OK, so here it is my fanfic, arcee in wonderland. i'll have used all the major bot characters, and only one human character at the end of it all. anyway. most of the first half is based on the animated disney film, with the second half mostly taken from the 1999 TV film version, which is pretty good by the way, and the original book. i also added some stuff to make the characters more like themselves of course. please give reviews, i love feedback :)

This isnt something i should really need to say to anyone on this site but if you got a good imagination. if you know these characters, how they sound and look and act and imagine that as you read. its all gonna really pop out for ya and be even cooler. just wanted to emphasize that, because that's what i go for in my works :)

quick not-anything in Italics is either a side story or singing.

Arcee fell through the dark tunnel. Suddenly she began to fall less and less until she was slowly floating down. All manner of strange and random items floated and drifted through the earthy shaft. She could only think of how she ended up here.

She was just relaxing, leaning against a tree, when she saw a white blur whiz by. She followed it until it transformed. It then stood as a white and blue bot, taller than her, with rabbit ears on his head. He also had a chain around his neck with a large pocket watch at the front.

"whoa, I'm late, late for a very important date!" he yelled after checking his watch and giving arcee a quick wink

Before she could even comprehend this he whizzed off again, through a clearing and right down a rabbit hole. Curious about the white rabbit and what he could possibly be late for, she followed him. She looked deep into the dark of the hole and, consumed by her curiosity, leaned in too far and fell in. Now here she was, floating down through this strange and quite deep rabbit hole. She was suddenly raddled by slamming into what she could only assume was the bottom. After she finally had the strength to open her eyes, she leaned up and realized she was now wearing a blue dress, with a white apron on the front. it was a light blue, lighter than her armor. She gets up and inspects herself in this new outfit.

"curiouser and curiouser"

She was ready to take it off when she saw a blur down the hallway ahead of her. After following it she manages to see the white rabbit before he disappears through a door, a very small door that he shouldn't have been able to fit through.

"scrap, how am I gonna find him now"

She then noticed a table in the middle of the room with a small bottle on it. As she inspects it, she notices a tag on it that says drink me. She was hesitant, at first, but once again curiosity got the best of her and she took a quick swig of it. She didn't notice anything wrong with it, but with her, as she suddenly began to shrink.

"double scrap!"

She was now the size of a mouse compared to the table. On the upside she was now small enough to fit through the small door the rabbit had gone through. She rushed over and to her frustration it was locked. She yelled in frustration and released her wrist blades and started slashing at the door madly, but none of her strikes made any sort of mark on it. After she calmed down she turned away and noticed there was a key up on the edge of the table. There was no way she could reach it at this height. As she inspected the table she looked down and saw a small cupcake sitting on the floor next to her and picked it up.

"eh, how much worse could it really get"

She took a small bite then suddenly felt the sensation of her body changing yet again. She was now growing, first to her normal height then more and more. She stopped just after banging her head on the ceiling of the large room.

"why, why is this happening to me?" she sobbed

She suddenly began to well up with sadness and cry. She cried and cried; her tears just wouldn't stop and they filled the room until it was half full. She then saw the bottle that made her shrink floating in her tears and scooped it up. She downed the rest of it and instantly shrank again to her normal size and landed in the sea of her tears. She started to feel a pull and looked to see that her tears were being drained through a crack in the wall.

"scrapscrapscarapscarpSCRAP!"

She tried to swim away but was pulled through and into watery darkness. The next thing she realized was that she was underwater. She resurfaced to see herself drifting in what looked like a vast ocean with cloudy skies overhead.

"did I do this?"

She suddenly thought she could hear voices, then they got louder, than she realized it was singing.

"forward, backward, outward, inward, come and join the chase, you can't help but join a jolly caucus race. Backward, forward, outward, inward, bottom to the top, never a beginning and there can never be a stop." They sang

Arcee was suddenly hurled onto the beach by the waves. She looked up to see a red and white bot with a large bulbous beak standing on a large rock. Running around the rock in a large circle were a group of strange creatures. There were some large insect looking bots and two beasty looking bots, one blue and the other white, red and dark blue. There was also a bunch of small bots with big head, big eyes and small little pincer legs, some of which were being stepped by the larger bots as they ran. Arcee noticed as they ran, the waves kept washing over them.

"um, excuse me" she called to the bot on the rock.

"huh, you're a new one. Names dodo, and your never gonna get dry that way"

"get dry?"

She was suddenly grabbed by one of the beastly bots and pulled into the running circle.

