AN: Sooo. I told people I wasn't going to do a sequel. Here that sequel is, fresh squeezed from my weird mind, and just begging to be read. If you haven't read Going Soft, my first story, do so before reading this one.

"No, Billy."

"Why?"

Mandy leaned up against a table. The linings of her elbow-length gloves made her arms itch, and her grand prom dress was a little too tight in the chest. "Because I said so," she snapped.

"Aw, don't be cantankerousous, Mandy!" Billy leapt to her side, nearly upsetting the table. He gestured wildly. "Lookit the lights! Lookit the nifty decorations! Lookit the music!"

Mandy didn't reply. Suddenly she was feeling very tired.

"Are you sure you don't wanna dance? Are you sure?"

"Yes, I'm sure," she deadpanned. The prom was lovely, she admitted to herself. Too bad she didn't place value in beauty. True, she was done-up for tonight, but her version of "doing up" was to remember to use Chapstik. In fact, Billy had been more eager to shop for a dress with her than she had.

"Try this one on, Mandy! Try this one on!"

Billy threw the garment over the changing room door. It landed on Mandy's head, and inside the little cubicle, she glared at it. "What the heck is this?" she snapped. "It looks like some sort of... black... tapestry or something. Is that lace I see? Billy, you know I don't wear lace." As she spoke, she hurriedly stepped into the dress and zipped the back up, wanting to get out of it as soon as possible. She glared at the mirror. The bust squeezed her chest out and up, showing off a huge amount of cleavage.

"Can I see?"

"No!" Mandy spat back at the door. Fuming, she stepped out of the dress, and threw it back over the door. "Bring me a different one!"

A few seconds later- "Here ya goes Mandy! I hope you like it!"

Another dress was thrown to her. This time, she caught it, and looked at it carefully. White. Silk on a floor-length skirt, and satin on a simple bodice. "You know I'm not getting married, right?" she said coolly to the outside of the door.

"Yep! Deeheehee."

A few curses issued from her mouth as she zipped her dress up once again. It was more convenient to have Billy pick out dresses for her. It was not, however, the wisest choice. He picked out things that were ugly, that were frilly, that were slutty. None of which Mandy ever planned on wearing. Ever.

"Lemme see ya! Pleeeease? Pleasepleaseplease?"

"Alright, alright," Mandy grumbled. She opened the door slowly.

Billy looked at her. He leaned against the wall. His grin had vanished, and was replaced with an absent smile. "Wooow," he said slowly. "Yer an angel, Mandy!" He placed his arm around her waist- taking her by surprise- and began to twirl her around the back of the store, dancing to an imaginary waltz.

"Stop that," she hissed. She shoved him away from her. "I'm wearing this sorry sack of a dress to Prom."

"Who's sorry? I'M not sorry!" he shouted, drawing the attention of several customers.

"You never are," Mandy sighed, turning around, wanting to get back into her normal outfit as soon as she possibly could.

"Mandy? Hey? Are, uh, you feelin' okay?"

"Yeah," Mandy replied, distracted. "I'm going to go upstairs. You, on the other hand, will be staying down here."

"Where are you goin'? Bleachers?"

"Roof," Mandy corrected him carelessly. She turned to walk away. Something grabbed her around the waist.

"Lemme come with you! C'mon Mandy!" Billy begged her.

She rolled her eyes. "Maybe I want to be alone."

"Maybe I'm terrified of being alone!" Billy tried to reason with her. He released her waist, scratching his head in confusion. Why did she want to be alone so badly? Being alone was so boring, and it made him kinda sad... two things he almost never was.

"I'm sure you'll live," Mandy replied coldly. She began to walk slowly across the dance floor. With her dress concealing her feet, she almost looked as if she were floating, and Billy grappled with the thought that she looked barely human: she was so beautiful tonight, Billy thought happily. He watched her leave with a tinge of sorrow. She wanted to be alone. He also wanted to be alone... with her. When had she gotten so lovely? Maybe it was the lighting. Billy looked up at the gym lights suspiciously, as if they were hiding something. But that couldn't be it, he realized suddenly. He squinched up his face and remembered...

"Hey-a Mandy! Wanna-" Billy stopped suddenly. Mandy looked different today, and though Billy would have said, if asked, that he preferred Mandy as she was any time, the difference was... good. It was her thirteenth birthday. She was officially a surly teenager. As opposed to being a surly child.

And she looked so different! His mouth hung open a little bit, but strangely enough, the new kind of Mandy made it really hard for him to speak. He shut his mouth and swallowed. Her dress exposed her thin, tween-type calves, and her smooth knees, and a bit of pale skin above that. He looked back up to her face, noticing things there, too, that he hadn't before now. "Is that cake ready yet?" he said, relieved to have found his voice.

