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

I... have no real explanation. Enjoy!

Enchanted Forest - Past

Rumpelstiltskin watched as Lilith appeared before him in a swirl of purple smoke. She stumbled against the bars of his cell, her blood-splattered face equal parts horrified and excited. She reached for him, relief filling her when he took her hands in his own.

"Rumple…"

"I'm here, dear Lilith," he cooed, drawing her in to press a kiss to the clammy skin of her forehead. "All will be well, you'll see."

"Snow White had the child. I saw Charming taking her to the Tree." She told him quietly. There was a low rumbling as the Dark Curse barreled closer. Lilith flinched, looking nauseous as the dark magic drew closer to them. "What have we done?"

Shushing her softly, he stroked her wild curls as the cave around them shook. His golden eyes snapped over his assistant's shoulder before narrowing. "What took you so long, dearie?"

Lilith stiffened, refusing to turn around and acknowledge the newcomer. Regina appeared in a cloud of black smoke; her painted lips set in a harsh smile. Rumpelstiltskin eyed the Queen, looking far too happy given the current situation. The pair began to banter back and forth, snipping at one another while Lilith remained totally silent.

Despite Regina claiming otherwise, Lilith could feel the pain she'd buried deep over her father's fate. Having spent decades without her own parents, it was something she could intimately relate to. The cave around them continued to shake from the advancement of the Curse while their argument reached a fever pitch.

"You overestimate your powers of foresight." Regina sneered before turning on her heel. She had to find Snow White and gloat before the Curse swept them all away. "I'm done here."

"And you underestimate the price of what you've done!" The Dark One snapped back, all traces of playful insanity gone. Even Lilith snapped to attention at his words, even when they turned sing-song. "You shall see, you will come to me, there is more you need."

It sounded alarmingly like a spell. Looking disturbed, no matter how she tried to hide it, Regina reacted as she always did, with rage. "Your taunts will get you nowhere! I know you too well." She strode closer, lowering her voice with a cruel smirk. "You want to make another deal. Well, I won't do it."

To her further discomfort, Lilith joined her mentor when he threw back his head and cackled at Regina's words. "A deal?" Rumpelstiltskin parroted, still shaking with the remnants of his mirth. "You already promised my young assistant and I a good life in this new land. What more would I want from you?"

Recovering herself, she leaned in closer. She ignored the way Lilith's red eyes narrowed in warning. "Oh, to be let out of this cage. To be let out of our last deal. To escape the Curse." She listed off, growing more and more confused when neither reacted to her words.

"But why would I desire that, dearie?" The Dark One stood to his full height, Lilith as close to his side as she could be with the bars in the way. Two pairs of glowing eyes stared at her, unflinching. "I'm exactly where I want to be."

Neverland

Lillian instinctively knew that the sight of Henry, lifeless and pale on the floor in Skull Cave, would never leave her as long as she lived. Still shaking from the raw, unbridled magic that had been unleashed when Henry gave Pan his heart, she managed to tear her eyes away from Henry to stare up at Pan.

He stared back, still smirking, eyes glowing a burnished tawny that caused the pain to twist into a seething rage that overtook her. Pan's triumphant expression slackened when, without warning, Lillian twisted her hand and sent blue fire flying at him.

Had the situation been different, she would have laughed at the naked shock that overtook his expression as he dodged her admittedly terrible throw. Clearly taken aback by both her attack and the fact that it was blue, Peter watched her warily as Regina, Emma and Neal ran to help Henry.

Ignoring their rapid-fire questions, Lillian continued to stare up at Peter, refusing to look at Henry.

"What the hell did you do to him?!" Emma shouted at Pan as he touched down on the sandy cave floor again. She drew her sword, holding it up to ward him off.

"Oh, I didn't do anything to him." Pan returned evenly, never taking his eyes off Lillian's twitching fingers. "Henry did. He offered his heart to me of his own free will."

"Yeah?" Emma challenged as she leapt to her feet. "Well, I'm gonna take it back from you."

She lunged, swiping at air as Pan vanished. Lillian's gaze was drawn to Pandora's box and, just as she herself was suddenly across the room and closing her fingers around it, Pan's arm closed around her waist like a steel band.

"You're not going anywhere, my love." He breathed. the words hotly possessive against her ear, smirk widening when she failed to suppress a shiver. His arm tightened around her, fingers digging uncomfortably into her skin. "Not this time."

"Lillian!" Moving faster than anyone thought her capable of, Emma bolted across the cave and swiped at Pan's arm, slicing into his flesh. His momentary surprise allowed her to grab hold of Lillian and yank the younger woman behind her. "How'd that feel, huh?"

Staring down at his bleeding arm, Pan's gaze was dark when he raised it to stare at them. "Like a tickle." He twitched his fingers, and the box was suddenly in his grasp to Lillian's horror. "Didn't think you had it in you, savior. After all, Rumpelstiltskin didn't."

"What happened to him?" Emma demanded, her eyes settling on the box Lillian had tried to take. "Where is he?"

A cold feeling overtook Neal when he realized what Pan was holding. "What did you do?"

"Oh, he's right in this box, safe and sound." Holding it up mockingly, Pan's eyes gleamed poisonously. "And safely out of the way. Unfortunately for you, he can't hurt me anymore. And neither can any of you."

Blue fire formed in Lillian's palm. "Wanna bet?"

Flashing her a mad smile, Pan didn't respond. Instead, he rose in the air again, though as he flew back out one of the eyes carved into the face of Skull Rock, she detected a faint tremor in his body. Filing that away for later, Lillian let Emma lead her back to Henry.

"How is he?"

