Chapter 3

Well…I think this is the last 'let's hate Skulker chapter'. It's the flashback. I can't seem to hate him though, he's way too funny. Hate Vlad instead. Although, I find can't really do that either…ah, well.

This is a short chapter comparatively, but chapter five will make up for this, I promise. Everything happens in chapter five.

As for the quote, I'm not sure if it's totally correct. I haven't seen the episode in a while and I can't find the script anywhere so it's from my memory only. I'm pretty sure it's only off by a couple of words, but if it really bugs you, let me know. But, you all get the gist of it…

Disclaimer: See chapter one

Valerie: But I never thought a ghost could be anything other than bad news

Danny: Well, maybe you never bothered to get to know one.

"Tucker! Get her out of here!"

"Mommy, my air is funny!"

"Sam…"

"Uncle Tucker, where are you?" Asked the little girl from behind the cabinet. She waited. She waited for a very long time. She was hungry and bored, but she had been told not to leave the laboratory. And she was afraid to go upstairs. There were strange things going on.

After a very, very long time of waiting something came out of the ghost portal. The little girl was curious and looked.

The large and intimidating figure floated around the lab, as if looking for something. In her mind she registered him as a ghost. She was so entranced that the girl forgot that she had exposed herself.

The ghost caught sight of her, but besides giving her a brief look over he continued to look around the lab and ignored her.

Without much fear the girl stood up and approached the large ghost, who was looking in the storage cabinets. She touched his arm to grab his attention like she did with her mother. It was metal.

"Excuse me Mr. Ghost…?" She began hesitantly. He turned to face her. "Do…do you know where my uncle is? He was supposed to come back and…"

"I don't know where he is child. Leave me be." He interrupted her.

After a few moments the girl responded back. "Oh." She sounded disappointed. "What'cha looking for?" Now she was curious once more as she began to follow him around the lab.

He sighed as if realizing that he might be able to enlist the girl's help. "I am looking for a bazooka weapon, capable of opening a hole into the Ghost Zone."

The little girl thought for a moment. She tapped her temple to accentuate the point. "Grandpa and Grandma have it, I think. But I don't think Mommy would be very happy if you stole it. Stealing isn't very nice." She lectured.

The ghost sighed heavily. "Where do your grandparents live, child?"

"I'm not telling." She sang stubbornly, a little smile appearing on her face as if she was ready to play.

The ghost in the metal suit however, was not in the mood to play. He wrapped her tiny body in his hands forcefully. "Tell me now, whelp!"

The girl was frightened by this action and at first it seemed she didn't know what to do, but instead of going into tears she surprised him by turning invisible and then slipping out of his hands.

"How did…?" The ghost was at a loss for words. This did not happen to him often. He recalled her features and grinned. "Then it is time for the Skulker to hunt a new target for now." He took out his binoculars and scanned the room. Sure enough, the signature of an invisible ghost was in the room.

He continued grinning as the invisible girl ran up the stairs and phased through the door. She was certainly frightened enough now. She didn't stop running until she was in the guest bedroom on the second floor where she hid under the bed. She regained visibility and backed up against the wall, hoping whatever ghost that was, wouldn't find her.

It was too much to hope for as the ghost in the metallic suit came up through the floor. His head emerged first in front of her, still underneath the bed. "Hello Ghost-child." The girl emitted a terrified yelp and immediately wished she could take it back. He then came out to float next to the bed.

"Come out Child, if you cooperate I won't have to kill you."

Not knowing what else to do and not really knowing what 'cooperate' meant, the girl came out from under the bed. She had recognized the word 'kill'. The ghost noted gleefully that she was very afraid. "What do you want?" She asked, backed up against the bed and shaking all over.

"You're half ghost, aren't you?" He asked grinning, squatting to get closer to her level and took delight in already knowing the answer. "Where is your father?"

The girl's eyes widened as she backed up against the bed frame. It seemed to answer the question in itself. She was very uncomfortable under the ghost's calculating eye. "Here, let me see your ghost form." He prompted.

"Mommy...my Mommy said not to ever show anybody." She protested softly.

"Well, it doesn't matter now that I know, now does it? Go on Ghost-child. If I'm going to get a good hunt out of this, we may as well do it properly."

"It's Lilith." She said suddenly in a scolding manner, but her voice still had a little bit of a crack to it.

"What?" The ghost asked with a hint of annoyance. Mostly that she wasn't as frightened anymore.

"My name," She repeated as if it were obvious. "It's Lilith Manson. But Mommy says we can change our name again when the fruit-loops give Daddy back." She told the ghost, as if what she was saying was the most important thing in the world. "I keep telling the box let Daddy out, but they never let him…" She finished sadly.

