Even as Marie said those four words, deep in her heart the little red Usul knew better. She wasn't just afraid, she was absolutely terrified.

Standing at the creaking gates of the Deserted Fairground, Marie trembled as she held the straps of her backpack tighter. In it was a Bottle of Water, two shiny Red Apples, an extra sweater, and her favorite teddy bear. She didn't know how long she was going to be at the Deserted Fairgrounds, but she was hoping that it wouldn't be for more than a night.

"I am not afraid," Marie said, a little firmer this time. She had to remind herself why she was here. She, Marie, was a Neopet on a mission -- a rescue mission, to be exact.

Two days ago, Marie's adventurous daredevil best friend, a Halloween Draik named Frankie, had entered the Haunted Fairgrounds and never returned. Everyone said that he had run away from home, but Marie knew better than that. Something had happened at the Haunted Fairgrounds, and she was there to find out what happened to her best friend.

Breathing out, Marie carefully placed one front in front of the other. Her heart was pounding, and just as she set her foot down, a crack of thunder boomed as lightning streaked across the sky. The Usul jumped at the sound before making a hasty retreat from the fence.

"I am afraid..." Marie said as she stared at the entrance to the Fairgrounds. From the entrance she could see the broken down roller-coaster with the menacing clown head and its razor sharp teeth. The tattered fabric of the skeletal tents fluttered like ghosts in the night.

Marie slowly glanced up at the darkening sky. To make matters worse, the full moon was starting to disappear behind some monstrous looking clouds. Tears started to well up in her eyes as Marie looked straight ahead again. How was she going to rescue her friend when she couldn't even get past the entrance?

"I am afraid..." Marie whispered. "But I have to..."

Without wiping her tears, Marie walked toward the gates of the Deserted Fairgrounds again. She lifted her chin up just a little bit, hoping that, if she faked her bravery, she would slowly start to feel brave. Once she entered the Fairgrounds, the black iron gates swung close behind her and a chill ran down Marie's spine.

There's only one way to go now, and that was forward. Marie slowly released a shuddering breath and hitched her backpack up just a bit more.

"I... am not... afraid... and I am going to find you, Frankie."

As the Usul ventured deeper into the Deserted Fairgrounds, the knot started to loosen and the tears slowed. Nothing had jumped out at her. No ghouls or ghosts had floated past in the corner of her eye. Apart from the wailing sounds coming from a shack a row over to her left and the roller coaster screeching along it's tracks, spitting embers, it wasn't all that loud, either.

"Not as bad as... ARGHHHHHHHHHHHH!"

She jumped and raced back toward the gate, flying through the metal archway before she realized that, in her fear, she had dropped her backpack. She couldn't leave her favorite sweater and teddy bear laying in the middle of so awful a place, and she couldn't leave Frankie there, either.

Marie took a deep breath and finally wiped the tears from her eyes to examine what had scared her, which was on the ground near the path.

"A... a tree root? Really? Of all the things you could be afraid of..."

She scooped up the backpack, fished out her teddy bear, and threw it on her shoulders. The teddy bear she hugged tight to her chest for moral support.

"He said that there were some questions he needed someone here to answer, about his family," she muttered, looking around. "Who here would know anything about Frankie's family?"

The Spooky Furniture shop was close by... surely the shopkeeper could point her in a direction.

Marie opened the creaky wooden door, careful to place her hands around the tiny holes that worms and all sorts of other gross things were poking their heads out of, and stepped into the shop.

"Hello?" she called out. "Hello?"

"Hello," a long, low voice answered. It was a voice that sounded oddly almost familiar...

"Sorry, no, never heard of him."

"YAAAGH!!!" Marie jumped as a robe-clad Grundo emerged from the shadows.

"Hey, take it easy. I'm not going to hurt you," he chuckled, his voice melodious and apparently friendly. "I know my fashion statement is a little spooky, but isn't everyone's around here?"

"Well, I suppose... wait, you mean there are more Neopets here?" Marie asked, relaxing a bit.

"Oh, sure. We're a right miniature Neopia Central around here. Care to buy anything?"

"Have you seen my friend? He's a Draik. His name is Frankie."

"Light green, protruding brow ridge, and large paws?" the Grundo shopkeeper replied.

"Yes, that's him!" Marie exclaimed. "Have you seen him?"

"Nope, never heard of him. Perhaps you'd like a Sheet Covered Table. Very fashionable these days, and on sale." Marie groaned. As friendly as this guy appeared to be, he sure did have a one-track mind.

"No thank you, I'm not here to buy anything. I just want to find my friend."

"Are you sure? Well, if he's smart then he'll come here to shop, and if I see him I'll let you know, alright?"

"Yeah, thanks." Marie doubted Frankie would be very interested in furniture, but at least she had someone to look after her. It made her feel a little better that the Deserted Fairground was populated by something other than ghosts. She was passing around the back of the tent when she heard it.

"Did you get rid of her?"

"Yes. Very nice little lady; unfortunately, she didn't buy anything," the Grundo shopkeeper's voice floated to her sensitive ears. She pressed her cheek against the back of the tent to listen closer.

