I truly apologize for the extreme delay in posting, long story short... life and graduate school happened. So, I have been super busy. Glad you guys are enjoying my fic! Thank you to all my reviewers including the ones for this story and my other Sly fics! Also, all first time readers: please stop reading Strangers Like Us... it will be replaced after this prequel is finished... that is the point of a rewrite after all!

Thanks again to Dragon and Sword Master for his betaing prowess!

Your hints for this chapter: There are 2 Easter Eggs in this chapter. They are both book references and to make it easier on you, they are both from the same book.

Also, please don't forget about my new poll! The top five villains are now:

1. Neyla

2. Panda King

3. Arpeggio

4. Dr. M

5. Clockwerk, Dimitri, General Tsao, and The Contessa are tied.

Dr. M has now jumped up to 4th! If you still do not see your favorite up here, vote!

Disclaimer: Sly Cooper and other related characters are formerly the property of Sucker Punch, inc. and currently the property of Sanzaru, Inc. except for Beatrice Montreal, Bryan Moliere, Desiree Mallery, Desiree Monroe, Nautica Macavity, Aubrey Lancaster, Ann Minaret, Armand Jaeger, Philip Dumont, and Claire Bennet which all belong to me. Carmen Fox, Carlos Diego Fox, Kitty Petro, and Ling Chu belong to Kitty Petro.

Season 1: "When Strangers Meet"

Arc 3: "Reaching Wonderland"

Episode 8:

Through the Looking Glass

Murray stirred slightly as the car started to slow down. He must have fallen asleep. He slowly sat up and his eyes widened as he watched the car drive underneath a stone archway. In front of them stretched a cobblestone road. The road ran through the middle of a huge square. The square was probably the thriving center of activity back in the village's heyday. But now, it was being used as a parking lot apparently. There were a few cars lined up along the eastern wall. Beatrice pulled up next to a red luxury car and turned off the engine. The hippo groaned as his limbs began to tighten in anticipation of his getting out and stretching. He sat up slowly and started to inch towards the door. But Beatrice's voice stopped his movements.

"Guys, remember you must refer to Sly by his real name. I don't think the hospital will cotton on to just who you are off the bat. They are just getting comfortable since the morning shift switch is taking place right now. So, let's not give them a reason to look too closely at us, ok?" she warned before stepping from the car. He groaned in relief when he was finally able to climb out of the vehicle. He stretched and sighed in relief when his joints and back popped. After retrieving the turtle's wheelchair from the trunk, he walked around to the front seat and helped the turtle get into it.

The three unlikely companions started walking towards a large stone building. It looked like it may have been the town's governmental building back in the day. But now it served as the complex's main hospital. The trio walked underneath an arched doorway and through a set of newly installed sliding doors. The inside was lit by energy efficient light bulbs while the hallway walls were a powder blue. The nurses and physicians' scrubs were various colors. Murray glanced around warily. "Well, at least the walls aren't white..." he thought heavily. The blond woman approached an elevator and pressed the up button. Murray watched half-heartedly as Bentley's eyes fretfully darted from one person to another as he tried to keep visual on everything that was happening in the room at once. Beatrice shook her head and motioned for the turtle to calm down. Bentley flushed and decided staring at the ground was a safer bet. After a moment, the elevator dinged and the doors slid open silently. Beatrice held the door open with her arm and allowed Murray to push Bentley inside and then followed them into the lift. The doors slid closed and Murray glanced around the stainless steel lift and briefly imagined that he was on the Enterprise and heading to the bridge, not to a hospital room. A few floors later, the doors at the back of the elevator opened and the trio stepped out.

Murray was secretly pleased to see that powder blue walls were a constant theme in the hospital's color palette. He followed the blonde woman through various hallways until they reached a set of heavy metal doors, there were big red and yellow stickers on it. The stickers held various warnings on them such as "Doors will open without warning!" and "No smoking". A metal plaque above it read: Janus Thickey Intensive Care Ward. Murray watched as Beatrice walked over to the nurse's station next to the doors and spoke to the bonobo sitting behind the glass. After a moment, the doors swung open without a sound. Murray heard Beatrice thank the primate before motioning for them to follow her. The hippo noticed that this section of the hospital was not as busy; there were only a few nurses and one or two doctors moving around. After a moment, Beatrice stopped in front of a door. Murray suddenly felt his heart leap into his chest as the bat reached out and pulled the latch to open the door. The bat stepped aside and allowed Bentley to enter the room. The bat's gray eyes bore into his for a moment, before Murray gathered his faltering courage and put one foot in front of the other.

