AN: As stated before I do not own the Suite Life or Poseidon nor the characters and any copied dialogue from that show and film.

Chapter Twelve: The Fear that Follows

All Zack could hear was chaos…

With a loud buzzing and crackling noise the lights came back on, a distinct hum indicating the ship's emergency generators had kicked on.

Zack pushed himself up from underneath a pile of chairs and got to his feet. He looked around room noticing the people running here and there in a panic, some trying to put out small fires with tablecloths and dinner jackets.

He scanned the room wildly for his mother, Max, and Barbara but still couldn't see them. He began moving with the crowd, throwing chairs and other debris off of people, looking under things, trying to find them.

Down in the teen club, the scene was just as chaotic. Students and staff alike dropped off ledges and landed on the ceiling. Rigging for the lights lay tangled in heaps, crating obstacles for them to climb over while trying to find an exit.

Bob awoke after some people tripped over his body. His mind reeled trying to take in the situation. He saw Mark on a nearby shelf, pinned by a giant box speaker. He was awake but seemed to be in a daze. Bob attempted to get to his feet but a searing pain shot straight up his leg and his back. He collapsed and looked at his leg. It didn't seem broken but Bob was sure his kneecap had come out of its socket.

Only one thing to do I guess… he thought before grabbing a torn piece of rope, biting down on it, grabbing a broken board, laying it on the kneecap, and finally jamming his weight down on the board in what he hoped was the right direction. The pain nearly caused him to pass out but he heard a distinctive 'pop' noise and knew the bone was back in place. He wiped the tears out of his eyes and tried again to get to his feet. The pain was still intense but he could stand and walk.

He moved over to Mark and got his friend's attention. Mark's eyes were the size of golf balls.

"I can't feel my arm!" Mark yelled over the noise.

"Let me try and find something to pry the speaker off it!" Bob replied and moved away from Mark.

In the ballroom Zack turned at just the right time to see a man lift some debris off of who Zack guessed was his wife or girlfriend. Behind her, back under the rest of the rubble was Carey.

Zack bolted for the location, getting there in seconds. He knelt down next to his mother who appeared to be unconscious.

"Mom" Zack said quietly, shaking her.

At the sound of Zack's voice, Carey opened her eyes.

"Oh Zack, I'm so glad your okay" she said weakly.

Suddenly, Max appeared at Zack's side.

"Max! We got to get this stuff off mom!" Zack said hurriedly. He wanted to tell her how happy he was that she was okay but the look between them said enough and they immediately began to frantically pull things off the pile.

Bob was back at Mark's side with a piece of hand railing and shoved it into a space between the wall and the speaker. Bob put all his strength into moving the speaker and it finally slid away from the wall enough for Mark's arm to come out.

The arm didn't pull out, however, it simply fell out and hung limp next to Mark's body. It was black and blue.

"Oh man" Bob said.

"I can't move it…it feels numb all the way up" Mark said.

"That may be a good thing, I doubt it'd feel very good right now if you could feel it" Bob replied.

"We gotta find London, I saw her while I was falling, she looked unconscious" Mark said.

The two jumped down from the slight shelf and Mark let out a howl.

"We gotta get a sling or something for your arm!" Bob said and started scanning around the room again.

He found a few of the plastic streamers and looped them around to make them stronger. He bent Mark's arm, tied the streamers around his neck and then his bad left arm, immobilizing it.

They moved around a corner in the club and saw London lying on the ground. They rushed over to her and began inspecting her injuries. She had a head wound and some bruises around her face and legs. Bob gently shook her and tried to wake her up but the heiress didn't move.

Just then a loud popping noise was heard from the other end of the club. Water that had begun to seep in from somewhere began to interact with the electricity from the emergency generators. Bob and Mark huddled down next to London as they watched, terrified, as people in the same area they had just been in got electrocuted. The lights dimmed and went out in the club and it became eerily silent.

In the ballroom, Zack went to yank another chair off the pile when Carey let out a yell that stopped both him and Max. They dropped back to their knees beside her. Zack looked down inside the pile and realized with sudden horror why his mother had yelled. A chair leg had gone right through her. A small pool of blood collected beneath the impact site. Max saw it too.

They both knew enough about anatomy to know that Carey was not going to make it.

"No" Zack said in the quietest most defeated voice he'd ever used and tears swallowed up his vision.

