Disclaimer: I own nothing but the plot and any unrecognizable characters and dialogue.

Chapter playlist: 'A Queen's Loneliness' from 'The Tudors' and 'The Tour' from 'The Hunger Games: Catching Fire'


Lilith ignored the rapid pounding on the door, arms tightening around her bent knees. The spell she'd placed on the wood would hold, no matter what they threw at it. Even a Dwarven pickaxe won't get through, she mused darkly, well aware that that was the first thing they'd try once it became clear she wasn't going to answer their pleas.

On cue, a loud 'thunk' reverberated through the wood, making it tremble as the spell wavered, holding fast. Lilith didn't raise her head, keeping it down as her mind raced. Whatever had been happening to her, whatever had been causing her to lose hours at a time during the day, Rumple claimed he'd put a stop to it.

So, why do I feel this way? Why does it feel like something is inside me, something... dark. Well aware that she was as far from a hero as one could get, that the dark magic she'd allowed to take hold of her body and the twist the magic she'd been born with, the idea that something inside her was worse than what she already was, was terrifying. She had to wonder if this had always been there and she'd just never noticed, unaware of her own inner turmoil while living without emotion.

Biting her lip so hard she could taste the coppery tang of blood, Lilith let her head fall back against the thick wood behind her, paying no mind to the pleas and threats that came from the other side.

"Lilith?" Snow called gently, placing a hand on the wood. "Lilith... what happened?"

The younger woman, despite the progress Snow believed they'd made towards some kind of friendship, had suddenly withdrawn, becoming as recalcitrant as she'd been during the early weeks of their affiliation. While Charming hadn't been too bothered by the sorceress' actions, as he was still smarting over her behavior from a few weeks back, Snow was almost to her wits' end with the sudden amount of hostility the young woman had suddenly redirected at them.

"Leave her be, Snow," Grumpy finally groused after they'd knocked half a dozen times more, his hard face lined heavily with annoyance. "She doesn't wanna talk to us."

Undeterred, Snow raised her hand to rap against the wood one last time. "Lilith?"


"Lillian, sweetie?" Ruby pressed her hand to the door, frowning when she received no response. The other woman had slipped into the inn early in the morning and, to Ruby's knowledge, hadn't left the bathroom since then. "Lils?"

"She still in there?" Granny bustled past, a frown creasing her forehead. While she knew from experience that if Lillian didn't want to come out, nothing short of divine intervention would make it so, she could still worry over the barely legal girl. "Are we sure she hasn't drowned herself?"

Ruby made a noise somewhere between a scoff and a laugh, before smacking Granny with her apron. After several more tries with no response, Ruby conceded defeat and wandered after her grandmother towards the diner, darting a last worried glance over her shoulder.

In the bathroom, almost curled up within herself in the shower, Lillian closed her eyes to stave off the seemingly endless supply of tears. Tugging her legs closer to her, she almost bit into the flesh of her upper arm as her eyes began to burn once again. After practically drinking herself into a stupor with Gold, then realizing that despite their shared pain, she was still rather pissed off at him, and she'd left the manor, returning to the inn.

She'd locked herself in the bathroom, as it was the only room Granny didn't have a key to, and had spent the last few hours using the shower to muffle her shrieks of rage and pain. She hadn't realized how much she'd missed Bae, how much she'd wanted to believe that August was Bae, until it was all ripped away from her.

She didn't pretend to know how much this had hurt Gold, and she didn't want to dwell on the feeling, if she was honest with herself. The years she'd spent on Neverland had bonded her with Bae, in a way that even Peter couldn't compete with. Bae had become a younger sibling, someone to protect and care for so that the things that happened to her didn't to him.

And I failed. I left him on Neverland with Peter and the Lost Boys and I abandoned him. The tears began to flow, fast and hot, scalding her long since chilled skin, and she curled her naked body tightly as guilt overwhelmed her.


Emma stared at the ornate deadbolt as August clicked it into place, surprised by the detail. He slipped back into the loft, pushing the deadbolt back into place with a proud smirk.

"No one... is gettin' through that."

Emma laughed. "Wow. When are you installing the torture chamber?" She teased, arms crossed.

"You don't like it?" He glanced at his handiwork, still smiling. "I call it Medieval Chic."

