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

Chapter 28

His opponent charged forward, dagger leveled straight for Race's chest. Standing his ground, Race waited till the last possible moment before sidestepping the cultist. Dropping down to a crouch and pivoting, he swept the man's legs out from under him, sending him crashing into the pile of traps. Letting out an annoyed growl, the man clambered to his feet, quickly turning back to face his prey.

Glowering with anger, the cultist snarled as he stepped forward with a bit more caution than he had used with his previous attack, no longer underestimating his opponent. "You were lucky, pig." He spat, "That won't happen again."

"You going to talk or fight, tough guy?" Race mocked. If he could keep the man angry, he could anticipate his actions and cause the bulky cultist to make a deadly mistake.

Narrowing his eyes, the cultist studied Race. Faking a jab forward, the he pivoted and lashed out with a backhanded swing of his blade aiming for Race's head. Seeing the attack unfold, Race ducked below the man's outstretched arm.

As he saw his opposition avoid the blow, the cult member refocused and as Race brought himself back up to a standing position, the man took two long strides and quickly closed the distance between himself and the white-haired man. As he moved in, he threw a punch into the bodyguard's gut, causing Race to stagger backwards. Grinning the man kept close to Race, and threw a follow up punch that connected to the side of Race's head.

Caught off guard and off balance, Race staggered and fell to his knees, bracing his fall as his combat knife slipped from his grip. Hearing the big man moving in for the kill, Race twisted and sprung back up into high crouch just as the man was coming on top of him. Grabbing the cultist's bulky robe, Race fell backwards and using the man's momentum against him, planted his feet into his attacker's stomach and launched him over his head with a perfectly executed throw.

As the cultist skidded across the slick pavement, Race picked up his knife as he stood and rushed towards the fallen man. Reaching him, he landed on the man's back as he tried to stand, flattening him down to the ground once again. Grabbing his thick bald head, Race slammed the man's face into the concrete, a sickening crunch and groan resonating through the air as the man's nose shattered from the force of the blow.

Race raised his knife, but before he could bring the blade down for the kill, the cultist rolled onto his back, reached up and grabbed Race's arm.

Wrenching hard, Race let out a pained cry as the man twisted his arm at an excruciating angle, causing Race to let go of his own weapon. The move exposed Race's torso and the cultist thrust his dagger straight for Race's stomach. Race jerked, even as the move caused his arm to pull at an even more painful angle, the acolyte's blade missed its target and glanced harmlessly off of Race's plate carrier vest.

With a grunt of anger, the cultist watched as his blow was deflected, then kicking his knees up he raised his hips and spun, sending Race toppling off of him. Wincing against the pain in his arm, Race scrambled back to his feet, just as the cultist was doing the same. Moving in swiftly, Race threw a combination of blows to the man's midsection, keeping him off balance, then as the cultist dropped his head, Race connected with a jaw crunching uppercut. The man staggered and crashed back into the pile of crates.

Needing to end the fight quickly, Race recovered his dropped weapon and rushed back towards the dazed, but amazingly still conscious, fighter. Seeing that his attacker had also dropped his weapon when he had fallen, Race crouched down and scooped up the dastardly, wicked looking blade.

"I'll kill you for this," The cultist growled through a mouth full of blood and broken teeth.

"I don't think so," Race said as he stood in front of the man as he tried to stand. "Give up and I'll let you live."

"First you, then that pathetic little girl of yours and her pesky boyfriend." The cultist shot back. "I'll enjoy tearing their throats out."

Race felt the anger well up inside of him as the obviously defeated man continued his intimidating rant. "What did you do to them?" Race heard himself ask as his fingers tightened around the hilts of both of the knives.

The cultist laughed as he stood, then with a speed he should not have possessed lunged at Race in one final attempt to kill his enemy. As he did, Race raised his weapons and plunged them into the charging man's chest. Faces only inches apart, Race's lips curled into a hateful snarl as he met the cultist's eyes and jammed the blades deeper into the man's chest.

Eyes wide with surprise the man wavered, then grabbing on to Race's shoulders he pulled the bodyguard down on top of him as he feet went out beneath him and the two collided with the hard concrete. Keeping his eyes on the dying man's face, Race saw a hint of fear in the other man's eyes and as the big man's grip loosened from Race's shoulders he met Race's gaze, "Please, no,"

His jaw set, Race held the man's gaze and through gritted teeth said, "Who's the pathetic whimpering coward now?"

