Spencer failed to suppress another yawn.

"Whoa man, that's like the twelfth time this morning!" Rajeev said.

"Are you ok, Spencer?" Shanilla asked.

He forced a smile, "I'm fine, dude monkeys. Just tired. There's nothing to worry about."

He wasn't really ok but he wasn't going to tell them that. He was exhausted, frustrated, and worried. Spencer rested his head in his hand with his elbow, propping himself up on the desk.

It had been about three weeks since he and Billy had regained their memories of the forgotten week from their childhoods, to which they referred to as 'The Incident'. While many happy memories came out of the experience there were also some serious issues they'd yet to resolve. Spencer couldn't help thinking about all the 'what ifs' had they not forgotten. He also kept having dreams and nightmares which kept him up most nights. He found that he barely had enough energy or willpower to try filming anything new. Instead, he spent most of his free time archiving and editing old clips. It didn't help that his more recent films had received poor reviews. Spencer hadn't been in a great mood over the last three weeks and Billy didn't seem to be faring any better.

Billy still had not addressed any of the issues about his parents. Spencer offered to help Billy find out more about his father but Billy refused without explaining why. Billy also didn't want to talk about anything having to do with his mother. Not that Spencer could blame him. They occasionally reminisce on the happier memories but Spencer had also tried to ask Billy how he felt about the not so happy ones. Billy was tight-lipped, brushing the conversations off, and day by day his mood would shift. Some days he was his usual happy, charismatic, clumsy, narcissistic self and other times he was gloomy and brooding. During his lesser moods, he'd opt to silently sit in a chair in Spencer's room and strum on a guitar while staring at the ceiling. This pattern repeated itself a lot over the past three weeks.

However, the ghost did discuss bringing Spencer's parents in on the memory issue.

Theoretically, with their pictures and old toys no longer cursed Spencer's parents should regain their memories once they touch the objects if they were laced with Billys' ectoplasm. But both boys agreed that wouldn't be the best idea. Jane and Hugh would regain their memories of that week but how would Spencer explain how they were lost in the first place? He couldn't tell them that a ghost placed a curse on them and Billy wasn't willing to let them in on the fact that he was still haunting the mansion. More than likely they would feel tremendous guilt over the fact that they forgot about their distant cousins' visit and the boys didn't want that. So the memories were kept a secret. Apart from Rajeev and Shanilla of course who had grilled them on what happened when they had returned.

Even though Billy had agreed it was for the best it didn't seem to help his mood. If anything he grew a little gloomier. So for the past week, Spencer put his personal concerns to the side and decided he'd try to help his friend, even if Billy didn't ask for it. When he wasn't at school or editing old clips he did a little internet research into the late pop-stars' life and family. He felt a little like he was invading Billy's privacy but he figured if he could understand a little bit more about what was going on inside the ghosts' head he might be able to help his friend. Plus, it was common knowledge if it was on the internet so it's not like he was technically snooping, right? Spencer tried telling himself that the more information he uncovered. But he hadn't brought it up to Billy yet. It was a hard subject and he didn't know how to approach it. Billy didn't seem to be in a heart to heart mood recently anyway.

Today was another 'gloomy day' so his cousin hadn't accompanied him to school. Billy barely even acknowledged him this morning when Spencer asked if he was coming along which had him very worried. If Billy looked to be in a better mood when he got home then maybe he'd hint at it.

His train of thought was cut off as something knocked his arm and his head collided with his desk. Hard. Spencer yelped and cradled the spot where he'd have a new bruise. He heard laughter around him.

"Wakey, wakey, loser!" Kleet shouted in his ear.

Spencer groaned. He hadn't realized he'd closed his eyes and didn't know how long he'd been out. He supposed he should be grateful the teacher wasn't there yet. "You really have nothing better to do, do you?"

"Like you're one to talk!" Lolo shrieked with laughter from across the room, "That coming from a guy who makes lame videos all the time that no one likes and who talks to himself. Face it, Spencer, you'll always be a loser."

Spencer growled. His irritation focused on the blonde spoiled brat. He wasn't in the mood to deal with either bully, not with everything he had going on. "I'll have you know I have hundreds of MeTube fans who love my movies. One day I'm going to be a famous director and it'll be because I worked hard and did it on my own. Which is more than you can say."

