3/7/13 AN: Sorry for anyone who was expecting a new chapter. I was editing some of the chapters and accidently posted one as a new chapter. Word of advice: don't work while under drowsy cold medicine. I am busy with looking glass so this may not update for a bit. I'll try to toss a short chapter in a few days to give you something but for now don't expect too much here yet.

AN: After a long time I finally update again and I give you a special double update so this and the story Joker's Sacrifice: Cuinn's Past has also been updated. I blame school and finals and projects for the long delay. For my guest reviewers who love how cute this story is, it gets cuter, for now.

Cuinn: I do hope you enjoy.


Chapter 10: Clock Tower Teddy Bear

It was just as Cuinn said. By the time Alice and Cuinn were near the Clock Tower, the sky turned to night.

'I hope Cuinn's right about White not getting mad,' Alice thought.

"Wow! The tower is huge…and cold," Cuinn commented while watching his breath freeze in the chilly night air.

"Sorry. I should have warned you. It's winter here at the Clock Tower. Don't worry it'll be warmer inside." Alice pulled Cuinn along behind her. Cuinn has been holding her hand since they left the amusement park, but the feeling was different, compared to last time he did. This time it felt, as Cuinn was afraid to let go.

'Maybe he's just scared of getting lost again,' Alice thought. She couldn't blame him considering what happened last time. Both felt the change in temperature as they stepped inside the tower. It was still cold but at a tolerable level than outside. Alice led Cuinn up multiply flights of stairs and through a couple hallways until she arrived at a certain wooden door. The crackle of a live fire could be heard behind it.

"Julius, I'm back," Alice said, pushing open the door.

Julius was inside at his desk working on one of the many clocks that were sent to him. He acknowledged Alice with a simple nod before returning his attention to his work.

"Julius, this is Cuinn," Alice introduced. Cuinn smiled at Julius who narrowed his eyes and glared in return. Cuinn flinched under his gaze and hid behind Alice, clutching her dress.

"Julius, stop that. You're scaring him," Alice scolded.

"Alice, why are you spending time with one of the circus performers, especially after what happened last time. There is also the fact that he seems to be close to the Jokers," Julius said.

"Don't worry Julius. He's harmless. You don't have to worry about a thing." When Alice turned around, Cuinn was no longer behind her. He was standing in front of the hearth, holding his hands to the flames.

"I still don't think he should be around you," Julius said skeptically.

"Oh, Alice! You're back."

Alice turned to see Gray standing in the doorway holding a tray with a steaming mug.

"Hello Gray," Alice greeted. "What do you have there?"

"Hot cocoa for Julius," Gray replied, setting the mug on Julius' desk. Julius nodded his thanks before resuming his work. "Who's your friend?" Gray asked referring to Cuinn who was now sitting on the couch basking in the warmth of the hearth.

"Oh, this little guy is Cuinn. Cuinn this is Gray."

"Hello!" Cuinn said sweetly, waving at Gray.

"Hello Cuinn. It's a pleasure to meet you. You're the one from the circus act last week, right?"

"Yep!"

"Interesting." Gray gave Cuinn an analyzing look. He could tell that Cuinn was hiding something, but he couldn't tell what it is. Maybe it had something to do with his mask.

Alice noticing Gray's look, felt worried that he might scare Cuinn and decided to redirect his attention.

"So Gray… has Nightmare been causing you any more trouble lately?"

Cuinn, seeing that Alice was drawing Gray's attention away from him, relaxed. He closed his eyes and continued to bask in the hearth's heat. It felt peaceful. The only sounds were the conversation between Alice and Gray and the faint tinkering from Julius' work. The peaceful atmosphere was settling around Cuinn, slowly drifting him to sleep.

"Wow, it's packed in here," a cheery voice called out. Cuinn opened his eyes to see an unfamiliar man in the room. He wore a brown cloak covering his clothes. Cuinn's eyes were drawn to the mask he was wearing that was much like his own.

"Hi Ace. How are you?" greeted Alice.

"Great as always," Ace replied while setting a brown sack on Julius' desk. He removed his mask revealing chestnut colored eyes. "Who's this?" Ace asked, noticing Cuinn for the first time.

"That's Cuinn," Alice answered.

"You're the one from the circus. It's great to finally meet you."

Cuinn nodded in greeting. Suddenly he became aware of a sound that chilled his bones. Above all the other noise, Cuinn could still hear it, a horrid dripping sound. Cuinn had missed it at first because he was drawn to Ace's mask, but now it was so obvious that Cuinn couldn't understand how he missed it. Ace's outfit was soaked in blood.

It was so sickeningly familiar, that dripping sound. The crimson color was burned into Cuinn's eyes. He could feel a heavy weight on his chest making it difficult to breathe. There was something pressing against his skull, a memory, an image. Cuinn kept turning his mind away from it not wanting to see. He wanted to get up and run but he felt as if his body was frozen in place.

"Cuinn? Cuinn?"

Cuinn slowly became aware of the fact that someone was shaking him. He blinked and found himself staring at Alice's concerned face.

"Cuinn, are you alright? What's the matter?"

Cuinn barely managed to croak out a word. "B-blood."

Alice looked at Ace's cloak. She had become so accustom to its bloody state that it no longer affected her; she simply ignored it. She had no idea that it would have such a severe affect on Cuinn.

Gray, who noticed Cuinn's distress and now knew what was causing it, grabbed Ace by the arm and pulled him to the door.

