Reign of the Nightmare King

The full moon shone down on a dark and gray town. An outside observer might get the impression that it was a dark, twisted town where only the damned roamed the streets. They would be wrong. Creatures moved through the streets in a hurry, each tending to their assigned task for the celebration that was scheduled to happen just that night. It was already October 31st, and they still had much to do before nightfall came.

"Hurry up people, we don't have much time left!" A seven foot, skeletal figure moved through the crowd of ghouls, witches and vampires. "Looking good there. You need a little more slime over here. Who took your face?" He did what he could to help everyone prepare.

"Jack!" A smaller figure pushed her way through the crowd toward her. Her body was stitched together like a cloth doll. Her eyes were gentle however, and her red hair ran halfway down her stitched up back. "Jack, we're missing pumpkins from the cemetery."

Jack whirled and looked down at her in dismay. "Sally, I checked just last night, and we had thirty." She was two feet shorter than him, and his limbs were long enough to wrap around her twice if they didn't have any joints, but they had been husband and wife for the last two years.

"I checked again just now and we're down by fifteen." Sally looked around worriedly. "We don't have enough for the big finale you had planned this year." Jack tapped his skull with one hand and looked around as though trying to spot the rogue pumpkins amid the crowd.

"They have to be around here somewhere." He moved through the crowd like a ghost without touching anybody. His thin body fit through even the tiniest holes between the working people. Sally followed behind him more obtrusively, trying just to keep up with him.

Sally looked around the crowd behind her husband, finally spotting a pumpkin sitting up against the wall of one of the buildings around the town square. "Jack, I found one." Sally moved toward it. As she neared she noticed a little figure in a red suit rushing away from her into the crowd. "Did you see something?"

"See what?" Jack asked as he caught up with her.

"Nothing, I suppose..." Sally shook her head as she reached the pumpkin and knelt down beside it. "I wonder how it got here..." She picked it up to examine it thoroughly.

"Maybe someone got the wrong plan for this year." Jack put one hand on his chin and stood up straight to look around. Sally stared at the pumpkin, watching its eyes light up as bright as day. Some kind of energy was building up inside.

"Jack, something's happening..." Sally stood up, holding the pumpkin at arms length. Jack looked over her shoulder curiously, seeing the pumpkin beginning to glow even brighter.

Suddenly the pumpkin detonated in a flash of fire and smoke. The force blew Sally's body apart, blowing leaves over the startled crowd. Her head slammed into Jack's chest with enough force to send him toppling to the ground. "Sally! Are you okay!?" He lifted her head off of his chest with one hand, stroking her cheek with the other.

"I'm dizzy... what happened?" Sally rolled her eyes as her head lolled back and forth in his hand. Jack didn't have time to answer before another explosion rocked the center of Halloween Town. The Pumpkin King lurched to his feet as monsters erupted into screams all around him, dashing for cover in every direction imaginable.

"Nobody panic! Remain calm!" Jack shouted over the roar of the crowd. Flames were licking at the sides of the buildings, climbing up toward the rooftops where the bats took flight. The trees gave screams of fear as they were ignited, and the skeletons hanging from them clattered loudly and shouted warnings to passers-by.

The mayor climbed up on top of his vehicle, grabbing his bullhorn and putting it to his pale white face. "Everybody move in an orderly fashion out of toooowwwwAAAAAHHHH!" He shouted in surprise when his vehicle was turned on its side by a pack of fleeing werewolves.

"Look out Jack!" Sally's head exclaimed. Jack looked in time to see a large creature with an axe in its head lumbering toward him. He dodged out of the way just in time, slithering through the crowd like a snake. "We have to get out of here!" She shouted. Her voice was slightly muffled by Jack's palm since he was still carrying her head clutched in one bony hand.

"Everyone, head for the exits and get to the river! We have to get this fire under control!" Jack shouted as he ran for the cemetery gate. He grabbed it and flung it open, but he stopped dead in his tracks when he heard an eerily familiar, flutelike voice behind him.

"Don't bother coming back Jack." The voice taunted him. He turned around slowly, clutching his wife's head in his hand. A demonic figure stood on top of his home, grinning down at him triumphantly. "Because you... are... BANISHED!" The figure's voice dropped to a demonic growl as something exploded in front of the Pumpkin King, sending him flying back through the gate into the cemetery.

