All around her the train car rattled and jolted as it bounced along the tracks. Claire focused on counting. In fact, she was so determined to keep her attention fixated on the watch in her hand that she didn't realize she was no longer alone.

As the lights flickered overhead, always threatening to go out entirely but never committing, Claire felt like someone, something, was watching her.

Reluctantly, she lifted her gaze from the watch and peered out across the dining car. There was no one, even the bartender who had served them earlier seemed to have disappeared.

At first glance she missed it, but a second, more careful examination revealed the newcomer.

It lurked in the far corner, a hulking shadow, hunched over and waiting.

Claire felt a ripple apprehension sweep over her causing goosebumps to prickle up across her skin.

Perhaps she was simply imagining things, like a child who mistakes a familiar shape in the darkness as a monster waiting to gobble him up. The black, indistinguishable shape was so still that Claire almost believed her own logic and relaxed a little. She was just on edge so naturally her mind would play tricks on her.

Turning her gaze back to the watch she noted the time. Three minutes had passed. Come on, Alek she thought, her anxiety mounting. The lights flickered again, the darkness seeming to last longer each time the lights went out. Without really wanting to, Claire found herself looking towards the corner again.

The shadow was gone.

A soft skittering sound over head caused her to look up and she saw the shadow again, only this time it appeared as a featureless figure clinging to the ceiling of the dining car a few feet away. The lights flickered again and the being moved closer.

Claire realized it was the same thing that had attacked her in the theatre. Without pausing to think, she scrambled backwards over the chair and tumbled out of the booth onto the floor. She paused for only a second before scrambling to her feet.

The creature still clung to the ceiling and she swore she could feel it watching her though she could make out no eyes. Why wasn't it following?

That's when it clicked.

The lights. It only moved when the lights went out.

Claire felt the car rock again and the lights dimmed dangerously low. She could almost feel the anticipation radiating from the thing overhead.

It was waiting.

Staggering backwards, Claire turned, seeking some sort of escape, and saw the door leading into the next car. Could it open doors? Would it be able to follow her through? It had gotten into her car somehow without her knowing. Perhaps it had been there all along and they simply hadn't seen it lurking there.

Claire knew she had no choice but to try. She wasn't sure how much time she would have before the lights went out for good and she didn't want to be here when they did.

Edging backwards so that she could keep her eyes on the creature, Claire reached out behind her in search of the door. The lights flickered again and the creature skittered closer, its long, black limbs seeming to extend all the way to either side of the train car. It reminded Claire of a giant four legged spider and she shuddered at the mere thought.

Finally her fingers met with the cool metal of the doorway and she spun around. She searched frantically for the latch, her fingers trembling as they scrambled over the smooth surface beneath them. The lights dimmed again, staying dark for several seconds before flickering back to life again. She didn't dare turn around, instead she grasped the handle and pushed as hard as she could.

The door didn't budge.

She pushed again, the door remained in place, unwilling to give into her demands.

"Come on!" She shouted desperately, pounding her fist against it as though that would pursued it to heed her frantic pleas.

A buzz of electricity hummed through the car followed by a loud static pop.

Claire turned seconds before the dining car was plunged into darkness.

No.

Turning her attention back to the door, Claire knew she had only seconds before the ceiling crawler would be on her. Taking a deep breath she grabbed the latch and this time she pulled.

A blast of cold hair slammed into her as the door swung inward. Claire wasted no time and flung herself across the narrow gap towards the other door. Something snagged her coat and she heard fabric tear and felt a burning pain in her shoulder. It wasn't enough to slow her down. Using her forward momentum, she pushed the second door open and fell into the next car.

It was dark.

Half-crawling, half stumbling, Claire raced as fast as she could down the narrow aisle between rows of seats. She knew the thing was following. She could hear the skittering of its claws against the ceiling as the creature pursued her. She was almost to the opposite side of the car when her foot tangled in something unseen on the floor. She went crashing down hard, the impact knocking the breath from her lungs.

The skittering grew closer and Claire could faintly make out the outline of the creature as it scrambled closer. She imagined it was grinning, pleased that its prey had taken such a misstep. Claire tried to stand but her foot was still tangled up in whatever had caused her to fall to begin with.

"Someone help," she gasped, the words escaping in a choked whisper. She felt the darkness descending over her, could feel the claws grabbing at her shoes and pants. Finally she managed a deep breath and screamed. "Someone help me please!"

Another scream ripped from her throat when the claws dug into the meat of her calf. Claire felt herself sliding, the creature was dragging her back, back to where? She didn't want to find out. Arms flailing, her hands curled around the bars used to bolt the seats to the floor of the train. Despite its spider-like appearance, the creature was surprising strong. Claire could feel her fingers slipping and kept having to readjust her grip when possible.

Please please please someone help!

The creature gave a sharp pull and Claire's hands popped free. She felt herself sliding again. Just when she thought she was going to be swallowed up by the darkness that had taken her captive, a blinding white light filled the train car.

"Get up," a voice insisted. "You need to get up now."

Before she could respond, she felt hands slipping beneath her arms and hauling her unceremoniously to her feet. Through her blurred vision and the fading light she could faintly make out the features of her savior.

"Draz?" she managed, her throat clogged with tears.

"The one and only," he said. "We don't have much time, the spell will only stun it for a moment."

