Penny couldn't keep up running forever. She was getting tired. There had to be someplace that she could hide somewhere around here. Something that could protect her and keep out the monster.

There! Up ahead there stood a castle like something out of a fairy tale. Solid stone walls promised to protect her, and as she approached, the portcullis raised and a drawbridge lowered across the moat to allow her entrance. She rushed inside, and once she was safely across, the drawbridge clattered up again and the portcullis slammed shut. She was safe.

Panting to catch her breath, Penny took a look around at her surroundings. The interior of the castle was comfortable and ostentatious, everything she might expect from a fantasy palace. Plush carpets were strewn across the floors, and ornate tapestries hung from the walls. The furniture was soft and rich enough that one could sink into it. Chandeliers with countless candles hung from every ceiling, illuminating everything in brilliant light.

Penny climbed up a spiral staircase leading into a high tower, and strode out onto a balcony to look out at the landscape around her. The monster was still growling and pacing about at the far side of the moat. If she wasn't careful, it was going to find some way across, and try to break into her castle. She couldn't let that happen. She needed more defenses.

Plants started growing rapidly on the other side of the moat, starting off as thorny vines and turning into an entangling hedge maze. The demon rumbled and tossed its head to and fro, then tried to throw itself at the hedge. Razor-sharp thorns like swords bit into its hide, and it pulled itself back hurriedly with a roar.

"You're not going to get me that easily, monster," Penny said, grinning as she leaned against the balcony railing and watched.

The beast snarled and paced about through the labyrinth, searching for a way through. It didn't seem nearly so scary from up here, safe behind these walls. And it would never, ever find a way through the labyrinth. Every time it might get close, the thorny plants could shift and regrow somewhere else, blocking the way in. No one was going to be able to get in that Penny didn't want inside.

Unfortunately, Penny thought as she turned to explore her palace a bit, even though it couldn't get in, she couldn't get out, either. She was safe in here, but now she was trapped. She sighed and went to make herself comfortable and find something to do to occupy herself. It seemed that she was going to be here a while.


If this was supposed to be Penelope Yin's mind, Sarah wasn't quite sure what to make of it. The sky, such as it was, was full of eyes, but all of them were closed as if asleep. The ground abounded with lush plant life, swaying pink and purple grasses, vibrant blue flowers.

Off in the distance, spiring high against the lavender sky, stood an old medieval castle of some sort. At the top of each tower fluttered a different colored banner, and each one extended in different directions as if they couldn't decide which way the wind was supposed to be going.

"Penny, your mind is weird," Sarah murmured as she headed toward the castle, the only obvious landmark in this surreal place.

As she approached the fortress, she realized that the place was guarded not merely by strong, stone walls, but by a vast hedge maze made up of lethal thorns. Penny must have filled her mind with whatever defenses she could spring into existence when it was invaded by the demon. Sarah could hear snarling and heavy footsteps tromping about inside the labyrinth.

Well, a maze wasn't going to stop her, that's for sure. Sarah leapt into the air from a standstill to get a good look at the twists and turns of the labyrinth from overhead before she went in. That was when she realized that the maze wasn't static. It kept constantly shifting and changing itself around to further confuse the demon. It would never find its way in like this.

Sarah leapt across the maze, over the castle walls, and came down for a solid landing in the courtyard next to a burbling fountain in the shape of a dolphin. Small trees bearing strangely shaped fruits grew about a small garden, and trellis adorned with flowering vines hung from the walls of the castle.

"Sarah!" Penny said, coming out running toward her and hugging her tightly. A frilly pink dress poofed out around Penny's body, and a conical hat with a silken streamer topped her head.

"Good to see you, too," Sarah said with a small smile. "How are you doing, kiddo?"

"I'm alright," Penny said. "I'm just glad you're here. My knight in shining armor!"

Sarah abruptly found herself clad in a suit of bright silvery plate armor. She scowled behind the full helmet. This was utterly impractical. It was heavy and difficult to move in.

"Penny?" Sarah said. "I don't think this is really suitable for me."

Penny blinked slowly at her. "Then why are you wearing it?"

"We're in your mind right now," Sarah said. "I would imagine that it's because you thought of me like this, for whatever reason."

"What do you mean, we're in my mind?" Penny said. "You mean... this isn't real?"

