This story contains scenes of a graphic nature that depict violence and abuse. This content may be disturbing to some readers. Reader discretion is advised.


A sudden gasp of air roused him from a deep sleep. As if his body had forgotten to breath and only now remembered to do so. The shock caused him to roll over onto his side from his back, filling his lungs with air through wheezing coughs. With much effort he rolled to his stomach and lifted his body with his arms, his breath starting to come back to him normally. His body ached from the haggard breathing and his heart felt like it was pounding. Once he'd slowed down an opportunity was taken to look around him and soak in just where he was.

Instead of waking in his bed or on the couch like he'd normally find himself, Marco Diaz instead was on the floor of what looked like a destroyed class room. His skinny jeans and red hoodie were caked in dust and tattered. As the boy pulled himself to his feet he found his muscles were sore but nothing appeared to be broken or seriously injured. Not that the same could be said of the classroom, which had a huge hole in one of the walls and scattered desks everywhere as if something had exploded inward. "Wha... what happened?" He couldn't remember, clearly something serious had occurred that could cause this kind of damage but it wasn't something he could recall. "Head's aching, can't think straight."

"Marco?" A voice called out to him from somewhere in the room. "Marco, are you alive?"

"Al?" That voice, it could only be his friend Alphonso. The gangling, bespectacled boy's voice normally cracked at various points when he talked, but now it sounded faint and nearly sobbing when he called out. "I can't get up. He's too heavy."

"He?" Marco was still dazed but managed to follow his voice past some rolled over desks and chunks of wall that filled the class room. There were other things too... things that might have once belonged to students (or once had been students) but he didn't want to look at them right now. This was already too much to process. "Al?"

"Here." The voice called out weakly, forcing Marco to acknowledge one of the things he'd been trying to ignore. Before him was a large body laying completely still, its back bloodied and torn as if something had slashed them repeatedly. The shape and size of the body was familiar to Marco but he tried not to think about it as he pulled the figure off of Alphonso and made sure to avoid looking at the dead boy's face. "Oh... oh thank you, Marco. My legs are... I think they're broken." Marco looked down to see Alphonso's legs had been given near the same treatment as the previous person's back. There were cuts and bruises but it didn't look too bad considering the state of everything around them. "Marco, thank God you're okay."

"Al, what's... I don't... I don't understand anything." How could he wake up to all of this? What was all of this? "Where's Ms. Skullnick?"

"I dunno. I think she was trying to stop them." Alphonso replied weakly. Ms. Skullnick was their teacher who through a series of magical mistakes had been previously turned into a troll. While it did surprisingly little to change her attitude and appearance it did make her a much stronger and a more capable teacher. Even with her mean attitude Marco didn't think she'd ever leave a hurt student behind to fend for themselves, but Alphonso hinted at something more going on.

"Them? Who? Who is them?"

"The monsters." Alphonso said fearfully. "They did something... blew up the wall or broke it. I don't know, I didn't see a lot after it happened. They charged into the class and things got out of control. Ferguson, he... Marco he protected me." Marco felt his body tremble, remembering the large figure of a boy that he'd rolled off of Alphonso. "He knew, I'm sure he knew this would happen and he protected me anyway."

"This can't be happening..." Marco said and fought the urge to fall to the ground again. As weird as it sounded, monster attacks were not unusual for the town of Echo Creek anymore. Ever since Star Butterfly came to live with Marco she'd brought with her a lot of the unusual magical presence of her own alien realm, Mewni. No one ever thought too much of it though, in the past Star had been able to repel any monster attack on her person with her own overwhelming magical powers from her personal wand. That was the very thing the monsters were after in the first place. Even Marco himself had been able to fight the monsters off, finding them to be mostly incompetent at their attempts to steal Star's magic. This however... all of this was another story.

"They're going to kill her." Alphonso pleaded with Marco. "Star ran out of the room and they all chased her. She's in a lot of trouble."

"Okay... okay, just wait here, alright? I'll get help." Marco didn't know what he was going to do exactly but he had to try something. Alphonso began to look away from Marco and his focus drifted off, perhaps to sleep? That had to be it, just to go to sleep after all this trauma. He didn't want to think about it any more seriously than that, even if he couldn't bring himself to look back and Alphonso wasn't talking anymore. "I'll get help, it'll be okay. Just wait." Pushing his way past the destruction of the class room Marco exited through the destroyed door into the hallway.

