Okay guys, here's a new episode for ya! It's going to namely center around Derek, Shawn K. and Uncle Ted… and they're in for one heck of a night ;)

Also it's going to be a slight parody of that Angry Beaver's episode, "Up All Night"… but with much originality.

d~b

~Episode 12~

Staying Awake

(Or, The Sleepover of A Lifetime)

*KA-BOOM!*

Yep, not even going to start to describe what kind of day it was around Paradise Towers. Just going to jump right to the part of the introduction where something explodes… because, apparently, everything explodes in this show.

(Are we really that desperate for ratings, guys?)

Anyway, unlike most of the previous explosions, this one didn't take place in Robotnik's lab, or Zippy's apartment, or the Freelance Police's kitchen. No, this time it came from the apartment belonging to Shaggy, Pugsy, and Flip…

And our three heroes were the reason behind it.

Yep. Shag, Pugs, and Flip made something explode. …well, that makes things a little different.

We get a view of the outside of their apartment… where they burst through the door and run down the hall at the speed of light. "Like, oh man, Zippy's going to KILL US!" Shaggy screamed.

"I could tell that after she came to, and was glaring daggers at us- while HOLDING daggers!" Pugsy replied, trying to outrun Shaggy.

"I knew we should have made sure the knots were tight!" Flip stammered, trying to outrun both of them. "What are we going to do?!"

"Simple: Run and keep on running, and pray she doesn't catch up to us!" Shaggy stammered.

"What's this 'us' business?! She's obviously going to spare your life!" Pugsy sneered.

"But I opened the cage door, first! What makes you think she'd let me off easy?!"

"She has the hots for ya!"

"Oh, shut up and hope we can outrun her!"

"I don't have to outrun her, I just have to outrun you!" Flip said, shooting ahead.

Shaggy and Pugsy watched him gain speed…

"WHERE ARE THOSE NUMBSKULLS?!" Came Zippy's furious bellow from down the hall.

"FLIP!" Shaggy and Pugsy both called, and shot off like a pair of rockets.

Zippy shot down the hall after them, practically seeing red as she pursued them. "You can run, but you can't hide…" she snarled in a cliché manner, reaching into her pocket and taking out a hamster. "Smell 'em out, Marshmallow!" she then followed the hamster down the hall.

…During all this, Derek stood in the hall, watching the pursuit take place. He then rolled his eyes and continued down the hall. "Dorks," he scoffed. He walked into Uncle Ted and Shawn's apartment, setting down his duffel bag.

"Hey, Derek! Long time no see!" Uncle Ted exclaimed.

Derek sneered. "It's only been a week," He then saw Shawn walking in, and grinned. "Hey, Shawn! Long time no see!"

"One week isn't long enough," Shawn replied jokingly.

"So, Derek! What do you want to do? It's Friday Night, and we've got all night to paarrr-tay!" Ted exclaimed, acting cool (and embarrassing Derek).

Derek groaned. "Don't ever do that ever again," he begged, then took out his DS game. "And I'm just going to do what I do every Friday when my folks make me come over here- play videogames and try to forget I'm stuck here."

"You say that like you don't like being here…" Shawn said, warily.

Derek smiled quickly. "Oh, I-I do, Mr. K! It's just… not much happens around here, y'know?"

"I take it you never heard the explosion across the hall, huh?" Uncle Ted guessed, then rubbed his chin. "Then again, explosions have been a common occurrence around here… Hey, you think we should talk to the manager about that?"

"So, you just think it's boring around here, huh?" Shawn questioned Derek.

"Well, no offense Shawn, but when I heard Uncle Ted was living with a celebrity, I was hoping things would be a little more cool. Like having a ton of the latest tech around here, or other movie stars coming by to hang out, or throwing parties, or… SOMETHING awesome like that!" Derek answered.

"Heh, well in case you didn't follow up on my Fakebook page, Derek, I happen to be on hiatus,"

Derek only blinked, confused.

Shawn sighed. "That means, I'm taking a break from the lifestyles of the rich and famous. I just want to have a simple life for a while, ease down and unwind until I'm ready to get back on the set again."

Derek rolled his eyes, throwing his hands up in the air. "Now he tells me!" he then sat down in a chair, taking out his DS once more. "So much for having an exciting weekend…"

"Hey, buck-up, kiddo! We can still do something exciting!" Uncle Ted exclaimed. "We have the whole night to 'break out the jams 'til the sun comes up'!"

