Disclaimer: Sanctuary, nor any ideas affiliated with Sanctuary herein are property of myself. They belong to Sanctuary. Any historical figures or events are also not in any way tied to my own, and belong in history, right where they are. Any parallels between any event or character in this story and in real life is accidental. No money was made from the writing of this story. All original characters belong to me.

Rating: Teen. Rated Teen for: graphic violence, cruelty/abuse/sadism, occurrences that could be conceived as torture, graphic gore, language.

Category: Angst/Horror

Summary: At midnight, the clock starts to tick. At midnight, the feeling wanes. At midnight, the games begin. Is there hope? Or is all lost in darkness?

Time Frame: mid-Season 2. Pre-Sleepers, post-Pavor Nocturnus.

A/N: A few quick notes concerning this tale:

Ways to differentiate between points of view-
italics (just regular italics) - memories/flashbacks
"italics" (italics with quotation marks around them) - thoughts
/italics/ (italics with backwards slashes at the beginning and end of the passage) - seeing through someone else's eyes

This tale is told in multiple Parts (aka chapters). Thus far, I have through Part 2 written. The rest shall be written shortly, and updated approximately one week in between each.

Dedication: This tale is dedicated as a gift to Yuu-chi, a good friend of mine. A very merry Christmas to you, and a Happy New Years too!


-Part 1: Into Darkness-

12:00am; April 14th

The door opened one final time, a shaft of darkness piercing the brightly illuminated room. A shadowed figure was bowed into the richly furnished room. The hooded man bowed his head to the other twelve occupants in the room, and each of them returned the gesture.

The newcomer crossed the thickly carpeted floor to sink into an overstuffed armchair. His hand rested atop the armrest, the fingers beginning to twitch anxiously, as if they were accustomed to drumming, but their owner was keeping them carefully in check.

The hooded head swiveled around the room, taking in the tapestries that hung along the wood and stone walls, and admiring the blazing hearth set into the back wall. Above the mantle hung an impressive array of ancient weapons, from swords to battle axes, and all of the way back to an intricately carved spear. Vases and sculptures of fantastic beasts stood on dainty tables and bookcases, filling the room with the flickering of firelight off of porcelain and pewter.

Next, the man's gaze flickered over his companions. A few of them had their faces covered, much like he himself did, although he could ascertain certain details about each of them, simply by the way they dressed or the way they held themselves.

There was an older man sitting in the ornate wooden chair in the corner, the blood red cushion showing stark against the black of his pants and coat. His face was sharp and his eyes cold as he stared at the fire flickering in the grate. Beside him, and sitting daintily on the sofa beside a rather corpulent, balding man, sat a slim, haughty woman, the gems embedded in her eye glasses frames refracting light every time she shifted her head even a little. On the far side of the man sat a youth that, too, wore a hood concealing his features. He could have been barely out of adolescence, his slightly scrawny looking chest and shoulders telling a tale of having another few years to grow and expand. Sandy blond hair peered out from under the cusp of the hood, dusting his forehead and cheeks with feathery spikes. He was perched on the edge of the couch precariously, as if he would much rather be far away from the two beside him than he currently was. Sitting to his left was another man, his mouth twisted into a sneer. His eyes were black as coal, and his dusky black hair slicked back to reveal a pasty forehead. A jacket, tie, and slacks covered him from head to toe, a handkerchief of maroon silk just barely visible as it peeked above the lip of his breast pocket. Sharing a loveseat across from the couch were two nearly identical teens, the only difference the fact that one was a boy, and one a girl. Even their hair was cut in the same lopsided, nonchalant style. Their eyes were what drew the watcher's gaze – they were a deep violet, the depths of the iris flecked with silver. They were veiled, their faces schooled into masks of indifference. Beyond the twins, sitting close to the crackling hearth, sat an older woman. Her face was wrinkled and her hands shook slightly as they folded and refolded in her silk clad lap. Behind her stood a slightly younger man with vibrant orange hair, one hand placed on the elder woman's shoulder. Whether he was protecting her, or comforting her was unclear. Even as he watched, the ginger moved around the armchair and sank onto a footstool. Every few seconds, he would shoot an accusatory glance over one shoulder, his eyes boring into the skinny, rat-like man sitting with his legs crossed on a second wooden chair. Directly beside the watcher, who seemed to be the final member to the company, sat a woman in her late thirties, a leather jacket zipped up to her chin, cargo pants that hung low over combat boots, and a fedora shading her face. Her eyes gleamed out from the shadows obscuring her features, their piercing blue gaze unsettling in its intensity.

