Disclaimer: I own nothing except the plot and any unrecognizable characters and dialogue.

So I hope you're all as excited as I am about this rewrite of 'Say You'll Remember'. Going along with the wishes of several reviewers, I'm keeping up the original story and am going to simply make a new one for the rewrite.

The original was in first-person, something I found easy to write, but I decided that I wanted practice writing in third. So, hence why this will be in third-person, though it will be very Lily centric.

So! I'll stop blabbering and let you get to the story. Enjoy!

"Never say goodbye,

because goodbye means going away,

and going away means forgetting."

-J.M. Barrie, Peter Pan.

Enchanted Forest

Grumpy and his brothers looked up at the sound of hooves approaching. Too filled with grief to be surprised, he watched as first Snow's prince Charming dismounted his horse, followed by a slender, hooded figure. Dressed in a fine red suit, Charming crossed the distance between them in a few quick strides. Lilith watched his shoulders tense, his face crumple with despair, when he looked inside the coffin.

"You're too late," the burliest of the seven Dwarves announced gravely.

"No - no!" Charming pressed a hand to the delicate glass lid Snow rested beneath. He looked up at the Dwarves. "Open it."

Grumpy glared at the prince with a sadness Lilith felt in her bones. "I'm sorry, she's gone."

When all the man did was stare at them helplessly, they relented. There was a loud thunk as the lid came off. Charming stepped closer and peered into the casket, eyes misted over. Behind him, Lilith and the Dwarves watched in silence. Giving him time to grieve for his lost love - time that had been denied to her - she took a step forward.

They did not take kindly to her presence; the burly one blocked her way with a warning scowl. Tempted to throw him across the forest, Lilith instead gazed at him blankly. She had no quarrel with these men - she was there to do what she had been tasked with and be done with it.

Stopped from privately telling the former prince how to break the curse, she pitched her voice so he could hear. "Kiss her."

Somehow, Lilith's command broke through the haze of grief. Charming tilted his head to meet her eye, expression hopelessly lost. When she nodded firmly at him, he turned back to Snow's peaceful, serene features. Drinking her in, convinced this was his last chance, he lowered his face to hers. The instant their lips brushed, Lilith felt it. Felt it all the way to her core.

A golden ring of light flared from the contact, followed by a soft whoosh of air that stirred the snowfall. The Dwarves all tensed at the breeze. Before they could turn an accusatory eye on her, Charming produced a strangled noise of surprise.

He gazed in wonder as Snow's chest raised in a sudden, quick gasp of air. Her lips parted and her eyes flew open. They were clouded with sleep when they found him, but a dazed wonder soon filled them.

Then, her lips formed a heartbreaking smile when realization overtook her. "You," her voice was hoarse and whisper soft from disuse. She weakly raised a hand to touch his stubbled cheek and it trembled against his warm skin. "You found me."

Charming's hand dwarfed her own and he pressed her touch more firmly against him. "Did you ever doubt I would?" His touch was gentle as he helped her into a sitting position. She felt frail and small under his touch at first, but color returned to her cheeks and her eyes became more aware within moments.

Her warm smile turned mischievous and she directed attention to where she was seated. "Truthfully - the glass coffin gave me pause."

Charming smiled, tracing her features with a loving hand. "Well, you don't have to worry. I will always find you."

"Do you promise?"

He nodded once.

"I do."

"And do you, Snow White, promise to take this man to be your husband and love him for all eternity?" The Bishop asked, his voice ringing throughout the packed hall.

Lilith smiled faintly at the couple, holding back the grin that threatened to overtake her features when Doc nudged her. Only a select few were already aware that the pair had been married just a few short months before by Lancelot.

Snow's voice rang throughout the hall. "I do."

"I now pronounce you husband, and wife."

Lilith watched them kiss to seal the 'official' marriage, a dull ache starting in her chest. Still, she chuckled softly when one of the other dwarves elbowed Grumpy. He grunted in response but began to clap with everyone else. The couple turned to their subjects, who still cheered loudly. The hall then became deathly silent when the doors were flung open with a resounding bang.

Regina stood in the doorway, her red lips set in a smirk. "Sorry I'm late." She waltzed forward, relishing how the people cowered away from her. When two guards tried to charge her, she simply waved her hand and they disappeared in a puff of smoke.

"It's the queen!" Doc hissed to his princess, who scowled at the sight of her step-mother. "Run!"

Lilith watched the proceedings in silence. She still wasn't sure why they were all so afraid of Regina. Snow seemed to agree with her. The princess glared at her stepmother and took Charming's sword from its sheath.

"She's not a queen anymore," Snow snapped, sword pointed at Regina. "She's nothing more than an evil witch!"

Charming attempted to wrestle his sword from his wife's grasp. "No, no, no. Don't stoop to her level, there's no need." He placated, facing Regina once he had his sword in hand. "You're wasting your time, you've already lost. And I will not let you ruin this wedding." He swore, white-knuckled grip on the sword's hilt.

Regina simply smiled serenely at their threats, eyes burning with hate. "Oh, I haven't come here to ruin anything," her upper lip curled mockingly at Charming. "On the contrary, dear, I've come to give you a gift."

"We want nothing from you-" Snow started, only for Regina to raise her voice.

"But you shall have it." A smirk twisted up Regina's lips. "My gift to you, is this happy, happy day." Regina waved her hand around airily, pacing in front of the dais. "For tomorrow, my real work begins." She pointed at her step-daughter and Charming. "You made your vows, now I make mine."

"Come now, Regina." Lilith suddenly said, words cold as ice. "You can't have come all this way to just gloat." She tilted her head in mock curiosity, meeting Regina's hateful gaze head on. "Or would you like me to kill you this time?"

