AN: Fast update but here you go…

-O-O-O-

The Enchanted Forest, Just Before the Curse

She slipped easily through the shadows of this castle, unnoticed. A dark figure curved along the dark walls, horns reflected in a jagged and misshapen silhouette. She knew he was here, in the bowels of the prison, tucked safely out of sight and out of mind by that brainless princess and her husband. Too naïve, they underestimated evil. It was the entire reason they were in this mess to begin with.

"Trying to sneak up on me, deary? Nice try."

She straightened, slamming her staff hard against the stone floors in surprise. She look up where he was perched in the center of his cell, cross-legged and scribbling away at some long scroll of parchment.

"Fancy meeting you here," she all but scoffed, continuing towards him. "I have a favor to ask of you," she began, not bothering to clutter their meeting with pleasantries.

"I don't remember owing you anything," he sneered and rose, tossing away his writings, gold tinged skin glinting like scales in the moonlight filtering into the tower. "Maleficent."

He said her name like spitting out poison, and yet it hissed through the cavern like a whisper.

"You don't. I'd like to make a deal."

"Oh not beating around the bush are we? Have you already made up your mind, then?" He practically bounced up to the bars, leaning his face through them. "Or shall I remind you of…"

"I know the price," she stopped him. She glanced away, into the tunnel that had led her here, taking a moment to steel herself and beginning again. "Whatever it is, I will pay it."

"Oh, I love it when they say that!" he chirped excitedly. "What'll it be, my dear? King Stefan's knights on your trail? Or were you looking for another sleeping curse?"

"I can take care of my own sleeping curses, thank you," she defended, insulted. "I've forgotten how proud your darkness has made you."

"What is it you want, exactly?" he countered, smile broadening grimly, teeth flashing.

"I know about Regina's curse."

"And you're wanting me to protect you from it? Sorry, deary." He stretched his hands through the bars, gesturing around the cave. "A bit indisposed."

"I want you to protect my child. Since you're stuck in this place…" She glanced through the bars of his cell, grimacing. "…you'll have to tell me how. How and where I can create a portal to a land where she will be safe."

A maniacal giggle echoed around her and he drew back his hands. "A child? Oooh, what a surprising twist! Tell me deary, is it reptile or mammal?"

She shot forward and grabbed at his throat, catching him easily through the bars, almost like he was willing.

She pressed her thumb against the tender skin over his windpipe, but he didn't even flinch.

"Save my child. Tell me the price, so we can be done with this."

"Your price," he hissed, "Will leave you trapped in your dragon form. Are you sure you'll sacrifice your mortality for this child?"

"Anything," she repeated, releasing her hold on him, swiping her hand over her gown for effect, reminding him how filthy she thought he was.

"The deal is done," he sang, wriggling his fingers.

"Tell me how to save her."

He twittered once more, grinning like a wolf after supper.

-O-O-O-

North Carolina, 1998
Emma 15, Snow 43

Emma sighed, rifling through her backpack for a pencil, slapping a notebook out onto her desk. Her mom might be proud that she was an all-A student, but she definitely wasn't the most organized one.

The blonde boy in front of her leaned back, holding out one of those nice, blue mechanical pencils.

"Thanks," she said, taking it with a blush. She was still getting to know people here at this new school, and still sort of felt out of place. But the boys weren't difficult to look at, she could grant this place that at least.

He gave her a smile. "Anytime," he said before turning around to face the front of the room.

A girl plopped down beside her, tossing her unraveling backpack onto the lab table. They didn't greet each other until class started and the teacher prompted them to work with their partners for answers to the study guide. They split up the questions and started working in silence. The girl didn't seem to want to talk, and Emma could respect that. But the awkwardness was too much, and eventually she spoke.

"I'm Emma, by the way."

The girl glanced up. "Lily."

"Did you just move here?" she asked, peeking to copy Lily's half of the questions.

"You could say that." Lily kept her expression blank and her voice even.

Emma shrugged. "Just wondering. It's the third week and I haven't seen you around."

Lily nodded. "I just moved. From Massachusetts."

Emma watched her scribbling the last few answers. On her wrist, where her hoodie sleeve was pushed up, Emma could see the outline of a star.

"Wait. Did you say Massachusetts? Lily?"

