A/N: bumping the rating up to M now, so I don't forget. The last chapter will have our girls finally, you know 'wink wink' :)

Earlier that afternoon at the Queen's castle, a guard comes in, shoves a bowl with some kind of liquid through a small gap in the cell bars, near the floor. "Your last meals...ladies...enjoy," he grins as he walks back out.

Emma approaches the bowl, picks it up, sniffs it, scrunches up her face, tossing it against the bars. "What the hell was that? Smelled like last weeks garbage."

"Not sure, I think it's suppose to be like turnip soup, but I agree with you, it may have been from last weeks leftovers." The woman puts her bowl down

Emma goes back to her usual sitting place, back up against the wall. Closing her eyes, she thinks about all that has happened the past few days. Seems like it's been weeks since she was in Storybrooke, in the apartment with her parents, and Henry. But thinking of Henry, makes her think of Regina. She recalls one of the discussions while walking to Rumple's.

"Regina, can I ask you something?"

"Hmm? Yes, but I can't guarantee I will answer."

"Fair enough. I know a little bit about you before you became the Evil Queen. Some of the talks we had, and some I had with Snow."

"Go on."

"I know Cora was very domineering, controlling, and such. Did she...ever abuse you? I mean...physically?

"My mother had a ways of punishing me for various reasons, with magic, both physically and mentally. Both were extremely painful, so I would usually give in and do what she wanted, just to end the...torture. So yes, I would call it abuse. Why did you ask?"

"Just trying to get to know you better, understand more of why you...were like you were..you know."

"I once told Zelena, that evil isn't born, it's made. Just some people have a bad way of channeling anger like I did. When I lost Daniel, something deep inside me snapped. I really didn't have anyone to talk to. I loved my father, but he was...I don't want to say weak, but more like timid. That is why mother could control him so easily. Not having an outlet for my grief, I just kept it bottled up till mother pushed me to the point I broke, letting that darkness consume me, then Rumple came along and I was doomed."

"I..uh...thanks for opening up to me. Wish you could have had a friend back then, maybe then things would have been different."

"Maybe, but then I wouldn't have Henry, and I have you as a friend now."

Opening her eyes, Emma asks, "Do you know much about Regina?"

The woman glances at Emma, still unsure why the blonde insists on referring to the Queen by her given name.

"I mean, why she is so harsh?

"Far as I know, she has always been evil. She has never done any good for anyone. All I know is she has a great hatred for Snow White, and will go after anyone she believes knows her. Thus why I am here."

"But do you believe she could be good, I mean...find her way out of that anger, and try to get back on a path of good?"

"No...no I don't. She has done far too much damage, and her heart has to be black as coal for all she has done."

Emma fights back tears, 'You are wrong, she can fight the darkness and she can be a good person.' Once more Emma closes her eyes, and thinks about Regina. The times on Neverland, and back at the mine, with the trigger, and seeing the vulnerability in Regina's eyes as she tells Emma to let her die as Regina. Right then, something changed in the brunette. Emma felt it in her heart.

After nodding off for a few hours, Emma is still sitting, but now she is looking at the ring. She has it on her finger for safe keeping. As she twirls it around, she keeps thinking about her parents, about the Evil Queen, the curse.

"Hey, you awake?" Emma queries.

"Yes."

"Do you think the Queen is capable of...killing a child,...even an infant?" Emma glances over at the woman.

"I know she has wiped out small villages. I am sure there had to have been children there. As to directly taking a child in hand and harming it, I would hope she would have some restraint. Why?"

"Just thinking." Emma continues to look at the ring. She comes to realize that she was wrong to accuse her parents of not trying to find another way to keep her. Even if Emma had not been set up to be the savior, who knows what the old Regina would of done with her, as a baby. She could of killed her, or with the curse enacted, she could of put Emma in with some other family, in the same situation as she had been when sent through the wardrobe, with a family that didn't care about her. Her parents were not only trying to give her the best shot at surviving, but also because they had no other choice. The Evil Queen was hell bent on destroying her family. Now she is glad things turned out like they did...well till she fucked it up going through that damn portal. 'One of these days I will learn to think before acting.'

Pulling the ring off, Emma observes the green emerald, the detailed filigree in the metal work, as she smiles.

The woman moves closer to the cell wall between her and Emma, crouching down, "What's that?"

"It's my parents. My mother's wedding ring."

"And they entrusted you with it?"

"Sort of." I need to get it back to them."

"Being away from family is a terrible, terrible thing."

"Yeah."

"The longer I am separated from them, the pain doesn't just double, but it worsens. Maybe because I know I will never see them again."

"If my mom was here," Emma puts the ring back on her finger, "she would tell me to have hope. Maybe you should too. Who knows, maybe you will end up with your family again."

"I don't think so. I am fairly certain they already think I am dead."

Emma stares at the old wooden spoon on the floor from when she threw the bowl of soup against the cell bars.

The woman continues, "And soon it will be true."

Suddenly Emma scrambles to retrieve the spoon. "Maybe not." She grabs it, starts to unwind the wire holding the handle together.

Emma moves to the woman, "Give me your spoon." Once she has that one, she does the same thing, removing the heavy wire.

