Greetings to all who are reading this.

Finally the day has come to begin uploading. It's been a good eighteen or so months coming. First off let me say I am a huge fan of Billy and Mandy. I have never seen a show quite like it, and it's a shame its time has now since come and gone, leaving it in the anals of cartoon history along with other great shows like The Angry Beavers and Invader Zim. I began to have musings about a story in my head involving Billy and Mandy some time around 2008, about the time when I was first discovering fanfiction. Gradually a plot developed over time and I got interested in writing it as a fanfic, but it just seemed too great an undertaking for someone who'd never really written a story before.

Then I read frogman's work Mandy's Metropolis and it showed me what could be done. Basically that wonderful story was what inspired me to take the plunge and begin writing out a plot in dot points around September 2009. I then began typing it in late November. I have since been working on this thing almost every day since. I stayed up to the early hours of the morning almost every night for over a year working on this baby so it's no wonder I'm so psyched and monologuing about myself like this. I will be uploading one new chapter every Sunday fortnightly.

The point I'd like to make is that I've poured my heart and soul and toil into this project so please, to whoever is going to read this, leave a review, tell me what you think. I don't want to sound needy or anything but I'd just like to feel as if all my effort didn't just become forgotten, that I actually made some little contribution to the world.

Finally I'd like to dedicate this fic to to my father Barry and my younger sister Cassandra, who have both been there for me when times turned tough, and have proven themselves to be the best family I could have ever asked for, and to the brilliant frogman for writing Mandy's Metropolis, who inspired me in the first place.

The Grim Adventures of Billy and Mandy is by Maxwell Atoms. No one else could have shared his genius.

I Am The Night.


Prologue: Dying Dystopia.

The year 3194.

"Who are you loyal to?" Spoke the merciless ruler of the world for beyond a millennium, her grim words echoing in the concrete chamber around them as she addressed her loyal agent of darkness.

"I am loyal to you." The voice speaking back was as dark as her own, only so much colder, lacking any and all hint of emotion. It was the eerie voice of darkness imbued with perfect control, a shadow subtly distilled into a living body. From without the flawless being could not be distinguished as anything out of the norm. Inside it wasn't even human.

Created on its master's will as an ultimate weapon the figure clad in black robes and hood was grown a few years back in a tank from the empress' own genetic codes, bearing several modifications to the original. Grown for loyalty to its master and the merciless execution of her enemies, it was biologically engineered for strength, endurance, agility, and a completely stoic manner, lacking any and all sentiments of emotion. It did not know fear, nor anger, nor sadness, love, joy, humour or compassion, only the detached focus of cold-hearted logic. It did not feel remorse. The pain it caused others bought it neither guilt nor satisfaction. It was a danger to anyone who opposed the empress and her tightly controlled regime. Any resistance leader who hated the ever watching cameras, the armies of killing machines, or the heavy grey skies darkened by the pollution of a million factories, would inevitably become its target. It was designed and created from the beginning as a living weapon to eradicate anyone who resisted the cold and foreboding stare from the empress's dark eyes.

Though engineered and trained from the outset to ignore emotions, there was however one instinct that remained. It held an underlying primal desire which stemmed from its masters genes; the will to rise up and dominate all others, to crush its enemies and to take control over the lives of the small-minded, corrupt people of the world. The core desire for power and domination was the closest thing to an emotion it had ever allowed itself to feel, something it suppressed in order to remain completely focussed on its order to obey its master, and mother.

"What is your primary mission?" Empress Mandy of the Night continued, staring down at her dark clad agent of evil.

"I am to assist you in your rise to power at home, then across the world in the ensuing world war. Once you are in power I am to destroy any and all threats to your power."

Mandy was now over a thousand years old, yet due to the combined power of science and the underworld, she was now wholly immortal, her age frozen in her early twenties. She had outlived trillions of people in her time after having taken over at a very young age. In her early life she had experienced first hand the pinnacle and ultimate sliding downfall of human civilisation, and the last days of individual freedom, their world pulled down by the weight of its people's own crimes. The days of living in gluttonous comfort, free of fear of the government, of green grass, trees and forests, clear blue skies, of birds overhead, oceans teeming with fish, whales and stunning coral reefs, were days long past.

Now every piece of individual freedom and beauty that people had once taken for granted was now replaced by the world of an ever watching dictatorship, their punishment for their thousands of years of arrogance, vanity and selfishness. This was a world of one billion people all living in fear and abject misery, drudging away day after day amongst a landscape of towering skyscrapers. Dull grey apartment buildings, home to a thousand people each, would stretch five hundred metres into the air, right next to near identical ones throughout a towering city of one billion people, the last of its kind in the world.

