“Hey,” Luke chimed in. “If it’s so easy, why don’t YOU do it?”

  “It be far from a job for a fearless pirate,” Long Ben answered. “I be feared in all the seventeen seas!”

  “Is your leg made of wood — or your head?” Slappy rasped at the pirate. “There are only seven seas!”

  “I’ve been places you’ve never even dreamed of, dummy,” the pirate scowled. “One more word against the captain, and I’ll be using your head for my anchor!”

  “And I’ll bite your other leg!” Slappy cried, snapping his jaws loudly at Captain Ben.

  “Peace! Peace!” Maniac shouted.

  Cranium turned back to us. “We can’t defeat The Menace,” Cranium said. “The Menace isn’t measuring our fear. He’s measuring yours. You are the humans.”

  He grabbed my wrist and slid his hand over my bracelet. “It’s very hot. The Fear Level is high. The Menace is measuring the fear in all of you.”

  “So you losers have to do it,” Slappy said. “You have to go back to his mansion. You have to find him. Show him you’re not a bit afraid. Make the bracelets go cold.”

  “Stare him down,” Cranium said. “When your Fear Level goes down, he will shrink away. The Menace and Panic Park will shrink away. Once he is tiny and weak, we know how to escape.”

  “Do it — NOW!” Maniac screamed.

  Matt turned to the rest of us. “What do you think?” he asked. “Is this a trap? Can we trust them?”

  “No,” Michael answered. “We can’t trust them. But do we have a choice?”

  His second face spun around. “Blah blah blah,” it said. It stuck out its long black forked tongue.

  Michael’s real face spun back. “See what I mean? Look at us. We’re totally ruined. Ruined! I think we have to try it. It can’t get any worse — can it?”

  Famous last words.

  Inspector Cranium and Dr. Maniac led the way to The Menace’s mansion on the other side of the park. The rest of the villains scattered.

  We walked in silence past the rides and games and empty restaurants, all colorless and gray.

  Did I feel tense?

  Three guesses.

  My throat was so tight, I could barely swallow. My heart fluttered as if I had a flock of birds in my chest.

  Were we walking into a trap?

  Could we really be brave enough to stare down The Menace?

  A group of Horrors were huddled near a line of tall trees. They stopped talking and turned to watch us as we passed.

  “I thought the HorrorLand Horrors were on our side,” Matt said to Cranium. “I thought Ned ordered them to protect us. What are they doing here in Panic Park?”

  “These Horrors work for Byron,” Cranium replied. “He brought them here.”

  “Dangerous fellas,” Maniac added. “They’re not human. They’ll do anything. Like ME! Hahaha!”

  No one else laughed.

  We stepped into the shadow of the tall mansion. Crows cawed, circling the tower roofs. Four shadow people stood stiff and alert at the top of the front stairs. Guards.

  “Follow us,” Cranium said. “There’s a door at the side. It isn’t guarded. You can sneak in there. The Menace’s study is just down the hall.”

  My bracelet began to tingle. The heat burned my wrist.

  I knew my Fear Level had to be up near the top of the meter. Did everyone else feel as afraid as I did?

  If so, we were doomed to fail.

  How could we show The Menace that we weren’t afraid of him if we were all shaking like leaves?

  We pressed ourselves close to the stone wall and crept to the side entrance. A black door hidden by a low arch. The door had no handle or knob.

  “How do we open it?” Carly Beth whispered.

  “Maybe I can use my key card,” Matt said. He reached into his jeans pocket. He searched all his pockets. “Oh, wow,” he muttered. “It’s gone. I must have left it in that elevator.”

  “No problem,” Cranium answered. “I have some useful brain powers.”

  He stared hard at the door and concentrated.

  After a few seconds, the door slowly swung open.

  “Quickly, quickly!” Cranium motioned us inside.

  “Are you coming with us?” I whispered.

  “We can’t,” Cranium replied. “If he sees us, he’ll know something is up. You’re on your own.”

  “Don’t blow it!” Maniac cried.

  “Remember — no fear,” Cranium whispered. “Stare him down. Make the Fear Meter sink lower and lower.”

