A/N: Hello my fellow Fanfiction readers. Yes I know I'm long overdue for an update, but I only write when I feel like it otherwise I just can't come out with something good. So anyway here's the next chapter of The Phantom of Happy Tree Town!

Disclaimer: I do not own Happy Tree Friends or Phantom of the Opera they belong to Mondo Media and Andrew Lloyd Webber respectively.

Flaky's P.O.V.

We were rehearsing for 'Hannibal' and Giggles was getting ready for her big scene.

The Opera House had only been up for a few years, but it was already attracting big crowds from all around. Everyone in Happy Tree Town loved the Opera House, and wanted to either be in a production or help prepare for one. I had decided to be a ballet girl, nothing flashy. I don't think I would ever be able to sing in front of those big crowds. Not without fainting anyway… Petunia insisted that I should try, but I said no, because Giggles might get mad at me if I stole her spotlight.

Giggles used to be so nice but I think all the attention has gone to her head. And after living in Spain for a few months, she and her husband, Cuddles, had picked up a bit of an accent.

"This trophy from our saviors, from the enslaving force of Rome!"

That was Giggles; Petunia says I sing better for some reason, especially after I had been getting lessons from Him. But I could never; I'm too shy…

I stood with the other ballet girls as the men and women's chorus' sang and marched around the stage.

Women's chorus:

"With feasting and dancing and song, tonight in

celebration, we greet the victorious throng, returned to

bring salvation!"

Men's chorus:

"The trumpets of Carthage resound!

Hear, Romans, now and tremble!

Hark to our steps on the ground!"

Both choruses:

"Hear the drums – Hannibal comes!"

I had started to hum along with the music when Cuddles came onto the stage singing:

"Sad to return to find the land we love threatened once more by Roma's far-reaching grasp."

"Cuddles… If you please," Sniffles said, interrupting him, " 'Rome'. We say 'Rome', not 'Roma'."

"Oh. Yes, yes, Rome, not Roma. Its very hard for me." Cuddles told him apologetically, "Rome… Rome…"

I giggled at them a little then Lumpy and two raccoons came in.

"Once again, then, if you please, Cuddles: 'Sad to return…' " Sniffles began. He was interrupted by Lumpy, who was speaking to the two raccoons.

"This way gentlemen, this way. Rehearsals, as you can see, are underway, for a new production of Chalumeau's 'Hannibal'."

Sniffles looked like he was going to explode form being interrupted. Lumpy didn't notice and called everyone to direct their attention to him. "Ladies and gentlemen, some of you may have already met Lifty and Shifty…"

"I'm sorry, Lumpy, we are rehearsing," Sniffles said irritably. "If you wouldn't mind waiting a moment?"

"My apologies, Sniffles. It slipped my mind. Proceed…"

"Thank you, sir," He said stiffly before turning back to Cuddles, " 'Sad to return…', Cuddles…"

"Sniffles, our chief conductor and resident genius. Rather a tyrant, I'm afraid." Lumpy whispered to Lifty and Shifty. I heard what he said and tried to resist the urge to laugh.

Cuddles:

"Sad to return to find the land we love threatened once

more by Rome's far-reaching grasp. Tomorrow we shall

break the chains of Rome. Tonight, rejoice – your army has

come home.

I ran out with the other ballet girls to begin the dance. I tried to focus on the dance and nothing else so I didn't fall and impale anyone on my quills. We needed everyone alive today because the performance was tonight.

Shifty's P.O.V.

"That's Cuddles, our principal tenor. He does play so well opposite of Giggles." Lumpy said, pointing at a yellow rabbit in pink bunny slippers.

A loud bang from behind caused all three of us to jump and turn around in alarm. I saw an irritable looking blue skunk with a cane in her paw.

"Gentlemen, please! If you would kindly move to one side so my girls can dance properly?"

"My apologies, Mme. Giry." Lumpy said, trying to calm her down.

He led Lifty and I off to the side so we wouldn't be in the way. "Madame Giry is our ballet mistress," he explained. "I don't mind confessing, Shifty, I won't be sorry to be rid of the whole blessed business."

"I keep asking you, Lumpy, why exactly are you retiring?" I asked, hoping he wold answer this time.

He didn't. Instead he tried to distract us by hastily saying, "We take a particular pride her in the excellence of our ballets."

It worked, my attention then went to a ballet dancer who looked like a younger version of Madame Giry. I pointed her out to Lifty, who asked Lumpy, "Who's that girl, Lumpy?"

"Her? That's Petunia Giry, Madame Giry's daughter. Promising dance, Lifty, most promising."

As I watched the dancers, I noticed one of them fall out of step. Madame Giry did too and banged her stick angrily on the floor. "You! Flaky Daae! Concentrate girl!"

The other girl, Petunia, turned to her and asked, "Flaky… What's the matter?"

"Daae?" I wondered out loud. "Curious name."

"Swedish." Lumpy told me.

"Any relation to the violinist?" my brother inquired.

