AN: This story takes place after Halloween Fright 3. It's based on the 2D Bendy and Ink!Henry AU artwork and stories of shinyzango and themarginalartist on tumblr.

Disclaimer: Bendy and the Ink Machine is owned by TheKindly Beast. I only own my OCs.


June had never been so exasperated in her life. She never claimed to be the most patient person in the world. Henry could put up with a hell of a lot more than she could and Jason was so laid back, she looked like a crazy person in comparison. There was someone in her home that was testing what little patience she had all the time. That someone was named Ben.

Now June thought that by letting Ben keep the little kitten, that would keep the demon occupied, and teach him to be gentle. For the most part, it worked. She only had to scold him a few times when he would pick Cloudy up by the scruff of his neck or tossed him into the air like a fluffy baseball. Each time June told him off, Ben would smile and nod, and wasn't angry in the slightest. In fact, he looked happy about it. She'll never understand him.

Ben would pull pranks on her too. He would sneak in and move things while she did chores around the house. He was always stealing cookies from the cookie jar. June had to keep a steady supply on hand just for him. The girls didn't mind because sometimes he would sneak them some cookies when she wasn't looking.

"Aw c'mon Juniper. He could be doing worse things." Jason chuckled from behind his newspaper.

"Well, since you think it's so funny," she smirked with her arms crossed over her chest, "you can buy the cookies from now on!"


Besides looking over her shoulder whenever she cooked, Ben would pop in on her when she least expected it. He seemed to enjoy catching her off guard. Well, at least he wasn't scaring her to death.

One morning, June had some neighbors over at her home. Mary and April had children in the same grades as her girls and they liked to get together to laugh about the things their children do.

She had just served them hot cups of coffee and what cookies Ben hadn't stolen yet. They were talking about if they should throw a Christmas party for the children this year. June joked that she should decorate 'Lucy' with lights and garlands to look like Santa's sleigh.

"Maybe I can get Jason to dress up like Santa Clause." The women giggled at the image of the redhead dressed up as jolly St. Nick. June was smiling behind her cup of coffee when movement from the kitchen caught her attention. Ben was there! He poked his head through the doorway and laughed silently as she nearly choked on her drink.

Her friends were at her side patting on the back as she tried to catch her breath. Ben waved a stolen cookie at her before ducking out of sight. Both women asked her if she was okay and all June could do was nod. 'I'm gonna kill him!' she thought as she tried to keep Mary from going into the kitchen to get her a glass of water.

June explained his appearance away during Halloween, stating he was an actor in a costume. That would be a little harder now since it was the middle of November! Bendy could sort of get away with it because he was small and cute. Even then, a few of her neighbors voiced their concerns about him. Ben was a whole different story. There was no hiding the fact that he was rail thin and taller than most basketball players, then there was the eerie air that always surrounded him. She didn't think he was doing it on purpose. It was just who he was. June was kind of…sort of getting used to it, but she knew others might not be so accommodating. She really didn't want to deal with that headache right now.

After a few minutes, June excused herself and headed for the kitchen. Of course, the demon was gone and the cookie jar sat in the middle of the table. She just shook her head. She was going to get him back for this. A slight smirk tugged at her lips. She just needed to figure out how.

OoOoOoOoO

Revenge came in the form of a short, plump, and jolly older woman by the name of Pearl Anderson or Grandma to the girls.

Jason decided to take his dad on a weekend fishing trip and Pearl saw it as a perfect opportunity to visit June and the grandchildren. The kids were excited. June was…worried. She knew Ben would show up sooner or later. She was already going through several stories in her head while waiting for the older couple to show up.

Jason wanted to cancel the trip because of a certain demon, but June wouldn't hear of it. She promised that she would keep an eye on Ben. Everything would be fine! At least, she hoped so.

A blue pickup truck pulled up in front of the house Saturday morning. The girls ran out the door just as their grandparents stepped out the vehicle. "Grandma! Grandpa!" both girls yelled and threw themselves at the older couple. Jason chuckled and followed close behind with a large bag and fishing rods in his hands. June was fussing at the children because it was cool out and they didn't have jackets on.

There was laughter and warm hugs for everyone. Pearl even pulled her into a bone crushing hug. June hoped that she was as strong as the older woman when she reached her age.

"Alright guys, we gotta go!" Jason announced as he threw his things in the back of the truck. "If we get to the cabin before dusk, we might be able to catch something."

June gave the Senior Anderson a hug and wished them both a safe trip.

"Hey Juniper, when we get back, we'll have a good ole fish fry!" Jason poked his head out the open truck window with a big grin on his face.

June chuckled, "That sounds good, but you're cleaning them first!" She shuddered at the thought of scales and fish guts all in her sink. Jason gave her a mock salute as they drove off.

