A/N: This idea came to me the other night when I was taking a break from writing Piecing It Together, and I just had to write it. That fic is definitely my first priority, but this one is more of a fluffy, romantic, cute story with maybe a little angst here and there, that I'm going to work on whenever I need to walk away from my other fic for a bit. I'm guessing this won't be more than five chapters, but we'll see how it goes. Hope you all enjoy, and please, let me know what you think! Oh, and try not to hate me too much for how this first chapter turns out. I'll make the frustration from this chapter worthwhile later on ;)

Disclaimer: I do not own Once Upon A Time.

Chapter 1

Today should have been a day like any other, only it wasn't. Today was Regina Mills' birthday. Unlike most people though, she didn't expect a celebration: no party; no presents; no cake; no blowing out candles and making a wish. So, today was just another day, only a little more disappointing.

Regina had never been one for making a big deal about her birthday. As a child in the Enchanted Forest she was lucky if her mother even allowed her to run off to play or ride her horse on her special day. Of course, her father would make sure there was a new doll, trinket, or some gift to surprise her with, but that had ended on her ninth birthday when her mother caught her unwrapping a present. "You mustn't expect to always be given things," Cora had reprimanded. "You must work for them yourself."

After that, all the possibilities of ever having a magical day had been ripped from her. The only birthday she had celebrated after that in the fairy tale land was her eighteenth because Daniel had insisted. They'd snuck away to have a picnic, and he surprised her with flowers and a sketch of her horse. It was the best birthday she had ever had, until her mother had ruined her brief happiness by scolding her for missing tea time; telling her she wouldn't be going horseback riding for two weeks. That was enough to make Regina miserable and teach her any attempts to celebrate her birth weren't worth the consequences.

Then, once she'd married the king, her birthday was completely forgotten by everyone. The only birthday truly celebrated in the palace was Snow White's. Each year, there would be a ball that the entire kingdom attended in the princess' honor. And although there were no major festivities on King Leopold's special day, he did receive gifts from his second wife and daughter to acknowledge he had lived another year. There was even a day of reflection and remembrance for the deceased queen on what would have been the anniversary of her birth. Regina's was the only one completely overlooked.

Then, when Regina had started her life in Storybrooke, she'd make a little cake for herself and had a little celebratory dessert with Henry. It wasn't anything extravagant, since there was no one else to really celebrate with, and Henry was too young to plan something himself. Those were the birthdays where she was just thankful that she wasn't completely alone, and had Henry to bring a smile to her face with some small homemade gift that touched her heart.

This year, however, everything had changed, and she was spending her birthday by herself; disappointed and alone. It was Saturday and the end of Emma's week with Henry, as per their unofficial joint custody arrangement. It had been several months since Emma and Mary Margaret had returned from the other land, and a little less than that, since Emma, Regina and Mr. Gold had joined forces to destroy Cora for once and for all. The three had ultimately succeeded with their combined magic, bringing peace back to Storybrooke. Unfortunately, it had been a destructive battle, taking place over three worlds. And while, like Storybrooke, Wonderland had only received minimal damage, their homeland had been left completely destroyed and irreparable. So, for the last two months, the citizens of Storybrooke had been forced to accept that their fate was to remain in the land, which was once again, without magic.

Admittedly, that adjustment had been easier for Regina, Emma and Henry, than everyone else, since the latter two had spent their lives in this world, and the former had never truly expected to return to the other. Most of their adjustment had come in the form of learning to compromise, so Henry could have both of his moms in his life. To ensure that would happen, Emma and Regina had agreed to come up with a bearable and simple arrangement that they would test out, before doing anything legal to make it permanent. The two women had decided (with Henry's approval) that he would stay with each of his moms every other week. However, the weeks he stayed with Emma, Regina would be invited over a few evenings to visit and have dinner with them, while the same was true for Emma when he was spending the week at Regina's. That way, they were both regularly in his life and he in theirs. At first, the arrangement had caused some tension and awkward situations, but for the past three weeks, it had been going well. Interestingly enough, Emma and Regina had found themselves becoming even more tolerant of one another, almost forming a kind of friendship, and Henry had been ecstatic and relieved that his moms were finally getting along.

