Niles woke up before the alarm the next morning. As quietly as he could, he snuck out for a quick shower. Miss Babcock was awake by the time he got back, calmly combing her hair.

For the first time in years, Niles felt awkward around her. During the night, they'd had an actual serious conversation, which was rare for them. Telling Miss Babcock about the dreams felt too much like revealing a part of himself to her and he regretted it. He liked the facade of hating her he'd built up over the years and tearing it down was uncomfortable.

"Oh, there you are, Benson," she said easily. "I thought I was going to have to send out a search party."

She didn't seem to be feeling the same awkwardness.

"I went for a shower," he said gruffly, making a beeline for his suitcase.

"So that's what that smell was."

He made a face at her before shoving his pajamas in his bag. She smirked at him and grabbed up some clothes and her toiletries.

"I'm headed to the bathroom, if that's quite all right with you."

"Fine. Leave the door open."

She gaped at him and Niles flushed. "To this room, not the bathroom."

"I knew that," she snapped.

Niles just shook his head as she stormed out. He grabbed up John Babcock's journal to skim through while he waited, going over once more the parts when the man first arrived in Smythton.

It seemed he and Miss Babcock had to find the entrance to an underground system of tunnels. Once inside, they had to search for Jeremiah Babcock's carcass. It sounded like quite the lark.

As this sarcastic thought went through his mind, Miss Babcock came back in. She'd opted to go make-upless and was actually wearing a sensible sweater and jeans. Her hair was brought up in a simple ponytail, and she wore no jewelry. It was a rare look for her, and Niles thought she looked terrific.

"Slumming?" he asked.

"Oh, shut up, Hazel. I know better than to wear designer suits and heels underground. Now, let's grab some breakfast and get this show on the road."

"We'll need flashlights," he told her, "and maybe some food."

"Fine. There has to be somewhere to shop in this creepy little town."

"Actually, I think it's lovely."

"Well, you're probably not going to die here."

"You're not going to die here, either," he answered angrily.

"I'm glad you're sure. Now, can we get something to eat already?"

Despite the early hour, there were five people sitting at the dining room table. Niles eyed them nervously.

"We've got another two, Victor," Mrs. Comeau called as she came out of the kitchen and saw Niles and Miss Babcock. There were were two very full plates in her hands.

"Looks good," Niles commented to the young woman on his right. She looked to be about Miss Margaret's age, and she was delicately picking at a plate of bacon, eggs, sausage, and hashbrowns.

She glanced at him and gave him a shy smile. "Yes."

Beside her, an older woman glared at him as if she suspected him of being a dirty old man. Niles nodded to her, "Good morning."

Across from then were two young men and an elderly woman with twinkling eyes. One of the men boldly wink at Miss Babcock.

"Good morning, lovely lady," he said smoothly. "I'm Jake, and this is my cousin, Ben. We didn't expect to see anyone as pretty as you around here."

Miss Babcock gaped at him and anger flashed in her eyes. Afraid she would cause a scene, Niles reached over and squeezed her hand. Startled, her gaze turned to him.

As an explanation, he said, "Sorry, boys. She's mine."

Jake frowned. "Aren't you a little old for her?"

The elderly lady at his right tapped his hand. "Behave yourself, young man."

He scowled at her. "Mind your own business, lady."

Ben sighed heavily. "Jake, stop being a jerk. I apologize for my cousin. I'd like to say he's not often like this, but I'd be lying."

Several emotions went over Jake's face before it settled on anger that quickly changed to amusement. "Ben's right. Sorry. I can be a bit abrasive. I didn't mean anything by it."

Thankfully, Miss Babcock had watched all of this passively. Niles knew what a sharp tongue she had and he didn't want her to draw too much attention to herself.

"Next time," she said slowly, her eyes suddenly burning into Jake, "you might want to see if a woman is receptive before you hit on her in front of her boyfriend."

Jake met her gaze boldly, but he was the first to look away.

The tension was broken by Mrs. Comeau coming out with two more full plates. She smiled at her guests and set the plates in front of Niles and Miss Babcock before disappearing back into the kitchen. Miss Babcock dug into her breakfast without another word, so Niles did the same.

