They'd planned the outing for weeks. Danny had practiced his shields, just in case, and worked on his high-atmospheric flight. Tucker had programmed a set of air jets to a central, intuitive control. Sam had read up on astrology and solar power.

They arrived at the tower at the agreed-upon time, and Clockwork greeted them at the entrance. He'd tied a time bubble to one of the many doors in the depths of his lair, he explained. It was as secure as it could possibly be.

They went through the door, onto the flat side of a huge hemisphere. It was all clear, except for the edges, which glowed blue. Beyond the shield lay a dense starscape. The central feature was a churning nebula.

Danny squealed and tumbled weightlessly to the far wall. Tucker tested his jets, which he'd strapped to himself. Sam floated forward, savoring the beauty of protostars tearing each other apart. Clockwork watched from the center of the bubble.

The teens enjoyed themselves for twenty-six minutes, chattering animatedly with each other and doing tricks. The instant the twenty-seventh minute began, Clockwork gasped softly and tightened his grip on his staff. He flew to where they were gathered together, trying to see exactly where Danny was pointing.

"I'm afraid we'll have to cut this visit short," he said urgently, instantly gaining their attention. "I need the three of you to go back through that door, right now."

Danny gaped. "B-but we've only been here like, fifteen minutes!"

"I thought you said we'd have a few hours," Sam said, crossing her arms.

Tucker fiddled with the controls to his jets. "Are you sure we can't—"

The shield's glow dimmed abruptly, then brightened as Clockwork opened his palm towards the wall. "No. Go back, now."

Danny grabbed Sam and Tucker and wrapped his own shield around them. "What's going on? Maybe we can we help—"

Clockwork's eyes flashed at him, and his hand tensed and began to shake. "NOW!"

Danny flinched back and quickly darted around him and through the door. Once they'd passed completely through, Clockwork followed, flying backwards as the bubble shrank.

Back in the tower, he slammed the door shut and lowered his hands. He turned around to find the three still in Danny's green bubble, looking startled, hurt, and confused. Clockwork himself looked uncertain, and not happy about it. He pulled on his beard. "Something's come up. You all need to go home, right now. I'm sorry this didn't work out as planned. We can do this again another time, but right now you need to leave."

Danny's brows furrowed and he dropped the shield. "Why?"

Clockwork shook his head. "Doesn't matter. Leave, now."

Tucker spoke up. "Danny, maybe we should—"

"No," Danny said, staring at Clockwork. "He'd have just teleported us out by now. Stopped time, if it was that important. What's going on?"

Both hands were shaking now. He huffed and discarded his staff to the floor. He grabbed the teens by their collars and dragged them to the door. "Get out already," he said gruffly, but they could detect only exasperation and urgency in his voice, not real anger.

Danny transformed and took a wide stance in front of the door. "No."

Clockwork raised his small hands to his head and stared at them with wide eyes. "Daniel, Tucker, Sam. Please."

Danny faltered. Sam and Tucker glanced at each other.

"You can't be here right now," he hissed. "Leave, and don't come ba—" He winced and shifted, but it seemed to take a second longer than usual before he settled on his adult form. He glared at Danny and shoved him through the door. Sam and Tucker quickly followed, pushed hard enough that they went stumbling over the cliff edge outside.

Danny transformed and recovered almost instantly. He caught his friends and brought them back up before the doors. He stalked over to the door, only to find it locked. "Hey!" He banged his fist against it.

Sam had walked right through, and Tucker gave him a flat look, one foot in the door. "Dude."

"Oh, yeah." He transformed and followed.

Clockwork was retrieving his staff from the floor. He turned as they entered and walked towards him. "No. No no no. It's too dangerous here right now. Go away."

On any other day, Clockwork was a marvelous actor. He was always so convincing when he told stories. But Danny had never seen this exact expression on Clockwork before.

His brow creased, and he frowned. But the stern look was only a mask. His hands shook. His wide eyes seemed to almost flicker, and there was something in the frantic guardedness there that surely couldn't be faked.

But that couldn't be right.

Clockwork was never frightened.

Danny opened his palms, but kept them pointed at the ground. "What's too danger—"

Clockwork pointed at him. "This is my lair, Daniel!" he roared. "And I order you to leave this instant!"

The tower groaned and the floor under the teens rippled for a second, but quickly flattened out. Danny frowned at Clockwork. He stepped forward, and Clockwork hovered back. Danny continued forward, as did Tucker and Sam, looking concerned and confused.

"I don't get it," he said. "Is something wrong with you? You can just tell us, you know. Maybe we can help."

Clockwork shook his head. "No."

