After Ruby went home, Emma was left dwelling on their earlier conversation. Ultimately, Emma knew that Ruby was right. If she wanted to have any kind of relationship with Regina, even just friendship, she needed to be mature about things and actually talk to her. Regina's behaviour strongly suggested that she wasn't likely to make the first move, so the ball was most definitely in Emma's court. Despite this, she found herself dreading the prospect of a conversation. If she was honest with herself, it was almost certainly because she was afraid of how Regina might respond, afraid of the possibility that this was as far as it went, and that Regina was opting out entirely.

Emma knew that she just wasn't ready to face this yet, and she felt the familiar urge to get away. If it weren't for the track meet on Saturday, Emma would have planned to get out of town as soon as school finished on Friday. As it was, she was seriously contemplating driving to Boston for a night out as soon as the meet was over. All of a sudden, Storybrooke was feeling exactly like the small town that it actually was; her desire for anonymity was suddenly overwhelming. She needed time and space to breathe, and she needed to leave behind the sense that her every move was under scrutiny, well-meaning though that scrutiny might be.

It was impossible to go anywhere in Storybrooke without running into someone who knew her or knew of her. A simple trip to the grocery store could turn into an extended expedition, if for example, she ran into Mary Margaret. She'd end up caught up in a conversation about how Mary Margaret's kindergarten students were going, and how Emma's track team was going and all sorts of other things. It would also likely lead to a dinner invitation. Or otherwise, one of the townspeople would try to engage her in gossip about anything from the football team to rumours about staff at the school, or they'd want to know more about her background, given how few strangers came to town. What had initially been charming and strangely homely was now starting to feel stifling.

She definitely needed to get out of Storybrooke.

Friday morning, Emma had a spare during second period, which she planned to use to go over her strategy for Saturday's meet and consider any last minute changes she might need to make to her line-up. After her 8th grade class, she headed back to her office. As she arrived, she was startled by Henry poking his head around the corner, obviously hiding out waiting for her.

"Hey Miss Swan."

Emma raised an eyebrow and made a big show of looking at her watch. "Hi Henry. Shouldn't you be in class right now, kid?"

Henry leaned against the wall, scuffing his shoes, refusing to make eye contact.

"Kid, I know that sixth graders don't get unsupervised spare periods, and you don't look like you're dressed for gym class. What's going on?"

He finally looked up at her. "Mom told me about my parents last night."

Emma unlocked her office door and motioned for Henry to follow her in. "Okay, kid. Have a seat and talk to me."

Emma pulled out two chairs, deciding to eschew the usual barrier of her desk in this situation. Henry sat staring at his hands, fidgeting with a loose thread on his sweater. Emma waited for him to be ready to talk; she knew there was no point rushing him or trying to force him to speak.

Finally, he looked up, and Emma's heart broke a little at the sadness in his eyes. "She said that they're both dead." His voice cracked a little as he spoke. "They died in a car accident when I was only a couple of months old."

"Oh, Henry, I'm so sorry."

"She didn't know my father, but she knew my real…" He hesitated for a moment. "She knew my birth mother. Mom said they hadn't talked in a while, but she found out when they died that my birth mother had listed her as my guardian."

Henry reached into a pocket, handing her a worn photograph. "Mom gave me this photo of her. She said it's the only one she had."

Emma examined the photograph; the subject was a striking woman with auburn hair. "She's beautiful," she said, before handing the photo back to Henry.

Henry sighed. "Yeah. I love my Mom, but I kind of wish I'd had a chance to know her as well. It's weird. It's like she's a part of me, but not at the same time, and I don't really know how I should feel about that."

"Henry, it's okay if it takes you a bit of time to figure things out. It's also okay to feel sad about something like this. You're not betraying your Mom by feeling like this is a loss. Feeling some sadness or grief about your birth parents doesn't change your love for your Mom in any way."

Henry screwed up his face. "I kind of feel guilty about wanting to know more about them. But I also feel kind of angry at Mom for keeping them from me."