Then, about a week ago, during one of the evenings Regina had invited Emma over, there was a shift in their relationship. After Henry had gone to bed, they had stayed downstairs talking, which had become a normal part of their routine. Only, that talking had somehow led to kissing, which had led to a little more than kissing, but before Regina could guide the blonde up to her bedroom, Emma had pulled away. The other woman's eyes had widened at what Regina guessed was a look of hurt, rejection, and disappointment on her own face. "No, Regina, don't," she had pleaded soothingly and brought her hand up to the brunette's flushed cheek, which Regina felt herself instinctively lean into. "I want to, I do. And it's going to kill me when I walk out your door by myself, but not tonight. You and I both know we should wait."

Emma had kissed her softly then; a silent promise. Regina watched her go, but instead of being angry or insulted, she knew the other woman was right. Whatever was between them had always been so complex, that rushing and taking such a significant step, would most likely ruin what friendship and newly admitted feelings were slowly forming between them.

Since that night, they continued with their arrangement. But this week when Henry was staying with Emma, Regina had gone to the apartment, her son and his other mother now shared, for dinner almost every night; Emma had invited her. From the way they acted around Henry, it seemed like nothing had happened. Any changes were subtle or non-existent. The brushing lightly against the other as they walked past each other; sitting closer on the couch so their legs were rested beside each other; small smiles and holding each other's gazes over Henry's head for longer than necessary; were becoming second nature, so they could share those intimacies with each other without having to tell Henry, until they figured out all of their confusing feelings. Once they were alone, however, Emma would stand behind Regina, pulling the brunette against her, nuzzling her neck and kissing her jaw, while she washed the dishes. Kisses were shared, always tentative at first, but then passionate, ending when one had the clear judgment to stop them from going further. After, they'd sit in comfortable silence on the couch, cuddling into one another. Regina would eventually force herself to leave, if one of them didn't start a conversation that had them talking for hours or making out some more.

But even with Henry accepting her as one of his moms, and Emma and her trying to explore whatever was between them, it didn't change the fact that Regina felt the most alone she'd ever felt on her birthday. There had been no mention of it, and she wasn't the type to make a big deal about such things. If Henry didn't remember it was her birthday, she wasn't going to remind him. Nor was she just going to blurt it out to Emma. She had too much pride for that. So, she sat alone in her giant house, apple cider in hand, as she felt the unwanted tears burning her eyes. Funny, how this was the one night Emma and Henry hadn't called to invite her over.

Regina was unsure of how long she'd sat staring at the cold, dark fireplace. Yet, when the doorbell rang unexpectedly, she was surprised to see it was only seven o'clock. The night sky outside made it appear to be later. She considered not answering, but stood anyway, carrying herself slowly to the foyer.

"Emma, what are you doing here?" Regina asked when she pulled the door open, surprised, but not unhappy to see the blonde. "Where's Henry?" she questioned, suddenly realizing their son wasn't with his other mom.

The blonde stared at her confused for a moment, skeptical eyes flitting over Regina's unusually casual appearance. Thinking back, she wondered if she'd ever see the brunette in sweatpants. "Don't worry, he's fine," Emma assured her with a smile, when she picked up on how the other woman had become more agitated with the silence they shared. "He's busy helping David with something back at the apartment."

Regina felt her heart rate returning to normal. "I see," the older woman answered flatly, a bit disappointed that her son hadn't come along. She knew she shouldn't have expected him to come to wish her a happy birthday, but when she'd opened the door to see Emma standing there, Regina couldn't help the hope rising within her. "That still doesn't tell me why you're standing outside my house."

Emma smirked at her. "Pretty sure that's because you haven't invited me in."

"You know that's not what I meant," The other woman chided, before teasingly adding, "Since when do you need an invitation? I was under the impression you enjoyed barging in and making yourself right at home here."

Emma shook her head, chuckling lightly. "I don't know, I think you've enjoyed how comfortable I've been here the last couple weeks," the blonde tossed back with a wink that had Regina smiling, unable to hide the truth that she knew Emma was right. "And to answer your question, let's just say I'm here as fairy godmother to get Cinderella ready for the ball."

Regina's eyes widened and she knew she must have looked like a goldfish with the way her mouth opened and closed. Quickly, she schooled her features and raised an eyebrow. "First of all, please, don't compare me to the princesses, dear. I've done so much to prove I'm not one of them with their seemingly goody good ways and naïveté. Not to mention, their love of woodland creatures and princes," she said wearily, receiving a snort from Emma. "And secondly, you do realize that it's not exactly a secret Rumple destroyed her fairy godmother?"

