Disclaimer: I do not own "Charlie and the Chocolate Factory" or anything related to said movie. They all belong to Warner Brothers, Tim Burton, the respective actors, John August, Brad Grey, Roald Dahl, and anyone else in any way associated with the making of this movie. Please don't sue me. I'm just a really twisted girl who loves a movie.

A/N: This is honestly one of the most random plot bunnies I've ever had, although I'm really rather happy about how it turned out. This is a one-shot, written because I NEEDED to get a fanfiction out for this movie and didn't want a long-time, WW/OC commitment. When a funky intro occurred to me, my mind forced me to choose between romance and angst… I chose angst. Angst in which Willy Wonka is dying from leukemia and has a conversation with Charlie about it.

Now, I strongly doubt Willy Wonka had leukemia in the movie. I strongly doubt he will ever get leukemia.But since when do plot bunnies listen to what we think:P (This is notmeant to offend or hurt anyone who has leukemia in the family. This was just whatcame to mind.)So yeah… here you all go. I think it turned out pretty good, actually. Tell me what you think about the writing style, personalities, etc. Critique encouraged! And most of all, enjoy!

-Special thanks to kiriehimuro for betaing-

Willy Wonka had never been what one would call a normal adult. In fact, he had never been what one would call either normal or an adult. It was almost as if he were a lanky, grown up-sized Peter Pan. Or that maybe, even in his starting-to-get-silver-hairs age, he was still trying to reclaim the youth he'd never been able to enjoy with that overbearing dentist of a father of his. Or maybe he was just plain creepy.

Either way, Willy Wonka was just… Willy Wonka.

And for what seemed the second time in his quasi-adult life, he was feeling terrible. But this time, he was not feeling emotionally terrible. He was not missing his family or his would-be heir; he had both now. He was not lonely. In fact, he was feeling rather content. The problem was… his physical state.

Willy Wonka was dying.

He'd known it for months, of course. He'd just been in a state of denial, just as he'd always been in a state of denial about the loneliness he'd only conquered a few months ago. That day the five children arrived, he'd still been in a state of denial over his condition. That was why, when asked why he'd chosen that particular time to seek out an heir, he'd only told young Charlie about the one silver hair he'd found. And in a way, he was telling the truth, because Willy Wonka would never have admitted to himself that there could be something really wrong with him. He had made a business of ignoring the signs, just as he had made a business of his chocolate.

When his abdomen didn't hurt, he was able to strut around as if there were nothing the matter. And that strange weight loss of his, well, he just wasn't eating enough, that was all. This also accounted for both his weakness and fatigue, and as for his frequently occurring bruises… Well, that elevator of his, it did toss him around quite a bit.

It was all easily explained away.

In his mind, he was perfectly fine But his mind and body had not always agreed, and this was to be one such time.

And then the pain had become more than just an occasional hassle and had become an almost omnipresent guest.

An Oompa Loompa had finally forced him to go to the doctor when, one day, he'd been so weak he'd been unable to so much as get out of bed to work on his soon-to-be-released Chirring, Chilling, Cherry White Chocolate Swirl Ice Cream flavored hard candy. Willy Wonka almost wished that he'd never listened.

And now, it was time to tell Charlie. It was time to tell the soon-to-be owner of the factory just how soon he truly would be the owner.

Earlier, with a warble and some normal English words, he'd ordered an Oompa Loompa to bring Charlie here, to his bedroom. He didn't feel like hunting for the boy himself, and he didn't feel like revealing his illness to anyone else at the moment. And if the boy happened to be with some of his family—as wonderful as they all were—Willy Wonka really didn't feel like pulling Charlie away from them himself. It didn't feel right. It felt downright yicky, and it almost made him shudder.

No; it was better that Charlie just came in, he told him the news, and then it was over. The others didn't have to know yet. Only his heir did, so that he would learn the inner workings of the factory more quickly.

