The red sun that hung in the sky pulsed with increased fervor, as though the very heartbeat of Frighton were quickening. The fog that hung over the greyed landscape swirled shook with even the slightest of movement through its depths. The trio of Pretty Cure left a trembling trail of dissipating fog in their wake as they exited the shell of a castle in search of Lady Baphomet.

In the castle grounds, the strange flowers writhed as they passed, their petals still stretched into what looked like a silent scream. The girls walked hand in hand, each squeezing hard in a mix of determination and uncertainty as cold tingles of fear crept up their spines.

The resounding silence pressed down with immeasurable weight on their chests as they walked by the light of the pulsating sun, their own heartbeats thudding dull in their ears to the same rapid pace of the star. Their steps were sure footed, though they knew not where they were headed, as though the Pretty Fears that had rejoined them guided the way to where they would find the ruler of Frighton.

"Hey…" Pumpkin broke the silence, orange eyes downcast as she spoke nervously, "I just wanted to let you both know that...no matter what happens, I love you." Spectre's face softened from steely resolve into a gentle smile, and Witch let out a weak, nervous laugh.

"Same," Witch assured the both of them, Spectre stepping before the other two and pulling everyone into a tight hug.

"I know we'll be okay," the blue cure insisted gently. The trio held their embrace for a while, each girl reluctant to step back and continue the arduous journey forward. Eventually they reached a point where all the fog stopped abruptly, as though an invisible barrier blocked it from spreading any further. The barrier posed no resistance to the Pretty Cure however, and each girl stepped beyond the boundary of the fog to see what lay beyond.

The dreary grey landscape continued onward, mostly flat and uninteresting save for a tall black mass that stood alone in the center of the fogless ring. Upon closer inspection, the object a ways before them appeared to be a tree, dark and gnarled with a distinct hook in its posture and its branches twisting up into a menacing point and forming a sort of cage within the branches.

Though tightly wound, the Pretty Cure could make out the shape of a figure sitting within the wooden cage. Curly strands of Evelyn's dark hair poked out from between the barring branches as she leaned up against her arbor prison with her back to the team of warriors.

"Evelyn!" Spectre cried against her better judgment, running up to the twisted tree that held the young girl prisoner.

Evelyn turned around quickly, startled by the cry ringing through the silence. "Cure Spectre, look out!" she warned in desperation as a branch uncurled itself and whipped out towards the blue cure. The quick and unexpected attack caught the cure off guard, and sent her flying backwards towards her companions. Just as suddenly as it had unwound, the branch replaced itself back around the others to secure the girl once more. Pumpkin assisted Spectre back to her feet while Witch approached the tree more cautiously.

"Evelyn, are you okay?"

"I'm fine," the girl insisted, peering with one eye from between the branches. "You need to destroy this place soon! If Lady Baphomet harvests any more fear I don't think anything will be able to stop her!"

Witch pressed her lips into a thin line with concern, "I-I don't know that we can destroy this place. I think we might need another plan…"

"But you beat the Pretty Fears, right? Then you must be strong enough!" Evelyn insisted, gripping the branches that surrounded her.

"We didn't," Witch said softly, Pumpkin and Spectre cautiously approaching the tree as well. "We couldn't beat them, they were made from us so they were just as strong. But we were able to convince them to rejoin us, we told them we would talk to Lady Baphomet."

Evelyn's eyes widened, and she shook her head vehemently, "No! She won't listen to you!" she cried, choking on her words as they tumbled past her lips.

"I know you're scared, but we will figure something out," Witch insisted, looking from Pumpkin to Spectre before taking a few steps closer to the tree and extending her hand, "I promise."

A small, dark hand with pale fingers reached out towards her between the branches, but before the two could make contact a branch swung out one again, colliding with Witch who gripped the branch as it swung. Her refusal to let go seemed to elicit a reaction from the tree as the branch wrapped tightly around her waist.

"Now!"

Both Pumpkin and Spectre jumped towards the gap now present in the wooden cage, reaching for the young girl. Spectre's fingers managed to brush against Evelyn's arm, but she was quickly struck with another branch that coiled around her. Pumpkin was caught around the ankle and swung into the air by another branch, providing her enough time to pull out her wand. Before she could cast her spell, the branch snapped her arms tightly down to her sides as it coiled around her.

With ample room to escape Evelyn jumped from the center of the tree, but the same fate that had befallen the others soon fell upon the child as she too was wrapped by branches that secured her firmly in her place.

"Oh. Fuck," Witch muttered, struggling a bit against the binding branch.

Spectre shot her a nasty look, "Excuse you, there are children."

"I did not expect you here so quickly."