He hit the ground hard, rolling a few feet until he finally stopped. Sally's head rolled out of his limp hand. "Jack... Jack get up!" Sally pleaded. But he was too tired, and it soon overwhelmed him.

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The day was bright and calm, with a light breeze blowing the orange and yellow leaves off of the trees in a beautiful display of nature. The sun was just making its way down toward the horizon, bringing the promise of the fun to be had just that very night.

"This is Halloween... this is Halloween..." Bubbles sung softly to herself as she hung plastic bats among the tree branches outside their home. She was wearing a large flowing white gown with a pair of fairy wings sticking out of her back. It would have brushed against the ground if she were walking, but because she floated everywhere it only made her look more like a fairy.

"Bubbles, come in here a moment. I need to have a word with you before you go out with Miss Keane and the other children." The Professor called out to her. Bubbles flung the rest of the bats, ghosts, and skeletons onto the tree before streaking inside to join them. The Professor was wearing his typical lab coat, but now he'd put on a puffy white wig, which he said made him someone named Albert Einstein. Blossom was also in the living room, and she was wearing a small lab coat similar to the Professor's.

"You needed to talk to us Professor?" Bubbles asked. The Professor nodded, but looked around in confusion.

"One... two... ugh, Buttercup get down here! The others will be here any minute to take you to the Halloween party!" The Professor shouted up the stairs.

An eerie laugh floated back down to them. "Beware puny beings... for I am the greatest horror the world has ever known. My sight will take your breath away, my laughs will break your ears..." Blossom, Bubbles, and the Professor waited at the bottom of the stairs, waiting for her to come into view at the top. When she finally did she was wearing one of Bubbles' blue dresses, and had her hair up in a set of pigtails. "I am Bubbles! Mwahahahahahahaha!"

"Hey... that's not funny!" Bubbles shouted as Buttercup floated downstairs, still laughing hysterically. Even Blossom and the Professor couldn't help a chuckle.

"Buttercup, that's very mean." The Professor said around the hand he was using to hide his mirth. "Now get down here, I want to talk to you girls." Buttercup floated down to join her sisters, with Bubbles still glaring at her. "Now tonight Miss Keane is going to be taking care of you, but I want you girls to take care of her too. Some people get... crazy on Halloween. So while I want you to have fun, I want you to be alert for anyone suspicious too."

"Don't worry Professor, we'll take care of everything." Blossom replied. The other two girls nodded and gave similar assurances.

"Good, now the second thing is... have a good time girls." He smiled as a horn sounded outside. That would be Robin's mother waiting to take them to Miss Keane's for a party before the Trick-Or-Treating began.

"See you later Professor." Blossom gave him a hug and floated outside.

"Candy candy candy..." Buttercup grinned as she followed Blossom outside.

Bubbles stopped and stared up at him for a moment, then floating up and gave him a kiss on the cheek. "Bye Professor, I love you!" She streaked outside after her sisters, leaving the Professor staring after them with a smile on his face.

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The dark recesses of his laboratory shielded him from the commotion outside, but Doctor Finklestein could definitely feel a change in the air. His companion Igor stood beside him, staring at the blueprint they'd been working on for a moving dragon that would scare anyone with half a brain to death. Which was good, since he only had half a brain left.

He heard the main door slam open, and a familiar voice called out to him. "Oh Doctor Finklestein." The voice of his former ruler floated up to him. Bemused, the doctor opened the chamber door and rolled outside in his electric wheelchair, parking beside the railing where he could see his visitor.

"There's a voice I haven't heard in a very long time." The doctor replied. The demonic figure laughed and started up the winding staircase toward Doctor Finklestein's position.

"Yes, I knew you of all people wouldn't try to resist me again." He reached the top and stood staring down at him. "You're a smart man, who knows better than to fight fate."

Doctor Finklestein laughed derisively. "I don't believe in fate, as well you know. I believe in science. As long as I have my experiments, I don't care who's in charge here."