Besides, it wasn't as if his bedroom didn't have a comforting atmosphere. For one, it was huge, and for another, most everything in the room was both edible and periodically replaced to retain a fresh scent and taste. This was apparent from the moment one entered. The very first things one would see were the purple walls and the king-sized bed, placed in the very middle of the room. Though the outer skin of his mattress wasn't edible but was in fact well-insulated plastic and vinyl, inside it, instead of water, was melted chocolate. This created a rather comfortable heated environment amongst his purple and orange blankets and pillow—also inedible. However, the cotton candy wool curtains and canopy that surrounded his bed were absolutely delicious, and the four curvaceous posts supporting them were in fact made of the same material as the everlasting gobstoppers and were each a rainbow of color.

Then there was the large, lacquered dark chocolate dresser inlaid with swirling and zigzagging white chocolate designs, placed against the wall at the head of the bed. Set atop this dresser was a large mirror, which, although not eatable in and of itself, was both equipped with an eatable milk chocolate frame and was sparkling clean. (Willy Wonka needed at least one or two Oompa Loompa maids, did he not?)

Then came the fine, gossamer threads of blue and violet ribbon candy that wove together to create the carpeting on the floor, then the smaller dresser (of the same make as the first) directly to the left of the door, and then the plush, dark red armchair in the corner between the two dressers. At first, this chair did not seem like food but was, in fact, nothing but very well processed cotton candy, chewing gum, and somewhat-hardened toffee.

And then, beyond the bed… One could barely make it out, but there, it seemed, were even zanier, delectable furniture treats and a closet.

And this initial observation didn't even take into account the various eccentricities that were scattered about the room, including gobstopper and gumball vending machines, twirling wire and licorice statuettes and decorations, gummi paintings, lollypop plants, and many other multi-colored trinkets that defied description.

And everything had been, of course, made in a special no-stick formula, 99 percent effective. Stains, however, did have a tendency to occur more often than Willy Wonka would have liked. This was why he took complete advantage of the closet at the far wall, in which his various wacky outfits could hang from completely inedible, plastic hangers.

There was a knock on the door, and Willy Wonka stood up instantly from his bed, leaving the black top hat he'd just been twirling on the covers. He fumbled with the pink hangings, wiped and wriggled his hands to get rid of the residue (darn 1), and with a grimace patted his black pants with his palms, getting rid of the remains. He'd have this suit washed sooner rather than later.

"Come in!" he called, finally ready with a great big grin plastered onto his face.

The door opened, and an Oompa Loompa in a purple jump suit came in followed by none other than Willy Wonka's protégé. "Charlie Bucket," the Oompa Loompa announced, bowing with its arms crossed over its chest. He then straightened up, made his arms perfectly straight, and brought them quickly to his sides. Willy Wonka returned the motions with a very slight bow and the Oompa Loompa left the room, leaving Charlie and Willy Wonka alone.

"You wanted to see me, Willy?" the boy asked. It had taken him a while, but finally he'd gotten out of the habit of calling Willy Wonka either "Mr. Wonka" or "sir."

Willy Wonka nodded and stepped forward, kneeling down in front of Charlie. His smile wavered in anticipation of what he was about to say. He took a deep breath, his startling blue eyes fixed on Charlie's gray ones, and he actually looked serious. "Well Charlie, there's no easy way to say this so I'm just going to say it. I'm dying." His eyes unfocused and seemed to stare off into the distance for a moment. There, he'd said it, and the words reverberated within him. He was really dying.

Charlie looked at him in shock and confusion. "What? No! You can't be. What are you talking about?"

"Oh, but I'm afraid that I am," Willy Wonka responded, snapping to attention, his manner and forefinger wagging akin to that of a teacher explaining something elementary to a student. "You see the doctor is quite certain."

"Doctor? You went to the doctor?" Charlie asked at once. "Without telling me? Without telling any of us?"

"Well I didn't want to worry you, silly boy," Willy Wonka replied, that fake sort of smile once again on his face. But this was a smile that, though obviously false, probably seemed very real to Willy Wonka himself.

"But there must be something they can do!" Charlie protested. "With all the stuff the world's got today, there's got to be something."