Pearl put her arms around the girls and walked back towards the house. The grandmother barely removed her coat when the girls were talking her ear off. They pulled her over to the couch where they showed her the grades they got on their last math tests. The girls spent the rest of the afternoon playing games and showing their grandmothers the drawings they made of Cloudy.

"You have a cat? When did you get a cat?" The little kitten peaked around the couch to look up at the older woman. She clicked her tongue to get the little cat to come to her.

"Yup! Ben found him." Beth waved a piece of yarn in front of the kitten and he pawed at it.

"Ben? Who's Ben?" Before June could answer, there was a soft splashing sound coming from the other side of the room. Ink bled through the far wall to form a dark doorway. A few moments later, a tall lanky figure stepped through.

Cloudy mewled and ran up to the dark creature. He knelt down and scooped the kitten up into his large hand.

"Um, June?" Ben turned towards the owner of the new voice and froze. He hadn't noticed the woman sitting there. Was she one of the neighbors? Was he in trouble?

"What…who is this?" June heard the slip up and winced internally. Pearl was staring at the demon and subconsciously pulling Beth toward her. The move didn't go unnoticed by Ben and the corners of his mouth turned downward slightly.

"Momma Anderson, this is Ben." June said quickly. She stood close to him and waved toward the couch. "Ben, this is the girls' grandmother." When the demon tilted his head slightly, she added, "She's Jason's mother." At that, he nodded, and his smile returned.

Pearl stood up and approached cautiously. She took note of the way he held the little kitten close to his chest. The bundle of grey fur was pawing at his floppy bow tie. Even though she couldn't see his eyes, she knew he was watching her. The older woman couldn't help but look him up and down. "Ben?"

"Yeah. He and Bendy come from the same place." The demon growled softly at the mention of the other toon but June ignored him. "He's a…friend." Ben fell silent at that.

"Oh okay…" The older woman seemed to be at a loss for words. Her warm, brown eyes studied the tall figure before her. June stepped back and watched as Pearl walked around the demon. The expression on her face was unreadable. Ben stood still as the older woman looked him up and down. His smile looked at little shaky and his fingers curled around Cloudy protectively.

Pearl stopped in front of Ben. "A friend huh?" Her voice trailed off. After a moment of silence, she turned to June with a frown on her face. She waved her hand at the demon in slight agitation. "If he's a friend, then why aren't you feeding the poor boy?!"

Pearl's sudden outburst caught June off guard. Her thoughts stalled at the strange question. June's mouth opened and closed a few times and the only thing she could stutter was, "W-What?" It wasn't the most intelligent response she could muster, but she was at a loss for anything else to say.

Pearl put her hands on her hips and glared at June sternly. "Look at him! He's practically skin and bones!" To prove her point, she reached out and grabbed Ben's ungloved wrist. She held his long arm out and shook it. "He's skinnier than Jason was when he was thirteen!"

June knew that Ben was strong enough to pull away, but at this moment, the demon looked too shocked to do anything. He was just standing there with his mouth slightly open and Pearl continued to poke him here and there. June coughed into her hand to cover up the laughter that was bubbling up her throat.

A poke to his stomach brought the demon out of his stupor. "Goodness gracious, look at your stomach! And-And are those your ribs!? You must be starving to death!" Ben tried to move away from the older woman, but his back hit the wall. If June had to hazard a guess, the demon's never had anyone fuss over him before. He didn't know what to do.

Ben looked at June and she swore she heard what sounded like a whimper from him. She wished she could see his eyes because she'd bet he was begging for help. She was about to intervene, but a devious thought popped into her head, and she couldn't stop the evil grin that tugged at her lips. The demon must have noticed because his frown deepened.

"I try to feed him," she said sweetly. June was all doe eyed innocence and Ben hissed at her. She shrugged and feigned exasperation. "but sometimes he doesn't want to eat anything!" Oh Ben was not happy with her. The hand that wasn't holding the kitten was twitching like crazy. He wanted to grab her. Too bad she was too far away.

Ben startled and stopped glaring at June when Pearl poked him in the stomach again. The woman looked up at him with her brown eyes practically sparkling. "Well, that settles it! You're joining us for dinner tonight!"

Ben shook his head and the ink ran down his face even more. "Noooo…but…I-" June had never heard him stutter before. She covered her mouth to stifle her laughter, but it wasn't working.

Pearl stabbed a finger in the demon's direction. "No "buts" young man!" Ben hissed at her but the older woman wasn't deterred. She took his ungloved hand in her own and patted it softly. "Don't fret dear. I'll fix something really good and you'll love it! I promise."

Ben looked at Pearl, then at June, and finally the girls. The children wanted him to stay for dinner. They stood next to their grandmother and battered him with a chorus of "pleases!" He grumbled for a few moments but finally agreed to stay if they'd just stopped looking at him like that. The demon mumbled something about "going soft" when the children cheered.

