One night, a very ordinary night, some very unordinary things were happening over in Fillmore's dome. Foxy shot upwards with a canine yelp, looking around rapidly, looking for the creature she had seen in her dreams, not realizing that this was reality.

"'S all right, go back to sleep."

There was the same voice she had seemed to hear more and more as the week went on, increasingly during the middle of the night. Her guilty expression was completely ignored by the VW Bus as he nudged her cheek with his fender gently. Finally, she sighed and gave up the fight, as she was simply too tired to care.

For the past few weeks, she had been waking up in the middle of the night, sure that she or Fillmore was in the clutches of some shadowy, evil being. She always seemed to wake up when they were two seconds from death, and this frightened her to no extent, because it never got any easier to deal with.

She tried to return to the mattress and fall asleep, to try and ward off the nightmares, but nothing seemed to work. Eventually, she just gave up with trying to fall asleep altogether, and just closed her eyes, remembering that it normally happened when she wasn't thinking about it. She made it through the rest of the night without another incident, as was growing increasingly normal, and she awoke the next morning, feeling more tired than the day before. She just barely managed to stay awake long enough to get to Flo's, then she collapsed in a heap on the ground and fell asleep, curled up into a ball, not caring where she was.

The others watched her sadly for a few moments, then struck up their conversations again, this time more quietly. Strip pulled her closer to his side, finding that she was closest to him.

She just slept on, occasionally kicking out a foot or mumbling indiscernibly. He glanced down at her as she rolled over and snuggled against his side with a whimper. She looked so utterly pathetic that he laid a tire over her to try and comfort her.

About half an hour later, her eyes popped open as she gasped and bolted upright once more.

"'Nother one, Foxy?"

She nodded, and Strip looked over at her in sympathy. She was noticeably thinner, even though she didn't eat much to begin with. There were dark shadows under her eyes, making her look like a racoon. Her eyes themselves were a dull gray-green, half-lidded, and carried a permanently-exhausted, given-up-hope expression within them. Her hair carried a seemingly-permanent ruffle to it, as though she was evermore waking up from a bad night's sleep.

"There's gotta be somethin' we can do. I mean, ya can't just keep goin' like this forever."

She sighed, then just flopped back onto the pavement, suggesting that she'd given up. She remained in a doze for the rest of the day, and the others watched in pity as her head continually dropped, only to jerk upwards again.

Later that night, she and Fillmore were laying in his dome, the two of them on the mattress and snuggled underneath an extremely-large blanket. Fillmore was sound asleep, a tire wrapped around Foxy's waist, as usual. She was lying on her side, as normal, but she was far from asleep. She hated nights like these, because her mind would go into overdrive, full of thoughts, and random facts that she knew, and what she was doing the next day, and just general nonsense. She sighed, shut her eyes, and tried to count sheep. She succeeded in the counting part, going up to 86 on her third attempt to fall asleep. What she failed at was the actual falling asleep part.

Instead, she lay with her eyes wide open, watching the entranceway, which she was facing. She had to tire herself out, there just had to be a way… She half wanted to toss and turn, but the more dominant half told her that it would wake Fillmore up. So she didn't, and instead, lay awake for what felt like hours in the night. She lay her head upon the mattress, sighed quietly, then shut her eyes one last time. She could hear her heart rate pounding in her ears, each beat sounding like footsteps crunching on gravel. She didn't know when she ceased to finally think and instead just drift, the footsteps in her ears somewhat comforting.

As she gradually fell deeper and deeper into sleep, she began to dream once more. And what a strange dream it was.

She was in a forest, at night, with nothing but a flashlight and the sound of her footsteps crunching on gravel for company. She found a clearing that looked like it led somewhere, and followed it. It took her to a cluster of boulders. She was looking for something, but what she didn't know. She spotted something starkly white against the gray of the stone, and moved closer. It was a paper, with a picture of some crudely drawn trees and an equally-crude stick figure. She knew that this was what she was supposed to be looking for, and she began moving off again, hearing faint music coming from all around her. She headed towards what appeared to be a house, but as she drew closer, she could see that it wasn't a house, more of a bathhouse. She walked towards it, knowing that another paper lay within. When she entered, she looked left, then right, then left again, and headed right, her shoes squeaking eerily on the tile floor. She came upon another paper, or 'page', as she liked to call them, and looked upon it. It had an oval on it, with large 'X' s where the eyes should have been. There were four words above it, which read, 'Can't see No eyes'. The music she was hearing grew increasingly louder, and she began to panic ever so slightly. She exited the room, then tried to find her way out. She succeeded, and suddenly, the dream warped.

