A/N: to those who are waiting for updates for The Change, don't worry I haven't given up, I'm just in a fairy tale mood at the moment.

In Her Darkest Hour

I don't own Once Upon a Time or the story idea. I just wanted to mix things up and add my own twists and turns.

Once upon a time…

In the kingdom of Summerland lived a king named Henry, who was married to a beautiful woman named Cora. Together they had a daughter named Regina, who was the fairest in all of the realms. Both Henry and Cora loved Regina with all of their hearts and went out of their way to give her what her heart desired most. However, Regina was a virtuous child, who never wanted for much. She had her parents' love and to her that was the greatest of gifts. The only thing she really sought after was horse riding lessons for she loved horses with all of her heart. Her parents always indulging her granted her this one wish.

Apart from her love of horseback riding, Regina was very busy with learning states craft as she was the only heir to the Summerland kingdom. She was raised to one day rule her country. Her father taught her how to love and respect her subjects and from her mother she studied how to be firm and unwavering. In this way she was taught how to be both a mother and a father to her people.

When she was eight, she suffered a tragedy that cut short her time as a child. She lost her father in a great battle with the people of the east. From all eye witness accounts, his body was completely destroyed by a powerful wave of magic save for only his left hand and right ear. These two remaining body parts were shipped back to Regina and her mother. Together they put the remains in a box to be placed in the royal family tomb.

Since the death of her father, Regina's mother had to step in as regent until Regina became of age. However, her mother had made sure that Regina would be in court from time to time to listen to plights of her people so she could see the woes of her kingdom and learn how to help solve them.

When Regina reached the age of twelve, her mother granted her permission to seek out a lady-in-waiting to help tend to her needs. In the course of many interviews in the guise of tea parties and being introduced to many women the ranged from her age and older, Regina finally settled on a girl about four years her senior by the name of Maleficent. They took to each other like a fish to water. Being with Maleficent sparked a streak of adventure in Regina as she strived to discover new things. Sometimes this would cause her get in trouble with her mother. She both cared and not cared. She hated to disappoint her mother, but she also loved her independence. Running a kingdom was something she knew she would have to do eventually and she loved being in court, but at times she just wanted to escape the confines of her duties and just be herself. She mostly found this sense of freedom on the back of a horse. Luckily for her, her lady-in-waiting also enjoyed the pleasures of riding horseback so the two fast friends could often escape together for a daily adventure.

Their exploits on horseback mostly took them into the enchanted forest as they searched for magical creatures or places. In their hunt to observe magical things, Regina was rather amused by Maleficent's unceasing desire to see a unicorn. Regina on the other hand enjoyed looking for fairies. Due to their desires to learn about magic, both of them studied up on different magical beings, plants, and locations as extensively as they could within the confines of what the Library in Summerland's castle could offer. When they discovered something interesting in a book, they would go out to see if they could find it.

One day when Regina was at the age of fourteen, she and Maleficent were in the Enchanted Forest looking for some wolfsbane. During their search, they came across a fairly large cabin that they had never seen before. Curious, Regina approached the cabin knocked on the door. In part, she wanted to know who was behind the door, but she also wanted to know if the people who lived there knew where she could find what she was looking for.

The door opened and Maleficent's life would ever be changed. For standing there in the doorway was the most beautiful young maiden the she had ever seen. She was merely ten but she was as beautiful as any rose. She was intrinsically drawn to the maiden but she had no idea why. For she usually found those much younger than herself to be constant brats and had little patience for them; Regina was an exception to the rule because they were kindred spirits.

The young maiden invited them in and offered them refreshments from their journeys. They accepted the offer with their thanks. As she went about fixing them something, three women dressed in varies colors from green, blue and red approached the pair and greeted them with obvious suspicion, much to Regina's great annoyance. If anything she wanted these women's trust not for her own gain but because a sign of a good ruler is someone who has the trust of others.

Gaining their confidence meant giving her trust to them. This choice was easy for Regina make because of what she observed as she watched them interact with the young maiden. They would often lovingly glance over to where the young maiden ran off to every now and again. The conviction that she had about these ladies lead her to decide to entrust her personal quest to them. She told them who she was and what she was looking for, and they gladly told her what she needed to know. Regina thanked them and then asked if she could come by and see them again. The three women weren't pleased by this and Regina had sensed this. A feeling in her gut told her that these women were in hiding. Relying on her instincts, Regina told the three women that she would not betray them and that their secret was safe with her because she offered her word as the future ruler of the Summerland.

It took a promise of the same from Maleficent in order for the three women to open up. It turned out that they were fairies much to Regina's joy. She wanted to learn more about them but refrained from asking a bunch of questions right then so she could get their full story as to how they came to live in the cabin in the woods. After revealing themselves to be fairies, they went on to say that they were originally from Autumnland about ten years ago. Regina tried to rack her brain to see if she recalled any news from the Autumnland kingdom from ten years ago, but alas she was just too young. All she knew of the land of the west was the fact the king and queen were very fearful people for some reason and had a hate for spindles. They were forever trading with the neighboring kingdoms for cloth to clothe their people.

