A/N: Chapter revised as of 10/10/21.

A heads up because I forgot to mention it when I revised chapter 1: Everything that takes place during the episode Desperate Souls - ie, right up to Rumple becoming the Dark One- is going to be told in past tense, but everything after Desperate Souls is going to be in present tense. As you will eventually see when I get the revised chapter 3/4 up (I'm going to be somewhat combining them), that's because these first chapters are Ellyn reflecting back on the day they first met. These chapters were originally written in present tense, which is why you will see a tense change between this revised chapter and the next unrevised chapter you read. This will be fixed eventually.

Enjoy!

Chapter 2: Worst Laid Plans

At the edge of the town, I placed a magical marker on Umbra and sent him on his way; a unicorn may be a friend, but it will never be a pet, and we parted with the understanding that we would meet again. Then I climbed a pine on the edge of the tree line and settled in to observe the small town as it woke. I was unsurprised to see the spinner and his son returning to town not long after dawn. They immediately set to work in front of their home, carding and then dying wool- no, not dying. It was still fairly white. Treating it with something, I corrected myself. The question is if this is part of their plan, or if they're just killing time.

It was a few hours before noon when my boredom and curiosity got the better of me, and I descended my tree, hid my sword belt beneath an oversized dark cloak, and planted a wide-brimmed sailor's hat on my head. I rehearsed introductions in my head as I strolled down the road, trying to think of a good reason why a passing stranger would need to stop to talk about wool. I got a few odd looks from townspeople as I passed- outside of the army, travelers weren't common- and I gave the men small nods and flashed charming smiles to the women, hoping to avoid being seen as some kind of threat.

When I looked back towards the spinner, a man had stopped in front of them, and from the way he swayed slightly in place and yelled nearly everything he said, he was already very drunk despite the early hour. I trotted towards them, catching snippets of insults as I approached. The drunk said crookshanks and hobblefoot and something about he'll be glad to get away from you. The spinner, Rumplestiltskin, mumbled something placating, and by then I was only yards away. The drunk took a step towards them, and I shoulder-checked him hard enough to spin him halfway around and send him teetering to the side. I twisted, snagged the collar of his shirt before he could fall, and yanked him to me.

"You're in the way, boy." I snarled, shoving him back. He barely managed to keep his feet, and his face flushed bright red as he took a staggering step towards me.

"And just who the fuck are you?!"

"Watch your tongue, cur. There are kids around."

"What, the spinner's boy? That's not a kid. He's a man tomorrow. Or as much a man as he could be with a father-"

I stalked towards him. "You don't listen well, do you?" I cut in harshly, flashing my eyes glowing amber. His eyes went wide, and he began to backpedal. "Shut up and get lost."

"The fuck are you?" He demanded.

"Sober, to start." I replied with a wicked grin that exposed too-sharp canines. We both knew the deeper implication was no one would believe you if you told them. "Run along now."

His eyes flashed from me to the spinners, and then he turned and scurried away. I crossed my arms and watched him leave, and took a deep breath to center myself and allow my eyes to fade back to their usual near-black brown. Then I plastered a charming smile on my face and strolled back to the spinner and his boy.

"Interesting town you have here." I said jovially as I reached them, extending a hand. "Pleasure to meet you."

His face was washed with relief, and he gave me a small but genuine smile. "Thank you." We shook hands, and for a moment my smile was genuine. "I'm Rumplestiltskin. This is Baelfire."

The names were vaguely familiar, but I wouldn't remember why for eleven days. When I finally did, I would sit bolt upright in bed and count my lucky stars that I didn't introduce myself as Davey like I usually did back then.

"Ellyn. Y'know, Rumplestiltskin, that crutch could make a good club. One solid crack across the head and people might think twice about screwing with you."

I was only half-kidding, and he huffed a small laugh. "I'll think about it. Why are you in the Frontlands? We're a long way from the coast."

He was referring to the hint of a West Isles accent that weighed on my vowels. Zoso had spent years drilling it out of me, but I let it slip back in when I was with the common people.

"I'm meeting a friend nearby. Hey, what'd that guy mean?" I asked Balefire. "About you being a man tomorrow?"

He looked away and back again. "I'm fourteen tomorrow."

A sullen look settled over them both, and I glanced between them. "Yeah? I thought age of legality was sixteen in Ulstead?"

"It is." Rumplestiltskin replied grimly. "But the age of conscription is fourteen now."

I stared at him for a minute. "Good gods. Fourteen? They can't send kids into that. Grown men twice his size don't last seconds in a head-on confrontation."

