A/N: You may have to squint and turn your head a little for this chapter. It all depends on whether or not it all works together. Like I said before, I'm delving into uncharted territory for me and I kept changing little details of this chapter, which will hopefully all mesh together in the end. If not then... it's fantasy. Ignore anything I said about science-fiction. Yup... Thank you so much for the great reviews. They make me smile, and I do love smiling. Enjoy the new chapter!

Disclaimer: I do not own Doctor Who or Once Upon a Time and I am not making any profit from this story.

Pronunciation Guide:

Rooina: Roo-ee-nah

Rooinan: Roo-ee-nahn

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Chapter 7

"Breath of Death"

Previously:

The creature pressed its giant paws into the ground, pulling itself out of the hole. It sniffed the air, turned to the apple tree that had been atop its prison for so many years and let out a rattling breath. The tree blackened and crumbled into ash.

"Doctor, what is that thing?" Emma called. She couldn't tell whether or not he'd recognized it, but he seemed awfully tense.

"Um…"

"Doctor?" Emma could forgive herself for sounding a little panicked at that moment.

The Doctor spun around quickly. "Okay. All humans with a high energy content - that's all of you, by the way - Run!"

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"What was that thing?" Emma asked. She was holding tight to her gun, more as a comfort than to use at this point. They had all run like the Doctor said, going for the nearest shelter which happened to be Regina's house. Emma remembered seeing the green glow from The Doctor's sonic screwdriver before he ran with them, but she hadn't been able to hear its whirring noise over the panic roaring in her ears.

"Oh, just something that really shouldn't be here. I've disoriented it for a while, but that won't last for long," the Doctor answered, nudging the curtain aside with one finger to peer outside. When he saw nothing out of the ordinary, the Doctor pulled his hand back. "It's left. For now."

"Thank you so much for the clarification," Regina said sarcastically.

"More importantly, you shouldn't be here," the Doctor said, turning on Regina. Regina bristled.

"This is my house. Are you telling me that I should be out there with that… thing?" Regina said, advancing on the man as she did. Their noses nearly touched, but the Doctor didn't budge or blink.

"No, not at all. What I mean is that you made a colossal mistake putting your little town here, particularly at a time and place where that creature could get trapped under your tree," The Doctor said. The Time Lord's nostrils flared and he bit out his words. "None of this should be here. Together."

"What does Regina's tree have to do with anything?" Emma asked before Regina and the Doctor could get into a fight. The Doctor's attention snapped to her.

"It's the focal point," he said. "Or, well, it used to be."

"Focal point of what?" she asked.

"The curse."

"How would you know that?" Regina asked.

"I'm clever," The Doctor said, causing Regina to roll her eyes. The Time Lord then frowned, as if just realizing something. "You didn't know that, did you?"

Regina turned defensive. "Does it really matter?"

"You cast a curse - a full-blown dark curse - without knowing all the details?"

"I…"

"Of course, you were too busy plotting your revenge," the Doctor said exasperatedly. He began to pace, pulling his sonic screwdriver out of her pocket to flip from one hand to another as he thought out loud. "There's not a lot of time to figure out a plan. If we don't work fast, this town is in danger; Grave danger."

"How? We still don't know what it's in danger from," David said, stepping into the conversation and attempting some kind of control over the situation. It was moments like this when his posture changed and you could almost imagine a sword hanging from his side. Mary Margaret stood back from the rest of the group with her arm protectively around Henry, but her eyes were wide with worry; worry for her family.

"I've never seen anything like that creature," she said. "I mean, it reminded me a little of a Chimera but… nothing like that is supposed to be in this world."

They all turned to the Doctor, expecting some explanation. He had stopped pacing and was very still, something Emma wasn't used to seeing; The Doctor being still almost seemed wrong. He faced away from them, staring at a wall as he recounted something from memory.

"There was a planet called Rooina - very far from here, very quiet with these beautiful flowers that glowed at night. The ancient people of Rooina said that they glowed because, when they saw the stars every night gleaming in the sky and drawing the gaze of the people upward, they grew jealous. So, they learned to glow so people would look at them. It's a silly story, of course. Flowers don't get jealous; sad, maybe, but never jealous."

"It sounds wonderful," Mary Margaret commented. The Doctor nodded.

"It was. They glowed because they had energy much like your magic in them. Rooinan scientists discovered that it was present in many other species on their planet, including their own. They experimented. Unlike the flowers, they were capable of jealousy and that led to them wanting more than they needed, which they most likely got before they lost it all," the Doctor said.

"What happened?" David asked.

"That creature happened," the Doctor said, causing hearts to stop all around the room. "The Rooinan's weren't alive long enough to give it a proper name - remaining research called it Subject A3-7 - but many of the surrounding planets that heard the stories gave it one. All translated roughly to the same thing - The Breath of the Dead."

Emma was afraid that she might be developing heart problems, because her heart stopped for a second time. Everyone's expressions in the room were grim and no one seemed willing to say anything at the moment. They had no idea how many Rooinan's there had been, but the idea that an entire population had been taken out by something that was now lurking outside in their town… it was terrifying.

"It feeds on magic doesn't it?" Henry finally asked. His voice was heavy with worry as he looked specifically at Regina.

"It feeds on a specific type of energy," the Doctor corrected. "Subject A3-7 was an attempt at harnessing more of the energy. Someone got the formula wrong; created a beast that would consume high concentrations of energy without the capability of stopping."

"Which is why Subject A3-7 would want us," Emma said, earning a nod from the Doctor who stepped closer to her.