Regina sneered at Lilith before ignoring her in favor of Snow White. "Soon, everything you love, everything all of you love," she gestured to the entire room, delighted with their obvious horror. "Will be taken from you, forever. And out of your suffering will rise my victory."

Regina stalked closer to Snow and Charming, forcing Lilith to dig her fingers into Grumpy's arm when he made to charge the Queen. "Don't!" She hissed softly and glared back at the disgruntled dwarf. His scowl deepened, but he remained where he was.

"I shall destroy your happiness, if it is the last thing I do." Regina finished loudly, a note of triumph in her voice. Message delivered, she spun on her heel and made to leave.

Rage taking hold of him, Charming refused to allow her to have the last word. "Hey!" Before she had even turned, the sword left his hand and flew through the air towards her.

No one was surprised when Regina enveloped herself in purple smoke, vanishing both her and the sword. Silence reigned throughout the hall, everyone too stunned to make a sound.

From her place beside the dais where Snow and Charming held each other tightly, Lilith rubbed the bridge of her nose. "Not the most exciting wedding I've been to, but it'll do."

Storybrooke

Catching sight of the young woman across the street, Regina picked up her pace. "Lillian!" She called to her son's baby-sitter. The dark-haired teen turned, loose curls slapping her in the face.

Tucking the hairs back into her braid with an exasperated scowl, Lillian stopped at the curb and waited for the older woman. Noting the speed at which Regina was walking, Lillian inwardly prayed that she wouldn't break a heel and need help to the hospital.

"Yes, Regina?" Lillian asked once the out of breath mayor reached her side, concern creeping into her words. "Is everything alright? Where's Henry?"

Glaring at the girl, Regina allowed herself time to catch her breath before opening her mouth. "That is just what I was about to ask. Where is my son, and why isn't he home like he's supposed to be?"

Lillian all but ignored the accusation. Eyes widening with horror, she replied, "He told me this morning that you would be getting him off the bus this afternoon, that you had taken a half-day at work today. I didn't… Regina, you don't think that- "

"He ran away." Regina muttered, raising a hand to rub at her forehead. "Ever since the family tree project at school… I should have paid more attention to him."

"I'm sure that he… " Lillian began, subsiding at the expression Regina threw her. "Okay, maybe he did run away. But we'll find him; he's ten, how far could he have gotten? I'll talk to Gold and then I'll head to Henry's favorite spots." She lowered her voice even more at the sight of Regina's anguished expression. "We'll find him, Regina."

With that, Lillian turned on her heel and stalked across the street to the Pawn Shop. All the while she prayed Henry hadn't gotten very far.

Enchanted Forest

"When we reach the cell, stay out of the light," the guard warned the three hooded figures as they descended the winding staircase. "And whatever you do, do not let him know your name."

Beneath the shadow of her hood, Lilith bit her lip to keep from scoffing. They acted as if her mentor was all powerful and yet a weakling all in the same breath. Keeping him in the cage did nothing to dampen his powers, and one of them was the gift of foresight. More than likely, he'd known of this impending meeting for days. Still, she remained silent and let the guard prattle on.

They finally came into a dimly lit room. A cell dominated the other end of the room, though the interior was too darkened to make out. The guard gestured for them to stay put halfway across the room and advanced on his own.

"Rumpelstiltskin. Rumpelstiltskin! I have a question for you!"

A trilling laugh echoed from the shadows of the cell. "No, you don't!" A thin figure nimbly leapt to the bars of the cell. The already thick air was suddenly weighed down with tension as Rumpelstiltskin appeared, face pressed against the bars. He smiled toothily when Snow White jerked back in surprise. "They do…" Despite the plain cloaks they wore to hide their identities, he knew the visitors at once. "Snow White… and Prince Charming"

When his bright golden eyes fell on her, Lilith swept the hood from her head. Rumple didn't say it, but she felt his relief when those eyes swept over her. She was still angry at him, still hurt at the part he'd played in her past, but was happy to see that he was alright. That he was alive.

"And dear Lilith is here, as well!" He trilled in delight. "This is a party, isn't it? You insult me!" Practically vibrating with glee, Rumpelstiltskin scoffed at their pitiful attempts to hide their identities. "Step into the light and take off those ridiculous robes!"

Snow stole a look at Lilith, taking in the young woman's calm features. Unlike her husband, the princess knew enough about the Dark One to respect his abilities, even when he was caged. Without giving it a thought, the heavily pregnant woman swept the hood from her head, an example her husband reluctantly followed.

"Ah," Rumpelstiltskin cooed at the sight of their pale, drawn faces. Clearly, learning of the fate Regina held in store for them and their baby had taken its toll. "That's much better."

Charming maneuvered Snow, placing her behind him protectively. Behind his back, his wife scowled irritably, while Rumpelstiltskin stared at the prince's actions patronizingly. "We've come to ask you about the- "

"Yes, yes! I know why you're here!" The Dark One waved away Charming's bluster, far preferring to get to the heart of the matter. He pressed his face against the bars until the metal dug into his scaled skin. "You want to know about the Queen's threat."

At his words, Snow White sidestepped her husband and looked Rumpelstiltskin in the eye. "Tell us what you know," she demanded of him, hand falling to cradle the swell of her stomach.

"Ooh, tense, are we?" He mocked lightly.

He met Lilith's eye, and the silliness evaporated at her words. "Do try not to tease, her Rumple."

"I wouldn't dream of it, Lilith," he said, returning his attention to Snow. "Fear not! For I can ease your mind. But, it's gonna cost you something in return, dear Snow."

"No, this is a waste of time- " Charming once more found himself ignored by his wife and the Dark One.

"What do you want?"

"Oh, the name of your unborn child."

Charming looked alarmed, and for the first time since their arrival to the caverns, Lilith agreed with him. "Absolutely not!" He snapped the exact moment his wife agreed with a sharp, "Deal!"

