A/N: Backstory time. I promise they have a real conversation in the next chapter.

Friendship is a strange thing. You can be thick as thieves one day and then practically strangers the next. Long before being accepted to Hogwarts, Emma Swan had already realized how fleeting people's interest could be with someone who trouble seemed to follow like sore thumb. She was decidedly against caring.

When she was seven, she had a foster brother named August. They'd both been through more than enough families to fully trust that the one they were in now was going to last long. They promised they'd stick together through whatever happened, but one day an older gentleman appeared with tears in his eyes and August was whisked away to his dream life. A week later he appeared at school with a new haircut and nicer clothes and Emma didn't exist. His dream life apparently didn't include her and the weird things that happened around her.

She met a girl named Lily shortly after as she was shop lifting dinner and thought a friend could be better than a brother. They bonded as fellow orphans and ran around town like they owned it. That is until Lily's father showed up. Emma was the one who turned her back this time. Everyone was a liar and no one really cared.

When her letter came for her, she scoffed at the idea of magic. Emma imagined all it did was make people feel more entitled. At least it explained why things always seemed to happen around her.

Despite her reservations, Hogwarts impressed her. It was a castle after all. Everyone was welcoming and she actually felt comfortable enough to start to think of it as a home. Even Muggle-born and poor, she felt on equal footing with her classmates. They all ate the same food and slept on the same beds and she was no longer seen as troublesome. She even liked her fellow Gryffindors. Walking into the common room for the first time she had felt a weight lift off her shoulders. She wasn't strange or different. She was a Gryffindor.

Christmas break was her first happy Christmas. It was the first time she met Regina Mills. The prickly Ravenclaw sat at a table at breakfast that first morning with her head in a book about horses. Girls with horse obsessions were okay in Emma's eyes so she sat beside her. She was wondering if the prissy second year had her own pony when serious brown eyes caught her staring.

"What are you staring at?" the girl snapped at her. Emma blushed and looked back at her meal mumbling an apology. She couldn't help but smile a little. She always knew where she stood with people that didn't hold back and she liked that. She proceeded to sit next to the girl every chance she got over the next two weeks.

By the great feast, she knew that Regina was honest to a fault and a complete asshole, but she smiled when Professor Longbottom made them flower crowns and didn't laugh too hard when Emma's cracker blew up in her face at the Christmas feast. She even gave Emma a drawing of a horse as a last minute gift when Emma presented her with the apple tart she had nicked from the kitchens.

Christmas break ended with shy smiles and they went back to their separate lives. In such a large castle in separate houses and years, they rarely even saw each other. Both felt like it had been a small Christmas miracle and with so little special and good in their lives they took it for what it was and cherished it. Emma liked that it was short lived. It didn't give Regina the chance to ruin it.

Summer came quickly and Emma had to return to the foster system. She was scheduled to stay at a magical group home and didn't imagine it would be much different than any of the other homes she had stayed in. She had decided that magical people were just the same as Muggles even if Professor Longbottom had been exceedingly kind.

When her social worker arrived at Platform 9 ¾, she discovered another Gryffindor was joining her for the summer. He was a quiet older boy named Neal and together they spent the summer dreaming about their return to Hogwarts. Time passes slow when you have something to look forward to and for the first time ever, Emma did.

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When Christmas break approached again, Neal pulled her aside and told her a friend was having him for the holidays. Emma simply smiled and bid him a happy holiday. It felt nice to have someone concerned for her even if she didn't trust it completely. She didn't mention the Ravenclaw she was hoping to see.

Sitting in a prime spot by the fireplaces in the Gryffindor common room, she wondered if she had idealized the whole thing. Regina might not even be at school this year. She felt over prepared with her small gift wrapped under her bed. She hadn't spoken to the girl at all since last winter and barely ever saw her in passing. She had tried to meet her eye at dinner a few times, but Regina always had her head in a book even while eating.

All her fears melted away when she came down the next morning and saw the brunette grinning at her from the spot they occupied most of the last break. Regina schooled her face into a less obvious smile as Emma approached, but Emma knew the girl was happy to see her. She was happy, too.

They spent the holiday much as they had the year before, working on schoolwork until Emma grew bored and dragged Regina out into the snow. This year they were prepared with gifts. Regina kept her little apple in her pocket for months and would run her thumb over it whenever she felt anxious. Emma spent the next few weeks cuddling with Quidditch for the Ages and her very own Snitch.

