A/N: And here's the next chapter enjoy! ^^ btw whilst this fic has mostly humour to it, it will also have some drama as well.

Helen ran and ran and ran all the way back to her room and flung herself on her bed, burying her face into her pillow. She sobbed into her pillow. She couldn't believe this was all happening again! All those nightmares that she had face along with NIGHS were back and all the fear and regret with them and this time it was far worse, this time she could actually die!

She didn't even notice when Claris walked into the room until she placed a hand on her back. Helen gasped in surprise and turned to look at Claris with her teary blue eyes.

"Are you okay?" Claris asked gently, she gave the girl a sympathetic smile.

Helen roughly wiped her eyes on her sleeve and briskly got up, fixing Claris with a firm and resolute glare.

"If you followed me to try and convince me to fight with you then I'm afraid to say that my answer hasn't changed!" Helen said firmly, crossing her arms across her chest. "I just can't-"

Helen was cut off as Claris wrapped her arms around her and pulled her into a tender hug. Helen was at first taken back by this but after she processed what was happening she slowly put her arms around the older girl and rested her head on her shoulder. The two stood like that for a while with Claris rubbing comfort circles on the blondes back.

"Thank you" Helen said in a hushed voice as she lifted her head off of the pink haired girls shoulder. "I really needed that"

Claris smiled as she separated from Helen and grabbed both of her hands and took her back to the bed where they sat down.

"I'm not here to try and convince you to fight I just want to say that I understand your feelings, that and this is my room" She joked making Helen giggle softly.

"It wouldn't bother me so much if we were in Nightopia, at least there we had NIGHTS to protect us" Helen looked sadly at Claris. "If Elliot hadn't pushed me out of the way when he did I would have been a scratching post for that horrible Nightmaren but one inch closer and Elliot would have gotten a large gash on his back! Not to mention that you and Will could have been blown to bits by his rockets!"

"I know what you mean but I was scared too" Claris told her.

"But you took him on without hesitation and took him down effortlessly!" Helen retorted.

"That doesn't mean I wasn't scared all Nightmarens scare me, but I manage to overcome it for my dreams" Claris pointed out, lightly rubbing her thumbs over the back of Helen's hands. "But don't you worry we'll take care of them!" She assured with a firm nod and a confident smile.

Helen smiled gratefully. "Thank you"

"Don't thank me, thank Will!"

"Will?" Helen tilted her head in confusion.

"Yeah, after you ran off he told me to go and see if you were okay" Claris smiled. "He probably would have come himself if boys were allowed in the girls dorm"

Helen smiled softly and her eyes turned to the side, she was obviously thinking of her friend.

"He's a pretty nice guy, you're lucky to have him as a "Friend"" Claris grinned, giving her a wink.

Helen's cheeks flared when she caught the teasing tone and smirk. "Uggghhh!" She groaned, grabbing her pillow and slapping it right on Claris's head making the girl squeal in shock! "I could also say the same about you and Elliot?" She retorted, after that the two were chasing each other around the room, sending pillows and feathers flying!

"Oh and one more thing, here" Claris reached into her pocket and retrieved a blue, diamond shaped pendent from her pocket and handed it to Helen.

"A good luck charm?" Helen asked as put it around her neck and gave it a look.

"You could say that" Claris giggled "Owl said that even if you don't want to fight you'll still be a target for Reala, so if you ever need us just think about us and talk into the pendent, it even works for NIGHTS and Owl" Claris smiled, showing Helen hers which was yellow.

"I'll keep it in mind" Helen smiled softly, looking longingly at the Gem, it was lovely and Helen had the feeling that it was more of a gift than a precaution. "Thank you" She smiled, holding it to her chest.

Will in the meantime was waiting impatiently on one of the Campus's benches, tapping his heel against the ground.

"You know if you keep that up then you're gonna make a hole in the ground" Elliot smirked as he leaned over the back of the bench.

