Hey, guys! Welcome to my first IO fanfiction! This is a little something I've been cooking up for sometime. This story was partly inspired by the AMAZINGLY TALENTED KQSimply's Subconscious… which is just SCARY-GOOD. Seriously, if you haven't already, get the hell right out of here and check it out. Like, NOW.

My other source of inspiration came from a picture of Fear I saw on DeviantArt… I can't say what it was of- at least, not yet- because it'll spoil later chapters.

And, FYI, I am a HUGE Fear fan. He is officially my new favorite PIXAR character (topping Woody for the first time in twenty years, hot damn). I just… totally get why so many write angst about that adorably dorky raw nerve. He is just so perfect for it, you know? There's just so much potential there! Fear angst has become my new guilty pleasure, I'm sorry to say. The more he suffers, the more sorry I feel for him… and the more my feels are invoked, the more I wanna hug and comfort him, and the more I love him. I'm like that with all my favorite characters, though! BUT! As long as there's a happy ending, with plenty of tender moments… even (especially) if the ending is bittersweet.

I'm leaving now. It's time for the story to begin. Enjoy!


"C'mon, Anger, would it kill you to help out a pal? Just for tonight?" Fear pleaded with his hot-headed co-worker as they went into REM. The day's memories had already been jettisoned down to Long-Term, and the emotions were heading to their quarters.

Anger impatiently folded his copy of the Mind Reader. "Cripes!" he snapped, causing Fear to flinch. "Just man up and do your stinking' shift already! It's just Dream Duty!"

Fear snorted. "I'm not scared, I'll have you know," he lied, folding his skinny arms. "It's just that I'm going to be very busy tonight, that's all."

"With what?" Anger challenged, the beginnings of a smirk outlining his face.

Fear's antennae wilted as he struggled to fish up a believable answer. "Er… pfft! Just stuff, you wouldn't understand. And how is my life outside work any of your business?" he finally retorted with a light snort.

"Pal, it's no secret that your time away from the console involves quaking under your covers."

"That's not true!" Fear insisted. "The other fifty-percent of that time is dedicated to my Dream Journal! I never miss an entry!" he stated proudly.

Anger rolled his eyes. "So, how're you gonna keep that perfect record if you miss your shift tonight?"

"I…" Fear knew Anger had him there. He turned away and muttered, "Shut up, that's how."

Laughing, Anger sauntered off to his room.

"Fear?" A timid feminine voice drifted over from behind. Fear started and spun around, only to see Sadness standing there. She fiddled with her hands, a common gesture both emotions shared. "If you want, I could take over for you tonight."

Fear stared at her, caught off-guard. "Wha- I-"

"Oh, I'm sorry. I know, I should mind my own business," Sadness quickly said.

But as she proceeded to shuffle away, Fear gently caught her by the shoulder. "No, no, wait a minute," he said. "You're fine, I just wasn't expecting- well, I mean-" He awkwardly cleared his throat and tugged at his bowtie while Sadness waited, patient and uncertain.

Fear would be lying to himself if he said he wasn't sorely tempted to take her up on her kind offer. Why, then, did he feel a twinge of guilt? How was it taking advantage of her if she asked first? Besides, Sadness practically thrived on being needed.

Because it was taking advantage, he told himself. Poor sweet, loyal Sadness would gladly leap at any opportunity to help, even if it wasn't the least bit necessary, as if trying to convince herself along with everyone else how useful she was. This was largely her special nature, but Fear knew a part of it was left over from nearly a lifetime of not understanding her place; in his own ignorance, he had never exactly been very supportive himself. Fear was perfectly capable of carrying out his assigned duty- he just would really rather not. It wasn't fair to try dumping it on somebody else, but Anger and Disgust- and Joy too, but to a lesser degree for similar reasons as Sadness- were the only ones he felt comfortable asking. Ironically, they were the ones who intimidated him, but even more ironically, it was precisely because of their blunt, no-nonsense personalities that made him feel… well, maybe not justified, but definitely easier to get away with even putting it out there.

"But, um, no," Fear stammered, rubbing the back of his neck. He suddenly found it difficult to look her in the eye. Her large, round, mournful eyes, like deep pools. "You know what? It's all good, Sadness. I guess I'm just letting my namesake give me grief again." Sadness was the only one he ever felt truly comfortable with admitting when he was scared, even more so since the Incident. He added in a surge of panic, "Oh, but please don't take it wrong! I appreciate the thought, really, I do! It's not that you're not good enough, or anything, no-no-no-no! I mean-" Shut up, ya dork. "Er, I'm just going to quit while I'm ahead." Oh, boy, had he actually said that part out loud?

To his surprise, Sadness smiled. "Ok, if you're sure. Well, goodnight, Fear. I hope your shift goes well."

Once again, Fear interjected. "Hey, um, did you want some tea before you go to bed? I was just about to make a cup for myself."

In response, Sadness offered another smile. Fear never realized what a pretty smile she had. Since the disaster following the move to San Francisco, she had really opened up more, although she would always be Sadness.

