"I mean to put you somewhere safe, someplace even I dare not go. Where I store the magic that is too dark, or unpredictable, even for me," the creature before her gave a flourish of his hand, fingertips waving up towards the ceiling, and Emma instinctively reared back, the beginnings of his name on the tip of her tongue.

But nothing happened.

The scaled man before her shimmered a pale translucent blue for a moment and froze, his mouth a twisted jack-o-lantern grin of black and yellow teeth, yellow lizard eyes crinkled at the corners.

Hook stumbled forward a bit, his sword faltering as the weight on his shoulder disappeared and he reached automatically backwards with his wooden hand, afraid for a moment he had dropped their poor unconscious captive.

"Oh blah, blah, blah," a familiar accented voice came from behind them. "I thought he'd never shut up."

Emma's heart shot into her throat and she whirled around, her hands automatically coming up in defense, wand pointed outwards. Hook was whirling too, the point of his sword swinging from the unmoving Rumplestiltskin to the new redheaded threat before them.

Zelena laughed, delighted at their expressions, her fingers idly toying with the small green charm around her neck and one hip leaning against the large table.

"Oh relax Captain, put your pointy metal stick away," she waved her hand lazily with a roll of her eyes and his sword flew across the room, banging against the wall and falling to the floor with a clatter. "I'm not going to hurt you, I did just save your lives."

Emma leaned back, her eyes narrowing. She exchanged a look with Killian who, for his part, looked equally confused, and angry, very angry, his jaw clenched and his shoulders tense. He shifted his arm uncomfortably, no doubt very much wishing he had the hook available instead of the gloved wooden appendage.

"Come now Savior," Zelena sneered. "I know you aren't going to hurt me, not you hero types. After all - " Zelena twisted the green pendant in her hand and her face seemed to melt and shift almost instantly into the woman from the cell block, red hair exchanged for dark brown. "-I just want to get back to my family." She said in the woman's voice, batting large brown eyes at the pair before her.

"It was you the whole time?" Emma blinked, a thousand questions flooding into her brain, wanting to pull back every ounce of kindness she had shown her.

"Well," Zelena twisted the pendant again, brown replaced with red and blue once again.

"Not the whole time. I just took advantage of the opportunity you presented me with after you knocked your little companion out." Zelena smiled. "But I have been enjoying the show. The waltz is so romantic don't you think?"

Her eyes flashed. "Prince Charles? Princess Leia. Such a sweet story, the pirate playing hero for a day. The savior living the life of royalty she never knew." Zelena gave a sympathetic pout.

"What. Do. You. Want. Where's the woman from the cell?" Emma bit out, jabbing the wand forward with emphasis.

Zelena just gave a little indifferent shrug and smiled a secret telling smile.

Emma felt her head flush with rage. She wanted to kill her. She wanted to rip her hair out. Visions of Neal dying in the dirt, her baby brother just hours old squalling from the floor of some filthy barn, and the poor innocent woman who just wanted to help Snow White flashed in turns through her head, all victims of this monster standing before them. She was trembling with anger and her heart thudded against her ribs, blood pounding in her ears. Her grip tightened around the wand.

"It's very simple Savior, I just want to go home to my dear, dear sister and give her everything she's ever deserved," Zelena's eyes twinkled as she grinned at them. "And to do that I need you."

"Me?" Emma exchanged another confused look with Hook shaking away the anger, she needed to focus, she needed to get it under control.

"What do you want with me?"

Killian shifted on his feet, swaying almost unconsciously and protectively in front of her.

Zelena reached over, and tapped the tip of the black wand still clutched in Emma's hand.

"It's nothing really, I just need you to use this," Zelena pushed the tip of the wand up with her finger.

"Why would we do anything to help you?"

Hook was practically growling, ending the last word in a rasp, his body tense and buzzing with energy next to her.

She could all but feel his own anger sparking against her arm, probably having his own no doubt similar reminders of Zelena's numerous crimes and threats, Henry scared in the boat house, Neal laying in a hospital bed, the helplessness on Emma's face as she admitted her magic was gone because of him.

"Simple, pirate," Zelena flashed a grin, all white teeth and crazed blue eyes. "Because if you don't," she leaned in further, her teeth clenching around her words. "I'll do what I should have had my little pet do in New York in the first place." She jerked her eyes meaningfully to Emma and he followed them with his own, a small bit of anxiety rising in his stomach.

Zelena gave another wave of her hand and before he could look away he saw dark green tendrils of magic cracking and bursting from the floor, wrapping around his wrists and ankles, squeezing tight, and holding him firmly in place.