Derek slouched. "Ugh, geez… No offense, Uncle Ted, but I doubt the two of you could stay up the whole night. You're pretty much in bed before 9!"

"Oh, and you can handle staying up the whole night?" Shawn challenged. "How about this: we all have a competition on staying up the WHOLE NIGHT, from sunrise to sunset. Last one to give in and turn in has to do all the chores the rest of the weekend!"

"Ha! That's a sucker bet- you're on!"

"Sounds good! This'll be just like a sleepover!" Uncle Ted exclaimed. "Imagine all the things we could do! Watch scary movies, play games, stuff our faces with junkfood, go around pulling ding-dong-ditches, making each other call up girls we like…"

Derek face-palmed. "Geez, Uncle Ted, the idea is to stay up late, not put ourselves to sleep! Look, if we're going to do this, we're going to have to do something AWESOME, something so exciting it'll keep us awake the whole weekend!"

"And what did you have in mind, Derek?" Shawn questioned.

Derek grinned.

d~b

The competition started at 6:30, when the sun had gone down. After dinner, Derek had stated his plan for staying up all night…

By doing a stunt that involved a skateboard, mattress, basketball hoop, and a ramp. They cleared some space in the living room, and Derek explained the stunt. "All you gotta do is skateboard up the ramp, jump off the mattress, and try to make a slam-dunk into the basketball hoop on the wall," he said.

"Gosh, Derek… isn't that a bit dangerous?" Uncle Ted asked.

"DUH! How else are we supposed to make this night epic?!" Derek scoffed as he walked across the room, where his skateboard waited upon another ramp to help give him enough thrust to shoot up the other ramp. "Now, watch and learn! …Oh, hold on. Shawn, you got that web-cam ready?"

"Ready and rolling, Derek," Shawn replied, having a web-camera aimed at Derek, showing the video on his computer screen. "You sure you want to do this?"

"Positive, I've done stunts like this, AND even cooler! Now watch how a pro does it!" Derek then pushed off, skateboarding across the floor and up the ramp-

*CRASH!*

However, the ramp was slanted too steeply, and he ended up hitting the ceiling. He landed on the mattress with a *whump!* "Derek, are you okay?" Uncle Ted gasped.

"Yeah, I'm fine…" Derek grunted, sitting up and rubbing his head. "…ugh, my head…"

"You should've worn a helmet,"

Derek blinked. "So THAT'S what I was forgetting!" he slapped his forehead… then flinched. "OW!" he stood up, then walked over and readjusted the ramp at a lower angle. "Alright, this oughtta do it! Take two, Shawn!"

"Whatever you say," Shawn replied with a shrug.

Derek once again shot across the room on his skateboard and up the ramp…

*THUD!*

This time it was too low, and he wiped out on the mattress. "Are you sure you've done this before?" Uncle Ted questioned.

"Hold on! One more time!" Derek snarled, standing up and once again readjusting the ramp. "There, THIS time I'll get it! Get the camera ready, Shawn!"

"Been ready since the first crash," Shawn sighed.

Derek shot up the ramp once more, this time making it over and jumping on the mattress-

*WHAM!*

…although his aim was off and, rather than making a slam-dunk, slammed himself into the wall. "…ow…" he groaned. "…alright, cut…"

Shawn turned off the camera. "Well, that should get a lot of hits on Youtube," he joked.

"Any other stunts you want to do, Derek?" Ted asked.

"Ah, forget the stunts… lets just do your 90's styled sleepover," Derek muttered. "…maybe it'll put you guys asleep faster."

"Alright! I'll break out the snacks!" Ted then ran to the kitchen.

Shawn was snickering, and Derek glared at him. "Oh yeah? YOU try it!"

Shawn shrugged, then got on the skateboard, shot up the ramp, jumped on the mattress, and made a slam-dunk with ease. "I don't see how you couldn't do it- that was easy!" he joked.

Derek only sneered. "Show off."

d~b

Five minutes later, Uncle Ted had a whole smorgasbord of junkfood spread across the table. From Twinkies© and popcorn to sodas and gummy-bears; pizzas and cupcakes on one side, while candy-bars and hot-dogs were piled on the other; and every kind of potato-chip and ice-cream taking up the middle.

