A/N:

I hope you guys had a great Halloween! I definitely did XD But now it's back to the humdrum of real life and trying to get things done. Including another chapter! XD I hope you enjoy!

Trixie felt a tiny glimmer of regret as Zalgo towered over her. If she'd stayed quiet, she could just let the Sickness invade her mind. She could have let the insanity corrupt her so that when she finally did die it would be in an illusion rather than his horrific and monstrous reality that she once again found herself in. But the rest of her, the majority of her, knew she'd done the right thing. Granted she was aware she'd be killed for this. But she couldn't let her last moments be left in cowardice. In her mind, being killed standing up for a friend was far better than dying in defeat. That didn't mean she wasn't scared out of her mind though.

Her arm ached, her head pounded and she couldn't stop shaking as the hot tears fell silently down her face. She was going to die, she knew it and she feared it. This wouldn't be like Ben where her ghost would return. She was going to be eradicated from existence. They all were. The thought made her shake and want to break down. But she couldn't move. She didn't dare. That little part of her was pushing her to stand tall. To take things as they came. To at least do one thing for someone else before she died.

Zalgo turned away from Slender, diverting his attention back to Trixie and the other Proxies. His charred lips pulled back to reveal sharp, jagged fangs that filled every bit of space in his mouth, acting as a cage around a flamed tongue. This monster had cast Jane aside like a broken doll after she'd done so much for him. What hope did the rest of them have for mercy or escape? Trixie closed her eyes. Waiting…

"Fearful blood…" Zalgo mocked, "It's so much sweeter than just plain darkness. Be proud, Proxy, being the first means you won't get to see your friends perish. Tell me, how does it feel?"

She shook her head, unable to answer. She wouldn't give him that satisfaction at least. The Sickness clouded her mind the closer he drew to her.

"I see Jane has already attempted to feed on you. Don't fret, this will be much more painful. After all… your kind is just food to be savoured, despite what foolish notions Slender has told you…"

Trixie whimpered, but didn't move. It was an internal battle between running aimlessly and just standing there to get it over with. Of course she was scared, she was terrified. But at the end of the day, wasn't it better to stand up to at least one fear before death rather than being hunted like a coward? She closed her eyes, wondering if it would be better to welcome the Sickness just to numb the pain a little. But she couldn't let herself give up that much.

The others didn't know where to look. The fact that Zalgo was distracted gave them a little more awareness of what was going on around them. But then that meant they were fully able to witness not only their friend being devoured, but also get a look into their own future deaths. They didn't want to watch. But they couldn't look away. Of all people, why was she the first to go? Some wanted to step in more than others, granted, but no one wanted the killing to start. Once it did, it wouldn't stop. They had to so something but they just couldn't. The Sickness around them, although lesser now, was still weakening them. And as much as they didn't want to admit it, they were scared.

"Over my literal dead body…"

Trixie snapped her eyes open. But instead of seeing Zalgo's burning, ashen figure looming towards her, she saw someone else. He wore a green shirt, with pale blond hair. He had his back to her, shielding her. She almost fell to the ground in relief, if she wasn't reminded by the fact that this wasn't over. But that didn't stop her staring in shock.

"Ben? Ben what are you doing?"

"Just copying you," He muttered back, "Winging it."

She stared at him like he was insane. Then again he probably was. Why was he doing this? She didn't want to see him die. Of course he was already dead, but that wasn't the point. She didn't want to see him get drained and vanish from existence. Maybe she really was being a coward by going first. She didn't know anymore, nothing made sense anymore!

Zalgo however, looked on in amusement. To him, all of this was just a pre-feast show. Of course his plan had been to, originally, get Slender out of the picture and then work his way through the others. But then Rochelle had to get all protective and noble… So he figured why not let her have one last moment where she felt like she'd done something right? It would make things so much sweeter when he ripped it all away again. Then Jane had to get so… pathetic. Now the Proxies were acting up again. For some it would be repetitive to have to put them all back in their place. But for him, after so long of waiting, it was fun. Why not drag things out a little more. He would need the practice for when he took his business to the surface world.

He sneered down at Ben, chuckling darkly, "Protecting a Proxy who's protecting a Proxy protecting their master… I see an unfortunate theme."

"I see us getting out of here." Ben returned, voice thick where it was coated in ash.

"How… pitifully optimistic. How?"

"Hell if I know."

Zalgo laughed again, "Oh… that's just pathetic."

"So is dragging this out just for fun. Look I'm all for mind games but this… it's getting boring."

