A/N: Thank you nookiepoweredamazon for the beta reading and support, and all you lovely readers for not giving up on this fic for dead. 3

Up was down, down was up, and the world spun uncontrollably for several terrifying moments.

Rose clung to Maleficent's hand for dear life, feeling as though she might fly away into the void if she let go, until the green light that had engulfed her vision faded back to reveal the material world.

"It gets better with experience," came Maleficent's voice from somewhere above her. It was only then that Rose became aware that she had fallen to her knees, sharp stones on the ground digging uncomfortably against her through the fabric of her dress.

"I do hope so," Rose managed to say. She stood again with Maleficent's help and, having no further excuses to hold on, reluctantly let go of her hand. Frigid winds whipped around them, stinging Rose's cheeks and making her shiver as she looked around at where they had transported to.

They were standing on a ledge high up on the face of a steep mountain, at the top of a winding trail. Moonlight cast an eerie, blue-white glow over the rocky outcroppings of a barren valley far below, which stretched miles across and as far into the distance as the eye could see.

"The Valley of Ash," said Maleficent, gesturing with an outstretched arm. "Formerly known, not so long ago — not even by your human standards — as the Onyx Kingdom."

Rose gazed out at the empty wasteland in confusion. "A kingdom?" she asked. "Here?"

"Yes."

"But I don't understand," said a very bewildered Rose. "How does an entire kingdom simply… vanish?"

Maleficent brought forth her scepter and as she swirled her fingers around the crystal ball, the air around it danced and wavered. "Behold," she said, voice slipping into a deeper register, smooth and hypnotic, "the Onyx Kingdom. And in yonder vale, living for many generations, its royal family and subjects."

Before Rose's eyes, a colorful scene unfolded from within the scepter — it seemed to expand, or was Rose being drawn in? — until it filled her perception entirely. The sun shone in a bright blue sky over the valley now green with trees and pastures, and there, built atop the foothills of a mountain, stood a solid stone castle, pennants of banded red and black flapping in the wind. Beneath the castle and protected by sturdy wooden walls was a large, bustling town that sprawled across the valley floor.

"But see the folly of men," came Maleficent's voice from everywhere and nowhere. "Their king Leon, who dreamed of conquest, has marched upon his northern neighbors."

Rose let out a gasp as she felt a tugging sensation and the world around her blurred, as though flying forward at great speed, then descended and coalesced into the chaos of a village in flames. Soldiers wearing colors of the Onyx Kingdom swept through on horseback, killing and plundering.

"The king thought himself unstoppable. And well he might have been, but for the maneuverings of one man. Your father."

A billow of smoke obscured Rose's sight, and when it cleared, there stood in a great hall of stone a finely dressed young man, dark-haired and slender.

"Prince Stefan of the Pearl Kingdom, wishing to make a name for himself at any cost, had an heirloom to barter."

The prince — this stranger who would become the father she'd never known — looked no older than the boy Rose had met in the woods the day she ran away. He paced the hall impatiently, and every now and then pulled a black pendant on a silver chain out from his pocket as if to check on it.

"The Arthion Pendant."

"The one in your study!" Rose blurted, and clapped a hand over her mouth.

"Yes." The vision wobbled around the edges as Maleficent added tersely, "Do try to refrain from interrupting."

Before Rose could whisper an apology, a bright flash filled the hall and Maleficent herself materialized in green flames, causing Prince Stefan to startle. Rose swallowed hard and watched with rapt attention.

"Your father, in secrecy, sought me out to make a deal." The young prince, having regained his composure, strode towards Maleficent and spoke with her. "In exchange for an artifact most powerful, passed down through generations of his family, he wished for me to aid in his battles against the Onyx Kingdom and ensure his victory in the war. It would not do, of course, for a human prince to be known for dealing with evil forces. And so a little misfortune–"

The great hall vanished, and in its place appeared the campgrounds of King Leon's army, battered by a torrential downpour as men scrambled after horses fleeing in terror from lightning strikes.

"–misdirection–"

The storm subsided and Rose once again flew through the sky, coming to a stop over the trees of a forest. Two birds — one grey, one black — scuffled mid-air and fell below the foliage with a squawk. Rose descended through the treetops in time to see Diablo remove a tiny scroll of paper from a pigeon lying stunned on a branch, then replace it with a different scroll.

"–and misery–"

A glimpse of Onyx Kingdom soldiers laid low with illness, bloodsucking insects flying incessantly among their ranks.

"–tipped battles in our hero's favor, all with nobody the wiser."

Prince Stefan sat astride a war horse, flanked by his royal guard at the crest of a hill, as his troops ambushed a contingent of the invading army and sent them into a retreat, outmatched and demoralized.

"But this was not enough for the valiant prince's ambitions." Maleficent's voice took on a sharper edge and the vision went black. Dread gathered in Rose's stomach. What more could he have wished for?

