*Plot lines may not match up equally to canon plot lines, please be aware. I had to make some tweaking to make this work the way that I wanted to, so please try to forget some of what you watched when reading this.*

Emma Swan stood at the edge of the grass-covered field, fighting back the tears that were stinging at the corners of her eyes. Everything was supposed to be so simple, so in reach and so easily obtainable, now everything was gone. She had obviously been kidding herself, nothing ever came easy for her. The time that had passed between them suddenly didn't seem so lengthy, if anything it felt like she had just said goodbye yesterday. Knowing now that her personality and her poor choice of actions were the doing of her parents, she felt the worst heartache over never getting the chance to say she was sorry. She was more than sorry, she was broken.

She knelt before a stone on the ground and twirled a yellow flower around between her fingers. It wasn't much, but she had found it on a walk she had taken earlier and it was all she had. The memories pounded through her skull and finally caused the tears to run down her cheeks; the composure she so desperately tried to hold on to now gone. Their friendship was never ideal. It was never pure or full of good intent. It was toxic but it was beautiful. At one time they were everything to one another, like good and evil; or more like dark and light. They say that opposites were the type to attract, and this definitely held true with the both of them. Suddenly she was in the body of her fifteen year-old self, ready to grow up too soon and push away one of the only people who had ever cared about her. That's all she ever did, push everyone away and hurt them. Anything to be selfish. The flower fell gracefully next to Emma's feet, adding to the tears and lining the name of her lost best friend.

'In memory of Lilith Page.'

It was only eight in the morning and Maleficent was already dressed, had her hair done and was walking around town. It was a miracle to say the least; she hadn't seen this time of morning in decades. She was a villain, she didn't have that many other responsibilities. She had barely slept the night before, far too excited to finally see her daughter after all of these broken years. The moment Gold told her that Lily was still alive had set her heart into overdrive, filling her with the type of positive emotion that she was no where near used to. The anticipation was killing her and she found herself peeking around the corner in hope that Emma's yellow bug would come into the distance soon. As much as she hated to admit it, she did owe her gratitude to the Savior and would forever be in debt to her after this rekindling. The town was almost eerie at this time, no soul around to make noise or cause trouble. Even as someone who liked to cause havoc onto others, Mal loved the peacefulness of the world around her. Maybe she should start getting up early more often.

It felt like hours that she walked and walked, trying to keep her mind clear and her nerves calm. The morning had a chill to it, but it was better than sitting inside and staring at the door. She wasn't sure when Emma would return and she didn't care; all she could think about was her Lily. As excited and happy she was, there was still gloom that would forever weigh on her chest. She would never have the chance to go back and see her first smile, hear her first word or see her take her first steps. She would never know what it was like to have a child wrap it's hand around her finger, cry for her attention in the middle of the night or reach for her when she tried to walk away. Of course she was a mother, but one of the best parts of motherhood were long gone and she had played no part in it. It was easy to become consumed with the want for revenge for what those two did to her, but there was no time. Lily was older now and spending their time together trying to bring down Snow and Charming would be a waste of precious memories. She reached into her pocket and let her fingers trace the rattle that she always carried with her. It seemed taboo to others, to carry a baby rattle around when you've never seen your daughter and she's now 28, but no one else could possibly feel the way she felt. She was ready to throw away the darkness when she found out that she was to be a mother but she was given no chance. They took her and the darkness only grew.

After centuries of walking around and waiting impatiently she heard Emma's car in the distance. It was unlike the sound of any other, truly ghastly, but what could one expect from a screaming yellow death trap? She stared up and looked at the sky as Emma drove closer, trying to will away the nervousness of the moment and take in the sheer bliss. This is what her entire life has come down to. This is the moment that she has been waiting for before she even knew it could exist. It was finally time. Emma pulled up and parked on the street beside her and immediately her heart dropped and shattered. There was no one in the passenger seat with her. There was no smile on Emma's face. No light or hope. She felt her heart-rate pick up and the anxiety overcome her. 'I'm sure she may have just gotten lost trying to find her. Gold did say she was alive I don't know why I'm so worried.', she talked quickly to herself. A part of her didn't believe her own words, but the other part kept up the charade. There was a stone cold moment where her and Emma's eyes locked on one another, radiating nothing but feelings of despair and pain. Emma kept her blank expression on and motioned for Mal to come sit in the passenger side with her. Quite strange for her to want to talk to her in the car when they were in the middle of town, but she figured it was only due to the cold. As much as Maleficent wanted to cry, she didn't. She couldn't. How could she start crying when she didn't even know the outcome of the situation? In a way it didn't matter what it was, Lily still wasn't there.

