It's official, I'm completely in love with this pairing. Between the "We're back together" and Victoria's tweet about them needing a bed, I have jumped headfirst into this pairing. So naturally, I had to put my entire busy life on hold to make them happen. I am addicted to Sea Devil.

Ursula found herself grumbling, and not for the first time that evening, as she followed Cruella's wobbly steps up a narrow wooden staircase, half annoyed that the woman couldn't stay sober for five minutes and half ready to catch her anyways.

The inn they currently found themselves stuck staying in was hardly her apartment, which really wasn't saying much, all things considered. She missed her bed and her fish. Hopefully her neighbor Reese would remember to stop by and feed them every morning. At this rate, she was beginning to wonder if she would ever make it back to them at all.

Stupid Rumplestiltskin and his stupid plots that never worked. Why had she believed this one again?

Ursula was deeply regretting that decision now.

He had been correct about how they could make it into the town, and even right about the magic. She could feel it coursing through her, though she had yet to attempt to stretch her abilities. It seemed risky to dive in after going so long without using them, and she wanted to acquaint her body to the feeling again first.

Cruella, on the other hand, had immediately sought out a way to test her abilities, complaining as usual about not wishing to be ordinary for another moment. Ursula considered pointing out to her that in a town full of magical beings, she was hardly all that different, but she didn't. Apparently, no matter how much time was between them, some things still just felt off limit.

So she had stood aside and watched as her friend approached a squirrely man in glasses, bent on greeting his Dalmatian. Even Ursula was amused as Cruella sent the dog off after Regina—a little thank you gift perhaps? The man being tugged along by the leash didn't appear to think so.

Now, however, Ursula was finding herself to be at the peak of her annoyance. After getting them in, Rumple had informed them that he would need to disappear for a while to make sure he wasn't discovered, which meant they were on their own. They were responsible for finding a place to stay, which seemed absurd after all they had done to help him and all he had pleaded to get them into this insipid quaint town.

All Rumple did was point them in the direction of some inn called Granny's before sauntering off, limp completely gone.

Ursula was less than amused, because now she was stuck alone with Cruella for the first time in at least 30 years.

"I still don't see why you couldn't just get us two rooms, darling," Cruella drawled from ahead. Ursula guessed it was in response to a particularly heavy sigh she had emitted when her drunken friend flicked the edges of her coat back into her face.

"I told you, Cruella. Unlike you and your career of living off old rich crooks, I've been working hard for my money all these years. It's bad enough I've been feeding a house guest for six weeks. There's no way I can budget two rooms." She rolled her eyes.

They were walking down a hallway now, searching for room 2B, where the old huffy woman at the desk with a cross bow strapped to her back had instructed them to go. Sometimes she forgot how strange people from their world could be.

"I said I would pay you back once everything is cleared up," Cruella remarked stiffly, stopping at the door.

Ursula leaned back against the wall with a groan, knowing it might take a while for her companion to locate the key in all that fur again.

She thought about retaliating with the fact that it was unlikely anything would ever be cleared up, because Cruella had once again managed to attach herself to the quickest means of getting money, and she had been there to see all the agents taking everything away. She would be lucky if there was enough left for a sandwich at this rate.

But of course, from the way she dressed and carried herself, no one would ever be the wiser. Ursula wondered if there were any rich bachelors for her to glomp onto in Storybrooke, and she tried to ignore the notable pang in her chest at the thought.

There was no way she would let herself get sucked back into that bag of messy drama.

When they entered the room, her hope sunk again. Maybe a second room would have been a good idea. She hadn't been expecting there to only be one bed for them to share.

Maybe it wasn't too late to go find a place to sleep at the beach.

Cruella, for her part, barely shrugged. She made her way over to the bed, perching on the edge while she kicked off her heels and fanned her fur out around her like a cloud. Ursula tried not to think about all the animals who had lost their poor unfortunate lives in the name of Cruella's comfort, but she wasn't about to take away the one bit of bliss the other woman still seemed to possess after the events of the day.

"How is this going to work?" she asked, sitting down as far away from Cruella on the bed as possible.

Flashes of teeth and lips ran through her mind, like she was Proust and the bed was her Madeline cookie, opening a gateway of their past in the freshest way imaginable.

Cruella looked over at her thoughtfully, glancing down at her lips like she had earlier while she was on the phone, and again Ursula wondered just what the older woman was getting at.

"I would imagine we are going to sleep, darling. Or did you have something else in mind?" Cruella raised a perfectly defined eyebrow suggestively.

Ursula scoffed. "What makes you think I would have any interest in kissing your stanky breath again?"

"Who said anything about kissing?" Cruella drawled.

"Please, don't insult my intelligence. We both know what you were implying, and there is no way we're going back there."

"Suit yourself." The entirely blasé way she said it made Ursula's skin crawl with annoyance.

