A/N: Ah yes, the nightmare fic, everyone's favourite over-used cliché.

If you can name the movie Spencer's watching then A++ for you. It was one of my favourites when I was a teen and thus I've managed to work it into fanfiction of a children's show.

The song is "The Art of Conversation" by Beardyman. Once again, since he is Billy's voice actor, I'm just going to treat his songs as being Billy's songs in-universe.

"There is no way I'm watching another horror flick!" Billy said, hovering around Spencer, "I hate that scary stuff."

"It's just about ghosts," Spencer said in what he hoped was a reassuring voice.

"How does that help? Ghosts are terrifying!"

"But, you're a ghost, what's there to be scared of?" Spencer asked, rolling his eyes.

"Sorry, bromide, you're on your own." The spectre said, sinking down through the floor.

"Bi-lly!" Spencer whined, but his friend didn't return. Spencer looked at the DVD in his hand before popping it into the player and sinking down into a chair. He sighed; he knew Billy didn't like scary films, but he'd hoped this one would be different. Spencer had picked it because it was about ghosts. His hope was that ghosts couldn't be afraid of other ghosts. Clearly he'd underestimated Billy again.

The film opened with a family inheriting a large, peculiar mansion from a distant relative. Spencer grinned, just like my family and Billy's place, he thought. The mansion, of course, turned out to be haunted, and Spencer smiled wider at the familiar premise.

As the movie progressed it followed all of the standard horror fare. The ghosts made their presence known and chased the family around the house, there were jump scares and loads of blood, a guy got cut in half vertically; it was pretty great.

Near the end came the big plot twist; the villain was revealed and had been using the family as bait the entire time. Rounding up all the ghosts into a hidden part of the mansion, he revealed the entire building was actually an elaborate machine. The contraption was a mechanical soothsayer with the ability to see into the future, but needed to be powered by spiritual energy. Spencer swallowed; the villain's use of machines to capture ghosts reminded him of Madame X. Maybe that's why she was chasing after Billy; she had some kind of Ocularis Infernum and needed a way to power it. Spencer chewed his lip as the film's climax unfolded. Suddenly he snatched up the remote and turned the television off; he didn't feel like seeing what was going to happen to the ghosts.

Sighing, he went downstairs to look for Billy. He found the incorporeal man lying upside down on a couch, skimming celebrity magazines for any mention of himself. Spencer leaned over the couch and told Billy the film was over and it was safe to come upstairs and go to bed. He winced as he heard his sister chide him from the top of the stairs for talking to himself again. When her footsteps disappeared into the bathroom, they both went up to Spencer's room.

As he crawled into bed, Spencer's mind was still reeling. He couldn't get that movie out of his head. Horror had never bothered him before, at least not since he was very young, but this one had hit a little too close to home. What if that was what Madame X was trying to do? What if the reason she was so bent on kidnapping Billy was because she wanted to use him as a deranged energy source? It wasn't that farfetched since she was going to an awful lot of trouble to capture Billy and she did have that ghostainment unit. If she had a machine that could capture ghosts, who's to say she didn't have one that could be powered by them too?

And then there was the ectoplasm. It could work all kinds of crazy magic and Billy was literally made of the stuff. Perhaps that was what she wanted, a source of infinite magic goo. Or maybe not so infinite, Spencer had no idea how much ectoplasm Billy could make. What would happen if he lost too much too quickly? Would he stop existing, like some kind of second death? Would Madame X have the foresight not to just drain and "kill" him? Would she care?

Spencer rolled onto his back and pushed his head down into the pillow. There's no point worrying about it right now, he tried to tell himself, just go to sleep. But he didn't fall asleep and the thoughts wouldn't stop. He tossed and turned, not wanting to close his eyes for fear of seeing images from the movie. Eventually, the exasperated boy ended up on his back again. He pulled his blanket up over his nose and looked at Billy. The spectre was rolled up in one of his blankets like some kind of giant, levitating burrito.

Spencer idly considered waking Billy up and asking him to sing again. No sooner did the thought cross his mind, than he felt his face heat up. His eyes darted to the ceiling as he tried to imagine how embarrassing it would be to ask his friend to sing him a lullaby. Although… Perhaps Billy would offer another song, if Spencer's restlessness woke him up again.

