So we just got a new kitten. He is a ragdoll and is white with blue nose and ears, so he's called a blue point. Then I got the thought for this fanfic and here we are! :) I do not own OUAT, although I wish I did.

It all started when Emma was having a magic lesson with Maleficent and Regina.

"I can't do it." Emma huffed, crossing her arms across her chest.

"Yes, you can." Regina growled. "You just need to focus. Now try again, Miss Swan."

Mustering all of her concentration, Emma tried again to change the apple on the table into an orange.

As minutes ticked by, and nothing changed, Maleficent gave a loud sigh. "We are getting nowhere. It's obvious she isn't going to be able to do this." Maleficent huffed, eying the other blonde critically.

"Because it's not easy. No all of us grew up with magic you know." Emma growled, frustrated at the constant negative comments.

Narrowing her eyes, Maleficent lightly flicked her wrist towards the apple, which immediately transformed into an orange. Turning back to Emma with a smirk, she raised an eyebrow in challenge.

"That's because you've had years to practice using your magic!" Emma huffed and rolled her eyes petulantly.

"Just concentrate, Miss Swan. I know you can do this. Take a deep breath and just ignore the dragon in the corner." Regina said calmly, moving to stand between the blondes.

After several more failed attempts, Emma threw her hands up before flopping back on the couch. "Can't we take a break? I need a few minutes to unfocus, or whatever." Emma sighed and rubbed at her eyes, a headache already forming.

"Fine. 10 minutes, no more." Regina said dismissively, knowing there was no point in trying to fight Emma once she had made up her mind.

"Good, 'cause I need a drink. Did you guys want one?" Emma asked as she began walking towards the kitchen.

"Sure." They both replied, taking seats on the couch to discuss options for teaching the stubborn blonde.

In the kitchen, Emma found a bottle on the counter that looked like homemade lemonade, with note beside it.

"Dear mum's,

Please drink this. I made it just for you.

Henry

Emma shrugged, filling 3 glasses and taking it back to the other two women in the study. Handing the first glass to Maleficent, Emma took a seat across from Regina and held the final glass out to her.

"What is this?" Mal asked, eying the glass sceptically.

"Something Henry made? Looks like lemonade, so shouldn't be too bad." Emma shrugged, knowing it was probably too sweet, not that she would mind.

Holding her glass up in a silent toast, they all took a large mouthful. Suddenly there was a cloud of purple smoke that blocked out everything in the room. As the smoke cleared, Emma looked around the room shocked at the sudden change.

"Uh, Gina?" Emma asked worried.

"Don't look at me. I had nothing to do with this." Regina stated, looking around at all of the sudden changes.

"Oh, you have got to be kidding me!" Maleficent huffed and sat down, wrapping her new tail around her feet. "Of course it wasn't Regina. Where did our drinks come from?!"

"Henry." Emma growled, her fur standing on end.

"He is going to be in so much trouble when he gets home." Regina said, narrowing her eyes and puffing her fur.

"Isn't there some way you can undo this?" Emma asked, fighting the urge lick herself.

"If I were in my proper form, yes. But as you can see, I am a kitten right now. I cannot do anything." Regina said clearly annoyed, her tail flicking back and forth rapidly.

"Well, you are super cute at least?" Emma said as she grinned, before jumping at the still flicking tail. "Mal, you do too."

"Would you care to share with the class, Miss Swan?" Maleficent asked in a bored tone.

"Well, you are dark grey with white paws, kinda like the suit you were wearing. Your eyes are violet." Emma said, swiping at Regina still flicking tail. "And you are all black Regina, but your eyes are violet too. Plus you have that white spot on your chest."

"What do I look like?" Emma asked as she walked around in circles trying to see her own new form. After seeing her continue to walk in circles, and eventually become distracted by her tail, Regina takes pity on the Saviour.

