Disclaimer: I do not own Into the Woods. That would be Sondhiem, whom, sadly, I am not. I do, however, own Puss, Brina, and Beauty.

Once Upon a Time, in a far-off kingdom…..

"Serafina! Hurry up!"

The king paced up and down the hall in front of his wife's royal bedchamber, his face red with fury. Women! He thought, gazing at the clock in its tower from a window overlooking the courtyard. The golden tiles threatened to break under his stomping feet as he grew more and more impatient. This was important! Today was the big day, the day he would hold a royal ball to show off his beautifully renovated castle, reminding his subjects all too clearly that he was above them. He longed to see the wretched fools grovel in his splendor as he sat on his throne, graciously permitting them to kiss his boots, and kicking them if they did not quickly do so. He should be going downstairs right now to burst in as his fanfare played, proclaiming that King Salazar was the most absolute monarch in all of history. But here was his wife, Queen Serafina-of-the-Twenty-Mattresses, taking what seemed like hours to find the perfect ball gown, the most dazzling shoes, and the costliest, most fragile-looking jewels to adorn herself with, not to mention the hours it took to wash, brush, and style her hair and to apply enough makeup to cover the faces of one thousand princesses. She was going to make him late, again!

"Serafina!"

Had Salazar possessed a loving heart, he would have understood that Serafina wanted to look her best, to shine brighter than the midnight stars at their grand gala ball. He would have remembered that he was, after all, the one who had wanted to marry a true princess. That it was he, and no other, who had decided to speed up his search by placing a pea under twenty goosefeather mattresses. He alone had decided to marry whatever girl could feel that pea through those mattresses. Basically, his whole predicament was his fault. King Salazar, however, was not famous for big-heartedness. His hobbies included torturing prisoners, humiliating his servants with menial tasks, such as scrubbing the royal floors with incredibly tiny brushes; and nagging at his beautiful wife.

"SERAFINA, DAMMIT!!!!"

The large, golden door was slammed open and a beautiful young woman angrily stomped out. She held a long, damask ball gown in each arm, one royal purple, one sparkling gold; each trimmed over with jewels of every color. A maid followed her, brushing her long, black hair. On her head rested a silver tiara which had cost a good part of Salazar's kingdom. Her neck was hung with jewels of every shape and size, ranging from rubies of the brightest fiery red to the most transparent diamonds. Her eyes, the same silver as the tiara, flashed fire at her husband.

"Honestly," She snapped, "Can't a queen dress herself in her own chamber without you barging in? You have some nerve. Just by standing here for these few seconds talking to you, I am losing valuable time in which I could be properly attiring myself for your precious little occasion. A real princess should not be rushed!"

"So just because you can feel a pea through twenty mattresses you suddenly have the authority to answer back to Salazar the Third! Is that what you honestly think, Serafina? Well, you are suffering from the greatest of all delusions, 'Princess!' The good Lord alone knows where you really came from, walking alone in that storm without an escort, covered in mud! I made you the queen you are today! Now put on one of those dresses and get downstairs, you are embarrassing me with your stalling! By the way," he added, "where in the blazes is our son?"

"Melinda!!!!!!!" Serafina screamed. "Bring the Prince to us at once!"

A king, queen, and prince lived in a shining castle…….

An exhausted young maid entered the room. In one hand she held a small, golden suit, decorated all over with royal medallions. Her other hand was holding that of a screaming seven-year-old boy. This boy had the same jet-black hair and grey eyes as his parents. The eyes were overflowing with crocodile tears and his face was red with screaming. He wore a white silk shirt and velvet breeches and his shoes had gold buckles on them. With these shoes he kicked his nursemaid's leg.

"No!" he screamed. "I shan't wear that stupid suit! I shan't and you can't make me!"

"Melinda," Serafina snapped. "Why is the Prince not ready for the ball?"

