A/N: Where we last left off, Penny and Hayden have gotten into their costumes and Sherman showed off his awesome new mask to his dad, but little does he know that the mask is a living thing and wants Sherman all to itself for some reason. This is where we left off. Enjoy!

Sherman was now wearing a black long-sleeved shirt with black jeans with his white converse still on his feet. The redhead gazed at himself in the mirror and saw that his costume was almost complete.

"Awesome, now for the finishing touches" Sherman said running to his room and picked the mask up off the bed and put it back on his face the second time. Once it was on, Sherman tucked the bottom-half of the mask under his shirt and then looked in his mirror that was on the other side of his closet door.

"Yes. It looks even better with these awesome clothes on" said Sherman as he felt the inside of the mask touch his skin.

"Time to take this baby for a test run" Sherman said as he tip toed out of his room and hid behind the living room sofa silently chuckling to himself waiting for his dad to get back from answering his door for giving out candy to any passerby trick or treaters.

"Happy Halloween! Be safe!" Peabody called out to the trick or treaters he just handed out candy to and then placed the bowl back on the table and sat down on the couch. Sherman then stood up slightly, assuming a crouching position and spoke in a deep voice.

"Don't scream!" he said, the white furred beagle turned behind him and screamed like a little girl the minute he saw the mask and fell off the couch, the bowl of candy fell down and spilled on the hardwood floor too because when Peabody fell, his hip hit the coffee table too.

"Gotcha dad!" Sherman said now fully standing up and laughing underneath the mask.

"Normally you'd get in serious trouble for doing something like that, but I'm gonna let it slide since it's Halloween. Everyone's entitled to at least one good scare I suppose" Peabody said now picking up the candy that was spilled on the floor and placed it back in the bowl.

"Lighten up, Mr. Peabody" Sherman said shrugging his shoulders and giving a slight chuckle. Peabody then looked at the clock to see it was now almost 6:00.

"Oh, your friends should be waiting for you right now" said the beagle pulling off an empty white pillowcase off the counter and handed it to his son.

"Thanks dad, I'll be back soon" Sherman said hugging his dad and then went down the elevator.

Meanwhile, Penny was walking down the street and was only a few blocks away from the Peabody Industries building. Just as she was about to make her way to the crosswalk something jumped out at her making a roaring sound, making her jump in place and flinch slightly. It was Hayden in his Dryad costume.

"Gotcha good, didn't I?" Hayden asked after taking his mask off and revealing his face to Penny.

"Barely" Penny said shaking her head smiling.

"Yeah you did, I saw you jump when I popped out in front of you" Hayden said, trying to get Penny to admit he scared her.

"Okay, I didn't expect a tree to come out and scare me" said Penny as she began walking with Hayden down the crosswalk again.

"I'm not a tree, I'm a Dryad. It's not like in 'Evil Dead' where the trees just come alive and attack people and possess them" Hayden said as they walked.

Sherman had just left the front doors of the building and saw his friends about to cross the street. He smiled inside the mask and got an idea. He hid in the bushes by the stairway that lead to the front door and waited for his friends to cross the street to get to the other side. When they came into his view, he started making raspy breathing noises that were loud enough to be heard by both his friends.

"Wait, did you hear that?" Penny asked pointing to the bushes.

"Sounds like a Raccoon having an athsma attack" Hayden said trying to peak into the bushes. When he got close enough Sherman jumped out the bushes growling like a lion and caused both Penny and Hayden to jump back and fall down onto the concrete. Sherman laughed as he took the mask off.

"Oh man you guys were so scared you two were shaking in your shoes!" Sherman said laughing and pointing at Hayden who was being helped up off the floor by Sherman.

"Okay, you got us" Penny said.

"You did better than me when I tried to scare Penny" Hayden commented dusting his costume off.

"I had a little help" Sherman said holding the mask up to show his friends.

In the bushes on the other side, the old man from the shop was spying on the three kids and saw that Sherman was holding the mask.

"Oh no, that's the second time he's put it on" he said worriedly and started shaking.

"If he puts it on one more time, trouble is what awaits that poor child" the old man said before running away from the bushes and across the street.

"So, what do you wanna do?" asked Penny.

"I was thinking maybe we could do some trick or treating and then we can go to that Haunted House attraction that the Dawson family is holding" Sherman suggested.

"Sounds like a good idea. I haven't been to a haunted house since last year's 'Halloween Horror Nights'" Hayden said putting his mask back on.

"Cool costume Hayden, glad that Dryad costume really came together" Sherman said.

"I'm glad it did too. But your mask is really the best out of all the other costumes because you're doing so much with very little" Hayden replied to the comment Sherman made about his costume.

"Thanks, a little too sophisticated way to put it but thanks" Sherman said looking down at the mask while still talking to Hayden.

"So what are we waiting for? A blood moon? Werewolves howling? We got trick or treating to do!" Penny said smiling.

"Way ahead of you, let's do this" Hayden said leading the way down the street.

"I hope I don't get any rocks like I did with old man Grayson last year" Sherman said walking with Penny.

"What are you gonna do if you do get some? Throw them at his windows or something?" Penny asked.

"No! My dad would ground me for a month until Christmas. I'll just put them in our rock garden" Sherman said.

"Okay that does sound a whole lot better than throwing them at the window" Penny said.

"Alright, let's go get some candy and hopefully no rocks" Sherman said running towards Hayden with Penny following him.

The mask that was still in Sherman's hand was now thinking to itself.

"Yessssss! That was the second time you put me on, boy. The third time, you will be mine at long last. And I will finally have a body to roam this planet! Then raise an army of my brothers and sisters to roam the streets you call home. Hahahahahahahahahaha!" the mask thought to itself, it's evil plan was almost complete, all it needed was Sherman to put it on one last time.

A/N: Chapter 3 is done! The mask's plan is slowly making it's way into action, and the old man from the shop is trying to stop it. Today is the literal birthday for TexasBornMind76. So happy birthday and hope you enjoyed this chapter. More to come in the next update. Please review, thanks!