Lilith whipped her head around to gape at the older woman so quickly, it was a wonder she didn't do damage to her neck. Ignoring her husband and the young sorceress, Snow met Rumpelstiltskin's wide, excited gaze again.

"What do you know?"

"Ooh," Rumple murmured faintly, face threatening to split with glee. "The Queen has created a powerful curse, and it's coming. Soon, you'll all be in prison, just like me." His expression and tone darkened, sending prickles of alarm down all their spines. "For your prison, all of our prisons, will be time. For time will stop, and we will be trapped someplace horrible, where everything we hold dear, everything we love, will be ripped from us."

So focused on Rumpelstiltskin's words, neither Charming or Snow noticed the guilt that briefly overcame Lilith's features. Ever since discovering Snow's pregnancy - hell, ever since their marriage and Regina's threat - the royal couple had been encased in a cocoon of fear, even if they didn't show it. A small part of Lilith, one that she was determined to rid herself of once more, continuously cried out to tell them what was really happening and why.

But she remained silent, allowing her mentor to finish his rant.

"While we suffer, for all eternity, the Queen celebrates," Rumpelstiltskin waved a hand, voice high with hysteria. "Victory, at last! No more happy endings."

"What can we do?" Snow White asked at once, equal parts wary and determined.

"We can't do anything."

She moved closer despite Charming's hand on her arm. "Who can?"

"That little thing growing inside your belly."

Hand splayed wide, Rumpelstiltskin reached down to brush his fingers against the princess' protruding belly. Before the tips of his fingers could make contact, Charming reacted violently. Unsheathing the dagger at his hip, he brought the pommel down on the Dark One's hand.

"Next time, I cut it off." Charming promised harshly, eyes daring Rumpelstiltskin to try it again.

The scaled man made a noise of protest in his throat and snatched his hand back through the bars. Tsking faintly, he glared sullenly at the prince. "The infant is our only hope. You must get the child to safety," he muttered, attention returned to Snow White. "Get the child to safety and on its… twenty-eighth birthday, the child will return." The madness returned, all traces of sanity extinguished like a candle. "The child will find you, and the final battle will begin!"

Scowling at the cackling madman, Charming wrapped an arm around Snow's shoulders. Lilith watched them, swallowing back bile at Snow's stricken expression. Charming felt the same, though was far better at hiding his emotions behind anger.

"I've heard enough. We're leaving," Charming announced gruffly, gently steering his wife away from the cage. She numbly allowed herself to be led, mind racing over the implications of what the Dark One had revealed. "Lilith, come on."

With one last, lingering look to her mentor, Lilith obediently followed. As they crossed the cavern, she felt the exact moment when Rumple's deranged amusement turned to indignant rage.

"Hey! You! We made a deal!" Rumpelstiltskin shouted angrily, jumping against the bars that kept him caged. Snow White stopped at his enraged yelling, spine ramrod straight. Lilith and Charming followed her example, though only Lilith turned back to look at the being. "I want her name! We had a deal, I need her name! H-h-her name!"

"Her?" Charming repeated, turning to sneer at the Dark One. "It's a boy."

"Missy," Rumple cooed, ignoring Charming completely. "Missy, you know I'm right. Tell me her name."

Sensing Snow's hesitation, Lilith flicked her fingers in the princess' direction discretely. Overtaken by a sudden surge of confidence, Snow White turned to face the Dark One head on.

"Emma."

Storybrooke

"Where could he have gotten!? He's only ten years old - anything could happen to him!" Regina tugged at her short hair as she paced through the living room of her home. Seated on the couch and armchair respectively, Lillian and Graham shared an anxious glance. For the past two hours, their distraught mayor had alternated between frantically pacing the confines of her home like a caged lioness, to calling every contact she had outside of Storybrooke.

"I'm sure he's fine, Regina." Graham attempted to calm his sometimes lover, grimacing when she spun around to glare furiously at him.

"You should have been more watchful!" She accused him, anger taking precedence for a split second before worry broke through. "This is all my fault!"

Her pacing briefly picked up furiously before she collapsed into a free arm chair. As Regina messaged her temples in an attempt to calm the migraine as it seared through her temples, Lillian roughly elbowed Graham.

"Was that supposed to help?" She demanded in a hushed whisper. "Because I think it had the opposite effect!"

Graham sputtered to reply. Even though Lillian was half his size and several years his junior, she terrified him sometimes. Finally shaking his head mutely, he returned his attention to Regina when she sprang out of her seat and all but ran toward the phone.

"Well, good job, Sheriff," Lillian huffed, her worry for Henry making her usually sweet demeanor twist into a much sharper, prickly one.

Graham's response was to leap to his feet and chase down Regina. As he managed to wrestle her back into the armchair she'd abandoned, he ordered Lillian to go and find some of Regina's spiced cider. Muttering furiously at being ordered about like a servant, Lillian did as he asked. Pouring the amber liquid into one of the available glasses, she resisted the urge to pour herself one.

As she turned to bring Regina the drink, Graham anxiously peeked his head into the room. She could hear the clack of Regina's heels on the hardwood floor resuming in the next room and sighed loudly.

"Get ready for a long night," she muttered to Sheriff as she slipped past him to ply Regina with alcohol.

Enchanted Forest

"I say we fight!" Charming thumped his fist on the table to emphasize his words. All eyes around the war table were fixed upon him, and he intended to make the most of it. To the side, Lilith and Grumpy exchanged an amused look but said nothing. All were content to watch the prince fume and rant his spiel, as they were more concerned with his pale and despondent wife.

"Fighting is a bad idea." Jiminy Cricket chirped from beneath a magnifying glass.

Lilith spared him an irritated sneer. "And why, may I ask, should we take the advice of a bug?"

