Jack and Professor Utonium were walking through the streets of the human world. It was past midnight, so the light was dark enough for them not to worry too much about being seen. Besides, it seemed the entire city was asleep. Nobody was around, and it was deathly quiet. Way too quiet for Jack's taste, if he were still in charge of Halloween Town everyone would still be celebrating...

"It's so quiet..." Sally echoed Jack's sentiments from the palm of his left hand. "Jack I'm getting a bad feeling... something very bad is going to happen soon." Sally said.

"I think you're a few hours too late in that prediction." Jack said with a gentle smile, bringing her head up to his eye level so they could face each other. Sally blushed and lowered her eyes demurely.

"Well I know bad things have already happened but... oh I'm probably being silly." Sally rolled her eyes to signal that she was clueless since she had no shoulders to shrug.

Professor Utonium's surprised shriek caught them off guard, and they whirled to see what was wrong. He was staring at Lock, Shock, and Barrel, who had parked themselves right in their path. "You three again." Jack snarled and walked out in front of them, glaring down at them menacingly. "It didn't take you long to find a new master."

For once, it seemed the three children were unafraid of him, as if they had something planned to stop him. "True, but that's not why we're here." Shock grinned mischievously. "We come bearing a message from the Nightmare King." She and her two cohorts cackled devilishly, staring up at Jack.

"Well, what is it?" Jack demanded. Suddenly he heard Sally give a gasp of pain. "Sally, are you alright?" He lifted her head up to look into her eyes. They were squeezed shut, as her face was contorted in pain.

"My leg... it feels like it's burning..." Sally was whimpering from fear, pain and confusion. Jack grunted and looked down at the child trio, who were all on the ground with the force of their laughter. "What have you done?"

"The Nightmare King says if you return to Halloween Town before sunup, then your wife here... well... I guess there's more than one way to get 'ahead'". Lock and his cohorts all collapsed to the ground with impish laughter again. Jack growled, then lunged forward with a hideous shriek that would have sent any animal scurrying away.

Even with their advantage, the fury of the Pumpkin King was something they didn't want to face. So Lock, Shock, and Barrel let out a yelp of fear and turned to run away. They skidded to a stop when they noticed a crowd of people gathered in front of them, blocking their escape route. "What's going on!?" They exclaimed in unison.

"They're under the Nightmare King's influence." Jack said as he backed toward the professor.

"Hey, what is this about sunup?" The Professor asked quickly.

"The influence of Halloween Town can only be transferred, or taken, on Halloween night. When the sun comes up, we'll have to wait until NEXT Halloween to attempt to dethrone him." Jack replied, keeping his eyes on the advancing crowd.

"Hey... not us!" Lock, Shock, and Barrel let out screams of fear and ran from the nearest townspeople, who had started to give chase with their weapons over their heads. They managed to break through the crowd and dart down the street frantically, but still their pursuers persisted. Meanwhile Jack and Professor Utonium were back to back, facing their attackers.

"We have to find a way out of here!" The Professor shouted. Jack looked around, then closed his eyes and lifted one hand in front of him. Sally watched him with wide eyes. "What are you doing?" Professor Utonium asked. The Pumpkin King didn't answer however, remaining in this position. Their attackers closed in, bringing their weapons back to begin the assault.

Finally Jack opened his eyes and opened his mouth. A dark moan issued forth, but that was only the beginning. It grew in pitch, and was joined by even more voices, all screaming fear and despair. Even in their bloodthirsty trance, the people took notice and stopped, their eyes going wide with fear. They didn't advance, but they didn't retreat either.

"Come on girls, let's go! But be gentle!" They heard a high-pitched voice shout from the distance.

"Girls!" Professor Utonium shouted. Three streaks of light slammed into the crowd of people, throwing them aside like a group of dolls. Jack let his scream die away and watched the girls work, but it seemed rather difficult since they didn't want to actually hurt anyone. The townspeople were putting up a vicious fight.

"How do we get rid of them without hurting them?" Bubbles asked as one man gnawed on her arm like a hungry wolf. She shook her arm furiously until he was flung to the sidewalk.

"Ewe, this guy's slobbering on me!" Buttercup exclaimed in disgust as one of the maniacs kept trying to gnaw on her leg. She brought her free foot back and kicked him in the face, sending him flying into the brick wall across the street.

