A/N: Had this story in my mind for a while now. It takes place during Puppet Master 2 and during my story Nothing But An Animal. Also first time I've written about Leech Woman in one of my stories ^^

Anyway as normal I don't own any of the characters, they belong to Full Moon Features and Charles Band.


It was a cold night at the Bodaga Bay Inn and inside the aging hotel a pair of small puppets were waiting for the rest of their group to return while their master worked.

The first was Leech Woman, the only female of the group thought she didn't let that fact bother her much.

She turned to Tunneler, her companion for the moment.

"I hope the others are OK, they've been for ages."

Tunneler nodded.

"Jester's probably gotten distracted, you know what he's like." He said.

No sooner had the two finished the secret area in the attic opened, the rest of the puppets had returned.

Pinhead was the first over carrying a silver flask while Blade came in helping Jester over, Leech Woman and Tunneler rushing over concerned.

"What happened Jester? Were you attacked by an animal?" Leech Woman asked letting him lean on her for support.

Jester shook his head.

"I just don't feel great. I need to rest." He replied and looked up at the table where his special chair, his throne was.

He sighed at the climb ahead.

Luckily for him their now resurrected master Toulon had noticed the two puppets holding Jester up and picked Jester up.

"My poor Jester, you need the formula the most."

Jester looked up at Toulon's bandaged face, he didn't want to admit he did need the formula, there was so little left to share between the five puppets.

Toulon placed Jester on his throne and told him to rest.

Jester frowned but did as he was told, while the guys returned to the trunk Leech Woman stayed with Jester to keep him company.

They watched as Toulon put the brain matter from the flask into a metal bowl and proceeded to look at some plans for a new puppet.

Jester looked at Leech Woman worried.

"Doesn't he realise how little formula we have? We can't afford to have another puppet." He said.

Leech Woman sighed and put a hand on Jester's shoulder.

"He knows what he's doing Jester. Remember that." She said trying to calm his worries.

Jester nodded and rested his tiered body.

He woke up the next morning not feeling much better and saw different parts of the puppet Toulon was making.

His stomach dropped, was Toulon...replacing him?

No that was stupid, he was Toulon's favourite after all.

But still.

He remembered the story of the Retro Puppets, he knew Blade, Pinhead, Tunneler and Six Shooter were basicly replacements for their original counterparts.

Maybe if he went out and helped someone Toulon wouldn't see him as weak.

He decided that was what he would do and dragged himself up.

Pinhead was about to leave when Jester came over.

"I'm coming with you." Jester said trying to sound like he was fine.

He hated lying to his friend but he wanted to prove he wasn't as weak as he felt.

Thankfully Pinhead nodded and let Jester tag along.

By the time they came back Jester regretted his choice.

Unluckily for him he got a scolding from both Blade and Leech Woman, who made sure he stayed in his throne.

"This is for your own good Jester." Blade said.

Jester looked up.

"Don't let the master replace me. Please." He said just loud enough for them to hear.

"Oh sweet, little, Jester, you know Toulon would never replace any of us." Leech Woman said comforting Jester.

Blade looked over at the new puppet.

He wasn't too sure of this new metal puppet, nore was he sure Toulon was really the same.

Blade may not of been as strong or as on his game as he had been but he could tell something strange was in the air.

"Miss Leech, would you mind keeping Jester company? I need to talk with Pinhead and Tunneler in privet."

Leech Woman nodded, they had all been feeling something off since Toulon was resurrected.

She watched Blade jump down and walked over to the others.

Jester slumped down, he felt so weak and tiered.

"Nothing bad is going to happen Jester." Leech Woman assured.

That night however her words could not have been more wrong.

"Where's Tunneler?" Jester asked.

Pinhead sighed, Jester was not in the right state of mind at the moment but he needed to tell him.

"I'm sorry Jester, the humans got him. He isn't coming back."

"No, bring him back. Toulon can use the formula and bring him back." Jester said shaking his head.

Pinhead took ahold of Jester gently.

"Jester. Listen to me."

"No! Just get him here! Toulon can fix this." Jester shouted.

Pinhead held Jester down so he didn't hurt himself.

It would be a few hours before Jester could bring himself to say sorry for shouting.

In that time Toulon brought his newest puppet Torch to life.

Jester was confused, Toulon knew how weak he was. Why didn't he give him some formula?

Torch looked around, giving Jester a dirty look before turning to Toulon.

"Blade. I vant you to be Torch's mentor vor a vile. Teach him all he needs to know." Toulon instructed, the two mentioned puppets nodding understanding.

"Now go vith Torch and ze woman and do vhat must be done." Toulon continued. Leech Woman looking up both taking offence at what Toulon had referred her as, along with not wanting to leave Jester.

But she knew she couldn't disobey the master.

She looked up at Jester.

"Pinhead make sure he stays in his throne. He's weak enough as it is." She said taking her own weapon, a small dagger out from the trunk.

Jester shook his head, it wasn't safe for them to leave. He wanted to pull Leech Woman back, he had a gut feeling something bad was going to happen.

Leech Woman assured Jester she was safe with Blade and Torch and soon left.

She never came back.

That night Blade was unusally quiet, Jester despite being upset tried to get Blade to talk to him.

All he got was Blade telling him to rest.

The next morning Jester felt so bad inside, he could barely move or talk.

The others were already up and talking in the attic.

"Blade, it wasn't your fault." Pinhead said putting a hand on the leaders shoulder.

"It was. I had to watch her burn and I didn't do anything." Blade said, he was clearly beating himself up over the whole thing.

Jester didn't want to believe Blade had only watched and done nothing.

He forced himself to move.

And he finally collapsed.

Toulon looked over hearing the noise and rushed over.

The remaining two turned worried and watched Toulon gave Jester the last little bit of made formula they had left.

"I thought he'd never use it on Jester." Pinhead said relieved Jester would now be stronger.

Blade mentally sighed.

"Maybe now he'll see the truth of what Toulon is becoming." he thought.

Jester looked up at Toulon and smiled for the first time in days.

"Thank you master."

Blade shook his head, maybe Jester was blind to what Toulon had become.

Jester looked at his remaining brothers and smiled, he noticed Torch was gone but didn't care.

"Vhere is Torch?" Toulon asked.

Blade and Pinhead looked at another and shrugged, they saw him go but didn't know where. Not that Blade actually cared, he was still furious at Torch for wondering away from him and Leech Woman on the way to the farm. If Torch had stuck to doing as he was told Leech Woman would still be alive.

Toulon sighed shaking his head and left the room.

Blade looked over at Jester.

"Glad you're feeling better Jester." he said.

Jester nodded and walked over to where Toulon was making the formula.

"We need more." He said picking up the flask and jumping down.

Blade mentaly sighed to himself.

"Pinhead can you stay here incase Torch desides to show his face? I need to go with Jester and have a talk with him." He said, Pinhead nodded and watched Blade and Jester go off.