A/N So, this is my very first OUAT fic! The welcome party can start now! ;) It's also my first songfic…therefor possibly not the best way to introduce myself here, but the idea got in my head and I couldn't get it to leave me alone. So here ya go.

The song is Proud of Your Boy by Alan Menken, deleted from Disney's Aladdin. It was replaced by One Jump Ahead (Reprise). In it, Aladdin is singing to his deceased mother, apologizing for what he's done, and promising that he'll do better. It's a really sweet song, and I thought it fit well with how Emma might be feeling about her parents and her past. So I changed a few of the lyrics to make it come from Emma, obviously. If you've never heard the song, I recommend you look it up on youtube!

Disclaimer: s are silly because if I owned anything, I wouldn't be here, now would I? Lol.

Now, without further ado…

Proud of Your Girl

Proud of your girl,

I'll make you proud of your girl,

Believe me, bad as I've been, Mom,

You're in for a pleasant surprise.

I've always been the first to admit that I wasn't the most, well, easy child growing up. When I was little I threw tantrums. And I don't mean just crying, I mean full-out kicking, screaming, biting, throwing of expensive vases tantrums.

Okay, maybe some of that carried into adulthood. A little.

I was always in trouble, being brought home by the police, complained about by neighbors, constantly in the principal's office. All that before I was eight.

But even though I can't say I have ever been exactly proud of being such a trouble-maker, it never bothered me before. I mean, so I was bad, so what? Look where I came from! Shuffled from foster home to foster home, one lousier than the last. What chance did I have?

It never bothered me before. So why does it now?

I've wasted time.

I've wasted me.

So say I'm slow for my age, a late bloomer,

Okay I agree,

That I've been one rotten kid,

Some daughter, some pride and some joy,

But I'll get over these lousin' up, messin' up, screwin' up times.

"Emma?"

The breathy, almost hesitant call made me jump, and I dropped a few of the papers I had been holding. I craned my neck to see Mary Margaret - no, I had to keep reminding myself that wasn't her name - Snow White, peering at me through the thin light of the end table lamp. She clutched her flowery robe tighter against her and rubbed sleep from her eyes. I smiled at the way her ebony pixie cut stuck up in all directions much like Henry's did in the morning. Figures, fairy tales always leave out the more interesting details about their characters. Like morning hair.

"Sorry," I whispered. "Did I wake you up? I didn't realize how late it'd gotten. Go on up back to bed, I'll clean this up."

Instead of that, Snow padded to the kitchen and poured herself some of the hot chocolate I had already made and stuck the mug in the microwave. She tapped on the window and glanced at me. "Add this to the list of things I love about this world."

When her cocoa was heated, she crossed the room and sat beside me on the couch. "Can't sleep?" she asked, trying to nonchalantly peek at the file and papers in my lap. Emphasis on trying.

I shrugged. "I was just...uh...looking at some stuff, and got absorbed, I guess. I hope I didn't wake you."

"Oh no, you didn't wake me. Charming did, tossing and turning."

"Nightmares, huh?"

She smiled sadly. "They're already starting to fade, and he likes to pretend that they don't affect him."

"So does Henry. He says his necklace keeps him from being scared, but I think he's just trying to be macho," my heart breaks again at the thought of my little boy trapped in that nightmare, all because of what I did. Or didn't do, as the case may be.

Snow nodded in understanding, and I could tell she was fighting her own guilt over her husband. "Charming tried talking me into letting him sleep on the couch or floor, but nooo, I said. I want you with me, I said," she winked at me to let me know that her sarcasm was playful. "But anyway, what are you looking at?"

I chuckled at her perseverance and looked at the manila folder in my hands. A part of me, the old, walled up Emma, wanted to hide the folder and tell my best friend that it was nothing. But the other part of me, the mother, daughter, and so-called savior I was trying hard to become screamed at me to let my mother in, and not hold back.

The new Emma won, a miraculous victory, and I handed over the folder. "It's uh...well, it's me."