The only man in the room that the newcomer had not closely inspected suddenly turned away from his vigil by the fireplace. He was stocky and tall, his cheekbones high and his storm gray eyes holding a twinkling warmth in them that seemed to be absent from the remainder of the room. He was dressed all in black, from the boots adorning his feet, to the hooded jerkin that was cinched around his waist with a belt.

He smiled as his gaze swept around the room, carefully counting the twelve other members seated in a circle. Somehow, the warmth that seemed to shine in his eyes didn't make it to his mouth. His smile was cold and merciless.

"Now that we're all here, shall we begin?" the man asked, the breaking of the silence feeling like the shattering of a stained glass window. Nods of assent circulated around the circle, although the more perceptive of the group realized that the man had not been waiting for their approval.

Almost before the words had left his mouth, the oak door leading to the darkened, outside hall opened one final time. Thirteen heads turned to watch the creature enter the room.

It was tall and lanky, and seemed to almost shimmer, as if the light of the fire was somehow glancing off of his very skin. He had no hair to be seen, and his skin was a sickly tan. Perhaps the most unsettling thing about the creature, however, was that he had no eyelids, his irises twice as large as any humans. The pupils were slit vertical like a vipers, and blood red streaks trailed out into what little white of the eye could be seen.

Thirteen separate coils detached themselves from the creature's arms and legs, dropping to the ground with a soft plop. With the soft hiss of scales on fibers, the things moved closer to the thirteen members of the circle. Many of those seated shifted nervously, their eyes darting back and forth as they began to wonder just what they had gotten themselves into.

The man standing by the fireplace took two steps forward, before dropping regally into a carved, ebony armchair. Truth be told, it looked more like a throne than a true chair, with ornate patterns carved into the wood, and the cushions gleaming with rich dyes and gold and silver embroidery.

The serpentine creatures stopped by the feet of their appointed individual, coiling themselves in readiness. The man looked down at his, memorizing every detail about the strange creature. It appeared to have bark-like scales running the full length of its serpentine body, its tail tapering to a point. Its head was triangular in shape, with two tiny, ivory needles poking above the top lip. It shone a dull brown fading into the cream of the carpet.

A hiss sliced through the air, and seconds later, the door closed with a snap, the bringer of the serpents disappearing into the hallway. On cue, each of the creatures lying on the floor began to slither up the leg of their chosen individual, wrapping themselves around the shin. When their head was halfway up, they jabbed the point of their tail into the carpet below, sinking it deep out of sight.

The man sitting in the throne smiled.

"Let the games begin," he ordered.

As one, the serpents struck, burying their heads into the flesh of their victims, and darkness descended into the minds of the thirteen seated members.

A flash of searing gray light. A tingling sensation. And then, thirteen minds joined together. They were one. No; more than that. They were inside one.

They were inside her.


03:14am; April 14th

Will Zimmerman lay in his large four poster bed, one arm thrown carelessly across his eyes. Not that he needed the appendage to block out sunlight streaming through the mullioned windows on the far wall, for the sun had not yet even risen. In fact, it wouldn't for a good many hours yet. Instead, he was attempting to block out the distractions buzzing around him. It wasn't working, however, especially considering the fact that the distractions were internal rather than external.

He truthfully couldn't explain what was bothering him. If anything, it seemed to simply be a small, yet annoyingly persistent, nagging doubt in the back of his mind. Or perhaps it was a shadowed fear lodged somewhere in his chest. Whichever one it was, it made absolutely no logical sense, and for a man who was ruled by logic and what was seen, a niggling feeling wasn't much to put faith in.

Finally, Will gave up attempting to fall back asleep. Sleep simply did not want to come. He swung his legs out of bed, ruffling his hands through his hair as he stood, swaying as he stretched. Staggering slightly in his bleary state, he made his way to the door separating him and his bathroom, snagging a pair of jeans and a plain t-shirt on his way.