"You are a Calico; black and orange patches all over. You do have interesting eyes though, one is your green and the other is violet." Having stopped chewing on her tail, Emma tilts her head to the side in confusion, much the same way she does as a human when she doesn't understand something. Heaving a deep sigh, Regina continues. "I am guessing they reflect the magics you have. Green for your own natural magic, and violet, like mine and Maleficent's, for the darkness."

Walking a few steps away, Regina begins cleaning herself, wondering why she always felt the need to make sure the other woman understood.

Sneaking up beside the kitten, who was lost in cleaning herself, Emma spoke softly before pouncing. "You must be black and shite then because you were wearing your favourite skirt suit and white silk blouse again." Grinning as best she could as a kitten, Emma leaned down. "And black really is your colour." Nuzzling her face along Regina's, Emma sat back, paw still on Regina's chest.

"Given that Maleficent is grey and white, and that is what she was wearing, I would hazard that you are correct." Flipping over, and pushing Emma over in the process, Regina resumed cleaning herself.

"So I'm orange and black because I was wearing my jacket and jeans? Awesome. So how do we get back to being human again?"

"Well, we will need another magic practitioner to make the counter potion. So either Gold or Blue, but we don't know if we will be able to communicate with them when we are like this. They could just think we are kittens and take us to the shelter. We need someone to explain what happened." As she had spoken, Regina had begun to nervously flick her tail back and forth, catching Emma's attention.

"We need…Henry. He's the…one who…did…THIS!" Launching herself forward, Emma pinned Regina's tail to the floor, earning her a swat to the ear from the now puffed up mayor.

"Miss SWAN. Control yourself." Moving several steps away, Regina resumed her grooming.

"So, how long until the boy gets home?" Mal asked, shaking her head at the antics of the other two women.

"He should be home right about-" Regina started, but was interrupted by the loud slam of the front door.

"Now." Emma finished and trotted towards the door. "You guys coming?"

Walking out into the front hallway, Emma called out to Henry. "Hey kid! You have some serious explaining to do!"

"OMG! Look at you! You are sooo cute!" Henry cooed. "Where did you come from?" Scooping the kitten up, he began gently scratching behind it ears, making it start purring. "Mom! Can I keep it? It's so cute!"

Not hearing an answer, but knowing his mother was always home when he returning from school, Henry moved towards the study. Seeing the other two kittens sitting in the middle of the room, Realization hit him square in the face. "Oh gawd, I turning you into cats!" Panicking, Henry dropped Emma, who landed on the hardwood with a dull thud.

"OW! Glad it's true I landed on my feet, but that still hurt, kid!" Shaking herself out, Emma walked back over and flopped down beside Regina, laying her head on her side.

"I am in so much trouble when you turn back. How do we turn you back?!" Henry said pacing back and forward.

Wanting to comfort Henry, Emma raced over and began winding around Henry's ankles, purring gently. "Look Ma, stop. I can't pet you right now, I need to figure out how to fix this!" Henry said as he walked towards the phone.

Emma just sat down and meowed, dejected at her attempt at comforting him begin brushed off. "I was just trying to help."

"I don't think he can understand us. I was a nice effort though." Regina sighed and walked up to the Black and Orange kitten. Leaning in, she nuzzled against the other woman, letting out a purr.

"Uh, hello? Grandma?" Henry said, before continuing in a rush of words. "IturnedmyMum'sandMaleficentintokittenswithapotionanddon'tknowhowtofixit." Pausing, Henry took a deep breath before trying again. "I turned my Mum's and Maleficent into kittens with a potion and don't know how to fix it."

After several moments, Henry replied, sounding much calmer. "Okay. So give them some milk and you will be here soon. Awesome. Thank you." Hanging up, Henry went to the kitchen and returning with a big bowl of milk. Putting it down in front of the kittens, hoping her at least did this right.

"He expects us to drink that? On the floor?" Maleficent sneered, seeming disgusted with the thought.

"Well, we are kittens, and it does smell really good." Emma replied, moving towards the bowl while sniffing.

