A/N: Part three! And it's Regina's POV this time. Additional inspiration for the end of this ficlet came from Marcie Gore. Just to be clear, this is NOT a swan queen fic. There's established outlaw queen and captain swan, but otherwise it's more about the friendship and understanding between Emma, Mary Margaret, and Regina. If you want to read it as swan queen, go for your life, but remember that this isn't intended to be a romantic fic.

Hope you enjoy!

Please read and review

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It took twenty minutes for Regina to make her way to Granny's diner on foot after getting off the phone with Snow. Twenty minutes on what would have been an otherwise picturesque autumn day. But instead of enjoying the day hiking with Robin in the woods she was going to be spending it indoors in the watering hole that was Granny's, convincing the Savior that despite the inclusion of a few extra, possibly conflicting memories, she was still Emma Swan.

By the time Regina opened the diner door, Emma was already seething in a booth alone in the corner. It was the middle of the afternoon and the diner was almost entirely empty, save for Granny standing behind the counter and one of the dwarfs (Sneezy? Dreary? Regina couldn't be bothered to keep them straight) talking to the older woman from the barstool. Regina noted that the blonde hadn't bothered to take off her ridiculous red leather jacket and was staring daggers at a steaming cup of untouched hot chocolate in front of her. Her arms were securely folded close to her chest, in a physical embodiment of the wall Regina would have to break down if she wanted to get Emma talking.

She sauntered over to the booth and stood at its end, waiting for the blonde to verbally acknowledge her presence and invite her to sit. Regina knew Emma had heard her come into the diner, the damn door was more than loud enough with its bells and creaking to ensure that, but even outside the Enchanted Forest Regina still felt a little compelled to obey certain social protocols, and that included waiting for an invitation or acknowledgement before being seated and diving into any serious business. The queen had manners, unlike the pirate, who seemed to push his way into tables and conversations without preamble. Not to mention an invitation from Emma would keep Regina in her good grace's for the start of their talk.

Regina didn't have to wait long for the savior to notice her, but Emma didn't lift her eyes toward the brunette, instead continuing to glare at the hot chocolate as though it were the source of all her problems.

"Mary Margaret sent you." It wasn't a question. The statement was spoken with a seething resentment that practically vibrated the air around them. Anger and confusion were rolling off the blonde in waves and Regina was half surprised that the mug in front of her hadn't blown up yet from the energy. Magic was fueled by emotion, and if the mug hadn't exploded yet then obviously even someone as untrained in magic as Emma couldn't be that angry, even if she did seem liable to snap in an instant.

"Your mother did, yes."

Emma closed her eyes and took several calming breaths, the anger around her lessening as she did. Maybe there was some hope yet for a civil conversation, Regina thought.

"I'm not in the mood Regina."

"I wasn't going to wait for you to get in the mood. May I sit, or do I have to stand to have a word?" Regina would wait for the initial invitation but after that all bets were off. There was only so much time a person could spend waiting for social protocol to catch up.

Green eyes finally rose to meet chocolate brown, staring for a long moment before Emma shrugged her shoulders and nodded her head towards the other side of the booth. Her gesture was nonchalant but she was still pressed against the back of the booth and her arms were still shielded in front of her, defensive and tight.

Regina slid gracefully into bench opposite Emma, back straight and hands folded on the table between them.

"So," The queen started slowly, "Your memories from New York are-"

"Ok, seriously, what the hell?" Emma exploded at Regina, who couldn't quite keep from flinching in surprise at the blonde's sudden but inevitable outburst. The queen stole a glance at the other two diner patrons, who had been equally startled into silence. Emma's arms were still clenched around her but her face was open and angry beyond reproach, an open book to the inner turmoil bubbling inside her.

"Why do I feel like I'm turning into a magical Martha Stewart and how do I stop it?" Regina resisted the overwhelming urge to roll her eyes. Of course Emma would want the memories gone. How typical of the savior to want to run away from a gift before it might hurt her in some real or imagined slight.

"They're memories, Ms. Swan, not a poison. And unless you want to risk losing all of your memories I'd strongly suggest avoiding any memory potions or other nonsense I'm sure you'll try and cook up. This is not something to be dealt with alone."

Emma looked less than pleased with this response, and Regina gave in, rolling her eyes at the blonde, before continuing.

"The memories I gave you after Pan's curse are as much a part of you now as the cursed memories of everyone else in this town. You're just part of the club now I suppose, so welcome, finally." Regina waved one hand in a sarcastic gesture and waited for Emma to absorb her words. Hopefully she wouldn't have to spell it out too simply for the blonde to understand. She liked to believe that the savior was at least somewhat intelligent to have survived living in Storybrooke under Regina's reign during the first curse.

