The last time he had seen Maleficent up close, she had become a dragon. For the moment, as she stood before him, with the bars of the castle dungeon between them, she looked exclusively human, nothing special at all.

She looked older than he remembered, more wrinkles across her face, her hands dried and withered. If it were his mother, she would be having a fit, but he supposed Maleficent was a different breed. She had other things to worry about it seemed, if her urgency meant anything.

"Hello Maleficent," he said, being the bigger man he supposed. There was no point in being scared or fearful of her when she already had him captured. If she wanted him dead, she would have done it already. "You're looking—" and then the words failed him. What could he say to the woman, the evil that had always been hanging over their head? The woman that might one day be his mother in law. "—well," he decided on, even though it wasn't quite true.

Maleficent smirked at him. "How wonderful of you to say so!" She answered, her smirk a touch too evil. "Though I suppose this is what you'll be looking forward to in five hundred years." She looked him up and down. "Oh, that's right. You humans never last that long."

Ben kept his composure, doing his best to be as diplomatic as possible, as his father had always taught him. "Why have you brought me here and imprisoned me?" He asked, wondering if she would even tell him.

"Well!" Maleficent started, then stopped. "Wouldn't you like to know, little pup!" She seemed almost giddy. "You'll know when the time is right." Then, she swept up her robes and turned up the stairs with a dramatic twist. "Enjoy the prisons your parents have built."

Then she was off and he was alone again.

He had expected more conversation than that. Now he had more questions than answers.

As the four of them sat in her small partition, it almost felt like old times. The four of them scheming together. Only that time, it was for Ben, in the clutches of her mother.

Who planned to kill him either way.

Mal tried to stay composed, at least on the outside. Inside, it felt as though everything was falling apart.

Evie sat next to her and took her hand as she tried to get the words out, tried to form some kind of a plan, but felt too frazzled to even think straight. Just Evie squeezing her hand made her feel a little better.

"We need to save Ben from my mother," she said, though they already knew that. "And at the same time we need to take my mother down." So far, she didn't have a plan. "I don't think silly chanting will do the job this time."

Laughter sounded from the corner and Meredith materialized in the small room, pulling herself from the wall with a confident jaunt toward them. "Of course it won't work that way," she said. "Unless you do it the right way." She gave them a confident wink, but they all stared back at her. "Has no one seriously told you how the progression of magic works?"

Mal glared at her, a new emotion bubbling up through the fear for Ben, complete and utter hatred for Meredith. "No," She said, forcing a wicked smile across her lips. She hated that Meredith had surprised them, but if she was easily willing to share what she knew, Mal might make an exception. "There are too many secrets in Auradon, but something tells me you know."

Meredith matched her intensity almost instantly. She returned her wicked smile and then some, her eyes shimmering a deep purple as magic zinged though her. "It really is a pity Former King Adam hated magic as much as he does. He could have so used it to his advantage if he had kept the right friends."

Mal kept her face neutral, but the frustration still burned through her. Meredith, always cryptic and never getting right to the point.

"What is that supposed to mean?" Mal wanted to say, but instead it left Jay's mouth first.

"Kept the right friends?" Carlos asked next, just as confused as she felt. "But there was no one else magical in his kingdom at the time." He would be the one to know all the history of the kingdoms and study it and enjoy it.

"No, there weren't any further magical creatures," Meredith said, looking to Carlos quite pleased. Deep down she was probably one of those goody goody nerds too. "But when he formed the alliance of Auradon he could have kept more friends than he made enemies."

"Alright," Mal said next, the frustration eating through her cool exterior. "Enough of the cryptic bullshit. What the hell are you talking about?"

Meredith gave her a satisfied smile. A smug "I know something you don't know!" Look with no words. "I'm only telling you because an innocent's life hangs in the balance." Meredith checked her nails as if she had more important things to do. "Otherwise you would have had to figure it out yourself."

Mal rolled her eyes, thankful for the distraction from the anxiety and fear bubbling within her, but she would never let Meredith know that. "Of course you're only doing this for Ben," she said. "You would never help me out of the goodness of your heart."

Meredith didn't let her mood change her. "Raised by a villain too, remember?" She asked. "I can't be too goody goody all the time!"

"But you will help us?" Evie asked. She didn't seem too sure, her voice wavering, most likely thinking about the other innocents.

"I will help you," Meredith answered with a smile, sick and twisted as she could make it. "But only because you're so desperate." She looked at each of them. "Sit down now kiddies, it's time for a story, one that isn't Auradon approved."

The four of them turned their complete attention to her. Meredith seemed used to the attention.

"Tell me," Meredith said, looking directly at Mal. "What do you know of how magic came to be?" Then she seemed to realize. "Probably not much at all, since you learned most of it from your old bat of a mother and the king most fearful of magic." Instead, she started again, knowing what they didn't know. "Magic came into the world the same way energy did." She looked to each of them, but stopped on Mal. "A finite amount that can neither be created or destroyed, only transferred."

Something about the way she spoke struck Mal and she watched her with rapt attention. If Meredith was that full of herself, and yet taking the time to tell them the tale, it had to be important.

"Those with magic are not always easily killed, so their magic would continue to flourish and grow. But those with magic are still beings with carnal needs, so they reproduced and found that their power weakened." Mal couldn't pull her eyes away. If she focused hard enough, she could nearly see the story in her mind. There was something important about it. "Once the original magic owners found out what was happening, they would kill their children to gain their power back. Unlike the line of Kings, magic always returns to the original user." Their eyes met. "Unless the offspring killed their parent first."

"So you're telling me I have to be the one to kill my mother?" Mal asked. "Or she is going to kill me to take back my magic." She realized. "So it's either her or me."

Meredith nodded. "The more powerful you get, the weaker she does." She gave her a knowing look. "The more you doubt yourself, the more she gains back her power." She gave Mal another knowing look. "She's trying to make you doubt yourself so she can get the upper hand."

The realization surged through her.

"So what are you going to do about it?" Meredith asked.