"Nice or not, she's after me, and I can’t let her find me. Here, take your Neopoints, and remember: I was never here."

Marie gasped. The other voice -- it was Frankie's!...

Seconds later, she heard footsteps in the grass. Hiding in the shadows, Marie watched as Frankie crept along the side of the tent and began to sneak away. "You're not getting rid of me that easily," the Usul huffed as she tied her sweater over her head and face, leaving only a slit through which to see. She zipped her teddy into her backpack and, with the stealth of a ninja, followed Frankie in hot pursuit.

The Draik was quick, but Marie was determined to see why her closest friend was so intent on hiding from her in the Deserted Fairgrounds, of all places. She followed him past the Bagatelle, stalked up the path beyond the Coconut Shy, and watched from behind a bush as Frankie slunk into the entrance of the roller coaster. "What are you up to?" she wondered out loud. Marie took the opportunity to catch her breath from the chase, producing the Bottle of Water from her backpack and, lifting her sweater over her mouth, taking a few heavy gulps.

Once she was well-rested and ready to continue, Marie snuck over to the entrance of the roller coaster. She was about to slip inside when she heard voices approaching from within...

Marie strained her ears, trying to figure out who in the world was inside.

"Please, sir, you have to!" Marie sneered at the sound of Frankie's voice as it floated from inside. "She can't find me, you don't understand."

"Frankly, Frankie, I don't care." The voice was gruff and deep, as Marie expected a Skeith's to be.

"I need to meet them here tonight, and she can't be interfering with that. It would just be until she passes by, I promise. All you have to do is tell her that you've never seen me."

Marie clenched her fists. How dare Frankie be plotting against her?!?

She quietly crept toward the entrance, but stopped as Frankie was promptly thrown out by a Halloween Cybunny. "And stay out!" he finished gruffly, retreating back to the roller coaster entrance.

Frankie looked around in a panic, checking his watch all the while. Marie, seeing her chance, slowly began to creep toward the Draik. Before she could get there, however, a very large hand grabbed her shoulder...

She looked over her shoulder meekly. A giant Draik was standing behind her, stripes of electricity pulsing along his skin.

"It's okay, I won't hurt you, but you should come with me."

"No, I need to follow..." Marie began, but when she turned back to look at the spot where Frankie had landed, he wasn't there.

"You really don't want to do that," the Draik repeated.

"You're just trying to help him!" she hissed. "He wanted that Cybunny to lie to me about having been here until tonight, and now you're trying to drag me off somewhere else!" Marie wasn't sure when her anger with Frankie had overruled her fear of the Deserted Fairground, but it most certainly had. "He has everyone at the entire Fairground turned against me, and I've barely been here for an hour!"

"Yes," the Draik said. "Yes, I am trying to help him, but not the way you think... and I'm also trying to help you."

Marie shook his hand off her shoulder. "Why should I believe that?"

"For the same reason you believe, deep down, that Frankie isn't trying to hide from you because he suddenly decided to hate your guts."

She stiffened. He was right.

"Where are we going?" she asked.

The Draik stretched out his wings and lifted a few meters off the ground, gaining a good vantage point over the Deserted Fairground. "There," he said, pointing into the distance.

Marie didn't need to move to higher ground to see the eerily lit towers of Castle Nox over the treetops, or the cloud of lightning that surrounded it...

"Are you sure we have to go... there?" The Draik nodded, slowly beginning to descend. Once he reached the ground, he pointed a scaly blue claw toward a dark path, which was surrounded by trees.

"That's the only way to get there, unless you have wings." Gesturing to the Usul, he continued, "Which, of course, you clearly don't." Marie's cheeks shaded a deep crimson. After all, she couldn't help that she was an Usul!

"Why is Frankie even going to Castle Nox in the first place, though?" Marie asked, then placed her head in her paws. It was all so confusing! The Draik made a long, hollow whistle.

"That, my friend, I only know one part of. The other part, I'm afraid, even Frankie wouldn't tell me." Marie removed her head from her paws, looking up at the Draik with curiosity.

"Would you... you know, tell me the first part?" she asked. The Draik nodded.

"First, let's begin with my name. I am Kyro. I happen to own a part of this land... that's besides the point, however. What I'm going to tell you is what Frankie told me himself -- well, not word for word, mind you, since I don't have that great of a memory!" Pausing, he looked at Marie. She gestured for him to continue, so he did.

"Anyway, I was talking to Frankie a few days ago, and he asked me if I would tell you that I hadn't seen him. Of course I said yes; he offered quite a lot of Neopoints, too..." Kyro's voice trailed off, and he was now gazing out into the distance like he was daydreaming.

"And?" Marie asked, getting somewhat cross with the Draik's wandering mind.

"Oh," he said, her words breaking him out of his trance. "He then told me that he was planning to go to Castle Nox to plan something... an event, which he referred to it as a 'surprise.' I doubt he was telling the truth, though. He told me to keep you away from the castle at all costs, and I said that I would."

