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

So not a lot of Peter in this chapter but hope the flashback makes up for it!


As Lily watched the altercation between Walter, Mr. Clark and Leroy from her spot next to Emma, she had to hold back a smirk. Said smirk, however, fell from her lips when the ball rang and Mary Margaret walked in.

"Excuse me. Can I have everyone's attention, please?" Mary Margaret raised her voice, causing the entire diner to fall silent. Taking this as a good sign and, ignoring some of the stares, she continued. "I'm sorry to interrupt your morning, but I just wanted to remind everyone that a very special occasion is upon us – Miner's Day. As always, the nuns of Storybrooke are hoping that everyone will get involved, and will help sell their exquisite candles. All we need are a few energetic volunteers. So, who wants to join me?"

Both Lily and Emma winced sympathetically when no one responded. Everyone simply went back to what they were doing and the chatter resumed. As Leroy got up and headed to the door, Mary Margaret perked up.

"Leroy, you want to volunteer?"

"I want to leave, sister." He grumbled. "You're blocking the door."

Mary Margaret's smile faltered. "Of course. Uh, you know, if you wanted to help, it could really be a-"

"Oh, yeah. Right. Quite a team we'd make – town harlot, town drunk." Leroy scoffed harshly as Mary Margaret's smile was wiped from her face. "The only person in this town that people like less than me, is you. If you're coming to me, you're screwed."

That said, the burly man brushed past her and left. After standing there, wide-eyed and pale, for several heartbeats, Mary Margaret turned and exited also. Without a word, Emma and Lily stood and followed her from the diner, rushing to catch up with her.

"Hey." Emma greeted as they caught up with the teacher. "Mind if we join you?" Mary Margaret shrugged in answer. "So, what the hell is Miner's Day, and why are you beating yourself up over it?"

"It's an annual holiday celebrating an old tradition. The nuns used to make candles and trade them with the miners for coal." Mary Margaret explained.

Emma's brow creased. "Coal? In Maine? If they were mining for lobster, I'd understand."

"Yeah, it's confusing as hell, we know." Lily rolled her eyes. "Now, they use it as a fundraiser. It's an amazing party – everyone loves it."

"It doesn't seem like everyone loves it." Emma stated dryly, though kept her voice gentle.

Mary Margaret shook her head, guilt clouding her features. "It's not Miner's Day – it's me. Last week, I had ten volunteers. This week, they all dropped out."

"You think this is about what happened with David?"

"Oh, I know it is. A few of them told me as much." Mary Margaret looked down, a frown marring her brow. "I've never… been a home wrecker before."

"It's going to blow over." Emma assured her, lowering her voice. "You made a mistake with David – it happens. But, you don't have to do charity to try to win people's hearts back."

"I have to do something, and this is the best I can do." Mary Margaret looked down as Lily rubbed her arm comfortingly. "Love ruined my life."

Emma's phone rang, stopping her from offering any comforting words. "Sheriff Swan." She answered, listening for several seconds. "Yeah, I'll be right down." She hung up, sighing. "Well, apparently, duty calls. Hang in there." She placed a hand on Mary Margaret's arm. "And, if there's anything I can do to help, I will."

"I know." The teacher answered, trying to smile. "Thank you." As they watched Emma leave, she turned to Lily, who began to rapidly shake her head. "Oh, come on, Lillian-"

"No! No way in hell!" Lily pinned her with a dark glare. "You know I don't like nuns. Now, Henry's expecting me, I'll see you later."

As she watched the dark-haired girl stalk off, Mary Margaret sighed and shook her head before heading off herself.

"Who doesn't like nuns?"


Lilith gripped the edge of the balcony, attempting to stop herself from scorching the stone beneath her clenched hands.

"I thought you had more control than this."

Her entire back went stiff beneath the cloak. Without turning, she hissed over her shoulder at the fluttering, sparkling fairy behind her.

"And I thought you insects respected privacy." She turned, resting her back against the stone behind her and quirked a brow. "Or is that just another lie you fairies like to spread?"

"Lilith-" Blue began, only to flit out of the way when a fireball shot at her. Furious blue eyes stared up at her, red bleeding along the edges. The sight of the red gave a clear indication of how furious the girl in front of her was.

