Ursula was glad to see Regina coming toward her. When Regina had collapsed, she'd been uncertain as to whether she would pull through.

Ursula had not lost consciousness. She didn't know if that meant she'd been able to withstand the poison better or if she'd simply gotten less of it. She'd been unable to make the magic work at first. Her thoughts of how much she loved Eric and how far she was willing to go to save him had only caused her further distress.

So she'd focused on the only thing that she thought could give her some stability. She thought of the Sea King, how it was his fault Eric was dying. She focused on her anger, and the thought of how if Eric died she would hunt down the Sea King herself and destroy him, with or without Rumpelstiltskin's help. She would not let that merman take her son from her. And with those thoughts, power had coursed through her. She hadn't realized magic was something that could come from within her rather than the result of some mystical recipe.

"I just wanted to make sure everything was all right," said Regina.

"We're both fine," Ursula told her. "Thank you."

She remembered Rumplestiltskin's words, that she could be more powerful than Regina. She didn't feel more powerful. Regina clearly knew more about magic than she did. Ursula felt there was a lot she could learn from her.

"I wanted to let you know," said Regina. "That I understand your need to have your son. I want to help you find some way to deal with Eric's land sickness."

Ursula smiled. "I appreciate that." And yet, she couldn't help but feel like it wasn't enough. She realized Regina's knowledge and abilities were limited. The use of magic drained her. And even though she was sure there was much she and Regina could do together, how much more could she learn from the man who had taught Regina everything she knew?

"Are you okay?" Regina asked. "You seem distracted."

"It's just," Ursula admitted. "Since the Sea King's attack - I mean, I've always known - but I feel it more now - I just can't take care of Eric the way that I want to."

There was much she wanted for Eric, and while Regina and her husband were wonderful people, this life was not enough. She couldn't protect him, she couldn't give him everything that he needed, and she couldn't give him everything that she wanted to give him. She was powerless to move herself up in the world.

"We'll work through it," Regina told her. "We'll make sure Eric gets everything that he needs."

Ursula nodded at her, but she needed more - Eric needed more. And Regina couldn't give her that.

She assured Regina that everything was fine. And when she left, Ursula went into her house and picked up her spell book. Rumpelstiltskin had been right. These spells were useless to her. They were nothing like the power she had felt as she'd attempted to save Eric's life.

And if she was going to save his life again, if she was going to protect him from the Sea King and give him everything he could ever want, she was going to need Rumpelstiltskin's help.

Regina never heard from Ursula again. From the day she found the house empty she always wondered what had become of her and Eric. And she feared Rumpelstlitskin may have gotten to them. Though she'd tried to find Ursula again, she'd been unsuccessful.

Seasons passed, and very little changed from what it had been. Crime in Nottingham continued to teeter between controlled and uncontrollable. Robin continued to ask the King for more men or to exchange others. Regina continued to want a child without being able to have one.

Nothing changed until the day Snow White showed up at their door.

"It's father," she told them. "Something's wrong with him!"

When Regina and Robin continued to press her for more information, she told them some woman had arrived at the castle a few days ago and ever since her father had been acting strangely. She had left as soon as her father had announced he was marrying again.

Regina felt in her heart she knew who this strange woman was, but she said nothing as she, Snow, Robin, and his men rode to the castle.

"Maybe Snow and I should go in alone," Regina suggested when they arrived. "Seeing the Sheriff and his men might be a bit too alarming."

Robin nodded at her. "We'll set up a perimeter," he said. And then he kissed her quickly.

Regina and Snow made their way unhindered into the castle. Any guards or servants they passed did not question their presence. At last they found the King and his bride to be in the courtyard.

"Ursula," breathed Regina, her heart dropping.

"You know her?" asked Snow.

"I did once," said Regina.

Ursula smiled at her and opened her arms. "Regina! How wonderful for you to join us."

"Ursula, what are you doing?" asked Regina. The King stood at Ursula's side, her orange spiral sea shell hanging from his neck, a glazed look in his eyes.

"What you never could," she said.

Regina stared at her.

"You could have had this life," said Ursula. "This power. But you threw it away."

"I didn't want it," Regina told her.

"Well, you were a fool not to. Finally, I'm about to have everything."

"Ursula, listen to me." Regina pleaded. "Nothing good can come-"

"Everything good is about come," Ursula told her. "Eric will have the life I always wanted to give him, no one will control my destiny, and very soon I will make sure the Sea King can never bring us harm again."

Regina cast her gaze around desperately, looking for anything that might help her. Was there no way of reasoning with her former friend?

"What have you done to my father?" Snow insisted.

"Your father is fine." Ursula smiled, gesturing at the King. "Talk to him."

Snow went to her father's side. "Daddy?" she said, kneeling before him and taking his hands. "Daddy?"

Leopold shook his head as though clearing it, and his eyes returned to their normal clarity. "Snow?" he said, looking down at her. "Snow? Why are you so distressed, darling?"

"Daddy," pleaded Snow. "You can't marry this woman."

"What woman?" he asked. And his eyes glazed over again. "Ursula is a fine woman," he said, all expression gone from his face. "She'll make a fine queen and a good mother."

Snow turned to Ursula, tears in her eyes. "What have you done to him?"

"Your father is perfectly within his own will and mind so long as his thoughts don't stray to me or Eric. Once that happens, he will do and think as I wish him too."

Snow looked back up at her father. In a moment of realization, she grasped at the sea shell hanging from his neck. But she was knocked on her back with a blast of magic.

Ursula laughed. "Did you think I wouldn't have protected it?" She knelt next to her future stepdaughter. "Everything will be fine, Snow, don't you see? You'll still have your father. I have no desire to harm him. Everything will be as it was before. Except now you'll have a stepbrother and a stepmother."

"But his mind won't be his own," said Snow. "You'll control him."

"Only in select matters," said Ursula, as though that made all the difference. "Really, I don't see why this is distressing you so much. Didn't you want a family?"

"This isn't the way, Ursula," said Regina. "Let him go."

"No." Ursula stood, her voice and face becoming stern. "I have worked too hard to get where I am to walk away from it. Nor will I have it taken from me."

Regina raised her hands in a defensive gesture. "I'm not here to take anything from you."

Ursula fixed her with a look. "Then tell your husband his men are unnecessary. This wedding will commence, and nothing will stop it." She turned to the King. "I must get ready, darling. I suggest you do the same."

"Of course, my love," said Leopold. He kissed his bride robotically.