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

It's awesome that you all like the rewrite and that liked the last chapter! Here's the next one!

And kudos to findingyouagain for deducing who 'Maia' is ;) I gotta say, I'm surprised you new that little fact!


Sighing deeply, Lily methodically turned knob of the door to her rarely used room in Gold's manor. Her heels clicked against the wooden floor as she entered the room and frowned at the light layer of dust.

Heaving another sigh, she placed her small purse down on the elegantly carved vanity that took up an entire corner of the room. Reaching down, she slipped off her heels before she lowered herself onto the bed.

She heard the door opening behind her, though kept her eyes on the window overlooking the woods. Soft footsteps came closer until Henry was by her side, hovering hesitantly at the blank expression she wore.

Finally he plucked up the courage to whisper, "Lillian?"

A cross between a sob and a sigh left her as Henry settled against her side, gripping her hand tightly in both of his. She wrapped her free arm around him, pressing her face against his head as tears began to leak out of her closed eyes. He pressed closer, holding back his own sobs as they clung to each other tightly.

Neither noticed Gold watching them from the door, his face drawn and tight.


"Where are you, girl?!"

Panting, Lily slipped behind the tree and covered her mouth as hoof beats thundered past the hiding spot. Her eyes shut tightly as the hoof beats slowed to a stop.

"She couldn't have gotten far, and our Lord wants her back by tonight." A gruff voice stated as the sound of boots hitting the ground came.

Biting her lower lip so hard that she could taste blood, Lily stifled a whimper. As the footsteps came closer, she edged around the tree before taking off at a sprint. A hand reached out and grabbed ahold of her ankle, sending her to the ground with a hard to get away, she was roughly turned around to see the Baron's head Huntsman.

Sneering down at the little girl, the burly man called to his partner. "Get the rope!" He snapped back to the girl when she opened her mouth to scream and covered her mouth with his hand. "Shut up, you insolent brat!" He turned back to his partner as he was handed rope. "Get a gag!"

Wide-eyed, Lily started to twist violently in his grasp as he tied her mud-caked hands together behind her back. Seconds before the gag was placed over her mouth, she inhaled deeply and shouted, "Rumpelstiltskin, I summon thee!"

The Huntsman ignored her words, quickly gagging her before he tossed her over his shoulder. Turning back to his partner, who sent the girl a pitying look, he slung the wriggling girl on the back of his horse.

"Quit struggling, little girl." Lily turned frightened blue eyes to the other man. "It'll be easier-"

"Ooh! How right you are, dearie!" A chirpy voice trilled loudly.

All eyes turned to the cloaked figure standing several feet away. The man raised his head and the two men gasped at the glowing amber eyes. Lily renewed her struggles at their lack of attention and managed to fall off the horse. She winced, tears springing to her eyes when her already bruised and battered body hit the dirt.

"Now," the man continued, flinging his cloak off flamboyantly to the side. "What ever are you two gentleman doing to that sweet, little girl?"

"Leave here, Dark One." The Huntsman warned, drawing his sword. "This is none of your concern."

The man tilted his head and glanced at the bound and gagged little girl. Eyes twinkling with malice, he gazed at her curiously before turning back to the men. "Well, as the little girl summoned me, and pronounced my name correctly, mind you," at that, he sent Lily a quick wink. "I do believe that this had become my business, don't you?"

Without answering, the Huntsman began to advance on the Dark One as his partner stayed behind, sword drawn. Smiling serenely, Rumpelstiltskin turned to look at the teary-eyed girl and titled his head.

"Do you want to go with these men?"

When Lily shook her head frantically, tears streaming down her dirt-streaked face, his smile twisted. He turned his attention back to the huntsman, his voice sing-song.

"Then I have my answer, dearie."


Her nose wrinkled at the smell, though Lily continued to categorize the items in one of the many cupboards. Gold was still spreading lanolin on a strip of cloth when Emma's voice came from the front.

"Gold! In here?"

Said man rolled his eyes, muttering to himself. "Well, it is my shop."

Lily turned around as Emma entered the back room, watching as the blonde immediately recoiled. "Whoa!" She raised a hand to cover her noise. "What is that?"

"Oh, this is lanolin – used for waterproofing." Gold explained offhandedly.

"It smells like livestock."

