Spy Guy: For those of you who don't already know, I am currently sick, so...

This may be a bit weird.

I had to do something contructive, so I decided to finish this chappy.

It went an entirely unplanned route, I'd have to say, but it's okay...and if it's too off, tell me, and I'll change it. I know I haven't replied to replies in a while, but know that I'm very busy, and I'm taking your adivce all to heart ok?

And for those of you who would like to be in my CONTEST! click on my name on the top, and find the link to my deviant art. Then find my journal, and if there's nothing there when you first read this, keep checking back, because I'm working on it right now, ok? Alright.

Enjoy. :D

The italics told in first person are from Jack's POV.

other itallics are flash backs, or phone conversations.


Phantom sat in the corner of his cell, idly playing with a tuft of his matted black hair. It reached past his eyes now, and sometimes blocked his vision…

What if he failed because of it?

That was just one of the many worries and fears that swam around in his head. He was scared…he didn't want to fail his master.

Who knew what would happen to him if he did. What would Vlad do to him? Weapons didn't malfunction. They just didn't. It didn't happen.

When they did, they were discarded…or repaired…

Phantom knew that meant correction. He knew that meant the whip…the last time he had been 'repaired' was after Zimmers died, when Vlad realized how badly damaged his weapon was. It was when Vlad took matters into his own hands.

Phantom's hand glowed green as he held a strand of hair in his fingers. It sizzled into ashes, falling upon on the floor around him…

There…

Problem solved.


"Dr. Romorez. Will you please tell us about your new invention?"

"Yes…tell more…"

Vlad sat in his darkened study, his eyes gazing at a huge t.v set before him. Onscreen, a young bearded man shifted, holding a metal sphere in his hands.

"This thing?"He asked, laughing sheepishly. "It's designed as a security device. Dangerous little bugger. Cost me a finger!"

Vlad smiled grimly as the man onscreen raised a hand, wiggling a blunt joint.

"Does it protect against ghosts?" A reporter cried.

"Of course."Dr. Romorez replied. "It was designed specifically for that. I know how much of a threat they are. I've been attacked by them myself, and I've always dreamed of a world of safety. It is the most terrifying experience anyone could ever encounter. I created this just to keep me safe. It's good that others might get some use out of it too!"

The light in the room snapped on, revealing Vlad smiling broadly. He ran a hand through his silver hair, listening to the man's voice as he continued to speak about his invention.

"…it can really help people…"

"It'll help me." Vlad sneered.

"…the ghosts are our biggest threat…"

"True…"

"I hope the world will love me for this."

"Doubtful." The man sneered. "How can they…when they're mine?"

Vlad quickly recomposed himself, straightening his jacket, wiping dust from his pants. He shut of the television, trying to hide another smile.

Dr. Romorez's invention was just what he needed…every piece would come together. Phantom, Zimmers, the black masks, Maddie…everything would click together so nicely.

Just as he always wanted.


Sam reached out for a shelf high above her, barely managing to wrap her fingers around a small beaker that rested upon it. Holding the fragile glass in her gloved hand, the girl carried it across the stretch of brightly lit laboratory she had been calling home. Vlad had forced her inside, leaving her a list of chores to carry out. At first she had done nothing but spit out vile threats, but Vlad soon made it clear that she would not eat until a task was completed…

Hunger had gotten the best of her days ago…she knew she had to stay alive here. She wasn't giving up…. She was living for the people who needed her.

She was living so she could help Phantom…and for revenge

The days passed by in blurred patterns, each melding into the next. Vlad appeared only a few times to gloat and assign new things. Today's task was checking for impurities in the lab's supply of ectoplasm. The substance was kept in a huge sealed vat near the back of the room, hooked up to a pipe that jutted from the ceiling. The girl walked over to it, holding the beaker in one hand. With the other, she lifted up the vat's lid, letting the wave of putrid fumes hit her head on. Sam coughed into her sleeve, blinking her eyes as they watered and burned. As quickly as she could, the girl dipped the beaker into the ectoplasm, letting the thick green liquid pour into the bottom. She then slammed the lid shut with a click, and walked over to the counter again.

