Brandon fingered the small keyhole and shook his head. "Sorry. Training teaches us how to break down doors, not how to pick locks."

"Yes well, we're going to want a much quieter entry then that I'd imagine." Lucy glanced up at the windows. "You say you saw a light up there?"

Jason nodded. "Not a big light, just something dim. Like a small lamp, or a candle."

"Well I can't find a way in." Janet walked back up to the group. She had been circling the building, looking for any way of entry she could find. "Windows are too high, nothing around to reach them. No back doors, no nothing."

"I could have told you that." Jason rolled his eyes. Janet ignored him.

"No back doors? That's odd." Lucy studied the front of the building carefully. "Most places like this are supposed to have a back door in case of fire or other emergency. Are you sure there's nothing back there?"

Janet shrugged. "Unless he's got a hidden exit elsewhere, there's nothing."

"Suppose we could look around for one?" Ray glanced at the others questioningly. Brandon just shook his head.

"No time. It's already one in the morning. Sun will be up around five or six... if we're going to get into here and get these demons out tonight, we'll have to be quick about it."

Janet shivered as she glanced around the sleeping town. The night had only gotten colder, and the haunting noise of the shens was drifting lazily through the air. "I wish they'd shut up."

"Yea, well why don't you go and ask them nicely to and maybe they will." Jason glanced at Janet with a look that told her how tired he was of hearing her complaining. Janet answered him with a look of her own that said much the same thing.

"Shut up, Jason."

Brandon, ignoring the two, tapped lightly at the front door. "Well, I guess this is the only way in." He unsheathed his rapier and began wedging it between the door and its frame, just above the handle and lock.

"Someone needs to come up with a spell called 'Dispel Lock.'" Janet muttered as she and the rest of the group watched Brandon work. There was the sound of cracking and splintering as the windian slowly worked his blade back and forth. A loud pop sounded through the night air, catching the group off guard as the door swung open. Ray reached out and caught it before it had a chance to bang into the side of the building. The entire group stood in wary silence and waited.

"Do you think he heard that?" Jason whispered quietly as he peered into the darkness of the Inn, gazing around for any sign of the Innkeeper. Five more minutes of silence and the group figured that the Innkeeper must still be asleep, or at least had fallen back asleep if the noise had in fact awakened him. One by one, they carefully made their way into the Inn.

Lucy headed over to the counter and gazed at the wall behind it. Four sets of keys were hanging up. Probably the Innkeepers doubles to the rooms he had rented out, Lucy thought as she carefully made her way over the top of the counter. She plucked the keys off from where they were hanging on the wall and handed them to Brandon before making her way back over the counter top once more. Ray was glancing up the stairs.

"Seems too quiet in here."

"Better that then having to put up with that stupid noise those shens are making outside." Janet had pulled the door closed behind them, leaving it just slightly ajar.

"Well, let's get this over with." Brandon waited as Lucy stepped up next to him before making his way to the stairs and beginning slowly up them. The rest of the group followed, Lucy after Brandon, Ray after Lucy, Janet after Ray, and Jason in the back. Janet let out a sigh of relief as they reached the top of the steps. None of the stairs had squeaked. She wasn't as worried about it alerting the Innkeeper as she was about it startling the group. Everyone seemed to be a bit jumpy. Then again, breaking and entering will make you feel like that I suppose, she thought as she glanced around.

At the top of the stairs was a long hallway that stretched the length of the second floor. Two doors were on either side, all closed, and probably locked. Brandon stepped towards the first door on his left and began trying the different keys. Jason stood at the top of the stairs, glancing around as Brandon searched for the working key.

"Small Inn." Jason glanced down the hall. "Only four rooms?"

"Well duh." Janet rolled her eyes. "Small town. They probably don't have many visitors coming by here often."

"Keep your voices down." Lucy glanced over at Brandon as a soft click told of his success at unlocking the door. The group crowded around as the windian guard placed a careful hand on the doorknob and slowly opened the door.