Mary Margaret spoke up. "I don't care what it looks like, as long as it keeps Regina and her skeleton keys out." She shared a look with Emma, still upset over the Mayor's frame job.

"This is pretty handy for a writer." The blonde pointed out. "Where'd you learn how to do all this?"

"Wood shop. Eighth grade."

"Oh, speaking of school, have to get going." Mary Margaret announced, turning to grab her things from the kitchen island.

Emma chased after her. "Um, are you sure you're ready to go back?"

The teacher let out a derisive laugh. "After a stint behind bars," she poured coffee into her thermos. "How tough can a room full of fourth graders be? Besides, aren't you the one we need to be worried about?"

"Me? Why?"

August glanced at the woman as she leaned on the counter. "Well… You did threaten to take Henry away from Regina." He pointed out dryly as he wrapped up his tools.

"Oh, that wasn't a threat." Emma glanced at him, missing the look on August's face. "I'm hiring Mr. Gold to help build a case against her." She turned back to Mary Margaret, who was half-smiling in concern. "She tried to frame you for murder."

"But, you do know what happens if you win?"

Emma nodded, still not understanding her roommate's point. "Yeah."

Her smile widened. "And you're ready? To be his mom?"

"Yeah."

As Mary Margaret smiled and rounded the island to collect her things at the door, Henry's hushed voice came through the walkie-talkie strapped to Emma's belt.

"Code red. Code red."

"Hey, Henry. What's going on?"

"Meet me at Granny's. It's an Operation Cobra emergency."

Emma held back a chuckle at Henry's grave tone and forced herself to sound serious. "I'm on my way." She assured him turning round to leave the loft.

As she headed out onto the street and August caught up to her, she finally was able to ask the question she'd been dying to ask the whole morning.

"What the hell happened to your jaw?"

August flushed beneath his dark stubble and quickly steered the conversation to Henry's urgent message, thankful when Emma dropped the topic and he could try and convince her to drop the case against Regina.

"You know, a custody battle against Regina isn't going to accomplish anything." He pointed out, bracing himself when she laughed flatly. "You need to look at the big picture. That's the only way you're going to understand what you're up against. That's the only way you'll know how to beat Regina."

"Okay, new guy. How's that?"

"Take the day off." He cajoled. "Come with me, and I'll show you."

Emma rolled her eyes, not breaking her stride. "And where exactly would we be going on this magical mystery tour?"

August couldn't hold back a chuckle. "If I told you, you would never come." Emma continued walking, leaving him in the middle of the crosswalk. "Oh, come on. Take a leap of faith. You come with me, and I promise you – you'll find exactly what you're looking for."

She turned around with a slight smile, walking backwards a few steps. "My kid needs me. I don't have time for faith." She turned round, leaving August in the road and made her way to Granny's.

Henry was seated in a booth when she entered, a large plate in front of him along with his book and a cup of hot cocoa. Lillian, however, was nowhere in sight and Emma glanced around to look for the teen. While she knew it was unrealistic, she had come to expect to see Lillian with Henry every minute of every day.

"Where's Lillian?"

Immediately, she saw the change in Henry's demeanor. His shoulders tensed, hunching over as he looked down, lips twisted into a frown. Lillian hadn't shown up at his house to walk him to school, a first for her, and, as Regina had already left, he'd tramped down to Granny's. Ruby had quietly explained that the other woman had been locked in the bathroom for hours and had yet to come out.

"She's sick." He offered, realizing he'd been quiet far too long for such a simple explanation. While Lillian had flat out told Emma she believed in Henry, the teen had also made it plain to the boy that she didn't want his birth mother knowing that she actually remembered. While he didn't exactly understand her reasoning, or the secrecy she liked to live in, he wasn't going to say anything to the blonde before him.

He loved Lillian too much to do that to her.

Emma eyed him dubiously though said nothing. "What's the emergency?"

"Shh!" Henry hissed so loudly Emma nearly jumped back. "This is sensitive."

"If it's sensitive, why are we at Granny's, out in the open?"

Henry shrugged simply. "I'm hungry." He waited until she sat down before leaning closer. "Who else knows that we hide the book at the Sheriff's station?

