A/N: I don't own OUaT. This fic is a fantasy AU that somewhat parallels FTL, but has many variations. There are certain things about the show's version of magic that annoy me, so I decided a little reinvention was in order. You will also see names intentionally spelled differently (or just entirely different) here. Empty your mind about what you know of these characters except for the most basic of their personalities and backgrounds.

As always, this story is intended for mature audiences and there will be many events that may serve as triggers for sensitive readers. There will be violence, romance, fluff, politics, intrigue, fantasy, angst, and other things I can't think to label at the moment. The RQ is going to take some time to develop.

The lone figure paced back and forth across the forest clearing, the hem of a fur-lined fawn colored cloak sweeping at the fallen leaves and soft grass.

The sound of footsteps approaching made the figure halt, and a delicate pale hand hesitated before sweeping the hood of the cloak back to reveal long black wavy tresses.

Green eyes focused intently on the approaching group, a small furrow marring the usually serene features.

"Well? What news of Steven?" Concern laced the soft voice as she regarded the approaching group of people.

The shortest of the group had moisture in his eyes when he stepped forward solemnly. He swallowed hard and looked down for a few moments as he tried to gain control of his emotions. "I'm afraid Steven wasn't as stealthy as he should have been. The gossip in town is that he was executed for an attempt on the queen's life."

The woman inhaled sharply at the words and gave the man who'd spoken a sympathetic look. "I'm so sorry about your brother, Leroy."

"He knew the risks," Leroy replied in a thick voice. He shook his head once to clear his thoughts, the long tip of his brown wool cap trailing over his shoulders. "We all know he didn't go in there to harm the queen. I suppose she saw it as an opportunity to rid herself of a spy."

"Her moniker is well deserved, it would seem," added another deep voice.

Marie Margaret Blanchart gave the new speaker a solemn look. Her hand reached out to blindly offer Leroy a consoling squeeze to the shoulder as she regarded her other companions. "I did try to warn you David. I tried to warn you all. This is the third friend we've lost simply in the pursuit of greater knowledge."

The tall man grunted and adjusted his thick fur cloak. "My father won't rally any of the clans together without cause, and Queen Regina has made no threatening moves toward Moinear. The kingdom is neutral in these affairs." His blue eyes were apologetic as he spoke.

"I know." The lone woman sighed as she glanced at the two people that had remained quiet. "What do you think?"

The younger, scruffier looking man looked toward the lined face of his father before speaking. "Our involvement here is only preliminary. My father's interest in your cause wanes daily."

"Bae is correct," the dark, shrewd eyes of the clean shaven man flicked around the assembled group. His voice was deceptively soft, the gentle brogue in his voice providing a false sense of comfort. "There is little profit to be had as it is, and Her Majesty continually proves to possess a keen intellect. Her mind is far more suited to subtlety than yours, Princess."

The brunette woman's shoulders slumped at the words. Her mind turned to the last, desperate thought she'd had before sending Steven off on his fatal errand.

"There is still one option." Her voice wavered even as she tried to convey confidence.

The slender man a couple of decades her elder gave her a disinterested look. "And what might that be?"

Marie took a steadying breath as she considered if she really wanted to instigate her final, and most perilous idea. She took in the three richly dressed men around her, and the simple clothes of one of her most loyal friends. "I know a Changer."

The scruffy young man made a sound of disapproval in his throat as he glared at Marie. "All the Changers are gone or dead, if they ever truly existed. You'd do well not to lie to us."

Rumple nudged his shoulder into the bulky form of his son at the belligerent tone. Interest flickered briefly in his eyes before being extinguished. "You plan to assassinate her then?"

"No!" came Marie's immediate response. "That would make us no better than my dreadful step-sister. One day she'll stand trial for her crimes. I intend to ask my friend to provide important information on her plans and movements so we can prepare better."

"Do you think that's wise?" David seemed troubled at the suggestion.

Leroy nodded along. "What he said. Being a Changer doesn't make your friend any less vulnerable to discovery. The Evil Queen shows no mercy to her enemies." He ended his last words with a grunt.

"My friend could hardly be considered an enemy if she stays in her alternate skin. The form she takes is that of an animal my step-sister has long admired; my friend could play the role of her pet," her voice dropped, "if she agrees to it."

