A/N This is it, bit of smut in this one

Both were up ahead of the rising sun the next day they got dressed at top speed figuring that they could return to their rooms to freshen up a bit more after breakfast if they needed to and they emerged in the sky carriage settling into their recliners just as the first tinges of orange were beginning to appear on the horizon.

They sat in silence hands clasped together on the arm of the chair between them eyes fixated on the flawless beauty of the oranges, reds and pinks reaching into every corner of the early morning sky as the sun slowly rose from behind the mountains, until it reached its peak and Regina turned to Emma and whispered,

"It's time for breakfast"

Emma nodded mutely in response eyes still glued the sky hand still clutching Regina's not wanting to move not wanting the moment to ever end but it had to and seconds later with a sigh she nodded, tore her eyes from the sky and stood up releasing Regina's hand as she moved, missing the contact immediately.

The train was already starting to slow by the time they stepped into the dining room and with the rapidly declining speed came an announcement over the speakers dotted throughout the train,

"Good morning passengers" an overly jolly voice rang out "We are now approaching Banff where we will stop for the day you are invited and encouraged to disembark from the train and explore this beautiful part of the country should you wish to do so but all passengers wishing to continue onwards with this journey are reminded to be back on the train by no later than ten pm so that we can resumed our journey at ten thirty sharp. It is set to be a beautiful day in Banff today with clear sunny skies all day but be warned that there is a bit of a nip in the air, we hope you have a wonderful day and look forward to welcoming you back on board later"

Not wanting to waste an time they grabbed their breakfast and ate where they were then picking up the picnic lunches that they had ordered the day before and hoping that Sidney and Jefferson had remembered theirs they stopped by their bedrooms to change their foot wear, shrug on coats and wedge beanies on their heads before heading to their nearest exit where they waited for Regina's security detail to join them before getting off as promised.

Outside they hugged their coats close to stave off the cold and went in search of a car to take them to the park, Emma noted that it was almost a half an hour journey so to be on the safe side they'd need to be back here and in a car by nine o clock which left them

eleven and a half hours to explore the beautiful landscape laid before them.

Wasting no time, they set off Emma carrying the rucksack containing hers and Regina's lunch while Jefferson shouldered the burden for himself and Sidney, the terrain was difficult to navigate in places and several times they needed to help each other down over rocks but the views made it all worth it especially when they got their first glimpse of Lake Minnewanka's aqua blue waters, for a moment they all paused where they stood silently staring out over the lakes surface all of them lost in the serene beauty that surrounded them and then as if a timer had gone off alerting them all that they had paused for long enough they all began to move forwards again clambering over more rocks on their way down to the lakes stony shores.

From there they found a spot that they all agreed was perfect and settled together for an early picnic lunch,

"I've never seen anything like it" Emma sighed contentedly chewing her sandwich unable to tear her eyes away from the aqua waters with its mountain backdrop,

"It's quite something isn't it" Regina smiled,

"It sure is" Emma replied taking out her sketch book and beginning to sketch,

"You're not drawing me again, are you?" Regina laughed when she caught Emma glancing up at her for the third time,

"Maybe" Emma smiled back,

"But you'll never have enough time to finish it" Regina stated

"I don't need to finish it now, I just need to get the basics down I can finish from memory later" Emma shrugged casually,

"You can finish from memory" Regina gasped "but how"

"Years of practice" Emma laughed "When I was a kid and I started having some difficulties a social worker enrolled me into art therapy, I didn't think much of it to be honest, but I had always loved to draw, getting my hands on paper and pencils had often proved problematic but art therapy solved that problem, because it was therapy and my therapist wanted me to add to a picture journal every day at home I was given unlimited access to drawing supplies, I didn't have a phone or a camera or unlimited time to sit at a location that wasn't in whatever group or foster home I was living in though so I quickly learned that if I ever wanted to finish a picture of anything that I wasn't copying from a book I had to learn to memorise the image and store that memory for later" she explained with another casual shrug

"You're incredible do you realize that Emma" Regina smiled catching Emma's eye

"Thanks" Emma blushed "You're pretty special yourself" she added blushing a deeper shade of red while Jefferson and Sidney pointedly looked anywhere but at the two of them,

"Here" Regina picked up Emma's phone from the picnic blanket and gently handed it to her, "You've still got your fantastic memory but why not take a picture too, just because you can"

"Okay" Emma agreed taking her mobile and opening its camera app "smile"

Regina struck several poses while Emma snapped her shots until she declared that she had enough and returned her attentions to her sketch.

