AN: Whoo boy, boss battle. This one was pretty tricky, but much help from my friend "Theobsessor11942" with the some of the fighting. Definitely not one of my more favorite chapters to write, though. I was going to wait a little longer to start it, but I figured I should just go ahead and get it out of the way.

Disclaimer: I don't own Rise of the Guardians or Alice: Madness Returns.

And I've been a fool and I've been blind
I can never leave the past behind
I can see no way, I can see no way
I'm always dragging that horse around

All of his questions, such a mournful sound
Tonight I'm gonna bury that horse in the ground
So I like to keep my issues drawn
But it's always darkest before the dawn

Shake It Out ~ Florence and the Machine

After bidding her friend goodbye, Alice backtracked her way through the Dollmaker's Workshop.

Her boots creaked against the wood flooring of the domain, making a dull, hollow sound resonate through the halls.

The courtyard where she and the guardians had been fighting just a short while ago was now empty with puddles of black ooze littering the ground. Slithering Ruins sprouted up from the leftover remains of the bigger enemies, but Alice merely stepped over them as she continued to run through the workshop. She was only slightly pleased to see that the Dollmaker hadn't replenished his army after the guardians had left with their fallen companion, but she knew not to look further into it. The Dollmaker had already anticipated her return. She knew it by the way the entire workshop would shift and rumble every so often. The rickety structure groaned woefully under the effort of trying to accommodate the expanding creature that was no doubt building itself up somewhere inside. Alice could feel the mounting energy in the air as she ran. The Dollmaker was gathering up his power.

The dark-haired spirit didn't stop running until she reached the hallway that she was certain led to the Dollmaker's main chamber. She kept her footsteps light after that, as she navigated the hallway, sneaking along the wall while shifting most of her weight on to her toes. Her approach remained covert until she stepped past the threshold of the main chamber. She squinted her eyes to see through the poor lighting of the Dollmaker's hideaway.

Pushing further through the muggy atmosphere of the chamber, Alice started to climb the wooden steps that led up to the Dollmaker's table, the landings of staircase suspended high above an endless drop by marionette strings attached from the tall ceiling. Each step creaked underneath her booted feet, causing a sharp echo to sound out through the main chamber. She took her time climbing the staircase, knowing it wouldn't make much difference whether she flew up them, or crawled. She already knew what to expect.

The Dollmaker was waiting patiently for her behind his colossal table, with his body drawn up to its full height so he towered over everything in the chamber, including Alice who couldn't have been more than three feet tall in his perspective. He had his hands folded neatly in front of him, just like when Alice had first confronted him about killing her family and destroying her Wonderland. His eye sockets were empty once again, seeping black ooze that dripped into his beard. He remained completely still with the exception of his thumbs that twitched occasionally with anticipation while he watched Alice approach him with an eerily calm look on her face.

She glanced briefly around the chamber out of habit, assessing her surroundings to make sure there were no Drifting Ruins floating about the air, waiting to attack her. It was much like his old chamber. There were naked dolls clipped on metal strings that chugged along at a slow pace, disappearing into some unknown part of the workshop to become god knows what. Wooden drawers still lined the walls, containing doll parts, needles and threading. His table also still had that metal chute intended for discarded dolls. Alice made a mental note to avoid it, knowing there would be no train at the end to stop her descent this time, should she fall in.

The only difference was the fragmented pieces of glass that hung behind The Dollmaker from more marionette strings, creating a demented collage that portrayed the sleeping children of the real world. Black ooze bubbled above their heads, corrupting the golden dreamsand that the Sandman struggled to weave for them. They all withered and cried in their sleep. Their faces were curled up in distress and tears stained their cheeks as they rolled around in their blankets, thrashing around and trying to fight off an enemy that wasn't there. Their cries and screams echoed throughout the Dollmaker's chamber like a twisted symphony of pain and anguish as he plagued their minds with Night Terrors.

The faces of the silver shards seemed to cry out to her, begging her to do something.

'Save us, Alice! Don't desert us again! Do something! Please!'

"You've truly outdone yourself this time, haven't you, Alice?" The Dollmaker purred mockingly in his wet, two-toned voice.

