"Think of me -
think of me fondly, when we've said goodbye.
Remember me once in a while -
please promise me you'll try.

...Recall those days, look back on all those times,
think of the things we'll never do.
There will never be a day,
when I won't think of you . . ."

-Phantom of the Opera

Tarrant only knocked once on principal before he tried the door. Unlocked – good. He never could get Freddie out of bed when he was young. He entered and lit the lamp before giving Fred a rough shake. "Wake up!"

A muffled groan came from under the covers. Tarrant threw the covers back and hit Fred's shoulder.

"Ow!" shouted Fred. "Piss off!"

"Here," Tarrant threw some clothes at him. "Get dressed, Mirana's waiting for you."

Fred sat up. How late had he slept? He didn't see daylight through the window, surely it wasn't that late, yet! "Waiting for me? Why'd you let me sleep so long?" he asked, throwing the clothes on.

"Don't worry, you're not late. Mirana's just always early."

Fred tripped on something as he came around the side of the bed. The chest from the basement was sitting on the floor. Had that been here last night?

"I packed your clothes, but you'll need the cloak unless ya' like sleeping on dirt or getting rained on." He tossed a dark green wool cloak at him as Fred finished tying his boots. "Come on, we need to go."

"Go ahead, I'll be right behind you."

"Alright...don't go back t' sleep."

Fred waited until he was gone and threw the cloak around his shoulders, fastening it at the top. He opened up the chest and looked through the books until he found one whose pages were blank. He put that behind him in the waistband of his pants and three things that looked like graphite pencils he threw into the large hood hanging down from the back of the cloak. That would have to do until he could find a good time to conceal them in his other belongings. He didn't feel like answering questions about them this morning. He turned to his window. Hanging on either side were curtains, drawn back with thick cords. Fred untied one and pulled the cord out. It was about five feet long. He wound it around itself and threw that back in his hood, too. Satisfied, he left to follow Tarrant.

Lizzie gave up trying to sleep and got out of bed, lighting the lamp. It felt as though she had tossed and turned all night, falling asleep only to be woken by a strange feeling of having forgotten or misplaced something important. Remembering what Mirana had said about a dress, she opened the wardrobe to find a long, dark, bluish-green dress and a heavy, navy blue, wool cloak. She undressed and pulled the dress over herself, tying the laces at the back and the ones it had going down the backs of each sleeve as well. The fabric was a sturdy, yet soft linen, and it's wide skirt came nearly to the ground. Lizzie marveled at how such a beautiful dress could be practical at the same time. She had just finished getting ready when she heard a knock at the door.

"Good morning, Raenie," she said to the messenger girl who stood at the door.

"Good morning, Miss Lizzie!" said Raenie. "Mirana asked that I escort you to her when you're ready."

"I'm ready, let's go. Oh!" She turned back to take the cloak out of the wardrobe. She threw it around her shoulders and fastened it as she followed the girl out of the castle.

Before she saw Fred, she decided that it would be best to just forget what he'd done the night before. In the light of morning, it was easy to see how she'd overreacted to his actions. No doubt he was just teasing her.

He turned around as they approached and flashed her a bright smile, and Lizzie found herself wishing absurdly that they hadn't cut his hair. He looked so different now, so far removed from the Drop Dead Fred she remembered, that she found it was getting harder and harder to think of him in that respect. In her mind, the crazy, eccentric, imaginary friend of yesterday was slowly being replaced with this (very... nice looking) man with striking blue eyes and a somewhat shy but thoughtful demeanor. She wasn't sure she cared for that – maybe he should put a bag over his head. She smiled back at him.

He was standing next to Mirana, who seemed to be talking with a horse...a huge horse, as tall as a Clydesdale, though narrower in body. He was covered in black leather armor with gold and white accents. Behind a long saddle was a bag on either side. On the front segment, it's scabbard lashed to the armor, was the claymore from the basement.

Fred moved over to stand by Lizzie. "You look like a girl, Snot-face," he whispered to her in a fair approximation of the old Fred.

