A/N: This popped into my head during one of my bouts of insomnia. I was listening to "Once Upon a Time" from BKLYN the Musical, and I was thinking about Wicked…and I somehow combined the two.

The actual universe of the story is a combination of both the musical and the book. Hope y'all like it.

Song lyrics are in italics.

Enjoy.

Disclaimer: I do not own Wicked or the song "Once Upon a Time"…as much as I wished I did.

------------ Once Upon a Time ------------

Has anyone ever read you a fairy tale…

The Witch could remember her childhood very clearly – though sometimes she wished she couldn't. Her father, Frex…he'd not been the best father to her, but he did his best.

When the day was over – when there was no more preaching to be done; in that small space of time when Frex's day of religious teaching was over, he would bring Elphaba home to Nessarose and Melena and Nanny.

He would take his two daughters to Nessa's room, and he'd gather the younger girl in his arms.

Then he'd tell them a story.

"A fairy tale," he'd say, in a soft voice – much different from his loud and commanding preaching voice.

Frex, of course, would tell the story to Nessa – his favorite little girl…but Elphaba had ears.

She could still listen.

So, Elphaba would sit by Frex's feet and listen to whatever "fairy tale" he was telling to Nessa that night…

And taken you to places magical?

Where homes are made of gingerbread and skies are always blue

Where pumpkins turn to coaches and wishes all come true…

From a very young age, Elphaba had developed her advanced intellect and desire to know about everything around her.

So even though the stories Frex told didn't interest her at all, she listened anyways – analyzing and considering everything in the story.

Nessarose, on the other hand, had acquired her taste for religion early as well.

Whenever their father would tell them a story, her sister's eyes would light up with delight.

"I really like the morals behind them," Nessa would later explain to Elphaba. "They make a lot of sense…and…they just seem to take me to a magical place, you know?"

The elder Thropp sister would nod in agreement, though in her mind she knew that she did not understand what Nessa was talking about.

To her, her father's stories were just that: stories.

As Elphaba later found out, the "fairy tales" their father told them were not fairy tales at all…but religious parables.

The relation to religion explained why they excited Nessarose so much.

And the relation also explained why Elphaba was so dreadfully bored by them.

Has anyone ever sung you a lullaby?

You can fly above the rain clouds – close your eyes

Let the melody carry you, leave all your fears behind –

And float across the rainbow sky to Once Upon a Time…

Though Frex obviously favored Nessa, Elphaba's mother, Melena, showed small amounts of affection towards the green child.

After Frex told the two girls a "fairy tale" each night, and sent them off to bed, Melena would quietly come into Elphaba's room…and sing to her.

Melena had an entrancing voice, and each night, she sang Elphaba to sleep.

Her voice would lift Elphaba up from the stale-smelling straw mattress she slept on, into a place high above the clouds where the green girl floated happily as she slept.

Each night, she would sing the same lullaby, a lullaby that Nanny had sung to her when she was a little girl at Colwen Grounds…

That familiar melody remained in Elphaba's life, up until the day she left the Quadling Country to attend Shiz.

She resolved that Shiz would be a new start for her, and that she would try to be more than just an instrument in her father's religious teaching…and it was.

The Head, Madame Morrible pinned her as "talented" and "gifted" from the time she witnessed Elphaba's strange power.

She even hinted at a meeting with the Wizard!

The Witch propped up her elbow on the windowsill and rested her head on her hand. She sighed quietly and looked out the window into the Vinkus.

Once Upon a Time…I believed in miracles

In those days, she had still believed the Wizard was right and good, and that he could fix anything.

Once Upon a Time…I believed that love would conquer all

Once Upon a Time…I believed that anything was possible…

In those days, she had been an impressionable and idealistic youth.

She believed that she could actually make a difference in Oz. What she wouldn't give to go back to those days.

And I believed again the moment when I saw you here tonight…

But in those days…she had Glinda – well, Galinda back then. Whenever she'd been with Galinda, everything had seemed so…right.

Now Once Upon a Time has never felt more right.

With Galinda by her side, Elphaba had felt invincible. It was wonderful while it lasted – until her dream came true.

That is, until the day she actually did meet the Wizard.

That day, she and Glinda (she had changed her name) had decided their fates forever.

Elphaba as an exile, an Animal activist, and on the road to becoming the Wicked Witch of the West…

And Glinda, becoming the socialite diva - the public figure of Oz that she was destined to be.

Oh, Once Upon a Time…I believed in miracles.

Still, with each day they were apart, the Witch secretly hoped that they would be reunited.

Once Upon a Time I believed that love would conquer all…

She held that time they shared at Shiz close to her heart. She truly believed that somehow, someway…their love would pull them through.

Once Upon a Time…I believed that anything was possible.

She knew…that without Glinda, she was nothing.

Without the blonde by her side, the Witch's passion and courage quickly faded away, just to be replaced by obsession, madness, and most of all…regret.

These emotions coursed through her veins as she watched the mob of Witch Hunters draw closer to Kiamo Ko.

Obsession over the mistakes she'd made in her pitiful scrap of a life.

Madness, brought on by her loneliness and obsession.

And regret of not going back to Shiz. Regret…of leaving Glinda.

And I believed again the moment when I saw you here tonight…

She heard a noise…someone walking in the hall, up the stairs. The Witch turned around, and what she saw took her breath away.

Glinda.

For a moment, she was filled with hope that the blonde had come to help her, that she had come to stand by her side again…

But then she realized how selfish that was. If Glinda were to do that, she would become an exile as well.

And that wasn't how Glinda was meant to live.

She listened to the blonde talk about how she could clear her name…but quietly chided Glinda to do no such thing.

Elphaba knew that if she were to protect her, Glinda would be hated all throughout Oz – the total opposite of what the blonde had worked for her entire life.

"But Elphie…" Glinda softly protested tears apparent in her eyes.

The Witch touched the blonde's shoulder gently and shook her head. "No, Glinda…I can't let you ruin your life for the sake of mine."

"But –"

"No. I care for you too much for you to sacrifice everything you've worked for your whole life…for a lost cause."

Glinda looked into Elphaba's eyes sadly, silently begging her to think otherwise.

The Witch sighed softly, and met Glinda's gaze, repeating quietly, "I am a lost cause, Glinda."

They held a silent conversation in their gazes. One begged the other to decide otherwise, the other held her ground, knowing that she was right.

After a long silence, Glinda reluctantly agreed to not clear her best friend's name.

The two exchanged words of gratitude…words of love, and apology, before the Witch Hunters reached the castle.

Now Once Upon a Time has never felt more right…

Elphaba hurriedly hid Glinda out of sight…no one could know that she was here in Kiamo Ko. No one could know…that they were friends.

She returned, and waited for the Witch Hunters to bring her to her end.

She had succeeded in nothing in her life, and all she could do now was wait…and remember Once Upon a Time…

Never felt more right.

And as the wretched farm girl she had captured splashed her with water…she couldn't help but remember Once Upon a Time.

How…Once Upon a Time…she'd been happy.

Before she'd met the Wizard, before she'd discovered he was a fraud…back when she was just a simple student at Shiz.

Because in those days, she'd had Glinda by her side, and she'd had hopes and dreams.

And her Once Upon a Time…didn't have an ending.