Mimi smiled happily as she ran from shop to shop in the mall, carrying large bags of newly bought clothes. Dimentio followed her, trying his best to at least look like he was enjoying himself.

But, in reality, he was feeling very impatient.

He wanted that potion as soon as possible, wanting to put his plan into action. Though, he should have expected this. A potion with that much power was bond to take it's time being made. But the thought of waiting was killing him.

"Are you having fun, Dimentio?"

Dimentio blinked, being brought back to reality.

"Did you say something, Mimi?" he asked.

"I asked if you were having fun," Mimi repeated. "You haven't said anything since we got here, so I was just wondering."

"Oh…yes, I am. I'm just a little tired."

"Do you need to rest?" Mimi asked concerned. "Here, why don't we go to the coffee shop? I can get you something to drink if you want."

"Mimi, that's not really…"

Before he could finish his sentence, Mimi dragged Dimentio to the small coffee shop in the middle of the mall. When they got to a table, Mimi set her stuff down.

"Do you want me to get you anything?" she asked.

Dimentio sat down and smiled.

"No thank you. I'm perfectly fine."

"Are you sure?"

"Positive."

"Okay then. I'll get myself something and be back shortly."

Mimi then got in line to the shop, getting out her purse to make sure she had enough money.

Dimentio stayed where he was, watching Mimi. He smiled to himself. She was playing into his hands perfectly, like a child believing everything their parents tell them. With a powerful shape shifter at his side, Count Bleck won't stay a chance against him.

It was only a matter of time.

"Hey, what's with him?"

Dimentio's gaze turned towards a group of all black wearing teenage boys. They were staring at him, like he was some sort of alien.

"Why is dressed like that?" one of them asked. "I didn't know Halloween was that close."

"Was his idea to dress up like a gay clown? 'Cause that's all I'm seeing."

"Maybe he's mental."

Dimentio chuckled softly.

"You know, if you're going to insult someone, it's better to say it to their face. Talking, more like shouting, about someone when their right there is a bit rude."

The boys glared at him.

"Oh really? Well then, stop dressing like a dumbass!"

Dimentio laughed a tiny bit and walked towards the gang.

"And that's the best insult you can come up with when I'm right here? Pathetic. You are like a bunch of school children, desperate to take the last laugh that you will say anything."

Anger flared on the gang members' faces.

"Say that one more time, and we'll..."

"If you want me to," Dimentio interrupted him in mid sentence. "You could have low self esteem, so you pray on the 'weak' or 'strange looking' to make yourself feel better. Or maybe you're just a mindless predator, loving the sight of people's self esteem being destroyed. Because you have nothing better to do with your life."

"You son of a bitch!"

One of the boys punched Dimentio straight in the face. Dimentio flinched back, a little surprised at the boy's action. He adjusted his mask, a large smile appearing on his face. He began to laugh, making the gangs' eyes widen.

"So, you want to fight now? Well, I never say no to a challenge. But five against one is so unfair. Let's even the odds a bit, shall we?"

As he said that, Dimentio began to make four clones of himself. The gang flinched back in fear. Other people started to notice the commotion, beginning to circle around Dimentio and the gang. One member of the gang stepped up to Dimentio, his eyes flaring.

"You're more of a freak than you look. But let's see if your bark is worse than your bite, like a stupid dog."

The gang then charged at Dimentio and his clones. Dimentio and the clones, who were mimicking the exact moves the original was making, dodged the first blow. They levitated into the air, firing electric spheres from their finger tips. It was a direct hit, giving each gang member a large electric shock. Taking the opportunity, Dimentio made the area around them explode, scaring the living crap out of them.

Having the clones disappear, he then levitated back down on the ground and smiled. Furious with hatred and humility, the gang members ran up to him at the same time and attack Dimentio at once. Dimentio tried to fly away, but one of the boys jumped on top of him and pinned him to the ground. Dimentio tried to break free, but the boys were much stronger than him. One of the boys then got down at Dimentio's level and smirked.

"Who's the pathetic one now?"

Dimentio gave a small, maniacal laugh.

"My friend, even if you defeat me, the fact remains the same. In fact, you just made it even more obvious."

"Shut up!"

He kicked Dimentio in the face. Dimentio's smile only grew more, as if he enjoyed the pain. That only made the boy's rage grew, as he kicked him again and again. But Dimentio only smiled and even chuckle a bit. This was starting to freak out the gang, as some of them were losing their grip on him.

"Dimentio!"

Dimentio froze.

His eyes widened as Mimi ran out of the crowd.