The harsh whisper in their ears signaled the arrival of Lady Baphomet, though none of the Pretty Cure could spot her from where they were held. Slowly she emerged from the fog as though made of it, the swirls of clouds darkening and giving her her distinct tall, dark and lanky figure.

"I also did not expect you to get caught so quickly, so that is a pleasant surprise."

"Baphomet! Put us down or I'll shove your pointy goat head right up your-"

"Pumpkin! The child!" Spectre pleaded desperately.

"Futile threats aside," the harsh whispers continued, "I am curious to know how you managed to defeat the Pretty Fears."

"It was all your fault really," Spectre chided, "Because you told them right in front of us that they came from our own sense of fear."

Witch nodded, "So we simply accepted them back into ourselves, it was as simple as that. And now that your last line of defense is gone, we would like to talk to you."

If this news surprised Lady Baphomet, it was impossible to tell with her blank, unmoving stare. She was silent for a long while until a low hiss of a laugh snaked through the air. "And what makes you think they were my last line of defense? They had not even been created until you came here, surely you do not think I would have forgone planning something ahead of time?"

A sinking feeling weighed on the hearts of the girls as Lady Baphomet stood motionless before them. "Now, with that in mind, what was it that you wanted to speak about?"

"You have to stop harvesting fear from other worlds!" Spectre demanded.

"Frighton does not have to be an evil place!" Pumpkin scolded, "It has become this way because of you."

"NO!" The cordial hiss of Lady Baphomet's voice broke into a deep growl. "It became this way long before I was created. That was why your little bat friend attempted to wipe us out. Surely she would have told you that?"

Witch's eyes widened as the realization dawned on her that she had not seen the pink bat fairy since arriving on Frighton, "Boo, where is she? What have you done with her?!"

Another low hissing laugh echoed in their ears, this one even more spiteful than the last. "She is being...dealt with. Last I saw she was in the hands of one of my most loyal anxoids."

A choked sob followed this declaration, and the Pretty Cure looked down to see tears bubbling over in Evelyn's eyes. "Why would you hurt Boo? Why are you so cruel? You don't care about Frighton! You don't care about anybody!"

"You are correct. I am cruel because the universe is cruel, my child. Once I extinguish the Pretty Cure one by one I am sure you will have an even better understanding. You cannot put your faith in others, only in yourself." The branches that held each of the magical warriors began to constrict tighter, and Pumpkin let out a strained gasp of pain.

"Y-you won't be able to!" The orange cure spat.

Cure Spectre winced, "Just as you cannot destroy fear, you cannot destroy courage!"

"Even when we are gone, our hope and courage will remain! If not us, then someone else will rise to take our places and destroy you!" Witch shouted. A strange feeling stirred within her chest, and unexpectedly the voice of Anubis carried on the air from no identifiable source, much like Baphomet's did.

"You do not care about the people of Frighton."

"You...used us...and everyone else," Scarecrow's voice followed.

"You will pay for these transgressions," Reaper hissed.

All three Pretty Fears joined their disembodied voices in unison.

"We grant our powers to the Pretty Cure, defenders of Frighton, and the universe!"

Three loud explosions echoed out across the blank landscape, colorful clouds mixing together in a rainbow of glitter and smoke as splinters of the branches flew outward. Just as in their transformations the girls floated amongst the clouds that swirled turbulent around them as their Pretty Cure uniforms began to glow, and shift. Their gloves all grew longer, reaching up to their shoulders while their boots did the same, small little bat wings sprouting from their ankles.

Their skirts all billowed out further, becoming fuller as additional ruffles padded their petticoats. With a flash of light their corsets were changed from grey to bright white, and as their spiderweb leotards peeled away the bows on their chests unfurled and wrapped around their necks to hold up the outfits. Each girl's hair grew even longer than before, Witch's pigtails cris-crossing and curling over themselves. Pumpkin's twin buns unraveled and joined in a large bun atop her head with two long strands of orange hair hanging down, a pair of tiny bat wings poking out from her top knot. Spectre's ponytail stretched out to impossible lengths, and would have dragged along the ground were it not for the strange weightlessness it posessed that allowed it to float like an ethereal spirit behind her.

Finally, a ribbon of light encircled Witch's head, a long, oversized witches hat adorned with lace-trimmed ribbon popping into place. The three girls embraced one another, planting a gentle kiss of encouragement on one another's cheeks as they began to hurtle downwards. Despite the speed at which they fell, each girl landed with sure footing as the rainbow of colorful clouds burst away from them, revealing their new forms to a startled Evelyn and blank-faced Baphomet.

"The mischievous silhouette on a moonlit night fighting for hope! Spooky! Cure Witch!"