"Alright, here's a little contest-within-a-contest for ya," Uncle Ted said. "We have an eating contest- whoever can eat the most food without dropping out or throwing up wins! You only get a freebee if you start to choke or suffer a heart-attack."

"You're on!" Derek replied.

"Lets do it!" Shawn added.

"And… GO!" Uncle Ted shouted.

Immediately they began stuffing their faces in a disgusting display. We would describe how they slobbered on their hands as they shoved cookies and barbecue-chips in their mouths, chugging soda while chewing down popcorn mixed with mint ice-cream, and gobbling down hotdogs by twos-and-threes while having cupcake frosting smeared on their faces… but we'll just leave that to your imagination.

Meanwhile, Shaggy, Pugsy, and Flip ran out of the elevator, panting. "Do you think we lost her?" Flip asked.

"I can smell your fear from the third floor!" Zippy's voice shouted from the stairs.

"Nope!" Shaggy yelped, and they shot off again.

Zippy ran down the hall, wielding an axe and looking around. "I know they were just here…" she paused, listening.

*Gobble! Snarf! Gulp! Omf! Nom Nom Nom!*

"AHA!" Zippy then kicked in the door and leaped in. "I GOT YOU MORONS- good sweet mother of all that's pure…!"

She looked at the sight, seeing the two men and teenager with extended bellies and having a variety of melted or crumbled food covering their faces… all moaning and looking green in the face. "Just… one … more…" Uncle Ted said, holding up a potato chip, then groaned and dropped it, falling back.

Zippy gawked in disbelief. "Good grief, guys! What happened in here?!"

"Just… having a… competition…" Derek replied, then held his mouth, trying to keep from getting sick.

"Any reason why you burst through the door like a maniac?" Shawn asked, being the least sick.

"Oh, well from all the scarfing sounds, I thought Shaggy was in here… Speaking of which, if you see him, Pugs, or Flip anywhere, let me know. …I have to teach them a lesson about why you should obey a sign that reads, 'Do Not Pull Lever'," she then left.

"Okay… new competition… last one to the bathroom has to clean it!" Derek cried, then ran to the bathroom as quickly as he could.

d~b

By the time everyone got done up-chucking most of the snacks, it was 8:45. They sat around, trying to figure out what to do next. "We could tell stories!" Ted suggested.

"We're trying to stay AWAKE, Uncle Ted." Derek scoffed.

"Right. We should do something that includes a little more activity, at least until we're too tired to stand," Shawn said.

"I know! How about a pillow-fight? That's always fun!" Ted said.

Derek slapped his forehead. "We're GUYS, Uncle Ted! That stuff is for girls!" he sneered.

~Quick Scene Change!~

Derek ran across the room, carrying a mattress. "Now THIS is manly!" he shouted, trying to slam into Shawn, who also held a mattress.

"I haven't done this since my senile days in college!" Shawn exclaimed, slamming his mattress into Derek, knocking him back.

"Cowabunga!" Ted shouted, running out with his own mattress and slamming into Shawn.

Derek got a second wind and slammed into his uncle, who slammed him back. "Cheap shot!" the teen exclaimed, pushing against him.

*Wham!* Shawn slammed into Derek from the side. "In my defense, that shot wasn't cheap- it was half-price!" he laughed, then turned and slammed into Ted when he came at him.

Derek growled. "Oh, it's on like Donkey Kong!"

"Donkey Kong's on? I haven't seen that show in years—OOF!" Ted began to exclaim, until Derek slammed into him. "Oh, that's it! You two are going down!"

d~b

~Meanwhile, Down in the Lobby…~

*Whump! Bam! Crash! Boink! Slam! Thonk! Some other noisy sound-effect!*

Robotnik was reading the newspaper, looking up upon hearing the commotion from up several floors. "What in the name of all cruelty is going on up there?!" he sneered, walking towards the stairs.

Shaggy, Pugsy, and Flip ran through the back door and up the stairs, trampling Robotnik as they did! "Like, gangway! That girl's armed!" Shaggy shouted.

"Someone notify my next of kin!" Pugsy stammered.

Robotnik lifted his head, rubbing it. "What the…?" he muttered in a daze.

*THUD!*

Zippy leaped, landing on his head as she bounded up the stairs with a katana. "The more you run, the more violent I get! I hope you know that!" she shouted at her victims.

