I don't own these characters.

A/N: this story started out as a one-shot I was using to explain some head-canon I plan to use in another story. It's turned into a thing all its own. It's set right at the end of season 4, the moment before Emma shoves the dagger into the darkness and goes from there, ignoring whatever the hell season 5 thought it was. So, meet Regina's grandmother. For your mental viewing purposes, she would be played by Mary McDonnell, who is younger than Barbara Hershey, but that actually works with this story.

I have no beta, so expect typos. I apologize in advance for them.

And, lastly, this will be SwanQueen and if that bothers you, read at your own displeasure.

Out of the Darkness

1: Step Into the Light

Emma was not entirely sure what she was thinking as she charged toward Regina with the dagger in hand as the Darkness tried to swallow Regina whole. But, then again, she probably was not thinking. She was not much of a thinking-person. She was about action and reaction, which was why she jammed the dagger into the Darkness, needing to save Regina.

Everyone stood, frozen and shocked by this scene. Emma sacrificed herself for Regina, for Regina's happiness. Regina looked like she stopped breathing and Emma was not sure what to make of it. She was not sure what was about to happen, but she doubted it would be good. Still, Regina deserved to be happy after all of the crap she had gone through.

Emma expected this to at least hurt. She thought she would jerk back or feel something sort of sensation jolting through her. She thought the Darkness would actually go into the dagger. But, none of the above happened.

The Darkness swirled around the dagger, but settled in between the space of Emma and Regina. It molded itself into a column. Everyone watched on, tense and riveted, as the column took on a human form. For a second, it reminded Emma of the bad guy in Terminator 2, which she had snuck into way too many years ago. Emma rushed and stood in front of Regina, again not thinking, just acting. She brandished the dagger as a weapon now.

"What the hell is going on here?" Emma wondered with a panicked breath.

Emma glanced back at Regina, making sure she was okay. Regina had a curious look on her face, squinting like she was studying the onyx blob, as she stared into the pulsing void of Darkness. Emma looked at her with wide eyes.

"Regina…" Emma hoped Regina was not thinking about doing something stupid. After all, she was the stupid one around here.

Regina did not say anything, might not have even heard Emma. She just tilted her head as she continued to watch the void. The Darkness took the shape of a human and then lightning struck it. Purple smoke wafted from the onyx form and then there was a person there.

"Greetings, Storybrooke," a calm, female voice said as the cloud lifted. It revealed a rather well put together woman with waves of auburn hair, couture black dress on, and heels. She ran a hand down her dress, as if trying to straighten it out.

Gasping, Regina put her hand over her mouth as her eyes went wide. "Nana?"

Emma whipped around. "Nana?" She and pretty much everyone present echoed in baffled tone. Regina had a "nana"?

"Oh, my little filly," the new woman smiled gleefully, eyes shining, as she put out her arms. It was like she was waiting for a hug. A hug from Regina? Emma almost laughed aloud. Fat chance of that happ—

"Nana." Regina sidestepped Emma and went right to the woman. They embraced, tightly. Okay, so Regina had a grandmother who was a hugger and who Regina hugged. This was weird… like weirder than a flying patch of Darkness turning into a person. How is that there's stuff out here that surprises me?

"Now, let's have a look at you." The woman stepped away from Regina, openly giving her the once over.

"Nana, what are you doing here?" Regina asked. Was there a quiver in her voice? A tremble in her jaw?

"I think it's about time for me to intervene, filly. This has gone on long enough, yes?" her grandmother asked with an almost kind smile and her eyes sort of twinkled. Weird because Emma was almost certain this woman was related to Cora.

Emma wondered what the woman meant. Had the fighting gone on long enough? Had the cursing gone on long enough? Had the blood feud gone on long enough? Had Regina losing gone on long enough? Or was it just the cycle of adventure, adventure, adventure, no-room-to-breathe that had gone on long enough?

"Okay, what's going on?" Emma demanded, moving back in front of Regina.

Regina's grandmother turned her attention to Emma. Again, she could see Cora there, but it was very different. The eyes were different, even though they were a familiar brown. These eyes were not as cold and predatory like Cora's gaze. They were hidden behind some stylish glasses with black frames.