Regina didn't spare the blonde woman a glance, her narrowed eyes focused entirely on her son. "You're going to be alright, Henry." She muttered, fingers gentle on his empty, unmoving chest. The preservation spell she uttered was a simple one, but it would keep until they could get his heart back. "We're gonna get you home."

Storybrooke - Past

Seated at the front desk of Gold's Pawn Shoppe, Lillian was quietly checking over the ledger, making marks here and there as she went. As always, business was slow, though she was used to it after spending the majority of her life in the shop. She'd only begun to do the books after her fourteenth birthday, and after three years found the chore to be easy, if not a bit dull.

Glancing up when her guardian slipped out of the back room, she scowled at the sight of him carrying a heavy looking book. "Please put that down, you know you're not supposed to lift heavy things."

Setting down said heavy item with a sigh, his no doubt snarky reply was halted when the door to the shop flew open. Regina strode in, clearly trying to affect an air of casualness that was offset by the tense line of her shoulders.

"I need a child, Gold, and I need your help." The mayor announced without so much as a hello.

Lillian's jaw dropped at her words; Gold merely arched a brow. "Well, I'm flattered, but uninterested."

Regina's haughty expression swiftly twisted into one of disgust. "Not like that. I spent all morning talking to adoption agencies and all the wait lists are well over two years long." She paused, eyes briefly sliding toward Lillian, who was doing her best to remain as unobtrusive as possible. "But you, Gold, you know how to cut through red tape. And if anyone can work the system and find me a baby, it's you."

Her eyes swept to Lillian again, who despite her clear discomfort, met the mayor's gaze coolly. The girl's 'adoption' was a well-known story in their small town, though many still thought it odd that an unmarried man had adopted a young child, none were brave enough to voice said concerns. Still, Lillian was fairly well-liked despite her guardian, and none could say she was mistreated in any way by him.

"You wish to adopt?" Gold asked, unable to keep the faint disbelief from his words.

"Well, don't look so surprised." Regina snipped back, looking affronted at Gold's words.

A faint smile formed on his thin lips. "Oh, I'm not." He said to the belief of absolutely no one. "I'm sure you'll make a… well, a mother of some sort."

Swallowing down the biting words that formed in reply to his own, Regina narrowed her eyes. "Can you help me or not?"

"Of course, I can." Gold's polite expression held firm. "But, a word of caution. Ask yourself if this is something you're ready for."

"It's something I need."

"Well, that may not be the same thing. I'll get you a child." With a nod, satisfied that he'd see it done, Regina turned on her heel and went to leave the shop. Behind her back, Gold placed a hand on Lillian's shoulder as he spoke again, halting the mayor in her tracks. "But, whether or not that's helping you remains to be seen. When you become a parent, you must put your child first. No matter what."

Neverland

Emma watched the faint shimmer spread from Regina's open palms to Henry's boy. Shuddering at the sight of his too pale face, the blonde addressed his mother. "What is that?"

"Preservation spell. It'll give us time to find Pan." Pressing a hand against his chest one last time, Regina gently carded her other through his tangled hair. "Don't worry, Henry. We'll fix this."

"Lillian." Emma turned to observe the younger woman. She stood near one of the eyes of the Skull Rock, gleaming red eyes fixed on the horizon. "Any idea where Pan went?" When she didn't react, Emma raised her voice. "Lillian!"

"What?!"

"Emma," Neal cut her off before she could snap back. He gently touched Lillian's shoulder, lowering his voice. "Lily, where did he go?"

She stared blankly at him, his voice muffled to her ears, as if he was speaking to her through glass. "W-what?" Shaking her head to clear it, she closed her eyes tightly. "There's only one place he would have gone."

"Where, back to the compound? Or the Dark Hollow?"

"That's idiotic." Regina spat, glaring up at Neal. "We all know where those places are, and you think he's stupid enough to go back? Please."

Emma narrowed her eyes in warning. "Enough, Regina."

"Don't tell me what's enough. My son is dying!"

"Our son." Matching the other woman's scowl, Emma tightened her grip on her sword. "So, yes. I know how you feel."

Regina scoffed, hands curling into fists. "You have no idea how I feel. You have your parents. You have this…" She loosely gestured at a bewildered Neal, lips pursing as she tried to stop the tears threatening to fall. "Person. And a pirate who pines for you. You have everything and yet you claim to know what I feel?" Her voice broke on the last word. "All I have is Henry and I'm not about to lose him because he is everything."

Emma knelt beside the older woman and tentatively reached out to where Regina's trembling fingers rested on Henry's chest. "You're right," she admitted quietly, squeezing Regina's hand briefly. The former queen flinched at the touch, clearly not quite sure if it was welcome or not. "I don't know how you feel. So, what do you want to do?"

Regina stared at her blankly, looking so lost that it hurt Emma's heart. Neal watched the pair, one hand holding tight to Lillian, who stared down at Henry as if she could will his heart to start beating.

"What-"

"You wanna run the show?" Emma cut Regina off, using cold logic to snap her into action. "Run it. How do we save Henry?"

"I don't know."

"Even if we can find Pan, he was too powerful for us before." Neal's voice filled the heavy silence after Regina's quiet answer. "And now that he's got Henry's heart... I-I don't know if we can hurt him."

"Yes, we can." Lillian and Regina said at the same time, staring intently at the blood that slowly dripped from the tip of Emma's sword.

"You nicked him. He can bleed, and if he can bleed, then we can hurt him." Regina announced with relish, a dark gleam to her eye. "And if we can hurt him, we can kill him. And we will."

