The Adventures of Spyden: Book Two: Time is of the Essence

Disclaimer: HA!! I don't own Foster's Home for Imaginary Friends (or any characters in it) JtHM and all characters relating to Jhonen's fabulous works. However, I am the creator of Spy, (who is a main character in the story if you couldn't tell) Brion, and Ned.

Author's Note: This is the second book in my Spyden series. I highly recommend you read my other two fics first as they both tie into this storyline. Also, another fic will be going on about the same time as this one is "The Chronicles of Lewin". This also has a direct connection to this story. But remember, IT'S BEING UPDATED ALONG WITH THIS STORY! So I won't reveal everything in one sweep.

I would like to thank DanMat6288 for inspiration…and also deviantart's "Paradoxal" for inspiration as well (not to mention the look of the character in question).

I'm trying to keep the story mysterious…and yes I lied in the last Author's Note last chapter. That was mainly because I changed the plotline after I started writing it. Sorry for the long wait as well. I hate typing…with a passion. AND FOR THE FIRST TIME: THE CHRONICLES OF LEWIN WILL NOT BE UPDATED THIS STORY. I had a hard time getting this one out and…well…I hate typing. Anyway, I won't be updating THIS story until CoL has been updated. Don't worry they just aren't in-sync this time.

Anyway, please R&R.

Now on with the story…

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Chapter Three: Todd

Thunder could be heard in the distance, black clouds edged nearer and nearer to Foster's, signaling all Freeze Tag activity to cease. Gradually the friends migrated inside, Mac and Bloo soon being the only ones outside. He vaguely felt a chill run down his back, but quickly shrugged it off as the weather. He probably couldn't have been more wrong…

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Lewin looked up to see Todd helping him up to his feet. He brought his arms around him in a friendly hug.

"Todd! How did you get here?"

"I followed you."

"Very descriptive…"

"No, really, I was literally right behind you the entire trip here." Todd paused, "What happened back there?" he said in a more serious tone.

"I saw Duchess…I just wanted everything back the way they were and he got in my way."

"Maybe you should've told him the fine points of your 'mission'."

"I guess…" the two stood in silence for a moment, "I'll tell him tonight."

"You sure?"

"Positive."

"Well, what do you want me to do?"

"I hate playing leader…"

"Well, if we pull this off, you won't have to be a leader anymore."

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Flashback

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A TV flashed on in front of a small audience. It showed an old lady with a warm smile.

"Hello dear friends…if you are watching this, well let's just say that you won't be getting' those cookies anymore." The voice laughed, "I could bore you for hours on end with stories and blah blah blah…the point of this is that I have to make sure the resistance lives on. There needs to be someone at the top of the hill, beckoning others to a better place. One with courage, a good head on his shoulders, and a heart of gold!" a flag started waving behind her patriotic pose. "Anyhoo, I bet you're wondering who it is, huh? Well, then let's get this party started!"

The camera shifted downward to show a bottle with an anime-like picture of the lady's head holding up a piece sign. The lady spun the bottle and burst out in laughter. "Round and Round and Round she goes!! Where she'll stop, NOBODY KNOWS!!" she continued her laughter as the viewers looked on with confusion. The bottle slowed to a stop on a brown-haired teen in front of the TV. The camera moved back up to the old lady's face again. "Well, you're it! And I have a feeling that you are going to make this world peaceful once again!!" she burst out into laughter again before the tape ended.

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End Flashback

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Spy munched on his sandwich Mac…er…Lewin had left in the refrigerator…on the floor. He had collapsed from his recent fight and immense hunger. Mainly the hunger. He finished quickly and pulled himself to his feet. He went to see what was on TV and to maybe relax some of his muscles from the fight in the hallway.

'How could Lewin be Mac?' he watched Mac and Bloo run past him, 'Mac would NEVER attack someone, ever…or at least not to kill them. Lewin just had pure hatred in his eyes…'

"I believe rage is a more correct term for it…" a cold voice sounded behind Spy. Spy turned around and quickly dodged a sword cleaving the couch in two. Ned stood over the couch, a grin spread across his face. "…and I seem to be a fan of it."

