A/N: I love this show too much and have too many ideas to just let it go. So, here's another au fic for it.

Enjoy!

Rachel skidded to a stop as she arrived at the spot where she witnessed Mr. Tophat's dark powers on that fateful day. Rain fell heavily as she took in the sight before her. She could see the fearful and frustrated faces of her friends as they struggle to try and break free from the holds that four clowns had them in. Standing only a few feet from them was a furious Mr. Tophat and Bartholomew. Mr. Tophat was no longer wearing his signature top hat, most likely having left it where it had fallen where she had hit him in the tent. Without his hat, his wavy hair had begun to stick flat on his face due to the rain, his bangs covering parts of his face.

"Let my friends go!" she cried out. Mr. Tophat sneered at her demand.

"Give me my cane!" he called back. Rachel just shook her head in defiance. This made him even more angry. He turned to look at Bartholomew. "Get me that cane back!" Bartholomew seemed more than happy to comply as he moved towards her. Scared, Rachel tried to think of something to say that would stop him. Quickly, a thought popped into her head.

"Wait! I have some questions I want to ask!" Rachel reached out her free hand as she clutched the cane closer to her chest. Mr. Tophat waved his hand in the air as he signaled Bartholomew to stop. Waiting a moment to see if he would speak, Rachel continued. "The children, why do you take them?"

Mr. Tophat considered the question for a moment before answering.

"I feed on their fear, children's fear tends to be more powerful than an adult's fear is. Also, they make great helpers with setting up the carnival," he explained with a sinister smile, waving his hand at the last part to help emphasize his point.

"But do you really need them?" Rachel asked, and at the frown the man gave her, she clarified. "Isn't the fear from everyone who comes here enough to feed you, do you really need to take the children? And what about the other workers, where do they come from? Were they stolen away as children as well or something?" At the last question, Rachel pointed the cane to the carnies that still were holding her friends hostage. Mr. Tophat gave them a quick glance before looking back at the young girl.

"While you're right about the first part, the people who come here do indeed give me enough to survive and such, the second part you got all wrong. You see…" He strolled over to the carnies and clapped one hand on one of their shoulders and pointed his other hand towards their emotionless face. "these guys? They're not real." He then began to walk back to his original spot as he explained. "Sure they're made of flesh and blood, but they're nothing more than puppets created by yours truly."

"So why not just make more instead of stealing children and just causing more trouble? Why steal them in the first place?" Rachel questioned. Mr. Tophat tilted his head and frowned. He ran his fingers through his hair in a feeble attempt at fixing the hair, though it only made it look odder due to the amount of rain that has been soaked into it already.

"I've run out of ideas about what to make them. I've made so many that if I made anymore, they would just be repeats, and frankly what would be the point of making more of the same thing? That's just boring," he shook his head and leaned forward slightly as he said the last part before standing straight again.

"So, you ran out of ideas. Why not ask Bartholomew? I'm sure he can give some suggestions!" Rachel waved her hand toward the man in question. Bartholomew just barked out a laugh at the statement.

"I thank you for those kind words, but I must admit that you are mistaken once more. I lack the level of creativity that our dear Mr. Tophat possesses and in turn, any suggestion I may make would be a poor one," he cheerfully explained. Mr. Tophat shrugged at his explanation and smirked.

"Ok, fine. So you can't make more. So what? You still haven't given me an answer to why you still steal the children in the first place. It can't be solely for the need of more mindless workers!" Rachel countered. The smirk upon the man's face quickly dropped as his frustration with her finally hit its breaking point.

"Fine! You want to know why I really take those little brats!" He began to shout and stomp towards her, his hands waving wildly in the air as he spoke. "You're right, it's not because I need their fear to survive. I get more than enough from the audience at our shows. And it's not because I simply need the workers, I have enough power in me to simply magic everything in place. You want to really know why I take them, the one sole reason I just snatch them up and make everyone, even themselves forget who they are?" He drew close to her, not stopping until he stood only a few inches away from her. She stared up into his rage-filled eyes and fearfully nodded. He leaned close to her and glared as reached her eye level. "Its because I'm lonely." he hissed out. The rage and frustration on his face washed away with the now pouring rain and was quickly replaced with sadness and a tired look in his eyes. "Do you know what it's like to have every single person you meet forget you ever exist within hours of meeting you? No matter who they are, be them man, woman, or child, they will always forget me. Even you forgot me, you who is meant to remember me no matter what, you still forgot me as well. Do you know what that does to a person over the years? No matter where I go, I can never be remembered." Even with the countless raindrops running down his face, Rachel could see the just as many tears that ran down with them. She could feel her heart tighten in her chest as she looked at the man.

"To simply go throughout life feeling as though you don't truly matter? Knowing that if you were to suddenly vanish into thin air, no one would really notice. It would just as if you were never there to begin with in the first place?" she whispered back. A look of shock and realization flashed upon his face at her statement of understanding.

