It was late one summer night and the circus had pulled into town. It was after midnight, but all the tents had been quickly set up and now there was no motion. The tents looked like normal circus tents, but were black and white. There were metallic skulls with red ruby eyes at the top of each tent in the place of gold balls. A Farris Wheel stood high above everything else. The cars were in the shape of Victorian hearses. It was a circus, but it did not look fun; it looked terrifying.

Purple and green streaked through the sky as two superheroes flew over coming off patrol.

"Hey Static. Check that out." The green one said looking down.

"Oh hey. When'd the circus come to town?" Static responded slowing down to look.

"Wanna go?" Gear said with a devious grin.

"Yeah. We can go tomorrow." Static said nonchalantly.

"No. I mean tonight."

"What? Are you outta your mind? They'll be closed tonight." Static said turning to look at his partner.

"Oh come on, Virg. Don't you think it'd be fun to take a little after hours peak?" Richie said moving a little lower.

Static hesitated for a moment looking down at the strange circus. "Well I guess it couldn't hurt to check it out."

"Yes!" Gear exclaimed pumping a fist in the air. Static rolled his eyes.

As the two moved closer, they could see the dim light. It was green like a glowing swamp, but it was bright enough that the colors (or lack there of) could be seen.

"Well this is weird." Virgil said taking not of the black and white, instead of the usual red.

"Yeah. It's kind of cool." Richie agreed smiling. "We should-"

"Hush. Listen." Virgil cut him off holding up a hand.

"What is it?" Gear questioned.

The distant sound of music was playing. It was the traditional circus march, but it sounded eerie. It was all in minor chords. The music made Virgil's skin crawl and he was about to turn to leave, then he looked over at his blond friend. The music also made Richie's skin crawl, but it made him excited. He had picked up the pace to get to the creepy circus.

They landed on the midway where they could hear the music coming from their right.

"Gear. Are you sure you want to be here?" Static questioned a little concerned. "I mean, this has Joker vibe written all over it."

"Oh yeah. I want to be here." Richie said walking towards the direction of the ambient music.

With something between a sigh and a shutter, Virgil followed his friend. They came up to a carousel, the source of the music. It was sort of normal looking. It was colorful and had bows and ribbons flowing from white, black, beige, and cream horses. It was Victorian gothic in style, with intricate designs that looked hand carved.

However, it was not normal. The colors were faded to be dull although it looked like they may have once been bright. The horses eyes were red like fire. The weirdest, and freakiest, part was the "poles" the horses were attached to. They had been carved into the shape of chains with hooks on the ends that penetrated the horses. Some of the horses' ribs could be seen where the flesh was torn and blood was painted from their sides. A heavy mist surrounded the carousel. Richie was fascinated just as much as Virgil was disturbed.

"Let's get on it." He exclaimed walking with in a few feet from the ride. Suddenly, and slowly, it began spinning. A low grinding sound could be heard under the tone of the music. The boys stood watching in amazement.

"I am not getting on that thing." Virgil stated.

Richie just stood watching.

"And neither are you." Virgil continued afraid that Richie would try it.

"I know, V." Richie said not paying attention. "Look at this." He pointed up above the horses. In the mist, almost like holograms, visions of people could be seen on top of each horse.

"What the-" Virgil exclaimed grabbing Richie's arm and pulling him back. Ghostly shrieks began to emanate from the misty figures on the carousel as their faces distorted into those of tortured souls.

"Come on." Static yelled holding tight to Gear's arm and running. Panicking, he pulled them into a small building where the door was unlocked, not bothering to look at the sign on the door.

"Okay, Rich. We have to leave now. This place isn't right." Virgil said between pants. He had run so fast he wasn't even sure how far he had run. Not to mention he was basically dragging Gear along.

"Come on, V. Not yet. This place is so cool." Gear said also huffing.

"If by cool you mean creepy, than you're right."

They heard giggles coming from the darkness.

"Please tell me you just giggled like a little girl." Virgil said freezing like a statue and looking in Richie's direction.

Richie gulped. "Wasn't me."

There were more giggles. Even though he was afraid to, Static lit up the room. He looked around for about half a second before he let the light out.

"Hold up Static. What was it?" Richie asked, his eyes not having enough time to adjust to the light.