The blonde rolled her eyes, but an amused grin remained on her face. One could always count on Regina to remind them of the not-so-wonderful reality. Not that she could deny she normally appreciated the woman's realistic point of view; or as realistic as talking about a world with fairy godmothers was. "I was referring to the Disney version. You know, bibbity bobbity boo, glass slippers, and all that? Stop ruining my fun," Emma pouted, and Regina couldn't hold back a light laugh. "You know, you're probably one of the only girls, besides me, who never wanted to be a princess."

Regina understood that the other woman was just sighting another similarity between them and had made the comment offhandedly, but she still sighed somewhat sadly, and took Emma's hand, in need of the connection that made them both feel less alone. "Apparently, the universe enjoys giving us what we don't want. Forced into royalty; born into royalty."

"Yeah," Emma breathed back. "At least we can be grateful it led us here," she smiled, lifting her free hand to Regina's cheek, before she touched the other woman's lips with her own. "Anyway," she pulled back, holding both of Regina's hands. "Bad metaphor. Sorry for insulting you, Your Majesty."

"Emma, really," Regina scolded, disliking the title that was linked to her wicked past, especially now that she had been working so hard to be a better person.

A devious grin played on Emma's lips. "Sorry, I just enjoy the way you glare at me when I say it."

Regina rolled her brown eyes, "And people said I was evil."

"Says the woman who is just as infuriating," Emma mumbled back, but couldn't help the smile from breaking out across her face, at the murderous, but still somehow adorable stare Regina was giving her. "So, can I come in or are we just going to keep up with this back and forth across the threshold.

Regina moved to the side, so Emma could pass her. After she had stepped into the foyer, the dark haired woman closed the door behind them and leaned against it, staring at Emma. "So, what's all this about a ball?"

"Can't tell you," It was said firmly, but Regina could see a hint of nervousness in the blonde, and knew she was probably giving Emma a look that told her she wanted to throw a fireball or three at her. They were both still getting used to the fact that there was no longer magic in Storybrooke.

Regina crossed her arms, cocking an eyebrow, giving Emma a warning look. "Excuse me?"

Instead of holding her hands up in surrender like she wanted to, Emma shoved them into the pockets of her jeans, while attempting to stand a little taller. "I've got strict orders from our son, to keep my mouth shut."

That made Regina laugh; her serious expression crumbling into amusement. "Tell me, when was the last time you were successful at 'keeping your mouth shut'?"

Now, Emma rolled her eyes. "I don't break my promises to Henry," it was her defense against the disbelieving look Regina cast at her. "That said, I suppose I could give you a tiny hint that doesn't involve me opening my mouth."

"You could," Regina took a few steps toward her, until there was barely any space between them.

Green eyes moved from Regina's warm chocolate ones, down to her full lips and back up again. "Or I guess you could just seduce Henry's secret out of me. I don't think he counted on such a thing being able to override my promise to him."

Regina brushed her lips against Emma's briefly, then, drew her head back. "I'm not going to have you break a promise to our son," she squeezed Emma's hand. "What kind of mother would that make me? However, I'm willing to accept the silent hint."

"I'm surprised you haven't guessed, but-" Emma lifted a small envelope from the pocket of her leather jacket. She handed it to Regina, who felt her eyes water at the words written in black ink: Happy Birthday, Regina. "Don't open it now," the blonde touched her cheek, and Regina felt her wipe away a tear that she hadn't even realized had slid down it.

"He remembered," Regina barely managed the breathy whisper, before her lip quivered.

Emma nodded with a smile. Her heart was aching with a need to let Regina know how important she genuinely was to both of them. It tore at her to actually see the pain the woman she cared so much about had been feeling, after assuming they'd forgotten her special day. "Of course, he did. He told me about it weeks ago. Now, no more tears," she placed a comforting kiss on Regina's forehead.

Regina could only shake her head. "I'm sorry," she whimpered, trying desperately to compose herself. "It's just—no one has ever really cared to celebrate today with me, except for Henry. And I thought after everything-"

"He'd want to give you the most amazing birthday ever, because you deserve it. I can't imagine why you'd think anything else," Emma grinned slyly and put her arms around Regina, knowing what she had been about to say. There was no need to bring up the negative thoughts about Henry pulling away in the past, or how he had wanted to destroy her, before the former evil queen had agreed to help defeat Cora.