In fact, the woman was stylish point blank. She was dressed like she was definitely related to Regina. Her hair was perfect. Maybe she was a queen. What other Disney queens or magic beings were left? Grandma Willow? Mad Madam Mim?

"Emma Swan." The woman smiled and pressed her hands together, holding them in front of her mouth for a moment. "It certainly is a pleasure to finally meet you. I've waited so long." She then looked around. "And, my great grandson?" She practically grinned.

"Henry." Regina waved him over.

It seemed like this was okay, but there was something definitely weird here. Emma noticed how her parents had not moved and David was sort of in a defensive position, hand on his holster. Hook and Robin were tense as well. There was just something up here.

Henry came over, sneakers hitting the street black top pretty hard, and he stood by Regina. She put her arm around him and pulled him close. He looked at the woman and she smiled, a tearful sort of smile. Maybe this was not weird. Maybe it was just a sad union and reunion.

"Nana, this is Henry," Regina introduced them with a proud smile. "Henry, this is my nana."

"You're such a handsome young man. You've certainly come a long way." The woman reached out and caressed Henry's cheek. "You're practically a man." She stepped back to look at him. Henry blushed.

Regina's eyes went wide, almost in panic. "Not yet, Nana."

"Well, never to you, of course," she corrected with another smile. "Now…" She opened her arms for Henry. Okay, so she was definitely a hugger, which, again, was weird.

Henry looked to Regina, who nodded. Henry embraced his great grandmother and she held him close. She breathed in his scent and hummed, apparently truly intrigued by him. He smiled, like he was okay with this. So, yeah, maybe this was okay. Of course, that did not make any less weird.

But, again, Emma noticed her parents had not relaxed. In fact, David's hand was even closer to his gun now. Regina was cool with it, though. Emma was not sure how to take this, so she just stayed by Regina and Henry. If something happened, she was there and if nothing happened… well, she was there.

"Well, standing in it, I can see this is actually a quaint little town. Now, Regina, dear, how about you introduce me around to your little family. Certainly there's some place we could go." The woman's eyes lit up as her index finger made a small circle gesture. "Granny's! I would love to sit with you all in Granny's and chat for a moment. Perhaps see why Emma is so fond of grilled cheese sandwiches."

"Why the hell do you know so much about me?" Emma scowled. Not that her love of grilled cheese was a secret around town anymore.

"Was that too informal? I should hate to start with 'Miss Swan,' as I was certain that was your thing with Regina," the woman smirked.

"Nana!" Regina barked. "Yes, let's just go to Granny's." This seemed to be said just to get the other woman to stop talking.

The woman practically beamed and took a step forward, moving in a way that grace itself would envy. Everyone else fell into line behind her. Then she turned and Emma's parents, Hook, and Hood all stopped. This was quite curious.

"I think I only want this to be a family affair," she announced, holding up a finger.

"You're out of your mind if you think I'm leaving I'll leave alone Regina with the likes of you," Robin declared, pointing at her.

A slight laugh escaped her and it was nothing like her smile. It was dark, dangerous, taunting. It sort of buzzed its way through Emma. And, she could not be sure, but she thought she heard thunder off in the distance.

"Do you honestly think that's something you should worry about? I'm not going to harm my own granddaughter. I just think I would prefer it if her baggage didn't come along." Regina's grandmother then shooed him away, completely with a flicked wrist.

Robin flinched. "Baggage?" he echoed with a frown.

"Nana," Regina cautioned her.

The woman waved her off. "Now, now, dear." She actually wagged her finger at Regina. "You know I'm not one to mince words. I want to get to know your family, not your baggage. So…" She looked at Robin and Hook. "So, you two may be on your way."

"You're bloody daft if you think I'll let Emma go with you, witch," Hook declared.

Okay, so Regina's grandmother was a witch. That made sense. Regina was a witch, her sister was a witch, her mother was a witch, so why not her grandmother? Her grandmother seemed like the calmer one of the bunch, though… well, until she glared at Killian and he sort of withered under her gaze, stepping back and flinching more than Emma had ever seen.

