Disclaimer: I don't own "Alice in Wonderland" or "Sweeny Todd: The Demon Barber of Fleet Street". I would apologise for taking so long to update, but I always take long breaks between updates of any story. A special thanks to MahFrehndsArShinee3 who's suggestion in a review got me out of a writer's block. Although I didn't really use his/hers suggestion as intended...

Chapter 3

The street was cold beneath Alice's shoed feet, and the building before her looked very unwelcoming. Yet her mother led her toward it despite her protests. The wrought iron fence squeaked noisily as Lucy Barker pushed it open. She stopped in the door way and kneeled down so that she was on level with her daughter. For a moment Lucy seemed to be searching for words, her blue eyes were shining with unshed tears. Those blue eyes, which would haunt Alice for years to come, drank in her daughter's appearance.

"Mummy, why are you so sad?" asked Alice. Lucy didn't answer her. Instead she reached her hands to the back of her neck and unfastened the clasp of her gold locket, and refastened it around Alice's neck.

"I want you to take special care of this for me, it's yours now," Lucy said. "No matter what happens you mustn't forget us, darling. Your Father, Johanna, and I will always be your family." Alice was frightened to see her mother talk in such a manner.

"Why are we here?" She indicated to the huge building before them. It seemed to stretch a mile high up to the sky. "I want to go home," she added with a note of panic in her voice.

"This will be your home now," Lucy said as the tear overflowed her eyes. Fear clenched Alice's heart as she threw her little arms around her mother's neck, resolving to never let go. Lucy had to pick her up and carry her still attached to her neck in to the orphanage. Alice's cries were so loud that she could barely hear the tearful exchange between her mother and the orphanage Mistress about how Lucy was Alice's Aunt who could no longer afford to support her. The orphanage mistress agreed to take in Alice reluctantly and gave the pair some privacy for their farewell.

"No! Don't leave me here! Please!" Alice wailed as the mistress snapped the hall door shut behind her. Lucy held Alice close to her chest and kissed her on top of her golden locks.

"I'm so sorry, my darling. I'm sorry it has to be like this," Lucy muttered in to Alice's hair.

"Don't leave! Don't leave, like daddy did!" Alice cried as her little fists grasped Lucy's dress. Lucy gave her one final kiss.

"Love you forever," Lucy said as she carried Alice to the hall where the mistress was, than left.

Alice awoke in a cold sweat. A shrill call of "up you lot, the day has begun," shook her to the conscious world. The room was very dark as there were no windows, so she had to trust Mrs .Lovett statement that it was indeed morning.

She raised a hand to her cheek and felt that she had been crying in her sleep. Hastily she wiped the tears away before her roommate Toby opened the door and the light exposed her weakness. It had been quite some time since she had thought of the day her mother abandoned her at 'Crawful's Orphanage', though she had remembered some of it in her dream the previous night. Absentmindedly she wondered what had caused her to reflect on that day 15 years ago.

"Morning, Jillian," Said Toby as he lit a candle. "The candle is so that I have some light to change in to my clothes with," he added as he noticed her quizzical expression. Alice caught on to the hint and jumped up to grab her now freshly washed blue dress and change in the washroom down the hall. The blue dress, the same one she had worn in Wonderland two weeks ago, was still her only clothes. However the day before Mrs. Lovett stated that she smelled worse than the London sewer system and guided her to the washroom to wash up. Mr. Todd had lent her a shirt and pair of pants to where while her dress dried, much to Mrs. Lovett's annoyance.

As Alice pulled her dress on in the dingy washroom, her mind wandered back to the last memory she had of her mother. Now fully dressed, she reached in to the bodice of her dress and pulled out the gold locket and popped it open. Inside was a picture of her Mother, Father, baby sister Johanna, and herself. For a few minutes Alice thought of what might have been if her Father hadn't disappeared that day, and if her mother hadn't abandoned her at an orphanage for no apparent reason. A sharp nock on the door brought her wandering mind back to reality. She hid her locket in her bodice again and strolled out to the restaurant room to find Mrs. Lovett waiting for her with a scrub brush and pail of soapy water. Toby, also armed with a pail and scrub brush, leaned lazily against the wall.

"You two are going to scrub the floor 'till it shines. You have to make this dingy old place shipshape in a few days for the grand reopening," Mrs. Lovett stated as she walk toward Jillian pushing the supplies in to her arms.

"You're not going to help?" asked Alice genuinely confused.

"Of course not," Mrs. Lovett replied harshly. "Me knees aren't what they use to be. That's why I have you and Toby here. Hired me some young, virile blood to help out".

