A/N: You'll probably want to check out Freddie's Map of Underland for this story which shows the doors he's found and where they lead. You can find the link at the top of my profile page.

Just remember: Into every life, a little rain must fall...and an occasional torrential downpour.

"Hold me,
even though I know you're leaving,
and show me all the reasons you would stay...

Give me
just one part of you to cling to,
and keep me everywhere you are.

Please, don't go-
let me have you just one moment more.
All I need, all I want,
is just one moment more."
-Mindy Smith

After they had put out the fire and gathered their packs, Lizzie followed Fred back up into the cavern. Their torch had burned itself out, so he took her hand and led her through the dark. He made a right as they entered, and light flooded the room as he opened the door that was hidden in the wall of the cave.

"Go ahead," he said, "but watch your step, they're usually not on the ground."

She stepped out of the door and onto a rocky area beside a road. Fred followed her through the door, and it closed behind him, disappearing to Lizzie's eyes. The road was narrow, no more than a meter wide, paved with smooth round rocks that looked like they had been well worn by water or weather. Both sides were bounded by thick tufts of dark green grass, and the road stretched into the distance until it disappeared over the rise of the next hill. The area, other than containing an invisible door, was wholly unremarkable. There were woods off to their left, though still quite far away.

"Where are we?" asked Lizzie.

"On the outskirts of the Tulgey Wood." He motioned towards the trees in the distance. "If we were to keep walking south for about six hours, we would be at the windmill, but that's not the fastest way to go. We'll need to follow the road for a while."

They walked down the trail, passing the area where Lizzie supposed the door still stood. After about an hour of walking, the scenery began to change. The trees which had before been tall and verdant, became broken and twisted, their dead limbs cracked and gnarled. The ground was dusty, the grass sparse and whithered. Lizzie felt as though they'd entered some sort of bizarre Halloween-town. It was hard to believe that just a few miles back the land had been lush and living.

"Why is it like this...the trees? Why are they all dead?"

"We're on the border of Crims now," was all the information Fred offered. Another hour of walking brought them to another road, this one running perpendicular to theirs. It was wider than the trail they had been following and was bordered by a ramshackle fence in desperate need of repair. The road ended at the top of a hill to the left where a huge tree, it's curled and crooked arms like sentinels, pointed on one side to Queast and behind them to Snud.

"It's not much further," said Fred, "just across the road and down the next valley."

Sure enough, when they'd crossed the road, the land gradually fell away until they found themselves in a valley, the flora here once again alive and green. Fred stopped in front of a large tree, opened the next door, and they stepped through. The first thing Lizzie noticed was that she was standing not on soil, but on the solid rock of a short bluff. Around them were woods where tall trees had grown up through cracks in the rock. The cracks had widened over time so that it looked more as though the rocks, partially covered with moss and lichen. had grown up around the trees than the other way around. Lizzie didn't think this could be the Tulgey Woods, the trees here were more like the ones they had seen near the Crystal Cavern, evergreens with sharp pointy needles. Behind them rose a cliff, the rock face soaring high above them, pocketed by small crags smoothed out of the stone over time by the water dripping down them. The door they had come through was in the side of the rock.

Lizzie placed her hand against the stone, feeling the cool water run over her fingers. It was here, in what she would learn from Fred were part of the Grampus Bluffs of western Snud, that she began to see a flicker of life in Fred's previously dour demeanor. She watched him closely out of the corner of her eye, as he took in the scenery around them - a slight smile tugging at his lips. She said nothing, quietly observing the change in him as they journeyed over the rocks and through the woods towards the next door. It wasn't long before they were forced to stop. Before them stood the edge of the bluffs, and the ground fell away sharply in front of them. In the valley below, stretching as far and wide as she could see, was an ocean of yellow flowers.

"What are they?" asked Lizzie. "There's so many!"

"It's gowan," answered Fred. "It's kind of like canola in your world. The seeds are ground for oil. It's the main crop here in Snud." He pointed far off to their left. "You can just make out the Tulgey Woods. The first door we opened in Iplam opens to the door just over there."

"How many doors are there?"

Fred thought for a moment. "More than I've found. I know of about 40 or so, but I'm sure that's not all of them. Most I found on accident while mapping Underland, but Chess helped with a few."

"How in the world do you remember where they all are?"

"I used to have to use my maps...but I seem to remember a lot of things more clearly now," he added quietly, a pained look crossing his face. "There's a way down over here."

While they walked, Lizzie began to formulate a plan, a strategy for at least bringing out the happier side of Fred until they reached Marmoreal. His mood seemed to lighten when he was explaining something to her, which fit with his love of teaching and Underland. If she could get him to focus on that, perhaps she'd be able to comfort him circumspectly. Fred led them to a narrow path and they climbed down to the field below. The flowers came up above their waists.

"So these flowers don't gripe and complain?" she asked, running her hand over the tops of the blooms.

He laughed. "No, these flowers aren't sentient like the ones in the Tulgey Wood. They're just normal flowers."