Her posse gasped and she huffed, "As if! I'm actually doing something very productive soon. My dad finally agreed to buy and tear down that nasty row of old buildings on the west end and build a customized shopping mall suited to MY taste! So all the cool rich people will have a new place to hang out far away from you losers!"

"Getting your dad to do things for you isn't-Wait. The buildings on the west end? All the old ones?"

"What are you, deaf? That's exactly what I said! That eyesore has gotta go and make way for-"

She continued to ramble on but Spencer was no longer listening. There was a strip of old abandoned buildings on the west end which had been cordoned off ages ago. Among those buildings was an old hospital complex that was no longer used. It looked about as creepy as it sounded and Spencer had been foaming at the mouth to film there for a long time. It was the perfect setting for a horror movie but he hadn't yet had the time or means of getting there.

"When is your dad going to demolish them?" Spencer cut Lolo's rant off halfway.

She scowled at him, "This Saturday. The sooner the better!"

Shoot! He was going to lose his chance. Unless ...

Spencer spent the better part of the school day collaborating with Rajeev and Shanilla on a film at that location before the demolition. All previous issues plaguing him were put on the mental back-burner. He knew going there was risky, stupid, and dangerous. But he was feeling inspired and excited about making a new film again for the first time in three long, depressing weeks. At an abandoned hospital no less! How awesome was that?

Rajeev, of course, was more than happy to be the star and Shanilla actually seemed excited to handle the more technical equipment they would need to bring. Over the past few months, well before The Incident, Spencer had been saving every penny of his allowance and investing in extra lighting and sound equipment for his movies. He'd yet to try some of them out and the old hospital building was perfect for a test run of the stuff. He could borrow one of his dad's homemade generators to power the equipment as long as he returned it before his dad realized it was missing.

The only question left was how to get there. It was too far away to walk, no buses even went near that area anymore and their parents would refuse. They couldn't exactly hire a taxi to drive them to a location where they'd be trespassing either. Not that Spencer had enough money for a taxi anyway. He also still owed the Bugwatti's money from when he borrowed some during his last film so he didn't want to ask them again. He needed to find another way.

Spencer walked into his room after school that evening and froze. It was dark except for one small lamp in the corner. In front of the lamp hovered Billy whose back was facing him. Spencer's mood instantly dropped. He'd completely forgotten about helping Billy. Instead, all he had thought about was a silly film. He opened his mouth to call out to Billy but the ghost did something odd. Billy started wiggling his fingers at the lamp and grumbling to himself. Spencer watched for a while before flipping the light switch to turn on the overhead lights, brightening the room.

Billy jumped and glared at him, "Duuuuude! You threw off my concentration!"

"What the heck are you doing?"

"I was trying to make the light go away."

"...You know it has a switch, right? All you gotta do is flip it to turn it off."

"No, the other way."

"The telekinesis thingy? Thought you didn't have any more problems with that."

"Not that!" Billy barked, "The other other way. The way Frank did it."

Spencer tried to recall what Billy was referring to. Then it hit him. When Frank presented himself in his more terrifying form the shadows themselves had practically eaten away at the light. The light imploded in on itself and faded into darkness instead of simply switching off. "Dude, that scared the pants off you before. Why do you wanna learn how to do it?"

"Because I'm not gonna let some old dude out ghost me!" Billy said as if it were obvious, "But I got squat so far. It's been bumming me out since we got back, Brohemian."

Spencer blinked, "What? I don't understand. That...that's what's been bothering you?"

"Duh!"

"...But...that can't be the only thing that's been bugging you right? I mean after everything that happened...The stuff with your par-"

Billy cut him off, "I've been trying all this time to do that kinda stuff but I got squat. I mean can you believe it?! Some old fart out ghosting the great BJC! It should be a piece of cake for someone as awesome as me, right? Seriously, what gives? It's just a little light trick and-"

Spencers' mind blanked as he stopped listening to Billy whine. Was he serious? Did Billy REALLY spend the last three weeks moping because of his spectral incompetence? Seriously? After everything they went through, THAT was his concern? Spencer had been worried sick over the idiot, thinking of more important problems, but Billy was only concerned with petty things. As usual. It shouldn't surprise or upset him as much as it did, he should have known better. Billy was always like that. He didn't know why he thought that one week would have changed anything.