"The warm smile on an autumn night fighting for happiness! Spooky! Cure Pumpkin!"

"The ghostly chill on a frightful night fighting for love! Spooky! Cure Spectre!"

"Evildoers beware, for we are the ambassadors of fear and emissaries of courage! We are Terribly Spooky! Pretty Cure!"

The trio wasted no time in dashing for Lady Baphomet who stood immobile at the edge of the fogless ring. Spooky! Cure Witch whipped out her wand, which was now adorned with a large purple ribbon, the other two doing the same.

"Pretty Cure! Jack-o-Jinx Juggernaut!"

Spooky! Cure Pumpkin's bonewick wand launched a flurry of pumpkin fireballs at the figure who had to glide quickly out of the way to avoid the onslaught of explosions as the fireballs burst apart where she had stood only moments before. Witch was prepared for such an action, already beginning to draw a five pointed sigil above her head and launching it upward.

"Pretty Cure! Haunted Hex Hail!"

Purple stars began to rain down from the sky all around, simply bursting apart like glittering raindrops on the Pretty Cure but leaving smoking holes in the ground and knocking the goat-headed figure over. Spooky! Cure Spectre leapt into the air, her long ponytail drifting weightlessly behind her as she took aim with an attack of her own.

"Pretty Cure! Cobweb Curse Constriction!"

A spiderweb launched from her wand and wrapped around Lady Baphomet who had only just stood to her feet upon impact, the glittering thread tightening around her in a vicegrip not unlike the one the Pretty Cure had been held in moments before.

"Lady Baphomet, we don't want to fight you. But you have to stop what you are doing, don't you want Frighton to be something more than a place people hate?"

"You would not understand. You have never had to build your life up out of nothing. After your friend destroyed my home I was the only one left here. But now no one will do anything I do not like. No one will dare to cross me, especially after I have destroyed you, Pretty Cure."

Her voice was listless, as though unbothered by the tight constricting binds around her. The only thing that gave her away was the slight downcast of her head, her empty eyes drifting downwards. Watching her intently, the Pretty Cure did not notice the large black mass lumbering their way through the fog until it was right upon them. With a mighty bound the giant beast that was once a quiet school girl swiped at Spectre, knocking her backwards and severing the spell that held Lady Baphomet. Howling aggressively, the large bipedal beast leapt between the warriors and the ruler of Frighton who stood up straight once again.

"Now, I have an army that will do anything I say. On your world I may be solitary and limited in power but here...I am god."

The beast gnashed its teeth at the girls, all of whom stumbled clumsily out of the way. "You think that's going to stop us?!" Pumpkin challenged, clenching her fists which spontaneously ignited in brilliant, glittering flames. "We've already fought this thing before, and that was without the powerups!"

Darting towards the creature she swung a flaming fist into its gut, sending it toppling backwards. Raising her wand to the sky once again Witch unleashed a flurry of falling stars from the sky that sizzled upon impact with both Lady Baphomet, who did her best to drift in between the shower of stars, and the monster that howled at the onslaught. Spectre sprinted across the barren earth and landed a swift kick to the beast, aiming her wand at Baphomet as she leapt off the monster, casting another constriction spell towards her.

"You cannot beat us!" Spectre cried as she sailed through the air, the small capelet that encircled her shoulders fluttering in the wind, "You are only fear, but we have fear and so much more! Hope and love and happiness and courage!" Baphomet attempted to dodge the attack from the blue cure, but as she drifted sideways she found herself face to face with Cure Pumpkin who delivered a hard right hook to the goat monster's face before the spell enclosed her once again.

With the dread monster breathing raggedly on the ground before the secured Lady Baphomet, the Cures too took a moment to catch their breath, though no one took their eyes off of the sinewy ruler. No one spoke, end even Evelyn who remained in the tree felt tempted to hold her breath during the pause.

A deep, barely audible rumble turned into a soft chortle, which in turn grew to a brazen cackle. Lady Baphomet threw back her head as she laughed an unnerving laugh as none of the features of her face moved even the slightest despite the emphatic cackle.

"So...much...more?" she managed between laughs. "Oh my dear, if so much more is what you expect from me then I suppose I will have to show you how much more I have to offer."

An inhuman screeching noise began to ring loud in everyone's ears, as the Cures fell to their knees at the maddening noise, clapping their hands over their ears. They noticed the beast on the ground beginning to move, but not like it was getting up. Instead it churned, as though it were made of liquid, and soon began to boil. As the bubbles of darkness erupted along its skin the thick black ooze began to move towards Lady Baphomet.