"What the hell?" Jason was the first to step wide eyed into the room. The entire place was dark, save for a little bit of light that poured in through the window. A musty stench filled the air, like the place had been closed up and forgotten for years. Even in all the darkness, three pale forms could be seen. At first they looked like stools with white cloth draped over them, but as his eyes adjusted Jason could see the pale legs that stood without an upper body. They were like something unreal, like the base of a mannequin that someone had left out. Although the room's windows were closed, the white cloth that hung down around the legs seemed to wave in some mysterious breeze. Janet shivered as she and Lucy stepped into the room.

"Wow, it's so unreal, like walking around in a dream..." Janet walked over to one of the three sets of legs that stood motionless in the room, staring at it as if she expected the legs to start walking themselves around at any moment. Ray and Brandon entered the room and glanced around.

"Well," Brandon fluttered his wings in a shrug. "Better get this over with." Janet and Jason started preparing themselves for the fire spells they'd be casting.

"Hold it right there!" The loud voice from behind made each of the five jump in surprise. Spinning around, they turned to see a familiar looking man. He was a large man, rather weighty, with big arms and a bushy black beard and he was wearing a white shirt and brown overalls. With a scowl on his face, the Innkeeper stood in the doorway of the room, a shotgun in his hands. He was shaking uncontrollably, and Brandon guessed it probably wasn't from the cold, as he pointed the muzzle of the gun from one person to the next. "What the hell do you think you all are doing in here?" His gruff voice seemed to echo through the quiet Inn. For a minute no one could answer. No one could move either. They all seemed to be too transfixed on the shotgun barrel that was skipping from person to person jerkily as the Innkeeper waited for their answer. Impatience seemed to show through the jabbing motion of the gun barrel, as the man demanded an answer from the group once more.

"I said what the hell are you doing in here? Get out of this place now! And don't even try anything or I'll shoot! Like hell I'll shoot!" He jabbed the gun forward and Janet and Jason retreated a few steps back. Lucy held her ground.

"But..." Lucy glanced over her shoulder at the three pale forms they had come to destroy. "These demons, these shens they-"

"I said get the hell out of here!" The barrel of the gun pointed to Lucy and was held there, the Innkeepers finger trembled over the trigger as a look of fear and anger burned in his eyes. "Get out of here and get out of town and don't come back!"

"Don't you know what those things are doing?" Lucy's pleading voice didn't seem to echo the look of fear in her eyes as she stared at the barrel of the loaded gun. She glanced only briefly up to study the expression on the Innkeeper's face before turning her gaze back down to the gun, as if her watching it would be enough to keep it from firing at her.

"I don't know... Frankly I don't care! All I know is that if I keep people like you away from those things at night, they won't cause any trouble for me!" The man seemed to tremble a bit more violently as he continued to point the gun at Lucy. For a brief moment, the windian feared that the shaking of his hand would be enough to make him hit the trigger and fire the gun.

Brandon's rapier hung at his side, his hand resting on the hilt of it. The only thing that kept the windian guard from unsheathing it and attacking the Innkeeper right then and there was the fact that any quick movement might scare him into shooting. And since the man's gun was currently pointed straight at Lucy, causing him to shoot was the last thing Brandon wanted to do. Ray's sword was strapped to the dragon's back; that didn't help much either. If he were to reach for it, Ray would end up leaving himself wide open for any shots the Innkeeper could get out before anyone did anything. Janet and Jason don't even have their weapons with them. Brandon regarded his companions with annoyance for not being prepared. Not like they'd have a chance to do anything anyway. Any quick movement is probably enough to set this guy into a shooting frenzy... Never trust a twitching man with a gun. For a moment, the entire room seemed to be frozen in a standoff between the shotgun wielding Innkeeper, and the group of five. That moment was shattered instantly by a shout from the side of the room Jason had retreated to.

"Fireball!" The spell command was barely out of his mouth before a loud bang rang threw the room. Jason flew back into the wall, thrown from the force of the gun, and crumpled to the ground in a motionless heap. The fireball he had sent slammed into the doorframe, just missing the Innkeeper as he fumbled with shaky hands to reload his weapon. That was the delay Brandon had been waiting for. In an instant, his rapier was out and he leapt for the Innkeeper. The man barely had time to react before he felt the sharp blow of the hilt of Brandon's sword against his skull, and then fell to the ground with a thud. After that, he didn't move.

