A/N: For this chapter, you should be familiar with the song "Queen of Mean" from the Descendants 3 soundtrack.

Audrey sat alone in her bedchambers, sketching a picture of herself in her notebook. The image she drew was light and beautiful, an image of how she wanted to see herself again. Yet the appearance she saw in the mirror didn't match. She was disheveled and very visibly distraught, the weight of her actions weighing on her shoulders heavily. But were they really her actions or Kieran's? That she couldn't be sure of.

"I'm so tired of pretending," Audrey muttered under her breath. "Where's my happy ending?"

A powerful gust of wind blew through Audrey's room without warning, snuffing out the candles and blowing out the fire in the fireplace. Audrey clutched a pillow to herself for "protection" as she looked around, trying to find the source of the wind. Her windows and doors were shut. There was no place that the wind could have come from. From the embers of the fireplace, a green smoke began to rise. Audrey studied it curiously as it took the form of a glowing green orb.

Something about this felt familiar to her mother's stories, but Audrey didn't consider the implications. The green orb passed through the back of the fireplace, revealing the brick wall to be naught but a façade. A maze of secret catacombs lied just on the other side of her room, and Audrey had never known. Curiosity got the better of her, and she followed the magic light. It took her down hallways that twisted and turned up into the tallest tower. Little did Audrey know that her own mother had walked this same path long ago.

The path led her to a simple, unfinished room in the tallest tower. The green light hovered in place until Audrey caught up. Once she did, Maleficent took form in front of her.

Audrey gasped. "You! You're..."

"Yes, Maleficent," she nodded. "So good to see that your fool parents did not neglect your education."

Audrey attempted to run, but the door to the chamber slammed shut and locked itself.

"There'll be no need for that," Maleficent said. "I've no intention to do you harm."

"You tried to kill my parents!" Audrey shouted.

"Yet I did not succeed," Maleficent pointed out. "From what I've heard, you do not share my failure. One might even say that by your success in killing Prince Benjamin's true love, you are a worse villain than me."

"No, no, no, it was justified!" Audrey argued.

"And was mine not?" Maleficent asked. "Your parents wronged me just as Prince Benjamin and his love wronged you. Yet your fool parents never saw that. They will not see it with you either. You'll be nothing but a disappointment to them. A villain, if you will."

"I'm a princess!" Audrey replied. "Princesses aren't villains."

Maleficent smirked. "I thought you wanted to be a queen. To have real power. But if you're content just being a foolish girl that can be sold like a broodmare, then, be my guest, return from whence you came."

Maleficent tapped her staff on the cobblestone and the chamber door opened itself. Audrey eyed the door and Maleficent suspiciously.

"This is some kind of trick, isn't it?" Audrey asked.

"No, it is not," Maleficent answered. "I simply know which choice you actually want to make, and it is not returning to your old life."

Audrey bit her lip but did not move towards the door.

"I waited patiently for my time, but when it came, Ben chose that little villain instead of me," Audrey said. "And then... I... I... well, I never thought of myself as mean. I only wanted to be the queen!"

"And what if you can no longer have that?" Maleficent asked.

"I will have that!" Audrey snapped. "By any means necessary. Even if I have to be the leader of the dark and the bad."

Maleficent grinned wickedly. "That is precisely what I wanted to hear."

Maleficent waved her staff and summoned up a bolt of lightning that struck the stone floor. Audrey let out a startled shriek when it crashed. From the spot where the lightning had struck, a staff sprouted up out of the floor.

"Take it," Maleficent said. "It will unlock the power that lies within you. You will become the queen you so desire to become. Or you can turn back and be taken advantage of for the rest of your days. The choice is yours."

On some level, Audrey knew she should resist, but everything inside of her wanted to take the staff. She was hungry for the power it could provide, hungry to be the queen. It may have been dark, but Audrey didn't care. She'd already blackened her heart by having Kieran kill Ben's fiancée. What use was there in restraint at this point?

"Something is pulling me, it's so magnetic," Audrey chanted as she slowly approached the staff. "My body is moving, unsure where I'm heading."

Maleficent watched her with eager anticipation, her sinister grin unwavering.

"All of my senses have left me defenseless," Audrey continued as she stopped and met Maleficent's stare. "This darkness around me is promising vengeance."

The green orb atop Audrey's staff began to glow, casting its light onto Audrey's face as she ran her hands over it. "The price that I'm willing to pay is expensive. There's nothing to lose when you're lonely and friendless!"

"And now?" Maleficent prompted.

"So my only interest is showing this princess," Audrey said as her hand inched closer to the staff. "That I am the Queen, and my reign will be endless!"

She grabbed the staff.

