As he entered the cavern more, Regina took a step back. She looked over at Maleficent who seemed unfazed by his appearance there.

"I see you decided to act," Rumpelstiltskin said to Maleficent after glancing over at Regina.

"I really didn't have much of a choice in the matter," she replied. "I could have merely left altogether, but that would have meant leaving Regina behind."

Rumpelstiltskin again looked at Regina and started to approach her, but Maleficent grabbed his arm to stop him.

"That's close enough," she said.

"Hello Regina. I am Rumpelstiltskin," he said bowing.

"I know who you are," Regina said, trying to sound braver than what she felt at that moment. "I remember everything."

"Oh," he said giving a look to Maleficent. "Is that so? Well, I do hope that bit of unpleasantness won't prevent us from having a mutually beneficial relationship going forward."

Regina looked at Maleficent. "What is he talking about?"

"Rumpelstiltskin here is the reason I am free," Maleficent said. "He believes this fact leaves me with a debt to repay to him. And while I'm grateful for his assistance, he seems to forget that I wouldn't have been frozen here if it wasn't for him assisting your mother and her allies. Still, his goals and mine do align at this time."

"You see," Rumpelstiltskin said. "We can all be friends now."

Regina didn't know what was going on and she felt out of her depth. Still, she didn't want to show any weakness to Rumpelstiltskin or Maleficent for that matter.

"I grow bored of this conversation, say what you came here to say," Maleficent said. "We have much to do."

"Our benefactor seeks to make his move," Rumpelstiltskin said.

"Then let him," Maleficent. "It matters not to me. I have done my part. I do not care for the political game he is playing."

"Yes, you have done your part," Rumpelstiltskin said looking at Regina. "The queen is off the chessboard, but that isn't enough for him. He now wants her delivered to his kingdom post haste."

"That's not going to happen," Maleficent said and she made sure to position herself in between Rumpelstiltskin and Regina. "He doesn't get to have her and if he or any of his emissaries tries to take her, they are going to have to go through me first. That includes you."

"Relax dearie," Rumpelstiltskin said taking a step back. "I'm not here to whisk Regina away. I'm merely the messenger."

"Why does he all of a sudden want her?" "

Regina wished they would stop talking about her like she wasn't there, but she also wanted to know more of what was going on so she stayed quiet.

"Leverage," Rumpelstiltskin said.

Maleficent rolled her eyes. "The man is an idiot," she said. "Does he think that the other kingdoms wouldn't unite against him if they learned that he was keeping one of their own a prisoner?"

"He is unconcerned about the other kingdoms. No, the White and Mills kingdoms are the only ones who would get involved or so he believes," Rumpelstiltskin said. "The others would not interfere because of fear. They fear what Regina may do so they will stay out of it, or so Midas says."

Rumpelstiltskin moved to his right and looked at Regina from head to toe and back. "Strange that they fear someone who has done so little," he said. "At least in terms of magic. But the power you hold within you is a monumental thing. I do believe you were born to shake the foundations of our world. You just need to be educated first in the finer points of magic."

Regina didn't like him looking at her like that or speaking about her in those terms.

"She isn't going to be shaking any foundations," Maleficent said. "At least not anytime soon. You can run back to Midas and tell him that Regina is under my protection."

"Is this where you intend to continue her tutelage?" Rumpelstiltskin asked.

"You must admit that it's probably the last place anyone would expect me to come," Maleficent said.

"Very true," he said. "But might I offer my place as an alternative? I do after all have servants and a lifestyle more befitting her majesty."

"No thank you," Maleficent said.

"Ok, then I shall deliver the message to Midas and return here. Then we will truly begin."

Again, he looked at Regina, then to Maleficent before turning and leaving. Regina waited until he was gone before turning to Maleficent.

"What is going on? What is all this about? I want answers," Regina said. She used her most authoritative voice even if she felt uneasy about this. She had acted impulsively when she had left with Maleficent, and she was beginning to realize there was something much bigger at stake here.

