A/N: This story is based on a BatIM 2D Bendy AU spinoff created by Shinyzango and themarginalartist on Tumblr. Check it out. Their work is really cool.

Disclaimer: Bendy and the Ink Machine is owned by TheMeatly.

So Cold

Cold.

He just felt cold.

Henry was wading through another hallway flooded with ink. He didn't know how long he's been doing this but it was really starting to grate his nerves. If it wasn't the searches popping up here and there to harass him, then it was Lanky (the twisted Bendy) causing him trouble.

Throughout it all, Henry tried to stay calm and move on. He was determined to get Bendy and himself out of this place. As time marched on, he was finding himself just plain cold and tired. The ink was always cold. Even when Bendy used his other forms during a fight, his large inky body always felt cooler than a living being should be. He was warmer than the ink he was walking through now, but not as warm as a human body. It's not his fault and Henry could never blame him for something he couldn't control.

Lately it's been harder to get the ink off his hands and he gave up on trying to get it off his legs and feet. They were constantly getting soaked and it made no sense to even try. Of course the constant wetness and the squishiness was starting to get to him. He even had a slight cough. It felt like there was something tickling his throat and he couldn't get it out. Great, he was catching a cold along with everything else. Even Bendy began picking up on his foul mood. He often asked him if he was okay or if he needed to rest. He would just sigh and tell him that he'd be alright. He really didn't want to worry the toon. Bottle it up and lock it away. That's what being in the service had taught him. Lock it away and keep moving. Keep… moving.

"Henry? Hey Henry!" He blinked before looking down at the page in his hand. "What's wrong buddy?" He could see the little toon pointing at him.

"You need to rest!" Henry shook his head and said he was fine. "Pal, you're leaning against the wall and you fell asleep standing up." The little toon deadpanned.

Henry blinked and looked to his side. Sure enough, he was leaning against the wall. 'Huh, when did that happen?' His thoughts were very sluggish. He tried to push off the wall and stumbled a bit. Maybe he did need a little rest.

"You're right. Lets find a open room and close our eyes for awhile." He could see the toon nod his head as Henry checked the rooms lining the hallway. He found an unlocked door and stepped inside.

It was a small room. There was a desk but the chair was broken. It was relatively dry with only a few splotches of ink in the corners and on the wall. Henry sighed. He'd take what he could get. He closed the door, locking it behind him. He placed the axe and Bendy's page on the desk.

Bendy was worried. He'd seen Henry tired before, but not like this. He was moving so slow. He wasn't as alert as he usually was. If they got attacked right now, the toon doubted his friend would be able to defend himself. Plus he noticed the man would shiver once and while.

"Are you sure you're goin' to be alright?" He watched as Henry leaned against the wall before sliding down into a sitting position. The man ran his hand across his face before smiling weakly at the cartoon demon.

"I'll be fine. Jus' a little rest and I'll be right… as… rain." Henry's eyes slid shut and his head slumped forward. Just like that. He was asleep.

Bendy had never seen his friend fall asleep so fast. Something was definitely wrong. He sat down on his line and decided he would look after Henry. He couldn't shake the feeling that something bad was going to happen and was wanted to be ready, just incase.

-OoOoOoO-

Henry blinked his eyes a few times. He found himself standing in the middle of a large room. He couldn't see the walls or ceiling because it was very dark. The only light he could see was right over his head. It radiated out in a circle maybe five feet in any direction. He looked down to find himself standing in a pool of ink. It rippled and sloshed against his legs whenever he moved.

"Oh great! More ink. I'm really beginning to hate this stuff." he grumbled. It was then he noticed he didn't have his trusted axe or the page that Bendy resided in. He was all alone. He looked around frantically for his friend, a door or someway out of this place. He needed to find Bendy. He knew how much the little toon didn't like to be alone.

Henry picked a direction and ran. And he kept running. No matter how far he went, it felt like he wasn't getting anywhere. No walls or door, just ink and the light over his head. He stopped and looked around, trying to get his bearings. He took off in another direction, then another, and another. Soon he couldn't tell if he was coming or going.

