Hello everyone! This is my first attempt at fanfiction, as well as my first creative writing project in more than five years. I don't have a beta, so I apologize for any mistakes (I proofread, but I likely missed some errors). I have a lot planned for this and I hope that you enjoy it!

PS – Although this chapter is all about Blue and August, the story will focus mainly on Emma and Regina.

I do not own Once Upon A Time or any of its characters.

Chapter 1: Prologue

Blue stared down at August's sleeping form. For a moment, the stone face she always wore melted away as she gently placed a hand on the man's rough cheek. Pinocchio had always tugged at her heart in a way that others could not. Although Gepetto believed that she had given Pinocchio life—and she was content to let him continue believing that was the case—she knew that she had only given him the means to live as a human, that he had been living long before she intervened.

{Begin Flashback}

Pinocchio's life had actually begun when a squirrel buried an acorn directly above a vein of magic diamonds. A harsh rain caused the seed to sink further into the soil, positioning it only inches from the potent magic source. As roots sprouted, they absorbed a great deal of the magic from the diamonds, enchanting the seedling. The magic gave the now enchanted tree a number of very strange qualities. For one, it grew incredibly fast. The seedling reached two meters in height after only a few weeks of life. Second, unlike any of the other trees, this tree could feel emotions. This ability to feel was what first led Blue to it.

Decades earlier, Blue had removed the trees and other plant life from areas where diamond deposits were developing. She knew that allowing plants to grow over the diamonds might enchant them, and the magic absorbed by those plants would not be under her control. To avoid having such powerful magic fall into the wrong hands, she had decided that it was best to isolate and contain the magic diamond deposits until they were ready to be mined and then controlled by Blue and the other fairies. She had made the land above the diamond mines dry and rocky, making it impossible for anything to grow. Even if any seeds sprouted, the lack of moisture and nutrients killed them off quickly. However, the dry dirt above the diamond mine had become loose over the years, allowing Pinocchio's acorn to slip close enough for the magic to nurture it.

When she first spotted the little tree, she had planned to pull it up by the roots and burn it immediately. She could sense how much magic it had absorbed, and she was afraid of what might happen if the wrong person were to stumble upon it. She flew down to the sapling and tried to pull it up from the soil. She flicked her wand upward. The tree shifted slightly as her magic tugged at it. She flicked her wand upward a second time. On this attempt, she was suddenly overwhelmed by someone's desperate cries for help. She'd always been able to sense the emotions and desires of the beings in the Enchanted Forest; it was how she knew who needed her help. She could sense that these cries were different, though. There was something about them that was distinct from the emotions of human and other animals of her realm. After a few minutes, the cries started to fade, and she assumed that whatever had prompted such extreme emotions was gone. She turned her attention to the tree once more, flicking her wand upward and being overwhelmed by the desperation once more. Blue stumbled backward, falling onto the ground.

She stared up at the tree. No, she thought. It couldn't be. She flicked her wand again, but not as hard as she had in her previous attempts. The cries began once more. She lowered her wand and the cries ceased. It's the tree! The crying is coming from the tree! Blue thought for several moments about how to proceed. She couldn't remove the tree, its pain and fear would overwhelmed her, making it impossible for her to pull it up.

After several minutes of contemplating whether there was another way to eliminate the sapling, Blue's thoughts were interrupted by another wave of the tree's emotions. It was lonely. It was alone and afraid. Blue place a hand on the trunk of the tree to steady herself. As she did, the tree became delighted. Mistaking Blue's attempt to steady herself as a comforting gesture, the little tree was please that, for the first time in its short life, it was receiving kindness. Blue had been granting wishes and helping beings in the Enchanted Forest for centuries. Most were grateful for whatever they received, but it was the outcome and not her that they appreciated. No one even bothered to think of the fairies until they were in need. Blue was happy to help them, but sometimes she longed for someone, anyone really, to appreciate her and not her utility. For the first time in her vast life, she was able to mirror the emotion that she was sensing. She no longer felt alone.

{End Flashback}

Blue could hear the Charmings barrelling up the stairs of the convent, likely on their way to visit August. She quickly removed her hand from the man's face and allowed the emotionless expression to wash over her face once more. Although August would never remember that it was the Blue Fairy who had comforted him all those years ago when he was still just a sapling, Blue remembered. It was that connection that prevented her from eliminating him when he stumbled up her and the Sorcerer's secret several years earlier during his time in Phuket. Even now, when she knew that he could make all her plans unravel, she couldn't bring herself to get rid of him.

{Begin Flashback}

When he'd first come to her in Storybrooke, he told her what he had learned and she begged him not to tell anyone. He used it to try and threaten her into changing him back into a man. She knew that if the Sorcerer were to find out that August knew their secret, that he would kill him. She told August to hide in the woods for his own safety. When she found him, nearly dead from trying to save Emma from Tamara, her heart almost shattered. She should have let him go, and then her secret would have been safe. She couldn't lose him, though. He was all she had, even if he didn't know it.

He'd been selfless, brave, and true; according to the rules of her own spell, she could save him. If she turned him back into a man the man he was, though, then he would still be in danger. No, she would turn him into the boy he was before, the boy who knew nothing of her secrets. The Sorcerer would never need to know about August.

{End Flashback}

Blue pulled two items out of her pocket: a small purple stone and a vile of pixie dust. She leaned close to August holding the purple stone directly above his head. "I'm sorry," she whispered as she watched the purple stone siphon out his memories of what she and the Sorcerer had done. "I am so, so sorry."

The process of removing his memories shook August from his slumber, but only slightly; he was far too weak to be fully conscious. Years later, he would remember that moment as the Blue Fairy apologizing for taking his memories. However, Blue's apology was of a different nature. From the first time they met until that moment, she saw that her meddling kept causing him pain and difficulty. Afraid that turning the puppet into a real boy would mean losing her only friend, the Blue Fairy had refused his wish, setting a chain of events into motion that almost ended in both Pinocchio and Gepetto's deaths. It was her who had allowed Gepetto to send Pinocchio to Maine when he was only a small child. It was her who had turned him back into a boy, using up nearly all of the magic left in his body that he had retained from when he was still an enchanted tree. Turning him back into a boy that time was what was killing him now; there just wasn't enough magic left in his body to sustain him.

After the last of his memories of her secret were removed, Blue slipped the purple stone into her pocket. She poured the contents of the vile into her palm and waited until the pixie dust began to glow blue. Carefully, she held out the pixie dust beneath August's nose and watched him inhale it. This was the last of the pixie dust left in Storybrooke. It was the most powerful magic she had and she knew that it was foolish to use it all just to keep August alive, but she didn't care. She wouldn't lose him.

August inhaled the last of the pixie dust just as the Charmings reached his room. Blue explained August's chances of recovery to the Charmings and then left. She walked quickly into her study in the basement, locking the door behind her. She waived her hand and revealed a secret compartment in the floor beneath the hearth of the fireplace. She opened the compartment and placed the memory stone on top of one of the several storybooks that were hidden inside. She paused for a moment before closing the compartment to place her hand on a dried leaf that she kept hidden in the cover of one of the books. With a wave of her hand, she concealed the compartment beneath the hearth. The Sorcerer would never need to hear about this, nor would he need to know of her past with August.