Disclaimer: I regret to inform you that I do NOT own Halloween Horror Nights, any of the glorious icons, or any of the movies or houses shown in the parks. I don't own Legendary Truth or any of it's agents. However, I do own a deep, ever present respect for all the above things and hope to do them justice in this fic.

I should explain myself: I am an avid HHN fan and have been so for years. I came up with an idea for this fanfiction a long time ago and fine tuned it to put on here. There will be mention of many of your favorite horror villians along with Jack the Clown. This is an Orlando, Florida Halloween Horror Nights based fic. I know it's a limited base of people but I hope if even just one of you enjoy it, I have done my job. Feel free to give feedback, good or bad- as long as it's respectful. I will post as often as I can and know this story has many sequels in the making. Alright- serious crap over-let's get on with the show.

Prologue: Loss

"If you want to stay alive, you'll need your wits to survive…when the Carnival comes to town.

Your cries won't be heard on that I give you my word, When the Carnival Comes to Town.

Finger Knives will slice, Machetes will dice, and Chainsaws NEVER play nice…when the Carnival Comes to Town."

-"When the Carnival Comes to Town" radio AD, 2007, Halloween Horror Nights, Universal Studios, Orlando, Fl

Seneca Falls, New York-September 22nd, 2000

Pip had promised she wouldn't go, but how could she not? The bright, twinkling lights could be seen from miles off. The peak of the Ferris wheel, bobbing up and down below the tops of the trees captivated her like it would any other twelve year old. The far away tinkle of carnival music sent her mind into a dizzy tizzy as she imagined what sort of wonders lurked just beyond her reach. She imaged there would be elephants and trained dogs, cotton candy and acrobats, jugglers, games and rides of all sorts, and of course…clowns. No doubt, the carnival had clowns; big, smiley, balloon animal making clowns. It sounded like a dream come true.

But upon proposing the idea to her parents, they shot it down almost instantly. They said it was too shady, this traveling carnival, and they promised up and down to take her to circus when it came around. But couldn't they understand, it wasn't the same! The circus was the same every year; the same people and the same trained animals doing the same tricks. The popcorn was always stale and the bright lights always hurt her small eyes. No….this was different. This carnival was special, she could feel it. A few kids from school had gone and told her of the wonders they'd seen. There was a freak show, they claimed with wide eyes, with things in it they couldn't even begin to describe. The majesty and the mystery of the traveling show was incredible beyond measure and this was why Pip made the decision to go.

She waited for the perfect night; her parents had date night every Friday and left their daughter to her own devises. She waved them off, like always, and waited until they were down the street before she set her plan into motion. She dressed her best, as one should when attending such an event. She slipped on her blue and green beach dress, equip with spaghetti straps and tie in the back. She wore her favorite sneakers, the well worn blue ones she only put on when for special occasions. She even did her hair back in a high ponytail and went as far to put on some of her mother's pink lip stick. Yes…it was perfect.

Pip stoked her faux leather purse with the money she'd saved (thirty dollars exactly) and made her way out of her home, careful to lock the door behind her. Of course, Pip wasn't stupid; young, but not stupid. A young girl at a carnival alone could be dangerous, so she enlisted the company of her neighbor.

Craig Nelson stood out by the street, waiting for his classmate to emerge from her home. Unlike her folks, his parents didn't care either way what he did. They didn't care if he went to the carnival. He secretly thought it was because he was adopted, and not their blood child, but he never said such a thought out loud. He actually hadn't even wanted to go(it was far too shady for his tastes) but his best friend had been so persistent; her never ending chatter of how "wonderful it must be" had finally got to him. When she practically begged him to accompany her on her venture, he couldn't refuse. So now, after telling his parents who had both been captivated by their NBC nighttime line up where he was going, he wanted patiently.

"Ready?" Pip's voice called his attention and he turned to see her locking the gate behind her.

"As I'll ever be." he chuckled. Craig was a year older then her, but you couldn't tell by looking at them.

Puberty had yet to strike either child and they seemed at a steady even for the moment.

"Did you remember to bring money?" Pip's voice came out like a whistle through the brackets of her

braces. "I only have thirty….do you think it'll be enough?"

