A/N: I wrote a backstory for Lady Tremaine. Thought you all would like to read! I do not own any of these characters, I just used them to write a story. Hope you guys enjoy! Please like, review and comment! ~ Dawntale

We all know the story of Ella. How she was mistreated by her evil stepmother and stepsisters… but were they that evil?

Seventeen year old Ara Tremaine was like anyone else in her small village in France. Happily unwedded in the fifteenth century, she spent her days washing clothes for the village children and teaching them to read and write, but also taking time to be with her own friends. Her very best friend, a maid named Karilyn, was currently married to her secret love, John. Ara would talk to Karilyn often. She was especially excited when her friend, only a year older was about to have another child. Ara had already taught Karilyn's four other children and was excited to teach this new one.

But then everything changed.

It was a cold, rainy day in the small village in France. Ara was sweeping her house when a knock came at the door. Ara put the broom aside, smoothed out her skirts, and went to answer the door.

"John!" she exclaimed when she saw who was at the door.

A man with sunken eyes and rain stained clothing stood before her.

"Shouldn't you be at home with your wife and children?"

"Ara I'm so tired," he said, falling into her arms.

Ara took him to her room, and laid him on her bed. His eyes fluttered open. Ara placed a hand on his forehead. Warm. "You OK?" she asked.

"Ah, just tired. Do you mind if I stay the night?"

"Not at all," Ara replied. "Shall I sleep in a different room?"

"No, please stay here and comfort me. A maid can always be of company to a gentleman."

Ara felt his arms pull her towards him. "John?"

But John didn't speak. Instead he whirled her around, kissing her on the lips. It was so wrong yet felt so right. She didn't stop him at all that night.

Ara awoke completely naked, John having left her in the middle of the night. Ara couldn't believe what she'd done. It was so awful. She would never forgive herself.

She finally mustered up enough strength to get out of bed and get dressed. Afterwards, she stepped outside to walk through the village. When she walked by John's house, she heard screams. Frightened, she opened the door. She walked into their bedroom to see Karilyn, on the bed, writhing in pain.

"Karilyn?" Ara said.

"I'm… giving ….birth," Karilyn stuttered.

Ara didn't know how to do the job of a midwife, but she knew she had to stay to help Karilyn.

"Take my hand, squeeze as hard as you like," Ara said softly. Karilyn squeezed hard.

Ara saw a baby come out as Karilyn pushed. She grabbed the baby and swaddled it. "Good job!" she told Karilyn, giving her her new daughter, who was wailing and crying. Karilyn looked in awe at her baby.

Then she screamed. "There's…. another," she said.

This next one came out quickly but extremely painfully. With a scream of pain, Karilyn pushed out the twin. Smiling, Karilyn held her babies. Then she died. Ara didn't notice at first, as she was too tired from helping her friend give birth, but soon enough she realized her friend had died.

Where's her husband? Ara thought, holding the two babies. She ran outside. Behind the house, in the forest, Ara saw five bodies. One of a man and the other four of children. Karilyn's family had all died today. But why had they died?

Struck by the tragedy, Ara became the mother of Karilyn's children, naming them Anastasia and Drizella.

It had been three weeks since the tragedy. Ara had gone back to Karilyn's house only to find that the bodies in the forest had disappeared. Karilyn was given a proper burial. After all of that, Ara had to focus her efforts on raising Anastasia and Drizella.

On the day that marked the third week since the tragedy, Ara awoke feeling strange. It felt almost like there was something inside her… it couldn't be.

Panicking, Ara ran across town to the midwife's cottage. The midwife was named Cait. Having had many children at the age of 25, she was the village's midwife.

"Cait!" Ara exclaimed, rushing into the cottage.

"Ara? What are you doing here?" Cait asked, walking up to her. "I don't know what's going on! I think I'm…. pregnant!"

"Oh how wonderful! Let me check," Cait said, touching her hand to Ara's stomach, feeling for a while.

Smiling she answered Ara's question with the answer Ara dreaded.

Ara walked home, scared. The midwife's prediction may have been wrong, but she knew it. She was pregnant, living alone, and had two orphans she needed to care for. Plus she had no clue who killed Karilyn's family and where their bodies had gone.

Ara left Anastasia and Drizella to play around the cottage while she went out back to the gazebo. She sat on the bench inside the gazebo. There was a well in the center of the gazebo.

Suddenly, sparks flew out of the center of the well. A ghostly figure floated out of the well. The figure was strikingly familiar to someone she knew.

"Karilyn?" Ara said.

"Arabella Tremaine. So precious. The perfect young woman. Unmarried and without children. But is she so perfect? No. She's not. She killed my family and is having the daughter I was supposed to have. She stole my twins."

