Sickly yellow eyes glowed dimly up at her. Blood and saliva dripped from two-inch fangs that were twisted up into a horrific and demonic smile. The bright green skin of the face was still warm to the touch. She continued to stare down at it as it rested in her hands. She wasn't really sure what she felt right now. It was a strange combination of anger, fear, disgust, repulsion, attraction, kinship, sadness, pity, and... love? She shook her head, unable to understand her feelings for this evil Mask or why was even trying to figure it out at all.

"Carly Beth?" a gentle voice interrupted her thoughts and she turned around. An air of sadness surrounded her like a mourner's shroud.

"Hey, Sabrina," Carly Beth greeted the other girl. Her voice was so soft and delicate.

"Are you ok?" Sabrina took a step closer to Carly Beth. The two were standing outside of the Halloween shop where Carly Beth had first found this horrible Haunted Mask about three years ago now.

"Yeah, I'm fine," Carly Beth replied. It was a blatant lie, and even the Mask seemed to know it, its yellow eyes flashing once as though to laugh at the power it still held over Carly Beth after all this time.

"Are you really sure this guy is gonna take the mask back?" Sabrina asked, cocking her head towards the store door. She tried not to call Carly Beth out on her lie. The poor girl was suffering enough without Sabrina trying to pry more information out of her.

"I don't know," Carly Beth replied, but she had begun walking again, moving towards the door, and Sabrina followed obediently after her.

Because it was nowhere near Halloween time, the store was closed, but Carly Beth still had a way in. She knew this place's secrets. She knew that it was no ordinary costume shop. It also doubled as a lab and a containment area for other masks just like the one she had with her now. Because an entire hoard of these masks lived within the shop, the owner was still forced to visit the place every single day, even when it was closed. He had to make sure that the other masks were still safely locked away inside. Carly Beth had been spying on him for a while now and she had his daily schedule memorized. She knew that, according to her watch, he should be arriving at any moment now...

Just like clockwork, a mere two minutes after Carly Beth and Sabrina had arrived at this little shop on the edge of town, a small black car pulled up around the back of the store.

"There he is!" Carly Beth spoke softly, but her voice was full of determination. With the Haunted Mask clutched tightly in her hands, she jogged towards the car and Sabrina had no choice but to run after her, not even bothering to ask why Carly Beth knew what this man's car looked like.

"Hey! You!" Carly Beth snapped boldly the moment the shopkeeper had exited his car. He jumped in surprise, whipping around with wild eyes, but Carly Beth was no longer afraid of him. She only held the Haunted Mask out at arm's length, holding it out to him.

"You!" the shopkeeper's eyes widened in horrified understanding. "No, no, no. NO! Not you! You know you cannot return that wretched thing! So get out of here! Now! Go!" he went from horrified to angry and he tried to draw himself up to full height in order to scare the girls off, but Carly Beth remained undeterred. She only drew closer and closer, Haunted Mask still held out towards him. He backed up and began to mutter and moan fearfully, seeing that simple words would not stop Carly Beth this time. Carly Beth smiled grimly. She was winning this round.

At last, the two were mere inches apart.

"What do you want, little girl?" the shopkeeper tried to speak in a calm, low and even tone, but Carly Beth wasn't fooled. She knew he was scared.

"You see this Mask?!" she demanded. The man nodded, trying to keep a straight face as she waved it at him. "Well. I want to buy all of the other ones too," she insisted. The mad had tried to keep a straight face, but it didn't work. Not after a statement like that. Behind Carly Beth, Sabrina gave a cry of disbelief. Carly Beth ignored her, however, and continued to hold the shopkeeper's gaze evenly.

"You heard me," she said, voice deadly calm and quiet. She continued to hold the Haunted Mask out to him. "I want to buy all of the others."

It had taken a good 10 minutes, but Carly Beth was finally able to calm the shopkeeper and Sabrina down long enough to explain her plan. The trio now stood in a circle in that backroom, the Haunted Mask still in Carly Beth's hand, and all of its twisted family leering at them from the shelves encircling the room. It took all of Sabrina's willpower not to cry, scream or puke as she tried hard not to stare at any of the masks too long or too hard. She was already certain that a few of them had winked or moved their lips at her and she was willing to bet that some of them were laughing at her. Or at least, the ones that weren't planning on killing her were.