"Jesus Pip." the boy rolled his eyes. "What do you plan on buying? One of the freaks?"

"I would just rather be prepared." she said stubbornly, adjusting the strap of her purse from falling down her arm. "Now come on, I want to get there before the rush."

She hurried by the boy, not doing a good enough job of containing her excitement. Craig sighed and followed, his hands jammed down deep in his jean pockets. The pair made their way down a couple of blocks, speaking only in passing of frivolous things. Craig knew Pip was too excited to focus on anything BUT the impending carnival. The trooped their way through the park, which had become quiet since dusk, and towards the grove of trees. A small hike through there would take them to where the carnival had gone and set up came. They stepped through the dark trees, which billowed almost ominously in the breeze, Craig noted silently, and began their march through the dark. Craig followed Pip close, feeling around on the tree trunks to make sure he didn't stumble and fall.

"You alright back there?" she asked, causally looking over her shoulder.

"I'm fine."

He refused to tell her he was suddenly frightened. An overwhelming sense of dread had come down on him like a sudden thunderstorm. His heart beat frantically in his chest and he tried his very best to ignore it. He was the boy, after all, and therefore the fearless one. He swallowed hard and pushed all anxieties to the side. He boldly walked on, moving numerous bushes out of his way. Soon the twinkling lights of the carnival became their guide. As they moved out of the dark woods and upon it, Pip gasped. A sign hung above them. In curvy, gothic lettering it read:

ODDFELLOW'S DARK CARNIVAL AND EMPORIUM.

"This is it." her voice had become a whisper.

"Maybe we should go back." the cowardly words escaped before he could control them.

But it didn't seem to matter; this place had Pip entranced in a way that Craig had never seen. She moved into the vacant carnival grounds, not even checking to see if he had been following. It didn't seem like she was listening to him in the least.

The grounds of the carnival were deserted. Craig noted that the ground beneath them was void of any grass or foliage. The hollow September wind blew through with a thrill whistle as they moved from vender to vender. Pale faced carnies watched with a hard interest as both children made their way to the largest tent; a ratty red one that stood tall even against the looming Ferris Wheel.

"This must be the freak show." Pip noted smartly. Her voice was riddled with excitement. "You think you need a ticket to get in?'

"It doesn't look like you need a ticket for much of anything." Craig mumbled as his companion moved through the musky flap and inside the tent.

He followed slowly, wishing he could turn and run home. It was no wonder Pip's parents didn't want her here; this place gave him the willies.

Inside the tent was dark and cold. It smelled faintly of hay and animal feces. Craig crinkled his nose and, for the first time since they'd arrived, Pip turned to look at him. She was frowning.

"Stinks in here." she noted with a wave of her hand in front of her face.

"No kidding." he took a step towards her.

She was hard to make out in the dim lighting but her green eyes seemed to be radiating out of her skull and therefore easy to see in the black darkness.

"Pip, why don't we just head home? We'll order a pizza at your house and watch a scary movie. It'll-"

But the carnival's spell had reactivated her. She turned away from him and began to walk down the aisle that had been set up before them. There were cages, all lined up beside them. Inside were things that inspired ooh's and ahh's from both children. A half lizard man with scales for skin, a woman laying in a glass casket with rats crawling all over her, a person who was half man and woman (Craig noted they kept "it" with no trousers on so the difference was seen. He turned his head away and saw Pip had done the same thing.) Most notably, the scariest thing of the whole carnival had to be the silence. Even in this room of freaks, there wasn't a sound. With the exception of the ever-far away tinkling of carnival fan fare, it was perpetually silent. The creatures, with their dark inquisitive eyes, never spoke. But instead watched them as they walked by; staring daggers at them and following them all the way until they were out of site. Pip stopped short half way through the house, almost causing Craig to run into her.

"What's wrong?" there was relief in his voice. He hoped she had come to her senses and realized the absolutely creepiness around them.

"Nothing." her voice was but an excited whisper. She was moving towards one of the cages, her eyes the size of the moon. Craig shyly shuffled his feet so he could stand beside her. The creature in the cage before them had captivated her.

