Pennywise watches, mostly secluded in thick saw grass and cattails in a marshy drainage pond, as two men mercilessly beat a homeless vagrant in a dark parking lot beside the Derry Mall. It is well past midnight.

Violence always draws him in. He is nothing if not a little curious, and his time on Earth has offered him plenty of front row seats to be entertained by human misfortune and violence. He preys on the victims with such ease at times, it actually amuses him.

The attackers stink of testosterone and alcohol. The smell makes the corners of his mouth turn down. Males often have that stench of dominance about them. The vagrant however, smells just the way he likes; terrified.

As the two men knock down the homeless man for the third time in the past two minutes, one starts kicking him in the gut while the other, taller man pulls a flask of alcohol from a back pocket and takes a deep swig.

The vagrant starts to drag himself towards the drainage pond, hoping perhaps they will not follow him into the smelly filth of the swampy water and mud.

Pennywise rises from the water and walks closer to the edge of the reeds as the vagrant drags his knees under himself and crawls within feet of the edge of the reeds. Pennywise can smell the sweet aroma of pain and fear and his watchful blue eyes quickly shift to a glowing hungry orange. He steps out of the reeds before the man and grabs him by the neck, lifting him as he stands, staring out at the two drunk attackers. The vagrant hangs limply from his hand as he whimpers in pain.

Pennywise has the attackers' attention now. He steps fully from the reeds and onto the pavement. He drips with water, but has no mud on him.

"The fuck you want, freak?"

"This some kind of joke? Tryna scare us off?"

Pennywise is easily a foot taller than one of the men and a good six inches taller than the other, the one with the flask. He doesn't have to try to be intimidating, he cuts an imposing silhouette. He tilts his head, face devoid of any expression. The man in his grip reaches weakly up to grab Pennywise's wrist, another pained whimper escaping him as he is drug onto the pavement. With deliberately slow movements, Pennywise lifts the man bodily before himself, his head eye level with the clown as his feet dangle four inches from the pavement.

Pennywise peeks around the weakly struggling man's head with a toothy smile. The men look confused. One moves forward a single step and Pennywise crushes the man's neck in his hand with a sickening pop of his spine being severed. His body falls limp and both men jump in shock.

Pennywise releases the man in his grip and the body crumples to the pavement heavily. He smiles a closed-lip smile, the corners of his eyes crinkle into little crows feet. The men look from the dead body to Pennywise's face. Horror creeps into their expressions and Pennywise's smile disappears. "Scared yet?" Pennywise asks in a low tone as he lowers his arm back to his side.

The shorter man scowls, "The fuck you s'posed to be, a clown?"

Pennywise chuckles, "I can be whatever you want me to be." Effortlessly reaching into the man's mind, he sees the form of his ideal woman: tall, busty, wide hips, long brunette hair. Pennywise easily becomes that woman, his hair growing long and lustrous. The clown paint on his face chips and falls away to reveal the woman's soft lovely features. Under the silk of his clown suit, his body shifts and changes and with a deft yank, he rips the silk away with his right hand, in a sweeping gesture across his chest to reveal a sensual female body, perfectly tanned and smooth, and naked. Pennywise steps out of his boots and pulls off his gloves as he walks slowly towards the short man, his hips swaying just enough to make the crotch of the shorter man's jeans tighten uncomfortably.

"What in the fuck…" the taller man whispers, his own jeans far too tight in the crotch now too. Pennywise casts him a heavily lidded glance before he steps close to the shorter man, pressing his body against him, he spreads his right hand on the small of the man's back, pulling him closer, feeling the heat and the underlying arousal. He can sense the tingle of fear in the man, fear of something the man cannot quite understand. But his arousal gets the better of him and Pennywise suddenly has rough, callused hands groping his rear and sliding down the backs of his thighs. His eyes narrow at the strange sensation of hands squeezing the soft parts of his form. His lip twitches. Pennywise has never actually been touched by his prey in this way, and he is not entirely certain of his opinion of it. It is strange, but not entirely unpleasant.

"Hey, Carl, the fuck're you doin man?" the taller man stakes a step closer, his tone deeply unsettled. His brain is telling him that there is something horribly wrong with what he is seeing, and it scares him. Pennywise looks sharply over at him, stopping him in his tracks with piercing yellow eyes. The man recoils a little, his hands raised defensively. "Carl, I got a baaaad feelin' about this…" Carl ignores him, his hands sliding up to fondle those perfect breasts.

