Hello my lovely readers! We are back with a new chapter! I'm sorry if I was taking a while to post this one. It was a bit longer then expected and I was not feeling really well last week. But, I'm better and it's up.

I should also claim I thought I was going to be out of town this month, but I found out I'm heading out of town next month. I should be able to post more if I don't have much to do.

Also, this was inspired by one of my favorite SpongeBob episodes!

Without any further delay, let's continue our story...


Season 1, episode 9; A Ghost of a chance

It was several days after the game show, and a long week of work. The boys wanted to go to the movies, and Audrey took them, since Josh had to work late.

The movie theater announced in large letters;
"Now Showing: Hideous Zombies!"

Now, Audrey wasn't sure if they should see it, concerning Mugman's fear of very terrifying things, but he insisted on watching.

As people pilled out from the movies, the boys giggled and laughed while Audrey followed behind them.

"Zombies are not as scary as I thought they'd be." Mugman beamed.

Cuphead: I'm proud of ya, Mugys." Cuphead smiled, putting his hand on his brother's shoulder. "You only needed to change your pants three times.

"A new record!" Mugman announced.

"Well, I'm glad that you were ok watching it." Audrey commented, finishing the bag of popcorn in her hand. "I wasn't too sure if we should see it, but I was wrong."

"One thing I keep mentioning is he ain't gonna be fearless if he ain't gonna confront his fear." Cuphead claimed. "I know it can be hard, but we can't be scared forever."

"I agree, but sometimes, it's ok to be scared." Audrey commented. "Your body reacts to keep away from danger so you don't get hurt."

"Are you scared of things, Miss Audrey?" Mugman asked.

"Oh, yeah. A lot of things." Audrey nodded. "But it's nothing too big, like flying really high in the sky or anything like that."

Mugman nodded, as Cuphead looked up at the sky. It was a marvelous sunset, but it wouldn't stay out for long.

"Oh! It's late. To make it home before dark, we better take a shortcut through the creepy cemetery." He claimed, pointing to, well, a very creepy cemetery.

With its typical leafless trees, tombstones, and mausoleum, not like from the book, it did scream out a creepy cemetery from a horror movie. They even heard a wolf howl in the horizon.

Audrey wanted to protest and suggest a different path, but Mugman confidently announced.

"Nothing scary about that. Not to a record-breaker like me."

"Attaboy, Mugsy." Cuphead smiled, lightly patting his brother's shoulder.

"Uh, guys, don't you think we oughta look for another pathway?" Audrey asked. "I know we just watched a scary movie, but I don't know if we need more scary thrills."

"It'll be ok." Cuphead mentioned. "We won't dilly dally or anything."

"Yeah, and you'll be with us." Mugman smiled, lightly taking her hand.

She had to smile. Even though he was very cautious about things, he seemed to be ok with going through a creepy cemetery.

The trio then headed over to the iron gates. As they walked, Mugman looked up and noticed a stone gargoyle statue, looking menacing at him. He didn't seem to think much about it, and continued to follow his brother.

They pressed on walking down the dirt path, as they eyed the various tombstones that were placed in the ground on both sides.

"Sure is a lot of tombstones." Mugman commented.

"Uh-huh." Cuphead smiled.

They looked over at the horizon and saw the sun was setting

"Really starting to get dark now." Cuphead mentioned, as Audrey felt Mugman's hand squeeze a bit tighter.

"Honey, are you ok?" She asked.

"Oh yeah! Totally fine!" Mugman beamed. "Some might find that unsettling, but not me."

"Good thing we're so brave." Cuphead added.

For some odd reason, as the sun setted and the sky was dark, Audrey couldn't help but notice that the pace they were walking slowly became quickly as well as their voices.

"I can't think of a time I've been less scared." Mugman chimed in.

"Nothing scary about a graveyard." Cuphead assured them.

"It's just a yard."

"A yard for playing."

"We have a yard."

"We should vacation here."

"We should live here!"

"I never wanna leave!"

Just then a huge bolt of lightning struck near them and thunder roared, causing the two of them to run off, screaming.

"Guys! WAIT!" Audrey called, rushing after them. "Argh, I should have known passing here was a bad idea…"

While the boys ran and screamed in terror, as one should, they didn't know they passed by three ghosts who were happily playing cards with each other.

Two of them looked up and spotted the three, while the third continued to read his cards. Their names were Jasper, Emma and Duke.

"Well, I know what we're doing tonight." Jasper spoke up, grabbing his bindle.

"Things just got more interesting." Emma sneered, strumming her fingers together like the classic villains would do.

Duke, who was clearly not the smartest one of the bunch, called out "Go fish!

That caused Jasper to slap his face. Once that was taken care of, the three flew off towards the trio, who were still running and screaming. They were about to go past the iron gates, when they slammed shut, causing them to stop in their tracks.

"Did you see that? It slammed shut outta nowhere!" Mugman cried out.

"Jeez, that made me jump." Audrey gasped, trying to catch her breath.