"Conjoined triplets." she said with wonderment. "I watched a show about people like this last week with my parents. I guess these were born before all the surgeries they have now."

Craig squinted, peering into the dank cell. He rested his arm on the plywood sign announcing the triplets and frowned.

"I only see two." he pointed at the huddled masses in the corner of the room.

Pip wrapped her hands around the cage bars and leaned in as close as she could get. Craig did the same, not touching the cage though in fear of germs or being yanked in. The huddled mass began to move and there was a low, squishing noise. Craig cocked his head to the side, leaning in just a little bit more. Suddenly, the huddled mass turned around. It had the face of a woman, or at least one of the heads did. Her eyes were almond shaped and her hair was greasy and matted with dirt and blood. She smiled at him, revealed long red streaks between her sharp teeth. She turned back to what she was doing, which had no become perfectly clear.

"Oh my God." Craig whispered. "They're eating the triplet…."

Pip's face had paled and she took a shaky step away from the cage. Her hands were covered in blood. She looked down at them, her bottom lip trembling in fear, and then she slowly turned up her gaze to meet Craig's. Both just stood there, motionless from the blend of terror and shock, when there was a sudden "fwap." The children jumped and swiveled towards the noise, only to be greeted by a horrifying figure. It was a man, or at least looked like it. He wore a ratty white and spotted jumpsuit, which was covered in mud and blood stains. His hair was a frizzed orange, just like that of a clown. His face was painted like one too; green greasepaint smeared over his eyes and lips, painting him an eternal grin. His eyes were a hot orange-yellow and they drained all Craig's words away from him. He looked at the children and paused. They noticed a nauseating sweetness flooded his face as he approached.

"Well hey there, kids!" he said in a goofy clown voice that did nothing to put them at ease. "Now, what are you guys doing in here all by yourselves?" He threw in a doofy laugh for good measure.

"We….." Pip's wavering voice piped up. "…we wanted to come see the carnival."

"You wanted to come see the carnival? Well that's just great!" He did a strange bobble dance, wiggling from side to side. His eyes were livid and his lips, located somewhere deep under the paint, stretched themselves into a leathery grin. "Well you've come to the right place! There's no better carnival than Oddfellow's! I used to work here you know."

"Really?" Pip's voice was starting to relax but Craig's heart was pounding. He needed to get out of there, and soon.

"Indeed I did!" the clown put his hands on his hips. "And I've returned to say hello to my ole' ringmaster! You wouldn't happen to know where he is….would you?" Pip shook her small head. "Well in that case…." The clown extended a single, dirty hand. "Will you come help me look?"

"Pip…." Craig's voice was dry, brittle with unadulterated fear.

The clown's eerie yellow gaze moved over to him and he paused, flashing a toothy smile. He noticed almost instantly their dark yellow shade with spots a dark, rusted red in between the cracks.

"You afraid of clowns, little boy?" He asked in his smiley sunshine voice. Craig pressed his lips together and then narrowed his eyes.

"No."

The clown laughed. He laughed and laughed, throwing his head back and almost howling. It was a horrible noise, deranged yet contained. Like a caged monster scratching at the bars of its cage. The clown looked back down at the boy, his eyes suddenly alive with a disastrous fire that sent chills through his small form.

"Then you don't know JACK." He produced a knife from what felt like nowhere.

Pip screamed and so did Craig. Both of them bolted; Craig felt the wind whistle past his face as the blade missed him by inches. The freaks around them had suddenly sprung to life; there was the sound of shrill laughter and heckling, the low angry beating on cage bars and floors. Arms flung from between the cracks and dirty, grimy fingers wiggled and tried to capture them. Craig instinctually grabbed his friend by the arm and ran. They moved through the heavy curtain, scrambling with frantic arms to get back to the outside. The abandoned carnival had magnified in creepiness. Even the trees seemed to sway darkly, like a mob of fingers reaching to hold them down.

"In the wagon." Pip pointed out, singling out a broken down trailer.

There was "closed" sign hanging on the side graphic that once read "Psychic." They rushed inside, throwing open the rickety wooden doors, then slammed themselves inside. It was pitch black within, unless you counted the few slivers of light escaping through the cracks in the wood. Through the darkness, Craig could hear Pip's shuddering breathes.

