I do not own any of the characters from The Grim Adventures of Billy and Mandy!

A/N: Mandy has a cousin. A favorite cousin. A favorite male cousin. The only cousin she has, really. He's a wizard, and he has a birthday "gift" for her. Friendship/humor/drama/fluffyness. Rated M for character death in a future chapter.

The Other Side of Mandy

Chapter 1: Max

Prologue

She was only ten, just hitting puberty. Her body was beginning to change, and so was her attitude towards me. I had just moved into a my new place close to the college that I was attending, and it just so happened to be close to the school of my nubile young cousin. She'd always been very precocious as a child, and a bit on the bossy side. Well, maybe very bossy! Now, with her hormones beginning to kick in, I wondered what she would be like in a few more years. She was already pretty cute, I thought, but when she wasn't with me, she scowled constantly. She disliked most everyone, and hated the rest, but did have a couple of friends she "tolerated." One was a boy she had known practically all her life, and the other was the Grim Reaper. Billy was the boy's name, the skeleton she just called "Grim."

When I was still living at home, her parents would drop her off whenever they needed a babysitter. Seems like I was one of the few people they trusted, and the only one she actually wanted to stay with. Why not? I played with her all the time when she was little, and besides, I had all her favorite games. We'd stay up late at night, watching TV and playing video games. Sometimes she'd fall asleep before her parents came to pick her up, then I'd carry her out to their car. Or, if we were lucky, they'd call early, and ask if she could stay the night. It was always okay by me, and she'd be jumping for joy. I'd let her sleep in my bed, while I slept on the floor in a sleeping bag, but in the morning, I'd always find her on the floor, next to me, curled up in my arms.

As I got older, it seemed inappropriate for her to be hanging out with me, so we started seeing less and less of each other. Only the occasional family dinners brought us together. Usually it was held at a restaurant, so there was no place for the two of us to socialize.

Max

We hadn't seen each other in a while, when she suddenly called me up, out of the blue.

"Hey cousin! Whatcha been up to?" My eyes grew wide with recognition, and a huge smile crossed my face. I had just been thinking about her only minutes earlier.

"Mandy?! Wow, it's good to hear your voice! What's up little cuz?"

"Not much. I was just reminiscing, and you kinda crossed my mind."

"We did spend a lot of time together when you were younger. I didn't get to see you all of last year 'cause I moved into a dorm after I graduated high school. You must have grown some! It's been nearly two years since I last saw you!" I closed my eyes, trying to visualize what she looked like now.

"Yeah! I missed seeing you!" She sounded cheerful enough. I flopped onto the sofa, tossing a pile of books on the floor in the process.

"I just moved into my new living quarters, and finally settled in. Just in time before the new school year starts. What are you up to today?"

"My parents went off for the weekend and left me in charge. I hate it when they do that! Makes me feel . . . unwanted, ya know?" she sighed.

"Well," I laughed, "you do have a tendency to initmidate them! Where are your friends?"

"Billy has Grim for the weekend. His folks took them to Lake Muskeeto to go camping. They invited me, but I didn't feel like fighting off a blood-sucking swarm of pests. If I stayed home, then I'd only have one blood-sucking pest to deal with!"

"Irwin?" I chuckled.

"You remember him?"

"The boy who's a vampire-mummy, and was at one time, even a werewolf? How can I forget!"

"I just know he'll be 'bugging' me all day!" she moaned, exasperated.

"Hey! I got an idea!" I sat up. "Why don't we spend the day together, like old times? I've got nothing to do but lay around the house! We could go see a movie, and have a pizza later! Then I can catch up with what's been going on with my favorite little cousin!"

"You know, that doesn't sound like a bad idea, but remember, there's that seven year age difference between us. There are a lot of stupid people out there who could get the wrong impression!"

"Well, I don't care! I haven't seen you in a while, and I wanna see you! Get yourself ready, and I'll pick you up in half-an-hour!"

"Okay . . . Max!"

Mandy kept a special wardrobe, much different from her familiar pink sun dress, her "going out with Max" clothes. Loose fitting jeans, denim jacket, and a pink tanktop. She liked to have pink somewhere on her person. I had just rung the doorbell, and heard her voice.

"Be right there!" she hollered excitedly. I imagined she was straightening out her clothes, brushing her little pink outfit with her pudgy little hands. My little pink, pudgy cousin. She finally opened the door, and we stared at each other awkwardly for a few moments before she broke into a big smile.

"Well?" she said as she opened her arms wide.

I smiled back, looked over her head and around the room. "Hi! . . . is Mandy home?" I said.

"Stupid! It's me!" she growled, then punched me in the chest. I put my hands to the sides of my face in feigned surprise.

"Ohmigawd! It is you! What happened? You're . . . you're . . . beautiful!" I dropped to one knee. "Marry me! I don't care if you are my cousin! We'll move someplace where nobody knows us!"

"Cute. You know you're full of crap, plus you're embarrassing me!" She opened up and started laughing. Seems like I was the only one who'd ever made her laugh and smile.

I took Mandy into my arms, and gave her a bear hug, lifting her into the air. "It's been a while! I miss seeing you!"

"I missed you too!" she groaned as I squeezed the air out of her.

"C'mon, let's get going," I told her, "I sense nerd energy approaching!"