"You don't want to know. I don't even want to know." Virgil said. Shortly, he felt a small tug on his sleeve.

"Virg. Put the lights back on. I just felt something."

Virgil very reluctantly lit the room back up. It was filled with porcelain and ball-jointed dolls. Grins covered their faces and their eyes were filled with both malice and sadness.

Virgil saw that one of the dolls, with round eyes and pointed teeth, had a strong grip on his sleeve. Another was climbing up the leg of Richie's costume.

Gear screamed and tried to shake the thing off, but to no avail. Laughs and giggles permeated the room. In a panic, Virgil shocked all the dolls. There was the sound of glass shattering and the boys raced out of the building.

They stopped for a moment trying to catch their breath.

"Okay Rich. We're leaving now." Virgil asserted.

"Hold on V. Listen to that." Exotic drum beats were coming from a tent near by. They were mesmerizing and Richie couldn't resist. Like Odysseus's sailors pulled to the serine, the boys were pulled to the exotic drum beats.

They made their way into the monochrome tent and observed snakes coiling around, writhing on the ground to the music. A snake charmer, a man in a white and gold turban with a red ruby in the center, was sitting in the middle of the snakes. All of them were cobras. Out of a basket in front of him, a white snake rose, dancing to the rhythm. The snake turned around and faced them.

It's gold eyes were narrow and seemed to peer in to their souls. Richie felt his heart turn to ice. He breathed in deeply and was surprised to see that he couldn't see his breath when he exhaled.

Virgil felt like all hope had gone form the world. He felt an overwhelming sense of depression and started moving forward to the pit of snakes. Richie noticed his friend moving and snapped out of his own chill. He grabbed Static's shoulder and directed them out of the tent.

As soon as they were out, Virgil took a quick breath and snapped back to reality.

"Okay, now we have to leave." He said, but Richie was already moving some where else.

"Hold on. I want to try this first." Richie said walking up to an old fortune telling machine.

"Every time you say 'hold on' something else weird happens. Let's just go." Virgil said walking up behind Gear.

Gear had already slipped a coin into the rusty slot. Noticing the machine only took fair tokens, Virgil asked, "Where'd you get the token from?"

Richie shrugged. "I don't know. I just found it in my pocket."

"This is not a good sign." Virgil mumbled.

"It's fine. It's just a harmless fortune." Richie responded even though Virgil wasn't really talking to him.

Creepy music began to play as the animatronic fortune teller veered to life. She was dark skinned, like that of the middle east. She had a red scarf over here head and had glassy blue eyes that were pale, no pupils. Here hair hung low and was dark black. Her clothing was also red and adorned with gold embroidering. Her fingernails were long, but clean despite the over all decrepit look of the machine. In front of here was a glass orb. To her right, a stack of tarot cards and to the left was a bowl of bones.

"Esmerelda sees all." She began; her body moved with kinks and chinks. "Esmerelda knows all. Young man, do you wish to know your fortune?" Richie vaguely nodded. "Beware! For your future is dark. It holds great sadness and suffering. Trust no one." Richie gulped as the machine powered off.

"You don't actually believe that?" Virgil asked noticing Richie's ashen face.

It took a moment for Richie to snap out of it, but when he did he turned to Virgil and responded. "Nah. Let's go."

The two boys made their way back to the midway to get their baring, preparing to leave. In the distance they heard the sound of drums beating. The sound continued to get louder and louder. More instruments joined in. There was an organ, an out of tune accordion, a penny whistle, and a piccolo.

They saw a procession coming down the midway. As it got closer a trumpet joined in and a sousaphone. The boys hid in the shadows. The grand marshal appeared in their sight line. He was a young looking man dressed in a Victorian suit with a top hat. It was a black suit with thick white pin stripes going diagonally across. His skin was pale white and smooth. His eyes were crimson red and he had dark black make up around them. His nose was high and thin. His lips were soft pink. He carried a cane with a metallic, silver skull on top, with ruby red eyes; the same as the ones on top of the tents.

He marched in step with the melancholy music. Behind him was a carriage pulled by two large white lions. There manes were long and flowing and they had clear blue eyes. There were roaring wildly as they pawed at the ground. Long, boney hands from inside the carriage reached out with reins pulling the lions in. One hand cracked a whip to quiet the beast.

