Sloth: First, what can I say? I kind of love villain!Ben stories. Whether he's a VK, Isle raised, or a general antagonist, I love me some bad puppy fics. This is one of those. It was originally spawned when I read several fics where the VK won and Ben kind of gets shafted. My brain saw fit to rectify it. Not that those fics weren't good, because they were, but come on, don't hurt my boy like that. So this fic came along. It's a look on how someone so sweet could turn into such a nasty human being. Or in this case, villain. I borrowed from elements from Once Upon a Time, but this otherwise has nothing to do with that series.

Furthermore the chapters flow backwards, taking you step by step on what led to Ben's downfall. Also each chapter is written to kind of stand aloneish. While they all connect to a bigger story, my hope is you can just read a single chapter and be content. So without further adue, here it is.

ps, no one is gunna look good in this story. Everyone's going to end up looking like a bad guy at some point.

The Dark One

/\/\/\/\/

In her 28 years of life, Mal had never known true fear until she had gotten the call from Carlos. The blood had drained from her face as her tech savvy friend talk to her in a panic. She had felt the battlefield almost immediately, leaving Jay to continue the battle against Audrey's forces. As much as she wanted to rectify her mistake and finally put an end to the wannabe queen, she had to return home.

A million thoughts raced through her mind as she traveled back home. Back to the castle she had rightfully taken from King Beast. But even as she flew in her dragon form, it felt like it had taken forever. The air around Auradon's capital had gotten cold. Not like Elsa's comforting cold, but more of a bone chilling cold that shook her very core.

She could only think and wonder about why he had finally decided to show up. He had been perfectly content to stay on the Isle of the Lost, feeding off the desires of the weak and desperate. So why did he decide to visit them now?

She hadn't seen Ben in ten years. Their last meeting had been far pleasant. At the time, she had been young, still coming down from the high of finally getting justice for all that Auradon had done to the VK. In her crusade, Mal had hurt a lot of people. Several princes and princesses were orphaned after their parents had been slain in the name of justice. And while some had chosen to side with her, others, like Audrey, hadn't.

But, if there had been one person Mal and her friends regretted hurting back then, it had been Ben. Sure, he was naïve in thinking heroes and villains could co-exist, and he was completely clueless about what it was like on the Isle. But he had tried. He learned and he tried his best to fix the mistakes others made. He was…well good. If they had known back then just how far their manipulating and abuse would have pushed him, they would have found another way to get what they wanted.

But she couldn't fix the past.

Mal finally touched down at the entrance to the castle. It was a former shell of what it looked like. The walls now an ebony black while bramble grew over the walls. To anyone else, it would have looked foreboding and sinister. But to her, it was home. And right now, her home had an intruder.

As the cloud of her magic faded, returning her to her normal self, Mal was greeted by Carlos and Evie. She didn't waste any time. Not when she could see the tear stains on Evie's cheeks. She brought her queen into a short comforting hug. The bump of Evie's stomach pressed against Mal's and the violet haired Fae Queen thanked the gods of Olympus that they were ok.

"Where is he?" she asked after she was sure they were ok.

"He's in the library," Evie answered, trying to hold back tears. "Mal…He…. Doug tried to get him out…and he…oh god, Mal."

She pulled her into another hug. She broke it, to reassure Evie that everything would be ok. She marched towards her castle. She didn't have to say anything else. She trusted Carlos to watch over Evie. Moreover, she wanted to take care of this alone.

She needed to do this alone.

She had memorized the path to the private library. It was one of the only places in the castle not to have undergone renovations. In one part because the original design of the library had built in magical wards. Fairy Godmother's magic saturated the walls of that room and as long as the library stood, no one could use magic to hurt anyone in it. It had also been Ben's favorite place. She could always find him in between bookshelves, reading worn out stories that she had no interest in. And after the revolution, the library had become his second home, a self-imposed prison. She wanted it to stand untouched as a reminder to never make the same mistakes again.

When she reached the entryway, she took a moment to mourn for the body that rest underneath a white sheet. Doug had grown on her over the years. He had gone from a dopey little sidekick to a trusted advisor. To see him slumped against the wall, unmoving, chilled her. It wasn't the death itself that unnerved her. She had led her army into battle and killed hundreds. She had seen young children on the Isle die of sickness and disease. Death was essentially a good friend at this point in her life.

What chilled her was the culprit.

She walked through the doors, a haunting sound greeting her as she walked into the warm, comforting room. She could hear two voices, one of a child and one of an adult.

"And then what happened?" the small, curious voice asked from the royal blue loveseat that sat across the fireplace.

"And then they killed the evil king. The curse died along with him. All round the king, people woke from their angry haze. The glass in their eyes turning to snow. They were finally free and could live happily ever after."