"Do you really wish to tempt me, pirate? The only reason I haven't killed you where you stand is out of respect for Emma. Well, and I'm sure Regina wouldn't like me dispatching rude men in front of her son. Now, if you enjoy your life, I suggest you and the confused archer go about your business. There's nothing here for you," Regina's grandmother proclaimed in a stern tone with a look to match.

Emma wondered what Killian's problem was and how the hell he knew Regina's grandmother, but then again, it felt like she and Henry were the only ones who did not know Regina's grandmother. Hook backed away and Hood did not even move as Regina's grandmother turned right back around. She walked on and Regina followed with Henry by her side. Emma looked at Hook and then at Regina. She walked on, wanting to know what the hell was going on… or that was what she told herself.

Before Emma could look back, magic swirled around them and they were suddenly at Granny's. They were at the table by the window in front of the dinner, all sitting together, like once before. Hell, almost all the same seats with Snow next to Regina and Henry and Emma across from them, but Henry was next to David. David was at the head of the table and Regina's grandmother sat opposite of him. So, apparently, Regina's grandmother counted Emma and her parents as part of Regina's family. Weird again.

The next weird thing was how the diner seemed to come to a complete and utter halt. One second it was bustling with activity and then everything was silent. Then, there were all eyes on their table. Emma glanced around. Is some shit about to go down?

"Well, the service here is terrible already," Regina's grandmother remarked giving them all a little amused chuckle.

Suddenly, the Blue Fairy appeared, scowling at Regina's grandmother. "Lilith," she hissed.

"Lilith?" Emma echoed. Somehow, she got the feeling this was a much bigger deal than the last Lilith she met.

"Lilith, what are you doing here?" the Blue Fairy demanded. The other patrons of the diner lined up behind her while Regina's grandmother just sat there. Several fairies and dwarves were amongst the crowd.

"I'm clearly here for my granddaughter. You remember her, right? The child you forsook simply because of my line? And her family, as well as Rumplestiltskin, but he'll hold for later. If you'd like to be added to the list, please, let me know. I can oblige," Lilith said in a calm tone, but her eyes changed.

Blue backed up, fear clearly in her eyes. So, apparently, Regina's grandmother was a big enough deal to cause the baddest fairy in the land figuratively wet herself. An energy seemed to spark off of Lilith and the Blue Fairy visibly gulped.

"I think living amongst so many mortals for so many years has clearly gone to your head, Blue. Now, the only reason you're not on my list of persons already is because you actually hold no domain over Regina since she's my blood. You refuse to recognize her ichor and would rather act like she was poisonous and destined to be damned," Lilith proclaimed, her voice rising just a little as she climbed to her feet.

"Wasn't she?" Blue challenged.

A frown sliced across Lilith's face. "How could she be anything else with no one by her side in dark times beyond the foul-breathed imp corrupting her very soul?"

"She was never my responsibility," Blue replied.

"Then you have no right to place blame on her. She's not yours," Lilith stated, glaring down on Blue like she was type of insect. "Now, as you can see, I'm in the middle of something. Perhaps if you scurry away now, I won't make you that something."

Blue flinched and stepped back. While it seemed like she was trying to stand her grounds, her breathing was very loud. Lilith was calm, posed, arms folded across her belly and waiting like a cat. The crowd seemed to back down with each second that passed.

"Look, sister," Grumpy hissed, marching up to Lilith, getting in her face. "We're not scared of you. We're not just going to let you come up in here and try to wreck everything."

Lilith's face pulled into a grimace, like she smelled something awful, and then waved her hand, as if dismissing Leroy's words. Everyone flinched except Regina, Emma, and Henry. A few people actually dropped all the way to the floor. Henry and Emma looked at each other, four wide eyes and four curled up eyebrows. Who the hell was Regina's grandmother? The town seemed less terrified of Gold.

"You silly person, I've no desire to 'wreck everything.' I'm here for my family." Lilith motioned to the table.

"That's bullshit. You're just another obstacle in the way of us getting home," Leroy declared.

A short laugh escaped Lilith. "You are some type of fool, are you not? This is home. This is where everyone you love and hold dear is. What else could this possibly be?" She regarded Leroy with curl to her lip, disgusted by him.

