The scene changed suddenly to the attic. The tired and injured group moved slowly passed the cage containing many large creatures.

"Shit there's so many!" Prussia exclaimed unsheathing his sword.

"Don't worry," Italy spoke in a shaky voice. They didn't even make it to this point the last time, but the first time... "They can't get out, so we are safe as long as we don't open the gate."

England eyed the beasts nervously, "Italy there's a door at the end of this hallway. What should we expect behind it?"

"There's another monster waiting just inside, but it's slow. We should be safe so long as we don't get too close. The key should be on the wall near the back," Italy informed them.

The door opened and they stormed in. An ugly grey blob shuffled slowly from the far right corner of the room. A thousand eyes became centered on them as it moved unblinkingly, scraping its mangled body against the ground.

"What is that thing?!" America cried out in horror.

"It's not important. Look! Against that wall. There's the key!" Italy pointed out.

/\

"Wait what?!" America interrupted. "How is the key there!? I'm mean I realize Italy said it had always been there in the past, but if they found the key then..." He had been following so far, but if this group found the key and everyone was still alive, shouldn't they have escaped?!

Italy's face had gone pale. He had gone from happy and nostalgic, to sullen and sad in a rather short amount of time. The memory was somewhat fuzzy, but he knew they didn't survive this.

England, being the only other one to remember what happened next, tried to comfort him, "It's alright Italy. If it's too hard for you, you don't have to watch."

Italy shook his head brushing away not yet formed tears, "No. I'm ok. It had to happen this way. Or we would have never gotten as far as we are now."

"What had to happen. What way?" Japan asked nervously.

Japan was ignored and attention was brought back to the group from the past as they started to leave the room.

/\

Italy held the key tightly in his small fist. It felt like magic... and hope. Tears of joy were already budding at his eyes. They were going to get out of here! All of them, together. It truly felt like a miracle. But they weren't out yet. They still had to reach the front door. And they were starting to run ragged. "Now that we have the key, those creatures are likely to come after us even more," Italy remembered from his first mistake, "We don't have time to rest."

"We don't need to rest. We can plow over any one of them that gets between us and the door," Russia grinned.

"No need to worry," America laughed, "We can handle it. Let's just get going before it has time to realize."

And they ran. Out the door and streaking down the hall. Prussia tailed them and was the last to notice the terrifying change in the hallways. "Ah!" He scanned the cage in terror, "Where the hell did they all go!?"

"Prussia come on. You're going to be left behind!" France called after him.

Prussia tentatively ran after them, staring at the empty cell in horror as he darted from the room. The staircases were easy. So far there was no sign of anything. Italy led the group, being the one with the fastest feet, and the key. They were going to make a break for it. So close...

Italy let out a laugh of relief as they reached the bottom of the stairs and the door was in sight. He reached his hand out for it, ready to throw it open and rush them outside. They were this close!

Out of nowhere what seemed likes a thousand enemies flashed in around him. Snarled fangs, claws like daggers, and soulless eyes a piercing black. "No!" Italy screamed, his blood running cold.

China, Prussia, and Canada hadn't finished coming down the staircase and tried to retreat back to safety upon seeing what awaited them. The malicious creatures pulled them back down by their ankles. Screams were heard as they tried to fight back against the ever growing number of monsters.

/\

"Oh my god," Canada voiced in shock.

"So... even if we had managed to get that key, this is what would have been our fate?!" America complained in horror.

"We could have saved ourselves a lot of trouble if we had seen these memories sooner," France commented.

Canada added forbodingly, "We had no way of knowing. But to think, this was how another promising world had ended. Without a hint of warning..."

/\

Japan was surrounded. Six of the creatures were pressed shoulder to shoulder as they pushed to be one of the first to land a killing strike. Japan couldn't keep up with all of them. His blade was drawn, dripping with the blood of both his enemies and himself. Deep scratches tore up his face, stinging against the whipping air of a signaling attack.

Japan managed to dodge , ducking under the sharp claws and jabbing the creature in the gut with his katana. The blade bent with the forward force, it was designed for slicing and precision, not for forward force.

One of the others had been waiting for this opportunity and took him out from behind. Claws dug deep into Japan's back tearing out large chunks of flesh, catching on bone, and whipping across the room.