"C'mon!" Emma disrupted their quiet embrace a few moments later. She tugged Regina by the hand, shocking the other woman with her attempt at perkiness, which made her give the brunette an amused smirk. She led Regina up the stairs toward the bedroom they had avoided going to together a week ago. "Time for me to play fairy go-" she caught herself at Regina's narrowed stare. "Fine, we can go with personal stylist, even if fairy godmother is more appropriate, considering the whole fairy tale thing. Now, closet…" Emma announced, pushing Regina gently through the door to her room.

"What?" Regina choked out, not thrilled that the woman who had completely different taste in fashion was about to choose what she'd be wearing out. Luckily, whatever she picked would be from the selection of clothes purchased by Regina in the closet.

Emma motioned to Regina's abnormally messy appearance. "We can't have you go out looking like that," The baggy, black sweatpants and white tank top were fine for lounging around the house, but not for what Henry had planned.

"Look who's talking," Regina huffed, exasperated, but entertained. She couldn't help but notice how cute Emma was when she was annoyed and determined, even if she was ridiculing Regina for the same laid-back appearance she almost always adorned.

Emma pushed open the sliding door to Regina's walk-in closet, receiving a disapproving stare from the woman, which she rolled her own eyes at. "Just so we're clear, I think you look great in whatever you wear…or don't wear," It was said sincerely, aside from the flirty wink Emma threw over her shoulder, which sent a blush creeping up Regina's face. "You might feel out of place dressed like that, though."

Regina remained silent, and watched her go through each article of clothing; the metal hangers sliding every time Emma didn't find what she was looking for. "Don't you have anything, not mayor-like in here?"

There was a scowl sitting on Regina's face when Emma turned to question her with her eyes as well. "I like to look professional."

"Funny, because those heels over there scream sex," Emma nodded in the direction of the black shoes and their skinny high heels that she'd seen Regina in regularly.

Dark eyebrows rose in shock. "Are you implying-"

Emma stopped her. "No! No, you pull it off. It's a sophisticated, powerful, respectable, sexy," she smiled genuinely, waiting for confirmation Regina understood she hadn't been insulting her. "That's fine for the mayor, but—" Emma reached back into the closet, pulling out a magenta colored dress that plastered a look of satisfaction on her face. "This should be good for tonight," she looked it over approvingly. The dark pink fabric weighing down the hanger was smooth, and she liked how soft it felt in her hands. She could also tell how the sleeveless dress would be flattering to Regina's hair, skin color, legs, and well, everything."Now, go change it's getting late."

"For not wanting to be a princess, you sure are bossy-"Regina quipped, as she took the dress from the blonde, purposely grazing her fingers over the warm, slender ones already holding the hanger. They kept their eyes locked for a long moment, before Regina continued into her bathroom to change.

"So what's Henry planning?" Regina's muffled voice came from the other side of the bathroom door, which was cracked open slightly.

"Nice try, but I'm not saying a thing," Emma replied, taking a seat on the edge of Regina's bed. She heard a grunt from inside the bathroom; clearly Regina wasn't happy with her reply. "Our son wants to surprise you," Emma tried in a light tone. "Let him."

Emma could hear Regina tossing her clothes into the hamper, and was trying not to think about what was going on on the other side of the bathroom door. The crack of the open door was easily tempting her to enter. Something told her Regina had purposely left it slightly ajar, but she decided to deal with the torture and wait. "I'm not good with surprises when I'm not the one in control of them," the voice replied back, from the direction Emma's eyes were lingering.

"Trust me, it's a good surprise." The door was pulled back then, and Regina finally emerged, wearing the complimenting dress, instead of the sweats. Emma's breath caught in her throat. The silky fabric fit tightly over Regina, hugging her in all the right places. Emma took in her bare long legs that appeared after the dress ended in the middle of her thigh. When she brought her hungry gaze back up to Regina's face she saw the vulnerability there, as well, as the endearing flushed and tear-stained cheeks that were still present from Regina's crying in the foyer earlier. Emma was happy to see, however, that one of the only emotions not on Regina's face was sadness. She stood frozen moving her eyes up and down Regina one more time.

"Guess that means you picked out the right dress-" Regina sent her a pleased smirk, forcing Emma to meet her eyes again.

"Wish I hadn't done such a good job of picking," Emma muttered. All she wanted in that moment was to pin Regina against the wall and do all the things she was going to have a hard time forcing herself not to do when they got to the apartment. "Maybe we should just stay here."

