A/N: I've been dying to start this. My first Treasure Planet fanfic! Yes! I saw The Dark Knight Rises last night, and before then I had been contemplating on whether or not to do this fic yet. After I saw Joseph Gordon-Levitt in the movie yesterday, I knew I HAD to post this! He was so cute in the movie! I could even hear Jim Hawkins in his voice from time to time. XD I hope everyone enjoys this. My OC's story kinda makes me sad when I re-read it sometimes, so hopefully it makes you guys to! Lol.

The first part of this chapter goes along with the first 1 minute and 18 (1:18) seconds of the first score in the TP Soundtrack, "12 Years Later". So please listen to it!

The second part of this chapter goes along with the rest of the score.

(Start "12 Years Later", then end at 1:18. Start it again at the next page break.)

Chapter 1

Jim Hawkins is my best friend. Well, more like was. My name is Fay Watkins. But this isn't my story, partly!

You see, my friend's story starts out much happier than mine. From what he's told me at least.

I must warn you, my story is sad. Almost pathetic to me.

My parents loved me to death. I was their world to them, their pride and joy, their ONLY daughter. That is, until my baby sister was born. All of a sudden, I was the invisible child. My parents hated it that I was never like my sister. She was three years younger than me. She had it all, the brains, the looks, the talents, the whole package deal. I was never good enough for them. I could never be like my sister. After finally telling them that, that's when they decided I wasn't their daughter. They ignored me. I was nothing. They even pulled me out of school.

I never got to say goodbye to them. I never did. Not after the unexplained explosion that happened at my house. It killed my family. What did it matter though? I wasn't their daughter. I was only eleven years old.

After walking through the rubble, I shed my one single tear, gathered what things I could find, and headed off. I was letting my feet guide me to wherever they wanted to. The Benbow Inn is where I ended up. It was freezing outside, raining, I wanted to die right then and there. Knocking rapidly and as loudly as I could until someone answered the door, I coughed and shivered as a woman answered the door. She looked tired, worn down, sweet, and loving. She looked like my dream mother. I ran to her and hugged her around the waist, crying and shivering.

"Sweetheart, it's okay," the woman bent down to meet my eyes. She tried to smile at me as I wiped my eyes and sniffled. I cuddled my stuffed alien closer to my body as she pushed a strand of hair behind my ear.

"Now, what's your name?" she asked rubbing my cheek, like a real mother.

"F-F-Fay, Watkins." I responded trying not to cry anymore.

"Why are you wandering all alone, Fay? It's dangerous out there at night!" she responded.

"B-because... My parents are dead! My sister! My house is burnt to the ground! Help me, please!" I cried as I flung my arms around her neck and sobbed into her shoulder. The woman seemed to be taken aback by this and cuddled me even closer.

"Well, I most certainly won't let you freeze to death, Fay. Don't worry, you can stay here as long as you like. Okay? And call me Sarah. Sarah Hawkins."

"Mommy?" I heard a sudden voice from the stairs call out in a tired voice. Looking up, I met the blue eyed stare of a boy who looked around my age. Sarah spun around quickly.

"Jim! Go back to bed honey, I'll tell you in the morning." she stood up and began to lead him up the stairs, when the boy suddenly turned around and ran back down to me. Staring at each other, er, studying each other for what felt like forever, the boy finally smiled at me.

"I'm Jim! James Pleiades Hawkins to be exact!" Jim stuck his hand out to me with a huge grin plastered across his face. I slowly, ever so slowly and shakily, stuck my hand out to his. We shook hands. The beginning of a friendship one could never forget. This boy's story starts out with a story book, late nights, dreams, and a hope.

"One day, I'm going to be a pirate! And discover Flint's treasure, and your coming with me! What's your name?"

"Fay. Fay Watkins!"

"Sounds like Hawkins! Cool!"

This is our story. The story of Treasure Planet.

FIVE YEARS LATER...

"Please come with me, Fay!"

"No! You remember what happened last time."

"I promise it won't! Won't happen again!"

"JIM, NO." I spun around to meet the cocky grin of my best friend, Jim. Both of us had definitely changed over the years.

I had always towered over Jim as we grew up in those five years I had lived with him. We were both turning sixteen that year, Jim was three months older than me.