Everyone ate quietly, though the elderly woman made conversation across the table occasionally with the girl's mother. The girl herself kept sneaking glances at Ben, but she didn't say anything.

Niles was just finishing his plate and the two cousins were getting up to go when the elderly woman asked, "So, what are you boys up to today?"

"We're going to see some sights...Maybe meet some local girls." Jake grinned at her.

"Have fun." There was a peculiar look on her face as she watched the men leave the table.

When they'd left the room, her eyes snapped to Niles. He swallowed and put down his fork. Miss Babcock was still shoveling her food, so he put a hand on her thigh and squeezed.

She gasped and started to cough violently. Niles turned his attention from the old woman to help Miss Babcock. He patted her on the back several times, but the coughing continued.

"Are you all right, Ba...Baby?" At the last second, he remembered he was supposed to be her boyfriend.

"Water," she croaked.

If she could talk, she must still be getting air, he realized with some relief and handed her her glass. When he looked up, the elderly woman was on her other side.

"Let me help you, dear."

"Don't touch her," Niles barked, making the young girl by his side jump.

Niles drew Babcock away from the old woman. Looking into the stranger's face, his stomach knotted.

The woman smiled. It was a cold, calculated smile, completely opposite to the warm one she'd turned on him earlier.

Suddenly, her hands were around Miss Babcock's neck, and she gave a hard yank. Miss Babcock fell out of the chair onto the floor. The old woman's hands tightened; Niles could see her knuckles turning white. Miss Babcock was really gasping for air now, flailing her fists at her captor.

The other woman at the table jumped to her feet with a cry. "Nina, what are you doing?"

"Let go of her, you monster," Niles growled, hitting the frail body with his.

At the last moment, he remembered that the creature would leave the old woman's body for another. He'd have to be careful not to hurt her.

Nina staggered from Niles's body check, but it wasn't forceful enough to make her let go. He grabbed her hands and tried to pry them apart, but she was a lot stronger than any frail, elderly person should be.

"Let go...let go..." he told her, but she just kept grinning at him maniacally, her eyes like ice.

The teenager was screaming now, shrill, piercing bursts of sound that seemed to stab right through Niles's head.

"Don't just stand there," he grunted to her mother. "Help me."

The woman shook off her shock and came forward. Miss Babcock was hitting and kicking Nina, but her blows didn't seem to have any affect.

"Nina...Nina, stop this."

"I'm going to have to hit her," Niles panted reluctantly to his ally, still struggling. "I don't know what else to do."

Her eyes widened, but she nodded.

Niles pulled back, looking at the small body, wondering how to hit it hard enough to make it let go but gently enough not to hurt the old woman inside. When the other woman saw him hesitate, she took her hand and hit Nina behind the knee. When Nina's leg collapsed, she let go of Miss Babcock to catch herself.

Niles was on her in that instant. He pinned down her arms and straddled her waist, trying to trap her without hurting her.

The eyes that looked into his were devoid of sanity. Her struggles stopped and she smirked. "This was just to let you know that I'm here."

Suddenly, the coldness was gone, replaced by frightened confusion.

"What are you doing, young man?" Nina asked, her voice shaking. "What am I doing down here on the floor?"

Niles immediately got up and helped her to her feet.

"What should I do?" the other woman asked. "Should I call 911?"

"Are you all right?" Niles asked Nina, ignoring her.

"I...I think so."

As soon as she said this, Niles dismissed her and knelt by Miss Babcock, who was still on the floor. He quickly checked to see if she was breathing. He touched her lips with his finger and was rewarded by a soft tickle.

Absently, he heard the mother talking on a cell phone, but most of his attention was on the blond sprawled on the floor.

"Miss Babock...Miss Babcock, can you hear me?"

She opened her eyes and stared at him. At first she didn't even seem to know who he was. Then she blinked and said hoarsely, "There's no doubt now, is there, Butler Boy?"

"No. I don't think so."

He gently helped her to sit, pretending not to notice the way she clutched his shirt. Already, new bruises were forming over top of the old ones.

