A/N Hello! Just a disclaimer- I don't own Alice's Adventures in Wonderland of Sleeping Beauty either.

Hope everyone is enjoying the story!

Penelope had finished her meal and was pacing up and down the living room, waiting not exactly patiently for Claude. Throughout her meal, she had done nothing but worry for her friend. It was unusual to see someone who she deemed as indestructible, in pain. But she knew of course that just because he was a demon did not exclude him from the limitations of pain as her first encounter with him reflected that. Throwing herself into a chair, she tucked her legs underneath herself and tapped her finger on the plush arm of the chair. She was in the middle of debating whether to go and search for him when he opened the door, causing her to jump in the chair.

"How was your meal?" Claude asked politely as he settled into the chair that was opposite her. As he was seated, Penelope began to inspect his body for any signs of injury. He noticed this and shifted slightly hoping to gain her attention without embarrassing her. It worked and Penelope's eyes snapped back up to meet his own.

"It was delicious as always, thank you for asking. But I would rather discuss more important matters". She tried to look calm but her fidgeting was a clear give away that she was worried and Claude knew he had to do something to ease that worry. Although, if he spoke about Lucy he was unsure that it would help her.

"When concerning before you should not worry, if demons do not get sufficient rest they tend to become weak. I am simply tired, nothing more". He lied smoothly and hoped Penelope would accept it. She gave him a scrutinizing look as though weighing up his words. Then, standing up, Penelope walked over to him and grabbing his hands, she pulled him up to a standing position.

"If you need rest, then you should go you to your quarters and do so. Please do not put such a strain upon yourself Claude. There really is no need; everything you do for me is already enough. When I asked you to be my friend, I never asked you to be my butler so if you are finding tasks too difficult, not to cause offense, we can get a butler to do them. But right now, you need to rest and if I have to drag you to your quarters then I will". As she finished, she kept to her word and started to pull him over to the door. He stopped her though and gently pushed her back towards her seat. He did not, however, retake his own seat. Instead he knelt down in front of her and took her hands.

"As much as I find your consideration towards my health touching, and I am not being sarcastic, I am more than capable to preform my duties. I have just been rather neglectful of my own needs and I apologise for causing you to worry. As far as the friend matter, in my opinion being a friend involves caring for you which I can do in public by being your butler". As he finished, Penelope took her hands out of his and went to stand. Knowing that she was still going to try and make him sleep, Claude moved forward and pushed her back down.

"I still have to explain my reasoning for you not to go to the theatre tomorrow". Penelope sighed, knowing that her curiosity was raised, so she settled down quietly and gestured for him to continue. Claude moved back to his seat and explained how he had sensed Lucy's presence at the ball and was sure that Lucy was attempting to make contact. He then explained how he could protect her far more efficiently if she was in the grounds of the house. As Penelope listened she felt guilty for being angry with him. 'I should have known he was just being protective' she thought, internally chastising herself for thinking otherwise.

"Claude, I can't hide all my life. But if you are sure that Lucy wants to make contact, perhaps we should start to take steps to remove her permanently as a threat. I think it would be wise if we did this after the ballet though. I have been dying to see 'Sleeping Beauty' for so long and I won't allow someone to ruin this chance for me, especially since Lord Davis has been kind enough to invite me. But right now, I would like you to go and rest for the continuation of tonight, I'm sure Victoria and I can manage for a while without you". She spoke softly and gave him a smile as she stood up again. Smoothing down her honey coloured dress, she walked over to his seat and leaned down so that their noses were almost touching. She watched with some amusement as Claude's Adam's apple bobbed gently as he inaudibly gulped. His golden eyes glanced down at her lips and he licked his own unconsciously. Penelope placed both of her hands on his thighs and their faces were so close Claude could feel her curly hair tickle the sides of his face. 'If only she would move just a bit closer' he thought, desperately trying to control his own desire to capture her lips with his own. Her hot breath suddenly snapped him out of his thoughts.

"Also, just for the record, a lady should be able to say what she wants in her own home. So as far as language is concerned, I do not need reminding on how to speak". She felt a sense of achievement at getting him back for his digs at her use of language previously. Drawing back quickly, in less than a few seconds she was already out of the door leaving a very flustered Claude in her wake. He even thought that he heard her giggle. Releasing a long breath that he had not been aware of holding, he swore softly at his body's reaction.

"Language Claude!" Penelope shouted from outside the door. Claude couldn't stop the grin painting his face and took his glasses of so he could rub his face. He had to admit that he had been feeling slightly tired but not unnaturally so. Originally it had been a lie just to avoid telling the truth about the real cause of the pain, but the idea of a rest was starting to feel quite appealing. Sitting back he looked down at himself and gave a defeated sigh. Penelope had really caused quite a reaction and his body was obviously showing it. He supposed that while he was resting he could deal with the 'little' problem anyway. But just as he was getting up, Victoria suddenly burst into the room looking stressed. Claude quickly sat back down and crossed his legs, hoping that Victoria wouldn't see anything that could cause embarrassment.

