Yaaayyyy!!! AN UPDATE!! Sorry for taking so long, some issues with the plot came up. But the chapter is three pages longer then normal, and it contains part of the back story, so I hope that makes up for the wait! Umm… yeh. Italics are flashback, non-italics aren't. Also, sorry if there are any problems with the tense and such changing, I had to rewrite couple of parts because I kept switching between past and present tense by accident.

Oh, and if you want to read the comic version on Deviantart, copy and paste this address (without the spaces) : www. deviantart. com/ deviation/ 44800809/

Yeh. Hope you enjoy this chapter!

P.S oh yeh, and it gets kinda intense a few times in this chapter, so be prepared.

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Chapter three

'FRGT/10'

'From the top to the bottom

Bottom to top I stop

At the core I've forgotten

In the middle of my thoughts

Taken far from my safety

The picture is there

The memory won't escape me

But why should I care?

In the memory you'll find me,

Eyes burning up

The darkness holding me tightly

Until the sun rises up…'

-'FRGT/10 (Forgotten), By Linkin Park

Danny leaned once more against the side of his prison after Kwan had left in such a rush. He blinked, frustrated, feeling Kwan's questions and his own answers beginning to dredge up things he didn't want to remember. But he couldn't stop himself from thinking, and, as thoughts tend to do, the more he tried not to think, the more he did.

Danny closed his eyes and his head drooped forward as he fell into the trance like state his Oneirophrenia induced, his memories playing before his eyes as if he were really there, in those moments.

He… hadn't been scared of 'It'. Not at first.

And 'He' hadn't scared him… not really. He knew 'He' was just another ghost to defeat.

But the Nightmares started to get worse."

A monster, with pale grey-green skin and flaming white hair and sharp fangs, human blood splattered on his face, grins, but he's not what's so frightening, it's, it's, it's-

"AAAAAHHHH!!!!"

14-year old Danny Fenton sits upright with a gasp. He stares at the ceiling of his room for a moment, gasping, before recognizing where he is and glancing about, checking the corners of the room for hidden boogey-men. Upon realizing he's the only thing in the room, he gives a sigh and pulls his legs up to his chest and wraps his arms around them, pulling himself into a ball.

He clenches his teeth and draws himself in a bit closer, the moonlight through his window casting an odd glow on his form.

"It was just... It was just another dream…" he murmurs, trying to dispel the trembling he can feel in his whole body.

He sits and waits for morning to come, not willing to risk going back to his dreams where that thing was waiting.

Whenever he had those dreams… He wouldn't go back to sleep for the rest of the night…

Day. School.

Danny leans with his forehead pressed against the cool surface of his locker, feeling the exhaustion in every cell of his body. He knows it can't be healthy to get as little sleep as he has been, but…

"Danny? Yo, Danny!"

The voice cuts through the stupor building in his brain and Danny glances to the side. Tucker and Sam stand in the empty school hallway, both looking at Danny with concern.

"Hey, Danny, are you ok?" tucker asks again. Sam says nothing but just stares at Danny with worry all too obvious in her eyes.

"Uuuhh…" Danny pulls away from the lockers and gazes at his friends for a moment.

He… he could have told them…

Danny's face breaks into a grin

"Yeah, I'm fine!" he says reassuringly to his friends.

…But he didn't.

Danny, Sam and Tucker all laugh and joke as they eat their lunches, Tucker somehow managing to play with his PDA while eating, before stopping to gesture casually as he tells some soon-to-be-forgotten story to his friends.

Sam raises her hand in emphasis as she responds and Danny playing the middle ground as usual, leaning casually against the table.

They weren't aware that the person who had come back from the future the day before the C.A.T's hadn't been 'Danny'.

Clock- … 'that guy' had made it so that the events that took place afterwards never happened. They didn't know he hadn't just beaten his older self while in the future and followed them home."

Danny chuckles at another small argument his two best friends where having. He's driven the thoughts of the nightmare he'd been having for months now from his mind and simply enjoying the company of his two closest companions.

'It' had never happened. Why should they need to know?

Night again.

Danny squirms in his sleep, clutching at his pillow and shuddering under his blankets. He curls up a little and whimpers at the images running through his unconscious mind. He clenches his teeth even tighter and continues to tremble.

Always the same, even if the exact events were different…

Small fires crackle over the rubble, the wind howling as it blows through gutted buildings and over abandoned vehicles. The concrete and asphalt of the streets have been ripped and completely torn up in places. Random metal is jutting up, twisted and melted, a street sign with a chunk ripped out, pipes lying scattered on the ground.

Desolation.