His knees were shaking and his legs felt like lead as he moved forward. Each step took concentration and an insane amount of strength. He felt as if gravity had just increased or someone had strapped a bunch weights to his body. Slowly, but surely, he walked through the door. He nearly jumped through the roof as the door shut behind him, his strained nerves making him skittish. After taking a few moments to calm down, the hippo took in the sight of the room before him. The room was nothing like any hospital room he had ever seen, it was huge. There was a large window in the wall in front of him and underneath it was a table with some chairs. Murray looked to his right and saw a lounging chair, it was currently stretched out and being used as a bed by Bryan. The bat had been woken up by their entrance; he was currently sitting up as he wiped the sleep from his eyes. The hippo's eyes continued to scan the eastern wall and noticed a set of cabinets stacked on top of one another. There were four in total, two were on the bottom and two more were on top of them. The cabinets were made of wood and sported plain metal handles. Finally, the hippo's eyes reluctantly slid over to the other side of the room. There was only one thing on that side, a large plexiglass cube.

The glass ran from the ceiling all the way to the floor. Inside the cube, sat a hospital bed and various machines. The walls muffled the sounds the machines made, but every now and then a tone or a hum from the machines would pierce through the barrier before petering out again. It sounded like a softly playing radio, only throwing out an occasional noticeable note or verse before being drowned out by the white noise of the world around it. The bed was piled with white pillows and blankets, the incandescent lighting making them glow in an otherworldly manner. In midst of all this, lay Sly. He was dressed in a white hospital gown with dark blue spots. The raccoon had bandages on every visible part of his body it seemed like, especially around his head. But there was no visible blood or wounds. Actually, Sly looked cleaner, or well neater, than he had seen him in a long time. But, the raccoon also looked paler and thinner than Murray had ever seen him. One of Sly's arms was resting on top of the blanket. Murray could not help but marvel at how thin and drawn it looked. Sly had always been small compared to him, but now he looked like a stiff wind could blow him away. His face was thin and sunk in. His arms looked like they were nothing but skin and bones. His awful appearance along with the white linens made Sly look like a mummy... shriveled, frail, and brittle. Murray wondered vaguely if he touched the raccoon would the boy fall to pieces. Even as he raised his hand to attempt to touch his friend, the faux glass stopped him.

The hollow thud his hand made against the wall snapped the hippo from his morbid thoughts. Murray had not even realized that he had moved. His eyes had just fallen on his best friend locked inside that strange glowing contraption and the rest of the world just fell away. He had been pulled unconsciously to the cube like a moth to a flame, no like a fly to a bug zapper. His life was nowhere near as poetic as the notable moth's; his was grotesque yet unremarkably common, forgettable even. This blocked off area was shining brightly just like one of those lamps and even though it did not kill him on contact, it certainly brought him pain. His heart throbbed at the sight of his best friend bound to the bed in front of him. Murray vaguely heard Beatrice's voice as she explained something to Bentley. Murray suddenly remembered that there were other people here. He finally tore his gaze away from the bed and looked over at his other friend. The turtle had paused near the door, he was pale and frozen. His face was frozen in a mixture of disbelief and horror. Murray realized that Bentley had avoided thinking about what he would see until now and was now overwhelmed by what he saw. Murray could understand that. While the room and Sly had not looked exactly like he had seen them in his mind, in a lot of ways it wasn't as bad or simple as he had made things out to be in his mind. He had been mentally preparing for the worst, but apparently his turtle friend had not. He watched as Beatrice walked over and patted Bentley on the shoulder, before making her way over to him.

"Go see about our resident genius, Sly's not going anywhere," she said as she nudged the hippo towards the door. Murray did not say anything else but gamely headed over to where Bentley. Any conversation, pleasant or not, would be better than the silence suffocating the room…

Beatrice stared forlornly at the teenager in the bed. It had been two weeks, since she had spoken to Shaun. She could only watch as Shaun hovered on the edge of the grave. She rested her head on the plexiglass partition that allowed her to see to Shaun's room, but never enter. As she stared into the glass, another reflection came to stand beside hers. Dark hair and white fur told her that Bryan was beside her long before his arms wrapping around her shoulders did.

"How are the others?" She asked flatly.

"They are handling it as well as they can, I think," he softly replied.

"That could mean anything, Bryan," she chided.

"Well, Murray said something about wanting to pick Sly's brain," Bryan said after a moment, "of course, Bentley did not take the joke very well," he admitted.

"Of course he didn't," she murmured; her voice a mixture of mild amusement and annoyance.

"He tried to yell softly, but all he ended up doing was a somewhat passable imitation of Donald Duck," Bryan explained. A shocked chuckle escaped Beatrice's lips and she smiled thinly. The smile slowly slid off her face as her mood rapidly darkened again.

"What are we going to do, Bryan? The national insurance only covers so much and looking after Bentley and Murray along with our bills is sucking up most of our extra money. Spending so much of our time here at the hospital is taking away from our time at work. We can't afford to stretch this out much longer, "she said matter-of-factly. She felt Bryan squeezed her shoulders reassuringly.

