Disclaimer: I, Quacked Lurker, do not own copyrights to the recognizable characters or situations/locations. Have fun reading this rather late update.

"Oh, Blueberry Streusels" Vlad Plasmius shouted as he held his hands over his ears in an effort to keep the shrieks from intensifying his headache. Blocking the noise worked only partially, as springing upright before he was fully conscious brought blood rushing to his brain. "Lemon Pie, I need peace and quiet!" He shouted before opening his eyes and belatedly realizing he wasn't resting in one of his many mansions scattered across the Great Plains.

Plasmius took a good look around now that his head was firmly attached to his shoulders. The human shouts were getting closer, thus louder and more annoying. The blue-skinned, vampire smiled and let his sharp, dry canines appear. "This might be fun."

He jumped from his bed and disappeared from the visible spectrum. Unfortunately for him, the Baxter security cameras were equipped to see in the infrared and Ultraviolet rays as well. The ghost, thinking he was invisible from all observers, chuckled as he floated in the hallway, waiting for the scared humans to come closer. Vlad had lots of fun on Halloween, at least, when he wasn't on official business.

Dash Baxter ran past the ghost, while Kwan passed through him. "Oh man, I think someone just walked on my grave." The Asian football player dropped to his knees.

Dash slid to a stop, and turned around. "This is not the time to - PANIC!" Dash's blue eyes opened wide and his blood hair stood on end. He ran backwards, away from the poltergeist that suddenly appeared right behind his football buddy. The adrenaline running through his system was reinforced, by a second jolt of chemical release designed to keep the human alive. It worked. Slightly, as Dash managed to run full tilt into the wall and hit his head on the way down. He groaned before falling unconscious.

Kwan, didn't bother looking around as he forced himself to sprint away from the creature that frightened his teammate. He wasn't in much better shape, but did manage to reach the end of the corridor before falling down.

A duplicate of Plasmius floated through the floor, where he'd tripped the Quarterback. "Not very entertaining," he spoke to himself. "Well, let's see if we can scare up any more of Casper High's finest athletes." The two ghosts were joined by two more, and they spread out--two heading the way the football players came from, and the other two going in the direction the runners were headed.

The hallways were longer than expected. "Isn't this Amity Park's sole high school?" Vlad wondered as he poked a head through the doors as he came upon them. The images and information were 'shared' with the duplicates. Coming to a wall, he sighed heavily and tried viewing what was on the other side. Electricity cracked and shot through the wires-n-pipes, catching the ghost unprepared. "OUCH! Marmalade jelly, that hurt."

Warned, he gently placed a black gloved hand on the wall and tried phasing through. He pulled the arm away before more of the electrical current could shock him again. "What kind of upgrade is this? Too lived in for the Guys in White, and the Fentons aren't respected enough for any of their ideas to be taken seriously, but I certainly wouldn't imprison myself in this dump!"

Warm air hit his back as the ghost was debating the situation. Frowning, Plasmius turned slowly to view the individual who had dared to sneak up on him. "Oh, hello." Vlad's pitiful attempts at distracting the meat-eating, long-assumed extinct dinosaur proved to be useless.

Carnage snarled and snapped at the thing he was ordered to dismember and/or kill. He let his jaws open up and salivated in anticipation. "It seems I will be able to fulfill my duties before pleasure." The alien symbiote sprang forward and chomped on the white cape.

SPDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSPDMSPDMSMDPSMDPSMDP

Ember McLain sighed as she strummed her guitar. The young singer ignored Youngblood and his band of Lost Boys. It was not worth the effort to chastise him, as he could never grow up; unlike Peter Pan whom he currently emulated.

Ember stood up, careful to keep her guitar strapped to her back. Loosing her instrument was not going to happen again. There were rumors that Phantom had smashed GhostWriter's keyboard into kindling, and he'd already proved that he would remove her music if necessary.

"Dipstick doesn't fight fair."

"I'll say," squawked the constant companion of Youngblood. "Then again, he's not had that much contact with proper ghosts." He turned to look at the mayhem that was the deck of a fictional ship based on the movie Return to Neverland. "Who among us does fight fair?"

Ember snorts. "Does it matter?" She walked to the side, where the planks were falling apart, and bairly holding the ghost ship together.