Lily deadpanned. "Well, it is the reason why sheep's wool repels water."

"It stinks." Emma stated unnecessarily. "Um, if there was a reason you called the Sheriff's Department… If you want to talk about that quickly-" She gestured to the front of the shop, still wincing from the smell.

"Yes." Gold made no attempt to move.

"Or outside… " Emma trailed off as Gold finally stood and stepped around the table.

"I just wanted to, uh, express my condolences, really. The Sheriff was a good man." He said, aware of both Emma and Lily's wince. "You're still wearing the Deputy's badge." Emma glanced down at said badge. "Well, he's been gone two weeks, now, and I believe that after two weeks of acting as Sheriff, the job becomes yours. You'll have to wear the real badge."

She shrugged. "Yeah, I guess. I'm just not in a hurry. So, um, thank you for the kind words." She said awkwardly, clearly not used to receiving sympathy, much yes thanking anyone.

That said, she turned to leave while Gold followed her to the front of the shop. Lily frowned, setting down the book she'd been marking before she followed them as well.

"I have his things." Gold said suddenly, making Emma turn around.

"What?"

Lily followed him as he walked to a box on the counter. "The Sheriff. He rented an apartment that I own." Gold explained as he took the lid off. "Another reason for my call, really. I wanted to offer you a keepsake."

"I don't need anything."

"As you wish." He acquiesced easily, though Lily caught the glint in his eye. "Well, give them to Mayor Mills. Seems like she was the closest thing he had to family."

As predicted, Emma bristled at his words. "I'm not sure about that."

"No love lost there, I see." A small smirk flitted across Gold's face before a somber expression replaced it. "Look, I feel that all of this stuff is headed for the trash bin – you really should take something. Look – his jacket." He produced Graham's leather jacket from the box.

Lily watched as Emma recoiled like she'd been sprayed with acid. "No."

"Well, look. Your boy might like these, don't you think?" He set down the jacket and pulled out a pair of walkie talkies. "You could play together."

"I don't-"

"No, please." Gold began and Emma stiffened at his earnest tone. "They… They grow up so fast."

Eying him oddly, the blonde reached out to take the radios. "Thanks."

"You enjoy these with your boy. Your time together is precious, you know?" Lily reached out and placed a hand on his arm as Emma looked at them. "That's the thing about children – before you know it, you lose them."


Silently, Lily followed Henry across the sand as they walked to his castle. Neither had spoken a word since she'd picked him up from school. Lily had simply allowed him to lead the way to his castle and soon both were sitting on the structure and staring out towards the water.

Lost in her thoughts, Lily didn't react when Henry laid his head on her shoulder.

"Do you miss it?"

She still didn't move. "Do I miss what?"

"Your home. Having magic. Being... " He trailed off awkwardly as he felt her stiffen underneath his head.

"Evil?" She finished flatly, waiting until Henry nodded until she continued. "I miss my magic, yes. Granted, I think we have different definitions of the word 'evil'."

"What do you mean?"

Lily raised her head to look back out at the ocean, closing her eyes as a breeze blew across her face. "I learned magic for revenge... Then I only did it because it was my way of repaying Rumpelstiltskin."

"Repay him for what?"

"For saving me."

"Hey, kid!" Both turned at the sight of Emma approaching the playground. She sat on the other side of Henry and handed him one of the walkie talkies Gold had given her earlier. "Brought you something. Thought we could use them together for Operation Cobra."

Henry took it, mechanically saying, "Thanks."

"Oh, come on! What's up?" His mother lightly bumped her shoulder against him. "You've been ducking me for weeks."

"I think we should stop Cobra stuff for a while. You don't play with the curse." He said gravely. "Look what happened to Graham."

Emma frowned patiently. "Henry, I told you they did an autopsy. It was totally natural causes."

"Okay, whatever. You don't believe – good." Lily saw Emma start at his words. "That should keep you from messing with it. And getting killed."

"You're worried about me?" Emma asked softly, the surprise in her voice making Lily want to bash her in the head.

"She killed Graham because he was good – and you're good."

"Henry…"

Henry continued, "Good loses – good always loses. Because good has to play fair – evil doesn't." Lily pushed off the small ledge and turned, offering her hand to Henry. "She's evil. This is probably best. I don't want to upset her anymore." He handed the walkie talkie back to Emma before taking Lily's hand.