Ignoring how her chest throbbed in agony at Regina's declaration, Lillian slipped her hand from Neal's and shook out her wrists. Her magic was still returning, but she had enough for this. "Hang on, I'll get us back to P-Pan's camp."

The moment the smoke cleared, Lillian fell to her knees, winded by the sudden influx of magic. Before Neal could reach for her, Luca darted forward, catching her by the elbows before she face-planted in the dirt.

Emma went to rip her free of the boy's grasp, only to pause when Hook and Neal both gestured for her to halt. She watched the pair with interest before the rising pitch of Regina's voice drew her attention back to the matter at hand.

"I got you, Lily." Carefully helping her to stand on shaking legs, Luca ignored the demands to let her go. "I-I'm sorry, Lily. I didn't know."

Slumping against him, Lillian cracked an eye open to glare balefully at him. "The next time I tell you Peter's planning on murdering someone, you'd best believe me."

To his credit, Luca did look properly ashamed. Most of the boys did, and when Caleb crept closer, Lillian tiredly opened an arm for him. Like a dam had broken, several of the Lost Boys converged on Lillian, joining what amounted to be a group hug with their overwhelmed princess at the center.

"Where is he?!"

Jerking from Luca's hold, Lillian watched Regina advance on a feral looking Felix. Hook had followed her suggestion and had bound his wrists behind his back. Glaring up at the dark-haired woman, Felix bared his teeth. "Gone. And there's nothing you can do about it. He's already won because Pan never fails."

"Oh, but I can." Lillian's cold words snapped Felix out of his manic glee, and he turned his dark glare her way. "I know exactly where he is Felix. And there's nowhere on this island he can hide from me."

Storybrooke - Past

"Do you really think she'll go through with it?" Lillian asked after Regina left, clutching the manila folder that contained the information about the baby boy from Boston closely to her chest. The very idea that their distant, mercurial mayor was about to become a mother was... difficult for Lillian to imagine. "Out of everyone in town, Mayor Mills has never struck me as..."

"Maternal?" Gold supplied when she struggled to find the right word. At her nod, the older man shrugged his frail shoulders. "Unfortunately, I don't get paid to asked questions, my dear. And who knows, Regina may turn out to be an exemplary mother."

"Do you really believe that?"

A dry half-smirk formed at Lillian's clear skepticism. "Stranger things have happened."

Neverland

"Pan didn't kill Henry to save the island, did he?" Caleb clung to Lillian when he asked the question but somehow managed to meet Felix's gaze unflinchingly. "He did it to save himself."

"Yes." Lillian told him loudly enough that it carried to the ear of every Lost Boy.

"Shut your mouth!" Felix snarled, rushing to his feet. He was just as quickly forced back into his seat by Hook's rough hand on his shoulder. "Don't listen to her!"

"He doesn't care about us, does he?" Another boy asked then, looking heartbroken by the prospect.

"No, he doesn't." Emma answered this time, desperately hoping to connect with these boys - these orphans. "But we do. Lillian and I do, and so do the others. We can save you. We can take you all home with us to our land."

"She's right," Lillian agreed, knowing the boys would listen if she and Emma were on the same page. "If you come with us, you'll all have a home. You will always have a home with me."

"Pan is the only family we need!"

A boy no older than Henry stepped forward and stopped just before Emma. The blonde sunk to her knees and offered her hand, palm facing outwards. After a moment - and after darting a glance over his shoulder to see Lillian's encouraging nod - the boy took Emma's outstretched hand.

"Can you really give us a home?"

"Yes. With your help, we can stop Pan and end this once and for all."

"NO!"

"He's at his Thinking Tree."

"Yes, he has to be at his Thinking Tree."

"A Thinking Tree?" She'd read Peter Pan as a child, but figured reality was vastly different from the book. Her eyes swept from the little boy to Lillian. "What is that?"

"It's where he goes when he wants to be alone." Lillian told her, lips pressed in a firm line. "Usually no one can go there but... I can take us."

"Stop it!" Felix raged against Hook's hold, practically spitting in anger where he sat. "All of you! You can't trust her!" His eyes settled on Lillian. "You traitor! You damned-" His venom was brought to a halt when a hook was pressed to the edge of his mouth, the tip pressing in threateningly.

"Keep talking, Felix." Hook hissed, digging his hook in hard enough to draw blood. "I dare you."

"You're sure you can get us there, Lillian?" Emma asked, rising to stand while still keeping the little boy's hand in hers. "Where is it?"

"It's not fair. And I can." Her grip on Caleb's shoulder tightened. "But you have to promise to take them with us. All of them."

Glancing down at the little boy next to her, Emma smiled despite the sudden burn in her eyes. "I promise." She vowed, raising her head to look at the boys flanking Lillian. "We are all going to go home."

Storybrooke - Past

After learning of Henry's origins - of who is mother was and where she had come from - nothing could have stopped Regina from confronting Gold. No, not Gold, she reminded herself somewhat viciously.

Rumpelstiltskin.

Somehow, that demented imp had found a loophole in their deal. Somehow, he'd managed to facilitate her adoption of Henry, which would no doubt lead to the eventual arrival of his birth mother... the Savior. The very idea of Snow White's precious spawn setting foot in Storybrooke set Regina's teeth on edge.

Slamming into the Pawn Shoppe, Regina managed to set Henry's car seat on the nearest available space - the counter in front of an alarmed Lillian - before she set her sights on Gold. Though his lips had thinned at her arrival, the usually unflappable pawn broker showed no other outward reaction to her obvious rage.

"You knew."

As Regina launched into her righteous tirade, Lillian's attention was drawn to the fussing child set before her. Biting her lip and, after a cautious look at the clearly seething mayor, she carefully reached into the car seat and plucked the squirming infant up. She'd had little interaction with babies, but found that this little boy - Henry, if Ruby was to be believed - settled easily into the crook of her arm.