"Mr Faustus! It's starting to get dark and no one has delivered the letter!" she exclaimed looking as though she would faint from panic at any moment. Shifting slightly, Claude waved his gloved hand as to dismiss her and internally celebrated at her distress as it was successfully keeping all her attention away from him.

"I've already delivered it. Please do not worry. Instead, it would be more helpful if you help Penelope decide what she is wearing tomorrow. Penelope also wishes me to have the night off, so you are now in charge of getting her to bed. However, if you are in need of any assistance I will be in my quarters, although I would prefer not to be disturbed. Now if that is all, I believe Penelope is currently in her room no doubt causing a mess in her wardrobe". His words carried no emotions and Victoria squeaked a yes and went upstairs. Shaking his head, Claude within a blink of an eye appeared in his quarters and he carefully started to take of his gloves. He had a problem to deal with.

Meanwhile Penelope was doing exactly what Claude predicted, rummaging through her dresses repeating the word 'no' over and over again. Throwing herself on her bed, she huffed with irritation and turned her head at the door opening.

"Oh thank God you are here Victoria!" she confessed and crawled off her bed. Victoria just laughed and walked over to the wardrobe and picked a pale green dress with embodied flowers running up the side. It was not too fancy but still looked appealing. Presenting it to Penelope, the younger girl tipped her head to the side whilst admiring it and then gave a large smile.

"I don't know how you find anything in their sometimes Victoria, but I'm very grateful that you have! I'm so excited for tomorrow; it will also be enjoyable since I will be in the company of someone who is amusing as well". As she spoke, Penelope started to change into her night clothes. Victoria gave her a puzzled look and took the discarded dress off the bed where Penelope had thrown it and hung it up neatly.

"I hope you don't mind me asking, but it is only seven thirty and seems rather early for you to go to bed My Lady" Victoria then moved towards the dressing table and passed Penelope the brush that she had been lucking for.

"I'm not going to bed, I'm going to the library to read, but sometimes the dresses are not the most comfortable thing to wear whilst reading. Would you be able to tie my hair up in a ribbon since I keep struggling to do so?" Penelope pleaded as she let her red curls fall chaotically over her shoulders again. Victoria was by her side in a flash and took the brush out of her hands to do so.

"Is Mr Faustus well? I heard that he is retiring for the night. He also told me that he has delivered the letter to Lord Davis as well, which I thought was quick considering how far away Lord David lives but he told me not to worry". As Victoria spoke, Penelope wondered if he had really delivered the letter and decided that after she went to the library to find a book she would so and ask.

"He just needs a rest, you know how he can be, working all the time". Penelope answered and smiled at her reflection in the mirror as her hair was now pulled up again allowing her to see clearly. Although she did love her hair, having both thick and long hair could be such a pain and she constantly got sick of the bits of hair that would attempt to block her vision if the escaped the compound of her ribbon. Turning around, Penelope opened her bedside draw and pulled out a knitted blanket and wrapped it around her body ready to go and snuggle up with it and a good book. Pulling the blanket so it covered her head as well she turned to Victoria and giggled.

"Thank you for your help. If there isn't anything you need to do, you can also have a few hours off. But I will be going to bed for about ten so if I'm not in my bedroom by that time, just shout me and I will move". Victoria laughed at the sight of Penelope wrapped up like a mummy giving her orders and gave a small bow.

"Thank you, but I have a few chores I need to do. I have to sort some washing and water the flowers. I hope you enjoy reading". And with that, Victoria left Penelope and made her way to the washing room.

Penelope started to head towards the library but stopped mid step. 'Perhaps I should see Claude first and confirm that the letter has been delivered before I settle down in the library' she thought. So turning around she headed down the stairs and made her way to the servant quarters. Giggling, she decided that her current state looked a bit like a ghost and though she could argue that she was being childish, she thought that pretending to be like a ghost might cheer him up.

Claude meanwhile was lying down on his bed trying to regain his breath. It had been a while since he had to sort any problem of that 'type' anyway, and he had to admit that he felt some of the frustration leave his body. Moving his hand in a smooth motion all mess was cleaned up and he closed his eyes hoping to get some actual rest. But a sudden noise caused his eyes to widen. Moving like lightning, he grabbed the nearest sheet and covered his body, which was currently only wearing his white shirt, as he had discarded everything else. Looking over to the door, he watched as it slowly opened and a muffled giggle followed. Sitting up, but making sure the cover was still fixed onto his lower half, he watched as a figure with a blanket wrapped over them came into the room rather clumsily.

'oooooo' Penelope moaned but stopped due to laughing. Taking off the blanket but keeping it around her neck like a cape; she chuckled at Claude's puzzled expression.

"Hello! I'm just coming to check how you are. Though I suppose if I've just woken you, I haven't done a very good job". As Penelope spoke she realised that he may have been sleeping and immediately regretted her childish actions. Just as she was about to apologise, Claude's voice stopped her.