"GENTLE Buttercup!" Blossom shouted as she froze the attackers one by one while Bubbles used her sonic scream to scramble some brains. Slowly they managed to get the crowd under control, until everyone was frozen, deaf, or unconscious from Buttercup's flying fists.

"Are these the girls you told us about?" Sally asked. When the girls turned and saw them their faces went white, but Professor Utonium quickly explained everything. By this time Blossom and Buttercup looked fine... but Bubbles was still a bit pale.

"So Him has taken over this 'Halloween Town', and we have to stop him to make everyone sane again right?" Blossom asked.

"Precisely... but we can't." Jack said.

"What? Why not?" The Professor asked.

"If I go there he will destroy Sally's body... she would be stuck like this forever." Jack held up the head of his wife. Sally frowned sadly at the thought of being a head forever. "I can't risk it... I'll return tomorrow, after his power is anchored..."

"I don't get it, why would he specifically want to keep you out? Didn't he beat you already?" Buttercup asked.

"Someone from this human world can't go there unless accompanied by someone from Halloween Town... he knows that. If I refuse to go, then you can't go either." Jack said. "And I refuse..."

"But Jack, what about everyone else in Halloween Town? They believe in you." Sally pointed out. "They're probably waiting for you as we speak."

"I can't Sally... I can't risk you..." He stroked her hair and turned to walk away into the night.

"So that's it huh? You coward!" Buttercup screamed after him angrily. The others just watched him leave. "I can't believe you call yourself a leader you yellow-bellied chicken!" She huffed angrily, balling her fists.

"We need someone from Halloween Town... but who else is there besides Jack?" Blossom asked. They all settled down to think, but Bubbles gasped and looked up with a flash of inspiration, a victorious smile spreading across her face.

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Mitch, Mike, Robin, and Elmer rounded yet another corner and leaned against the brick wall, panting heavily and sliding to a sitting position on the ground. They had been running nonstop for the last hour. Considering that the streets had looked deserted earlier, there were sure a lot of crazed people out tonight.

"We... have to... keep going..." Robin said between pants.

"Too... tired... need... rest..." Elmer replied weakly.

"It's probably all that... glue you eat..." Mitch grumbled. He tried not to let his own tiredness show, but it was still as clear as day.

"Save it... Mitch. This isn't... the time..." Robin glared at him.

"Shut up Robin. Who elected you the leader of this little group?" Mitch growled. "If anyone should get us home, it's me. Because I'm the bravest." He was regaining his breath.

"Sure... lead us right into those maniacs. Real brave." Robin smirked. Mike blinked and stood up, though she and Mitch took no notice.

"Hey, that was that one turn, and it was an accident. Besides, you led us plenty of places where those people were waiting for us." Mitch countered. Robin looked about to reply before Mike surprised them both by speaking.

"I recognize this street. I live a few houses down from here." Mike revealed.

"Really? We're saved! Your mom can help us!" Robin exclaimed excitedly. "Are you ready to walk yet Elmer?"

"Legs... jelly... arms... jelly..." Elmer replied.

"Wuss." Mitch knuckled him in the forehead, and received a slap in the cheek from Robin as a reward.

"Don't worry, I'll help you." Robin helped Elmer up and the four kids made their way down the street toward Mike's home. It was a moderately sized home that looked rather ordinary, much like Mike himself.

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The newly reinstated Nightmare King watched Jack walking away with his shoulders slumped in the cauldron that could monitor anything he wanted to see. He let out a dark laugh, rubbing his claws together. "Perfect, absolutely perfect." He turned to look down at his three minions. "You did well, Jack refuses to come here, and that means that the Powerpuff Girls are completely powerless."

"We live to serve, Master Lucy." They said in unison. Him growled and gripped one of them by the throat.

"DON'T call me that..." He shoved Barrel backward and stood up straight again. "Now get out of my sight." The kids whirled and ran off while he turned to look at Doctor Fiklestein, who had just exited his lab. "Is our project ready doctor? I won't feel comfortable until I have another means of defense."

"They're all finished." Doctor Finklestein replied. "They're ready to be used at any time." No sooner had he spoken than the gate from the cemetery burst inward, landing on the ground with a loud clang. The Powerpuff Girls marched through the gate victoriously, looking around.

