DISCLAIMER: I do not dare claim any ownership for the characters, situations, plots and/or spins on old stories that ABC gave us in Once Upon a Time.

This is a what-if story: The way I figure, something DID jog David's memory that night in the pawn shop…but it wasn't the windmill...

(So this is very VERY AU...At this point, I'd say this isn't remotely based on the TV show anymore – which, confession time, I confess I haven't watched in years. I hear it's gotten weird. I stopped watching after two seasons. Is it really that weird? BTW, Many thanks go to whoever uploaded THIS TRACK: watch?v=1vXj-eT3rF4 youtube. I strongly recommend reading this chapter with that music playing in the background! More author's notes to follow the chapter. In the meantime, enjoy!)

In the shadow of the toll bridge

The Fairest One of All

"Emma!" James shouted as he watched Emma leap through the portal, feeling both relief at seeing his daughter and wife before him and fear for the looks of anger and terror Emma was leaving in her wake (most notably radiating from Jasmine who glared after the Savior with near hate in her eyes).

"Are you ok?" Emma rushed toward him, looking him over as if expecting to find some wound or gash on his person.

"What? I'm-I'm fine—" he looked to his wife whom he could tell shared the same mixed feeling of relief and worry. "Snow what's—"

"She's…had a vision," Snow explained as Emma started darting her head every which way around the cell, pinging her gaze between every linchpin and keyhole that held her father captive. "She sensed you were in trouble."

"He is," Emma snapped, annoyed at her mother's use of past tense. But she didn't have time to explain. In fact, she couldn't possibly explain; she didn't understand it herself. The vision she'd had of her parents was probably, to date, the calmest, happiest memory of their past she'd seen, and yet somehow, learning of the one carefully guarded secret James had hidden even from his wife had triggered bone-chilling fear for his fate. She couldn't wait any longer. She had to get him out – now! "How do these work?" she asked him, pulling against the iron bars. "Does Regina have a key or does she magic them open?"

"Emma, slow down—" James tried.

"Dammit, there's no time for that! I—"

"James!" came Dawn's voice from across the cell block. They all turned to the sleeping beauty who was pointing at Charlie's cell. Snow caught her breath and stared in suspense as Marina Andersen stepped timidly in front of Charlie Fisher, her eyes locked with the deaf dock worker's, the two lovers of Atlantica caught in a gaze that might very well break the curse all on its own.

"Ariel," James muttered then turned back to his family. "Emma, Regina just took Adam and Belle up to her chamber. He's going to relinquish his guardianship any minute. You have to stick to the plan. Wake Ariel. Release the sixth guardian—"

"I'm getting you out of here," Emma shook her head, though her voice was a little less sure than it had been moments earlier.

"Fine. After you—"

"Look out!" cried Snow as a heavy mallet swung down from behind them and just barely missed Emma's skull.

"What the—"

"Holy sh—"

"Just whadyou think yer doin' there, missy?" came a thundering voice as the biggest, most disgusting creature Emma had ever seen came barreling toward them from the other end of the corridor.

"Who the hell are you?" she barked, pulling herself to her feet with James's help through the bars. Snow meanwhile had ducked out of the way and ended up near Charlie's cage. Crouching down in front of him and blocking Marina from Gunlief's path, she reached behind her and found Marina's shaking hands grasping for her own. Snow squeezed hard, trying to offer strength to her husband's childhood friend.

"Who am I?" spat the troll, "I see yer daddy ain't tellin' you everythin' bout his past is 'e?"

"Give it a rest, Gunlief!" James yelled, picking himself up off the floor of his cell once more. "You don't register enough in my life to matter."

"Is that a fact!" roared the beast and it was only then that Emma felt a glimmer of recognition, for his rough brogue reminded her very much of—

"Mr. Bridgeport?!" she guffawed, knowing now that all bets must be off if Regina's carefully disguised allies weren't so carefully disguised anymore.

"Whatsa matter, missy?" the troll stalked past her to where Snow and Marina were inching backward, trapped between Charlie's cell and the prison corridor's dead end. Gunlief neither noticed nor cared about the portal wavering close by – stretching open into an empty cell. "Never seen a troll before?" Gunlief lunged after Snow who pushed Marina out of the way but, because of her ankle, was too slow to escape herself. Before Emma could react, Gunlief grabbed Snow by the throat, hauled her to her feet and turned back toward Emma with his knife pressed against her mother's throat.

"No!" shouted Emma as James cried, "Let her go!"

Then a third voice called out and halted the entire group. "Emma!" came the far off scream, something that felt almost other worldly, and then everyone - even Gunlief – glanced up as it sounded again. "Emma!" yelled Princess Jasmine, and everyone's eyes turned on Agrabah's would-be Sultana, motioning for them to hurry through the shimmered barrier of the portal. "He can't keep it open much longer!" She was pointing wildly at Aladdin who appeared slightly more in the foreground and – despite his hand still raised in steadfast determination – was violently trembling, drenched in sweat, barely able to stand.

