A/N: I've always wondered, what would Noah's story with The Haunted Mask be like? Here's my take. Enjoy!

Inspired by Irhaboggler's wonderful story: A Change of Face

"Come on, Noah. Talk to me," moaned Mrs. Caldwell. "You're not even trying to eat your pizza, and that's not like you at all."

"I'm fine mom, I just fell off my bike while I was riding with Ryan. That's all." answered Noah Caldwell curtly, quickly taking a bite of his pepperoni pizza, hoping that she wouldn't catch on to his lie. Things weren't okay at all with the twelve-year-old boy.

Mrs. Caldwell shook her head and took a bite too. "Noah, are you telling me the truth?" she asked doubtedly.

"Mm-yeah-." Noah answered with a mouthful of pizza. He then felt a sharp pain on his face as he chewed.

"Ow." he said faintly, rubbing his bruised right cheek.

Mrs. Caldwell caught that and just sighed. "Well, okay. Just make sure you get some ice on that cheek. If there's no ice, use the frozen peas. Okay?"

"Okay." answered Noah, forcing a fake smile of assurance.

Mrs. Caldwell decided to perk up at his smile. "So how's school? I know old Walnut has to be a fun experience for you!"

Noah paused for a second, but quickly rebounded.

"Oh! It's uh-fine, mom!" he said quickly and excitedly.

Mrs. Caldwell looked thoughtful. "Noah, your sister had some issues with school too. It's okay if you-"

Noah cut her off with a calm tone and easy smile. "Trust me, mom. I'm fine at school.". Noah didn't really want to lie to her, but the last thing he wanted was her making a fuss and being the tallest baby at Walnut Avenue Middle School.

"Well, you're a likable guy," assured his mother with a smile. "I guess, I shouldn't worry."

As much as he wanted to tell her what really goes on at Walnut, he just couldn't bring himself to talk about it. He continued to eat his pizza and the rest of the night went as normal for him. They talked about Carly Beth being away in her first year of college, Mr. Caldwell gone to Chicago again to a sales convention, and finally arriving to plans about Halloween.

"So I take it you and Ryan are going to trick or treat together, eh?" asked Mrs. Caldwell happily. To both Noah (and Carly Beth's) chagrin and annoyance, they knew she asked a lot of questions and got overly excited for holidays.

He nodded. "Yeah, but I'm not wearing a costume. I'm just gonna put on a mask," Noah replied. "Ryan has a Freddy mask he's letting me borrow while he wears a Jason Voorhees hockey mask."

"I could knit you his sweater and buy a novelty glove for you," Mrs. Caldwell said hopefully. Hoping that Noah would want to get more into the spirit. "Only would take me a day."

Noah rolled his eyes and looked annoyed. "Mom, costumes are for babies," he groaned. "I'm not little Noah the Bug anymore."

Mrs. Caldwell chuckled. "Okay, okay. No more costumes."

Soon both of the Caldwells were done with their food and went off to their own separate activities. Mrs. Caldwell put on some calming music, and sat down on the couch with a book while Noah grabbed the frozen peas and pressed them against his cheek. The sharp chill of the bag pressed against his face subsided the pain. But it wasn't the only place Noah was in pain at. Noah slipped into the bathroom to survey the damage done to him.

While staring at himself in the mirror, he placed the frozen peas down in the sink and slightly lifted his black shirt to check on the bruises left on his body as well. There was one on his side, then one on his torso - two ugly pinkish-brown marks left on his body. Both for reasons Noah couldn't even fathom to explain or understand, both the size of a fist. Noah winced as he touched the bruised areas. Noah grabbed the first-aid kit from the bathroom closet to retrieve Icy-Hot. All the while, he was seething and feeling terribly confused as he applied the remedy to his hurt body. He couldn't fathom why it was him. Why was he being tormented? Why he was the one in pain, while they got to be happily in their homes getting away with their torment?

When Noah was done, he looked at himself in the mirror. He slowly studied himself. He had normal straight, short, and tidy brown hair. "That can't be the reason." he thought.

He then studied his face. Like his sister did, he has a youthful appearance for age twelve with dark brown eyes, and the trademark stubby Caldwell nose. He then slowly felt around the skin on his face with one hand - he had no blemishes, no acne. "I'm not freaky-looking or anything." he thought.

"Is it because I'm tall?" he asked himself in thought, growing more annoyed. Noah Caldwell is one of the taller kids in the sixth grade, which he secretly loves only because he is now at eye-level with his eighteen-year-old sister who wasn't close at twelve. "What is it?! Why don't they like me?! What did I do to them?!"

Noah felt his rage grow more and more. But he calmed down. He remembered the last time felt that feeling. Where he felt a strange anger surge through him. And since that day he couldn't bear the idea of feeling it again. He immediately calmed himself down, but as he did a big wet tear slid down his face. Noah sat down on the floor leaning against the tub, clutching his stomach and wept - only for a little bit. However, he stopped once he realized that he was about to full-on cry. He quickly wiped his face dry with a stinging feeling of embarrassment. "That's not gonna solve anything. Snap outta it! Come up with a plan!". To Noah, that was the core problem. What to do? Noah truly didn't know. But he whispered to himself, "Just what can I do? What?"

Noah thought about all the things he learned from shows as a young child. All the talks of ignoring and standing up for yourself that clowns, puppets, and friendly figures and animals would preach and preach to him. But poor Noah just didn't know how to fix this problem, or even if that would fix the problem. With a sigh, he stood up and left the bathroom to his bedroom. He finished up some science homework for Mr. Smythe and began to read for English.

"Booooooring." thought Noah. Reading Romeo and Juliet didn't matter to him at the moment. The idea of a peaceful rest of the sixth grade year and an easy Halloween was much more important matters to the boy.

Eventually after some time, his good friend Ryan called him. It was much to Noah's delight, he loved talking to his friend. However, a bruised gut feeling made him think he'd want to talk about the issues of the day.

"You okay, buddy?" he asked Noah, sounding very concerned.

"Yeah, it'll take more than that to keep me down," he replied loftily. "Don't worry about me."

"Noah, you need to tell-"

"I'm not a baby. I'll handle it on my own," hissed Noah, frowning. "Did you ask your mom about us trick-or-treating?"

"She said it's fine," answered Ryan on the phone, but he was still very concerned for his friend. "She doesn't want me out too late though."

"We won't be. But we gotta hit the big rich neighborhoods first, man!" said Noah excitedly forgetting about his bad mood. "Then we work our way back here and maybe watch some horror movies. AMC will have some good stuff on this year."

"Okie dokie," replied Ryan, but he couldn't hold back his concern any longer. "But we really have to talk about-"

But Noah cut him off looking very annoyed. "I can't-you-you're-breaking-up-a-Ry-!". Then he ended the call abruptly, quicking pressing the red END button on the cordless phone.

Noah slammed the phone down on the bedside table and sighed.

"I really wish he'd let me handle this on my own." he muttered to himself. If only Noah did listen to his good friend. He had no idea what truly was in store for him as the beautiful late autumn days went on.