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 couldn't help but smirk. Bendy had such an intense look of concentration on his face. They had been practicing creating small inky puddles on Henry's living room floor. The little toon was still learning how to stabilize his portals, but he was slowly getting there.

"Why is this so hard?", Bendy whined. His puddle wouldn't keep its shape. It would start out as a perfect circle but a few moments later, it would spread out unevenly across the floor. It was even worse when he tried to create one on the wall. The ink would run down the wall like he splashed paint on it. A total mess.

What really frustrated him was how hard it was for him to control where the dark puddles took him. Ben kept telling him that he needed a clear picture in his mind to take him where he wanted to go. Bendy's toony nature made it hard for him to concentrate for too long.

Ben shook his head. As much as he enjoyed watching the little ink spot struggle, he recognized how tired each attempt was making him. He was getting sloppy and reckless.

"Alright, that'sss enough for today.," Ben said. "You're getting tired."

"What are you talking about? I'm not tired!", Bendy huffed. He scowled at the taller demon. He could feel inky sweat running down the side of his face. He tried to wipe it away discreetly, but the movement caught Ben's eye.

"Uh huh, sssure. We're done for the day."

"B-But I can get it! I don't need to stop…" Bendy began to argue with him but Ben reached out and flicked the little toon's horn. He yelped and jumped back, out of reach of the taller demon.

"You will get better, with practice. There isss no russsh."

"But you make it look so easy!", Bendy grumbled. Henry walked over and placed his hand on the toon demon's head.

"It wasn't easy for me in the beginning…" Ben told them about the first time he opened a puddle and tumbled through the void because he didn't know what he was doing. It was a frightening experience.

"You need to rest. If you are exhausted, you can't concentrate. Trussst me, falling through the inky emptiness is not pleasant."

Henry gave his friend a reassuring smile and said, "Ben is right. You need to rest."

"Oh…alright.", Bendy sighed. He pouted and crossed his arms. The pout morphed into a loud yawn. He rubbed at his pie-cut eyes and leaned against Henry.

The demon sighed. The little ink spot could be so stubborn at times. Well, Henry will take care of him. They can practice more another time.

"Are you joining us for lunch today?", Henry asked.

"No, thank you." Ben turned and waved his hand at the living room wall. An inky portal began to form. Before stepping through, he turned to them and said with a small smile, "Maybe next time."

"Hey Lanky, don't get lost out there!" Bendy shouted. The little toon wiggled his finger and had a playful smirk on his face.

"Hehe, unlike you Ink Spot, I don't get lossst." The tall demon chuckled at the sour expression on Bendy's face. He stepped through the puddle and disappeared.

Ben had been doing this for a long time. He could travel from Henry's home to June's without giving it a second thought. That was his home now and it was a place he was happy to come to.

Unfortunately, that's not where he ended up. As soon as the darkness cleared, he knew something had gone wrong. He was standing in a familiar entryway. Yellow wooden walls and an old Bendy poster greeted him. After taking a few steps past the "Welcome" sign above his head in disbelief, he saw a sign on the wall that made his inky heart shudder.

JOEY DREW STUDIOS.

Ben's eyes grew wide. How in the hell did he end up back here? This was the last place he wanted to be. The studio was empty. Since freeing the trapped souls, the building was cold and lifeless. Ink no longer flowed through the pipes in the walls. The studio was…dead.

The demon reached out and touched the wall. He needed to make sure he was really here and not just hallucinating. It was real. The lights were glowing dimly and the projector on the other side of the room was off. It was quiet save for the occasional creaks and moans from the building itself.

"How is this possible?" Ben whispered to himself. Maybe he was momentarily distracted by his conversation with the little ink spot. He must have had this place on his mind when he opened his inky doorway. It's been a long time since he made a mistake like this, but it was easy to fix.

The lanky demon took a few deep breaths. He needed to calm down and concentrate. He closed his eyes and got a clear picture of June's home in his mind. The warmth of the colors, the scent of freshly baked cookies, and children's laughter always helped him find his way back there.