  We made our way into the house. I gazed around. We stood in a long, dark hallway. The walls were solid black. The ceiling was low.

  I saw narrow doorways along the hall. The doors were all closed.

  We began to walk. The carpet beneath our shoes was thick. We moved silently.

  Matt led the way. His hands were balled into tight fists at his sides.

  Michael walked behind him, his eyes narrowed, his whole body tense. On the back of his head, his monster face drooled down his shirt.

  Abby and Julie walked together, hugging themselves to stop their trembling. The two shadows, Carly Beth and Billy, floated behind them.

  The rest of us followed, moving silently, our eyes alert, hearts pounding.

  We turned a corner. The next hall was also empty. Large black-and-white portraits lined the walls. Portraits of The Menace. Dozens of them.

  Their eyes seemed to follow us as we crept silently past.

  Matt raised a hand, signaling us to stop. I saw an open door at the corner. The first open door. The lights on. Someone behind the door …

  We pushed a little closer.

  I sucked in my breath when I realized we were staring at The Menace.

  Luke grabbed my arm. Everyone froze. My bracelet burned a ring of pain into my wrist.

  The Menace sat behind a big black desk. His study!

  He leaned over an open book. His black hair fell over his forehead as he read.

  I forced myself to breathe. My legs were trembling.

  How could I be brave?

  How could any of us be brave in the face of so much evil?

  Matt waved us forward. We shuffled slowly toward the study door.

  This was it, I knew. This was the moment. Our last chance.

  Would we fail? Would we survive?

  Moving together, we stepped up to the doorway.

  And Byron burst out of the study, into the doorway. He stretched his arms straight out to block our way.

  “Sorry, guys,” he said. “Visiting hours are on Tuesdays!”

  Matt shoved Byron hard in the chest. Michael head-butted him.

  Byron staggered back.

  We pushed our way into the study. And gathered in front of The Menace’s desk.

  Tall bookshelves were lined up behind him. A Fear Meter stood in the corner. The red line bobbed at 95.

  “No fear!” I cried. The words burst from my mouth.

  But I was shaking so hard, I couldn’t think straight.

  Abby and Julie picked up the chant. “No fear!” they said. And everyone repeated it.

  The Menace raised his head slowly from his book. His dark eyes moved down the line, stopping for a few seconds on each one of us.

  We all stared back. We didn’t blink. We locked our eyes on him.

  “No fear! No fear! No fear!”

  Luke grabbed my hand. I grabbed Sheena’s hand. We all held hands and kept up the chant.

  “No fear! No fear!”

  As we chanted, I could feel my fear slipping away. I felt stronger. I felt it working.

  “No fear! No fear! No fear!”

  We can do this! I thought.

  We can stare him down. We can defeat him!

  The red line on the Fear Meter hadn’t moved. It stayed at 95.

  The Menace slowly closed the book. He clasped his hands on top of his desk. He stared back at us for a while.

  His face was a blank. No expression at all. His d
ark eyes didn’t reveal a thing.

  “No fear! No fear!”

  And then … The Menace slapped his hands down on the desktop. He tossed back his head and laughed.

  “How STUPID can you be?” he shouted.

  We cut off our chant. Luke and Sheena let go of my hands.

  The Menace jumped to his feet. His desk chair clattered back against the bookshelves behind him. “Do you really think a staring contest can defeat ME?” he boomed.

  “Or ME?” his second face cried.

  The red line on the Fear Meter jumped to 97.

  The Menace leaned over his desk, and I saw a computer keyboard in front of him. He tapped a few keys.

  “Let’s see … Let’s see what we can do,” he muttered to himself.

  I heard a loud hum. The whole room started to vibrate.

  The Menace tapped more keys on his keyboard. “Let’s see …” A cold smile spread over his face.

  “You evil thing!” his red face cried. “You wouldn’t do that to them — would you?”

  The Menace nodded. He tapped more keys. “No fear?” he said. “Is that your slogan? Well … my slogan is MORE FEAR!”

  The room vibrated harder. I could feel the floor move beneath my shoes.

  My ear itched. I felt strange. Suddenly, I couldn’t hear well.

