There were no trees at all. Not any.

  “Stop looking with the fronts of your eyes,” said Dotty—no, Theodora. “Stop looking at what everybody sees. This is a magical land if you’re willing to see it.”

  “Says Auntie Bess?”

  “She can’t see anything,” said Theodora. “Or I should say, she refuses to come and refuses to hear me talk about the Empire of the Air, so there’s no chance that she’ll ever see it. But here you are.”

  “It’s a cornfield,” said Frank.

  “But you’re still with me,” said Theodora. “You can still see me. And I’m well inside the Empire.” She stamped her foot. “Yellow bricks all over now.”

  Frank looked at the ground, trying to see anything but dry dirt between the rows of corn.

  “Don’t try so hard,” said Theodora. “Squinting doesn’t work. When your eyes are pointing here, then the bricks start being visible there. And when you look there, you can see them here. At least that’s how it is at first.”

  Frank tried to do as she said, but it seemed to require looking at two things at once.

  “Look at my hand,” she said.

  He looked at the hand that was holding his.

  “Now keep staring at my hand, but notice the fact that my other hand is moving over here. No, don’t look at my left hand, keep looking at my right, but then notice my left.”

  Oh, was that all she meant? That was easy enough, to think about something he wasn’t looking at.

  There was a glint of yellow on the ground. He looked at it, and there was nothing there.

  “You saw it for a moment, didn’t you?” said Theodora.

  “I don’t know,” said Frank.

  “That’s good,” said Theodora. “You didn’t deny what you saw, you just admitted that you weren’t sure. That’s important, not to deny it just because you know it shouldn’t be there. The more you deny it, the less it’s there—to you. Because people can’t see what they refuse to see.”

  Frank was looking at the hand that was holding his. And now it was definite. That glint of yellow. Not gold-yellow. Yellow yellow. “Like a goldfinch,” he said aloud.

  “I told the old scarecrow you’d be able to see it.”

  “This is very strange.”

  “No,” said Theodora. “It’s the Empire of the Air. It’s just as much a part of the natural universe as anything else. It’s not strange, it’s wondrous.”

  “It’s wondrous strange,” murmured Frank.

  But now he could see shadowy tree trunks on either side. Not if he looked at them; but as long as he kept his eyes forward, he could see that they were moving through a stand of woods—though he could still see the corn on either side, as well.

  “How can I be in two places at once?” asked Frank.

  “You’re in only one place,” said Theodora. “It’s the two places that are in the same place. Because they are the same place. Welcome to the Empire of the Air.”

  Frank blinked. And each time he blinked, the trees were a little more solid, the corn a little more shadowy. So by the time they came to the abandoned carnival, he felt as if he were emerging from a dense stand of trees, and the cornfields were now nothing but a vague shadowy movement in the breeze.

  Theodora led him among the tattered tents, which now held out neither rain nor light. There was not a soul in sight, though here and there a crow landed or rose from the ground as if patrolling the area.

  “I never knew this was here,” said Frank.

  “It’s in the Empire of the Air, not in Aberdeen,” said Theodora.

  “But it’s old and faded and tattered and . . . gone,” said Frank.

  “Things get old here, too. People stop coming, the carnival goes out of business, and it gets like this.”

  “I bet it was wonderful when it was new,” said Frank.

  “It was a carnival,” said Theodora. “Only the acrobats didn’t need wires or nets or swings, and the lions had no cages, and all the tricks the magicians did were real.”

  “Why would people stop coming?”

  “How do you know they’ve stopped?” asked Theodora. “We’re here.”

  “But you said . . .”

  He didn’t finish, because they came to the mechanical man—or rather, half-man. From the waist up, he was a man of metal, but the bottom half of him either was, or was inside, a flamboyantly-painted box that was now faded, more gray than anything else.

  “I know he has something to say to me,” said Theodora. “But he just whimpers. His mouth is all rusted up.”