"I know." Rumple shot back testily, hours of anxiety behind that statement. It was then I realized in full the desperation of their situations, and why Zoso was so interested in them. If he wanted his son to survive, this spinner would go along with whatever half-baked suicidal scheme my mentor had come up with. Rumplestiltskin gave me a more discerning look, digesting my words. "Were you in the war?"

"Not exactly, but I've fought ogres."

"And you lived?" Baelfire interjected. I cocked an eyebrow, and Rumple sighed deeply and pinched the bridge of his nose. Baelfire glanced sheepishly between us. "Well, I mean- how? Everyone acts like it's impossible."

"Baelfire." Rumple cut in, and his son shot him a frustrated look. I glanced between them, sensing a larger argument lurking beneath those few words.

Then I caught a sound in the distance, just on the edge of hearing. I cocked my head and looked back down the main road of the town, tapping into lycanthrope senses.

"Horses." I muttered, eyes narrowed. "Is the town expecting company?"

Rumple and Baelfire looked at eachother again. "It's Morrigan's birthday." Baelfire explained. He looked down the road as well as the pounding of hooves came into sharper focus.

"They send a detachment for each kid?" I asked Rumple.

"Would you take your own child to the front lines?"

"Fair enough."

A group of horses and men in dark armor came into view on the road, and anxiety rippled through the streets around me as people scurried to the side of the street and herded children into houses. The soldiers thundered down the street and pulled up not far from us, and Rumplestiltskin planted a hand on his son's shoulders. I followed their gazes to the soldier with a knight's cape and armor, and recognized him as the man they had encountered yesterday- Hodor.

Hodor gave some orders and two men swung from their horses, but I was barely paying attention. Something made the base of my skull prickled, and I looked down the road in the opposite direction. On a hill just outside of town, silhouetted against the daylight, was a black-cloaked figure on an equally black horse. Instinct more than sight told me that it was Zoso. His head turned just slightly, and I knew he had sensed me as well.

Then a scream pierced the air, immediately followed by raised voices, and my head jerked around to the sound. Soldiers were dragging a teen girl down the street by her arm, and shouting at the hysterical mother who was following behind them.

"Someone needs to do something." Baelfire muttered, and I realized why Rumple had immediately grabbed onto him. If he's like this all the time, the boy's going to get someone beaten, I thought, having too often seen how martial law encouraged knights to act.

"Hush, Baelfire." Rumple commanded quietly.

And then a burly peasant man- the father, I assumed- burst onto the street from a house, an axe in hand. He roared and rushed the soldiers, and from the corner of my eye I saw Hodor's hand fly to a knife on his waist. I glanced briefly to it out of instinct, and then did a double-take, barely noticing or caring when the father let out a scream of pain.

There it was: the Kris Dagger. It was closer than it had been in years. I knew that all I had to do was get it away from Hodor, and the whole mess would be over with, and my mentor would be his own person again. The only problem would be getting close enough to get it without Zoso being forced to interfere. A few yards away, the girl fought and twisted as she was dragged toward the knight.

I don't know if I've thought of a stupider plan before or since. I knew even in that moment it would likely end painfully, and possibly with my death. I looked to the girl, and then to the dark figure on the hillside. Resolve hardened in my heart, and I gave the spinner and his son a sideways glance.

"If I die, don't let them bury me." I ordered shortly. The spinner's eyes went wide, and when I started forward, he put a hand on my arm as though to hold me back.

"Dearie, don't-"

"Take your hands off of me, Rumplestiltskin." I cut in cooly, and with one last apprehensive look he drew his hand away. His son was looking at me with the awe and vindication of a boy who'd been waiting on a white knight, so I shot a sideways look to him and added, "You're father's right on this one, lad. Do as I say, not as I do."

Then I'd stepped forward from the ring of gathered people, and layed my coastal accent on thick as I declared, "You're gonna take yer hands off that girl."

Out of the corner of my eye, I'd noted the reaction of the distant cloaked horseman, watched his head snap up.

"This ain't your business, foreigner. Step back before you get what he got." Hodor nodded jerkily to the girl's father. His eyes swept over me, no doubt finding me little threat; with my cloak on, all he could tell was that I was shorter than him, armorless, and fairly thin.

"Some big men you are, abducting a little girl." I mocked as I strolled sideways- circling them, yes, but I was also separating myself further from the crowd in preparation of the violence to come. "What do you think she weighs? Eight stones soaking wet? And it took you five men and a wizard." I layed the condensation on even thicker than the accent, and stopped a few yards from Hodor's horse. "You want everyone to think yer so impressive? Prove it, then. I challenge you to a duel. I win, the girl goes free."