The girl glanced up from her study guide, eyeing her, clearly confused.

"I'm pretty sure we went to kindergarten together. That's too weird."

Lily's face suddenly blossomed into a smile. "Emma? Yeah, I remember you! Weird…"

"I remember your birthmark," she said, pointing with the end of her pencil to the girl's wrist.

When the bell rang for lunch, Emma stuffed her books away and stashed the mechanical pencil before the boy could ask for it back.

"Hey, I usually eat lunch outside at the picnic tables. You can meet me there, if you want," she said before Lily could manage to slink away.

The girl shrugged her backpack onto her shoulders. For a moment, Lily looked unsure. Her eyes darted away and she shifted. Then she gave a small smile. "Um…yeah. That sounds good."

-O-O-O-

A few Weeks Later

Snow glanced up from the bills spread over the breakfast bar when Emma's laughter sounded through the house, and her daughter stepped through the front door with another young girl trailing behind.

"Hi, Mom," she greeted cheerily. "This is Lily."

She gestured to the girl, who wore ratty jeans and carried a worse-for-wear looking backpack, brown hair framing her face prettily.

"Hi Lily." Snow smiled. Emma rarely brought friends home, not because they weren't welcome. It just didn't happen. But Snow knew all the names of the girls on her team, and Lily must've been a new friend.

"We're gonna work on some homework," Emma said, stalking backwards for the stairs. "Can Lily stay for dinner?"

"Sure. Its spaghetti, if that's ok."

"That's fine," Emma shot over her shoulder, her and her friend already halfway up the steps, giggling again over some silent joke that Snow had obviously missed. She went back to her work, but couldn't help sensing something was off. She planned to interrogate Emma later, gently of course.

Upstairs, Emma led Lily to her room. "Pretty sure I still have your dragon pencil sharpener somewhere," she laughed, tossing her backpack in her desk chair.

Lily browsed the string of photos Emma had strung over her bookshelf, polaroids her mom had taken of them together, a few seasons of softball team pictures.

"Your mom seems nice," Lily said, scouting the bookshelf now. Emma still had her old storybooks displayed on the top shelf, but she didn't have anywhere else for them.

"She's pretty great."

"So what about your dad?"

Emma shrugged, stretching her legs out on her bedspread. "Don't know. I kind of figure he left us. She never talks about him."

"Do you even know his name?"

Emma glanced away, shaking her head.

"Maybe she left him." Lily perched next to her.

"I don't know." Emma shrugged again. "I don't really care. Its been fifteen years and counting without him, so I don't plan on him popping up any time soon. We do fine by ourselves."

Lily looked away, toying with a stray thread in the blanket.

"What about your parents?" Emma questioned.

"I don't have parents," Lily said, stiffening. "Even when you knew me in kindergarten, I was in a foster home. They moved me to this group home here because the family I was staying with finally chose to adopt."

Emma was quiet. Even though she didn't have a dad, she loved her mother a lot. And she couldn't imagine not having her. "They couldn't have kept you too?"

Lily's lips curled distastefully and she shook her head. "Once they find what they want, they're pretty quick to get rid of the other nuisances to their perfect family portrait. Besides, nobody would want me anyways."

"That's not true. You're cool. You're funny," Emma offered.

"Once you're over ten, its pretty difficult to get adopted."

"I don't see why. Family is family, regardless of how old you are. You don't just disappear from your parents' life once you turn eighteen."

Lily shrugged. "I guess that's how they see it. You aren't cute anymore. You're already screwed up."

"You don't seem screwed up."

Lily stood suddenly, crossing the room for the small array of nail polish Emma had on top of her dresser. "Let's stop talking about it." She plucked a dark blue polish from the row and sat back on the bed, uncapping it.

The girls came down to dinner with matching fingernails and toes, giggling happily. Emma's mother asked about school, and how Emma's project for English was going. She reminded her about the formal dinner this weekend, her first one since she'd forced her to join that stupid club.

So far, they'd learned the proper way to set a table, and which fork to choose when, and how to place your silverware when you were finished. She doubted she'd be using that any time soon.

After dinner, her mom offered Lily a ride home, but she refused.

"No, thank you. I live just a few blocks away."

"Are you sure? Its dark now."

"I can make it. Thank you for dinner, Miss Nolan," she said, seeing herself out after waving goodbye to Emma.