Robotnik stood up, stumbling back to the desk. "What do they think I'm running here, an Ultimate Showdown federation?!" he grumbled.

d~b

Back with the slumber-party, the mattress-fight was starting to get out of hand. "Take THIS!" Shawn exclaimed, hitting Derek, then took out a couch-cushion and launched it at Ted! "And take THAT!"

"Here, have some yourself!" Derek shouted, chucking a pair of pillows at Uncle Ted, while slamming his mattress into Shawn, both of them hitting the ground.

"BANZAAAAAIIIIIII!" Uncle Ted shouted, running at them at full throttle!

"Yikes!" Shawn and Derek both shouted, diving out of the way.

Meanwhile outside, Shaggy, Pugsy, and Flip were back in the hall. "We gotta hide somewhere!" Flip stammered.

"WHERE?! That psycho knows where we live, and can sense fear!" Pugsy replied.

"Yeah, where would we hide?! Under a bed?!" Shaggy added.

*CRASH!*

*WHUMP!*

Uncle Ted burst through the door with his mattress, landing on the guys, covering them!

Zippy ran by. "Hey, Ted, did you see Shaggy, Pugsy, and Flip run by here?" she asked.

"Uh, nope. Haven't seem 'em all night," Uncle Ted replied. "Hey, wanna come in for a visit? We're having a mattress fight!"

"Nah, maybe another time. I gotta find those two idiots and their kid," Zippy took off once again.

Uncle Ted shrugged then got up, stumbling back inside. "Shawn, do we still have that spare door?" he called.

Shaggy, Pugsy, and Flip poked their heads out from under the mattress, seeing stars. "Well… technically… it's NOT a bed…" Pugsy muttered.

d~b

After putting in a new door, it was getting close to 10, but no one was drowsy yet. "Okay, how about taking a break from the extreme things before someone breaks their necks?" Uncle Ted suggested.

"Then what are we supposed to do?" Derek scoffed.

Shawn thought, then smirked. "I've got an idea- how about pulling prank calls?" he asked.

"Oh, c'mon! That's lame! Everyone has Caller ID!"

"Yes… but do they know someone who has 12 different phone-numbers?" Shawn held up a box, full of cell phones.

"Whoa! Why do you have that many phones?" Ted asked.

Shawn shrugged. "I just always have a spare in case some fan-girl/stalker gets a hold of my number, and I have to switch. I got a tip from several anime guys. …Now, who's up for some good, old-fashioned pranking?"

Derek shrugged. "Meh, still lame, but I'll give it a shot," he said, taking a phone.

"Me too! Me too!" Uncle Ted exclaimed, taking a couple.

They all started dialing.

d~b

Down in the basement, Jasper, Horace, Scratch, and Grounder were all working on a machine. Jasper was underneath it, twisting in a few gaskets, when a ringtone of The Black Eyed Peas' "I Gotta Feeling" rang through the air.

The lackey reached into his pocket, pulling it out. "Talk to me," he replied.

"Hey, is your watch running?" came Uncle Ted's voice.

Jasper looked at his watch, shook it a bit, then listened to the ticking sound. "Yeah, I think so,"

"Well… *snicker* you'd better go catch it!"

Jasper arched an eyebrow, rolling his eyes and hanging up. "Oy, that joke's ancient…"

Scratch walked over. "How goes work on the Detonatortron5000, guys?" he asked.

"Should be done within a couple-" Horace began… though suddenly everyone heard a ringtone of Nirvana's "Smells Like Teen Spirit" blaring from his pocket. "Whoop, gotta take this," he then answered his phone. "Y'ello?"

"Yes, this is the Institution for Insane and Underpaid Dorks, and we were calling to inform you that your parole is up!" Derek answered.

"It is? …Oh, gosh, give me more time! I've been putting in some honest work!"

"Here's those spare parts you stole last week, Horace!" Grounder exclaimed, carrying in a box full of scrapped gears.

Horace flinched and covered the mouth-piece of his phone, turning and glaring at Grounder. "SHUSH!" he went back to the phone. "Listen, c-could we extend my time for another week…?"

"I'm sorry, but there's nothing we can do… unless you immediately put on a dress and run around shouting 'I'm Not Crazy! My Mother Had Me Tested'!"