"No," Emma moved involuntarily towards the straining man.

"Oh don't worry, I won't hurt your little boy toy," Zelena rolled her eyes, letting them rove momentarily over Killian who was pulling and tugging at his bonds. "I just need you to give a little wave of that wand dear, and send us all back to Regina's quaint little seaside creation."

"I can't," Emma said, teeth clenched. "You took my magic, remember?"

Zelena faltered, her grin slipping from her face to be replaced with confusion, looking from Killian to Emma and back again. It was almost gratifying seeing her caught off guard, almost worth it to see the weight of her mistake on her face.

"But you-" if it was possible Zelena frowned even harder. "I thought-" she trailed off.

Killian looked uneasily at Emma who returned it, shifting nervously from one foot to the other, wand still at the ready, useless as it was, but it was the only weapon at her disposal.

Emma shook her head and after a moment of searching Emma's face for any hint of a lie, Zelena let out a throaty little shriek of rage and whirled around, her burgundy cloak billowing out behind her.

"Unbelieveable," Zelena threw her hands up as she stalked across the room. "You mean to tell me you don't feel anything. Not even a glimmer or a spark? Nothing?" She was almost yelling now, her finger pointing accusingly at Emma as she crossed swiftly back.

Emma quickly backed up a step, brandishing the wand like a sword in front of her. Hook jerked against his bonds.

"Why don't you do it then?" Emma snapped back. "You seem to be just fine. A lot less dead than we thought, that's for sure."

"Because I wasn't first through the portal, you were," Zelena was shaking her head. "You set the destination, you are the link back to the present." Zelena looked at them for a moment and then let out another little shriek of indignation. "No, no, no, no, NO. This is all wrong."

She turned, bizarrely enough to Hook, her finger just inches from his nose. "You useless-" Zelena cut herself off again, taking in a deep breath, hands fluttering down by her side. "Let's have a think, shall we?" Zelena turned, pacing back the way she came, her hands clenching and unclenching.

Emma felt the tension rising in her shoulders.

Zelena was unpredictable on the best of days but now, freshly risen from the dead, she seemed a bit more unhinged than usual, desperate and caught off guard as she was.

Hook tugged at his arm next to her and she turned, taking advantage of Zelena's momentary distraction to try and grab a hold of the odd green vines that were holding him down.

"Well it's a curse so you'll just have to break it then, won't you," Zelena said after a moment turning around, a fake smile now fixed firmly on her face, the threat in her voice much more than a hint.

"I'm not doing anything for you," Emma glared. "You killed Neal. You think I'm going to let you get back to Storybrooke where you can kill my family too?"

"I couldn't care less about the Charmings and their precious little bundle of joy or your precocious little pre-teen," Zelena scoffed. "And technicallyhe killed himself. All I did was withhold certain relevant details, I just assumed he knew the price of a life. All magic comes with a price isn't that right Rumple dear?"

Zelena circled around the frozen figure of the Dark One, tracing a path down his reptilian cheek with the back of her hand. She leaned in close and Emma's stomach turned.

"I'm not going to let you hurt anyone else," Emma said. "If we can't get back, neither can you," she raised her chin, and out of the corner of her eye Hook did as well, staring the witch down. "You already said the only one who can open that portal is me, so you're stuck here, same as us."

For a brief moment rage flashed across Zelena's face, but her eyes flickered from Emma to Hook and back again, just like before, and a small stealthy smile crept slowly across her face, the rage replaced with bemusement.

Emma looked at Hook out of the corner of her eye and saw him visibly swallow, recognizing that smile as the "very not good" thing it was. He gave another firm tug on the vine, a small cracking sound from the floor the only concession to his efforts, but it didn't budge.

"Oh Savior," Zelena said softly. "You will get your magic back, and you will take me back to Storybrooke. It's just a matter of giving you the right…" Zelena's smile widened. "Motivation."

Before Emma could speak Zelena had waved her hand and a cloud of green smoke enveloped them. Emma got that feeling behind her belly button, that sharp tug and pull of being teleported that was becoming all too familiar at this point. It had her reeling as she fell unceremoniously onto hard, unyielding marble.

There was a loud thump and a grunt as Killian landed beside her, his hand automatically reaching out to take her arm.

"Swan, are you alright?" he breathed out and Emma swept her hair out of her eyes.

"Yeah I'm fine," she sat up, taking in their surroundings, fingers flexing against the stone. Her knees ached. "Where are we?"