"Land Ho!" shouts Youngblood as he cannonballs over the side. He falls onto the solid grey surface that is the roof of the Baxter Building, and launches himself back up. "Hey, it's sealed! I can't get it." The childish Ghost floats below his ship, where he can still see the landing pad that was his destination. "Darn it. There are kids inside and I can't entertain them." Youngblood pouts for a second before flying off to see if any of his crew has recovered and wants to go fight him again.

Ember shakes her head as she sees a skeleton wearing a red robe and hat dive for the secure hold in the middle of the ship. She turns back to the skeletal assistant who flaps his thin boney wings. "I'll got entertain him while you do whatever."

"Thanks partner". Ember tugs on the anchor's rope and slides down after making sure it is secure. She lets gravity take hold and disappears below deck. Just before hitting the roof, Ember stops and examines the material, prodding the area gently. "And here I thought the only humans capable of designing a working ghost shield were scrawny ghost-boy's parents." She takes her attention from the human construct and looks around her. "Creepy. " Ember shivers, but not from the cold and humans were. "I thought nothing could give ghosts goosebumps."

The words "THEY WERE WRONG!" echos through the seemingly endless canyon. "I should rule this world!" whispers Vortex as he creeps up on the unsuspecting musician. However, he wasn't quiet enough.

Ember, pre-warned, spun around and shoots an ecto note from her guitar. With the black, shapeless ghost stunned, she dives for the ground, seeking what shelter she can find. The weather control ghost shook his head to clear the last notes from his brain and takes after her. There is an intruder somewhere above them, but she is closer and more powerful than the eleven or so spirits that were protected by Phantom's presence.

Ember dodges the side of the Baxter Building. If the roof was sealed against her, then the rest of the skyscraper would also be unavailable for use in a game of hide-and-seek. She glances behind and puts on a fresh burst of speed, flying down to the pavement then leveling out and heading away from her last position. "Got to find Phantom before this creep catches up to me."

The two pass through buildings, maneuver around cars, use the subway system to disorient the other, and ignite the trash and refuge that lies on the street when their excto blasts miss the target.

Desperate for any kind of refuge, Ember spies a manhole and dives inside. She follows the pipe because it is easier and faster than phasing through solid dirt and matter in a straight line. Somewhere in this maze of forgotten materials, they pass below important buildings and monuments, while somehow avoid setting off the sensors that were placed earlier.

SMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDP

Star and Ashley wandered through the home of New York's more famous heroes. While the Baxter Building wasn't as awe inspiring as the Avenger's Mansion, or some of the other well-known hangouts and homes of powered super heroes, this was a welcome trip. The two cheerleaders, once dedicated followers of Paulina, payed no attention to the Hispanic girl. These two were too enthralled with the chance to see how Susan 'Sue' Reeds of the Fantastic Four lived. Earlier, they were politely told to 'shut up or leave', as they resembled reporters looking for the latest scoop.

They chose to explore and entertain themselves by snooping in all the unlocked doors. Discovered areas included three bedrooms, four bathrooms, several closets that contained sheets, clothing, and stuff, like a washing machine, drier, sewing kits, a huge infirmary (with five beds, though why five would be needed when only four people lived here, Star and Ashley couldn't figure out), and so much normal rooms and the usual stuff they lost track.

Being semi-polite house guests, they did not force the doors that were stuck, nor did they try picking the locks when found. If the Fantastic Four had limited access to certain areas of the hotel floors, then Ashley would respect their right to privacy. Star wanted to peak, yet chose to come back only if they got really board--there was a minimum of three floors complete with elevators, stairs, entertainment rooms (music, drawing/painting, a library), and a well stocked kitchen, there was no real reason to insist they discover everything tonight.

Star held back and looked out the window, as Ashley glanced around, trying to figure out if they had been in either direction before. "Hey, Ashley, doesn't it look brighter outside?"

Ashley blew her bangs out of her face, and slowly turned around to walk back to the window which she had earlier glanced out of. "No, this drat ghost fog is too thick to see anything. Come along Star."

Star took small steps as she followed, but continued to gaze out the window. "Seriously, I think I can see some light specks now."