They passed another hour like that, Emma sketching away, lunch long finished, the gentle sounds of the water sloshing at the shore and the scratchings of Emma's pencil frantically racing over the paper the only sounds to be heard until the voices of approaching people reached them, and Regina glanced at her watch,

"This is a good time to make a move" she declared "I think this spot is about to get busy"

All in agreement they packed up and resumed their hike, Emma was beginning to feel a bit frustrated when every time she suggested exploring one path Regina insisted on taking another,

"Can we go down this one" she asked exasperation rising after having her suggested route declined for the fourth time in a row,

Sure" Regina shrugged,

"Really?" Emma questioned amazed

"Well, I mean unless you don't want to" Regina replied,

"No, I do want to it's just… you know what never mind" Emma grinned and dashed down her chosen path before Regina could change her mind again. In fact, they took Emma's chosen paths the next two times after that before Regina once again insisted on taking a different route to the one which Emma had chosen,

"Well, it was fun while it lasted" Emma mumbled following after her, though she wasn't really upset everywhere they walked was beautiful and she was thoroughly enjoying herself.

It wasn't long later that they stepped out into a massive clearing where several helicopters rested on the ground,

"Where are you going" Regina called when Emma moved to retrace their steps

"To find a different path" Emma replied

"Not yet you're not" Regina grinned,

"And why's that?" Emma asked confused

"Because you and I are riding in one of those" Regina answered pointing at the helicopters quietly waiting nearby,

"We're what" Emma sputtered,

"I booked it as a surprise" Regina explained,

"So that's why you were so insistent on what paths we should take" Emma laughed barely able to believe it,

"Yes, sorry about that" Regina laughed and hooked her arm into Emma's "I didn't want us to be late" she concluded guiding Emma towards the choppers where they were greeted by their pilot,

"Ready for a tour of the ice fields ladies" she asked, both Emma and Regina nodded eagerly "then step on board, my name is Amelia, and I will your pilot for today, please fasten your safety belts, put on your helmets on and prepare for the journey of a lifetime" She grinned slamming the helicopter door behind them and stepping up into her own seat.

"Are we ready ladies" Amelia's voice sounded through the headphones in the helmets, when Regina, and Emma both replied yes Amelia flicked some switches and the blades began to spin, now they knew why they needed the earphones the noise that the blades made was immense and they would have had a very difficult time hearing each other over it without the helmet's inbuilt earphones.

As they began to rise slowly into the air a warm hand suddenly flew into Emma's, surprised Emma looked in Regina's direction where she found the brunette wide eyed with fear apparently this wasn't going quite as she had intended,

"Hey, it's okay" Emma murmured into her microphone trying to soothe her "We'll be fine, but we can just go right back down to the ground if you want us to" Emma assured her giving her hand a gentle squeeze,

"She's right you know" Amelia's voice suddenly sounded reminding them both that she could hear them to,

"What do you want to do" Emma asked looking at Regina concern growing as she remained silent, Amelia continued to hold the chopper steady keeping them hovering in place until Regina answered,

"Maybe I should just land" Amelia replied sounding as concerned as Emma felt about the extended silence,

"No, it's fine" Regina suddenly snapped out of taking a deep steadying beath, "let's go" she said clinging tightly to Emma's hand,

"Are you sure" both Emma's and Amelia's concerned voices sounded together making Regina chuckled,

"Of course, I am, I'm sorry I don't know what came over me but I'm fine now and I want to see this view" she sounded confident as ever, but she didn't let go of Emma's hand.

As they began to fly Amelia reeled off facts about what they were seeing and Regina really seemed to be relaxing into it, she still held Emma's hand, but she wasn't squeezing her in some kind of death grip anymore their hands just lay relaxed together on the seat between them Emma subconsciously tracing gentle circles on top of Regina's with her thumb while she stared out of the window in awe.

The view was truly astonishing, they flew between mountains over bodies of the bluest waters that Emma had ever seen waters that they would never have made it to on foot, the trees grew dense and green here so that they couldn't see the forest paths hidden beneath them from their position above but they could see the snow on the peaks of the mountains, Emma's mind suddenly went back to watching the sun rise above this very mountain range earlier that morning it was just magic and she couldn't believe that Regina had done this for her especially as the brunette appeared to be at least a bit afraid of heights.