"Yes, and it's had many years to acquire a taste for your world's specific magic, trapped under that tree," the Doctor said. When Emma gave him a questioning look, he jumped to explain. "That apple tree had magic in it, which over the years has been seeping down to the creature - not enough to wake it up but to keep it alive. It might have remained there 'til the end of the world, but recent events have changed that."

"Oh," Emma said, gulping.

"Yes, oh." The Doctor turned away from her. "So, who's the moron who brought all that magic here that didn't belong?"

"That would be Mr. Gold," Regina answered without hesitation. No love lost there, obviously.

"Yes, right, Rumpelstiltskin. Of course." The Doctor's gaze shifted about as he thought. Finally, he seemed to come to a conclusion and clasped his hands together. "Okay… This town is teeming with magical energy thanks to Mr. Gold, but the creature is hungry so it's going to want a feast, not a snack. Does anyone know where the nearest and largest concentration of magic can be found?"

"Well, that would be … oh no," Mary Margaret said, eyes growing wide.

"What, where's it going?" Emma asked.

"Mr. Gold's shop," Regina said grimly. "It's filled with artifacts and with Rumpelstiltskin there it will be like a buffet."

"Oh, that's not good at all. Worst case scenario, in fact," the Doctor said, eyes as wide as Mary Margaret's.

"He might be able to stop it though, right?" Henry asked. "I mean, he's really powerful."

"I'm afraid he'll do quite the opposite," the Doctor answered, pacing again, and then he suddenly froze. "Unless…"

"What?"

"That might just work," the Doctor muttered, hurrying towards the door.

"Doctor, what will?" Emma asked. The Doctor stopped himself with his hand on the doorknob to look back at her. He did not look excited or bounce with energy. The Time Lord was grim, resolute, like he was about to go off to war.

"I'm going to drown it," he said, and then he was gone through the door.

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"Are you going to explain anything to us, or are you going to start playing the dark and quiet hero now?" Regina asked, following the Doctor down the street. They were just around the corner from Mr. Gold's shop and the Time Lord hadn't said a word since leaving the house.

"Do you know how to drown a fish?" The Doctor suddenly asked. He didn't look back at the group trailing behind him; just focused on his path.

"What?"

"Drown a fish. How is it done?" he repeated.

"Take it out of the water, I guess?" David said.

"That's the simple answer, yes," the Doctor said. "Fish need oxygen just as much as most other life forms but if there is too much, their bodies are incapable of processing it quickly enough."

"So you're going to do the same with the creature? You're going to drown it in what it needs," Mary Margaret asked. The Doctor nodded. "How?"

"By destroying its ability to filter the magic," the Doctor said. His teeth gritted together. "It will be painful."

"Just as long as it's dead," Regina said. That caused the Doctor to stop, jerking around to stare the evil queen down.

"That creature was likely sent to Earth because this place wasn't supposed to have anything for it to consume," the Doctor said, anger boiling up to the surface. "It would have been far less painful for it to starve than what I am about to do to it. It's going to suffer. It's going to be far more frightened than it would starving to death - all because you wanted revenge. So don't be happy when it dies; don't feel like you're better than it, because you're not."

"Doctor," Emma said. Regina was pale, a mixture of anger and regret twisting her features as she shook. The Doctor did not look Emma's way. The searing energy drained out of him, as his expression turned sad. He drew closer to Regina.

"You have lost so much, Regina, and you're going to lose even more," the Doctor said, voice soft as their foreheads nearly touched. "You're filling up that hole with things that will seep right out again and in the end you will be very alone. Believe me when I say that is a horrible state to be in."

"What am I supposed to do?" Regina asked, and there was no bite to her words. She did not pull back or brush the Doctor off. Her eyes shone with intense emotions that were difficult to separate from each other or decipher, but it was clear that she wanted answers from this strange man. The Doctor gave her a sad smile.

"You're not alone yet. That's a good place to start," he said, then stepped back from Regina and diverted the conversation to a more pressing subject. "Ok, I believe we have a shop to blow up."

Emma blinked. "What?"

The Doctor cut around the corner without answering.

"Did he just say…" David began.

"Yup," Emma said, grimacing. She sighed. "Come on."

Emma nearly ran into the Doctor's tweed covered back. She peeked around him to see what had stopped him so soon and froze as she saw the glistening hide of the creature, the Breath of the Dead. It did not notice them. Instead, its attention was focused on Mr. Gold's shop, which the beast was trying to get into. Magic shields were up and glowing strongly, showing that Mr. Gold was clearly there and aware of the threat outside. Too bad he didn't seem to know what kind of threat it was.

"Oh, that's not going to work," the Doctor muttered, and as soon as the words left his lips the beast acted. The beast's jaw stretched and its breath came rattling out once more. Emma felt like her insides were shaking along with it.

The glow of the shield began to dull as the energy was seeped out of it. Then, it went the same way as the tree and turned to ash, collapsing onto the outer walls of the shop. Emma caught sight of Mr. Gold at the window, an emotion crossing his face that she had hardly ever seen there since meeting him: Fear.

The Dark One was afraid, and they were too late.

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A/N: So, I'm not trying to do any shippers here but I kept picturing this moment between Regina and the Doctor, so it had to be done. By the way, did you know that Microsoft Word doesn't know how to spell Rumpelstiltskin? That's fine, except I'm always nervous that I got something wrong in the spelling. Anyway, I hope you can take some time to review. Check in soon for another chapter.