"No one. Why?"

"Someone changed it." He tapped the book. "There's a new story in it."

Her brow creased. "Why would someone add a new story?"

"To tell something we need to know about the curse."

Emma held back a sigh at his explanation. "And what would that be?" She dared, almost fearing the answer.

His mouth twisted into a scowl. "I don't know," he grumbled. "The story isn't finished."

"Why would someone go to so much trouble to add a new story, and then not bother finishing it?" The blonde asked, glancing up in time to see Lillian, her hair a tangled, sodden mess, face pale and drawn, peek into the diner from the inn.

Henry didn't notice the sudden concern on his mother's face. "That's what's weird." He glared at the book like it had personally insulted him. "The story's about Pinocchio. Everyone knows how that ends."

"Well, maybe that's why it was left out." Emma offered patiently, still focused on the teen across the room. While she'd never been the warmest of people, the state Lillian was in brought forth instincts she didn't know she had unless Henry was concerned.

"Or, maybe, there's more to it."

Emma stood, fighting back the urge to outright scowl when Lillian, after darting a last, sad look at Henry, fled from the doorway. "Henry, you are going to be late for school. Let's go."


Lilith hum softly under her breath, brushing her fingers gently through Bae's unruly curls. This nightmare had been worse than the last, and he'd nearly worked himself into hysterics over it. The sight of his tears struck at her heartstrings, and she'd immediately gone about trying to sooth him. While he wouldn't let her use magic to put him in a dreamless sleep, she'd done the next best thing she could think of in her half-asleep state.

She'd sang to him, in a soft, husky voice that she remembered from her childhood. Losing her humanity had nearly stripped her of her less than important memories, though Peter's interference had suddenly opened the floodgates, and she suddenly remembered things like her brother's favorite type of tea. As her petting motions stilled on Bae's thick curls, she pressed her free hand to her forehead, willing the ache away.

Bae began to whimper underneath her touch, and she felt her magic surge to the surface, wanting to soothe him. She bit back the desire, knowing Bae wouldn't like it if she used her magic. Somehow, she assumed it was something Rumple had done, Bae always seemed to know when she was using magic, even unconsciously. Drawn from her thoughts as Bae's shifting became worse, she fully turned her attention to the boy resting on her lap.

"Bae... shh..." She whispered, rubbing his back comfortingly.

He shifted once more, restless, and glanced up at her through dark lashes. "Will... will you sing?" He asked, afraid of her response, and awaited it with bated breath.

Her fingers stilled once more and her mouth opened, only for no sound to pass her parted lips. After staring at him in silence for several moments, she nodded once. Allowing Bae to settle once more, she resumed her gentle ministrations, and with a sharp inhale, opened her mouth once more.

I know there's someone... somewhere... someone... who's sure to find me soon,

After the rain goes, there are rainbows... I'll find my rainbow soon,

Soon, it won't be just pretend, soon a happy ending,

Love, can you hear me? If you're near me,

Sing your sing, sure and strong and... soon

At the entrance of the cave, Peter stood, stiff as a statue. He watched Lilith's mouth close, her eyes sparkling with tears in the dim firelight, and he sighed at her struggle to keep the moisture at bay. While he knew returning her memories, thus breaking whatever curse she'd cast upon herself, would harm her, he realized that he had misjudged just how much.

She was prone to lashing out, whether if was at him or any lost boy, and it was starting to worry him. While still not comfortable with the hold the girl in the cave had on him, he also knew there was no way around it. He'd been preparing for this for the past few decades, waiting for all obstacles keeping the apart to be gone for good. However, now that he had her, he realized that he had no idea what to do with her, at least in long term.

He placed an arm on the rock beside him, leaning against the wall. Lilith maneuvered herself out from under Bae, settling him in the bed of furs, before she rose gracefully. Peter saw her dash a hand at the tracks of salt on her cheeks and remained where he was.

Her head shot up, fury flashing in her eyes when she saw him, and he watched her stalk towards him. Despite her ire, all he could think of was the sound of her voice, of the song she'd just sang. He could remember hearing her mother sing it to Lilith as a toddler, seeing through the Shadow's eyes as the little girl danced and gazed at her mother with wide-eyed adoration.

