Thank you for the follows and reviews. This was going to be a one shot, but here's another installment. I'm not sure how far I'll take this, but i'm having fun and I can't sleep. : )

Viva La Swan Queen!

OUAT is not mine.

Making Out 2

Regina was never submissive… never…

They had moved beyond gentle caresses and light tugging. When Regina's lips were on Emma, she couldn't keep her hands off Regina's ass. Her favorite pass time became lifting the brunette off her feet by her curvaceous rear, and pinning her to the nearest surface.

Rather that was a wall, Regina's desk, her car, the front door, the back door. Whenever she got the opportunity to take Regina by surprise, she took it.

Regina has never been passive or submissive in her life. She was always in command. Always in control of herself and her surroundings… Except with Emma. She reveled in the feeling of being taken by the dimpled blonde's demanding lips and hands.

Like right now, Emma had her pinned against the pier railing. It was after dark, and they had just left Henry at the Charming's. Neither one of them wanted to separate to their respective homes yet.

Emma had taken Regina's hand and magic'd them to the pier. The minute they appeared at the end of the dock, out over the water, Emma slowly baked them up against the railing. Regina had given her a shy yet seductive smile, and Emma took it as an instant invitation.

The moment their lips met, Emma slid her arms around the Mayor's waist and hugged her close. Regina waited for the inevitable slide of hands to her rear, but the blonde's hands headed north instead. She felt hands run up and down her sides, thumbs skimming the sides of her breasts.

On one soft run, Emma's thumbs dug a little deeper and ran the outer edge of the round mounds. Regina's breathing hitched as those thumbs now circled under her breasts.

She opened her eyes to see Emma looking back at her with a smile, silently asking for permission. She simply nodded, leaned into kiss her and curled her body into Emma's hands that cupped her breasts.

Emma's hands gently massaged the soft mounds in time with her kisses. She also managed to sneak a leg between the brunette's thighs. After a minute of indulging in their hard movements against each other, they both moved apart to breath.

Emma pecked Regina once more on the lips, before pulling back completely.

"I need a time out." Emma said, laughing. "That was intense."

Regina readjusted her clothing. Motioning to her breasts with one hand, "They do have that affect."

Their eyes met and they both laughed out loud.

"Boy, you're not kidding." Emma returned to Regina's side. She looped two fingers in the belt loops of Regina's pant and blatantly stared down at Regina's chest. "I thought I knew all your secret weapons."

Regina laughed sincerely and Emma's heart melted at the sight of her genuine glee. She knew how rare the moments were when Regina let her emotions be so visible and free.

They remained staring at one another for another moment, and Regina saw the thoughts in Emma's head change her facial expression to a more serious one.

"Regina, I…" Emma started shyly.

"No, Emma. We promised we weren't going to over-analyze this. We are just enjoying each other, remember." Regina felt the blonde's vulnerability, and her walls that had been temporarily down went straight up. She wouldn't allow herself to think these feelings were more than what they were.

"I am enjoying being with you, Regina." Emma's eyes were silently pleading. "But…"

"No, Emma." Regina pulled away, turning her back and taking a few steps. "We promised-."

"To hell with the promise, Regina!" Emma snapped.

"I'm not doing this with you again." Regina ran a hand through her hair, and refused to turn back around.

"Doing what?! Talking about us? Talk about how we get each other's minds and bodies going with a simple glance." Emma was now directly behind the Queen, her hands on Regina's shoulders.

Regina held her breath when she felt Emma's lips near her ear.

"How every time we make out, I go home completely soaked through my jeans? How I watch you walk away from me in unsteady legs?" Emma began kissing Regina's throat, and the brunette head automatically tilted to the side. "I know you want me, Regina."

Regina Stepped forward and away. She turned slightly back to meet Emma's eyes.

"I can't."

In a cloud of purple smoke, she was gone.

"Son of a bitch." Emma cursed.

Xoxoxoxoxoxoxoxoxoxoxox

We interrupt these regularly scheduled Swan Queen moments for this Mother / Son moment…

Regina was sitting with her knees tucked against her chest, on her couch staring aimlessly into the room. She had kicked changed out of her clothes, and into yoga pants and hoodie. Emma's hoodie.

She had been subconsciously sniffing in Emma's scent left on the collar. She missed the infuriating woman. She missed laughing at the blonde's stupid antics and jokes. She missed her soft touches, caresses… kisses.

In dropped the hoodie's collar in frustration, and shot a flame into the fireplace to get it roaring.

"Mom?" Henry's voice woke her from her daze. "What's up? What the fireplace do to you?"

Henry joined his mother on the couch, pulling her legs onto his lap. He had a paper bag with him, and he wordlessly pulled out two bottles and set them up on his mother's legs. One a bottle of nail polish remover, the other her favorite shade of red nail polish.

"Nothing, dear." She lied and beamed at her thoughtful son. "Just didn't feel like getting up to start it."

"Sure, sure." He smirked without meeting her eyes, pulling out the sponged toe separators and placed them on each foot.

When Henry was 7 or 8, he had caught his mother doing her toe nails and asked a long series of questions on the custom. Regina had laughed and indulged his curiosity and let him paint her toes.

Young Henry loved the bonding tradition of talking to his mother while doing her nails, whenever he was troubled. Young adult Henry would be mortified if anyone knew.

He pulled out cotton swabs next and went about removing her polish.

"So." Henry looked up, "Want to talk?"

Regina took a deep breath. "Not really."

Henry nodded his head and did not push. "Okay. Is that shade ok?"

"My favorite." Regina beamed and squeezed his shoulder.