Things outside the room were quiet but in no better shape. The hall was torn up as debris from the walls laid on the floor, along with lockers and some of their contents spilled to the ground. There were other things too... red stains and things that probably were once students. Marco still couldn't look at them, the idea of it somehow too much for him. "Where did they go?" He asked out loud, looking around for some sort of sign as to where the fight might have spilled to. As his eyes wandered he found someone else who was in the hallway along with him. "Excuse me? Did you see a girl with long blonde hair?"

"Are you talking to me?" The figure responded, very calmly despite all the destruction around him. Rather than be horrified he seemed more bored than anything, reading a social studies text book and slowly turning the pages. Also he didn't look like any student or teacher Marco had ever met; a tall figure in a suit that reminded him of a business man or a lawyer. Black hair slicked back with shiny gel and now that Marco noticed it, a finger missing from his right hand that seemed to be cleanly cut off.

He was also a standing, talking lizard man monster. Like a crocodile of some sort. But that didn't seem too weird to Marco for some reason.

"Yeah, she was wearing a blue dress and had a hair band with devil horns on it." Marco continued to explain, unable to shake the woozy feeling that had plagued him since he woke. He was worried he might have some kind of head trauma, but would address it after finding Star.

"Oh, that girl. Yes, she passed by here a bit ago, heading outside I believe?" The lizard man motioned past him down the hall and Marco thanked him for his help, trudging past him and all the destruction around them. Marco mostly ignored it though as it made it easier to proceed forward. Even with threats apparent all around he couldn't muster more than a trudging walk, as if his legs had become too heavy to move freely. Stepping between the mess on the floor Marco was able to avoid touching most of it with his feet. Aside from one discarded belonging the rolled away from him with a very familiar sound.

"Wait." Marco felt himself freeze in place and his heart skip. Leaning down he grabbed hold of the belonging he'd pushed with his foot to find it was a skateboard. The surface was an aqua blue with two sea green stripes running down from front to back. Slowly Marco turned the skateboard over to reveal a heart shaped design on the bottom, along with red smears and golden hairs caught up in the wheels of the board. He dropped it back to the ground in horror, breathing heavily. "Jackie... oh God Jackie! Please, just be okay." There was no logic behind all of this chaos around him but he couldn't ignore that people were getting hurt. People he cared about were being harmed... or worse. "Have to keep going. Can't stop!"

With a renewed sense of urgency Marco's feet seemed to fly now, getting his second wind. He traveled through the halls and burst through the heavy metals doors that exited the school. Outside he found what he'd been looking for.

Star Butterfly was there, standing in front of the school and surrounded by monsters. It the monster gang from Mewni, a group of various creatures of all shapes and sizes lead by the small and bird-beaked monster known as Ludo. Something was wrong with this scene though. The princess of Mewni looked winded and tired, her clothing was a mess and she seemed to be bleeding from various cuts on her legs and arms. Her wand was glowing with magical power and it was keeping the beasts at bay. But even the monsters themselves felt wrong as they all looked familiar to Marco but different. Their faces and bodies seemed to be contorted and twisted as if they'd been pulled out of fun house mirrors. He didn't understand why they'd suddenly become so frightening and dangerous but he knew he had to help his friend.

"Star, I'm here!" Marco shouted as he charged forward, sliding under the legs of a tall giraffe monster man who's neck was corkscrewed in a circle instead of the normal upward form it took. The agile maneuver was surprisingly easy for him considering the pain he'd been in earlier but Marco didn't complain, instead rushing to Star's side as she magically blasted away a hideous looking giant chicken creature with a huge razor sharp claws that just missed their mark due to her attack.

"Marco!" Star shouted happily as he joined his friend on the battlefield. The two students stood back to back as the monsters watched them carefully, mouths dripping hideously with drool and foam.

"Star, what's going on? What happened to them?"

"They're here for the wand." Star replied, though that didn't answer Marco's question at all as to how her enemies had deformed into such disgusting creatures. Before he could get further clarification however there was a horrible laughing coming from back towards the school. Over the crowd of creatures Marco could make out the form of Ludo, who himself seemed to have been deformed into a hunch back like figure with a gleaming, wicked smile and pure black eyes. Next to him was Lobster Claws, a monster Marco had met in the past who had seemed fairly simple minded and innocent by all accounts. Today however he still was smiling but it was a face that was vacant of innocence, joy or even malice. As if he were just an empty shell of a creature.