Rather than reprimand her, Charming agreed with the sorceress. "And how many wars has a clear conscious won?" He asked sardonically, gratified when Jiminy offered no argument. "We need to take the Queen out, before she can inflict her curse."

"Can we even trust Rumpelstiltskin?" Doc asked, paling rapidly when Lilith turned her head in his direction. Even after months in her company, many of the people seated around the table were still leery of her.

"What has he to gain by lying?" She asked of him, of all of them. "It would serve no purpose - he is not demanding to be freed for this information. He gains nothing by even telling us."

At her words, Charming looked to his wife unhappily. Her decision to inform Rumpelstiltskin - a man who made a business through the use of names - had been a point of contention between them for days. However, he chose not to announce what his wife had done, unwilling to upset her further.

"I've sent my men into the forest, the animals are abuzz with the Queen's plan." He announced to the table, broad shoulders slumped. "This is going to happen unless we do something."

"There's no point. The future is written." Snow whispered softly, staring down at the wooden table before her but not truly seeing it. Her hands lowered to tighten protectively across the ever growing swell of her stomach. Lilith had performed a cursory check this morning, quietly assuring her that her daughter was in perfect health.

Charming softened at her actions. "No, I refuse to believe that." His hand lowered to join her own on their unborn child. "Evil cannot just win."

"Maybe it can." Her eyes raised and she glared at her husband.

"No, not as long as we have each other." He swore valiantly, as if such promises could hold up against dark magic. "If you believe him about the curse, then you believe him about our child." Snow's glare turned practically mutinous. She refused to be swayed by soft words and promises; this was their child's life they were speaking of. "She will be the Savior."

"What do you think, Lilith?" Snow demanded, shaking off her husband's attempts at calming her. The sorceress obligingly turned to acknowledge the princess. "You know Rumpelstiltskin's powers better than anyone."

"His gift of premonition is an innate ability - it is like my empathy. They are abilities that we did not have to be taught, as we did other magics." Aware of the weight of their eyes, Lilith continued. "He does not see everything, the future in flashes, like the pieces of a puzzle. It is up to him to put them together, to make sense of it all. But if he says it is to happen, it will happen."

His growing fondness for Lilith couldn't stop the scathing retort on the tip of his tongue. However, Charming was cut off before he could speak when the doors to the council room flew open. The Blue Fairy flew in, followed by several guards dragging in a large, shapeless mass of wood.

"What the hell is this?"

"Our only hope of saving that child." Blue announced lightly, gesturing elegantly to the tree. She was aware of Lilith's burning stare and forced herself to ignore it.

Grumpy sneered derisively. "A tree? Our fate rests on a tree?" He turned back to Charming, face screwed up in displeasure. "Let's get back to the fighting thing."

"I second that," Lilith agreed with the Dwarf as she sunk into her seat further.

"The tree in enchanted." Blue hovered to address Charming and Snow. "If fashioned into a vessel, it can ward off any curse." She turned towards the elderly man seated across from Lilith. "Geppetto, can you build such a thing?"

The carpenter nodded. He looked down to where his son played with carved, wooden figurines at his feet and patted him on the head. "Me and my boy - we can do it."

The fairy inclined her head in thanks and turned back towards Charming. "This will work," she promised them as, for the first time, Snow White began to look hopeful. "We all must have faith."

"Then why do I sense a 'but' coming?" Lilith inquired quietly, narrowing her eyes up at the sparkling fairy.

Blue looked down at her, barely containing a shudder at the dark magic Lilith exuded. Determinedly refusing to rise to the sorceress' bait, Blue squared her shoulders and fluttered closer to the royal couple. "Lilith is right," she acquiesced, unwilling to tell more of a lie than she already was. "There is a catch: the enchantment is indeed powerful, but all power has its limits. And this tree can only protect one."

Her fingers curled around Charming's bicep, but Snow was barely aware of it. She could feel the blood drain from her cheeks so rapidly she felt light-headed as the Blue Fairy's words sunk in, replacing her relief with despair once more.

Storybrooke

Seated beside Graham on the couch, Lillian rapidly blinked her eyes to clear the moisture from them as she yawned. Across the coffee table, Regina was seated in an armchair, fingers curled over the arms like claws. Despite what they had all hoped, it became very obvious that Henry had in fact left Storybrooke. He wasn't at any of the usual places he ran to when he wanted to get away and be alone - and no one had seen him since early afternoon.

Smothering another yawn, Lillian perked up at the sound of a high, childish voice just outside the door. Across from her, Regina bolted upright in her seat. Within one second and the next, the mayor had scrambled from her seat and was out the door. Lillian and Graham exchanged startled expressions at her behavior before they followed her.

The door made a loud cracking sound when it collided with the siding of the house, but Regina couldn't have cared less. Henry stood on the stone walkway, an unfamiliar blonde woman at his side. Their conversation faded at the sight of her, the blonde fidgeting awkwardly, but Regina only had eyes for her son.

"Henry!" Racing to him, Regina wrapped her arms around him, not bothering to hide the quaver in her voice. "Oh, Henry!" She barely noticed that he didn't return the embrace, too happy that he was whole and home. "Oh, are you okay? Where have you been?"

"I found my real mom!" Henry declared before he squirmed away from Regina's suddenly slack arms. Taking advantage of the shock on the faces around him, he charged passed Lillian and Graham and into the house.

Wide-eyed, Lillian turned back, finally taking notice of the blonde woman who had returned Henry to Storybrooke. Regina followed suit, and she stared brokenly at the other woman.

"Y-you're Henry's birth mother?" The dark-haired woman sputtered, visibly struggling with the information.

"Hi… " The blonde weakly tried and failed to make things less difficult.

Wisely taking the chance to escape, Lillian began to back away from the scene. "I'll just go… umm… I'll just go and check on Henry… " Turning rapidly on her heel, Lillian fled from the awkward situation.