"Don't you dare put this on me, Dollmaker!" Alice shouted up at him as she stood on the surface of his desk. "Our ties to each other have been broken! Anything you have done, or will do, is entirely on you this time! The only thing I'm guilty of is not making certain that you were long dead and gone!"

"But that is just as bad, isn't it?" He fired back at her, his tone still calm. "Your negligence has once again caused great pain to others. I'm only doing what you created me to do, my dear Alice. You only continue to make my efforts that much worse by interfering. Bad habits die hard, I suppose."

"Of course I'm interfering! These are children! Innocent children who have never done true wrong to anybody! They don't deserve this! It's one thing to attack adults, but children are practically defenseless! They don't understand!"

"Nobody's innocent!" The Dollmaker spat suddenly, causing specks of ooze to fly out of his mouth. "You of all people should know that! Nothing has changed since London. I still provide a service-"

"You are delving in an entirely different demographic!" Alice cut him off, stomping her feet angrily against the ground. "These aren't haggard orphans whom you can just freely feed of like a bloody leech! They have families! Families who won't just sit by and watch them suffer! Times have changed!"

"Family is nothing but a pointless word. Much good "family" did for you, Alice," The Dollmaker remarked cruelly. "Families are useless. They make a person too dependable, too weak. These children aren't fit to survive if they must rely on other people. They are unable to benefit society and therefore they are useless! I can already sense how soft times have gotten in the modern world. There's no longer any true struggle! People have gotten fat and lazy. whining and complaining about every little problem that is tossed their way! They have no idea what it means to be apart of a society! To contribute to that society! I will remind them!"

"Then leave the children out of it! You're fight isn't with them!"

"Oh but it is, my little doll," The Dollmaker cooed gently as he unfolded on of his giant hands and reached out to tap Alice on the head like one would an imprudent child. The woman reared back before he could even come close. "Just as it has always been, children are merely products of the adults that surround them. If you want to accomplish anything noteworthy with society, you must start at the roots. The children of the twenty-first century had a rough start, with poor role models and broken ideals of self-worth and childish whims, but nothing that forgetfulness will not solve. The clay is still fresh and willing to be manipulated. Memory is weakness, as you should remember. I will make them forget their pathetic families, just like I almost did with you."

"Almost, but not quite," She pointed out with a mocking hum before her stare turned venomous again. "You failed then and you will fail now, monster! I will never forget my family and I will never allow you to hurt these children!"

"A hundred years have passed since the train, and children did not stop suffering, little Alice. Even now, they beg to forget, just as you did. And I will help them, of course. It is my purpose to help them find their purpose. I will make them forget their childhoods. I will make them forget their families. I'll even go one step further and make them forget those troublesome guardians. I'm sure they'll welcome the reprieve. Those Night Terrors they have been suffering where their beloved legends and role models become monsters and turn against them, must be becoming quite hectic on their poor little minds."

"No you will not!" Alice shouted defiantly, pulling out her Vorpal Blade and pointing the sharp tip up at the Dollmaker. "I'm going to bury you in the ground!"

"Go ahead and try it then!" The Dollmaker hissed as he unfolded his hands again and slammed them down on the table.

The ground started to rumble underneath her feet, causing Alice to stumble back a step or two before catching her balance. She tightened her grip on her Vorpal blade as the walls around them started to rattle violently and a powerful earthquake shook the entire workshop. They thrashed wildly until a powerful force finally ripped the ceiling away, causing rusted nails and doll parts to rain down and crash against the ground as the walls of the chamber flew off into oblivion.

The Dollmaker's table seemed to float in the heart of the dimension now, with the spiral of black ruin ranking the blood red sky. It sat suspended in the midst of pure destruction with the rest of the workshop falling away somewhere else, leaving Alice completely cut off from everything except the Dollmaker. She knew the monster was manipulating her senses by warping her perception, using his powers to make her feel cut off and isolated. She was still in the main chamber, she needed to remember that.

"Come here, you insolent, little brat!" Dollmaker roared as he swiped at her with one of his hands, finally inciting their battle to start.