Snow opened the folder anxiously and I watched as her eyes immediately landed on the newspaper clipping that cried "Deadbeat Parents". But her fingers stroked the face of little baby me and tears sprang to her eyes.

"My God, Emma, you were so beautiful. I thought so the first time I saw this, too."

"You saw it before?"

Snow's face flushed and she looked at me with wide, guilty eyes. "I didn't mean to! It was on the table one day not long after you moved your things in. I thought it was mine, some tests to grade, I swear once I realized it wasn't I closed it!" she turned her face away, and peered at me from the corner of her eyes, the way she always does when she thinks that she's about to make me angry. "But maybe I looked at this article. For a minute. Or two."

"Relax," I said, laughing, "I'm not mad. If I hadn't have trusted you, believe me I wouldn't have left it lying around.

She lit up at "trusted you" and went back to happily looking at the gritty picture of me. "A seven year old boy found you? What ever happened to him?"

I shrugged, not willing at that moment to reveal the truth about August. Once Henry broke it to me that Snow and Charming had been lied to about the wardrobe, I had been afraid to break it to them. Mostly for the sake of August, who was MIA at the moment anyhow, his father, Archie, and Blue. I wasn't mad at them, not really. Geppetto just wanted to take care of his kid, just like Snow and me. I knew Snow and Charming would have to forgive them eventually, but I just wanted to make sure they didn't banish them first.

But Snow wasn't pursuing the subject, instead she was gasping at the other picture of me in the file. "Aww, look at your little pigtails! Oh, Emma, you look just like your father! Except of course, you have my chin."

"I was five in that picture," I explained. "Mrs. Raskin was trying to get me to look all cute for a new family that was coming to pick out a kid."

"Mrs. Raskin?"

"The Raskins were house parents at group home upstate. Still are, for all I know. It was where I was placed when I was first...found. I was put in a foster home when I was three months old, with this nice family who they thought wanted to adopt me. The Swans."

"I always wondered where you got your last name."

I nodded. "Yeah. They were good parents, what little of them I remember. But right about the time he lost his job, she found out she was pregnant, and they decided that they couldn't afford two kids. So they sent me back to the Raskins'."

"Oh Emma," Snow said, looking as if she wanted to hug me, but thought better of it. "How could they do that? For God's sake, you don't just give up a child when you have another one!"

"I wasn't really theirs," I reasoned. "And I wasn't exactly an easy child. I had a really bad temper, and threw a lot of tantrums."

"So what?!" now her temper was flaring. "So you inherited my temper! That just means you were spirited!"

I couldn't help but smile. A few months ago, the thought of sweet, mild-mannered Mary Margaret having a temper to anywhere near rival mine would have been absolutely ludicrous, but now, now I know better.

"Spirited is one way of putting it," I said, pointing to a paper in the folder.

"What's this?" she asked. "Emma is bright and intelligent, and isn't afraid of speaking her mind?"

"It's a review by one of my foster families. Wasn't ever really supposed to see it, but I snatched it out of Mr. Raskin's office. If I ran into him today, and he found out, old guy would probably still yell at me. Keep reading.

"Though Emma's strong-willed nature is to be admired, she is extremely difficult at times. She refuses to abide by bedtimes, and threw frequent fits if my husband or I attempt to discipline her. She has broken many of my antiques that I keep in the house. A list of said items will be included. She shows no respect for authority, and has appalling language, especially for a six year old. She even called me a..." Snow glanced up from the paper with raised eyebrows.

I grunted. "I learned that word from her."

Snow gave her head a dismissive shake and discarded the paper. "Sounds to me like she just didn't know how to care for a spirited child."

Snow's refusal to believe that my behavior was, in fact, my own fault, was a surprisingly refreshing change of pace from everyone else in my life. But still, I felt it only fair to show her the truth. That I was, simply, a terrible kid.

"Say what you want, but I realize now how hard I was to handle. Maybe if I hadn't been that way, someone would have wanted to keep me. Maybe the Swans would have," the last part I added quietly, without really meaning to.