  “Is he real all the way down?” asked Frank.

  She looked at him like he was crazy but then understood. “Oh, I have no idea whether he goes on inside the box, or whether the top half is all there is. But if I can get his jaw working, maybe he can tell us.”

  She waved the oilcan in front of his face. Frank heard nothing and saw no change, but Theodora smiled. “Hear that? He’s so excited.”

  “I don’t hear anything,” murmured Frank.

  “But you can see him,” said Theodora. “So reach out and touch him. Hold on tight, because I have to use both hands to work the can and lubricate the joints, and I don’t want you disappearing on me.”

  Frank gripped the arm of the metal man.

  Theodora applied a drop of oil in several places along the jaw, and then worked the jaw up and down, side to side.

  Meanwhile, Frank tried to do with his ears what he had done with his eyes, to notice sounds that he was not actually listening to, the sounds behind the sounds.

  “Stop that,” said a very, very faint voice.

  “I’ll stop when I’m sure I’ve got you working again.”

  “Make the boy let go of my arm,” said the voice.

  “Don’t let go!” Theodora said to Frank, her hand flying out to grab him. “People here are always trying to trick you into going away, back to Aberdeen. Never obey people here until you’re sure it’s not a trick.”

  “I’m not tricking him, I want to get my arm back,” said the faint voice; but it was louder now, and Frank could see that the jaw was moving along with the words.

  “You won’t have your arm back until I oil it, which I won’t do if you make him disappear,” said Theodora.

  “I love him,” said the voice. “He’s very lively.”

  “Are you in the box,” asked Frank, “or on the box?”

  “I am the box,” said mechanical man. “With a lovely metal decoration on top.”

  “He’s a sarcastic twit,” said Theodora. “They all feel so superior to groundlings, which is what they call people who don’t naturally dwell in the Empire of the Air.”

  “Are you a groundling?” asked Frank.

  “Not if I can help it,” said Theodora. “They can’t kick me out anymore, and once I know where things are I can always go back. I’m still a visitor, though. Not a citizen. Yet.”

  “You are a lovely person, and I love you,” said the mechanical man.

  “You love everybody,” said Theodora. “And yet somebody must have been very angry to box you up and metallize you like this.”

  “Some people don’t want to be loved,” said the mechanical man.

  “I do,” said Theodora. “I want you to tell me how to find out where the crow took my mother’s ring, and where I can go to get it back.”

  “Though my heart is filled with love for you, I must respectfully ask how in hades you expect me to know?”

  “Because the scarecrow said that you see everything that passes near you, and the crow carrying the ring passed near you, so spit it out, please.”

  “If only I had any spit to spit with,” said the mechanical man. “How did you find your way here? Just wondering.”

  “I’ve oiled you,” said Theodora. “Can’t you be grateful enough to answer my questions?”

  “Did you oil me so I can walk away from here?” asked the mechanical man.

  “I’ve oiled all the parts I can see. Should I break open the box?”

  “I don’t know,” said the mechanical man. “I have no idea whether there’s any me in there or not.”

  “I can do it,” said Frank.

  “You’re only six,” said Theodora, “and I’m nine, and twice as strong, and besides, you can’t let go of me and him at the same time, which means you can’t have both hands free, so you’re not going to open the box.”

  In answer, Frank kicked the lower-right corner of the box, about four inches in from the bottom and the side. The fabric tore free. Frank reached down with his free hand and pulled the fabric up, ripping it away from the frame. “It’s just stretched canvas,” he said. “Like stage scenery.”

  “Clever wretched boy, exposing my nakedness,” said the mechanical man. “How I would love him, if either he or I were real.”

  Theodora was already on her knees. “He does go on down inside the box, but he has wheels instead of legs. If we tear away this box, maybe we can get him moving.”

  “Wheels?” asked the mechanical man. “No wonder I couldn’t wiggle my toes. I used to have toes, you know. Before I was mechanized.”