"You do know what's that like, don't you?" He stood up quickly with a look of determination. He moved back to where he originally stood once more and paused for a moment before turning back to face her. "You're not my enemy, not really. You're just like me. You, who just like me, go from town to town, never staying long and always being forgotten. You know whats it's like don't you?" A weak smile appeared on his face, growing bigger as he thought more and more. "Yes, you do. I've changed my mind. What say you this, you give me back my cane and let me go along my way. Let leave us be and we'll leave you be. You and your friends can go and be happy. But, you have to make sure to tell my story and make sure everyone knows who I am and remembers me. That way we can both win, people will know who I am and you get to live happily with your friends without the worry of ever having to see me ever again!" He was now grinning at her with a smile so big, it took up almost half his face, but she could clearly see the desperation in his eyes, the need for her approval. "What do you say?"

She opened her mouth to first say yes but promptly shut it as she gave the idea true thought. Was it a good idea? No, nothing would be solved by agreeing to this. While this may save her and her friends, what about the other children here? After everything Mr. Tophat's done, does he even deserve to continue to live? she looked down at the cane in his hands and briefly thought of throwing it into the fire that was somehow still lit up nearby. She could stop him and put an end to all this, but what then? She looked over at her friends, their frightened faces as they waited for her decision. Would they even want to still be her friends after all this? Sure Gavin said he would never let them kick her out of the Midnight Society, but even so, what's to say he still wanted that after everything that has happened. And even if he did, would he really be able to stop them from getting rid of her afterward, after all, it would still be three against one. Sure, maybe Graham and Louise would want her there, but there was still Akiko to think of. She would hate to turn friends against each other. Who knows, maybe they would actually still want her in the club, but for how long? Mr. Tophat was right, she never stayed in one place long, her mother's job saw to that. How long would it be until they had to move once more? How long would it be until she was gone and soon after, it would be as though she was never there, to begin with? Sure, they could try to stay in contact with one another, but in the end, the long-distance friendships never lasted long. She would then be alone once more, back at the very beginning to start the terrible cycle over again. With worry and fear clutching at her heart, Rachel began to violently shake her head as tears pricked at her eyes.

"NO!" she cried out with all her might. She saw as the smile fell from his face and a look of betrayal replaced it. With even more fear at his reaction, she continued. "No! I don't want that. I have a different offer to give you, instead!"

"And what is that?" Mr. Tophat growled out, the pain of her possible betrayal still written on his face.

"Take me with you," she simply said. The look vanished.

"What?" he asked confused. Out of the corner of her sight, she could see that he wasn't the only one.

"Take me with you, please," she begged, taking a step forward.

"What?" he repeated, unable to understand. "Why would you ever want to do that?"

"Because I may have friends right now, but for how long? You're right, I do know what to never stay in one place for very long. I've moved to and from so many places that I've lost count of how towns I've called home, how many houses I moved into. I'm so tired of it all. How many times do I have to go about trying to make friends, practically tearing myself to the seams to make people actually like, and for what, to just have to leave them behind and have to do that same thing all over again? Do you know what's it like to have to do that, over and over again, always being so alone no matter what? I'm so tired of being alone. And if I go with you, I don't have to be alone anymore," she explained. Instead of resolving Mr. Tophat's confusion, it only made it worse. Fearing the possibility of him rejecting the idea, she moved closer and continued, now becoming the desperate one of the pair. "And, if I go with you, you don't need to steal any more children. I give you ideas of new people you can create, so many that you could fill a town with them all! You said it yourself, you make them forget everything so that they will be your puppets, even who they are themselves. If they don't know who they themselves are, then would that mean that they won't ever know who you are? That's what you want right, to be remembered? I can remember you, I can make sure you will be remembered from now on with myself. Neither one of us has to be alone and forgotten ever again. You can let everyone else go and I will stay with you, forever." Tears were now rolling done her face. The expression of Mr. Tophat's was unreadable as he listened to her finish. Slowly, he stepped closer to her and fell to his knees. He took her face into his hands and began to search her eyes for something. Whatever it was, he seemed to be satisfied with what he found as he quickly took her into his arms and held her tight. She began to cry into his shoulder as she hugged him back, feeling warm tears hit her shoulders as well. He held her head in his hands as he leaned back to kiss her forehead before beginning to nod.

