Her brow bent with worry as she gazed down at her dying tree. Like an enchanted flower losing its petals, the apples dropped to rot on the ground. Regina wondered what would happen when the last of its fruit fell. Her reverie was interrupted by the sound of someone entering her office and instinctively she knew who it was. Flipping her expression, she put on an alluring smile before turning to face the new arrival.

"Jefferson." He looked tired and slightly mad, as his title in the Enchanted Forest would imply. "So you got my message."

"How could I miss it?" The man grumbled with little patience. "You know I watch her."

Regina moved around him toward the drink cart, continuing her nonchalant and unflappable façade. "It must be so painful. Having you daughter Paige being oh so near."

He lashed out at her mocking attempt of sympathy. "Grace. Her name is Grace. You should know that. You changed it."

She didn't deny his accusations as she uncorked her decanter of whiskey and set about preparing a couple drinks. He inquired intolerantly, "What do you want?"

"Your help." She sounded dispassionate, not speaking to the dread steadily building around her. She needed him to believe everything was in hand and not in a total tailspin.

"What makes you think I won't kill you after everything you've done?" His voice shook at her audacity to come to him asking for anything least of all his help.

"Because you don't have it in you. If you did, you would have done it 28 years ago when I brought you here." Regina verged into dangerous territory. Jefferson spent those 28 years alone in his large house in the woods, trying to feverishly accomplish the impossible task of recreating his magical hat. He was bound to snap at some point but she played the odds. She knew his weakness seeing it was one they shared. "Because you know if I'm dead, you'll never get back to your daughter. And I have a way for us to both get what we want."

She presented him a glass with a healthy pour of whiskey. He glared hard at her; she watched as the mechanisms in his brain whirled with the options presented to him. Seemingly reluctantly the murderous intent in his eyes faded and he dropped the white rabbit card into the offered drink in obstinate refusal. She rolled her eyes at him but took it as a sign to continue her proposition. Regina breezed passed, discarding the spoiled beverage on her desk, as she went to retrieve an unnoticed package along the wall. She figured it was time for a little show and tell.

She hoisted the oddly shaped leather case from the ground and walked it to conference table where she placed it with a solid thud, adding glibly, "I come to you with hat in hand."

"My hat." Jefferson acknowledged. He unlatched the fastenings and flipped open the worn out lid to reveal the top hat. In their world of magic the object could be used to travel between worlds and times; a truly uniquely supernatural item. In Storybrooke however, it was just a particularly gaudy headdress.

He looked entranced at the hat. Regina stepped into his line of sight, breaking the connection, and he moved back apparently startled. She smiled and elaborated her plan further. "I want you to use it again."

"I can't make it work." His voice growled with frustration. "No one can. Not here, not without magic."

"Well then we're in luck because I happen to have some." She spoke lightly and she could see his expression shift to greater interest. "Not a lot. But hopefully enough for one last journey."

"Where?"

"Back to our land, where there is a solution to a very delicate problem I have." She lifts the hat and holds it between them. "How to get rid on the one person who can break my curse."

He smacks his lips as he says her name. "Emma."

Hearing the savior's name invoked aloud causes Regina's stomach to drop. Coupled with a flash of anger as she recalled the woman in question being held captive in Jefferson's home, it nearly sends her emotions reeling. Despite the sheriff's best efforts to conceal Mary Margaret's midnight escape,Regina had pieced together the events from Sydney's spying. She barely manages to keep the reaction from her face as he went on. "And we shouldn't I let her just do that. End the madness and go home."

The queen scoffs, her eyebrows rising incredulously, "To your hovel? Selling fungus at the fair? Why? When you can just stay here in the mansion I gave you?"

His jaw clenches as she strikes another sore spot. His desire to give whatever his daughter's name was a better life was always stuck in his craw. A life where she would never go to bed hungry and could have as many dolls as she could dream of. Her and Jefferson were truly not all that different. Regina placed the at-the-moment useless hat back into its box. Tapping the man on the chest she moves around him with dizzying effect and pressed on, "My problem Jefferson is the same as yours. It's family. We both want our children back and we both can get them if we work together."

"Why should I trust you now?" He sneers.

"You shouldn't." Regina said honestly then reminded him. "But it's the only offer you've got. Afterward I'll wake up your Grace so she remembers who you are-"

"No!" He emphatically cuts her off and she fears she's lost him for a second. But he slowly stalks toward her explaining, "Remembering is the worst curse. Two lives in your head like me. I want to forget. I want you to write us a new story, a fresh start. Here."

He speaks definitively with a hint of threat looming in its notes, offering no room for negotiation. She gives him a contained smile, after all this time he proved to be just as easy to manipulate, and she provides a promise that she has no intention of keeping. "Well then, my dear Jefferson, that is exactly what you will have. Of course after we take care of Ms. Swan."

/

Which is how the two of them ended up in Regina's father's mausoleum, descending the staircase into a secret lower level of the crypt. The steep, narrow path lead them down into shadows. Regina calls out behind her, "Watch your step."

"What is this place?" He glances nervously around at the grimy, cobwebbed stones as she leads him into her vault room. The only source of light is the pale gray afternoon light that comes in streaming behind them. Alcoves are carved into the walls lining them with old, once-enchanted relics and where, once upon a time, stolen hearts would have resided and where a select few still did.

"Where I've kept my last bit of my magic." She wondered if he could feel the faint hum of it and based on his uneasiness she believed he could. "The only magic in this world is in the things I've brought with me."

He nods, eyeing her warily, and tips the hat in her direction in grime recognition to her. Jefferson places the transporter onto the tiled floor, designed with circular patterns that Regina knew had been transcribed from a magical text to promote magical potency. They stood with bated breath as they watched the hat do nothing.

