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Sam was confused to say the very least. He'd prepared himself to be left alone and then only a moment after his brother had walked out, the lights had kicked on and Sam watched Dean and the three woman come into the restaurant. The thick glass door did nothing to impede his vision, it only muffled sound, he had no problem watching the surprise on his brother's face as he was greeted by a host of echoes. If Sam wasn't in a box only slightly smaller than a coffin he would have laughed at Dean's discomfort. As it was, he was seriously concerned with running out of air and laughing would use it up all the faster.

With a slight groan, Sam shifted a bit, cursing his long limbs. As every inch of him was pressed up against one of the walls of the interior, he couldn't help the feeling of claustrophobia that was swiftly growing. Again and again he reassured himself that there was enough air to last him until sunrise, he just needed to relax and ignore the confines of the space. Easier said than done.

His shoulders brushed the sides of the cooler, his head was bent forward to allow for his height, his forehead pressed against the glass, and his legs were tucked up underneath him. All in all, he was as bent as a pretzel and his muscles were beginning to protest his position. That coupled with the fact that he was beginning to get hot, his body raising the temperature of the shut off refrigerator enough that sweat was beginning to bead on his forehead.

What he needed was a diversion from his predicament. He needed to take his mind off his worries, if only to focus it on a different set of fears. Lucky for Sam, as always his brother was providing him with the perfect distraction. Dean and the ladies had taken a seat at one of the booths at the waitress' urging. Sam could see the tension that held his brother in its grip and the way the older man's eyes kept darting toward Sam's prison. He tried several times to signal to him, that he was okay, but Sam was now pretty sure that by the lights of the restaurant his brother was unable to see him.

His first clue had been when he'd seen the waitress, one who wore the nametag Connie, approach the cooler and mime opening the door. What surprised Sam even more was when the woman finally turned from the refrigerator she'd held a couple of bottles of sports drink in her hands. Sam could only assume that Smith was strong enough to alter the reality of the building and everything in it. It would explain why after ten years of abandonment the place looked as if it were still in service. The spirit was so strong he was even able to change aspects of the outside world for one night a year. The off-ramp that hadn't existed before and the Panhandle were signs of that.

Sam found himself uncomfortably wondering just what they'd glimpse when Smith lost his grip on the place. At least fourteen people that they knew of had gone missing in the Panhandle that left fourteen rotting corpses to be found. Torching the place was quickly beginning to seem like a viable idea to the young hunter. Sam watched as his brother became more and more irritated, he could only imagine just what the ladies were saying that had his brother all worked up. Then again, Dean's upset might have something to do with the echoes that filled the restaurant. Dean was never comfortable when faced with spirits, at least not unless he had a shotgun pointed at them.

A flurry of activity caught Sam's attention as the woman in the booth in front of Dean suddenly jumped up brushing at her shirt. She was obviously the woman that dies in the bathroom, he watched with a grimace as she spoke a few words with Carla then passed right by Sam as she left the room in search of the bathroom. Pretty and young, the poor girl had deserved more than having her throat slit in a truck stop in the middle of nowhere. Unfortunately there was little left to be done about it except to destroy Smith. Unable to help himself, Sam pounded a fist against the glass. He wanted out now. The urge to be part of Smith's demise was overwhelming, yet here he was trapped and unable to get free.

With a growl, Sam watched as Karen suddenly shoved Melanie out of the booth, and slid out herself. The beautiful woman then spoke to Connie, her expression roving between the cooler where Sam sat, and the door to the panhandle. Whatever she said obviously upset the waitress as the woman took a couple steps away and watched with trepidations as both Frannie and Dean slid out of their bench. Frannie moved to stand directly in front of Sam, her shotgun held at the ready. Sam couldn't help but pound once more on the glass hoping to catch the slim blonde's attention. She, however, gave no sign of having heard him.

At first, she blocked his view keeping him from being able to see his brother or the restaurant. Unable to do much about it he strained his ears, listening for any clue as to what was happening. When she at last shifted enough for him to see what was going on, he couldn't believe his own eyes. There stood Melanie and Dean pinned in place by a monster of a man that held tight to a shotgun. The man was becoming more and more agitated despite whatever his brother was saying or maybe because of it.

"No," Sam shouted to his brother. "Stop now, Dean," he warned he could see just how ready and willing the giant was to take out the threat before him. Seeing as that threat was a combination of Melanie and his brother, Sam began to pound on the glass in front of him in earnest.