"His only daughter, I believe. Always has her in the clouds, I'm afraid."

The ballet girls finished their dance and the chorus started up again as the scene started to come to a close.

"Bid welcome to Hannibal's guests –

the elephants of Carthage!

As guides on our conquering quests,

Dido sends

Hannibal's friends!"

I was amazed as I watched a life sized mechanical elephant enter the stage; Cuddles was lifted onto it, triumphantly holding up his sword. Giggles sang with utmost joy.

"Once more to my

welcoming arms

my love returns

in splendor!"

Cuddles, echoing the same joy as Giggles, sang:

"Once more to those

sweetest of charms

my heart and soul surrender."

The whole scene drew to a tremendous climax as the chorus triumphantly sang:

"The trumpeting elephants sound –

hear, Romans, now and tremble!

Hark to their step on the ground –

Hear the drums!

Hannibal comes!"

Lifty and I clapped loudly at the end as the elephant was pushed off-stage by two stagehands. We fell silent when Lumpy called for attention.

"Ladies and gentlemen," he began but was interrupted by some ballet girls who were whispering to each other.

"Quiet!" snapped Madame Giry.

"Thank you Madame Giry. May I have you attention please? As you know, for some weeks there have been rumours of my imminent retirement. I can tell you that these are all true, and it is my pleasure to introduce to you the two gentlemen who now own the Opera Populaire. Lifty and Shifty."

Lifty and I bowed to some polite applause when a pink chipmunk walked forward.

"Oh, Lifty, Shifty, this is Giggles our leading soprano for five seasons now."

"Of course, of course." My brother said, "I have watched all your greatest roles, Signora."

"And Cuddles our leading tenor," lumpy hastily added as Cuddles also walked forward.

"An honor, Signor," I said.

"If I remember correctly, Elisa has a rather wonderful aria in Act Three of 'Hannibal'. I wonder, Signora, if, as a personal favor, you would oblige us with a private rendition?" Lifty asked, then added slyly, "Unless, of course, Sniffles objects…"

"My manager commands… Sniffles?"

"My diva commands," Sniffles sand stiffly. "Will two bars be sufficient?"

"Two bars would be quite sufficient," I said, a faint smile starting to cross my face.

"Giggles?"

"Maestro?"

Flaky's P.O.V.

When the introduction for Giggles song was starting to play on the piano, I could have sworn I saw someone in the rafters above; flitting about in an agitated manor. I quickly made myself focus on Giggles before I drew attention to myself.

Giggles:

"Think of me, think of me fondly,

when we've said

goodbye.

Remember me

once in a while

please promise me

you'll try."

Evil's P.O.V.

'God this bitch is screechy. How do I shut her up?' I thought to myself. Then I noticed the rope for one of the backdrops. I pulled out my bowie knife. "Yes… that could work…"

Flaky's P.O.V.

I saw a glint of light above me but I kept my eyes on Giggles.

"When you find

that, once

again, you long to take you heart…"

I screamed as Giggles was suddenly cut off as one of the backdrops came crashing down on her, crushing a few of the chorus members in the process.

Petunia/Ballet girls/Chorus:

"He's here:

the Phantom of the Opera…

He is with us…

It's the ghost…"

Cuddles looked at Meg and the others and shouted furiously, "You idiots!" then ran over to Giggles saying, "Giggles! Giggles! Are you hurt?"

Lumpy was concerned as well and said, "Signora! Are you all right? Disco Bear? Where is Disco Bear?"

"Is noone concerned for our prima donna?" shouted Cuddles.

"Get that man down here!" Lumpy shouted over the angry rabbit. "Chief of the flies. He's responsible for this," he told the new managers.

I calmed down enough to look up and see Disco Bear on one of the walkways. He was holding a length of rope that looked eerily like a noose… Lumpy interrupted my thoughts as he yelled, "Disco Bear? For God's sake, man, what's going on up there?"

Disco looked down and said, "Please, Lumpy, don't look at me: as God's my witness I was not at my post. My friends there's no one there: and if there is, well then, it must be a ghost…"

Petunia looked up fearfully and muttered, "He's there: the Phantom of the Opera…"

Lifty rounded on her angrily, "Good heavens! Will you show a little courtesy?"

Shifty attempted to settle everyone down before thing could get out of hand, "Ladies, please!"

The others had finally succeeded in getting Giggles out from under the backdrop. And she wasn't happy. "These things do happen." Lifty said nervously.

This just made her angrier, "Si! These things do happen! Well, until you stop these things happening, this thing does not happen!" Giggles turned to Cuddles, "Cuddles lets go!"

Cuddles immediately got Giggles coat and both walked off the stage and out the door, but Cuddles turned and said, "Amateurs!" Before following his wife out the door.

There was an uncomfortable silence filling the room as everyone looked at each other; silently asking 'What just happened?' The silence was broken by Lumpy who cleared his throat and said, "I don't think there's much more for me to assist you with, gentlemen. Gook luck. It you need me, I shall be performing surgery in the hospital."

