A/N: You know, watching this episode again as an adult makes me appreciate how dark this shit is. Season 2 is great.

Part 2: Season 2 Episode; Ultimate Enemy

Chapter Eight

Clockwork's Lesson

One month was a long time in the world of Danny Phantom, the ghost hero of Amity Park.

He had an identity crisis, with his ghost and human half separating to create the most annoying goody two-shoes and the most obnoxious slacker on the planet to exist. He ran into an infuriating little ghost menace named Youngblood that nearly made him lose his mind. And now he learned that the ultimate enemy to the entire planet and its future was actually Danny Phantom (and the ghost Clockwork seemed kinda like a dick).

Danny struggled against his ghostly bonds, trying to make sense of this bleak future that surrounded him. Apparently, nothing in his life was normal. To where he could cheat on one test and destroy the entire world! How was that remotely fair? It wasn't like he started off intending to cheat. He was studying in the very limited time he had between doing regular schoolwork, chores, and fighting ghost. The pressure from his family to do well was overwhelming and, frankly, all he wanted was to get them off his back. Unsurprisingly, his family had a thing about smarts. And being the dumb one in the family of hyper-intelligent scientist and ridiculously brainy older sister was not a superb feeling.

Danny was willing to accept his part in doing something less than moral, but he was refusing to believe he was solely at fault for this.

He was the good guy, right? Even if there was proof otherwise.

His future-self had left via a time-portal after leaving him at the base of his family and friend's memorial statue near the destroyed Nasty Burger. He told Danny he was probably better off waiting in the human world while he secured his past. Apparently, it wasn't just the human realm that was tormented by the evil ghost.

The marble was cold as he leaned against it, trying to calm himself.

This future wasn't right. It wasn't fair. To think after all he had done, all the good, it was all ruined for one stupid moment. To think his actions were so pivotal that he could do something that easily over half his school regularly did, from copying homework to paying for essays, and things could end up like this!

Danny continued to struggle as gray clouds filled the twilight sky and a rumble echo through his bones. Soon, he was being pelted by hard, chilly rain, his white hair falling in his eyes. As the rain bombarded his exposed skin, he noticed not all the water was cold. His eyes burned from tears and rain he could not wipe either away, the sting blinding him.

Turning, he huddled as much as he could underneath the lip of the memorial, his chest feeling hollow. The thought of straying in this future was overwhelming, and he was genuinely… scared. Sam and Tucker were dead. They removed their amulets just to die ten years ago. Because wasn't the fact he was still here, surrounded by the rumble of Amity Park, proof his evil side kept the time stream the same?

The sound of sloshing water caught his attention and, for a second, he worried his counterpart had returned.

Looking up, he met with the sight of a red battle suit and a familiar, yet aged, face.

"Valerie," he croaked, feeling worried for a different reason.

For a long time, the hunter just stared down at him, unfazed by the rain and making no move to pull her gun. He had a feeling he knew what she was thinking; kill the ghost boy and save the future. For once, he wouldn't blame her if she shot him. One glance around at the devastated city could tell the story of how much she suffered over the last ten years. How everyone suffered.

Danny braced himself as she pulled out a knife. It gave off an electric blue glow and held his family's logo. He had to look away as she knelt down next to him; the knife coming down.

There was a strange fizzing sound. Feeling no pain, Danny open his eyes to see her cutting the ghostly bonds with the Fenton knife.

"That asshole used to tie me up," she explained she cut the bonds. "We had to develop this early on."

The bonds disintegrated into nothingness once cut. Valerie stood and pulled him up with her. She studied his face for a second and the penetrating look on her face caused Danny to look away and wipe his red eyes.

Danny stiffened as arms wrapped around him. When it was clear that she wasn't about to toss him across the field, he could register that it was simply a hug. Danny didn't realize he was shaking until she was holding him still and tucked his head underneath her chin. The tears were falling uncontrollably and Danny couldn't do anything but wrap his arms around her in return and sob into her chest.

He didn't do this. It wasn't him that killed millions. It wasn't him that destroyed an entire planet. It wasn't him that messed up so badly that the master of time had to get involved to set things right. It wasn't his fault his family was dead. It wasn't his fault that Sam was dead. That Tucker was dead.

But it was, wasn't it?

Because this was bigger than just one test; it was about his impulsiveness, his rash behavior, and his inability to see the bigger picture.

He had laid the groundwork a long time ago to turn it like this, didn't he? Wasn't that something Masters pointed out every time he saw him? That Danny just brushed off as the older man trying to rattle him?

"Come on, kid," the older Valerie breathed as she pulled away. "I have a hideout here that I'm sure is still intact."

Danny, with a lump still in his throat, nodded.

The hideout was literally underneath his family's memorial.

