-Chapter 15-

Stuff of Nightmares

CONTENT WARNING: This chapter contains disturbing imagery and high-octane nightmare fuel. Reader discretion is advised. You have been warned.

Sands of Slumber

Mario, Luigi, Imajin, and Lina found themselves before a sizable white jar with red Arabic designs on it.

"These jars are Subcon's equivalent of Warp Pipes," Lina explained. "This one will lead us to the Dream Well where Phanto waits."

"Right then," Mario nodded. "Let's get going, Luigi."

"ME?!" Luigi exclaimed in fear. "B-b-but, I can't! I'm gonna have a baby!"

He clutched his stomach, pretending to moan in pain. Mario and Imajin give him a blank, deadpan look.

"Buddy," Imajin deadpanned, "You really need to find yourself a girl."

"I had to try..."

"Okay!" Lina cut in. "Before Luigi fills our heads with more disturbing images, let's get going."

"Right!" Imajin climbed up onto the rim of the jar and leaped right in, Lina following after him.

"Luigi, c'mon!" Mario called as he climbed up as well.

"Ohhhh…why me?" the younger Mario groaned before joining his brother and leaping down the jar.

Dream Well

Upon entering the jar, the four slowly drifted through a sea of darkness before eventually landing on solid ground.

"Here we are," Imajin said. "The Dream Well."

Everything was completely dark.

"And me without a flashlight," Mario noted, right before a flashlight popped into his hand. "Right, dream world."

Mario clicked the light on, revealing the area. The group found themselves in an expansive ruin. The walls and architecture bore the same markings as the jar, and sand seemed to flow everywhere endlessly.

"So… where's the key?" the red plumber asked.

"There." Lina pointed to an area further down, showing the key resting on a lone pedestal.

"Alright, let's-a go!" Mario declared.

"Mario, hold on a sec!" Luigi yelled. "The key is just sitting out in the open, waiting for us to grab it. Don't you find that a little suspicious?"

"Yeah, I know," Mario nodded. "It's a trap. But we still need to get it. I can just grab the key and make a break for it. I'm fast enough to make it."

"Are you sure that's wise?" Lina questioned. "I've heard tales of Phanto's power from Keeper Hassan. It's...terrifying."

Mario shrugged. "Well, fortunately for me, I'm not afraid of anything."

"You're bluffing," Lina insisted. "If not, there's something very wrong with you. Everyone has something they're afraid of, Mario. Even you."

"What do I have to be afraid of? Whatever happens, it's not real. And any bully can be fought. Now c'mon! We gotta get moving!"

Mario leaped down at that.

"Mario!" Lina cried out before sighing. "He's so reckless."

"Believe me, I know," Luigi said. "So, this Phanto guy. What's he like?"

"Evil…pure evil," Lina replied.

"Phanto is a monster made of pure nightmare," Imajin added. "He thrives on fear and misery, and devours the souls and minds of dreamers by turning their fears against them."

"Oh…" Luigi winced. "Fun."

"There's nothing fun about him," Lina insisted. "Phanto is cruel and merciless. He takes on the appearance of whatever you fear the most and uses it to torment you in the worst possible way. Unless you can overcome your fear, by the end, your mind will shatter... and it's game over."

"I was being sarcastic!" Luigi snapped.

Meanwhile…

Mario hopped his way to the ruins, eventually making it to the pedestal.

"That was easy," he mused before looking up, seeing an ominous-looking red and white mask hanging on the wall. "Whoa...that is one ugly mug."

He stared at the mask, taking in its features. The mask's colors were divided cleanly down the middle, vertically, and its mouth was contorted in a wide, malicious grin. He especially focused on its eyes, feeling like he was staring into two dark, bottomless holes. After a moment, he shook his head. "Better grab the key and split before Phanto shows up."

He grabbed the key, pocketing it. "Alright, now to get you back to Hassan and Amani."

As Mario walked off, however, he didn't notice the mask beginning to shake, its eyes glowing red…

-X-

Mario made his way up to the others.

"Anyone order one piping hot magic key with extra mushrooms?" he quipped, holding the key out.

