For the next few weeknights, Regina had worked her arse off in the office so when she got home she would have time to spend with Henry and relax. Yeah, sleep was still lacking but after her discussion with Henry, Regina was sleeping a little better. The more sleep Regina had the more productive she would be in the office, which was important because Regina always liked having everything done well and on time.

It was 5:07pm on Thursday night when Regina was reminded of why she had been working so hard- Emma Swan, or rather, the avoidance of.

"Hey, Regina," Emma's voice flowed through Regina's large office.

"Emma?" Regina turned from packing her briefcase to face Emma who was leaning against the doorframe.

"Hey stranger," Emma smiled as she walked into the room. "It's been a while."

Regina nodded in agreeance. "It has, work had been busy." Regina explained.

Emma nodded slowly, still stepping towards Regina. "Well, I was thinking you could make up for ignoring my texts by coming on a little excursion with me this evening." Emma grinned, now mere feet from Regina.

"Oh," Regina let out a long breath. "I meant to get back to you but," She didn't really have a good excuse and there was no point lying to Emma. Regina eventually opted for an "I'm sorry."

"You can make it up to me with one easy achievable task." Emma smiled, obviously unfazed by Regina's lack of communication lately.

"What might that task be?" Regina questioned curiously as she leant against the front of her desk.

"Come late night shopping with me." Emma smiled wildly. "I need new clothes for our weekend trip."

Regina froze in a moment of shock. That New York trip was this weekend. "I totally forgot about that." Regina whispered softly.

"Mills, you aren't bailing on me." Emma crossed her arms. "I have booked everything, there is no turning back."

Emma looked so serious and ready to drag Regina to New York kicking and screaming that Regina almost laughed, she couldn't help but find the humour in it. "I wasn't trying to bail, I simply forgot that it was this weekend." Regina spoke calmly.

"Oh," Emma nodded. "Okay, good."

"So why do you need my help shopping for clothes?" Regina asked after a few moments of silence.

"Because that's what friends are for." Emma explained with a grin. "Plus, if I wore ripped jeans and t-shirts for the whole trip I'm sure that you would kill me in my sleep."

Regina nodded, Emma wasn't wrong. "Does this mean you'll take my fashion advice?" Regina smirked wickedly.

"Yes," Emma confirmed. "Just nothing too crazy, or frilly." Emma warned.

"Sheriff, you have yourself a deal." Regina smiled with glee and she picked up her bag and briefcase- ready to shop the night away. "Shall we?" Regina asked as she headed for the exit.

"Yes, we shall." Emma was quick to follow Regina. "Also, Henry is having dinner with Snow and David tonight," Emma mentioned as she pulled the door to Regina's office shut.

…

Regina had managed to get Emma, after much protest, into a small boutique fashion shop on the main street of Storybrooke. The store was surprisingly large and full of variety. Emma had initially protested in fear of clothes that looked like Regina's workwear but after further inspection, she realised she was pleasantly wrong.

"I don't know about these, Regina." Emma called from inside of the change room.

"You have to at least show me," Regina replied- her stomach twisting, she knew the pants she had chosen were tight and that meant Emma would be on display, she knew deep down that it was wrong but there was a part of her that didn't care- she should have. "Do you have the shirt on that I picked out to go with them?"

"Yes," Emma softly called back.

Regina was about to respond, encourage Emma to come out but there was no need. Slowly but surely Emma's dressing room door was opening.

"Are you sure?" Emma asked as she stood awkwardly in front of Regina.

"Turn." Regina was pleased that Emma so easily followed her command. "Yes, I'm sure." Something as simple as Emma in tight pants was enough to get Regina's heart rate rising. Regina chalked this down a test. Perhaps she should be more proactive in figuring out her feelings, so why not torture herself by getting herself into a situation like this. So far though, Regina's only feelings had been of a more sexual nature- it was quite possible that all Regina was feeling as a sexual attraction towards Emma, and that was easily fixable. If it was purely sexual Regina knew for a fact that she would be able to shake the feelings.