The screech continued and in the distance more black goop began to slither quickly towards them, towards the self-described god of Frighton. Upon reaching her the goop began to add to the mass of her body, and she grew thicker, and taller than ever before. A wail distinct from the screech that emanated from Baphomet carried across the barren land as soon droves of dread could be seen charging their way, each in varying states of melting. Pieces of them fell off to the ground with a wet splat, but even the discarded globs continued towards the goat woman. What remained in tact of the dread jumped headfirst into the churning darkness that composed Lady Baphomet, and a dark smoke billowed around her ever growing form the more she grew.

As the darkness that had enshrouded Colette joined up with Lady Baphomet, the young girl was left lying in the dirt, her skin ashen and her eyes blank white. Gritting her teeth in determination Witch took her hands off her ears and forced herself to her feet, darting towards Colette and scooping up the girl in her arms, dashing for the tree. With a swift chop of her hands she splintered what remained of Evelyn's cage and pulled the young child into her arms as well, leaping as far away as she could and depositing the two on the far edge of the fogless ring.

"Stay here, if Colette wakes up tell her she'll be home soon," Witch said sternly, Evelyn's eyes wide and glistening with tears, though she nodded slowly as Witch took off back towards the others.

The sight that greeted her made her blood run cold.

Whatever Lady Baphomet had become was a strange amalgamation of what she had been, and what a dread looked like. Its size was immense, towering well above the Pretty Cure and emitting a deep, menacing laugh. It's four legs were reminiscent of those of a dread, but composed of sharp, jagged turns that looked as though Lady Baphomet's limbs had broken at odd angles, having a few too many joints than normal in the long spidery legs that ended in a sharp point on the ground. Its back arched high and bent sharply at an angle, its spine ending in a long thrashing tail tipped with an eyeless snake-like face that dripped black ooze from its fangs. Around its neck sprouted a thick ruffle of dense, coarse fur, and its ears were long and thin, swept back along with jagged lightning bolt like horns from the top of its head. The top of its face was primarily white like Baphomet's though instead of two blank black eyes the white face was dominated by a large vertical eye in the center with dark red irises being the only color on the otherwise monochrome beast. The chin of the beast was black, and as it lowered a set of long pointed teeth revealed themselves, as did a long black serpentine tongue.

"So, Pretty Cure. It seems you have underestimated the power of fear...is this "more" enough for you?" As with before the voice did not seem to come from the mouth of the monstrosity, but unlike Baphomet's previous incarnation they could see the red eye trained on them, and a glint of malicious glee. "You are not the only ones capable of powering yourselves with my feeble subordinates. But while you are only able to join with those made from your fear, I can consume the power of any fear...and that is why you do not stand a chance."

Just as she finished speaking the snake tail lashed out towards Pumpkin, knocking her off her feet. No sooner had she swung her bonewick wand than the tail's fangs closed down, narrowly missing her body and instead clamping down on the wand which Pumpkin then discarded, running off out of range of the beast.

Witch raised her wand to the sky once again, bringing a torrential downpour of purple glittering stars, though they did not appear to be doing as much damage as before, and one of the sharp pointed feet of Baphomet jabbed at her, striking the Cure in the side as she leapt out of the way from a head on attack. She let out a cry of pain as she crumpled to the ground, holding her side while Cure Spectre launched an attack of her own, using the web to trap the leg to the ground. Much to everyone's dismay, Lady Baphomet chuckled and simply raised her other foreleg, a quick jab severing the ties of the spiderweb spell.

Lady Baphomet lumbered forward and opened her wide mouth, setting loose a spray of dark sludge that began to burn the ground upon contact. Spectre was able to scoop up Witch and leap out of the way just in time to avoid the toxic spray, joining Pumpkin a ways back.

"This doesn't look good," Pumpkin murmured.

"We have...to keep going," Witch insisted, wincing slightly and holding her side. "Everyone is...depending on us."

Without another word the purple cure leapt back into action, dodging the jabs of the stilt-like legs and ducking under the wide snapping jaws as she rounded the beast. Leaping above Lady Baphomet Cure Witch aimed her wand directly at the adversary, drawing a pentagram in the air that etched its way into the earth below the beast. As soon as the sigil was completed a purple light shot upwards and Lady Baphomet roared as she began to burn in the light, a few chunks of black goo falling to the ground. Raising one jagged spidery leg she stabbed the tip into the earth, creating a crack that broke the pentagram beneath her and short circuiting the spell as she caught her breath.

Spectre dove quickly into the fray leaving the struggling god without much time to recuperate. Witch fell from the sky holding her injured side, but landed lightly on a golden net cast out by her partner who cast another spell, this one like a long whip from the end of her wand which wrapped around Baphomet's horns. With a firm jerk the blue cure pulled the monster's face down into the dirt as Pumpkin broadsided the terror with fists ablaze.

