Climbing up two flights of stairs to get to an algebra class was just plain ridiculous. Why anyone would ever build a three-storey high school was completely lost to Regina Mills. Two-storey, fine. But three? And for such a small population?

Then again, lost was a good word to describe Regina in general.

For you see, this was Regina's sophomore year of high school, and she had just been uprooted from the sunny California town she'd grown up in and moved all the way across the country to a tiny hole-in-the-wall hovel called Storybrooke, in cold and dreary Maine.

This travesty had been all her mother's doing. Cora Mills was fashion designer. She had once been just a little girl in the very town Regina was now standing in and seething about, holing herself up in her room and drawing and creating. When she was nineteen, Cora had left home and traveled to California after she'd been discovered by a renowned designer. Not long after arriving in California, she'd met aspiring author Henry Vasquez and they'd fallen madly in love. When they'd wedded, Henry took Cora's last name "because you have my heart, and should not have to change a thing about yourself for me, mi amor."

After working for other companies for five years, Cora Mills had broken the mold with her designs and had made a clothing line of her own-branded Queen of Hearts-and it had taken a life of its own for almost twenty years. Cora Mills was now a huge name in the fashion industry, her tasteful yet extravagant clothing having reached Paris, Milan, and even Japan. Now in her late forties, Cora had decided it was time to settle down, and she wanted to go and live the quiet life running a boutique in her hometown. Henry was now a well-loved fantasy/science-fiction author and could work from anywhere, so it hadn't taken much for Cora to convince him to move. (His love of Stephen King was another factor, but they didn't mention that unspoken truth.)

Though Regina had fought tooth and nail, in the end she found herself packing up her room, saying goodbye to the beautiful Pacific ocean and all of her friends, and fuming all the way to their new residence at 108 Mifflin Street.

Now here she was, walking into a pristine classroom on the first day of school, sitting down in a cold chair in a cold room full of strangers.

Wonderful.

Regina felt more and more tense as more people filed into the classroom, the realization of just how alone she was filling her with dread. She knew no one here.

"Heads up, Swan!" came a loud voice suddenly, and Regina's head snapped up as a softball zoomed toward her face, just inches from breaking her nose, when it was caught by an athletic blonde girl in a purple and gold Letterman jacket. The blonde toppled off balance and crashed into the desk, sending Regina scooting as far back in her chair as she could. "Excuse you!" she cried. The blonde girl righted herself, blowing her hair out of her face, and shot Regina an apologetic smile. "Sorry!" she shrugged nonchalantly before turning away to throw the ball at a dark-haired boy across the room. "Your aim is still freaking terrible, Cassidy! You almost broke the new girl's face." The boy, Cassidy or whatever, just laughed and sat down at a desk.

"I hope you realize," came a melodic voice from the back of the room, "that summer break is over, children." Regina swiveled in her chair and saw a beautiful, yet stern-looking woman a high-waisted pencil skirt and a matching blazer gliding into the room, her long blonde hair styled in a meticulous up-do. She strode to the front of the room where she uncapped a marker and scrawled the name Ms. Mallory Drake across the whiteboard. "Most of you know who I am, and those with older siblings are likely to already know how I run my class. You are in here to learn algebra, not to play catch. Now, if you'll all settle down, we'll do roll-call and get started on the syllabus for this class."

When Ms. Drake reached Regina's name, the very thing Regina had been dreading happened. Every head turned to get a glimpse of the "new girl", and the room exploded in whispers. "Quiet!" snapped Ms. Drake, before walking over to Regina and smiling down at her, probably amused by the shade of red Regina's burning face had turned in embarrassment. "Welcome to Storybrooke, Regina. I hope you'll like it here."

"Thank you," Regina said quietly, and without thinking she glanced to her right and saw the letterman-jacket-wearing blonde shoot her a blinding smile. Face burning hotter, Regina glanced back down at her lap and willed the teacher to continue the roll call.

The rest of the day passed in fairly the same manner, though her facial integrity was threatened no more by stray softballs. She skipped lunch, taking that time to walk around the school grounds. No way in hell was she going to walk into a busy lunch room, scanning for an empty seat and looking like a loser eating alone. Tomorrow, she decided, she would pack her lunch.

Regina's last hour of the day was an elective class. Her mother had willed her to take art, her father had practically begged her to take a creative writing class, but Regina had her own passion: playing the saxophone.

