A/N This story was inspired by the 2D Bendy and Ink Henry AUs created by shinyzanzo and themarginalartist. You can find their work on tumblr.

Disclaimer: Bendy and the Ink Machine belongs to The Kindly Beast. I only own my OCs.


Ben opened his eyes blearily. He didn't mean to fall asleep in Henry's chair, but he was too tired to make it home. Soft laughter got his attention. Henry and Bendy were sitting on the couch, watching some sitcom on TV. Whatever was going on in the show, had the little toon in stitches.

"Oh, you're awake." Henry smiled warmly and came over to check on him. "Are you alright?"

"Yesss, I'm fine." He rubbed his eyes with the palm of his hand. Ben did feel better if a little thirsty. Henry gave him a cold glass of water which he happily accepted. He noticed Bendy's attention was no longer on the television and instead on him. It was strange to see such a thoughtful expression on the little toon's face.

"Hey Ben? What does it feel like when you can't change back?" Bendy asked. Ben thought about it for a moment. It was hard to describe but he did the best he could.

"I feel ssstuck. It feels like my body is being pressed from all sidesss and I can't move." The lanky demon stared down at his mismatched hands. "After a while, my body…loosens up and I can be myssself again."

"Huh, that's strange…" Bendy jumped off the couch and stood closer to the other demon. "You shouldn't have this much trouble changing your form like this. You're a toon! Our bodies are made for this kind of stuff."

"I'm not a toon.", Ben mumbled tiredly.

"What are you talking about? Of course you are!" Bendy gestured to Ben wildly. "You're just like me!"

"I'm nothing like you. I'm a monssster." After that admission, he refused to look at either of them. He knew what he was and nothing they said would change that.

"No, you're not!" Ben was startled when Bendy stomped his foot. The little toon looked angry. He couldn't understand why he was so upset.

"You are a toon!", Bendy shouted. Ben sighed and shook his head. He explained that he couldn't do the things toons can do like pull things out of thin air.

"Ok, so you don't have a hammerspace…" Bendy looked the lanky demon up and down as he searched for something toon-like about Ben. "But you use toon logic!"

"What are you talking about?" Confusion colored his voice. He doesn't use any kind of toon logic. His abilities came from the Ink Machine.

"Your portal, dark doorway thingy!" Bendy pointed at the wall. "Y'know, the thing you use to get around and sneak up on people."

"The dark doorwaysss have nothing to do with toon logic.", Ben hissed. How dare the little ink spot compare what he does to something crazy like that! "It isss power granted to me by the ink."

"Well yeah! The ink gives you the power to use toon logic!" the little toon asserted. He couldn't understand why this was hard for Ben to grasp. By the befuddled look he was getting, the ink demon still didn't understand.

"It's a portable hole gag." Bendy deadpanned comically.

"A what?" Ben glanced at Henry who just shrugged but couldn't hide the smile tugging at his lips. He seemed to have an idea what the little toon was talking about.

"Y'know, a portable hole gag? A toon draws a hole in the floor or on the WALL- "the toon points at the demon knowingly. "And someone either falls into or steps through it!"

"Wait…what? No, that'sss not right. It'sss not the same thing…" Ben stammered for a moment before he trailed off. His pie cut eyes grew wide and took on a thousand-yard stare. Many thoughts raced through his head. He was fairly certain he was nothing like a toon. He tortured others for years and his powers came from the cursed ink itself! There was nothing toon-like about him. Right?

Henry and Bendy exchanged worried glances. Ben had been in a daze for a few minutes. His eyes were unfocused as the violet glow dimmed. His mouth flopped open as though he was going to say something, but nothing came out.

"Hey Ben, are you alright?" Henry's voice caused the lanky demon to flinch.

"Uh…yeah, I'm-I'm fine." Ben seemed shaken by Bendy's words. He had a hard time believing he was anything more than a monster. He ruined a lot of lives over the years. Still, the little ink spot gave him a lot to think about. He gave himself a mental shake, then cleared his throat. He wasn't ready to deal with this right now.

"I do wish Beth would ssstop making me angry.", Ben sighed. The demon rubbed his eyes with the palm of his hands. "I don't like losing control."

Bendy was surprised that Ben would say something like that. He always thought the demon didn't care whether he harmed someone or not. At least, that's how he was in the studio.

Henry hummed softly. The way Ben described the teasing from Beth reminded him of his sister and himself when they were young. In fact, it was eerie how similar it was. It was like when they were very young.

As soon as June learned how to walk, she followed him everywhere. At first, he loved it. He loved being the big brother to his baby sister. But after a while, it started to get annoying. When he went to play with his friends, June wanted to tag along. She even took his toys without asking and didn't want to give them back!

