Regina hadn't meant to fall asleep. She'd just layed down for a moment after her shower to rest her eyes before she had to make breakfast for Henry and then begin her day. But she was running on empty in the sleep department, having again spent most of the evening and early morning hours studiously avoiding it and the requisite nightmares, and a moment was all it took. One minute she was placing a towel over her pillow to keep it dry and the next she was screaming herself awake and clawing at the restrictive blankets that she somehow found herself partially under.

The sound faded quickly from the bedroom but the images from her nightmare had already lodged in her conscious memory and were making her stomach flip sickeningly. She squeezed her eyes tightly shut against the sensation and willed herself to gain some semblance of control over her body.

She's managed it thousands of times in the past but the whole process seemed dangerously in doubt and she could feel a different sort of panic hovering just on the periphery. But thankfully with some concentration and deep breathing she was eventually able to push herself up, cautiously, into a sitting position. She swiped a hand through her disheveled hair and checked the door out of the corner of her eye to make sure it was closed. The nightmares were a constant in her life and she had long ago magically soundproofed the bedroom to keep from disturbing Henry, but it only worked if the door was closed and she hadn't intended on falling asleep when she'd entered.

It was.

Still trying to quiet her labored breathing, Regina allowed herself to sink back into the mattress, knowing she should be getting up to start breakfast instead. But the images from her dream were filtering back and forth across her mind's eye like a movie, screwing mightily with her equilibrium, and suddenly it seemed like the safest choice. She closed her eyes and pressed the heels of each hand deeply into her sockets, hoping to both stem the tide of images and quiet the pounding in her head they were creating.

It didn't do much good though. Her thoughts continued to swirl unchecked in a jumble of remembered pain and she was in danger of sinking into a hole too deep to crawl out of had Henry not decided to knock gently and push the door open slightly. He poked his head in a moment later with a soft "Mom?". Regina had dropped her hands from her eyes automatically at the sound of her son's presence and looked for all the world like she was still sleeping.

Regina had no idea what her voice would sound like but aside from a gentle rasp that could be attributed to sleep, her response sounded almost normal, and for that she was grateful. "I'm awake sweetheart. Come in." Years of hiding everything from everybody had left her a master at the trade.

She turned her head towards the door but didn't rise - her senses seemed to have calmed in Henry's presence and she wanted it to stay that way. Her vantage point was slightly skewed but she still noticed immediately that Henry was eyeing her uncertainly. He was very obviously trying to remember the last time he had been ready before his Mom.

Trying to be reassuring, she patted a spot next to her on the bed and he obliged by walking over and taking a seat. He sat down gently and Regina knew he was being very careful with her. He knew something was up.

"I'm running behind schedule. Could you make do with cereal this morning?"

Henry nodded solemnly - more solemnly than a question about breakfast generally warranted. She could tell her son was worried and he confirmed it for her almost immediately. "You ok Mom? You seem…" He wasn't sure how to finish. He was approaching adulthood quickly but didn't have the life experiences to accurately read her. Not the way Emma could. So he just ended his question with a shrug.

"I'm fine Henry. I just have a headache." It wasn't a lie, her head was pounding, but the untruth came in the details she left out. Still, she gave herself a pass on this one. Henry's job was to be a boy, not his mother's caretaker.

His brows furrowed and he frowned, but his face lightened at the same time, an odd juxtaposition of emotions. A headache was a normal, mundane problem and that seemed to relieve him greatly. "Oh. That sucks. It's Friday you know… Should I tell Emma you can't make breakfast today?"

Regina's breath hitched noticeably at the thought of missing yet another meal with the blonde and Henry couldn't help but notice it this close up. He, of course, attributed it to the pain and placed a comforting hand on her shoulder immediately. "I'll call her and tell her you're sick."

Regina knew she should let Henry make the call but found herself answering exactly the opposite. "No, that's ok honey. I'll be fine by then."

"Ok, I guess," He looked at her dubiously but rose up from the bed anyway. "But rest for a bit, ok? You've got time."

