A/N: This is the first fic I wrote ever but I completed and published another one first which is the Chapter 1 of "The Path Where You & I are Together'. Just sharing.

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It's been days after the Queens of Darkness escaped from the Chernabog. They have been regrouping in Mal's castle. Rumplestiltskin doesn't know yet that they have escaped and frankly, they don't care about that as of the moment. They are here recovering from that state of confusion and betrayal by the Dark One. Good thing about being villains, they don't revel in the pain for long. They are smart enough to act, to do something other than wallow. Give it a day for R&R and that's all they need. They have been brainstorming their plan of attack since they also learned that this Dark Curse will transport everyone in the Enchanted Forest to another realm. The stress pushed Mal to blow off some steam, turn herself to a dragon, fly around and breathe fire. Cruella and Ursula didn't feel like going out so they stayed in one of the living rooms of Mal's big castle.

"I have to say, Mal's castle is not that ghastly after all. I can consider it glorious when I'm in the right mood," Cruella snarked.

"So you have happy moods, apparently." Cruella smirked when she heard that remark, but let Ursula continue speaking.

"Well I would be bored staying in a closed place like this. I'm the queen of the sea. While I do have a magnificent palace underneath, I often travel the different seas, even go above ground when I get bored." Ursula said very proudly.

"I do have a happy mood." Cruella popped open a bottle of gin. "When I'm drinking that is. Oh and darling, do you mean, you call yourself the queen of the sea?" Cruella teasingly said then sipped her glass of gin.

"I AM the Queen of the Sea. With all the things I've done, not only I deserve the title, but I'm a villain so when I want something, I take it, before it gets taken away from you. That's how the world works."

"Well then, I am impressed." Cruella resting her case but actually sounding genuinely amazed by the tentacled queen.

"Don't be. I mean, my reign of terror is something to behold. But I still think I was more impressive and alluring back in the day." Ursula sighed with discontent, looked away from her companion, tears almost forming in her eyes, but she snapped out of it and wore a smirk on her face.

She doesn't want to show any hint of weakness. With the alliance they have formed in the last few days, still she barely knows these two women. It is a strategic alliance, nothing more. She then felt a pang of regret. Why did she say that? Her singing voice is only one part of her fierceness. She still has everything and can get everything she wants using her own abilities, maybe even teaming with other two menacing people. Her singing voice does not define her like it did before. At least that's what she's telling herself.

"What do you mean, darling? I say your tentacles are alluring. One can imagine the things you do with it." Cruella is enjoying herself but she knows something's bothering her companion.

After all, villains have feelings too. These very feelings are the foundation of who they are. These feelings motivate them to do whatever it is they do. Oftentimes though, the feelings are all about oneself; the feelings stem out of self preservation or springing merely out of curiosity, and thirst for adventure. Unlimited, unabashed sense of adventure.

Suddenly, the joy of imagining the true power of having tentacles got sidelined by Cruella's thought of, "why is Ursula sad about her majestic power? Can she not appreciate all the things she has done with those extra arms and the possible things she can still do? At least she can enjoy the chase, hurt people and things, and be able to do more if it needs be, or just for plain ecstasy, of the kill.

Now Cruella is not enjoying this conversation at all and wishes Mal to get back.

Ursula took a minute before she can answer. "Well yes, my tentacles are alluring. I guess for people like us, we always want more. Nothing can ever be satisfying." Ursula replied with confidence and slight smile.

"Well then, I'm relieved you appreciate your ... talent."

Cruella acted like she took time to find the word she can attribute to the sea witch's power. She admires Ursula's power, and even the beauty, the graceful quality she exudes, but admiration is the first step in being manipulated. Of all people, she knows.

Ursula raised an eyebrow. Is this fur covered woman doubting her capability? She wanted to put her tentacles on Cruella's neck, caress her, then snap and kill her in cold blood. But she's smarter than that. In the trip to Chernabog cave, Ursula discovered that Cruella can not only control dogs but all animals and even insects. While it's true, Ursula is only half octopus, she doesn't know the extent of Cruella's power yet. She'd like to know but not without Maleficent. For all she knows, Cruella can control her to be a slave or worse, kill her when she gets pissed or because she's bored. In the past days, Cruella kept on snarking at her and Maleficent every after a few minutes of productive brainstorming. When asked to stop, she replied, "I get bored easily and I want to attack things, though I can't really do that with both of you. I may enjoy it too much and actually kill you. And we still have work to do."

All three of them have a strategic alliance, nothing more.

"Some of us don't have everything, and need to work. Fact of life, darling."

"Hold up, are you telling me you are not satisfied with your ability? Controlling animals is actually impressive," Ursula hesitated a bit. She still thinks this animal witch can suddenly control her out of whim.

"Off course, I am." She said confidently but panic exploded in Cruella's brain. She musn't reveal her secret. These two cannot know that she is the weakest. She needs to keep the charade of being the one to harass people and things cos she enjoys the chase and the sass, but let either of the two to do the killing.

"What I meant was we need to work hard to escape Regina's curse. Listen, I have a feeling I'm about to doze off any minute now, darling. I'm going to bed."

"You're not one who gets sleepy because of drinking," Ursula said sternly with a big wonder of why suddenly this fur loving woman wants to bail on her.

"These past few days have been exhausting. And talking to you, this getting to know each other is laughable at best, I just want to sleep. We are only allies, nothing more."

"I know that. Well talking to you was just okay. I prefer Mal. She has that nurturing, sort of mother-like aura in her."

Cruella began to chuckle, "Don't tell me you're looking for a mother now."

"I'm just saying Dragon Lady is actually hospitable enough, that's all. Well off you go, you pretentious drunk."

Cruella smiled proudly, got up and left the room.