Disclaimer: I do not own Once Upon A time or anything from it. This is simply for the fans entertainment and the antidote for my bordom.

Basic Summary: Following the last episode of Once upon a time with a few twists but goes mainly by canon. No Swan Queen or Dragon Queen. Canon pairings. Maleficent is back and out for vengance against Snow white, Charming and anyone who stands in her way. Snow never told Regina that Maleficent lost her child because of them or that Mal was back at all. Regina runs into Maleficent on her way home from work and Mal is surprisingly only slightly angry that Regina held her captive for twenty-eight years. Regina invites Mal over to her place and Mal reluntantly accepts, not sure whether or not to trust Regina despite that they were friends back in the enchanted forest. Mal tells Regina that she's going after Snow and her family and why, Regina attempts to talk some sense into her but Mal is insistant.


Regina was finishing up some paperwork in her office when her phone rang, she saw it was Emma and picked up,"Hello Miss Swan, what can I do for you tonight?" she asked before Emma could say anything.

"Hello to you too Regina, seriously would you drop it with the 'Miss Swan' stuff already, geez. Anyway, I just called to see if you wanted to come to Granny's with Henry and I for a hot chocolate?" Emma replied and Regina sighed.

"I'd love to but I can't, I've gotta finish this paperwork and I'm exhausted as it is. Look I'm sorry, I really do appreciate the offer and you know I'd love to spend time with Henry but tonight is just not a good night." Regina told her.

"Alright, I understand. Maybe another time, was there something you'd like me to tell Henry for you? I'd let you talk to him but he's walking up ahead with my mom so..." Emma asked through the phone.

"No, that's okay. Um, tell him I love him and I'll take him for lunch or something tomorrow... and Miss-Emma, thanks again for inviting me." Regina replied with a small yawn.

"No problem but you sound really tired so I'll let you get back to it. Talk to you later, bye." Emma said and hung up before Regina could say anything.

"Ugh, forget it. I'll finish this in the morning before I take Henry out." Regina muttered to herself before making her way home.

She was on her way home when suddenly she slamed on the brakes and got outta the car,"Maleficent? Is that you?" Regina gasped in complete shock and having heard her name, Maleficent turned to see Regina.

"Please. Who else would it be? Of course its me dear but you do look different. Not like someone who's been locked in a cave for 28 years, that's for sure." she replied snarkily and Regina flinched slightly.

"Yes well, I apologize for that my friend but I couldn't very well have you flying around burning everything to the ground now could I?" Regina apologized with a friendly smile.

"No, I suppose not but you could've at least locked me up somewhere more cozy. So I hear from Cruella and Ursula that you're reformed? What's that about and can I trust you to stay out of my way? Because I have something I must do." Maleficent replied.

"Yes I am reformed and it's about my son because I don't want him to hate me. As for if you can trust me or not depends on what that something is that you must do. Why don't you come to my house and we can talk more there. Besides, you could use a different outfit. That was fine back home but we're not in the enchanted forest anymore and no offense dear but you look more evil than Cruella and that's saying something." Regina said the last part in a playful tone making Maleficent laugh.

"Oh no dear, saying I look more evil than you... well used to look. Now that would be saying something." she laughed again and Regina snickered,"Good point. Get in and I'll show you around on the way."

"What kind of carrige is that?" Maleficent asked and Regina giggled,"Its called a car, now come on. Get in."

"Ugh, fine. It would be so much easier if I just poofed myself there or flew." Maleficent groaned.

"No Mal, no flying or fire-breathing or any of that dragon stuff. At least not around me, I have a hard enough time as it is getting people to trust me around here without you poofing or flying around making people think I released my dragon friend from below the town. So there will be no poofing or flying of any sort around me." Regina told her and Mal made a face.

"Well aren't we little miss goody-two shoes. Did Snow finally get to you or something?" Mal teased and Regina glared playfully at her.

"No, I just want to be better. For Henry." Regina told her and Mal smiled,"You named him after your father? That's so sweet."

"Thank you, I'm glad you approve. Now, here's the thing. The savior is Henry's birth mother but I didn't find that out until one day when he took off to boston which is a city in this new world that's about 4 or 5 hours from here and she brought him back. Once she got here though, she wouldn't leave and she's been here ever since so we sort of share Henry." Regina explained and Mal gasped.

"The savior? Oh you mean the one who pathetically tried to shoot me with some weird little contraption before realising a sword was probably better?" she asked and Regina laughed.

