ma is outside Regina's office. She tries to open the door but it's locked. "Gina. I know you're in there. I can see the light's on." Emma announces. Her words go unanswered as Regina sobs silently up against the other side of the door sitting on the floor, her face burried in her knees.

Emma continues softer now, "I know this is all... Complicated. You can have happiness. I know it doesn't seem like it, but you just have to fight."

Getting frustrated with Regina's defeatest attitude and acceptance of destitute, not to mention being ignored when she is trying support Regina she proceeds louder "Okay, if you won't, I will. Henry brought me to Storybrooke to bring back the happy endings. My job's not done until I do that for everyone," her voice drops back to its normal level of concern and she adds "including you."

Regina bangs her head against the door in exasperation. Emma knows she had been listening now. But when Regina makes no other noise or motion Emma turns to give up and leave. She said her peace.

Regina unwraps her hands from her legs and pulls herself to standing, suddenly opening the door.

Emma is halfway down the hall by this time. Regina holds herself strong as she stalks down toward Emma.

Regina shoves her finger at Emma's chest, backing her up against the wall. "You don't get to pity me! Don't lie and say you love me out of some misguided attempt to 'save' me. I don't need your help! Just like I didn't need your mother's! And I certainly don't need saving by some strung out hero with a savior complex!"

Emma just takes it. She ruined Regina's chance with her soulmate. The woman is rightfully mad.

"You heroes are all the same. Ruining my life by 'just trying to help.'" Regina rolls her eyes, as she air quotes. "God, I hate you all!" She begins frustratedly lightly banging on Emma's chest with her fist. "I hate you! I hate you! I loathe you! You ruin EVERYTHING!" Regina collapses against Emma's chest in a fit of sobs.

Emma wraps her hands around Regina's frame and she realises just how small the intimidating mayor is. Emma's fingers begin to pet and draw circles on Regina's back and the woman lets her.

Regina suddenly pulls back embarrassed at breaking down in front of Emma. She composes herself wiping her eyes with her point fingers. "You're a foul loathsome evil cockroach who deserves to be smooshed by my stiletto," she sneers.

Emma shrugs and offers a weak, "I know."

"Fuck off!" Regina retorts mad that Emma just takes all her insults and still offers her compassion. "Stop! Just stop. Stop being so nice! Get angry! Fight back," she pleads shoving Emma with two hands. "You ruin everything you touch it's no wonder your parents sent you away!" And as Regina screams it, she knows she crossed a line. She sees emotion flicker across Emma's face for just a moment before it's consealed by tenderness towards Regina, which only makes her madder. "I'm being awful to you. Don't just stand here and take it! Make me hurt!"

"Regina," Emma speaks in soft tones. "I know you're hurting right now and you need someone to take out your frustrations on and well-" Emma shrugs. "I did bring her back, so..." She looks down at boots as her sentence trails off.

Regina reels back as if her fire had been doused with cold water. Emma continues, "I can't do anything to change the situation but hey at least I can offer you that much. One punching bag Emma Swan coming up," Emma attempt at a joke falls flat when her voice clouds with unshed tears.

Regina just stares at Emma, her anger dissipating at how much this women cares for her. No one had ever been willing to do that before.

"So I'll just be here, ya know, awaiting the cruciatius curse."

"Emma, I'm not Harry Potter." Regina shakes her head exasperated, sucking in a deep breath.

"Oh yeah," Emma acknowledges her lapse in understanding and smiles weakly. "Well whatever kind of tourture you're into."

"I see," Regina states evenly. Here she is the opportunity of a lifetime: Snow Whites daughter at her mercy. But when she thinks hard about it she finds she hardly wants to bash in Emma's skull or squish her heart in her hands. She's just tired. Tired of always loosing. Tired of never being chosen. Tired of nothing ever working out for her, no matter how hard she tries to do good.

"You can just go," Regina chokes out, turning her back to Emma when the emotionality of the devastation and desperation of her thoughts catch up with her.

"Hey, hey, come here," Emma coaxes, approaching Regina and taking the smaller woman in her arms. Regina stays there only a moment before shrugging her off.

"I - I don't want this! I don't want any of this! This wasn't how it was supposed to be." She advances back into Emma's space menacingly. "I was finally winning for once and then you had to come and screw it all up!"

"I know." Emma's whispers, realising just how close Regina is to her. Emma can see the tears welling in the corners of Regina's eyes.

"You know nothing!" Regina spits, shoving Emma against the wall. "I'm not one of these dull little townsfolk that will worship the ground you walk on just because you're royalty or better yet the savior." The mocking tone of the words leaving a bitter taste in Emma's mouth. "No, I am the Evil Queen and I should be feared if not respected." Regina threateningly bears her teeth.

"Regina, I respect the hell out of you," Emma interjects quietly.

"Stop that," Regina chastises.

"To be able to turn yourself around and yell to the world no this is who I am, that takes so much courage and strength," Emma gushes. "All while still being a good mother to Henry."

"Leave Henry out of this!" Regina snaps at the mention of their son.

"You're a good mom," Emma contends, reaching out and tucking a stray hair behind Regina's ear. Regina flinches at the tender motion.

"You're nothing more than foolish child who's ruined everything again," Regina snaps. A deflated sigh follows her outburst. "God why do like me?" Regina asks in a agitated state of disbelief.

Emma pretends to ponder this. "Well I already mentioned the mom thing. You're so intense and intelligent. You're fierce and passionate. You love with your whole fist."

"That's a funny way to put it," Regina offhandedly interjects.

"Tell me I'm wrong," Emma challenges.

"You're not," Regina states simply, taking a step back to seize Emma up.

Emma smiles at that before continuing. "You're never do anything half assed and even though you're such a hard ass you really do hold this town together and gods you deserve so much more than to be someone's second guess side bitch."

"Really?" Regina snorts, nonplussed.

"Yes," Emma states confidently. "You deserve— so much, so many things," her words wistful and not at all like something that would be expected to come out of Emma Swan's mouth.

"I see," Regina states carefully, as she tries to keep her breath even and all emotion of out her voice. "Just because you want this so much that doesn't mean I do. I trust you understand that now. And I certainly don't owe you anything."

"Yeah well, I just keep trying to be the best friend I can to you and do whatever it takes to make your life easier."

"Wait- you you thought we were friends?" Regina echoes.

"Crazy right, coparents who depend on each other and occasionally or more like often work to save the world together, but friends now that seems like a stretch."

Regina smiles a soft smile at Emma's dry humor and the silly expressions on her face as she says it.

Regina finds it hard to scour through her memories and ever find a friend like that. She's bossed around many people in the past but no one ever had considered that a basis for friendship before.

Emma pulls her from her reverie. "I know my words are shit and it doesn't mean anything to you, but I truly am sorry for the pain it caused you. If you asked me, do I regret it saving her life, the answer is no I would do it again, but it still didn't have to be this way. Ya know?"

Regina slumps down onto her office sofa, her head propped up in her hands. "Well I suppose it's just the sins of my past catching up with me..." Regina's eyes focus blankly at the intricacies of the wallpaper designs in an almost hypnotic manner. Until her voice rings out the sound even startling to her own ears, "Emma, I think I'd rather be alone, if you don't mind."

"Message received," Emma salutes with one finger. "You sure you'll be okay?"

"Please." Regina adds, turning to look at Emma.