A/N: My second chapter and it's starting to look good! Hope you'll like this next chapter. It's a real heart stopper!

Chapter Two: The Undead Class

As 10 o'clock drew near, Dib's fears were fading as fast as they started. "10:00! He's not here! Which means I win!" Dib cheered only to have his face frown again.

"You didn't win anything yet Dib-stank!" a voice came from behind him and it made him jump back. Zim was here. "Now since you're here, watch the amazing, Zim, start and finish this task to end your pitiful life as we know it." As Dib watched in horror, Zim's spider legs sprang out from behind his back and jumped 20 feet in the air. He landed behind the gate that separated the school and Dib.

As he approached the window, that belonged to Ms. Bitters's class, he slipped through the open window that was always open and made his way through the room.

"There has to be something here that won't be obvious to the Dib-stank," Zim pondered aloud to himself knowing that there isn't a living soul in the classroom. As he made his way to Ms. Bitters's desk he saw the oddly shape apple that was always sitting on her desk.

"Aha!" Zim yelled as he picked up the rotten apple, "This will surely please him and when I present this, Dib will have no choice but to surrender to me!" While Zim was leaving the class, he heard something opening. He turned to where the door was only to see that it was locked tight. Then the sound came again and this time, it was coming from the desk. As Zim approached the desk once more all the lights turned on. Zim turned to where the lights were and saw a group of kids in the class.

"That filthy human tricked me!" Zim yelled as he looked at the students. But there was something wrong with them. They all seemed to be very pale and one of them grinned at Zim, showing his teeth. There was two long fangs that were showing in the pale kids grin. Before Zim could say anything, something was moving from behind him. It was Ms. Bitters.

"Greetings Zim," she informed, "I wondered when you'd be dumb enough to wander into my classroom at night."

"But how, who are they?" Zim asked pointing to the kids behind him.

"Those are the students I turned into who dared to desecrate my classroom and were sent to the Underground class to become what I am." Ms. Bitters grinned upon Zim showing that she too had very long fangs like the children.

"What are you?" Zim asked in fear, not knowing what he was dealing with.

"I am a vampire," Ms. Bitters answered, "And so will you be, Zim. You see I can't have you running around, now that you found out my secret of this classroom, and informing your friend who's waiting for you to come back. Now you'll be one of us forever and no one will ever know where you are."

"Dib isn't my friend nor will he ever be!" Zim yelled, "And Dib will know where I am and will get someone to find your dirty secret."

"Oh so you mean while you're here Dib is right now going to the authorities and not going to your base?" She motioned Zim to look out the window and sure enough Dib was running away from the school. In a way it made Zim feel betrayed seeing Dib run off like that.

"How do you know about my base?" Zim asked fearing the worst.

"I've known, since the day you first walked into my classroom, that you were an alien and now we'll see what happens when an alien gets bitten by a vampire." Before Zim knew what was happening, all the vampiric kids jumped at him and pinned him to the ground, making sure his neck was exposed. As Zim struggled from the ground, Ms. Bitters leaned over him and started to sink her teeth into Zim's neck. When Zim felt the contact of her teeth digging into his neck he screamed liked he never screamed before.

"I...Won't...Be...Defeated!" Zim yelled as he struggled from the pale kids and Ms. Bitters. He felt his heart start to beat very fast and then starting to slow down. He knew he was going to die but something told him to get out now. As he felt like he was going to pass out until he commanded the pak to spring into his spider legs and got everyone off him. When they all fell, including Ms. Bitters, he ran to the window and slipped through it like he did last time and made his way out of the class. The spider legs sprinted as fast as they could all the way to his house where he collapsed on the livingroom floor.

He turned to where he ran and saw that they weren't following him. He relaxed and crawled his way to his lair. Gir was already asleep when Zim barged through the door. There was no sign that Dib came to his base, which made Zim feel a little bit better. As he descended to the mainframe he felt his heart slowing down in an abnormal speed and commanded the computer to fix the problem. By the time the computer was done analyzing Zim his heart stopped completely and was beyond help.

A/N: Oh no Zim's dead! Or is he? What will happen to Zim now that he's the undead? Were did really run off to and will anyone eat Gir's waffles? Stay tuned and find out in the next chapter. >)