A/N: First order of business is to publicly state I own nothing and would therefore like to remain un-sued. Thanks for that! Second order of business is to explain that this is not a romance fic, but I am fascinated by the dynamics between Emma and Regina, and I think that there is a lot of exploration that should be done on the complicated relationship they have. So that's what this story has come to do! Hope you enjoy!

Everyone You Meet

"Remember that everyone you meet is afraid of something, loves something, and has lost something." - H. Jackson Jr. Brown

Emma felt like she had been sucker-punched by life. Ever since the curse broke, she had been running on a seemingly endless supply of pure adrenaline. It had carried her through her battle against the wraith, her jump through a portal to a magical land, and every single unbelievably outrageous event that peppered her time there. She had grown so accustomed to being constantly primed for a fight-or-flight response that she had forgotten that wasn't the way people were actually supposed to operate.

And the adrenaline had finally run out.

Only an hour ago she'd had a crazy woman's hand inside her chest, trying to rip her heart from her ribcage. And now she was back in Storybrooke, running a perfectly mundane errand, walking back to Gold's shop to grab Henry's jacket that he had left behind in his excitement at having his mother and grandmother (which was still weird) home. The turnaround left her feeling dizzy and so exhausted that she seriously contemplated pausing to curl up for a nap on the cozy-looking sidewalk.

Secretly, she was grateful for her son's forgetfulness. An entire town's worth of storybook characters come to life were going to be waiting for her at Granny's, and that sounded like a lot more than she could handle right about then. The adrenaline had also done a lot to quiet the pragmatic voice of her disbelief, and now it was starting to pipe up again ... loudly.

Shaking the gnawing doubts from her mind, she opened the door to Gold's shop, threw on some bravado, and marched in like she owned the place, prepared to ignore Gold entirely if he took this as an opportunity to play mind games with her. She was way too close to wit's end to deal with him right now. Surprisingly he was nowhere to be seen, and that suited her just fine. Henry's jacket lay conveniently balled up on the ground near the front counter where he had dropped it, and for a moment, as she picked it up and shook out the dirt, she thought to herself how lovely it was that she could avoid another unwanted conversation.

Until she turned around and saw Regina.

The woman she had come to think of as her enemy was sitting on an antique chair in a tiny alcove near the front window, hunched over with her head in her hands, drawing in short and choppy breaths as quietly as she possibly could. Regina Mills, the Evil Queen of Fairy Tale Land, was crying.

The sight struck Emma dumb. She was used to fighting, bartering, even making grudging alliances ... but crying? She wondered for a minute if she could slip out unnoticed, but realized that Regina probably already knew she was there - that damn door bell! - and was probably playing the same game herself, sitting there quietly and hoping Emma would leave without acknowledging her.

"Uh, Regina?" So much for that.

The mayor coughed, and with as much dignity as she could manage, lifted her head, straightened her shoulders and met Emma's gaze cooly. "Miss Swan," she acknowledged, her voice only slightly gravelly. "What are you doing here?"

"Henry forgot his jacket," Emma replied softly, noticing that despite Regina's best attempts, she was rather less composed than usual. The red eyes and tear streaks made her significantly less forbidding. "Are you ... okay?" The question came out sounding more suspicious than empathetic.

"Peachy," she said flatly. She was practically radiating defensiveness at being caught so vulnerable. "It seems you've found what you're looking for. You should probably be getting that back to my son."

Emma bristled instinctively at Regina's claim on Henry, but tried to shrug it off. Her curiousity had gotten the best of her. "What's wrong?"

"My personal matters are none of your business," she snapped. "Why on earth should you care, anyway?"

Emma had to admit she had a point. She seriously considered that question. "Well, most decent people tend check in when they see someone crying. It's this weird thing called 'kindness'." She was pretty sure that sometimes the sarcasm just leaked out on its own.

Sneering, Regina stood up, still looking rather more wobbly than usual. "Yes, well I know that as far as you're all concerned, I've no understanding of kindness, nor do I deserve any. This is clearly a waste of your time. Please run along back to your happy little family celebration and leave me be."

Pausing, Emma studied Regina for a moment, which the mayor noticed and scowled. Then it clicked. "You're upset that Henry didn't ask you to come with us," she whispered, almost to herself.

"I am not a child who didn't get invited to a birthday party," Regina snapped, all trace of weakness gone now. "Stop trying to analyze me, you make a fool of yourself."

