"Starry, starry night.
Paint your palette blue and gray,
look out on a summer's day,
with eyes that know the darkness in my soul...

Colors changing hue, morning fields of amber grain,
weathered faces lined in pain,
are soothed beneath the artist's loving hand."
-Don McLean

A knock at the door woke Lizzie from her dreamless slumber. She got out of bed and opened the door to find a girl holding a tray.

"Pardon me, Miss," she said, "but the Queen thought you might like to break your fast soon. Alice asks that you meet her in the courtyard after you're finished. The footman will show you the way."

Lizzie thanked her, took the tray, and closed the door. She sat it on the bed, examining the contents. There was a bowl of fruit (none of which she recognized), some pastries with a bright purplish-pink jam that reminded her of the elderberry her grandmother use to put up, and a glass of orange-colored juice. When she'd finished, she began looking around for something to wear. There were dresses in the wardrobe, but they looked so, well, fancy, that she wasn't sure she felt comfortable wearing them. She opened the drawers until she found a dark green skirt and cream colored blouse with long sleeves. She brushed her hair with the brush she'd found by the basin. The footman showed her out to the courtyard where she found Alice setting on a bench, reading a book.

"Good-morning!" said Alice, looking up. "How did you sleep?"

"Quite well, thank you," replied Lizzie, taking a seat next to Alice on the bench.

"The castle can be a bit daunting your first time here, so I wanted to talk with you before Mirana rushed you off to get ready. Sorry if I woke you too early."

"No, that's okay. Ready for what?"

"Oh, there's always something going on here. Apparently the word has spread about your friend's arrival and quite a few people have invited themselves over for brunch, lunch, and any other meals we may be having today."

"Hmm... I was meaning to ask about that," said Lizzie. "Fred seems very...popular." She was having a hard time thinking of him as someone people would go out of their way to meet.

"That's what I gathered. Tarrant didn't have much to say about it when I asked him, only that he kept to himself most of the time unless he was with the children – he was some sort of teacher or something."

"Really?" she asked, intrigued. That would certainly explain a few things, like why he would choose to become a child's imaginary friend (though without him remembering anything of his previous life, the coincidence was astounding). She had little doubt the Fred she was just beginning to know had been an excellent teacher. "It's hard to imagine, I've only known him as what he became after he left Underland."

"Well, you know more than I," said Alice. "If I met him on one of my visits here as a child, I don't remember it."

"Actually, I wanted to ask you, without Fred around, about what happened...when Fred disappeared."

Alice looked nervously down at her hands. "We're not supposed to talk about it to him – Mirana's orders. She said he needs to remember it himself."

"I don't have any intentions of talking with him about it, but I need to know. Otherwise I won't be able to understand what he's remembering."

Alice gave her a long look. "I agree, but all I can tell you is what I've been told. It happened during the reign of the Red Queen, about fifteen years ago, by Underland standards. There was a festival of some sort at Hightopp Hill, the place we were at yesterday. Without warning, the Jabberwocky attacked the clan. Tarrant escaped because he was charged with getting Mirana to safety so he rode off to Marmoreal with her instead of staying to fight. When he returned, everyone was dead or missing. At first he thought it had been an attack on Mirana since she had been visiting the festival that day, but when he went to get help from the other clans, he found they had also been slaughtered. Everyone from the clans in the hills of Witzend and the plains of Iplam had suffered the same fate. Every man, woman, and child murdered in cold blood. The Red Queen had sent her entire army out that day and Tarrant was the only one of hundreds to survive...and Fred, apparently."

Lizzie now understood Tarrant's actions the day before. How could one endure such sorrow? And then, over a decade later your long dead brother waltzes up to your tea table with no idea what's going on or who he is. Then she thought of Fred. Wonderfully carefree, eccentric, always smiling Fred and she thought of all the pain that lay silently waiting for him to remember. She felt hot tears burning in her eyes.

"Fred...," she said softly. "What will become of him...when he remembers?"

"I'm so sorry, Lizzie," answered Alice. "I don't know."

They sat in silence until the girl who had brought her breakfast came up to Lizzie.

"Excuse me, Miss, but the Queen asks that you be appropriately attired for this evening. If you would follow me, please."

Lizzie turned to Alice. "Thank you for telling me what I needed to know."

Alice gave her a sad smile, "I'm sorry, I fear I have cast a dark cloud over your heart. Please, try to have a good time tonight – for your friend's sake."