Amelia stopped talking during the return flight as she always did to allow her passengers the opportunity to enjoy the views without her running commentary, Regina was really into it now and for that Emma was truly happy as she couldn't bear for Regina to have spent the whole flight in fear just for her sake.

"Quick take a picture of this Emma" Regina all but demanded making Emma and Amelia chuckle "I don't ever want to forget this view"

"It truly is amazing isn't it" Amelia's jolly voice spoke up "Here I'll hold us steady so you can get your pictures"

"Thanks" Emma replied regretfully letting go of Regina's hand so that she could snap some photo's, she felt a little sad when she was finished having lost the contact that they had shared for the whole experience so far but she was also pleased that Regina felt relaxed enough not to need to hold her hand anymore, that however didn't stop her heart from soaring when Regina linked their fingers together again as soon as Emma's phone was back away in her pocket.

They were both disappointed when the flight was over, even Amelia who had given them a bonus ten minutes was sorry to have to land, she found the two of them to be rather endearing, but they couldn't stay in the air forever and she had another flight shortly so like it or not It really was time to return them to earth.

"That was amazing, thank-you so much Regina" Emma squealed throwing her arms around the slightly surprised but none the less happy brunette and giving her a squeeze the second that their feet were back on the ground,

"You're very welcome" Regina smiled returning the embrace "I'm glad that you enjoyed yourself"

"Are you kidding me" Emma pulled out of the embrace talking animatedly "It was incredible up there, this is my best trip ever and I…" Emma stopped her mouth from running in the nick of time for once "I think you're the best Regina" she beamed,

"Well, you are pretty great yourself" Regina replied "Now what do say we retrace our steps and explore some of those paths that you wanted to go down earlier, we've still got a couple of hours before we need to start thinking about finding somewhere for dinner" she smiled, and Emma nodded enthusiastically heading back towards the tree line still buzzing from her helicopter ride.

They were all feeling pretty tired and hungry by the time they stepped into their restaurant of choice a little later on, they were relieved to be able to take the weight off their feet and quickly placed their orders,

"So" Regina spoke to Sidney just trying to strike up a conversation while they waited for their food "You never did tell us what happened when you spoke to Gold about our seating arrangements"

"He's Gold by name but not by nature apparently" Sidney hmphed "stingy git didn't want to fork out for first class for us, seems he feels that you'll survive on your down there"

"Well, he's got a point" Regina shrugged her suspicions confirmed "Besides I'm not alone, I've got my Emma here" she smiled reaching to give Emma's hand a quick squeeze,

"Your Emma" Jefferson teased

"It's not like that and you know it" Regina retorted glaring at Jefferson and dropping Emma's hand so suddenly that it caused the blondes heart to plummet which was silly because no matter what confusing signals her heart kept trying to send her Emma knew one thing for sure and that was that Regina wasn't interested in her at least not in that way,

"It's not?" Sidney asked brow raised in a look that said that he was unconvinced,

"Of course, it's not" Regina insisted looking at Sidney as though he were insane "She's my best friend" and that little statement warmed Emma's heart again renewing its glow, they may not share the love she would have liked to, but they shared love none the less and that Emma thought was as beautiful as any mountain range that they had seen today.

Both Emma and Regina were in very high spirits when they returned to train later that evening, they bid the guards farewell with Regina instructing them both to make the most of this little break and enjoy whatever their end of the train had to offer and then they returned to the all too familiar carriages of first class both deciding to return to their rooms for a shower and early night.

"I had a really wonderful day today thanks to you" Emma murmured when they had reached her door "I'll never forget it"

"Neither will I" Regina replied standing awkwardly in front of Emma this felt like the end of a wonderful date, but it wasn't really a date and that left both women unsure of what to do next,

"Get out of the way" A large balding man that they had seen around a few times yelled out to them barging into them as he passed like a bowling ball striking pins sending Emma flying straight into Regina's arms,

"Oops, shit, sorry" Emma stammered as Regina caught hold of her and rightened her back up,

"You, have to nothing to be sorry for" Regina assured her glaring pointedly over Emma's shoulder, but the man had already turned into his room slamming the door behind him without a care in the world,

"Well, I'm still sorry anyway" Emma smiled "Thank-you for saving me Miss Mills"