"What is it?" Claire asked as she allowed him to lead her down the aisle and towards the door which still hung open in the wake of his hasty arrival. She did her best to ignore the burning in her calf and moved as quickly as she could.

"They're called shades, they're nasty critters," Draz explained as he helped her into the next car. It was brightly lit and Claire practically wept with relief. She looked back as he pushed the door closed and swore she could feel the creature watching her from the darkness.

The moment the door was sealed and the immediate threat resolved, Claire sank to the floor and began to sob. It was more out of relief than sorrow. She felt arms wrapping hesitantly around her and willingly sank into the awkward embrace.

"Thank you, Draz," she murmured after a minute or so. The tears had mostly subsided, save for the occasional hiccup and sniffle. "I really thought I was going to die."

"Where the hell is he?"

Claire drew back, startled by the anger in Draz's voice. She looked up at him and saw fire blazing in his eyes.

"Who?" She asked.

"Alek," Draz hissed. "What the hell was he thinking leaving you alone?"

"The train, something is wrong, he went to the front... oh no, what if he... that thing," Claire tried to pull herself to her feet, but Draz pulled her back down. "He doesn't know."

"He left you alone with that thing and you're worried about him?" Draz asked incredulously.

"He didn't know," she insisted, turning to look at him again.

"Are you sure about that?" Draz snapped. "Alek isn't what you think, Claire, he's not the great hero you seem to think he is. He's a coward and probably used you as a distraction."

Claire looked back towards the door, imagining the darkness beyond.

Was Draz right? As Alek himself had stated, she didn't know him. He could be all those things Draz claimed and more.

In the silence that followed, Claire heard the faint tick-tick-tick of the pocket watch Alek had given her. Five minutes. He had promised to be back in five minutes. She opened it again, the front of the watch had been smashed during the struggle. The second hand was jammed and kept ticking the same second over and over.

Claire frowned, her heart squeezing in her chest. The minute hand remained unmoving, its narrow finger pointed at the five minute mark.

"We need to get out of here," Draz said, his voice softer now as it wove through the silence.

"I'm waiting," Claire insisted.

Draz groaned. "Fine, you do that," he said, rising to his feet. "If you want to wait here for that thing to find a way through than so be it. Don't say I didn't warn you."

As Draz started away, Claire slowly rose to her feet. "Draz," she called after him. He paused, his hands clenched into fists at his side. He looked like he was about to turn around but instead started walking again.

Annoyed, Claire took a step towards him and cried out when white hot pain lanced up her calf and into her thigh. It was so unexpected that it nearly brought her knees again. She managed to keep her footing by using a nearby seat for support. In the next instant, Draz was behind her, his hand gently curling around her forearm to help keep her steady.

"You're hurt," he said.

"I'm fine," Claire insisted, but Draz wasn't listening to her. He knelt down and reached for her leg. She tried not to flinch as he felt the wound through her tights. When she heard the fabric tearing she almost protested but stopped herself when realized that they were likely ruined anyway.

"This is bad," Draz muttered as he continued to poke and prod. Bad? How bad was bad? "I'm going to kill that stupid son of a b-"

"Draz," Claire snapped causing him to stop short.

"Well, it's true," he grumbled not looking remotely ashamed by his childish behavior. She watched as he pulled the thin material into strips in order to wrap it back around her leg. His fingers never faltered and within a matter of seconds the wound was tightly bound. His hands hovered over the bandaged wound, his eyes remained downcast as he spoke in a hushed voice, "Come with me, Claire. I won't leave you behind."

"I can't," Claire said. Something about the way the pocket watch seemed frozen in that moment struck a nerve. "He promised he'd come back."

"Promised," Draz snorted in disdain. "He's better at holding in farts during a fancy dinner party than he is at keeping promises."

"While I appreciate your charming depiction of my character, Draz, and your loyalty is humbling, Claire, might I suggest we move along? Only a fool lingers when the darkness lurks on their doorstep," a voice called from behind them. They both turned to see Alek dropping into the car through a hatch in the ceiling.

"Alek!" Claire gasped in relief.

"Good, you made it back alive," Draz said, turning smoothly on his heel to face Alek. "Now I can kill you."

Before Claire could stop him, Draz leaped towards Alek, his hands outstretched. Instead of making contact with Alek, Draz struck some sort of forcefield instead. Claire saw the faintest glimmers of illuminating color rippling out from the point of contact.

"Same old tricks, I see," Draz smirked. "You always were a coward."

"Cowardice has nothing to do with it you hot headed imbecile," Alek retorted. "We don't have time for you to air out your petty grievances. In case you've forgotten, there is a shade back there and it's not the only one. The train is crawling with them. They are the least of our worries though."

"What is more worrisome than a train full of shades?" Draz asked, his voice taking on a mocking air of superiority.

"A train with no one driving," Alek replied. "Now, if you are done asking pointless questions, I suggest we take our leave. Claire?"

He extended his hand towards her and Draz knocked it away. "I've got it from here," he stated flatly. Alek sighed and rubbed the bridge of his nose.

"Very well, suit yourself," he said, clearly not willing to get into another argument.

"Wait," Claire said.

"What is it now?" Alek asked, sounding annoyed.

"How are we going to get off the train?"

"We're going to have to jump," Alek replied with a casual shrug.

They were going to what?