The demon laughed darkly. "Yes of course... now, enough small talk. Let's get down to business." He reached into one of his gogo boots and pulled out a long parchment, unrolling it to show to the doctor. "I want you to build me these. I know you'll be able to do it, of course."

"I can build anything." Doctor Finklestein snapped up the plans, looking them over. "But it says here I need something that I don't currently have." He stared up at the new king of Halloween Town, who gave him a reassuring grin.

"It's being taken care of as we speak." He said. The doctor grinned and looked down at the plans. Finally something besides toys and trinkets to build... this was going to be a very interesting time.

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The Professor sat on the couch, watching the various festivities around town on the TV and occasionally handing out treats to young children who showed up at the door. He loved Halloween. It was so much fun for the children, even though he wished he could have shared it with his daughters. He knew they were having fun though, and that was what mattered.

He jumped when he heard the doorbell ring. He must have been nodding off. He stood up and fixed his wig as he grabbed the candy bowl by the door. He pulled the door open, looking down at three children dressed as a demon, a witch, and a skeleton respectively.

"Trick or treat!" They shouted, holding out bags with bats and skeletons on them. The Professor chuckled.

"Here you go." The Professor dropped a Twizzlers into each of their bags.

"Ewe, we don't want that!" The witch exclaimed. The other two agreed vehemently.

The Professor plastered a fake smile onto his face. "Well you don't want to be greedy now, it is a holiday." To his surprised they all turned to stare up at him in unison, a wicked glint in each of their eyes.

"That's okay... we'll just take what we want!" Suddenly the demon flung a small box at his chest, which burst open on impact. A spider the size of his hand clung to his jacket, crawling up toward his face.

"AAAGH!" The Professor frantically brushed it off and backed away as the trick-or-treaters advanced into the house, chuckling merrily to themselves. "What are you doing here!?"

The three children cackled again, their eyes betraying their intentions in coming here. "Don't blame us, blame the guy who put us on this world." The witch sneered while the two boys chuckled. She pulled a snake out of her Halloween bag, holding it up toward him. "After all, he said to bring you back alive... but he didn't say unscathed."

The Professor whirled and lunged away as she flung the snake at him. He reached the door to the lab and ran downstairs, tripping halfway down and tumbling the rest of the way to the floor. He pushed himself to his feet and ran toward the opposite side of the lab, but one of the children landed on his shoulders, covering his eyes with their hands.

"Got your eyes! Got your eyes!" The skeleton cackled and kicked his feet against the Professor's chest. Professor Utonium reached back and grabbed him, pulling him off his shoulders and hurling him onto the desk. The kid didn't even seem to feel it, instantly jumping back up to his feet. "Got your tie!" The kid grabbed his tie and yanked, pulling it tight around his throat.

"Hey! Let go!" The Professor grabbed the tie and whipped it around, flinging the pudgy kid against the far wall with a loud thump. Again, the kid escaped unscathed. The demon poked him in the stomach with his pitchfork, which seemed to be made of real steel. The Professor grabbed the end of the pitchfork, flinging the kid across the room with his skeleton friend.

"Ooga booga hubba bubba!" The witch leapt up and whirled in the air, performing a series of acrobatic maneuvers in the air... before poking him in the eye with her broomstick.

"Ow! My eye!" The Professor stumbled back again, holding his eye. He jumped when something sharp poked him in the butt, pushing him forward. He whirled to see the demon standing behind him, laughing madly with his pitchfork in hand. The Professor backed away from them, soon hitting the edge of the counter with his back.

"Goodnight!" He whirled just in time to see the skeleton swinging one of his computer monitors at him. It slammed into his face, knocking him to the ground weakly. He groaned and squirmed, trying to move. The three kids laughed madly and gathered around him.

"We got him!" The witch exclaimed. "He will be pleased. But remember that vial he mentioned." The witch said. The Professor tried to stay awake and see what they wanted, but he soon lost consciousness.

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The Halloween party at Miss Keane's house went so long that Miss Keane had decided half an hour ago that trick-or-treating was a bad idea. It was already past 11:00 PM, and the kids were still having fun playing games and eating cake in the shape of a pumpkin (because the ghost cake was deemed offensive to people who didn't believe in souls). Buttercup was the only one who was really disappointed. The candy gathering had been her sole reason for coming.