Sabrina gulped audibly. Was it too late to go home? She could only stare despairingly at Carly Beth. Honestly, what had gotten into this girl? Was the Haunted Mask possessing her again? Why on Earth had she decided to come back to this horrible place and why on Earth was she trying to buy more of these monstrous things? Sabrina wanted desperately for her old friend to come back to her. It was why she'd come out here with the girl in the first place! But it seemed that, with every passing day, Carly Beth changed a little bit more and grew farther and farther away from Sabrina. It broke her heart, when it didn't terrify her to death. Now, to watch Carly Beth speaking so calmly while surrounded by the faces of literal demons, was enough to make Sabrina wonder if her own sanity wasn't slipping too.

"Don't worry," Carly Beth finally addressed Sabrina, something akin to genuine pity in her voice for the first time in a long time. "I promise you that it will all be over soon," then she turned back to the shopkeeper and made him the same promise. He looked absolutely disbelieving, but the moment she uttered her next four words, his look began to change... "I have a plan..."

"Are you 100% sure that this will work?" Sabrina whimpered several minutes later after Carly Beth finished her proposal.

"Not at all," Carly Beth replied calmly. "But we have to try. For the sake of every single person in this room, Masks included, we have to try..." then, with a determination so unlike what she used to have, Carly Beth pulled on the Haunted Mask once more.

Sabrina and the shopkeeper both watched with bated breath as Carly Beth stood entirely still, hardly even seeming to breathe as she allowed, and even invited, the original mask to take hold of her. Suddenly, then, Carly Beth lurched forward, snarling and screeching. Her head swung back and forth and already, foam was dripping from her massive fangs. The yellow eyes seemed to burn with an inhuman anger.

"Now?!" Sabrina cried. Carly Beth turned on her and Sabrina yelped, recoiling even though Carly Beth had made no move to harm her yet.

"Now!" the shopkeeper agreed. Then Carly Beth turned on him and took one single step forward, threateningly lowering her head and raising her shoulders as though she were about to pounce upon him and tear him to pieces with the jagged rows of teeth her mouth now possessed. Sabrina nodded back at the shopkeeper and quickly reached out to Carly Beth.

"Carly Beth!" she cried. Carly Beth swung her misshapen green head back over to Sabrina and snarled a little. Sabrina swallowed down her fear and gently began to talk Carly Beth down. She reached her other arm out to Carly Beth and lowered her head in a submissive posture. She whispered gently to her masked friend, arms still out as she took slow and careful steps towards the smaller girl.

"Hey, hey, hey there, Carly Beth... It's ok, it's ok. It's me. It's Sabrina Mason. Your best friend?" she continued to croon, carefully talking her best friend down. But the moment she took another step towards the smaller girl, it sent Carly Beth into another rage and she snarled. Sabrina kept her calm this time, however, and did not shriek or recoil. Instead, she only took one deep breath in before she continued to try and talk to Carly Beth. Although she was scared, she reminded herself that underneath the hideous face was her kind, strong, brave, beautiful best friend.

"Come on, Carly Beth, it's ok, it's ok. There's no need to be afraid. No one's gonna hurt you. I promise. It's ok, I'm here now..."

"No," Carly Beth managed to gargle. Sabrina took that as a good sign and stepped forward once again, Carly Beth, however, took a step back. "No!" she gargled, this time a bit more insistent.

"What is it, Carly Beth? What's the matter, girl?" Sabrina felt her heart jump when Carly Beth took that step backwards, but she continued to keep her focus. "What's the matter, Carly Beth? Huh? What's the matter? You know you can tell me. You know you can talk to me. You can always talk to me! I'm your best friend, Sabrina Mason! You can tell me anything, Carly Beth."

"Use. His. Name," Carly Beth answered, strained. Her voice was raspy, like it was coming from the back of her throat.

"His name?" Sabrina faltered once, and Carly Beth was gone. She roared and lunged forward. Finally, Sabrina jumped back with a cry of fear. The shopkeeper, however, finally seemed to understand what was going on. He reached out fearlessly and caught Carly Beth around her waist. It was a very risky move, but he was no longer afraid. Even when Carly Beth turned on him, twisting and writhing with anger that he had stopped her from even touching Sabrina, he met her glowing eyes boldly.

