Author's Note: Hahahahahahahahaha!!!!!!! I'm back! Boo yeah! Although I have updated this story, this fic will still remain on hiatus for a while. This chapter was just gnawing at my soul shouting "Complete me! Complete me!" And I'm really sorry if my writing style's changed, but it's for the better *fake sobs*.

Oh, and for those of you who were wondering, Skyler (the Nightmare Keeper) is good. There's another villian who you'll meet at a later chapter.

Disclaimer: Still don't own Max, Sharkboy, or Lavagirl, and don't plan on it.

Chapter 2

He'd made it right on time. The bell had just rung as he sat in his new seat for the very first time. As he glanced around the room, he felt a little uneasy due to the fact that he knew no one in his new class. And no one even looked his way.

Max gulped as soon as his new teacher walked into the room. She didn't look mean, she actually looked very young and nice, but since he didn't finish his project, he didn't really want to be made fun of quite this early in the year.

"Good morning, class," the woman said with a smile on her face, "my name is Ms. Basler and I'll be your teacher for this year."

Max let out a sigh of relief. At least his teacher sounded nice.

She began reading down the attendance list and when she got to Max's name, she looked up at him and smiled. Max could tell, she'd heard about him from Mr. Electricidad. Max shyly returned the smile and looked down at his dream journal. He didn't want to write about his nightmare last night, then it would just end up on Planet Drool, there had to be another way. He sat there thinking for a moment, but his thinking didn't get him anywhere. Before he came up with anything, Ms. Basler called him to the front of the room to present his project.

"Uh…I forgot to do my project," Max said, his voice full of guilt. Suddenly, the whole class filled with laughter aimed at him and Max could feel his face go red.

Ms. Basler stood up, silencing the classroom. "That's okay, Max," she said with a smile on her face, "the project was on 'dreams'. Why don't you just tell the class about one of your dreams?"

A smile then flashed on Max's face and he pulled out his dream journal, and then realized that he had nothing written in it. "My dream," he said, "is more of a nightmare. In my dreams, the darkness is attacking me. It just comes out of nowhere as I'm looking for—some friends—and then it starts to crawl up my body and I can't breathe. Sometimes the darkness speaks to me and other times it doesn't, but it's still trying to kill me." He sighed. "And those are my dreams."

The class just stared at him as he sat back down in his seat. Ms. Basler tried to smile once more, but failed. "Uh, Max," she said uncomfortably, "I meant 'dreams' as in hopes, wants, desires not as in sleep dreams."

"Oh," Max said, and the class laughed.

He couldn't take it anymore. This is where it had to end. His legs were on fire and he could continue running like this. He had to find a way to escape the darkness, but how? HOW? Everywhere he looked, there was no escape. That's the last time he walked through an alleyway in his sleep.

"Leave me alone!" Max cried, scanning the area for a way out. But the darkness didn't listen; it never listens. It continued to chase him through the dark streets of Planet Drool when all of the sudden, the alleyway came to a dead-end.

Oh no, Max thought, what am I going to do now?

"Max! Help!" a female voice said. It sounded so familiar to him, but he couldn't put his finger on who it was. It wasn't Lavagirl, he knew that, and it wasn't the Ice Princess, it was someone different, he just didn't know who.

Max felt a very strong urge to save this girl—whoever she was, so he yelled out, "Who are you? Where are you? How can I find you?" He wanted to ask her some more questions, hoping that he could save her, but the darkness had caught up to him and was wrapping itself around him.

"Max! Help me! Please!" the girl yelled. Her voice was distant, almost an echo, but he heard it as if it were yelling in his ear.

"Hold on! I'll save you!" he wanted to yell, but he couldn't, the darkness had already made it's way up to his neck. And before he could say or think anything else, the darkness had engulfed him.