Disclaimer: I Own Nothing. All characters belong to Disney.

A/N: kind of a fix-it fic that sort of replaces MOE. (Since pacing, plotholes and a few other issues bugged me about that film.)


Maleficent noticed the dark rings under her eyes and the persistent yawning the first week Aurora had decided to live in the moor, yet she had brushed it off since the girl had worked on making that treaty.

However, as time went on and Aurora did not improve Maleficent began to worry.

After all, what was there to worry about? The treaty had been signed, Perceforest was practically a Democratic city-state and all was well in the moor.

Was Aurora unhappy with everything?

Maleficent wasn't the one to pry into the young queen's affairs, preferring to allow her to come to her if there was a problem. However, after finding Aurora sitting alone near the crystal lake, obviously fighting sleep she decided to be progressive.

"You're up late. Is something wrong?"

Her self-proclaimed goddaughter jumped in surprise at the voice, leaving Maleficent to wonder how she hadn't felt the wind or heard her approach.

"No, I just can't sleep."

The fae knew this wasn't the whole truth, though she wouldn't accuse the girl, after all, she was still only a teenager who had been through a lot in a very short time. It was a given that her mind probably kept her up sometimes.

"Then would you mind some company?"

Aurora shook her head then, making room beside her on the grass.

They sat like that for some time with just the sounds of the night around them being broken every so often by a stifled yawn from Aurora.

"Perhaps you should try to sleep?" Maleficent tried again, earning a sigh.

"I'm not tired."

Maleficent resisted the urge to roll her eyes at that.

"Aurora."

The young queen seemed to shrink at the sound of her name, recognizing the tone as the one that usually led to her getting a lecture of one form or another, which amused Maleficent slightly.

"It's nothing really."

Aurora tried again, staring out into the water.

"I don't believe you." Maleficent said bluntly "nothing doesn't keep one awake at night."

She could tell Aurora was hiding something and one part of her was afraid to know what.

What if Aurora wanted to live amongst humans after all?

"Promise you won't be offended?"

Maleficent felt her mouth go dry at that.

"I promise."

She could see that Aurora was struggling to form the words needed to answer her.

"I...I don't want to fall asleep. I keep thinking if I do, I'll never wake up and when I do start to fall asleep I end up jerking awake with the feeling like I am drowning."

The answer came several minutes later and in one breath and Maleficent felt her heart stop.

She had no idea about that but of course, she would still be affected by something so traumatic.

"Aurora…" she began, though unsure what to say, though the girl just shook her head.

"Godmother, don't. You broke the curse and have apologized for it ten times over, besides, you watched over me my whole life. I think the good outweighs the bad."

Maleficent wanted to argue that particular point with the girl but bit down her words.

"I am sure we could get you a sleeping drought if you think it would help." She suggested instead, earning a sigh.

"I don't want to rely on potions. I tried something from an apothecary at the palace and it made me panic worse." Aurora confessed.

A silence fell over them then and Maleficent debated rather or not to put her asleep like she had many times in the past, but decided against it.

This would require a gentler approach.

"You need to sleep." She said finally "I'll sit with you, just so you know no harm will come. Perhaps then you won't be afraid."

Aurora looked ready to argue but deflated under her godmother's rather unyielding look.

"Alright, it's worth trying I suppose."

..

Even with her godmother there, Aurora doubted sleep would come. However, upon climbing into bed, she was surprised to find that Maleficent made herself comfortable beside her, a large wing reaching out to cover her.

This within itself surprised Aurora since no one had ever been allowed to touch Maleficent's wings, at least not without getting either whacked with said wing or knocked backward.

"Are you sure? The blankets are more than enough." She said, earning a sigh.

"Close your eyes beastie. We can talk tomorrow."

Aurora could feel the world slipping away and her heart starts to pound, however, right when she was about to jerk awake, Maleficent began to hum.

It was an odd tune but it proved to be enough when combined with the warmth of feathers and the hand carding gingerly through her hair.

"Goodnight Beastie."

Aurora heard before everything finally slipped away.