"You had better mind your-"

"You're nothing without yer demon, are you?" I'd jabbed immediately. "Just look at you. Frightened by the first woman that doesn't cower at your feet."

Anger had spasmed across his face. "Mind your tongue if you want to keep it!"

"Who's gonna be coming down here to take it?" I pointedly swept my gaze back to the Dark One, and even across the significant distance between us, I knew from the set of his body and the hunch of his shoulders that Zoso was furious.

Hodor was equally so. I suspect that he hadn't been spoken to that way in a long while- not in that town, and certainly not by a woman. He swung off his horse so violently that his boots made a respectable thud despite the short drop, and he took two challenging steps towards me, jabbed a finger at me, and snapped, "I'll take your fucking duel, and when I win, your ass is mine." His scabbard was hanging from the saddle, and he turned back, yanked his sword free, and whirled to face me.

"Sir -" One of the other soldiers began.

"Shut up!" Hodor snapped. "And keep the people back." He looked back to me, pointed his sword, and added, "You're going to wish you'd found something better to do with that sharp tongue, cause I sure as hell will."

I grinned wickedly and unfastened my cloak from my shoulders, revealing broad shoulders and a muscular build and a longsword and hunting knife on my hips. I braced myself for possible pain and drew Durendal from its sheath; the scrape of steel made a ripple of tension go through the townspeople, almost like a collective, suppressed flinch. They had been conditioned to expect horrors in response to a hand being raised against these soldiers, and I was almost as surprised as them to find that the Dark One hadn't acted to stop me. I noted that as an important test of the tightness of his leash.

"Is this going to be a fair fight?" I asked, low and serious and cold, accent held back to almost nothing. The sudden change in accent and tone seemed to unnerve the townsfolk almost as much as the blade. "Or is your demon gonna retaliate for the first swing I take?"

"You smart-mouth bitch-"

I twirled my sword around my wrist. "Is that a no?"

"I don't need him to deal with you." He snarled, and glanced pointedly over my shoulder, a silent order to the figure on the distant hill. I wasn't particularly comforted, but I'd wagered that it would at least buy me a few minutes unassailed by my former mentor; to hide behind the Dark One after such dramatic threats would have been a wound to Hodor's ego, and to his control of those people and those soldiers.

I turned my body three-fourths side face and assumed a fighting stance. Presented with evidence that I'd held a sword before, uncertainty crossed Hodor's face. Looking back on it now, I should have known that what followed was inevitable; I'd known what he would do the minute that look crossed his face, but had foolishly thought I could outmaneuver him before he got the chance.

We circled each other for several paces. He feinted at me twice, and found my responding movement more measured and practiced than he had hoped. I took my first jab, and he parried it; he responded with three quick blows, and I blocked the first two. The last swing was high, and I lunged under it and towards Hodor at an angle, kicking out for the side of his knee as I passed. He flinched back at the last second, and instead of snapping his knee as I'd hoped, I only connected with the upper calf. He staggered away, dead-legged, as I regained my posture and circled him from two sword-lengths away.

I realized in the next exchanges that, without magic, it was not going to be an easy fight. He had a longer reach, more brute strength, and armor. I am no extraordinary swordsman now, and certainly wasn't then; at that age, I was also far more used to swashbuckling chaos than to the honed, individual focus of one-on-one duels. Nothing would have gotten the Dark One to intervene faster than revealing my magic to Hodor, and so I settled on a lycanthrope's reflexes to keep myself out of serious harm.

Given all of this, my initial strategy was to dance around him until that armor and heavy frame began to wear on his stamina. His anger lent itself to powerful sweeping blows that would have been deadly if they connected, but which also took considerable effort to be able to sustain. I ducked and danced out of the reach of most them, keeping him constantly moving with opportunistic jabs and off-handed blows, and sustained a cut to my arm and waist for the effort. He was tiring, but not quickly enough. When I rung my sword off his chest plate and only succeeded in staggering him, I knew I would have to take drastic action.

There is no good place to be run through with a blade; there are only spots that are worse than others. I began to give ground, steadily backpedaling as though being driven back, waiting for Hodor to make the right move. Two, three, four blows I turned before he made a stab for my chest, and I parried his blade just to the side- and in what appeared to be a foolish mistake, it was not far enough to completely avoid the hit. His blade slid along mine and rammed through my right shoulder.

