A/N: I started writing this story back in 2005 when the movie was still in theaters. I wrote the story in a small notebook. I always enjoyed the concept and wanted to finish it but never had the inspiration until 2009 when I copied it onto my word processor and seriously sat down with it again. I made more progress but it still wasn't complete. Just this year just this past week, October 2011, I read through it again and ideas came to me.

Started: 2005

Finished: October 2011

Lily Rose was brought up to hate the man who caused her father to loose his job and cause hard times for her family. Everything fell apart when she was 8. Now 6 years later at 14 years she had an opportunity to make him loose, hopefully, as much as she had lost.

She knew where to find everything: 4 vials for the samples, secret recipes and invention designs. Armed with a map that she studied very well of the inside of the factory she prepared for that night. She dressed herself in raggedy looking clothes and disheveled her appearance enough to look like a homeless child. That would be her safety net if she got caught. Then Mr. Wonka would take pity on her, his guard would be down and he would trust her.

She decided one stormy night to slip into the factory.

She searched in the diffused glow of the security lights for her first target room. She found that many areas had been changed. The further she went the more she discovered. She had been in there for more then 2 hours because the factory had been remodeled in some areas and certain rooms where in different places. Everything seemed to be going off with out a hitch. All was quiet with the bright colors that cast a gloomy light and no one was in sight. Mr. Wonka was probably in bed. She looked down at the list thankfully when she saw she only had one more thing to get.

She was startled as a voice came from behind her. "Hey, little girl," he inquired in a high pitched tone. "What are you think you're doing in here?" She turned and stared him up and down. He was wearing a mostly red paisley shirt, black trousers, dark brown moccasins that looked very comfortable. Her eyes wondered again to his paisley shirt that was un-tucked and unbuttoned at the top just a bit.

"Mr. …Wonka?"

"Yes I know who I am. Who are you?" His voice brought her eyes to his face, his very pale face and bizarre Dutch boy hair cut. "Very rude to stare open mouthed child. Speak."

"Oh I'm sorry," she said snapping out of her mental musing. "I have no home. I have no one."

Mr. Wonka opened his mouth as if to speak but then stopped and raised his eyebrows. He observed her attire. A dark green cloak with black and white striped stockings covered by a long black skirt. She had long curly hair the color of chocolate and sapphire blue eyes.

"No one, really," he said thoughtfully.

"Please don't throw me out sir. It's raining awfully hard and I just wanted shelter."

He took a few steps closer and bent down. "You're deep in my cavernous factory for just waiting out the rain."

"…Sorry sir." His eyes where a deep shade of, what is the color…Violet. Astonishing. "Curiosity got the better of me."

He turned away. "My factory is a curiosity, isn't it? Ever since it's been closed to the public."

"Yes," she agreed.

He started to walk away. "Come along."

After a few steps she looked to him and asked, "Where are we going?"

Keeping his face forward he asked, "Where where you going?"

She didn't know why but she found that response question really creepy. "I- I dunno."

"I didn't catch your name," he inquired.

"Lily, Lily Rose."

"And Lily Rose, how long has it been since you had something to eat?" She thought up a lie quickly.

"2 days."

"Dreadful, how the world could let a little girl be all on her own with no one to help her. We shall eat then."

"I couldn't…-"

"Come along. It will do you good."

They settled in a room with a checkered floor, a table and chairs.

"Sit," he told her and walked across the room. It looked like he took something out of a fridge and put it into a small device, pushed some buttons and in a few minutes came out hot, very hot.

He took a seat across from her, speaking while they ate. He happily told her, "I was going to turn in for the night but, since you're here I could give you a tour. I never get any company."

"But Mr. Wonka, I was under the impression that you didn't want any company."

His smile gave way to a darker look. "You're just a little surprise then aren't you?" She looked to the side a little uncomfortable thinking of something to say to lighten the mood.

"The food's really good. Thank you." She looked to him. "Thank you very much." He wore a small smile.

"How old are you, Lily?" he asked.

"Just 11 sir."

"How long have you been…homeless?"

"I don't know. I don't really pay attention to days anymore. 2 months, I guess."

"What caused you to become homeless?"

"My mother was ill for a year, and then she died. Not being able to cope, my father lost his job and his health took a turn for the worst."

"That's a dreadfully sad story. No other family?"

"I came from a very small family, my mom and dad where only children and so am I." Desperate to take the spotlight off of her she asked him, "What about you Mr. Wonka, what about your parents?"

"My parents where gre-." He zoned out, having a flashback. She looked up at him. "Mr. Wonka?"

"How about those Cannonberry Caramels? I hear they are appallingly hard."

His strange sudden change of conversation made her eye him. "I wouldn't know sir. I've never had one."

"See to it that you don't."