Emma took a few stepped towards a large floor length mirror and gave herself a once over. "I don't think I'm pulling off the pants. The shirt I like, though."

Regina had picked out a crisp white button up shirt- which she knew Emma would like- and dared to splash out with a pair of tight high waisted black pleather plants that tapered to down to the ankle. Regina had picked the pants because she knew just how good Emma would look in them, even if Emma didn't believe it.

Regina stepped over to Emma and looked at her in the mirror. "I think they look great." Regina complimented Emma easily because it was true. "They are form fitting," They hugged Emma's arse almost too well. "And smart, but they also leave room for a little wildness." Regina placed her hands on Emma's shoulders and turned her. "What is it that you don't like?" Regina asked kindly.

"I'm just worried because they are such statement pants," Emma shrugged as she moved a little in the pants. "And I mean, my body isn't what it used to be." Emma sighed.

Regina glared at Emma playfully. "Your body is wonderful, you will not speak ill of it in my presence." Regina scolded light-heartedly.

"Right," Emma laughed. "I mean, they are cool," Emma shook her head. "Am I really going to do this?"

"If by this you mean buying them, then yes." Regina nodded with a large smile claiming her lips.

Emma did a little dance before walking back into the dressing room. "One outfit down."

"Yes. Now try on the other one." Regina called over the door. "I think I should pick out a third for good measure."

"I don't think you need to." Emma winced but Regina had already left in search of the said outfit.

Regina had come back just in time to see Emma coming out of the dressing room. "That looks good." Regina noted as she put down the clothes in her hands and stepped closer to Emma. "But if you just," Regina trailed off as she began to roll the sleeves on the blue and white downwards stripped blouse Emma was currently sporting.

After Regina had rolled Emma's sleeves Emma stepped over to the mirror to inspect the full outfit. "I feel a little frumpy." Emma shook herself around in the loose-fitting blouse.

"It's that size because you're meant to tuck it in." Regina mentioned as she watched Emma fluff around.

Emma's mouth formed a small O before she tucked the shirt into the pair of pants she was wearing- a form-fitting pair of white chinos. "Oh, that does look way better." Emma smiled at herself in the mirror, this outfit was more her. "I don't think I have shoes for this though," Emma said as she turned to Regina.

"Black ankle boots," Regina nodded as she gave Emma a once over. "They'll go with the first outfit as well." Regina grinned as she picked up the third outfit. "And the third."

Emma shook her head. "After I told you not to," Emma mocked hurt. "Can't believe it." She shook her head as she put out her arms so Regina could hand over the clothes.

"Quite possibly the most you outfit of them all." Regina pointed out as she watched Emma walk back into the change room. There was a swagger in Emma's step that Regina couldn't help but be attracted to.

"I already like it!" Emma's gleeful voice called over the door.

"Good," Regina smiled to herself. Good, she thought. Regina was making a mental scoreboard and there were two things she knew for certain. 1; She wanted, if not needed, to make Emma happy- but that's friendship, is it not?- And 2; Emma was incredibly attractive. Though Regina had always found Emma attractive, it was just that now it actually sparked a long-forgotten feeling inside of her.

"Yeah, this is so good." Emma stepped out of the dressing room with a bounce in her step. Regina had picked out a dark blue denim shirt along with high-waisted black ankle grazer pants.

Regina nodded in approval. "You look great," Regina smiled as she watched Emma strut in the new outfit.

"Okay, I'll make an exception for a third outfit." Emma smiled. "I look good."

Regina laughed softly, Emma looked so happy in that moment. "You do," Regina agreed.

After Emma changed back into her normal clothes the two women went on a short hunt for a pair of black ankle boots to go with Emma's new outfits. It was an easy task. Paying for the new clothes came next and soon the two women were leaving the shop.

"So how come you didn't buy anything?" Emma asked as they stepped out onto the sidewalk.

"Because I have a wonderful wardrobe." Regina sassed.

Emma nodded in agreement as she reached for her buzzing phone. It was a text message from Henry saying that he was going to stay with his grandparents tonight because he was having a movie marathon with David. Emma showed her phone to Regina without a word.