"NED! What are YOU doing HERE?!" Spy took a few steps back and his expression of fear slowly disappeared.

"What do you think?"

"Um…actually…I really don't have a clue…" Ned gave Spy a look of frustration.

"You're so dense without me…I'm here for power, and I find power through one source, rage." Ned didn't feel like finishing and lunged at Spy. Spy stepped back to avoid the advancing swords, not yet drawing his own. Ned swung his sword in a horizontal strike at him, who merely ducked and ran toward the kitchen (again). Ned flew in pursuit and kicked the doors off their hinges.

The room was empty. Ned walked in cautiously, trying to find Spy. He looked up to see Spy dropping a sac of flour on top of him. Ned brought his sword and sliced it, causing flour to create a smokescreen around him. Spy jumped down from the ceiling, bringing his heel onto Ned's head, slamming it into the ground. Spy backed away from the smokescreen, letting it clear on its own. And that's what it did…except Ned was gone. Spy looked up to see…the ceiling. He scanned the room again, absolutely nothing. Spy walked toward the exit when Ned broke through the floor in front of him.

"Now, now. Where do you think you're going?" Ned brought his fist into Spy's face, sending him tumbling backward. Spy recovered, activated his air shoes, and tackled Ned into the next room.

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Duchess shut the door quickly behind her, 'who was that jerk?' she held up a golden set of keys. 'I don't really care. And now I wait.' She heard a low growl come from outside.

"Patience, my pet. Soon you will be free…soon you will be free."

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Lewin and Todd made their way down the stairs to explain to Spy what was going on…unfortunately, Ned was already 'talking' to Spy…by throwing him across the foyer. Spy somehow landed on his feet and glared at Ned who still had a smile on his face. Spy charged again, sending laser shots ahead of him. Ned sidestepped and snatched Spy's leg as he was rushing by. He made the motion to throw him when Spy twisted his body, sending Ned down on his back. Ned drew his sword from his forearm a prepared to plunge it into Spy.

Ned couldn't bring the sword down, though…something was stopping him. He nearly screamed in frustration when he noticed a wooden tentacle wrapped around his arm. Spy took the chance and cut a gash across his chest with his own sword, quickly followed by a laser blast to the face.

Unfortunately, this didn't make Ned very happy. He ripped his arm away from the tentacle and jumped back to survey the room. He now had two to kill and he wasn't in the greatest of conditions.

'Perfect' He flew at Spy sending a laser blast at Lewin. He didn't have time to see if it hit, since he was in a swordfight with Spy. Ned suddenly decided to blast into the sky as wooden tentacles soon followed him. Ned turned and cut through them with several easy strokes. He heard a gun shoot. He barely dodged the incoming bullets and flew down to introduce Lewin to his blade. Lewin sidestepped and spun, bringing his shield into Ned who flew into it.

Ned planted his feet on the wall. After being knocked there from Lewin's attack, and launched himself into Lewin once again. Ned was hit mid-flight by one of Spy's lasers, knocking Ned into another wall. Ned screamed…not in pain, but in rage. His eyes started glowing red…heck, his whole BODY started glowing red. He shot both Lewin and Spy in one movement and began to finish Spy off, until a flurry of a black cloak appeared in front of him. Ned, not really caring who this was but not wanting him in his way, drew a sword and swiftly killed him instantly

Or that's what he wanted to happen, however Todd was too quick to be taken down that easily. Ned swung his leg in an attempt to kick him, missed, a punch, missed. This happened several more times until Todd snapped his fingers. Ned suddenly froze. No he's not under mind control, Ned just couldn't move. And for good reason, Ned looked down to see numerous cuts and gashes all over him. He crumpled onto the ground and disappeared into smoke before he could say anything.

