I don't own these characters; ABC/Disney does. I don't own the Grapes of Wrath, which gets a shout-out; John Steinbeck does.

A/N: This is set after "Welcome to Storybrooke," but ignores all the episodes after that. Actually, it also ignores the end of "Welcome to Storybrooke."

A/N the second: this is my first story in this fandom. It started out as a simple idea of Regina getting a puppy and evolved into something just a little beyond that with my playing around with a Disney classic. So, a scene or two here might look a little familiar. I do hope you enjoy. Be warned, I don't have a beta, so all mistakes are my own. If you want to keep up on updates for this, you can check my FB page (there's a link on my profile) or just check my profile.

The Queen and Her Lady

1: Black and White

The sky was dark with thick clouds over head, blocking out the sun, blanketing the world in festering blackness. Bare trees seemed to bend at sharp angles in the shadows, pointing to Hell, an icy pit away from the light of others. There was a deadly silence only broken by the wailing of a frost wind that brought the crisp smell of decay. The wicked chill in the air froze all in its path, including everything insides of the former Evil Queen. Well, former Queen. Regina doubted that she would ever escape the "evil" title, especially not when even her son was insisting that was all she was. All she ever would be.

She had not been feeling very evil lately, even though she had tried her best to muster those old flames of hatred, to ignite that blazing passion within her to move against her enemies. Nothing came, though. She was burned out, ashes coursing through her body, and smothering all feelings beyond exhaustion and despair. The howling breeze outside could blow away all that was her now, leaving behind a smear of despair and stylish shoes.

Getting out of bed was a chore, hell, breathing seemed like a massive endeavor that she only did from muscle memory, she was certain. The only part of her that bothered to move was her mind. It filled the tenebrous, icy mansion with almost tangible shadows of dejection and melancholy. The shadows stalked, haunted, and whispered to her. They crept passed her and through her, cutting her raw, making her numb. They held her, trapped in frigid clutches; the only touches she would ever know, she was sure of it. The shadows served as her jailers and her home was now a dismal dungeon of her own design.

She could easily escape, physically anyway. The doors were all unlocked and unbroken. She was the broken one, who saw no point in leaving the embrace of the slithering shade. It was the only thing that had touched her in weeks. There was name to it; it encompassed all that surrounded her. She had exhaled it, radiated it, gave birth to it, so she actually could not escape it, as it was a part of her. It might have been all of her. It had moved out of her to infect all around her, but held her close and it was enough for her because there was nothing else.

Everything was gone. Her perfect little town, which she knew deep down was a mere illusion, like everything in her life that was not misery and woe. Those were such constant companions that she should have given them life and raised them as her own. But, she was their offspring, not the other way around. Once, she had a child to raise her own, to protect from those phantoms on her shoulders, but he did not want her. Her son was just another illusion she had come to realize. No matter what she had done, no matter how good she tried to be, she understood now that he would never love her. He was never actually her son. It was all just an illusion, like her resurrected Daniel. A facade, a mask hiding what was only more suffering.

The illusions had shattered, the masks were off, devoured by the darkness from her, surrounding her, engulfing her. It was this darkness that had consumed her beloved horse and her dear, weak father. This blackness that held her together was now rapidly tearing her apart, beckoning her to do the unthinkable and join her adored ones because she was so very tired.

She never imagined the day that she felt so … defeated. The fight went out of her right after she buried her mother and realized that she was truly alone in the world. Briefly, she had toyed with the idea of using a love potion her mother had with her on Henry, if only to have him back in some form, but she had not been able to even read the damned thing. She had gone through the motions and it ended as all things tended to end for her – with a little more of her stolen away. Now, she was truly consumed, haggard, and enervated. She was too exhausted to read, to plot, to scheme, to have her revenge.

So now, Snow White was truly safe because Regina had given up. Without a word, without a thought, without warning, she had collapsed in on herself and gave any ground that she had. She retreated to her own tomb, haunted and weary. She would stay in her house and waste away with the shadows and her own darkness. It was the only thing that she had the energy to do. She would fade away with the sun, behind thick dark clouds, carried away by the wind, never to be seen or heard again.

"Never to be mourned. Death celebrated, possibly a holiday where Henry will smile while holding hands with his Savior and Snow White will be praised for finally destroying the most wicked of witches," was her final thought before the darkness swallowed her.

