A/N: Sorry this update took forever. I apparently have too many stories on the go, and writing ADD. I still intend on finishing this, don't worry :) Thanks for your patience.

Chapter Three: December 2nd, 2000

Regina walked into the hotel lobby at precisely 7:30pm, dressed neatly in a short charcoal dress, sheer black tights and tall black stilettos. She was pleasantly surprised to actually discover the young Miss Swan waiting for her. These past six weeks had passed excruciatingly slow for Regina, and she had managed to convince herself in that time that there was no way the blonde would be waiting for her when she returned, but here she was.

Emma looked pretty much the same as she had last time: ripped jeans and a white tank top. Normally that would bother Regina, but on Emma, she kind of liked it. Emma hadn't noticed Regina yet. She was sitting in a wingback chair in the large lobby, playing with something small in her hands. As Regina got closer, she realized it was a bottle cap that she seemed to be nervously fidgeting with.

"You came."

Emma's head snapped up at the sound of Regina's sultry, low voice, and a smile spread across her face. "Of course I did," she replied.

"Have you eaten?" Regina asked. It wasn't usually like her to worry about someone else's welfare, but Emma's scrawny body caused her concern.

Emma shook her head.

"Alright, we'll have dinner first," Regina said with a small smile, holding out her hand to Emma, who dropped the bottle cap on to the floor before eagerly grabbing Regina's hand. Public displays of affection weren't really Regina's thing either, but no one really knew her in Portland, and she just couldn't resist giving Emma a quick, chaste peck on the lips, before leading her towards the hotel restaurant. Emma smiled and blushed as she followed Regina.

The restaurant was fancier than any that Emma had ever been to, and she immediately realized that she probably stuck out like a sore thumb. For her part, Regina didn't seem to care. She was too focused on the blonde sitting in front of her to notice the stares she was getting.

"Order whatever you want," Regina said, handing a menu to Emma. Regina ordered them wine, as Emma stared at the menu. Regina could tell she was uncomfortable.

"I'd go with the lobster," Regina suggested.

Emma scanned down the menu, and her eyes got wide. "That's so expensive," she said, not looking up.

"It's on me," Regina said, with a smile.

When the waiter came around they both ordered the lobster, and Regina tried to make awkward small talk while they waited. Again, she was reminded of why she had always stuck to one-night stands in the past.

"So, how have you been?" she asked, not really sure where to start.

"Um, alright," Emma replied, absently playing with the cloth napkin under her silverware. "I got a job at a diner."

"Oh, and how is that?" Regina asked.

"Well, I don't get to go on any fancy business trips," Emma said, shooting Regina a cheeky grin, "but I get by."

Regina laughed. She liked Emma's innocent sassiness. Talking to her was a breath of fresh air, compared to the monotony of Storybrooke.

When their lobsters arrived, Regina pretended not to notice Emma subtly watching her, for cues on exactly how to eat it.

"I noticed when you left me last time, you gave that food to a homeless person," Regina commented.

Emma blushed. "Yeah, I figured he needed it more than I did."

"That was sweet of you," Regina said, with a small smile. She had a feeling that Emma had known what it was like to go without in life, and it gave her the overwhelming urge to spoil her more.

The rest of dinner was more awkward small talk, and Regina berated herself in her head for thinking this was a good idea. By the time the bill came, she could think of nothing else but getting Emma upstairs and ripping her clothes off.

Which is exactly what she did.

The moment they got in the room, Regina pushed Emma up against the wall, eagerly kissing and biting at her neck, as she undid her jeans and pushed them down. Emma could barely catch her breath as Regina started pulling on her tank top, lifting it up.

"Arms," Regina instructed, as she stepped back. Emma lifted her arms up and let Regina pull the tank top off of her.

"Strip," Regina said, indicating Emma's bra and panties, as she turned to unzip her charcoal dress. Emma laughed slightly, considering she was basically stripped already and they had been in the room less than two minutes. Regina glanced back at her and raised an eyebrow, as she let her own dress fall to the floor.

She turned her back to Emma, willing herself to slow down, as she removed her own undergarments. She didn't like to appear this eager, this needy. Something about Emma was making her lose control.

She turned back to Emma. They were now both naked, and Emma's eyes were drinking her in. She smiled at that, and took Emma by the hand, leading her to the bed. It wasn't the same room as last time, but the layout was identical. This felt like déjà vu, only last time, only Emma had been naked.

