Gilly inhaled deeply as she strolled along the streets of Neovia, enjoying the autumn air. "The month of Collecting always has the nicest weather, don't you think?" the Usul asked. "The leaves turn red, and the wind's always blowing..."

"You spend more time in the Haunted Woods than any other non-inhabitant I know, yet you always manage to find the most good in it," Bruno replied, shaking his head. "I don't know how you do it."

"Perhaps it's BECAUSE I spend all that time here!" Gilly countered.

Bruno said nothing and smiled. He often enjoyed these visits with Gilly. Though the town had accepted him once more, his twisted appearance served as a reminder of their past, and all his relations with the townsfolk were invariably strained. Gilly was the only one, apart from his family, whom he was comfortable talking to.

"So, Halloween's tomorrow," Gilly continued. "Got any exciting plans?"

Bruno stiffened. With Halloween came bad memories; this would be the first one in many years that the citizens of Neovia wouldn't enjoy as mindless ghosts.

"Sophie seems worried about it," he said in a low whisper. "It's the anniversary of a night filled with unpredictable magic, not to mention it's an unpredictable day in and of itself."

The wind stirred around them and howled a bit more mournfully. Gilly shivered and looked up. "Well, we'll be together, and we know that we can overcome any obstacles in our path, right?"

Bruno bent down to help his friend up, brushing the dust off of her clothes. "Now what were you saying?" the Gelert asked.

"I just think that we don't need to worry," said Gilly as the two rounded a corner of the cobblestone road. "I mean, this should be a time to celebrate! It's the first Halloween that Neovia will be able to celebrate properly in years."

Bruno saw the truth in her words as he noticed that many of the shop windows were decorated with orange and black streamers and cottony Spyder's webs. Chesterdrawers' Antiques had a large mahogany coffin next to the door with a mummified hand reaching out of it; the Crumpetmonger displayed pumpkin pies and bat cookies in the store window; and Prigpants & Swolthy had a sign up advertising costumes.

"I suppose Neovia really is getting into the Halloween spirit," admitted Bruno, watching as the shopkeeper from the Neovian Printing Press hung a fake Spyder from the corner of one window. "I just hope that everything remains under control."

"Don't worry so much," said Gilly, skipping ahead of Bruno to knock on the door of a stone building. "Like I said, if anything happens, we'll be able to overcome it! And I'm sure everything will be fine."

Bruno shrugged as the door was answered by his brother, Reginald. "Gilly!" cried the young Lupe, holding the door open for the Usul. "How nice of you to visit! Happy Halloween!"

"Hi Reggie," smiled Gilly, giving Bruno a look.

The Gelert sighed and followed his brother inside. Gilly and Reginald seemed to be in the holiday spirit, but he just couldn't help but worry that something was going to go wrong.

Ilere gazed out at the dark trees of the Haunted Woods. All of her plans were in place, and her green eyes caught a hint of misty blue in the distance. Halloween was tomorrow, and she was ready. All she had to do now was wait...

Gilly was her personal preference. The people of Neovia knew her well and practically worshipped her for helping save them. They believed her every word, despite her young age. And if all went well, not only would Ilere get her revenge, but Neopia would be rid of one more annoying young Usul.

But for now, her dark piece of the forest was quiet. Not that it would remain so.

"Bruno, for the millionth, bazillionth time, nothing is going to happen to us!" Gilly protested as they crashed through the underbrush, working deeper into the Haunted Woods. "Not this near to Neovia."

Bruno scowled. "Gilly, Neovia is long out of sight. I'm telling you, look on any map, and this region is marked all over in red for danger."

Gilly snorted. "Like Werelupes?" she asked. "Let 'em come! They're all wimps, anyway. I could deal with them with my hands tied together, any day!"

"There are worse things than Werelupes," Bruno said sternly, beating at a prickly vine that had wrapped around his ankle. "This plant, for instance. It seems intent on tearing me to shreds. Ack! Gerroff!" This brought a smile to Gilly's face.

"Here, let me help," she said, moving forward to pull at the vine. She was about to touch it with a mittened hand when Bruno yelped.

"Stay back!" he warned.

"But you're stuck!"

"It's a trap!" the Gelert snapped at her. "Did I neglect to mention that Ilere lived in these parts?"

There was a puff of something dark green, surrounding everything and blinding Gilly. And just like that, Bruno was gone...

Gilly knew she couldn't just wait around -- she needed to find help. Neovia was too far away, though, and by the time she went back, who knows what could happen to Bruno? Immediately, her palm flew up to her forehead.

"Of course! Sophie!" she cried, and with that, she was off to the Ixi's hut.