-8-8-8-8-

Groaning, Regina's eyes glittered open as she woke up on her sofa. Sitting up, she exhaled and could see her breath. The mansion was freezing along with being dark. While her breath hung in the air like a crystal demon and the chill sliced into her, on some level, she did not feel it. It was like she had gotten used to the million needles jabbed into her body. She looked around, taking in the onyx cover that was so thick she thought that she could touch, feel it pressing on her. She considered if she should turn on the lights or at the least turn up the thermostat. She doubted that she would do either since she was not even sure if she would bother to get off the couch, not with the pressure on her body. It did not matter. Nothing mattered and soon that would true in ever aspect of her existence.

She turned slightly, wanting to see what outside looked like, not that she planned on going out. The town was in the path of a massive snowstorm and she saw that it had touched down. A torrent of white flakes the size of coins zipped through the darkness. Her backyard was blanketed in fresh snow. Once upon a time, such weather would have torn a number of emotions and memories from her. Now, there was nothing, just the cold, weight, and flickering shadows.

Dull eyes continued watching the weather, piles of snow coming from inflated, grey clouds. It was like a visible miasma, seeping in to further poison the atmosphere. It would penetrate her with the bitter chill and oppressive night. The snow swirled and swayed, joining her phantoms and shadows, whispering to her, telling her what would be best, what would be the right way to end things.

And then something moved in her yard that at least sparked her curiosity and banished her ghosts for the moment. There was a strange brown lump moved through the pristine snow. She rubbed her burning, tired eyes, thinking that her vision was compromised because she had just woken up. Once her eyes focused, she watched the small lump move again.

"A foolhardy squirrel looking for one last nut?" she decided, moving to the edge of the sofa for better look. Whatever it was appeared too big to be a squirrel. Well, whatever it was, it was probably going to freeze to death. Perhaps I should join it. She shook that away, convincing herself that the darkness was not snickering at her.

She decided not to leave things to nature, just in case that was a rat or something in her yard. The last thing she wanted to do was to let a rat in her home because a filthy rodent would eat her body after the shadows devoured her. She would be damned if her body would be fodder for disgusting, dirty rats.

Peeling herself off of the sofa, she had to pause for a moment as her head felt like it was spinning. Her limbs all felt like they were tied down with chains and rocks. Inhaling deeply, she managed to straighten herself out and there were remnants of the woman that once was. The small trace of a memory was enough to keep her standing.

She marched out into the large snowflakes without a coat and in her heels, going right up to the moving lump, leaving deep footprints from the few feet that she walked. A fireball formed in her palm as she loomed over the suspected rodent, only to show that the lump was not a rat. She blinked, thinking that she was seeing things, but the image did not clear up. It was real. It was a puppy. There was a tiny puppy, shivering and whimpering in her backyard.

"What the hell?" Regina wondered with a furrowed brow.

Oddly enough, she found herself leaning down and collecting the puppy into her arms. It curled into her and, for a brief moment, she felt warm. But, the warmth was quickly replaced by biting cold and chilling air. She rushed back into the house, suddenly craving heat.

She turned on the lights on her way to the thermostat. With the house illuminated and warming, Regina turned her attention to the puppy that she was holding. The dog was tucked in close to her chest, whining in a very low tone. She had a flash of Henry as a baby, curled against her while crying because he was sleepy and he always refused to just fall asleep. A tiny smile ghosted across her face and settled somewhere in the darkness of her heart, putting just a little light there.

A sneeze from the dog drew Regina back to reality. "Let's get a look at you."

First, she fetched a blanket to help warm the pup up. She found herself not caring that the dirt-covered, wet puppy would soil her quilt and seemed to move on autopilot. She settled in the living room where the lighting was best and examined the trembling pooch.

The first thing that Regina did was magically clean the dog with a wave of her hand to make sure that she could clearly see any and all wounds. The puppy whined loudly as Regina lifted it and she knew the sound was from pain. There was a deep gash on – Regina checked the gender – her front right paw. There were other cuts and scratches, but the one on her paw seemed to be the worst.

"You are lucky that I can do simple stitches and have a first aid kit because I have no idea if the town still has a vet with the way things are crumbling around me and if it does, she probably would not help me," Regina commented.

The puppy only sneezed again and wiggled, as if trying to move closer to Regina. Again came a smile and she used her magic to bring the first aid kit. She supposed that she could try to use her magic to heal the dog, but she was not a healer by far and had never used magic on a dog beyond just using it to clean the pup. She was not going to experiment on a frightened, crying, injured puppy.

