"Carter!" Kelly shouted, firing off a blast from her shotgun. "Come on, let's go!"

"Go ahead!" Carter shouted. "FEAR!" A row of founding fathers went tumbling back. "I'll cover you! Dread! Horror!"

Kelly shook her head. "You can't…"

"I'm the only one-PANIC-left that can stop them!" Carter exclaimed. "I can't let them get-TERROR-out of the building! If they get loose, they could over run Philly! Fear, fear fear fear fear!" Carter grunted, sending of several whammy bombs. "Hank, get them out of here! I need space for my attacks!"

Hank licked his lips. "Already Carter…"

"NO!" Kelly screamed as Hank wrapped an arm around her waist.

"Go Hank! DREAD!"

Hank locked eyes with Carter as the young man paused after the last blast, understanding passing between the two. Carter was the only one that could stop them, and he couldn't do that while worrying about his friends. And he trusted him to get the girls out. "Carter…" Hank said, voice raw with emotion. "I'm sorry…for everything I did to you…"

Carter nodded his head. "Me too…now…go…my friend."

Hank managed to smile, tears in his eyes. "I'll protect them Carter, I swear to God, I won't let you down."

"CARTER!" Kelly screamed as Hank dragged her out of the door. "CARTER!"

Watching them go, Carter moved towards the door, kicking it shut with his foot. He sighed as he heard it lock, then turned back to the clones that were rapidly surrounding him. "You're not getting through…so the only person you have left to fight is me." He raised his hands, summoning his manipulation power to the surface. Beacons of heroism, Carter clenched his fists as the clones encircled him. "I will not die this day…not by your hands…PANIC!"

&&&

"Move it." Helena snapped, shoving Lee towards her car, gun jammed in his back. "Please don't give me an excuse to shoot you."

"Won't matter…way to late…" Lee laughed, his grasp on reality sorely shaken. "They'll be here soon…soon…"

Helena pressed the gun in harder, wondering how much trouble she would get in for shooting the idiot. Before she could consider the pros and cons, Marshal appeared from the shadows of the parking garage, dressed in a tarp and sopping wet.

"What did you do?" Helena asked.

Marshal growled. "You get to pistol whip chuckles here, I have to deal with Superbitch. Girl was ripping light poles out of the ground and throwing them at me!"

Helena frowned. "That…doesn't explain the water."

Marshal shook his head, tiny droplets flying off his hair. "Yea…me and the lady decided to take a swim in the river."

"Galatea…" Lee laughed. "no one threatens me without facing Galatea!"

"Not anymore, funny boy." Marshal snapped, leaning in close. "She's dead."

Lee blinked, his smile faltering for a moment. "You're lyin'." He stated, smile returning but not as bright.

"Keep telling yourself that. The girl dropped like a stone. Looked everywhere for her…"

"Great." Helena muttered. "We get to explain that to Thompson when he hand this idiot over."

Lee, however, was staring at Marshal, confusion written on his face as he tried to process Galatea's apparent demise. He body shook as he let out a half sigh, half laugh, struggling to figure out what Marshal was trying to tell him. 'It's…it's just not possible. It's Galatea…annoying, clingy…loveable, innocent, kind, gentle, beautiful Galatea.' Lee licked his lips. 'He has to be wrong…he has to be…she can't be…she can't be…gone…' Lee began to shake, though he didn't fully realize he was doing it. 'He's wrong…my Galatea…she wouldn't die like that…she wouldn't…she couldn't…'

"Galatea…" Lee whispered, falling to the ground. "Noooooo!" he wailed, voice like wounded animal.

"Jesus!" Helena shouted, startled by Lee's mood swing. She was furthered startled when her phone rang. Grabbing it, she violently flipped it open and hit speakerphone. "What?"

"Mrs. Daniels…you need to see this." The tech said, the screen flicking to a security cam. "He suddenly appeared…whoever was shielding him must be gone…"

Helena watched as the tiny figure on her cell's screen thrashed about, firing off several blasts before he was knocked down, a mass of men in powdered wings overrunning him and beating him down.

