A/N: I pulled this work as part of a retool because this is actually the first story I ever started writing ever. I shelved it and learned about writing and character development and a tiny bit about grammar (don't get your hopes up it's still awful) and decided that for the overall vision of this work, the original was not what was intended.

This is a Xena Warrior Princess \ Once Upon a Time crossover. It is Swanqueen focused and has a happy ending. There are general BDSM themes and Dominant\submissive behavior in the mix and a f\m\f triad (not SQ or X\G) There's also no icky penis sexy stuffs. There's passing mention of both Robin and Hook but they as characters are not in this story.

Canon Divergence Warning: In this world, Marian wasn't Zelena, she was Marion and Robin left with his actual family. No creepy rape baby and Zel was defeated, killed by Rumple, the end. Well, then they run into the Snowqueen and it goes on from there. Another canon divergence is they defeated Hook and no one went to hell looking for his ass. We just don't mention his name. Not after he tried to kill your child. There's also some fudging around baby Neal because the Charmings don't have him in this story. Just roll with it.

Triggers: hurt\comfort, mention of child abuse, mention spousal abuse, mention of rape, mention of marital rape, graphic torture, graphic violence, dismemberment, impalement, dark humor, murder, war, mental illness, obsession, major character death, minor character death, everyone dies. Yes everyone. It is a happy ending though, I swear!

I borrowed script lines, scenes and characters from both Once Upon a Time and Xena Warrior Princess to both provide history within each fandom, no infringement intended.
I do not own these characters, they own me and this work is for entertainment only.

A whirling purple and gray funnel cloud opened over a pond on a cool, clear day; two screaming figures dropped from it into the water. A wet blonde surfaced, startled, spraying water from her mouth. She looked around frantically, her warm breath panting out puffy white clouds and she called out, "R'Gina?" Emma Swan whipped her head around searching the black water all around her.

"Gi?!" She screamed with proper terror, "Raaahh-geeee-NNAAAAA!"

She fell! She was there and then she was gone!

They were out on what seemed like a normal incident report follow-up. Regina was at the station when Emma got the initial call about the mines and insisted on going with the blonde to check it out. They were walking towards the top of the collapse when suddenly Regina was swallowed by a mini hurricane and before Emma had a chance to register what happened; she ran the few steps to where the brunette disappeared and leapt into the spinning cloud after her.

Suddenly a dark wet head surfaced a few meters away from Emma; relieved, she lapped over to her friend.

Regina Mills, exasperated, out to the dog paddling blonde, "What the hell? Only we would fall through a portal to who knows where and land in a freezing cold lake!" As Emma reached her companion, she waded in front of her, noting the bluish tinge already starting to form in her friend's lips. Stuttering through chattering teeth, Emma said, "We need to get out of it before we freeze to d-death."

If we freeze to death in this stupid lake, Henry would never know what happened to his mothers. Emma motivated herself and then her friend, "R'Gina. S-sh-shore. N-now."

The drenched women dragged themselves out of the water, both shivering violently. Emma grabbed the small woman by her upper arms, rubbing them, pulling her closer, and stroking her back, trying to share body heat. Regina leaned into her once nemesis, now friend, grateful for the warming gesture.

"W-we need f-fire Emma," the small voice said into the taller woman's collarbone. "Otherwise w-we will die here."

Emma focused immediately on the task at hand, trying desperately not to think about the terror she had felt before Regina's head surfaced from the lake. She searched around their location and, with a final squeeze to Regina's shoulders, sprang into action; gathering up sticks that can be used for kindling, dropping the collected pile at the Queen's feet.

Regina circled her hands together trying to summon a fireball. Unsuccessfully.

"Great! Well, wherever we are, there's no magic!" She plopped down on the dry grass, pouting just a bit, "Wherever 'here' is."

"You grew up in the Enchanted Forest, R'gina, don't you know h-how to get a f-fire s-s-started? You know, without magic?"

With flat black eyes, Regina straightened her shaking form, "I was r-r-royalty Emma. What do you think?" She added as an afterthought, "Besides, I've never been without access to magic, so no."