"Your Highness, I'm sorry, I honestly am, but he just does not want to wear the suit. I've tried everything, really I have, but"-

"Enough of your excuses." She turned to the boy. "What is wrong, son? Has your nursemaid been incompetent again?"

"She won't let me wear what I want, Mother!" the Prince screamed. "She's forgetting her place! She's beneath me, isn't she?"

"Of course, my little one." Serafina cooed. She then fixed a horrible glare on the maid. "Dress the Prince in whatever he wants, but make damn sure he's presentable. I suppose I don't have to tell you what will happen to your situation if you do not."

Melinda sighed as the prince continued to kick her in the shins and slap her all over her body. "Yes, your Highness."

"We should throw her in the dungeon, Mother, for trying to make me wear that horrid thing!" the Prince screamed in his tantrum.

Although they had everything their hearts desired (or possibly because of this) the royal family were spoiled, selfish, and unkind. But one night, an old beggar woman came to the castle…..

Just as Melinda began to attempt to drag the screaming Prince back to his bedchamber, a knock was heard at the castle door. King Salazar leapt up, outraged. All the guests were supposed to have arrived by now! No matter. He would simply deny the offender admission to the royal ball as punishment for his tardiness. He walked purposefully down his long, golden hall, through a gallery of expensive tapestries, down thirty flights of stairs, through a ballroom hung with curtains of glass crystal and swamped with guests, and finally though a marble-tiled, red silk-hung hall to the door, which he opened. What he saw outside the door in the snow made him cringe in disgust.

An old woman stood at the door of the castle, holding a rose of the brightest red and leaning on a knobbed staff. This was without a doubt the most hideous woman Salazar had ever seen. Gray, uncombed hair flew out from the top of her head in all possible directions, tied in one section by a torn pink ribbon. Her face was a mass of wrinkles, punctuated by two large scars: one just next to her nose, one covering the majority of her chin. She wore a large, pleated, ugly black cape which covered most of her body. What was most unattractive of all, however, was what she wore under that cape. Under that cape she wore a low-cut, lavender silk dress. Looking at this dress on her knobby figure made Salazar want to heave in disgust. She also wore a necklace of large, teardrop-shaped rubies, which did not belong on her any more than the dress did. She glared at Salazar as if he were the one trespassing as opposed to herself. Salazar did not know it, but this woman was there to administer a test on him and his family. She had heard that Salazar the Third was the most unkind ruler out of many kingdoms, and that his wife, Queen Serafina, and the seven-year-old crown prince were no better. She wished to see if they could prove themselves worthy of the possession of all they could wish for by offering shelter to an old woman. If they could not, she could deem them worthy of punishment.

And she offered the royal family a single rose, in return for shelter from the bitter cold…..

"Sir," she groaned to the king. "I am a poor woman. I have nowhere to stay for the night in this horrible storm. I will pay you with this rose, if you will shelter me for this one night from the bitter cold."

Repulsed by her haggard appearance, the King sneered at the gift, and turned the old woman away………

"I do not desire your petty rose" Salazar snarled at the woman. "Go away, wretched hag. Do not demean my castle with your disgusting presence any longer."

The woman did not leave, but stared at him, glaring all the harder. Serafina rushed to the door. So this must be the wife, the old woman thought. When Serafina saw this woman, she winced. She wondered how the guards had let this woman get past them. She glowered at the beggar.

"Serafina," her husband told her, laughing a bit, "this simple old beggar has tried to pay us to shelter her with a simple rose. It's laughable! Us, shelter this wretched hag! Why, our steward would not even do that. This is a burden for the poorhouse, or the insane asylum."

"Leave us, peasant rat!" Serafina snapped. "We do not desire your company. Let us alone, you ugly, horrible witch!"

The old woman reached into her cloak and pulled out a mirror, quite possibly the most beautiful mirror ever seen. Its surface was made of pure diamond, set into a platinum frame with an ivory handle, twined about with vines of gold. On top of the mirror was a miniature rose, made of a ruby set between two emeralds.

