"I am not staying in that." Regina scowled at the dinky motel before them, and although Emma rolled her eyes at Regina's incompetence, she couldn't say she blamed her. A small, beaten up truck was the only other car in the lot and light only shone from one of the dilapidated building's windows. The brick on the outside looked crumbled even in the dark. Emma would be happy if the walls didn't collapse on them. Even still, it was their only option.

"Look, there's nothing else for another three hours, and we're both too tired to drive. Plus, it's cheap. Let's just book a room and get a couple hours of sleep. We can hit the road again at sunrise." She peered at her watch, stifling a yawn. 2:45am. Not the latest she'd ever been driving on a manhunt, but too late for her liking.

"If they even let us in at such an hour," Regina muttered under her breath. She tugged her coat around herself. "Let's get on with it then, Miss Swan. I'm freezing."

Emma swung the duffle bag she'd been using as a suitcase out of the trunk and onto her shoulder. "After you, your majesty." The sarcasm she'd intended was lost in a yawn, and Regina only rolled her eyes before moving to pick up her own bag. Emma stopped her, pushing her hand away and taking the duffel instead. When Regina shot her a questioning look, she shook her head. "You're even more exhausted than I am. I got it."

"I...thank you." Regina swallowed, pausing just a moment before turning towards the building, desperate for relief from the winter chill. Still, she waited for Emma at the door, and held it for her as she entered. Emma gave her a brief smile before heading to the front desk. A tiny, gray-haired lady sat behind the splintering wood, eyes flickering between them.

"How can I help you?" She tilted her head slightly, an amused smile pulling at her lips.

Emma was too tired to be swayed by the woman's demeanor. "One room, two beds, please."

The woman shook her head. "Only one bed in each room. Queen size." She lifted her eyebrows to accentuate the last two words. Great.

Emma sighed, letting her eyes flutter closed for a moment. "Alright. One room, then."

"Excuse me?" Regina's gaze snapped away from the woman behind the desk and locked with Emma's. "You want to share a bed?"

"I don't really want to, Regina, but there's no way we can afford two rooms and gas tomorrow. I figure the car is more important. besides, a queen bed is big enough that we can both fit and be out of each other's way." Normally Emma would offer to sleep on the floor, but after spending ten hours in a car the thought of a mattress was too enticing. She was right anyway, a queen was big enough to share.

"Fine." The word was clipped short. It lacked Regina's usual bite, but Emma could tell she was trying. The woman really must have been as tired as she thought. "So long as you stay on your side."

"Trouble in paradise?" The woman asked as she reached below the desk for what Emma assumed was a room key. Regina opened her mouth as if to respond, and closed it at the last moment. The receptionist chuckled before sliding a heavy brass key across the counter. "Second floor. Room six. What brings you two ladies down here?"

"Road trip," Emma muttered, shifting the bags into a more comfortable position across her shoulders so that she could reach a hand out for the key.

"Visiting all the tourist traps on the way?"

"Tourist traps?" The question was out of Regina's mouth before Emma could reply.

Emma fought the urge to groan. A simple one word answer, a yes or a no could have cut the conversation short, but of course Regina had to keep it going. The sooner they stopped talking to this woman the sooner she could collapse into a mattress. It didn't matter that it was likely to be either stiff or saggy, with scratchy blankets. It was a mattress, and the muscles in Emma's back were screaming for one. Regina wasn't normally one for conversation, either. Did she really have to pick now of all times to be chatty?

The woman nodded vigorously. "Like this one. This hotel is haunted. And down the road, there's-"

"Wait. Haunted?" Emma repeated. The idea of haunted houses had never appealed to her, and a haunted hotel was even worse.

"Oh yes. People are always leaving in the middle of the night, claiming-"

"I don't really want to know, thanks." Emma felt a little bad for cutting her off, but anything the woman said would likely come back to haunt her while she was trying to sleep. And, dammit, Emma was more desperate for some rest than she wanted to admit. She hooked her finger through the ring of the room key before reaching out to wrap her hand around Regina's wrist and tug her towards the staircase in the far corner of the room. Regina started to object, but with a huff allowed herself to be tugged up the stairs.

When Emma pushed the key into the lock and swung the door open, she nearly groaned in relief. She tossed the bags to the floor, ignoring Regina's squeak of protest at the rough treatment of her belongings, and strode forward to the bed. She collapsed face first onto the mattress, splaying her limbs over the comforter with a contented sigh.

She heard Regina drag her duffel bag into the bathroom followed by the sound of the sink running. When the bathroom door scraped open over the carpet again, Emma heard Regina sigh.

"Miss Swan, you're going to have to move."