Japan fell with a bounce, his head hitting the floor not once but twice. Blood puddled around him, from the wound in his back. While still in place, white peaked through the carnage, his spine glinting through.

Meanwhile Italy was fighting his own battles. If he was lucky he would catch a glimpse of the others once or twice. He had no idea how they were holding up, or if they could even take all of these creatures down. But they didn't have much choice.

Italy relied heavily on his feet to keep from being hurt. He didn't have any real weapon. At the moment he was using the stick from his diminished flag. It barely helped to keep the creatures off of him, and dealt no damage.

"Oh god! Why did this have to happen!" Italy cried silently. Everything was going so well. They were going to get out! They had the key! Italy pulled himself together. No, they could still get out. They were all still alive after all. They just had too...

Italy witnessed Japan being thrown across the room. His body smashing against the floor and coming to a stop. His back... "Japan!" Italy screamed in terror rushing to Japan's side.

Japan's eyes tightened from the pain ringing in his ears. He had long complained about his back hurting, but he had never felt something like this. He tried to move, just an inch, he knew he couldn't lie here or the enemy would get to him. However his injuries were too severe for him to move. That tiny shift in weight caused a black cloud of pain to cover his vision. He almost passed out. Squinting through the pain he could start to see the blood pooling around his body.

Italy reached out and touched Japan's shoulder, causing Japan to flinch with pain. Italy pulled his hand away quickly, "Japan. I-I'm, sorry... I-I'll get you patched up. You'll be ok. W-we-we're going to get out of here now," Italy tried his best to sound confident, even though he knew they had already run out of bandages the last time...

Japan felt more at ease not being alone. The pain had stopped a moment ago. He simply felt numb now. And cold. He knew the end was coming, and each breath was harder than the last. "I-Italy... I I want you to promise me something... ..Get everyone else out... As long as everyone else makes it," Japan felt peace wash over himself believing that everyone else would get out alive, "Don't let... this be in vain."

"No. I won't do it without Japan!... Japan I-I'm going to get you out of here too! So please... Don't leave me..." Italy began to cry as he realized Japan's breathing had already stopped.

JAPAN HAS BEEN LOST...

This wasn't happening. He couldn't do this again! He lost them once already. This was too much! This was supposed to be his second chance. According to England his third chance he supposed. Now there would be a forth... and how many more after that? To watch them all die over and over for eternity... This was hell.

There was a loud crack! from behind Italy. Germany lashed out against a massive monster, whip in hand. "Italy, I don't know how long I can keep this one back. Help Japan to his feet and retreat!" Germany barked his commands, too deeply engrossed in battle to notice how bad the condition Japan was in.

Tears spilled over Italy's eyes as he tried to explain, "G-germany. Japan... Japan he's... dead."

In horror Germany turned around to see Japan staring vacantly in Italy's direction. A massive amount of blood surrounded Japan's copse, staining the wooden floorboards. This couldn't be true. Germany didn't believe his own eyes. Japan was... dead?

"WEST LOOK OUT!" Prussia shouted pushing Germany out of the way of a deadly swipe of the giant monster's claws.

Germany had only looked away for a second. Now he sat on the floor, scrambling to his feet. His brother's corpse laying before him, choking out the his last breath.

Prussia pushed his brother away just in time to save him, but not himself. The attack that was meant for Germany hit him instead. Claws raked and ripped into Prussia's stomach, carving up his insides. The blow lifted him off his feet momentarily while the claws drug themselves out of his skin, and dropped him. Prussia fell to the floor in a heap. His lungs struggled to function, as his entire body tensed up to try and keep his internal organs, internal. His body shook from strain. His stomach tried to clear its contents of blood, sending it back through his mouth. Prussia wretched up the blood still trying to breathe, as his body began to grow numb. What little he could see, was a blur of pain and panic. Prussia choked on his own blood as it came up, entering his lungs. The sudden burning sensation in his lungs shocked him out of his numb state, causing all the pain to resurface at once. He couldn't expel the blood obstructing his windpipe fast enough. His vision started to go dark... ... ...and then at last, he felt a release.

Sigh...

PRUSSIA HAS BEEN LOST...

