Emma coaxed Regina into the bedroom, smirking as she kicked her heels off and left them at the door. She sat on the edge of the bed, watching Regina padded in and closed the door behind her, her hands folding in front of her shyly. "You can't possibly be modest after all that…" Emma jibbed, pulling her legs up into her chest as she settled against the headboard.

"Hubris." Regina replied simply, slowly crossing the room and sitting on the other side of the bed, tucking a lock of hair behind her ear.

"Your hair is so long…" said Emma, her fingers itching to touch Regina again. "It looks good."

"You brought me to the bedroom to compliment my hair." Regina deadpanned.

"I could braid it too…"

"You said you couldn't summon your magic in the ice cave, why?"

"Way to kill the mood." Emma straightened up against the headboard, studying Regina as she sat sideways to face her, her left leg up on the mattress. It made her look younger than she felt. "I just…I couldn't. you said my magic was based in emotions and I just…I guess I felt lost. Elsa said that her sister helped her balance her power so I wondered if maybe that was the same for me."

"So you felt sympathy and couldn't perform magic."

"No, not sympathy."

Regina watched as Emma searched for the right words, already knowing what she was going to say but wanting to hear her say it out loud. "Then what?"

"Every time I've performed magic, you were around. I honestly didn't think with the ice creature I'd be able to do anything to it but I managed…something. Then you showed up." She shrugged. She didn't want to mention she and Killian had been trying to lure the monster away and ran directly into Robin and Marian in the woods.

The corner of Regina's mouth quirked into a small smile. "So you think your powers are tied to mine?"

"Why wouldn't they be? If it's about emotions and light magic it doesn't get much more powerful than when I think of you. It has to be something true and pure doesn't it? I managed to do it when Henry was in danger…" she shrugged. "I don't know. I don't know how to use it or how to control it I just know it works when I'm near you."

"How close do I need to be?" Regina teased, inching closer to Emma on the bedspread.

"As close as you can get…" Emma murmured, a chill passing through her as Regina closed the gap between them, a predatory look in her dark brown eyes. When she was inches away, Emma could feel electricity passing between them, the hairs on her arms standing on end. "I think you can get a little closer…"

"I don't think I've been this close to you when you've performed magic Ms. Swan…" Regina smirked, her mouth hovering inches away from Emma's, her eyes hooded and roaming Emma's face.

"I think I know something you haven't taught me…" Emma purred, leaning in and closing the gap between them, burying her fingers in the fabric of Regina's blouse. She pulled hard, worrying it would tear but she didn't really care as she felt Regina collapse into her as she sank against the headboard, pulling Regina right on top. A low growl issued from Emma's throat as Regina's hips rolled against her, the contact sparking a slow burn in her belly. They were a tangle of limbs caught in the blanket and tugging at each other. Regina's teeth grazed Emma's bottom lip as Emma's fingers deftly unbuttoned the offending blouse. She was working quickly, blindly as they kissed, Regina dominating every moment of it before Emma breathlessly broke contact, her hands tugging at the blouse shucking it to the floor. Her fingertips trailed down Regina's back, appreciating the shiver that passed through her. She watched Regina intently as she hovered above her, lips bruised from kissing and eyes smokey with lust, the corners of her mouth tugged into a smirk as she purposely stopped her caress at the top of Regina's shoulders, fingers slipping underneath the straps of her bra. Emma tipped her head up and kissed Regina's bare left shoulder, her fingers trailing down bringing the strap with it. She did the same with her right and held Regina's gaze as she expertly undid the clasps and removed the bra. "Tadaaaa…" Emma mocked, bringing her still chilled hands up to cup Regina's breasts.

Regina let out a groan and let Emma shift beneath her, flipping their positions and delighting in the sight of Emma's toned shoulders in that ever present tanktop. She still looked fragile and as much as Regina wanted to make mess of her, she sat up, tugging at the hem of the tank top and unceremoniously removing the bra underneath, her hands immediately cupping the flesh she found. "Some magic trick…" she mused, burying her face in the valley of Emma's breasts, leaving a trail of heated kisses and nips on her chest. Emma's head tilted back, her fingers buried in Regina's hair, nails softly scraping her scalp as Regina continued to nip and kiss her everywhere she could. Regina pulled Emma back down, kissing again, deeper, slower, her tongue softly probing as her hands rounded and fondled Emma's rear. She'd always admired how Emma could pull off the jeans and for a moment detested the fabric under her hands. She immediately set about undoing the fly and tugging at the denim, frustrated that she couldn't remove them as effortlessly as Emma wore them.

