It was his favorite story to tell. Of how the heir to a kingdom of heroes and heroines fell in love with the daughter of the Mistress of Evil (and though they'd never say it, they all agreed that Cruella was the worst villain of them all).

Once upon a time, there lived a prince with golden hair who had the temperament of a beast but the heart of a compassionate bookworm. He was the perfect blend of his parents and was still learning about who he was and what kind of king he would be, when he had a dream about a purple-haired girl who helped him out of a rut-literally. He became obsessed with the girl and how she made him feel (like he was human, a person with feelings and morals, instead of the next king) …which caused his then current girlfriend, Audrey, the daughter of Sleeping Beauty, to become suspicious and clingy.

His obsession with the girl led to a decree that the children from the Isle of the Lost (years later, the history books would be amended from proclaiming at how wise King Adam was when he made the isle to what a terrible decision it was) would be given a chance at a new life. The highest-performing students were picked, the top two female students and the top two male students, and Ben found himself hoping that the fates wouldn't be so cruel as to include the girl from his dreams, yet secretly praying that she would be picked so that he could confront his obsession face to face and finally be content with Audrey.

When the decree had been announced, Ben felt himself relax even as the disgruntled comments soon became the angry mutterings of a mob-like student body. He engrossed himself completely into his new project of welcoming the newcomers and charged Doug with the welcoming ceremony while he himself worked with Fairy Godmother. As the day of their arrival approached (nicknamed by the student body as "the Apocalypse") Ben found himself frantically writing, rewriting, and editing his speech constantly and practicing it everywhere on almost anyone. Everyone always told him that it was fine, but he felt that they weren't being truthful especially when he was only able to get to the second word in his speech before being cut off. No one seemed to understand why he was stressing so much about it, the event, them. If the children of the lost didn't transition smoothly into Aurodan, he would be blamed for their failure and any work that would better the life of the inhabitants of the Isle would once more be shut down before it even began.

Finally, they arrived. The driver gave him updates for every major milestone (which, for the fifteen-minute drive, was only when the kids had gotten into the limo and when the limo arrived on the school's property) and as the marching band played a bright and cheery tune, his hopes plummeted to the bottom of the ocean as the two boys tumbled to the ground fighting over the contents from the car. The two girls that followed though produced a much better first impression, and Ben's heart leapt to his throat as he laid eyes on the purple-haired girl who appeared to be the leader as she scolded the two boys. He tried not to stare too much as he willed his mind to focus during the Headmistress' speech, and Audrey's suffocating presence helped him stay in the present moment, but not before he vowed to get to know the Lost kids better.

As he made his speech, each member of the quartet caught him off guard.

Jay immediately asserted his dominance physically. An almost friendly, but mostly dangerous grin stretched out over his face.

Mal, well, seeing Mal always threw him off if he was honest with himself, and seeing her for the first time in the flesh put him through a loop.

Carlos' innocent and confused face and chocolate covered fingers and mouth set him out of place compared to the others.

Evie's flirting sparked Audrey's possessiveness and in turn, Ben's mild annoyance.

Then Mal poked fun of his speech, something no one had ever done. And as he gave them the shortest tour of Aurodan Prep ever, due to his jealous girlfriend, Mal surprised him again with her honest and funny quips that he delighted in responding. She was the only person to engage him fully, and he'd only met her a few minutes before then. He couldn't help but wonder how else she would challenge him.

He didn't see any of the new arrivals until the next day, not for the lack of trying though. After visiting both of the VK's dorms (a term he didn't like, but was certainly catchy and accurate, and they seemed to take pride in the nickname anyways) and not finding any sign of them anywhere on Campus, he received an email regarding an alarm going off in the museum for Fairy Godmother's wand. Cautiously, he decided not to mention the connection of the disappearance of the VKs and the wand alarm, but he did keep a closer eye on their nightly activities.

