A/N- Hey guys, wassup! It's TOBN here, on this spooky Halloween! You are probably reading this on Halloween, but I am starting to write this on Sunday! I really couldn't wait to write it, but sorry; it's still not going to be posted UNTIL Halloween. So yeah, if you are reading this...HAPPY HALLOWEEN! I am so happy; this is one of my favorite holidays, and I know that the plot might be cliched, but I sorta had to do this because it is going to affect the gang a lot in future seasons...oh my gizzle I just spoiled something to you. I'll shut up now and just start my shoutouts.

MBAV Fan- So happy you loved Guys and Dolls. I hope you'll like this one, considering it will be quite spooky...or so I hope...okay so maybe it won't be that spooky, but it will give you shivers. I'll do my best to add some creepy themes; this is why this is rated T! But you have to pay attention to every detail now; you won't understand much of the story if you don't...have a fang-tastic Halloween! (See what I did there?)

marcusg655- Thank you so much for both giving a favorite to this story and my other one. Super glad you are enjoying it! So...yeah! Have a happy Halloween!

Anyway, here is the disclaimer!

Disclaimer- I don't own MBAV or its characters, just my OC and this (hopefully) interesting plot twist. If I did, Ethan would man up and save Sarah from the clutches of Jesse and other monsters, and admit that she is the Princess Leia to his Hans Solo. (Thought I could do a Halloween disclaimer...that's cool right?)

Drop a not so scary review and Enjoy my Halloween Special!

*Sees Jesse and runs off screaming. A shadow appears out of nowhere and takes over the Author's Note.*

*Creepy Shadow speaking* Prepare to be SCARED! *TOBN hits shadow with a frying pan as she takes over the Author's Note once more*

Sorry about that; Have A Happy Halloween!

Best Friends: Chapter 5: Fear Not

Sky's POV

I walk down the halls of WC High. It was Wednesday and there were 3 more days until Halloween! I smile at the thought.

I have three favorite holidays:

1. Christmas

2. Halloween

3. New Year's.

I loved Halloween; getting to dress up, getting candy, seeing all the spooky decorations; the candy...

Oh candy. I'm pretty sure that's the only reason Benny loved Halloween. I loved candy too; just thinking about it made me drool. Not literally of course. But maybe sometimes...never mind. I continue to dream about candy as two hands cover my eyes. I smile; I know who it was, but I decided to play along. He talked in a weird vampire accent that made me giggle. (A/N- Think of Adam Sandler in Hotel Transylvania. I'm gonna let you continue now.)

"I am Dracula and I will suck your blood!" I laugh as I tried to play along. "Oh no! Too bad Drac, I got a wooden pencil in my bag and I'm not afraid to use it!" I could tell he smiled.

"Okay, listen. I won't suck your blood if you can guess who is speaking under this very good Dracula accent!" I pretend to think.

"Maybe it's Ethan! He has a very convincing Dracula voice...must have picked it up from his vamp girlfriend..." I smile as I realize that he was frowning.

"Uh...no...guess again! Your blood is starting to smell very convincing..." He continued the accent as I continue.

"It better not be Jesse.." I grin. "NO!"

"Well it can't be another spellmaster.." I stop, realizing my mistake. I could tell he grinned at my flaw.

"Maybe!" I smile.

"Oh! It must be Benny!"

He uncovered my eyes as we both smile. "Hey!" I say with a grin. "Hey, you finally got it! Now Dracula won't suck your blood!" He pretends to hiss as I grin."Yeah I finally got it. Thought I would be blinded forever by a vampire. What happens if he decided to suck my blood? I wouldn't have time to get my wooden pencil!"

We laugh as we walk down the halls.

"So, what's Mr. Weir gonna be this year?" He grins. "You know the answer." I sadly smile. "I know, thought I could try." He smiles once more.

Every year, Benny dresses up as something spectacular! But sadly every year, he keeps it a secret.

"How 'bout you Miss. Bryans?" He wriggled his eyebrows as I smirk.

