King Leopold exits his meeting with King George feeling very concerned. The entire meeting it looked as though George might die at any moment. By the end of the meeting, he couldn't even stand up and his healer had to have him carried out. After George dismisses him, Leopold lingers and overhears the healer saying that she thinks George won't survive the night.

This news concerns Leopold greatly since from his last reports the healer has confined Prince James to bed-rest. If George is hiding the extent of his illness and James is unable to lead, it could cause chaos in the kingdom, a situation that could prove disastrous at the best of times, but in this situation, will almost certainly spell certain doom.

"Excuse me, miss," Leopold turns to one of the castle maids. "Do you know where Prince James is?"

"I believe I saw him out taking a tour of the castle," the maid says. "The healer only declared him fully recovered the night of Regina's attack and since then he spends most of his time in war meetings. He's spent the last few days worrying about the possible war, as well as the health of..." she trails off.

"Of his father," Leopold finishes. "Only a fool could miss how ill he is."

"Yes, he has been good at hiding it, but the strain he's been under has accelerated it," the maid says. "I heard rumors that he was planning to hand the kingdom over to James at the end of the party that was held on the night we heard the news, but those plans were interrupted by our wizards detecting Queen Regina's dark sorcery..." once again she trails off.

"I'm sorry I've said too much," she says.

"No, that's fine," Leopold says. "But James definitely is well?"

"Yes," she says. "He's been fully briefed on all matters of the kingdom and I believe he is ready to take over."

"That's good to know," Leopold says. "I should go find him, but first I need to locate my daughter. Do you know where she is?"

"I'm not sure," the maid answers. "Perhaps one of the castle guards will know."

Leopold nods and turns back to the entrance to the inner castle to ask one of the guards there where Snow went. He knows asking one the two guards that were with him will be pointless since they accompanied him to the meeting room and haven't left the entranceway.

He is very worried about his daughter. She has been very despondent since Regina revealed her treachery and to tell the truth he is worried about it too. He married Regina fifteen years ago and never once did he realize she was planning such treachery. True, he didn't love her as he did his first wife. This was more a political marriage than one of love, but he thought that was what Regina truly wanted. He completely misread the intentions of both Cora and Regina, which he knows could cause the deaths of hundreds, possibly thousands of his subjects. If he regains control of his kingdom, he doesn't know how he can ever trust himself to rule again.

He pushes these thoughts out of his mind at once. He has failed his kingdom once he cannot afford to do so again. His real agony right now is for his daughter, Snow. He has never seen her so despondent. He has a real fear that she will never again feel happiness, so it is to his great shock that he sees her entering the castle laughing.

"So one the guards, said that the test must have been rigged," Snow says, "and Red said it was a fair test, and to prove it she said she could beat the two of them fully armed with one-hand tied behind her back."

"And then what happened?" a voice Leopold recognizes as belonging to Prince James asks.

"The two guards looked at her as if she had gone insane, saying no little girl could beat one of them, let alone both of them," Snow continues. "So Red got a piece of rope and had me tie one of her hands behind her back. Then she said that if either one of them could touch her with their swords, the position would be theirs."

"She didn't," James says in disbelief.

"She did," Snow says, continuing to laugh at the memory.

"What happened then?" James asks.

"The first man drew his sword and rushed Red, figuring her to be an easy mark," Snow says. "Red didn't even attempt to get out of his way. At the last second, she dodged out of the sword's path, grabbed it with her free hand, and kicked the man to the ground. Then, she turned to the second, expertly knocked the sword out of his hand, and put the tip of the blade to his throat."

"The first man was so enraged he said he was going to kill me," Red says, walking up to them. "He startled me, wrestled me to the ground and I saw in his eyes he meant to do it."

"What happened then?" James asks concerned, although he can see Red obviously survived the encounter.

"I managed to break free of his grasp and in the process broke both of his legs," Red says. "He couldn't walk for six months and when he recovered he was sent to the dungeons. After that, no one dared called me too weak to be the captain of Snow's guard."

"I'm Prince James," he says, introducing himself to Red. "I am pleased to meet you. Snow was just telling me all about you."

"I can see that," Red says as she turns to Snow, scrutinizing her.

"What?" Snow asks.

"When we arrived here, I thought you would never smile again and now I find you laughing," Red says.

Snow blushes, shocking Leopold since she's never shown the slightest interest in any of her potential suitors. Now, after only a few hours with this prince, she is actually blushing.

It is then that Snow notices him. "Father," she says as she rushes up to greet him. "How did your meeting with King George go?"