Ilere looked into the eyes of her victim. "You're...not...Gilly," she mouthed slowly, as if out of breath.

"Clearly," came the response. "Now who are you and what are you planning on doing with me?"

"Oh," the faerie replied. "That is a secret. Now, as long as you're here, you might as well make yourself useful."

Ilere pointed toward her prey and whispered something in an ancient language. A bolt of green light flew from her fingertips and landed flat on Mr. Krawley's chest. His eyes began to emit an ominous yet colourless glow. The Krawk took off his hat and bent down before Ilere.

"Go and bring me the Usul called Gilly." Ilere only had to think the words for Mr. Krawley to understand.

"Yes, my mistress," Krawley answered obediently, as he stood up and headed for the door. Just then, a puff of green smoke appeared in the middle of the room. As it began to clear, the shape of a deformed Gelert came into view.

"Ah," Ilere smiled wickedly. "We have another visitor..."

Just then, she froze. Sophie's windows were tightly shut, but her door was wide open as though she had left in a hurry. "This can't be! She must be near!" Gilly wrung her hands in worry as she quickly ran past Sophie's house.

"Sophie!" Gilly's yells were becoming more and more anxious. Who knows what that faerie will do to Bruno? Gilly thought as she swiped away a hanging vine out of her sight.

Gilly carried on searching in vain but she did not notice that the fog around her was getting denser and denser...

Suddenly, the sound of footsteps reached her ears. "Sophie, I knew you wouldn't be near here!" Gilly cried out in relief as she stepped forward in the thick fog.

Gilly squinted her eyes. A figure was walking slowly toward her, its red eyes gleaming. Fear stiffened Gilly's heart as she tried to scream, but the sound seemed to be stuck in her throat. Without waiting another second, Gilly whirled around and began to look for a hiding place. She chose a nearby gravestone and hid behind it, her heart thumping.

Slowly, the figure walked past her and the gravestone, whipping a cold breeze as it passed. Bravely, Gilly peeked out from behind the gravestone. Through the thick fog, she could make out a hat, a purple coat, and...

It can't be! It's that Krawk who mutated the townsfolk! Gilly thought, covering her mouth in shock.

As Mr. Krawley's footsteps died away, so did the fog as it grew thinner and thinner.

I've got to find Sophie! Gilly thought as she retraced her steps.

"I expected to find Gilly here instead of you, but I guess you would be more suitable for my plan." Ilere's lips curled as she raised her hand. Immediately, vines shot from the ground and entangled Bruno.

"What plan?! And leave Gilly out of this, she's innocent!" Bruno growled in anger as he tried to struggle out of the overgrown vines.

"Hush, wait till it's carried out, then I might share a little of its result with you," Ilere replied, her eyes gleaming. "Now, now, take a little rest. We still have a long way to go." Ilere snapped her fingers, and a greenish orb materialised in thin air. Slowly, it swirled, and in it Bruno could see Gilly clearly, panting and running to Sophie's house.

"Wait till they come here. Then my show shall commence!" Ilere laughed wickedly as she waved her hand. The orb disappeared, and Bruno fell into a deep sleep...

"Sophie!" Gilly called. "Sophie!"

This time, when she saw Sophie's door wide open, she thrust her head inside. "Sophie!" she called once more, but didn't hear any reply. She almost backed away again when she heard a plaintive noise: the mewing of a Meowclops.

She pushed her way further inside, past the cluttered collection of spell ingredients and bottled potions, following the plaintive mews. She came to a stop, gasping in horror. There, in front of her cauldron -- which was still bubbling away -- lay Sophie, collapsed in a heap. Her Meowclops was making worried noises and tugging at her hat and the sleeve of her robe.

Gilly fell to her knees beside the Ixi witch. "Sophie!" she said again. "Wake up!" She turned Sophie's muzzle gently toward herself and shook her, but Sophie didn't move. In fact, there was something strange about her breathing: with every exhalation, she breathed out a plume of fog. She wasn't just asleep, or unconscious. She was...

"Under a spell," Gilly murmured. "Oh no... that Krawk must have been coming from here when I ran into him..."

She sprang to her feet, her tail quivering with worry. There must be something here, among all these potions, that can break the spell, she thought. She bent down, picked up the worried Meowclops, and perched it on her shoulder. As bravely as she could, she said, "We're going to find something to fix up Sophie, and then she and I will rescue Bruno!"

But finding something on Sophie's cluttered shelves was much easier said than done. Gilly went from bottle to bottle, reading each label. "Kau Morphing Potion, no.... Ear Lengthening Potion, no.... Chocolate Tree Potion...? No.... Potion for Finding Small Things That Are Lost... sounds useful, but no...." She exhaled with frustration.