"Sit," Regina said, pointing at the bed. Emma sat on the edge, staring at her, waiting for more instructions. Regina remembered how inexperienced she was, like moldable putty in her hands.

"Move back," she said, ushering her to the middle of the queen sized bed. "On your knees."

Emma pulled herself up on to her knees, and then sat back on her heels, waiting. Regina climbed onto the bed behind her, pushing her long blonde hair over her shoulder, leaving her back exposed.

Regina traced kisses up Emma's spine, as she slid her hands around her torso, up over her rib cage, stopping just below her breasts. She kept her hands there for a moment, as Emma breathed in deep with anticipation. Regina worked her kisses up Emma back to the nape of her neck, as she finally moved her hands up, and started making small, soft circles around Emma's nipples with her fingernails. The touch was so light, it made Emma shiver, which in turn made Regina smile against her neck.

Regina moved her hand up to Emma's shoulders, and shifted from behind her, so she could gently push Emma onto her back. Regina climbed on top of her, straddling her hips with her thighs, and leaned down to kiss her on the mouth. Emma started to slide her hands up Regina's arms, but Regina grabbed her wrists and pinned her hands beside her head. She seemed to have stopped with the verbal instructions, and was relying on physical cues now.

Regina started trailing kisses and small, soft bites, down Emma's neck to her chest, and maintained her grip on Emma's wrists as she kissed and sucked on her nipples, moving back and forth from one to the other, until they were both hard.

Regina let go of Emma's wrists, as she moved to position herself between Emma's legs. She sat back on her heels, and pushed her knees and thighs under Emma's legs. Emma slid her hands over her own erect nipples, until Regina grabbed them and placed them on the bed, on either side of Emma's hips.

"Keep your hands there," Regina commanded. Emma wasn't sure why she needed to, but she could tell Regina wanted to have complete control.

Regina moved her hand between Emma's legs, and watched her face as she started rubbing the sweet wetness. Emma gasped as Regina pushed two fingers inside of her, but soon started to grind her hips slowly to match the motion of the circles Regina was making on her clit with her thumb. A low moan escaped Emma's throat as Regina's motions sped up.

When Emma came, it was as intense and satisfying as it had been that night, six weeks ago. Regina smiled as she crawled back on top of Emma, and kissed her mouth again.

"Your turn," Regina whispered, as she rolled off of Emma onto her own back. Emma hesitated for a moment, suddenly unsure of herself, but she swallowed hard and worked up the courage to climb on top of Regina, straddling her the way she had just straddled Emma.

Regina could tell she was nervous as she entwined her fingers into Emma's blond hair, and pulled her head down, forcing their lips to meet again. Emma started to relax, as she moved her lips away from Regina's mouth, and started nipping and sucking her way down her neck, to her clavicle. The movement was met with low throaty moans of appreciation from the older woman, and it urged Emma to continue.

Emma's movements were awkward, as she really only had her limited experience with Regina to draw on. Her experience up until that point had been laying on her back and staring at the ceiling, waiting for the guy on top of her to finish. But this… this was different.

She moved down, Regina's body, taking one of her already hard nipples into her mouth. She leaned back, and moved to touch Regina with her hands – which she had previously been using to hold herself up – but Regina again grabbed her wrists and pulled her hands away. Emma wasn't sure if it was a need for control, or a general dislike for being touched in that way, but in either case, the message was clear.

And Emma knew she wasn't in a position to ask questions, so she continued – with her mouth – down Regina's torso to her pelvis. She moved back, allowing Regina to spread her legs, and went to work, trying to remember and mimic what Regina had done to her with her tongue, the first night in this hotel. Regina reached down and grabbed Emma's hands, holding them tight. Emma wasn't sure if it was meant to be intimate or controlling, but she felt the same relief washing over her as she had the very first time Regina had grabbed her wrists the first night, since she still wasn't sure what she should do with them.

Emma felt her confidence growing with every moan that escaped Regina's lips, and by the time Regina finally came, she wasn't sure which one of them was actually more satisfied.

Regina let go of Emma's hands, and Emma crawled back up beside her, laying her head down to look at Regina with wide eyes.

"Was that… okay?" Emma asked, timidly.

Regina just smiled, and leaned in to kiss her again.