"What!? How did you get here!? It's impossible!" Him screamed angrily.

"We thought of a little song." Bubbles grinned. "It's called Itsy Bitsy Spider." As she spoke a spider crawled up on top of her head, waving its two forelegs in front of it. "Born and raised in Halloween Town."

Him laughed and grinned back. "Unusually clever for you, Bubbles. But I'm afraid it doesn't matter. I have what I need to get rid of you once and for all." With that Him vanished from sight, leaving the girls to charge uselessly to where he was moments before.

"Ugh, guess we have to find him." Blossom sighed. "Why can't villains ever make this easy?"

"You know, for a place called Halloween Town I expected it to be a lot scarier than this." Bubbles commented.

"This isn't the time to notice the d├ęcor Bubbles." Buttercup huffed.

"Ssshhh, listen you guys..." Blossom stopped and halted her sisters in their tracks. They all waited, listening. Sure enough they heard the steady sound of something hard beating against something hard. A scuffling sound and soft groans. They couldn't tell where it was coming from, so they kept turning with their backs together.

"Over there!" Bubbles pointed. The other two whirled to see three skeletons marching toward them. They had dirty strands of red, black, and blonde hair respectively, and were wearing scraps of cloth similar to the girls themselves. Their mouths and eyes were deep black holes. Their arms ended in a strange bone-like club.

"This is the best Him could come up with? Skeleton versions of us? I'm almost disappointed." Buttercup said as she dropped to a fighting stance. Suddenly three more followed the first three... followed by three more, and three after that, until it seemed like an endless wave of the skeletons was filing toward them.

"You had to open your mouth, didn't you Buttercup?" Blossom growled as she and her sisters huddled together, preparing for the inevitable assault. She only hoped they weren't as strong as the girls themselves were, or they were in serious, serious trouble.

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Mike and Robin helped Elmer stumble into Mike's house with Mitch walking in front of them with his chest puffed out, like he was bravely leading the charge into battle. They dragged Elmer to the couch and let him lie down while they sat on the edges, talking among themselves. The house seemed calm and quiet after spending the last hour or so running around the streets.

"So what do we do now?" Mike asked. "I didn't see dad's car outside, so he's probably still at his Halloween party."

"Maybe we can call the police." Robin suggested.

"Good idea!" Mike grabbed the phone and quickly dialed 911. He waited for more than five minutes before hanging up with a sigh. "No good."

"Do you think everyone in town is a zombie?" Elmer asked quietly.

"It looks that way, but it doesn't matter, we have to find Miss Keane." Robin pointed out. "Or The Powerpuff Girls, they could help us. We just need to find a way to contact them."

"Great idea. Let's just find their beeper number and give them a call." Mitch scoffed.

"Do you have a better idea!?" Robin snapped angrily, surprising the others. "Because if you do feel free to share!" Mitch blinked, then growled and looked at the ground. "I didn't think so!" Robin jumped to her feet and looked at the others. "We have to find a way to contact the Powerpuff Girls, I can't see any other way of dealing with this."

Elmer looked at the door, then his mouth dropped open. "M... maybe we should run first." He slid off the couch and backed away. The others looked to see several of the maniacs coming in through the door, which they had stupidly left wide open.

"Mike, is there a back door or a window?" Robin asked.

"Not downstairs... but if we can get to the roof we can climb down a tree to the ground." Mike replied. So the four kids whirled and darted for the stairs in the hallway. They reached the upstairs window with little difficulty and climbed through it onto the flat section of the roof, which had a tree branch over it just low enough to climb on.

"Perfect. Come on." Robin walked toward the branch, but as they neared the edge of the roof her heart sank. The yard was completely flooded with the Townsville citizens, including the base of the tree. They were chanting about some Nightmare King and clutching weapons in their hands. "W... we're trapped..." they all whirled as one of the citizens appeared at the window, giving them an eager grin.

"Wh... what... do we do now?" Elmer asked in a shivering voice. Robin gulped and looked around quickly.

"The only thing we can do." She said softly. She sucked in a deep breath, tilted her head upward, and let out an ear-piercing scream.