"Okay. Let's get a grip on ourselves." Cuphead informed them, as Mugman shook with fear. "That was probably the wind."

"Wind? What wind? I didn't feel any wind." Mugman claimed. "No wind."

He grabbed the bars and attempted to pry them open, but no luck. "Oh, no, no, no! It won't budge!" He screamed. We're trapped!"

They heard thunder crack softly in the sky, making him more nervous, as he clung to Audrey.

"It's ok, honey. It's ok." she kept assuring him, rubbing his back.

"Relax. It just needs a little elbow grease." Cuphead announced, stretching his arms out a bit. Grabbing the bars, he tried to pry the door open with all his might. However, like Mugman, he didn't have any luck.

"Hm, stuck pretty good." He stated.

"What are we gonna do?!" Mugman screamed, grabbing and startling his brother.

"First, we're gonna calm down." Cuphead gently stated, carefully removing his brother's hands from his arms.

"Honey, it's ok. We'll find a way out and get you back safe in bed." Audrey added. "Besides, we're here, and we won't let anything or anyone hurt you."

"But, what about g-g-ghosts?" He shuddered.

Cuphead rolled his eyes in annoyance. "Ah, banana oil! Ghosts ain't real!" He stated.

Audrey wanted to take his side, but a thought came to her. Growing up, whether watching movies, cartoons, or video games, there would be some sort of ghost in a graveyard scene or haunted mansion, and they were anything but friendly.

The three ghosts, who were spying on them by the brick wall, couldn't help but chuckle a bit at Cuphead's commnet.

"You hear that? We ain't real." Jasper sarcastically claimed, nudging Duke. As he held back a snicker, a thought came to Duke.

"We ain't?" He asked, feeling around himself. Annoyed, Jasper slapped him again. Ok, no need to be mean.

Just then, Emma shushed them. "Shh!" They became quiet as they heard the visitors talking once more.

"Looks like we're stuck. Eh, someone will open it in the morning." Cuphead claimed, still seeing his brother shiver. "Till then, we'll spend the night and make the best of it."

"Yeah, I'm not seeing a lot of other options here…" Audrey trailed off, as Cuphead headed off.

"S-s-spend the night? But what about the ghosts?" Mugman trembled. He and Audrey saw that Cuphead was leaving so they rushed after him. "I don't like this, Cuphead. I'm allergic to dead people."

Calmly, Cuphead placed Mugman on a log that was behind him, assuring him "For the last time, Mugsy. Ghosts ain't real! Now you clear a spot, and I'm gonna get some firewood."

As he headed off again, Mugman gasped. "W-we're separating?!"

"Well, do you wanna come with me into the deep, dark woods?" He asked, gesturing to the eerie looking woods behind him.

"And that's been there for how long?" Audrey asked, arching an eyebrow.

"Is there a third, less terrifying option?" Mugman asked. Then an idea popped into his head. "Wait! I know! Miss Audrey can use her sketchbook to get us out of here!"

"That would work…if I didn't leave it at home." Audrey sheepishly replied. "I was carrying it around all day and left it back in my room before going to the movies."

"Oh no! Now we don't have anything to help us!" Mugman cried, clinging to Audrey once more.

Now it was Audrey's turn to feel nervous. While it was just a cemetery, she knew there might be danger lurking around these areas. She wasn't sure if this was a place the Devil would hang around at night, but she didn't want to take any chances with him, especially since she nearly avoided his clutches the last time.

Taking a sigh, Cuphead assured his brother "Look, don't worry. It'll be just like the movie. You think you're gonna be scared, but then it won't be so bad. 'Cause why?"

"'Cause I'm a big, strong man?" Mugman asked hopefully.

"Well, sure. But also because ghosts ain't real." Cuphead reminded him. "Audrey would you be ok to keep an eye on him while I'm gone?"

"Sure. Promise you'll be careful out there?" Audrey asked, sitting next to Mugman.

"I promise. I'll be back in a second." He then started heading off into the woods, while Audrey and Mugman.

"Mugman, I know it's a bit scary, but there don't seem to be any ghosts." She calmly assured him.

"They better not be. I'm all outta spare pants." He muttered.

"Just relax. I'll be back before you know it." Cuphead assured him. He then headed off into the thicket and was out of sight. Mugman shivered once more while he clung to Audrey. She could practically feel him shake, and while she rubbed his back, he still wasn't calming down.

Just then they heard something, which made Mugman freak out. Again.

"That was an owl." They heard Cuphead call out. They looked and sure enough, an owl was perched on a branch nearby, hooting at them with the moon behind him.

Mugman chuckled nervously, before gulping. Audrey needed to keep his mind off of this, especially with the spooks around them.

Then, she had an idea.

"Mugman, while you're scared, I want to tell you that you're being very brave right now."

"I-I am? He asked, his voice shaking.

"Oh course. You know, I have read and heard a lot about great heroes who get scared." Audrey continued. "It shows that it's ok to be frightened and needs to make sure that everyone is going to be ok."