Spencer changed sleeping positions and tossed with increasing vigor. He cleared his throat. At one point he even tossed a pen at the slumbering phantom, but nothing seemed to work. Defeated, Spencer laid on his stomach and buried his face in a pillow. He felt more awake than ever, but very slowly he finally drifted to sleep. His thoughts on the movie did not go away, however. His dreams re-enacted the plot, with himself and Billy as the main cast. Due to the arbitrary nature of dreams, Spencer didn't even know how Madame X captured Billy, but now he watched helplessly as she drained the presence from the spirit. He could hear his friend plead for mercy, for help, but he couldn't do anything. He couldn't move. Something was holding him back, pinning him down, shaking him-

"Woah, wake up, Brojangles! Dude, Spence! Hey, it's okay, wake up!"

Spencer's eyes shot open to see Billy's own wide eyes staring back from only inches away. The boy sat up with a jolt, pushing the ghost back as he did. He was damp, sweating, shaking and he could hear the blood rushing in his ears. He swallowed and looked up at Billy, feeling fairly certain that those black eyes had never been any wider.

"Dude… Are you alright? You were, like, crying in your sleep." Billy said.

"Crying? I wasn't crying!" Spencer retorted.

"Well, that's what it sounded like," Billy lifted a hand and gently wiped a tear away from Spencer's eye. He held it out so the boy could see, "That's kinda what it looks like too." Spencer looked down at the droplet and quickly looked back at Billy. His hands snapped up to wipe his face. His cheeks were soaked with tears and he was suddenly aware of how hot and sore his eyes were.

"Man, you were going 'no no no' and 'don't' and 'leave me alone', it freaked me out," Billy said. Spencer thought briefly that he'd probably been saying 'leave him alone' but he didn't mention it. Billy leaned forward a bit and looked a little smug, "That's what you get for watching so many horror movies."

"It's not from the movies!" Spencer said defensively as he lay back down and pulled the covers tightly around himself, "When have I ever had a nightmare before?"

Billy didn't respond, but floated out of sight for a moment, "I bet I know what it was about." He said slyly as he shimmered up through the bed on the other side of Spencer.

"What?"

"I bet it was about me," Billy said and Spencer felt himself heat up with embarrassment. "I told you ghosts were scary, bro. I bet you dreamed I went crazy and tried to turn you into a ghost!" Billy gave a half-hearted pounce, pinning down Spencer's shoulders.

Spencer looked up at him, unimpressed, "No, that wasn't it."

Billy shrugged and floated away casually. Spencer grabbed a pillow and used it to wipe the tears off his face. He looked back at Billy who was floating towards his blanket. It had ended up on the other side of the room, as if Billy had thrown it off when he heard Spencer's fit.

"Hey… Billy," Spencer felt his heart speed up as Billy turned around smiling.

"Yeah?"

I'm still scared, can I sleep with you? Spencer shook the intrusive thought out of his head, "Can, uh… Can you… Well, I mean… Uh… Hey, you know that song you sang last night? Do you have any other songs like that? Sorta soft and serious ones?"

"You want another lullaby, Spence?" Billy asked. Spencer cringed, but Billy asked in such a straight forward way. He wasn't mocking; he acted like there was nothing weird about a teenager asking his friend to sing him to sleep.

"Yeah." Spencer admitted shyly. Billy's face lit up and he clapped his hands together.

"Just sit tight," Billy said floating back to the bed and leaning on the side like he had the night before, "The Cobra's got you covered." He looked bashful for a moment, "I, uh, made sure to think up some of my other "soothing" songs, in case, you know, you… Well, in case you couldn't sleep again."

Spencer felt a smile tug at the corners of his mouth as Billy began humming. This time he hummed for quite a while –an entire intro- before he eased into singing,

"I've got something on my mind, but I aint got no information

I don't mean to be unkind, but I'm in a no win situation

And ooh I bet you'd like me to say, to give it all away

But it ain't happening, no, no, no, no, no"

The spirit's voice started to get louder with the last line and Spencer could tell when he had to try to lower it back down, but when he did his voice became very somber and quiet,

"I've lost the art of conversation; I don't think I can ever get it back

I think of things I should have said, but after the moments gone and dead

And nothing I can do will bring it back-"

He stopped singing abruptly and watched Spencer's chest move up and down with each breath. He watched quietly for some time, noting that the boy was already asleep. Eventually he began singing again anyways, very quietly this time. He sang a different song now, one that he didn't write.