However, as the fairies went on with their story, Regina began to understand where the fear came from. Apparently the king and queen held a celebration for the birth of their only daughter, Aurora, who was a miracle. For the king and queen had tried so hard for many years to conceive a child. They had invited those of both royal and common blood as well as the fairies from all over. At the end of the fairies' gift giving, an unexpected visitor poofed in by the name of Rumpelstiltskin. He said he felt slighted at not getting an invite, but really he could have cared less. His main goal was just to cause mischief and he did. Just because he could, he placed a curse on Aurora that on her sixteenth birthday she would prick her finger on a spinning wheel and die. Unfortunately, every fairy in the realm had already given their gifts and couldn't undo what Rumpelstiltskin has done. Seeing as they had time, the king and queen ordered all the spinning wheels to be destroyed in the kingdom and that their daughter be kept in hiding until after her sixteenth birthday.

At this time in the tale, the young maiden came in from gathering some berries and sat among the older women, who thanked the girl they called Briar Rose. She smiled at them and left to get herself cleaned up. A silence fell on all five women until the fairy in green mentioned how they have been guarding the princess ever since. At this point, Maleficent had heard enough because it pained her heart for some unknown reason to hear of the young blonde's plight. After much thinking on her part, Maleficent stood from her chair and demanded to be taught the ways of fairy magic.

The three fairies looked at her as if she had grown horns from her head because a mere human could not harness or understand the powers of the fairy. However, Maleficent would not be deterred. Upon sitting back in her seat, she had explained how she had fairy blood in her ancestry from her grandmother, who was a fallen fairy. Her grandmother had dared to fall in love with a human and forgo her life as a fairy. Although she was fallen, she still maintained some of her magical powers.

Shock came to Regina as she heard her friend's confession. Although, she felt some anger at the secret her friend had kept from her, she still had awe for her. On the other hand Flora, Fauna, and Merryweather were hesitant to accept the confession because a fallen fairy and her off springs were held with some condemnation because a fairy had duties to fulfill and falling in love was not in the picture. Yet these fairies thought on their younger sister Astrid, who had fallen in love with a dwarf of all things. They had never seen such a heartbroken fairy and blamed the Blue Fairy for the distress she caused their sister. From that day on they viewed the ideals of the fairy differently. They were supposed to be supporters of true love, but they could never partake in it themselves or even embrace the concept. How were they to understand and encourage true love when they could not have it or experience it for themselves?

They thought on their young charge. The Blue fairy was not pleased to have three of her finest fairies out of commission for sixteen years so they could focus on one single child. There were many other children and pure souls in the world that needed fairy help. In the end, she did relent knowing the dark powers Rumpelstilskin held and how important the young girl was for the kingdom of Autumnland.

After a silent deliberation, the three fairies asked why Maleficent wanted to learn magic. To this Maleficent said she wanted to help in protecting Briar Rose. She figured that if she learned fairy magic, and learned it well, she could perhaps undo a little of the curse Rumpelstiltskin had placed upon the child. At this the three fairies wanted to know what the woman had in mind. Maleficent said that she would have Aurora sleep instead of dying upon touching a spindle and that she would only be awoken by true love's kiss.

Upon hearing this, the three fairies agreed. Regina felt like an outsider then. She asked if she could be taught magic too. There was no fairy magic in her that she knew of, but she wanted to learn the basics that even humans could do. Maleficent argued on her behalf and the fairies agreed yet again because Regina showed much virtue.

And so it was that Regina began her magical training on top of her other duties. For three years Regina and Maleficent went to the cabin in the woods and was taught magic. Regina learned many healing technics from herbs and magic once she found her own kind. It took a while for her power to be unleashed and Regina feared that she didn't have any. However, it didn't come to her until she felt the need to protect something. It took Maleficent threatening her beloved horse with slaughter for her magic to appear. Her lady-in-waiting was quite pleased at her friend.

As for Maleficent, she found her magic much quicker than Regina's. Due her determination to protect the young maiden from certain doom, she was able to hone her magic very quickly. During the days where she would practice magic, she would get to know the girl she was trying to save. They didn't talk much, but when they did, Briar Rose was filled with so many questions for Maleficent, and she gladly answered every single one. Apart from their conversations, Maleficent loved to watch the girl sing and dance for her. All the while she could not understand the fascination she had with the girl. She mostly chalked it up to some gift a fairy must have placed on the girl when she was younger. Whatever connection she had with the girl, she didn't care.

It was a little over three years of training that Maleficent was able to place her remedy gift on Briar Rose upon her birthday. After the spell was successfully placed, every occupant in the cabin seemed to breathe a sigh of relief. Regina seemed so much more hopeful for the future than she once was. Seeing this brought her a certain calm. She knew that in less than a year she would take over for her mother in ruling the land. Although it was a burden to her, she willing accepted it. She was also grateful to her mother, who had assisted her thus far and will continue to as an adviser until she turns twenty-one to make the transition easier for everyone.

She took a step out from the cabin in the woods and took a short walk to a clearing. Inhaling the sweet and intoxicating smell of the forest, she never felt more content and excited for the future. All she saw was blue skies.