Disclaimer: I do not own Jonny Quest or any works of H.P. Lovecraft and the Cthulhu Mythos. I am making no money off of this and it is purely for fun and enjoyment.

Chapter 14

The flight landed in D.C. late and by the time Race and the kids had returned to Intelligence One Headquarters the time was approaching midnight. Race had gone to Director Corbin's office, but the man was not there. Race send his superior a text message saying they had returned, while Jonny called his dad.

"Dad's upstairs." Jonny reported, heading towards the elevator.

A few minutes later, they reunited with Benton, who had been studying more information on the strange blood sample as well as delving into the history of the mythos of Cthulhu. Standing he rubbed his eyes as Race and the kids entered the room.

"We were worried!" Benton exclaimed, "I tried to call you numerous times."

"No service where we were." Race explained. Stretching he removed his jacket and went to hang it up in his adjoining bedroom. Returning a moment later, he sat down with the others.

"So what happened?" Benton asked as they all gathered around the table where Benton had been working.

Race filled Benton in on the details of their trip, omitting the information about the sample. He planned to wait until tomorrow for that. Benton did the same, explaining they had spoken to Sheppard's sister and she had given them the box with its ominous contents. Race nodded as Benton finished his back briefing, then stood and stretched.

"I need a shower and then some sleep." He said, adding a yawn as if to solidify his statement.

As their bodyguard headed into the shower, Benton watched the man leave and then turned to Jonny and Jessie. "Something's bothering you two, I can tell."

Jessie averted her eyes, twisting some strands of her long deep, red hair around her finger. "I think..." her lip trembled as she began to speak, but taking a deep breath she gathered her composure and said, "I think there is something wrong with my dad."

"What do you mean?" Benton asked, but he had gotten them same feeling from Race's nonchalant behavior and seemingly uninterested demeanor when they were recounting the events of the day.

"He's acting strange," Jonny added. "Like he's possessed or something. But it comes and goes."

Benton thought back to his conversation with Phil, and how the Director had been suspicious of Race as well.

"He grabbed my arm," Jessie said, "It hurt so bad. He'd never done something like that before. Never!"

Benton placed a comforting hand on her knee and said, "Perhaps he's just exhausted, we all are. But I'll talk to him and see if there is something more to it."

Jessie nodded, but she wasn't completely put at ease. "I hope it is just that, Doctor."

Benton smiled warmly, trying to comfort the frightened young girl. "You two should get cleaned up and get some sleep."

"I don't want to be alone tonight." Jessie announced. She hated feeling so weak, but as the day came to a close, the memory of what had transpired would not fade.

"I'll stay with you, Jess." Jonny said, looking at his father for approval.

Benton knew that as Jonny and Jessie grew older, their bond of friendship was turning into something more. The only reason he hated accepting it was because, like any father, he didn't want to lose the innocent young boy that was his life. He knew Jessie shouldn't be alone; she wouldn't want to be with her father with her apprehensions about his behavior and it would arose suspicions in Race, if he was sick, that something was amiss.

Benton nodded his agreement. "I'll tell Race that you two went to get something from the cafeteria. I'm sure by the time you'd be getting back he'll be asleep. I'll even suggest he take something to help him sleep, due to the weariness. I'll text you in the morning, Jonny."

Jessie jumped from her seat and hugged the man that was like her second father. Even Jonny gave his father a meaningful hug, his anger with Benton replaced with his desire to protect Jessie at the moment.

"Now get going before he comes out. And no leaving the building again!" Benton ordered. The kids rose and quickly departed for Jessie's room. Benton watched them go.

Returning to his work, Benton waited till Race emerged from the bathroom, dressed in comfortable gym clothes. "The kids went to get something to eat." Benton said as he looked over some more documents.

Race picked up his phone, checking his text messages. Seeing none he said, "Where's Phil?"

Benton set his pen down and studied the other man, who seemed unconcerned about the kids being gone. "I don't know, Race, probably asleep. Why?"

Race shrugged then headed for one of the bedrooms off of the main suite. "Nothing, really. Goodnight, Doctor." Not waiting for a response he shut the door behind him.

Definitely something wrong. Benton surmised.

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The next morning Race was seated in Corbin's office. Benton and the kids were outside, waiting. Race struggled to refrain from itching his arm, but the burning sensation was growing.

