Will felt older as he approached the landmass where Vikari's carnival once had been a long time ago. This time, two of his close and best friends were not on the same plane as he was. He didn't feel like a child. He felt like a young man coming back to his old stomping grounds. He had spent sometime there visiting Smith between his painting hour wearing a mask when Vikari was not around.

Will could see the rides back where they were in his mind and visualize them.

It seemed so real in his imagination that he could touch it and feel it when it wasn't there.

He smiled at the memory of seeing his younger but still a old friend on a swing set painting on the side of the ride.

Will can see the multi queen Nile ride from before as the older man look down toward him then grin.

"Ah, William, my dear boy! What brings you here?"

"Just checking on what you are doing, Doctor Smith."

"Painting as I told you earlier."

"Yes, but why are you doing that all day and not eating?"

"I have been busy. This is very time consuming work, William. Must be extremely focused. Families will be making memories here and if they make fond memories, well then, this place will be hiiigghhhhllly recommended!" he pointed a finger up toward the sky. "It helps to pay complete attention to a very important project."

"Is it that important to you?" Will asked, sliding his hands into his unzipped pockets.

"Indeed!" Smith said with a raise of his brows. "And I am being very well employed."

"Employed?" Will asked. "I hope you know that carnivals don't stick around in one place, Doctor Smith."

"This carnival job is a one time errand," Smith said. "And I know. I know."

"What got your attention?" Will asked. "To work here."

"The thought of bringing your family certain happiness in this long and grueling journey to Alpha Centauri." Smith replied with a sly smile. "Some good must come in the dark. Now, shall it?"

Will thought it over then shrugged it off.

"Yes," Will agreed. "Some good can come out in the dark." With a nod. "Can I help?"

"Ah, yes." Smith replied looking down upon him. "I have the breather masks in the basket and several paint brushes."

"What do I paint?" Will asked.

"You can paint the stripes." he gestured across from him then directed the boy to a pulley contraption that was part of the pile. "I haven't gotten down to it!"

Will tossed the first piece of the contraption up then Smith set it up for him and tugged it down.

"Be careful." Smith warned. "Or you shall lose all the paint."

"I will, Doctor Smith." Will replied.

"Excellent!" Smith cheered.

The space where Smith once occupied was replaced by the blue sky, the signs of mountains, and the cloudy sky. Will looked up toward the sky then looked aside with a sigh. And he felt alone. It was different when Smith was there despite keeping his distance. A intriguing character that brought spice into his life, someone he ran for instead of letting him get the distance. Penny joined his side then put a hand on his shoulder. He drifted his attention back toward her with a small smile.

Silently, they walked away from the territory that had spawned memories of warmth and entertainment. These memories were taped over the memories of the fun house making it all seem that a witnessed and lived through terrible nightmare hadn't lasted quite long at all. And the large hole that the fun house had collapsed into had remained. Except, it had quite grown.

They walked the path that Will had gone long ago to fetch the older man to find the spacecraft was halfway submerged into the ground with only the doorway standing out as it had turned into a small hill. The side of the doorway was rusted and in badly need of repairs. It's once bright color had faded with time. It was even more evidence that time had passed.

Will pressed a button then the door slid open to reveal the untouched cabin that had once belonged to the older Smith.

"So empty." Penny noted as she and Will got inside then wandered around.

"Yeah." Was all Penny got.

"Only that strange berth." Penny said.

"Hm. Strange."

"So clean and empty," Penny said. "Like he never lived in here."

"But he did." Will said. "He is not a ghost."

"He operated like one in his last couple bases of operations." Penny said. "The tunnel aside; it's like he decided to stop. . ."

"Leaving signs that he was there." Will said.

"It's like Doctor Smith's cabin," Penny said. "No small trinkets just articles of his clothing."

"I wonder." Will said out loud. "How that felt to return to that life style? Making that decision."

"It must have been agonizing." Penny said. "The life style of a spy."

"Leaving nothing behind that he existed." Will said.

"But, he did leave things behind." Penny said.

"Such what?" Will asked.

"Us." Penny said. "We are living proof that he existed. We are big things, Will. Not small, not crumbs, not insects. We're significant to him. And that is what he left behind in all those places."

Will snickered to himself as a small grew on his face.

"You're right about that." Will said. "It does make me feel a lot better on that note."

"What are going to do about that berth?" Penny asked.

"We should leave it alone and close the door." Will said. "If Doctor Smith never came back for it then there must be a good enough reason."

Penny frowned looking upon the berth.

