Thanks im very tired for beta-ing! I got 'Alice: Madness Returns' for my birthday and listening to the poem I suddenly had the idea of writing this. If anyone hasn't seen either Doctor Who or American McGee's Alice – well, I'm hoping you do, but you never know – I'll try to include the back stories of the characters. Enjoy!


The sandman's coming in his train of cars
With moonbeam windows and wheels of stars,
So hush little ones, and have no fear
The man in the moon is the engineer.

It wasn't that Alice had expected everything to return to the exact same state as before. The manifestation of Londerland had proved that, but the combination of her beloved Wonderland – now restored to its former glory – and dreary old London did not bother her; it only expanded the empire she now lived and revelled in, from the Vale of Tears right down to the Deluded Depths. It was beautiful now, and she rejoiced in it – save one part.

No, Alice hadn't expected everything to return to the exact same state as before. But she'd never thought that her Hatter wouldn't come back.

Throughout the restoration of the various domains that made up Wonderland from the tyranny of the Dollmaker, she'd waited expectantly for signs of change within Hatter's Domain. As the days went on, she began to suspect something was wrong. Surely he would be back by now? He'd come back after the defeat of the Queen of Hearts after all, he had to come back this time. But the city in the sky remained silent, the clocks on the side of its damaged, dusty, teapot-shaped buildings stopped seemingly forever. The Mad Hatter was gone, and nothing could bring him back.

After that terrible realisation, Alice found herself drifting from place to place, refusing to acknowledge the existence of the empty shell of the once pulsing domain. She felt closer to madness than she ever had in her whole life: the death of her family in the fire, and the death of one of her oldest friends, had pushed her to the limits. Sometimes she blamed Bumby, the doctor who had killed everything she held dear and thereby shattered her life irreparably; other times she blamed herself, for letting the bastard do it. But even more often she wished that he would just come back. That was what she'd thought had finally happened when she saw the stars falling from the sky. It had been none of her doing; they rained like diamonds from upon high, leaving trails of light behind them. One by one they'd gone out – all but one, which had sliced across the night and disappeared into the hulking mass of the Hatter's domain. There had been no signs of collision, but Alice knew that something – someone – had come to Wonderland.

Because a few heartbeats after the light had gone, the clocks began to tick again. And oh, she should've at least suspected something other than the Hatter might've fallen from the sky, but sometimes better illusions are more seductive than reality.

She stood on the brink of the abyss, waiting for him to appear, waiting to welcome him back and begin again where they had left off. But it never happened, and every day the relief at 'his' strange manner of return flickered and faded a little bit more, replaced by what she dismissed as paranoid uncertainty: was the domain cast in a little more shadow, and why did the place remain in ruin? And – this thought occurred to her constantly, only to be just as consistently rebuffed – was it even the Mad Hatter, or was it someone else?

It was when she was finally verging on the point of reason that Cheshire finally stepped in. He had materialised almost every day to sit patiently beside her, a silent companion, trying to ignore the unease that rippled through him in unpleasant waves whenever he looked into the growing gloom. On that day, enough was enough: he materialised slowly, deliberately, as though wanting to think over what he was going to say to the motionless girl that he'd known for so long and yet suddenly felt he knew nothing about. He stretched his emaciated form and chose his words carefully.

"Times have started, and yet you choose to remain in the past."

"He's not just 'the past', Cat." Alice replied absentmindedly, the wind pushing her thick dark hair away from her face.

"Don't allow yourself to be deceived Alice," Cheshire scolded. "Wonderland is sensitive to change, as you well know. Darkness, once spawned, will grow and grow unless stabbed in the heart."

She turned on him, eyes ablaze with green fire. "Don't you dare – "

"Dare what? Dares are for children, and you are no child so please don't insult me by thinking like one. The Mad Hatter has not returned and unless your sanity returns from its temporary leave all the rest of us are doomed with him."

