Disclaimer: as always I don't own the great works of Lewis Carroll.

Also thanks to Fudge 1 and Mousewolf, and Fudge 1 I would feel honored if you wrote a poem about this.

Hatter stared blankly in to the gloom of his workshop, feeling limp and lifeless in Alice's embrace. His mind reeling from the shock of her discovery. He didn't want her to see this. Not what he had created in the grips of the queen's new rule. Not the Marionettes and his butchered friends. Now he was weeping in the arms of a girl he barely knew

"I should be the one that should apologize," Hatter said, trying to gain control over his emotions, and break away from the girl, "I helped the queen, so I have to make up for what I did. So, Now I'm standing up to her. Also help your self to anything that's in my workshop."

Alice nodded, staring at him in confusion as he walked outside into the tea garden. She found the Mad Hatter strange and just chalked his random mood swings up to his madness and the sudden lose of his friends at his own hands. Then the Hatter's offer kicked in, to take anything she needed, and by the looks of it she was going to need a lot.

As she rummaged through the different tables, Alice ran across several curious items, a dead flamingo laid out like a mallet, strange looking dice, and deck of cards. She ran her hand over the different metals, and then from a far off table she heard a low whisper, "Is he gone?"

"Who there?" Alice called out timidly, heading for the direction of the voice. On a metal plated table, she saw what appeared to be a dead…hare and mouse. "OH GOD!" she yelled, stepping back in horror. On the slab was the March Hare and Dormouse, what was left of the creatures that they once, and what the Hatter had done to them by changing some of their limbs into steel jointed appendages, although it only seemed like the Hare was the only one that seemed to know what had happened to them.

"Is he gone?" Hare whispered again, shaking in terror, "Please tell me he is!"

"Who?" Alice asked stupidly, having a feeling that she knew whom the terrified hare was taking about.

"The Hatter of course! He's come back to kill us! I knew he was mad, but I didn't think he'd take this far!" Hare shrieked, jerking its moveable limbs around wildly, "Wake the Dormouse, he'll tell you." Alice shrugged, having no idea how to do this, but to yell one simple word.

"Cat!"

The Dormouse suddenly jerked awake, his eyes wide with fear, darting around as he screamed repeated, "CAT! CAT! CAT!"

Alice gasped, now trying to find a way to calm the panicking mouse, "No, Mr. Dormouse there is no cat, I was trying to wake you up, so please calm down!" she pleaded, stroking the furry parts of the mouse's small head. It started to fall asleep again so determined to get an answer for the Hare's strange behavior Alice poked the mouse in the side.

"Oh, I wish you wouldn't do that!" he squeaked angrily, then stared up at Alice.

She politely curtseyed for the creatures then asked, "Will you please tell me what happened to you and the March Hare?"

'It was the Hatter!" the Hare shouted, loudly.

"It was. It was…. Zzzzzzzz." the Dormouse started to say then dozed off again. The Hare's neurotic yelling was starting to get on grate on Alice's nerves, even though she did pity the poor creatures. So she left the screaming hare and the sleeping mouse to their own devices to continue looking for of anything of use. Then as she moved through the clutter she saw a simple jack-in-the-box. Nothing about seemed sinister, until she started to wind it. As the toy started to play through it's traditional song of "Pop Goes the Weasel", the Hatter walked in.

"Alice, did you find…GET DOWN!" he shouted, pushing Alice to the ground, just as the jack popped out and started spewing fire, then disappeared back into its box. Alice looked at the seemingly innocent toy in shock and fear, then looked at the Hatter puzzled. He looked at the box grimly, as if waiting for something else to happen. Then the toy exploded, causing both of them to duck for cover as bits of scraps flew through the air.

"What was that?" Alice gasped, as the Hatter casually dusted himself off. His face was plastered with a psychotic grin as he suddenly brust out into peals of mad laughter, spinning happily.

