A/N: For those who feel like I am dragging this story out (and I am ok if that is your opinion), you will be happy to know I am down to the last few chapters now. It should be 40 chapters when finished.

Emma was out the diner's door with most of the patrons on her heels. At first she thought Leroy must be drunk because she didn't see anything, but then she saw her – Regina striding down the middle of the road with Heather at her side. Emma had seen Regina in her Evil Queen attire during her trip back in time to the Enchanted Forest but the Regina who walked towards them now seemed to have given the Evil Queen a more modern style. Gone were the tight leather pants, and instead Regina was wearing a pair of black jeans that were sticking to her like a second skin. She wore high-heeled black boots that stopped about three-fourths of the way up her calves.

The shirt was almost like one of those button ups she wore as mayor except it was short sleeved and the buttons went up only high enough that it didn't show her breasts completely. It was the color of blood and she wore lipstick that matched it.

Regina walked up to what was now a substantial crowed, a slight smile on her face.

"Listen carefully because I hate to repeat myself," she said. "From this moment on, I am once again in charge of Storybrooke, but not as mayor. Your queen has returned."

"We don't need or want a queen, especially you," Leroy said.

Regina smiled at him. "What a brave little midget you are," she said, waving her hand out in front of her.

Those who had gathered watched as an invisible force pushed Leroy into a kneeling position.

"There, that is a more befitting way for you to greet your queen," she said looking down at him before raising her head to the crowd once more. "All of you, on your knees."

"Regina," Emma said coming forward. "Stop this. I don't know what this woman has done to you, but this isn't you. Whatever she has done you have to fight it."

Regina laughed, not the carefree laugh that Emma had become accustomed to, but a hard, cynical laugh.

"Heather hasn't done anything to me, except maybe help me see that my place is above all of you peasants," she said turning slightly to smile at Heather. "Now Savior, why don't you be an example to all of those in my town and kneel before your queen."

"That isn't going to happen," Emma said. "Don't do this. Think of Henry."

Emma thought she saw a slight softening of Regina's features for the barest of seconds.

"Kneel," Regina commanded.

Emma stood her ground. "Reg …"

She wasn't ready for it so when Regina waved her hand again and sent Emma flying backward, through the window of Granny's diner, she crashed into a table and landed hard. She tried moving, but her head was spinning and she fell back lying there. Her mind started to process little things, like why no one had come to check on her.

She struggled to her feet and stumbled to the doorway. Coming through it, she saw all those who had been outside with her were now kneeling in front of Regina, Heather and she had to shake her head to make sure she was seeing this correctly – but a small army all dressed in black were standing there with swords or pikes drawn.

"You can join those who have wisely decided to bend to my will sheriff, or you can continue to defy me. Keep in mind to defy me; you put not only yourself at risk but all those you care for. Make your choice."

Emma looked around at all those who were down on their knees. She knew they would be looking to her to do something – to stop Regina. She also knew if she did anything without having a better handle on what was going on she could be making a grave mistake. She looked at Regina, seeing only the countenance of someone who did not care for anyone. Then she looked at Heather who was smiling at her, knowing she had won.

With her eyes back on Regina, she knelt down.

Heather poured a drink for herself and Regina, handing the glass to Regina as the other woman sat at her desk in the mayor's office. Regina barely acknowledged her.

"We should be throwing a celebration," Heather said.

"And what exactly would we be celebrating?"

"Our victory."

"It's hardly a victory," Regina responded, taking a drink. "Do you really think Emma and her parents are going to back down that easily, if you do you are more naïve than I thought."

Heather dismissed the comment and moved around behind Regina and began to massage her shoulders. "My queen, it doesn't matter if they try anything. We are more than powerful enough to handle it. We have an entire army at our command."

"Yes, we do," Regina said with a smile. "Thanks to your talent those who once followed me are again at my command. But as I was saying, Emma will not sit still for long. She will try and assemble the masses to overthrow the Evil Queen. She is the Savior, she won't be able to help herself."

"Then why didn't you just eliminate her there in front of everyone?"

Regina turned the chair around so she could face Heather. "If you are going to rule at my side, you need to learn that the easy way isn't always the effective way. I could have taken care of the sheriff out there, but I want to give her the opportunity to try something. This way when I defeat her, the others will see it and it will make them think twice about opposing me."

Regina stood. "Now I have other matters to attend to. Do be a dear and make sure your magic is holding on my troops," Regina said using her magic to teleport from the room.

….

Emma kept Henry close to her as she walked down the street to her parents' home. There was practically no one outside except for Regina's guards. There was a curfew in affect – everyone had to be indoors by 8 p.m. each day until the morning. There were other rules which had been tacked up on various buildings or signposts, including a rule that anyone in Regina's presence had to kneel and swear loyalty to her.

