Disclaimer: I don't own Once upon a time or its characters, if I did the queens of darkness would be redeemed and have their happy endings.

Basic summary: Cruella is distraught after Ursula goes back to the ocean feeling betrayed and thinking Ursula loved her. She begins to wonder if anything she does will ever make her happy and decides to back out of the plan for finding the author at the same time she begins to realize she's in love with Regina. EvilDarlings/DeVilQueen pairing.

When Cruella woke up after Snow white had knocked her out Ursula and the others along with August were gone but instead of going straight to warn Regina, Mal and Rumple she just sat there on the floor for a few moments feeling heartbroken and betrayed by the woman who she thought loved her.

"I thought she loved me, that she was my happy ending but I was a fool." Cruella whispered to herself as a single tear streamed down her cheek before she wiped it away and got to her feet.

Cruella drove until she spotted them walking towards her in the distance and swerved to a stop so her car was parked diagonally across the middle of the street before she got out of the panther de vil and strode towards them.

"What are you doing here? You're supposed to be watching August." Rumple asked.

"I was until little miss fairest of them all and her family showed up and nabbed him. Snow White knocked me out with a bloody frying pan." Cruella growled before adding,"We have a mole."

"That's rediculous, who the hell would stupid enough to cross us?" Maleficent asked and Cruella glared at her,"Ursula."

"She was with them." Cruella added and Maleficent sighed,"Well this is just perfect." Mal spat with pure sarcasm.

"Well we'll just have to deal with our spying seawitch won't we." Rumple asked but it sounded more like a statement.

"Too late dahling, she's gone back to the sea with daddy dearest. I just wish she hadn't betrayed us, betrayed me." Cruella told them without realizing she'd said the last part out loud.

"And you said I'd gone soft, well look who's talking dahling." Regina pretended to mock her to keep up her cover.

"Oh shut up, will you and do not mock me again or you'll regret it." Cruella shouted while Regina just smirked.

"Ooh, I'm really scared. Not." Regina retorted.

"Enough! We have bigger things to worry about right now besides bickering over who's more evil and you two are acting like children for cryin' out loud. Grow up!" Maleficent shouted causing both Cruella and Regina to stop bickering.

"We'll figure out what to do about the charmings and Ursula's betrayal tommorrow but until then we do nothing." Rumple told them and Maleficent scoffed.

"But what about our plan?" Mal asked.

"Patiance dearie. You see right now Ursula probably told them everything which means if we make a move we'll lose the game so to speak but if we lay low for a while it'll seem like Ursula was lying to them and that way when we pick up where we left off they won't know what we're up to until its too late." Rumple explained and the three women simply nodded in understanding.

"Alright so go home, get some rest and we'll talk again tommorrow. Goodnight dearies." Rumple said before he walked away.

"Well I don't feel like going home to rest, savior girl's got my son tonight so I'm going out to party. Care to join me girls?" Regina asked.

"I'm not in the mood to party tonight besides after the news about Ursula's tretchery I've lost my fire so to speak. You know I love partying with you Gina but not tonight, I just can't. I'm going home. See you tommorrow girls." Maleficent replied.

"I'm not in the mood either but its better than drinking alone in my car, so where are we going dahling?" Cruella asked though not really expecting a straight answer.

"My vault." was all Regina said before grabbing Cruella's hand and tugging her along.

"Your vault but you never let anyone in there. Why me?" Cruella asked in shock.

"Because I trust you Cruella and you know I don't trust easily so count yourself lucky." Regina told her and suddenly Cruella felt horrible about not trusting Regina more when she asked them to let her in on their plan.

Once they got to Regina's vault in the cemetary Cruella had to ask,"I thought if you'd trust anyone enough to let them into your vault it would have been Mal, not me so what makes me more trust worthy than her?"

"Look, Mal and I were friends back in the enchanted forest and we were close but then I cast the dark curse and trapped her under the library for 30 years. Because of that we are not as close as we once were and I don't trust her enough to let her into my vault after that because I and now you are the only ones who know where it is and if I let her down here who's to say she wouldn't just kill me and if she did then nobody would ever know which means nobody would avenge me. Let's just leave it at that shall we." Regina explained as she and Cruella made their way below ground and into the vault.

