Disclaimer: As always I don't own Alice in Wonderland, but I will own this story if and when it gets published. Oh and hopefully it will! Then you will all buy it!

As always my deepest gratitude to my reviewers and my good friends Mousewolf and Fudge1. Also my friend Kill-all-Flamers for encouraging all the Hatter and Alice fluff I put in to this work. Also thanks to the mysterious James Birdsong, for spending a day reading this whole story, and reviewing ever single chapter. Also congratulations to Fudge 1 for her completion of Saving Wonderland. If it weren't for you I would have never started this. I hope you will keep up with my work and keep writing.

The cat's words pounded in Alice's ears as she ran, keeping both a tight grip on Hatter's hand and her weapons. Her legs ached, ready to give in to her fear and stop, but she knew she had to go on. She had to keep her promise to the White Kingdom. Then she heard the shouts of the Red Pieces and she knew that they were out of time.

"Lower the gate!" a pawn shouted from his post, as he unchain the Bandersnatch from it's leash. The creature snapped its beastly jaws in anticipation for fresh meat. Alice could her their loud hoarse howls as they started racing down the tower stairs.

"Hatter what do we do!" she yelled, releasing his hand.

" Just keep running!" he yelled pushing her forward, "I fend them off and meet you in the keep!"

Alice didn't argue as she ran through the closing gate into the clear courtyard. Just as she entered a bloodcurdling yelp pierced the pitched colored sky. Hatter had found him self in the thick of a pack of Bandersnatches, his manic grin reappearing on his face as he slashed and hacked the attacking beast with his hat and what appeared to be a scalpel. Finally in the safety of the court yard Alice could get a clear look at what the Bandersnatches looked like. They had a dog body and head only their eyes and nose where on the bottom of their head, not on top with their eyes. Patches of fur were covered with reddish scales and in stead of a regular dog's tail they had a scorpions.

"Hatter run!" Alice yelled, as she watched the gate slowly descend . Hatter's attention quickly snapped back to the task at hand as he started to sprint towards the castle. Alice kept urging him to run as the pack of beast started to regroup and peruse their pay.

Then just as the gate was about to close Hatter managed to roll under it, and snatch his hat out from under the iron bars. Alice stared at him, a look of relief on her face.

"What? I wasn't going to lose my hat." he said, slipping the scalpel back in to his sleeve.

"A hatter with out a hat what a shame," the Cheshire cat said, appearing on a stone statue, " and that was suppose to be the easy part."

"I hate to what the hard part will look like." Alice said, as she started to tug at the door's handles.

"Don't bother trying, the door is locked." The cat said, walking towards her, " and a key we don't have, unless you count your mind."

"What do you mean?" Alice asked as she looked on the door and she saw what the creature was speaking of. craved into the black door were gold words. As Alice read them she began to understand what Cheshire had ment.

There is a certain crime

That if attempted

Is punishable.

But if it is committed

Is not punishable.

What is the crime?

"There's no such a thing." Alice said out loud, as she reread the strange riddle, " all crimes are punishable if committed."

"Not all." The Cheshire cat purred, as his glaze landed on Hatter.

"Its suicide." he said, and then Alice heard a lock's tumblers slowly turned and the text strange to another riddle.

What is better then the best

More evil then demons

The poor have it

And the rich need it?

"Nothing." Alice said, and watched once again as the text changed.

"There is a moral to that riddle." Hatter said, as she quietly read the next question, " nothing is a great gift indeed."

It can not be seen

Can not felt

Can not be heard

Can not be smelt

It lies behind stars

And under hills

And empty holes it fills.

"Only darkness could do such things," Alice said coolly, "darkness and madness seem to be the only two that fill everything now a days."

Hatter and Cheshire both nodded as the final riddle began to materialize on the stone border.

What am I?

I see the world pass me by.

All the good, all the bad,

In the twinkle of a eye.

I watch and wait,

And patiently sit.

I never began,

So I shall never quit.

My only presence

Is in my being.

It is Hardly noticed

But worth everything.

I' fast as light,

Thin as air

Don't let me pass by.

In the end you'll care.

To avoid me

Is the mark of a fool.

For all you're worth

Your life is my tool.

You can't beat me,

But you always try

The question is:

What am I?

"Oh dear," Alice said, sitting down on the stairs, " that could be any number of things, but not one thing in particular."

"Madness, you can't beat that," Hatter said, " and you can be used as its tool."

"Close you are," the cat purred from its post, " yet still far away, try something a little closer to home."

"Time," Alice said, standing up, " the answer is time."

As she spoke those simple words the fourth and final tumbler fell into place and the door swung open. Carefully and quietly they slipped through the entrance, the only sound was the that of their feet hitting the floors. There was no pawns or bishops there to greet them, and this frightened Alice more then the Bandersnatches that were still howling at the gate. The hallways were dim expect for the flicking torches the framed their dark corners and not a soul creeped in their shadows.

"Why hasn't one attacked us yet?" Alice asked, her hands shaking as they walked through the silent corridors.

"So many were killed in the war and their queen is gone," Hatter said, " and without her generalship the rest of the pieces are just cowards with dogs and weapons."

"Then their trembling shows that they are cowards," Alice said, " and trembling signals timidity."

"It does in your world anyway," Hatter said, a fearful smile on his face, then added " I'd smell trouble …if I weren't shaking so."

"Fire can smell fear," the cat said, "quell that fear if you want to survive."

"Ruddy good advice that is," Hatter snapped, as Cheshire started to vanish leaving his grin for only a few brief moments before it too disappeared.