"Shut the fuck up, bud…" Jeff hissed warningly.

Zalgo regarded him, a smile pulling at his lips, "I agree."

"So why don't you just get on with it?"

Alice glared at him, starting to struggle to her feet, "What are you doing?"

"Ben, stop." Trixie pleaded.

Zalgo loomed over him, baring down on him with his flamed eyes and colossal stature. His voice lowered, hinted with malicious curiosity, "Do you not feel fear? You're all as good as extinct."

"Honestly, I do, but here's the catch," Ben's eyes sparked, "If we're all already dead, what the hell have we got to lose in trying to kick your ass a couple more times?"

He laughed, "It doesn't look like you have much energy for that…"

"I don't know. Fear gives a hell of a lot of adrenaline. And you're giving it to us by the bucket load."

"You think fear will save you?" He mocked.

"You feed off of people hiding from fear," Trixie said suddenly, moving around Ben to stand at his side, "We're… not… hiding…"

BANG!

A chunk of ash exploded from Zalgo's shoulder, a lick of flame lashing out with it before recoiling back under the skin again. A wisp of smoke wafted through the air, leading all the way back to the barrel of a gun. Kate's gun. She was shaking. But at least she was standing. She had Jack hiding behind her and was aiming her gun at Zalgo for another shot. Her eyes golden and bright. It was unclear what Sickness dream she'd just escaped from, but she looked ready to murder whoever had just sent her back there.

Which in this case seemed to be Zalgo. However, instead of reeling or yelling in agony like her usual victims, he didn't say a damn thing. He just casually turned his head to look at his deformed shoulder. He had a similar reaction to when Rochelle had used Jack's scalpel to cut off his arm. He didn't seem phased at all. He actually looked a little smug about it, almost daring someone to try again. After a few moments, the ash in the air started to reform and congeal around the wound again. In a matter of seconds, his shoulder had completely healed as if nothing had happened. Just like this hand had been. It didn't surprise the others at this point. But it was hardly a comfort to see. Ben took a big step back, taking Trixie with him.

"Did you think that would help you in some way?"

"No," Kate said firmly, "But it sure felt good."

"That got to at least hurt a little, right?" Toby asked, a little hope in his voice.

But naturally, Zalgo didn't answer that. Instead, he just started laughing. That didn't matter though. He was distracted, that was something. The more distracted he was, the less Sickness was clogging their minds. One by one, the group started to regain a little more awareness of their surroundings. That didn't mean they were jumping up ready to run. But they were at least in the mindset to start thinking of a next move. A skill which was far more valuable than they could appreciate right now.

"It does hurt him…" Masky whispered hoarsely, "Just not much in small doses."

"I don't understand, why can we hurt him now? We couldn't before!" Alice groaned over the madness around her.

"Fuck knows, don't jinx it!" Jeff snapped.

"Zalgo is a demon of corruption and fear… By accepting our fear…" Shad muttered.

"We're not hurt by Sickness as much now. By fear," Trixie finished, blinking in realization. Had she actually started this? By standing up for Jack despite being terrified, she'd given them a way in? She didn't like to think so highly of herself like that so she put the thought aside for now. But what if…

"You're saying accepting fear stops his food supply? Gross," Toby muttered.

"Anytime ya want to join in?" Kate snapped, getting ready to take another shot.

"Small doses…" Ben muttered, repeating Masky's words. Thinking them over, "So… we make it a big dose."

"All at once?" Trixie asked, looking panicked. She couldn't fight! She didn't know how!

Hoody nodded in confirmation, then indicated towards Zalgo to warn then that he'd stopped laughing. They had to act soon before it was too late. They had distracted him, albeit accidentally, long enough for his Sickness to subside. They were by no means fit and fully conscious for a fight, but they were at least aware of their surroundings which would have to be enough. The sad thing was, was that they knew it wasn't going to be enough. But they had to try. Just the idea that they did something before they were exterminated was enough to get them to move. They would not go down without a fight.

Kate fired her pistol, the bullet slicing through the ashen clogged air and colliding with Zalgo's left temple. He didn't recoil or flinch as part of his head exploded, black charred mass trailing off into the dark, flames under his skin leaking out to try and heal himself. Instead he let out a low, warning growl, a flicker of rage crawling down his body. He was angry. Which meant Hoody and Masky had been right. They were doing some damage to him. They didn't wait to see just how much or, as the case may be, little they were doing. They couldn't risk it. Kate shot him again, and again. More little holes appearing in his burning form.