"I'm guessing that you were supposed to be a ghost? If so, I think you need to rethink you technique. As for you waking me up, I wasn't asleep to begin with". He seemed amused so Penelope felt a sense of relief wash over her. She in return walked over and unceremoniously threw herself on the bed and rolled herself up in the cover. He watched her amuse herself and shuffled back in the bed allowing her more room to mess about. After a couple more rolls, Penelope sat up and noticed he no longer had his glove on. She liked his hands she decided, he had long fingers and she wouldn't be surprised if he played the piano well.

"I happen to be quite a good ghost actually". She teased and crawled up the bed so that she was in-between his legs. Claude almost had a fit and gripped the cover which nearly fell at her movements. He tried to distract her from his current plight.

"For someone who hasn't seen a ghost, you appear to think you know a lot about them". She leaned on his knee and hummed in agreement. She noticed however that he seemed to be acting odd and his skin looked shiny as though he had a temperature. Moving forward she went to place a hand on his forehead but was stopped when his hand captured her wrist. It was slightly warm and Penelope chocked on a gasp, as she as used to cold hands.

"Are you sure you are well Claude? You seem to be warmer than normal". He completely ignored her and pushed her back slightly.

"Are you going to bed, it is quite early for you to retire?" Claude asked and gestured with one hand at her nightclothes. He tried to avert his eyes from her creamy legs that were showing, especially as her white night dress had hitched up allowing him to see more thigh than he should have.

"I'm not going to bed; I'm actually going to the library to read for a few hours. And I know that you avoided the question. But first I would like to know if you sent the letter to Lord Davis?" Claude just nodded and leaned back so his back hit the wooden frame of the bed. This forced Penelope to stop leaning on his knee and she readjusted her dress as she changed her position. Yet as she moved, Claude's eyes were fixated on her movements and he forced himself to not los focus.

"I hope you enjoy whatever book you choose to read, although I advise that you should not stay up too late. I have also sent the letter as I told Victoria, so there is no need to be so suspicious". He added the last bit as though it was an afterthought. Penelope accepted his answer but was still annoyed he had not answered the one about his health. Getting off the bed, she pulled her cover with her and didn't see Claude almost scramble to stop his own being pulled off as well.

"Well for your own health, which is equally as important as my own, I have decided that Victoria will accompany me tomorrow instead and you will stay and rest. Get some sleep and I might come to see you before I go to bed". She didn't give him a chance to argue and practically ran out of the room leaving a disgruntled Claude in her wake.

When she reached the library, she grabbed a book from her shelf and seated herself in the comfy chair that was near the window. She had chosen 'Alice's Adventures in Wonderland', which she had already read but wanted to do so again considering it wasn't a book that was too long. But as she sat down and snuggled up, she wondered if she had made the right decision. The idea of Lucy kidnapping her was frightful but she believed that Lucy wouldn't be able to successfully pull off something like that in public. Anyway, she could ask Claude to pick Victoria and herself up after the ballet instead. 'Yes' she thought happily 'that should be ok'. Nodding her head, she then became fully consumed by the story in her hands.

A loud bong echoed throughout the quite house and Penelope looked towards the clock which rested over the fireplace in the library. It was half nine and Penelope realised that she was getting tired. Closing the book, she smothered a yawn and made her way out of the room after putting the book back. The hallways were dark but after living in the house since she was born, she could walk around the house with her eyes closed and get to where she wanted. She was about to walk to her room when she realised that she had yet to say goodnight to Claude. Sighing, she turned around to the servant quarters.

When she reached Claude's room, which was almost plain in comparison to her own, she nudged the door open bit by bit to reduce the risk of any sound. When she looked in the room, it was almost completely black apart from the slither of light created by the gap in the curtain allowing one moon beam to shine through. Thankfully, this one piece of light made Claude's features visible and she couldn't help but give a tender smile at his sleeping form. Creeping closer into the room, she moved closer until she was hovering near his face. Being deliberately wary as not to wake him, Penelope placed a soft kiss on his forehead and cautiously ran a hand through his coal like hair, marvelling at how soft it was. Moving back, Penelope realised that he didn't seem as warm as he had been, as his skin had been cold upon her lips. Taking the blanket off her shoulders she placed it over his long body and tucked him in carefully.

"Goodnight" she whispered and left the room, making sure not to cause any unnecessary noise.

When she reached her own room, Victoria was already waiting with a hot bowl of water for her to wash. Smiling she began to tell Victoria that she would be joining her to the ballet and started to prepare for bed.

Meanwhile, Claude's eyes were wide open and he was rubbing his gloveless fingers against the spot she kissed in an almost loving manner. Turning over on his side, he pulled her cover over himself and deeply inhaled, enjoying her scent. Although he was annoyed that she wanted him to stay at the house whilst Victoria went with her to the ballet and he would argue it in the morning, he knew one thing for sure. Penelope obviously cared about him. With that final thought, he closed his eyes and attempted to sleep, something he rarely did.