Mal was the first person he saw that day. She was at the lockers when his so called friends pointed her out, Audrey's sweetness coming off as fake as she compared their parents' stories, and he couldn't help but resent her for her remarks. (Who cared about status anyways? Belle, his mother, would probably be just as happy, if not even happier, if she were a poor man's wife.) As he approached Mal, he read the mural on her locker, "LONG LIVE EVIL". His mind whirred with the implications and her overtly casual comments and questions about wands and magic, and well, it didn't take a rocket surgeon to figure out what she and her friends were trying to do. Yet their conversations kept making him think, and her actions continued to surprise him and made him question what he knew about the world. He'd been good for all of his life; he wondered how it felt to deface property and see his mark displayed illegally publically and boldly. But then she was gone, and he distracted himself with work, ignoring the growing feelings he felt for the rebellious leader.

Those feelings only came back in vengeance when he went to visit her (because who was he kidding? He would never have checked up on Evie or Jay, and since he was training Carlos in Tourney, he didn't need to check up on him). He was caught unawares by his body's reactions to her.

How quickly his heart started to beat when she opened the door, her expressions guarded (and occasionally genuine when he caught her by surprise) as if every breath was calculated.

How dejected he felt when she started to turn him away…

Only to have the butterflies flutter excitedly as if they were on steroids when she called him back.

His suspicions arose once more when she asked about the coronation and Fairy Godmother (for a moment, he thought Mal was actually excited to see him be crowned), but then his spirits crashed to an all-time low when she closed the door in his face.

That night he resolved to break up with Audrey. It wasn't fair to either of them, and honestly, he was tired of her fixation on status and looks.

So when he was cut off from trying to let her go via air kisses and abrupt exits (it was the third time she managed to leave him before he could get the words out, he swore she had a sixth sense about it), he gladly faced Mal's mocking use of Audrey's pet name for him as a welcome distraction from the headache he could feel forming from the stressful day that would only get worse with the Tourney game. But when she offered him a cookie, he though back to Lonnie's whispered confession of the VKs' home life. How Mal had wiped the tear from Lonnie's face (physical contact didn't seem like a strong suit of hers) and how they all acted when Lonnie ate from the bowl. They didn't add up, Mal's reactions, yet when he rejected the cookie out of suspicion (his father really did warn him about accepting food from villains) and she pretended to pretend to not be hurt by his reaction, he threw caution to the wind and ate it. He was already in love with her, how much harm could a cookie cause? At the very least he'd get food poisoning. At the very worst, he'd die. And at the rate his life was going, he was very jokingly considering death as an option for getting out of the upcoming responsibilities.

Turns out, the cookie was not at all what he thought it would be.

As the water fell back over him, he wondered how bad it would be if he just let himself drown in order to escape the knotted mess the cookie made. Of all the stupid things to do, breaking out into song after a tourney game, proclaiming his love for a girl other than (his then current) girlfriend had to be one of the worst. And he had tried to kiss Mal in front of the whole school! At least all that he had said was true, no matter how cheesy they sounded. So as he held the wishing rock in his hand, he almost wished to know his future, their future, but Mal's cries for him broke him out of his thoughts just in time, and he swam to her rescue.

Or maybe his wish had been granted, he mused. For the purple-haired girl admitted her weakness in front of him; that she had been scared for him, that she didn't know what love was, and that she didn't know how to swim. She even threw the rock away without a second thought (which he always said that it was because she liked Aurodan, but she argued that it was because she was so pissed at him). As they continued on with their date, Ben felt like he was seeing her clearly for the first time, and he vowed to woo her slowly and surely, the way she deserved.

So as the weeks progressed, Ben continued to hang out with the VKs more and more. He finally understood the group dynamic better.

While Mal was unequivocally the leader, she rarely interfered with their lives, only stepping in if the situation called for it or if the others specifically asked for her.

Jay was her second in command, but he was more of a big brother. He looked after Evie and Carlos, got them in trouble, but always made sure that they were alright.