  “Did you mean that I’m not real?” asked Frank, thinking back on what the mechanical man had said.

  “Tear away this frame and I’ll believe you’re real, if you want me to,” said the mechanical man.

  Theodora pried apart the wood frame of the box. Frank helped as much as he could without letting go of her wrist. Finally the box lay in slats and tatters on the ground, and the mechanical man on wheels was fully oiled in all his parts. His motor whirred and the wheels spun one way to send him backward and the other way to go forward, and both ways at once to send him spinning in a circle.

  “I’m ecstatic,” said the mechanical man. “I’m filled with joy.” His inflection, however, was unchanged from normal.

  “We’ve done what you asked,” said Theodora. “Where did the crow take my mother’s ring?”

  “That way!” cried the mechanical man. Then he whirled and began speeding off in a different direction entirely.

  “That’s all you can tell me?” called Theodora to his back.

  “It’s all I know!” he called back. “I love you so very much! I love you both!”

  “Well, that was barely helpful,” said Theodora.

  “Maybe it was completely helpful,” said Frank. “If you start walking in the direction he pointed.”

  “His pointing was very vague.”

  “I know it wasn’t precise,” said Frank, “but we know it wasn’t that way or that way or that way.” He pointed in various other directions. “So it narrows down our choice of routes quite a bit.”

  Theodora nodded. “That makes more sense than standing here being angry at that ungrateful mechanical toad.”

  “Very much untoadlike,” muttered Frank.

  “He sounded like a toad and he was less helpful,” said Theodora. She had been looking beyond the carnival, in the general direction the mechanical man had specified, and now, gripping Frank’s wrist, she took off at a bold stride.

  “You hold too tight,” said Frank. “Let me hold you.”

  “You’re more useful than you look,” said Theodora. “But you’re not very strong. If I hold you there’s less chance of my losing you.”

  “And more chance of your bruising me,” said Frank.

  “What a clever little poet you are,” said Theodora.

  They reached the far side of the abandoned carnival, and now Frank could see the yellow road, bright as could be, stretching off in just the direction the mechanical man had indicated. Frank couldn’t even see the shimmering of the waving fields of corn; the woods and the yellow bricks were completely solid to his visions, especially when he stared right at them. He said so.

  “Don’t be fooled,” said Theodora. “If I let go of you, you could pop right back to Aberdeen.”

  “How do you know that?” asked Frank.

  “Because I tried to bring my dog a dozen times. A leash doesn’t work. Eventually I had to set him down, and every time, poof, he was gone.”

  “How about a basket?” asked Frank.

  “He’d only jump out.”

  “Picnic basket with a lid?”

  “We aren’t rich,” said Theodora. “We don’t have baskets for picnics, and we don’t have baskets with lids.”

  “I’ll bring one next time.”

  “There won’t be a next time,” said Theodora. “Either I’ll find my mother’s ring today or not at all.”

  “Why?” asked Frank.

  “Because we just let the mechanical man go, so I’ll never be able to ask him again.”

  “But you have his answer.”

  “I have today’s answer,” said Theodora. “Do you think I haven’t asked him before?”

  “Have you ever let him out of his box before?” asked Frank.

  “If I had, do you think he would still have been here?”

  “So maybe this time he told you the truth,” said Frank.

  “I hope so,” said Theodora, “because I’ve been coming here for years. Twice I was captured by winged monkeys. Once a wicked witch screamed at me. Once I was attacked by angry trees. This is not a reliable world.”

  “What did the wicked witch scream?”

  “She screamed. There weren’t any words.”

  “Then how do you know she’s wicked?”

  “Because she was even uglier and meaner-looking than Auntie Bess,” said Theodora. “That’s my standard. One inch uglier, plus the screaming, and I know you’re wicked.”

  “How much ugly is there in an inch of it?” asked Frank. “I never knew it could be measured.”

  “Is your mother ugly?” asked Theodora.