Italy was the first to speak. He spoke in a hushed broken voice, "Oh, GOD!" He cried. First Japan, and now Prussia?! It was happening too fast!

Germany closed his eyes holding back the tears of anger and grief. He had to think. There were still others. They had to save as many as they could. "Italy," he instructed, "find the others. We can't fight them. We have to retreat."

Italy looked up with scared teary eyes, "But. Japan and Prussia-"

"Go!" Germany scolded him, not meaning to be harsh but trying to get him to move, "Or else more will die!"

Fear locked onto Italy. "No. Please no more," he thought. He found himself standing. And the running. Looking for the others, within the sea of monsters.

Over by the stairs Russia was also fighting a losing battle. The number of monsters in the immediate area was innumerable, but it felt like for every one they managed to kill, two more appeared in their number surrounding Russia was ever increasing as well. He was pressed against the wall lashing out at them with his modified pipe enough to keep them back. Victory seemed impossible, but so did escape.

Russia was reminded of his childhood. It had been a long time since he was the outgunned in a fight. During that time his life had been nothing but a constant bombardment of war, bloodshed and violence. And that never stopped... but he had grown stronger for it. However this was different from his childhood. This time, he had something worth fighting for.

The blade edge of Russia's pipe slashed through one of the monsters faces, causing it to scream, "dIE!" as it vanished from sight.

Three more creatures fought for it's space, in the tightening circle around Russia. It was endless.

Russia kept them off and waited for an opening. There! He thrusted the blade up at one of the monsters' exposed jawlines. It was a direct hit. The blade carried straight up through the creatures jaw and into its skull. It vanished in an instant.

However the move was costly. One of the others had been watching him, and was prepared for this attack. While Russia killed one of them he was left vulnerable. The monster lunged at Russia, claws raking across his scarf, and neck. The claws just grazed his skin at first, before the threads of the scarf snapped and the claws sunk deeper into Russia's throat, puncturing his windpipe. Fire blazed across Russia's throat as the claws their way across, tearing thick strips apart from his neck. Threads of the scarf followed the creatures hand as they became tangled.

Russia gasped for air. His hands reaching up for his neck as he dropped the pipe. Blood flowed heavily across his skin trailing his tattered scarf, dying it red, as his sliced jugular provided a constant stream of color. It began filling up his lungs with acid like liquid. No air, only fire. Russia screamed out in his mind, although he could no longer scream. The air that escaped his lips would not return. Not now. He could keep fighting! He didn't mean to let up. One more chance please. Words of his past haunted him in his final moments, "tHeRE aRE nO SeCoNd ChANceS." ... It was too late. Even though he had finally managed, after all this time, to make some friends...

RUSSIA HAS BEEN LOST...

Canada fought against the ever persistent horde, his brother at his back. It was a losing battle, but so long as they fought together they should be able to hold them off. Hopefully long enough to make a break. He could already hear Italy calling for a retreat. Beyond that, he was blinded by the wall of enemies.

"America to your right," Canada warned unable to block the attack he saw aimed at his brother from his peripheral. Kumajiro moved around the creatures' feet, fighting tooth and claw to slow them down or attack what little he could. Canada took a few more arrows off his back and tightened his grip on the bow he kept hidden under his coat. He was running dangerously low on arrows, and he wasn't good at this close range deal. Every shot had to count. Canada reloaded and aimed between the eyes of one of the creatures that took a step too close. The arrow landed directly between it's eyes but not very deep. The monster screeched rearing it's head back, but not faltering in it's attack. Claws brushed against Canada's coat as he managed to dodge just before the claws reached him.

There was an ominous click from behind him coming from America. "Shhhiit!" America cursed as his gun ran out of bullets, "Come on, come on!" America searched furiously for another bullet in his jacket, before he was attacked again.

Canada looked around frantically. The enemy was closing in fast, the others had already retreated, and they were running out of ammo. There wasn't anything he could do! He had to think. Quickly. There must still be a way out of this. They had to get away. There was...