Pulling back, Race ripped the knives from the man's chest as he stood, and he watched with grim satisfaction as another cult of Cthulhu member bled out.

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Benton followed Phil as they left the warehouse, heading straight for the pier. As they approached, the scientist could make out dark outlines of the occupants that occupied the berth, their sizes dwarfed by the colossal form of the Great One.

When they were approximately fifty yards from the entrance to the pier, Benton tugged on the Director's vest, "Stop here."

Phil shot a quick glance over his shoulder, then crouched down in compliance. "What are we doing, Doctor?" His voice louder than he would have liked. While the darkness had masked their approach, the noise of the storm had died down in their general location, now concentrated fully over the ocean where the black cyclone twisted with a fury that matched that of the monster Cthulhu.

Benton shook his head as he went to his knees. Opening the book, he quickly flipped to the pages that he believed depicted the outcome of their final battle. Phil's eyes drifted towards the page, then immediately shot back up to stare at Benton, "What the hell, Benton? No way!"

"This is the only way." Benton grumbled.

"I can't let you do this." Phil protested as he grabbed Benton by the collar of his shirt.

Benton frowned and pushed Phil so hard the man fell backwards. "You made a promise, Phil."

"If I had known this is what you were planning," He said as he gestured at the book.

"This is the only way to stop Cthulhu." Benton replied.

"Sir?" Massey asked, coming up next to his superior.

Phil shot Benton a look, but when he saw the determination on Quest's face he knew there would be no arguing with the man. Grumbling Phil picked himself up off the ground. Checking his HCAR he nodded to Agent Massey while motioning for him to go back behind Benton, "Just watch his back, Rob."

Massey nodded and moved off. Going back down to one knee, Phil's eyes locked with Benton's, "I sure hope you know what you're doing, Doctor." He said before turning his back to the scientist, raising his rifle, and providing the man the protection he had promised.

"Me too." Benton said; taking a deep breath he began to recite the words.

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"Grab him!" Melana snarled.

Jonny spun as a cultist sprinted towards him. As the man rushed past the spot where he had just stood, Jonny came around with a spinning kick to the man's lower back, sending him sprawling out onto his belly as he slid off the slippery pier and fell into the dark waves.

As other cultists surrounded the young Quest, Anaya took a step forward, the Necronomicon still clutched in her hands. His eyes moving towards the wicked tome, the Priest smiled as the book pulsed in the Zin woman's grasp, an eerie pure blue glow emanating from the pages. Seeing his opportunity, the Priest rushed towards her. In full stride, the cult leader cocked his arm back, his fist balled tight, and landed a solid hit to the startled woman's face. Caught off guard, Anaya fell, the book slipping from her grasp. Scooping it up, the Priest cradled the text like a delicate child; a look of haunted delight somehow evident in his inhuman eyes.

"It is mine!" He screeched as he darted away from the Zins towards the end of the pier before being stopped dead in his tracks. The words reached his ears, amplified by the howling wind, before he could make out who was speaking them. "No!" He cried, unaware until that moment of the power that Doctor Quest possessed.

Hastily, the Priest recited a lesser summoning chant, calling forth legions of lesser creatures from their underworld domain. "Destroy them all!"

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Lifting his gaze from the text, Benton stared out into the blackened night, his gaze locking on to the golden, saucer like orbs of the unholiest of the Ancients, Great Cthulhu. Lifting his arms, palms facing the magnificent horror, the words began to flow.

"Rise! Rise to rid the world of your Enemy,

Yag-Sobdahl, destroy the one before us that threatens all existence,

The sacrifice of the Righteous for the destruction of the Wicked"

As he spoke, the world around Doctor Benton Quest shook, but he took no notice. He kept his gaze upon the hideous Cthulhu; watched as the creature froze. Its exalted evilness bored through Benton's soul, tore at his sanity, and frightened him to the core.

"What is this?" Cthulhu boomed. Its voice sending a shockwave across the village of Innsmouth. "Stop him!" The beast commanded as the lesser minions responded with shrieks of elated anticipation.

