Once the two are back on course, their travel is filled only with the sounds of the forest. Every once in a while, Killian will open his mouth to ask Emma something, but he will quickly shut it when he sees the determined look on her face.

"I just don't see why you need to be on the ocean all the time." Emma pipes up after an hour of walking.

"I beg your pardon dear?" Killian raises an eyebrow.

"I get that your a pirate but maybe it's time you put all of that aside and focused on something else."

Killian grins at the way she looked so seriously at the ground. "Like what love?"

An exasperated noise escapes her lips, and she throws up her arms. "I don't know! Maybe something that isn't a crime? Something that won't send you to jail?"

Killian stops, all jokes aside, and waits for Emma to stop as well. "Love, if you have something to say, just say it."

Emma turns back to him, and steps closely until they are only inches apart. "Focus on someone, anyone but yourself."

"And do you have someone in mind?" His heart beat a little faster as her breath hit his skin.

Emma's fingers tingled, and her stomach was doing tricks, but she refused to lose the upper hand. "Someone who is actually worth your time; not the Dark One."

Hook grabbed hold of her hand and scowls. He opens his mouth, but is once again shut down.

"Oh, I hope I'm not interrupting anything." A cynical voice deadpans from a few feet away.

Emma spins to face the voice. The Princess grins. "Regina."

The Evil Queen, adorned in one of her famously tight dresses, and her hair meticulously in place looked perfectly terrifying glaring down at the couple. She twisted up her nose at Emma.

"What are you doing here?" Regina hisses.

"You know who I am?" Emma beams as she lightly touches her chest.

The Queen rolls her eyes. "Of course I do. You practically radiate rainbows and butterflies. You're Snow and Charming's daughter."

Instead of being offended, Emma grins a little more. "I am Your Majesty, and I have come to..."

"To what? To take more from me? I have nothing." She yells.

"No," The Princess starts. Hook is amazed by her determination. How in the face of such evil, she is completely calm. "I have come to learn magic."

"You? And magic? Snow White didn't have a magical born in her body. How would you have magic." Sneering, the Queen starts to circle them.

"I'm the product of true love. I was born with these powers."

"True love." She scoffs again. "So you say you have powers, let's see them."

Emma turns to a tree, holds out her hands, and throws her hands each way. The small tree collapses, split across the middle.

"Alright." The Queen squints. "Now let us see you do something more amazing." She glances over her shoulder, then back at Emma. "Throw that rock, over there." She nods her head around to direct Emma.

Focusing her eyes, Emma is able to pick up the rock, and easily throw it across the clearing.

"Now, transport us back to my cabin." The Evil Queen grins wickedly.

"I can't." Emma sighs. "That's why I am here. I was taught everything I knew by a lowly sorcerer, but I want to know more. You are the only one who can help me."

The Queen seems to ponder this for a moment; Killian watches her closely, and sees something click in her mind. She suddenly turns to Emma with an enthusiastic face. "Alright my dear, I'll teach you what I can." Her wicked smile is back, and an unsettled feeling washes over the Pirate. The Princess seems unfazed by the woman's sudden change in demeanor.

"Come along Emma," The Queen turns her back. "My cabin is not far from here."

Emma starts right after her, and Killian runs to catch up with her. "Emma?" He whispers to the Princess. "Don't you believe she is acting strange?"

She stops and glares at Killian. "Not this again."

"Love, please just think about it. Your parents were the ones that condemned her to a life without magic, and she just welcomes you as her student? That is not strange to you?"

"Maybe she's changed Killian. She has been out here for a long time. Maybe she has seen the error of her ways."

"You can't honestly believe that!" He gasps, chuckling at her willed-ignorance. "This woman insulted your parents the moment we met her. I don't know much about change of hearts, but I don't believe they happen that fast. If she is anything like me, she is going to use you as a way to get back at your parents, like I was going to use Belle."

"She won't." Emma says calmly. "Why are you so concerned with this anyhow?" She raises an eyebrow at him.

"Because." He says exasperated. "I'm taking your advice and focusing on someone else." The words hang between them, and the tension grows stronger with every second that they don't turn away from each other.

"She won't hurt me, just like you wouldn't hurt Belle." Emma says softly.

"But she doesn't have someone to stop her like you stopped me." Hook felt like he was beating a dead bush. He didn't know what he had to say to open Emma's eyes.

"You'll be there." She smiles slightly. "You can stop her if she got that far."

"But I can't!" He groans loudly.

"Why not?" Emma raises an eyebrow.

Hook throws up his arms. "Because I don't care about her!"

"And you care about me?" The woman asks after few moments of searching Killian's face.

"Of course I do." He sighs, and his arms drop to his sides. He carefully reaches out and touches his hand against her cheek. "I'm just worried about you."

Emma meets his eyes briefly, and covers is hand with hers. "You don't need to be."

She then leaves him to catch up with Regina.