She took several deep breaths and he watched her warily, searching for signs of distress.

"Help me up, Niles," she said eventually.

He put his hand under her elbow and helped her to her seat. She was trembling but her face was passive.

Niles glanced at Nina and saw the other woman had her tightly by the arm. He knew there was no need. She was no danger to Miss Babcock now.

"The police are on their way."

"No police," Miss Babcock forced out. "I don't have time for police."

"But she tired to kill you."

"Easy, sweetheart," Niles said, still playing the doting lover. Then he turned to the others. "I'll just take her to our room to rest. When the police get here, send them up."

He pulled Miss Babcock gently to her feet, and she protested, "Let me go, Niles. I'm not going up to our room."

"Yes, you are." He squeezed her arm, trying to get his meaning across, then led her from the room.

"If you think..." she started.

"My God, woman," he cut her off, "don't you ever shut up?"

Her eyes widened but she clamped her lips together.

"Now," he continued, "I had to get you out of that room so we could talk rationally. Are you sure you're okay to go on? We still have two more days."

"One of these times, that thing is going to get lucky. I don't want to die, Niles. At least, not like this. I'm going to do my best to get it before it gets me."

"Can you even walk on your own?"

She pushed from him and swayed but didn't fall. "Satisfied?"

He wasn't really, but he said, "Okay."

"Now, let's get some supplies and stop this bastard."

XXX

CC was angry. She'd been angry for the past hour, and she couldn't see it ending any time soon. She was grateful for that anger. She had a feeling it was the only thing keeping her going.

Niles had remained beside her, silent and brooding. When she'd dared to suggest he go home and leave this to her, he'd shouted, so she didn't mention it again.

As they entered the thick forest that cradled the small town, she took stock of the stuff they'd gathered. No one had accosted them on their way, and they were able to buy everything they needed. A pack. Rope. Flashlights. Candles and matches. Food.

"Well, Butler Boy, this is it. Your last chance to back out and pretend you never knew me."

"Miss Babcock," he said evenly, "I have almost as much invested in this as you do. I want the nightmares to stop.

She studied him curiously, briefly wondering how bad the nightmares must be to make the normally unflappable butler come undone.

The forest was thick, with tall, bent trees bunched together, and old. CC could feel its age. Not a lot of sunlight broke through to lighten the gloom because the trees were too dense and the path was too small. It was overgrown but clearly visible and, as they followed it, it branched out into different directions. Someone was using them, maybe hunters or adventurous children.

The silence was rather creepy. CC found herself moving closer to Niles as they walked. Her eyes searched the trees around her nervously, and she wondered if someone would jump out at her.

"It's too quiet," Niles said in hushed tones.

CC agreed with him. Her experience with forests was limited, and she had no idea how foliage was supposed to feel. Was it supposed to have this hushed air of expectancy? Was it supposed to feel as if she were being watched?

"I don't like it," she whispered.

He looked around, searching the shadows. "Jeremiah could be anywhere."

Without thinking, she grabbed his hand. Realizing what she'd done, she was about to snatch it back when his fingers wrapped around hers and squeezed gently.

After a few minutes, she said, "Niles, I've been thinking."

"Now that's scary."

"We know how to put the whatever back to sleep..."

"You mean your great times six or seven grandfather?" he asked helpfully.

She glared at him but didn't loose his hand. This was Niles and at least she knew he wouldn't suddenly turn into some monster and try to kill her. If CC were being honest with herself, she'd even sometimes have to admit that she missed his digs at her when they were apart.

"Yes, him," she said through clenched teeth. "Anyway, we know how to put it back to sleep for another hundred years, but I wonder how we could destroy it."

"There's nothing about that in the journal."

"I know, but it's got to be possible, right?"

"I don't know."

"If we don't destroy it, it wins, even if it doesn't win."

He stopped and looked at her. "What do you mean?"

"I mean it gets to go back to sleep and wake up in a hundred years to try again...and again and again until it gets it right. And then it gets immortality and magic powers. It's not right. My grandchildren...or DD's grandchildren or Noels' grandchildren don't deserve to face that any more than I do."