The stone walls were an odd golden colored stone, the room empty save for a thick coil of rope on the floor, a pair of iron manacles at the end resting near them on the marble floor. Killian rose first, reaching down to help her up, his hand warm in her own. He winced and turned towards the door.

"I'm assuming that's probably not an exit," he murmured and reached out, pushing hard against it. As expected the door didn't budge, but he tried harder, rearing back to ram his shoulder into it once, twice, Emma grabbing his arm and pulling him back on the third attempt.

"Don't bother it's pointless," she sighed toeing a manacle with her foot.

Hook frowned.

"I'm not usually one to offer optimism Swan but I've escaped from worse prisons than this." He turned back to the door, reaching up to run his fingers along the seams.

"Whatever Zelena is doing she's not going to just leave us here. She needs us to get back."

"Well I'm not exactly eager to see what she has planned to make that happen," he said a little harsher than usual, a bit more desperate, turning instead to the wall to test each of the stones in turn. "I wager it's not going to be pleasant for either of us."

Emma shrugged, but for lack of anything better to do followed his lead, pressing against the stones with her palms, trying to fit into the grooves between them with her fingernails.

"Why doesn't she just kill Regina here in the past?" Emma asked after a few moments of silent exploration in the small space. "Stop all of this from happening?"

That current train of thought stretched out before her, all the possibilities of that outcome hitting her at once. Without Regina there was no curse, without the curse there was no wardrobe and no foster homes and no hunger, no homelessness and… no Henry. Her heart constricted her in her chest at the thought, panic rising in her throat.

Seeming to sense the somewhat morbid direction of her mental wanderings, Killian crossed the cell coming to stand just before her. She looked down, studying the pattern on the floor but he was undeterred by her usual brand of deflection, the events of the past few days making him bolder, nudging her chin up with the side of his prosthetic.

"Hey," he said softly and she complied, looking up and marveling for a moment at the understanding in his eyes and softness of his expression. "If that was her plan she wouldn't have bothered with us in the first place."

His expression turned a bit more grim.

"If there is one thing I am familiar with love, it's vengeance, and Zelena isn't going to get any satisfaction out of merely killing the queen when she's at her lowest point."

He shook his head.

"She wants Regina to suffer like she believes she has suffered. And the best way to do that isn't some anonymous assassination when the queen doesn't expect it. She has to hit her when her guard is down, when Regina thinks everything is finally falling into place." He gave a sad little smile. "That's the strategy I would employ at any rate."

Emma could see the flicker of shame in his eyes at the admission and her arm came up automatically to reach for him, to comfort him, but he had already turned, avoiding her gaze as he went back to his ministrations at the wall.

"Well if she's not planning to kill us or Regina what do you think she's doing?"

Killian let out a grunt, pausing in his tactile perusal of the stones.

"I haven't a clue but I can say with certainty it isn't good."

The room, unfortunately, turned out to be completely solid and there wasn't a crack or worn piece of stone in the whole place. The door too was stuck fast, no way to wedge anything under or around it, and the barred windows above, the only source of light, were too high to reach even if they stood one atop the other. Nor could they climb, the stone wall completely smooth with no hand or footholds of any kind.

Killian had tried briefly to use the manacles as a grappling hook but the space was too small, the bars on the windows much too high, and Emma ordered him to cease after barely dodging the heavy iron cuffs, and the subsequent concussion, for the fifth time.

She had to give the man credit, he wasn't a quitter. Had never been a quitter. She thought of him turning up in New York, a man out of time in a strange and busy city, after facing who knows what kind of obstacles to accomplish the seemingly impossible.

After searching every nook and cranny of the small cell for any point of weakness for hours he had turned his hunt inward searching through the pockets of his quilted coat, and in the satchel still wrapped around his chest.

There was nothing of use for escape however, just a few bits and bobbles - a worn parchment map, a well loved compass, bit of string, a smooth piece of blue glass. He did have his flask which she happily accepted after he collapsed down next to her, the rum filling her with a soothing warmth as the room slowly dimmed with the setting sun.

They leaned against the wall, legs stretched out before them, shoulders and thighs touching in the small space, and for a while Emma could feel every movement and twitch acutely, that entire side of her body hyper aware of his own. Goose flesh appeared across her skin and she felt that familiar stirring behind her bellybutton, more evidence of the same simmering attraction she had been feeling since they'd met, one that had only grown deeper and fuller as they worked side by side. But this was definitely not the time nor the place to dwell on it.