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Jack walked through the city of Townsville with his shoulders sagging. His wife was held in the palm of his right hand, with her eyes closed so that she wouldn't have to see the city. Neither had spoken since leaving Professor Utonium and his girls behind. Jack knew it was his responsibility to right this entire situation... but he couldn't stand the thought of Sally living without her body.

"Jack..." Sally finally broke the silence. Jack lifted her up so that they were at eye level. "We both know you have to go back."

"But what about you Sally?" Jack stroked her head lightly. "Halloween Town survived under his rule before, they can live that way again... but I can't live without you."

Sally frowned sadly and looked down. Jack pulled her close to his chest, stroking her hair with one bony hand. He felt her open her eyes against his chest. "Do you... hear something?" She asked. Jack blinked and looked up to listen. Now that she mentioned it, he could hear something. It sounded like someone... screaming. "It sounds like a child..."

Without a word Jack ran forward, around the next bend and far enough to catch sight of a house where dozens, perhaps hundreds of people had gathered. On the roof he could see several more of the fanatical zombies, surrounding four children who were huddled against the very edge. They were all screaming their little hearts out, trying to keep out of the maniacs' grasp.

"Sally, wait in here." Jack pulled open his jacket and lodged his wife's head firmly, yet gently, inside of his ribcage for safekeeping. He strolled forward, slowly picking up speed until his long legs were carrying him at a full sprint. He gave a great leap into the air.

He landed with each foot on one person's head, then leapt off again and perched himself on top of a nearby light pole. He leapt to the next pole, landing with the ease of a spider jumping from web to web. Soon he reached the rooftop where the children were about to be grabbed by the maniacs. He leapt between the children and their attackers, grabbing one and hurling him toward the edge.

The others on the ground caught the man, and still more came. The children behind him screamed in panic when they saw him. "I'm here to help you!" Jack shouted as he grabbed another of their attackers and hurled him off the roof. He swept another off of his feet with one thin leg and shoved him off the roof as well. Soon the roof was clear, but still more were beginning to file in the window.

Jack knelt down beside the children. "Get on my back, I'll get you out of here." He told them. The children were still staring at him and shivering, but the girl broke from the group and perched herself on his shoulders. The three boys exchanged glances and climbed on his back and arms before he stood up again. "Hold on tightly now."

He ran to get up speed and leapt for a nearby light pole. The added weight slammed him into the pole with a clank that scared even the master of fright out of his wits for a moment. But it held them without bending, fortunately. The children started celebrating when they heard a whirring noise from below.

One of the maniacs had a chainsaw, and was cutting through the bottom of the light pole to get to them. The children screamed when the pole leaned across the street, sending them hurtling toward the ground. Jack waiting until he thought they could make it, and leapt with all his strength for the far house. He slammed into the roof hard, but they made it.

"We're alive!" The girl shouted joyfully. "Thank you thank you thank you!" She kissed Jack on the cheek three times, then nearly hugged him tight enough to pull his skull off.

"You're welcome, but we're not out of this yet." Jack glanced at the street, where the maniacs were making their way toward this house. "Is there anywhere safe for you children to stay?"

"Miss Keane was running toward the school when we last saw her. It's that way." The girl pointed. The children gathered on Jack again and he took off leaping across the rooftops. He was a good runner and quickly outdistanced the maniacs who were trying to follow them from the ground. He followed the girl's direction until a small building hove into view with the words 'Pokey Oaks Elementary' in front of it.

He landed in the playground in front of the building and kneeled down so the children could climb off of him. When they were down the girl turned back to him. "Thank you mister... whatever you are." She said nervously. "We're glad you showed up..."

"Yeah. Thanks." The three boys echoed.

"Children!" A woman's frantic voice screamed from the door. Its owner charged out and kneeled down behind them, wrapping her arms around them so tightly Jack wondered why THEIR heads didn't pop off. "Oh thank God, you're safe. I was so scared." She looked up at Jack with tears in her eyes. "Thank you so much for finding them, I thought maybe those... those maniacs had gotten them."

"We're okay Miss Keane." The little girl replied calmly. "And I'm sure the Powerpuff Girls will take care of those meanies, so there's nothing to worry about." Jack stared at her, reached his hand up to his chest. "Hey, Mr. Skeleton, maybe you can help them. You really kicked butt back there!"

"Yeah!" The boy with freckles exclaimed. "You were almost as good as a Powerpuff Girl... almost."

