Trigger warnings: Child abuse (past and referenced/implied, nothing explicit) and abandonment issues.

A/N: A retelling/reimagining of H.C. Andersen's story with the same name because I needed a happy ending. Takes place somewhere in the middle of the 1800s.

It was the last day of the year and winter had struck with vengeance. People scurried through the town, the crowds slowly but surely thinning out as the year came to a close and they sought to get home to their family and their loved ones.

In the corner of one of the streets, where a house shot out and provided a little cover, a blonde girl sat in the snow, her bare feet tucked in under her scrawny body for warmth. She was cold, so very cold, her hands long since having gone numb. The rags she wore did very little to ward off the cold, biting wind, but what little she had she drew closer, trying to calm her chattering teeth.

She had been sent out to sell matches, but had been without luck and her apron was still as full of match packages as it had been when she had left. Despite the harsh weather and the generous nature of the holidays, no one had bought from her. The wealthy hadn't seen her over their high-held noses and the less well off had been too busy with their own problems to give her a passing glance.

The air was getting colder by the minute, but she didn't dare to go home. Her foster father would surely beat her for not selling any matches and besides, it was almost as cold at her foster family's home as it was outside, the house barely being anything more than a rickety shed. There was nothing for her there.

Pulling her clothes even closer, she thought of her matches, how much even one of them would warm her; she still had plenty left after all. She drew a match against the wall and the flame sputtered to life, warming her aching hands and face and suddenly she wasn't in the cold street anymore but in front of a roaring fire. Stretching out her feet towards it, she could feel the amazing warmth lick her numb, battered skin, tendering to it with gentle caresses.

But the match soon went out and the fire disappeared, leaving her alone in the snow. She drew another, hoping to see that wonderful fire again. The small match lit up with its ghostly glow and she found herself in the home of the first family that took her in, the Swans, snuggled into an embrace from her foster mother. A large Christmas tree stood in front of her. It was the one she had always wanted, lush and sparkling like the one she had seen once in a rich merchant's home. She felt so safe, so cared for and a wide, beaming smile curved up her pale lips.

When the match went out once more, she was quick to light another. A table covered with food appeared before her and she marveled at all the different kinds she'd only dreamed of. Meat, fruits, bread and much more she didn't know the name of. Her mouth watered and her stomach growled and she reached out to it. Just then, a gust of wind hit the corner she sat in, extinguishing the match and darkness settled around her.

"No," she whimpered, hand still stretched out, shaking from the terrible cold. She reached for another, managing to light it after a few tries.

The flickering flame came to life and she saw someone walking towards her. The girl's eyes grew round as she peered at the woman. She was impeccably dressed with deep, chocolate eyes and red, full lips that the girl knew would form into the warmest of smiles. She didn't know the woman's name, but she knew who she was.

"I've always dreamed about you," the girl said reverently, staring in awe at the beautiful woman, but the match was almost burned out and the woman turned to leave.

"No," she cried, "please don't leave," and she lit another match for she knew that the woman would disappear otherwise, just like the fire and the tree and the table full of food.

The woman stopped and looked over her shoulder with an unreadable expression.

"I want to go home with you," the girl pleaded and lit the rest of the bundle of matches, desperate for the woman to stay. "Please say you'll keep me. I'll be good, I promise. Just let me stay." Tears were rolling down her cheeks but her face was too numb with cold to feel it.

And the woman gave her such a kind and understanding smile that the girl let out a little laugh between sniffs because she knew she would get a home, a real home, where someone loved her and wanted her.

The girl awoke, confused. She lay between blankets, somewhere where the snow didn't touch her and the air didn't torture her skin. Despite that, her body was still cold to her bones and she shivered uncontrollably. She curled into herself, trying to lessen the pain in her aching limbs.

Prying open her eyes, she saw a woman sitting beside her bed. The girl's heart leaped to her throat as she remembered her, the warm, brown eyes and the blood red lips.

She tried to speak but her throat was raw and hurt and all that came out were coughs.

"Don't try to speak, girl," the woman murmured. "You need to rest."

Darkness enveloped her soon thereafter, lulling her into a deep, dreamless sleep.

When she came to again, she was sweating and everything was too warm and too cold but when she opened her eyes the woman was still there. The girl shifted, trying to reach for her, wanting to make sure that the woman was real and not another hallucination.

But the woman stilled her hand and put it back under the covers. "Stop that. You have a high fever. Get back to sleep and you'll be well soon."