"Aw well, at least I don't have to go out in public dressed like this." Buttercup reasoned, gesturing to her Bubbles costume. Bubbles huffed and floated into a corner to cry until Miss Keane sorted the whole thing out. Finally after another half hour Miss Keane moved to the front of the living room and gestured for the kids to pay attention to her.

"Well children, we all had a wonderful time, but it's well past your bed times. We need to get you home before your parents begin to worry." She announced. The kids all groaned, but she led them to the coats to get them ready to go.

Mike Believe, who was dressed as a lawyer on a day off (which largely resembled Mike's normal ensemble with the addition of a red clip-on tie), approached Bubbles and smiled. "Hey, thanks for your help tonight... you know." He blushed and looked down at the floor. Bubbles giggled and grabbed his hand gently.

"Don't worry about it Mike. I hate it when Mitch gets rowdy, he always gets more obnoxious than usual." Bubbles smirked.

Mitch walked past them (ironically wearing a demon outfit), snickering. "Hiding behind your girlfriend again Mike?" He burst out laughing and kept walking past them. Bubbles frowned, then squinted one eye and shot an eye laser right into his butt. "YOW!" Mitch leapt into the air and ran out the front door holding his butt. The other kids all laughed.

Miss Keane chuckled, but otherwise pretended not to see. "Okay kids, let's get going." They all went outside to pile into the bus Miss Keane had borrowed from the school for the night. Bubbles and Mike sat together, while Buttercup and Blossom sat in the seat behind them.

Blossom stared out the window, blinking when she noticed that every house light on the street was dark and the streets themselves were abandoned. "Hey, where is everybody? Shouldn't there still be older trick-or-treaters out there?" Blossom noted.

"Maybe they decided to go to bed early." Buttercup shrugged. Blossom quirked one eyebrow and continued to stare out the window, but declined further comment. She gasped when she noticed a door opening, with a man standing in the door with a knife clutched in his hand.

"Miss Keane, stop the bus!" Blossom shouted. Miss Keane jammed on the breaks and the bus screeched to a halt, throwing every kid in the bus against the seat in front of them. The one in the front seat flew over the driver's seat to land in Miss Keane's lap. "Come on girls, I think there might be trouble!" Blossom, Bubbles, and Buttercup streaked out of the bus.

They caught up to a man a small ways down the street. "Hold on there buddy, where are you going?" Blossom grabbed his shoulder and turned him around. The man's eyes stared at them blankly, and he clutched the knife even tighter in his grasp.

"Sacrifice... for the Nightmare King..." He raised the knife high over his head and brought it down, but it simply glanced off of Buttercup's arm without even leaving a scratch.

"Okay, he's lost his marbles." Buttercup mumbled. She stopped when she heard another creak. The girls turned to look around. All around them doors were opening, and people were stumbling onto the street, each holding a household utensil, comprised of irons, bars, pans, and a knife or two. "What's going on here? Is it a full moon or something? Oh well... it's not like they can hurt us."

"They can't hurt US, but they can hurt each OTHER!" Blossom shouted.

"Not just each other! Look!" Bubbles screamed and pointed. The school bus with the rest of their class was surrounded by the people from the houses. The tires were all slashed, and it seemed to be leaking gas on the ground thanks to someone who had crawled under the bus. Their classmates inside the bus were screaming and huddled in the center isle.

"Okay, let's get them!" Buttercup streaked forward, but Blossom grabbed her.

"No, we can't hurt innocent people! Let me handle it!" She floated toward the bus. The people had almost pried the door open. Miss Keane had moved into the back with the kids. Blossom inhaled a deep breath and let it out in a wave. The cold swept over the bus, freezing the exterior, along with every person surrounding it, while leaving the interior intact.

"That keeps them safe, for a while. Now what could be causing everyone in Townsville to go crazy?" Buttercup asked.

"Well, almost everyone, Miss Keane and our friends are still fine." Bubbles pointed out. Blossom rubbed her chin and stared at the ice block that had been the bus.

"We have to get back to the Professor, maybe he can tell us what's going on..." Blossom decided. So the girls turned and flew away from the scene, hoping they made it before the ice melted and the frozen people got into the bus...