"This is ridiculous! How big is this place?" He was getting frustrated. He began calling out, hoping that someone would hear him. All he got for his trouble was the echoing of his own voice bouncing through the large empty space. Henry ran his fingers through his hair as looked around frantically. No. He needed to stay calm. Panicking would get him no where. He stopped moving and stood there, closed his eyes, and took deep breaths.

A slight splashing sound caught his attention and he opened his eyes. There was nothing there. He heard the splashing again and spun in the direction he thought it was coming from. Nothing. Henry gritted his teeth and curled his hands into fists. He raised his fists and got into a boxer's stance. He would be ready if something jumped out at him.

The ink began to ripple all around him, making Henry extremely nervous. All of a sudden, a clawed hand shot out of the ink and grabbed one of his arms. He tried to pull away but another hand reached out and grabbed his other arm. Soon he could feel hands wrapping around his ankles and his lower legs. Long arms began emerging from the dark pool, crooked and dripping with ink. Their long clawed hands latched onto his shoulders and wrapped around his chest. He was immobilized. He tried to struggled, but he was held tight.

"What the hell!?" he snarled. "LET ME GO, YOU BASTARDS!"

Henry noticed that even though the hands held him tight, the ink around him began to move away, like a wave pulling away from the beach. There was a roaring sound, like a train moving through a tunnel. At first it seemed far away but it started to grow louder. A tall wave of ink came barreling towards him from the darkness!

He tried to squirm out of the hands holding him in place but it was no good. They were too strong. He had enough time to shut his eyes before the wall of ink slammed into him. He felt some of the air knocked out of him as he tumbled end over end. The claws never loosened their grip and just rolled with him until he slowly came to a stop. He was floating in the thick darkness.

He cracked his eyes open only to see nothing. He was surrounded by darkness. It was pressing down on him from all sides. He looked up to see a diluted ball of light that was fading fast. He could feel his body being dragged down into the nothingness.

Henry tried to hold onto what little air in his lungs that he could but it was a loosing battle. He could feel his lungs burning. He gasps involuntarily and was rewarded with thick ink rushing into his mouth and lungs. He sputtered and tried to cough it out but it was no good. He watched as the last bit of air in his lungs formed bubbles and floated away from him. He was left frantically shaking his head. This couldn't be happening. He could feel his body struggle to expel the offending substance. His body was caught in a massive spasm and jerking but he couldn't stop the heaviness that was settling in his chest. It felt like it was weighing his whole body down.

'NO NO NO NO NO!' His mind was racing. There was no way out. He could feel himself loosing strength and his body stilled as the hands continued to drag him downward.

Cold.

So cold.

He was beginning to feel cold. He could feel it creeping through his fingers, then his hands and up his arms. His legs were fairing no better. Within a few seconds the numbness started to set in. His limbs felt so heavy. The coldness began to spread to his chest and he could feel his heart thudding in his ears. The pounding was making his head hurt. He could feel the pressure in his head increasing as his heart struggled to beat. It was slowing down. He absently wondered if this is what it felt like to suffer a heart attack.

Henry's eyes began to droop and he knew if he closed them, that was it. His eyes would never open again. He struggled to keep them open, but it was so hard. He needed to hold on. Someone was waiting for him. He needed to stay awake. He needed to…

"resist? Why are resisting? Why don't you just give in? It had to be easier than this. It's just like going to sleep. Just close your eyes and let yourself be swept away." That voice. It sounded so familiar. Like an old friend. His mind was too muddled to make out why.

"No more suffering. No more pain. Isn't that what you want?" Is that what he wanted. It made so much sense. Why did he have to be in so much pain. All he had to do was give in and he'd be… free. Henry's eyes slid closed.

"…"

"…nry…" His face twitched.

"…enry…" He could hear something but the sound was so muffled.

"Henry!" Someone was calling him? Why? Why can't they just let him fade away in peace.

"HENRY!" That voice. Different from the other one, yet familiar.

"Please Henry!" They sound so scared. Why are they scared? He'd do anything to let them know that everything will be alright.

