Please see prologue for disclaimers/warnings

A/N: So... I am working 3 12's in a row... and the computer's giving me trouble, and I'm really tired after last night... but I'm determined to get this posted in its entirety before it becomes AU, so I hope to update once/day until this is complete. Thanks again to all who reviewed, favorited, and read. To the reviewers a special thanks since every bit of feedback you give me helps me to figure out what to work on for my future projects. On to the next part :)

Part 3 A

Two days later things were finally back on track. Sort of. Sam had ultimately decided to cut his journey short sooner than planned, and he was at peace with it. His presence would no longer endanger Castiel, or any poor slob that happened to be in the wrong place at the wrong time. He found the idea to be freeing, but planned to keep it private for now. Castiel didn't need to know yet, not until the time came. And he did have one more place he wanted to go before everything would finally be put to rest.

The BeachWalk Carnival. A theme park an hour south of Santa Cruz that his family had totally bypassed on that previous trip, being deemed a "tourist trap" by their father. Sam had longed to go as a child, and this would be his last stop. The end of the line. Dean had called him a dweeb for wanting to go then, he would probably be of the same opinion still, but Dean wasn't here this time.

Sam adopted a far away smile as he sat on the motel room bed in front of his laptop, unused for months. The BeachWalk Carnival was a beach-side amusement park that had it all. Rides, live music, arcades, food... all on the beach. Fingers flickered over the familiar keyboard. The website showed it all. An excellent way to plan this, his last outing. But it seemed that a few attractions were currently closed. Several in fact. Sam squinted at the screen. There were times he wished he could let things go, but accustomed as he was to research and sniffing out the paranormal, he found himself digging deeper. And of course there had to be something strange about these closures. There always was.

The first incident, several weeks ago, had something something to do with an attraction called the Scare Stroll, which was supposed to be frightening by definition... but apparently there had been injuries. A near death in fact. Witnesses had described heavy objects being hurled at them, and feelings of suffocation, anxiety, coldness. There had been other, less intense sightings in the other attractions, which had apparently led to their closure as well, as a precaution presumably while maintenance assessed the areas. They had yet to reopen. Sam wondered to himself if this might have been a publicity stunt gone too far, but since it had all the trimmings of a haunting, it really needed to be looked into.

Sam shook his head, resigned. Somehow he kept getting pulled back in. Soon, however, he found himself smiling because, really, this was the way he wanted to go out anyway. Sure, playing around in a theme park had been a childhood dream, but he realized that hunting was his true nostalgia now. Might as well take out some dangerous supernatural creature as his last act on earth. Save a few lives. Put a soul or two to rest. That would be an okay last legacy he guessed. Then Castiel could snap his fingers, or whatever he was going to do, and it would all be over. His grin widened as he shut off his laptop.

Then Castiel was there, cartons of the Chinese food Sam had ordered in hand, fortune cookies balanced on top. He placed them neatly on the small table across from the beds and started opening the boxes without a word. Sam found he actually had a real appetite today as he wandered toward the odor of freshly made take-out. After so many months of forcing himself to eat, due to poor appetite and nausea, he noticed these symptoms were all receding. He was finally feeling better. He breathed deeply and smiled.

They ate sitting in the room's only two chairs, Sam crunching an egg roll while Castiel helped himself to the chicken and rice. Sam was grateful that Castiel had decided to join him for meals lately. It made him feel less lonely, more the way things were supposed to be. An unexpected kindness based on insight Sam didn't realize Castiel was capable of, but he appreciated it nonetheless. Unable to contain his excitement, Sam filled the angel in on the park and the unusual happenings there between bites.

"You know this could easily be a trap," Castiel said, head tipping slightly.

"Or it could be a simple haunting and we could stop it," Sam countered, spirits dampened, eyes locked on his food. "Maybe save some lives."

Castiel shook his head. "No... Sam, haven't you learned anything from the last time?"

"Cas," Sam started sharply, then took a deep breath to calm himself. "Castiel, it seems to me that these demons find me whatever I'm doing. I go to the park, they're there. I go to eat dinner... they're there too. I totally expect to find one next time I go to the bathroom. They hardly seem to need to set a trap, do they?" He put his food down in aggravation, stood and began to pace in tight circles.

"It would only help their cause," Castiel said, putting his utensil down as well, eyes following Sam's dizzying path apparently unfazed. "They know we are on our guard."