Emma put a gentle hand on his shoulder, trying to communicate reassurance. "That's okay too. She loves you, kid, and that means that she'll be able to accept that. The love that you two have for each other can handle a few bumps and jolts along the way without being damaged. Just be open with her."

Henry nodded, and they sat in silence for a moment.

"Henry, have you thought about talking to Dr Hopper? I think he could help you with this."

Henry looked a bit panicked, and Emma realised that he might have thought that this was a brush-off. "Henry, you can talk to me anytime. I'm always here for you, I promise. It's just that Dr Hopper knows a lot about how to deal with change and what you can do to make things easier. He's also a really good listener, and sometimes it can help to bounce ideas off someone who has a bit of distance from your situation. Just have a think about it – no pressure."

"Okay Miss Swan, I'll think about it."

Sitting there across from Henry, Emma was finally struck with the realisation that there was more to all of this than just herself and Regina and whatever might be between them. There was also a sweet, sensitive kid who was wounded and confused, and his feelings and well-being were far more important at that moment than hers. The feelings of frustration and disappointment were not erased entirely, but they were tempered with awareness, and suddenly Emma felt a little bit of shame at her overwhelming self-pity of the past few days and the way that it had stopped her from thinking about how much more complicated things were for Regina.

She was shaken from her moment of reverie by Henry speaking again. "Thanks for letting me talk, Miss Swan. I know I'm supposed to be in class, but I just couldn't concentrate this morning."

"Hey kid, it's no problem. Just don't make a habit of skipping class." Emma looked at her watch. "You've got about half of second period left. Are you ready to go back to class, or do you want to wait until recess?"

"I'll go back to class. I've got science, and Mom'll kill me if she finds out I skipped."

"Okay." Emma grabbed a slip of paper and scribbled a quick note for Henry to give to his teacher. "Come on kid, I'll walk you back up."

As Emma was locking her office, Henry spoke again. "Miss Swan, are you and Mom fighting? I tried to convince her to invite you to dinner again, but she said no."

She forced a smile. "Henry, there's a lot going on with you and your Mom at the moment, and I'm sure your Mom is pretty preoccupied with that. I'm sure she doesn't want the added stress of playing hostess."

"Yeah, maybe. Just, every time I've mentioned you in the past few days she's gotten this weird look on her face. Like she's kind of sad, or something." Henry frowned. "Then she usually snaps at me and tells me to go clean my room, or do my homework."

"Mmm. I'm sure it's nothing, kid."

Emma was distracted by the sight of a man she didn't recognise lurking near the entrance to the gym, and missed Henry's response.

Henry obviously noticed her distraction, because he was now looking over towards the gym. "Hey, Miss Swan, who's that guy over there?"

"Not sure, kid. He looks like he might be lost, so I'm going to see if I can help him out. Do you think you can make your own way up from here?"

"Yeah, I'll be fine. See you tomorrow, Miss Swan."

Emma watched Henry walk back for a little while, before making a beeline for the guy she'd seen near the gym. He'd started to walk away, not in any kind of hurry, and she shook her head as she recognised his air of studied innocence as the kind she had cultivated during that period of her teenage years when she'd viewed rules and laws as optional rather than compulsory. She quickened her pace, sizing him up as she approached: mid-thirties, dark hair, leather jacket, the kind of stubble that's supposed to look careless, but actually takes a lot of work to maintain.

Emma caught up with him. "I don't think you're supposed to be down here."

He looked at her with what Emma could tell was feigned surprise. "Oh, I'm just here for a tour of the school. I'm thinking of moving to the area, and I'm checking out schools for my son."

Emma raised an eyebrow at the sound of an accent. Definitely not from around here. "It seems like you're a bit lost then. The school's pretty big. How about I show you the way up to the administration building, and you can continue your tour?"

"I don't want to be any trouble. I'm happy to keep wandering around. Maybe you can just point me in the direction of the administration building."