With those memories fresh in his mind, he opened a portal and stepped through. Darkness enveloped him. When it cleared, his heart dropped. He stood before the sign leading to The Music Department.

"W-What'sss going on?", he stammered. There was little light down here. The glow from his violet eyes barely illuminated the sign a few feet ahead of him. It was dead silent down here. He did not like this. Not one bit.

"No No No!" Ben started breathing heavily as he turned in a slow circle. This had never happened before. His portals always took him where he wanted to go. He did not want to be here! He slammed his fist into the sign, forcing a portal to form and stormed into it.

Ben stumbled out of the inky puddle and ran into something big and somewhat soft. The glow from his pie-cut eyes shown on a large Boris plushy. He stepped around it and could barely make out the giant Bendy statue in the middle of the room. He was in the Heavenly Toys department.

His heart thudded wildly in his chest. The feeling of being trapped was starting to overwhelm him. The dark puddles were supposed to free him. They were supposed to keep him from being locked away again! This isn't right!

The tall demon tried repeatedly to escape the studio. Each portal he opened brought him deeper into the building. He began to panic with each failed attempt. He didn't want to be here. He wanted to go home!

He kept trying to escape but to no avail. The deeper he went, the darker it got until he could not tell where he was anymore. Even the glow of his eyes didn't help. The gloom and stillness were pressing in on him. He needed to get out of here before he lost his sanity.

At some point he stumbled into an area that was flooded with ink. He fell to his hands and knees in exhaustion. The violet glow of his eyes had dimmed considerably, and his breathing was quick and shallow. His thoughts were all jumbled and his heart felt like it was going to beat out of his chest. He was struggling and he knew it. He needed a moment to pull himself together.

"Being stuck in this place isn't helping!", he thought bitterly. Ben slowly got to his feet. His legs shook and he had to lean against a nearby wall. He was glad Bendy and Henry weren't here to see him like this. He wasn't in the mood for their mocking right now.

The tall demon took a few deep breaths and began looking for a way out of this flooded room. The ink was cold and lifeless. Without the souls flowing through it, it felt stagnant and strange.

It was quiet save for the sloshing sound he made as he waded through the ink. He used the wall to brace himself until he could get his strength back. He hated feeling so helpless. He was the ink demon after all! Something like this should be easy for him. The ink obeyed him, and yet, he can't seem to leave this place using the dark puddles…

He was startled out of his thoughts when his knee bumped into something hard and metallic. There was a soft click, and a bright light nearly blinded him. He stumbled back as he shielded his eyes. It turned out to be an old projector nearly submerged in the ink. It started playing a Bendy cartoon on the wall near him. The light illuminated a part of the room, and he was able to make out where he was.

"Ah, Level 14. Norman'sss old haunt.," he sighed with relief. He knew where he was now. He just needed to find the elevator and work his way up. He was not sure if it still had power, but he hoped so. After all, the projectors were working just fine.

Ben gritted his teeth and pushed away from the wall. The ink sloshed around his legs as he made his way down the wide hall. The fluid felt thicker than usual. He began to struggle with each step. It was as if it was fighting against him.

"Something's not right…," Ben thought. He should not have this much trouble moving through the ink like this. He was not a weak human; he was the Ink Demon! He was born of the ink. It was under his control!

As he moved further down the hall, the light behind him grew dimmer. The rest of the way was plunged into darkness. Ben hoped that the hall would open to where the elevator platform was. He could take his time and walk to the middle of the room then take the lift up.

He froze when he heard a loud splash and a deep, watery growl echoed down the hall ahead of him. Before he could react, another projector flared to life and the light shown in his eyes, blinding him. He stumbled back and threw his arm up to shield his vision. He squinted and could barely make out a large form standing at the end of the hall.

"Who'sss there!?," Ben growled. His horns twitched at the sounds of splashing and something heavy running down the hall towards him. He took another step back and tried to brace himself for an attack, but his assailant was fast. Something grabbed his arm and slammed him against the wall. He gasped as the wind was knocked out of him. Before he could get his bearings, the attacker grabbed him by the back of his head and bashed his face against the wall several times.