The two emotions settled down on the couch just as Dream Productions' latest work started up, and Headquarters became bathed in the gentle glow of the viewscreen's light.

"Meh, looks like a re-run," Fear muttered a few minutes into the scene. Occasionally, the studio would fall behind schedule, and would be forced to put out a pre-occurring dream.

"Well, it might be a remake," Sadness pointed out.

"That's even worse!" Fear shuddered, smirking a little.

Sadness shrugged. "Oh, I don't know. It might be an interesting spin on a classic."

"Please! Nothing beats the classics," Fear argued. "Especially not when those philistines insist on deviating from the source material as much as possible."

They sat in silence for the next little while, sipping at their tea and watching the dream. At last, Sadness turned to Fear and asked, "So, were you expecting Riley to have a nightmare?"

Fear frowned. "Huh?"

"Well, you just seemed particularly reluctant to be on Dream Duty this time. But you know the chances of a nightmare are about fifty-fifty each night, more or less, depending on what's going on in Riley's life." Her gaze fell into her lap. "I don't mean to pry, but I was just wondering if… maybe… I don't know, there was anything going on with you?"

A resigned sigh escaped Fear. That Sadness was good, maybe too good. Part of her job was empathy, which meant that she had a real gift for intuition. He didn't want to hurt her feelings, but he wasn't sure if he was ready to talk about it. Even if it had been knawing at him for months, even if Sadness was one emotion who would listen to every word without judging. But he had already judged himself; his prior action and lack of action, respectively, was absolutely inexcusable. He didn't want to hear otherwise… if he did, he didn't think he would be able to handle it, however genuinely Sadness meant it. Because it was still a filthy lie.

He didn't quite understand why, but being on Dream Duty really caused his guilt and self-loathing to rise to the surface. He figured it was because it was far easier during the day when they were all busy- and when he wasn't scheduled for a night shift, he would just go straight to bed- but during Dream Duty, he was all alone with his thoughts. He would find himself actually praying for a really bad dream just to keep him alert and occupied, deciding that it was the lesser of two evils. And, well… maybe the fact that he had been on Dream Duty during that brief but difficult time had something to do with it. To make matters worse, it hadn't exactly ended on a pleasant note.

Fear gave a half-shrug in response to his friend's query, ashamed to look at her.

A lovely warm sensation reached his hand and coursed through the rest of him, momentarily startling him. He glanced down, blinked, and his lips slowly spread into a small smile. Sadness really had a nice touch, in more ways than one. He realized that she might be far more understanding than he gave her credit for.

Slender purple fingers found stubby blue digits, where they remained laced for several seconds. To Fear, the king of cowards, it seemed strange yet the most natural thing in the world. Talk about your paradoxes.

Eventually, the dream ended. Sadness rose. "Well, I'd better go," she said, taking her cup. "Goodnight, Fear. Thanks for the tea."

Fear chuckled. "No problem. Thank you for the company." For just being here with me, he silently added. "Sleep well, Sadness."

Oh, Sadness. Do you ever hate yourself for who you are, for what you do? I sure hope not… but at least you would never let your very nature conflict with your duty to Riley. You are so much stronger than I ever will be. I'm only sorry it took us so long to see that.


4:30 came, and so far no nightmares. Fear was bored out of his mind, as usual. But for the first time in ages, he also felt… content, at peace.

He doubted very much the chamomile in his drink had anything to do with it.

Oh, it wouldn't last. He knew that. But if it meant even temporary relief, it was worth it.

The buzzer sounded at the entrance the Mind Workers used when they dropped off the daydreams, as well as stopped by for maintenance and upgrades. Fear raised a confused brow. "What would anyone be doing here at this hour? I didn't even hear the train." If he wasn't feeling so unusually calm, deranged serial killers would be the first thought to rush to the surface.

Fear made his way to the hatch, and pushed the button on the side that opened it. Nobody was there. The Train of Thought was nowhere in sight, and he remembered that it didn't even run this late.

What the- ok, I'm officially freaked out now!

Fear quickly closed up, and scampered back to the sofa with a whimper. Should he wake the others? Or had he just been hearing things?

That's it. I was only imagining I heard the doorbell. Who in Riley's mind would be here? Man, I must be more tired than I thought. I've got to lay off the tea. He was in Headquarters. No place safer.

With a short laugh of self-admonishment, Fear allowed his skinny shoulders to slump. All the same, he found himself pining for Sadness's presence.

"Fear?"

There was her voice now, as welcome as the dawn. Had the buzzer woken her up? It didn't matter; he felt his sense of security increase a hundredfold. He gratefully turned around-

And before he could get in the beginnings of a shriek, the looming shadow descended upon him. He was tightly trussed from mouth to ankles in a smoky substance that strangely felt all-too-solid. He flopped down onto the couch like a helpless insect trapped in a web, and began to thrash in abject terror. His eyes were so wide they threatened to burst.

"Hello, old friend. Remember me?"

Fear would know that voice anywhere. He had immediately recognized its owner, even from the mere glimpse he was afforded before it got the drop on him. But it couldn't be…

He convulsed with seemingly-endless muffled screams.