"He's... he's not dead is he?" Janet's shaking voice seemed almost too quiet to penetrate the darkness of the room.

"I don't think so. That guy was shaking too much to aim correctly. I'm betting the bullet probably ended up going too high to do any real damage." Brandon had once again sheathed his rapier and was already hurrying over to where Jason had fallen.

"I wasn't asking about Jason!" Janet snapped quickly as she stepped over to where the Innkeeper's body was laying in the doorway. "I meant this guy."

"Oh, him? No, he's not dead, but he'll have a hell of a headache when he wakes up." Brandon knelt down and scanned the crumpled form of the windian for any large wounds. "Burnhart? You okay?"

There was a groan as Brandon helped Jason pull himself up into a sitting position. He was cradling his left arm, blood covered his entire sleeve and part of his shirt, and there was a large hole near the elbow of Jason's jacket. "The fucker got my ARM!"

"Nothing a good cure spell can't fix." Brandon cast a quick Cure3 spell on Jason, the wounded windian's form was enveloped in a dull glow for a brief moment, and then was gone. "There, see? Good as new." Brandon smacked Jason's elbow.

"SHIT THAT HURTS!" Jason scrambled away from Brandon before finally pulling himself up to his feet, cringing with each movement. "Fuck! Why the hell did you hit it so hard?"

"Oh suck it up and get over it." Janet snapped quickly. "We've got a job to do."

"I thought he healed him?" Ray looked over at Lucy, a look of confusion in his eyes.

"He did."

"So why does it still hurt him?"

Lucy shrugged. "Magic heals, but it doesn't take away the pain. His brain will think it's still wounded, so it'll hurt until he can convince himself he's not really hurt anymore."

"I see... I think." Ray rubbed the back of his neck thoughtfully.

"Shit! I can't cast like this! It even hurts to fucking breathe!!" Jason cringed again."

"So don't and see where it gets you!" Janet muttered and rolled her eyes.

Jason cast another Cure3 spell on himself in hopes to dull the pain. It didn't work. The use of his arm in the casting only made it worse. Jason cringed again and uttered a few more choice profanities.

"Ah, wounded in the heat of battle." Brandon raised an eyebrow at Jason. "How unfortunate, although it was your own fault anyway."

Jason glared over at the dark-winged windian. "Look, someone had to make a fucking move or we'd still all be standing around here staring at each other like idiots."

"Oh yes, and you were just the man to make that move." Janet clicked her tongue. "Too bad his aim wasn't a little bit better though."

"Will you shut up!?" Jason snapped quickly at Janet, the pain in his arm finally dulling a bit.

"Do you two mind? We do have a job to do," Lucy motioned to the three pale forms standing about the room, "and we don't really have time to waste. Who knows how late it is now, or how long it'll be before the shens return."

"Or even how long until this guy wakes up." Ray glanced down at the unconscious form of the Innkeeper.

"Right..." Janet turned to face the pale form standing closest to her. "Well, here goes nothing." She paused to take a quick breath, preparing herself for the spell. "FLAME!" The instant the spell hit the form was ablaze. Janet gave a quick gasp as she jumped back in surprise. "That happened quicker then I expected it to."

"Do the next." Lucy motioned to Jason. He raised his hands, about to cast when a noise stopped him. Quiet at first, barely anyone else in the group registered it until it began to grown louder. The entire party froze as they listened to the wailing noise that seemed to rise louder and louder. Janet cast a nervous glance at the flaming form standing before her.

"I think they know we're here..." Janet's nervous suggestion was answered by a loud scrapping noise at the window of the room. With a shout of surprise, the group looked over to find the ghostly face of one of the shens just outside the window. The lips on the thin eyeless face seemed to be moving in a silent cry. The group watched as the ghostly figure reached up with one hand and tapped on the glass again, staring at it's flaming lower body. Then, a sudden transformation seemed to happen. Instantly the glass shattered, and the group moved to shield themselves from the flying shards. The recognizable sound of the shens songs blending in with the sound of crying children flooded through the room, turning the heavy silence that had once filled the Inn into a memory. With a shiver, Lucy looked up to see that now three of the shens had gathered and were floating into the room, only they didn't look like the demons that they used to look like. The shens that once looked like beautiful silver maidens began to transform, their thin eyeless faces becoming long reptilian-like skulls with rows of needle sharp fangs and black hair that whipped about behind them like snakes. Their bodies transformed, becoming long and bony. Claws sprouted in place of fingernails, their skin changed to a sickly yellow. It was hard to believe that the shens the group had seen in the orchard the night before were really the same as the frightening creatures that were in the room with them now. At first the group was too startled to do anything. Then, with a cry like that of an animal, one of the three demons leapt straight at Lucy.

