A/N: This takes places sometime after 3x13, after Regina gave Henry and Emma new memories and they spent one year in New York, then returned to Storybrooke.


A knock at her front door snaps Regina out of a spiraling trance.

She almost doesn't answer it. She isn't sure why she does. Though she does it mindlessly, a part of her is thankful for finally having something to distract her from her thoughts.

Heels clicking against the hardwood, Regina's head feels heavy as she strides toward the door, and she roughly brushes her fingertips across her cheekbone with a sniffle.

When she swings it open without a thought, what Regina's eyes are met with definitely hadn't been expected, and it definitely hadn't been Emma Swan.

Emma, with that full head of blonde hair that Regina would immediately recognize even from miles away – loose curls slightly disheveled and falling over her shoulders. Her wide, hazel eyes staring back at the other woman, tense jaw, and slouched posture as she stands silent on Regina's porch with her hands buried in her back pockets, like she always does.

It takes Regina a moment to even process the fact that someone is standing in front of her right now, after feeling like she'd just spent an eternity alone. Well, more than usual.

Her eyelids are stinging and heavy from crying, throat still slightly dry.

It isn't the first time Regina has found Emma knocking on her front door, though it catches her off guard just as well. It isn't normally the girl would show up at such a late hour.

"Emma," Regina breaths in surprise, hoping her own face isn't noticeably flushed.

With the sun having gone down hours ago, Regina had wrongfully assumed the rest of the town to be asleep by now. Though, this is Emma we're talking about, who is basically a child in Regina's eyes and therefore entirely irrational.

"Hi," Emma says with the slightest smirk, along with a relieved sigh. The tone of her voice is unreadable, or maybe Regina's just tired.

Regina waits another moment for an explanation that she doesn't receive. Her eyes shift back and forth, as if their surroundings will give her the answer. "What are you doing here?"

Well, Henry definitely isn't here, and apparently not with Emma either. Without him, there is absolutely nothing here that Emma could possibly need this late into the evening.

"Just… checking up on you," Emma responds.

The way Emma is looking at her – with more concern than necessary - makes Regina want to hide under the blonde's gaze.

Instead, Regina finds herself staring dumbfounded as Emma asks, "Mind if I come in?"

Regina raises her eyebrows, her head shaking. Her gravely voice is unamused as she says, "Well, it doesn't sound like you're giving me much of a choice."

"You're right. I'm not," Emma chirps with a satisfied smirk, and without wasting time, she waltzes into the house with confidence.

Regina lets her brush by and shuts the door behind Emma, who has clearly already made herself at home.

Regina follows her through the foyer, her fingers tensing at the fact that Emma had caught her at literally the worst time. She isn't in the mood to speak to anyone, nor has she seen anyone in hours. Yet somehow, she has found the Saviour of all people walking through her dining room and Regina isn't stopping her.

"Can I… get you anything?" Regina asks out of habit, her voice echoing as she follows Emma into the vast kitchen.

"Something strong would be nice," Emma suggests, stopping by the island counter in the centre of the room. "Let's be honest, I think you and I both could use a drink."

As Regina slows to a stop too, she scoffs, despite Emma's serious tone. Her gaze lowers to the ground as she realizes what this is all about.

"Emma, I appreciate it… but I really don't need anyone to check on me." Regina's voice is softer than usual. Emma notices it.

"Clearly you do," insists the blonde, not buying her lies for a second. Emma leans casually over the island, her elbows resting atop the marble surface. "You think I don't know what drowning your sorrows in alcohol looks like?" Her gaze flickers to the half empty bottle of wine on the counter behind Regina, and the red-stained glass next to it. "Trust me, I've been there," Emma smirks knowingly.

In that moment, Regina curses her own self for forgetting she'd left that there.

She nods once, pressing her lips together in embarrassment. Of course, that would look bad to anyone. Regina isn't usually so reckless. "I'm not drunk."