"Listen," Sam continued, "I'd like to at least try to make a difference... one more time." He passed a hand over his face in frustration. "You can help me...or try to stop me if you want to. End it all here and now. Otherwise, I'm doing this, with or without your help."

Castiel just looked at him for a moment, then turned away slightly, a small sigh escaping his lips.

"Okay, Sam," he said. The perturbed look on his face was impossible to miss. "If that's the way you want it."

"We'll go tonight then," Sam said decisively. "Don't worry, I'll be prepared. If there are demons there, I won't argue with you about leaving this time."

Castiel simply looked down at the floor, nodded slightly and was gone. To cool off, Sam assumed as he sat to finish eating by himself. If he wasn't back by evening, Sam would just go alone.

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Night had come an hour ago, and still Sam saw no sign of Castiel. Perhaps he had abandoned him to his fate... angels or demons, whatever might come. The angel wasn't answering his cell phone either. It went straight to that strange voice mail that Dean had set up for Castiel months ago. Maybe the angel didn't bother to even check it anymore. Sam didn't leave a message. If Castiel was hoping that Sam wouldn't go without him, he couldn't have been more wrong.

Sam's mouth was a grim line as he gathered what few hunting tools he possessed into his worn backpack and slung it over his shoulder. Some iron, a knife, some rock salt, kerosene, lighter... he had no sawed-off this time. No arsenal to choose from as he had in the past when he and Dean hunted out of the trunk of the Impala. He would make do. He was after all more powerful than he had been when he hunted before. In many ways he felt bulletproof... well, after the incident in the diner, maybe only bullet resistant. He felt certain he could handle himself against a simple haunting. He brought holy water and a crucifix as well... just in case Castiel had been right about the demons.

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The BeachWalk was only a ten minute drive from the Easy Stay. As Sam pulled into the parking lot in the small battered car they had been using, the lights of the amusement park sparkled and gleamed in front of him. There was a light mist of rain mixed with surf in the air. He paused, breathed it in, shrugged his pack onto his shoulder, and made his way toward the entrance.

Soon he was surrounded by lights and people and noise, the scent of corn and barbecue and greasy sweets vying for his attention. Sam turned on his heel in a dizzying circle, a smile playing over his lips, waiting for the nostalgia to hit him. But the feeling he expected never came. Sam had imagined he would be enthralled, happy... but, as much as he wanted to be drawn in by it, after a very short time he realized that this was not for him. It never was. He gazed up at the lights on the giant ferris wheel and slumped a little, a wistful expression on his face. The bustle of the crowd and the shrieks and giggles as ride-goers twirled and plummeted in their seats echoed and receded in his ears as he finally steered himself toward the darker side of the park. The side where he belonged. A brief reconnaissance later, Sam was prepared once again for his descent into the supernatural.

The back end of the park was fenced and taped off, but nearby security staff were bunched together in a private group, puffs of smoke and laughter coming from their lips. Occupied as they were, nobody noticed as Sam slipped through into the darkened area and made his way toward the long red-roofed building that he knew housed the closed attractions. The signs for the Scare Stroll with its campy images of ghouls and other monsters and beasts stood out garishly despite the dim lighting. A red 'pardon our dust' sign stood outside the door. Sam made short work of the locks and chains and slid silently into the lobby.

The world inside was a stark contrast to the excited clamor outside. Reality seemed to shut off once the door closed. The profound quiet in the abandoned lobby swelled in Sam's ears like it would explode. Emergency lights glowed, but threw bizarre shadows in random places that almost seemed to move. It was unusually cold too. Sam shuddered before he caught himself and continued through the main hallway into the closed attraction.

The displays to either side of the walkway would have looked common, banal in the light of day, but in the half darkness they seemed to jump out despite their perfect stillness. Sam continued on, slowly, searching for the true monster in this sea of imitations. He wanted to see it to get an idea of what he was up against, but whether this ghost would show itself to him was another matter. If it did, Sam believed that he could dispense with the usual formality of salting and burning and, with his current abilities, send it to the afterlife without much effort. That was the plan anyway.

Wax beasts lined the walls, skin blemished or furred or gaunt with glassy eyes and foreboding stares that tracked everything at once. The air in the building seemed increasingly musty and damp as if, with the closure, all the air circulation had been shut down as well. It had a faintly sweet burnt scent to it as well. Perhaps an electrical problem. Sam wrinkled his nose and sniffed a little. Then through the quiet a small sound caught Sam's attention. He paused briefly, smiled and continued cautiously on.