Alice threw up her hands hopelessly. "Well what exactly am I meant to do about it, Cat?"

He regarded her coolly. "Don't be impertinent girl, it's not like you've never done this before – confront your enemy and don't delay yourself any longer." She nodded stiffly and groped at her side, apparently thinking that her vorpal sword would have materialised. Cheshire's grin widened. "I believe weapons are not needed this time round." With that he dematerialised.

"Blasted Cat," Alice growled. "I wish for once he'd give me some advice, instead of leaving me with yet more questions." Nevertheless she stepped forward to the platform and blew the horn to summon the cable car that would transport her to the domain; the subsequent vibrations shook dust from the buildings and seemed to nearly knock the buildings from the sky. The car – though tarnished and warped – rattled down the chain, and set off again nearly as soon as she had set foot inside. Bracing herself for an imminent and rather ungracious collision with a wall – being the arrival she had experienced last time she had visited – she was surprised to find herself simply passing through a newly-made hole, jagged and uneven at the edges.

Didn't expect that, did you?

Smoothing down her blue dress, Alice ignored the voice at the back of her head. ~Honestly, she thought, the thoughts you have at the most inopportune moments.~

I'm not just a thought, and don't ignore me – I don't like being ignored.

Alice froze as the door of the cable car creaked slowly open. ~My God, I've gone mad again.~

An insane cackle rebounded through her mind. Mad? You're not mad – as for me, I'm positively CRAZY.

Alice stepped out into the darkness and squinted, trying to see through the gloom. "If you're trying to scare me it's not going to work; I've had more than my fair share of scares in my lifetime, and a few mind games aren't going to have any effect on me."

There's no point in talking into thin air, I'm using telepathy – or are you more stupid than I've heard? She bristled, and heard the man's chuckle. There's no point in getting so het up about nothing.

~You're invading wonderland – that's certainly not 'nothing' so I think I have the right to be 'het up'~

Humans, always so…fussy…why don't you come up here and we can talk about it before I begin my total domination?

~Over my dead body you will…~ There was no reply. Warily, Alice began her ascent to the roof. As she picked her way through the ruins, Alice reflected with sadness on how empty the place was: shells of Eyepots littered the corridors; the Doormouse and Hare were no longer residents; even the Madcaps, the old home guard who had fiercely fought for their lord and master for so long, had departed and moved on to territories new. It seemed a tragic (perhaps even wrong) ending: a thriving domain left to disintegrate alone without a master. In time she found herself on the roof; the massive hole in the middle reminded her of when she had helped Hatter to (quite literally) pull himself together, and in return he had helped her find the source of the destruction of Wonderland: the Infernal Train. Although, she reflected with a smile, they had rather trashed the place in the process.


The noise snapped Alice out of her reverie. Scanning her surroundings, she could just make out a hunched figure on the far side of the shattered roof, a dark shape against the gloom. The indistinct noise stopped abruptly as its head whipped round and stared across the void towards Alice. She could sense the malevolence in that gaze and she shivered against her own will. A low chuckle echoed across the empty space.

"Scared Alice?"

Alice pulled herself together and narrowed her eyes. "I've been through more than you can possibly imagine; don't flatter yourself into thinking that I'm scared of you."

The thing laughed again. "Oh, but I love people scared – in fact, I rather prefer it to obnoxious little apes like you."

"Your preference doesn't signify." Your preference doesn't signify, girl… The voice slid through her mind like oil as her own words jogged her memory; they seemed to rebound off the very buildings around her and she shuddered as she remembered how close she'd come to oblivion: a movement that her companion did not miss.

"Ah," It sighed in mock sympathy. "Such tragic times…"

"And I suppose you've had worse?" Alice retorted sharply. There was a beat of silence and then the shape slowly levered itself from the ground and slowly circled the abyss towards her, maintaining eye contact as it came. Alice braced herself for some sort of nightmarish image but when it came into view she was surprised to see that it was a man, only a little taller than herself, with a shock of white-blond hair. As he came closer more details became apparent: stubble prickled across his jaw line and his fingernails were jagged and dirty, tapping out that one drumbeat across his thigh. He closed the distance between them until they were just a few inches apart; clearly a tactic to intimidate, but not one that worked on Alice. The pair squared up to each other and waited anticipatorily for the other to break the silence.