Despite what it may look like, she's being entirely truthful. Though, Regina would be lying to say her fingertips aren't slightly numbed from the wine.

"Then what are you?" Emma tilts her head, eyes squinting quizzically.

Despite everything, Regina chuckles at the ridiculousness of this entire situation. Of course, she should have expected Emma to worry. It wouldn't be the first time the blonde has irritated her in that way.

"I'm fine. Okay?" Regina's tone is far from menacing. Hoping Emma will leave it at that, Regina turns her back and retrieves another wine glass from the cabinet.

"Regina. I saw your face after you looked at Henry in the diner."

Regina freezes as she pours Emma a drink. The sudden reminder of what had happened earlier today causes her hand to clench the bottle.

She doesn't turn around, instead staring numbly at the wall as Emma continues, "It broke your heart. Seeing him again after all this time only for him to not even remember you."

The room becomes uncomfortably silent as Regina swallows down her emotions, not wishing to show that side of herself in front of Emma right now. Not after she'd just spent the entire evening being upset over it.

Of course, seeing her own son for the first time in an entire year, after believing she was never going to see him again – that made Regina's heart ache immensely. But for him to have completely lost all memories of his past? Well, that ensures an amount of pain that no mother should ever have to go through.

Regina takes a breath and lifts her chin, just as she's always learned to do. Then she turns, forces a smile, and places the glass of crimson wine in front of Emma. "Yeah, well, knowing my luck, nothing ever seems to work out in my favor, so…"

Noticing the glossiness in Regina's dark eyes, all Emma does is stare back at her with a pained expression. Regina wishes she wouldn't look at her like that, so she avoids eye contact instead, though it's clear that Emma is able to see through her so easily.

"I know what it's like," Emma says, never once looking down at her drink. "Seeing him with someone else. Wanting to be his mother but just not being able to."

Just like that, Regina's eyes transform from soft to hard. Her brows lower over her stare, the corners of her lips falling quickly. It's a look that she doesn't often wear anymore - one that stopped intimidating Emma long ago.

Regina's harsh and irritated tone reminds them both of someone she once was and would rather forget. "Well, congratulations Emma. You finally got what you wanted. You are the only mother that Henry will ever know," Regina snaps.

For a while, all Emma does it stare back at her, freezing against the wine glass she had raised to her lips.

The silence immediately fills Regina with regret, and her hard glare softens in the slightest.

Emma sets the drink down and purses her lips, then she scoffs faintly, smirking at the fact that she'd actually thought she could bring some sort of comfort to Regina.

"You know what?" Emma murmurs. "You're right. This was a mistake. I shouldn't have come here."

The sight of Emma turning her back and swiftly walking away, along with the disappointment in the blonde's face – it ignites a sense of panic in Regina that she can't quite place.

"No—Emma, wait," Regina takes a frantic step forward, her voice suddenly returning to its gentle tone.

Emma stops abruptly, having only made it a few paces. She slowly turns to face Regina once more, who doesn't break away when their eyes meet this time.

"I'm sorry." Feeling those two words on her own tongue still feels odd to Regina, but the thought of being left alone right now terrifies her. Especially after Emma had gone out of her way just to make sure Regina was okay. Regina can't explain how long she's been waiting for someone to do that.

Though she'd never admit it out loud, the idea of pushing Emma away again seems unbearable, especially after everything they've been through – after all the times Emma didn't push her away, when she very much should have.

Regina lowers her gaze insecurely as the image of Henry's face in the diner flashes through her mind for the hundredth time that night, and her heart shatters all over again. "It's just… been a rough day for me."

Emma grins weakly, the gleam in her eyes somehow telling Regina that she understands. Then she shrugs with her hands in her pockets as she points out, "Hey. I've got all night." When Regina gives her a blank look, Emma clarifies, "David's on Sheriff duty for the night."

Then for the first time that night, Regina flashes Emma a genuine grin.

With that, Emma grabs her glass, wanders to the couch in the living room, and sets it down on the coffee table as she takes a seat.