"I thought I'd made it clear." She hissed, stepping forward until she was inches away from the fairy before her. "Stay the hell out of my way!" Spinning on her heel, a purple smoke enveloped the girl, taking her away from the source of her fury.

Blue watched as the smoke cleared, swallowing back the bitter taste of disappointment. Working so closely with the Dark Lilith would cause tensions to rise even if they didn't have a history. However, such history had put an even deeper strain on their working relationship.

Sighing, Blue turned to flutter out of the room, wondering how that much hate could be contained in one person. Lilith had made it perfectly clear that unless the circumstances were dire, she would not be working in close quarters with any fairy, especially Blue herself.

If only she had acted before the damage had been done, but she hadn't. And there was no use pondering over what-ifs. However, it seemed Lilith was as determined as her mentor to one day wipe out the entire race of fairies.


"Will you be attending the Miner's Day festivities, Lillian?" Gold asked as they both ran inventory of the shop.

Personally, Lily was pretty sure that she could do this job with her eyes closed. Having gone through the same motions every day, every week got old very quickly once you realized you'd been doing the same thing for twenty-eight year.

Letting out a scoff, Lily pinned Gold with a dark look that made him chuckle. Her distaste for the nuns, second to only his own, was rather well known around town. While not many knew Gold despised the nuns and looked for any excuse to kick them out of their building, Lillian was a different story.

The cover story was that Lillian had been left in an orphanage ran by nuns briefly before her adoption. The head nun had been cruel, mistreating Lillian for the short time she'd been under their care.

Gold, however, knew the true reason. And, from what he'd heard of Henry Mills' stories, he was the sole keeper of that knowledge. A quick glance at his ward allowed him to see that, despite her attempt at nonchalance, she still hadn't recovered from her ordeal the other day. Despite being convinced that another force had tried to take her away from Storybrooke, thus causing her collapse, she'd refused to name the culprit.

As it was, she looked much better than she had. Her eyes, while still that odd, luminous shade of pale aqua, had lost their glossy sheen. The dark shadows that had once seemed permanent had faded from her eyes, making her pale skin look less ashen.

She noticed his scrutiny, as one fine, dark brow rose. "What?" She snapped flatly, deftly picking up a set of decorative knives that had been hers before the Curse and setting them into the nearest cupboard.

"You're looking much better." He replied simply, watching the tense set of her shoulders relax. The concern in his voice was obvious, though only for her to hear.

"Yeah, Archie finally approved giving me drugs." She flashed him a smile, not reacting to his disapproving stare. "Hey, it's that or I'll end up stumbling into the harbor."

"Or stopping dead in the middle of the street?" He asked airily, not surprised when she went stiff and refused to meet his eye. "Lillian-"

"No, okay? It was nothing." She practically slammed down the ancient looking tome in her hands. "Lack of sleep finally got to me."

He opened his mouth to press the issue, then thought better of it. She watched a myriad of emotions flash across his face before his lips set into a firm line. She ignored the disapproval he tried to sear into her skull and nearly fled the back room.

"I'm going on break!" She yanked her coat off the hook and stormed from the shop. As she roughly pushed her arms into the sleeves, she nearly ran someone over.

Letting out an annoyed scoff, she knelt down and reached for the box of... candles? Raising her gaze, she met the stunned eyes of a nun. Despite her efforts, her lips twisted into a sneer and she slowly rose after handing the box to the obviously terrified sister.

"Here."

She stalked away, ignoring the rage slowly building inside her at the sight of a fairy. Even without their fripperies and annoying glow, the sight of the nuns had never failed to infuriate her.

I really need to incinerate something.


"So, Lilith will go with Blue-"

"No."

Charming turned at the furious hiss, his brow drawn together in confusion. One look at Lilith's mutinous expression stopped the exclamation building in his throat. Her eyes, already oddly bright, were nearly burning in their intensity.

She stepped forward, keeping her gaze locked on Charming's. "I will not work with a fairy."

"May we at least know why?" Snow asked, struggling to keep her voice polite as they attracted the attention of everyone in the tent.

"Light magic doesn't mix well with what I am." Was all that Lilith offered before she drew back against the shadows of the tent.

When Blue made no protests, the couple was forced to let this go. Snow, however, would be extracting the whole story out of the dark sorceress the moment they had time to do so. As Lilith disappeared on a much needed scouting mission, Snow turned to Blue.