"FIREBALL!" The attacking demon fell back with a shriek as the lower half of the shen form closest to Jason irrupted into flames. Like a switch had been flipped, the room was alive again as the group began moving, snapped out of whatever startled trance the demons had put them in. Janet was preparing another flame spell for the third pale half form that stood in the room while the others began to hurry out of the room, Ray and Brandon pulling the unconscious form of the Innkeeper out from the door and into the hallway. A shout was heard as Janet called out her spell command, and a second later she was out in the hallway with the others, slamming the door closed quickly behind her. The small group exchanged bewildered looks between each other.

"That had better work..." Janet muttered as she tipped her head back, motioning to the room they had just hurried out of. "Because if that fucking fire isn't enough to wipe them out, I really don't want to have to fight those things."

"It should be enough." Lucy listened as the demon's shrieks began to quiet down.

"Well, I'm glad you're so sure of yourself, because I'm not." Janet shuddered.

"So... now what?" Ray glanced over at Lucy questioningly.

"Now, we go do that again in one of the other rooms." Brandon walked over to the door across the hall and glanced at the three remaining keys.

Jason stared at the windian as he tried one of the keys on the door lock unsuccessfully. "Whoa... you fucking want us to go and do that again?"

Brandon shrugged as he picked out another key. "Why not. It really wasn't that bad. The Innkeeper did more damage then those demons did."

"You know..." Jason muttered as he stared over at Brandon. "If I wasn't so used to your sense of humor, I'd probably try and flame you right now for saying that."

"It won't be as easy this time." Lucy glanced over at Jason. "Now that the shens already know we're here, they might already be in that room waiting for us." She turned her gaze over to where Brandon was selecting the last set of keys to unlock the door.

"Only one way to find out." With a soft click, Brandon unlocked the door and opened it, staring into the dark room. It was just like the one before it. A window was on the far wall, letting a few slivers of light enter the room to shine upon the lower forms of three more shens. Lucy stepped up beside her brother and gazed around the room. She was surprised to find it empty of the demons.

"Something doesn't seem right. They're bound to know we're here by now, so why aren't they waiting for us?" Lucy moved carefully into the room and began glancing about her, as if waiting for one of the demons to appear out of nowhere and attack. It never happened. The rest of the group followed Lucy into the room.

"Well, maybe this'll be easier after all." Jason glanced around the room.

"No... something doesn't feel right." Lucy was moving about uneasily. "This just doesn't seem right. They should be here."

"But they're not." Jason shrugged. "And let's be honest, do we really want them here? No, that's why we're flaming their stumps, so they'll go away. So, with that said," Jason turned his attention to the nearest silver form and prepared himself to cast a fireball spell.

"Wait! I hear something." Lucy motioned for Jason to stop and headed over to the window, glancing out it. With a gasp she spotted three shens on the ground below the window, all of them in their changed forms. They were circling two crying children, a young girl and a young boy. Lucy shuddered. "We've got to get those kids away from them..."

"Right, so we'll fry them and that will be that." Jason once again tried to cast a spell.

"No! They might do something to the kids! I don't want to take that chance!"

Jason muttered, impatience rising up in him as he rubbed his thumb over the tips of his fingers. "Alright, got any ideas?"

"We just need to get them away from those kids..." Lucy stared at the window for a minute, wondering how to do just that. Janet opened her mouth to say something when Lucy turned and darted out of the bedroom door, rushing over to the stairs and heading down them quickly. Janet barely had time to realize what had just happened before Brandon darted out after her.

"Whoa! Hey!" Janet turned to watch him disappear down the stairs. She looked over at Ray helplessly. "Don't tell me they're going outside with those things?"