He smiled at Marie, ensuring her that he wouldn't actually try to stop her from getting to Frankie. She gave him a crooked smile back.

"Thank you, Kyro. I won't forget you on my journey to Castle Nox."

Kyro laughed lightly. "Of course you won't, because I'm coming with you..."

"Not at all," Kyro answered. "The place is mostly deserted, anyway, now that Nox is dead. There are rumours of a ghost haunting it, but nothing more."

"Mostly," Marie said darkly. "That's very reassuring, thanks."

"I'm sure it will be fine," Kyro said, leading her down the path. "I'll look after you, anyway."

Castle Nox loomed in front of them, the doors wide open where the looters had left them after Nox's death.

"How do you even know Frankie?" Kyro asked as they entered the great entrance hall.

"We met soon after he moved away from the Fairgrounds," Marie said. "He was new and looked lonely. You?"

"I... can't remember rightly," Kyro answered. "I don't have the best of memories, did I tell you that? I remember running with him, once, I think."

"Frankie does like to run about," Marie said.

"No, we weren't running about," Kyro said, squinting as he tried to remember. "We were running away from something."

He glanced back toward the open doors, and the path leading down into the Fairground.

"That looks familiar," he commented.

In the depths of the mansion, there was a noise. A banging, like metal on metal.

"Frankie!" Marie gasped, running off down the corridor. "It must be!"

Kyro stared back at the door for a moment more. He was sure there was something important he had to remember.

Suddenly, he gasped.

"Wait, Marie! There's more in this mansion than just a Halloween Draik!"...

Unfortunately, there was no sign of Marie anywhere. The corridor had several doors on either side of it, all of them looking identical and they went as far as his eyes could see.

Even in death, Nox's paranoia about someone invading his mansion was coming to haunt them. The rumors about doors opening to one room and then, minutes later, opening to a different one meant that the castle was a giant maze.

Well, maybe if they were lucky, they'd come across Nox's legendary ice cream room.

Oooohh... this isn't good... Kyro thought to himself. Where could she have possibly gone?

The horrible banging sound of metal on metal echoed out again, and shivers of fear moved down Kyro's spine. He didn't have a choice. He was going to have go after her, and hopefully he could find Marie before IT found her.

While his memory might not have been the best, his hearing still worked perfectly well. He might not be able to see where Marie had gone, but he didn't hear any door open or slam, meaning that she must still be in the main corridor.

As fast as Kyro's wings could carry him, he flew after her, zipping down the hallway at speeds he didn't know possible. He didn't even slow down for the sharp turns and corners within the castle hallways.

After only a few minutes, he finally caught sight of Marie. The young Usul had just passed through a door and it was closing behind her.

"Marie, NO!" Kyro shouted, before it slammed shut behind her. The banging metal sound was coming the loudest from beyond that doorway.

The doorway leading into the basement of Castle Nox...

"Oh my goodness! What is this?" he heard a voice shout, which was obviously Marie's.

"Marie!" Kyro yelled, running down the stairs two at a time. He heard a scream, followed by a pop, pop. When he reached the bottom of the stairs, he noticed a worn wooden door. Yanking it open, he yelled.

"Get your paws off of Marie, you evil beast!" He then heard light laughter. Confused, Kyro opened his eyes.

He gasped. Instead of seeing the sight that he had envisioned, he saw a beautifully decorated dinner table filled with assorted Spooky Foods, along with a few confetti poppers on the floor. To top off the scene, balloons with the words Happy Halloween floated around.

"Huh?" he sputtered in confusion. Marie continued laughing, and a Halloween Draik next to her joined in.

"Silly Kyro! You should see your face!" Marie said, shaking her head. The Halloween Draik picked up a glass of fruit punch that was resting on the table.

"Why, you were almost as surprised as Marie here!" Marie lightly punched him on the shoulder.

"Because I thought Nox got you!"

"But... but... how? I just... you..." Kyro stuttered, tripping over his own words. Marie looked toward Frankie, who took a sip of the punch before speaking.

"I'll explain. I originally came here to plan a surprise party for Marie, but she just had to come snoop." He paused as Marie shot him a look. "Nox has been dead for ages, so I decided to 'borrow' his mansion -- it's the perfect place for a spooky party, after all. Now, I know what you're thinking, but don't be alarmed -- Spoli is sleeping at this time of month, I'm certain." Kyro stepped back in shock.

"Wait... wasn't he chasing us just a few weeks ago?" he questioned, his mind still reeling.

"Who's Spoli?" Marie asked. Frankie shuddered.

"He's a huge Spyder, who's said to guard Castle Nox. Don't worry, though -- he's not awake right now. If he was, however..." he trailed off.

"That would be another story," Kyro finished darkly. Marie walked over to Kyro and handed him a glass of punch, a wide smile plastered on her face.

"But hey, at least he's not here! Let's have the best Halloween party EVER!" she said excitedly. Kyro smiled. It was going to be a Halloween to remember.

Meanwhile, in the deepest hallway of Castle Nox, a giant Spyder's eye snapped open....

The End