AUTHOR'S NOTE: Descendants 3 was amazing and as soon as I watched this scene for the first time, I knew I wanted to write about it so obviously a warning for spoilers. Hope you all enjoy and let me know what you think!

"Find out if anyone's seen Audrey. And find out if she has a list of demands!"

Ben felt bad as soon as he snapped at the man but even after he left, he didn't really have the time to dwell on it. Thoughts were circling around and around in his head at a million miles an hour and it was all he could do to unbutton his jacket and sink down in the chair.

This was Audrey. All of this fear and panic…had been her.

He dropped his head in his hands, trying to calm his breathing and his mind, but there were too many unknowns. Where Mal and the others had gone. If his parents were still awake. If Jane had found her mother…

Fingers lightly touched the back of his neck.

"Just one."

He jumped, spinning around to find Audrey standing behind the chair, and barely had time to process the changes in her appearance, the crown on her head, and the scepter in her hand…he swallowed and Ben hated that he felt wary of the girl in front of him.

This was Audrey. She wasn't a villain. She was his friend.

"I have a proposition." She took a step toward him, smiling wide, "I'll wake everyone up right now. Under one…itty bitty condition," She took his hand, slowly trailing her fingers up his arm and over his shoulder, "Benny Boo."

He was frozen to the spot, even as she brushed his hair off his forehead and cupped his cheek in her hand, and he couldn't help but note the familiar things about the girl in front of him: her touch, her voice, her smile.

He could still see the Audrey he knew behind it all.

"Make me your queen and we'll rule side by side."

Ben blinked, trying to process the words as he reached up and placed a hand over hers. He looked into her eyes, hoping to see something else behind them. Something that had nothing to do with her, "Did someone put a spell on you? Just tell me who and I'll-"

"You'll what?" her tone hardened, "Marry them?"

He took a step back, horrified, as she let out a sharp laugh and turned away.

There was nothing familiar in that sound.

"Most people get dumped because they aren't good enough." She turned back around with a smile, "I wasn't bad enough. How do you like me now, Benny Boo?" she spun, letting out another chilling, alien laugh.

He was suddenly struck with another conversation with another girl who'd thought she'd had to change herself to be what Auradon wanted, what they thought he needed and his heart ached at the past pain…

"I like the old Audrey better." He walked up to her, "She wouldn't want to hurt Auradon."

She looked unsure for a split second, glancing at the scepter.

He did the same, the green orb glowing menacingly as he took another step forward, hoping that he would be able to talk his old friend down from her vengeance. Ben kept his voice as level, as calm, and as diplomatic as he could, "Just…give me the scepter and I'll forgive you."

Something flashed behind her eyes, Audrey moving the scepter from one hand to the other and halting his approach while keeping the scepter far out of his reach. "You'll forgive me?" She sounded hurt by the words, her voice hardening once more, "I don't think so."

He saw the shift in her too late.

"Sleeping's too good for you!"

The magic washed over him and the transformation was instantaneous, Ben collapsing with a low growl as the world became filled with too many noises, too many scents…it was all just too much. He had to get out. He had to leave.

Ben stumbled to his feet, mindless as he tore through the castle, leaving gouges in the wood paneling and ripping through the curtains like they were paper. He couldn't let anyone see him like this. He had to get to the Enchanted Lake. Maybe it'd be able to…

His head pounded as he was suddenly bathed in sunlight, the thoughts leaving him as he kept running. All he could see was a million shades of green and blue and brown, the light refracting from his surroundings and hitting him like shards.

Painpainpainpain…

His shoulder slammed into a trunk, but he kept going. Kept running.

Another tree. A boulder.

Ben swiped out at a branch, roaring in pain as something cut deep into his hand.

He stopped as he picked up on something approaching, the low murmur of voices familiar, but the moment passed as his hand throbbed and a growl slipped out of his throat as one of the voices called out something. A name. His name?

Too loud. The voices were too loud.

They hurt. The voices hurt him and he had to make them stop.

He jumped from the trees, finding the source of the noise, and roared, lunging for the nearest one and swiping at them with his claws. There were two scents that didn't belong and he saw the glint of something metal. Something sharp. Something that would hurt him.

They were going to hurt him.

He snarled, crouching low and launching himself forward.

Every time he moved, the wound in his hand sent a new wave of pain. Of agony.

He roared.

It hurt. Everything hurt.

He clambered up, away from them, growling all the while.

They kept speaking. Kept making noise.

Why wouldn't they stop?

"Hey, Ben? It's me, Carlos. Alright?"

He snarled, swiping out at him.

Away! Go away!

He pulled his hand back, "Hey! Hey, Ben, it's Carlos." His voice was softer as he held out a hand, "Alright? You know me." He kept moving closer, "You helped me once. Remember with Dude. Right? Let me help you."

Carlos. Dude. Help.

The words slipped through the pain and he saw flashes of the boy, younger than he was now, clinging to a tree, scared. He'd been Ben then, bringing the small dog over. Helping him. Carlos wanted to help.

Help meant no more pain.

"Come on, let me see your hand."

He held out his injured hand, growling lowly as the boy gently uncurled his fingers.

"I'm going to count okay?"

He watched the boy closely as his fingers grasped the large splinter, his heartbeat (as well as the others) pounding rapidly in his ears and drowning out the countdown, and he roared as the splinter was pulled out.

"There you go! That's it!"

With the pain receding, his thoughts became less chaotic, less beastly…

A new scent hit his nose and he turned right as he was sprayed with water and felt the familiar tingle as the magic that had transformed him was washed away. Enchanted Lake water. He shook his head as the world around him dulled, slightly disoriented at the drastic change and suddenly remembering all that had led up to it.

Audrey. Maleficent's scepter.

She'd turned him into a Beast.

The realization hit him like a punch to the gut and he staggered forward.

Jay caught him, slinging one of Ben's arms over his shoulders as he helped him down the small hill and over to one of the old fallen trees as Carlos jumped down to go talk to Jane, "Alright. You good?"

He nodded, "Yeah."

Jay motioned over to the tree, "Let take a seat right here."

Ben practically collapsed onto the log, his entire body aching from the back and forth magic transformation and even as he chuckled along with Jay, a rock sat in the pit of his stomach and he hoped that Mal and the others would be able to stop Audrey before it was too late.

He refused to think of what would happen otherwise.