HamiltonAsparagus: Many thanks for your very thoughtful review. Thomas is very cunning!

Guardsman19: Thank you so much. I love trying to get inside the head of complicated characters so really pleased to know you are enjoying reading.

A/N: This story is AU so does not always reflect the same time period as the series. Some characters you will already know, others you will meet for the first time.

*** chapter 17***

Alone at last in her small bedroom, Phyllis Baxter sank down on her bed and wept softly. She dare not let anyone overhear. She dare not weep aloud.

For the day that opened with golden promise had ended in black despair. She never for a moment thought Thomas would deceive her. Whatever happened to the mischievous boy who would confide in her, who would greet her with genuine affection, who would talk nineteen to the dozen about his and Paul's adventures? Even though Nathaniel Barrow called him perverted and regularly beat him for his "unnatural ways" although his son's only crime was preferring the love of a lad to the love of a lass, the world had not yet turned him bitter. He cared for Kate, for Paul, for Phyllis, even for Ben, though he tried to hide his love for his little brother with sarcasm and often enough a clip round the ear or sly shove.

But he was bitter now. Bitter and angry and unforgiving. Unrecognisable from the young boy she knew.

It had been an hour or so before midnight when Thomas sought her out. The quiet time, when the household was abed, and any servants who hadn't yet gone to their rooms or homes or, if they were hardy enough, to take a brisk late walk in the cold country air, could finally relax.

Save for the poor little maid of all work, hair tumbled over her face, pale and yawning and looking ready to fall down at a moment's notice, who waited on all.

Phyllis was touched when Lottie brought her a mug of sweet tea as she sat reading and enquired in little more than a whisper, so timid was she, if it was to Miss Baxter's satisfaction. The tea was lukewarm, but she would never have dreamed of telling the exhausted young girl she yearned for a hot drink to warm her chilled bones; instead, sensing a loneliness emanating from her very being, she asked after her welfare and was rewarded with the warmest of smiles and the whispered reply she was very well indeed, thank you, Ma'am. She prepared to scurry away as Thomas approached and, as the most senior member of staff present, ordered her in a firm but surprisingly gentle voice," Go on up to bed now, Lottie."

Yet Phyllis had the strongest impression it wasn't Thomas who scared her. It was the murmurs of the night-time, the shadows falling across the walls, the stirring of spiders in the semi-darkness that frightened the girl. Others, she came to learn, were afraid of his cruelty. The weakest and most vulnerable did not fear him because they did not need to. And that gave her hope, she realised much, much later, when she came to know more and to reflect over matters.

But at that moment hope had not yet fled and she had not yet made the acquaintance of a different Thomas Barrow to the Thomas of yesteryear. Tired though she was, she relished the prospect of reminiscing about the "old days". And she wished to thank him. She'd liked Lady Grantham immediately just as he said she would. She'd spent the afternoon learning about her new mistress's likes and dislikes and made a mental note she would surprise her with freshly squeezed orange juice every morning; she'd heard Americans enjoyed it with breakfast. Her last task had been helping Her Ladyship retire for the night, and her heart danced, overwhelmed with gratitude that the Countess never once mentioned the jewellery theft, obviously starting with the clean slate Thomas promised.

But he pulled up the chair beside her and in a low voice meant for none but their own ears revealed...

Not a soul in Downton was aware of Miss Baxter's crime. Not even Lady Grantham. Not because he wished to protect her, but because he wanted her for his spy or he would blow wide open her secret and leave her life in tatters. And far too late she realised what a trusting fool she'd been to open her heart to someone she now barely knew.

Thomas still being on duty, they had exchanged no more than polite greetings upon her arrival. But before introducing her to Charles Carson, the head butler, he had pointed out Mr Bates as being of "particular interest to both of us". She recognised the crippled valet from the photograph the shopkeeper showed her, and in her innocence thought perhaps Thomas was anxious to have her know his identity because the man was held in such high esteem by all.

It was only now he told her, without troubling himself to explain why, he wanted a heavy revenge on John Bates and she would help him achieve it.

"Why are you making me do this?"she asked, hurt and baffled. She was only ten or twelve years older, but she had always loved and cared for Thomas as a mother loves and cares for a son. And how sharper than a serpent's tooth to have a thankless child!*

"Oh, come now!" The devil of malice was in his eyes. "You owe me, Miss Baxter. Kate never would have died if you hadn't left when you did."