The sound of metal cutting through the air accompanied the exploding bullets as Alice threw her blade-edged cards outwards like ninja-stars. That was the good thing about weaponized cards, she had 52 chances to hit her target. And it was very rare that she missed a target. The cards sliced at him, embedding into his chest. His Sickness absorbed them, dissolved them, but they did leave open wounds. Wounds that Jeff took advantage of. He wasn't afraid of close range attacks. Jeff leapt forward, driving his knife into one of the wounds Alice's cards had left behind, pulling as hard as he could to make them more painful and gaping so more skin peeled away and flames escaped. He stabbed, again and again. It didn't feel right not having blood spattering around him, and the open flames being so close to him made his hands shake. Little Sickness flashes coming back to him. But he forced them away with his violence.

Toby, Masky and Hoody acted at the same time. By nature Hoody was a Passive Proxy and was not used to attack. But he was willing to try. Toby donned the same tactic as Jeff, attacking the wounds that were already available. He hacked away at them, the flames burning his own skin through his gloves but he didn't feel it. He was glad. It meant he could do a better job. Masky was a holder of most weapons usually. But his supply was limited. So instead he used one of Toby's hatchets since he always carried two. Hoody may not have had a weapon, but he knew how to get one. He scrambled up to one of Zalgo's hands that were near his size. He looped an arm around one of the black talons and added pressure, twisting his body until he heard an ear splitting crack. Now he held a jagged, broken talon in his hands. He had his weapon. He used it well.

Unable to just stand there and do nothing, and feeling that he had somehow helped in triggering this, Ben clenched his fists ready. He took a last look at Trixie, putting on a confident smirk for her sake, then took to the air without another word. He had a flight advantage to get higher and hit where the others couldn't reach. He felt his static charging under his skin and channelled them through his hands, blasting out bolts of electric when and where he could while trying to avoid hitting his friends. Not to mention trying to avoid the violent thrashings of Zalgo's arms.

As the attack ensued, Trixie and Shad watched. Shad could not use his shadows here while Zalgo was in control and he had no weapon. Trixie didn't know how to fight. She stared up at Ben in despair, hating that she couldn't help him or any of the others. She shook her head, flinching whenever she heard Zalgo retaliating. She looked at Shad, praying he had a solution. He wasn't looking at her though, he was looking at Slender. He grabbed Trixie's arm to take her with him as he rushed forward. They stopped at Slender's side, where he was still being shielded by Rochelle and Jack.

Poor Jack was sobbing. Whatever killer had had been, he was just a child now. Lost and scared. Unable to think straight. Rochelle watched the violence, wanting to assist in some way but she dare not leave Slender's side. If he fell too far into the Sickness then they really would be lost.

"We need to get him away from Zalgo, the Sickness will only make him worse," Shad said quickly.

"We can't leave the others!" Rochelle looked horrified, scared even.

"I know, but we need to get Slender away!"

Trixie shook her head, "There's nowhere to go!"

"No… No escape…" Jack muttered, "No help…"

"ENOUGH!"

His voice carried out a wave of destruction, blasting them all backwards with a force clotted with burning debris. They crashed to the ground in masses of bodies and ash. They struggled to detangle themselves and jump back to their feet. But by the time that had become a possibility, Zalgo was on the other side of the room. Having moved at inhuman speed to put as much distance between them as possible. This could be seen as a good thing, but it wasn't. For now he was closer to Slender again.

"You've trained them poorly old friend…" He snarled, looming over him and swatting his hand out, throwing Rochelle to the ground, "I grow tired of these games. No more distractions. Lets end this."

"NO!"

Zalgo lashed out, but his hand stopped inches from Slender. He found that his path had been intercepted. He snarled, looking down at the pathetic mite that dares to challenge him yet again. But he faltered in surprise. For instead of one of the Proxies, he saw a different figure.

She was shaking, weak, and looking more human than she ever had been before. Her blackened eyes were showing the smallest hint of white and an even smaller fleck of green. Her black hair was matted where red blood rather than black was escaping the slowly healing wound at the back of her head. Her skin was still ivory white, but that didn't change the slight red to her cheeks from the rage she felt. Zalgo burned in malicious fury.

"Jane… Get out of the way…"

She spoke calmly, clearly with a new clarity that she hadn't possessed for a long time. Her tone was laced with spite, "Sorry, Daddy, but I don't listen to you anymore."

A/N:

He bitch is back ladies and gents! But… she's sane now? How does this change things? Find out next time!