He watched as the grandmother and the kids marched into the kitchen leaving him alone with June. She stood there with her arms crossed over her chest. She looked too pleased with herself. He'd have none of that! He shuffled over to her. Soon Ben was staring down at the woman and growling softly.

For a brief moment, June forgot who she was dealing with. It was so much fun to see the ink demon panic for a change. Now that she was alone with him, she started to get nervous. She was sure he wouldn't do anything, but Ben could be unpredictable at times. The look of menace on his face was slightly ruined by the little grey kitten rubbing his cheek against the demon's floppy bow tie.

As the silence stretched on, June started to get very jittery. She swallowed dryly as Ben leaned down until their faces were inches from one another.

"You ssset me up!" he hissed. The edges of Ben's mouth twitched until it turned into a lopsided grin. "I knewww you were evil." The demon chuckled and June released a breath she didn't know she was holding.

"Yeah, well-" she brushed some stray hairs behind her ear and smiled. "this is payback for that stunt you pulled with the neighbors." June's snarky tone surprised her. She finally relaxed. He wasn't angry and wasn't going to hurt her. It felt strange to be joking around with Ben but he seemed to appreciate it.

June reached up and gently scratched Cloudy behind the ear. It was funny how Ben held the little kitten like a child holding a teddy bear. She thought it was cute if a little odd for such a fearsome being to find comfort in such a small creature.

June shook her head as she walked past him. She stopped in the doorway of the kitchen and looked over her shoulder. "Don't try to run or she'll fix even more food for you the next time you visit."

Ben sighed, resigned to his fate. He followed June into the kitchen where the grandmother was rifling through the cabinets.


Once a meal was agreed upon, the kitchen was filled with the sound of Pearl's cheerful voice. She was puttering around the stove and talking to Ben. Even though he didn't say much, June could tell he was listening.

Pearl was searching for certain seasonings for the baked chicken she was preparing. She opened the cabinets but wasn't having much luck. The older woman asked June and she told her that it might be in one of the top shelves. Sure enough, there it was. Unfortunately, Pearl had the same problem as June in that it was too high for her to reach.

"Oh no, this has to be my son's doing. He's just like his father! Putting things just out of my reach…" the older woman grumbled and Ben stood in the corner, snickering. The sound caught Pearl's attention.

"Ben, could you be a dear and get this for me. Please?" The demon froze before looking unsure. He looked between June sitting at the kitchen table and Pearl standing at the stove. He hesitated for a few seconds before shuffling over to the cabinet. The grandmother pointed to a small glass jar on the top shelf. The demon grabbed it and handed it to her. She thanked him and showed him what she needed it for.

June sat at the table while the girls played with the kitten on the floor. Pearl was even shorter than her and sometimes it looked like Ben was looming over her. The older woman didn't seem to mind. She spoke with him cheerfully, sometimes asking him questions. He would either nod or shake his head and chuckle whenever she said something funny. It was oddly normal. Well, as normal as you could get with an eight foot tall demon standing in your kitchen.

Ben didn't lay his head on Pearl's shoulder. June sighed. That just proves that he did it to annoy the heck out of her. June frowned as she watched the two interact. Pearl would reach out and pat the demon on the arm. She didn't flinch or shudder at the feel of the demon's inky skin like June did. She didn't seem to mind Ben standing so close either.

June felt a slight twinge in her heart. She knew she had a hard time being around the demon. It was difficult for her to shake the bad memories of him she had from the studio. She tried not to panic if he moved too fast or touched her. It didn't help that he hissed or growled whenever he didn't like something causing her nerves to be all out of sorts…

But, the more she watched him, the more she realized…he was trying. After the incident with the squirrel, he was being a lot more careful. Especially when he was playing with Cloudy. He still snuck up on her, but it was all in good fun, she guessed. Not once did he try to scare the girls, at least not on purpose. They would annoy him from time to time and he would growl a warning, but stopped short of violence. Heck, he even brought them toys from the studio! Sure they were old and needed tons of cleaning to get the thick layer of dust off of them but it was the thought that counts.

June closed her eyes. Since Ben was trying, maybe she could too. She wasn't sure if she could treat him like her nephew, Bendy, but she could try to be a little calmer around him. Maybe not shudder so much when he touched her. It's going to be hard. He's so cold and the smell of stale ink. Just the thought of it made a shiver run up her spine.

A light tap on her hand caused her to jump. When she opened her eyes and Ben was standing there! She didn't even hear him move. She had to take a deep breath to get her rapid heartbeat under control. He was looking down at her. The edges of his mouth was turned down slightly. Sometimes June wondered if the demon could hear her heart trying to thud out of her chest.

Most of the time, he enjoyed scaring her a little bit. He would lean in close and laugh at her for being so jumpy. Only this time, he wasn't laughing. In fact, he looked…concerned? It was hard to tell what he was thinking when she couldn't see his eyes. June had to rely on his body language and even that was iffy at times. Still, she was getting better at reading him.

