"I'm tired." Oliva complained for the fourth time that hour.

"There's a village just up ahead, we can rest there tonight." Basil explained once more.

"You said that two hours ago, areyou lost ?"

Noelle giggled as she watched the exchangebetween the two toys, Oliva had been persistentin her complaints for the past while, as most children were. Vocal about her sore feet and displeasure that they were still so far from their destination.

"Come on Oliva." Noelle said, crouchingdown to be at the girl's level. "Quit bothering him, I'll give you a piggy-back ride for the next little while."

Oliva smiled, eagerly taking up Noelle on her offer. This hadn't been the only time her or Dawson had carried Oliva today, but considering how long they had been walking and how they themselves were growing more exhausted with each passing hour it was hard to carry her for more than a few minutes at a time.

"Ah-ha!" Basil exclaimed, running up ahead to a small wooden sign, half buried in the snow. With great effort The Nutcracker pulled it up out of the earth, propping it back up and brushing the snow from its surface with wooden fingers. Grinning widely once the letters were revealed. "Crystal Caverns! Just up ahead!"

"See, Oliva?" Noelle grinned, adjusting the little girl on her back as she shifted her weight. "We're almost there."

Oliva gave a little huff but seemed to forget her complaints for the moment, her head resting on Noelle's shoulder. "Crystal Caverns, it does soundpretty."

"An old mining village." Dawson explained as the group followed after Basil. "Quite the charming little place. In the times before The Rat King's took over they held the most amazing winter solstice festivals. Oh, nearly everyone in the kingdom made the trip out here. So many people in such a small place, singing, dancing-." The plush mouse sighed at the fond memory.

"Oh that sounds just wonderful! You don't suppose there will be a festival going on while we visit, do you?" Noelle asked eagerly.

Dawson chuckled and waved his hands. "Oh no, I'm afraid it's not quite the season for-." The words faded on Dawson's lips as the group emerged from the snow-covered trees, seeing the quaint little villageof Crystal Caverns in full view.

It was nothing like Dawson had described.

Where once there had been bustling streets, vibrant homes, and the lively chatter of the residents of this small town, now there was only an eerie silence. The buildings sat vacant, roofs caved in, windows shattered or boarded up.

The market square, which should have been alive with activity even in the harshest of winters, was devoid of any sort of life.

No one was here.

Noelle stopped in her tracks, her heart sinking as she took in the sight. This couldn't be the same place Dawson had described—there must be some mistake, this was...

"Where is everyone?" Noelle whispered. The words hung in the air, unanswered.

Basil was still, eerily still even for someone made of wood. His eyes scanning the village with disbelief, trying to process what he was seeing.

"I haven't been here since I was a boy." Basil said, seemingly to himself as he gazed around at the now desolate little town. "It was beautiful, and now...".

His voice, usually so confident-cracked with a tremor that Noelle had never heard before. And for the very first time since they had met Noelle felt a twinge of pity for the poor Nutcracker.

He took a few slow steps forward, leaving a trail of footprints in the snow as he walked into the now desolate little village. Looking around, as if expecting it all just to spring back to life. Perhaps there was someone still here, hiding in theirdilapidated house, waiting for someone to come.

But there was no movement.

No sound.

Not even the wind stirred the snow in the streets.

An eerie stillness permeated the air, making everyone feel a little uneasy. Most of the house's windows had cracks in them, and many doors had been either left open or seemingly snapped off their hinges, implying that they had been broken down by force. Noelle shook her head, not wanting to think about just why that was.

"What happened here?" Noelle asked, louder this time, as she set Oliva down. Still making sure to keep the child close to her in case something unseen was waiting for them.

"The same thing that's happened everywhere else." Basil turned to face her, his expression a mixture of anger and grief. "The Rat King."

"He ruins everything." Oliva said, more angry than sad.

"Is it safe here?" Noelle asked.

Basil cleared his throat, trying to regain his composure. "It should be, judging by the state of things all this happened years ago. No one has been here for a long, long time." The Nutcracker stated as he began walking toward one of the more intact houses. "I recommend that we find shelter here forthe night, I don't think we'll be bothered." His voice wavered slightly as if he himself wasn't sure of that fact, but he quickly steadied himself. "Still if it sets your mind at ease I'll check around the perimeter to see if it's safe. Dawson!"