She could only gasp at the blatant and unfounded accusation. Kate died of diphtheria. They both knew this. She might have found a comfort and reassurance to have had her close friend's company after the tragic deaths of Ben and Paul, but diphtheria claimed the lives of several of the townsfolk that terrible, terrible year.

"I could tell everyone you're blackmailing me, Mr Barrow." It was an empty threat. Despite everything, she still held a motherly affection for Thomas. For the boy he was. And her heart ached for him . Because somewhere hidden deep inside she was sure there was still a brave, generous, beautiful human being.

If the devil of malice was in his eyes before, Satan himself took possession of him now. He leaned closer, his expression malevolent in the green gas light – not all the servants' quarters boasted electricity yet although the butler and the housekeeper need only click a switch to flood their respective offices with brightness - as if keen to help with some query. But Phyllis alone heard his cruel whisper.

"Dear, dear, dear, Miss Baxter, what a foolish course of action that would be. No position, no shelter, no money. And how you will have disappointed Her Ladyship! I told her everything you told me in your letter, that you worked as a lady's maid for many years, for a Mrs Sarah Hammond-Martin until the family decided to emigrate to Australia and you felt the heat would not agree with you."

"I told you nothing of the sort! There never was any such person." Phyllis whispered as loudly as she dared without drawing attention to herself. There was a middle-aged, balding man sitting nearby; she didn't recollect his name, only that he had a kindly face and was awkward and unsure in his movements, as if he had never before carried trays or even set foot in servants' quarters. She wondered if he was listening from behind the newspaper he held to his face.

"Don't you? How strange! Of course, as I shall tell her Ladyship, I had no idea about the theft of jewellery from your previous employer or that you were an ex-jailbird or I never would have suggested you for such a trusted position. I was shocked when you couldn't resist bragging how clever you were to deceive me only after you'd started work here. Or..." He smirked, a cat toying with a mouse. "I could perhaps reveal what an accomplished liar you are, Miss Phyllis Brown, authoress of imaginary books, mistress of deception. "

"Mr Bar..." Phyllis gave in. she hadn't the will nor the energy to fight. She had told him too much. Trusted him too deeply.

"Do we have an understanding?"

She nodded miserably.

"Very wise, Miss Baxter, very wise. Your task is simple. To begin with. Make friends. Especially with Master George's nanny, Sheila O'Hara. Be someone everyone believes and trusts implicitly."

She felt a breath of relief that he was asking her to do no more than she would have done anyway although the particular reference to Sheila O'Hara puzzled her. What possible relevance could the little boy's nurse have with anything? She hadn't even met the woman. Nor were their paths likely to cross often. No doubt Miss O'Hara spent most of her time in the nursery. "What else?" she asked dully.

"Build up your background story. Your former employer Lady Sarah Hammond-Martin emigrated to Australia. You couldn't go because of the heat. I'll give you further instructions when I'm ready to." He moved away from the table and spoke aloud, a mocking laugh threading through his words. "And may I wish you every happiness here at Downton, Miss Baxter!"

She could feel her stomach churning with trepidation as she watched him leave and jumped when someone lightly touched her shoulder.

"Pardon me, Miss Baxter;" It was the man with the kindly face and tremendous ability for tripping over his own feet; "but you seemed troubled when Mr Barrow was speaking with you just now." She didn't miss the note of contempt when he spoke his name. "May I be of assistance in any way?"

"No, thank you, I am perfectly fine. Mr Barrow is an old friend."

"But you're shaking!"

She looked down at her trembling hands. "Yes, it...it's turned bitterly cold tonight and I..I don't adjust well to extremes of temperature. It was the reason I was unable to accompany my former mistress to Australia. Knowing my medical history, my doctor advised against it." Dear Lord, Thomas was correct when he called her a mistress of deception! Her lies flew thick and fast. Had she always been duplicitous and never the good Christian woman she used to pride herself on being?

He was solicitous at once although his clumsy nature meant in his eagerness to please he almost toppled the chair Thomas had lately vacated. "Can I fetch you a shawl? Or a mug of tea or…?"

"Thank you, but no. It's been a very tiring day and I think it might be prudent to retire early." She rose as she spoke, keen to be safely ensconced in her private quarters.

"I understand. Australia, though! Such a fascinating place, with its Outback and Aborigine dream time stories and kangaroos and duck-billed platypus and...oh! I'm keeping you from your sleep." She was to learn later he was an avid reader with an unquenchable thirst for acquiring and sharing knowledge.