"I do not need to have any more blood on my hands," Regina muttered.

But, doing things the old fashioned way on a frightened puppy proved quite difficult. The little pup squirmed and flailed whenever Regina touched one of her wounds. She was tempted to put a sleep spell on the dog, but did not have to. The puppy proved more exhausted than Regina and passed out ten minutes into the struggle. It was easy to patch her up after that.

"Now what?" Regina could not help wandering as she wrapped the puppy in the blanket, like she was swaddling a baby. She had to resist the urge to rock the pup, but only because she placed the dog down on the sofa. That only lasted a moment, though, because the puppy began crying in her sleep. She clutched the dog to her chest and the canine settled once more.

Without thinking, she rose from the sofa with the dog in her arms, going to the kitchen. She wanted to see what she could possibly feed a dog while they were stuck in the grips of a snowstorm. It was only when she was standing in front of the refrigerator that she realized she had no idea what a puppy could or should eat.

"Well, that answers my previous question. It would seem I need to do some research," Regina said to herself.

Grabbing her laptop, she retreated back to the couch. She placed the puppy on the cushion next to her, but the dog whined as soon as she was away from Regina's body. Regina tried to ignore the noise, telling herself that she did not care, but hardly ten sounds past before the computer was on the coffee table and the puppy was in her lap. All was quiet again beyond the howl of the storm.

"Now, let's see what I can find out about you, like what type of dog you are," she muttered, typing a description of the puppy into the search engine.

It turned out that she had a very young American cocker spaniel in her lap. Judging from her size, Regina considered that she might be around three months old, if she was healthy anyway. At a glance, cleaned and bandaged, she appeared healthy. Her fur was a mostly caramel with a light tan on her paws, her belly, and her muzzle running up the center of her head. Her long ears were a deep chestnut with waves expected of her breed.

With breed and age mostly settled, Regina moved onto find out about food. She ended up at a list with several hyperlinks on how to care for a dog in general. The first thing on the list was about naming the dog, implying that the name was very important. She glanced down at the dozing puppy.

"Do you have a name?" She checked for a collar, but found none. She guessed where the puppy came from would be a mystery, too, for a while. She found herself not caring, though. "We'll worry about a name when you're awake. For now, I need to know what to feed you."

Regina ended up reading through the entire article on how to care for a dog. Thankfully, the puppy was still asleep, but she needed to prepare her home before the dog woke up because she doubted anyone would be out looking for it in the snowstorm. She had no intention of putting the helpless creature back outside in the frozen Hell after taking her in, so she needed to set up for her little houseguest.

She decided to use magic to make sure everything went quickly, so the puppy would not wake up whining, and to avoid any unnecessary trouble. Some things she could not conjure out of thin air, so she teleported to the nearest pet store. It was pitch black and cold, making it difficult to actually shop. Still, with a wave of her hand, she transported the items that she needed to her home and left money on the counter because she was not in the mood for some new issue to come knocking at her door if there were newly installed security cameras in the store.

Returning home, she discovered the puppy rolling around, lost in her blanket and crying out. Sighing, Regina fought down another little smile as she leaned down and collected her charge. The puppy continued lamenting as she tried to free herself from the quilt. Regina uncovered the dog and held her up to look her in the eye.

"Stop this undignified, unladylike behavior right now," Regina ordered. The article said that she could correct bad behavior by interrupting it. She hoped that was true. The puppy straightened up a bit and moved to nuzzle Regina, who sighed again. "Well, that's more ladylike than the crying, but you should not get used to that. Now, about food."

She moved about the house with purpose for the first time in days. She fed the dog as well as herself. She remembered in the article that she supposed to carry the puppy outside after she ate, but from the looks of the snow, they would both freeze to death and be long buried in a sea of white by morning.

She, instead, held the puppy over one of many piddle pads that she had taken from the pet store. Once the dog finally got the idea, Regina then put the pup in the pet bed in a corner of her bedroom. The puppy yelped, happily, and wiggled as Regina tried to cover her with her blanket.

"Stay," Regina ordered as she stepped away. The dog twisted out of her bed to follow. Regina frowned. "No. Stay," she commanded in a forceful tone. The puppy only looked at her. "No."

Regina leaned down and picked the dog up. She put her back in the bed. The pup went back to yelping merrily until Regina walked away. The whining started, but she ignored it, as was suggested by the "how to care for a dog" article. Ignoring bad behavior was supposed to help correct it.

