(We open back in the nightclub. Emma and Lauren are pretty much where we left them, with Emma leaning over her friend in concern, Lauren sipping tea, and the demons laughing and making noise and banging glasses at their table.)

Lauren: *groans* Those goons are giving me a WORSE headache than I started with.

Emma: We have to think of a way out of here.

Lauren: *frowns; jerks a thumb* With that crew over there? I think we'd have better luck gathering cobwebs.

Emma: I wish we had a way of getting in touch with the others!

Lauren: Me too.

(Emma looks up as she hears what sounds like little giggles.)

Emma: Huh? Is that...it can't be...

Lauren: *slight grin* I think it is...

(Emma and Lauren look down at the floor...and the camera follows their gaze to six little bodies crawling as fast as they can across the wood and tile.)

Katie: (Looks up; sees her mother and grins) Mama! (She jumps up and runs to her mother, who helps her climb into the booth next to her to hug her) I found you! :D

Emma: Yes, you did. How did you kids escape?

Katie: We crawl like Lizzie and Leah! :D

*The twins help Leah up to Lauren, while they stay on the floor, grinning.*

Lauren: I'll be darned.

Jordan: (Tugs on Lauren's pants) Auntie Lauren, housie mad! Eat ugly guys!

Emma: The housie WHAT?

Lauren: *makes a face* Eww...

Katie: That white stuff ate ugly guys! (Points to the demons)

Jordan: Housie must have tummy ache.

Lauren: Couldn't happen to a nicer crew.

Emma: Where did you come from?

Katie: There! (Indicates the swinging door to the kitchen and ballroom)

*The twins climb up next to Lauren.*

Little Mick: Mommy okay? Felt weird earlier..

Shelly: Me too.

Lauren: I'm getting there, kiddos.

Jordan: Me too.

Emma: Well, Sheila and Alex are here, which is probably why all of you feel funny. As for Lauren's kids, your mother had...well, Alex gave her something that upset her tummy.

Shelly: That wasn't very nice!

Little Mick: Where he? I teach him a thing or two!

Lauren: *slight chuckle* Mick, Mommy's gonna be okay.

Katie: Mama, you ok?

Emma: Yes, I am. I wasn't hurt at all or given anything bad.

Lauren: You got off easy.

Katie: (Leans gently on Emma's swollen stomach) Brother ok?

Emma: (Smiles and rubs her stomach) Yes, your brother is fine.

Jordan: Mommy? Daddy?

Emma: (Frowns) They're ok as far as we know, Jordan. Your daddy went to help the uncles make the white stuff go away, and your mommy went with Lizzie's mommy to keep Sheila and Alex away.

Lauren: Well, now what? We can't get past the uglies over there.

Katie: Crawl! They no see! (She gets on her hands and knees again)

Emma: That's fine for all of you, but I can't crawl with your brother in my tummy.

Lauren: *glances off to one side* There's a door to outside on the far wall. We need a distraction, then you can get out without crawling, Em. *gulps* I can provide the distraction so you can make sure the kids get out safe.

Emma: Are you sure?

Lauren: *nods* Yeah. I just have to think of a distraction. *pause; then, a sly grin* I've got an idea. I'll get their attention, then you can head for the door. *She gets up and, despite swaying slightly, goes over to the demon’s table.*

*"(I'm Not Your) Steppin' Stone" begins as Lauren leans against the demons' table, making sure she has their complete attention.*

(They all look up at her, grinning and showing their big, sharp teeth. One looks like he's gonna lean in for a kiss!)

*Lauren backs off a bit and wags a finger at the demon. If he wants to kiss her, he has to do a little something for her first. She motions for the demon to get up and get her a drink. The bar has been overtaken by the mist.*

(The demon does so, followed by one of his buddies. The camera follows them as they walk into the mist. The mist envelopes them. We get the familiar munch and burp, and what sounds almost like a satisfied "ahhh!")