"Belle, we all hate the idea of losing Shaun but, we can only do what we are able," said Bryan as he nuzzled her hair.

"I know, but it's just so hard. We can't just let him die, though, "growled the woman.

"I am not saying we should," he said, "I am saying that we have to recognize that there is a limit to what we can do for him,"

"But we aren't at that point yet! Maybe I can talk with Phil, he may know something that can help us," sighed Beatrice.

"Why would he?" asked Bryan. The blonde woman turned around and hugged the man as she answered,

"Phil is a part of Shaun's treatment team. He is kept aware of Shaun's condition and he will be responsible for his mental treatment if – when he recovers. Besides, he was the one who advocated for Shaun in the first place," The room door opened again and as if the previous conversation had summoned him, Phillip Dumont walked in.

"Good morning, everyone," he said. His grey eyes swept over each person in the room, although they lingered on Bentley and Murray for a moment. He then smiled and turned back to the bats.

"Good morning, Phil! How are you today?" asked Beatrice.

"I am well, but mildly intrigued by a recent change in events," he explained before casting a glance at the hippo and turtle talking over in the corner. Beatrice winced; she knew that Phil would put two and two together sooner rather than later. The wolf motioned towards the door with his head. "I was asked to give you a summary of some events that took place last night," he said. The bat nodded before walking over to Bentley Murray and informing them that she was stepping outside to speak with the doctor. She then followed Phil out the door. They walked in complete silence as they traversed many hallways. Finally they arrived at his office and he opened the door. He let her slip inside first, before following and closing the door behind him.

"So, what happened last night?" asked the bat as she sank into the chair. Phil walked around the desk and seated himself before answering,

"Someone attempted to breach our wards yesterday," he said solemnly. Beatrice sat straight up in a chair and gasped,

"What?"

"Yes, a mental probe was detected. But, our wards managed to deflect it," Phil explained.

"Oh, thank goodness. But other than that, Shaun is still the same as before?" asked the bat as she relaxed in the chair.

"As for Shaun, nothing else has changed, Beatrice," he said quietly. The bat watched Phil patiently as he tried to gather his thoughts. She had a feeling she knew what he was about to ask. The truth of the matter was she wasn't afraid of Phil finding out. The man was bound by a verbal and magical oath not to reveal anything he discovered directly or indirectly about his patients. According to the information given to her by the center, all the physicians, nurses, technicians, and any other miscellaneous staff members were held to the same oaths and agreements. So there was no danger in Phil knowing. But she did worry slightly that Phil might take offense to her not telling him from the start. But that was something they could talk about later.

"Oh, well, I guess I should be happy that it isn't any worse," sighed the blonde. Phil nodded noncommittally.

"That is one way of looking at it. But now the pleasantries are out of the way, I am curious about these new friends of yours. Or should I say friends of Shaun's?" He asked probingly.

"No, they are friends of mine, too," answered Beatrice matter-of-factly. Phil shook his head.

"I take it you know who they are and who Shaun must be, right?" asked the doctor as he leaned back in his chair with a sigh.

"Yes," Beatrice answered. The blonde watched the wolf's face as a change from pensive and slightly accusing to pitying.

"I did not realize that he was actually that young," said the wolf softly. Beatrice knew that Phil was speaking of Sly. Most people would have assumed that the master thief was older; most guesses would've landed between 20 and maybe 22. "But no, Sly Cooper was just barely legal," the bat thought to herself. When she thought about Shaun's situation that way, it made this whole nightmare that much more insidious. She felt the tears of frustration pierce the corners of her eyes. She shook her head wearily.

"It's not fair. All this… It's just not fair," she moaned. She wiped her tears away, huffing.

"Bea, it's okay to grieve and be angry for your friend, "said Phil soothingly. But at this point, the placating tone had become grating.

"I am not grieving!" She hissed, "I am furious! I am furious, because this isn't fair!" She insisted. Phil nodded without saying anything else. Beatrice realized that she was reaching a rather hysterical pitch, and pulled back. Choosing instead to sink deeper into the chair and stare at the grain of Phil's wooden desk.

"As for the matter at hand, they're not hurting anyone, and I can't disclose anything I find out about Shaun since it is not physically harming him or someone else. But this definitely complicates things," admitted the wolf. Beatrice gave the wolf a baleful look. But her eyes softened as Phil seemed to age before her eyes. He sighed softly and closed his eyes.

"Phil?" she finally called worriedly.

"Tell me, honestly, who hurt Shaun was it really this "Mister" person or someone else? Because, if it was someone else, we need to know! This other person could pose a threat to our other patients if we are not properly prepared!" pleaded the wolf. Beatrice understood Phil's position and that he was, in essence, sticking his neck out for them.

"It was the Contessa, she did it. I don't know all the details, but I know for a fact it was her," Beatrice said softly. She winced at Philip's distrustful stare.