Buildings rattled, crates crashed against the concrete and the ground began to split. Corbin glanced nervously over his shoulder at Benton and saw the man appeared to be in a trance; his eyes vacant, yet all seeing.

A thunderous crack reverberated through his ears and Phil turned his attention to his agent behind Benton. Seeing the ground split and rise around Massey, Phil jumped to his feet as a slimy tentacle slithered out of the abyss and latched on to the other agent's leg.

"Rob!" Phil yelled as he moved to help him comrade.

Agent Massey cried out in surprise and terror as the tentacle wrapped around his right leg, yanking him off his feet. In a flash, Phil was at the man's side; aiming his weapon into the unseen depths below, he fired blindly at whatever might be trying to drag Massey down.

Terror stricken, Massey grabbed Phil's leg, causing the Director to stagger on the slick pavement. Clutching his superior for dear life, Massey hollered in pain as the tentacle tightened around his leg, squeezing tightly. Phil growled and continued to fire at whatever hellish beast was below. The slimy feeler tugged, causing Massey to do the same. Phil grunted as his leg was jerked out from beneath him and crashed to the ground, his weapon falling from his hands.

"Don't let it take me," Agent Massey pleaded with a look of desperation.

Corbin scrambled to his knees, unsheathed his combat knife and stabbed the pulsing tentacle over and over. From the depths, a shocked howl wafted from the hole. Feeling the tentacle loosen its hold, Massey scrambled backwards. Just as he was almost out of its reach, the wounded beast lashed out again and secured the agent's ankle. Massey cried out as the creature began to pull him down again.

With one final jab, Phil stabbed the tentacle with all his strength. Quickly getting to his feet, he pulled his sidearm from its holster on his leg and fired at the tentacle itself. As the rounds impacted the thick, bulbous mass of flesh, yellowish-green puss discharged from the wounds and with one final scream, the tentacle released its hold on Agent Massey and disappeared back into the bowels beneath Innsmouth.

Breathing heavily, Massey stared at the hole, his eyes wide with fright. Quickly retrieving his rifle, Phil grabbed the stunned agent under the arm and hauled him to his feet. "Are you alright?"

Massey nodded, his eyes still locked on the hole where the creature had tried to drag him down to his death. "I think so. Yeah, I'm okay."

"We have to get back to Doctor Quest." He ordered.

Massey, still in shock, but regaining his professional composure, slowly nodded. "Alright."

As the two I-1 agents turned, they saw that Benton had moved closer to the pier. Grumbling Phil took a step forward, but a hail of bullets cut the two men off. Reacting on instinct, they duck and rushed towards a stack of wooden crates for cover. As they reached their destination, Phil cursed. "Damnit, we have to get to him."

Massey nodded, "But first we need to take out whoever is shooting at us."

Phil smirked at the other agent and replied, "Ya think?"

Working as a team, the two men focused their efforts on eliminating the gun-toting cultists.

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"Damn him!" Melana spat as she ran back down the pier in the direction of the fleeing Priest. "Deal with that brat!" She growled to the cultists that currently had Jonny encircled.

"Get the Necronomicon." She said to her sister who was slowly recovering from the vicious hit from the Priest.

"It's over, Melana," Anaya voice was shaky, fear evident in her words. She looked from her enraged sister to the ghastly Cthulhu, releasing too late the mistake they had made in summoning the monster from its sunken city. In the past, Cthulhu was weakened, still bound to its chains of the Necronomicon, but now with the stars aligned, it was uncontrollable.

A look of scorn surfaced upon Melana's face. "Father would never give up!"

"Father is dead and if we don't get out of here we will be as well." Anaya replied.

"Coward!" Melana shouted as she withdrew her dagger from its hiding spot behind her back. "Runaway then, Anaya. Run like the pathetic cretin you've become."

Anaya shook her head at her twin. The look in Melana's eyes was enough for Anaya to know that her sister was lost to her. Feeling a slight twinge of sadness, Anaya ran.

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Cutting through a dark alley, Hadji and Heather ran in the general direction of the ocean and the distinct sounds of gunfire. As they drew closer, the firing became overshadowed by the wails and howls of the storm combined with the cries and shrieks of men and monsters alike. Slowing as they approached the next intersection Hadji glanced at the woman who he had just recently met. Her fear was evident, but Hadji also saw a look of fortitude within her eyes that led the young Sultan to believe the reporter had been exposed to the same horrors as the rest of the team that had been brought upon them all by the daughters of Doctor Zin.

