The air grew heavy with trepidation and unease. The night sky once full of stars was now an eerie black hole of apprehension. A magnitude of trees rose up around them. The typical sounds of the forest caused the hairs to rise and anxiety to grow. The shadows of the woods moved with misgivings and alarm. Every monster these men faced was hiding, waiting to attack.

Dean took the lead, his gun out and ready. Sam took up the rear spinning around as the sounds shifted about them. Eli stood between them, unsure of his own fears that he was about to face.

"Where the hell are we?"

Eli glanced around at Dean's question. At first he was just as confused as the brothers but then there was a spark of recognition. "The Thousand Acre Woods…"

The Winchesters shot him a look of wonderment. "Care to elaborate?" Dean asked.

"It's what we called it. Before we moved here we lived in Winsted Connecticut. Behind our house was over a thousand acres of woods, which separated old route eight and Highland Lake. We would spend hours playing outside. God, Lex knew those woods like the back of her hand." Eli shuddered as the past began to play in his mind. "One night, she and mom got into a really big fight. Lex stormed out of the house. When she didn't come home after a couple of hours, Leon went to go find her. They came back really banged up. I'd never seen Lex so scared before. To this day I have no idea what happened. She doesn't talk about."

Sam swallowed hard hearing the sound of footsteps stalking them from behind. "I think we're about to find out."

"Sam," Dean called out in a whisper pointing to a tree. "Please tell me it's not what I think it is."

Eli's eyes followed. "What is it?"

Sam took a mental note of the trees and the grounds encircling them. "A Wight." He swore.

"You're talking DnD to me." Both Sam and Dean glared at Eli. He shrugged. "I'm a nerd. Sue me."

"Wights are ghoul like beings." Sam nodded to the trees, which were dead or dying. Even the ground under their feet was decaying. "Wherever a Wight goes, death follows in their wake. Dead trees like this are telltale signs that a Wight passed through here."

"And their mean buggers," Dean added. "They're like a nastier version of a Wendigo but just as scary looking." Dean looked back at Eli. "They're hard to kill too. Like a Wendigo, fire's the only thing we've been able to kill them with. To a nine year old girl – her first experience with the supernatural world being a Wight, I can see why it'd be a fear. Hell, I'm a little scared just thinking about. I mean seriously, Dad got his ass handed to him by a Wight."

"Not helping Dean," said Sam as he continued to watch their back.

A sound forced the men stop and take aim. "I am seriously hoping we don't have to actually walk a thousand acres to get to the house because if this is a Wight, we're fresh out of flame throwers and shit out of luck."

Eli tapped Dean on the shoulder. "It's just a head."

"I'm going to suggest we run for it." Sam offered. "I rather not take on a Wight."

"I don't know it could be fun." Dean joked. Sam glared at his brother. "Alright, alright. We'll make a run for it." Dean caved.

The two brothers worked in unison. Dean gestured with his free hand. Sam somehow knew exactly what he was trying to convey because he moved next to Eli and pushed him into a run. Dean swept behind them taking up the rear as they rushed toward the house. Just as Eli passed the threshold, the door slammed closed splitting them up.

Sam tried to crash through the door. Several times he slammed his foot into the jam. It wouldn't budge. "Eli, go find Lex. We'll find a different way in," Sam screamed through the door. He waiting for an answer but only got silence. "Let's go around back."

Dean agreed and followed Sam around the the house. Something caught his eye. He turned left and found the Wight standing only a few feet from him.

The monster towered over the two brothers, which was saying something given Sam's six foot four stature. Its body was wrapped in strange rags that almost looked like dead grass. It's body was made up of rotting skin and brittle gray bones. Its face was cloaked by shadows but bright blue eyes glistened through the darkness. In its hand was the skull of a deer. Dean looked almost sickened realizing the deer had been alive only a few moments ago because blood still dripped from the shredded skin and it was steaming. "That's just gross."

Sam turned around before taking an involuntary step back away from the sight. Dean shot off a couple of rounds. Each one found its mark. The Wight was pulled back by the force of the shot but kept its ground. "Um, Dean… I think you just pissed it off."

"Yeah, um…" The Wight dropped the deer's head having found a better food source. "We need to get in the house."

Sam didn't argue. He ran around the side of the yard and around to the back off the house. He pulled open the back door. Dean was there and ran through. Sam followed before the door could cut him off. He slammed the glass door closed just as the Wight breached but to their surprise is disappeared in a puff of smoke.

