Audrey was fast asleep in her bed as it was now 2:38 in the morning until she suddenly woke up. She heard the distant sound of a baby crying and she decided to go check it out. "Mom? Dad?" she called out before coming over to the crib where her baby brother was. "Phillip? Hey. Ohh. Hi, buddy. I gotcha. Hey~" she then said, trying to soothe and comfort her baby brother as she took him out of the crib and held onto him.

"What a lovely child~" A dark voice said.

Audrey flinched as that startled her and she could see Mal there, looking just like her mother and grandmother in a dark gown with horns on her head. "Stay the hell away from my little brother." she demanded.

"We're not the ones you should fear, Audrey." Mal smirked as she looked more like The Dark Fairy she was destined to become.

"We?" Audrey wondered until she blinked and gasped as Jay, Evie, Carlos, Harry, and many other villainous looking teenagers surrounded the next Dark Fairy.

"Something far worse than us looms over his head~" Mal explained maliciously. "The truth of what your did to mine after your grandparents were unable to stop Carabosse and even fairy godmothers hiding your mother wasn't eve enough~" she then waved her hand, removing the infant from Audrey's arms and he was suddenly with the villainous Descendants.

"Please don't hurt my family." Audrey begged tearfully.

"When I'm finished, you won't have a family left to hurt~" Mal smirked darkly at Audrey.


Audrey then gasped and suddenly woke in her bed and looked quite scared. She quickly rushed over to the crib and saw her baby brother right there, sleeping soundly and peacefully which calmed her down briefly, but she still needed some extra comfort. She then left that room and went into the hallway and knocked on the door to another room rather urgently.

"Audrey... it's the middle of the night, Princess..." Phillip murmured groggily as he opened the door and rubbed his eye until he looked down to see the distressed look on his daughter's face. "Hey. I'm right here." he then said.

"Phillip? What's going on?" Aurora asked while yawning and sitting up as she turned on the light. "Oh, Audrey... you look like you haven't slept a wink."

"It's hard..." Audrey said softly as she came to sit and talk with her parents. "Ursula, that one lady Cassandra, and Cruella de Vil just down the street. I just had the worst nightmare. You both were gone. I went to check on Phillip and those two surrounding him... Only... Mal was there, too."

"Of course she was," Phillip murmured at that. "Well, it's a good thing she's no longer around." he then added.

"But those other villains are and they have their own kids now." Audrey reminded her father.

"I think she might be right, darling," Aurora said to her husband. "This can't be a coincidence."

"It doesn't matter. None of that matters," Phillip reassured both his wife and daughter. "All that does is that we kick them the hell out of this town before anyone else learns what was done."

"...was there something else besides Mom having to stay with The Good Fairies after her christening?" Audrey wondered.

Phillip and Aurora looked like they had something extra to say, but they were unsure about saying it out loud.


Later on, several hours later, Cruella, Ursula, Uma, Cassandra, and a certain other was with them as they visited Granny's Diner. They hadn't been waiting that long, but it proved to be an eternity for one of the women, even as the Charmings watched too.

"Uh, darling, how much longer for those drinks?" Cruella demanded from the elderly woman who was just annoyed at that question.

The door then opened and in came another customer. "Hello, Granny. Usual, please." Ben greeted the elderly woman.

"Ah. You betcha." Granny nodded kindly to him, going to take his order more than willingly as Kiara and Ruby tended to other people.

The certain other girl gasped and tried to hide her face in a menu before Ben could see her face.

"Cheers." Ben told Granny, accepting the drinks to go and paid for them before leaving. He then stopped as he felt something weird.

The girl peeked her head out, wondering if he may had seen her. Ben then suddenly sniffled and let out a sneeze before he sniffled and blew his nose.

"Bless you, Ben." Kiara said.

"Thanks, Kiara." Ben smiled and continued to head off as the other girl kept hiding from him.

"You know, if that old bag still wolfed out, I'd turn her into a coat for my collection," Cruella remarked to Ursula and Cassandra. "The older girl might be too big and the younger one might be too small."

"I hear she's related more to lions than wolves anyway, so maybe you could turn her into a throw rug." Cassandra smirked.

"Oh, Cassandra!" Cruella chided playfully.

"And just think! Whenever she gets dirty, you could take her out and beat her." Cassandra continued to joke and chuckled.

Both Ruby and Granny snarled dangerously and their eyes both flashed protectively while Kiara didn't look scared, but was a bit unnerved at the idea of being skinned as a young lioness to become a living room rug. However, before anything else could happen, the Mills family wandered into the diner.

"Regina!" Ursula greeted and smirked "We could use a heart rip over here. Granny needs a little encouragement in taking our order."

"Yes, a very effective tactic. Even Ursula's daughter is a better waitress than this," Cruella added. "Didn't you once rip out the heart of every villager in the North Woods?"