"Mm." Emma shifted so that she was lying in a straight line, wiggling over to the far side of the bed. The mattress dipped as Regina slid in next to her, tucking herself under the blankets. She let her eyes flutter open, taking in the image of Regina next to her, back turned. It was kind of nice. She let herself enjoy a few more moments on the bed before pushing herself up. Brushing her teeth and washing her face passed in a daze and by the time she was dohe didn't bother to dig through her bag for pajamas. Instead, she simply shucked her outerwear and bra, and flicked the lights off before sliding back into the bed - this time under the covers - in only her tank and panties. "Miss Swan." Regina's voice cut through the darkness.

Emma grunted in what she hoped could be interpreted as a "what?".

"Are you not wearing any clothing?"

She almost rolled her eyes at the stiffness in the other woman's tone. "I'm covered, Regina."

"You're not wearing pajamas."

Emma swallowed. Had she brushed up against Regina or had the other woman seen her? "I'm wearing more than I usually wear to bed. Can we go to sleep now?" She was starting to get a bit annoyed. Regina was tugging her farther into wakefulness with each comment. Regina didn't reply, and Emma let herself drift to sleep.

"Are you still awake?"

Regina flipped so that she was facing Emma. "Yes." She tugged the covers over her shoulders. "I thought you'd gone to sleep." Emma stifled a yawn. "I did, something woke me up." She shivered, following Regina's lead and squirming deeper beneath the covers. The temperature in the room seemed to have dipped by several degrees since she'd last been awake. "Is it cold in here to you?"

"You'd be warmer if you would dress properly," Regina muttered. After a few moments she added, "but yes."

"Regina, I usually sleep naked. Be thankful." The other woman didn't respond. "Does it make you uncomfortable?"

"What?"

"Sharing a bed with me while I'm not...fully clothed."

Regina took a few moments to respond, as if she was thinking carefully over her answer. Emma could see her lips part for several seconds before she actually said anything. "No." The way she said the word sounded foreign, as if it was a shock to her.

"Why?"

"Why am I not uncomfortable?"

"Yeah, why aren't you?" Emma's voice dropped a little. "Aren't you supposed to hate me or something?"

"I don't hate you." The words came quickly and in a matter-of-fact tone.

The blonde shifted, rolling off her stomach so that her body was turned towards Regina and was facing her. "I don't hate you either."

Regina rolled her eyes. "What a relief." Her voice had dropped the earlier innocence and was dripping with her usual sarcasm.

Emma grunted, not dignifying the comment with response. She reached behind her and groped for her cell phone, hitting a button so that the screen glowed to life. 4:32am. "Have you really not been to sleep yet?"

"No."

"How come?"

"There's a blonde idiot who won't stop talking to me," she grumbled.

"I only woke up a few minutes ago." Emma sighed as Regina shifted to her other side so her back was to the other woman. "Alright, I'll leave you alone then."

Several minutes passed and Emma had just closed her eyes again when Regina broke the silence.

"I feel like somebody's watching me."

"What?" Emma sat up, scanning the room. "Do you think there's somebody here? Did somebody follow us?"

"No, of course not. Lay down," Regina snapped. She swallowed audibly and muttered, "It's not important. Go to sleep."

Emma cocked her head to the side, scooting closer to Regina. They'd both already shifted a good deal towards the middle, and she was nearly touching the other woman now. "Was it about what that woman was saying?" She laid a hand on Regina's back. The other woman stiffened, and she couldn't tell whether it was from the contact or her words. She pulled her hand back just in case.

Regina was silent for a moment before she flipped suddenly, her body facing the blonde once again. "Yes," She admitted, her voice small.

Emma laid her head back to the pillow, just a few inches from Regina's. The mayor didn't pull back or flinch this time, and she took that as a good sign. "When I was a kid, in one of the foster homes I stayed at they would play a horror movie every day on the weekend." She swallowed. "I was terrified. I was only six, but there was an older girl there. I wanted her to think I was cool, so I would stay and watch." She lifted a hand, gently trailing a finger over Regina's exposed arm before settling it in what she hoped was a comforting hold. "I'm still freaked out by them. And," She added, glancing around the room, "creepy places."

Regina gave a smile - the tiniest upturn of her lips, but it was there. "The Savior, afraid of a work of fiction?"

Emma raised an eyebrow. "The all-powerful Queen, afraid of a creepy inn?"

"I'm not all-powerful when there's no magic," She muttered. "You think this inn is creepy?"

"Don't you? There's one other room filled at most, the building looks like it might cave in, and that woman said it was haunted."

"And the temperature's dropped by ten degrees in two hours."

"Less than two," Emma murmered. "Are you cold?"

Regina nodded.

"Is that why you're pretty much cuddling with me? I never thought of the Evil Queen as the snuggling type." She was met with a glare and Emma bit her tongue, expecting Regina to pull away from her, both physically and from the conversation. But she didn't, just continued to glare until Emma smiled. "We could call down for some extra blankets."