"Don't push it. My answer will be the same as yours." He flashes his signature smile. "I know, thought I could try." We laugh once more.

I always love surprising Benny with my costume choices. We always end up surprising each other, other times we might accidentally coordinate costumes! But this year, I made sure this will be an interesting costume.

"So, are we doing a scary movie marathon this year on Halloween Benny? I want to watch all the Nightmare on Elm Street movies, I heard they are Halloween classics..." I'm cut off by a ear piercing scream. We turn around to see...

Della.

She ran down the halls, a clear look of fear written on her face. She ran into us. I stumble as Benny catches me. "Thanks." I say. He smiles. "Anytime." Our eyes focus on a trembling Della.

"What happened Della?" Benny asks. She looked terrified.

"T-There...a-and then it...a-and it jumped at me..and AHHHHHHHH!" She ran off screaming. We exchange looks of fear as we look what was chasing behind her.

It was a demonic Puffles.

"I thought you got rid of Puffles?!" Benny screams in utter fear.

"I did!" I protest. "I don't believe that for one second!" Demonic Puffles clawed it's paws at the trophy case, glass shattering everywhere. Puffles jumped at Benny; his fur peeling off, showing oozing green goo. I watch in fear as Benny tried to fight it off. This isn't real..this has to be some crazy daydream I think to myself. I attempt to touch Puffles. I made contact with its peeling fur. All of the sudden, Puffles vanished into thin air. All that was left of Puffles was a patch of fur and a green puddle. I run up to Benny, his body covered in green goo.

"Well that was...unusual...OMG Benny! You're bleeding!" Benny rubbed his hand over his forehead and when he looked at his hand, his eyes widened as he saw red liquid pour from his hand. He winced in pain. "I-It's e-everywhere..." I forgot that Benny was afraid of blood. "We need to get you to a nurse!" I helped him up as we make our way over to Scarlet; for sure she could help us.

We arrive at her office. We walk in to see Scarlet munch on a salad. As I look closer, I see the croutons were replaced by rat heads and the dressing replaced by...rat blood?! I fake a smile, while deep inside I was disgusted.

"Hello Sky, want some?" She offers her rat salad. I smile nervously as I decline. "I'm actually here to ask if you could give a band aid to Benny." She notices Benny and gasps. He was shaking in fear while blood oozed from the cut on his forehead.

"There's no blood, there's no blood here..." He tries to assure himself as Scarlet wipes the cut and places a bandage on his forehead. "What happened?" I sighed. "Long story short, a demonic animal attacked." Benny rubbed his forehead. "Puffles has been Della's greatest fear since...y'know." I nod. "Anyways, thanks Scarlet. We'd be going now. Goodbye." We left as we exchanged looks. "You thinking what I am thinking?" He nodded.

"This is more than some trick."

*Time Skip* *Time Skip* *Time Skip*

Ethan's POV

It is Thursday; 1 more day until Halloween. I'm getting the final piece to complete my costume. I dig in my attic until I found it.

The Sun Saber XL

Yes, being the dork I am, I am going as the one and only Hans Solo. I really don't know what the rest of my friends will be; they have been keeping it a surprise for days. But Rory always laughs when I bring up the topic, Erica punches Rory, Sarah smiles, and Benny and Sky exchange looks. Wonder what they have planned...

But really, I have more problems than that.

Today, Benny emailed me about the events that have happened today. Della being chased by demonic Puffles. To be honest, with all the occurring events around Whitechapel, I am not surprised. I roll my computer chair over to my laptop and look over the notes I have made. These were some attacks from when they first started. I start to read

Sat. Oct. 25th- Mr G gets bombarded by huge spiders. I read over that one carefully.

Everyone at school knows that Mr. G hated spiders. So on Saturday, it was rumored that his whole backyard was covered in spiders. And get this- they were all at least 20 feet! It was so scary, that it scared other kids when they heard the news, but not as bad as Mr. G. He camped out in the school ever since. Poor guy was terrified about the huge spiders.

Sun. Oct 26th- Erica gets tormented by 20 feet bullies.