Her words seemed to do the trick. Emma's eyes shifted sideways in thought and then glazed over. Her lips pressed together in a thin line and the expression that came over her features after a minute was one of guilt and frustration. Regina recognized it only too well from her own reflection.

"Jefferson was right," She said to herself, eyes still shifted sideways.

The hatter? Regina had to take a moment to remember the circumstances of the mad hatter's life before and during the curse, hoping it would give her some insight into the savior's current state of mind. Whatever his life had been couldn't have been pleasant for the man; after all, at the time the queen had been so against happy endings in any form that she was only too eager to separate families and loved ones in the hopes of achieving her ends and dulling the ache in her heart. As she recalled, the hatter's curse life had to do with watching his daughter be raised by another family. She remembered using the man's unique transportation services infrequently during the curse, which of course required him to have his memories of-

Oh.

Realization hit Regina hard and she fought back the urge to audibly acknowledge it somehow. Instead she pursed her lips slightly and silently, letting Emma continue to speak and form her thoughts regarding the man out loud.

"Before I broke the first curse he tried to get me to understand. He tried and I thought he was nuts but now what he was saying makes sense and I just-" She paused, pulling her arms more tightly around herself, if that was even possible, and finally turning her gaze back to Regina.

"He remembered his life here in Storybrooke in that big empty house," Emma started again, her voice somehow sad. "But he also remembered his life in the Enchanted Forest with his daughter. Two completely different lives in two insanely different worlds and he was the only one who remembered them both. No one else could remember anything because of the curse and I was supposed to help him but I didn't. I didn't get how painful it was, trying to reconcile two lives in your head. Now I have memories of a life that never really happened, of things I never did, would probably never have done. They're my memories but they're not me. Does that make sense?"

It was a rare moment of vulnerability where Regina got to see the scared orphan Emma had once been, the one so desperately clinging to the idea of something as sweet sounding as love or affection but unwilling to trust it with her weight after being let down one time too many. Her eyes were wider; green pools bright and frantically searching Regina's brown orbs for some kind of reassurance but still wary of the other woman and whatever she might say. Even in this moment of openness, Emma's armor was still shielding her from the world in the form of her red leather jacket encasing her, and her arms holding her body so tightly Regina had to wonder how she hadn't crushed herself yet with the force.

But it wasn't just armor, was it? Regina noted how the younger woman's arms were wrapped around her in a way that seemed to shrink her into the back of the booth, as though she were trying to vanish from Regina's gaze entirely. Her shoulders were less proud than usual, her posture less straight. In this moment she wasn't the brave and heroic savior, she was the scared little girl who just wanted someone to listen to her and tell her everything would be all right.

If Regina thought about it, it was almost like seeing Henry when he was scared and needed reassuring after a childhood nightmare. Back then, she would make him hot chocolate with cinnamon or she would sit with her son and sometimes just hold him until he fell back asleep. At the memory, Regina's gaze softened toward the younger woman, realizing exactly what needed to be said.

"It makes perfect sense Ms. Swan. And as I said, this is not something to be dealt with alone."

The orphan was still there in Emma's eyes, scared to trust but hopeful that this might be the time to do so. When she didn't speak right away, Regina took it as a sign to continue.

"Why do you think everyone was scrambling so much to find their old families and lives after the curse? It wasn't just to see people again; it was to come to terms with their own memories. Compare them to the memories of people who knew their old lives so they could try and sort through everything and make sense of it all. Look at Snow. In the Enchanted Forest your mother was a bandit, she was conniving, and, if I'm being honest, a force to be reckoned with. But here, she was this timid, shy-"

"Top button kind of girl?" Emma offered, the corner of her lips turning upwards in a secret smile of some long ago memory.

Regina shot Emma an exasperated stare in irritation at being interrupted once again.

"The point is, Ms. Swan, now that you've seen her before and after the curse, wouldn't you say your mother's a little bit of both of them? She uses her memories from the Enchanted Forest as her primary memories but Snow White and Mary Margaret Blanchard are two parts of the same person. She uses her curse memories to almost, oh, I don't know exactly, improve herself, I suppose? Develop herself? She can't discard who she was during the curse but instead of fighting it she takes the best of those traits and makes them her own. I've noticed she's a little more patient now then she was back then, and she's finally learning to hold her tongue a bit better too."

Emma shook her head, something still bothering her.