Ludo snickered more and hit his skull-topped staff against the school's flag pole. Letting out a ringing sound to get everyone's attention. "So Princess, what do you say?" The little monster asked. "Why not just give us the wand and we'll leave? That's all we want."

"Never!" Star screamed in defiance, still holding her position ready for a fight and Marco doing the same along side her. Marco was uneasy though.

"Star? If it will stop this, maybe we should?" He knew the wand was dangerous if it was in the wrong hands, but after seeing all this destruction... after everything that had happened to his friends. "Star, Ferguson is-"

"I said 'never'." The princess replied, sounding colder and more serious than he'd ever heard Star speak before. "Marco I can't let him get this wand, no matter what. You know that."

"I'm just... not sure if we should..."

"You know I can't let them get this wand, no matter what." Star protested and Marco couldn't find the words to argue with her. The monsters were no longer attacking though, content with surrounding the pair at this time. For a moment he thought they could come up with a plan to escape with the sudden lull in the fighting. However opportunity came around the corner, and it wasn't one for them.

"Marco?" A girl's voice called out.

"Janna?" Marco called back as the girl in the green wool knit cap and jacket came into sight, heading straight for them. Upon seeing her friends she began to run their way.

"Marco! Star! Just stay there, okay? I'll come and save you." To Marco's horror she began to charge right for them.

"Janna, don't! Stay back, they're too dangerous." Marco tried to reason with her but the girl was set on coming near them. A terrible choice as it lead right past Ludo who saw his chance. With a motion of his staff the monster at his side extended its arm and pulled Janna back by the neck with one of the huge lobster claws by which it was named after. Janna struggled to get free but the tight pincers held her firmly in place, unable to move or speak. "Janna! NO!" Seeing his distress Ludo's wicked grin widened. The expression on Lobster Claws never changed, still a vacant and haunting smile with no emotion.

"How about this princess? You give us the wand, and we won't kill this girl. What do you say?" The small monster bargained, watching Star closely for her answer. However the princess did not waver.

"I will never give you this wand." Star replied to Marco's horror.

"Star for goodness sake, they're going to kill Janna! Just give them the wand!" He pleaded with her but Star didn't move a muscle. She didn't even blink, just staring down Ludo in challenge.

"I said 'never'." She repeated, leaving Marco unsure of what to do. Ludo laughed loudly at her.

"Really princess? 'Never'? Again? How many of these human brats do I have to kill in front of you before you'll give up?" That question shook Marco hard as he realized what Ludo was implying.

"Star... did he say... he killed other students in front of you?" Despite asking her the question Star didn't respond, still frozen in that same pose and ready to fight. Marco however was standing with his arms at his sides, unable to believe what he was hearing. "You'd let people die just to save that wand?" She didn't answer him, but another voice did.

"Shocking, isn't it?" Marco looked away from where Ludo was standing to the exit he'd come through earlier. The lizard man in the suit was here now but the other monsters didn't seem to notice him. As if he wasn't there at all to them. "She'd go to such lengths to protect that magic trinket. Even letting her friends die in front of her. Why do you think that is, Marco?" The boy didn't think about how the lizard man might have known his name. Instead too focused on what was happening before him.

"I got to... I've got to stop this." Marco said aloud to himself, taking a step forward. As soon as he acted though so did Ludo.

"Time's up." Ludo announced and Lobster Claws closed his pincers together, severing the resistance between them. Marco watched helplessly as his friend's head tumbled to the ground, followed shortly by her body. His mouth hung open but no words were able to escape him, not that it stopped Ludo from continuing. "Oh well, there goes another one. Not to worry, I'm sure we'll find lots more around here."

"J...Ja..." Marco couldn't even find a way to speak anymore, his mind unable to deal with this stress. Then he felt a hand rest on his shoulder, looking over to see the lizard man had somehow made his way past the crowd of monsters right next to Marco. Star didn't even look at him, everyone seeming to ignore his existence except Marco. The lizard man spoke and his voice was a soothing sound of reason where Marco was surrounded by pure madness.

"I know, I know. You've seen something terrible today. It's frightening and it doesn't look like it will stop. But it CAN stop. All you have to do is walk away."

"Walk...away?" Marco asked, unsure of what the lizard man was going on about.