"There's supposed to be a magic word…" Emma teased, breaking away from Regina's grasp. She sat on her knees and almost laughed at Regina's irritated expression.

"Like what?"

"Please…"

Regina stared at Emma's topless form, the way her golden hair tumbled down along her shoulders. She shivered. She wanted so much from her. "Please."

Emma blushed, triumphantly standing up and shedding the jeans, immediately climbing back on top of Regina, the rush of skin on skin sending twin shivers down their spines. Regina growled and nipped Emma's chin. "It works. See. Regina, please, take these off…" she tapped at the button to Regina's slacks. Regina stared at her legs then back to Emma.

"Didn't work and I'm right on top of you Ms. Swan. Surely you'd think your magic would be at it's strongest…"

Rolling her eyes, Emma took the hint and unclasped the button and undid the zipper. "I'd hate to ruin these…" she whispered into Regina's ear, tugging the pants off slowly at the waist, letting her fingers trail along in the fabric's wake, leaving open mouthed kisses on her hips and the tops of her thighs. She shivered at the heat she felt radiating from Regina's skin, wondering if she always ran this hot or if it was just whatever it was they were doing. She straddled Regina's hips, marveling at the sight of the woman beneath her, all power and rage, a woman fully capable of murder, completely bent to her will. "You're gorgeous…" Emma whispered, her fingertips trailing along Regina's stomach, appreciating the way her eyelids fluttered with the contact. She ran her nails along Regina's ribcage, drawing a moan from her willing prey and leaning forward to kiss her again, determined to ruin that lipstick. There was hunger behind this kiss, want, need, a clash for power as they kissed, hands roaming freely along one another's bodies as though they were laying claim to each other. She hadn't wanted this with Killian. He was decent enough, had grown on her like a barnacle on the bottom of the Jolly Roger but he was desperate for her in a way that was obnoxiously clingy. In a desperate move he thought selling his ship would be enough to win her heart. She felt a different desperation in the way Regina held on to her, the way her hands remained shockingly respectful despite the fact that they were in her bedroom, nearly nude, making out like teenagers. She felt like a precious jewel under Regina's touch and had wanted her to be the one on the other end of the cave wall, not him. Regina seemed to notice the change in mood and pulled away, staring up at Emma with concern.

"Are you alright?" she asked, suddenly self conscious about how almost naked she was underneath Emma. "What's wrong?"

Emma nodded, watching the mask slip back over Regina's face. She was hurt and already looking for an exit. "Nothing…" She leaned down to kiss Regina again, upset that Killian had even crossed her mind. "Thinking."

"Now? You're thinking now?" Regina blurted out, sitting up and pulling the blanket to cover herself her eyes wide as she searched the room for her clothes. She was trying to catch her breath, bracing herself for whatever the idiot was about to say to ruin this.

"Nothing bad."

"Nothing good either…" she was glad to see Emma had the decency to fold the pants and lay them on the back of the chair, her bra and blouse didn't fare any better. "Well?"

"I wanted you to be the one on the other side of ice wall. I thought David went to get you and when we managed to get out…I was pretty delirious and let Killian carry me back here." She blurted out, aware that her being naked and admitting that meant she was about to spend the rest of the night alone and probably the rest of her life. She felt around the bed for her tank top, found it and pulled it on, folding her arms across her chest.

Regina bristled at the mention of the pirate and stared Emma down. "And you're thinking of this while you're with me because…"

"It's a little more than just the magic lessons. It's the way you look at me…the way you've been touching me…it's just natural."

"That's the way attraction works Emma."

"It's more than attraction. You never felt like that with Robin did you?"

The muscles in Regina's jaw clenched and unclenched as she carefully picked out her words, mindful that while Emma had on her tank top, she was still very much exposed despite the blanket in every way. "I thought I did. I wanted to believe I was." She shifted in place, reaching for her bra on the floor. "It's different with you but you already know this so why we're rehashing it for the sake of…" she shifted again, reaching and keeping the blanket up against her chest.

"I'm sorry." Emma whispered, reaching for the bra and awkwardly handing it back to Regina. "I'm really good at saying and doing stupid things."