Emma's gaze darted back to the disgusting troll holding her mother captive, between her mother and father, from her father to Dawn, to Marina and Charlie, back to Jasmine and Aladdin and finally…she'd…just…had it!

Gunlief chuckled as he drew his gaze away from Jasmine. "Well, deputy," he said, holding his knife tighter to Snow's throat. "Looks like ya didn' quite think this 'un thru, eh?"

"Actually," she seethed at Gunlief, "I did." The shift in her tone confused the dumb ox, and Emma saw his grip on Snow loosen. Clenching her fists at her sides, feeling Maleficent's power still churning inside with her own, Emma focused her energy and geared up. "Now get the hell away from my mother!" Waving her hand in a sweeping motion across the troll, Emma promptly launched him away from Snow, sending him through the air, his arms flailing and his knife falling with a clang against the cell bars as he crashed – already unconscious – against the prison wall. She watched as Gunlief's crumpled body slid down and landed in a heap, having been lifted seemingly from nothing, though no one there had a doubt whose powers had affected the turning tide. Emma then moved to the portal, ignoring the gaping mouths and dumfounded eyes all turned in her direction. "Mom? Move," she ordered, and barely allowed Snow enough time to crouch back beside Marina before she focused once more, this time lifting both hands to her sides.

Emma closed her eyes and became strangely attuned to the strength of the iron bars she now worked to twist and break apart. They were chemical…molecular…weighty and real in her mind as much as if she were pulling at the rods with her own bare hands, straining her own muscles to affect a release. Her face twisted and contorted in distress, beads of sweat trailing from her temples as she tightened the kinetic grip she had on the cell block. Then slowly, the bars started to budge and she saw James dart a stupefied gaze from her to the linchpins holding his cell door in place. He scurried backward, prompting the other prisoners to do the same. And as they all backed away from their prison gates, Emma let out a strained, exhausted cry. With one swift motion, she wrenched the bars free, crashing the cage together in a tangle of crumpled metal in the air…without ever touching it.

For a moment, no one stirred, merely gaping at the pile of twisted rods and clouds of dust settling around them. "Emma," whispered Snow as she helped Marina to her feet.

Emma looked down at her own hands and turned them over, examining her palms as if they weren't her own. "What's happening to me?" she murmured. Had she really…just…?

Snow was at her side at once as was James who – free at last – rushed out of his cell to his daughter and wife.

"Isn't it obvious?" James chuckled through bleary eyes, at last able to gather his daughter in a fierce hug, "You're kicking Magic's ass."

Snow snorted, having never heard her husband so freely embrace this world's vernacular. "And saving us – just like you were supposed to."

Emma let out a weak smile as she watched Marina take a timid step forward, along with Dawn and Charlie – Charlie! she gasped, then glanced through the portal which was now less than half the size it had been. Aladdin was losing it. Pushing past her parents, Emma stepped over the tangled mess of mangled iron and stalked over to Charlie – poor guy –grabbed him by the collar and ushered him out of his cell. "Marina," she ordered the red-head away from Dawn, shoved the two together and then nudged them toward the portal. "Go!" she said, and – almost more afraid of Emma herself than what might happen if they stayed – both Marina and Charlie staggered forward, leapt through the opening and reappeared on the other side, rolling to the ground at Aladdin's feet. Emma watched them land then locked eyes with the street rat. A question there, unspoken, for Aladdin had no strength to spare for speaking. Emma nodded. "Let go," she whispered, seeing Ella and Jasmine already springing into action, bringing Charlie water from the healing well, preparing to restore his hearing so that Marina's voice could awaken them both –their original plan. Aladdin nodded, shoulders already sagging, and then he collapsed to the forest floor as the portal sealed tight, leaving Emma, her parents and Dawn alone in the cell block.

All was dark now; the daylight from the site at the wishing well had vanished along with their ticket to safety – dammit!

"Emma," her father's voice startled her as he'd approached so quietly from behind. She turned to him. "You did good," he smiled, resting a hand on her shoulder.

Emma's breath caught in her throat as she turned into his embrace and hugged him tight. "I wanted to get you out."

"And you did," he pulled back and held her at arm's length, nodding down at the crumpled debris and the unconscious troll. "And then some."

"But in the end you sent Ariel through, with Eric," said her mother who had reached them both. "Not your father."

"Because I'm an idiot," Emma grumbled. At that moment, the ground beneath them shook and alarmed faces replaced their temporary, fleeting relief.

"No," Snow sighed and glanced at the ceiling, the first of many tremors making quite obvious the fact that this was all very far from over. She turned back to her daughter, took a deep breath, and touched her forehead to Emma's. "Because you know we still have work to do."

...