I sat there, stumped. How can people grow 20 feet and torment Erica out of all people. Erica didn't deny that bullies were her greatest threat. Bullies have stopped for years because they were afraid of Erica. So why start now? I continue on to my next entry.

Mon. Oct 27th- Sarah finds her evil self in the mirror.

I frown. Sarah said that she hated being a vampire. In fact, she even had a scary dream the other night about her reflection, that she shouldn't have, taunting her on how she shouldn't have a reflection, and how no one would love a bloodsucking demon. I got really angry when I heard this one because it wasn't true.

I loved a bloodsucker, and in no way did I think that she was a demon. She was nice...friendly...pretty...wait I'm getting off track.

Tues. Oct. 28th- Rory was surrounded by killer animals.

This one would seem unusual to some people, but not to his closet friends. Which to be honest, he had a few, one including me. He had confessed that ever since the demonic animal attack, that he had been scared of demonic animals biting off his fingers. Honestly, even I would be quite scared of them.

Weds. Oct. 29th- Della gets chased by demonic Puffles. I think to myself.

Puffles has always been Della's worst nightmare ever since Benny brought it back to life. This was the same, except by the way Benny described it, Puffles had peeling skin that was covering oozing green goo. And it was so violent that it could kill a person. I shuddered at the thought. Just this morning, it was on the news that Della was at the hospital, bites and scratches all over her body. The paramedics said she will be fine, but in my opinion, I don't think this supernatural stuff will fit in with her. In other words I think she might go mental.

Then there was 1 hour ago. I still shudder at the memory. With a shaking hand, I start to type my latest entry as I start a new paragraph.

Thurs. Oct. 30th- I get surrounded button-eyed versions of my friends and family holding needles

Yes I know it sounded familiar. Sky, Benny and I watched Coraline on Halloween last year, and I have been scared of it ever since. It was even more scarier when I saw they all had huge needles. My worst fear...

And to top it all off, there were dancing crackers dancing in a circle around me. It sent shivers down my spine just thinking about it. But as soon as I touched one of the crackers, everything disappeared. I really don't know what happened next.

Probably because I was on the ground crying my eyes out.

I read over the notes again. I copy and pasted everything into a email. As I type all my friend's emails, I think about the situation.

Mr. G...Della...Erica...Sarah...Rory and I...all chased by things we are somewhat afraid of... I spun around in my chair.

Fear.

It clicked. I scroll down to the bottom of the email and add one more thing.

It's a spellmaster.

I click send.

Benny's POV

I scroll down the email and read the last line over again.

It's a spellmaster.

I frown; what made Ethan think that? But then again,he always had a reason. He probably wanted me to confirm that, so I took out my spellbook and started to flip through the pages.

Animation spells, abstract spells, botched potions that you shouldn't do, cat fur removal spells? Why would they put that there? I continue to read on.

Division spells, electronic spells..that'll be useful! I smile as I continue on.

Flying spell, goblin spells..ew..How to make a love potion...ah here it is! I smile as my eyes fall on the section I was looking for.

Illusions. I flip the page as I start to read.

Illusions are made by spells caused by emotions. They play tricks on the human mind based on the emotion it''s made of. If the illusions are made of happy emotions, the illusion you would make would most likely be happy and rainbows. Beware mixing dark and twisted emotions based off revenge and violence into illusion spells; doing so would cause catastrophic results.

I shudder. Catastrophic results? No thanks.

I look over the email Ethan sent me as I scroll down.

It's a spellmaster.

Why would E think that... I start to type my findings as I think about the situation.

Illusions.

Fear.

The word played in my mind like a broken record. It all seemed so clear now. My hands start flying across the keyboard as my thoughts race faster than a race car.

Someone is making illusions based off fear.

I click send. I sigh as I log off and shut down my computer. I roll around in my chair and then flop myself onto my bed. I stare at the ceiling.

This is gonna be one hell of a Halloween.

