Disclaimer: I do not own 'Once Upon A Time' or any of the fairy tales this story may make reference to.

She was called many things. None of them were kind. But they all said the same thing.

She was powerful.

Hook was disgusted that he was going to lower himself to asking for her help - or anyones help really. The prideful man never did like admitting when he needed help.

But he needed it.

If he was going to stand up against the Dark One and have a sliver of hope succeeding he needed more than just strength of arms. He needed something he couldn't get himself, he needed to be on par with the beast before confronting him - he needed magic.

Murderous magic.

So here he stood, not two feet from her, separated only by the oozing cauldron between them. Her joyful singing and delightful laughter was doing wonders grating his nerves. He tapped his foot impatiently with his arms crossed and looked disinterestly around the room. Bits and bots of nothing were thrown about the room in abrupt discard and yet she seemed to always know where everything was. She would go this way and that, never removing her eyes from the cauldron for more than a second. Each time of her appendages would stretch and grab an ingredient he would feel a slight clench of his stomach and when one had scrapped against his chest - he barely kept his food down. Her giddy smirk confirmed his suspicions that it was in fact deliberate.

Sadistic bitch.

She finally poured the potion into a glass phial and capped it. Her disgusting hand passing it towards him, he barely held back a gag when he saw the warts, pimples and weeping scabs staining her hands and hardly kept his composure as his hand briefly brushed against hers. She was a vile creature that revelled in others revolution of her. She chuckled evilly with a triumphant smirk.

"My payment?" she purred.

Wordlessly, Hook tossed her the conch shell which she caught expertly. She inspected it closely, but Hook knew that simply touching it would prove or disprove it's authenticity.

"It was a pleasure doing business with you."

Hook turned around and faced the enterence, cringing when the weeds screeched and screamed, attempting to attack him. He was not looking forward to walking through the man handling garden.

Just as he braced himself - her voice broke his focus.

"You didn't even love her so why go through the trouble of avenging her?" her voice was cocky as though she knew something he didn't.

His eyes flashed dangerously and he faced her, "Never dare accuse me of not loving her."

She tipped her head, feigning innocence. "Then why, as she lay dying in your arms, could you not respond?"

Hook cringed at the memory. "I was in too much shock to respond." he told her.

She laughed loudly and cruelly. "You can't lie to me. How pathetic you are - not even loving your 'true love'."

Hook clenched his fists, only the fear of shattering his potion did he stop, but he couldn't rebut her.

She laughed uproariously, "Ahaha, guilt!"

Hook's namesake was suddenly sitting at the base of her throat. "I am honouring her; I have no guilt other than that it wasn't me whose heart was crushed."

She smiled undaunted by the threat of death that sat on her throat, "then why couldn't you say it back?"

Hook didn't have an answer, but he didn't need to, they both already knew the answer.

He removed his hook and turned on his heel, slashing the offending weed looking plants that blocked his exit.

"Do you feel guilt because you didn't love her or because you weren't willing to die in her place? She loved a coward! Too scared to truly love!" she cackled.

He cursed her name, her strange skin, her malicious laughter, her silvery mane, her wicked eyes and dangerous smirk.

He was no coward – not like that spineless crocodile.

As he stormed away from her lair in a rage, her dreadful yet beautiful voice could be heard singing in a taunting tone.

"That poor unfortunate soul!"

But it didn't matter - he held magic in his hands.