The mother I condemned to death... for her.


Perched on the low hanging wall, Lillian shivered as she awaited Henry's arrival. Drawing her hood closer to cover her still damp hair, she pressed her forehead to her bent knee, inhaling shakily.

Her head and heart ached, and while the cold air didn't exactly help, it managed to quell the nausea that churned unpleasantly in her stomach. Sleep, even during the brief period that she'd tried, had eluded her the night before. Biting back a whimper, she pressed her knee closer to her chest until her ribs began to ache from the pressure.

"Lillian!"

Her head raised and she shot off the wall, embracing Henry as tightly as she dared. Her arms, weak with fatigue, not to mention she was almost morbidly hungover, shook with exertion, and Henry's brow was drawn with worry when he pulled away.

"Sis... are you okay?" Her overly bright eyes looked glazed, something he'd seen very often in Sidney Glass, though Lillian's weren't as bad. The wind shifted, tugging at her hood, and he almost gaped at the sight of her hair, hastily thrown into a damp bun. While not as obsessed with her appearance as Ruby was, he knew his babysitter liked to look acceptable, and right now, she didn't.

Henry kept his mouth firmly shut, not wanting to upset her, as it was obvious to him that she'd been crying. He raised a hand, tracing the dark, puffy circles beneath Lillian's pale eyes, hugging her once more when her lips twisted into a trembling frown.

"It's okay, sis," he whispered against her coat as she returned the embrace tightly. "It'll be alright, you'll see. I promise." Unaware of what was transpiring in his babysitter's mind, Henry pulled away and pressed a kiss to her chilled cheek. "Come on, you can finish walking me to school."

Lillian allowed herself to be dragged towards the school, staring at Henry with wide, shocked eyes as a memory played itself in her mind.

"I'm sorry, Bae," Lilith whispered, head bowed over her knees and hands clasped as if in prayer. "I'm so sorry."

"Hey," the teen moved closer to the sorceress, placing a hand on her tight fists. He waited until she looked up before continuing. "It'll be alright, you'll see." He flashed her a short lived grin. "I promise."

She managed to snap out of her memories in enough time to see Mary Margaret and Regina squaring off. The teacher's pale face was calm and composed, the exact opposite of the mayor's.

"...Your life must be filled with such incredible loneliness, if your only joy comes from destroying everyone else happiness." Mary Margaret observed in clipped, quiet tones, pity clearly shining in her eyes. "It's so sad, Mayor Mills, because, despite what you think, it won't make you happy. It's only going to leave a giant hole in your heart." She glanced over the still woman's shoulder to see Henry and Lillian approaching, holding hands tightly. "There's Henry now."

She spun on her heel, having said her piece, and marched into the school. Regina watched her go, unable to fully process the words of the other woman, and was shocked out of her internal musings when Henry spoke.

"What are you doing here?" He demanded, tightening his grip on Lillian's hand.

Regina cleared her throat and offered him his lunchbox. "You forgot your lunchbox."

Henry took it warily. "Thanks?" He looked up at Lillian, only his mother stopped him from tugging both himself and the teen into the school and away from her.

"Henry, it's time for a change." Regina announced, leading him to sit on the bench without a second glance at Lillian. "I think it's time to transfer you to a new class with a new teacher."

"Why do you want me out of Miss Blanchard's class?" His eyes narrowed, voice turned accusing. "Is it because you framed her?"

"Henry! Do you really think I'm capable of doing something so horrible?"

Lillian held back the urge to snort at Regina's acting skills. While the woman was a consummate actress, the facade she wore of the caring mother and benevolent mayor got old very quickly.

"Of course. You're the Evil Queen." He snapped back.

Regina had heard enough. "Enough." She leaned closer. "Those fairy tales are not real. Miss Blanchard should never have given you that book. She should be grateful I'm not trying to get her fired."

Henry jumped off his seat, staring down at his mother angrily. "Go ahead and try. It won't work." He glared at her. "No matter what you do, Snow White will have her happy ending. She and Prince Charming will be together. The curse will end. Good will win." He reached for Lillian's hand and she offered it to him gladly. "And I'm not transferring classes."

