Summary: On the outside, Regina Mills was the Mayor of the small town of Storybrooke, Maine. She was strict, and oftentimes feared by those who got in her way. But behind closed doors, Regina Mills was the last Alpha of a Wolf Pack, one that was drastically close to extinction. But everything changes one night when she meets a beautiful White Wolf in the forest.

A/N: Hi Everyone! Welcome to my fic! I am beyond excited for you to read this. This fic means so much to me! Before we start, there's a few things I want to say.

First, this is my second submission to the SQSN for last year, which means it is a completed fic. So have no worries, it will not be abandoned.

Second, it features two incredible pieces of art from the incredible artists LauratheChef84 and RegalLady36. Please check their art out on AO3!

Third, there is a touch of violence in this story. I will be sure to tag the trigger warnings at the beginning of each chapter containing the violence to give you a heads up. Also, this is an Omegaverse story (but completely unlike anything I have ever read!). That being said, it does feature a g!p Regina, although it serves a purpose, instead of just being there.

and as always, I do not own Once Upon a Time, the characters or any details associated with it. The world is theirs, but story is mine!

And now, without further ado, I present to you, "The Last Alpha"

Chapter 1

Just before daybreak, two large wolves, one as black as night and the other a deep red of a fox, walked slowly out of the forest into the perfectly manicured suburban backyard. They made their way through the familiar surroundings, towards the heavy wool blankets thrown haphazardly just beyond the patio. Using their snouts, they burrowed their way under the blankets, curling up underneath the slightly itchy fabric, laying on the cool ground, resting their heads on their paws. With large heavy yawns, they closed their eyes, sighing loudly as sleep overcame them, one snoring ever so slightly. As the first rays of light hit their thick fur, a cloud of smoke matching the color of their fur engulfed them, transforming them back into their human form, leaving in its wake two sleeping women. They instinctually changed positions to accommodate their human form, curling up underneath their blankets, not ready to wake just yet.

"Good morning." The younger one said a few hours later, stretching as her body began to wake up. Her skin was fair and her long hair was black with thick streaks of red. When she received no response from the other woman, she stood up, wrapped the blanket around her naked body, and took a few steps towards the sleeping woman, nudging her hip with her pedicured foot. "Hey, get up."

"Miss Lucas, if you value your toes, you will refrain from kicking me again." The older woman said. Her skin was naturally tan, her shoulder length brown hair was naturally curly and wild.

"Oh, so I'm Miss Lucas now?" The younger woman laughed, sitting on the ground next to her friend, still half asleep.

"When you insist on waking me in this fashion, then yes!" The older woman said, shifting into a seated position, pulling the blanket tightly around her own naked body.

"Whatever you say, Miss Mills " The younger woman said, giggling at the sound. "You have to admit, Regina, that was a great night!"

"Ok, fine. You were right, Ruby, that was a great night!" Regina answered, smiling at her friend.

"And YOU wanted to skip last night's run." Ruby teased, raising her eyebrows at Regina.

"Yeah, yeah I know. You were right." Regina smiled, stretching once more. "We should probably get going. I'm starving." Regina added, slowing standing.

"Well, if you would have caught that squirrel like I did, you wouldn't be so hungry." Ruby said, standing next to Regina, repositioning her blanket.

"Squirrels are so pedestrian. I prefer rabbit." Regina smiled, making her way to the back door, holding it open for Ruby to enter.

"I have to go wake Granny up. I'll meet you at the diner in a little bit?" Ruby asked, as they made their way through the large house, stopping at the entrance to the den.

"Yes, please. I'm going to take a shower. I'll be over when I'm finished." Regina smiled.

"Sounds good. See you soon." Ruby said, reaching her long arm out from under the blanket, pulling Regina in for a hug. "I'll leave my blanket in the laundry room."