"At least you were around trees!" Emma countered, smiling wide at the mock scowl on Regina's face.

Thundering hooves against earth pulled the women's attention, and they both turn in the direction of the galloping sound and Regina scrambled to her feet once more.

A muscular golden mare, standing nine feet tall, cantered toward them. An obvious war horse of both grace and beauty, carrying a leather-clad warrior woman, equal in attributes to her mighty steed. Midnight black hair bouncing around thick muscular shoulders; the woman eyed the strangers.

Emma noted the Amazonian look of the woman and thought she felt familiar. As the mare slowed to a stop a few meters from the two drenched women, Emma instinctively stepped in front of Regina, putting herself between the blue-eyed warrior and her friend.

Regina immediately eyed the sword on the woman's back and assuming menace from the stranger, stepped closer to Emma. Suddenly freezing was no longer the only option for their untimely deaths.

The woman rider dismounted with ease, scrutinizing the pair with eyes of steel, noting their wet demeanor, unusual dress, and defensive posturing. The warrior's stone mask slipped with the hint of a smirk. "I won't hurt you," she reassured, "I am just investigating the cyclone that formed over the lake. We saw it from our camp east of here."

"We?" Emma inquired, rigid in her defensive stance, her eyes caught a glimpse of a round metal object fastened to the woman's hip, her eyes saucered with knowing astonishment.

"Wait. No friggin way! Are you, are you Xena?"

A scoff came from behind the blonde, "The Warrior Princess? Please." The Mayor's statement dripped with sarcasm. The statuesque warrior, gave away nothing, again, eyed their odd, yet very wet clothing, then replied, "OH, you've heard of me then." It wasn't really a question, more of a habitual response to the blonde's accusation. She stood awaiting the inevitable fear in the two strangers eyes that never came.

"Holy Crap!" Emma exclaimed, struck with what Xena interpreted as a bout of hero worship; the only other reaction with she was familiar. With a wide smile, the blonde quoted her favorite childhood opener, "A land in turmoil cried out for a hero! It's Xena! A mighty princess forged in the heat of battle!" That got an eyebrow raise from the dark-haired beauty. Emma suddenly realized she sounded nuts and quickly added, "I've... heard... all your stories." She giggled, "Xena."

Regina disturbed by the blonde's outburst sighed and stepped out from behind the gushing fangirl and eased into her queenly persona, "Hello, Xena, is it? I'm Regina Mills, Your Majesty if you please. If you are the real Xena, where is Gabrielle?"

Xena's eyes narrowed, and Emma turned and said through clenched teeth, "Rah-gee-na!"

Regina waved the blonde off, knowing it would push the Sheriff's buttons enough to refocus her attention. "Yes, yes Emma, but the leather-bound vixen always has that annoying little blonde around; it's practically a trademark." Looking over at piercing blue daggers, Regina continued, trying, in her own way, to appease, "Everyone loves the little brat." Smiling her toothy grin, she added thoughtfully, "Well, it could be just the leather."

Emma laughed nervously, jumped in front of her majesty and held her shaking hands up and announced, "Xena, we fell from a pretty big height and landed in the water." Xena lifted an eyebrow and Emma continued, "We are cold and wet and… and… friendly."

Xena smiled with the wet blonde's stammering when the shorter brunette rounded the blonde and demanded, "We're friendly. Emma, did you just tell Xena Warrior Princess that we," she pointed between them, "are friendly?"

Emma turned her head, "Well, we are! Most of the time!" Emma turned to face the exasperated mayor and comically signaled with her eyes for Regina to cool it.

"Oh, Emma! Quit acting like she is going to torture us! She isn't a bloodthirsty warlord anymore!"

Emma fully turned around to stare unbelievably at the Queen. "Regina, how do you know she was a bloodthirsty warlord?"

Xena wrinkled her eyebrows as she thought if she should be offended at the term bloodthirsty warlord. She'd always considered herself a better strategist than a fighter. A successful campaign isn't merely the obliteration of the other side. Keeping your own men alive in the process of taking over the opponent - that's the key. She pursed her lips together as the two strangers continued.

