Alex dived out of her window, the wind roared through her long white hair as she plummeted downwards, she squinted into the force of the wind and aimed her decent. A very surprised looking Jinx was splattered into the floor not a moment later, Alex straightened up and flicked the bits of ectoplasmic goo off of her hands, she rubbed the black stain on her white skin from her previous fight with Danny Phantom. It seemed all the black blemishes to her skin were a result of previous injuries that had eternally left their mark. It was surprising the number of scratches and scrapes that she had experienced over the years, her body was covered in them!

"Oh wow Alex." Max's voice said as he rounded the corner to her back garden and stared impressed. Alex felt fear fill her body, not only had Max seen her in her ghost form but he realised that it was her.

"Max! I can explain!" Alex squeaked.

"No, no it's okay I know who you're meant to be. That ghost that's meant to be terrorising town right? Great costume." Max smiled appreciatively.

"It's not- wait… costume?" Alex said as the last bit of Max's statement caught in her head.

"Yeah, where did you get all the stuff to make it? Is that body paint?" Max asked curiously as he ran a finger down her arm making her shiver.

"Yes, I'll go with that." She said quickly.

"I feel bad now, I don't have a costume." Max commented referring to his plain jeans and black shirt.

"You look good, don't worry about it." Alex replied honestly appreciating his appearance.

"Are you ready to go then?" he asked as they walked around to the front of her house.

"Yeah, let me just get my wallet." Alex nodded sneaking inside hoping not to be noticed by her father. As Alex stepped back into the cool night air after retrieving her wallet she could already hear the distant sound of carnival music, see the bright lights in the distance and even smell the sticky scent of candyfloss. She and Max walked together talking of small things to do with school and friends and enjoying each others company.

Max handed over some money to the man selling tickets and led Alex inside, it turned out that Alex wasn't the only person not looking like herself, she witnessed several fairies a few devils and several people in bedsheet ghost costumes.

"What do you wanna do first then?" Max asked gesturing to the wide panorama of stalls, games and rides.

"Let's take a look and see shall we?" Alex smiled as they walked off together.

On the roof of the nearby building Johnny 13 sat looking down on the carnival goers, his bad luck shadow under his feet. He remembered when he was here with Jazz, he had in fact genuinely liked her, more than his ghostly girlfriend that was, that might have been why they eventually split up. He had been pleased though to see that Jazz hadn't married anyone whilst he had been in the ghost zone, it gave him some strange satisfaction when he appeared invisibly in the hospital. It was Jazz's distracting presence that had distracted him from setting his bad luck shadow on the Fenton girl like walker had ordered him to. But this time he had to get it right, he had to get rid of the girl or else he would rot in Walker's ghost prison for the rest of his afterlife.

He stared down on the crowd attempting to find the girl, he'd seen her in the hospital but he couldn't see her here, even though he had been told on no uncertain terms that she would be here. He sat down on the edge of the building, fearing that this assignment would be more difficult than he had first bargained on.

Alex set the gun down on the wooden surface of the stall and looked over at Max who's jaw was hanging open, he stared at the little shakily motorised tin figures and the vast numbers of which Alex had shot down.

"Grandpa let's me shoot stuff with his ecto-gun sometimes." Alex smirked as she took the giant teddy bear from the vendor.

"Remind me never to annoy you." Max smiled shakily.

"Don't worry, I don't shoot to kill." Alex giggled snuggling into the soft fur of the bear.

"See, I only shot one tin man down, and nearly maimed the poor man running the stall. I feel all emasculated now." Max said semi-seriously.

"Aww, would having the giant bear make you feel better?" she offered the giant fluffy purple bear.

"I'll live thanks." Max laughed. He walked slightly closer to her as they wandered through the carnival in a comfortable silence punctuated with an occasional comment about one of the stalls.

"How are you with rides?" Max asked as they came to the more ride-orientated section of the carnival, there were several large daunting rides as well as the traditional ferris-wheel. Alex thought back to a few of her stomach turning g-force turns when she had been flying in the past.

"I think I'll be fine." She said carefully, "see any that you like?" she asked looking at the wide array of rides.

"Waltzer?" He suggested pointing to a black ride in the corner. It was a ride that Alex had seen before, it consisted mostly of a hilly circuit that had a track running over it giving both the sensation of going up and down as well as around added to that was the fact that the car itself span on it's own axis created three different directions of spin. She watched as a few cheerleaders got off of the ride falling over each other will dizziness, several had already fallen over and one looked like she was going to loose her lunch.

"Definitely." Alex smiled, any ride that did that to cheerleaders rated well in her books.