The darkness flashed, and the change in Audrey was immediate. Her hair took on a dark magenta hue, and her light makeup turned harsh and dark, with dark eyeliner, purple eye-shadow, and blood red lips. Her pink clothes became tattered, and black feathers began to adorn her skirt and cape.

"I want what I deserve!" Audrey began to sing as she used her staff to create a crown atop her head. "I want to rule the world!"

Maleficent couldn't help but cackle at Audrey's darkness. Victory was hers.

"Sit back and watch them learn," Audrey sang as she clutched her staff close to the her chest, "it's finally my turn!"

Audrey began to twirl around, allowing her magic to spin around her. "If they want a villain for a queen, I'm gonna be one like they've never seen!"

"Show them what it means!" Maleficent added.

"Now that I am that, I will be the ruler of the dark and the bad," Audrey sang as she continued to dance around the room, feeling the powers of darkness coursing through her veins. "'Cause the devil's on my shoulder where the angels used to be. And he's calling me the Queen of Mean!"

"The Queen of Mean," Maleficent echoed, quite liking the sound of that.

Audrey slammed the base of her staff into the ground and unleashed a powerful thunderbolt that crackled loudly over the castle.

"I want what I deserve!"


Loki strutted into the courtyard of Odin's palace with Thor and Balder flanking him on either side. Loki could hardly describe the power and invincibility that he felt with these two heroes by his side. With their strength, Loki felt quite certain that there was nothing he couldn't do. His victory was assured. Loki began to imagine decorating the courtyard with marble statues of himself and smiled at the notion.

"Halt!" a female voice called out.

Loki groaned when he recognized the source: a woman he knew and loathed quite well, Lady Sif.

"Sif, how... wonderful to see you again," Loki said. "But you need not stop us. Good Thor and Noble Balder have supported my regime of their own free will."

"More likely the will of your evil magic, Loki!" Sif countered. "I will not allow you to threaten the All-Father!"

"So be it then," Loki shrugged. "Seize her!"

Thor and Balder rushed towards Sif and the three began to battle. Sif held her own, but Balder and Thor were far and away her superiors, though Loki noticed a certain restraint and hesitation in his puppets' actions. Perhaps lingering feelings for Sif prevented them from going as far as need be. However, after a few moments, the two successfully restrained the warrior woman.

"We'll hold her in the dungeon until she can be made to see the light," Loki declared.

"Thank you for your mercy, my king," Thor said with a nod.

"Mercy? T'is no mercy, Thor," Sif said. "You must see it! Loki is nothing more than a vulgar trickster, a Lackeyson!"

Loki cringed. "You DARE speak to me in such a manner?"

"Aye, that I do," Sif declared. "Your wretchedness knows no bounds! You are as you ever have been: an unwanted outsider who brings a plague of darkness upon all those around him! A foul creature of unrestrained resentment!"

"BE SILENT!" Loki ordered.

"Poor Loki," Sif taunted. "To be so close to his 'victory,' yet never able to overcome his true enemies: his own weakness and witlessness!"

"Filthy slattern!" Loki shrieked. "I have had ENOUGH of your acid tongue! The dungeons are too good for you. Thor, put this slag out of my misery!"

Thor hesitated a moment. "But-"

"Do NOT defy me!" Loki shouted. "I am your KING! You hear how she speaks to me! No good brother would dare tolerate such insults hurled at his kin!"

Thor raised Mjolnir high above his head, ready to bring the hammer down atop Sif's head. Yet when he looked into Sif's eyes and saw such profound sorrow, Thor knew he could not go through with it. An energy washed over both Thor and Balder, and when it did, Sif could see a very clear change in both warriors' demeanors. With a grunt, Thor hurled his mighty hammer... right into Loki's chest, sending the God of Mischief tumbling backwards.

"LOKI! YOU GO TOO FAR THIS TIME!" Thor bellowed as thunder roared around them.

"Damn Karnilla's weak magics!" Loki cursed as he staggered to his feet. "I apologize for not being able to destroy you now, but I've other matters to attend to!"

Loki waved his arms dramatically to summon up a Corridor of Darkness to engulf him... only to find that the darkness would not come.

"You may not ever learn, Loki, but the All-Father does," Balder boasted. "Teleportation by means of dark sorcery can no longer be accomplished in the castle grounds!"

Loki gritted his teeth and attempted to put on a fake smile before taking off running towards the gate. Thor, however, blocked his path.

"Not so fast, brother," Thor said. "You will face Asgardian justice for your crimes!"

With Thor in front of him and Balder and Sif behind him, Loki knew that he was on the losing end of any battle. Yet battle was necessary, otherwise Odin would have him imprisoned in the Hall of Nastrond once again or, worse, chained to Sigyn. As Loki began to contemplate the best way to turn this battle in his favor, a mechanical jet propulsion sound became audible. The Asgardians glanced upward to see Doctor Doom descending upon them.