"Yes, please." Regina said, hugging Ruby back, turning to make her way upstairs, stopping at the bottom of the stairs. "Hey Ruby? Thanks for making me run last night. I was feeling a little down before. But I feel better now."

"I know. That's why I made you go." Ruby smiled. "Now go shower! I'll see you soon." Ruby said, disappearing into the den, while Regina made her way upstairs to take a shower.

She waited a few moments before she heard the front door close, indicating that Ruby had left the house, before she made her way into the bathroom, discarding her dirty blanket on the floor in the corner. The smell of the forest clung to her skin as she turned on the shower, looking at herself in the mirror for a few moments while she waited for the water to warm up. Once the mirror was completely fogged up, she stepped under the scalding water, eager to rid herself of the deep chill she had from sleeping on the cold ground for a few hours. She sighed deeply as she watched the dirt rinse off her skin, swirling down the drain. She went about her routine, straightening out her natural curls with a flatiron, leaving just a slight wave, before dressing in her usual professional pantsuits, applying her usual modest makeup application, finishing it off with her signature red lipstick, the same shade Ruby usually chose to wear as well. Zipping up her calf length boots, she hurried downstairs out of the door, stopping to quickly grab her briefcase and purse, before rushing to her car, her stomach growling loudly.

On the outside, Regina Mills was the Mayor of the small town of Storybrooke, Maine. She was strict, and oftentimes feared by those who got in her way. But behind closed doors, Regina Mills was the last Alpha of a Wolf Pack, one that was drastically close to extinction. The previous Alpha, her beloved father, Henry Mills, had passed away five years prior, making her the Pack Alpha. Their Pack had been small while her father was still alive. The numbers had been dwindling over the years, as many Pack members chose to leave their tight community to find love with Humans, preventing the birth of new Wolf pups. The final few members left after Henry died, having stayed only out of respect for their Alpha, leaving Regina the Alpha of a Pack of three. Ruby, her childhood best friend and Chosen Beta, who was the last pup born into their Pack, and Ruby's grandmother, known by all as Granny. It weighed heavy on Regina's heart to know that if she were not to find her Omega, her father's lineage would end with her. And without any Beta Wolves around, Ruby was unable to mate with another Wolf, making Regina and Ruby the last of their Pack. These thoughts plagued Regina's mind as her thirtieth birthday came and went, knowing her odds of finding her Omega, the one woman Wolf that was destined to be with her, grew smaller with each passing year.

She parked her car quickly, wasting no time before entering the small diner owned by Granny, greeted immediately by Ruby, already pouring a cup of coffee for Regina.

"The usual?" Ruby asked, as Regina took a sip of coffee.

"Yes please. I'm famished." Regina smiled.

"Good. I already put in your order. It should be ready any minute now." Ruby laughed, pouring herself a cup of coffee when the familiar ding sounded from the kitchen, indicating an order was ready. "Told you!" Ruby laughed, skipping away towards the kitchen, returning a few seconds later, two plates filled with food in her hands, setting one down in front of Regina, now seated at the counter. She immediately began devoting her plate of steak and eggs, a breakfast choice she reserves only for mornings during Wolf's Time, pausing every so often to sip her coffee. Ruby shoveled her bacon and cheese omelet in between refilling coffee and delivering plates of food, always returning to eat with Regina.

"By the way you two are inhaling your food, one can assume you two had a good run last night." Granny said, sneaking up behind Ruby, startling her so much she dropped her fork.

"Yes, we certainly did." Regina said, gracefully placing her fork and knife on her plate, grabbing her cup of coffee, sipping slightly. "You should join us one of these times."

"Oh, child! My running days are behind me. I am quite content padding around the apartment, curling up in front of the tv and sleeping on the couch." Granny laughed, refilling each cup of coffee.

"Well, know you are always welcome, should you wish to stretch your legs again." Regina said, smiling at the older woman. Granny, in addition to being their Pack Elder, had been a dear friend to her father, as well as a huge asset when Regina began her reign as Pack Alpha.