"It's going to be fine." he tried to assure her, but he himself wasn't so sure. He reached for her in the dark, grabbing her hand protectively.

"I'm so sorry." he could hear her choking sobs. "Craig, we should have stayed home. I should have listened. I'm so so sorry."

"You didn't know." he tried to play it cool. Yes, if she had just listened to her parents, neither of them would be in fear for their lives right now, but he couldn't blame her.

His eyes were beginning to adjust slowly and he could make out shapes in the room around them. There was a small, circular table in the middle of the room with what appeared to be a long-since dusted over orb sitting in the center of it. There was also a foul stench, something he could only compare to the time a raccoon had crawled up and died underneath their porch a few summers ago. The memory was fuzzy and dulled from time, but the smell of the rotting corpse was as fresh in his mind like it was the day before. But he said nothing; he also ignored the strange, crumpled figure laying only a few feet away from his trembling companion. There was enough that evening to be afraid of and something dead didn't need to be. He closed his eyes and clenched Pip's hand tighter. There was silence for a few dreadful moments and then a low, whimsical whistle coming from outside. Pip put a hand over her mouth to stifle noise and Craig felt himself go rigidly still. He recognized the tune from somewhere, but his mind wouldn't grasp at the name. Both children had become statues, watching as something moved by the cart, casting shadows where the light should have been. It felt like both of them had stopped breathing; their minds were running at miles a minute, going over every possibility and chance of escape. The whistling clown moved on, leaving their cart behind. The sound began to fade into the distance and Craig had to bite down on his inner cheek to keep from breathing a sigh of relief.

"Is he gone?" Pip's voice was barely a whisper. She spoke through the cracks in her fingers in fear of moving her hand back down to her side.

"I think so." he said back in the same way. Then he gasped bravely. "We need to make a run for it."

"Are you crazy?" her voice was tight and she squeezed his hand so hard that her small, light blue fingers nails dug deep into his palm. "He'll kill us!"

"Not if we run!" he hissed back. "If he's on the other side of the carnival, we can make a break for the trees and run all the way home."

"And if he follows us?" her voice was shaking again. "He'll get us AND my parents."

"So we just stay here?" he sounded so much older than his thirteen years. "We can't stay in here forever, Pip!" His voice smoothed out and he leaned in closer. "We need to do it. We just have to."

He could hear her crying and he wished he knew a way to comfort his friend. Hot tear drops fell onto his hands and she sniffled hard.

"Ok." her voice was meek. "Ok, we'll do it."

"Alright." He felt his mouth ease into a smile. "Alright, we'll…."

"ANGELA!" the voice shook the whole cart and both kids jumped.

"Daddy?" Pip's voice was a quivering question. Angela Dominique was Pip's real name; Pip was a nickname her father had bestowed on her since it was short for "Pipsqueak." She turned her watery eyes on Craig. "He came looking for me!"

'He probably knew you would be here."

"What's he doing home so early?" she said it with relief as she began to feel her way towards the exit.

"Probably left something at…."a wave of crushing realization splashed over him and he gasped. "…HE NEEDS TO STOP YELLING!"

Pip paused, looking at him confused for a few brief seconds.

"ANGELA! WHERE ARE YOU?"

"Daddy!" she had tried to yell but something kept her from doing so.

She rushed to the door and actually had her hand wrapped around the door handle when there was a laugh. And then a scream.

Everything seemed to fall into slow motion. Craig watched as Pip froze, her head cocked towards the noise in surprise, and then her suddenly panicky motion to get out of the trailer. But Craig broke into a run, grabbing her around the waist. If she walked out of there, they would both be dead. She struggled for a moment but then fell limp in his arms.

The screams had turned into gurgling gulps and the laughter just got louder and louder. It rose with the swell of the wind and seemed to sore out of the carnival and all over the sleepy town. Pip's bowed head began to produce scorching tears and her shoulders shimmied in silent, uncontrollable tears. Craig slumped down to the floor, pulling Pip down with him into the dust and mold. They sat in silence beside the dead body of Madam Leque, one of the only real psychics that had ever existed, and held each other in tight, unmoving arms until the police arrived.