The Phantom watched from above as the opera began. A complete abomination, with Miss Berry as the Countess. She wasn't fit for such a role.

It should have been Kurt. His beautiful, beautiful Kurt.

But no. Kurt was left playing the Pageboy. The silent role. How was he supposed to show off his wonderful singing skills when he couldn't even speak a word?

The Phantom sneaked down quietly, unseen in the darkness that was backstage, and switched out Rachel's breath spray with a special concoction he'd made himself. They would all learn what happens if they disobey him.

The old fool who'd owned the opera house before hadn't been quite as oblivious as the new owners. At least Figgins had paid him his salary, and heeded to most of his wishes. And he'd known there would be consequences when he didn't. Schuester and Sylvester seemed to think they could do absolutely anything they wanted and get away with it. Well, the Angel of Music was having none of that. They had to learn. He would not be disrespected in his own opera house.

After switching out Miss Berry's breath spray, he was prepared to move to his seat in box five to watch the evening unfold. However, upon looking towards his usual seat, he found that it was, yet again, inhabited by one David Karofsky.

"I believe I requested that box five be left empty for my use, as has always been done in my opera house." He bellowed, his voice echoing throughout the theatre. The orchestra stopped playing, Rachel stopped singing. Everything was quiet.

Until Brittany muttered "He's here."

"It's the Angel of Music." Said Kurt, in wonder.

"Quiet, you little toad!" Rachel said, annoyed. "You have a non speaking role." Rachel rolled her eyes, fanning herself with a large, soft, pink, feathered fan.

"A toad, is he?" The Phantom said quietly to himself, so no one else could hear. "We'll see exactly who is the toad."

He watched as Rachel walked into the wings on the side of the stage, a woman ran over to her, quickly grabbing her breath spray, and spraying some into her mouth.

"Maestro, begin again." Rachel requested. She began to sing, getting a few notes out, before letting out a strangled croak.

The Phantom laughed softly from his place in the rafters. A dark, overly amused chuckle. The fool finally got what was coming to her.

"What's happening?" Rachel began to scream. "My voice! My voice!"

Kurt listened in horror as Rachel tried to sing, but only wound up croaking and groaning. She screamed in horror, and Kurt had to feel a little bad for her. The opera was all she had, and if that was taken away from her, he didn't know what she'd do. But at the same time, it was slightly humorous.

He knew it must have been the Angel's doing. He wasn't happy about being ignored, Kurt was sure of it.

Sue and William ran onto the stage, "Close the curtains!" they shouted.

The curtains were closed, and Kurt and the rest of the actors and singers were left backstage, wondering how the show would go on.

That was, until Sue reached back, grabbing Kurt by the arm and pulling him on stage.

"The show must go on, as they say." She said. "And so, in a few moments, we will pick up where we left off, with Kurt Hummel in the role of the Countess."

The audience clapped as Kurt stood there in shock. He didn't have a costume. He wasn't ready for this. Not now.

"For now, please enjoy the ballet from act three of tonight's opera." William said, as he shooed Kurt off stage to get changed into a suitable costume.

Kurt ran off, not sure how he was going to do this, but determined to do his best.

Carole found him, grabbing him by the arm, and dragging him off to his dressing room. She found a few garments for him, and chose one she found suitable for the role he would now be playing. She helped him to change, frantically. The ballet wasn't very long, and therefore Kurt did not have much time to change.

The Opera Ghost watched from up in the rafters as the ballet began below him. He wished Kurt would hurry up and change. He couldn't wait to see him performing in the role that was rightfully his to begin with.

He looked up at the sound of footsteps, and saw Noah Puckerman looking at him from across the catwalk. What was he doing up here? He was never at his post. Either way, the Phantom should have been more careful about where he had been standing.

Noah wasn't scared of him, the Phantom knew that. If he decided it worth his time, he'd be over there in seconds, fighting him. The Phantom couldn't have that.

So he slipped away quietly. Noah was lazy, and the Phantom was sure he wouldn't bother following him. He'd just slip away, down to his hiding place in the darkest depths of the opera house, where only two people would ever know he might be.

And yet, as he moved swiftly and quietly through the unsteady walkways of rope and wood, he heard Noah coming up behind him. The Phantom was in no mood for a fight, and he was certain that no one would miss Noah. He harassed the girls and never did his work. He mocked the Phantom, which was enough to get him on his bad side on its own. But on top of that, he was just an all around bad person.

