A/N: This is the end! AU as of the Season 2 Finale. If you're anything like me, you'll probably be glad. Thanks so much for sticking with me-you'd think a 5-chapter story would take less time! As always, your readership and feedback are much appreciated!

Several months pass before Regina is able to make her way discretely back to the basement of what will soon be a functional library. She would have come sooner—she wanted to—but too many things keep happening. To say her world is falling apart would be a vast understatement. Her world is exploding into tiny, irretrievable pieces, and all Regina can do is to chase madly after them only to find they are already long gone.

But she has magic now. She can transport herself to her old friend's final resting place without the use of the two-person elevator, and she can be alone for a few minutes to mourn one of countless losses.

Maleficent's dragon form, a magnificent creation if Regina has ever seen one, lies in small, rotting scraps of charred, bloody scales, strewn all over the cavernous basement. The sight makes Regina ill, and she collapses to her knees before a pile of them, hands shaking.

"I am so sorry," she whispers.

Fucking Rumpelstiltskin. This is his fault. He knew damn well Emma was going to break the curse some other way. He wanted the potion to bring magic here. He'd conspired over three decades to kill Regina's only remaining friend to suit his own whim.

Maleficent could have survived. When the curse was broken, she would have returned to her human form. She would have been furious with Regina. She would have plotted some big, complicated revenge against her. She would have been all sneering looks and biting words, but underneath that, she wouldn't have truly wished Regina any harm, which would have been a welcome change from everyone else in this world or any other.

She would have been very angry, Regina knows, yet a part of her wonders whether, upon seeing Regina's dire circumstances, she might put aside her vengeful thoughts, just for the moment, and be Regina's one and only friend and ally once more.

She supposes it doesn't matter now.

Maleficent is dead. Regina sent Emma Swan after her, knowing full well she'd have to slay her to get what Rumpel wanted. She'd believed she was sacrificing her friend for her son, a permanently damaged, broken relationship for one which still held hope. But that was not the case. Regina had been tricked into sacrificing Maleficent for magic.


Regina whips her head around, tears still streaming down her cheeks, to see none other than the Saviour, herself.

"What the hell are you doing here?" she snaps, quickly getting to her feet.

"I, uh…" Emma tucks her thumbs into her pockets, a nervous habit Regina has seen only a few times before. "David…wants his sword…"

"So you, what, scaled the elevator shaft like a wild animal?" Regina sneers.

Emma shrugs amiably, which only irritates Regina further.

"Well, I suggest you shinny right back up where you came from, Ms. Swan. You've done enough damage already."

She's hoping for a fight. She needs something else to focus her attentions on so she'll stop crying in front of Emma Swan, of all people.

But Emma remains calm. Her brow furrows slightly. "What happened to that friend you mentioned? You know, before you sent me down here to slay a freaking dragon."

Regina makes her best effort to glare so hard at Emma that she changes her mind about so openly ignoring Regina's order to leave, but her stern expression slowly twists into a wracking sob and she turns away to hide her face.

"Oh, God," says Emma.

"Get out of here!"

"Your friend was the dragon?"

Another strangled sob. Emma puts her hand on Regina's shoulder and Regina shrugs it violently away. They stand in silence for several minutes while Regina regains control of herself. Finally, Emma speaks again. "Who was he?"

Regina squeezes her eyes closed, trying in vain to block out the fragments of dragon skin littered about the floor beneath her feet. "Her name was Maleficent."

"Like, from Sleeping Beauty?"

A half-sob, half-laugh escapes from her throat. "She wouldn't like to hear you say that."

A long silence. "I'm sorry."

"So am I."

"The magic potion..." says Emma slowly, "The thing that was in her stomach...what happened to it?"

"I imagined you'd have guessed by now, Sheriff."

"There's been kind of a lot going on."

"I hadn't noticed."

"Fine, then. I didn't really think about it. Sorry."

Regina bites her lip to subdue another string of unpleasant responses. This is Emma. This isn't Maleficent. Maleficent would never give in so easily. "Gold used the potion to bring magic to this land."

"So..." Emma begins slowly, "he was never going to use it to break the curse, huh?"

"I'd say that's a fair assumption."

"What did he have against...y' know, Maleficent? God, this is crazy. Everything I say now sounds so..." Emma trails off. Regina thinks she's gained enough control over her emotions to turn around and face her.

"Do you know how I learned magic, Ms. Swan?"

Emma shakes her head. "I guessed..."

"You guessed it was from my mother," says Regina before she can finish. "I hated magic. All throughout my childhood, my mother used magic to frighten me into obeying her. I wouldn't have anything to do with it until I met Rumpelstiltskin."

"He taught you magic?"

"As he also taught my mother, and many like her," Regina continues, but her voice has become flat and emotionless. The story is old to her now. She's thought it through a thousand times or more, though she's never spoken the words aloud. "It's taken me the better part of three decades to figure it out, but he was looking for someone desperate enough to cast this curse."

"So...are you saying he also taught Maleficent magic?"

Regina shakes her head. "She was a member of the fae. She was born with magic."

"But he was still hoping she would...what, cast the curse?" Emma shakes her head again. The words are foreign on her tongue. Evidently she is still having a hard time believing this is real. Regina wishes she understood the feeling.

"It would have been my fault if she had," says Regina with a sigh. "Shortly after Rumpelstiltskin gave me the curse, I begged Maleficent to take it away from me so that I wouldn't cast it."