"I've already told you, it won't be for another half hour, so stop asking!"

Billy smiled. Mandy was still the girl he knew. She was ... changing, that was all.

She's changed LOTS, Billy concluded. It wasn't the lights.

He wandered over to the punch table and took a paper cupful. Eyes fixed on her retreating back, Billy smiled to himself, eagerly waiting for her to return.

-GABM-

Mandy stood perfectly still. The wind chilled her bare shoulders and blew at her hair, aiding the escape of a few yellow tendrils, as she stepped out of her shoes. Barefoot, she began to walk to the edge of the roof. Her feet were killing her already. She took her gloves off, scowling, and dropped them as well.

She would have taken her dress off, but the whole town could see her.

She could see the whole town, anyway.

Mandy reached the edge and sat down. Endsville lay at her feet, just the way she liked it. And, she had to admit, the view wasn't bad either. The town's lights glittered fabulously and cast an eerie glow into the sky- which, as Mandy tilted her head farther back, had more and more stars. It was almost pretty enough to make her care about it.

And it would be prettier still under her rule. Mandy nearly smiled, but caught herself at the last moment. Power. She'd turn the world into something servile. Something useful to her.

The wind gently chilled her exposed areas, reminding her that that day was a long way off. Until then, she was stuck doing stupid things, like entertaining idiots. Or attending Prom.

None of it was involuntary, either. Mandy had chosen to go to this little dance thing. And she chose to spend time with Billy.

She looked into her lap and a bitter taste flooded her mouth. Billy. He was the problem. He was stopping her from becoming great. She was bitter about it, and she hated herself for admitting it, but she cared for him. As a friend... or, she grudgingly admitted, maybe something more.

A brief recollection of slow dancing with him brought swirls to her stomach. A memory of being pressed into him, with his breath on her neck (and later, his lips on hers) brought the swirls swooping downward.

Well isn't this cute, a jeering voice snarled in the back of her mind. Mandy hastily hardened her heart, but the damage was done. In love with the first booger-flinging moron that blunders my way, Mandy thought. The voice was gone. The voice was... her. She stood up, furious. She couldn't deny her own feelings, but they made her feel weak, and powerless. For a few seconds, she tottered around precariously.

Only when she was steady did she dare to look down.

The dizzying drop intensified any angry emotions she might have been feeling. It was a long, long way down. The alley below was dark. The pavement had never looked so hard. In fact, a fall down from here would almost certainly... kill her.

-GABM-

Billy was getting tired of all these stairs. He panted and snorted as his legs seemed to become heavier and heavier. The one consolation, though, was that Mandy was at the top. He smiled foolishly.

Thwack. "Owww..." he whined in the darkness. He'd hit his head on the ceiling. Smile reappearing, Billy reached upwards with both hands. He shoved the trapdoor open and stuck his head up out of the hole, as a seal coming up through a breathing hole would have done. He peeped about. There were Mandy's shooooesies, and there were her gloves, and there-

His breath seemed to get stuck in his throat.

Mandy was standing a few yards away, at the very edge of the roof. From his angle, Billy could only see her back, but it didn't matter. She still stole his breath away.

The wind blew fiercely now. It lifted her skirt slightly- the many thin, translucent layers of the garment floated about, giving her an ethereal look. A few strands of her hair blew about as well. With the starlight on her dress, on her skin, and shining in her hair, she looked... inhuman. The wind blew harder and outlined half of her body. She's one of them floater magic things! She's an angel! Billy managed to think.

"Mandy!" He called out suddenly. The wind lifted his voice away. "Mandy!" A blast of cold air gusted into his eyes, and he began to tear up. Mandy didn't hear him. He struggled onto the roof, desperate to reach her for some reason, and sprinted towards her. Tears flying from his eyes, he grabbed her around the waist. Her struggles were nothing to him. He ran her back to the trapdoor, which had blown shut, and set her down next to it.

His efforts were greeted by a hard smack over the head. "Never do that again," Mandy spat furiously.

Billy sat down next to her, heart thudding. He pulled her onto his lap- something he had never done before- and held her tightly. Gently, he buried his face in her hair.

"My starlight," Billy mumbled triumphantly.

Mandy began to struggle to free herself. Billy released her with a pang of sadness. "What are you talking about?" she demanded. "And why do you think you can just-"

"I'm sorry!" he blurted. "When you were right near the edge, you were byootiful, and it made meh sad, but I dunno why. I feels like I want more of you than I can have, ya know? Just like my dad's motorcycle! Hey, I should take you for a ride one-a these days!" He looked into her eyes and grinned at her sweetly.

Mandy looked back. "You can't drive, Billy," she said icily.

Billy leaned towards her. "Says who?"