Now, my eyes met his nose. My eyes? Those were something special let me tell you. They changed colors, depending on my mood. My light brown (sometimes blonde) hair trailed down to the middle of my back. And of course, I had gotten curves here and there, and I was still very fit for my age.

Jim? Well, as you know he now towered over me. He let his hair grow full up top, and let a lock of hair grow very long in the back, which he then had me braid into a rat tail. He loved that thing. His voice had gotten deeper, and his eyes filled with something more. Want, hope, perhaps even sadness. He had even gained more muscle. His personality never changed either. Just his actions. His solar surfing stunts had caused so much trouble. I even remember when he came home escorted by the cop bots the first time. And the second... Sure, I totally disagreed with Jim on what he was doing, but he had always counted on me not to. Which is what made me feel so bad. Jim's mind still hadn't been changed about pirates and adventure. I loved Jim as a brother, so much! He and Sarah had been my only source of comfort for years! Jim's dad had died just before I had arrived, or so, that's what Jim told me.

"Fay. You know you want to." Jim plastered a grin across his face as I rolled my eyes and looked around.

"No crazy tricks this time!" I whispered as I grabbed his wrist and we headed for the door.

"Wait here, I've gotta tell your mom I'm leaving."

After a brief talk with Sarah and a few greetings from the customers, I headed out the back door with Jim. Pulling out the solar surfer, I grimaced at it. The very thing that had caused so much trouble to Sarah.

"Ladies first!" Jim exclaimed as I watched him hit a button and the surfer roar to life as it floated above the ground.

"I've gone crazy." I whispered to myself as I stepped on, making sure to hold on to the rail.

"I think you mean you have BEEN crazy." Jim retorted as he jumped on and placed his hands on my waist. Kicking the engine starter, we were off. I had to admit I loved this feeling! The wind blowing, through my hair and making me deaf. It made me forget about everything. My past.

"Go ahead. Try and steer it!" Jim called over the roar of the wind. I smiled as I nodded and sharply turned left. A little to sharp for me! I screamed and quickly pulled us back to going straight.

"Fay, you gotta have some fun!" Jim cried as he suddenly snaked his hands to the railing and his body was suddenly around mine. I liked it better this way, I felt more safe.

"Jim," I warned as I could almost feel him smirking with mischief.

"What?"

I didn't have time to respond as we suddenly took off even faster. I gripped the railing for dear life, I was going to fall off!

"Fay, relax! I've got you! Your fine!" Jim yelled as he saw me tense up immensely.

"I'm not scared!"

"Your eyes are green. Yes you are." Dang it, Jim knew me so well. Whenever I was scared, stressed, nervous, or unsure, my eyes were always some shade of green.

"Shut up and steer, Jimmy." I used his nickname that I had given to him so long ago. I could hear his laughing as he took another sharp turn and decided to scare me as he suddenly shut off the sails.

"JIM!" I cried as he let out a whoop and the sails popped back up.

"I'm done,"

"What?"

"Put me down!"

"But-"

"NOW!"

Jim huffed as he rolled his eyes and lowered us to the ground. Jumping off and turning around, he stuck his tongue out at me as I did the same to him. Oh, the memories that brought back!

"Be home soon, okay? We don't need your mom worrying."

"With you talking right now I'd say you are my mom!"

"I'm serious, Jim. Don't get into trouble." I crossed my arms over my chest and glared at him.

"Hey! Do I look like I would?"

A pause.

"Yes."

"Fay, don't worry!" and that was the last I saw of him as he sped off through the canyon.

"That boy will be the death of me." I said to myself as I began to walk back to the inn. As I neared the building, I could have sworn I heard cop sirens from far away. Shuddering, I pushed all thoughts away that it could be Jim. He was fine! He hadn't done anything wrong...

Oh who was I kidding. This was Jim Hawkins we're talking about! The inn was pretty busy, so Sarah motioned for me to begin taking orders as I entered through the front door. There were the regular customers I saw sitting at the tables, so I decided to take Doctor Doppler's order. He was a good friend of Sarah, and he wasn't that bad to talk to! At least he wasn't as weird look as some of the other customers.

"Hey, doc!" I exclaimed as he set down whatever he was reading.

