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They left the room of paintings and began to make their way back to the dining hall. As they passed the marble stairway, Billy stopped and looked up. He could hear footsteps coming down the stairs. But no one was there. The footsteps came closer.

"What is it?" asked Matilda.

"I don't..."369Before Billy could finish his sentence a feathered blue snake's head appeared in midair. It swayed toward Billy, bringing its long scaly body behind it.

Matilda screamed and leaped away.

"Sorry," said a voice.

"Charlie?" Billy gaped at the snake that was lying several feet above the stairs.

"Yes, it's me," said Charlie. "I got Solomon to make me invisible. He was invisible too, but I suppose he was so pleased to see you, he forgot himself. I'll put him down."

The boa rocked gently to the floor where it curled itself into a neat bundle. "Hello, Billy,"

it hissed.

"Hi!" Billy replied in a puzzled tone. "Good to see you, Solomon." He tried to focus on the space above the boa, where he imagined Charlie's face to be. "I thought you'd come sooner. What kept you so long, Charlie?"

"You've no idea," sighed Charlie. "I tried, tried, and tried. And then they took the painting away. It's a long story, but here I am, so are you ready?"370Billy gazed into space. "I..."

Rembrandt poked his head out of Billy's golden pouch and politely asked after the boa's health.

"I'm doing well," hissed the snake. "How about you?"

"Could be better," squeaked the rat.

Billy put his hands over his ears. "I can't think with all that chattering going on."

"Billy's not going back with you," said Matilda, coming to Billy's side.

"Of course he is," said Charlie, rather taken aback by the appearance of a pretty girl all in yellow. "Who are you, anyway?"

"She's my friend, Charlie, and she's right. I'm sorry, but I'm staying here." Billy began to walk down the hallway of heads and furs with Matilda several paces behind him.

"You have to come," Charlie called.

Matilda looked over her shoulder. "Shhh!" She put a finger to her lips. "Come with us.

It's not safe here."

Charlie became aware of the animal heads371hanging in the hallway. He was reluctant to walk beneath them, but felt he had little choice. Lifting the boa onto his shoulders, he followed the two retreating figures. He caught up with them seconds later in a forest of extraordinary trees.

"Where are we?" Charlie whispered.

"We're in a forest in the enchanter's palace," Billy told him. "He made the trees and animals especially for me."

"Lucky you." Charlie let the boa slither to his feet. "It's odd, when I came here before, I arrived outside a giant's tower."

"Perhaps you naturally gravitate toward your ancestor," Matilda said in a solemn voice.

"What?" Charlie regarded the girl who, all at once, looked infinitely wise. He turned to Billy. "You can't stay here, Billy. You don't belong."

"I don't belong in your city," said Billy. "I haven't got a home there. It's nice here. The food is good and everything is beautiful and" - he looked at Matilda - "I've got a friend."372"But I've come all this way," said Charlie, shocked by Billy's words. "You know you can stay with me any time you want."

Matilda took Billy's hand. "So you'd best go home, Charlie Bone, and take your snake because..." She stared at a tree. "Oh dear! Here he comes."

The next moment, Edgar came walking out from behind a tree. "I heard a scream," he said.

Matilda let go of Billy's hand and pointed at the blue boa. "The enchanter has made such an excellent snake, we thought it was real."

The boa waved its head and hissed.

Edgar stepped back. "Stupid girl," he said. "Snakes don't have feathers. You are late for dinner again. Come immediately."

Charlie watched them go. They didn't even turn in his direction. The boa made no attempt to follow Billy. He seemed to know it was his place to stay with Charlie. Or maybe it was Claerwen's influence. The big snake had curled himself into an invisible coil.373Claerwen had emerged from Charlie's pocket and was now fluttering among the high branches, as though investigating the artificial forest. Charlie sat on the ground and put his head in his hands. He had been totally unprepared for Billy's rejection. Billy had been spellbound, he decided. But how he was to break the spell, Charlie had no idea.

"Help me, Claerwen," said Charlie. "Helpu fi."

She came and settled on his arm, but although she gave him comfort, she couldn't provide an answer.

In the distance, Charlie could see animals moving through the trees. "They're not real, are they?" he murmured to Claerwen. None of the animals came near him.

"I'll wait until they've gone to bed," Charlie told himself. "I'll find where Billy's sleeping, and maybe if he's alone, I can make him come with me."

An unreal moon was already beaming down into the forest. Charlie wondered if he would be able to tell when night fell in this palace of false light. I374wouldn't want to live here, he thought as he stretched himself on the ground. He rested his head on the boa's smooth coils, and before he knew it, he had fallen asleep.

Charlie woke up with a start. A girl in a long white robe was standing in the trees. She held a burning candle in a metal saucer.

"Are you there, Charlie Bone?" the girl asked in a whisper.

Charlie sat up. "I'm here. Where's Billy?"

"He didn't want to leave his room. I've come with a message." Matilda ventured a little closer to Charlie. "Billy won't come back with you, Charlie. I'm sorry that you've come all this way, through the years, and not without danger to yourself, I'm sure. But there is someone you might want to see before you return."

Charlie rubbed his eyes and got to his feet. "You mean my ancestor, the giant. Perhaps you can tell me how I can reach his tower, because I know it's miles away."

"Not miles away, Charlie. He is here."375"Here?" Charlie remembered Matilda's words.

"Is that what your meant about gravitating toward my ancestor?"

"Of course." She gave him a wise smile.

"Where is he?" asked Charlie.

"In the dungeon. I will show you the entrance, but I dare not come with you." She looked at her candle. "I could give you a light, but it would be seen."

"I don't need a light," said Charlie.

"Come with me, then."

Charlie followed Matilda's flickering candle along the silent halls. It must be the dead of night, he thought, for the rush lights had died and the false stars had lost their shine. He supposed that even enchanters needed their sleep.

The halls became darker. The walls were now rock and stone, the ground a path of rubble. A deep, melancholy voice echoed down the passages, and as they hastened ever deeper, Charlie could make out the word "Amoret!"

375376"My ancestor," Charlie whispered.

"I can hear it now," said Matilda. "At first only Billy could hear the giant's voice. We are getting nearer."

They came to a half circle of rusty iron railings, and lifting her candle, Matilda said,

"Down there!"

Charlie saw a stairway of rocky steps, twisting down into the darkness.

"I wish you well, Charlie Bone," Matilda whispered.

"Thank you." Charlie hoped they would meet again. She was just about the most beautiful girl he had ever seen. Who was she? Did she have a place in the long tangle of the Red King's descendants?

"Make haste!" Matilda looked at the ceiling where a star was beginning to flicker into life. "The enchanter is waking up."

"Good-bye, Matilda!" Charlie touched her hand and she stared at it in wonder.

"Good-bye, Charlie Bone!"

Charlie put his foot onto the first step and began to descend. It was the steepest, blackest set of steps377he had ever come across and he was glad of Claerwen's bright light. He worried that his loud stumbling would wake the guard who must surely be watching the giant's cell.

At the bottom of the steps, a sharp turn brought Charlie into a narrow space where a figure sat slumped beside a table. A pile of candles lay on the table and one flickered in a brass candlestick. But it was Claerwen's light that showed Charlie the heavily barred cell beyond the guard and the giant's gaunt face peering out of it.