WARNING: This is just a pre warning there will be slash in this next chapter. That means male/male pairings. If you are not into that type of thing then stop reading at the first line break. You won't miss any of the actual story just the slash part. I wrote it that way because I know it's not everyone's cup of tea. If however you like slash in all its yaoi goodness then: Enjoy.

I also just want to say how surprised how many reviews I got that felt bad for Marie. I had not realized the old dear had become so liked. Also I was pleased and a little excited that I had so many people tell me how much they like the story and how anxious they are to find out what happened next. Thank you all once again for the kind reviews. I promise to keep this going to the end.

Once again:

Clockwork, Nocturne and the Observants belong to Butch Hartman and Nickelodeon

Clockwise and Dusk belong to xwocketx (wocketchu on )

All other characters belong to me

When Clockwise returned to the camp that evening Dusk already had a fire going. He glanced up at Clockwise for a second before looking back to the fire. Neither said anything as Clockwise sat down. There was still a strong tension in the air from their previous argument. Though the timekeeper had calmed down a bit he still wasn't ready to address Dusk at the moment.

Clockwise soon became lost in his own thoughts. He stole a glance at Dusk. What should he do about Dusk? Clockwise had actually started to enjoy Dusk's company but his actions with the sorcerer had reminded Clockwise just how unstable the dream ghost was. Clockwise knew it would be pointless to tell him to return to the Ghost Zone and allow Clockwise to continue on his own. He was too protective of Nocturne to even consider leaving the child's fate in the timekeeper's hands. But would he be able to stop Dusk from completely destroying the Circus where they were being held along with any innocent lives that may be nearby?

Dusk's words had hit a sore spot with him. Especially the one's concerning Clockwork. The dream keeper's words had sounded too similar to the one's his apprentice had thrown at him the morning of his disappearance. Could there have been some truth to his words? Was Clockwise pushing his apprentice too much, trying to turn him into something he was not? They still stung as much as if it had been that morning instead of several weeks ago. He couldn't believe so much time had passed since he had seen his young apprentice. He and Clockwork had never been apart this long before and he found himself missing his young apprentice. He prayed that he would be able to find him soon and put this whole mess behind them.

His mind began to wander, remembering the day that he had first formed Clockwork. To this day he cannot explain where the desire to create an apprentice had come from. Perhaps he had been lonely or perhaps it had been the realization that nothing, not even he, would last forever. So he had created Clockwork. He remembered the day the boy had first awoken and looked at Clockwise with calm red eyes.

"Where am I?" he had asked.

"This is my home. It is your home now too." Clockwise answered.

"Who are you?"

"I am Clockwise the Master of Time. I created you. You are going to be my apprentice."

"Oh," the child had said calmly. "Am I a time master too?" He then asked.

Clockwise had chuckled at the child's question. "Not yet, but you will be one day if you work very hard. You will have to train for many years, but I think you will be a fine timekeeper one day."

The boy nodded and did not say anything. However he looked like he wanted to ask something else.

"What is it?" Clockwise asked.

"Do I have a name?"

Clockwise smiled. "We'll have to pick one out for you. What would you like your name to be?"

The boy thought for a while. Then looked up at Clockwise. "Would you pick one out for me?" He asked.

Clockwise was touched that the boy had wanted him to choose. "Of course," he said, "Now let's see."

Clockwise thought for a few minutes. His eyes fell on the ticking clocks on his staff.

"How about Clockwork?" He asked.

"Clockwork." The boy repeated, testing the name. He smiled. "I like that."

"Then Clockwork it is. Now come. We have much work to do." Clockwise said holding his hand out to his new apprentice. The boy took it with a smile.

"Yes Master."

Clockwise was knocked out of his memory by the dream ghost's voice.

"Do you feel that?" Dusk said suddenly rising from his spot.

Clockwise looked around and opened his senses. There was something in the air. The aura of a very powerful ghost nearby. Clockwise rose and stood next to Dusk, both taking a defensive pose. The ghost's signature was moving closer to them. As it came closer Clockwise recognized the signature.

"Is that what I think it is?" Dusk asked.

Clockwise nodded and relaxed as the Observer appeared, flanked by two armored guards. Dusk however kept his guard up.

"What do you want buggeye?" Dusk demanded.

The Cyclops ignored Dusk floating to stand in front of Clockwise. Clockwise gave a slight bow.

"Why are you here?" Clockwise asked the Observer respectively. "Has something happened?"