Just then, an eerie whistle pierced through the air. It was low and slow, with a lilt to it that made the hairs on the back of Mario's neck stand up (1). Imajin and Lina both stiffened, eyes widening in horror.

"Guys…" Imajin began nervously, "We gotta get outta here. NOW. "

"Eh?" Mario blinked. "What's wrong?"

"Mario..." Luigi nervously pointed behind Mario. Mario turned around and found himself staring face to face with the mask, which was floating on its own and surrounded by an ominous, purple aura.

"Hello… friend, " the mask greeted, its voice a deep, intimidating growl.

"It's him!" Lina shrieked.

Mario slowly backed away in fear.

"What's the matter? You seem...tense. Worried." The mask's eyes flashed. " Afraid. "

"RUN!" Luigi screamed.

Mario spun around and took off for the entrance, the others following behind him.

"Go ahead. Run for it," Phanto taunted. " Makes it more fun for me… "

-X-

As they took off, the area around them ominously turned red. Phanto's image appeared all around them, the nightmare creature's laughter echoing through the ruins.

"Imajin!" Luigi cried. "Was that-?!"

"Yeah, Luigi," Imajin confirmed. "That… was Phanto."

"He was right there the whole time…" Mario let out, visibly shaken. "I looked right into his eyes before I grabbed the key."

"Always the one you least expect."

The mask appeared right in front of them, emerging from the sands. Imajin drew his scimitar, his hand shaking.

"I just love the smell of fear." Phanto took a deep sniff, sighing. "It's intoxicating. Now then… What are you afraid of?"

Imajin swallowed, doing his best to stand his ground. "I'll never tell you, monster!"

"You don't have to," Phanto's eyes glowed. " I already know. "

Suddenly, the mask vanished. Mario recoiled before blinking.

"He's… gone?"

"Maybe he had his fill of souls for the day?" Luigi offered.

"No," Imajin shook his head. "He's already started his attack. Brace yourselves. This is gonna get really ugly."

The four resumed their trek back.

"So," Luigi began, "how exactly do we beat this guy?"

"You can't," Lina replied. "Not conventionally.

"Then how do we do it unconventionally?" Mario asked.

"There's only one way. We…"

Suddenly, Mario's flashlight burned out. He yelped.

"Dang it!" He slapped it. "Come on…"

He sighed. "Great, the batteries are dead! Just what we–!" He blinked. "Wait...I dreamed this flashlight up. It shouldn't run on batteries."

Phanto's sinister whistle breached the darkness. Mario froze, feeling his arm hair stand up as he broke out in goosebumps.

"What drives your nightmares?" the mask's voice came. "What turns your blood and guts to ice? What... is your greatest fear?"

Mario narrowed his eyes at that.

"Look at you, putting on a brave face." Phanto leaned in closer. "How adorable."

"You don't scare me," Mario said firmly. "I'm not afraid of anything."

"Shhh…" Phanto replied in a faux-soothing tone. "It's okay to be afraid. Bottling it up will only make it worse. So by all means… keep it up."

"I fought a giant gorilla on a giant skyscraper, took down four giant monsters, and overthrew a giant, tyrannical turtle in a week. I'm not going to be frightened by some tacky Carnivale mask."

"Ooh, Carnivale. Classy. A step up from the usual Halloween jabs," Phanto chuckled. "You just keep maintaining your bravado for now, Mario, while I deal with the Keepers and your brother. Before this night is done, I will break you with your greatest fear. And at the end of fear... oblivion . But just so you don't get lonely..."

His eyes flashed, Mario letting out a yell as the mask cackled.

"Ah jeez, my eyes! Y'know, for a creature of darkness and nightmares, you really love flashing-!" Mario gasped, seeing what he was faced with. "No…"

-X-

Imajin found himself alone. He looked every which way, a hand on his scimitar's hilt.

"Lina?" he called. "Mario? Luigi?! Where are you guys?!"