Corbin glared at Race, not saying anything after Race had briefed him on what happened on the pier in Innsmouth. Corbin drummed his fingers on his desk, staring daggers at Race. Normally Race could take an ass chewing, but currently he wanted nothing more than to be as far away from his superior as possible.

Finally, Corbin spoke, his voice tinged with anger. "So what you're telling me is that you let your guard down and lost your weapon," Corbin stated. "And that you're sorry?!"

"Phil, when you say it like that," Race countered.

Phil held up a hand, cutting Bannon off. "I don't want to hear it, Race. What the hell were you thinking?" His voice was beginning to rise.

"You're the one that sent us there!" Race shot back.

"Yeah, I did. But I figured you had better sense then to wander off down a pier, basically isolating yourself and leaving no routes of escape. Then let a couple of fishermen somehow disarm you from fifty feet away! A rookie agent knows better than to do some stupid shit like that!"

"Look, if you had been there, you'd understand."

"Oh, please, explain." Corbin snarled, crossing his arms over his chest.

"It's the way they communicate."

"Excuse me?"

"They told me where the farm was!" Race tried to explain.

"Why didn't Jonny or Jessie hear these voices?" Corbin grilled.

"I don't know." Race shrugged.

Corbin's eyes narrowed with suspicion. "What else?"

"Like I said, they told me where the farm was and we found the vats."

"I'm sure you annotated its location through GPS, yes?"

Before Race could answer, he was cut off by the Director's desk phone ringing. Corbin held up a finger to Race and answered the phone. "Director Corbin."

Race watched intently as Phil spoke briefly with whoever was on the other line. Finally, he said, "I'll let you know. Let's plan for around lunch time. I'll call you later." Then he quickly hung up.

"What was that all about?" Race inquired.

"I'm trying a different angle on a line of inquiry. I need those GPS coordinates."

Race pulled out his phone and handed over the coordinates. Then asked, "A different line of inquiry. How so?"

Shaking his head, Corbin didn't respond. An awkward silence filled the room. Finally Phil sighed and said, "If you're not feeling right you need to tell me. Do you understand?"

Race nodded, "I'm fine."

"Bullshit," Corbin replied, calling Race's bluff, "However, since I can't prove otherwise..." He reached into his desk drawer and withdrew a handgun and two additional fully loaded magazines. Sliding the items across his desk he said, "Try not to lose these ones, alright? You can sign for them downstairs from the armorer. I'll let him know I gave them to you. Also, you do realize you're going to have to pay for the one you lost, right?"

Grabbing the weapon before Phil could change his mind, "I understand."

"Is there anything else you want to tell me?" Phil stated. Race could tell the man was still not convinced that Race was acting normal.

Race was about to reach into his pants pocket to produce the tin when the office door suddenly opened and Benton leaned in saying, "Something is going on in the hall."

"What the hell?" Phil grumbled. Standing he eyed Race and in a low, authoritative tone said, "We'll finish this talk later, Race."

Race sighed, thankful for the temporary respite then followed Phil out of the office where Jonny, Jessie, and Benton were waiting. Phil noticed that his assistant was gone and asked, "Where did Ms. Saunders go?"

"Agent Roberts was here, waiting to talk to you about the box," Benton explained as he motioned the group towards the hallway, "then they heard a commotion and left."

The group entered the hall and saw a group of agents standing in what appeared to be daze, watching a pale man wearing oversized clothing move slowly down the hall.

Corbin stepped forward and said, "Holton? What are you doing here?"

The man ignored him, continuing to approach. Corbin's assistant, Ms. Saunders stood between them, frozen in her place. Corbin stepped forward as Holton reached the woman and as she broke forth from her temporary paralysis she turned to flee back towards her office space, but Holton snatched her by the shoulder.

"What are you doing? Let her go, Holton," Corbin ordered.

Holton's eyes turned towards Corbin and they saw that deadness in his sockets. He smiled, then his gaze fell upon Jonny, his grin growing even wider. Saunders struggled to pull away from the man's grasp, but Holton didn't appear concerned with her anymore. With his free hand he lashed out with a hard, closed fists punch that connected with the poor woman's face with a sickening crunch, causing her to collapse to the ground.

"You son of a bitch." Corbin yelled and drew his pistol.

Holton screeched an inhuman sound then lunged, but not at Corbin, his target the young blonde teen, the son of Doctor Benton Quest. With speed almost inhuman, Holton closed the distance down the hall and as he moved his face split open, the jumble of tentacles pouring forth from his maw.