Third Person POV

Friday October 31st: Halloween

Benny walked into the school, a bright red cape flowing down behind him. Many people admired his costume; it was made perfectly and Benny felt..well...mighty. Even jocks stopped and stared at his costume, who found it..well...amazing. Ethan, AKA Hans Solo, walked up to him, his jaws dropping to the floor.

"No way..." Benny smiled. "Yup, I'm the Mighty Thor!"

Benny wore a red cape that flowed to the ground. He had a silver chest plate and held Thor's signature hammer. In all, he looked very convincing.

"Whatcha think, don't I look mighty...Ethan?" Ethan ignored him, his eyes looking like they were popping out of his head.

"What could be so important that...whoa." Benny gasped.

And there was Sarah; decked out in a long white dress and had a black gun in a small belt wrapped around her hips. She had her hair wrapped tightly into 2 buns in the side of her head. She had a smile etched to her face, especially when she saw Ethan. She was Princess Leia.

"Like it?" She spun around. Ethan had a goofy smile written on his face. "Y-Yeah, g-great c-costume Sarah!" Ethan stuttered. Sarah squealed. "Now I can be the Princess Leia to your Hans Solo!" They walked off hand in hand. Ethan turned to face Benny once more. Benny gave him the thumbs up and they walked off.

Benny walked on as he saw Rory and Erica. He started to laugh as Erica rolled her eyes.

"Shut it dork. Rory insisted that he get some reward for when we defeated Debbie Dazzle, so he forced me to wear this. He's Batman and I'm...Robin." Benny laughed once more.

Rory was wearing a black mask and the famous Batman suit complete with a cape and the Batman logo attached to the chest plate. Erica wore long black leather boots and the green and red short dress, a short yellow cape flowing down her back. She wore a small black mask. She frowned. "Help me!" She whispered as Rory dragged her away. Benny chuckled as he turned around. When he did, his jaws dropped.

It was Sky.

She wore a long black robe and I saw a familiar uniform underneath it. She curled her blonde hair as my eyes fall to see her holding her spellbook and a fake wooden want. I see the Hogwarts crest on her uniform. "No way..." he murmured as she laughed.

Sky was Hermione Granger for Halloween.

"You look fucking magnificent Benny!" She admired his costume, grasping for words. "Thor eh? Sweet costume!" Benny looked stunned, thinking of what he should say.

"A-And I see you chose Hogwarts eh? Classy! I should have seen that coming; you have been wanting us to be the Harry and Hermione ever since we found out we were spellmasters. " Sky blushed.

"Get out of the way Baxter!" They turned around see two jocks push Talia Baxter. She had a face mixed with anger and hurt. But one thing was clear.

Her face read revenge. She looked at Benny and Sky and she walked off. Benny and Sky exchanged looks.

"Wonder what that was about..." Sky trailed off as the lights flickered off. Sky watched in fear as everyone in the halls, including Benny, disappeared. She trembled inn fear.

Sky's worst fear was to begin.

Sky's POV

I watch in fear as pictures of me being pushed around by jocks swirled around me. I stumble as words echoed through the empty halls.

Whore.

I see a bunch of jocks call me names as I start to feel tears running down my cheeks.

Crybaby.

Bitch.

Why don't you just die?

A razor appears. I watch as it floated around me. Fire swirled around me. I realize we are in some house fire. Damn, I hate house fires! Suddenly, Benny appeared, his eyes a dark red. He frowned when he saw me.

"Do it Sky." His demonic voice filled my ears. "You'll never be my friend, you were never my friend. DIE SKY, DIE!" Demonic Benny grabbed her neck. Suddenly the real Benny appeared. Demonic Benny let go of me.

"How are you here?" Benny shrugged.

"I dunno, but I'm going to stop you." He attempts to step forward as he realizes he can't. "Wait, what the heck?" Demonic Benny smiled. "This is Sky's fear, you can't stop them. But sadly, she's gonna die before you'll be her superman. And you'll have the honor of watching it all happen" Sarcasm dripped from his voice. I struggle for my next moves.

How would Hermione Granger do this? For one, how would Sky Bryans do this? I need some sort of plan, right now...I think about my situation, but the razor comes closer. Words swirled around me as me and Benny watched in utter fear. Demonic Benny laughed.