The sight was almost too horrific to be believed. Though she'd seen a lot of crazy shit in the last 12 hours – and done even more than she'd seen – nothing could quite prepare Emma for the other-worldly, almost cinematic, scene before her. The mausoleum retained very little of its "real world" features; its very walls seemed to be ripping apart from themselves as if Regina's artfully crafted façade was peeling away, layers at a time. In the center of what remained of the room was a stone slab, but where a family tomb should have been stood a medieval altar instead. Arms stretched toward the blackening sky, Regina was positioned behind the altar, her back towards them as the cell block crew emerged from their underground prison. Overhead, torrents of smoke and purple energy swarmed in a chaotic mass of magic, pulsating like an upside-down cyclone in the sky. Not unlike the tornado wisps and electric swirls of power that had enveloped Emma and Aladdin at the hospital, the world's continually unravelling magic seemed to be collecting above them, building into an impressive, intimidating mass that looked poised to descend upon them at any moment. This frightful sight, however, was nothing compared to the true horror of the scene, for "Emma and friends" could barely register the swirling magic in the darkening heavens overhead, when more immediately suspended above them, was a helpless and terrified Belle.

"You said no harm would come to her!" Adam was roaring above a din of thunder and wind, his arms pressed to his back by Circe who, though she seemed to struggle a bit, nevertheless had a firm hold on her beloved champion.

"And so it shan't," Circe yelled, eyeing her beloved's bookworm with a degree of satisfaction that sickened Emma to her core. "As soon as you complete the incantation."

"Adam, no!" James shouted, which drew all heads in their direction, their cover blown though it mattered little. Regina and Circe clearly held all the cards.

Still, Regina started, turning a mildly shocked expression upon the reunited Royal Family of New Gaia…save for her son. How had they— uuuuuuuuugh! She'd left Gunflief in charge. Of course! Impudent troll. She recovered quickly though, for she could tell from the very beginning of Adam's incantation and the tenor of energy now swirling above her that the tides were about to turn…and everything she'd been working toward would soon be hers. "Ah, the family of Charmings," she said with a shrewd grin. "Together at last."

"Let her go, Regina!" Snow bellowed over the sounds of the building storm.

Regina glanced up at Belle, who bravely refrained from screaming but could not hide the terror in her eyes as the winds of magic tossed her about in the air like a rag-doll. "As you wish," Regina lowered one outstretched arm and Belle started to plunge to the ground.

"NO!" cried pretty much everyone, though Adam's voice was loudest, before Regina quickly recovered, telekinetically snatching Belle from the jaws of death just before she smashed into the frozen ground. Emma's arms were raised too and her arms were tingling, but she didn't feel as if she'd exerted any sort of control over Belle as she had in the cell block. Was her power gone? Limited?

"No?" Regina laughed as she effortlessly lifted Belle back to the air, a good 50 feet at least, "I thought not." Casually she shifted her focus back to Ebonshire's reigning royal. "Now, where were we?"

Adam shook with fear and fury. Never had he felt so much at stake – his wife, his unborn child – all within moments of being ripped away. And for what? The preservation of magic? To hell with it! What cared he for magic anyway when it had caused him naught but a lifetime of agony? Had he cared more, he might have even taken the time to explain that to James, whose pleading eyes were not lost on his old friend, but he could not – would not risk losing Belle again. No. Not this time. Not for – literally – all the magic in the world.

Sensing at last his acquiescence, Circe released her hold, pressing once more into his hands an ancient scroll, a remnant of her world of gods and goddesses long forgotten, but no less powerful. "Finish it," she crooned into his ear. Without hesitation, Adam took it and began to read.

"Adam, you know what this will do to our world!" James pleaded, breaking free from the group as he begged his old friend to cease. "You know once Regina gets control of all magic, there'll be no stopping her. Belle still won't be safe!"

Adam ignored him, his deep voice resonating in the cloud bursts above as words of release from a Guardian of magic twisted the churning fabrics of power overhead.

Emma rushed to her father's side. "He's not listening, Dad. Whatdowedo?"

James turned, glancing back and forth between Belle in the air and Regina on the ground. Adam's incantation continued behind him, an audible hourglass of time running out. He looked up at Belle again, then back to his daughter with revelation in his eyes.

"Grab her," he said, seizing Emma by the arms.

"What?"

"Grab her!" he gave her a shake. "Take her out of Regina's hold. Just as you did Gunlief and the prison bars. You can do it Emma. Among your growing powers is the same telekinesis that Regina's using. She can't maintain her control on Belle if she's also fighting your magic. Grab her!"

"He's right," her mother chimed in, suddenly at her side with Dawn clinging to her arm. "You've got to try."

Emma looked up, afraid to admit to her father that she'd already tried to "catch" Belle with this new power when Regina dropped her minutes before. Still, Adam seemed to be nearing the end of the scroll. She had to do something. Besides…her arms were still tingling. Glancing up at her mother's bookworm friend, Emma raised her arms and combed her fingers through the air, trying to latch onto something tangible in her mind. It was harder though – frightening. Soon she became aware of Belle's body in her thoughts, but whereas before she'd been sifting through the sensation of iron and steel, the chemical makeup of a human body was much more complex – and fragile. After all, she'd had no fear, no thought at all really to the damage she'd wrought upon the bars of her father's cell. One wrong move here, however, could snap Belle in half. Instinctively, she grasped onto her mother's shoulder for support and she could feelher mother's confidence in her surging through. Suddenly, her hands ceased their shaking and her nerves evaporated. Her mind seized on the task and she felt Belle's body plop safely into her own telekinetic hold. "I've got her," she murmured to her parents. And the queen…twitched.