"Come on, Henry," Lillian muttered, not caring if Regina saw the rage dancing in her eyes. They turned and entered the school, leaving Regina on the bench, anger and realization filling her features.


Lilith ducked into the room, eying the scattered chunks of wood and sawdust. She carefully stepped over the obstacles, making her way to where Geppetto and Pinnochio sat, whittling away at pieces of wood.

The older man noticed her first, and she held back a wry smirk at his reaction. He reached for his son and drew him closer, though the little red-haired boy merely looked at her curiously.

"Lady Lilith... what is it you need?" Geppetto asked finally, breaking the tense silence. Wary, almost afraid, he eyed the woman before him as if he expected her to pounce. While he knew Snow and Charming trusted her, along with a handful of others, such as Red and the Dwarves, he couldn't stop the terror that gripped him whenever he saw her.

"The Blue Fairy has asked for you," she spoke softly, her expression bored. Truthfully, she'd heard it secondhand, from Granny, as she still refused to be around the prissy, sparkling creatures unless forced. "You'd best not keep her," she turned to go with a sweep of her cloak, leaving the old man and his son to watch her go.

"She's pretty, papa," Pinnochio said finally, staring after the young woman as she stalked down the hall. "Not like in the stories."

Geppetto merely swept his boy into his arms, intent on seeing what the Blue Fairy wanted and, hopefully, leaving all talk of the Dark Lilith behind.


Lillian swept into the pawn shop, her hooded features taking in the extra person with mild surprise. Marco stood at the counter, running his calloused fingers over the ornate clock perched upon the wood. Gold stood behind the counter, looking no worse for wear despite the fact that he'd drank far more than she had the night before.

Bloody adult tolerance, she drifted towards him, ignoring the way his eyes filled with quiet, fatherly concern. Marco was also eying her, curiosity and concern in his own dark eyes, and she managed to get ahold of herself long enough to flash him a small smile. Whatever problems Geppetto had had with her in the Enchanted Forest, Marco positively adored her in Storybrooke.

Without removing her hood, she occupied herself with cataloging as Marco and Gold chatted behind her about the clock on the counter. Just when she'd almost settled on heading into the back room to try and sleep and hopefully not be kept awake by nightmares of shadows and green-eyed demons, the bell tinkled.

"Ah, Mr. Booth." Lillian's head snapped around so fast she felt her neck crack. "I'll be with you in a moment." The dark-haired man hesitated in the doorway, agony clear beneath his stubble. Lillian, despite her lack of magic, could practically feel the smug malice hidden beneath his conversational tone. "On second thought, tell me – as one admirer of antiquities to another – do you think it's worth my while having this clock repaired?"

August stared at Marco, feeling pain so deep in his soul that it physically hurt. The older man smiled pleasantly at him, if a little awkwardly, as the silence stretched. Lillian was looking at him as well, her ashen face shadowed by her hood, and he saw a spark of pity in the depths of her pale eyes.

Gold, smirking like a pleased cat, finally took pity on the man. "I'll take your silence as a yes, then."

"You know, I'm very busy right now." Marco began, not wanting to say the wrong thing and set Gold off. Even though the pawnbroker seemed to be in a good mood, all citizens knew it would take only one wrong word to set him off. "And, uh, I'm just a one-man shop. But, uh, I'll get to the clock as fast as I can." He assured Gold, though it was Lillian who answered.

"We won't ask for anything more, Marco," she flashed him a smile, briefly lightening her features.

Marco responded with a warm smile as he reached for the clock, easily hefting it into his arms. With a nod to Gold, he turned and brushed past August, sending him a brief smile. "Good day."

August stepped out of the way, following the man with his eyes. As Marco slipped through the door, he finally plucked up the courage to speak, his voice weak and faint. "H-how are you?" Was all he got out before the door shut, taking his father with it.

"First time seeing dear old dad since you arrived at Storybrooke?"

August started violently. "I'm so-sor…"

"You know," Gold continued, as if August hadn't said a word. "What surprises me is, why a man who claims to be at death's door can't even bring himself to say hello to his father. What are you afraid of?"

"That's, uh… that's my business." August dodged, limping to the counter. Gold eyed the man, taking in the bruise that was located on his jaw in a mottled hue of purples and blacks. One glance at Lillian's knuckles on her left hand, though, easily solved that puzzle, and he felt his chest swell with pride.