"Or was it the south?" Ursula mused.

"Well, definitely not East or West." Cassandra added.

"Uh, why don't you head to my office, get started on the book?" Regina suggested to Evie, Henry, and Dee Dee.

"Sure." Henry nodded.

"And remember, Mom," Evie added. "Make sure to get chocolate frosted donuts, not chocolate donuts, okay?"

"Frosted, not glazed." Dee Dee added.

Regina nodded at her children and Dee Dee. "Mm-hmm."

"Okay, come on, Dee Dee, this way." Henry said as he led the way for his best friend since Evie already knew where to go.

The other girl glanced over before hiding her face again before now Evie could see her. Evie glanced over at the bar table slowly and seemed to be perplexed.

"Evie?" Henry called, making her look over suddenly as he and Dee Dee waited by the doorway. "Would you like to join us?"

"Oh... uh... yes! I just believe I thought I caught a glimpse of the star of that show Dragon's Creek, ya know!" Evie giggled and covered up sheepishly. "You know that boy really is a stud muffin."

"Stud muffin?" Henry asked, looking at his big sister weirdly.

"I feel like eating that would break your teeth." Dee Dee commented as she took that phrase as a food term.

"Let me be clear, ladies," Regina said as she approached the villainesses at their table. "If you bring up my former sins around my children or their friends again, you'll find yourselves across that town line faster than you can say 'costume jewelry'."

"These are blood diamonds, I'll have you know." Cruella defended.

"Come on, let's take our business elsewhere." Ursula suggested.

"Mama!" Uma complained. "We want cheeseburgers."

"You got cheeseburger money?" Ursula retorted.

Uma then brought out a bit of extra money.

Ursula counted it and then crossed her arms. "...Uma Morgana, where did those extra bills come from? Those look like more than tips when you serve people fish and chips." she then demanded.

"I got cheeseburger money, don't I?" Uma retorted as Cassandra looked unnerved about a mother and daughter having a moment like this.

"...All right, we'll catch up with you girls later then." Ursula then said as she relented after a moment.

"See ya, Mom," Uma smirked. "We'll let you know about the drinks.

Ursula glanced at her daughter one last time and soon left with the other two women.

David: So what's the plan here? Mary Margaret: To deal with our... Latest crisis. Regina: Those two might be tactless morons, but... They couldn't magic their way out of a paper bag. I wouldn't worry. And they're here to seek redemption. Mary Margaret: You don't actually believe that? Regina: If I didn't think it was a distinct possibility, I wouldn't have let them in town in the first place. David: Now that they're here, we have to be certain, which means keeping eyes on them 24/7. Regina: Which sounds like a job for the sheriff's department. I have bigger things to worry about.


Cruella, Cassandra, and Ursula continued to leave the restaurant in a huff until they ran into someone else outside. This being Emma, Killian, and Harry.

"Hook." Ursula greeted as she knew the adult male pirate somehow.

Harry blinked, looking around and gestured to himself in confusion, but the women walked away before it could be explained.

"You know her?" Emma asked the pirate beside her.

"Aye, luv," Killian nodded. "I encountered many a vile creature on my gifts for your loved ones."

"She's no Red Jessica and Zarina though~" Harry remarked thoughtfully.

"Princess Emma. I'm glad you're here," Phillip said once he saw the blonde woman and approached her. "We have to go."

"What? Now? I just came to meet my parents for lunch," Emma complained. "I've been dying for a grilled cheese all day... also you don't have to call me Princess."

"It'll have to wait, Princess Emma," Phillip said, causing the blonde woman to roll her eyes suddenly. "You're aware we have five new friends in town. They're up to something. If we hurry, we can pick up the trail."

Emma sighed as she began to feel like she had no choice now. "Looks like duty calls." she then told Killian and Harry.

Harry frowned as he looked a little unhappy that Emma wouldn't be joining them for lunch.


Meanwhile, the three mysterious women came right into Mr. Gold's shop.

Ben noticed them coming and suddenly jumped out rather protectively and brought out a sword, making them flinch and back away suddenly in concern, but they weren't afraid of the boy as while he was the son of Rumplestiltskin, he didn't have a mean bone in his body. Except for maybe a few exceptions. "Stand back! I've got a sword! Don't think I won't use it! I'm the bleeping son of Rumplestiltskin!" he then demanded.

"Bleeping?" Ursula asked, unimpressed at that.

"Well, I don't wanna be rude." Ben replied sheepishly and innocently.

"Wow." Cassandra muttered as that was all she could say.

"Well, hello to you, too, darling." Cruella replied.

"Nice place you got here," Ursula smirked. "I'm sure it beats your mother sweeping the castle."