Emma actually agreed with that thought. She found herself relieved that Lilith showed up just because she was with her family instead of possibly lost in the Darkness. Or even worse, the new Dark One. The idea made her stomach flip. She did not know what might have happened if she turned into the Dark One, but she doubted she would have been sitting in Granny's with her family if she had.

"You don't fool us, sister." Leroy sneered, like he was about to go off.

Lilith held up a hand to him, halting him, making his duck a little again. "Listen, I have no desire to stand here, prattling with you fools. I want to spend time with my granddaughter and great grandson. Now, the next person who wants to stand in the way of that will utterly regret crossing me. If you have no business with me, return to your daily lives. If you feel you do have business with me, bring it to me now."

Plenty of eyes went to Snow and David. The couple in turn looked to Blue. The Blue Fairy watched Lilith for a second before backing away completely. Most others followed. Lilith smiled as she turned her attention to those at the table and eased back into her seat as if nothing happened.

"Now, for proper introductions," Lilith said, focusing on Emma And Henry. "So, I'm Lilith. I don't come with a surname. I'm Regina's grandmother and, yes, Cora's mother. Still, it's a pleasure." She held out her hand for Emma.

"A pleasure?" Emma was skeptical and that came through in more than just the weak handshake. Maybe Lilith had no idea Emma played a small role in Cora's death.

"Yes, it is. I bear you no ill will." Lilith glanced at Mary Margaret. "You as well, but only because you're my great grandson's grandmother. I know how my daughter and how she could be. More ambition than necessary, but how you used my little filly to accomplish your goals wasn't a manner I can agree with. Still, Henry loves you, so you will not be destroyed."

"Really?" Emma could hardly believe someone coming here was actually here in peace. No outsider ever came in peace, not even her!

"Yes, really. It's quite fine. Water under the bridge and all that," Lilith said and then turned to Henry. She gave him a restrained, but still bright smile. "The little prince. I've wanted to meet you for, so long."

Henry opened his mouth, like he was about to say something, but Ruby interrupted them. She stepped over with her pen and pad in hand. She was possibly the only waitress in the place who bothered serving Regina. She gave Mary Margaret a look with her lips pursed and her eyebrows bent in. Mary Margaret shrugged. Not satisfied, Ruby looked at Emma with the same expression.

"Don't look at me," Emma stated, throwing her hands up. Ruby probably knew more than she did.

"Okay, so I guess I'll just take your orders," Ruby said.

"Nana wants to try your grilled cheese sandwich," Regina stated.

Ruby nodded while jotting down the order. "And everyone else will have their usual dinners?"

Everyone basically confirmed that with a nod. Ruby stared at them for a moment and then trotted off. There was a bit of a silence between the group after that. Leave it to Henry to brave breaking it.

"So… Nana?" Henry paused and his forehead wrinkled as he thought hard on something. "Is that what I should call you? I mean, that's usually for a grandmother and you're Mom's grandmother, not mine."

Lilith smiled. "Nana is fine."

"Okay, so, Nana, why is the first time I'm hearing of you or seeing you or anything?" Henry asked.

"It's a very long story, Henry. I'll tell you about it in private, away from all of these listening walls," Lilith replied. "I really just want to take this time to get settled into this little family unit you have working here." She gave him another smile.

"This isn't the whole family," Henry replied.

"I know." Lilith turned her attention to Mary Margaret and David. "I know there's a baby. I hope I'll get to meet him as well."

For a moment, Emma was not sure, but her parents might have sat on a cactus. They just looked really uncomfortable, squirming and gapping, but not answering. Emma could not take it anymore.

"Okay, Lilith, what's the deal? Are you about to kill everybody in town and this is our last meal or something?" Emma inquired.

She laughed. "Heavens, no. I would never."

"Emma, please," Regina scolded her, giving her a look that left her even more chastised than the tone.

"What? I'm just trying to figure this out. I mean, yeah, she's your grandmother and all, but she's Cora's mom. And, I gotta admit that makes I'm a little nervous about her intentions," Emma stated plainly. If Lilith was related to Cora, like seriously her mother even though they appeared about the same age, then Emma figured she would have to protect her own mother.

"As I said, I have no desire to avenge Cora," Lilith replied. "I knew how my daughter was. I bear you no ill will or ill intent."