She hadn't even gotten her equipment out when her ears caught the sound of footsteps outside the room. Sam looked over her shoulder as the door whooshed open, and the acrid smell of expensive cologne assaulted her nostrils.

Vlad was here.

"What do you want?" She snapped, turning away and biting her lip. She couldn't stand the sight of him anymore…to know what trap he led her father into.

"Phantom and I have business in the evening." The man's suave voice replied. "Little Mouse, I need you to get him ready, as Zimmers is very busy."

"Don't call me that." Sam snarled, swishing the ectoplasm around in the glass. "I'm Sam."

The girl yelped as Vlad grabbed tight onto her hair, sharply jerking her head back. Their eyes met, hers filled with shock, his filled with anger."

"I thought you'd be broken by now, Manson." He snapped, shaking her violently. "I'll call you what I wish. Don't you get it? Everything here is mine."

The man pushed her head into he metal countertop, holding it there as he whispered in her ear.

"Do you want to see your obituary again?"

Sam lashed out with her elbow, striking the man hard in the gut. Vlad hissed and seized the girl's wrist, pulling her away from the counter. As Sam struggled against his hold, she spotted someone staring at her…and stopped in her tracks.

Phantom was there.

He was standing behind his master, watching with distant eyes. He was just as she had seen him last, except his hair hung in burnt clumps around his face. For a moment, she thought she saw him take a step forward…

But her attention was soon directed elsewhere.

"You have a list pf preliminary procedures for him." Vlad snarled, dragging the girl back to her post. "I want to see him in an hour. Even you should be done then. Do you understand, Manson?"

"Yes." The girl hissed. Vlad let go of her wrist with a huff, and turned to leave the room. Sam watched as Phantom's head followed the man's movements, his eyes never leaving his Master until he was out of sight. Then, the boy looked back at his feet, shifting uncomfortably.

Pained memories flashed through Sam's mind as she slowly removed her equipment from a cabinet beneath the counter. The smell of the morgue clung to the boy, reminding her of the day she had lost her father...

Her mind wanted him to leave. It didn't want to be reminded. Phantom reminded her of that day.

But she had vowed to protect him. She had thought through plans to free him. Being face to face with him shouldn't change any of that…

So she decided it wouldn't.

"Phantom…" She whispered. The boy turned his huge blue eyes to her, watching intently. Sam paused a moment, before continuing.

"I guess I have to go through the list." She murmured, pulling a paper from her clipboard. "Are you feeling alright? You look sick."

"I'm fine." Phantom replied, his words scratchy and rough. "Tonight, I get to make my master proud. It's my second chance."

Sam felt her face grow hot as he spoke. After everything Vlad had done to him, Phantom was still willing to follow…

It was wrong.

"You need a…" Sam felt her throat tighten as she read the list. "…an injection of ectoplasm…"

Phantom nodded.

"I'm overdue." He said.

The girl nodded grimly, tuning back to her work. She had to finish checking the ectoplasm before she could continue.

"I thought this stuff was toxic." She said.

Phantom shrugged.

"I guess." He said, walking over to the counter. He then reached out his finger, and plunged it into the beaker of the green substance. Sam had no time to stop him as he placed his finger in his mouth, and sucked the ectoplasm away.

"Don't worry." He said when he was finished, ignoring the girl's expression of horror. "That's how master tests it. It's good."

"Phantom…that's blood." Sam murmured. "It's ghost blood…but still blood. Only monsters eat blood."

The boy's face fell.

"I'm sorry." He said. "I was just trying to help. Your way would have taken too long."

Sam smiled weakly in response, taking an empty syringe in her hand. She placed the needle in the beaker, and pulled up the plunger, drawing the green ooze inside. Out of the corner of her eye, she watched Phantom shift uncomfortably once more.

"This'll only hurt a little, Phantom. It's ok."

"I hate needles." He whispered, backing up slightly. "They usually strap me down. Needles make me crazy."

"This is just ectoplasm." Sam replied, pushing the air from the plunger. "You should be used to it, right?"