"Do you know why she doesn't care, Marco? Why she let your friends die for her wand? For her own selfish reasons?" He let the question hang in the air but Marco didn't know the answer either. "Because she's not human. She looks human. Innocent and sweet and acts like your closest friend. But deep down you know the truth; she's not human. She's a monster. Just like them." Marco tried to argue with him but he couldn't come up with the words. It all made sense didn't it? She wasn't from Earth, she wasn't human. She'd let them all die before giving up that wand. "The correct thing to do is obvious." Yes, the correct thing to do was obvious. Turning his back on Star, Marco began to walk.

"Marco?" Star called out fearfully. "Marco where are you going?" He didn't stop, instead thinking about what happened to his friends and how this girl wasn't one of them. "Marco, please, come back. I can't do this without you." He was nearing the crowd of monsters now and they parted for him, moving aside so he could exit without any fuss. Before he could though a hand grabbed hold of his wrist. It wasn't tough and heavy like the lizard man. This one was soft and comforting, it made him want to squeeze it in return but he fought the urge. "Please... I can't without you. I need you." She sounded desperate, her voice shaking but Marco held strong. Another hand fell on his arm but he ignored it. Until a third hand gripped him and caused him to finally look back.

Where Star had been was now a transformed version of herself. Her body was purple all over, including her dress and hair. Her eyes glowed and took on a heart shape and from her sides sprouted three pairs of arms. She was like some sort of insect and human hybrid, a form she'd taken some time ago during her Mewberty metamorphosis. At that time while the form had reminded Marco that Star wasn't human like him he still loved her like his dear friend. But now after what had happened to Janna he could see her for what she really was... a monster, inside and out. With a quick tug Marco pulled himself free of all three of her arms and exited the closing in crowd of monsters around her.

"Marco! Marco please don't leave me! Please!" She shouted fearfully but he kept his back to her, trying to push out the terrible noises that followed. Sounds of a fight that was brutally one sided and a girl screaming for help as she was losing that battle. Marco's fist closed tightly into balls and he shut his eyes, only to snap them open again when the lizard man stood before him once more suddenly and spoke.

"You made the right decision. I know how hard that must have been but now it'll be all over soon. You're a hero, son."

"H-hero?" Nothing about this felt heroic. Nothing felt right.

"Of course. Heroics always involve a bit of messiness, but you can rationalizing anything if you put your mind to it." He was smiling now, amused at Marco's suffering. "Looks like they've finished up, shouldn't be long now. Take a look for yourself." Pulling out a cloth from his pocket, the lizard man bent down and picked up something in his hand. When Marco looked at what was presented to him he saw the lizard man was holding a detached purple arm in his grip.

"Star..."

"Now now, son. No regrets. After all you can't take it back." The lizard man laughed at him and suddenly began lightly slapping Marco with the detached arm. So shocked by these events the boy didn't know how to respond before finally pushing the hand away. Though that just made the lizard man insist on putting it in his face more. "What's the matter boy? Miss your friend? I'm sure I could gather up a few more parts of her to take home if you like? At least the fun bits." Something snapped in him and Marco began to swing his hands back in useless, powerless slaps. It did very little but amuse the monster. "Marco." The lizard man said and the boy kept fighting. "Marco!" The lizard man called his name again, the boy swinging with even more fury. "MARCO!"

A sudden gasp of air roused him from a deep sleep. As if his body had forgotten to breath and only now remembered to do so. His eyes shot open wide as he looked forward to see two blue eyes staring back into his own. Panting hard Marco looked around himself in the dark to try and understand what was happening. His wrists being held in a strong grip over his head by the person sitting near him.

"Marco, are you okay!?" Her voice spoke out and Marco's body began to relax, realizing who was with him.

"Star?"

"Oh good, you're awake." The blonde girl said and let his arms go. Once her grip was released the boy sat up in bed and looked around himself. He was in his bedroom and by the moonlight shining through his window he could tell it was the middle of the night. Instead of torn up clothing Marco was in his light blue pajamas and Star was wearing her dark blue night gown with a moon design on the front. Everything seemed normal.

"Star, what... what are you doing in my room?" Marco asked, trying to shake the cobwebs out of his head but still feeling groggy.

"I got up for some water and heard you making all sorts of noises in here. Were you having a nightmare?" His breathing was becoming normal again and Marco nodded to her in reply. She gave him a moment to collect himself before speaking again. "Did you want to talk about it?"

"I... I think I'm okay." Marco said, even if he felt that he wasn't okay at all right now.

"Are you sure? You sounded really upset."

"Yeah, you don't have to worry about it. It wasn't that bad."