Pushing down his thoughts, Gold shrugged, easily letting the matter go. "Oh. Fair enough. Let's talk about ours." He glanced at Lillian, who had drifted away towards the knick-knacks, shoulders hunched beneath the cotton of her hoodie. "You claim to be the only person who can make Miss Swan believe. That you could get her to do exactly what she was brought here to do. And yet, for a man who's running out of time, you don't seem to be in much of a hurry."

"It's not me slowing us down. It's her. All she can think about right now is getting custody of her kid."

Gold smiled humorlessly. "Sounds like Sheriff Swan needs a course correction."

August eagerly grasped the lifeline the man had just offered. "She's coming to you for legal advice." He noticed Lillian's shoulders, if possible, tense even further. He didn't pretend to know how she felt about Emma's involvement, though he knew the girl was clever enough to know what could happen if Emma did get custody of Henry.

Emma wasn't bound to the confines of the town like the rest of its inhabitants, and neither was Henry. Emma could take Henry and never look back, without a care for the Cursed people she'd leave behind.

"And you want me to steer her toward you?" Gold asked, amused by the idea.

"I can get her there. To believing." He hated the way he sounded, begging and pleading the man before him. "Trust me."

Lillian couldn't stop herself from snorting, though continued to rearrange the merchandise and didn't turn around.

Gold glanced at her, a smile flirting with his lips before he face August again, serious once more. "Ah. I'm sorry. It's just that, knowing who you are and your nature, trust is a big ask." He waited for August's face to fall before continuing. "Fear not. A gentle nudge I shall provide."

Later, he was forced to listen to Emma rant and rave about Regina and what a horrible parent she was. While he agreed with her on several counts, he couldn't find it in him to agree enough and make it worth the headache he now possessed. For what felt like the fifth time, he wished Lillian had stayed, though she was still too uncomfortable around him and had left soon after August.

He wasn't blind. He'd seen the way she'd looked and hear the soft sniffles she thought she'd managed to keep hidden, as well as the bloodshot eyes; alcohol tolerance had never been Lilith's strong suit, even when she'd been able to magic the effects away. Still, it hurt to know that she still didn't trust him enough to confide in him about the pain she was going through over August's deception.

"I have to save him." Emma snapped, her tirade winding down. He blinked, coming out of his thoughts to eye her shrewdly. "I have to get Henry away from Regina."

"I must admit, your intentions are admirable." He kept his tone measured and even. "However, I won't be taking your case."

The blonde sheriff's eyes widened and her mouth opened with a little gasp. "What?" She finally sputtered out, looking at him like he'd just danced the hula in front of her. "You know what Regina did."

"Yes, " he agreed patiently, if a bit patronizingly. "But we can't prove it. And, given the Mayor's sway in this town, any proceedings against her would be long and drawn out and futile. The only certainty is, Henry would suffer. You can't do that to your boy."

"So, we leave him in the same house with that sociopath?" Emma asked, her previously ashen cheeks blooming with angry red patches.

"I'm sorry, Sheriff. My mind's made up."

"Well, then change it." She ordered hotly. "The only person I've ever seen go head-to-head with Regina and win is you."

"That's because I know how to pick my battles."

"Then, pick this one."

Mr. Gold merely shook his head once more, attempting to keep his expression appropriately contrite. "I'm sorry. I'm afraid I'm just simply not the man to help you beat Mayor Mills."

Emma eyed him furiously, looking like she'd enjoy nothing more than smacking him with his own cane. "No," she hissed. "You're not." Sparing Lillian's back one last look, Emma spun on her heel and stormed from the shop.


The walk to the inn had done little to cool her anger and, when she knocked on August's door, her knuckles ached from the abuse. Thankfully, the writer answered promptly, eying her with concern when he took in her agitated expression.

"Emma."

"Hey." She answered shortly, pushing past him to enter into his room.

"Take it easy," he tried to calm her, inwardly excited that, whatever Gold had done, it had succeeded in pushing the Savior back to him. "Is everything okay?"

Emma shook her head, blonde strands picking up with the motion. "No. I am just about out options."

He couldn't stop an eyebrow from raising. "Just about?"

