A/N: Because Les Mis is based in 1832 and Phantom is based somewhere between 1860-1890 I've set it after Mme. Giry found Erik at the circus. It should be around 1830's if you think that Mme. Giry was born in the 1820's, and Erik was around the same age as her when she found him.

I have my own problems with the age of the Phantom in each version (I love LND but he would significantly older than Christine and it's kinda creepy when you think of it. In the turn of the century Mme. Giry is like in her 50's/60's and Erik would be too, but Christine is in her late 20's, so there's like a 30 year age difference.)

But I shant harp on that. Éponine is played by Samantha Barks and the Phantom is defiantly Ramin Karimloo. Also, in this version of the tale Éponine's around 18 or 19 and Erik is probably somewhere around 19-21.

~o~

"To the opera tonight?" Enjolras questioned Marius, nudging him in the shoulder.

Marius sat his mug down on the table, "Yes, yes. Sorry I was dreaming."

Grantaire burst out in laughter, "That girl in the park has got in you some sort of enchantment."

Éponine felt a tinge of jealousy at the mention of the girl who had caught Marius' attentions and taken away her chance. "Could I go?" It was her only chance to get close to Marius, before it was too late.

"I do not see why not girl," Enjolras responded as he was fixing his loosened cravat, "Come, Marius stop with your boyish pining and readier yourself for a night at the opera where we can all forget the coming rebellion."

~o~

Éponine couldn't help but see the difference between her appearance and those of the women who were entering the Opera Populaire. They were dressed in the finest gowns with silk gloves and opera glasses; their hair was curled and decorated finely. They were being escorted by handsome men who gave them every second of the attention they deserved.

But, here she was tagging a crowd behind her friends. Her "friends". She knew she was filthy and ragged, it was a far cry from who she used to be. She had grown up accustomed to fineries, evenings going to the opera with her parents. But now she looked no better than that servant child they had when she was younger.

"Monsieur, one ticket for the show please." Éponine asked, smiling up at the tall gentleman at door.

He glanced down at her briefly before speaking to the woman behind her, "Madame it is a pleasure to see you again her at the Populaire."

Éponine looked around, wondering if perhaps the man had not seen her, "Monsieur, a ticket, please."

"Monsieur Molyneux! " The man brushed past Éponine as though she was not there.

"Monseiur, I have to money for the ticket," Éponine held her hand out, revealing the appropriate money. It was all she had, and she was willing risk it on Marius. "Do not ignore because of my appearances."

"Mademoiselle Urchin," Replied the man, glaring at Éponine, "You may have the money but we cannot have such urchins attending our shows. What will the guests think of us letting in the pick pocket sort? Be gone now before I call the gendarmes, to get rid of an issue."

Éponine swallowed hard, fighting the urge to argue. Anyone who can pay should be able to see a show. But she knew that arguing would only end in having to flee from the gendarmes and she was not interested in having to run tonight. "Very well, monsieur."

Her last chance to try to weasel her way into Marius' heart was lost because she was an urchin. She knew in her heart that was why he would never see her. The girl he pined for was wealthy and beautiful, no doubt dressed in the fineries of the day. She would always be Marius' poor friend that he looked at in pity. And she wanted no one's pity!

As she walked back towards the Cafe she noticed the alley way beside the Opera Populaire. Was there some other way in? A stage door? Perhaps someone had left it open and she could sneak her way in. It wouldn't be the first time she'd broken an entry, her father had had her do that many times in her life.

Looking around warily, checking for gendarmes and anyone else who might see her, she darted down the alley way. There were no doors, or windows, but there was a grate in the side of the wall.

Éponine examined it. It looked like some sort of vent for the cellars of the Populaire. The miracle of it all was that the grate had been tampered with already, loosened by another stowaway. With a second glance behind her she crawled through the vent. Her starving figure was once a blessing.

But she wasn't expecting the drop that followed making it through the grate. Despite that it was ground level outside it was a few feet above the cellar ground inside. There was a crate to her left, which she suspected was used by whoever had loosened the vent, when they left the cellar.

There was a scuttle farther down the cellar, "Hullo?" Éponine called as she stood up, looking around her more now that her eyes were adjusting to the darkness. "I do not mean to intrude, I'm just..." She shook her head, was she really talking to ghosts now?

She slowly began walking towards the light at the far end of the cellar; she could even hear the faint sound of music. Was that how you got to the stage? Or perhaps to the seats?

Éponine continued creeping through the cellar, constantly on guard in case she had heard someone else. The music became clearer and clearer as she made her way. But it wasn't an orchestra, it sounded like one instrument – an organ. And for that matter, not one that was performing, the player seemed to be practicing the instrument.

"Hullo?" Éponine called again, as she came to crossroads, the cellar split into multiple tunnels and staircases. "A labyrinth." She removed one of the lanterns from the wall, carrying it as she chose a tunnel. She wasn't sure where she was going, but she was hoping it was the right way.

It was many minutes later when she realised the organ music had ceased and that the path she'd chosen led to a dead end.

The darkness was thick and unnerving to Éponine, it was worse than wandering the streets of Paris in the late hours of the night. At least then you can escape, but this way she was trapped if she wasn't alone.

She retreated back towards where she had come from, but something was different. There was no warm glow coming from the crossroads of the cellar. It was dark around her, her lantern flickering as it was burning to its bottom.

Éponine trembled, "Is someone there? I.. Is this your home? I'm sorry.. If.. Oh.." She was making herself more scared with all this talking to a phantom. Who would beneath the Populaire and not be found?

She felt a rat scuttle across her foot, biting her lip to withhold a scream.

Making it back to the crossroads she was tempted to run back to the vent, giving up her attempts to make it up to the show – but she was too fuelled by the thought of being with Marius.

"Oh, which way should I go?" She asked herself, squinting as she looked from each passage. The flickering light of the candle shone off of something white. Éponine could barely make out what the shape was, until it moved.

"The question you should ask yourself is 'oh why have I come here'." The man's laugh was cold and harsh. Éponine screamed, stumbling back and dropping her lantern – the flame's illumination vanishing.