A/N: This went through a few incarnations. First, it started as a straight up OQ version of "Once Upon a Mattress." Then it slowly morphed into this, still inspired by "Once Upon a Mattress" but a bit different.

It also was a lot longer than I realized—almost 20,000 words. So I've split it up into three parts. Check back tomorrow for part 2!

Once upon a time, there was a beautiful queen named Regina who appeared to have it all. She had a natural beauty other women at court envied her for: long dark hair that feel down to her mid-back when not up in elaborate styles, deep brown eyes and a beautiful figure enhanced by the magnificent gowns she was able to afford as queen. Like all the women in her family, she possessed magic and had been trained to use it. Many considered her the most powerful sorceress in all the lands.

She was a good leader, fair but shrewd. Despite living in a male-dominated world, Regina was able to negotiate and form strong allegiances with the neighboring kingdoms. She appointed knowledgeable overseers, who made certain their trade, agriculture and goods were of the finest quality and worth a pretty coin. In turn, her land was prosperous and her people happy.

Yet Regina was not happy and hadn't been for some time. Her mother, Queen Cora, had been a cold and exacting woman who demanded nothing less than perfection from her only daughter and heir. And so she had crushed Regina's first love, squashing those feelings underfoot as she told her daughter that love was weakness. "When you marry, you're going to do so for the security of the kingdom and to produce an heir to secure the throne," she had told Regina.

Regina vowed to never marry.

After Queen Cora died and Regina ascended the throne, she realized she had advanced her country just fine without a king. But she still needed an heir, to assure the continuation of her bloodline and kingdom. Her advisers and the nobles grew more and more concerned about the line of succession with each passing year until they confronted her about it.

"I am not just a baby maker!" she yelled at them, letting loose a fireball.

They ducked just in time and one brave soul ventured forward. "Of course not, Your Majesty. But you are an intelligent, capable ruler and have to know this is something that's important."

Regina growled as she stalked over to the window. Taking a few deep breaths, she composed herself in her mirror before turning back to him. "Fine. If I decide to marry and have a child, it will happen on my terms. Understand?"

They all nodded before Regina left the room, her long and voluminous black gown trailing after her.

She returned to her room where her beloved father Henry greeted her, sighing as she threw the glass of wine he offered her at the wall. "Your meeting didn't go well, my dear?" he asked.

"No. They're still on about me having an heir," she said, teeth gritted. "As if that's all I should have a child for."

Henry softened. "You do want a child, don't you?"

"Of course, I do," she admitted, her voice soft. "But I want a child for the right reasons and with someone I love. We both know the only man I'll ever love is dead."

Nodding, Henry grew pensive. "What about your magic?"

"Useless." She pushed a mountain of books off her desk, letting them topple to the floor. "I've scoured every one of these. Nothing. I have no choice but to do it the old-fashioned way."

"Then would it be so horrible to love again?"

"Who would love me?" she asked, allowing her mask to slip. "And how will I know they love me and not my throne?"

Henry rubbed his chin. "You test them. Find who is worthy of your heart. I know you think the only man who deserved it is dead, but I believe there is another one out there for you. And you will find him."

"Thank you for your hope, Daddy, but I doubt it." Regina sighed as she settled in her chair. With a wave of her hand, she dismissed her father and set about to her new task: trying not to find a husband.

The word was spread throughout the lands: Queen Regina was looking for a king. Only princes of marrying age could attempt to court her and they would be tested to see if they were worthy of her hand.

Princes came from all over to try and win Regina's hand. Each was interviewed by her councilors as well as her father, though none knew who Henry truly was. She would then watch the prince at the grand dinner she would throw in his honor. If the princes were given to flirt with other ladies of the court, she would send them packing before administering her final test. If they made it to the test, she was certain to make sure they failed.

"You can't keep rigging the tests. How will anyone pass?" Henry asked her one day.

"When I finally find someone worthy of passing, then I'll stop rigging the tests," she said. "I haven't found him yet."

She kissed her father's cheek before heading down for a good ride. Her horse was tacked and ready for her, allowing her to avoid the stables and the memories they conjured. Mounting her horse, Regina took off for the open fields.

The time she spent with her horse was the most liberating she had as queen. Flying across the grassy plains, the wind whipping her hair back. She could forget she was a queen and pretend she was a bird, free to fly away and explore as she pleased.

As she reached the edge of the palace grounds, she slowed her horse. People were on the road leading from the village in what appeared to be a small procession. Regina bit back a groan as she realized another prince was coming for her hand. She urged her horse forward, deciding to meet this one now and see his reaction to her in breeches as she rode her horse. Most of the princes she had encountered had looked upon her "manly" attire in disgust, worried she would emasculate them.

Black banners fluttered in the breeze, making the golden lions emblazoned on them appear to dance. A man dressed in a green tunic broke free from the group and Regina believed him to be the herald, come to announce his master's arrival. She waited as he approached, bringing his horse to a stop in front of her. "Queen Regina, I presume?" he asked.