"Oh. Can-can you give me an example?" Mugman asked, calming down a bit.

"Sure. There's this one guy I know named Mario." Audrey began. "You see, he comes from a city, much like Inkwell…"


While Audrey began to ease Mugman's tensions, Cuphead was picking up logs, hoping to return soon and make a fire.

His thoughts, however, were still on his brother and his fear of 'ghosts.'

"Typical Mugman. Always getting himself worked up over nothin'…" He sighed, as he bent down to pick up another log.

However, he wasn't alone. Duke appeared behind him and snapped a branch in two, quickly vanishing from sight.

Cuphead was startled as he looked around frantically.

"What was that?" He gasped.

Emma appeared behind him and blew cold wind behind his neck, making him shiver from head to toe.

"Who's there?" He trembled, looking around once more.

Duke decided to play with him, as he ticked his back, making him giggle and once more startling him. He threw the logs in the air as he looked. However, he did not avoid the logs that fell on him, making him hit the ground.

As he groaned in pain, a light blue light appeared in front of him. He looked and sure enough, the two ghosts were right in front of him.

"Hello." Duke politely waved.

But unfortunately, Cuphead freaked out and rushed off screaming "WAAAAAAHHHH!"


"And he then saved the princess from Bowser and the universe too." Audrey concluded. She managed to explain Mario to Mugman, making him calm down and stop shaking.

She knew that Mario was not made until the 1980's, but she figured telling Mugman about him rather than his gaming debut was a better way and a great way to tell him a fun story.

"Wow, he sounds really amazing." He sighed. "It must be scary to go through that monster's castle."

"Yeah, it can be scary at times, but you know what? He knew he had to be brave." Audrey added. "He had to be brave for the princess, for his friends, and for the Mushroom Kingdom. And you are being brave staying here, waiting for Cuphead. Speaking of which, where is he?"

"Dunno. He should be back soon." Mugman shrugged. "He was getting wood so it might be taking him a while since he needs a lot of it."

He paused for a second and then confidently stated "You know, Cuphead was right. Ghosts ain't real. You know, it's actually kinda peaceful out here. Just the sounds of the wind, the owl, the-"

"Disembodied voice behind you." An eerie voice popped up, making the two jump a bit.

Mugman frowned and called out in an annoyed tone "Real cute, Cuphead. Ha, ha, ha. Hilarious."

However, while he was talking, little did the two know, Jasper peeked from the log and tied Mugman's shoes together. Ok, a bit of a lame joke, but, eh, that's him not me.

"I know you're trying to scare me, but I'm not falling for your-" Mugman started, but as he stood up, he tripped and fell forward. "...Tricks."

"Mugman! Are you ok, honey?" Audrey asked as she helped him up.

"Yeah, I'm fine." He replied, dusting himself off. "Not funny, Cuphead."

"Mugman, I don't know if that was Cuphead." Audrey commented. "I mean, I know he does tricks and all but, not like this."

"What made you say that?" Mugs asked.

Before Audrey could reply, they both heard that eerie voice claim "I thought it was right funny. But I ain't never heard of no Cuphead."

Both of them slowly turned around and were face to face with Jasper. He was a small ghost wearing a suit with a big nose.

"Top of the evening, love." He smiled, pulling off his head, off much like Goopy Le Grande, albeit more gruesomely as his brain was visible. What made it more creepy were the spiders that crawled around.

Ok. Eeeewwww!

Both their faces turned pale. Without hesitation, the two ran, with Mugman going back for his nose that fell off, and both rushed into the spooky woods.

"Oh jeez! That scared me!" Audrey gasped. "And his brain was gross!"

"Cuphead! Cuphead! Cuphead!" Mugman screamed. He looked back for a second when-

*SLAM!*

He crashed into his brother, causing them to fall backwards. They groaned and shook the feeling off as Audrey helped them up.

"You two ok?" She asked.

"Yeah. I think so…" Cuphead groaned. Then he quickly stated. "Mugman, I don't wanna alarm you, but I think I saw a-"

"Ghosts!" Mugman screamed, pointing at the three ghosts that came towards them. Audrey held them in a protective state, as she felt them shiver with terror.

Jasper was there, as well as Emma and Duke, grinning menacingly at the trio.

Emma was a tall female ghost dressed in Victorian fashion. She had her hair tied up in a bun, while she held a saucer and cup in hand.

Duke was a fat ghost wearing overalls and had a saw embedded into his head.

"Don't believe what you heard, 'Cause here is the deal." Jasper started.

"There is no need to panic 'cause." Emma continued.

Then the three concluded with "Ghosts ain't real!"

"AAAAAAAAAAAAAAAAAAAHHHHHHH!" Both boys screamed, hugging Audrey tighter.

"Oh jeez, and to think, Bash and Shriek's rhyming was bad…''Audrey muttered.