Phantom shook his head again. The girl sighed and set the syringe down on the countertop.

"Why are you scared?" She asked. "Did Vlad do something to you?"

She watched as the boy nodded, his singed hair bobbing pathetically.

"What hasn't he done to you?" Sam hissed under her breath. "I promise this won't hurt too much, Phantom." She continued, smiling weakly. "Please, let me do it."


Phantom nodded reluctantly, holding out his arm. Fear welled up inside of him, threatening to consume his mind…but…

Sam smelled so sweet. Even after all this time…it was wonderful.

There was a slight prick against his skin, followed by the cool burning feeling of the ectoplasm as it oozed its way into his body.

Then it was over.

"See?" Sam asked, smiling. Her smile was beautiful. "It's all over."

Phantom nodded, flexing his arm. It was ok. He grinned.

He watched eagerly as Sam turned back to her clipboard.

"We'll be done in no time." She murmured.


Old fingers delicately worked the golden buttons of an immaculate suit, popping them effortlessly into their slots, pulling together the expensive black fabric. Vlad took his spotless white gloves and slipped him over his wrinkled hands, carefully fixing his cufflinks so the shining gold Axion symbol announced itself to the world. As he worked, he struggled to keep his breathing calm. The monster inside of him was pushing to come out. The excitement of the moment sent his suppressed power rippling just below his skin. The wild part of him longed to take Phantom's place. It longed to infiltrate that building, and rip through innocent flesh to get what he wanted. That was how it had been in the early days…

But now there was so much more to lose…and he hated it.

The man turned to the mirror, gently stroking the pockmarks that blemished his skin. His scars. They were constant reminders of what that fool had done to him.

The power spiked for a moment, showing his eyes glowing red beneath the normal dull blue. Vlad hissed darkly, concentrating on making the change go away. He had to push it back. He was in charge…

The red bled away, leaving his eyes normal once again.

"Zimmers…" Vlad called, tearing his gaze from the mirror to stare at the doors of his study. "You may come in now. I'm ready for you."

The doors opened with a groan, and the ghost stepped inside, pulling a pale Maddie Fenton along behind him. Vlad's face instantly darkened as he saw the two, and he walked forward, feeling anger ripple through him again. How dare that creature treat her like that? He roughly seized Zimmers' arm, and pried his fingers back from the woman's wrist. Zimmers yelped in pain, holding his hand to his chest and backing away, allowing Vlad to be alone with Maddie. The man smiled sickeningly, pulling his love close.

"You're here, Maddie." He cooed, idly playing with a loose strand of her hair. Maddie pulled away from him, writhing as though he were poisonous. But just being near her helped to calm the monster inside of him. For a moment, all was ok…calm…peaceful…until another voice interrupted.

"Master." Zimmers murmured, cautiously approaching. "We just need a little more time. It's almost finished. Just ask—"

"What?" Vlad snapped, rage flowing through him. He reeled around, his eyes glinting blood red. "What are you talking about? You didn't finish?"

"Ask Maddie. We're almost—"

Vlad gave a feral hiss as his eyes glowed dangerously. Maddie yelped as the man's hand blackened and changed into sharp claws. The tips dug into her skin, tearing through the sleeve of her coat, and drawing blood.

"You brought her here thinking she'd protect you, didn't you?" He snarled.

"Let go of me!" Maddie whimpered, gritting her teeth as Vlad's talons burrowed deeper and deeper into her flesh. For a moment, Vlad's blazing eyes stared at the woman's arm, his face still angered. Then his expression turned to one of horror, and he released his grip, holding his malformed hand still as it shook violently.

"Maddie…" He choked, shaking his head. "I never…I…"

Vlad growled deeply, covering his ears with his hands. He reeled around the room, hissing and spitting like a wild animal.

"I hate this!" He bellowed, turning on Zimmers. A ray of glowing red energy danced over his inhuman fingers, striking the ghost head on. Zimmers was hurled into Vlad's favorite chair, helpless as it toppled over backwards, leaving him terribly vulnerable.