"Was that his sister?" She heard the stranger ask, clearly fishing for something other than the birth mother thing to talk about.

"No," it was Graham who answered, as Regina was still struggling to comprehend the situation in front of her. "His baby-sitter."

"His baby-sitter is British?"

Lillian tuned out the fading voices and quickly ascended the stairs, making a beeline for Henry's closed door. "Henry?" She called, lightly knocking on his door. "Can I come in?" When no response came from inside the door, she turned the knob and entered warily, prepared for a barrage of pillows.

Instead, she found Henry on his bed, flipping through the pages of his storybook with trembling fingers. She hung in the doorway awkwardly, chewed her lower lip between her teeth thoughtfully. Then, with a deep, fortifying inhale, she strode into the room and sat beside him on the bed. He made no reaction to her presence and that worried her more than she would admit.

"Henry, why did you run off like that? Do you know the hell you put your mother, Graham and I through in the last twelve hours?" Before she could finish her tirade, Lillian bit her lip and sighed deeply. Henry had deigned to look at her, and his expression was anything but inviting. At the sight of him, tensed and sullen, clearly prepared for a lecture, she immediately enveloped him in a hug. "I was so worried about you, Henry. Please, don't do that again. Please."

The muttered plea was whispered into his shoulder, and all the tension fled from his tiny body at the single word. Sometimes he forgot that Lillian was cursed, just like the rest of them. That she didn't and couldn't understand what he was trying to tell her, and he had to take that into account.

He pressed his face into her shoulder, a small smile forming when she tightened her grip.

"Henry," she began after he'd pulled away. "Why did you go and find your birth mom? Was it the family tree project?" Regina had been convinced that was it; they'd never made it a secret that Henry was adopted, but he'd never seemed to care before that stupid assignment.

His only response was to look pointedly down at the large book that rested at the foot of his bed. "You wouldn't understand."

"Try me," she challenged before softening. She reached out to trace the ornate cover with fingers covered in chipped nail polish. "Henry… I'm not very good at this sort of thing, but I am trying. You have to believe me."

Henry made a conscious effort not to scoff at her heartfelt words. She couldn't try to understand anything until the curse was lifted. Like Archie, she was merely humoring him, hoping that once they pretended to understand, they could help him get over it.

But he couldn't be upset with her for that.

Instead of giving into the hurt that thought brought him, he instead fell to rest against her shoulder with a sigh. "I know, sis. I know." He looked up at her with a forced smile. "See you tomorrow?"

"Bright and early." Lillian promised, wrapping an arm around his shoulders. She squeezed him tightly once more and pressed a kiss to his forehead before slipping from the room.

She wandered down the stairs and headed for Regina's home office. The barely used room now held the mayor seated behind a mahogany carved desk, with Henry's blonde birth-mother sitting awkwardly in a chair across from it. Graham was nowhere to be found, but that didn't trouble the teenager.

"Regina," she called, hanging in the doorway with her arms crossed. Something about the blonde made her skin prickle in a very unpleasant manner. "I'm heading back to Granny's, if you don't need me?"

Regina spared her a faint smile. "Thank you, dear. Be sure to get home safely, and call once you get in. Henry and I both worry when you walk home so late. And Lillian?" She added, forcing the young woman to turn back expectantly. "Next time, make sure you check with me whether or not you're supposed to get him off the bus."

Shrugging off the light scolding, Lillian nodded and waved goodbye, ignoring the blonde interloper. Exiting the house, she quickly made her way to the Inn she called home, belatedly wondering when it was that an outsider had come into Storybrooke.

Enchanted Forest

There was little Lilith loved more than the thrill of battle.

Even though the Black Curse was barreling towards them, and her victory was all but assured, Regina had insisted on sending in her Black Knights to kill all they came across. Lilith wondered if the former queen realized that, if she killed everyone in Snow White's castle, there would be no one left after the curse for her to lord over in the Land Without Magic.

Even though she hadn't slept in over two days, even though the only thing keeping her on her feet was her magic, Lilith leapt into the fray eagerly. The Knights had attacked her with equal fervor at first, but once they saw the blood lust in her eyes, the jerky, almost animalistic way that she attacked their fellows, they faltered. Normally, she fought as if she was dancing, with wide, sweeping arm movements and graceful twists and turns. Her fingers rarely stopped moving, and she never remained in one spot for very long.

That was not how she fought today.

Fingers glowing a muted, dark purple, Lilith's arms crossed as she simultaneously froze a charging knight in his tracks and ripped out the heart of his comrade. The heartless knight fell to his knees with a sickening gurgle as she crushed the heart, blood-red eyes turning to the captured man on her left. With a swift jerk of her hand, his neck snapped, lolling uselessly to one side as she tossed his body into the approaching squadron of knights that rounded the corner.

Within moments, the downed knights lay in a puddle of blood, though there were no visible wounds. Lilith watched the puddle grow wider, dispassionately staring as the red-black liquid began to stain her worn boots. She wasn't sure how long she stood there, trembling and covered in blood, but she was all too aware of the ever approaching storm of dark magic.

"Lilith!" His baby girl in his arms, Charming sprinted toward the young sorceress, coming to a dead stop at the carnage that lay before her. "Are-are you alright?" He asked cautiously. Her magic was wild and volatile, buzzing off her like a swarm of angry bees. Without meaning to, he drew Emma closer to his chest protectively and took several steps away.

Lilith's lips quirked humorlessly at his actions. "I won't hurt you Charming, or her." She craned her head to take in the chubby, rosy features of the cherubic infant in the prince's arms. "I see Snow already gave birth; trust your daughter to choose the most inopportune moment to make her appearance. What is her name?"