"It's not just that there are two sets of memories Regina. I think I can understand that, having two sets of experiences to pull from. That would be totally fine if I thought my memories were entirely mine, but they aren't are they? They're yours." The orphan was pulling back from Emma's eyes, slowly being replaced by something more accusing and stubborn. It was almost like seeing what might have become of Henry had he grown up in the foster system as Emma did, without a stable home or notion of what family could be.

"All the baking and homey touches, that's all you. When Mary Margaret brought it up earlier I almost thought it was just a leftover false memory from raising Henry in New York but it's more than that. Those were your recipes I was baking, your fruit turnovers and soufflés and poached salmon." Emma's voice rose steadily with a false sense of conviction and Regina could feel her breath coming quicker as she tried to maintain composure. She couldn't let the savior get a rise out of her so easily, but damn if the blonde wasn't already getting under her skin.

"What were trying to do, Regina? Turn me into you? I never used to cook anything more complicated than toast and suddenly it's like I need my own cooking show. And if you could change that much then what else did you change about me?"

Regina had heard enough, and she let her voice ring out as loudly as the savior's. "Can you honestly blame me for wanting Henry to live off of more than just pizza and take out? Do remember, Ms. Swan, that at the time we all believed we'd never see you two again. I just wanted what was best for my son, and that includes a partly edible diet." She knew her voice had hardened and she was being defensive but she was trying to make a point to the savior, and right now that couldn't be done with soft-spoken words.

"By turning me into some clone of you?!"

"By keeping a piece of me close to my son!" And there it was. Her true reason for giving the savior the memories she had.

The expression on Emma's face was gob smacked and if Regina hadn't been so worked up she might have enjoyed the gaping fish mouth and wide eyes. Instead, she felt compelled to keep going, maybe not to justify herself per se but to shed some light on everything. The savior needed to remember that they were both Henry's mothers, they both loved him unconditionally in their own ways, and they both only wanted what was best for him.

"You may think I was forcing myself on you but I gave you those memories for Henry's sake. I showed you what his favorite desserts are, what I cooked him for holiday dinners and weekend breakfasts. Even if he never remembered that he likes his pancakes with syrup but no butter because the first time I made them for him I didn't have enough butter in the house, it would have made him just a little happier and that was enough for me." Regina's hands were clenched in front of her and she was fairly certain her shoulders were shaking.

The stubbornness in Emma's eyes was fast fading into sympathy, her arms loosening their death grip as the fight left her. Green eyes gazed, understanding, at the queen for several moments before narrowing and drifting sideways, contemplative and lost in thought.

Regina shifted uncomfortably in her seat as she fought to slow her breathing. She fidgeted her fingers, suddenly ill at ease with the savior's continued silence. She had just bared a part of her soul, the least the blonde could do was say something about it, anything at all.

"As much as I enjoy the idea of striking you into silence, right now I'd rather you say something," Regina noted. Her voice was more controlled than she would have given herself credit for and for that she was glad.

"I remember that." Emma's voice was distant.

"I'm sorry?"

"Running out of butter to put on top of the pancakes. I remember that. We were still in Boston, Henry was three, I think, and I'd never made pancakes before but I used too much butter in the pan and there wasn't any left for toppings." Emma's voice was slightly breathless, still lost in the memory.

A sinking feeling settled in Regina's stomach as she realized that was exactly what had happened when she had made pancakes for the first time for a three-year-old Henry. "And did you try to ask for more from your neighbors?" She questioned cautiously, afraid of the inevitable answer.

"No, I didn't want to seem like I couldn't handle myself. Asking for help back then would've been like-"

"-Admitting defeat," They said together, eyes locked in shock and mutual, silent epiphany.

Regina knew she had to be the one to break the silence, to try and backtrack and explain that she never intended on giving Emma memories so closely resembling her own. That she'd only intended on giving the savior any knowledge that might be helpful in caring for Henry, his favorite foods, bedtime stories, daily habits and nuances.

Now Emma was going think that Regina really was making her into a magical clone.

"I swear, I had no idea that- I mean I never intended for-"

"It's ok." Well that certainly wasn't the reaction she'd been expecting. When it came to their son, Regina and Emma knew they could both go a little overboard, and although they disagreed on some of the finer points of his home life, they both loved Henry beyond all else. So Emma's sudden calm to the realization she now held magically altered versions of Regina's own memories was a surprise. Regina had half-expected the savior to blow a gasket, or at least the mug of hot chocolate, accusing the queen of some magical foul play. Maybe even to storm out of the diner in an explosion of threats and unhinged magic.