Pennywise smiles at the taller man, "Rightly so. You should be terrified of me, and yet your simple minds give in to your base instincts to procreate." he pauses, his expression unreadable. "You ignore the viper in the grass. Like a sailor, falling for a siren." his voice is soft, low but undeniably feminine.

"I'll take The viper, if she's gonna look like this, I ain't questioning it. Look at her, Pete…" Carl says, his voice thick with arousal as he leans close to wrap his lips around the soft curve where Pennywise's neck meets his shoulder. Brows arched at how easily this man was manipulated, Pennywise allows the man to indulge himself. Arousal tastes almost as good as fear. Almost . For now, it is a keen distraction. Five feet away, the other man, Peter, steeps in the sweet aroma of fear, and Pennywise is so hungry for it.

As a rough hand slides up the inside of his right thigh, Pennywise draws a somewhat sharper breath and leans his body into the man, and Carl responds by pressing his lips into the skin on the side of Pennywise's throat. Carl moans, his erection pressing against Pennywise through his jeans as he huffs against Pennywise's neck, lost in his arousal as he starts to slowly rut his hips against Pennywise. "You're so perfect."

"I am the perfect predator." Pennywise whispers into his ear. Those words send a dagger of adrenaline and cortisol into the man's heart. He freezes, recalling his situation quite suddenly. Carl draws a shaky breath, tilting his head back to look up at Pennywise as the eldritch creature gazes calmly down at him. His eyes are a glowing yellow, edged in red. He can feel the man's heart pounding against him as horror chills his blood.

Pennywise gently slides his right hand up over the curve of Carl's ass, his fingers sliding up his tailbone to the small of his back. Carl stares up at Pennywise, eyes wide as drool collects on the creatures bottom lip. Those fingertips shift and grow into pointed dagger-like claws. "And now…" Pennywise says in a cold tone, his voice having returned to his more familiar masculine register, "I will feast on you all." Carl draws a horrified gasp as Pennywise gently angles those claws perpendicular to the small of Carl's back, and with a sharp easy motion, he slips those claws into his spine, severing his spinal cord. His expressionless face stares down at Carl as agony and silent horror contort his features. The drool drips from Pennywise's lips onto Carl's chin as he gapes up at him in agonized shock.

His body is held up by the claws in his spine, and his arms numbly reach up and paw at Pennywise's shoulders and upper arms, before the monster slips the claws free, allowing Carl to drop limply to the ground, his head bouncing off Pennywise's supple breasts and making them jiggle a bit as he lets out an agonized moan.

Pennywise watches the man drop before slowly looking over at Peter, who stares, white as a sheet into Pennywise's expressionless face. Perhaps five feet stand between them, but Pennywise can sense the terrified pounding of the man's heart as he gapes in terror.

The image of the woman falls away like crumbling paint to reveal Peter's deepest fear. Were his friend in any shape to joke, he would be laughing stitches in his sides at Peter, because Pennywise has taken the form of the alien xenomorph from the classic 'Alien' movie series, starring Sigourney Weaver. And Carl thinks that's the most hilarious movie series to have ever been made, a literal joke.

But it is not a joke for Peter. Ever since he was a little boy, the xenomorphs haunted his nightmares. Traumatized by his older brother, who would put on masks and jump at him when he wasn't paying attention. He once got a cardboard cutout of one from the movie theater and taped it to Peter's ceiling over his bed. Peter didn't sleep for two and a half months after that incident. Now, as Peter stands face to face with his childhood fear, he is once again paralyzed. The flask in his hand falls to the pavement with a metallic clatter, spilling alcohol onto the filthy asphalt.

"Fear." Pennywise growls through the teeth of the xenomorph, raising threatening clawed hands and swishing the deadly barbed tail behind himself as he steps towards the man, mouth pouring thick drool. "such a powerful thing."

Peter is paralyzed by it. The movies were realistic enough to truly frighten and unsettle him every single time they were on screen, even when he saw the movies as an adult, but he always had that nagging feeling as he got older that the xenomorph puppets never looked quite real enough, their movements just a little too stiff. But this creature standing before him now is more real and horrible than any of the movies could have ever depicted. This monster is feral and lithe like a hungry predatory creature. And its sights are set on him. He lets out a scared sound as his boots shift on the pavement, the gravel crunching beneath his soles and the xenomorph twitches at the sound, its head tilting sharply.