Up until this point, Regina had been too wrapped up in the euphoric sensations of magic hovering over her. With every breath of his incantation, Adam was releasing Ebonshire's protection of magic from her fingers. But the transference of power here was unmistakable. Regina no longer had a hold on Belle. She couldn't help but grunt in frustration as she turned abruptly from her altar to see whose power had intercepted hers. Her audible gasp upon seeing Emma with outstretched arms was loud enough that even Adam finally paused and looked up from the scroll.

"Belle?"

"Adam!" James cried at the same time. "Look! Emma's got her! STOP READING!"

Thrown entirely by the shifting tides, Circe gaped at the sight of Emma gently lowering Belle to the ground, and Adam promptly took hold of the opportunity. With every bit the ferocity and strength the goddess had always admired, he crashed the two rods of the scroll together, wheeled them back in one arm and cracked her upside the head. Circe fell to the ground with an anti-climactic thud.

More annoyed than she could remember being, Regina threw back her cloak, openly growled at this nauseating power couple and their daughter before her, threw her arms up in the air…and sent James flying toward the sky.

"James!" Snow and her daughter cried out in horror. Attention and focus scattered, Emma's hold on Belle loosened; Belle wasn't yet a safe distance from the ground and she fell once more, screaming as she plummeted toward certain death.

"Hang on!" Emma struggled, flailing her arms back at the air and sending Belle soaring back to the sky before she crashed. It wasn't ideal (she sure hoped Belle didn't get seasick), but more distance gave her enough time to re-secure her hold. At last she had a firm handle on Belle…but now both of them were hostages of telekinesis – Belle in her own grasp…and her father in Regina's.

The queen seethed toward Ebonshire's king. "She can't possibly hold them both, Adam!" she spat. "And you know who she'd rather save!" Regina flicked her wrist toward the sky, toying with James's fate as she tossed him wildly among storm clouds.
"No!" Emma cried, which in turn jostled Belle, though she maintained her hold.

"Adam, don't!" came the faintest echo of James's plea from above, but it fell on deaf ears. Adam had no faith in this young princess's moderate grasp of her own power, and with the fate of his love literally in her hands, he opened the blood-stained scroll and finished the incantation.

The next few moments happened almost too fast for anyone to process. Emma knew she had to release Belle from danger before they had a prayer of convincing Adam to cease the relinquishing ritual. Fighting against the winds of the storm, she worked once more to lower Belle safely with her mind, but in seeing her do so, Regina abruptly dropped her arms and let James fall. Vaguely, Emma was aware of her mother screaming beside her, but in that moment she also heard something else: the whinny of a horse – a horse she'd heard before, recently in fact. And no sooner had she managed to set Belle down on the ground, than she saw the form of an amazing black stallion leap from the horizon, snatch his owner out of the air and land gracefully on the snowy ground beneath them.

Stunned, Regina's fiery glare fell upon the new arrivals and she actually spit at the ground as her gaze met the cocky grin of King Philip. "Evening your Majesty," laughed the king of Braemar whose self-congratulatory tone grated on her nerves. Philip turned Cain, James's magnificent horse, toward Emma and grinned, "Sorry we're late."

"Philip!" Snow let out a tearful laugh as she rushed toward her fellow royal, his cousin, and her husband, all three now seated safely on the family stallion. Emma gaped before finally snapping to and moved herself forward, as did Dawn whose eyes had fallen immediately upon Trent and hadn't wavered.

"Fools," Regina muttered, tempted to send them all hurling out of sight again, but she needn't be bothered much longer with these nuisances. For what they'd all missed in Philip's scene-stealing rescue was the fact that Adam…had finished the incantation. "Well," she said a little louder for her audience to hear. "That was quite an entrance, Philip. So glad you could join us." All eyes fell upon the queen, breaths caught as all soon realized that Adam had withdrawn from the altar, leaving the scroll in Regina's grasp. "Too bad you're too late to stop what your fellow guardian has kindly set in motion."

James glared at the royal in question, trying to muster up the anger he'd felt all along at Adam's willingness to surrender his guardianship of magic over to Regina. But as he watched Adam tenderly lift his exhausted and dazed wife from the forest floor, his own wife and daughter gathered safely around him, it was hard to find it in his heart to lay blame. To his credit, Adam turned, his arms firmly around Belle's shoulders, an apology in his heavy eyes. And they too waited to see what Regina would do next.

"As you can see," Regina nodded toward the sky, "it's already begun." Sure enough, the hues of the already swirling cyclone of energy above them had begun to change, the storm picking up even more speed, and there was a foreboding sense in the air that things were about to get much worse for magic. "I suppose I can't blame you for trying to stop the inevitable. I'm even mildly impressed, Princess," she turned her vicious gaze on Emma, "grateful even…that you got this far."