"Enough, Victor. Enough!" he muttered. Carly Beth began to convulse as though she were having a seizure, but she no longer appeared hostile.

"What's going on? What happened to her? What are you doing to her?" Sabrina was shaking violently, but concern for Carly Beth shone through and she took a cautious step over to her best friend who was still shaking and twitching. The shopkeeper ignored her, however, and continued to address Carly Beth in the same tone Sabrina had, though he kept using the name "Victor" instead.

"Enough, Victor, enough," the shopkeeper continued to mutter, caressing Carly Beth's back and head awkwardly. He carefully lowered the girl to the floor and Sabrina knelt gently beside her.

"Carly Beth?" she asked, reaching out to touch the girl. Carly Beth whipped around so fast in response to hearing her name that Sabrina heard something pop in her neck.

"Victor," the shopkeeper replied calmly, still running his hands down Carly Beth's back.

"Victor," Sabrina repeated, then it dawned on her. "Victor. Victor!" new understanding filled her dark eyes as she finally looked dead into Carly Beth's, but this time, she was not seeing her best friend. She was seeing an entirely new person. She was seeing the Mask. She was seeing Victor.

"Victor. That's a lovely name," she muttered. Carly Beth growled a little, but made no move to attack.

"No really!" Sabrina promised. "It sounds very refined!" another growl, though it almost sounded agreeable instead of angry.

"Of course it was refined," the shopkeeper whispered. "I intentionally chose the names of royalty for all my masks!" he almost sounded proud, but one harsh hiss from Carly Beth silenced him. Sabrina was starting to understand, though, and she began to address Victor again.

"He gave you a beautiful name, didn't he?" she asked. "But then, the moment you changed, he stopped..." Sabrina looked into the shopkeepers eyes. "You called them Unloved, didn't you?" she asked him. Carly Beth snarled a little in response and Victor's eyes bored into the shopkeeper's.

"I did," he admitted, lowering his eyes. Carly Beth began to move. Sabrina jumped back a little, but the shopkeeper only sighed and looked back into Victor's glowing yellow eyes. "I did," he repeated. "I gave you a name befitting of royalty. But then I ruined you. I abandoned you. And then I hid you. I locked you away from the world. My creation, you became my mistake, and you lost your name when you lost your beauty..." the shopkeeper sounded genuinely remorseful.

"Hate. Hate. Hate," the Mask, Victor, rasped through Carly Beth.

"No, not hate. Never hate," the shopkeeper whispered. "For you were still my creation! No matter what happened, you were still mine! I hid you, and I was frightened by you, but I could not destroy you. I had to keep you alive, Victor. I had to! All of you! I did not hate you. Not any of you. I was afraid, yes, but I never hated you. I locked you away for your own safety. My creations, my children..." the shopkeeper looked away from Victor's glowing yellow eyes in order to scan the eyes of every other Mask in the room. Sabrina looked up too and was appalled to see that every single eye was glowing with interest. Even though the masks were all still motionless on their shelves, Sabrina could feel emotion radiating off of all of them and while some of them seemed to be smirking in amusement, others seemed even angrier than before.

Sabrina trembled a little before turning back to Carly Beth. She was dimly aware of the shopkeeper still speaking, but the only word she really picked up on was a name. Victor's name. Over and over again, the shopkeeper used the Mask's name. It was his way of trying to return humanity to the Masks. Then Sabrina heard him apologize. He promised that he would never hide them away again. And he promised that if they would be good and try to heal, then so would he. He would try to be good, and amend his mistakes. He would help them all and set them free. And so would Sabrina and Carly Beth. They would all work together to mend the wounds of the past and make strides towards a better and brighter future until there was nothing left to fear or hate. And the shopkeeper continued to promise that none of his actions were ever done out of hatred, only fear, and fear could so easily spawn from love...

Suddenly, then, Carly Beth began to move again, but in a very fluid, slow and gentle motion. The shopkeeper sat up straight, no longer kneeling directly over Carly Beth to cradle her. Sabrina mirrored the movement, sitting back as Carly Beth sat up slowly. She swiveled her head slowly, piercing every eye in the room, Mask and human alike, then her hands slowly reached up.