Regina follows her, finding a place next to Emma, though maintaining a reasonable distance.

All the while, she can't really fathom that she is doing this right now. Sharing a drink with the Saviour in her living room had been the last thing Regina expected to do tonight, or ever.

The two sit in complete opposite manners - Emma, slouching forward and resting her elbows on her knees which are wide apart. Regina's posture is poised, and she makes an effort to tug down the hem of her pencil skirt in an attempt to appear composed, though she feels far from it.

Something about being alone with Emma makes her nervous.

"Look. I know we may not have always seen eye to eye but… we're friends now, whether you like it or not," reminds Emma. "I guess you could say we're actually family… as weird as that sounds."

Regina ponders that for a moment. She supposes Emma is right, being Snow's stepmother. Not to mention the weird dynamics of both Emma and Regina sharing the same son - which is not only a strange thing to fathom on her own, but also awkward to explain to people.

"What I'm trying to say is…" Emma continues, flustered, "You can talk to me."

That phrase alone is almost enough to give Regina a heart attack.

Not only has she pretty much never talked about her feelings, but she definitely never wished to share them with Emma.

Not because she doesn't trust Emma or doesn't believe that Emma will find a way to make her feel better. But something about expressing herself to her is what's most intimidating.

Regina can't quite figure it out, but recently there is something about the blonde that both intrigues and infuriates her all at once.

Maybe it's the fact that Regina hasn't seen her in an entire year and the last memory she'd had was that day at the town line, when Regina had held Emma's hand so tightly and promised her and their son eternal happiness.

Or maybe it's that the pirate scum has been making eyes at Emma ever since he showed up in this town, and it literally makes Regina want to vomit. And of course, Emma is too much of a dumb idiot to realize that she deserves someone so much better.

Maybe Regina is jealous. Or maybe she's just thinking too much.

So, when Emma tells Regina she can talk to her, Regina truly has no idea where to begin.

Then the feeling of deep hopelessness and heartbreak fills her stomach and rises into her throat until it hurts too much to breathe.

Henry is just out there living his life with no memory of the woman who raised him. Meanwhile, Regina has done nothing but ache over him since they got back to Storybrooke, and he hardly even knows she exists. The worst part of it all is that he just seems so happy without her, like he never even needed her in the first place.

It makes the tears well in Regina's eyes faster than she can blink them back, and her fear of becoming emotional in front of Emma turns out to be all for naught.

"I just want him to love me," Regina croaks, her voice breaking. The words come out just above a whisper.

It isn't just because Henry doesn't remember. She wants him to love her always.

Long before Emma showed up, it always felt as if there was something in between her and her son that Regina never quite knew how to fix. She'd always felt like a horrible mother. Now, she is even more lost than ever.

"He does love you," assures Emma. "He just doesn't remember it right now. But he will."

"How do you know that?"

"Because I'm the Saviour," she answers confidently. "And as the Saviour, it's my job to fix these kinds of things. I've done it before, I can do it again, right?"

Regina ponders that for a moment, dwelling on all the times Emma had been the Saviour everyone needed, and how easy she had made it seem. Like nothing could stop her.

Then Regina shakes her head hopelessly as she asks in a soft voice, "How do you do that?"

"What?" Emma sips from her wine glass.

"Have so much… hope," Regina grimaces at the word, the concept of it still quite foreign to her. "Even when things fall apart, you still manage to see the best in every situation."

Emma gives a sideways grin, unable to help feeling complimented. "I don't know, I just… I guess that's what heroes do."

Regina almost laughs. "I suppose I have your mother to thank for that."

The concept of Snow White being her mother still hasn't quite hit Emma yet. She scoffs. "Right."

Then the smirk on Emma's face instantly fades when her gaze flickers upward again. Somehow, she knows exactly what Regina is thinking just from the distant look in her eyes.

Emma's tone becomes serious again as she says, "Henry will come back to you. I promise. You're just gonna have to hold out a little longer until I fix this."