I'm sure the sound I made was pitiful, but the look of pure shock on his face kept Hodor from reveling in it. The sword was almost to the hilt in my shoulder, and I was blind with pain, so it was not completely an act when I slumped forward into him. His free hand caught me by the collar of the shirt, holding me up to look at him as shock melted into satisfaction.

And with both of his hands occupied, I dropped my sword and wrapped my hand around the Dagger at his waist.

It was a surreal experience, a second that seemed to drag on. In the moment, I was in too much pain to register much of what I felt and did, was acting on impulse alone. But the magic that jolted through my senses, the sheer magnitude of it, is something that haunts the back of my mind even now, decades later.

Hodor realized what I'd done, and his eyes widened in pure terror. He was smarter than I gave him credit for, because if he had let go of my shirt like I'd hoped, I would have fallen back with the dagger in hand and slid right off the blade. He dropped the sword to close his hand over mine on the Dagger, and as he threw me sideways to pry me off of it, I grabbed him by the collar of the chestplate and drug him down with me.

We both landed hard on our sides, but as I fell I was already calling my magic, and the sword had vanished from my shoulder by the time I rolled to my back. Hodor had pushed himself to his knees and one hand next to me, the other hand still on the dagger, and a quick kick buckled the elbow and sent him to the ground again. Then I was on top of him, a knee on his back as I tried to pry his hand off the dagger with my one good arm.

The fight was over jarringly quickly. Hodor must have regained the ability to think coherently, because he choked out, "Do something!", and I didn't have time to register that he was speaking to the Dagger. I was picked up by an invisible force and thrown at least ten feet, and went rolling and skidding for another agonizing five.

My shoulder was white-hot agony, and by the time that I thought to roll onto my back, Hodor was up, stalking towards me with the Dagger in hand. Mind racing, energy almost spent, I called my magic and cast a spell.

Hodor froze in place, bewildered and then enraged, and a murmur rippled through the townspeople; as far as any of them could see, I had vanished. Any creature able to see through simple illusions would have seen me there, still lying stock-still on the ground, doing my best not to breathe too loudly. If Hodor had told Zoso to find me, he could have in an instant. But instead, Hodor stood there for a second, mouth opening and closing until it snapped shut, a muscle standing out in his jaw for a long, long moment.

"You three," He pointed to the soldier holding Morrigan and two others, "Take the girl to the camp. You two, with me. The Duke will want to know about this."

He sheathed the Dagger, picked up Durendal from where I had dropped it, and mounted his horse. He looked over the gathered people with contempt, jaw grinding together, and then he wheeled his horse away and the two groups of soldiers split off in different directions. The people began to disperse, somberly and almost mechanically returning to their business. Some walked within feet of me, but I held the illusions until I could no longer hear the pounding of hooves on the ground.

Several people screamed when I reappeared amidst them. For a long minute I simply lay on the ground, breathing raggedly, trying not to pass out, trying not to scream from the sheer anger and frustration of having failed. I had had my hands on the Dagger, and in an instant it had slipped away. To this day, I wonder about how many things would be different if I had been able to keep hold of it.

When I finally looked around, a bubble had formed around me. People were hovering several feet away, staring, but none daring to get too close; after their experiences with my mentor, I don't blame them for distrusting mages.

"It's rude to stare, you know." I'd griped, voice jagged. I propped myself up on an elbow with a pained grunt, and then someone was kneeling next to me, helping pull me into a sitting position. Rumplestilskin arrived next to us, looking frazzled and frustrated and worried.

"Are you okay?" Baelfire asked, looking nervously to the growing bloodstain that soaked through my shirt's right shoulder. "That doesn't look good."

I grinned around gritted, bloody teeth. "I told you it was best to listen to your father."

Then I'd put my good hand over the wound and called my magic. I endured the unpleasant crawling, itching sensation of flesh being pulled back together, then held the arm out, wiggling the fingers experimentally to confirm that, while the joint was unpleasantly stiff, I once again had full control of the limb.

"Help me up, lad."

The boy helped haul me to my feet, and as expected, the combination of the blood loss and the drain of magic made dizziness slam into my head, my vision flashing black in that way it does when you stand up too quickly. I steadied myself with a hand on the teen's shoulder, swaying, and Rumple planted a hand on my arm to keep me from tilting sideways. For a long second I simply stood there, breathing deeply but raggedly. When I could see straight again, I cast around for my sword for a minute before I remembered that Hodor had taken it.