"That is never a good sign," Alice said, "maybe he smelt trouble as well."

As soon as Alice said those simple words, a strong smell of burnt flesh filled the hallway. Hatter started to cough as the wretched scent filled his lungs. "Oh that is no way to greet your superior you dishonorable inventor." A small meek voice said.

Alice looked down on the ground to see the White Rabbit she had met in the dungeon, looking mangier then before with fresh burns covered parts of his dirty fur. His nose twitched rapidly as he eyes the Mad Hatter.

"You!" Hatter hissed, venom filling his voice, " I killed you!"

" Your reflection rescued me from that dreadful Pool of Tears" the rabbit said, then saw the scalpel in his hand and Alice expression "Really Nicholas, if your aunt saw you like this she would have you executed as sure a ferrets are ferrets."

"I'M NOT RELATED TO THAT BLOOD THIRSTY BITCH!" Hatter shouted, this voice echoing of the stone walls.

"Denying the royal blood that courses through those dirty veins of yours," Rabbit said, " you should be ashamed of crawling around in the dirt with such a low born women and a young girl none the less."

"Shut up," Hatter snarled, his limbs shaking with rage, " SHUT UP!"

As quick mercury, Hatter was the furry beast, snarling and snapping like a rabid beast. Alice watched in a fascinated horror as Hatter expert hand slit the tiny creature's throat. Blood stained the dirty fur, and Rabbit's waist coat. "Try talking now." Hatter said, watching the broken body twitch before death finally fell over.

"How handsome you are dressed in rage, Hatter" the Cheshire cat said as he reappeared, " pity your denials go unproven."

"I don't deny my connections to the royal family," Hatter said, his once venomous voice cooling, " just my relations to the red queen."

" I don't hate you for that," Alice said, taken his hand, " you've been a great help so far, and I know you have no more loyalty to the queen."

"Thank you."

Alice gave him a small smile squeezing his hand as she lead him down the winding corridors. Silence no longer joined them in their walk being replaced by the wir of machinery and what sound like children weeping and laughing. The further along Alice soon found that they were surrounded by thick doors and the cries of the children growing louder. Every once in a while, she would she a small, pale and fragile looking hand poke out between the doors.

"Who are those children?" Alice asked, quietly so not to be over heard by potential enemies.

"The children of the courts cards and diamonds, all of royal blood and potential enemies to the Queen." Hatter answered, trying not let the horrible noise affect him.

"What is making them laugh like that?" Alice demanded, " Why do they weep so?"

"Their minds are being poisoned," Hatter said, pointing to the tubing that ran to each cell, "gas and other toxic things are being pumped in to their chambers."

"Why are they locked up in here?"

"To be made into marionettes."

Alice stared at Hatter in shock, losing her voice for a moment. " How?" she gasped after regaining her speech. Hatter just shook his head, as if to tell her, you do not want to know.

"Then truly, and honestly, what is this place?"

" A factory," Hatter answered, " and training ground. The children are kept here to be used for practice for the card guards or to be made into my disgusting inventions."

"But I thought the clock tower was destroyed, how could this be a factory as well?"

"When you temporarily destroyed my reflection, the marionettes shut down."

"Then how are they mad?"

"You'll see soon."

As they walked deeper into the factory, the sound of machinery grew louder to the point in almost became deafening. Alice could hear voices talking low from an open door and it seemed to be the origin of all the chatter. Grabbing Hatter, she pulled him out on to a balcony and she finally saw how the diabolical marionettes were made.

First, a child was put in many of the small boxes and strapped in a sedated, then panels in the box wall would open up and mechanical arms would slip out tearing at parts of the child's body. Arms would be replaced with the rotating joints of the marionettes. Hands became deadly blades that tore flash from bone. Chests were opened and organs replaced with cogs, wires and wheels. The only thing left that was organic was the head, the face peeled off and then replaced with the leering tormented mask of the deadly dolls. Alice covered her mouth in shock and terror as she watched the process, and then her gaze fell on Hatter. " I'm sorry," he said, offering his apologies to deaf ears, " I'm sorry."

"There is nothing you can do to replace the past." The Cheshire cat said, as he walked along the railing, " You can only destroy this factory to save those who still live."

"And destroy it I will." Hatter said, as he turned to walk away, but he was pulled back around by Alice.

"Look." she whispered as she crouched down low. Along the factories floor walked the reflection Hatter and the Red King. The reflection was pointing at the various processes ,as she listened to their conversation.

" I am sorry for the lose of your wife," the reflection said, as he lead the king through the factory, " but you'll soon make those pale royals pay with their lives for your failure."

"And I thank you for your help," the king said, " I was a little surprised that you had returned after your encounter with that girl."

"She left some scars," the reflection replied, tugging on the collar of his shirt, reveling jagged scars on his neck and shoulders, " that girl plays with deadly toys."

"Yet your survived," the red king answered, " I can see why you are the queens most loyal subject."

"Most loyal indeed," reflection Hatter said, as they approached an empty square, " but the queen has become displeased with your work."

"What do you mean?"

"You've out lived your worth your highness and it is time to dispose of the trash." The reflection said with a maniacal grin. As quick as a shadow he slipped behind the red king and pushed him in the empty box. Instantly, the iron straps closed around his wrist and ankles. As the arms started to tear at his flash, the king began to scream. Then finally there was silence as the mask was clamped down on his bare skull.

Turning to look at the balcony, the reflection flashed a seductive smile at Alice, " You can thank me for saving you time my dear," he called, bowing low, " and I will await our meeting in the Queen of Hearts' keep."