"And then the mean people will be good again!" The boy with the brown hair added.

"Because good always wins!" The pale boy with the white hair added.

Jack stared at them for a moment, then nodded and narrowed his eyes in a grim line. "I'll do what I can." He turned to leave. Behind him he could hear the children he'd saved cheering, joined by a dozen other voices from inside the building. When he was out of eyesight he reached into his jacket and took out his wife.

"You're going back?" Sally asked, having heard the whole thing.

"I have to..." Jack told her.

"I know... but... if I wind up without a body... promise you won't leave me."

"Never." He brought her in for a light kiss on the lips. "This will be dangerous, so you should stay in here for now." He tucked her safely back into his ribcage as he ran for the nearest cemetery. It was time to set everything right, no matter what it cost.

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Blossom was huffing and puffing, but still she fought. Bones littered the main circle of Halloween Town. One could barely take a step without breaking a skull, but still their duplicates kept on coming. An endless wave that would definitely swamp them in time. Bubbles was already slumped over from exhaustion, and one of the Bubbles Skeletons had her pinned up against a nearby wall. Buttercup was still furiously flinging their opponents into each other, resulting in piles of bone. Her throws were becoming less forceful with each one however.

Blossom wasn't faring much better. Her throat was becoming sore from using her Ice Breath so much, her eyes were burning from using her heat rays, and her fists were bruised and bleeding from connecting with bones as strong as mountains.

"Agh!" Bubbles' scream drew Blossom's attention. Three of the skeletons had her pinned against the wall, their eyes beginning to glow deep crimson.

"Bubbles!" Blossom streaked over to her and slammed her shoulder into one, sending it hurtling into the others. They all collapsed to the ground in a heap of unmoving bones. Blossom caught Bubbles as she began to collapse to the ground. "Hold on Bubbles... we have to get out of here." Blossom looked up just in time to see three skeletons of her staring down at her with glowing eyes.

She was too weak to fly or spring a surprise attack, so she put herself between Bubbles and the blasts. The lasers burned through her lab coat, digging painfully into her back. "Ugh... urk..." When the lasers died Blossom collapsed forward on top of her sister. Her entire body felt like a rubber band, she could barely move.

"Buttercup..." Blossom shouted as loud as she could. Buttercup didn't come as the skeletons lifted her and Bubbles from the ground however. When she was lifted Blossom caught sight of her brunette sister unconscious and being carried toward a tall spiraling building on one side of the town. Him was standing on the top step, grinning down at them.

"The Powerpuff Girls... defeated at my feet." His flutelike drawl was like a foghorn to Blossom's aching head. "Oh it gives me the shivers. Such delights I never imagined so soon. I'm glad you girls tried to stop me... this is such a welcome housewarming gift." He gestured to the skeletal duplicates. "Take them up to Professor Finklestein's lab, and have him dispose of them."

Blossom tried to stay awake and look for a way out, but her injuries finally overwhelmed her, and she fell unconscious.

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Jack Skellington approached the gate to Halloween Town at a steady walk. The gate was torn down, and piles of bones littered the ground as far as the eye could see. Somehow the Powerpuff Girls must have found a way to come here without Jack's assistance. From the look of things however, it didn't look like they'd won, or everything on earth would have returned to normal.

He crept up to the gate and slid inside, looking around. He didn't see anybody around. It was deathly quiet. Even the bats dared not make a sound. He looked up in surprise when he heard a dark laugh echoing from the top of Professor Finklestein's tower. Silhouetted in the window light was the Nightmare King, celebrating his victory. He didn't expect Jack to return. That was his advantage.

He crept up to the doors and pushed them open slightly, squeezing through the small crack before pushing them closed again. He whirled when he heard something rattling its way down the ramp. He lunged into the shadows underneath the ramp as a skeletal version of one of the Powerpuff Girls floated past him on its way outside.

Jack stuck his head out and crept up to the ramp that led to the upper levels of the building. He stopped at the top level, which had once been Sally's bedroom, but was now occupied by Lucy the Nightmare King. He stood up straight and marched forward, flinging the door open.

Lock, Shock, and Barrel screamed instantly when they saw him. "IT'S JACK!" They scampered to the bed and darted under it, whimpering. The Nightmare King stood up straight with his back to Jack.