She could feel the fear from both of them as well as herself. Without her sketchbook, she was completely defenseless. She needed to do something especially with three ghosts around. They squeezed their eyes shut, preparing for the worse…when suddenly they felt themselves being lifted and separated by the three ghosts.

"What the?! Hey! Let go!" Audrey screamed, struggling in Duke's grip.

"Cuphead! What's going on?!" Mugman asked, trembling as Emma held him tight.

"I dunno, but I'm scared!" Cuphead cried, shivering in Jasper's grasp.

"Where are you three taking us!?" Audrey demanded. "I get your ghosts and all but we never did anything to you!"

"Oh, it ain't about what you did or didn't do." Jasper chimed in. "We have a little surprise for you."

"Yeah! It's a surprise!" Duke cheered. "And I love surprises! We're going to take you to-"

"Shut it, Duke!" Jasper snapped, slapping his face. "We ain't telling them nothin till we get there."

"Honestly, telling you a secret was a ridiculous idea." Emma sighed.

The three heroes looked at each other in concern. They didn't like the sound of that.

After a bit of traveling down the cemetery, and struggling, they finally came to a large opening and placed them down. They wanted to make a dash for it, but they all felt their legs shake badly and couldn't run if they wanted to.

Jasper took out his pocket watch and waited for a second. Just then, it began to chime twelve times and on the final stroke, suddenly the entire area began to glow a similar blue light as the ghosts were.

Within seconds, a set of train tracks began to form, stretching out for miles and miles, even beyond the cemetery. Near the tracks was an average size train station. It was brown and had a red roof to it, the colors looking fresh and new. There was a straight sign that read "Stay clear of tracks " written in white paint, hanging by string and the paint was fresh and clean. Not only that but the windows were shimmering.

Audrey was frowning, trying to figure out what was going on when it came to her.

"Oh my gosh, this is a train station." She gasped. "Wait, then that means there's the-!"

Before she could finish, they were startled by the sound of a train whistle blowing, followed by the sound of a train approaching. They looked and her mouth dropped open.

It was a steam-powered train for the dead. Each carriage was made out of wood with a dull lavender color and dull pink as its roof, four windows and steel wheels. Some of the carriages had a cup banner on the side. The last carriage had an entrance to the train, exit stairs, and two floors.

It came to a screeching halt as it approached the station, letting off steam.

"The Phantom Express…" Audrey gasped.

"C-Cuphead? W-what's happening?" Mugman asked, as the ghosts placed them down. "I-I'm scared."

"I-I have no idea…" Cuphead muttered, as his brother rushed over and hugged him.

"Ok, is this some kind of joke?" Audrey asked the ghosts, annoyed. "We were just passing through the cemetery to get home! We didn't bother you or anything!"

"Sorry, love, scaring is kinda our thing." Jasper shrugged. "Besides, we never hurt ya."

"Well, you sure scared these sweet little boys." She growled. "And what the heck is this train for?!"

"Oh, it's for transportation." Emma claimed. "Only appearing on a night like this; gloomy, eerie, and dreadful. Oh, it's rather exciting!"

"Ok, so what does this have to do with us?" Mugman asked. "We do like traveling by train a few times, but not a spooky one."

"Oh, it's easy; see, the conductor will only allow ghosts aboard if we have a ticket." Jasper explained. "But the ticket ain't easy to get and the only way to get it is getting on is having a moral with a ghost."

"So, we're basically your scapegoat?" Audrey asked, annoyed.

"Pretty much, yeah." Duke beamed.

"Yeah, not happening." Cuphead snorted. "Come on guys. Let's go."

Before they could leave, they heard the sound of someone stepping off the train. When they looked, they were shocked to see who it was. It was a skeleton with a red conductors hat with a gold trim and a matching vest. Audrey also noted that he had a missing tooth.

"Well, I never thought I'd live to see the day you three come back." He claimed. "Coming from a guy who's dead."

"Yeah, we figured they would be perfect for our ticket on board." Jasper beamed, pushing the trio to him. "So here ya go. Three live beings. Now, if you'll excuse us, we'll be on our way."

"Gotta admit, whenever you three show up, you end up disappointing me." The conductor bluntly told them. "You try to get on and yet ya keep forgetting to get me something. For centuries, I've been seeing you three come time and time again hoping to get on this train."

The three ghosts looked at each other with concern, guilt and confusion. They knew they failed constantly to get on, but they were worried this would be all for nothing.

"But, seeing as you actually have your way, I'll let you pass." The Conductor finished.

The trio ghosts gave a cheer and then shoved our heroes onto the train. Before they could react, or protest, they began to feel the train move, first at a slow pace and began to increase in speed until they were off.

Getting up, the three found themselves in the engine where the conductor was, as an attendant shoved in coal into the furnace and the conductor faced the group.

"Welcome aboard the Phantom Express, mortals." He claimed. "You'll be staying on this train the rest of your lives."

"What?!" Mugman cried, as they got up. "The rest of our lives!?"

