Disclaimer: Don't own Soul Eater or Alice's Adventures in Wonderland.

Summary: A Soul Eater take on Alice's Adventures in Wonderland, chapter by chapter of the original book, swapping in characters from SE.

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The library was a quiet and desolate place, a vast chamber of bookshelves and stacks. Dim candle lights flickered, making the shadows dance like at a tribal ritual. Overhead was a skylight, allowing the eternal crescent moon to laugh bloodily at the people underneath. Here was where troves of the most important treasure to any educational institution were stored: knowledge. The walls were filled with endless volumes of leather bound books, tattered scrolls, and even some stone tablets. Of course, not everything was available to everyone. Information of consequence demanded a higher status to be able to handle its secrets.

A dirty-blonde teenage girl sat amidst a stack of checked out books and essays. Disorganized tabs and bookmarks stuck out from the pages of these works, yet the one who placed them there knew exactly what each mark meant. Remarkably, all of the books that had been marked seemed to be done with. What the user was currently working on was a grammatical rules book, specializing on citation.

This girl had no problem checking out books of higher caliber. Using her father's ID—that of a Deathscythe—allowed her to persuade by influence the book concierge to fetch any resource she wished.

The girl slumped over the volume, dark circles beginning to form under her eyes. Yawning, she closed the manual and mumbled, "A rock slab doesn't have an author, title, or date…and I'm not even sure if publishing companies were even there back then."

She shook her head here—of course there were no publishing companies back in the stone ages. Her all-nighter was beginning to get to her. The girl rubbed her eyes and looked at a manuscript of an essay of scribbles that she called her handwriting. She smiled slightly at this; her handwriting was akin to her father's, one of the few things they shared in common. With all the work she had been doing, she had neglected her school work. This assignment needed to be done, and fast—by morning first period it was due.

She rubbed her head, saying, "C'mon, Maka! You have to focus!" She patted her cheeks, did some jumping jacks, and stretched. With some energy regained and blood circulating, she once again sat down at the table and picked up a pen to make the first corrections.

A small creak of a door echoed thought the library, and then a click followed as the door was shut once again. Her pen stopped before it hit the messy page. Maka glanced up, her nerves perked. It sounded like the main doors to the library had opened. Simply glancing around in the dim light did no good. She was about to call out into the darkness just to see who was there, but stopped.

A figure with white hair stepped out of the shadows, crossing the empty floor before Maka. From behind the pile of books, she observed this newcomer. Looking closely, she noticed that he had red eyes, which gave of a strange glow in the moonlight. He was shaggy by all appearances, about her height.

"Soul," she whispered. But what was he doing in the library? He never, ever entered the place unless absolutely necessary. His expression was also a different matter; instead of his 'cool guy' smirk or 'bored guy' pout, he had a grim, almost nervous look on his face.

Perhaps he was concerned about her? After all, he always seemed worried about her over-studying health. Maka was about to stand up and say hello, but stopped. Soul lifted his wrist, exposing the face of a watch in the moonlight. His whisper of a voice echoed though the stacks, "I'm late."

He began walking with haste towards the opposite end of the library, glancing at his watch as the seconds of the night rolled by. Maka's eyebrows converged in concern and curiosity. She stood up—forget the paper, it seemed like Soul was being bothered by something. In her heart, friendship was more important than school. It was cheesy and something she'd never say aloud, but this meister felt this moral to be true.

It was a bit hard to exactly follow where he went in the darkness, but the sounds of his stride were loud in the silence. In this sense using her soul perception ability would be a waste of time, so she did not bother. Maka kept up a silent pace, being careful of her footfalls. It occurred to her that she really not be concerned with keeping silent—they were partners. If he was having late night excursions, she had all the right to know.

She turned the corner of book shelves, whose height enveloped the corner in complete shadow. She rounded the corner just in time to see Soul's figure falling down some sort of chasm in the corner. It was an old, grey well of some sort whose grey stones were brittle with moss and slime. In the back of her mind, she wondered why a well was in the library and why she had never noticed it before. However, another alarm went off in her head and she immediately leapt into the well after Soul, never once considering how in the world she was to get out again.

The wind brushed up at her as she fell, her hair flailing about her head in a wild manner. She cursed wearing a skirt, but felt glad that it was too dark to see anything lest Soul be below her. The well seemed endless. Strange cupboards lined the walls, thousands and thousands of cabinets of the strangest things. She attempted to touch them, but then recoiled at the slimy filth that covered the compartments. Strangely enough, the matter smelled like orange marmalade.

Maka sighed at the fast passing surroundings. Exactly when was she supposedly going to hit the bottom? Perhaps it was morning already. Maybe pulling an all-nighter for an essay was a fruitless attempt especially since it seemed that there was no way it would be finished in time. She grumbled and was about to yell at Soul, wherever he was, for making her miss an assignment. No way he finished his, either.