"It's really ok. You didn't realize all of what you did at the time but you were doing it for Henry. I get it." The blonde didn't sound particularly comforted with her own answer and Regina knew she would need to reassure the savior further, but how?

Emma's gaze shifted around the room awkwardly, from the counter to the forgotten hot chocolate to anywhere but Regina. Her grip on her leather coat had slackened and her fingers moved absently on the sleeves, rubbing them in silent comfort.

Truthfully, there were times Regina thought the pirate and savior had bonded over their apparent mutual love of leather coats. Someday they might actually buy themselves matching jackets and then surely the world would finally end.

Leather.

That could work, Regina decided.

"Tell me, Ms. Swan, did you start wearing pantsuits in New York? Or since you've come back?" Green eyes tightened and moved back toward the queen.

"No?" She answered slowly, wary.

"And did you stay in the same, unfortunate, line of work in bail bonds while in New York?" Regina pressed.

"Well, yeah, but-"

"And you're still wearing that ridiculous red leather jacket all the time?"

Emma wrinkled her nose at that. Her hands moved to rub her leather-clad arms, as though the jacket were a living thing insulted by the queen's disregard for it.

"How's it ridiculous? I like this jacket."

"My point exactly. A few contextually altered memories aren't going to magically turn you into me. You are no one other than yourself, no matter how much I wish I could miraculously give you a sense of fashion."

That seemed to give the savior reason to pause for thought. Her mind working through everything Regina had said.

"Does this mean I have to start baking for school PTA meetings now? Cause I was kind of glad to have avoided that here."

Regina couldn't help chuckling at that. It wasn't often the savior made her genuinely laugh, but at the very least it meant the storm had passed and hopefully they could move forward.

They spent the next few hours questioning each other on the context of their memories from Henry's childhood. Townspeople milled in and out of the diner, throwing curious glances at the pair still sitting in the corner booth, laughing and smiling in a way many would have deemed impossible between the savior and evil queen.

But the two paid them all no attention.

There was so much for them to talk about, so many memories for them to relive. Regina's memories may have been the true ones, but Emma's had some arguably more entertaining facets. One of Emma's favorite memories of Henry as a toddler in Boston was of her son chasing after ducks in the Boston public gardens with scraps of bread, only to fall headlong into the pond where Emma had to fish him out. There had been cheers and catcalls from passersby and a kindly woman with a spare towel and a sharp tongue. According to Regina, that had happened in Storybrooke too, but at the local pond and with no witnesses to Regina wading through the murky water in her pantsuit after Henry.

That image alone had brought a fresh round of laughter to the pair, raucous and louder than either could remember letting out in a long time.

It must have been a lot to take in, Regina decided, two lives in your head and only one of them actually your own. Even worse, the details of the other life may have been different but the basics were still real. Emma would likely be sifting through the truth and falsities of those given memories for years to come, trying to decipher what had actually happened and what was just a matter of context.

Regina reasoned that in some ways it was actually a blessing in disguise, or a cruel taunt depending on the viewpoint. Emma wasn't there for Henry's childhood, but through the false memories she at least had some notion as to what happened. It wasn't something she could particularly bond over with her son, but she could at least be in the loop when Henry mentioned something from before her arrival in Storybrooke.

By the time either had the wherewithal to actually look at a clock, the untouched hot chocolate had gone cold between them and the diner had crowded with townspeople eager for dinner. Emma sheepishly confessed that at breakfast she had promised Mary Margaret and David that she would make them dinner so they didn't have to sit through more pasta dishes, and that she had started baking pear turnovers earlier that afternoon for dessert.

"Your recipe," She admitted, sliding out of the booth, "It's kind of what sent me here after I realized that it was, well you know." Her arms had long since dropped from their death grip around herself, and now hung comfortably by her sides.

Regina cracked another smile, before moving out of the booth herself. "I understand," She added.

Emma's face was suddenly thoughtful, and before the queen could turn to leave the diner Emma was rushing through her next words. "Hey Regina, thank you, for this afternoon and all of…" Her hands gestured vaguely around her head, unsure how to phrase just what she was thankful to the other woman for.

Regina understood anyway, and gave the blonde a small smile. "You're welcome, Ms. Swan." And with that, Regina was ready to head back to her house alone, but was stopped again by the savior.

"Wanna come with? Between the two of us we could cook something really good and then scare Henry with crazy childhood stories."

Regina paused, taken aback. Her mind wandered back to something Gold had once told her what felt like ages before ("Maybe one day, they'll even invite you for dinner.") and her smile grew. Maybe that day had finally come.

"Sure. Why not."