"Are you okay?" He asked as they paused for a breather. They had not seen or heard whatever had killed Agent Garcia pursuing them any longer.

Nodding, Heather replied. "Yeah, what about you?"

"I am fine, but we must try to get to the others. They need our help."

"Agreed." Heather glanced at the M4 Carbine in her hands stating, "I've never fired one of these before."

Hadji snapped his fingers and smiled, "Just aim and squeeze the trigger."

Blushing Heather replied, "Yeah, got it."

Rushing footsteps interrupted their conversation and exchanging a quick look they leaned into the shadows of the buildings. A moment later Anaya Zin emerged from the dark, panic and desperation propelling the young Zin as she fled. Moving from the building he crouched and thrusting his leg forward, sent Anaya flying from her feet with a well-timed sweep to her lower legs.

With a startled gasp, Anaya went sprawling forward onto the slippery roadway. As she hit the ground, she hurriedly rolled onto her back and scoffed when she saw Hadji and the curly haired woman standing before her. Scooting backwards she said, "You have no idea what is happening out there."

"Then inform us." Heather said and pointed the rifle at the woman's feet.

Anaya raised her hands, showing she was unarmed. "I had no idea it would come to this."

"What have you done, Anaya?" Hadji asked, his tone firm, but with a hint of compassion. "Where are Jonny and Jessie?"

Standing, Anaya spoke, "The Priest is offering them to Cthulhu."

Hadji could not mask his shock; even though he had suspected such a thing, he had tried to convince himself that he had been wrong. "Why? And where is your sister?"

"They're all mad and if you don't get out of here you'll be dead, just like the rest of your family and friends."

Hadji lowered his eyes, "No, that cannot be."

Seeing Hadji distracted by her words, Anaya saw her opportunity to seize the teen, perhaps use him as leverage for her escape if necessary. Ready to pounce at the preoccupied boy, Anaya tensed and moved to act, when she immediately felt a sharp jolt to the side of her head. Collapsing in a heap, she groaned in pain, her eyes fluttered just long enough to see the woman who they had previously held captive standing over her, rifle raised in her arms. Just before losing consciousness she realized the brazen woman had butt-stroked her to the side of the head.

Watching as Anaya wavered on the brink of unconsciousness, Hadji shook his head to regain his focus. "You hit her." He said with astonishment.

"She was about to grab you," Heather explained as she lowered the rifle. "And I wasn't about to let her take you, not after what they've already done."

Hadji took in her words, 'She must have witnessed something pretty horrible.' Hadji thought, but not wanting to press the issue he turned his attention back to the present situation. "We can use the sling on your rifle to tie her up. Then we can go help the others."

"With pleasure," Heather said and got to work on removing the sling.

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Melana watched her cowardly sister run off into the darkness, yet she cared not what would happen to Anaya. All Melana desired was the Necronomicon and control of the Great Cthulhu. Her lips curled into a vicious sneer as her eyes fell upon the Priest, who had stopped at the base of the pier, his back to her.

Snarling she strode up behind the man and rammed the dagger into his back. "The book is mine, Priest."

She felt the man's body stiffen as the dagger pierced his flesh all the way to the hilt; she felt his warm blood seeping from his wound as it dripped onto her hand. Laughing she twisted the blade sharply as the Priest let out a hushed cry. Dropping the Necronomicon, his body slackened and as she withdrew her blade, the man crumbled to the ground. Stepping over his body, she picked up the book, "Now for Doctor Quest."

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Benton was drawn towards the sea. Once Corbin had run back to help his friend, Benton picked up the book and stood. Moving as if he was under a spell, Benton held the book before him, each step bringing him closer to his nemesis within the ocean.

"Yag-Sobdahl, Lord of the Elder Things,

Rise! Proclaim you right as the true Founder,

The Supreme Ruler of the Ancients and your realm,

Rise!

My Blood for His Blood,

A Soul for the Soulless,

The Blood of the Righteous for the Heart of the Wicked"

As he recited the words, Benton gazed into the madness of the Great Cthulhu. The madness that threatened to consume him, but if he dared to look away, then all would be lost.