"You told me to beat Regina, I need to see the big picture. Show it to me."


Lilith watched, gloved hands clenched into tight fists on her lap, as the Blue Fairy entered the room. Several guards followed, dragging a twisted tree trunk that practically oozed light magic. Clamping her hands onto her thighs to hold back the urge to flee, the sorceress watched as Blue spoke.

"The tree is enchanted." She told Charming, who relaxed his terse stance ever so slightly. "If fashioned into a vessel, it can ward off any curse." She turned her attention to Geppetto, swallowing past the lump in her throat. "Geppetto, can you build such a thing?"

Geppetto nodded, placing a hand on Pinnochio's head as the boy played with his wood carvings beside him. "Me and my boy, we can do it." His voice gave no hint of the deal he'd struck with the Blue Fairy.

"This will work," Blue assured Charming and Snow, who began to perk up at the sigh of hope for their child. "We all must have faith."

Lilith, having calmed the storm of emotions within her, spoke up, her voice a bored drawl. "I sense a 'but' coming." Her eyes narrowed furiously at the sparkling fairy, who barely withheld the alarm that raced through her.

While Lilith's skills as an empath were known throughout the realm, Blue hoped desperately that the sorceress could not sense the anxiety currently running through her. "Lilith is right," she began as Snow grabbed for Charming's hand, a grin overtaking her previously ashen features. "There is, however, a catch. The enchantment is, indeed, powerful, but all pwoer has its limits." She sent Geppetto one last, long look as Snow's face fell with her words. "And this tree can protect only one." Snow's hand found her rounded stomach protectively. "A choice must be made."


Lillian sighed on the couch, eyes closed tightly as Archie gently shooed Henry from the room. The shrink turned, not surprised in the slightest by how tense the dark-haired teen was.

She'd made great progress in the past few weeks, though had suffered a slight relapse after her reaction to the medicine he'd put her on. Having received a tongue-lashing from both Gold and Regina, he was leery about putting the teen on any kind of prescription.

"So... ah, you say the nightmares have returned?" He asked cautiously, lowering himself onto the chair opposite the still immobile Lillian.

She made a noncommittal noise, her dark lashes fluttering open finally. "To 'return', they would have had to have 'stopped', Doc." She pointed out dryly, swinging her feet to the ground with a low groan. Her entire body ached, thanks to sitting in the shower for a good three hours, and she wasn't entirely sure that she wasn't still a little bit hungover.

While Ruby, recognizing the signs, had plied her with heaps of food and gallons of water, Lillian still felt like she'd been run over by a bus. Joining Henry at his session with Archie hadn't helped her mood either, as the shrink had decided that she needed to have an impromptu session the moment he got a good look at her.

Lowering her hood, Lillian focused on yanking her hair free of the hair-tie and combing her fingers through the tangled strands. Archie watched her, wincing when she gave a particularly vicious tug on a knot, though he remained silent. If Lillian wanted to talk, he had to let her be the one to make the first move.

Years of practice had taught him at least that much.

"I think..." Lillian began, her voice so soft that Archie had to strain to hear it. "I think I'm going mad."


Lilith ducked underneath the sword, catching her reflection in the steel as it swung past her face. One hand shot up, knocking several Black Knights away, while the other found a place within the chest of her attacker. She closed her fingers around the man's still beating heart, eyes the color of blood, and watched his face as she crushed the still beating organ inside his chest.

He fell backwards with a muted gurgle, her hand slipping easily from the confines of flesh and bone. The other Knights warily circled her, clearly frightened to get within striking distance of her. Despite her hands remaining free of blood, most of her body had come into contact with the liquid. Even now, as her eyes flickered between them menacingly, blood dripped down from her cheek, though it was not her own.

Despite what they'd thought, the Black Knights had soon found that the Dark Lilith was proficient with both spell and sword.

Lilith, who had been on her feet since early the day before, wanted nothing more than for everything to be over and done with. While still wary of the Curse, despite Rumple's promises, she just wanted it to be over. Living a mindless existance, after what she'd been through in the past three decades, seemed like a great idea from where she was standing.

I just want to forget, she leapt at a Black Knight, small dagger digging into the tender flesh of his neck. I want to forget everything.