Alice quickly dodged the fingers that gripped at her. Her body disappeared in a swarm of blue butterflies as she moved along the Dollmaker's desk, that now acted as their battleground.

When she was forced to take her solid form again, the Dollmaker's floating hand dragged one of its long, jagged nails across the wooden surface of his desk, ripping up a cloud of smoke and shards of wood before sending it Alice's way in a storm of splinters and spikes. She dodged again, just barely avoiding the cloud, but only to be brutally swatted like a fly halfway across the desk when she reappeared. The woman let out a sound between a grunt and a cry as the wind was knocked from her lungs and she was sent rolling, ass-over-teakettle, towards the edge of the desk.

She let out a startled gasp as the solid wood below her disappeared and she found herself rolling off the side of the desk. Her hand shot out instinctively and snagged a firm grip on the head of a rusted nail that stuck jaggedly out of the desk, abruptly stopping her fall. Her legs swung back and forth as Alice quickly gripped the nail with her other hand. Her green eyes were wide as she stared down into the red and black oblivion she had almost fallen into.

With a long string of grunts and curses, Alice climbed back up the desk and heaved herself back on to its surface, letting out a relieved sigh.

However, she was given no time to recover from her crippling vertigo. The Dollmaker's floating hands were on her again the second she pulled herself back up. She tumbled out of the way in a clumsy roll just in time as the Dollmaker's jagged nails sank into the splintered wood where she had been laying. Alice then scrambled to her feet as a horrific, gurgling chuckle bubbling like blood from the Dollmaker's lips, needle-like teeth bared in a vicious snarl.

"Little Alice, so strong! So Fierce! Let me make you forget, my dear! Let the Train take over!" He taunted, his blackened tongue dancing over his lips, the jet black liquid dribbling like saliva down his face.

"I derailed the train!" Alice shouted back, heavily winded with her dark hair hanging messily in her face. "It lays in ruin in the darkest crevice of my Wonderland Graveyard! And that is where it'll remain!"

"I'm well aware of that, but it'll only be a matter of time before I gain enough power to reconstruct my own!"

He reached out again with his claw-like hands.

Alice grimaced, spinning on her heel as the doll-embedded hand made to snatch at her again. In a flash of blue, her Vorpal Blade materialized in her hand again and she sunk the deadly weapon into the appendage, causing the porcelain face to unleash an ugly wail at the attack. The Dollmaker howled before his other hand slashed at her. The loud sound of ripping fabric resonated through the chamber as one of his nails snagged Alice's dress sleeve in the same motion as he smacked her body backwards towards the edge of the platform again.

Determined not to go over again, Alice scrambled for purchase, crying out as the wood bit unforgivingly into her hands as she used them to slow herself down. Splinters embedded themselves deeply into the palms of her hands, but she forced herself to ignore them as she gripped the desk top harder, eventually allowing her to come to a stop just a few inches from the edge of the desk.

When she was sure she had stopped completely, the dark-haired spirit pulled herself into a sitting position, cringing deeply when pain erupted through her shoulder. She let out a painful hiss as she turned to examine her shoulder and carefully pulled aside the remains of her shredded dress sleeve. Her shoulder lay in tatters, the sludge from underneath the Dollmaker's nails mixing with the blood as she gritted her teeth, biting back a cry. The nail hadn't done much more than nick her, but it left a decent sized slash across her shoulder. The red flesh burned red hot with pain.

"Losing your nerve, Alice?"

She didn't react to the Dollmaker's taunt. She only let out a heavy breath before pulling herself to her feet again.

She sensed the hand coming up from behind before she saw the fingers begin to enclose around her. She disappeared again into another dodge, leaving the Dollmaker's hand to grip around thin air. He let out a frustrated growl and clenched his hand into a fist.

"Hold still, you little bitch!" He hissed.

Alice reappeared on the other side of the table with a handful of red Jacks. She cocked back her arm as far as it would go and chucked the Jacks straight at the Dollmaker's face. They landed in the ooze along his chin and immediately erupted into small bursts of flames, burning holes through the black ooze. The Dollmaker let out a furious yowl as his hands came up to claw at the flames. The ooze ignited like gasoline, causing the fire to spread down to the monster's chest and burn at his crudely stitched sweater vest.