"Hmph..." Ben glared, but he calmed down just a little bit, keeping the sword but tried to make sure Gabrielle and Belle would be safe.

"Why are you here?" Belle demanded from the women. "Have you come to kidnap me again or perhaps your descendants would like to kidnap Gabrielle or Ben?"

"Oh, did we do that? Oh, they all blur together," Cruella replied carelessly. "No, we've come to offer you our congratulations in defeating the Dark One."

"Defeating the Dark One?" Ben repeated. "Oh, you mean that banishment?"

"Why, yes," Cruella nodded and explained. "I mean, who would've thought it? A simple chambermaid takes down the most powerful sorcerer in the land. Your mother did... Quite a number on him, darling."

"So you've... Seen him?" Gabrielle asked softly.

"Yes, he's a mess, darling. A bum," Cruella nodded and explained. "Reduced to his old cowardly self."

"It makes sense, really, why he was so terrified of losing his magic when my daughter and I found him." Ursula added.

"Tell me, is there not a part of you reveling in all of this?" Cruella asked Belle with a small smirk.

"No!" Belle glared as while she was upset and angry about what happened, she wasn't like that. "I would never take comfort in his suffering."

"Listen, we're running a business here," Gabrielle suddenly said. "Now do you intend to buy something or did you just come here to be cruel?"

"Well, as a matter of fact, I was hoping you'd have a... Hood ornament for my vehicle," Cruella explained as she took a bit of a look around, bringing out her phone to show a picture of her car to them to get an idea since it was a special kind of car. "Something with a little glitz?"

"I'll check the inventory." Belle decided before slapping away Ursula's hand as she tried to look through a book.

"...interesting phone case." Ben said as he blinked with wide eyes, seeing that it was white with black spots.

"Oh, thank you, darling," Cruella smirked. "Ooh, if you were a bit older or if I were a bit younger~"

Ben blinked and coughed nervously. "No thank you, ma'am, I have a girlfriend." he then said in a nervous voice.

"Well, of course you do~" Cruella chuckled warmly. "I bet you're the real Prince Charming of your school?"

"Erm... excuse me..." Ben squeaked nervously and dashed off, feeling very awkward right now.


MEANWHILE IN THE CAVE UNDER THE LIBRARY...

"Won't be long now, Maleficent, my dear," Rumple murmured to himself as he looked all around him beyond the ashes of the dragon woman who used to live here as well as Mal herself with her old bed in the corner along with a tattered poster of rock band in Storybrooke called "The Bremen Avenue Experience". "Your slumber is nearly over."

"So this will really help bring back my mom?" Mal asked softly.

"Why, of course it will, Artemis... or should I say Mal?" Rumple replied.

"...I don't know right now..." Mal sighed and shook her head as she pulled out her platinum blonde locks that almost looked as white as snow in the dark. "This isn't me... this is fake."

"I know, dearie, you and my youngest son have had troubles..." Rumple sighed and nodded as he put his hand on her shoulder. "He really loved you though and I was quite fond of you too."

"...really?" Mal asked softly.

"Yes..." Rumple nodded. "You almost remind me of someone, but the name escapes me at the moment."

Mal looked thoughtful before she sighed and calmed down. Or at least, she attempted to.


Later at the Mayor's office, Regina came to check on Evie, Henry, and Dee Dee. "Chocolate frosted donuts," she told them with a small smile, dropping off the food and came to check their progress. "How are we doing? You find anything?"

"Not yet, but if The Author left clues in the book like Mother Superior said, we'll find them." Henry explained as he looked up from his book briefly.

"There's some hints about keys showing another way being guided by a goose, but who knows what that might mean?" Dee Dee added.

"Yeah..." Evie added before looking over as she came by to pick up a donut. "How about you, Mom? How are you doing?"

"I'm fine, dear." Regina reassured her biological daughter, though she sounded kind of funny.

"You didn't seem fine when we ran into Ursula, Cassandra, and Cruella." Henry couldn't help but point out.

"Well... I suppose that's because they remind me of a time in my life I'd rather forget," Regina sighed and tried to explain. "Time when I was a true villain. It makes me doubt if my happy ending's even possible."

"You can't think like that." Henry frowned.

"I know, but sometimes I wonder if I'll ever be as happy as I was when it was just you, me, your sister, Robin Hood, and Roland," Regina explained and confessed softly as they took a break. "That feeling was, uh... The closest I've ever been to happy. I wanna get back to that."

"You will, Mayor Mills," Dee Dee said softly. "You're my best friend's mother and you gave him his own happy ending by being here and I'm hoping to find mine too since I'm on an adventure like my mother."

"And you're a beautiful ballerina too." Henry nodded bashfully.

"Aww, thanks, Henry~" Dee Dee beamed.