Shots rang out, the echoes sounding like cannon blasts in the confined hallway. Bullets impacted Holton's monstrous form, propelling the changed agent backwards. Greenish-grey ooze, not blood, leaked from his wounds. The creature staggered and as the shots continued, it eventually collapsed. Jonny turned and saw his bodyguard, Race, aiming his pistol at the fallen beast, the slide locked back to indicate he had emptied the entire magazine.

The other agents, broken from the daze, shook their heads, and as if walking on to the scene and not having been a part of it, stared at the dying, wriggling form of their former colleague.

Corbin went to assist his fallen assistant, her skin broken and bloodied from the vicious hit. A large bruise was already forming, her orbital bone was crushed, and she groaned, only semi-conscious. "Call for the medical response team!" He ordered to no one in particular as he cradled her head.

Jessie watched the scene before her, a sense of dread lumped in her throat. She watched as her father, the infallible "Race" Bannon lowered his weapon and strode casually over to the downed agent. The few agents who had not left to get help moved from the man's path.

Corbin studied Race as well, his behavior both strange and typical. Blinking, Corbin thought he caught a glimpse of something peculiar on Race's arm, but as quick as he saw it, it was gone. "Race, what..." He started, but couldn't finish.

Race acted as if he hadn't heard Phil and went to the prone body of Holton. The tentacles still protruded from his mouth; a few still twitched. A sly smirk crossed the white-haired man's lips and with deliberate movements, he pushed the magazine release button on his weapon, the empty cartridge bouncing off the floor with a resounding bang. Reaching into his pocket, he withdrew the other magazine he had just been given and loaded the weapon, letting the slide ride forward, chambering a round.

Staring at the squirming mass that covered Holton's face, Race aimed the weapon at the center of the abomination and fired. A shrilling wail escaped from some part of the thing, ooze spraying forth from the rounds impact. Race fired again, and again, and again, until the creature let out one last agonizing squeal and then was still.

His head swimming, Race was in a daze. He heard voices, they sounded like the voices of people he knew, people he loved, but he did not care. He could not tear his eyes from the thing he had just executed on the floor of one of the most secure buildings in all of D.C.

Then the voice returned. The Other Voice.

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Ears ringing from the sound of the gunshots, Benton shook his head and stared at his friend and protector as Race stood over the corpse of what had once been Agent Holton. The entire hallway felt frozen in time, no one moved, no one spoke. They all just stared at Race who still pointed his loaded weapon at the dead body on the floor.

"Stay back," Benton whispered to Jonny and Jessie, unsure what was going through the bodyguard's mind. Benton took a step forward when a loud chime reverberated through the hall. The elevator doors slid open and two medics rushed into the hall, unaware of the horror scene that mesmerized the group.

Suddenly, the area came back to life, the thuds coming from the boots of the medics as they trotted over to the fallen woman seemed to snap everyone back to reality. Benton saw Corbin motion to the men, who took over caring for the injured woman. Glancing at the Director as he stood, Benton saw the same hesitation in the other man as he slowly approached Race. Benton followed suit and stepped forward.

Without warning, a cry burst from Race's throat and he grasped his head, still managing to hang on to the weapon in his hand. Jessie cried out, seeing her father in the same painful state as he was on the pier in Innsmouth. Moving towards her father, Jonny grabbed her arm, holding her back.

"Let go of me," She protested, but he wrapped his arms around her, suppressing her struggles to break free.

Benton was at Race's side in a flash as Race staggered backwards and fell to his knees. Corbin came up on the other side of him and looked at Benton, unsure of what was happening.

"Race, what's the matter?" Benton asked. He noticed that Corbin was focused on the gun in Race's hand.

"Get away!" Race growled and lashed out an elbow at his long time friend. Side stepping the impromptu attack, Benton wrapped an arm around Race's back, trying to comfort the panicked man.

"Get off me!" Race shouted and lunged to his feet, knocking Benton off balance. He spun around, and as he did Corbin latched on to Race's forearm and with his other hand attempted to pry the firearm from his grasp. Phil felt a slight tremor in Race's forearm and as he looked at the source his mind was repulsed by what he saw.

"Drop the gun, Race," Corbin ordered as he struggled against Race's rage. "We're trying to help you."

