A/N: Thank you so much, once again, for your positive feedback! And I would like to thank you for a few suggestions that, let me tell you, I could very well use. I'm a bit clunky and awkward trying to write out all the personalities and keep them to how they are in the show that I do tend to leave some things out. I can see Emma as keeping to herself, but I think I got her a little too excited about getting attention from her teacher that she tended to just blurt it out. That would probably change further on.

On another note, I do have a lot of this pre-written, and I'm just reviewing chunks for each chapter. Depending upon how much you would like to read about Regina and Emma talking and progressing with their relationship during lunches, I can (and will if you want) write more of their happyfriendtimes.

I am open to your critique. I can always edit before posting to add/delete things you may want, or not like. After all, you are the readers and you help me mold the story to its potential. Thank you and I do hope you enjoy reading! Reviews are welcome any time. :)

"I made art." Emma pulled her backpack over with her as she scooted her chair next to Ms. Mills' desk once again.

It was Friday, fifth period, and as promised Emma had brought the extra grilled cheese with her to give to Ms. Mills as she stayed after class once again without an excuse of trying to finish her paper.

The previous day in art class, they had worked on making words creative. Of course, she chose Ms. Mills' name and used the best of her artistic ability to perfect it. Each loop of words and each vine constricting them together made Emma proud of her work and she hoped that her teacher would like it, considering that she had made it just for her.

"You made art? Congratulations, Emma." Regina chuckled softly and carefully unwrapped the grilled cheese, muttering a 'thank you' before taking a bite of it.

"Yeah. In art class yesterday. I made something for you." The blonde teen smiled proudly, pulling out a thick piece of parchment to hand to the brunette. On it were the letters that made up Ms. Mills and below that, in the bottom right corner was Emma's signature of E. Swan.

"Oh, wow, Emma… This is really, really, good. You're as talented in art as you are in writing." She smiled and moved to hand it back, but Emma shook her head.

"No, I want you to keep it."

"Thank you," the brunette's appreciative smile was wide and white, reaching her eyes. "I should hang this up on my wall of student art."

"You have a wall?" Emma blinked, a sting of jealousy wringing through her at that thought. She wanted it to be special, but if it were to just hang up next to other artworks…

"I believe the question you are looking for is if I have other students' art. And the answer is, no." Ms. Mills' smile faded somewhat as she brought out a tack to place the new artwork on a poster board on the wall by her desk. The only other items tacked to the board were a calender and a paper that stated the school day schedule.

"No one's ever made you anything? I thought people did that?"

"For their favorite teachers. And, dear, let me tell you that I am no one's favorite." she rolled her chair back in place, eyes now locked on the partially eaten grilled cheese on her desk. Emma had noticed the tone that she had taken to her tone. Dear God, these students were assholes.

"Why… why would you say that?"

"Obviously I am not deaf, Emma." Ms. Mills still hadn't taken her eyes away from the sandwich. "I do realize that I can be a bitch at times. I know that I don't exactly give everyone a good grade, but I'm not just going to let them get easy grades. You have to work for it. But they do not understand that and so my class gains a bad reputation." she sighed softly. "I might as well put a sign on my door warning to turn back now because this teacher sucks, since that is what I hear these students say. As you may have noticed, the class number dropped dramatically after the first day. After they realized who they had."

"You can't be so sure. Maybe they didn't want to take this class. I should know. We just wanna take ones that promise easy grades so we have a smooth year." Emma shrugged, frowning at the way Ms. Mills' voice had dropped incredibly now, as if she were afraid to speak her thoughts. It just made Emma's heart sink. It wasn't really her business to snoop around in her teacher's feelings and personal life, but goddamn, she really wanted to put a beat down on these students that made Regina feel like shit.

"No," Emma barely heard the negative comment. She leaned forward as Ms. Mills began to speak once again.

"Mr. Booth's creative writing class grew. During the first meeting, he had to give up his planning period to add in another class. My students transferred, Emma."

"But we aren't allowed to switch teachers?" Emma furrowed her brows, wondering how the hell they would have done that. As far as she knew, the rules were still intact.

"Oh, Emma dear. They have their ways. Mr. Hopper is a pushover and when students come to him demanding they get a different teacher because they don't want to fail, well…" She chuckled darkly.

"Fuck," she mumbled.

"Language, Miss Swan, or have you forgotten that you're speaking with a teacher?" Ms. Mills quirked a brow, but the menace seemed to have dissipated from it.