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Professor Utonium opened his eyes and groaned. His head was throbbing, though whether it was from the blow to the head or the rocks his bound body was being dragged over was anybody's guess. He blinked his eyes to clarity and looked around, gasping when he caught sight of his surroundings. It looked like a cemetery with a strange mound in the center, but it was what was beyond that startled him the most.

A giant crimson castle lay past a gate held closed by a pair of pitch-black serpents. In the highest tower he saw some kind of shape, but before he could make it out it vanished. "Hey, he's awake." The skeleton that'd knocked him out exclaimed. "Should we knock him out again? Should we? Huh?" He asked. The witch seemed exasperated.

"No, you can't, our new master wants him able to function properly." She replied. "Besides, we're almost there." They were halfway through the cemetery, and the black serpents were already turning to look at them. "I hope he rewards us... since mister Oogie Boogie was taken down we haven't had anything decent to do except trick-or-treat."

Suddenly a chill wind picked up, blowing through the graveyard like a trumpet signaling death itself. "Brrr... hey, is anyone else getting cold?" The demon asked through chattering teeth. The other two stopped and looked around, their eyes growing wide as a squeal filled the air. It was soft at first, but it soon grew to frightening levels.

"Wh... what... no..." The three kids backed toward the entrance they'd just come from. The pumpkins scattered around the graveyard turned to track their movements, their smiles growing even more wicked as each seemed to carry a flame hot enough to cook a roast.

"It's... him..." The three kids huddled together. The pumpkins almost seemed to be moving, even though they were still in the same place they had been. The shadows cast by their furious flamed came together in front of the kids suddenly, bursting up from the ground with glowing pearl white eyes.

It let out a screech that could subdue a banshee, scaring the crap out of the three little tikes. They screeched like owls and whirled to run back into the forest beyond the cemetery, scrambling over each other in their haste to get away. The Professor probably would have run too if he wasn't so bound as to make squirming impossible.

The light from the pumpkins' mouths died down and what he'd mistaken for a shadow became, instead, a skeleton wearing a black body suit with coattails and a bat-like collar. The figure turned toward him and approached, holding out one long, bony hand.

"Wh... who... are..." The Professor muttered through the lump in his throat.

"I didn't mean to frighten you, just them. You don't have to be afraid of me. Well... not at the moment anyway." The skeleton undid his bonds and helped him stand upright. Even at his tallest, the Professor only stood as high as this skeleton's chest. "My name is Jack Skellington, the Pumpkin King of Halloween Town. And you are?"

"P... Professor... Professor Utonium..." The Professor stuttered. He'd seen a lot of weird things since creating the girls, but a talking skeleton was beyond all that.

"Professor Utonium." Jack shook his hand politely. "Pleased to meet you... oh!" He whirled and walked a few feet away, stooping to move some leaves aside. This revealed a small head on the ground, which Jack picked up carefully. "I'm sorry about that Sally."

"It's okay Jack, I understand." The disembodied head named Sally replied with a gentle smile. She looked past the skeleton at the Professor, who was staring at them both, completely dumbfounded. "Who's this?"

"This is Professor Utonium, the man Lock, Shock, and Barrel were trying to take back to... him." The Professor immediately perked up and stared at Jack, as though really considering this real for the first time.

"Him... a red guy who wears gogo boots?" The Professor asked. It was Jack's turn to look at him in surprise. "What is he doing here? What's going on around her at all?" The Professor asked. Jack and Sally exchanged glances (with Jack turning his hand slightly so that Sally could look at his face).

"This is Halloween Town... or it was a few hours ago." Jack replied, gesturing with his free hand to the crimson castle on the other side of the graveyard. "We've spent years bringing fun to the world in the form of fear, but it wasn't always that way. Before that, Halloween Town was run by a name named Lucy, the Nightmare King."

Jack lifted Sally's head and ran his hand through her long hair idly as he continued. "But he wasn't interested in fright... he wanted to cause pain. Every year on Halloween night, the world was overrun with people trying to hurt each other and themselves. All Hallows Eve, the night of demons in human bodies. Finally one day myself and the other inhabitants of this town rose up against him and banished him forever... or so we thought."

