Author's Note: Tried to make this one a good long chapter since it's been a while since my last update. Working full time on a clinical rotation...ya know how it is. Good news is that I'm also making a movie trailer for this story once it get's rolling. Next two chapters it will get very interesting. Enjoy this one.

Chapter Nine: The Clock, The Duck, and The One and Only Pan

"Holy sh—"

"—Jim."

Ignoring Dr. Doppler's nettled expression, Jim leaned over the carriage railing. "Holy shit," he breathed quietly, unable to contain his awe, "Ho—ly shit."

Fantasia School for the Magically Skewed was massive; a massive castle, carved into the face of an iridescent stone cliff.

The enormous castle grew as the carriage rattled closer. Oblivious to the students staring from the sidewalk, Jim strained in his seat. The castle was so big, it was impossible to see around it. But from the looks of the clear blue backdrop, Jim guessed the other side held a one way ticket to a plummeting death.

"What's on the other side of the cliff?"

Dr. Doppler and Wendy looked ahead as the carriage rolled around a tight bend. From the corner, a lion pack growled.

"Nothing but a sheer drop into the sea, I suppose." Dr. Doppler finally said, his eyes glued on Wendy's impatient brothers. He relaxed as Wendy sat herself between their flying elbows.

"The whole north side of the building is raw stone. The only entrance is the headmaster's window, one hundred-eleven flights up. Which is a pitty," Dr. Doppler added enviously, "because he must have the most stunning view of the northern constellations in all Fantasia!"

"What's his name?"

"Who's name?"

Jim frowned, "The headmaster."

"Oh. Him." Dr. Doppler shrugged, "No idea. Left Delilah! Left girl!"

Jim looked at Wendy, adjusting Michael on her lap as the carriage veered left. "No one has ever seen the headmaster." she said simply.

Jim glanced at Dr. Doppler as he fumbled with the reins. "But Doc just said he lives in the north tower."

Wendy nodded. "Yes…but the north tower is forbidden. It's – oh dear!"

Jim and Wendy rocked as the carriage bumped and Dr. Doppler waved apologetically to scattering pedestrians. Jim sat up in his seat, still with more questions, but a shard of light blinded him. Shielding his eyes, Jim squinted once more to the opalesque castle. The stonework gleamed like a dark rainbow.

Jim lowered his arm. "What makes it shine like that?"

"Sea shells," said Dr. Doppler, recovered from his traffic incident, "Empirical evidence suggests that this region of Fantasia was once covered by miles and miles of ocean."

Jim raised an eyebrow. "Evidence?"

"Oh yes my lad!" Dr. Doppler smiled. The carriage jerked as Delilah slowed to a trot. Around them, packs of students dodged the heavy wheels. Jim sunk his back against his seat as Dr. Doppler navigated the scene.

"The school was carved out of a mountain, you know. Scholars say the mountain is a composite of sea shells, basalt, and even sunken treasure! Oh there are countless distinctive features of the region that support the underwater theory. For instance, you and Sarah lived on the ocean, which is not too far west. And on the northwestern coast, which is adjacent to the school, mer descendants live –"

"Whoa. What? Mer descendants?"

The carriage bumped to a stop. Setting down the reins, Dr. Doppler looked pleased.

"Quiet so, Jim lad. Mer descendants."

In a scholarly sort of way, Dr. Doppler polished his spectacles on a shoulder sleeve. "The mer clan live north of the Benbow…er…well, they live in the Lagoon Sector. Quite an affluent bunch, very authoritative. And they all have some scale of mer blood, blue as the deep blue sea."

"And it's true!" Dr. Doppler insisted to Jim's disbelieving glower. "Most of them sprout a fishy tail when they touch the water– at least when they come of age, and if they are as fortunate! Oh come now Jim, let's not be suspecting, shall we? Why, several of your classmates are of mer lineage! One of them – Attina, she's a bit older – transformed into a mermaid for the first time last year at a swim meet! Gave us all quite a good scare. Oh, woof Jim it is the truth! Tell him Miss Darling."

Jim looked at Wendy. Unenthusiastically she consented. "It's true."

Dr. Doppler nodded triumphantly. "You see?"

Jim rolled his eyes and slumped out of the carriage. "Whatever."

"I'll see you fifth period!" Dr. Doppler called as Wendy, John and Michael joined Jim, "And bring your thinking cap! Remember Jim – a happy scholar stands that much taller!"

Wendy smiled behind her hand.

Jim shook his head. "Don't encourage him. Ok…now what?"

"Just a moment. Michael…" Kneeling Wendy hugged her little brother. She signaled to Jim, who knelt beside her.

"Now Michael." Wendy rubbed her brother's stomach, "I'll be there after school with Dr. Sweet. So wait until then for the upset tummy. Promise?"

Michael nodded, but he looked doubtful. "My tummy wouldn't hurt if Teddy was with me. Teacher doesn't mind."

"But Teddy has to stay home because…because he goes to school too." Michael looked interested as Wendy lowered her voice secretively. "All of your toys come to life when the door is closed and people aren't looking."

"Really!?"

