(A/N: An update! Gasp! Sorry that took so long …

Oh my god, my reviewers, you guys rock my world! You can still guess on the remaining ghosts after this chapter .. so far no one's been close! This chappie is really, really long, and should be pretty serious. Enjoy luvvies!)

Chapter Three: How Do You Leave the Past Behind?

Benny's eyelids fluttered open at the stroke of midnight. Roger's parting shot came rushing back to him: You're in for a hell of a night! He laid there, barely daring to breathe, listening to his apartment for the slightest hint of ghostly presence. The only thing that seemed out of place was a quiet, rhythmic tapping, coming from the direction of his bedroom.

Benny groaned as he lifted himself off the floor. I am was officially too old for all this excitement, he thought bitterly as he began to creep toward his bedroom.

The heavy wooden door to his room was slightly ajar. A thin ribbon of light, like the solitary thread of a spider web, shot into the darkness of the hallway. The tapping was growing increasingly louder with each step he took; Benny could also hear a muted humming. Swallowing the fear that had risen in his throat, Benny cautiously pressed his eye to slot … and gasped.

Angel Dumott Schunard (A/N: yay!) was perched on the edge of his bed, drumming softly on her pickle tub while humming a little tune. Decked out in all her Santa dress glory, the drag queen looked just as alive as she did all those years ago, on that fateful Christmas Eve. Suddenly, she looked up, straight at the door.

"Hey sugar!" she chirped, setting aside the tub and bounding toward the door, "C'mon in- I wanna get a good look at you!

Angel flung the door open, beaming at him. Benny blinked up at her in the sudden light. The next thing he knew, he was being hauled to his feet and enveloped in a big bear hug.

"Ack! Angel … can't … breathe …"

Angel giggled. "Sorry honey, its just fabulous to see your gorgeous face again! Though, I must say," she added, "that you really haven't been taking good care of yourself. I mean, when was the last time you washed that shirt?"

"Hey … I wash my clothes," Benny mumbled defensively. I am arguing with a dead drag queen over whether or not I wash my clothes. Wow …

"Ri-i-i-i-ight." Angel leapt to her feet, tugging at his arm. "Well, time's a-wasting, and we have a lot to get through tonight. I'm the Ghost of Christmas Past, baby, and you sure have a hell of a past! C'mon, let's get you set." She dragged him toward the window. Benny froze.

"Angel … I can't fly," he told her, eyeing the window apprehensively. A part of him was laughing cynically at his last sentence. Well, no shit you can't fly. No one can fly. Oh, except the random ghosts of your AIDS infected ex-friends who keep popping up. Can't forget about them, can we?

Angel merely laughed. "Oh, I can take care of that. Don't you worry your cute little shiny bald head about it," she said as she pulled her sticks from the pickle tub. "Now, hold on to this, sugar, and away we go!"

And then they were in the air, soaring through the murky black skies of Manhattan. Tears stung Benny's eyes as the icy air whipped around him. The glittery Manhattan skyline winked and twinkled up at him. He could barely make out the fuzzy red figure that was Angel in front of him.

"First stop: your dorm at Brown!" he heard Angel call faintly over the rushing wind. In an instant, he was standing on the ugly maroon carpet of his old dorm room. The beds were messy and unkempt; there were clothes strewn everywhere. The walls were covered with tattered posters and clippings from "The Village Voice." Snow was piling on the dirty window frame. Benny felt a fond grin spread slowly across his face as he noticed a younger version of himself sitting in the room. This Benny had hair (albeit, it was buzz cut, but hey, hair is hair!) and a goatee somewhat similar to that of Collins. He was stretched out on his bed, buried in a book: 10 Steps to A Better You! By Karessa Johnson.

Angel giggled. "Aw, you look cute with hair, babe."

"Um, thanks," Benny said uncertainly. The smile felt odd, out of place on his face. He was so used to the perpetual frown.

"You were always eager to please. Look at you, trying to make yourself better than you already are. As if getting into Brown wasn't good enough. Enough was never good enough, was it, honey?" Angel pried gently.

Benny sighed, the smile gone. "I guess not."

