Emma stood in front of the cracked bathroom mirror brushing her teeth and listening to the curious noises on the other side of the door. It was late evening and after a luke warm shower under a leaky faucet and a constantly flickering light, she was starting to really miss Storybrooke. Home.

"Damn it!" Regina's voice carried clearly through the wall followed quickly by a sound suspiciously like something being thrown.

Emma paused and pulled her toothbrush out of her mouth. She cocked her head and listened more intently.

There was the definite sound of rummaging and then another BANG that could only be a bag being thrown at a wall. She then made out the sound of an annoyed sigh followed by the creaking of bed springs as the other woman sat down on the bed.

Emma returned her attention to the sink where she quickly rinsed her mouth out and gave herself a once over in the mirror. She was wearing a light coloured tank top and boy shorts as her night wear and she didn't look half bad in them. Her breath smelt minty fresh and her hair had been tamed to spill gently down her shoulders. She began to turn in front of the mirror but caught herself. This was ridiculous. This wasn't a date. She was just sharing a bed with a...friend. Regina wouldn't be paying attention to what she looked like. They were just going to sleep.

She did one last check despite herself and then headed for the door. She braced herself for whatever crisis she would find playing out on the other side.

The sight that greeted her was Regina bent over rummaging again through one of the many suitcases that littered the motel room floor.

Emma quickly tried to look anywhere other than the shapely behind on display. "Lost something?" she asked redundantly.

Regina swung around with fury in her dark eyes, but seemed to falter when she saw Emma. There was a moment of heavy silence where everything seemed to sort of stop as the brunette's eyes flickered briefly over Emma's body and slowly came back to rest on her face. Emma, for her part, didn't flinch or blush under the obvious appraisal, it wasn't the first time she had been subjected to this kind of look from the other woman and she was quite content to return the attention. She unconsciously ran a tongue over her bottom lip, a habit reserved only for these moments. And in the same instant Regina appeared to recover herself slightly and with some distraction said, "I must have left one of my bags at the last place we stayed. I'm missing my pajamas and a couple of outfits."

"You've looked everywhere?"

Regina arched an eyebrow and indicated the disaster area around them, "Obviously."

"What about the car?"

"We didn't leave anything in there, I'm sure of it."

Emma hesitated for a moment. She knew the reaction she would get, but she had to offer, "You can borrow something from me."

As expected, Regina just narrowed her eyes and went back to rifling through her suitcase, "I'll find something myself."

"Seriously?" Emma asked skeptically as she ducked a silky item of clothing flung unceremoniously in her direction. "Do you have anything soft or baggy in there? 'Cause sleeping in leather or fancy suit jackets will chafe like hell."

Regina shot her an evil look but had no comeback.

A few more moments of desperate searching and Regina finally relented with a pout. "Fine..."

"Here," Emma dug out an oversized t-shirt that she normally used as a nightgown and handed it over.

Regina was clearly deeply un-impressed but had the good grace to keep quiet. She took the garment and headed towards the bathroom.

***LATER***

The two women lay awake in the motel's double bed. Night had fallen a while ago and the darkness was penetrated only by the faintest of orange glows filtering weakly through the thin curtains. Outside there was the occasional sound of banging doors, footsteps, a car crawling by. But for the most part it was peaceful.

Emma lay with one armed tucked behind her head, staring up at the ceiling. It might have been too dark to see much of anything but she could feel Regina beside her and just knew that the other woman was no more asleep than she was.

Almost to prove her point, Regina let out a frustrated huff and Emma took it as her cue to break the silence.

"Hows the shirt?" She asked without turning her head.

"Fine...thank you," Came the slightly awkward reply.

"No problem. Consider it me finally paying you back for borrowing that shirt..."

"I believe you stole that." Regina replied. Her tone wasn't curt though. In fact it seemed to hold a hint of playfulness to it. It seemed that the blanket of darkness had emboldened them both.

Emma smiled into the darkness. "I returned it, that means it was borrowed."

"Enjoy my shirt Miss Swan, thats all you're getting." Emma still had vivid memories of that time before the curse was broken. There had always been something there. She remembered her own words the day she had planned to leave town. "Whatever this is between us needs to end." What had been between them? Whatever it was, she had felt it returning in recent times. The lingering looks and odd comments. But this time it felt slightly different, though she couldn't put her finger on exactly why.

Emma tried not to think about it. She tried not to think about how hot Regina looked in her t-shirt. She tried not to think about how the normally untouchable woman was literally laying right beside her in this bed. She could smell the faintest scent of perfume and shampoo. And she realised with a small sense of victory that she wasn't the only one to make a little more of an effort than usual.

It seemed the silence had gone on too long as this time Regina piped up, "Was Lily really your only friend?" The question held no challenge to it, only genuine curiousity.

"Was Maleficent really only yours?" Emma countered.

Another pause and then..."Yes."