"I told you to be finished!" Vlad snarled. "And you have the nerve—"

He growled deeply, shaking his head.

"Maddie get out…" He hissed through his teeth. The man's red, bloodshot eyes glared at her, filled with a mixture of anger and fear. Then, before the woman could react, Vlad let out a shrieking howl that tore through the room. A flash of black light appeared for a split second, before revealing Vlad in his ghostly form. His eyes were soulless, red and filled with hate. He advanced on Zimmers, seizing him by his shirt collar, and lifting him off his feet. The ghost kicked and flailed against his master's hold, fear gripping at his still heart.

"Master! Please!"

A pitiful cry tore from his throat as Vlad thrust his fist through the hole in his servant's chest.

In a move of desperation, Zimmers kicked out with his feet, his thick boots ramming right into his tormentor's stomach. Vlad yelped and pulled back, releasing his hold, allowing the ghost to fall to the floor. Zimmers wasted no time in tearing from the room, his glasses falling from his face in the process.

Vlad didn't go after him. The man began screaming violently, mumbling beneath his breath. Maddie stared at him with huge eyes, cautiously backing towards the door. She paused as something crunched beneath her shoe. The woman quickly bent down to pick up Zimmers' shattered glasses. Vlad was no longer paying attention to her. She stepped into the hallway, closing the doors behind her, breathing hard. Crashes sounded from inside the room, but the man didn't attempt to escape. Maddie stood still for a moment, her mind turning to Jazz.

She was stuck in that room…

But she would be safe, wouldn't she?

Maddie had no time to dwell on it. A stifled sobbing reached her ears, and she turned, spotting Zimmers slumped pathetically against the wall. He was trembling violently, clutching at his chest, speaking something feverously in a different language. At first she felt no pity…but then…

A shining streak ran across his face.

He was crying.

"Do you want your glasses?" She asked, reaching down.

Zimmers looked up, his yellow eyes glowing in an ethereal light. He nodded dumbly, reaching out a quaking hand.

"Ariagatou." He mumbled, his voice distant and heavily distorted. The ghost took the frames in his hands, and stared at them for a moment. Maddie found herself stifling a gasp as they magically repaired themselves right before her eyes.

"They do that…" Zimmers whispered, placing them on his face.

There was a long awkward pause.

"After everything I've done to you…why…" His voice trailed off in a haunting whisper.

"I honestly don't know." Maddie replied, trying to keep her voice cold.

Zimmers made a pitiful attempt to get up, but collapsed against the wall once more, barely able to stifle a whimper. Cautiously, Maddie reached out, offering to help him up. Zimmers growled and pushed her hand away.
"You're too kind for your own good." He hissed. "Have you forgotten what I've done?"

"No." Maddie whispered. "But I feel sorry for you."

"Don't." The ghost spat. "You don't know the half of what I've done in this whole thing. Vlad used to trust me to do everything for him. My hands are in everything you see here. I'm just as guilty as Vlad, and I'm paying for my crimes ten fold."

There was a moment of thick tension as the two stared at each other. In the background Vlad could be heard crying out like a crazed beast.

Finally, Maddie spoke.

"You trained Phantom, didn't you?"

Zimmers looked up with his strange dead eyes.

"That's what I was doing when you had that raid." He hissed. "Your people infiltrated our security and opened fire. They went right after the Phantom project, having heard of his power. I was with him, training when they came. I commanded Phantom to kill them, but he proved to be gun shy and refused. Your people saw me as a threat, and they fired…a blast hit me in the chest, and I fell…They left me to die. And I did."

"That was the raid we lost Rick in." Maddie murmured.

Zimmers nodded.

"Master wasn't tired of me then. He took Rick captive, and gave him drugs to numb his mind. His body became the perfect host vessel for me. He didn't struggle, he didn't distract me with pointless thoughts. All we had to do was keep him alive, and I could pretend to live again."

He paused for a moment…

"Leave me alone." Zimmers hissed, barely managing to stand on his feet. "I have something that I need to do."

"Vlad's going to get rid of you now." Maddie murmured. "He's done with you."

