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Billy opened his mouth, and closed it uselessly.

"Enter." The count stood back and made a mocking bow. "Welcome to my palace."

Billy stood frozen to the ground. Beyond the289count he could see a long hallway carpeted with furs. Rush lights flared from the black marble walls, and worst of all, to Billy, the ceiling was hung with the heads of many animals, their glassy eyes still reflecting the terror of their capture.

"What ails you, boy? Come." Count Harken seized Billy by the arm and dragged him inside. The iron door closed silently behind him.

"Follow," commanded the count.

Billy had no choice. Stepping as lightly as he could over the soft pelts of bears and tigers, he followed his host down the long, death-filled hallway, half-closing his eyes so that he could not see the distant heads that he was walking beneath. And it was then that Rembrandt chose to speak.

"Billy, where are we? What's up?" the rat squeaked.

The count whirled around. "What is that?"

Billy had completely forgotten that Rembrandt was sleeping deep in his pajama pocket.

Without thinking, he answered, "My rat, sir."290"What is that?" the count demanded.

"I told you, sir, my rat," said Billy.

"WHAT IS THAT?" bellowed the count.

It dawned on Billy that the count did not actually know what a rat was, or had somehow forgotten. He gently lifted Rembrandt from his pocket and held him out.

"Oops!" squeaked Rembrandt. "This is bad news, Billy."

"I had forgotten about rats," grunted the count. "We do not have rats here. My soldiers ate every one of them, long, long ago. Give it to me."

"No." Billy clasped Rembrandt to his chest. "I can't. I can't live without Rembrandt. I won't!"

The count looked surprised. "You have spirit, boy. Very well, you can keep the odd-named thing, if it suits you. It spoke. Don't deny it. I know you understand its language.

What did it say?"

Billy wondered if the question was a trick. Perhaps the count could speak the language of animals. Billy291decided to chance a lie. "He said we are in a fine place, sir."

The count eyed Billy quizzically. "Did it say that? Hmmm. I shall have to trust you - for now." He turned and strode on, his long pointed shoes gliding softly over the thick furs.

And Billy followed, feeling almost guilty that such a carpet should be so warm and comforting to his bare toes.

It took considerable time to reach the end of the hallway, but at last they were there and another iron door slid back soundlessly to reveal a vast chamber. Suspended from the roof by iron chains were three circles, set one upon the other at intervals of twelve inches or so. The smallest was at the top, the widest at the bottom. At least fifty candles had been set into each circle, and every one burned with a fierce white flame. Billy was so taken with this amazing chandelier, it took him several seconds to notice the three figures, seated before a huge fire, at one end of the chamber.292"My family!" the count announced. He dragged Billy forward. "And this is it!"

"The boy!" cried a girl, leaping up from a mound of cushions. "You have brought it." As if Billy were a thing.

She came bounding toward Billy, over a sea of rugs, a small, bright-faced girl with black curls and round brown eyes. She wore a long yellow dress, patterned with golden flowers, and her wide smile immediately put Billy at ease. When she saw Rembrandt, however, she stopped abruptly and, pointing at the rat, cried, "What is that?"

"A rat, child," the count told her, "from your grandmother's land. It won't harm you. The boy holds it fast in his power." He turned to Billy. "Matilda is my granddaughter. Over there" - he pointed to the fireplace - "you see my grandson, Edgar, and my wife, Lilith."

Billy nodded wordlessly. The boy, in a dark green jacket and britches, did not look up from the book on his lap. The woman, however, turned to stare at293Billy from the large chair where she reclined. Her head rested on the chair's tall carved back, her hands lay on the thick wooden arms. When Billy met her black-eyed gaze, he felt a chill run through him, and Rembrandt whispered, "This is a mistake."

"It made a noise," cried Matilda. "Your rat, sir."

"I am not a sir," Billy said quietly. "I am just Billy."

At this, the boy looked up. He was older than his

sister by at least four years, and he was not a bit like

her. His blond hair was neatly cut, and his eyes a

startling green.

Matilda came up to Billy, still watching Rembrandt anxiously, but Billy hastily slipped the black rat into his pocket, and this brought the smile back into her face. "I like your mask, sir, but it is glass, and I can see right through it." She touched the arm of Billy's glasses. "It is something from the future, maybe." "Urn - yes," said Billy.

"Oh, and your eyes are the color of berries," she went on. "How lovely. And your dress too is most interesting. But you have no shoes."294"I didn't have time to put them on,"

said Billy, glancing at the count.

"Our grandfather told us that he would bring a boy from the future for our amusement."

Matilda gently drew Billy toward the great marble fireplace. "And he said it would be our duty to care for you. Isn't that right, my lord?"

"Make sure he is ready to dine." The count threw these words at Matilda as he walked back to the iron door, which obediently opened for him and closed after he had gone.

Billy stood before the roaring fire. On his right, Edgar had returned to his book; on his left, Lilith continued to stare at him. Billy felt intensely uncomfortable. Her gaze was so hostile all attempts at conversation drained away from him. Luckily, Matilda was a chatterer.

"I shall take you to the room we have prepared for you," she said. "I think you'll like it, Billy. And there are new clothes for you - and even shoes. And you shall have a servant, of course, to..."295"I think I should be getting back now," Billy said.

Matilda looked baffled. "Back where?" she asked.

"Back to my home." Billy found he was trembling. "I don't belong here. I want to go.

Why can't I go home?" He turned to the stony-faced Lilith. "Why am I here?"

"You don't have a home," said the woman.

For a moment Billy was too shocked to speak, and then he said, "I do, I do. I live with Charlie Bone."

"That's a lie," she said. "They house you out of pity. But they do not want you."

At these words a numbing coldness settled on Billy. He barely felt Matilda's touch on his arm but followed her blindly over to the door, which slid open before they had even reached it.

Matilda led Billy a few feet down the hallway of furs, and then turned and climbed a narrow marble stairway. At the top there was a long hallway where a single rush light burned at the far end. Matilda walked toward the light and stopped before a door296that had a real latch. She lifted the latch and Billy followed her into the room that was to be his - but for how long? He dared not think.

It wasn't so bad. A fire burned in an iron grate and the walls were a soft-green-colored marble. The bed was a high four-poster, hung with ivory-colored curtains. There was a fur rug, a chair, and a large oak chest. A set of clothes lay on the bed: a blue velvet jacket, braided in gold at the collar and cuffs, and blue and gold pants. The shoes had been placed at the foot of the bed. They had long pointed toes and gold decorations.

"The enchanter says we are very fortunate." Matilda lifted the blue jacket. "In other lands they have rough clothing; boys have to wear coarse woolen stockings and scratchy tunics.

Here, in Badlock, we are very advanced."

"Really?" Billy walked over to the fire and held his hands before its blaze. The chill that had descended on him wouldn't lift. He had no home but this.

Matilda hitched herself up onto the bed and297swung her legs. "You can be happy here, Billy, can't you? I am so lonely sometimes. Edgar will never be a friend, so I have none."

She paused. "And I am afraid of the enchanter and his wife."