Star's hesitant speed worked in her favor this time, as her companion shuffled back the way she came. "Um, perhaps it would be best if we returned to the others. Now!" The order wasn't questioned when a huge wave of warm, stinky air rushed past them. "Yuck, someone needs a breath mint." Chocking from the halitosis, the two teenage girls retreated. On their way back to the living-room, Ashley stumbled over the inert body of Dash.

Dash groaned and pushed himself up once the cheerleader got off him. He didn't quite make it to the standing position, but he did sit up and leaned against the wall while he recovered. "What hit me?"

Kwan shook his head from a short distance away. "The wall." A roar of pain vibrated through the walls and all four youngsters sprang to attention. "Let's get out of here!"

Star took the lead, and tried retracing their steps back to Mr. Lancer. "Is anything pursuing us?"

"I don't want to wait to find out."

SPDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSPDMSPDMSMDPSMDPSMDP

Mary-Jane Watson-Parker stepped down the stairs. She glanced at the answering machine and frowned. "I thought I heard the phone ring." She sighed and hit the play button. Immedietly, the volume was dialed back. Mary-Jane winced. "Jameson is stuck at the Bugle center? I better warn Peter."

May Anne Parker looked through the refrigerator and pantry while shaking her gray-haired head. There wasn't much to eat here, and her nephew Peter would need a hot, filling meal when he managed to stumble through that upstairs window. May closed here eyes as her Niece dialed one number, then another in an effort to contact Peter. May pulled out a steel pot and turned on the faucet. Soup or stew was on the menu tonight. Not only could it stay warm for hours without burning, it didn't require a lot of ingretients. Just time and patience.

The two female residences in the Parker Queen home held in their worries. They had talked before until all hours of the night, and would talk again later, about life in general or whatever struck their fancy. Right now, there was no need to speak.

"Come on Tiger, pick up." Mary jane whispered as she tried a different number in an effort to talk to her husband. "Not again." Another answring machine picked up.

The telephone was slammed down. Then, after a deep breath, Mary Jane dialed one more time. "A busy signal?" She looked at the phone in disbelief. "Why do I get a busy signal?" She disconnected the call, and tried the same number again. "Avenger's Mansion, how may I be of assitance?"

A smile lit Mary's face. "Hey, Iron Man, is Spider-Man in?"

"Yes. In fact he arrived just a moment ago. Would you like me to pass on a message, or talk to him?"

"Talk to him."

"Sure, one moment."

Static came through as the phone changed hands. "Hey tiger, how are things going?"

Mary Jane could hear Peter's relief as he answered. "Just fine, thank you, but I do miss your presence."

"I miss being able to sit next to my husband." The cord tangled around Mary's fingers as she and Peter talked. After several long minutes that felt like mere seconds, Mrs Parker asked, "So, can you come over for supper, or are your aunt and I going to have to spend another night alone?"

Peter Parker chuckled. "I'll be over shortly. Lots of kisses and love."

"I love you too, Tiger."

May Anne Parker smiled when she heard the phone put down gently. "My boy's coming back safe and sound?"

"Yes, Aunt May. You're nephew is just fine. Worn out from crawling in vents, but physically fine."

"Good, because everything is ready to be eaten."

Mary Jane shook her head. "Now, if only his boss can understand why his best photographer might not get the shots he wants."

SPDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSPDMSPDMSMDPSMDPSMDP

Carrion hissed as he slid his fingers under the crack and heaved. The metal groaned in protest but didn't give. Not deterred in the slightest, Carrion shoved his fingernails in under further and pulled some more, straining his muscles. The walls kept their shape, yet the crack expanded just slightly.

Carrion grinned, liking the development. He reached down to grasp more of the metal and yanked some more. This time, the metal tore an opening he could see through. Not giving up in the slightest, Carrion stepped back and reached for a better grip.

Time and time again, the relentless failed-clone expanded the miniscule opening in his box. At first, the changes in shape and size were almost nonexistent, but as the effort at escaping continued, so did the resulting change build. Long before Carrion was able to stick his arm through the jagged opening, a silent alarm was singing.

Back in the living room, Benjamin Grimm and Mr. Lancer were enjoying the last spot of tea, when the red alarm light went off.