"It worked," she whispered, and the voice was entirely her own, then she slipped the mask off with perfect ease. Victor's eyes glittered and his mouth twisted slightly, though none of them could tell he if he was grinning or snarling. But maybe it was a little bit of both.

Over the next few months, Carly Beth, Sabrina and the shopkeeper (who had since revealed that his name was Colin Fox) continued to meet up at that little Halloween store every day. Every single day, at the same time and same place, the trio would get together and go to the back. Sometimes, they would try on masks. Other times, they would just talk to them. Perhaps it seemed strange, an old man and two teenage girls, sitting in the back of a store and talking to the horrific masks on the walls, but to them, it was entirely normal, because they knew that these things weren't just masks. They were faces. And a face implied humanity. A human was not as easy to deal with as a mask or a costume. A human was a living, sentient being with feelings, fears, thoughts and dreams. It was a mistake to ever treat these creations as anything less than what they were, as Colin was finally beginning to understand.

Together, the three were trying to restore the masks' lost humanity. They were performing a very strange type of therapy, addressing the masks as faces in hopes that it would help the masks to recover from their trauma and return back into the beautiful faces they used to be. By using names and speaking with love and respect, the trio was slowly but surely winning over the masks' trust, and it was all thanks to Carly Beth realizing the implications behind the fact that a mask could be defeated with a symbol of love. She'd come to see that all that the masks needed were love. But not just any love. They needed love directed at them, not just their host. They needed to be treated like humans in order to behave like humans.

Once Carly Beth had that figured out, she was able to start rescuing the masks from themselves. She began to treat them with compassion and understanding, encouraging her two companions to do the same. It had even been why she brought Sabrina along at all during that test run with the original Haunted Mask, Victor. Carly Beth loved Sabrina, and she knew Sabrina loved her. If her theory had failed, Sabrina would've still been able to pry Victor off of her and keep her calm because Sabrina was Carly Beth's symbol of love. But that had not been necessary, Victor willingly letting go of Carly Beth after Colin apologized and promised that both he and Carly Beth would return.

With the help of these two strange and mysterious, yet very devoted and selfless young women, Colin was finally able to see that his mistake was not in creating these masks, these faces, it was in mistreating them. His true mistake was not loving them, and not loving himself. As cheesy and cliché as it sounded, Colin's true mistake was the way he treated his creations. He had been like an abusive parent to them, so was it any surprise at all that they had grown twisted and evil?

These girls weren't just helping him realize that mistake, however. They were also teaching him that it was fixable, and violence was not the only way to do it. On the contrary, both of them were teaching him that there was another way to defeat the masks, and this way, though long and hard, would be far better than the senseless path of anger and attack that all of them had tried before. This new method was far gentler and more humanizing. It was a therapy, of sorts. All it involved was treating these masks as humans instead of monsters. All it required was a symbol of love.

"My dear Helena," he muttered to one of the masks on the wall. It had a lumpy green forehead and long, stringy yellow hair that dipped down over two eyes, one red and one black.

"I am so, so sorry," he reached out to touch the mask and even though it twisted under his fingers, it made no attempt to harm him. Just a few inches away, Carly Beth smiled up at Helena upon her shelf and nodded politely, conveying an endless amount of words in that one simple look. Helena sneered down at her, but it was not nearly as hostile as usual.

Day after day, the trio would visit the masks and talk to them, treating them as equals and sharing stories and jokes with them like, they were all old friends. Day after day, the trio would call each and every mask by name and help write its story so that it was no longer a pound of flesh sitting forgotten on the back of a shelf and left to rot.

Sabrina had befriended Alice and Alfred and realized that they were actually quite full of personality, despite the fact that they were literally only a pair of twin faces sitting on a shelf. She was helping humanize and bring them to life, just like they'd always wanted. She was giving them history and personality and making them real.