"Good thing tomorrow is only muck-up day," Emma said as she noticed a slight frown on Regina's face.

Before Regina had a chance to speak Emma was calling her name in glee. "Oh, Regina!" Emma stopped walking as grabbed Regina's arm, dragging her into a nearby shop. "One last thing."

It was only once they were inside that Regina realised what Emma was talking about. They were standing in the doorway of Storybrooke's only lingerie store. Regina's heart began to beat a little faster, Emma couldn't be serious. This may be the death of Regina Mills.

"I suppose if we are putting your fashion to the test then we have to test every department," Emma joked as she walked off into the store.

Regina stood in silence in the entryway for a moment as she watched Emma's golden hair bounce as Emma moved towards the back of the store. Eventually, Regina's curiosity got the better of her and she went in search for Emma.

Regina found Emma in the back of the shop looking at lace bralettes "Do I really need to help you with this?" Regina asked, hoping that somehow, she could get herself out of this- but perhaps this is the bed she made.

"Oh, you sound like my bored husband." Emma groaned as she turned to face Regina. "This is what friends are for, plus, you were the one that said handfasting was off the table until the third date." Emma pointed her finger at Regina with a playful glare. "So, no acting like my bored unfun husband."

Regina let out a small laugh before shaking her head. "Fine, I will help." Regina stepped in closer to Emma. "As long as you never refer to me as your boring unfun husband again." Regina lightly slapped away Emma's accusatory finger. "I'm wonderful and wildly fun and you would be lucky as hell to be married to me, or committed to me in any other way."

Emma nodded. "I really would," She said softly with a genuine smile.

Regina could feel her heart jump into her throat and all the air from her lungs escape. Emma hadn't actually said that, Regina didn't just hear that. No, that couldn't be right. Emma was just being a nice friend, being supportive and completing your friend is normal, Regina thought, Emma does not have feelings for me, that's ludicrous. Regina, unable to move, watched as Emma walked away to another part of the store. Regina stood there, stuck within herself- within thought- this physical attraction may be more than Regina could handle. And it was definitely more than Regina wanted to admit to herself.

Apparently, Regina had been stuck in thought for quite a while. "Regina," Emma's voice drew her back to reality. "What do you think about this?"

Regina took a deep breath and looked down to the bra in Emma's hand. "Ah," There were very few times in Regina's life where she had been truly lost for words but this was definitely one of those times.

"You're right, too safe." Emma agreed as though Regina had actually given a coherent answer.

Regina nodded, still trying to catch up. "Sure,"

"Well can you help me?" Emma smiled. "I mean that is why you're here."

Regina nodded firmly before looking around the store. "Over there." Regina didn't bother pointing, instead she led Emma to the area she was talking about. Regina pointed to a solid grey bralette with a few straps in the front. "How about that?" Regina didn't actually care all that much for the bralette but she knew Emma wanted some kind of direction, and so far, that's all she could manage.

"It is pretty cute, looks more like a workout bra than anything else." Emma spoke softly as she went to pick the bra up and further inspect it.

By the time they had gotten to the dressing room Emma had chosen out a handful of bras- mostly without Regina's help. Regina had been in a state of unease for the whole walk around the shop. She had just followed Emma like a lost puppy and hoped for the experience to end- she had found her limit. And now she was having trouble breathing. This proactive exploration of feelings was a terrible idea.

Regina stood outside as Emma went into the change room. This gave her a moment to breathe. There was a feeling deep within Regina telling her to run because if she was trying to ignore and deny her attraction to Emma, staying there would make that nearly impossible. But, Regina's feet stayed rooted to the ground. Even if she really wanted to move she probably wouldn't be able to.

"Hey, Regina?" Emma questioned as she ever so slightly stuck her head out of the changing room door.

"Yes?"

"Can you come here and tell me what you think?" Emma asked softly. "I don't really want the whole store seeing me in my bra."

"Emma, we are the only people in here." Regina crossed her arms as she responded.