Swinging across his body with his non-dominant hand, Race landed a punch to the side of Corbin's head, but the awkward angle of the assault was enough to take most of the momentum away from the strike. Corbin staggered, but did not let go, twisting Race's wrist, aware that the weapon was still loaded and ready to fire, Corbin fought against Race's enraged strength. Taking a chance, Phil let go of Race's forearm and used both his hands to gain possession of the weapon. He twisted Race's wrist again, and at the same time wrenched back on the big man's thumb. Race howled, but Corbin had been successful and the weapon slipped from Race's grasp. Attention focused on making the weapon safe, Corbin took his eyes off of Race, who threw a forward kick at the other man; the kick landed firmly in Phil's sternum, sending him sprawling to floor.

"Dad, stop it!" Jessie cried, no longer concerned with holding back her tears. "Don't hurt them!"

Her voice seemed to get through to him, causing him to hesitate momentarily as he looked at his daughter with a disturbing gaze.

"What's the matter with you?" She pleaded.

Benton took the opportunity while Race was distracted and hooked an arm under one of his arms. Race sneered at Benton and twisted his larger frame, trying to break the scientist's grasp. Then his other arm was hooked, and Race saw Agent Roberts had done the same to his other arm. Stronger than both men, Race tensed, but he felt a third arm wrap around his throat. One of the other I-1 agents had placed a choke hold on him. As he struggled, all four crashed to the ground.

Corbin was back on his feet and went back into the fray. He had tucked the recovered pistol into his suit jacket pocket after having removed the magazine and chambered round.

"Stop struggling, please." Benton was saying, his strength quickly diminishing as Race continued to thrash about.

Unable to stand by and watch, Jessie broke free from Jonny's grasp and ran to her father's side. "Dad, please, stop this!"

Again, Race's eyes locked with hers. Behind the queerness and rage, Jessie saw her father, trying to break free. She turned towards Corbin and noticed the Director's attention was not on Race's face, but his arm. "Do something!" She pleaded to him.

What he did, though, was not what she was expecting.

Reaching over, he snatched one of the medic's bags and rummaged inside.

"What are you doing?" Jessie pleaded, looking back at her restrained father, who amazingly was still putting up a fight, wearing the other men down. Jessie knew they'd have to do something quickly or else he'd break free again.

Corbin withdrew a plastic band and wrapped it around Race's upper arm. He tied it off, making a tourniquet.

"What are you doing?" Jessie asked again.

"Trying to save him." Corbin mumbled.

"Hurry, Sir," Roberts said, his breath coming in short gasps as he held Race's shoulder to the floor.

"Hold his hand, Jess." Corbin told the red-head. She took her father's hand and squeezed.

"It's okay, dad, stop fighting. We're trying to help you." She said, trying to talk him down.

Reaching into his pants pocket, Corbin withdrew a pocket knife and flipped the blade open. Repositioning himself he placed one knee on Race's lower forearm and the other on Race's hip, a move that would immobilize Race or at least minimize his struggles. Glancing nervously towards, Benton, Phil hesitated, uncomfortable with what he had to do.

"What are you doing?" Jessie asked again for the third time when she saw Corbin pull out the knife. He looked at her then looked at Race's arm. Jessie followed the man's gaze and saw the same as the Director. Something was under her father's skin, wriggling about, cut off from moving further up the arm by the tourniquet.

Jonny was now at Jessie's side, witnessing the struggle as well. He put his arms around Jessie, providing some comfort.

"Benton, you should…" Corbin stammered. His voice shaky, a slight tremor in his hand.

Benton shook his head. "If I move now, he'll break free." As if to drive his point home, he leaned down and tightened his hold against his friend. "You have to do it, Phil." Benton watched as the object moved along Race's extremity. "If it gets back to his brain it will take complete control again and we won't be able to stop him."

Nodding to build up his courage, Phil shot the Doctor one more pleading look, Benton said, "You can do it. If it gets away…"

Phil looked at Race and said, "Stop struggling, Race." When the big man didn't respond, but actually fought harder, Phil said, "I'm sorry, old friend. This is going to hurt."

Hands steady now, he grasped the meatiest portion of Race's forearm and sliced into the flesh. Race hollered out in pain as the knife cut into his arm. Blood flowed and ran down his arm.

"Do it quickly." Benton said, knowing what Phil had to do, not liking it, but knowing it was necessary.