"Okay, what the hell was that?" The princess demanded shrilly.

Blue sighed deeply and fluttered closer to Snow. "If we could discuss the matter privately?"

With a nod, Snow and Blue quickly left the council tent, heading towards Snow's own private one. After gesturing for the princess to be seated, Blue sighed once more before beginning.

"Lilith and I... well, you could say that we share a bit of a sordid past. Are you aware of what happened to her mother?"

Snow nodded. "Bits and pieces - rumors I've picked up over the years. I know she was a princess in a small kingdom and was stolen from her home before she came to marry Lilith's father." She peered up at the fairy curiously. "But what does that have to do with you?"

"Lilith's mother had a gift. She could heal any injury - it brought the wrong kind of attention." She looked down, suddenly looking as if she'd aged decades. "I suppose what happened next is my fault. There was once a fairy, so dark that I ended up stripping her of her magic before exiling her from this land. But, before I did so, she did the impossible - she created a male fairy."

Snow was unable to stop herself from gasping in shock as her mind put the pieces together. "So... what you're saying is..."

"Yes. This male fairy kidnapped Lilith's mother, intent on making her his bride. She escaped to another realm with the help of a childhood friend and was returned to our realm shortly after. However, before she could travel to this other land, the male fairy placed a curse on her." Guilt practically dripped from her voice. "She ended up rotting from the inside out."

Snow raised a gloved hand to cover her horrified expression. Blue looked away, having received enough of those exact looks directed at her from her own fairies after they realized what she'd let happen.

"I didn't stop the boy - Cornelius - until it was too late." Her detached, serene facade began to crack. "By then, the curse had taken root while Lilith's mother was out of my reach. Even if I had been able to find her, it was too late. She made a deal while in this other realm, magic kept her alive until she bore Lilith and the magic she possessed. Both from bargain and by birth, was passed down to her babe."

Snow slumped on her cot, mind racing as she struggled to accept the impact this story had. "So that's why Lilith doesn't wish to be around you, or any fairies for that matter." She raised wide eyes to meet Blue's gaze.

"Yes. She blames us - more importantly me - for her mother's death."


Henry peered up at his babysitter in concern. As if she hadn't already been acting strange, she had shown up at his mother's office and practically begged to take Henry on a walk. His mother, despite wanting to spend time with him herself, had agreed to the teen's demands.

As they walked through the path in the park, he came to realize that Lily was shaking.

Lily aimlessly wandered the park, Henry in hand. Her mind was doing the same. Seeing Peter the other day, or, whatever she could call that phantom image of him, had done nothing for her weakening grip on sanity. He'd tried to take her with him, telling her as much seconds before she'd felt the pull of his magic.

Then the fiery, painful backlash from the Curse as it stopped his actions had hit her.

Even now, she could still feel the immense heat burning through her. She could still see Peter's wide, horrified expression as he watched the magic rack through her body until she lost consciousness. His 'spectre' had disappeared moments before everything had gone black, telling her that he couldn't remain in Storybrooke for very long, especially when trying to take someone with him.

Still, her chest warmed despite everything else. Peter wanted her. He had been trying to find her, though she had a feeling he wouldn't be trying to pull her into Neverland for a while. His usual playful, smirking expression had been replaced by sheer horror at causing her pain.

"Lillian?"

Henry's soft plea snapped her out of her musings. She turned to him, her eyes widening at the sight of his eyes glistening with tears. Without a sound, she opened his arms and he rushed into them. Clutching her tightly, he rubbed his face against her while trying to hold back tears.

"What's happening to you?" He asked fearfully. Moments after she'd stopped walking, he'd watched in shock as her eyes flickered between violent red and their usual aqua. "Your eyes..."

Lily raised a hand to her face, resting her fingertips just below her eyes in shock. My eyes... but that's impossible. She hadn't been able to prepare a cache of magic to bring along during the Curse like Gold and Regina had. Gold's casual mention of her possessing magic still, and now Henry claiming her eyes had turned red, made her stomach clench in dread.

"Henry," she knelt beside him, clutching at his shoulders. "You need to promise me not to mention this to anyone." His eyes were wide. "Not even Emma, okay?"

To her relief, he began to nod rapidly. "I promise!"