So here she was, walking into a giant room filled with chairs. Along every wall in the room were cubbies, some of which were filled already with backpacks, books, and instrument cases. Regina had already been in this room, early this morning to drop off her saxophone for safekeeping. She walked to her cubby where she hung up her jacket and backpack and brought out her prized instrument. It was a beautiful Selmer sax in black nickel silver, her parents having bought it for her when she'd mastered the clarinet by age fourteen. She'd been a star in her last school's jazz band, praised for her amazing ability at such a young age.

Here in this town, there was no jazz band. Only a regular band class. It would have to do, Regina mused.

After easing the instrument's strap over her shoulder, she stood and scanned the room, which was beginning to fill up. She easily spotted two other saxophone players sitting toward the center of the semi-circle of chairs, and made her way over. "This is our section, right?" she asked a dark-haired girl with a cheap-looking beginner's sax perched on her lap. The girl looked up from where she had been arranging her music, gave Regina and her professional saxophone a haughty once-over, and said, "Uh…yeah. Obviously."

Face once more heating up in embarrassment, Regina took the seat next to the girl. "Sorry, that was a dumb question." she mumbled. "I don't-I don't know this place that well yet."

Almost instantly, the girl softened. "Hey," she said, "I'm sorry. That was rude. I'm Lily Drake. My mom teaches algebra here. You must be the new girl everyone is talking about."

Regina pinched the bridge of her nose before looking over at Lily again. "Everyone is talking about me?" she asked, feeling overwhelmed. "Why?"

Lily laughed. "Have you seen our town? It's not every day we get a new face…let alone one with such famous parents."

Regina was about two seconds from bolting out the room, going to her new house, stealing her mother's credit card and hopping the next flight back to California. Lily seemed to sense her major discomfort and immediately changed the subject. "That's an awesome sax, is that a Selmer?" Regina nodded shyly and presented the instrument for Lily's viewing pleasure. "Yeah. I started playing clarinet when I was ten. My parents bought this for me a couple of years ago. I was in my last high school's jazz band. We even won a few awards last year." Lily looked impressed. "Wow," she breathed, reaching over to carefully touch the smooth gray metal. "It really is beautiful. Maybe you could help me practice sometime, if you're really that good."

It sounded like a friendly challenge, which Regina gladly accepted and launched into Kenny G's "Silhouette". After the first few bars, she closed her eyes and got lost in the music. By the time the last note faded, Regina realized the room was deathly quiet. Opening her eyes, she saw about thirty students and a balding middle-aged man on the podium in front of her, all staring in awe. Blushing furiously once again, Regina sat back in her chair and willed herself to disappear.

"That was beautiful," The band instructor beamed down at her. "Everyone, Regina Mills." The room erupted in applause. Regina glanced at Lily, whose mouth was agape even as she was clapping. "You definitely have to help me practice," she yelled over the noise.

Regina smiled at Lily, her first genuine smile all day.

At the end of the school day, Regina packed up her instrument and made her way home. She lived only about a block from the school, so the walk wasn't terrible. Her walk brought her past the softball fields, where she caught a glimpse of golden hair shining in the rare afternoon sunlight. She stopped in her tracks as she recognized the letterman-jacket-wearing blonde from her algebra class. Swan…Regina couldn't recall her first name, as she'd been trying to bury herself in a figurative hole during that particular roll-call.

Swan was now wearing white softball pants and a black tank top, her uniform shirt abandoned probably somewhere in the dugout. She was pitching, and Regina couldn't help but admire the ripple of her muscles and the rigidity of her stance. Regina was amazed when Swan lurched forward and let a perfect pitch fly toward the batter's face. She looked like she was born to play the sport. She heard the clang of a bat meeting a ball, and watched a thin redhead wearing a helmet zoom to first base.

Regina watched a bit longer, uncaring that she probably looked ridiculous just standing outside the gate, staring. She had never been a sports player, aside from volleyball on the beach, but her father loved baseball and there seemed to always be a game on the big television in their living room.

Regina finally looked away from the practice and continued on her way home, her mind's eye still seeing the blonde Swan, doused in sweat and pitching like her life depended on it.

"Mother? Daddy? I'm home!" Regina yelled as she opened up the front door of the huge house her mother had purchased. She hung her jacked up on a rack by the door and slid her flats off, wiggling her toes in newfound freedom. She missed being barefoot on the beach…

"Do not raise your voice in this house, Regina," she heard her mother yell from the kitchen. Regina smirked. Pot, meet kettle, she mused to herself as she walked through the foyer and sitting room to reach the grand kitchen where it appeared her mother was attempting to cook dinner. "Where's the new housekeeper?" Regina asked, puzzled. Her mother didn't cook. Ever.

