Disclaimer: I do not own Alice in Wonderland.

She could see the tall figure's outline in the darkness, " Who are you?" Alice whispered, as the figure turned. It appeared to be a man, clad in white collared long sleeve shirt, a gray pinstriped vest, and black pants that flared out at the bottom. He had a beautifully psychotic grin on his face, but she could still that is lips were painted black, his shirt stained with what looked like blood and long flame red hair framed his face, but she could see his eyes because a top hat brim shadowed them. A strange, skeletal cat twined around his legs, a matching grin on its muzzle. He smiled at her then began to say

"I'm the M……………."

"Alice! We need to leave."

The girl sat upright, blinking as she awoke from her strange daydream, and for a moment couldn't remember where she was, still haunted by the image of the red haired man as she looked at her mother. Her mother glared her angrily, "Honestly," Alice's mother huffed, "Just like your great aunt."

Alice smiled, sheepishly at the comment, but could hear the bitterness in her words. The great aunt she was named for had gone insane, babbling mindlessly about Wonderland, from the books a friend had written for her, finally being committed to an asylum, where she died. She had acted the same as the current Alice, imaginative, clever and stubborn. This worried Alice's mother, for she didn't want the same fate to fall on to her beloved daughter.

"Coming mother," Alice said, standing up and dusting off her dress. She wanted to stay outside, but she knew it was getting dark so she had no choice but follow orders. Then she saw something move out of the corner of her eye. Alice turned to see what looked like a tabby cat dive into the bushes. She looked to see if her mother was watching her, before darting off after the cat. It stopped for a moment as if to see if she was following, then started off again sometimes looking behind it. Alice followed the cat eagerly, wanting to find out its destination but it also felt like something was calling to her, pleading with her to follow.

Finally the creature disappeared from the girl's view. Alice looked around, the asked to no one in particular, "Know where did it go?" then she saw what an appeared to be a tail slip between a bush. The girl got down on her hands and knees, and peered into the leaves and branches. Though the plant she saw what seemed to be a very large rabbit hole. "How odd." Alice said, parting the bush, and looking in to the darkness of the hole. Then without thinking she started to crawl down the burrow, deeper and deeper down the tunnel. 'When does this end?' Alice thought, continuing bravely through the darkness. Then her hand hit open air and she started to fall.

Further and further Alice fell in the darkness, never stopping and never know when she was going to stop. Then suddenly she did stop, landing unceremoniously on her rear. She looked around the room, and found herself in a dank, dimly lite room that seemed to move as if the walls were breathing, and smelt of a copper. Alice touched the wall out of curiosity then pulled her hand and found it stained with something wet, blood. She looked around trying to find a way out, but she was interrupted by a voice, "How nice of you to drop by."

"So you did follow," the cryptic, whispery voice said, "and you haven't changed in all these years, Alice."

Alice looked up, and there was the cat she had followed, the cat from her dreams! She gasped in surprised, stepping back in shock as she saw the cat's form. One ear was almost gone, and it' flash hung off it's skeletal frame, and one it's hind legs twisted almost right around, but still it continued to grin psychotically. "You're the Cheshire cat!' she yelled in surprise.

The cat grinned wider, showing off its many sharp teeth, "Indeed," he said, disappearing then reappearing at her feet "You seem surprised."

"You much think I'm my great aunt," she said, a little shocked by the corpsey feel of the cat's flesh, "she died a few years ago, but my name is Alice."

The Cheshire cat frowned for a moment then the grin returned, "That may explain it." He said, "It seems Wonderland has as the Mad Hatter would say, gone to hell in a hand basket, and your aunts death may be why."

Suddenly, there was a clanking sound, like metal and wood move and hitting the floor. The cat looked up in alarm, "Alice go now!" he hissed, causing the girl to panic.

"What is it Cat?" Alice asked, fear creeping in to her normally calm voice.

"Marionettes, puppet soldiers of the Queen of Hearts." He hissed then vanished.

Panicking, Alice desperately looked around the room for a weapon as the noise grew louder, then her eyes landed on a grandfather clock with a butcher knife impaled in it's face. Alice darted toward the clock, and pulled the knife out, happy to have something to defend her self with.