There was a loud click as the projectors shut down, plunging the hall into darkness. Ben did not notice as he swayed on his feet and his vision became blurry and full of stars. His legs gave out and he collapsed to the floor. He could feel his consciousness slipping away as his body sunk into the ink flooding the hall. The last thing he heard was the deep, gurgling laughter of his attacker and the chilling words:

"Welcome Home…"

Ben began to stir. His body felt heavy and stiff. He tried to open his eyes, but his head was pounding like a drum. He groaned and rested his cheek against the cold floor. The cool surface felt good against his aching face. Wait…wasn't he laying in a flooded hallway?

He squinted and indeed, he was laying on a wooden floor devoid of ink. The demon tried to sit up when he noticed something cold and heavy around his neck. As he shifted his body, he heard something slide across the floor. It sounded like metal scraping against the ground. He reached for whatever was around his neck and managed to touch icy metal with the tips of his fingers. Something was weighing down his hands as well.

Suddenly, his eyes flew open at the memories of a jeweled collar being placed around his neck. That's when he noticed that not only did he have a weighty choker around his throat, but his wrists were bound by iron manacles with thick chains that were bolted to the floor. There was even a chain that was hanging from the ceiling that was attached to the back of the collar around his neck.

Someone had captured him! His heart began to beat wildly as his panic started to rise. He balled up his hand and tugged on the chain as hard as he could. He couldn't break them! The demon started to growl. Whoever did this, will pay dearly!

"Well, well, well...looksss like you're finally awake.," a deep, gravelly voice echoed across the room.

Ben hissed at the stranger but stopped when his eyes fell upon the room he was in. There were more chains hanging from the walls and ceiling. The room was lit by several candles on the floor. There was just enough light to see who his captor was.

"Long time, no sssee.," hissed his assailant. The familiar, horned figure hunched over a symbol on the floor. He used his long, boney fingers to carve the pattern. The creature lifted his wedge shape head upwards. The big, blocky teeth seem to glow slightly in the dim candlelight. He regarded the other demon with a tilt of its head and an eyeless stare that sent a chill up his spine.

"Thisss isn't possible…," Ben said in a hushed tone.

The large creature hunched over on all fours and stalked towards Ben with a grace that belied his size. The scrape of his claws against the wooden floor and the click of his hooves made alarm bells go off in Ben's head. He scrambled to his feet, only held in place by the chains bolted to the floor.

The large creature stopped before him, then stood up to his full height. Even though the inky being's body was almost skeletal, it towered over him. The shear oppressive presence made Ben feel small. It took every ounce of his willpower not to cower before this thing.

The inky being stood there for a moment, then he slowly reached out to him. Ben tried to back away, but he was held firmly in place. The creature touched his chin gently with the tips of its long fingers and tilted his head up.

"You're ssstill wearing thisss masssk they forced onto us?" he said with a garbled hiss. Ben's body began to shudder. "We were a little too eager to pleassse Joey back then. His rejection wounded usss so."

"You-You can't be here.," Ben was shaking. His pie-cut eyes darted around. He tried to look at anything but the large, toothy grin that dominated his vision.

The taller demon chuckled at his reaction, leaned in close and whispered, "Does your new…family know who we really are?"

Ben's mouth suddenly went dry, and he couldn't find his voice. The first few days after his creation were difficult. It was a side of himself he didn't want anyone to see.

"Do they know about the emptiness? The emptiness that cannot be filled with food. The emptiness that gnawsss at our very being. The emptiness that only a sssoul can fill..."

Ben's breathing hitched and he shook his head weakly. The creature huffed. His fingers slid down his chin and touched the metal collar around his neck. He hooked a slender finger through the small gap between his throat and the metal to tug his body closer.

"Figuresss. You were alwaysss good at hiding it.," the tall creature hissed. He tugged on the collar until their faces were so close, they almost touched. Ben shuddered at the cold breath that wafted across his cheek.