A sheet of metal from the OP's center lays near the Fenton works neon sign, now discarded on the street. The top of a mailbox is scattered between them and so is the still arm of a female form, a bloody slash running across her torso, an ecto-pistol laying where it had fallen from her hand as she was attacked.

Always, he stood as the city crumbled and he saw the death of everyone he loved…

Sam sits huddled against what was once probably a wall to some building, now almost completely erased from existence so only this small piece remains. Her right hand clutches at her left arm, an ugly wound bleeding just below her shoulder. She stares up, petrified, at the shadow that has brought this apocalypse to Amity Park.

"Danny…" she whispers, her eyes growing wide with terror.

At his own hands…

The Beast that has caused all this destruction crouches animal-like, one hand on the ground, the other supported on its knee. The flaming white hair on it's head moves silently with the non-existent wind, the glowing red eyes staring as it grins horribly, the face that was once Danny's twisting into something inhuman and evil. There is blood splashed on its face and chest and hands. It's hands are drenched in crimson, even though it could have finished anything it met quickly and cleanly with a single ecto-blast.

He saw it all through 'It's' crimson eyes…

It paused for a moment, seemingly savoring the moment before raising a clawed hand with obvious slowness, holding it up in the air ominously.

He felt every emotion 'It' felt…"

The terrible expression on the monster's face grew more pronounced. It is eager to kill, to destroy again…

Sam put her good arm over her head and drew against the wall even more.

"Danny!" she gasped, "why are you doing this!?"

The Phantasm standing before her paused, clawed hand raised. A casual, surprised look came over the beasts face.

"'Why'?" the monsters deep voice was almost identical to that of the other self, the one seeing all this in his mind in his padded cell. But there's an extra echo to it, making it hollow. "Ah, Sam, that's easy."

The monster's near innocent expression morphs, and the expression now on his face bears only a slight resemblance to the smile it is actually meant to be. He draws back his lips to show the fangs in his mouth. There is blood on them.

"It's because I can!!"

He draws back his raised hand, and ectoplasm flickers around it, casting a sickly green glow on his face.

Those dreams always ended the same too.

The nightmarish creature is laughing as he brings down his hand and the lethal plasma around it on the girls head.

"NOOOOOO!"

Danny yelped as his head meets the ground. He lies on his back, stunned for a few seconds. It takes him another moment to realize the throbbing on his head is from him falling out of bed in his unconscious panic.

Danny pulls himself up into a sitting position, looking at his feet. He is in his own room, not the burning, crumbling city of his dreams; those are his NASA posters on the walls, his basketball on the floor near the mirror-

His eyes go wide and he whips his head around to look at the mirror. His own reflection stares back, fearful and with bags under his eyes from constantly disturbed sleep.

"Oh…" he breathes a cautious sigh of relief.

For just a few seconds, he thought he'd seen that older, twisted version of himself grinning sadistically in the glass.

It was then he'd decided…

Danny leans over the bathroom sink, his hand pressed against the bathroom mirror, shadows reflected oddly in the artificial light.

He stares down at the faucet for a moment, refusing to glance at the glass he can feel under his hand. His thoughts aren't churning the way before they were before, because he's made up his mind. His hand tenses and clenches slightly.

He just wasn't going to sleep anymore…

The first night that he will not even attempt to sleep, he waits it out, sitting on his bed trying desperately to keep his eyes open. He feels almost numb by the time the sun begins to shine through the window as dawn approaches,

After all, if he didn't sleep, he couldn't have the nightmares anymore!"

He'd just have to wait it out until he thought they were gone for good.

School. Danny blinks blearily, realizing the blurry shape in front of him is Mr. Lancer. The man frowns, and holds out the essay with Danny's name on it.

Even if there were a few negative side effects.

Danny smiles sheepishly upon seeing the red 'F' on it and looks at the floor, the kid next to him, his own shoes, the ceiling, anything except his dismal grade or Mr. Lancer scowling.

And… things began to feel… dreamlike… as if he was disconnected form reality for short periods.

Danny cradles his head in his hands, staring at nothing. This feeling of numbness that threatened to overflow him… what was it? Was it because he hadn't slept in weeks? How long would normal humans be able to go?

Danny wishes he knows.

But he was too afraid to try to go back to sleep again.

Danny Phantom leans backwards quickly, ducking lower then he'd known he was able to as the slimy ectoplasmic tentacle whips through the air where his head had been only few seconds before. He straightens up to glare at the ghost floating in front of him. It's a dripping monster that seems little more then a pile of glowing ectoplasm with tentacles, glowing red eyes and a toothless mouth. Behind it, Amity Park is cast darkly against the sky, the crescent moon providing minimum light.

