Stanford Pines was not a night-bug. He would prefer to go to sleep earlier and get up later, get those annoying kids out of his head for a couple of hours so he could spend time with his own thoughts and dreams. Of course, more often than not, something would get in his way. Perhaps Mabel might've cooked up an extra strong batch of Mabel juice before she went to bed and Stan would have to intervene before she destroyed half the house, or Pacifica might've come around for a sleepover after an episode with her parents, or –

'Mr Pines! Get up!'

Stan rolled over. Not this time. Oh no, he was not getting out of bed this time to fix whatever… wait, whose voice was that? None of the kids called him Mr Pines.

'Please, Mr Pines, it's urgent. Mabel is in a bad way.'

'Wendy?' replied Stan, immediately up onto his feet. He had fallen asleep on the couch, so fortunately Wendy hadn't had to run the gauntlet of his room. He felt around for his slippers and put them on.

'What's wrong with…?' he began, but stopped once he saw Mabel spread-eagled out on the floor. Pacifica and Joel had already started to gather candles and Dipper was reading through the Journal.

'What happened?' asked Stan, getting up.

'While we were out we ran into a Category 9 Dream Hipster, and he somehow pulled us into this nightmare that we nearly died in,' explained Dipper as he set up the candles. Joel lifted Mabel up off the ground and sat her down on the chair. Stan stared at Dipper.

'Dream Hipster?' he asked.

'Yeah, some mean looking dude with either bad hygiene or a really disgusting skin condition and kitchen utensils for fingers.'

'Freddy…' replied Stan, looking down at the ground, 'I'll be right back.'

Stan raced out of the room and Dipper finished setting up the candles. Pacifica grabbed a lighter from the kitchen and by the time Stan got back, dressed in his Hawaiian shirt. Dipper looked incredulously at him.

'What, a human mind is cold, I don't wanna get frostbite.'

'Are we going into her mind?' asked Joel.

'Correct. Myself - and Stan as well, clearly – are the only people here who've been inside someone's mind before. So just follow my lead.'

They all placed their hands on Mabel's forehead and Dipper began to read the enchantment from the Journal.

Fidentus Omnium

Magister Mencium!

Magnesium Adharminum!

Magnum Opus!

Habius Corpus!

Insectus Nominus Overratus!

Magister Mencium!

Magister Mencium!

MAGISTER MENCIUM!

The space around them grew hot and blue. The others eyes lit up and Mabel's eyelids lifted, her pupils rolling back into her head. Everything went white.

o00o

As Joel's vision returned, he found himself sitting on the ground outside a fairground. However, something was wrong. There was no color. The signs were filled with strange letters and symbols rather than words, and the world seemed to twist in directions that shouldn't be possible. There was nobody around– the fairground seemed to be deserted. Stan had been right – it was cold. He tightened his jacket around him, trying to seal up the rips from earlier so that they wouldn't let in any cool air. He looked around and saw his friends scattered about the place, also recovering from the dimensional transition.

'So what's the plan, Dipper,' asked Stan. Dipper looked thoughtfully up at the fairground.

'We're looking for something that shouldn't be here. It could be that thing that called itself Freddy, or something else that we don't know about.'

'What if it's Bill?' Stan continued. Dipper looked back at him.

'Bill is gone, Stan.'

This meant nothing to Joel he was still trying to figure out where he was.

'Ugh, it's so cold here,' said Pacifica, hugging herself for warmth. Dipper snapped his fingers and a fur coat appeared around her shoulders.

'Whoa!' Wendy exclaimed. Dipper looked weirdly at her.

'You just made a jacket appear out of nowhere!' said Wendy, pointing at Pacifica. Stan face palmed as he realized what Dipper had done.

'Or course, I completely forgot,' he said, clicking his fingers too, making his suit materialized over his body.

'I want powers too!' pouted Pacifica. Dipper rolled his eyes.

'We're in the mind, people. You can conjure whatever you can conceive in here. Just think of stuff and it'll happen.'

Joel looked down at his jacket and imagined that it was repaired. Sure enough, all the holes fixed themselves up and it looked brand new.

'Sweet!' he said. Joel decided to take it to the next level. He willed himself up into the air, and as he did it happened. It took him a while to get used to the sensation, but he got it eventually. Wendy created a hover board that she was now using to slice through the air.

'HOW ARE YOU GUYS DOING THAT?' screamed Pacifica. Joel laughed.

'You need to be more open minded!' he yelled back. Pacifica looked down at her shoes and they transformed into jet-pack boots, blasting her off into the sky.

'WAAAAAAHHHH!' she screamed. Dipper joined Joel and Wendy in the air and yelled up at her.

'Don't think about it too much! Just relax!'

It took Pacifica a good five minutes to get used to the sensation of flying. Once she had the hang of it, they headed into the fairground. The eeriness was incredible – Joel was so used to fairgrounds being filled with children and color and noise, but this place was cold and desolate. The stalls were empty, the ticket booths unattended and the rides creaking at their joints.

Walking through the sideshow area, a ghostly skeleton on a unicycle appeared ahead of them, juggling as its head tilted back and forth. They all stopped. Dipper swung his arm around and threw a fireball at the skeleton, vaporizing it when it hit.

'Are we safe now?' asked Pacifica. At that moment, another skeleton appeared, this time wearing a top hat, behind the counter of one of the arcade games. It leaned forward on the bench top and gestured for them to come over.

'STEP RIGHT UP!' boomed a voice that seemed to fill the space around them rather than coming from it's mouth, 'SPEND EIGHT BUCKS TO NOT GET A DOG!'

It started to cackle and Dipper threw another fireball, setting the stall on fire and engulfing the laughing bones in flames. Almost instantly, the ground started to shake and more skeletons appeared, crawling from around corners and out of stalls. They all tried to find something to hang onto, but Dipper called out from above them.

'Stay in the air, they can't get you!'

Joel looked up to see Dipper hovering in the air. He willed himself off the ground and flew up to join him, and Wendy, Pacifica and Stan soon followed suit. They watched as the skeletons congregated on the ground below them, climbing on top of one another, reaching up for them.

'Why is this happening?' asked Pacifica, looking down at the mess of bone and marrow below her. Dipper was wracking his brain trying to come up with answers.

'I don't know!' he replied. They huddled together and flew further into the sky as the tower of skeletons grew taller, more of the fairground catching on fire, 'We still don't know who is behind all this, either!'

'I'M HAPPY TO ANSWER THAT FOR YOU!' replied a sinister, all-to-familiar voice behind them.

No prizes for guessing who this 'all-to-familiar' voice is.

I don't really like this chapter much, it was more of a filler.

Stay tuned for the final part, should be up soon!