Disclaimer: As always I do not own Alice in Wonderland. Also as a side note, I borrowed different things from American Mcgee's Alice. I can't help myself; it needed to be done. So sue me if you like but all you'll get is a dollar fifty. I'm poor. Also I know the talking flowers are from Through the Looking Glass, but I couldn't think of anything else. Please review! Also the answer to the Mad Hatter's famous why is a raven like a writing desk riddle is written on these very pages.

Down,

Down,

Down, Alice fell. The gray ground rushing to meet her as she shrank, the grass and fungus that covered the earth starting to tower over her. When she finally stopped, she was quite surprised by this change. It was strange for her to be suddenly shrunk to the size of an insect with in a few minutes. Hatter was sitting comfortably on a gray colored mushroom, fiddling with his pocket watch as he waited. "Fun isn't?" he said, as Alice tried to get her balance back after the sudden reduction in size.

"No it is not," she snapped, as she stumbled about, quite dizzy. She was just about to fall, when the Hatter rushed forward and caught her.

"I know that nasty little side effect isn't fun." He said, allowing her to lean against him. He looped his arm with hers and started walking forward into the dark forest that was once a garden. It must have been beautiful once, but now like the rest of Wonderland, it had it had become twisted and perverted. The grass formed black canopies overhead, blocking out the already dark sun. As they continued Alice soon realized that no part of her aunt's dream world had been untouched by the darkness that had invaded it.

"Alice, I'd pull out that little knife of yours," Hatter hissed, finally letting her go. She looked ahead and saw why, a large bee's nest laid in the way of their path. Purple and black bees buzzed around their hive, filling the air with a low and loud humming sound that drowned out any other noise.

"Seems we have a little bug problem," the Cheshire cat purred, as it suddenly appeared on Alice's shoulder, "I think it's time for a good plan." Then the Hatter's manic grin appeared as if on cue and Alice knew he had a plan.

The Hatter's plan was a simple one, use the dead time watch time to sneak pass the bees, and hopefully not get caught, but if they did get caught pelt the hive if jack grenades, hopefully distracting the drones long enough so they could slip by. Hatter held up three fingers, and mouthed the words, "Three, two, one!"

Then at one he clicked the top of the watch and then Alice was amazed as the bees suddenly stopped in mid air and it seemed as if time had stopped completely. "Amazing," Alice whispered as they rushed pass the hive, she couldn't believe what she just saw. Hatter flashed his manic grin again, and Alice could tell he was pleased with the results, and the girl's amazement. Then suddenly the bees began to shake, and their wings began to twitch.

"Times up," Cheshire hissed though he was no where to be seen, "Better run."

And run they did, racing towards the forest of grass and funguses trying to out race the drone bees that were in hot pursuit.

The air was filled with the buzz of angry bees deafening Alice as she raced towards the high grass. Suddenly Alice tripped over something, sending her crashing to the ground, only giving her time to utter a small 'eep'. The Mad Hatter spun around to see what had happened and saw Alice sprawled out on the ground. Thinking quickly he tossed one of the dominoes at the bees, and a ivory sheild appeared in front of the frighten Alice, giving Hatter enough time to grab her and pull her in to the mushroom forest.

"Are you alright?" he asked, sitting down on the ground, exhausted. Alice nodded, trying to calm her self down, She couldn't help but think of the words from her aunt's novel, 'Three inches is such a dreadful height.'

"I never want to do that again." Alice said, and the Mad Hatter nodded in agreement.

"I'm shaking so much, my hat is starting to fall off," he said, holding out his hand to show her, and he was indeed trembling, "Hopefully, we won't have to race pass those bees again."

After their short rest, they were off again, trying to avoid another encounter with more temperamental insects. The further they traveled, the darker the grass forest became, and even the flowers were starting to look unfriendly as they entered what appeared to be an old tea garden.

"Come closer dears," a rose whispered, waving a leaf. Alice and Hatter approached slowly, while the flowers giggled, all of them sounding like teenaged girls. The rose smiled at them, showing off its wicked teeth that were concealed in its petals.

"What kind of flowers are you?" the tiger lily said, yawning, " the girl looks like a weed, her petals are just to plain, but he looks quite handsome, his petals are such lovely colors."

"Such a lovely shade of red!" one of the other plants giggled.

"Mixed with the black and gray, it makes him so lovely!"

"Oh yes!"

The flowers started to giggle again as some of them snaked their roots around Hatter's body, "Stay a while," the rose said, as the roots pulled Hatter closer.

"Please stay!" more flowers giggled

"Stay with us!"

"This is really not a good time ladies," he said, struggling, which only caused the roots to tighten. Alice watched as the Hatter was pulled closer to the dripping muzzles of the man-eating planets then raced forward and started hacking at the plants with her knife. Were the blade struck green-red ooze squirted out, causing the flowers to scream in pain.

"You wretched little weed!" the tiger lily hissed, as she started to whither. Alice watched as the plants started to die, and left only dry husks where they were once planted. Hatter stood up shaking his head, "Why does everyone want to eat me?" he said, the turned towards Alice as she wiped her knife off on her dress, "Thank you by the way."

"I forgot to say thank you for saving me from the bees, so I was just paying you back," Alice said, starting to walk ahead of the Mad Hatter. He followed her deeper in to the forest, keeping an eye out for killer plants. Alice would once in a while look back at the Hatter, still keeping her guard up around him.