Regina took the undergarment without a word, slipping back into it, thankful that Emma had turned her back allowing her some privacy. She kept her jaw tight, the muscles tense as she fumbled around with the blanket to stand and get the rest of her outfit, embarrassment flushing her face.

"I don't want you to leave."

"Well dear you have a strange way of trying to keep me…" she stopped short of the chair, turning and cutting Emma a look. "I don't want to talk about Killian. I don't want to think about him with you. I don't want to talk or think about Robin because I'm sitting here in this bedroom with you, not him. If we wanted that life the way they think we do, then we would be with them right now, not here, with each other in the middle of the night."

Emma leaned forward, pressing her forehead against Regina's, her hands cupping Regina's face, the pad of her right thumb trailing along her lower lip. The lipstick didn't budge. She felt dizzy. Maybe it was the wine, the exhaustion, the sadness or just how close Regina was to her but Emma's head was fuzzy and she felt like she was spinning away as she tugged the blanket out from Regina's grasp, kissing her with everything still in her body. She wanted her to feel that she wasn't wrong in coming here, even though the both knew it was a lot considering everything, she wasn't wrong to want this woman and she wasn't wrong in wanting the rest of the night with her and every night after that. She kissed her the way she'd always wanted to kiss someone with her soul reaching out to make a new home in another body. She felt the tension in Regina's body disappear, replaced with a growing need, her hands tangling in Emma's tanktop, pulling at it, the fabric tearing with the effort. Groaning, Emma broke off the kiss, chucked the destroyed tank and reclaimed Regina's lips in a searing kiss.

Regina's nails raked down Emma's bare back, eliciting a moan from the blonde as she struggled to remove Regina's bra again, all elegance replaced with sheer want. She had to remind herself not to wreck the thing the way her tank top had just been ruined, not that she minded; it was hot. She managed to remove the bra and carefully toss it over her shoulder, breaking off the kiss and burying her face between Regina's breasts. Regina chuckled, cradling Emma's head, pulling her back up for another lip bruising kiss, gently biting her lower lip as she pushed Emma onto her back, positioning herself between her legs and slowly, deliberately grinding her hips into Emma. She flicked her tongue against Emma's open mouth, enjoying her heavy breathing as she continued to grind against her, the blonde's legs immediately wrapping around her waist. It was a give and take, a dangerous dance as they dueled for control, pushing and pulling against each other, silently permitting the other to dominate. Emma didn't flinch when Regina pinned her arms above her head, kissing her way down her throat, nipping every so often before stopping just above Emma's right breast, her mouth inches from her sensitive nipple. A look of triumph crossed Regina's face as her tongue darted across the bud, Emma's body arching into Regina. She studied the look of sheer ecstasy on Emma's face, her eyes closed, mouth open, lips moving wordlessly as she moved her hips in time against her, her blonde hair haloing around her head on the pillow. She drank in every second of Emma floating around in sea of euphoria, leaning down and capturing lips in a soft kiss.

"Still with me?" she whispered, leaving feather light kisses on her cheeks, the tip of her nose and her chin. Emma nodded, eyes dark with lust. "Good." Regina kissed her again, their tongues dueling for control as her right hand traveled the length of Emma's body, tugging at the fabric of her panties and pressing her palm against her heated center, a purr on her lips at the wetness. "Very good." She grinned, pressing fingertips flat against Emma, rubbing in slow deliberate circles. She smirked flicking her tongue along Emma's stomach, nipping at her abdomen and enjoying the softness of her skin as the sounds of her moaning filled the room. Emma's arms stayed above her head and Regina immediately regretted even placing them there, she wanted her touch, needed her nails raking across her back, tangling in her hair. She purred into Emma's neck, breathing in her scent. "You should be enjoying this…"

"What makes you think I'm not…" Emma replied, her voice thick with lust, her tongue sliding along Regina's cheek.

