Dipper, Mabel, and Stan were now being confronted by Kill, all three of them powerless. The Red Demon floated over them, hands lit with red fire.

"Prepare to eat nightmares!" Kill hissed, shooting a ball of fire.

"Nightmares?" Mabel repeated, before the fire hit her.

"Mabel!" Dipper cried, in distress.

However, the fire didn't burn her, but instead transformed her completely. Mabel's skin turned bright green, and she was now covered in warts.

"My cuteness!" She gasped, her voice was now low. "What have you done to my cuteness, you monster!"

Kill laughed maniacally, and turned towards Dipper. "You're next, Blue Pine. I can't wait to see what your greatest nightmare is."

Dipper stared, and then Stan came in. He stood in front of his niece and nephew protectively, and glared up at the Demon. "That's enough! If you want to get to them, you have to get through me first."

"That could be arranged," Kill smirked, then flung a ball of fire at the Guardian.

It looked like it was going to hit Stan, but then it landed in front of him. The old man stared at the flames, before they increased in size, and began to take shape. Once the fire vanished, it revealed a person in it's place. Stan uttered a gasp, when he faced his brother, Ford.

The Night Guardian stood before him, blood seething through his shirt, and his silver eyes were cold and emotionless.

"Ford?" Stan whispered.

"Stan, it's a trick!" Dipper told him.

Stan didn't seem to hear him, and continued to stare at the replica of his long lost brother. The copy of Ford stared the Day Guardian blankly.

"Stanley, why did you do it...?" Ford said, in a distorted voice, almost ghostly. "I thought I could trust you."

Stan's eyes widened, like knew exactly what the other was talking about, and the realization chilled him to the bone. "I'm sorry," He rasped. "Please...please forgive me, Ford."

Ford narrowed his eyes. "No. You don't have the right to call yourself my brother. You're nothing to me..." He rose his hand, and immediately, a blue orb of light appeared.

Stan, Mabel, and Dipper could only watch in horror, as the light grew in size, almost blinding them. Overheard, Kill was cackling loudly, insanity vivid in his eyes.

"What better way to finish you off, than to let your dear loving family member be the one to destroy you," The Red Demon smirked. "It's been nice knowing you, Pines."

The three Guardians clung to each other fearfully, as Ford aimed at them.

"Hey!"

The shout made Ford pause. The replica turned around, only to be blasted by a beam of light. The copy of Ford immediately vanished in a puff of red smoke. A second later, Will and Wendy walked in, glaring up at Kill.

"Will! Wendy! You're okay!" Mabel beamed.

"Guys, I just learnt you can do anything in the mindscape as long as you imagine it!" Will said.

"What, who told you that!?" Kill roared. "Don't listen to him!"

"Anything, you say?" Dipper smiled. He held out his hands, and his sword appeared in his grasp. He used his weapon to free Mabel and Stan from the chains. "Quick! Imagine having your powers back!"

Mabel turned to her normal self. "Or better yet," She smiled, before transforming her fists into giant pink kitten heads. "Kitten Fists!"

Mabel then proceeded to shoot multiple kitten heads at Kill. The Red Demon cried out, when they covered him head to toe, pushing him against a wall. He struggled, as the kitten heads clambered over him.

"Ugh, this is weird!" He growled, before disintegrating the kitten heads with his powers.

Kill glared at Mabel, and a orb of red light appeared in his palm. He was interrupted, when Stan lunged forward and grazed the Demon's chest with a column of fire emitting from his hand. Kill hissed in pain, and collapsed to the ground, his shirt torn and revealed his burning flesh. Dipper and Wendy tried to attack him from behind, but despite being injured, Kill whirled towards them. They were flung aside, when he summoned a beam of energy, that shoved them back.

Wendy tried to get up, but then released a loud yelp. Nearby, Will witnessed in horror, as her whole body began to flicker in and out of existence.

"What's happening to her!?" Will gasped.

Dipper stared. "Our time is almost up! We have to hurry!"

Will nodded, and was about to help Wendy to her feet. However, before he could touch her, Wendy vanished altogether. Will stared at the empty spot. "Oh no, Wendy!"

"She'll be okay," Dipper reassured. "We just have to--"

"AH!"

The two turned. To their horror, Mabel fell to her knees, before vanishing completely. Nearby, Stan was trying wrestle Kill to the ground. The Red Demon hissed, before kicking into the Guardian's lower stomach. Stan was shoved backwards, and he hit the wall. But, before he could stand up, he too disappeared.

Just when Will couldn't be anymore afraid, he turned to face Dipper, and dread filled his stomach. The Guardian's body was already flickering. Dipper stared down at himself, before turning to Will.

"I'm sorry, Will," He said, softly. "You're on your own..."

Will shook his head. "No! I can't--"

"Yes, you can," Dipper told him, handing the boy his sword. "You defeated Kill once, you can do it again. I believe in you."