"What are you doing?" The woman asks curiously.

Emma moves to the lock on her cell door, studying it. Mumbling to herself, "It's all about the tumblers," she starts to pick the lock. Eventually she hears a distinctive clicking as the lock opens.

"You did it!"

Emma opens the door, and moves out of the cell. She heads for the door, but then stops, and glances around.

"What are you waiting for!" The woman whispers loudly. "Go! Get out of here!"

Emma then glances at the woman who is still telling her " Go!".

=========sq========sq===========sq============

In another part of the castle, a guard is standing near the entrance to the main dungeon. He hears a low growl, turning, he sees a shadow around a corner. As he approaches, a very large wolf comes around, teeth bared, hackles up, with gleaming yellow eyes. Just as the man draws his sword, a tapping on his shoulder makes him turn. Standing there is Charming. Before the man can act, the Prince uses his sword in a downward sweeping motion, knocking the legs out from under the man. As the man falls, Charming butts him in the head. The guard is out, sprawled on the floor.

Regina moves around the corner, behind the wolf, holding the red cloak in her hands. She slowly approaches the wolf, "Glad the wolf is on our side."

Charming looks over at the wolf, "Yea she's a fearsome one."

Once Regina tosses the cloak over the wolf, movement is seen under it, then Red pops out from under it.

Charming glances down at the unconscious guard, "We better hurry. When he wakes he will be on us."

Red hesitates, whispers, "Someone's coming."

Charming stands with his sword at the ready, Regina also pulls her sword and stands next to the Prince.

Emma comes around the corner fast, almost running into the two. "Whoa..."

Regina gapes at her, then "Emma?"

"Regi...Reggie.." Emma breaks out in a heart stopping grin.

"I thought her name was Leia?" Charming asks, confused.

"It's a middle name, I like it better," Emma explains quickly as she continues to gaze at Regina.

"How? We're here to rescue you."

"Uh...sorry...I was worried about you, and used my special skills to get us out. Speaking of which," Emma pulls off the ring, "I'm not going to be around much longer unless we find where this belongs."

Charming reaches for the ring, "I believe that belongs to me."

Emma gazes adoringly at her father as she hands over the ring. "You guys have a way out of here?"

"Follow me," Red turns to head out.

Just then the other woman comes around the corner. She passes Emma murmuring, "Thanks", as she goes to join Charming and Red.

Regina is still comprehending that Emma is alive, but then worry sets in as she wonders what condition the blonde is really in.

As the others head out, Emma realizes Regina isn't right behind her. She stops and looks back, notices a panic worry in Regina's face. Emma motions to Charming to go on, saying, "give us a minute." She rushes back to her, puts her hand on the brunettes arm, but Regina refuses to look at Emma.

"Hey...hey...what's going on, why do you look so worried. We got out unharmed," Emma quietly asks, when Regina finally looks at Emma, she sees shame and embarrassment. "Reg..."Emma quickly looks around for the others, "Regina, c'mon, talk to me, what in the hell is wrong?"

"Are...are you sure you are not hurt. She...I ….didn't do anything to you? When I saw her guards take you, I knew you were is serious trouble. I know her. I know how she thinks and how she can extract information, even using her powers of seduction." Regina is biting her lip, darting her eyes up and down, assessing if Emma is really not injured or...

"No..what..." Emma finally realized what Regina was asking. "NO!..no...she didn't do anything. Not that she didn't try, but to be honest..she has nothing compared to Madam Mayor," winks Emma. Still seeing the distraught look in those beautiful brown eyes, she sobers, remarking, "She basically just asked me about my mom, in this higher than mighty tone, and I told her that I didn't know anything. She tried coming on to me, but I just told her I was not interested but if she let me go I could help her." Finally seeing the slight smirk from Regina, "yea right, didn't think she buy it either. After she practically sniffed me, acting like I smelled bad, she said I wasn't any princess, kind of sneered at me, and looked down at me, then said I was no better than a street rat. Now that was hitting below the belt, but I didn't think calling her out on it was such a good idea, ya know." Smirked the blonde, "She had her guards take me out, they took me to some room, threw these rags at me, made me change into them, then tossed down here."

Regina still wasn't convinced. "Are you sure, I just...I couldn't live with myself if...I...did anything to you. I know that sounds odd coming from me, but...I...well I..." tears started welling up in her eyes, with one lone tear falling. Emma was so touched by Regina caring, that with out thinking, pulls Regina to her, wrapping her arms snug around brunette. "Hey..it's okay, c'mon. It's me. You are not her anymore, okay? Yea the old evil queen you, is kind of scary, but no scarier than that ogre that was breathing his stinky ass breath all over me." Emma ran soft circles with one hand on the dark haired woman's back, as Regina returns the hug, which is warm and caring. 'This..feels so good, and so right,' Emma ponders as she breaths in deep, Regina's natural scent, of apples and a bit of spice. Slowly pulling back but neither women letting go just yet, they gaze into each others eyes. Emma licks her lips, while Regina glances at those pink lips. As heads move closer...