"I think I would like that, very much, Rachel," he whispered to her. After holding her close for a few moments more, he stood up. "I think its time for you lot to go," he said to someone. Rachel kept her face hidden in his coat as she heard her friends beginning to protest. "You can have your brother and friend back as well. I have no need for them anymore. And don't worry, I'll take good care of Rachel from now on." Rachel continued to hide her face until their shouts faded away. Finally looking around, Rachel realized the rain had stopped at some point during it all. She was startled when she felt the cane that was still held in her hand be tugged away. Looking down, she saw that it Mr. Tophat who was taking it. Looking up at him, she looked at him with questioning eyes. He gave her a light smile before looking towards Bartholomew, who was still standing with them. "Its time for the children to go as well, they have been with us for far too long, don't you agree, old friend?" Bartholomew nodded and gave the pair one last look before walking away. Watching him go for a moment, Rachel turned back to the other to see what he wants to do next. The man looked both himself and her up and down before holding out his hand. "Let's get you out of those wet clothes and into something warmer, shall we?" Hesitantly she took his hand and allowed him to guide her away.

They made their way through the carnival until they finally arrived back to Mr. Tophat's personal cabin. Once inside, Mr. Tophat hung his hat and cane on the coat-rack and walked over to the wardrobe that sat at the very end of the cabin. Rachel watched as he searched through it until finally turning back to her with two sets of clothes in his hands and held out one of the sets.

"I think these might be your size. I'll give you some privacy to change, Just come out when you're done, ok?" he smiled at her as she took the clothes and left the cabin to go change somewhere else. Watching the door for another moment to make sure he wouldn't come back inside, Rachel laid her set of clothing on the couch to study them. It consisted of a simple old fashioned collared goldenrod dress with a bow in the front and a pair of black buckle shoes. Rachel briefly wondered where Mr. Tophat had gotten the clothes and even when, but quickly shook the thought from her mind before changing into the outfit. As shook as she was changed, she headed out of the cabin and began to search for the man. She only made it a few steps from the door before one of the workers, the ticket-taker clown with no eyes, appeared from behind one of the other cabins, which caused her to jump in surprise. At her reaction, the clown smiled and gave a light chuckle.

"Boss wants me to take you to him once you were done changing. Follow me," he said and began walking away without even checking to see if she was following or not. With no better option than to follow, she ran after him in an effort to keep up. They soon arrived at another closed-off area. There, they found Mr. Tophat and Bartholomew discussing something. Mr. Tophat was now dressed in a white dress shirt and a pair of pale green suspender pants. Bartholomew was the first to notice them, whispering something to Mr. Tophat before he left to go do something somewhere else. Mr. Tophat turned to face the newly arrived pair with a smile.

"Yes, thank you, my friend. You may go now," he said, waving the ticket-taker clown away. Once the other man was gone, he fixed his gaze on Rachel. "I'm so glad to see the outfit fits you, my dear." Rachel gave him a small smile, but couldn't help but stare at his outfit in return. He clapped his hands when he noticed her gaze. "Ah, yes. Must be odd to see me in such normal-looking clothing, I'm sure."

"A little," Rachel admitted. Looking around, she took in the bright nighttime atmosphere around her, listening to the laughter of carnival-goers in the distance. "So, what happens now?" she asked slowly, looking back at him. Mr. Tophat breathed out a sigh and put his hand on her shoulder, giving it a squeeze of comfort.

"Now, we begin a new chapter in our life. One where we can live life any way we want, and never have to worry about anyone taking that happiness away from us ever again. How does that sound?" he replied as he moved his arm to wrap around her shoulders. Rachel's smile grew a little bigger at the answer.

"I think I'll like that very much."

Rachel stared out from behind the curtain, letting out a nervous breath as she took in the crowd of people sitting in the audience. She jumped in surprise as a hand suddenly touched her shoulder. Turning, she saw that it was just Mr. Tophat.

"You ready?" he asked as he adjusted the small top-hat that sat on top of her head, its bigger twin already seated on top of his. Rachel looked out through the curtains again and rubbed her hands on her legs in an effort to wipe away the sweat that began to collect on her palms before looked back at him, nodding her head.

"I think so," she answered. He gave her a reassuring smile.

"You're going to do great, sweetheart. The crowds going to love you," he whispered back before positioning himself at the edge of the shadows behind the curtains and together they listened as Bartholomew called out his name. Giving her one last look of encouragement, he stepped out into the spotlight and began his own introduction. Watching as he moved, Rachel moved herself into position and closed her eyes.

"Now, ladies and gentlemen. Too long, this show has been a two-man act. Tonight, we are proud to reveal this will be the case no more, that this show shall be from now on a trifecta! I am proud to introduce you all my beloved daughter, Rachel!" Mr. Tophat proclaimed, directing the spotlight and crowd's attention to the curtains once more. With one last breath to calm her nerves, Rachel opened her eyes and stepped out into the light, smiling with joy as she did. Looking at the crowd, she curtsied to them all.

"Hello everyone. I have a very important question for you all," she greeted. Taking a second to sweep her eyes across the stands, taking in all the different faces watching her with anticipation. Moving her gaze to look at her father as he beamed brightly at her, she finally continued. Giving them all a dark smile, she asked, "Do you like scare stories?"

A/N: I hope you enjoyed the story! If you did, why not leave me a review?