"That storekeeper is given me the creeps." Emma smiled innocently. "Please."

"Fine," Regina slowly stepped forward slowly until she reached the door. Emma opened the door a little more and pulled Regina inside. Regina was a little startled. "Emma," She scolded. "I can't be in here, we'll get told off." Regina was sure Emma just wanted her to have a quick look through the crack in the door and nod in approval, my how wrong she was.

"Oh, calm down, Regina, we aren't teenager trying to have sex." Emma rolled her eyes. It wasn't at all like Regina to get shy over something like this. She herself had said she wasn't a prude. "Now, tell me what you think."

Although Regina didn't fancy the grey number she had picked out very much, Emma seemed to be making it work. She looked incredible, and the way the straps highlighted the curves of Emma's- No, Regina wasn't going to think about that, not now, not ever.

"Looks good," Regina attempted to speak with an even voice. "But you were right, more of a sporty vibe than a sexy one." While it was a rather sporty bra, Emma looked wonderfully sexy in it to Regina.

"Thought so." Emma nodded. She was completely unaware of how out of sorts Regina was. Though it would seem that she had completely missed every one of Regina's reactions this evening. Emma was utterly oblivious. "Next one it is," Emma reached for another bra off of the bench and handed it to Regina. "Hold this." Emma practically threw the bra into Regina's hands before beginning to take off her current one.

"Don't you want me to leave?" Regina's words were rush and frantic, but still somehow understandable.

"Well, I could just, you know," Emma turned away from Regina. "Turn around and save you the trip."

Regina didn't dare speak or move as Emma changed into the next bra, hell Regina was barely breathing as she watched Emma. Regina was transfixed with watching the muscles in Emma's back move as she pulled the bra over her shoulders. All Regina wanted to do was reach out and touch the beautifully smooth and pale skin before her.

"Hmm," Emma gleefully raised her eyebrows, once again facing Regina. "What do you think of this one?" Emma now had on a simple black bralette with a sheer panel covering her upper chest.

"It's," Regina loved it, it was a cute bra on its own but Emma in it, well, that made it ten times better. "It's really nice," Regina spoke coolly as she flattened her features and attempted to shake unwanted thoughts from her mind.

"I like it," Emma nodded to herself as she looked down. "I'm getting it."

Good, Regina thought. "Okay," Regina nodded. "Good choice. Are you getting more?" Regina hoped the answer would be no.

"Yes, might as well while I'm here." Emma smiled as she turned from Regina once again.

Regina watched Emma change in and out of several more bras and bralettes, all of which looked completely amazing- or perhaps it was just Emma. Regina was laughing silently at herself, there was no more denying her rather strong sexual attraction to Emma. The woman was a godsend and Regina was having trouble looking away. Regina was no longer questioning if the sexual attraction was real or not, but rather why... what had brought it on- and would it be easy to shake.

Emma clearing her throat made Regina look up from the ground- completely unprepared. Emma's finale bra of her rather large pile was a small lacy black number with straps slipping down through Emma's cleavage, as well as straps underneath the bust that crossed Emma's ribs and disappeared behind her. Everything about this bra was eye-catching but what Regina's eyes had settled on, for perhaps too long, was Emma's slightly visible nipples. The lace did a poor job in covering any of Emma, however, it assisted with creating a masterpiece. Regina's mouth was dry, and as she slowly dragged her eyes up to Emma's eyes she realised that Emma knew she had been looking.

"Wow," Regina breathed out hoarsely, her throat tight.

"So, good?" Emma questioned with cheek in her voice.

"Yep," Regina nodded and she bit the inside of her cheek to try and control her features. "Looks cool." She pushed out her words will all her might and still, they were pitched and shaking.

"Cool?" Emma laughed a little, this change in Regina she had noticed. "I was going for like jump-me sexy," Emma paused for a moment with a smirk claiming her lips. "Or, even throw-me against-a-wall-and-fuck-me hot," Emma shook her head with a smile. "But I guess cool is fine."

At this point, Regina was ready to do either, if not both. "Sorry," Regina mumbled. "It looks great." Regina took a breath and in a softer tone whispered. "You look amazing."