Despite her smarting shoulder, Alice allowed her croquet mallet to materialize in her hands, knowing there would be no way she could utilize her hobby horse with her wounded shoulder. The mallet felt heavier than usual, almost slipping right through her fingers when she placed the grayish-green flamingo head against the ground and hit a croquet ball of electricity straight into the Dollmaker's exposed chest. He howled again.

With yet another offensive opening, another weapon materialized into the palm of Alice's hand, but she hesitated a few seconds as she looked down at her hand with uncertainty.

The Demon Dice were a fickle weapon indeed. They were quite powerful, regardless of what side they landed on, but they were volatile and drained a lot of energy. Alice was torn between using them, but when the Dollmaker started to recover from her earlier attacks, she shook the doubt from her head and tossed the black dice on to the ground in front of her, landing directly on the glowing pentagram that suddenly etched its way into the wooden desk.

The dice landed on twin ones, and with a puff of black smoke, a sickly green, winged demon appeared. Alice removed herself from the demon's vicinity and range, well aware the Demon Dice were prone to friendly fire. The Dollmaker was a big enough target, though. The goblin-like demon ignored the dark-haired woman completely as it took flight and began to assault the Dollmaker with bolts of lightening. The demon hovered about the Dollmaker's head like an angry hornet, too swift for his floating hands to grab on to. It cackled and hiss at each swipe of the monster's hands before sending off more bolts at the Dollmaker's exposed upper body.

Alice remained stationary on the desktop. She crouched low to the ground, watching the assault with hardened eyes. She was starting to feel the considerable energy drain the usage of the Demon Dice was causing her. Her limbs began to feel a little heavier than before and her breathing was picking up.

However, she kept her mind sharp as her eyes continued to roam over the Dollmaker's form, looking for more openings when the lesser demon shot off one particularly powerful lightening bolt that hit the middle of her opponent's chest. Alice's eyes widened as the last of the Dollmaker's ugly sweater vest burned up and the black tissue of his chest chavity fell away in the center of his chest, revealing his even uglier heart underneath, tucked snuggly inside his ribcage, but undoubtedly still exposed and vulnerable.

A small smirk found its way on to her face, finally seeing a spark of hope for the first time since Bunny's abduction. 'There!'

"Enough!" The Dollmaker roared, causing the desk to rumble as he finally reached the end of his rope.

The towering creature inhaled deeply, cocking his head all the way back while his chest expanded with the excess air it was taking in. The gurgling and hiss of burning ooze was heard before the Dollmaker sprung back forward and spat a wad of sizzling goo at the Lesser Demon. It hit the demon and sent it crashing into the ground where it burst into a smoldering pile of flames. The Dollmaker then cocked his head back again, preparing to repeat the attack with Alice, but when he spat out another wad of ooze in her direction this time, she pulled out her umbrella shield.

Alice ducked behind her umbrella and braced her boots against the ground just as the ooze hit, splatting across the bouncy top hard enough to make her skid back a few inches. Smoke immediately drifted up from where the ooze hit as it started eating through blue satin and lace like acid. The fabric was stripped away in seconds and Alice was forced to drop the parasol when the ooze began to eat the metal wiring.

The Dollmaker slammed his fist on his desk again, causing a ridge of rotted wood to shoot up from the desktop, forming a rigid cliff that curled widely around Alice and boxed her in from one side. A blinding light then erupted inside the battlefield as tall walls of flames ignited along the edges of the table and a sudden gust of wind violently ripped through the chamber, knocking Alice to the ground.

The glass shards that still hung behind the Dollmaker were blown out by the blast, sent flying forward to rain down over Alice. Her eyes widened as she saw the glass falling towards her. She quickly rolled to the side and curled into a ball on the ground before covering her head with her arms. When the glass hit her, she bit her bottom lip to keep from crying out as the slivers cut her exposed arms and sliced through her clothing as if she was caught in the middle of a glass cyclone.

