A/N: I tried to quote a few sentences from the dialogue in the episode, but I did it from memory so please forgive if it's inaccurate.

It was wrong for her to have tracked her fiancé down when Emma specifically asked her not too, but having a bounty hunter girlfriend she had picked up on a few tricks of the trade. She reasoned that Emma wouldn't know the first thing about running away if it hadn't been for her when they first met. The girl couldn't even steal a box of pop-tarts.

What was she supposed to think when the day after she had asked Emma to marry her, she said 'yes' and then decided to take Henry and leave town?

Her suspicions reached hazard level red when the strange man rocking an Emo/Goth vibe showed up at Emma's apartment and made some overly intrusive assumptions about her girlfriend. She knew that Emma had a mysterious past, but now she felt more confused than anything else. She knows that Emma will be mad that she's come. She's okay with that.

Before they met again-almost 10 months ago, she hadn't spoken Emma in years, but the devastation and loss she experienced when Emma left her sitting in the car that night after they broke into the summer home never really left her. When Emma tracked her down and showed up at her door it was surreal. Emma had an 11 year old son, who was sweet and precocious and highly intelligent. Emma had kept him sheltered from her for the first few months of their relationship, but she had come to love the boy more and more over the course of their progressing relationship. She had come to view Emma and Henry as her family.

When she had asked Emma why she had decided to contact her, she never really got a satisfactory answer. Emma said she had dreams about her, and something in her made her have to find her. She felt it was their destiny to be together. At first, Lily didn't want more than a friendship with Emma, but even in the one night they had shared as teens she knew there was always something more brewing between them. She hadn't immediately recognized the feeling, but Emma was so different than she remembered, and she often had to remind herself that people grow up and change. They both had and Emma had become a confident and beautiful woman with a good job and good taste.

Maybe Lily had always loved her, but when Emma said the words to her and claimed her lips in a kiss one night when they went ice skating at Rockefeller center, Lily knew for sure that she never wanted to be apart from Emma again. They had talked and forgiven one another, and cried together. It was beautiful and unexpected. That's why Lily decided that after a year of dating that she would be the one to ask Emma to marry her. She'd said 'yes,' Lily reminded herself as her hands shook and jealousy flared within her.

When Emma had taken off with Henry the night after their engagement, and given little explanation to where she was going, Lily felt crushed. She didn't understand why Emma didn't want her to come too. She couldn't even look her in the eye when she mumbled something about visiting family and that she didn't know when she'd return to New York. The unspoken question had been 'if' she'd return to New York, and return to their life together.

As far as Lily knew, Emma didn't have any family at all, but she didn't understand why she would lie to her. She wasn't going to be pushed aside easily, not when she had waited so long to be with the woman she had often thought about and had come to love.

The town had been somewhat difficult to find, but she had paid close attention and she was sure this was it: Storybrooke. Spotting Emma's bug parked on Main Street, she knew she was in the right place. She started to push her way into the diner to confront her and let her presence be known, but something stopped her.

Emma was leading another woman away and to the back of the diner. She hadn't gotten a full and clear view, but this woman looked quite similar to Lily herself. The familiarity and tenderness Emma showed toward her was disconcerting to say the least.

She made her way around to the back and slipped through the back door that led up to the Inn, flattening her back against the wall that led down to a laundry room when she heard what she presumed was the dark haired woman's whispered voice in conversation with Emma.

"He looked right through me."

"Because he doesn't remember you."

"But you clearly do. Why are you here?"

"Storybrooke, a new curse, a missing year: What do you think?

"I mean how did you know to come back?"

The eavesdropping was interrupted by someone coming up from the basement, and Lily slipped back outside to avoid detection, tears slipping down her cheeks. She had more questions than answers, but it was clear that Emma had kept a large part of her history from her.

Then Emma was gone, dashing off with a crew of strangers and Lily didn't know what to do with herself. It was Henry who spotted her first, and ran up to her on the street. He tugged her hand until she followed him into an alleyway.

"Lily! This place is so weird. Is that woman your sister?" He didn't waste time with any more explanation or even ask why she had come. She could see in his eyes that he hoped that she'd have the answers.

She didn't know anything, but she assumed her best bet was to talk to the strange woman who looked so much like her. It turned out she didn't need to wait for long, because the woman found her, holding Henry's hand.

"Who are you? And what are you doing with my- with him?" Regina had demanded more answers.

"I'm with Emma," she responded with a confused shake of her head. "Do you know where she went?"

"Emma is busy, and she didn't mention traveling here with a…companion. I suggest you unhand Henry this instant."

"It's okay, this is Lily. She's my mom's girlfriend," Henry informed the angry looking woman. A flurry of emotions swept over her features and she took a long moment looking Lily up and down.