He bade her goodnight and asked a housemaid, who was packing away her knitting and book ready for bed, if she would accompany her to the ladies' quarters, aware that although Miss Baxter would already have been shown her room, Downton Abbey was a maze to new staff.

The woman walked her to her door and wished her a good night's rest, before carrying on to her own further down the draughty corridor. Phyllis kept up the pretence that nothing was amiss as they exchanged pleasantries, but now she was alone, thankful that, unlike most of the servants, she did not have to share, she broke down.

Weeping softly, hugging herself for comfort, the day playing out in her mind, searching for some sense, some hint, of what changed Thomas so much. Calling to memory the joy she'd felt at seeing Downton Abbey for the first time, its windows ablaze with light, shining like a beacon in the grey fog shrouding the Yorkshire countryside.

"It's magnificent," she said breathlessly, not realising she'd spoken aloud.

Mr Jacobs, a squat, taciturn man of uncertain age, who had been sent to collect her from the railway station, grunted something unintelligible, albeit not churlishly, in reply. In their drive to the Abbey, Phyllis Baxter had quickly learnt not to take offence at his reluctance to talk. It was simply his way. It seemed when allocated a task he would perform that task to the best of his ability, giving no more and no less. After brief introductions, he enquired as to her journey and was satisfied with one or two sentences in answer. He encompassed all that he felt Miss Baxter needed to know in a handful of words and expected the same in return.

Still, she was grateful for his silence. She needed time to adjust, to gather her thoughts, to breathe. He made no comment about her luggage other than to ask, "This the lot then?" there was no emotion in his voice, no astonishment that she owned so little, no friendly chatter. If she learnt anything at all about her companion, and this was not offered but only by dint of Phyllis politely asking about his own plans for the future, for people often remarked on how Miss Baxter could draw anyone out of themselves, was that he had been saving for decades and planned to retire to his own little cottage within the year, to spend the rest of his days keeping hens and growing his own fruit and vegetables.

The car drove smoothly to the servants' entrance where Mr Jacobs surprised her by roaring a loud "Hullo!" The hallboys waiting in the doorway, however, were in the middle of some quarrel, the gawky lad busy berating his smaller companion for some minor uncompleted task before recollecting they were in company.

"Miss Baxter's luggage," Mr Jacobs instructed succinctly.

Walter – was his name Walter or was that the lanky youth? - looked in astonishment at the two small bags before his expression morphed into one of indifference and he lifted them up as though they were made of feathers.

"Follow me!" He bellowed importantly as though leading an army.

Obviously, preparations for Miss Baxter's arrival were pre-arranged, for everything was running like clockwork, she reflected, amused and relieved to glimpse Thomas at the very moment the word flitted through her mind. A petite, blonde and very pregnant woman was consulting with him and espying Phyllis she looked up and smiled.

"But everybody knows me as Anna," she said, after Thomas formally introduced her as Mrs Bates., "Mr Carson says he wishes Mr Barrow to show you to his office, then for me to return in ten minutes to take you to your room, then it's back down to the kitchens for a bite to eat before you meet Her Ladyship. You'll like her, she'll put you at your ease in no time. You wait here patientlytill I come back." She pursed her lips and raised her eyebrows at the hallboy, who, taking advantage of the fact Thomas had stalked off and obviously bored, was swinging the luggage. He immediately put down the bags and grinned apologetically. Phyllis suspected Anna, with her gentle reminders of how they should behave, was hugely popular with all the junior staff. Which was hardly surprising. It was surely impossible for anyone not to like Anna.

In fact, it was impossible not to like any of the staff she met that day. Downton Abbey seemed to boast as many servants as she imagined Buckingham Palace must, some of whom nodded hello as they passed carrying sheets or mending or summoned by a bell. Anna kept up a running commentary of who was who, pausing only once to mildly rebuke the incorrigible hallboy for whistling "extremely tunefully, it must be said, but he must remember never to whistle so loudly Upstairs so perhaps he should practise whistling under his breath", and although most faces and names blurred, Phyllis felt she already knew a few quite well.

Mr Carson was a stickler for the rules and perfection, but so Miss Baxter was herself, and she sensed a kindly heart beat underneath that grave and stern exterior. Mrs Hughes, his wife, was a motherly woman who invited confidences, and Mrs Patmore the Cook given to flustering and high drama in the smallest of crises, though quickly calmed by a lively young kitchen maid who, rather strangely, was reading a thick history reference book in between checking pots and pans.