"Oh! Uh yes?" The plush mouse snapped to attention like a soldier called by his general.

"You will assist me in checking to make sure the house is secure enough to stay in."

"Of course."

"I'll help too." Noelle offered.

"No." Basil said, his voice carrying an edge of authority with it. "You will stay with Olivia, it's much too dangerous for either of you."

Noelle's brow furrowed. "What is that supposed to mean?" She crossed her arms, glaring at the Nutcracker. "I'm not some helpless little girl-."

"Hey!" Olivia piped up, offended.

"I can fend for myself just fine." The blonde insisted.

"Somehow I doubt that considering that you needed my assistance with the Rat King-."

"Excuse me!?"

The two began shouting at each other, squabbling once again over who had saved who in their previous encounter with Ratigan.

"That's enough you two!" Dawson shouted, getting between the two mice, pushing them apart. "You need to start getting along if we're going to have any chance of succeeding on this mission! Instead of squabblinglike children! The actual child in out care is better behaved than-."

The plush mouse went to go point to Oliva to prove his argument, only to find that Oliva was not there.

At once the group snapped out of their argument. The sudden realization hit like a cold gust of wind—Oliva was gone.

Where the child had been mere moments ago, now there was only a trail of tiny footprints, leading directly into the house.

"Oliva get back here, it's not safe!" Basil called out, marching after her, wooden feet crunching against the snow. Dawson immediately followed, his plush form moving with surprising speed.

Noelle was close behind them, peeking inside the open door frame. Snow from outside had enteredthe house's entryway, covering the hall. The door now blew back and forth in the wind, creaking ever so slightly with each movement.A light gust of wind pushed past her and into the house, creating a snow drift that swirled around her feet and into the house, as if it was pushing her inside.

"Olivia!" Dawson called, growing more and more worried that the child hadn't responded. "She must be in here somewhere."

Carefully Noelle crept down the hall, looking around at the fading wallpaper and dusty furniture.

A gentle crack under her foot alerted the girl to the picture frame beneath her shoe. She looked down at the shattered frame, still displaying a picture of two mice. A husband and wife by the looks of it, presumably the couple that had lived here.

An uneasy feeling washing over her.

"I...I'm going to check upstairs." Noelle announced as she made her way to the stairwell. The old wooden stairs creakedbeneath her feet, even as a mouse Noelle feared that they might give way under her and was cautious as she traveled up them.

The upstairs hallway stretched out before her. Cracked, dusty windows letting in a faint light, the smell of dust and old wood lingered in the air.
Strangely it reminded her of the servants quarters back at the Doyle's house, no matter how often she had washed her sheets and dusted her room, she had never been able to get rid of all the dust or the mildewy smell that seemed to make its way into everything down there.

A loud *THUMP* from one of the rooms caught her attention, and Noelle quickly dashed up the hall, until she reached the door of the first room. It was ajar, a sliver of dim light peeking out from the crack. Noelle pushed the door open cautiously.

The room inside was larger than she expected, with windows that looked out onto the snow-covered landscape below. Paintingsof mice and fairies covered the walls, hung in elegant frames. The bed was covered in a soft, plush, pink quilt, with intricate snowflake designs lovinglysewn into it.

A dark wooden vanity was placed against one wall, it's mirror framed by ornate designs that circled it's frame, appearing as if someone had painted it with frost.

These markings matched the wardrobe next to it, having a similar pattern painted onto it.

A beautiful pink rug lay in the center of the room, and sitting cross-legged in the middle, was Olivia, observing a dress that she had pulled from the open wardrobe.

The girl seemed to notice that Noelle had entered the room but paid her no mind.

"There you are!" Noelle exclaimed, a mix of relief and frustration in her voice. "You can't just run off like that! We were all worried about you!"

"I'm not a helpless little girl," Olivia replied, her tone sharp as she turned her back to Noelle, still upset by her earlier words.

Noelle paused, realizing what had caused Olivia to storm off. She sighed, her expression softening as she knelt down beside the smaller mouse on the rug. "Olivia, I'm sorry. I didn't mean it that way, It's just—Basil, well, he knows exactly how to push my buttons."

Olivia didn't respond right away, thinking something over in her head, but after a long moment, she glanced back at Noelle, her arms still crossed. The anger in her expression was fading, though she still looked hurt. Noelle swallowed, trying to find the right words.