"Well then." Granny said, holding her coffee cup up in a toast. "Here's to another Wolf's Time." She said, as Regina and Ruby joined in.

"To Wolf's Time." They said, in unison, careful not to speak too loud. While there had always been old wives tales surrounding the Storybrooke elite, no one outside of the Pack knew the truth.

"And on that note, I must get going." Regina said, drinking the last of her coffee, dabbing the corner of her mouth gracefully.

"This town isn't going to run itself." Ruby laughed, handing Regina a paper cup of coffee. "Call you later." Ruby said. Regina thanked her for breakfast, offering her money for her food and coffee. "Will you stop trying to pay? You know your money isn't good here." Ruby laughed, pushing Regina's hand away.

"Alpha's eat free." Regina laughed, as she stood from the stool. "You should get a sign made."

"It's on back order. It should be here next week." Ruby laughed, clearing Regina's plate.

Regina made the short drive to town hall, where she slowly climbed the stairs to her office, not eager to start her day. Secretly, she wished she was back in the forest, running alongside Ruby, feeling the ground beneath her paws and the wind in her fur, the smell of decaying leaves filling her senses. The only time she is truly happy these days is when she is in her Wolf form, the human world leaving her lonely and empty inside.

"Regina! Come on! It's almost time!" Ruby called up the stairs, her wool blanket already concealing her naked body. "Remember what happened the last time we got stuck inside during Wolf's Time? We trashed the place!" Ruby added, beginning to pace at the base of the stairs.

"Relax, I'm ready. I just needed to pee." Regina said, descending the stairs, her wool blanket trailing behind her.

"You know, Regina, you can just pee after we've changed." Ruby reminded her, as they made their way out the back door into the backyard. The last bits of sunset were just beginning to fade, and the darkness of night was creeping in around them.

"You know I do not like to pee in front of you." Regina laughed, as the last bits of light faded away. Smiling wide, a cloud of smoke engulfed the women, transforming them into their Wolf form.

Shaking free from their blankets, pausing briefly to adjust to their four legs, Regina tilted her head high in the air and let out a loud howl, Ruby joining in a few seconds later, indicating the official start of Wolf's Night. Across town, they could just faintly hear the howl of Granny, wishing them a good run, as Regina and Ruby took off, running straight to the forest at the edge of Regina's property.

They ran for hours, pausing only once or twice to catch their breaths briefly, before taking off again, running through the familiar forest. There was a brief flash of white up ahead, which caused Regina to slow down slightly, trying to figure out what it was, when an unfamiliar howl caused them both to come to a screeching halt. Breathing heavily, they looked at each other, trying to figure out what the other made of the new sound, when the sky began to faintly grow brighter, indicating the night was coming to an end. Nudging Ruby with her nose, letting her know it was time to return home, they took off at a slightly slower pace, suddenly feeling tired. They slowed to a walk once they reached the edge of the forest, walking slowly towards their blankets, curling up underneath them, eagerly closing their eyes to get a few hours of sleep before their Human day was forced to start.

"Ok, I know you heard that Wolf last night." Ruby said to Regina the next morning at the diner, in between inhaling her breakfast.

"I did." Regina said, eating a mouth full of steak.

"I've never heard of Natural Wolves being in those woods." Ruby said, shoveling a forkful of eggs into her mouth. "Do you think it's one of us?" She asked.

"I don't know. Natural Wolves have always stayed clear of our forest as it has always belonged to our Pack." Regina explained, taking a sip of coffee. "If it is someone like us, they must not be from around here. It's custom to inform the territory's Alpha before running in their forest during Wolf's Time." Regina explained.

"What's this about territory?" Granny asked, once again sneaking up behind Ruby, causing her to jump.

"We heard another Wolf in the woods last night. We think it might have been one of us." Ruby said, sipping her freshly poured coffee.