"I can't help it" Will muttered, pursing his lips together. "I'm worried"

"Me too, I'm worried that I'm not gonna be able to find a new shirt in my size" Elliot joked earning him a glare from Will. "Relax will ya, I'm sure that Helen is fine" He said, raising his hands in defence.

"You think so?" Will asked with a sigh.

"Positive, dude" Elliot assured, patting him on the shoulder.

"I'm really sorry you two" NIGHTS sighed as floated a few feet above them. "We came here to warn you but we just wound up dragging you into our problems"

"Don't blame yourself NIGHTS" Will said with a sympathetic smile.

"Yeah, it's Reala's!" Elliot pointed out. "I bet he's looking down us right this second through that ugly mask of his!"

This was an insult that Reala would not take sitting down.

"Ugly?!" Reala scoffed. "I prefer glamorous!" He scowled through the Dream Fountain, Elliot would pay for that!

"There's still one thing I don't get" Elliot said, addressing Owl.

"What would that be young man?" Owl asked, flapping around Elliot's head.

"Firstly stop spinning around so much you're making me dizzy!" He snapped in agitation as he grabbed the portly old bird,

"I say! You must respect your elders!" Owl groaned as he wiggled free of Elliot.

"Yeah whatever" Elliot rolled his eyes, Owl could see that he and NIGHTS shared a lot in common. "So what was up with Clawz? Last time I saw him he couldn't do all that stuff with the planes and the claws so what's up?" He asked.

"Yeah the same can be said for the Goodles" Will added. "Before all they ever did was just fly away but now they're actually fighting?"

"I'm afraid..." Owl sighed "...that Reala is using the fear to not only revive the Nightmarens but also make them more powerful, this is how they can be here and sustain their abilities"

"Which means just as much trouble for us" NIGHTS added.

"So how many-" Elliot cut himself off as he noticed a pair of students staring at him, by the looks on their faces he could tell that they had seen him talking to air. Elliot felt his ears burn with embarrassment and sheepishly waved at the two who were now eyeing the jagged rip of fabric that was sticking out from behind his shoulder.

Will smirked as he got up and draped one arm over Elliot's shoulder. "Don't worry about him, he was dropped on his head a lot"

Both students gave an understanding nod before walking away.

"Phew that was a close one" Will sighed in relief as he retracted his arm.

"Ahem!" Will felt a chill go up his spine and slowly turned his head to the angry face that was now glaring daggers at him. "Dropped on my head eh?" Elliot said icily. Will began to back away as Elliot cracked his knuckles. "Maybe I should show you some of those wrestling moves I was talking about earlier" He grinned dangerously.

"Have mercy!" Will begged as he took off like a rocket with Elliot hot on his heels!

"Oh how I do wish they would take their situation more seriously!" Owl groaned, face palming with one of his wings whilst NIGHTS looked on with amusement.

A few days passed and classes started, NIGHTS and Owl having no need to eat or sleep took up residents in the school library where NIGHTS would spend most of his time playing his music and Owl reading the many earthly books that he had been dying to read for a while and no amount of noise from NIGHTS would distract him. As for the four dreamers they were able to fit into their new school life easier then they had thought they would, Claris quickly gained the admiration of her classmates with her angelic singing voice, Elliot had joined the school basketball team and Helen her School's orchestra, as for Will he was doing great on his new soccer team but academics were not his forte.

"Ugh! Why is math so hard?!" Will groaned, face planting into his open math book.

The four had decided to take advantage of the good weather to have a study session/picnic on the outskirts of the school where they could speak to NIGHTS and Owl without attracting the unwanted attention of their peers.

"It might help if you actually looked at your book for more then five seconds" Helen giggled as she looked up from her own book.

"Yeah Willy boy! You just need to focus" Elliot grinned, earning him a cuff around the ear from Claris.

"Like you're one to talk about focus" She huffed shaking her head in disapproval.