But for some reason… there hadn't been any bad impact on his ghost hunting. In fact…

Danny pulls back his fist as he begins to fly towards the monster, ectoplasm charging around it to add more force to the punch.

His fist collides with the ghost's slimy face and the creature is sent reeling back, unconscious and easy to capture in the Fenton thermos. Danny blinks, a little surprised. He hadn't put THAT much power behind the punch!

It almost seemed like he was becoming stronger!

Six months since Danny ceased to sleep. He glares angrily at his opponent; refusing to give in. he won't let it beat him! He's faced much worse then this!!

But the fact that his parent grounded him due to the terrible, horrible things it said isn't really helpful.

His report card sits on the floor and the F's stare evenly up, not wavering a bit.

Danny really, really, hates that piece of paper.

"I'm not surprised Mom and Dad grounded you for three weeks. Honestly Danny, what's going on?"

Danny looks over his shoulder to see who spoke and notices Jazz, hands on her hips, standing in his doorway.

Danny's scowl grows more pronounced again and he turns away in a huff.

"Go away Jazz!" he practically growls.

Behind him, Jazz's anxious look becomes a frown as she stares at her baby brother's back. Danny can feel her gaze prickling on the back of his neck and he draws up his shoulders stubbornly.

Jazz sighs after a moment and turns to leave, stopping to glance back at Danny for a moment.

"Danny… Look, you gotta remember you can talk to me about anything. I know something's up… and I'm gonna find out what it is. You can't handle everything by yourself all the time… even superheroes can need saving."

Danny waits until he hears her leave and close the door to her own room before glancing back at where she'd stood. A pang of guilt had gone through him at her parting words. And he can't help but feel slightly remorseful at his angry actions.

He shakes his head and turns on the TV perched where the mirror used to be. He got rid of that thing two months ago, when he became unable to stand seeing his own reflection. He sits and watches without paying attention, not noticing that it's already becoming sunset in the time he's been there.

The strange dream-state that's been occurring more and more often slips over him and Danny is too dazed to notice his eyes slipping shut.

"Ah!" Danny's eyes snap open, realization coming over him that he'd been falling asleep. He blinks and looked around, realizing he is no longer in his room, but instead, seems to be standing or maybe floating, in a dimly lit empty space. The light had a dull rust orange color to it.

Danny looks about, confused. If he is dreaming, it isn't much like the nightmares he'd come to know over the last year and a half. A strange feeling on the palms of his hands makes him pause and he holds his hands up, staring at them with growing shock.

"What… what the hell… what is this?" Danny says, staring at the far too familiar symbol outlined in glowing green ectoplasm on his palms; a gear with the overlapping initials 'C' and 'W' within it.

"Isn't this… Clockwork's symbol?" Danny mutters to himself, shaking his hands a little as if to see if the glowing mark would fall of his skin "what's going on?"

Something grabs the back of Danny's shirt.

Suddenly, Danny feels hands grasping all around him, their appearances similar to human limbs at first glance but looking for more then a moment shows otherwise; they're twisted, and rubbery in shape, the skin death-dry and an ashy grey in color, each one reaching towards the ghost-boy.

Then the bodies and heads of the ghoulish limbs come into view.

Vaguely human in appearance, they have the same, papery, corpse like appearance as their arms, shoulder-less and possessing heads which were little more then lumps upon their bodies, with flat faces and blank, silver and black eyes. The… creatures… reach forward, each straining to get a hold of Danny, all of them howling in rasping, accusatory voices:

"LOOK WHAT YOU DID!!"

Danny feels himself go momentarily mute as no less then fifteen of the hands manage to get a hold on his shoulders, arm and legs and begin to pull downwards, attempting to drag Danny down.

Their murmuring voices muttered randomly around him, before one with a grip on his shirt says louder then the others,

"It's all your fault!!"

The others immediately pick up the chant as even more of the monsters surge forward to catch hold of their prey.

Danny manages to find his voice and yells as he yanks away with his arms and tries his best to push himself upward.

"No! Stop it!!"

The weight of the combined ghouls is winning and Danny feels himself pulled backwards, the ghouls who had yet to grab hold managing to secure grips upon him and continue to tow him down.

"All your fault, all your fault, all your fault…"

"Stop!! Leave me alone," Danny gasps, struggling. He feels like he's drowning, the ghouls, his ears filled with their condemning words.

"Allyoufaultallyourfaultallyourfaultallyourfault-"

With a last desperate ounce of strength, Danny manages to free one arm and stretches it out towards the non-existent sky, Clockwork's symbol still glowing upon his hand. As he feels the monster's fingers beginning to brush his neck and the side of his face, Danny screams with his all his might to whoever might be there to hear,

"I DIDN'T DO ANYTHING!!!"