"Perhaps this will tempt your highnesses. This mirror possesses magical attributes. When you gaze into it, it shows you not only yourself, but anything and anyone you command it to show you. It can be yours if you will shelter me."

Again, they denied entrance to the old beggar woman. "I warn you," she told them. "Do not be deceived by outer appearances, for true beauty is found within."

When they dismissed her again, the old woman lifted her staff and revealed herself to be a witch! The king and queen tried to apologize, but it was too late, for she had already seen that they were undeserving of their rewards…….

Glaring, King Salazar threatened to call the guards if the woman did not leave immediately. The woman fumed. She had seen quite enough of them, and meanwhile had heard quite enough of their son's immature tantrum, to see that they did not deserve to live as happy a life as they did. With a cry, she pointed her staff at one of the knockers on the door. Blue light erupted from the end as the knocker fell to the ground with a crash. The king and queen reeled back, frightened.

"It's a witch!" Serafina cried, pressing herself close to her husband.

"P-please f-forgive us." Salazar tried to apologize. "We were unaware of your power and prestige. Why don't you come inside and …..?"

But there was no stopping the witch now. "You leave me no choice!" she screamed, and a blinding flash came from the end of her staff. A roar was heard upstairs. Salazar and Serafina raced upstairs to see what had happened. When they got there, they received the shock of their lives. Their son was gone! In his place sat a horrible, monstrous beast. The beast, a horrible, shaggy grey wolf with a bull's horns and a lion's mane, was wearing their son's clothes and roaring at the top of his lungs. Next to him, where Melinda had stood, rested a feather duster. Serafina screamed. The witch appeared behind her.

"You could not spare shelter for an old woman." She snapped. "Now you must pay the price. I have placed a spell on your castle, your son, and all of your servants. Your son is now transformed into a beast, and your servants are now mere objects in your castle. From this day forward, every bush in your garden will overflow with roses like the one I offered you to remind you of your conceited mistake. I am leaving you with the rose and mirror I offered earlier."

"No!" Serafina mouthed. She could not bear the thought of living through the shame of having a beast for a son. Salazar charged towards the witch.

"I demand you to lift this spell!"

The witch raised her staff again and pointed it at the angry king. The same blue light erupted from the end and he froze in place.

"You wish to have the curse reversed?" She moved towards Serafina, who shivered and cowered back towards the door to her chamber. "I'll need some things to happen first. A girl of pure heart must come to this castle. Nobody can force her to come here. She must come of her own free will. Your son must fall in love with this maiden and earn her love in return. This love, however, must be as true and real as the curse I have placed. Both lovers must prove their love at any cost. If the Prince accomplishes this, then the spell will be broken and all will return to normal. If not, he will be doomed to remain a beast forever." The witch strode over to Salazar, and zapped him again, allowing him to move. "Now, if you'll excuse me, I have a potion to make and a curse to lift on a childless peasant couple if the potion produces its due effect." In another blinding flash of light, the witch was gone.

Serafina screamed again. "Salazar, what are we going to do? We can't have a beast for a son. The shame of it! We'd be laughed out of our own kingdom! This is all your fault, Salazar! If you had just let the witch in, none of this would have happened. I'd rather endure the shame of an ugly hag under my roof than this!" She began to cry.

"There is but one thing to do, Serafina. Send all of our guests home. We must begin packing immediately. We are going to have to abandon our castle."