He took a deep breath. "Okay, Imajin...calm down. Freaking out is exactly what Phanto wants you to do. You know how he works. You know what you're afraid of. You know what to expect. You can stop him. The only thing you have to fear is fear itself. Also, spiders… and clowns… and the mailman." He winced. "I've really gotta stop looking into those 'going postal' nightmares."

Imajin froze as he heard a honking nose. "What the-?!"

Phanto's whistle breached the air as the honking noise was joined by a skittering sound.

"Okay… here we go…" He jumped as a goofy laugh (2) pierced the darkness. "C'mon, you got this… keep your cool…"

The sound of a throat clearing reached his ears, and he stiffened. He slowly turned around to find himself staring down a mangled amalgamation of a man and arachnid. Half of its face was a giant spider, the other a human wearing poorly applied clown makeup. Its malformed mouth was filled with sharp, rotten teeth, with the spider side having a clipping mandible. It had the lower body of a spider, and around its human-looking torso...was a blue postman's uniform. In its left hand was a yellow balloon and in its right was a brown parcel.

"Wh...What the...?!"

The creature held out the parcel. "Package for Imajin…"

Suddenly the package burst open, causing numerous balloon animals and snakes to wrap around the young Keeper. The creature laughed as Imajin lost his balance.

"Darn it! Let go of me, monster!"

The monster suddenly stopped, then stared directly at him. "Alright."

The monster's balloon suddenly popped, releasing a swarm of spiders that began crawling all over Imajin. He flipped out, slapping at them.

"Now…" The monster's mouth opened wide, almost its entire height. "Bring him to me… Enter my mouth, children. Enter your destiny."

Imajin struggled and screamed as the spiders carried him toward the creature's mouth.

"No!" he shrieked. "No! No! No! No! NOOOOOOOOOOOOOOOOOOOOOOO!"

-X-

Lina found herself alone, looking amidst the darkness as she realized she had been separated from the others.

"C'mon, Lina... keep it together. This is no time to panic…"

Her hair stood on end as Phanto's whistle sounded, followed by an ominous snake hiss.

"Now it's time to panic," she said calmly before running off.

"Oh please, run," Phanto's voice urged. "I do enjoy the chase."

Lina ran through the darkness. A hissing noise reached her ears. She turned to see a massive red snake leap at her. She drew a pair of daggers and sliced it, the snake dissolving into dark mist and motes of light.

"You'll have to do better than one slimy Cobrat, Phanto!" she declared.

"How about two?" Lina turned to see the snake reform into two snakes, which she promptly hacked to pieces. "Or ten!" The pieces reformed into ten snakes.

"Yeah…" Lina slowly backed up in fear. "That oughta do it."

"Or a thousand?"

Lina perked. She turned around to find she was standing over a cliff overlooking a massive pit of Cobrats.

"Snakes… it just had to be snakes."

"So, what do you think? Too cliche? Too over the top? Hmmm… I know! Instead of a thousand little snakes..."

Lina watched as the snakes began to slither and coil together, hissing and twisting and biting each other. The pile continued to grow and grow, eventually becoming big enough to reach her. Then it began to shift and morph, and soon Lina found herself staring down a gargantuan Cobrat made of thousands upon thousands of snakes, with huge, glowing spotlights for eyes. The amalgamate hissed at her, several snakes falling out as it did.

"Now, Lina," Phanto began, "I believe this is the part where you scream and run away."

Lina shrieked in terror before doing just that, the mass of serpents chasing after her.

-X-

Elsewhere, Luigi was looking around the dark, trying to find any trace of Mario, Imajin, or Lina.

"Mario?" he called out. "Mario! Imajin? Lina? Anyone?"

He heard Phanto's whistle, stiffening. "Oh, no."

"Luiiiiiiiigiiiiiiii…" Phanto called. "Luiiiiiiiiiiiigiiiiiiiiiiiiiiii!"

Luigi slowly took a step back, shaking violently.

"I can see your heart. So many fears, so little time…"

Luigi screamed before wavering on his feet. He fell back, fainting before he even hit the ground. Phanto just blinked.

"...I didn't even do anything." He looked over Luigi before shrugging. "Well, alright then."