So, she went and took one of the quickest showers that she had ever since Henry was a baby. The pup whined outside the bathroom door and she heard it until she started the water. She believed she should have been annoyed and maybe in another time, she would have been just that. But, for now, she only wanted to keep the poor puppy from being farther traumatized.

While her shower was short, she realized that she had not bathed since coming home and curling up on the sofa. She was not entirely sure when that was, but she knew it was well over a week ago. No wonder I had to peel myself out of those clothes. She had been in those for just as long. She decided not think about that and just clean herself as quickly and thoroughly as possible.

When she turned the shower off, she heard the dog crying again. She rushed out, wanting to make sure the dog had not injured herself further or torn at her bandages. As soon as she was out, the whining stopped. In fact, the puppy let out a euphoric yap and walked around with her head held high, though a limp in her step, as Regina changed into her pajamas.

"Look at you, acting like a proud little lady," Regina commented with her first true smile done on purpose in what felt like an eternity.

The pup yelped and seemed absolutely filled with aplomb now. Regina could not help smiling more. She then realized something.

"That would be an excellent name. You are my perfect little Lady. You're the Queen's first lady-in-waiting, you know?" Regina asked and the puppy let out a happy bark while wagging her stubby tail.

Regina knew all too well what it meant to name an animal. When she had named her first horse, she had practically wanted it to live in the house afterward, and sleep in her bed if possible, not that her parents allowed either of those things. She doubted that she would be that attached to Lady because she was not a child anymore.

"All right, Lady, it's time for bed." Regina picked the puppy, who cuddled into her, rubbing her little head against Regina's chest.

Regina returned Lady to her pet bed and covered her. She went to turn out the light and almost tripped over Lady. Regina glared down at the puppy.

"No. Bed," she ordered while pointing to the pet bed.

Lady looked at her hand, but did not move. Her tail wagged as Regina picked her up once more and put her to bed for a third time. Lady barked, sounding pretty pleased until Regina went to her own bed. Whimpering and whining howls cut through the darkness and patter of the snowstorm.

"No, Lady. Go back to bed," she commanded.

The cocker spaniel did not obey and continued carrying on. Regina decided to ignore her. Lady continued to repine, crying and yowling. It was not until she began pulling at the covers did Regina react. Huffing, the former queen looked over the side of the bed.

"No, Lady. You have your own bed," Regina said sternly, pointing once more.

Lady did not seem to accept that, howling at a higher pitch and volume. Regina tried to ignore her again, but the damned dog seemed to know. What Lady knew, Regina could not exactly figure out, but Lady knew. She cried more and Regina huffed.

"Fine, but only for tonight!" Regina stated as she leaned down and picked the tiny ball of whining fluff.

Of course, Lady's lamentations ceased as soon as she was in Regina's arms. Regina settled the puppy on the pillow next to her and then used her magic to bring the dog's blanket over. She covered Lady and swore the pup was grinning. Regina shook her and sighed.

"Well, since you're up here, you can take part in my nightly reading," Regina said to Lady, who looked like she was paying Regina complete attention.

Regina grabbed her book, "The Grapes of Wrath" by John Steinbeck. She had only just started it before her world imploded and her son had unfortunately taken a poison meant for the so-called Savior and her life spiral downward ever since. There had not been time to pause, breathe, and read. Not wanting to be bothered by those thoughts, she began reading aloud. Lady crawled closer to her, resting her head on Regina's shoulder. She paused to smile and then continued reading.

After several minutes, Regina noted the breathing in her ear changed. She glanced at the canine next to her and saw that Lady was sound asleep. Another smile spread across her face and she reached over, gently caressing Lady's forehead with her thumb. She noted how soft Lady's fur was and how soft the tiny pup was. Suddenly, it was not so dark and the shadows seemed to retreat from her so slightly.

Regina put her book down on the nightstand and happened to glance out of the window. The snow was still coming down, thick and hard. The chill in the air was gone, though. Warmth hung in the air that seemed almost familiar, wafting through her mind. Or maybe it seemed more like a memory; the faint flickering of a time before the world seemed desolate and bleak to the point where all she wanted to do was lie on the floor and wait for Fate to finish her off.

While she still felt too drained and worn down to leave the house or attend to her usual pursuits, the plan of allowing the umbra to devour her was off the shelf. She felt like she could go on in some form. She could sleep and, when she awoke, she would be able to breathe again. She would help Lady breathe, too.

-8-8-8-8-

Next time: Regina takes care of Lady and Emma shows up.