"Alwaysss using distractionsss to push the hunger deep down." The tall creature gestured to the room they were in. "And Joey made sure we had plenty of distractionsss while we stalked the hallsss of this prision."

The inky creature let go of the collar with a slight shove. This caused Ben to stumble but he managed to catch himself. The demon walked around him, heavy footfalls making the floor shake from the being's weight. It growled and walked back to the symbol on the floor.

"Not that we had many chancesss to devour soulsss in thisss place." The inky being reached up and tugged at one of the chains hanging from the ceiling and said, "Once the ink claimed those soulsss, they were out of our reach."

"But sssoon, a new opportunity presented itself!" The creature turned on its hooves and threw his skeletal hands up with a flourish. "One of our creators had returned to usss. The soul of a creator is a powerful thing. It can breathe life into the lifeless and imbue othersss with the spark of imagination!"

The being's arms dropped to his sides and his shoulders sagged. He lowered his head, and his voice took on a melancholy tone. "Too bad his sssoul was already tainted by that little ink ssspot." He let out a sound of disgust. Bendy defending Henry kept them from getting what they wanted.

"But all hope was not lossst!", the other demon chuckled darkly. His broad shoulders shook with mirth. "In the end, we managed to worm our way into another'sss home."

"WHAT!?," the lanky demon shouted. He shook his head furiously and growled, "That'sss not what happened!"

"Really?" The taller creature tilted his head and seemed to study Ben for a moment. He huffed and said, "Once the soulsss were free from this place, all distractionsss were gone."

Ben fell silent. He stared down at the floor, lost in his own thoughts. When June and Jason asked him to live with them, he was happy. The Studio was empty, and he would have been all alone if he stayed behind. He was gaining a family of his own. He didn't want any more than that!

"You can lie to everyone around you, but don't lie to yourselfff." The inky being waggled a long, boney finger mockingly. Ben's eyes narrowed and growled a warning.

"We are no longer bound to Joey Drew Studiosss." The creature threw his arms out and said, "We have an entire world full of soulsss at our fingertipsss!"

"No…", Ben whispered. Ink began to run down his face. He knew exactly what the other demon was implying. Truthfully, such things had not crossed his mind. He was content with the way things were now. He didn't need a soul!

The taller demon tsked and said, "What you want and what you NEED are two different things."

Ben growled and fought against his restraints as the inky being approached him again. The clicking of his hooves echoed through the room. They got within a foot of each other when the taller creature reached out and grabbed the smaller demon by the horn. He yanked Ben's head back so he could stare down at him.

Ben was in shock at the other demon's strength as he managed to hold him in place. He hissed through gritted teeth. The strain on his neck sent pain shooting down his back. The creature's imposing presence made it hard for him to breathe.

The creature leaned in close and whispered softly, "Are you willing to put their livesss in danger?" Ben winced at the thought that he COULD hurt them. "When the emptiness growsss too strong, you will prey on your precious family!"

The taller demon let go of Ben's horn and backed away until he stood in the middle of the symbol on the floor. The lanky demon was relieved. He could breathe again without that creature's presence bearing down on him. He sagged in his restraints and closed his eyes.

"You won't be able to resist for long…", the demon purred.

The inky being stabbed a boney finger in the other demon's direction and yelled, "If you do not choose to fill that emptiness, the choice will be taken from you!"

Ben's eyes flew open, and he stared at the other demon nervously. He could hear the warning in its tone that made his chest feel tight. What it said next solidified his fears.

"Well, if push comesss to shove, we have two little girlsss to choose from!" he laughed maniacally. "Their soulsss are so bright and full of innocence. Their youthful energy will invigorate us!"

"DON'T TOUCH THEM!", Ben shrieked. He lunged forward and pulled on the chains. The thought of this creature laying a hand on the children chased away his fears. It was slowly being replaced by his mounting anger.

"Hmm, well if that doesn't work for you, there's alwaysss…Jason.," he said in a sing-song voice. "His sssoul has a quiet ssstrength that will grow very violent when protecting those he cares for. It would complement usss nicely."