Snow gave up her attempt to give me space and scooted closer, putting an arm around me. "I don't care what you did, Emma. Nothing, and I mean nothing you could have possibly done could have been that bad. Not you, not with the wonderful way you turned out."

You'll see, Mom, now comes the better part,

Someone's gonna make good,

Cross her stupid heart,

Make good and finally make you,

Proud of your girl.

I met her eyes, and found nothing but love in them. A love that sometimes, like this time, was almost too much to handle. "I'm trying," I said, pulling back and hating how weak my voice sounded. "But you're not getting it," she needed to know. Once and for all, I was no princess. Never was.

"Maybe I'd get it if you told me."

I sighed. "You're asking for it."

Snow took her arm away and twisted herself around to face me, legs crossed and looking absolutely rapt, every bit like a teenager who was about to hear some juicy gossip at a slumber party. Not that I'd ever been to one. Once again I was struck by how young my mother was. She may have been technically pushing sixty, and aside from that had been forced to grow up fast, both back then in her world, and today, trying to be a parent to a 28-year-old cynic, but often I was reminded that Snow had a very young soul. She was still naive, still idealistic, and even though she was at least physically the same age as me, I often felt much older.

Except of course for the times when she was saving my stupid ass from ogres and pirates and such. Those were times I felt very much like a child. Her child.

"After the Swans, I went back to the Raskins until I was five," I began. "You see how that turned out. After them was Mrs. White."

Snow's eyes flew open. "Mrs. White?!"

I laughed. "You know, I never even thought of that? How funny would it have been if she had been my first family?"

Snow laughed too. "You could have been Emma White! That's okay, I like Swan. It's kinda like "Snow" jumbled up...only with an A instead of an O...never mind. You were saying?"

Mrs. White was...actually she was probably my favorite family. She was African American and completely no nonsense. If I talked back, she would smack me upside the head. Never hurt, and she didn't do it out of meanness, and somehow I always respected her. She'd tell me how smart I was, and to "stay away from them boys, got only ONE thing on their minds, they do!"

Snow smiled. "I like her."

"So did I, but it was really more of a half-way house. Mrs. White had lots of kids coming and going, mostly trouble-makers. So that's why when I left a year later, I got it in my head that if I was really bad, they'd send me back there, since I was good there. It didn't exactly work how I wanted. My next family was the Douglass. They couldn't have cared less about their foster kids, and they had four. All we were to them were paychecks. We were lucky if we even got dinner most nights. I had to learn fast that if I wanted to eat, I had to act fast because the two older boys would grab anything they could get their hands on. I started hoarding food, and stealing it from the cabinets if I got the chance, but most of it went to Eddie, who was younger than me, and otherwise probably wouldn't have gotten shit. And that's when I started shoplifting, when I was eight."

"But Emma, that wasn't your fault either! You were just trying to survive! And to feed that poor little boy!"

I shrugged, unconvinced. "I got caught my third time snatching candy bars off the shelf of the gas station. Mr. Douglas assured the clerk that if they didn't call the cops, he'd take care of me. And take care of me he did."

Snow's eyes went wide with fear. Oh God, if only she knew. "What did he do?"

"Nothing that terrible, don't panic. Just beat me, and good, with his belt," I didn't tell her of the verbal abuse that accompanied the beating. You good for nothing piece of SHIT! What the hell is the matter with you?! We give you a home, food, and toys and this is how you repay us?! Do you have any idea how humiliating that was?! Hope you don't think you're gettin' dinner tonight!

Snow looked angry, then sad, but waited for me to continue.

"They were embarrassed by me, so they sent me back. I hated myself for it," I took a deep breath, trying not to let my emotions get the better of me. "I never did find out what happened to Eddie. Poor kid. But that didn't stop me from shoplifting; I just got better at it. At first it was just food, even though my next family, The O'Malleys, fed me just fine, I was still afraid of not having enough. But when I turned nine, I fell into a group of some rough kids in the neighborhood, all older than me, and started lifting other things like jewelry, clothes, and cassette tapes, just because I wanted to. The girls in the group all dressed way provocatively, so I started to, too. Started smoking, drinking..."