Then the Marionettes came in to view. They were horrible creatures, made up of wood for the gangly limbs, arms that ended in cruel looking blood stained blades, the body was filled with clock gears and springs, and a face that was a leering mask of pain. They moved slowly, but with a wild swinging gait as if some mad puppeteer was pulling the strings. Alice clasped the knife tightly in her hand prepared to destroy the mechanical monstrosities.

Then one of them saw her, its head turning on its neck to look at her. The puppets start to move faster, approaching near enough for Alice to lash out with her knife. Strange oil like blood gushed from the wound in a torrent, stain the girl's dress. Adrenaline slammed through her veins, as she continued to lash out at her attackers. To her surprise they fell easily to her attacks, but it was their shear numbers. Alice could feel her body tiring, and was near collapsing from exhaustion then she heard a loud buzzing noise, a top hat with a tag with 10/6 written on it mowed through the remaining Marionettes.

"Basturds." a man hissed, walking into light. Alice looked at him, and recognized him as the strange red head in her dream; every detail was the same, to his black painted lips to his blood stained shirt. The cat reappeared, grinning at the man as he rubbed against Alice's leg. "So, you found us," Cheshire said, "Surprising."

A mad grin flashed on the man's face, "Careful kitty," he said, his blue eyes sparkling with insanity as he tipped his hat as if in warning, "or your next."

Alice stepped back in fear, she didn't trust the looks of him, but she knew him, his face, and his voice. She had to find out what her dream ment, so quietly she asked, " Who are you?"

He grinned, took off his hat and bowed, "The Mad Hatter, at your service!" he said, then laughed.

"The Mad Hatter?" Alice (By the way she's 15) repeated, confused. Characters from her great aunt's books, standing here in front of her eyes. Hatter just continued to grin as he sat down in one of the body free chairs. He took off his hat for a moment, then pulled out a teapot and cup.

"I believe that's what I said," Hatter said, pouring himself a cup of tea, then asked politely, "Tea?"

Alice shook her head, "No, thank you."

Hatter shrugged and continued to drink, causing Cheshire to roll his eyes, " As you see Alice, things are not as they were," the cat said, jumping up on her shoulders, "Something happened after the first Alice came and left. Then the Jabberwocky and things started to become nightmarish, and the Queen has changed, she was foul tempered before, but now she's become murderous. Hatter should know."

Hatter looked up, and Alice thought a look of pain flash for a moment in his eyes, but it quickly vanished, as the tea set vanished from his hands, and he stood up. "What happened to him?" Alice asked.

"You don't need to worry about that," Hatter said.

Cheshire smiled widely, "Yes, things are a lot more dangerous then they were a few years ago," the cat said, "and before those creatures come back, I suggest we leave. Hatter lead the way."

The Mad Hatter darted down the tunnel he had appeared from, Alice close behind him. It was as dark as the rabbit hole, but there was something wrong with it. The walls pulsated with veins of blood red coloring, and the coppery smell was getting stronger the further they traveled. Soon the smell was over whelming, and was mingled with other grotesque smells, death, decay, and sickness. Alice covered her nose and mouth with trying to block out the scent, but it didn't help.

"Hatter! How much further?" she asked, the strong odors starting to make her sick.

Hatter turned, "Not much."

Alice nodded; hoping he could see her but she knew there was no chance with the darkness. Then she saw a purplish light pierced through the shadows, and when they emerged from the tunnel, Alice was shocked. Gone was the happy and colorful Wonderland, and in its place was a dark nightmarish place. The trees were twisted and the branches were outstretched like claws. The sky and sun had taken to the colors of a fresh bruise, darkening the only grim scene.

"See what has happened," Cheshire cat said, with a solemn look on its still grinning face, " The forest has become perverted by the Queen and the Jaberwocky's evil."

Alice nodded, then realizing she still had her knife in her hand. She clutched it tighter, not wanting to lose her only line of defense. Hatter turned to the girl and the cat, "Um, I think we should head towards the nearest town, not the forest."

"Why not?" Alice asked.