"Another Wolf?" Granny asked, looking at Regina. "And you don't think it could be a Natural Wolf?" She asked.

"I don't think so. Natural Wolves have known for generations that the forest belongs to us. Whomever it was doesn't know it's our territory." She answered, sipping her coffee.

"Maybe they are just passing through, and need a place to shift for the night. I wouldn't worry too much about it." Granny said, turning to walk down the line, refilling coffee as she went.

"She's probably right." Regina said, glancing down at her watch. "Shoot. I'm late. I have to go. I'll see you tonight!" She said, rushing out the door, making her way to work. She counted down the hours until she could run free again.

"I am NOT eating a squirrel tonight." Regina teased, as she and Ruby made their way out to the backyard, preparing for another night in the forest.

"Fine, more for me!" Ruby laughed, as her skin began to vibrate in anticipation of the shift.

"But, if I see a rabbit, I'm going for it." Regina smiled, a hint of excitement in her eyes, as the final rays of light disappeared, night engulfing them. With the usual cloud of smoke surrounding them, they transformed into their Wolf selves. Once again, Regina tilted her head high in the air and let out a loud howl, Ruby joining in after a few seconds, marking the beginning of the second Wolf's Night during Wolf's Time. With Granny's howl across town, Regina and Ruby took off at full speed, racing towards the forest.

Hours later, just as Ruby was finishing her snack she had spent twenty minutes hunting, Regina caught a flash of white out of the corner of her eye. Realizing it was her turn to hunt, she took off suddenly, chasing the rabbit she had just spotted, with Ruby close behind her. Regina chased the rabbit through the forest, twisting and turning as it tried to evade the predator, darting into a clearing up ahead. As Regina burst through the brushes into the clearing, she came to a screeching halt, Ruby colliding with her as she stopped suddenly for the same reason Regina did, the rabbit forgotten about in an instant.

Standing before them was a Wolf, their fur as white as fresh snow. Regina made eye contact with the Wolf for what felt like an eternity, until she took a slow step towards the White Wolf. She only made it a few steps before the strange Wolf bolted in the opposite direction. Regina was about to charge after the Wolf when Ruby, as if she could read her mind, nudged her back, motioning with her head towards the sky, which was once again beginning to grow brighter. They needed to begin their journey home before the sun came up or they would be forced to walk back naked.

Exhaustion struck Regina hard, as she curled up under her blanket, closing her eyes, instantly falling asleep before first rays of the morning sun could transform her back into her Human form.

"So it was one of us." Ruby said, as they sat together in Regina's backyard, now quite ready to start the day just yet.

"Yes. I believe so." Regina said, pulling her blanket around herself, a weird feeling in the pit of her stomach.

"Should we do something?" Ruby asked, as they pulled themselves off the ground, finally making their way into the house.

"Probably not. Now that they've seen us, they'll probably move on. Maybe they'll spend tonight then move on by next Wolf's Time." Regina said, a slight disappointment in her voice.

"Hey, you ok?" Ruby asked as they reached the door to the den, where Ruby left her clothes the night before.

"Yeah." Regina said, snapping out of her funk. "Yes. I'm just starving. I didn't get my rabbit last night." She laughed.

"I'll have your usual ready when you get there." Ruby laughed, as she walked into the den, closing the door behind her.

Regina sat on her bed for a few minutes, tugging the blanket tightly around her body, as she listened for the sound of Ruby leaving the house, before slowly making her way into the bathroom to take a shower. It wasn't until she was already in the shower, washing her body, that she noticed something wasn't quite right.

"Ruby! I need to speak with you! Privately!" Regina said, racing into the diner a little while later, an expression of concern and fear on her face.

"Regina? Are you ok?" Ruby asked, following Regina into the back room.

"Yes? No? I don't know." Regina said, panic in her voice.

"Regina, what's the matter?" Ruby said, trying to calm Regina down.

"That Wolf we saw last night." Regina said, beginning to pace in the small office.

