At this point, Will had no idea where he was.

He had been wandering down the hallway for who knew how long. Repeatedly, he been opening and closing every door in sight, hoping to find some kind of exit. Will was tired of everything at this point. Yes, he was being selfish by trying to ditch the others, but he couldn't help the overflow of hurt as he thought back on what Bill said about him. He felt so betrayed, and he didn't think he was willing to face Bill after what he learnt.

Being as upset as he was, imagine Will's complete displeasure, when he came across a certain memory. He glared the image of Wendy and Bill sitting on the porch.

"Oh, come on," He sighed, to himself.

"He's weak, he's incompetent, and he can barely stand on his two feet. I don't know what to do with him," Bill said.

Will furrowed his brow, and was about to shut the door, when...

"Yeah, that's what my dad use to say about me all the time."

Will blinked, and stared at the memory. For a moment, he thought he imagined what Bill said, but continued to listen intently, as Bill carried on.

"I was always a disappointment to him," Bill said. "He said I would never amount to anything...there were times where I believed him. And there were times where I tried to be his twisted image of what a perfect son should be, but I always ended up being a screwup in his eyes."

"Wow," Wendy breathed. "I...I don't know what to say."

Bill shrugged nonchalantly. "It's alright," He reassured, and continued his story. "Soon, I decided to give up on trying to suck up to dear old dad. I did whatever I could to piss him off, and when he would punish me, I wouldn't care. At this point, the pain didn't feel agonizing, it felt rewarding, because no matter how much he hit or insult me, he couldn't control me. I would only laugh it off."

Wendy regarded him worryingly, then said. "But, what does this have to do with Will?"

"I was just getting to that," Bill started. "I usually don't care what my dad did...unless it involved Will. Living under the same roof with a abusive father and a neglectful mother, I quickly grew protective of my brother. I believed Will to my only family, so I did all I could to keep him safe. But, it's also the way Will would look at me like I was some guardian angel. He made me feel appreciated...loved."

Will frowned.

"Will may not believe this, but I need him as much, maybe more, than he needs me," Bill said. "As selfish as it sounds, protecting him made me feel needed in his life. But, once we arrived at this town, everything changed. I am the reason he kept getting into dangerous situations, and I'm supposed to be the one protecting him."

"That's not your fault," Wendy protested. "And, Will is getting stronger."

"I know, and I couldn't be anymore proud of him," Bill said. "But, since he's strong enough to handle his own problems...what does he need me for?"

"You are his brother," The redhead said. "You will always be needed by him. But, you're slowly pushing him away, by being so overprotective."

Bill released a long sigh. "I don't know what to do, Red. Dad was right, I always screw things up..."

Will felt a lurch in his heart, and did something without thinking. He moved forward, and pushed into the memory. He did it in the spur of the moment, and he was slightly surprised that he ended up on the porch. He regarded the two, who were staring at him in shock.

Before he could think, Will turned to Bill and shouted. "No, you don't!"

Bill blinked. "Will, what are you doing here?"

Will rubbed his arm. "I-I..." He stuttered, nervously.

"Relax," Bill told him. "Here, have a drink."

Will stared in bewilderment, when the blond made a can of soda magically appear in his hand. "Wait, how--!"

"This is the mindscape," Bill said. "Anything can happen as long as you can imagine it."

Will perked up. "Wait, this is great," He beamed, then remembered something. "I have to tell the others!"

Before rushing out, he turned to Bill and gave him a warm smile. "Thank you, for being there for me," He said, before leaving the memory.

Closing the door behind him, Will then rushed down the hall. Looking everywhere, in order to find his friends.

❇❇❇

Dipper was still like a statue. His throat grew dry, and he gulped softly. He couldn't believe, that he was now looking at the memory, showing Ford and Bill battling in the middle of a broken landscape.

Bill's feet skidded across the ground, as Ford pushed him back with what little power he had left. The Golden Demon was holding twin knives, similar to Kill's, but they were longer and hooked.

Bill threw one of his blades towards the Night Guardian. Ford attempted to summon a shield in front of him. The shield held for two seconds, before faltering, causing the knife to course through and stab him in the forearm.