"Jack Skellington..." His voice was its old flutelike whistle as he turned around slowly, putting one claw on one hip. "I didn't expect to see you back here. Pardon the phrase... but I didn't think you had the guts." He chuckled.

"Return control of Halloween Town to me." Jack demanded. "And give me Sally's body."

"I see no reason to do either of those things. You're a mighty king when your subjects are willing, but you don't have the POWER to force control." His voice grew darker with each word he spoke. "You are weak Jack, you always have been."

Without warning Jack leapt forward. Lucy snapped at his throat, but Jack nimbly dodged and brought one foot up to smack Him in the face with it. The Nightmare King attacked again, but Jack leapt over him, landing beside the window and stumbling slightly, thrown off balance by the extra weight in his ribcage. Lucy capitalized on this, gripped Jack by his throat and pushing him half out of the window.

Jack grabbed the windowsill to hold himself up, but Lucy's grip was tightening around his throat. "If I'd known you were THIS weak, Jack, I wouldn't have bothered having those three little cowards try to scare you away." Lucy grinned and squeezed his throat even tighter.

"You may have Halloween Town's influence for the moment..." Jack growled, clutching at Lucy's claw and grinning devilishly. "But I am still the Pumpkin King!" He thrust his free hand upward. Instantly what had once been hundreds of piles of bones below flew up in their previous shapes. Lucy's eyes went wide when he saw hundreds of skeletal versions of his greatest enemies now looking at HIM as the enemy.

"You... but they're made to serve me!" He complained.

"They serve the King of Halloween Town first and foremost..." Jack grinned darkly. "And that's me. GO!" The skeletal Powerpuff flung themselves forward, tearing through the window and tearing the entire upper half of the tower apart with the fury of their combined assault.

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Bubbles was startled awake by a massive crash from high above her, followed by a rumble that felt like an earthquake. When her shock wore off, she realized she was chained to a table in what looked like a laboratory. Her sisters were beside her, still unconscious for the moment. A strange looking man in a wheelchair was parked beside the table, looking through a small pile of instruments.

"Who... are you?" Bubbles asked weakly. The man looked at her, then smirked.

"So it wakes." He chuckles and picked up a drill-like instrument. "You are a strange creature. I can't help but wonder what makes you tick." He turned on the drill to illustrate his point.

"P... please let us go." Bubbles struggled against her chains, but she was too weak from the battle to break them. The scientist chuckled again and rolled up beside her, holding the drill over her.

"Don't worry, it'll only hurt for a moment." He started to lower the drill, but suddenly he jerked back. "Ow! What...?" He rolled up his sleeve and looked down at his arm. "It felt like something bit me... oh well. It was probably unimportant." He turned back to Bubbles and raised the drill.

Bubbles watched wide-eyed as he lowered the drill toward her. Her gaze swayed back and forth as the drilled moved up and down her body, as if looking for a place to cut into her. She gulped as it moved up to her head, and came down quickly. She shrieked and closed her eyes, but only felt it plunge into the table above her.

"Huh?" She looked up in surprise, to find that the scientist had fallen unconscious. "How did..." She gasped again when a spider leapt onto her stomach, waving its two front legs at her. [It's you!] She exclaimed in spider-language. [I'm so glad to see you!]

[You're my meal ticket, can't let you go without a fight.] The spider replied as it moved down to her chains. [Any other humans living in that house would kill me on the spot, and I rather like that place.] It stuck one hairy foreleg into the lock, and it soon fell open. It repeated this process with the rest of the Bubbles' shackles.

[Please, free my sisters too.] Bubbles said as she moved to try to wake them up. They had to act fast now...

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Jack Skellington rose from the rubble, rubbing his head and stumbling. He looked around, surveying the damage. The rubble from the tower was littered over more than half of Halloween Town, and the bones of the skeletal Powerpuffs were spread even farther. There would be no bringing them to life again. He started to smile when he saw Lucy push himself up from the rubble as well.

The Nightmare King jerked his head to the side with a sick sounding pop. His eyes glinted angrily. "You insignificant little fool. I CREATED this place. I am the LORD of this place. I am the King of Nightmares!" He screamed in his dark, evil voice as he stomped forward.