So instead she gave into the other feeling she associated with the man beside her, the one of comfort and dare she admit it, safety. She sank down further, relaxing into his side, leaning against him fully. He tensed up at first, a blink and you missed it sharp intake of breath before he too let himself relax a bit.

It was actually quite pleasant.

Despite the stress of the unknown, the direness of their circumstances, and the ever present fear that they would fail that was always clawing at back of her mind, Emma found herself feeling strangely weight of him next to her, his slow and steady breaths, and the now familiar scent of him filling her nose had her drifting off, letting herself give into the sleep she desperately needed after so many days of adventuring in this strange land with so much anxiety filling every single moment.

Which was why it was so startling to be jerked out of that peaceful sleep by the sickly sweet coo of one of her worst enemies.

"Oh isn't this adorable," Zelena spoke above them. "And also, funnily enough, incredibly ironic."

Emma jerked to attention, leaving the cocooning warmth of Killian's arms, which had loosely snaked around her over the course of the evening.

He too startled to the ready, groping automatically for his sword and finding empty space instead.

"Sorry to spoil such a sweet moment, but we've business to attend to my dears," Zelena gave a clap of her hands.

The pair got to their feet and into defensive positions as quickly and as gracefully as the small space would let them, Hook once again angling his body slightly in front of Emma's own. Emma wishing she hadn't dropped the pointy wand during the initial teleportation. As it stood she only had her fists at her disposal so she readied them instead.

Zelena had changed it seemed, probably to set the mood for evil doing, a form fitting dress that was all sequins and spikes taking the place of the other woman's well loved cloak and simple cotton gown.

"What part of 'I don't have my magic anymore' aren't you getting?" Emma snapped. Killian shifted next to her, guilt flashing momentarily across his face.

"Well I've given that quite a bit of thought blondie," Zelena smiled. "And all we need to correct that teeny tiny problem is a little kiss."

Zelena looked pointedly back and forth between the two of them.

"Come now then you two, pucker up." Zelena mimicked pushing their heads together with her hands.

Emma flushed red, opening her mouth to protest and simultaneously ask Zelena why she was so into the idea of forcing them to kiss, but Killian beat her to the punch.

"That won't work anyway," he said, glaring at the witch.

Emma felt the flash of hurt acutely, zinging through her like lightning. She tried to keep her face neutral at his blatant rejection, but judging by the delighted look on Zelena's, she failed.

He looked down momentarily, swallowing thickly, shifting on his feet. "We've already attempted that, twice, and failed."

"What? Twice?" Emma turned on him confused. She felt certain she would remember something like that happening on more than one occasion.

Killian gave a pained smile at her, a bit sheepish and more than a bit sad. He shifted again, nervously shuffling his feet and looking down at the ground.

"The first was at your apartment in New York. My ill conceived and presumptuous attempt to return your memories," he reminded her. "The second was when you saved my life at the well. If it had worked then…" He trailed off giving a flourishing wave of his hand.

"I would have my magic," Emma finished softly. Killian didn't look at her.

Something like despair, cold and painful settled into her chest, in the space between her shoulder blades and in the pit of her stomach at this realization. It felt like loss, a familiar feeling for Emma to be sure, but this was so much stronger, the death of possibility, of promise, the loss of a love never known. She wanted to cry, her eyes burning against her will, she wanted to scream, her throat swallowing reflexively to stop her.

She had lost something she hadn't even known she'd wanted. Been denied something she hadn't known was a possibility. It wasn't fair. It wasn't right. For the first time, despite everything that had happened, everything that was still happening, despite all the obstacles in their way before, Emma felt hopeless.

"Which she bloody well knows." Killian was saying through clenched teeth, glaring at Zelena and breaking Emma out of her thoughts. She blinked the idea of tears away, letting anger fill the space inside instead.

"Oh I know, Captain I just love hearing you say it," Zelena's twisted smile morphed into a mocking pout. "How it must eat you up inside to have the definitive proof that the woman you love doesn't feel the same? It's absolutely delicious."

Her expression turned to one of fake sympathy.

"But come now darlings, surely the third time's the charm?"

Killian just glared at her, his expression stoney, a muscle working furiously in his jaw.

"Oh fine. You're no fun," Zelena huffed. "So who can we get to kiss the little princess?" She pretended to think taping her finger against her chin.

"There's no one here Zelena. Henry is back in Storybrooke. You're stuck. And even if there was someone here that could…" Emma hesitated on the word, "kiss me, no way I would let that happen. Just so you can force us to take you back to Storybrooke? I won't do it. I can live without my magic just fine."