"What's that?" asked the aging English teacher.

Ben turned and saw the light flash. "Aw, crud. One of the containment boxes has developed a leak." He planted his feet on the solid floor and shoved himself up out of the chair. "Before you ask, yes it's Bad." The Thing strolled to the hallway. "I'll send all the kids I see your way. See if you can contact Johnny Storm." He made his way to the stairwell and rapidly left the other human behind.

Lancer stood in the middle of the room, uncertain. "Wait, How do I contact Torch?"

Paulina pried herself away from the full-length mirror in the bathroom adjacent to the entrance. "Just pick up the phone and press the button labeled 'Fireboy'." She shrugged, and took a good look around the main room. "I like what they've done to the place." She wandered over to one of the pictures by Thomas Kinkade. "It's so obvious, no one sees it."

Lancer blinks. "The Pickwick Pictures, you're right! Why didn't I see that?" Before he could self-answer his rhetorical question, Star, Dash, Ashley, and Kwan rushed into the room and flopped onto two of the sofas, breathing heavily. "Where's Nathan, Lester, and the others?"

Dash shook his head. "Dude, I thought this was everyone except Phantom." He was still panting heavily.

Mr. Lancer sank back in his chair. "Purloined Letters, I thought taking a few teenagers out of town would be more relaxing than having to force myself to do all the teacher associated-work-outside-work, like grading papers and planning the next month's lessons."

SPDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSPDMSPDMSMDPSMDPSMDP

Nick Fury glanced at his watch. "As much as I enjoy being here, Mr. Fenton, I've got work to do. Perhaps you could take your device and talk with the scientists?"

Tucker Foley gave a thumbs up when Jack's back was turned.

General Nick Fury stepped outside and marched to his command station. "What's the pickup status on the intruders at the Fantastic Four homestead?" The answer caused the African American General to frown. "The pilot hasn't even left the base? I didn't pick anybody up because they gave into fear, I chose these people because they proved they could push back their instincts and do what was required of them in-spite of the situation."

Jack Fenton's child-like innocence broke out as he joked to catch up. "Sir, if I could get directions to the main hanger, I could install FID immediately. I can always build a second one from memory and hand it to Bellini or someone else."

Fury was tempted to shake his head, but didn't. "Come on, I'll lead the way."

SPDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSPDMSPDMSMDPSMDPSMDP

Valerie Gray and her father, Damon Gray woke simultaneously. She bounced up and ran into the hallway, to find her dad heading towards the kitchen. "Good to see you healthy, dad."

Damon hugged his daughter. "Glad to see you in one piece." He released his grip on her and held her at a distance. "Now, what's troubling you?"

Valerie pulled a chunk of her curly black hair out of her eyes. "Phantom, believe it or not. I know I called for a truce, but every time I glance at him, it's like he's hiding something." She sat on a wicker chair, once they made it to the ground floor. "I don't know what to make of it."

Unseen by the two Gray's Maddie Fenton wandered by. So did a few of the Institute teenagers.

Damon sat down across from her. "What do you think he's hiding?"

"I don't know. That's what scares me." Valerie looked down to the floor, shuffled her feet. "When my suit was stolen by Technis, Phantom had no trouble destroying it. Not disabling or avoiding the attack, but disintegrating the suit." She shivered slightly. "How could he callously change his mind about shooting down the Huntress?"

Mrs. Fenton cleared her throat while Damon thought about the question. Maddie held up a plater full of pancakes, bacon, eggs, syrup and toast. "Shall I bring a table by, or are you two coming? There's coffee, Hot chocolate, milk, orange juice, and water, if you're thirsty."

Bemused, Damon stood up and motioned for Valerie to do the same. While they were on their way, Maddie answered the question. "Phantom didn't callously shoot lethal levels at you, dear. He knew the suit was being controlled from an outside source and no once was inside."

Val blinked. "But that means he knows who wears my suit, and where I was during the fight."

Damon nodded as he pulled out three seats. "Makes sense, but I thought humans looked exactly the same to other creatures."

Maddie laughed. "Only in science fiction. Only in science fiction." The children at the table look up in amusement or curiosity.

THANKS FOR READING!