Carey used her free hand to pull Zack back towards her head and looked him in the eyes.

"Zack, listen to me honey…you have to be strong now. You need to find your brother and the three of you find a way off this ship" her voice carried with it a sense of urgency.

"Mom…you can't go…we still need you" Zack said, trying to hold it together but failing miserably.

"I've raised you guys as best as I know how…it's time for you to stand on your own…" she said, trying not to cry.

"…It's going to be okay…you'll make it out of here and then your dad…" she added coughing, her voice suddenly loosing strength.

"No mom, no…stay with us!" Zack cried cutting her off.

"I'm sorry honey, I would if I could you know that" she said glancing down at her injury.

Max was crying too, holding one of Carey's hands and one of Zack's.

"You and Cody…my little men…" she said smiling up at Zack and thumbing away one of his tears.

"I love you Zack, I always have and I always will…We'll be together again, I promise…tell your brother I love him too…promise me you'll find him and tell him" Carey said.

"I promise…I love you" Zack squeaked out between sobs.

Carey smiled again.

"Be brave, don't give up…never give up" she said closing her eyes.

"Mom…I won't" Zack said.

Carey took another breath, sighed, and then she was gone.

Zack collapsed against her body crying himself out along with Max, who rubbed his back and tried to soothe him.

In the near darkness of the dance club, Bob and Mark turned their attention back to London. She seemed to be finally coming around, issuing soft moans and winces of pain.

"London?" Bob said.

The heiress opened her eyes and looked up at Bob and Mark.

"Wha…what happened?" she asked.

"We've turned over" Bob said looking up at the floor.

"What do you mean?" London asked.

"Something hit us and turned the ship upside down" Mark replied.

London gasped and then winced with pain again.

"Ooh, my head" she said.

Bob and Mark slowly sat London up against a nearby wall.

"Are you hurt anywhere else besides your head?" Bob asked.

"I don't think so" London replied.

"Good" Bob said.

He then turned to Mark.

"We've gotta figure out a way out of here" Bob said.

"Where are we gonna go?…there aren't any doors on the bottom of the boat" Mark replied pointing up.

"Well, we can't stay here, I'm sure if the ship isn't sinking now it soon will be…any rescue would have to cut through the bottom anyway so if we just start heading up it's our best chance of making it out of here" Bob said.

"Agreed…London can you walk?" Mark asked.

"Yes" she said standing slowly.

"Okay, let's go" Bob said.

After covering Carey's body with a tablecloth, Max led Zack away and they sat on a part of the ceiling that was close to the upturned chandeliers. Max cradled a zombie-like Zack and rocked him back and forth. He had stopped crying by then and was now simply in an intense state of shock.

Off to the side they noticed the young woman from before standing with a tall man and the two were looking up towards what was now the ballroom floor.

The little boy, Connor, was up there, trapped on the underside of the grand piano which was bolted to the floor. Zack watched as the tall man and some others held the stage curtain out so Connor could jump into it and slide down to safety. He held his breath as Connor made the jump and plummeted down into the curtain to his mother's waiting arms. She kissed her son and held him tight.

Mom… Zack thought, hanging his head and crying again.

When Zack calmed down again, Max suggested they attempt to find Barbara. They assumed the worst for their friend because Barbara had not yet been seen among the survivors in the ballroom.

Zack robotically slid off the perch they were sitting on and followed Max around the debris of the ballroom. Shortly after beginning their search they discovered Carey's friend Mike's body not far from where they had found Carey. Then, in the corner of the room, the pair finally spotted the remains of Barbara Brownstein.

"Oh…" Max gasped burying her head in Zack's shoulder.

Zack said nothing, his eyes glazing over as he looked at his fallen friend in disbelief.

He picked up a torn piece of stage curtain and walked over to the body of his brother's girlfriend. Her lifeless eyes were still open so Zack gingerly reached out and closed them before covering her up with the curtain.

He returned to Max's side and numbly tried to console her.

They eventually made their way back to where they had been sitting and tried to stay out of people's way.

While they sat, Zack suddenly turned his head and looked at Max.

"I'm sorry" he said.

"Why are you sorry?" Max asked sniffling.

"I never asked you how you were" Zack said still sounding like he was a million miles away.

Max just shook her head.

"Zack, I understand…it's okay, I'm not hurt" she replied amazed that Zack even thought to ask now after just loosing his mother.