"Soul, you're gonna pay for making me neglect my essay!" she shouted. "If Professor Stein gives me anything less than a A-, I'm taking those kishin egg souls away after the mission so you don't eat them!" She was going out on a limb here, but Maka had the impression that it was something all weapons craved.

"And then I'm going to steal your head band. It looks better on me anyways," she added, crossing her arms. Still no response. Maka tried to hear ahead of her in the darkness, but it was a bit difficult with the wind rushing past her ears.

So, she triggered her soul perception ability, a trait at which she just so happened to excel. She waited the one second that it took for her scanning wavelength to emit and bounce off neighboring soul wavelengths, sending the signal back to her. It was a process like radar or echolocation, only sing soul wavelengths instead of sound.

She let out a small gasp, and tried again. No doubt about it: Soul was not in front of her falling down the well. Maka narrowed her eyes, cursing the darkness again. What had happened to him? She felt absolutely no wavelength at all. In fact, the only wavelength was of her own. It was a strange and lonely sensation. Normally, there was at least some radiation of some sort from souls that constantly flew around in the air. But this pit had absolutely nothing, like the void was sucking everything into its darkness.

Suddenly, she felt cold and distant. The further she plunged down the well, the colder it became, and the farther removed from the world she felt. The darkness was consuming. If not for gravity's effects, she would have thought she was in the same dark room. The blackness was absorbing. In addition, some sort of smell was becoming more profound. It was acrid and disgusting, like the school's steamed carrots in a can mixed with rotting ketchup. Maka was surprised she didn't puke.

She felt the ground and landed perfectly unscathed on a pile of something squishy and squirmy. It seemed to breathe underneath her weight, as if the mass were alive. Whatever it was, she didn't want to stay; that crawling feeling was licking at her ankles. With no weapon, she still had some power to fight, but within the darkness laid the disadvantage. It was best to flee.

She quickly conducted another soul perception; yet again, there was nothing. She chose a direction in the darkness and walked, only finding that there was one way to head. Using the wall as guidance, she started heading towards its ending where she finally caught a glimpse of an amber colored light.

The moist ground ended, leading to her footfalls to make dry crackling noises beneath her feet. The amber light, on the other hand, did not brighten. Its glow stayed at a mellow gold twilight, but at least its range had increased. The added light gave her the option to peer down at her walkway.

The path on which she was walking were bones of premature length, pale and white, with some muscle firbirls still attached at the tubercules. Processing towards the dim light did the small bones become skinnier and drained, turning into twisted, brown twigs. Some of them even had leaves.

"Now I'm really late."

That was Soul's voice—but from where? Up ahead, definitely, but her soul perception had failed. Nor had she hear his footsteps on the bones and twigs. With that, Maka started sprinting. She rounded the last corner of the decrepit corridor, entering an antechamber. Soul was nowhere in sight.

A row of tiny suns hung from the low ceiling by chains, each in its pitiful afternoon state of trying to fight sleep. For some reason, each looked in pain. Their involuntary drool puddled on the twig floor. To her dismay, the room was full of doors of all sizes. Maka rushed to each of them, to no avail.

She turned, spotting a three-legged table in the center of the room. She wondered why she had not spotted it before, but coming closer to the piece of furniture it appeared to be made out of glass. Perhaps in the dim lighting it appeared clear. Whatever the case, the table was really of no interest to the young Meister. On top of the table was a strange, small, golden tool. It appeared to be some sort of key.

Maka's eyes lit up, and proceeded to test the key on each door. Turned out, the strange device did not work out for any of the doors she had initially tired. On the checking round for her key-prone errors, Maka caught eye of a tattered curtain. At its base of an awful smelling stain on the twigs. Regardless, she pulled back the curtain

The young Meister drew back at first, appalled at sight. A corpse was slumped against the wall, its hollow eyes crying out in eternal agony. The odd thing was that no creatures such as larvae and the like seemed to plague its flesh. Yet for some reason, it still had off a repelling scent. Maka narrowed her eyes, trying to get a sense of what the bizarre place she had stepped in was like. Here was a copse that was rotting but with no rotting agents. But it did not matter, what was nagging her the most was the urge to leave the place. Since up was not an option, it meant moving forward.

Behind the corpse was a very, very small door of fifteen inches. On this entrance did the tool work—the giant key-shaped device matched with the door. She heard the inner workings of a device churn from the walls and a small click. The door opened.

Too bad it was only fifteen inches tall and wide. Kneeling down and sighing in annoyance, she peered through the opening. She felt a cold brush of air on her face; instantly she sniveled. On the other side was a wasteland of glossy black ice, a frozen over mountain range in looming the distance. The it appeared as if a large storm had just ran through; countless trees were frozen and broken, and fresh powder was on the ground.

