(You know originally I wanted to post this on Halloween. This Halloween themed chapter. To be honest, I'm not really sure what your characters fear, so I'm mostly going for things that seem generally scary. Along with trying to fit into their personalities. Now as for why I may be late with the next chapter. My friend's house, had an electrical fire, so I'll be helping them, get settled into a new house.)

AAAAAAAAAAAAAA

It was a few nights after, they had met Strange's prototype robot. Most of the team members were asleep, aside from Thomas who felt unable to.

Even with their victory, he knew that they needed more training, because they had almost been torn apart, by an opponent they clearly were not ready for. His wounds had healed by this point into slight bruises, but the responsibility of making sure that his team could face down any threat, that was another matter entirely.

Thomas had tried watching television in order to take his mind off of the ordeal, but it eventually became a mere background noise, drowned out by his own thoughts.

"Trouble sleeping?" Thomas heard a voice ask, causing him to whip around. He had no history of auditory hallucinations, so whoever was there, was real, and he did not recognize the voice either.

It was also apparent that whoever it was, had either very good camouflage, or was flat out invisible.

"Come on now, surely you can grasp the situation. Isn't that what a good leader is supposed to do? Assess the situation, and make a choice of action?" The voice taunted at him. Thomas by this point was standing up, with his bat in hand.

"And what are you going to do with that?" The voice asked, as Thomas looked around for the voice. "Everyone, get in the living room area, we've been compromised." There was no response, causing Thomas to issue another more urgent alert.

"Everyone get down here now!" He shouted over the PA system. There was still no response, and not a single team member showed up. What happened next caused Thomas to question his sanity.

The living room stayed the same, but the area beyond it, began to melt, and it appeared as if mutilated infants were trying to crawl towards him from a pool of blood that had appeared on the floor. There was so much crying, it was too much to bare, and he fell to his knees.

When he opened his eyes, everything looked normal once more. At least that's what he thought. Thomas felt something, on his arm, and looked down. His bat had changed from a bat, into a mass of fleshy tentacles.

Thomas tried to throw it down, but the tentacles, wrapped around his arm, and then began to pierce his flesh, while some of them went into his torso, back, chest, legs, and some even went into his face.

The odd thing was that it was not excruciatingly painful like he thought it would be. Instead the tentacles produced a feeling of dread, and coldness, while also making him numb.

"I imagine you're feeling quite vulnerable right now. How are your team mates supposed to follow a man who can not lead himself out of even the most simple of challenges?" "In fact let's ask them how they feel."

The voice then stopped, and Thomas bore witness to a new scene. This time, it was of his team members. They were all, being tortured, and begging Thomas to save them, while also asking why he let them down.

Thomas watched as they were beaten, stabbed, burned, even sodomized. "I'm..sorry." Thomas said to them. "Damnit! Stop,...I made a mistake, I'm sorry." He said sinking to his knees, and putting his head into his hands.

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Morgan had been feeling peckish, so she had gotten out of bed, in order to acquire a late night snack. The Atlantean went to the kitchen, for a moment peeking into the living room. The light was on, but she did not see anyone in there.

Morgan opened the refrigerator, and then did a double take, at what she saw. The entire fridge was filled with water, not regular water, but more like a liquid gel. Morgan tilted her head in curiosity, and the slowly reached a hand up to touch it.

The water responded to her touch, by performing an ear splitting scream, while also shocking her. Morgan quickly recoiled, now being more alarmed. The water poured out of the fridge, soaking the floor, and then from the water, beings began to rise from it.

These people were mixed. There were some Atlanteans, and others who were human. They both formed a line on each side of her.

"You don't belong here freak." One of the humans said throwing a rock at her head. Morgan went over to the Atlantean line, not noticing their looks of malice. When she got there, backing into them, the Atlanteans put her in a strangle hold, with a wire around her throat.

"You turn your back on us, and think we'll welcome you?" They asked her. Suddenly they all just vanished, leaving Morgan both afraid an confused.

"Troubling, isn't it? To know that you're alone." A cold voice, seemingly from nowhere said to her.

"Wh..who's there?" She asked hesitantly as she could see who was speaking.

"You don't need to know who I am, besides it wouldn't matter, since you have no home. The people here think you're a freak, and you know it. Oh but you turned your back on Atlantis, do you really deserve to call it your home?" The voice asked, as Morgan became surrounded by darkness.