"But you're right, you're not helpless. And neither am I for that matter. In factI think that we're both pretty brave. You have to be when you're going on a quest to dethrone an evil tyrant! As a matter of fact you might be the bravest little girl I know."

"And the toughest." The little wind-up mouse added with a smirk.

Noelle smiled in return, feeling the tension ease.

"And the toughest." she agreed. "Now come on, everyone's worried, and I think we should go let Basil and Dawson know you're okay."

Olivia nodded, and the two got up from the rug together, Noelle taking the dress that Olivia had been playing with and walking back over to the wardrobe to hang it back up.

It was then that she was able to take a closet look at the wardrobe's contents.

The sight of so many beautiful dresses made her heart flutter, there were so many they were practically bursting out of the closet.

"Oh my." She muttered, reaching out to touch the array of fabrics before her.

"Are you coming?" Olivia asked after a minute, standing by the doorway.

"Hhm? Oh!" Noelle snapped out of her trance like state, realizing that she had lingered Infront of the wardrobe for far longer than she had meant to. "Yes, uhm, you head down first, I'll be a minute. I'm just going to try and hang this back up." She explained.

Olivia nodded, darting out of the room, Noelle waited until she heard tiny footsteps going down the stairs before she stared back down at the dress in her hands.

A gorgeous red dress with cream accents, ruffles around the cuffs of the sleeves and a lovely bow on the back. The fabric itself was soft and heavy, warm. Just then it occurred to her, this house was abandoned, and presumably so were its contents. Surely no one would miss a dress.

Quickly Noelle set the dress down, discarding her apron and the light-blue work uniform she had been wearing, tossing them aside before she once again picked up the red dress, quickly slipping it on, pulling it over her head with an ease that surprised her, it seemed to be exactly her size.

Whatever size that may have been that is, she wasn't quite sure what to look for now that she was a mouse.

The fit was perfect, the fabric hugging her waist but not too tightly, giving her a comfortable amount of breathing room.
Eager to see what it looked like on her Noelle turned to the mirror in the vanity, her reflection catching her off-guard.

She hadn't taken the time to look at herself since the sudden transformation only hours ago, and the face staring back in the mirror wasn't the one she had expected to see.

Slowly she moved her hand back and forth in front of the mirror, then pushed her hair to the side, just to make sure that the little cream-colored mouse staring back at her in the mirror was in fact her.

It was almost as strange to see herself with such an elegant dress on, and despite the strangeness of her new form Noelle couldn't help but admire herself, her thoughts quickly turning to the little details. Something was missing. The outfit looked almost perfect, but not quite. Her gaze dropped to her feet. One dark black slipper poked out from under the dress, the other foot wore only a sock with a paw-like toe poking out of a hole in it's fabric.

"Well, that won't do," she murmured to herself. "A dress like this needs some proper shoes."

She pulled the dress up slightly and turned back to the wardrobe, eyeing the bottom half of the closet, where her eyes had previously missed a modest collection of shoes that were neatly lined up.

A pair of beautiful black boots with a slight heel caught her eye and without thinking twice about it she quickly got to work, discarding her remaining slipper and sliding into the boots. Making quick work of lacing them up. They were a bit snug, but complimented the dress so nicely that she didn't mind.

Her heart raced with excitement as she finished, eager to see the results the blonde quickly stood up and turned back to the mirror.

Now, she looked... well, she looked like someone who belonged here.

In this room, in this house, she looked like a proper young lady.

Giggling Noelle picked up both ends of the dress and curtsied, then did a little spin, watching as the skirt of the dress twirled around with her.

"What are you doing?" A voice rang out from behind.

Noelle gasped, turning to see Basil standing in the doorway, a stern expression on his face.

For a moment she struggled to respond, a frog caught in her throat as she attempted to get the words out. "I-uh-I'm trying-." She shook her head, unsure why she was acting like a child caught in the act of sneaking a treat from a cookie jar. "I'm getting a proper outfit, that's what." She said, turning her attention back to her reflection in the mirror, trying not to pay the Nutcracker any mind. "It's hardly a crime...And it's rude to disrupt a lady while she's getting dressed."

"I'd beg to differ, those aren't your clothes." Basil said as he entered the room.