"Well, I would imagine that it's real to you," Sarah said. "But it's no more physical than a dream."

Penny looked very confused, and Sarah sighed softly and tried to concentrate to reaffirm her identity in the mental construct. The unwieldy armor faded away, and she regained her usual appearance in black skin-tight leather once again. Something she was much more comfortable with.

"This is... a dream?" Penny said. "But are you really here then, or are you just another figment of my imagination?"

Even as she spoken, uncertainly, the walls of the castle wavered around them, turning translucent in some places and melting in others.

"Focus, Penny!" Sarah said firmly, grabbing her by her shoulders. "This is really me, and I'm really here. But just because it's a dream doesn't mean it's not real, in some sense of the word. And that demon really can and will hurt you."

The castle shattered around them, towers melting like ice sculptures in the summer, walls dissolving like a sand castle in the tide, stones flying and disintegrating into violet sparks. Sarah swore under her breath and turned to face the demon as it roared and charged toward the two of them, now unimpeded by Penny's defenses.

Suddenly, every eye in the sky snapped open at once, and every last one of them was staring down at her. Sarah had no idea what that might represent, if anything, but it certainly seemed like she had something's attention.

The monster was vaguely humanoid and stood at least ten feet tall, with massive horns curving out of its head like a bull. It reminded Sarah distinctly of a minotaur, of sorts.

Shoving Penny out of the way, Sarah met the creature in a thunderous clash. She had no idea how physical combat was supposed to work in a mindscape, but she really didn't care or want to stop to think too hard about it, either. All she knew was that she had to protect Penny somehow, and that she would not fail.

"You do not belong here, demon!" Sarah cried.

She landed moves upon the beast that there was no way she had the skill or power to accomplish in the waking world yet. A powerful kick to its leg resulted in a snapped shin, and a crushing uppercut knocked it into the air and sent it flying several feet back.

Penny scrambled to her feet, and the landscape started wavering again like a mirage in the desert. The area suddenly took on the appearance of a school classroom, and the demon was climbing to its feet again in front of a whiteboard at the far end of the room.

"Penny, this isn't helping," Sarah said quietly.

"Sorry," Penny murmured sheepishly.

Just because the terrain kept changing didn't mean there wasn't still an enemy to be fought here. Sarah nimbly leapt over the desks and chairs and landed a solid kick onto the demon.

The monster roared and let forth a ring of flames bursting from around its body, shattering the desks and sending them flying back. Penny ducked and covered her head with her arms, but fortunately none of them struck her. In fact, some of them very nearly veered off in midair to avoid hitting her.

Sarah bounced back over toward Penny to land in front of her protectively. "Are you alright, Penny?"

"I- I'm fine," Penny said.

The scene shifted again, this time to a chessboard under the eyes of a thousand spectators. Penny was the black king, and Sarah had shifted into the form of a black knight standing on the square in front of her. At the far end of the board, the red queen peered about with glowing red eyes.

"Penny..." Sarah said with a snort.

"Erm..." Penny said uneasily.

"You could at least have made me a queen, too," Sarah said.

"Oh. Um. Sorry."

Sarah chuckled softly and focused on her form. If this was the setting she was going to deal with, and if Penny could make the demon play by her rules, then she was damned well going to be the most powerful piece on the board herself, too. Her form shifted, losing the horse-like appearance and taking on a crown instead. She wished that they had some more pieces on their side as well, but if this was how the game was going to be, then so be it.

The red queen moved forward, seeming very angry at being constrained to artificial limitations, growling and snarling all the way. Sarah danced around it, jumping to one square and another, preventing it from being able to checkmate the king and maneuvering it into a position where she could remove it from the board. While Sarah was hardly the best chess player in Panacea City or anything, the demon seemed to not understand how the rules worked at all. It moved into a position where it would be able to attack the king.

Sarah grinned a little as the demon walked right into her trap. She made her move, jumping diagonally across the board and landing upon the red queen's square. The black queen knocked the demon clear off the board, sending it flying off into the sky, roaring in rage as it went. The angry demonic sounds faded into silence, and the chessboard dissolved as the scene shifted to Penny's room in the Yins' apartment, the two of them returning to their normal forms along with it.

"You did it!" Penny exclaimed, running up and hugging Sarah.