Emma pulled out her phone and checked the clock and her messages for the hundredth time. She was sitting in a booth at Granny's waiting for Regina to show up. It was ridiculous, really, for Emma to be so worked up already. Regina was only about ten minutes late, which wouldn't even be a blip on the radar if it weren't for her unerring punctuality. Emma couldn't remember a single occasion where Regina hadn't gotten to the diner before her. She was so habitually early that she'd taken to ordering for the both of them when Emma was late to 'teach her the rewards of punctuality', as Regina had put it.

Her phone buzzed on the table and she snatched it up and pulled open the message in one move. When she saw that it was from Henry and not Regina she felt an unpleasant tightness in her gut that, until yesterday, she hadn't felt in months. His message was short, but clear. "Mom there?"

That sealed it for Emma. Something was definitely up. She had just typed out a terse "No" when the door jingled open and Regina strode into the diner. She swapped it to "Yes" and sent it then dropped the phone back in her pocket so it wouldn't distract her from her companion. From this distance she looked right as rain but Emma had been burned by this woman before. There was nobody better at putting on masks than Regina Mills.

Regina slipped into her side of the booth with her customary grace somewhat lacking and was apologizing immediately. "I'm sorry I kept you waiting. That was incredibly rude and if you ordered me something terrible I will consume it without question."

The words were right and Emma smiled at them even as she noticed the subtler signs that something was amiss. Regina's posture was relaxed but her hands were folded over each other tightly and her eyes met Emma's confidently but the tight lines spoke of a growing pain behind them. These were the warnings that Emma had recently learned to trust as she'd grown closer and closer to the former Queen. Something wasn't right.

"I just got your usual. I've never seen you be late like, ever, so I figured you had a flat tire or had to close a random chasm to hell or something." Emma left the statement open, giving her companion the chance to open up as she now sometimes would.

But Regina just smiled a smile that never really reached her eyes and the coil of tension in Emma's gut tightened. Emma hadn't seen Regina this guarded with her in a long time and the loss she felt surprised her in it's intensity.

"Nothing so intriguing. I woke with a headache and fell behind. I still should have contacted you."

Her spidey sense tingled with the half truth of it and she forced herself not to push, but she did intend to scold Regina for ignoring her well being once again. That was a slippery slope for her and Emma had no intention of letting her slide down it again. "Regina, please. You have to take care of yourself." Emma felt a scowl forming, despite her best efforts to keep this more of a light hearted scolding. "If you weren't feeling well you should have stayed home."

"Nonsense." For the first time since she arrived, Regina's eyes displayed some emotion as she brushed the idea aside and Emma couldn't figure out what could have caused it. "That's not necessary."

The almost outburst was confusing and the emotion crawled across Emma's face before she could school it away. Regina caught it easily, being as adept at reading Emma as Emma was at reading her, and dipped her head slightly in embarrassment.

"I'm sorry. I was disappointed that I couldn't join you for lunch yesterday and was unwilling to miss breakfast as well."

Emma accepted the completely out of character admission with no fanfare, not wanting to make Regina uncomfortable sharing thoughts like this now or in the future. Instead she just shrugged her 'It's no problem shrug' and smiled. "Hey, maybe breakfast will help?"

In a world of magic, almost everything seems magical but their plates arriving at just that moment was nothing more than a coincidence. As always, Emma attacked her plate with gusto but, hyper alert to Regina, she noticed immediately that her companion was just moving her food around and eating very little of it. Still concerned, she pointed her fork at Regina's plate and raised an eyebrow. "You're making a mural there. Are you going to actually eat that?"

Regina shifted her attention to her plate for a moment and Emma noticed her swallow convulsively against the thought. "I'm not sure that would be a good idea at the moment."

Emma sighed in sympathy and decided to try to gently nudge Regina in the proper direction. "Come on, let me drive you home." Emma didn't add the 'because you look like shit', but it was completely implied.

Regina capitulated easily after only a short moment of indecision, with the single stipulation that Emma have a chance to properly enjoy her breakfast first. It was clearly a win but it made Emma wonder what had happened to make the former Queen so tractable.