"Weren't you the one saying how important it is that I go along with this and not disappoint Henry?" Regina questioned, with a mocking smile. Emma groaned in reply, falling back onto the bed. "I hate to disturb your brooding, dear, but can you zip me up? I can't really reach."

Emma stood and moved to Regina, turning her, so the back of the dress was facing her. She allowed her green eyes to travel down the open part in the dress, lingering on the skin it revealed, until they fell on the zipper. "You realize that you're increasing our chances of not getting back to the apartment on time, right?" She moved the metal up slowly, her fingers grazing across soft skin every now and then, which would gain her a sharp intake of breath from Regina. When Emma's fingers reached the top of the dress and the zipper was in place, she slid her arm around Regina's middle, pulling her back against her. "You're beautiful," she breathed seriously, her lips moving down to Regina's bare shoulder.

"I do love this dress," Regina shuddered at the contact.

"I'm not talking about the dress," Emma countered, smiling against Regina's skin and breathing her in, before placing another kiss on Regina's neck. She paused there for a few seconds, and then, pulled her head away. "Although, sometimes I do have good taste," she commented proudly against Regina's hair, continuing to hold her close.

Regina turned in her arms, "That you do," she grinned, and lifted her face to Emma's, brushing her lips tauntingly over hers, before Emma couldn't take it anymore, and fully pressed her lips to Regina's, kissing her.

It wasn't long before Regina's tongue had Emma's lips parting, and the kiss deepened. Emma's hands slid up and down the back of the satiny dress, while Regina's tangled themselves up in soft, blonde curls. The brunette pushed Emma back toward the bed, lifting her thigh to stroke against Emma's jean-covered center, causing her to moan and collapse on top of the mattress, "Regina."

Regina fell on top of her, reuniting their lips again, as her hands released Emma from her jacket, and then moved under the black tank top, so she could sweep her fingers over the warm skin underneath. "Less clothes," Regina panted, tugging Emma's lip between her teeth.

"Couldn't. Agree. More." Emma gasped between kisses, moving her hands up the outside of Regina's legs, pushing the dress up further, making the woman on top of her grind against her; both more than aware that thin lace and denim jeans were all that separated their pulsing centers from actually touching. Regina whimpered against her, and Emma flipped them, so she was now on top. "I know…you like…to be in charge and control…things," she attempted between their heated kisses. "But…if we're going to…it's your birthday…"

"Emma…you're rambling," The complaint was barely decipherable between their connected mouths.

"Sorry," she held Regina's face, stopping their kisses, which earned her a glowering stare from the woman beneath her. Emma didn't want to stop either, but needed to think a little clearer. "I just want this to be special and I-" But her words were interrupted by her phone beeping. "Damn," she breathed, moving off of Regina, so she could reply to the text she received. "Henry's asking if we're on our way."

Regina mimicked the frustrated groan Emma had given her earlier. She reluctantly sat up, "Tell him you're waiting, while I brush my hair and put make up on."

"Okay," Emma sighed, obviously frustrated as well, but Regina could tell it was because of more than just the sex being interrupted.

"What were you going to say?" Regina wondered, turning away from the bathroom she had started walking to, and going to Emma instead.

Emma shook her head, "Nothing."

Regina moved Emma's hair behind her ear. "I don't believe that," she smiled knowingly. "But if you don't want to tell me now, I'll wait."

"I think the universe is trying to teach you patience," Emma's comment was light. "First, you have to wait to find out Henry's surprise. Then, I tell you to wait and open the card later. And now, you're going to be waiting for sex, and have the suspense of what I was going to say to deal with," Both women laughed quietly, acknowledging the cruel, comical situation.

"Yes," Regina frowned, accepting her lesson or punishment, depending on how one looked at it. "At least they're all things worth waiting for."

She leaned in and gave Emma a chaste kiss, then, headed back to the bathroom to freshen up and finish getting ready. Never had Regina allowed herself to dream in the last thirty or more years that she would actually be this happy. She'd also never considered that she might actually have that feeling again. The one she had had so long ago with Daniel, but was now so much more powerful with Emma. Maybe there was a happy ending to be had in Storybrooke, after all. For now, though, she would just feel lucky and thankful, while she got ready to find out what kind of surprises the two people she cared about the most had in store for her on her birthday.