"IT WORKED! IT WORKED!" he shouted, laughing loudly, causing Alice to stare at him alarm. He suddenly grabbed her and pulled her in to a wild waltz around the room in celebration.

"Hatter."

Nothing.

"Hatter!"

Silence.

"HATTER!"

"Yes?"

"What was that?"

The Hatter stopped, though he was still grinning and was trying to control a wave of laughter about to erupt from his throat, "That, my dear Alice, was a jack grenade!" he yelled, beaming with pride, " A small toy that first showers an attacker with fire before exploding to make sure they stay down!"

"Then why did you start yelling it works?" Alice asked, dusting off her dress. She checked to see if her knife was still in her pocket, then turned and faced the Hatter.

"I never got a chance to test it," he said, strangely calm, as if she had once again brought up a touchy subject.

"Is there anything else like that we can use?" Alice asked, then the psychotic light returned to the Hatter's eyes. He grinned, and darted off returning with many of the different things she had over looked.

"These," He said, holding out the pack of cards, "Double as handy little throwing knives, throw one or a hand depending on how much pain you want to cause."

"And this?" Alice asked, holding up a box of dominos. Hatter took the box and opened it.

"You can use these as shields, and add the two sides together, and that's how many hits it can take, before it dissolves."

Time passed quickly as the two discussed the different weapons and defense items, right down to the Hatter's own line's of defense, which ranged from his buzz saw throwing hat to toxic tea loaded in teapots. Alice was amazed at all the things he had created, and was impressed by all of his creations, but there was one that she just could believe. In his hand, the Hatter held what appeared to be a normal pocket watch but when Alice to a closer look she saw it was everything but ordinary. The center of the face was a skull, and each hand was shaped like a skeleton's hands and arms. This gave the watch a creepy, unearthly appearance.

"What does that do?" Alice asked innocently, stare at the black casing.

"It a dead time watch," he said, "it can stop time for short periods of well time, making certain things easy to pass."

Alice was speechless at this claim, and almost tempted to try it when the Cheshire cat suddenly appeared. His grin had changed, but it was more unnerving this time. "Sorry, kiddies," he purred, resting on Alice's shoulder, "but I believe it's time to move out."

Alice and Hatter quickly exchanged glances, and understood what the cat had ment, they had been found. They gather all of their weapons as fast as they could, but suddenly a loud, shrill voice echoed through out the house, "HATTER!"

A shudder rippled through the Hatter's spine, when he heard the voice, "The Duchess," he hissed, then turned to Cheshire and Alice, and whispered, "Hide."

Outside the Duchess paced the garden outside the workshop; her anger growing the more she had to wait, then she saw the thin young man walk on to the grounds. "Yes, Duchess." he said, and she stared at him angrily. She would never tell her half sister the queen, but she didn't trust the insane, though brilliant young man as far as a card guard could throw him.

"The Queen order me, to order you to speed up production of those Marionette soldiers," she said, bitterly, "or I'm to turn you in to Hatter stew with Mock Turtle and lots of pepper."

The Mad Hatter gulped, "Tell the Queen of Hearts, that I will try to fill her order, but due to recent circumstances it may be very hard to." He said, trying to keep his fear from showing. The Duchess was an old ugly hag, but she just a fouled tempered as the queen, and was more likely to eat you in a stew then chop of your head.

Alice peered out the window of the workshop, and felt sudden repulsion for the ugly duchess, and could barely hear bits of conversations, but she got the jest of it. Hatter was to make more Marionettes; or else they were going to kill him. She watched as he reentered the house after biding the Duchess a polite farewell.

"What are you going to do?" she asked, suddenly grabbing his hand. He smiled warily at her, and gently lead her and the cat to the back of his house.

"My prototype Marionettes will do the work," he said, peering out the window as watching to see if the old hag had finally left and had disappeared into another part the forest that had trees, "but right now I wouldn't worry about that, that old hell hag has been hanging around my home and I am none to please with that."