Looking over at Henry, Regina sighed, walked proudly over to the bowl and began lapping gently at the milk. After a beat, Emma and Maleficent joined, happily enjoying the cool treat. At Henry's sigh of relief, Regina allowed herself a small smile of victory.

"This is actually really good!" Emma said, straining to get down to the bottom of the bowl. As she pressed further forward, the bowl began to tip. Unable to stop her fall, Emma ended up face first in the remainder of the milk.

"So much for the rest of that." Maleficent snarked, upset that the milk was now all over the floor. "The bowl on the floor was bad enough, I am not licking it from the floor."

Emma, for her part, continued to lick the spilt milk, ignoring the milk covering her face. "It's not so bad, just go with it!"

Walking over to the milk covered kitten, Regina began licking Emma's face, cleaning her. Unable to move do to shock, Emma remained seated while Regina cleaned her.

"Are you two quite finished?" Maleficent snarked again behind them. "You may look like kittens, but have some restraint."

If kittens could blush, both women would be beet red. Regina had no idea why she had the desire to groom Emma, and Emma was embarrassed at how much she had enjoyed the attention.

Distracted by the knock from the front door, they all turned to face the newest person in the house. "Henry it's me can I come in?" Snow called, opening the door before the sentence was finished.

"Yeah, I'm in the study Grandma." Henry called back, still watching the kittens in concern.

Snow came into the study, and once she saw the kittens, had the same reaction Henry did. Rushing forward and scooping Emma up. "OMG! You are all soooo cute!" Snow cooed and scratched her behind the ears.

"Mummmmmm, stopppppp." Emma meowed half-heartedly.

"You can talk?!" Snow almost shouted, holding Emma out at arm's length.

"No they can't. She just meowed." Henry said confused.

"Wait, you can hear us?!" Regina asked shocked.

"Yes?" Snow said confused. Turning to Henry, Snow gave him a puzzled look. "Can't you?"

"No, all I hear are meows." Henry frowned, looking back and forth between the kittens and his grandmother.

"That's all very well and good, but I would like to be human again. So can we please move this along?" Maleficent said, stepping forward and winding herself around Snow's legs.

"Oh, right! What do I do to get you back to yourselves?" Snow asked, leaning down to scratch Maleficent on the back near the tail. Arching into the attention, Maleficent let out a loud purr.

"Go tell Blue or Gold what happened. I'm sure one of them can help us." Regina huffed, unsure why she was upset at not being pet, but upset regardless.

"Okay." Snow smiled and put Emma down, scratching Regina briefly as she passed.

"Well, at least that solves the issue of communicating what happened." Maleficent said as she curled up in a patch of sun. "Emma dear, you may want to take a moment and finish cleaning yourself up. You still have milk on your face."

Lifting her paw, Emma swiped at her face, pushing the milk further into her fur. "Did I get it?"

"No dear, you seem to have just made more of a mess of yourself. Regina, perhaps you could help her?" Smirking, Maleficent settled and began to doze in the warm sun.

Padding over to Regina, Emma did her best kitten pout. "Help a kitten out?"

Heaving a sigh, Regina rolled her eyes. "If I must."

After making a few phone calls, Snow returned to the study with Rumple and Blue, to see that Emma and Regina were grooming each other while Maleficent was curled up asleep in the sun.

"They are so cute." Snow cooed, and Gold couldn't help but chuckle.

Hearing the other people enter the room, Emma immediately padded over to Blue, who began petting her in earnest.

"I will have to make a potion, which will take about a week, possibly two. You'll have to make sure they stay out of mischief until it is ready." Gold said as he walked over to scratch Regina behind the ear, earning a purr.

"I think we should keep them as kittens. They are much more…pleasant." Gold smirked.

"If you even dare to consider it, I will destroy your happiness if it's the last thing I do." Regina growled, swiping at Gold's fingers.

"Oh, kitty has claws!" Gold snickered, before standing back up.