Another weird connection. Emma frowned and then turned on her side to face Regina, or the dark, shadowed form of her anyway. "What about Tinkerbell?"

The only part of Regina that Emma could make out were her eyes which reflected the light of the streetlamp coming through the curtains.

"She was too late," Regina said flatly. It was odd how much easier it felt to talk under the blanket of darkenss. Neither could really see the other, just vague silhouettes, but they could feel each other.

Silence fell again as they both followed their own trains of thought.

"You know," Regina mused out loud, "I think this is probably the first time we've had chance to just talk."

"Well you can blame that on living in a town full of fairytale characters." Emma said...and then she found herself admitting, "Sometimes I miss life in the city."

"Would you ever move back there?" Regina asked. She turned on her side to face Emma and propped her head up on an elbow. Emma still couldn't see her well, but could feel the other woman closer than she was before and looming over her slightly.

Emma didn't need to see Regina's face to know what kind of expression would be displayed there - a mixture of fear and poorly concealed vulnerability. Not so long ago, if Emma had mentioned leaving with Henry, Regina would have flown at her in anger. She would have threatened and bullied to force her to stay no matter what the cost. But time had changed them both. However much the idea of Henry leaving hurt Regina, however deeply it cut, she wouldn't force them to stay nor would she beg them not to leave her behind again. She was still a proud woman.

"No," Emma replied honestly, "Storybrooke is my home, its where my family is. But, sometimes I wonder if Henry was right to want to take the magic out of Storybrooke."

"Magic comes with a price, but it does also have its benefits."

"Does it? I've been to the Enchanted Forest and for the most part it sucked. People never just tried to sort out their problems like normal people. It was all curses and sacrifices and destiny. I'm glad you got us out of there."

"You're glad that I cursed everyone?!" Regina asked in surprise. Emma could see in her mind the raised eyebrows and baffled expression.

"Well if you don't count the mass amnesia, it was actually a pretty nice place to live. I always thought of it as more of a sleeping spell you put on yourself and just dragged everyone along for the ride."

"A sleeping curse?" Regina asked in confusion.

"Yeah" Emma shifted her gaze up at the other woman, "You know - the kind where someone eventually comes riding in and wakes you up? It sounded less stupid when I was talking to Henry about it, " She mumbled suddenly feeling self-conscious.

There was a long pause, before Regina finally said, "Perhaps we should try and get some sleep."

"Right," Emma agreed and moved onto her back again, though she was acutely aware that Regina still hadn't moved and seemed to be looking down at her intensely. Or maybe she was imagining that part. Really just for something else to say, she added to the darkness, "Thanks for having my back earlier. For keeping me from turning."

Regina lifted her head and shifted closer. "You were never in danger of turning, Emma," She said seriously.

Emma looked sadly up at the other woman, "Nobody else seemed to believe that. Did you see how worried they all were? Even Hook gave me a speech about how easy it is to turn dark," She said, hurt colouring her tone, "None of them trusted me."

"I don't care what Captain Crunch and the Care Bears think." Regina said in obvious irritation, "You were never going dark." She stated with absolute conviction. "You are the most level headed person I know. Its one of things that infuriated me when you first showed up."

"Oh you pissed me off plenty back then. I had my moments."

"I'm sure my tree would agree with that statement."

The bed shook at little as Emma laughed. She then sobered again and looked up into Regina's reflective eyes, "Seriously though, I feel like even when you hated me, you still always believed in me."

"Well I could say the same of you. I might not have...appreciated it...at the time, but looking back you certainly gave me more chances than anyone else would have in your position."

"You really think I wouldnt have turned evil?" Emma asked in a small voice.

"Like you told me, there is no good and evil in this world. Its just real people with real problems."

Emma could feel Regina so very close to her and didn't have to see her expresson to know the sort of look those eyes were probably giving her right now. For a moment she considered reaching out and bringing Regina down over her. She would only have to move a few more inches. Their lips could find each other in the dark. She licked her lips as she imagined what Regina's would taste like. She imagined how soft the other womans skin must be, how good it would feel to run her fingers though her glossy hair. Her heart began thudding in her chest so loudly that she worried the other woman might hear. God this is so messed up. Hook's face floated into her mind and the heat she was feeling just seconds ago died as her stomach twisted. I'm supposed to be his Happy Ending. She felt like a liar even though she hadn't done anything wrong. She took a shuddering breath.

"I have to break up with Hook," She whispered suddenly tearful. The non-confession hung in the air.

The bed springs groaned loudly in protest as Regina eased away from Emma slowly and laid on her back again. Emma felt the loss but didn't say anything.

"Well come by the mansion afterwards." Regina said softly, "I'm sure Henry will be wanting to spend time with both of us when we get back. Something to look forward to, right?"

"Right," Emma confirmed gratefully.