"We're engaged, actually," Lily supplied with defiance. "And I really need to find her and figure out what exactly this is going on here."

Regina continued to look skeptical, and she didn't know whether to look at Lily or Henry, but eventually her posture softened and she sighed. "This complicates things."

"How do you know Emma?" Lily couldn't help but ask. The steady gaze and slight tinge of guilt that Regina showed confirmed her suspicions. This Regina was clearly familiar with Henry, but he didn't seem to recognize her. She must be an old girlfriend lily decided. Emma had a 'type' it seemed. Perhaps she had been in Emma's life when Henry was just a baby. That might explain things.

Regina looked worried and uncomfortable; Lily watched her shiver and her face turned upwards toward the sky. "Henry, why don't you take your mom's fiancé up to your room and I will get in touch with Emma?"

….

"With you I can always tell when you're lying," Emma reclined in the office chair and offered a watery smile.

"Even though you know I can't live without him?"

"See there you go telling the truth again," Emma smiled wider and Regina looked as though she was going to burst into tears. For Emma, it had been a year since they'd seen each other, and a whole lifetime filled with new memories to shift through. With the new curse, it only seemed like a few days had passed since Regina had sent Henry and Emma away. She realized she never wanted her to leave again.

"We have another problem," Regina cleared her throat and tried not to let her curiosity and jealousy show in her voice. She felt more self-conscious, as she truly did believe Emma could tell when she was lying. "Your…Lily? She's here."

"What?" Emma was in disbelief. "How do you know that?"

"I ran into her with Henry outside the diner. I believe she's with Henry in the room," Regina watched her face closely.

"This is bad…I should be used to my whole life changing unexpectedly by now, but I can't do this…" Emma gestured between them vaguely before continuing, frustration evident in her tone, "…with her here. She doesn't know, Regina. She doesn't know about any of it."

"Who is she?" Regina asked and this time the jealousy wasn't so subtle. "And what are we going to do about her?"

….

Everything was just a little bit off in this town. Lily hadn't stayed in the small, boring room in the Inn. She didn't trust Regina. She and Henry went for a walk. People seemed to stare at them and the effect was disconcerting. They went out from the middle of the town and walked through a park there was a lake. The air was chilly, but Lily felt that she needed the freshness to clear her head.

Her mind raced, wondering about Emma and the strangers here. Regina was most certainly her ex girlfriend and she couldn't help but think that perhaps Emma had gotten cold feet and come here for a second chance with her: a new life or an old life that she used to live. Whatever. What did Regina have that she didn't? Why would Emma accept her proposal if she didn't want to be with her? The thoughts made her blood boil.

"Mom!" Henry looked up from his video game as he and Lily sat on a bench, and Emma jogged up to them.

"Hey," her voice sounded uneasy and Lily could tell she was trying too hard to sound casual.

"I've been looking for you," Lily said by way of greeting. "And I found you." Her voice dropped in blatant pain.

"Yeah…look, I um..I need to be here, and I didn't think you'd follow me. I'm sorry if things don't make sense right now," Emma faltered in her apology. She didn't know what to say, but she knew what she had to do.

"I think I'm starting to understand…you want to be with her, don't you?"

"Who?" Emma had feared that Lily had heard too much about the curse or perhaps seen a flying monkey circling in the sky, but now to hear her and seen the hurt in her expression, she realized her confusion stemmed from a much more mundane and human pain.

"Regina, your ex-girlfriend! She seems awfully familiar with Henry… how long were you two together anyhow?" Lily spat the words out, and Henry stepped backwards, reeling from seeing the usually calm and fun woman lose her cool.

Emma took a deep breath and steeled herself. She closed her eyes before trying to explain, "That's not what's going on here. It's a lot more complicated than that."

"No, it's not! You got scared and left. That's what you do…"

Tears flowed freely out of Emma's eyes; her face reddened with grief because she couldn't tell her what was really going on. She had to let Lily believe it.

"Henry, go back to the Inn, okay?" Emma nodded to him that he had to trust her and he walked away sadly without looking back.

Emma looked at the small vile of black liquid in her palm. Regina hadn't been able to make a potion to get people to remember their lost memories, but she had been able to make one that could make a person forget. The desire to forget was always stronger than the need to remember.

"I'm so sorry. I'll always think about you. I really do love you, and that's why I'm doing this," Emma pulled the cap off of the potion and held it out to her.

"What is that? I'm not in the mood to drink," Lily took a step back. "Emma, you're scaring me."

"I know."

She rationalized that the truth was much scarier.

…..

Sometimes Lily would dream of a blonde woman with green eyes and her son, but she could never remember their names after she woke up.