"O-Okay!" Horace did as he was told. Everyone else watched in startled confusion as their co-lackey ran out, and ran back in wearing a dress, and started shouting. "I'M NOT CRAZY, MY MOTHER HAD ME TESTED! I'M NOT CRAZY, MY MOTHER HAD ME TESTED!"

By this time, Robotnik was coming downstairs. "Is the machine almost-" he began to ask, when Horace ran by.

"I'M NOT CRAZY!"

The villain stood there, blinking. Horace ran by again.

"MY MOTHER HAD ME TESTED!" he then held up the cell phone. "Okay, how was that?"

"*snicker* A little louder… and run all around the apartment while you do it!" Derek answered, trying not to bust out laughing.

"Right!" Horace then shot up the stairs. "I'm not crazy! My mother had me tested…!"

Robotnik slowly turned to the other lackeys, who were just as confused as he was. "Alright, who put Red Bull in Horace's coffee, again?!" The evil genius demanded.

"No one, boss! I think someone's just prank-calling him," Jasper replied. "Got one myself not two minutes ago,"

"Oh, for crying out loud! You are supposed to be building a machine! We have to have this done by morning, we don't have TIME to take calls!"

Suddenly there came a ringtone of Lady Gaga's "Pokerface", sounding out through the air.

Robotnik quickly answered his phone. "Excuse me… Hello, Doctor Robotnik here,"

"Yes, this is the board of All Things Cranky, and we were just calling to tell you that you've won the 'World's Grumpiest Doorman Award'." Came Shawn's voice.

"Why, thank you, I do my- HEY, WAIT A MINUTE?! Who is this?!"

"Um, sorry, you have the wrong number, bye!" Shawn then hung up.

Robotnik glared at his phone, hanging up. "When I get my hands on whoever that was, I'm-"

"…not crazy, my mother had me tested!" shouted Horace's voice from upstairs.

"WOULD SOMEONE GO GET HORACE?!"

d~b

Upstairs, Shaggy, Pugsy, and Flip were hiding in a hallway closet. "Are you sure she won't find us in here?" Pugsy whispered.

"We're 12 stories ahead of her, and as far as I know, she's still looking for us on the roof," Shaggy replied, quietly.

"How long do you think she'll be after us?" Flip asked.

"Depends… how long would it take you to get over an explosion linked to an Easy-Bake oven?"

"Alright, pipe down! We have to be absolutely…" Pugsy began to whisper.

A ringtone of LMFAO's "I'm Sexy and I Know It" rang through the air at a high frequency… the sound coming from Pugsy's pocket.

The closet door flung open and Zippy stood there with a spiked-ball-and-chain! "AHA!" she shouted.

Shaggy and Flip glared at Pugsy. "You didn't put your cell-phone on SILENT?!" Flip questioned.

"It's hard to think of these things when you're running for your life!" Pugsy retorted.

"Go ahead and answer- it'll be the last call you'll receive, I'm sure." Zippy replied darkly.

Pugsy gulped and answered the phone. "…Death Row, Pugsy speaking,"

"Congratulations, sir! You've just won a million dollars and a trip to Miami! All you have to do is answer this question…" came Uncle Ted's voice.

"Ted, I can't talk right now, I'm about to die."

"Oh, really? Okay, I'll call another time. Bye!"

Pugsy hung up and pocketed his phone, then put on a blind-fold, while Shaggy and Flip hugged each other in fear.

Zippy prepared to lunge… but a ringtone of "Everything Is Awesome" (from The LEGO Movie), rang out of her pocket. "Whoops, hang on." She answered, taking out her phone and answering. "Make it quick, I'm in the middle of a mutilation here,"

"Yes, this is the EPA. We request that you start gargling mouthwash- your breath is smogging up the skies!" came Derek's voice.

"Really? I figured that was the cause of your gas."

"Hey, watch it! I'm the one making the prank calls, ZIP!"

"Oh, this isn't ZIP. This is the Hospital for the Mentally Ill. …Oh, by the way, Mr. Generic, you're due back."

"Oh yeah?! Well… see you there first!" Derek then hung up.

Zippy rolled her eyes. "Now where was-"

She looked, seeing that while she was giving Derek a taste of his own medicine, Shaggy, Pugsy and Flip escaped!

"Confound it!" she then ran off to hunt them down…

Passing by a flower-pot, where they popped their heads out. "Quick, to the elevator!" Pugsy whispered.

