A/N: Someone asked me if they were both dead...It's better to think of the different places in this story as different dimensions of the living world. Just because Fred isn't real in one, doesn't mean that he's not real in another, etc. Lizzie is physically real to him, even though no one can else can see her.

"Hush little baby don't say a word,
and never mind that noise you heard.
It's just the beast under your bed,
in your closet , and in your head..."
-Metallica

The darkness seemed to go on forever. Long enough for Lizzie to determine that it wasn't a lack of light, but a lack of anything, a nothingness so complete that she felt she might go insane. She could feel nothing- not her body, nor Fred holding her. Total sensory deprivation. When at last she felt she couldn't take another second of it, they emerged into a world unlike anything she had ever seen. Her eyes took in the streets and buildings and then she noticed the long line of ...creatures...for lack of a better term, waiting in what looked like an amusement park queue.

"Fred, what is this place?" she whispered.

"Hell...or something close to it," he replied. "Come on, but stay close. There's only one place I know to take you here that's safe."

He led her away from the large building in the center of town into a narrow, seemingly deserted alley. Here Fred's behavior became quite odd, at least to Lizzie. He didn't just walk straight down the road, but seemed to be dodging things, going around things. Once he pushed her into a narrow doorway and stood in front of her, waiting a moment before motioning her to continue. At first she thought he was just playing one of his games and was about to tell him to knock it off, but his face was so deadly serious now that she thought better of it.

"Fred, what are you doing?" she asked instead.

"What are you talking about? I'm trying to get you down the alley as safely as I can."

"What do you mean? There's no one here!" she cried.

Fred stopped and turned to her. "You can't see any of this?" He gestured around them.

She shook her head.

"Nothing?"

Again, she shook her head.

Fred led her back a short ways to where another alley split off and peered around the corner. He moved back beside Lizzie.

"Around the corner, take a look, and tell me what you see. Do it quick, though."

Lizzie took a quick peek. "Nothing, " she replied. "It's empty."

"You can't see the clown with the balloons?"

She was seriously beginning to think that one of them was crazy.

"No, there's nothing there!"

Fred gave her a long, confused look. "Well, I don't know why you can't see any of these...things, but you're just going to have to trust me that they're there." he said. "Just because you can't see something doesn't mean it doesn't exist. You know all those things that go "bump in the night"?"

"Yeah?"

"This is their world..."

Lizzie almost wished she hadn't asked about him anything in the first place. It was worse to know there were unseen creatures all around her, lurking in the shadows. She moved closer to Fred. Several minutes later, he finally stopped in front of a door that looked to Lizzie like every other that they had passed.

"I don't usually stay in this world any longer than it takes me to get my next assignment, so I'm not completely sure this is the right place. Be ready to run if I tell you to."

Fred knocked twice on the door and waited. A small shutter opened in the upper center and someone peered out. It shut again and a moment later they heard the sound of a bolt being drawn back.

The door opened a crack and a voice inside said, "Hurry, hurry! Come in!"

Fred pulled Lizzie inside with him and the door was shut and re-locked behind them. It was so dark that it took her eyes a minute to adjust. When they did, she found that they were standing in a long, narrow hallway. It seemed to angle downwards at length into a larger room lit by what she assumed must be a fireplace. The light flickered and danced across the walls ahead.

"It's been too long, lad." She heard the owner of the house say. She turned around and was shocked to find herself staring, not at a man as she had though he would be, but at a creature with the head and hooves of a goat, walking upright and clothed as a man.

"Come and sit," he said, leading them down the passage to the small center room. On the left of the room was a long wooden table and on the opposite side was a large fireplace in which a roaring fire was burning. He took a seat at the table and motioned for them to sit as well. There was only one chair. Lizzie and Fred looked at each other, confused. Lizzie sat down in the chair. The goat-man looked at Fred and again motioned him to sit.

"Take a seat, my boy."

Fred was thoroughly confused. He cleared his throat, "Um...since Snot-face is already sitting there and I don't think she'd care for me sitting on her, I guess I'll stand."