"Are you sure? Because I remember it being reported that Sly Cooper and his gang had escaped Interpol's custody in route..." he accused. Beatrice felt her temper flare and she was not sure who she was angrier with at the moment, herself for not being honest from the start or Phil for questioning his faith in her over one lie.

"Yes, I am sure! After all, you of all people should know better than to trust everything that is reported, Dr. Dumont!" she fired back. Philip sighed. He held up a hand in placating manner.

"Peace Bea, I do believe you. It's just... it seems some things have come full circle..." he groaned. Beatrice felt her anger quickly become replaced by worry much to her annoyance, she had been stuck in this loop for that last two weeks it seemed; anger followed by worry over and over again.

"What do you mean?" she asked.

"My teacher, Katherine Sorrel... She only taught one other student..." he started to explain hesitantly.

"What does that have to do with Shaun?" the bat pressed. The wolf sighed.

"Ladislava Starosa otherwise known as 'The Contessa' was trained by and later betrayed my teacher," he admitted. Beatrice paled. "No wonder Shaun was in such a bad way..." she thought to herself.

"Well, that explains why Shaun has been having such a rough time then. The Contessa is a mind mage!" Beatrice gasped, giving a voice to her thoughts. Phil nodded shortly.

"It could explain some of it, but I think most of it was due to the post traumatic stress disorder. I can't make any other judgements until he wakes up," Phil answered diplomatically," but this does answer my question of who actually attacked the hospital," Beatrice nodded in agreement.

"But what should we do-" Beatrice started to ask before she was cut off by a frantic voice coming over the loud speaker,

"Dr. Dumont! You are needed in room 934! I repeat, Dr. Dumont... You are needed in 934! We have a Code Gold! I repeat we have a Code Gold!" Phil immediately shot to his feet and raced out the door. He barely heard Beatrice's call of,

"Phil, wait!"…

The wolf was completely absorbed in his own thinking. For the first time since he had entered that mage training almost two years ago now, he was completely unsure of himself. Five faces swam before his vision; two males and three females. All of them long gone, lost to the world at the tender ages of 11, 17, 15, 16, and 13. Each one of them he had attempted to help to save, but in the end their vices and disorders won. Little Leila died from a misguided attempt to lose weight via a dangerous fad diet, he could only watch as she faded away. Michael was killed during a high speed chase during a manic phase of his bi-polar disorder. Oliver's addiction did him in via a drug overdose. Sari's anger finally got the best of her leading to a fist fight that saw her neck broken. Finally, young Francis eventually committed suicide after being bullied for his- her gender identity for far too long. That one had hit Phil the hardest. She had been so vibrant and funny. She was also one of the most forgiving and compassionate people he had ever met. He had been attempting to get some type of guardianship over the child but to no avail. She was later found dead after overdosing on painkillers, ironically. It had taken the lupine four months to shake off her death and from then on he only worked with adults.

Shaun was about to severely test him. Unlike Beatrice, Phil had some idea of the horrors that Shaun must have faced at the hands of the former Interpol warden. If that was who had actually inflicted a lot of the damage done to the teenager. But he despite his wishes to the contrary, all the evidence was pointing to the Contessa being the culprit. He knew that the Contessa had recently escaped from prison. On top of that, she had a past confrontation with Shaun. Secondly, the hospital had never had an attack on its wards before. That is, until the near breach last night and the current one in progress. This woman, although he used the term loosely, was attempting to finish whatever she started with Shaun. What exactly did the thief have that she wanted? The physician could not even begin to imagine. But he could imagine the damage this woman was going to do this kid, if she managed to break through the wards around the building. After all, he had worked with several other doctors that were treating some of her former 'patients'. These people had suffered horrendous mental damage while under this woman's care, and they had been the lucky ones. The ones that weren't so lucky ended up incurably insane. The wolf pulled himself from his thoughts as he neared Shaun's room. He raced through the door and rushed right into chaos.

Two nurses and all of Shaun's friends minus Beatrice were huddled in various corners of the room. In the middle of the room, Shaun hovered slightly above his bed surround by a hazy blood red light. The mind mage winced as he felt a wave frigid magic sweep over him. This was definitely not a just breach; this was an all out attack. He was nearly knocked onto his knees when Beatrice barreled into his back. He heard the woman gasp in horror as she took in the sight before her. She immediately started to run to the raccoon's side, but the wolf held her back with one arm.

