Disclaimer: I don't own OUAT, etc.

AN: An alternative ending for season 3.

There was so much pain. More than when she had taken in the curse from the well to allow Emma and Snow to return to Storybrooke. Like fire and ice fighting through her veins, trying to escape through her skin. The world around her shattered and Regina watched fragments of the town swirl around her, drift through darkness and vanish. She closed her eyes and when they opened again she was lying on the floor, struggling to breathe.

Thick, heavy fabric slid over the floor past her head.

"I'm very disappointed in you Regina."

Regina didn't bother trying to move, even if her body was able to – and after the backlash from her spell she wasn't sure it could – her mother's anger made her instinctively want to keep her eyes closed and her body still. She'd done something everyone thought impossible. Even the Dark One hadn't believed it would work. She'd had to do it, to save her family, and any pain was worth it.

"How could you fail? The Dark One himself foretold you would cast the curse."

Regina smiled in her mind. She hadn't failed. The curse had worked, Storybrooke had been real, she'd seen Emma and Henry there and then she'd undone the curse. Taken back all the darkness into herself, reversed time and made it so none of it had ever happened.

Rumple had promised her Henry would still be born, that she'd get to see her son again, if it worked. Even at the last he'd expected her to fail, but she hadn't. Now they all had a chance.

The floor was cold against her face, but her mother lifted her with magic and sent her flying backwards into a wall. When she could see again, she found her mother's face just inches from her own. Cora's mouth was moving, but all Regina could hear was a high-pitched buzzing sound. Her mother moved away, and her father came into view.

Regina felt tears brimming in her eyes at the sight of him again. He was speaking to her now, but she shook her head and tried to explain that she couldn't hear. There was so much she wanted to tell him.

"… foolish… Snow White."

Her mother's words broke through as the buzzing faded and Regina took a deep breath. Henry Snr stepped out of the way and turned to look at a mirror across the room.

"Look at her, Regina," Cora pointed to the mirror. "She doesn't realise you've failed, and because she refuses to give up hope she's still planning a way to save her child."

Regina took another breath, and tried to smile as she watched Snow pass baby Emma to Charming. Without her army there to attack the castle, they wouldn't need to send her away. Emma would have a chance to grow up with her family, and she would be safe.

Cora laughed, seeing the light shining in her daughter's eyes, "you're both wrong."

With a wave of her hand, Cora transported them to Snow White's castle. Once there she summoned a handful of Regina's guards and sent them to attack the royal family.

"Mother, you don't have to do this," Regina struggled against the invisible ropes binding her arms to her side.

"I promised on the day you were born that you would be Queen."

"I never wanted to rule."

"You will this time. I'm giving you a second chance Regina. You really should be more grateful."

Charming came into view, battling soldiers dressed in black armour. Cora followed him into the room containing the magical wardrobe, with Regina trailing helplessly behind. The second he placed Emma inside, before he closed the door, she blasted him with her magic and sent the soldiers away. She removed the princess from the wardrobe, knowing the Blue Fairy would be able to tell if all the magic was gone, and used her magic to send Emma to a safe location where she could collect her later.

"And now for you, my daughter. Can you guess yet what your punishment will be?"

"You're sending me to the land without magic?"

Cora tutted, and shook her head, "how would that make you Queen? Think Regina."

"You're going to use the magic of the wardrobe somehow?"

"Where did I go wrong? I found you the best tutors, encouraged you to study and yet… further failure."

Regina wanted to tell her mother that she wasn't a failure, that taking back the curse proved she was stronger and better than Cora, but didn't dare.

"What are you going to do?"

"I'm going to make you Queen. You will replace Emma and when you are old enough I will remove the Charmings for you."

"Even if you send me to the future, they'll know who I am. They'll recognise me."

Cora laughed, "You're not going to the future, except by the long way around, and I am going to replace everyone's memories of your appearance."

"You're going to turn me into a baby?"

"Finally, a sign that you're my daughter!"

Regina closed her eyes, gathering her most important memories. The darkness was still there, it fought her attempt to use what it saw as light magic. She had to hide the pain from her mother, but her first intention to simply lock away a few important memories wouldn't work until she knew what her mother intended to do about them. Regina opened her eyes and looked desperately around. What would remain in the castle, close at hand, for her to come in contact with again? An object to store the memories, one her mother wouldn't notice. She spotted Charming's sword, laying next to where he had fallen. Perhaps he would want to give his daughter lessons in fighting, just one touch and she would have her memories – all of them and not just the few she had intended to lock away.

"Now to say goodbye," Cora was still speaking, though Regina hadn't noticed.

She was out of time. As her mother began her own spell, Regina took a firm grip of her own magic and sent her memories towards the sword praying she would succeed.