"They killed the evil king? Oh! Like Momma, and Mommy!"

"Exactly! Just like your moms," the older voice laughed.

She heard enough. That hollow mockery of a once beautiful laugh had no place here. And to have that monster so close to someone so innocent. She wouldn't allow this.

"Henry."

A little head poked out from behind the chair. Blue eyes looked at her through a mess of soft brown hair with blue accents. When their eyes made contact, a smile broke across the little boy's face. Despite the danger he was in, Mal couldn't help but feel her heart flutter at the sight. He ran up to her, his little sneakers slapping on the hard wood floor.

"Mommy!"

She braced herself for a five-year-old missile. Her arms wrapped around his tiny frame and Mal took in everything. His scent, his heartbeat. She checked him over, making sure that he was ok and unharmed. Other than a tiny cut on his finger, he was fine.

"Mommy. You should meet my new friend," Henry said as he pulled at her hand. "He's tells stories better than Uncle Jay."

"Does he now?" she asked, the anger loosening its hold as she smiled down at her little sunshine.

"Uh huh. He even does the little voices I like."

"Tell you what, Baby. Why don't you go outside and play with Uncle Carlos and Momma first, ok? I want to see how good your new friend tells stories." Henry pouted. An adorable little pout that he had inherited from Evie no doubt. She simply smiled, gently running a hand through his hair. "I promise I won't be long. Ok?"

Finally, he relented.

"Ok. Bye Mr. Ben! I'll see you soon, ok?"

He was off, trotting out the door, his eyes magically blinded to Doug's lifeless body. He was safe. And hopefully Carlos and Evie would take Henry far away enough that he wouldn't be in any danger if a fight were to break out.

For a while, there was nothing but silence. She stood there, watching the back of the loveseat, waiting for him to make the first move. The only sound was the crackling of the fire and the turning of pages. Finally, after what felt like ages, he spoke. His voice still carried a light laugh in it.

"He's a good kid."

"You had no right to talk to him," she told him simply. What she got in return was an amused scoff.

"Relax."

She turned sharply, her hands gripping the hilt of her sword. Ben was now leaning against one of the bookshelves to her left. He held a book in his hands, flipping through the pages in boredom. In the ten years since they had last seen each other, Ben hadn't aged at all. He had gained a few more inches, sure, but he still looked like that baby-faced prince she once called friend. He was dressed in a blue leather jacket with dirty torn jeans and a yellow shirt with a black rose embroiled on the front. Adorning his head was the cracked and broken king's crown. Despite the obvious damage, the crown fit his head perfectly, as if it had been made for him.

She wasn't sure if she was more surprised that Ben could just casually teleport wherever he pleased, or that a grown man thought he could pull off blue leather.

"It wasn't like I was going to kill him," Ben reassured her. She would have believed him if he didn't sound cynical.

"And I'm sure what happened to Doug was an accident."

"Technically," Ben started as he pushed himself off the shelf with a light kick. He held up a finger in the direction where Doug's body was. "It was. I told him to leave me and the kid alone, he said no, I set him on fire. Complete accident."

She looked at him with disgust. He looked the same, and yet how on earth could this be the same sweet boy who wanted to united heroes and villains? How could he just so casually talk about Doug as if he was nothing. Ben just looked at her and raised an eyebrow as if she had been the one to say something outrageous.

"I made it so Henry couldn't see or hear it, if that's what your worried about. I would never expose a kid to a human barbeque. Well except that one time in Camelot, but I had no idea Arty had a daughter."

"You're sick."

"No, I'm perfectly healthy," he quipped before casually summoning a bowl of gummy worms. He held the bowl in front of him as some sort of peace offering. But she wasn't in the mood for his childish antics. Glaring at him with her eyes flashing green, she took a threatening step forward.

"Why are you here, Ben?"

"Would you believe I missed you guy?"

"Not really."

Ben just shrugged before putting a gummy worm in his mouth. He allowed it to dangle from his lips as he spoke. Watching him walk around the room felt nostalgic. It was like seeing the young would-be king in his prime. Even as a twisted, bastardized shell of his former self, Ben still commanded the room as only a royal prince could.

"You know, its funny. You took over Auradon. I took over the Isle. You grew up to be a pretty badass queen and I grew to be – "

"Insane?"

"More or less."

"The point, Ben." she demanded. "Before we get old."

"What? Eager to get back to Jay?" he asked as he slurped up another gummy worm. She blinked, looking at innocent expression on his face. But while the expression could fool most people, Mal could see the sick predatory amusement that flickered in his hazel eyes.

"What?" she asked slowly, a deep guttural dragonic growl echoing in the word. He had the audacity to giggle in her face.