"You tried to punch me when I tried to wake you up." Star explained, still not convinced that he was okay at all. Finding it difficult to argue with that evidence Marco finally confessed.

"It's just it was... okay I lied before, it was bad." Marco finally admitted. Star seeing he was ready to talk climbed up on the opposite end of Marco's bed so she could converse while look forward.

"How bad?"

"Real bad. Like people getting hurt, friends getting hurt. Not just that either, I did something to you." Marco confessed to her. "Something bad. Something that got you hurt. I did it and it wasn't an accident and then you-"

"Marco." Star said as she put a hand on his, bringing his eyes to face forward again. "It's okay, alright? Nothing bad is happening anymore."

"But, you don't know what I did." Marco explained and Star shook her head.

"It doesn't matter. All that matters is that right now we're okay. Okay?"

"...okay." Marco agreed, even if he didn't feel too comfortable with having to just forget all about it.

"Good, now let's go back to bed, it's late."

"Sure." It was pretty late in the night to be talking about silly nightmares, especially when they had school the next day. Conceding to her point Marco let himself lay back down and fall against the pillow. He was getting ready to go to sleep again when he felt another body fall against the mattress next to him. Looking to his side Marco saw two blue eyes staring back at him once more, a bright smile underneath. "Star?"

"Yes?" She asked cheerfully.

"What are you doing?"

"Sleeping in your bed."

"Why would you do that?" Marco asked, really uncomfortable all of a sudden to have a girl laying this close to him.

"Because you had a bad dream and you need someone to help keep them away."

"I really don't think this is a good idea." Marco responded, but that didn't stop Star from pulling up the blankets and getting under them next to him.

"Don't worry, I can keep you safe from monsters and from nightmares!" Star assured him, though it wasn't his safety that he was concerned with. Letting out a sigh of defeat Marco rolled onto his side facing away from her.

"Fine, but don't get mad at me if it's cramped in here."

"I'll be juuuust fine." Star assured him and Marco tried to ignore anything she might have teasingly been suggesting with that statement. Though having her near by was relaxing and soon Marco was able to begin to rest again despite having an unexpected sleep partner. His mind felt like it was drifting off again, heading back into the world of dreams before he felt a shifting behind him. Then a body press up against his own.

"Star?" Marco asked but she didn't respond, possibly asleep already. An arm came around his body and held onto him like a teddy bear with a strong grip. The sensation made him a little uncomfortable, despite having been hugged by the princess on multiple occasions. Though something about this felt a lot more intimate. "Star, are you awake?" Nothing. Not a single response. She must have been asleep and just cuddled against him on her own. If he woke her up she'd probably think he had another nightmare or get upset by being asked not to get close to him. So for the night he'd grit his teeth and bear it and just ignore any other urges this embrace was bringing to mind.

It seemed like he'd be able to get through this, until he felt Star's other arm come around him. From the same side as the first. Then a third arm. By the time he realized something was wrong she had finally spoken up. "Marcoooo."

"Star?" Marco asked hesitantly and rolled back around to see two glowing, heart shaped eyes staring back. Even in the dark he could see her skin had changed from her natural light tone into a magical purple. Her hair pulled up into two antenna like buns. Realizing something was very wrong Marco tried to exit the bed but was pulled back in by three strong grips on his body. "Star! What the heck happened!?"

"Marco." Star spoke, her voice distant and haunting. "Booooooy." Her other pair of arms wrapped around him from underneath, Star pulling him into a hugging embrace and nuzzling the back of his head with her cheek.

Marco didn't have any idea what to do with this situation. Previously when Star had changed like this she had eventually tired herself out and returned to normal from chasing so many boys. However it happened this time though it looked like Marco was her only object of attention. "Gotta figure out why this happened. Gotta change her back before-" Marco was forcefully pulled down onto the mattress on his back, Star moving over top of him. Two large moth like wings had sprung from her back and the fluttered behind her as she kept him held against the bed.

"Marcoooo." Star said hungrily, a huge smile on her purple face.

"Star, listen to me. I know you're in there somewhere, so I need you to calm down and go back to your room before you make a big mistake." The insect like girl's face changed from a smile to a confused look as if she was trying to comprehend what it was her friend was telling her. Marco took that as a good sign. "Star, listen; you need to go back to your-" His words were cut off as the princess grabbed a hold of his wrists with her top set of hands and held them down against the bed. Her smile returned as she used her middle set of arms to grab the button clasps on Marco's pajamas and pulled them apart to reveal his bare chest.