Baelfire opened his mouth to speak, but his father interrupted him with a raised hand, his attention grimly settled on the fidgeting princess.

"If you can successfully get your friend on the inside, I'm sure I could wait a fortnight to see if the new arrangement would become fruitful. I really do hope you have a genuine plan in mind. My son and I will be waiting at that lovely village on the coast you originally found us at." The pleasant tone suddenly changed, "Don't bother us unless you bring news of your plan's success."

The scruffy man gave his father a satisfied look, and both men turned without another word to walk back the way they'd come.

The three remaining people watched them go with varying emotions.

"I really don't like those two," David muttered grumpily.

Leroy grunted his agreement. He shifted his coarse grey cloak in an effort to bring it closer to his body. "Do you really know a Changer? Will she really be able to do what you ask?"

The princess's eyes remained on the path the two missing men had disappeared down. "I do. She's one of my oldest and dearest friends, and she has done much for me over the years. I only hope that she will see the need behind my request."

David moved his body closer to Marie, incredulity registering on his face. "She's a Changer?"

He'd met his beloved's best friend many times, but in the year he'd known her he'd never suspected she was anything more or less than human.

Marie bit her lip and nodded. Few knew of her friend's true nature, and though she'd never told anyone else of her friend's secret, she felt confident in revealing the fact to both her most loyal companion and betrothed.

"Never knew that about the girlie," there was respect in Leroy's voice. "I thought Changers were a myth. Never seen one myself, and it's a mystery how one could go undetected for so long."

"It hasn't come without cost," the princess muttered hollowly. "I only hope that she can be moved for our cause. She's had little peace in her life, and I know she is currently very much at peace."

"If she's as good a friend as we all remember her to be, you know she'll help you once again." David was confident in their cause and the loyalty Marie Margaret inspired in the hearts of all she met.

The chill in the air seemed just a little colder to Marie, and she turned to pace around the clearing to warm herself. "I know. Sometimes I feel that I ask too much of her."

The men remained quiet as the princess muttered to herself for a few minutes longer, before serenity once again claimed her visage. She halted and faced her companions resolutely. "Our cause is just. I will do what I must in order to secure the futures of all the citizens of the kingdom."

Red grinned in delight as her face turned up to the sun, the warmth of the golden rays welcome after a dull, overcast morning.

Grey-green eyes slid shut as she reveled in the moment, her grip on the woven basket she'd been carrying relaxing until it remained hanging precariously from the tips of two of her fingers. The scents of the forest around her tickled at her senses, and she sighed peacefully at the low sounds of life all around her.

She let herself linger only a brief amount of time before she continued on her toward her original destination. She'd been collecting wild mushrooms for her grandmother deep in the forest, and she looked forward to the addition for their supper.

The trees began to open up around her, revealing a large area that had been long ago cleared of trees. Tucked toward the back of the man-made clearing was a small cottage that had a steady stream of smoke cheerily puffing out of the grey stone chimney stack.

She inhaled sharply to take in the pleasant scents the pot over the fire would surely be lending to the smoke, only to frown when she picked up the distinct odor of horses.

Her strides remained casual as she continued to approach the cottage, though she was now fully alert to the sights and sounds around her. Keen eyes were able to distinguish a lone set of tracks that lead up the main path toward her home. The prints weren't deep, so Red could only guess that the rider was light in the saddle.

A tendril of excitement grew in her chest, and her pace picked up as she angled her path a little to get a glimpse at the hitching post on the other side of the stone abode.

The familiar horse brought the smile back to her face, and she made it to the sturdy timber door of her home in record time.

The door groaned in protest as it was opened with more vigor than was required, and Red blinked as her eyes adjusted to the interior lighting.

Her vision still hadn't adjusted when she was engulfed in a warm hug, but her grin remained as she wrapped her long arms around her friend. The familiar essence of her best friend wafted up to her nose, comfort and affection welling in her abdomen.

"Marie Margaret! I'm so glad you could pay us a visit." She pulled back to grin down at her shorter friend, her eyes flicked over to her grandmother briefly after a moment.

The older woman was tending the heavy pot hanging over the fire, a knitted shawl draped over her shoulders. There was a displeased look on Eugenia's face, and Red's brow furrowed at the lack of warmth for her dear friend.

Her hands offered a last affectionate squeeze to Marie's shoulders as she pulled her hands back, letting the handle of the basket slide down over her wrist to be cupped in her hand again.