Emma had never understood the big deal about the Snitch. She could always spot it well ahead of the teams' Seekers and often argued with her house mates that it should count for less. It was clearly her favorite.

Her foster family over the summer didn't have brooms for her or the other kids to use, but some of the neighborhood kids let her borrow theirs just to watch her in action and to use her snitch. It was no surprise that she made Seeker and even with a shoddy school broom managed to bring Gryffindor to victory over both Slytherin and Hufflepuff. Secretly, she kinda thought they should have lost. Their team kinda sucked.

When the holidays came again, a more confident Emma Swan joined Regina at their table. Regina herself felt softer and less antagonistic. Somehow they had both found friends over the last year, but this still felt special to them. Regina gave her a circle necklace. It was simple, but perfect and she put it on immediately.

The following Christmas, Regina was in love. Her face glowed with joy and Emma was so happy for her friend. Daniel rode horses and Emma had seen him around. He was known for being sweet and overly kind. She approved.

Neal had gotten her a little swan charm and she hung it beside Regina's circle. They talked about love and boys. She wasn't sure about Neal. Both awkwardly confessed to liking girls as well.

Regina bought her a new fancy broom and Emma called her a traitor to Ravenclaw while Regina just laughed. Emma had saved up and bought Regina a magic pocket watch. It wasn't fancy, but Regina loved it.

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The Christmas of her fifth year, Emma came down from the Gryffindor common room unsure if she would find Regina. Even though her friend Ruby from Quidditch tried again to get her to come stay with her and her Granny, she stayed just in case.

Daniel had not returned to Hogwarts that fall. There had been talk of a horse riding accident. It had broken Emma's heart. She had often watched them from her broom during Quidditch matches. They would snuggle together and cheer for her. It had felt like seeing True Love and gave her hope of finding it herself one day.

His death felt like another reminder for someone who didn't need reminding, that life was unfair and cruel.

Regina was there, but not really. She was a shell of her former self and when Emma nearly fell in the frozen lake a few days later, real terror flashed in her eyes as pulled her back. Emma didn't even fight back when Regina screamed at her.

It was a somber Christmas. She watched Regina spin the ring Daniel gave her round and round her finger. The night before everyone returned, Regina collapsed in her arms in a dark corridor. Emma stroked her hair as she sobbed and sobbed. There were no gifts that could make it better. Emma just held on as tight as she could.

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Their next Christmas was their last. Regina was a seventh year and would no longer be returning to Hogwarts. She had been made Head Girl to Emma's Quidditch Captain. They were worlds apart.

Regina had developed a reputation for being cold and intense whereas Emma had blossomed into a protector of the weak and was well liked by all even if she didn't really understand why.

None of it mattered when Regina looked up from breakfast and smiled at her. Emma flopped into her seat as usual and grinned at the older girl. Regina's spark was back and Emma couldn't be happier.

"Since this is our last Christmas together, I've decided to teach you everything I know about this place."

"You've decided, eh? What about our school work?"

"That's unimportant."

"Unimportant! Blasphemy! What would the other students think to hear their Head Girl speak in such a way?"

"Shove it, Swan."

"And what makes you think I don't know any of these mysterious mysteries?"

"Because you are a dumb jocky Gryffindor with no imagination," Regina snarked.

"Hey!"

"You want me to show you or not?" Regina asked impatiently.

"Oh hell yeah, HG."

"HG?"

"Head Girl."

"Well it's better than Gina. I don't know how many times I've had to tell the Gryffindor prefects to call me Regina or Mills. It's enough to make me want to hex them all."

"Well, Gryffindors are know for their bravery."

"And stupidity. Come on I've got a lot to show you and not a lot of time," Regina said taking her hand and pulling her up. Emma feebly protested missing breakfast, but Regina still had a hold of her hand and she found it wholly distracting. They spent the morning in Regina's haunts and Emma didn't regret putting off her Transfiguration essay one bit. Regina promised to show her more the next day and nodded sagely when Emma joked about bringing a notebook.

That night in bed she couldn't forget the way Regina's hand felt in hers or how her body had felt pressed against her when they had ducked into a closet to hide from Professor McGonagall. They hadn't even needed to hide, but Regina's eyes had been lit with mischief and Emma had followed along wanting nothing more than to spend eternity running around with the girl. Her heart beat heavy in her chest as she remembered. She loved Regina sure, but this felt like a different kind of love. She stared up at the ceiling hoping it would somehow give her answers.