The dragon scratched his head in confusion. "Okay, I won't."

Lucy was already out the door of the Inn when Brandon finally caught up with her.

"What do you think you're doing?" Brandon's voice had a hint of anger in it as he fell in step beside Lucy.

Lucy shrugged. "Well, I've got to do something, and standing up in that room wasn't helping any. So I figured maybe-" Lucy was cut off quickly as she rounded the corner of the Inn and came almost face to face with one of the shens. She barely had time to let out a startled cry when a lightning bolt sent from Brandon slammed down next to the demon and caused it to fall back with a cry. Instantly Brandon was beside her, rapier drawn. The two other shens abandoned their circling around the two crying children and rushed forward to meet the windian guard. Their attack was countered by a few quick lightning bolts that leapt from the tip of Brandon's sword and hit just in front of the advancing demons, causing them to retreat backwards hesitantly. Quickly, Lucy rushed passed Brandon and made her way to the two crying children.

"Shh, it's okay." She did her best to coax them as she squatted down beside the young girl and boy. They sniffed loudly and stared at her in wonder, eyes wide with fear. Once again Lucy tried to calm them. "I won't hurt you, I'm here to help..." As her voice trailed off, the young girl let out a loud shriek and raised her hand, pointing over Lucy's shoulder. Lucy turned in time to see a shen leaping at her, it's maw open and exposing rows of sharp teeth, it's long, bony arms outstretched and clawed hands open. With a startled cry, Lucy raised up her arms in defense and waited for the feel of the demon's attack.

It never came.

With a noise that made Lucy's skin crawl, the demon tumbled back, writhing in agony. Lucy glanced up at the window to see a pillar of flame rising up in the room her friends were in. Lucy let out a sigh and stood up. "Come on," she said as she lifted the little girl up and took a hold of one of the boy's trembling hands. "Let's get you inside, it'll be safer in there." At least I hope it will be...

Lucy, Brandon, and the two children met up with Janet, Jason, and Ray out in the hallway, the door to the room they had currently been in was closed tightly, a few wisps of smoke curling out from under it.

"I must admit..." Lucy glanced from Jason to Janet. "Whoever flamed that shen up in the room made a really good guess. You got the one that was coming right at me."

"Guess?" Jason gave Lucy a bewildered look. "Guess nothing! We torched the whole room at once!"

"So what do we do with these kids?" Ray squatted down to get a closer look at the children Lucy had standing around her. She shrugged helplessly.

"We need to find the rest of them, and keep them someplace safe until all of this is over with.

"Well I wouldn't recommend keeping them up here." Brandon picked out a third door and stepped up to it, choosing one of the two remaining sets of keys from his hand and turning to Lucy before trying it in the lock. "Maybe there's someplace downstairs they'll be safe, but I really don't think up here is the best place for them right now."

Lucy nodded. "Maybe the Innkeeper's room..." She turned and began leading the children back down the stairs. Brandon's call made her stop a moment.

"Lucy? Mind taking him with you?" Brandon motioned to where the Innkeeper was still lying unconscious on the floor. "He's taking up a lot of the hallway..."

"I'll help her." Ray stepped over and began to assist Lucy in the removal of the Innkeeper's presence. Brandon nodded his approval before sliding the key into the lock on the door.

"Well, here goes nothing." The key turned, the lock clicked, and instantly the door flew upon. A force like a blast of wind shot out from the room, knocking the windian guard back into the locked door opposite of him. Following the blast was the ghastly form of one of the transformed shens leaping at Brandon. Lucy glanced over at her brother in time to see the demon sink its needle-like fangs into her brother's left shoulder. The windian guard let out a startled cry as he struggled to knock the demon off of himself. Lucy shoved her way past Ray to reach her brother, but a firm grip on her arm stopped her in mid dash.

"Let go of me!" She turned a fiery gaze to the dragon as she struggled to free herself from his grasp. Ray shook his head and motioned to the crying children who where cowering by the stairs.

"Brandon will be fine. We need to get them out of here."

Lucy watched helplessly as Brandon struggled with the demon. It wasn't until Ray gave her arm a light shake before she finally turned with a sigh away from the scene with her brother.

