A/N: New chapter! Flashbacks are in italics and are told in third person POV. Next chapter there will be more flashbacks, and a little more Emma/Regina interaction. I hope you are all enjoying the story! Please review!

"Hey, Ems! Where's the fire?" Belle asks loudly behind me, her accent coming out thicker than usual. I turn around and smile sheepishly at her, slowing down my strides to our ethics class in order to fall into step with her and Ruby. As I walk beside them, my two friends look at me in amusement, my cheeks tinging pink at their knowing smirks.

"Oh, I think the fire is in the form of a Latina ethics professor. Just think of Emma as a moth; she's simply just attracted to the flame. You can think of me as a moth as well, because I am right there with her." Ruby says with a chuckle, throwing an exaggerated wink at me. My cheeks burn brighter at that, and I face forward, ignoring the teasing smirks Ruby and Belle throw my way. Ruby lets out a breathy chuckle and links her arm through mine, resting her head on my shoulder briefly as we walk into the building. "Relax Emma, I'm only joking…well, partially. Professor Mills is totally hot, and I totally don't blame you for crushing on her." Ruby says softly. I scoff at her and shake my head in the negative.

"I do not have a crush on Regina." I say unconvincingly. Ruby and Belle look at me with a strange expression, a strange smirk crossing their faces.

"Oh, so it's Regina now? I didn't realize you two were on a first-name basis." Ruby says with a quirked brow. I realize my slip-up and sputter out a string of gibberish and feel my face warm with another blush. I haven't told them who Regina was to me yet, but I'm sure they'd get a kick out of my former babysitter being my current college professor. Ugh, I haven't even seen Regina today, but just the mention of her causes me to blush like a little schoolgirl.

"We aren't, I just-shut up!" I defend weakly, ignoring the chuckles coming out of Ruby and Belle's mouths. As we make our way into our class, I immediately spot Regina sitting on top of her desk, her gorgeous legs crossed one over the other. Today, she's wearing a gray pencil skirt paired with another white button down, except, unlike our encounter in the library two nights ago, only the first button is undone on the blouse. As I begin following Ruby and Belle up the stairs leading up to the middle row where our usual seats are placed, I catch Regina's eye, the brunette aiming a small smile at me before her eyes snap back to the textbook in her hand. Butterflies fill my stomach at that smile…no matter how small and insignificant that small smile may seem to someone watching from an outside point-of-view, that smile meant the world to me. That was the smile that made me fall for her in the first place.

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12 Years Ago

"Regina?" 8 year old Emma says timidly, careful not to startle the teenaged girl sitting on her couch, the brunette concentrating intently on an open page of one of her textbooks. A 15 year old Regina slowly turns towards the 8 year old with a soft smile on her face.

"Yes, sweetie? Do you need something?" Regina asks the little blonde girl kindly, internally giggling at the timid look on the younger girl's face. Emma's cheeks tinge pink at the smile being aimed at her by Regina, a reluctant smile of her own starting to form on her lips.

"I was wondering if you could help me with my history homework." Emma mutters quietly. "It's okay if you can't, I see that you're busy with your own…I could wait 'til your done or something…" Emma mutters out again, Regina smiling at the adorableness of the girl before her. Regina places a comforting hand on the blonde's shoulder, the blonde's green eyes locking onto Regina's brown ones. Regina smiles brightly at Emma this time, the butterflies in the blonde's stomach suddenly emerging and flapping around wildly. She's gotten the butterflies in her stomach before, during her first encounter with Regina…but this seemed different. These butterflies meant something; Emma just didn't know what; but she figured that she could figure it out another time. First things first, though: get help with homework.

"Of course I'll help you, just bring your homework over here and tell me what you need help with, okay?" Regina says gently. Emma nods at her with a wide smile and turns on her heels, scampering off in the direction of the kitchen counter where her textbook and homework was laid out. Emma grabs her things and goes back into the living room, taking a seat beside the older brunette. Regina closes her own textbook and faces towards Emma, the bright smile still on her face. "Okay, what would you like me to help you with?"

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It was then that I started noticing that the butterflies in my stomach meant something…I just didn't know what. It wasn't until I was 10, did I finally figure it out for sure. Except, even at 10, I still wasn't sure of the extent of my feelings for the brunette. I'm suddenly snapped, and I mean literally snapped, out of my thoughts by Ruby's fingers snapping in front of my face repeatedly, successfully pulling me out of my thoughts. I blink my eyes a few times, finally turning my attention to Ruby to see a concerned expression on her face.

"You alright there, Swan? You just blanked out for a good ten minutes." Ruby whispers to me. I'm about to ask her why she's whispering when I notice Regina walking about the classroom, her textbook in hand, and all of the class' attention on her. My mouth opens in shock when I realize that the lecture has already started. I clear my throat awkwardly and muster up a small smile at Ruby.

"I'm fine, I just got lost in thought." I whisper back to her. She cocks a brow at me and tilts her head to the side; studying me.

"What were you thinking about?" She whispers curiously. I just shrug at her and avoid making eye contact with her. Ruby can read me just by looking into my eyes. It's almost as if she could read my every thought and stare into my soul. So, I avoid looking directly at her.