June sighed and shook her head. "I'm alright Ben. I was just thinking about something." The demon stood there for a few moments until Pearl called him. She needed his help again. He hesitated for a second before moving away.

She watched as he shuffled back to Pearl and she pointed to something on the high shelf. June smiled softly. Yeah, she needed to try harder. He deserved that much.


Dinner was…interesting. The elder Anderson refused to let Ben sit on the floor, not when there was a perfectly good chair he could use. Ben grumbled at this but relented if only to get the pushy woman off of his case. His legs seemed a little too long to sit in the chair comfortably. He hissed at June because she was laughing and Pearl scolded him for it.

Watching him try to use the utensils was fascinating. It wasn't that he couldn't use them, it was that they were too small for his large hands. He fumbled with the fork in his long fingers. June chuckled and reached over to show him how to hold it correctly. She could tell he was growing frustrated.

Ben froze when June touched his hand. Her slender fingers brushed against his own as she corrected the hold he had on the fork. She only shuddered slightly but smiled at him warmly, amusement danced in her green eyes. He was more shocked by the fact that she was helping him. When she was sure he would be alright, she moved back, and continued eating her own food.

It appeared that Ben loved the chicken and roasted potatoes, but drew the line at the carrots. No amount of scolding from Pearl would change his mind. It got to the point where June had to get the grandmother to stop nagging him. She could tell that Ben had reached his limit by how stiffly he sat at the table and him silently staring Pearl down.

The girls tried to use the demon as an excuse for not eating their own vegetables. If Ben didn't want to eat his carrots why should they? That argument wasn't going to fly with June. A reminder that their favorite movie was going to start soon got the kids to finish their carrots quickly.

The kids and Ben were watching television in the living room while June and Pearl washed up a few dishes in the sink. They chit chatted about this and that until the grandmother grew quiet. June noticed the way she kept glancing into the other room. Before she could ask if something was wrong, the older woman's voice broke the silence.

"Hey June?" She paused at the uncertainty in the elder Anderson's voice.

"Is Ben, um, safe to be around the girls?" June glanced at the woman as she continued to wash the bowl in her hand. "What do you mean?"

Pearl frowned and put up the glass she just finished drying. "Look, I'm not naïve! He's nothing like the other one. Bendy is small and cute and friendly!" The grandmother pointed towards the living room. "Ben is kinda scary." She whispered.

June stared down at her hands for a moment. She sighs and a soft smile tugs at her lips. "Yeah, he is pretty scary. I don't know a lot about him to be honest." She handed Pearl the last dish to be dried and turned off the water. She turned to look at the other woman fully. "The first time we met, well, left me a little shaken-" June's eyes were a little distant, "for reasons I don't want to get into."

"It took us awhile to really trust him." June leaned against the counter with her arms crossed over her chest. "Things were a little rocky at first, but he's been trying very hard to fit in. Jason and I will always keep an eye on him." She shook her head and chuckled at the bemused expression on the older woman's face. "The girls have grown to like him and you should see the way he is with the kitten."

Pearl put her hands on her hips and looked very serious. "And what about you?"

June blinked and stared down at the floor. She had been wondering that herself. Things have been a little strange between them this past couple of weeks. Sometimes it was hard to be around him after everything that happened in the Studio. She never knew what she might say to set him off. It always felt like she was walking on eggshells around him.

June looked into the living room. The kids were sitting on the floor with Ben. They were watching a movie on TV. Cloudy was curled up on Ben's shoulder, sound asleep. They were laughing and Sarah was pointing at the screen. The demon nodded and she could hear his wheezing laughter all the way from there.

June smiled. "Well we have some things to work through, but I'm sure we'll be fine." Just then, Ben looked in her direction. He tilted his head and wiggled his horns slightly. June had never seen him do that before. She couldn't help but laugh at the silly display. She had a sneaking suspicion that he heard everything they said.

Both women joined the small group in the living room. They spent the rest of the evening watching the movie until it was time for Ben to leave. He stood up, gently lifted the little kitten off of his shoulder and handed him to Pearl. The elder Anderson looked surprised.

"Heading home Ben?" The demon nodded. "Alright. You have a goodnight Ben." The girls also wished him a goodnight as he headed for the wall near the kitchen's entryway. Ink bled through the wall and soon a dark doorway opened up. The demon stepped through and disappeared.

The grandmother looked down at the sleeping kitten in her hands, then at the spot on the wall where the demon vanished. "Why did he give me Cloudy?"

June chuckled. "Well, he tried to follow Ben home a few times, so we hold the little fuzz ball until he's gone." She scratched the kitten behind his ear. "Trust me, it's not safe for a little kitten there…or for anyone." June mumbled that last part. Pearl looked to her for a better explanation, but June didn't want to get into it. Not now. It would just make the older woman more wary of the demon than she already was.