"You humans are so arrogant," His cimmerian eyes flashed as he spoke. "Always assuming that your problems are worse than anyone else's."

"That sounds a little hypocritical; are you assuming that your pains are worse than mine?"

"I'm not assuming – I know."

Alice smiled a little as he scowled. "To be honest, I don't particularly want to know. However, I would like to know who I'm up against."

He returned her smirk with a smile so wolfish and sudden that she suddenly felt a little nervous. "I'm the Master, and I eat people like you. Literally." Calmly, Alice turned her back on him and sat on the brink of the jagged hole, letting her legs dangle into space. He spluttered with laughter. "Are you serious? Really Alice, I thought you were smarter than this." He took a step towards her turned back.

"Didn't you listen to me? I'm not scared of you, and your egocentric name isn't helping you out in the slightest. It only makes you seem more pitiful." She heard a growl rise in his chest and her smirk grew wider. Like a Cheshire cat.

"I don't need your pity." He snarled, the last word spat out of his mouth like a blasphemy. She shrugged and gently swung her legs back and forth like a pendulum, tipping her head back to gaze at the golden stars above.

"Then clearly your pains aren't as important as you made out. My memories were shattered and now they're barely fixed."

"Yes, yes, I know," The Master said impatiently. "Your parents died, your mind was left in ruins, et cetra, et cetra."

Fury blazed within her like a flame. "Don't mock me Master, I'm very much on edge." Purrfect; when you're not on edge, you're taking up too much space. She instinctively glanced round for the Cheshire cat, but of course he was elsewhere.

"I can see that," The Master said dryly. "In both senses of the term." She heard steps behind her and braced herself for the hard push and the long fall, but instead he sat beside her and stared up at the sky in the exact same way she had a few moments earlier. She returned her gaze to the heavens and pondered on the turn of events. Funny, she couldn't recall any of her other fights going like this…she racked her brains but couldn't think of a rational explanation for what was happening. They sat in silence, the clocks filling the stillness.

"My race is dead." The four words were so out of place after so long a quiet that Alice nearly jumped out of her skin. She looked at the Master curiously. He noticed and a smile coiled across his lips. "I'm not human if that's what you're wondering."


"I'm a Time Lord."

"Oh." Alice blinked; dammit, whenever she thought she had control of the situation he threw something new at her. This was mad, this whole situation was stark raving bonkers, and she knew about madness. "But you look human."

He rolled his eyes. "Different biology, idiot. Two hearts, not one."


"Woman of few words, aren't you?" She ignored his sarcasm. Stretching out a hand, Alice spread her fingers across his chest and the Master's smug grin widened. "Then again, actions speak louder than words, don't they?"

"Shut up, you bastard." She murmured, closing her eyes to concentrate. She could feel the bony ladder of his ribs, the rise and fall of his chest, and the steady beat – she moved her hand sideways – no, beats, of his hearts. Finally convinced, Alice drew back to glare at the Master, who was still grinning. "You are truly a despicable man."

He winked. "That's not the worst that they've called me."

"I can believe that." Alice commented. "So, any particular reason you've decided to invade my Wonderland?"

The Master snorted. "Wonderland? What kind of a name is that."

Alice bristled. "It's the name of my home, not that it should matter to you."

"To be honest – and generally I'm not – I didn't actually know where I'd ended up. If anything I should be dead."

She raised her eyebrows. "My, what have you been up to?"

"This and that," He said absently; Alice noticed that his fingers were still tapping away at his side. "You know, taking over the world, saving my best enemy's life…too many things for your ape mind to comprehend."