"No, I'm right," Emma said confidently. "You were so happy when he hugged you, when he said he thought you'd changed. But then he came with us." The nearly imperceptible flash of pain on Regina's face confirmed it.

The mayor spun and paced toward the window, looking out to the street beyond, unwilling to meet Emma's gaze. She was silent for a long time. "I miss my son," she finally admitted quietly, her voice still full of barbs. "It should come as no surprise to you, we have battled over this since the day we met. And you've won."

"Really?" Emma asked incredulously, raising an eyebrow. "That's it? You're done fighting me?"

"Make no mistake, Miss Swan, I will never stop fighting for him. But much has changed since you've been off prancing around in my land. The fight ... looks different now." Her voice dropped to barely a whisper and Emma wondered if she heard the next words correctly. "And no matter what I do, he chooses you." The pain was etched in every syllable.

If possible, Emma's emotions were getting even more confused as their conversation dragged on, and when she got confused, she got defensive. "You brought this on yourself, you know," she pointed out accusingly. "You chased him away."

"How dare you?" Regina snarled, spinning on heel to stare down the sheriff. "I have always given him everything!"

"Your psychotic search for vengeance killed him!" Emma exclaimed, all of her old fury at that situation returning sharply. She snapped out of her stupor and swiftly crossed the distance between herself and Regina, stopping only when their faces were inches apart. "You've kept this entire town trapped in a curse for twenty-eight years! It's your fault I grew up without parents!"

Regina was quiet for a moment. "I have made mistakes," she at last acknowledged softly, never shifting her narrowed eyes from Emma's fierce glare.

"A 'mistake' is dropping off the wrong clothes at the dry cleaners. Everything you have done, for as far back as anyone in this town can remember, is called 'evil.'"

Regina didn't back away, even though they were still standing uncomfortably close. She waited a long moment before speaking quietly and calmly. "And naturally, you see it the way your family of heroes always has: in black and white. Right and wrong, good and evil, extremes without any middle ground."

"What the hell is that supposed to mean?" Emma snapped with annoyance.

Regina sighed and turned away, finally breaking their hostile staring contest. She moved a few paces away to lean against a grand old bookcase and resumed staring out the window. The aggression seemed to melt away from her, leaving behind a visible exhaustion etched into her every feature. When she spoke again, her voice was soft and weary.

"I have not always been the Evil Queen, you know," she said vaguely.

"What happened?" There was a twinge of sarcasm in Emma's tone, but also sincere curiousity. This was the first time she'd had a chance to talk with the mayor one-on-one since Henry's "crazy" theory had been proven true.

Regina's response was a long time coming, and simple when at last it did. "Sometimes, Miss Swan, evil is not born. It is created."

Emma frowned as images of Cora flew through her mind. The bodies of hundreds of people strewn across the ground, their still-beating hearts having been torn mercilessly from their chests; the cruelty with which she hunted Emma and Snow; the way she could so effortlessly feign innocence so that even Emma did not detect her lies; the empty madness that swirled in her eyes whenever she dropped her act. Cora was true evil, perhaps the truest Emma had ever witnessed; there wasn't even a shred of anything else left in her. She knew that Regina was capable of just as many horrific deeds, had killed just as many people, but her eyes lacked that madness. There were moments - like this one - where she showed true humanity.

Unbidden, an image of a young Regina crept into Emma's mind; she could only imagine that as a child, Regina had once been just as horrified by her mother's actions as the rest of the kingdom had since been by hers. In that moment, Emma couldn't help but feel sad for the woman that stood before her, imagining who she might have become if she had been given any other chance.

"Cora," Emma summarized her thoughts simply.

Meeting the sheriff's gaze once more, Regina offered a single, slow nod. "Among others. Helped along by my own foolish ideas, of course."

Feeling a stab of sympathy that she didn't know what to do with, Emma was at a loss for how to respond. Instead, she picked a simpler strategy and changed the subject.

"You know, you could probably get away with just calling me Emma," she remarked. "Given our history, I think we're slightly past the point of formalities."

Regina snorted softly. "Perhaps."

"Henry really seems to think you've changed," Emma observed after a moment's hesitation. "That's a pretty big difference from how it was when I left."

"I'm trying," Regina whispered, closing her eyes. The words were achingly honest and filled with a deep longing. The woman standing before her was not the Regina of Emma's memories; she looked defeated, even her anger reduced to the mere product of desperation.