"But now he's come back..." Sally cut in to remark. "He's taken back Halloween Town, and people in the human world are going crazy as we speak. They could start hurting each other soon if we don't do something."

"But... we can't get in." Jack gestured to the gate, which was still guarded by the serpents. "That gate is the only entrance, and it's too heavily guarded. I can't sneak in, and we can't break through."

"We can't break through..." The Professor nodded with a smile. "But I know someone who can."

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Miss Keane and the rest of the children were huddled in the middle of the bus, shivering and staring at the faces of the people who were frozen just outside of the bus. They were all either blank, or twisted into a cruel frenzy staring at them as if they wanted nothing more than to get in and tear them to pieces. Miss Keane tried to comfort the children, but it was hard when she was as frightened as them.

"Now, calm down children, we have to keep calm." She wrapped her arms around as many of them as possible, bent down on one knee. "The Powerpuff girls will fix all of this soon... and then we can get you all home to your nice, safe, warm beds." She said with a shiver. The ice around the bus captured their attackers, but it also made the inside of the bus freezing.

"M... Miss Keane... the ice is starting to melt..." Robin Schneider (who was dressed in the same fairy costume as Bubbles) said, pointing to the door where someone's head had been freed from the ice. He was glaring at them with a snarl on his lips. The kids all started whimpering with fear, but Miss Keane stood up straight.

"We have to remain calm... and find a way off of this bus." She looked around with a worried frown on her face. "Does anybody see an exit not blocked by the ice?" The kids all looked around frantically.

"Hey, over there!" Mitch Mitchelson pointed to one of the windows, which was still open while the ice had melted enough to open up a hole small enough for the kids to squeeze through.

"Good thinking Mitch, come on kids." Miss Keane led the class to the window and stuck her head out. The streets looked empty save for the frozen attackers. Apparently they'd decided to move on rather than wait for the ice to thaw out. Miss Keane pulled her head back in. "Okay children, one at a time get to the street and go to the sidewalk. Wait there for everyone else. Got it?" The children all nodded and grumbled softly.

So the children were lowered through the window one by one. Robin Schneider went first, followed by Mitch Mitchelson, Mike Believe, Elmer Sglue (who was dressed all in white, which he claimed was a glob of glue), and each of the other children one at a time. When they were all standing on the sidewalk Miss Keane flashed them a smile. "The window's too small, I'll find another way out. Just wait there."

She ducked back into the bus and looked around for another way out. The ice by the doorway had almost completely thawed out, and the man who had been there was lying on the ground limp. Apparently being frozen had frozen his body too much and he'd passed out. Though he was still breathing. She gulped and crept toward him, stepping as lightly as she could.

She started to move past him, stepping right beside his head and grasping the chest high ice to try to pull herself over it. She gripped and pulled herself up onto it, but something grabbed her ankle from behind and dragged her back down with a thud. She heard the children's frightened screams from outside while the man grabbed at her shirt, bringing his weapon around.

"Sacrifice... Nightmare King..." He brought a large crowbar back and swung it as hard as he could, but Miss Keane laid flat on her back at the last second, letting it fly over her and shatter the ice barricade. During the swing he had let go of her shirt, so she was able to get outside, but the ice shattering had freed everyone frozen around the bus.

"Come on kids, hurry!" Miss Keane rushed down the street with her parade of children following. The mindless people gave chase, but Miss Keane led the kids through a series of alleys until they wound up standing outside the Pokey Oaks Kindergarten building. "Everyone inside!"

They all ran inside and Miss Keane locked the door, leaning against it and sinking to a sitting position. She panted heavily and looked around, counting the children. One, two, three... she found all of them so far... ten, eleven, twelve... they were scared but present... thirteen, fourteen...

"No!" Miss Keane jumped to a sitting position and stared out the window in horror. She couldn't believe she hadn't noticed in their mad dash away from those monsters... Mike, Robin, Mitch, and Elmer were missing...

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"Are they ready yet, Professor?" Lucy, The Nightmare King, or more commonly known in the human world as Him, asked impatiently as the old doctor poured over the table with his current project on it. He grunted and looked up from the skeletons, scratching his head irritably. They were standing in his lab at the top of the tower, waiting for Lock, Shock, and Barrel to return with the final ingredient.