Fifteen minutes later, he emerged from the bathroom, hair still dripping, and looking only slightly more awake. He yawned widely, grumbling slightly to himself as his eye caught the gleaming numbers of the alarm clock on his nightstand: 3:29 – a most unreasonable hour to be awake.

Not feeling hungry in the least, only more than a little sleep-deprived, Will meandered his way through the hallways of the Sanctuary, finally finding himself in front of the door to his office. After contemplating for a moment, he pushed his way in, clicking the lamp on his desk on as he half fell into the chair.

Folders and forms were piled on the top of the desk, the pristine white of the paper gleaming at him mockingly. What with Magnus being away for the week, the paperwork had fallen onto Will to complete, and had quickly piled up. Seeing nothing else to do, Will set to work on sifting through the mountain of paperwork.

He worked steadily for the next few hours, somehow managing to wade his way through one of eight stacks littering his office. The monotonous work wasn't helping to distract him much, however. The feeling that had plagued his sleep and brought him to wakefulness continued to dog his thoughts, pulling at him incessantly.

By 5:45, Will had given up working through the papers scattered on his desk. He dropped the pen he had been holding, and allowed his head to fall onto his arms which were crossed on top of the many folders piled on his desktop.

"What's going on?" he asked himself aloud, hoping that speaking his thoughts might, somehow, make everything more clear. It didn't.

With an exasperated huff, Will pushed his chair away from his desk, leaning his neck back over the headrest. He closed his eyes, hoping against hope that sleep would claim him.

He sat bolt upright, his eyes flying open. Everything suddenly became clear to him. Well, as clear as anything can be at 6 in the morning. He knew the feeling that was clenching at his gut and tearing at his mind. He knew it quite well, even if he hadn't felt it for a surprising length of time. He could only wonder why he hadn't recognized it before.

It was fear. Deep, unshakeable fear. The kind you feel when you're looking at Death's bloodstained wings, and can feel his gaze boring into your heart and soul.

And he had no rhyme or reason to be afraid.

He was sitting within the walls of the Sanctuary (not that that was the safest place to be), in his office, at 6 in the morning. Everyone else was asleep (most likely), and all of the dangerous Abnormals were safely locked in the Shoe. The alarm systems would be clamoring if security had been breached. The Cabal were no longer a threat, and the remaining small factions were wisely retreating into hiding from Druitt and Nikola's fierce onslaught. There was nothing to be afraid of.

And yet Will was afraid.

A knock on the door startled Will out of his thoughts, nearly causing him to topple forward out of his chair. He caught himself on the corner of the desk, and called out for whoever it was to enter.

Henry poked his head through the door, his hair wildly tangled and his eyelids more than half closed. He smothered a yawn as he opened the door farther.

"Well you're up early," he commented, coming in to sit in a chair situated on the near side of Will's desk.

"So're you," Will replied, running one hand over his face in an attempt to clear his thoughts.

"I left some tests on the security system running last night so they'd be done before feeding time," Henry said by way of an explanation. "They finished sometime this morning, and I didn't want Kate or the Big Guy to get mad if they had to wait to finish their chores." Will nodded absently, still attempting to ground himself in his current surroundings.

Henry looked at his friend more closely, noting the slightly haggard look on Will's face. "Hey, you okay?" he asked, sounding ever so slightly more awake in his worry.

"What? Oh, yeah," Will replied automatically. "I just didn't sleep well is all. I figured, what with Magnus being gone and all, I should spend some of the time I wasn't sleeping trying to get through this paperwork. I still don't understand how she manages to get it all done, plus meetings with us, plus fieldwork, plus all of those extra projects she's constantly working on."

"She's an enigma. Even to me, and I've been living with her way longer than you have," Henry retorted with a small chuckle.

He stood up, rubbing his hands together. "Well, I need coffee. Care to join me?" he asked. Will spared only one glance at the papers dashed across his desk before he smiled and stood, turning out the lamp as he did so.

"Sure," he replied. "Coffee sounds wonderful."