"No wonder that's one of her fears. That thing's freaking scary looking! I mean with the deer head... I know I'm gonna have nightmares."

"Dean…" Sam called out as he touched his brother's shoulder to get his attention. "Dean… "

Eli glanced around the room. It looked like his living room. It smelled like his living room, but yet the hairs on the back of his neck refused to go down. No matter what his senses were telling him, his instinct wanted him to run. But where was he supposed to run to? He needed to get to Lex regardless of what stood in his way. Taking in a shaking breath, Eli gathered up his courage and made his way to the stairs.

And that's when he heard it. The heavy breathing, the ax sliding across the floor, the boots hitting the wooden floor. James was back. Eli pulled out his shot gun filled with salt rounds and turned around. James stood at the start of the hall and made his way down, the ax scrapping as he walked. To Eli, the ax was like nails on a chalkboard. It caused every inch of his body to go stiff with fear.

Eli forced down his growing fear with a swallow, raised the gun and shot. James disappeared in a puff of smoke. Eli didn't want to see what happened next. He ran up the stairs taking two to three steps at a time and raced down the hall to his sister's room. He reached her room and tried to get in. The knob twisted but the door won't budge. "God damn it!" He said shoving his shoulder as hard as he could into the door.

Again he heard the ax. Eli turned but he was too late. James was already on top of him. With a swift blow, the ghost used the blunt end of the ax and threw it into Eli's stomach causing him to fall to the ground gasping for air. Again James attack Eli with ax but this time Eli was ready. He caught the ax before it struck and pulled it away. Eli then brought it up and smashed it into the ghost, who merely disappeared before being hit.

Eli danced around trying to find where he would reappear, but he wasn't quick enough. James appeared behind him with his hand wrapped around Eli's head. James threw into the wall with such force Eli collapsed to the ground, unconscious.

Sam wasn't sure whose fear this was. His? Or Deans? But somehow the brothers found themselves back in their childhood home. They were in Sam's room. A baby was crying. Sam realized this was his fear. He swallowed hard as he moved toward the crib. He felt Dean grabbing for him but Sam pushed his attempts away and looked into the crib. A baby Sam laid there crying – crying blood and his eyes, they were yellow.

Sam and Dean both heard something behind them. Immediately they turned around to see Yellow Eyes staring at them. "You know this is what you were destined to become. Your daddy knew it too, why do you think he told Dean to kill you? You're going to be my champion. You're going to become me."

Dean had heard enough. He pulled out his gun and fired. Azazel laughed as the blood poured from the wound. "That stung." He smiled. "That little pee shooter won't work on me."

Sam sucked in a deep breath. "You aren't real."

"You can keep telling yourself that yet I'm still here."

Sam swallowed hard. "Dean, go! This is my nightmare. This is for me to deal with. Go find Lex."

For a moment Dean hesitated. He didn't want to leave Sam alone with The Yellow Eyed demon but at the same time, he knew it was just a fear and it was Sam's. Dean nodded and pushed himself out of the room. Just as he crossed the threshold the door slammed shut leaving Sam to face his worst nightmare.

Sam stated down Yellow Eyes with utter resolve. If this was supposed to his destiny then he'd fight it to his last breath and he would start by conquering his fear of it. "I'm all yours." Sam said spreading his arms. "I've got enough shit to deal with. So do what you want with me."

Yellow Eyes smiled. "Ah, Sammy… haven't you figured it out yet? My plans for you and the others? Or what about my plans for sweet innocent Alexius? I know you're in love with her. You are so desperate to protect her, but can you protect her from yourself?" As he spoke he slowly began to circle Sam like a hunter circling his prey. "Maybe instead of fighting it, you should just take her…"

"Are you just going to keep talking?" Sam said. "This is my inner self."

"How can you be so sure?"

Sam pulled out his gun, maybe Dean's gun didn't work, but his would. "Because I know myself and my worst fear is becoming you." Sam shot. His hand was study and his aim was true. The bullet sank deep into center of Yellow Eyes' forehead. The demon stumbled backwards before pulling himself up right. "How come…"

"… that didn't work?" The demon smiled. "This isn't your worst fear Sam." Before Sam could move, dark smoked coursed out of his mouth like a chimney and poured into Sam's mouth.

Dean paused. He expected to hear the sound of gun fire and fighting words, but instead he just heard silence. Silence was never a good sign, yet Dean knew the only way for this to be over was to find Lex and somehow convince her all this was a figment of her worst imagination.