"You too, huh?" We were both right. Not two minutes after we hopped into my car and started rolling down the street, we saw Irwin's rotund form making it's way up the block, a tiny flower in his hand.

"Your personal stalker?" I snickered.

"Ehh! It was all Billy's fault! If he hadn't jumped into my head and possessed my body, none of this would ever have happened. Before that, Irwin was deathly afraid of me! Now, even if I were to beat him to a pulp, he still wouldn't leave me alone!"

"Masochistic tendencies, huh?"

"Maso . . . wha?!" I laughed. As intelligent as she was, she was still a little naïve about things of that nature. I liked that she wasn't growing up too quickly.

"I could mix you up a potion to make him stop following you around!" She raised an eyebrow, and regarded what I had just said. Half of her doubted what she heard, the other half knew there was truth behind it.

"Are you still into that alchemy magic stuff?"

"We're both descended from the oracles of Delphi," I reminded her, "and it's only natural that at least someone in the family maintains a tradition in the magic realm. That boy has a dark side to him. It'll be better if I end this attraction he has for you." She gave me a look of her approval.

"Fine then. You won't get any arguments from me!"

"That's settled then! Now, what would you like to do today?"

"How about that movie and pizza you were talking about earlier?"

We took in a matinee at the mall theater. A zombie movie. She likes anything to do with zombies. It fascinates her for some strange reason, and she also likes getting the crud scared out of her! Maybe it was the whole idea of eating someone's brain that appealed to her! She's weird in that respect. For me, it just brought up a different thought. Necromancers. I've had my share of run-ins with them, even had to take a few down. My library is full of their confiscated writings.

Hardly anyone goes to an early matinee anymore. There was just a handful of people in there, and the theater was ice cold as a result, further enhancing the movie's dark theme. Fortunately, she had brought a jacket with her. I wasn't so lucky. Every so often, a zombie would jump up, and she would shriek, then dig her fingers into my arm. That alone kept me warm.

We went to nearby pizza parlor after the movie, and sat in a booth. I checked my wallet, not for money, but I kept various packets of powders in it. I pulled out a few, and stuffed the wallet back in my pocket.

"What are these for?" she asked.

"For getting rid of pests." I smiled. "You sprinkle a little on the pest's food, and they go away!"

"Oh!" she smirked as she looked them over, and seemed to understand exactly what I meant. Our pizza arrived at the same time as an unwanted "pest."

I assumed it was an acquaintance of Mandy's. She had orange hair in a ponytail, and a smile that looked like it was painted on!

"Hey Mandy! Who's your friend? Can I sit next to him?" The red-haired girl doesn't wait to be asked, but just slams her hip into mine's, knocking me further into the booth. Mandy glowered at her.

"Max, this is Mindy. Mindy, this is my cousin Max." she said through her clenched teeth.

"Pleased to meet you, Mindy."

"The pleasure's all your's!" she giggled.

I could just see the daggers flying out of Mandy's glaring eyes . . . long, covered in rust, and tipped with foul poisons. Mindy was oblivious to them.

"Um . . . would you like to join us?" I asked out of politeness.

"Don't mind if I do!" I could tell right away she had no interest in talking with Mandy, and choose, instead to focus all her attention on me. She wrapped her arm around mine, much to the ire of Mandy, and seemed to delight in it.

"I've known Mandy practically all my life! . . . blah blah blah . . . I like your eyes! . . . blah blah blah . . . I'm going to modeling school! . . . blah blah blah . . ."

Mandy was fuming as she tore open one packet, then another . . . and another! Mindy was too distracted to notice, as Mandy cut her a slice of pizza, then dumped the entire contents of all three packets onto it! I raised an eyebrow, but maintained eye contact with Mindy. She did have pretty eyes. I interrupted her chattering.

"Better eat your pizza before it gets cold!" Mandy shoved the plate in front of her.

"Thank you, Mandy!" she says, then takes a small bite. I'm praying she doesn't take another! The powders begin to take effect almost immediately. Mandy's eyes popped open as an enormous pimple appeared on Mindy's face.

"Gross, Mindy! A huge zit just popped up in the middle of your forehead!"

"What?! Really?!" She tore open her bag to get a mirror. By then, three more whoppers had surfaced on her chin. She stared in wide-eyed horror as the pimples kept coming.

"Aauughh! I've got to get home right away! Ohmigosh! People must be staring at me already! Ohmigosh! Ohmigosh! Which way outta here?" Mindy put her head in a paper bag, then rushed off without even saying goodbye.

End Chapter 1

A/N: What can I say. Mandy's a little OOC, what with her smiling and laughing, and the Universe is not turning inside-out on itself. Just bear with it for awhile, and she'll return to normal when Max leaves. Mandy's growing up, as little girls often do, so one could possibly imagine her thoughts turning to other things . . . besides ruling the world. In any case, I would like to think of her as pursuing either, or both, with her same ferocity.

Most everyone makes her out to be "evil" (she did save Christmas, and Halloween!), but I've never looked at her like that. Sure she's mean and self-serving in the series, but not all the time, and I've always wanted to write something different for her. So I've decided to indulge myself, and do this one story. It's pretty short, and you won't have to put up with it too long! Thanks!

(The Max in this story is not the same Max as in I am the Night's fic "Mandy of the Night." Because we had both started writing at about the same time, I had held off publishing this until I was satisfied his Max and my Max were of two different personalities. It was just coincidental that we picked the same name.)