Once Upon A Time

A kingdom built on mountain high

Lifted its turrets flecked with gold

Into a sapphire sky

Land of Enchantment, this domain

But ruled by a Queen - -

Black hearted and vain…

- Walt Disney, Snow White, 1937

A strange group of ten travellers stood on a narrow patch of grass, shoulder by shoulder like tin soldiers in a line, looking at the ominous state of the Enchanted Forest.

Behind them were the tall and craggy cliffs that fell sharply into the dark ocean, crashing white crested waves upon the rocks. The sky was an unfriendly shade of grey, and a sharp breeze from the waters chilled each of them through to their bones. Before them was a deep and unsettling darkness, that fell over the land and dyed it blacker than a moonless night.

The edge of this darkness stood before them as smooth and undeniable as a marble wall, and they themselves all stood as far back from it as they could manage. Some of them might have dared closer, being no strangers to bravery or recklessness, but the darkness had a nasty habit of snapping with slender bolts of green lightning every now and then.

"The Enchanted Forest has been crushed underneath a giant's shadow," The Eternal Boy declared, and crossed his arms on his chest, "It's very sad, but there's nothing we can do about it. Maybe the giant will come back for his shadow - since it's very difficult to live without one - and then the people inside might be saved. But it seems to be none of my own business, nor the business of my men."

The boy was tall and lean for his age, with a sharp freckled face and mischief in his eyes. He wore a jerkin and shoes made of thick leaves, as tough and supple as leather, and an iron sword hung in a scabbard at his hip. Beside him, a tiny orb of pale light hovered at his ear. In its centre was a lady of extraordinary loveliness and disagreeable temperament, who was known to indulge the boy under most circumstances. And likely she would have stated her agreement in her silver-bell voice and left along with him, were it not for the fact that most of her kin lived within the Fairy Realms of the Enchanted Forest. When he noticed her silence, the boy turned to her with a puzzled expression.

She simply shook her head, and in doing so, caused her light to flicker a bit.

"What a terrible shame!" Cried the little White Rabbit, who stood at the far end of the line, "I shall have to tell the Queen. She has always liked the stories of this place, and now she's sure to have someone's head for this! Oh dear! I only hope that it won't be mine!"

"Why should she have your head?" Asked the Lion who stood on the other furthest end, "You're only a very small creature, and could do nothing against a problem so large…"

"That's hardly the point!" The rabbit replied, "Oh dear, oh dear, oh dear! All the Enchanted Forest crushed! Think of the trouble I'll be in!"

"Hardly seems fair." The Lion mumbled, shaking his large head and soft golden mane.

"All discussions of tyranny aside," said the Man in Black, who stood on the boy's side opposite the fairy, "Whatever this strange blight is, it is not a giant's shadow. In the slightest."

He was a dashing figure, with a wave of blond hair and a thin moustache. He wore leather gauntlets and boots, a loose shirt and pants that were all, as suggested, a very deep black. The others were not at all certain what to make of him, since it was rare to see a man of Florin so far from home.

"How would you know?" The Eternal Boy scoffed at him angrily, "I happen to be an expert on the subject of shadows! And they are very tricky, deceitful things!"

"Ah," The Man in Black replied, "But I happen to be an expert on the subject of giants - been friends with one for years - and I can tell you, for a fact, that a giant's shadow could never be this geographically dominant. Nor could it crackle with unnatural lightning."

"Why should anybody trust you?" The boy demanded, "You look to be a pirate."

"And if I am, or have been one?"

"Then I'll cut you up into bits and feed you to the Crocodile!" With that the boy drew his sword and pointed the tip at the Man in Black's heart.

There was a flash of steel, and a loud clatter. The iron sword flew from the boy's hand and landed on the grass with a thud. A rapier rested almost languidly in the Man in Black's left hand, as though it had always been there.

"Whatever pirates you've fought before were certainly not as skilled as I am," Said the man to the boy, speaking quickly in chastising tones, "So unless you care to discover what life is like with only one ear, I suggest you learn to mind your elders."

It was while this was happening that the snake came to his senses. He had thus far been listening only half-heartedly, for he had been wondering if he would get into trouble with the others if he ate the White Rabbit. He was a very large snake, being thirty feet long, and the journey from his homeland to this highly unpleasant place had been too much for him. He was hungry. But the rabbit was wearing a waistcoat, and had a small golden watch; and though the others might not begrudge him a snack of a normal rabbit, they might not approve of his eating anything that dressed like a man. Besides which, the cold winds made him sluggish and he probably would not have been able to strike quickly enough. So his mind turned to the matters that were more urgently at hand.