Alice was half bald, lice swarming across her scalp and in and out of a mouth missing half of its teeth and all of its tongue. She was a lot more aggressive than her brother, and it had taken all three of them daring to wear her several times over in order for her to quiet down. She was very loud and hotheaded. Alfred, however, became friendly a lot quicker. He was a much shyer, sillier personality than his sister. He was also missing several teeth, but he still had his tongue and hair, though there were worms in his tongue and his hair was a literal rat's nest.

Sabrina had worn them both, trying not to let her repulsion show as she pulled their warm, wet skin over her own. She was smothered by their scents of decay, sickly sweet and bitterly sour all at once, and she could feel anger and twitchiness sweeping over her entire being, but she allowed it to happen. In time, the disgustingness of it all became more and more bearable until wearing them was like coming home. It was like seeing old friends, and Sabrina began to see the masks as faces and the anger she felt while wearing them began to fade.

Colin had worn several masks as well. Along with Victor, Helena, and the two Sabrina were fond of, Colin had also worn Leopold, Arthur, Edward, Louise and Beatrice. Interestingly enough, although the masks seemed to be the angriest at him, they always came off of him the easiest.

"Is it because you're the creator?" Sabrina guessed, hand to her chest as she tried to recover from her latest mask. It had nearly refused to come off of her and it had only been through Carly Beth's intervention that Sabrina managed to stay calm enough to talk the mask off of her. It was a strange role-reversal, Sabrina having been Carly Beth's protector up until this time.

"No," Carly Beth answered for Colin. "It was because of his symbol of love."

"His symbol of love?" Sabrina echoed, and even Colin looked confused, though he said nothing.

"Yes," Carly Beth nodded. "As you know, it is the only way to remove a Mask."

"But it wasn't permanent!" Sabrina argued, thinking about how long the Haunted Mask had haunted Carly Beth even after the first time she beat it.

"That was because we only ever looked for symbols of love for ourselves, and never them," Carly Beth explained. "Every time before this time, whenever we tried to find a symbol of love, it was either for or from ourselves and we never once thought about the masks themselves!"

"But they didn't need love!" Sabrina argued. Carly Beth clucked her tongue disapprovingly.

"Come on, Sabrina, we've already established that these things are human. Maybe they don't look it, but they still need love just as much as we do. We were wrong to mistreat them. Don't make that same mistake by thinking that just because they look so horrible that they are any less human!"

"But how does that explain how it came off Colin?" Sabrina repeated. "After all, if this therapy that you have created is, indeed, an act of love for these masks, how come he always gets them off so much faster?"

"I think he can answer that for you," Carly Beth replied, smiling a little, and Colin finally agreed as he began to understand...

"I told you, Ms. Mason, that I love these masks," he began. Sabrina nodded, albeit with a guarded expression. "I was not lying when I said this. Do you not remember the very first mask we ever tested? Victor?" Sabrina nodded again. "Well, did you not notice that when he finally released hold of your friend, of Carly Beth, it was because I promised that I had loved him?"

"But you only said you did. How could he know that you were telling the truth?" Sabrina asked.

"Oh believe me, these masks were designed to be things of beauty, and even though they have fallen very short of that goal, they still retain their knowledge of what true beauty is. They still understand love, and they do not flee before it, it breaks them. Love does not scare them away, it softens them, just as it softens all humans when applied correctly and genuinely..." Colin paused to smile up at Victor, who was back on his shelf today. "Victor knew I was telling the truth when I said that I loved him and all of his family. It was the only reason he let Carly Beth go. Because he knew I'd honor my vow to come back and set things right with them."

"But wait. If all Victor needed was to know that you really did love him, why did he not figure this out sooner?" asked Sabrina.

"Because love is still a very tricky thing," Colin smiled bitterly. "I never acknowledged my masks, except to make sure that none of them had gone missing. Perhaps I did love my masks, but as Carly Beth so astutely pointed out, I did a terrible job of showing it. It is one thing to love a person, but an entirely different thing to show it. I knew I loved my masks, but they didn't. They thought I hated them, and the hatred was what turned them so evil. They became twisted because of me and my neglect of them. But now they know better. Through our symbol of love, our commitment to them and our attempt to restore their humanity, they are learning to let us go easier. They trust us to come back and give them the life they so desperately crave and deserve. They no longer need to use force to get what they want, because we provide it freely. An act of true love. And the only reason they let me go the fastest is because they know my love for them is genuine and that I will come back for them," he finished.