"You will get your answers," Maleficent said. "This way."

She lead Regina back further into the cavern and stopped in front of what appeared to be a solid wall, but Maleficent again performed some magic and the wall shimmered and disappeared to reveal a crack big enough for them to pass through. Regina paused before following Maleficent in, but once she did Maleficent produced a light ball formed from magic and Regina could see there was a corridor. They traveled down it until they came to a more open space, which was furnished.

"This is where you will continue to learn," Maleficent said.

Regina walked around the room, which was sizeable and she wondered how Maleficent had pulled this off or was this more help given to her from Rumpelstiltskin. She figured Maleficent was right in that no one would come here and think to look for her there, which meant no one would think to look there for Regina either.

"Please sit," Maleficent said.

Regina decided it wouldn't hurt to sit and listen to what Maleficent had to say, but she already decided that if she didn't get answers or didn't like what was said, she was going to leave. But she was worried that she wouldn't be allowed to leave. She had spent her life masking what she felt, and she realized she would need that skill now maybe more than ever.

Once she took a seat, she indicated to Maleficent that she was ready to hear what she had to say.

"I meant what I said back at the castle, I will teach you all the things that were denied you," Maleficent said. "At this point in your life, you should be one of the most powerful magic wielders in the world. You have that kind of power. I knew it the first time I met you."

"How powerful am I?" she asked.

Maleficent smiled. "More powerful than your mother and once upon a time, she and I were the most powerful of the magic wielders there were. You see, that should have been your legacy. But Cora let the other rulers steal that from you."

She explained more fully what had happened prior to Regina's birth and afterward.

"How do you know all of this?" Regina asked.

"Rumpelstiltskin filled in the gaps," Maleficent said. "I assume he learned it all from Midas. Let me get this out of the way now – I do not trust Rumpelstiltskin nor do I trust Midas. They both have their plans and machinations, but I did need them or I wouldn't be here now."

"What about your plans?"

"My plans haven't changed," Maleficent said. "I seek revenge against those who have done me wrong. Those people include ones who have done you wrong. I hope that you and I can work together to finally right those wrongs."

"And if I have no interest in your revenge?"

Again, Maleficent smiled. "This may come as a shock to you given how you were brought up, but you are an adult Regina and you can make your own decisions. I do want you to consider this however, you may have power, but you don't know what you can do with it. Only I am willing to teach you how to use it to its fullest potential. Even if you were to return home this moment, do you think your mother would be willing to do what she has been unwilling to do all these years? Even if she was willing, the other rulers would never allow it. They would risk all-out war to stop it. It as Rumpelstiltskin said, they fear you."

Regina thought about all the other rulers she had met throughout her lifetime, the ones she had invited to her home for the anniversary celebration – none of them gave any indication they were worried or fearful of her, but outside of Midas none of them seemed to pay her any particular attention either.

The idea that she was someone to be feared did not sit well with her. But she thought about how the rulers had all allowed Midas to bring in Rumpelstiltskin to take her power away and she knew that they must have done that out of fear of what she might do.

"If you dedicate yourself to learning magic, it won't matter what those rulers may do in the future," Maleficent said. "They would never be able to harm you in any way."

"Is that what you thought about yourself before they stopped you?" Regina said, deciding it was time to challenge Maleficent's thinking a bit. She needed to break that calm exterior that Maleficent was exuding right now to see if she could get to the truth of all of this, because if she was certain of one thing – she wasn't getting the whole truth.

"That is what I thought," Maleficent said simply.

"Then why should it be any different with me? Assuming I care to continue to learn magic," Regina countered. She wanted to throw out that last part to see if Maleficent did indeed believe it was up to her to decide.

"Oh, you want to learn," Maleficent smiled once more. "You are even more eager to learn than your mother ever was. If you think you can merely stop now, you are only fooling yourself. You want to know all the secrets, the tricks, the things you can do. I have seen it in your eyes Regina, so let's not pretend you don't want this."