"I'll leave you alone, after all it's something you should be used to feeling."

AAAAAAAAAAAAAA

Shade was in his room, watching television, from half seated, position on his bed. It was kind of awkward for him. When his powers had first emerged it took a lot of concentration to not fall through whatever he touched or got on.

The television blinked out for a moment, and Shade was shocked for a moment, as he believed that he saw a brief flash of a dog with a lady's head, having sex with a dead horse. It was very brief, but the image was still fresh in his mind.

The bed then began to turn into a goop like texture, pulling his arms, and legs into it. Shade struggled for a moment, before using his power to phase out of the bed.

"What in the world is going on?" He asked himself, as his bed now seemed to be in normal condition. Shade was about to walk back over to the bed, when he found himself trapped.

A glass box, that came from seemingly nowhere had trapped him.

"You can go through walls. Nothing traps you does it? You can't experience being closed in, because when things get tight, you can just step out of them." Shade heard a voice say.

"Who's there?" Shade asked the voice.

"Let's see you get out of this." As soon as the voice said that, sand began to drop from the top of the box. Shade attempted to exit, however he found that he could not. His powers had been rendered useless.

AAAAAAAAAAAAAAA

Alicia had been trying to get a good night's sleep, but she kept being interrupted. She had found the perfect way to sleep, her body felt fully relaxed, but she kept hearing what sounding like heavy breathing.

Then she felt her body shaking, as if the entire base had been hit by an earthquake. She quickly sat up, and that is when Alicia first noticed that things were clearly off kilter.

Her bed was gigantic, it was like she had been hit by a shrink ray. In addition it did not look like her room, but that of a much younger, and much girlier girl.

The wallpaper was pink, pictures of fairies and princess's adorned the walls, along with various stuffed animals.

"Feeling small?" Alicia heard a male voice ask of her. "Come out, and I'll show you how small I feel." Alicia responded while looking around.

"Threatening those superior to you has no effect." The voice said in a clear taunt, causing Alicia to grit her teeth.

"You enjoy toying with your opponent's, let's see how you like it." After this the voice went away, just as the door opened.

Alicia was greeted by a girl of about five years of age. Due to her shrunken form, the child was a literal giant to her.

"Hi Ms. Fairy Princess, we're going to have lots of fun, today!" The girl said roughly grabbing Alicia and holding the her in a tight grip. She then began to run around with her hand up, apparently pretending that Alicia was perhaps Superman or some other flying hero.

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Tay could have sworn that he had just exited his room for a quick bathroom break. He had no clue as to why he was walking down a street, or as to how he had gotten there.

"It's him! Run!" He heard a woman say, and noticed that everyone was regarding him with fear.

"Whoa, calm down, just...calm down, I'm not going to hurt anyone." Tay tried to say to them. His pleas fell upon deaf ears, as the people scattered from his presence. Then without warning, Tay fired a burst of energy tearing a hole through an elderly man.

The people reacted, with screams of terror. "What the!? I didn't...I'm so sorry, but..." He found himself at a loss for words as he heard someone call him a monster.

"Lose something?" Tay heard a voice ask, and spun around to face whoever it was. He did not see anyone but he did see his cap.

"No" Tay said in a hushed voice, as beams shot forth from his eyes, and destroyed a small building. Tay did not wish to harm anyone, but his body, his powers they were reacting without his control.

He closed his eyes, not wishing to see the destruction, but he could still clearly hear their screams. He was able to feel blood splatter across his face, as his body fired another round of energy.

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Leeann was spending her night playing a video game. It was a nice way for her to just relax, and she did not have to move from the comfortable position she was enjoying, as she could shape shift her arms or other body parts in case there was something she needed to grab that was out of reach.

The volume was starting to get a little too high, and she morphed a tentacle from her arm to grab the remote. Only she was unable to do so.

Looking over at her arm, Leeann recoiled in shock as her arm had been filleted at the elbow, with bits of flesh hanging off, and several leeches upon it.

"What the!? She said pulling her arm back quickly, as it shifted to it's normal form. Her stomach then felt strange, and painful, as she doubled over. Leeann held her stomach, and felt it moving under her hands.