"Emma," Charming offered without pause, head snapping to the window when the castle rumbled ominously beneath his feet. "I have to get her to the tree - thanks for clearing a path." He didn't wait for her to answer, but she nodded anyway. When he made to rush past her, their hands briefly joined in place of the embrace they both wished they had time for.

Lilith watched, heart aching with the pain Charming already felt, knowing that all of their suffering would only increase in the years to come. For all Regina's promise of a good life, for all Rumple's assurances that this was what needed to happen, Lilith once again felt doubt stirring in her heart. Forcibly blocking the emotion from her mind, she transported herself away from the empty hallway and deep beneath the ground where Rumple's prison awaited.

"Rumple," she called tiredly the moment she reappeared before the cell. He obligingly stepped into the dim light, his eyes alight with a madness that she hadn't witnessed in years. He looked both pleased and fearful, something she could agree with. "It's happening. She actually managed to do it."

"Of course she did," Rumple cooed, reaching out a hand to cup the sharp curve of her cheek. There was an almost paternal manner to the affectionate touch, one that she hadn't seen since she was the little girl he'd rescued. "Never underestimate a scorned woman's lust fro revenge, dearie." He patted her cheek. "Fear not, Lilith. All will be well in the end, I promise you."

The madness fled from his eyes for a moment, long enough that he looked quite sane. It was fleeting, but was enough to calm the fear that threatened to take hold of her. Pressing her forehead against the bars, Lilith's eyes slipped shut when Rumple's lips pressed against her forehead.

A heartbeat later, they were enveloped in the thunder cloud of the curse and everything went dark.

Storybrooke

Lillian ignored the vibrating phone across the room, painstakingly re-beading the fragile, antique necklace before her. The unknown caller was persistent, however, and when it began to vibrate for the fifth consecutive time, Mr. Gold finally looked up from where he was rebinding a book and cleared his throat pointedly.

"Are you going to answer that, Lillian? Or would you prefer I give it a toss into the harbor?" He proposed dryly.

Lillian reacted, knowing very well that he was more than capable of fulfilling his threat. Placing the unfinished bauble back in its velvet case, she stood with an annoyed sigh. Crossing the room, ducking away from the playful swing of Gold's cane, she plucked the still vibrating device from the counter and scowled.

"It's Regina," she breathed, more than a bit perturbed by the older woman's insistence on bothering her while she was working. She clicked 'accept' and brought the phone to her ear, wincing when Regina's shrill voice met her ears. "Hello Regina. No, he's not with me. I haven't seen him since I walked him to school this morning." She listened with growing concern when Regina began to babble that Henry was, once more, missing.

"You have to meet me at the station Lillian - we need to let Graham know as soon as possible!"

Without waiting for Lillian's reply, Regina hung up, leaving the younger woman to stare at the phone in stunned silence. Gold, who had heard their mayors soothing tones from across the room, rose to his feet and limped around the counter to his assistant's side.

"And what, exactly, did our dear mayor think was so important that she called you during work?" Displeased by the interruption, and doing nothing to hide it, Gold scowled at the phone as if it had personally offended him. "She does realize your babysitting duties take second fiddle to your work here, doesn't she?"

"Apparently not," Lillian retorted with a shrug. The shoulder of her loose, knitted sweater slipped and she scowled, pulling it back up. "I better go see what she wants," tossing her braided curls with a sigh, she pocketed the phone, "or we'll never hear the end of it."

Gold grunted something unintelligible, lips pursed in irritation. Though she shared his displeasure, she knew that he realized avoiding a direct order from Regina would only come back to bite them in the long-term. Sliding on her coat and fluffing her braid from beneath the collar, Lillian pressed an affectionate kiss to her guardian's cheek, causing a faint smile to replace the sour expression on his face.

"I'll be back as soon as I can," she promised.

Somewhat mollified by her promise, Gold nodded. "See that you do - that necklace isn't going to re-bead itself, after all."

Lillian left, her warm laughter bubbling over him like the warm summer sun. Sighing, he limped back to the still mangled book he'd abandoned, belatedly hoping that young Henry Mills could once more be found unharmed.

Regina's car was screeching to a stop in front of the station when Lillian arrived, flushed from her brisk walk halfway across town. Brushing loose curls from her eyes, she waited for Regina before they walked as one into the station.

"Are we sure he's not just playing an elaborate game of hide and seek?" Lillian asked meekly, visibly shuddering when she received the sternest look to date from the older woman. Following behind the rampaging mayor, both dark-haired women came to a dead stop at the sight of the blonde woman in the holding cell.

Graham looked up at their approach, as did Henry's birth mother. "Regina, Lillian, what is it?" He asked, approaching them with the same caution one would give a wild animal. "Did something happen?"

"Yes," Regina nodded distractedly, eyes narrowed accusingly at the blonde across the room. "Henry's run away again, Graham. We have to… " she trailed off, too distracted by the other woman's presence. "What is she doing here?"

Lillian eyed the blonde with a cool stare that made Emma's skin prickle. "Maybe she knows where Henry is."

Regina grasped onto the suggestion like a drowning woman. "Do you?" She demanded sharply.

"Honey, I haven't seen him since I dropped him at your house," Emma drawled with a roll of her eyes. She was tired and stiff from sleeping in the cell, and irritable from the memories the iron cage dredged up. "And, I have a pretty good alibi."

Emma gestured lazily at the cell around her, lips curving into a small smirk at the thunderous expression on the dark-haired mayor's face. While still unable to prove the other woman had spiked her cider, the blonde was dead-set on making Regina pay for what she had done and had no qualms making her squirm angrily.

"Yes, well, the school called this morning and said he didn't turn up to his first period class." Regina bit back acidly, eyes staring daggers at the jailed blonde.

Emma rested her forearms against the bars. "Did you try his friends?"