"Boy!" Star said excitedly and Marco began to wrestle against her.

"Whoa, Star, no! No that's very bad!" Rather than listen, Star held his arms up over his head and used a sticky magical webbing from her palms to glue his hands to the headboard of the bed. "Hey! This is completely the opposite of what you should be doing right now." Star giggled at him, almost as if she understood what was going on but didn't care. Soon after the two bottom sets of her hands were working at pulling his pants away while Star straddled Marco's stomach. "Now that's totally not okay in the least!"

His yelling did little to stop her as she easily pulled his pajama bottoms and boxers away, tossing them onto the floor swiftly after. Marco gulped and tried not to think about what was going on, though it was hard to hide what she'd just revealed after Star had made him excited just by laying in bed next to him. Sensing his excitement Star grabbed a hold of her night gown with all six of her hands and tore it off entirely, tossing the scraps of cloth to the ground that were left. She wasn't wearing underwear. Had she ever worn underwear to bed? It was something Marco hadn't ever thought of until just this moment. The purple girl straddling him doing little to ease his excitement as she was just as good looking naked despite the extra additions her body had grown with the transformation.

"Wow..." Marco said, amazed at the sight before him. Star seemed to understand he was impressed and leaned down to meet him. Her top two pair of hands held his head on either side of his face and kissed him gently. It was his first kiss from a girl ever and even if it was from his sex-crazed monster-transformed best friend it didn't make it feel any less amazing. Her middle set of arms rested on his chest, her back set of hands reaching behind her to find something long and excited. Star broke the kiss and smiled down at him.

"Marco." She said in that odd but alluring voice, her body getting to work on him as she sat up. Her bottom set of hands kept them entertained as her left hand held his cock and guided it to rest against her wiggling ass. The soft rubbing made Marco more excited as he watched her massage her breasts with her middle set of hands and pose with the top pair of hands clasped behind her head. It was an erotic display that Marco would never have thought Star could do in a hundred years. But now here in his own bed she was making him more and more aroused.

"S-Star... I can't.." The pressure of her body rubbing against him was becoming more than he could deal with. Understanding what he was saying Star stopped and released her hand's grip from around his cock. Instead she used her arms now to balance herself as she raised her hips over him, guiding his cock with one hand and spreading her pussy open with the other. She looked to him for acceptance and Marco couldn't resist any longer, nodding his head eagerly. Happy to see him grateful for her gift the princess lowered herself onto Marco's body and let him enter her.

It was warm and comforting and felt like such relief. Star's body was eagerly taking Marco's cock with every thrust downward she made with her hips. Leaning forward the princess kissed him again, her top pair of hands sliding up Marco's bound arms to grip onto his hands. Their fingers laced together and Marco squeezed them back affectionately. The gesture encouraged Star as her hips bounced on his lap, her right bottom hand reaching behind them both to massage Marco's balls in a soft hold. The whole thing was all too much for Marco as he moaned into her kiss and thrust upward, cumming inside of her body. She didn't pull away, pushing down into him and drawing every drop out of him.

When he was finished their kiss parted and Marco laid his head against the pillow, gasping hard for air after the demanding physical exercise. Star sat up from where she was positioned on Marco, his cock still inside of her. Her middle and bottom set of hands rested on his stomach and she shyly held her face in her top set of hands, looking a little embarrassed at what they'd just done. Despite the transformation Marco couldn't see her as anything but the beautiful girl he'd always known her as. Then she finally spoke. Clear as day and with full intent and purpose. "I love you, Marco."

"I... I love you too, Star." She smiled down at him with warmth and love in her expression. It made him feel at peace. Until the smile left.

Star's body froze, her hands dropped down to her sides limply. All of them. She stared forward at Marco with an expression of confusion and fear. Marco didn't understand at first why she looked how she did, but it soon became apparent as a shadowed figure rose up from behind her and stood tall at the foot of the bed. It was the lizard man from his dream, and he was staring down at Star with an expression of disgust.

"It appears you have an pest infestation. Would you call this a bed bug?" The lizard man asked, Star still motionless before him. "Don't worry, I can help exterminate the problem."

