Disclaimer: I do not own Once Upon a Time. Only my OCs and my version of the tales.

Chapter 3: To Become

"As you two are former fairies, regular magic is going to come differently to you." Rumpelstiltskin stood in front of his new apprentices, trying to figure out the best way to teach them at one time and continue with his own work and dealing, "And you," he turned to Rose, "being a wolf, any magic you learn is going to be wild and unrefined. You three are going to need to figure out your purposes, what you want to accomplish as witches or sorceresses, in order to work the magic to your wants and needs."

He stopped pacing for a moment and smiled, "And I know the best way to do it. Wait here." With that, he disappeared in a dark red cloud of smoke, leaving the girls looking confused.

"Why must he be so cryptic?" Jess asked, wrinkling her brow.

"I've watched my step-grandmother and step-mother both perform magic." Rose frowned in determination, "I don't care what magics I learn, as long as I don't lose myself in the process. I know our hearts are Dark now because of what the Crone did to us, so it wouldn't matter, but I have morals. I'm gonna need to draw a line at what I do or don't do." She sat down in a chair and crossed her arms, "I'll do whatever it takes to protect my family, but I have my limits. I need to let him know that up front."

"You'll only go as far as you want to go." Nyx said, sitting next to her, "But understand, there are times when you're going to look at a situation that needs you to be Dark. That needs you to cross that line." She thought for a moment of her own past, "I was a fairy for a long time. Believe it or not, Blue was my best friend. We were almost like sisters." The girls stared at her in shock, "I was her right hand fairy. I followed the rules, religiously. I believed they were the most important thing in the world and that they were to be adhered to like a gospel."

"What happened?" Jess asked, joining them, "When I met you, you had already lost your wings."

"Blue did that." Nyx had this faraway look in her eyes, like she was lost, "My friend, whom I thought of as a sister, turned on me. For something… life and death." She closed her eyes, remembering, and took a deep breath, "I had been assigned to this young girl. Easy stuff, really. Nothing I hadn't done a million times. What I didn't count on was this dragon showing up. I got there when I was supposed to. I had just left a meeting with Blue, and the girl's village had been destroyed. Burned and ravaged. I looked on in horror. Everyone, gone. I heard crying coming from the well. I went over to check, and it was my charge. Her mom had placed her there to protect her."

Tears were streaming down her face as the horrors of the memory came rushing back, "I got big and pulled her up to safety. She just kept crying; over and over." She sniffed and wiped her eyes, "The Dark Lady showed up. I pushed the girl behind me, to protect her. Or so I thought. The woman just stared at the scene in front of her, like she was resigned. She looked at the girl and called her name."

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"Hello, Lina."

"How do you know her name?" Scarlet demanded, pointing her wand at the woman.

"This village used to be under my protection. That changed, thanks to you fairies. I was forced out."

"I've only been coming to this village for two months. It wasn't I who cast you out."

"You're right, you didn't." The Dark Lady's eyes glowed an eerie green, "I know your destiny, Scarlet of the Dream Fairies, and it has nothing to do with protecting dreams or following the orders of a self righteous pixie like Blue."

"That's my friend you're talking about."

"You friend? Let me tell you about your friend. She convinced this village they didn't need me. I had been protecting it for over a hundred years. Nothing ever happened to anyone in this village. Ever. After I'm gone, famine, plague, terror and destruction falls down like a flood. And before you say anything, no. I didn't do it. I may have been gone, but I made a promise to protect this village. I would never go back on my word. I've only been gone for a year, dealing with some stuff in the Underworld. And I come back to this."

She paused for a moment, staring intently at the Dream Fairy, "Let me ask you something. How long ago did she start sending fairies to this village?"

"Um, I'm the only one assigned to this village."

"Maybe you should ask yourself why it took her so long to send somebody in. And a Dream fairy, at that."

"I remember you." The little girl whispered, coming out from behind Scarlet, "You used to bring us food."

"That's right." Before anything else could be said, a great roar could be heard coming toward them, "The dragon's coming back. You need to get her out of here. Protect her. I'll take care of Maleficent."

"Maleficent?" Scarlet looked over in shock, "That's who did this?"