"You can't keep us on this train!" Audrey snapped. "We have lives!"

"Yeah. I don't care." The conductor claimed. Pulling out a huge brown book which was titled "Ghost Rule Book".

After getting to the page he wanted to be at, clearing his throat, he read from the page.

"Now listen. Whosoever sets foot on the Phantom Express, uninvited or otherwise, shall become passengers of his ghostly trainmen forever!"

He then closed his rule book, but then reopened it and stated.

"And, uhh ever." He then closed his rule book again.

"No way! There's no way we are staying on this train!" Audrey snapped. "We have lives, unlike you!"

"Yeah, and it's bad enough we had to deal with those three!" Cuphead argued. "When does this train stop?"

"It'll stop at dawn." The conductor answered. "Besides, if you refuse to stay and work for me, then this will happen.

He then snapped his fingers and a small zipper appeared before them. He then pulled it like he was pulling down a zipper of a jacket and they were shocked by the terrible vortex shown before them with monsters, weird sounds and bizarre colors. Not to mention the sound of blood curdling screaming.

After a second, he zips the zipper and grins at us. "Would anyone like to enter the 'Fly of Despair'?"

"No! We know our place now, Mr. conductor!" Cuphead trembled.

"We'll do anything you say!" Mugman cried.

"Then, for starters, you can... scrub the floors." The Conductor ordered, as he handed them a mop and a bucket.

Despite what's been happening, the boys seemed to be pretty excited with the items they received.

"Look, Mugs! A real, live, ghost mop!" Cuphead smiled.

"And I got this hat!" Mugman beamed, putting on a worker's hat.

"Yes, yes, it's all exciting. Now, listen! We're heading down to Inkwell tonight for a little haunting spree." The conductor explained. "So, I want this train to look good and scary!"

"You mean you want it to look good... and scary. Well, I think we can probably-" Mugman started but Cuphead chimed in claiming

"No, no, I think he means he wants it to look so good, that it's scary."

"Or maybe that by looking so scary, you forget that it doesn't look good!" Mugman stated.

"Uh, I don't get it." Cuphead mentioned, scratching the back of his head.

"Look, it's easy, it simply means that-" Mugman started, but the conductor barged in.

"Oh, never mind what it means! I just want it to look scary! That's it! You know, mold growing on the ceilings and bugs in the sink."

After a second, Cuphead asked "So, you don't want it to look good?"

"GET MOVING!" The conductor roared, startling the three.

The boys are scared and rushed out, singing in a terrified tone "A trainman's life is a wonderful life, a wonderful life for sure!"

Audrey wanted to follow them, but the conductor stopped her. "Now, hold on, missy. You don't need to go work with them. I have something special for you."

"W-what's that?" Audrey asked. "Something worse you want me to do?"

"'Course not. Follow me."

He then grabbed her arm and led her down the different cars of the train. The interior was the same; velvet carpet, faded white paint, comfy seats on both sides and a table in the center. Ghosts of all kinds were there, chatting, eating, drinking, laughing, booing, and floating around.

She wasn't sure why he was taking her in this area, but she had to keep her guard up. She wasn't a huge fan of ghosts and she didn't like the idea of being held prisoner here, while the boys were working. She wanted to keep an eye on them, so they wouldn't get hurt.

He then led her to an empty seat and gestured to her to sit. Once she did, he claimed "There ya go! Best seats on the train. Now, I'm going to attend to a few things. If ya need anything, just ask one of the servers here."

Before Audrey could protest, he then left, humming to the tune of a spooky song. She sighed. It was clear that he didn't want to hear her complain or anything.

As the train moved on, she looked out the window and saw the city of Inkwell before her. The city was dark but multiple lights were on, giving the buildings and area a cool silhouette.

"Wow, it's amazing what the place looks like at night." Audrey claimed. "Never seen it from this side…"

Just then, someone piped up "Yeah. Sure is a beauty out there, ain't she?"

Audrey jumped, looked and groaned. Sure enough, it was the horrid ghost trio. Duke and Emma sat in front of her while Jasper sat next to her.

"Sorry to disturb you, love, but we couldn't help but see ya all by yourself." Jasper claimed. "Figured we'd come and say hello."

"After what ya did to me and the boys, I wouldn't dream of talking to you three ever again." She snapped. "Can't believe you not only scared us but forced us into this spooky express."

"But, dear, you have to understand, we've tried to get on for many years and had no luck." Emma stated. "We have used various methods to get on; sneaking on board, bribing someone, distractions, heck, we used Duke to stall, but failed."

"And I'm still waiting on that reward you promised." Duke claimed. "A mouth for my face."

"And we've already told ya, you have a mouth, stupid!" Jasper snapped. "We told ya that a million times!"

"Oh." Duke nodded. Then he asked. "Are you still going to get one?"

Jasper gave himself a facepalm. Clearly there was no getting to his head. Dead or alive.