Once Serafina had chased the last guest out, she and Salazar hurried through the castle, stripping the rooms of everything of value that they could fit into the royal carriage. It took them hours to pack since they were doing it on their own, but they would not even consider going to the servants, being frightened of and put off by the very thought of ordering around household objects. The servants themselves, tired of being overworked and underpaid, did not volunteer to help pack. The king and queen then loaded the royal carriage, climbed in, and drove away, bound under Serafina's direction for the kingdom from whence she came. The beast, their only son, they left behind. The Prince, therefore, grew up cared for by his servants, whose consciences would not allow them to leave a child to die, abandoned by his parents. Their bodies, as well, stood in the way of their leaving, due to the fact that they were now household objects and therefore any venture into the kingdom could end with them being placed in a market stall and sold. The kingdom deteriorated without government, and the population abandoned it. The premises were soon overcome by brush and tall grass. As for the Prince, now the Beast, ashamed of his haggard appearance, he kept inside his castle, using the witch's mirror as his only window to the outside world. As years passed, he became even crueler, even violent, towards his caregivers. By adulthood, it was clear to him that no girl would pass through the woods surrounding his kingdom and through the brush surrounding his castle to be with him, a fact which he felt was made obvious by his form. He knew he was doomed, doomed to remain in his beast's body for all time. A girl would never come. Nobody could love a beast.

Many years passed, and the Prince fell deeply into despair, and lost all hope………

Nine months after King Salazar and Queen Serafina abandoned their castle, in a kingdom far away from this, in the middle of the night, a child was soon to be born to a formerly childless baker and his wife. In the dark, Chip the baker paced around his small cottage on the outskirts of the woods, his face a knot of worry. What if something goes wrong? His wife Joanna's water had broken about twelve hours ago and still he had not heard the crying of a baby. Just his wife, screaming like a banshee, yelling death threats out the window should he ever dare to come near her again. Chip covered his ears as an especially pained shriek rose from the bedroom window.

"OWOOOOOOOOOOOOH!!!!!!WHY DID I EVEN WANT TO HAVE A CHILD IN THE FIRST PLACE???!!"

Chip hurried to the window and tried to peek in to comfort her in her misery. Unfortunately, the midwife saw him, and slammed the shutters on the window in Chip's face. She had told him hours ago, when he had first brought her over and was frantically hovering over his laboring wife, that Joanna would be all right, and that he should wait outside and listen for a baby's cry. He knew he should stay outside, but his heart told him otherwise. Go to Joanna, it seemed to tell him. This is the birth of the child which you have long waited for. The child which due to a curse you could not have until now. The child you ventured into the woods, hunting for strange ingredients to conceive. You must ensure that this child is born safely, and that the mother of this child is not harmed. His mind made up, Chip crossed around his house to the door. Just as he approached the entranceway, however, he heard the midwife shout over Joanna's screams, "Jeanine! Bar the door!" When Chip tried to open the door, he found it to resist his efforts. Drat the midwife's assistant! He mentally cursed, beginning to pace around his house again. His efforts to help his wife in her time of need had been thwarted by some scrawny, flinty-toothed, fifteen-year-old peasant girl.

Chip wandered around his house for a half-hour more, surprised that all his pacing hadn't worn a trench around his cottage. He wanted to burst from impatience. Joanna's contractions had seemed to solidify into one large pain, judging by her cries, which only seemed to cease for the occasional breath. He wanted to be sure that she would not stay in this unbearable pain she seemed to be in. Also, he wanted to see his son. Chip was certain that his wife would give birth to a boy. He had felt that this would be from the start, in the convincing hope that all fathers-to-be feel during their wives' pregnancies that soon there would be a little boy, the spitting image of his father, running about the house. He had even had dreams about this son: a boy he would teach the family trade to, a boy who would make him proud, a boy who would someday be as good a baker as his father. Chip had even decided on a name for the son of his dreams. When the baby was born, he was going to tell Joanna that he wanted their child to be called Charles Junior. He would be a "Chip" off the old block. Chip paused and sat on a stone step in front of his door, happily engrossed in his reverie of the near future. He could almost see the images of himself and his expected Charles Junior wandering along the outskirts of the woods gathering firewood when a final shriek from Joanna shattered his thoughts. There was silence……and then, he could hear it! A baby crying! The baby was born! Chip heard his door being unbarred and the scrawny, flinty-toothed midwife's assistant dashed outside.