The passage twisted ahead of him, wide but indirect. A maze that created no wasted space, just a multitude of corridors that moved inexorably toward the center of the building. After a time, the corners were closer together and Sam knew he must be nearing the center. Squinting his eyes against the shadows, he saw it. A glow up ahead. Faint, yellow-gold, past the next turn. The smell was stronger here too, still charred and sweet. He braced himself and turned a final corner... and fell back a step at the sight before him.

There, illuminated in a ring of Holy Fire, trapped like a bug in amber, was Castiel. He was on his knees, head bowed, hands bound behind him, a cloth gag in his mouth. Sam's eyes darted around, but saw no signs of anyone... or anything else in the room. There were several doorways leading from this main room, each marked with a glowing red and white exit sign. He didn't see any signs of movement at any of them. Although this was obviously a trap, perhaps it was a currently unguarded one. Sam could only hope.

"Castiel," Sam whispered, then when there was no response... "Cas!"

Castiel's head snapped up, eyes widened in fear. There was blood on his face. He shook his head slowly and looked back to the doorway that Sam had entered through, then nodded sharply toward it.

Sam stood there for a moment, looked around once more, then shook his head. It was just the two of them here as far as he could see, despite the prickling on the back of his neck that told him it wouldn't be that way for long. That didn't change the fact that he couldn't... wouldn't leave Castiel here. Not like this. He approached the circle. Castiel rolled his eyes, glanced away, then back with a look that demanded Sam's obedience. The angel clearly wanted him to leave, but Sam wasn't one to obey. He never had been.

Sam tossed his backpack to the floor and, as he shrugged off his jacket, he saw them, shadows in the half darkness. Perhaps a dozen demons. As they approached, he even recognized two of them. So it seemed Crazy Larry and Dirty Mary were demons after all. He found himself remarkably unsurprised.

Turning back to the ring of fire, he thrashed at the base of the blaze with his jacket until there was a sizable opening in the flames. Once inside with Castiel, Sam pulled the gag from the angel's mouth, leaving it to hang around his neck. Castiel fixed him with an urgent stare.

"Sam," Castiel rasped out, "What are you doing? You have to get out of here now."

"That's fine with me, but it's a little late to just walk out the way I came," Sam said, glancing nervously over his shoulder as he worked on the ropes at Castiel's wrists. "Like I said, I'm not arguing about leaving your way this time."

The ropes fell to the ground, but Castiel made no move to transport them away. Sam looked confused.

"Well, how about it Cas," he said uneasily. "Let's go. Zap us out of here."

"I can't," Castiel sighed.

Sam's eyes narrowed. "Why not?"

"Sam... as I thought, this was a trap. And I foolishly walked right into it... as did you." Castiel shook his head. "I'm not sure where they are drawn exactly, but there are sigils here, somewhere, that bind my Grace, they prevent me from using my powers. I can't 'zap' us anywhere." Then the angel looked down as if in shame. "There's not a lot I can do at the moment."

Sam glanced up. The dark figures were closing in around them, gathering at the opening of the fire ring. Sam reached out with his hand intending to squeeze the first demon from its host. The demon he had been focusing on, the nearest one, staggered back a little, then just smiled. A drop of blood fell from Sam's nose and he put his hand to his head as a jolt of pain struck him between the eyes.

"Losing your touch there, huh Sammy boy?" It was Larry, crazy spinning eyes and all. "The angel here managed to take a few of them out before we took him down, but you... you're completely ineffective, aren't you?"

Larry held up a hand and the demons stopped converging. Mary stood at his side, swaying strangely, as if in a trance. The flames made her eyes look hollow, ethereal, and bleak and her stare bored into Sam. Then her mouth dropped open slightly and a trail of saliva fell onto her blouse. Despite the initial disgust, Sam felt a pull at his chest. Not anything tangible, but an emptiness that made him dizzy. It was as if he were being drawn thin, being pulled toward her, though he wasn't even moving.

"What the hell," Sam said, brow pinching, shaking his head to clear it. "What kind of demon are you?"

"Not a demon, Sam." Castiel said, still kneeling. "It's a souleater. It must have imprinted on you at the petting zoo. You must have come into physical contact with it at some time." Sam reached down to help him, and the angel pulled himself stiffly to his feet while Sam's eyes remained fastened to the creature before him as if by force.

"A souleater..." Sam said and Castiel nodded.