Protective anger rose in her eyes as she morphed into a giant muth. She then charged at the one that was taunting Dimentio, throwing him into the air a bit. The other boys let go of Dimentio and went straight at Mimi. Mimi changed into her regular form, dogging the gangs' attack. She was very fast, much faster than she was when Dimentio saw her fight O'Chunks. Mimi then brought in distance between herself and the gang. Once she was far enough, she raised her hand out and out of thin air, a giant, dagger like, ruby appeared in her hand. She summoned a few more and threw them at four of the boys. They shielded themselves from the rubies, screaming and cringing in pain as the sharp object pierced their skin.

Once she saw them surrendering, Mimi let out a satisfied smile and stopped firing rubies. She approached them slowly.

"Now, have we learned our lesson? If you have, you better make a run for it."

The four boys ran away, the crowd letting them go. Mimi chuckled slightly, pleased with her work.

Suddenly, the fifth gang member appeared out of nowhere and grabbed Mimi from behind. He put a knife next to her throat, making her stiffen. The gang member smiled.

"Not so confident, are we?"

Mimi's eyes widened, not saying a word.

Dimentio stood up, intense anger rising through him. He snapped his fingers to create a glass box around the gang member and Mimi. The gang member tensed up, pulling the knife's edge closer to Mimi's throat. Dimentio teleported into the box, making the gang member let out a small cry.

"Let her go. Now," Dimentio said in a very low voice.

The gang member narrowed his eyes.

"Come any closer and she dies!" he shouted. "I'm not afraid to kill if I need to. Nobody humiliates me or my gang and gets away with it!"

Dimentio tensed up but the gang member didn't notice.

"Alright, if you want to play it that way."

He snapped his fingers and a small explosion came in the up right corner of the box. The gang member flinched in response. Another explosion happened in the left corner, and then one right next to them. The gang member looked into Dimentio's eyes.

"I'm not afraid to kill the three of us either," Dimentio said coldly. "Now, let her go."

"You're bluffing!" the gang member exclaimed fearfully. "No one is that crazy! You can't possibly…"

Dimentio made the air explode right in the gang member's ear.

"O-okay! Here's your girlfriend back! Just don't kill me!"

He threw Mimi towards Dimentio and she fell into his arms. Dimentio gave a malevolent smirk.

"Nice playing with you. Ciao."

Dimentio made the glass box disappear and he and Mimi disappeared, along with Mimi's shopping bags.

Mimi hyperventilated a little as Dimentio teleported to somewhere safe. She was shaking fiercely, hanging onto Dimentio tightly. Dimentio made her sat on a rock.

"It's alright, you are safe now," he said gently. "We aren't at the mall anymore. See? Everything is fine."

He gestured towards to a perfect view of the ocean. But Mimi didn't even look towards it.

She was staring into Dimentio's eyes, as if they where the only comfort she could find. Dimentio became quiet and stared right back. After a long moment of silence, Mimi turned away, her face turning slightly red.

"I…err…I don't know what to say. Thanks, I guess."

Dimentio nodded slowly.

"You're welcome."

There was a long pause.

Mimi looked around. "Where are we anyway?"

"I had to get us someplace safe fast, so I teleported to the first place that came to mind," Dimentio answered. "We're beneath that cliff near your house."

"Really? Wow, I've never been down here before. It's calm and quiet…and a bit romantic."

"In a way, yes."

He gave an awkward cough.

"Though, I have to ask, why did you intervened in the fight? I could have finished them off myself without any help."

"Uh, not from where I was standing. What were you thinking, fighting five against one?"

"They were asking for it, and they were the ones who started it. I just gave what they wanted."

Mimi stared at Dimentio.

"You must have some kind of death wish. But, anyways…"

Her gaze softened.

"You were in trouble and you needed help. You are my friend and coworker, Dimentio. I couldn't let you take those guys on by yourself or let them hurt you."

Dimentio stared at her, heat rising to his face.

Mimi smiled as her cell phone rang. She turned away from Dimentio and answered it. After talking a bit, she hung up and turned back to him.

"That was Audrey. She said the potion just came and to meet her at the house."

Mimi then grabbed her shopping bags that were next to her and took Dimentio's hand. He then teleported them to the front of Mimi's house, where Audrey was waiting. Audrey smiled at them, but it quickly faded away.

"What were you guys doing?" she asked a bit concern in her voice. "It looks like you two got into a fight."

"Uh, yeah…it's a long story to explain," Mimi said trying to avoid the subject. "But, do you have the potion?"

"…I do. Here it is."

Audrey took out a small container that contained a lime green liquid. Dimentio smiled brightly as she gave him the potion.

"Thank you, Audrey."

Audrey smiled.

"You're welcome; I hope it works out well for you."

Her gaze turned serious.

"You do know how dangerous the potion is? What can happen if you're not too careful?"

"Mimi told me, and I will be cautious," Dimentio replied. "Though, is there anything else I should know before I take it?"