Marie's smile was bright, though it flickered for a moment before becoming a little more forced. "I'm so glad I could see you as well Red."

The lanky woman nodded absently as she stepped over to the rough-hewn table located toward the kitchen area and placed the basket full of mushrooms and herbs down. Her eyes flitted between her grandmother and friend as she stepped back toward the door to hang her crimson cloak up on one of the iron hooks affixed to the wall.

Her simple brown homespun dress glided comfortably around her legs as she moved toward the middle of the cottage and considered the tense silence.

"What's wrong?" She was certain her voice did nothing to hide her confusion.

"Ask her," Eugenia relayed angrily as she continued to stir the contents of the pot.

Red sighed and ran a hand carefully through the lazy curls of her chestnut locks, fingers idly brushing against the thin braid that hung on the right side of her head. She played with the braid nervously as she waited for her best friend to respond.

The hazel eyes that focused on her were different than she remembered. Marie took a breath as determination settled onto her features. "I need your help Red."

A snort escaped Eugenia from her position in front of the fireplace, though the older woman didn't speak.

"What kind of help?" She was alerted by her grandmother's response, an uncomfortable tension growing in her shoulders as she waited for the shorter brunette to gather her words.

"I need your help in de-throning my step-sister and bringing her to justice."

Both of Red's brows rose at the hefty request, far different from anything she'd been expecting. "Yeah, okay. While we're at it why don't we go assist Penrhyn to the south with their war against Atlantica?"

Marie's nostrils flared and her lips pursed. "I'm serious."

"No offense Marie, but how could I help you usurp the current monarch? Granny and I live simple lives here in the fores…" her voice trailed off as she considered the one truly unique thing about herself. Her mouth formed a grim line as her eyes hardened.

The shorter woman shifted uncomfortably at the look on Red's face, her eyes dropping to the floor before shifting back up to look her best friend in the eye. "You're the only one who can safely infiltrate the castle."

"Are you serious? Safely infiltrate? Such a thing doesn't exist, especially for a Changer! Your own family's laws have thinned our numbers to near extinction! Most people believe we're a myth now!" Red knew Marie wasn't at fault for the archaic laws, but panic was fluttering through her as she considered what the woman intended for her to do.

"Exactly Red!" Marie's eyes were alight with a fiery conviction. "If you stay in your other skin no one will know! If Regina will accept you as a rare pet, you'd have free reign of the grounds!"

"What if she has me chained up in the courtyard? I'm not exactly an average hunting dog Marie," she gritted out between clenched teeth.

Marie's head shook, a half smile affixed to her face. "Regina adores animals far more than she could ever care about a person. One of the first laws she signed was an order of protection for wolves."

Red blinked at the information as it rattled around in her brain. Tucked away in the forest, she had little use for the laws of the land. She and Granny kept away from most other people, and only traveled to the nearest village to trade every couple of months. "Truly?"

Her head shook when she realized she'd gotten distracted from the point. "That's only part of it. Do you know what happens to us if we stay Changed for too long? We lose our minds. Not to mention the price I must pay during the full moon."

A long-fingered hand raked through her hair roughly as she looked away from her best friend. Marie was both a good friend and person, but she was naive in many ways. Red forced her mind to stay away from the dark thoughts that accompanied her declarations.

"Red, please. Regina is evil, and she rules the people with fear and a heavy hand! Much of Arbrere is destitute thanks to her taxes. Most families live in fear, not only of winter, but when soldiers from her army will come knocking on their doors on accusations of treason!" The earnest gaze and heartfelt expression Marie hefted at her best friend helped the words strike home.

Red felt her fear faltering as she thought. She'd heard many whispers about Regina even during her sporadic visits to the local village, and she remembered the many stories Marie had relayed.

She, herself, had helped Marie flee the castle tucked away in the capital during the dead of night nearly two years before. She'd never come into direct contact with Regina; she'd only known Marie from summer trips the young woman had made with her father since she was a little girl. Those trips had stopped shortly after the king's death, though she and Marie had exchanged letters with some frequency.

"What's your plan?" Red's voice was tired as she finally conceded.

Eugenia's pale blue eyes stung a little as the quiet words echoed in the small cabin, and the older woman shifted so that her face couldn't be seen by the two young women behind her.