Sarah smiled and hugged her back. "I'm just glad you're alright. Now why don't we wake up and get out of here? I'm sure your parents are worried about you, too."

"Um... wake up?" Penny said, scrunching up her face. "How, exactly?"

"Don't look at me," Sarah said, shrugging helplessly. "You're the one that's supposed to be a psychic here. I can resist psychic powers, but I'm the wrong one to ask on how to actually use them."

"I'm sure it can't be difficult or anything," Penny said. "I mean, it's just waking up. It's not like the demon is still out there. I can't even sense it anymore anywhere."

"That's good," Sarah said. "I'd hate to go through all of that and still have it messing around in your head. Good riddance to the thing, I say."

"Hmm," Penny said thoughtfully, striding over to the door. "Waking up should be as easy as just opening a door and stepping outside, right?" She opened the door and peered out at the stars beyond, with no ground. "After you?"

Sarah chuckled and stepped through, a little uneasy at what she could see outside. There was nothing underfoot, and she went falling, falling, falling...


Penny watched her hero fall into the starry expanse, then stepped through the door herself without any fear. Instead of really falling, she woke with a jolt back in her mother's tent in the Carnival of Chaos.

"Penny!" said Dad, hugging her tightly. "You're awake! Are you alright?"

She smiled a bit. "I'm fine, Dad. I'm just glad to see you are, too." She glanced aside to where Sarah was stirring, blinking slowly around her. "You okay over there, Black Queen?"

Sarah looked back at her with a touch of surprise, then looked thoughtful for a moment. "Yeah. Yeah, I'm okay. How about you, Dreamer?"

Penny had to smile at that. Dreamer? She liked that. She could be a hero, too! She could learn to use her powers, and help to fight crime, and bring justice to bad people, and make the world a better place.

"It sounds like the two of you had quite the adventure," Mr. Yin said. "But it's high time that we be getting home." He looked to Sarah and nodded to her gratefully. "I will be certain to tell my employers about your deeds, and recommend a bonus as well."

Vanessa looked a little sad, and said, "I wish you well, both of you, and hope that you might come to visit sometime."

Dad glared at her sharply. "After what you pulled? Ever since you found that mask and ran off on your mad crusade with this Carnival of yours-"

"Dad!" Penny snapped. "There's no need to be rude! She helped save you, remember?"

Sarah added, "I'd like to point out that she also helped save your daughter, as well. If it weren't for her, I would have never been able to enter Penny's mind like that and oust the demon."

He sighed reluctantly. "Fine. You may have a point. But I still don't like it."

"Look, both of you," Sarah said. "I have no idea what really went on between you two. I'm sure nobody, not even Penny, expects you to get back together and have everything be sunshine and rainbows. I'm a super hero, not a marriage counselor. But the fact of the matter is, Penny needs to train her powers, and her mother's in the best position to do so."

"Bah," he muttered. "I don't trust those powers, and I was hoping that the implants would lock them away."

"Dad!" Penny said, looking at him in horror. How could he want to do such a thing? To his own daughter! Tears stung her eyes unbidden.

"You may well have at least partially succeeded at that," Vanessa said sadly, giving him a hard look. "Her abilities may be highly limited... while awake. But from what I have seen, she is capable of much more while asleep. However, I will not allow you to attempt to cripple my daughter any further. I will intervene this time, and I can only wish that I had known what you were doing in order to step in before and prevent this from happening."

Sarah rubbed her head. "I really hope you guys can work something out. Because I'd hate to wind up seeing a teenage girl walking through Freakshow-infested neighborhoods by herself just because she wanted to see her mother." She nodded to them, and left the tent.

"Come on, Penny," Mr. Yin said. "Let's... Let's go home." He sighed, looking at her tear-stained face. "Maybe, I suppose, if you really want to... you can come and visit your mother. On weekends. If you're good and get all your homework done."

Penny hugged him briefly, then went over to hug her mother. "I'll be back. I promise. I'll even try to learn to meditate properly!"

"All that can be asked of you is that you try," Vanessa said gently, smiling at her and hugging her back. "I'm sure we can find some methods that will work for you."

Penny stepped out of the tent after Mr. Yin and looked up at the overcast sky. It was starting to grow gray in the pale light of dawn, and the smell of fresh rain still hung in the air. Today was a good day, Penny thought.