"Sorry…"

"It's quite alright. I must apologize for telling you this. I shouldn't pour my grievances on my students." She offered a tight, plastic smile before going back to her grilled cheese, making a mild look of distaste when she had found it cold.

Emma had long finished her own sandwich, so instead, she just watched Ms. Mills, thoughts running through her mind. What the hell did the people in this school take her for? They were so disrespectful, especially if they allowed a minor schedule change just to switch teachers because they were too scared of a little challenge. The teachers around this place didn't seem so enthused to come to her defense, either. Emma wasn't too certain on those thoughts, though, since she didn't know exactly everything. But by what she conceived, she expected that they only came to Ms. Mills with their own grievance of not having enough room in their classes because of transfers and blame it all on her for being a horrible teacher.

Emma, of course, being herself and having this pull towards the woman, didn't see how she was such a horrible teacher and, in fact, she was the best one that she had. The woman can, sure, be a hardass in the classroom at times, but she was just doing her job when she graded assignments. It wasn't her fault that the incompetents taking her class didn't know how to properly write or were too lazy to revise their papers before turning them in.

"It's fine, honestly." Emma shrugged and played with a blonde lock that fell in front of her face.

"It's not, Emma. I've just…" Ms. Mills furrowed those perfectly sculpted eyebrows. "I've never opened up so much before to someone. I… I suppose it's just because I haven't spoken with someone for more than five minutes."

"I understand what you mean, actually." Emma confided carefully. "I was like that with very few people. One time, I was really young, so I didn't really understand that some things should just be left unsaid- I mean, I'm not telling you to not say anything, but... But, uh, yeah… I understand how you feel. Sometimes there's just someone that you can click with. That happened with Ruby and Belle when I first met them. It took awhile, actually. Well, not too long… I just mean, that… you know, you can just click and it becomes easy to talk with someone after knowing that they could be a potential good friend. I thought that you'd have more friends? I mean… Usually teachers are friends with each other being coworkers and all."

"Barely," Ms. Mills chuckled and shook her head, then paused. "I probably shouldn't be telling you this, but you're just so easy to talk to."

"I know. I mean, I don't know, but I do."

"What the hell are you talking about, Ms. Swan?"

Emma smirked and shook her head, completely losing her train of thought now. "I know how you feel, that it's just so easy to talk, because that's how I feel with you. Maybe it's because I'm afraid of losing my friends and I just don't want to talk about the deep, personal stuff that I usually don't ship out for free. It's… it's not that I don't care what you think of me- because I do. I really do… And… Oh, god, I probably shouldn't have said that."

"I know what you mean, Emma. You want to confide in someone, but you're just unsure of who. I'm here and I'm willing to listen and… I really am, dear. I don't want you to think that I'm not. I do quite enjoy the company and, by your writing…"

"Yeah," Emma mumbled and bit her lip, cutting her off. "Thank you. I appreciate it. I just can't talk to Mary Margaret or David about it… I don't really think they'd wanna hear about it anyways. I mean, I guess, I don't really know if you want to hear about it."

"I don't mind, Emma." Ms. Mills smiled softly. "You're a bright girl and I don't want you to burden yourself with all of these bottled up emotions. It's not good and it can really put a damper on your life."

"And you," Emma suddenly said, breaking the eye contact that they had seemed to have connected themselves moments ago. "If you feel obliged to tell of your feelings, please, do. I don't mind and, trust me, I won't use anything against you. I know how it feels keeping things on the inside and I can only imagine what you have hidden underneath all those layers of regal bitchiness."

"Regal bitchiness?" Brows rose now at the new term.

"My friend, Belle, she always says something like that. She took your class, I think last year? Belle French?" Emma tilted her head and smiled. "She means no harm. She liked you, but she was just a bit flabbergasted about receiving a B. She's a damned bookworm."

"Ms. French. I remember her. She was one of my more dedicated students. I quite enjoyed her writing." Ms. Mills nodded slightly and shuffled through a stack of assignments on her desk.

"Yeah. She's pretty damned good, but she says I'm better. I don't think so." Emma wrinkled her nose slightly, remembering the compliment that her friend had told her earlier on in the year. "I take art with her, too. She's so much better at it than I am."

"That's unbelievable." Ms. Mills quirked a brow, her chocolate orbs sliding over to the piece of art that Emma had given her when lunch had started. "You're pretty damned good as far as I can see."