Then her torso shape shifted, a being resembling a child came out of her stomach, with a large, fanged mouth, but no eyes or nose.

Leeann watched as the creature's mouth opened, revealing a long tongue, which gave her face a few licks. Then the child creature that had formed from her gut, took on the appearance of a third degree burn victim, before turning to ash.

The bed changed to a goo, causing Leeann to fall into it.

"With a power like yours, you can always bypass any security. No one would know the real you. But what if your world was as fake as you are?"

AAAAAAAAAAAAAAA

M knew that he was dreaming. It was easy to deduce that, but he was unable to control it. He was trapped in a black void, watching the world as if through a window.

In that world he saw himself, and what he could have become.

"Isn't that what you want? To see the humans that deep down you feel are insects, being crushed under your heel?"

M heard the voice taunting at him. In the other world that he watched, he saw himself, subjugating the humans, leading an army of his race, his real race against them, and slaughtering them in mass.

"No" M responded to the voice. As he said this, he saw his other self decapitate a woman by back handing her.

"Pathetic. Those people hate, and fear you. They look at you and see power they could never hope to have, and your too stubborn to admit that you think of them all as insects."

Still he witnessed his other self committing horrific atrocities. "I guess I'll leave you here to look at your real self, and remind you of what you feel in your heart."

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Kate looked around herself, as she was back home. She could hear her brother calling her name, and she knew that it was too good to be true.

Kate's brother was dead, murdered by gang members. The scenery changed, and she saw that fateful day in question. Her brother getting beaten, and then stabbed, and left to bleed out.

Kate knew there was nothing she could do, and watched the scene change again, this time seeing a corrupt officer, line up and shoot the gang members in question.

"How terrible, losing your brother, and being stripped of a chance at revenge." Kate for a moment considered responding, but instead she sat down, and concentrated.

When she opened her eyes, she saw a yellow skinned man. "There you are." Kate said to him, causing the man to react with shock.

"What!? How can you see me?" He asked her.

"Those far better than you have tried to enter my mind before." Kate said to him.

"Heh...well it doesn't matter, I have enough information on all of you after accessing your memories, and besides your friend's are not as mentally adept as you are." He said in a gloating voice.

"We'll see about that." Kate said, as she concentrated once more.

AAAAAAAAAAAAA

When she opened her eyes, she saw Thomas looking very downtrodden, as warped versions of the other team members including herself, were being tortured while telling him that it was his fault.

Kate quickly came to his aid, and put a hand on his shoulder. "Thomas, none of this real, don't listen to them." She said to him.

"Why? They're telling the truth, I'm not fit to be a leader, I'll end up getting all of you killed." He said without looking at her.

"That's not true, besides just because you were unprepared once doesn't mean it's the end of the world. That's part of being a leader, being able to adapt. So we got a little caught off guard, we're still here, that proves that your a good leader." Kate told him.

"Do you mean that?" Thomas asked her, still in a melancholic state though with a small amount of hope in his voice.

"Of course, I meant every word, you're a good leader, and the right one for this team. We all agreed to follow you, now be a leader, and set the example." Kate told him.

The pep talk was enough to get Thomas a little fired up, and give him the courage to stand up. The warped team members evaporated, and the room returned to normal.

"Thanks, Kate." Thomas said to her with a slight nod. "Yeah, now come on, we have to rescue the others." Kate told him.

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Kate and Thomas arrived to see the apparitions of Humans, and Atlanteans ostracizing Morgan. They were telling her that she had no home. That she did not belong anywhere.

"Morgan! Come over here, those things are wrong. You do have a home, it's here with us, you're a member of our family." Thomas said to the Atlantean.

Morgan's face broke into a smile with near child like joy at receiving acceptance. She quickly went to Thomas and Kate, who welcomed her with open arms.

"If I had any problems with you, I would've been up front on day one about it. Don't ever think that I would discriminate because of who or what someone is." Thomas told her.

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The three members then entered Shade's dream, and broke him out of his glass prison. Shade was a bit shaken up, but no worse for the wear, as the sand spilled out on the floor. Morgan helped him too his feet, which he thanked her for. There was no time to waste, as they set out to rescue the others.

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The next area they entered looked like downtown, they could hear a lot of people screaming, as well as hear explosions.

"Who's dream is this?" Morgan asked as she looked around.