"What are you talking about?" Emma glared back, and the others gathered around her: Philip helping James dismount from his horse, Trent's own eyes locked with Dawn's then drawing her close, Snow coming to help her husband regain his footing then together stepping over Circe's collapsed body to join their daughter at the bottom of the altar at which stood the last remaining villain of the entire Council of Rogues: The Evil Queen.

"You and your half-baked, brainless stumbling about Storybrooke," Regina chuckled, glancing every so often at the changing colors in the sky, seemingly content with what she was seeing. "You and your precious little royal family," she cringed in a voice of mockery, "tripping over yourselves trying to run around and restore happy endings and raise your little wishing wells – all along ignoring that feeling you still have in your gut…right…now," she paused and pointed right at Emma's stomach.

Snow's grip on her daughter's shoulder tightened and James held his breath, but the gesture was not a magical attack. It was a human one, and Emma gulped.

"Oh yes," Regina glowered, "you know exactly what I'm talking about, don't you dear? That instinct that was born…here," she raised her arms, indicating the world she'd shoved theirs into, "this wonderfully twisted, messed up world you grew up in. A world with no magic and no happy endings. A world which bred in you that instinct…to run."

"She's monologuing, Emma," Philip tried to scoff, "don't listen to her."

"You can fool them all you want, Deputy," Regina sneered, Emma's title a faint reminder of the sheriff they'd buried just this morning. "But you know…that you're no savior."

Snow was positively seething and Emma could feel her father tense, but they all remained still.

"In fact, you know what?" Regina laughed as she flicked her wrist at a darkly tinted mirror still clinging to one wall of her transforming mausoleum. "I take that back. You have saved something," she gave the mirror another wave and an image started to form across its surface. "You've saved me a lot of time." Emma's eyes fell upon the glass which had morphed its surface to reveal the sight of the second wishing well where their comrades were still busily enacting the plan. Regina's words toyed with her brain. Saved her time? Before their very eyes, Charlie – or rather Prince Eric – was seated before Ariel. The golden seashell chain was around her neck. All was going according to plan. Their plan. How could this possibly help Regina? Exactly how was this saving her time?...

...

…"Take your time, Marina," Ella patted her red-headed friend on the shoulder with a supportive smile.

"Ella," Jasmine moaned. But Ella shot her a look. She'd had about as much as she could take of Jasmine's impatience, though she supposed she couldn't blame the would-be Sultana. Maintaining the portal for as long as he did, all on what Ella now understood to be borrowed magic, had all but wiped Aladdin out. He was still collapsed on the forest floor, clutching Genie's lamp tightly to his side, and barely able to move, let alone speak. Jasmine was at the moment fishing another cup of healing water from the well in an attempt to help Aladdin regain his strength. It wasn't working of course; wishing well water wasn't exactly Gatorade. But it had successfully restored Charlie's hearing, and now here they were, one song away from restoring the sixth guardian's happy ending and fully releasing the good magic Regina's spell had held captive for 28 years. One song. That's all they needed…

...

… "One song away, it seems," Regina cackled as she watched the glass like an old movie she'd thoroughly enjoyed as a kid. "Any minute now, that Little Mermaid will use that beautiful voice we've heard so often here at our tree-lightings. She'll sing, he'll awaken—" she paused and glanced back at the royals of Lochmere and Atlantica, "—in fact with these two I'm sure there'll be singing all around. Flute-playing, warbling sailors, tap dancing crustaceans– who knows. But eventually," she turned back, "Ariel will awaken too. And then – thanks to Adam – " she nodded toward him and Belle, "all of that magic will come…to me."

"To you?" James shook his head.

"Bullshit!" Philip added. "The sixth guardian releases the third wishing well, and good magic is set free. You're stalling Regina!"

"Am I?" She looked back at the glass…

...

…"I…I don't know what to do," Marina shook her head, her eyes locked with Charlie's who remained mute even though he could now hear.

"Sing, Marina," said Ella.

"Sing what?"

"Whatever's in your heart," Ella tried again.

"What the hell does that even mean?" she grunted.

"Oh for the love of—"

"Jasmine!" snapped the princess, "You're not helping."

"The flutes…" whispered a voice, and Jasmine started, for it was Aladdin's.

"What?" she crouched down to her husband.

"The flutes," he said again, and gestured to his pocket.

Jasmine gasped, having totally forgotten about the leather satchel he'd procured from Gold's shop. The flutes. Their flutes. "What about them?" she asked dumbly.

Aladdin shook his head. Unable to fully explain, he gestured to Charlie, who was eyeing all of them rather warily.

Ella guessed at what Aladdin had hinted, but wasn't convinced. "Yes, Eric plays the flute, but—" she pointed down at Marina's shell, "—that's his ocarina. If he should play anything, it should be that."

"Charlie…plays…the flute," Aladdin wheezed between coughs. And this time it was Marina who gasped.

"He's right," she said, looking back at the black-haired janitor, finally recalling a memory she knew to be hers. "He…" she stopped herself and gazed at her friend. "You…would sometimes come up on stage at the Ugly Duckling."