She laughed softly. "Ok I won't."

After dinner, he took her on a tour. He explained various things in much detail and other no so much but all very enthusiastically. After a while she was starting to get tired. She yawned. "Goodness Mr. Wonka, I thought you were going to bed hours ago." He turned to her all smiles.

"I was but seeing that I had a visitor slithering up and down my corridors seemed to just jolt me awake, ya know?"

"I'm getting really tired."

"Don't let your pretty head fall asleep just yet." He showed her a few more rooms.

Then they stepped into the always so convenient glass elevator and suddenly appeared where they had met.

"Thanks for the tour. I know so many kids would've loved to se it. I should go. I don't hear the storm anymore."

He looked away from her smiling. "How 'bout you stay here tonight?"

She hesitated a moment. "It wouldn't be right of me to stay any longer. You've been too kind." She smiled. "I couldn't."

"Sure you could. There's nothing but the cold dark night out there, and it's all warm and fuzzy in here." He beamed in her direction.

She wasn't sure why her smile left her but something seemed off. He was being kind, but still. "Ok sir, if it's not an imposition."

"Good then. Such a polite one you are." He walked up to her and touched her chin lightly. "I like the respectful ones," she licked her lips then swallowed. He walked passed her. She followed him to her room, figuring she could just sneak out later.

She reluctantly concluded she had to get back home. She felt stifled with guilt. He was about to leave her room for the night when she spoke.

"Wait." She said softly.

"Yes?" He turned. "What is it my little Twizzler?" She couldn't help but giggle at those words. The way he had made her feel, she never imagined she could feel guilt like this. She walked up to him and looked up at him smiling. He looked down at her with a small smile. After a few moments, she suddenly wrapped her arms around his waist and hugged him. His smile left him and he stiffened.

"You're ok Mr. Wonka." She pulled away and he tried to relax. "You've been great, and this place is amazing. Thank you for the tour and the dinner and for letting me stay for the night." She blushed. He lifted an eyebrow at her in surprise.

"I don't want you to think of me as getting fresh with you Mr. Wonka, but you have the most marvelous violet eyes I've ever seen."

Both of his brows rose. "Really?" he said, thoroughly surprised by her complement. He nodded and turned to leave. He turned around and blurted out, "Who are you really?"

Her expression was a like a dear caught in headlights. She was quiet, shocked by his question. "Just a girl." She looked at him suspiciously. Why would he ask her that? He stared at her. "Just a girl who was curious and had no place to stay in the pouring rain."

He looked down then looked at her. "I thank you for not touching anything, for not disrupting anything." He turned to leave throwing over his shoulder, with a voice full of warning "Certain things can happen to those with no…respect."

She went down the long hallways from room to room searching for the right rooms to return the stolen items. After spending time, too much time. No time, no chance to put everything where it was with out getting caught and drawing suspicion.

Walking down a corridor, she came to the door of his study. Quietly creeping in, she headed over to his desk. She slipped the papers along with the 4 samples in the vials onto his desk. She thought about leaving a note but decided against it. With guilt she felt she could never look him in the face again.

I better go. She thought to herself. She felt bad about not saying good bye but she couldn't because of the story she told him of her being a homeless and she thought he wouldn't want her to leave.

A Way Out

She began to look for the way out of the factory. Back through the gum room, the taffy room which had many doors. She went through the one she thought was right. She navigated her way in the quiet, through at least five rooms. She sighed and looked around, gasping suddenly when a short figure appeared to the side of her.

"Oh, I didn't see you there," she said.

"Are you lost?" The small humanoid figure asked.

"Why yes."

"I'll tell you the way." He smiled and gave her clear directions but as he went on they got more and more confusing. She thought to herself for a moment after he was finished and decided to make sense of what he told her and be on her way.

"Thank you, you're very kind," she replied and turned to leave.

She ran the directions over and over in her head seeing where they would lead her. She walked and walked some more. She kept getting more and more lost and confused. As she crept from room too room, it was like things kept changing, rearranging themselves. It was like this monstrosity of a building was trying to trap her.

She got a creepy feeling that somehow he'd found out about what she was really up to, about her stealing from him and wanted revenge by freaking her out. She moved faster then. How will I find the way out, find someone to ask? She thought to herself, frustrated. Just then a group of 6 small people stepped out of the woodwork in front of her.

"H-hello." She greeted surprised.

"What are you doing?" One of them asked.

"I- I need to find the way out." She studderd.

"A little girl like you shouldn't be wandering the factory this late at night." Another one said.

"I know. Could you tell me how I can get out of here?"

"You should not be here." Yet another one chimed in.

"Could one of you help me please?" She asked desperately.

"Did our master tell you that you could leave?"