*Lauren turns to the remaining demons and shrugs.*

(The demons’ eyes widen at the mist.)

*Lauren takes a deep breath, then lays on the demons' table as the kids and Emma inch their way to the door.*

(The demons grin and jump up, pushing each other in an attempt to get to Lauren. They end up pushing each other too hard...and one flies into the bandstand!)

*Lauren squirms away as they fight over her.*

(Lauren rejoins Emma and the kids as they make their way to the door. The demons now throw chairs and tables at each other, completely ignoring Emma, Lauren, and the children. They also ignore the mist that's drifting over from the bandstand...)

*Lauren, Emma, and the kids leave through the door just as a loud burp is heard.*

Jordan: Housie REALLY hungry!

Katie: It ate all the monsters!

Lauren: Good. ;)

Jordan: Will Housie eat us?

Emma: We won't let it, Jordan!

Jordan: (Wails) No eat us, Housie!

Katie: We like you!

Emma: Well, let's move along, before the hotel DOES try to eat us.

Lauren: *nods* The sooner, the better.

(Fade out on Emma, Lauren, and the kids as they make their way down a dark hallway with mist at the corners. Fade in on more mist-filled darkness. We gradually see outlines, then full figures of Daphne, Valerie, Sheila, and Alex hacking their way through the mist.)

Sheila: (Brushes mist off of her) Damn it, this is ridiculous! Alex, why did you think it was even close to a good idea to encourage this insane human-eating air?

Alex: Because I THOUGHT I could control it.

Sheila: Arrgh! Not THERE! (She wipes the mist away from her underside) I KNEW this was a bad idea. I just KNEW it! I should have had the hotel portions of the building demolished in the first place!

Valerie: (Pushes more mist away) No way! This building is an architectural landmark! Besides, I doubt it would really get rid of the mist. It would probably just invade the ballroom and the nightclub and start eating guests.

Daphne: And that would really effect the profits.

Valerie: What I want to know is why this stuff decided to invade now? This hotel has been perfecly normal since 1910! (Turns to Daphne) It's getting thicker. Time to pull out the heavy artilery, before we don't have limbs to pull anything out with.

Daphne: *nods* Right.

(Valerie and Daphne pull out two small boxes that seem to light up on their own. The moment the boxes light up, the mist starts to back away from them, leaving a damp, wet trail in it's midst.)

Daphne: Wow...

Sheila: (Her eyes widen) Fire. The one thing mist and a stone-and-wood building are afraid of.

Alex: *makes a face* Why didn't I think of that?

Valerie: Back off, Caprice. We have fire, and we're not afraid to use it! We burned down a huge wax museum last year!

Sheila: (Mutters) I seem to recall that being an accident, and the place was a fire trap anyway.

Valerie: (Mutters back) The hotel doesn't need to know that.

Daphne: It worked, that's what matters.

Valerie: I want to find out what Swanford did to this place to make it like this. He must have placed some time-trigger spell or conducted some ritual that went wrong.

Sheila: He has a private, hidden suite and library on the top floor. We put the Savage and the Lord Of the Manor there when we caught them. Most of the furniture is gone, but the the books are there.

Valerie: We'll go there, then.

Sheila: To make this part go fast, Alex and I will take you there. Whatever Swanford did to this building doesn't seem to effect our powers the way it does yours.

Daphne: Figures. :P

Sheila: The books may explain more, but I believe Swanford may have been conjuring powers not far removed from ours...the kind a normal human like him should never be touching.

(There's a black light around all four. When it subsides, we're in the same closed-off room Micky and Davy were in earlier. We even see the Micky-shaped hole in the wall, now filled with mist. The room is also filled with mist, but Valerie and Daphne clear enough out to get to the bookcases.)

Daphne: Geez, looks like the guys had fun in here... *motions to the hole in the wall*

Sheila: I won't ask how the Savage did that. The hole is too long to be the Lord of the Manor.