"We're gonna find The Author, and when he rewrites your ending, everything will be the way you want it to be." Henry promised his second mother as he beamed and took a bite out of his donut.

"Careful, Henry. You're getting crumbs all over the book." Regina chuckled before covering the book.

"Yeah, come over here, Henry, let's take a break." Evie suggested.

"Mm. Right." Henry nodded as he came to sit closer to the girls.

"That's strange. This paper, it's... It's different than the rest." Regina mused thoughtfully as she flipped between pages that showed a certain wooden puppet of a boy.

"That's because it's Pinocchio's story." Henry said like it was obvious.

Why would that story be any different from the others?" Regina wondered.

"I'm pretty sure August added it to the book." Evie remarked.

"She's right," Henry nodded and explained more to Regina. "He wanted Emma to know he was Pinocchio as a boy. He wanted her to believe."

"If August took the book apart, he might know something about it that we don't." Regina suggested as she had an idea.

"Yeah, but too bad he's not around to ask anymore." Dee Dee reminded and pouted.

"August might not be, but Pinocchio is." Regina remarked and gestured to the illustration.

Henry and Evie then smiled once they understood now.

"Ohhh..." Dee Dee said before giggling as she took a donut. "Looks like we're gonna take a field trip."

"Yeah, I feel like we never got those growing up aside from visiting Old MacDonald's farm." Evie commented to her mother.

"Oh, where would we go that's not as much fun as Storybrooke?" Regina smirked.


Phillip and Emma were soon waiting in the squad car together.

"So, who's this Cassandra woman?" Emma wondered. "Is she someone very important?"

"Not to mine and Aurora's story, but she is still one of those Queens of Darkness." Phillip replied.

"Queens of Darkness?" Emma repeated. "That's an interesting name."

"Also your parents got involved with them too sometimes back in Misthaven." Phillip then told Emma.

"Did something happen between them?" Emma wondered.

Phillip was about to say something until he saw the women head for Cruella's car. "Wait. Here they come." he then remarked.

"I better call Belle so we can find out what exactly what happened in that shop." Emma suggested with a nod.


Emma was soon driving after Cruella's car and made a phone call to the pawnshop before facing the former prince. "Belle said she checked the back. Ben and Gabrielle are also pretty sure there's a wooden box missing." she then explained.

"What was inside it?" Phillip wondered.

"None of them know, but I think we should find out." Emma replied as she turned on the siren.

Cruella blinked as she heard the siren and soon slowed her car down before stopping. Emma approached the woman's car after stopping behind it and then came out, knocking on the window when the other car had stopped. "Is there a problem, Daughter of Sheriff Chiseled Chin?" Cruella then asked after putting her window down.

"Step out of the vehicle, please." Emma stated softly.

The three women inside then did what was asked of them and stepped aside, coming over to Phillip while Emma searched the car.

"Where are your children?" Phillip asked Cruella, Ursula, and Cassandra.

"Oh, they're teenagers now, they don't need our constant supervision~" Cassandra replied innocently.

"Certainly not!" Cruella added. "Some puppies are better off alone."

Phillip merely glanced at them as Emma searched the car, even checking the trunk. "Anything, Sheriff Swan?" he then asked the blonde woman.

"Car's clean," Emma admitted and sighed. "Weird. You think Belle just misplaced that box?"

"Who knows?" Phillip shrugged.

"Unfortunately, I can't arrest them for speculation," Emma told Phillip before facing the three women. "Looks like you guys are off the hook. Sorry."

"It would be nice if at least one of the Charmings lived up to their family name." Ursula murmured as she returned to the car with the other two women.

"Maybe I should go back to the sheriff's station, check out any security footage of Gold's, make sure they didn't take anything," Emma pondered before facing Phillip. "You going to be okay?"

"I guess so, I guess I'll check on Audrey, Aurora, and Junior," Phillip replied softly. "Minding dropping me off back home on the way back?"

"Of course, Phillip," Emma nodded. "Let's go."

Phillip smiled, though he looked a little concerned about something as they went back into the squad car. He then felt something in his pocket and took it out, looking curious and then put it back in his pocket as he went to go after Emma while Ursula hid a small smirk to herself.


"You and Sheriff Swan found that in Cruella's car?" Aurora asked her husband as he brought something out that was found during the investigation. "Phillip, that belonged to Maleficent, you know how much that meant to her."

"I do. And I can only think of one reason why those three witches would wanna steal a totem of hers," Phillip nodded and explained. "A spell. A spell to resurrect her."

"Is that even possible?" Aurora asked.

"You know, it doesn't matter what their dark magic can or can't do," Phillip defended. "Now that we have this, it's not even an option."

"But what if they discover it's missing?" Aurora asked frantically. "Won't they just find something else?"