"At nine years old?" Snow asked, incredulous. There. That did it. Now she'd see how shameful I'd been.

"Yep. One day we got picked up by the police for loitering. I flipped them off, and became an instant legend in the neighborhood. The others got arrested, but I was just taken home. Baby Badass, is what they called me. I loved it."

Snow looked down at her hands. I could tell she was ashamed. But hey, I'd started, may as well finish her off.

"When I moved into a new home, I stayed in the area, so I kept my friends on into middle school. I snuck out every night, and we'd hang out in the basement of one kid's dad's bar. I first used drugs when I was thirteen. That was also when I lost my..."

I froze; I hadn't meant to tell her that detail. No mother needs to know the story of her daughter's lost virginity. But it was too late.

"Your virginity? When you were thirteen? Oh Emma..." she looked like she was about to cry.

I barreled through. "He was 15. His name was..." I groaned, remembering suddenly his name. "Oh God..."

"What?"

I buried my face in my hands. "Oh no. My first boyfriend's name was James!"

Snow smirked. Wait, I just told her about losing my virginity and using drugs at thirteen and she can smile? Where was the shame? "If it makes you feel any better, Hon, remember, your father's name isn't really James. But you didn't uh...date a David, did you?"

Okay, that did break the tension. "No, thank goodness. James dumped me a few months later for some other girl. I refused to be crushed like most girls were after their first breakup, and instead stole his father's car, crashed it into a mailbox, and let him take the blame."

I waited for her to show some sign of shock, but she only nodded as if that had been a most appropriate revenge! What the hell?!

"He deserved it. Little prick, taking my baby's maidenhood..."

"Maidenhood?" I burst out with a guffaw, then clapped my hand over my mouth, remembering the sleeping boy a few yards away. When I was assured that he was still snoring, I continued more quietly. "You're back in the Enchanted Forest, there. And wait...did you just say prick?!"

Snow blinked innocently. "You were saying?"

I stared at her a moment, not believing I hadn't snapped her yet, so I kept going. "Well, you'll be happy to know I swore off guys for a while after that."

She nodded. "I am happy to know that. How long...um...how long did you use..."

"Drugs?"

She nodded, clearly more uncomfortable with this subject than my "maidenhood".

"I didn't, I mean, I experimented with them a bit then, and then again in high school, just some speed and X, but I didn't like what it did to me, what it did to others, so I stopped. I did however smoke quite a bit of pot. My entire freshmen year of high school was spent high."

Snow furrowed her brow. She didn't like this. Maybe because things like stealing, cursing, and sex were things that just as easily could have happened in their world, but drugs weren't. That I knew of.

"That kind of phased away, especially after I saw what it did to peoples' teeth. I still made good grades in high school. See?"

I picked up a stack of report cards I'd kept, just a handful from 6th grade on. Snow looked through them.

"Emma, these are excellent. But, then I knew you were smart!"

I gave a half smile. "Truth was, school was too easy for me, too boring. I dropped out my junior year."

"You what?!" this time, she was the one who had to check her volume.

I hung my head. "When I turned sixteen, I left the foster system, and dropped out of school so I could work. Got my GED later on. Couldn't hold a job though, I guess I didn't have the best people skills. So I started stealing again. Mostly food, but also things that I could pawn. I picked pockets, broke into cars, but I had been almost caught on more than one occasion and I just knew it was only a matter of time before I was caught for real. I wanted to get away, go to a new town, so I got it in my head to steal a car. My biggest theft ever.

"And...did you?"

I hesitated. Did I want to go into this part of my life yet? I glanced at the curtain that hid what used to be Mary Margaret's bedroom, now mine and Henry's, from view. I couldn't see him, but I could hear Henry's steady breathing. I had already glazed over some of the worst parts of my life. Like the foster mother who drank constantly and sent me to the hospital multiple times with everything from a broken arm to cigarette burns, or the foster father who was nice at first...until the first time showed up in my bedroom at night. Those were things I just couldn't handle telling her yet. I would, one day. One day she, and possibly David, would know the horrific things I endured. Not because they needed to know, honestly I'd rather they didn't have to shoulder that burden, but they would get it out of me. Eventually. But tonight, tonight was just about me, and the bad things I did. Not they bad things monsters did.