"Come on, Mal. You're smart enough to figure it out," he told her, a childish pout plastered on his face.

"You made a deal with Audrey," she realized. The timing all fit. Her army was winning. The Fae that allied with her were doing a considerable amount of damage against Audrey's army. And then Carlos called just when it looked like Audrey's army of Halloween rejects were going to retreat. Ben smiled.

"That's my Queen."

She turned to leave, only to find him blocking the door, another gummy worm dangling from his lips and a smile that would make Harry Hook nervous crossed Ben's face.

"Get out of my way."

"Mmmm. No." The doors to the library slammed shut with enough force to shake them. "I still have to hold up the end of my bargain. And you leaving right now would mean I didn't sooo…How's life?"

She scoffed in annoyance. Ben was the most powerful villain in Auradon, and he acted like a child. How did things end up like this?

"Do you two really think Jay's that incapable of holding off Audrey?"

"Hmm? Oh no. Jay's going to wipe the floor with her," Ben said as he walked away from the doors. "My deal with Audrey was to get you off the battlefield. She's so full of herself that she thinks getting rid of you would cripple your army. But hey, her loss is my gain, right? After all, I did get something pretty for this little meeting."

He spun his hand in the air, blue smoke collecting in his hand before dissipating. As he spun back around, with the flourish of a showman, he held a single needle in between his fingers. He held it by the small wooden bulb at the end of the metal needle. It was no bigger than six inches, and yet she could see the magic that coursed through it. The familiar poisonous magic that was a signature of her mother's wafted off the needle like smoke off a pile of ashes.

She let out a dry laugh as he showed off the needle as if she was supposed to be impressed. "What? You going to put yourself to sleep again? Run off to your sad little fantasy world?"

"Oh, if only," he sighed dramatically. "After your oh so kind wakeup call, I haven't been able to go to sleep. At all. The needle's just a souvenir of the good old days. Although…you should really teach your son not to touch things that aren't his." He winked.

The blood drained from her face. "No…But that's…He was…"

"Awake? I know. See, with so much time on my hands, I kind of started experimenting with magic," he said as he circled her like a vulture. "I started messing with some classic spells and curses to see how much more…interesting I could make them."

He stopped, one finger in the air while he twirled the cursed needle in his other hand. "And when Audrey came to me, begging me to help her, it hit me. Take the most infamous curse in Auradon and make it truly unbreakable. And what better test subject than Maleficent's grandchild? The irony is just hilarious."

"Henry was awake. There's no way he pricked himself."

"Oh, but that's the genius behind my curse," Ben smiled proudly. "The minute little Henry goes down for a nap, it'll be lights out. For good. Because with my curse, not even true love's kiss will work."

She stood there in disbelieve. For a minute, she wasn't sure who she was even looking at. He had the same look and mannerisms as Ben, but the man before her was taking joy in the prospect of putting an innocent child to sleep forever. His eyes twinkled with glee as he spoke, excitement building with each word. She could see him relishing in her own distraught expressions. Her inner turmoil of imagining her son never waking up was bring him so much joy.

She slammed him against a bookshelf, putting her entire weight against his. She might not be able to use magic against him in this room, but that didn't mean she couldn't knock his head clean off his shoulder. She pulled out her sword, placing the edge of the blade against his throat.

"Oh, how I missed that fire of yours," he purred. "I was beginning to think you'd gone soft on me, Mal."

"Don't you ever threaten my child," she told him, ignoring his unwanted compliment. She pressed the blade harder, drawing out blood. And yet he continued to look at her with adoration. She wouldn't fall for it. He could act like no time had passed between them, but she no longer saw him as her friend. That version of him had died the minute he was put under the sleeping curse. This was just the monster that took his face. "Make up all the bullshit you want. There is no curse true love can break."

"You're starting to sound sappy, Mal," Ben chuckled.

"And you're starting to sound full of yourself. I wonder. What would your mother think if she could see you now," she countered. She smirked in satisfaction as the smug look on his face fell. It was a cheap shot, but seeing him looking away brought her more joy than any battle she had been in. She pressed the blade further, making him look into her eyes as she pressed further. "She'd be so proud of her little Benjy."

She felt the air get knocked out of her as her body was sent flying. She crashed into another book shelve, her sword clattering to her side. She coughed, temporally stunned by shock. Shock that not only had she been thrown off guard, but that Ben had actually thrown her with magic. That was impossible. She looked up to see him readjusting his jacket while he looked down on her with hate.