"She holds a grudge. Hard. And she's always had a way of going after Blue and the rest of the fairies. She used to be one. But the rules and restrictions started to get to her. Then they took her wings, for one little mistake, and she turned Dark. She started training in some of the darkest and cruelest magics there were. Stuff I've never even touched. She slowly became… something. A dark witch with hatred in her heart. Then she changed herself into a dragon. I've been able to keep her at bay. I guess as a fellow dark power, she has respect for me." She turned to Scarlet, "Taking a fairy's wings is cruel and heartless. It changes the fairy. Makes them different. In the case of Maleficent, she still claims the title of she calls herself…"

"The Malevolent Fairy." Scarlet whispered, "We made her that way."

"No, you didn't. Blue did." The roar got closer, "Get her out of here."

Scarlet picked up Lina and took off, flying in the opposite direction of the roars. She got to a clearing in the woods before landed, "Are you okay?"

"Where do I go?"

"I don't know, sweetheart. But, I'll help you figure it out."

"You'll do no such thing." Scarlet looked up as Blue descended down, "Do you know how many rules you've broken, Scarlet? You got big without authorization, conversed with the Dark Lady and took that child out of the village. What were you thinking?"

"What do you mean? Her village was destroyed. That dragon was coming back. I had to get her out of there. She's my job. It's my job to protect her."

"No it wasn't. You are not a Fairy Godmother. You are nothing but a Dream Fairy. And that's all you'll ever be. Your job is to take care of dreams and nothing more." Scarlet looked like Blue just slapped her, "It's situations like these that make me wonder how you were ever promoted from Dust Currier."

"I don't understand. Why would you want her to stay there and… die?"

"Because of her future path. It is our job to protect and guard this world for current and future threats."

Scarlet took a step back, "That's why you took the village from the Dark Lady. You knew what Maleficent was going to do. You set it up." She looked down at the scared little girl who was crying again, "Why would you send me there? Why would you, my friend, send me there to protect her dreams if you were going to do this?"

"Because I had hoped that you could change her path before it was too late. After only your second session, I knew that there was nothing that was going to change it." Blue glared at her, "You should have gone to the palace, to the princess, like I told you to. But you disobeyed my orders. You are to go back to the Glen, immediately. It's time you restarted your training."

"My, training…" Scarlet stared in shock, "What about the girl?"

"Leave her here. Maleficent will be along shortly." Blue glared before flying away, leaving the startled fairy and crying girl alone.

Scarlet looked down into the scared little face, "I… I can't leave you. I don't know what to do."

"I do." The Dark Lady walk through the trees and touched Scarlet's shoulder, "Blue underestimated you." She smiled down at the girl, "I'll make you an offer, sweetheart. If you live, Blue is going to keep finding ways to remove you from the Dark path that she can only see you on. She doesn't believe that you can choose to change the path."

Scarlet started to stop this deal, but she knew the Dark Lady was right. This little girl needed to live. "Tell me, Dark Lady, what did you have in mind?"

"Blue will always be able to sense her. If I take her, to my home, and give her a place to live she'll be protected."

"How?"

"I can shrink you down to the size of a Pixie. They're smaller than fairies and undetectable due to their size. I'll make sure you have your own little house to live in, you're always fed and you always have good dreams."

The girl paused for a moment, looked up at Scarlet for direction, "I think it's a good idea. Blue won't be able to detect you and you'll be safe from Maleficent as well." She looked up at the Dark Lady, "She'll need a new name."

The girl nodded, "I'll do it. I'll go with you."

"Sweet little Lina. Time to change." She have her hands and shrunk the girl. Picking her up off the ground, Lina stood no taller than her thumb, "Thumb sized. Perfect. You'll be my little Thumbelina."

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"Blue removed my wings for all of that." Nyx shoved up from the table, "I was wingless and powerless. I felt exactly how Persephone said I would feel. The way Maleficent probably felt. Alone. Hopeless. Full of pain and anger." She took a deep breath, "I ran into Rumpel. He took me in to his home. I became his caretaker. Cleaned his house and cooked his meals. And watched him spin gold, over and over again." She chuckled, "He was the one who got me to believe in myself again. He was the one who believed in me enough that I got my wings back. It's because of everything that happened that I learned that not everything is black and white. There are more gray areas in life than you think. Not everything is good or bad. Hero or villain. There are somethings in life that must be dealt with in uncertain terms. I was never a hero. Knowing I have a Dark Heart now, makes those tough decisions easier. Because those so-called heroes, those holier than thou good guys, aren't always as good as they seem."

"Well said." They looked over as Rumpel and Persephone walked in, "That happened in the future, correct?"

"Yes, my lady."