Mandy felt her heart beat faster. She felt his breath on her face- it smelled as though he'd eaten a bowlful of mints. She wouldn't put it past him, either... "Get away," she said suddenly.

Billy's eyes snapped open. His grin vanished, and he leaned away. "Sorry," he murmured again, sheepishly. "I just thought...since...ya know..."

Mandy's heart softened the tiniest bit. "I know," she said, in her trademark monotone. "But that mushy sort of thing is usually unacceptable. Besides, I'm not in the right mood."

"Oooh! What kinda moodja in, Mandy?" he babbled.

Mandy hesitated. She shot him a glance. "The kind of mood where I want to be left alone," she said roughly. "Meaning you should."

Something twisted her conscience a bit.

Billy was silent. Mandy waited, apprehensive, for him to slide down the trapdoor.

He didn't. Instead, still knowing enough to keep his own trap shut, he scooched over next to her. Mandy felt the contact of skin on skin- Billy had placed his hand over hers. He was looking at her again, noticing how nice she looked, smiling sweetly in her direction with affection written deeply into every little movement.

Mandy couldn't quite stop herself from looking back. "You don't look half as stupid without your hat," she found herself observing, "although you might have bothered to comb your hair a bit."

Billy's hand flew to his messy, neon-orange hair. He dragged his hand through it slightly... which made it messier. "Yep!" he proclaimed happily. Grinning, he put his arm around her shoulders. Mandy allowed him to draw her into his side- she made sure to keep her head upright, though, because in this position it was almost impossible to keep herself from leaning her head on his shoulder. Billy shifted slightly so that he was facing her. "Let's not go near the edge again," he pleaded suddenly. "All that woozly high-upness scares the poop outta me!"

"Fine," Mandy snapped.

"Aww, thanks!" Billy said. The amount of gratitude in his voice was overwhelming, as if she had just saved his life. He squeezed Mandy into him, giggling as he wrapped his jacket around the both of them. His breath was hot on her face again.

"Don't try to kiss me." Mandy's voice was barely a murmur, but the tone was low, and threatening.

Billy's mind was too preoccupied to form a response. Rather than kissing her, as she expected, he let his head droop forward. Their cheeks pressed together, warm.

Billy pushed his mouth lower, just below her jawbone. Mandy's stomach fluttered about erratically: he wasn't kissing her, exactly...

"Hey, you smells good!" Billy stopped for an instant to say.

Mandy was slightly surprised; she wasn't wearing any sort of perfume. And- his mouth was back on her neck. He wasn't doing anything fancy or silly with his tongue, but what was he doing? The skin on her neck felt sensitive. Vulnerable. But- strangely- it wasn't at all objectionable...

-GABM-

Mandy sat up and rubbed her eyes blearily. Last night had almost been enjoyable. She let the rooftop events slide; Billy hadn't even gone far enough to kiss her. After the dance, he'd walked her home, then pleaded with her to stay the night at her house as well. Which he did, on her ugly blue couch. He was probably already breakfasting with Grim, eating orange peels and chewing on whole coffee beans.

Her thoughts vaguely brushed over the night before as she walked into the kitchen. Billy had behaved in normal Billy fashion last night, with his own Billy-style of romance, but nobody needed to know.

Grim choked on his coffee when she entered.

"What?" Mandy asked him sharply.

Grim set his mug down. Billy, seeing an opening, snatched it away and downed the coffee, a beverage he was usually kept away from. "You have, a, a little, ehm," Grim began uncomfortably, "a little mark."

"What're you talking about?" Mandy replied, vexed.

"You've got a hickey da size of Texas on your neck, child," Grim said.

Pause, pause, pause. Grim lifted his mug, and, finding it empty, growled menacingly at Billy. Otherwise, there was silence. Awkward silence.

Mandy felt her neck gingerly. A small patch of skin burned under her touch. The area felt chapped and bruised. "As soon as I get rid of this, you're dead!" she snarled at Billy, who was busy stuffing coffee beans up his nose. "Grim," she ordered harshly, "use your scythe. Get rid of this... this blemish."

Grim raised an eyebrow. "It isn't fully charged yet, Mandy. Are you sure y-"

"Shut up. Do it."

Grim sighed and leveled the weapon at Mandy's neck. "Here goes nuttin'," he mumbled. Closing one eye, he took careful aim, and fired a glowing green blast at the mark.

!

Mandy felt the area carefully. "It's the same!" she said, crankily.

Grim's eye sockets were as wide as they could possibly go. "No," he said slowly, "it's...not da same, Mandy." Billy gasped, and coffee beans sprayed from his ears. He sat straight up, looking awestruck and horrified at the same time, as he gave a jabbing gesture to Mandy's neck.