Swaying where she stood, Lillian gently shushed the baby as wide, teary eyes opened to gaze up at her. Chubby fists rose to rub at equally round and flushed cheeks before the boy hiccupped quietly. Settling him more comfortably in her arms, Lillian smiled down at him when he gazed up curiously at her. Staring down into the dark eyes of the child in her arms, Lillian blinked back a sudden onset of tears, slightly alarmed at the sudden emotion that threatened to overwhelm her. Shaking off the strange feeling that welled up inside her, she glanced up to see both Regina and Gold staring at her; Regina in disbelief, while Gold watched her fondly.

"What?" She asked defensively, arms tightening around Henry. He squirmed at the sudden movement, though settled back down in her arms.

"You got him to stop crying." Regina whispered in faint wonder. Her lips parted, the flush from her conversation with Gold slowly fading. Though she didn't believe him that the identity of Henry's birth mother was mere coincidence, she knew better than to push the subject any further. Though her almost manic state had been blamed on the stresses of parenthood, if she continued on, Gold was likely to grow suspicious. "Give him to me."

"I-I'm sorry." Lillian complied meekly, returning the baby back to his car seat, where he began to fuss the moment he was set down. Biting her lip as the clearly stressed out mayor gathered her son and stormed from the shop, she turned to stare at Gold, expression lost. "What the bloody hell was that about, Gold?"

"I think," Gold began after staring toward the door with warily, "that our illustrious mayor is merely suffering from some kind of post-partum depression. Or Anxiety." He shrugged, though the casual movement belied the clear concern in his eyes. "Perhaps both. But, we shall have to wait and see what comes of it."

Neverland

Though she'd asked Hook and Tink to get ahold of Tiger Lily, Lillian hadn't exactly expected them to succeed. Tracking down the poor former fairy had been a difficult task, even for someone like Tink who knew most of the island like the back of her hand.

Still, as she gazed down at her namesake's slumbering face, she swallowed thickly. "So. You found her."

"Aye." Hook retorted smoothly, his ribs aching at the blow she'd managed to land on him before Tink caught her with whatever concoction she'd used to put her under. "We caught her."

Inhaling sharply through her nose, Lillian's lips thinned. "Thank you." She told them seriously, giving them both a brittle smile when they merely stared at her, obviously curious about her motives. "It didn't feel right, leaving her here alone."

Across the camp, Emma stood before a small gaggle of Lost Boys, asking anything and everything she could about where Pan had gone to hide.

"So, where's this Thinking Tree?"

"The Pixie Woods." The dark-haired Lost Boy that stuck to Lillian earlier answered, arms wrapped around two other younger boys protectively. "It's just north of here."

"It's where the pixie dust used to grow." One of the boys - Caleb, Emma thought - supplied.

"It's not far," Luca added, eyes tracking Lillian over Emma's shoulder. Their princess was deep in conversation with Hook. "I'm sure Lily can take you if you'd like; Pan used to take her there all the time."

"Did he?" Emma muttered under her breath rhetorically before thanking the boys quietly. Turning to Lillian and Hook, she called out to them. "D'you know where we're going?"

"Uh, yeah." Lillian answered, fidgeting with her fingers. "It's... the whole region's been deserted for a long time. As far as I know, P-Pan and I were the only ones that ever set foot in it."

"Well, then let's make history." Neal clapped his hands as everyone began to mobilize.

Emma caught his shoulder. "We're gonna need you here." She shook her head when he opened his mouth to protest. "Once we get Henry's heart, it's gonna be a race back. We need help on both ends."

Unhappy with the decision, Neal nodded in acquiescence. "Okay, but I have a request. Take Lillian."

"Already planned on it."

"What do you need from us?" David asked, Mary Margaret at his side.

"Let's gather up the Lost Boys and get 'em aboard the Jolly Roger." At his words said boys began to rush around, grabbing anything they weren't prepared to leave behind. "And get the ship prepared to fly."

Lillian pulled Caleb into her arms, pressing a smacking kiss to his forehead when he stared up at her in tears. "I'll be back, and then we're going home. I promise." She kissed him again, holding him tightly for a moment. "Wait for me."

"Always." Luca answered, resting a hand on Caleb's head before he pulled the younger boy to where the others were gathering. "See you soon, princess."

"Henry's gonna be with me the entire time." Neal was promising Emma and Regina. "Nothing is gonna happen to him while you three are away."

Moving to join up with Emma and Regina, Lillian blinked when Mary Margaret joined them. "You mean four." Emma blinked at her mother. "I may be trapped on this island for the rest of eternity, so if you think I'm not going to be spending my last moments with my daughter, you're crazy."

"Okay." Steeling herself, Emma turned to take in the three women with her. Regina and Lillian were practically vibrating, clearly eager for the potential fight ahead of them. Even Mary Margaret looked intense, and Emma nodded when her mother reached to clutch her hand briefly. "Let's do this."

Storybrooke - Past

"Ms. Gold." Jumping in seat, Lillian's head shot up to see Mayor Mills looming over her. Swallowing thickly, she shut the book she was reading and gestured for Regina to join her in the booth.

"Mayor Mills... what-what can I do for you?"

Sliding smoothly into the opposite booth, Mayor Mills clasped her hands primly on the table. "Tell me, Ms. Gold. Have you any experience with children?"

Too bewildered to speak for several long heartbeats, Lillian managed to stutter out a reply. "I-I can't say I have much, to be honest. I haven't had the pleasure of being around small children since I was one myself; my work with Mr. Gold keeps me busy."