"For some reason, he never destroyed this," Valerie explained as she accessed the panel hidden on the side. "But I never use this one. Too many painful memories," she ended with a glance at the faces of his friends.

A door opened, revealing stairs leading down. She motioned for him to go first and sealed the door behind them as they entered. They walk down several flights of stairs before entering a chamber as large as the lab room that held the ghost portal. Half the room was a lab and weapons workshop, the other half was more of a dormitory with two bunk beds and living amenities, such as a stove and refrigerator. There were two doors, one on each side, one he assumed was the bathroom. There was a couch and Valerie motion for him to sit. He did so without complaint and sank into the soft cushions. Valerie pulled a chair over from one of the lab tables and sat it a couple of feet in front of him. She crossed her arms and legs and sat patiently front of him.

Danny fidgeted under her solid stare. Her green eyes seemed the same yet so different.

"So, is this an interrogation?" Danny asked with a forced laugh.

"Does it need to be?" she replied evenly with a raised brow.

"Well, um, you got to ask a question for me to, you know, answer it," Danny said with a shrug.

Danny jumped as she let out a loud, bark of a laugh.

"Jesus, kid. You really are from the past! I remember that smart mouth of yours too well," she said, smiling slightly and leaning back. "That he tied you up means whatever happened to you, to make you into that thing, hasn't happened yet, huh?" she ended on a more serious tone, her face more neutral again.

Danny shook his head.

"I'm still trying to make sense of all of this. I don't really know how I become…," Danny trailed off as he stared at his hands.

Why did he become a ruthless killing machine?

He looked up and saw Valerie had moved to sit with her elbows against her legs and she leaned slightly forward. She reached out, hesitating for a second, before giving a gentle pat on his knee.

Danny didn't have all the answers, but he could give her some.

"But I know part of the reason," he acknowledged as he took a deep breath and returned to his human form.

Valerie jumped up, the chair falling to the floor with a loud metal clank.

"Danny Fenton? I don't understand! You disappeared after your family…" she trailed off, her eyes wide. She looked around the room a few times before looking back at him again. "And then he showed up," she breathed and he could see it all come together for her as she fell to the floor on her knees.

"He's Danny," she said, voice low and weak, staring him in the eyes. "He's Danny." She ran a hand across her face. "That's why he hasn't destroyed this monument. And why he never touched Fenton Works when he first started tearing apart Amity Park. And that's why he never, even when he had the chance," she pressed the heel of her palms to her eyes. "So many chances…" Danny saw tears streamed down her cheeks. "Even now he just killed Dad, but not me. Not me."

Danny felt himself grow cold again at her words.

It sounded like he had been… torturing Valerie for the last ten years. And now that he looked to her, really looked, he could see scars on her face and hands.

Danny felt sick. His family was dead. His friends were dead. And he did this to Valerie. Why?

Just why?

"I'm sorry," Danny croaked out, unable to look at her anymore. "I'm sorry," he repeated as he slipped onto the floor in front of her on his hands and knees.

The feeling in his gut only intensified as she pulled him into a hug, trying to calm him down. He was aware she was saying this wasn't his fault.

But it was, wasn't it? Everything was his fault.

It felt wrong. He didn't deserve her pity or her kindness. Didn't he just say he had just killed her father? Didn't Clockwork just show him that his future self was just on a rampage?

She moved him and they both sat on the couch. Once he calmed down enough, she returned to her spot across from him on her chair to give him space.

Emotionally, they were both worse for the wear, but he knew they needed to press on.

"So you were the ghost boy the whole time?" she said, still in shock. "Wait," she gasped. "Does that mean you knew I was the Red Huntress?"

Danny nodded. "Yeah. I knew Vlad gave you your ghost hunting equipment to," he admitted.

Her mouth was slightly a jar as she processed that information.

Danny took a deep breath. She deserved the entire truth, even if it embarrassed him. She deserved answers.

"I wasn't sure how you would take me being Danny Phantom. You blame me a lot for what happened at Axion Labs, even when I try to explain it wasn't my fault with the ghost dog. It was one of the patrol dogs that died there. It was trying to get its toy back," he explained, and she just stared at him. So he continued.

"I thought as long as you hid being a ghost hunter from me, I could hide being Phantom from you." He looked away. There was something about her lack of reaction that was making this unbearable.

"W-when the Ghost King attacked you… I knew...I… liked you… a lot. Well, you know… you my age…," his face and neck flamed, even though she still gave no reaction, and he pressed on. "That's the only reason I can think he wouldn't… kill you. Because you're important to me and it must still be inside him… somewhere."

"I don't understand," Valerie whispered, and he turned his eyes back to her. "Where did you go? Why didn't you come find me then?"

Danny could only give a weak shrug. "I don't know. The time I'm from is right before my family… right before the accident. I don't know what happens between then and now."