She picked one and smelled it and immediately sneezed.

Fred smiled knowingly. "It's also closely related to rag-weed."

They walked for what seemed like hours and Lizzie found herself disoriented in the endless yellow sea. "Are we actually getting somewhere? I hope you know where you're going, it all looks the same to me."

"We aren't too far away. This gate is the furthest we'll have to travel to...and I always know where I'm going."

A breeze blew across the field, moving the flowers like waves across a golden sea. Here, wandering through his beloved Underland again, Fred felt the blackness recede to the edge of his consciousness, clearing his mind and allowing him to think easier. He imagined how different his life would have been had Lizzie been his companion growing up. He could barely look at her without feeling his heart in his throat. Her green dress and windswept dark hair contrasted sharply with the yellow flowers, and he thought he'd never seen anything so beautiful as Lizzie that day, wandering through the gowan. He walked faster, putting her behind him, away from his sight.

Finally they came to their third door in the middle of the field of flowers. It opened into a thick, dark woods.

"The next door isn't very far from this one," said Fred. "There are three doors here in Queast and then we'll be in Marmoreal. Of course, the second one doesn't really count since it's where we'll come out from this next one."

Lizzie's heart sank. Only two more doors to find before they were in Marmoreal and the sun wasn't getting low in the sky at all. It couldn't be much later than two o'clock. By this rate, they would be in Marmoreal by evening. She had hoped Fred had miscalculated and that it would take them an extra day, but apparently he was spot on with his timing. Lizzie desperately set about trying to side-track them. She began asking him about the trees, animals, and flowers that they passed, and Fred obligingly stopped to tell her about them. He found himself so caught up, he didn't notice their pace had fallen off dramatically. Most of the foliage was similar to the that from Lizzie's realm (though the leaves seemed to be quite huge comparatively speaking), until they came to a singular tree on a grassy knoll. Sitting apart by itself in the dense forest, the sunlight which had been blocked by the thick canopy above them filtered through the tops of it's branches, lighting it like a beacon from heaven.

"Come on, Lizzie," said Fred, impatiently. "We're wasting time."

"What's this one?" she asked, awestruck.

"Nothing, just a weird tree. Come on..."

Lizzie glanced suspiciously over at Fred who was looking everywhere else but at her. What kind of tree was this that Freddie, tour guide of Underland, didn't want to talk about? It was obviously special. She noticed it had peculiar structures (she supposed either fruits or seeds) hanging from the branches. They were concentric rings, one inside the other, connected by a threadlike vein. The small ring spun within the larger. She reached for one.

"Don't pick that!"

"Why not? What's it going to do to me?"

"Nothing. I'm leaving..." He proceeded to walk away.

Lizzie waited until his back was turned, plucked one off the tree and stuck it in her pack. If he didn't want to tell her what it was, she'd just ask Alice or Mirana when they got to Marmoreal. She hurried to catch up to him. "Hey, so...do the trees really talk?"

"Yes."

"What are they saying?"

"That someone's dragging her feet."

About ten minutes later, they came to their fourth door. This one led to a place quite different from any other she'd been to so far in Underland. They stood on a sandy beach, and before them stretched an enormous sea of reddish water. There was a huge sand dune to her right and before Fred could protest, Lizzie kicked off her shoes and ran to the top of it. She slid down the other side, collapsing at the bottom with a laugh.

"Lizzie, we don't have time for that. We're already behind."

"You're not in charge of me, Fred," she called from the other side. "I want to enjoy being here first. Come on...I know you want to..."

He didn't answer her and she was beginning to think she'd actually managed to piss him off when he suddenly landed beside her.

"This was one of my favorite places to come," he said, smiling. "What do you think the name of the sea is?"

"Hmm... I don't know, the Red Sea?"

"Close, the Crimson Sea. The red's from the algae. When I was little, there used to be traders visit from across it. I don't think anyone has made that journey in a long time, though. Crims was the natural sea port." He gazed off into the distance.

"I didn't realize there were other lands beyond Underland." said Lizzie, surprised.

"Well, it's all Underland, but what I've always thought of as Underland Proper isn't the only land here in this realm. There are the Outlands, then there's the lands across the Crimson Sea."

"Have you ever been there?"

"Me? No. Though I looked for a door for a long time."

"How do you know there's a door that leads there if you never found one?" she asked.

"There's an old rhyme we learned when we were little. It doesn't mean much unless you know that there actually are doors...

'Yadder beyond the Crimson Sea,
the boats they bob so merrily,
Bringing all the lands afar
Across the brine unto thy door.

See the flax from Altherea,
Reddish gold as bruxel-bees.
The smell of spice from Christolom
Ullam's jewels shine like the sun.

Do you sit and dream, my child
Of distant lands beyond the wild?
If you seek with open eyes,
The distant doors shall never hide.'"

Lizzie listened with rapt attention as he quoted the poem to her. "So all those places are real? Across the sea?"