Ignoring them, Emma spoke up. "Listen, dear, I'm sorry about this. We just got tired of doing the same old scares. I know what we did was wrong, but we wanted to come aboard this train so badly. We never get to do this. And the only way to get aboard is with a live mortal."

"I get that you had to get on the train, but trading our lives for a ride isn't ok." Audrey sternly but calmly mentioned. "And now, we can't leave. We're stuck here until you get your next victims. Don't you think it's a bit much to get mortals just to get a ride? What about tickets?"

"They used to do that, but some ghosts started making phony tickets to sneak on the train." Jasper claimed. "When he found out, he was mad and had to make a change."

"So, in order to make sure it's the real deal, he desired his passengers to get mortals to gain access." Emma added as a server handed Audrey a cup of tea. "If they manage to get one or more, they have access."

"It's not easy finding mortals, but when we saw you, we knew you were our ticket for the Phantom Express." Jasper mentioned. "And, other ghosts used to brag about how cool this place is and taunted us that we couldn't be with them. We, just wanted a chance."

The three ghosts looked down rather sad and Audrey began to feel bad for them. While she was mad they kidnapped her and the boys, she understood they wanted to get on this train and see what other spirits have experienced. She wished she could help them, but what could she do?

Just then, she heard the boys call out "Audrey! Audrey!"

She saw them rushed towards her, seeing as they had some dirt smudges on their cheeks and gloves. When they saw the ghosts, they smiled and waved, and the ghosts did the same.

"Audrey, the conductor wants to see all of us." Cuphead announced. "Since we did a good job cleaning the place, he has a special assignment for us."

"Oh? Did he say what it was?" Audrey asked.

"No, but he wants us to be at the locomotive pronto." Mugman claimed.

Audrey nodded, finished her tea, bidded farewell to the ghosts and followed the boys back to the engine room. Sure enough, the conductor was there, and he was finishing reading the levels on the furnace before facing the trio.

"What a night be this! A fine staff and good passengers. Couldn't ask for more!" He beamed.

"You said there was a task you have for the boys to do?" Audrey asked, crossing her arms across her chest.

"You betcha! You see, I was hoping to do a bit of scaring in Inkwell." He explained. "And no don't worry, we're not going to kill anyone. Even I have my limits."

"I dunno. Scaring people isn't really a good idea…" Mugman claimed. "I should know. I was scared."

"Alright, you're honest. I like that." The Conductor claimed. "But, let me remind you that if you refuse, I'll send each of you through the Fly of despair. Would hate for you to go through all that."

Becoming scared again, the boys quickly agreed to his terms.

"Good. Now, I already chose our victim. We need to hide the train in a spot so they don't see us." He explained. "You two need to help us find a good spot."

Nodding, the cups headed to the engine and began scoping out the window, looking for a good spot. After a bit, Cuphead called out "Hey! How about those giant rocks? We can hide there and avoid any wind blowing away our cover."

"Good thinking, Cups!" Audrey smiled.

"Alright! Moving behind the rocks!" Mugman called out.

He then moved the train over to the rocks. However, it was a bit too close, kinda like backing up your car and praying it wouldn't hit the others, and the train began to scratch and tear up through the rocky parts of the stones.

"Keep going. You're good. You're good. You're good... and... stop." Cuphead instructed. They looked down on the side, seeing the damage. "Don't worry, sir, we'll buff out those scratches."

"All right, never mind it. Just jump out when I give the signal." The conductor instructed. He then vanished from sight and the boys rushed out and took their places by the rocks. Audrey decided to stay on the train, wanting to see what'll happen.

She then saw a small anthropomorphic puppy with a red shirt and blue shorts walking by, humming a cute tune.

"I just hope when they scare him it won't be too bad." She muttered. "Though, I wonder if the boys actually know how to do this…"

As the little kid got closer, the conductor jumped out and scared the little puppy.

"Boo!" He shouted as the child screamed. "Prepare to be burdened with the haunting memory of my ghostly ghost trainmates!"

He then pointed to the boys, who just got confused. I mean, come on, honestly, you think they were going to get that?

"Wait, was that the signal?" Cuphead asked. Mugman nodded and he quickly called over. Okay, sorry, sorry, just... just do it again."

Taking a breath, the conductor repeated "With the haunting memory of my ghostly ghost trainmates!"

Cuphead and Mugman come out, making spooky noises and gestures. Cuphead then begins to do little tricks with his fingers, making them in one way and then another when he holds them over his head.

"How does he doooooo that?" Mugman asked in an ominous tone.

Audrey had to hold back a laugh. Boy, did he shoot reeeeally far on this one. Oh, if she only had a camera with her.

Seeing that his plan to score a scare was completely out the window, he grumbled to the cups "Get back on the train."

"It's still a mystery!" The boys whispered in an ominous tone, retreating back into the stoney area and back on the train.

"Those guys are dorks." The kid finally spoke up.

"Yes, but they're my dorks." The conductor sighed.


A bit later, after getting the train out of the rocks and fixing the really rough edges, the three found themselves in a small guest room. It consisted of two small beds, a nightstand, closet and table setting.