The rest of the weekend went by without a hitch. Jason and his father showed with a cooler full of fish. Mercifully, they were cleaned and scaled. That night, they had a good helping of fried fish with the rest ending up in the freezer.

Pearl was telling her husband about Ben. Jason was relieved that nothing happened while he was gone and that the demon wasn't here now. He really didn't want to explain that to his father. June just hugged him and told him that everything will be fine.

OoOoOoOoO

Ben would never say this out loud, but he really cared about his little Cloudy. The kitten was always so happy to see him. The little grey bundle of fluff would run up to him whenever he entered the house and rub against his feet, mewling like crazy. He would scoop the kitten up and sit him on his shoulder where it would rub and head bump his chin.

June thought it was the cutest thing she'd ever seen. She even took a few pictures of Ben playing with the kitten. She put the photos in an album for him to look over whenever he wanted. She would giggle and call him a big softy. He didn't mind.

Sometimes while playing with Cloudy, he would create a kitten doppelganger out of ink. Ben's creation was the perfect playmate for the little kitten and the girls. The kittens would chase each other around the living room, tumbling, and pawing at one another. Ben did this little trick so often that the children gave it a name: Shadow. The demon even got better at keeping the ink kitten stable longer. He could let it roam around before its form broke down and it looked more like a creature from the studio. Ben would reabsorb it before that happens.

The more Ben allowed Shadow to interact with others, the more his creation seemed to be more aware of itself. The inky kitten could do things on its own without him taking direct control of it. His creation was learning how to be a kitten from Cloudy. They hid under the couch, tried to climb the drapes (much to June's chagrin.), and even ate together…or tried to. Ben had to stop that because it kept dripping ink into the food. He didn't want Cloudy to get sick.

The truth was, Shadow was basically an extension of himself. Ben used his ink to create the kitten. It shouldn't be able to act on its own, but it does. This became disturbingly apparent when the inky kitten ran up to June and rubbed against her feet. The woman was bemused by this. She looked to Ben for an explanation but he had none. She just shrugged and stepped over it as she headed for the couch.

Shadow watched and waited for June to sit down before running up to her again. At first, it tried to jump up onto the couch, but it couldn't. It's short legs and lack of solid claws kept it from getting a good grip on the fabric. After falling to the floor for the third time, it pawed at June's leg and mewled pitifully. She stared at the ink kitten and looked just as confused as Ben felt.

June reached down to pick Shadow up. She held it up and looked into its glowing violet eyes. "What do you want?" she chuckled. June sat the ink kitten on her lap. It blinked at her and meowed. The sound caused her to wince slightly. It sounded too garbled and wet. Very unnatural.

Shadow wiggled out of her hands and lightly head bumped her in the stomach. This caused a bubble of laughter to crawl up June's throat. She tried to scratch the little thing behind its ear only to forget that it was made of ink and not fur. Her fingers froze when it touched its inky flesh. Shadow looked up at her and uttered a sound that was as close to a tiny whine as something without vocal cords could muster.

June sighed and smiled warmly. She ran her fingers softly behind the kitten's ear. It did its best impression of a purr as it leaned into her hand. "Wow, you even act like a real cat." June whispered.

She was so fixated on Shadow that she failed to notice the way Ben was watching them. He could feel the soft touch from June's fingers as she rubbed his creation's cheek. The demon could feel a slight tinge of emotion from it. Happiness. It was happy that she touched it, that it made her laugh, that it made her smile. The longer this went on, the more annoyed Ben got, and for the life of him, he didn't know why.

Ben moved so fast, June wasn't prepared. He grabbed the ink kitten and held it in his large, gloved hand. It squirmed and waved its little paws between the gaps in his fingers. It screeched as its body melted and turned into a small blob of thick ink. The demon squeezed his hand and absorbed the ink back into his body. The last emotion that flashed across his consciousness was fear. It left a bad taste in his mouth.

"Ben?" He wasn't sure how long he stood there, staring at his hand. He lifted his head slowly to stare at June. She looked confused and maybe a little scared. "Why did you do that?" Why indeed. The demon had a hunch, but he wasn't ready to confront the problem right now.

"It wasss unssstable." Ben hissed. He turned and walked away before June could say anything. He needed to put some distance between them. He needed time to think.


It took Ben a few days to recreated the kitten again. It was more out of curiosity than anything else. He silently studied his creation as it interacted with the others.

Shadow played with the children and Cloudy as it always had. It didn't even mind Sarah scooping it up and carried it around in her little basket. Sometimes the girls would throw pretend tea parties with Cloudy and Shadow as their guests. It was quite amusing to see both kittens with little hats on their heads, sitting at the table. June thought it was too cute and took plenty of pictures that he was sure would end up in the photo album.