" Plant troubles?" Cheshire purred, as he reappeared in his usually spot.

"Yes," Alice said, fighting back the urge to cry, "Cheshire, I have no idea what I suppose to do, and my only help is a madman."

Cheshire mauled this over for a moment, " Alice, listen to me," he said, "You are the new guardian of Wonderland, something your aunt held dear to her, and now it's your turn to protect it. As for Hatter he maybe the one that needs the most help of all."

"What do you mean?" Alice asked, but it was too late to get an answer, as she watched the cat disappear starting from the tip of its tail and ending at its grin. Alice sighed; not surprised she didn't get a straight answer from the mysterious feline. And what did it mean by the Mad Hatter maybe the one that needs the most help, she had just done that. It didn't make any sense to the girl, and she decided that it wasn't worth thinking about.

"What was that about?" Hatter asked, walking next to Alice.

"Nothing, the Cheshire cat was just giving me some good advice."

"Good advice huh?" Hatter said, shrugging, "Well if you're that bored how about a riddle?"

Alice raised an eyebrow, "Riddles?" she asked, then said, "Why not, it will pass the time."

"Okay," Hatter said, "Why is a raven like a writing desk?"

"Because both produce notes though rather flat," Alice said, leaving Hatter in a stunned silence.

"Wow, I was never able to answer that," the Mad Hatter said, a little surprised, "Okay, here's another one, what kind of horse only comes out at night?"

Alice just ignored him as he continued stupid riddles; she had enough of his blather, and was starting to lose her temper. "Just shut up!" she snapped, " I've had enough of your nonsense, I can't even trust you because of your unpredictability!"

"Alice," Hatter called, trying to get her attention but it was no use, she could hear him. Then doing the only thing he could do he followed her deeper in to the forest.

"You shouldn't have lost your temper," Cheshire said, as Alice continued to stomp through the mushroom forest.

"Why not?" she demanded, "Like he's been any help so far."

"Alice, are you afraid of him?" the cat asked.

"Yes, I'm afraid of everything here," Alice sobbed, tears starting to roll down her cheeks, "I'm terrified of Hatter, of the queen!"

The Cheshire cat leaped to the ground, as Alice sat down on a toadstool and continued to cry. She was ashamed of her behavior, and afraid of the horror Wonderland had become.

"You must not be afraid Alice," he said, rubbing against her leg, "Be brave."

"You're right Cheshire puss," Alice said, starting to calm down, " oh now I wish I had not ran away like that. I've managed to get my self lost."

She jumped down from her seat and started off in the direction that she thought she had came, but only managed to end up back where she had started.

Then in the distance she heard Hatter call, "Alice! Alice where are you?"

She felt bad, she thought she had ment all those things she had said to him, but now she was the only friend he had. Also the Mad Hatter was her only way through this twisted version of Wonderland.

"Hatter!" she yelled, running in the direction of his voice. "I'm here!"

She continued to chase after him, calling Hatter's name hoping he would find her, or he would find her, but that outlook became bleak the further she traveled.

"Excuse me my dear, but must you shout?" she heard an old voice say. Alice turned and there in front of her was what she though was a mouse, only it looked sort of underfed, with flesh as well as clothing hang off its old bones. Alice felt a wave of pity for the poor creature, just another victim of the queen she would have to fight for.

"Excuse me,' the girl said politely, "Mr. Mouse, did you see a red headed young man wearing top hat? He's my friend and I lost him in here."

"I saw him a few minutes ago," the mouse said, pointing behind him, "Strange fellow, was calling for someone named Alice."

"Thank you, Mr. Mouse," Alice said, " also have you seen a caterpillar?"

"Caterpillar?" the mouse repeated, "Yes, I have. In fact, the young man you were looking for was heading in that direction."

"Thank you, again Mr. Mouse." Alice said, curtsying before running off in the direction the mouse had pointed to. She was happy to meet another friendly creature in this twisted world, and even happier that it didn't speak in riddles, or suddenly turn psychotic. Then she heard Hatter call her name again, and she started to speed up, wanting to meet up with her friend soon.

"Hatter!' she yelled, hoping he would hear her, turn around or at least stop so she could catch up with him.

"Alice?" she heard him yell then, suddenly saw him brust into the clearing where she was. Hatter hugged tightly, "Oh thank goodness," he whispered, "I'm glad I found you."

Alice was surprised at this statement; he had been worried about her. He had looked for her. He maybe be insane, but finally she knew she could trust him. When Hatter finally let her go, she got a chance to look around and saw that this part of the forest was clear expect for a group of toadstools laid out like stairs, on the tallest mushroom, Alice could see something dark in color move, and every so often a dark ring of smoke would appear. The smoke smelt the same as the tunnel only fresher.

"Coming?" the Mad Hatter asked, causing Alice to look up to see him already standing on the first mushroom, he held out a hand for her and pulled her to the top of the fungus.

Up they climbed, and Alice still wondered what was on top of the toadstool. 'Maybe it's someone who knows where the caterpillar is." Alice thought, as she climbed up to the next level.

She could see that they were very high up, almost passed the height the grass. She found that due to her small size that their climb was starting to make her dizzy, they were almost to the top. Then just as Alice and the Mad Hatter approached the final toadstool she heard a voice say, "Who are you?"