The creature squinted at the chair. "Have you picked yourself up a bwndyne on your travels? I'm afraid I cannot see her. She must be a fearsome creature with a name like 'Snot-face'."

Lizzie fortunately seemed to have missed the last comment (or didn't know what he meant). Fred had the decency to look embarrassed.

"Lizzie," he corrected himself, "her name is Lizzie. She's a...she's a girl. You can't see her?"

The goat-man shook his head sadly, "I'm sorry to say that I cannot. It has been many moons since a lass has darkened this doorway."

Fred found himself at a loss for words. In this world he was real, made of flesh and blood. Why wasn't Lizzie? Whatever had gone wrong in her world was wrong here as well.

"So tell me, " the creature continued, "what brings you back to this forsaken world, other than your next key?"

"I'm looking for a way to get Lizzie back home to her world. I'm...sorry," said Fred, "it's been a long time, I seem to have forgotten your name, sir."

The goat-man laughed. "Of course you have, lad! Time barely passes here...but, oh," he went on sharply, eyes flashing, "it passes for you, does it not? How many charges have you taken since you came here? How many years have passed for you? A century... more?" He stopped suddenly and looked around as if only now remembering where he was. "I'm sorry, lad," he said in a softer tone, "I don't mean to judge. I am old, I see clearly at times...and sometimes not clearly at all," he added, giving Lizzie's chair a conspiratorial wink. "My name is Stibbler."

"Stibbler," Fred began, "we're sorry to have bothered you. If you could just point us in the right direction, we'll be on our..."

"And just where do you think you'd be off to?" shouted Stibbler. "You've barely spent an hour of the last 10 years as a mortal, and yet you think you're in the condition to be rushing off somewhere? No, lad, tonight you will have a meal and sleep. Tomorrow is soon enough to search for the answers you seek."

He served Fred what smelled vaguely like stew from a pot hanging beside the fire.

"Would the lass care for a bowl?" asked Stibbler politely.

"No," said Lizzie.

"Yes, thank you," said Fred.

Stibbler filled another bowl and set in on the table by the empty chair. He left the room for a moment and returned shortly with two blankets.

"I'm afraid this is all I have to offer you for the night, but the fire should keep you warm enough."

Fred murmured his thanks and Stibbler disappeared up the staircase and the far end of the room, leaving them alone.

"You need to eat," Fred told Lizzie.

She shook her head, "I don't feel hungry at all. That's probably not a good sign, huh?" she said, more to herself than to Fred. What she really wanted was to find a good way to ask him what the heck was going on.

"What did he mean about me being an bin..bund..?" she asked.

"An bwndyne is a creature who is bound to a human, and only that person can see them," he explained. "If they're separated from each other, they both die...so it's a good thing you're not since we need to find a way to get you back home tomorrow."

Lizzie got up from the chair and to move in front of the fire. Fred followed and they sat together in silence watching the flames. As concerned as she was for her own self and what might happen to her, Lizzie was equally concerned with Fred. Through the years spent with him when she was little and that last week she'd spent as his charge after she'd freed him from the jack-in-the-box, she'd seen several sides of Fred. Mickey, who had only seen the effects of Fred's pranks, had described him as "out of control", but that was only one side of him. He had also been the one to comfort her after a bad dream, to encourage her, and he was the one who had quietly hidden her away in the cupboard during her mother's rampages, stoically standing guard outside. He was a true friend, however eccentric his methods had sometimes been and still were. But this was a side of Fred she had never seen before. She could tell he was uncomfortable here, but his seriousness and silence, with no trace of his usual childishness worried her more than a little.

Fred knew it was coming, he could almost see the questions forming in Lizzie's mind. He wondered what she would ask about first. What was behind those brown eyes of hers? Come on, he thought, just get it over with.

"So...," she started, "what is this place?"

Fred sighed and stared into the fire another moment, slightly mesmerized by the flames, until Lizzie began to wonder if he'd heard her or if he just didn't want to answer.

