A/N: This is my first attempt at a songfic. This is written in the Cheshire cat's POV. It's short, but sweet.

Disclaimer: I don't own AMA nor do I own the song 'Nothing Else Matters.' Metallica does.

So close no matter how far
Couldn't be much more from the heart
Forever trusting who we are
And nothing else matters

As I sit in a dark corner of her asylum room, I stare at her unmoving body. I give a sigh of regret and remorse for having dragged her into a hellish nightmare with me. I make my way to her bed and even though she does not see me, she knows that I am here. She turns her head to reguard my invisible form and smiles.

"Do stop blaming yourself, cat. You had no way of knowing that the red queen would turn Wonderland into a living nightmare." Alice said.

I stared at her in shock. I know she is right, but I I still can't help but feeling somewhat guilty, as if I were responsible for her being in this hellhole. I lay my head on her stomach and make myself visible to her. Tears well up in my eyes and roll down my face. Alice reached out and brushed them away.

Never opened myself this way
Life is ours, we live it our way
All these words I don't just say
And nothing else matters

"Don't worry, cat. I'll get that queen for what she's done to all of us." Alice said.

I can only look at her. My mind races with thousand thoughts and questions, while my heart struggles with the anger and vulernablitiy I feel. I've never shown my true emotions to anyone, expect Alice. She's the only one who see me for who I really am. I bear a joker grin and talk in insane riddles, but she sees past all that, and sees how scared and depressed I really am. I dare not show these emotions to anyone in Wonderland, else it may be used against me.

Trust I seek and I find in you
Everyday for us something new
Open mind for a different view
And nothing else matters

I close my eyes as she begins to scratch behind my ears. I sigh and begin to purr. As open as I am with Alice, there is still one thing that not even she knows. It kills me to hold it inside. How I long to tell her, but I fear what her reaction may be if I do. Alice tilts her head at my thoughtful experssion.

"What are you thinking, cat?" Alice asked.

I do not answer for a moment. I realize that if I don't tell her if I could lose her forever, but I could also lose her if I tell her. I sighed. Either way, I am at risk of loss.

"Alice, there's something I need to tell you." I said.

"What is it, cat?" Alice asked.

I took a deep breath and sat up.

"Alice, for years I've special feelings for you. More than a friend would feel for another friend." I said.

Her eyes grow wide and her jaw drops. I close my eyes and brace myself for a slap or a good yelling. Instead, I feel two slender arms wrap themselves around me. I looked up to find Alice smiling down at me.

"Cat, were you afraid I was going to be angry? Come now, don't be so foolish. I could never be mad at you or hate you." Alice said.

I sigh in relief . I snuggle my head against her chest and close my eyes.

Never cared for what they do
Never cared for what they know
But I know

"Thank you, Alice. I'm sorry I waited so long to tell you. I was just afraid of you what you would think. I'm sorry I doubted you." I said.

"Don't worry about it, cat. I must admit, I'm rather surprised, but I'm glad to know that someone loves me the way I love them." Alice said.

I looked up at her in shock. I could not believe what I was hearing. Did she just say what I think she said.

"Alice.. I." my voice trailled off.

Alice just smiled and scratched me under my chin. I couldn't help but close my eyes and purr. I layed my head on her stomach again and she giggled.

So close no matter how far
Couldn't be much more from the heart
Forever trusting who we are
And nothing else matters

"As nice as you are, and with a beautiful voice like yours, it's a shame that you're a cat." Alice said.

I opened my eyes and look into hers. I am at a loss for words. A tear rolls down my cheek, then out of nowhere, I find myself in a shield of golden light. I floated up from Alice's bed and I can see that shocked look on her face.

~What's going on? What's happening to me? I feel so strange, as if I'm changing.~

Never cared for what they do
Never cared for what they know
But I know

I closed my eyes as I am overwhelmed by the warm, positive energy of the shield. I feel myself begin to slowly spin and my body slowly changing. When the spinning stopped and the light faded, I heared Alice gasp in surprise. I open my eyes and am also surprised to find that I'm no longer a cat. Fortunately I am also fully clothed. I slowly drift back down and walk towards Alice. I nearly tripped over my feet. I let out an embarrassed chuckle and make my way back to Alice's bed.

"Cat? Oh my god, I can't believe it!" Alice cried.

"Neither can I." I said.

Alice got up from the bed and wrapped me in a tight hug. I wrapped my arms aruond her waist and hugged her back.

Never opened myself this way
Life is ours, we live it our way
All these words I don't just say
And nothing else matters

"Alice, I love you." I said.

Alice looked up at me and smiled.

"I love you too, cat." Alice said.

I smirked at her.

"I'm not a cat anymore, dear. Guess it's no longer a shame, huh." I said.

Alice blushed and I laughed. I bent down and kissed her. She wrapped her arms around my neck and let out a soft sigh of happiness.

Trust I seek and I find in you
Everday for us something new
Open mind for a different view
And nothing else matters

A few minutes later we pulled apart and smiled at eachother.

"You're right. It is longer a shame, now it's a miracle." Alice said.

We laughed And nothing else matters. It was true. I could certainly think of no better way to put it than a miracle. Alice leaned her head against my chest and let out another happy sigh.

Never cared for what they say
Never cared for games they play
Never cared for what they do Never cared for what they know
And I know

"I've always loved you too, cat. We'll always have eachother and as long we do, nothing else matters." Alice said.

So close no matter how far
Couldn't be much more from the heart
Forever trusting who we are No nothing else matters


A/N: Well, there it is. I hope you liked it. I was listening to the song last night while reading the casebook that came with the game, and got inspired to write this. I can't seem to get enough of Alice/CC get togethers. R/R.