It had been two weeks since Regina had reappeared and Emma hadn't seen her since that first encounter outside of Granny's. She had been gathering what intel she could from the rotation of the guards to who they were. All the guards were previously in Regina's army back in the Enchanted Forest. Here they had just been normal citizens up until this.

Emma was sure Heather was behind all of this. Heather was never far from Regina's side from what she had been able to determine. Yet, there were rumblings that all wasn't exactly perfect between the two women.

Even though the guards were loyal to Regina (apparently) it didn't stop them from gossiping like any other person in town. It seemed Regina was very much in control and she wasn't used to, nor likely to share power with anyone – even Heather.

It didn't change Emma's mind about Heather manipulating Regina but it did give her something to consider and possibly use.

In addition to the new rules, there were other signs of Regina's rule. Granny's had been closed down and boarded up. Work on the new stables had been not only stopped but had been destroyed. Regina had gone out there herself and used her magic to destroy what she had once been working to fix.

The schools had been closed until a "new" curriculum that would pay homage to Regina's rule was put in place.

The sheriff's office was now the central command for the guards and the cells were already filled with people who had broken various rules. Granny and Ruby were two of the first people placed in there.

One of the rules prevented people from gathering in large groups – probably a measure to keep them from revolting.

There was an illusion that people were allowed to go about their lives, but no one really did. They mostly stayed indoors and hoped they had no cause to have a run in with Regina or her guards. Emma was rather surprised she wasn't one of those who was placed in a cell. She had to assume there was a reason for it, and she wasn't foolish enough to think it was because this Regina harbored any feelings for her.

Since she wasn't locked up it did allow her to keep Henry with her. Henry had also not seen his other mother, but not for a lack of trying. The day after Regina had reappeared Henry had snuck out and gone to the mansion where Regina had reestablished her home. He was stopped by guards at the door and despite yelling for his mother to come out, she never did and the guards escorted him back to Emma's place.

Henry believed if he could just get close to Regina then he could either reason with her, or if she was under a spell he could break it with true love's kiss.

Emma wasn't happy with him running off like that but she understood why he did it. These last few weeks had been hard on him and he didn't want to believe that his other mother was capable of this.

They finally arrived at her parents, and Snow quickly closed the door behind her. "I wish you wouldn't walk so openly out there," she said to her daughter.

"I'm not going to scurry and hide," she responded. "I may not be sheriff anymore but I'm not going to let people think I am afraid of Regina even if I did back away from her once already in order to assess the situation."

"The situation is that Regina needs to be stopped once and for all," Snow said.

Emma looked at her father. She was getting rather tired of Snow proclaiming that Regina need to be stopped on a permanent basis, especially when she said that kind of thing in front of Henry.

"Regina does need to be stopped," Charming said. "But we have to be smart about this. We may only get one shot at this. Did you speak with Gold?"

Emma took a seat. She had been trying to gather allies and intel in all this time. Gold was the only person who had magic that could stop or at least subdue Regina.

"I did, and he isn't interested in getting involved at this time."

"How can he sit by and let her do this?" Snow asked.

"Apparently Regina came to see him right after she established her new world order and the two of them came to a truce of some sort. She will make no move against him or Belle as long as he makes no move against her.

"Surely he isn't afraid that her magic could be a real threat to him."

"I don't think he is concerned about himself. I think it's more about keeping Belle safe. Belle said she was sorry as she had already tried to convince him to not to make this truce with Regina, but not even she could talk him into it. So whatever we are going to do, the only magic we got is mine, which is to say we have no magic we can rely on."

According to Tink, Regina had confiscated what little fairy dust there was in town as well. Tink had actually seen and spoken to Regina; had gone to see her to request that Granny and Ruby be let out of jail, but Regina turned her down. She told Tink that it would be best if she didn't get any ideas about associating with certain people in town, people who may wish to overthrow the queen. Regina was not unkind to her though. Tink said she was unnerved by the whole encounter because it was completely unlike the Regina she had come to be close to, yet this Regina also didn't seem interested in being mean to Tink.

She even went as far as to give encouragement to Tink, telling her she could visit Ruby whenever she liked and that if she could convince Ruby to vow her loyalty to Regina and be sincere about it then she would let Ruby go. Until that happened though Ruby would remain locked up.

Tink being able to talk to Ruby was actually how Emma got some of her best information regarding what was happening with Regina. The guards in the jail were the biggest gossips of them all and Ruby was able to tell Tink the things she overheard.