"Perhaps more than winning battles, he wished to win a kingdom. Perhaps he grew impatient, or thought highly of his own cleverness." As if through a fog, Rose saw the shadow of her father handing over the pendant to a stocky figure in heavy robes. "For reasons known only to himself, Prince Stefan broke his first bargain and struck a second — with one Master Doloro."

Both figures disappeared and a deep rumbling overtook Rose's senses, shaking her very bones, steadily growing louder and louder until—

The darkness exploded in bright orange and golden flames. Rose opened her mouth to scream but found herself choking on air suddenly thick with smoke and ash. Panic gripped her like a vise. Eyes watering, lungs burning, she stumbled about helplessly for several terrible moments before a familiar touch enclosed her, grounded her, and brought a cooling relief that allowed her to breathe. When she opened her eyes again, Rose was back on the mountain ledge, tucked protectively beneath Maleficent's arm. But far from over, a nightmarish scene continued to unfold in the valley below.

A massive column of smoke rose thousands of feet into the air from the broken peak of a mountain that loomed over the castle and homes of the Onyx Kingdom. Burning rocks ejected by the force of the explosion rained from the night sky, obliterating buildings and setting fire to the remains as fearful crowds fled on foot and in wagons carting away what precious few belongings they could.

"What's happening?" Rose gasped.

"With powers greatly enhanced by the Arthion Pendant, the evil fairy Doloro destroyed Stefan's enemy–"

"No!" Rose cried. "This isn't right! This… this can't be!"

Maleficent fell silent, stiff and unmoving with an arm still held around Rose's shoulders. Distant screams floated through the air from the valley, desperate cries of people trapped in burning buildings.

"Help them! Please!" Rose turned, beating her fists against Maleficent's chest. "Oh, do something!"

Abruptly, the vision dimmed and faded — bright flames vanished into old piles of rubble, the screams below diminished until the only sound that remained was Rose sobbing softly into Maleficent's robes.

"H-how could—" Rose stuttered in heaving breaths. "How could you just let that happen?"

With a scowl, Maleficent tore away from Rose's grip and stalked to the side of the mountain. "I told you not to interrupt," she snapped.

"But all those people—"

"Were beyond help," Maleficent cut her off, "from the very moment the wheels of war were set in motion, doomed by powers greater than you or I."

Rose dashed tears from her face, eyes stinging from the wind. She stared at Maleficent, heart sinking, and asked, "Did you even try?"

Maleficent gave her a withering look. "What earthly reason would I have," she spoke coldly, deliberately, "to be concerned about the manner in which men choose to destroy one another?"

In that moment, bathed in stark moonlight, Rose thought she saw Maleficent for what she truly was — a calculating, terrible being with vast and ancient power, uncaring of everyone and everything beneath her — and felt a wave of fury and despair at ever having fooled herself into believing otherwise.

"So it's true," Rose said, fists clenching, heart hammering in her chest. "You really are just a monster."

And with that, not caring if Maleficent was going to blow her to smithereens or not, she turned and ran down the trail leading into the mountains.

The Red Kingdom, which bordered the Kingdom of Light to the northeast, was in a state of complete disarray. Its troubles had begun when the king and crown prince never returned from a visit to their neighboring ally to celebrate the fabled sixteenth birthday of Princess Aurora. As the days stretched to weeks, the King's Council squabbled about what to do.

Rumors trickled in from traveling merchants of an evil curse that had put everyone in the Kingdom of Light to sleep. The council sent scouts of the royal guard to investigate, but the soldiers, too, failed to return. A second contingent reported sighting the men collapsed on the road, mere steps on the other side of the border.

Panic and disorder gripped the realm — farmers and villagers fled to the capital for refuge, fearing the curse would spill over to the Red Kingdom.

Mistress Camellia was shocked by the sight that greeted her when she arrived at King Hubert's castle. She had originally traveled there in the hopes of brokering a simple deal for her harvest charms. This was far beyond anything she'd expected to find.

Beleaguered guardsmen tried to keep the peace as frightened commoners gathered on the banks of the castle moat and lined the streets with nowhere to go. She tried in vain to find a court herald to announce her arrival, but finally gave up and flew through a high window into the council chambers.

"This is outrageous!" shouted one lord to the others seated around the table. "We cannot just sit here and wait for a miracle!"

"And what exactly," said another, "do you propose we do?"

"We must restore order!" The first lord pounded the table.

"And who will lead that effort, should King Hubert and Prince Phillip never return?" asked a third. "Prince Rupert is but a child. Our closest ally and all their military might are gone, and we are besieged by an enemy we cannot even see!"

Camellia sat on the window ledge and tilted her head. This was worse than she'd thought. Humans were so very prone to hysteria when faced with the unknown. Just as she was trying to decide how best to make her appearance without causing more terror, a young page rushed into the chamber.

"His Grace, the Duke of Northwood has come back from his hunting trip!" he announced breathlessly.