"So why did you drag me out here?" Lily asked crossly, her nose wrinkling at the smell of fish.

Gold hummed softly. "I believe that is why." He raised his cane, pointing towards Leroy and the docked boat he stood next to on the dock.

"Now, I know it's a bit of a fixer-upper, could probably use a new coat of paint, a few spritzes of Febreze here and there, but you can't tell me that five thousand's not a reasonable price for this beauty." Leroy started once the two Golds had made it to his side.

Gold eyed the boat, lips pursed. "Three thousand, I think." He muttered finally as Lily watched Leroy suspiciously.

"I need five."

"You need five?" Lily repeated and Leroy swallowed at the lack of expression on her face. "To what do we owe the specificity?"

Pushing past his nervousness, Leroy shrugged. "Trying to help out a friend."

"Oh, I see."

Taking Gold's utterance as acceptance, Leroy quickly pressed his luck. "Look, you don't even have to pay me anything. Just forgive one month's rent for the nuns."

Lily went stiff while Gold's voice turned dangerous. "The nuns?"

"You can have the boat." Leroy gestured towards said boat, clearly grasping at straws. "They'll pay you back eventually. It's a good deal. You get everything."

Gold turned to look at Lillian, not surprised by the mutinous expression on her face. "So, that's what this is about."

"Come on – you're a rich guy." The burly man stuttered out, having caught the look on Lillian's face. "You can afford to give them time to make up one month's, right?"

"You're right – I could." Gold agreed easily, aware of Lillian's sudden increase in fury.

"So, great." Leroy started to smile, only for Gold to make it fall from his face.

"But I won't." Gold stated calmly, barely able to hide his obvious pleasure with the fact. "I have a fairly specific rental agreement. If they miss a payment, I'm within my rights to evict."

"Oh, come on. Why don't you-"

"And, quite honestly, it's going to be a great relief to be rid of such distasteful tenants." Lillian spat out, her eyes narrowed in anger.

Leroy held back the urge to take a step away from the obvious fury in the girl's voice. "You don't like nuns?" He asked, looking between their faces. "Who doesn't like nuns?"

"Oh, we have our reasons. And they're ours." Gold's voice hardened ever so slightly. "Let's just say, we both have a long and complicated history with them, and leave it at that."

Turning on his heel, Gold gently gripped Lillian's elbow and tugged her along. Without a backwards glance, she allowed herself to be led away as fury burned inside her.

"The nerve!"

Gold chuckled at her soft hiss of annoyance, not surprised this time when he caught her eyes flashing red.

"Oh, I quite agree, my dear."


Lilith held up her hand, watching as the eerie smoke-like magic swirled around it. Tilting her head curiously, she spun her hand and watched as a small whirlwind of the magic began in her palm. Rumple was right. Her hand formed a fist, the mist evaporating.

Her mentor had claimed he'd given her the ring to help her latent abilities grow, proving that he had known much more about her past than she'd assumed. Then again, he had been the one to take her memories all those years ago. It made sense he would find the seer that had seen her future, especially after he'd taken her on as a student.

With a sigh, Lilith turned and lightly hopped off the balcony edge, going back into her rooms. The glass doors shut behind her, though she was unprepared to see Snow sitting on the mattress. The dark-haired princess' face was set with determination, making Lilith want to groan in annoyance.

"To what do I owe the honor?" She drawled, tugging off her cloak and flinging it on the nearby chair.

"Blue told me." Snow rushed out, her eyes widening in shock when she realized what she had just done.

Both women stared at each other in shock. Then, Lilith's eyes began to fill with fury while Snow's became contrite.

"Lilith-"

"Save it, Snow." She snapped, her eyes narrowed. "I don't want to hear whatever drivel that bloody fairy told you-"

"She told me the truth." Snow watched Lilith stiffen, her back and shoulders going tense underneath the black covering them. Without a word, the younger woman sent Snow and unreadable, burning look before she stalked towards the wardrobe.

"While I know this is your castle and I can't technically do this - get the hell out of my room." Without looking from her meager collection of clothes, Lilith somehow sent Snow out of the room.

Letting out a cry of shock, Snow turned and saw an odd smoky power forcing her from the room. Said power dissipated the moment she passed the door, which slammed shut behind her. Wide-eyed, she looked down at herself, seeing no remnants of the energy. Sighing, as she knew it was useless to even try speaking to the dark-haired sorceress at the moment, turned and headed to her own room.