"Ace, come with me for sec. I need your help with something," Gray said.

"Oh, but you never asked me for help before," Ace replied in his usual cheery manner.

"Just come on." Gray pulled Ace out the door ignoring his protests.

Alice gave Gray a grateful smile as he left before returning her attention to Cuinn who was still trembling. "Are you okay now?"

"Yeah. Thanks Alice," Cuinn replied, giving Alice a weak smile.

"You should get some rest. Julius is it okay if Cuinn spends the night?"

Julius nodded begrudgingly, not taking his attention away from his work.

"Thanks Julius." Alice led Cuinn by the hand down the corridors.

~~X~~

"Alice, which room is yours?" Cuinn asked innocently, staring at the identical looking doors they were passing.

"That would be…this one," Alice said opening one of the doors. Cuinn's eyes lit up behind his mask as soon as he saw the stacks of books in Alice's room.

"You have so many books!" Cuinn exclaimed running into her room. He shuffled through the books, reading the covers aloud to himself.

Alice looked at Cuinn a bit surprised before closing the door behind her. She sat down next to Cuinn as he shifted through the books.

"Where'd you get all these books?" Cuinn asked, shifting his attention to Alice.

"A few belong to Julius, some I am borrowing from the Hatters and the rest I bought myself," Alice answered. "I take it you like books."

"I love them!" Cuinn exclaimed enthusiastically.

Alice couldn't help but giggle. "Do you want to read one?"

"Can I?" Cuinn asked, clutching a book to his chest.

It took a moment for Alice to reply. She can't understand how Cuinn manages to pull such a cute puppy look without eyes, but she knew that if he did have eyes, she would pick him over the puppy any day.

"Sure, I don't mind." Alice glanced at the night sky through the window. 'I should get ready for bed,' Alice thought, releasing a silent yawn. She grabbed her nightgown from her closet and disappeared into the bathroom.

Meanwhile Cuinn move on top of Alice's bed, reading a book about a heroic knight fighting mighty dragons. With each line he read, his eyelids grew heavier and heavier.

'One more page,' he thought.

~~X~~

When Alice came out of the bathroom in her pink nightgown, she was surprised to see Cuinn laid out on her bed, fast asleep with the book on his chest.

'He looks so cute,' Alice thought. 'It won't hurt to have him here for the night.' Alice removed his shoes, hat and the book on his chest. She was about to remove his mask as well, but thought better of it. The mask seem important to Cuinn so she didn't feel comfortable touching it without his permission.

Alice turned off the lights and crawled into bed next to Cuinn. The only light came in through the window from the moon. Without disturbing Cuinn, Alice wrapped the blanket around them both. As soon as she laid down next to Cuinn, he latched on to her in his sleep. She considered prying him off, but decided that she didn't want to risk waking him. Before she knew it, she was hugging Cuinn as well.

'He looks so peaceful,' Alice thought sleepily as she stared at his face. She unconsciously started to rub the back of his head. As she rubbed his head, she noticed a faint ridge on the back of his skull with her fingers. Her last thoughts before succumbing to sleep where, 'How does some one like him get a scar?'

~~X~~

"Alice, wake up it's morning."

Alice heard a voice prying into her dreams. It took her a moment to recognize it as Gray's.

"I don't want to wake up yet," whined Alice not opening her eyes. Right now she was hugging the most comfortable teddy bear in the world.

"I think it would be best if you did," Gray said.

"I can't. I holding the most cuddliest teddy bear in world." Alice proceed to give the bear a squeeze. She was surprised when she heard a squeak come from it.

"That's not a bear."

"Why does everyone say that," whined a small voice.

Alice opened her eyes and was surprised to realize that the teddy bear she was holding was actually a red faced Cuinn. She slowly released him, her face also slightly red from embarrassment.

"I'll leave you two alone," Gray said. He set a tray of food on the nightstand before leaving.

"Um, did you sleep well?" Alice asked, unsure of what else to say.

"Yeah. Thanks for letting me sleep here," Cuinn replied. He touched the mask on his face. "You didn't remove my mask. Thank you for not doing that."

"Is it important to you?"

"Yeah. I know it sounds silly, but when I wear this mask I feel like I have eyes, that I'm not another clock to be replaced at whim."

"That's not silly at all," Alice said, hugging Cuinn. "I just wish that more people thought like you do."

"Thanks Alice. Can I ask you something?"

"Yeah?"

"Am, am I really that cuddly?"

The pure innocence that Cuinn asked that question with, made Alice want to be a little mischievous. "The cuddliest," Alice replied, tickling Cuinn. He burst in laughter, squirming, trying to get free from her grip.

"Stop! I'm ticklish."

"Really? I should test that." Alice increased the intensity of her onslaught. Cuinn surprised Alice when he suddenly hugged her, burying his face in the crook of her neck.

"You're so kind Alice. Thanks for being that way."

Alice felt touched by his words and hugged him back. After a moment of holding each other in peaceful silence, Cuinn pulled away.

"Hey Alice, what territory are we going to visit next?" Cuinn asked.

"I was thinking that after we eat breakfast, that we could go and visit White to let him know you are alright."

"Do we have too," Cuinn whined.

"Don't worry, it's not like something bad is going to happen."

"Then why do I have a bad feeling about it."

"You're just being a little paranoid."

"So you say."


AN: Another chapter done.

Cuinn: Please review and read the other story about me.