"Then we take the one thing that Cassandra, Cruella, and Ursula can't do without: Maleficent's remains." Phillip reminded his Sleeping Beauty.

"Under the library." Aurora memorized.

"That's right," Phillip then instructed. "We find them, we dump them in the harbor, then she's gone forever, and once Ursula, Cassandra, and Cruella realize that, maybe they'll leave town, too."

"And hopefully they'll take the Charmings' secret with them." Aurora added.

Phillip nodded before he looked down at the item that was a dragon's foot clutching a jewel and it resembled that of a baby rattle. He placed it on a shelf for now though, as he and his wife went to put together something to eat.

"Audrey... Audrey~..." A voice called from the item when Aurora and Phillip were away.

Audrey soon suddenly emerged from her room with wide, emotionless eyes as she seemed compelled somehow.


Later at the sheriff's station, a certain pirate teen came by with a bag and his father wasn't too far behind him. "Special delivery!" he then announced to Emma who was hard at work on the office computer.

"Grilled cheese, just the way you like it." Killian added.

"Fries?" Emma asked with a smirk.

"Onion rings." Killian smirked back.

"Mmm, good. I was just testing you." Emma chuckled and beamed as she accepted the bag of food.

"Is this one of those magic boxes that tell you anything just by typing in a question or something?" Harry asked Emma.

"Yes, Harry, it's called a computer, and they sometimes make lives easier." Emma nodded.

"And what's this?" Killian wondered as he gestured to the screen, seeing that a download was in progress.

"A.T.M. Security footage," Emma explained. "We're trying to figure out if Ursula, Cassandra, and Cruella stole something from Gold's shop."

"What about their children?" Harry wondered.

"Haven't seen them in a while and that concerns me a little." Emma admitted until she suddenly thought of something. "Oh! By the way, I never got the chance to ask you how exactly you knew Ursula." she then said, hoping to get a story out of him.

"I already told you, luv," Killian seemed to shrug off. "She's just one of the many sea monsters who crossed my path in my pirating days."

"What exactly does that mean?" Emma demanded, smiling, but still was insistent to get an answer out of him.

"Honestly, I don't recall." Killian said, trying to walk away.

"Uh-uh." Emma shook her head, refusing to let him get away with that. "...Harry, what do YOU know?"

"I know the name Ursula from somewhere, but I can't think of possibly where at the moment." Harry admitted, though he shrugged.

"Swan, that's all there is to know." Killian said to the blonde woman.

"You're holding something back." Emma replied.

Killian paused, being silent for a few moments, but he couldn't think of anything to tell her. "I don't know what else to say."

Emma frowned a little and crossed her arms. "...Neither do I." she said.

The two adults looked at each other in a very long silence. Harry's eyes darted back and forth as he didn't really know what else to do right now in this sort of situation.

Emma looked at the computer screen to see that the download had been completed. "Well, I should get back to it." she then said to the pirate father and son.

"Enjoy your witch hunt," Killian nodded as he put his arm around Harry. "Come, son."

"...Okay, Dad..." Harry shrugged as he went to go out of the office along with his father.

Emma frowned as they left, but decided to get back to work and not let it bother her.


Later on in Storybrooke's streets, the Sleeping Beauty family were preparing for something very important. Phillip and Aurora were loading up the car.

"Good. That'll do," Phillip told his wife as she helped move some flashlights in the trunk. "We can get to the cavern through the mines that Snow White and Prince Charming told us about."

"Hey!" Audrey called as she found her parents down the street as she was strolling with Ben who looked distracted. "Where you guys headed?"

"Audrey..." Aurora whispered at the sight of their daughter. "What are you doing here?"

"Emma called the house and mentioned she found something on those women," Audrey said. "She said it looks like Ben's mother was right and she thinks that's the box that's missing. That it's enough to drag them into the station, at least."

"Well, let's not jump the gun. We don't even know what that is." Phillip told his daughter then.

"Wait. What? Emma told me two hours ago, you guys were so amped up about these divas, you didn't even let her eat lunch, and now you're g-" Audrey replied, a bit surprised, only to be interrupted.

"Going for a hike," Aurora said quickly. "We got Ashley to babysit Junior."

"...Mom, Dad, what's going on...?" Audrey frowned. "Today's been weird for all of us and this seems to be a family matter. What's going on today?"

"Rose Petal, your mother and I realized that we needed to take a step back from our crusade," Phillip sighed and began to explain. "The truth is, we've been going about this all wrong."

"When we knew those women back in the Enchanted Forest with Snow White and her Prince Charming, they were villains and ever since they set foot in this town, that is exactly how we've treated them." Aurora added. "You've heard what Carabosse did your grandmother."

"Yes, poor Grammy..." Audrey nodded and sighed.

"Yeah, we chose to see the worst in them." Phillip added.