"Hmm." Idly examining her nails, Mayor Mills eyed the younger girl. "And if I asked you to become Henry's permanent baby-sitter, assuming you fair well through a trial-period, what would be your answer?"

Up to this point, Lillian assumed Regina was merely toying with her. Previously, the Mayor had had little time for the orphaned ward of the infamous Mr. Gold. Usually, she had flat-out ignored the presence of the teen. However, after seeing how easily she'd calmed Henry down, and how taken she was with the baby, had gotten Regina thinking.

"Well, Ms. Gold?"

"If Mr. Gold allows it..." Biting her lip, Lillian couldn't help but begin to smile at the thought of spending more time with little Henry. "I'd love to."

Neverland

Despite everything going on, the sight of how far into decline pixie woods had fallen broke Lillian's heart. Everything was dark and withered, and there was a heaviness to the air that even Mary Margaret looked unsettled.

"So, you spent a lot of time here, huh?" Emma asked dryly, carefully ducking beneath a withered, gnarled tree limb.

"It was prettier last time I was here." Lillian countered as she led them towards the Thinking Tree. It shone like a beacon, the last bit of magic within the forest, and even that was beginning to fade. She'd fallen in love with Pan here, when he'd taken her to see the pixies dancing and she'd kissed him for the first time.

"So, what happened?"

"The magic of the Island began to fade, and the pixies all died out one by one." She told Mary Margaret, who blanched at her words. "Once they were gone, the pixie dust began to dry up. It was almost all gone by the time I left the island... to be honest I still not sure how Pan squirrled away what was left."

The conversation faded as Lillian held up a hand and stopped, eyes beginning to glow red. Alert now, all three women fell in line as the younger woman crept forward. The Thinking Tree wasn't outwardly impressive, though it was larger than almost all the trees they'd come across yet, yet all four felt the faint thrum of magic.

"Is that it?" At Lillian's nod, Emma began to creep forward. "Let's go."

As they approached, Regina's eyes focused on the sight of Pandora's Box sitting on a rock. "Look."

Unsheathing her sword, Emma followed the other woman, Mary Margaret and Lillian on her heels. Handing her bow off to Lillian, Mary Margaret moved forward, hand outstretched for the box.

"Careful." Regina called out in warning, scowling when Mary Margaret frowned at her. "Pan woudn't have just left it behind for no reason."

"She's right." Lillian added, looking at their surroundings in growing concern. "Wherever he is, he hasn't gone far. I can still feel him."

"This might be David's only way home. Without Gold, we might be stuck here-" Her fingertips briefly brushed the box before vines lashed out from the tree and yanked her towards the base of it.

"Mary Margaret!"

Raising her sword, Emma went to try and sever the vines before more of them caught her, their grip causing her to drop her sword. Before she could help, Regina suffered the same fate. As the three women were bound to the base of the tree, Lillian shivered when thin fingers settled on her shoulders.

"Are you still at it?" Pan demanded, grip tightening on Lillian when she made to tear herself from his grip. "Don't they know, love?" He lowered his head until his cheek gently rested on Lillian's. "Peter Pan never fails."

Without warning, he shoved Lillian towards the tree. Caught off guard, she reacted too late to stop the vines from grabbing hold of her. Within moments, she was bound to the tree beside Regina, struggling violently as the magic of the tree began its work.

"I honestly didn't expect you to find me. Though, I have to say," Pan reached down to pluck Emma's sword from the ground, holding it up to the dim moonlight. "It seems like cheating, to use Lillian's knowledge of the island. Bad form."

"Oh, I'll give you bad form." Lillian hissed, practically spitting fire as he approached her. "Let go of me." She snapped when his fingers caught her chin and drew her closer to his face.

"No, I don't think I will, love. Once this is all over, I won't ever let go of you again." He swore with a dark longing. He leaned in close, thin lips gently tracing the arch of her cheek before he drew back and turned his attention to the older women. "Then again, maybe I shouldn't be surprised. You're all mothers, after all. Quite tenacious about your offspring. Believe it or not, I understand that."

All traces of humor left him, and in its place was a dark, twisted hatred that had even Regina' hair standing on end.

"But if you're looking to see Henry again, I have to tell you there's only one place you'll be reunited with him... in death."

Sneering at his threat, Regina began to violently fight against the vines holding them hostage. Emma and Mary Margaret joined her, though Lillian did little more than shift against the vines' hold.

"It's no use," Lillian told them quietly, her red eyes fixed pointedly at the ground. She refused to give Peter the satisfaction of even looking in his direction. "It's the tree."

"Oh but my princess is right." Pan cooed, grinning when none of them stopped struggling. "It's no surprise you're having trouble moving, given where you are. You see, what's hastening your demise is your regret."

Emma paused, glaring at him heatedly. "What the hell are you talking about?"

"This tree is the site of a very important even for me." His eyes tilted upwards to gaze into the branches of the tall tree. "I abandoned my boy here."

Regina paused, eyes flicking between Pan and Lillian, who had gone deathly still next to her. "You have a son?"

Pan smirked at her disbelief. "I'm older than I look. And not a son; a younger brother."

"Then... you must regret losing him too." Emma prompted, looking for any chink in his armor they could find. "If this tree is made of regret..."

"But I don't." Pan corrected her, distracted expression clearing at her words. Only Lillian felt the faint, deeply buried regret that flickered in him like a flame. "Quite the opposite, actually." He reached for the box, holding up for them to see. "After all, I have him all boxed up so I don't lose him again."