Regina only stares down into nothing. "Maybe it's best that he doesn't remember me. After all the horrible things that I've done—"

"Stop. You know we don't think of you that way anymore. Regina, if you want Henry to see the good in you, you have to see it in yourself first—the way I see you."

Stunned, Regina freezes just from the way Emma looks at her when she says that. Though she partially fears the answer, Regina can't help but ask as she finds her gaze suddenly trapped beneath the blonde's, "And… how do you see me?"

"I see someone who is too afraid to knock down her walls and get hurt again," Emma reveals truthfully, "Someone who looks a lot like me, believe it or not."

If it were almost anybody else, they'd all say the same thing: Regina is nothing but a monster. Though things are different now, Emma's response still ignites some sort of exhilaration in Regina's chest. Maybe it's because she doesn't believe that it could ever be true, or the mere fact that it is Emma who says it.

"But hey… I'm no Archie," Emma adds, Regina's silence convincing her she had maybe spoke too much. She slouches back against the couch and takes another swig of her drink, not aiming to press the subject further.

"That… isn't inaccurate," Regina admits.

She hasn't really thought about it before, but Regina supposes the two of them do have a lot in common. After the few years that she's known Emma, she should have realized it sooner. Especially now that Henry is basically gone from Regina's life. Emma is the one person that should understand how hard that is.

The blonde leans forward again and props her elbows on her knees. She studies the other woman with more intensity than Regina is comfortable with.

Regina can only wonder what on earth Emma is thinking. Her heart beats a little faster in her chest, and those nervous flutters begin to nestle in her stomach again until Emma finally murmurs, "What the hell happened to you?"

Though her tone is more concerned than judgmental, the question still catches Regina off guard. "Excuse me?"

"Usually, I'm pretty good at reading people but… when I look at you, I just… I don't know, I feel like there's something I'm missing."

Emma's squinted eyes only stare deeper into Regina's, who wishes more than anything that Emma would just stop looking at her like that.

"I mean, I know there was that whole secret thing with Snow White, and you never forgave her for that," Emma continues. "Then you became, well… you know. But I feel like there's something else I don't know about. Something that really… really hurt you."

Regina only sits there in silence, eyes wide and lips slightly parted as Emma speaks, all sense of words trapped on her own tongue.

The endless list of things that have hurt Regina begin to pool into her own mind, despite spending years trying to forget them.

It makes her want to burst into tears again.

A previous version of Regina would have gotten defensive over how much Emma is prying right now, because it makes her feel tense and vulnerable - but she doesn't.

It's a relief, realizing that she doesn't have to try so hard to hide the ugly parts of herself in front of Emma, simply because Emma seems to know her better than Regina knows her own self sometimes.

It isn't until now that Regina realizes just how much closer Emma is sitting to her compared to when they'd first sat down, and once again, Regina's entire being is held captive.

Maybe it's because this day has been one of her loneliest of many, or because she truly missed Emma while she was away – perhaps it's only the wine that numbs her, and the idea of human comfort right now seems achingly euphoric, but a part of Regina finds herself wanting to lean even closer to the infuriating idiot as if it'll satisfy something Regina has wanted to do for a long time.

"Sorry. You don't have to tell me." Emma suddenly leans away, shaking her head as if forcing herself out of a trance.

"No. It's not that." Regina snaps out of her own thoughts too. She hadn't meant to fall so silent again. "I just… no one's ever asked me that before."

Emma shrugs, smirking proudly, "Well. First for everything."

This 'friend' thing is just something else Regina needs to get used to.

Regina tells herself they've already made it this far into the conversation. Why not indulge a little while the wine is still in their systems?

She exhales slowly, unable to believe she is about to say this. Add it to the list of unexpected things to happen today.

"My mother used to always tell me that no one could ever love me." Regina scoffs at the ridiculousness of it, as if her own smirk will cover up the pain beneath the words. "I did everything right. But no matter what I did, I still wasn't enough for her. All she did was criticize me, over and over again, no matter how many times I apologized. Eventually, I just gave up. And I thought… if even my own mother couldn't love me, then… no one would."