She walked slowly towards the car and got in, feeling a huge wave of warm air hit her from the heater. It would have been refreshing just moments ago, but the adrenaline pumping through her body already had her feeling overheated. She looked at Emma and waited and waited for her to talk. She wanted to grab her by the shoulders and shake her but something held her back, Emma was crying. Her eyes were red and swollen, tears still stuck to her cheeks. At that moment everything went from uncertain to panic-driven. It seemed as though each of them were ready to come apart but no one wanted to be the one to speak first.

"What did you do to her…", Mal growled at the Savior. If she so much as laid a finger on her head she was going to snap her neck before she could take another breath. More tears flew gracefully down Emma's cheeks but she still didn't answer. "What did you do to her Emma?!", she yelled at her. She should have figured she couldn't trust that little witch, she was the one who chose to abandon her daughter years ago.

"I…I didn't do anything to her. She's dead." Maleficent's senses because blind after this, overcome with types of emotions she didn't know she was capable of feeling, even as a villan. She felt herself grab Emma by the wrist and squeeze it as hard as she could, so out of control that she could kill in the blink of an eye and never notice.

"Gold said she was alive! If you don't stop fucking lying I will end you. Don't try me!"

"He wasn't lying and I'm not lying.", she whispered, not reacting to the idle notion of threats from the dragon. "When he said what he said, she was still here. She died four days ago. I went to the address and found her landlord. He told me where to go, and that's when I found her headstone." The grip on Emma's wrist went soft and the look on the older woman's face was the most hollow sight Emma had ever seen. She was unreadable, staring at her in a way that made her want to jump out of her skin. She didn't blink. Didn't move. She kept staring down the blonde for what seemed like hours, not showing any signs of cracking. Emma finally noticed a tear slip down her face and it made her heart ache twice as deep. Not knowing if she should reach out, maybe even hug her, she stayed still and held her breath.

"Excuse me, I have to go.", Mal whispered as she got out of the car. Her icy yet calm tone was scarier than her in her dragon form somehow. At first Emma thought of going after her but stayed where she was, now crying fully as she rested her head on the top of the steering wheel. Lily had no hope since the day she was born. She had no real family and she had no one to love her the way she deserved. She was the product of selfishness coming from her parents and that was the worst thing about it. News would spread quickly through the town now and she wanted to run and hide. She wanted to do anything but see her family was sure she would say things she would later regret if she came face to face to them anytime soon. Starting the car back up, she drove quickly into the distance, ready to disappear for a while.

Regina was awaken from her sleep by the sound of knocking on her door. Who would possibly be bothering her at this time of morning was unknown to her; most people know better than that. She definitely wasn't a morning person and contemplated for a few moments whether she should even get up and open the door. She got up anyways, quickly getting dressed and going down the stairs.

"Yes?", she opened before she even seen who her visitor was. Her heart stopped for a moment as she seen Mal in front of her, makeup running down her face and no words escaping her lips. It brought her back to a time where she had once saved her, giving her the fire back that was practically keeping her alive. They were so different from one another now, but that didn't mean the feelings didn't remain. They had a relationship that couldn't be explained, being friends years ago but also being more than that. They used to seek contact from one another mostly in the middle of the night, filling the starry sky with noises of passion as their bodies met. Regina still remembered the way she held her after they made love, losing the signs of lust and showing care instead. Since Mal has been back Regina always found herself staring at her when they were in the same room, taking in those beautiful eyes and daydreaming about being wrapped in her embrace once again.

"Come in.", she ushered with a hand motion. Maleficent walked past her silently, slowly sitting down on the couch and staring off into the distance. Regina had never seen her like that, crying and so silent. She was always the woman who was the strongest, the most unbreakable. At this moment she had completely forgotten that today was the day Emma came home. She had just woken up and was still far too tired for all of the pieces to click together. She went out to the kitchen in a haze of fatigue and got a glass of water, sitting it down in front of Mal and taking in the look on her face.

"What's wrong dear? What happened?" Immediately after she sat down she felt the other woman's head on her shoulder. Her silent tears turned to sobs and Regina squeezed her hand tightly. Her body was shaking and her face was completely white, leaving Regina in a state of disbelief. This behavior was far too unlike Maleficent; she would never be caught coming apart. "Mal please tell me what has you so upset. I can't help you if you don't tell me." She noticed the older woman staring with a dead glare towards the photograph on the end table, a photo of Henry with his grandparents and baby Neal. She grasped Regina's hand so tightly that she thought she had broken her fingers and uttered a low growl that could make her skin crawl.