The search seemed to take forever, during which she hopped from foot to foot with impatience, until finally she found the closest match she could: 'Potion for Clarity and Wakefulness.'

"I guess this is the best we've got," she told the Meowclops. Carefully, she knelt beside Sophie and uncorked the bottle. A strong, mossy, swampy scent rose up, and she wrinkled her nose. She gently tipped Sophie's head back, opened her mouth, and drizzled just a few drops of the potion in...

The Usul's bright, fearful eyes watched Sophie carefully as she urged the potion to wake the Ixi up. "Come on, Sophie, wake up! You've got to wake up!" Gilly whispered, eyes nervously glancing at the still-open door.

As if on cue, the Ixi heaved a low and long groan and twitched. Gilly felt her heartbeat quicken considerably as Sophie's green eyes fluttered open.

The Ixi stared at her, eyes dazed and confused. "What just happened...?" As Sophie realised who she was staring at, she let out another groan. "Oh please, not you again..."

Gilly exhaled a tremendous sigh of relief and nearly leapt over to where the Ixi was lying. "Please, Sophie," she stammered, already launching into a pleading, begging mode. "You've got to help me, she's taken Bruno and-"

At that precise moment, Gilly's frantic pleas were interrupted by the terrified yowl of a Meowclops. The Usul's heart felt as if it had stopped beating. Taking a deep breath, she slowly turned around, although she already knew what was standing behind her.

Mr. Krawley grinned at her wickedly from his spot in the doorway, the dangerous look in his eyes illuminated by the soft glow of moonlight...

Suddenly, the Usul's sharp eyes spotted another dark shape lurking behind the Krawk, partially hidden by the shadows the moonlight had spawned. This shape approached with legs that were not stiff and jerky like the Krawk's, but... there was still a certain hesitance to its step.

"Let... her... alone." The voice was cracked and gravelly, but Gilly would have recognised it even if its owner had not shuffled into the light as he spoke.

"Bruno!" Gilly gasped. "Thank goodness you're alright!" She paused, the impossibility of her friend's presence finally thrusting its way through her relief. "But... but I thought Ilere had you..." Her shaky voice trailed off as Bruno drew parallel to Mr. Krawley's shoulder and halted.

The fact that her best friend in all of Neovia made no move to help her wasn't what had fazed her, nor was it that the Krawk beside him was stepping back without question, as if to his master. No... it was the sorrow and hatred that were battling in Bruno's eyes that made her speech grind to a halt.

"It... is... MY... duty... to... bring... her... back." Every word seemed to be dragged out of him, as if they were catching on thorns in his throat. He gulped. "Alive."

His words stabbed Gilly in the heart, over and over. The Usul fought back tears and was failing miserably when she heard a rustle behind her. Not daring to turn away but not being able to resist, she saw Sophie out of the corner of her eye struggling to sit up, her dark clothes strewn out on either side of her body. Gilly had almost forgotten she was there. Sophie glanced at the label of the empty potion bottle beside her and appeared to immediately grasp the situation. A highly intimidating glare crept into her eyes and she bared her teeth. Bruno seemed paralysed, stuck in place by her glowing green eyes that were trained on him. Sticking a hoof into an invisible pocket, she produced a pinch of silvery powder that tugged itself out of her hand and launched itself into the air, flitting in and out of the moonbeams that sliced through the slats of the roof. The irate Ixi chanted hoarsely,

"From Good you were, to Good you shall be, when the light overtakes the shadows, for as long as I have breath in my body."

Sophie's eyes rolled back in her head, for the spell seemed to have taken everything she had to give; she fell flat again. The Meowclops slunk out from behind the cauldron, settling protectively against Sophie.

Bruno's head jerked spasmodically; the spell that had just been cast seemed to be fighting with something within him... perhaps another spell cast by Ilere, intending to make him compelled to act as her servant, but conscious of what he was doing. But surely that was far too cruel, even for an evil faerie... wasn't it?

Gilly's tears began to spill again. For the first time, Mr. Krawley seemed unsure of what to do.

Suddenly, Bruno stopped twitching. Instead, his eyes became unreadable as he stepped across the threshold. Gilly fell to her knees in despair, staring at the wooden floor, stained with dirt and the potion she had spilled.

Bruno bent down beside her, touching her arm gently. His mouth was right next to her ear, and to the Usul's surprise, she felt tears that were not her own dropping onto her lap. Glancing up, she saw that her friend's grimy face was streaked with wetness.

"I'm sorry," he whispered. Suddenly, his grip became viselike on her arm and his teeth were bared in a snarl...

"B-Bruno?" Gilly asked tentatively.