"Crocodile?" He said softly to his companion, "What is this talk of a crocodile?"

Next to him, the panther narrowed his gold-green eyes, and twitched his whiskers, and said in a voice as soft as wild honey:

"They are merely fools. They talk of things that are not here, and challenge one another without reason. It is the way of Man."

"Shall I eat the large one?" The snake slowly rolled his head until he was facing the Man in Black's back.

"Later, if thou must," The panther replied, "But for now we must concentrate on this… nightfall."

"Ah! If only Mang the Bat had not been so fearful of the journey! We might know better what is within!"

"What troubles me is not what is within, brother, but that the condition does not spread without. I smell upon it that it is most definitely the doing of Magic, and it may be a sickness of some kind," Said the panther, "Go towards the edge with me, but watch thyself, and we shall see if there is more to know."

As the Man in Black and the Eternal Boy continued their bickering, the panther and the snake slowly crept and slithered towards the very edge of the anomaly. Unwinding his thick coils, the snake was almost long enough to lie across the whole of the strange border. The muscles in his stomach, which were tuned to feel the slightest vibrations of the ground around him, felt a strange rhythmic pulsing. Like the hearts of a thousand sleeping creatures beating as one.

The girl from the Patchwork Lands, standing with the Lion, the Scarecrow and the Tin Woodsman, watched the creatures with curious eyes.

"Please stop fighting!" The Scarecrow was begging of the boy and the man, as the argument raged on. The boy had agreed to a truce, but when the man had lowered his sword, he kicked him in the shin.

"Is it… a storm?" The Tin Woodsman asked. He was used to the sometimes unnatural darkness that fell upon the woodlands throughout the world, and had always presumed the Enchanted Forest to be prone to strange and heavy shadows. But this was unlike anything he was expecting.

"No, I don't think so," The girl shook her head, "It looks like the dark clouds that used to appear sometimes above the Winkie Country."

She was a young woman of nearly twenty, with brown hair and softly pretty features. She wore a blue and white dress, and on her feet was a pair of shining silver shoes. She had been so quiet when her party arrived that the others hardly noticed her among the three more colourful members of her group. Looking at the tremendous darkness before her was making her feel uneasy, because in her heart she'd known what it was since she'd first looked upon it. The only thing it could be. But it was so horrible, it seemed impossible.

"No," The Tin Woodsman shook his head, "There isn't a witch who could make such a curse. It's too big."

"You think all of this is one curse?" The Lion balked, "Oh no! No, no. Let's go back to the boat, because… this is… if it's true I don't want to meet the witch responsible! It would have to be a very, very wicked witch! And the wicked ones always hate us!"

"Yes, but if it's spreading we have to fight it now. Before it gets any bigger."

The Lion let out a tremendous, mournful roar that caused all eyes to fall on him.

"Whatever is the matter?" The Scarecrow asked, his attention pulled back from the argument.

"It's likely a witch's curse," The Tin Woodsman said, nodding towards the anomaly, "Lion's upset, because he thinks we'll have to fight the witch responsible."

"Oh." The Scarecrow nodded, "But a curse of this size? I've never heard of witch so powerful, so wicked, or so deeply lost in spirit."

"There's nothing else it could be." The girl said sadly.

"A witch's curse?" The Eternal Boy stuck his tongue out merrily, "Is that all it is? Then it's no trouble of mine."

"Unless it spreads to the Neverlands." The girl told him, and the smile fell away from his face at once.

"How far could it reach, if it were to spread?" The Man in Black asked, "And what exactly is this curse doing to the people caught inside of it?"

While the girl was giving her theories to the man, the panther sauntered over to the Lion and began speaking to him in the language of cats:

"Troubles, brother?"

"Many." The Lion replied glumly, "What do you and the snake see that I cannot?"

"The snake sees little - he has poor eyesight - but he tells me that there is life within the darkness, and that the darkness will soon grow outward. But the eyes of the night are my own. And within, I see the shapes of the huts with peaked roofs but no movement. These winds that strike upon thy back and tousle thy mane do not rustle the trees with in, nor stir the grass upon the shadowed ground. Life is there, tells the snake; but no life, tell my senses."

