Author's Note: Been a while since I've updated this and it's mainly because of my working on Unnoticeable, trying to decide which direction to take the story in. So, I have to thank you for being patient and amazing and I actually couldn't decide on who was going to be next.

I bounced between a few different characters before I settled on this one, because I thought the premise to be funny and tragic at the same time. I started by asking myself this question, 'what would happen if someone fell down the rabbit hole and simply never made it out?'. I don't know if that's interesting to any of you guys but I certainly found it interesting, so I really hope you guys enjoy this one or at the very least, find it fun.

In this, I've actually based Spidey's appearance on an actual incarnation of him. Look up Spider-Man Fairy Tales and check out the first issue, that's the guy I drew inspiration from. Oh and also, he's going to be part of the upcoming Spider-Verse event, how cool is that? A fairy tale Spidey interacting with a bunch of other incarnations, awesome! Oh and this Alice is heavily based on the classic Disney animated version of her, I could never get into the Tim Burton stuff.

Disclaimer: Spider-Man and all related characters belong to Marvel and by extension, Disney. Alice in Wonderland and all related characters and concepts also belong to Disney, I own nothing but the premise.


Alice Liddell (Alice in Wonderland)

Making her way through one of the many winding, twisting paths of the godforsaken forest she found herself in, young Alice was soon right back to where she started. Standing at the very same tree she had been standing at previously, right before she had broken down in tears and a very peculiar Cheshire Cat gave her some confusing advice.

The teenager was tired, completely stressed out and quite possibly losing her mind. Alice was positive that she wasn't going to get out of the forest, no-one was going to help her or lead her out or even tell her. Was that so hard? To help a clearly upset girl, who was obviously lost beyond belief?

Alice had found her answer, as horrible as it was. There was no help, no saving grace in such a twisted shadow of reality. Where even was she? She still hadn't even figured that out yet, though a dream seemed to be the most logical answer. Better yet, make that a nightmare.

With her sky blue and dirty white dress torn and shredded, Alice once again collapsed by the side of the tree, feeling the exact same uncomfortable solidity pressed against her back. It was hopeless; there was no way out of the forest maze, no answer to the unsolvable riddle. She may as well as have been dead, such a grim thought clearly exuding her dim mind-set.

"I've had it; I've had it with every single thing in this place. I'm sick and tired of asking for help and being led in complete circles, but… perhaps that's just nature's way of telling me to leave well enough alone." Alice mumbled as she pulled her legs up to her chest, her brilliant blue eyes tearing up for the smallest of moments.

Before they slammed shut, and she buried her head in her knees. She had to wonder just how many other souls had lost their way in such a place, wondered off the beaten path and never made it back home. Fell down the rabbit hole, so to speak. Would she become just like them? Would she lose her mind just like everyone else she had met?

As the tears continued to pour, it was a harsh reality in such a surreal place she had to face. She'd never see her sister again or her dear cat, Dinah. She'd never feel the warmth of the sun, the pleasant wind on her fair skin; it just wasn't meant to be. Alice would end up as one of them, out of her mind and dragging other unfortunate individuals down with her.

But as she continued to cry, with her thick blonde hair draped over features, she failed to hear the minute creak of wood as a tree branch above her bent with weight. Though, Alice knew when she was being watched. It was a very weird feeling, having someone's eyes roaming about on her without her knowledge.

So, gently raising her head, Alice was caught by sheer surprise when her eyes fell on said person watching her. It was hard to describe, what she was seeing. The girl couldn't quite paint a picture of it, just that… it was a humanoid figure. A kind of hazy, shadowy black body, accompanied by two intensely white circular eyes. And it seemed to be hanging upside down, whatever it was. From some kind of stringy, white substance, wrapped and woven within its individual fingers.

The genuine puzzlement and difficulty she was having, just trying to decipher and guess what she was staring at, had even halted her tears. Alice was so preoccupied with this new thing, with its head tilted in question, possibly confused as to why she was so upset. And it didn't frighten her at all, unlike most of the other things she had come across during her time in… in… wonderland or some such nonsense.

"You're crying," it spoke, or rather he spoke according to his voice.