"And my mother?" Emma pressed, even though Lilith had already said she did not hold anything against Snow.

Lilith glanced over at Snow and sort of grimaced in her direction. Well, that did not seem promising. It was not made better when Snow put her head down.

"We're family, dear. I'd never deprive Henry of his grandmother. Trust me, I know how cruel that can be," Lilith commented.

Before they could jump into any more conversation, Ruby hustled back with their drinks. She rushed off just as quickly as she showed up. Emma knew this was because of Lilith. Ruby usually would stay and shoot the shit, even with Regina at this point.

"Okay, why the hell is everyone so damned nervous then if you're not the next villain?" Emma inquired.

Tilting her head, Lilith laughed a little while looking at Emma as if she were some kind of idiot and maybe she was. "Oh, don't you know, dear?"

"No, I don't. Henry?" Emma turned to him since he was an expert on who-the-hell-everyone-was in the other world.

Henry shrugged. "I dunno. I didn't even know Mom was related to the Miller's daughter or that Gold was Rumplestiltskin." He turned to Regina and Emma did the same.

Regina shot Emma a teasing smile. "Really? You have no idea who my grandmother is. I mean, aren't you well read?"

Emma glared at Regina. "Shut up, Regina. Just tell us," she huffed, tapping her hand against the cold top of the small table.

"I'm not entirely sure how to explain Nana. Nana?" Regina turned to her grandmother.

"I suppose the easiest thing you'd relate me to since you're from this realm is a demon," Lilith informed Emma. She said it as if it was the most natural thing in the world, like Emma met demons all the times.

"So, demons are real now?" Emma deadpanned.

"Well, I'm more considered a god in the Enchanted Forest and started that way here, but my story in this world has changed over time, which is to be expected. Nothing stays the same over thousands of years. Besides, it's all sort of the same thing in the Enchanted Forest," Lilith replied.

"Got it!" Henry held up his phone and then turned his attention to the screen. Apparently, he was about to read up on his great grandmother right now. Hopefully, he could fill Emma in.

While Henry read up on Lilith, Ruby came back with their food. Emma was tempted to ask Ruby about this whole thing, but Ruby did not stick around. She did not have to wait for information long, though.

"Oh! I've read stories about you," Henry declared with eyes still stuck on his phone. Then, he looked up, curiosity already burning in his gaze. "So, are you a god or a demon or a succubus?"

"All of the above, I suppose," Lilith answered.

"A succubus?" Emma echoed as she searched her brain for the word. This sounded familiar, but she was not entirely sure what it was.

"Like a vampire, but they suck out souls, not blood," Henry explained.

Emma nodded. She felt a little stupid, needing her twelve-year-old son to explain things to her. But, Henry was a smart kid, both in book smarts and street smarts. He was a good little mix of her and Regina in that regard. Besides, it was not like she had time to bone up on these things with one crisis after the next happening all the damn time.

"Wait, so you suck souls, Nana?" Henry asked.

Lilith grabbed a french fry and nibbled it. She sort of looked like Regina when Regina stole fries from Emma's plate, like the fries were not that great, but somehow the whole basket would vanish within a few minutes with not many fries going to Emma. Once the one fry was gone, Lilith went in for more, just like Regina did.

"I've been known to take spiritual energy from humans and others, yes," Lilith answered.

"Are you…" Henry glanced over at Snow and David. Both of them shifted a little and David leaned in closer to Snow, ready to protect her at a moment's notice.

Lilith rolled her eyes. "Oh, please, relax. I'm not going to do that to them. I have no need to do it at the moment anyway."

"Okay, so not them, but anyone else?" Emma asked. She might need to watch Lilith regardless. It was not like she could trust a demon, even if Regina seemed taken with her. Besides, Regina's relatives had bad track records in town anyway.

"Oh, I won't need to do that for a while, if it is necessary at all," Lilith replied.

"And you're what, gonna let us know when it's necessary for you to kill people?" Emma arched an eyebrow.

"I don't think that's necessary, unless you really need to be included in that information. It's not as if you could stop me should I decide to tell you, though. Besides, I think you'd be dead by the time I'd need to draw out anyone's spiritual energy," Lilith replied.

Emma frowned. "And what's that supposed to mean?"