In the room Snow had just be ejected from, Lilith was on the ground. Gasping harshly for breath, she raised a hand and grasped the acorn swinging from her neck. All at once, the pain vanished and she greedily gasped in lungfuls of air. Rising shakily with her fingers still gripping the necklace, she stumbled to the bed before collapsing on it.


Lily walked stiffly behind Henry, hoping he didn't notice her mood. Despite her vehement protests -which happened every year - Regina had insisted she take Henry to the Miner's Day festivities. The moment they entered the crowded carnival like area, Lily steered them towards the tent occupied by Ruby.

"Lillian!" Ruby perked up, all traces of boredom evaporating. "What's up?"

Lily smiled, the expression strained, in the face of her friend's chirpiness. Nightmares had, once again, kept her up the night before, leading to a not so happy Lily at the moment.

"Hey, Rubes," she managed to greet easily as Henry looked around for a game booth. "How goes the bake sale?"

Ruby rolled her eyes, a pout forming on her lips. "Take a guess," she gestured to the small amount of leftover cakes and pies on the table before her. "Granny should be happy, but I can't leave until they're all gone."

Smiling sympathetically at her friend, Lily glanced down at Henry when he tugged on her arm. One glance at his pleading gaze had her caving and both women watched as he raced towards a nearby game, hand full of money to play. They watched him for several minutes before Lily sighed.

"I'd better go watch him."

"Well, since that is what Regina pays you for." Ruby drawled with a smile, leaning forward conspiratorially. "I'll save a cheesecake and we can stay up all night watching movies." She winked at Lily, who found herself smiling despite herself.

"I'm holding you to that," she teased before heading towards Henry, who tossing rings onto the tops of glass bottles.

The moment Henry won, he let out a little cheer and, when offered a prize, he looked up at Lillian. "Which one do you want?" He asked, smiling when she blinked at him, clearly taken aback.

With a smile, she glanced at the plush toys, shrugging in response. "You pick."

With a wide smile, Henry pointed to a stuffed toy. Lily followed his finger, her blood running cold as the smile froze on her face. The small Peter Pan plushy smiled up at her when it was handed to her, mocking her silently. Shaking herself free of the memories the red-haired, green clad toy brought to her, she directed a smile at Henry's hopeful face.

"Thanks," she stuffed it into her bag as gently as possible before she offered her hand to him.

He took it and they spent the rest of the festival wandering around. When they reached the candle tent, Lily grimaced at the large amount of candles by Mary Margaret's feet. Leroy sent her a scathing glare, one she ignored easily.

"So... I'm guessing candles are a bust?" She asked quietly, wincing when Mary Margaret nodded sadly.

"Yeah..." The teacher trailed off, looking down as Leroy suddenly stalked away from the booth. Mary Margaret stared after him for several heartbeats before she took off, leaving Henry and Lily alone.

Both looked at one another before Henry shrugged and lightly tugged her with him. "Come on! They have face painting!"

However, they barely got halfway through the crowd before the festival, and all of Storybrooke, suddenly went dark. Gripping Henry tightly, Lily winced when the crowd around them began to panic.

Meanwhile, Mary Margaret and Leroy managed to return to their tent before they began to light candles, calling out for everyone to join them. When Lillian and Henry arrived at the tent, the former handing over the money, Leroy found himself avoiding her knowing, smirking stare. Taking then small, white candles, Lily handed Henry his before thanking the duo and herding him away, smiling down at him. He smiled back, a yawn interrupting the happy expression on his face.

Laughing softly, she wrapped her free arm around his shoulders and began to lead him away. "Time for bed, kid."

He didn't protest, merely rested his head against her until they made it to the edge of the crowd. Glancing back, he perked up and tugged on Lillian's arm.

"Look!"

She turned, her eyes widening when she saw the sight of thousands of candles lighting up the dark festival. Smiling faintly, Lily tightened her grip on Henry, resting her head on top of his as they gazed at the sight. A memory, a welcome one this time, hit her suddenly as her vision began to blur.


"Where are we going?" Peter's hand tightened around hers, his fingers gently tangling with her own.