Irritated Johnny 13 thumbed through the pictures that Stalker had given him of the girl that he was meant to be stopping, he stopped when he came across a slightly blurred picture of her in her ghost form. He cursed himself for being stupid, he hadn't been looking for her in her ghost for as she would be with friends. But it was the night before Halloween and most people were in costume, he'd never even noticed her walking through the carnival because he had been looking for her human form. Swearing he floated invisibly down to the floor and landed gently, he scanned the crowds but could see no sign of her, ghostly or otherwise, he carefully re-appeared and stalked off through the crowds, his bad luck shadow remaining faithfully under his feet.

Alex, unaware of her pursuer was enjoying herself. She was spinning in what felt like three angles simultaneously and was laughing and screaming with delight, also because of the tilt of the car both she and Max were close together in one corner and to be honest she was enjoying that too. The two teenagers got off the ride a short while later giggling and swerving a lot, the purple bear swinging from Alex's hand. She stumbled into a passer by and giggled an apology before staggering off after Max who was rushing off to the Ferris wheel.

Johnny 13 stood in shock, she had walked right into him and not noticed who he was, surely being her fathers daughter she must have heard about him. Despite himself Johnny was stung that he didn't seem to rate on Danny Phantom's villain list and decided to set about changing this fact as he followed the halfa's daughter through the thick crowds. He swore under his breath as the crowds increased the distance between him and the two teenagers, feeling annoyed he went intangible and simply walked through the mortals leaving many of them feeling cold and mysteriously creeped out. He arrived at the base of the Ferris wheel in time to see Alex and Max's compartment get a quarter of the way up around the wheel's circle. After a moment's thought an idea hit him and he smiled an evil smile.

"Shadow go loosen some bolts on that would you?" he smirked staring up at the two teenagers.

Alex wiggled her bare toes over the edge of the metal seat feeling secure regardless of the single metal pole restraining them in their current position in the cart.

"You know Alex, I'm glad I moved here." Max said out of the blue, Alex looked up at this.

"Really? Even though you and Josh don't get on?" she asked hopefully, Max pulled a face at this.

"Regardless of Josh's dislike of me, I do like being here. I'm glad I met you." He said softly as he shuffled slightly closer to her.

"I'm glad you moved here too." Alex murmured back as she lent up towards him. Suddenly a jolt of the chair shocked them from their private moment, Alex heard the horrible sound of twisting metal and the gasps of the crowd below.

"What the?-" Max breathed as they both craned to see bolts popping off the supports to the wheel, by now they were both near the top. Alex's eyes were focused on something different though, a dark shadow moved around the bolts that were popping off like buttons on a fat man's shirt. Below them stood a scruffy looking twenty-something man who stared up at them with malicious eyes.

"Johnny 13… I thought he was in the ghost zone." Alex muttered half annoyed and half puzzled.

"What?" Max asked not quite catching her sentence.

"Ohmygod look!" Alex exclaimed pointing off in the opposite direction, surely enough Max looked and Alex took the opportunity to blast a bolt of green light at the bad luck shadow and at Johnny 13, this caused confusion and panic for the people down below but Johnny simply smirked and didn't move.

"What was I meant to be looking at?" Max asked looking back at Alex.

"I… uh…look, right there!" Alex said pointing again, slowly and somewhat untrustingly Max followed her pointing finger to an uninteresting building. When he turned back Alex was gone and the phantom terrorising the town was swooping down towards the ground.

Alex shooed the bad luck shadow away like she had done before with the jinx's but to no avail.

"That won't work sugar." Johnny mocked her. Alex growled at this name but before she could respond, the last remaining supports to the wheel snapped and the Ferris wheel fell to the ground balancing preciously on the crushed remains of one thankfully empty carriage, with horror Alex watched as the wheel began to roll forward, suggesting the same fate for the next, and unfortunately occupied carriage. Alex flew forwards and intangibly reached through the cart and pulled the passengers to safety before dropping them to the ground and allowing them to run screaming. Alex flew forwards and reached through the second carriage and pulled the new passengers out to safety. After a few more carriages Alex realised that she was rapidly running out of road and passengers, the last one remaining being Max. As she grabbed him, the Ferris wheel crashed into a building leaving the two floating mid-air in the privacy of the (thankfully) abandoned building.

"It… wasn't a costume was it?" Max asked after a second.

"Ah… no." Alex admitted as they landed on the dusty floor, a thought occurred to her. "You won't tell anyone will you?" she asked nervously.

"Not after seeing how good a shot you are." Max reassured her, the sound of people rushing up the stairs to them prompted Alex to turn back into her human form.

"Where did the ghost go?" A fat man demanded angrily.

"She flew out the roof!" Alex exclaimed convincingly.

"She saved us." Max added.

"Hmm, knowing that ghost she probably CAUSED that accident." The man harrumphed.

"But, why would she save us then?" Alex snapped, the men didn't answer her but turned away instead but she could swear mutterings about her insane family. Angrily Alex chased after them leaving Max momentarily alone.

"You're certainly one of a kind Alex Fenton." Max said to the quiet room before following her.