Lizzie nodded and turned to follow the messenger girl, vowing to put all dark thoughts out of her mind until she had to think of them. "What's your name?" she asked as they walked through the halls.

"Raenie, Miss," the girl seemed over-joyed to have been spoken to.

"That's a beautiful name. Please, just call me Lizzie."

"Wait 'till you see your dress, Lizzie! It's gorgeous!"

If he had to bang on the door one more time, Tarrant thought, he was just going to break down the bloody thing and drag him out of bed. Finally he heard the bolt slide back and a very tired looking Fred opened the door.

"What the hell do you want?" asked Fred, yawning.

"Bloody Hell! You look worse'n ya' did yesterday!" Tarrant grabbed his arm and pulled him out of the room. "Here," he said, thrusting some sort of pastry at him. "Eat this."

Fred jerked his arm away from Tarrant. "Hey! I'm not running who knows where with you! What's going on?"

"What's goin' on is that I have t' get ya presentable 'fore Mirana sees y' again."

"What are you talking about?"

Tarrant stared at him. "You really want t' walk around lookin' like that all day? Least ya found some clean clothes. Come on."

First things first, thought Fred. "Where's Lizzie?"

"How should I know? I'm sure she'd rather see ya' after ya' get cleaned up though."

"This is the way she's always seen me," he said quietly. Just how bad did he look?

Tarrant looked at him as if he'd suddenly grown another head. "I think she needs t' raise 'er standards a bit," he said bluntly.

Fred felt his cheeks turning red. Tarrant clapped him on the back.

"Don't worry, Freddie, we'll fix ya' up – good as new."

'Surely they didn't mean for her to wear this!', thought Lizzie as she looked at herself in the mirror. She'd never seen a dress so beautiful, much less tried one on. "Are you sure it's okay for me to wear this?" she asked one of the women who had been helping her get dressed.

"Now why wouldn't it be?" the woman asked, surprised. "'Tis beautiful on you!"

"It's just, it's quite a bit fancier than what I'm used to."

"My dear, you'd best get used to fancy here in Marmoreal," she said with a smile.

The dress itself was two parts. The first was a chemise made of a cream colored linen which gathered around the top in a wide, deep, collar that came just over her shoulders with long sleeves, gathered above and below her elbows, and at the wrists with long cuffs. It laced in the back, not unlike a corset. On top of this was an over-dress of soft, dark green velvet with gold trim. The bodice came down lower than the first dress to just above the rise of her breast. It tied high above her waist with a wide gold sash. The dress seemed to accent parts of her that she was sure her mother would find inappropriate to be accenting. She felt pretty.

As Lizzie was admiring the dress, Mirana entered the room. The maids bowed to her and left the room while Mirana approached Lizzie.

"Lizzie! I'm so glad the dress fits you!"

Lizzie spun around to face her. "It's magnificent! I can't thank you enough for your hospitality!"

Mirana waved her complement aside. "I assure you, it's no trouble at all. I can't have you outdone by all the sillies visiting. Though why they think Freddie might give them a second glance just because he doesn't remember turning them down the first time is beyond me."

Lizzie couldn't contain her curiosity over Fred's previous life. "I beg your pardon, but what do you mean?"

Mirana looked at her with a bemused expression. "I forget that you aren't familiar with Freddie's history. We grew up together, Tarrant, Freddie, my sister, and I. The Hightopps have always been employed in the service of the king or queen in some capacity or another since anyone can remember. Their father was the Royal Hatter here for my father. My sister, Iracebeth, was actually quite smitten with Freddie, but he has a reputation of turning down every invitation of that sort." She grinned at Lizzie. "He's had quite a few."

Lizzie tried to imagine Fred as some sort of "chick magnet" and had to cough to keep from laughing. She just couldn't see it, what with his wild clothes and crazy hair, though Tarrant had said something about no one recognizing him now.

"Alice said Fred was some sort of a teacher," she said, remembering Alice's words earlier.

"Sort of," said Mirana, "though probably not the kind you're thinking. He didn't so much teach reading or writing as teaching the children about things – plants, animals, how to use or understand them. I think in your world you call it survival training. You see..." She paused then, as if deciding what to say. "Freddie...knows things. He can see things, sense things happening before they do. Sometimes he can feel the emotions of other people he's closest to. He's very...unique."

Lizzie remembered the road in Elphyne when she wondered what Fred was avoiding and how he could see all the creatures that she could not. Would he have even been able to see her without his gift?

