An evening fog descended upon the sleepy little town nestled in the shadow of Bald Mountain. Everyone in the village had the good sense to stay inside and lock their door on All Hallows Eve, and the wives of the town clucked to any who would listen: stay away from the mountain. The people of the town were a superstitious folk, but they had good reason to be. That very reason was exactly what drew Maleficent, Grimhilde, Doctor Doom, Loki, and Blackheart to the outskirts of town.

"When you said we were to conjure a powerful darkness to help us rival Ansem, I had imagined something... more than a sleepy hamlet," Loki remarked.

"You mean you don't smell that? The brimstone?" Blackheart asked.

"Is that actually the smell of brimstone or are you simply covering for your flatulence?" Loki asked with a smirk.

"The demon prince is correct," Grimhilde remarked. "Atop Bald Mountain, the mighty Chernabog gathers his darkness."

"The Chernabog?" Doom asked. "That beast we used to destroy the Master? The one who seeks the heart with the greatest potential for darkness and devours it? What makes you think that we are anything more than a snack to that creature?"

"Do not be fooled as to Chernabog's true nature," Maleficent remarked. "He is no mere Hellbeast. He is an emperor of darkness in his own right."

"Yes that was made quite clear by him running amok and growling like an animal," Loki replied facetiously.

"That fool Sora was to blame for that," Maleficent clarified. "Sora destroyed Chernabog a few years back in an unfortunate battle at the End of the World."

"It is Chernabog's nature to be reborn after every defeat," Grimhilde added. "However, to regain his power and strength, he must consume hearts of darkness. Yen Sid trapped the reborn Chernabog in the magic hat, hoping to prevent him from returning to power ever again. But after consuming the heart of the Master, he will have been fully restored. He has slept for some time, but now, on All Hallows Eve, he shall awaken once again."

"How do you know so much about Chernabog?" Blackheart asked. "Didn't really take you for a demonologist."

"Chernabog is not a demon," Grimhilde corrected. "He is not some devil like your father, and I had thought you of all beings would appreciate the distinction. He is a god, not unlike Hades or Loki, albeit a very powerful one."

"The 'Black God' by translation," Doom interjected. "A folklore amongst the Slavs of my world. Myths and superstitions of the Chernabog are known even in Latveria."

"Semantics," Blackheart said with a dismissive wave of his hand. "The question still stands: how do you know about all of this?"

"I came here once... long ago," Grimhilde answered, though she did not offer further explanation.

Grimhilde led her four allies into the graveyard. Away from the prying eyes of the superstitious townsfolk, the graveyard provided the five Overtakers with the most direct and discreet path to their destination. Loki was immediately suspicious of how well Grimhilde seemed to know the lay of the land for allegedly only having been here once before, but he kept his suspicions to himself. A red eyed vulture perched up in the branches of a gnarled tree, and Grimhilde seemed particularly wary of it.

"Not a lover of birds, I take it?" Loki asked with a smirk.

"I'm fond of crows and ravens," Grimhilde replied. "Vultures with their scavenging and taste for carrion have always disgusted me."

"You are aware, I presume, that crows and ravens are scavengers as well?" Doom remarked. "They're simply less externally hideous."

"And that is more than enough reason to detest them," Grimhilde argued.

"We should not delay ourselves here for long," Maleficent interjected. "The bewitching hour is practically upon us, and I, for one, have little desire to contend with restless spirits unless absolutely necessary."

"Afraid of ghosts, are we?" Loki teased. "I had thought the Mistress of All Evil favored purple as her color, not yellow."

"I feel compelled to mention that the only one of us dressed in yellow is you, Loki," Maleficent replied.

"It's gold," Loki grumbled.

"Our destination is just over this hill," Grimhilde reported as she led the band further.

"Excuse me, but am I the only one who has noticed that Blackheart is absent?" Doom interjected.

Maleficent, Grimhilde, and Loki groaned in unison.

"I've half a mind to proceed without him," Maleficent remarked.

"And what is the other half saying?" Loki asked.

"That leaving him unattended is far worse for us in the long term," Maleficent admitted with a sigh as she proceeded back down the path they'd just come from.

"Point well taken," Loki nodded as he followed her.

The four villains made there way back the way they'd came, only to find that Blackheart had blasted open a grave and was currently climbing into it. The four Overtakers had no idea if Blackheart's interest in the corpse within was to sate a ravenous hunger or to find necrophilic release, but neither possibility spared the Overtakers from feeling disgust towards their ally.

"Blackheart!" Maleficent bellowed as thunder roared behind her. "What is the meaning of this?"

"Grimhilde mentioned carrion, so I wanted a snack," Blackheart shrugged.