Her hand roughly brushed away the sole tear that escaped as Marie began to talk excitedly.

Regina raised her chalice to hide a yawn behind its wide brim as the village official before her continued to ramble on about the year's rainfall in the east, and its effects on the meager farms on the region his village was located in.

A hand smoothed over the soft fabric of her wine-colored dress, and she silently wished the bodice of it were a little more conservative as the cool air pricked at the skin of her cleavage.

Her eyes flicked over to observe the candles to her right, and she raised a regal hand to silence the man. The emerald gem of the single ring on the raised appendage glinted as she stared the man down. "I understand your concerns, however this matter should have been addressed by the local Grainmaster. I believe for your village, that would be Lord Jefferson, would it not?"

The tall, pale man swallowed and nodded, the pallor in his cheeks sick and unhealthy.

Regina's alert umber eyes missed nothing as she observed him. "What did Lord Jefferson have to say when you brought this matter to his attention Goodman Lafaille?"

The Goodman's hands trembled as he nervously played with his cap. "He said these are harsh times, and my village is still behind on its taxes. He said he'd do what he could." The little spirit the man had clung to washed out of him as he spoke.

The queen regarded him silently and flicked her eyes over to the dark-skinned man on her right. She gave a slight nod that most people in the room couldn't see. "Lord Jefferson is correct, but Lord Sydney will see what may be done for your people in the oncoming winter."

As the village official let out a relieved breath, Regina's eyes blazed for a moment. "If your people are both loyal and honest, you will be taken care of. If, in his inquiries about your village, Lord Sydney finds a whiff of dissidence I'm afraid your people will starve."

The man's jaw dropped, and he stuttered out assurances that his people were loyal to the crown.

Regina didn't respond, instead dismissing the still sputtering man with a negligent hand. She waited for the man to anxiously shuffle away before turning her attention back to the still lengthy line of open court.

She loathed the twice a week obligation, but it served an important role in the faltering kingdom. A bitter taste lingered in her mouth as her eyes roamed the large hall. Her homeland was faring much better under her distant rule with the assistance of the trusted family advisors.

Arbrere struggled in her unfamiliar grip, but it had been struggling long before she'd become Queen. Even after a year and a half of ruling, things were still in a slump. They had to get worse before they could improve, but the idiots of Arbrere seemed intent on testing her patience with their lack of awareness.

As she focused on the next man in line, fury began to boil at her insides. "What is that?" She hissed as she pointed to an ornate cage to the man's left.

The ostentatiously dressed page faltered in his long-winded speech. "Your Majesty?" The man had been preening with the eyes of the gathered nobles and peasants alike all resting on him, but with the interruption he'd completely forgotten what he was supposed to say.

Regina stood, her rage clearly displayed on her face as she stormed down the short flight of steps and pointed again to the cage. "Explain what this is doing here. It is against the law to hunt wolves for capture or killing!"

She couldn't clearly see the animal behind the thick bars, but the noble lines of the wolf were unmistakable to her practiced eye.

The page gave a deep bow, the feather in his cap brushing the ground as he began to speak. "Your Majesty, this is a gift from Prince David O'Nuallain of Moinear. This is no ordinary wolf, and his words relay that the animal is only in the cage for your personal assurance."

A frown grew on Regina's face. The O'Nuallain monarch was a sharp man, but she questioned the wit of the man's son with such a poor taste in gifts. It would be an insult to refuse the gift, but she couldn't help but feel the present itself was more of an insult.

"I refuse this gift," she spat venomously.

The page lifted frightened blue eyes up to the queen's face. "If I may, Your Majesty," he mumbled as he scurried to open the cage.

The royal guards situated around the room reacted to the sudden movement and stormed to Regina's side as the cage door swung wide open.

The crowd held its breath and shifted back from the confrontation, but Regina didn't move as she eyed the lack of movement from the cage with curiosity.

A wolf, larger than any she'd ever seen, lay placidly sleeping within the cage. It's fur was a rich chestnut, nearly black in some parts, with an odd crimson tinge to the darkest parts of the fur. The specific mix of coloring was one she'd never seen, and her eyes could not move away from the sheer magnificence of the wolf.

She held up her hand as the page remained in a cowed position before the cage, and the guards settled around her. They remained close with their hands on their sword hilts, but they didn't crowd the queen.