"Hey! Let's go!" whispers Charming as he pops back down the tunnel. "We need to get out of here and find Snow."

"Yea..yea...we are...rig...right behind you..." Emma stutters, as she bashfully looks away from Regina. Putting her hand out towards the brunette, Regina takes it, as both head to catch up with the others.

As they catch up with the others, Regina looks at the woman that joined them. Recognizing her, she slows down Emma, as she whispers, "Emma?" Indicates the woman.

Emma gives Regina a sheepish look. "She was suppose to be executed along with me tonight. I just couldn't let her die."

Regina glares at the blonde, "If she is suppose to die in this timeline, she pretty much has to!"

"I'm sorry, but we will figure out a way...maybe we can take her back with us. I mean, she will be out of this timeline right? Maybe her family is back in Storybrooke?"

Regina ponders this. "Well, I suppose. You left us no choice. Better hope you can convince her to go with us."

"Me?"

"You freed her, she is your responsibility."

"Uhm...ok...we will figure this out later, c'mon, we need to find my mother."

===========sq===========sq============sq=============

While Charming, Regina and Red were looking for Emma, Snow White is sneaking past some guards, as they converse with each other. She then enters the Queen's chambers. Sliding up against a wall, she slowly peers around a corner, and spies Regina sitting at a table, looking at an apple. Pulling the small vial of dark fairy dust out from her pocket, she slowly pulls the cork out, then dumps a handful in her hand. Drawing closer, she is about to toss the dust at the Queen, when …

"I didn't think you were dumb enough to sneak into your own home." Regina sneers as she turns her head to glare at Snow. She puts the apple down, then slowly, stands up, moving slowly toward her nemesis. "But then I guess you were dumb enough to loose it."

"Don't come any closer."

"You think I'm scared of fairy dust?"

"This is dark fairy dust."

Regina balks, "How did you get that?"

"That doesn't matter. What does matter is I intend to use it on you."

Laughing, the Queen glares at Snow again, "Do you really think turning me into a bug will stop me?"

"No, but stepping on you will."

"You plan to kill me? I don't think you have it in you...Snow White."

Snow pauses, as if thinking, then very quickly tosses the handful of dust toward the Queen, but Regina is faster, stopping the dust with magic. The dust freezes, then drops to the floor, then disappears. With venom in her voice, the Queen snarls, "Dark magic is my strong suit, NOT yours. GUARDS!"

Several of the Queen's men come from behind Snow, grabbing her arms.

Regina gets very close to Snow, dark eyes flaring, "It's about time you suffered as I did."

Snow looks at Regina with sadness. "It was a mistake Regina. I thought telling your mother would stop the marriage. I was a child!"

"A child that didn't learn the most basic thing. All actions have consequences."

"You can kill me Regina, but this kingdom will never be yours."|

Looking at her guards, "She dies tonight!"

============sq=============sq==============sq===========

The moon is bright, the stars shining, the courtyard is surrounded by torchlight as Snow is slowly being lead past the Queen. She is taken up a small incline, then made to stand upon a small pyre of timber. Her hands are tied above her head, then a hood is pulled over her head.

Meanwhile, high above in one of the corridors, Emma, Regina and the rest rush out onto the main floor. Regina moves toward the large circular window that looks over the same courtyard. She gasps.

Emma approaches from behind, trying to see what has Regina alarmed. "What is it? Did you find her?"

"I'm..afraid so.."

The other three also approach, with Charming and Red very close to the window. All are shocked at the scene below.

Emma is horrified at what she sees. "We got to get down there before it's too late..." Tears well in her eyes.

Charming also is aghast by what he is witnessing, shakes his head, "I don't think we can."

As the group watches the horrific scene unfold below them, Emma softy cries out, "No...", as Regina pulls Emma to her, also peering down. The former Evil Queen, abhorrent of what her past self is about to accomplish.

The Queen below them conjures a large fireball in her palm, as she sneers her most evilest smile at her greatest triumph. As her men move away from the tied up Snow White, the Queen tosses the fireball at the piled up timber, which immediately ignite into a huge fiery inferno, engulfing Snow.

Emma gasps into her hand, anguish in her face, as she breaks down, turning into Regina, she buries her head in the brunette's shoulder.

Regina holds Emma tightly, tears falling down her face, as she watches the flames, her heart trembling at such sorrow for the death of someone she no longer hated. Then glances at Charming, who has lost something he didn't even know he had found.

"Em...Emma..I am...so...so...sorry," Regina sobs quietly next to Emma's ear.

Below, as the Evil Queen observes her work, a satisfactory smile on her face, one of her men comes up quickly.

"Your Majesty, several of the prisoner's have escaped. We are searching the castle now as we speak."

Waving her hand, the Queen looks around. "No matter, I have what I wanted, finally. Don't bother..they are nothing to me but vermin. Stand the men down. This calls for a celebration."

"Yes your Majesty." The man heads back out.

Upstairs, a heartbroken Red, with tearful eyes, "We need to go now!"

The mournful group quickly makes their way out of the castle, with little confrontation from the Queen's men.

A/N: Looks like there should be maybe 2 more chapters. The last one will be a long one possibly.