"...like I did to Mal..." Audrey muttered to herself.

"But, Princess, if they're gonna have a shot at redeeming themselves, we have to choose to see the best." Phillip then said.

"You guys are seriously going for a hike?" Audrey asked her parents weirdly.

"I know it might be hard to believe that we've backed off Ursula, Cassandra, and Cruella, but your mother and I think it's the right thing to do especially for the future of our own story." Phillip reassured her.

" Well... If you need me, I will... Be at Ben' s place... I guess..." Audrey then told her parents as she decided to leave them alone.

"Phillip, is this really the right thing to do?" Aurora wondered, feeling concerned about their daughter.

"It's the only way to make sure Audrey isn't bothered by the Dark Fairies like you and your mother and to keep Snow White's secret safe." Phillip insisted as he sounded like he knew what he was talking about.

Unknown to either of them, Audrey seemed to overhear that and her eyes flickered bright green for some strange reason no one would know about until later.


Later at the Mayor's office, Regina, Dee Dee, Evie, and Henry met up along with a certain father and son. They were now sitting and looking at Henry's storybook while Cleo and Figaro played together in the corner.

"Is anything coming back to you, Pinocchio?" Regina asked the former wooden boy hopefully who only shook his head at her in response. "Maybe if you look at the pages again."

Suddenly, Emma came into the room.

"Emma." Evie greeted.

"Where the hell have you been?" Regina demanded.

"On witch watch. I was on the way to the station when I got your call," Emma explained wearily. "How's it going here?" she then asked.

"It's not. He can't remember anything," Regina sighed and explained. "But since you and August spent so much time together, I thought seeing you would jog his memory."

"Yeah. I guess I could give it a shot," Emma shrugged as she approached Pinocchio and Geppetto who looked at their storybook page back when Cleo was a goldfish and Figaro was a kitten until they would eventually meet The Blue Fairy, Jiminy Cricket, a very sassy and diva-like girl in school Starla's father Stromboli, and so many more. "Hey. Come here. You remember me, right?" she then greeted the young boy kindly as they sat on Regina's couch.

"You're Emma, the sheriff." Pinocchio smiled and nodded.

"But you know that back when you were... O-Older... We were friends," Emma then tried to remind him. "You were a really smart grown-up. So smart you knew how to take that entire thing apart and add a story to it. And then you put it all back together. Do you remember doing that? Or anything else about the book?" she then added.

Pinocchio looked at her while everyone else looked at him expectantly, even Figaro and Cleo, though he unfortunately couldn't help right now. "I know everybody wants me to remember, but... I just don't." he then admitted.

"You went to Phuket. You rode a motorcycle. You wore leather and didn't shave!" Regina listed out of exasperation.

"Whoa! Hey, Mom, take it easy." Evie said to her mother suddenly.

"No, he's not trying hard enough," Regina glared, sounding very frustrated and tired right now. "All you need to do is concentrate and think! Or is that head of yours still made out of wood?"

"Mayor Mills!" Dee Dee gasped.

"Whoa, stop!" Marco told the woman since she began to insult his son.

"Mom." Both Evie and Henry frowned at their mother.

"I won't have you speak that way to my boy." Marco told Regina as Cleo and Figaro both suddenly glared at Regina.

"Maybe what your boy needs is some motivation." Regina suggested aggressively.

"Okay, Regina, that's enough," Emma soon said, trying to keep an argument or something worse from happening. "Let's go down to the vending machine and get a snack. Guys, come on." she then added to Henry, Dee Dee, and Evie as she took Pinocchio's hand.

Cleo stuck her tongue out at Regina and Figaro even made faces before they followed Emma and the other kids out of the room.

"Has it ever occurred to you that maybe this, uh, quest of yours is ill-fated?" Marco asked Regina rather sternly. "After ruining everyone else's happy ending, what makes you think you deserve one of your own, especially for your daughter who is pretty much the opposite of you?"

"Oh, I can ask you the same question, Toy Maker, considering you lied about the wardrobe so you could send Pinocchio to this world!" Regina retorted rather viciously.

"I wouldn't have needed to if it wasn't for your curse!" Marco glared bravely. "I had to save him! You stay away from my boy... You stay away from all of my children!" he then added before storming off away from her.


Down in the mines, the Sleeping Beauty and her Prince Charming had ventured together so that they could save the future of their story and how it might affect their descendants. It was bad enough when Aurora's mother was cursed on her 16th birthday by Carabosse and was trapped inside The Dream Realm only to be plagued by nightmares by her and also the original Boogeyman before Pitch Black was up for the task. She was saved by Audrey and Phillip Jr's grandfather, King Stefan of course. Then after some time had passed, Aurora was cursed to have a visit from Maleficent and it seemed like it would be Mal's turn to provide nightmare fuel to Audrey, but it had to stop here.