Alice nodded listening intently, as the Hatter explained that after his first psychotic episode he had gone a creating spree and created the Marionettes and the deadly toys he and Alice planned to use. After harming his friends, he had completely lost it, and refused to work. Surprisingly the Queen let him off light as long as he continued to make her armies.

"So what are we to do?" Alice asked

"Take out my former owner of course," Cheshire purred, rubbing his head against the girl's face, "If she finds you, well you'll end up missing more then your head."

"Sounds lovely," Alice said, grimly, not looking the idea of being used a garish as a side of some strange dish, that involved Hatter, Alice and what every a Mock Turtle was. She shuddered at the thought, and decided to remain quiet.

Hatter sighed, "I'm really not to thrilled about the prospect of being eaten," he said, "but Cheshire is right we have to get her outta the way, she's the Queen's chief informative."

"How are me to get into her house?" Alice asked suddenly.

"Oh boy," Hatter said, sitting down, "I really didn't think of that."

Alice suddenly found herself thinking back to her great aunt's old books, trying to find a way to make this plan work. "Bill!" she suddenly, yelled, causing the cat and the Hatter to stare at her, "We could ask Bill, the white rabbit's gardener, I'm sure he has a ladder."

"Brilliant plan, but I'm afraid, that the White Rabbit is no longer with us," Cheshire said, stretching show its wicked sharp claws showed, "That little traitor was merciful killed and his house brunt down."

"Why was he a traitor?" Alice asked.

Hatter smiled cruelly, "He knew I had turned on his beloved Queen of Hearts, so we fed him to a snark."

Alice blinked, feeling a little nervous now. The Cheshire cat she could trust, but the Mad Hatter, she wasn't sure. Once she thought she could trust, he would say something that destroyed that, and she made a mental note never to be in a room alone with him again. "Alice, you all right?" the cat asked, breaking in to her thoughts.

She looked around to find she was outside in the garden again, Cheshire still perched on her shoulder. "I'm fine, Cheshire-puss," she said, scratching the cat's good ear, causing it to purr uncontrollably. He grinned at her, obviously enjoying the attention, "Just so you know we going to speak with the Caterpillar first. He may be able to help us."

"Caterpillar?" Alice asked, her mind reeling at the thought of more book characters come to life.

"The wisest creature in Wonderland," Hatter said, "Next to Cheshire of course."

"But if he's a bug how are we going to see him?" Alice said, not prepared for were this was going.

"With this!" Hatter said, holding out indigo colored bottle with a tag with the words DRINK ME! Written on it. Alice took it from him and examined it, looking for anything that marked in as poison. She turned the tag over, then opened the bottle and smelt it. The smell was familiar and pleasant. "It smells like, cookies!" she said, and was about to take a sip when the Hatter grabbed the bottle out of her hand.

"Don't drink it yet!" he said, closing it quickly, 'Unless you wanna ride a snail to the mushroom forest."

"It one of those shrinking drinks isn't," Alice said, glad that he had snatched it away from her. She didn't want to spend the rest of the day three inches tall!

Soon the trios was off again and were headed this time for what looked like a meadow, but the grass and earth were gray and black like ash, and just as the trees had, even the flowers seemed unfriendly. Alice could here a loud buzzing in the distance, but had no idea what it was or what was causing it.

"Alright," Hatter said, holding out the bottle I'll go first, then Alice then what every is left Cheshire can use to follow us, oh and do me a favor and don't step on me."

Then with out any further words, Hatter took a quick gulp of the bottle and right before Alice's eyes began to shrink to roughly 3 inches. She picked him up suddenly, and was a little surprised at the sight of the miniature Hatter. "Um, next time don't do that so fast," he said, his voice now high and squeaky, " it makes me dizzy."

"Sorry," Alice said, bending down slowly and placing the Hatter back on the ground. She was nervous, but she knew she had to do this. Then with out hesitation she took a shallow of the DRINK ME! Bottle and within a few seconds the ashy ground started to rush towards her.