"OMYGOSH! The spot I put on yer neck turned green!" Billy stood up and shouted, pointing accusingly.

"What- ahhh. Sch!" Mandy made strange noises, her brow furrowing.

"OMYGOSH! She's speaking in tongues of unholy alliances!" Billy shouted again, to no one in particular.

"No, I'm not," Mandy hissed. "I'm just in extreme pain. Grim- agh!" Her legs collapsed, and she fell, landing on all fours. One of her eyes twitched once, and she bit her lip, trying not to cry out. What the hell did that stupid skeleton do to her?

Her eyes widened for an instant as she spotted a greenish glow on the kitchen walls. Then, she gritted her teeth and squinched her eyes shut: her neck involuntary was bent to one side, the side with the green on it facing more upwards. A deep, horrible feeling arose in the back of her throat, and she groaned slightly as she prepared to throw up all over the floor. "Billy," she choked out.

"If I cared about your safety, boy, I'd advise you ta stay away right now," Grim said. She could hear the strain in his voice. What was going on?

Billy ignored the warning. Mandy felt his hand slip in hers, and she squeezed it in a death grip as he used his other hand to tilt her head up slightly.

A deep, quiet moan of pain issued from her throat, and the flesh of her neck began to ache with a searing intensity- it felt as though someone was tearing the flesh open with their fingernails, and her body shook with the awful pain. Something huge was worming its way out of her. Something sticky and hot dribbled down her neck. Blood, she thought. When she opened her eyes enough to squint at it, though, the slimy drops of liquid were green, not red.

She was too preoccupied to care much, though she was slightly surprised. Her skin certainly felt like it was being torn open, and she ground her teeth together, suppressing screams of sheer agony. The thing began to come out with greater ease- she could feel it moving smoothly now, though it wasn't any less excruciating.

! Something wet and rather large hit the floor, providing Mandy with an instant of relief, before the entire process started all over again. Little red dots swam before her eyes. "Billy," she gasped out. "Am I bleeding very badly?"

"No," came his hushed response. Why did he sound so horrified?

Mandy groaned and tried to find some way to push the thing out of her- which was difficult, because it wasn't exactly inside of her, either. There was an unpleasant squelching. More of the greenish goop splattered out, this time in a more copious amount, allowing the thing- whatever it was- to slide out more easily.

"Well, well, well," a familiar voice jeered. Mandy groaned, partly because of the voice, and partly because it felt like another being was coming.

This one was even easier. Mandy felt copious amounts of goop slide all down her throat and down her dress front, splattering all over the floor once again, forming a huge puddle of the stuff, and the thing simply slid out.

Another arrived, and another, and another, but other than a slight stretching, the pain was mostly gone. Mandy felt sweat drip down her forehead. It landed and mixed with the puddle of green. Thing after nightmarish thing spattered to the floor, and eventually, she collapsed from a strange exhaustion. "Billy," she mumbled. Billy's concerned face swam into view. "What's hap-" she winced as another being began to slide from her neck- "-happening?"

But she never got to hear his response. Rather than bothering to hear him out, her brain decided it had had enough, and slowly plunged her into unconsciousness.

-GABM-

"Hey! Yer okay!" Billy said, sounding as if he'd been given the best gift of all time.

Mandy groaned and opened her eyes. Struggling to sit up, the room came slowly into focus, and two concerned faces- one with an abnormally large nose, the other with no flesh on their face at all- appeared before her. Suspiciously, Mandy prodded her neck. She started slightly as a trail of green slime oozed from her, but Billy dismissed it with a wave of his hand and a grin. "Yep, it's been doing that since you started with all that crazzeh stuff, but I thinks yer all done now."

"Just a bit of afterbirth, mon," Grim added.

"Afterbirth..." Mandy repeated, glaring at the slime. She collected some of it and rubbed it between her thumb and her forefinger. A slimier, oilier substance could not have been achieved.

"You gaves birth to ka-billions of zombies! That makes me the daddy, right? Right Mandy?"

Mandy ignored his last question, her attention instead focused on the first part of what he'd said. "Zombies?" she said, her voice low and deadly. "I went through all that for a bunch of rotting dead guys?"

"Sure ya did! Me n' Grim locked 'em in yer daddy's garage!"

"Except me," added a shrewd, smug voice.

"Except you," Billy acknowledged, face becoming somewhat pale. He moved to the head of Mandy's bed, away from the voice. Now it was he who had her hand in a death grip.

Mandy felt her heart race, and she glared into the corner, where she knew an ugly, sharp-toothed fortune-teller was waiting. She recognized that voice.

"Gorla," she spat.

The woman stepped from the shadows, grinning widely. "At your service, dear."

Gorla bowed, and her head fell off.

AN: w00t! I stole an OC villain from my first story!