The Gelert lunged at Gilly, arms outstretched. Gilly ducked nimbly to the left, shrieking shrilly and backing away to where Sophie lay unconscious. The expression on Bruno's face was a mixture of helplessness and horror as he stalked his young friend. Bruno bared his teeth and growled threateningly. Gilly whimpered, utterly terrified before she realised he was growling at someone over her shoulder.

Afraid to turn her back on Bruno, she turned sideways, keeping one eye on the present threat and examining the other. Mr. Krawley had crept up behind her.

"I said to leave her alone, Krawley."

But it wasn't Bruno who spoke this time. Quiet and graceful as a cloud, Ilere had decided to join them.

"Ilere!" Gilly hissed, hastily wiping her tear-streaked face.

"Oh, dear. Is this a little too much for the brave Gilly to handle?" The earth faerie smirked.

"What are you doing here?" Gilly spat.

"I sensed a disruption in my spell over your mutated friend." Ilere cast an amused glance toward Bruno. His face was contorted with hate and fury, but he was unable to act. "I've come to make sure all goes according to plan. I won't take any risks."

"Plan? What plan?"

"All shall be revealed in due time. For the present, you will come willingly with me." Ilere grinned, beckoning to Gilly with a slender hand. "It's three against one, girl. Let us try to avoid unnecessary violence..."

Finally, the group arrived at Ilere's cottage, standing ominously alone among the forest trees. Without slowing down, Ilere led them through the open, sinisterly inviting door; inside, the walls were filled with shelves and shelves of potions, bottles, and plants of all sorts, Gilly saw. In the centre of the single-room hut was a cauldron, a noxious, glowing green liquid bubbling to its rim.

Fear and anger gripped Gilly completely. What were Ilere's plans, and what did Gilly have to do with them? What gave the faerie the right to use her however she wanted to? Almost as if she could read the Usul's thoughts, Ilere turned around to face her. "Oh, don't be so arrogant to consider yourself the centre of all of this, girl. You are simply a part of my... operations, nothing more."

Gilly clenched her fists furiously, helplessly; Bruno was still standing beside her, his eyes having run out of tears to spill already and not a dry spot on his face. She couldn't bear to look up at him again and see that face, that same helplessness she herself had.

Ilere turned back toward her cauldron and walked up to it, uncorking a vial she had just drawn from her cloak and pouring its misty black contents into her potion. Immediately, the liquid turned deep purple, and the bubbling stopped. The earth faerie looked back at Gilly with a satisfied, malicious smile.

"You may wonder why you are involved at all, but magic of this kind is too complicated for you to understand, and the necessity of your presence is equally difficult to explain."

But just as she was about to continue, a dull thunking sound came from the direction of the hut's entrance. Gilly whirled around to see what it was, an instant hope welling up inside of her at the thought that Ilere's plans might still be thwarted by some miracle.

Leaning on her staff in the doorway, gasping heavily but with a fiery look in her eyes, was Sophie. "Ilere..." she choked, already exhausted from following them through the woods, "...I know what you're doing, Ilere... you've got to stop this madness."

The faerie scowled at her. "You, my former apprentice, dare question what I do? I thought I properly taught you not to intrude on my business. A misjudgment I will never again make."

"The Faerie Queen exiled you to these woods, you told me," Sophie said, teeth clenched from the pain of talking. "I know this is your revenge... I know what you're doing!"

Ilere's scowl widened, and she stepped toward the swamp witch threateningly. "Fool! The Queen banished me for a pathetic matter. Speak no further of it and leave with your life!"

Suddenly, Gilly realised her chance. She rushed forward and violently tackled the cauldron ahead of her with all the force she had, toppling it over and spilling out all the potion inside onto the floor.

As Sophie unsteadily stood back up, Ilere turned to face the Ixi with her arms raised high, preparing to attack. But as she was about to unleash her spell, she lowered them and smirked angrily. "Fool. You don't even understand what I'm doing. I'll let you have this... victory, but you and your friends must never return to this place. GO!"

Gilly looked up at her and saw vicious hatred stirring behind her eyes. Before she could even start toward the door, she felt a huge tug on her arm and saw Bruno, released from the spell, rushing her toward Sophie. The Gelert quickly scooped up his almost-limp sister and raced her and Gilly back out of the cottage without a word.

When they had run through the woods and back to Neovia, never stopping to take a rest, Bruno let go of Gilly's arm and gently put Sophie down. None of them said anything, but Bruno tightly hugged Gilly and then Sophie.

The swamp witch, having regained a bit of her balance and panting slightly, looked at her two friends with a still-pained face. "Happy Halloween...."

The End