"Oh, before I forget," continued Mirana, "I wanted to ask you about your hair."

The quick change in topic caught Lizzie off guard. "Um..what? My hair?" Why would anyone care about her short, plain-Jane hair?

"Yes, do you like it short? I took the liberty of mixing up some lengthening potion in case you didn't."

"You mean you can make it longer?"

Mirana smiled. "You'll find that somethings can be changed easily here in Underland, other things not so much. Hair is one of the easy things."

"I hate my hair short."

"Well then, this is just the thing." She handed Lizzie a small bottle. "It's one sip per inch, so I'd say you'll need to drink half the bottle."

She uncorked the top and sniffed it. It smelled like cinnamon. She brought it to her lips and drank half the bottle. Nothing happened for a few seconds. Then she felt an odd tingling on her head as her hair started to grow. When it had finished, it fell half-way to her waist as it had before her mom had convinced her to cut it. There was something not quite right about it though – it wasn't' straight. Her hair, no matter what she did was always straight, and she hated it. Now it was beautiful. It seemed to have a life of it's own as large curls wound around themselves and each other down her back.

"Wow! That's some potion!"

"It just gives you what you want," she said, smiling. "Now, I must get back. Just have someone show you to the Great Hall when you're finished here."

Lizzie took one last look in the mirror as she twirled around and then asked one of the footmen to show her to the Great Gall. It turned out to be not so much of a hall as it was great. The ceiling seemed to stretch up several stories and it was easily the size of a half a football field. There were already many people there. Lizzie noticed that a large percentage seemed to be females between the ages of 20 and 40, all dressed in their finery.

"I don't see why I can't just go back to my room," moaned Fred. Ever since Tarrant had forced him into a room where people had spent far too long fussing over his appearance, he had been getting strange looks from those he passed, and if one more girl started giggling to her friends behind his back, he was just going to stick a bag over his head. It was all very disconcerting. The only bright side was that he liked his clothes. Evidently they were his own – things that he'd left behind at Marmoreal when he disappeared had been stored instead of discarded.

"Better get used to it while you're 'n Marmoreal," Tarrant was saying. "There's no woods t' run off t' and hide 'n here."

They entered the Great Hall and Fred balked at the number of people. He promptly turned to walk back out, but Tarrant caught his arm.

"Lizzie's in there," Tarrant said simply.

Fred found himself torn between wanting to find Lizzie and wanting to run away. He decided the best plan would be to find Lizzie quickly and then drag her out of there. He turned back to the hall.

"Watch out for th' red-head," said Tarrant as he pushed him back into the room.

Fred couldn't see anything in the sea of people so reluctantly he climbed the stairs of a stage set in one side of the hall until he could see over the crowd.

Lizzie stood against the wall, uncomfortable in the crowd of people she didn't know. She wished Fred were there, she hadn't seen him all day. A whisper started somewhere off in front of her and soon swatches of quiet conversations found her ears.

"Oh my gosh...he doesn't look a day older..."

"Nah, he looks older. He was only 24 on Horunvendush day. He looks at least 30 now..."

"He looks even better than he did then, you know men get better looking with age..."

"Some men, not your uncle Claude!" They giggled.

Lizzie looked around and tried to figure out who they were talking about.

"...traveling with a woman!"

"A woman? That can't be right, everyone knows Freddie's afraid of women."

"...such a waste..."

Lizzie nearly choked when she realized they were talking about Fred. She looked around for him, but all she saw was a man standing on the stairs of a stage across the room, looking around as if trying to find someone. He was tall, with cropped red hair, nicely dressed in a dark brown frock coat (like a pirate would wear, she thought), white shirt, and brown pants. He was strikingly handsome. She was still staring at him when his eyes met hers and he smiled - only then realizing that she was looking at Fred.

He jumped down from the stairs to make his way to Lizzie, but the crowd seemed to close in around him. Fred wished he was Drop Dead Fred again and could just disappear or pop over to where he wanted to be. Life was so much easier when he was invisible, now he felt like a fly trapped under a magnifying glass. He mustered up all the courage he could find and said in a loud voice, "Excuse me, could I get out, please?"

The crowd parted reluctantly enough to make a narrow aisle for him to pass through to the door. Lizzie took the opportunity to squeeze past the others until she found herself standing at the end of the path the crowd had made. Fred saw her and started to make his way through to her when a woman in the crowd with flaming red hair caught his arm and pulled his head over to her. His face turned beet red as she whispered something in his ear. He finally managed to wrench himself free and found Lizzie near the door.