"I don't understand" NIGHTS muttered as he looked through the books that the four had brought. "How is this suppose to help you?" He asked.

"It doesn't" Will replied grumpily, turning his head to the side so he could be heard.

"Why would your teachers do that?" NIGHTS asked, tilting his head in confusion, the Nightmaren had learned a lot about the waking world and his customs but he was still a little slow on certain subjects.

"They don't really NIGHTS" Helen said in amusement. "Will's just saying that because he's grumpy"

"Ohhh" NIGHTS nodded. "I know what might help, just don't think about it too much" He smiled. "Whenever I'm flying I just let myself go and it all becomes clear"

"Thanks for the tip NIGHTS but I don't think it's going to help me out much" Will sighed.

"It's not that hard Will" Helen smiled as she slid the book Will was using as a makeshift pillow from under his head and urged Will to sit up.

"Oh? Okay?" Will blinked as he sat cross legged and looked more attentive.

Elliot smirked at the two, he could see it but could they? He was brought out of his cocky thoughts as he was unceremoniously bopped on the head by the spine of Claris' math book.

"Stay focussed!" Her voice was strained with agitation which meant that either Elliot get back to studying or she'd start using his head like a personal table for her book!

It was no surprise that Helen was able to help Will with his studying, being from a high class family Helen would get an excellent education that not many girls her age had the privilege of getting but she was anything but your typical spoiled rich girl, her mother had always taught her humility.

"Alright, that should do it for now" Helen smiled, once an hour had passed.

"Great! Now we can eat!" Elliot grinned as he flopped onto his back and folded his arms behind his head.

"Glad to see you have your priorities straight" Claris muttered as she put her books away and grabbed the picnic hamper and opened it up.

"Thanks for the help Helen" Will smiled.

"It's no problem Will, just let me know whenever you need some extra tutoring" Helen smiled.

Elliot opened his mouth to say something but whatever he was going to say was blocked by bread and tuna, he gave Claris an annoyed look which was only received by a chirpy smile.

"Whoa take smaller bites Elliot, The food isn't going to sprout legs and run off!" Will chuckled when he saw the sandwich sticking out of Elliot' mouth.

"What can I say? He's a real tiger" Claris giggled.

"As was Clawz before you obliterated him!" The group froze as they heard the cold voice of Reala ring through the air and Owl quickly erected the Dream Field.

"Where are you?! Show your face coward!" NIGHTS demanded, his voice dripping with venom.

"Calm down NIGHTS you should be a little more grateful that I came to see you" Reala smirked as his image rippled into view. NIGHTS let out a war cry and dashed at Reala only to go right through him!

"Tsk tsk NIGHTS surely you didn't expect me to leave myself open so easily did you?" Reala looked over his shoulder at the seething NIGHTS mockingly before he began laughing.

"Too afraid to come and face us yourself?!" Claris snapped as she and the others got their feet, ready to fight, all except Helen that is.

Reala turned his attention back to the children and caught them off guard by dashing right at Claris only stopping a few inches away! Claris was the only one of them who had never met Reala up until this point and he was just as frightening as Elliot had described.

"Ah you must be Claris, at last we meet!" Reala gave a mocking bow. "Enchante mademoiselle!"

"Ugh!" Claris grunted with disdain and disgust and if Reala had been there in person she would have slapped him!

"Sadly I cannot stay for long but I will leave you with a little parting gift, Bella if you would!" Reala smirked, snapping his fingers and before Claris could even react she felt a thick rope like material slip around her waist and tighten, trapping her arms to her sides and with a shriek of surprise she was hoisted into the air right next to the giant spider Queen Bella!

"Claris!" NIGHTS exclaimed, reaching out his arm in vain!

"I leave this to you Bella" Reala smirked before his image faded away.

"Let her go Bella!" NIGHTS demanded.

"Yeah, like that ever works" Bella said, her tone was snarky and uninterested. "And FYI it's QUEEN Bella!"