Closing her eyes in defeat, Lillian slump against the tree. Of course, he would choose now to reveal his connection to the already twisted family tree. She could feel Regina's eyes burning into the side of her face and it took everything in her to ignore it.

"Rumpelstiltskin is your brother?" Regina demanded, finally able to tear her gaze away from glaring holes into Lillian.

His green eyes glittered maliciously. "That he is."

"How is that possible? You're-"

"Younger than him?" He cut off Mary Margaret, incredibly amused by their reactions. "Not really. Just like you and you're daughter."

"You're a fraud." Having internalized the bombshell he'd just dropped, Regina was determined to ignore it and move on. Pan's relation to Gold, while disturbing, really didn't matter in the grand scheme of things. All that mattered was Henry. "Your magic is weakened and you can't even hurt us; let alone Rumpelstiltskin."

To her surprise, Pan gave a shrug. "You're right. But that's why I'm here." His gaze lifted again. "This tree will protect me until my power's restored. And then, well... then I get to have some real fun." He swept his gaze over all of them until he ended on Lillian. She held his stare, and his stomach twisted at the anger in her red eyes. "And after that, I won't ever have to worry about my brother again. Something we will all soon have in common."

Emma suddenly lunged forward, though the vines tightened and immediately forced her back against the tree. Groaning, she threw her head back agaisnt the bark. "There has to be another way."

Watching them in amusement, Pan ignored the ticking bomb that his princess had become. To be honest, he wasn't certain what was going to happen once he wiped his enemies out of existence. Not to mention how he was going to handle the betrayal of the Lost Boys - with the exception of Felix, of course. No matter what he did, he knew Lily would end up hating him.

But, forever was a very, very long time and, so long as they were stuck on the island together, Pan could be as patient as he had to be. Lillian couldn't hold out forever and, once she was his again, he'd make up for the long, lonely years they'd been apart.

"You're not going to get me, but please, keep trying." Huffing a laugh, Pan tilted his head and smiled at the 'savior's' furious expression. "See, this tree attacks the regret inside anyone who comes here, and you? You've got plenty."

"What I regret," Emma began too calmly for the animosity dripping from her words. "Is not taking a better shot at your when I had the chance."

As he was distracted with mocking Emma, Lillian twisted to whisper in Regina's ear. "Do you still remember the heart-stealing enchantment? The one you did to Killian's hook?"

Turning her head just so, Regina side-eyed Lillian for a long moment before she nodded. Reaching out, she caught Lillian's hand with the tips of her fingers, cautiously channeling what magic she could into the spell. Thankfully, Pan was too distracted with baiting Emma and Mary Margaret to pay them any mind.

"You know what to do."

"Are you finished?" Regina drawled, drawing Pan's attention away from a rattled looking Mary Margaret. Pursing her lips as he drew towards her, she arched an unimpressed brow his way.

"Last words from the Queen." His lips twisted in feigned sympathy. "Perhaps a deathbed confession from the one who has the most regrets of all."

That he hadn't included Lillian in his torment of their regrets wasn't lost on anyone. Because if she was honest with herself, Lillian knew that she and Regina were likely neck and neck in terms of regrets. Rarely did anyone leave Rumpeltiltskin's tutelage without a few regrets alongside the spells he'd taught them.

"Yeah, there's just one problem with all that." Staring directly into his eyes, Regina began to carefully gather up her magic. "I did cast a curse that devastated an entire population. I have tortured and murdered. I've done some terrible, awful things and I should be overflowing with regret." Though her words were impassioned, her eyes were not. Pan stared at her, unease beginning to prickle along his spine as she continued. "But, I'm not."

Lurching forward, Regina's magic shredded through the vines holding them. Free, she advanced on Pan, sneering at his clear alarm. "Because it got me my son." Her hand went for his chest, though he swiftly moved back several feet.

Opening his mouth to retort, the noise died in Pan's throat when Lillian appeared in front of him, her hand going through his chest. Reaching up, he caught her arm, a breathless, wet gasp falling from his parted lips. "Why..."

Red eyes filled with tears, Lillian jerked her arm free, taking Henry's heart with her. "I'm sorry..." She breathed, cradling the heart against her own. "I'm so sorry, Peter."

Stumbling back as he fell to his knees, then onto his palms, Pan struggled to remain conscious as Lillian stared down at him, tears rolling down her cheeks. "I'm sorry." She whispered again, whimpering when Emma caught her before her knees threatened to give out.

Regina took the heart from Lillian, wearing a grin that was all teeth. She knelt, taking Pandora's Box just before Pan could grasp it with his trembling fingers. Turning to face the others, she held up Henry's shimmering heart.

"Now, let's go save Henry."

Though it was clear Regina disapproved of Lillian using her magic, the younger woman ignored her and soon had them stumbling to their feet several yards away from the Jolly Roger. With Regina leading the way, Emma's arm wrapped around Lillian's trembling shoulders and marched her up the gangplank onto the ship. Though her tears had dried, there was an empty, broken look in Lillian's eye that Emma didn't like.

"They're back!"

"Henry!"

"Where is he?"

"He's over here!"

Perking up slightly at the sound of Neal's voice, Lillian followed it to where Regina knelt beside Henry. Catching sight of her, Neal gently took Lillian from Emma's grip, settling her against his side as Emma and Regina readied to return Henry's heart.

"Hold on, Henry." Thankfully, Regina could sense the last traces of the preservation spell. With that in mind, she gently laid the heart on Henry's chest and pressed. "There."

Everyone watched, scarcely daring to breath, as they waited for Henry to awaken. Heart seizing painfully as the seconds ticked by, Emma leaned in closer, her hand finding Regina's on their son's chest. "Henry?" her hand tightened over Regina's. "Are we too late?"