Jessie bit her tongue as she watched. Beads of sweat were already forming on Corbin's forehead. Biting his tongue, he stuck his thumb and forefinger into the open wound, causing Race's body to lurch from the pain. "I'm sorry," Phil mumbled genuinely, but concentrated on his gruesome task.

Probing into Race's arm, Phil felt like he was going to throw up. He had done plenty of field expedient medical care during his days as a field agent, but nothing like this; nothing like digging into his friend's flesh to find some otherworldly, minding controlling, parasite.

Plunging his fingers down to almost to the second knuckle, he felt the object of the search. Something squirmed against the tips of his fingers and not wanting to lose the opportunity, he pushed deeper; Race screamed out, his back arching from the struggle; Jessie cried; and Benton and Roberts watched with a horrid fascination as Phil quickly pulled his fingers out of the wound, a dark, blood covered, worm-like parasite secured in his fingers.

Everyone, even the other agent that held Race by the neck, stared at the ghastly thing as it squirmed in Phil's grasp. Its segmented body was at least six inches long and an inch thick, fat in the center of its bulbous body; at what could only be the head of the thing, two pairs of pincers, one set vertical and the other horizontal, gnashed manically open and shut, trying to latch back on to its prey. Dropping the worm to the floor, Phil snatched up his knife and pierced the creature with the blade. It wriggled, trying to escape, but he twisted the knife and then cut the thing in two. For good measure he stood, then crushed the two pieces under his shoe.

Races breathing was labored and as he inhaled and exhaled, he began to relax. His body was physically exhausted and he was drenched in sweat. The three men that held him did not release him, but tightened their hold, anticipating that he might be feinting defeat in order to attack again.

"I'm...I'm...okay..." He finally managed to say.

He felt his arm being bandaged and watched as Corbin wrapped the wound he had just created. He released the tourniquet, allowing blood flow back into his upper arm. "I'm sorry. I don't know..." Race said again, his mind and body drained of energy. His head spun and he fought against the urge to pass out.

"Dad?" Jessie breathed. Her eyes were wet with tears, scared of what he had become and of what he may have become.

"I'm okay now. I swear it, Ponchita. That thing...it was..." His dry mouth making the word's difficult to speak.

"It's okay, Race, relax." Benton said. Trusting his friend and wanting to show that trust, Benton let go of Race. He glanced at Phil who in turn nodded to his men and they let go as well, but hovered closely just in case.

Benton helped Race up into a sitting position and Jessie immediately wrapped her father up in a tight embrace. Wrapping his arms around her, he spoke into her ear, "I'm sorry I hurt you, honey. I'm so sorry."

"It's okay, daddy." Jessie said and leaned back, looking her father in the eyes. "I can see that you are you again."

Phil sat on the floor, his knees bend upward, his arms wrapped loosely around them, his head hanging down. He looked relieved but also tired.

"That was quick thinking, Phil." Benton said as he came over to the weary man, placing a hand on his shoulder.

"Yeah, thanks, boss" Race remarked wearily, his head beginning to pound from the inside.

Sighing Phil looked from one man to the other. "I'm just glad it worked."

"Thanks, Mr. Corbin." Jessie said and gave the other man a quick hug as well. "You saved him."

Corbin cracked a fatigued smile and said, "I need a drink."

"Same here." Race agreed, but was surprised when Phil shook his head. Standing, Phil wiped his bloody hands on a towel he snagged from the medic bag and said, "What you need is a blood test."

"What?"

"Just because we got that one...thing doesn't mean there aren't others in your blood. Just like Holton."

Everyone turned back to the corpse that had already begun to disintegrate on the floor. Race's struggle had made them all forget about the transformed dead body in the middle of the I-1 hallway.

"He's right, Race," Benton said. "We need to make sure. I'll do the test myself."

"We're coming too." Jessie and Jonny said in unison.

Corbin cocked his head at Roberts, "Go with them." To the other agent he ordered, "Have someone come get this thing" He gestured at Holton's corpse, "off my damn floor."

He turned his attention back to the medics and his injured assistant. The two medics were staring mouths agape at the group. Phil held up his hands at the two young men and said "It's a really long story."

Race got back to his feet with the help of Benton and Jonny. Nodding his thanks to Corbin once again, he let Benton help him to the elevators, following Roberts. Jessie and Jonny also at his side.

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To Be Continued...

A/N: I hope everyone that is readying is enjoying this story so far. There will be more action soon and don't worry, Hadji will be showing up as well. Thanks!