Cruella chuckled,"And what makes you think I won't kill you dahling?" she asked and Regina flashed a cocky smirk.

"Because when all this is over Maleficent is going to have to pick a side and if she dosen't pick our side then you're going to want be on the winning end of things which is how and why I know you won't kill me. You like winning too much to kill me Cruella and you and I both know that." Regina replied with a sweet smile.

"What do you mean 'pick a side'? Are you saying you've been playing us all along?" Cruella asked and Regina bowed her head as if in shame.

Cruella gasped,"I knew it! I knew I shouldn't have trusted you. Bloody hell, first Ursula and now you. Why is it that every time I trust someone they end up betraying me?"

"You're not going to run off and tell Mal? Or get angry or anything?" Regina asked slightly shocked.

"Why the hell should I? Nothing I do makes any sense anymore, I suppose I should just stop living all together. Its not like I have anything left to live for, no happy ending to speak of, I get betrayed constantly, Ursula didn't love me enough to even say goodbye if she loved me at all and you... well I just don't know anymore." Cruella broke down in tears something she never did especially not in front of people.

Regina couldn't believe her eyes as she watched the one and only Cruella De Vil become a broken mess of tears.

Regina snapped out of her shocked state and into action as she tried to comfort Cruella.

"Honey look at me, I never meant to betray you or for any of this to happen but when you said you wished Ursula hadn't betrayed you earlier tonight I could see the hurt in your eyes and I don't know why but I couldn't stand seeing you so upset. It made me realize I had to tell you the truth even if you ended up hating me for it." Regina explained truthfully but Cruella wouldn't look at her, just stood there staring into space with teary blue eyes.

Regina just took Cruella's hand and led her over to sit on a small sofa she had in her vault, never speaking a word or pushing Cruella to look at her.

The two women sat in silence for a long time before Cruella finally turned to look at Regina,"I don't hate you." was all Cruella said and Regina smiled.

"Well I'm glad to hear that and I understand if you don't trust me or believe me but I know exactly what you're going through at least when it comes to betrayal anyways. However, giving up is not the answer." Regina replied.

"Well if giving up isn't the answer then what is? Because I can't understand how it could possibly be anything else right now when I feel so numb, I mean am I really so horrible? I thought... I thought she loved me. I loved her but obviously that didn't mean squat to her, all she cared about was that stupid voice of hers and yet I can't be angry at her for it because I can't feel anything anymore. I'm just numb which you'd think would be a peaceful feeling but its not, its bloody unbearable." Cruella explained quietly.

"Cruella... I'm sorry that Ursula left but you are not horrible, you are a drop dead gorgeous woman that deserves to be happy and loved and if Ursula couldn't see that then she dosen't deserve you. You deserve better." Regina told her though wasn't entirely sure where all this was coming from.

Cruella's eyes went wide when she heard Regina say how beautiful she thought she was,"Y-you really think I'm drop dead gorgeous?" Cruella asked in complete shock and Regina nodded.

"I do. You are so beautiful and don't let anybody tell you otherwise. You have the most beautiful blue eyes I've ever seen, your sassy and you're much stronger than anyone I've ever met even Maleficent, you tell it like it is whether people like it or not. I love that about you and you play by your own rules living your life on the wild side which is another very lovable quality." Regina explained feeling slightly confused as to where all this was coming from but at the moment it was making Cruella feel better so she didn't care.

What happened next caught Regina completely off guard.

Cruella lunged forward smashing her lips against Regina's in a fierce kiss that took Regina completely by surprize before she wrapped her arms around Cruella's waist and kissed her back.

When they finally broke the kiss for air Regina grinned and Cruella let the happiest laugh Regina had ever heard.

"Well Dahling where do we go from here, hm? Hopefully somewhere that involves those delightful lips of yours." Cruella said with a smirk sounding more like her usual sassy self.