Despite herself, Lizzie grinned. "I though I told you to quit calling me that..Freddie."

"Old habits die hard." he said with a smirk. If Lizzie knew he'd been planning on calling her that since he went to bed last night, just in case there were any tensions between them this morning, she'd definitely have his head checked.

Mirana motioned for them to join her. "This is Torineil, chief of Marmoreal's cavalry," she said. "He has graciously offered to carry you through to Northern Witzend and back. He knows the back roads of Underland better than...almost everyone," she glanced at Fred.

Fred and Lizzie thanked him for his kindness. The horse answered them in a deep voice, "It is an honor, Frederick Hightopp. It was you who taught my Father these paths which I in turn learned from him."

It took Fred a moment to realize that the horse was referring to himself, his full name sounding foreign in his ears. He mused at how strange a thing time was to him. Here, he had been gone a little over fifteen years, while only ten had passed in Elphyne (and of all of them, he'd spent less than one as a mortal). All the decades spent outside the flow of time in Lizzie's world, taking charge after charge had left him with a body younger than his years, but with a soul that sometimes felt as though it were some ancient stone or pebble, kicked around from place to place - seeing so much, but living so little.

He looked up at the sky, for some reason expecting to see storm clouds, but seeing only the clear bluish-pink sky. Why'd he feel so nervous all of a sudden?

"We should go," he said to anyone who cared to listen.

"Yes," said Mirana, with a smile, "off with you now."

Fred nodded, took the reigns, and with his foot in the stirrup, hoisted himself onto the back of the horse. He held his arm out to help Lizzie. She took his arm and he pulled her up behind him. "Betcha never though those lessons would actually come in handy, did ya'?" Lizzie's mom had paid an inordinate amount of money when she was six for her to have riding lessons. Fred had agreed with her father that it was a ridiculous idea.

"The only thing I remember from them is that you made the instructor keep falling off."

Fred laughed. "Well, you'd better hold on, or you're gonna fall off."

She put her arms tightly around his waist and they left, off into the great unknown. Less than an hour later, the skies over Marmoreal turned blackish purple as a violent storm rolled in over the plains from the south.

The moment they exited Marmoreal's gates, Fred felt lighter. He'd had enough of the stuffy castle and more than enough of everyone he didn't know acting as if he should. He took a deep breath of fresh air. He'd always loved being outdoors. He'd loved it when his charges had gone camping, even though he was usually too busy planning pranks to notice much of his surroundings. Something about it called to him, and the sound of the wind blowing through the trees seemed to take away the remnants of the things he couldn't remember, leaving him at peace. He smiled, feeling Lizzie's arms around him. If only he could stay like this forever he thought, he would be happy.

They felt the first raindrop just after they had stopped for lunch. They were already on the outskirts of the Tulgey Wood and decided that unless it got really bad, they would be best off to just keep going. They managed to keep ahead of the brewing storm for a few more hours, but as late afternoon approached, the boiling purple clouds from the south began to overtake them and the mist became a steady downpour that only threatened to get harder. Torineil suggested they make camp in the Tulgey Wood proper as he knew of a tree they would be able to shelter in.

"Shelter in?" asked Lizzie over Fred's shoulder. He merely shrugged in response.

As they journeyed deeper and deeper into that part of the forest, the trees became larger and larger until Lizzie began to believe they might just be sheltering in a tree for the night. Then, she saw it...The Tree. It was easily 30 ft in diameter, though not nearly as tall as the giant redwoods she had seen in her own world. It couldn't be much over 150 ft tall. As they got closer, she saw that most of it's top had been broken off and it was merely the shell of what it used to be. Torineil stopped beside it and they climbed down.

There was a crack extending from the base of the tree upwards about 7 feet, roughly 3 ft wide at the bottom, tapering off to nothing near the top. Fred took the torch from their supplies and lit it with a few drops of something Mirana had made up for them. He walked back to the tree and ducked in through the crack, holding the now blazing torch before him. Lizzie was following close behind him.

"Boo!" He jumped back, Lizzie screamed, and he laughed. "Gotcha!"

