Author's Note: Hey guys, I'm new to this fanfiction writing thing. This is my very first story, so please review and be gentle with your critiques. I got this idea randomly after watching 2x02, "We Are Both". I decided I wasn't satisfied with how they left Regina hanging, so I decided to fill in some blanks of my own, concerning her life history. It may seem strange, but give it a try, and maybe you'll end up liking it. Standard disclaimer: I do not own any of the premises, settings, dialogue, objects, plot that is included in my story (except for the parts that are blatantly AU). I just like to borrow some characters like Regina and play around with them for a while.

Fandom: Once Upon a Time

Universe: I tried to keep it canon, except for the one plot twist of mine that is AU.

Setting: 2x02 "We are Both", except for one excerpt from 2x05 "The Doctor" (you'll know it when you see it!)

Pairing: Multiple pairings for Regina, but which is endgame...?

Rating: T for violence, implied violence, and female/female pairings.

Started Writing: October 11, 2012 (any parts that were meant to be canon and don't seem it, I wrote before the relevant episodes came out and just didn't change)

"Henry, I'm going to the council meeting" Regina called out as she finished inspecting herself in the mirror.

"Another one? You just had one two days ago. Besides, are you sure it's a good idea to leave the house so much? Everyone still hates you for what you did to them." Henry was suspicious, and more than a little annoyed at her. His last comment stung her, but she swallowed and continued arranging her short dark hair.

"Yes dear, another one. The only way that this mess can be fixed is if we all work together, and seeing as I am the one who knows most about it, it makes perfect sense that I do my part for this community." Seeing that he still didn't believe her, she smiled warmly and added, "I wasn't lying to you before, dear. I do want to redeem myself, and this is as good a place as any to start". She applied one last coat of her trademark purple lipstick to her full lips, and then headed out the door, throwing a hateful look at her mirror.

As she walked through town, she thought about her situation. Okay, so she lied to Henry about the council meeting. There was no such meeting planned for today, and even if there were, she would be the last person they would want to invite. Henry was right. Everyone hated her, and with good reason. She had ruined their lives, everybody's lives, including her own. She could hardly stand to look at herself in the mirror. Everywhere she went, her reflection followed her, and she needed to escape. Reflexively, she turned to the one place where she could be free of mirrors, and windows, and glass doors, all throwing her wickedness back in her face: the forest.

Her stilettos sunk into the soft ground, and she twisted them off, relishing the freedom this gave her. They were completely inappropriate for a walk in the woods, but she needed to make her charade convincing to Henry, and if that meant dirtying up her best heels and running up a high dry cleaning bill for her expensive slate-colored suit, so be it. These "council meetings" were getting expensive, Regina thought, as she took inventory of the toll they took on her outfit. Her pantyhose had a run completely up the side, and her pencil skirt was crumpled from the way she collapsed onto the grass. But she wasn't here to think about her appearance. She needed to figure things out, and escaping those cursed mirrors was the first step.

It seemed that mirrors were destined to plague her throughout her life. They were her escape, and her destruction. Nothing she did could lead her away from them. They were everywhere, in her mansion, and the town. She could never get away from who she was, from who they told her she was. It all started back in the other world, after she…disposed of, the king. That blasted genie was so overcome by his stupid emotions that he wished to be with her always, and be able to gaze into her face, turning him into her personal mirror. From that point forward, she was perpetually reminded of her crime. The king didn't deserve to die, really. He was just in the wrong place at the wrong time, and Regina did not condone taking innocent lives. Yet. She merely wished to free herself from that captivity, and instead, she trapped herself in the confines of her mind, her endless guilt, bounced back from every mirror in her palace. Everything could be blamed on this mirror…No. There was another mirror, one that came before. That mirror was where it all truly started. She took a deep breath and closed her eyes. Maybe she could finally figure out the answer to the question that had been plaguing her forever, even more so after she heard it uttered aloud: How in the hell did you get like this?

…There was a loud shattering as the mirror fractured into a million tiny pieces. Regina couldn't believe what she had done. She stared at her hands, shocked that she could wield such power. She then glanced up at the remains of the mirror to assure herself that it was she who had done it, and not her mother. She was met with her own reflection, same elaborate updo, same white wedding gown, but the look on her face terrified her. It was full of anger, and hate, and a little fear. This was not who she was. This was the realm of her mother…No, she couldn't call her that. Not after what she had done to her. This was the realm of Cora. She caught a glimpse of the strange little man, Rumpelstiltskin, giving her a thumbs up and doing a little jig in the mirror. Ashamed, she turned away, and set her mind to finally accomplish that which Cora had prevented her from doing. She would run.

She was riding through the woods, pushing her horse as hard as he could go. "Come on, Rocinante", she encouraged, "just a little more and then we'll be free". Cora was wrong, she thought. This is true freedom. But she didn't get to enjoy her blissful reverie long, for there was Rumpelstiltskin in her path.

