Ariel, beloved daughter of Triton, is Ursula's ticket to power. The naïve little princess just needs to be manipulated in the right way… a twist here, a shudder there, the right word at the right time, and she'll walk right into Ursula's hands.

That's the plan, anyway. Lure Ariel in, write her a terrible contract, use her as blackmail, and take over the kingdom. It's all revenge.

But then Flotsam and Jetsam pull a terrified girl into her cave, and Ariel's cheeks are streaked with tears, her eyes bloodshot, and her hair the exact same coral red as Athena's.

"I – I shouldn't be here," she whispers, and her voice is trembling, her hands shaking, eyes wide and worried. Yet she is determined to see it through.

Flotsam had assured Ursula the desperation was born because Ariel had fallen in love with a man – a Prince, in fact – and that she wanted, terribly so, to be with him.

Seeing her now, though, breaking and stubborn and determined, Ursula struggles.

Her eyes are not the eyes of a mermaid hopelessly in love. No, the frightened eyes blinking back at her are the eyes of someone with something to prove. Something to find.

The words die on Ursula's lips. "Oh, sweet child," she says, and the eyes are not Ariel's, they are Ursula's. "Of course I will help."

Hope flickers across Ariel's face. Ursula turns swiftly – it pains her too much to see that – and runs through her mental library of spells. There are none that will work without backfiring or taking something from Ariel in return – especially not with how bruised her heart is.

She tells Ariel as much, and the girl needs to learn to hide her emotions, for the desperation and hurt that burns on her face is so obvious even Jetsam takes note.

"Give me a few weeks," Ursula says, an olive branch through all the pain. "I'll have something for you, then." And there it is again, that terrible, honest hope. "Take her home, Flotsam, Jetsam."

The eels nod, circling around Ariel once, twice, three times before leading her towards the entrance once more.

"Oh, and Ariel?" Ursula calls after them – on a whim, as a half-formed thought, a buried wish. "If you need a listening ear… you know where to find me."

Surprise. Confusion. They shine on Ariel's face.

It echoes in Ursula's chest.

Ursula gets to work immediately. Leafing through recorded spells, double- and triple checking her stores, time and time again looking through and making sure she's fully aware of what she has to work with.

It's after she's been at it for almost two hours that she finally admits defeat.

That's how her children find her, sunken together in a heap of tentacles and open books, eyes open and unseeing. They squeak and rush over, complimenting and fussing and worrying among each other, and Ursula says nothing as she takes them into her arms and closes her eyes.

She's used magic as long as she can remember. And still… every single spell she knows of is Dark to its very core. Not a single one of them can be done without a major sacrifice from someone involved.

Slowly, Flotsam and Jetsam calm down in her arms, wriggling around until they're settled comfortably around her shoulders and torso, tight, tight, tight –

Well, Ursula thinks to herself, she'll just have to learn, then.

She gets to work the very next day. It's hard to make a spell from scratch – she's only done it twice before, and she was powerless and a shell of her usual self for weeks afterwards. It's far easier to combine already existing ones. Ursula has some experience in combining spells, but none quite as delicate or complicated as the transformation Ariel needs. On top of it all, the spell is going to become terribly taxing. It asks for a permanent sacrifice, and it needs to be important – the hard part is to find something that is important, but not terribly so. Perhaps some of Ariel's years to live, or her chance to bear children – but no, that is all too much, too expensive…

and so it continues, a desperate hunt for spells that will dull the sacrifice but still work.

"Urrrsulaaaa…"

Ursula looks up from the various books strewn around her – notebooks and grimoires and textbooks and half-done sketches and blueprints. She realizes too late that of course she's not going to be able to pinpoint Jetsam's voice, she built these caves to let voices drift everywhere if desired –

"You have a visitor," Flotsam chimes in, interrupting her thoughts with the same hiss their voice takes on when they speak through the pipes.

Ursula grimaces down at the scribbles she'd been jotting down. Needy merfolk – she'd just managed to find something that made sense after nearly a full hour of stumbling around looking for clues. "Tell them I'm busy!" she calls.

She goes back to scribbling.

"It's the young princess," Flotsam says, and to the untrained ear they might sound indifferent, but Ursula knows better.

She stops. "Ariel?"