"Yeah? What about them?" Ruby asked, trying to persuade Regina to stop pacing.

"I think she was…she is…I think she is my Omega." Regina said, clearly panicking.

"Wait, how do you know?" Ruby asked, grabbing Regina to stop her from pacing.

"It started to grow." Regina said, panicking once again.

"What started to grow?" Ruby asked.

"IT!" Regina emphasized, pointing to her crotch.

"It? What…OH! IT !" Ruby said, shocked. "How much?"

"I don't know. Maybe an inch?" Regina said, suddenly growing embarrassed.

"Let me see." Ruby said, moving to lock the door behind them.

"What? No!" Regina said, covering her crotch protectively.

"How do you know it's your Alpha Penis and not a tumor?" Ruby said, concerned.

"I…uhh….ok, you have a point." Regina said, nervously unbuttoning her pants. "Ok, but don't laugh at me. This is extremely embarrassing." Regina said, pulling down her pants, showing Ruby the nub protruding through her labia.

"Regina, as your Chosen Beta, I am contractually obligated to NOT laugh at you. As your Best Friend I would never." Ruby said, looking at Regina's crotch. "Yup. That's a penis alright. The tip to be most accurate." Ruby said, motioning for Regina to pull up her pants.

"That's a sign that I found my Omega, right?" Regina asked, buttoning up her pants. "My father and I never talked about stuff like this." Regina added, resuming her pacing across the floor. "What do I do now?"

"I don't know." Ruby said, pacing behind Regina. "Granny! Granny will know!" Ruby said, racing out of the room to search for her grandmother.

"What is wrong with you, child? There is a full crowd outside. What is so important?" Granny complained a few minutes later, as Ruby pushed her through the door.

"I'll take care of the restaurant. Your Alpha needs you!" Ruby said, closing the door behind her.

"Regina? What's the matter?" Granny asked, making her way to the pacing woman.

"What happens when an Alpha meets their Omega?" Regina asked, turning to Granny.

"What?" Granny asked, confused.

"What happens… physically …when a female Alpha meets her Omega?" Regina asked.

"Oh child. Your father never explained it to you?" Granny smiled, as Regina shook her head, nervously. "Take a seat. I'll explain it all to you."

"Does it hurt?" Ruby asked, as she and Regina made their way outside, waiting for nightfall to begin the final night of Wolf's Time.

"No, it doesn't hurt. It definitely feels weird though." Regina said, as she pulled the blanket tighter around her body, suddenly a little self-conscious.

"Well, I would imagine having an Alpha Penis growing from your lady bits would feel a little weird." Ruby laughed, nudging Regina with her arm until she smiled. "Ok, so, what's the plan for tonight?" Ruby asked, as she started to feel the tingle of anticipation on her skin.

"Granny said we should try to find the White Wolf again. Try to make contact. She seems scared and skittish, so we have to approach slowly." Regina said, as the final rays of light began to disappear.

"I wonder who she is!" Ruby said, as the familiar cloud of smoke engulfed her, transforming her into the Red Wolf.

Looking over her shoulder at Ruby, making sure she was ready to go, Regina once again tilted her head high in the air and let out her usual loud howl, marking the beginning of Wolf's Night. Granny's encouraging howl across town was even louder than usual, wishing Regina and Ruby extra luck in making contact with the mysterious White Wolf, as Regina and Ruby took off towards the forest.

They ran at a slower pace than usual, searching the forest for any sign of the mysterious Wolf, Regina staying hyper-vigilant and hyper aware of everything around her. As the hours ticked away with no sign of the Wolf, Regina was starting to feel discouraged, scared that she had frightened the Wolf away the previous night. Eventually, they found themselves approaching the same clearing where they had encountered the Wolf the previous night. Regina's heart pounded as they entered the clearing, catching the first glimpse of white fur. Under the bright moonlight, the Wolf's fur glowed silver as the Wolf stood at attention, clearly trying to decide whether to stay or bolt once again. As soon as the Wolf saw Regina, their eyes met. Regina approached the Wolf slowly, her brown eyes locked on the White Wolf's green eyes, her heart pounding with each step closer to the mysterious Wolf. As she got closer, the Wolf took a tentative step back, causing Regina to stop suddenly, not wanting to scare the Wolf off before she could make contact. Lowering her head in a submissive manner, Regina took another few steps closer to the Wolf, until she was close enough to catch the Wolf's scent.