Ford cried out in pain, and staggered. Meanwhile, Bill summoned his knife to return to his grip. The blade tore itself from Ford's arm, releasing a string of blood in it's wake. Bill caught the weapon, and stalked towards the Guardian.

Dipper felt sick just watching. He knew what was going to happen next. Bill was going to banish Ford into a portal, leading to who knows where.

The Demon walked up to the Guardian, before grabbing him tightly by the collar of his shirt. "Give up," Bill hissed. "Your city is in shambles, and your power is weakened by the Nightmare Realm."

Ford coughed blood, staining his shirt. Despite being injured, the Guardian had a calm expression. "You're going to kill me, just like Fiddleford predicted, right?"

Dipper's eyes widened. Fiddleford predicted Bill's betrayal? Why didn't Ford tell Dipper any of this?

Inside the memory, Bill merely shrugged. "Perhaps. Though, I'll let you live on one condition," He said, then glared at the Guardian with an intense hatred. "Admit it, you were going to banish me, because of one silly prediction."

Dipper gaped. What?

"It's either you or the entirety of my people," Ford replied, coolly. "I chose the most logical outcome--"

"You chose the cowardly outcome!" Bill snapped, tightening his grip on the other's collar. "I never intended to hurt anybody, until you decided to force me to a fate worse than death!"

"Bill, I was afraid," Ford admitted. "I may have been hasty on my decision, but you were unstable. I didn't know--"

"You could've talked to me!" Bill screamed. "You could've confirmed if the prediction was true or not. But instead, you saw me as a monster, a threat that needed to be culled, instead of a living being like you!"

Ford remained expressionless. "But, was I wrong?" He said, then gestured around him. "You caused all of this, Bill. All this death and destruction. How can you look at me, and think I was wrong to see you for what you truly are?"

Bill stared, like he just been slapped in the face. Then, his eyes pulsed a radiant gold, almost hiding his pupils from view. "Forgot about what I said...I'm going to kill you right on this spot."

The Night Guardian nodded. "As expected," He said. "Which is why..."

Ford tapped his foot against the ground, emitting a few sparks from his sole. Nothing happened at first, but then there was a flash of light behind him. Bill uttered a gasp, when a large swirling portal opened up behind him.

Dipper almost jolted backwards. What was happening!?

Bill stared at Ford, then uttered a cold chuckle. "I suspect Tad helped you with this."

"He is a smart man, indeed," Ford said, a flicker of warmth in his eyes. "He may have your last name, but he knows which side he's on."

The Demon scoffed. "So, you're gonna run away like a coward? When your city is in peril?"

"No worries, I planned something," Ford said. "After all, I sense my nephew coming this way."

"Pine Tree?" Bill breathed, then he glared at the other. "What are you planning, Sixer!?"

"Bill, all of the Guardians are weakened because of the opened barrier," Ford reminded. "If any one of them battled against you, you would fight back and win. But, one question remains: Would you fight back against Dipper?"

Bill looked horrified, and his usually tanned skin had paled tremulously. "You're sick..."

"Despite everything, I'm sorry about this," Ford said, his expression softening.

The blond gritted his teeth. "Shut up!" He screamed, before raising his knife, ready to finish Ford off.

"Great Uncle Ford!"

Bill paused, and turned. He saw Dipper running towards them. The Demon's face immediately fell into one of complete dismay.

"Bill, I want you remember..."

The Demon turned back to Ford, not noticing earlier that his grip on the Guardian has loosened.

Ford looked him in the eyes. "This was entirely your decision..."

Then, to Bill's horror, the Night Guardian pried himself out of his grip and flung himself into the portal. The vortex closed shut, leaving Bill in shocked silence. It was interrupted, when he heard a cry of heartbreak and outrage behind him. Bill turned to a horrified looking Dipper, then he cracked a smile and laughed.

Dipper thought that laughter was meant to be taunting, but now saw that Bill was laughing in pure disbelief.

"Tad was right," Bill chuckled, to himself, so hard tears emitted from his eyes. "That man is mad in the head..."

Meanwhile, Dipper glared through tears, and unsheathed his sword. Bill's grin immediately fell, and he hesitantly rose his knives. The Demon looked straight at the Guardian, and was about to raise his weapons...before stopping.

Bill looked at the brunette, face mixed with sorrow and defeat. He refused to move his knives even an inch, like he had given up completely.

