It's a Friday night and Emma is laying in bed listening to music, doing her book assignment; or at least supposed to be but it seems all she can do is daydream about her best friend, Regina, who happens to be out on a date with her girlfriend instead of doing study group with her. Regina is a senior at Storybrooke High, Cheer captain all girly while Emma is a sophomore at Storybrook. They pair have been best friends since they were young. Emma's mother, Mary Margaret, was close friends with Regina's mother, Cora. The two were childhood friends as well so it was expected the girls would go up close as well.

Emma is head over heels, or sneakers in her case, in love with her best friend. Unfortunately Regina has no idea, and Emma doesn't think that there is any chance that she could feel the same way towards her. She decides to make a playlist of some songs that describe how she feels and what she would love to say to Regina. The first one she adds is the one she's currently listening to, You Belong With Me by Taylor Swift. She decides to look through her current playlist to see what else she could add and she spots I hate u, I love u by Gnash, and then How Do I Get There by Deana Carter. She keeps looking and adds, Lucky by Jason Mraz & Colbie Caillat, Just A Friend To You by Meghan Trainor, If I ain't got you by Alicia Keys, and Dilemma by Nelly and Kelly Rowland, plus loads others.

While she's making the list she's screaming at the top of her lungs the lyrics to You Belong With Me,

"But she wears short skirts

I wear T-shirts

She's cheer captain

And I'm on the bleachers

Dreaming about the day when you wake up

And find that what you're looking for has been here the whole time"

It fits the situation perfectly since Emma is such a tomboy, she's on the soccer team and Regina is a cheerleader dating the cheer captain Mally, who is the epitome of girly girl. She keeps thinking all she wants is to see Regina and kiss her senseless until they are both out of breath. She tries to work on her homework again but doesn't seem to get into her work like she should, so she decides to play the playlist and sing at the top of her lungs since her parents our out. As she's belting out a verus of I hate u, I love u; her door opens and she doesn't realize anyone is their let alone watching her make a complete fool of herself.

"I hate you I love you

I hate that I love you

Don't want to, but I can't put

Nobody else above you

I hate you I love you

I hate that I want you

You want her, you need her

And I'll never be her"

The song switches and still she doesn't notice Regina has entered her room watching her. The next song the comes on is How Do I Get There by Deana Carter. She's twisting and spinning and just letting loose, she thinks about texting regina to see how her date is going but thinks better off it, she's actually in a good mood and doesn't want to ruin it, but then she actually gets startled by the person currently running every thought in her head.

"We've always been the best of friends

No secrets and no demands

But suddenly from somewhere out of the blue

I see a different light around you

One thing I haven't told you, I just want to hold you

And never let you go, but I need to know"

She can't even think to say anything, the dress regina is wearing is hugging her curves in just the right way, Regina just laughs and grabs her hands and starts dancing with her before she could even think to say anything. When they pull apart Regina drops on Emma's bed, she closes her eyes and Emma takes the chance to look at her, really look at her and her eyes automatically zero in onto the scar on her upper lip; it's such a funny explanation on what happened, it was actually kind of Emma's fault. When the girls were younger Regina wanted to play house and Emma was always made the father since she didn't wear dresses all of the time like Regina did, Emma thought it was a good idea to chase after Regina and try to kiss her like their daddys did to their mothers. Alas it was not a good idea and Regina ran away from her straight into the grill on the patio, Emma had felt so bad after it happened, that she took care of her as well as an 8 year old could.

Regina looks up at Emma and she can tell her friend is thinking about something but is unsure of what, she takes a moment to just look at her, she looks good, maybe a little stressed probably from school. She hates to interrupt her friend from her little daydream or where she went but she wants to talk to her about Prom tomorrow.

"Em, are you still going to the dance tomorrow?"

Caught daydreaming she lets out a "hmmmm?"

Regina contemplates on if she should ask her blonde friend what is on her mind, they never keeps secrets from the other. "Em whats wrong? Is everything ok?"

"Of course Gina, everything's fine, I was just thinking about something, what did you ask?"

Regina gives her a sideway glance and huffs out in frustration that her best friend is not letting her in, but says "Prom, Em, are you still going tomorrow? Ruby wanted us to all go as friends remember?"

Emma lets out a low groan of course she forgot about the stupid Prom and of course she doesn't want to go, it's not like anyone has asked her to go as a date, only her friends want to go with her. "No of course I didn't forget Gina, I just don't want to go, you and Red know I don't like dances. Plus I'm single and she's with Belle and you have Mal. why don't you two just double and I'll stay home like I want to?"