"Come on then, Lucy." Jack grinned, knowing that Lucy hated to be called by his real name. "Let's see if you can succeed where you failed so many years ago. Because whatever happens, good will win." Jack lowered himself into a fighting position as his opponent approached, clicking his claws together in anticipation.

Lucy flung himself forward, swiping at Jack's head. The skeleton dodged to the side and slapped him across the face, cart wheeling away before he could even think to retaliate. Jack grinned and jumped back to avoid another blow, slapping him in the face again while staying out of his reach thanks to his long arms. Jack leapt up and over him in a dazzling acrobatic move that ended with him slamming both feet into the Nightmare King's head.

He flipped forward and landed on his feet, grinning at his opponent. His grin faded however when he noticed that Sally's head had slipped from its perch and lay on the rubble right in front of Lucy. The Nightmare King noticed, and with a grin grabbed it in one claw.

"Ow... Jack..." Sally clenched her eyes in pain.

"Let her go!" Jack howled.

"Leave, forever." The Nightmare King squeezed Sally's head between his claw, drawing out a scream of pain and a stream of tears. "And I might use her for a doorstop, now that her body is gone."

"You..." Jack was trembling with barely suppressed rage. His eyes went wide when he saw a golden glow lightning up the horizon behind his enemy. Lucy turned slightly as well. When he saw the sunlight peeking over the mountain in the distance he turned back to Jack with a broad grin.

"It's too late anyway, I've won. As soon as the sun touches Halloween Town, my power over it and all of its denizens will be absolute once again." Lucy let out a dark laugh, clutching Sally's head in his claw tight enough to begin tearing open the seams in her face.

Jack started to step forward, but suddenly the ground began to rumble underneath them. They both struggled to keep their footing on the already unstable rubble. "What's going o-" Lucy didn't even finish before three flashes of light burst through the ground, slamming into him and sending him flying backward. Sally's head however went flying toward some of the sharp rubble.

"Sally!" Jack lurched forward, though he knew he couldn't reach her in time. The blue streak of light swooped down to catch her just before she hit the sharp pieces of concrete. The Powerpuff Girl landed in a huff, with Sally's head clutched under her arm like a football. The other two Powerpuff Girls were standing and glaring at the Nightmare King, both huffing and puffing thanks to their injuries.

"You're not getting away with this..." Blossom growled and stepped forward. The Nightmare King wiped a bit of blood from his mouth and pushed himself to his feet, staring down at his attackers. "We will bring you down."

"Dear Blossom, you know you can't defeat me in a real fight." Lucy asked, clicking his claws together.

"Shut up!" Buttercup screamed. She and her sister flung themselves at the Nightmare King, throwing a flurry of punches fast enough to take out a series of rain droplets. The Nightmare King deflected each blow with a swing of his claws. He let out a barking laugh as he swept his arm up, knocking them both to the rubble hard.

"In your wounded state Powerpuff Girls, you can't hope to win." He growled with a dark chuckle. He walked up to them and planted his foot on Blossom's chest, digging his heel into her roughly. She gasped in pain and squeezed her eyes shut, trying to push him off of her.

"Blossom!" Bubbles stood up worriedly, still clutching Sally's head in her small arms.

"Leave them out of this Lucy!" Jack shouted. "This is between you and me!"

"Don't call me that!" The Nightmare King shouted angrily. Bubbles blinked, then chuckled.

"Your name's Lucy?" Bubbles asked humorously. She broke into uproarious laughter a moment later. Sally looked at her like she'd gone insane, but Bubbles didn't notice. Lucy's face grew even redder than usual, his claws shaking with unbridled rage. With a howl he flung himself at her, his claws glowing bright red.

Jack leapt forward and grabbed his claw just before he could reach the Powerpuff Girl. "Leave them alone!" He whirled and brought his leg up, kicking the demon in the face and sending him stumbling back. By now the sun had released its golden glow across the sky. It wouldn't be long before it shone down on Halloween Town itself.

Jack pressed the attack, planting punches and kicks where he could despite the Nightmare King's best efforts to block. Finally he gripped the demon by his collar and dragged him close. "And stay out of my town!" He whirled and flung him toward the cemetery gate like a baseball. He slammed into one of the headstones outside the town just as the sun appeared in full view, blanketing Halloween Town in its warmth.