The ghost sighed; he would have to do some investigating once he got back to his lair and then have a talk with his boss. "Very well Ghost-child, will you change your appearance so that I can hunt you now?"

"But my name…" She started with a confused brow.

A glowing green blade snapped open from a compartment in the armor of the ghost's left

arm. Very quickly the girl found the blade dangerously close to her neck. "I don't care what your name is. Change, now." He repeated.

The girl was taken aback and more than slightly frightened, her eyes looked cross-eyed as they remained on the blade. Not given much of a choice in the matter she closed her eyes and tried to concentrate, like her mother had told her to do, although it was a bit hard with the threat of certain death looming over her.

Soon the familiar white-blue lights appeared and the larger ghost looked her over again. All of his suspicions were finally confirmed as he saw the all too familiar white hair and green eyes, as well as the eyesore that was the symbol on the front of her black and white patterned suit.

"Well, I came here for a weapon and here I gain a new pet. This was much more rewarding than I expected." Then he paused and retracted the blade, then spoke to the cowering girl as he stood up again. "Of course, I still need to have your father's pelt on my wall." He said as an afterthought.

The girl didn't know what he was talking about, but after the last outburst he'd had after she had spoken she was scared to say anything.

"Come on now; let's get you to your new home then." He said, picking her up in his arm. Panicking the girl simply flew out of his arms and went through the wall into the next room.

"I live with my mommy!" She said defiantly. This had finally gotten way too freaky for her and her mother had given her permission to use her powers in case of emergencies. This was definitely an emergency.

The ghost smiled. "Well, maybe it won't be as easy as I thought. Time to hunt." He followed her.

He was faster than her, being older and with more experience. Time passed quickly and soon the girl found herself falling to the ground in a strange blue net. The ghost chasing her caught her before she hit the ground. She tried to escape, but wasn't powerful enough to break out.

The ghost seemed amused at her struggling. "You can stop resisting now. That net was made for ghosts ten times more powerful than you."

She stopped squirming with downcast eyes and the ghost took it as a sign of victory. He flew her back down to the basement laboratory and took her through the ghost portal. Once in the Ghost Zone the girl screamed, fear never leaving her eyes. She had obviously never been here before.

He ignored her just barely audible sobs until he reached his destination, a large island with a giant skull peaking over the dense forest. He released her from the net once on the ground. The girl got a good look at her surroundings, whimpered, but did not say anything. The fact that she wasn't crying heavily made the ghost happy he wouldn't have to be dealing with it. But for such a small child he was impressed.

"Perhaps you will make a good replacement for now. You've got some backbone at least." He noted, taking careful observation. The girl didn't respond, but instinctively took a handful of net and dirt in one hand as sort of a stress reliever. She was trying not to look at the ghost too much.

"I wasn't expecting to bring a specimen home, so I don't have a cage ready for you. In the meantime I'll just have to trust you won't run off." The girl responded to this by wrapping her arms around his leg. She didn't mean to let go. Even if he had kidnapped her, yelled at her and brought her to this creepy place, he was the only person she knew in these strange surroundings.

"Don't you have anything to say, Whelp?" The ghost was so used to the so called 'witty banter' that he almost expected it.

"I'm hungry." She said quietly, once again noticing her empty belly. She decided not to mention her name again in fear of getting yelled at.

The vision faded out and the figures became blurred, soon all that was left was an annoying humming noise…

Lilith groaned as she opened her eyes. Her alarm was blaring, but at least it was louder than the humming noise she'd been hearing all night.

"It's been a while since I had that dream…" She muttered to herself. She didn't have many distinct memories from her childhood, but meeting Skulker had been a pretty life-altering event.

She literally rolled out of bed as she shut off her alarm. Lilith went through her normal morning routine, this time with a little excitement. Now she actually had a reason to get up every morning since she started school. She was glad that she would be able to hang out with her new friends.

After getting ready, she transformed into ghost mode and phased her hand through the floor, looking for another one of the small rocks she had stored underneath her. Before she could grab one, the humming stopped.

Lilith looked up to see that Skulker had already pressed the button for her. "If you're going to leave Whelp, I'd rather you leave when I let you." He offered as an explanation.

She smiled and couldn't suppress a laugh. "I'll see you after school!" She called as she flew away.

"So, who's ready for the first dance of the school year!" Stacy said in a sing-song voice. It was a month after school had started and everyone could tell that she was speaking of the Homecoming dance. Ami, who was sitting next to her, sighed.

"Let me guess, you've somehow wormed your way onto the committee again, just like you were in Jr. High?" She asked in a bored tone. Stacy glowed with pride as her answer.