"You're absolutely right Saviour," Zelena's smile grew wider and Emma grew uneasy. "You can live without your magic. Which is why I had to think of a different sort of incentive altogether." Her hand flicked towards Killian's boots, freezing them, and the rest of his lower half in place.

Emma started towards him but Zelena reached out, curling her other hand into a claw. Some invisible force held Emma fast out of Killian's reach. Emma strained against it. There was no way she was going to let her hurt him.

Killian struggled for a brief moment and then laughed.

"Trust me witch, I'm willing to die if it means keeping you away from Storybrooke. Do what you will with me." His eyes were fierce, his jaw set.

Emma's heart pounded in her chest at the thought and she struggled harder, her eyes burning again. She wanted to scream at him for even suggesting such a thing.

"Your sacrifice is stupidly noble pirate, but you're not the one I've got my eye on." Zelena rolled her eyes at the man and then turned her attention to Emma, slinking towards the frozen woman and smiling a secret smile.

Killian faltered, narrowing his eyes.

"You're bluffing. You can't hurt her, she's your only way back you just said as much."

Zelena laughed.

"But that's where you're wrong Captain, there is another way." She idly tapped her wrist.

"I'm taking about time of course. In a short while Regina will cast her silly little curse and we'll all be whisked away to a brand new world." Zelena was reaching into her bodice, pulling out a tiny ornate dagger from within its confines. "And I have already made assurances that I won't forget a single thing."

Killian's eyes widened at the blade, small though it was, and he struggled harder, desperately trying to get free.

"But then again, I've never been a very patient person," Zelena continued softly turning her attention back to Emma. "So we'll call that a backup plan in case you're a bit more stubborn than I thought. I figured you'd be fine without your magic, after all, you just couldn't wait to leave it all behind. So I decided that you needed something a little more…. immediate to light a fire under you." Zelena grinned even harder. "Call it two curses broken for the price of one!"

She struck like snake, wrenching Emma's hand up, her long black nails digging into the tender flesh of Emma's arm. Emma wanted to cry out but she couldn't move, a single tear burned in her eyes and rolled down her cheek.

Killian struggled harder, chest heaving, small desperate grunts issuing forth as he resisted with everything he had, his entire lower half stuck fast to the floor.

"What's the saying? By the pricking of my thumbs-" Zelena grabbed Emma's hand harshly, jerking it upwards and in one smooth movement slashed the tiny dagger across her palm. Emma cried out as blood welled up, the force holding her down her leaving at the same time. Zelena let her go and stepped back with a triumphant smile. "-something wicked this way comes? Has nothing to do with thumbs you know."

The magic binding Killian disappeared as well, no longer needed since the job was done. Emma clutched her bleeding hand to her chest, looking at Zelena with wide, disbelieving eyes.

Killian was across the room in an instant, taking the injured hand in his own.

"What did you do?" He demanded, glaring fiercely at the witch.

"Just a little curse Captain," Zelena said cheerfully tilting her head. "Nothing to be concerned about, well…. as long as you find someone to give the savior a very special kiss very soon. Might I suggest her parents? I'm sure they're wandering around somewhere saving kittens from trees or some such nonsense, mooning over each other." She sounded disgusted at the thought.

"Why aren't I asleep then?" Emma could feel the blood trickling down over her hand, dripping onto the marble floor.

"Oh no dearie. It's not a sleeping curse. How dreadfully boring that would be," Zelena shook her head."Do give me some credit that I'm more original than copycat Queen Regina." She sneered the name.

"Not to mention a sleeping curse would take ages, I'd be better off waiting for the stupid curse. So I whipped up something special just for you. Something a little more motivating than lying around taking a comfy nap."

"Which is?" Killian said impatiently through clenched teeth, still carefully holding her wrist. He looked more afraid than she had ever seen him andthat was what sent Emma's heart into overdrive.

"Why a Wakefulness Curse of course!" Zelena clapped her hands delightedly, the hilt of the dagger slapping against her palm. "Isn't it wonderful!"

"So what, I'll just stay…. awake?" Emma asked confused. She looked up at Hook who looked surprisingly stricken.

"Well, you will until your body absolutely can't handle it anymore," Zelena said happily. "Ooh I know! Let's start a betting pool on when that might be!"

"What happens when my body can't handle it anymore?" Emma asked softly, already knowing the answer before the question left her mouth. Somewhere in the back of her mind a bit of trivia floated forward about the effects of lack of sleep on the human body, and she recoiled at the thought.

Killian looked down at her, his face absolutely devastated.

"You die."