The Dollmaker roared above her as lightening danced along the sky and the loud sound of a train whistle mingled with the blowing wind.

When the glass stopped falling, Alice propped herself up on to her hands and knees, panting heavily with her dark hair hanging in disarray around the sides of her face. Her dress and apron had fine-edged rips decorating them from the shards. Her arms and hands took most of the damage, but she could feel sharp pangs shoot up her thighs when she moved her legs and she knew if she looked at them, she would find a few tears in her stockings too.

As she continued to hold herself up on her hands and knees, narrow streams of bright red blood began to slowly slide down her arms from her cuts. The thick liquid dripped to the ground and seeped into the deep grooves of the wood. The corners of her vision seemed to have deep cracks in them, like the shattered glass around her, and her head felt foggy and light. She continued to pant as she hung her head between her arms and stared at the ground. The fragments of the mirrored glass laid scattered around her. She could once again see the faces of the children in the fragments, but this time up close and very much personal. Her half-lidded eyes trailed along each individual shard and lingered on the tearful faces within.

In the beginning, when she first entered the chamber, she was able to distinguish each and every one of them, able to recognize that they came from all walks of life. She was able to see their differences in skin tone and face structures while their ages ranged all the way from young toddlers to borderline teenagers, and she was even given some insight into their lives and personalities from the small glimpses she snagged of their bedrooms. Each one was a unique miracle, one so unlike another. However now, with her body badly bruised and running low on energy, the distinction was gone.

Were they the children of the modern world? Were they the East End orphans of her time? Were they the Insane Children? She couldn't even tell the significant difference in time periods anymore. They all blended together in a blur of threatened innocence and pain, all crying out for her to save them.

"I told you nothing has changed," The Dollmaker said, his tone suddenly calm again. He had a self-assured look on his hollow face, clearly enjoying the sight of his nemesis so bruised and cut up. "You're still stuck in a world of fantasy, too absorbed with your own self-induced suffering to see what is hanging right in front of your face. Do you have any idea how easy it was to take your rodent nanny? You can't even be bothered to look after the one thing you supposedly care more about than your Wonderland."

Alice glared up at him through the dark strands of her hair. "You stole Bunny from me! Slithered into Santoff Claussen like the snake you are and ambushed him and the Tooth Fairy!"

"You're too selfish to care about anyone other than yourself, Alice."

"I came for him! We all did! We rescued him!" She screamed as tears of frustration pooled in her emerald eyes.

"Oh and I suppose you believe you're part of their team now, hmm?" The Dollmaker asked mockingly. "Don't be daft, child! Those spirits will never accept you. Do you truly think, even for a second, that they would still be so welcoming to you if it wasn't for the influence of the Easter Bunny? You're nothing more than a freak show attraction to them! You're nothing but a broken doll with a pretty face, a loud mouth, and an empty head! Once you outlive your usefulness, they'll discard you like rubbish. If they're even around to do so, that is. From my understanding, the guardians draw their power from children, no? Well, these children are mine now, and you should know by now that I don't share."

Alice stared down at the faces in the fragments again, still hearing them call out to her in fear and pain.

"No," She shook her head. "No. They are not. I couldn't save the orphans Bumby sold in London and I couldn't save my family. But I promised myself it would stop there! I promised myself that would be the last time I would ever allow someone to use me! I will not let you harm these children!"

He let out a cold chuckle that echoed eerily through the air, along with the repulsive, wet beating of his slimy heart. "What makes you think you can save them?"

"Because..." She panted out as she slowly brought her knees up towards her torso, giving her enough purchase to shakily climbed to her feet. The Dollmaker watched with empty eye sockets as Alice stood upright and smirked at the slight hunch in her posture and her greatly disheveled appearance. He was pleased to see that she was finally starting to physically portray the cracked, porcelain doll she was on the inside.

Alice ignored the smug look on his disgusting face as she forced herself to use what little energy remained in her battered body to have the Jabberwock's Eyestaff materialize in her hands. Blue smoke and dust curled around her arms and the wooden staff with the golden eye gem on the end suddenly appeared and she tightly curled her fingers around the neck of it. The eye of the Jabberwock began to glow brilliantly and Alice heard the sharp intake of breath from above, knowing that the Dollmaker had just realized what was about to happen.