Spencer scowled at his cousins' back. Even if that was Billy's concern the ghost hadn't even bothered to ask Spencer how he felt after what happened. Spencer had dismissed it since he thought Billy's issues were more important. But if Billy hadn't been concerned over the more pressing issues then Spencer couldn't help but feel a little hurt about his cousins' blatant selfishness.

Spencer decided Billy's moping could wait. Now he didn't feel so bad about focusing on his film. As much as he wanted to yell at the ghost he bit his tongue. If he said anything now while he was mad then he might say something he'll later regret. Then Billy swooped right in front of him.

"Hey, how'd you get that bruise?" The ghost asked as he prodded Spencer's forehead with a finger.

"Ouch! Don't touch it! It's nothing, don't worry about it. I...fell."

Billy cocked an eyebrow, "You...fell?"

"Yup," Spencer ground out as he brushed past him and walked to his computer.

"Did you have help falling?"

"It's just Kleet. No big deal..."

"We should totally get back at him," Billy pondered as he floated around, "Ooh! Remember that time I transformed into a snake? What if-"

"Not doing that again, Beetlejuice. And I'm not interested in revenge right now."

Billy huffed, "Seriously?"

"Seriously…" Well, pulling a prank on Kleet was tempting. But he had more pressing matters to attend to.

Billy pouted, "Fine."

Spencer plopped in his chair and went to use the computer but the ghost phased up from his desk directly in front of him.

"Maybe you're just in need of more Cobra Confidence," Billy grinned.

Spencer glared and shoved him to the side a little harder than necessary, "No I'm not. Look, dude, I don't need your help. I'm fine."

An odd and tense silence filled the air as a strange expression came over Billy's face. Spencer frowned. It felt like the same tenseness that sat between them every time Spencer had questioned Billy about the more serious issues regarding The Incident. Even after Billy deflected the questions by being his usual stupid happy self.

Billy clapped and grinned, "Hey! I've also been trying that whole 'visibility' thing without peeps needing my gear. Check it!" His face contorted in concentration and he groaned.

"...You look constipated."

Billy glared at him before flinging his arms and legs out in a 'Tada' gesture, "Well?"

With a smirk, Spencer looped a finger around the chain of his necklace and pulled it out of his shirt so the ghost could see it.

"...Oh, right."

"Here, lemme take this off-"

"No, no, no! That-That's fine we'll wait to try it out next time we see the Jeevster or Shanilla! Heh."

Spencer cocked an eyebrow at him, "Whatever you say. Look, I have something more important to do right now. Why don't you keep trying that light thingy?"

Billy groaned but complied and the overhead lights switched off. Spencer heard him grumbling about something in the corner as he continued to attempt to do the light thing. Meanwhile, Spencer looked up the demolition date for the old hospital. Well, at least Lolo wasn't lying. Her father's company does have it scheduled to blow it up on Saturday.

He grumbled and scrubbed at his face with his hands. What was he gonna do? If he wanted to film there he needed to execute his plan Friday night, which was tomorrow. Looking back up his eyes caught the new picture frames on his shelf. After The Incident Spencer had relocated some of his action figures at Billy's insistence. Probably because they triggered nightmares of dolls and mannequins attacking them like the same nightmares Spencer occasionally had. Or at least that's what Spencer had thought the nightmares were about when Billy would wake up in the middle of the night with a shout. But after this conversation, he wondered if they were actually about Frank out ghosting Billy. The idea was humorous but also annoying.

Spencer had wanted to occupy the space with some of his DVDs or filming equipment but Billy wanted somewhere to put some of their old pictures. So Spencer decided to occupy the space with pictures of his friends and family along with some of the polaroids. One of the polaroid pictures of Billy and Spencer from when they were kids sat among the pictures. It reminded Spencer of how he got the pictures in the first place and he grinned. Of course...why hadn't he thought of it before? Billy cursed out loud when the lamp flickered off and on and not in the way he wanted. Spencer looked at him.

"Oh-uh...Don't repeat what I said," the ghost smirked.