"Why do you keep doing that?" Alice asked abruptly.

"What, insulting you? Don't worry; I insult the whole of your pathetic little race on a daily basis, not just you."

She pointed at his hand. "No, not that. That."

His expression darkened. "It's none of your business."

"You're the one invading – "

"I'm not invading anything." The Master snapped.

"But before in my head, you said – "

"I was winding you up, idiot."

Alice stared at him. This was the first time in their whole conversation that he'd started to lose it. "What's wrong? Are you mad?" The words were out of her mouth before she had time to think.

He let out a bark of laughter. "Mad? Of course I'm mad; I'm the Master, the king of the wasteland, with nothing but the drums, the constant, never-ending drums." He looked directly into her face and Alice flinched. "Can't you hear it? Over and over, onetwothreefour, onetwothreefour, the call to war that They. Started." The shouted words echoed across the space and Alice scrambled to her feet, reeling backwards away from this madman that had fallen from the sky in the place of another. A smile flickered across his lips and he stared up at the sky again. "No, of course you don't. It's only me. In my head."

A thought had struck Alice, stopped her in her tracks. This madman…in the place of another.

"You fell from the sky," She whispered. "In a train of shooting stars."

The Master snorted. "Shooting stars indeed…probably my Lord Rassilon and his companions burning up in the atmosphere." He frowned. "No, that can't be right…if that is true, then I should be dead."

Alice stared up at the twinkling balls of light, her heart pounding. "But you fell."

"Yes, I fell. And now I'm stuck in this dump, with you."

The sandman's coming in his train of cars, with moonbeam windows and wheels of stars…

Surely this couldn't be right? Bumby's twisted little poem hadn't sounded anything like a prophecy, but now…Alice focused on the small of the Master's back. "So how did you get here? Other than falling, I mean?"

"The Doctor," He answered bitterly. "As always."

"And he is…?"

"Like me." Alice waited for him to elaborate further but he didn't.

"Do you mean – ?"

"Yes, I mean he was a Time Lord, you stupid little…" He growled softly and pressed a hand to his forehead as if he was starting to get a migraine.

Alice paused, then tentatively rested a hand on his shoulder. "Does it always get like this?"

He turned his head to glower up at her. "Like what?"

"Your drums, do they always get this bad?"

He paused a second. "Yes…generally when I'm around your pathetic little race."

"And…with me?"

The Master cocked his head to one side. "Possibly not, if you stop asking me stupid questions."

No…this is crazy, this is madness, this is…

The man in the moon is the engineer…

…Meant to be? Alice shook her head to dislodge the idea, but it stuck in her mind. Of all the ideas she'd had, this was the most crazy, irresponsible and most of all stupid idea she'd ever had. And yet…she shot another look at the Master, who had turned back away from her. It somehow made sense: Wonderland was bereft of one brilliant madman, and it had sent another in his place. Of course, he wasn't the Hatter, but he was as mad as one, and for that reason alone Alice felt sure that her decision would be the right one. Almost as soon as Alice had this thought, there was a clatter in the darkness hear her. The Master's head snapped round, his whole form suddenly tense and alert. "What are you trying to do, Alice?" He said softly. "You know if it came to a fight I'd win." His hand inched into a pocket in his trousers, clearly about to pull a weapon.

Alice snorted and went in the direction of where the sound had come from. "I highly doubt it. Besides, I don't want to start a fight with you." Leaning down, she ran her hands across the floor until she felt a long, slim object under hands. On picking it up she realized that it was weighted with a teapot at one end; although smaller than she remembered, she knew instinctively what it was.

The Mad Hatter's staff.

Smiling a little, Alice turned to see the Master on his feet, pointing a small cylindrical object at her, every pore oozing danger and destruction. She liked that. "So what do you want?"

Alice walked slowly towards him. "I want to talk, and you should want to know my name; it's quite rude to give someone your name and not ask for one in return."

