"I was thinking, Peter," said Thud Butt when a little time had passed. His round face lifted and his dark eyes gleamed. "When you were like us, there was a Lost Boy named Tootles. Do you remember Tootles?"

Peter nodded wordlessly.

Thud Butt reached up and removed a bag from around his neck. "Hold out your hands, Peter."

Peter did, and Thud Butt emptied the contents of the bag into his cupped palms. Peter stared down. He was holding a handful of marbles.

"These are his happy thoughts," said Thud Butt solemnly. "He lost them a long time ago. I kept them, but they don't work for me." He smiled. "Maybe they'll work for you."

The smile was sad and hopeful all at once. He handed Peter the bag. Peter dumped the marbles back into it, tucked it inside his shirt, and reached over to give Thud Butt a hug.

Thud Butt hugged him back, saying, "My happy thought is my mum, Peter. I can't remember her, though. Do you remember your mum?"

Peter broke away gently and shook his head no.

Thud Butt started to speak, but Peter silenced him with a finger to his lips. "Wait. Listen."

Maggie's lullaby wafted on the night air, rising up like the scent of flowers carried on the wind.

Thud Butt's chubby face beamed in the moonlight. "It sounds like Wendy, Peter," he said softly. "She was our mother once." He paused and glanced over hesitantly. "Do you think she's ever coming back?"

In the pirate prison of the Lost Boys, everyone was drifting off to sleep. Maggie sang more softly now, lower, watching eyes close and heads nod and breathing slow to a whisper. She finished the lullaby but continued to hum the tune, staring off into the darkened corners, thinking of home.

A slight rustle at the barred window caused her to shift her gaze. There sat Captain Hook, cross-legged before the sill, eyes glittering in the moonlight, angular face lowered into shadow, the silhouette of his wig and tricorne unmistakable against the brightened sky.

Maggie quit humming, hesitated a second, then gently moved the heads nestled in her lap. She rose and crossed to stand before him. Hook's eyes had a distant, dreamy look, and his hands were clasped childlike before him.

"Who puts you to sleep, Captain Hook?" Maggie asked quietly.

Hook's smile curled like the ends of his mustaches. "Child, I alone hold the pirates of Neverland together. No one puts Captain James Hook to sleep. I put myself to sleep."

Maggie's clear blue eyes fixed him. "Well, then, that's why you're so sad. You have no mother."

Hook seemed taken aback. For a moment it appeared he was about to protest, that he was about to deny the fact, that somewhere in the dim recesses of his memory lay the fragments of a time when Maggie's assertion had not been true.

But then he just shrugged. "No. I'm sad because I have no war."

Maggie shook her head slowly. "All day long, giving orders, being in charge, making people do things. No one takes care of you. A mother would take care of you. You need a mother very badly. Very, very badly."

Hook stared at her, his face thoughtful. His eyes wandered to the children she had sung to sleep, and for just an instant his face softened.

Then the iron crept back and the softness disappeared. He rose wordlessly and stalked away.

The Tick Tock Museum

Tick. Tick. Tick. Tick.

The sound was pervasive, insistent, and terrifying. Even in his sleep, Hook could not escape it. It followed after him relentlessly. It invaded his dreams, a ghost out of his past wearing a face that was all too familiar.

Tick. Tick. Tick. Tick.

The crocodile slithered from the depths of Davy Jones's locker, crawling from the netherworld to which Hook had dispatched it, seeking its revenge in the form of a further taste, of a bigger bite. His hand had not been enough to satisfy it. His hand had only given it a craving for more of him. Up the side of the Jolly Roger the crocodile crawled, jaws opening and closing eagerly, eyes bright. Hook tried to run from it, of course. He tried to flee. But he found that he couldn't move. His boots were nailed to the deck. When he tried to escape them, he found that his socks were glued inside. Wrenching and groaning in terror, he fought to break free, prepared to rip the skin from the soles of his feet if need be.

Laughter assailed him in his misery. Nearby stood Peter Pan, head thrown back in merriment, a hammer and nails in one hand, a pot of glue in the other.

Tick. Tick. Tick. Tick.

Hook lay curled in a ball in his bed, his blankets hauled up about his chin, the side of his face twitching in time to the ticking sound so that his mustaches and eyebrows jumped like the inner workings of the clock that pursued him.

Tick. Tick. Tick. Tick.

Finally he awoke, and a bloodshot eye flicked open abruptly, one brow still twitching above, one mustache below. The eye stared wildly at nothing, mirroring both terror and rage. Hook flung off his covers and leaped from his bed, nightshirt billowing about him like sailcloth. His claw gleamed wickedly in the early-morning light as he glanced about frantically, trying to locate the hideous sound. He looked right and left. He looked high and low. He rose on tiptoes to scan the top of the bureau. He dropped to his knees and peered under the bed. He rushed to the latticed windows aft and peered down to the waterline and up to the railing.

Nothing!

Flushed with anger, his eyes gone to slits, he charged through the cabin door and out onto the quarterdeck.

Tick. Tick. Tick. Tick.

He wheeled about, following the sound up the side stairs to the aft deck and Long Tom, his entire body twitching rhythmically now.

It couldn't be back, could it? Not after he'd finally done it in? Not after he'd stuffed and mounted it in the square?

Hook's eyes scanned the empty deck wildly, then settled at last on the hammock where Jack Banning lay asleep.

Slowly, cautiously, Hook approached, hearing the ticking grow louder with every step. He stopped when he reached the boy, shaking as if he were caught naked in a blizzard. His claw stretched out in tiny jerks, closer to the boy, closer, and then deep into his pocket.

When it reappeared, the pocket watch Peter Banning had given to his son was snagged on its tip.

Tick. Tick. Tick. Tick.

The steady, monotonous, horrid sound built inside Hook's head. The second hand jerked and stopped, jerked and stopped. Hook held the watch up between his finger and thumb, regarding it as he might a poisonous snake. His entire body was shaking and his eyes had gone as red as fire. Hook's face changed from something merely frightening to something hideous. He moved forward as if in a trance, and his shadow fell over the sleeping Jack. Slowly, deliberately, he raised the hook.

In that instant Jack awoke. His eyes opened, still heavy with sleep, and through the yawn that squinched his eyes almost shut, he saw the terrible, menacing form that towered over him. His eyes snapped open, caught sight of Hook's face and claw, and went shut again instantly. Cowering beneath his covers, he cringed, expecting…

"No, Cap'n! Keep yer powder dry, sir!" Smee's hand deftly closed over the watch, muffling the ticking sound to near silence. "Cap'n," he pleaded hurriedly, "the lit'le imp di'n know any better."

Hook's eyes shifted abruptly and settled on his bosun, causing the other to shrink back in spite of himself. Then the madness faded, and the anger died away. Hook straightened, nodding. His smile was gruesome.

"Yes, Smee, quite right. Penalize our guest for the accidental importation of contraband? Bad form!"

The smile wavered through gritted teeth as he extracted the watch from Smee's uncertain hand. "Only one place for this, Jack, lad," he announced to the boy, whose eyes were still as big as saucers. "To the museum at once!"