"That is the nature of all magic. To be and not be many things at once. I will tell my Friend what you have said, and she may know something more." The Lion nodded.

The panther kept his disapproval at the Lion's tamed nature to himself while he waited, since it wouldn't do him any good to pick a fight just then. But he didn't care for it in the least.

"Goodness!" The girl gasped once the Lion had brought her up to speed, "Then it must be stopped before it gets further than the Enchanted Forest! Does the snake know how quickly it's growing?"

"I could ask." The Lion nodded, and went about having another conversation with the panther.

"It almost doesn't matter," The Scarecrow said mournfully, "If we can't stop it, sooner or later we'll all be caught inside of it."

The fairy light bobbed up and down frantically, and rang with equal fervour. Nobody could understand what she was saying except the Eternal Boy, who translated for her:

"Would somebody be safe in the sky?"

"I doubt it," The Scarecrow shook his head, "I can't see the top of the shadow at all - I think it goes well above the clouds."

"Oh dear!" Cried the rabbit, "What awful, awful news I shall have to report! Is there anything to be done?"

"Yes," Said the Man in Black, turning to the girl, "You seemed surprisingly well-versed on this subject. Can we destroy it?"

"All curses can be broken," The girl said thoughtfully, "But with one this large, I'm afraid we might have no choice but to kill the witch responsible. And she will be at it's center."

"And to kill her?" The Man in Black asked.

"Every witch has a weakness," The Tin Woodsman supplied, "Some are easier to find than others."

"It grows slightly with each heartbeat inside of it," The Lion announced suddenly, having been unaware of the conversation that had come about while he conversed with the panther, "The snake believes that we have until the end of the day before there is no more room to stand on this cliff."

"How terrible," The rabbit said, "Now I shall have to tell the queen we are doomed as well. Look well upon my head, new friends, for this will be the last time you see it attached to a rabbit."

"Poor little rabbit…" The Lion said sympathetically.

"I have no choice but to go inside and kill the witch," The girl announced, "Please excuse me. I'll certainly try to be as quick as possible."

"That is a very admirable ambition, however…" The Man in Black began, as tactfully as he could.

"You're not strong enough!" The Eternal Boy ruined it, "You don't even have a sword."

"It would be foolish of you, out of all of us, to go alone." The man tried to undo the damage.

"I have experience with witches, and I have an enchanted mark upon my forehead and these slippers. Both of which will be much more valuable than your swords, and may even protect me from being affected by the curse." The girl informed them.

"You also have a Tin Woodsman, a Lion, and a Scarecrow." The Tin Woodsman said.

"Yes, but you can't come with me," She said, smiling sadly at her friends, "You must return home, to warn them of the curse in case I fail, and to help them prepare in case I take too long. They look to you as symbols, and they will need your strength, your wisdom and your courage to see them through. And I will not tolerate any argument on the subject. Besides, one of you must look after Toto - he loves you all so very much, and he won't understand what has happened to me."

She kissed the Tin Woodsman's cold cheek, and hugged the Scarecrow's straw body, petted the Lion's golden mane, and then turned towards the darkness.

"This is ridiculous," The Man in Black observed, "You're going to let her go in there, by herself, to fight something so powerful that we're not even certain how to destroy it? One of you is a lion. Lions maul things to death by necessity."

"I am a very cowardly Lion…" The Lion remorsefully informed him.

"She's right about the three of us being needed in our Realm," The Scarecrow tried to explain, "And she really is the only one among us who could destroy a witch alone. We are sad to leave her, but there's no other choice for us."

"I'll go, too." The Eternal Boy decided, and his fairy made a sudden burst of noise, "And Tink as well. Both of us will help."

"I'm not sure if that's a very good idea." The girl shook her head.

"I'm going to go into that curse and I shall kill that witch, and all the Enchanted Forest will remember the name Pan," The boy said with grim determination, "And if I go in with you, or if I go in without you isn't at all important to me."

The girl saw on his face that there would be no talking him out of it, and she knew that at the very least he would be much safer if he stayed near to her and her shoes. So she reluctantly nodded at him, and he made his way over to stand with her.

She took his hand gently, in the way an older sister would, and the three of them - boy, fairy and girl - were about to step into the darkness, when the Man in Black called out:


The girl looked at him over her shoulder.


