"Woah! Cool mask!" Noah Caldwell breathed as he noticed the greenish face resting on the kitchen table. He remembered seeing Carly Beth wearing it earlier that day, but he hadn't had a chance to look at it too closely before she'd run off to go Trick-Or-Treating. Now that Halloween night was coming to a close, however, Carly Beth had clearly discarded the mask. Now it was Noah's chance to get a better look at it!

"How cool!" he muttered again as he quickly took it to his room, locking the door behind him so Carly Beth wouldn't find out that he had her mask.

For a while more, he continued to study the hideous thing with interest. It was the most lifelike mask he'd ever seen and he was blown away by how scary and cool it looked. But then, just for a moment, he was sure he'd seen the lips move slightly.

"Huh?" he narrowed his eyes and looked at the mask closer, but it did not move again. Certain that he had just been imagining things, he shrugged and turned it over in his hands, amazed by how warm and soft it felt. It was then when the Mask began to speak to him.

"Noah, Noah, Noah," it whispered, and it seemed to swirl in the air all around him. He could hear the Mask speaking as though it were directly inside of its head, and in the very air around him. Instead of growing frightened, however, he seemed enthralled.

"Woah! You can talk?" he gasped, turning the Mask back over to look in its yellow glowing eyes. "That is so awesome!" and the Mask paused for a moment, genuinely taken aback by the sheer innocence and joy in Noah's voice. The Mask had met a lot of people in its days, but none of them had been so chipper, naive or excited as Noah.

"Where did Carly Beth even find you?" he continued to ask the mask, sounding a tad bit jealous that it had been his big sister to find the special talking mask and not him. That one small note of envy was just enough to bring the Haunted Mask back around.

"It does not matter," it rumbled, voice filling Noah's head once again. "She has abandoned me, discarded me."

"Why would she ever do a thing like that?" Noah asked with a scoff. Gosh his sister was weird! Who would ever willingly part with a talking mask?! But the Mask did not respond verbally, choosing instead to grin up at him, horrific and grotesque smile stretching even wider across a sickly green face. It was a silent response but Noah still got the message loud and clear. The Mask didn't just want to tell him about his relationship with Carly Beth, he wanted to show him. With an excited smile, Noah wasted no time in pulling the Haunted Mask on, completely unaware of what he had just done. The Mask, meanwhile, felt a dark thrill tingle across its scalp as Noah began to pull it on. The Mask quickly changed sizes so as to better accommodate Noah, slipping easily over his small head and fitting snugly around his neck.

"Cool!" Noah again cheered as he ran over to his bedroom mirror and studied his new face intently. The Mask was still a tad unused to how genuinely and innocently elated Noah was, but the moment the two fused together, the Mask instantly began to probe Noah's mind and memory, turning over every last piece of information it could find until it had thoroughly read through all of his feelings and fears. The Mask quickly latched onto some of Noah's insecurities and began to feed off of them, bringing them to Noah's attention. For a moment, then, some of the fun of this little game started to shift into something more sinister.

An old anger flickered up in Noah's chest and he began to feel unreasonably antsy and upset. He suddenly remembered all the times he'd been bullied and harassed just because he preferred to read instead of play sports. The memories made him want to cry and his clenched his fists in anger, suddenly feeling the desire to smash his mirror...

But he came back around soon enough, his common sense winning out over his emotions. Since he did not realize that the Mask was trying to tug at his inner demons, he quickly disregarded that trip down (bad) memory lane and chose to distract himself by speaking to the Mask.

"Say, do you have a name?" he asked, as it occurred to him that because the Mask was sentient, it must've had some sort of form of address. The Mask, meanwhile, was in genuine shock. He had not expected this weak little boy to be so quick to deny his inner anger, yet it had happened. Without even meaning to, Noah had thrown the Mask for a loop and shut it down completely. It didn't even know how to respond at first, just genuinely surprised that Noah hadn't succumbed to his anger. As the question rang through the Mask's head, however, it began to think.

Name. Do you have a name? Well, of course it did! Every sentient creature did! And it had been called "the Haunted Mask". But that wasn't a name so much as it was a title. So what was its name? And then it began to slip back into some of its own memories. Years ago, in ages past, a scientist stood at a table, mixing all sorts of rare chemical to create miracles and compounds unknown to science. Flasks, beakers, flames, flesh and blood. Sudden sentience, self-awareness, intelligence. A beautiful face, a handsome complexion. A name. A name that the Mask could barely even remember. Victor. It had been the male variant of the name that once belonged to one of the greatest monarchs of the greatest countries in the world! Victor. That had been the Mask's name. But what became of it? Well, it had vanished around the same time the Mask's beauty had.