She had managed to find six of the pages, and was now trying to find her seventh. The music was louder than ever, and she was nearly running as she looked for the seventh page. Suddenly, she stopped and turned around, having seen something that could be a potential hiding spot for a page. What she got was a loud burst of music, then a tall man… thing in a black suit appeared directly in front of her.

At this point, she bolted upwards, wide awake, panting, and shivering. "Slenderman!" She had no second thoughts, she just charged out the doorway, in full-blown panic mode. Her half-competent thoughts drowned, then transformed into her nightmare.

There were footsteps behind her, she was sure of it. Or were they her own? She didn't know. All she knew was that she had to run, and run fast. Faster than she had ever gone before. She put the pedal to the metal, so to speak, and nearly sprouted rocket boosters.

Fillmore was just parked in the doorway of his dome, his front bumper hanging in amazement. That girl could run. He shook his front, trying to clear his mind of sleep, then drove out to the road, planning on following her.

She didn't know where she was going, just that she needed to find the pages. She was looking at every rock, every tree, for some sort of clue as to where a page could be. She looked back over her shoulder as she was running, and spotted something following her. She sped up, going even faster. She would have wondered if any human had ever gone this fast, if she weren't fleeing for her life. She wasn't looking where she was going and a branch caught her in the middle, then flipped her around once and knocked the wind out of her. She scrambled to her feet, gasping for breath. She didn't stop to assess the damage, just took off running again. She reached a rock wall, and began climbing it in a hurry, hyperventilating slightly.

Fillmore stopped at the base of the rock, and just watched her with wonder. She was like the Energizer Bunny or something, because she just kept going, and going, and going, and going. He sighed, shook his front end with a sigh, then began driving up a trail that the rock wall led to. When she spotted him getting closer, she scrambled up the wall as fast as possible. He was amazed at how quickly she was able to climb up the wall. She leaped onto the next wall that was in her line of sight, and began scaling it like a mountain goat. "Elizabeth, stop! You're gonna get hurt, man!"

"Wh-Wha?" She turned back in surprise, and instantly wished she hadn't.

The ground seemed a million feet below, and she felt faint, the ground going in and out of focus. She forced herself to focus on the voice, and slowly opened one eye at a time. What she saw shocked her.

There was Fillmore, parked below her and looking up. If that was Fillmore, then where was the terror-inducing beanstalk who had been chasing her earlier? If that was Fillmore, then who had been making those footsteps in the dirt? If that was Fillmore, then why had everything that wasn't seemed like it was?

He called up to her again, and this time, she forced herself to call back. She wasn't sure what came out of her mouth, but it wasn't anything in the English language, that was for sure. She closed her eyes tightly, and after making sure that the ledge she was sitting on was safe, laid down on it, beginning to shake. She didn't want to think, she didn't want to act, she didn't want to move. she just wanted to disappear, to be nonexistent until she could function, to sort things out at a later date. She heard the sounds of something moving closer, and her heart rate tripled in speed, if it was possible. It was already going like a racehorse because of her panicked flight.

"C'mere."

She heard quiet, familiar tones, and dared to open an eye. She saw a tire reaching for her, and didn't hesitate to grab onto it like a lifeline and pull herself up as fast as she could, slipping on some of the rocks in her haste to be out of the situation. She lay on the ground for a while near the cliff face, panting weakly and shaking, trying to make sense of everything, her eyes shut tightly.

When she finally dared to open them, she found Fillmore laying at her side quietly, yet watching over her protectively, ready to leap to his tires in an instant if trouble threatened. She curled up into a quivering ball, not wanting to function at the moment, and Fillmore pulled her closer to his front, gently resting his front bumper on her side in a comforting, reassuring gesture.

He could feel her heart racing as she shook, and sighed, knowing that although she was frightened beyond belief, she was safe once more.

Eventually, her panting diminished, then vanished completely, along with her quivering. Her entire form seemed to sink into the ground at once as she fell asleep, the exhaustion from nearly a month of little-to-no sleep too much to bear.

He picked her up gently, cradling her against his front with a tire as he made his way down from the cliffs, her head resting gently against his right headlight, the one with the flower painted around it. He made his way into town about an hour later, just as dawn was beginning to lighten the sky. When he got back to his dome, he gently settled onto the mattress, setting her down gently at his side. He pulled the blanket over the two of them, laid a tire around her waist, pulled her closer to his side, gently rested a fender against her hair in a protective manner, and drifted to sleep once more, trying to chase away her fears and nightmares.

The two were still asleep well into the morning, long enough to send Lightning coming to look for them. He found them exactly as they had been for the remainder of the night, Foxy snuggled up against Fillmore's front bumper, Fillmore with a front tire draped over her legs. Lightning pulled away from the entranceway quietly, getting the feeling that something had happened, since the two were never asleep this late.