Behind the carriage was a group of what seemed to be clowns. There were five clowns dressed in green and purple horizontal stripped jumpsuits. The colors were faded to the point they looked gray. The clowns had thick painted lips that covered up pointed yellow teeth. Two of the clowns were thin with dull orange hair, one straight, one curly. These two clowns did aerobics and all kinds of weird contortions as the procession moved. The other three clowns were large and brutish. They had bald heads and moved slowly. Between the three of them, they were tossing three real human skulls and three flaming daggers. They juggled with such ease it was eerie; almost as if a spirit was moving the objects through the air into their meaty hands.

Up next was six beautiful women who looked like porcelain dolls. Their black hair was shiny. Their skin was pale white and glimmered and their eyes were so brown they appeared to be black. The women gyrated to some unheard beat. It was fascinating. Their bodies moved in ways that seemed impossible. Virgil was tempted to run out of his hiding spot to get closer to one of these beautiful creatures, but Richie's hand on his shoulder stopped him.

The last group in the procession was the out of tune band. They marched in step in a pentagram formation. Dust seemed to jump out of the instruments with every note. As the procession made it to the end of the midway, they slowly vanished in a cloud of fog and the music faded.

Suddenly, the sounds of a large crowd stated emanating from the largest tent. Piano music began playing in an up beat tone very uncanny of the rest of their experience at the dark circus. Richie looked towards the big top.

"Oh no, Rich." Virgil said annoyed. "we're leaving now."

An announcement was made over crackling speakers. "Come inside the show's about to start. Guaranteed to blow your head apart*" Richie started running towards the large black and white tent. Virgil let out an exasperated sigh and followed his friend.

"Welcome ladies and gentlemen to the circus of the strange, the sideshow of the sinister and the theater of the bizarre. Cast your eyes upon the cruel oddities of nature and behold monstrous creatures from the depths of the abyss. Hear the dark wisdom of the old gypsy soothsayer as she foretells of things yet to come, and marvel with awe and dismay at unbelievable death-defying acts that teeter on the very brink of doom. Leave the mundane world behind, for those who visit this festival of phantasms are never the same again.**"

"Rich." Virgil whispered as they made there way up through rows of stoic looking people dressed in brown and black Victorian clothing. All of their faces were pale and their eyes were hallow. It was a haunting sight. "We need to go now. This is freaky."

Richie sat down next to a man and woman with a daughter and son. They looked like an old photograph. Not willing to leave his friend behind, Virgil sat next to him.

The ring master entered the center of the stage, "Welcome to the Circus of Wondering Hearts." He announced holding his arms and skull cane in the air. There was wild applause and roaring, but the audience remained still and stoic.

Virgil looked around confused. Richie remained focused on the ring master. As the cheering died down, the man disappeared in a puff of green smoke. A wind began ripping around the tent as the audience members started bursting into vapor and ghostly wails filled the air.

"Richie, we've got to get out of here." Virgil screamed, grabbing his friend by the wrist. He sort of tossed Gear into his arms as he pulled out his static saucer and jumped on flying through the roof of the tent trying to push through the heavy wind.

As he burst through the top of the tent he quickly noticed there was no wind outside. The sun was rising, so they had been there all night.

Virgil flew as high as he could trying to escape the horrible circus, holding tightly to Gear, who seemed to be in a daze. "Gear, snap out of it!" Virgil shouted getting close to his friend's face.

Richie moaned and looked down at the circus. It was fading away. It just seemed to evaporate into nothingness as if it had never been there. What was left in it's place was a field.

They heard a sinister chuckle as the last particle faded away.

Gear activated his boots and flew next to Static. Both superheroes stared down at where the most frightening night of their lives had taken place.

"So we'll never speak of this again?" Virgil asked turning to Gear.

"Right-o." Gear replied and flew off towards home.

Disclaimer: Even though I drew ideas from multiple sources (The Night Circus by Erin Morgenstern, Danny Phantom, and Karn Evil by Emerson Lake and Palmer) most of it was based of the Nox Arcana album Carnival of Lost Souls

. So all credit goes to them for the story line. I also obviously don't own Static Shock

*a direct quote form Karn Evil

**Direct quote form Carnival of Lost Souls, Ghost on the Midway.