One day, their fight over one of Henry's army men got heated and he shoved June. She fell and started to cry. Their parents were at her side within moments. Their mother was doing her best to calm his sister down, while their father pulled him to the side to talk.

Their father had scolded him. He felt awful for making his sister cry, but he wished she would stop taking his toys. Once he made Henry promise to apologize to her, he gave him some sound advice. Advice Henry was willing to share with Ben now.

"Ben. I'm very proud of you.", said Henry. The ink demon was taken aback. He didn't think he did anything to be proud of. "I know Beth can be a handful and I'm glad you didn't retaliate."

Ben shrugged but no one missed the light dusting of grey on his cheeks. He knew Beth was just playing around, but it still upset him more than it should have. The last thing he wanted was to transform or just lose his temper again.

"I know June had a good talk with the girls, but Beth will try to push your buttons." Henry chuckled at the exasperated sigh from Ben. He loved his niece, but she could be very rambunctious at times.

"And that's why I'm going to give you a little advice. Advice our father gave to me." Henry nodded sagely. Ben leaned in close, hanging off the man's every word. The old animator said something that shocked both demons.

With a playful twinkle in his eyes he said, "Don't get mad, get even. Do something that'll make her think twice about taking your things."

The room grew quiet as Ben and Bendy stared at him with eyes as wide as saucers and mouths agape. Both demons looked like a couple of fish gasping for air. They looked so funny, Henry wished he had a camera. June would love this.

"Henry, what are you talking about?!", Bendy shouted. The little toon was bombarding Henry with a bunch of questions while Ben sat there, speechless. He was happy to let the little toon do all the talking. Frankly, he was having a tough time finding his voice.

"Bendy, calm down and let me explain.", Henry sighed. When the little toon started to scold him, the old animator threw his hands up in mock surrender.

Bendy grumbled and plopped down on the couch. He was getting annoyed at the amusement he felt through their bond. He didn't find this situation funny at all. Did Henry forget who he was dealing with?

"I'm not telling Ben to do anything dangerous. Maybe a few innocent pranks." Henry shot the ink demon a knowing glance.

"Henry, you can't be serious!?", Bendy shouted angrily. "He doesn't do innocent pranks, or did you forget what happened to us in the Studio?" Bendy was fuming. He couldn't believe this was happening.

He jumped off the couch and stomped his foot. His gloved hands were balled up into shaky fists at his sides. He was breathing heavily and glaring up at Henry. The rage flowing through their bond caught Henry off guard.

"Woah bud, take it easy." Henry reached out to the irate toon but recoiled when he felt the full brunt of Bendy's anger through their bond. It was a familiar wave of heat that assaulted his senses. Not since leaving the studio had he felt such an intense emotion from his friend.

"He put us through heck back then.", Bendy growled. "I won't let him do that to the girls!"

The little demon stomped his foot and continued to rant about Ben and how dangerous he was. How he was not capable of pulling a simple prank that would not get someone hurt. He had steam coming out of his non-existent ears!

Out of the corner of his eye, Henry could see the shocked expression on Ben's face morph into a deep scowl. The violet glow in his eyes grew more intense as Bendy rambled on. His lip curled, exposing blocky teeth with sharp canines.

Ben's lanky form slowly rose from the armchair. The movement was eerily smooth and boneless, like a puppet being pulled up by invisible strings. A movement surprisingly graceful for someone so tall. It made the hairs on the back of Henry's neck stand up. He knew he needed to do something before things got out of control.

The tall demon only managed to take a few steps towards Bendy when Henry intercepted him. Ben didn't push him out of the way. He just stood there, quietly staring down at the old animator. The heat from the demon's glare threatened to burn a hole through his skull. Still, Henry stood his ground and tried to de-escalate the situation.

"Ben, wait!", Henry pleaded. He really didn't want a fight to break out in his house. He definitely didn't want to get caught between two angry demons.

The ink demon's eyes swiveled from Henry's face to the little toon throwing a tantrum behind him. He hissed through gritted teeth as Bendy went on and on about how he would hurt the children if he was allowed to do whatever he wanted.

"Let me talk to him.", Henry implored him. Despite his growing anger, the tightness around Ben's eyes barely hid the hurt he felt. No matter how tough the demon appeared to be, Bendy's harsh words were having an effect on him.

"But he'sss wrong!" Ben's voice had a hint of desperation in its tone. Bendy throwing his past actions back in his face opened some old wounds.

"I know. He's just…he's just worried about the girls.", Henry sighed. He realized that they spent so much time making sure that Ben adjusted to the world outside of the studio that he didn't check to see if Bendy was alright. Looks like he needed to have a talk with the little toon.