Finally, a few hours later, Foxy sleepily went to roll over, snuggle back into the mattress and go to sleep, when she realized that something was holding her legs down. She blinked her eyes open halfway, then looked. She spotted a large, circular, black object resting on her legs, too tired to make it out exactly. She shrugged sleepily, a.k.a a drowsy turn of the head, then she laid back down and fell asleep again, Fillmore not even stirring.

Around evening, the two finally woke up longer than the few minutes needed to roll over, or shift into a more comfortable position. "Ohhh, damn… What time is it?" Foxy groaned, sitting up, then flopping right back down again, too tired to stay awake for very long.

"Dunno, man." Fillmore mumbled, yawning widely, then nuzzling her.

She rolled over, then curled up against his bumper, her sleep-fogged brain just not up to speed as of yet.

He nudged her gently, and she blinked her eyes open.

"Hmm?"

"Still tired?"

"Hmm-hmm." She nodded slightly, and he draped a tire over her.

He lay down once more, and the two fell asleep again rather quickly, simply unable to stay awake.

"See, they're both still asleep. And Foxy's actually looks like she's been asleep for a long time."

The sleeping duo didn't hear the quiet voice that was coming from the entranceway, not even when a second voice joined it. "They mighta just been up late, kid. Or maybe they finally figured out what was the matter. See what happens tomorrow." The owner of the first voice nodded, then the two pulled away from the multicolored dome, leaving Foxy and Fillmore to sleep.

The next morning, Fillmore yawned widely, and almost instantly afterwards, heard a nearly identical yawn.

"Morning, Fillmore." Foxy mumbled through an exceptionally large and loud yawn, her teeth showing involuntarily. When she had finished, she gave herself a good shake, looking like she was back to her normal self. "Whew! I'll bet that looked like a mountain lion!" She replied, and he chuckled.

The two rose from the mattress, and Foxy began stretching, having been lying dormant for nearly two full nights and a day. Mid stretch, she managed to lower herself to the carpet, and began ridiculous-looking stretches, which Fillmore was sure were being shown for pure entertainment. When she had finished, she stood up, yawned widely once more, and promptly fell to her rear. "...Oh…"

He began laughing, then went to her side and nudged her. "'C'mon, let's go see if the others are awake."

She gave him a smile, then stood up once more, and loped out the entranceway, Fillmore following after. She spotted a rabbit, and crept up on it slowly, her head and shoulders going down in an effort to make herself smaller. Just as she was about to pounce, a horn honked loudly, sending the rabbit off like a shot and a dazed Foxy bolting out from the brush. She collided with Fillmore's side with a flat smack and toppled over into the dirt, her feet still pedaling wildly.

Lightning came rolling over, laughing hysterically. "That was amazing! I never thought that she could do that!" He exclaimed, falling victim to laughter once more.

Finally, Foxy popped up, one pupil noticeably smaller than the other, and an odd expression on her face. She uttered a mouthful of garbled words, her head swaying from side to side dizzily. She shook her head fiercely, trying to rid herself of the dizziness. After she was back on planet Earth, she looked up at Fillmore with a grin. "That was fun! Let's go again!"

He shook his front in bewilderment, chuckling.

"Oh Foxy. Foxy, Foxy, Foxy. What will we do with you…" Lightning sighed, finally under control.

"Was that you who honked, Light?"

He nodded, and to his surprise, she grinned. "

Let's go scare another bunny rabbit!"

He scooped her onto his hood, and the two were off, looking for another bunny. Fillmore, in the meantime decided to go over to Flo's and find out what he and Foxy had missed the day before.

"I see she's back to normal." Doc chuckled, watching the two as they went after another rabbit, Foxy gaining on it. She was able to catch it as the two bolted down the main road, towards Flo's, and rolled to a stop in the middle of Flo's, clutching the rabbit tightly.

"Look what I got!" She exclaimed, and began petting it.

"You caught it?!"

"Yep. He isn't so fast after all."

At that point, the rabbit got over its fear of her, and began squirming. It got loose, and took off like a shot. "Wait, come back! I just want to love you!"

The others laughed, and she came back few minutes later, looking defeated. "He obviously doesn't like foxes named Foxy." She replied, making the others laugh.

"'S all right. We do."

She laughed, and began drinking the coffee that Flo set at her side.

Here's a short story I thought up one night. I seem to be getting less and less sleep, even when I try to count sheep. Yes, I have counted up to 86, on my third try. It's not fun. :/ That, and I seem to be going to bed later, because that's when I think I'm tired... not! I toss and turn for at least an hour before I decide on a good spot. then the pillow isn't right, or the blanket isn't, then I've gotta get everything just right. XD It's a never-ending battle...