"Well if you haven't noticed." She said while going to pick up her discarded slipper, lifting it up as if to make a point. "I've only got one shoe. I could use another pair."

"And the dress?" He asked sternly as Noelle ignored him, continuing to admire herself in the mirror.

"I liked it." The girl stated flatly. "No one is coming back for it anyways."

"You don't know that."

Noelle felt the Nutcracker's eyes staring at her, even without turning to face him directly. "Even if somehow they did come back, they wouldn't notice one little dress was missing."

"Is your current attire so dreadful that you've been forced into petty thievery?" Basil scoffed.

Noelle's cheeks flushed red with embarrassment and fury. "What is your problem with me!" She shouted at the prince, unable to hide the fury that had been building inside her. "Why do you find something wrong in everything I do?!"

"My problem is that you insist on sticking your nose into other mice's business."

"I saved you!"

"And look what good it did you!" Basil shouted back at her, losing his temper as well, taking Noelle back.
Up until this point Basil had been short-tempered but she hadn't seen him like this before. "Maybe if you had minded your own business you could have simply spared yourself the trouble, but no you just had to catch the attention of the Rat King, you just had to get yourself cursed, and now you're just another mouse I'm responsible for! Leading us on a fool's errand to go find some mythical Sugar Plum fairy to undo the mess you got yourself into!"

"How can you be so sure that she's not real when the whole kingdom seems to have believed in her so much?!"

"Because they're fools! If they were sensible they wouldn't go around believing half truths and made up stories meant for children."

"Well maybe if you actually sympathised with the people of your kingdom a little bit more you wouldn't have gotten them all cursed!"

The harsh words stuck the two of them like a blow to the chest, Basil fell silent, as did Noelle, realizing that she had gone to far.

"I-Basil I didn't mean-."

"Save it." The nutcracker turned away from her and made his way towards the door. "You've made your point." He said bitterly as he exited the room, leaving Noelle behind in the silence.

The girl let out a long frustrated sigh, turning to look at herself once more in the mirror, the vibrant red dress looking just a little bit duller.

It was minutes later when she emerged from the room, back in her working clothes, wearing only one slipper.

Basil had been nicer than his usual self, though only becausehe seemed to be ignoring any direct interaction between them.

If the tension in the house was felt by Dawson he hadn't brought it up, instead choosing to focus on Oliva for the rest of the evening.

Noelle had been ecstatic when she had investigated the kitchen and had discovered a large array of canned goods, insisting that she cook something for the group only to have to be told that toys were not capable of eating.

Still Dawson had helped her get a fire going in the hearth so that she could at least warm up some food for herself. Something Basil seemed hesitant to be a part of. Noelle couldn't exactlyblame him for having an aversion to fire, he was made of wood after all.

It was because of this that Noelle had agreed to sleep downstairs in the parlour near the fireplace, while Dawson and Basil stayed in the house's study. Olivia was given the main bedroom.

And so the little group had retired to their beds for the night, Noelle taking up residency on the settee on the left side of the room. Having no trouble falling asleep despite the guilt that remained in her mind over her earlier argument with body was much to exhausted from the days events to remain awake for long, and in no time at all she was out cold.

Itwasn't until hours later that her eyes fluttered open.

"Noelle." An unfamiliar voice whispered softly.

"Five more minutes." The girl muttered, pulling her blanket over her face, still half asleep.

"Noelle." It called again.

It suddenly occurred to her that she in fact did not recognizethe mysterious voice calling her name.

With a gasp the woman sat up straight, her eyes darting around, looking around frantically for who had been calling her name. "Who's there?"

The room was dim, only the faint glow of dying embers from the fireplace lit the parlor. With her heart pounding in her chest Noelle scanned the room for a sign of any intruders, or more hopefully Basil or Dawson.

No one was there.

The voice had been distant but so clear and yet...It was late, and she assured herself that she must have been imagining things.

She was just about to lay back down when she heard it again.

"Noelle."

Her heart skipped a beat. "Hello?"

Silence.

Carefully, the girl stood up, making her way over to the center of the room, from here she could see the main hall of the house, as well as the door, which creaked softly as the wind pressed against it.
They had been unable to get it to close all the way.

"Is anyone there?"

A gust of wind blew the already lopsided door open with ease, it creaked on hinges that desperately needed to be oiled, as if beaconing her outside.