"So, what do you guys usually do at dances?" Lilith asked innocently. "It sounds like fun."

Cam sprayed his mouth with some kind of special chemical, supposedly to make his breath smell better. "Socialize, meet pretty girls, dance, meet pretty girls, bug the chaperones and meet pretty girls." He listed.

"Cam" Ted said in the bored tone Ami had just demonstrated, with an elbow resting on the lunch table. "You said 'meet pretty girls' three times."

Cam shrugged. "It's my favorite part of being a teenager. So, are we going in the same pairs as usual?"

"Not me." Ami said, getting a bit perkier. "I meet a cool sophomore in my Business class. He already asked me if I wanted to go."

"Oh, Ami I'm so happy for you! Meeting older guys! I knew I had taught you well!" Stacy beamed. Ami groaned.

"So he's not afraid of your affinity to large weapons?" Ted joked. Ami sent him a glare.

Cam smiled. "I guess that means I'll be taking Lily to the dance. You ever been to one before?" he asked.

Lilith shook her head. "No. I was home schooled, remember? Nobody ever invited me to any of these after school activities." "I wonder if being hunted by a ghost would count as extra-credit for gym." She pondered momentarily.

Cam graced the group with his signature smile that Lilith had gotten to know so well over the past month. "Then let's do this right the first time." He said. He took her hands and had her stand with him. "Lilith Manson, will you be mine for the Homecoming dance this year?"

Lilith couldn't help but laugh in slight embarrassment. Stacy and Ami rolled their eyes as both had gone through this same routine before. "Sure Cam, I'd love to." Already she was excited. Box Lunch had been right. She needed this.

All too soon her happy moment was ruined. A blue mist escaped her mouth. Her eyes widened in horror. "But they stopped spying on me weeks ago…" Lilith though disdainfully.

"Lily, what's wrong?" Ted asked, standing up as well. Stacy and Ami followed suit, sensing something was wrong with their new friend.

"I…I need to go to the bathroom. Whatever happens, don't worry about me." She lied quickly. She didn't know why she felt she had to get away from her friends, but a feeling her gut told her to. And if she had learned anything from Skulker, it was if you couldn't plan ahead; listen to your gut feeling.

She dropped into the women's bathroom and transformed into her ghost form as soon as she entered a stall. Turning intangible, she flew up to the roof of the school building. Once up there though, she heard screams coming from the cafeteria and the alarm sounding seconds later.

She dropped down to see what was happening. Three ghost vultures were causing havoc in the cafeteria. Lilith frowned; she had never seen these ghosts before. However, talking to them first may help. She was half ghost, maybe they'd listen to her.

She flew up to one of the vultures as students were screaming around her. "Uh, excuse me?"

The vultures turned to her and seemed to do almost a double-take on her appearance.

"Who are you?" One of them asked in a very heavy accent.

"Me! I…I'm…" She felt herself caught. She had always been Lilith Manson, only with a ghost half. She realized she couldn't really give them her real name here in the cafeteria. There was always the stray chance that another kid would overhear her and then her secret would be open to everyone.

"Eh, she kinda looks like that one kid." Another one said. "What's his name?"

"I don't remember!" Said the third. "When you're this old the Alzheimer's really gets to you."

"Uh, actually my name's really not all that important. So, why are you three attacking the school cafeteria?" Lilith finally asked.

"Meh, you tell her."

"No, remember what happened last time we asked a Phantom kid how to find somebody? We got our tails kicked to Fiji!"

"Not that Fiji is a bad place and all…"

"Who are you looking for?" Lilith asked, exasperated. The students were starting to calm down outside. Soon they would focus their attention on her. Attention in her ghost form was the last thing she needed.

"Ah, just show her the picture already." Said the first again.

The second vulture took a torn picture out of his feathers. Lilith took a good look at the girl in it. Her most notable features were her long red hair, blue headband and black shirt. "Sorry." She said, handing it back to them. "I don't recognize her."

"You sure? She's supposed to be the new counselor at this school." Said the first.

"Well, whoever she is she hasn't come yet…why do you three want to find her anyway?" Lilith said, thoroughly suspicious.

"Eh, our boss wants a talk with her. Not our problem."

"Your boss?"

The vultures shared a look at her question, but before they could answer Lilith they flew out faster than she had imagined they could.

"I wonder what that was about." Lilith asked herself. She got her answer moments later.

"Eat ecto-ray, Ghost!" Came a voice out of nowhere.

Lilith recognized Valerie Gray from the Drill a month ago.