"There isn't going to be a housekeeper, dear," Cora said as she squinted over a cookbook. "We've decided that since we're both going to be living at home, we can both handle the upkeep of the house. With your help, of course."

Regina was momentarily astounded. They'd always had a housekeeper…then again, Cora had always been gone and Henry had always been shut in his study, writing. "Oh," was all she managed to say as she sat down at the island.

"I know it's a lot of changes, princesa," came her father's voice from behind her as he entered the kitchen to wrap an arm around her and kiss the top of her head. "But they are good changes. How was your first day at Storybrooke High?" He looked expectantly at her as he took a seat next to her.

"Um," Regina began. Cora looked up from where she was butchering a poor, innocent tomato and pointed the cutting knife at her daughter. "We do not start our sentences with 'um', Regina."

"Sorry, Mother," Regina supplied. "It was different. It wasn't all bad though. I just…miss home." Cora put down the knife and rinsed her hands, drying them quickly on a hand towel, before making her way around the island counter to hug her daughter. "I promise you, Regina," she began, "this move is a good thing. For one, there are fewer earthquakes to worry about." She winked at Regina before going back to her squashed tomato. "This weekend, I'll take you both to my favorite places in town. When I was a girl, I loved going to the ice cream shop on the other side of downtown. It's called 'Any Given Sundae', get it, sundae as in ice cream. It's quite the popular place for people your age to hang out at after school…or at least it used to be. Towns like this don't change much, though."

Regina and Henry politely listened to Cora as she went on and on, reminiscing over her childhood. Regina's grandparents had died in a car accident before Regina was even born, and even though Cora never talked about it, she could tell she still missed them horribly, and they were part of her reason to move home.

Cora's voice faded into background noise after about a half an hour as Regina found herself thinking of hot weather, crashing waves, collecting seashells on the beach, playing volleyball and wakeboarding with her friends, going scuba diving, grabbing refreshing lemonade from the seaside stands…and she suddenly felt very claustrophobic, even in this big house.

"I'm going to take a walk before dinner, Mother," she interrupted Cora before she even thought about it. Cora looked shocked, but with a glance at Henry, her visage softened. "Of course, sweetheart. I think dinner will be ready in…maybe another hour. I have no idea," she admitted as she grudgingly turned back to her cookbook.

Regina heard her father's good-natured laughter all the way out to the back yard. It wasn't much of a yard, but more the clear remnants of what was once a beautiful garden. Hmm, Regina thought as she plucked at a dead bush. Maybe I could learn how to garden.

"Ow, shiiiit."

The loud exclamation caused Regina to nearly jump out of her skin. Whirling around, she was astounded to see Swan, one leg thrown over the back gate, the other appearing to be caught on something. "What are you doing?" Regina gasped, running over to the girl.

Swan at first looked shocked to see her, then shot a guilty sideways grin. "Oh," She said, leaning forward to balance herself over the gate with her hands. "So you're the people that bought this place. You guys haven't set foot outside since moving, have you? But I should have guessed. Nice digs, huh?" She tried to laugh, but ended up wincing.

"You've hurt yourself," Regina stated. "What are you doing climbing our fence? That's trespassing."

"Geez, Regina, calm down. It wasn't trespassing when this house was empty. It's a shortcut to my house from the school. It just slipped my mind that there's people living here now." She swung her other leg over the gate and Regina gasped at the sight of blood on her thigh. She had torn her jeans and now had a deep gash just above her knee. Blood was streaming down her leg and staining the denim. "Shit, I'm a klutz." She hopped down to solid ground and adjusted her backpack. "Sorry," she said. "I probably scared the crap out of you." She shot Regina another smile and limped her way to the front gate-the one with an actual latching door-before Regina called out to her. "Swan!"

Swan turned around, puzzled, and Regina ran over to her. "Come inside, we can get your leg cleaned up."

Emma shook her head, her sweaty curls dancing around her face. "I'm good…I live a few houses down from you, on the other side of the street." She gave Regina a wink and added, "And it's Emma."

"What?" Regina was still staring at Emma's wound, distracted and concerned.

"My first name. It's Emma."

With that, she opened the gate and disappeared when she closed it behind her.

Dinner was disgusting.

"Dinner is delicious, my dear," Henry said, supportive.

"Don't lie to me, Henry Mills," Cora snapped, tossing the burnt-whatever it was-into the trash can and grabbing three TV dinners from the freezer.

A/N: Hi everyone! I'm back with my second story, and I'm going with an AU this time. This one is going to be loooong, so I hope you're ready for a hell of a journey! Let me know what you think so far!