"He doesn't really have any," Regina and Lillian answered in tandem, looking at one another askance, uncomfortable to admit any personal tidbit of Henry's life to a stranger, even if said stranger was his birth mother.

Regina cleared her throat with some difficulty. "He's a bit of a loner, actually."

"Every kid has friends," Emma deadpanned, not believing a word that came out of their mouths. "Did you check his computer? If he's close to someone, he'd be emailing them."

"And you know this how?" Regina demanded, a finely arched brow threatening to disappear into her hairline.

"Finding people is what I do," Emma shared with a smug expression, ignoring the disbelieving stares she received from Graham and Lillian. "He's an idea: how about you guys let me out, and I'll help you find him."

Graham didn't react at first, waiting for Regina to give him a jerky nod of approval before he approached the cell, keys in hand. As he unlocked the door, allowing the blonde to stroll out with an exaggerated huff, Regina turned to Lillian.

"Lillian, while we're pandering to Miss Swan, why don't you go and look yourself? You spend more time with Henry than anyone - if anyone can find him, it's you."

Biting her lip at the trusting expression Regina wore, Lillian nodded, accepting the task she had been given. "I'll start looking right away," she promised, twisting on her heel and leaving the station.

Henry was a secretive child, and while Lillian knew him better than even Regina, even the dark-haired teen wasn't aware of all the private little hideaways Henry had around the town. Armed with the scant knowledge of a few of said places, Lillian commandeered her friend Ruby's car and headed in the direction of the woods. Henry wasn't at the small clearing they'd found on a hike when he was eight, and he wasn't at their secret spot on the beach.

Which left only one last place.

"Henry!" Lillian called, the sea breeze whipping loose curls around her face, the salty tang of the ocean filling her lungs. The abandoned, falling apart playground looked empty, but when she repeated his name, Henry's little head popped up above a wall. Picking up the pace, Lillian clambered up to sit at his side with a relieved sigh. "Oh, thank God. I've been everywhere looking for you."

"How did you find me?" He asked, arms crossed over his chest, hugging the storybook tightly.

"Well, your mother called me, right in the middle of work I might add, and said the school called." Her eyes narrowed in accusation. "You never went into the school this morning when I dropped you off, did you?"

Of her tangent, Henry latched onto only one sentence. "Does she know I'm here?"

Sighing fondly, Lillian shook her head, though frowned when his shoulders slumped in obvious relief. "You know, I understand your mother can be a bit… much," she wrinkled her nose at his snicker, aware that if she swore around him again, she'd get nothing but another lecture from Regina. "But she worries, Henry. You have to realize that. She's just doing her best to take care of you."

With an unhappy scowl, Henry opened his mouth, prepared to have this argument with his babysitter once again. The soft screeching of breaks stopped him before he could do any damage to the loving relationship he and Lillian shared. Two dark heads peered anxiously over the wall of the castle, both terrified that Regina hand found one of the only places where Henry could go to be alone.

The bright yellow bug pulled to a stop, and out stepped Emma Swan, searching eyes immediately coming to rest on Henry. As the older woman stomped toward the castle, Lillian silently sent a prayer of thanks to whatever deity was listening. She hated fighting with Henry, something that had been happening more and more lately.

"I'll wait by the car," Lillian muttered once Emma came close enough to climb the playground, pressing a kiss to Henry's furrowed brow. The dark-haired teen headed to the bug, unaware of Emma's appraising stare on her back.

Leaving the mother-son pair to talk left Lillian with quite a bit of free time, most of which she spent leaning on the side of the yellow car, which had clearly seen better days. Despite Henry's assurances that they needed Emma Swan in Storybrooke, Lillian privately agreed with Regina. The other woman's presence would only harm Henry's well-being in the long run.

Lost in her thoughts, Lillian almost missed the way the hair on the back of her neck prickled in sudden awareness. Raising a hand to rub the area, she peeked around the area, seeing no one. Unable to shake the feeling of being watched, it was a relief when she saw Henry and Emma heading her way. Henry seemed calmer, as if a great weight had been lifted off his shoulders.

Emma on the other hand…

The poor woman looked as if she'd been handed a death sentence. She felt like it, actually, though there was no way in hell she would ever tell a soul how she felt about being reunited with her son. Sure, she felt a bond with the kid, and already felt some sort of affection for him, but she wasn't there to be a mother.

She couldn't be a mother, and ten years hadn't changed that fact.

"Okay, kid," Emma cleared her throat awkwardly. "Let's get you home before Mayor Mills tries to get me arrested for kidnapping you."

Her painfully delivered joke fell flat, with both Lillian and Henry eyeing her as if she'd lost her mind. Shrugging, she jerkily gestured for them to pile into her car, which they did without complaint. Well, Henry pouted about being placed in the backseat, but offered little protest. As they sped through town, Emma glanced at her… her son… in the rear view mirror before she side-eyed Lillian.

"So," she began conversationally. "Whose he think you are?"

Lillian visibly flushed, much to the blonde's bemusement. "He, uh… he thinks that I'm, uh… "

"She's Lilith."

Emma blinked incredulously at him. "You think she's some kind of demon Enchantress?"

For some reason, Emma's words made Lillian bristle, metaphorical hackles rising. "I'll have you know, his storybook says that she's human, thank you very much."

Emma watched as the clear annoyance in the younger woman's faded, giving way to an almost fearful confusion that had her pressing her face into Henry's hair. For his part, the little boy handled his babysitter's swift changing emotions with the air of someone who had been through this on more than one occasion. Reaching out, he placed an arm around Lillian's shoulders and began to pet her tangled, braided curls.

Seeing how vulnerable the visibly shaking teen was, Emma quickly averted her eyes, refusing to involve herself where she wasn't wanted or needed. Clearing her throat again as they pulled up to the mayor's house, she watched Henry carefully lead Lillian out of the car, Emma right on there heels. Struggling to remain in control, Lillian numbly followed Henry's lead, barely able to force a nod when Regina requested that she stay for a while.