The crimson walls and ground began to shimmer lightly, a shimmer that spread to Jack himself. Blossom and Buttercup got to their feet while Bubbles (who was still holding Sally) joined them. They watched in awe as the entire town transformed from the crimson castle back into the Halloween Town that Jack had ruled before. Dark colors and magnificent shapes took the place of blood red colors and sharp edges.

The shimmer faded, leaving them all standing in the middle of the town with the sun beating down on them. None of them said anything for a long while, they were all simply glad for it to finally be over.

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As the sun rose, Robin Schnieder rubbed her eyes and yawned, sitting up from her position curled up on the Pokey Oaks Kindergarten floor. Mike, Mitch, and Elmer were crowded around her, still asleep along with the rest of the class. Miss Keane had said she would stay up all night to keep watch, but she'd fallen asleep behind her desk.

She stood up and approached the window, shielding her eyes from the golden sunlight that lit up Townsville. When her eyes adjusted to the light she saw various people wandering around, but now none of them were carrying weapons. They looked dazed and confused to be wandering around the streets, often in their pajamas, without knowing how they got there.

"I knew they could do it." Robin smiled brightly. She whirled around and yelled. "Hey, everyone wake up, it's over!" Half the class groaned and complained, while the other half didn't even stir. "Come on get up!" She ran around the room, waking up as many people as she could. "It's over it's over!"

She ran to the door and flung it open once the class was awake. She laughed and danced in the light outside. The golden sunlight reflected off of her glittering fairy dress, making her look like a beacon in the middle of the street. People started to come toward her, confused and looking for an explanation, one that Miss Keane would have to provide but wouldn't be able to. Oh well... at least it was over.

________________________________________________________________________________

Soon the denizens of Halloween Town were working diligently to rebuild everything that had been destroyed in the fight and by falling rubble. The Powerpuff Girls had wanted to help, but they were still too injured, so Professor Utonium had them lying on cots in the center of town. Professor Finklestein had emerged several hours after the end, pretending that nothing had ever happened. Lock, Shock, and Barrel turned up as well, bringing with them Sally's body.

"We were just playing along with that maroon." Shock insisted. "So that we could save Sally's body for you. See? Here it is." So Doctor Finklestein managed to reattach her head to her body, and she was so happy she did a dance right there on top of the rubble of the place where she'd been created.

Jack Skellington and Professor Utonium stood side-by-side later on in the day, watching the sun as it began its descent. "Do you think Him will be back next year?" Professor Utonium asked.

"I don't know." Jack replied thoughtfully. "I hope not, but I'll be sure to look out for him all the same."

They both turned around when they heard three little girls sighing on their approach. "What's wrong girls?" Professor Utonium asked.

"Oh... we know we should be happy we saved the day and all..." Blossom said. "But... well..."

"This Halloween stank!" Buttercup shouted. "We didn't get to trick-or-treat or anything! And our costumes are ruined!"

"Yeah! And that's MY dress she's wearing too!" Bubbles added. "And this was supposed to be our first Halloween..." A small spider crawled up on her shoulder and clicked its mandibles together. "Steve says he didn't like it either. Too stressful."

"Well I'm sorry girls but these things happen. Things don't always go the way we want them to. We'll have to try again next year." Professor Utonium replied.

"Now, hold on a moment Professor." Jack approached them and kneeled down in front of them. "They're right. After all they've done for us they deserve to have a real Halloween." He put his arms around the three girls. "How would you girls like to help us out tonight? Since we couldn't celebrate last night, we'd might as well have our own private one tonight."

"Really!?" The girls exclaimed. Instantly they all whirled on their professor. "Pleeeaaaase Professor?"

"It's fine by me." The Professor replied.

"YAY!" The girls screamed excitedly. "Can our friends come too?"

"I don't see why not, but only a few." Jack replied.

"Why don't you come with me girls, and we'll set up our plans for tonight?" Sally said from the side. The Powerpuff Girls turned to bounce along after her as she led them back to the center of town. The Professor sighed and looked over at Jack.

"Does this mean Santa Clause is real too?" The Professor asked.

"Of course." Jack replied as he patted his new friend on the back and led him toward his house for a snack, talking as they walked. "But did you know Santa Clause doesn't actually HAVE claws?"

THE END