Charlie's posture shifted slightly, still getting accustomed to the very act of hearing sound. But…Ugly Duckling. Yes…that was familiar. Slowly his head turned from the beautiful woman in front of him, admired before only ever from afar, and reached out toward the one they called Aladdin. "M-may I?" he asked in a hoarse whisper, startled by the sound of his own voice.

Aladdin had already removed one of the old wooden recorders from the satchel and stretched it across the clearing. Jasmine helped him and placed the flute in Charlie's hands. They watched in breathless anticipation as Lochmere's young prince rolled it over in his palms, then placed it to his lips and blew.

A harsh, goose-like BLAAHRNK honked from the tube and they all twitched at the noise. Ella stifled a chuckle, but Charlie didn't seem perturbed. Readjusting his mouth over the reed, he gave it another try…and at once a beautiful tune warmed the air around them.

At first, Marina remained distressed, and Ella's heart went out to her. It was clear she felt as if she knew, somehow, that everything in this world depended upon her knowing what to do next. She had a role to play, one far more significant than The Ugly Duckling's headline lounge singer – and even Charlie knew it was important –yet she was lost in her own sea of confusion.

"Just listen," Ella tried one last time, and nodded reassuringly.

Marina focused on the man in front of her and closed her eyes. Finally…as the song played on…

...

"Ah, finally," Regina rolled her eyes. "Ursula always said Ariel was a bit slow."

James shook with rage, and Snow stilled him.

"There he goes, playing their song…and on Aladdin's "magic" flutes? Aww, isn't that just so…" she grinned back at her enemies, "…charming."

They watched in eternal confusion as Ariel and Eric's mutual awakening played out across the mirror – exactly the way they wanted it to. Perhaps, Emma would recognize later, the story hadn't played out precisely as it had in her original vision, but the outcome was the same. And yet no one felt confident any longer that it was the right move. Helpless, they saw the Storybrooke haze fade from Marina's eyes; James watched his childhood friend emerge, jump into Eric's lap and bring him fully awake as well. It was done. The sixth guardian – awake. And the immediate moments felt pregnant with possibilities as they all just…stared at the mirror. Nervously, Emma glanced at Regina whose annoying confidence was growing by the second.

The queen lifted one beautifully polished finger in the air, "Wait for it."

And then it happened. The unmistakable tremor of magic being released, the shaking of earth plates colliding with the seabed that they'd felt so profoundly at the mouth of the dwarfs' cavern…back when Philip reclaimed "Clancy" and the second well emerged before them. These were the same world-shattering quakes of a new realm's release, and somewhere, buried in Storybrooke, the third well was emerging, and magic erupted in a seizure of fury overhead.

"At last!" Regina cackled in the air as the winds picked up more steam and the sky turned blood-red. "Do you feel the power, Princess?"

But Emma's eyes were glued to the sky, her mouth hanging open as winds and wisps of magic careened above them, a thick black and purple cloud rolling in from the horizon, and the air grew still, and cold. "Emma?!" she heard her mother call to her, but Emma herself had also gone still...and cold.

Regina called out again, taunting her, but Emma had stopped listening, the swirls of power that seemed to be rising from the very pores of the earth completely arresting her attention.

"Emma!" James tried where Snow had failed and looked nervously to his wife as they watched their daughter caught up in a strange sort of trance. "Emma what—"

"James!" shouted a voice with another violent gust of wind, and he turned to see Philip's hand gripping his shoulder like a vice. James turned and started at the urgency in Philip's glare. "Stand back!"

James looked back to Snow, who in turn gazed worriedly at Emma, but they obeyed the Braemarian king's command.

"You see, Emma," Regina was cackling now, arms returned to their outstretched pose toward the heavens, "your destiny was to break the curse, and for a time even I grew...concerned by how close you were getting." She grinned down at the royal family, pleased by the terror in Snow White's eyes...completely missing the trance in Emma's. "I even went to Rumpelstiltskin to see what I could do to stop you, and even he seemed to think that destiny was on your side."

"It is, you witch!" James screamed into the storm. "She's the savior! And nothing you say can—"

"He even reminded me of your sad old song, James – true love and all that," she scoffed, ignoring James's retort completely as she relished in the magic swarming around her. "Told me that I don't actually have any control over the fate of my curse."

"You don't!" shouted Snow.

"You're right," nodded Regina, laughing at the power...the power! Drawing nearer. She could feel it – Maleficent's glorious sorcery at last returned – she was positive! Pleased with herself, and never one to shy from her contrived moments in the spotlight, she turned on Philip. "You know, I never could figure out why Maleficent hadn't emerged with us in this new world."

James glanced at Philip. "Maleficent?" Philip shook his head, eyes glued on Emma, though James detected the smallest...strangest grin.

