A/N: I took some time to plan this world out a bit more - characters, locations, major events. I already had it mostly figured out, but the fine details took a little longer.

Thanks again to SandrC and DiLithiumDragon for betaing! And for assuring me things still came out well even when my brain says no :P

Also, Happy Halloween, folks!


Sensations flooded Frazie when she finally touched down. She took in the smell of the sea, the shrill cries of seagulls, and the darkness of a dreary night touching everything she could see.

On one side of them, docks, lone boats bobbing on gentle waters. On the other side... a sprawling cityscape. Skyscrapers as far as the eye could see, in a medley of darker colors. Purples, blues, grays, all painting the town in shadows and deep tones accentuated by the occasional glow of a window.

"Whoa." Frazie hadn't been in cities very often, and when she had, never one this big. Heck, she didn't think any real city actually was this big. The buildings all seemed to stretch towards the sky, reaching unfathomable heights and disappearing out of view.

It was like having a child's eye view, she felt.

"Hup!" Hearing Lili pop into existence beside her, Frazie watched the girl take in their surroundings much as she had. "Huh. Maloof sure thinks big for such a little guy."

"Yeah." It just made everything feel all the lonelier, without another soul in sight. It also meant they had a looooot of ground to travel. "So where do we start?"

Lili went to respond, but suddenly clammed up, putting a finger to her lips and cocking her head to the side. Frazie listened in, catching some gruff muttering not too far away.

They weren't alone on the docks.

The two of them quickly slipped to a nearby shipping container, pressing themselves against it and peeking around the side. Off in the distance, a trio of men stood under a light, talking amongst themselves.

Well, if they even counted as men. They had pinstripe suits in various colors, sharp fedoras, gloves, stark shoes of black and white... and nothing else. Though they had a variety of body types, stick thin and top heavy and rotund, there wasn't actually anyone wearing them. Faceless goons, speaking with lips that didn't actually exist.

"What's the boss want?" one grunted, a toothpick hovering where his teeth would be. "If I'm gonna be smelling fish all night, I at least wanna know what's so freakin' urgent."

"Does it matter?" another said. "The Don calls, you come running. Or do yas wanna get on his bad side?"

The toothpick suddenly snapped, as if bitten in half. "Whatevas. Let's get this over with," the suit grunted, spitting it out.

The last one ushered for them to follow, heading off down the pier. "Come on, he's expectin' us..."

The suits walked away, making for a small warehouse nearby. The girls kept on their tail, keeping out of sight up until the goons approached one of the building's shutters. The biggest one knocked loudly, and after a second, the door slid aside enough for someone to confirm their identities and let them in.

Once the coast was clear, Lili slipped out of cover to head after them. "Come on! I bet they know what we're looking for."

"Whoa, whoa, whoa, whoa." Frazie's arm whipped out to stop her by the collar of her shirt. "They might just be clothes, but that doesn't mean we should go looking for a fight. And we don't know who else might be in there."

Grumbling, Lili turned back around. "Alright, then what's the plan, then?"

What was the plan? Her eyes drifting over the building, Frazie mulled over their options. "There!" Instead of trying to head in through the front, there was a window perched above a bunch of pipes they could peer through. "Let's see what we're dealing with." If they were lucky, they wouldn't even have to head inside.

It was a less direct scheme, but Lili could still get behind it. So, together, the two of them ran to the building's side and bounced off their levitation balls right up to the vantage point.

"Now let's see..." Frazie cupped her eyes and peered inside. She was immediately glad they hadn't barged right in.

The warehouse was a lot bigger on the inside. A lot, a lot, a looooot. Instead of shelves and boxes, the interior looked more like a giant parlor, with a second floor and all kinds of ritzy furniture. Brightly lit, a massive meeting table filled a chunk of it while comfy chairs, pool tables and fancy rugs dotted the rest. It was more a hideout than a storage; more a mansion than a hut.

It had enough people to fill a mansion, too. A lot more suits strutted around, of all sizes and colors, and they weren't alone. Censors were apparently allowed in the gang too, because a bunch of them were making themselves at home, donning bowlers and trilbies as they tried to make pool work with their wonky proportions. To her chagrin, a couple of them were even taking after the thugs, looking twice as tall and five times as beefy as their weaker counterparts.