Ben tore his eyes away from the little ink spot to glare down at Henry. To his credit, the old animator didn't look away. His widow's peak lowered before knitting together in concern.

Ben opened his mouth to say something but was interrupted by a high-pitched scream. When they both turned to see what happened, all they saw was a puddle of ink on the floor! The little toon was gone.

Henry rushed to the spot where Bendy was standing. When he got there, he dropped to his knees and called out to Bendy. The small pool bubbled and churned before a gloved hand broke the surface. He quickly grabbed the toon's hand and slowly pulled him out of the inky puddle.

The ink clung to his body as though it didn't want to let him go. Once he was free of it, the little toon collapsed into Henry's arms. He was shaking while muttering something about the emptiness that stretched on forever.

"I-It was so dark…", Bendy whispered. Henry rubbed his back and told him that he would be alright. It took a few minutes for the toon to calm down.

"I told you he couldn't be trusted!", Bendy whined. He glanced at the puddle and shuddered. "His idea of a "prank" is dangerous!"

"What?" Ben looked genuinely shocked. His response seemed to set Bendy off. The little toon pulled away from Henry and rounded on the taller demon again.

"You know exactly what I'm talking about!", Bendy shouted as he pointed at the small pool of ink. "Are you tryin' ta kill me?!"

"Uhh…" Ben blinked owlishly. He looked back at the puddle on the living room floor, then back at the irate toon and said, "I-I didn't do thisss…"

"Of course you did!", Bendy screeched and waved his arms wildly. "You're the only one here that can create those inky puddles!"

The lanky demon grunted and walked past the little toon to kneel near the puddle. He carefully laid his gloved hand on its surface. Ben squinted as he studied the dark pool before him. The ink was cold, and it tried to cling to his fingers. Peering into the darkness, he could tell it led nowhere. It was almost as if… His eyes grew wide, and widow's peak slowly crawled upwards as he felt something very familiar. He began to chuckle.

"What's so funny?", Bendy growled and tapped his foot impatiently. This situation wasn't amusing at all.

Ben turned to the little toon with the biggest grin on his face and said, "I didn't do thisss, but you did."

"W-what are you talking about?!", the toon demon stuttered. Henry stood next to Bendy and asked him to explain.

"Thisss ink belongsss to Bendy, not me.", Ben exclaimed. "He must have opened a dark puddle in his anger." He ran his gloved hand across the surface of the small pool of ink. He went on to explain that this puddle didn't lead anywhere and that's why Bendy fell into emptiness.

"This is impossible. I-I can't do stuff like this!" Bendy approached the dark pool of ink cautiously. He rubbed his hands together and stared at the puddle as though something would burst through the surface, grab him, and pull him in. The little toon did a poor job of hiding his fear.

"Did I really do this?", he whispered. Ben sighed and told the little toon to come closer. He had nothing to be afraid of.

The little toon stood next to Ben and stared down into the inky puddle. He shuddered as he glared down into the darkness. Now that he thought about it, this puddle did feel different from the ones Ben created. It wasn't as oppressive as the lanky demon's. Although, it's rather small compared to the ones his counterpart creates.

"I can't believe I made this.", the little toon murmured. "How is this possible?"

"It looksss like you gained this ability from me." Ben speculated that their exchange back at the studio must have gone both ways. It looks like they unintentionally shared their respective abilities.

"What do I do now?" The little toon looked up at Henry in utter dismay. He knew he was flooding their bond with fear, but he couldn't help it. He learned that nothing good came from interacting with the dark puddles.

Bendy was startled when Ben reached out and flicked his horn. He smirked at the dirty look the toon gave him and said, "I will teach you how to control the dark puddles."

"R-Really? Are you sure?", disbelief echoed through Bendy's voice. The lanky demon nodded and gave what he hoped, was a reassuring smile. Both animator and toon looked surprised by his offer.

"You wouldn't be the first toon I've taught how to open dark doorways.*", Ben chuckled. He told Bendy it was good to know how to open and close dark doorways. With practice, the little toon would be able to go wherever he wished to go.

"Don't fear the dark puddlesss. It'sss apart of you now." Ben used the same "portable hole gag" argument the little toon used on him just a few moments ago. This caused Bendy to stare at him dumbfounded while Henry chuckled softly. The tall demon had a point.

"Now, it's time for your first lesson." Ben straightened up and gestured towards the small, inky pool. He told the little demon to close his eyes and picture the dark pool in his mind. After a few seconds, he told him to imagine the pool of ink was shrinking. It would grow smaller and smaller until it was gone, like a puddle of water drying up in the hot sun.