He pursed his lips, raised the strange device higher. "Fine. What's your name?"

"My name is Alice Liddell, and I wish to propose an alliance."

The Master stared at her in disbelief, then threw back his head and cackled with laughter. "Oh, that's a good one." He clapped his hands together and she got a good look at the contraption – gold and white and quite probably lethal. "Really, it is. But what I'd like to know is…why?"

Alice looked him steadily in the eye. "I know people like you; you only feel complete when you're in control of something; you're a power-hungry, insidious bastard. The last man I killed was like that."

He scoffed. "So what? If that's the kind of man I am – and I'm not ashamed of that, dear Alice, if your aim was to shame me – then why don't you kill me and have done with it?"

She clicked her tongue impatiently. "For God's sake, I'm not here to kill you. I'll admit that that was my first intention, but there's been a slight change of plan: I want you to rule this place."

"Are you trying to insult me? Rule over this?" He swept out his arm to indicate his immediate surroundings. "There's nothing here to rule over – just dust and cobwebs and rubble!"

"King of the Wasteland, you said."

"That wasn't a bloody title, idiot."

"Will you stop calling me 'idiot'? It's not my name and I'd prefer it if you used my real one, now that you know it."

"Fine then, Alice, but I don't see how your little scheme benefits me at all."

Alice looked away from him a moment, trying to collect herself. God, this man was frustrating! He also appeared to be fast; in the few moments that she'd looked away he'd sprang forward and that little contraption was now lodged under her chin. Dammit. Once again she made eye contact, and began to explain as calmly as she could.

"I had a friend once, who ruled over this place. He was brilliant, but he was also mad, and in the end the madness claimed him. One day he…went away, and never came back. When he left, the spirit of this place left with him. But with you, we could restore this place to what it was."

He raised an eyebrow. "Why me, exactly?"

"Everything in Wonderland happens for a reason: when the state of my mind shifted, so did Wonderland. When I lost a friend, a brilliant, insane friend, Wonderland gave me a new one."

He jammed the slim wand deeper into the soft flesh of her throat. "We are not friends."

"You said that we could get along just fine if I didn't ask annoying questions."

"And what are the chances of that happening?"

"I can give it a try." The Master gave her a long, hard look, then slowly withdrew the device and replaced in his pocket. Alice rubbed her throat. "Thank you."

"Don't thank me, ape." The Master's eyes flickered over the staff and then returned to Alice's face. "How did you kill him?"

"I pushed him under a train."

He let out a low whistle and smiled. "I approve."

"Am I supposed to be happy with that?"

"You could try." He shook his head. "I still think you're being an idiot; for all you know, I'm going to try to overthrow you and take over your precious Wonderland myself. Masterland has a ring to it, doesn't it?"

"That's as maybe, but once you take this staff your influence will extend to only here. You might find you like it, once you've fixed everything up."

He chewed this over for a bit, and then held out his hand. Alice looked down at the staff clutched in her hands and then back again.

"You accept?" She asked.

He nodded. "Let's give this a go."

Not allowing herself time to doubt or regret her choice, she handed over the staff. As soon as the Master's hands closed round the metal, Alice sensed some sort of energy crackling through the air in ripples, swirling the dust in little eddies; even as the Master tested the weight of the object in his palms, she could almost feel the Eyepots stirring, the Madcaps returning. She grinned.

"Welcome, Master."

He grinned back at her like a shark. "Thank you, Miss Liddell."

Some time later, he would tell her his history. A little before that, he would explain that his strange hooded top was a hoodie, and his close-fitting trousers were something called skinny jeans: clothing not from Alice's century. A little after that, he would tell her his real name and the bond between them would be sealed. In-between there would be arguments and tea parties and many other things that would take up their time – including his guided tour around his new domain and beyond.

But for now, the pair shook hands under a starlit sky, the clocks ticking around them, counting down to all of this and more.

High above them, unnoticed and chilling, Cheshire's smile formed amongst the stars.