And that was why the Phantom had absolutely no second thoughts about his decision to kill Noah and get this chase over with.

He turned around quickly as Noah came up right behind him, and Noah's face fell, from a look of cunning and self righteousness, to a look of absolute fear.

He began to run in the opposite direction, and the Phantom followed. Jumping from planks of wood, trying to confuse Noah into running towards him, rather than away from him.

He caught up with him eventually. Shaking the catwalk upon which Noah was standing, and causing him to fall flat on his face.

The Phantom grabbed a rope that was hanging idly from the ceiling, it wasn't connected to anything, and therefore would not be missed. He quickly tied it into a noose, pinning Noah down, and tying it around his neck, before tying it to the rafters and letting him fall, for the whole opera house, audience and all, to see.

Now maybe they'd learn to listen to him. Now maybe they would understand what the consequences could be.

He heard the screams of terror that rang through the theatre.

And then he was gone, cape whipping behind him as he went.

Karofsky gasped in horror as Noah Puckerman's body fell from the rafters, hanging there for a moment before the rope snapped, and his limp body fell onto the stage. The ballet dancers were screaming in horror, running away, and looking back at the body in absolute fright.

Where was Kurt?

Still changing, Karofsky supposed.

He was just glad Kurt hadn't been the one in the Phantom's way when he got so angry that he decided to go and hang someone right there on the very stage.

Karofsky had heard the rumors. The rumors of the heartless Opera Ghost who killed anyone and anything that got in his way, but he had been sure they weren't true. After all, hadn't the Phantom been the one to take Kurt hostage the night before? And he, although he had threatened never to let Kurt return, had brought him back safe and in one piece. How could he just kill a man like that? No one could be that horrible, could they? To just kill a man.

Either way, Karofsky was certain that Kurt wasn't safe. If the Phantom had taken him before, he could take him again, and Karofsky was not about to let that happen.

He ran from his place in box five, down the steps and towards Kurt's dressing room.

Carole was holding Kurt by the arm, dragging him along, trying to find out more about what had happened.

"Kurt!" Karofsky shouted, grabbing Kurt away from Ms. Hudson. "Kurt! Thank God you're alright."

"I'm fine, Dave." Kurt smiled at him sadly.

"You're not safe here. I'm sure of it."

Kurt nodded, taking Karofsky by the hand, and leading him up a few flights of stairs until the reached a door, which brought them out on to the rooftop.

When they reached the roof, Kurt turned around, taking both of Karofsky's hands in his.

He was frightened, of course. He knew little of what had happened, as he had still been in his dressing room. Just that Noah Puckerman had been hung from the rafters.

He knew, of course, that it was the Phantom. Who else could it have been? And yet, he did not find himself hating him. He was concerned for him, in all honesty. What horrible thing had happened to him to make him believe it was okay to kill someone for no reason? It could not have been self defense, for although Noah was an awful human being, he would never injure anyone. It could not have been for jealousy, nor any other reason. So why, then, had the Angel killed him?

Kurt wanted to know. Needed to know.

As much as he hated to admit it, he was developing very strong feelings for the Angel of Music who had taught him so much. He wasn't going to turn his back on him now. He just wanted to understand him.

Then again, there was Dave standing right in front of him, holding his hands tightly in his, and looking more worried than Kurt had ever seen him. He missed Dave, over the years, after moving to the opera house. And now he was finally back in his grasp. He didn't want to lose him again.

"Kurt." Karofsky began. "We have to leave. You're not safe here. We have to leave and never come back."

"But Dave...."Kurt sighed. "Where would we go? I can't just leave. The opera house is my home. I hardly remember what it's like outside these walls."

"But the Opera Ghost." Karofsky argued. "He'll find you. He'll kill you. And probably me as well. He's obsessed with you, and it doesn't bode well for me if I have feelings for you. Which I do, Kurt. And I know you feel the same way about me. I didn't know what these feelings were when we were children, but I know now."

And Karofsky was right. Kurt did feel the same way about him. But he also felt that way about the Phantom, even if his feelings for the Phantom were a bit more reserved. It was just because it was new, and the Phantom could be a little frightening, Kurt had to admit.