Just then Dean made his move, grabbing Melanie and whipping her out of range of the gun. The giant, garbed as a cook, took exception to the movement and fired. Sam's scream of rage tore at his throat as he watched his brother go flying backward only to hit the ground with a thump. No longer able to stop himself, Sam began to throw himself at his prison door. Over and over again he pounded against the door with the faint hope that he could shatter the glass.

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So many things happened in the instant before the gun went off that Karen had trouble processing it all. She'd heard Frannie's whispered remark about the killer heading their way and was torn between helping Fran defend Sam or getting a hold of Melanie, who'd somehow gotten between Dean and the cook.

Then before she could actually make a decision, she heard a slight scuff behind her. With trepidation she turned around only to meet Smith's dark gaze. The killer stood in the doorway, his attention divided between her, Melanie and Dean. Of the echoes-he seemed to care not a whit. He obviously understood the living posed the most danger to his existence.

Her attention was still focused on Smith, when she heard Dean try to plead with Carl and his shotgun. It was the sound of the weapon's blast that wrenched her gaze from the killer. She saw Dean fall to the ground and skid across the floor of the restaurant his momentum checked only by a table that was knocked over when he slammed into it.

Fear held her tight in its grip for a moment as she stared at the fallen man. Despite the fact that the room had turned into a free for all, he lay still as a stone facedown on the tile floor. It was the first time since she'd met him that she'd seen him so still. Heart in her throat, she ignored all the noise and confusion and made her way to his side.

With a plea to the heavens Karen dropped to her knees and reached one shaking hand out to gently touch his cheek. At her touch, Dean's eyes popped open wide and he drew in a harsh gasping breath. Relief flowed through her, causing her hands to shake uncontrollably, as she patted down the hunters broad chest looking for any sign of injury.

"'m okay," the green-eyed man whispered as he struggled to get his breathing under control.

"Just stay put," Karen ordered as she searched for blood.

Dean swiped ineffectually at her hands and growled, "I'm fine, no ammo."

Karen had his shirt halfway unbuttoned and was ghosting her hands over Dean's bare chest looking for injuries before his words finally sunk in. "No bullets? You're okay?"

"Yeah, really I'm okay," Dean assured her as he pushed her hands away once more.

As Dean began to level himself up, Karen drew a deep breath and struggled to compose herself. "You're okay," she whispered again as she helped him sit up.

"Karen," Dean said, his bright green gaze meeting hers levelly, "I'm okay."

His reassurance, offered so calmly, went a long way to quelling the panicked feeling that was beginning to drown her. With one last pat to his chest she nodded and held out her arm to help him to his feet. Once on their feet, they turned to take in the nightmare that the panhandle had become. Frannie stood steadfast in front of the cooler, her shotgun tracking the killer who was standing face to face with Carl. The cook was barking threats at the killer, and Smith was smiling grandly, seemingly unworried about anything the echo might do to him.

Melanie had gathered up Connie and the young man and was huddled in a corner the tire iron grasped in her hand and the echoes tucked in behind her. Karen could have killed her for that one. If anything the woman should have been using the echoes as cover not the other way around. With a huff of breath she started after Mel determined to make her see reason only to be stopped by a strong grip on her arm.

"Leave her, you'll only draw attention to her," Dean said as he eased his hold. "Frannie's covering her."

Karen flashed one more glance toward Melanie before she nodded. "Fine, where's your gun?"

Dean grimaced and nodded toward the line of booths to his left. "It slid under the last booth."

Though the handsome man was speaking to her, he never took his eyes off the killer and the cook. Both of who were at the moment sizing each other up. Carl seemed somewhat hesitant to fire his weapon and Karen couldn't help but wonder why. It wasn't until Dean answered that she realized that she'd asked the question out loud.

"He realizes something's wrong, he might even remember some of what's been going on."

Just then Carl spoke, "What have you done, Smith? What have you done?" The owner of the Panhandles voice cracked on the last words and his gun wavered just a bit.

"Done? Why you know what I've done, Carl," the killer said.

Karen shuddered at the sound of the killer's voice. There was no remorse in his tone and even worse he seemed to be taking pleasure in Carl's confusion. "I killed you all, and I enjoyed it. It was…" the killer gasped, "…fun. More fun than I ever could have wished, and I would have gotten away with it if it weren't for you, Carl. See, I screwed up when I killed Connie first, I should have done you before you got the chance to alert the police. Then I would have gotten away clear and free. Instead they caught me at the entrance, the bastards filled me with lead."