Spencer resisted the urge to roll his eyes. "Hey, dude. Can I ask a favor?"

"Sure, Brotacus Maximus. What is it?"

"Can you give me, Rajeev, and Shanilla a ride tomorrow after school? It's for one of my movies."

Billy blinked at him, "A ride? Can't you ask your 'rents or the Bugwatti's limo driver take you guys?"

"Mom and Dad are busy and the limo driver is on vacation," he lied.

Billy hummed in thought, "Where to? It's not gonna be somewhere creepy and dangerous again, is it?"

Spencer panicked, "No no! Just...a place on the west end. Nothing bad but it's gonna be demoed this weekend and I kinda wanna get some shots there before it goes."

"The west end? I don't think I've been there…"

Score. If Billy wasn't familiar with that area then he didn't know about the old hospital. Spencer thought it best to leave out the whole 'abandoned hospital' bit for now as Billy would likely disapprove or chicken out.

"But this IS BJC's precious limo we're talking about," Billy continued, "Our last escapade with it did some serious damage!"

"It just got a little dirty, drill bit."

"Same thing! What's in it for BJC?"

Spencer sighed. Of course, his cousin would try to turn it into his own personal benefit. Spencer pouted out the window as he tried to come up with something. Honestly, he couldn't think of anything that would benefit Billy in this situation. But then a bird landed on the windowsill and he got a small idea.

"How about...some grade A quality bird poop? That way I don't have to do the whole disguise thing and you can be seen until you figure out how to do it on your own. Who knows, maybe it'll help somehow with the whole 'visible' thing?" Spencer grinned up at him. Appealing to Billy's vanity usually worked wonders.

Billy perked up, "Serious?"

"Super serious," Spencer answered, "Figure out a different disguise other than yourself or Benny John Python. Something more inconspicuous. We don't need to attract too much attention."

After the beach incident where they'd used the bird poop so Billy could perform they had agreed to only use it sparingly. Otherwise, they'd be stalked by Billy's rabid fanbase and Billy would be unable to do any of his ghost stuff out in the open. The ghost had begrudgingly agreed. Besides, there wouldn't be any people at their location Friday night so there was no risk of anyone recognizing the late pop-star/BJC impersonator.

"Ooo! Maybe while you bros are busy with the movie thing the Cobra can do his hang thing somewhere else and try out my visibility!"

"S-Sure…" he lied. There wouldn't be anywhere near the hospital for Billy to 'hang'.

"Rad! You got yourself a deal, Spenpal!" Billy cheered as he shook Spencer's hand.

Spencer smirked. Score.

Billy accompanied Spencer to school for most of the day on Friday. Like flipping a light switch, he was back to his old self. Chatty, happy, mischievous, clumsy, and causing all sorts of trouble by invisibly teasing Kleet and Lolo. Spencer made him turn it down a notch to make sure he didn't get detention today of all days since they were running on a short time limit tonight.

He wasn't completely lying to his parents when he told them he was working on a movie after school. But he left out the bit about the location and made sure they were aware he'd be home late so they wouldn't wait up for him. The bonus was that they were working late today so the group would be long gone before they get home. At least this was Billy wouldn't become suspicious of Spencer's little white lie.

Near the end of the day, Billy departed to go get himself and the limo ready. Spencer, Rajeev, and Shanilla waited until most of the other students had gone home before putting phase one into action.

Spencer grimaced as he hid outside of Principal Ponzi's office. This was not a task he wished to repeat soon. He peeked around the corner where Rajeev was poised right next to Ponzi's door, decked out in one of Spencer's scary costumes to disguise himself. Spencer gave him the thumbs up when Ponzi's shadow appeared in the window. Rajeev crouched and waited. The door swung open and Rajeev jumped into the open with a shout.

Ponzi screamed, dropping his mug of coffee which shattered on the floor. Rajeev laughed and took off down the hallway with the enraged principal chasing him. Spencer snickered and crept into the office. Lorenzo predictably screeched at him and fluttered around the cage. Spencer made quick work of sliding out the poop tray, using a spatula to scrape up the poop and depositing it into a baggie, all the while trying not to vomit.