She stood and moved to her bag, intent on changing into her pajamas so she could go to bed for real before Cruella put any other unsavory ideas into her mind.

It was then, as she was pulling out her tank top and flannel pants, that Ursula realized Cruella was carefully avoiding looking at her, and she realized that Cruella had nothing else to wear.

Cruella had nothing other than what was on her person—period.

And damn it, as much as she wanted not to, she cared.

"Here," she said, tossing the set onto Cruella's lap. "I have another pair."

"It's fine," Cruella sniffed, not even looking at them. "I can sleep in this."

Ursula rolled her eyes. "You'll wrinkle it."

Cruella seemed to consider this, and surely enough, her fingers wrapped around the edges of the flannel pants thoughtfully. "I suppose if you insist."

Ursula considered pointing out that she hadn't insisted, nor would she ever if Cruella was intent on being too stubborn to take a handout when it was offered, but she knew the other woman enough to know that this was as close to a thanks as she was ever going to hear.

Cruella stood with the pajamas and made her way toward the bathroom, shoulders slightly lower than before, but Ursula said nothing about the change in demeanor.

"Make sure you wash all that gunk off your face, too," she added.

Cruella stiffened at this, tightening her grip on the pajamas and stopping her steps.

"I don't have any more to put on tomorrow."

Ursula was put off by the admission, having never expected to get such an open answer from her companion. She had only been lying to Regina on the phone, but maybe some things had changed in the past 30 years.

"I'll run across the street to that drugstore in the morning and get you some stuff." She shrugged.

Instead of answering, Cruella merely nodded, still facing the bathroom door, and swiftly made her way inside.

When she exited, however, Ursula was pleased to note that her face had been scrubbed clean of makeup, only smudges of darkness remaining where she hadn't been able to get all the caked on black off her face with merely soap and water.

Ursula had seen her like this before, but she still could not control herself from feeling shocked by Cruella's natural beauty. There was no denying that her beautifully crafted red lips and dark eyes were stunning creations, created so carefully by the woman who ached to stand out. Her love of contrast had sometimes led Ursula to wonder if her own dark skin tone had been part of what had led to Cruella's attraction to her in the first place, though she had never voiced the thought out loud to the other woman.

But Ursula always found she had a warm spot in her heart for the more exposed side of Cruella as well.

Like this, all those expectations she constantly carried herself with could be pushed to the background. Cruella probably hated how normal she looked this way, but Ursula had never cared if she was ordinary or not.

Her striking red lips seemed gentler now, showing the years of wear that had been done on her smile. Without one painted on, Cruella's sadness was more apparent.

She had clearly showered, as her hair was damp and flat against her head, halfheartedly parted in attempt to separate the colors. Cruella looked shorter somehow, smaller overall. She carried herself differently without all the extravagance.

And finally, there was her clothing. Ursula could remember only one instance where she had seen Cruella willing to stoop to wearing her clothes, and it had been a freezing cold December night when they couldn't afford to pay for heating. The clothes did not look right on her, and not just because of the size. Like it or not, Cruella's extravagance was who she was. As she laid her fur out on a chair to keep it safe, Ursula felt a pang of sadness at the shell of a person she was witnessing.

Cruella was beautiful, but slowly fading in front of her with every piece she removed.

Clearing her throat in acknowledgement, Ursula silently entered the bathroom to shower and change for the night herself.

When she returned, Cruella was under the covers, staring blankly at her fur across the room.

"It's still gonna be there when you wake up," Ursula remarked while sliding in beside her.

She stayed as far away from the other woman as possible without falling off the edge.

"Funny. I thought everything would still be there last night, yet I find myself with nothing left today," Cruella's dry voice remarked.

"If anyone tries to take it, I'll strangle them with a tentacle."

This seemed to elicit a tiny smile from Cruella. Feeling satisfied with herself, Ursula snuggled into the covers and clicked off the light, plunging them into darkness. She heard Cruella shifting beside her, and then silence.

Ten minutes later, both women were still awake. Ursula knew this because Cruella kept whimpering beside her.

"Is there a problem?" she finally asked, frustrated that her companion seemed intent on not letting her sleep.

"I'm cold," she rasped, just above a whisper.

"There's probably an extra blanket in the closet."

Cruella was quiet for a moment and did not move to get the other blanket.

"I'm not used to sleeping alone," Cruella admitted.

With a heavy sigh, Ursula realized this was not going to be an issue fixed easily. She lazily tapped into her magic, nearly melting into herself as a tentacle formed for the first time in years. She guided it through the darkness to flick on the lights.

"Last I checked, I was still right here."

"It's not the same. You couldn't be further away from me of you tried, darling, and you know it." She sniffed. Cruella was lying on her side, facing the other direction.