People were still nervous and scared but they were no longer panicking.

Captain Bradford took the opportunity to stand up on some tables to address his passengers.

"Ladies and Gentlemen may I have your attention please…now, we're not sure exactly what happened here but our best guess is that we were struck by what is known as a rouge wave. They're rare, they're unpredictable, and they are lethal. Now the good news, the instant this ship was struck, emergency GPS locator beacons were launched so we are at most several hours from rescue" he said and was almost immediately inundated him with questions.

"Are we sinking?"

"How are we going to get out!"

Captain Bradford held his hand up and asked for quiet again.

"Please, do yourselves a favor…follow the directions of my officers and stay calm…this room is a giant air bubble holding up the ship. Once these bulkhead doors are sealed we'll safe from gas leaks, fire, and flooding…we will be safe" he said.

Zack seemed to suddenly snap back to earth when he heard what the Captain said.

"They're gonna close the doors!" he said jumping up.

"That's a good thing" Max said not following.

"No, it's not…Cody…we gotta get out of here so we can find Cody!" Zack replied.

Max, instantly understanding, bolted with Zack towards the upside down staircases.

"The officers will probably try and stop us from leaving" Max said.

"I don't care…nothing's going to stop me from getting to him!" Zack said.

They rounded the backside of the upturned staircases and Zack spotted the door Cody had left the ballroom through. Sure enough an officer manned the door.

"Where do you two think your going?" an officer said.

"My twin brother is on deck 2 and we're going to find him" Zack said staring the officer in the eye.

"No you're not, Captain's orders are to keep everyone in here…were going to be closing these doors soon…didn't you hear the announcement?" the officer said.

"What good is it going to do to keep everyone sealed in here? Think about it, the rescuers will have to come all the way down here to get us when we could already be up there waiting for them!" Zack said.

"Besides, water could be coming in from who knows where, flooding the ship…one room isn't gonna hold the whole thing up" Max added.

"Yeah, you ever squeeze an egg in your hand until it breaks!" Zack said slapping his hands together in front of the officer.

"I'm not going to argue with you two…I have my orders! We can't have people running around the ship getting themselves injured or killed! Now go back where you were" the officer said.

"I guess your right" Zack said looking at Max with a fake defeated look as they turned around to go back. Max read the look and knew right away what Zack had planned.

Just then they both turned back around and bolted right at the officer, knocking him aside and sprinting into the corridor beyond.

The officer made to give chase but another officer held his arm.

"Stay at your post, there are only two of them, if the rest decide they want to leave too we'll need you here"

"Yes sir" the officer said and remained at his post.

Zack and Max ran down the corridor. The double doors that Cody had used to go out to the promenade had been automatically sealed by a steel bulkhead door.

"Is there another way to deck 2?" Max asked.

"There's gotta be…let's go down this way!" Zack said running towards the bow with Max right beside him.

Since they were running on the ceiling of the corridor, they had to dodge around light fixtures jutting up at them.

As they ran they suddenly heard the metal clanking noise of the bulkhead doors to the ballroom sliding shut and it caused them to momentarily pause.

"It looks like were on our own now" Max said.

The color drained from Zack's face and Max suddenly realized what she'd said.

"Zack, I'm…" she said.

"It's okay, let's just keep moving" Zack said.

Cody awoke to cold water hitting him in the face. He could barely see inside the small suite he'd tumbled into. The small emergency light was on, but it was very dim. One of its bulbs was smashed and it was partially underwater.

I'm alive was his first thought.

I'm pinned! was his second as he soon realized the full weight of the box springs and mattress, as well as what was left of the bed frame, was lying on top of him.

Panic began to set in as Cody realized, with a stinging sensation, that the water was salty ocean water…and it was rising fast.

He squirmed against the bulk above him and tried to wiggle himself free.

As the water rose, Cody feared he was about to drown. The water came up and over his face but as it did so it also started to float the mattress and box springs. Cody held his breath long enough to feel enough weight come off him before he scooted himself out from under the pile and broke the surface next to it.

Then a new weight came crashing down on him…the weight of his injuries. Upon standing upright he yelled out in pain as his right ankle sent lightning-like pain straight up his back to his head. Every time he tried to step down on it he saw stars. When he felt his head he knew he had a large gash near his hairline and he was pretty sure his wrist was sprained.