Holding hands, they walked away from the playground as Emma's wide eyes followed them.


"Enough of this!" The huntsman snarled and moved forward, intent on running this man through with his sword. Wide-eyed, Lily made to scream before the man suddenly froze. "What... Is this?"

Watching with morbid fascination, Lily saw Rumpelstiltskin pull his hand away from the huntsman's chest. In his hand, he held a glowing, beating heart.

"That, dearie. Is the power of the Dark One." Rumpelstiltskin glanced at Lily before he spoke to the huntsman. "Now, untie the girl, remove her gag her and let her come to me."

To her shock, the huntsman did as the Dark One said. He took stiff steps towards her and crouched down, untying the ropes and removing gag quickly. Once she was free, Lily scrambled away from the three and looked between them warily.

"Come here, dearie." Rumpelstiltskin crooned, watching as she turned her eyes to him again. Despite her horror, he'd seen the flash of curiosity in her gaze. Slowly, Lily stood and took hesitant steps toward him, taking his offered hand. He drew her against his side before he looked back at the heart in his grasp. "So, what does the young lady think I should do with the heart of this man?"

Lily looked from the heart, to Rumpelstiltskin's amused face, to the pleading one of the huntsman. Anger filled her, making her small chest burn at the sight of his expression. She knew, without a doubt, that he would have taken her back to the Baron her brother had sold her to. Mind made up, she turned to the Dark One with such an expression of anger that her features almost looked feral.

"Make him pay."

Giggling happily, Rumpelstiltskin did as she bade. Crushing the heart slowly, both watched as the huntsman collapsed to the ground with a deep, shuddering gasp. Still rather amused, Rumpelstiltskin opened his palm, allowing Lily to see the dust falling to the ground.

"Please, don't hurt me." The forgotten man begged, though he paled rapidly when both turned their attention to him.

He watched as the Dark One glanced at the little girl, who nodded savagely. Trilling out another laugh, the amber-eyed man gave her a pat on the head before he was on the other man. Bringing up his sword, the apprentice huntsman tried to run the Dark One through, only for his weapon to pass harmlessly through the other man's chest.

"Please! I was only following orders!"

The little girl they'd been sent to retrieved gazed at him with unforgiving eyes. "You should have thought about that before you tried to take me back to him!"

With that, Rumpelstiltskin plunged his hand into the man's chest and yanked out his beating heart. Crushing it, quicker than he had the other one, he watched as the man collapsed to the ground.

As she watched dust trickle to the ground, Lily felt a relieved smile form on her face. She was free. Finally free of the lord of these lands. "Thank you, sir." She whispered,still smiling as the Dark One turned his eyes back towards her.

"No thanks needed, dearie." He sent her a fond smile. "I haven't had this much fun in ages, nor have I met someone so promising at such a tender age." He tilted his head, seemingly struck by something. "Speaking of which, how old are you?"

"Eight years old, sir. I'll be nine, come midwinter."

He nodded, gently patting her cheek. "Well, I shall be a gentleman and accompany you to the nearest village." He frowned when the girl looked down.

"My parents are dead, sir. I only have my brother, and he sold me to the Lord of these lands."

He tsked in a disapproving manner. Waving his hand, he made her little chin tilt up so he could look her in the eye. "Well, I shall take you to the next village, surely there is someone willing to care for you."

Once again, she looked down, breaking his hold on her chin. She didn't notice his expression of shock and he stared down at her in growing wonder.

"The nearest village belongs to this lord, and he has a bounty on my head, sir." Struck by a sudden idea, she raised her head in excitement. "Let me come with you! I want to learn what you do, how to crush hearts into dust!"

"You're a little young to study magic, dearie." He pointed out, though there was no hiding the lack of conviction in his words.

"But, I need to protect myself, please! I need my revenge!"

His eyes lit up and he leaned down until their noses nearly touched. Placing a hand on her bony shoulder to steady her, he smirked. "Revenge, you say?" She nodded and he cackled with glee. "Now you're talkin'. If one can feel hate at such a young age, one can learn from the Dark One." Straightening up, he stared at her speculatively. "How about a deal? I teach you magic and take you as my student, if you promise to become my assistant?"