His creation was wary of Jason. It often hid under the couch or under the girls' bed when he was around. Ben wasn't sure why the man made his creation so nervous. The demon found himself keeping a close eye on the man even thought he was sure nothing would come of it.

Things seemed normal for the most part until it came to June. This frustrated him to no end. Shadow wanted to be around her when the girls weren't around. He begged for her touch and attention. It made the little ink kitten so happy to see her smile or to just talk to it. It made Ben angry to see it act that way.

The demon would send his creation a mental warning to behave. A warning it promptly ignored and so Ben ended up seizing control of its body. The only outward sign that he had done anything was the way the inky kitten's body jerked to a stop. The little thing had the nerve to try to fight him too. It was at that point where Ben snatched it up and reabsorbed it into himself. Every time he did that, the tang of fear from his creation stuck with him long after it was gone.

Ben had made the mistake of loosing his temper and snatched up kitten in front of the children. They ran to their mother and cried that he 'killed' Shadow. June had reassured them that the kitten was okay and the demon could bring it back whenever he wanted…which he did the next day. Ben only did that because he wanted to…and not because the girls threatened to never speak to him again.

Sarah begged him to bring Shadow back so she could play with it. Ben huffed and reformed the inky kitten with a mental warning for it to behave itself. Sarah took it from him and ran upstairs to join her sister and Cloudy. Well, as long as his creature was busy with the children, it shouldn't get into too much trouble.

June was standing by the stove. There was a small radio on the counter playing soft jazz music. She swayed from side to side and hummed to the song as she stirred something in a large pot. She was distracted. This was the perfect opportunity for him to sneak up on her. He always enjoyed giving her a good scare.

Ben's grin grew a little wider as he started to shuffle towards the kitchen. He walked past a group of pictures on the mantle, but something caught his eye. Sitting among the framed photos of smiling faces was one he didn't notice before. Set in a large wooden frame was a photo of himself, Sammy, and Norman standing behind June and her family. They all looked so happy. Well, as happy as Norman and Sammy could look without facial features. Even Henry had a soft smile on his face.

Ben reached out with a shaky hand and picked the photo up. He stared at it. This was his first Halloween outside of the studio. He had so much fun. So many tasty treats eaten and a spooky maze explored. He got to be around normal people and played at being a 'monster' to a group of children. Sammy got to play some classic tunes and Norman showed some old Bendy cartoons. That night was…perfect.

June was chopping carrots up to put in her beef stew. This was Jason's favorite. He was on a job but he should be home in time for dinner. She always liked to listen to music while she worked. The sounds of a good, strong bass, a sexy saxophone, and drums always put her in a good mood. June added the carrots to the stew and was stirring it in when some cold, wet, and heavy landed on her shoulder. And she jumped. Of course he'd sneak up on her like this. She didn't even hear him coming.

"Ben!" she shouted. "Don't scare me like that!" He didn't move. He didn't say anything. June turned her head slightly. He was standing too close. She couldn't get a good look at his face. "Ben?" More silence. He always laughed at her or made some comment about her being so jumpy. This was starting to worry her. "Ben, what's wrong?"

Ben didn't answer her, but he finally backed away. June got a better look at him. The demon was hunched over with his head hanging low. He seemed to be staring at something in his hand. "Hey, whatcha got there?" The demon's hand shook as he held the object out to her. It was the photo she framed a few days ago.

June chuckled and took the picture from him. "Do you like it?" Ben didn't say a word, but nodded. She smiled and ran her fingers over the smooth wood of the frame. "I just had this developed a few days go. I thought it came out really nice, so I framed it." June turned off the stove. She brushed past him and headed back into the living room. She straightened out some other frames on the mantle and put the picture back with the others.

"Why?" The suddenness of Ben's voice caused June to jump, again. She turned to find him standing behind her. He could be surprisingly quiet when he wanted to be.

"What?" She wasn't sure what he was asking her. Ben sighed and pointed to the picture.

"Why… did you put it there?" She blinked. June thought it was a strange question. She looked over her shoulder. She was sure she put it back in the same spot. It wasn't crooked or anything. He did say that he liked it. She wasn't sure what the problem was.

June turned back to him and shrugged. "This is where I keep some of my family photos." Ben's body grew very still. The silence that flooded the room was thick. The hairs on the back of June's neck stood on end. She didn't know what was going on. After a very long pause, Ben's entire body jerked. It was so sudden, it made her flinch.

"Fffamilyyy…" Ben said in a whispering hiss. This just left her really confused. Why was he acting like this? Before she could ask him anything, she heard a scream. June's heart raced. It came from upstairs. She gave the demon one more glance before running up the stairs.

June headed for the girls' room. "Beth! Sarah!" She ran into the room and found the girls standing near a puddle of ink under the windowsill. A blob of the thick substance sat in the middle of the mess.