And what caught her most off guard was how young he had sounded, right around her young age. "Yes," Alice mumbled, wiping away what remained of her tears.

Though, what happened next, the girl had not been expecting. The shadow adorned stranger moved a hand, revealing he had something in his possession. And when Alice finally realized just what he was holding, she had to run her hands through her thick locks just to be sure.

The stranger was holding her headband, the blackness of its colour making it almost impossible to see in his hand. "I thought it looked nice, I didn't mean to make you cry." The shadow remarked, throwing it back to the girl.

Alice caught it with both hands, placing the accessory back within the thick of her hair. "You didn't upset me, though I'd have been angry had you just sauntered off with my headband. That's a very cowardly thing to do, stealing from a girl." She scolded him, sighting his cluelessness on the matter.

Once more, he titled his head. "You're a girl? What's a girl? Is it some kind of a fish?" He questioned, prompting a gape of the mouth from Alice.

Recovering herself from the ridiculous question, Alice stood on her feet as she brushed her dress down. "You don't know what a girl is? How long have you been here?" She queried, watching with growing curiosity as the figure slowly began to sway like a pendulum.

"I don't know, I can't… can't remember." He muttered, content not to think about such things.

Alice gave him an inquisitive look, as though she was trying to figure him out. "Sorry to be so blunt but… what exactly are you? You're nothing like anyone else in this place; they've all lost their minds." She pointed out, having only been hindered on her journey so far.

The shadow cocked its head once more, still continuing to swing from side to side. "What if you're the insane one and everyone else here are in their right minds?" He posed, almost hypnotizing Alice with his consistent swaying.

She folded her arms with a scowl, confident that she was the right one. "I'm quite sure that I'm the sane one, thank you very much. So, if stealing my headband was all you came here to do, I'd like you to just be on your way… whatever you are." Alice countered, shoeing him away with her hands.

The figure simply stared at the movements, not bothering to heed her words. "We look very similar, don't you think? What if I'm a girl, like you?" He quizzed, prompting Alice to arch an eyebrow and try her best not to crack a smile.

"You're not a girl; girls aren't nearly as rude as you are. You're a boy from what I can tell, for reasons too obvious to point out." She answered him, causing him to completely halt his pendulum motion.

The hanging shadow suddenly fell, flipping to his feet like some kind of a circus acrobat. "A boy… what's a boy? Is that like… the opposite of a girl?" He pestered her, standing to his full height.

He easily towered over the teenager, and despite being closer, Alice still couldn't deduce what he was. "It's exactly that, yes. But please, I don't have time to be answering any of your silly questions; I have to get out of this dreadful place." She brushed him off, storming straight past him as he turned.

"Uh, I wouldn't go that way, girly girl. Hey! It's dangerous! I don't want to have to throw one... one of those things at you!" The silhouette called after her, pointing at one of the many apples hanging from the surrounding trees as he watched Alice walk on through one of the maze-like forest paths.

Without turning, she rolled her bluer than blue eyes. "Don't even start; I've just about had my fill of advice from strangers. Particularly, strangers that are out of their minds." Alice warned, venturing off on her own.

That was before the shadow appeared directly in front of her, by way of once again hanging upside down. "No, I mean it; you'll only end up getting lost. Hey! What if I lead you out of the forest?" He suggested, a flash of lightning practically striking his brain.

Alice had to stop, or else she risked running into the persistent new thing. "Why on Earth would I fall for that again? You're just like that awful cat, the one with the Cheshire grin. You'll just keep leading me in circles until I become one of you and… I don't want that to happen, I'd much rather find my own way out. So, if you'll be so kind as to move aside, I'll be on my way." She requested, though her words more or less hit a brick wall.

The shadowy stranger refused to move, simply happy with staring at her. "The grinning cat? Yeah, big mistake. I made the same stupid decision back when I was lost… here… oh, that was… strange. Was I just saying something? It's funny, now I can't… quite… remember." He dawdled on, but his words revealed a startling revelation.