"Thieving prick." I'd snarled to myself, and held out my stiff arm to summon my sword. Durendal appeared in my hand in a swirl of red-black smoke that made Baelfire's eyes widen as he instinctively backed away, and I winced as a sharp ache shot through my shoulder. I sheathed my sword and looked around the ring of people, who had taken a step back almost in unison. "Would you get lost?" I snapped at them.

Most of them began to slowly scatter at that, mistrustful glances flickering from me to Baelfire to Rumple. I glared at them for it, and they seemed to walk faster as they left. Then I sighed and looked back to Baelfire.

"Thank you." We said at nearly the same time, and I flashed an amused smile.

"What am I getting thanked for?"

"You tried to save Morrigan."

"So did her father." I deflected. The kid was the only person willing to come within five feet of me after seeing magic, and I couldn't bring myself to tell him that I hadn't done it for the girl.

"Yeah, but you didn't have to. So… thanks. It's a lot more than the people here would do." By the frustrated look that flashed across Rumple's face, I knew that that last part was an argument they'd had before.

"Don't be so hard on the people here. The Dark One can't let you do anything, and even if he could, most people don't bounce back from being stabbed as well as I do." I ran a hand through my hair and shot Rumplestilskin a quick apologetic look, before refocusing on Baelfire to add, "And don't be getting any ideas from me. That's the stupidest thing I've done since I was twenty. Just listen to your father, yeah?"

A look of profound disappointment and worn-out frustration had crossed the boy's face; I'm sure he'd hoped I would have something more inspiring to say.

"Yeah. Alright." He muttered sullenly.

"Good lad. Best of luck to you two," I added with a look to Rumplestilskin. I patted Baelfire once more on the shoulder, turned, and set off down the road, any pleasantness falling from my face as I stretched out my stiff shoulder and sunk into black thoughts.

Having failed once and made my presence irrefutable known to Duke's men, my options were limited. If the Duke realized that the woman who'd tried to take the Dagger from Hodor was Zoso's apprentice, whom he was already wary of, he would have two general options: send Zoso to hunt me down, as Zoso himself believed would be the case, or keep my mentor close and wait for me to come to them. Either way, they'd be on guard, hard to get close to.

I slipped back into the tree I had spent the morning in, watching the town as I thought. Ultimately, I decided to wait and see how things played out. Zoso had singled out the spinner and his boy for a reason; he had to have some kind of plan, and they had to have some kind of part to play in it. If Zoso did end up killing me, it might even be an advantage, something that would get the Duke to lower his guard and allow me to get close to him once I awoke.

Guilt occasionally flickered through my thoughts for the inevitable repercussions for Rumple and Baelfire. I had seen time and time again that people did not often fair well in the long-term after making deals with my mentor, and given Zoso's ominous statement about the expendability of his and their lives, I strongly suspected that they were unknowingly apart of a suicide mission.

I would not normally have been so sympathetic; using desperate people as pawns was the root of our business. But something in me, either my own judge of character or the wolf's, sensed something in them that had made me like them. Rumple was desperate, yes, but he was also smart enough to have survived so long despite obviously existing near the bottom of the food chain. And there was something there when he looked at his son, a kind of fire and selflessness that spoke of a man who had become accustomed to being beaten down, but who was willing to endure far more for the things he cared about. That was something I could respect, something that I would come to relate to more and more in the coming miserable decades.

And then there was Baelfire, full of compassion and bravery and a kind of misplaced honor that made him endearing. The pair was obviously so close, and after the small moments of help we'd exchanged, it was going to be unpleasant to watch them be ripped apart.

They're nothing to you, I told myself. And if they knew half the things you've done, they'd never have come near you. Focus. Zoso needs help. That's all that matters right now.

Still, I hoped I wouldn't have to kill them. I could, and I would, but despite my suspicions to the contrary, I prayed that they would somehow walk away from this.

I should have known Zoso better than that. When night came, Rumplestiltskin and Baelfire slipped out of the town, backpacks filled with that treated wool, and made their way towards the Duke's castle. I cast the same illusion I'd used on Hodor and followed them at a safe distance, and was silently impressed at the cleverness and sheer gall that these two peasants had to light a noble's castle on fire.

Then Rumple sent Baelfire away and slowly worked his way into the castle, hidden amidst the growing panic of fleeing castlefolk. I slipped through the smoke behind him, heart sinking with every step. He went straight to the castle's great hall, and only looked around for a second before he crossed to a tapestry and ripped it aside. Hanging on the wall was the Dagger, and when his hand wrapped around it, I knew that I should kill him.