Alex: *sighs* I might have an idea.

Valerie: We'll figure out how Micky managed to make a hole through a solid wall later. Right now, we need to get some idea of what Swanford did to make the hotel like this. (She starts riffling through books)

Sheila: Everyone spread out. (She grabs a book and hands more to Alex.)

*Alex tosses the books aside and goes to the far bookcase. He pushes at books until one opens up a door next to the case!*

Alex: *grins* Looks like I found something!

Sheila: What? What did you do? (She goes over to it) Figures. There WOULD be a secret passage in this place.

Alex: Nyah nyah. *sticks his tongue out at her, then goes into the room* Whoa!

Valerie: Well, you did say this was Swanford's private suite. This must have been something he REALLY didn't want people to see.

Sheila: What is it, Alex? More mist? (Joins him)

Daphne: That begs the question...do WE want to see it?

Alex: Well, yeah, but... *motions at the small book shelf and various torture devices* wow!

Valerie: (She and Daphne also enter the room, which is filled with so much mist, one can just barely make out the shelf Alex refers to. The mist again backs away when the girls bring the lanterns in, revealing antique furnature and the small book shelf filled with books and strange devices) My god. What was he DOING in here?

(Sheila leans on the floor, inspecing several circles of dried goo, much like the goo left when the mist "ate" Darren.)

Alex: *sighs* Oh, he had A LOT of FUN in here...

Valerie: All of these books are about various black magic and occult dealings!

Daphne: I feel dirty just being in here. *makes a face*

Sheila: (Touches the ring of good on the wooden floor; winces when something sharp draws blood on her finger) Ow. A carpet tack. There must have been carpet on this floor at one time. The goop went right through it.

Valerie: I'll bet that's what happened to those women. He tortured them. He tortured them and killed them. He was a MURDERER!

Sheila: No. I don't think he killed them. He did something to them, but this doesn't look like blood exactly. (Growls) It looks like what was left of my victim after the mist got to him.

Alex: The mist has good taste. *laughs at his own bad joke* ;)

Sheila: Alex, this is NOT funny. He must have created the mist with some black magic spell or the other!

Valerie: (Goes through the books on the shelves) There has to be SOMETHING here that says how this mist came to be!

Sheila: I doubt the building was alive when he designed it.

Alex: *picks up a smaller 'book'* Um, I think I might've found something here. *opens up what looks like a diary*

Sheila: Yes? (Goes to him from the circle on the floor)

Alex: Take a look. *hands her the diary*

Sheila: (Nods and reads the diary) "July 17, 1911. I don't know how this terrible mist came around. It began to build in my study after I had my fun with Esmerelda Dietz, the wife of the owner of one of those new film studios starting to move west. She vanished into the mist, the way Annabelle, Edna, and Irene did. I can't keep making excuses. The mist seems to be a living being, a hungry being. I don't know how much longer I can make it remain in this part of the building. It would be catastrophic to my plans if this were to be known by the general public."

Valerie: (Reads over Sheila's shoulder; makes a face) I wish he didn't go into so much detail about his conquests here and at the Hotel California. No wonder he built it in the middle of nowhere. Plants weren't the only things he was cultivating. Apparently, he did even worse things there to unwary, wealthy female travelers.

Alex: My kinda guy.

Sheila: (Winces and hands the book to Alex) You read this part, Alex. You'll like it. Even I don't get that physical.

Alex: *shrugs* Fine. *starts reading to himself; even HIS eyes widen* Damn, he's more of a pervert than I am!

Sheila: No kidding. Even I feel dirty after reading that, and I'm the blasted devil!

Valerie: That man had some serious issues.