"'No,' what?" Sam asked.

"Honestly we'd probably leave if you weren't being so weird about it," Tucker said. "I mean, come on. You can't suddenly throw us out without telling us why."

They didn't seem to realize that they'd backed him into a corner. His movements had become stiff and jerky, and there was no mistaking it—his eyes really were flickering, like faulty Christmas lights. He clung tightly to his staff. "Stop. Please." His back hit the corner.

Danny tilted his head. "Hey, there's something up with your eyes." He stepped forward and reached for him. "Are you oka—"

Clockwork thrust his palm out and blasted Danny into the far wall.

Sam and Tucker backed off. At an unspoken agreement, Tucker ran over to see how Danny was, while Sam stayed.

They stared at each other. Clockwork's eyes finally flickered out completely, now a dark, dull red. He sank in the air, and quickly used his staff to prop himself up against the corner.

Sam scowled at him. "We're only trying to help," she snapped.

He shook his head.

Danny and Tucker ran back over. It was impossible to tell that Danny had just been thrown against a wall. "It was a weak blast," Danny explained, at Sam's look. "He just caught me off guard." He walked purposely towards the corner.

Clockwork leveled his dead eyes at him and snarled. "Don't touch me."

Danny stood just out of reach, and Sam and Tucker joined him. "Clockwork please, something's wrong and we want to help."

He shook his head slowly, his movements becoming more limited by the second. "No. Leave…me…a-lone."

Something clicked, and he went limp. He fell to the ground as if he'd been cut from a string.

They were motionless for a second, then they all crowded around Clockwork on their knees. Tucker shook his shoulder, but he was unresponsive. Danny gasped. "Guys, he's—his clock—"

"His clock is stopped," Sam whispered. "That's really bad luck."

Tucker poked his face and jerked his hand away. "His… guys, his face is made of metal." He gasped. "Danny, what does it mean when a ghost stops glowing?"

Danny hesitantly touched Clockwork's cheek. "They don't." He shook his head, bewildered. "That doesn't happen."

"Well it's happening now," Sam snarked. She investigated the latch on his clock-case.

"What is this?" Danny whispered. "Why did he just—how—this just isn't a thing that happens. I don't know what's going on."

"Maybe it's a core thing?" She raised her eyebrows as the case opened without resistance. She turned her attention to the clock inside.

"Is he all metal?" Tucker asked, bending Clockwork's fingers.

Danny gave him a onceover. "His spectral tail's real enough." He pulled his hood back. "And he's got hair? I honestly thought he was bald. Besides the beard."

Tucker knocked on his arm and received a muffled clunk. "I think everything else is metal."

"He's a robot?" Danny sat up.

Sam's fingers ghosted over the clock face. "Or an automaton."

Tucker rolled his eyes. "Same thing."

Sam withdrew and closed the case. "Not exactly. Automatons are more likely to run on steam, or kerosene, or clock…work…"

They all looked up at each other.

Danny facepalmed. "We are so stupid."

They propped Clockwork up in the corner and pulled his hood down over his face. They sat in a circle next to him, mulling over the situation.

"Is this our fault?" Danny asked finally.

Sam hummed. "I don't think it really would have made any difference if we'd left or not."

Tucker leaned over to peer at the stopped clock. "I think maybe he… ran out of power? Like, I used to have this analog alarm clock that you had to wind up every once in a while, otherwise it would stop working."

Sam nodded. "I think he's right, but the winding point isn't where it's supposed to be."

Danny tilted his head. "What do you mean?"

"On larger, fancier clocks, the place where you put the key to wind it up is on the clock face. But there aren't any holes, see?"

Tucker looked around. "Are we safe here? Like, is this place gonna collapse or something?"

Danny turned away from Clockwork. "Nah. Not for like, ages anyway."

Tucker sighed. "Now what?"

"I don't want to leave him here," Danny said firmly. "But, I do have to get back home by ten."

"There's no way you're bringing him to your house," Sam said.

He put his chin in his hands. "Well I don't trust anyone else to guard him. Could we hide him somewhere?"

Tucker raised an eyebrow. "Like, somewhere nobody goes? Somewhere nobody even knows exists? Somewhere remote?"

"Exactly!"

Tucker pointed at the ceiling. "We're already here."

Danny blinked. "Oh. Right."

Sam sighed.

They tossed around various plans, but none of them were any good. They finally agreed to call their parents and tell them that they were having a sleepover at one of their houses. They'd done it enough times that their parents didn't even bother to call each other to confirm their story.