"Don't you think I know that?" The ghost snapped, reaching a hand to his chest. "I'm through being his slave. I'm already dead." His voice cracked for a moment as he clutched at his still heart. "All I have to look forward to is an eternity of suffering. I'm through…"

With that, Zimmers turned away, beginning a slow trek through the halls. Maddie watched him go, her expression softening slightly as the ghost stumbled weakly towards his revenge…

In the background…Vlad had fallen silent…


Something tells me that I don't want to remember. Something says that what happened that night was horrible.

The door has opened again. The sound of heavy boots hitting the floor. It's Nathan…poor Nathan. He's staring at his body again. He hasn't noticed me yet.

It's for the best, I suppose. Vlad turned him into a monster. He was the bastard's pet dragon…

Poor Nathan…

Now is not the time for those memories. I have to remember what happened to us. Danny…he needs me.


Vlad buttoned of the front of yet another suit, barely managing with his trembling fingers. His power was drained. He was prepared go out into public. He was ready.

Turning to his slightly cracked mirror, he stared at his quaking hands, attempting weakly to steady them. He may need his cane.

Perhaps it was for the better.

Who would guess that a frail old man could control the most dangerous weapon in history? Phantom could kill all of those unsuspecting people in seconds.

And who would suspect Vlad?


Nathan's here for something. He keeps opening drawers…searching through people's pockets. What is he looking for?

What am I looking for?

Memories…I'm looking for memories.

Why is this so hard? Does it really have to be this difficult? All I need to do is remember what happened that night…all of those nights we were here. I need to understand, so I can help my son…even Nathan. So I can help everyone.

So I can be free.

Nathan's got something…I think it's a…a cell phone? He's dialing a number.

Maybe he's found what he's looking for…

I hope I can too.


"There." Sam said, stepping away from Phantom. "I think that's everything."

The boy nodded, his hair no longer falling into his eyes. The girl set her scissors down on the counter, stepping back to admire her work.

"It looks much better now."

"Thank-you." Phantom murmured.

"No problem." The girl replied. "You just have to come back after this, Phantom. That's all I want. I want to see you again."

"Me too." The boy whispered, blushing slightly.

He didn't understand what he was feeling. It was somewhat like the protectiveness he felt for Maddie, and yet…different. He wanted to be near this girl, holding her. It was instinct. He was indebted to her, and he would do anything.

And yet, Vlad still stood in the way.

He could hear the sound of the man's shoes slapping against the floor in the hall. There was also a third clicking sound.

He had his cane.

"Shh." The boy whispered, shying from the girl. "Master's coming.

Phantom cringed as the door whooshed open, and the man hobbled inside, scanning the room with his cold blue eyes.

"Marvelous job, Manson." Vlad cooed, pulling gently at his weapon's new haircut. "I didn't even ask you to, but you did anyway. Already you're doing a much better job than Zimmers ever did."

"I did it for Phantom." Sam snapped, her hackles rising.

"Now he'll be able to see." The man continued, ignoring the girl's words. "Maybe he won't die."

Sam growled as Vlad calmly beckoned for Phantom to follow him. The boy did without question, his eyes straying to the whip bulging through the fabric of his master's suit.

"This thing rules your life now, boy." His master hissed, venom dripping from his words…just like the blood from the whip…

"You can't hide, you can't run. It glows for a reason, Phantom."

The boy could still feel the cold floor against his skin, stained red from the cuts across his skin. He was crying, whimpering pitifully, trying to keep from screaming at the man. Trying not to scream out for Jack. Jack had always been there for him…but now…

What was going to happen?

"If you ever do anything wrong again," Vlad snarled, cracking the whip in the air. "You will feel this hitting your flesh without any mercy. Do you hear me?

"Do you hear me?"

Phantom pushed the memory aside, keeping pace beside his master. The man was shaking visibly, and had to pause every so often to catch his breath.

"He's weak now." A voice echoed in his mind. "You can stand up to him now."

The voice sounded a lot like Sam's.

But Phantom was patient with his master, standing loyally by his side. In his life, Master was the only person who had always been there.