"Carter…" Helena whispered.

&&&

"Terror!" Carter shouted, throwing his hands about his wildly, trying to drive the mob back. The clones were closing in, and while he managed to take out a few with every blast, twice as many would take the empty space. He panted, knuckles bleeding and back bent from exhaustion.

He screamed as one clone grabbed him by his hair, snapping his head back and causing him to see stars. His arms pinwheeled as he fell back, sending out random whammy blasts. Landing hard on his back, Carter grunted as the clones began to assault him with kicks, old-fashioned shoes driving into his gut and chest. Carter screamed as one struck his face, blood pouring from his nose.

"fearfearfearfearfearfearfear!" Carter shot off rapidly, sending off several blast that took out 30 of the clones. He rolled onto his stomach, crying out as his broken ribs protested. Rising to his feet, he wobbled and weaved before he managed to fight off the darkness that threatened to overtake him.

Narrowing his eyes, he glared at the clones as he grit his teeth. "You want to get through? No on my watch…" He coughed, blood coating his face as he cradled his stomach. "…I still…have one last trick…" His body shook as his eyes began to glow silver. "All this time…I have had to watch what I saw. You know what its like, to live in a world where one misspoken word can kill someone? I thought these powers would take away my inability to speak…but they only gave me a new problem." The clones stared at him as Carter ranted. "But all this time, I feel this…bubble, in the pit of my stomach. And it just keeps getting bigger, and bigger…and when I use my power, when I make people feel what I want them to feel, it shrinks for a moment, just a moment." He opened his hand, energy dancing along his fingers. "But I've always held back, for safety. But you idiots…you can take what I have. So, let's take my finger out of the dike, and see if just how much water is behind the dam…" he turned his eyes skyward as he held out both his hands, the manipulation power coming forth. "PANIC!"

The blast was stronger then what he expected, Carter's body going ramrod stiff as his arms jackknifed straight. He looked like he had been crucified, hands glowing silver as all around him the screams of the clones filled the air. Carter pressed on, forcing the blast to continue, tapping deeper and deeper into his power. He could feel it, the bubble, and he brought it forth to the surface. His face was red, eyes clenched as he screamed the energy filling the room and out, venturing through the building. He trembled, digging deeper…

Carter's eyes snapped open.

"Oh God …" he managed to whisper, before his head was thrown back, the manipulating power firing out of his mouth and eyes, straight into the ceiling. His screams grew silent as his entire body glowing red save for his eyes and mouth and hands, which remained silver. The roof could not take the assault, and the energy managed to shatter it as it sought hosts to infect.

The dam had broken at last, and Carter Daniel's power had been fully unleashed.

&&&

(Moments Earlier)

"Stay here!" Hank shouted, laying Linda Frey out on a bench, before turning to Kelly. "Make sure she is safe."

"No!" Kelly shouted. "I'm going back in there to help Carter!"

"Someone needs to stay with Dr. Frey." He argued. "We can't leave her here."

Kelly nodded. "Of course. You stay here, and I will go back and help Carter."

"You can't…" Hank protested.

Kelly frowned. "Why not? I'm the better shot." Hank sputtered for a moment, and the editor rolled her eyes. "When I get back, we are going to have a long talk about equal rights in emergency situations."

"Hey!" A woman called out. "Get away from that building!" The dark haired woman hurried towards them, only to skid to a stop when she saw who it was. "Kelly Raegan?"

"Mrs. Daniels?" Kelly was dumbstruck at seeing her best friend's mother standing there in a black pants suit, gun in hand.

Hank looked back and forth between the two women. "T-t-that's Carter's mom?!?"

"Where is my son?" Helena snapped, in no mood to answer questions. "Where is he Kelly? Is he still in the building."

"Yea…I was just…"

"Stay here. I'll get it."

Kelly and Hank both shook their heads. "No way…"

BOOM!