Cthulhu howled as it heard Benton's enunciation. Throwing its tentacle-infested maw backwards, it screamed, "Fool! What have you done?"

"Release the girl!" Benton ordered.

Laughter poured from Cthulhu's being as he tightened his hold upon Jessie. "She is mine now. She will become one with the sea. She will serve me well."

"Rise, Yag-Sobdahl, Rise!" Benton shouted.

"No!" Cthulhu screamed. Spreading its leathery wings, it attempted to take flight as the sea around its bulbous torso raged.

An alien scream pierced the night as the summoned Ancient, the Elder Thing Yag-Sobdahl, rose from the ocean behind the Great Cthulhu, the Elder Thing a hideous sight, rivalling that of Cthulhu. A mass of greenish-black skin, with multiple arms and legs, similar to a spider, covered with spiky thorn like protrusions, each ending with sharpened talons as thick as tree trunks. Similar to Cthulhu and the Elder Things beneath the Mountains of Madness, Yag-Sobdahl had great, sinew like wings that spread out behind its back as it breached through the ocean. Atop its disgusting body sat a large head filled with multiple eyes. A long snout, within which was a mouth lined with large razor sharp fangs, released another ear piercing scream as it emerged.

Screeching with hate, Cthulhu flapped its wings as Yag-Sobdahl emerged, wrapping its prickly, spike-covered arms around Cthulhu's head. Cthulhu struggled and as it attempted to pry the new threat's grip from its face, it dropped Jessie, her body plummeting towards the black waves.

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"Jessie!" Jonny cried out when he saw her fall from the monster's grasp. Eyes wide with dread, Jonny was terrified as he watched the red-head, the love of his life, hit the water and fade from sight beneath the churning waves.

No longer concerned about his own well being, Jonny lashed out at the nearest cultist, landing a sturdy punch in the man's gut, causing him to keel over. A quick follow up knee to the chin, sent the injured cultist sprawling to his back. The man's compatriots stood frozen in terror as they watched the newest Ancient rise from the depths to engage their own evil god in an ancient struggle for dominance. Rushing past the terrified men, Jonny ran towards the end of the pier and in full stride leapt and dove headfirst into the murky waters.

As soon as he hit the water, his lungs burned from the insanely cold salt water. Keeping his eyes open, even with the stinging pain of the salt, he swam into the deep, searching for Jessie. His mind reeled against the encroaching madness as his eyes fell upon the lower half of the Great One, Cthulhu; its scaly, muscled legs disappearing into the blackened depths of the ocean.

Lungs on fire as they screamed for air, Jonny knew he could not risk heading to the surface or else Jessie would be lost forever.

Desperately searching the dark, Jonny propelled himself further down as blackened spots began to appear on the edges of his vision. Just when he thought all was lost, he saw a swirl of blazing red shining like a beacon against the black unknown.

Pushing himself as hard as he could, Jonny commanded his muscles to continue and just when he thought he couldn't hang on any longer, his hands connected with Jessie's unconscious form. Wrapping his arms around her, he kicked as hard as he could, launching himself and Jessie towards the surface.

The blackness of the night, combined with the lack of oxygen, was throwing Jonny's mind for a loop and as the dizziness set in his mind began to play tricks, yet he shot forth from the depths, cresting the waves as he instinctively inhaled as much air as possible.

Pulling Jessie's head above water, Jonny saw she was still out, but her eyelids fluttered, showing a sign of life. Kicking, he pulled Jessie away from the raging monsters above them and headed for land. As the shoreline approached, Jonny's ears were filled with all chaotic sounds of the fighting within the village of Innsmouth; the screams emanating from the battling behemoths; the cries from the wounded lesser beasts that appeared to be linked to the struggles of their Masters; the intermittent exchanges of gunfire; and most of all a voice, a voice the seemed to boom across the airwaves, a voice that was reciting an ancient script, the voice of his father.

Reaching the shallow water, Jonny traversed the rest of the short distance to the shore with Jessie wrapped securely in his arms. As they exited the frigid sea, he gently set her down, the cold winter air lashed about, but he felt no sense of chill within his adrenaline fueled body.

Kneeling down next to her, Jonny checked her vitals and began to administer CPR. "Come on, Ace, come on." He encouraged as he worked to revive her. Moments later, her chest heaved, then she coughed up a lung full of nasty salt water.