Her answering smile made one form on his mouth. Nodding rapidly, the little girl beamed up at him as he felt his chest swell slightly. He pushed down the feeling and twisted his hand in the air. A small, dark cloak formed in his grip, and he offered it to the child before him.

As she put it on, he suddenly remembered he didn't even know how to address her. "What's your name, dearie?" At her answer, his eyes widened as he looked at the child before him with new eyes.

"Lily."


As she left Henry for the night, thankfully without stabbing Regina in the eye, Lily sighed when her phone began to vibrate.

"Hello?"

"Lillian, if you could, meet me at Miss Blanchard's apartment in ten minutes."

She frowned at Gold's words. "May I ask why?"

"Oh, we're going to offer Miss Swan our services." Was all she got before he hung up.

Frowning at the plastic device she held, she pocketed it before she headed down the street towards said apartment. Aware that she was early, Lily simply waited on the staircase for her guardian to show up. Minutes ticked by and she nearly sighed with relief when Gold entered the stairwell, a binder tucked under his arm.

Without a word, both ascended the stairs to the apartment and Gold reached out to knock on the door. Emma swung it open, her eyes widening at the two behind it while Mary Margaret peered over her shoulder.

"Good evening, Miss Swan." He greeted softly. "Sorry for the intrusion. There's something I'd like to discuss with you."

"I'll let you two talk." Mary Margaret murmured before she darted up the stairs.

Emma gestured. "Come on in."

"Thank you." Gold stepped into the apartment, Lily at his heels. "I, uh… I heard about what happened. Such an injustice."

"Yeah, well, what's done is done."

His lips twitch. "Spoken like a true fighter."

"I don't know what chance I have." Emma admitted with a shrug. "She's Mayor and I'm, well, me."

"Miss Swan, two people with a common goal can accomplish many things." Gold said as a faint smirk formed on his lips. "Two people with a common enemy can accomplish even more. How would you like a benefactor?"

She frowned at him while Lily rolled her eyes. "A benefactor?"

Gold nodded before he gestured to the table. "You mind?" All three stepped to the table, Lily and Gold taking seats while Emma seated herself across from them. He picked up the binder and placed it on the table, opening it and skimming through the pages.

"You know, it really is quite shocking how few people study the town charter." He muttered, running a finger along the page.

"The town charter?" Emma asked as Lily leaned closer to his shoulder and skimmed through the charter.

"Well, it's quite comprehensive." He admitted, a smirk once again forming on his mouth. "And the Mayor's authority? Well, maybe she's not quite as powerful as she seems."


"So, what shall we call you?" Rumpelstiltskin asked as he and Lily traveled down the road.

The little girl started, looking up at him past the hood of her cloak. Confusion and innocence filled her pale, thin face, the sight of it reminding him so much of Bae that the ache in his chest worsened. He took another second for his eyes to travel over her cloaked body, a frown marring his features at how thin she was. Obviously, this Baron, she'd been sold to by her own brother hadn't taken very good care of her.

He quickly made a mental note to go track down her brother and introduce him to the underside of his boot.

"Well, you see, if you're to become my apprentice, you must have a name that strikes fear into the hearts of mortals!" He trilled, steeping his fingers together in thought.

For her part, Lily's brow creased as she attempted to think of a name like he wanted. Biting her lip, she immediately whimpered when her teeth connected with the sore split from earlier. Hearing the noise, Rumpelstiltskin kneeled down and raised a glowing hand to her now bleeding lip. Waving it over the wound, it closed immediately and left her staring up at him in awe.

"Thank you!" She smiled up at him, earning a nod in return.

"No thanks needed, dearie. Now, about your name... " He paused, tapping his chin lightly with one finger before he suddenly clapped in glee. Releasing a loud, high-pitched giggle, he once again kneeled down to her level. "How about... The Dark Lilith?"


"Henry, would you quit it? You're going to give me a migraine." Lily teased, rolling her eyes when Henry continued to pace around her room at the inn.

"But, she's gonna get hurt! Or worse!" He fretted. Ever since he'd learned that Emma was planning to run against Sidney for Sheriff, Lily hadn't been able to calm him down. "She can't go against my mom, she just can't!"

"Henry," fed up, she stood and gripped his shoulders to make him stop. "Look, she'll be okay. I promise."