The mad hatter dragged his fingers through his short cropped her, frustration leaking from his tone. "It's not spinning. It's not working."

The evil queen however was not so readily deterred. She could feel the low din of magic, practically non-existent, but still there swirling under the surface. The hat wants to perform its magic trick; they just needed a boost to tap into it. "It needs to absorb the magic that is in here. I have some things left."

Taking a dusty wooden box from a shelf, she pries it open. The odd baubles inside are shells of the power they once held but even still she can already feel the slightly electric buzz increase. "A few trinkets."

Regina kneels before the hat, tipping her offering inside, the artifacts jingling and rattling in objection as they fall from their resting place. She stands back, willing the hat to motion, but the stupid thing doesn't so much as wobble. Jefferson plucks it up to investigate, flipping it upside down, they discover the items have disappeared; an entertaining parlor trick for a child's birthday party but has left the queen unimpressed. Jefferson sighs, digging his fingers into the brim, Regina sensed his impatience matched with her own. The enchantment was just beyond their grasp. "It's not enough. We need something that still works."

Realization came over her like a reluctant and dreaded dawn. At first she brushed her fingertips against her pocket, recalling the precious circle of metal she had place there this morning. Gingerly, her fingers dipped into the confine and came to the jewelry, smooth and warm from being against her body heat. Regina extracted the ring as if it were a delicate, lost treasure. As she gazed at it, it glowed dimly, imbued with the promise of a first love, the last vestige of her ill-fated romance with Daniel. Jefferson quickly caught sight, his interest piqued. "What's that?"

She didn't spare him a glance; her eyes transfixed and lost in the memory of them even as she answered. "A gift from someone long gone."

"Well whatever it is, it still has magical properties. Let me see what I can do with it." He reached for the totem. Regina bristled, her lips curling into a grimace at the man and her hand wrapped protectively around her ring. Jefferson was passed the point of intimidation as he pressed her. "If you want your son back, if you want you revenge, give it to me."

His words struck her solidly, her heart aching at the prospect of parting with her most cherished possession. But she was rapidly running out of time and options. In giving up this last bit of herself, she could secure a love greater than the one lost; the love of her son. The queen's resolve hardened, her eyes became firm in determination as she gestured for Jefferson to set the hat back down with an imperious point of her finger. He did, backing away to a respectful distance.

Regina approaches the gaping opening of the hat, the inside so pitch black she couldn't see the bottom. She lowers herself once again before the hat, looking softly at the ring with one last goodbye echoing in her head, the queen's hand disappears into the small abyss. As soon as the ring touches the crushed velvet lining, Regina could feel the solidness evaporate from her grasp, gone forever. She swallowed the sob in the back of her throat and wrenched her hand away. As soon as she extracted herself, to her relief, the hat began a lazy spin and conjures a swirl of purple haze. Still after a moment, no portal appeared. "What's wrong? Why isn't it opening a portal?"

"The magic- it's not enough. We can't go anywhere." Jefferson kneels in front next to the hat, rubbing his face in aggravation.

"Then you failed." Regina hissed at him. Her fingers itched to sink into the man's chest and pull out his heart but she would have to settle for calling Sydney Glass and enlisting his help to detain the useless man only to remember Sydney was already in the mental ward hospitalized for his 'psychotic break' of attacking Kathryn. Her frustration grew, wanting to desperately throw him in a cell with Graham and the other. It would be an apt enough punishment; where he could no longer be able to watch his daughter from afar. The charlatan had cost her the last chance she had to save her curse. He had cost her the last sliver of Daniel she had left. Regina could feel herself fracturing when Jefferson exclaimed suddenly, sounding a desperate as she felt.

"Maybe not. There is enough magic to touch the other side just not get us there." He may have well have been on his knees pleading for his life. "There might be enough to reach through and retrieve something."

A spark of hope ignited in the mayor, thwarting her plans to crush the mad hatter for the time being. "I can bring something back?"

"Is there an object that can help you? Perhaps I can open it enough to reach through and grab it. It would have to be small. Something you can take in your hand. Is there anything like that that can help you?"

A creeping smile made its way to her lips. "Yes, yes I believe there is."

"Okay." He handed the hat to her, his voice slightly shaking as he instructed. "I need you to direct me to the time and place where this object exists."

"How?"

"Think about it. Guide the hat."

Regina holds the magically object ceremoniously in from of herself, thinking of the abandoned barn and fields of her childhood home, of standing before her most beloved's grave with the her most hated enemy, and of the innocuous red fruit she presented to her. Suddenly the top hat spins out of her hands. It rotates stronger than before and the purple smoke thicker and headier. A surprise giggle escapes her. "Oh!"

The intoxicating feeling of magic seeps up her fingertips and rushes through her veins like a wild horse on a great expanse. It's not her magic, rather the residual vibrations spilling from the hat. It is enough though to conjure the giddy feeling she remembers from first learning the craft. Jefferson's flat voice brings her back to focus. "Excellent, it appears to be working. Now what is it we're after?"

Her eyes gleamed with a sinister promise, "An apple."

He nodded warily and held his hand over the swirling vortex that emanates from hat. She holds her breath, only concentrating on the apple and bringing it to her. It feels like an eternity before the hat abruptly skids to a halt and then, as if falling up, a perfect apple save for one bite taken from its red flesh comes out of the hat.

Jefferson catches it, turning the fruit upward to lie in his open palm, "Is this it?"

"Yes." Regina said breathlessly, grabbing her prize from him. "Yes it is."

"And my daughter? My Grace?" She can barely register his wants, consumed by her plans to finally rid herself of the Sheriff of Storybrooke.

"First things first." She reminds him, her voice deep with gleeful plotting. "The deal is not done. Not until I solve my next conundrum… How to get this savior to taste my forbidden fruit."