"Dipper, no--!"

Before Will could finish his sentence, the Guardian vanished before him. Now, all that stood left was Kill and Will. The blue haired boy gripped the handle of the sword, it felt heavy in his hands. He hesitantly turned to Kill, who was smirking cruelly at him. The Red Demon's wounds healed immediately, and he stalked towards the other.

"Oh, this is going to be fun," Kill sneered. "This reminds me of the day I killed you. You were cowardly as always, practically pleading for your life, and then I slit your throat right on the spot. Some things never change, little brother..."

Will didn't reply. With trembling arms, he raised the weapon in his grip. Kill arched an brow.

"You're planning on fighting back?" Kill chuckled.

"Get out of Bill's mind," Will told him, trying to keep his voice steady.

Kill's gaze hardened into a glare. "Let go of the sword, before you hurt yourself," He hissed, surging towards Will. "Or better yet, I'll use it to slice your head off!"

Will acted on instinct, and swung the sword, while shutting his eyes. He felt nausea form in his stomach, when there was a shriek from Kill. Will opened his eyes, and saw Kill clutching his arm, blood seeped through his fingers and dripped to the floor.

Panting, he glared heatedly at Will. "I didn't want to do this, but you crossed the line..."

Will was confused in what he meant, but then it happened. Black smoke flooded from out of Kill's clothes, before encasing him completely. Will stared, as the Demon wore the smoke like a second skin, unrecognizable. The shadowy form before him, then grew a pair of glowing red eyes, glaring directly into Will's soul.

"William..." A voice uttered from it, a voice that Will never thought he'd hear again.

"Dad?" Will whispered, too shocked to comprehend this.

The figure hissed. "You pathetic son of mine. You thought just because I'm dead, you can escape me?"

Will stepped back, fear rattling throughout his whole body. "No, I--"

"Enough of your lies," The form hissed. "I am a memory you will never forget. I will always haunt you, because you are nothing but a weakling."

Will froze. At this point, he should be cowering or running away. That was what he would've done. But, in an instant, something made him look the monster in the eyes, and say in a calm voice:

"You're wrong."

The shadowy figure stared. "What did you say, pest?"

"I'm not weak," Will said, narrowing his eyes.

There was a cold laughter. "Do you honestly believe that?"

Will nodded. "It's true, I'm not as strong as Bill or others. And I feared you more than any monster I faced in this town." He took a deep breath, and added. "But, if this summer has taught me anything, it's that I can be strong for others, even though I can't be for myself. I know when to improve myself, and when to learn from my mistakes. Not like you...if anyone's a weakling, it's you!"

"I'll rip you apart!" The form hissed, before lunging forward.

Will regarded the monster blankly, before swinging his sword, without hesitation. The shadow shrieked in pain, when the blade grazed it, and it leaped back. It clutched it's side as it sizzled, and stepped backwards, as Will moved forward.

"I always thought of you as this unstoppable monster," Will admitted. "But the reality is, you were always a worthless drunk who took his frustrations out on kids. I can't believe I was ever afraid of someone so pathetic."

"You dare speak to me like that!?" The shadow roared. "I am your father--"

"You were never our father!" Will snapped, looming his sword at the form. "It's true, you are a memory I will never forget, but I won't let you control me any longer. Do us all a favor, and get out of my brother's head!"

Will released an outraged cry, before charging forward and skewering the sword through the shadow's stomach. There was a banshee shriek, and then the black smoke cleared, once again revealing Kill. The Red Demon was leaking blood from his mouth, and he stared in disbelief at Will.

Will only glared, pushing the sword deeper. Kill gasped loudly, and for a moment, fear flashed in his eyes. And in a blink of an eye, Kill was gone from sight, leaving a puff of red smoke in his wake, before that disappeared as well.

Will stood in silence, the blood on the sword peppered the golden floor with red droplets. He didn't know how to feel at that moment. Proud that he stood up to the man that tormented him? Or disappointed that it wasn't real, but only an illusion. If it was possible, he felt satisfied and dissatisfied at the same time.

In the end, Will decided it didn't matter what he felt in that moment, as long as Bill's mind was safe. And just in time.

Will looked at his hand, which was beginning to flicker. His time was almost up, but not before doing one last thing...

❇❇❇

Will looked at the locks and chains he had just materialized around the sofa. Hopefully, it will be enough to secure those memories inside, and prevent them from leaking to the rest of Bill's mind.

He smiled to himself, and closed his eyes. He allowed his body to flicker, and soon he was transported out of Bill's mind.

However, after he left, the sofa began to rattle. The chains and locks fell off and clattered to the ground, and golden light began to flow from underneath the sofa seat. Soon, the seat was slowly lifted, and a moment later, what slipped out was a gloved hand.