You don't belong.

You should die.

Why are you even here?

Can't you see no one likes you?

They're playing tricks on you.

My eyes widen, hearing a male voice in my head. Who the hell just said that?!

Who else? It's your Spellmaster's Instinct. Hey! Been a delay, but I'm finally here. You need to fight the illusions Sky. You know you can.

My thoughts race. Wait, you sound so much like- My thoughts were interrupted by its oh-so familiar voice. Forget me Sky, just go fight that illusion! My eyes widen.

They're illusions.

They are fake.

They are playing with me.

I growl at Demonic Benny. "Y'know, I don't give a fuck what you, or the others said. You are fake, and yes! I will touch the damn razor. Let's see who the bitch is now." Demonic Benny frowned. "W-Wait, b-but that's your fear" I smile.

"Remember, I beat Benny in everything." I touch the razor and everything disappeared. Demonic Benny screamed in agony as he dissolved to ashes. I smile. Benny was right beside me.

"Hey, you did it! I oppose to the whole 'beat Benny in everything' but the important thing is that you are here!" Benny hugged me. "Hey Benny, I do beat you in everything B." Ethan ran up to us.

"You guys okay? I saw the whole thing but Benny was the only one who could actually enter the room. I watched from a window. It looked like the house was on fire! But it's all understandable right?" I nod.

It was quite embarrassing, but I hated house fires. What if they just showed up when you are sleeping? Benny snapped me out of my thoughts.

"Hey, y'know, I'm sorta curious to know how you knew it was an illusion. I mean, even if you thought it was an illusion, how would have the courage to touch a razor? You've been scared of them ever since..." He trails off. I nod; no need to explain.

"I dunno, all I know is that...my Spellmaster's Instinct told me." His eyes widen. "It did?" My eyebrows widen. "Uh, yeah. It sounded so familiar. It was a boy though." Benny frowned.

"At least you have a dude! I have some chick. I am not complaining, it is pretty awesome, but yeah, I do get what you mean when it told me it sounded familiar. Mine sounds like someone I know, I just can't put my finger on it." I nod.

When can we just have a regular Halloween?

Benny's POV

We stay in silence. Ethan is the first to talk.

"So who could be the person behind all these attacks?" Sky is the first to respond.

"Talia." Me and Ethan exchanged looks. "What?" Sky nods."

"My Spellmaster's Instincts told me. She must be doing it for some sort of revenge." I nod, finally understanding.

"Yeah, I guess that makes sense. Earlier, before your attack, she was pushed around by some jocks. She must be doing this for revenge. And she got everybody in WC High..." I trail off, knowing that I made a big mistake. Sky and Ethan exchanged fearful looks. They understood. Sky shuddered in fear.

"E-Except you Benny."

Third Person POV

A large puff of smoke appeared in front of the trio. They yelped in surprise. Talia Baxter appeared, a long black dress flowing behind her. She was a witch for Halloween. But if you were any of the trio, you would know that is far from a disguise. She grinned.

"Great job. I see you have realized my plan. But sadly, you'll never live to tell your heroic tale." She raised her hands and summoned a bunch of spiders and bats. Sky, Benny and Ethan exchanged fearful looks. Suddenly, Erica, Sarah and Rory appeared. "You're going down bitch!" Rory yelled

They started to fight. Ethan used the Sun Saber XL to hit a bunch of illusion-based creatures. Sarah used her plasma gun to fight off the bats. Ethan grinned. "Nice moves!" She smiled. Rory and Erica flew into the air and killed a bunch of spiders hanging from webs. They dissolved. Rory smiled. "YEAH! That's what I call superhero combat! Warp 9!" Erica rolled her eyes, but you could see a hint of smiles. Meanwhile, Sky and Benny were fighting off Talia.

"Y-You can't win!" She stuttered, falling to the ground. Benny and Sky's power was too strong. "So long Talia!" Sky and Benny nodded and Sky said what seemed to be an oblivion spell. Talia screamed and fell to the ground. Before she disappeared, she raised her hand.