Unfortunately even with all the information she now had, she still had no idea how to defeat Regina – atleast not without hurting her. That is what Emma was trying to avoid – although her, Henry, Tink and maybe her dad of all people seemed concerned about Regina's safety in all of this.

They all sat down for dinner and reviewed what they had learned. Emma didn't feel great about having Henry be part of the discussion but she didn't feel comfortable leaving him elsewhere while she met with her parents.

Finally, she and Henry got up to go so they could walk home before curfew set in. They hadn't come up with any solid plan, so it was back to recon work and reassuring people that they were working on it.

"Maybe we should try and go to the mansion again," Henry said. "Just talk to her."

Emma sighed. "I wish it were that easy kid, but it's not. We're going to find some way to get through this though."

"What grandma said in there, about stopping mom once and for all, you're not gonna let her do anything are you?"

Emma stopped and faced him. "Listen, whatever we decide, I'm only going to go along with it if it means that your mom comes out of it safely."

Even as she said it, she had to wonder if it was possible.

As they neared her place, Emma slowed down. There were a group of guards outside the building. She put a hand on Henry's shoulder as she approached.

"Her majesty, Queen Regina, requests your presence," one of the guards said to her.

"Is that so?"

"Yes, you are to accompany us. Alone."

"I'm not leaving my son."

"Are you going to disobey our queen?" he said, getting in her face. She recognized him as one of the guys who worked for the city's street department. As much as she would like to knock him on his ass at this moment, she knew this wasn't his fault.

"Mom, go," Henry said. "Go see her."

Emma looked at him and then back at the guard. "If anything happens to him while I am gone, I am coming after you. And don't forget, he's Regina's child too so if you lay a hand on him, she isn't going to be happy."

"He is free to go inside, no one will bother him," the guard said.

Emma motioned for Henry to go inside and once he was safely in there, she allowed herself to be escorted away.

….

Emma was surprised when she was brought not to the mansion, but instead to village hall. She was led into the room where the council meetings normally took place and told to wait there. She didn't have to wait long as Regina came in through a side door moments later. She was again dressed in tight clothing – this time a black skirt with black shirt.

"Hello Miss Swan," she said, a smile that looked more dangerous than welcoming on her face.

"What do you want?" Emma said crossing her arms. She had decided on the way over that this wasn't a social call so there was no reason to pretend that she was pleased by this in any way.

"Want? Why nothing, I have everything I could want," she said, leaning against the stage.

"Well if you have everything you want, why did you have your guards bring me here. It's almost past curfew after all, and I wouldn't want to break any of your laws. Plus my son, you know Henry, is waiting for me at home."

Again, Emma thought she saw a pause in Regina's steely demeanor at the mention of Henry.

"Don't worry, you will be excused from the curfew rule since I am the reason you will be breaking it," Regina said. "I am curious however, which is why I had you brought here, what is taking you so long to do something stupidly heroic. I can only assume that you are planning some sort of coup. It's pointless really, as you won't succeed."

"If you are so sure I'm planning something that won't succeed then why do you care when I am going to do it?" Emma said moving closer to her. "Besides wouldn't you rather be surprised?"

Regina's smile got a little bigger. "I've missed your banter, truly I have."

"Why am I here Regina?" Emma said. "And for that matter where is your shadow Heather?"

Regina practically rolled her eyes as she stepped away from Emma. So, Emma thought, things aren't so perfect between Heather and Regina.

"I admit that Heather has her uses," Regina said. "But the idea that she thinks she is worthy to rule at my side is beyond laughable."

"Is that what this has all been about, Heather's wish to rule with you?" Emma asked.

"Yes, well she may lack vision, but like I said she does have her uses."

"Like somehow controlling these people and making them your guards, or controlling you for that matter."

"She does not control me!" Regina said in anger. "No one controls me. I do as I wish."

"Oh really," Emma said, deciding to risk pressing the issue. "You are going to stand there and tell me that all this time you were plotting to rule this town? You quit being mayor, you got a job, you got a new home for you and Henry, you had friends, a new life, and that was all what, a lie?"

"Yes," Regina asserted. "That person, that wasn't me. That was the person you all wanted me to be and so I played the part, biding my time until I would once again be queen and have you all kneeling at my feet. Speaking of which, you didn't greet your queen properly when I came in, but I will allow you the chance to make up for it now."

"I'm not going to kneel at your feet," Emma said. "Lock me up if you want, just make sure you explain it to our son. He is expecting that I will come back tonight in one piece because he refuses to believe that his mother is this person you have become. And you know what, he's right. This isn't you Regina. I don't care what that woman has done to convince you that the person you were was an act, but it's not true. I know it's not true because the person you are now is not someone I would have fallen in love with, but that other woman, she is someone I would have and did fall in love with."