"Well, all that's about to change," Angel smirked at him. Out of the blue, the door to the dorm banged open with a sudden CRASH. The younger Benny gave a start, and hastily stowed his book under a pile of papers. Angel suppressed a loud snort.

"I am so fucking SICK of this!"

A younger Mark Cohen stalked into the room, throwing his bag down on one of the beds. Benny was shocked at how different he looked. This Mark's hair was exceptionally blonder, with the absence of grey hairs. He did not have the worry lines that the old Mark had, or the dull, flat look in his eye. Benny felt a wave of sadness wash over him as he came to the realization that Mark was still very young; he shouldn't look nearly as old as he did. The agony of life in Alphabet City had changed him.

"Sugar … pay attention!" Angel hissed at him. Benny jumped, jolted from his depressing train of thought, and hastily focused his attention on the drama unfolding before him.

" – and everyone here has giant sticks up their asses! I mean, would it kill them to be creative, for once in their little hardwired minds? What is so fucking hard about thinking outside the box?" Mark was ranting, pacing the room, not even caring if Benny was listening or not. However, Benny was listening- with an odd mixture of horror, admiration, and sympathy, the younger Benny sat at rapt attention, drinking in every one of Mark's furious words.

Mark abruptly stopped pacing. He looked Benny straight in the eye, and uttered the two words that would alter the course of both their lives forever: "I'm leaving."

"You're … what?"

"I'm leaving," Mark repeated, almost wonderingly. He laughed suddenly. "Hell, that feels good to say. I'm finally leaving, Benny. I don't wanna be a fucking lawyer. I wanna be a director, Benny, and I'm sure as hell gonna do it before its too late," he explained as he began to grab clothes off the floor and stuff them into his book bag.

The young Benny scrambled off the bed. "But, Mark … you can't leave. You worked so hard to get here, you can't just … where the hell will you go?"

Mark paused to think. "I'll call my old friend from High School," he said firmly, "I know Roger's living in New York City somewhere – I'll live with him."

The younger version of Benny sat heavily on his bed. The old Benny watched his younger self struggle with the raging internal battle. He could practically hear his thoughts: Take a chance, Benny. You know you don't want to be a lawyer; you want to be an artist. Mark's your only friend… you have to stay with him. His cowed, logical side would protest weakly: But I can't disappoint my family! They want me to do this, and I can't just abandon everything I've strived for! The rebel in him would fight back: Yes, you can. Mark is. You only strived for it because your father wanted you too. You know what you want, Benny. Follow your heart, for once in you fucking life. There was no point in narrating this to himself, really; he already knew who would win.

"I'm coming with you."

Mark looked up, shocked. "W-what?" he stuttered.

"I'm coming with you." The young Benny leaped up, pacing the room like Mark had. "I fucking hate this, Mark! Don't you get it? I can't do this anymore. I never wanted any of this. All I ever wanted was to be able to draw, to sketch, to paint, and I'm stuck at a fucking law school! I'm coming with you, 'cause if I don't go now, I never will."

Mark blinked at this sudden outburst. Then, a gigantic grin spread over slowly over his pale face. "Benny … you are the best friend ever, man! Me and you … we are going to fucking rock! New York City, here we come!" He enveloped Benny in a tight bear hug. Laughing, young Benny returned the hug.

Benny felt a pit settle in his stomach as Mark and his younger counterpart immersed themselves in plans for escape. Angel threw Benny a furtive glance. "You okay, honey?"

Benny sighed. "Yeah - its just - we were so excited and sure we were going to succeed and all …"

Angel pursed her lips. "Is that all? You're not … oh, I don't know … guilty or something?"

Benny looked up at her, surprised. "No, why would I be guilty?" he asked, honestly confused.

"Ahem … and I quote: 'Benny, you are the best friend ever, man!' And quote."

"Oh." The pit in Benny's stomach grew heavier. This man, who he had once referred to as his 'best friend', now worked for him, and was forced to call him Mr. Coffin. What had happened?

You grew up, a nasty little voice inside him hissed, that's what happened. You finally woke up and smelled the roses.