BBBBLLLLLLAAAAAAAAAAAAMMMM!!!!

The howling siren-like noise makes the ghouls and the glowing mark on Danny's hands and the weird, dim emptiness to vanish in an instant as Danny snaps awake.

"Huh?..." he stutters, looking around before noticing Jazz crouched next to him, Fenton Air-horn in hand. Danny blinks in confusion at the pale blue light coming through his window. He's been asleep for a few hours if the darkness outside was any clue.

"Danny, you need to talk about what's going on." Jazz's voice brings his focus back to his sister's anxious face. She's staring at him in a way that makes him cringe, and Danny has the distinct feeling he was gonna have to talk to some extent.

"No more keeping things to yourself!" Jazz voice is hushed as she walks out of the room to head down to the kitchen. Danny follows her mutely.

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"Nightmares?" Jazz looks at the black haired teen slumped at the kitchen table next to her "that's what's been bothering you?"

Danny's eyes are riveted on the tabletop. "Yeah." He mutters, "That's it"

He decides not to mention what the dreams were about.

Jazz lifts the coffee mug in her hand and swirls the coffee a little, a small frown on her face as she thinks. "Makes sense…" she says to herself "The exhaustion, the grouchiness, the slipping grades… Let's see… Nightmares… Um…"

She gives a frustrated sigh. "Well, to be honest, there's not a whole lot available about treating nightmares. I mean, if you already know the dream isn't real…"

Danny says nothing.

"So…" Jazz continues, looking thoughtfully up at the ceiling "maybe try reading something that'll occupy your thoughts before you go to bed. Try not to watch that many violent TV shows or video games… or… if it gets worse…"

She looks off to the side, knowing Danny's reaction to her next words will be… less then thrilled.

"The best thing to do would be to see a therapist."

Danny's previously blank expression morphs into a scowl. He is still smarting from his experiences with Spectra, even after almost a year and a half.

Jazz groans as Danny glares. "Ok, ok, I know that look… but if it gets worse, we gotta consider it! Anyway, I'm not an expert on this particular subject-"

"For once" Danny interrupts, voice oozing sarcasm

"Yeah, yeah. Like I was saying, my knowledge of how you'd treat a 15 and a half year old boy for nightmares is… limited… but…"

Jazz's face is all concern now

"I need you to promise that if ANYTHING gets worse, you'll come to me and we'll get some real professional help for you. If this gets too serious, it could have some really bad effects on you. You got it, Danny?"

Jazz leans forward a little, making sure her brother is looking her in the eyes

"Promise me you won't just try to fix yourself!! Promise?"

Danny stares evenly at her for a few moments, face totally neutral, before answering her, "Yeah, Jazz. I promise…"

For that one moment when he spoke, Danny suddenly looks much older, but not as if he was a young adult; he suddenly seems to possess the eyes of a weary old man, instead of the teenager he is.

Jazz smiles in relief, and hugs Danny.

"Thank you, little brother…" she says quietly.

Danny just holds still, staring over his sister's shoulder at the kitchen wall. There's a squirming, unpleasant feeling in his stomach.

If there was one extra talent he'd learned from ghost hunting…

Danny closes his eyes as the sensation in his stomach fades. The feeling had been guilt.

…It was how to be a convincing liar…

"GROOOOWWWWAAAAARRRR"

The roar echoes about the alley, as the light from the capture beam casts an eerie luminescence on the dumpster and a few trashcans.

The ghost howls as the Fenton thermos sucks it in. its groan trails off as it's fully confined within the metal cylinder. Danny grins as he caps the thermos, "Buh-bye, Gruesome!"

He smiles smugly as he begins to walk down the alley, tossing the Fenton Thermos gently up and down in his left hand as he walks, "Man, ghosts recently… it's like beating them just keeps getting easier and easier-"

The foot Danny has just set down tingles, and a single glowing green spark of energy buzzes off it.

Something seems to break within him and suddenly Danny's sight is tinted acidic glowing green. Ectoplasmic energy seems to explode from within him and surrounds him in a pillar of glowing light, flickering like flame. Electricity crackles about him and a pressure seems to grow in his chest and stomach.

It doesn't hurt though. It's as if he's been super charged, a massive rush of energy filling him. The only similar thing he can think of was when he was first granted (cursed?) with his ghost powers, but with none of the pain from the electrical shock.

