Chapter 2

The Nightmare King

When she opened her eyes the first thing Phoebe noticed was a dim light hanging over her.

Piper was to her side holding a candle over her head. When she saw Phoebe move she yelled for Paige.

"She's OK!!"

Leo came into Phoebe's view and Cole next after a few moments Paige was also hovering over her.

"Ok... too close for comfort!" Phoebe said as she sat up pushing everyone to the side.

"You're ok sweetie!" Piper gave her a tight hug.

"Why wouldn't I be?" Phoebe asked, her eyes glued to the worried glances.

"I couldn't heal you Phoebe. And none of your sisters have there powers either. And then that guy came..." Leo explained.

"Guy?"

All eyes went to Cole's Melancholy expression. 'This cannot be good' Phoebe thought as she swallowed hard bracing herself for anything.

"The leader of the nightmare demons has risen. They're over powering the good. I think we're in their world." Cole explained to Phoebe. He gave her a short smile and continued on.

"Nightmare Demons?" Phoebe asked. "Like dreams?" Cole nodded. "The Sandman?"

He gave a shrug. "That's one of his names, but not his true name. This guys doesn't just specialize in dreams, he specifically specializes in nightmares. He can make nightmares come to life."

"We met him Phoebe." Paige said in a near whisper.

"The leader?" Phoebe's eyes ran over the faces of her family and saw Cole nod. "And? What'd he say?"

"You have something he wants," Piper stated. She sunk into Leo's arms.

"In the manor, remember when Paige and Piper were having those hallucinations?" Cole asked. "I think he did it. He can control your dreams like that."

Paige shuffled beside Phoebe uneasily and sighed. "Tell her the worst part..." She paused as if waiting for some one to say something. "Fine... Our powers don't work here."

Phoebe nodded, clearly frustrated. "That's already been stated quite clearly.

Do you know what that means?" Paige backed up into the cold stone wall feeling in absorb through her sweatshirt.

Phoebe gave her younger sister a apologetic look. "The leader of these nightmare demons wants something from me and we have no powers?" She shook her head and stood impatiently. "We have to get out." Phoebe instructed them simply.

Cole had an uneasy look as he shook his head. He wanted more then anything to say it'd be ok and it was easy to get out but he knew this demon. He always got what he wanted. And Cole's greatest fear was what he wanted from Phoebe was herself. "Phoebe," He said softly as he edged closer to her. "This is his world with his rules. He'll kill us all before we escape and your powers we're helpless."

"What?" She looked up at Piper and Leo. "We're just giving up?" Phoebe stood up tall as if ready to attack in a heartbeat.

"No Phoebe honey, we're just confused. We need a plan is all." Piper walked to her sister and slung and arm around her shoulders. She waved for Paige to stand up and come over to them. When Paige did Piper put her other arm around her. "The power of three always wins!"

Phoebe watched as Paige gave them both a tiny smile. "How hard can it be?"

Cole watched and listened to the sisters try to boost their self esteem. 'It could be extremely hard.' Immediately Cole felt the twinge of guilt over loosing his powers. If it wasn't for that power stripping potion he could save Phoebe because his demonic powers would work in the Nightmare world. 'But, if it wasn't for that power stripping potion Phoebe and her sisters could be dead.' He reminded himself.

He looked over at Leo. The proud whitelighter of the most powerful witches. The Charmed Ones. He watched his charges bonding closely as if trying to take a mental picture of what could be the last few moments of their life. Leo, of course, knew no such thing. He believed in the power of three, that they could conquer anything. Cole knew better.

"He'll be coming back soon." Cole spoke out of the blue. "Maybe we should try to find somewhere to hide."

For the first time Cole actually took in his surroundings. They were dark and eerie, full of blackness and death. He could smell the distinctness of dead bodies and sulfur. Cole had spent many years around that smell. If he still had his demonic side it may have been inviting but his full humanness made him shiver at it. The five stood in a dark stone hall. The air was cold and stale. Cole found it difficult to breath in the tiny room.

"We can't hide." Phoebe's voice, thick with determination, broke through Cole's thoughts like a knife. He quickly looked up at her as if silently questioning her response. "There has to be something we can do Cole. We can find out what he wants and-"

Phoebe's voice was cut off by a sharp shriek. All heads spun to the one opening of the room where a tall muscular man stood, eyes the color of green emeralds, hair a golden blonde.

Hearing a faint gasp from Phoebe sent heads spinning in her direction. "Tony..."

******

Phoebe felt everyone's eyes boring into her but, she ignored them all. Was he an innocent that they were here to save or was he the evil they were meant to defeat? Her heart started thudding profusely in her chest.

"How'd you get here?" She looked at Piper, whose eyes were wide. "Is he an innocent?

As she pondered a grin formed across Tony's lips. He edged closer and she backed away. No, an innocent would not act like this. Tony stopped and looked at the others.

"Hello," He said with the same smoothness in his voice that had been there previously that day.

Phoebe's eyes were glued to his. She was completely silent. Hardly even breathing.

"What do you want?" Paige asked as she shrugged Piper's shoulder off and stepped forward.

Tony's eyes connected with Phoebe's. "I want your sister."

Tony walked closer to Phoebe until she was backed up into the wall. What was he talking about? "Why me?" Phoebe's voice came out as more of a squeal. His eyes never left hers. His enchanting green eyes. There was something about them that made Phoebe feel totally helpless, like she was floating.

"Because," Was his simple answer. He put both arms an each side of her and deepened his grin.

'Kick him do something!' She told herself.

She looked away from those eyes of his to Cole. Why wasn't he doing anything? Then she saw that her whole family was frozen somehow. Her eyes went back to Tony who's face was inching towards hers.

"Get away!" She yelled. She thrust her knee up into his groin and he was gone. Just like that, in a blink of in eye, he vanished. She didn't even get to savor a moment of watching him suffer.

"I'll make you mine, you'll see. If you're going to be stubborn I can be too." His voice rang through the room. "One by one you're family will die until you decide to come to me."

Phoebe stepped forward and watched as her family unfroze. They were all there. No one was dead.

Piper's concerned eyes went to her sister then to Cole. "Where'd he go?" She spun around keeping a careful eye out.

"He's gone Piper. And he's going to kill you all unless I give myself up." Two warm arms enclosed her in an embrace. She looked up and saw Cole's face giving her a weak smile.

"We wont give up and neither will you Phoebe Halliwell." Phoebe felt awkward in Cole's arms. She didn't know what Tony was doing to her but, he was different. She couldn't help feeling a little flattered over a high demon like him wanting her. But, then again, she was a Charmed One.

Leo looked around. He hadn't spoken yet. Maybe he was unsure of what to say. He had no powers to orb and talk to the elders about this. "Staying here isn't going to get us too far..." He said.

"Well," Paige was standing as the doorway looking outside. "Going out there isn't going to get us to far either."

*****

Leo walked over to Paige and looked over her shoulder. Where they were looked much like a desert. Sand hills stretched to what seemed like infinity. Small, crumbled building lead the way to a large castle. The place was cast in darkness due to a solar eclipse of a sun above them. Paige shivered in front of Leo but, he couldn't blame her. This definitely was a freaky place.

Cole walked past the two with Phoebe close behind. Leo followed as Piper and Paige followed slowly and cautiously.

"Piper!" Paige screamed. Her eyes were dark with fear as they focused on the giant spider behind her oldest sister.