At his parting, haunting words, Emma only gripped Henry to her closer. Confusion and exhaustion fought each other and a niggling feeling kept pushing her brain.

Gently, she let go of Henry and handed him over to David. One look from her and they understood. She took off out the door, hot on his heels.

She caught him halfway down the stairs.

"Hey! What the hell was that?!" She stopped a few steps above him, one hand gripping the rail, the other clenched in a fist.

He let out a sigh, "That was a warning, Miss Swan. One would think you'd recognize one." He shot her a look from behind his hair, and Emma could tell he was at his wit's end.

'Too bad', she thought.

She purposefully stepped down two more rows, leaving only three left. His eyes watched her feet as they moved, not able to look her in the eye.

"Look, I understand that you're hurting," she ignored his scoff, "That you're angry," she said forcibly. She took the last few steps, now standing beside him. She poked him in the chest, "But that doesn't give you the right to threaten my family." Her voice was as deadly as his was, her expression just as fierce.

"You want a warning? If you ever even think about threatening or harming my family, then you will be sorry, much less care about your favor," she spit out the last word, leaving a bitter taste on her tongue.

He regarded her coolly.

"And what makes you think you can hold up that threat," he hissed.

She smirked, "You know as well as I do that you need me. Me and my power."

"What power?"

"Don't act ignorant. I'm the product of 'True Love', remember? You never let me forget it, after all."

"Ah, yes. That's right. Must have slipped my mind."

She studied him. He was being evasive, and his movements were choppy and rushed. He didn't want her to notice something. Her eyes widened. He really was at his end, wasn't he? He looked like a man who had nothing left.

"I did some quality damage to my foe…I hurt his heart." Hook's words floated back to her. Added to the fact that he practically broke down the door to tell her about his called in favor, it told her that he had run out of options. This was his last chance.

But that didn't give him the right to get angry at them.

"Just because you're hurting, doesn't mean you should take it out on others. Especially those who can help you."

He laughed, but it sounded forced to Emma. "I have no idea what you are talking about, Miss Swan. Now…if you please. I'd like to be on my way. Got to make sure I'm all packed." He emphasized the word, gazing at her intently. She set her jaw. "I'll be ready on time." He moved to leave but she stopped him with a hand to his chest, "But by the time we're ready to go, you better have that stick outta your ass. Because I sure as hell am not going to deal with you like this."

With one last look, she turned and began the trek back up to the apartment. She felt his eyes watch her as she went, and when the door closed it was only then did she hear him continue walking.

She leaned against it and let out a deep breath.

Time to pack.