"Anytime Miss Swan" Regina replied looking straight into Emma's eyes, in their new position their faces were much closer than before, and Emma thought that she could see a longing in Regina's eyes that matched her own but was it just wishful thinking? She bit her lower lip eyes briefly dropping to Regina's lips before coming back up to meet her eyes, Regina seemed to be holding her breath as she waited in anticipation of what might happen and then she did it, she didn't know what possessed her but she'd done it before she could stop herself, it was like she could no longer contain what was bubbling away inside of her anymore so Emma Swan closed the gap between them brushing her lips lightly against Regina's,

Then she leaned back to ascertain Regina's reaction, or at least she tried to lean back but before she got far enough to look back into Regina's eyes Regina's lips were back on hers, much firmer this time as she deepened the kiss, Emma's heart and head were exploding with well everything as she fumbled with the door behind never taking her lips off of Regina's not even for a second she didn't think that she could have even if she tried and when Regina's tongue sought entrance Emma welcomed it with a longing groan.

Finally, the door opened, and she stepped backwards pulling Regina in with her, their lips still locked, Regina followed willingly, kicking the door closed and reaching behind her to turn the lock before pushing Emma down onto the bed and straddling her,

"I've wanted to do that for so long" she breathed when the need for oxygen forced them to part,

"You have?" Emma asked surprised,

"Oh, I really, really have" Regina smiled rolling off of Emma so that they could lie next to each other, and she could lean in for more gentle kisses,

"Did you mean what you said in LA?" Regina suddenly asked

"hmmm" Emma replied in a daze,

"When you said you loved me" Regina pressed "Did you mean it?"

"I didn't even know you remembered that" Emma replied "But yes of course I did, I meant every word" she smiled and kissed Regina again,

"I remember everything" Regina confessed looking a little sheepish "I was just embarrassed so I didn't mention it, but if you meant it, they why did you reject me when I tried to kiss you?" she asked brow furrowed with confusion and eyes searching for answers,

"If memory serves you did more than just try to kiss me" Emma chuckled and Regina gave her a playful smack on the arm,

"But to answer your question, I was never rejecting you and I'm so sorry that you ever felt that I was, I didn't kiss you for the reason I gave on the night" Emma explained "You were so drunk Regina and it just felt wrong like I'd have been taking advantage of you"

"But you were drunk to" Regina frowned

"Yeah, but not like you were babe" Emma smiled, "and besides I thought the amount of alcohol that you had necked was the only reason that you were throwing yourself at me, I truly didn't believe that you felt the same way that I did and I couldn't do that to you because I love you so very much Regina" Emma confessed "And then when you wouldn't look at me, talk about it or come near me the next day I was even more sure than ever that you didn't feel the same, I thought you were embarrassed and regretted your come on, I wanted to spare you any more embarrassment so I didn't mention it either, I was terrified that our friendship was ruined forever" Emma swallowed painfully, unshed tears forming in her eyes,

"Oh" was all Regina could muster up "but I do you know"

"You do what?" Emma asked confused

"Feel the same about you" Regina replied

"You don't have to say that" Emma blushed looking away,

"I know I don't" Regina caught hold of Emma's chin and turned her head to face her again, "But I want to because I feel it Emma, I love you to" Regina whispered and Emma sniffed tears beginning to roll down her cheek, "but when you refused my advances in LA I thought you didn't feel the same" she whispered sadly "and I was a little embarrassed because I thought that I had myself look stupid and I was afraid that you wouldn't want me near you anymore, that I'd make you feel uncomfortable" Regina choked out tears welling in her own eyes,

"What are we like huh" Emma sniffed, and Regina let out a small watery laugh then dropped her lips to meet with Emma's, tears finally dropping and rolling down her cheek to mingle with the blondes,

"As much as I hate to disturb this moment, we really do need those showers before bed" Regina sighed a few minutes later, "I feel gross"

"Sure" Emma laughed clambering out of the bed and taking Regina by the hand leading her the door, Regina moved to open it pausing with her hand on the lock to look over her shoulder and steal one final kiss,

"Don't be too long in the shower will you" she called back as she left "I'll see you at mine when you're ready" she smiled throwing Emma her key after she had used it then she disappeared into her room leaving Emma gaping gormlessly after her wondering what the hell just happened did Regina Mills really just tell her that she loved her?