"We have important work to do," Maleficent said through gritted teeth. "Climb out of there at once!"

Blackheart was about to make a snippy reply when a voice pierced the gloom.

"Who's there?"

Loki hastily waved his arms, and the illusions of peasant garb replaced the Overtakers' bizarre and extravagant ensembles. An old man brandishing a lantern hobbled out of the fog.

"Good evening, my friend," Loki called out in a pleasant tone. "A chilly night, isn't it?"

"What are you doing here?" the groundskeeper barked.

"Ah, well, you see, our poor departed mother was estranged from her father for some time," Loki lied. "She always regretted being unable to reconcile with him in life. In fact, there were many days when she would sob hysterically over the fact that she could not return his golden ring that she stole from him when she eloped with our father. We finally found his final resting place and wished to honor both of their memories by returning the lost ring in hopes that our dear grandfather can finally know peace in the next world. Please sir. I am aware the hour grows late, but we've travelled far and wide and we do not wish to delay the return of the ring any longer."

Doom couldn't help but grin at how marvelously crafted Loki's story had been. He'd almost begun to believe it himself. Doom knew about Loki's talent for lies better than most, but it still amazed him just how effectively falsehood poured from his lover's lips like honey.

"You've chosen a poor night for the task," the groundskeeper said ominously. "It's All Hallows Eve, and the spirits in this countryside are restless! You'd best find shelter indoors as quickly as you can."

"We shall be quick about it," Loki agreed.

The groundskeeper seemed to be satisfied and ready to turn back until he looked behind Loki. The old man's eyes widened in horror as he saw Blackheart eating the rotting flesh off of a femur.

"What?" Blackheart said between bites.

"You! You're... you're WITCHES!" the old man gasped. "You're from up on the mountain!"

"Can I just kill him now?" Blackheart asked.

"Be quick about it," Maleficent ordered.

The old man turned to run but was no match for Blackheart's demonic speed. Pretty soon, the old man was nothing more than severed and slightly charred body parts that Blackheart was dumping into the open grave.

"Next time, curb your thirst for the unseemly until after we've addressed the problem," Doom growled.

"In my defense, I thought Loki's illusion was hiding what I was doing," Blackheart said.

"We've wasted far too much time already," Grimhilde said. "The sun has set, and the damned will be beginning their fiendish frolicking any moment now. We still have yet to reach the castle."

The Overtakers quickly hurried across the graveyard once more until they came upon the shore of a large black moat that encircled the ruins of a small castle. Maleficent transformed herself into an orb of green light and flew across the lake (much to the chagrin of the others). Blackheart simply shrugged, dove into the moat, and swam across.

"Please tell Doom that there is a more dignified means of crossing the moat," Doom bellowed.

"There is a boat," Grimhilde confirmed as she gestured for Doom and Loki to follow her.

Grimhilde led the two around to a place along the shore thick with reeds and tall grasses. The queen brushed aside the brush, revealing a wooden boat large enough to seat four. She fumbled with the chains holding it in place and produced a small black key from her robes that she proceeded to use to unlock the iron latch.

"You know this place quite well," Loki noted. "Far more than a single visit long ago would entail."

Grimhilde however, pretended not to hear. She entered the boat and beckoned for Doom and Loki to do the same. Once all three were secure, Grimhilde took up the push pole attached to the side of the boat and rowed the boat forward. Despite her femininity, Grimhilde was quite strong and never requested that Doom or Loki take up the task of rowing. The three remained silent, the unanswered question from before resting heavy in their minds. Long ago, there was likely an enclosed waterway for the boat to be rowed into, but, now, the rock had long since broken away and the rickety dock was exposed to the elements.

"Watch your step," Grimhilde commanded as she anchored the boat to the dock and stepped out onto the one plank of wood that appeared stable.

Loki and Doom hung back together for a moment.

"Tell me you see it as well," Loki whispered.

"She's clearly intimate with this location and dodging the fact," Doom agreed. "Though whether it is of any consequence to us is another matter."

"Are you not curious, Victor?" Loki asked.

"Such curiosity is hardly in my nature," Doom said as he stepped out of the boat onto the dock. "I care only for knowledge that is of some use to me. You of all people should understand that."

Doom extended his hand and helped Loki out.

"What makes you so certain this knowledge won't be of use to you?" Loki asked. "A hasty assumption by my reckoning. After all, insignificant details have often been my greatest daggers."

"The devil may be in the details, but Doom is not," he answered simply.

"Not the devil, but perhaps I'm close enough," Loki said with a chuckle.

