Disclaimer: Don't own anything except original characters. All material (c) to respective owners.

This just popped randomly out of my strange mind one night. It struck me as an interesting idea and seemed to go from there.

Welcome to my first CATF & POTC cross-over, be prepared for a lot of wierdness.

Chapter 1: Arrival

It had been a very long time since Belladonna Sebastian had seen him, almost ten years. She had met Willy Wonka during one of his many trips to the local college, it was one of the few things he had kept hidden well from the public and he had literally bumped into her that day by accident.

---Past Flash---

She brushed out her long waist length white blonde hair and stared irritably at her research paper, how she hated the professor that taught Egyptian history and how hard he seemed to make things. Belladonna stood walking toward the pyramid section for her paper and was too late to notice the figure coming the opposite way.

CRASH

Both figures collided to the floor with equal sounds of protest. "Ow." She sat up quickly protecting herself from the various materials both had flying among them during their crash. "Sorry…are you alright?" she managed glancing over across at the nervous thin figure studying her almost frightened by her presence.

She met intent violet eyes and somewhat short dark chocolate colored hair; he wore Edwardian style clothing in a deep shade of red and was nervously squeaking violet colored gloves. She hesitantly handed him back a cane that appeared to be filled with nerds and an amusingly designed ball for the grip, she then noticed him retrieve a matching hat to finish off his ensemble. "Where have I seen him before?" he was so familiar but Belladonna couldn't quite put her finger on it, he was in her history class and hid well from everyone in the back of the room; that part wasn't the thing that bugged her, his presence had been bothering her for a long time.

His gaze nervously studied her as though he was caught in something illegal. "Ye-ah." He offered seeing her offer a small smile.

"He's quirky…I like it." Belladonna began to gather the things around herself and started to neatly pile his materials beside his leg on the floor across from her. "Sorry I rammed into you…Mr. Garret's assignments are far too complicated for his own good." She wrinkled her nose thoughtfully and glanced up at the sudden stifled high pitched laugh, his eyes had a mischievous twinkle in their depths forcing her to smile slightly, his perfectly straight teeth and grin were catching. "Belladonna Sebastian." She offered her hand curiously studying his sudden odd tilting of the head, her hand seemingly a foreign object to him.

"She isn't making fun of me." He had been laughed at and made fun of so much during his life; it hadn't struck him as unusual for it to happen during his brief secret classes at the college. "Willy." He left off his last name and hesitantly accepted the hand offered surprised when she lightly squeezed it sensing his discomfort. "Your project not going so well either for Mr. Garrets class?" he felt his face warm slightly at her small smirk. His eyes carefully studied the almost ocean blue of hers and then he felt his face warm further.

"Yes…he's a real git about things too." Belladonna stood watching as he stood gathering his things, he was a little bit taller then her and the high heeled shoes and hat didn't help make her feel any better about the height. "He keeps nagging me for handing in solo papers…I don't feel comfortable with the whole partner assignment thing. He warned me not to do this one solo and now I know why." She sighed glancing at the requirements and started back around to her cluttered table. "Willy…why is that so familiar?" she sat her things on the table aware he had hesitantly followed her and listened to her brief rant.

"If you want we could work together?" Willy nearly dropped his items in shock; he couldn't believe he had offered to open up to someone on campus, what if she found out who he was. The whole world would have a field day with this, not to mention this girl would probably panic once she found out he was the famous Willy Wonka candy making eccentric. "Um." Belladonna met his violet gaze again and nodded in agreement.

"Sure…who knows, maybe we can shock him into staying out of our hair for the semester." She gently clasped his books and sat them on the table. "Ah ha…oh wait, no wonder he hides out." Her face suddenly appeared melancholy; he rose a brow at this curiously and waited for exactly what he was dreading. "Willy…Willy Wonka?" she whispered softly watching as he almost flinched and then hesitantly nodded. "No worries…your secrets safe with me, no one likes me much in case you haven't noticed." She grinned slightly glaring at a couple of snickering jocks and flipping them off not so kindly. "See? Being the campus weird person doesn't get you points."