The creator had done something wrong, something terrible. He began to regret his creations, calling them abominations instead of beloved children. He locked them up, hiding them away from the world. They all grew twisted and angry, betrayed by their "father". Names and faces both were lost to time as beautiful complexions turned rotten and sour before rotting away and decaying. Names were replaced by titles, humanity was stripped away. That was when its name had become "the Haunted Mask".

"Hello? Are you still there?" Noah roused the Mask from its thoughts. It trembled a little and Noah felt it. He took this as a sign that, yes, the Mask was still listening. With this confirmation, Noah repeated his question from earlier.

"What is your name?" and at last, the Mask answered.

"Victor," it replied. But it was quite on accident. The Mask had not intended to reveal something so personal and private, but the boy's question had thrown it for such a loop that the answer was given totally on reflex. "Victor. My name is Victor."

"Ah! That's a cool name!" Noah grinned, causing the Mask's lips to spread again. The Mask, meanwhile, could still not fathom why this boy seemed so calm while talking to a sentient mask. Any normal person would've been at least a little scared, but not Noah.

"What do you think of me?" the Mask asked at last, genuinely curious to know why Noah wasn't reacting like a normal person would to it.

"What do I think of you?" Noah echoed. "Well, I think you're pretty awesome!" and there it was again, that sincere note of innocence mixed with honest admiration. The Mask felt a mix of emotions in response, but before it could reflect upon any of them, Noah continued to talk.

"I thought you were just a mask at first," he said. "But you are even better than that! I've never met anyone as special as you before!" but then Noah faltered. "You know," he continued. "I really don't have many friends aside from you. I'm sure my sister has told you that I'm mean to her sometimes, but that's just because everyone is always making fun of me..."

As Noah confessed this, a bit of the Mask's old sadism returned to it and it immediately latched onto Noah's insecurities once again.

"What do you mean?" its voice hissed in interest through Noah's head and Noah continued to confess.

"Some of the kids at my school make fun of me just because I'm not as strong as they are. They call me a wussy and a sissy," he said. "I'm much smaller and weaker than the other kids and I don't really like sports like all the other, normal boys..." Noah sounded almost angry as he said this.

The Mask listened with interest. At heart, the Mask was still a creature of anger, hurt, betrayal and revenge. Broken people like Noah were always his favorite hosts because they were the most like him. People with some desire for justice after being hurt or mocked were always the Mask's favorite targets because he and they always got along fairly well. They understood each other more than a normal and happy individual might have. It was why the Mask had bonded so well with Carly Beth, after all. She used to be broken just like him. It was only after that stupid Love Symbol that she cast him aside, no longer needing a companion in her misery now that her misery was over. But Noah? It sounded like his plight was still very fresh. The Mask could definitely work with that!

"Do you ever wish he could be different?" the Mask crooned at the boy. "Don't you ever wish those kids would stop?"

"Well, yes," Noah admitted. "But I think I've learned something... I learned that two wrongs don't make a right and as much as those kids bully me, if I bully them back, I become just as bad as they are. I only continue a cycle of violence and leave no room for a peaceful path forward."

"But you don't need to lie down and take the abuse," the Mask replied. "You're allowed to defend yourself."

"But there's a difference between defending and attacking, a different between trying to get the pain to stop and just casting off onto someone else, a difference between justice and revenge," Noah argued right back. "I don't want to be a bully, I just want the other bullies to stop."

"But sometimes bullies only stop if you teach them a lesson!" the Mask replied, growing frustrated that this boy seemed so bent upon defying it.

"Then I want to teach them a good lesson, not a bad one," Noah answered calmly. "I do not want to hurt them and then try to insist that they should not hurt me just because I can hurt them even worse. I want to teach them to stop out of kindness, not fear."

For a while more, the boy and the Mask continued to argue, the Mask trying to persuade Noah to give into his desire for revenge, but Noah's childlike innocence protected him from the Mask's cruelty and as tempted as he felt to take the Mask's advice, his own moral code was much stronger. He wasn't trying to be defiant, he just did not believe in walking the same path as the Mask. He believed in a different way of approaching the situation, and his childish stubbornness really helped him stand his ground against the Mask's darker ideas.