"No, Beatrice, it is too dangerous! You could get hurt! Let me do this," he instructed as he pushed the bat behind him again. It was a good thing he had stopped her, because a moment later, Shaun's body began to convulse and the light around his body began to grow brighter while oscillating between crimson and violet. Then suddenly the magic pulsed outwards like light from a dying star. It shattered the barrier around the bed sending the faux glass flying all over the room. All the room's occupants tried to find as much cover as they could. Phil immediately turned around shielded Beatrice from the flying shrapnel. Bryan was face down on the floor covering his face with his wings. The hippo was practically wrapped around the turtle as he tried to shield his friend. The two nurses were hiding behind an upturned table. Philip released his hold on Beatrice and turned back to the bed. The teen was still floating above the bed. The wolf decided to act quickly, while things were sort of calmer. He moved to now exposed bed side and wrapped his arms around the raccoon's abdomen. The wolf pulled the teen towards him, before sitting on the bed. He pulled the teen onto his lap, before placing his fingers on Shaun's temples. He hissed and shivered as the dark magic burned his finger tips, but he did not pull back. He closed his eyes and then took a deep breath as his magic began to flow down his arms and into his fingers. His own magic began to warm his fingers as it traveled through them and into Shaun. After a moment, Phil felt a pull in his navel, followed by a free falling sensation. He seemed to tumble over and over into darkness. Then he was suddenly blinded by a bright flash of light.

The ebony wolf was now falling through a tunnel of silver light. This was nothing new to the wolf, although the ride was rougher than usual. Finally, the tunnel opened up and wolf tumbled out. He came out about 3 feet from the ground. He tucked his body and rolled, he was still winded when he hit the ground but he did not get hurt. He stumbled to his feet. The sky was cloudy and dark. The clouds were rumbling in discontent and the wind was howling. He quickly scanned the area around him trying to locate where the fight could be taking place. Suddenly, the wolf's nose was filled with the smell of ashes and burning wood. He followed his nose and found the burning remains of some trees and fallen branches, on the other side stood a damaged fortress with smoke billowing from its interior. The wolf leapt over the smoldering boreal fodder and made his way to the building. Phil was stopped in his tracks when a giant black leg slammed into the ground a few centimeters in front him, he cried out before stumbling backwards. He looked up and gaped as his eyes took in the sight of a giant Contessa destroying the forest nearby.

"Come out, come out, little insect..." she taunted. Her voice was deep and dripping with malice. It sent a chill down Phil's spine. He had seen the after effects of misused mind magic before. However, now, he was witnessing first hand exactly how much damage could be done by a well trained mind mage. Katherine, as his teacher liked to be called, used to say the mind mages were the most dangerous type of mage. Phil used to believe that she was just a little biased. But, he knew better now. He shook himself out of his stupor and continued to race through the trees as he began looking for Shaun. He had initially intended to confront the woman and run her out of the teen's mind. But, he was going to have to change gears and fast. If the boy died here, it would be all over for his recovery. He would be a vegetable, if not brain dead. So, his main goal now, was to find the kid and protect him, and then he could work on getting rid of the abusive arachnid.

Phil dodged another leg and narrowly avoided being crushed by a tree that same appendage had knocked down. Phil was doing his best to follow the giant's path closely enough to get to Shaun before she did, but not too closely that he got crushed by her limbs. Just when he thought he was never going to locate the raccoon, a solid obstacle slammed into him as he tried to avoid another one of the Contessa's limbs. Phil rolled over and over until he landed on his back. Then he felt cold metal press against his throat. He looked up to find a raccoon with hard light brown eyes glaring at him. He was dressed in a blue sweater, blue cap, and a pair of grey pants. Phil was sure the tip of a C-shaped cane head was underneath his chin.

"Shaun, I presume?" he asked rhetorically. The raccoon's eyes narrowed furthered. Phil's eyes involuntarily wandered past the raccoon to watch as the giant arachnid continued to deeper into the forest looking for the raccoon. Phil looked back at Sly. The raccoon looked as if he was still trying to decide what to do with him.

"Not exactly," he replied tersely after a moment.

"Not exactly?" the wolf repeated slowly. The raccoon just rolled his eyes.

"Look, I prefer you call me Sly, alright. And given that you know my name and I don't know yours, I am afraid you have me at a disadvantage," the raccoon said blithely. But Phil could hear the threat and command beneath the seemingly innocuous words. Phil decided to be blunt with the raccoon.

"I am Dr. Philip Dumont. I am a psychiatrist and a mind mage, as you have probably guessed," Phil answered swiftly, "I am simply here to help,"

"Why? I certainly did not ask for it," the raccoon said, his tone icy.

"I know, your friend Beatrice came to me for help before you fell ill," he said, hoping that the raccoon might relax a little at hearing a familiar name. Although, the wolf was also aware that it could easily make the thief more suspicious. Suddenly, the heavy thud of another tree captured the thief's attention. The thief paled and rushed after the rampaging spider. Phil immediately climbed to his feet and followed, confused as to why Sly was heading towards the danger instead of away from it. "You do realize that we are headed towards the person that is trying to harm you?"

"You do realize that you do not necessarily have to be following me?" Sly retorted sarcastically. Phil smirked. He could only imagine what the kid was like at full strength.