"But she didn't?"

"Oh, she did. And she fought valiantly to keep me from getting it back."

"Fought? I'm sorry, this is still a lot to..."

"In a land with magic, Ms. Swan, people fight with different kinds of weapons," says Regina by way of explanation. "It won't surprise you to learn that I fought dirty to win."

Emma is quiet for a minute. She squeezes her eyes closed before speaking again. "You said her punishment was different from everyone else's...what did you mean, exactly?"

Regina turns away abruptly as another wave of emotion hits her, and again she surveys the shattered remains of her old friend. "She knew who she was. She remembered everything, right up until the end. Maleficent was never anything other than herself. What the Curse took from her, what she prized above all else, was her humanity."

There is a long silence. When Emma places her hand on Regina's shoulder a second time, Regina doesn't pull away.

"What was she like?"

"Cold," Regina replies first, a smile tugging at her lips. "Calculating. Terrifyingly clever." She bites her lip. "Funny. A good listener. Very loyal."

Emma doesn't say anything.

Regina decides to continue, voicing a thought which has weighed on her mind for thirty years. "I thought that her warm heart, the way she secretly loved people so desperately, was her greatest weakness. She cared for me, and I used it against her whenever I could." Regina swallows back another surge of tears. "But she never tried to hurt me back," she says, the last word catching in her throat. "Her love was her greatest strength."

"I thought Maleficent wasn't supposed to understand love or something."

Regina begins to cry again. "And everyone else understands love so perfectly?" she snaps, backing away from Emma. "Do you and your darling new family go around spreading good will wherever you deign to grace with your holy presence?"

Emma looks slightly stricken, and Regina feels a small thrill of satisfaction.

"Maleficent knew how to love better than most people I've encountered in my lifetime," says Regina more calmly. "Perhaps that tells you a great deal about the people I know. Perhaps ours wasn't a love like those two idiots I've spent a lifetime trying to keep apart. It couldn't look past who we were. It couldn't save us from ourselves. It certainly couldn't break any curses. But that doesn't make it any less real or any less important."

"Of course it doesn't," Emma replies immediately. "I'm sorry. I didn't mean to imply that."

Regina doesn't want to respond. She does her best to glower at Emma through her tears, but her heart isn't in it. She has seen countless people die-many, many of them by her hands. Too many to name. Yet, few of them haunt her. Daniel. Her father. Graham. Her mother. It isn't easy to touch a heart as dreadfully blackened as Regina's has become. She keenly recalls seeing it, glowing like a hot coal in Maleficent's long-fingered hand. There is no hope left for me, she thought, and she hoped against all reason that Maleficent might do her the kindness of killing her on the spot.

Now Regina will only see Maleficent's face the way she sees the faces of the others who managed to care for her in spite of her wickedness. Oh, how they suffered for their affection! Not a day will ever pass when Regina won't see their faces, hovering just beyond her field of vision, weaving in and out of her dreams until they become nightmares.

"You...might wanna get back up there, whenever you feel up to it," says Emma after a long and awkward silence. "Mayor Nolan is kind of the worst idea ever."

"No one wants me to be in charge of anything," Regina replies absently. "The citizens of Storybrooke and I have that in common. I never wanted power."

She recalls the hours she spent sobbing into Maleficent's shoulder about everything and nothing. She recalls Maleficent's initial confusion and awkwardness regarding her outbursts of emotion, but these things seem all the more endearing to her in light of what Maleficent eventually did, which was to accept them without protest. Perhaps, she muses, it is easy for some people to find such friends. But Regina has never known another.

"I...think they might have softened to the idea, actually."

Regina doesn't respond. She's barely even listening.

"At this point, you could seriously just start doing your old job and no one would complain."

A long silence follows. The cavernous basement of the library is deadly silent, but Regina is lost in a memory, and in her mind, she hears the muted crashing of waves against a rocky cliffside, at once stormy and soothing, as treacherous as they are invigourating.


For a seemingly endless stretch of time, Regina's life has felt like one long downward spiral, filled with rage and misery. Occasionally this tragic spiral has been broken by a moment...not precisely of happiness, but of something remarkably close-infinitesimal, transient, yet so crystal clear in its contrast to the rest of her life that she remembers these moments far more clearly than all the countless others filled with death and agony and a hopelessness that threatens to suffocate her.

When Regina turns to look at Emma, it is because she hears a different voice speaking her name, calling her to attention. She blinks a couple of times before the image of what is really in front of her comes back into focus, and she heaves a small, imperceptible sigh.

"Take the sword," she says, gesturing limply towards it. She watches Emma tiptoe gingerly through her old friend's remains and her stomach lurches. "You might need it."

Regina continues to stare at the scattered bits of scaly skin, fighting down the urge to vomit, until Emma passes her, murder weapon in tow, and says, "Are you coming or not?"

A part of Regina vehemently protests. She is not your friend, it reminds her coldly, and she is certainly not Maleficent. She killed your friend. Stay here and drown in your memories. That's what you do best, anyway.

But the more sensible part of her argues that what's done is done. There is work to be done, and a vastly different kind of vengeance to be had from that which once consumed her every thought.

Goodbye, old friend, she thinks, and swallows her tears. She turns to Emma and offers her hand. Emma glances down at it skeptically, but ultimately decides to take it. Regina transports them magically back to the ground level of the library.

These moments have passed, she tells herself firmly.

All that is left is to move forward.