Frustrated, she then fled from them. Those beings gave her an uneasy feeling. She was frustrated and very nervous. That last thing they asked her was all she needed to know. She wasn't going to get out unless he let her out. It made perfect sense. The place was magic, dark magic. Wonka was the magician. Her only other choice was to seek him out and tell him to let her out.

"Mr. Wonka! Mr. Wonka!" She shouted in her left direction then her right.

It wasn't long when she saw him pass a doorway she was heading towards, she gasped and froze for a moment, contemplating very seriously if she wanted to speak to this man. A resounding 'no' filled her mind as he crossed the doorway into her sight.

He aimed a serious expression at her she closed her eyes and felt faint. "What are you yelling about in my factory so late at night?" he said as if her where scolding a child. He grabbed and told her. "I thought I put you to bed."

"I can't find my way out." He didn't answer her. She didn't put up a fight, thinking he was escorting her out.

He took her into the room right across the way. A large room, was very dimly lit, maybe 4 low beam lights. He took her down a small staircase. Everything was happening so fast she didn't even say anything. She saw herself being pulled towards a pit, a large black hole in the middle of the floor. Then she started to twist out of his grasp and panic.

"What, what are you doing? No, no no no no no."

He stopped. It was there that she stopped struggling and looked him in the face. She held the front of his shirt in a vice grip as he held her by the wrists at the edge of the pit. Wearing a vague smile he asked; "Wanna know where this pit leads little girl?" She shook her head. He peered down at her he raised his eye brows and widened his eyes. "To the incinerator."

His expression was purely devilish and she started to shake. "Look, I'm sorry I bothered you. I'm sorry I-I swear. You don't want to do this."

"No dear I think I do. For if this moment was a candy it would taste like my famous strawberry flavored chocolate coated fudge, and I love my strawberry chocolate coated…fudge," he finished longingly. After a forever of watching her cower, he threw her to the floor. She hit the floor with a thud and crawled backwards as far away from the pit as she could get. As soon as her back hit the wall she realized Mr. Wonka was no where in sight. Then she heard his voice like it was on a PA system.

"If only…I could throw them all in the incinerator." She looked around wildly then fled the room.

She ran down a long hallway then another. At the end she found a large billboard with a map of the factory on it saying 'you are here' and pointing to where she was. She memorized the nearest exit and took off towards it.

Running, glancing behind her, her mind struggling to find a way out that the map had shown her, but it had been a dead end. She had thought maybe she had taken a wrong turn so she back tracked but to no avail.

Looking ahead she froze as she discovered who was in her path, the unnerving eccentric candy maker. He was dressed differently now. He had on a long red coat with a top hat. She stopped in her tracks, from exhaustion and exasperation.

"Why are you doing this?" She stepped back. She continued with, "What do you want? Let me out of here, please." She tried to stay calm.

"How do you like it….How do you like my factory?"

"It's like it keeps changing. I want out."

"Then where would you go? Hmm?" He looked at her out of the corner of his eye. "Out into the cold dark night?"

"Yes." She breathed. "I want to go."

"You have nothing more to tell me?"

"No, only that I wish to leave."

There was a pause. "Very well. Before I escort you out of my fantastical beloved factory, I was very much hoping you could sample some of my most recent development and tell me what you think.

The request seemed simple, she'd do it and he'd let her out right? She didn't trust him, her back against the wall.

With a sly smile he gently wiped the melted chocolate on her bottom lip. It was as rich in taste as his red garment and as flawless as his pale skin. His facial expression grew more and more serious, deathly serious. She felt dizzy. She tried to move away from him, turned to flee but brushed against the wall to keep her balance. She felt like she was in a dream, running so fast feeling so tired but moving so slow.

She looked behind her only to be caught up effortlessly into Will's arms. She whispered, "No." He looked into her eyes. "Put me down. What did you do to me?" She asked quietly.

She tightly closed her eyes and tried to get a grip. She felt so tired like she was about to slip into unconsciousness. She fought it and wondered if that's what it felt like to die. She clenched her small fist and absent mindedly a handful of his red velvet coat.

He looked down. Her eyes where closed. An alien thought crossed his mind. They headed towards the glass elevator. With the push of a button they jolted towards their destination.

She opened her eyes when he lied her down. "I'm going to ask you a few questions." She felt weak like she had to almost fight to stay awake.

"I...I feel so weak, I can barely move." She said slowly.

"The drug will only make you more…agreeable. Tell me what you know."

"Why did you come here?"

"Six years ago, your factory closed leaving my father jobless and my family homeless. My father said you blatantly accused him of stealing."

His eyes grew wide. "But he did?" He accused more than asked.

"Yes."

So, I have the daughter one of those creeps who everyday tried to steal my life's work and sell it to one of those copycatting candy making cads.

He smothered her with a look of curious wonderment.