Hank grabbed Kelly, pulling her back just as a piece of the Mint's roof hurtled down into the street, smoting the assault. Helena was diving back a well, eyes glued to the tower of energy that had fired out of the US Mint and into the sky, lighting up the Philadelphia night. They all were silent, petrified at what they were seeing before them. For people that had been around the impossible, this was too much to handle all at once.

Linda groaned, shaking her head as she struggled to clear her thoughts. Sitting up, she found her throat was dry and lips chapped, and considering she was the mistress of water, that was a bit ironic. However, she had no time to contemplate that, judging by the column of silver energy that was touching the clouds.

"What the hell?" She murmured, holding her palm to her throbbing skull. "Did we…" She squinted. "Carter?"

The spell was broken, Hank, Kelly and Helena turning to stare at each other. "Carter." They all whispered, before rushing towards the building.

They only made it 4 steps before each was driven back, clutching their heads, screaming and crying out. Linda, realizing they were in danger, held up her hand and fought through the pain to summon a blast of water from a fire hydrant to push them back. Gasping, Linda staggered to them, falling to her hands and knees.

"What…?"

"Carter…" Hank managed to get out, shaking off the mild whammy. "Its Carter…"

"He's doing this." Kelly whispered.

Helena gulped. "Something's wrong."

&&&

Seth stood on the ledge of the Natural History Building, watching the events unfold. He had been carefully looking out for Carter, ready to step in should Lee's clones get out of hand. But he had not expected this.

He had not expected a tower of Carter's manipulation power to ascend skyward, dwarfing even the tallest skyscraper in Philly.

The Frenchman knew the danger the city now faced. If this blast were to expand, all those that dwelled here would be caught in the blast, the chemicals in their brain altered to induce fear, panic…it would lead to chaos, mayhem, anarchy the likes of which the world had never seen. Those too weak to survive would be killed in mere moment, their hearts unable to handle the strain. The people that survived the first moments could be scarred for life, their minds lost.

'Its all up to Carter now…he's the only one strong enough…to save Philly from himself.'

&&&

Carter was in agony.

It felt as if his soul were being ripped to shreds, reduced to ashes, then glued together so the process could be repeated. His skin felt like it was melting off, his eyes burned, his throat roar, his ribs screamed in protest. He could no longer feel the blood that poured from his broken nose down his face, or the blood that was now coming from his ears and mouth. His spine was to its breaking point, the manipulating energy forcing him to bend back farther and farther.

All he could feel was pain.

And then…a light in the darkness.

"Fight Carter."

The voice was soft, loving, but also strict. Caring yet forceful, it broke through to his pain-addled brain and drew his attention to it and away from the agony that were these last few minutes.

"You are not meant to die this way" The feminine voice stated.

Carter pushed harder towards the voice, the pain dulling as he focused on the woman's soft spoken words.

"You are a hero, the heir of Isaiah." The voice scolded. "Men of you standing do not give in so easily"

In that moment, Carter knew what he had to do. Straining with all the force he had, he drew his arms towards his head, every inch feeling like a mile. He could feel the voice coxing him on, cheering him on as first his right, then his left hand grabbed onto the hair on the back of his head. He tensed his muscles, as if waiting for some signal.

"Do not die a monster"

Carter screamed, driving his head forward with all his might. He could feel the muscles in his neck tear, the strain too much. But it didn't matter. Nothing mattered anymore then stopping what he had started. The clones were dead, the city was safe…all that remained was the clean up the final danger.

Himself.

He could not be allowed to harm another soul.

As he fell to the floor, Carter forced his head into his knees, his scratchy throat filling with acid as he screamed. He shielded his face with his arms, moving into the fetal position as he sent everything he was sending out right back into him. Tears of blood ran down his face as he cried out, all the fear, all the terror…all the panic he had sent out returning within him in one final blast.

His body shook as he screamed; yet he never let go. He never considered it, not for a second. Carter held out, suffering pain that no mortal had ever felt, or would ever feel again. He would do this alone, by himself…for Carter Daniels was a hero.