"That has yet to happen to me, but it does sound like something Blue would do." The Dark Lady shook her head, "Well, let's get revenge on her, shall we?" She waved her arm and now lining the side wall were three glass cases. "Allow me to explain my gifts to you. First, Nyx. Please step forward and hold out your wand."

Nyx looked at Rumpel and got his nod of approval. She held up her new wand and had to stifle a gasp when Persephone took it from her, "Your abilities as a fairy were that of dream and wishes. When you spent 200 years as an angry and avenging banshee, your powers were amplified, by a thousand. I now sense new abilities in you. Powers you didn't have before. You are more in tuned with the world, nay, the people around you. Please, hold your hands, palms down, over the wand. Focus your energy. Your power."

Nyx did as requested, closing her eyes in concentration. A bright purple and white light shown between her hands and the wand, causing Persephone's own green eyes to glow in understanding, "I see." She stepped back, allowing Nyx to drop her arms, "You, my dear girl, now have the power of foresight."

"Foresight?"

"It's an ability I myself have. Only, it was given to me by an oracle." Rumpel sneered, "I see a lot of things that get jumbled. It's more of a curse than a gift."

"Hers has manifested itself quit differently. With proper training, she'll be able to mentally travel the time stream and pick out pieces of history in the past." Everyone looked taken back by that, "Also, the future is an ever changing force. That's why I couldn't take you back. I could over shoot and put you in a timeline you're not meant to be in. But, with practice, you'll be able to see many futures. Especially the immediate ones. But, that's not all. I sense the power of emotional inception. It's the ability to feel or transmit other emotions."

"Transmit?" Nyx asked, confused, "Like, make someone feel something they don't?" The Dark Lady nodded, "I would never do that to anyone."

"Nevertheless, you must train in it, or it will consume you. You have vast powers that if not trained properly, can not only kill you, but those around you." While the former Dream Fairy was contemplating the problems, Persephone continued, "You now have the power and control over empathic manipulation, power deviation and replication and your dream and wish manipulation has quadrupled in power."

"Great!" Nyx laughed sarcastically, "That's just great."

"I have some tools that will help. The first one is your wand." She laid the wand on a pedestal and magicked in a long black twisted staff, "This staff was made from a black Ash Wood, born on the Volcanic Mountain. It was created in the Realm of Dreams." Nyx smirked, "Corny, I know, but it exists, as you should know." She laid the staff on another pedestal next to the wand, "Now, if I could have a strand of hair, freely given." The girl nodded a plucked a strand off and handed it over, "Placing the hair in between the staff and the wand," she sandwiched the hair, "adds a personal connection to you. Place your hands over the objects, and just like before, focus your powers into them. Infusing yourself within the objects."

Nyx did as she instructed, closing her eyes in concentration. After a moment, a bright light flashed, leaving just the staff. Now, infused with Nyx and her wand, the staff had a dark purple color streaked through the wood and a clear purple jewel at the end, "Whoa."

"This staff now is now an aide to you and your magic. You may change it's shape at your will, for convenience, but it will be a great focus and fighting tool."

"Fighting? I've never even thrown a punch."

"Gift number two. All three of you will receive personal, in-depth training in weapons and hand-to-hand combat. I've lost track of the number of times that I have been challenged, with or without a weapons, and had to defend myself." She pointed to Rumpel, who had sat down at his wheel, "He's had plenty of his own." She looked back at the girls, "I will be appointed special instructors to handle your lessons. Now, the staff was your first gift. Here's your third." She waved her hand at the first glass case. The staff appeared there, ready to be used, along with a thick black and purple journal-like book, "Gift number three. You must learn the basics, first, before you learn how to use the staff. Also, this books is specific for you, Nyx. For your powers. It's a collections of spells that I've collected over the years pertaining to every mental and telepathic ability. Some are basic everyday spells, while others are harder and little darker to handle. Again, your basics come first."

Persephone turned to Rosetta, "Your wand, Jess." Jessica handed over her wand, with no questions and did as Nyx did, concentrating on herself and her powers, "Interesting. That's something I didn't notice when I helped you all those years ago."

"What? What's wrong?"

"Nothing's wrong, dear. On the contrary, everything has just become more intriguing."

"If I saw that right," Rumpel said, not looking up from his wheel, "it's also more challenging." He paused with a smirk, "I love a good challenge."

"As do I." Persephone turned back to the red-head, "Without going into all of the technical terms, my dear Jessica, you're now a master weather witch."