"Oh, leave them alone Rumple." Snow said as she picked up Emma and Regina. Startled Emma gave a grumpy meow, flattening her ears back.

"Don't even start with me, missy." Snow said and tapped Emma on the nose, earning a snicker from everyone.

"So how long are we going to be kittens for?" Mal asked as she stretched languidly.

"A week, maybe two." Emma answered, still pouting at being scolded.

"You can't be serious." Mal huffed. "What are we supposed to do for that long?!"

"I like being a kitten." Emma smiled and jumped from her mother's hands. Wandering around the room, she became distracted by her tail, fiercely attempting to catch it.

"Yes, will I don't." Regina and Maleficent muttered at the same time.

1 week later

"It's finished." Gold said with a flourish, walking into the house like he owned it. "How are the little ones doing today?"

"About the same as they are every day. Maleficent is avoiding everyone, and sleeping as close to anything hot as she can. Emma and Regina tuckered themselves out again playing, followed by their usual cuddling and grooming each other." Snow rolled her eyes, with a small smile. "Good timing on it being done. I was just about to give them their afternoon milk."

Pouring the potion into the bowl, Snow gave it a quick stir, before placing it down on the floor. "Ladies, milk is served!"

Three very enthusiastic kittens came bounding into the room at the call, heading straight for the milk. Each drinking their fill, they returned to the study, Maleficent close to the fire, and Emma and Regina curled up on the couch, all purring happily.

Slowly waking from her nap, Emma stretched deeply. "Wait, why is everything so small?" Emma asked. Looking down, she noticed that she was once again in her human form, as were Regina and Maleficent. "We're back!"

Shaking Regina, Emma began bouncing in her seat. "Wake-up! Wake-up! We're people again!"

"So we are." Stretching to her full height, Maleficent shook herself awake. "You are going to need to do more than that to get her awake dear. Allow me." With an absent flick of her wrist the couch tipped on its side, dropping Regina heavily on the floor.

Eyes shooting open to glare at whoever thought it was fun to drop her, Regina was greeted with a shocked looking Emma, and a grinning Maleficent. "Wha- Oh! We're back in our proper forms." Standing up and stretching to her full height, Regina moved closer to Emma.

"Yeah! It feels so good to be human again!" Emma smiled, bouncing on the balls of her feet.

"Agreed. Especially since I can now do this." Grabbing Emma by the lapels of her jacket, Regina claimed her lips in a breath-stealing kiss.

As the women became lost in each other, Maleficent moved over to stand next to Henry. The look he wore was a mixture of disgust and victory. "Okay, so I made the wrong potion but I guess it ended how I wanted it to." At a very erotic moan from the pair in the middle of the room, Henry's look changed to simply disgust.

"I do believe that is our cue to leave them alone." Mal said, watching Henry's look.

Breaking their lip lock, much to Emma's disappointment, Regina turned to the two trying to sneak out of the room. "Not so fast. You're staying right there. You knew, didn't you?!" Regina growled, finally fitting the pieces together of where Henry would have gotten a potions spell from.

"He may or may not have come to me seeking advice on certain concerns he had." Mal said with a grin. "I may or may not have loaded him a book and explained where to find the ingredients he was looking for, as well. But who's to say what really happened?"

Emma and Regina looked at each other and smiled. "Well, it may have taken us being kittens for me to see it, but I can't say I regret this past week."

"Me either. Being a kitten was fun, and getting to spend all that time with you was even better." Leaning in to nuzzle Regina's neck, Emma was surprised at the giggle the affection received.

Seeing that they were slowly becoming lost in each other again, Henry and Maleficent began edging towards the door of the study. Almost out the door, they heard Regina calling after them. "Just because we are happy with the end result doesn't mean either of you are off the hook. Mal, none of my cider for the next week. Henry, you are grounded for a week. And if either of you decide to ignore your punishments, there is always more of Henry's potion as an option."

The End

A/N So what did you guys think?