Audrey stared up at the castle in front of her. She stood a few steps away from the door, her eyes taking in every bit of it. It was one thing to walk around here protesting of what the inhabitants were doing, but an entirely different thing to actually look at it. Examining every board of wood and worn out stone, she read the structure as one might read a book. Big, gloomy, and imposing, it was Once-ler Castle. Audrey knew the story behind it as well as anyone else.

There was a young man trying to get a new life of his own, but after things went right, things went wrong. He started harming the world around him just to make himself more important, and he ended up exhausting the very resources that brought him his fame. Everyone he had considered a friend left him behind, and absolutely no one had seen him since that had happened, around three years ago.

Audrey had been one of the more dedicated people who protested the thneed, that miraculous invention that could do almost anything. It wasn't that she didn't like thneeds, she'd just like them more if they didn't involve turning the beautiful kingdom of Green-ville into a smog filled, nature free wasteland. Stumps were everywhere, and most of the wildlife had to leave, simply because of the fact that there was nowhere fit for them to live. The air was so badly polluted that one man had actually been able to start selling air, and there was talk of crowning him the official king. The idea was silly to Audrey, making someone royalty just because they offered an amazing product, but Audrey knew the people of Green-ville had did it once before, and they'll probably do it again.

Breaking out of her gaze on the building, Audrey's eyes drifted to the massive double doors. She had always been curious about what was in the abandoned castle, but had never dared went there for fear of someone catching her where she shouldn't be. But she had overheard a conversation about how O'Hare, the air salesman, was planning on locking up this place, making it to where no one could get in. She wasn't quite sure why, but she would not let the only chance to see inside the castle slip away.

Taking a deep breath, she slowly walked forward, and quietly slipped into the castle, shutting the door behind her. To her surprise, the castle was well lit, mostly due to the numerous windows. She was in a large foyer, with several hall ways facing her and branching off in different directions, and a set of stairs leading to even more hallways. She took the one nearest to her.

There seemed to be an endless amount of rooms in the castle. Audrey explored numerous bedrooms, parlors, and dining halls, each extravagantly furnished, but all of them covered in a thin layer of dust. The rooms housed some of the most beautiful things Audrey had ever seen. She had been raised with a simple life, nothing like how it must have been living here.

She continued her wanderings, preferring to stay in the rooms that were well lit by the sunlight. She avoided the darker ones where the windows were boarded up, the dark had always scared her a little. Almost everything in the castle she saw was spectacular in some way, and it was a truly remarkable place. As she looked around, she wondered about the former master of this place. Despite being a protester, she had never seen him, only the cartoon versions of himself on billboards. She didn't even know his name. She knew it was probably Once-ler, indicated by his castle name, but she didn't know if that was his first or last name. Whenever she talked about him, she called him Greed-ler, just as the rest of the town did.

Just as Audrey was about to turn around and go home, she heard a very faint pounding. It was rhythmic, but faint. She walked back in the direction of the foyer, and as she grew closer she noticed it was the sound of pounding hammers. She broke into a sprint and tried to reach the doors, but she couldn't remember the exact way she came. She gotten herself lost several times before managing to get to the foyer. It was pitch black.

She stumbled through the darkness and ran her hand against the wall, trying to feel for the door. She found it, but when she pushed, then pulled, it wouldn't budge. After trying for several minutes, she gave up, and checked where she had seen a window earlier. Instead of feeling glass, she felt cool metal. Pushing on that did nothing either, and when she pounded on it, it was obvious from the noise that it was very thick.

Audrey turned and leaned against the wall, trying to stop tears from coming. The sunlight that was supposed to be filling the hallways she had just come down wasn't there, just the darkness. Audrey knew that if O'Hare wanted this place boarded up, he would cover every inch of it. The doors and windows were probably all sealed up, and even if she had any kind of told with her there was no way she'd make it through the thick stone walls.

Audrey sighed, and accepted a simple truth. She, for the time being, was stuck here.

A/N: This chapter wasn't much, just setting up the story and a quick review of what happened before the story. I've never wrote about Audrey before, hopefully I can keep her in character. Next chapter we should be seeing Once-ler, and things will start acting like an interesting story should. It's going to be a version of Beauty and the Beast, so it's obviously an AU. But it's not going to be exactly like BATB, I will have my own spin on it.

Reviews are appreciated!