A/N: I was planning on holding this chapter until I typed out another until I realised it's been a week since the last update. Oops. Here it is. Reviews or comments (good and bad) are welcome. I'll try to get back to you but I'm terrible with that sort of thing.

Also, thanks to msSchneeheide for our lovely chat. :) And to Shayne who can't help herself (ARE YOU HAPPY NOW? lol).


"Pinocchio. You named him after a storybook character." She slumped back against the windows. "A puppet that turned into a real boy."

August looked down at his hands, clenching and unclenching them. "I wasn't suppose to make him. The deal was that I'd work on the code and then Hen- my benefactor would apply the knowledge in a controlled environment."

She noted his little slip but kept her silence. It was better to listen to everything right now before August chickened out again. "So you built him and put the A.I. in him?"

He nodded. "It worked. I spent the remaining months with him, teaching him basic stuff like a parent would teach a human child. He learned, Emma. Like a toddler would. If he broke something and knew I would get mad - even if I've never actually been mad - he'd go hide and cry. It was a breakthrough."

"And illegal as all hell. Where was your benefactor in all this?"

"He had some problems with his people but when he found out, he told me to record everything down." August snorted in derision. "As if I hadn't already."

"So what happened after? I mean, if you were so successful, why'd you come back to Gepetto looking for work?"

He hesitated. "That, I can't tell you. I would get in serious trouble."

"You just told me about your illegal activities, August. How much more trouble are you going to get into?"

"Well, for one, what I told you was about me. And I got permission to tell you that much. The rest...well, there's a lot of names being thrown about. Powerful ones. And, Emma, much as I want to be honest with you, I value my life more."

"Your life?" She stared at him. "Who the hell did you get involved with, August?"

"It's not like I knew who he really was at the time," he snapped. "Not until I asked him about a month later."

"Are you fucking kidding me? You, what, accepted a business deal without knowing who the hell you'd be working for?" She was shouting now, the implications of what he had done actually dawning on her. "Fuck, August, he could have just been luring you in to kill you the first day. In fact, with what you just told, I'm surprised you didn't get killed soon as you gave him everything."

"Well I wasn't exactly in the best place when he offered to me, you know," August said, his voice rising too. "Gepetto was pretty much more invested in you than me and I was shoved to the small corner where the only thing we did was input basic programs for the droids. I wasn't gonna get hired anywhere with those credentials."

"Pretty sure signing an NDA with some mysterious guy isn't exactly a point for your resume either." Emma rubbed her face. "Shit. Okay."

He sighed and slumped back in his seat, eyes closed. "Look, I'm sorry but I did the two years and came back safe and sound. There's no point worrying about it now."

"I'm more worried about what's going to happen."

"That's up to Henry so there's no point in worrying about," he said. His eyes popped open as soon as he finished speaking but it was too late. Emma stared down at him.

"Henry, is it," she asked in a measured tone. "What's his last name?"

He shook his head. "Emma, I can't tell you."

She stared at him. There were a lot Henrys, especially after the resurgence of classic names thanks to the reboots of movies. But pairing that name up with someone in power and extremely wealthy narrowed it down easily. There were a few international companies that had people carry that name. She narrowed her eyes.

"Jacobs, Dubois, Wong, Martinez, Eriksen, Mills." She listed out the surnames of people associated with the name Henry, watching his reaction carefully for any signs of recognition. He flinched at the last. "Mills. It's Henry Mills."

He said nothing but the look in his eyes affirmed it for her. She wanted to strangle him. "Jesus Christ, August, you got involved with Henry Mills, the heir to fucking Mills Industries. And the goddamn son of Cora Mills. Do you have any idea what's she capable of? Does she even know about your little experiment?"

"Do you think I'd be alive if she knew," he hissed, eyes flashing with fear as he looked around. He looked spook when she mentioned Cora's name. "And for the love of god, don't say any names."

"What? You think she'll appear and stab you in the heart or something?"

"Surveillance, you ass," he snapped. "I trust him to not betray me because despite his ties, he's a good guy. But I'm not stupid that I don't know he's monitoring me so I'd appreciate it if you would listen and not pry."

She flinched at his harsh tone but the growing fear and anger in his eyes subdued her so she nodded. "I'm sorry."

"Look, today's been a long day. How about we sleep on it and we'll talk tomorrow?"

She hesitated, knowing he was right but reluctant to let this go. "Alright, fine. Do you mind if I crash here then?"

He sighed, running a tired hand through his hair. "Yeah, sure. You know where everything is."


17th May

She felt a nudge against her leg and opened her eyes, peering blearily up at August. He was leaning over her with two steaming mugs. "What time is it?"

"Ten past eight," he said, waiting until she sat up before handing her the mug. "You alright?"

"Yeah, just tired." She took a sip, wincing at the bitterness. "Damn, ever heard of sugar?"

"Ran out and you know I hate the cheaper synthetic so don't even start."

"Bourgeois bastard." She took another sip, breathing in the steam to clear her head. "How much are they selling it for now? I've lost track."

"Went up again, nearly twenty-five percent. I think it had something to do with the sugar cane farms getting tainted. The insecticide they used was apparently made from unapproved chemicals."

She leaned back on the sofa, resting the mug carefully on her lap. "Seriously, just buy the synthetic sugar. It's not gonna kill you."

"It doesn't taste the same," he grumbled. He sat down beside her, nudging the blanket out of the way. "There's always that weird aftertaste."

"You're so picky."

"Shut up."

They sat in silence, Emma staring down into her mug while August toyed with his. It was comfortable enough but she knew he was waiting for her to start asking questions again. After another five minutes where she watched him twist his mug this way and that way, she finally broke the quiet.

"What happened to the droid? To Pinocchio?"

"I'm not a mechanical engineer so when I made made him, I accidentally chose an old computer chip." He spoke quietly and she could sense his sadness. "By then it was too late. After seven months, his body finally shut down and I extracted his memories."

"You cared for him?"

He gave her a sidelong look. "He was a machine. Hell, he even looked like one since I didn't have any synthetic skin to cover him but...he was a kid. In the end, he was a kid. And I miss him."

She squeezed his arm in comfort. "I'm sorry then, about what I said last night."

"Thanks." He patted her hand and gave her a longer look, seeming to decide something. "About Regina…"

She stilled. "What about her?"

He cleared his throat. "You wanted to know why I know so much about her."

"Well, I didn't put it like that...but yeah."

"It's nearly nine," he said, checking his watch. "Why don't we get breakfast first then head over to White Knight. I'll tell you what I can about her."

"Deal."


Regina stared into the bathroom mirror, noting down every aspect of her face. Unlike most of the other models, her make-up wasn't permanent so she spent most mornings carefully applying the various powders and creams.

Right now, it was bare of anything, a blank canvas for her to paint over. She closed her eyes, blocking out her reflection and turned her attention inwards.

The nanobots had, over the last few days, worked laboriously, attaching themselves and extracting hidden information from her memory chips. She cursed them silently, not wanting to remember, but helpless to stop it. So all that was left was waiting.

She noted the time and sighed, opening her eyes to start on the make-up.

She and Daniel had a lot to talk about.