"What?"

"That's too nice of a term, actually." Rumpel stood up and walked over to the girls, "Have you ever heard the phrase, "It's not nice to piss off Mother Nature?" The girls nodded, "Well, then, you be her."

"I'm Mother Nature?"

"Well, a form. You see, before, you were a typical every day Garden Fairy. I believe," He looked at Persephone, "and correct me if I'm wrong, being turned into a Wisp, took the plant magic already in you and expanded it to other forms of nature. Weather, as such."

"When you were sailing," The Dark Lady asked, "did it ever feel like the water did exactly as you wanted?"

Jessica pondered that for a moment, then nodded, "Actually, yes, it did."

"That was your powers working without you even realizing it. We'll need to create you a focus tool, like Nyx's staff." She put the wand on the pedestal, then frowned, "A staff?"

"If you don't mind," Jess interjected, "I kinda miss the old sword you had given me. It was short enough for me me, and I thought I handled it pretty well. I'm not really a staff type of person."

"I have a sword." Rumpel smiled, waving his hand with a flourish, and presented a cutlass sword with a solid gold hilt and a black blade, "I took this off a pirate from Tortuga before I killed him. The hilt is pure gold and the blade is made of a special obsidian with magical properties. I never got around to testing it though. I just know that the previous owner was a pirate with his own form of magic."

"May I?" He handed the sword over to the Dark Lady, "Interesting. This is a control sword. It's use is similar to Jess's powers. Not necessarily weather or nature based. More, it's concentrated on what the wielder wants done and the sword helps it along. I could be with magic spells or persuading someone to do something. It's perfect."

She accepted a strand of Jess's hair repeated the process with the sword and wand that she performed on the staff. Now, the sword had a red jewel at the end of the hilt and dark red waves weaved through the black blade, "The same goes for you as for Nyx." She waved her hand, sending the sword to it's resting place in the glass case and added another book. The book was almost identical to the first, except red instead of purple, "This book will be different from Nyx's s well. Your book will focus on spells, potions and incantations only meant for nature and weather. This book will also teach you how to bend the elements around you, not just create them."

"Are you talking about Ambient Magic?" Rumpel look at her curiously, "She can do that?"

"Yes, she can." Persephone looked at Jess proudly, "You will be able to tap into the very life force of the objects around you. Objects of nature. The life of the rock and trees. Of moving storms, earthquakes and volcanic eruptions. You will be able to feel them all. And when you do, you can control them."

"Are you serious?"

"Yes, ma'am. It's going to take some work, but we'll get you there." She nodded before turning to Rose, "Now, for the Little Princess."

"Please don't call me that. I haven't been a princess in over 200 years."

"Then, maybe you shouldn't be Rose Red anymore either." Persephone walked over and cupped the girl's face, "You need a new name. You for healing."

"Artemis." Nyx called, looking over, "If I can rename myself after a goddess, so can you. She's the Greek goddess of the hunt, the wilderness, wild animals and the Moon. I don't think any other name really fits you, does it? I mean, you spent those 200 years as the Luna Wolf. The Alpha Huntress of the Dark Forest."

"Luna Wolf." Jess murmered, "That's it. Artemis De Luna."

"Artemis of the Moon." Persephone nodded in agreement, "Perfect."

The former princess smiled, "I like it."

"Good." Rumpel stepped forward with a blue wand, "This is for you. I took this off a very irritating Animal Fairy. She was such a pest. When I released you from the Wolf's hold, I was able to capture the curse in an orb and purify it. I added a drop of your blood and a strand of your hair and added it to the wand to connect you with it."

Artemis grabbed the wand and felt a rush of power flow through her, "Whoa."

Persephone held out her hand to do the same test that the other two did. She closed her eyes and smirked, "Perfect." She looked straight ahead at the wolf shifter and nodded, "Your new name really does fit you."

"What do you mean?"

"This wand has connected to your blood. Upon the rush of power upon touching it, and I know you felt it, the wand awakened your true inner self. What you were truly meant to be."

"A wolf?"

"A hunter. A true hunter. That power that you have now has turned you into a true Goddess of the Hunt. When we're through with you, you'll not only have control over your wolf shifting, but you'll be able to communicate with the wild animals around you. You'll be able to understand their emotions and thoughts. You'll be able to heal any of them, as long as they haven't passed. You'll also, if you want, be able to control them. That's going to depend on you."