"HENRY! WAKE UP!" Henry's body jerked as his thoughts caught up with him. The darkness began to crack and shatter around him. He knew who was calling him and he needed to get to them. The cracks spread all around him until the darkness shattered and he was awash in bright light.

-OoOoOoO-

Henry awoke with a start. He could feel his body jerk and it felt like something was wrong. His ears were buzzing and his head felt heavy. He knew Bendy was calling him but he sounded so distant and scared. He tried to tell him that he was okay but nothing came out. Instead he was caught in a coughing fit. His lungs felt weighed down with something thick. He could hear something splash on the floor in front of him. Henry managed to crack open one eye and saw a small puddle of ink. He tried to take a deep breath but couldn't. He could feel thick liquid rising up in his throat. It pushed the air out faster than he could get it to his lungs. That caused him to cough even more.

He managed to spit out a wad of the viscous liquid. His eye widened when he realized, it was ink! That's when he noticed he could only see out of one eye. The other seemed to be covered by something. He wanted to lift his hand to wipe his face but it was difficult. It felt cold, heavy, and all wrong. A quick glance at his arms told him why.

Both of his arms were a misshapen mess. His skin was gone, replaced with gelatinous ink that pulsates and shifts up the length of his arm. One arm was larger than the other with a hand that was bigger than his head. 'Oh no, this can't be real…' he thought as he tried to wiggle his fingers. They seemed to respond albeit slowly.

He noticed he was getting the same sensation in his legs and he knew he wasn't going to like what he sees. Everything below the knee was unrecognizable. It was just more of that gelatinous ink that vaguely formed his lower legs. He couldn't even feel his feet anymore. Did he even have feet? He tried to move them. All he got for his trouble was a wet squishing sound when his 'foot' hit the ground.

During his time in the service, Henry had a few friends that lost limbs to a mortar and shrapnel or a well thrown grenade by the enemy. They all described the same thing. The feeling of their lost limbs still being there but detached at the same time. A lingering pain and the cold reality that it was gone. He was beginning to understand how they felt.

The buzzing in his ears had finally gone away. He could hear Bendy frantically calling his name but his thoughts were still consumed by what was going on.

He tried lifting his arms again. They responded so slowly. They were so cold and heavy. Henry reached over to touch his right arm. 'Oh God!' his mind was left reeling. It was like his arm was encased in thick leather. He knew he was touching it but the feeling was so dull and it took his mind a few seconds to realize he was even touching his own arm. It was frustrating and he could feel his panic rising in his chest.

Henry tried to get to his feet but he slipped and fell back to the floor. It was like trying to stand on water filled balloons. He tried again and again. He gripped the wall with his larger hand and managed to pull himself up. By this time he was panting heavily and clutching at his chest. His heart, it was beating so slowly, like it was struggling to pump against the heaviness in his chest.

"HENRY! HENRY! Look at me!" Henry turned his head slowly towards the sound. He could see Bendy's page on the desk. The little toon was jumping up and down and waving his arms. He wobbled as he turned his whole body and tried to make his way to the desk.

Bendy watched helplessly from the desk as Henry lurched in his direction. His one visible eye was too wide. The normally white part was completely black and there was a tiny white pinprick of light where his pupil used to be. He had ink running down the other half of his face. He couldn't tell where his hair ended and the ink began. The toon could see his friend trying to catch his breath but couldn't. There was just a gurgling sound before ink began spilling out of his open mouth. It hurt Bendy to see him suffering like this.

Henry slumped over the desk. His larger hand gripping the edge to tightly the wood began to splinter. "Henry! It's going to be alright! I know you're scared. I can help you!" He pressed his gloved hands against the paper. He needed to get to Henry. He needed to help calm him down.

"BeNdY…" was all he could manage to get out before he started choking on the ink in his throat. He body began to shudder and he was looking around wildly. He felt like the room was just too small. He was drowning! He needed air. He needed OUT!

"Henry wait!" All Bendy could do was watch as Henry spun and stumbled to the door. He tore it off its hinges and ran out into the hall. The little toon was left pounding on the page and yelling to his friend.