Tell me that I've been a louse and a loafer,

You won't get a fight here, no maim.

Say I'm a goal-breaker, goof-off, no good,

But that couldn't be all that I am.

Water flows under the bridge,

Let it pass, let it go,

"Sort of," I began, with a small shake of my head to clear out the other stuff.

"Sort of?"

I chuckled. "See, there was this old yellow Voltzwagon Bug, just sitting all alone in a deserted alleyway..."

Of all things to do whilst I tell of my criminal days, my mother laughing was not one of the things I thought she'd do. "Emma, your bug?! You stole that?"

Her laugh was contagious. "Well, actually, no! I mean, yes, I stole it, but I stole it from a guy who had already stolen it!"

Snow was having a hard time keeping herself from laughing to loud. "What?!"

For the first time, I realized how funny this story actually was, when I wasn't thinking of the lousy outcome. I scooted closer to Snow and mirrored her pose on the couch, so that our knees were touching. Interesting how that one little touch was so comforting.

"When I jacked the car, this...guy popped up in the backseat. Scared the SHIT outta me! He had been sleeping back there. I was so startled, that I ran a stop sign and got pulled over. He spun some stupid-ass story and got us out of it, that's when I realized that the car was already stolen. By him."

Snow shook her head, still smiling. "That's amazing! So what happened, how did you end up with the car?"

"Well...we uh...kind of teamed up after that. We had a lot in common. He was a petty thief who grew up in the system too. We had this crazy Bonnie and Clyde act going. I'd stuff a backpack under my shirt and pretend to be pregnant, and while he distracted the cashier, I'd pack it full of stuff. One day, we almost got caught, so I pretended to go into labor, and we got away!" I was absolutely amazed how much I actually enjoyed telling Snow all this. "That's where I got this," I showed her my Swan necklace. "It was a keychain. Neal stole it for me."

Snow gently touched my swan. "This...Neal. He meant something to you, didn't he?"

I swallowed and nodded, closing my hand around her hand, which held the necklace.

"What happened to him?"

I looked away. "Same thing that happened to every guy, he turned out to be a dick. He conned me into retrieving some stolen watches he had hidden somewhere. Made me believe that with the money from them, we'd start a new life, free of crime, together. But he set me up. He got away scott free, and I got 11 months in jail."

Snow squeezed my hand. "I'm sorry, Em. You loved him," it wasn't a question.

I nodded.

Suddenly Snow gasped. "Emma...was he..."

I blinked back some annoying tears and nodded again, staring at the curtain to my bedroom. "He never knew. I found out I was pregnant in jail. I tried to find him when I got out, but couldn't. The last I heard of him, he sent me the keys to the Bug, with a new VIN number to make it legal, but no note, nothing."

"I'm sorry."

"Well, now you know. You know what a stupid crook I was. You know that Henry was born in prison. You know that my car is stolen. You know that I smoked pot, and was a little slut and that..."

"Emma!" Snow exclaimed. Her eyes were burning. Was this finally it? Did she see what a messed up kid I was? Still was? "First of all, don't you ever, EVER call yourself a slut or anything like that EVER again! You know what I know? I know you had a hard life. I will never forgive myself for the life you had to leave because of something you had no control over. But you act like the things you did were unforgiveable! Honey, I stole! I was a thief, that's how I met your father. I drank, before Regina banished me, I'd sneak into her supply of cider. I'm not entirely sure what pot is, but it kind of sound like this plant that the Dwarfs smoked, and let me, too, even though it "wasn't for ladies", they said."

My eyes must have been saucers. "You really did all that?"

Snow chuckled. "Yes! Do you think I should be ashamed of you? Emma, I'm proud of you!"

Now the tears did come. Dammit. "Proud? How can you be proud?"

