This is a fic inspired by the song "Breathe Again" by Sara Bareilles:

Open up next to you and my secrets become your truth.

The distance between that was sheltering me comes in full view.

Hang my head.

Break my heart built from all I have torn apart.

My burden to bear is a love I can't carry anymore.

All I have; all I need.

He's the air I would kill to breathe.

It was noon in Storybrooke, and Mayor Mills had returned to her home for a lunch break, but with all that was happening, she really didn't have an appetite. The mere sight of food made her feel nauseous. Her curse was breaking. Everyone would wake up soon. Henry had pulled away from her more than ever.

That damned Emma Swan. She had been in town only a few weeks, but Henry had decided that Emma was his mother, rather than the woman who had raised him for ten years. She'd given him everything he could ever need in life. How could he love this woman more than he loved her?

As she was pondering what to do—about both her meal and the curse that she could feel was breaking—she heard a knock at the door.

Regina opened the door. "David!" She wrapped her arms tightly around the man's neck. She could feel her eyes burning from the tears she was trying to hold back.

He held her for a moment. She needed comfort. She needed to feel safe. Finally she let go and looked at him, closing the door. He seemed uncomfortable. "What is it?" She asked.

"Um…Regina, I'm leaving."

Her breath caught in her chest. She couldn't think of anything to say. She just stood there, not breathing, waiting for an explanation.

David shifted uncomfortably from one foot to the other, back and forth. He looked at the ground. "I'm going to Boston."

"Ah." She remembered Kathryn had planned to move to Boston and go to law school, but changed her mind. "Why?"

"Ever since I woke up from my coma, my life hasn't made any sense," he said. "I just don't know what I want. I had Kathryn and Mary-Margaret. And I was trying so hard to figure out who I wanted to be with." He paused and took a breath. "And then you came in." He smiled. "And being with you is amazing," he paused, and his smile started to fade. "But I just need to figure out what I want for me, and that means leaving Storybrooke for a while."

Regina tried to hide the pain she was feeling, but she didn't want David to leave. She wanted him in Storybrooke. She wanted to be able to hold him and kiss him. The mayor felt her eyes start to burn with tears.

"Unless you give me a reason to stay," David finished his thought.

She took a deep breath. She could either tell David to stay and wait for the day when the curse broke and he finally realized that he loved Mary-Margaret, or she could let him go and hope he forgot his precious Snow White completely. But I want him to stay.

Regina knew that if David stayed, he would find a way to be with Mary-Margaret, no matter what. They would always find each other. The thought almost made her vomit. And that's when she knew what she had to do.

David did not expect that. He wanted more than anything for Regina to tell him to stay.

Was it even real? Did she ever care about him? Or was it just sex to her? They had slept together several times since that night at her home after he'd helped her with her car, but he thought there was something more. He had feelings for her, and he thought she felt the same, but as David Nolan walked toward his truck, he remembered her words.

You should go.

It was as simple as that. Impersonal. Cold. As if he was nothing to her. He walked around to the driver's side of his truck and opened the door, but he couldn't bring himself to step inside. Something wasn't right. He slammed the door shut and bolted back up the walk to the front door, flinging it open. What he found answered his questions.

Regina was sitting on the step in front of the door, and her face was tear-stained. Her body shook, and she stared at him with big brown eyes. They were pleading with him to leave.

But he didn't. Instead he shut the door behind him and sat beside her, taking her in his arms. She tried to pull away, but she eventually gave in, crying into his chest. He stroked her hair and assured her everything was going to be okay.

She sobbed into his chest as he stroked her hair, gently reassuring her that it would all be okay. She finally was able to calm down, and she removed her face from his chest and looked at him. Their faces were close together, and heat coursed between them.

David moved in slowly, pressing his mouth to hers. The gesture was genuinely kind. She hadn't been kissed like that in a very long time. She returned the kiss, linking her hands together behind his neck and gently pulling him closer to her.

He reached around her, placing his hands on her back. She began to push his jacket off his shoulders. He put his hands on her shoulders and pulled away from the kiss. "Wait," he said. "Are you sure you want to do this now?"

With a small smile, she nodded, the light in her eyes telling him that yes, she did want this. She placed a hand on either side of his face and kissed him again. This time, his hands went to the zipper on the back of her dress, pulling it down slowly. She slid the top half off her shoulders and David allowed his hands to rest on the small of her back. The contact made Regina shiver.