"You should be touching me…"

Emma's hands were quick, quicker than Regina had given her credit for. Her left hand mirrored her ministrations, earning a deep appreciative moan into Emma's ear while her right hand cupped Regina's rear, squeezing the flesh before spanking her. "Better?" she nipped Regina's chin, pulling at Regina's underwear, boldly stroking against her clit and watching her brown eyes roll back in pleasure. "It's really warm in here…"

"Is it…"

Emma nodded, locking eyes with Regina as she slid her middle and ring flinger into Regina, exhaling as Regina's walls tightened around them. She flicked her tongue along Regina's lower lip, letting out a low moan as Regina sucked on the tip before giving her a deep kiss, her hips moving against Emma's fingers. Her skin was already slick with sweat and the sound of her labored breathing made Emma feel like she was already beginning the first leg of a marathon with this stunning woman. She rolled her hips and flipped Regina onto her back using the momentum to continue moving herself deep inside Regina, she swept her hair back with a free hand, looking down at Regina as she rode hard against her fingers. She stilled her hand, slowly pulling out and teasing Regina's entrance. She brought her fingertips up to stroke her hard clit, stroking and admiring the storm of emotions passing along Regina's face. "It's hot actually…" she kissed Regina's inner thigh, glancing up and shivering when they made eye contact. Emma wanted to taste her, wanted to break this woman and make her something better but in that moment, she saw the woman who needed to be loved, needed to have love made to her, have her appreciated and valued and treated like the queen she was. She moved the length of her body and kissed Regina again, full, slow and with meaning, pouring everything into it as Regina's hand trailed along Emma's inner right thigh, pushed the cotton barrier to the side and slid right home. They gasped in unison, breathing totally suspended, twin pressure building deep in their bellies. Regina held Emma's eyes as Emma gently slid her fingers back inside, slowly, her palm resting against her mound as they moved together, one perfect fluid motion. Emma's breathing was ragged, never breaking contact with Regina. She was breathtaking. She felt her eyes watering and blinked, tears spilling down her cheeks as she felt herself slowly tipping towards the edge her feet dangling over oblivion. She felt something bubbling in her chest and she was lost in it, lost in what it would mean if she let herself actually say it. She buried her face in Regina's neck, focusing on how good it felt to have Regina right here, right now and how perfect it felt being in her arms, feeling every inch of her body against hers, moving as one. She whimpered as the first strings of orgasm tugged in her, slowly undoing her as she moved her own fingers faster, deeper, stronger against Regina who trembled in her embrace. She wanted to say it, in fact, she needed to say it and she couldn't bring herself to ruin the moment with being so sentimental.

"Emma…" Regina whispered just before she fell over the edge, her orgasm racking her body, wetness slicking her thighs and Emma's fingers. Her free arm tightened around Emma as Emma followed, gasping and panting as she released against Regina, clenching tightly and burying her face in the hollow of Regina's neck, tears streaming down her face.

"IloveyouIloveyouIloveyou…" she muttered over and over, her heart racing to catch the words she hadn't meant to say. She shut her eyes and lay still, her body on fire as she listened to Regina's own heartbeat, smashing away under her ear. She hoped that the rush of blood and the coming down from their activity had covered what she said.

Regina lay still, her free hand absently trailing circles along Emma's lower back. She kissed the top of Emma's head. She stared up at the ceiling, watching the shadows and listening to the sounds of the house settling. Their bodies were locked like puzzle pieces, legs tangled, arms wrapped around each other, anchored to one another. She slowly, delicately extracted her fingers from inside Emma, her lower lip held between her teeth as she surreptitiously brought her fingers up to her lips, her tongue lathing up Emma's wetness. She blushed aware that Emma had drifted off to sleep while she was tasting her sweetness, drunk all over again. She shifted slightly, reaching for the blanket and pulled it over Emma's bare back, delighting in how well she fit against her ribs. Emma's right leg hitched higher across Regina's thighs as she buried her face into her neck, lips smacking as she slept. Regina listed to her breathing, comforted with the sound and kissed the top of her head again. She had heard her muttering I love you in her delirium, the sincerity breaking her heart as she held onto her afraid she'd float away. She never expected to hear those words directed towards her, not in the way she'd heard it from Emma in the throws of passion. She'd never expected any of what had transpired between them, to be kissed the way Emma kissed her, touched her, pleasured, adored…she expected to throw a few barbs, mock her ineptitude and return home to wallow in her loneliness. She never anticipated an all night sex session and deep professions of love with the one person who she blamed for everything. She glanced at the nightstand, checking the time. 2:25am. She sighed. She couldn't stay the night but she couldn't wander out on Emma like some illicit affair. She was far more than that. She was her happy ending.

With her free hand, Regina set the time for 5am, careful not to wake up the blonde tucked against her before she snuggled back under the covers.