"They're going to fucking pay.", was all she said in response. Suddenly the events of today registered in Regina's mind again. Today was the day that Lily was supposed to come home with Emma. Today was the day that Maleficent got her happy ending. It of course occurred to her that this was not the case and she dreaded finding out what was currently standing in her way. Still, her relationship with the Charmings' had changed over the course of time and she wouldn't have her going after them and committing murder. It wouldn't solve anything. She panicked as she noticed the familiar tint of yellow appearing in Mal's eyes, glazing over in a fit of rage. This would have been the absolute worst time for her to turn, especially knowing that she's probably never been so angry and hurt. She didn't have to know what happened to see her pain, she could tell just by looking at her. Without thinking, Regina lurched forward and wrapped her in a tight embrace, rubbing circles in her back and doing anything she could to stop her from changing over. Maleficent was tense underneath her, her firsts clenched at Regina's sides and a rough, scaly texture starting to form at the back of her neck.

"Shh, no dear. Please don't do this. Whatever this was we can fix it I promise.", Regina said with urgency behind her voice. She was never the type who was good at consolation, but there was no better time to learn. "Please."

"They're going to pay Regina!", she yelled, digging her nails into the younger woman's sides. Regina knew that she was not the true target of her rage and tried to not act bothered by the pain that was being inflicted upon her. She would let this woman beat her down right now if it was what kept her human. Not knowing what else to do, she let her instincts take over and kissed her on the lips, holding her tightly and trying to snap her out of her transition. She felt the scales start to dissipate on Mal's neck and pulled away, hoping that what she had done was enough. There was no lust or sexual thoughts behind the kiss; it wasn't the time. There was more to this broken relationship than sex or desperation, there was love. There was care. Although Mal didn't turn, Regina could still literally feel the tension radiating from her body. She was breathing so heavily that she was sure she was going to pass out in the next few minutes. She couldn't tell what her reaction was from the kiss, but all that mattered was that it brought her back down at least a little. There was a moment of silence between the two as Regina cautiously watched her breathe. She could tell that she was working herself into a panic attack and that was something else she was hoping to avoid.

"Mal please."

"She's dead.", she whispered in a grave tone. At that moment Regina felt the world practically crash down around her. She knew how it felt to almost lose Henry to Emma completely, but it would never be the same. Just the thought of her son passing made her want to burst into tears. The way that Maleficent felt was foreign, but it wasn't necessary to relate. She didn't have to have the same experience to know that this was the worst pain possible. She had so many questions but didn't press them at the time. Does this mean that Gold lied just to gain her allegiance? How did she pass? Was Emma involved? Emma. She had forgotten to think about the Savior's personal reaction to Lily's death, but it was something she could catch up on later. Emma and Lily hadn't spoken in over ten years and she was also lucky enough to have her family for support. Maleficent had no one but Regina and she was dedicated to spending every second with her that it took to pick up the pieces. "She's gone. My Lily is gone." She leaned into Regina, sobbing uncontrollably as Regina's fingers weaved through her hair. There was nothing she could say that could help the pain so her actions would have to do.

"Shh. You're okay dear. You're going to be okay." She felt her body tense underneath her and wanted to eat her words. Encouragement was always in everyone's best interest, but she knew that in reality Mal wouldn't be okay, at least not for a long time. She didn't mean to make it worse, but Regina was no good with words. She never was.

"No.", was all Mal uttered in response.

"Yes. You'll get through this and I'll help you."

"Did you not fucking hear me? She's dead." Regina heard loud cracks all around her, the dark magic in Mal's body literally breaking all of the glass in the room. The water on the coffee table broke out of the glass, spilling all over the floor next to the couch. The mirror in the dining room, the top of the end table just a few feet away all broken into shards. Mal looked around, most likely surprised by the product of her rage. "She's dead..My Lily is dead.." She rested her head on her hands, her knees supporting her elbows as she leaned forward. The world spun around her and she couldn't breathe. Couldn't see straight. Her heart was beating so fast and was literally paining her, almost making her sure that she was having a heart attack. Without her hope of finding Lily there was no reason for her to live anymore. There was nothing left. She felt the sensation of her body becoming lighter and all she could hear was Regina's voice muffled in the background.

"Stay with me please."