Regina stepped away from her, turning her back on her even and for a moment Emma considered using that as her opening to attack.

"Why am I here?" Emma asked. "Why bring me here to meet with you? Surely it wasn't just to ask when I plan to overthrow you."

"So you admit you are planning to overthrow me?"

"We both know I'm not going to stand aside and let you rule Storybrooke."

Regina laughed, "Do you think I am satisfied with ruling this small burg? I was meant for so much more."

"Then I will ask again, why am I here?"

"Perhaps I just wanted to see you," Regina said moving closer to her. "You and I have had some interesting times together."

"I thought that was all just an act on your part," Emma said moving closer.

"I can't deny that I do find you highly attractive," Regina said reaching out and touching Emma's cheek. "There is no reason for us to be at odds."

Regina leaned in as if to kiss her. "What about Heather?" Emma asked which stopped Regina cold. Regina backed off a step. "Where is she anyway? I notice you didn't bring me to the mansion, you had me brought here. What's the matter, afraid Heather will find out that you are meeting with me in secret? You know for someone who has fought as hard and as long as you did to get your freedom, you sure gave it up quick enough to her."

"Careful, Miss Swan," Regina warned. "I am my own person, don't think that I won't end you in a second."

"Really, because you have had ample opportunity to end me yet I'm still here, which again begs the question, why am I here?"

Regina backed away from her, and Emma saw the uncertainty in her eyes. She moved quickly taking Regina's hand in hers. "Fight it, Regina. Fight whatever she has done. I know you can. You are stronger than her, stronger than this. Come on Regina, fight. Fight for yourself, fight for Henry. Fight."

"Emma." Regina choked out the word like it was hurting her to even say it.

"Fight it," Emma encouraged her. She could see Regina was having some sort of internal battle.

"Step away from her,"

Emma turned to see Heather approaching with a group of about five guards. One of them had Henry. Emma had no choice but to back away. Heather immediately came up to Regina and Emma noticed Heather grabbed Regina's forearm, and then whispered something to her that Emma couldn't make out. She watched as Regina's features hardened once more and she stood up straighter.

Regina looked not at Emma, but at the guards. "Take the former sheriff to jail and lock her away."

"No!" Henry yelled. "Mom, don't do this."

Regina paused, "Take Miss Swan into custody now."

Two guards came forward and grabbed each of Emma's arms.

Henry broke free of his guard but he didn't go to Emma. "Mom," he said taking Regina's hand and again Regina seemed to falter. But Heather pushed Henry to the ground and again took a hold of Regina.

"Don't you think the child should go to his grandparents?" Heather said to Regina.

Regina nodded, not taking her eyes off of Henry as a guard hoisted him back to his feet.

"Take him to his grandparents' home and take her to jail as your queen commanded," Heather ordered the guards.

"Henry go with them," Emma said.

The guards started to lead Emma away, but she looked back at Regina. "Fight it. She doesn't control you. No one controls you."

But Regina merely turned and left with Heather.

…..

Emma was placed in the same cell as Ruby and Granny.

"What rule did you break?" Ruby asked.

"I don't know," Emma said. "This isn't even Regina's doing it's Heather's. She is controlling Regina, controlling these guards. I'm not entirely sure how she is doing it but I think it might have something to do with her being in close to Regina."

She went on to explain her interaction with Regina and how it seemed Regina was trying to fight it prior to Heather showing up.

"So we need to get Regina away from her and what she will snap out of it?" Granny asked.

"I don't know, I hope so."

"Yeah, but how do we do that when we are locked up here?" Ruby said.

Emma smiled. "Despite what Regina might think, I am no idiot. I figured there was a chance I would end up here sooner or later which is why I planned for this. It's also why I didn't put up a fight when they were taking Henry to my parents' place. Are you guys ready to get out of here?"

…..

The moment they returned to the mansion, Regina went to pour herself a drink. When she drank it down completely she turned to Heather.

"Let me make something clear to you, since it apparently isn't, I am queen here, not you. I give the commands."

"You wouldn't be giving any commands if it weren't for me. I control the guards out there, not you. It's my magic," Heather challenged her.

Regina approached her. "I'm sorry," she said. "I shouldn't have said that. I couldn't do this without you. Will you forgive me?"

"Of course," Heather smiled. "I will always forgive you."

Regina pulled her closer and kissed her until she heard the gasp come from Heather's mouth. Regina stepped back, an even bigger smile on her face, as she held Heather's heart up in front of her.

"Like I said, I give the commands. I am queen."