She nodded. "And who are you announcing?"

"Myself," he said, smiling. He held out his hand. "I am Prince Robin of Sherwood."

Regina didn't know how to respond, not used to a prince announcing himself. She took his hand and he brought hers up to his lips. "It's a pleasure, milady."

"It's Your Majesty," she snapped back, pulling her hand away. "And I'm still debating if I have the pleasure."

He didn't scowl like any of the other princes or make a remark about women with smart mouths. Instead, he smiled and his eyes seemed to twinkle. "Well, then, it seems I have to make sure you find it one."

"We'll see," she said, turning her horse back toward the palace. She glanced over her shoulder at him. "Coming?"

Prince Robin bowed his head to her. "Lead the way, milady."

"Your Majesty," she corrected, scowling. "Do they not have manners in Sherwood?"

"Of course they do. I could call you 'Your Majesty' but I came here with every intention of marrying you. So that makes you my lady, hence the honorific I've bestowed on you." He pulled his horse so that he rode alongside her. "In Sherwood, most women love to hear themselves called 'milady' by their husbands."

"You'll find I'm not like other women, Your Highness."

"I think I already do," he replied.

She glanced over at him but saw only interest, rather than the detest and annoyance she usually tended to invoke in her suitors by this point. He was tougher to break, but she knew he would. They all did in the end.

"So another suitor?" Henry asked his daughter as she entered her chambers.

She stopped, frowning. "Gossip travels fast around this castle, doesn't it?"

"You rode in with him, dear. It was hard not to notice." Henry chuckled. "So, who is he? Where is he from?"

"Prince Robin of Sherwood. That's all I know."

Henry tilted his head. "You rode all the way back to the palace together and all you learned was his name?"

"We didn't go very far, Daddy," she shot back. "And I learned that he's cocky and seems to be a flirt. He's going to fail the first test without a doubt."

"Maybe he won't."

She shook her head. "I can already tell. He will and so I'll make sure he fails the final test as well. Then he can go back to Sherwood and I can continue on in peace."

Henry sighed. "I'll go have the servants set up for dinner tonight. Shall I fetch the musicians?"

"Yes, I do think this calls for dancing." Regina's eyes lit up as she smiled. "Thank you, Daddy."

Regina would watch this Prince Robin, to see how he behaved around other women at dinner tonight. No doubt he would flirt with them just like he did with her.

Giddy, she decided to invite him in person. She swept down the hall to the rooms she had assigned his company and knocked on the door. A man with short black hair and a sour expression answered the door. "What?"

"You really don't have manners in Sherwood do you?" she asked with a frown. "Do you know who you are talking to?"

He straightened up, bowing. "My apologies, Your Majesty."

"That's better." Regina looked over his shoulder. "Is your master here?"

"No. He's with your councilors."

She frowned, unaware that they were questioning him without her. Thanking the servant, Regina hurried down the hall to her council room. She threw open the doors, striding into the room with a cold look that sent the older men shrinking back in their seats. Only Prince Robin remained unmoved, though he stood to greet her.

"You can sit. I just wish I had been told about this sooner," she said, glaring at her advisors.

One dared to answer. "We just thought it would be easy to question Prince Robin first."

"Who gave you permission to think?" Regina snapped back.

Robin let out a small chuckle and she gave him a surprised look. It only lasted a few seconds before her mask slipped back on. She turned her cold glare back to her advisors. "Proceed."

"Right. Yes. Prince Robin, what would happen to Sherwood should you marry Queen Regina?" an advisor asked.

Prince Robin frowned. "What are you really asking? Will Sherwood be absorbed into Misthaven? No, I don't think so."

"So Misthaven will become a part of Sherwood?" Regina stared him down. It didn't make any sense and she knew Robin had to know that. That he had to know Misthaven was bigger and richer than Sherwood. It seemed more likely that his kingdom would become a part of hers.

"I don't see either kingdom as having to lose their identities."

"Joint kingdoms," Regina realized, leaning back. "It would take a lot of compromises but it might work."

He nodded. "I'm glad you agree, milady."

"Your Majesty," she snapped again. All he did was smile that infuriating smug smile of his, dimples forming as he did so. Rather cute dimples, she thought.

Where did that thought come from?

After a few more questions, her councilors ended their interview. Robin stood, holding out his arm to her. "May I escort you back to your rooms, milady?"

"What do you I need to do to get you to address me properly? Tattoo it to your forehead?" But she took his arm, letting him help her from her chair.

He chuckled, tucking her hand into the crook of his elbow and holding her arm close to his warm body. "That would certainly be a sight for visiting dignitaries to see, wouldn't it?"

"At least they would know they are dealing with an idiot," she shot back.

Robin didn't say anything, just turning her toward her gardens. Her eyes widened and she planted her heels in the ground. "Where are you taking me?"