"Knock it off, Fred!"

"Sorry," he said, still laughing.

He continued inside, sweeping the light around. This was obviously a well known stopping place for travelers – the cold remains of a fire marked the center of the tree. Though the tree was broken, most of the trunk remained as a ceiling about 10 feet above them save a small area directly over where the fire had been built that formed a natural chimney. Lizzie felt like she'd entered the tree of the Lost Boys from Peter Pan.

She threw the half-burnt pieces of wood from the old fire together and went out in search of dry kindling. Luckily the ground underneath the largest branches remained fairly dry in-spite of the torrents of rain now falling. She picked up what she could find and delivered it to Fred who was poking at the small fire he'd already started and slipped back outside. She sat down, leaning against the tree, listening to the rain as it drummed on the leaves. Her eyes were closed and she didn't even notice that Fred had sat down next to her until he spoke.

"Whatcha' thinkin' about?"

She sighed. "I'm thinking that when I get back home, I should move away."

Fred was surprised. During her last week as his charge, he'd suggested that moving (far) away from her mom might be a good idea, but she'd given him some piss-poor excuse as to why she needed to stick around. "I think that's a great idea! What brought about that change of mind?"

She didn't answer, but rested her head against his shoulder. He brought his arm up around her, and they sat together, listening to the rain until Fred decided she must have though his question was rhetorical. Finally she spoke, her voice tight with tears.

"We forget so much when we grow up, Fred," she said sadly, "so many things...and there never seems to be any time left to think about the things that used to make us happy. Like just sitting here with you, listening to the rain. You know, when I was about nine or ten, I used to sneak out when it was raining. I'd run to the park and sit under the picnic table. I felt so safe – my mother couldn't find me and no one was going to come and tell me to go home. ...Then I'd wonder if you were somewhere out in the storm, and if you'd forgotten me."

Fred's heart broke for the little girl who thought he'd just left and forgotten all about her. He felt his own eyes sting with tears as he pulled her into a hug. "I'm so sorry, Lizzie. I'm so sorry...I wish I could have been there for you."

"It wasn't your fault, Fred," she said, "but promise me one thing...promise me when I leave, you won't forget me."

He buried his face in her hair. "With all my heart, Lizzie, I promise...I could never forget you." He closed his eyes, trying to commit the feel of her embrace to memory.

She pulled back then and wiped her eyes. "I'm sorry, I know I'm just being a silly girl," she laughed, half-heartedly.

Fred shook his head. "No you're not. I can't imagine how hard it was to live by yourself all those years with the mega-beast." He wiped a tear from her cheek. "I'm proud of you."

"That means a lot, coming from you," she said sincerely.

She stood up to go back inside but stopped, and knelt down, and gave him a quick kiss on the cheek. "Thank you for listening," she said, and disappeared into the tree.

The fire was burning cheerily, lighting and warming the inside of the tree and giving it almost a cozy feel – at least compared to the dampness and chill outside. Lizzie searched their supplies for one of the ration bars that had been packed for them. She didn't know what was in them, but they seemed to keep you full for four or five hours. She tossed one to Fred when he came back in.

"I don't know what's in these," she said, taking a bite, "but they're pretty good."

"If it's something Mirana made up, I should probably be glad I don't remember the recipe."

Full night had fallen on the forest now and Lizzie found she could hardly keep her eyes open. Yawning, she fastened her cloak around her shoulders and looked for a level place to sleep.

"Are you going to bed?" asked Fred.

"I was going to. Why?"

He was quiet for a moment, causing Lizzie to look over at him. Why'd he look so nervous?

"What?" she asked, suspiciously.

"I'm going to need your help with something first..." He picked up his cloak from where he'd discarded it earlier and put it on then went over to their packs, rummaging around. He pulled out something, but that hand was hidden in the folds of his cloak so she couldn't see what it was. "Is that where you're sleeping?"

"Yes..."

"Okay, I'll sleep over here then." He moved to a spot about 10 feet away. "You're sure it's level enough there?"