"A good decent bed for his back." Penny shook her head. "This is something he didn't associate with himself."

"Just a part of the apartment." Will said. "A really bad apartment."

The siblings walked out of the craft then walked on.

"Will, how about we check on his sculpture?" Penny asked. "Surely, there must be something of that remaining."

"A forgery," Will said. "Let's check on it."

Penny and Will walked away from the craft leaving it to be forgotten.

Will and Penny sprinted back to the area that they had recalled with minor difficulty retracing their steps. The area had into a thoroughly traveled and tall valley with landmarks that had once been nondescript rock formations changed into sculptures of creatures and coated in layers of paint that hadn't gone away. Will looked at the sculpture with widened eyes in regards to how time had treated them and balanced the artwork on top of each other. What had been boulders at first had been in reality tall rock barriers.

"And this is where Queen Madulla of the Kavalarian civilization decided to call her art show," elaborated the royal tour guide. "She drew inspiration from the ancient civilization that had once lurked here and decided to celebrate the art of the past and the future of the monarchy that has been thriving for the last one thousand forty-three years with only one person reigning it unimpeded by time."

"Sir, that isn't from a ancient civilization." Will said.

Everyone's attention shifted from the royal tour guide to Will.

"Well, what is it?" asked one of the more taller members.

"Doctor Smith made it." Will said. "That doorway you see over there?"

Everyone looked toward the temple doorway.

"That was done all for show." Will said. "He did it because he was bored."

"And why the upper half is the only part of it that has paint." Penny said.

"And where is Doctor Smith right now?" the royal tour guide asked.

"He died awhile ago helping us out of our mess," Penny said then pointed toward the carvings. "Those were made by his counterpart. His younger self."

"Penny!" Will said.

"He isn't around anymore and we have to tell the truth," Penny said. "He is safe now. He is back where he belongs."

"He is where-now?" The royal tour guide asked.

"Back where he belongs." Penny repeated. "Even if he could come back . . ."

"He would bring his continuity's darkness with him." Will said. "If he has lost the hope that we have given him."

"What do you mean by; he is in a place with no hope?" the royal tour guide asked, puzzled.

"It is dark there." Penny said. "His planet has died and no one knew it except the powerful and they kept the secret that it was dying, they spread misinformation, lobbied against it, and kept killing their planet until it became apparent that it was in the middle of its death throes. By then, it couldn't be saved. They could only mitigate its impact. And they had to get off world."

"Problem was, they suppressed the truth," Will said. "They touted Alpha Prime as a planet for colonization. Not as Humanity's second chance and no one really knew they were doomed to die by their own home."

"Except for environmental advocates." Penny said. "People who learned the truth and wanted to give humanity a second chance with the facts on the table."

"That is a truly dark place to be." spoke up one of the customers.

"It is." Will closed his eyes with a shake of his head then reopened them. "Whatever business that Madulla has with him, it is just not worth going after for all that."

"Going there; her desire of conquering the galaxy would be hopeless," Penny said. "Someone else has that nice and tight."

"Care to tell us the rest of the other sculpture?" one of the customers asked.

"We can do that," Will said with a grin.

"We love to!" Penny said as a smile replaced her unhappy demeanor.

"What is not . . ." the royal tour guide pointed toward a tall pillar that had been chipped away into the figure of a horse. "Forgeries?"

"Forgery." Will said. "He had a lot of time on his hands and claws so I am sure there is hundreds of them. That must have been a lot of erosion going down here. This way, I can lead you to the one where Doctor Smith tried making a large boulder into a Aztec cavern."

"It has to be a pillar by now." Penny said then she and Will laughed leading the crowd away.

The Royal Tour Guide sped over to a large machine then took out a large device and tapped on it.

"Royal Tour Guide to Queen Madulla!"

"Madulla here." Madulla's face appeared in a orange glow then frowned. "What is it?"

"I have gained some information about Doctor Smith."

"Where is he?"

"Not here."

"Where?"

"The Earth man that you seek has returned to where he originated from."

"Earth."

"Not Earth."

"But he came from Earth."

"He is not from this universe." The royal tour guide said. "He is from the anti-matter world. A version of it without hope."

Madulla was silent for a single moment as everything fell into piece and her eyes widened at the bombshell then returned to their normal size.

"Not here. If he has returned home then he may have destroyed the method of getting here." Madulla mused. "Thank you for this information." her attention returned to him then nodded toward him with icy eyes. "You will be rewarded: handsomely."

Madulla smiled.

"Madulla out."

And the orb returned to its gray aesthetic.