"You won, Ford," He whispered, to himself.

A second later, Dipper sword flew through the air, and landed right into the Demon's stomach. As result, Bill spewed out a galleon of blood from his mouth and wound. He staggered, before immediately collapsing. Bill laid on his back, with the weapon's hilt protruding out of his midsection. A moment later, Dipper confronted him, pulling his sword out.

Bill coughed violently. He looked up at Dipper, as the brunette had a look of betrayal riddled across his face.

"How could you!?" He screamed. 

The Demon released a ragged breath, before reaching out a trembling hand towards him. "Pine Tree..."

Dipper shook, before batting the other's hand away. He cried in outrage, before driving his sword through Bill's heart.

Bill spasmed, and blood gushed out of his mouth like a fountain. Soon, the red flow ceased, and Bill laid still, barely hanging onto his last breaths.

Dipper refused to watch any further, and shut the door. He stood there for a solid five seconds, before dropping to his knees. Emotions burned through him. He felt hurt, he felt used, and most of all, he felt disbelief.

"What did I just see?" Dipper asked himself.

"You saw the truth."

Dipper tensed, and whirled around. He saw Wendy standing there, smirking. "Wendy, I told you to wait--"

He paused, because that was when he saw the others standing beside her. Besides from Wendy, they had red chains wrapped around their hands, binding them.

Dipper stepped back. "What's going on here?"

Wendy grinned coldly, an expression that looked out of place, but was also too familiar. In an instant, she was encased in a red light, and when it cleared, it revealed Kill in Wendy's place.

"Thanks for leading me straight to the memories," He laughed. "Seriously, it's funny how dumb you are."

Dipper made a move to grab his sword, but remembered that he didn't have it. Pushing away his fear, he glared at Kill heatedly.

Kill only smirked. "It's a shame I had to interrupt you, because you were about to find out the one who started Bill's reign."

The Red Demon raised his hand, all of a sudden, one of the doors began to rattle. Dipper gasped, when the door tore itself from the wall, and flew into Kill's hand.

"This particular memory reveals the traitorous Guardian that opened the barrier for Bill," Kill hissed. "I have an urge to tell you who it is, but I decided it's more fun seeing you rack your brain for the answer."

Dipper gritted his teeth. "What are you planning to do now? Even though you found what you've been looking for, that's not enough to bring Bill back to his old state."

"You're right, Blue Pine," Kill mused. "Which is why I'm going to destory each and every memory he had as a mortal, so his true self can finally return."

Dipper's eyes widened. "No..."

"And while I'm doing that..." The redhead sneered, setting his hands on fire. "I'll get rid of you punks in the process."

❇❇❇

"Wendy!" Will called, as he ran through the hallway.

He had been screaming at the top of his lungs for a while now. Will knew Wendy was somewhere close, she must have been looking for him.

Will paused abruptly, when his nose caught the smell of smoke. His eyes widened, when he saw fire flickering around the corner, and increasing in size. He stood frozen in fear, then jolted when a hand touched his shoulder. Will turned slowly, then felt relief crash down on him.

"Wendy!" He cried, embracing his friend like his life depended on it. "I'm so sorry! I should've--"

"It doesn't matter now," Wendy told him, staring at the rising flames. "We need to get out of here!"

With that, they tried to escape the other way. However, more fire burst out from the other corner, and soon a wall of heat circled around them. Sweat beaded down Will's forehead, and he stared in dismay, as the flames charred the surfaces of Bill's memories. At first, Will was at a lost of what do to, then he recalled something. Not wasting another second, Will surged forward and thrust out his arms.

Instantly, the fire before him ceased into nothingness. Wendy stared in amazement. "How--"

"Turns out, we can do anything in here as long as we imagine it" Will explained.

"Cool," Wendy awed. She held out her hands, and her axe appeared in her grasp. She swung it expertly, and smiled in Will's direction. "Let's go find our friends, and see what's up."

Will looked her in the eyes, before returning her smile.

--------------------------------------------------------------------------------

(A/N: Hey! I know most of you may disagree with Ford's behavior, and I just want to let you know, I am NOT trying to demonize him in this story. Like Dipper, he has a lot of learning to do.)