"Mommy, something's wrong with Shadow!" Beth wailed. She was clutching Cloudy in her arms.

"W-We were just playin' and-and he…melted." Sarah sniffled and rubbed her eyes.

The blob of ink wiggled and stretched like something was trying to claw its way out of it. June grabbed the girls by their shoulders and pulled them away as the blob began to get bigger. It shifted and undulated forward like it was trying to reach for them.

She should be running. The little voice in her head was screaming that she needed to run! June knew this, but she couldn't turn away from the morbid sight before her. By the time they backed halfway across the room, the inky blob had ballooned in size. It was bigger than one of her kids and it kept growing. The surface rippled and stretched from all sides. Strange gurgling sounds could be heard from within the mass.

Something was forming from the ink and June didn't like it! She knew she was getting close to the doorway. All she had to do was grab her girls, turn, and make a break for it. Just as that thought crossed her mind, her back hit something cold, wet, and solid. A large gloved hand landed on her shoulder and held her in place.

"Ben!?" She tried to squirm out of his hold, but his fingers dug painfully into her shoulder. June continued to struggle. A deep growl from the demon caused her to freeze. She looked up at him but he wasn't even looking at her. He was staring at the blob of ink.

"Mommy?" The sound of Beth's voice brought her attention back to the thing across the room. The blob of thick ink began to take shape. A part of it stretched and bulged forward. A frighteningly familiar round shape formed from it. Small, horn like protrusions grew on top of it and a large, blocky toothed smile stretched across its ink covered face. She couldn't see its eyes through all the dripping ink. "Oh my god…" June gasped.

A slim neck formed behind the head. It flowed in a body so skinny that it's ribs were very pronounced. Its arms and legs were lanky. The spine grew spiky ridges along the length of it and a long, whip-like tail curled down to the floor. The puddle of ink it sat in got sucked back into its body as it finished forming.


He knew he had messed up as soon as he heard the scream. He had lost his concentration and something happened to his creation. He knew he'd loose control of its form and it might devolve into a puddle of ink at best…maybe something close to a small searcher at worst. He wasn't expecting something that looked eerily similar to himself.

It sat near the room's only window. Its head swayed from side to side and its body jerked erratically. Ben could still feel it in the back of his mind. A swirl of simple emotions forming inside of the creature. It was confused and lost. There was a sense that it needed to find something…or someone.

"Ben, w-what's happening?!" The creature's head snapped to the direction of June's voice. The chaotic swirl of emotions became crystal clear and its focus was completely on her. It stood up on wobbly legs and walked towards them. Well, walk might not be the right word to describe it.

Ben had watched Cloudy play numerous times. The little kitten would stalk across the floor before it pounced on his favorite toy. The kitten was still young and clumsy so attempts at hunting was quite amusing. The way his creation was moving screamed predator! And yet, something felt off.

June was trying to run, but he wouldn't let her. Not yet. Ben needed to know what will happen. The creature wanted something from her. He could feel it. He would make sure his creation didn't harm them, but he needed to sate his own curiosity. So he blocked her escape and watched his Shadow slink across the room. It moved with a fluid grace that wasn't possible for himself. Not with his twisted body.

His creation slowed to a stop a foot away from June and the kids. She pushed the girls behind her the best she could with the ink demon at her back. The woman purposely put herself between his creation and her children. Standing this close, it must have stood a little over three feet at the shoulder and was very imposing in spite of its thin build. Ben could feel her shaking as the creature inched closer. It burbled and hissed softly as it closed the distance between them.

June gasped when it took one more step and pressed its head against her stomach. Everyone went quiet except for the creature that was rubbing its head against the woman's stomach. She stared at his creation. Familiarity alit her eyes. Ben watched as June reached out gingerly. Her hand shook slightly as she ran the tips of her fingers behind the creature's horn. It made a strange gurgling noise that sounded suspiciously like a content purr.

Sarah peaked around her mother's skirt. She recognized that sound. The little ink kitten made it all the time when they played with it. This sound was louder, deeper, and coming from something that was way bigger than the little kitten that loved to chase Cloudy around the room. And yet, it was the same sound.

"Shadow?" June whispered. The creature stopped rubbing its head against her and sat on its haunches. It looked up at her and murmured wetly.


Happiness. That emotion was radiating throughout his creation's body. June knew who it was and she wasn't going to run away. It wont hurt her or the little ones. It can make her happy again! It will make her smile…

It was too much! These emotions, they weren't his…but they could have been… No, he could never have this. She would never…not after the studio. Not after everything's that happened!

Shadow jerked away from June. The only warning she had that something was seriously wrong was the deep growl that emanated from Ben. The grip on her shoulder grew tighter and she only had a split second to grab the girls before Ben shoved her to the side.

Shadow scrambled back as Ben stormed into the room. With the ink demon blocking its path, there was no way out. The creature pressed itself against the wall. Its limbs were quivering as it curled up to make itself as small as possible. It keened in distress as Ben reached out to it.