Letting out a tearful cry of joy, Jonny wrapped his arms around her, rolling her onto her side so she could expel the rest of the tainted fluid.

"Jonny?" Her voice was hoarse and barely above a whisper. After a short coughing fit, she turned within the grasp of his strong arms and looked into his crystal blue orbs.

Gazing into her confused eyes, he saw that the emerald shine of her pupils had returned. Hugging her close, he rocked back and forth on his knees as he nestled his face against her wet hair. "Jessie, thank God." He breathed.

Embracing the young man, Jessie held him tight, ignoring the pain that suddenly returned to her broken arm, never wanting to ever let go. "Jonny, what happened?"

"Don't worry about that right now," He replied softly as he pulled her in closer.

Even through his water soaked clothes, Jessie could feel his warmth, feel the life coursing through his body. Pulling her legs up tight, she curled up into his embrace and as their eyes met, Jonny leaned down and kissed her deeply.

Jessie, revitalized by the warmness of his lips, eagerly returned his kiss. She no longer felt the need to mask her true feelings for Jonny, for the young man that had risked his own life to save hers. Lips locked in passion, bodies entwined as one, Jessie knew, at that moment that her love for Jonny Quest was reciprocated a hundred fold.

Deathly screams of the enormous beasts snapped the two young lovers out of their tender embrace. Gazing back out to the sea, they saw the Great Cthulhu and the Elder Thing locked in mortal combat. Each having weakened the other as they crashed down into the ocean, then as one, their massive forms sank back down into the depths of the abyss.

"Is it over?" Jessie whispered as the winds died down, the black swirling cyclone receding off into the vast distance of the ocean.

Jonny planted a delicate kiss on her head, as he heard heavy footsteps rushing towards them. Turning in anticipation of another threat, he breathed a sigh of relief as Race and Agent Harris ran to their side.

Race knelt down and quickly hugged the two teens. Then he reached down and wrapped his daughter into his arms, holding her against his chest in a tight embrace. Agent Harris removed his jacket and gave it to Jonny. Race did the same, covering his daughter with it to help ward off the cold.

"Ponchita," Race murmured between tears, "Are you okay?"

"I am, thanks to Jonny." She replied quietly.

As Race helped his only child to her feet, careful of her wounded arm, Jonny suddenly remembered the words he had heard, the words of his father. Looking back towards the pier his eyes ventured off towards the warehouse.

"No!" He exclaimed as he jumped to his feet, "Dad!"

His words caused the others to peer off in the direction that Jonny stared. As Jonny bolted off Race closed his eyes, whispering "Benton, what have you done?"

As quickly as possible they headed off towards the gruesome scene.

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"What are you doing?" Melana yelled as she rushed at Benton. "You bastard!"

Benton saw the woman approach and quickly set the book down on the ground before him. "It's over, Melana Zin. You've meddled in affairs that have no place in our world. You cannot control these monsters, you never could!"

"You've ruined everything." Her insane scream piercing his eardrums like ice.

Pointing at the woman he declared, "You're finished, just like your father."

"I will have my revenge for father's death, Quest!" Melana cried as she lunged at Benton, the menacing dagger held out before her in one hand as the other gripped the Necronomicon.

"For my family!" Benton stated and spread his arms wide. As the daughter of Zin rushed, Benton twisted slightly to the side, but Melana crashed into him anyways and plunged her dagger into the side of his torso.

He felt the blade enter as he stared into the woman's hate filled eyes. Grinning at him, Melana stepped backwards, pulling the weapon free from the scientist's body.

Clutching his wound, Benton fell to his knees. Keeping his eyes upon the woman, he felt no pain as his blood seeped through his fingers. Melana stared at the man, her evil grin going wide.

"You are nothing, Doctor Benton Quest." Melana laughed.

Benton smiled at the woman, then collapsed on top of the text of the Elder Things, his blood seeping into its ancient pages. As he did, he breathed the final words.

"My Blood for His Blood,

My Blood for Her Blood,

Sacrifice of the Righteous to you, Yag-Sobdahl, to destroy the Wicked,

My Life for Their Lives"

Hearing his final incantation, the realization of Benton's actions struck Melana. Stepping away from the man, she turned, searching for an escape. Before she could run, she screamed as Cthulhu's tentacles wrapped around her body, immobilizing her arms and trapping the Necronomicon against her chest. Lifted from her feet, she struggled as Cthulhu struggled against Yag-Sobdahl, fought for her life as Cthulhu fought for its life.