"No," she said, shaking her head. "I'll be fine."

"Because you're cuddling with me?" More glaring. Emma rolled her eyes. "Okay, I'll stop." To her surprise, a smile broke on Regina's face. "What?"

"It's just been so long since anyone's talked to me like that. Everyone's been too afraid." The smile fell just a tiny bit. "Everything I've done to hurt you and you're here. Doing this. Why?"

Emma swallowed, not quite sure how to respond. She shrugged. "I've seen you in your pajamas. You're not that scary anymore."

"I am too." Apparently Emma's attempt to lighten the mood had worked. Regina sounded almost offended, but there was amusement leaking through. "Don't forget, you still have no idea what I'm capable of."

"Nah, still not scary. I'd almost say cute if I didn't think you'd kill me. And if, you know, you hadn't tried already."

Regina quirked an eyebrow. "Cute? Miss Swan, I will kick you out of this bed."

"I said almost."

"The floor is very cold. I'll be keeping the blankets."

"I said almost!"

"I'm aware." She gave what was obviously meant to be an intimidating smile, but the amusement shown through. "Do you want to test me, Emma?"

"Historically it's been fun, so yeah." She paused for a moment, thinking. "Actually, it's usually fun for you, not me. So the question is do you want me to test you?"

Regina's smile grew wider. "I want you to be quiet and let me sleep."

"You might have to make me."

"Make you?" Her brows shot up. "Emma, I know a thousand ways to make you be quiet. Not all of them are pleasant."

Emma shifted, pushing herself with her elbow. They'd already been close together, and her nose was nearly brushing Regina's now. "So pick one that is."

"Any requests?" Regina breathed, and Emma's grip on her arm tightened, pulling the other woman closer.

"Yeah." She tilted her jaw so that her lips just barely brushed over Regina's. The other woman let out a shuddering breath before she leaned forward, pressing her lips firmly against the blonde's. The kiss was slow and tentative at first, but Emma let a soft, husky noise escape her throat and then Regina was shoving a palm into her shoulder, pushing her onto her back.

Emma's hand jerked back from Regina's arm as if she'd been burned. "Sorry," she began to mumble, but she was cut off when Regina rolled with her, swinging a leg over her hips so she was straddling the blonde. Regina crashed her lips against Emma's. She gave a tiny gasp of surprise, but then a wave of relief crashed over her and she wrapped her arms around Regina, letting her hands trail down the other woman's waist and settle on her hips before letting her hands slip beneath the hem of Regina's shirt. She ran her tongue over the brunette's bottom lip and Regina parted them immediately. The hand that was still on Emma's shoulder slid to tangle in her blonde curls.

Regina tugged and Emma bucked her hips ever so slightly. She could feel Regina smirk at the action, and then she broke away to trail biting kisses down her neck. Emma hissed beneath her and Regina's thumbs hooked into the hem of Emma's shirt, dragging the fabric up over the blonde's torso.

"Wait." The word came out breathy and Emma was sure Regina nearly missed it because she didn't react until the blonde latched a hand around her wrist. She pulled back, brows knitted in confusion. Emma shook her head. "Not tonight."

"What?" Regina sat up a little, putting a few inches of distance between their faces. "Why? Do you not want to?" The words were hushed and Regina's voice was unwavering, but Emma could sense the vulnerability in her question.

Emma shook her head again. "God, no. I want to. But not tonight." She let her eyes flicker to the tiny wall clock. "You've been up for nearly two days. You're exhausted you're probably not thinking straight." She swallowed. She wasn't sure that she'd have been able to stop herself had things gone any further, and the fact that Regina was still straddling her really wasn't helping the situation. "I don't want to do anything you might regret later," she explained, and Regina's face softened.

"I won't," Regina insisted.

"Then you'll still want to after you've slept," Emma whispered, letting her thumb drift circles over Regina's bare skin. She untucked her hands from Regina's shirt and pushed herself upright to give the woman a soft kiss. "Get some rest. And if you still want me tomorrow, I'll be here."

Regina rolled off of her, tucking herself back under the covers beside her. She only nodded by way of response, but Emma saw her eyes drift to the clock. Emma followed her gaze. 5:17. "We're supposed to leave soon."

She almost laughed. "You haven't gotten any rest." Emma turned so that she was on her side again, facing Regina. "Go to sleep, we'll leave in a few hours."

Regina nodded again, indecision crossing her features for a moment. Emma almost asked her what was wrong, but then she brought a hand under Emma's chin and pressed a chaste kiss to her lips. She then settled herself back into the pillow, closing her eyes.

"Goodnight, Regina."

She was met with silence and soon she found herself drifting off again, but she thought she heard a small voice before she blacked out completely.

"Goodnight, Emma."