"No!" Ben was breathing heavily, and his body began to twitch. Ink began to roll down his face like rain until one eye was completely covered. The glow from his other eye was but a mere pinprick swimming in a sea of black. He dug his feet in and pulled at his restraints even more. He did not care that the metal collar dug into his throat painfully.

"Aw, you seem upset.," the inky creature chuckled at his efforts. Ben hissed and bared his sharp canines. He pulled at the chains until they became taut. The metal popped and screeched as he leaned forward.

"I know what will cheer you up!" The creature raised his hand. Ink began to bubble up from the lines carved on the floor until it formed a puddle at his hooves. He knelt at the edge of the small pool and plunged his hands into the ink. After rifling through the murky darkness, he pulled a blob out. As the being stood up, the ink began to slough away, and a familiar form was held in his arms.

"J-June?", Ben's voice hitched. His arms fell to his sides and caused the chains to clank loudly from hitting the floor. They felt extra heavy and seemed to root him in place.

She lay in the creature's arms, limp and unresponsive. He pulled her close to his broad chest. The inky being began to rub his cheek against the top of her head almost tenderly.

"Ah, June…", he purred. "Ssshe has such a lovely sssoul. She would fill our emptiness with warmth, compassion, and a little sass for extra spice."

Ben stood deathly still as the creature's garbled laughter filled the room. The fear felt like an icy spike had pierced his chest. At this point, he barely took a breath.

"And the best part isss…she would willingly give usss her soul to protect her family!", the creature crowed. The violet glow in the Ben's eye went completely dark as the ink covered it. He suddenly threw his head back and let out a deafening roar. The room shook with his fury.

The creature lowered his large head and whispered in June's ear, "Hehe, I think he'sss angry. Was it something I said?"

Ben lunged forward, bared his sharp fangs, and howled in rage. The force caused the shackles around his wrists and neck to shatter like glass. The chains fell to the floor with a loud clank. Free of his restraints, he charged at the larger demon, intent on wrenching June from his grasp.

The inky creature tightened his grip around June's body as Ben barreled towards them. He stood his ground and watched as the lanky demon got within striking distance before the floorboards under his feet gave way with a loud crack. He fell into a pool of ink and began to sink.

Ben was furious. He was so close to reaching June! Now, he was struggling to pull himself out of this surprisingly deep, dark puddle. He kicked and waved his arms wildly until he was able to break the surface. The demon tried to pull himself out, but he kept getting dragged back down by the ink itself.

"JUNE!", Ben screamed. He managed to pull himself out of the dark puddle and was desperately reaching for her. The taller demon simply laughed at his efforts.

"Tick, tock, tick, tock. Time is running out!" The creature's voice was tinged with mirth. He crouched near the edge of the pool and held June just out of Ben's reach. His panicked movements were quite amusing to the creature.

Suddenly, the ink became thick, and he could barely move his legs. It was like swimming through tar as he was dragged down. He clawed at the floorboards as he tried to find purchase, but it did not work. He was yanked into the puddle, and he fought to keep his head above the surface, but the ink was too strong. The last thing he heard before being swallowed by the darkness was the inky being's cruel, gurgling laughter.

"Don't worry my friend, we'll see each other again…very soon."

Shadow's head shot up. They felt a great amount of fear flowing through the bond they shared with their creator. It was sharp and very overwhelming. They needed to find out what was causing Ben so much distress.

The ink cat got to their feet as quietly as possible. They did not want to wake the children. After checking to make sure the girls were still asleep, they left the room and padded down the steps. Even though it was dark, the ink cat did not need light to find its way around. They have done this before.

Moonlight streamed through the kitchen window, illuminating the hallway that led to Ben's room. Shadow could see the tendrils of ink crawling along the walls. The tell-tale signs that their creator was having a nightmare of some sort. It would not be the first time this happened. The ink cat tried to help him before the others in the house took notice.

Shadow crept down the hall and came to a stop in the doorway. Ink ran down the walls and dripped from the ceiling. The window was completely covered in the dark substance. The moonlight that poured through the window tinged everything in the room in a yellowish light.