Jim grinned as Michael hugged them both and ran excitedly across the cobblestone toward a quaint fairytale-looking house covered in flowering vines.

"That's the elementary school." Wendy said, watching Michael join his classmates. Jim was surprised to see baby animals intermixed with the human children.

"Who's Dr. Sweet?" Jim asked, as Michael entered the building with a chatty bear cub.

Wendy shouldered her bag as John joined a group of students. They all had tan skin, glossy black hair, and athletic bodies. As John approached, the group held up straight arms, then lowered them slowly with a chorus of, "Wingapo."

"Dr. Sweet is the school nurse," Wendy answered as a short girl in pigtails offered John one of her ear-buds, "But he runs an extracurricular health clinic at the elementary school for pre-med students."

Jim stopped. "You're pre-med?"

Wendy looked uncomfortable. Scuffing her feet she mumbled, "Pediatrics…actually. I was thinking about…well I know it's awfully silly – "

"No, you should."

Wendy blinked. "Truly?"

Jim shrugged. "Why not? You like kids."

Wendy beamed as she and Jim wove between students. Jim tried not to make eye contact with anyone as he followed Wendy up stone steps, "You just write all the time." he said, "I thought you wanted to write kid's books or something."

Wendy considered, as if the idea had never occurred to her. "Well… it's merely a hobby I suppose. Speaking of the matter…"

Ducking her head and lowering her voice, Wendy said, "Your solar surfer?"

A painful spasm pulled across Jim's chest.

His solar surfer. He'd built it from scratch. It hadn't been kind to sore eyes, bent together with scrap metal and broken solar plates, but Jim had hammered his soul into that machine. A machine that was fast. A machine that was wild. A machine that was free.

"Gone." Jim said. He turned away, embarrassed that his voice had choked. Darkly, he trudged up the castle steps.

Wendy skipped steps to catch up. "Oh Jim…I'm sorry."

"No big. Thing was crap anyway."

"You know that's untrue."

"And you know I don't give a shit."

He turned in time to see her face fall. Releasing the tension in his shoulders, Jim sighed. "Come on…let's just get this damn day over with."

Stiffly, Wendy nodded and led Jim through the magnificent castle doors. Miserable as he was, Jim couldn't hold back a gasp as he and Wendy entered the main hall.

"This is called the Tunnel." Wendy said quietly as Jim gawked at the dark, glittering corridor. Copper pillars arched over their heads, crossing like tree branches and emptying into a gleaming canopy. Flickering lights sparkled over the metal.

"We think the lights are pixies. Or sprites. Or fireflies." said Wendy as Jim tried to track the flittering lights, "No one is certain what they are, but they keep the Tunnel lit. And…they're comforting."

Jim lowered his head. Wendy pretended to still be interested in the lights.

"Look…Wen—"

"Hey come on, keep it moving!"

Jim shuffled forward, glaring as a curly haired redhead shouldered past. The bow in her backpack nearly poked out his eye.

"Look, Wen…" Jim started again, moving to let students through. He waited, hoping they were out of earshot. "Look Wen, there's something else that happened last night. Something I didn't tell the Doc. Or Mom."

Wendy leaned forward, frowning at the secrecy in Jim's voice. "Something else? Something…bad?"

Glancing over his shoulder, Jim uncovered the metallic orb from his pocket. He handed it to Wendy. "I think so."

As they filed down the Tunnel hallway, Jim recounted the story of the dead sailor, Billy Bones.

"…then he said 'beware of the man with the metal hand.'" Jim finished as Wendy turned the golden orb over her palms, "Before…before he died."

Wendy closed her eyes. Thickly, she said, "How…how did he...?"

Jim put his hand behind Wendy's shoulder. Her knuckles were white, and the orb trembled between her fingers.

"Not sure…but it was sudden…and he gasped. Like…like someone had…"

Wendy shook her head, cutting Jim off. "Horrid," she breathed, holding the orb against her chest. "How horrid. How – oh!"

"Hey!"

Bumping forward, Jim knocked into Wendy. Both had been so preoccupied with the orb that neither had noticed the group of students stop ahead of them until they had collided.

"Whoa!"

"Jesus!"

Jim tripped, sending Wendy to her knees. Vaguely hearing the orb bounce against the stone floor, Jim stumbled and wacked his cheekbone against a sharp shoulder.

"Get off of me!"

A boy with fiery hair and black eyes shoved Jim away. "What's tha matter with you, Idiot."

Jim reeled. Angrily, he ripped the boy's fingers from his collar. They boy's eyes flared as two of his friends stepped forward.

Jim matched their glares. "Accident." he said curtly, reaching to help Wendy. "Chill out."

The boy with fiery red hair curled a lip. "Oh yeah, Rat-tail? Aladdin. Flynn. Did that sound like an apology to you? Cause it didn't sound like an apology to m—"

The boy stopped. His black eyes lowered to Wendy as she reached for the orb spinning out of reach. A huge grin split his face. Slowly he lifted a foot and placed it gently over Wendy's hand has she grasped the orb.