"I have come here by the order of the council to bring the both of you back to the Ghost Zone." The Observer stated formally.

Clockwise took a step back in shock. "What do you mean?" He asked.

"You have neglected your duties for this fool's errand long enough. The council has decided it is time for you to return at once."

"Fool's errand! You call rescuing Nocturne a fool's errand!" Dusk snarled taking a step closer.

The Observant narrowed his eye at Dusk.

"You may have time to fiddle about in the human world but Clockwise has responsibilities. Responsibilities he has been neglecting as of late." He said pointedly at Clockwise.

"Sir you must believe I have not been neglecting my duties. I have been keeping a close watch on the time stream through my mental connection and I teleport to my tower to check my time monitors every few days." Clockwise explained.

"When were you doing that?" Dusk asked.

"I do it when you go to the village to feed on dreams." Clockwise replied.

"Be that as it may," the Observant said crossly not liking being ignored. "You cannot keep wasting time in the human world."

"If you want to take the old man that's your business but leave me out of this and I'll find him on my own." Dusk growled at the Observant.

"Do you honestly think the Observant council is going to leave you unchecked in another timeline in the human world?" The Observant stated.

"Do YOU honestly think you can stop me?" Dusk shot back, taking another step toward the Observant. The guards by his side made a motion toward the nightmare ghost. Clockwise stepped between them.

"That's enough Dusk!" He warned. He turned back to the Observant.

"Please sir you cannot ask me to stop searching when we are so close. We have nearly located the boys. If we could have just a few more days…"

"The council has been indulgent enough on this matter Clockwise." The powerful ghost interrupted, "While the fate of your student is…unfortunate. We cannot allow you anymore time. The matter is closed."

Clockwise slumped his shoulders in defeat. The Observer put a clawed had on his shoulder.

"I understand the loss of your apprentice must be inconvenient. But another can always be formed."

Clockwise looked up, shocked at the Observant's words.

"Please sir," he began desperately.

"I'm sorry but we cannot allow you continue without any validation." He began floating away. The guards moved toward Dusk.

"Wait! We have validation. Something that even you eyeballs won't be able to argue against," Dusk said suddenly.

The Observant stopped and turned back to him. "What do you mean?" he asked, "This had better not be one of your tricks Dusk."

Dusk looked at Clockwise. "Show him those chains. The one you took from the human sorcerer."

Clockwise gave him a confused look then his eyes shot up. He pulled the chains from the pocket of his cape. He held them to the Observant.

"I recovered these from the sorcerer who had taken Clockwork and Nocturne. I believe he used similar artifacts to keep them imprisoned and closed from our sight."

The Observant took the chains and examined them. "These are powerful and ancient artifacts."

"Artifacts that are now in the hands of some human circus owner. Not to mention the fact that Clockwork and Nocturne will one day grow up to be two very powerful ghosts. It would be bad if this human realized the power he possesses wouldn't it?" Dusk said convincingly. "If you allow Clockwise to finish the quest however he would be able to recover these artifacts and prevent them from any 'misuse'."

The Observant considered Dusk's words. Clockwise held his breath.

"You have three days." The Observant finally said. "And when you are finished you will turn these artifacts into the Observant council so that we may keep them out of harm's way."

"Thank you," Clockwise said bowing low.

"Three days Clockwise. And I also expect you to keep Dusk in check." The Observant made a signal to the guards and the three teleported away leaving Clockwise once alone with Dusk.

Clockwise turned and gave Dusk a quizzical look.

"What?" Dusk snapped. "Don't think any of that was for you. I just wasn't about to let them try to make me return to the Ghost Zone without Nocturne. Not that they could have forced me back. This was just easier is all."

That was a lie. Clockwise knew that Dusk could easily avoid capture from the Observant and his guards and continue on his own. Still Clockwise decided not to press the matter.

Clockwise awoke the next morning and stretched the muscles in his back. All this sleeping on the ground was beginning to wear on his back. He was unaccustomed to sleeping in the woods. He looked around for Dusk. The dream ghost was nowhere to be found.

Where could he have gotten off too? Clockwise wondered.

Just then he heard a splashing coming from nearby. Clockwise followed the sound to a clearing and found Dusk bathing in a nearby pond. The dream ghost turned at the sound of Clockwise approaching.

"Don't you know that it's rude to peek in on someone while they're bathing Timekeeper?" Dusk said not at all embarrassed at the other ghost's presence.