Yeah. Definitely a good thing they hadn't entered. Despite the huge crowd, the leader of it all still managed to stand out - as did his two right hand men.

Maloof sat at the head of the room, and he'd gotten a spiffy new look. A stark black suit with a rose pinned to the lapel, and though his face was calm, there was an underlying malice gleaming in his eyes. As he reclined at his desk, his biggest enforcer stood with arms folded by his side. Unlike the other walking outfits, this one was a heavy jacket and jeans, with a wooly hat big enough to hide anything it wanted inside.

Frazie had a few good guesses who that was meant to represent. The other one though... she had no clue.

Maloof was using a squat little white suit as a footstool. It seemed the exact opposite of high-ranking, and yet even as its boss dug its heels into its back, it fretted over loads of paperwork and plans scattered around the floor. The poor thing clearly got no respect despite all the work it was doing.

But Frazie didn't have time to pity it. With the last few gang members arriving, Maloof finally looked up from his desk, snapping his fingers to draw everyone's attention. While the assembled crooks turned to their boss, the girls telekinetically pried a panel from the window, allowing all their chatter to ring out loud and clear.

"Gentlemen." Maloof stood up, walking right over his little assistant's paperwork and making it whine as he paced before his crew. "It does my heart well to see you all here on such short notice. You see... there's been an upset."

Adjusting his collar, the young man held the reverence of the entire clothing crowd as he talked. "It seems a couple little ladies have taken interest in a memory of mine. The price for it is set, but you don't get far in this business without planning ahead."

"Little?" Frazie murmured to herself in disbelief.

Maloof snapped his fingers again, and this time, a couple strong suits lugged something to the front of the parlor. A shivering memory vault, looking absolutely terrified amidst a crowd of thugs. Interest piqued, Frazie and Lili pressed themselves against the glass as they watched the guards drop off their payload.

The young Don put a hand on it, and though the creature squeaked, it didn't dare budge with an entire gang surrounding it. "Just to be safe, we'll be moving this information to a more secure location over on Memory Lane. That's where you lot come in." Waving a finger, he started picking suits out of the crowd. "Mugsy, Rocky, you're driving the truck. Pinhead, Dirty Dan, Fat Tony, you're loading her up. The rest of you... be prepared to defend it at a moment's notice. With luck, our clients will either play along or buzz off. But if not... if they get any wise ideas... we're going to have to make them regret their hubris."

A few chuckles bubbled from the crowd, and some nods. Now that was an order they could accept, if not get behind. After a moment, Maloof glared out over his crew, waving a hand. "What are you all waiting for? Get moving!"

Startled, his chosen few rushed to their positions. While a couple ran for the door, a few approached the startled safe and started lifting. With a grunt, they hefted it up...

...And dropped it back down when one of the goons fumbled it. "Oops."

The safe landed with a loud squeal, immediately making Maloof flick his head their way. The guilty lackey drummed his fingers together. "My bad, boss?"

"Tony, Tony..." Maloof stepped up to the man, offering him a sympathetic hand. "It's okay. Accidents happen."

The suit sighed with relief. Then, Maloof called to his prized enforcer. "See to it he gets a new pair of cement shoes, capiche?"

"Wait, what?!" In an instant, Mikhail's representation was on him, lifting him wholly with one hand and dragging him away. "You said accidents happen, boss! You said it!"

"I did," he admitted. "I never said I forgave them. No one embarrasses me. Not anymore."

The unlucky goon was pulled out of the room, kicking and shouting. A deep silence covered the crowd as he went... until Maloof snapped his fingers again. "Quit slacking! There's work to be done."

Back outside the window, the girls grimaced. "He's power tripping," Lili murmured.

"Juuuuust a little." Frazie shook her head, trying to shake what she'd seen. Don't dwell on it, she told herself. It's just some mental entity. She blasted little lawyers with ease... one fake mobster wasn't a big deal. And yet, the way he'd been so easily betrayed and punished left her chilled. "Alright... that incident aside... we've gotta get to that vault."

"The vault they're about to put in a truck and drive somewhere?" Lili clarified.

"Right." A pause. A second later, the sound of an engine revving across the building rumbled out. "Uh oh."

Jumping into action, the two of them leapt down from their hiding spot and raced around the back of the warehouse. They arrived just in time to watch a transport truck pull away from the building.