Regina satisfied she had the center floor, dropped the queen act and rolled her eyes, as she admitted she would watch the show every week. Successfully capturing the blonde's attention, she smiled smugly.

Emma, seeing her friend in a new light, exclaimed, "YOU are a Xenite? How did I not know this about you?"

Xena, wholly forgotten at this point, cleared her throat, "A Xena-what?" The stoic mask of the warlord slipped off with a jolt.

Regina gave the Sheriff a small smirk, glancing up into green eyes, "I also have a... thing... for leather... It," she added with an impossibly wide smile, "inspires me."

Emma's cheeks burned bright at the memories, both real and from her fantasy collection of the Mayor in her Victorian corsets and gowns, and whispered, "Pretty much."

Regina looked up, addressing the warrior. "A Xena Fanatic. Your tales are quite popular where we come from dear." Her dark eyes flicked down taking in the muscles, the tan bare legs, the leather, the armored cleavage, finally settling upon captivating blue eyes under a clean jet black frame. She put herself front and center and the gaze of the warrior was solely upon her; more importantly, not on her Sheriff.

"And where is that exactly?" Xena drawled, eyeing up the feisty little beauty herself.

Emma cleared her throat and voiced, "We need to get dry, but the short version is, we may be stuck here and would appreciate your help."

Regina nodded her agreement and added, "Start a fire won't you, Xena?"

The warrior bit the inside of her cheek and silently dug into Argo's saddlebag and pulled out a flint and kindling pack. She pointed Emma to a pile of dead branches and when the woman complied she lit the small pile the women had already collected. She tossed the Mayor a bedroll and a saddle blanket and said, "You two strip or you'll end up with the coughing sickness. I'll be back."

"Where are you going?" Regina asked catching the offered warmth with minimal grace.

"To get my little brat," the warrior princess drawled, "Your Majesty."

Emma dragged over two-quarters of a fallen tree and began stomping on the thinner branches trying to break the brittle wood in order to stoke their small fire. She stripped the thin branches and tossed them against the smoky little flame that was burning at Regina's feet.

Emma watched out of the corner of her eye as the mayor laid down the thick wool bedroll and started to strip herself of her clothes. She watched the woman kick off her heels, impressed she still had both, then unbuttoned and removed her blouse; hanging it and then her pantsuit over a nearby tree branch.

For a while Emma has had a tight handle on this... infatuation with the Mayor. It began when the Queen first started apprenticing the Sheriff in the ways of magic on Pan's Island. They'd barely gotten a start on the regular occurring lessons when they all lost a year and she and Henry were separated from the people she'd grown to love.

They had resumed lessons after the third curse brought Emma and Henry back to town, but then another catastrophe happened, and another. They stopped lessons and started tag team blasted the baddies. Blasting was easy. It was all the other stuff she didn't know how to do. Like read Elvish, or conjure or cast spells. Whenever anything like that was needed, she relied heavily on the brunette's vast knowledge. Watching her wield her power was pretty intense, and out of that intensity, and the woman's other assets, an infatuation was born.

An infatuation that was buried and hidden and has never even seen the light of day. It couldn't. The Mayor was not interested in Emma that way. She never gave an inkling to anything beyond platonic companionship and a co-parenting friendship of their teenaged son. The brunette was clearly into men, and that was something Emma could never be, so she stuffed her feelings away and never crossed that line.

Of course, Emma has had her own dalliances with men. Neal Cassidy had given her their son and at the time the boy was conceived, she honestly loved him. However, before Neal, there was Lily. She had trusted Lily in ways she never trusted again, but Lily had broken her heart. After Lily, women hadn't been an option as far as she was concerned; it hurt too much. When Neal came into her life, he showed her what finally belonging felt like. Of course, that was another instance where fate screwed her over and broke her heart once more. After Henry, she carved a self-destructive path across her twenties with all the wrong kinds of people.