"I know. Candy apple number 4." Henry shot his mom a childish smile. "I thought we could use some momma/son time."

Regina's heart tightened. They had not done this easily in years. Since before… since before Emma had shown up in Storybrooke.

"That would be wonderful, Henry. Did you already talk to Violet tonight?" Regina asked.

"Yeah, I just got off the phone with her before I came down." Henry began putting polish on the first set of toes. "Please don't ever tell her I can do this."

Regina laughed slightly. "And share my favorite pedicurist. Never."

Henry blew lightly on his mother's toes when he was done. "I also talked to Ma tonight."

He felt his mother shift uncomfortably.

"She wanted me to ask for permission to go with her to New York this summer." Henry broached hesitantly.

"New York? Why is she going to New York? How long?" Regina sat up a little straighter.

Henry pushed gently on his mother's shoulder so she'd sit back. "Relax. They want to empty out my dad's old apartment. We both want to go get a couple of things."

Regina relaxed only slightly. "Oh. Okay, I don't see why not. You both should go get whatever mementos of Neal you want."

Henry finished the second foot. "Honestly, Mom. I only want to go so Ma doesn't have to do it on her own. You know? I mean don't get me wrong, I want to get some of his old records and his player."

"Yaz?" Regina smiled, teasing her son on his and Violet's song.

"Only you." Henry smiled. "Would it be ok to keep it here? Ma always seems to get sad when I play it."

Regina could only imagine the heartache it must cause her son's other mother. "Of course."

"I don't know if it could possibly make her sadder at this point though." Henry reached for a pillow to put on the coffee table, so that he mother could put her feet up.

"What do mean?" Regina asked, taken aback to hear about Emma's mood after two days of not seeing her.

"I don't know. The last couple of days, she's been sort of spaced out. She hasn't been herself." Henry put his feet up on the table next to his moms. "She even sold the bug."

"What?!"

"Yeah, I know. I thought for sure she'd give it to me." Henry knew what his mother was about to say, and stopped her. "I know, I know. There's no way I'm going to be driving that metal contraption. I guess I just thought it was cool because it was something that belonged to both her and my dad, you know?"

"Yes. I can see that." Regina leaned back on the couch.

"Mom, can I ask you about what happened last week? In the bug?" Henry asked carefully, trying to scare off his mother.

His mothers had tried to play the incident off as a misunderstanding. Some stupid story about Emma helping get Regina's hair unstuck out of a necklace. There were also a couple of accusations of him trying to avoid the subject of what he was doing with Violet out by the stables, after dark.

"Henry, we told you. It wasn't-."

"What it looked like, yeah. That's what you both keep saying, but Mom, Vi saw it too. You two were lip-locked." Henry said matter-of-factly. "Come on, Mom. I know something is going on between you two. Or at least there was."

Regina stared at her hands. "I don't know what is happening, Henry. That's the honest truth. Your mom and I… it's complicated."

"Why?"

Regina's brow creased, "Because we are adults raising a child together. It's a complicated situation."

"Grown-ass teenager here. Now tell me the real reason why?"

"Henry!"

"Oh come on, Mom. Ass is not a bad word." Henry pointed an accusing finger at her, "And you're avoiding the question."

"I am not avoiding anything. I just said, it's-."

"Complicated. Got it. Why?" Henry did not relent.

Regina took a deep breath and stood.

"Ah, polish." Henry pointed to his mother's toes.

Regina arched her toes up and waddled over to her bar to pour herself some cider.

"Do you love her?" Henry asked simply.

"Henry…" Regina began to avoid again, but the look on Henry's face stopped her.

"So help me, Mom, if you say it's complicated one more time… I'll tell Grandma it was you that broke her favorite vase at the loft."

"Henry!" Regina sighed and took a deep breath. "Fine. Your mother kissed me."

"I'm pretty sure it was you leaning into the driver's side that night. You two were making out like a couple of teenagers."

Regina rolled her eyes. He wasn't going to make this easy on her. "Not that night."

"You mean you and Ma kissed before that night?" Henry's eyes lifted. This was news. "Have you kissed her since?"

Regina simply nodded her head.

"Wow. Okay." Henry leaned forward, placing his elbows on his knees. "And you freaked out." It wasn't a question or accusation.

"Not until a couple of days ago." Regina waddled back to the couch with a full glass.

Henry let the silence pass, waiting for his mom to continue. Henry knew his mother. He could easily imagine all the possible underlining issues in this situation. He knew his mothers.

"Ma wanted more, didn't she?" Henry asked gently. At his mother's silent nod, he asked, "And you don't?"

"I honestly don't know, Henry."

"Bullshit." Henry said with a bit of a laugh.

"Henry."

"Oh come on mom. Who do you turn to when there's trouble? Who do you have me call for back up immediately? Who has had you back since the moment she came here? Even when you were enemies. Ma, that's who. You're trying to tell me you don't have ANY feelings for her?"

Regina shifted, "I respect her, Henry. She has been there for us many times over. I trust her above anyone else with you."

"This isn't about me, Mom. Or us. It's about you." Henry approached his mother and placed his hands on her shoulder. "You love her."

Regina stood with her mouth open. She wanted to deny it but the words would not come out.

"You love her, Mom." Henry squeezed her shoulders. "It's scary, I know. Love is terrifying. Admitting your feelings are terrifying. But I have one last question and I swear I'll leave you alone."

Regina had tears starting to escape her eyes.

"Whatever your fears or trepidations. Whatever the 'what if's' going through your head." Henry made sure his mother met his eyes. "Isn't she worth it?"