"Why the sudden change of heart?" She couldn't keep the suspicion from her tone.

Regina shook her head, tears glimmering in her eyes. "I don't know. All I know is that I can't lose him. He's the only thing left in any world that matters to me."

At the beginning of their rivalry, Emma had asked Regina if she loved Henry. She needed to know if her dislike of the woman was the product of unfair jealousy or a legitimate concern for his wellbeing. Her internal lie detector had gone haywire when the mayor claimed to love the boy; there hadn't been even a shred of honesty. This time, though, the heartbreak in her words went right to the very core of her being. Emma was beginning to see why Henry said she had changed.

"When the curse broke, things ... changed," Regina attempted to explain. "I began to feel things that I haven't felt since -" She cut off sharply and shook her head.

"Since before you were the Evil Queen?" Emma ventured cautiously.

Slowly, Regina nodded, staring at something a million miles away. "Since before I found magic. Before I sought vengeance." She barked out a short, bitter laugh. "They tell you magic comes at a price, but no one mentions that the price may be your very soul. I began using magic to bring back Daniel, to elude my mother. Despite what you may think, I did not want to hurt anyone. But the more I used, the angrier I became, and that anger drove me to chase after darker and darker magicks. At some point along the way, it stopped being about Daniel. It stopped being about me. It was all about power." She sighed. "And so it has been for over twenty-eight years."

"Until now?"

"Until the curse broke and I found that I got no satisfaction out of forcing Henry to stay with me. I don't want to own him; I don't want to be my mother," Regina spat.

Emma had been studying Regina for any sign of a lie, but she could find none. "Why are you telling me all this?" she asked curiously.

"I am not trying to trick you, if that is what you are implying," Regina remarked crisply.

"It wasn't, actually," Emma said honestly.

Regina seemed to consider that and when she chose to accept the truth of it, her guard visibly dropped. "I don't know why I'm telling you any of this," she said with a shrug. It was her turn to study Emma intently. "Maybe you're the first person who has ever asked me about 'why' and seemed to care to know the answer."

In a moment of startling clarity, Emma realized that she and Regina were actually not all that different. There was a familiar expression of pain on Regina's face today, something Emma had felt all too often whenever life was teaching her (yet again) that she had hoped foolishly for someone to believe in. They had both spent a lifetime being hurt by the people who were supposed to help them, being left alone by the few they chose to trust. The only difference was how they had chosen to cope with it: Emma with emotional walls and resentment and a tiny unnamed hope that maybe one day, if she could be good enough, someone would love her; and Regina with such a strong desperation to never again be at the mercy of another that she clung to power wherever she could find it, even as it slowly destroyed her.

What might Regina have been if she had never touched magic?

What would Emma herself have become if she had been given such corrosive power when she was young and scared and still at the violent mercy of the adults she'd been entrusted to?

Officially out of ideas for how to deal with the confusion she was feeling, Emma stopped trying to carefully piece together responses and instead began rambling.

"Look, Regina, I honestly have no idea what to think about anything anymore," she admitted, shifting her weight back and forth as she spoke. She was feeling far too edgy to stand still. "I've spent the last couple of weeks in fucking fairy tale land. My mother is Snow White. Part of me legitimately thinks I've gone insane and I'm actually sitting in an asylum somewhere dreaming all of this because that makes more sense than any other explanation. And now the one thing I thought I could count on - you being evil - is also getting twisted around on me, and I don't have a single clue how to begin to process any of it."

"You may think whatever you like," Regina replied simply. "I am not seeking anything."

"Yeah, exactly. That's different."

Regina said nothing, but nodded slightly, an acknowledgement that Emma had a point. A few weeks ago, any vulnerability on her part would only have been part of a ploy.

Emma sighed, running her fingers through her hair anxiously, hardly believing what she was about to do. "I'll, uh ... I'll talk to Henry," she said haltingly. "And it's going to be totally up to him, but if he wants to, when he's ready, maybe one of these days we can all ... get dinner. Or ... something." As strange as it was to picture sitting around a table making idle chit-chat with Regina and Henry, Emma knew that it was the right thing to do.

Hope and (was Emma imagining it?) gratitude flashed across Regina's face for a moment, followed quickly by the expected suspicion. "Why would you do that for me?"

Half shrugging, Emma shook her head. "I guess I think if you really want to change, you need someone to give you a chance."