Just then the door bell sounded as Mr. Todd strode in to the room. He didn't greet Toby or Mrs. Lovett. He didn't even acknowledge their presence. However he did mutter a "Good morning" to Alice then strode off to the kitchen to get some breakfast. Since Alice's arrival yesterday afternoon something about Sweeney Todd that had been blatantly obvious was that he didn't enjoy any sort of company. He kept to himself, and stayed shut away in his parlour upstairs. This made Alice curious as to why he would go all the way to the kitchen to get food, when he could have just taken a meat pie from the counter between Mrs. Lovett and Alice then leave.

"Does Mr. Todd not care for meat pies?" Alice asked as soon as Mr. Todd was out of ear shot.

"Perhaps he prefers tarts," Spat Mrs. Lovett, who was clearly bitter from Mr. Todd's lack of affection for her. Toby shot a surprised look at Mrs. Lovett, which she missed due to the fact that he was standing behind her. With that Mrs. Lovett strode briskly from the room and left Toby and Alice to the cleaning.

"Shall we?" Alice asked Toby while indicting to the grimy tiled floor. Starting near the entrance to the sitting room they cleaned their way across the filthy floor in silence. Alice also thought this as curious, seeing as something she had learned about Toby since yesterday was that he was very talkative. The entire floor took two hours to finish. Alice vaguely wondered if Mrs. Lovett had ever cleaned the floor or if she thought such manual labour was beneath her. Toby and Alice dumped the dirty buckets of water in to the bath tub and reported back to Mrs. Lovett in the sitting room. She was sitting on the sofa reading a novel and sipping some water. Glancing over the top of her book she ordered them to scrub down the patio tables outside, and dismissed the pair of them with a flick of her hand.

As Alice filled her bucket and followed Toby out the door, she couldn't help but think of how strongly Mrs. Lovett reminded her of the Red Queen. They were both incredibly selfish, had deceased husbands, and unrequited love for someone near them. She supposed that this analogy would have to place Mr. Todd as the role of Stayne. With a shiver Alice recalled how Stayne had ambushed her with a crazed look of lust in his eyes. She hoped that lust was not the underlying reason why Mr. Todd was keeping her here instead of killing her like the man from yesterday.

"Are you alright?" asked Toby startling Alice. She had been so wrapped up in her thoughts she had nearly forgotten he was there, scrubbing the same weathered table she was. "You seem very quiet. I hope that Mrs. Lovett didn't upset you," He added.

"No, of course not," Alice muttered, though she was lying. Mrs. Lovett's snide comment had upset her. Toby gave her a concerned sweeping glance, clearly not buying the lie.

"I don't know why she was so rude," Toby continued. "Normally she is such a sweet lady. Though after that I thought it was best we were out of her ear shot before we talked to each other. She hasn't exactly taken a shine to you and it's best not to rock the boat. After all, she does give us decent food and shelter. Which is more then I can say about Senior Pirelli," Toby then launched in to a long winded tale of how he came to live here.

Toby's father, John, had been a Cab driver. Though his job had been simple and their income was probably small, it warmed Alice's heart to hear Toby speak of his father with such adoration. She was sad to hear that John had died when Toby was seven of Typhoid. With no money Toby and his mother, Victoria, had been forced to move in to the work houses. They had been split up in to different rooms and only had a chance to see each other during meal times. The way that Toby described the work house made it sound as though it was a prison. The following year, when Toby was eight, an outbreak of the influenza virus had claimed the lives of many of the workhouse inmates, including Victoria. Toby voice faltered a little when he mentioned his mother's death. He looked rather embarrassed by his display of emotion and then rambled on about how Senior Pirelli had bought him from the work house when he was 10.

"... So then Mr. Todd and Senior Pirelli had a bet over who could give then smoothest shave, and Mr. Todd won. That didn't sit too well with Senior Pirelli, so we came here and Senior Pirelli said he had unfinished business to discuss with Mr. Todd," Toby concluded. He and Alice were now sitting on the table benches by this point. The scrub brushes lay forgotten. Toby shifted nervously in his seat, before adding, "I'm not sure why but after Senior Pirelli spoke to Mr. Todd he left me here. I didn't even see him again after he went up to Mr. Todd's parlour. Although I can't say I mind the switch. Mrs. Lovett treats me much nicer than Senior Pirelli ever did".

Alice's stomach clenched at the thought of Senior Pirelli who she suspected of being murdered in Mr. Todd's parlour. Though she couldn't quite bring herself to pity the man who had caused Toby so much pain, she at least did find the scenario very unjust. Alice wasn't sure why she felt such a strong connection to this boy, who she barely knew. She felt as though he was the little brother she never had, and she had a strong urge to protect him from the heinous evil around him.