Hazy in her mind is the memory of a face she never thought she'd see again, until she had.

"But you're right. There is something else. Or… someone."

Regina had never told anyone about that day at the barn - being reunited with Daniel's walking ghost, whatever he was. At least not the whole truth. Regina can't imagine David spoke of it either. He knows it had hurt her too much.

"I loved somebody once," Regina admits, swallowing the lump in her throat. She can't bare to look at Emma right now, so she stares at the ground instead. "But it was a mistake. All that ever got me was a broken heart." Then her voice breaks completely, uncontrollably as she snivels, "Henry is all I have left now."

Emma's eyes only stare deeper as she listens, brimming with sorrow and brutal realization.

It all makes sense now, why Regina is the way she is.

Emma knows better than anyone what it's like to fear to love again. To open up your heart in such a way after all it had ever resulted in was heartbreak. Not to mention Regina's own mother - the one person who is supposed to believe in you - telling her she had never been worthy of such a thing.

Emma can't evenimagine what that must have been like.

The fact that it had pushed Regina so hard to the point that she became her worst self, evil in the eyes of the world, all because she had been hurting so deeply inside. Drowning, all alone, with nobody to hear her screams.

Emma felt that way for years.

"Hey. You have me," Emma tells her firmly, shifting closer to Regina in some awkward attempt at comfort. Despite not having a lot of practice at this, her confidence doesn't falter. "And I'm not going anywhere, you got that?"

Judging by the look in Regina's eyes, Emma presumes there's even more she isn't saying, but doesn't dare pry further about it. Suddenly she feels awful for asking.

So, Emma attempts to lighten the situation with, "I mean, I think we can both agree that Cora was never at the top of the 'Best Mom' list. Hell, not even top ten million."

Regina tries to laugh, but it ends up coming out like a broken sob instead. The sound of it makes Emma ache.

Regina smiles anyway. A genuine, radiant, yet shattered smile. One that makes her eyes gleam and crinkle at the sides. One that Emma wishes Regina would wear more often, despite her tears and reddened nose.

Regina quickly brushes her fingertips over her wet cheekbones in a pathetic attempt at masking her embarrassment.

Emma wishes she wouldn't fuss so much.

So, her hand shoots out to gently touch Regina's wrist, stopping her, "Regina."

Regina's first instinct is to yank her own hand away, for no one has touched her like that in years – with such delicacy and genuine concern. Her own fingers twitch from underneath but do nothing more.

Instead, the sound of her own name on Emma's lips leaves her paralyzed with fear.

"I may not know all the details, but I do know one thing…" Emma murmurs.

Heart racing, Regina is blatantly aware of the other woman's hand lingering on her wrist.

Then Emma gives her a look that makes Regina's heart melt as she says, "Anyone would be lucky to have you."

Regina flinches when she feels the cold splash of her wine spilling in her own lap.

Emma jumps back too, both women startled by the sudden interruption of… whatever that was - Regina frantically placing the wine glass back on the coffee table and uselessly brushing at her skirt, Emma frantically scanning the room for something to remedy the crimson splatter now staining Regina's lap.

"Sorry," Regina sputters softly through the commotion of it all.

The blonde's eyes quickly fixate on the box of tissues on the end table next to Regina, at the opposite end of the couch.

"Here—" Emma reaches for it instinctively, panicked and not thinking about the fact that she has to reach across Regina to grab one until it's too late.

Before either of them can process it, Emma is leaning so far over her that Regina leans away, bracing herself on the couch and completely trapped beneath the other woman.

Suddenly, the spilled wine and the damned tissue are the least of their worries as they realize at the same time that their faces are now mere inches apart, both completely frozen beneath the other's gaze.

Stunned and silent, neither of them remembers how to breathe.