"How did you do it? You took specific items as if you knew how important they were to me."

"Two years ago the Maxins took my family in. They asked me if I wanted to get back at the man who fired my father, fired them all. Not only get back at him but bring him completely down. They gave me a map of the interior of your factory, certain products, how they looked. With my knowledge I was able to find much of the needed information despite the fact that many of your rooms have been relocated or redone.

Moving her robes aside he took another look at her body, 'Not quite a child's' body,' he thought to himself.

"How old are you, really?"

"14."

"You look like a child, hidden underneath all those rags."

"That's why it was perfect. On the chance that you'd see me wandering your factory, you'd mistake me for a child and all the innocence that implies. Then playing upon your pity, I'd tell you my story."

"And I wasn't the wiser," He finished. He went to leave turned back around. "Did you really mean that thing, that thing you said about my eyes?"

"Oh yes you do have marvelous eyes and beautiful flawless skin. A long soft velvety coat and a sexy top hat. A perfect smile and lips that I bet taste just like-"

"Ok," Mr. Wonka squeeked. "That's enough."

She looked hypnotized. He rounded her then walked out of the room, shutting the door behind him.

It was late. The drug that made her weak eventually put her to sleep. She would wake up early the next morning. The events of last night, like a bad dream in her mind.

The next morning, a shudder went through her as she looked about the strange room. She wanted to go home but found the door locked. She looked around the room, finding a letter opener, something she could use as a weapon. She put it in her stocking. There were no windows no other doors. She did notice a heavy looking stool. She picked it up and smashed it on the doorknob hoping to break the knob and open the door. She smashed it against the knob 4 times before breaking it.

She rushed down the corridors. Turning around a corner she saw him coming about 30 yards down. She turned back around and hid herself against the wall hoping she wasn't seen. He rounded the corner.

"Good morning starshine," he greeted apathetically. He kept walking she ran to catch up.

"You drugged me. How dare you! Let me out of here." He ignored her. "Hey! I said let me out."

She pushed him against the wall and poked the letter opener at his torso causing him to gasp. "Take me out of her now." she said through clenched teeth. "Or I swear I'll stick you."

Licking his lips and raising his brows he said, "That's not a very nice way to say good morning."

Then he twisted the letter opener out of her hand, thrust her against a wall and used the top of his cane to roughly push her chin up to look at him. His eyes narrowed as he said, "If you do anything to me," He leaned in close, very close. His lips almost flirted with touching her own as he continued to speak. "My little helpers here will throw you in a vat of chocolate, cook you and wrap you and export you to your hometown, k?"

Hours later she was getting weary of trying to find her way out. Seeing Mr. Wonka, she approached him and sat on a nearby couch.

"They wanted to steal from me," he stated without looking up.

"What are you going to do?"

"I could steal from them…" Mr. Wonka mused.

"What?"

He looked around the room purposefully and then his eyes settled on her. "You," he looked to her with a small smile.

"You can't do that."

"Can to. Watch me." He rose to his feet daringly. She just stared.

"That's ludicrous," she said blankly.

"But still a fact," he smiled widely.

Her eyebrows furrowed. "That's impossible. They know I'm here, they'll come for me."

"What you don't realize is that," he said seriously. "No one can touch this place."

She got to her feet as well. "I slipped into this place unnoticed and I touched many things," she said daringly.

He made a childish bratty face at her, "Know what?" He smiled. "You've seen my spies." His smile vanished. "They've seen you. There's little that goes on in this place that I don't know about."

"You knew all along? She asked appalled. Why didn't you say anything?"

"I was curious. I wanted to see what you would do and how you'd do it. You were so bold and daring, lying to my face when you were stealing from me."

Tears welled up in her eyes. "The people outside painted you to be an unfeeling, inconsiderate, self centered, insatiable but brilliant recluse. I didn't know. You took care of me, gave me food and a place to stay. I didn't know you were so kind."

"That's where you're wrong," he spoke seriously. "I'm not very nice at all."

"Yes you are. That's why I couldn't do it in the end. I couldn't steal from you. Can't you see?"

"I played you as well as you thought you played me. Can you see that?"

She shook her head even though what he was saying was becoming believable.

He walked up to her. "If you continue to be insolent-"

"But I'm not insolent, I gave everything-"

He slapped her. "It's very rude to interrupt. Like I was saying, if you sass me, be unsavory, try to leave or touch anything, there are incinerators, choppers, blenders to get you out of my hair." He left her shaking with tears running down her face and angry that he had struck her.

"Why don't you do it now? I don't want to stay here one second longer!"

He threw over his shoulder. "That's precisely why my rotten snozberry, precisely why. Enjoy detention!" He sauntered off. "My presumptuous vengeful little brat," he whispered to himself.