"The only justice in this universe is DOOM!" he bellowed as he landed beside Loki with a loud metallic clank against the cobblestone.

Loki couldn't help but laugh in his feelings of extreme relief. With Victor by his side, there was truly nothing he couldn't do.

"Together then?" Loki asked.

Doom nodded and took Loki's hand. With their mystic powers joined together, the two sorcerers unleashed a powerful wave of green energy that flung the Asgardian warriors away.

Loki cackled with glee at their combined power before turning to face his lover. "Victor, I-"

"There will be time for words to be shared between us," Doom interrupted. "However, with your spell broken, salvaging this scheme would be a fool's errand. We'll need to make a tactical retreat."

Loki nodded. "Very well."

Loki wrapped his arms around Doom and held on tight as Doom flew off into the skies, leaving Thor, Balder, and Sif down below. As the Asgardian palace shrunk into the distance, Loki begrudgingly faced the reality that Thor and Balder would never truly love him. No matter what magic he used, he'd never truly have acceptance in Asgard. He'd always known that truth, deep down, but there was something sobering of having such a strong reminder of where he did not belong. Yet, the evening wasn't completely without value. After all, the place Loki truly belonged had become plain to see. As Doom flew them farther away, Loki nuzzled his head against Doom's shoulder.

Back on the ground, Thor, Balder, and Sif staggered to their feet. Thor began to twirl Mjolnir, preparing to use it to pursue Doom and Loki in flight.

"No," Sif stopped him. "Thor, my love, you and Balder are still recovering from Loki's spell. Who knows if there are any unfortunate side effects. You both should see the All-Father at once!"

"You speak wisely, Sif," Thor said. "But we cannot allow Loki to escape."

"Fear not, son of Odin, I will pursue them myself!" Sif declared.

Thor and Balder nodded. "Be careful!"

Sif took off, running beyond the gates and out of sight. Once she was sure that Thor and Balder would not follow, her visage as Lady Sif vanished. Ardyn Izunia basked in the pleasure of reassuming his true form, Doom's scheme having worked out exactly according to plan.

"Oh how those fools allow themselves to be kept in the dark."


Winnie examined Cora's cabinet as they entered the parlor. The chests stored within glowed with pulsating pink energy, and a thumping noise seemed to echo around the chests.

"Hearts?" Winnie asked. "That's how thou controlest all of those demons? By taking their hearts?"

"Indeed so," Cora nodded. "I've always found hearts to be the most direct path to power."

"You give new meaning to the phrase 'as above, so below,'" Hook remarked. "Then again, what could I expect from the Queen of Hearts?"

"Well I quite like it," Winnie said. "Perhaps I should try it some time."

Jafar, Amora, Davy Jones, and Sarah Sanderson all filed into the comfortable home. Despite her damnation to Hell, Cora had taken great strides to make Hell as tolerable as possible. Looking at the interior of the home, one would hardly guess at the inferno just outside the windows.

"I take it you two have a history?" Jafar asked.

"You could say that," Hook said. "Last time we saw each other, she threw me into a bookcase and denied me access to the crocodile's dagger."

"Oh come now captain, you can't still be angry with me," Cora said. "I was helping you. The Dark One's powers would have been a burden that you could have never lived with. I simply was going to ensure that Rumplestiltskin would perish and that his powers would go to someone who actually wanted them."

"You always make your atrocities sound so noble," Hook remarked. "It's a wonder you've yet to drown in the excrement that pours from your mouth."

"Tut tut, such language, and after all we've been through," Cora cooed. "I had hoped you'd have welcomed me back with open arms."

"There's only room in my life for one controlling evil sorcerer, and the position's been filled," Hook said with a glance towards Jafar.

"Perhaps you'd like to get to the point as to why you've brought us here?" Jafar asked.

"First things first," Cora said. "I granted you a show of good faith by sparing your lives from the demons and inviting you into my home. Now I need a show of good faith from you... specifically Hook."

"What do you want?" Hook asked.

"I want you to tell me how Regina is," Cora answered. "Is she well? Does she... miss me?"

"She was... distraught over your loss," Hook explained. "She attempted to destroy all of Storybrooke, but her plans were undone when Henry was kidnapped by a bloody demon known as Peter Pan. We saved him, but the journey required myself and Regina to throw in our lots with the heroes and the crocodile. We all buried the hatchet and worked together to defeat numerous evil threats, one of which I believe you knew quite well."

Cora cocked her head in confusion. "And who might that be?"