"yup, have to run with the others, first rule of a caucus race, y'know"

Another wave came in and washed over the runners, including her. They continued to run, and for some reason she did too. Her dress was soaking wet and heavy. She reasoned that it would be better to toss it but also, for some reason, didn't want to.

"there you go, have you dry in no time now"

"um, NO! no one can ever get dry like this!"

"huh, pleeease! I'm as dry as a bone already"

She glared up at dodo. Of course he was dry, he was up on the rock and wasn't getting hit by the water. She looked over at the woods near the beach and was shocked to see the white rabbit running through the trees.

"oh boy, im late, I am sooo late"

"hey, there he is, mr rabbit, mr rabbit!" she yelled as she broke from the race and towards the trees.

She stopped at the edge of the trees. As much as she wanted to catch up with the white rabbit, she has something else she wanted to do. She picked up a rock, turned around and hurled back down the beach. The rock hit its target spot on, banging dodo in the back of the head. He lost his balance and fell into the water of a wave that just washed over the runners. When the wave went back out, dodo was on the ground spitting water out of his mouth. He was also in the path of the runners, with every one stepping on his back as they ran by. Arcee smiled to herself before finally charging into the woods. She went into a small clearing which she saw the white rabbit run through. She couldn't see any tracks and started to inspect for clues to which direction he went in. Unknown to her, two pairs of bright red eyes watched her from the shadows. She turned around to see two large well-build figures standing there, perfectly still. Their bodies were identical, though one was mostly green while the other was blue and gold. She looked closer and saw that both were wearing little ties with names on them.

"tweedle dee and tweedle dum. huh, weird names for weird figurines"

"huh, if you think we're wax works you outta pay for the pleasure of looking y'know" the green one growled

"Contrary-wise, if you think we're alive you outta speak to us" the blue and gold one added as is they were completing each others thoughts.

"that's logic" they said together as they glared down at her.

"reeeeally" she said sarcastically. She wasn't all that scared of the big pair.

"well, I guess it's been nice but I've got business"

The two sidestepped to block her path. She may not have been scared of them but together they were like a wall.

"you be going backwards…"

"aye, the first thing in a visit is to say…"

"how do you do and shake hands, shake hands, how do you do and shake hands and state your name and business" they sung together as they grabbed her hands and forced her into a ring around the rosie.

Their attempts at singing in their deep and menacing voices was like torture. She wanted to just clunk their heads together.

"that's manners" they said together

"you don't say"

She managed to yank her hands away from theirs. She thought that them finishing each others statements was bad, but them talking in unison was even worse. And since she hated it she could already tell that that was exactly what they were gonna do. That was just how her life went.

"my name is arcee and I'm following a white rabbit soooo…"

"oh you can't go yet" they stood over her intimidatingly.

"no the visit has just started" the green one growled as he leaned down closer to her.

"would you like to play hide and seek. Or dagger, dagger who's got the dagger"

"ah, no thank you" she started to walk away but they appeared in front of her again.

"if you stay long enough we might have a battle" they said as they locked claws and began to wrestle, violently, with each other.

Arcee was given pause, seeing these two tear each other apart might be a good show.

"oh, well, that's very kind of you but I must be going"

As she walked they walked, backwards, at each side of her so they could look at her.

"why"

"because I'm following that annoying white rabbit"

"why"

"well, I guess I'm just curious to know where he's going"

The two stopped and looked at each other in concern.

"ooooooh, she's curious!"

"oh dear, the oysters were curious too weren't they?

"aye, and you remember what happened to them"

"poor things" they said hugging each other in fake sadness.

Arcee rolled her eyes and turned back to them

"whyyyyyyyy, what happened to the oysters?"

"ooh you wouldn't be interested" as they walked away

"ooooh but I am" she said with unconvincingly fake emotion

"oh no you're in much too much of a hurry"

"LOOK! I can spare a little time so…"

"you could!" they said as they flashed each other devious grins

"yeeeeees"

They each grabbed her by an arm and hoisted her up then sat her down on a nearby log. They pulled out a small video screen.

"the walrus and the carpenter..."

"or the story of the curious oysters."

The screen lit up and showed two figures on a beach. The walrus was a bulky green bot and the carpenter was a smaller rugged-looking white bot with swords on his back.

"The sun was shining on the sea, Shining with all his might. He did his very best to make the billows smooth and bright, and this was odd, because it was the middle of the night. The Walrus and the Carpenter were walking close at hand. They wept like anything to see such quantities of sand.

"If this were only cleared away" they said

"it would be grand!"

"O Oysters, come and walk with us!" The Walrus did beseech.