"Leaving, are we?" He asked her teasingly.

"That was always the plan" she replied, handing him the spellbook "Here, I don't want it. Thank you for the help, but I won't need it anymore".

"And why is that dearie?" A grin played on his grotesque face. "Didn't you enjoy doing magic?"

She stopped cold. Her face twisted into an odd expression and her voice dropped an octave as she almost snarled out "Because I loved it."

"Well if that's your only problem dearie, I can help" Rumpelstiltskin bowed to her with a flourish. "I can teach you everything you need to know about magic". The last three words were staccato and punctuated with a little leap and a squeal of glee.

"You'll teach me magic? And it won't do to me what it did to my mother? It won't take away my soul?" She asked skeptically. Physical resemblance aside, she wanted nothing else in common with that wretched woman. She had finally freed herself of her reign of terror, and she thought, of magic. But maybe there was a good side to magic. It didn't all have to be bad.

"That, dearie, is entirely up to you. Let me guide you" Rumpelstiltskin gave her his hand, and she took it, disappearing in a cloud of purple smoke.

Regina's eyes flew open with a start. She gasped for air as she came back to reality. Funny thing about Rumpelstiltskin, she thought. He was so particular about people keeping their deals with him, but he couldn't even keep his promise that he'd prevent her from turning into her mother. Or did he? He never really promised her that, she just thought he did.

She sighed as she got up. Her suit was now completely wrinkled and the jacket was no longer appropriate to wear in public. Groaning, she rummaged in her enormous handbag for an extra shirt. She always kept one on her, as it seemed more and more she never knew when she would need one. Finally, she made contact with a grey silk blouse and pulled it out. She quickly changed into it, inhaling deeply and feeling quite a bit better about herself until she realized exactly which shirt she was wearing. She owned many silk blouses, but this particular one did not smell of her usual Chanel No. 5, but of a scent that was musky, laced with amber. Emma, she thought, as she kept on breathing it in. The scent calmed her and upset her at the same time. As much as she hated to admit it, she was slightly jealous of the blonde. Regina had spent years carefully cultivating her image, building a reputation of a caring and responsible mayor with her townspeople, and Emma came blowing in like a tornado and ruined it all. Almost overnight, she turned everyone against her, and brought them to her own side instead. It seemed so effortless to her, being liked. Regina always had to work hard at it. It seemed she was never good enough, except for… No. She would not let herself get carried back into those thoughts. The past was over, and there was no way to bring it back, bring him back. She forced herself to think of other things, but her mind always came back to this dilemma. Why did nobody like her? Was it for the same reason she despised herself? Because of the pain and destruction she had caused all of them? She thought back to the spring, when her car broke down and David…no, Charming, had offered to take her home.

"Thank you for being my knight in shining armor, David" Regina gave him her winning smile, showing off every one of her perfectly white teeth.

"It was no problem, Madam Mayor. Where should I put down the groceries?" David said as he walked into her mansion.

"Over there is fine. You're welcome to stay for dinner. I'm making lasagna" Her smile got even brighter, and it seemed that David would be blinded by its intensity.

"I should get going…" he faltered as he saw her megawatt smile. "But I do love lasagna" ,he returned her smile and helped her prepare the meal.

Afterwards, he washed the dishes, and Regina couldn't help admiring him as he worked. Tall, muscular, and handsome, it was easy to see why he had earned his name. Conversation flowed easily between them, and Regina found herself turning on her own charm, laughing melodiously and sending warm glances with her glittering deep brown eyes. It wasn't that she was attracted to him, she just wanted to have someone else under her control, now that Graham was gone. However, his good looks made her task considerably easier. When he brought up his past, and fate, she saw her moment and went in for the kill, moving toward him with eyes closed and lips pursed expectantly. He pulled away quickly, citing his marriage to Katheryn, but she saw that he simply didn't want her.

Later, she ended up in front of her hallway mirror, staring at herself after he stormed out. The woman she saw staring back was completely evil, a person that even she wouldn't want to be around. Frustrated, she threw her wine glass at the mirror, shattering it into tiny pieces. She wasn't upset because he didn't want to kiss her. She wasn't attracted to him, and a kiss would simply have been a means to an end. What perplexed her was his complete refusal to succumb to her charm. It had never failed her before, and combined with her flawless smile (constant dentistry was a perk of magic), it was simply irresistible. He hadn't given her the one thing she wanted most: to be loved, to be wanted, to be desired.

Desire… Yes, that was the answer to her problems. She began walking out of the woods toward town. Mirrors may have been the source of her destruction, but maybe there was still one that she could use to save herself. She intended to keep her promise to Henry, but more importantly, she intended to keep her promise to herself that she made a long time ago, a promise that she would not become Cora. And it was these thoughts that absorbed her as she headed towards Mr. Gold's pawn shop looking for a very special mirror.