Tori stood mumbling an incantation when she suddenly turned and left her cauldron boiling and went out of her apartment and down the hall. She was walking down the dark road, her sharp eyes looking for something.

Dustin was frustrated that he couldn't get through to his friends. Why couldn't they see that the cat was him? Man it was yellow and wearing his necklace. Oh where was his morpher? It wasn't on his leg. Probably in the hall, he was scared to go out there. That evil Tori was out there. Man she was scary, a little early for Halloween, and when did she know spells? Man he was so confused right now.

Hunter stood on the balcony, and looked up at the moon. He felt it's pull, he felt something different. Looking down he found himself growing hair, all over. His chest was now hairy. He saw his nose grow and his teeth too. He turned his head up and howled.

Dustin looked at Hunter, and ran. 'Oh no, Hunter is a monster too. He will eat me if he sees me. Where to hide? Blakes room, under his bed. Yeah that's it. Maybe he wont go in there. Dustin ran as fast and quietly as he could.

Hunter jumped off the balcony, and ran on four legs into the night. He sniffed the air and he snarled and ran. He had smelled dinner ahead on the night air. His eyes glowed in the dark as he ran.

Hunter ran at the old witch, and he leaped. Tori turned around and waved her hand. Hunter turned back into himself. He fell to the ground, as Tori looked at him, and she had turned back as well.

"Tori?" Tori was looking at him, strangely. He looked down, seeing he was naked.

"Oh, don't look Tori." He tried to cover up, and he sat on his legs and used his hands. "I dont' know why I am out here."

"Sleep walking, or steaking?" She was looking at him, with a blush on her cheeks. She pulled over her lightweight windbreaker and handed it to him. He took it and covered himself. Wrapping it around his hips, she turned away as he zipped it up around his hips.

"Neither, I think." He was standing when she turned around. Come on we can walk back together. They started down the long lonely dirt road, wondering how they got there.

Blake got out of bed and went into the living room. He was feeling hungry, and reached out a hand and saw it was a hairy long leg. It was a spiders leg. He could see multiple images of things. Then he began to climb the wall.

Dustin came out from under the bed, and came into the living room. Looking up he saw a giant spider wearing a blue shirt. "No, not him too. I want to wake up from this nightmare.'

Dustin ran out onto the balcony and jumped into the tree, and climbed down. A light rain had begun to fall. He ran, not paying attention to the rain. Blake followed out the sliding doors, and moved across the building. Heading towards Shanes and Dustin's.

Hunter came to the building, he went to the truck and opened the door and took out a pair of sweat pants that he kept in there and a shirt. He climbed in to change. Tori stood in the shadows, waiting.

Dustin suddenly felt a change coming over him. He licked his lips and touched sharp teeth. Ow, he thought. He put up a finger and touched his teeth. Two very sharp and long teeth. His eye sight had sharpened, and his other senses. He smiled and he jumped and flew into the air.

He flew in the air, enjoying the feeling of freedom. He only worried about falling. He looked down, and saw a blond girl alone. Yum. He landed silently behind her, he took a sniff of the air around her. She turned, and looked puzzled.

"Dustin?"

"I wont hurt you, Tori. Never you. I just want a little." Tori was feeling a little strange, and a bit afraid of him. A first for her.

"A little what?" He came closer and put his hand out and touched her gently. One hand on her cheek and one on her shoulder. His eyes looked into hers, and she fell into the them, getting lost.

He lowered his head, and she felt his lips on her neck. His breath warm on her neck, as he bit into it. He wrapped her into his arms. Hunter came around the truck and saw someone with Tori. He walked up, wondering.

"Tori? Dustin? Did I miss something?" He came closer and saw what Dustin was doing. He grabbed him by the arm and pulled, Dustin looked up and Hunter saw blood on his lips. He hissed at Hunter.

"Get your own dinner."

"Dustin, please...don't. I love you. Don't do this." Dustin looked down at her, and he slowly released her. His eyes tortured.

"I am sorry Tori. I don't understand this. Man this is a nightmare. I want to wake up." He turned to Hunter. "It's okay, man." He doubled over and began to throw up. Tori moved back, and saw it was blood. Then dustin turned and began to stumble inside, as he changed.

Hunter stood looking at Tori. "Are you alright?" He pulled her into his arms.

"Yes, but I dont' think Dustin is. What is going on tonight?"

"I don't know, Tori. Something strange." Both followed Dustin inside.