Alice almost immediately regretted her mistreatment of him, it was now apparent that he had been lost there too. A poor boy, seeking advice and directions, just like her. Her expression lost its frustration, simply turning to pity. Pity for an unfortunate lost soul, who hadn't quite made his way out of the nightmare they now shared.

"I—yes, that would… that would be very helpful. Do you know the way out of here, the forest I mean?" Alice inquired, her tone losing its impatience and being replaced with gentleness.

He nodded, quite rapidly too. "I know the ins and outs of this entire place, that's why I never get lost, not anymore. So, forget mischievous cats and short men with hats, bouncing late rabbits and caterpillars with bad habits. I'm here to help, Miss girly girl, so climb on board and let's go for a whirl!" The acrobatic enigma sang, surprising Alice with his marvellous wordplay.

She beamed and clapped, finding the small rhyme to be oddly endearing. "Oh, you rhyme! That was simply lovely," Alice complimented, though it seemed to be lost on the stranger.

The shadow scratched at his head, one large eye squinting in confusion. "What uh—what's a rhyme?" He dumbly pondered, prompting Alice to heavily sigh and question her choice of following him out of the forest.


Author's Note: So, feel free to let me know what you thought of it or if there's anything else you'd like to say, I'm all ears!

In other news, anyone super excited for Batman V Superman: Dawn of Justice now that we've gotten a look at Batman, Superman and Wonder Woman? I know I am! Man, Comic Con was absolutely full of awesome news, huh? Avengers: Age of Ultron, Ant-Man, Interstellar, the list goes on! So tell me, what left you guys feeling the most excited this year? Sound off in the reviews!

Guest Reviews:

Agni88: Another Raven chapter is an absolute must, we're almost back to Marvel/DC women so be sure to look out for it fairly soon. Thanks for the review!

Batvan: Whoa, man, that's awesome! You're a certifiable cartoon connoisseur, but a Powerpuff Girls chapter might be a tad difficult. Hmm... I don't know, there must be a way to make something like that work. As soon as I find it, it'll be up. Thanks for reviewing!

Guest1: While I haven't seen the show, I'm familiar with the character. I think you're definitely right though, the banter between her and Peter could be something special. I'll have to check the show out and get a better feel of her character before I write something though, but if I can manage it, then it'll happen. Thanks for reviewing!

guestspider: Making the transition to anime characters is definitely in the cards, it's only inevitable to be honest. I've had a few requests for RWBY and other animes, so it'll happen sooner or later. Thanks for the review!

ARandomSpiderFan: Yeah, it was bound to happen sooner or later. I had been thinking about for quite some time, much before I started the non-Marvel/DC chapters of this story. Like I said before, I was actually planning to write a full-blown story about it but it never really got off the ground. But I haven't left it behind totally, a lot of the story's aspects will be making it into later chapters, particularly the main villain.

A Spidey harem story is in the cards for me, but there's so many other types of stories I want to try first. But somewhere down the line, it'll probably happen. Thanks for the compliment by the way, I really do try my hardest when it comes to writing, it's probably the only thing I have going for me. And animes and mangas should be fun to tackle, they'll certainly be challenging as a lot of them have really unique settings and characters. Thanks for the awesome review, I hope you're doing all right too!

JC: Star Wars is definitely one of the things I've been wanting to write about, especially in this story. The premise of a Jedi Spider-Man is almost too good to pass up, if that's what I end up going for. And Ahsoka could be an interesting idea, I'm a fan of Star Wars but not to the point where I'm familiar with everyone and everything, but she's one of the only characters that I know of from Clone Wars. So, it'd be cool to give it a try but I can't promise anything. Thanks for reviewing!

manuel01: Hey, glad to hear that, buddy! Squirrel-Girl was probably one of the funnest chapters for me to write, so a sequel is definitely in the cards. We're going back to Marvel/DC pretty soon, so expect her to pop up again at some point. And a Lord of the Rings chapter would be awesome but it'd only be an official character if I could swing it, I'm not exactly into fan characters and I wouldn't even attempt making one myself. Anyway, thanks for the review!

Guest2/3: I had a feeling that you were the same person but nonetheless, thanks for reviewing to remind me to get my butt into gear :P