Arming herself with a poker from the fireplace the blonde stepped forward, peeking around the corner to make sure no one was waiting for her on the other side before stepping out into the night.

The moon was full tonight, and the light reflecting off the snow, twinkling like millions of little stars. It would have been a beautiful sight if she were not distracted by the mysterious call.

"If this is a joke Basil it's not funny." She called out while looking around, knowing that the Nutcracker was not the joking type. It was simply hopeful thinking that he would appear behind her, laugh and they could all go back to sleep.

Another gust of wind blew past her, carrying her name with it.

"Noelle."

It called, as it pushed the girl forward, seemingly guiding her.

She knew she shouldn't, but without even thinking Noelle let it take her. She had never been the type to think things through.

It wasn't a long walk either way, it took her back into the woods, through the trees until she reached a large rocky wall on the side of a hill. It was a little hard to spot in the dark at first, but a large hole was present in the side of the hill, a cave.

She stood at it's entrance, hesitant.

"This was a bad idea." The girl mumbled to herself, beginning to turn around.

Another gust of wind pushed past her.

"Noelle."

The voice was much clearer now, it was clear that whatever or whoever was calling her wanted her to go inside.

Taking a deep breath she stepped into the cave, letting the dark swallow her entirely.

Or so she thought.

She hadn't taken more than a few steps inside when she saw a twinklinglight in the distance, and then another one, and another one, before long the dark stone of the cave wall had been replaced by a shining glassy texture and Noelle found herself surrounded by crystals.

A small hole in the roof of the cave let in the light of the moon, which brightly lit up the crystalized wall of the cavern.

"Oh my...". Noelle gasped, her breath taken away by the beauty of the sight. This must have been one of the mines Dawson was talking about, it was far more beautifulthan anything she could have ever imagined. The shimmering stones weren't just buried in the walls, they were the walls. So clear and shiny that Noelle could see her reflection clearly on the cave walls.
"Beautiful isn't it?" A voice echoed behind her, causing her blood to run cold.

Noelle spun around, only to find herself face to face with HIM.

The Rat King.

"Get back!" The girl shrieked, raising the fire iron she had armed herself with, ready to strike.

"Now, now there'sno need for that my dear. I come in peace."
It was now that Noelle realized that the Rat King wasn't here, at least physically. Instead his reflection had simply appeared on one of the large crystal walls, she looked around frantically, convinced that he must have been right behind her.
"Looking for something?" Ratigan chuckled, amused by her confusion. "As much as I'd love to be there in person I'm afraid I have other matters to attend to."

"What do you want?" She snapped, growing impatient with Ratigan's games.

"Why; I simplywish to have a little chat my dear, is that too much to ask?"

"After what you've done? I wouldn't give you the time of day."

"Oh yes the curse, I feel just awful about that." He frowned, shaking his head and tutting. "You must forgive me, it was such an impulsive decision, spur of the moment really-but to put matters into perspective: I do recall you throwing your footwear at me."

"I'll throw the other one at you if you don't get to the point." She felt brave in the moment, cocky, knowing that the Rat King was simply an illusion and not actually in the room with her.
A small voice in the back of her head, the one she rarely listened to was telling her to leave, to run. It had been foolish enough that she'd come here alone, and if the Rat King had lured her here with malicious intent there was no way she'd escape him.

"Hhhmmm as fiery as ever I see. Very well-I'd like to offer you a deal my dear."

Noelle took a second to respond, wondering if she had heard that right. "A deal?"

"Yes, you see I do truly feel remorseful over your current condition-even if it does suit you." He added, gesturing to Noelle who suddenly found herself feeling insecure and gawked at. The girl crossed her arms, and glared at the king, trying to hide how vulnerable she felt in the moment. "You were simply a casualty, this isn't your fight. Why-I'd happily change you back right now and send you on your merry way...except."

"Except?" Noelle repeated, waiting for Ratigan to continue.

He sighed heavily, a remorseful worried expression appearing on his face. "I'm afraid that I simply can't-in good conscience let you return. It would be far too tragic for someone like you to spend the rest of her life as a scullery maid."

Offended, Noelle opened her mouth to respond, but was interrupted once more by Ratigan, who held up a hand to his head in a dramatic fashion.

"No, I simply couldn't do such a thing."