"Not well I'm afraid," Leopold says. "The situation in our kingdom is growing dire and it appears Regina is making preparations to invade this kingdom. Also, I don't know how to break it to you but King George, he is..."

"Dying," Snow finishes. "I know Prince Cha... James told me when he was giving me a tour of the town."

"I see," Leopold says.

"Did you want me to assemble the war council?" James asks.

"In an hour," Leopold says. "First I would like to talk to you in private since unless I am mistaken it will most likely be you running the war."

"Yes," James replies. "I asked my father for permission to attend the meeting between the two of you, but he is a proud man. I think he made his peace before your kingdom fell, but dying during the greatest crisis this kingdom has faced in centuries is not easy."

"Snow, go with Red and return to your quarters. I have instructed Chief Advisor Illom to meet you there within the hour. He will bring you up to speed on all the information he's gathered about the state of our kingdom," Leopold informs her.

"Yes father," Snow says and she and Red head off.

Red escorts Snow back to the chambers the king has assigned her. As soon as she closes the doors and they are alone, Red pounces on her friend.

"Okay, spill," Red says. "What's going on with you and the prince?"

"Nothing," Snow replies, defensively.

"Come on," Red says. "I know you. When I left, you this morning you were depressed and barely speaking and when I found you with the prince you were laughing like you were happier than you've been in years. Now tell me what happened."

"All right," Snow relents. "Well in all the confusion of our arrival, someone forgot to assign me guards, so I decided to explore the castle grounds by myself."

"You didn't!" Red admonishes. "Don't you know how dangerous that is, especially since your stepmother wants to kill you!"

"Yes, I know it was foolish," Snow says. "I promise I won't do it again. Now do you want to hear the rest of the story?"

"Of course," Red says. "Go on."

"Well I was amazed that a town was actually built within the castle structure, so I decided to look in the marketplace. There I met a nice craftsman who was selling finely crafted merchandise. One of the items was a jewelry box that reminded me of my mother's and I was admiring it when a pickpocket grabbed my bag."

"You were attacked!" Red exclaims. "Are you all right?"

"I'm fine," Snow says. "Anyway Geppetto, the craftsman I was telling you about, stated shouting for someone to stop the thief and next thing I knew the prince himself had tackled the thief to the ground."

"The prince tackled a common thief?" Red says impressed. "Not too many princes I've heard of would do that."

"I know," Snow says. "When he introduced himself, I was in shock. It completely contradicted everything I ever heard about him. Then I realized that all the nasty things I heard about him were from my stepmother and I decided to accompany him. It turned out that he was looking for the thief because he stole money from a little girl who was buying medicine for her sick mother."

"A real gentleman," Red says.

"Yes, he even personally escorted the child to get the medicine and then to her home," Snow says. "I tagged along and he was so nice to the girl and me as well, even though he didn't know I was a princess at the time, that I called him Prince Charming."

"You didn't!" Red says. "You actually called him Prince Charming?"

"I did," Snow confirms, beginning to blush. "I didn't think of it at the time, but I guess that could have been kind of forward of me."

"Did he say anything about it?" Red asks.

"No, he didn't seem to mind at all," Snow answers.

"What happened then?" Red asks.

"Well then I told him who I was and I started talking about Regina and about how Daniel died," Snow says. "He was very kind about it and helped cheer me up. Then he started talking about how his father was dying and how he would soon take over the kingdom."

"Not exactly the way he hoped to take over, is it?" Red asks.

"Not really," Snow says.

"Okay, enough depressing talk," Red declares. "So what do you think of him?"

"From what I've seen of him so far, he's very brave and kind," Snow says.

"He's also really handsome," Red adds.

"There's that too," Snow says, smiling.

"See I told you you'd find someone you'd be interested in," Red says.

"I suppose you were right," Snow says, then sobers. "While I was talking with him, I realized that most of my potential suitors were awful because Regina organized the parties. I have a feeling that all the princes and other nobles that could never make it to my parties because of the affairs of their kingdoms were a lie. Regina probably never invited anyone I would likely be interested in then lied about them not being able to show up."

"You know, you're probably right," Red says.

"I can't condone what she has done, but I still can't help feeling partly responsible for what Regina has become," Snow says.

"I know," Red says, "but in the end it was Cora who killed Regina's love and Regina who decided to get revenge for it."

Snow is about to reply, when a knock on the door interrupts her.

"I'm sorry to disturb you, my lady," a maid says, "but the prince has asked that you meet him in the war council room immediately,"

"Of course," Snow says. "Just give me a moment to get presentable."