"What? Did you really think Fairy Godmother's wards would work on me, Mal?" he asked bitterly. He snapped his fingers. The sound echoed in the library, bouncing off the walls. The wards that had been etched into the walls and stone of the library came to life one by one before shattering all together. As the ancient Fae magic exploded around them, the library grew colder. Gloomier. The warmth and comfort of the magic was gone, leaving only the bitter chill of Ben's magic. "Come on. I'm the Dark One. I'm the antithesis of Fae Magic."

"Dark One?" Mal laughed hollowly. She stood up, picking up her sword with one hand and summoning a ball of dragon fire in the other. She looked at him with the same hate and bitterness he was giving her. "I thought you were pathetic years ago, but now? You act like a child. You hide away on your broken little island, probably wishing for your mommy. What the hell happened to you?"

"What happened to me?" he chuckled. His laughter grew, bitterness lacing the sound. "She wants to know what happened. Where to begin? The love potion? The manipulation? My mother? Waking me up from the sleeping curse?"

"I saved your life!"

"I never asked you to!" he roared.

She hurled the fireball at him. Ben caught it between his hands. With his eyes still trained on her, he smothered the flames with ease. He dusted his hands, a small growl coming deep from within his throat. For a moment, they stood there in silence. Finally, Ben took a calming breath, rolling his shoulders as he exhaled. He looked at her, nothing but coldness and distain filling his eyes.

"I was honest with you, Mal. I really did miss you guys. But hey, I know when I'm not wanted. You've always made sure of that." He turned away to pick up the needle he had dropped. When he turned back around, she ran her blade into his chest.

.

.

.

He blinked in annoyance.

"Ow," he said sarcastically. She stepped back, watching in disbelieve as he pulled the blade out of his chest and tossing it aside.

"How?"

"Perk of being a walking conduit for dark magic, Mal," he answered. He stepped forward until they were inches apart. "I can't be killed. You should be proud of what you created. I know I am."

He stepped back, lazily picking up a fallen book.

"I think I'm done here," he said as he flipped through the book. "Audrey's probably running back home with her tail between her legs. See you around, my Queen."

He was gone in a swirl of blue smoke. Mal stood there in silence for a minute. Hesitantly, she picked up her sword. There wasn't even a speck of blood on it, as if she hadn't just run her friend through. No, she told herself. That wasn't Ben anymore. She had to remember that. That had just been a mistake.

She walked out of the library, her feet pounding heavily against the stone. Her thoughts were everywhere. Memories of the old days, where they were just kids, filled her head. Back when she was just a teenager, using her wit and cunning to manipulate Ben to get what she wanted. Things had been simpler. She didn't have to worry about consequences, just results. Guess karma decided to clap back.

When she found her family, they were sitting on a bench that was looking out towards a meadow. Evie was the first to greet her, standing up to catch Mal in her arms. Mal just took in the warmth of Evie's body. She felt the warmth of the little one growing inside the bluenette and sigh wearily. At least it was over now.

"Where's Henry?"

"He's right here." Carlos answered. "He got tuckered out after a game of tag."

Her heart skipped a beat as she saw the little boy in her brother's arms. His eyes were closed as he was resting his head against Carlos's shoulder. The color drained from her face as Ben's taunts came back to the forefront of her mind. "Henry. Oh gods, Henry."

"Mal?"

She practically ripped her baby from Carlos's arms. She ignored their worried questions as she tried to wake up her little boy. Nothing. She tried again, whispering his name, trying to drawl him out of his little nap. But no matter what she tried; the little boy barely stirred.

"Please. Please, baby, wake up. Wake up for Mommy."

"Mal?" Evie asked. "What's going on?"

"Henry. Come on, Baby, wake up." Mal pleaded as she tried again. Desperate she placed a gentle kiss on his forehead. A soft, loving kiss. She poured all her love into it. The love shared between mother and child. The love she felt for the only man in her life to have truly won her heart.

Nothing.

"Oh gods," she choked.

"Mal? Mal, what's going on?" Evie demanded, fear lacing every word. "W-why isn't he waking up?"

"Ben," Mal sobbed. She held her son, begging to the world that this was just a nightmare. "He said he…he put a sleeping curse on Henry. An unbreakable sleeping curse."

There was a moment where the only sound was Mal's shaky sobs. Then, as the realization dawned on them all, Evie broke into a panic.

"No. No that's not… You're just doing it wrong!" Evie cried as she pried Henry from Mal's arms. She could only watch, through blurry eyes, as Evie kissed their son. And then do it again. And again. And again, tears running down her cheeks with each failed attempt. "No. No. Please. Baby please wake up. Why isn't it working?!"

She knew why.

In her 28 years of life, Mal had never felt so helpless than now, unable to do anything but cry along with the love of her life as they tried desperately to wake up their sunshine. She had created the monster that had done this. She had taken the purest heart in the realm and blackened it beyond recognition. And she had no one to blame but herself.