"Now," Regina said in mock annoyance, full snark-mode engaged, "Are we done? A queen needs her beauty sleep."

Emma snorted and rolled her eyes, instantly feeling better, "Yeah, don't let me keep you, Your Majesty"

Emma closed her eyes ready for sleep until another thought came to her. "Hey, Regina -"

"Ssshhhhhhh"

Emma snapped her mouth closed and resisted the urge to peak at her companion. She shifted once more, huffed and finally whispered, "Night, Regina."

"Get out of my life!" Regina screamed at her mother as the pain tore through her abdomen. Her voice echoed all through the castle. Her mind crawled with all the vile, manipulative words her mother had spewed at her over the years as she tossed the cup aside. '

'Love is weakness'

'You'll never find happiness, you don't know how'

'Stupid Girl'

'No one will ever love you'

'I love you'

'Listen to me and we'll fix it'.

Still bent double with pain, Regina turned to stumble out of the room, but she found it blocked. "No," she moaned. "This can't be happening!". Daniel and her Father stood in the doorway silent and accusing. Their dead, hollowed out eyes stared at her, their bodies decaying corpses.

Regina turned away only to the come face to face with Marian. "You killed me Regina. You're the reason Roland never knew his mother."

"That was my sister, not me!" Regina replied desperately through clenched teeth. The pain of the potion was spreading, she felt her heart constrict. It was hard to stand.

"It was you the first time around." The dead Marian corrected her coldly. "And now you've left him there with that witch. But I shouldn't be surprised. Hes not the first child whose life you've ruined."

"Thats right, what about me?" With an effort Regina turned her head to see the stranger who had shown up in Storybrooke right before the events of Neverland. "You killed my father in cold blood. You made me an orphan. And for what?!"

Regina stared in horror as more corpse-like people began appearing around her. The room spun. And from somewhere she could hear the maniacal high-pitched laughter of Rumpelstiltskin. It penetrated her mind and a purple haze fell over her vision. She sank to her knees.

"How many innocents have you killed over the years?" The collective voices of the dead demanded. Regina closed her eyes. This wasn't real. This wasn't real.

"This is why you'll never be happy. You don't deserve it. Your're sick! Twisted!"

Regina could barely think. The weight of several different lifetimes pressed down on her. She felt sick. She remembered giving the orders to kill. She remembered ripping out hearts and crushing them to dust. But she also remembered how she felt when Daniel was taken from her in that stable. She also remembered anger and despair slowly slipping into cold numbness as she wasted away as the bride of a king who didn't love her. She remembered every wretched thing that had happened to her and from somewhere deep inside she found the strength to answer her ghosts. She lifted her head and glared defiantly back at her accusers, "This whole world is twisted! And if I'm a monster its only what Mother and Rumple made me into. I can't change the past. But I've been trying to be better!"

The corpses crowded closer and started to reach out to her. Regina couldn't move. The screams of a thousand victims filled her head until she thought it would burst. And then Rumple's voice carried over the din, "You'll fail in the end, Deary. You can't change Fate."

Regina grunted in pain as her vision started to fail. "Watch me!" She spat out.

And then the floor gave way. She fell into nothingness with screams still tearing though her head.

3AM.

Regina jerked awake with a gasp. It took a moment for her to get her bearings. The motel, she was safe in the motel. She breathed out in relief and pulled herself up into a sitting position. The bed springs creaked loudly and beside her she heard Emma shift on the bed and mumble something vague. Regina instantly froze and held her breath hoping she hadn't woken the other woman up. Thankfully, the Saviour fell still again, seemingly oblivious to everything.

Regina brought a shaking hand to her forehead and tried to calm herself. Nightmares were not new to her, but it had been a while since she had experienced one so vivid. Her throat tightened as her emotions battled each other. And as she sat in the bed surrounded by the oppressive darkness she couldn't help but feel utterly alone. It was the feeling that dogged her, the thing that she could never escape. Whatever else she felt, whatever she did, there was always something missing, a loneliness that could never be banished.

Regina took another breath to steady herself and then eased herself back down on to the mattress. She needed to get a hold of herself. But as she stared up into the dark nothingness of the room, a small sob escaped her in spite of her best efforts. This time the lump beside her seemed to shift with more purpose. Regina froze again and waited for a light to go on or Emma to call out. She waited for the embarrassment of having to explain herself. Instead, to her surprise, she simply felt a cool hand find its way to her own. Emma squeezed her hand gently and then entwined their fingers. It was a beautifully simple gesture, but one that calmed Regina almost instantly. She allowed her hand to stay entwined with Emma's and took comfort in the the silent support and affection that the simple gesture signified. She closed her eyes and re-routed her thoughts to her life in the present. To her son and her family. To the woman beside her who had stubbornly refused to be pushed away and who, in spite of eveything, cared about her.

This time the nightmares didn't find her. This time she slept in comfort.