Angel grabbing his arm jerked him from his train of thought. "C'mon, chico, next stop!"

"Wait – whoa!"

The floor beneath them fell out. They were falling, spiraling through nothing and everything at once. Benny was spinning through darkness, drowning in the overwhelming black …

And then he was on his feet again, in once piece, if not a little worse for wear mentally.

They were deep in the jungle that was Alphabet City. Benny hadn't realized how much he missed it until he was standing there: right in the alley next to the loft. Benny breathed in the heady mix of piss, pot and smog that smothered the air as he gazed around at the damp, graffiti-ridden walls. Huddled in a corner, he saw a small, dark figure sobbing, lamplight bouncing off her cinnamon skin. With a jolt, Benny realized what was going on.

"Oh no … no, you can't show me this," he said hoarsely, his voice shaking only slightly.

"Sorry, honey, but you have no choice," Angel told him sadly as the younger Benny tentatively crept down the alleyway.

"Hello?" the young Benny called. His eyes widened as he saw the dark figure. "Oh my gosh," he gasped as he rushed toward her, "Are you alright?" (A/N: Hehe … Benny saying "oh my gosh" makes me laugh .. XD)

Young Benny pulled the person to her feet. The waifish figure of Mimi Marquez unfolded before him, her hair streaming down her torn clothes, her makeup smeared and muddy on her perfect face.

"Yeah …" Mimi replied, her voice thick. "Yeah … I'll be okay. Stupid dealer …" she muttered, straightening her clothes and sweeping her hair over her shoulder. She noticed Benny standing there awkwardly and flashed him a bright smile.

"I'm Mimi." She held out her hand.

"Benny." He gave it a single pump. There was an uncomfortable silence, which Benny ended with a clear of his throat.

"Listen, you look like you're in pretty bad shape. Why don't you come back to my place? I could … fix you… or something," he asked timidly. Mimi let out a tinkling laugh. The older Benny felt a shiver go up his spine. He had nightmares about that laugh: it was the carefree call of an eagle in the sky, the rustling of leaves from a lazy summer breeze, the lapping of waves on a distant shore. It was so beautiful, so blithe.

"That would be greatly appreciated," Mimi smiled at him. Then, she sobered up. "Thanks," she added, sincerity ringing in her tone.

Benny laughed nervously. "No problem," he said. As he led her away by the elbow, Angel and the older Benny could hear the unforgettable line: "You know, you look familiar …"

And then there was silence. Benny stood there in the dank alley, shaking. She was there. She was right there in front of him, so close, so alive. Gone were her pale, chapped lips, her wan face, her lank hair. Her eyes sparkled and danced, her heart beat a tattoo against her chest, her limbs moved as sensually as they always did. There she was, living and breathing and laughing and loving: his beautiful Mimi.

"You loved her," Angel said quietly. It wasn't a question, it was a statement.

"Yes," Benny answered in monotone. There was no point in denying it.

"And she left you," Angel stated.

Benny squeezed his eyes shut, trying to block out the raw truth of her words. "Yes," he whispered. "Because I was married. To Allison."

Angel let out a sigh. "Well, I hate to say this, sugar, but that was a man-whorey thing to do."

Benny swallowed the growing lump in his throat. "I know. I didn't want to ruin my success I had gained. So I stayed with Allison, and loved with Mimi."

"You can't get everything you want, honey."

"I've noticed."

Angel let Benny stew for a few moments before clutching his arm again. "Okay, next!" she trilled, yanking him into the pressing, groping darkness …

They landed abruptly, blinking in the sudden light. "And I'm sure you recognize this!" Angel yelled over the noise, grinning.

Benny let a smile grace his worn features. It was the fateful Christmas at the Life Café, during which the bohos danced on the tables and showed Mr. Grey exactly who was boss. He looked up at the table just in time to see Mark smirk and say: "Mucho Masturbation."

He heard a frustrated sigh from behind him. Turning, Benny noticed the younger Benny, bowing his head in shame at the antics of his old friend. Despite himself, Benny grinned. Take that, younger self!