"How did you know that?" Arabella gasped. "And I didn't kill your family!"

"Are you so sure Ms. Tremaine? The night you conceived with my husband do you not remember what happened? You killed him. Then you killed my children."

"Karilyn, I didn't kill them! I would never hurt them. I bet you did."

"Ah, that may seem so, but it was you." Karilyn's ghostly fingers touched Ara's forehead. Ara saw the events of that day anew. And she saw the truth.

"B-b-but I didn't…."

"You and I both know you killed them, and now you'll die the way I died." Karilyn snapped her fingers.

Ara staggered inside, pain wrenching through her body. Her stomach grew bigger and bigger as Karilyn messed with time.

Ara fell in front of the fireplace. The worst pain she'd ever felt stabbed her over and over. It lasted just a few moments but felt like forever.

Was this what death felt like?

Ara opened her eyes. She was still on the floor in front of the fireplace. She sat up slowly. She saw a figure, unmoving, in the soot.

Ara's heart leapt into her throat. She grabbed the figure and wiped the soot of with her apron. Once the soot was all gone, a beautiful blonde haired baby girl lay in her arms. The baby's breaths were slow and shallow, but she wasn't dead.

This blonde haired baby must be Ara's daughter. But how could that be?

Ara scooped up the baby and went to look in the mirror. Ara's beautiful brown hair had gone grey. Karilyn was trying to kill her, but had only ended up speeding up her aging.

Ara remembered Anastasia and Drizella. She rushed to the bedroom to thankfully see the two baby girls hadn't aged a bit. Thank god, Ara thought.

Ara held her little blonde haired girl in her arms, thinking of a name.

Ella. She'd name the girl Ella.

9 years later

Ara never married, but for the first nine years of her three daughters' lives, her brother came to live with them. He was like a father, and it hurt to let him go.

Ara treated all of her girls kindly, as she cared for them deeply. She would do whatever it took to make sure they were safe.

One day, after her brother had left, she went out back to fetch a pail of water. She heard a shuffle in the bushes. Just an animal, she thought as she pulled the full pail out of the well. But when she turned,she saw it wasn't an animal, rather it was a woman.

This woman had silvery white hair and wore blue robes, with a pink bow around her neck. She held a silver wand in her hand. Ara dropped the pail, water splashing her feet.

"Why hello Ara. It's been awhile since I've seen you," Karilyn said.

"What are you doing here?" Ara asked.

"I've turned into a fairy, I've got powers now. I will take your Ella one day and I will kill her. She should have never been born," Karilyn said.

"No!" Ara exclaimed. "Take me instead!"

But Karilyn had already vanished.

Ara did the hardest thing a mother could do to her child.

She made her daughter a servant. It was the only way she knew Ella would never get out of her sight or wander off. She didn't want Karilyn to take her precious daughter.

Over the years, Ella would play in the fireplace, cinders sticking in her hair. Anastasia and Drizella nicknamed her Cinderella.

Ara never meant to be mean or hurt her daughter, but she didn't know how else to make sure her daughter was safe.

When Cinderella is 19, the age she is in the film

Ara watched as Ella became a bright young woman, despite the way she treated her.

One day, an invitation came. The duke presented the message to them.

"Ara Tremaine, Anastasia Tremaine, Drizella Tremaine, and Ella Tremaine are cordially invited to the prince's ball, tomorrow night, where plans to pick a bride," the duke explained. "Please tell me if you are able to come."

"Why of course! Thank you so so much for the invitation. Drizella, Anastasia, and I will attend. Ella is dreadfully ill and will not be able to attend.

"The crowns hopes your daughter gets better. We fancy seeing you and the twins tomorrow night." With a bow, he left to give more invitations.

Ella had been watching this all unfold in the wings. She ran up to her mother. "A ball! Why can't I go?" Ella asked.

"Ella, I'm afraid there are just too many chores. Plus you've got nothing to wear!" Ara reasoned.

Pouting, Ella ran up to her room in the attic.

Ara knew one day Ella would betray her words and endanger her own safety. It was becoming harder and harder for Ara to keep Ella safe.

The next day was very busy. Ara had dresses made for herself and the twins, not paying attention to Ella.

After the dresses had been made, Ella walked to Ara in a fancy dress. Frightened that Ella might be able to go to the ball, she painfully had her girls rip the dress to shreds. With nothing to wear and a house to clean, poor Ella had to stay home from the ball.

Leaving Ella alone was the worst thing Ara could've done.

Ella walked outside and wept on the gazebo bench. A fairy appeared next to her. Karilyn.

Karilyn comforted her and earned Ella's trust.

Unknowing, Ella had just made the worst mistake of her life.