There was a small opening where several creatures moved apart to circle in order to attack. It was their only shot, he reminded himself. Canada dove into the sea of monsters, an arrow in each hand, as he attempted to clear a path. "America!" He shouted before one of the creatures pounded onto his head making his brain rattle, "You have... To hurry!" Canada cried out his eyes shut tight against the pain, as he slammed another arrow into the creature's side, the arrow breaking suddenly in his hand.

America froze in fear as he watched his brother get torn apart trying to clear a path for him. "Can-a-da..." He could barely think, "You'll be killed!" He shouted suddenly trying to pull him out of the mob; which in turn earned him a whack across the face from a miscalculated attack formulated by one of the surrounding enemies.

Canada used what little strength he had, to instead pull America across. Outside the enclosing circle of beasts. Canada smiled, blood dripping over his eyes from impact to his head. Claws ripped at his side, reopening the wound that had hardly begun to heal. blood spilled down his front and he fell to his knees, quaking in pain.

"Canada!" America tried to get back in to save his brother, but the creatures had no interest in him anymore. Whenever he got close the creatures batted him away, leaving heavy gashes across his arms and face.

Canada's breaths were shallow as he moved like a ragdoll within the grasp of his murders. His head bounced, ringing as it hit the ground. Another swipe hit his stomach. Ripping him apart.

America watched in horror as they began to rip him apart. Canada's body twitched as long pink entrails stretched out of his body and snapped a foot or two up in the air, falling with a wet plop, back onto his stomach. The twitching stopped.

CANADA HAS BEEN LOST...

America looked away, tears filling his eyes to a brim. There was nothing he could do. He was already too late. This wasn't happening. It couldn't be. The words echoed in his head. OH GOD!

America ran. Around him he saw, more of these creatures finishing off the others. How many were even left?! How did this happen?! They were supposed to get out. The door was right there! America was about to fall from hysteria. The world grew fuzzy, and the only thing he was conscious of, was his heart beating faster and harder. He spotted the backs of a few of the others as they retreated. He caught up quickly. First priority was to get someplace safe. And then... Somehow they'd get them back!

Italy turned around and did a head count as they reached the end of the hall. Only five people had followed him. America taking up the rear. Monsters were following shortly behind and closing in. "No," Italy thought, "This couldn't be it." What about Canada? and Russia?! Surely they hadn't...

"America?" England asked as America caught up to them, "Where's-" He stopped mid-question noticing America's expression.

"Oh non..." France's expression fell sullen.

"I realize you're grieving," Germany stated bluntly, "but we can't stay here. Those creatures are still after us."

"Then where are we supposed to go?" China asked feeling cornered.

"Italy, where is the clock you used to reverse time? If we go there-" England began to ask.

"I-I don't know. I looked when we got here, but it's not there this time! Can't you reverse time England? Like you did last time?" Italy panicked.

England looked disappointed with himself and cursed under his breath, "I can't. Unfortunately it's not a spell I'm terribly familiar with. I'd need to find that spellbook again... Last time it was upstairs."

WHHHHACKK!

The sound of Germany's whip resonated through them, "We don't have time for this!" Germany barked, fighting off the first of the creatures to catch up, "We have to find somewhere. Anywhere!"

Four more soon began to surround Germany. It was happening again. France and China exchanged glances. "The two of us can hold them off for now," France announced stepping forward and drawing his still unsheathed Fleuret (fencing sword). "The rest of you. Retreat to the basement!"

China and France fought the creatures off Germany and stepped to the front lines, as five grew to twenty. "What but the two of you can't possibly think you can -" England stopped mid-sentence as he realized they already knew.

"But... the two of you alone-"

France looked back briefly a forlorn smile dashed across his face, "We'll meet up again soon," He promised. But the promise was only an assurance that they didn't intend on making it.

England growled angrily as he turned away. He didn't want to accept it, but what choice did he have? He had no time to think of a better solution, but he knew he would soon... and regret every step he was about to take.

"England. W-we can't just leave them! there's no way they can-" America argued even though he could not fight himself.

"We have no choice!" England shouted, "Our priority needs to be reversing time. Let's get to the basement and see if we can wait them out."

Hesitantly the remaining three followed, leaving China and France behind.

.

.

.

CHINA HAS BEEN LOST...

.

.

.

FRANCE HAS BEEN LOST...

NEXT: PART 4

:D don't forget to review~