Camellia perked up. Henry, the duke, was Hubert's brother and a reasonable man. She had advised them both from time to time during the period of rebuilding after the last war.

The Duke of Northwood entered the council chambers with a small entourage in tow. He was a middle-aged man, tall and lean with sharp blue eyes and silvery blonde whiskers trimmed close. The bickering around the table subsided as everyone turned their attention to him.

Camellia took the opportunity to fly down from the window ledge, trailing a stream of sparkling light and returning to her normal size with a flourish when she landed beside the duke.

"Henry, my dear old friend," she said urgently. "I came as soon as I heard the news."

Henry looked momentarily surprised, but recognition registered quickly in his shrewd face and he sketched a polite bow. "I am most glad," he replied.

The duke turned and surveyed the King's Council dispassionately. "As for you lot, I see you have fallen to pieces in just a few short weeks," he said, then placed a hand on Camellia's shoulder. "We are fortunate to have the wise counsel of the good fairy Mistress Camellia. Together, we'll set things right again."

Camellia put on a pleasant smile. "Yes, yes, there is nothing to fear."

The relief that spread through the room was palpable. Humans were like children, so easily reassured by the presence of authority.

"Now," she said, putting her palms together, "shall we begin?"

Rose hiked down the twisting mountain path, her mind whirling with thoughts and emotions. She barely noticed the cold, or the ache in her feet, as she went round and round what it meant to be good or evil.

Was it only a sort of name people gave one another, or was it based on one's actions? Or both? Who decided the difference between good deeds and bad deeds?

Aunt Fauna once told her that doing good meant bringing happiness to others. Aunt Flora had then added that evil-doers took pleasure in causing harm. Rose took this lesson to heart from a very young age — never so much as hurting a fly that found its way into the cottage, and always trying to make her aunts happy.

Was Maleficent evil? Rose struggled with this question. Everyone called her that, even Maleficent herself, but what did it mean? It was true she had cursed a baby to die, with every intention to cause the royal family tremendous pain in doing so. Had she enjoyed it? But if she did, then why did she revoke the curse? Because Rose asked her to? Or because it was convenient?

Furthering Rose's confusion, Maleficent had never attempted to harm her the entire time she'd been at the Forbidden Mountains. In fact, for the most part she was downright civil in manner and conduct, when she wasn't trying to avoid Rose altogether.

Was Maleficent good? Rose wasn't sure of that, either. Maleficent certainly didn't seem to think so. And it was not as though she made a habit of going out of her way to help others, as far as Rose knew, unless it somehow benefited Maleficent — like delivering the potion across the Shimmering Sea in exchange for a debt to be repaid.

And what of Rose's own father, who had unleashed such terrible, senseless destruction upon so many? She then realized, with doubt and sadness creeping over her spirit as she put the pieces together, that he had knowingly broken his deal with Maleficent, a deal in which she was… what was the word? Collateral. Did the king even care whether his daughter lived or died?

Rose slowed her descent as the path opened up onto a wide clearing. After walking for what felt like hours, she was halfway down from the spot where she had begun. The trail continued all the way to the valley floor, and she wondered if it had been made by the people of the Onyx Kingdom long ago.

She wasn't certain where she was now, not exactly, but remembered seeing the Onyx Kingdom labeled in a book of maps in Maleficent's library. She surmised that if she continued southwest once she reached the bottom, she would emerge from the valley and find settlements on the other side. In foreign lands, where nobody knew her.

Rose did not know if she could make it that far, ill-prepared as she was, without supplies for such a journey. But she was no stranger to long walks. She'd spent the better part of her childhood wandering for hours in the woods, learning to pick wild berries and drink from streams for sustenance. She'd walked from the old woodcutter's cottage to the Forbidden Mountains.

Most importantly, she was determined to try, because she saw no better option to return to. Her idyllic existence in the woods was a lie, her father a murderer, her mother a stranger, and Maleficent… well, she mattered no more to Maleficent than an insignificant ant.

Rose stumbled over something in the path. She turned around to look at what her foot had caught on. Stretched across the ground and shimmering in the moonlight was a pale, rope-like substance made of wispy strands, vibrating from the force of being tripped on.

As Rose started to straighten up, she heard a rapid clicking sound behind her. Her eyes followed the white strands up and around, draped over rocks, criss-crossing with more strands to form big webs encircling the clearing. She gasped and spun around—

—and found herself face-to-face with a giant spider, more than twice as big as she was. Rows of gleaming, red eyes tracked her every move. Rose took a trembling step backwards.

The spider bared long, curving fangs as thick as her forearms and, to Rose's astonishment, began to speak.

"My, my, my," it hissed, extending two front legs so close to Rose that the hairs on them almost brushed her cheeks. "What fresh-smelling blood you have. What a rare and delectable meal you shall be."

"I- I don't think…" Rose stammered.

"Now, hold still," said the spider as it prepared to lunge. "This shan't take long at all."