"Yes, all we need is the final ingredient." He replied. They both stopped when the main door opened and they heard three light pairs of footsteps rushing up the stairs.

"Speak of the devil." Him chuckled humorously. The three kids ran into the room frantically, as if trying to escape something. They skidded to a halt when they noticed that they'd reached their destination. "Did you bring what I asked for?"

"The vial with the X on it... here." Shock handed him the vial and stepped back to join her partners.

"And Professor Utonium?" Him asked lightly. The three exchanged glances, then gulped and looked off in different direction. Him's voice grew to a hateful snarl when he spoke again. "You let him get away!?"

"Jack ambushed us... he hit us and kicked us and it was so painful... we were barely moving when we dragged ourselves back here!" Lock exclaimed in a hurry. Him snarled and gripped his throat in one lobster-like claw, squeezing it painfully tight.

"Jack Skellington is with Professor Utonium!? You idiot!" He flung the kid across the room, where he slammed into the wall. "You've just united my two greatest enemies! If Professor Utonium is actively involved... then it won't be long before the Powerpuff Girls join the fray." He turned to stalk up to Doctor Finklestein, glaring down at him. "I need you to finish your work as quickly as possible."

"I'm working on it... but you know, there may be a way to prevent these... 'Powerpuff Girls' from reaching Halloween Town." Doctor Finklestein confided. Him blinked in surprise, then leaned down and gestured for him to continue. "The door to the human world cannot be crossed from the other side without someone from one of the Holiday Worlds present. If we can split up Jack and this, Professor Utonium, then they will not be able to return."

"Tell me something I don't know old man." Him hissed.

"Jack Skellington is a mighty leader, but his heart is soft. Offer him an incentive to stay away, and he won't lift a finger against you." Doctor Finklestein's gaze turned to Sally's body parts, which he had gathered up in his little spare time after Him had taken over the town. "If he has a reason not to fight, then nobody else will be able to reach you."

"The rag doll..." Him grinned and approached one of the feet, snapping one claw loudly before grabbing it. "Of course... as with any hero there's always a weakness hidden inside their greatest strength. Lock, Shock, Barrel." He whirled and the three kids stood in front of him, ready to act. "I want you to deliver a message to Jack Skellington."

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"This is just great..." Mitch growled under his breath, glaring at the three other children he was currently hiding with. They were huddled in a small box behind the first building they could find. Thankfully those maniacs had run after the larger group, so him, Elmer, Mike, and Robin had been able to escape without being followed. "Trapped here alone with no idea even where we are."

"What are we supposed to do?" Mike whimpered. "My mom said when I get lost I should stay where I am... but what if those people find us before she does?" He started gasping for breath, creating gruesome images in his mind. "What are we supposed to do!?" Elmer grunted in agreement with him, shoving a fistful of his ever-present glue bottle into his mouth.

"Hush! We shouldn't panic, you heard Miss Keane!" Robin replied softly. "We should remain calm, and not be scared. That's how we'll find a way out." She quoted.

"I'm not scared of anything!" Mitch replied.

"Stop yelling! They'll hear you!" Mike whispered in a panicked tone.

"SSSSSHHHHH!" Robin hissed. She turned and pushed one of the box flaps open to peek outside. "I don't see anyone out there... I think we can go and look for Miss Keane."

"Go? Out there?" Elmer groaned and tried to melt into the corner of the box. "With those crazy people? They could catch us..."

"And if we stay in here some crazy person could catch us. At least out there we can move around. Come on." Robin pushed the flap of the box open and stepped outside. Mitch followed her instantly, eager to prove his bravery. Mike followed a moment later, grumbling about how bad things were, and Elmer followed Mike, clutching his precious glue bottle tightly to his chest.

"See? No crazy people." Robin smiled at the three boys.

"Really?" Mike stuck his head out of the box and looked around, then smiled slightly and moved to join her.

"I can't believe we're following the girl." Mitch grumbled as him and Elmer climbed out of the box to join the other two. "I can get us to school faster than she can."