"Should we really do this?" Aurora asked her prince as they searched the dark mines with "electric torches" AKA flashlights.

"Yeah, stealing the remnants of a dead sorceress wasn't exactly high on my bucket list either." Phillip admitted.

"No, the lying part. Ursula, Cassandra, and Cruella haven't been in town for two days, and we've already lied to Audrey more times than I can even count," Aurora clarified. "When does it stop?"

"It stops when we get rid of Maleficent's ashes and those witches are gone and then Audrey can live happily ever after with Chad." Phillip replied.

"Ben." Aurora corrected.

"Ben?" Phillip asked.

"Yes, Phillip, our daughter is dating the son of Beauty and the Beast, remember?" Aurora reminded him.

"Hmm... I think the son of Cinderella might suit her better since Cinderella is a hero." Phillip remarked.

"Yes, but so is Belle and Ben gets that from his mother." Aurora countered.

The couple continued a bit further until they came to a stop when something rather interesting was found: a pile of smoldering ashes and scales.

"Phillip. There it is." Aurora told her prince.

"Maleficent's ashes." Phillip noted and nodded.

The two then rushed over and surrounded the small pile, feeling a sweet taste of victory for a moment.

"We did it," Aurora beamed. "We stopped them."

Phillip smiled back as he opened up his backpack, about to collect the ashes so that they could be disposed of. However...

"Not exactly." A voice from the shadows said.

The couple found themselves surrounded by two teenage girls and one of them appeared to have tentacles. She used one to swat the two royals and knocked them out instantly and they fell hard on the ground.


(I don't think I need this part between Marco and Regina, sure Evie might encourage Regina to go talk to him, but... that would probably be it)

"I trust they don't suspect my hand in all this?" Rumple asked as he eventually joined them.

"They had no reason to." Uma replied wth a small smirk.

"And Belle?" Rumple then asked Ursula, Cassandra, and Cruella as they came to join him and the teenage girls. "Did she or any of our children have any suspicions while you were in my shop?"

"You mean, did they ask about you?" Ursula retorted.

"She didn't even mention your name, darling~" Cruella shrugged. "I'd say she's moved on."

"You know what you must do." Rumple then told her as he handed her a knife.

Cruella nodded as she accepted it and smirked darkly.

"Shame you're over Golden Boy, he seems kinda cute," Uma smirked at the platinum blonde teenager. "He probably doesn't even know where you are right now."

"You know what happened when I found you and your mother, Shrimpy..." Mal glowered slightly.

"Don't call me that." Uma snarled.

"Just did~" Mal smirked before yelping.

Uma snarled as she pinned down Mal, getting ready to punch her only for her mother to grab her arm.

"Settle down, Seastar, you'll have plenty of time to play with some new friends," Ursula told her daughter while restraining her. "After all, no one here has even heard of Uma and Artemis."

"I'm not sure if they're even going to..." Mal murmured to herself as she turned away.


Back into the mines, Cruella soon cut Aurora's hand then Phillip's hand and the two cried out as it hurt of course and it woke them up. The devil woman then poured a drop of blood down onto the former Dark Fairy's ashes and the magic spell was starting up.

"What the hell did you do?" Aurora cried out as she sat up.

"The dark magic we're using to raise Maleficent doesn't require some silly little trinket from Gold's shop," Cruella snorted at them. "No, that was just a ruse to get you down here. We need something with a little more kick."

"The blood from a couple who wronged her most." Ursula added.

"And now it seems to be too late to save your little Sleeping Beauty." Cassandra concluded as the room began to rumble and shake once the ashes were glowing from the crimson liquid that bled from their palms.

The ashes soon turned into smoke and a roaring figure was sliding out from the spell. Phillip and Aurora held each other, fearing the worst, especially without Flora, Fauna, and Merryweather's help who were tasked to look after Aurora herself since Carabosse was very relentless with Aurora's mother and who knows what might happen to Audrey now? The Dark Fairy turned into a dragon and let out a fiery roar once she was reborn and disappeared in a puff of smoke and was soon back into her true form which resembled that of Audrey's dream.

"It's good to be back," Maleficent grinned once she was back in the world of the living. "Oh, Mally... long time no see, I found your father, he misses you~"

Mal rolled her eyes slightly and sighed. "Hi, Mom." she then murmured.

"Princess Aurora and Prince Phillip..." Maleficent greeted the two who defeated her before Audrey had been born.

"Maleficent, whatever it is you think we did, you don't know the whole story." Aurora began to tell the Dark Fairy.

"I know enough." Maleficent shrugged before glaring.

"Patience, Maleficent," Cruella reminded her fellow Queen of Darkness. "We have a plan."