The smile faltered, and again, Willy Wonka looked serious. "No Charlie, I'm afraid that there's not. You see, I've looked, and unless I want to have a bunch of silly treatments that will make my hair fall out, I'm stuck. Besides, I've waited too long."

"Waited too long? What do you mean? How could you have waited too long? You can't have had this-this—"

"—This leukemia."

"Leukemia?"

Willy Wonka nodded. "Yes Charlie, leukemia. It's a form of cancer that—"

"—I know what it is!" Charlie interrupted. He was looking more heated and close to anger than Willy Wonka had ever seen him before. It was in fact rather shocking, and Willy Wonka's face readily betrayed his astonishment. He'd never been that great at hiding his emotions, at least not from anyone beside himself. He was very much beginning to wish he'd never initiated this conversation with Charlie. He hadn't told any of the Oompa Loompas or even his own father yet, though he'd only become reacquainted with him a short while ago. "But I also know that there are treatments, things that you can try. There's no cure but-but things that can put it in remission! You could live!"

Willy Wonka frowned. Hadn't they just been through this?

"Charlie, it's too late," he repeated. "I don't feel like spending my remaining days regurgitating my chocolate, because honestly," (Willy Wonka leaned in and lowered his voice) "it doesn't taste very nice the second time around." He pulled back once more. "I'd rather spend my days making and eating it."

Charlie's voice was beginning to tremble. "How-how long?"

"How long do I have left or how long have I had it?"

"How long do you have—both!"

"Well, I've probably had it for a few years, and I probably have a few months to a year, just enough to make some really scrumptious chocolate!" A fresh grin on his face, Willy Wonka stood up, fully expecting that to be that. But apparently it was not to be so easy, for Charlie's eyes were watering as he looked up at "the amazing choclatier," and the next moment he'd burst into sobs and latched onto his waist, for that was all his height would allow. He was sobbing.

Willy Wonka froze and looked at Charlie not like at some loathsome insect as he'd once looked at Violet but in surprise. He had not been expecting this reaction, and he'd certainly never had anyone crying over him before. "There, there Charlie," he began awkwardly, patting Charlie on the back haltingly and looking around in what some might have construed as panic. "I-I'm not dead yet." Willy Wonka just couldn't understand why Charlie was taking it this way. After all, it wasn't as if the child was the one who was dying.

"It doesn't matter, I don't want you to die!" Charlie brought his face away from the black cloth covering Willy Wonka's chest and looked up at his mentor's eyes. Only now was he starting to notice the truly unhealthy hollowed-out look of Willy Wonka's pale cheeks, the only-just visible shadows under his eyes. "You can't! There has to be something, something out there that can save you!"

"My dear boy, if there were, don't you think I would try it?" Willy Wonka's voice was gentle, and he kneeled back down, his hands on Charlie's small shoulders. Although he had filled out some in these last few months of good, square meals and chocolate, he was still on the skinny side. "Unless I come up with a new brand of chocolate that cures malignant tumors and terminal cancer, there really is no hope."

No hope…Why did those words in particular strike such a somber chord within him? He already knew that he was dying, had known it for the past two, three weeks. So why was saying all of this aloud starting to make him feel so ill? Why was there a lump in his throat? Why did he almost feel like crying? Was he catching something? No, that was impossible. His special brand of Cold-Be-Gone! Whipped Cream would easily prevent that. Were the symptoms of his leukemia acting up?

"So why don't you come up with one?" Charlie demanded. "It wouldn't have to be chocolate! Any sort of candy!" Charlie was beginning to get excited again, but this time, not in despair and grief but in the hope Willy Wonka had so readily dismissed. "Something like… Leukemia Lifting Licorice! You've made a TV teleporter. You could make something like that! I could help you!"

Leukemia Lifting Licorice, the thought made Willy Wonka smile normally for the first time that day. And the hope was contagious. He felt it flooding through for just a moment, just like the chocolate river flowed through his factory, before his very adultlike common sense and knowledge crushed it. He'd already thought of this. Willy Wonka he might have been, but he was no miracle worker. It took at least a year, sometimes even longer, to create some of his more complex products. The hair toffee still wasn't ready. To invent a candy that would cure leukemia and taste spectacular… It would simply take more time than he had left. Perhaps if he'd gone to the doctor earlier, he might have been able to do it.