"Ah, crap…" She said, mostly to herself. This was exactly the situation she had been trying to avoid. She had no choice but to run from the relentless blasts of Valerie's guns.

"Please, stop! I'm not doing anything!" Lilith screamed hoping negotiations would work.

"I'm not listening to your lies, Ghost!"

Lilith didn't know where to go. Her indecision proved to be a bad thing as Valerie finally landed a shot on her back. Lilith screamed as she forgot to turn intangible and slammed into a building. It was a very familiar building.

"This is a fitting place to end this." Valerie said as she landed her jet sled. Lilith noted with fear that although the ghost portal was only one intangibility away, it really hurt to use her powers at the moment.

"I'm serious, I wasn't doing anything. Please, you have to believe me!" Lilith's back hurt from the blast. She wasn't sure how bad it was, but unless she thought of a way to convince Valerie she was good, well she probably wouldn't be just half a ghost anymore.

"Just stay right where you are Ghost, I'll put you out of your misery." Valerie said as she charged up the very large gun she held. Lilith gulped visibly.

"Please, if you'll only take a chance to get to know me!" Lilith pleaded just before Valerie pulled the trigger. She braced for the attack that would probably kill her.

The attack never came. Instead, there was the sound of the gun powering down. "What did you just say?" asked Valerie in the silence.

Lilith was so stunned; she really couldn't really remember what she had just said.

"I've fought a lot of ghosts since I was in high school." Valerie started. "And they've all pleaded for their afterlives, except one. I hated that ghost. He ruined my life and had the guts to call me by my first name. Once when we were forced to work together, he told me almost exactly that, to get to know him."

Lilith had finally caught her breath as she came to realize that she would live another day. "I never thought I'd come this close to death by the hands of anybody other than Skulker." She sighed in relief. "So, you're not going to destroy me?" She tried, careful not to say the word 'kill' lest she raise suspicion.

"No. Not today. But if I see your face around here again you won't be so lucky." Valerie said sternly.

"Thank you." Lilith said standing up slowly. She was feeling much better physically, not to mention mentally.

"You know." Valerie started. "You look a lot like him now that I think about it. Do you know the ghost Phantom?"

"The original ghost-kid?" Lilith questioned. Valerie nodded, and then Lilith nodded back. "He…he's my dad." Lilith wasn't entirely sure if it was safe to tell her this all things considering. She did though. "If his ghost enemies know, his human ones might as well."

"Really? Didn't know ghosts could, well, you know." Valerie seemed a bit surprised at this. Lilith sighed.

"The Ghost Zone is…different. I don't really understand either." Lilith said carefully. She thought about Box Lunch, that was more of a mystery than anything.

"Say, as long as I'm letting you go…could you give your 'dad' a message for me?"

Lilith looked about to say something, but then retracted. "I'm sorry I can't. I've never actually seen him personally. He's been missing since before I was born. About fifteen years ago." Again, Lilith wasn't entirely sure if this was good information to deal out. She was almost positive that had Skulker been there, Valerie wouldn't have known anything.

"Fifteen years, that's about the same time Danny...could it be possible?"

"Possible that what?"

Valerie shook her head. "Nothing you need to concern yourself with, especially not you. I don't think you'd be very comfortable knowing my past with him. I am trying to destroy him."

"Get in line; you're not the only one." Lilith thought with a sinking feeling in her stomach. "That's okay, I'm used to it." She said sadly. Off in the distance the two heard the school bell ringing.

"Remember, ghost-kid, next time I see you I will destroy you." Valerie warned before she left.

Lilith was left with the task to get herself back to class. "However you managed to pull off that superhero gig of yours, dad, I'd sure like to know your secret." She said to the air. She then flew the short, but painful distance back to Casper High.

A/N: Come on, it's not like I could ignore Valerie… the chance was there and I took it.

I hope the flashback was believable as well as the short encounter with Valerie. I'm horribly critical my writing, as all authors are with their own works. I need feedback whether it's something I'm doing right or something I need to improve on.

Not that I don't enjoy the continued interest and the 'kookies', but you're the audience. I extend my heartfelt thanks to DPfan, dessweird51 and KHFREAK14. I want to help you enjoy this as much as possible, so if you have suggestions or critiques, bring it. I'd especially like to know how I'm doing with the different characters.

In other notes, this was the most revised chapter of all of them. I just wasn't happy with it until I literally added in the name scene last Thursday. Knowing me I probably over-edited. My little brother was helping me, but that was mostly for content. He's so funny though. He doesn't like fics much, but he always listens when I write or read them to him.

As short update, chapter 12 is done. But there will now be a chapter 13 and then an epilogue.

Later.

Unrealistic :-)