Todd seethed his two knifes he had used to cut Ned every time he had attacked. Spy was already trying to get up while Lewin wasn't as far along. Todd rushed over to help Spy get to the nearest bed…unfortunately, he had to guess where that was. After a few minutes, he did find an empty bedroom on the second floor and led Spy into it. He ran back to Lewin, who was starting to move as well.

"Don't move Lewin, I'm helping you out for once."

"Oh common, you've helped me out before."

"Not as much as you've help me, I still owe you my LIFE Lewin."

"I only saved you that one time in the city…"

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Flashback…

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A black-haired, eight-year old boy hung from two chains around his wrist. He had struggled to get out of them, but they only cut into his skin. He tried to sleep, but feared making another monster from his nightmares attacking him. He heard a thump in front of the cell's door, followed by a metallic jingle of the lock being…unlocked. The boy opened his brown eyes to see a slim, pale figure garbed in mainly black, holding a bloody knife. He gulped as his eyes widened with fear.

"Nny?" he said in an extremely pathetic tone, caused by loss of strength, fear and hope. The slim figure undid the boy's bonds, which drop him to the ground in a heap.

"Squee. I gettin' you out of here." Squee looked up at Nny, who was now picking him up with one arm.

"How?"

"I dunno. The exit?" Nny broke into a light run, making sure not to disturb any of the guard he and Squee sneaked past. 'It would've been fun to kill them with those monsters they're forcing these kids to make.' Nny couldn't understand why, but he did NOT like the idea of torturing kids. Even if he had liked the idea, he would've at least killed them at the end of the day. Sure, he tortured people to no end, but they weren't kids. Most were innocent, untainted by the curse of human society. And Squee is no exception.

Nny stopped suddenly at the sight a very large, grotesque…thing…with sharp pointy…things all over it. The creature attacked, sending a wall of needles toward him. He was able to dodge a few, but most hit their target. Nny fell to one knee, making sure Squee was behind him. 'I've got to get him out of here.' He looked beside him to notice a small chute with a sign above it…

'A conveniently placed garbage chute

that leads to the ground level outside

Disposal currently out of order'

He blinked a few times, then flung Squee feet-first into the chute.

"What are you doing?!"

"You have to go, get as far away from here as you can." Nny gave him the knife he had used to kill the guard. "Stay safe." He said softly as he shoved Squee down into the garbage chute. Nny reached into his pocket and pulled out something. The monster lunged at Nny.

"See you in hell." He threw the plastic object at the beast.

It exploded, and left a pretty noticeable hole in the building.

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Squee found himself sliding down the chute at break-neck speed. He twisted and turned thru the tunnel and soon found himself on a dirty, dirty pile of trash. He sighed and tried to get up. He couldn't stop thinking of the nightmares that he had been having. Why couldn't he remember the good dreams? He felt a breath behind him.

He slowly turned with wide eyes, clutching the knife as if it were a certain teddy-bear. Four monsters…nightmares loomed in front of his gaze. He let out a small 'squee' before dashing down the pile, running as fast as he could in his weak state. It's surprising how fast one can run when death is chasing him. The farther he ran the more of his nightmares appeared from nowhere.

He could feel his body starting to shut down after running for about eight blocks when he barely saw a ship in the distance. It soon appeared beside him as a brown-haired boy extended his hand toward him. With the last of his strength Squee grabbed his hand and blacked out after entering the ship.

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End Flashback

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A/N: I didn't really enjoy this chapter as much, as the rest of the story is very flimsy. Don't worry. I have the plotline down, its just putting on paper is…harder…a lot harder. BTW: YES! Lewin is none other than Mac! However he will still be referred to as Lewin to keep confusion at a minimum. Also, if you have been reading my "Chronicles of Lewin" fic you would've known, that Mac's birthday is July 1st. If you want to know why…review asking that, or E-mail me.

Please review!!

Next Chapter: Mac and Mac: Yes this is almost self-explanatory. Mac meets Lewin(who is an older Mac) as well as a few choice others. The action dies down for a while here, so bear with me.

Please review!!

Bye ;D