"That's what you said about Graham."

All the breath left her chest at that statement. Closing her eyes, she drew away from Henry and turned to go sit on the bed. A violent sigh escaped her lungs moments before the bed dipped slightly.

"I-I'm sorry, Lily." She turned to stare at him silently. "I'm just worried about Emma... Do you really think Gold'll be able to help her?"

Looking away from him, she rubbed a hand over her tired face ebfore answering. "I'm sure he'll do everything in his power to help Emma, Henry."

Henry, thankfully, was tactful enough to drop the subject. They spent the next few hours going over Henry's homework before she took him home. She frowned when Regina sauntered down the stairs, looking far too pleased with herself for Lily's comfort.

When Gold handed her the paper the next day, it thankfully explained the source of Regina's glee... Infuriating Lily in the process. Slamming the copy of the paper down in the desk, Lily held in the urge to scream as Gold watched her wearily.

"How the hell could she do this?!" The teen screeched loudly, breathing heavily as anger overwhelmed her.

As he watched, Gold frowned when he saw a flash of red overtake Lily's usually blue eyes. Shaking his head, he filed that bit of information away for later as he attempted to calm his enraged ward.

"The 'how' and 'why' isn't important right now." He placated, though wasn't surprised when she continued to look like she'd happily rip Regina's heart out with her bare hands. "What is important, is that we see to it that Regina's is punished for using such an, uh, underhanded tactic."

Hearing the tone of his voice, Lily slowly rounded on him. Leaning forwards, she narrowed her eyes when a smirk formed on his face.

"What did you have in mind?"


"So, any plans for the night?" Ruby asked, playfully shimmy of her hips towards Lily, who laughed in response.

"Ah, no. Not the kind you're thinking, Rubes." She shot back as they walked down the street. "I'm supposed to get Henry from Archie's and then-"

A rather loud explosion jarred them, cutting off Lily's reply as both women turned in the direction of the noise. At the sight of smoke rising from the city hall, Lily and Ruby raced towards it. They arrived in time to see Emma supporting Regina as they exited the smoldering building. As the ambulances arrived, Lily saw Henry and Archie arrive and rushed to them, Ruby at her heels.

"Henry!" At the sight of her, he rocketed into her arms as she cradled him to her. Turning to look back toward the building, she caught sight of Regina on a stretcher with an oxygen mask while Emma hovered awkwardly by herself.

"Did Emma really rescue my mom!?" Henry asked one of the fireman, who nodded with a smile. Cheering softly, the little boy turned his attention back to Emma. Lily, however, watched as Regina threw a hissy fit with a smirk. "Emma!" Henry called from his spot at Lily's side.

Emma looked over, rushing to the small group as Mary Margaret and Granny joined them.

"Henry."

"Did you really rescue Regina?: Mary Margaret asked the moment Emma was within earshot.

Henry practically bounced. "She did! The fireman said it. They saw it."

"You are a hero." Ruby praised with a smile.

"Ooh! We should see if they have a picture of the rescue." Lily suggested, earning nods of agreement.

Granny added, "We could make campaign posters."

"Oh, people would love that!" Archie enthused. "That's a great idea. Wait, so… "

The group, minus Lily, Henry and Emma walked away. The blonde turned to her son, smiling widely down at him.

"This is how good wins. You do something good and people see it, and then they want to help you."

Henry smiled back at her. "Maybe you're right."

"You see, Henry? We don't have to fight dirty." Emma promised just before Regina began to practically screech for her son.

Sighing angrily, Lily, after letting Henry sneak a hug, trudged over to the irate mayor with her son. Turning to look at the wreckage, Lily allowed a smirk to form when she saw Emma picking up a piece of the lanolin covered cloth.


"Did Emma already come by?" Lily asked, running her fingers over an ornately carved dagger hilt.

"Yes she did. Miss Swan seemed quite, uh, distressed by our little trick." He muttered, raising his eyes in time to see Lily's amused smirk.

"Well, she'd better get used to it if she's actually planning on staying." She remarked as she placed the weapon back into it's velvet lined box. Turning to her guardian, she eyed him calmly. "Think she'll do it?"

He returned the look. "Only one way to find out, dear."

She returned the smile blossoming on his face. "Well, it is something she'd do." Which was exactly what they were banking on.

