Sorry it's been such a VERY LONG TIME since I posted the first chapter. I had this chapter written, but I just got lazy.

He was gone again when she woke up. She remembered him singing her to sleep again the previous evening.

Abruptly, her stomach growled and she looked down. She should have asked Erik to bring her some food when he returned. If she had to eat seafood for the duration of her stay... It wasn't that she hated fish, it just didn't agree with her digestive system. Vomiting in the ocean wasn't ideal, not to mention impolite.

If she was a mermaid, the thought slowly occurred to her, she wouldn't be having this conundrum.

"I wish I was like him," she said wistfully, gazing down from her perch atop the boulder at the phosphorescent fish below.

She began to think aloud- Ariel always thought better when she talked to herself. Was it worth it, giving up her life on land?

"What would I give to live where you are? What would I pay to stay here beside you?" She stretched out one leg to dip a toe into the water. It was warm. "What would I do to see you smiling at me?" Ariel shook her head; she was being foolish. How would this ever come about? She admitted it out loud to herself. "I don't know when, I don't know how, but I know something's starting right now. Watch and you'll see," she instructed the empty cave, suddenly determined, "someday I'll be part of your world."

The words she'd said bounced back at her, echoing around the empty space. She had a strange sensation that what she'd just declared was about to come true.

Deep in her own secluded cave, Ursula started to cackle. So the human princess wanted to be one of them, did she? Well, she certainly knew a way to make that fantasy a reality.

She quickly made the necessary arrangements; she'd have to hurry if she wanted to get to the human before her archenemy, the Phantom, returned.

"Erik?" came a sugary-sweet voice from just outside the cave. Ariel craned her neck to see who the owner was. She was stunned to see the voice's owner had not the usual fishtail, but eight octopus tentacles.

Ariel moved to the back of the boulder where the octopus person wouldn't be able to see her. She couldn't be seen.

But she couldn't help creeping forward a bit when the sea inhabitant called her name.

"Ariel? Ariel, it's all right; I'm a friend of Erik's. I know you're here. You can come out."

The human princess peeked out from behind the rock. "Who are you?"

Ignoring her rudeness, the octo-person responded, "I am Ursula, the sea-witch."

Ariel's ears perked up. She crawled back atop the boulder. "Sea-witch?" What did that mean, exactly?

Ursula laughed quietly. This was going exactly the way she wanted it. The girl's curiosity would be her undoing. "Of course there is magic under the sea. I can make nearly anything happen." This wasn't her ego talking, for once; she truly was talented.

Feeling the beginning of an idea poking around her brain, Ariel asked, "Then you could turn me into a mermaid?"

"Certainly, dear child." Ursula paused. "It's what I do. It's what I live for – to help those poor, unfortunate people like yourself. Those with no one else to turn to." She shrugged, saying, "I'll admit that in the past I've been nasty. They're not kidding when they call me, well, a witch. But you'll find that nowadays, I've mended all my ways, repented, seen the light and made a switch – to this. And I fortunately know a little magic; it's a talent that I always have possessed. And dear lady, please don't laugh: I use it on behalf of the miserable, the lonely and depressed. Pathetic," she mumbled in an aside. "Poor unfortunate souls. In pain, in need. This one longing to be thinner, that one wants to get the girl and do I help them?" Ursula laughed a little. "Yes indeed. Poor unfortunate souls, so sad, so true. They come flocking to my cauldron, crying 'Spells, Ursula, please,' and I help them! Yes, I do."

The sea-witch shook her head sadly. "Now, it's happened once or twice: someone couldn't pay the price, and I'm afraid I had to rake them 'cross the coals. Yes, I've had the odd complaint, but on the whole, I've been a saint to those poor unfortunate souls." Ursula extended her hand. "Have we got a deal?"

Ariel bit her lip as she thought through the witch's offer. "If I become a mermaid, I'll never see my parents again."

"But you'll have your man." Ursula dangled the bait before the princess. "Life's full of tough choices, isn't it?" She laughed, sounding almost sinister for the first time since she'd arrive, then stopped when something dawned on her. "Oh! And there is one more thing: we haven't discussed the matter of payment."

Ariel was crestfallen. She had no idea what the sea people used as currency, and even if she did, how would she possibly obtain some? "I don't have any-"

"I'm not asking much," Ursula interrupted, "just a token, really, a trifle. What I want is... Erik's mask."

His mask? Erik would never relinquish that, the princess thought ruefully. She would never be able to persuade him to give it up. "That won't work. He'll never give it to me," she informed the sea-witch.

"Nonsense." Ursula waved off her concern. "I have faith in you. I'll give you three days as one of us, but if you want to stay a mermaid, you must bring me the mask. Come on, you poor unfortunate soul! Go ahead; make your choice! I'm a very busy woman and I haven't got all day. Poor unfortunate souls. It's sad, but true." The sea-witch watched with glee as the human sitting above her tried to make up her mind. She started in on her no-so-subtle convincing. "If you want to cross the bridge, my sweet, you've got to pay the toll. Take a gulp and take a breath and go ahead and sign the scroll!" Looking heavenward, Ursula muttered, "Thank you, Neptune, I got her boys. The boss is on a roll. You poor, unfortunate soul!" she finished loudly as Ariel reached for the golden scroll that had magically appeared in front of her and signed it.

It disappeared as soon as she wrote the last letter of her name; Ursula began an incantation. Ariel felt her legs being inexplicably drawn together and fusing. She didn't dare to look down, afraid the sight would make her sick. Covering her eyes with her hands, she refused to watch.

However grudgingly, Ursula had to admit the human was becoming one of the most beautiful mermaids she'd ever seen. Her legs – horrid, scrawny things that they were – were being coated with shimmering green scales that reminded the sea-witch of the shallow waters she so rarely got to see. The fin on the end of her tail was wide and strong, but delicate in appearance. Ursula snorted. The girl was still wearing her human clothes.

Ariel gasped, unable to inhale the air with her new gills. Instinctively, she dove headfirst into the water. She didn't even consider the water might not be deep enough for her to do so. All she knew was that she needed to breathe.

She took in a shuddering gulp of water and raised a hand to her neck to feel the liquid go out her gills as her lungs filled with air.

Ursula was waiting impatiently nearby. When the girl finally overcame her wonder, she reminded Ariel, "You have three days to bring me Erik's mask. After that, you'll have overstayed your welcome in the sea, and you will return to a human state."

"Only three?" Ariel tentatively flicked her tail, propelling herself forward. "That seems awfully-"

"If this is really what you want," the sea-witch interrupted, "you'll manage." Before Ariel could say anything, she unleashed a could of black ink. When it finally cleared, Ursula had vanished.

Unable to wait for Erik to return, Ariel – since she was able to now – decided she wanted to explore the merpeople's city.

I'd love it if you reviewed! And, to help me get the next chapter out sooner... please leave an idea of what song (from either The Phantom of the Opera or The Little Mermaid) you'd like to see in the next chapter. This might help me put together an idea of where I'm going with this.