"Don't." Marco said, it was the only thing he could get himself to utter. His hands were still bound to the bed by Star's earlier magical webbing, completely helpless. There was a sick sound of flesh being torn and something wet being pierced. "Don't." Despite his pleas all he could do was watch as the lizard man grinned horribly with his sharp rows of teeth and pulled his hand away from where it had bee at Star's back. A disgusting noise following along as Star's body shed the insect like form that was on her body in heart shaped petals. When it was over she was just the same blonde girl he'd known and loved, but so much more pale.

"Marco." Star said before the lizard man's hand rose up to grip the side of her head and violent tossed her body off of Marco and onto the floor in a bloody heap.

"STAR! Star, no! No! Get up!" She didn't respond, she didn't move at all. "Star! Star oh no not this please not this!"

"Quit your shouting, would you? I trying to enjoy my meal." Marco looked up to see the crocodile man holding a bloody mass of meat in his hands that Marco could only assume was Star's heart. He opened his jaws and swallowed it whole, Marco feeling as if his own life dropped into his stomach along with his friend's. Just like that, she was gone.

"Star... no." He didn't know what to do. How to deal with any of this, still laying on his bed naked and helpless. The lizard man however made his way around the bed to sit down next to Marco. Right where Star had sat earlier.

"Now now, there's no need to cry. You'll see her very soon. Besides, this was all for you, you know?"

"For... for me? Why would-" The lizard man held up his blood stained hand to stop Marco from continuing.

"Let's just sum up shall we? I need to keep to my schedule after all. Now as you've seen I took the time to show you what your little princess truly is. Her at her worst in your eyes, her at her best in your eyes, but most importantly her as the monster she is. The same kind of creature she claims to hate." None of this made any sense to Marco but the crocodile man carried on. "Of course for this portion I could have had anyone do it. Any monster at all could easily rip out a girls heart when needed. But since I took so much care in punishing her on my own when I had the chance..." The crocodile man said as he thumbed over at Star who was still laying in a pile on the carpet that was now staining with blood. "I felt you deserved a few personal touches as well. Fair is fair after all."

"I don't know what you're talking about." Marco said through tears that were flowing from his eyes now. He wanted to go to Star so badly, he wanted to save her somehow. Even if she'd been a six armed monster girl just moments ago he didn't care he just wanted her to be okay. "Let me go just let me go I have to go."

"Indeed you do, but I don't think it's the route you're considering." The crocodile man said as he raise his hand over the boy.

"No." Marco protested weakly as the lizard man's clawed finger rested on Marco's bare chest, just above his heart.

"I know this is all rather embarrassing but when I tell people how you died, if I bother to tell people how you died that is. Then I'll be sure to let them know it was something more dignified than tied to a bed with your dead lover's blood still on your legs."

"No, stop!" He felt the nail pierce his skin, push into his flesh. Reaching for his heart. "STOP!"

A sudden gasp of air roused him from a deep sleep. As if his body had forgotten to breath and only now remembered to do so. The shock caused him to roll over onto his side from his back, filling his lungs with air through wheezing coughs. With much effort he rolled to his stomach and lifted his body with his arms, his breath starting to come back to him normally. His body ached from the haggard breathing and his heart felt like it was pounding. Once he'd slowed down an opportunity was taken to look around him and soak in just where he was.

His bedroom. Day light broke through his open window, filling the room with warmth and clarity. Marco's alarm was set to go off in two minutes and the boy reached over to turn it off before collapsing back onto the bed.

It had all been a dream.

He hadn't experienced a nightmare like that in a long time. Dreams were almost never that vivid for Marco, assuming he could remember them at all in the morning. Even now after this one the memories of it were starting to fade. But he could still feel the emotions that had been tied to them; fear, horror, disgust, even lust. Last night had been some kind of wild ride and somewhere in there he remembered he did something terrible to Star and they'd also done something wonderful together. In both situations she had appeared much less than human. It was a lot to process.

Looking at what time it was Marco knew that despite the shuddering and breath taking dreams he had to get ready for school. Star was probably already in and out of the shower by now so he was sure it was open for himself. Getting out of bed slowly, Marco groggily stretched and made his way to his bedroom door. Soon as it opened he was greeted with a friendly face and a cheerful voice.

"Gooood moooorning Marcoooo!" The blonde princess sang out to him as he stepped into the hall. "Ready for another bright and beautiful day? I brought you a towel right out of the dryer that your mom gave me." Star said as she loaded a folded towel into Marco's surprised arms. "And I got you your soap and your rubber ducky. Can't have a shower without a shower buddy." Star said as she squeaked the toy duck at Marco's face.