Seemed like she had a lot ahead for her this night. However, with no other leads, that frozen path was the only way to go. "I need a way to get though this door," she grumbled aloud and looked around the room.

More than likely for such a small door, there was probably another device or something that allowed passersbys to commute from the chamber to the ice wasteland. A second part of her laughed at her logic. Another part of her mused that with so many out-of-the- way things happening, that few things indeed were really impossible.

Maka turned around, ready to search the chamber for any clue to travel though the small door—and stopped in her tracks. On the glass table was a small vile, which had definitely not been there before. She tensed; once again she had not heard, seen, or sensed anything that could have placed the small bottle on the table.

She approached the vile, looking speculatively about the chamber. Trying to be as quiet as she could on the dead twigs and trying to dodge the globs of slob dripping from the suns, she walked to the table once again. Setting the key on its surface, she looked at the new container. Closer inspection of the purple vile revealed it was labeled 'Drink Me' in neat cursive handwriting.

The instant she read the scrawled words, she felt compelled to have a sip of whatever was in the glass. It went against all of her thinking, but the fact remained that she must drink it. Many thoughts went through her mind as she felt her hand lift up the cold purple jar, such as the feeling that whatever liquid was inside could be poison. It was almost an extrabodily experience as she felt herself put the glass to her lips and drink its contents.

She wanted to puke, but still the liquid slipped down her throat. It smelt like bleach and rubbing alcohol, but burned like the acid in one's stomach. She could have sworn that it was tearing away at her throat as she drank. Thankfully, the beverage was only a little amount. She finished and slumped onto the twig and slob ground. She started coughing, feeling like she would throw up her liver if it couldn't process whatever toxins the drink held.

It was then she realized that she had greatly shrunk in size. To her horror, she noticed that her maximum height must have only been ten or so inches. On a side note, this also signified that she was able to pass into the next chamber.

Unfortunately, she had forgotten the key on the table. Cursing herself, she looked aimlessly up at the now giant glass structure. There was no way she would be able to leap its heights. The meister looked around. Perhaps there was something else in the chamber she had overlooked, or maybe she could string together some of the twigs to make a ladder.

Instead, she spotted another glass object underneath the table. It was a box, now about her exact height. Without thinking twice, Maka opened the lid, revealing a rotten caramel apple. It probably used to be of the green granny smith variety, but now disgusting blue fuzz lined the coating like fur, and spewing holes in the fruit leaked a foul brown substance. Like the glass, a small note labeled read 'Eat Me' right beside the tart.

What a strange place in which she was. Maka idly wondered what effects the caramel apple would have. She really did not want to eat it. It could be that the cake would just shrink her again, but it may reveal a new possibility. She eyed the offering; it could end up being her only option, so she decided to take the risk.

Maka reached out a cautious hand and touched the sticky, fuzzy surface. Instantly, spores of mold separated into the air, making her sneeze. Wanting to be away from the disgusting decay, she grabbed a fistful of mush and bruised apple flesh. It was like pulp in her hand, and she felt she could fell the bacteria squirming around inside. The prokaryotes probably thought the apple was more delicious than the corpse.

Maka closed her eyes—and put the sample in her mouth and swallowed, attempting to make it bypass her taste buds. The try failed; she buckled. She felt her stomach heave, her esophagus sphincters revolting, but nothing happened. That was one bad apple.

She felt a strange sensation fall over her, like looking out from an ascending elevator or leaping high up into the air. She realized that her guess was correct—that the apple was there to instigate something. Unfortunately, that something was making her grow at a rapidly alarming rate.

The spurt increased Maka's size to well over nine feet, and she felt her head brush the suns strapped to the ceiling. They swung on their chains, breathing heavily in the way that they did, no longer laughing. They seared her scalp, singing her dirty blonde hair. The suns scowled at her. She covered her head, bending down to avoid burning.

"Now what?" she asked the empty room.

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Okay! That was really description heavy, but Ch1 of the book isn't really action friendly. (Don't worry, I won't have Maka wandering around the place without any action!) Also, Alice tends to talk to herself in this beginning anyways. A lot. And our heroine Maka isn't the ditsy self-conversing Alice type.

Why Maka as Alice? A natural curiosity is a common characteristic.

So, why Soul as the Rabbit? Well, he has white hair and red eyes==he's a white rabbit!

Then, why a well and not a rabbit hole? Because SE is very Halloweenesque, got to keep the creepiness up somehow. Furthermore, wells being linked to the supernatural/the morbid is a common theme in Japanese lore still found in modern entertainment. (Ex: The Ring, Inuyasha, Legend of Zelda)

Jeez, why start off in a library? A tribute to the original children's book.

Review please! This was a pilot chapter, I'll write more as soon as I get the feedback that people are interested. :)