"I've been alone for a long time," Toby lowered his eyes down to his hands, speaking quietly. "When my Mother and Father died I was alone in the work house, even though I shared a room with many people. When Senior Pirelli bought me I was alone then too. He hardly ever spoke to me, and when he did it was only insults followed by lashings," Toby paused and raised his gaze to Alice. "You alright there, Jillian?" he asked. Alice looked positively mutinous with rage. Her jaw was clenched, her face was flushed and her hand gripped the edge of the table so hard her knuckles were white.

"I just can't believe someone could harm you like that," Alice spat and bowed her head to hide her moistened eyes.

"Well, it's all behind me now," Toby reassured, though he was surprised that Alice showed so much concern for his well being.

"At least now you are not alone," Alice stated as she desperately tried to gain control of her emotions, and bring some happiness to their otherwise depressing conversation. "You're here with me," She added with a small smile.

"Yes, I suppose I am," Toby grinned back at her. For a moment they sat in comfortable silence.

"So, how did you end up here?" Toby asked, shaking Alice out of her reverie.

"I'm sorry?" she asked, one of her pale blonde eyebrows arched quizzically.

"You said yesterday that you were homeless, until now that is. I was wondering how that came to be," Toby elaborated. Alice gave him a sweeping look as if to speculate how much she should tell him. Her instincts told her that she could trust him completely, but she had been wrong about so many other things before. Alice sighed and glanced down at the table unconsciously picking at the peeling paint.

"Well," Alice began, "We're more similar than you think. I'm an orphan as well". Toby's eyebrows shot far up on his forehead. Alice proceeded to tell him the edited version of her story, leaving out her trips to Wonderland. She didn't want him to think she was crazy after all.

She told him all about the orphanage, where they were basically slave labour until adopted. The head mistress, Miss Crawful or as the children frequently called her Miss Awful, had them sew clothing to be distributed to various stores. Miss Crawful was a bitter and rude woman but she had never done them any physical harm. The other children had never got along with Alice because she was very strange and always had her head in the clouds.

At the age of six Charles Kingsleigh had adopted her. He had loved her quirky personality and was horrified to hear that she had had no friends in the orphanage. That day he bought her beloved cat, Dinah. Dinah had been by far the best present anyone had ever gotten her. Alice glossed over the next 15 years of her life, briefly telling Toby about her sister Margaret, her mother, and father.

"After my Father died," Alice said, "His company was sold, and my sister was married off to a well-to-do man. Two weeks ago was my engagement party. I was to asked to marry Lord Hamish but he wasn't the right man for me so I refused. My mother and I had a huge fight that night and I ran away from home. Long story short that is why I was homeless," She finished sheepishly. She had kept her eyes on the table the whole time and now glanced up at Toby to see his reaction. She doubted he would believe her.

"So let me get this right," Toby began looking dumbfounded. "You had a good education, a decant family, and a would-be fiancé. You threw it all away because you didn't love him?"

Alice gave an exasperated sigh. It wasn't his fault he was too young to grasp the situation.

"Would you marry a woman you absolutely hated just for the title and money?" Alice asked him. He considered it for a moment before answering that he would. Alice looked at him disbelieving.

"Money can't buy you happiness," She stated before getting up and continuing her work so Mrs. Lovett wouldn't yell at her. The air between them was a little tense after their disagreement but it didn't stop Alice from requesting that Toby not mention anything about her to Mrs. Lovett or Mr. Todd. He looked a little surprised but agreed anyways. They were both thankful for the distraction of Mrs. Lovett. She came out of the shop carrying a tray of food, presumably for Mr. Todd.

"You lot not done yet? It's been nearly two hours," she exclaimed as she crossed over to them and placed the tray on a table.

"No ma'am, not yet," Toby said humbly fiddling with the scrub brush in his hands.

"Well you best hurry up. There will be no lunch for you until these tables are clean." She said this only to Toby. She didn't even glance at Alice.

"Pretty young lass that you are, better not be distracting Toby from his work," Mrs. Lovett said fiercely and gave Alice a stone cold stare. Alice refused to break eye contact with her as she said "No, Ma'am".

Mrs. Lovett walked back over to the tray of food and quickly primped her hair before picking it up. She walked up the stairs toward Mr. Todd's parlour as her false cheery voice floated down toward them.

"Mr. T, brought you some Lunch, dear."

Alice couldn't help but smirk at her wasted effort. How anyone could love such a bitter old hag was beyond her.

Review Please! I thrive off of them. This was basically a background information chapter. I promise the next chapter will be more exciting.