She helped her mother with the dishes, and cleared the kitchen.

"Oh, I found the prettiest dress for you to wear this weekend. I want to see you try it on," her mother begged.

"Ok fine." She succumbed easily, knowing she'd have to eventually. "Just tell me one thing. Its not pink, is it?"

"Its blue."

"Oh, thank God," Emma sighed dramatically.

Before the full length mirror in her mother's room, she turned side to side, inspecting the dress from all angles. "It isn't horrible," she conceded.

"It's pretty on you. Its nice with your complexion." Her mother fluffed the skirt, and Emma was at least thankful the dress wasn't a full ball gown. She wouldn't have known was to do with that. Probably trip over herself the entire night.

"Thanks, mom," she said, when she caught her mother looking wistfully into the mirror. For a moment, she could see how alike they looked. Everyone told her they looked alike, she just didn't always see it. She dropped her head onto her mother's shoulder, watching them standing together.

"I love you, Emma."

"I love you too."

Her mother straightened to kiss her cheek and turned to the bed where she'd laid out an old, other-worldly looking gown. She picked up a hair comb, a swan laid in gold on the top. Emma had seen it many times, and didn't know where it had come from. She just assumed it was some sort of family heirloom.

Her mother stepped behind her, threading her fingers through Emma's long hair to begin braiding it expertly.

"Mom…" Emma sighed. "Why don't you ever talk about my dad?"

She felt her fingers pause in her hair, and begin again slowly, hesitantly. She couldn't see her face anymore in the mirror, but she heard her take a breath.

"It was a very long time ago…" She started, like the stories Emma used to hear when she was younger. "We loved each other very much. There's never been another person who I felt that way about…and never will be again, I'm sure. But…things…didn't work out the way we thought. We lived far apart...and he had obligations…But he wanted you to have a good life, Emma. And I know…I know he loved you."

She pressed the swan haircomb into her hair, pulling a few strands forward to frame her face. The answer was vague, but she could accept it. She knew it was difficult for her mother to talk about, and didn't want to push her.

"There. You look beautiful."

She didn't miss the way her mother's voice shook.

She turned and hugged her close, burying her face in her thick, soft sweater. "Thanks for the dress, Mom."

"You're welcome, sweetheart."

-O-O-O-

The Evening Before the Formal

"That's pretty. You should get it."

Emma turned her wrist back and forth, watching the blue and white stones in the bracelet catch the light. "I like it. It'll go with my dress."

Lily rolled her eyes. Emma hadn't needed convincing that the idea of cotillion dinners was stupid, but Lily was absolutely opposed.

The brunette turned, browsing a rack of earrings, shutting herself off like Emma noticed she had a habit of doing.

"I don't have the money for it," Emma said, placing the bracelet back on the counter.

She felt sort of awkward buying things around Lily. She and her mother weren't rich by any means, but she could tell Lily's clothes were secondhand and she just didn't want to make things weird. After what they'd talked about at her house a few days ago, she didn't want to touch any nerves.

Lily was beside her again, grabbing the bracelet and snapping off the tag, stuffing it in Emma's purse in one quick motion.

"What are you doing?" Emma hissed, instantly quiet when a sales woman walked by.

"I'm not doing anything," Lily said with a smirk. "You're doing all the work."

She slipped onto another aisle, pretending she hadn't just suggested Emma do something most certainly illegal.

Emma caught up with her, turning the corner once she was sure nobody had overseen their exchange. "Are you serious? Do you do this all the time? Is this some kind of…"

Lily planted a hand on her hip, tossing her ponytail over one shoulder.

"You said you liked it. You said you didn't have money for it."

"But that doesn't mean I want to…" mma started, her voice rising. Lily grabbed her hands, effectively silencing her and letting her eyes dart over her shoulder. A woman was passing, browsing the purse section all too slowly.

Once she had passed, Lily continued. "You can't tell me this doesn't feel just the least bit fun to you? Exciting? No one will ever even know." She smiled in assurance, and Emma tried to convince herself that this was one time thing. That the bracelet was pretty enough, and would definitely match her dress perfectly. And as she followed Lily out of the store, heart racing, she definitely—definitely—convinced herself that her mother was not going to find out under any circumstances.