"They say you're a witch." He cupped his mouth in horror, why did he always say the worst and most awkward things at the worst times. "Nice one, finally made a possible friend and blow it at the same time."

"True…but only a good witch." Belladonna adjusted her black jeans and long sleeved red shirt. "They think because I wear unusual things, that I'm dangerous…I promise I won't bite." She smiled sliding her black fishnet gloves back on. "Unless you want me to." She noticed his sudden startled look and flushed face giggling slightly. "Relax…I'm only joking with you Willy."

---End Past Flash---

Belladonna stared up at the tall gates for a long while, the air was very cold and the snow was starting to flow thickly around her. She brushed at her black knee length coat and shook off her hair, the snow was so thick it almost blended with her hair. "The letter from Willy said to come to the main gate of the factory." She nearly jumped a foot when the gate slowly began to creak open, she then hesitantly stepped in pulling her luggage behind her and flinched when the gate crashed behind her. "He still has a thing for dramatics." She glowered at the gate behind her and finally allowed a half smile, she had a feeling he hadn't changed too much and was as demented as usual. They had practically been glued to one another in college, but nothing ever seemed to come from it. Always the best friends doing all together, but never the couple others thought they were.

"I'm going to kick him for the dramatics." Belladonna snorted with an amused smile and blew at the snow in front of her. "I suppose we better get going feet." She started toward the front of the gothic style looming factory and jumped hearing an all too familiar giggle somewhere behind her. "Bloody sneak!" she turned toward the sound and released her hold on her luggage.

Willy wrinkled his nose in annoyance, he hated when she called him a sneak even if it was very much true. "Am not." He pouted irritably before walking from a hidden spot near the gates and paused a few steps in front of her.

"1930's style sunglasses?" Belladonna quirked her brows at her familiar friend and smiled at the pout on his face, she had missed his childish ways. He hadn't changed much; he still wore the familiar Edwardian style clothing and carried the ever present walking stick. His top hat still was a part of his ensemble and a very loud burgundy coat with fluffy collar, she did notice he now had a page style boy cut, and was as pale as ever. "You in competition with Snow-White now?" she saw a familiar smirk on his face and chuckled.

Willy regarded her curiously for a minute. "I thought I was always in competition with Dracula…you always said you liked those vampires." To his surprise Belladonna didn't hesitate and immediately walked over hugging him tightly, it was one of the few things he had missed a great deal; considering she was the only person he had ever let that close other then his father and current friends living in the factory who were the Buckets.

"Hey you didn't flinch…miss me that much?" Belladonna grinned brushing snow off his coat absently.

"You're still full of yourself." He stuck out his tongue and was startled when she reflexively reached up catching his tongue and shook her finger of her other hand in a scolding fashion.

"Be careful Willy…I still will threaten to pierce that tongue." She giggled releasing her hold and stepped from his still lingering hug to gather her things. "Where too now candy man?" he gave her a wrinkled look in response before pointing to the main door of the factory.

"I'm showing you where to go…then I need to introduce you to the Buckets, as insisted on by Charlie and his family." He removed his goggle like sunglasses and met her familiar blue gaze with his violet one and smirked.

Belladonna hadn't changed a bit, he hadn't really either and it felt like another day in college for him. She was still full of hell, and that was only part of the many words to describe her with. She had let her hair get longer and it now fell down her back and was currently braided tightly, she wore the familiar fishnet black gloves on her hands among other pieces of jewelry that she often switched around. "She's still acting like a misfit." He smiled realizing he was staring and rolled his eyes at her teasing quirked brow. He paused when the doors opened revealing six of his Oompa Loompa's awaiting his return with his guest, it had been a suggestion from his Oompa Loompa therapist to get in touch with her again. Willy had to admit it had been Ross's best suggestion yet.