Gold looked up when Lillian stalked in, looking slightly more presentable than when he'd last seen her. While her eyes were still bloodshot - though that could be blamed on lack of sleep rather than alcohol - and her hair was a mess, her skin no longer resembled parchment. He watched her, not bothering to send her a smile he knew she wouldn't respond to.

While he knew his betrayal had hurt her, he'd never imagined that she'd be able to hold a grudge against him for this long. However, he knew better than to push her, as she was beginning to spend more time in his presence than was necessary to fool Regina. Well, he though wryly as the door cracked open, revealing said woman in all her glory. Speak of the Devil.

Lillian barely glanced at Regina, who was eying the teen like she was a dangerous animal. Steeling herself, the older woman stalked to the counter where both Gold and his adopted daughter stood, neither of them looking too pleased to see her.

Smiling widely, she decided to go for the direct approach. "Hello, Lilith."

To her disappointment, the teen didn't deny it, nor did she react the way Regina had imagined. Lillian merely snorted, rolling her eyes, and pinned Regina with flat stare.

"Took you long enough," a wry smirk twisted her lips. "Your Majesty."

Taken aback, Regina glanced at Gold, who had reacted the way she'd expected. His eyes had widened, mouth slightly agape, as he stared at his ward in growing annoyance. He'd specifically told Lillian to not allow Regina to catch on, to realize that someone else knew about the Curse.

"So," Lillian continued, ignoring the reactions of the adults before her. "What threats have you come to offer me? No, wait," she held up a hand when Regina managed to open her mouth. Amusement glittered in the young woman's eyes. "You want me to stay away from Henry? Well, I can already tell you, that you'd have to kill me to accomplish that."

Looking the girl in the eye and seeing the hate directed at her, Regina could believe the promise in Lillian's voice. Clearing her throat and averting her gaze from the stare burning into her own, Regina focused instead on Gold, who had wiped any expression from his face.

"So, now you know, Majesty," he mocked, looking like he hadn't a care in the world. "And, despite young Lilith's promise, I suspect you intend to do everything in your power to keep Henry away from my ward."

"You -"

"But, if you do that, you'll have to explain to Henry why I can no longer be his babysitter." Lillian snapped out, rage smoldering in the depths of her eyes. No one is taking Henry away from me. "And, as I'm sure you've already guessed, Henry doesn't just get his information from that book."

The remaining color in Regina's cheeks drained from her face as she looked between the two Golds in horror. "You." The hiss was directed at Lillian, even though it wasn't necessary to ask; the young woman before her had told Henry all that she knew and had done so, relishing the fact that she could help drill the final nails into Regina's coffin.

"All you'd do, if reassure Henry that his faith in his stories is not misplaced, and that you're doing it because you're the Evil Queen." Gold added, finally seeing the silver lining hidden within this turn of events. "So, make your choice carefully, Your Majesty."

Regina deflated, all traces of righteous anger fleeing her body. They were right and, once again, Gold had managed to get the upper hand over her. Firing Lillian from her job as Henry's baby-sitter, the job she'd had since the boy had been in diapers, would only prove to Henry and, by extension, Miss Swan, that he was right.

And that was something she could not allow to happen.


Lillian, having expected Henry to be asleep, was pleasantly surprised when she saw both said boy and Emma outside of the Mayor's house. Something, however, twisted her insides when she saw the expression on the blonde's face. Keeping her mouth shut, she picked up the pace when Henry slid into the passenger seat of the yellow bug.

"If my mom sees me out here talking to you, she'll get really mad." Henry pointed out, his mother's behavior making him edgy.

Emma ignored the warning. "Henry, I need to ask you something very important. Do you want to get away from Regina? Do you want to come and live with me?" She asked, heart thumping loudly in her ears.

"More than anything." Henry assured her, not sure why she was asking what he'd already told her.

She nodded in response, the band around her chest loosening ever so slightly. "Okay. Then, buckle up." She waited until he'd done as she'd asked. "You ready?"

Henry tilted his head. "Why? Where we going?"

Emma started the bug, catching a glimpse of Lillian's horrified face as she peeled away from the curb.

"We're leaving Storybrooke."


Thoughts? Comments? Questions?