Sam and Tucker looked around and eventually found a room with furniture. They took the cushions, pillows, and blankets and dragged them into the front room where Danny kept guard over Clockwork. They set up a cozy nest and sat there, talking, until they got tired.

Danny glanced at Clockwork for the time, then remembered that the time displayed was when he'd collapsed. He asked Tucker instead.

They agreed to stay awake in shifts. Sam took the first one. She sat where she could see both Clockwork and the door. Danny and Tucker complained about the hard floor, but soon fell asleep in the velvet cushions.

Sam looked up at the cavernous ceiling. Clockwork's tower always looked a lot smaller from the outside. It was a phenomenon that didn't seem too unusual in the Ghost Zone, but was taken to the extreme in the clocktower. Unless a bunch of the doors in the halls led to nothing, there was more going on than anyone could guess from a casual look. Now that she thought about it, she'd never actually seen the massive clock from inside the building.

Two hours into her shift, Sam sat up straight and looked around, fully alert. Something was different. Her eyes were drawn to a movement across the room. The doors were opening. She stood and shook Danny and Tucker awake, never taking her eyes off the door.

They caught on quickly. A glance backwards confirmed that Clockwork was still inert. Danny transformed and glared into the empty room.

Somewhere in the middle of the room, a voice sighed. "They've already detected us. Come on." A ghost appeared, followed by three identical ghosts—or copies; it was impossible to tell from their appearance. They were… basically giant eyeballs in fancy coats.

Danny took a fighting stance. "Who are you? What are you doing here?"

Two of the eyeballs looked at each other. The one in front spread their hands. "We are the Observants. We assist Clockwork in his work here. We figured that he'd run down when he missed our meeting, and we've come to wind him back up."

Danny scrunched his eyebrows. "Prove it."

The Observants each pulled a time medallion from a pocket, and the one on the right also held up an ornate brass key.

Danny glanced at Tucker, who shrugged. Sam took a step forward. "If that's true, you won't mind if we stay. And you can leave when you're finished."

"Very well." The Observants pulled Clockwork out of the corner. The one with the key flipped Clockwork's hood off and pulled the back of his cloak and tunic down, revealing a round hole between his shoulder blades.

Danny, Sam, and Tucker stood close, making sure the Observants kept their word.

The Observant inserted the key and immediately began turning it clockwise, creating a sharp clicking noise that put the teens on edge. They wound quickly, but slowed gradually as the internal mechanisms tightened.

Unable to turn the key any further, the Observant nodded at the others and pulled the key out. The Observants set Clockwork down and swiftly made their exit.

The teens crowded around Clockwork, then scooted back at a motion from Sam. "He could lash out again."

The ticking was the first thing to come back. His glow followed. His eyes flicked open, restored to their usual brightness. He lifted his head and stared blankly at them.

"Clockwork?" Danny said quietly.

He pushed himself up from the floor and floated in the air. The teens stood up.

He pointedly pulled his hood back over his head, then transformed. He scowled at them. "Well?" he asked acidly.

Danny, Tucker, and Sam shared a look. Tucker tilted his head. "Uh, well what?"

"Don't play dumb," Clockwork said quietly. "Let's get this over with. You lost your first chance."

Danny shook his head. "I—Clockwork, we really don't know what you're talking about. You—do you remember what happened? You started acting weird, and then you collapsed."

He sneered. "I ordered you to leave, and you backed me into a corner. I know how this goes. Just get to the point."

Tucker took a few large steps back and sat down. He cleared his throat. "Can you explain, in plain words, what you expect from us? Because I'm totally lost."

Sam and Danny followed his lead and joined him on the floor, all looking up at Clockwork, not unlike kindergarteners looking for direction from their teacher.

He switched to his youngest form, and his anger cleared, replaced with confusion. "You know my weakness. You wasted your chance to destroy me, so you must want something. You might offer help in return." He shook his head. "I've had enough help. I can buy your silence, but you'll get no more from me unless you break our agreement, in which case you'll get a swift death."

Sam leaned back, perturbed. Tucker blinked at him. Danny gaped. "What? We don't want anything. What do you mean, buy our silence? Also, harsh! I thought we were past the death threats."

Clockwork went quiet, and absently summoned his staff to his hand. "I don't understand. Why were you so adamant to stay, if not to catch me in a vulnerable situation?"

"You think we're trying to kill you?" Sam asked incredulously. "Why?"

He shrugged. "Kill, maim, manipulate, dismantle, imprison, rob—whatever. And I would think it obvious? But I'll explain, if you insist. You'd figure it out later anyway." He transformed. "Wouldn't it benefit you if I listened to your requests to change time? Of course it would. But I don't, so you might try threats. When those don't work, you'd back them up with actions."