"Congratulations!" She cheerily told him. "You are a father! Your wife has just given birth to a healthy baby" -

She never finished the sentence. Chip had already bolted into the house. At last his wish had been granted! At last he had a child! At last, long last, he was going to see his son! Chip dashed through his kitchen, which also served as his shop, and burst through the door to the bedroom, where his wife and child were waiting.

"Where is he?" he shouted as he appeared in the doorway. "Where's my son?"

Joanna reclined on the bed, completely exhausted. She wore a long, flannel nightgown and her flame-red hair, which hung down to her waist instead of being bound up in a net as it usually was, was drenched in sweat. Despite this, however, she was glowing. In her arms she held a small, squirming bundle, wrapped up in a blanket; which she now looked up from to address her husband, staring at him hardly as she spoke.

"Don't you mean 'where is SHE, where's my DAUGHTER?" She laughed as her husband's face fell in surprise. "Come up and see her."

Bewildered, and slightly disappointed that he did not have a son, Chip slowly walked over to the bed and sat down next to his wife. The baby turned over in her wrapping at the noise of his footsteps. Joanna laughed again and turned towards her.

"Where are your manners, Little One? Your father wants to meet you. Why don't you look at him like a good girl?"

As if she had understood her mother, the child shifted herself to face Chip. As he leaned forward to look at her tiny face, any disappointment that the baker may have had that he had a daughter instead of a son was completely dissolved in his awe at the little thing. It looked exactly as if Joanna had given birth to an infant version of herself. The baby's soft skin was almost as white as the flour Chip used for baking. Patches of red hair grew in downy fluff all over her head. Her eyelids lifted themselves open, brown eyes were revealed. Chip almost couldn't breathe looking at her, she was so gorgeous. All he could say was "I suppose we won't be naming her 'Charles Junior', then."

"Most certainly not. Chip, we shall have to think of a very special name for this one. After all we've been through to get her, I mean." She lovingly gazed down at the child again and kissed her. "It was worth every year of childless agony we lived through, every strange object we searched for in those woods, to have this perfect little thing come into our lives."

Chip still couldn't focus on anything but the beauty of his offspring. "She's so beautiful," he murmured, awestruck. "She's the most beautiful thing I've ever seen. N-next to her mother, of course." He quickly added, not wanting to insult his wife after she gave birth, lest she become upset at him as many women easily become after they give birth.

Joanna, however, seemed to have not heard the last remark. "She is beautiful, isn't she?" She stroked the girl's soft, new hair. "Such a little beauty." She paused. "Beauty." She repeated it, testing the name out, judging the sound. "Beauty. Beauty, beauty, beauty."

"Joanna, what are you doing?"

"That's what we should call her. Beauty." Her husband looked at her strangely as she said this, as if she were mad. "Don't you see? She's such a beautiful little girl, isn't she? And it's beautiful in itself, the fact that we have lifted the spell on our house and that this baby is what we have to show for it. Listen to the sound of it. Beauty. Isn't it perfect? Doesn't it suit her well?"

Chip thought about this for a few minutes. "Hmmm. Beauty. Come here, Beauty. Beauty, put that down! Stay away from the witch next door, Beauty. This is my daughter, Beauty. Hey, you boys! Keep away from my Beauty! Beauty….. I like it." He turned to the infant, who was beginning to fall asleep. "What do you think, Little One? Would you like to be called 'Beauty?'"

The baby yawned. Chip grinned.

"I'll take that as a 'yes.' Beauty it shall be." Happily at peace with her new family and name, Beauty fell asleep as the previously childless baker and his wife shared a passionate kiss, ecstatic that their wish had been fulfilled.

For who could ever learn to love……. A Beast?

I have a pretty good idea who could! Reviews are always welcome! Flames will be used to make magic baked beans.