She definitely wasn't imagining the gratitude on the mayor's face this time. Even though she believed in her own words, she still felt uncomfortable dropping her guard and rushed to continue. "And honestly, it's mostly for Henry. Because he does care about you, Regina. He's scared of what you do, what you're capable of, and he doesn't trust you anymore, but he wishes that he could. He still believes in ... well, I guess saying he believes in fairy tales is kind of a useless turn of phrase these days, isn't it? The point is he believes in happy endings. He believes in the good of people. And he wants to believe in you."

"Has he told you that?" Regina whispered with amazement, watching Emma closely.

"He doesn't have to," she shrugged. "He begged me to stop the town from killing you when the curse broke. He was so happy with you just now, so proud to tell me that you helped save us. It's there. If you can actually become the person he wants you to be ... if you can keep your promises ... then you haven't lost him. Not yet."

She let out a sign of relief, her entire body seeming to sag in exhaustion. She nodded to herself at Emma's words, looking near tears again. "Do you really think he'll give me another chance?"

"That is entirely up to you."

Regina's head snapped up and she stared at Emma intently, looking both fierce and puzzled.

"What?" Emma asked, wondering what she had said to cause such a reaction.

Shaking her head slightly, Regina frowned. "Someone else told me that once ... a long time ago."

"Yeah, well ... don't screw it up this time."

Regina raised an eyebrow. "You certainly didn't inherit your parents' gift for motivational speeches."

"And I hope to hell you didn't inherit your mother's particular type of crazy," Emma returned. "Because to be honest, she makes you look downright cuddly."

Regina almost laughed at that comparison. The sound was brief and tinged with a disbelieving hysteria, but it was the closest thing to real laughter Emma had ever heard from her.

Her eyes darkened a moment later. "I am not Cora!" she snarled, but the ferocity in her tone was directed only at herself: a declaration. She fixed her gaze on an old globe sitting on a nearby table and seemed to stare through it. "I will not do to Henry what she did to me."

"Good," said Emma simply. "Then it sounds like you've got a place to start."

Slowly, Regina nodded to herself. "Indeed."

Their conversation gave way to a mutually introspective silence, each of them lost in their own contemplations. The silence between them was calm now in a way that it had never been before; there were still walls and defenses, but there was also a new understanding.

After a minute, Emma cleared her throat and scratched her head awkwardly. "I should probably get going before Mary Margaret sends a search party," she explained. "She's a little ... overprotective."

"Of course," Regina replied

"I'll talk to Henry," she promised. "I think there's a welcome back dinner thing tomorrow night. If he's okay with it, maybe you can join us."

Her brow furrowed. "I don't imagine the rest of the town will be quite so welcoming."

Emma shrugged. "They can get over it. Henry deserves to have a family that isn't constantly at war with each other. And if you really do want to change, you're going to have to face them at some point."

Looking decidedly less than thrilled, Regina nodded without comment. Emma knew that it would probably be a long time before any of the animosity between Regina and the people of Storybrooke faded, but if she could keep murderous mobs from forming, it was a start.

"One thing, though ... if he wants to do this, you need to promise me something," Emma warned seriously. Regina looked at her expectantly. "You can't do magic. You can't hurt people, you can't show this side of youself to him and the Evil Queen side to everyone else. You have to be someone he can trust to love him. Through and through, all the time, every day."

After a pause, Regina said softly, "I am trying. I cannot say it's easy or that I may not make mistakes, but I can promise you that I will continue to try. I have hurt him enough, I don't want to do it anymore."

It was the best she was going to get, and it was sincere. Emma nodded. "If you start slipping ... if this ends up hurting him ... you will lose him. You're only getting this chance once."

She was expecting this warning to snap the mayor into a defensive mood, but she was surprised to see Regina looking at her with something vaguely akin to respect. "Naturally. And of course I expect that you will protect him; you will not like my response if he is hurt while in your care."

"He won't be," Emma promised.

Regina nodded. It seemed there was nothing left to be said. After a moment of silence, Emma turned and began to walk back toward the door, but just before she grabbed the doorknob, Regina's voice stopped her.

"Emma."

Surprised that the mayor had actually taken her off-hand comment seriously, Emma turned around curiously.

"Thank you."

Emma's internal lie detector was quiet and Regina met her gaze sincerely, grateful for this chance that no one else had been willing to give her.

"Don't thank me yet," Emma challenged softly. "Just prove me right."

Regina set her jaw and her eyes flashed with a fierce determination.

"I will."