"Just school stuff." I whisper in reply, my eyes facing to the front of the class, watching Regina's every move as she explains something in the book. I am so lost as to what we're even discussing that I don't even notice Ruby flipping my textbook to the appropriate page. I look down at the page in my book, Ruby's index finger pointing to the section Regina is explaining. I look back to Ruby and smile at her in thanks. She shrugs nonchalantly and shoots me a small smirk as she faces forward, giving Regina her undivided attention.

I listen to Regna as she discusses Kantian ethics, not quite following along, considering that I missed the first ten minutes of her lecture, but I'm still trying nonetheless. I watch as her ruby red lips move with every word she says, noticing the tiny smirk that quirks at the corners of her mouth as my male classmates try to woo her with their correct and impressive answers. I roll my eyes at their obvious ass-kissing and chuckle to myself as one of the male students blow a kiss at Regina, receiving a less-than-amused eye-roll from her. Regina, then, turns back to her textbook, reading out another paragraph of our chapter, calling on Ruby to give her interpretation of what the chapter means. I turn to Ruby and listen as she gives an elaborate and well-thought out answer, impressing both Regina and myself with her quick thinking,

"Well-said, Miss Lucas." Regina says to her with a small smile, her eyes drifting to me and lingering on my face for a few moments before she moves on, looking up at the clock. I follow her line of sight and see that there's still ten minutes left of class. Regina turns back to the class and gives us a bright smile, a smile that I was familiar with during my elementary years. The smile that helped start it all. The smile that helped clarify my feelings. "I'm going to stop here, we'll continue this discussion on Monday. Be sure to complete the discussion questions posted on my website, and bring it to class to turn in. Have a nice weekend, everyone! See you next week!" Regina says to the quickly dispersing class. Ruby, Belle, and I get up from our seats and begin packing up our belongings, more than ready to head out and begin our weekend. As we walk down the aisle stairs and make our way to the exit, Regina stops us, aiming an impressed smile at Ruby.

"I was very impressed with your interpretation, Miss Lucas. It was well-thought out and very insightful, well done." Regina praises, patting Ruby in a friendly matter on the shoulder. Ruby blushes at the attention and smiles back.

"Thanks, Professor."

"See you all next week, have a nice weekend." Regna says to us, aiming a small smile at me as Ruby and Belle head out. I linger by the door for a few seconds and stare at Regina, surprised to see her staring back at me. "Did you need something, Miss Nolan-Swan-just Swan?" Regina asks with a tilt of her head, a smile tugging at the corner of her lips. I flush under her gaze and shrug awkwardly.

"Are you sure you and I have never met before?" I ask her. She raises a brow at me and shakes her head in the negative.

"I don't think so, Miss Nolan. I'm pretty sure I would have remembered meeting you."

"Why are you so sure that you would have remembered?" I ask curiously. She smirks at me.

"Because it's not every day that I meet a woman as gorgeous as you, so trust me…I would have remembered you." Regina says, not in a flirty tone, but in a matter-of-fact tone. I blush at her admission and nod absently. "Just out of curiosity, how old are you, Miss Nolan?" Regina asks suddenly, my face scrunching up in confusion at the random question.

"20, why?" I ask, my confusion still completely evident on my face. She looks lost in thought for a moment, shaking herself out of her momentary daze before offering me a small smile.

"No reason, but hey, it looks like we're close in age. I just turned 27." Regina says with a chuckle, her eyes getting a distant glint in them as she stares at me with intrigue.

"What?" I ask her curiously.

"Nothing, Emma. You should go, your friends are waiting for you." She says to me, causing me to turn my head past the classroom exit and down the hall where my friends are waiting on a stray bench. Ruby and Belle are in deep conversation, occasionally glancing in my direction before turning back to one another to continue their conversation. "I'll see you next week, Miss Nolan." And with that, Regina turns on her heels and walks towards her desk, gathering up her belongings. I take that as my cue to leave, turning around with my backpack on my shoulder, and walking towards my two friends. They both stand up when I approach them and motion for me to follow them. Once we're out of the building, Ruby and Belle turn towards me, curious expressions on their faces.

"What?" I ask self-consciously.

"What were you and the professor discussing? Did anything you guys discuss relate to having hot and steamy sex in her office?" Ruby says with a suggestive wiggle of her eyebrows. Belle and I snort at that.

"No Rubes. We were just talking about the assignment due on Monday." I lie easily. They eye me suspiciously, obviously not believing my lie, but neither of them question it.

"If you say so, Ems." Ruby says in a sing-song voice. Belle giggles at her and I just roll my eyes at the two. They are so going to end up dating again. I can just see it happening. "Let's head home, make some lunch, and talk about how hot you are for Professor Mills." Ruby declares loudly, my eyes widening in embarrassment as the subject of our discussion passes by us, slowing down to raise a brow at us. Ruby, Belle, and I flush in embarrassment at Regina's amused smirk. Wordlessly, Regina walks past us, the amused smirk still on her lips.

"I hate you." I grumble out. Ruby smiles sheepishly and drags me and Belle by the hands, leading us over to the waiting shuttle buses.

"Well, if she ever realizes that she wants you, at least she'll know that you want her too!"

I despise Ruby's logic. I despise the fact that I am considering the possibility of Regina wanting me, even more.

I despise the fact that Regina still doesn't remember me, the most. Looks like getting her to remember me is going to take a lot of work. Damn it…