"Jaberspawn."

Cheshire looked at him suspiciously, "Jaberspawn, is that so Hatter?" he purred, "but your home is not too far, we could hide there."

Hatter shook his head, "No, there's card guards, marionettes, and all kinds of beast," he said, looking nervous, but the cat just rolled his eyes and started off down the path in the woods, Alice in tow. "Hey! Hey! No seriously! Alice! Cheshire!" he yelled, sprinting after them.

"Maybe he's right," Alice thought, following the cat down the forest path. She heard the Mad Hatter's foot steps behind her, so she knew he was still following them but there was something about him she didn't trust. Even though there was this distrust the forest scared her more. The branches seemed to lash out at her, catching on her dress. She swore she could hear screams coming from the trees when she cut away the branches that did mange to snag her. Suddenly, Alice stopped. In the distance, there was a faint ticking noise and as the trio emerged in to a new section of the forest, Alice saw that all the trees had become clocks. She looked at the Hatter questioning, but he did not look at her, in stead he had taken to hanging back a few feet.

"Cheshire-puss," Alice said, walking next to the cat, causing him to look up at her, "Why are the trees clocks."

"Honestly, Alice," Cheshire said, "I couldn't answer that question."

"I can," The Mad Hatter said, "Because I made them like that."

Alice stopped and stared at him, confused, "How?"

Hatter shook his head, "I rather not explain, but I will once we arrive at my home, or what was my home." Alice could hear the tremor in his voice, as if he were hiding something, but she just brushed it off as nerves.

Not long after entering the clock forest, the none stop ticking, was starting to wear on Alice's nerves. She longed to return her knife to its old home in the face of one those annoying wooden pieces, but she couldn't to indulge on her little fantasy. She could also tell that is was starting to wear on the others as well, though it was hard to tell with the Cheshire cat because of his eternally smile, but Hatter was starting to pale, giving him a shocking corpse like appearance.

Alice looked back at him for a moment, and received a shy smile flashed across his black painted lips, causing her to blush, but the smile disappeared just as quickly as it came.

"Hatter, what's wrong?" she asked, walking next to him.

"Alice, you're probably not going to be pleased by the things you se in my home," he said, sadly, "I assume you know how time and I had our little quarrel?"

"Yes"

The Mad Hatter sighed, "Well, I did apologize to Time, but I became obsessed with it, and I did somethings I'm not proud of."

"Like what?" Alice asked.

Hatter just remained silent as they approached what looked to be an old house with a table with a tea set placed on it and a great deal of spots, but no was there. Cheshire returned to his spot on Alice's shoulder as they entered the gate, and what she saw on the table frighten her. Blood splatter stained the once clean cloth, and most of the dishes were smashed. Hatter looked down at the ground as he approached the scene, he wanted to cry and scream, just to release the pain that was starting to well up in his chest. Then Alice turned and asked the question he was dreading, "Hatter, what happened to the March Hare and the Dormouse?"

Alice stared at him, "Where are they?"

The Mad Hatter took her hand, "Follow me," he said, then lead her in his house.

Inside was filled with clock gears, cogs, and springs. What looked like a prototype marionette rested on a workbench, with more metal works strewed a crossed it, but it was in the corner that answered Alice's question. It was the March Hare and the Dormouse, but most of their body was mechanical. Alice's eyes grew wide she drew closer. The Mad Hatter just stood there, his hands hanging helplessly at his sides.

"Who did this?" Alice demanded, turning to the Hatter.

"I did," he said, sadly, "I made the marionettes, I murder the only friends I had!"

Alice stood there, dumbstruck "You didn't, you're the one that did this! To your own friends!" she yelled, "Look at them! What were you thinking! How could you."

"I don't know," Hatter whispered, hoarsely, "I wanted everything to be precise, like clock work. I wanted all of Wonderland like this, and the Queen said I could if I severed her, but I broke free of that Alice."

Alice looked at him, and could see the sorrow in his eyes, he wanted this to end, and suddenly he broke down and cried. She approached him and pulled him in to an embrace. " I'm sorry Hatter," Alice said, stroking his hair, "I'm sorry."