He gestured with his staff. "You find out that I rely on an object to function, and that without it, I am defenseless. You might steal it, or otherwise keep me from being wound. You might offer me help. If I do as you ask, you'd say, you'd leave me alone, give me my key, and tell nobody else." He smiled bitterly. "It's always a lie."

"Conversely," he continued. "One might blame their misfortunes on me, or object to an action of mine, and simply want to discontinue me. If that's the case, you've already botched the job."

Tucker squinted. "Blackmail? Are you talking about blackmail? We don't want anything from you. Really! Besides, we don't have any dirt on you; we've got nothing to blackmail you with."

Clockwork glared. "Then why didn't you leave? Why were you so curious about my reasons? Why did you threaten me when I was weakened? Why are you still here?"

Danny's sat up straight. "Threaten? We didn't threaten you!"

He huffed. "You said you wouldn't leave until I told you what was going on. You trapped me. You disobeyed every single one of my orders, in my own lair. You approached me—" He cut himself off and shook his head. "What am I supposed to think you were doing!?"

"You threw us off a cliff," Sam muttered.

Danny's shoulders drooped. "We were worried. We were trying to help you. We didn't mean to—to intimidate you. Honestly. I didn't think we could."

Clockwork put a palm to his head and sighed. "It doesn't matter. You've had hours to think about it, so just tell me already; what will it take to shut you up?"

Danny's stared at him, mystified. "About what?"

He flashed his eyes at him. "The key. I can't have you telling anyone about it, so hurry up and make your demands!"

Danny swiftly stood and stomped his foot. "I don't know what you're talking about!" he screamed. "Yeah, we saw you need a key thing. So what!? That doesn't make you our magic genie or whatever! What's wrong with you!?"

Clockwork transformed to his eldest form and gave him a blank look. "You're too impatient to keep up a con this long. You really don't understand." He looked out over the room. "What was all that nonsense yesterday about then?" he asked exasperatedly.

Sam dragged her hands down her face. "We're not the greatest at reading people," she droned.

Danny dug his fingers into his hair. "I thought you were hurt or something, or someone was going to attack. I couldn't leave you alone like that. You know we're not overly concerned with our safety, so I didn't get why you were kicking us out." He winced. "I was determined to figure out what was going on. I didn't think it was gonna be anything personal. I thought you were just being stubborn or something."

Tucker frowned. "We were being pretty pushy, huh?" He ducked his head. "Sorry."

Danny and Sam echoed his apology.

He looked back at them. "Do you even understand the position you're in?"

Sam blinked. "Sitting," she deadpanned.

Danny glanced at her and whispered. "I don't think that's what he m—"

Tucker lightly smacked Danny's shin. "It's a joke."

Danny nodded, mouthing an 'oh.' He squinted. "Um. Well. You're mad at us? Uh. You didn't want anyone to know you're a robot?"

Clockwork transformed. "I can't believe I have to explain this. You know I need a key to function. If you tell anyone, word will spread, and eventually someone will decide that they want something. They could try a number of things, including taking the key for themselves and threatening to leave me to wind down for good unless I meet their demands. So, to avoid that, I have to make a contract with you so the word doesn't spread in the first place, and nobody keeps a secret like that for free. So I still have to meet someone's demands, but it's you rather than someone better at manipulation."

"What would we even ask for?" Tucker yawned.

"Oh, nothing huge," Clockwork said flippantly. "Just a complete rewrite of history. I'm only the Master of all Time, after all."

Danny nodded sheepishly. "I think I get it now." He sat down.

Clockwork looked at all three teens in turn. "So?"

Danny shrugged. "We're not evil. You don't need to do anything for us. We'll just keep it secret. No charge, no strings attached, I promise, I swear on my li—whatever this is, scout's honor, cross my heart and hope to die—again?, stick a needle in my eye…" At a look, Sam and Tucker joined him to cross their hearts in unison. "Yep, all agreed. Are we cool?"

Clockwork tugged absently at the child-sized watch on his wrist. He sat on the floor, holding his staff across his lap. "Yes," he said slowly.

"Cool, cool." Danny nodded. "Then we can move on." He slapped his palms on the floor. "Are you okay?"

Clockwork raised an eyebrow. "Yes? I'm fine now. I was just winding down, and it started sooner than I expected. I couldn't maintain the time bubble for very long once it did. And I hope it's clear now why I wanted you to leave."

They all nodded. Tucker leaned his head on his hand. "First of all, that looked like it sucked, and I'm sorry we were being jerks when you were going through it. Second, you might be fine physically, but what about mentally?"