"Damn it. Damn," He shook his head, "I wouldn't be able to live with myself if you perish on your quest, knowing that I could have done something to prevent the curse from consuming the world. Listen, I am a very accomplished fellow. A man of action. What little aid I can lend in this matter, I offer to you. I wish to come along, but first I need a word with your Scarecrow."

"If it's alright with him." The girl replied, slightly bewildered. The Scarecrow nodded, looking equally confused by the sudden turn of events.

"Scarecrow," The Man in Black said, taking him by the shoulder and leading him a little ways from the group, "I ask you to go to the ship with the black sails at the bottom of the cliffs. There you will find a dark haired man who is calling himself Roberts. Tell him all that has happened here, and to move the ship as fast and far as she will allow in these waters; whatever direction the wind will take him in. Then ask to speak with a lady…"

He moved the conversation far away enough that no one else could hear the rest of his instructions. He looked to be sorting his words out very carefully, and the Scarecrow was smiling and nodding as he committed them to his capable memory.

"What is happening?" The panther asked the Lion.

"Dorothy is going into the darkness, and the boy and the little creature in the light are going with her. So is the pirate, but he needs to tell the Scarecrow something important first. They must kill the witch in order to stop the darkness from stretching over all the world."

"And? Thou shall not go alongside them, and tear at the witch with thy claws? Few finer hunters are there than we, my brother…"

"True, but I do not know if I have the power to kill this witch, and I am needed in the Patchwork Lands."

"I see," The panther said, thinking that the place the Lion spoke of must be where they kept his collar and cage, "Then I shall go, and guide them with my keener senses, for it is in the interests of all that this witch be done with. I do not trust these Men to do so, for they may find sympathy for their kind once within. Nor do I have faith that they could find their way in such heavy nightfall without eyes such as mine, being weak of vision as well as purpose."

"I would be grateful if you could keep them from harm." The Lion requested humbly, bowing his head. He was not as the panther had ever suspected a lion would be, but then he quickly reminded himself that this one had been tamed and weakened. He nodded, and walked to where the snake rested in his coil.

"Kaa," He said, "We go to slay they who cause the darkness, so that they do not destroy all within the Jungle. Come."

"I cannot," The snake replied, "I grow weaker here from the cold, and need to return to where there is sun and warmth or I shall die. Perhaps I will sneak aboard a ship and eat those who will not be missed… Which passes closest to home?"

"Wait here." The panther said, and returned to speak to the Lion once more.

Beneath him, the snake could feel the pulsing of the heartbeats grow louder, and he began to fear it.

"Go along with this lion, brother. He shall take thee on his ship, feed thee meat and return thee to our Jungle. Do not eat any of those aboard, or thou will be cast into the cold waters to freeze to death. The lion speaks no tongue but that of the cats, and he will not hear thy justifications any more than a Man might."

"I thank thee for making arrangements on my behalf, Bagheera. Endeavour not to be destroyed within the nightfall."

"I shall." The panther said, and soundlessly took his place beside the girl and the boy.

"Is the panther coming?" The Man in Black asked, walking back from his chat with the Scarecrow, "Wonderful."

"Wait! Wait!" The White Rabbit called, bounding up to stand alongside them, "I wish to come and see if there is anything to be reported to my Queen. Perhaps I shall find good news inside and prevent my own beheading before she even tells the executioner!"

"Fine." The girl sighed, at this point realizing that she was never going to be one destined to face danger alone, and that there was probably no talking anyone out of coming along if they weren't the kind of people who listened to sense.

"Ride upon my back, little one," The panther said to the rabbit, "You will not slow us down so much."

"I… ahem… that is…" The rabbit stammered, "I'm fine on this side. Thank you ever so much for the offer. I'm fairly quick."

"Very well."

With a deep and determined breath, the girl stepped into the curse.

The others followed immediately.

A/N: This is the first writing I've done in awhile, and I'm pretty nervous. It's also the longest story I've worked on so far. For those of you who might be wondering, it runs along the same timeline as the series, and it's supposed to be more of a companion piece to the show than anything else.

Expect upcoming cameo appearances from pretty much everybody (yes, of course Mr. Gold, fangirlies,) and tons of episode references and tie-ins. I know it can be hard to get involved in an OC-focused story, so thank you very much for making it this far; I hope you enjoyed this chapter enough to keep reading more.

And remember, good witches and sassy fairies always leave reviews! ^_^