"W-will you– stay?" the girl managed to croak before the coughing took over again.

"I'll be right here. Now go back to sleep."

It was all she needed to know to fall back asleep, safe in the knowledge that someone was watching over her.

It continued for a while – for how long, the girl didn't know – waking up, sometimes drinking a little water or some kind of medicine and then going back to sleep.

The fever slowly receded, leaving her tired and hungry but otherwise well.

When she awoke, feeling stronger than before and her caregiver was nowhere in sight, she decided to have a look around. Apparently, she was in bed somewhere that was decidedly not her foster parents' house. Whoever lived here was well off and the notion filled her with both awe and repulsion.

With a groan, she pulled off the covers and sat up in bed. Her body had been relieved of the rags she'd worn before and instead she wore a plain but clean shift. Something warmed pleasantly inside her; someone had actually taken care of her.

Her feet connected with the chilly floor and her legs almost gave out under her, but with a few stumbling steps she managed to make her way over to the doorway, leaning on the wall to keep her steady.

The house was too clean, too well-kept and too richly decorated. Her fingers twitched at the sight of so many riches, things that when sold could feed her for weeks or give her a new cape or a pair of shoes. It disgusted her that she'd been let in here, an orphan and a thief and she figured it would be best if she just left before she wore out her welcome.

It didn't feel right, being in someone else's house like this and somehow she felt more like the orphan she was now than she did dressed in rags, out on the street. Soon, the man in the house would find her and throw her out like the rest of the garbage, and that was if she was lucky.

"What are you doing?" a sharp voice called out behind her and the girl nearly fell when she spun around, already guilty for even thinking of stealing from her caregiver.

"You shouldn't be up, girl," the woman chided her, walking up to her and ushering her back to the bed.

"I'm sorry," the girl mumbled when she was being tucked in. "I... thank you. For taking care of me. You really didn't have to."

The woman scoffed, straightening up when she finished. "You were half-dead from the cold. I'd rather not have a dead child on my conscience."

"I'm not a child," the girl argued and attempted to sit up but the woman pushed her back down with a reproachful look. "And my name is Emma. Emma Swan."

"Regardless of your age or your name, Miss Swan, you are still very weak and you still require rest. I don't want you wandering around and passing out on my floor." She stood up and turned to leave.

"At least tell me your name," Emma asked the retreating form of her caretaker.

"Regina Mills," came the response, just before the door closed with a click and Emma was alone again.

"Regina Mills", Emma repeated quietly to herself, almost tasting the sound of it. That was the name of the reclusive painter that lived in the outskirts of the town, rarely seen but often talked about. Being a female artist living alone, she was a frequent object of gossip.

Emma's heart sank as she thought back on the visions she'd had those nights before, out in that cold street corner. Nothing of it had been real; Regina was a real woman and not someone from Emma's hopes and dreams. She wouldn't let her stay and it wouldn't take long until Emma would be sent back to her foster home, to beatings and scoldings, cold nights and constant hunger.

"When will you send me away?" Emma finally asked when they were sitting around the dinner table, sharing a meal when Emma had gotten strong enough to leave the bed. She knew she should enjoy it, but the thought of going back out into the cold turned the food into ash in her mouth.

Regina froze for just a moment, her fork suspended half-way to her mouth. "Do you want to leave?" she asked and replaced the fork on her plate.

Emma, who had watched her caretaker with badly hidden dejection, blinked and averted her eyes, completely taken aback by Regina's direct question. She didn't want to leave, but what she wanted didn't matter. Wanting was dangerous and was only yet another weakness for someone to exploit and destroy.

Instead, she said, "my foster father will come for me." She never called him father, for a father would be good and caring and her foster father was a cruel, unlovable man.

"I see."

The silence was thick and heavy and suffocating, but neither woman found anything to say.

It wasn't until the last of the food was eaten that Regina broke the silence, her voice soft and a sad, wistful smile playing on her lips. "Perhaps we're not so different, you and I, Miss Swan."

Emma looked at her as if she'd grown another head. She was nothing more than a street urchin, a plague on the poor souls that had to keep her alive while Regina was a painter, high enough on the social ladder to have nothing less than an estate filled with antique statues and beautiful paintings and all sorts of things Emma could only dream about.

It started a fire in Emma's chest, a fire of anger and hate towards the injustice and towards this woman who thought she could bemoan her own life and suddenly be on the same level as a hungry orphan. "Oh?" she bit out.