Sam picked up the thread. "You weren't just acting weird; you were acting scared. Are you that paranoid about all that stuff, or has it happened before?"

He shook his head, smiling ruefully. "You can't imagine how many times those things have happened." His eyes snapped to Tucker's. "Mentally? No, I'm not okay. I have this manipulation deal down to a science. I have a flowchart. I've played the game long enough to know when another round starts." He inclined his head. "I haven't encountered very many false starts. This is something of a novelty."

Danny shifted uneasily. "So, that stuff you mentioned before, about people trying to kill or main you?"

He waved a hand nonchalantly. "All have been either attempted or accomplished. One of the advantages of being a machine; it's much easier to recover from such things."

Sam frowned. "Physically," she appended.

He nodded to her and shifted forms. "Yes."

Danny's fists clenched and unclenched. "That's awful."

Clockwork sighed. "I know." He stared off into space for a moment, then brought himself back. "Now that we've got that covered, you should probably be on your way home. You've already been out past your curfew."

"We said we were having a sleepover," Tucker said.

Clockwork raised his eyebrows. "Is that what all this is?" He gestured to the nest of pillows and blankets.

Sam nodded. "Now, before you push us off topic; what's up with those Observants?"

He groaned in disgust and picked up his staff. "They're…" He scored grooves into the floor with the end of the rod. "They… guard the key." He sneered. "They're just not very good at it."

"Why don't you have it?" Tucker asked.

He carved a deep scrape. "'My abilities need to be kept in check for the safety of the universe…' or some similar load of codswallop." He let the staff fall to his shoulder with a clunk. "They honestly think I'll try to rule the world."

"And you won't?" Danny gave him a serious look.

"No. No, I don't want anything like that. I just want to explore. I want to enjoy things. I don't want to work all the time."

Sam leaned forward. "You—I thought you worked on time stuff because you had to. Like it would collapse if you didn't."

"No. It would be in more of a mess, yes, but it's never warranted the amount of work I'm tasked with. Redundant checks, endless cataloguing, recording, remembering, changing—none of that matters. If it did, the Observants wouldn't dare let me deactivate, even for a moment."

"Wh—so, they're making you work when you don't want to?" Tucker tilted his head up and frowned.

"Yes."

"What gives them that right?" he demanded.

Clockwork shrugged. "The key? And the fact that they built me in the first place, I suppose."

"They what now?" Sam asked, while Danny and Tucker gaped.

"What, did you think I hatched from an egg? Yes, the Observants built me. Then after I dethroned the king for them, they confiscated my key. Didn't want me getting too ambitious."

"After you what!?" the three cried in unison.

Clockwork shrugged. "Pariah Dark. The first time? Sure, I had help, but does anyone care who actually defeated him? Noooo." He rolled his eyes. "Everyone only talks about the Ancients, as if they were some powerful cult." He shook his head, smirking. "Bunch of low-level randos. Half of them didn't even survive."

Danny held his hands to his head. "Ohhkay, there's a lot to unpack there, but let's skip that for now. Why don't you just take the key from them?"

"They'll destroy it."

"But still, couldn't you—"

"They can see my every move. It doesn't work. I've tried."

"But you can time travel!"

"And they can see the entirety of my personal timeline, travel included."

"Darn it."

"Yes. So that's the situation. Let's not do all this," he waved a hand around at them, "the next time I shut down. Alright?"

"How long do you have?"

"About a week."

Danny scrubbed his hands over his face. "Ugh… Hey, Clockwork? Can I, uh—you can say no—can I give you a hug?"

Clockwork blinked. "Sure?"

Danny launched up and threw his arms around Clockwork's neck.

He was frozen for a second, hands half-raised in defense. He snapped out of it and stiffly returned the hug.

Sam and Tucker stood. Tucker raised a hand in a silent question. Clockwork gave a small shrug. They joined the embrace on either side of Danny. Clockwork's brow furrowed.

"Hey," Danny said at his shoulder. "We're gonna getcha your key back. You won't have to work for those gummy eyeballs anymore."

"What?"

"Creators or not, they put you in danger just so they can make you do what they want. And you've already gotten hurt a lot. Nobody deserves that, Clockwork. You should be allowed to do your own thing."

He relaxed gradually. "I appreciate the sentiment, but—"

"We know we don't have to," Sam said. "We want to. What kind of heroes would we be if we didn't stick up for our friends, anyway?"

His eyebrows shot up.

"What she said," Tucker added. "Please don't ask us not to help."

He stared at the floor for a long moment.

He shut his eyes and held them closer. "Thank you."