Mary Margaret was curled in a ball in the center of the clearing, surrounded by swirls of magic. From the agony frozen on her face, Regina and Emma could tell that she was entirely conscious of what was happening. Emma lurched forward as if to go storming in after her mother, but Regina grabbed her arm to stop her.

"Wait," Regina mouthed. Though she could tell it nearly killed her, Emma nodded and stood still.

Magic always comes with a price. Sometimes, the cost was as simple as offering your weaknesses to your foes. With her hand still squeezing Emma's forearm, Regina closed her eyes and stilled her mind. She took a deep breath, training her senses on the emotion contained within the magic surrounding them. She felt the air around her further still and realized that Emma was doing the same.

Quick study, Regina thought. "What do you feel?" she asked.

"Fear. Anger."

Regina nodded. She could feel the same radiating from Maleficent, but she could also feel the conflict, the desperate love a parent has for a child in danger. "How do you combat that?"

Emma glared at her. "Really, Regina? Right now is a teachable moment?" she spat.

"Miss Swan, the more you know about what you face, the better your chances are of survival. Now, focus on those emotions and find a way to balance them."

For once, Emma didn't argue. She raised her hands, focusing on Regina. Regina did the same, and, with a nod to Emma, she unleashed her magic on Maleficent. Out of the corner of her eye, she could see the silver light coursing from Emma's palms toward Lily.

For a long moment, the clearing pulsed with magic, crackling and burning. Then with a loud crack and a jolt that sent all four women flying backward, the magic dissipated. There was silence, and then a loud thud and heaving sigh as Snow was freed from her magical binds.

Regina rolled to her side and pushed herself to her feet, standing just as Maleficent regained her own feet. "Wait-" Regina called, but Maleficent was too fast. With a wave of her hand, Maleficent froze everyone in the clearing. Regina flinched against the spell, but quickly realized that she was alone was free to move.

"Please, Maleficent. Please stop this," Regina said, holding her hands up defensively against her old friend. Old foe? In this case, one and the same.

"I didn't start this," Maleficent replied, and her shoulders suddenly drooped. "But she's my daughter."

"I can't stand by and let this happen. You know that." Regina looked to Snow. Color was returning to her face, but she remained frozen in the fetal position. "I have family too now."

Maleficent let loose a hollow laugh. "I have no desire to go up against you, old friend. The last few times we met, I came out the loser."

Regina edged closer. "And the first time, I helped you remember who you were."

"Who I am is a woman who lost her child and found her again. Regina, she's all I want."

"Then, please," Regina breathed, "let me help you. Let me make this right." Maleficent cocked an eyebrow. "This is my fault," Regina continued. "If it weren't for the dark curse, Snow and Charming would never have gone looking for a way to make Emma the savior. Don't punish them for my mistakes."

Maleficent paused, leaning her forehead to Regina's as she had those many years ago. "You never fail to surprise me. I like that."

Regina studied Maleficent. She was magnificent, no doubt, just as she had been the first time she'd transformed into a dragon and saved them both. For the first time, though, Regina recognized her as a kindred spirit – one who had loved and lost. One who had sought revenge and found only emptiness as the reward. "How do we stop this?" she asked.

"Balance. Light to the dark. Emma and Lily have it. They just need to see it."

"Whatever it takes," Regina answered. "We'll do it."

With a wave of her hand, Maleficent released her spell. Lily crumpled to the ground, and Emma rolled to her side, reaching her hand out to her mother. From the edges of the clearing, Hook emerged and ran to Snow, scooping her up in his arms and carrying her to Emma. Regina and Maleficent both moved to Lily, and Regina dropped to her knees in front of her as Maleficent wrapped her in her arms. Regina reached out to touch Lily's face.

"Lily, please," she said softly. "Let it go."

Lily was shaking. "They deserve to be punished," she said, turning her face away from her mother.

"Maybe they do," Regina responded, "but it won't help. Trust me, I know."

Tears welled in Lily's eyes, tears that she fought desperately to hide. "What the hell do you know about me?" she spat.

"Well, I know what it feels like to want to destroy Snow White. That's something." Lily raised her chin, meeting Regina's eyes. Regina could see the slightest crack form in the walls surrounding Lily's heart. Regina jumped as Emma dropped to her knees beside her, and she pulled back slightly as Emma reached in to speak to Lily.

"You once said that having me there made everything better. Well, I'm here." Emma said.

Lily scoffed. "You're too late."

Emma smiled. "This is Storybrooke. It's never too late here. Just, trust me. Please. Just this once."

Lily stared into Emma's eyes, searching for the right answer. Regina was loath to break the moment, but she spoke. "Lily, revenge is a hollow end to the story. There's no happiness. No justice. Just an empty space left where revenge filled your heart. Please, let something else fill it."

A tear broke loose, and Emma reached out to grab Lily's hand. Maleficent stroked her daughter's hair, and the contact was enough to break the dam. Lily broke into hollow sobs. Regina stood then, leaving Lily to the care of her mother and her friend. For the moment, at least, the danger had passed.

Snow stood a few feet away, unsure and clinging to Hook's arm. "Is it over?" she asked quietly as Regina approached.

"For now," Regina said, reaching her hand out to Snow. "Maybe this is enough."

Snow squeezed her hand. "Thank you," she said. "Thank you for saving me. Again."

Regina smiled. "Well, I'm not going to make a habit of it. So get it together." With that, Snow laughed. A few feet away, Emma and Maleficent were helping Lily to her feet. Regina took a deep breath. One foe, for the afternoon anyway, was vanquished.


Regina stood outside of Granny's. Why was it, she wondered, that every time something happened in this town, they all had to come to Granny's? The coffee was passable but the food was terrible.

Emma opened the door and came down the stairs. "Lily's at the B and B with Maleficent. She's still pretty upset, but I think she'll be ok."

Regina nodded. "You did good work back there."

Emma feigned surprise. "Was that a compliment, Your Majesty? I'll have to make a note in my diary."

Regina rolled her eyes. "All I'm saying is that you're not a complete waste of talent." Emma rocked back on her heels, and Regina couldn't tell which she was enjoying more, the compliment, or the obvious discomfort Regina had in paying it.

Emma jerked her chin toward the diner. "You coming in?" she asked.

"Not this time." Regina shot a heavy look at Emma. "Go. Talk to your parents. I have some things I need to do."