Mal and Jay would have each other's backs in a fight, and when Ben asked why they wouldn't fight with Evie or Carlos, the two teenagers laughed. She later explained that she and Jay would never let Evie and Carlos get hurt on the sidelines of a fight let alone be in one.

Evie looked after the group in a mother hen type of way, making sure everyone had eaten enough, had enough fashionable clothes, had done their homework etc.

Carlos always offered a listening ear (though he would usually tell Jay who would inevitably confront anyone who had insulted or bullied their friends) and some sort of solution or distraction.

Oftentimes, Lonnie and or Doug would join them if they were outside or in the girls' room. But when it came to Ben's room, it was only the VKs that were allowed in. Mal always blamed Jay: she said that he had dared her to climb up to his room to make sure that she hadn't gone soft. Whereas Jay always proclaimed that Mal had dared him to race her to Ben's room from the outside. Either way, they had wormed their way into his heart (and room) and he just knew for whatever reason that they wouldn't disappoint or betray him.

And they didn't.

Not at the luncheon, that's where his so called friends showed their true colors.

Nor at the coronation where it seemed like bad situations were turning up, only to go into even worse situations.

Oh how nervous he had been! Especially when Mal gave him that cupcake, worry clearly etched on her face, he wanted so badly to comfort her, to make her smile. So he took a bite out of the antidote, his feelings for her never wavering even as she searched him for a sign that the cupcake had taken effect. He had a feeling that she only reacted so passively duel to the increasing amount of nerves and shock (when she finally did get over it, she ignored him for an entire day that he spent trying to get her to talk to him before telling him that the next time he scared her like that, she would make facing Maleficent seem like going for a stroll in the park).

Then, when Jane had taken the wand, Ben's only thoughts were to protect Mal. Yet she courageously wrestled away the wand…only to point it at him. Her hands were shaking, her voice trembled, and he could see the desire to make her mother proud battle with her own desire to be happy. So he wasn't surprised when she lowered the wand. But he was ecstatic when she announced her desire to stay and continue her life in Aurodan with her friends. With him.

Until Maleficent attacked. He watched proudly as Mal stood up for herself. As she tried to do the right thing and give the wand back, to defeat her mother. But then his instincts took over as Maleficent shifted her stance, she was going to attack! He started to charge, a roar at his throat to scare-

Nothing. Except…

Mal, beautiful, wonderful Mal, stopping him with a relieved laugh as she explained what happened. Mal, trying to make amends between a mother and her daughter by shouldering the blame. Mal, forgiving Audrey, like the noble queen she was.

It took a few days after the party before they were finally able to talk about what had happened. About how she felt. About what they would do. He once more pledged his love to her, and even though she didn't say anything back, her blush made it worth it. As they stood outside her door, saying goodnight, he asked her out, for real this time. When she said yes, once more blushing, once more reacting to the situation instead of keeping her expression under wraps, he knew that in his heart of hearts he would love her till end of time, always sure of her affection for him, even if she never told him.

*~*~*MB*~*BM*~*~*

A/N: So! Another oneshot that has nothing to do with my current story Pranking Kid Flash! Ahhhh, don't you guys love me?

Anyhow, this story came to be because I really love this movie and its spin off tv series and the books, but I wanted a fanfiction that explored Ben's inner thoughts. When I first came up with this idea, I think there might have only been one or two stories about Ben's thoughts, but they weren't for the whole movie, only for pivotal scenes. Apologies if my writing style is confusing!

Since I'm back in college, I do not have much time to be writing. This oneshot was written over the summer over the course of a few weekends when I watched this movie religiously. However, Pranking Kid Flash is fully plotted out now, and if I ever get the time/motivation to write I promise that it's my number one priority (I also have a DND campaign going on in my head that's also pretty high up there, sooooo… There is that…)

I love you guys so much! I hope you're all having a great year. Please let me know if there are any grammar or spelling mistakes, or, even better, if you liked the story! Thanks!