"I thought we'd go for a walk. Just to talk, only the two of us."

"Why? I clearly have a low opinion of you."

"Then I can only go up, can't I?"

She raised an eyebrow. "I wouldn't be too sure about that."

"You are definitely a glass-half-empty person aren't you?"

"And you see it as half-full?" She paused then shook her head. "No, you'd say something idiotic like 'I see room for more in the glass' or something like that."

He tilted his head. "Well, you seem to have me at a disadvantage. You have read me like a book and I've yet gotten past page one with you."

"Do you really want to?"

"Yes," he breathed. "You fascinate me, Regina."

She held her breath as her heart fluttered. "I do?"

He nodded, reaching a tentative hand toward her. When she didn't move away, he wrapped a dark curl around his finger. "I am fascinated by how you command people's attention and have earned their respect. I admire your intelligence and your wit, no matter how biting, and respect your ability to rule. And I hope I am privileged enough to see what lies beyond your mask, to see the real you."

"To see me weak?"

"Of course not." He tilted his head. "Why would you think you are weak?"

Regina shook her head. "I'm not weak."

"I don't think that, Regina."

"Don't you?" She stepped closer, eyes cold again. "You're trying to find my weakness, to use it against me. Well you won't succeed."

He frowned. "No, I promise you that. I am here to marry you."

"We'll see about that." She brushed some imaginary lint off her dress. "But first, I am holding a dinner in your honor. I hope you like dancing."

She stalked away before he could respond.

Regina watched him carefully at dinner that night. He entered wearing a green velvet tunic paired with black leather pants. She admired how they clung to the muscles in his legs before snapping her eyes back to his face. Robin approached her, taking her hand as he bowed. "Milady," he murmured.

"Now you're just mocking me," she said, smile frozen on her face.

"Never," he assured her, sincere. She watched as he took the seat next to her, looking over the meal spread out ahead of them. "Do you eat like this every night? I doubt the kitchens would've had enough notice after my arrival to prepare all of this."

"I wouldn't let my cooks know you doubt their abilities to throw together an amazing meal in a short amount of time," Regina replied. "But no, I don't always eat like this. Usually it's a small meal in my rooms."

"Going over papers about the kingdom, no doubt."

Regina frowned, still unnerved over how easily he could read her-though he didn't think so. "So I like to keep on top of my kingdom. Is there anything wrong with that?"

"No, of course not. I just hope you take some time for yourself."

"Why do you think I like to ride?" she responded.

He nodded. "Good. You deserve time for yourself."

As they ate, Regina watched him and his interactions. He engaged many of her courtiers in conversations, both male and female. Regardless of who he was talking to, his tone and demeanor always remained the same-polite, warm and engaging. He didn't flirt with anyone...except for a few attempts with her. She didn't reciprocate and he stopped after a while. But he did take her hand in his, lacing their fingers together.

She didn't pull away.

When the musicians arrived, Robin's eyes lit up. He leaned closer to her. "Shall we dance, milady?"

"It would be proper," she replied, letting him help her up.

"It's also fun." He spun her to face him, placing a hand on her waist while he tightened his grip on her other hand. "Let me show you."

The musicians began to play and Robin moved in time to the music, well-trained in courtly dances. He led with ease and confidence, making Regina feel like she was gliding across the dance floor. No one joined them, watching as Prince Robin spun and dipped the queen. Her skirts flew out around her and a pink tinge rose to her cheeks. She smiled and let out a little laugh when Robin lifted her, holding on tighter.

From his spot against the wall, Henry caught a glimpse of the girl his daughter once had been and smiled.

The music ended as Robin dipped Regina one last time. He pulled her up as she laughed, smirking. "See? I told you it was fun."

She curtsied as a duke approached her to ask for the next dance. Regina danced with a few more dance partners, none who made her feel the same as Robin. As she danced, she watched Robin as he danced with a few ladies from her court. Regina hadn't had to instruct her trusted women to flirt with him; Robin's good looks and charm attracted female attention on their own. But he remained polite and didn't appear to respond to their advances. Even though several women tried to partner with him for the more intimate dances, he saved them for Regina, holding her closer and closer as the night went on.

As the clock struck midnight, her dinner guests began to drift from the hall. Robin bowed to her, holding out his hand. "May I escort you back to your rooms?"

"Yes, you may," she said, still smiling.

He tucked her hand between his elbow and his body before escorting her from the Great Hall. They walked in silence but for the first time, Regina didn't find it awkward. It was comfortable, just walking with him.

She was disappointed when they turned into the corridors that led to her chambers. Robin paused, turning to her. "I'm afraid this is where I must leave you. Good night, milady."

"Good night," she whispered as he kissed her hand. "I'll see you in the morning?"

He nodded. "Of course...Your Majesty."

Regina slipped into her room, but she peeked around the door to watch him as he strode back toward the rooms she had ordered prepared for him and his men. Smiling, she closed the door and let out a deep sigh.