A week after Regina's failed seduction and David showed up at her door, a duffle bag slung over one shoulder and a sheepish look on his face. Regina was actually stunned into speechlessness for a moment before half-stuttering out, "David! Wh-what are you doing here?"

"Yeah…" David rubbed a hand over the back of his neck. "Um, a pipe burst at Granny's, I was hoping maybe I could take over your couch until it's fixed and dried out?"

Regina's tongue darted out, wetting her bottom lip. "I'm not sure that's a good idea…" What am I saying? she thought, This is the perfect chance for a second try!

"Please, Regina? You're the only option I have that isn't getting Emma to let me crash in a jail cell." David perked up a little, adding, "And hey, if you'll accept Granny's rate, I can pay you for the trouble."

"Oh, please." Regina waved him off with a roll of her eyes. "I'm not going to charge you, David. You're my," the briefest hesitation, "friend." She opened the door wider, motioning for him to come in.

David's relief was palpable as he stepped inside and grinned at her. "Thanks, Regina. This means a lot to me."

"Yes, well." Regina shifted, slightly uncomfortable at the attention. "There's a guest room at the top of the stairs, first door to the right. No guest in my home will sleep on the couch."

Although the last thing he wanted was to make Regina more uncomfortable, David couldn't quite contain himself, and impulsively reached for the brunette's hand. "Thank you," he said again, looking deeply into her eyes for a long moment. Then he squeezed her fingers gently and smiled once more before heading in the indicated direction.

Dinner could only be described as odd, alternating between silence, casual conversation about David's job at the animal shelter, and Henry's invasive questions as to why he wasn't staying with Mary Margaret – his True Love. After the third question, Regina had snapped at him to quit being nosy and finish his dinner, which resulted in a sulky ten-year-old storming from the table to his room, door slamming loudly.

Regina's jaw flexed tightly, fingers gripping her knife and fork so tightly her knuckles turned white.

"Hey," David said gently, catching her attention with his voice and a hand on her shoulder. "He'll come around, you know. All kids go through a phase when they hate their parents – it's just worse for you because you're alone, and he has this thing about 'the curse'."

Pushing out a breath that was supposed to be a chuckle, Regina shook her head. "I used to think it would get better," she confessed. "Last year, when it was just the two of us. We… had trouble, talking to each other. And I never kept it from him that he was adopted, so he would talk about how I wasn't his real mother, so I didn't have to love him. Then he got that book. Ran away to Boston and brought Miss Swan back here. And she. Wouldn't. Leave.

"She gave him up. She didn't want him. I did. I do. I chose him. I knew, from the moment I saw him, that he was my son. I didn't even know I could feel so much for another person. Years of emptiness, and then there was this tiny little person, who needed me, who loved me unconditionally. Now it seems that the more I reach for that again, the more I try to get him back, the more I lose him. And I'm beginning to think that he'll never come back to me."

After a long silence, Regina suddenly blinked, realizing what she'd said. "Oh… God, David, I'm sorry. I didn't mean to say all of that."

David simply smiled, and stilled her shaking head with his heads, holding her steady and meeting her gaze. "Don't apologize," he said warmly. "You've certainly listened to me go on about my problems. Friendship is a two-way street, Regina. I'm happy to listen whenever you need it. And it seems like tonight, you needed it." He let go of her then, and stood, collecting the dishes. "Now. This time I'll actually do the dishes, instead of leaving them in your sink and running away."

As before, Regina followed him into the kitchen. "Well, last time it wasn't running away so much as being chased away," she chuckled, a softly sheepish sound.

David glanced at her out of the corner of his eye. "No," he corrected. "I was definitely running away."

"Oh. Well." Regina bit her lip around a grin. "I'll leave you to the dishes, then."

Movement on the stairs woke Regina, and she listened drowsily to the descending footsteps. The door didn't open, like she would've expected if Henry was sneaking off to see Emma (or David was sneaking off to see Mary Margaret, her brain added), but the steps didn't sound on the stairs again like they would have if their owner was simply getting a drink or a midnight snack.

Curiosity piqued, Regina pulled herself out of bed, wrapping a robe around her before heading downstairs. She was running her fingers through her hair when she rounded the corner into the living room, seeing David pacing.

He stopped upon seeing her, looking guilty. "Did I wake you up?"

"Yes," Regina responded simply. Then she took pity on him, adding, "Mother's ears. I wake up when I hear movement."

"Sorry about that. I couldn't sleep."

Regina sat half-sideways on the couch, motioning him to sit as well. "Need to talk?"

Sighing, David flopped onto the couch. "No. Yes. I don't know."

"Well that narrows it down," Regina deadpanned.

David glanced at her out of the corner of his eye and smirked. "Glad to be of help."