A soft mewl caught the ink cat's attention as they entered the room. Cloudy was curled up in a ball near the side of the bed. He was looking up at Ben who was sitting up, the blankets were tangled around his legs, and he was rocking slightly.

Shadow sat next to the little kitten and leaned in close to see their creator's face. Ben's eyes were wide open and unfocused. He did not seem to notice them or anything else in the room. His gloved hand was pressed against his mouth to stifle his screams. His other hand gripped the blanket tightly in his lap.

The ink cat approached him cautiously. The storm of emotions that bombarded them through their bond was brutal. That nightmare must have been bad to have Ben in such a state. Shadow pawed at their creator's hand softly but insistently. They needed to break through the trance he was in.

After a moment, the lanky demon blinked. He looked down to see Shadow's smiling face staring up at him. His eyes darted around rapidly. His mind was a little foggy, caught between the dream and where he really was right now. His hand shook as he pulled it away from his mouth only to grip his chest in pain. He was gasping for air and shaking. He knew he needed to calm down or he could not get his emotions under control.

"Ssshadow, turn the radio on. Pleassse…," Ben whispered.

Shadow hesitated for a second to study Ben's face. His eyes were more focused than before, but his ink was rolling down his face like sweat. They could feel him struggling. The ink cat grunted and trotted over to the tall dresser near the window. They stood up on their hindlegs and pawed at the radio until they hit the power switch.

The radio came to life in a burst of static. The crackling died down and replaced by the bluesy tone of a saxophone. Its soft, smoky sound floated through the air. Soon, the thrum of a bass and the rhythmic beat of a drum combined to create a smooth, jazzy set that was quite soothing.

Ben hunched over with his jaw clenched and eyes shut tight. He tried to clear his mind of the nightmare, but he knew it was more than that. The ache that pulsed in his chest was proof of that. It was something he had not felt in a very long time. He hated this feeling. The feeling of emptiness, the soullessness, and feeling…incomplete.

The demon was startled out of his thoughts by something soft and warm rubbing against him. He opened his eyes to find Cloudy sitting in his lap. The kitten stood up on his hindlegs and rubbed his cheek against Ben's face. The demon swallowed dryly. He hadn't realized his little friend was there. His horns twitched when he finally took notice of the music coming from the radio.

Ben wrapped his arms around the fluffy kitten and hugged him gently. Cloudy leaned against the demon's chest and pawed at his floppy bowtie. His soft purrs vibrated against the demon's chest and soothed something deep inside.

Shadow jumped onto the bed and curled around the demon. It rested its head on his leg and the tip of their long tail curled gently around his wrist. The ink cat flooded their bond with concern and comfort.

Ben took a deep, shaky breath and let it out slowly. Between the kitten's purrs, the soft music, and Shadow filling their bond with reassurance, the distractions helped him push the feeling of emptiness deep down within himself. The ache in his chest was still there, but it wasn't as intense as before. He could breathe a lot easier now.

Slowly, the ink that crawled across the walls and window began to recede. It stopped dripping from the ceiling as well. Soon, the room returned to normal as pure moonlight poured in and bathed the room in a soft silvery glow.

The atmosphere was calmer now. The nightmare slowly faded from his memory. There were lingering images that he knew would not be easily forgotten. At least the ache in his chest felt more muted and was easier to ignore.

The demon huffed softly, then turned to the ink cat and said, "Thank you, Ssshadow. I really appreciate it." He truly meant it too. He did not want the others to find him in that state for fear he might hurt someone in his confusion.

Shadow gurgled softly. There was an unspoken question that floated through their bond. Ben smiled tiredly and patted the ink cat on the head. He reassured his friend that he was all right.

"Tick, tock, tick, tock. Time is running out...", a voice hissed in his mind. A shudder ran through his body and his smile slipped slightly as the last remnants of his dream left him with a departing message.

"If you do not choose to fill that emptiness, the choice will be taken from you."

EN: This is a very late Halloween fic. I'm a little rusty and slowly getting back to writing like I used to. I hope you all enjoy this. I had a lot of fun writing this.