  I reached up to scratch my ear … and felt something warm and wet inside it….

  “Oh, nooo!” A moan escaped my throat as I pulled something from my ear.

  A worm!

  A fat brown worm.

  I held it up in front of me. I could hear kids screaming all around me. But I could only think about the worm, alive, wriggling between my fingers.

  And then I gagged — and reached into my mouth. And pulled another fat, sticky worm from under my tongue.

  I turned and saw Boone pulling worms from his nose. Worms dangled from both his nostrils.

  I saw worms crawling in Sabrina’s hair. She started to tug at them, screaming and pulling them from her scalp.

  Beside me, Sheena pulled a long worm from her mouth. It seemed to stretch as she pulled it. She kept spitting … spitting … and another worm poked out from between her lips.

  Kids cried and screamed for help. We struggled and squirmed and choked, pulling worm after worm from our mouths, our ears, our noses.

  “Go ahead!” The Menace exclaimed. “Why aren’t you staring at me now? Go ahead! See how it works out for you!”

  “Oh, nooooo!” I let out a sharp cry when I saw the Fear Meter.

  At the top! The red line had climbed to 99!

  “We never should have listened to those villains!” Matt screamed. “We’ve been TRICKED! It’s a TRAP! A horrible TRAP!”

  I pulled a worm from my hair and tossed it to the floor. Worms slithered around our shoes. Sabrina pulled one from her nose.

  I kept licking my lips. I couldn’t get the worm taste from my mouth.

  My brain leaped crazily from thought to thought. We had to do something. We were as good as dead.

  And suddenly, a joke popped into my head. A joke Luke had told me.

  I turned to him. “What’s worse than finding a worm in your apple?” I asked. “Finding half a worm!”

  He stared at me. Then he giggled.

  I gasped. Did the room shake? Did I really see everything shrink a little?

  “Luke — keep laughing!” I said.

  I glanced at the Fear Meter. The red line had dropped to 98.

  “Lizzy,” Luke said, “what’s the last thing that goes through a bug’s mind when it hits a windshield?”

  I shrugged.

  “The rest of its body!” Luke said.

  We both laughed.

  Again, I felt the room jolt. This time, I was sure. I really did see everything in it shrink.

  Sheena and Sabrina laughed. “Tell that one to the others,” Sabrina said.

  Luke repeated his joke. Everyone laughed.

  The red line on the Fear Meter sank to 90.

  “STOP!” The Menace screamed. “Stop it! You’re making us shrink!”

  We kept laughing.

  I kicked worms off my shoes, tossed back my head, and laughed.

  “What do you get when you cut a worm in two?” Luke shouted. “The Menace!”

  It didn’t make much sense. But we all laughed anyway. We laughed and laughed.

  “Stop it! STOP it — right now!” Both of The Menace’s faces were screaming now. “I’m warning you! We’re shrinking! Growing tinier …”

  Our laughter washed away our fear. And as our fear faded, the red line on the meter sank lower and lower. 80 … 70 …

  “Stop it!” The Menace screeched again. “Can’t you see? Can’t you see what’s happening?”

  And then his words sent a chill of horror over the room — and silenced us all.

  “Don’t you fools realize what you are doing? Don’t you see that if Panic Park shrinks away, you’ll be nowhere? If Panic Park disappears, you disappear with it!”

  “He’s LYING!” Michael shouted. “He knows we’re beating him, and so he’s lying!”

  “Keep laughing, guys!” Sheena cried. “Let’s shrink him away! Let’s watch that meter drop!”

  “No — wait!” Boone said. “Maybe he’s telling the truth. If Panic Park vanishes, where will we be?”

  “Maybe we just vanish, too,” I said.

  “We’ll never get home,” Sabrina murmured.

  “That means he’s telling the truth,” I said. “Yes. Everything looks the same. That means we’re shrinking along with everything else!”

  And as he said those words, the red line on the Fear Meter jumped back to 80.

  “That’s more like it!” The Menace cried.

  “Way to go, guys!” his red face exclaimed. “Be afraid! Be very afraid!”