"That's it guys!" Witch cheered, raising her wand once again. The momentary rejoice was all too brief, as a wide sweep of her long spider leg sent Witch toppling. Distracted briefly, Pumpkin looked down to her partner in concern just long enough for the toothy tail to wrap firmly around her. A quick tug from the monstrous head sent Spectre flying only for her to be slapped back down into the ground, a lethally pointed foot poised gently atop both her chest and Witch's, while the snake-headed tail snapped its venomous jaws at Cure Pumpkin.

The solitary red eye of Lady Baphomet focused on the two cures beneath her forelegs, another deep rumble of laughter grinding through their ears.

"It is really too bad that no one on your home world will remember you fondly. If they knew how much of a fight you put up, maybe they would change their minds about you. Pity you will not be mourned."

"Pretty Cure Ghastly Guillotine!"

A hot pink blade of light shot through the air and collided with Lady Baphomet sending her flying with black goo spurting from the point of impact and leaving a small trail of droplets across the ground. Pumpkin landed deftly on the ground and ran to help up the other two, but was beaten by a figure she had never seen before.

This girl had long, pink hair fashioned in a jagged ponytail not unlike a bat's wing. She had a high, regal collar and a frilly pink ascot poking out over her chest clad with a spiderweb top. Long jagged coattails lay on top of a full black skirt, and only a sliver of her dark skin could be seen between the bottom of the skirt and the top of her grey thigh high boots, matching the grey corset snugly around her waist. The mysterious figure reached out two pink-gloved hands towards Witch and Spectre, all three Pretty Cure looking on in awe.

"B-Boo?" Pumpkin breathed, catching the pink-eyed gaze of the newcomer. The figure smiled gently as she pulled up the other two to their feet.

"You can call me Cure Countess thank you very much!"

"Boo!" Witch threw her arms tightly around the pink warrior, Spectre and Pumpkin following suit shortly thereafter.

"Wow, I can't leave you guys alone for two seconds without everything falling apart!" Countess teased, though she returned the embrace with genuine relief.

"She told us she had you captured!" Spectre sniffled, burying her face against the girl's shoulder.

"Hey, no tears! She did have me for a while there...but suddenly all my captors just melted and slithered away. I guess they knew better than to mess with the fearless fairy!"

Pumpkin looked up in awe at the fairy's new, or rather old, form. "How did you transform?"

Countess shrugged and laughed sheepishly, "I don't know, the way I always used to. I knew you guys were in trouble and it just came easily. I guess I left that part of myself here on Frighton!" she laughed.

A low roar signaled the return of Lady Baphomet whose hulking form glided forward smoothly on quick legs, though she still spurted bits of black gunk from the wound created by Countess' attack. The pink cure pointed her weapon, which looked like a much longer bonewick wand, at the beast.

"Come back for another taste of my vampire staff, hmm? I'll show you the pain you've caused everyone else tenfold!"

Jabbing her staff into the ground for leverage the pink cure hurled herself into the air, moving deftly as she dodged an acid spray from Lady Baphomet's mouth. Countess soared above the beast, launching a few well placed blades of light down at the monster. Landing just behind it, Countess blocked incoming jabs from Baphomet's snake tail with a flourish of her staff, each movement calculated with practiced precision.

The other three, haggard as they were, charged back into battle with their newly transformed comrade. Spectre darted in between the legs of the monster, snagging each spindly limb with a sugar web as she slid underneath the roaring beast. Lady Baphomet wobbled, unsteady on her legs which were each secured to the ground by the spell.

Fists ablaze, Pumpkin soared towards the target with her right hand pulled back to deliver a square punch to the monster's ribs, effectively broadsiding the beast and increasing Baphomet's wobbling as she struggled to maintain her balance. Witch took to the skies, bringing her heel down hard between Lady Baphomet's horns with a loud crack as the axe kick made contact with the pale white face.

This blow sent Baphomet crumpling to the ground with another roar, though this one sounded markedly more feeble than the last.

"Your feeble attacks...will not defeat me!" she hissed, jerking on the ground as the four girls regrouped. "I emerged alone from the darkness of destruction...to rule Frighton is my right!" With another jerk one of her legs snapped free and stabbed at the Pretty Cure who leaped further back and out of her reach.

"We have to finish this," Cure Countess murmured sternly, spinning her staff with a flourish so that the small flame at the tip pointed at the other three girls. "We can do it, together."

The three Spooky! Cures nodded, each grabbing their bonewick wands and pointing the small flames that danced at the end together until the fire joined all four devices. As soon as all four burned together the flames erupted into a dazzling column of fire that blazed skyward. All four shielded their eyes, but the heat did not scorch them, rather it felt like the gentle warmth of a welcoming embrace.