The trio were sitting near the table, wondering what would happen next. For some odd reason, the conductor was taking a while to get back. They weren't too concerned but it did bring up some questions.

"Why do you think the conductor asked us to wait in our bunk room?" Mugman asked, as Cuphead took a sip of his hot chocolate.

"I'm not sure." Audrey shrugged. "He didn't seem to say anything else after he got back, so I can't tell what he was thinking."

"Maybe he's gonna give us a reward!" Cuphead chimed in. "He must have been so impressed by our performance, he's going to get something for us! Like movie passes!"

"Or a lifetime supply of candy!" Mugman squealed.

"Guys, I don't think-" Audrey started, but the two started to bounce insanely in their chairs, giggling with delight.

Now, she had that same feeling when Nintendo announced the launch of Super Mario Odyssey, but something told her they weren't getting a reward.

Just then, they heard the door open and the conductor stepped in.

"Listen boys, I've been thinking… stop bouncing!" He snapped. Almost instantly, the boys stopped and waited to hear what he had to say.

"This, uh, whole crew for eternity thing isn't working out." He stammered. "It's not really you so much as it is me."

Audrey nearly snorted at that. She had heard in high school all the "It's not you, it's me" deal, and wondered if this was his way of telling them to leave.

"You're setting us free?" Mugman asked.

"Well, actually, I'm just gonna eat you." He bluntly told them. "See you at dinner! He then closed the door and after a second, it began to sink in for the two and they screamed.

"Ok, not what I wanted to hear." Audrey muttered.

Just then, they stopped screaming when Cuphead announced. "Wait, I have an idea!"

"Really?! What is it?" Mugman trembled.

"Let's leave!" His brother informed them.

"Easier said than done." Audrey claimed.

"Yeah, the door is locked and the only way out is through the... perfume department." He cried, as he pointed to a live-action room full of perfume and customers that was right next to the door.

"How did? Where did that come from?" Audrey asked, scratching the back of her head. While she knew it was cartoon logic, this was just weird.

"Let's do it." Cuphead announced bravery.

Taking a deep breath, they tried to run through the department but got sprayed with all sorts of perfume. While Audrey could handle perfume, not to mention the thousands of brands before her wedding, she could not handle the strong scents, especially in the mall. She would get terrible headaches from it.

Mugman tries to run through the department with a gas mask, but someone was rude and removed it and sprayed him in the face with perfume and one sprayed into Cuphead's mouth.

Gross.


Finally, after what seemed to be endless hours, the trio finally exited the department, piling on top of each other and gasping for air.

"I always hate going in there!" Mugman panted.

"Yeah, same." Cuphead gasped.

"Well, at least we're out. That's a good thing…" Audrey commented. Just then, they heard something strange coming from the other room. "Wait! Listen!"

They saw they were near a set of double doors. They pressed their ears to it, and heard the conductor on the other end.

Inside his quarters, he was writing in his diary.

"Dear Diary; I told them I'm going to eat them tomorrow. I made up some of that brown sauce my cousin showed me just for the occasion. Ahh, it's a good thing I found my dining tie again." He sighed, as he held up a red tie that had the design of a black skull pressed in on the center of the tie.

He grabbed his diary and turned from the table, as he continued to write and speak aloud. "Remember the last time I lost me dining sock, I couldn't eat for a whole week. Yes, sir, sometimes I wonder how I'd survive if anything should ever happen-!"

However, when he turned back, he saw that his tie was gone. He looked around frantically and from the window he saw the trio escaping with it.

The trio bolted down the hallway when they heard the conductor shout "Give me back my sock! Everyone knows I can't eat without it!"

"Never!" Cuphead called back.

The conductor was furious about this. He then began chasing them down different cars of the train, passing through ghosts, knocking over trays of food and beverages, and causing havoc to break out.

The conductor was getting really close to Cuphead, and Audrey began to panic. Suddenly, an idea came to her.

"Cuphead! Give me the tie!" She shouted.

He did and Audrey ducked into another room. The conductor had Cuphead cornered and was about to strike him when

"Hey, bone head! I have your stupid tie!" Audrey called. "You want it, come get it!"

He sees her dangling it in front of her and blowing a raspberry at him. Enraged, again, he rushed after her. While she was able to keep her distance, she needed to get him tired.

When she saw Mugman, she handed it off to him and he proceeded to bolt down the hallway.

The heroes began to use this method, passing the tie like it was a baton and ran around the train, hoping to wear him out. The plan seemed to be working, seeing as he was gasping and slowing down.

"Sheesh, he's got no lungs in his body, and yet needs some air." Audrey chuckled. "Interesting."

They then headed to the roof of the train and ran until they came to a ledge. The conductor reached them, clearly ticked off.

"Give me back my tie!" He barked.

"No! We won't be giving it to you unless you let us go!" Mugman shouted.