"A pleasant walk, a pleasant talk, along the briny beach. We cannot do with more than four, to give a hand to each."

The eldest Oyster looked at him, but never a word he said. The eldest Oyster winked his eye, and shook his heavy head, meaning to say he did not choose to leave the oyster-bed. But four young Oysters hurried up, all eager for the treat. Their coats were brushed, their faces washed, their shoes were clean and neat. And this was odd, because, you know, they hadn't any feet. Four other Oysters followed them, and yet another four; And thick and fast they came at last, and more, and more, and more. All hopping through the frothy waves, and scrambling to the shore.

"The time has come," the Walrus said,

"To talk of many things. Of shoes and ships and sealing-wax, of cabbages and kings. And why the sea is boiling hot, and whether pigs have wings."

"A loaf of bread," the Walrus said,

"Is what we chiefly need, pepper and vinegar besides are very good indeed.

The carpenter ran off to get some

Now if you're ready, Oysters dear, we can begin to feed." The walrus said as soon as his friend was out of sight

"But not on us!" the Oysters cried

The carpenter soon returned and found the walrus sitting alone.

I weep for you," the Walrus said

"I deeply sympathize."

With sobs and tears he snorted out, those of the largest size, holding his pocket-handkerchief before his streaming eyes.

"little Oysters," called the Carpenter

But answer there came none, and this was scarcely odd because, they'd been eaten, every one.

The carpenter glared at his friend in anger and began to draw his blades.

"the time has come!" the walrus said as he took off down the beach, chased by his cheated partner.

"the end" the Tweedles announced

"geez, that was a really sad story" arcee admitted

"aye, and there's a morale to it"

"maybe if your an oyster" she said sarcastically

"noooooo, it's..."

"hey let me tell her" the green one growled

"shut up, the story was my idea and I'm better suited to tell her its morale. She needs to know it after all" the blue and gold one countered.

"let's see if you can tell her, without your head!" as the green one lunged at his brother

Arcee took cover behind the log as the titans clashed. She figured her time here was done and she needed to get back to her rabbit hunt. She easily slipped away during the chaos of the brother wrestling. She walked for some time through the woods. It was mostly quiet and for the first time since she can remember, she was quite relaxed. She saw a break in the trees ahead and came upon a beautiful cottage. It had a nice fence around its front with a little gate as well as a large garden in its backyard.

"nice, quiet place. Wonder who lives here?"

"Marianne, Marianne!" she heard a voice call from inside.

Suddenly the white rabbit came running out the door. He skidded to a halt just as he passed her.

"Marianne, what are you doing out here!"

"Marianne? What the hell are you…"

"I'm running late, I need my gloves, you go get them!" he shouted at her, or who he thought she was.

"Late. For. WHAT! That's what I've been trying to find out all slagging day!" she tried to say but he was pushing her through the door way

"my gloves, now! Hurry!" he said

He pushed her through the doorway and smacked her on the butt to hurry her along. She turned back to him, shocked at what he had just done. He gave a quick wink before closing the door between them just as she was pulling her arm back for a punch. She let her anger go, for the moment, as she started looking for his gloves.

"I'll get you back for that later, stupid rabbit, stupid watch, and these stupid gloves"

She looked around the large central room of the house but couldn't find them. She was rather absent minded as she looked. She came across a small jar with some cakes and she took one.

"huh, don't mind if i do. No harm in it, I am doing something for him after all" as she took a bite

Her eyes suddenly went wide with horror as she realized what she had done. Sure enough she started to get bigger. She ran to exit but was already so big that she hit her head on the ceiling and fell backwards. The space in the room was quickly shrinking until she was squeezed and stuck in the small room.

"c'mon, not again!"

The white rabbit heard some commotion from outside. He went to the window of the room he heard it from when I giant blue arm burst out of the window towards him. It grabbed him by the leg and whipped him about.

"help monster" he yelled over and over as he was tossed about

"you idiot, why would you keep these fraggin things in your house!" she lectured as she threw him around.

She let go and he slammed into the ground, hard. He ran off down the path screaming for help. Arcee tried to wiggle around or find some room but it was no use. She soon heard voices approaching. Outside, the rabbit came running back through the trees, followed by dodo, who was more than a little dismissive and skeptical of the white rabbit's monster claims. Dodo was however just as shocked to see a giant blue arm sticking out of rabbit's living room window.

"whoa, jolly well is isn't it"

"well do something, dodo" the rabbit urged

Dodo stepped closer and gave the arm a light kick. In response, the hand came up and flicked him backwards. A pair of bright blue eyes then appeared, though awkwardly, through the window.