The single light dimmed even more as the water increased in depth. The water was spraying in from the seams of the sliding glass doors in the living room of the suite. When it gurgled up to Cody's knees the panic began to return.

I have to suck up the pain and get out of this suite he thought.

He moved things out of the way and tried the door, which had been pushed back closed by the water. It wouldn't budge an inch. The door frame had been warped, sealing Cody inside.

Oh no he thought, frantically searching the room for something, anything, to try and escape.

Just then a series of loud explosions rocked the ship.

BOOM BOOOM BOOOOOM!

Cody was thrown from his feet and splashed back into the water. His one light flickered and came back to life.

Just then a huge steel beam blasted its way through what had been the floor and embedded itself in the ceiling of the suite a few feet shy of the sliding glass doors. This of course did nothing to help the doors in their battle against the pressure of the ocean outside and they began to let a lot more water in.

Cody followed the beam up with his eyes and saw that it had broken enough of the floor above him so that he possibly climb up the beam and out through the hole it had made. He waded, and eventually paddled, over to beam and tried to climb it. His wet shoes stuck to the beam about as well as they would have had it been covered in oil and Cody kept slipping. He kept at it until he finally got some height on the beam but his heart sank as he realized the hole was not going to be big enough.

"Hey! Is anyone up there? Help!" Cody yelled at the hole as he tried desperately to keep his footing on the beam.

Just then the crippled ship threw herself into another fit of convulsions knocking Cody off the beam and into the water again. At the same time it caused more of the beam to settle into the room. This caused even more water to push through the sliding glass doors but Cody noticed it had also made the hole bigger. He got back onto the beam and started hauling himself up but he slipped again and again.

"Help! Is anyone up there!" he yelled again.

Zack and Max, having been thrown to the ground for the second time, stood up and kept moving forward. Zack was getting frustrated because there seemed to be no access to the upper, now lower, decks anywhere.

"Maybe we should try going…" Max began but Zack shushed her suddenly.

He could hear a voice calling for help. Max heard it too and the two of them raced ahead towards the sound.

They neared a suite that had had its door obliterated by a falling beam. The sound was coming from inside.

Zack carefully squeezed himself under the beam and had to keep himself from falling into a hole on the other side of it. Zack looked down into the hole and his heart leapt. It was Cody!

Zack quickly lay down on his stomach and asking for Max to grab his legs.

Just as Cody was about to give up he climbed on one last time and got some height on the beam. He reached his arm up as high as it would go, fingers stretched out and then something unexpected and amazing happened. Someone grabbed his forearm. Cody was startled and looked up to see Zack's head above him.

"Pull me back!" Zack yelled back to Max.

Max pulled with all her might on Zack's legs, and with all three of them working together, Cody rose up and out of the hole.

Zack and Cody had hardly gotten to their feet before Zack all but tackled his twin in an embrace, tears falling freely his face.

"Thank God…oh thank you God, Cody…are you hurt!" Zack said pulling back to examine Cody.

"My ankle, and my wrist…but I think you popped that back into place when you pulled me up" Cody said smiling a little.

"Your head too" Max said, coming over to wipe some blood away.

She tore a piece of her long skirt off and tied it around Cody's head as a makeshift bandage.

"How's mom? Where is she?" Cody asked.

The joy of their reunion was instantly soured. Zack looked at Max and then back at his twin.

"Um…buddy, she and Barbara…" Zack began but he simply couldn't do it.

The look on Cody's face as he realized their mother and his girlfriend were gone was too much for Zack and he, no longer able make words come out of his mouth, grabbed his brother and burst into tears again.

They stood, embraced and crying in the middle of the corridor, each feeling the exact same pain over the loss of their mother. Max eventually sat them down out of fear they might fall over. She hovered over both of them, an arm on each shoulder, trying to comfort them in any way she could.

Poseidon, however, was not able to wait for them to grieve. Another set of explosions rocked the ship and a loud crash was heard from the hole Cody had just been pulled from. The sliding doors had just given way. Water blasted up through the hole and surged out at them. Along the corridor they saw water begin to gush out from under the edges of some of the other suite doors.

"Time to go!…I promise you I'll get us out of here, all of us!..." Zack said looking Cody and Max in the eye.

Cody and Max nodded and they all broke into a run. The chase was on…