"Dave, he'd never hurt me." Kurt said, an air of certainty in his voice.

"Kurt, he's just killed an innocent man."

"Noah was far from innocent." Kurt said, truthfully. "But I understand what you mean. However, you have to believe me when I say that I know he'd never hurt me."

"I have a hard time believing that." Karofsky scoffed.

"You don't know him the way I do, Dave. You just...don't know."

"He took you once, who's to say he won't do it again? You know he sent me a letter last time saying I'd never see you again?"

"I saw his face, you know." Kurt said. "When he took me the other night. I took off his mask. Dave, it was awful. Hardly a face at all. No wonder he's so awful all the time. He hides alone in the dark, because no one will accept him, because of his hideous face. I can't just abandon him. I'm the only friend he has. The only time he ever comes out of hiding is to teach me, and to watch the operas. He'll have no one left if I'm gone."

"Kurt. Listen to me, please. It's not safe for you here. He's not safe. He may be kind and gentle with you now, but you never know when he could turn. You never know what could make him so angry with you that....That..."

"You should have seen his eyes." Kurt said, almost more to himself than to Karofsky. "So much sadness in them, and yet so much venom as well."

"Kurt." Karofsky whispered.

It began to snow, and Kurt felt a single tear run down his cheek, unsure of what to do. He'd always hoped he'd find Karofsky again, but never thought it was possible for Karofsky to have feelings for him. And yet, here he was, with Karofsky holding his hands, asking him to run away with him, and he wasn't sure he could do it.

He loved Karofsky, he did. But he loved the Phantom as well. Maybe in a slightly different way. But still, he couldn't just leave him.

"Please, Kurt. I just want to protect you." Kaorfsky said, wiping the tear from Kurt's cheek. "Say you'll let me?"

Kurt decided there was no use fighting it. Until he'd figured out his feelings, he could let Karofsky keep an eye on him. Keep him safe. He didn't want to entirely reject him now, in case he were to decide that he wanted to be with Karofsky in the end.

He gave small, almost imperceptible nod of his head, and then Karofsky was kissing him. Just a short, soft, peck on the lips, but still, it made his heart flutter. He tried to compare it to the kiss he'd shared with the Phantom, but couldn't. They were entirely different, and yet both made him feel as if he could fly.

"I can't leave the opera house." He whispered, as they parted. "But you can keep an eye on me. Make sure I'm safe." Kurt smiled a small smile, looking into Karofsky's eyes.

"I love you." Karofsky said, brushing some hair from Kurt's forehead.

"I have to get back inside." Kurt said, not wanting to tell Karofsky he loved him back just yet. Afraid of what it would mean. "They'll be worrying about me."

Karofsky nodded, and Kurt wasn't sure, but he thought he saw a bit of sadness in his eyes when Kurt had not returned the words. He kissed Kurt on the cheek, before leading him back inside by one hand.

The Phantom stepped out from behind the statue, where he had been hiding and listening to Kurt and Karofsky's conversation.

He knelt down on the ground and held his head in his hands, a few tears making their way out of his eyes, no matter how hard he tried to stop them from coming.

He had thought, for a moment, that Kurt was his. Utterly and completely his. The way he'd defended him. He was certain that Kurt loved him as much as he loved Kurt.

And yet, he had let Karofsky convince him to be with him. He wasn't leaving the opera house, but what use was there for him to be there if he was in love with Karofsky?

He couldn't bear to think of it.

He'd taught Kurt everything. Everything he knew.

Kurt was only such an amazing singer because of him.

He couldn't blame Karofsky for falling in love with Kurt. Everyone should be in love with Kurt, the Phantom thought.

Kurt was perfect. Beautiful. Flawless. An angel.

And now he was as good as gone.

It was only a matter of time before he forgot the moment he and the Phantom had shared in the depths of the opera house. The moment that had taken the Phantom's breath away, and caused him to fall just a little more in love with Kurt. The moment that, now, he wished he could take back.

And then Karofsky would convince him that the Phantom wasn't as good as Kurt thought he was. Was everything he was rumored to be.

And then what?

Kurt had seen his face.

He had been his most vulnerable with Kurt.

Kurt could harm him in any way he wanted.

But he had already done the worst thing he could possibly do.

He'd broken the Phantom's heart.

And someone was going to have to pay.