"Didn't you hear that?" Charming asked Belle quietly, the footsteps had stopped when he did but he still strained his ears to hear if they'd start again.

"I didn't hear anything." She whispered back to him. He looked disappointed and cautiously started back down the stairs. He walked slowly keeping an ear out for the footsteps and sure enough once they'd gotten just over halfway down another set of stairs they started again and this time Charming was ready for it. He raced back up the stairs careful not to run into Belle. He was determined to find out who was messing with him.

"David!" Belle called after him. The light in the stairway flickered and he was gone.

Charming heard Belle call his name but he was on a mission, no turning back now. He whipped around the railing and took the stairs two at a time as he passed the fourth floor. He could hear the other footsteps ahead of him. Whoever they belonged to had to be just out of his sight but he or she was running out of room to run. The fifth floor was the top floor.

Charming slowed when he reached the fifth floor landing. He could still hear the footsteps as the crossed the threshold into the hallway but it was so dark Charming couldn't see anything. He patted where the pockets on his pants would have been but then he remembered he was wearing pajamas. No pockets. "Damn." The footsteps stopped. The air seemed thicker than it had before. Charming felt the hair on the back of his neck stand up.

Then an overwhelming urge to get the hell out of there came over him. Not one to ignore his instincts he cautiously made his way back downstairs. Every so often he'd throw a glance back up stairs to see if anything would follow him down. Nothing did.

He was about to just head back to his room when he remembered Belle was probably still wandering around somewhere. He couldn't just leave her alone, Gold would kill him. He went back to where he'd last seen her but she had vanished. He trotted down to the main floor, peering down the halls of each floor he passed. He quietly called her name a few times. He opened the door to the kitchen and peeked inside, still no Belle.

She must've gone back to bed already. He didn't remember hearing a door close but maybe she'd done it softly so she wouldn't wake Gold up. Even though he was too wound up to sleep Charming made his way back into his room and tiptoed back to his little spot on the floor. He lay there with his thoughts running circles in his brain. He kept waiting to hear footsteps on the floor above his room but everything was quiet.

Charming was only granted a few minutes of mentally retracing everything that had happened when a soft knock came from the door. Ruby shot out of bed and was at the door before Charming could even sit up straight. She flung it open to reveal a startled looking Mr. Gold. Snow shielded her eyes from the light streaming in from the hallway.

"Gold?" She mumbled her voice raspy. At least someone had gotten some sleep Charming thought.

"I'm sorry to wake you but have you seen Belle?" Charming's stomach dropped. Dammit.

"Isn't she with you?" Ruby accused as she crossed her arms. Her protectiveness outweighing her fear.

"Well if she was, would I be here right now?" Gold snapped.

"I saw her earlier, we were going to go down to the kitchen." Charming stood up. "We got sidetracked." He added sheepishly.

"Sidetracked?"

"Yeah I heard footsteps so I ran after them and when I came back down she was gone." He felt a little ashamed of himself but kept his eye contact with Gold. Prince Charming didn't flinch. Or at least that's what he told himself.

"What floor?" Gold stared into Charming's blue eyes with a glare that also betrayed his genuine fear for Belle's safety.

"Third floor, I think." Gold went pale.

"Shit."

He was already on his way downstairs with Charming, Ruby and Snow at his heels.

"What's wrong with the third floor?" Snow asked.

"Think of this whole building as a jail of sorts for souls." Gold said without turning around. "The third floor is like central holding. There's too many crammed into too small a space and if you draw their attention you'll get dragged in with them. After all, misery loves company."

The three of them stood in front of the third floor hallway. It was just as empty as it had been before but Charming did notice a heaviness to the darkness. The more he looked the more it felt too dark. The more it felt like something just out of sight was looking back at him. Or was that Gold's warning getting the better of him?

"How do we avoid them if we can't see them?" Snow asked softly. She wasn't looking down the hall but rather at the beaten old floor they stood on.

"Just don't show interest, you'll be fine." Gold said quickly as if he had better things to do than take the time to quell her fears. Charming reached out and gently gave his wife's hand a squeeze. Gold took a step forward. Nothing happened.

"Are we just going to wait out here all night?" Ruby wrapped her arms around herself. Her pajamas were quite thin and the air was colder on this floor.

"No." Gold answered, his voice sounded muffled by something only he could see. He moved his hand out in front of him and the air rippled around it.

"Sneaky bastards."

He took another step forward and this time the air rippled around his whole body like he had just jumped into a pool of water. The walls started to shake, but just in the hallway. Ruby, Snow and Charming didn't feel so much as a quiver from the landing but they could see the doors shaking in their frames.

Gold had become semi-transparent as if he himself was becoming a ghost. His hair was whipping around his head as if in a high wind but the three on the landing couldn't feel a thing. The hallway seemed to get lighter around Gold as he continued to gingerly step forward.

"Belle?" Gold called out. He could see people walking around him. He could see scenes of murders long since past played out in front of him. It wasn't very clear but at least he could see it. If Belle had been in here long enough he might not be able to find her. He watched blood splatter along a wall.

"Belle?!" A little louder this time.

"Rumple!" Gold's heart lept at the sound of her voice.

"Belle!" He shouted and started to make his way towards her. The whole hall shook even harder than before. Pieces of the ceiling started to fall and the wind picked up. Skeletal ghostly beings appeared from the doors on either side of him. They started to grab at him to hold him back. A few arms snaked up from the floor to grab at his ankles. He could barely see a blurry, ghostly image of Belle at the other end of the hall sinking down into the floor.

"Rumple!" He heard her cry. The fear and desperation in her voice made Gold's blood run cold. He was going to be too late.

The hands yanked on his pants, one grabbed his shoulder but he shook it off. Belle was going to be lost forever in this hell hole. Another trapped soul. The ghosts pushed hard on his shoulders and his knees hit the ground with a painful thud. The sharp pain in his bad knee brought him back to his senses. It also pissed him off.

From the landing Charming, Snow and Ruby watched as the semi-transparent Gold struggled against something they couldn't see. As he fell to the ground Snow made to help him but Charming pulled her back.

Then Gold slammed his hand down on the floor and an explosion of light came from the collision that was so bright the others had to shield their eyes. The wave of heat that came from it rivaled a large bonfire. They had to turn away from it. The whole building shook a little from the force, dusting sprinkled down from everywhere and when they turned back to the hall they could see Gold now making his way over to Belle who was sprawled on the floor at the far end of the hallway.

"Wow." Was all Charming could manage.