"I often didn't want to go home to my parents, either," Regina said and though the words sound mundane, her eyes told of a much deeper meaning, of sorrow and pain and wounds that never fully healed.

If Emma had been calm, perhaps she would have seen it, but her anger clouded her eyes and all she could see were stiff upper class men in hats and expensive coats unwilling to part with a single coin and snippy women in fancy dresses scrunching up their noses at her dirty rags.

"We are nothing alike," she snapped, standing up abruptly and slamming her palms down on the table. "You had parents; you had a home. Did you go to bed hungry every night? Were you unable to fall asleep because of the bruises your father gave you? And now you live in this mansion and you think you can compare yourself with me?"

Regina's eyes was hard and her lips were drawn to a thin line. "Do not think you know anything about me," she warned in a low tone, "when all you've seen is this." She spat the last word, gesturing at the house around her. "You're just as bad as the others."

Without sparing a glance, she walked out of the room, leaving a wide-eyed Emma whose anger was all but gone.

Emma found her in one of the smaller rooms on the second floor. She was painting, her brush flying over the canvas in wide, aggressive strokes. Her face was a mask of contained anger and the eyes that met Emma when she entered was anything but welcoming. After a beat, she went back to her painting, ignoring the intruder.

"I'm sorry," Emma mumbled and ducked her head, eyes on the floor. She'd been wrong to lash out at the woman who had done nothing but show her hospitality for her whole visit and the mere notion that Regina had had a childhood anywhere like Emma's turned her stomach. "I shouldn't have said that. It's just, you look so much like everyone that looks down on me, that sees me as nothing more than a ugly smudge on their pristine town. But at the same time..." She paused and looked up, searching for words. "You're not. You don't see me as they do."

Regina sighed, dropping her hands to her sides. "I did have a home and I did have parents. My father didn't beat me." Emma already knew what came next; the clenched jaw, the glassy eyes and the way she unconsciously touched her fingers. "My mother was not as kind. She wanted to give me my best chance and that meant strict discipline." Her voice was flat and emotionless. "She wanted great things for me. Money, power, influence."

She raised her hand again, a far away look in her eyes as she ran the brush slowly and carelessly over the canvas. "I only wanted to paint. I wanted to see the world and record it, interpret it and show others how I viewed it." She gave a mirthless little laugh. "Ironically, it was the money I inherited from her that made it possible for me to finally take up painting."

Unsure of what to say, Emma padded up to Regina, curious so see what she was painting. She almost flinched as two eyes, hard as flint, stared back at her from the canvas. It was a portrait of a woman, all hard lines and sharp features, who looked vaguely like Regina.

"Is this–"

"My mother," Regina filled in.

"But she's– why are you painting her?"

Regina tilted her head, a toothy smile creeping onto her lips, not reaching her eyes.

"To burn it, of course."

The next day, loud knocks on the front door heralded the arrival that Emma had dreaded ever since she came to stay with Regina.

"Ma'am," he grunted, giving a nod that's barely noticeable. "I'm told Emma is here."

"Good morning," Regina greeted coolly. "And who would you be?"

"I'm her father," he said and straightened up, pulling on his ragged coat. "She's run away from home again. Sorry for the trouble." He sounded more annoyed and impatient than sorry, shifting from foot to foot where he stood.

"Ah, the foster father," she nodded, lips curling up when the man's expression grew sour. "Mister...?"

"Jenkins," he gritted out. "Just get Emma over here and I'll be out of your hair."

Regina appeared to mull over his words for a few moments until she answered a simple, "no."

"What?"

"Miss Swan will not be coming with you, Mister Jenkins. You will need to find someone else to use for cheap labor."

A slap echoed through the large mansion and Regina gasped, stumbling back and holding her cheek.

"Someone should teach you respect, whore. I'll find her myself," he grunted and marched past her, giving her a hard shove as he passed her.

Emma saw Regina fall to the ground and immediately sprung to action.

"Don't touch her!" she yelled, running over to stand protectively between her foster father and Regina. Emma wasn't sure what she could do – he was much larger than her and she was still weak from the fever, but she wouldn't let anything happen to Regina. It was the least she could do.

Regina chuckled, getting to her feet with Emma's help. "I'm sorry, Mister Jenkins," she rasped with a wide grin that stood in stark contrast to the angry red mark that marred her cheek. "It seemed we got off on the wrong foot. Let me attempt to rectify my mistake."