"Hurry visitors you must Dualize with NIGHTS or all is lost!" Owl urged.

"Helen stay here" Will urged as he had Helen hide behind the trunk of a nearby tree as Elliot went to try and Dualize with NIGHTS but before the two could even get to each other Bella shot out her string and lassoed it around Elliot' ankle and strung him up next to Claris but she didn't stop their, just as Will was about connect his hand to NIGHTS the tight string wrapped around his wrist and dragged him up to his captured friends.

"Grrr! Let go of them Bella or I'll make you regret it!" NIGHTS warned as he flew up to the regal spiders level.

"Like don't get so bent out of shape NIGHTS, Reala has told me that while you're here you are totes weak!" Bella shot back, giving NIGHTS a dismissive look as she wrapped her string into a giant ball and to emphasis her point threw it straight at NIGHTS chest causing him to exhale a grunt as he was knocked to the ground.

"NIGHTS!" Helen exclaimed, wincing at the Nightmaren made contact with the ground.

"Alright just one more to go and I can get some major R and R time!" Bella yawned as she began to descend towards Helen and prepared another one of her threaded Lasso's.

"Get away from her!" Will yelled as swung from the thread, over to the one that was Keeping Bella in the air and grabbed onto it with his free hand and began to shake it, Elliot helped him out by swinging himself over as well and even Claris helped out by kicking off her shoes and letting them drop onto Bella's head!

"Geez you guys are super annoying!" Bella groaned as she began climbing back up her thread to deal with her captives.

Helen couldn't believe what they were doing?! Even though they weren't Dualized with NIGHTS they were still fighting the best they could to protect her! Helen clenched her fists, she had been such a fool! She should have been fighting from the beginning she had the red Ideya of courage just like the others did and the proved that she wasn't afraid to fight she was just unwilling to but no more! She would fight with the rest of them!

"NIGHTS quickly!" Helen whispered as she took advantage of the distraction her friends made to sneak over to the dazed Nightmaren.

"Helen...but I thought...?" NIGHTS stopped himself when he saw the fire that raged in Helen's eyes, he didn't need to be told twice. He eagerly held out his hand and Helen held out hers and in a flash the two were one!

"Bella!" Helen called as she grabbed a tree branch that Bella had knocked down when she had first attacked and threw it right at her. "Catch!"

Bella turned around and her ruby eyes widened as she saw the branch smacked her dab in the face! This stunned her long enough for Helen to quickly fly up to her friends and break the them free and gently put them down safely on the ground.

"So..." Bella's voice turned from snarky and uninterested to cold and menacing. "...you want to play rough do you? Well then allow me to show you my parlour and we can play some real games"

Helen was unimpressed by the threat and took her best fighting stance.

Bella's glare hardened as steam erupted from her jewel encrusted web sack and it began to unfold like metal panels, revealing a large mirror and...a table with a make make-up set?

"Is that suppose to scare me?" Helen scoffed, NIGHTS and the others were very surprised by Helen' sudden burst of bravery and confidence!

"Like, it will!" Bella scowled as she reached up with her two front legs and hooked them into a pair of gold rings attached to a powder puff and lipstick tube.

Helen glared and with a burst of her legs she shot at Bella!

The spider swung the arm that had the lipstick which released a wave of sharp, pink energy that Helen spun and curved around each one until she was close enough to slam her fist into Bella's face only for it to be blocked by the powder puff the Bella was using as a makeshift shield. Taking advantage of the momentary pause Bella threw the lipstick to one side and used her free appendage to grab a nail file swing it at Helen like a sword, Knocking the blonde back to the ground where she a large crater.

"Helen! Are you alright?" NIGHTS asked, his transparent image looking over to Helen in concern.

"I'm fine, don't worry about me" Helen said, though her voice gave off the sense that she was dizzy from the impact. "What is a spider even doing with a nail file?" She asked.