"Heh, thanks Star. Good morning too." Even though he greeted her Star's smile dropped like a rock when she actually looked at him.

"Marco, are you okay?"

"Yeah, I'm fine. Why?"

"Your face, you don't look okay." Was it that obvious? He couldn't tell himself.

"I'm okay I just... I had a nightmare is all." Star watched him seriously now and when Marco tried to look away from her gaze she moved to follow it and force eye contact.

"What kind of nightmare?"

"Nothing at all, it was just silly stuff. It's not real or anything I just... dreamed of something awful."

"What kind of awful things were they?"

"Star, is this really that important?" Marco asked, getting annoyed that she wouldn't let him pass and kept bringing this up. Though he stopped short when she reached up to wipe at his cheeks and show him the fresh tears on his face.

"It's important to me if it made you feel this way. Are you sure you don't want to talk about it?" He didn't really, but after she saw him like this he knew she wasn't going to just let him off the hook without some kind of explanation today.

"I don't really remember it. Just that things happened to people. Like... some people died. In front of me."

"People you knew?" Marco nodded, at her question. "Your friends?" Another nod to answer her. With that Star watched him closely before asking a question that was gnawing at her. "Did I die?" She asked and Marco nodded a third time. "How?"

"I don't remember but... it was my fault. Somehow. You asked me for help and I just... ignored you." He knew that much. He remembered her having turned into that monster Mewberty body. That he'd done something to cause her to die... not just die but die screaming, begging for his help. Then something else about the two of them together. Something more passionate mixed in with those scary feelings that he didn't deserve after the last dream. But he wasn't about to confess the naughty parts to her. "It's just dumb stuff is all."

"Come here." Star took the towel and soap out of his hands and set them on the floor in the hallway. She pulled him into a tight hug that wrapped her arms underneath his body, gripping him close. "I'm okay."

"Star, I know that." She didn't let go though.

"I'm okay, okay? And you'd never do anything to let me not be. Cause you're my best friend."

"I... I know that." Marco replied, embarrassed she was going this far out of her way to make him feel better.

"Well then hug me back you big goof!" The princess exclaimed and Marco did as she requested, hugging her in return. "See, feeling better?"

"Yeah, yeah. Feeling a lot better." Somehow this did seem to do the trick. It was the most accurate thing of all that he'd dreamed of last night. No matter what Star was always there to make things okay for him. Star was giggling happily that her tactic had worked so thoroughly, pleased to make Marco smile. Though she stopped when she felt something poking against her thigh.

"...well, I can tell that you're sure feeling a LOT better now." Star teased and Marco suddenly realized his erection was poking Star in the leg. Marco broke the hug and quickly snatched up the towel off the floor, covering the front of his pajama bottoms with it.

"I didn't mean it like that!"

"Oh really? Another part of you says otherwise."

"Oh my God, can I please just go to the bathroom now?" Marco begged, wanting nothing more than to escape this. Even if he had been enjoying the hugs just seconds ago.

"So is that a magic staff in your pocket or you just happy to see me?"

"Star! C'mon, it's just... y'know, morning wood. There's nothing more to it than that. Just let me pass, you hate wood anyway."

"I'll make exceptions for certain kinds of wood."

"This is another nightmare I'm in, right? I'm going to wake up any minute now." Marco complained as he walked past a very amused Star.

"Hey, are you sure it was just nightmares you were having, Marco? What other kinds of dreams did I appear in with you?"

"I am not answering that!" Marco shouted as he tried to escape to the shower.

"Wait, you forgot your soap! Do you need me to scrub your back?"

"Why haven't I woken up from this nightmare yet!?"

After some time and a lot more dangerously flirty teasing, Star finally showed Marco some mercy and let him have the bathroom to himself. When the boy was out of the shower and into his normal clothes he gathered his things for the day and loaded them into his backpack. Before leaving his room however Marco stopped to close the window and ponder something. "Weird... I don't normally leave my window open at night." Did he do it last night at some point before bed? He couldn't recall for the life of him. Maybe that was why he'd had all of those strange dreams, something outside his room was influencing them. It was fine though, he'd just be sure to close and lock it in the future.

As he walked away though Marco failed to noticed the impressions in the carpet of his room nearby his bed. The imprints matched the soles of a pair of dress shoes. Impressions deep enough to suggest someone had been in those shoes, standing near his bed and watching him throughout his frightening nightmares.