"If I told you, it wouldn't be a surprise." He reminded her, eying her calmly. This little outing had the potential to make or break their fledgling friendship. With a sigh, he reached out and waved his hand. A collection of weeds and dreamshade obediently moved out of their way, revealing a small hidden clearing.

Lilith sent him a look but allowed him to pull her through the gap in the foliage, turning back when the entrance was covered again. Catching the tensing of her shoulders, Peter gently brushed his fingers across the skin of her hand. She raised her eyes to meet his gaze, the pale aqua glowing in the dim light. He smiled faintly at her, waiting until the suspicion died in her eyes before he pushed ahead.

"It's just up here."

"What is?"

He didn't answer, continuing to lead her up the small hill before he stopped. Tugging on her hand again, her positioned her in front of him, placing his hand on her shoulders. Lilith went taut when he leaned forward, resting his chin on her shoulder. However, when he made no move to do anything else, she relaxed, though refused to lean against him.

For several heartbeats, the only sound was the soft rush of breath as they stood there in the darkness. Then, one of his hands left her shoulder and pointed ahead of them.

"Look."

Glancing back at him, she found his excited gaze fixed beyond them and followed suit. Her body went stiff at the sight of the lights before them, though she was smart enough to know the difference between fairies and pixies, it still sent a shot of anger through her. However, as the pixies began to twist and turn around each other, lighting up their dark haven, she was struck by the beauty of the place. Ever since her humanity had been returned, along with her memories, she had found it hard to not find enjoyment in things.

Including the boy behind her.

After watching the light show for several minutes, she slowly turned in Peter's embrace. His hands fell from her shoulders as he looked down at her, face showing none of the hesitance she could feel from him.

"Enjoying yourself?"

"You do know I hate fairies, right?" She deflected sarcastically, not moving when he raised a hand to brush against her jaw.

Even though he knew she hated being touched, Peter gently brushed his fingertips against the velvety softness of her cheek. As always, her expression was guarded and cautious as she stared at him, her gaze unblinking and challenging. Despite the bravado, being this close allowed him to see the growing terror in her eyes.

Lilith went stiffer with every feather-light touch. Holding back the desire to back away, to show anymore weakness, battled with the terrifying urge to press herself against his hand and welcome what she'd denied herself all these years. The moment his hand fell away, from her cheek, she reached up and pressed against his bony sternum, desperate to get some distance between them.

However, eh was having none of it and refused to be budged. His hand rose again, this time gently brushing her thick hair away from her face before he let it follow the line of her hair. Even as he touched her, pale aqua eyes flashed up at him in defiance, though he wasn't intimidated by her. He never had been.

As he drew closer to her, watching as her eyes seemed to lighten and become hooded with desire, he felt the unmistakable rush of electricity fill him. When her lips parted invitingly, he knew she felt it too as fire began to rush through his blood. They stared at one another, breathless as the tension built before Peter chanced whispering her name.

"Lilith..."

To his surprise, her hand reached out to gently snag the collar of his tunic. She jerked his head towards her, their breaths mingling as their heated gazes clashed violently.

"Lily." Was all she managed to breath out before their lips finally crashed together, drawn by the pull of desires repressed for so long.

And in that moment, both knew they'd passed the point of no return.


Lily tugged Henry away from the sight before them, smiling down at him before they began to head down the street from the festival. Both stopped at the sight of Mary Margaret in the street, clearly watching the sight of David being escorted by Emma into the police car with the same shock the other two felt.

"Mary Margaret," Lily and Henry stopped, watching as the dark-haired teacher clutched her candle to her chest. Worry washed over all of them, especially when the two elder of the trio realized that Kathryn had been missing for over twenty-four hours.

Hours later, as Lily settled in for the night, she reached into her bag. Drawing out the Peter Pan plushy Henry had gifted to her, she stared at it for several seconds before hugging it to her chest. Tears of frustration and rage burned behind her tightly closed eyelids, tears she refused to let fall. She fell back onto the bed, staring up at the ceiling as the stuffed toy innocently rested on her stomach.

Outside the window, a yellow-eyed Shadow watched her until the blinds were drawn and the light went out before it turned. Flying away from Storybrooke and the girl, knowing its master would not be pleased that Tiger Lily was in tears because of him once again.


Thoughts? Comments? Questions?