"D-Don't think y-you're getting a-away fellow s-spellmaster. I-I haven't f-forgot about y-you. Y-Your i-illusion will be the worst!" She disappeared as for Benny, the whole started to spin.

His worst fear was to begin.

Benny's POV

I was in a janitor's closet. I gulp.

She did it. She figured out my worst fear.

I saw a limp figure in the corner. I walk shaking steps as I walk towards the body. I gasp, closing my eyes once I see it.

It was a lifeless Sky. She had a golden knife stuck through her neck.

I-I'm too late. I think in fear. Words swirled around me.

Turns out you're too late.

I whimper as a pool of blood started to form around me. Great. Just fantastic. I start to feel queasy as I see words float from the blood as it swirled around me. The voice was Sky's, it sounded cruel and hurtful. I wince at the words.

You couldn't save me.

How could you carve our names if I'm already dead. I look at the wall where I carved our names. Tears roll down as they disappeared. Out came a new message that made me sob in defeat.

Benny + Timing = Dead Sky.

"N-No.." I whisper. My voice cracked as I fall on my knees. "N-NO!" I scream. My hand brushes against the golden knife. Everything spun as I realize I did the right thing. I weakly smile to myself.

Illusions. That's what they were all were. Illusions.

I see Sky run up to me. I rub my forehead to realize that it was covered in blood. The cut on my forehead from Puffles has opened again from me scratching my head against the floor. I groan; I really need to fix my fear of blood. Sky pulls out her gym towel and puts pressure on the cut. I wince at the pain. Sky had visible tears in her eyes.

"B-Benny. You okay?" I nod, wiping tears from my eyes.

"Y-Yes. Let's go home."

*Time Skip* *Time Skip* *Time Skip*

Sky's POV

Me and Benny just finished Nightmare on Elm Street. I turn around. Me and Benny were the only once awake. Benny went up to go get some drinks as I chuckle at the positioning of everyone.

Rory's head was placed on Erica's chest. It was hard to see, but a hint of a smile was placed on her face. I smile as my eyes fall on Scarlet, who decided to join us. She slept on the foot of Rory, snoring just a little. I smile. My eyes then fall on the couch that Ethan and Sarah were supposed to be on. They weren't there. I frown as I hear the door upstairs close. I shudder; I really didn't wanna know what was happening up there. Benny returned with some drinks. I smile. "Hey!"

"Hey." He says flatly. I frown; he's been that way since this afternoon. He always stared at my neck and even took a fearful glance at the concrete slab in my room. I pause the credits.

"Okay Benny what's going on? It's Halloween and you should be loosened up! What happened between you and Talia that could be so bad that it makes you act less...Benny?" He sighed.

"You really wanna know?" I nod, feeling very intrigued.

"I-It was the first time we met." His voice cracked with each word that came out of his mouth. He continued on. "I...I was too late. The knife was already to your neck. Y-You were dead. Blood pooled around me. But that wasn't my fear. My fear was losing you. Your words taunted me on how I was t-too late. Even our names that I carved into the wall changed. It said...B-Benny + Timing =... D-Dead S-Sky." He sobbed. "I-I'm sorry Sky! I'm sorry!"

My heart shattered as Benny sobbed in my shoulder. I rub his back. "Oh Benny, it's okay. I'll never leave you. I promise." He smiled. "T-Thanks Sky."

Silence passed between us for minutes.

"So...wanna watch the sequel? I'll get popcorn!" He smiled.

"I'd thought you'd never ask." We laughed.

Happy Halloween to us!

Third Person POV

A dark shadow raced through the night sky, faster than a bullet. The shadow stopped at its destination and takes human form. The sign of the place shimmered in the moonlight. Through the shadows, you could see the shadow smile.

'Whitechapel High.'

The shadow waltzed in through the gates.

Happy Halloween indeed.

A/N- BOOM! I just did that! Anyway hope you have a fang-tastic Halloween and I'll see you at the very dramatic Double Negative!

In Fangs, We Trust