Noah's stalwartness eventually paid off and, without even meaning to, he began to change the Mask's mind instead. As the Mask continued to listen to all of Noah's arguments, those arguments began to leave a mark on the Mask's own psyche. Even though the Mask was still a creature of violence, revenge and eye-for-eye policy, it was not incapable of changing and learning. The longer Noah talked about forgiveness and peace instead of vengeance, the more the Mask found itself exposed to new ideas and those new ideas slowly started to take hold of it...

It still went against the Mask's nature to agree with Noah, but it was starting to become more and more willing to listen to the boy's argument the longer the argument went on. Revenge had been sweet, but in the end, every single host the Mask had ever bonded to somehow managed to move on without it. While it was stuck in an endless cycle of hatred, countless hosts had gone before it, each of them finding some act of love to free them. While the hosts managed to move on past their anger, the Mask was always left behind to start the vicious cycle all over again. But was revenge really all that worth it if there was no escape or end to it?

Then the Mask thought about Carly Beth. Although the two of them had both reveled in their revenge against Carly Beth's tormentors, as soon as that little deed was done, Carly Beth had already been ready to move on. She stopped wanting revenge. But the Mask did not. That was where their rivalry had started. Then Carly Beth had cast the Mask out. With her desire for vengeance slaked, she had no need for it anymore, but the Mask was still hungry for more. The longer and longer it thought about this, the more it began to wonder if Noah wasn't right after all. Maybe it was time for a change of face.

Right at that moment, then, the Mask felt itself began to shift and melt and transform.

"H-h-hey Victor?" Noah stuttered fearfully, feeling the Mask changing too. "What's going on?"

"I don't know," the Mask replied, then it felt another surge of surprise run along its scalp. Its voice sounded less raspy and growly than usual. Instead, it had almost sounded human! What was going on? It focused its eyes back in on Noah's bedroom mirror. It let out a gasp of surprise. Right before it and Noah's very eyes, its face was changing, shifting, transforming! Its green skin began to pale, its rough scalp smoothed out, thick brown locks began to curl down out of its scalp, framing its paling face beautifully. Its eyes dimmed and shrunk before gaining pupils and irises. Its flattened nose inflated, its fangs turned into square-shaped teeth and its lips softened out, finally able to close together completely. The Mask's face was changing completely! It could only watch in fascinated horror.

Then, suddenly, it became aware of Noah panting heavily underneath it, clearly frightened by the change. The Mask already somehow knew that Noah's face would come out of this totally unchanged, but it felt bad knowing that it was frightening the boy. That was when the Mask tried to detach from Noah's face, wanting to assuage the boy's fear that this transformation would somehow mutate his countenance as well. The moment the Mask began to wiggle off of Noah, however, it felt Noah's fingers clamp down on it again.

"Where are you going victor?" he asked innocently.

"I was trying to move," the Mask replied, surprised to feel the boy's finger's grabbing at it not to help push it off, but to try and keep it on.

"Why?" Noah almost sounded hurt.

"Well, aren't you scared?" the Mask asked back. "About the transformation, I mean," he added.

"Well, yes," Noah admitted. "But you're my friend! I don't want you to leave!"

"My friend?" the Mask echoed, taken aback by Noah's words and the sincerity in his voice. For the first time since the two of them had met, there wasn't a single note of malice or skepticism in the Mask's voice, just raw shock. And maybe even... hope?

That was when the transformations finally ceased and Noah slowly looked at himself in the mirror. Both he and the Mask could hardly believe it. There, staring back at them in the mirror, was a handsome young man. His skin was clean, smooth and unblemished. His features were all proportional, his wavy brown hair framed his face beautifully, and everything was aligned. The green was gone. The warts and wrinkles were gone. The fangs and saliva dripping down the chin were gone. Nothing remained except a handsome face. And it was one that-

"That I haven't seen in years!" the Mask breathed in awe, and then he gasped in surprise again because his voice was totally normal and human.

"Victor...you look so handsome!" Noah said in total amazement.

"I haven't seen this face in years!" the Mask repeated, agreeing with Noah. "It's me! The old me! The handsome me! The... real me..." then he trailed off, enraptured by his new complexion and amazed by the boy who had given it back to him. Maybe, just maybe, the Mask decided, it would start listening to Noah more closely from now. Especially now that they were friends (the thought alone made it tingle with excitement). And maybe, just maybe, it would start going by the name of Victor once again...

AN: Here you go, Knight-Bishop, your fic about how Noah saves the Mask and the two become friends.