The capital as it was most commonly called had its centre slightly to the west of the decaying ruins of a town called Endsville, with San Francisco to the north and Los Angeles to the south long since absorbed into a giant mess of grime, acid rain, factories and dark polluted skies. Closer to the centre rose the towering skyscrapers of vital government bodies, government owned corporations and neon lit bars and clubs for the very limited upper class. Vehicles reminiscent of cars and trucks, suspended on anti-gravity coils glided about above the grimy streets, home to millions of pedestrians on foot, bicycle and train, with cars limited to the wealthy due to the slowly collapsing economy.

The economy was just one organ of the entire society. Its slow decay and collapse was not alone. After roughly five hundred years of rule Mandy's empire began to decay, and had since been very slowly dying. Pollution, mass poverty, oppression, the slow exhaustion of natural resources, plus the overall lethargy and apathy of her subjects, had begun to wear out the empire. Though mining colonies were set up on other worlds, namely the moon and Mars, ultimately they were abandoned as her civilisation retreated in on itself.

As the empire continued to decay, corruption in lower levels began to take root, spreading throughout the offices of government. The masses, long kept under control through force and fear of force, ultimately began to run rampant as they had before Mandy's takeover. Finally in this maelstrom of decay the resistance, long simply trying to defend itself and struggling to survive, had begun to fight back, overtaking parts of Africa, South America, Asia and Russia, all the while the populace retreated from one city after another as their world collapsed. They were now settled in their own permanent bases, they were armed, and they were organised.

The population of her world was decreasing, the billions of narrow-minded people slowly dying out as her civilisation continued to very slowly decay from the cancer in its heart.

'Cancer in its heart.' She mused quietly to herself. It was in a way ironic that Mandy herself, who from the very beginning had longed to rid the world of the corruption she had hated for so long, had for even longer suffered from a somewhat similar issue within her heart. Even now as she addressed her servant she could feel the void within her as bit by bit it pulled more of herself into its empty hollow depths.

Her powerful agent was conceived as a weapon, her trump card with which to take care of all her enemies with one weapon, imbued with all the power of the underworld greater than any demon. It had proven a resounding success, and had destroyed much of the resistance before it could launch its final attack, saving her and the remains of her empire from destruction.

"And your secondary mission?" Mandy demanded callously of her subordinate.

While the impending attack had recently been averted, Mandy knew full well the resistance was now too strong to effectively destroy with or without the assassin. The empire was now facing inevitable, imminent destruction from without and within. She foresaw that any attack on the capital would lead to the masses rising up and flooding her armies. Now that her empire had collapsed, leaving her with only this one city left in the world, an uprising in this city could never be quashed from outside. The last remains of her once great empire would come to an end, and her with it.

But she had one last trick up her sleeve.

"Kill the founders of the resistance before you come to power, and destroy resistance members throughout your reign." Answered the figure emotionlessly, a simple statement of what it was to do.

It was her creation itself that had proposed the concept to her in the first place following its successful mission to postpone the empire's downfall. As it had been done before, when she was fighting against Boogey and his pathetic gang of thugs, she knew that it was possible to travel back and forth through time. What's more her one time collaborator Mandark, long dead after he was of no more use to her, had designed a working time machine which could easily be rebuilt. She knew that if she were to destroy the resistance before it existed, it wouldn't be a threat to her later.

She had seen the proof of her agent of subterfuge's loyalty and effectiveness, and so she found it logical to send it back to when she was very young, and her quest for power was just beginning. If her weapon could be set upon her enemies at the earliest stage before they even became a problem, then everything that plagued her now, everything that had turned her dream to ruin, would all evaporate. In addition there was also the chance to avoid the many heavy mistakes she had made earlier in life.

There were however two issues about her plan that unsettled her. First and foremost was she didn't know what would happen to her in this time once the jump was made. Would she, the resistance and life in general continue, with another better timeline branching off for another much luckier version of her? Would the resistance suddenly be gone while she stayed like this? Or would she, the empire, the resistance, and her entire universe suddenly cease to exist with another timeline taking its place?

To this while she had reason to be nervous, in her mind it was pointless to fear it when she had no control over it. Mandy had no choice but to send the agent back due to the inevitable destruction she faced by her ever growing enemies.

Her other concern was somewhat different. What would her creation would do once it was released? Prior to now her agent had served her with utmost loyalty, relentlessly pursuing its targets to destruction, going to absolutely any length to infiltrate and destroy her enemies. But that was in this world, an uninhabitable dead world, her world. Here she was the ultimate power. There was nowhere anyone wishing to break free of her control could go. Outside of the capital there was only desolation and ruin. Until now her agent had been operating under her shadow.