Emma's whole face light up in a huge smile. "Thank you." Emma was quick to turn around and change back into her own clothes, and shortly after that they were leaving the change room- much to Regina's delight. Her breathing had become extremely shallow and she didn't know how much more of a half-naked Emma she could handle.

…

Regina had been quick to get herself home that night. Emma had suggested dinner at Granny's but Regina knew that she wouldn't be able to get through a dinner with Emma without doing anything stupid or regrettable. Once inside her front door, Regina had locked it hastily as though Emma would chase her down and demand entrance and dinner. Regina couldn't deal with the sight of the blonde right now.

After making herself a small dinner Regina carried her food to her office and attempted to have a working dinner. There was a lot of work that needed to be done and if Regina was taking a holiday she wanted to be able to enjoy herself, so getting all her work done beforehand was logical.

At some god-awful hour, long after Regina had finished her dinner and 4 glasses of wine, Regina found herself reaching for the next file, or report, or anything but there was nothing. Regina was reaching towards her to-do pile but found nothing there. Regina looked at the clock mounted on the wall, it read 2:17am. Regina let out a long groan thankful that her work was done but annoyed that it was so late.

Slowly standing Regina stretched her arms and shoulders, she had been sitting in that chair for far too long. Regina happily made her way out of her office and towards her master bedroom, happy that her day was finally over. Slipping into her pyjamas and following her nightly routine was a quick and simple task for Regina and by 2:30am Regina was crawling into bed.

Regina lay staring at the ceiling, her mind still wide awake. Regina had drowned herself in paperwork that night, so she still hadn't had the time to process her shopping trip with Emma. Regina sighed, there was no more denying it- she was completely and utterly in lust with Emma Swan. Regina had told herself that shopping trip would help her identify her feelings, and it had. Regina was lonely and her king-sized bed was becoming too big for just herself. Regina was a sexual being and her desire was spilling over into her friendship with Emma. She cursed herself, why did she have to lust after Emma Swan- it could be anyone else, but the mother of her son? That just wasn't fair. Regina lay on her back wondering if this weekend of fun would dissolve her new-found craving for Emma. Yes, she thought, if she found someone more attractive and more delectable.

Emma had the body of an angle and yet, Regina was sure that she used it for sin. It was the long slim legs, the toned stomach, the arms that could easily lift and pin Regina against a wall, it was her red lips that Regina was dying to taste, and who could forget, those damn eyes. Emma Swan's eyes, Regina could so easily get lost in them, a simple flicker of emotion could convey so much, Regina knew those looks so well that she could have silent conversations with Emma and yet somehow Regina was still learning Emma, learning her ways and her reasons, her deepest thoughts and her deepest desires. Yes, Emma Swan was a marvel, one that Regina wished for, to fully appreciate in the light of the moon.

Regina was pulled from her thoughts with the sudden sensation of a building orgasm. Somewhere between climbing into bed and thinking about Emma's body, Regina's hand had found its way below her waistline. Though now, with such a hunger, it was too late to stop. Regina rolled her hips against her hand, her fingers already covered in wetness as they circled her clit. Regina couldn't help the moans that escaped her lips. With the thought of Emma's naked body against hers it was almost impossible to keep quiet.

Using her free hand Regina began to flick and pull at her nipple. With shaking breath Regina began to moan Emma's name because in her mind this was all Emma's doing. The tightness of her nipples, the wetness slipping out onto her thighs, the orgasm building strongly deep down. Yes, in Regina's mind Emma was touching her. Regina could picture it all, Emma's strong arms, her muscles moving to match the rhyme of Regina's hips, and Emma's red lips sucking at the base of Regina's neck.

Regina's orgasm ripped through her whole body causing Regina to tents up before completely relaxing. The waves of that orgasm wash over Regina, she was in complete ecstasy. Regina smiled to herself, yes, Emma Swan was the object of her desire and right now she had no issue with admitting that. Right now, in that moment, Regina hadn't a care in the world.