Disclaimer: I do not own OUAT in any way, shape or form.


Hovering in the spaces between this world and the next, a darkness waited eagerly for the next foolish human who would breach her small kingdom and open themselves up to attack. Regina, she called herself, was a queen amongst devils, a force which no preacher bearing old words could stand up to with any chance of triumph. But with power came the fact that there were few ways for this shadowy creature to insert herself fully into the visible and tangible world.

Laughter from outside her realm of influence grasped at the ethereal woman's attentions, drawing her to the window of the grand old manor she possessed. Children, she supposed, but was pleasantly surprised to find a group of young adults jostling each other as they approached her home.

"First one to ditch tonight buys the first round!" Emma shouted joyously, jabbing at the girl beside her with a grin. Belle cringed at the bet, already well aware that she would be the first to leave. "Don't worry, Belle, I'll protect you!" laughed another girl as she flung an arm around her shoulder. Ruby planted a peck on Belle's cheek and flounced away quickly, laughing boisterously.

That girl was annoying, Regina decided immediately, loud and brash and far too red for her tastes. Trailing behind the three teasing girls walked another, looking thoughtfully up at the window in which Regina stood. For a moment it was as if the dark haired girl could see her, but that was impossible.

Drifting away from the glass, Regina resigned herself to scaring away yet another group of vandals from her home. The large front doors creaked as they were forced to assent to the entry of strangers. Ascending the stairs gracefully, an invisible smoke occasionally taking partial human form, Regina took careful note of the blonde that she had initially overlooked.

Long unkempt hair, almost no makeup, boots and a leather jacket that Regina assumed must have been the very last thing in the girl's closet (because who on Earth would choose that first?) put together a complete picture that did not agree with the ghostly woman's general interests. There was a glow however, and a certain rugged strength that lingered just beneath the surface that Regina coveted from the second she realized its existence.

The girl with the red streaks called out a name and the girl responded. Emma. Regina's colourless, invisible face split in a smile that sent a tangible chill into the air. That girl would be hers.

Giggles and jokes had long since faded away in the chilled air, the girls huddling together telling frightening stories. Regina elected to assist in the passing hours, causing the fairly frequent door slam and gust of wind to rush through the expansive manor in perfect timing with the swell and fall of each tale. Boredom was an eager monster, crouching and pouncing as the moon grew full.

Opaque fingers like a lucid dream appeared just long enough to trail along the length of Emma's exposed neck, raising gooseflesh in their wake. A low laugh left the blonde jumping up from the little nest that she had formed on the floor with her friends and a number of sleeping bags.

"Who did that?!" she demanded, directing accusing glares at each one of her friends. Snow shook her head in bewilderment as Ruby urged her calm down. This did far from calm the girl, leaving her walking from the room with a scowl.

Emma was making this far too easy, Regina thought with her approximation of amusement.

Following the girl was not difficult, nor was predicting the room in which she would find herself. Regina passed through the walls to beat the girl to her destination, using all the power and experience she possessed to create enough of a corporeal form to pass for human for a spare few minutes.

She did not have to wait long, Emma burst into the room only a half second after her temporary body settled. Eyes widening at the sight of another 'living' being, the blonde stopped short and put a hand over her heart. "Woah! You scared me!"

"I apologize", breathed Regina with her human voice, still sounding like a blend of winds despite her efforts. Rather than be put off by the abnormal voice, Emma did not appear to have noticed, entering the room further.

"Who are you?" she asked blatantly, her startled state giving way to curiosity and near suspicion. Regina exerted her influence to close the door behind the girl without her knowledge, not even a click sounding as Emma was sealed into the room with her doom bringer.

"Regina", the being answered simply, her smile gentle and enticing. Unlike the unnoticed voice, Emma became entranced by the smile, stepping closer. "And you?", Regina asked.

"Emma", said the girl shortly, looking at the other woman more carefully. "What are you doing here? Is this..", a thought appeared to come to her, "..do you own this place?" Laughing with her wind voice, Regina nodded.

"This is my home, yes." Already Regina could sense her physical form giving way, so she reached out a hand. "Will you help me?"

Far from finding anything strange, Emma could not escape the shining gaze of those eyes, digging into her soul like daggers that would not release. The outstretched hand was a temptation that the air itself nudged her towards, her fingers stretching out to touch.

Long seconds passed when Emma's warm fingertips came in contact with the icy ones presented her, agonizing seconds in which Regina's true nature revealed itself. Her form towered, growing, rising like smoke and spreading like contagion, plummeting from on high and directly into Emma's being.

Forcing her way through Emma's veins, replacing all that was with herself, Regina celebrated with her entire self this new acquisition until a newfound emotion shocked her into a moment of stillness.

Emma was enjoying this. This takeover of her senses had caused a rush of adrenaline to power through the girl's body, a pleasurable sense of excitement and want and greed for more tearing at Regina and insisting that she dig herself further in.

Exploding through the not-so-innocent girl's very cells with a joyous satisfaction, Regina reassured both the girl and herself that she was far from done.

Regina relished the way it felt as she flexed her new muscles, the girl inside struggling with herself and the paradoxical sensations flowing through her. Emma as a person was already lost, twisted and blended into the creature that had taken her, but Emma as an idea, a construct in Regina's mind fueled by the real remnants of the old Emma.. that remained.

"What the..", a smooth windy voice slid through the cool air, originating from the very see-through blonde. Surveying her with fresh, human eyes, Regina could make out Emma's ghostly form only due to her demonic heritage. As the woman placed her fingers to her face, Emma let out an 'oh!' and touched her own cheek in surprise.

"Don't you worry, Emma. You'll fade soon enough, and then you'll feel nothing at all." Regina reassured the girl with a cold elegance, standing in a manner that looked wholly unnatural on Emma's frame. The 'reassurance' flew directly in one ear and out the other for the transparent girl, her attention still focused on the way she had felt what Regina had done to her body.

"But.. this isn't fair.. what?" Emma fought to speak, unused to her new manner of speech and thrown entirely by the unreal situation.

"Ssshh.." Regina murmured, running her fingers down her body and drawing another startled noise from Emma's mouth. Since she had last possessed a real, physical body.. it had to have been decades, and she was eager to test out this one. Regina supposed that she might enjoy an audience that also served as a partially unwilling participant.

Groaning lightly, Emma could not process the reality that she was dying, that this demon was sapping away at all she was. The only truth she found herself able to acknowledge was the fact that this dark being was drawing sensations from her body that she hadn't experienced with another person in years.

Emma's obvious pleasure at the lightest touch egged Regina on heavily. Mouth curling into an unnaturally dark smile, Regina smoothed her fingers down her sides and stripped off the ugly leather jacket, hungry to get at her fresh skin. Tank top followed jacket, followed shortly after by jeans and every other article of clothing Emma had seen fit to put on that morning.

In the nude in her newest claim, Regina strode towards a tall, sheet covered object at the side of the room and revealed a floor length mirror. Old but shining due to the protection from dust that the sheet had provided, the gilded edges of the mirror spiraled and blended into the reflective surface as if it were all one single piece.

"Lovely", Regina breathed as she posed before the mirror, ignoring the ghost-figure Emma's blush as she was helpless to stop the demon woman.

Gasping into the air as Regina grazed her nipples with her palms and traced the curves of her backside experimentally, Emma wrapped her arms around her ghostly self with a strangled noise. Shifting to look at the girl in the mirror, Regina asked with a knowing smirk forming on her lips, "Was that a signal to stop..or that you want more?"