Why wasn't he looking at her? She was too tired for whatever game he was playing. She wish he'd just say whatever he was going to say and quit stalling.

"Fred, quit acting weird, and just tell me whatever it is you need help with."

"Right... Come here." He ran his empty hand nervously through his hair as she came over and stood in front of him. She was about to ask what he needed again when he handed something to her.

"Here, take this." In her hands was a thick red cord, twisted like a rope.

"Fred...what is this?"

"Protection from me."

It took her a few seconds to understand. Crap. Crap! "Fred, I'm not tying you up!"

"Fine. I'll just sleep out there!" He pointed outside where it was still raining.

"You're not sleeping outside!"

He took a step closer to her, a determined look on his face, and held out his arms in front of her, fists together. "Then do it!"

She tried a different tack. "How are you going to sleep with your hands tied together?"

"I'll manage," he said unwaveringly.

She gave him a long look and his expression softened. "Lizzie, I'm not going to be able to sleep if I think you're not safe. Please..."

She sighed. "Fine. I don't think it's a good idea, though."

Taking the cord, she wrapped it around his wrists, passing it back under and around in a figure eight several times. While she worked, she stepped closer to him, her head bent over his hands. She had no idea she was so close to him until he spoke, his breath tickling her ear.

"Tighter, Lizzie," he whispered.

Blushing at his proximity, she took the ends of the cord and pulled them tight, knotting them deftly, and stepped back.

"Thanks. Can you put my hood up, too?" He didn't really fancy sleeping with his head on the dirt.

She reached around his shoulders and pulled his hood over his head. Fred lay down and tried to get comfortable. "Now if something big, mean, and ugly comes to eat us, you're in charge," he said.

"I don't think that's very funny...what if something does come to eat us?"

"There's a sword on the horse. Just whack it a few times...I'm sure we'll be fine."

She looked at him, doubtful. "Do you need some help?" Fred kept trying to wrap his cloak around himself, but wasn't having much luck with his hands tied together.

"Yes, please."

She pulled it around him and tucked it around his shoulders, like she would a child. "I bet you never thought you'd be tucking me in," he said.

"Shall I kiss you on your forehead like you always do when you thinkI'msleeping?" she asked, grinning. Fred turned beet red and she laughed.

"Good-night, Fred."

She went back to her spot and lay down. It was a long time before either of them slept, though- each haunted by their separate anxieties. For Fred, this was not only a day closer to remembering all the things that he'd been running from for so long, but also one day closer to losing Lizzie. When had it changed that his goal was no longer to get her home as fast as possible, but to see how close he could dare himself to stand to her and to discover just how many thoughts he could pick out of her brain if he concentrated? He was painfully aware that it was just going to make it that much harder to watch her go, but there was a larger part of him that just didn't care. There was something about the give and take of emotions between them that made him feel more alive than he could ever remember. For all he knew, he'd be as loony as Tarrant in a few days, anyway. When he finally fell asleep, his dreams came back with a vengeance, as if in retaliation for the sound sleep the night before.

Lizzie lay watching the fire until her eyes stung from the brightness and heat. She thought back to the conversation she'd had with Fred earlier that day and the question she'd never answered. What had changed her mind about moving away from home? How was she to answer her best friend when she was so unsure of the answer herself? All she knew was that when she though of a place that could make her happy, it didn't include Canada, or Antarctica, or Venus, or any of the other options Fred had offered up to her when he'd tried to convince her to leave home on previous occasions. She was dreadfully afraid that a large part of her heart would be left here, in Underland...with him. And his...his flirting wasn't helping things either. She grinned, remembering his blush when she'd called him out on kissing her while she was asleep. She'd been taking a huge gamble...she'd had no idea he'd actually done that.

She was finally floating off to sleep when a sound caught her attention. She didn't spare a moment to listen again, but jumped up and ran over to Fred who was in the midst of a nightmare once again. She tried to wake him, but he didn't respond, so she tried her best to comfort him until the nightmare was over and he slept peacefully once again. Exhausted, Lizzie crept back over to her own space and fell asleep.