They grew quiet. And Danny looked everywhere but at the woman in front of him. The sound of a zipper being pulled prompt him to look up. Valerie unzip the pocket at her side and pulled out a small pouch that she tossed to him.

"I wish you had told me," she said, exhaling, disappointed.

Danny open the pouch and pulled out a small folded piece of paper yellow from age. The edges frayed, and the creases from the folds were tearing. Some words had faded and now hard to read but, seeing how Danny had just written them a few weeks ago, he knew what they said.

'Hey Val!

I hope you're not too mad with my delivery method. You'd think you were the Queen of England with how many cops there are here. Maybe when you're finally released we can go grab a burger, maybe this time out in public even? I know this sounds like a date… because it totally is a date.

I'm glad you're doing well and I really hope to see you soon for our date-date that's totally a date.

Hopefully seeing you soon,

-Danny'

Danny felt himself cringe. While he knew he had written it purposely dumb to cheer up Valerie in the hospital, and in a way to make it clear what he was asking, it was still embarrassing as hell having someone so much older read it.

"God, you kept this? It's been a month and I already want to burn it," Danny said is he refolded the paper and put it back in the pouch.

She took back the paper and smiled. "It brings back good memories."

Danny felt his face heat as he forced himself to ask a question of his own about the past. "You never answered back. You've been back at the school for a two weeks now. It feels like you're avoiding me."

Valerie let out a deep sigh. "That's because I was a stupid teenager," she clarified. "From what I remember, after I got out of the hospital my dad was on my ass twenty-four/seven. It was right after Phantom, you, revealed my identity. He wanted to know where I was all the time and I was basically grounded." She smiled wistfully. It reminded Danny that Damon Gray was dead. Danny was sure he couldn't imagine the pain she was feeling, seeing her father murdered.

"I wanted to go out with you, but I was too embarrassed to admit how much shit I was in. Also... Sam and Tucker were doing a good job at keeping me away."

That caught his attention. "What did they do?" he asked his brow furrowed.

"I don't blame them. They were probably just jealous you were trying to spend so much time with me. That's how kids are, you know? One change to the norm and suddenly the world is ending," she said, lightheartedly, and it reminded Danny about their sudden age gap, as that felt a little condensing. "One of the first days back, I went to talk to them at the Nasty Burger, because subtlety wasn't my strength, and I told them I was interested in dating you, probably with more sass than necessary. They didn't take it very well and over the next two weeks they constantly ratted me out to that kid Nathan. Honestly, I was so busy dodging that fucking perv, so much time passed I really didn't know how to approach you." She ended with a shrug, like she had went over this a million times already and came to peace with how it all played out.

Danny remembered how bothered Valerie was by Nathan's presence. The idea his friends would deliberately give up Valerie location to him seemed... wrong. After everything that just happened with the Ghost King, he thought they all were on better terms.

"Plus, Sam-" Valerie cut herself off. "No, I probably shouldn't keep telling you these things. Because we will get you back there and make sure you don't turn out like the asshole I know now. And telling you all this might just make things worse? Ugh, freaking time travel."

"Hey," Danny bristled. "I have a right to know if my friends are interfering for no reason like this."

Valerie tapped her chin. "I'm guessing since you knew I was the Huntress, so did they? I mean, that seems like a excellent reason not to trust me."

That statement shocked him.

"Honestly, now, I think I would have judged them more if they didn't try to keep me away," she said with a wave of her hand.

"What? No! I told them over and over that I trusted you! But they wouldn't drop it!"

Valerie frowned. "Maybe it's the harden ghost fighting future warrior in me saying this kid; but you had no reason to trust me, Danny. All we did was lie to each other. We had convinced ourselves that neither of us could handle the truth of the other. Hell, you literally merged with me once and still didn't say shit. I got my ass handed to me by the Ghost King and still also didn't say shit to you. You pretended to hand me a note from a different person while I was in the hospital recovering."

"I…!" Danny was at a loss. Was this really how she felt? That she couldn't trust him? That all they did was lie to each other?

Suddenly, the woman before him was jarringly different from the girl he remembered. It was Valerie before him, but in name only.

She scanned his face before standing up and walking away.

"Get some rest here. I have some work I need to do, I'll be back in a few hours then we can figure out how to send you home to your time. And, hopefully, you won't become the same person anymore."

"Wait!" Danny called as he jumped to his feet. "You're going to try to send me back? Wouldn't be easier to…"

"Kill you?" she finished as she glanced back over her shoulder at him, her green eyes hard, her tone menacing. "I don't think killing you would do any good. You're already a ghost, right?"

Danny looked down. "Yeah, I guess you're right."

She turned away and headed to the stairs, leaving Danny to ponder this bleak future.