Each girl placed their free hand on the Pretty Cure beside her, tensing slightly as each felt the potential energy surging through their fingertips.

"Pretty Cure…!"

All the girls tossed their weapons up into the column of flames which danced gloriously at the offering, forging something entirely new from the materials offered. Soaring up into the air all four braced themselves and stuck their hand in the glittering fire, each hand finding hold of a larger, much heftier weapon.

"Devil's Pitchfork!"

In unison all four aligned themselves and pulled out what the fire had forged for them, a long ivory staff topped with sharp prongs, small flames still quivering in anticipation at the end of each spike.

They moved together like a finely tuned machine, each girl's arms maneuvering without much necessary thought to aim the weapon down at the monster that scratched at the earth desperately, emitting spits of toxic sludge and hissing in protest.

"Pretty Cure! Halloween Hellfire!"

The blaze that hurtled towards Lady Baphomet seemed to have a life of its own as it charged at the beast who still struggled against her bindings. She retaliated with a spray of her toxins, but this was quickly burned away to nothing but smog by the vivacious flames. With a high pitched shriek Lady Baphomet's singular red eye locked on the Pretty Cure, her mouth opening once again this time to spit dark thick goo. This goo dampened some of the fire much more readily than the misty spray, but as the Cures looked on they noticed the longer she sprayed this sludge, the smaller she became.

"She's using up her own body! If we can just hold her off a bit longer…!" Countess shouted, gripping onto the pitchfork more tightly. The other three nodded, all focusing their energies of the flame that jetted out at their nemesis who continued to spit out the pieces of herself like vomit. Tears began to sting at Cure Countess' fuchsia eyes, and she shut them tightly, wrinkling her hooked nose in determination.

"The flutter of wings on a hallowed night that fights for friendship! I am Cure Countess and I will not let you hurt my friends, our planet, or our universe!"

The three girls nodded in determination.

"Evildoers beware, for we are the ambassadors of fear and emissaries of courage! We are Terribly Spooky! Pretty Cure!"

Whatever muck Lady Baphomet had left was not enough to stop the sudden sure as the flames engulfed her beastly form, the glittering wisps casting gentle rainbows of light as her hisses were drowned out by the ensuing explosion.

The four fell back down to the ground as the spell dissipated, each girl's chest heaving to catch their lost breath. With the magical synchronization broken, the Devil's Pitchfork burst apart and each girl's individual weapon clattered to the ground before the winded Pretty Cure.

Reaching for her staff, Cure Countess planted the end into the ground to help her stand as she walked in a kind of dizzy daze over to the clearing smoke where the beast once was. Lady Baphomet had returned to her usual form, a pale white goat's head with empty eyes, and a thin dark body that was curled up in a sort of fetal position. She looked smaller than initially, when once she stood taller than Fay she now seemed to be of average height, no taller than Countess herself.

The pink cure's eyes were cold as she approached the shaking figure, who lifted her head weakly to speak in a raspy whisper, "You...cannot...defeat me. Fear...will always exist. I...will always return…"

"I don't care. I should have been more thorough in destroying this place last time, I'm not going to leave here until neither you, nor anything else can come crawling back up from the rubble."

"Boo…" Witch called weakly, clutching her side as she sat up.

"Boo don't," Pumpkin pleaded in a feeble whisper, able to raise herself up slowly on her elbows.

"You can't get rid of it," Fay said gently, getting onto her knees.

Cure Countess paid them no mind, touching the end of her vampire staff to Lady Baphomet's throat. "Pretty Cure, Ghastly Guillo-"

"Milena!"

The sound of her name startled the pink warrior enough to stop her mid-incantation, pulling her weapon back and clutching it close as something approached. The thick bobbing tresses were the first thing the girls could make out, and the little shape of a child running towards them through the smoke of the explosion. Evelyn wheezed as she reached them, passing the three girlfriends and tossing her arms tightly around Countess' legs.

"Milena...no…"

Countess' eyes went wide, and she braced herself with her staff as her heart began to race. "Y-you? Evelyn? How do you know my name?"

"Milena, you can't kill her...promise me you won't kill her."

Beginning to shake, the taller girl pried herself free from the child's grasp, taking a few steps back as her eyes darted between the faces of the other cures in search of answers.

"What is going on?! Tell me what is going on!"

"I...I'm sorry I couldn't tell you sooner," Evelyn sniffled, rubbing her eyes with her patchwork hands. "I wanted to but I didn't want you to feel any guilt...I just wanted to help you where I could, when I could...I didn't realize until I was captured and Baphomet made the Pretty Fe-"

"Stop!" Countess cried, dropping to her knees and gripping her head in her hands.