With a billion thoughts racing through their minds and yet nothing at all, nobody is sure how long they stay like that.

Suddenly, Emma jumps away and springs to her feet, breaking eye contact. "I should go." She mumbles it so quietly that Regina almost doesn't hear it.

Then Emma is burying her hands in her pockets and walking so fast through the house, refusing to look back.

It takes Regina an eternity to even process what just happened, and all she does is sit there in the same position while Emma only gets further and further away from her, making the vast house feel colder.

Emma's face is hot with embarrassment as she bolts outside the front door and strides into the pouring rain.

She shuts the door behind her perhaps more aggressively than she'd meant to. Considering the cloudiness of her swaying head, she doesn't much care.

Her pace doesn't slow for a second as she rushes down the path with her head tucked low.

It's well into the night by now, with the black sky enveloping her in shadows and dark rain clouds.

The downpour is so loud that Emma almost doesn't hear Regina's familiar, comforting voice from the front porch behind her, "Emma."

Emma halts in her tracks, though a part of her doesn't want to. She just wants to curl up and hide away from the rest of the world right now, where she doesn't have to look at Regina and remind herself of how stupid she had acted tonight.

Despite it all, she slowly peers over her shoulder like a timid child afraid of what she might find.

Regina is already rushing out the door and nearly stumbling over her heels, shielded by the black umbrella she holds above her head.

The front door had been left wide open behind her. The lights from inside emit a bright yellow glow within the night, the puddles at their feet glistening.

Emma is already soaked, her disheveled hair beginning to curl up and stick to her face.

Regina slows to a stop in front of her, breathless. Her voice is still weak, "Here." She gestures to the umbrella awkwardly. "Your mother will kill me if I send you home sick."

Instead of accepting it, Emma only stares at her dumbfounded.

The cold is the least of her worries right now. Regina being blatantly concerned about her health is highly unusual, especially after Emma had welcomed herself into Regina's house at such a late hour just to make her cry. Emma had clearly made her uncomfortable back there, for a number of reasons.

Then instead of apologizing, she'd bolted out of the room without thinking and left Regina all alone.

At a loss of what to say, Emma reluctantly takes the umbrella from her and holds it above their heads, despite how stupid she feels right now.

The rain patters heavily on the surface of it and drips off the edges, like sparkling icicles falling all around them.

"I'm sorry, Regina," Emma says after a moment, "I shouldn't have asked you—"

Regina clutches the collar of Emma's jacket, smashing their lips together before she can finish that sentence.

Emma's entire body seizes against Regina's, her heart momentarily stopping in her chest. Then just like that, every worry and fear from before fades in an instant as Emma begins to melt into the feeling of Regina's soft lips against her own.

Unexpectedly, the one thing that Emma has thought about doing all night has just become the easiest thing to do in the world, like a wave of relief has washed over them both.

For the first time that night, her mind is at ease. Regina feels it too.

When Regina slowly pulls away, it seems they stay that way forever – inches apart and soaked with rainwater, shivering from the cold, hearts beating as one.

As Emma only stares back at her, Regina's tears are still dry on her cheeks, wet eyelashes casting a glow on her face. "Good night, Emma."

Emma blinks, then forces herself to respond, "Good night."

Before she can say anything else, Regina turns to head back inside and doesn't look back.

She shuts the door behind herself and presses her back against it, suddenly encased in solitude and silence.

Closing her eyes, Regina releases a heavy exhale that feels like it's been stuck in her throat all night. Wondering what the hell just happened, she attempts to calm her pounding heart.

Her hands still tremble long after Emma is gone, but she smiles to herself like the giddy teenager she once was as the alcohol numbs her mind, soaked in rainwater and wine.

Regina isn't sure whether she had just made a huge mistake. She isn't sure when she will see Emma next, or what she will say to her. What will Henry think? Or Snow? Is Emma thinking about her right now too?

Regina doesn't know. She doesn't want to think about tomorrow right now.

All she knows, is that things just got a whole lot more complicated.