Alex: Skipping over some of this...okay, here's where the mist comes in again. *Reads out loud* "I was trying to create a gas that would make the area that it inhabited warmer than normal, making it easier for me to get women to shed their clothes." *pauses* Skipping down a little, it says he cast a spell in one of the books, and that's when the mist was created. Hee didn't realize how bad it was until one of his conquests at the California was actually eaten by it. He thought it amazing that something as seemingly innocent as mist could cause death. He worked on the spell and cast it several more times at both hotels. It duplicated itself and got locked into certain parts of the building, but it had a tendency to migrate, swapping out versions of the mist in different rooms.Apparently, the mist mixed into itself, causing it to become worse and worse, until he had any control over it.

Sheila: What an idiot. All this so he could look under ladies' undergarments! All he had to do was wait a decade or so! Most flappers had no problems parking their girdles.

Daphne: Disgusting.

Valerie: Ok, so we now know he was messing with something he shouldn't have messed with, and why he did it.

Sheila: But why would the mist be deadly? Unless...

Valerie: Unless what?

Sheila: Unless it was human...of sorts.

Valerie: Huh?

Sheila: No wonder we were attracted to these buildings. When the mist eats humans...it eats souls. The mists, here and at the Hotel California, must be made of the souls of those women he conquored.

Valerie: Tortured souls...

Daphne: Oh my God...

Sheila: He brought them to the brink of endurance with those "games" of his...then inadvertanly removed their souls with his spells. That's how he formed the mist.

Alex: Part of me wants to call him my hero. The other part thinks he was completely warped!

Valerie: And the souls consumed the original bodies...and then continued to consume bodies and souls, the more tortured, the better, until Swanford locked it away. (Makes a face) No wonder he went crazy. If I did this to women and two perfectly good buildings, I'd spend my last years as a raving lunatic, too.

Sheila: The question is, now that we know where it came from, how do we get rid of it?

Valerie: The other Guardians are working on eliminating the mist as we speak.

Valerie: The boys are in the boiler room. We'd better join them. (Sees a thick, white cloak drifting into the open passageway) And fast! Here comes the air again!

("I Never Thought It Peculiar" begins as the mist curls into the room. It gets to Valerie first, but pulls away when she flashes the light in the lantern.)

Daphne: *groans* Oh great! *She flashes her lantern as it nears her.*

(Sheila concentrates. There's a black light, and her black-handled, dark-blade sword appears. She hacks away at the mist, screaming six different dead languages at the top of her lungs.)

(Valerie shines her light at one spot of mist. It almost seems to fall on the floor before vanishing completely...but more takes it's place.)

*Alex growls, surrounded by the mist. His eyes narrow, and a black light envelopes him. When it fades, it leaves something of a scary sight! Alex appears to be on fire, but he trudges his way through the mist, scaring it off! A good portion of the mist around him dissipates! The black light envelopes him again, and he returns to normal.*

(Sheila's eyes widen. She's never seen him do THAT before!)

(Valerie climbs the bookcase to scare some mist. It falls right off the case, making a "splat" noise when it hits the ground!)

(The four make their way through heavy mist into the main hallway as the music ends.)

Sheila: (Hacks away at some more mist, but it's so heavy it's slow going) It's getting thicker!

Valerie: We need to get to the boiler room, and fast!

Sheila: We'll black-light there! It's the fastest way I can think of. The boiler room is under this blasted pile of rock, and we're on the top floor! (Looks at Alex) And Alex, what was that back in Swanford's suite?

Alex: *plays dumb* What was what?

Sheila: The fire thing? Since when were you the bloody Human Torch?

Alex: The damn mist pissed me off! I had to do something!

Sheila: But...I've never seen you get like THAT when angry!

Alex: *grins* Let’s just say I have a fiery personality.

Sheila: (Sighs and knocks away some mist) We'll discuss this later, when we're at home in Arizona. For now (turns to Valerie and Daphne) let's get to that boiler room.

Valerie: Right.

Daphne: Yeah!

(There's a black light around all four. The mist closes in...but when it does, it folds into nothing but light, as the four vanish.)