The xenomorph leaps at him with such speed and suddenness, all Peter can do is let out a scream as claws wrap around his upper arms and his body is slammed into the pavement. The wind is knocked from Peter's lungs and he tries to gasp, his diaphragm spasming violently.

With a roar straight out of the 'Alien' movies, the xenomorph lowers its head and plunges it's secondary mouthparts deep into the man's right shoulder, shattering his collarbone. The man drags in a breath and a scream rips sharply from his lungs as it tears off a chunk of flesh, which it then swallows. Then the mouthparts rocket out again. The man bellows his agony as the teeth rip away pieces of his ribs this time. Then the mouthparts punch sharply through the man's sternum and he lets out a choked gasp as its teeth sink into hot soft throbbing muscle.

His deepest irrational fear is being realized, and the man lets out a choked scream as he bleeds, his heart in the jaws of a xenomorph.

Irritated by the inefficiently small mouth this form possesses, Pennywise snarls and allows the clown form to rip it's way out of the xenomorph, his mouth already gaping wide as he lifts the bloody man to his maw and bites clean though his neck and shoulders. A wash of delicious blood and meat fills his mouth and slides hotly down his throat and his eyes roll back into his head as he sinks his hundreds of teeth in for another bite. The monster cannot stop himself from letting out a soft, pleased growl.

Carl, paralyzed at his hips, but still very much conscious, watches in horror as his friend is eaten like a candy bar, not but a few feet away. He can hear the crunch of bones being crushed as this shape shifting beast takes massive bites out of his dead friend.

The creature rises to its feet; gripping by the left buttock, what remains of Carl's friend Peter: his legs, hips, and a small part of his abdomen. All that remains of the 250 pound man as the clown turns to face Carl.

Carl vomits at the horrific sight as Pennywise lifts the carcass to his mouth and takes another bite, cleaving cleanly through the right femur with a sharp crack. The rest of the severed right leg drops to the pavement with a sick thud, making Carl heave and vomit again as Pennywise gnaws on the remnants of the hip in his hand, the other leg limply swinging in the air.

The clown steps closer to Carl and squats down, biting through the middle of the femur with a loud crunch. He chews once or twice before swallowing and smiling a bloody smile at the paralyzed and nauseous man. "More gruesome than you could have ever imagined, isn't it, Carl. Doesn't quite sound like it does in the movies," Pennywise slides his grip on the leg down to the ankle, grabbing the knee with his other hand. With a sharp motion, he breaks the shin in half, the bone jutting sharply out through the skin. Carl hurls again, but there is nothing in his stomach. "does it? Sounds a little sharper, a little more wet." He roughly rips the two broken halves apart, the remains of the thigh swinging limply in his grip as Carl gapes his mouth open and drops the man's foot and half his shin into his mouth and swallows it whole, before doing the same with the knee.

"There's a little bit of his leg left over… if you're hungry?" Pennywise says as he reaches back and grabs the ankle of the other leg and drags it over. It makes a wet sliding sound across the asphalt before Pennywise lifts it up in front of Carl's sickened face, the knee bent as half the thigh hangs limply, torn muscle and tendons hang like ribbons from the stump. Pennywise cackles before he bites the leg in half and swallows the flesh, bone, and cloth whole before tossing back the rest of the leg and foot, boot and all.

As his gaze falls back on Carl, the man lets out a horrified sound, trying to drag himself away. Like he suddenly realized he was next on the menu.

Pennywise stands and walks over to crouch in front of Carl, cutting off his attempt at escape. He leans down close to his face and smiles. "Time to float, Carl." His mouth peels open and his throat gapes as the Deadlights rise up into his mouth and take Carl's consciousness. His eyes become milky white as his body lifts from the pavement, guided by slender digits, as Pennywise stands and with little effort, he swallows the man's broken body, as a snake would it's prey. Whole.

Then, turning, he strides over to the dead vagrant and wraps his slender digits around the man's broken neck. Standing, he drags him into the swampy water, disappearing under the inky surface of the pond to return to his lair deep in the sewers.

End of Chapter Four.