Jim and Wendy froze as the boy knelt to retrieve the orb. Jim was sure that no one had overhead them in the busy hallway, least of all this gang of three, but its dark advent was still fresh in his mind. He feared reacting too aggressively would give away everything.

But his caution stressed the moment. Suspiciously, Flynn and Aladdin approached Jim. Half listening to their interrogation, Jim watched the fiery haired boy coax the orb from Wendy's fingers. He grinned but Wendy looked away. With mock politeness, the boy offered his free hand as Wendy hurried to her feet.

Jim watched as the boy placed his hand gently over Wendy's back as she rose. Then, swift as a spider, the boy's fingers gave a little rub, a little pinch through the shirt, a little hook under the brastrap, pulled back and –

Snap!

Wendy spurred upright. Cheeks red, she backed into Jim. Horrified Wendy stared at the fiery haired boy and his snickering henchmen.

"Here." The boy held the orb at arms length. He tossed it playfully up and down before Wendy's trembling eyes, "You can have this…eh…" the boy looked meaningfully at his friends, unable to contain his laughter "… 'back!'"

Wendy turned, but Jim caught her under the arm. Jim was beside himself.

"What the Hell?!"

The three boys stopped. Looking more interested than threatened, they considered Jim. Finally, the fiery haired boy spoke. He tossed the orb between his hands, still smiling. "Got a prob, Rat-tail?"

Jim stepped forward. "Apologize."

Flynn and Aladdin raised their eyebrows. But their fiery haired leader just smiled. "Come again?"

"You heard me." Jim squeezed Wendy's arm. "Apologize to her."

The boy's black eyes slid across Wendy's face. Wolfishly, he winked and grinned when she looked down. "For what?"

Jim advanced. Flynn and Aladdin followed suit. Students nearest were starting to notice. The smell of a fight was growing.

"Apologize." Jim growled, clenching his fists, "Now."

Wendy's fingers closed over his. Flynn and Aladdin also noticed and flocked their leader defensively.

"Pete, let's ditch."

"Yeah Pan…don't waste it on this monkey."

Jim tensed. His voice was acidic. "You're Pan?"

Peter Pan swelled like a king bullfrog. "The one and only. Heard of me, have you?"

Jim released Wendy's arm. "Yeah. Some."

In one stride, Jim seized Peter and shoved him against the copper pillars. Fireflies, fairies, twinkling lights or whatever scattered crazily as Peter grabbed Jim's wrists. With one violent shake, Jim dislodged Peter's grip.

"I said apologize to her jack ass!"

People started to holler and chant. The beautiful hallway turned into boxing ring as Flynn and Aladdin charged at Jim.

"Stop! No! Jim!"

Pushing through the crowd Wendy forced herself between Jim and Peter. "Jim don't! You don't need to!"

Jim faltered. Behind Wendy Peter's eyes were filled with hatred but alive with laughter.

Desperately, Wendy pressed her hands against Jim's shoulders. "Jim. Please. Please! Let's go. Let's just g –"

"Children! Children! Stop with that infernal racket this instant! This instant I say!"

"QwwaadahhhhhbbbbbbwhaquqqwuaDOGGONEQwwaadahhhhhbb bbbbwhaquqqwua!"

"Children! Disperse! Disperse! Off with all of you! To the auditorium! And as for you young man…"

Jim turned.

Then he looked down.

Scowling up at him were two angry, authoritative looking faces. One of them was a clock. The other was a duck.

Jim ogled. The minute hand screwed to the clock's nose spun angrily. The duck ruffled his snow white feathers and squawked. "Gwwwwegt ywwwwr swwwwwry swelllllf twwwwwwwuuuu the ashwwwwwwwemblyyyy! Grrrrbwwwwulbbwwwulbbbwwwwwwuuuu!'

Jim blinked. "What?"

"Of all the cheek!"

Crossly, the clock pushed Jim's shin, separating him from Peter. "You heard Master Donald Duck quite clearly if I'm quarter to eight! Get your sorry self two the assembly!" The clock paused. "Grrrrbwwwwulbbwwwulbbbwwwwwwuuuu," he added irately.

"Sure thing Mater Cogsworth." Flynn and Aladdin grabbed their bags. "It's a good thing you came when you did. Saved Pete's life from this psycho creep."

The clock – Master Cogsworth - seemed unimpressed, but squinted at Jim as he shooed them away, "To the auditorium! Spit spot! Spit spot!"

Languidly, Peter brushed at his wrinkled shirt before pushing off the wall. The traveling lights seemed to converge shyly behind his fiery head. Casually on his way, Peter sauntered into Wendy. Wendy's mouth opened in shock as he passed, her hand hovering guilty over her jean pocket.

"Thong count." Peter hissed into Jim's ear. Gleefully, he tossed the metallic orb into the air before slipping it into his pocket. "Oh for one."

Jim made for Peter. But he was immediately intercepted by the school masters. Cornered by the disgruntled clock and duck, Jim watched uselessly as Wendy rushed away without a backwards glance.

"Spit spot!" Master Cogworth repeated as Master Donald clapped his wings. "To the auditorium! Time for the assembly! Special message from the headmaster. Spit spot!"