They ran to the elevator and the doors opened…

"I'M NOT CRAZY, MY MOTHER HAD ME TESTED!" Horace shouted, running out, still wearing a dress.

The trio blinked, but shook their heads and decided to save their skins first, then be confused later.

d~b

The author was sitting on the couch, writing the story, when his cell phone rang to the tune of "The Nyan Cat Song". He took it out and answered it. "Hello?"

"Hey, is this the author of Shaggy, Pugsy, and Flip, Season 2?" came Shawn's voice.

"Yes, why?"

"Just wanted to tell you… your sister's face could crack a sink!"

"What?! Why of all the nerve…! I'll have you know that only happened ONCE! …Oh, yeah, laugh it up! See if we'll put you in the next movie!" he then hung up.

The co-author walked in. "…Let me guess, you got a prank-call too?" he asked.

"Yeah, did you?"

"No… but I just saw Horace running around outside in a dress and shouting nonsense, so… we'd better bring an end to the gag before the neighbors start calling next,"

"I'm way ahead of ya!" The author then typed at his computer…

d~b

"That's weird… how could all the cell-phones' batteries die at the same time?!" Shawn questioned.

"Maybe we went over our minutes," Uncle Ted answered.

"Ah, I was getting bored anyway. Lets do something else!" Derek exclaimed.

"What else is there to do? We've done basically everything we could think of, and it's barely after eleven!"

Derek smirked, then held up a movie titled, The Slime II: Return of the Ooze. "Not EVERYTHING…"

~One Movie Viewing Later…~

Everyone stared at the screen, eyes wide with shock, as horror-movie clichés were heard: "It's got me! Oh the humanity! *gurgle blub* Someone call the army! Call the UN! Call my mommy! *gunfire and chainsaw noises* Nothing can stop it! AAAAUUUUUGGGGHHH! *slurp*"

"Well… that was… disturbing." Uncle Ted commented.

"Ah, I've seen worse," Derek scoffed, trying to keep cool.

"Oh yeah? I heard these movies were based on a true story," Shawn said, grinning eerily. "They say that The Slime still lurks, hiding out in basements and sewers, waiting to strike again!"

"Get real! If you think I'm going to fall for that load, you might as well check into an asylum!"

"Then… you wouldn't be scared to go down to the apartment's basement?"

"Pfft, heck no!"

"Okay, so do it! Go down to the basement and prove you're not scared."

"And to make sure you were down there, you have to bring back one of Robotnik's doohickeys as proof!" Uncle Ted added.

"Fine! You're on!"

They headed out and to the lobby.

d~b

"I got a call from the old lady on the 9th floor. Apparently Horace was heard running around in the hall," Jasper said as the lackeys headed to the elevator.

"Just hurry up and catch him! I have evil plans to fulfill!" Robotnik ordered as he followed them into the elevator, the doors shutting.

The second elevator's doors opened just then, as Derek, Uncle Ted, and Shawn walked out and toward the basement door. "Okay, Derek, go for it." Shawn coaxed with a smirk.

Derek looked down the basement stairs, seeing how dark it was. "Big deal. I've been down there before, there's nothing down there," he scoffed, walking down.

Shawn and Ted watched him go. "…Lets hide somewhere and scare him when he comes back!" Ted suggested with a snicker.

"You read my mind!" Shawn replied, giddily.

"Really? Neat!" Ted then pressed his fingers to his head and shut his eyes. "Okay, think of a number, and I'll try to guess it!"

Shawn merely shook his head.

d~b

Derek trudged down to the basement. "What a lame idea. Thinking that some slimy monster is living down in this dark, smelly basement." He scoffed, looking around. "So it's creepy, eerie, full of dangerous weapons Robotnik hordes, and… why don't I come down here more often?"

*thunk!*

Derek flinched. "What was that?"

*creeaaak*

"Shawn? Uncle Ted? Is that you?"

*clang*

*whisper whisper*

The teen gulped. "Easy, Derek… they're probably just trying to mess with you. Just stay butch. Stay butch. Stay…" he told himself, walking backwards…

Flip doing the same from the other direction, and they both bumped into each other.

"AAAUUUGH!"

"YIKES!" Flip screamed, and they shot off in different directions!

Derek screamed and slammed into a pile of boxes, which fell over and revealed Pugsy, who quickly shot off. Flip ran and knocked over a stack of lead pipes, one which landed on Shaggy's backside as he was ducked under a table, and the lanky young man shot out with a yelp, knocking over the table and making various chemicals spill and bubble!