"What are you suggesting?"

"I have no idea."

"Anything we do that's not in the journal will just be a guessing game."

"I'm aware of that. It just...Well, it's so frustrating."

"Maybe when we get in there, there will be a big flashing sign that says, 'To kill Jeremiah Babcock for good, do this'."

She raised an eyebrow at him and he winked at her. Suddenly, she was very glad that he was there with her. Not just because she wouldn't have to fight the darkness alone but because it was Niles who accompanied her.

CC smirked and Niles smirked back. She bumped his shoulder lightly with hers and started walking again.

"Do you think it knows where we are?" she asked.

"Probably, but we can't let that stop us. We know that two of us together can stop it if it doesn't have a weapon."

"It was stronger this time, Niles. I think being this close to its home is giving it more strength."

"But we still overpowered it."

"Maybe it let us."

"Don't think about things you can't change."

"I suppose you're right."

He stopped, dropped her hand, and clutched his chest.

"Niles, what is it?" She felt panic clench her stomach.

"I'm right," he gasped. "She actually said I was right."

When she realized he was kidding, she slapped him on the shoulder. Hard. "Not funny."

He made a grunt of pain and rubbed where she hit. He didn't look contrite, however.

CC huffed and hurried forward, leaving him behind. She walked swiftly, not giving him a chance to catch up. When she didn't even hear him trying, she stopped and turned to look at him.

He was walking slowly, almost dawdling.

"Has anyone ever told you that you are the most annoying man on the planet?" she asked, shoving her hands into her pockets.

"I live to annoy you," he answered, overtaking her.

They walked for a few minutes in silence before she said softly, "Why do you do it, Niles?"

"Why do I do what?" He didn't look at her.

"All of it. Every since the day we met, you haven't even given me the courtesy you'd give a common criminal. At first, I thought you hated me, but I don't think that's it."

"You don't want to have this conversation now."

"Why not? In a few hours, I could be dead. When will I have another chance to ask?"

"You won't be dead," he snapped.

"Pretending it's not a possibility won't make it any less of one." She thought a bit before adding, "It might actually not be too bad, being dead. The dying part might be unpleasant, but the peace, the silence..."

"If you don't mind dying, why are you here?" he asked tightly. "Why didn't you just succumb when it tried to kill you?"

"Oh, Niles," she said with a small, bitter laugh, "you should know me well enough by now to know I'm too stubborn to quit. Just because someone tells me to give up and die doesn't mean I'm going to do it. If I were going to give up on life, I would have done it years ago when I realized I was never going to have something real to live for. Death is just another enemy, and I plan to go down fighting."

He looked at her as if he were seeing her for the first time. Surprise. Wonder. Anger. Pity. Fear. All this and more was in his expression. She couldn't keep meeting his eyes, so she turned away.

"Anyway," she continued, "I've just always wanted to know."

"Do you remember the first thing you ever said to me, Miss Babcock?"

She shook her head, still not looking at him.

"You said, 'A chubby little butler. How quaint.'"

A small half smile came to her face. "I was rather chubby myself in those days and very insecure."

"And now?"

"I'm slightly thinner."

"I resented you for that comment, and I resented you for a long time. When I started insulting you, it was in retaliation...so were the pranks. After awhile, they just became comfortable. And fun. I liked that you never held a grudge. Not really."

"Are you trying to tell me that if I hadn't made that callous comment, we might not have spent the last decade and a half bickering?"

"Of course not. Knowing you, you would have said something abrasive sooner or later."

"And you're antagonistic enough that no matter what I said you would've used it against me."

"What can I say? You rubbed me the wrong way."

"I don't remember rubbing you at all, Rubber Maid," she deadpanned.

He gave her a look, so she laughed. There was no bitterness in it this time.

"If you had," he said, "I'm sure it would have been a purely forgettable experience."

"For me, apparently."

"I hate you, you know."

"I hate you more."

Then they grinned at each other.

After a pause, CC admitted, "I'm actually glad you're here with me."