Anticipating the move from a mile away, Alice disappeared in a swarm of blue butterflies just as the Dollmaker slammed both hands on the desktop. She reappeared less than a second later at the very top of the cliff that her opponent had ripped up from his desk, taking full advantage of the monster's mistake in giving her the perfect vantage point. She brought the blazing staff up to aim directly at the Dollmaker's vulnerable chest. She then fixed him with a fierce look that Nicholas St. North would've been so proud of.

"I'm a guardian."

She fired off the powerful blast directly at the Dollmaker's exposed heart.

The blast rocketed from the gem of the eyestaff, causing Alice to stumble a few steps back from the sheer force of the attack. A golden beam of pure energy shot across the chamber and pierced the Dollmaker dead in the chest, cutting through rotting tissue, muscle and bone, burning straight into his undead heart.

Alice smirked as the Dollmaker howled and bellowed. The blast from the Jabberwock's Eyestaff embedded deep into his already vulnerable chest, gripping and burning his black heart until it swelled considerably and then caved into itself with a lurid, splattering noise. The Dollmaker reared back into the air and bucked his upper body wildly as he fought in vain against the ball of energy that was mercilessly ripping him apart from the inside out.

Alice remained standing at the top of the cliff with the eyestaff still in her hands, watching her nemesis start to come undone. Her eyes remained so fixated on the Dollmaker, she didn't notice the shift in the air and the sudden newcomer until she heard her name.

"Alice!"

In a flash, the delusion the Dollmaker had spun of her surroundings melted away like watered down sludge at the sound of her name being called and she was pulled back into the present, finding herself back in the main chamber where their battle had taken place all along. The walls and ceiling slammed back into place, blocking out the chaotic, swirling sky while the walls of flames fizzled out. The Dollmaker's final delusion collasped along with his dying form as everything gave away to reality.

Alice whipped around to look down near the entrance of the main chamber where she instantly spotted a familiar speck of white and blue.

"Jack?"

She stared down at him in shock as their eyes met. He seemed to almost glow against the gritty backdrop of the Dollmaker's twisted world - the only living being capable of projecting any amount of innocence in the entire godforsaken realm. With his silvery white hair and shining staff, he was almost literally the light at the end of the dark tunnel Alice had found herself traveling down for far too long.

The Dollmaker's dying yells continued to echo throughout the chamber as the Jabberwock eyestaff attack burned like a hot ember in his chest, but Alice ignored him as her attention shifted fully on the unexpected return of her ally.

Relief pooled in Jack's azure eyes when he spotted Alice standing atop a mountain of broken wood, looking a little worse for wear with some nasty looking cuts, but thankfully still alive and breathing. His shoulders sagged with released tension and he let out a soft laugh at how light everything had just become, but the happy smile that found its way on to his face was abruptly wiped off when he saw something shift behind Alice. His eyes widened in panic and he called out to her again.

"Alice, look out!"

With one last effort to drag his hated creator and nemesis back down to hell with him, the Dollmaker used what remained of his power to slam his only functioning hand down on Alice while she stood distracted. With a sicking crunch, the decrepit hand swatted the dark-haired woman off the ridge she was standing on and sent her spiraling violently down to the ground. She impacted harshly against the hard, unyielding wood and there was a gut-wrenching, cracking noise that resonated through the chamber and Jack's horror-stricken mind.

Alice remembered little beyond the feel of the Dollmaker's last blow making contact. In one moment, she was upright, standing on the edge of the makeshift cliff, feeling triumphant and proud over her most recent victory, and then the next she hit the ground with a jarring thud that shook her straight down to her core. The side of her head smacked against the ground and her vision was flooded with blinding whiteness. The cracks in her vision multiplied by dozens and her consciousness finally scattered into a million pieces.

Her world went black just as she heard someone yell out.

"NO!"

AN: The End. It's finally over. Everybody can go home now and get back to their lives. This story is done. Happy Easter.

:P

~Scorpiofreak~