Master was as sure as time passing.

He would always be there no matter what he did.

So there was no use trying to stop it.


"Come sit beside me, Phantom. We need to talk."

Vlad spoke casually as he climbed into his black limousine, resting on the long winding road leading to the lab. Phantom trailed after him, invisible to the naked eye. He rested on the car's soft cushions as Vlad situated himself, listening to the engine idling softly.

To him it sounded like thunder.

"You do not understand how important this is." Vlad hissed, snapping his fingers, signaling to the driver to begin. The limousine roared to life, its wheels propelling it across the pavement.

"I need this device more than anything." The man continued, holding up a picture. It was of a man holding a metal sphere fondly in his hands, smiling broadly. Phantom took the photo in his grasp, attempting to imprint it permanently in his mind.

"The man's name is Dr. Romorez." Vlad continued. "He is the inventor. If possible, dispose of him. If I can't have his knowledge as my own, no one shall. I had a nasty run in with him a few years ago. I want nothing more to do with he himself… but his invention…it's just what I've been looking for this whole time."

The man was staring out the window, rambling on as if he had forgotten all about the boy sitting invisibly beside him. Phantom set the picture on the seat between them, and remained silent, absorbing every amount of information he could, replaying it over and over again in his mind.

By the time they got there, he'd be ready.


"…The man from Axion. It'll be following him. Be careful."

"Really?"A man in a white suit asked as he flipped absentmindedly through a magazine resting in his lap. He had a cord phone held up to his ear, and was listening to the caller with only mild interest. "Why should we believe you?"

"I've seen it."

"Really?" The man repeated, obviously bored. "What's your name mister?"

"Uh…Nathaniel." The caller replied. "Nathaniel Zimmers."

"Zimmers, eh?" The man mused. "We have a Zimmers on the force."

"I know you do. He came here recently from up north. We're related."

"And now you're calling about…a ghost threat at the Hartman tower?"

"Dr. Romorez is in danger. …the man from Axion is bringing a weapon with him. A ghost. It'll kill countless people unless you stop it."

"How are you related to Charlie?" The man asked.

"That isn't important. You need to get someone out there before people die. That Axion man and his weapon need to be stopped. You don't understand how important this is."

"Alright Mister. I'll see what we can do."

"Please. It's very important."

"We'll try Mr. Zimmers. Alright?"

"Please. Tell Charles that I hid it in the closet, so she wouldn't find it. He'll know what I'm talking about." The caller begged.

"Ok." The man hung up, half expecting the phone to ring again. But it stayed silent. The agent sat still for a moment pondering what to do. The answer came as a man sauntered into the room, his creased face looking tired. His hair was a strange silver, and his white suit hung limply from his tall frame.

"Hey Charlie?" the agent asked, staring up at the new visitor. "Some guy just called, telling about a spectral threat to the Hartman Tower. He said that he was related to you. Nathaniel Zimmers? You know him boss?"

"Probably just a crackhead." Charlie replied softly, his eerie yellow eyes darting nervously around the room.

"That's what I thought. But he told me to tell you something."

"And what was that, agent Bernard?" The man asked, fixing the grunt with his cold eyes.

"That he hid something somewhere so someone wouldn't find it…or something like that. Told me you'd know what he meant."

"Was he really that vague?" Charlie inquired, looking annoyed. "Or were you too preoccupied to pay attention?"

The man's eyes moved to the magazine the agent was holding, disapproval written across his features.

"I'm sorry boss. I should have paid better attention." Bernard sighed, throwing his illegal office contraband away in a small plastic trash bin.

Charles made an annoyed huff and turned away.

"I'm going to listen to the tapes." He snapped. "I want you to send out a fleet to the Tower right away. And I don't want you in it. Do I make myself clear?"

"Yes sir." Bernard replied, feeling his pride crushed.

"Fine then." The man whispered, walking into the cold dim halls of the GIW Amity Park facility. "That's all."


Soy Guy: dun dun dun...

Not only is this really weird, I just spelled my name wrong. Would you look at that. hehe. funny.