Regina watched, carefully plucked eyebrows creased in worry at the state Lillian was in. She turned to cast a baleful eye on Emma Swan, who raised her hands in surrender.

"Don't look at me."

Safely within the confines of Henry's room, Lillian collapsed on the bed, head between her knees, hands ripping through her curls. Used to these 'panic attacks' - Lillian had been having them before he was born - Henry waited for it to fade, keeping his hands firmly in his lap. Within minutes, though it felt like hours to Lillian, the tightness in her chest faded, though refused to go away completely.

Carefully, she raised her tear-streaked face and weakly caught Henry's eye. He was one of the few who had witnessed an attack that didn't regard her with pity. His eyes were soft with sympathy, and it made the bile that had risen that much easier to swallow.

"Henry, thank you," she whispered, face pressed against his shoulder, breathing in the faint scent of his shampoo. "I know I haven't been super supportive lately… and I'm sorry. I'm so sorry, Henry."

"It's not your fault, Lillian," Henry returned quietly, relieved when the tremors began to subside. "It's the Curse."

Still not sure if she believed in said Curse, but unwilling to risk another argument with him at the moment, Lillian found herself nodding. Pulling away from him and scrubbing at her face, she managed a shaky smile.

"So, tell me about this 'Lilith'."

Hours later as she entered the Inn, Lillian winced at the sound of shouting. Even though they fought every night, and usually about the same thing, Lillian had never quite gotten used to Ruby and Granny going at it like cats and dogs whenever they were within five feet of one another. Left with little choice but to wait it out, she flattened herself against the wall, halfheartedly praying she'd sink into the wallpaper.

"You're out all night, and now you're going out again." Granny accused her granddaughter, pinks beginning to pinken with rage.

Ruby threw her hands up in exasperation. "I should have moved to Boston!"

Granny glared at the younger woman over her spectacles, lips set in the beginnings of a snarl. "I'm sorry that my heart attack interfered with your plans to sleep your way down the eastern seaboard."

Lillian winced once again. The pair of them had a volatile enough relationship without Granny's acidic insults being included. Before the argument could escalate further, the welcoming bell tinkled.

"'Scuse me?" Emma said, raising her voice so the pair could hear her, looking exceedingly uncomfortable by the situation she'd inadvertently walked into. "I'd like a room."

For a heartbeat, all three women stared at the blonde as if she'd asked for a miracle. Half-afraid that the clearly discomfited stranger would retract her offer, Granny sprang into action.

"Really?" She demanded, eyes practically sparkling at the novelty of having an actual guest and not a resident like Lillian. "Would you like a forest view, or a square view?" Heaving the ledger out from beneath the desk, she continued, "Normally, there's an upgrade fee for the square but, as the rents do, I'll wave it."

"Square is fine." Emma managed to reply, still bewildered and uncomfortable with the way people reacted to someone that didn't live there. It was as if they really never got visitors from out of town, as Henry had claimed more than once.

"Now, what's the name?" Granny asked, pen poised over the ledger. Ruby was eyeing Emma like a fresh piece of meat, hoping she could learn a juicy tidbit from the stranger before anyone else did.

"Swan. Emma Swan."

As he entered the Inn, ready to collect the rent, Mr. Gold paused at the sight of the slim, light-haired stranger in front of the desk. Before he could open his mouth to ask who she was, she did it for him. There was a brief moment of spasming pain throughout his entire body, beginning, and strongest, in his head. Memories, true and fake, began to clash, but it was over within the next heartbeat.

"Emma," Gold finally whispered, drawing the attention of everyone in the small lobby. Across the room, Lillian shakily met his eye, her own overly bright and unfocused. "What a lovely named," he complimented, skirting around the Savior, making his way to the front desk.

"Thanks," Emma muttered, disturbed out by the way the older man said her name. She watched as he accepted a stack of bills from the innkeeper, noting that all but Lillian looked both terrified and in awe of the man with the cane.

"It's all here," Granny rushed to assure Gold.

He pocketed the money distractedly, making sure it was tucked into the pocket of his suit coat. "Yes, yes, of course it is dear. Thank you." He held out a hand, mentally praying that Lilith would take it. She didn't look well, his assistant, and he could easily recognize the signs of a panic attack when he saw them. "Lillian, if you would?" He tucked Lillian's trembling arm into the crook of his elbow, summoning some semblance of a smile when he passed Emma Swan. "You enjoy your stay… Emma."

Without a word, Gold and Lillian exited the inn, traveling several feet down the street before either of them reacted. There was a hollow ache within her chest, and it felt like a woodpecker had taken up permanent residence in her temples, but Lillian didn't care. Turning to face Rumple, belatedly realizing his lizard-like skin from the Enchanted Forest was gone, she allowed him to draw her into his arms.

"Oh, my God," she shuddered against his shoulder, shutting her eyes against the constant barrage of memories. "Has it really been twenty-eight years? Was that… Henry's mother is the Savior… "

Shelving the matter of the Saviors relationship to young Henry Mills for discussion later, Gold nodded, immensely pleased that his gift of foresight had not failed him. "It has, dear Lilith. And now, you know what we must do."

Steeling herself, she nodded, drawing back to look him in the eye. Even though her gaze remained the cool blue it had always been for the last twenty-eight years, Gold half expected it to flash scarlet.

"We have to help Emma break the Curse," she breathed, a small smirk working its way up her cheek. "No matter what the cost."

Thoughts? Comments? Questions?

A/N: I've been working on revising this entire story, fixing mistakes and the like. It's going to be a long, drawn out process but needs to be done. So, if you come across any changes in the coming chapters, they are meant to be there.

*revised version updated 6/23/17