"Are you saying our love is not genuine?" Sabrina frowned a little.

"Not that it's not genuine," Colin corrected. "But you just do treat them with the most visible distaste out of the three of us," Colin and Carly Beth both chuckled softly in amusement. It was true, though, Sabrina was still the most creeped out by all the masks and she did get spooked the easiest.

"You certainly were freaking out just a few minutes ago," Carly Beth agreed with a teasing nudge.

"Well forgive me if not all of us are mask experts!" Sabrina pouted at them as they laughed at her. Then she was aware of the laughter multiplying. Oh, great. Now all the other masks were laughing too. But strangely, Sabrina did not feel hurt or scared by their laughter. Instead, it almost made her smile. Maybe Carly Beth and Colin were onto something. Maybe these monsters could be defeated by a symbol of love after all. Maybe they could be returned to humanity in the same way Carly Beth had been restored to her own all those years ago...

It took a couple years of hard work and dedication, but there finally came a day when Colin had no more Halloween masks kept in the backroom anymore. Instead, all that remained were beautiful faces. Shelves of human faces, smiling, warm and soft, sat in wait, and now Colin could smile up at them, unafraid.

"What are you going to do with them?" Sabrina asked, both older and taller now.

"I don't know yet," Colin replied. "I have been discussing with all of them, and we are thinking of trying to sell them off as prosthetics for those displeased with their own looks, as they were originally intended."

"But wait, wasn't trying to commodify them one of the things that set them off in the first place?" Sabrina frowned worriedly.

"Perhaps so, but we have discussed that matter too, and I intend upon only selling them to those they are willing to serve, and those who can see the goodness in themselves and not treat these faces as mere masks to hide behind. The faces decide who I will sell them to."

"And you think that will work?" Sabrina was still doubtful.

"Not at all," he replied calmly. "But we have to try. For the sake of every single person in this room, Faces included, we have to try..."

Carly Beth, who was locked in silent conversation with the restored Victor at this point, heard Colin say this, and she smiled. So did Victor. His skin was pale, but not eerily so, and although he was still hairless, his head was smooth and round, not misshapen. His teeth had shrunk back from fangs and his smile was a real smile and not just a snarl. His yellow eyes had receded into a pale brown, warm and human color. His nose was pointed, not squished and ugly. Everything about him was beautiful. He wasn't scary anymore. He was a human with a name: Victor.

Within a month's time, however, he was gone, his new home being upon the face of a severe burn victim. He seemed happy enough, and his new owner sent in a very positive review. He only had one complaint:

"This mask, this face, is wonderful! But I do have trouble taking it off sometimes. It seems to stick, and there are certain nights when I go to remove it and I can hardly find the line between its neck and mine."

AN: This was just a randomly-inspired throwback piece to my childhood. Just to clarify, I actually wasn't that fond of Goosebumps as a whole, but Haunted Mask was where it was at. I must've read that book 20 times as a kid and even now, 10 years later, I still love the story. I just love it on a deeper level now because there are so many things the masks/faces could represent. (This fic takes place three years after the last book Carly Beth appears in, in the Horrorland series. It also counts the first two original series, so that means I'm including every book she was in as canon, even though the Horrorland series seems to exclude the original sequel from the timeline).

In this story, the masks are like abused children who become twisted and cruel because their father/creator does not show them any love. Carly Beth finally figures this out and understands that the masks are not inherently evil, but rather, that they were made that way through time. With enough devotion, pity, understanding and love, she undoes this work and turns them back into humans. She rehumanizes them and gives them names and stories to go with faces. She makes them real and saves them from being nothing more than a mask of insanity. A fitting end that parallels the book, am I right? IDK. The masks/faces were just too good of a symbolic villain to go to waste as one-dimensional creatures of pure evil. And I like the idea of Carly Beth developing so much as a character that she begins to pity the masks instead of fear or hate them. After all, she's been with the Haunted Mask so many times before that she knows how his mind works, and she starts to see that he isn't evil, just angry, but anger does not have to last.

Also, Colin Fox is the name of the shopkeeper's actor in the old Goosebumps show.