"That would be true if said ghost did not run around naked on a regular basis." Clockwork responded taking a seat on a nearby rock, "Though I am surprised you would consider bathing outdoors in a pond."

"Well not all of us have the luxury of popping back to your tower every few days, and while bathing in some dirty pond is not high on my list I hate being filthy even more. Besides," he added, "There's something refreshing about bathing outside in the open. You should try it sometime."

"I'll pass." Clockwise said.

"Oh come on Timekeeper," Dusk said swimming up to Clockwise with a mischievous smirk on his face. "It'll be good for you."

He stepped out of the water toward Clockwise still soaking wet. Clockwise blushed slightly as his eyes ran over Dusk's still wet body. An action that was not missed on the dream ghost.

"Like what you see?"

Clockwise blushed deeper at the husky tone in Dusk's voice. The timekeeper looked away. "Don't be ridiculous." He said.

"You really need to learn to relax," Dusk said. Reaching out to play with a silver strand of hair. "It's not healthy to be so uptight all of the time."

"Dusk," Clockwise asked shakily, "What are you doing?"

Dusk slipped his hands under Clockwise's cloak. They rested on Clockwise's shoulders, massaging them. He leaned into Clockwise's ear.

"Just helping you relax," he whispered.

Dusk continued his ministrations running his hands up and down Clockwise's shoulders and arms. Clockwise suppressed a moan. His mind was running a thousand miles per hour. What was going through the dream ghosts mind? He should stop Dusk, they didn't have time for this. Thought he couldn't deny that Dusk's touch did feel good. How long had it been since he had been touched like this? So…personally.

He closed his eyes and allowed Dusk to massage his shoulders and neck feeling his muscles loosen under the dream ghost's skilled hands.

Clockwise's eyes shot open as Dusk's hands moved lower. He grabbed the dream ghost's wrists as they reached the edge of his belt.

"That's enough Dusk." He warned.

Dusk smirked wickedly meeting his eyes.

"What's wrong Clockwise? Am I making you nervous?" He purred, his fingers still fidgeting with the edge of Clockwise's belt.

Clockwise shuddered at Dusk's use of his name. "I just think we are moving into dangerous territory." He said.

"Afraid of a little danger?"

"I'm not afraid of you if that's what you're asking." Clockwise said, lowering his face to Dusk's.

"Really?" Dusk said, bringing his hands back up to rest behind Clockwise's neck. Burying themselves in the time ghost's silver hair. "Care to prove that?"

Clockwise brought his lips done on Dusk's who returned the kiss eagerly. The two fought for dominance of the kiss. Dusk winning out. He nibbled on Clockwise's lip earning himself a moan from the timekeeper who rested his hands on Dusk's waist. Moving them up and down the dream ghost's back. Causing Dusk to arch against his touch.

Clockwise had never felt anything like this before. It felt like an electric jolt going through his body. His senses were being overwhelmed. The feel of Dusks body under his hands and the taste of the dream ghosts kiss were enough to drive him crazy.

They stayed entwined together like that for who knows how long before finally breaking apart. As his foggy mind began to clear the realization of what he had just done hit him like a ton of bricks. He jumped away from Dusk as if a fire had been lit between the two of them. He looked like he was on the verge of panic.

"Breath timekeeper." Dusk said calmly.

"Did we just? I mean did you and I?" Clockwise stuttered.

"You're not going to run off into the woods again are you?"

"Dusk this is serious!" Clockwise practically yelled, "What if the Observants find out."

"Oh come on Timekeeper it was just a kiss! It's not like I threw you down on the ground and had my way with you. And as for those eyeballs who's going to tell them?" Dusk said.

"But I…" Clockwise began.

"You're making too big a deal of this. It was just a kiss. I'll give it was a rather good one but still just a kiss. You really do need to relax more. I could help with that." Dusk smirked.

Clockwise took a step back, "I think you've relaxed me enough. We need to get back to searching for Clockwork and Nocturne. We've only got two and a half days left before the Observants come back for us."

The reminder of his apprentice knocked Dusk out of his promiscuous mood.

"You're right. We need to find them so that I can make that slavering circus owner pay for taking Nocturne." He said.

Clockwise felt his shoulders fall a bit at Dusk's statement. So he was still planning on revenge.

"Don't look at me like that Timekeeper." Dusk said, seeing the look on Clockwise's face. "We both know how this is going to end."

"We'll see," Clockwise answered.