"Your eldest daughter, Zelena," Hook answered with a smirk.

Cora's eyes widened and her mouth hung open for a moment. "Then... Zelena is-"

"She's dead," Hook answered. "Another soul taken by the crocodile."

Cora's expression was unreadable. Hook knew that Cora had abandoned Zelena when she was only a baby. Everything about their relationship was complicated, though neither truly ever got the chance to know the other.

"That is... unfortunate," Cora said after a moment. "But Regina? She's still well?"

"Indeed," Hook affirmed. "Regina and Henry are together, she and Emma are the best of friends, and they all continually delude themselves into believing that they and their hypocritical friends are heroes."

Cora let out a laugh. "And, let me guess, you messed everything up for yourself as usual, and that's why you're here instead of there."

"I'm exactly where I want to be," Hook said intensely.

"Are we going to be getting to the point any time soon?" Davy Jones asked with a scowl.

"I was just about to," Cora said. "You see, Amora's told me all about your Overtakers and Maleficent's plans, and I must say, I'd love to take part in them."

"You mean you want the power we have to offer," Hook clarified.

"Of course I do," Cora nodded. "But I also am quite intrigued by the prospect of villains united and the types of things we can accomplish together. So if you're going to bring Amora back, then you're going to take me along as well."

"You're a dead soul," Jafar pointed out. "As a genie I cannot bring back the dead."

"Oh, I can!" Winnie offered, earning a glare from Jafar.

"Perfect, then it's all settled," Cora said.

"Not so fast," Hook said. "You can't simply invite yourself into the Overtakers and expect us to welcome you with open arms by holding one of our own hostage."

"I am not being held hostage," Amora interrupted. "I am here of my own accord. Your teammates sent me to this gods forsaken realm, and quite frankly I am not keen to return to meet the same fate again. I want Cora there as an ally who I can rely on above others."

Cora took Amora's hand and gave it a squeeze of affirmation.

Jafar groaned. "Fine then. Cora may join our ranks. Winifred, work your magic and then prepare to depart. This entire realm sickens me, and I'm quite tired of all this."

Cora grinned. "I knew you'd see reason. I'm sure we'll be the best of friends."

After a quick necromantic ritual, Cora was restored to flesh, and the seven Overtakers made their way across the Hellish terrain towards the nexus point. Winnie opened the Corridor of Darkness, and Jafar, Hook, Sarah, Amora, and Cora stepped through. Davy Jones went to follow, but Winnie closed the portal before he could.

"What's the meaning of this?" Davy asked.

"We need to talk about that little you-know-what back there," Winnie explained.

"I told ye already that your sister came on to me," Davy said. "It was not the other way around! I tried to stop her, but she was voracious and pressed harder."

"Oh please! Dost thou think that I believe that?" Winnie sneered. "My sister's sexual appetite is insatiable, t'is true. But she does not pursue men who do not desire her first... unless they're tied up or a victim she can play with."

"You're willing to bet that assumption against my word?" Davy asked.

"Knowing what I do about thee and thy history of abandoning those who care for thee, yes," Winnie answered.

"You're a dreadful woman if ye think so little of me," Davy said. "Perhaps I truly don't want anything to do with you."

"AHA! And the truth comes out!" Winnie shrieked.

"Your conception of the truth is warped beyond repair," Davy said with a shake of his head. "Now let us leave this infernal place and return home. There is little more to be said."

"No," Winnie said. "We are not returning."

"Are ye mad, woman?" Davy asked.

"Very," she answered.

Davy Jones gasped out in pain when he felt the dagger sliding into his stomach. Winnie gritted her teeth as she pulled the dagger out and plunged it in again at another point. Tears welled up in Winnie's eyes, but all she could do was laugh as she stabbed her lover over and over and over again. Davy collapsed to the ground, blood pouring out of his wounds.

"Wh... why... y?" Davy managed to cough out.

Winnie knelt down beside her lover. "I know... I know it's not your time... but bye-bye!"

Winnie plunged her hand into Davy's chest, thinking back to Cora's particularly delightful breed of magic. She ripped out the still-beating heart, allowing it to become enchanted by dark magic and glow a brilliant shade of pink, albeit obstructed by dark clouds. Winnie smiled when she held Davy's heart. Something about the possession of it gave her a feeling of peace. As Davy Jones slowly bled out on the rock surface, Winnie wiped the tears from her lover's eyes.

"Oh, shh, shh, don't cry," she said. "You had my heart... well, at least for the most part."

Winnie conjured a box and placed Davy Jones's heart within gingerly. She kissed her index finger and pressed it to Davy's lips. The witch then rose to her feet and departed from Hell through a Corridor of Darkness, leaving Davy's corpse behind.