"Other then what you already know, you should be fine," Audrey answered. "I do advise, however, that you take it with people around, in case something does go wrong. But, you should be okay, you look strong."

"I see."

He turned to Mimi.

"Shall we go back to the castle?"

Mimi nodded and turned back to her sister.

"Thanks, Audrey. We really appreciate it."

"Don't mention it. I understand what you are going through, Mimi. I understand perfectly."

Audrey gave a wink and Mimi gave a look that said, 'shut up or I will kill you!' Dimentio said nothing, but he was confused as to what Audrey meant. He and Mimi then teleported back to Castle Bleck, the potion finally in their possession.

Dimentio studied the potion as he and Mimi reappeared in the garden at Castle Bleck. The potion splashed against the sides of the container, moving in the direction Dimentio moved it.

He smiled.

"Strange, it's a lot smaller than I thought it would be. I was expecting something more...impressive looking."

"Well, you already have magical abilities, so you don't need a large dose," Mimi answered. "And it is a good thing you don't take a large dose. The more you drink, the worse the side effects could be."

"Does it affect the power of my shape shifting?"

"How powerful you are when you first start out, yes. But your powers will grow the more you learn how to control it."

"I see."

Dimentio slowly undid the lid of the container. Mimi's eyes widened.

"Wait your taking it right now?"

"I am, I want to take it as soon as possible," Dimentio explained calmly.

He paused a bit as he saw the concerned expression on Mimi's face.

"Trust me, I will be fine. I'm a lot stronger than I look."

Without another word, he drank the entire potion.

Mimi stiffened, her eyes wide with fear.

Dimentio stood where he was, waiting to feel something. He could feel his stomach twist and turn. An itching sensation filled Dimentio's body. He smiled, thinking it was working.

The power of shape shifting will soon be mine! Aha ha ha ha! Again, for dramatic effect. Aha ha ha ha ha ha!

But then the itching turned to a burning sensation. Dimentio tensed up, as if his body was on fire. He began the let out tiny cries of pain, cries he could not control. His eye sight began to blur, a huge headach forming. Soon his body was in complete agony, as he fell to the ground and twitched like he was having a seizure. Memories flashed in his mind.

Memories that Dimentio had tried so hard to forget.

Fire.

Fire was all around him. It was consuming him, trying to take him.

Dimentio ran as fast he could through the halls of a castle. He was searching the castle, hoping to find someone.

She has to be here! She can't be dead...

Dimentio called her name over and over again, but no answer came.

Oh God, please! I can't lose her!

"Dimentio, what are you doing?" a palace guard cried as he ran down the stairs. "You need to get out of here!"

"I can't!" Dimentio had said. "I can't leave her behind!"

"Dimentio, don't be stupid," the guard reasoned. "You'll get yourself killed. There isn't anything you can do."

"No! I don't believe you!"

Dimentio ran passed the guard, heading down the hallway. He was heading to her room. It was the last place he hadn't look, the only place she could be.

And then he saw her.

She was at the end of the hallway, coughing at the smoke. Dimentio ran towards her. He called out her name. She looked at him, her beautiful sky blue eyes looking into his eyes.

"Are you alright?" Dimentio asked her.

"Dimentio, what are you doing here?" the girl asked fear and shock in her voice.

"I came for you, I couldn't leave you here."

The flames grew more intense. Without thinking, Dimentio grabbed her hand and the two of them raced down the hallway, dogging the flames. They came to where the guard was, heading down the stairs.

Almost there, we are almost there!

The front door was right in front of them. They were nearly there; they were going to make it out alive!

But then, a burning wooden beam fell from the ceiling. The girl stopped her eyes wide as the beam fell closer and closer to her. Dimentio gasped and pushed the girl out of the way.

The beam fell in between them. Dimentio fell on the impact, his foot was caught under the beam. Dimentio tried to get his foot free but it was caught in tightly. The flames were slowly surrounding him, about to consume him. The girl then offered him her hand, tears running down her face.

"Dimentio, take my hand!"

Dimentio looked up at the girl, the girl he adored so much, and slowly gave her his hand. But another beam fell down and got in the way, forcing the girl to step back.

Suddenly, a dark figure came from behind the girl. The girl turned around and let out cry as she saw him. Dimentio eyes widened in disbelief.

It was him!

The girl and the mysterious man talked for a long moment, but Dimentio couldn't hear them, as the sound of crackling flames drowned them out. The man then made a dark portal and held the girl's hand, taking her inside. Dimentio gasped.

"No…please don't go! Help me!"

The girl gave Dimentio a sad look, her beautiful eyes filled with tears. She then disappeared into the portal.

Tears formed in Dimentio's eyes as tiny embers hit his face.

"No! Don't go… Don't leave me to die, my Lady Timpani!"