When he turned around he found himself back outside. He could hear the sounds of the Wight sneaking between the trees. "Oh come on!" He yelled to the darkening skies above. "Seriously, this again."

The sound of screaming echoed. Dean raced toward it and into the woods. It didn't take him long to find a little girl trying to scramble to her feet. Her face had been slashed with blood dripping down her face and soaking into her white dirt covered summer dress. Dean remembered the pictures of a Lex as a little girl on her walls and immediately recognized her. He ran to her side checking the wounds. They were deep, but they'd heal. "Lex, you've gotta snap out of this."

"Leon!" She called out and reached for Dean. "It's coming!"

Dean took her face into his hands. "Lex, listen to me, you're not this little girl anymore. I'm not Leon and for you to wake up you need to face this."

Tears ran down her cheeks. "Leon, please help me."

Even though Lex was just a nine year old girl, seeing her like this grasped at Dean's heart strings. She was truly afraid. Dean was raised to protect people like her. He spent his entire life taking on the nasty things so a little girl like her wouldn't have to be afraid. He couldn't help but feel like he failed Lex so many years ago. And now when he could help, it wouldn't make a difference. Lex had to do this herself. "I'm not Leon. I'm Dean. Dean Winchester. Come on Lexi!"

"But Leon was supposed to save me."

"Not this time. This time you need to save yourself." Dean reached into his jacket and pulled out his special gun and handed it to her. Though fire was the only thing that worked on Wight, but he had reason to believe this would work. "You can do this."

The little girl held the gun in her hand. It was heavy. Several times she threw desperate glances to Dean, almost begging him to save her. It almost worked. The Wight appeared from behind the trees. Instinctually, Dean got between the innocent and the monster, before he took a forced step back. "You can do this Lexi. You're stronger than this."

With fear in her eyes, Lex pulled the heavy gun up and took aim. She fumbled and swayed, but her eyes grew fearless. The monster drew in on them. Dean was concerned she wouldn't be able to do this, but he had to let her. "Lex… come on. Before it gets any closer."

The girl sucked in a scared but fearless breath. Just before the monster's claw struck her, she shot. The Wright disappeared, as did the thousand acre woods. The smoke in the sky began to clear. Dean let out the breath he'd been holding and turned back to Lex only to see the woman he came to know. To his surprise, she was still in the same dress with the same claw marks across her cheek. "What the hell is going on? What are you doing in my dreams?"

"Don't worry I won't tell Sam." Dean joked in relief. "You've been cursed to relive your worst fears over and over again and you decided to bring us all along for the ride."

"What?" She glanced down at her hands realizing she was carrying Dean's gun. "But, is that even possible?"

"Apparently…"

Lex took a staged step backwards. "How do I stop this?"

"You need to face your worst fear. It's the only way you'll wake up and make this all stop."

"I'm a sleep? So you really are in my dreams?"

"No, the demon that put the curse on you was able to pull your worst fears and placed them in the real world. Anyone who goes into the smoke gets to play phobia-contest with each other. I'm willing to bet you're just an astral projection or something like that while you're body is back in your bed. Sam and Eli are trying to get to you as we speak."

"You split up! I know you spent most of your life hunting, but haven't you ever seen a horror movie! Geez, that's when people start to die!"

"This is your world not mine.!"

"I need to stop this before someone gets hurt." Lex pushed off of Dean and sprinted toward the house.

Dean went to follow her only to be stopped short by John Winchester. Dean went rigid. He was wondering when his fears would show up. "Dad…"

"Son…" John's face had been ripped apart. Rods and hooks dangled from his mangled body. Blood poured down his brittle fingers. The capable John Winchester he knew had been destroyed, because of the pit. "You did this to me."

"You made the deal. Not me."

"And this is what you do with the life I sacrificed for you? I told you to take care of Sam."

"I have been!"

"Then why is he still alive?"

Dean understood what he meant by 'take care of..' and growled. "He's my brother! He's the only family I've got left! If you had just…" Dean laughed. "This is ridiculous! I'm just yelling at myself. You're not real." Dean said walking away.

John reappeared in front of him. "I died for you. I went to hell for you. What did you ever do for me?"

"I was the good little soldier you wanted. I did everything you ever asked of me! Everything! But I refuse to kill Sam…"

"Then you condemn the world." Before Dean could move John raised his arm into the air and with power – power he shouldn't have he was able to lift Dean off his feet and slammed him into the side of the house. Dean felt his head bounce off the rock wall. Lights danced around his visions before he collapsed.