"Um… Lumpy?"

"Yes Sniffles?"

"Come here for a second."

"Ok."

Lumpy walked over to Sniffles who immediately yanked something out of Lumpy's head. "Oww! What was that-?" Lumpy's eyes unfocused themselves and he looked around scratching his head stupidly. "Duh… Where am I?"

"Oh Lumpy. You were just about to go home an have a talk with your cabbages remember?" Sniffles said simply.

"Oh yeah! Huh huh huh! Bye!" Lumpy ran out the door laughing stupidly. Then a loud screech could be heard along with a girly scream that everyone knew belonged to Lumpy.

"Uh… Sniffles?" I asked nervously.

"Yes Flaky?"

"W-what just h-happened?"

"Oh that. Well I didn't want Lumpy messing up the Opera House after all the work we had put in it so I created a small chip that would make him intelligent as long as it was in his head." Sniffles explained.

"Oh."

Lifty then found his voice. "Giggles… She will be back, right?"

Petunia's mother walked forward, "You think so? I have a message, sir, from the Opera Ghost."

This simple sentence caused most of the ballet girls quiver with fear.

"Oh God in heaven, you're all obsessed!" Shifty shouted.

"He merely welcomes you to his opera house and commands you to continue to leave Box Five empty for his use and reminds you that his salary is due."

"His salary?" Shifty sounded outraged.

"Well Lumpy paid him twenty thousand dollars a month. Perhaps you can afford more, with Flippy as your patron?"

'Flippy's back?' I wondered. I nervously grabbed Petunia's paw.

"Madame, I had hoped to have made that announcement myself." Lifty grumbled.

"Will Flippy be at the performance tonight Shifty." Mme. Giry asked, ignoring Lifty's comment.

"He'll be in our box." Shifty told her.

"Madame, who is the understudy for Giggles role?" Lifty asked.

"There is no understudy, Lifty. The production is new." Sniffles muttered.

Lifty and Shifty looked like they were going to explode. Petunia suddenly spoke up. "Flaky could sing it, sir."

'What!' "Petunia no! I-I couldn't…" I whispered.

"A chorus girl? Don't be ridiculous." Shifty laughed.

"She's been taking lessons from a great teacher!" Petunia said, defensively.

"From who?" Lifty questioned.

"I-I don't kn-know, sir…" I said uneasily.

"Oh, not you as well!" Shifty said, exasperated. "Can you believe it Lifty? A full house – and we have to cancel!"

"Refund all that money…" Lifty said sadly.

"Let her sing for you. She has been well taught. You will be surprised," said Mme. Giry.

Everyone was staring at me. I was suddenly very glad my fur was red…

"From the beginning of the aria then, Flaky." Sniffles said in a board voice.

The piano introduction began to play. 'Oh no… I can't do this!'

"Think of me,

think of me fondly,

when we've said

goodbye.

Remember me

once in a while –

please promise

me you'll try."

The words came out shakily and I heard Lifty and Shifty talking to each other. "Lifty this is doing nothing for my nerves."

"Don't worry about it Shifty."

I thought I saw that figure in the rafters again and I suddenly felt more confident; like when I had my lessons with Him…

"When you find

that, once

again, you long

to take your heart back

and be free –

if you ever find

a moment,

spare a thought

for me…"

*****Time skip a few hours to the performance*****

"We never said

our love was evergreen,

or as unchanging

as the sea –

but if

you can still

remember,

stop and think

of me…"

"Think of all the things

we've shared and seen –

don't think about the things

which might have been…"

"Think of me,

think of me waking,

silent and

resigned."

"Imagine me,

trying too hard

to put you

from my mind."

"Recall those days,

look back

on all those times,

think of all the things

we'll never do –

there will

never be

a day, when

I won't think

of you…"

Flippy's P.O.V.

I was finally back from my travels abroad. And what a surprise when I find that Flaky is the one singing. Could that really be the same timid girl I knew three years ago?

"Bravo!" I shouted.

It was amazing. She had changed so much since I had last seen her. The Flaky I knew would have never sang for so many people. I wonder if she remembers me…

"We never said

our love

was evergreen,

or as unchanging

as the sea –

but please

promise me,

that sometimes,

you will think

of me!"

The entire theater erupted into applause; I was no exception. But while everyone was clapping I could have sworn that I saw a familiar looking shape in Box 5. But before I could get a good look it was gone.

Evil's P.O.V.

Damn it. My good half is back. And no doubt he's going to try and woo Flaky… I can't let it happen, she's mine!

A/N: Ok looks like Evil's being possessive… what will happen next? If you've seen the musical (or movie) you probably know already. Anyway the next chapter will be up whenever I feel like it. But right now I'm probably going to work on 'Fox in a Forest' for a while.

Evil: Hey! What about that T or D fanfic you dragged us into!

Naruto: Yeah!

Kitsunegirl: Ok, Ok, I'll work on that too… Please R&R. Kitsune out! Peace!