A confirming hiss from Jetsam.

"Send her in," Ursula says, rushing to put away the blueprints, sketches, and textbooks in common. They are secrets the princess of the kingdom should not know.

It doesn't take long before the familiar girl swims in, trailed by Flotsam and Jetsam on either side, blood-red hair in the water behind her. She looks nervous, just as uncertain as last time Ursula saw her, and even more determined.

"Someone found their courage," Ursula mutters, putting her hands on her hips. "What is it? I said to give me some weeks, I have – "

"Do you have a way I can see him?" Ariel blurts, after which she immediately slaps her hands to her mouth. She looks just as horrified as Ursula is surprised.

They stare at each other for a moment, Ariel trembling and Ursula still as a statue. "Flotsam, Jetsam," she says, and though her heart is aching her voice remains the same. "My cauldron. If you will." The two eels whisk away as soon as the order has been given, and Ursula and Ariel are alone.

It's Ursula's home, she's the master of these seas, and she has never felt smaller than she does now.

She clears her throat. "It has been some time since I watched the surface," she says, an excuse to turn to her bookshelves, jumping up high and staying there for some time. Her fingers, dancing along the backs of her older grimoires, jolt algae from their places and sends it drifting through the room. "I know the incantations, of course, only need to check to be sure."

The silence that fills the room is awkward, but she is Ursula, she is the Sea Witch, and she bites her tongue and refuses to acknowledge it.

It's a very simple spell that requires little. The sacrifice is merely some of Ursula's energy, and it's given back to her once the spell is lifted. The incantation is simple as well.

Ursula floats down to the floor again, a now-open book in her hands. She skims through the cautions she wrote in, her handwriting shaky with uncertainty and fear after her then-cauldron had blown up in her face.

She notes, absently, that Ariel is hovering over her shoulder, trying – and failing – to subtly read the page. It matters little – if she's able to read the letters soaked in magic, then she deserves to see them. Besides, it's just a little spell – one she will be participating in. Ursula will never discourage a thirst for knowledge.

Ah, so much like Athena…

Flotsam and Jetsam arrives, then, pushing Ursula's cauldron before them.

"Thank you, dears," Ursula says, clapping the book shut and giving it to Jetsam to replace before floating over to the cauldron. She waves Ariel over, and she hurries after Ursula, though she still looks nervous.

Ursula performs the spell calmly, as quietly as she can. She could be fancy and intricate and loud, with flashing lights and smoke and dancing colors, but Ariel is shaken enough from just being here. Ursula has no desire to terrify the poor girl.

"There," Ursula says, ignoring the way her heart yearns for something to be reflected in the water. Nothing has been there for years, and never will there be again. "In this you see who holds your heart. Your prince should be there."

Ariel turns wide eyes on her. Her fingers hover over the edge of the cauldron. "I – how long do I have?"

"However long you may need," Ursula says. She turns back to her notes before Ariel can answer.

And like this they spend some time, Ariel leaning over Ursula's cauldron, losing her heart more with each image she sees. She cannot hear what happens on the surface, only see, but it seems to be enough for her.

"Your request is peculiar," Ursula says after a Poseidon knows how long silence. She feels, more than sees, that Ariel spins around. The water is disturbed, sending one of her notes flying. She snatches it back with a lazy tentacle.

"But you will do it?" Ariel asks, desperately, voice high-pitched and worried. When Ursula casts her a glance her knuckles have gone white on the edge of the cauldron.

Ursula does not say that she had forgotten who Ariel's mother was until she stepped into her cave. She does not say that she would do anything for someone with that hair. She does not say that she will not rest until Ariel has her love in her arms.

"Yes," she says, and that is all she has to say.

She begins to talk about the spell after another few minutes of silence. How she has to combine other spells to make a new one, how she has to be careful about what sacrifices the spell asks for, how a spell will never allow a loophole…

she gets lost in foggy memories, re-living a past she will never again have, and almost forgets who she talks to.

And then Ariel pipes up with a question and the pretense shatters.

Ursula answers as well as she can, and then the torch switches hands. Ariel starts talking about Eric, and if her voice drifts towards his surroundings more than he himself, then Ursula isn't going to comment.

The shell upon her collarbone is heavy.