Regina was tiring of this. Maleficent was saying a lot for not actually saying anything.

She stood up. "And why should I trust you to teach me anything? Why shouldn't I just leave right now? Because I can tell you right now that despite my interest in magic, I do not desire to hurt anyone, nor do I wish to be around Rumpelstiltskin. You have already lied to me about who you are so I don't see any reason why I should continue to entertain this at all."

Maleficent didn't make any move to stand, but she studied Regina for a moment.

"You aren't much like your mother," Maleficent said. "It's fascinating actually. Cora, she was meeker than you – at least in the beginning. She came out of her shell a bit, but I certainly never expected her to go behind my back as she did. It was a betrayal that I have not gotten over in all these years. It is why I targeted you once I learned that Cora had a daughter. You see, I do want my revenge on her and Snow White, but that doesn't mean I am a killer if that is what you think I mean by revenge. If I wanted that I could have done it the moment I was freed from here and neither of them would have been able to stop me. That's not what I want."

"What do you want and how do I fit into it because I know you wouldn't be wasting your time with me if I didn't have some part to play," Regina said.

"It is true, I do need you to succeed in this," Maleficent said. "You see, I believe I know what this curse is that everyone is so fearful that you are going to cast. It's quite funny to me that the rulers of the kingdoms took the seer's words and never considered they might have a different meaning, one not quite as dire as they believe it to be."

"This seer said I would destroy our world, that is the very definition of dire."

"This curse doesn't destroy the world, it destroys the world as we know it now," Maleficent said. "No, this curse will allow you as the one who casts it to remake the world. So yes in a sense the old world would be destroyed, but you, me, the people here, we will all keep going in this new world. We would get to live different lives than those we live now. Don't get me wrong, I understand why they fear it. Imagine, if you will, a world where there are no multitude of kingdoms – where those people who tried to take away your powers, who lied to you, who harmed you, were no longer in power. That is really what they fear – losing their power."

Regina considered this. The days it took for them to get here, she had thought a lot about this curse. She didn't even really know what curses were or how they worked as it was not something she had learned up to this point. But the idea that she could do something like that had hit her hard because she didn't want to hurt people. Yes, she had been hurt by others' actions but she wasn't in the mindset that she should seek revenge. She thought again of all those times she thought about running away, just going somewhere and living another life.

If Maleficent was right about this curse then that is what it offered - a different life.

"I don't trust you," Regina said finally.

"You shouldn't," Maleficent said. "You shouldn't give anyone your complete trust. I did that once with your mother and it's a mistake I won't make again. In other words, I don't trust you either. If we do this, I think that mutual distrust will serve us well. It's your decision to make."

"You haven't explained Rumpelstiltskin's role in this."

"Well you should definitely not trust him," Maleficent said. "His goals haven't changed. He still seeks power, specifically your power. He is working with Midas still in hopes that he can isolate you and steal your power. That is why I warned him off. But have you heard the expression that you should keep your enemies closer in order to keep an eye on them? That is what we are doing with him. He believes he is returning here merely to assist in your teaching, but the truth is I don't trust him to be away and plotting. I promise you though, I will not let him steal your power."

"And what is that promise worth when you just admitted I shouldn't trust you?"

"You are a fast learner," Maleficent said. "But consider this, it benefits me for you to have your power, so therefore keeping you safe is helping me. If you wish to leave, you may. I won't stop you, but you do not know nearly enough to protect yourself from someone like Rumpelstiltskin. You stay, you learn from me and yes him because you should always know your enemy, then you will never have to worry about being able to protect yourself again."

And there it was, Regina thought. She knew Maleficent spoke the truth. If she had been taught since she was a child to know her magic, she would know how to protect herself from not only Rumpelstiltskin but also Maleficent. But she wasn't taught like that and she was so far behind that there was nothing she could do to stop either one of them if they wished to harm her.

She had no choice.

"I'll stay and I will learn," Regina said.