  Matt turned to the rest of us. His dark eyes were wild with fear. “What choice do we have? If we defeat The Menace … if we make him and his park shrink and disappear … maybe we disappear, too!”

  “But we’re also dead meat if we make the meter go all the way up,” Carly Beth said.

  The Menace grinned. “Go ahead! Talk about it! Talk about how scared you are! I love it! LOVE it!”

  We stared at him. Both of his faces were grinning now, urging us on.

  The red line on the Fear Meter was quickly sliding back to the top.

  And then I heard Byron shout behind us. I turned to see him scuffling with Dr. Maniac.

  The two wrestled for a moment. And then Maniac swung his cape around Byron. He twisted it around and around the struggling Horror. Then he unfurled it fast — and sent Byron spinning out of the room.

  Slappy, Inspector Cranium with Dr. Crawler wrapped around his arm, the staggering mummy, and Captain Ben marched into the room behind Dr. Maniac. The ugly mask floated in the doorway, its lips bobbing silently up and down.

  “What is the meaning of this?” The Menace shouted angrily. “When I want you freaks, I’ll rattle your cages!”

  Slappy stepped up to the desk. He stared at The Menace. His painted lips were locked in an evil grin.

  “Who ever said two heads are better than one?” he cried. “You’re an insult to the word UGLY!”

  The other villains laughed.

  The room shook. I could feel it shrink.

  “When you were born, the doctor slapped the wrong end!” Slappy told The Menace.

  That made us all laugh.

  The red line sank to 50 on the meter.

  Slappy leaned toward The Menace. “When your mother asked your father to take out the garbage, she meant YOU!”

  More laughter.

  “Is that your face — or did your neck puke up your breakfast this morning?”

  “Keep laughing! Keep laughing, everyone!” Cranium shouted. He turned to The Menace and shook a fist in the air. “We’re not afraid of you anymore!”

  The Menace shook his fists back and let out an angry squeal. His voice was tiny now. He was growing small
er.

  “Stop it! Stop it! Are you CRAZY?” he whined in his little voice.

  I gasped as his second face started to change. Its eyes closed. Its mouth drooped. It let out a long, low moan.

  And as I stared in shock, the red color faded to gray … the nose melted … melted like candle wax … dripped over the sagging, melting lips.

  “Look! Look at that!” I cried, pointing.

  We all gasped in shock as The Menace’s second face melted away. It folded over itself — like cake batter pouring out of a bowl — and dripped slowly down the back of The Menace’s black jacket.

  “Are you crazy? Are you crazy?” The Menace repeated in his tiny voice. “Look what you’ve done! He was my only friend! You’ll pay! You’ll all pay!”

  Slappy raised his face to the ceiling and cackled. Dr. Crawler hissed and snapped his powerful jaws. The villains were cheering and celebrating.

  The red line on the Fear Meter had dropped out of sight.

  But I couldn’t be happy about it. A jolt of fear tightened my throat.

  “Stop!” I cried. “The Menace is shrinking. The room is shrinking. But what will happen to us? If everything disappears …”

  “Are we ALL going to disappear?” Matt cried.

  The room grew silent.

  Dr. Maniac’s mouth dropped open. “Uh-oh,” he murmured.

  “This was all YOUR idea!” Slappy rasped at Maniac.

  Maniac shook his head. “My bad. My bad. We might be in a little trouble here, guys. Does anyone have a Plan B?”

  Cranium turned to the door. “We’ve got to hurry,” he said.

  “It’s all ssshhhrinking,” Dr. Crawler hissed. “I can feel it. The Menace’s whole world … it’s ssshhhhrinking away.”

  “We’ve got to run — before it’s too late!” Slappy rasped.

  “Do you really think you can defeat Karloff Mennis? Do you really think you can beat The Menace?” The Menace pounded his little desk with his black-gloved hands.

  “I know the way out. Follow me!” Cranium ordered. “Maybe we can make it in time!”

  We all turned and stampeded from the office.

  The Menace’s cries rang after us as we thundered down the long hall.

  “Where are we going?” Luke asked, trotting beside me. “What makes you think these guys know where they’re going?”