Brandon caught a glimpse just over the shoulder of the demon into the room behind it. His eyes widened a bit as he saw four more demon bodies pouring into the room through the broken window. All of them transformed into their reptilian-like forms, they gave out a few agitated hisses as they turned to where Brandon was already dealing with one of the demons. The windian guard was just able to shout out his warning before the demons burst through the door and into the hallway.

"RUN!"

Ray and Lucy each grabbed a child and bolted down the stairs. The charging demon wall was staggered a bit as a fireball from Jason slammed into one of the demons, sending it shrieking backwards. Janet quickly worked up a flame spell as Brandon finally managed to shake the demon from on top of him and jump up, drawing his rapier. The five shens swirled around each other momentarily before they charged again, two after Brandon and three after Janet and Jason. Double fire spells hit one group of the demons while a couple lightning spells just barely managed to blast back the other two.

"This isn't any good." Janet muttered. "We need to be where Brandon is... then we can reach the room."

"Well aren't you the bright one?" Jason prepared himself for another fireball spell. "However, I don't think these guys are about to let us trade places."

Another attack from the demons, this time four focused themselves on the two fire casters while only one went after Brandon.

"They've figured you two are the threat!" Brandon's shout just barely rose over the cry of the demons as again they fell back confused and agitated from the spells cast by the three fighting windians.

"Gee, we couldn't tell!" Jason's sarcastic reply was followed immediately by Janet's flame spell being cast. Once more the demons regrouped together.

"We're not getting anywhere fast..." Janet muttered as she and Jason waited for the demons to attack again. "This is doing nothing... I'm pretty sure they'll be able to last longer then we can cast."

Jason was about to reply when a bright flash filled the room. With a cry, Janet brought her hands up to her eyes as the world seemed to go from white to black around her, the cry of the startled shens echoing in her ears. She felt something grab a hold of her arm and then a feeling as if she was being pulled. With a shout she reached out to hit at her unseen attacker, but her flailing arms were caught up by the strong grip of another. Blinking her eyes rapidly as they began to adjust once more to the inside of the Inn, Janet saw it was Brandon who had a hold of her.

"How did-"

"Don't ask, just get in there and cast." Brandon shoved her into the room before turning his attention back to the confused group of demons. The shens seemed to be recovering from the sudden flash of light.

At the same time, Jason was beginning to regain his bearing. As his eyes cleared from the whiteness the flash of light had left behind in them, he turned to notice that Janet was no longer standing next to him.

"Oh fuck this." He moaned loudly and turned back to the shens. "There is no way in hell I'm fighting four of these things by myself."

As if to challenge him, two of the shens turned and faced Jason. One of them opened its maw, exposing rows of sharp teeth as it let out an ear-piercing cry. Brandon barely heard Jason cast Haste on himself before the windian disappeared down the steps in a red blur, a train of demons following after him.

"Well, that got them out of our way." Brandon turned and shrugged at Janet. She didn't respond as she prepared herself for yet another flame spell.

Lucy and Ray had just managed to settle the children down when Ray glanced over at Lucy. The four had made there way into the Innkeeper's room, the door leading in and out of it located behind the front desk. Lucy had kept the door open in order to listen to what was going on in the hallway above them. Ray had moved the kids out of sight of the door and had been working on calming them down before he stepped up beside Lucy to join her at the doorframe as she listened and watched the stairway.

"We left him up there you know." Ray was referring to the Innkeeper. Lucy nodded.

"We were in a hurry."

"We should go up there and get him."

"Probably."

Ray was about to respond when a red streak shot down the stairs and out the Inn's front door, followed shortly after by a trail of demons. Ray blinked in surprise. "What was that?"

"From the looks of it, it was Jason." Lucy was making her way over the counter and toward the stairs. "I'm betting it's safe to go back for the Innkeeper now."

Ray followed Lucy out, glancing out the front door in hopes to catch site of Jason or the demons. "Hope they don't catch him."

"Yea, if they do, then what will distract them from here?"

Ray couldn't tell if Lucy was being sarcastic or not. He didn't bother asking as he followed her up the stairs.