"Really? Which way is it then?" Robin asked. Mitch stared at her for a moment, then huffed and turned toward the exit.

"This way obviously." He started to walk away, but something stepped out of the shadows, blocking his path. He yelled in surprise and jumped back with the other three.

"It... it's Ace..." Robin whispered softly. The Gangrene Gang leader stepped toward them, reaching into his pocket with one hand. "Please let us go... we're just kids. We can't do anything to you..."

"For the Nightmare King..." He pulled out a switchblade and flipped it open, clutching it in his hand as he approached.

"Come on!" Robin turned to run the other direction, but she skidded to a halt when Snake stepped out in front of her, holding a baseball bat. "We're surrounded..." The children huddled together in fear as the entire Gangrene Gang emerged from the shadows to surround them.

"I told you guys we shouldn't follow the girl..." Mitch exclaimed in a shuddering voice.

"Sh... shut up Mitch..." Robin replied fearfully.

The children huddled together whimpering as Ace approached, lifting the switchblade in front of him with a demented grin. Mike finally snapped and let out a scream. He grabbed Elmer's ever-present glue bottle and flung it at the Gangrene Gang leader.

It slammed into his face, with the paste spilling onto him and running behind his glasses. He stumbled and tried to wipe it away, leaving an opening for the children to escape.

"Come on!" Robin darted through the hole in the gang, pulling the others along behind her as they ran down the street. As they ran she looked at Mike. "Good thinking Mike!"

"Ughuh..." Mike replied breathlessly. He was still very pale, and his hand was shaking in her grasp, but he'd still managed to get them out of there. Now if they could just avoid everyone else in Townsville they might be okay.

________________________________________________________________________________

The three Powerpuff Girls gasped in unison when they floated through the already open front door of their home. There was a spider the size of their fists building a web in one corner of the room, and the rest generally looked like a tornado had hit. The door to the lab was left open as well. Upon further investigation they discovered that the lab had been ransacked as well, and the Professor was nowhere to be found.

"D... did those people... did they... c... come... here...?" Bubbles gasped out, her eyes filling to the brim with tears.

"Let's not jump to conclusions Bubbles." Blossom patted her shoulder comfortingly. "We have to analyze the situation and decide on the most prudent course of action."

"Yes, let's do that." Buttercup barked mockingly. "Let's analyze the situation. The entire city has turned into bloodthirsty Jason wannabes, all of our friends are trapped on a bus surrounded by these people, the Professor is missing, and we have no clue where to even begin dealing with any of this!" Buttercup was screaming by the end, prompting Bubbles to dissolve into hysterical sobs.

"Calm down, both of you!" Blossom shouted, though her voice was shaking. "There has to be a reason for all of this. We just have to find it. Now let's narrow the suspects, who would want to kidnap the Professor?" Buttercup glared at her through narrowed eyes. "Okay stupid question, but who COULD kidnap the Professor?"

"I guess just about anyone when we're not around to protect him." Buttercup replied darkly. "This isn't helping at all!" She screamed in frustration. Bubbles burst out sobbing again, but in a few moments she stopped and looked up, sniffling. She swore she could have heard someone trying to talk to her, but her sisters were being too loud.

"That... voice..." She sniffled and looked around. Blossom and Buttercup stared at her like she was going insane, but she moved forward and floated upward until she was face-to-face with the spider in the corner of the room. When she spoke again it was in a different language. [What did you say before?]

[I said I know where your Professor is.] The spider replied, dangling upside down from its web in front of her face. [The three little brats brought me here when they kidnapped him, they were taking him back to Halloween Town.]

[Halloween Town? Where's that?] Bubbles asked.

[The entrance is anywhere where the dead lay.] The spider seemed to cough... as much as a spider could anyway. [In exchange for this information, I want you to let me live here in peace without squashing me, okay? All I want to do is sleep and eat, you won't even know I'm here.]

[Deal!] Bubbles turned toward her sisters excitedly. "The Professor is in Halloween Town, and the entrance is in a place where the dead lay!"

"The cemetery!" Blossom exclaimed. "Come on girls, we're going to find him NOW!" So the three girls turned and streaked out of the house, glad to have something to go on in this entire insane mess.