Unable to help herself, Karen edged closer to Dean needing to feel the warmth of his large body in the face of such a cold, inhumane confession. Smith tossed his knife in the air and deftly caught it, his sneering smile and twinkling eyes making it clear that he was thoroughly enjoying himself.

"You killed us," Carl suddenly raged as Smith's words seemed to finally sink in. "I came out of the kitchen and my dear sweet Connie was in a heap on the floor. I didn't even think I just hit the speed dial for 911 and dropped to my knees next to her. I felt the last of her warmth seep out of her body just before the tip of your blade touched my throat."

A glance toward Connie showed that the older woman was holding her throat her eyes so wide it looked as if they would pop out of her skull. Pity overwhelmed Karen as she focused once more on Carl. He was now advancing on Smith, the shotgun seemingly forgotten in his hand. His intent was clear, he planned on ripping the grinning maniac to shreds with his bare hands, despite the knife that the shorter man held.

Smith for his part seemed not at all worried as he egged the cook on by crooking his finger in a come and get it gesture. The killer seemed to feel that the echo could do him no real harm. Karen for her part wondered if it were true, dead or not she had no interest in seeing Carl killed while standing only feet away from him.

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Melanie when faced with the killer had herded the echoes into a corner and had taken up a position in front of them. Though in her mind she understood that she was in more physical danger than they were, she just couldn't help but respond to their helplessness. So there she stood, tire iron in hand as she watched Carl and Smith circle each other. Poor Connie was sobbing, her face buried in her apron. The woman hadn't taken her own death plus the death of her husband very well. In fact, Mel wasn't sure why they hadn't passed on already. After all, everyone that had faced their own death so far had moved on without pause. The feeling of failure didn't sit well with her.

Not that there was much to be done about it especially while Smith was taunting poor Carl. His every word seemed to bring a gasp and a wail from Connie. Dean at least had gained his feet that was something to take comfort from. Karen had gone darting after the poor man after he'd slid the length of the room and had helped him to his feet. It was obvious that though he'd gotten banged up he was going to be okay. Melanie's gaze darted toward Frannie and the drink cooler behind her.

It seemed as if the younger hunter might not fair quite as well. The idea of Sam's long lean body shut up inside that small box made Melanie feel claustrophobic, she could only imagine the damage it was doing to him. Problem was, how to counter-act Smith's power before Sam ran out of air. As she pondered the question she saw Carl make his move. The huge man darted forward, his intent obviously to wrap his hands around the killer's throat. Smith was too fast.

With a heart wrenching cry from Connie, Smith's knife was thrust deep into Carl's chest. The echo made not a sound as his knees buckled the knife still caught deep in his chest. Before Carl could hit the ground, he disappeared and the knife clattered to the ground. Connie now shoved hard against Melanie's shoulder trying to force her way past the redhead, causing Mel to stumble forward into Smith's line of sight. The killer's cold as the grave grin sent shivers up and down Mel's spine and caused her to shrink back in disgust.

"Melanie, move!" Dean shouted as he threw himself at Smith.

So mesmerized by Smith's feral grin was she that she hadn't even realized the killer had moved to within feet of her. Throat too dry to cry out, Melanie simply squeezed her eyes shut tight and lunged left. Though she refused to look, she would later swear that she felt the blade graze the skin of her neck as she fell to the ground.

As she moved, Dean collided with the smaller man a dull thud issuing from the clash of their bodies. Melanie groaned as she rolled onto her back to watch the two men grappling with each other only a few feet away. At first, Dean with his larger side obviously had the upper hand, he'd forced Smith backward until the man's back was up against a table. Dean then drew back his fist and landed Smith a blow right across his cheek. The spirit didn't even flinch he just accepted the blow and then lashed out with his foot.

The kick hit Dean hard across the thigh causing the hunter to stager back a few steps. Back and forth the two went, each vying to come out on top and neither gaining ground. They were simply too evenly matched, Dean needed help and he needed it quickly if any of them were going to come out of this alive.

It was then Melanie spied her tire iron. It had spun across the floor when she'd moved and had ended up nearly at Frannie's feet, only inches away from Sam's prison. A glance toward Karen showed that the other woman held her weapon in the air and was waiting for the chance to join the fray. Mel knew if her plan was going to work, it would have to be sooner rather than later. She gained her feet awkwardly but steadied once she was up. With another glance toward the fighting men, she darted toward the cooler.

TBC