"Probably to make the tips of her legs sharper" NIGHTS pondered.

"You can discuss beauty tips later! You have a fight to win!" Owl exclaimed in exasperation!

Helen blushed in embarrassment, Owl was right, now was not the time to get distracted but it was too late, Bella had already crashed down on Helen and placed fake but Sharp nails on the tips of her legs and began swinging them down and swiftly on the Helen who barely managed to dodge by rolling from left to right.

"Just give up already! You can't beat me and you know it!" Bella growled her composure slowly starting to break down. "I can see in your eyes just how afraid of me you are!"

It was true right now Helen was afraid for her life, she had no idea if she would come out of this battle unscathed but she knew one thing, her friends were counting on her to help them so she couldn't let them down! Mustering up all the strength she had she pressed her legs against Bella's abdomen and with a powerful push sent the arachnid Nightmaren against the trunk of a tree. "What were you saying earlier?" She smirked.

"Little brat!" Bella snarled as she grabbed a perfume bottle that had strangely managed to stay on the table and somehow she managed to squeeze the handle releasing a plume of dark purple mist onto the battlefield, the smell was musky and pungent and it stung Helen's eyes but she managed to keep her wits about her as she could hear Bella scurrying through the mist.

"It's time to end this" Class whispered as her chest glowed with the light of the yellow Ideya and from it emerged a shimmering nebula blue violin and bow with strings that sparkled as if they were made from the very stars themselves! Helen drew back her bow and dragged them against the strings releasing a sharp squeal that tore through the air and split the mist apart and exposing Bella to Helen's sight. Helen then burst into a rhapsody and score lines and notes slid off the strings and slithered through the air towards belle wrapping around all of her eight legs and lifting her into the air but she wasn't finished yet! The mirror she had exposed started to glow a bright magenta and with a burst of light the mirror released a bright pillar of light that shot at Helen but without even batting an eyelash Helen swiped upwards with her bow as if it were a sword, sending a shockwave that made its way through the beam until it made it to the mirror and shattered it to pieces! With her bow still in the air Helen felt a silver streak slide from her hand and all the way to the tip where it twisted it a pointed glass like blade! Helen knew what do with this! Brining her arm down she flung it at the giant spider, it whizzed through the air like an arrow and struck her right in the chest!

Bella gasped in pain and looked down as what appeared to be ice started crackling its way up her body. She laughed bitterly "This sucks" And with those last words her entire body was encased and shattered!

Helen panted as everything went back to normal and she separated from NIGHTS.

"Helen!" The others exclaimed in unison as they ran to her and crouched down to see if she was okay.

"Don't worry about me, I'm fine" She said and despite her harrowing experience she had a bright smile on her face.

"We are SO sorry!" Claris frowned sadly.

"We'll be more careful from now on" Elliot butted in but was then abruptly pushed aside by Will.

"Yeah! That way you won't have to fight again!" Will quickly stated.

"No…It's okay, I've changed my mind" Helen looked at them with bright blue eyes. "I want to help you fight!" She smiled, making the five stare at her in shock. "I realized it when I watched you all get captured by Bella, I couldn't just stand there and do nothing anymore then I could just stand and watch NIGHTS be imprisoned, so I'm going to do my part and fight off these nightmares!

"Great!" Elliot cheered as he sprung back up and held his arm out again. "Can we try this again?" He asked as the others put their hands on top of his.

Helen gave a confident smile and placed her hand on the pile and smiled.

"Oh yeah! This makes us a team!" Elliot grinned as the six threw back their hands (Or in Owls case a swing) into the air and cheered.

"Savour your victory while you can you fools!" Reala snarled as he glared at the pool. "But I will get you yet!"

Next Time: No sooner does Helen get over her own insecurities does Elliot have to face his own when he faces a problem he would like to make go away and Reala is having his own problems when another familiar face rears it's annoying head.

AN/ Hope you enjoyed this new chapter ^_^ R&R plz