"She's fifty thousand times better." Emma shrugged nonchalantly. "Say, we're going to be starting to draw portraits in a week or two and I still need a picture. Uh..." she paused, snapping her mouth shut. What the hell was she doing?

"You are? Who are you going to use, or is it a self portrait?"

"I wanted…" Emma blushed slightly and sat back in her seat. " I wanted to draw you."

That took her by surprise. Ms. Mills' eyes widened slightly and Emma thought she just looked so adorable with those lips slightly parted in surprise.

"Really?"

"I mean, if you'd let me. I still have to snap a picture and a candid one probably wouldn't work." Emma shrugged slightly and continued to blush. "I mean… If it makes you feel uncomfortable…"

"I-It's fine. You just… took me by surprise, is all." Then the corners of her mouth turned upward, the smile on her lips stealing the air right from Emma's lungs.

"So you don't mind if I take your picture and draw that pr-.. Your face?" Emma cleared her throat, trying to recover from the slip that she had nearly made.

"Go right ahead, dear." Ms. Mills chuckled and watched as Emma pulled out her cell phone, then took a few steps away.

"Alright. Smile!"

And she did. And, oh god, that smile just killed Emma. She nearly dropped her phone right there as she felt her entire body just go weak. Swallowing thickly, she nodded and squeaked out a strained, "that's good," because that's all she could manage without looking like a damned fool. That woman was nearly smirking. Her eyes were sparkling with an almost devious shine and, fuck, that smile was all too genuine.

Emma snapped the scene in front of her, a flash from her phone and a blinking teacher later, the blonde stared at the memory forever captured into the cellular device.

"Got it," she whispered.

"I didn't blink, did I?"

"No, you're perfect." Emma smiled, but it immediately dropped as soon as she realized what she had said. "I mean, it's perfect. See?" Then she held the phone up for Ms. Mills to take a peek at the picture.

"I look like a zombie." she joked with a tsk.

Emma smiled in amusement because, no, she didn't look like a zombie, and yes, she was perfect. Soon Emma had slipped the phone back into her pocket and muttered her gratitude.

"Hey, Ms. Mills?"

"Yes, Emma?"

"What time is it?" The blonde furrowed her brows at the clock above the door, surprised that it had appeared way past the time fifth period would have been over. If the clock wasn't lying, it would be the middle of sixth period now and, fuck, she was missing it. And how the hell hadn't she heard the bell? And why the hell was the class empty, considering it was sixth period.

"It's about two-" then her own eyes widened. "It's sixth period."

"Government. I'm missing it." Emma frowned, not exactly caring that she was missing that class. All Mr. Glass did was drone on about words that appeared on the smartboard in a powerpoint, then allow them the rest of the time to do a "study" in which everyone just talked with each other. It wasn't much of a class to miss since she never paid any attention half the time and the notes were online, which she could easily access at home.

"I'll write you out a pass." Ms. Mills immediately responded, grabbing the little pad that sat on the corner of her desk. "You said Government, correct?"

"It's pointless to go," she shrugged. "I mean, I missed half the class and we usually just go over notes in that amount of time and do nothing after. By the time I get there, that's where they'll be."

Maybe if she could just convince her…

"You do have to go to class, Emma. The office will call your parents if you skip."

"I'm not skipping. And they're pretty understanding. All I have to say is that I was talking to you." Emma shrugged and played with a piece of her golden locks. "Why can't I just stay? It doesn't look like you have a class."

"It's my… planning period." Ms. Mills' voice was gruff as she pushed the pad away from her.

Then it hit Emma. She had probably lost so many students that she had an open period that wasn't there before. Maybe that's why she didn't mind the company for lunch. She was alone for two hours.

"Planning period?" Emma quirked a brow. "Look, I've been here for half the class, just let me stay. I'll be good and go to gov on Monday."

"Only this once, Emma." The brunette's lips twitched, despite the struggle of keeping that smile from coming.

"Thank you!"

"Not so fast." She chuckled.

"Sorry. Mr. Glass is just…" Emma shook her head and sighed, slumping back into her seat. She didn't know how to describe that man. He looked as if he didn't want to be there half the time, and that was probably why he usually only talked about notes on the board before going to his desk in the back corner.

"You have Mr. Glass?" Ms. Mills' eyes were quite large, and frighteningly so. Emma swore they were going to pop out of her skull.

"Yeah?"