"Emma tried to use her gun on you? In your dragon form? Wow, she's more nuts than I thought. Nuts or extremely brave." Regina laughed again and Mal glared at her.

"Oh yes, laugh it up but soon enough it won't matter. you'll see." Mal said with venom in her voice and Regina wanted to agree with her but she had to remind herself that if she wanted her happy ending then she couldn't revert to her old ways.

"Look Mal, I know how irritating Emma Swan can be and believe me there were times where I wanted nothing more than to end her and her entire family but then I realized that Henry would hate me and that is one thing I couldn't bare. I know you want your happy ending as much as I do if not more but that is not going to help you get it, I learned that the hard way. Anyway, we're here. Welcome to my home, my dearest friend." Regina told her and Mal snickered.

"Still living like a queen I see." she replied and Regina smirked,"You know it, C'mon."

Maleficent followed Regina inside and looked around before Regina grabbed her hand and pulled her into the living room.

"So, tell me what this thing you must do is?" Regina asked as she got them each a glass of wine,"Its really quite simple. I'm going to kill everyone Snow white loves, watch as she suffers painfully and then I'm going to kill her. Oh but don't worry, I won't touch Henry. I could never come between a mother and her child unlike Snow White." Mal told her and when she mentioned Henry Regina almost choked on her wine.

"What do you mean 'Unlike Snow'?" Regina asked after she composed herself.

"She didn't tell you? Well basically, You know the savior is the product of true love but what you probably don't know is that because of that Emma has great potential for the possibility of becoming good but also possibly becoming a villian. Anyway back home before your curse Ursula, Cruella and I went to Snow and Charming to make a deal. We led them to the tree of wisdom and they asked it how we could stop your curse but because Emma was the product of true love, her future was not set in stone and so the tree knocked them back." she explained and took a sip of her wine before continuing.

"Later that night I payed the charming's a little visit. I made sure that her prince wouldn't wake until morning and Snow woke on her own. What's important here is that I went to Snow seeking her help, thinking she'd understand because she was a hero and soon to be mother and I'd found out that we had at least one thing in common. We were both going to be mothers and I wanted to make sure my child would have been safe but Snow refused, said that she would do everything in her power to save her child but that she wouldn't become like me to do it. She has her child, two of them so I hear while I am childless because of her and Charming and now I'm going to make them suffer as they made me suffer." she explained and Regina was nearly in tears as she threw her arms around Mal.

"I'm so sorry Maleficent, my friend but please don't do this. They are not as easy to kill as you think and besides there is another way, start over. I'm not saying forget what they did, I mean how could you but it dosen't have to be this way. Start over and you can have more children, you can have your happy ending but trust me, this is not it. If you do this, they will end up killing you because you'll give them no choice. I know you, you won't give up until they're dead or you are and trust me they'll kill you. Please, please Mal listen to me. You're my one true best friend and I don't want to lose you but I will if you do this, you once told me that if I cast the dark curse that it would leave me with an empty void I would never be able to fill and you were right. Then I found Henry which I thought would fill the void but it didn't, not at first. In fact, until after Emma broke the curse he hated me because he somehow knew I was the evil queen. You tried to tell me once and I didn't listen and payed the price because of it just like you said I would. I should have listened to you and I didn't and I am so sorry but now I need you to listen to me, I'm asking-no begging you. Please, Please Mal don't make the same mistakes I did. I can help you start over but only if you listen to me." Regina begged barely holding back her sobs for her friend's tragedy while Maleficent wanted to be angry with her but instead all she could do was hug Regina back.

"What am I supposed to do Gina, just let her get away with it?" Mal asked attempting to hold back tears of her own,"No, you shouldn't have to but you do if you want get anywhere and still be alive. There are more ways of having a child in this world than back home and I can help but you have to trust me. You think Henry just appeared in my arms one day, No, I adopted him. I didn't even know he was Emma's until eleven years after I adopted him. The point is, you don't need a man to have a kid here like you did back home. Its an option but its not the only way. If you start over I can help you but only if you take the advice you once gave me, don't do this Mal please. Let me help you." Regina explained.

"No! No, Gina. She has to pay for what she did to me." Mal screeched and Regina tried to calm her,"And she will but not like this. Think Mal, she may not feel it now but one of these days the guilt is going to get to her and its going to eat at her insides until there is nothing left but until then you need to be strong."

"Okay Mal?"

"Okay Regina, I'll try."