"You know, when I first put Henry in therapy, I went with him." Catching David's look, Regina admonished, "Don't look so surprised. We were having trouble communicating, and I wanted to help my son. Anyway. One of the things Dr. Hopper had us do was word association. Just saying the first thing that comes to mind."

"So you want to do therapy exercises with me?" David asked skeptically.

Regina smiled, blinking slowly. "It's two in the morning and you can't sleep. You don't want to talk, but you need to. It's non-threatening. If what you need to say comes out, you'll feel better. If it doesn't, it's not the right time, or I'm not the right person."

"Huh." David thought that over. "You're pretty smart, you know that, Madame Mayor?"

Letting out a low chuckle, Regina murmured, "Well running a town isn't exactly easy. So, would you like to start?"

"Um…" David glanced around the room. "White."

"Snow," Regina said instantly, her lip curling.

David tilted his head curiously. "Winter."

"Cold."

"Warm."

"Comfort."

"Comfortable."

"That doesn't count!" Regina exclaimed laughing. "That's just a variation of my word!"

"Hey, it's what came to mind!" David defended himself.

Regina rolled her eyes. "Fine."

"Good."

"Evil."

"Queen."

Regina nearly flinched, making David regret the word that had passed his lips. "Hurt."

"Comfort."

Lips quirking a little, at that, Regina replied, "Impossible."

"Challenge."

"Quest."

"Accepted."

"Denied."

"Advance."

Pulling back slightly in surprise, Regina opened her mouth to question him, then stopped. Something in her wanted to continue the game, see where it was going, even as residual embarrassment over that night caused her cheeks to flush. "Mistake."

David frowned. "Regret."

"Disbelief."

Shifting closer to her, David countered, "Want."

Regina's eyes widened, her heart stuttering in her chest. He couldn't mean… "Confusion," she whispered.

"Desire." David reached out with one hand, bringing it to cup Regina's cheek, watching as her eyes closed and she leaned into the touch.

"I don't understand, David," Regina said, still whispering. She opened her eyes to look at him. "You didn't want…" me. "You said that what we have is great."

"It is," David agreed. "But I think it could be better."

Turning her face into his palm, Regina closed her eyes again. "What changed?"

"I turned you down," he said simply. When her eyes turned to him once again, he elaborated. "And I regretted it. God how I regret it. And I think… it took that regret for me to realize what I want."

Regina's eyes went wide, and she sat up straight, pulling away from him. "… what?"

Despite the less-than-encouraging response, David plowed on. "I care about you, Regina. And I… I know things aren't going to work out with Kathryn. We've changed, or I've changed, I don't know. But we both know it's over. And… Mary Margaret… I don't even know where that came from, to be honest. I mean, I don't really know anything about her. But you. You're different. I can talk to you. I've gotten to know you, as me, as who I am now. And I've come to realize just how very special you are to me."

By the end of David's little speech, Regina's eyes were shining with tears as she sat completely blindsided by this turn of events. But she couldn't deny how much she wanted it, the tug in her heart that urged her to take a chance no matter how badly she would be burned once the curse broke. "Are you sure?" she asked, her voice an emotion-filled rasp.

"I am," David said confidently, reaching out to her again. "Take a chance with me, Regina," he urged gently. "You don't have to go through life alone."

A small sob escaped her as he hit her trigger, and she tearfully nodded. "Okay," she agreed.

"Yeah?" David asked, a smile beginning to stretch his lips.

"Yes," Regina said, letting her own (slightly damp) smile break forth.

David simply grinned at her for a moment, before asking, "May I kiss you, Regina?"

Swallowing, Regina nodded. No one had ever asked to kiss her before. Even Daniel had simply taken non-verbal cues from her.

Cupping Regina's face once more, David carefully drew her closer, brushing their lips together. He held them there, mouths just touching, lingering, breathing the other in. Then he slipped one hand into Regina's hair, the soft strands threaded through his fingers, and he deepened the kiss, his lips locking with Regina's.

Her lips parted, but he simply closed his around her bottom lip, reveling in the hint of dampness from her mouth, but not wanting to seek more, just yet. If there was one thing he'd picked up on with Regina, it was that she needed someone to be gentle with her. And he could and would take his time and earn her trust.

The drew to a slow close, and when Regina opened her eyes to look at him again, her gaze was hazy. "Wow," she breathed inadvertently.

David chuckled quietly. "Agreed." He pressed his lips to her temple and murmured, lightly teasing, "I think I've kept you awake long enough… you must be tired, and I feel much better after baring my soul."

"Mmm," Regina hummed, inhaling deeply. "I'll see you in the morning?" she asked, unusually hesitant.

David smiled reassuringly. "I promise." Regina's return smile was a little shy, and she ducked her head slightly before heading upstairs to bed. David waited a few more minutes, just breathing and sorting through the seismic shift in his life over the evening. Despite the radical change, he couldn't help but feel that this was simply right.