Ben shuddered. Fear, fear, FEAR! This overwhelming emotion was pounding in his skull. He tried to block it out, but it was too strong. This intrusion of another's emotion only fueled the anger building in his chest. He hated feeling fear. He hadn't felt fear like this since the first few weeks after his own creation. Joey took his disappointment out on him every day and he swore he'd never feel like that again! He will tear this creature apart…

The demon loomed over his Shadow. The creature keened with its head pressed against the wall. Its thin tail was wrapped tightly around its feet. It was trying to make itself look as harmless as possible, but it wasn't working. Ben reach out again.

The demon was going to return it to that cold, dark place. It didn't want to go back there!

"Ben, wait!" June approached his side cautiously. She slowly put herself between him and the creature that was causing him so much pain. His hand started to shake. He hissed and leaned forward. She needed to get out of his way!

"Ben! P-Please wait…" the fearful tone in her voice and the way she threw her hands up to defend herself was the only thing that kept him from pushing her out of the way. "It'sss unssstable!" he growled out.

June flinched and took a step back, nearly tripping over the creature behind her. "I know, I-I know, but-" she looked over her shoulder at the quivering mess behind her. It had stopped its incessant keening and was whining softly. "is it dangerous?"

Ben tilted his head. It was such a strange thing to ask that it gave him pause. He considered her for a moment before a cruel sneer crossed his face. "It'sss as dangerousss as I am."

June scowled at him. "You know what I mean!"

Ben looked at June, then down at his creation, and back at her. He knew what she meant, he just didn't understand why. The fear was still pulsating through Shadow's body, but it had also grown curious. The demon sighed and took a step back. "I sssense no killing intent from it. It will not harrrm you orrr your fffamily."

June's shoulders sagged and she ran her fingers through her hair. A thoughtful expression crossed her features. "If that's the case, could it stay?"

He just stared at her. He couldn't believe she was asking him this. And apparently, neither did his Shadow. A cautious hopefulness brushed across his consciousness. "Are you sssure?"

June shrugged, then winced. She rubbed her sore shoulder. Something in Ben's chest grew very tight. He didn't mean to be so rough with her. "Well, Jason and Henry might not be too happy about this, but-" she sighed and her lips quirked up into a small smile, "we'll figure something out."

She stumbled slightly when Shadow stood up and leaned against her. June chuckled nervously and placed her hand on top of its head. "You're bigger and a lot stronger now, huh. You need to be more careful, especially around the kids, okay?"

Beth and Sarah stood on either side of Ben and watched their mother pet their much larger playmate. They looked up at him as though asking if things were really alright. The demon hissed and waved towards their mother. He was still angry that June stopped him, but he appreciated that the girls asked him first.

Beth stepped a little closer. She held Cloudy close to her chest. Shadow leaned forward and seemed to sniff at the little kitten in her arms. Cloudy wiggled partially out of her arms and pawed at the ink creature's face. It burbled and head bumped them both.

Sarah was a lot more cautious than her sister. She was more than happy to stand back and watch her sister interact with the scary beast. Unfortunately, Shadow had other plans. It lowered its head and bumped the little girl in the stomach gently. It did this over and over again until it heard her giggle. She smiled and rubbed her tiny hands against its cheek.

"He's just like that cat from Alice in Wonderland!" Beth laughed as she studied Shadow's face.

"What cat?" Sarah touched one of its horns. It wiggled slightly in her hand.

"Y'know! The one with the big smile." Beth's face scrunched up as she tried to remember the name. "Chesh…Cheshi…Chesha?"

June shook her head and smiled. "The Cheshire Cat."

"That's it!" Beth cheered. "We have our own Cheshire cat now!" Both girls giggled and Shadow tilted his head. 'Well, they weren't wrong.' June thought. Shadow would fit well in a darker version of that tale.

June noticed the way Ben was standing a few feet away from them. He still looked tense and stared at them. Once she was sure the girls would be alright, she walked over to him. His head jerked in her direction as she got closer. She subconsciously wrapped her arms around her midsection and looked up at him.

She never realized just how much he must keep bottled up inside. She didn't know anything about him or what happened to him to make him the way he is. Maybe it was time she found out, because they couldn't go on like this. One day she's going to say or do something and he'll really hurt her even if he didn't mean to.

"Ben, if you need to talk-" she sighed and ran her fingers through her hair. "about anything, anything at all, I'll listen." She couldn't force him, but she could wait for him to come to her.

All the tension drained from Ben's body. She wasn't angry with him, even though he messed up. She was even will to listen to him. He wasn't ready though. His story was a painful one and if he talked about it now, he knew he would do something really stupid. It still made him angry and he didn't want to take it out on her. Still, he was grateful that she left the invitation open to him.

"Ttthank you."