"You wanna hurt someone? Well, hurt me," Aurora noted and then added, trying to be brave like Mulan once taught her. "Leave Phillip, Audrey, and Junior alone."

"Hurt you? No," Maleficent chuckled as she circled them. "That would be far too easy."

"You're going to tell everyone what we did first," Aurora said, feeling like she realized what was going on. "What happened wasn't even our fault aside from when Phillip slayed you with his sword."

"I don't care about their secret. They can keep it as long as you like," Maleficent smirked. "Also, seriously? Your prince defeated me? He was pretty much only being guided by those Three Good Fairies your parents assigned to look after you where I couldn't find you after what my mother did to your mother."

"I delivered the final blow though!" Phillip piped up.

"A final blow, I came back to curse you to sleep before, after all," Maleficent scoffed. "Besides, I only care about one thing." she then added.

"Pain?" Mal asked her mother.

"Correct, my nasty little girl~" Maleficent approved before facing the couple. "Your pain, and that it be as long and terrible and unyielding as my own. The pain you heroes caused us villains."

"I forgot how much I missed her." Ursula beamed at the others.

"It's going to be entertaining." Cruella agreed.

"Right. Long live evil." Cassandra added.

"I'm gonna revel in every torturous moment," Maleficent taunted the heroes. "And you? You're gonna watch your world crumble. See you soon, dears~" she then concluded before walking out with her fellow Queens and soon, Mal and Uma followed them.

"This is all our fault," Aurora sulked once she was alone with her prince. "If hadn't been so determined to keep Snow and Charming's secret and keep The Dark Family's family away from our family. If we'd just asked for help..."

"You're right. We can't keep lying," Phillip nodded. "We have to tell Audrey everything."


Later that night, Regina and Mary Margaret had a secret meeting in the park as it was pouring down rain. However, as Regina sat up, her phone seemed to beep and started ringing, but she didn't realize it.

"Hello? ...Mommy?" Evie's voice asked, trying to get a response from her mother, concerned about the call.

"What's with all the cloak-and-dagger?" Regina asked her step-daughter, approaching her in the rain with an umbrella.

"Maleficent's back." Mary Margaret stated urgently.

"I should've known Fish Sticks, Pound Puppy, and The Flower Child were here for more than a second chance." Regina scoffed.

"They wanna destroy our happy endings," Mary Margaret explained. "All of them."

"How do they hope to do that?" Regina wondered.

"That's where you come in. We need to find out what they're planning," Mary Margaret told her. "We need to get someone close to them, someone they believe to be a villain. We want you to go undercover with them and help us stop their plans."

"And you think they're just going to welcome me into their coven with open arms?" Regina asked dubiously.

"Regina, you used to be one of them." Mary Margaret pointed out.

"They think I'm a hero now," Regina reminded her step-daughter. "It doesn't help that Evie doesn't have a mean bone in her body either so their children will eat her alive. They'll never believe I want in."

"So find a way to make them believe." Mary Margaret suggested.

"What makes you so sure they're dead set on destroying us?" Regina then asked.

"Because of something David and I did a long time ago. Regina, you once asked me to... Regina, you once asked me... To keep a secret. And I couldn't, but I'm gonna ask you to keep one for me. One Emma can never learn."

Regina glared a bit for a moment of silence before she then nodded. "What is it?" she then asked.

"Emma was born with the potential for great darkness." Mary Margaret explained.

"She's the Savior. A her," Regina reminded her. "Her magic's as light as it gets. Even though Evie is my daughter and she hardly has a mean bone in her body."

"Because David and I went to extraordinary lengths to make sure it was." Mary Margaret explained urgently.

"If you ensured her goodness, why can't you tell her?" Regina demanded.

"The same reason you don't want Henry to hear about all the terrible things you did in your past," Mary Margaret explained. "You wanna protect him... So he doesn't lose faith in the person you've become... The person he always believed you could be. That's why Emma can never find out what I'm about to tell you. She's finally starting to open up her heart. And if she learns the truth, if we let her down, she'll lose faith in us, and it could send her tumbling down a dark path. Because when you betray the people you love... When you make them see the worst parts of you... What you've done changes everything. There's no going back. You've shattered the bonds you worked so hard to forge. And the stronger those bonds once were... The more difficult they are to put back together... If they can be repaired at all."

"I don't understand. What exactly did you do to Maleficent?" Regina said and then asked. "What did you do that Briar Rose, Aurora, and The Three Good Fairies didn't do?"

"Because of us... Maleficent lost her child." Mary Margaret admitted.

"...you're why Mal disappeared?" Regina asked.

"No, not that child," Mary Margaret shook her head. "Maleficent had another child."

"So Mal has a brother or sister out there." Regina realized.

"Yes." Mary Margaret nodded.

Evie gasped with wide eyes and wondered what to do now after she had overheard that and found it out.