There was a resounding silence that felt too heavy to break with something as feeble as a word. Each Spooky Cure looked between one another in dismay, and then back to the pair just beyond them.

"Wh-what are you talking about…" Countess finally breathed, looking at the child with tear-stained cheeks before her. The child took a shaking breath, her fingers trembling along with her breathing as she held out her hands and closed her eyes. Slowly, the pale patches that dotted her dark skin began to shake, and then to wriggle their way across her body. Each little patch flitted across her with the delicate gentleness of a butterfly's wing until she stood with a vertical line down the center of her body, one half a pale pink and the other a warm brown. When she opened her eyes the left had become a bright blue, the right a dark red, and a third eye in a vibrant purple shade opened up on her forehead. Like a cartoon the girl began to zip in half down the center line until she disappeared in a puff of colored smoke not unlike those in the bon-bombs, only to reappear as a three-headed dog around the size of a retriever.

The three cures had since huddled together tightly, unwilling to let one another go as they watched the scene unfold before them while Countess was simply left to hug her arms around herself in disbelief.

"Milena…" Cera spoke.

"Please…" Berry continued.

"Forgive us." Russ completed.

Countess dove towards the fairy, pulling them into a tight hug as tears began to roll down her face. "Y-you're here! You're alive! I thought...I thought something happened to you while I was underground...I didn't know you were still...on earth!"

Each of Cerberus' heads nuzzled into the cure, Russ licking her cheek comfortingly.

"Well someone had to try and manage the fear currents of the universe while Frighton was out of commission," Berry explained matter-of-factly.

"We had just figured out a system too, when The Dread started showing up and ruining everything," Cera muttered crossly.

"That's right!" Witch exclaimed suddenly, "You were there with your babysitter when the attacks first started!"

Cera's head turned back to face Witch, "That wasn't really our babysitter."

"We made that up so you'd come help," Berry explained.

"We're hundreds of years old, we don't need a babysitter," Russ added indignantly.

"Hundreds of years…?" Countess asked, the color beginning to drain from her face. "You were a puppy when we met...How...how old am I?"

The pause said more than words ever could.

"We first encountered you...about…" Berry scrunched up her snout as she thought.

"Ninteen...forty? Fifty?" Russ suggested.

"Nineteen fifty one, actually," Cera corrected.

The trio of cures gasped softly, and Countess fell into another heavy silence, eyes downcast to the dusty grey earth beneath her.

"1951...I was a teenager in 1951…" Her fists balled up tightly and hot tears moistened the dry terrain below. "Then how am I still alive?!"

Russ hung his head, and Berry spoke up gently, "We weren't sure ourselves. We had gone so long without finding any trace of you…"

"We thought you had died," Russ said solemnly.

"It wasn't until Lady Baphomet spoke to the Pretty Fears that we understood," Cera explained in a soft murmur.

Standing abruptly to her feet Countess crossed back to the feeble Lady Baphomet, still shaking and curled up on the ground, the three cures jumping to their feet as well.

"Boo don't-" Witch spoke, but Countess had already grasped one of Lady Baphomet's horns firmly in her hand.

"Do you know what's wrong with me?!" she demanded through tears, tugging up sharply on the horn in an attempt to bring the remnants of their nemesis to her feet.

Lady Baphomet grasped onto Countess' arm with a weak grip, venom in her words as she spoke. "All I know about you is that you are the cause of all the destruction here. You are the reason I was left here alone."

"Milena," Russ whimpered softly.

"Please put her down," Berry pleaded.

"She is the last missing part of you, your Pretty Fear."

Countess dropped the creature back to the ground and stepped backwards, tumbling over her own two feet and into the arms of the girls behind her who gently helped her back up, exchanging worried glances.

"Boo- Countess. It's okay," Witch said softly. "We know what to do! The two of you can rejoin as one, and you can be whole again!"

Pumpkin nodded encouragingly, "Then all of this will be over-"

"No!" This time Lady Baphomet's voice shook with an amalgam of fear and rage. "We are not the same."

"We're so sorry, Lady Baphomet," Cerberus murmured, all heads bowed. "We did not think anyone was left when Countess took down Frighton...we did not know her presence would give birth to something new...we should have looked for you as we looked for Milena."

"If you rejoin with Countess," Spectre encouraged, "Then you can be complete again."

Lady Baphomet quivered, so unlike the calm and stoic presence she had been so long. "No, I was born into this world alone, destined to rule. I am not meant for being a part of something else I am meant for controlling everything else."