"Henry? Honey!"

Suddenly, Henry inhaled with a choking gasp, color flooding his previously waxen looking face. His eyes darted around wildly, settling on the sight of the [air hovering above him, their relief manifesting in grateful tears. "Mom!"

Lurching upwards, he threw his shaking arms around them both. Holding onto one another tightly, Emma and Regina struggled not to break down as their son's own sobs began to reach their ears. "Shh, Henry. Everything's alright, now."

"I'm sorry," Henry whimpered, pressing his tear-soaked face into Regina's neck. "I just wanted to save magic."

"Woah, buddy." Neal knelt beside them, running a hand soothingly down Henry's back. The boy twisted his head to catch sight of his father's understanding gaze. "Take it easy, it's okay."

"It's okay," Emma repeated Neal's words, pressing her face into Henry's hair. "It's okay, we promise."

"I-I wanted to be a hero." He looked at his parents as all three drew back, heart breaking at the relieved expression they all wore.

Having hung back until now, David and Mary Margaret crept forward, holding onto one another tightly and smiling despite the tears shining in their eyes. "Hey, David reached out, running his hand over the top of Henry's head. "There's plenty of time for that later."

"Right now, it's time to rest." Mary Margaret added, taking her grandson's hand when he reached for her.

"Welcome back, young sir." Wearing a half-smile, Hook inclined his head at the boy. "We'll get you settled in the captain's quarters. Only the best for our guest of honor, don't you think?"

"Come on," with gentle hands, Regina helped Henry to his feet before she began to steer him in the direction of the captain's quarters. "I'll tuck you in."

Lillian, who had slipped away when Henry woke up, slumped against a nearby crate and struggled to bring air into her lungs. Henry was alive. He was alive, and safe, and they were going home. So why did she feel so empty? Why did it hurt so badly it felt like it would kill her?

"Lillian?" A quiet voice broke through the turmoil, a gentle touch to her clenched fist grounding her enough that her breath began to even out. Roughly shoving at her eyes, because they were stinging again and she refused to shed anymore tears, she looked up to see Henry standing before her. "Are you hurt?"

Lips lifting into a trembling smile, Lillian shook her head and cupped his little, precious face. "Not anymore. Not now that you're here."

Storybrooke - Past

"Here, Lillian." Adjusting her grip on Henry, Lillian took the prepared bottle from Regina with a quiet murmur of thanks. As Henry began to greedily eat, Regina turned her attention back to Archie, satisfied with Lillian's work ethic. "I'm sorry for the interruption, Dr. Hopper. Young Ms. Gold is still in her trial period to be Henry's baby-sitter."

"Of course." Flashing the girl in question a warm smile, Archie turned the conversation back to the topic at hand. "As I was saying, I'm just... so glad with the way things have worked out."

Their voices faded as they returned to the kitchen, no doubt to partake in some of Regina's famed apple cider. Left alone with the little boy in her arms, Lillian smiled down as he continued to drink from the bottle. Inwaardly, she was delighted when Mr. Gold agreed to let her off her afternoon shift at the shop to spend a few hours each day with Henry.

While her guardian was just as confused as to why Regina asked her to help take care of Henry, Lillian was surprisingly eager to do so. It wasn't every day, and it was no more than two hours per day. Though she had begun to settle into her dual role as mother and mayor, there were times Regina needed someone to fall back on; hence where Lillian's role as a baby-sitter came from.

As she stared into Henry's cherubic little face, there was a faint, so much so she dismissed it as nothing, ache within her soul.

"I think we're going to get along very well, don't you?"

Neverland

"So, how do we open it?"

Pandora's Box sat innocuously on the deck of the Jolly Roger. David, Mary Margaret, Emma and Neal surrounded it in a half circle, all looking at one another. Watching them from a distance, Lillian rolled her eyes and stalked forward.

"Move." She huffed at Neal, who caught her by the shoulder and flung his arm around her. "Clearly, this calls for a professional." Her gaze fixed on Emma, lips pressed together to hide her smile. "Unless our newest sorceress wants to try?"

Holding her hands up, Emma shuffled back several steps. "Oh, no. This is all you, Lillian."

Sighing heavily, she slipped from Neal's touch and knelt before the box. If the others expected a light show, they were disappointed when she mere waved her hand over the box to open it. Stepping back, she watched as smoke swirled out of the box before revealing Gold.

Overwhelmed at where he found himself, Gold caught sight of Lillian, then Neal as his son stepped forward. "Bae."

"Papa." Bypassing Lillian, Neal hugged his father, smiling despite everything.

"W-where's Henry?"

"He's safe." Neal assured him quickly. "He's safe."

"I told you I wasn't gonna hurt the boy.'

"I know. I'm sorry. I..." Pulling away from his father, his eyes swept from the man in question to Lillian. "Why... why didn't either of you tell me Pan was my uncle?"

"Because I didn't want you to know I was as bad a person as he was." Gold answered in a somber tone, shoulders tensing. "Because we're both the same, me and him... because we both abandoned the people we loved the most."

"No, you're not the same." Neal swore, stepping closer to grasp his father's shoulders. "You came back for me, Papa."

As father and son embraced again, with Lillian looking on proudly, Emma turned to her parents. "Gold's back. Which means..."

David's hopeful smile was a trembling thing. "He can help Lillian cure me."

"We can go home." Mary Margaret said, pulling her daughter into her arms. David wrapped his arms around them both, one hand cupping the back of Emma's head tenderly.

Watching them in their joy almost distracted Lillian from the sudden feeling of something wrong. Looking around, she caught Gold's gaze as he pulled himself away from Neal. "Rumple. He's here."