"It's getting away!" Frazie said, watching it disappear into the distance. "We've gotta-"

She paused. Slowly glancing to the side, she could see the poor goon from earlier trying to wobble around in some new rock solid loafers, a few of his fellows having a laugh at his expense. "Aw, geez, guys... these are really uncomfortable."

"...I guess Maloof's not too far gone yet?" A rough nudge from Lili got her focused again. "Right! After it!" With a hop, Frazie called up her levitation ball and balanced on top.

"Let's go!" Lili mimicked her, and the two were in pursuit in a blur of orange and green. As much as Frazie loved her new power, this wild ride wasn't fun and games... they had to catch up to that vehicle before it got away.

The streets were bare aside from empty cars parked off to the sides, the girls smashing seamlessly through figments as they gave chase. With no traffic or civilians to look out for, they were free to gradually gain on their target as it wound through the city streets.

But that made them easier to spot, too.

On the passenger side, a shirt cuff stuck out to adjust the side mirror, jolting with surprise when the two of them appeared in it. "Geez! Da boss was right!"

"Eh?" The driver poked his head out long enough to confirm it. "Pff. A couple dames on bouncy balls? That's what the Don's worried about? I'll shake 'em. And you... deter them."

The truck roared, its engine pumping up as the driver floored it. "Hey!" Frazie snapped, leaning forward and increasing her momentum.

Fwip!

It was a small sound, but one that made her blood run cold. The shrill whip of a bullet whizzing right by her head.

Just because it'd only be a mental wound didn't mean Frazie planned on being shot today. And she definitely wouldn't let Lili be, either. Swerving to the side, she positioned herself in front of her friend and threw up her shield just in time to deter a round of gunfire from the passenger side.

"Eep!" Lili was tough, but even someone like her would jump when they had a tommy gun unloading on them. "Thanks for the cover," she called, trying not to bump into Frazie from behind as projectiles pinged off her barrier. But while the goon was keeping them at bay, the vehicle was free to add more distance between them, swerving around a corner. "How are we gonna catch up?!"

Taking the brief respite to rest her shield, Frazie thought quickly as they barreled around the intersection. They needed to slow that thing down, and they needed to keep themselves safe from the gunman. Her eyes drifted to the truck's wheels, and her advanced training from the prior day popped into mind.

"Follow me!" Frazie protected herself again, pushing to roll as fast as she could. The air split with the crack of gunfire once more, and Frazie soldiered them through it.

The instant there was a breather, she swerved to the other side of the road, a finger to her temple and focus in her mind. Channeling that energy, she unloaded some psi blasts on the back wheel, slamming the tire with her newest trick.

The force made the truck jump, but a blunt blow wasn't going to do any good. It just made the driver cry out. "They're firing back!"

"With what?!"

"I don't freakin' know! Keep shooting!"

Rounding another corner, the gunner goon sent another volley, forcing the two to dodge. Rather than follow right after, though, Frazie guided them onto the sidewalk. "This way!"

A tall wooden fence blocked off an alley, but it wasn't tall enough to stop a couple gals on levitation orbs. Easily bouncing over it, they rolled through the shortcut, knocking trash cans and litter aside before popping out on the other side - right ahead of the truck.

"Aahhh!" both the girls and the gangsters screamed in unison. Frazie plucked Lili right off her ball and rushed forward, out of the vehicle's path.

It raced right on by, and once the surprise wore off, the two of them were giving chase again, much closer now. With the back of the truck right up ahead, the shooter was having trouble getting a lock on them.

With another brief moment for the two to think, Lili surprised Frazie with her next idea. "Throw me up top!"

"What?!"

"They can't hit me up there! I'll try and melt through the roof! You keep working on the wheels!"

Frazie's mind screamed a dozen reasons why she shouldn't, but she finally nodded. "Alright...!" She wasn't too keen on letting her friend ride a barreling vehicle, but Lili made a pretty dang good point. "Just be careful," she tacked on, guiding the two of them to the side of the truck.

The driver poked his head out to gape at the two girls rolling right by his side. "What the hells do you two think you're doing?!"

"This!" Frazie grabbed for her partner and spun, flinging her towards the roof of the car. To her relief, Lili latched on, grunting as she lifted a leg over the top.

"You crazy bastards...!" With a sharp turn of the wheel, Frazie was forced to back off and let the truck roll ahead as it tried to ram her. "Pass me the tommy, you useless mook!"