Melana, wrapped in the clutches of the monster she thought she could control, screamed in terror as the swarming tentacles tightened around her slender body. In one final fit of pain and fear, she cried out, before her head disappeared amongst the coiling, slithering tentacles and Cthulhu silenced her forever.

The Elder Thing let loose an angry roar and squeezed its arms even tighter around Cthulhu's crown as it snapped its fang filled mouth against the Great One's thick neck. Raging against the assault, Cthulhu whipped back and forth, sending waves crashing against the shore. An alien shriek emanated from Yag-Sobdahl's mouth as it let go of Cthulhu's neck and racked its talons across the Great Ones orbs.

Flapping its massive wings, Cthulhu attempted to lift itself from the water, as Yag-Sobdahl slammed its talons into its adversary's moistened flesh. Cthulhu wailed as it bled, then Yag-Sobdahl spread its own wings and lifted its enemy into the darkened night. As the two colossal beasts battled, Cthulhu twisted and pierced Yag-Sobdahl's bulky chest area with its own menacing claws. Its maw of swirling tentacles lashed out and wrapped around Yag-Sobdahl's multi-eyed head and snout. As the two fought, they screeched and screamed in their alien tongues and as they rose higher, filling the sky with their immense forms, they clung to each other, each desperately attempting to destroy the other. Cthulhu spread its wings and with its muscled legs, pushed off of Yag-Sobdahl, freeing itself from the Elder Things grasp.

As the creature summoned by Benton fell towards the sea, it flapped its wings, reversing its decent. The Great One cried out, then collapsed its leathery wings and dove towards its ancient enemy. Slamming into the Supreme Elder Thing, each creature stabbed the other. Their talons ripping through each other's flesh. Twisted together in a macabre scene of horror and death, the two hellish monsters screamed as they crashed into the sea as one, then sank beneath the dark, cold waves.

Benton watched the battle of the two ancient enemies as it unfolded. His eyes heavy, he struggled to remain focused on the outcome. As the Great One and the Elder Thing fought to destroy each other, Benton could hear their alien words in his mind. He understood their speech. He knew that neither would quit. They would each rather die than succumb to the will of the other. As the beasts stabbed each other and crashed into the ocean, their voices went silent.

As the storm dissipated, Benton sighed and closed his eyes.

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Jonny reached his dad's side just as Hadji was making his way towards him as well. Both brothers exchanged worried looks as they knelt down next to their gravely wounded father. "Dad, no, dad, please," Jonny sobbed lightly as he examined his father's injury.

"Jonny," Benton's voice was low, relief evident in his words, "you're safe."

"Dad, why?" Jonny cried.

"To save you, to save them all." He replied, his voice coming out in short gasps.

"Do not speak, father," Hadji said.

His wound still bleeding, Benton's eyes drifted away from the hazy visages of his two sons and stared off into the sky; he saw the storm had died and the rain was replaced with a light flurry of snowfall. Smiling, his mind drifted towards peace and calm.

Running as fast as possible, Race came up to Benton and the boys. Feeling his heart sink, he was shocked by the sight. "Dad, you have to do something," He heard his daughter say.

Shaking his head to clear his thoughts he knelt down next to Benton and gently pulled the man's shirt free of the wound.

"What are you doing?" Jonny asked.

The boy was obviously in shock, so he responded gently, "We need to stop the bleeding, Jonny." Then, "Call an ambulance!" He shouted to no one in particular.

As Corbin and his agents came upon the scene the Director took in the sight and turned towards Massey and Harris, giving them orders to guard the few remaining cultists that had surrendered, as well as Anaya Zin who was currently standing next to the reporter watching the scene with a look of sadness and regret upon her face. As the men complied, Phil flipped his radio to the corresponding frequency to call for help.

"Come on, Benton," Race said when he saw his friend's face begin to pale, "You have to fight. You can't quit, not now."

"It's peaceful there," Benton whispered.

Race attributed the man's words to shock and looking back at Phil he yelled, "Where's the damn ambulance?"