Regina's lips held an unexpected attraction over the next few days and Emma wondered what they would feel like pressed against her own. It felt like Regina spent more time touching her than any of the years before. She often kept a firm grip on her hand as she led her about the castle. Her eyes held a softness that made Emma think that maybe Regina was feeling the same things she was.

The hitch in her breath a few days later when Emma tripped while playing in the snow and landed on her suggested she did. So did the way her eyes drifted to Emma's lips. She felt herself leaning forward as Regina's hand moved up her back. She licked her lips as she stared into Regina's eyes. She took a deep breath and had just worked up the courage to close the distance between them when she felt the snow drop down her neck. She fell against her shuddering as Regina laughed.

"Not the hair!" Regina shouted as Emma retaliated. Regina deftly rolled them and straddled Emma's waist. She looked up at Regina's flushed cheeks and grinned, vowing to herself in that moment that she would at least try. Regina would be gone when the year was up. This week was her only chance and she would regret it forever if she didn't at least try.

A few nights after Christmas, they snuck out after hours. The teachers were much less vigilant over the holidays and few prefects remained to notice their absence. As Head Girl, Regina probably could have gotten them out of trouble anyway.

Regina dragged her up to the Astronomy Tower. They bypassed the normal classrooms and went into a hidden room off to the side. It led to some spiral stairs and Emma followed close behind Regina. When they got to the top, Emma tripped in surprise. Regina grabbed her arm and steadied her as she took in the view. The top of the stairs led to open air with no walls or ceiling. Just sky.

"Relax, dear. It's only magic. There are walls," she said, releasing Emma's arm and looking around. She moved out into the center of the room. "Isn't it marvelous? Only the most advanced Astronomy students are allowed to use it."

"And those with strong stomachs," Emma said watching Regina peer over the edge. The castle surrounded them, but they had an unimpeded view of the ice-covered lake. She wondered how the giant squid was fairing in the cold weather. The moon reflected off the icy surface and the stars lit Regina's face.

"Beautiful," Emma murmured.

Regina turned to her with a smile. Her eyes narrowed on Emma's face. "You aren't even looking around. You are just looking at me."

"I know." Regina blinked as Emma drew closer.

"Oh," Regina said, realization dawning in her eyes.

Emma took her hands. "You're more beautiful than the stars."

"Emma," Regina said softly. Emma reached for her cheek. It felt soft under her fingers.

"You feel it too, right?" Emma asked leaning in. Surrounded by the stars, she touched her lips to Regina's gently. She felt Regina respond and her heart lifted only to crash moments later as she felt hands push at her chest. Emma fell back in surprise. The soft wonder was gone from Regina's face, replaced with cold anger. Emma felt her heart drop right into her stomach.

"No, Swan, I don't." Regina said. Emma took a step back colliding into the wall. As Regina advanced, Emma could barely see the girl she loved beneath the quiet rage and clenched jaw. Emma couldn't understand why she was so angry.

"How could I love someone like you? You are nothing." Regina scoffed. "You may be a Quidditch star here, but in the real world, we all know you are worthless." Regina looked her up and down before looking away. "Like I would be with a penniless nothing like you. It's no wonder your parents abandoned you." It felt like Regina had reached into her memory for all the weaknesses Emma had ever revealed and had been determined to expose them all. Effectively and efficiently ripping Emma's heart to pieces just as Emma knew her mother had taught her. Emma just couldn't fathom why. "Your friendship was just a joke between me and my friends. We laughed."

Emma couldn't take the abuse any longer and pushed past her without a word, blinking back tears. She looked back just once and saw that Regina had collapsed to the ground and was staring up at the sky. The light was just enough Emma could see tear tracks running down Regina's cheeks, but she couldn't let herself care. If Regina was willing to say those things, than it didn't matter if she cried about it after. Just because you feel bad about hurting someone doesn't automatically make the hurt go away.

That night after sobbing out her heartache into her pillow, Emma lay in bed curled in the fetal position wondering about Regina's tears. They said she was a liar and a coward and they removed none of the hurt. She just wanted to know why.

A few weeks later, she stopped caring about why and allowed herself to get angry. Finding Regina with her skirt hiked up and Maleficent's hands everywhere was the final straw. Mal Eldrax was exactly the type of person Regina professed to find worthy. Her family had power and money and her existence ruined any theory Emma had had about Regina being afraid to come out. Emma had no choice but to accept Regina for the horrible person she was and it killed her knowing she had let herself be fooled again.

The next Christmas, she went home with Ruby.