Countess took a few steps towards the shaking figure curled up on the ground, slowly lowering herself down to the ground. "I thought I could cure fear. I thought that was my job as a Pretty Cure. When I awoke as a bat back on earth it looked like I had succeeded, but all I did was trap you here alone. I am sorry." Lady Baphomet turned her pale head away, refusing to look at the pink cure knelt beside her. "I know how scary it is to feel alone. Just knowing that the life I once had is gone, that no one I knew is left, it must be what you felt like. Waking up in a strange place without anyone else. But maybe...maybe if we rejoin it won't be so bad."

A soft whisper on an unfelt breeze carried the voices of the Pretty Fears once again.

"You do not need to be afraid."

"It is peaceful."

"You will be alright."

Lady Baphomet finally turned her head to face Cure Countess, who managed a gentle smile, extending her pink gloved hand out towards the figure. Cautiously, with fingers that trembled under the weight of her decision, Lady Baphomet took the cure's hand.

"I always thought fear...was just something I was, not something I had," Lady Baphomet murmured, moving forward as Countess pulled her into a gentle embrace. Witch, Pumpkin and Spectre all joined in, pulling the two into a tight group hug as light began to shimmer in between them.

"You'll always have a friend in us," Spectre assured.

A soft sound like an exhale carried through the air as Lady Baphomet began to fade. She was nearly gone when a clatter brought their attention downward, a white mask lying where Baphomet once stood. Pumpkin bent down to pick it up, turning it over to see the same goat face with the wide blank eyes.

"It was...a mask?"

"Almost looks like a terror mask," Witch agreed, eying the item curiously.

A shuddering breath brought their attention back to Countess, her arms now empty as Lady Baphomet wholly disappeared and her legs clearly unsteady. The girls tightened their embrace around her, concerned looks flashing between the trio.

"You feeling okay, Boo?" Witch asked with a forced laugh, but as the girl leaned even more heavily against them her chuckles stopped.

Spectre looked over at Cerberus whose heads had all eyes fixed on Countess as her breathing began increasingly haggard. "What is happening to her?"

The three headed dog approached slowly, and Countess' legs gave out from underneath her. Quickly the girls dropped to the ground as well, each holding their companion tightly.

"What is happening to her?!" Pumpkin demanded with dismay etched in her voice and her face.

"We don't know," Russ murmured softly.

"It's...okay."

Countess' voice was soft as she sat limp amongst the circle of friends.

"I'm...going."

"Going?!" Witch cried a little louder than she anticipated, "Going where? You can't go...I mean we...we just got to meet you! The real you!"

"I'm complete...now," Countess said quietly. In spite of her labored breathing her face was serene, looking between the girls and Cerberus. "I'm whole...I can leave now."

As soon as the words passed her lips, sparkles began to fall from her toes and fingertips taking with them pieces of the forgotten warrior.

"No, we can figure out a way to stop this!" Spectre insisted, grabbing Countess' hand tightly as though it would stop the slow disintegration.

Countess shook her head slowly, "Really, it's okay. There's nothing left for me to do...I've righted the wrongs I've caused with your help. Thank you so much."

"How can you be okay with this?!" Pumpkin exclaimed, allowing tears to fall openly down her face for seemingly the first time in her life, making no motion to wipe them away as her hands tightened around Countess.

"I have no more regrets, I feel I am ready. I'll get to see my friends and family again...I hope you understand. You have to let me go."

Witch threw her hat to the ground and buried her face against the girl whose lower limbs had now disappeared entirely. "Aren't you scared?"

The question made her pause, then Countess laughed weakly at the realization, "Yeah...Yeah I am. But I'll be okay."

Cerberus approached tentatively, the girls parting their tight circle to allow them to enter. They placed their paws gently upon the pink cure's chest, each giving a comforting lick to the cure's cheek.

"We…" Cera began to speak, but her soft voice caught in her throat, and Russ looked away ashamedly.

"We are happy we got to say goodbye," Berry finished, Countess nuzzling her face against the dog.

"Me too. You've gotta take good care of these girls for me, okay?"

Cerberus nodded, the trail of disintegrating glitter reaching the pink cure's chest.

"We'll see each other again. When the time comes you don't have to be afraid, I'll be waiting for you," she promised, a tear rolling down her cheek as the rest of her disappeared in a sparkling puff, the teardrop landing in the empty space between the remaining girls.

No one was sure how long they sat there, holding one another so tightly like they too might disappear without being tethered down. No one said a word, but no one needed to. They simply allowed time to pass unobserved like a wakeful sleep, doing nothing but being.


Author's note: Happy Halloween friends, I wanted to let everyone know there will be an epilogue posted following up so this isn't a real last chapter, but I wasn't able to get it completed by my Halloween deadline. Look for it next week! I love you all, thank you so much for reading!