"We considered her lost to the curse, you know, and I was forced to make do with the likes of...her," she cast a glance on Circe's form. "Hook, Gunlief, Rodmilla, John, Ursula, and Jafar? An impressive cadre of cads to be certain, but oh, what we could have done with Maleficent's magic!" Regina reached back and smiled brilliantly, magic now completely restoring her Bastion to what it had been. Even her cloak – the one she'd been wearing that moment when she'd come upon poor pitiful Snow in her lovingly prepared nursery – had been restored, and she relished in the stiff feathered fabric of its collar snugly wrapped around her neck. Snow gasped in remembrance as Regina's mayor persona peeled away to reveal the queen in all her splendor. "Now, of course, it all makes sense," she continued, stretching her arms wide beside her, refocusing her attention on the so-called savior. "Maleficent went deep – deep under cover and chose the perfect time to release the remaining shards of magic stored inside of her. Rumpelstiltskin was right." She gestured to the world collapsing before them, and the others openly gaped at the telephone poles peaking up from the skyline of their town now morphing into trees, siding peeling from houses way in the distance, contorting and reverting into stone walls, modernization folding in on itself before their eyes. Regina's continued cackling drew them back. "I don't control the fate of this curse – but the curse no longer matters. Not anymore!" she flicked her wrist at the group before her and sent James and Snow stumbling backward. Another flick sent Adam and Belle to the dirt as well, and Dawn let out a tiny scream as Trent and Philip came barreling toward her, shielding her from Regina's aim. Strangely, Emma remained rooted to the foot of the altar. "Adam of Ebonshire has released his guardianship of magic!" she cried in delight, shouting once more at the sky. "And who better for all that magic to come to than the most powerful sorceress remaining in Storybrooke!"

And no sooner had these words been uttered than the entirety of the storm cloud swirling above them shifted course in a dazzling cyclone of power, spiraling toward the earth as if Regina's very words had triggered the cue for its decent. The company watched in horror as MAGIC, in its rawest, purest form, enveloped the altar, engulfing both Emma and Regina in brilliant flashes and strands of color.

"Emma!" Snow screamed and started after her daughter.

"Snow, no!" James cried, holding her back, and Philip was once again upon them.

"Just wait!" he shouted, and the three of them watched. The thick clouds of magic, now blue and teal, had picked up even more speed, swirling around the center of the Bastion. And for several minutes, Emma and Regina seemed to have disappeared completely.

Then they saw it – or rather Snow saw first. The misty blue vapors began to clear, and what remained was the effervescent glow of magic, still enveloping the woman at the altar. And when the smoke fully evaporated from Regina, it was her look of horror that startled them most. For the magic – that mess of swirling, raw energy – THE magic of Ebonshire and Braemar that Adam's guardianship had kept in check...it had gone into the most powerful sorceress in Storybrooke. It had gone...into Emma.

"Impossible!" Regina wailed, her arms still stretched open with the promise of a power boost utterly unfulfilled. "You...you're—"

"I believe this world calls that...a plot twist, Regina," Philip actually laughed, crossing his arms over his chest as they all beheld Emma, beaming from every pore. A halo of pure unadulterated power glowed about her as she lifted one tingling hand and then the other to her gaze.

"Looks like Magic decided it's too powerful for you to handle, Regina" said Snow, catching on.

To which Philip replied, "Yeah. Super glad Maleficent was working for us the entire time."

"NO!" Regina wanted to claw her eyes out, her piercing glare overflowing with envy at...the Savior.

James, whose own eyes coupled with Philip's words had finally made sense of the new normal before them, smiled too. "Gods and demons, Regina," he quipped, squeezing his wife's hand. "Looks like after all this time —" the queen couldn't help but listen— "you're still not the fairest one of all."

In a roar of white-hot rage, Regina reeled back and thrust her arms out at Emma, an unmistakable last ditch effort to save herself from the fate about which she'd been warned by Rumpelstiltskin. …You operate as if you control the spell. Dearie… she heard his impish voice ringing in her head...you are its most valuable pawn. And in her fury, she expended all she had left inside her, throwing beams of magic at the savior in a glorious attack.

Emma, who had for entirety of the revelation remained still and mute, barely registering the quips of her parents and their friends, felt magic pulsing through every vein in her body. Her hair had gone silvery white and her skin...glowed. This was unlike anything she'd felt to this point before. Even her superhuman dismantling of the prison cell couldn't compare to this latest surge of energy. It was as if magic had chosen her – beyond her role as "savior", as "diamond in the rough", as "seer." This role – it had no name. She was simply...Magic. You're not part of the curse, Emma...her mother's voice echoed inside her…You're its Achilles heel. Love…our love. Which means you…must be more powerful than the queen herself…Hell...to...the...yes.

The attack barely registered as a threat in Emma's transformed and glowing state. Shards of magic hurling downward seemed to be coming at her in slow motion. Gracefully she lifted one hand and deflected the first shot. Then, as if returning a serve in a tennis match, she lifted the other arm and beams of white light came surging from the tips of her fingers, rushing toward the Evil Queen in a river of light. Regina screamed as the stream of magic hit her with locomotive force and sent her crashing backwards, knocked a full 20 yards from her precious pedestal and slamming into the ground, a crumpled heap of failure (and tacky avant-garde).