"Fay! I haven't seen you around in awhile! How are you?" he asked as his dog-like ears perked up. I chuckled to myself as I shook my head.

"Just fine, doc. And you?" I asked as he took another sip of his drink.

"Good! Thank you, how's Jim?"

Crap, I had forgotten about him.

"Better." was all I could say.

"I see."

"What can I get you, doc?"

"The, ah! Alponian Chowder. With, oh let's see.."

"Extra solara seed may I suggest?" I finished for him as he laughed.

"Wonderful! Do say hi to Jim for me!"

"Sure thing."

So I went to work fixing up the doc's order. Sarah made her way back to the kitchen as she slapped down papers full of everyone's order.

"Oh my gosh! It's a madhouse out there." Sarah sighed as she pressed a cool towel to her forehead.

"I know." I looked over to her as I watched her sigh again and shake her head.

"Sarah. I'll take care of at least half of these, okay?"

"Fay, I can-"

"No, I'll do it Sarah. Okay?"

Sarah smiled at me and laughed as she handed me a stack of papers. It took about twenty or thrirty minutes all together to for me and Sarah to cook and clean. I handed the doc his order and went off to hand out other orders.

Sarah and I met in the back of the room, where everyone dropped off their dirty dishes.

"Fay, I can't tell you how thankful I am for you." Sarah suddenly said as we began to wash.

"Oh Sarah, don't thank me!"

"But I need to! Fay, you've always been like a daughter to me, you're always so helpful when I need you, and you seem to keep a good eye on Jim. You've helped me through a lot, Fay. Thank you." Sarah said as she hugged me. I sighed as I smiled and hugged her back. She was truly like a mother to me.

"Speaking of Jim, where is he?" Sarah asked as we parted.

"Oh! Well, that's the thing. I don't-"

I didn't need to finish my sentence as we suddenly heard the two front doors of the Benbow being slammed open. Gasping and turning around, Sarah dropped the plates in her hands as they shattered to the floor.

"Jim!" she cried as I grimaced. Facepalming, I shook my head slowly.

"Kill me. Just kill me now!"

"O-kay! Thanks for the lift, guys." Jim attempted to shrug the officer's grip off his shoulders as if nothing happened.

"Not so fast." the cop quickly grabbed him and replied in his robotic voice.

"We apprehended your son operating a solar vehicle in a restricted area." the first said. I sighed and glared at Jim as our eyes met.

"Moving violation 9-0-4, section fifteen, paragraph, um-" the second cop lost his train of thought.

"Six?" Jim actually helped him.

"Thank you."

"Don't mention it."

"Jim!" Sarah exclaimed just as furious as I was! He had been caught so many tines he basically memorize the procedures!

"As you are aware, this constitutes a violation

of his probation."

"Yes, yes. No, l understand. Um, but could we just-"

"Um, ahem! Pardon me!" Delbert suddenly spoke up as he got up from his table and made his way over to the scene. By now, the entire restaurant was watching silently.

"Officers, if l might, uh, interject here! l am the noted astrophysicist Dr. Delbert Doppler! Perhaps you've heard of me?" there was a long pause, "No? Uh, l have a clipping!"

"Are you the boy's father?"

"Doc?" I exclaimed trying not to laugh.

"Oh, Delbert? Uh-" Sarah began flabbergasted.

"Oh! Good heavens!"

"Ew! He's just an old friend of the family!" Doc seemed a little offended at Sarah's statement.

"Back off, sir!" both the cop bots leaned forward and shouted at the same time.

"Thank you, Delbert! l will take it from here." Sarah pushed him away as he seemed embarrassed..

"Well, Sarah, if you insist! Ahem, don't ever let me do that again." he whispered to both of us as I nudged him back to his table.

"Due to repeated violations of statute 'C',

we have impounded his vehicle."

I almost yelled right there! Dangit Jim!

"Any more slip-ups will result in a one-way ticket to Juvenile Hall."

"Kiddie hoosegow."

"The slammo." gosh these cops had worked to long.

"Thank you, officers! It won't happen again." Sarah said as they handed Jim over and she glare daggers at him.

"We see his type all the time, ma'am."

"Wrong choices."

"Dead-enders."

"Losers." that one bothered Jim, the look on his face said it all.

"You take care now!"

"Let's motor."

