A/N: This story has finally been edited and fixed! Merida has also been added. Imagine Once Upon A Time set in the Disney Universe with some twists and its own plotlines and you have this story! It was written on a whim and a lifelong love of Disney, so it might take a while to get rid of the kinks. Until then here is our introduction where the villains and the problem is introduced (: REVIEW.

To begin this story with the words once upon a time would mean that there is a happily ever after waiting at the end of it. Sadly, there is not. At least, not as far as the shadowy group of individuals that were gathering in the small smoky room were concerned. They were silent, all suspecting glares and tense movements. They all sat around the large table and waited for the one that had called them there. It was an interesting cast of characters, with everything from humanoid creatures to animals to witches.

"Where is she?" A rather gaunt looking scarred lion growled.

An oily man dressed in pirates garb with a hook for a hand sneered at the lion. "She'll be here, don't doubt it." He snapped.

A pale man in judge's garb rubbed his hands nervously. "This witchcraft is against God's ways. That heathen will pay." He said in his whispery voice.

"That's between God and I, isn't it Judge Frollo?" A women's voice floated from the doorway.

Everyone at the table fell silent. The owner of the voice walked slowly into the room, her long black robes trailing on the floor. The only sounds were the steady click of her staff as she walked towards the table.

"Thank you all for coming." She said in her ice cold voice. "I have brought you here for revenge, something that those who wrote our stories never gave us."

With that she came fully into view. The woman had pale green skin with grim red lips and yellow unblinking eyes. Her long black robes and horns stood out against the gray setting of the room. She clicked her long red nails against the orb of her staff and a raven landed on her shoulders.

"I am Maleficent, and I am going to offer you something I don't think you'll be able to resist."

A heavier overweight woman with purple skin and long black octopus tentacles raised a carefully plucked eyebrow. "And what do you get?"

Maleficent sent a shiver inducing look to the other woman. "Besides the chance to see the snobby princess who killed me get what she deserves? I'll need your respect, all of your respect. I will need you all to do something for me once I give you the revenge you want."

A large and brutish hairy man with an oily black ponytail cockily crossed his over muscled arms. "And how do we get revenge?" He asked.

Maleficent smiled, but it was as cold as the winter sun. "We take away the happily ever after. How many of you were bested by princesses and their dimwitted princes?" Everyone reluctantly raised their arms. "Right, so why don't we take back our chance at a happily ever after?"

A woman with an austere face and a straight back laughed. "I tried that, it ended with me and one of my daughter as pigs."

Maleficent didn't even look at her. "You didn't have my help. Now, I'm going to call out the names and you can tell me yes or no." She looked around. "Let's begin." She snapped and the Raven dropped a piece of paper into hands. "What do you think Gothel?"

An elderly woman in a green dress stood up. Maleficent expressed no emotion at her withered appearance. She looked like an apple that had been left in the sun.

"You raised a girl as your own daughter, keeping her safe in a tower. And what did that get you Gothel? She ran away with some thieve, took your beauty and pushed you out the tower window." Maleficent read. "You have quite a bit to gain back, including your beauty, don't you Gothel?" She tempted.

Gothel made a fist. "Yes, I do."

Maleficent once again flashed her disturbingly emotionless smile. "Good. Grimhilde, Lady Rebecca Tremaine? Didn't you two take in step daughters that left you in the end, which ran off with princes? If I am right, I believe you're little pale wench got you killed, didn't she Grimhilde?"

The severe looking woman who had spoken earlier, Tremaine, and a beautiful woman with a gold crown stood. The two women nodded. "We're in." Grimhilde said.

"Jafar, Scar, didn't you two try and take power that was rightfully yours and end up dying? And Scar, it was your own nephew that killed you, how sad." Maleficent purred.

The lion and an oily man with a snake staff looked at each other in disgust. "Yes." The man said. "And we will go along with this little scheme of yours… Maleficent."

She looked back down, ignoring the lustful tone in Jafar's voice. "Dr. Facillier, Ursula, Narissa, Hades, didn't you try to use magic to win over your foes. Let's see how that worked out… hmm... Facillier you were taken by the Ioa shadows for not paying a debt, Ursula was stabbed in the chest with a ship by a boy, Narissa you were killed by a puny princess in the wrong world, and Hades was defeated by a wanna be god."

They all scowled. Facillier, an African man with a gap in his teeth and a wandering shadow cracked his long fingers. "I believe I can speak for myself, the friends on the other side and my other associates here when I say that a chance at revenge would be sweet." The slick man said and the others nodded their consent.

"That leaves the Queen of Hearts, Clayton, Helga Sinclair, Gaston, Judge Frollo, Shen Yu, the Sherriff of Nottingham, Captain Hook and Mr. Smee. Must I humiliate you like I did the others?"

They all shook their heads. Helga Sinclair, a sexy blonde stood up. "We're in." She purred.

Maleficent dropped the paper. "You've made a wise choice." Maleficent announced. She began to swirl her hand over her staff, the orb filling with green smoke. "Disney never gave us a chance." She said. "While all the protagonists are off living their fairytale endings we're stuck here, rotting in the unknown realm of Disney. It isn't death as not all of us died, but all we know it that as soon as the story ended we wound up in this black, dismal hell. But now we will escape! We will send them some place where there are no happy endings."

Narissa snorted at this. "I've already tried this shtick. I sent this little bubble brain, Giselle, off to Earth. You know what, she found love there! What makes your spell any better?"

Maleficent glared at her fellow witch. "You were alone the first time. But when you consider all of us together we are unstoppable." She crowed. She held her staff out. "We will send them away, where there stories will be erased, replayed to our liking. They won't have any memory of their happily ever after and they certainly won't stand a chance if their where everything is normal and magic and true loves kiss doesn't work. So who will be the first to drip two drops of blood onto my staff? Who will start the revolution?"

Ursula, the octopus woman, stood, her tentacles making grotesque clicking noises against the floor. She took the knife from Maleficent's slender hand and cut her plump finger. The blood passed through the glass and into the orb. By the time everyone had finished it was full. Maleficent then finished the ceremony by dropping her blood in and chanting over the orb.

"It is done." She whispered. A chill went done everyone's backs as lightning cracked through the sky. Maleficent held out her hand. "Let the games begin." She announced.