"Nice hair," he said, twirling it around his fingers.

"Yeah, and if you cut it off in my sleep this time, I'll stab you with the scissors!" She twisted her fist in his side as if with a knife.

"I won't, I promise." He rubbed the back of his neck uncomfortably. "Do you want..."

"...to get out of here?" she finished.

"Yeah." He grabbed her hand and led her to the nearest door. The walked though quite a few twists and turns before Lizzie asked, "Fred, where are we going?"

"I have no idea," he laughed.

"Stop for a minute," she said, turning towards him. "Let me look at you."

"Lizzie...," he groaned.

"Well, you look really nice..."

"Not you, too! I'm just going to put a bag over my head."

"Why? Should I tell you you're ugly? It's nothing to be ashamed of," she said, ruffling his now shorter hair.

Fred decided to take a different approach. His eyes fell briefly to the low-cut bodice of her dress and then back up. "Nice dress, Lizzie. Do you think your mother would approve of it?" He laughed at her blush, and she punched his arm.

"Where'd ya' steal the coat?" she asked.

"You like it? Apparently it's mine. There's a whole chest of stuff that I left here."

"Really? Let's see what's in it!"

"I don't' know," he said. "It kinda gives me the creeps."

"Come on...please, Fred?" She smiled sweetly up at him.

He sighed, she knew how to push his buttons too well. "Fine, come on..."

The chest was in one of the basement storage rooms. They finally gave up trying to find their way on their own and asked a footman for directions. Fred grabbed a lamp from the hallway outside and brought it into the room with them.

The trunk was long, but not very wide and about 18" deep. He opened it and took out several sets of clothes, stacking them neatly to the side on the floor. Underneath the clothes were nearly a dozen bound leather books. Lizzie picked one up and gasped as she thumbed through it. It was filled with drawings, sketched by an expert hand. Page after page of plants, flowers, herbs, and trees – all labeled meticulously with notes to the side describing medicinal uses, growing season, root structure, and other things she didn't understand. She recognized the handwriting as Fred's. She put down the first book and picked up another. This one was filled with all manner of creatures, drawn and labeled just as neatly and precisely as the others.

"Fred," she said, stunned, "these are amazing! I didn't know you could draw like this!"

Fred merely shrugged. "Me neither," he said.

All the books were the same size and shape, each containing a partial catalog of Underland creatures or flora. Two of the books were empty. With the books was a collection of writing instruments, watercolors, and chalks, and a large folder which Lizzie gently removed.

Inside the folder were more drawings, but these were more of a personal nature. There were drawings of landscapes, breathtakingly beautiful, tinted with watercolors. There were people - old, young, men, women, and children. Their faces seemed so alive - she could see the pride, compassion, pain, and love in their eyes and smiles. There were several sheets with faces of children, each portrait about three inches tall, nine drawings per sheet. They were labeled below with the name of the child. It reminded her of pictures in a yearbook, and she realized that this was probably Fred's equivalent of such. She looked at the children, each so young with eyes full of wonder, rosy cheeked, and smiling brightly. Her heart broke. These children were all dead. In her hands were the memories that would soon haunt Fred forever.

"What's wrong?" he asked, turning towards her.

"Nothing," she said quickly, remembering what Mirana had said about Fred being able to sense other's emotions.

He studied her face. "This is what I'll remember, isn't it?" he asked sadly. "All of this...," he looked at the children, "all of them."

"I'm sorry, Fred. I don't know what to say. I wish there was something I could do to make it easier."

He looked at her for a long moment. "Just...don't leave, yet."

She smiled at him and shook her head. "I won't."

They stacked up the books and were putting them back in the chest when Lizzie noticed a latch along the bottom edge of the trunk.

"Hey," she said. "I think there's something else in the bottom."

They took out everything again and saw that what looked like the bottom of the chest was actually the lid of another compartment. Fred unlatched and opened it. The first thing he pulled out was a kilt. The next thing was a huge claymore.

He slowly unsheathed the blade and balanced it in his hands. There was something vaguely comforting about it's weight and that in itself was unsettling. He sheathed it and put it back in the trunk along with everything else and closed the lid.

"I guess we'd better see if there's any supper left," he said, scooting the trunk back up against a wall.

"I think we should see if Thackery's in the kitchen and skip the crowd."

Fred wholeheartedly agreed.