The day dragged by painfully slowly to Will. Throughout the staff meeting, he kept trailing off in the middle of his sentences, distracted by the odd, prickling feeling at the base of his brain that was his constant companion. Kate finally asked if he was sick, and Biggie threatened to drag him down to the infirmary until Will managed to convince them he was merely suffering from the side effects of insomnia. Whenever he attempted to work on the paperwork continuing to build in his office (stacks of folders had to be moved to the bookcase and one of the spare chairs so that his desk wouldn't be so overrun that he didn't have any place to work), he kept getting distracted and accidentally spelling his name wrong. The nagging fear in his mind just wouldn't let him concentrate.

He threw the pen down in pent up anger, allowing a small growl of frustration to escape between his lips. The chair toppled behind him as he stood up viciously, not caring as it hit the ground with enough force to splinter the wood.

He moved to stand in front of the window, running his fingers through his short, spikey hair repeatedly. He gazed out at the peerless blue sky, as if begging the cloudless heavens to give him an answer. Any answer would be helpful. The heavens seemed to be disinclined to oblige.

After righting his chair, Will slunk out of his office, a deep, bone piercing melancholy and helplessness sinking over him. With a bitter smile, he realized he was feeling more than a little woebegone and pathetic. He slowly made his way down to the kitchen, thinking that maybe he would get something to eat.

Kate was already sitting on the counter, a spoon in one hand and a carton of ice cream in the other.

"Hey," she greeted will cheerfully, smiling cheekily at him. "Feeling any better?" The look Will shot her way was all the answer she needed. As Will pulled the fridge door open, Kate tried again. "So, Squid says he has some information that might be of use to us."

"Hm," was all Will answered in reply.

"We just got his message a few hours ago. He told us to meet him at the old bridge in two days." At least that time she gleaned a word for her troubles.

"Really?" Will queried, although the tone of his voice urged her to go on.

"Yup. So, who're you gonna have go meet him?"

"You or me, probably," Will answered, turning away from the fridge with a slice of pizza in his hands.

As he took a bite out of the pizza slice, a shadow fell across his face. Surprised, he looked out the window.

An enormous cloud bank was rolling across the sky, blocking out the sun's life giving rays of warmth. The clouds were thick and dark, each one a roiling mass of threatening gray.

Just then, Will's adrenaline spiked. His heart sped up, his breathing coming in shallow, ragged gasps. Energy flowed through him, filling him. Just as quickly as it had come, the feeling subsided, leaving him sagging against the counter. He only just managed to stay upright, grasping the corner in a death grip.

"Will?" Kate's surprised yelp permeated the numb shock that filled his mind. He lifted his head, shaking it to clear his thoughts. Kate slid off of the counter, grabbing his shoulders and helping him to a nearby chair. He sank into it gratefully, taking a deep, shuddering breath.

"Will, are you okay?" Kate asked, worry rife in her tone.

"Yeah," Will answered. Then he looked up at her, a small smiling hovering around his lips. "Yeah, actually I am. That's weird…" he trailed off. Unexplainably, strangely, and most welcomingly, the blanket of fear that had been smothering him all day was gone – vanished, as if it had never existed, the only reminder a faint memory fading into Will's memories.

"Will, Kate!" Henry burst into the kitchen, allowing the kitchen door to slam into the wall with a crunch. He slid up short at the sight of Kate bent over Will worriedly, while Will was grinning like a fool. "Uh, is everything okay?" Henry asked, his voice calming and instead being replaced with worry.

"Yeah, everything's fine," Will replied, standing up. Kate straightened as well, shadowing him as he stepped toward his dropped slice of pizza as if she were afraid he would nearly fall over again. He took a large bite with renewed vigor.

Henry looked back and forth between Kate and Will, but then decided to drop the matter.

"So," he said, his face once again beginning to light up. "What do you think of the storm coming in?" he asked.

"I had thought it was supposed to be clear and bright all day," Kate replied, sparing another glance out of the kitchen windows and up into the now completely covered sky.

"It came up so fast," Henry mused, also glancing out of the window. "I was outside taking a look at some of the wiring at the gate, when all of a sudden the sun was just…blotted out. I hadn't even seen a cloud in the sky up until then. It was really kinda creepy."