"Well, I only know two of us, capable of producing explosions, so it's either M or Tay." Thomas responded to her. They walked through the city, going towards the explosions. They came across Tay, their youngest member was crouched down, as energy fired randomly from his body.

"Tay!, Tay!...Can you hear me!?" Thomas shouted at him. Tay lifted his head up, looking over at them. His eyes were glowing with energy.

"Please, get out of here. My cap, I can't control my powers without it." Tay said to them.

"You can, you can control them, this is a dream, the laws of the real world don't apply here." Thomas tried to tell him, as a beam of energy was shot over his head.

"No, I need it!" Tay yelled back. Thomas looked at the others for a moment, and then he had an idea.

"Tay you have your cap, trust me, reach up on your head and feel it for yourself!" Thomas shouted to him. He was trying to make Tay believe that he had his cap, which would then result in him actually having it, since his dream would conform to his desires.

"How do I know? I can't feel it." Tay said to him.

"Believe that it's there and it will be." Thomas told him. He watched as Tay took a breath, and reached upwards, all of them saw the cap appear on his head, just as his hand made contact, and the energy stopped.

"Wow!, How'd you know?" Tay asked his leader. "I just had a feeling, now come on, we've got others to rescue." Thomas said back to him.

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In the next place, they were in a room, Leeann's to be precise. She seemed to have been shape shifting uncontrollably.

"Hold on guys." Kate said as she mentally concentrated. She contacted a part in Leeann's mind that controlled her identity, and then helped her set it right. Leeann breathed heavily, as she heaved out a thank you to Kate.

"You're welcome, now...that's strange." Kate said first to Leeann, and then the second part to herself.

"What is?" Thomas asked her. "There's only one dreamer left, there were two, but it seems like one of them managed to get out of it two of us have been left unaffected, but why?" Kate asked the others.

"Don't worry, we'll find out. A friend of mine told me that a good leader adapts." Thomas said to her, while putting a hand on her shoulder.

AAAAAAAAAAAAAAAAAAAAAA

Those who had been affected by the nightmares, entered the final dream. This one was much darker than the others. They saw bodies, a lot of them, just on the streets, strung up from light poles, everywhere.

"Well this looks, horrible." Shade said as he looked around at the carnage. "Humans, surrender." They looked over to see, aliens, or perhaps genetic monsters approaching them.

They had a sleek metallic design to their bodies. Whatever they were, the team members didn't know. One of them fired a burst of heat energy, at the team from it's palm.

"That was heat, not concussive." Thomas said to the others.

"Why is that important right now!? Kate asked in an exasperated tone, as they dodged another attack.

"Only one of us uses, energy that produces high levels of heat." Thomas said to back to her. "Oh, so it's M then." Tay said figuring it out.

"Wait a minute, M's an alien?" Tay asked them. "Well that or this is how he pictures his dark side in tangible form." Thomas replied to Tay's question.

"Oh, say instead of wasting time, can't we just think we'll find him, and bring him to us?" Tay asked, the others who seemed to think that it was a good idea.

They all closed their eyes, and when they opened them, they were in a movie theater, with only one other person being there. M was sitting in the middle row, watching the horror on the screen.

"Well that's enough that, Tay blast the screen." Thomas said to the red capped young man. Tay nodded and shot a blast of energy, the resulting destroyed screen, snapped M out of the trance he had been in.

"Hmm? Oh, guys, what's going on?" M asked them. Kate warped the world into the training room, and revealed their enemy to them.

"Welcome to the training room." Kate said to the yellow man. "Everyone this is who has been trying to screw with our minds." Kate said to them.

"Well then I think it's time for a little payback." Tay said as he looked at their adversary. "Heh, you hero types don't kill, what are you going to do?" He asked them.

"You're right we don't kill while we're awake, in the real world. Which you know when dealing with the same criminals again and again, that sort of wears on a person. So, I think being that this is a dream, we're entitled to let off a little bit of pent up frustration." Thomas said to the enemy.

"Wh..what are you talking about?" The yellow man stammered at them. "You're about to have a nightmare." Kate told him.

The yellow man watched as the room changed, the floor becoming blood, as tentacles with spikes to them wrapped around his arms and legs, piercing his flesh, as the heroes he had taunted changed into monsters. The only thing left in the darkness was the sound of his screams.