She started walking again so she wouldn't have to see his expression.

"Why so you can tell it to take me instead?"

"Sure. That's it."

XXX

After about an hour of walking, CC was ready to just have the whole thing over with. She was tired of walking, tired of the gloomy forest, and tired of the fear that was quietly simmering in the back of her mind.

She wasn't used to being afraid, not real, physical fear. Normally, she dismissed it as an inconvenient, irrelevant emotion. The only thing she ever really feared was that her life would never change and she'd always be alone and unhappy.

Niles seemed anxious, which didn't help. Not that she was surprised. After all, he had almost no experience at repressing his emotions.

CC was worried about him. She hoped that once they got in there, he'd do the sensible thing and protect himself. She did not want him sacrificing himself for her. Even though he often whined and complained, he was noble enough to do it. She wasn't worth it and, if it came to that, she'd have to find some way to prevent it.

Tired of hearing nothing but branches cracking under her feet, CC decided to break the silence and ask something she'd been wondering about all day. "Niles?"

"Yes, Miss Babcock?" he replied wearily.

"About your nightmares..."

"I don't think we should talk about those right now," he told her tightly.

CC stared at him, wondering what happened in those dreams. What could be so bad that his face paled like that and his expression set as if in stone? Some day, she would ask him, but not today.

"I just...I want to know why."

"Why what?"

"Why you? What for? What's causing them?"

"I don't know, Babs. I really don't."

"But there's got to be a reason."

"We'll probably never know what it is."

"Do you think it could have been Jeremiah trying to take over your mind?"

Niles shook his head. "It started before Hallowe'en. Right around when Miss Fine decided to plan the party."

"John didn't mention anyone having nightmares in his journal."

This got a shrug. "Maybe he didn't know."

CC made a sound of frustration. "I want to know. Were you the only one having them? And, if you were, what does that mean?"

"I don't know. I don't care. I just want them to stop."

"You'd think you'd welcome them," she snapped. "You always seem to enjoy terrorizing me yourself."

His eyes flashed and anger swept all other emotions from his face. "Be quiet. Stop talking. Now."

His reaction was so severe that CC took a step back.

Her eyes widened. "Niles?"

"Of course he's Niles. I'd never be found in a butler," a voice tinged with scorn said.

CC's heart leaped into her throat and she spun, searching the trees. Niles moved closer to her, his face mirroring her shock. There was no one in sight. All CC saw were trees and grass. She peered into the dark shadows between trunks, but it was too gloomy to see much of anything.

"You're just walking to your doom," the voice continued, sounding almost amused.

"I won't let you kill her!" Niles shouted.

"Forget him," she growled "I won't let you kill me."

It laughed. "Oh, please. When you get down there in the dark, a place I've known for three hundred years, who do you think will have the advantage?"

"Men are always so sure of themselves," she scoffed, denying her fear.

There was no answer.

"Hello? Hello?"

She and Niles listened for several minutes, but the voice remained quiet.

"I think it's gone," Niles stated the obvious.

"I wonder if it followed us all the way from town."

"One thing I'm sure of, it's definitely related to you."

"What's that supposed to mean?"

"It's too good to take over a butler."

"I think it's just mad because it couldn't take you over. Besides the only butler I have anything against is you."

He barked out a laugh. "Are you trying to tell me that you would befriend a maid or butler?"

"Yes. I would. I have."

"This is the same woman who yells at Angelica, keeps trying to get her mother to fire the maid who saved her life, and who treats me like dirt any chance she gets."

"Has it ever occurred to you, Niles, that I treat you the same way you treat me? Maybe if you would have shown me compassion over the years, I might have been nicer to you."

"I don't believe it."

"It doesn't really matter, does it? Not now. We are about to go into these creepy underground caves, and they might be the last thing we ever see."

"Good point," he admitted, looking around. "Do you think it's watching us now?"

"I don't know, but, I think, as long as it's in a body, it's limited by that body's abilities. I don't think it's omniscient."

"If that's true, than we've got a chance."

"We're not beaten until we give in."

"And you never give in."

"That's right."