"Okay, then…" The skeleton replied. Just then, he tries to zap Mugman but he holds up the tie as protection. "Give it to me!"

"No!" Mugman cried, starting to tear the tie.

The skeleton began to panic as he cried "Wait, you're stretching out the elastic!"

"Then let us go and we'll give you back the tie!" Audrey snapped. "We don't belong on this train!"

"You're going to stay here, whether you like it or not!" He snapped.

Before they could do anything, suddenly, the heroes felt themselves being grabbed and trapped. It turns out it was the ghostly trio that got them. Duke had Mugman and Audrey in his grip, Emma held onto Cuphead and Jasper got the tie.

"Ha! Got it!" Jasper beamed.

"No! Let go!" Audrey screamed, struggling.

"Struggling is pointless." Emma claimed. "We got what we needed."

"Finally, you three actually did something right for once." The conductor sighed. "Now, give me my tie."

Jasper smirked and was about to hand it to him…when he suddenly stopped. He didn't know why he stopped, but then he began to have a strange feeling inside of him. He looked at the tie, then at the heroes and then at the conductor.

"Well, give it to me!" He snapped. "If you do, I'll allow you three to come on the train as much as you like! You won't need to get a mortal! Just give me the tie! NOW!"

Before Jasper could, he began to think about the conversation he had with Audrey, about how wrong it was to force people on the train and how there should be another way to get on without being so mean.

Finally, after a second, he spoke up. "Erm, sir, I know it's important, but I don't think it's a good idea to hold these people hostage."

"What?! That's how I've been doing it for centuries!" He snapped. "Give me one good reason why I should let them go."

"Well, they really had no business coming on this train." Jasper claimed. "We forced them on for a ride and it's not right to do that. I'll give you the tie, but after you let them go. Maybe there's another way we can let people on."

"You can't be serious!" The skeleton shouted. "I'm giving you a once and a lifetime opportunity to stay here! Don't you want to be on the Phantom express, living in style and seeing what you're missing out on?! You know you've wanted that since you first saw this."

"Yeah, but, the three of us would have to pay a price." Jasper mentioned. "What good is it to have a lifetime of fun for the price of three people?"

The conductor growled at him. "I see how this is. You've grown soft since you met them. Very well. I'll just take this and destroy you idiots!"

He snatched his tie from Jasper and was ready to attack them. The group huddled to protect themselves…when they all felt the train come to a screeching halt.

"Huh?! Hey! What gives?" He shouted.

A trainman rushed over and called "Sir! It's sunrise! The train is about to vanish!"

They looked and sure enough, the sun was starting to rise. Thinking fast, and seeing the conductor was distracted, the ghosts flew them off the train and back in the cemetery. The skeleton wanted to give chase, but with the sun being to ascent, he didn't have much choice.

As the sun reached its peak, they all witnessed the Phantom Express along with the train stop, vanish from sight.


Soon, they came to the entrance to the graveyard and placed the heroes down.

"Sheesh, what a night." Jasper sighed.

"Oh, I feel positively worn out after that." Emma claimed.

"Yeah. I feel tired." Duke commented. For once, Jasper didn't slap him.

They turned to the group and sighed. "Look, we're sorry about what happened. You're right, it's not a good idea to make people go on just so we can get a ride. I hope you're not mad at us…"

"No, I'm not." Audrey smiled. "I know you wanted to hop on the train and see what it's like, but it should be at a fair price."

"Yeah, but I'm so glad you guys chose to help us." Mugman beamed. "That was getting a bit close."

"Agreed." Cuphead nodded. "So, what now?"

"Well, since the sun is up, we need to head back into the graves." Emma claimed. "We can't be out during the nighttime, otherwise we'll fade out of existence."

"Oh, that's too bad." Cuphead sighed. "Would be nice to hang out with you guys."

"If ya want, we're always here playin go fish at our graves." Jasper piped up. "Maybe if you're taking a trip down in the graveyard, you should stop by."

"That sounds great." Audrey mentioned. "We should be getting back, but we appreciate your help."

"Anytime, love." Jasper nodded.

They bid the ghosts farewell and headed out the graveyard, as the spooky bunch headed and flew into their tombstones.

After a bit, the heroes returned to the cottage.

"Well, that was some adventure." Mugman beamed. "While it was scary, it was pretty fun to try and be scary."

"Same here!" Cuphead giggled. "I would love to do that again."

They then approached the front door and saw Elder Kettle work in his garden.

"Oh, hello, boys and Audrey." He smiled. "How did you sleep?"

"Like the dead!" They replied.

As they headed inside, Kettle wasn't sure what they meant by that, but it couldn't have been anything too big.

As soon as Audrey reached the guest room, she flopped onto her bed, worn out.

Or in this case, dead tired.


Talk about a thrilling ghost adventure! Glad they made it out ok and don't have to spend the rest of eternity on the train. "Toon" in next time for another thrilling adventure!

As always, thanks so much for reading! Don't forget to leave a review, but let's avoid the flames please :D