"They buried me in that skirt," Angel commented casually. Benny nodded, and then let the reality of her words crash down on him.

They had buried her in that skirt. Angel was dead. She was never coming back. All the people dancing on the tables – gone. Here they looked so happy and free, satisfied with flipping of the yuppie scum. Benny realized that now was the last time he see these people living, truly living – and took it all in.

Roger, his wild curls flying behind him. Collins, his beanie slipping off his head. Mimi, laughing as she flipped of Mr. Grey with Mark. Angel, her wig sticking out at odd angles. Benny felt that resilient lump rise in his throat again. How could a mere few years change these obscene rebels into pale, broken corpses?

"Remember how much you wanted to join them? To just jump up onto that table and flip off your father-in-law?" Angel pried.

"Um … yeah." He did remember. It was so hard – La Vie Boheme was such a horrible temptation. He remembered how much he wanted to leap up there and never look back – to spend the rest of his life in the sordid little village where everyone felt with such startling passion. Yet, he had stayed in his chair, pretending to be annoyed with his ex-friends, toeing the line.

"I didn't –"

"Want to ruin your success. Yeah, I know," Angel cut him off. There was a coarse edge in her voice, a biting sarcasm, almost a raw anger. It marred her usually dulcet tones, making Benny cringe.

"Last one, Benny. Then, it's his turn." Angel grinned and tossed a casual wink at the ceiling as they were enveloped in the crushing dark for the third time. Benny wanted to struggle against it. I don't want to leave them yet! Can't you see they're alive? I need to engrave that in my memory forever!

Alas, his feeble protests were to no avail. He landed in his office, of all places. Looking back, Benny saw his slightly younger self seated at the desk, impatiently flipping through his contacts on his phone. It was shocking how the few years had aged him. This new Benny was lined with stress, and there was a tiredness in his eyes was not just from physical exhaustion, but the toll of life.

The other Benny dialed a number on his phone. Angel and Benny leaned in to hear the conversation.

"Hello, Cohen?" the other Benny barked, and the present Benny felt his insides shrivel: he knew which instance it was, and he did not want to relive it. "Why haven't you been at work the past week? I'm half in mind to fire you now!"

There was a strangled sob from the other end. "B-benny … Benny, M-mimi's d-dead …" Mark whispered, his voice shaking uncontrollably.

The younger Benny's face went blank. It just was wiped of any emotion whatsoever. "I see," he said finally, monotonously. "Well then, Cohen, I will give you another week off. But straight back to work by next Tuesday." A choked sigh of consent was his only reply as the line went dead.

Benny watched as his younger self stared at the phone, his face still strangely blank. Then, he burst into hysterical sobs, wracking his whole frame, breaking him from the inside. The younger Benny slid out of his chair, taking up residence beneath his desk. He was immersed in a pool of anguish – and he would not resurface for a long time.

Benny remembered it. He remembered the sheer, raw pain, hot knives piercing through his heart, tearing at his brain. He remembered the agony, the grief throttling him, cutting him off, extinguishing his internal fire …

Mimi was gone. Dead. Only shell left of the vivacious dancer who had twirled her way into his heart. The dance that was Mimi Marquez, his one and only true love, was over.

Benny closed his eyes, blocking out the pain. He felt a tear trickle down his cheek as the as a faraway clock struck one. As all time and space rushed by him again, Benny lost himself in his sea of emotion, in the raw realization, in the stress, the anger …

He hit his bed with an oof! It was dark, yes, but not the crushing darkness of the scene changes. It was the normal dark of his bedroom at night. Benny sat straight up in bed, looking at his surroundings with wide eyes. Everything seemed to be in order – except the light worming his was under his door, trickling in from his kitchen and the familiarly acrid smell that perfumed the air.

Benny groaned. It was going to be a very long night.

(A/N: God, that took a long time. You can still guess on the two remaining ghosts. I have some hints in this chapter as too who they're gonna be. Remember to include your description so I can accurately put you in! Review .. that little bluish purple button is calling you, and you know it!

Oh … if you can find the Jonathan Larsen reference in here, I'll give you a cyber-cookie … XD)