In the final transference of power, the storm had stilled. The room around them hadn't quite fully formed, for the ceiling hadn't yet taken shape, and what was a blood-red storm cloud above them had evaporated into violet-blue sky, twinkling with a not-so-earthly set of stars and pictures emerging with the setting sun. Unable to help herself, Snow glanced at her watch. 6:02pm. The time limit of Regina's ultimatum had expired, and – without fanfare – the hearts of her people were safe. No, not safe...saved...by her sweet girl.

"Emma?" she approached her daughter as the group inched forward. Nervously, she stretched forth her hand, wondering if all that power coursing through Emma would spark some sort of shock or jolt in her own skin, but the glow about her daughter was fading as she turned around, tears staining her cheeks. "Emma," she whispered again, her breath hitching in her throat.

And finally, Emma collapsed into her mother's arms with relief. What the hell had just happened to her!?

"Emma, you were magnificent," Philip beamed, sparing a glance for old Regina, knocked for six in a crumpled mess on the Bastion floor.

"Well done, your Highness," rumbled a deeply humbled and grateful voice as Adam too, helping Belle trudge the steps to the altar, rejoined the group. "I am..." he lowered his solemn, beastly gaze, "I am so sorry."

Emma drew back from her mother. "Don't be," she turned and smiled at them both.

"Emma," she heard behind her. It was her father. But as she turned to accept his embrace as she'd so easily accepted her mother's, Emma hesitated as her gaze finally locked with his.

"D-dad?" she gulped.

"Emma I'm so proud of you," James's own voice hitched as he drew his daughter to him, but in holding her, Emma once more grew cold. No, she thought, no something's...not right. She tried to ignore that churning feeling in her gut. The same one she'd felt in her last vision – the one of her parents' horse ride through the woods. The one that caused her to leap into action in the first place, concoct that portal out of thin air and race across time and space to free him. That feeling...it was still there. Even in the wake of Regina's defeat...it hadn't gone away. "No," she muttered. "Something's...something's wrong."

"What?" James laughed. "Sweetheart, you defeated Regina."

"I know but—" she pulled back from James at arms' length.

"It's over," Snow stroked her hand down Emma's hair which was returning to its blonde locks.

"No it's not, I—"

"I think," Philip chuckled and cleared his throat, unable to resist any longer the urge to at least throw his arm around her shoulder and pull her tightly to his side, "You're just adjusting to what it feels like to be the most powerful sorceress in the land."

Emma cringed, reverting to that instinct she had to deflect praise. "I'm...I'm not—"

"Of course you are! From Regina's own lips to our ears—"

"Give her space, Philip," came a new voice, and the group turned their collected surprise...on Lucas.

Philip dropped his arm from Emma's shoulder and realized a split second before the rest that his cousin had finally emerged. "Luc?" he burst into a wide grin.

Lucas bowed his head, and they all at once registered a much calmer Dawn – or rather Aurora – standing beside him.

"Aurora!" Snow cried in delight, and Emma was thankful for the brief distraction.

"How are you awake?" Belle asked, clasping Aurora's wrist as if assuring herself physically that the timid Nurse Charles was indeed no more.

"Yeah Luc," Philip quipped. "I didn't see any true-love's-kissing happening here. Or did you hide in the magic storm cloud?"

"Philip!" Aurora rolled her eyes.

"Nothing so scandalous, your Majesty," Lucas said, dutifully ignoring his cousin's typical breech of decorum. "We're awake," he glanced up at Emma, "because she broke the curse."

Eyes returned to Emma who bit her bottom lip.

"Thank you, your Highness," he bowed her head again. "Are you...all right?"

It seemed an odd question to most gathered but Emma was grateful for the acknowledgement. She supposed knowing what she knew about Lucas's unfortunate background that she shouldn't be surprised that he appear wary – concerned for her even. Orphaned son of evil gypsies, Lucas had spent his own rough childhood around abusers of magic long enough. He seemed particularly attuned to how...weird she felt. "I'm...I'm fine," she lied, glancing back at her father. "I just – I'm...adjusting."

James too had been eyeing the entire exchange warily, though he hadn't yet caught on to Emma's renewed concern for his well-being. No, he'd noticed...something else. "Hang on a second," he said above the rising kerfuffle of chattering that had broken out amongst reunited friends. The group hushed once more and looked to the New Gaian prince. James paused, looked at Philip, then to Aurora...and then back at Philip. "How exactly were you awake if she wasn't?"

Philip froze, his broad grin turned nervous chuckle, and his eyes darted to Emma before he could stop them. "Umm..."

***So I know I promised an update by Christmas. I figured actually posting an update before Easter is close enough :-P

Seriously sorry for the incredible gap in updates here. I so appreciate those of you who periodically check back, log in, re-read chapters, and send random PMs and reviews to make sure I'm still alive. In short, yes, very much alive. Writing fanfiction will always be my first love and I do still have the ending to this safely tucked away in my head. I believe I have perhaps one long (or two short) chapters to go here; lots of loose ends to tie up, and yes – ugh – I left you with another stupid cliffhanger. But hopefully you enjoyed and will be patient enough for more. I'm on a bit of a roll now, and it won't be long before I continue this time – Scout's honor!

Happy spring to all! Catch you soon enough!***