Things were escalating quickly. The driver was alternating between swerving madly, trying to throw Lili off, and unloading vicious bursts of bullets back at Frazie. Popping her shield up as needed, she kept good on her half of the plan and rolled to the far set of wheels.

She could whale on it for awhile and eventually break a tire off, but that'd take too long. Priming her mind again, she focused her Psi Blasts, trying to will up the piercing shots she'd managed earlier.

The first few shots rocked the car, but the tire kept rolling on its not-so-merry way. Concentrating harder, Frazie fired again, relieved to see a small nick in the rubber. "How's it going up there?" she called, continuing to chip away at it.

"Poorly!" With the vehicle on a high speed rampage, Lili was stuck rolling and clinging to the top, hardly able to focus let alone stand. When she could, she poured heat into the metal, but she wasn't having much luck.

Which just meant Frazie would have to make her some. Narrowing her eyes, her focus, she tried to hone down her psychic power as thinly as she could.

Pop!

Her psi blast narrowed to a thin point, slicing through the rubber like a hot blade carving through butter. The truck jerked violently as it suffered a blow-out, a painful metallic scraping coming from the back as it started dragging its corner along the road.

"What the hell is up with these girls?!" the driver cried, still trying desperately to shake Lili off, but having a hard time now that their momentum was cut.

With the vehicle shaking and speeding a lot less, Lili finally wobbled to her feet, the wind whipping her hair back. "Nice one!" she called below, pushing her hands ahead of her and pouring all she had into the truck.

It took some time, but a few moments later, the metal began to bubble. The sharp stench of burning steel filled the air as she started melting a hole in the roof, piercing through the thin layer.

Before long, there was a hole big enough to spot the shivering safe curled up in the dark. "I see it!" Lili shouted, willing up every bit of heat she could muster. "I've almost got it...!"

"Lili, get down!"

"Huh?" Lili's head jerked up just in time to see an archway barreling towards her. With a yelp, she launched herself off the car and into Frazie's waiting arms.

The truck was free to awkwardly bump its way through the gate - and when the girls tried to follow after, it slammed shut in their faces. Popping her ball, Frazie set Lili down and shoved at the bars, grunting futilely as she failed to push it back open.

They were too late. The truck had reached its destination.

They could practically hear the goons laughing in the distance as they drove off towards the back of the building, taking their haul with it. Groaning, Frazie thumped her head against the gate. "Perfect. Juuuust perfect."

Lili kicked at the ground, huffing. "Grrrr... we had it!"

"Almost." They had. But it didn't matter how close they'd came if they hadn't actually succeeded. After a moment, Frazie shook her head, stepping back. Alright... so things just got a lot harder. Where were they, anyway? Her eyes trailed up to the top of the gate, where their destination was labelled in thin black gating: The Hippo-Campus.

Indeed, the enclosure was home to a medley of buildings, not too unlike a college. However, squinting closely, Frazie could see that the place wasn't for learning... it was for storage. Each area was labelled, whether it was a tiny hut marked as Baby or bigger ones for Family and Camp.

And at the far end, where the goons had driven off to, sat the biggest building of all: A massive banklike structure marked Significant.

The good news: they knew where to go. The bad news... pff, good luck getting to it.

On top of the fence being too big to scale, the outside of the place was well protected. Security guards wandered the place, waving flashlights. The strange thing was, their heads WERE the flashlights. With every which way their faces turned, their beams illuminated the area, on the lookout for intruders.

Alright, so they needed a way in, and they needed to watch out for those guys. Her mind drifting back to her cell in her own mind, she recalled a certain cheeky bunny. "Maybe we can lure one close and if we're lucky, telekinesis some keys off them...?" Frazie suggested.

"I wouldn't mess with those guys if I were you."

That hadn't been Lili.

Instantly on alert, the girls whipped their heads to the side just in time to see a hole in reality open up. Not the usual red censor circle - no, it was as if someone just slid their hands through the air and opened them like curtains. And from out of that gap stepped a familiar face... or lack of face?

It was the small white suit being used as a footstool from back at the parlor. Frazie held a hand in front of Lili, primed to punt this thing over the fence if it tried anything. Already she was worried this was the first wave of an ambush. If it was, though, it was a pretty pathetic one, because the instant she tightened her fist the goon squeaked in alarm and ducked down.