Both Emma and her foster father stared at Regina in surprise and confusion as she calmly walked over to a small cabinet on the wall.

"Now," she said and turned around, smile still present but now there was a gun in her hand. "You will leave. Now. Miss Swan will not join you. Do we have an understanding?"

Jenkins stared at the gun, shaking his head. "You're insane, woman. I should have known. And you," he turned to snarl at Emma, "if I ever see you again I'll beat you so hard you'll never be able to walk again."

After a pointed wave of the gun, Jenkins hurried out of the mansion, muttering and throwing glances behind him.

Regina's expression was grim when she closed the door. "If he comes back..."

"He won't. He's a coward, he wouldn't risk it." Emma dared a few more steps towards her hostess, tentatively touching Regina's hand with her own. "Thank you. You didn't–"

"I did," Regina insisted, her eyes boring into Emma's. "I won't let you suffer with him anymore."

Regina's gaze was so intense that Emma had to avert her eyes, a blush forming on her cheeks. "Thank you anyway. I don't know how I can repay you but I will, somehow."

"That," Regina gave her a small smile and took Emma's hand like she had the first time they met, "is something we can discuss later."

They sat in comfortable silence in the living room, watching the beautiful winter landscape outside. Regina's cheek had almost gone back to its usual color, leaving only a faint pink discoloration.

"What happens now?" Emma asked, curled up in one of the sofas, watching the snow fall.

"What would you like happened?" Regina asked, her eyes fixed on Emma with an unreadable look.

Emma huffed, turning to meet Regina's gaze. "Do you always do that? Answer questions with another question?"

"Sometimes," Regina replied, the corners of her lips turning up in amusement. "But the point still stands. I won't force you to do anything."

"Oh." Emma bit her lip, frowning. There were many things she wanted to do, of course, but one in particular stood out. It was the one thing she had asked Regina for the first time they'd met.

When Regina spoke again, her voice was low and tentative, lacking her usual strong, demanding tone. "You could stay here, if you'd like, for as long as you'd like." She blushed at her own words and sat up straighter in an attempt to hide how flustered she felt. "I mean, the mansion is large enough for family and it's really no bother having you around."

Emma's eyes lit up with hope, unable to quench it as she usually did. "Are you sure–"

"I'm perfectly sure," Regina cut her off firmly. "You are pleasant company – most of the times," she gave Emma a pointed look, amusement twinkling in her eyes, "and I do enjoy cooking for someone beside myself."

"Oh," Emma breathed, barely able to keep her tears at bay. She would have a place to live, a home, someone who wanted her. "Thank you, I-I'd love that," she said, voice cracking at the end.

Regina simply smiled, just as warm and beautiful as Emma had pictured it.

"They won't like it though," Emma mumbled after a while. "The townsfolk, I mean. Two unmarried women living together, an orphan and a painter." She chuckled despite herself; it sounded so ridiculous when she said it out loud.

Regina scoffed. "I've always been a pariah here, Miss Swan, and I'm quite used to it by now. As you say, an unmarried woman – and a painter no less – is frowned upon. The only reason I haven't been bothered much is because I keep out of sight, out of mind." She pursed her lips, glancing out through the window. "I have thought about moving, though."

And just like that, Emma's dreams shattered. Regina would leave and she would be alone again. She should have known better than to rely on her hope; it always failed her.

"Don't worry, Miss Swan," Regina gently assured her, recognizing the way Emma's face lost all its shine in an instant. "You would come with me, of course, if you want to."

"Oh," Emma swallowed, relaxing her stiff body. Maybe it would be alright after all. "Where would you go?"

A wistful smile crept up on Regina's full lips and she turned her gaze to the snowy landscape outside. "The town I grew up in. It's small, but the inhabitants are quite nice and very open-minded."

"Why did you move?" Emma asked before she could stop herself. She could already figure it out.

Regina was quiet for a few moments before responding. "Mother, among other things. She lived there before she died a few years back. But now, now I can sell her old house and find a place of my own."

"That sounds wonderful," Emma whispered, already loving how Regina's eyes lit up when she talked about her hometown.

"It is. It will be, I think." She turned and gave Emma a warm smile.

"So, what's the town called?"

Regina's smile widened. "Storybrooke."

A/N: I kind of want to continue this but I'm not sure if I should. I know basically squat about life in 19th century Maine (or in the US at all for that matter) and I do want to write it fairly realistic. Still, my fingers itch to find out what happens in Storybrooke.