And as his vision failed him, he saw not darkness but light. The purest light he could imagine. He felt the world melt away, he felt the weight leave his soul and free at last. He saw his friends and family, one by one.

He saw Linda.

He saw Kelly.

He saw Hank.

He saw his mother.

He saw his father.

He saw Claire.

Carter smiled.

"This is not the end, brother" The voice whispered.

Then…nothing.

&&&

"It…stopped." Kelly said softly.

The group nodded, taken by the sudden change. One moment, the column had been above them, like some terrible Tower of Babel, the next it had seemed like it would fall, crush them all. Yet, as they'd closed their eyes, the blow had never come, and they found the energy done.

"What…what happened?" Linda asked.

"Carter." Helena whispered. "Carter happened." She grinned, racing into the building, Carter's friends close on her heels. Kelly ripped open the security door, leading them to the manufacturing floor, all of them calling out for Carter. A few minutes later, they reached the door, and Helena threw it open, rushing forward…

…only to freeze.

Hank nearly ran into Carter's mother, skidding to a stop just in time. He looked over her shoulder, and immediately felt the contents of his stomach rise in his throat. He turned, losing the battle, bile and stomach acid spilling onto the floor and drenching the drawings of the founding fathers that littered the concrete floor.

Kelly felt as if her whole world had been shattered as she stared at Carter's broken, limp body. Her vision blurred from tears, her throat constricted, and she could not stop the scream that rose through her.

Linda fought once more to remain conscious. However, at the moment…she could not help but wonder if the world of sleep would not be better then this dark reality.

Helena rushed forward, falling to her knees and gathering Carter's broken body in her arms. She ran a hand along her son's face, tears in her eyes as she cupped his cheek in her palm, tender fingers running along the dried bloodlines running along his face. The others slowly gathered round as a trembling hand played with his hair, brushing it from his eyes.

"Carter…" She whispered, smiling softly. "Momma's here, baby. Momma's here, and everything is gonna be better. We need to talk…I have so much to tell you." Her voice warbled. "Then, we can go home sweetheart. We can go home, and we can watch TV, and play games, and eat pizza…" Her voice cracked. "so you need to wake up baby. You need to wake up for me, ok? You need to wake up." She clutched him close. "Please…please…" She looked up, through the hole her son had made, to the stars above. "I'm sorry…I'm sorry." Helena began to cry. "Don't take him for me. I'll do it right this time…I'll make it up…just bring him back…please…please don't take him from me…please…"

Kelly was sobbing now, her face buried in her hands. Hank was standing off to the side, eyes never leaving Carter's body, tears running down his cheeks. Linda ghosted her fingers along Carter's neck, hoping beyond hope…

…and coming up empty.

"He's…he's gone." She whispered. "Carter's gone."

Helena let out a anguished howl, pulling her son's head to her breast. She rocked back and forth, crying out at the unfairness of the world.

"Carter…" She gasped, heartbroken. "Carter…"

&&&

Author's Note 1: Don't kill me! I have two more chapters, and I beg you to please be patient. We still have a lot to cover, and I promise, Elsewhere's first season still has some surprise twists left that will blow you away, and perhaps even a happy ending. Please remember to review, ask questions, give opinions and theories, or even suggests of what you want to see.

Author's Note 2: This chapter was planned out during the first break of Elsewhere, in December. I have both waiting and dreaded this chapter, and it is bittersweet to see it posted. I myself broke down writing Carter's death scene, as well as Helena's monologue. Infact, I'm getting tears in my eyes right now. The song that this scene was scripted to is fitting enough, and I ask you to stop after reading this song and simply list to it: The Fray's "How to Save a Life"

Author's Note 3: Molly and Vally's powers are different. Molly can find any person, just by thinking about them. Valencia can see people with powers, see the genetic difference that make them different from normal humans.

Author's Note 4: Thank you…to all the readers, to all the fans…just…thank you. Please, keep reading.