"AUGH! THE SLIME! IT'S REAL!" Derek screamed, hearing the bubbling noises.

"GANGWAY!" Pugsy shouted, but tripped on one of the pipes and tumbled across the floor, bumping into Shaggy and Flip and they joined him in the roll, crashing into the machine and knocking it clean over into the spilled chemicals.

"Run!" Flip stammered, and they ran out.

"Out of my way!" Derek screamed, passing by them.

Back upstairs, Shawn and Uncle Ted were waiting around the corner. "I hear him! Get ready…" Shawn whispered.

"THE SLIME! IT'S DOWN THERE! RUN FOR YOUR LIVES!" Derek shot past them so fast, they didn't have time to jump out and scare him.

"Look out!/Coming through!/Scrammify!" Flip, Shaggy, and Pugsy all shouted as they passed by next… then immediately ran back down. "Yikes!/Help!/Mommy!"

Zippy ran down, chasing after them… looking like a Rambo knock-off. "Get back here and fight like men, you nimrods!" she shouted.

Shawn and Ted blinked… though heard the bubbling coming from downstairs, and shot up after Derek. "YEOW!" Shawn cried.

"WAIT FOR US, DEREK!" Ted called.

By this time, Robotnik, Jasper, Scratch, and Grounder came back down. "How could anyone lose sight of a middle-aged man in a dress shouting nonsense?!" Scratch questioned.

"Oh, forget it! Lets just finish the machine before something else goes wrong!" Robotnik replied as they entered the dark basement. "…And who turned off the lights?!"

He flicked them on… and they gasped at the mess that was caused, seeing the short-circuiting machine sparking over the chemicals!

"Oh no…"

*BOOM!*

Soon, the basement was one large charred mess. "…you know… I'm starting to see why no one stores there stuff down here…" Grounder groaned.

"Shaddup and get the mops, lunkhead…" Robotnik groaned before passing out.

d~b

Safe to say, after that scare, no one was willing to sleep that night, contest or not. From midnight to early dawn, they all sat on the couch, drinking energy drinks to stay awake. "S-So, w-w-what t-t-time i-is i-i-it?" Derek asked, still shaky.

"I don't know, I'm afraid to look out the window to see if the sun's up," Uncle Ted replied.

"Why not look at the clock?" Shawn asked.

"W-W-We b-blew a f-fuse w-w-when w-we p-p-plugged i-in s-s-several e-e-extra l-l-lights," Derek replied, gesturing to all the night-lights, lava-lamps, disco-balls, and Christmas-lights they plugged in around the room, all which were burned out.

"Oh… right…"

"I'll go ask the guys across the hall. They should be back by now," Uncle Ted said, walking over and opening the door.

In the hall stood Shaggy, Pugsy, and Flip… all with gray hair and beards.

Uncle Ted gawked. "GOOD GOLLY! How long have we've been awake?!" he stammered, then fainted in the doorway.

Shawn and Derek ran over, then looked at the trio. "What's up with the geezer-getups?" Derek scoffed.

"Zippy's still stalking us! She's been at it the whole night!" Shaggy answered.

"Yeah, but hopefully she won't recognize us in these disguises!" Flip added.

The camera zooms out, showing an old lady standing by them… throwing off the wig and holding up her cane, revealing to be Zippy. "Guess again, Chan!" Zippy shouted.

"Zoinks!" Shaggy yelped, leaping into Pugsy's arms.

"There's nowhere for you guys to run this time! Now I'm gonna…!" Zippy then slouched, yawning. "Ah, forget it… I'm too tired." She then walked back to her apartment.

Shaggy, Pugsy, and Flip stood there in shock, then passed out.

"Ha! What a bunch of- zzzzzz…." Derek began, though hit the ground in a series of snores.

Shawn K. looked at the audience, shrugged, then picked up his teddy-bear and pulled a shade over the cartoon, which showed his silhouette yawning and heading to bed behind the words, "The End."

d~b

A/N: Well, hope you guys enjoyed this episode! Please review, but-

Horace: *runs by* I'M NOT CRAZY, MY MOTHER HAD ME TESTED!

0_o Um… don't flame, and we'll be back with another episode, as soon as we catch Horace.