"I can tell him that you're here. He'll mark you present." she rolled her chair over to the computer on the far corner of her desk, then picked up the phone that sat next to it. She dialed a few keys and waited, receiver up to her ear.

And Emma wondered what the hell that was about.

"Hello, Sydney? ...Yes, this is Regina. I have a student of yours here with me… Yes. Emma Swan… Nolan." The brunette had this devious smirk on her lips and they looked just so evil, Emma couldn't help but to whimper softly at this new side. She had not one clue what kind of relationship was going on between the two and, oh god, she hoped that they weren't dating because that would confirm her fears. And fuck. Emma didn't know if she could handle the truth.

She broke from her thoughts as the brunette teacher spoke into the phone, her voice sharp, unlike it had been when speaking with Emma.

"I would appreciate if you were to mark her present for your class… Yes, she won't be going back. Wh… If you feel so inclined to…. Yes, I will. Thank you. Goodbye." Then the receiver was back into its cradle as Ms. Mills rolled her chair back to Emma once again.

"I shouldn't tell you this, but I will anyways. He said he would mark you present, even if you aren't in the class. Of course, the exception being you have a sick day."

"Seriously?" Emma gawked at the new information. What the hell kind of control did she have over that man? They must be dating if she was able to so easily convince the man to do that.

"Yes. Seriously." Ms. Mills smirked and it looked so proud.

"Is that an invitation to stay during sixth period, now?"

"No."

"Aw…" Emma whined softly, but the smile on her face gave her away.

"You still have to go to class despite the attendance record. You must pass that class in order to graduate, as I'm sure you know. Do not take advantage of this." She warned, arms crossing tightly over the black sweater she wore.

The blonde nodded, her fingers drumming mindlessly on her thighs. "I won't. I promise I won't."

"Good." Regina nodded and shuffled through the papers on her desk. Emma loved how the woman trusted her that much.

And then the words just spilled from Emma's mouth like verbal diarrhea and, oh god, she wished her mind was faster than her mouth. And was she glad that the two of them had become something similar to friends because she was sure if she were to ask that question to any other teacher, she'd be sent down to Mr. Gold's office with a detention slip.

"Is he your boyfriend?"

"Pardon?"

"Like, are you two dating? I mean… You seemed-"

And then she's laughing.
And, holy shit, it's so rich and melodical. Emma swore if she could record Ms. Mills laughing and play it back on repeat, she would never tire of it.

"No, dear. He seems to be infatuated with me for some odd reason. It's all unrequited."

She said that.
It was like she was worried to let Emma think she had this infatuation with Mr. Glass right back. But then she said that.

"Don't tell anyone, though. Although, I'm quite sure that most know… so I suppose it wouldn't exactly mattered." She quickly butted into Emma's thoughts. "I don't want the students to tease him about this. It's probably hard enough since I… laughed in his face…" she frowned, a look of guilt on her face, but it only lasted a moment before her visage turned to stone.

"I won't. Trust me." Emma said, her tone so light and airy, she hoped that wouldn't give her away.

"Thank you." Ms. Mills exhaled a breath that Emma was sure she didn't know she had been holding. "Keep this confidential. He's doing you a favor."

"And so are you. You're keeping me from his boring class. I don't want to sound like a bitch- pardon- or anything, but, it's like he doesn't want to be there."

"He probably doesn't." And that's all she said on the subject before nudging away from the topic. "You should probably get ready. The bell's about to ring and I know how far the art hall is from here." Ms. Mills flashed her that winning smile once again before standing up, her dark beige slacks tightening around her thighs as she did so. "I can give you a hall pass so you're able to get there faster."

"Thanks," Emma stood as well with her backpack, grunting at the weight of it. She quickly took the small pass that the teacher had given her and flashed a smile. "Thanks."

"You already said that, dear." Regina chuckled melodically and followed Emma towards the door. "Go on before the bell rings. It's sixth, there's going to be a large crowd around here, soon." She urged, a gentle hand touching Emma's shoulder.

She was sure that Ms. Mills had felt the shiver coursing through her body from that one touch, and god, she hoped that it would be passed off as a cold shiver. It was rather drafty…

"Have a good day, Emma. I'll see you on Monday."

"Thanks. See you." Emma nodded and that smile, just like yesterday, could not be helped as she walked out the door and into the desolate hall. But she stopped, turned, and looked over to Regina who was now standing outside the door, holding it open against the wall. She shot her a confused looked, but Emma merely smiled wider and waved.