"Do you want me to help you?" the maid asks.

"No, Red should be able to help me," Snow says.

"Of course, my lady," the maid says. "I'll wait right here."

As soon as James and Leopold enter the empty war council room, they immediately start discussing the problems they face."The situation in my kingdom is worse than I imagined," Leopold says. "I don't see that there is any other option but a full-scale invasion, which would lead to the deaths of many of my soldiers whose only crime is being brainwashed."

"I've been working on an alternative," James says. "I have the Blue Fairy and some of our wizards trying to come up with a way for a small strike force to get to your castle. Armed with enough magical weapons, they may be able to kill the queen. Then the problem would be eliminated."

Leopold is stunned. "I don't condone assassination and I'm shocked to hear you suggest it," he says. "Assassination of a political leader would only lead to chaos."

"Ordinarily yes," James says, "and under normal circumstances I wouldn't suggest it either, but according to the Blue Fairy if Regina is killed her spell will be broken. Everyone affected by her potion would be freed and the problem would be solved without the needless deaths of your soldiers."

Leopold considers James' words. "I had not been told Regina's death would break her spell," he says. "If what you say is true, then what you propose would be a preferable to slaughtering my own loyal soldiers whose only crime was to trust my wife."

It is then James notices Leopold sag slightly.

"If I may ask, how are you holding up?" James asks.

"I'm doing well," Leopold says. "I am determined to regain my kingdom."

"That isn't what I mean," James says. "I know your resolve to help your subjects is resolute, but being betrayed by your wife couldn't have been easy for you. I know that if someone I loved betrayed me like that, I wouldn't be holding up too well. Anything you say will be between the two of us. You have my word."

Leopold thinks over his words for a minute before responding. "This situation with Regina has me doubting my abilities as a ruler," he admits. "She was my wife for fifteen years and in all that time I never noticed that she only married me because her mother forced her too, that she was miserable or that she was plotting against me."

James considers this for a moment. "I can't imagine how you must be feeling right now. To be betrayed like that by one of the people you love most would break a lesser man, but you are a king," James says. "One of the first things I was taught when learning how to rule is that you must always put your subjects first, and inspire confidence in them, no matter how you feel or what it may cost you. I know this is the most difficult situation you will ever face, but your people need you now more than ever."

"Thank you," Leopold says. "I needed to be reminded of that. I just wish things could have been different. Perhaps if Regina had come to me about her mother, I could have done something, but it's too late for that now. Now I am going to have to send out assassins to kill her."

"There are still some problems with this plan, though," James says, "but I'd prefer to discuss them with the full war council."

"Very well," Leopold says, and then pauses.

"Is there something else you wish to ask me?" James asks.

"Yes it's about my daughter," Leopold says. "When we got here, I worried about her sinking into depression over what had happened and just now I found her laughing."

James pauses for a brief minute, remembering his promise to Snow about not worrying her father too much.

"When I first saw her, I saw how depressed she was, so I offered to give her a tour of the town to try to get her mind off things," James says. "I took her to the workshop of a local expert craftsman who makes a variety of objects and even helps with repairs to the castle. After that, we ran into the daughter of one of the guards dispatched to the border on the way to buy medicine for her ailing mother. I decided to escort her to make sure she was safe. I think helping the girl helped cheer Snow up a bit."

"Yes helping children would lift her spirits," Leopold agrees. "She is always at her happiest helping others."

Before Leopold can say anything else, a healer runs up to Prince James.

"Sire I bring terrible news," the healer says. "The king has just died."

"What?" James asks, knowing this was coming but still not ready for it.

"As you know the strain this crisis put on him has caused his illness to advance," the healer says. "He just suffered a massive heart attack."

"I see," James says. "Who else knows?"

"Just the three of us and Illom," the healer says, "although we can't keep this quiet for long."

"Summon my advisors," James instructs. "I must prepare to address the people."

"But don't you want to grieve for him?" the healer asks.

"I don't have time for that now," James says. "My first duty is to the kingdom. I need to keep the people calm and once Regina learns that the king has died she will attempt an attack thinking the kingdom is in disarray. We need to be prepared. Return to you duties for now and keep quiet about my father's death until it is officially announced."

"Of course, your majesty," she says, then bows and leaves.

"Excuse me your highness, but I have preparations to make," James says. "We'll reconvene the war council later this evening."

"I'm sorry for your loss," Leopold says.

"Thank you," James replies as Leopold leaves. Then, he sits down at the head of the table, preparing for what will most likely be a very long night.