Neal looked between them, lost as Lillian grabbed the box and ran for the captain's quarters. "Lillian? What's wrong?"

Racing into the cabin, Lillian stopped at the sight of Pan just as he began to rip Henry's shadow from him. "No!"

Lashing out with her magic, she sent Pan flying across the room. He was on his feet in an instant, grabbing hold of her wrist and twisting it until she had no choice but to let go of Pandora's Box. It clattered uselessly onto the floor as she and Pan stared one another down, faces inches from each other.

"You left me for dead, Lily." Pan accused lowly, eyes glowing a tawny amber. "You took his heart and left me dying on the ground.

"And I would do it again!" Wrenching herself free from him, she choked out a cry when his magic threw her against the far wall. "No! Henry!"

Glaring at her, Pan stalked back towards Henry and gripped hold of his shadow, attempting to tear it free. Distracted by the already unstable air, he didn't notice his brother slip into the room or when he opened the discarded box.

"Blood magic works both ways, Brother." Gold told him coolly,

As Pandora's box began to pull at Pan, he refused to let go of Henry's shadow. Slumped against the wall, Lillian glared up at him and raised her hand, using her magic to sever his grip on the Shadow. Heartbeats before she did, Pan's eyes gleamed as he used his hold on Henry's shadow to switch bodies with him.

When the trade was finished, 'Pan's' face twisted in alarm as his grip on the shadow was broken. "No!" he shouted just before he was consumed with smoke and trapped into the box.

Waving a hand over it to make sure the box had sealed properly, Gold lowered it to his side just as Regina ran into the room. "Henry? Oh, Henry!"

Gasping, clutching at his aching chest, 'Henry' rushed to assure her, "It's okay, I'm okay."

"Are you sure?" Regina asked, eyes searching for even a hair out of place as she checked him over again.

"He's a strong boy, Regina." Gold told her quietly as he went to Lillian's side. Her head lolled on her shoulder, and he gently helped her to stand. Her magical core was unstable and, until she'd fully recovered from having her magic suppressed and ingesting pure magic, he was going to insist she refrain from using any magic in the near future. "You raised him well."

The deck was in chaos when Lillian, supported by Gold, left Henry to get his rest, watched over by Regina. Gently setting her down on the nearest crate, Gold gestured for her to stay put. "You've overexerted yourself, my assistant."

Scowling at him, Lillian sighed heavily when he merely stared down at her, unmoved by her clear show of annoyance. "You try having your magic suppressed for I don't even know how many weeks and not have a messed up magical core by the end of it."

"You shouldn't have been using your magic at all, and certainly not to this extent." He reminded her, lips pursing when she glared down at the deck. "Do you really not know how long it's been?" He asked, growing somewhat concerned now.

"It's hard to tell the time on an island when you never see the sun and no one ages." Picking at her fingernails, she peered up at him warily. "How long has it been?"

"Two weeks."

Cursing under breath, Lillian swallowed past the lump in her throat. "Only two weeks, huh? It felt... it felt a lot longer."

Silence settled over them as Regina and Emma prepared to release the Shadow and bind it to the sails, as per Neal's instruction. As they sat there, Mary Margaret passed by and draped a blanket over Lillian's shoulders, giving her a motherly peck on the cheek as she did so. Watching as she bustled around, making sure each Lost Boy had a bowl of food and a blanket, the ache in Lillian's heart began to lessen.

"Are there any empty properties back home?" She found herself asking before she could help herself.

"A few. There's unfortunately not much real estate in town, though I think there are some empty lofts somewhere in the downtown area." Gold's gaze softened as he followed her line of sight. While he didn't like or trust the Lost Ones, he knew Lillian held them very dear. "We'll find them somewhere to stay, I promise you."

"Good." Their attention was drawn to Neal sending the Shadow into the sails by way of a cannonball. Amused at the sight of the dark creature being forced to act as their own personal Pegasus sail. "Huh. So that's how he did it."

Gold watched her from the corner of his eye, lips quirked at her quiet comment. With a gentle kiss to the top of her head, he left her to her own devices, going to join his son. Smiling after him, Lillian rose to join Luca and a few other boys.

Settling down to people watch, Lillian saw David and Emma deep conversation, though judging by the proud look on David's versus the sheepish expression his daughter wore, Lillian would rather not be privy to it. Tinker Bell and Wendy were speaking near the bow, and Lillian caught sight of a still unconscious Tiger Lily resting beside where Tink stood.

She'd need to contact Mother Superior the moment they touched down in Storybrooke; Tiger Lily's mental state had declined to the point that even Tink had rather knocked her unconscious than reason with her. Lulled by the rhythmic motion of the ship as it flew through the crowds, she soon gave way to the exhaustion that had been hounding her every step for the last few weeks and slept.

When she woke up, the first hints of dawn were stretching their way across the sky above them, chasing away the night. Luca was still beside her, his head lolling as he clearly fought sleep. Only a few boys were sleeping, clearly wary despite the promises that had been made.

"What time is it?" She asked, rubbing at her eye and raising her head from Luca's shoulder. As she glanced around, her eyes were met with Henry sitting far too close to Felix for comfort. Alarmed at the sight, particularly when she saw a dark, curling smirk on Henry's face.

"Luca, Luca!' She hissed when he gave a faint snore before he jerked awake. "Look."

Blearily following her words, he stilled at the sight before them. As Henry offered Felix a plate of food, and as Felix took it with a smile, of all things, Luca turned to her, never taking his eyes off the pair. "What the hell is that, Lily?"

"Nothing good."

Thoughts? Comments? Questions?