He continued, "I think we should split up. There are two towns ahead. One to the East and one to the West. We need to find out which one the Circus traveled through. You go to the first and see if you can find any sleeping residents to search their dreams and I'll go in disguise to the second. We'll meet up here at sunset."
Dusk nodded and flew off without a word in the direction of the other town. As he flew off the events of that morning and the previous night went though his head. He was trying to convince himself that he helped Clockwise for his own personal gain and for no other reason. After all if Clockwise was not there he would be stuck with Clockwise's little brat and there was no way that the runt would have the power to return them to the proper timeline. It had nothing to do with the look of despair that had reached the Timekeepers face when the Observants had refused to grant him more time and he certainly not been because he had been feeling bad about his argument with Clockwise earlier. He had said and done much worse things to the timekeeper during their physical battles in the past.

And speaking of physical. This morning had been even more curious. He had started out just teasing Clockwise expecting the timekeeper to get embarrassed and walk off in a huff. He had not expected the old ghost's response to be so…enthusiastic. He was also surprised how pleasant it had felt kissing Clockwise. To feel the timekeepers hands running over his body. He wondered what it would be like if they hadn't been so pressed for time, how far they would have gone. Dusk shook his head. It didn't matter now. The timekeeper was obviously disgusted at his actions. Dusk doubted that there would be a second time.

Clockwise walked about the human town in disguise. The glamour around his body caused the humans to see only an older man with silver hair carrying a wooden staff in a purple cloak.

As he walked about looking for a good place to stop and ask questions he still couldn't get the morning's events out of his mind. Dusk had kissed him! And he had kissed Dusk back! Quite happily in fact. Clockwise just couldn't understand what had possessed him or the dream keeper. He and Dusk had been at each other's throats for as long as he could remember. When had their relationship changed? Had it been the trip? Or had their relationship been changing sooner and neither had taken the time to notice it?

Clockwise bought a hand to his lips. He could still taste Dusk's kiss. Was he over thinking this? Perhaps this kiss had meant nothing to the dream ghost. He had seemed unaffected when they had broken apart, telling Clockwise that it was "just a kiss." Perhaps it had just been another attempt to rile him up or embarrass Clockwise. The thought caused a pain to form in his chest.

Before he could think further on the matter a poster nailed to the side of an inn caught his eye. It was an advertisement of some kind. It was painted with pictures of jugglers and acrobats. But what caught Clockwise's eye was the sentence under the headline advertising "Two Live Demons!" A sketch of the demons was included on the bottom of the poster. It was crudely drawn and exaggerated but there was no doubt about it. The drawing was of Clockwork and Nocturne. Clockwise snatched the poster off the wall and stepped into the inn.

"Looking for a room sir?" the Barkeep asked as Clockwise entered.

"Actually I'm looking for some information," Clockwise said showing him the poster. "Was this circus just here?"

The barkeep took a look at the poster. "Yes they came through not too long ago. Heard it was an amazing show. Didn't get to go myself."

"I did," piped up another patron sitting at the bar. "They got this acrobat there, what a beauty. Why if I were a couple of years younger I'd take her and…"

"Did you see the demon exhibit?" Clockwise interrupted.

"Aye I saw it. Unnatural it was. The show owner must be mad as a march hare to have real live demons in his show even with them trapped using those "holy relics."

"Holy relics?" Clockwise asked.

"I heard them demons were fake!" yelled another patron from across the room, interrupting Clockwise.

"No they were real as I am," Said the first human. "I saw them with my own eyes. They was small like children but they both had these glowing red eyes. One was dark as night had skin covered in stars and these tendrils instead of legs. The other had blue skin and hair as silver as moonbeams. And in the blue ones chest there was this glass case that held a clock just like the one that sits in the parson's house. They even opened it up and showed us a closer look at it. Had to hold the demon down to do it he was struggling so much."

Clockwise's grip on his staff became tighter.

"Please sir," he said trying to control his voice, "What about the relics that they are using to keep the demons captive?"

"Oh they were some holy artifacts that the ringmaster received from some holy warrior. There's a barrier around the exhibit and the demons were these collars around their neck with these odd words on them."

That sounded similar to the chains they had found. Clockwise thought.

"Where is the circus going next?" He asked.

"Last I heard the caravan was heading up North to Mayberry. About a week's ride from here."

Clockwise thanked the man and rushed out. He had finally located the boys. He had to find Dusk and tell him. A week's ride for a human was a day's flight for a ghost. They had to hurry. Time was running out.