Henry stood close by and watched. He knew Ben was the best teacher for his friend in this situation. He wasn't sure how he felt about Bendy messing around with the inky portals, but he agreed that he needed to know how to control them. The last thing they wanted was for him to open another one by accident.

The little toon's face was scrunched up in concentration. as the inky puddle began to ripple. A minute later it grew still. At first, it looked like nothing was happening, but ever so slowly, the pool began to pull in on itself. It grew smaller and smaller until it disappeared.

"You did it.", Ben said softly. Bendy opened his eyes and squealed. The puddle was gone. The toon cheered while jumping up and down. Henry congratulated him and the little toon hugged him.

"I did it Henry! I can't believe it. I did it!" Bendy turned to the lanky demon with a huge grin on his face and said, "Thank you Ben!"

After a moment, the little toon's joyous expression dropped and guilt replaced it. He looked up at Henry who gave him an encouraging nod. He approached the taller demon who watched him intently.

Bendy rubbed his hands together anxiously, took a shaky breath, and said, "I'm sorry. I shouldn't have said those awful things. It's just, I-I was worried about the girls and-"

Ben held up his hand, cutting him off mid rant. He silently glared down at Bendy for a few moments. The little toon gulped audibly and tried to continue but froze when the taller demon reached out to him. He flinched back, then closed his eyes as waited for the hit that he knew was coming.

The little demon was startled when a large, gloved hand rested on his head. His eyes flew open and looked up at the other demon. The anger blazing in that violet glow held just a touch of sadness.

"You idiot!", Ben hissed. "I care about them too. That'sss why I came to you for help. I don't want to hurt them."

"How do you know this'll even work?", Bendy said in a hushed tone. His widow's peak furrowed. The lanky demon seemed sincere, but so many things could go wrong, and he felt this was too risky.

"Well…", Henry looked down at Bendy with a soft smile and amusement dancing in his green eyes. "It worked for June and I."

"You trust me that much?", Ben questioned. His pie-cut eyes narrowed as he searched Henry's face for any signs of deception. If this turned out to be a cruel joke, he would not be laughing.

Henry noticed the demon's skepticism, so he continued, "I know you're clever enough to pull off a prank that won't hurt anyone. Just a little something to get your point across."

Bendy felt like his world had been flipped upside-down. He couldn't believe Henry was giving Ben permission to pull pranks on his niece. If the mischievous glint in his eyes were any indication, he was perfectly fine with it.

"Hmm." Ben rubbed his chin in thought. An innocent prank. Something that won't hurt Beth but makes sure she stops taking his things. After a few quiet minutes, he chuckled darkly.

"I have an idea." Ben grinned and rubbed his hands together gleefully.

"It had better not be anything dangerous!", Bendy waggled his finger in warning. The demon rolled his eyes, but his grin grew slightly lopsided.

"Don't worry. It'll be harmless, I promissse."

Ben's smile was crooked and less than reassuring, but Henry knew the demon would keep his word. He was a lot of things, but a liar wasn't one of them. It also helped that he genuinely cared about the children.

"Bendy, stop fussing with Ben. He knows what he's doing.". Henry and Ben exchanged knowing glances that annoyed Bendy even more. The old animator flooded their bond with reassurance, and it helped sooth the toon's worries.

Once he had a firm plan in mind, Ben decided it was time to head home. The demon shuffled over to the wall where he waved his hand and created a dark doorway. He touched the dark, shimmering surface with the tips of his fingers and was about to step through the portal when Bendy grabbed his hand.

"You're coming back, right?" The little demon looked slightly panicked. A lot has happened, and he was still unsettled by it all.

"Yes, I will come back. We have a lot to teach one another." The little toon let go of his hand and he playfully flicked one of Bendy's horns. The smaller demon yelped and jumped back out of his reach. The lanky demon chuckled and disappeared into the portal.

"Bendy, it's going to be alright. We just need to trust him.", stated Henry. The little toon stared at the wall for a few moments, worry etched all over his face. Reassurance from the old animator helped somewhat, but he couldn't help but be concerned about his counterpart.

Bendy slowly realized, he needed to give the tall demon a chance. Although, if Ben hurt the girls, he would make sure it never happened again, whether Henry liked it our not.


EN*In the story, The Plate, Ben taught a rag doll demon by the name of Benny how to open dark doorways using inky strings.
Benny is from the Stitched AU created by FullmetalDevil.

I'm sorry this took so long. I'm finally settling down and writing again. I have one more chapter to go and hopefully it won't take a whole year to finish lol. Enjoy everyone!