"Yeah, well today's just been a weird day overall," Will said, finishing the final bite of pizza crust and dusting his hands off on his jeans. Henry and Kate looked at him, silently urging him to go on. "I've just had a weird feeling all morning," Will supplied with a wry twist of his mouth. "It's nothing to get excited over."

"Well, anyway, I came in to see if one of you would help me move the equipment inside before the storm breaks," Henry said after a moment of contemplative silence. Some of it is rather sensitive to water, and it would be really bad if it exploded."

"Sure, I'll help," Kate offered, turning to put the ice cream back in the freezer. "You gonna be okay Will?" she asked as she was about to exit the kitchen.

"Wha? Oh, yeah, I'll be fine. Really," he reassured her, smiling slightly. Kate returned the smile, and turned to follow Henry out of the house.

Will rolled his shoulders rather uncomfortably, feeling almost as if he was floundering in the sudden absence of fear. For a long moment, he watched the clouds roil and build high above the Sanctuary. As he watched, he felt an insatiable urge to be up there with them, to stand in the free air.

His mind made up, he quickly ascended the stairs to the small door set at the end of the farthest hallway, and unbolted the ancient oak door. It protested only slightly as Will shoved his shoulder against it, pushing it open. His footsteps echoed around the stone stairwell. One more door stood between him and the outside.

As Will emerged onto the roof, the first thing he noticed – apart from the roiling masses of gray clouds seething above his head – was the wind. It whipped around the lip of stone that surrounded the roof, a keening howl careening through the turbulent air. Fingers plucked at his clothes and ruffled through his hair, battering his skin with tickling force. Goose bumps rippled along Will's bare arms and neck, and he wrapped his arms around his torso, hugging his shirt tight to his body.

He stepped out into the wind and neared the edge of the roof. He wouldn't dare to step up onto the short wall separating him from a twenty foot fall today, especially with the wind, but he did want to be able to see the grounds beneath.

Will watched as Kate and Henry quickly pulled various pieces of equipment into a storage shed and spread tarps over the closed doors and windows. It looked like they were in for a hell of a storm.

As the two disappeared inside, Will lifted his face to the sky, allowing the wind to rush around him. He opened his senses, allowing them to run with the racing air and cavort with the spinning clouds. He felt alive and so very free. He was unburdened, weightless.

As all thought fled his mind, embracing the oncoming storm, a small shadow began to grow in his mind. It grew, until it had creeping tendrils all throughout the man's mind. Slowly, unconsciously, Will began to sink into the darkness, allowing it to caress his mind.

Darkness surrounded him, clutching at him. His heart raced, fighting to burst out of his chest. His breathing was sharp and ragged, frenzied. He closed his eyes, fighting to regain his calm. Slowly, ever so slowly, the fear began to recede. But only a little. When he opened his eyes, it was still just as dark as before. The task was just as impossible, the hope just as faint.

He began to move forward, his arms outstretched slightly so as not to run into anything in the darkened cavern. His feet shuffled along the floor as he took tiny steps, small stones and pebbles clattering away from his boots as they dragged along the ground.

Without warning, his right hand smashed into something hard. Something hard and extremely sharp. Light flared around him, assailing his retinas as it lanced through the darkness. His hand burned and stung all at once, and he could feel warmth trickling down the fingertips from a deep gash on the back of his hand.

It took a second to realize he had screamed.

It took a further second to realize that it was not him who had screamed. It was a woman.

The scream was eerily familiar.

Will gasped and stumbled forward, falling halfway over the wall surrounding the roof. His knees hit the stones, and he sank to the rooftop as if every bone in his body had suddenly been liquefied.

What had he just seen? Was it a figment of his imagination? Was it a fear he harbored?

No. It was a memory. Of that much he was certain. A memory that was most certainly not his.

For a second, he had been sure he had known whose memory it was. But the moment of clairvoyance was gone. Even as he grasped at what faint straws he could, the memory faded around him, dissolving into the wind. The darkness from which the memory had come, too, faded away, and, even though he sat and strained to find it, he could not.

Even as the final misted image faded away, the shadow from before once again settled around Will. Once again, Will was afraid. Although this time, he wasn't sure he didn't have a reason.