She smelled like the forest. Like the smell of the wind in your hair, the sun on your skin, the decaying leaves after an autumn rain. Her scent sent shivers down Regina's spine, and made her heart skip a beat. Taking one final deep breath, she took the last few steps until she was close enough to touch the Wolf with her nose. Lifting her head slowly, she tentatively nudged the Wolf with her nose, keeping her head low to show that she isn't a threat to the Wolf.

The White Wolf looked at her for a few moments, her chest heaving with a nervous breath, before making her decision. With a slow movement, the White Wolf gently nudged Regina's face with her nose, before standing at attention again. Regina lifted her head to nudge the Wolf once more, when Ruby took a step towards them, startling the Wolf, causing her to run off once again. Regina sat down, crying loudly at the absence of the White Wolf, not sure what to do next. Ruby came over and sat next to her, nudging her softly in apology for scaring off her Omega, as Regina held her head low, whining softly.

A few minutes later, a rusting in the trees ahead alerted Regina that another animal was approaching. Suddenly too sad to check, she just sat there, while Ruby stood up to protect her grieving Alpha from whatever was approaching. Slowly the figure came through the trees, revealing that the White Wolf had returned, looking tentatively at Ruby. Taking the hint, Ruby slowly backed away from Regina, who looked up when she felt Ruby move away. Her eyes brightened when she saw the Wolf, as she slowly approached Regina, nudging her again with her nose. A wave of euphoria ran through Regina's body as the Wolf sat next to her, nudging her head a second time, eyes shifting from Regina to Ruby, who stood on the edge of the clearing. They sat next to each other for a few minutes, just looking in each other's eyes, until Regina noticed the sky beginning to brighten.

Regina stood up and began to walk back towards Ruby, looking over her shoulder at the White Wolf, encouraging her to follow. When it was clear the Wolf wasn't going to follow them back to the house, Regina walked back over and nuzzled the Wolf one last time, hoping she understood Regina wished to see her again at the next Wolf's Time. Backing away slowly, Regina walked to Ruby at the edge of the clearing. Stopping for a moment, she made eye contact with the Wolf one last time, before they both turned around and ran in opposite directions.

"Regina? Are you awake?" Ruby whispered, as she woke up a few hours after sunrise, noticing Regina's head uncharacteristically buried under her blanket. "Regina?"

"Yeah?" Regina whispered, shifting slightly under her blanket.

"Are you mad at me?" Ruby asked, shifting closer to her friend.

"What?" Regina asked, popping her head from under her blanket. "Why would I be mad?"

"Because I scared away your Omega." Ruby whispered.

"What? No! We knew she was skittish. I made contact, that's all that matters!" Regina said, sitting up, pulling the blanket around her. "But if there was any doubt that she was my Omega, they are gone now." Regina said, smiling.

"How can you tell?" Ruby asked, eyes wide with excitement.

"It grew again." Regina said, pulling the blanket off her legs enough to show Ruby her crotch, revealing her slightly larger Alpha Penis.

"Did you ever think we would be sitting here, after Wolf's Night, excited about your little penis?" Ruby laughed, hugging Regina, as they made their way back into the house.

"I never thought I would be so excited about a penis, period." Regina laughed as she made her way through the house, smiling at the idea of seeing her Omega again next Wolf's Time. "I do know one thing. It's going to be a long month." Regina said, as she made her way upstairs to start her day.