He allowed his mouth to move from hers and trace the contour of her neck. She let out a small moan as he moved himself on top of her. He kissed down the front of her chest to her stomach, pulling down the rest of her dress. It was the first time they'd been together during the day. David would sneak in after Henry had gone to bed, and they'd have sex. She always made him leave before Henry woke, and he'd never seen her naked in the daylight. She was now in only her bra and panties, and she was incredible.

Regina sat up and looked at David, kneeling in front of her. Her eyes were soft and unthreatening. She was a very different Regina than he was used to seeing. Even in their prior intimate moments, she had never really let her guard down. That wall was always up. But in this moment, he could see in her eyes that her wall was breaking down. Her natural defenses began to fall away as she let him in. She moved to her knees and met his mouth with hers again in a deep kiss, peeling away his jacket.

She quickly removed his flannel and undershirt, breaking their kiss only to pull the gray t-shirt over his head. She wrapped her arms around his neck, feeling his arms around her lower back. They pulled each other close, a deep and passionate embrace.

The mayor stood, pulling him up by his hand until he was standing, looking down at her. She led him by the hand up the stairs to the master bedroom.

When they arrived in her bedroom, Regina closed the door behind him and waited. He was so used to their constant battle for control that her stillness caught him by surprise. Finally he moved to her, holding her waist with his hands. Her skin was warm, her face flushed. He pulled her toward him, moving backwards and sitting on the bed in front of her. He looked up at her face. She was looking down into his eyes. She was soft now. The intensity usually present in her face was gone.

He gently kissed her stomach, making his way up. He reached around her and unfastened her bra, releasing her perfect breasts. He took one nipple in his mouth, flicking his tongue over it. Her head dropped back as she released a soft moan. He wrapped an arm around her waist and put her on the bed, her legs dangling off of it.

David moved to his knees and pulled off her underwear, rendering her completely naked. He gently ran his calloused finger over her clit, causing her to whimper. He moved his mouth to her inner thigh, sucking and nipping his way up to her waiting center. He flicked his tongue over her clit before gently biting it, causing her to arch her back in an attempt to release the building pressure inside of her. He pressed two fingers into her, keeping his mouth on her while moving his fingers inside of her. The pressure built up and she came, her juices dripping into his mouth as she came down from her orgasm.

She sat up and ran her fingers through his hair. He moved up to her, his mouth crashing into hers in a bruising kiss. The feeling of her soft lips moving against his was incomparable. She gently sucked at his bottom lip, causing David's body to tingle. Regina reached for his belt, fingers deftly unfastening it as well as the button and zipper on his jeans. He removed the pants and his boxers before climbing back on top of her, pressing his mouth to hers once more.

She felt his member on her, moving over her pussy lips. "David," she whispered. He moved his mouth to her ear, licking her earlobe and gently biting it before moving to her neck. "Please."

David took his penis in one hand, guiding it toward her pussy. He ran the tip over her wetness, causing her to tremble with pleasure. "David," she said again. "I need you inside of me," she moaned.

With that, he pressed his length into her slowly. Another moan escaped her lips as he pressed further and further into her. Finally he was completely inside of her. He rubbed her clit with his thumb as he pulled back and rammed into her hard. She cried out. She didn't remember the last time she'd felt so much pleasure.

He continued thrusting into her as he took one breast in his hand, pinching and tweaking the nipple. Her eyes squeezed shut as she tried to hang on. He moved his face close to hers and covered her mouth with his, stifling their screams as they simultaneously climaxed.

As they rode out their orgasms, they continued to kiss. It became less desperate, but no less passionate as the pleasure subsided. He finally pulled away from her mouth, but remained inside of her. "You're so beautiful." She smiled, still dazed from the incredible orgasm.

"I love you," he continued.

Her eyes widened, and despite the fear he could see in her eyes, the words still left her mouth. "I love you, too," she responded, kissing him again.

He finally pulled out of her, immediately missing her warmth. He rolled onto his back and pulled her into him, holding her body close to his.

"Well, I guess I won't be going to Boston," he chuckled.

She happily nuzzled into his chest. For the first time since Daniel, she felt completely fulfilled. The weight that always pressed on her lungs, threatening to suffocate her, was gone.

For the first time in forty years, Regina Mills could breathe.