Once he'd obtained enough he closed the bag, put that bag in another bag to be safe, and stuffed it in his backpack before hauling it out of the principals' office.

He rendezvoused with Shanilla at the bike rack, soon followed by Rajeev who'd shed the costume and hidden it somewhere. The three tore out of there like bats out of hell before Ponzi could catch them. Even if Ponzi managed to figure out it was him, or more like blame him anyway without real proof, then it could wait until Monday.

"I can't believe Billy agreed to do this. He must really want that bird poop," Shanilla said as she rode up next to him.

Spencer winced, "Uh, yeah...about that. He doesn't know exactly where we're going or what we're doing. Only that we needed a ride somewhere."

"What? You lied to him?" Rajeev balked.

"I didn't lie! I just...didn't tell him everything."

Shanilla gave him a look, "Are you sure it's smart to trick Billy again? It didn't go well last time."

Spencer grimaced, she had a point, "I know, I know. I promise I'll talk to him and apologize once we get there. I just really wanna get this movie made."

She gave him a judgemental eyebrow lift and he forced a small smile back before speeding up. He did feel bad about tricking Billy...again. But he was still a little steamed about yesterday and upset that he'd wasted time looking into the ghosts' personal issues when Billy clearly wasn't as concerned as he was. But finally, Spencer was excited to work on a movie again and distract him from these more depressing thoughts.

The trio rode to the mansion and parked their bikes in the garage where the limo was ready and waiting. But Billy wasn't in sight.

"Billy, you down here?" Spencer called as he took off his helmet and put it aside.

"Just waiting on you, Three Bro-sketeers!" came his voice from behind a privacy screen in the corner.

"Dude, what are you doing back there?"

"It'll make sense in a sec. You got the goods?"

Spencer took the bag out of his backpack, "Uh, yeah. Bagged up and ready to go."

"Righteous! Put the bag on the floor and wait to be dazzled!"

The trio looked at one another but Spencer did as told. The bag then floated up on its own(Billy's telekinesis) and flew behind the screen. There was a spectral flash of light before Billy twirled out from behind the screen. He was decked out in a red, orange, and yellow studded and sequined outfit, large orange rhinestone-studded shades, and black/orange ombre hair pulled back.

"Tada! What do ya think?"

"Whoo! Lookin' fly!" Rajeev cheered.

"Sooo..when I said 'inconspicuous' what did that mean to you?" Spencer asked.

"Oh, chillax, bro. Even if I can't be BJC this face is still too fabulous to go out looking dullsville."

"Well, no one will recognize you at least so I guess that counts…"

"Awesome! When anyone asks, call me Viper!" Billy chuckled.

"Eheh, yeah...We are just filming stuff, ya know? There's not really gonna be many people around," Rajeev said as he nervously glanced at Spencer.

"Eh, we'll find an excuse to check out somewhere cool at some point tonight," he said as he pocketed the bag containing the rest of the bird poop, "Would be a shame if no one saw how awesome I look!"

Spencer winced under the judging stares and raised eyebrows of Rajeev and Shanilla. Of course, his cousin would still make a spectacle of himself. Spencer was starting to feel worse and worse about this. If he finished his film fast maybe they could go out to eat somewhere where the ghost could enjoy being seen. That should help make it up for lying, right?

"Everything's already loaded, come on, let's go!" Billy cheered as he swooshed into the limo.

Spencer shared one last look with his friends before steeling himself and climbing into the car.

The ride to the old lots wasn't long but by the time they arrived, it was already dark. Clouds blotted out the last remnants of daylight and obscured any hints of the moon and stars. The old hospital loomed ahead of them, a decaying hollow exoskeleton of what it once was. Spencer could hear the wind whistling through the broken and boarded windows even at a distance. He grinned at the prospect of recording the old buildings' natural ambiance for his film which would save him time in post-editing

As if the horror movie Gods were smiling down on him a flock of crows lined the old telephone lines leading up to the building and cawed down at them. Spencer was giddy with excitement.

The car door shut behind him and Spencer looked back over his shoulder. Apprehension started seeping its way into his stomach. Billy wasn't always the sharpest tool in the shed, more often than not he proved that, but he wasn't entirely stupid. His cousin hovered next to the limo as he stared up at the hospital, his sunglasses now pushed up to sit on top of his head. "Uhh...duder, what is this place?"