He needed to get to him. He was so scared. He could see it in his eye. He could feel it. Henry was always there for him when he needed him. There was no way in hell he was going to leave him to face this alone. Bendy could see a trail of ink on the floor. If he could just reach that, he could go after Henry. He backed up and rammed his shoulder into the page causing the paper to flap forward. He did this a few more times before finally getting the piece of paper to lean forward enough to tumble off the desk.

The page floated down until it landed in some ink on the floor. Within a few seconds the page was soaked through and Bendy was able to emerge in his taller, more slender form. He ducked under the doorway and stepped out into the hall. He noticed a long smear of ink against the wall. It lead down the hall. Henry must have been using the wall for support. Bendy only gave it a second thought before running in that direction.

The ink demon began to slow down when he noticed there were huge splatters of ink here and there against the walls. 'He must have run into some searchers. I'm getting close.' he thought. He could hear splashing coming from around the next corner. Bendy made a run for it. He skidded around the bend and came to a complete stop.

Henry was standing at a dead end. His back was against the wall and he was clawing at the ink covering the side of his face. His head shot up when he noticed Bendy standing there. He let loose a low, gurgling growl that caused ink to dribble out the corners of his mouth. It was a warning. One that Bendy was going to ignore.

The toon could see the ink on his body bubbling and rising towards the ceiling. He put his hands up in a placating manner and approached the man slowly. Henry shook his head frantically and growled again. He lifted his massive fist and struck the wall next to him, leaving cracked wood and a dent behind.

It hurt so much for Bendy to speak when he was like this, but he needed to get through to Henry. "hEnRy." The man froze and was staring at him. "CaLm." It was garbled, but he could tell by he look on his friend's face that he understood.

Bendy ran his fingers down the length of his arm before pointing towards Henry. "YoU nEEd TO bE cAlM."

Henry blinked. He looked at Bendy's arm before he raised his hand to look at his own. Where Bendy's ink was smooth, Henry's was practically writhing like a bunch of snakes under his skin. It was making him freak out even more.

"CaLm." Bendy was standing just in front of Henry now.

The man winced. How did he get so close without him noticing? He was shaking his head. He couldn't focus. His arms and legs didn't feel like they were apart of him anymore. He would normally take a deep breath but he couldn't even do that. That drowning feeling wouldn't go away! No matter how much he coughed, he couldn't get it out! He couldn't do this. It was too much. It was…

Henry's spiraling thoughts came to a grinding halt when he felt a massive pair of arms wrap around him. He tried to struggle. He was shaking so much. He couldn't breath! He needed to get away, but Bendy wouldn't let him. He just held him tighter.

"iT WiLl BE oKaY. I PrOmIsE." His voice was so distorted but somehow Henry understood. Tears began to run down his cheek. Too much! This was all too much.

Bendy leaned back just enough to look down at his friend. The look in his eye was heartbreaking. He looked so lost. The ink demon lowered his head and lightly pressed his forehead against Henry's. "We wILl fiX ThIs." He could feel Henry's body go still in his arms.

Henry closed his eye and leaned into the massive bear hug. Slowly he began to realize he wasn't alone. Bendy was here. He could help him. He stopped struggling and could feel his body relax. The fear of drowning was still there, but it didn't dominate his mind like before. He could feel the heaviness in his chest beginning to lighten. Soon he could take short but steady breaths again. The fluid in his lungs didn't completely go away but it was like having pneumonia. He could still feel it but it wasn't killing him.

The crawling feeling on his arms began to dull. It still felt like his arms and legs were wrapped in thick leather. The loss of feeling would be frustrating but manageable, he guessed. Henry opened his visible eye only to see Bendy studying him. The smile on his face was sympathetic and a little sad.

Slowly Henry raised his arms to return the hug as best he could. "T-Thank buddy. I'm sorry if I scared ya." Henry shuddered at the sound of his own voice. It came out rough with a watery undertone.

Looking back on it, didn't he go through almost the same thing when he first changed? Henry remembered the panic and fear. Of course Bendy knew how it felt. Henry didn't let the toon go through all that alone and it looks like Bendy was returning the favor.

Cold.

He didn't like the cold, but it was something he would work to get used to. With Bendy's help, he could pull through this.