"And it's very hungry," Mary said darkly, expression slack, needy. Larry laughed.

"It will devour your soul and take your power into itself... It will take you into itself," Castiel whispered urgently at Sam's side. "Whatever you do, don't let it touch you again."

Then Larry waved a hand and the demons began to close in once again. Sam turned around, searching for a way out.

"Bring him," Larry said.

"Leave, Sam," Castiel whispered harshly, nodding toward one of the exits. "Get to the door... now. I'll keep them occupied."

Before Sam could contribute his thoughts on the matter, Castiel maneuvered until he was between Sam and the demonic contingent, then he suddenly threw himself in their center, straight into Mary. There was a knife in Castiel's hand... an ordinary knife, filched from Sam's backpack he realized. Sadly the demon killing knife was long gone. Sam watched momentarily hypnotized as Castiel ripped Mary's blouse from the bottom up and began to cut a symbol on her belly. Mary shrieked... an unearthly howl that pulled at Sam once again. She struggled to free herself, but Castiel clung fast. Sam paused, glanced around for the nearest exit.

And then, in that scant instant, two demons surged forward from the pack to restrain Sam while those remaining threw themselves on Castiel, kicking him, pulling him, trying to rip him from his target.

Somehow the angel held on to Sam's knife, continued to carve into Mary's pale flesh. Black blood seeped from her wounds and Sam felt a sudden irrational compulsion to help her. She was calling him, screaming to him. Absently, he wondered why he should feel empathy for this thing that was hungry for his soul. It was part of this 'souleater' crap he assumed. He shook his head like a dog shaking off rancid pond water, forced himself to focus on the issue at hand.

Sam struggled with the demons restraining him, but their hold was like was like iron at his shoulders. He couldn't understand why he was suddenly so weak. First the diner, now this... this was even worse. He reached for the flask of Holy Water in his pocket, but a blow from one of the demons sent it skittering on the floor and into the flames. There were few options left.

Then with one last burst that Sam knew would cost him, he focused all his power on the demons at each side. Blood poured from Sam's nose and he started to feel woozy, but the demons grip slackened... just enough. He pulled away, staggering from the pain behind his eyes, almost falling to the floor in his campaign to escape, and then he was free, and his captors were off balance, torn between retrieving their captive and the shrill screams Mary was still making under the ministrations of the knife wielding Castiel. Sam sprinted to the door... and stopped, glancing around, looking for something that should be there, somewhere.

Looking back into the room he saw that Castiel was bloody and beaten. The knife finally rattled from his limp hand and the angel was dumped unceremoniously to the floor, curled into himself. Then he was dragged away from Mary while the demons surrounding him continued raining blows. As a particularly vicious kick struck Castiel in the temple Sam jerked forward instinctively, as if to help, but Castiel fixed him with a stare, just before his eyes rolled back.

"Sam," Castiel rasped out through bloody lips, forcing himself to focus once more, "you have to leave... now!"

But then the demons were again upon Sam and any hope for escape was gone. Castiel closed his eyes, turned away with a despairing sigh.

Demon fingers clenched painfully into Sam's shoulders and Larry laughed again. But then, unexpectedly, Sam was laughing too. There by the door he spotted it in the flickering light; high and to the left, covered over with spray paint and hanging pieces of a tattered plastic curtain... surely a code violation. Eyes narrowed and glittering in the firelight, Sam reached out and jerked the handle of the fire pull station. Water from the sprinklers flooded the room... and then screams flooded it as well. Each demon fell to the ground, writhing, smoke billowing from reddened skin, seeping through saturated clothes. Larry knelt by Mary, holding her hand tightly, and watched it all. Glaring in anger, he wasn't laughing anymore.

In the confused tumble of tortured demon bodies, Sam made his way to Castiel, and after pocketing his bloody knife, hauled the injured angel bodily to his feet with a grip around Castiel's middle and the angel's arm slung over his shoulder. They made their way to the door unopposed, Castiel stumbling along at his side, Sam dragging him forward, and they ran into one of the darkened corridors, the dying light of dampened Holy Fire guttering at their backs.

"You have nowhere to go," a sing-song voice called behind them. It was Larry again. Then his tone was angry, venomous. "You're trapped here... it's only a matter of time."

The hollow echo of Larry's voice followed them and Sam found himself praying... actually praying that he was wrong. But hidden from Heaven, a weakened angel at his side, he couldn't help but think that there was no one left to listen to his prayers.

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