Max tossed and turned in his bed kicking the blankets off in the process. He was dreaming about Mr. Electric again and this time, he successfully killed his friends sharkboy and lavagirl. Tears ran down his cheeks as he saw his friends die before his eyes. There was nothing he could do. His whole dream world started falling apart leaving everything in total darkness. He watched the bodies of his friends vanish. He curled up into a little ball and sobbed. He was alone and scared.

"Max! Wake up!" Max felt himself being shaken almost roughly and heard his name being called again.

"Max!"

Snapping out of his dream, he let out a scream and looked around widely. He jumped when he felt himself being lifted in the air and placed on something solid and slightly wet.

"Shhh..it's okay. It was just a nightmare."

Max looked up and saw Sharkboy's face. He was cradling him in his lap and holding him tight. Max wiped away his tears. "Sharkboy?" He pressed Max's head against his chest.

"Shh. I'm here. It's okay. What did you dream about?"

Max took a shaky breath and told sharkboy his dream. "I-I had a dream that Mr. Electric killed you and lavagirl and there was nothing I could do about it. You guys died before my eyes and planet drool started falling apart. I felt so helpless." Max started crying again.

Sharkboy rocked back and forth holding Max tighter to him.

"There there. It's not real, okay. Me and lavagirl are just fine and so is your dream world. We're not going anywhere. Mr. Electric is gone, and he is not coming back." Max nodded his head and tried to relax. He was a bit shocked that sharkboy was being so kind and gentle to him. He was usually hostile and aggressive. Maybe he really does care about Max to an extent.

"Are you feeling better now?"

"Yeah. Thanks, sharkboy."

"No problem. No more eating sugar before bed, alright? It gives you nightmares." Max laughed a bit.

"Okay."

"Do you think you can go back to sleep?"

"I can try, but do you think you can sing to me that lullaby you sang to me when we were on the land of milk and cookies?" Sharkboy shrugged.

"Sure, if you want."

Max smiled and snuggled closer to sharkboy. Sharkboy started singing the lullaby in a soft voice. Max closed his eyes and listened to his soothing voice. Sharkboy leaned back against the pillows so Max laid on his chest.

Max's eyelids grew heavy, and he fell asleep with a small smile on his face. Sharkboy looked down and noticed Max sleeping. He gently laid Max back on the mattress and pulled the covers over him. He ran his claws through his hair before standing up to leave.

"Sweet dreams, buddy." Sharkboy left leaving Max alone. Max snuggled closer against his pillow and dreamed of pleasant things.