The group woke up to the sunlight creeping through the large living room windows and groaned. As they began to shake themselves awake and consider a new plan Cornelia began to hear some noises from the hall.

"Is Lillian back already?" Irma asked sleepily.

"She shouldn't be...she said she'd stay at a friend's house all weekend." Cornelia answered before getting up and turning to corner to find Cordelia's parents in the entryway gathering their bags and various items.

Cornelia blinked confused and shared a look with everyone who had followed behind her before stepping forward.

"Um, Mom, Dad? What are you doing here? What about your business trip."

Cornelia's Dad turned around, "Cornelia don't you know? It's time for the festival in town." he said.

Cornelia looked confused, "what are you talking about?" She asked her tired brain still trying to work.

"Make sure to get there in enough time dear OK?" Her mother said instead as if in a trance. They both gathered two venetian masks in their hands and her father offered his arm to his wife and Cornelia's mother took it gracefully. As the four girls watched them Cornelia stood gaping never seeing both of them in such a good mood before.

"OK," Irma started, "may I just say, what the what?"

Will looked thoughtful, "a festival? Oh," she searched in her jacket for a moment and pulled out a crumpled flyer.

"Wait, this carnival in town...Matt was telling me about it. But from what I heard it was supposed to be some small time thing." Will said in confusion.

"From the looks of my parents it seems bigger than that." Cornelia said, crossing her arms and tilting her head.

Taranee pushed up her glasses, "I don't think I have to say it but there is definitely something a bit weird going on here."

"I'll say!" Hay Lin added scrolling on her phone, "look at this!" She said showing photos from the center of town the square was filled with people dressed in various Florentine dress, jester costumes and masks.

"It's hardly the season for anything like that!" Irma protested.

"That's what I said." Will added. They all looked at each other before moving, Hay Lin went outside, Taranee went to the computer, and Cornelia and Irma stood by the phone calling a few numbers. Will waited thinking everything over before everyone slowly began to rejoin.

Hay Lin came rushing to them a little out of breath, "I've talked to a lot of people and they all seem to think this has been planned for weeks!"

Cornelia closed her phone and walked back to them, "even my dad's assistant agrees that the whole town has been preparing for this carnival..." She added, looking a little fearful. "I think the whole town is under some kind of..." she searched for the word,

"Spell? Bewitchment? Halloween Town Special?" Irma supplied with increasing intensity earning an eyeroll. "It's totally freaking me out!" She added in defense.

Taranee's phone went off again and she took it out in frustration, at her phone, "my parents keep messaging me that I have to go!" Taranee explained frowning, "it's like their machines on repeat sending the same message to me!"

"Let's get down there as fast as we can!" Will said.

The streets were packed. People dressed in grand costumes, others in only a mask or decorative hat. The festivities were loud and ostentatious. Wagons were in the square filled with wooden toys or decorative hay, some were even available to be pulled along by horse and driver.

The material for the event was almost too good to be true for their rather small city and the girls looked around alarmed dodging horses and guests drunk on the night gathering.

Will jumped out of her skin when a man on stilts came too near to her leaning down with his clown makeup and hat with bells attached she jumped away in shock knocking into her four friends they all took a moment to catch their breath and grabbed on to each other to walk through the crowd.

"Have I mentioned I'm afraid of clowns?" Irma said rubbing her arms, "cause, definitely getting there."

Without talking further they moved forward as a group and they managed to get to a less crowded part of the town hearts hammering too hard

"You know, now that we aren't in the thick of it, maybe this is a totally OK and normal gathering?" Irma offered with her hands up but a screech from behind her and they all looked to see a flying goyle looking creature above the crowd. "Or not," Irma added.

"Let's get transformed!" Will said and they all stood ready and began to change taking to the air once ready. They went to meet the creature head on but strangely the crowd didn't dissipate at all and they only looked mesmerized. Will looked down at them in confusion until the sky suddenly began to open up in various portals around them and the same creatures appeared quickly creating a horde.

"Oh, oh no."