"you try that again and you'll see what happens" she said as she unleashed her wrist blade and jabbed it into the ground to get the point across.

"well, an extraordinary situation but…"

"but, but, but what?"

"we simply pull it out the chimney"

"he can't be serious" arcee thought aloud with a deadpan look

"alright go pull it out" the rabbit said as he pushed dodo forward

"what, me! Pleeeease, what we need is…"

They suddenly heard whistling as a yellow bot with a long tail came walking by carrying a ladder.

"aha, a lizard with a latter!"

"oh bill, bill!" called the rabbit

"you'd think a lizard would be green" arcee's voice came from the broken window

Dodo turned and gave an annoyed look to the comment.

"we need a lazerd with a litter, I mean a…can you help us?" the rabbit asked as he shook bill's hand.

"at your service sir" bill said in a staticy, strained voice.

"bill my lad, have you ever been down a chimney?" dodo asked slyly

"why sir, I've been down more chimneys than…"

"Excellent! Now you just pop down the chimney and haul than monster out of there"

"right o…MONSTER!" bill said as he saw the giant arcee through one of the windows

He ran down the latter screaming right into dodo. Dodo dropped his pipe at the collision.

"HEY, I NEEDED THAT!" he yelled before calming down

He grabbed bill and pulled the scared yellow bot up to the roof.

"bill lad, your passing up a golden opportunity"

"I am?"

"you can be famous!"

"I can!"

"of course. There's a brave lad, in you go now"

Bill started to struggle as dodo started forcing him down the chimney

"now then just wrap your hands around that monster's leg and drag it up"

"but, but, but!"

"good luck bill" dodo said as he shook bills hand then shoved him down the chimney.

The force of bills being pushed forced a huge cloud of soot and dirt out of the fire place and into the house. Arcee couldn't take it anymore and she finally let out a mighty sneeze that rattled the whole house. The force of which sends bill back up the chimney and soaring into the sky, trailed by a stream of soot.

"well, there goes bill" dodo says as he puffs on his pipe

"sorry bill!" arcee calls, out hoping he heard her.

"I guess we should try a more...energetic remedy" dodo suggests

"like what?"

After taking along drag from his pipe and watching the smoke from it, he gets an idea.

"aha, that's it, we'll burn the house down"

"yes, burn my house do…WHAT!"

Against arcee's and the rabbit's objections, dodo starts stacking wood and other objects from the yard to start the fire. Arcee starts to get desperate to get out of the situation. Things are starting to go from bad to worse for her. As she starts to struggle, she knocks over a cupboard. She looks as a bottle, a very familiar looking bottle, falls on the floor.

"well, it worked before" as she drinks it.

Happily, she begins to shrink down. Much smaller than she wanted, the size of a mouse again, but at least she can now leave. She heads for the front door and manages to fit underneath it. Just as she gets outside the rabbit looks at his watch again and proclaims that he will be late again, quickly shakes dodo's hand and runs off.

"oh no you don't" arcee yells as she makes her way down the front path

She had gone through too much to lose him now.

"excuse me young lady, do you have a match?" dodo asks her as she runs by

"no, I don't but you…it's not…you don't have to…oh never mind" she says before running off

"no cooperation, no cooperation at all. huh don't tell me I can't, can't have monsters about" dodo continued to grumble and mutter as he tried to start a fire with two sticks.

Arcee made it to the edge of the woods where the rabbit had gone. She had seen him a moment ago but now she had a new problem. She was in the forest, but her new size gave her a large forest of grass and flowers ahead of her.

"WHAT THE FRAG!"

OK, so first chapter done. Will work on ch 2 tomorrow. Really like how this is coming out. Hope you guys love the characters in their parts. I love feedback and reviews so please do. Here is the full cast so you know who is who as you read on.

arcee - herself/alice

smokescreen - the white rabbit

ratchet - dodo

bumblebee - bill the lizard

shockwave - the caterpillar

cliffjumper - cheshire cat

airachnid - queen of hearts

megatron-king of hearts/executioner

starscream - knave of hearts

dreadwing & skyquake - tweedle dee and tweedle dum

knockout - the mad hatter

breakdown - the march hare

soundwave - the door mouse

optimus - the griffin

makeshift - the mock turtle

predaking - the jabberwocky

Jack - jabberwock slayer boy

bulkead - the walrus

wheeljack - the carpenter

vehicons - playing cards

various animal - insecticons, predacons and scraplets