"A medevac bird is coming," Phil replied, but his voice was shaky, afraid it wouldn't make it in time.

Race gritted his teeth and pressed harder on the wound.

"Dad, you have to fight," Jonny said. "You can't leave me. I need you. I love you." He felt Jessie's comforting hand upon his shoulder.

The sound of feet shuffling through the thin layer of snow caught Race's attention and he saw two of the Innsmouth residents heading towards them, appearing to have materialized out of thin air. Race tensed as he watched the villagers watch them. "Get out of here!" He growled.

"We can help." One of the men said, but remained at a respectful distance.

"I said, get out of here, you devils!" Race shot back. Looking back down at the Doctor's wound, he saw that his attempts at applying pressure were not working.

"Race, wait," Phil said as he knelt down next to the bodyguard, "I know that man. Let him help, it may be Benton's only chance."

Glaring at the I-1 Director, Race replied, "How do you know that?"

Phil shook his head, "I'll explain later. Just let them help Benton. Trust me, Race."

"Where's that damn helicopter?" Race snarled. Looking at the boys, Race saw the fear and desperation in their eyes; their father didn't have much time.

Race nodded as he looked back at Benton's face. The scientist was staring off into the sky, his eyes blinking as the snowflakes landed tenderly upon his lashes.

Phil waved the fishermen over. Moving back, Phil let the old man kneel next to Benton in his place.

The elder man's companion handed him a box, similar to the one they had given to Heather earlier. "Let me see the wound." The old man's voice was calm. Race gave the man one more look before removing his hands from atop Benton's torso. As he did, Benton's blood began to flow more freely once again.

Race stood and stepped back, letting the other man kneel down next to his older companion.

"His wound is deep," The old man said. Looking at Jonny and Hadji, he asked, "Is this man your father?"

The boys nodded in unison.

"He is a brave man that loves you both very much," The old man stated as he opened the box and withdrew a balled up cloth. "Do not be frightened." No one was sure exactly who the man directed the last statement towards, perhaps to Benton, perhaps to the boys, or perhaps to everyone, even himself.

The younger man used a different cloth to wipe away the blood from Benton's skin before the old fisherman parted Benton's wounds with a gnarled hand and jammed the balled up cloth into the wound. Benton's body lurched from the sudden onslaught of pain. Jonny grabbed his father's hand, as did Hadji with the other, and they both looked at the fisherman with a sense of uncertainty.

"What are you doing to him?" Race hollered when he saw Benton's reaction. He took a step forward to intervene, but felt Phil grab his arm.

"Let them do what they have to do." Phil said. Race momentarily remembered Captain Edwards words to him about Phil and again wondered how and why his friend and this fisherman had previously crossed paths.

"Where's the helicopter?" Race asked, without accusation. His only concern now was for Benton.

Phil spoke into his radio, a sense of urgency in his voice as Race heard the man making strict demands to who he could only imagine was the pilot of the helicopter. "They're in flight." Phil said after a moment.

Nodding, Race turned his attention back towards the scene on the ground before them. Moving away from the Director he went to stand at his daughter's side, who still had her good hand placed on Jonny's shoulder, showing her support.

Tears streaked Jonny's cheeks as he gripped his father's hand. Leaning his head down next to his father's he spoke softly in the elder Quest's ear, "Dad, please, don't leave me. You can't. I know why you did what you did. It's because you love me. And I love you too, so don't go. You have to stay strong. I'm sorry for all the horrible things I said to you. For how I treated you. Please, dad, forgive me. I love you."

Keeping his head next to his father's he felt Benton's hand slip from his. Afraid, Jonny's heart fluttered with worry, but a moment later he felt his father's hand on the back of his own head. "I love you too, son." Benton breathed before his hand slid back down to the ground.

Jessie gasped and buried her head in her father's chest, her own injuries forgotten.

Hadji closed his eyes and between tears recited a prayer of his people.

Phil wrapped his arms around Heather as she cried into his shoulder.

The fishermen of Innsmouth closed their eyes, chanting in a low foreign tongue.

The snow continued to blanket Innsmouth, the darkened world transforming into an illusion of peace, purity, and new beginnings. In the distance, the helicopter approached.

As the snow fell, Jonny Quest cursed the world and cried.

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To Be Continued…