"It's name is Elphyne, at least that's what most call it. It means the 'land of spirits'... the 'land of the dead'," he said at last.

"Is this where you're from? Your home?"

He blinked away from the fire and rubbed his eyes, not speaking.

"You don't have to talk about it if you don't..."

"It's not that I don't want to talk about it," he interrupted. "It's that I don't really remember much." He turned to Lizzie. "Do you remember him asking me about my charges, about how long it's been?"

Lizzie nodded.

"Well, he's right, it's been a long time since I've been anything but what you know me as."

"How did you meet Stibbler?" she asked.

"Being here, in this house, is the furthest back I can remember. I don't know why I was here, or how I came to be here. He said I had been hurt, but I don't remember anything about that happening either. The only thing I know is that my name is Fred, other than that..," he shrugged his shoulders.

"I'm sorry, Snot-face," he said, "the real "me" isn't as much fun as I am in your world."

Lizzie couldn't help but smile, "That's okay. So...being an imaginary friend is therapy?"

Fred grimaced. "I didn't know what else to do here," he said quietly. " I don't like thinking about things I can't remember. Being around kids helps me forget."

Lizzie considered it. She supposed that being a carefree child's imaginary friend was about as far removed from reality as one could get.

"How many charges have you had, other than Natalie and me?"

He shook his head. "I really don't know. Most charges I only stayed with for two or three years, some, like Natalie, even less. I don't remember anyone clearly before you, but then it's hard to forget being stuck in a jack-in-the-box for nearly 20 years.

Imagining Fred forgetting her almost brought tears to Lizzie's eyes. If he hadn't of gotten locked away in that damn box, she would just be another one of his nameless charges, she thought. Despite herself, she yawned.

Fred stood up. "You should get some sleep," he said. He spread the thickest blanket down in front of the fire and doubled it over. "Go ahead, I'll stay up a while."

She wanted to protest, but she could hardly keep her eyes open. "Alright, just for a little while," she said.

She lay down on the blanket and Fred covered her with the second one. "Hey, that's yours."

"I'm not cold. You'll be more comfortable with it than without it."

She was nearly asleep when Fred said quietly, "By the way, thank you."

She turned to look at him, "What for?"

"For trusting me...at the canyon."

The canyon! That seemed like weeks ago.

"You were right," she said, smiling, "it was worth it. Good-night, Fred."

"Good-night, Snot-face."

"Fred?"

"Yeah?"

"Stop calling me that."

Fred laughed, the first real laugh she'd heard from him since they had been here.

"Good-night, Lizzie."

When she woke, the fire was smaller and the room considerably cooler. It was still full dark and she had a frightening moment before she realized where she was. Something wasn't right, she could feel it, her heart seemed to pound loudly in her chest. At first she thought she might have had a nightmare and just couldn't remember it, until she heard a sound behind her. She turned around to see Fred, asleep, but muttering incoherently. As she watched, his head tossed from side to side as if struggling against something in his dream. She threw off the blanket and crawled over until she knelt beside him. She laid her hand on his forehead and ran her fingers through his red hair.

"Fred," she whispered, "Fred, wake up!"

His only response was a low moan. His head shook again.

"No...no...no..." he murmured over and over.

Lizzie leaned over him and shook him. The effect was immediate and terrifying. Before she could move, his hands fastened around her wrists and his blue eyes opened and focused on an unseen foe.

"Run!" he cried. "Run! Run!"

She had never realized just how strong he was. His grip on her wrists tightened painfully.

"Fred!" she shouted. "Wake up! Fred, listen to me, it's Lizzie! Fred, it's okay, WAKE UP!"

Suddenly he was still and quiet and his hands released her. She jumped back and watched him anxiously as he sat up and his eyes focused on the world around him.

"Fred, " she asked quietly, "are you alright?"

He looked at her. "What happened? What's wrong?"

"You had a nightmare."

"I...I don't remember dreaming anything," he said. He noticed her face was pale even in the dim firelight. Her fear was strong enough for him to feel it. "Did I frighten you?"