"I know that. But I took an oath as a doctor and a healer that I would help my patients to the fullest extent of my abilities. Right now, since you are bound and determined to confront the woman that is intent on turning you into a vegetable, I am going to at least try to help you," Phil replied breathlessly.

"I would rather not face her if I did not have to, but there is some—thing else that I need to protect from her," Sly replied.

"Are there more of your memories hidden in the woods?" asked the wolf urgently. The raccoon looked at him.

"That is none of your business, Doc," he threw out as he scampered up a nearby tree and started traversing the branches. Phil was impressed by Sly's skill, but he could not afford to get completely side tracked. If the raccoon was hiding something important in these woods, then Ms. Starosa needed to be redirected quickly. He stopped and gathered his mental magic into his hands. His magic was much stronger once he was in someone's mind. He could use a variety of different magic types that he was not able to do in real life. After all, once in the mental state, if one could dream it, one could achieve it. Phil quickly created a concentrated ball of silver magic that he tossed directly at the woman's rather large abdomen. She roared in pain and whirled around looking for the source of the attack. Phil wasted no time, before creating another projectile and nailing her in the face with it. One she recovered, she glared down at Philip in fury.

"Who dares to attack me? The greatest Mind Mage to ever exist?" she bellowed. The onyx lupine made a show of rolling his eyes, before shouting,

"Someone who has dealt with far bigger narcissists than you, woman," She growled at the insult and went to take a swipe at the wolf. The doctor's martial arts hobby and his own natural agility came into play as he neatly avoided it. Also, it did not hurt that compared to her massive pinchers, he was tiny. Phil took advantage of the closer target and tossed another bolt at her face. She screeched again and stumbled backwards.

The wolf knew he was getting by mostly on luck at the moment. The spider had been convinced that she was undefeatable now that she had gotten into deepest recesses of Sly's mind. Her overconfidence was causing her to underestimate him. He was certain that at this point the Contessa was starting to realize that she was not dealing with an amateur mage. She was going to start treating him as a very real threat, and Phil was going to lose his advantage. Phil hid behind a tree as he tried to think of a plan to get rid of the former warden before she could do any more damage to Shaun's mind. The biggest problem was obviously her size. He could hold his own against her, if she were not so large. All his attacks would do was irritate her further. He knew she had to be cheating somehow to maintain that form for so long.

The amount of magic a mage possessed was limited by the person's carrying capacity or what was commonly called their core capacity. A mage's core was a highly concentrated area of purely magic producing cells, almost like a magic muscle. And just like physical muscles, once the amount of magic being used outweighed the magic being produced, the "spell" or attack being used would falter and eventually stop working. Or sometimes magic production would be ramped up by draining nutrients and glucose from the body; which could lead to injuries, exhaustion, and even death. The bigger the attack or spell, the more magic it required to work. Given that the woman's astral projection had to be nearly ten to twenty times her height and weight, she had to be burning through her magic like fire through paper.

Phil took a deep breath and opened his "third eye". A mage's "third eye" allowed them to "see" the magic around them. He nearly collapsed where he stood. Beatrice had not been kidding; Shaun had a ton of magic, so much so, that the wolf had to shut his third eye slightly so that he was not overwhelmed by all the magic around him. Once the light's intensity and his headache died down, Phil scanned the area around him. Strangely, all of Shaun's magic was pushing and pulling in different directions. The question was why? He noticed that it was pulsing oddly, like a wave crashing into a beach before it was pulled back out to sea. Maybe it was trying to fight the Contessa off? The wolf peered from around the tree and gaped. The Contessa's own crimson energy, most of it appearing to originate from her own "third-eye" on her forehead, coalesced around her body in the shape of serpentine tentacles. But that was not the most shocking thing. However, what she was doing with Shaun's magic was.

Some of the "tentacles" around her legs were burrowing into the ground as she stomped around. He could only watch as they seemed to drain Shaun's blue energy from the ground itself. She was draining the teen's magic to strengthen her projection! She could basically continue wreaking havoc on Shaun's mind without ever draining herself. Phil growled to himself. This was going to be harder than he thought. He would have to find some way to break her connection with the raccoon's magic, first. Then once he disrupted the magic flow, she wouldn't have enough magic to maintain her grandiose projection. In theory, she would shrink back down and then he could take her on in a fairer fight. Then he could expel her. But the major hang up was he was going to need Sly's help to do it and at the moment, the raccoon was not in the mood to play nice. Unfortunately, time was of the essence, so he would just have to deal with him for now. Phil knew that Sly was still in the area, no doubt watching the recent exchange between two of them. Phil reached out to the raccoon mentally and sent him a message.