But as it stood, there truly was no hope.

"You could do it, Charlie," he said, doing his best to keep up a cheerful manner. "You get to take over after I'm gone. You can make absolutely whatever you want then, and you've have forever to do it in. But there's no time for me."

"I don't care, I don't want it." Willy Wonka blankly stared at Charlie. "I'd trade this whole factory and all the Oompa Loomps in the world if it meant that you'd stay alive."

Willy Wonka was touched, and that lump grew. "But my dear boy," he said quietly, "nothing of the sort could possibly happen. I'm dying and there's sure as golly nothing anyone can do about it."

Charlie looked as if he was going to say something more, but he didn't. Instead, he buried his head into the fabric of Willy Wonka's plum coat and he cried and cried and cried.

Slowly, Willy Wonka began to accept the boy's desolate condition—even began to somewhat understand it, as strange as it was—and hugged him in a more natural fashion than before, gently stroking his back with his gloved hands. Because as childlike as he himself seemed at times, he was, nevertheless, an adult, and Charlie was, nevertheless, only a ten-year-old boy. He felt tears coming to his own eyes but pushed them away. No time for that now.

"I am still here," he said softly, staring off at his edible, gloss-covered black chocolate dresser with its inlaid, white chocolate designs. "And I'm not planning on dying for a very long time, for as long as I can help it. I mean, there's still so much candy I haven't made for all the little children out there! I should at least start on some of it. And besides, I wouldn't want to leave my new family after we've been together for such a short time, would I?"

Sniffling, Charlie brought his tear-stained face up and looked into Willy Wonka's eyes once more. "Will you try to stop it? Will you try to save yourself somehow? Please, Willy? A candy, the hospital, anything. Will you please try?"

Willy Wonka looked at Charlie for a long time. He thought about the boy's words. Well, obviously he would try to save his own life. He didn't exactly want to die. Just look at Charlie's grandparents; he would have been more than happy to live just as long as they had, making chocolate and toffee and lollypops and gum and gobstoppers and all that good stuff all the while. Not to mention enjoying the company of his newfound family. But things just weren't working out that way, and chemotherapy and IV treatments and radiation therapy and bone marrow transplants were not something he was itching to try, especially since the doctor had told him they would, most likely, not do any good at the stage he was at. It was a miracle he wasn't doubled over in pain, the doctor had told him. Willy Wonka had his candy to thank for that.

"I'm not going to lie to you, I won't go to the hospital," Willy Wonka said at last. Charlie made to speak again but he shushed the boy with another onslaught of words and a raised forefinger. "I will however try my gosh darned hardest in every other way. I'll try all those nasty medicines and natural remedies and I'll work on a candy. If there's something promising at the hospital, then I'll go. But you can't let yourself rely on the hope that I'll be fine, Charlie. Because chances are, I won't be. Chances are, I'm going to die, whether I want to or not."

Willy Wonka ignored the ache in his throat and the sting in his eyes, and he blinked to push the latter away.

"That's the best I'm going to get from you, isn't it?" Charlie asked.

"Yes, Charlie, I'm afraid it is."

There was a pause. "Fine, but will then you at least promise? Will you promise that you'll try all that?"

Willy Wonka smiled. "All right, I promise." He stuck his hand out between them, leaning back. Charlie took a step back and, after a pointed glance at Willy Wonka's face, took the hand. The older man initiated a complex handshake full of strange movements and hand-slaps and snapping before finishing it with a short, simple handclasp. "Now," he said, standing up again and slightly ruffling up Charlie's hair, "let's get back to work, shall we? Those Caramel Crunchers won't crunch themselves."

And purposefully oblivious to the boy's furious worry and his own pain and fear, Willy Wonka left the room with Charlie gradually falling in step beside him.