After a few moments, the wolf blinked sleepily, and the eyes opened to give a lazy look at its surroundings.

Regina's lips parted. The wolf's eyes were a brilliant red, and she knew the creature before her was no ordinary animal.

Seeing the brief wonder that settled over the monarch's features, the page straightened his shoulders. "This is a very rare creature, Your Majesty. This is one of the rarest wolves in the entire realm; a Fae Wolf."

Brown eyes were carefully combing over the relaxed animal, looking for any sign of mistreatment or aggression. "Explain," came the gentle command.

Now the page was eager, and he cautiously rose to his feet. "When magic was rife in the realm, such wolves roamed the lands freely. They have a keen intelligence and a great sense of loyalty, but began to die out with the rest of magic as time continued." His hand gestured toward the wolf as he spoke, and the long furry ears flicked toward him to capture the sounds. "She is one of the last of her kind, and since Prince David knew of your affinity for the creatures, he thought it would be one of the greatest gifts he could ever give."

The queen sighed, "It's a crime to keep such creatures in captivity."

"Oh no your majesty, she couldn't get along with normal wolves. There aren't enough of the Fae left to make a proper pack, and since she lost her parents Ruby here has been quite lonely." The page tapped softly at the cage to emphasize his point. "She doesn't need the cage, the prince just didn't want to spook your guards."

The large wolf raised her head as the young man spoke her name, and Regina felt a smile threaten to creep onto her face when she saw the animal huff when the page didn't seem to be paying attention.

"Ruby," Regina muttered absentmindedly. Eyes reminiscent of the name focused on her, and the queen couldn't help but be entranced by the unique creature. As her gaze lingered, the wolf stood and stretched.

Red slowly stepped out of the cage, her eyes glued to the regal woman that could only be Queen Regina. She kept her head low and wagged her tail only slightly, not wanting to spook the guards surrounding the monarch. She wasn't sure what she'd been expecting, but based on rumor she'd somehow expected the monarch to be older and displeasing to the eye.

The queen looked scarcely a few years older than Marie. Her physical appearance, though intimidating, had Red fused to her spot on the floor. The soft look on Regina's face made her natural beauty potent and enchanting, but even as Red admired the delicate features they altered from delight to near indifference.

"I accept Prince David's gift," Regina spoke resolutely as her eyes remained on the entrancing wolf. The corner of her mouth tilted upward when she saw the slight wagging become more vigorous.

Mahogany eyes blinked, and Regina suddenly remembered she was at court and had many more duties to attend to. "Move the cage to the far side of the hall for now, but leave the door open. I want two guards on either side of it at all times to ensure that no one harms Ruby - and that she won't harm anyone else."

She'd arrange for something better a little later, but right now she had other duties to attend to. Wolves were not pets, but she would have to have the castle's lorekeeper Annabel look into the matter of Fae Wolves. Her eyes flicked back over to the cage now positioned in its temporary home against the far wall.

Ruby was seated outside of the cage, the curious red eyes affixed to Regina's every movement.

An odd feeling skittered down Regina's spine as she resumed her seat back on her high throne. She leaned over to address her closest advisor. "Sydney, I'll need to speak with Annabel after this."

The swarthy man nodded, his refined features placid as his quill scratched out some notes on the long roll of parchment on the small desk before him. "I'll have Belle summoned right after open court finishes."

Regina's face was a mask of indifference as she focused on the next person in line.

From her position in front of the cage, Red's head tilted as she regarded Queen Regina handling both noble and peasant alike. She was still incredibly nervous about her best friend's plan, but the queen's initial reaction to a wolf's presence had left Red both curious and a little hopeful.

When dark umber eyes flicked over to her from time to time, the hope grew. She just might be able to do this. She actually might be able to help Marie in her quest to recover the throne. Red ignored the uncomfortable feeling that threatened to press to the forefront of her mind.

Her initial impression of the queen had been something far from the realm of evil. The woman seemed fair, if a little harsh. Nothing that would constitute the pure evil Marie swore the woman was. Then again, she had fallen asleep after the first hour of waiting in her temporary prison.

She settled comfortably back onto the floor, not wanting to return to the cage regardless of the door being open.

There was still time to uncover Regina's true person and the evil that no doubt throbbed malevolently at the core of her being.