"I'm not like some vampire who needs blood every so often. I'm not some wandering succubus either looking to seduce my way through waves of men and steal their souls. I'm the zenith of what you would consider demons." Lilith pulled a face as if she smelled something bad and shook her head. "I have no need for such substance for centuries."

Emma grimaced, feeling like she insulted this demon-god-woman. It probably was not the best decision, especially considering how uncomfortable her parents still looked and Lilith had chased off the Blue Fairy. But, then she went back to her grilled cheese like all was right in the world. She even moaned when she took a bite, like this was the best thing she had ever tasted. Maybe if they kept her buried in grilled cheese sandwiches, she would never suck another soul.

"Now, this is what I've wanted for quite a while," Lilith declared with a long sigh as she placed her sandwich back on the plate.

Henry's forehead wrinkled and he leaned over a little toward Lilith. "What?" He looked like he did not want to miss her answer.

"Just sitting and sharing a meal with my granddaughter and her family," Lilith replied.

"You could've come at any time, Nana," Regina pointed out. There was a little edge in her voice. Maybe there was some bad blood. Emma leaned a little, not even realizing it, trying to put a little roadblock between Lilith and Regina.

"You know that's not true, filly. I actually very nearly made it through on Pan's Curse, but you reversed the Curse before I could get through," Lilith explained.

"And Snow's Curse?" Regina practically demanded.

"It was enacted in the Enchanted Forest. I'll explain everything about that and that happened later. For now, can we just enjoy dinner? Catch me up on your lives?" Lilith requested, giving Regina, Henry, and Emma a smile. Emma was not sure what to make of it.

"You seem to know a lot about our lives, Nana," Henry pointed out.

"Well, in Pandemonium, where I'm from, I'm able to watch different realms somewhat like a reality show. I've watched you…" Lilith reached over and caressed Henry's cheek again. He accepted it. Maybe she fascinated him. Or maybe he was just happy to have even more family. "But, watching is not knowing. Seeing is not understanding."

Henry and Regina did the heavy lifting in the conversation after that. Lilith looked like she hung on their every word. She turned to Emma every now and then, like she expected Emma to chime in, which was not hard to guess why. Regina and Henry spoke on things Emma was either a part of or knew about thanks to her false memories from Regina. Emma just was not sure what to add or say. She did not understand why Lilith paid her so much mind, especially since she was not nearly as hung up on Snow and David.

"Well, this was a lovely little meal, but I think we should all retire for the night. Regina, if you'd be so kind as to put an old woman up for the night," Lilith commented.

Regina smiled. "Well, it all depends upon who this old woman is you speak of."

Delight danced in Lilith's eyes. "Well, then. Emma if you could escort a couple of ladies and your son home."

Emma was tempted to say, "well, it all depends upon the ladies you speak of," but she did not know Lilith like that and did not want to chance getting turned into a toad. So, she shrugged, which Lilith must have taken as an affirmation because she smiled. Regina settled up the bill and they were about to be on their way when Emma's parents stopped her.

"Emma, you have to be very careful," Snow warned her in a low voice.

"Why?" Emma asked. Lilith seemed cool. She had been in town for almost an hour and had not tried to kill anyone or cast a spell, which put her ahead of a lot of villains.

"Emma," Snow let out a long exhale and looked like someone walked over her grave. "Lilith is not like anyone or thing you've ever met before. She could kill us all with a wave of her hand. She's not kidding when she said she's a god."

Despite dealing with all of this magic BS for the past three years, Emma could not really wrap her mind around "a god." Lilith did not seem all that different from everyone else, beyond the fact that people were scared shitless of her anyway. But, then again, they were that way with Rumple when he was basking in his Dark One power. Yeah, this seemed dialed up to eleven, but how bad could it be? Unless she started sucking souls or something.

"She's not kidding, Emma. You can't mess with Lilith. Watch yourself." David gave her a stern point to top off his statement.

"Emma, come on!" Henry called, waving at her from the curb.

"I'll be fine," Emma tried to assure her parents before trotting off after that Millses. Well, she hoped she would be fine. Nah, I'll be okay. Besides, Regina and Henry got my back.

-8-8-8-8-

Next time: Lilith explains her absence.