With that, he vanished.

-X-

Phanto's whistle sounded once more as Mario was faced with the visage of a disappointed Lou, who looked at him reproachfully.

"No…" Mario frantically shook his head. "You aren't my pop... it's one of Phanto's tricks. You're not real!"

"Well, look who it is," Lou noted. "The man of the hour, the Hero of the Mushroom Kingdom. Guess you finally found your true birthright. Finally did something monumental." He crossed his arms, his face full of bitterness and pain. "Must be nice."

"Pop, no... I-I didn't mean…" Mario started backing away, right into a sobbing Martha. He turned in a rush to see her clutching a childhood photo of him and Luigi.

"Why…" she wept. "Why did you leave… what did we do wrong? Were we not good enough?"

"Mama, no…" Mario reached for her, only to be pushed away. He stumbled, turning to see Mary Pat standing there, tears in her eyes as she glared at Mario.

"No…" He managed. "Not you too, Mips."

"Don't call me that!" Mary Pat snapped. "Only my family can call me that. You've got a new one now, don't you? Your real family. You don't need us anymore. Not when you can finally be the big hero. The 'Super Mario Bros.'"

"No... shut up…" Mario stumbled back, clutching the sides of his head and shaking it violently. "You aren't my sister... you aren't my mom and dad... YOU'RE NOT REAL!"

"You sure about that?" Phanto was inches from Mario's ear, whispering menacingly. Mario jumped, stumbling and falling as his cap fell to the ground next to him. Phanto loomed before him.

"What's the matter?" the mask asked mockingly. "I thought you weren't afraid of anything."

Mario's breathing was becoming ragged, his heart beating faster as Phanto drew closer.

"Oh, and don't forget your little lucky charm." Something unseen kicked the cap toward Mario. "Go on. Pick it up. Pick. It. Up. "

As he said this, Lou, Martha, and Mary Pat all closed in on Mario, along with shaded versions of his aunts and uncles. He couldn't see any of their eyes, but he could feel their pain and heartbreak.

"What's wrong, Super Mario? Life flashing before your eyes? Well, your old life at any rate."

That did it. Mario began gasping for breath, devolving into a panic attack.

-X-

Imajin squirmed, getting an arm free as the spider-clown had him in his mouth. Just as the beast closed its jaws, he drew his scimitar, jabbing it into the roof of his mouth. It screamed and spat him out, sending him rolling across the floor. He groaned, but shook it off, brandishing his scimitar.

"Lina!" he yelled. "Lina, where are you?!"

His answer came in the form of a terrified scream.

"Hang on! I'm comin'!"

-X-

Lina was backed into a corner. The massive snake beast loomed overhead, its composite snakes hissing and bearing their fangs simultaneously. She screamed and covered her head, only for Imajin to charge in. He lopped off several of the heads, getting between them and Lina.

"Get up!" he ordered. "We've gotta find Mario and Luigi!"

"Imajin…?" Lina let out.

"C'mon!" Imajin pulled her to her feet. "Let's move!"

She got her balance and let her pull him away.

-X-

Elsewhere, Luigi groaned, sitting up to find himself where Phanto had left him. He sighed, rubbing his forehead.

"I passed out before that thing did a thing to me. Well... that just destroyed whatever trace of masculinity I had."

He picked up his hat, putting it back on before noticing something off in the distance.

"Is that…?" Luigi carefully approached, then his eyes went wide when he saw it was Mario. His brother was on his hands and knees, gasping for breath and clawing at the dirt as ghostly versions of their family circled him.

"Mario!" Luigi hurried over. Mario showed no reaction to Luigi's presence, practically catatonic. Luigi scooped him up in a fireman's carry, grabbing his hat before taking off.

"Well, well," Phanto mused. "Green man's got some stones after all." He grinned, a serpentine tongue coming out to lick the lips of the mask. "This is gonna be fun."

-X-

It wasn't long before Luigi ran into Imajin and Lina, the two's eyes widening as they took in Mario's condition. The red plumber was clutching his chest in pain, his eyes were wide and manic, he was hyperventilating, and his heart was pounding so hard they could hear it.