Doom and Loki followed Grimhilde into the dusty and crumbling Great Hall of the castle, where Maleficent and a soaking wet Blackheart were already waiting. A large iron cauldron sat on a pedestal in the center of the room, and Blackheart was currently admiring its interior, likely wondering how much blood it would take to fill the crucible. All around the walls of the room were shattered mirrors that would have likely caused seven hundred years of bad luck if superstitions were to be believed.

"You once lived here," Loki remarked. It was not a question.

"I have lived many places," Grimhilde replied dismissively. "We need to brew a potion that will protect us from Chernabog's powers. His very presence atop Bald Mountain on All Hallows Eve and Walpurgis Night incites a mad dance in those who hold darkness in their hearts. We must all protect ourselves with a potion, lest we wish join the mindless rollicking."

"And there's a story behind that knowledge as well," Loki stated with a knowing grin.

"Perhaps, my dear, it would serve them well to know the story," Maleficent suggested.

Grimhilde sighed but ultimately nodded. "Very well. But we should work while speaking. Time is of the essence, and the spell can only be brewed on All Hallows Eve."

No one was opposed to that decision, and the five quickly set to work measuring and mixing ingredients to prepare the brew.

"Long ago, this castle belonged to my mother," Grimhilde explained as she chopped up the gizzard of a cockatrice with her athame. "This was my girlhood home. Mother was the High Priestess of Chernabog and ruled over this town with grace and power. Father was a skilled mirror maker and artisan who wooed my mother by presenting her with a myriad of ornate mirrors within which she could admire her own beauty and magnificence. We were happy for a time. I recall my mother not allowing me to ascend the mountain with her and father until I reached my thirteenth year."

Blackheart dumped a bucket of lake water into the cauldron, and Maleficent tossed in the moan of a ghoul, turning the water a dreary shade of grayish-blue.

"Yet before I could reach that fateful year, the unthinkable happened," Grimhilde continued as she added the gizzard to the brew, the blood red meat blending with the grayish blue to create a deep burgundy shade. "Missionaries and witch-hunters invaded our town, looking to destroy our way of life and my mother's powers. There was terrible violence, but the proselytizers defeated and hung the witches of our town. This castle remained the only witch stronghold in the village, yet the zealots refused to allow even that bastion of dark magic to remain... No, Blackheart, you stir counter-clockwise for counter-spells."

Blackheart followed Grimhilde's instructions and began to stir in the opposite direction as Doom and Loki added the song of a mermaid and the hair of a goat to the brew. The potion responded by taking on a bright shade of pink, and it began to boil and bubble.

"The witch-hunters laid siege to the castle," Grimhilde continued. "My mother's witchcraft was formidable, but the missionaries' blessings and relentlessness won the day. As mother faced defeat, she took my father and me into this very room and enchanted her prized mirror to act as a portal to another world, far away from here. She gave me only a bag containing her most powerful spellbooks and instructed me to carry on her craft into the next world. Before I could ask what she meant, mother sent father and I through the looking glass. It was only after a single heartbreaking moment that I realized she did not follow. My mother was a proud woman and refused to flee her kingdom, preferring to die with it instead. That was the last time I saw her. To this day, I do not know if the mirrors in this hall were shattered by the missionaries or by mother herself to protect me."

"Your mother was a brave and admirable woman," Doom said sympathetically. "She would be proud of the witch you have become today."

Loki smirked, knowing all too well that Doom was projecting his feelings about his own mother onto Grimhilde. Yet even Loki had to admit he found that the story filled him with righteous anger. It was certainly true that those who practiced the dark arts were rarely kind and often had sinister ambitions, but those in the light so detest and fear the darkness, that the darkest hearts have no choice but to fight and kill and scheme for their own survival and right to be. Perhaps, at the end of the day, light was the greatest villain of all.

Maleficent, unlike the other three present, knew the story quite well. As the most powerful of the Unseelie Court of fairies, Maleficent herself had been a professional acquaintance of Grimhilde's mother, Borghilde, all those years ago. Word of the tragic fate of the witches of Bald Mountain reached even the Unseelie of Avalon. After Grimhilde's youth was restored, Maleficent knew at once that Grimhilde was Borghilde's daughter. The resemblance was striking, and Maleficent never forgot a face.

"I hope you killed those bastards," Blackheart said with a surprising degree of sincerity.

Grimhilde smiled wickedly at that question. "Who do you think woke Chernabog after his High Priestess was slain? Now then, enough of my tale. If my mother could see us now, indulging in past misery when there's work to be done, she'd string us all up by our toes!"