Emma wasn't buying his act for a second, but she wasn't quite sure what his angle was – thief, garden variety pervert, or something else, like a custody situation. Or maybe he was exactly what he said he was. She shook her head. "As a father, I'm sure you can understand that the safety of our students is our number one priority. I know you wouldn't want to send your son to a school where strangers can just wander around the campus unchecked."

He grinned rakishly, stepping a little closer, slightly invading her personal space. "Of course. Perhaps you could show me around then."

She rolled her eyes. He was undeniably attractive – the kind of guy she might have gone home with when she was younger – but she was largely immune to his particular brand of charms these days. "I don't really have the time right now. Like I said, I'll walk you up to the main office."

"I don't want to be any trouble. I'm sure you've got classes to get to." He turned up the wattage on his smile.

Emma pinned him with a stare. "I promise you, it's absolutely no trouble, Mister… what did you say your name was?"

"Jones. The name's Killian Jones. Thank you. I appreciate you taking the time to help me out."

He obviously realised that there was no point protesting any further, and followed her up to the office. Ruby looked up and smiled as she entered the office, before quirking an eyebrow at the sight of the stranger trailing behind her.

"Hi Ruby. This is Killian Jones. Apparently, he's here for a tour of the school. I found him wandering around down near the gym."

Ruby frowned, looking at her computer screen for a moment. "Oh, of course. I was told to expect you this afternoon, Mr Jones."

Emma watched as he turned on the charm again, this time directed at Ruby. "Well, I arrived in town ahead of schedule this morning. I've heard such good things about Storybrooke Academy that I wanted to come and have a look at the school as soon as possible. I didn't mean to be any trouble."

"Of course, Mr Jones. Could you take a seat for a moment, and I'll see about sorting out your visitor pass and we can get you started on your tour?"

Ruby followed Emma out of the office. "What's up? You seem less than impressed by him."

"I don't know Ruby. Something seems off about him. Just don't let him out of your sight."

"Sure. I'll make sure I personally escort him off the campus at the end of the tour."

"Thanks Ruby. I've got to get to class, but I might see you at lunchtime." Emma checked her watch; the bell for the end of recess was about to ring. She needed to hurry.

The next two periods went by quickly. At the start of the lunch break, she headed straight up to the school. After her conversation with Henry this morning, she'd realised a few things, and she was determined to seek out Regina.

Regina's door was open and she was seated at her desk, focusing on some paperwork. Emma paused in the doorway for a moment, taking in the sight of her, struck, once again, by just how beautiful she was. At the same time, she couldn't help but notice the signs of weariness; the faint lines between her brows etched a little deeper than usual, the shadows beneath the eyes clearly visible.

Emma stepped into the office, closing the door behind her. The sound of the door finally alerted Regina to her presence, and she looked up, startled.

"Miss Swan?" Regina's tone was questioning.

"Hey Regina. I know you're busy, and I promise this will only take a minute."

"Fine. What do you want?" Regina leaned forward, elbows on the desk, massaging her eyes.

Emma recognised the signs of a tension headache, and she was itching to walk around to the other side of the desk and help soothe some of that tension, but she knew that Regina was unlikely to react positively. Instead, she focused on the speech that she'd been mentally rehearsing for the past couple of hours.

"Regina, running away when things get difficult has always kind of been my thing, but this time I'm not going anywhere, even if you push me away. At some point, we should talk about the other night, about us, but it can wait. I'm not going to force things."

Regina continued to look down at the desk, head in her hands as Emma spoke. Emma ploughed on with her speech.

"I know that you've got a lot going on at the moment with Henry and I understand that that takes priority over everything else. So, if you need a friend to talk to, I want you to know that I care about you, and I'll be there if you need me. If you need time and space, I'll give that to you."

Regina had finally looked up at her, an unreadable expression on her face. Emma shifted nervously from foot-to-foot, growing more uncomfortable as Regina remained mute.

Emma's nerve finally broke, and faced with no apparent signs of encouragement she turned and left the office. "Anyway, that's all I wanted to say. If you need me, you know where to find me."