Title: Flirting with Death
Author: Fern
Pairing/Character: Will, OC
Rating: I'm going to say PG-13, for sexuality
Summary: will is flirting with death just by being alive
Spoilers/Warnings: I'm fairly sure that we've all seen the movie; if you haven't, then yeah, it has minor spoilers, but they were kind of given away in the trailer, so…

Disclaimer: Disney owns it, I don't, I own the OC

"Smoking isn't good for you, you know."

She blows a cloud of cigarette smoke in his face and he coughs. "Kid, I'm dead. I can do whatever I want to, it isn't going to hurt me at all. But that doesn't mean it won't hurt you."

"If you're trying to defeat me through second hand smoke, then you're gonna be here for a while."

She snorts and drops herself carelessly down onto a pile of dusty red velvet curtains and crosses her legs. Will looks away, his cheeks red with embarrassment as the ankle length loincloth slides across her legs to reveal even more gray skin. She smiles, aware of his discomfort. "Defeat you?" another long drag on the cigarette, "I don't want to defeat anyone. I'm just a poor, misunderstood, dead girl. That's all."

She grins and Will can sense the smug look in her eyes, even as they are hidden by tightly wrapped bandages. She lies back against the pile of curtains and makes a show of uncrossing her legs before pushing herself up to rest her elbows on her knees. She blows out cigarette smoke, and for an instant, Will thinks it's in the shape of a skull.

"But enough about me. Let's talk about you," she hisses this last part out and stands up in one fluid motion. "Will Stronghold. Son of the famed Commander and Jetstream," he hasn't felt so embarrassed about his parentage since that first time on the bus, "and, as I hear it said, heir to both of their powers." She begins circling around him as he stands in the light that streams in from the theater above them, "And so soon, to be a super-hero! A member of the Stronghold Three! How exciting," the word drops from her mouth like acid, "it must be." Then she isn't circling, isn't smoking, isn't laughing; she's gone.

Will looks around frantically, wondering where she is, but the only thing that suggests she was even there are the clouds of cigarette smoke.

And then, suddenly, there are long, thin, gray-skinned arms wrapping around him and he stiffens as she leans her head on his shoulder and whispers against his neck. "Aren't you just so excited?" he can feel the cold skin of her breasts on his back through the thin fabric of his tee-shirt and he can feel the strands of black hair trailing across his neck like spider webs that aren't really there.

She pulls him backwards onto the red curtains, somehow moving her body so that she is on top as dust swirls up from the impact of their bodies against the velvety material. She straddles his hips and presses long, waxy fingers into his shoulders, sharp black nails cutting through the fabric of his shirt and digging into his skin. Will is too stunned, too dazed, for the automatic reaction of fight to kick in as she leans forward, bare chest in full view.

She presses herself against him and he snaps out of his daze, finally realizing what the situation is. But still, he doesn't struggle, due to some unknown reasoning deep within his subconscious. She licks the side of his face and a chill runs through his entire body as she leans in to whisper in his ear.

"I have just one question for you, Will Stronghold. Are you afraid of me?"