  “Not at all. She’s mostly pretty.”

  “But not entirely.”

  “Very close.”

  “Let’s say she’s three inches away from totally pretty. Auntie Bess is one inch away from purity of ugliness. You do the arithmetic.”

  Frank wasn’t very sure of his arithmetic—he had learned his numbers, plus adding and subtracting very small numbers, without borrowing or carrying, though he’d heard of such operations. It was all very mysterious, so he decided to take her word for it.

  They walked into very deep woods. The road stayed yellow, but under the shade the yellow wasn’t half so bright, and as they climbed higher and higher, it became more and more autumnal, and more fallen leaves were strewn and blown across the road. Also Frank was quite sure he heard a distant roaring sound from time to time. Each time it sounded less distant.

  “Do you hear that?” he finally asked.

  “It’s only a lion.”

  “A lion from the carnival?” asked Frank.

  “Do I look like Queen of the Lion Tribe?” asked Theodora.

  “You know more than I do,” said Frank.

  “And don’t you forget it,” said Theodora.

  The roaring got very close, until at last it was right in front of them, in the form of a very large lion. Frank could easily imagine his whole head fitting inside its mouth, with room left over for two mice and a toothpick.

  “So you finally got here,” said Theodora.

  The lion roared very fiercely and moved closer. Slobber dribbled from its mouth.

  Theodora reached out with the hem of her dress and wiped the lip. Frank expected her hand to disappear, but the lion did not bite.

  “What was that about?” asked Frank.

  “I think it’s so untidy for him to be letting spittle drip all over the road,” said Theodora. “Somebody might slip on that and hurt himself.”

  The lion gave the fiercest roar of all, and then snapped its jaws down on their held hands.

  Theodora at once kicked the lion in the throat. Its mouth flew open, and the animal made gagging noises as it backed away.

  “Is kicking a lion really a good idea?” asked Frank.

  “I don’t know,” said Theodora. “But I do know that biting off our hands would be a very bad idea.”

  “I wasn’t going to bite off your stupid nasty hands,” said the lion. Its voice rasped as if it were trying to cough up a hairball. “I was just tasting.”

  “Well, you got your nasty spit all over our hands, and because we can’t let go of each other we can’t even wash it off,” said Theodora.

  Frank was beginning to get the idea that either Theodora was always rude to everyone, or she was rude to everyone in the Empire of the Air.

  “Since you’re the first talking creature we met since we left the mechanical man at the carnival,” said Theodora, “I expect you to be able to tell me: Where did the crow take my mother’s ring?”

  “Funny you should ask,” said the lion. “I ate the crow and pooped out the ring three days ago.”

  “The crow took my mother’s ring three years ago.”

  “And you think I can remember?”

  “I think you’d better tell me instead of playing dumb,” said Theodora.

  “Maybe he’s not playing,” said Frank.

  “Do you want me to bite off your head?” asked the lion. “I could, you know.”

  Frank did not doubt it.

  Theodora kicked the lion in the throat again. This time the coughing and choking and gagging went on even longer. “What was that for?”

  “For threatening my friend and for not answering my question.”

  “I did answer it,” said the lion.

  “With a lie, so that doesn’t count.”

  “How do you know I was lying?” asked the lion.

  “Because you couldn’t eat it and poop it out. It’s filled with my mother’s love. It would have burned a hole right through you and you’d be pooping out of everywhere, like all the holes in a sponge.”

  “That is such an unpleasant image,” said the lion.

  “My mother said that ring had all her love in it, and it was supposed to come to the person who needed it most, and that was me. But a crow from the air stole it right off the table beside her bed, and in that very moment she died,” said Theodora. “So you know that ring could not have passed by you and you not see it.”

  “I was asleep.”

  “I’ll put you to sleep, you bag of hair.”

  “I’ll ask around and see if one of the other woodland beasts has seen it,” said the lion. “I’m king here, you know. They all obey me.”