Regina doesn't say anything at first, just mulls over what Emma had just told her. She knows it's not really Emma's style so she doesn't blame her but she wants her there, this is her last chance granted Emma has two more chances to go but Regina wants her there.

"Em, I want you there and we are just going as friends, you, Red, Tink, Belle, Elsa and her sister Anna will be there, and even some of the guys like Neal, Killi, and Zee is coming with Robin as well, we want you there, plus you know it's my last Prom, I want you there, I want to share at least a dance with you."

Emma mulls it over and thinks of her choices, not like she has many and not like she could ever tell Regina no. she still lost in her thoughts when Regina speaks again and says "Em you have that dress that looks beautiful on you or that suit you wore that one time that and I quote Red on this one 'looks absolutely delicious on you' so why don't you choose one and come with me please?"

Emma relents of course but doesn't tell regina that as of yet she wants her sweat it out a little more and says "on one condition, movies and popcorn in bed tonight?"

Of course Regina relents and agrees, she's excited to spend time with her best friend the only person who seems to understand her, she does ask "just us or do you want to invite Red or Tink or Belle or anyone?"

Emma looks up kinda shocked, and says "no Gina if it's ok with you just us, I would like a quiet night and if they come it won't be."

Regina lets out a deep laugh that makes Emma go weak at the knees and agrees that yes if they came it would be anything but quiet, then she asks "what movie do you want to watch?"

Emma replies with "why don't you choose while I go make some popcorn and let mom know you'll be staying the night?" Regina just shakes her head yes that's fine and goes to turn the tv on in Emma's room, they've done this for as long as they can remember, movies in pjs cuddled in one or the others bed eating popcorn. It's normal to them and they both are thankfully for it. Regina seems to need her best friend just as much as Emma does and it makes her wonder what is going on.

When you say I'm just a friend to you

'Cause friends don't do the things we do

Everybody knows you love me too

Tryna be careful with the words I use

I say it 'cause I'm dying to

I'm so much more than just a friend to you

As Emma walks down the stairs she realizes her phone is still playing music and Just A Friend To You comes on and she hums along to the lyrics as she gets the popcorn and gets a huge bowl to put it in when it's done popping. She feels a little better now that Regina is here and will be in her arms soon but then she gets kind of depressed thinking about how she's not hers and not really in her arms as her girl friend, hell she hasn't even told Regina that she was into girls, let alone that she has fallen for her. Maybe she should do that tonight, let her think about it, she doesn't think it'll mess up their friendship but she does worry a little, she thinks that maybe Regina will grow weary of her like she first did with Red when she came out to her, but that was also because Red said she wanted to bang Regina to see what it was like.

When she makes her way back upstairs Regina is in a pair of Emmas shorts and a tank top under the covers with the movie ready to push play. Emma looks over to see what it is and she chuckles, of course she would choose this movie, Regina has always had a crush on the main actresses, hell so did Emma. "Gina, really Burlesque?" Regina looks up at Emma and says "Em, it's OUR favorite movie and plus I haven't seen it in awhile so I thought it would be a good movie to watch. Plus if you didn't really like it why do you own it on DVD and own the soundtrack CD" Emma scoffs and says "only because you bought it for me Gina, and" Jokingly she says "we just watched this less than a month ago." Regina huffs and goes "fine if you want to watch something else then put something else on"

Emma looks at Regina in the eyes and laughs, she forgot how much her best friend loves this movie, she relents and says " no it's fine we can watch it, but I need to tell you something, something I probably should've told you a long time ago."

Regina looks nervously up at Emma from where she's lying and asks "and what is that Em, you know you can tell me anything."

Emma down at her and smiles nervously "I know, and honestly I never told you because it always seemed like a bad time. This doesn't really seem like a good time to tell you either but I thought it was time to tell you." She takes a deep breath and says "regina I'm Pansexual."

Regina looks up at her under her lashes and Emma is a little nervous with her taking her time saying anything back to her. Finally after a few minutes staring at each other regina softly whispers "I think I've always known that about you Em, you're such an open honest person and it shows." Emma lets out a shaky relieved breath and says "thank you, Gina. Let's put this movie on and start our movie marathon and get some sleep before this dance tomorrow." Regina just opens her arms to Emma and she slides right in.