"Oh, well, I guess it would depend on the situation."

"Yes, it would." Rumpel said, nodding, "As a wolf shifter, you'll already have that ability to be an expert tracker, but that's usually only in wolf form. Now, with this new power, you'll be able to do that and so much more. You're right, dearie, you're not that princess anymore. You've always had an adventurous spirit inside you. Now, it's time to let it out to play." He waved his hand and presented a black and silver bow, "Persephone, I believe you are the one who gave me this, are you not?"

"I am. It was a gift to me from the goddess Artemis, herself. It's a magical bow, actually." She had him lay it on the pedestal, "It was made from the light of a full moon after a very special hunt. The black are rare pearls found on Olympus. You can thank Poseidon for those, those giant clams are dangerous, so I would recommend hunted for them. The power in the pearls promote wealth and prosperity. They bring good luck and abundance to those who own them. She infused them into the bow and blessed it with total accuracy. You'll never miss."

"Why did she give it to you?"

"I helped her out of a very sticky situation. It was given as a thank you. Now," She plucked a strand of hair from Artemis's hair and repeated the process from the first two. After it was done, the bow now had a deep blue jeweled tone running through the center; from top to bottom. She waved her hand and the bow and a matching quiver appeared in the girl's glass case, along with another book in the same blue, "You book will focus on everything Wild. From the Hunt to healing animals."

The girls joined each other to look in the cases, smiling, "For the third give for each of you." When they looked at her in question, she just waved her hand again, making another object appear in each case, "Artemis, once your training is complete, you'll have full access to this hat." The hat was a black top hat covered in dark blue lace. It had a silver goggles around the rim, with a black wolf engraved on both sides. "Trust me when I tell you, your journey as an adventuring huntress as just begun."

"Are the goggles important?" Artemis asked, looking at it closer, "I mean, what's the point?"

"I think they're fabulous!" Jessie smiled, "I don't care what they're for, I want some."

"Me, too." Nyx joined them at the case, "They're quit unique."

"If you'd like, I could make them another gift." Persephone walked over, "The hat was designed after a fashion statement someone on Olympus was known to wear. The goggles were always an interesting addition, but I never knew if they did anything or not."

"We could always make them do something." Rumpel called out, back at his wheel, "Glass of any kind to be spelled to see whatever you want them to see."

"True." Persephone pondered for a moment, "Since it's Artemis's hat, how about we make the goggles see magic, of any kind. See it and through it."

"I like that." Rumpel sat back, "How about you also make able to navigate with them? Like a compass, telescope, an astrolabe, armillary sphere, sextant and any other navigation or astrological tool that we could think of." He smiled, "Once they have they're powers under control, Jessie's going back on the sea, Artemis will hunting and Nyx will be traveling. This way, they have a tool that can get them wherever they need to go, however they need to."

"That's brilliant." She smiled. Waving her hand again, she cast a spell over Artemis's goggles and put matching goggles in the other two cases. Nyx's had owls and Jessie's had foxes.

"There. That takes care of that. Now, Jess, that is a real ship in that bottle. I made an exact duplicate of the Jolly Roger after you first boarded it. Changed the color and gave it the name of the Crimson Rose. When you're ready, you can finally set sail, with or without a crew. This ship is magicked to be able to sail itself." The girls looked on in amazement, "I did make a few adjustments to it, some unique surprises, that'll come in handy once you board." She looked over at Rumpel and then back to Jessie, "You do want to go back to sea, right?"

"More than anything."

"There you go. Now, Nyx, that pocket watch is for you." Nyx looked at the black watch in the case. It had a silver owl on the front dark purple eyes. It stood there, open, showing a glowing purple galaxy with number and other symbols embedded in the glass, "Time is everything. No one should be able to go back in time, it's too easy to mess up history. But it can be frozen and restarted. With the watch, you'll be able to show people a glimpse of their possible futures, should you so desire, their past and present. This watch is also capable of breaching barriers between the magical realms and dimensions. And, with enough practice, will be able to teleport you any location withing those realms and dimensions."

"That's if you can learn to teleport yourself without it." Rumpel smirked as he got back to his spinning."

"I plan on gifting with more items, ladies," Persephone smiled, "but for now, let's get to work."

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A young woman stood in the small corridor of the inn, facing the diner, as she watch two of the new ladies in town eating breakfast. She smiled as a single tear rolled down her face, excited to tell her father, "You found us."