"Yes, I once saw the King of Ullam when I was a child at Marmoreal. No one knows what has become of those lands after Iracebeth... at least not that I know of anymore..." he finished quietly.

They sat in silence, listening to the waves crash onto the shore. The daylight was fading faster.

"Lizzie," he said softly, "we really have to go."

"Please, Fred, can't we stay here tonight? I just want to be with you," begged Lizzie, trying not to cry. "I swear I won't touch you," she added quietly, turning away so he wouldn't see her tears.

"Lizzie...this is why I wanted us to just get there," he said sadly. "It's not going to make leaving any easier."

Lizzie turned to Fred, her eyes flashing with anger, "What the hell do you think will make it easier, Fred? How do you think it feels for you to send me away, knowing you want me to stay, just so you can keep being miserable?" she cried. "I don't care what happened to you! I don't care what you've done, or where you've been, or what you're going to be – nothing will ever change how much I love you! If I can't have you, then at least let me sit and be with you. Please, don't break my heart anymore today...tomorrow will have enough of that."

When she finished he rose. "You'd better find some wood if we're staying on the beach," he said thickly. He walked away before she could see him cry.

Lizzie lay back on the sand and closed her eyes. What had she done? She'd been holding her peace, and she was sure she could talk him into staying. What on earth had possessed her to fly off the handle at him? She'd meant every word she'd said, though, and the hardest part was that she was right. She knew he wanted to be with her, but he'd gotten this crazy idea stuck in his head that she was better off without him, regardless of what she thought about it. This wasn't how she was hoping this day would end. Reluctantly, she got up and went to look for driftwood.

Fred had already started a fire, far enough back from the shore to be safe from the tides. Lizzie added what she had found to it and took a seat. Fred sat, quietly staring into the fire.

"I'm sorry," she said. Fred looked at her, confused. "For getting upset. That wasn't what I intended."

"You've got nothing to be sorry for, Lizzie," he said. "I'm sorry. I never meant to break your heart."

Lizzie sighed and said nothing. What could she say? Perhaps someday he would stop leaving her. This would make the third time. All she could think to do was bide her time and be patient. She wasn't leaving Underland, so surely he couldn't hide from her forever. Maybe one day, she'd find the right words to say to make him stay.

"Are you going to stay at Marmoreal for a while?" she asked.

"No, probably not."

"Where will you go?"

"I don't know, Lizzie.

"To find Iracebeth?"

"I'm tired...good-night," was his only answer. He got up and moved to the far side of their fire and lay down, wrapping his cloak around him and pulling the hood over his head, effectively ending further conversation. When he finally slept, his nightmares were gone, replaced for the first time since he was young by normal dreams, but his dreams were all of Lizzie.

Lizzie sat watching the fire for a long time before she, too, lay down and slept.

Her first terrifying thought when she woke and didn't see him was that he'd left her. His pack was still beside the fire though. The tracks from his boots led to the shore, and she followed them to the dunes they were at the day before. Quietly, she climbed to the top, lay down on the sand and looked over the side. He was there, sitting, staring at the sea. She watched him, refusing to believe that this could be the last day she ever saw him.

"Are you ready to leave?" he asked without looking up, startling her.

"No, not really." she said, picking herself up.

Fred stood up and walked back around to the other side of the dune. "I told Torineil we'd be back yesterday. They'll be worried about us."

"I doubt it," she replied. "He's probably not back, yet. They don't even know we're coming."

"Oh, I'm sure they know we're coming. I wouldn't be surprised if Chess has been slurking about occasionally."

"How far away are we?"

"Not more than an hour. The next door is right over there." He motioned towards nothing that Lizzie could see.

They packed up and went through the last door into the province of Marmoreal. The door stood on a hill and from it they could see the castle far to the south-west of them. They walked in silence until they were nearly upon it. As they approached the gate to the outer court, Lizzie suddenly threw her arms around Fred before he could stop her. To her surprise, he put his own around her, holding her tightly as she clung to him.

"I'm so sorry, Lizzie." he whispered. "I never meant to hurt you. I wish I could make you understand...I'm only trying to protect you and the best way I know to do that is to let you go."

"That's not fair, and you know it. I don't want protection...I want you."

"I'm sorry," was all he said.

She finally released him and wiped her tears.

Mirana watched them as they embraced and then entered the outer courtyard. She placed the small telescope back onto its stand and made her way from the balcony to the inner court, pondering over what she'd seen.

"Have Tarrant meet us in the inner courtyard," she directed one of her courtiers. "I want him there when I meet Freddie and Lizzie."

A/N: sigh I know, I know...poor Lizzie. If it's any consolation, I hate Fred acting this way, too... I'll probably throw the next chapter up really soon...I'd like to get on with the third part of the story.

Gowan is an old Scottish term for a yellow flower, such as a buttercup or daisy.

Again, if you check out Freddie's Map of Underland on my profile, it will explain the doors and the paths they take.