"Look, I know you have no reason to trust me. But if you want to get rid of her, we are going to have to work together. Neither one of us can stop her on our own. The longer this fight goes on the worse it is going to be for you! She is draining you dry!" he warned. Phil felt the raccoon's shock. Phil was certain that the raccoon did not communicate telepathically very often, very few people did. But the shock was quick replaced by distrust.

"You are right, I don't trust you! I learned my lesson about trusting people the last time around!" Sly snarled back. Phil sighed. He was about to answer Sly's charge when a roar drew his attention back to the other side of his hiding place. The Contessa was now imitating a blow torch as she shot jets of fire from her mouth. She was attempting to burn the foliage around her down.

"Ok, look, you don't trust me... I get it! I understand, but at the moment, we have a common enemy in this harridan! If she is not stopped, you will not have a mind left to protect from me!" he pressed. He did not get a response from the raccoon; Phil was hoping to that the raccoon was not hurt or dead. Suddenly, there was a roar of thunder from above followed by a deluge of rain. Phil gasped. It was like having a bucket of cold water poured on his head. He quickly created a shield out of his magic and used it to keep the rain out. He felt the magic permeating the water and grinned wryly. "You could have warned me that you were about to flood the place," he joked.

"Where would the fun in that be?" Sly replied amusedly. They were still only communicating by telepathy; he still could not see the raccoon. But he could still see the Contessa; she was drenched. Her clothing was stuck to her and her hair was glued to her face. Her face was marred by a look of frustration and wrath. She could not create any more fire, the rain was too heavy. Phil knew they had to strike now, while they had an opening. But getting the paranoid raccoon to work with him was the hard part. Maybe he did not need to necessarily get the boy to trust him. Obviously he was quite capable was of using his own magic and mind. Maybe he just needed to probe him in the right direction.

"So, back to the matter at hand, she is draining you. That is why she is so big, you have to cut her off," he said.

"I can feel the drain! I know she is!" the thief shot back.

"Then let me help, or at least listen to my advice! I am trained to heal people mentally with my magic. I can help," Phil insisted. There was silence for a few moments before Sly finally growled out,

"Fine. You tell me how to take her down and I'll do it. You don't do anything else," Phil nodded quickly as he agreed to the raccoon's terms.

"Ok, I don't know how deep in your mind these things are. Unfortunately, if they are buried too deeply some damage to your magical pathways may be unavoidable during the disconnection," Phil said apologetically.

"I figured as much; just keep going, doc," said Sly impatiently.

"Can you see our magic?" he asked as he kept a steady eye on the convict.

"Yes, I can. I can use mage sight," Sly answered.

"Basically, you are going to have to destroy these leeches by blowing them up from the inside with your magic," Phil managed to say as he leapt away from the Contessa's sudden attack that reduced the tree he was hiding behind to splinters. The wolf tried to finish instructing Sly on how to break the connection, but his words were being cut off as the spider continued to attack him. Eventually his multitasking caught up to him, Phil tripped over a large fallen branch. The Contessa was standing over him before he could fully turn over. But Phil was nowhere near ready to roll over and give up. The thought of the kid being left alone to suffer under this heartless spider a second time made Phil's blood boil and kept the fighting spirit within him burning fiercely. He looked behind himself, and saw a fallen tree. He concentrated on it. He felt his magic rush through him and reach out to the tree. He then used his telekinesis to throw it at the woman. She shrieked in surprised as she was knocked onto her butt. He then quickly stumbled to his feet.

He recalled a holding technique that Katherine had taught him. He imagined his magic flowing from his fingertips like thread and he directed them to bind the Contessa by wrapping around her hands and binding them to her body. The silver magic wrapped around the woman just as he directed. He pulled the magic tight and smirked as the onyx haired woman fought to free herself from his bindings. He did not have much time. Phil's magic reserves were quickly being drained by the spell. He was barely managing to overpower the combination of the Contessa's and Sly's magic. He was not going to be able to maintain this for long. Phil almost dropped the spell when a shift in Sly's magic distracted him. Sly's magic began moving towards the Contessa. "He must have pieced together what to do!" thought Phil excitedly. The lupine tightened his hold on the bindings, pouring as much of his magic as he dared into holding the spider still and give Sly more time to work. He stifled a groan as the strain on his arms increased and a throbbing pain began to develop behind his eyes. Then everything seemed to speed up as the Contessa's glowing red eyes suddenly began glowing with a familiar blue light. The familiar blue light crept down from her eyes and seemed to replace her own red aura all over body. Then there was a terrific explosion of light and power. Phil screamed in pain as he felt his bindings disintegrate under the onslaught of magic.