Having just about enough of the Rat King's games, Noelle turned to leave, Ratigan's reflection following her, traveling across the surface of the crystal walls until he was once again beside her.

"Ah-ah-ah my my dear, don't be so hasty. You see-to make up for my transgression. I intend to give you everything you desire. Riches beyond your wildest dreams."

Noelle stopped, looking over at the image of Ratigan on the crystal wall, unable to hide her sudden interest in his words. "Riches?"

He grinned widely, reveling in the fact that he at last had caught her attention. "Yes, yes, gold, gems, fine jewelry-anything that darling little brain of yours can imagine. And all a pretty little thing like you has to do for me is help with my little nutcracker problem."

Ah, there it was.

There was always a catch to these sorts of things wasn't there.
"No." She stated flatly, even if Basil was a royal pain, he still didn't deserve whatever it was that Ratigan planned on doing with him once he got his claws on the wooden soldier.
Even if Basil were taken out of the picture it still wouldn't change her mind, she had only been in this land a day and had already seen evidence of the tyrant's rule.
"I'd never help you, not for any price. If you truly were sorry for what you've done to me you'd turn me back into a human and send me home."

"Surely you don't want to go back to such a dreadfullife?" Ratigan asked with a knowing smirk. "I could lift the curse and send you back to your quaint little existence as a scullery maid, but I don't think you want that now do you?"

She froze for a moment, then turned away once more from the King. Trying to hide the worry that was building in the back of her mind.
"What would you know about me?"

The truth was if she returned home now, Noelle would more than likely be dismissed from the Doyle's employment for not only failing to clean the parlor by morning, but also for disappearingfor days on end. And she doubted that being turned into a mouse was an excuse would tolerate.

"Oh I know you more than you think my dear." Ratigan's voice echoed softly in the cavern. The king sighed dramatically, as if a sad thought weighed heavy on his mind. " You see, I too once lived a life of servitude, for many years I served under the crown, yearning for more. Dreaming of a better life for myself."

Noelle looked over her shoulder back to the reflection of the Rat King, as much as she hated to admit it, his words struck a cord.
All her life she had been dreaming of something better, only to be met with disappointment. Many times she had been told by the other maids to get out of her own head and suck it up, this was her life, and she should consider herself lucky to be employed by a wealthy family instead of on the streets begging like other orphans who hadn't been so fortunate.

"No matter how hard you work, how many dishes you scrub, how many dirty floors you clean-you'll never escape from the lot you were given in life. It's the simple truth my dear." Ratigan continued, feigning sympathy. "But I could offer you a different path, you'd have riches beyond your imagination. Think of it! Everything you've ever dreamed of right at your fingertips. If you'd just help me."

She thought about it, as much as she hated to admit it, she thought about the Rat King's offer, just for a moment.

Picturing herself at parties, in the finest gowns, dancing with handsome suitors who all fought for her hand. She imagined herself dining on food fit for royalty, and resting in a large luxurious bed, sleeping in until the late hours of the morning, no one bothering her about dirty dishes or messy kitchen counters.

But it all came with a sharp pang of guilt that was heavy on her chest. She couldn't bring herself to betray Dawson, Olivia, or even Basil-as stubborn and uptight as he was.

"My answer is no." She stated firmly, turning back to face the Rat King fully, trying to appear more confident than she was in the moment. "I won't be part of whatever scheme you're planning, so leave me alone!"

Much to her surprise the Rat King did not grow angry or upset by her response, instead chuckling softly as if he had expected her to turn him down. "If you say so my dear, but I do insist that you think about my little offer."

Ratigan waved his clawed hand as a soft green glow enveloped it.

Another gust of wind suddenly picked up, snow swirling around her legs.

Her eyes widened at the sight.

Another spell!?

However before the girl could panic the wind stopped, the snow falling to the ground once more.

She blinked, staring down at her feet as if making sure that what she was seeing was really there.

A new pair of shoes had appeared on her feet

"A gift, for your time." He explained. "Perhaps they'll aid in your decision next time we meet."

Noelle studied the shoes on her feet.
They were a lovely light blue color, with ruffles along the sides and three pink bows going down the center. Perhaps a bit much for her taste but far nicer than anything she had worn before.

"This doesn't change any-." She began to say, looking back up from the shoes, only to find that the Rat King-or at least the image of the Rat King-had vanished.