Emma showered the days dirt and sweat away as quickly as possible, pulling on her vest and shorts, and racing round to the next room as soon as she was finished Regina was still in the shower when Emma let herself in so not wanting to be presumptuous, she settled herself onto the dresser stool while she waited.

"Hey there beautiful" she smiled when Regina finally emerged from the bathroom a few minutes later her hair all bundled up in a towel and her body wrapped in another,

"Hey yourself" Regina smiled back padding over to Emma and leaning forward to give her a quick kiss "I'm going to need that stool" she murmured nuzzling her nose against Emma's as she pulled back again,

"Oh yeah sure" Emma jumped up freeing up the stool and moved to perch on the end of Regina's bed instead watching her dry her hair then she turned away to afford her some privacy while she got dressed,

"It's not like you haven't seen me naked before" Regina teased

"Yeah, well that's different" Emma blushed

"Oh and why's that" Regina purred seductively her face suddenly inches from Emma's the top two buttons of her short sleeved satin pyjama top purposely left open exposing more than the usual amount of olive flesh especially as Regina was leaning forward, "Were the flesh coloured panties just not doing for you" she teased, Emma's laughter was cut short by Regina's lips crashing into hers, the brunette guided Emma's arms around her waist as she brought her knees up to straddle Emma just like before in Emma's room leaning forward and deepening the kiss.

When they paused for breath Emma tightened her grip turning them over in one swift movement so that their positions were reversed and now Regina was the one underneath her silky dark locks flowing over the bedspread, eyes wide with anticipation and pupils black with desire,

"I love you so much Regina Mills" Emma whispered leaning in for another kiss their bodies pressed flush together now so that she could feel Regina's hard nipples pressing against her through the thin fabric of their night clothes, Emma's thigh fell between Regina's legs the sudden pressure eliciting a soft moan from the brunette that sent a gush of wet heat rushing into Emma's underwear.

They moved up to the top of the bed together heads barely meeting the pillows before they were locked back into a passionate embrace, Emma traced gentle kisses across Regina's jaw nibbling her ear when she reached it, her hand simultaneously travelling down over silk covered flesh until light fingertips brushed the exposed skin of her abdomen where her top and risen up eliciting more moans from Regina as she continued to squirm deliciously beneath Emma's attentions.

Emma ran gentle knuckles over the exposed skin enjoying the way Regina's breath hitched under her touch then traced circles around her navel with light fingertips, marvelling at the perfection that was the woman lying next to her until,

"Please Emma" Regina pleaded eyes wild with need and breaths coming out in desperate pants, Emma unable to deny Regina any longer dropped her hand lower slipping it under the waist band of Regina's satin shorts groaning with desire when she realised that the brunette wasn't wearing any underwear, this time she didn't veer off to the side at the last minute to rest her hand on Regin's thigh, this time as Emma's lips found Regina's again her hand continued to moved further downwards until her fingers traced through tiny soft curls still a little damp from the shower and found their way to that sweet spot that had Regina's back arching and a tiny sigh of satisfaction escaping from her lips as she pleaded for more. Emma's movements intensified picking up pace while Regina quivered in her arms clutched onto Emma's back so hard that Emma knew that she would have marks in the morning but she didn't care, nothing could ruin this moment as she brought Regina higher and higher until unable to hold the kiss any longer Regina threw her head back on the pillow, back arched to its highest point yet whispering Emma's name again and again as she finally came undone, it was damn near enough to send Emma over the edge right along with her.

"Wow" Regina murmured when she eventually fell into a floppy heap thoroughly spent "That was... wow" she pulled Emma into a passionate kiss "I love you" she grinned when they parted again for air, she let her eyes fall closed as she rested against Emma her skin still humming with warm tingles of pleasure,

"You look tired babe, we should get some sleep now" Emma smiled pulling Regina close,

"Not a chance" Regina replied eyes flying open revealing a determined look in her eye "It's your turn now" she purred her hand finding its way up Emma's top and to a handful of soft pulpable breast she tweaked Emma's nipple making her hiss then placed her lips over Emma's her hand exploring the blonde's body just as Emma's had explored her not so long before.

Emma knew it wouldn't take her long, but she was embarrassingly quick to reach her peak Regina however seemed to feel it something to be proud of and was very smug about it as reenergized she moved in for round two.

A/N I named the pilot of the helicopter after Amelia Earhart who was the first female aviator to fly across the Atlantic Ocean.