The doors were slammed shut as the restaurant suddenly got louder again when we looked around. Jim was trying to shrug it off now, and I was fuming.

"Jim! I have had it!" Sarah exclaimed as I watched.

"Do you want to go to Juvenile Hall? Is that it? Jim? Jim, look at me," Sarah gripped her boy's shoulders as he refused to look her in the eyes.

"It's been hard enough trying to keep this place afloat by myself, and Fay, without you going-"

"Mom, it's no big deal! Nobody was around! Those cops just won't get off my-"

He paused as he saw the glare his mother was giving him, "Forget it."

"Jim! I just don't want to see you throw away your entire future!" Sarah finally exclaimed as he flicked his gaze back up to her.

"Yeah? What future?" Jim pushed his way through her and past me as he headed out the back door. Sarah sighed as I made my way over to her. The poor woman!

"Sarah, it's gonna be okay, alright?" I asked as she buried her face into my shoulder. Now it was my turn to hold her and comfort her, just as she had done the night I came.

(Start "Rooftop" from the TP Soundtrack)

"But what am I going to do with him, Fay?" she asked as we parted and she rubbed her already tired eyes.

"Listen, after I help you close the inn, and clean up, I'll talk to him. Okay? He'll listen to me." I promised her as she smiled weakly and nodded her head.

I knew exactly where to find him. Walking into my room and to the window, I drew the curtains and stared at my best friend. He sat on the roof mumbling to himself. Opening up the window, I slid out and sat next to him.

"Hey." I said punching his arm playfully.

"Hey," he responded looking away.

"Talk to me, Jim." there was a pause as I saw him struggle to find the right words.

"Fay, I'm nothing here. I belong out there!" he explained pointing to the sky, "I have no future here, I can't run an inn! That's my mom, not me! Nobody understands the feeling of being ignored around here! Nobody understands the feeling of not being understood! It's as if they all want to change me! Especially my mother!" Jim yelled as he turned to look at me.

"Jim, you know that's not true!"

"Yes it is, Fay! No one understands me!"

"Maybe someone does!"

"Like who?"

"ME!" I yelled in an outburst. Jim got quiet as he stared at me.

"Jim, I know exactly how you feel! And you know that! I was ignored my entire life, my parents tried to change me to."

Jim considered this and laid back.

"Your mother loves you, so much, Jim! And I don't know what's keeping you from seeing that! She talks about you all the time, to customers, me, she brags about you. Your her pride and joy. Your all she has. That stunt you pulled today? Jim, that killed her! You can't keep doing stuff like that to her!"

"Yeah? But what if it makes me feel special?"

"Jim! You are!"

"How?"

"Because, Jim. You are who you are."

Wow that was one lousy reply. I couldn't think of anything to say though! Jim was just, special to me! As a friend, I loved him so much!

"We all are who we are, people just can't accept that with me." Jim looked up to the sky as he sighed.

"I can." I whispered as I fumbled with my thumbs. Jin turned to look back at me suddenly.

"Your sad," he said as I turned back to him.

"No I'm not." I replied staring back at him.

"Your eyes are brown," he said pointing to my eyes. Rolling my eyes, I really hated them sometimes!

"Well, Jim, you make me sad sometimes okay? You just don't see how special you really are. Jim, your so smart, you built that solar surfer when you were eight! Yet, your failing in school, and getting into trouble all the time. Jim, I just don't want to see you get thrown into juvenile hall, okay?" I said as I pulled his face to look at me. His blue eyes seemed to be filled with anger.

"Sure." he replied turning away. It got silent, for a really long time. Suddenly, there was a boom, then the sound of a sputtering engine. There was a huge fire over us and Jim pulled me into him as it flew low over us. With a crash, we looked up and watched as a ship had crash landed in front of the Benbow docks.

"Did you just see what I saw?" I asked as it began to rain. We stood up and stepped nearer to the edge of the roof.

"I think so, come on!" Jim cried as he slid off the roof. Why did I have to follow him?

So, I feel like this is turning out to be an okay story so far! I love the music from this movie, I always have. Lemme know what ya think! I'll be posting a picture of Fay on DeviantART sometime soon!

-Mrs. Frodo Baggins

Kendall

Mirabella Millstone of Bywater