'What will happen when I'm not there?' The thought flashed through the forefront of her mind. How would her agent of subterfuge behave once it was completely let loose without her there to control it?

Once more though she had no choice. Whatever happened when she did this she had no control over, so there was no point being afraid. Ultimately though it wouldn't have mattered anyway. She was as emotionally cold and empty as her assassin, all the desire and passion and hatred she'd once felt, the powerful dynamic forces that had once driven her, having long since fallen into the void within her. In the end she really didn't have any reason to feel fear anymore. Nothing really mattered to the stern dictator now, and in the grand scheme of the universe, not even she, or her servant, or anything they were doing here did. She hadn't really cared about anything for hundreds of years now.

Taking one last look around at her surroundings, the cold concrete room adjacent to the giant decaying hall, all part of her underground laboratory, she began the task of sending her servant back. In front of her stood her raven cloaked spectre of shadow, whilst behind it arose a large oval ring set atop a metal platform. Walking over to her right she took her place before a control panel. Working with detached calm she entered in the number of years the machine was to jump through, coupled with the location it was to come out at, the numbers appearing in orange on a black liquid crystal display set into the sloping steel surface. Checking they were correct she moved her slender fingers to lift the clear plastic cover to expose the ever typical red button, depressing it into the surface.

Turning to the end of the room she watched as the ring formed a great glowing green vortex through space-time to when and where she was very young, not long before she first started to put her plans for world domination into practice. She looked back to her creation, her prodigy. It had been so long since she had someone as loyal as it was. After the destruction of her enemies she had begun to care for her creation something very much like family. She had hoped with all that remained of her heart that it would one day become just that, a family, and would perhaps one day return her affection. It was always loyal and respectful to her, its voice always slightly softer when speaking to her. Indeed it gave the appearance that the love and care she bestowed upon it was being returned one hundred percent.

Deep down though she knew the truth. Though it would return gestures of kindness and affection back to her, whenever those bitterly cold, haunting black eyes looked at her, they were completely devoid of any warmth or fondness or care for her whatsoever. Those very same detached, silently chilling eyes were currently looking back at her now.

Mandy watched as it turned on its heels and slowly began to walk towards the ring. Slowly ascending the platform its black shoes made slow, even footfalls on the steel steps, heel then toe striking the metal grate beneath as it continued onward with complete calm.

She walked over to the centre of the room again to where her prodigy had stood moments ago, watching the figure slowly ascend now almost at the top. 'Goodbye my child, I will miss you.' She whispered silently through her mind, though outside her dark and stoic demeanour told of nothing.

Finally reaching the top of the platform the black cloaked spectre stopped, pausing just centimetres away from the face of the vortex. Without uttering a single word or gesture the figure turned around to face where it had stood one last time. The eyes wandered around the room, taking in every last scrap of detail of this world's existence as they could. Its cold onyx eyes swept from the left, the bare concrete wall, the control panel, to the right, the opposite wall, the power cables, coming to the centre, the exit to the hall and the ruins of the world beyond.

Finally it turned its unfeeling gaze down, down on the spot where it stood moments ago. It stared at the figure standing there, the ever present stoic mask on her face. It stared at her, the cold malice filled eyes boring, burning directly into hers, before finally turning and stepping through the vortex without a word, disappearing through the event horizon.

Mandy stood there, her creation gone. The vortex closed now that its job had been done, bringing an end to the link between the two worlds. She turned on her heels to leave through the doorway out into the main hall, never to return to the slowly decaying monolithic facility. As she walked alone through the empty hall of the laboratory beneath the thousands of titanic pillars standing tall up to the curving roof high above, she remembered just how those cold onyx eyes had stared into hers.

Her walk slowed to a halt, standing silent and alone beneath the silhouette of the giant empty hall. She knew now exactly what the message was.

Thinking back with a heavy heart Mandy reminisced about her creation, crafted from her own genes, her own soul with all the darkness and will her entire being had ever held, with none of the slight bit of compassion and good left in her. She closed her eyes and gave out a weary sigh of defeat, continuing her slow walk back to her grim fortress bastion, all the while reflecting on her creation.

In that she finally realised her mistake.

'It was too much like me.'

Mandy walked in silence to the end of the long hallway, her footsteps echoing around her until she finally dissapeared through the exit. The ancient empress was long gone when the white lights in the hallway winked out permanently, the miles of concrete pillars fading away into blackness as the entire complex fell silent.