"I'm proud of what you have become. Despite all the odds being against you, you have become the most courageous, selfless, caring, wonderful person I have ever known. And before you say anything, I thought that long before the curse broke! You're loyal and honest, you fight for what you believe in and you don't let anyone push you around! You're a loving mother, and the best friend I've ever had!" Now she was crying in earnest. So was I. "You are absolutely everything I could have ever hoped for in a daughter and more! I love you, Emma, and not just because you're my daughter. I love you because you're you. Walls and all."

No matter how hard I tried, no matter how long I stared into her eyes, searching for a hint that she wasn't being sincere, I couldn't doubt her. Even though she knew all the rotten things I did, she still loved me more than anyone had ever loved me before. Throwing caution out the proverbial window, I through my arms around her. "I love you, too."

We hugged for what seemed like eternity. When we finally broke apart, sniffling and giggling, I realized the sun was coming up.

"Holy crap, it's morning. Mom, you should try and get some sleep!"

Snow stared at me like I had just grown an extra head before I realized what I'd said. Instead of backtracking though, I pretended like it was absolutely natural. Because it was.

"No use at this point," she said, but her eyes were sparkling and she looked like she could jump for joy. If I wasn't watching, she probably would have. She probably did, later in her room. "The boys will be up soon, begging for breakfast. Emma?"

"Yeah?"

Snow dug in the folder and pulled out the newspaper clipping of me as a baby, and the photo of me at five. "Can I keep these? I'd like to frame them. If I can hide the deadbeat parents part..."

I laughed and took the paper, unceremoniously ripping off the offending headline. "It's yours. All of it. Share them with David. Tell him...tell him whatever you think he can handle!

She wiggled her eyebrows. "Definitely not about James!"

"Oh, Lord, please no!"

"Maybe you should tell him. When you're ready. He's just as anxious to know you as I am, you know. And equally as proud. Told me so himself."

"I've never cared," I blurted.

Snow blinked. "What?"

"My behavior. With the short-lived exception of Mrs. White, I never cared what anyone thought of me, I never had to worry about disappointing anyone. I used to find that a relief, but now...now I worry all the time about screwing up. With you, with Henry, with freakin' Storybrooke. It's crazy, it's stressful, it's..." I shot her a watery smile. "Awesome. I want my parents to be proud of me. I want my son to be proud of me. I know you said you already are, and I believe you. I actually believe you. But I want to keep working on it. On letting you in, on being a good mother and a good daughter."

Snow rubbed my arm soothingly. "I know exactly how you feel. Believe me, I know what it feels like to have everyone watching you. It can be overwhelming. But you don't have to work to make me proud, Em. I just hope you can be proud of me, too."

"I am proud," I said, warmed by the realization of how true that was. "Come on, my parents are THE Snow White and Prince Charming, and not just that, you...you kick ASS! You are so much cooler than the Disney Princess I grew up knowing!"

Snow grinned, feigning smugness. "I must admit, I'm certainly less of a wimp than that other version. We're a pretty kick-ass family, huh?"

"Yeah we are," my cheeks were starting to hurt, I wasn't used to smiling this much. "I guess we'd better get breakfast started. And Mom?"

My mom beamed at the honorific once again. I could tell that I would probably need to keep it up, she was quickly getting used to it. "Yes, sweetie?"

"About this whole meeting Dad when you were a thief thing...see, I never really read Henry's book all that closely and well...I think that's a story I want to hear. And I certainly don't think his book said anything about the Dwarfs' smoking..."

There's no good reason that you should believe me,

Not yet, I know,

But someday and soon,

I'll make you proud of your girl.

Though I can't make myself stronger, or smarter, or pretty or wise,

I'll do my best,

What else can I do?

Since I wasn't born perfect like Dad or you.

Mom, I will try to,

Try hard to make you,

Proud of your girl.

A/N Thanks so much for reading! It isn't my best, and not beta-ed so mistakes are mine, but I thought it was cute. Comments are awesome. Flames roast my marshmallows. I might do a continuation with Snow's story, if there is any interest from you guys. :)