Mr Jacobs disappeared soon after giving the hallboy instructions, but from Anna she learned he had worked at Downton Abbey for several years, and in all that time no one ever knew him to use more words than were absolutely necessary, nor did they ever know him to have any particular interest in anything, relationships, hobbies, even food or drink, nothing except saving for his cottage, and content with his solitary dream.

It might have been the Cornish shopkeeper's glowing report of John Bates, it might have been the fact he was Anna's husband, but puzzlingly and illogically she liked Mr Bates immediately Thomas stopped by a small round window to indicate the valet limping hurriedly through the grounds, adding the peculiar remark he was "of particular interest to both of them."

Thomas himself was the biggest puzzle. Phyllis understood, being still on duty as under-butler, he could spare only a few minutes, and he'd never been prone to emotional outbursts so she did not anticipate a gushing welcome, but she did expect a smile and a word or two to reassure. It hurt beyond measure to be treated coldly as a stranger when once they had been so fond of each other.

She brushed away the memory of her disappointment, however, as Anna showed her her room. The fog had not yet quite lifted and its gloom penetrated like a spectre, bringing cold and dampness inside. Anna clicked on the gas lamp with a tug of its chain and a brightness flared before it settled to cast a timid glow over the few items of furniture, a bed, a writing desk and chair, a chest of drawers, a mirror, this was all, but to Phyllis, used to having nowhere to call home since she fled Manchester, it was a palace. A beautiful scent assailed her nostrils and she was about to complement her companion on her choice of perfume when she saw them. The reason for Anna's grin. Overflowing from in a vase in the middle of the writing desk was a large bunch of red and yellow chrysanthemums.

"Lady Mary gave me permission to pick them before they left this morning," Anna smiled.

"Oh, Anna!" Miss Baxter cried, touched that this woman whom she had known for such a short while could be so thoughtful. She would have flung her arms around her in gratitude, but her natural shyness prevented her. Perhaps in time, she thought, perhaps in time when I am more confident with everyone here. Little dreaming then of the plans Thomas had for her at Downton Abbey. Little dreaming as she put away her few belongings, a song in her heart, that the young boy she was so fond of would be grow up to be so cruel.

"I can help you unpack, if you wish," Anna offered. "Of course, we'll have to leave some space for when your main luggage arrives."

"This is all I have," Phyllis whispered, indicating the two bags that the hallboy had carried as far as the entrance to the ladies' quarters and they the rest of the way. Nobody ever asked why she owned so little when she was travelling because travellers moved on. A more permanent position was different. But she felt she could be honest with Anna. That she would never judge.

She was proved right. Anna looked momentarily surprised, then smiled. "Well then, I've plenty I can give you! Milady is always very generous to me."

"As you have been to me, giving up your day off, helping me settle in, being so kind," Phyllis said emotionally, "and I thank you with all my heart."

Anna laughed, slightly embarrassed. Truth was, she took pity on Phyllis Baxter before she even met her. Though they hid it well upon her arrival, there had long been murmurs of discontent among the servants about a friend of Thomas Barrow's being employed as ladies maid to the Countess of Grantham, Thomas being very much disliked and distrusted. "I'm no saint, Miss Baxter, it's not kindness, it's plain old nosiness! What else would I do with myself with Mr Bates working all day and Lady Mary away with her husband and son? I hate to be idle. Anyway I have an ulterior motive. I'd like us to be good friends."

"We will, oh, we will!" Phyllis tried to recollect when she was last so happy. Probably all those years ago in Manchester when she and Kate were like sisters, when Thomas and Paul amused them so, when little Ben trailed after her, jealous of the time she afforded his big brother. When she did not yet know the man she was to marry was already married with children…But surely her happiness could never be snatched away from her here at Downton Abbey?

Except it could. By someone she had always loved and cared for. But perhaps there was hope. Perhaps if the weakest, the most vulnerable, held no fear of him there was the tiniest chink in his armour and the boy she knew still lived on in the man. Because as she sat alone in her room, weeping softly, afraid someone might overhear, she realised. It wasn't for herself she wept.

It was for Thomas.

*How sharper than a serpent's tooth it is to have a thankless child (William Shakespeare)

A/N: I am definitely continuing with this story but updates will not be very frequent. I mentioned in my Author's Note in my previous chapter that I thought I had sciatica. My doctor has diagnosed something more serious and it is very painful and unwise for me to sit using the laptop for long periods. But, rest assured, I will be posting new chapters whenever I can.