Spencer glanced at Rajeev and Shanilla who were grabbing the bags. They gave him a knowing look. He swallowed, "It's the filming location. Old lot on the west end."

Billy frowned and looked around at the rest of the buildings, "I dunno about this...And it doesn't look like there's anywhere nearby to chill." Then he gasped, "Unless there's one of those underground rave parties around here!" He immediately transformed into one of his outlandish party outfits, decked out with glow sticks and neon paint as he proceeded to dance and beatbox.

...Ok, maybe his cousin was that stupid. Spencer gave him a sheepish grin, "Something like that. You see-" Shanilla let out an exaggerated 'ahem' and the lie died in his throat. "Actually, Billy...I lied."

Billy's appearance changed back to the Viper outfit and he blinked at Spencer. His expression a little more serious than normal and the tension was palpable in the air.

"I-I uh, need to get this equipment set up!" Shanilla stammered before scurrying away.

"Let me help you with that!" Rajeev shouted as he ran after her.

Spencer pouted, "I'm really sorry I didn't tell you…"

Billy's expression shifted for a moment like he was trying to decide on what to say. Finally, he sighed and focused on a disappointed look, "Man, if I'd known this is where you wanted to go you know I wouldn't have agreed."

Spencer frowned, "Which is why I didn't tell you. This place is gonna be demoed tomorrow and I really, really, REALLY want to film here before it goes. Please? I haven't been this excited to make a new film since-...well, since The Incident. But when we're done I promise I'll make it up to you. We can grab some grub so you can still show off-uh, I mean, present your look. Cool?"

"No, not cool! You knew I wouldn't agree to this so you lied and buttered me up to get what you wanted. After everything that happened, everything I did for your little butt, why would you think coming here or lying to me is a good idea?"

Spencer could feel his blood pressure rising. Billy was throwing this in his face now? "Everything that happened? You mean with Frank? The haunting?"

"Yes, that!"

"The stuff I've been trying to talk to you about for weeks and you ignored me?"

"Uh-...Well..."

"Although, if I recall that wasn't my fault, to begin with. Besides, you're no stranger to lying. And it's funny that you're only bringing this up now when it's convenient for YOU," Spencer spat bitterly.

"What's that supposed to mean?"

Spencer snapped, "These past few weeks were you really more concerned about the fact you were out ghosted again? I was worried sick because I thought you were upset about something more important. But you said yourself you were 'bummed' all this time because you couldn't do more ghost stuff. Not one word about anything else until now and it's only because you're trying to use it as an excuse against me!"

Billy stuttered and looked anywhere but at Spencer, "It-...It's not like that. It's a lot to process. A lot of bad stuff happened!"

"None of which would have happened if you had listened to me back then in the first place!"

Based on the shocked and hurt expression that took over Billy's face he knew he'd gone a little too far. A small thought in the back of his head doubted the idea that Billy had only been upset about being out ghosted. But he was too upset right now to pay it any attention. Three weeks of silent tension, frustration, and unresolved issues were boiling over. The Viper persona dissipated off of Billy like smoke until he looked like his usual self. Spencer looked away, whether to hide his own expression or to avoid Billy's uncharacteristically piercing gaze he didn't know. Right now, he didn't care.

"You can't ignore me for three weeks when I tried to talk to you about it then only bring it up now when it suits you. We'll talk later. Right now, I just want to film something again." He picked up his bags, spun around, and stomped towards the hospital.

"Bro."

Spencer ignored him.

"Spencer, wait!"

He stopped, rounding on the ghost, "We're going in whether you like it or not. If you're scared then wait here, we won't be long."

"Dude, you MAKE horror movies, you should know what a bad idea this is!"

"It's just an old building, Billy. Nothing more, it's fine."

"I'm serious, Spence! Look, don't go in there, please? This place, it...doesn't feel right, man."

"It doesn't feel right? What does that even mean?"

"I dunno, it's- I dunno! Something isn't right…"

Spencer shook his head. Billy wasn't going to win this argument, "We'll be right back."

"Wait! Spencer!" the ghost called but Spencer ignored him and walked towards the old hospital.