"Mario?" Imajin let out. "What's wrong?!"

"How did Phanto get to him so badly?" Lina demanded.

"I- I don't know!" Luigi exclaimed. "I've never seen him like this! We've gotta get him outta here!"

"This way!" Imajin waved them on. "Follow me!"

They took off, Imajin leading the way. Behind them, they could hear Phanto's whistle, an eerie darkness creeping on them.

"He's still coming!" Luigi cried.

"Don't look back!" Lina screamed. "Keep running!"

Finally, they made it to the well opening. Luigi quickly leaped out, setting Mario down gently before leaning back in, holding out his hands.

"Grab on!" he yelled.

Imajin grabbed Lina, pulling her close before using his free hand to take Luigi's. Digging in his heels, Luigi pulled the two Keepers up mere seconds before Phanto's shadows reached them. He got them back on solid ground, then held his hands over the hole. He grunted and tried to conjure something in his mind, then a large, heavy manhole lid manifested, slamming down over the well. For good measure, chains manifested over it, sealing it shut. Only then did Luigi let up, collapsing into the sand.

"I am never. Gonna do that. Again. "

"Mario!" Lina's voice got Luigi up instantly. He turned, seeing his brother was still in the grips of the panic attack.

"This is bad…" Imajin managed. "I think he's about to have a heart attack!"

At that moment, Rusa poked her head out of Imajin's vest. She crawled down to Mario and over onto his chest. With a gentle croon, she curled up over his heart and laid down. Her tail even wrapped gently around his wrist, pulling his hand on top of her. A moment passed before Mario's hand began gently stroking the monkey's head, his eyes opening as his breathing evened out and his heart rate slowed. Luigi summoned a bottle of water, holding it out for Mario.

"Here, drink this."

Mario slowly sat up, taking a swig from the bottle. He finally let out a sigh, composing himself. "Thanks…"

"What happened?" Imajin asked. "That was..."

"Bad," Lina said. "Really bad."

"Bro?" Luigi whispered softly.

A few moments passed before Mario told them.

"The last time I saw our mom and pop back in Brooklyn, we argued. I was bitter about having to give up a scholarship to run their plumbing business, and... I said something I shouldn't have," he sighed. "We've been gone for months, Lu… We literally vanished off the edge of the Earth, and... there's a very good chance we'll never see them again. And the last thing they're gonna remember is me basically telling them they weren't good enough. That's what Phanto showed me."

"Mario…" Luigi let out.

"I kept trying to say it wasn't real, but… but the thing is…" Mario sighed. "I'm terrified of seeing Mips when we go into her dream. Scared that… that she's gonna hate us for leaving. Hate me... for abandoning the family. We've been living it up as heroes of the Mushroom Kingdom, while our family back home is worried sick about us and will most likely never see us again. How can I face her?"

Luigi grabbed him by the shoulders. "Listen, Bro. Even if she gets angry, we know we didn't abandon them. Heck, we've been trying pretty much every spare moment to get home, and I know that one day, we'll make it back to Brooklyn. Back home to all of them."

"If nothing else, you can pass on a message to your sister," Lina suggested. "Let her know you two are safe."

Mario blinked. "We can?"

"Yeah, you can," Imajin assured. "Even if she only thinks it's a dream, it will fill her with hope. It's why dreams exist. To lift spirits and enlighten folks."

A moment passed before Mario smiled.

"Then what are we waiting for?" he rose to his feet. "Let's-a go."

Imajin nodded "There we go. Come on, let's meet up with the others. We have a Dreamer to find."

Author's Note:

(1): Death's whistle in Puss in Boots: The Last Wish

(2): Krusty the Clown's laugh.

Well… that was horrific. But it's over now. Next chapter, Mario tracks down his wayward sister's dreams.

And yes, we based Phanto off of Death from Puss in Boots: The Last Wish; the idea to make him a Pennywise-style fear creature was Author of the Insane's. As for Imajin's experience, it's from Billy & Mandy.

Please R&R. Until next time!