Hours later, as Lily and Henry sat watching the debate, the former had to hold back the smirk when Emma stood and began to speak. Henry was beaming up at her and Lily saw Emma wince at the adoration that practically flowed from the little boy.

"You guys all know I have what they call a, uh… Troubled past." She admitted with a grimace while Lily shot Regina a scathing look. "But, you've been able to overlook it because of the, um… Hero thing. But here's the thing – the fire was a setup." Murmurs rose in the crowd and several heads turned to glance at the stony-faced pawnbroker. "Mr. Gold agreed to support me in this race, but I didn't know that that meant he was going to set a fire. I don't have definitive evidence, but I'm sure." Emma pinned Gold with a flat look before she turned her attention to the stirring crowd. "And the worst part of all this was – the worst part of all this is – I let you all think it was real. And I can't win that way. I'm sorry."

The sound of movement made Lily turn to see Gold standing and leaving the debate with deliberate steps. Keeping her face blank, she turned back to the front as Emma stepped away from the podium and into the wings of the stage. As the crowd continued to murmur amongst themselves, Lily turned to look down at Henry.

He was frowning heavily, though his lips began to twitch seconds before Lily saw a grin break across his face. Turning to face her, she found herself nodding before the words escaped his lips.

"Come on." She whispered before they too stood up and fled the hall, though the crowd was too preoccupied with the events to truly notice. They traveled down the street towards Granny's, Henry basically running as Lily followed with long strides. Predictably, Emma was at the bar drinking when Henry and Lily arrived at the diner. Heading towards her, the little boy pulled himself onto the bar stool next to her as Lily settled on his other side.

"Hey, Henry." Was all Emma offered as she cradled her drink.

Without a word, Henry pulled a walkie talkie out of his book bag and handed it to Emma.

"What's this for?"

Henry smiled. "You stood up to Mr. Gold."

"And let me tell you, that's pretty amazing." Lily drawled from her spot.

Emma sent her a flat look before refocusing on Henry. "Well, he did something illegal."

"That's what heroes do – expose stuff like that." He looked up and met his mother's eye. "I shouldn't have given up on Operation: Cobra."

Lily turned away from the sickeningly sweet display when the door opened and smirked when Regina and Sidney entered the diner.

"I thought I might find you here." Regina paused, looking at the glass in front of Emma. "With a drink." She turned to look pointedly at Henry. "And my son."

Emma ignored her in favor of Sidney. "Here to card me, officer?"

"Well, not at all. In fact, I think I'll join you." he said, making Lily and Emma share a look over Henry's head.

"Here?" Emma asked in surprise.

"You know, I think they're setting up a back room for the victory party." Lily jabbed a thumbed in the direction of the back.

"Oh, well, you'll have to tell me what that's like." Sidney shot back calmly, a hint of smile on his face.

"Congratulations. …Sheriff Swan." As if it pained her, Regina slowly produced the Sheriff's badge and placed it on the counter in front of Emma.

"Wait, what?" Henry asked as Emma stared at the badge in shock as more and more people began to file into the diner.

"It was a very close vote," Regina explained dryly as Emma picked up the badge. "But people really seem to like the idea of a Sheriff brave enough to stand up to Mr. Gold.

"Are you joking?"

"She doesn't joke." Lily deadpanned while Sidney defended.

"You didn't pick a great friend in Mr. Gold, Miss Swan, but he does make a superlative enemy." Regina reached out to tap the badge. "Enjoy that."

With that, the mayor turned on her designer heel and stalked off, Sidney trailing after her like a lost puppy. Turning back to the two beside her, Lily watched as Henry released a loud whoop before he attached himself to Emma's side.

Letting out a stunned laugh, Emma returned the embrace as others began to crowd around the new Sheriff and congratulate her. Lily hung back, watching with a smile as Ruby sneaked her a shot of whiskey with a wink. She watched as suspicion filled Emma's face, turning into realization before the older woman managed to slip away from the party with determined strides.

Inwardly amused at Emma's expression, Lily turned around when Henry caught her around the waist in a hug.

"It's happening!" He lifted his head, still pressed against her, and grinned. "She's breaking the curse!"

"Yeah," a smile curled up her cheek. "Yeah, she is."


Thoughts? Comments? Questions?