Philip flew backwards from the force of the explosion and landed a few feet away. He groaned as he rolled on to his side. He lay on the ground for a moment as he tried to catch his breath. He was down to his last bit of magic. He could tell, because his projection was beginning to fade. He was cycling between an opaque and a semi-transparent projection. He would continue to do this until he stopped cycling and then he would fade away entirely. Then he would be forced back into his own mind. On top of that he was aching and tired. The ebony wolf pushed himself to his knees. He took a deep breath and slowly stood back up. He gawked in awe of the damage in front of him. Several smaller trees had been uprooted or broken, while some of the bigger ones were only partially uprooted or damaged. There was a large crater where the Contessa had been. Phil gingerly shambled closer to the gap and looked into it. The spider was struggling to get to all six of her feet. But she had been brought back down to her proper size. Her dress was torn in places and frayed at the ends of her train and skirt. One gloves was missing it's bottom half, leaving her hand exposed. Unfortunately, despite her obvious injuries her projection was still pretty solid. Phil took his eyes off his floundering opponent to see if he could locate Sly. He scanned the trees to see if the raccoon was still around. The trees were empty. The wolf began to panic slightly as he continued searching the area for a hint of blue anywhere. Unfortunately, there was none to be found anywhere. Had the backlash of the explosion hurt him, too? But his search for the raccoon was cut short, by a scuffling sound coming from behind him.

The disheveled arachnid was trying to pull herself out of the crater. Phil was readied himself to attack her again. But he was never given the chance, because just then thunder roared overhead. Phil's head immediately swiveled to look up at the still weeping sky. At least, it was not coming down in sheets anymore and he could actually see. He was worried about the thunder, as the old saying went, "Where there is thunder, there is also lightning." Then Phil's hackles stood on end as a large fork of lightning lit up the sky. He wondered if Sly was causing this or if this was a larger symptom of the damage done to his mind. His worry grew as the number of lightning strikes increased. There weren't any more than a few seconds between strikes and the thunder sounded like an uncoordinated chorus of cymbals and gongs. Suddenly, three different forks of lightning flashed at the same time. Their ends coalesced into one giant bolt before streaking towards the ground. Phil noticed its trajectory and tried to move out of its way. It barely brushed past the wolf. The heat it generated as it passed made his fur stand on end. A shiver went down his spine when a blood curdling scream was heard, before being drowned out by the thunder. Phil looked to his right, and froze in horror as he watched the spider get electrocuted. It was over in the blink of an eye. Phil almost gagged at the smell of burning flesh. The woman had collapse onto the edges of the indention and stayed there. Then after a few moments, the woman's visage slowly faded away. She was gone, for now at least. Phil decided it was time to head back, before he was thrown out or worse. He would have to make another trip when he was back at full strength and hope for the best in the meantime. He felt for the connection back to his own mind. Once he found it, he simply turned on the spot and began walking away. A thin fissure opened up in front of him and he entered it.

Once again, Phil found himself inside the same tunnel of light. But instead of there being a bright flash of light as before, the tunnel ended abruptly in darkness. Phil felt as if he were floating in darkness for a long moment. Then his awareness expanded until the wolf was aware of his full body again and only then did he open his eyes. He winced as the bright lights of the hospital room entered them. He blinked rapidly until his eyes readjusted to the change in light. For a moment, he could see that everyone was still in the same place. They were all staring at him in varying degrees of fear, hope, and curiosity. Phil did not say anything at first, because he realized that he was in far worse shape in reality than he was in Sly's mind. His entire body felt heavy and every part of him throbbed in pain. The thought of speaking seemed like a herculean task. His head was swimming and the world around him seemed detached, unreal. However, the sharp agony in his stiff fingers reassured him that he was indeed back in the real world. He slowly pulled his hands away from the teen's head with a hiss.

That simple movement seemed to sap that last of the lupine's strength. He felt himself sway precariously, as the world began to grow fuzzy in his vision. He could see Beatrice's and one of the nurse's mouths moving, but they made no sound. His vision started to fade to black as he finally tilted too far to one side. He felt himself fall and was sure he was going to hit the hard floor. But he his descent was ended abruptly when he came in contact with something firm but yielding. The jolt was enough to bring him out of his stupor. He looked up into the face of the hippo. He had heard his name on the news once, but in his barely conscious state he could not recall it. He was barely keeping himself conscious long enough to communicate that the attack was over. Phil's mind was flailing about trying to grasp onto some semblance of consciousness or coherency. Finally, he grabbed onto to a sliver of sheer will and clung to it like a life-preserver. He worked his jaw stubbornly as he fought to say the words he needed to say.

"He…is gone," he groaned out. The hippo's face seemed to twist. The wolf was not sure if it was from pain or his own rolling eyes. So, he tried again, "She… go-" But the last of his will and strength faded. He was helpless as his exhaustion dragged him under. Phil took in one final breath, before his vision faded to black…

Whew! Ok, I am done! I am really sorry it took this long. Again, life got in the way! But half of chapter 10 is written, so hopefully it will be posted soon! Remember to review, leave your Easter Egg guesses, and vote in the poll. I will be taking that down soon! Thanks for reading!