"Well excuse me for not being one of your rich ass old dudes ready to manhandle your body every night," she snapped.

Cruella scoffed. "As if I would ever allow myself to be manhandled. There is nothing wrong with liking my husband to hold me at night."

"Which one?"

Cruella scoffed again. "You act as if they're all interchangeable!"

"Aren't they?" Ursula countered. "Just like I was?"

The other woman finally rounded on her, turning and twisting herself in the sheets just to meet Ursula head on. "How dare you! You know it was never like that."

Frustrated, Ursula threw back the covers and slid out of bed, pacing to the other side of the room and back.

"Wasn't it? You said you loved me, you slept in my bed and touched me. But the second you realized I had nothing to my name, you left me, just like you've abandoned every man since me. Isn't that what you're doing right now?" Her mind was racing with anger, heart trying to beat out of her chest. She kept a tentacle ready just in case the organ managed to escape its flesh confines.

"That is not fair, and you know it," Cruella growled. "Rumplestiltskin left us in this world with nothing. I tried to make it work for you, but I couldn't be myself like that. I couldn't come home from some menial job making next to nothing and sit in a little closet of an apartment with you every night. I felt like nothing more than a pedestrian blending into life. It was too plain."

A tear trickled out the corner of Cruella's eye. She always loved the theatrics.

"You could have been the most plain Jane girl next door and I would have loved you," Ursula argued.

"I cannot be happy living that way!"

"Oh, that's bullshit. Our love was all I needed."

"You more than anyone should know that's not true for me. How could I accept your love when clearly it was based on you trying to stifle me?"

"Stifle you? Excuse me for trying to keep us from starving. It's not like I had a choice, Cruella!"

She was letting her frustration mix with her words, and it was a dangerous combination. Ursula knew if she didn't reign herself in soon, it would be too late. After years of holding it all in, her grievances were flooding out, pulling her back to the day when her girlfriend Cruella had packed up her few belongings and informed her that she was marrying a man who could afford to give her the life she wanted.

"I know! But you know it was the same for me. I did have a choice to make myself happy, so I took it, and if you loved me so much you should have been happy for me. You should have understood how much it meant for me to have the chance to get away from the mundane, from everything that was so ordinary."

Ursula sighed and forced herself to take a deep breath, rubbing a hand over her face. Cruella was right, she did know. She knew all about Cruella's childhood and how much it meant to her to be different at all costs. She knew it was wrong of her to have expected the other woman to just give it all up for her.

"You're right. What you did to me was messed up, Cruella. And that's a lot, coming from me. But I also should have known that I wasn't the right thing for you then. I shouldn't have tried to force you to stay when you weren't happy."

"I wish you had been enough," Cruella husked, barely audible. "Now I have no one, I'm ruined, and worst of all, there's nothing to keep me from going right back to being ordinary."

Ursula looked her over. She was sitting up in bed, hugging her legs to her chest, tears drying against her cheeks. She looked so utterly pathetic, Ursula wasn't sure if her heart was going to snap in half or if she would laugh out loud at the image.

She made her way back to the bed and sat down, pulling the covers over her lap and scooting closer to Cruella. Ursula used a tentacle to gently grasp Cruella's chin and turn her head so she was looking at her.

"My dear, trust me, there is not an ordinary bone in your body."

For the second time that night, she was treated to one of Cruella's rarely soft smiles.

"What are we doing, fighting over something that happened 30 years ago?" Ursula asked with a chuckle.

"We're very strong-willed women. It's only natural that we would need to get that out of the way first," Cruella reasoned.

"First?" This time it was Ursula who quirked an eyebrow. "What comes second?"

"Watch that tentacle, squid. I don't need an entire row of suction-cup bruises on my neck," Cruella drawled playfully.

"Make me," Ursula challenged.

With a smirk, Cruella blew her striking green breath in Ursula's face, and suddenly she felt herself being compelled to obey. The cephalopod half of her being had always been sensitive to Cruella's persuasive ways, and she wasn't about to complain.

She felt herself removing the tentacle and replacing it around Cruella's waist, tugging the other woman closer to her body.

"Much better," Cruella breathed. The green haze around her brain began to lift, and Ursula found herself face to face with Cruella.

With another satisfied smirk, Cruella pressed up bare lips against Ursula's, pulling her into a kiss that would elicit more flashbacks of supple flesh and wet tongues than she could fully process. It did not take long for Ursula to eagerly kiss back.

Together they fell back against the pillows, quickly becoming a tangle of limbs and tentacles under the covers. Their kisses grew heavier, until Ursula didn't need any rounded suckers to leave her marks along Cruella's jaw.

She grinned to herself, knowing Cruella had yet to realize what she was doing as she simultaneously pleasured her further down.

Surely Cruella would appreciate having spots of her own in the morning, and there would be nothing ordinary about that.