Danny gasps, as the surge seemed to grow, hugging his arms to his chest. Something new is happening now. The edges of his body seems to waver, the ecto-plasm that forms his ghost-self seeming to shift and break away and reform to his body, causing his very shape to begin to alter. Danny stumbles forward before falling to his knees as the power rush continues to increase.

As suddenly as it had come, it stops. The energy suddenly ceases billowing around him and seems to be sucked back into his body, his shape re-solidifying itself.

Danny blinks and sits up. The feeling of pressure is still present, but lessened considerably, so it's barely noticeable.

But it's defiantly still there.

A pang of fear goes through the ghost-boy's mind. He sits for a few moments, mind blank. He feels something cold against his knee and glances down. The Fenton thermos has rolled next to him (he had dropped when… 'It'… had happened… whatever 'it' had been)

That was right. He needs to return the ghosts he'd caught that night to the Ghost Zone.

He didn't know what was going on…

Danny picks up the Fenton thermos and floats into the air, his legs fading into a ghostly tail. He turns away from the alley where nothing had happened, nothing of importance, nothing he needs to worry about…

So he just pretended it hadn't happened.

Danny pauses midair. The pressure in his chest is still there, nagging at him. He glances back slightly.

But he just couldn't shake the feeling… that something was going to happen…

…Soon.

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Danny's eyes widened as the images flashing before his brain lost their lucidity and becoming random snippets of memory, each gone as soon as the next.

Valerie turned to smile at him with amusement, picking a tulip from a bin next to some sunflowers…

Go away.

A glowing orb of green and white cast an eerie light on the old-as-time ghost, his cloak billowing behind him as he turned away…

Go away.

Glowing green ectoplasmic energy surrounding a too-familiar arm, the molecules separating and rejoining around ebony black bones…

Go away.

A ring glowing between his fingers as he lifted from the spot where it had fallen, unnoticed by all but him…

Go away.

A red haired girl crying, desperate, anguished, angry…

Go away.

Two Observants standing shoulder to shoulder, staring at him condemningly, accusing him, always accusing him…

Go away.

Sam reaching for him, hand outstretched, trying to save him, save him from what?...

Go away.

The light seems blood-red, a glare reflecting off the blade-like claw on the ghost's glove, a twisted grin on it's masked face, assuring him he deserved this, he had this coming…

Go away.

A feeling like nausea in his chest, and a chill spreading from the point right next to his heart, creeping through his vein and a blankness filling him as his vision turned to black-and-white lines, the green iris in his eyes swallowed by black…

Go away, go away, GO AWAY!!!

"Ah…" Danny murmured as the images finally faded altogether, returning him to his reality, his nice, padded, ghost-proof cell…

He leaned against the side wall and was silent for a moment. The feelings of shame and terror that always accompanied his memories began to creep at the back of his mind. Really, it was kinda funny… how depressing his past was…

"Heh" Danny chuckled under his breath. Pathetic really… hilariously pathetic…

"Heh. Heheh. Hah! HahahahHahaHahahahaHahaHeh. Hehheh. Oh man! Heh." Danny's quiet snickering turned itself into a full-fledged laugh, making him almost fall over, his sides hurting. He quieted after a moment, his fear subsiding.

Some part of his broken mind noticed that he only laughed when things began to really upset him… sometimes he would collapse into hysteria from his own distress and sometimes he would laugh and laugh until it was gone…

'But I just couldn't shake the feeling… that something was going to happen…

Soon.'

Danny grinned sadly.

"I hate being right about stuff like that…"

My most despised hallucinations…are those replaying fragments of my memories…

Danny looked off at nothing without turning his head. His eyes were unfocused, had been unfocused almost since the moment the GIW and Kwan had left.

He'd just recalled something.

A final image was appearing on the other side of the room;

His younger sixteen-year-old self, returned home, safe and apparently in one piece after he'd first felt his power explode around him as his very physical form briefly changed. He lies in his bed on his side, his hand held up to his face. He stares at it, examining it for anything odd.

It was almost right after that first weird surge of power when he was sixteen… That he became entirely unable to sleep.

The young boy stares for what might have been hours, maybe minutes, maybe seconds. Then he places his hand down on the bed and stares at something only he could see, eyes confused and stricken.

Unable to sleep even when he wanted to…

Danny closed his eyes and felt the tangible exhaustion in his body, an exhaustion that had become a hum in the back of his mind.

And he also felt that old nausea and pressure in his chest, a constant remainder of something he really shouldn't have done.

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and there's chapter three! Next chapter things actually start to pick up! the next chapter should be up in around three weeks (sorry for the long estimate). Yeh, and don't forget to Read and Review if you liked it! Thank youz