"W-wait wait wait! I'm on your side!" it pleaded.

Frazie's fist faltered. "...Eh?"

The suit straightened back up, trying and failing to look composed as it gestured to the guards again. "I'm here to help. Starting with keeping you from getting demolished by those things. They won't touch you if you stay out of their sight... you don't have to fight them, and you shouldn't. They're nigh unstoppable."

The nearest one perked up suddenly, overhearing their little chat. As it paced closer, its light washed over the three of them. The white beam suddenly flickered red as it let out a howl and ran forward, punching their way.

If there hadn't been a metal fence in its path, they'd have been goners. The metal bent outward from the impact, making everyone scream and jump back. As soon as they were out of its cone, it calmed down, tilting its head left and right in confusion.

Object Permanence

Don't stay in its line of sight too long. Or else.

It took a second for Frazie to realize the little suit had jumped up into her arms. She shot it a look and dropped it, the small guy landing with an 'oof'.

"Alright, that checks out," Frazie noted. "Still, why on earth should we trust you?"

Dusting itself off, the suit shrugged. "You can't, I guess... but you don't have to, because you're stuck without my help. And I want to help." It sagged, sighing. "Things have gotten real scary around here lately, ever since that big new goon showed up. With him, Maloof thinks he can do anything... and he'll squash anyone who gets in the way. Maybe you can knock him down a peg if you take that memory from under his nose? At the least, I don't want those campers getting hurt just because he's being stingy."

Lili and Frazie glanced at each other, their silence speaking volumes. He knew a lot - made sense for the intel guy of his gang. But did they work with him? If he'd wanted them dead, he could've just called for the rest of the gang and had them crushed by their sheer numbers and artillery. Skeptical still, Lili jabbed a finger into the suit's lapel. "And what do you have to offer us, huh?"

"I-information," it stammered, raising its hands to protect itself. "I know the layout of the campus inside and out. Take one of these, and I can help you break in," he explained, pulling a little walkie talkie from inside his coat.

Accepting it, Frazie clicked a button on the side, making it crackle. "And if that's not enough..." their benefactor continued as he reached for the other side of his jacket, "I have a sweetener."

Frazie's eyes went wide when he pulled out the next thing: A light blue camp badge, except blown up to massive proportions. Holding it like a plate, it featured a little figure starting to fade out of existence. Curious, Frazie reached out to touch it. It didn't feel physical, it felt more like... energy. "What the...?"

"It's a skill Maloof used to use a lot," the suit explained. "Invisibility. This is his knowledge for it... I can share it with both of you. You're gonna need it if you want to pull this off."

Lili took her turn to poke it, swiping her hand through it and staring blankly at her empty palm. "So how do we...?"

In response, the suit crushed the symbol in its grasp. It exploded into little pale particles, the glimmers floating over to settle on the girls. Just touching them made Frazie's mind feel rejuvenated, expanded. Like she perfectly understood the basics of a skill she'd never once attempted.

Distance yourself. Focus on solitude, on quiet, on slipping into the background. Make yourself less noticeable, to the point people can look right at you and see nothing. It was crystal clear, and she would be too.

Trying it out, Frazie shut her eyes and concentrated. When she opened them again... her hands were gone. All of her was, she noted, looking down where her legs had been. Dispelling it, she grinned to herself. "Check it out, Lili! ...Lili?"

Lili was gone - for half a second, until she popped up right in Frazie's face. "Boo!"

Recoiling, Frazie stuck out her tongue as Lili giggled. "I think he's legit," Frazie finally decided, giving the suit an approving nod.

Relieved to hear it, the suit turned, once more spreading reality wide open. "Perfect! I'll call with instructions in a moment. Just be careful, you two. Even with my help, one slip up, and you're done for."

Reassuring. Before he'd vanished, Frazie reached out. "Wait! What do we call you?"

He took a moment to mull it over. "Lefty." With that, he stepped through the breach and the two were alone again. A second later, the walkie talkie crackled to life. Peering through the fence ahead of them, they shared a nod as their first instructions came in.

The heist was on.


Fun fact: All the lackeys named in the parlor are references to cartoon thugs and goons. It's not just fitting, it's also an indication that the young Maloof still gets a lot of his worldly know-how from the TV. The best shout-outs are the symbolic ones!