Grimhilde bent over the spellbook and reviewed the ingredients. "Let me see... water touched by the mountain shadow, gizzard of cockatrice, moan of ghoul, song of mermaid, hair of goat, brought to a boil and stirred counter-clockwise. Yes that should do it. Maleficent, dear, there's a jar of blood from the heart of a bobcat in the cabinet. We'll use the blood to cool the potion, and then it should be ready for our purposes."

Maleficent nodded and retrieved the jar, emptying it into the cauldron. The potion hissed as the blood cooled it. Grimhilde grabbed a wooden ladle and filled five cups with the frothy pink liquid. Each of the five Overtakers took a cup.

"May the darkness find its way!" Grimhilde declared as she held her cup aloft.

"May the darkness find its way," the other four echoed as they clanked their glasses together.

The Overtakers drank the frothy liquid. The drink burned on its way down, and it made everyone's arms and legs feel heavy and weighed down as if they'd just been filled with concrete. Once every cup was emptied completely, Grimhilde collected the cups and dumped them in the sink. As she began to fill the sink with water to allow the cups to soak, Loki eyed her with confusion.

"Is it truly necessary to do that?" Loki asked. "That task can surely wait given our current time frame."

Grimhilde stopped washing the cups and began to dry off her hands. "Quite right. How foolish of me. My mother simply would not have wanted her home to be left in a state of disarray. But the chores can be left until after our journey is complete."

"Cleanliness is next to godliness," Blackheart remarked. "And I hate them both."

Maleficent was the first to notice the misty and skeletal wraiths flying from the moat towards the mountain. Grimhilde flocked to the window as well and let out a sigh that sounded both relieved and sorrowful at the same time. It occurred to Doom that the phantoms emerging from the water were likely the souls of witches that Grimhilde had known long ago.

"Come," Maleficent commanded. "We must ascend the mountain before the midnight hour is upon us."

"Are we expected to climb the slope on our own two feet?" Doom asked, eying the mountain with displeasure.

Grimhilde shook her head and unlocked the cupboard with a knowing smirk. "What would a witch be without a broomstick?"

The five quickly mounted their broomsticks and took off into the atmosphere. The entire flock was wearing flowing cloaks that fluttered in the breeze like bat wings flapping against the night sky. The five villains flew alongside the air current carrying wraiths and phantoms to their mountain jamboree. Grimhilde took point, and the other four followed her closely. Doom angled his broom to fly alongside Maleficent.

"How long have you known?" Doom asked, loud enough so that Maleficent could hear him over the roar of the wind but soft enough so as not to be heard by the others.

"Whatever do you mean?" Maleficent replied.

"Grimhilde's connection to Chernabog," Doom clarified. "You knew before we'd even arrived."

"I did," Maleficent nodded. "She shared her story with me when I suggested finding a source of darkness to rival Ansem and the Heartless."

Doom smirked beneath his mask. "My lover is known as the Liesmith. I've learned to recognize a half truth when I hear it. You knew beforehand."

"I suspected, yes," Maleficent confirmed. "I knew her mother before I was banished from Avalon. What does it matter?"

"Because you have an ulterior motive in all this," Doom replied. "When Loki suggested that more was afoot than was being said, I dismissed him as being nothing more than a suspicious gossip. But now it is clear to me that you believe in a different payoff from this night than advertised."

"Perhaps I simply wish for past wrongs to be righted," Maleficent said.

"And perhaps I intend to dye my cloak a shade of orange," Doom responded. "However, neither are likely. Know this, Maleficent: Doom is no one's fool."

"We shall see," Maleficent replied, and both parties knew that was the end of it.

The Overtakers landed their broomsticks on a rocky ledge large enough to support all of them. The phantasmal spirits swirled around the mountain as if they were a large silver snake coiling around its prey.

"Why didn't we fly all the way to the top of the mountain?" Blackheart asked.

"That would not be wise," Grimhilde answered as she beckoned for her allies to follow.

The queen led them down a steep rocky path until they finally reached a part of the mountain that expanded outwards. Loki glanced down in distrust at what appeared to be the mouth of a volcano. There was no lava within, but distant flickers of flame and darkness were enough to convince Loki not to investigate closer. Clouds of smoke billowed from vents in the rocks, and creepy crawlers of every sort lurked amongst the shadows.

"Is the Chernabog down there?" Loki asked as he glanced at the crater.

"No," Grimhilde said as she shook her head and gestured behind them. "He's not down there..."

The reason why the Overtakers did not fly to the top of the mountain became evident right away. The peak of the mountain unfolded gargantuan wings that left gale force winds in their wake as they flapped. With a mighty roar, the tip of the mountain proved that it was not merely a mountain top at all.

"...Chernabog is up there."