"No," she lied, not meeting his eyes. "I was just worried about you." She moved her arms behind her back and pulled her long sleeves down to cover her wrists which were probably quite colorful now, judging from the way they felt.

"Aren't I supposed to be the one watching over you?" he asked, not entirely happy about her lying to him. "I'm fine, go back to sleep."

Lizzie gave him a long look, no doubt trying to determine if he was really okay or not, thought Fred.

"Would you tell me if you weren't?" she asked.

"Probably not."

She rolled her eyes. "Fine." With that, Lizzie lay back down and threw the blanket over herself. It was a long time before she slept again, though.

Fred lay awake, long after he heard the slow, rhythmic breathing that meant Lizzie had fallen back asleep. He listened to the wind blowing against the walls of the house and the intermittent thunder which signaled a storm which would never come. It never rained, not here. He thought that maybe if it would - if it could- perhaps something vile could be washed away from this land, but it never did. So much like the storm he felt simmering inside himself whenever he was mortal again. The war between wanting to remember and wanting to forget. Now, without having even made the choice to fight, he felt the battle lines were being drawn. His future had changed the instant he had brought Lizzie here, into the other side of his life. He looked over at her...not a child anymore and far too old to be anyone's charge. If they were able to find a way to undo whatever had happened to her and she was able to return to her own world, what then? Would he come back to Elphyne and resume his assignments? Then his Lizzie - no, not his anymore - would forget him someday. Just one more thing he'd just as soon never remember.

Lizzie startled awake by the hissing of the fire being doused. She watched Stibbler, in the light from his oil lamp, pour the remaining water in his pail over the last smoldering embers. What an odd thing to do, she thought. Without the fire, it was wretchedly chilly and she wrapped the blanket around her as she stood up. She saw Fred sitting against the wall, asleep. It didn't strike her as a particularly comfortable position. Stibbler walked past Fred on his way to put the pail away, and Lizzie felt a unexpected wave of protectiveness wash over her as the goat-man stopped and gave Fred a long, appraising look. When he had moved on, she knelt beside Fred and studied his face in the dim light. She noticed for the first time how young he looked, and she wondered how old he truly was - surely not much more than herself. She hesitated to wake him, but as much as he probably needed sleep, she wasn't sure sleeping while the owner of the house was wandering around putting out the fire was the safest time for it.

Prepared to move quickly in case he reacted the same way as during his nightmare, she shook his shoulder gently.

"Fred..."

His eyes opened, he lost his balance and fell over.

"Morning," she said.

He picked himself up and found his bearings. "Well it's definitely not a good one, that's for sure." He shivered. "It's cold in here!"

"It won't be where you're goin'," said Stibbler. "Come on, you'd better be moving, time passes faster there than here."

Lizzie lent Fred a hand to help him up. As he stretched, she heard popping noises and winced despite herself. So much for sleeping sitting up. Stibbler motioned him over to where the fire had been.

"Where are we going?" asked Fred looking up. "Up the chimney?"

"Not hardly...follow me."

To their surprise, Stibbler stepped across the now cool remains of the fire to the other side. Fred and Lizzie followed him and found themselves in a hidden room with a small door about three feet high by two feet wide. He opened the door to reveal, not another room, but another door with another knob.

"Fred, what is this?" asked Lizzie

"Where are you sending us?" Fred asked Stibbler.

"Why, back the way you came, of course! You can imagine my surprise when one day I'm sitting, minding my own business, and all of a sudden a young man comes running through my fireplace as if the very hounds of Hell were after him!"

"Look," said Fred, "I'm grateful to you, but I'm not here for myself. I'm here to find help for Lizzie. Besides, I don't remember any of that."

"Whatever answers you seek, you will sooner find them there than here. Now stop killing time and go!"

Fred turned to Lizzie who shrugged her shoulders. "I guess we'd better go."

Fred took her hand and opened the second door out into what appeared to be a forest. "Go ahead," he said. "I'll be right behind you."