It wasn't until she came to Storybrooke that she started to feel old longings of something deeper than the hook-ups she bounced between. The bonds she formed with the people of Storybrooke opened her heart back up to possibilities. She'd tried to force things to work in a relationship that felt disproportionate and in the end, realized she was holding on for all the wrong reasons.

He hadn't moved her the way others did.

Like with Regina. There, of course, was desire, the woman is striking; however, it was the passion Mayor Mills drew out of the Sheriff that hooked the blonde. Regina was fire and Emma a moth. It took some time for the blonde to learn how close she could get without being burned and for a time thought she was developing a masochistic side solely for the brunette. Emma daydreamed about how she could wipe that insanely seductive smile off of the Queen, but never ever attempted to do such a thing.

Truth be told, they'd worked hard to get to a point where their friendship was almost effortless, or as effortless as either of them could make it. Emma loved the woman, deeper than any sexual desire could displace and that always halted any casual considerations for more. Complicated didn't entirely cover it, and for the sake of her son and her treasured friendship, Emma kept a tight lid on desires unfulfilled.

Regina slipped the thick blanket over her shoulders and stepped back toward the fire. She noticed the blonde hesitated with the removal of her clothing and she smirked wickedly at the chance to tease her friend. "Come on, Miss Swan. Xena is correct. The air is much warmer out of those wet clothes."

"It's fine, I'm-"

"Nonsense Emma," the Queen scolded, "strip."

The blonde's brows furrowed and she turned from the Mayor with a scowl and began removing her wet clothing. She got down to her underwear and turned back and stood next to the fire. The Mayor was right. It was warmer standing almost nude than it had been in her soaked clothes. She held one of her hands up to the modest fire and relished in the tingles the heat caused across her frozen skin. The other hand covered her bare breasts, and her entire body shivered as it thawed.

"Emma, finish undressing and come under the blanket with me."

Emma shook her head and attempted to give a solid reason as to why she was declining the offer, but the brunette insisted in that no-nonsense way she has, that prevents her from arguing. She felt the Queen's eyes on her as she slid her lacy black thong over her hips and hung it next to her leather jacket. With one hand cradling her chest and the other covering her mound she quickly made her way over to where Regina was sitting.

The Queen held the thick blanket open gesturing to the woman to sit and once she did she draped the warm material over pale shoulders. "There, that's better, right?"

"Thanks," Emma replied and made herself comfortable. As comfortable as she could be next to the nude brunette.

Running her fingers through her slick black hair, Regina quipped, "Next time we fall through a portal to some unknown land we need to pack a hairbrush!"

"And a lighter," Emma added dryly. That got a genuine laugh from the Queen and Emma was able to relax a little.

"And a lighter!" the Queen repeated as if making a list.

Just then, hoof beats rolled up to their makeshift camp. Xena's controlled, emotionless mask was firmly in place; however, it did not take away from her considerable beauty.

Gabrielle slid off Argo first, staff in hand, with a huge grin ear to ear. Her short blonde hair curled around her ears, her warm, friendly green eyes taking in the waterlogged strangers huddled under one of Argo's blankets. "Hi! I'm-"

"Gabrielle the battling bard from Potidea, and part-time Amazon Queen?" Emma finished. Gabrielle looked back at Xena, mouth agape.

The warrior just shrugged, "Guess you are just as famous as the Warrior Princess, my little bard."

Regina cut in, "Your... scrolls... have crossed," she eyed Emma thoughtfully, "into other lands," she finished carefully. This information flushed Gabby's fair, sun-kissed skin, and she revealed a smile of pure pride. She never thought her works would amount to much more than spare dinars for Xena and herself to get a room now and again.

"You see Gabrielle? I've always said your work is important. Clearly, I am not the only one who thinks so," Xena said as she removed Argo's burden from her tall, muscular back.

Gabrielle waved a hand at her in an awkward, self-conscious response to the compliment her partner gave her, and diverted the attention to the task at hand, "It is going to be dark soon, let's make camp here." It was second nature to the women, each having their own jobs, working as one to complete the task quickly.