Back at Ever After, night fell. Inside the school, Faybelle waited until her roommate, Bunny Blanc was fast asleep, she hopped out of bed. The fairy carefully and quietly placed extra pillows under her covers to make a dummy of herself. She had to make sure she wouldn't get caught.

Bunny's rabbit ears perked up and started to wake up.

Reacting fast, Faybelle muttered a sleeping spell under her breath and shot a bit of fairy dust at Bunny. When the dust hit her, Bunny's eyes fell and she flopped her head back on her pillow.

Relieved, Faybelle flew out her dorm window. She flew as fast as her wings could carry her, darting over bushes and around trees.

Finally, Faybelle spotted Ben out near the bookball field. "So, what's the plan?" Ben asked.

"Simple." Faybelle pointed to a seemingly normal cottage placed on the other side of the field. "Over there is Madame Baba Yaga's office. Inside, there's a pair of red dancing shoes. All you have to do is get in, get the shoes, and get out. Easy peasy."

Ben cocked his head. "That's it? You just want me to get you some shoes?"

"Oh, they're more than just shoes." Faybelle said. "Now, grab those shoes and meet me back out here."

Shrugging, Ben got his watch at the ready and pressed down. His body flashed green and felt his entire being turn to mush.

Well, not mush, but Goop.

"EEEW!" Faybelle squealed in disgust.

"Relax, it's still me." Goop said in his squeaky voice. He morphed into a slimy snake and slipped through the crack of the door.

The first thing Ben noticed about this office was that it was totally weird. This Baba Yaga obviously preferred her decor style to be old school sorceress chic. Old oak furniture was stacked with dust, spell books, and sorts of magical trinkets.

Goop slithered carefully on the floor. Where could those shoes be?

And suddenly, Ben spotted some red string coming from a white box. He reached for the box, looked inside, and bingo! It was the red dancing shoes!

With the shoes in hand, Goop leaped from the window and plopped onto the ground. He transformed back into Ben. "Got 'em."

"Wow! I like a man who works fast." an impressed Faybelle purred, batting her eyelashes.

"Uh, yeah." Ben said, a bit bashful. "So...we done here?"

"Not yet." Faybelle snatched the box. "Phase two of the plan starts tomorrow. So, get some rest." And Faybelle took off.

"Hey! Wait a minute!" Ben called out. "Where am I gonna sleep?!"

Faybelle shrugged. "How should I know? Just turn into a sleeping alien or something. I'll text you in the morning." And the fairy flew back to her dorm.

"Great..." Ben mumbled. "This being evil thing is gonna take some getting used to."

Ben yawned as he walked through the Village of Book End. It's a good thing he knew a place where he would always be welcome. The Wonderland Haberdashery and Tea Shop.

But on his way there, he heard footsteps behind him. He turned and a leg almost kicked him! He jumped out of the way and saw a dark skinned girl in a gold dress with a silver tiara in her dark chestnut brown hair.

Ben was about to activate the Omnitrix. But stopped when he noticed that this girl wasn't really attacking him.

She was dancing. With her eyes closed.

"Hey!" Ben said out loud.

The girl kept dancing.

"Can you hear me?" Ben said a little louder.

But the girl kept dancing.

"Okay, that's it" Ben ran over and grabbed the girl by the arm. "Hey! Cut it out!"

The girl's eyes opened and she gasped in alarm. She looked at Ben in shock and was even more shocked to find herself in the village. "Wh-What happened?!"

"You were sleep dancing. Again." said a familiar voice.

Ben turned and it was Ramona Badwolf. He immediately confronted her. "What are you doing here? Shouldn't you be trying to blow a brick house down?"

Ramona sneered. "Cute. I'm just trying to make sure my roomie doesn't hurt herself."

"Roomie?" Ben turned back to the sleep dancer, who sheepishly smiled.

"Yeah, I'm Justine Dancer, daughter of the 12th dancing princess."

Ben was confused. "12th dancing princess?" He's never heard about dancing princesses. But he had to admit, this girl was quite graceful. If she was that good in her sleep, how good was she when she's awake?

"Yeah, her story isn't that popular." Ramona admitted. "But dancing is just in her, y'know?"

Justine rubbed the back of her head. "I've been helping Ashlynn with her dance recital all day, I guess I couldn't help but sleep dance."

"But enough about us, what about you?" Ramona asked Ben. "What are you doing out here so late?"

"I was trying to find a place to sleep." Ben said honestly. "Now, if you ladies will excuse me. I'm really tired and need some rest. Good day." And the teen walked off.

The young man arrived at the Wonderland Haberdashery and Tea Shop. He knocked on the door and faster than you can say tea and crumpets, the door swung open and there was the Mad Hatter himself.

"Ben Tennyson! Tapping two-ways trickle down, unto fickle upside frown!" the hatter greeted.

Ben paused for a short while. "What?"

The hatter was speaking Riddlish, the maddening and confusing language of Wonderland.

"Oh! My apologies, dear boy! I said; I'm so happy to have you knocking at my door!"

Ben chuckled. The hatter was as friendly as always. "Good to see you, Mr. Hatter. Is it alright if I crash here for the night?"

"Of course not! It's the least I can do for a wonderlandiful friend of Maddie's." The hatter welcomed Ben inside. "Which reminds me, have you seen my little Maddie? I haven't seen her all day!"

"Huh. No, I haven't seen her either." Ben was sure he'd run into Maddie, especially in her dad's tea shop.

"Well, wherever she is, I'm sure she'll be back in time for tea!" The hatter laughed merrily.

The Mad Hatter took Ben to the guest room. It was just as confusing and cozy as Ben remembered. Once the Hatter slammed the door behind him, Ben flopped upon the soft bed.

Ben looked up at the ceiling. It was a dizzying checkered pattern. He thought back to his apparently evil deed. What's the deal with those shoes? And why does Faybelle want them?

And...was this really going to help him?

A hard feeling in Ben's heart was starting to form. Could this be guilt?

Ben knocked that feeling out of him. This was for the best. He had to change in order to be a better Ben. So he closed his eyes and went to sleep.