"Have a good weekend, Ms. Mills." Then she shot off as the bell rang. Damn, she wasn't going to beat the traffic in the hallway. But she didn't mind so much. The genuinely happy, and yet surprised, smile on the English teacher's face just made her day.

"Where the hell were you?" Belle immediately confronted Emma as the blonde took her spot in the art room. "Mr. Glass was boring as hell and I had no one to talk to."

"Sorry." Emma mumbled, a soft giggle slipping from her lips. "I didn't hear the bell ring and I ended up staying in Ms. Mills' room halfway through the period."

"Did she call Mr. Glass?"

"Yeah."
Belle smirked. "I knew it! I heard him say your name, but it was so quiet, because everyone else was talking. He said he'd mark you present?"

"Ms. Mills convinced him to, I guess." Emma smirked, knowing just why that was.

"'Cause he has this crush on her." Belle voiced her friend's thoughts.

"Wh-.. How did you know?"

"Everyone knows, but they don't say anything. I mean, I don't think everyone. But the people who have seen those two talk to each other, it's clear. He'd do anything she says."

"She doesn't like him back." The blonde blurted.

Belle chuckled and took out her sketch book as the bell sounded, indicating the start of class. She nudged Emma knowingly. "Yeah, I know."

"Of course you did…" The blonde mumbled, doing the same with her own sketch book. She opened it to where they had left off yesterday, practicing small objects and scenes using the grid method.

"Oh, Em," the voice beside her suddenly spoke. "Did you get a picture?"

"Yeah."

"She let you do it?"

"Yeah."

"Tell me about it!"

"No."

"Why not?"

"Belle. Shut up."

"No. Tell me."

"Why?"

"I wanna know her reaction."

"Belle."

"Come on…"

"Shut up."

"Please."

"No."

"If you tell me, I'll shut up."

"... fine." Emma groaned and glared at her friend's persistence. Why the hell was Belle so nosey? She wished Ruby were here sometimes, just so the little brunette would shut her mouth. With a shake of her head, she whispered. "She was surprised, but she didn't mind."

"Surprised?" Belled tilted her head, pausing her work. "How so?"

"I don't know." The blonde shrugged and pulled her phone out, hiding it underneath the table. She nudged Belle with her leg and smirked, the picture of Ms. Mills on her phone showed up.

"I've never seen her smile like that."

"It's probably her photo smile." Emma shrugged. "She knew I was drawing her."

"I would need you to put your phone away, Emma." The teacher, Ms. Boyd, had spoke as she passed by the two friends' table.

"Sorry, Ms. Boyd…" Emma mumbled and quickly shoved the device back into her pocket. It wasn't until the blonde teacher had glided away that she backhanded her laughing friend's arm.

"Shut up."

"I bet you're going to have that as your background by the end of the semester."

"No I won't."

"Okay…" Belle drew the word out, a knowing smirk on her lips.

"I hate you," Emma muttered, going back to their assignment.
Belle chuckled and mewled quietly before doing the same. "No you don't."

"She has her picture!" Belle squealed, running over to the counter where Ruby was currently waitressing an older gentleman. The lanky brunette looked up, dark eyes widening in surprise at her friend's sudden outburst. Then she smirked, knowing who and what she was speaking of.

Emma had trudged in behind Belle, grumbling about how many ways she could kill and dispose of both her friends.

"Look at sourpuss over there." Ruby puffed out her lower lip to mock the blonde as she slid onto one of the stools. "Come on, Em, lighten up!" the waitress slid a mug of cinnamon hot cocoa in front of her and an iced tea in front of Belle who had occupied the spot next to the blonde.

"Shut up, guys." She grumbled and turned to Belle. "I told you not to tell her."

"I will as you tell me about this picture on your phone." Ruby smirked as Emma's other brunette friend just shrugged.

"It's for an art project."

"Sure it is."

"It actually is…" Belle giggled. "The only reason why I know who it was going to be, and is, is because she sits right next to me."

Emma shot her a glare, then looked up to Ruby who quirked a brow. "I'm drawing her. She agreed to let me use her face."

"Uh huh…" Ruby licked her lips and bent over onto her elbows. "Did she like the grilled cheese?"

"It was cold." Emma muttered.

"Oh, shut up!" She swatted the blonde with a dish towel, only to roll her eyes when someone called for her. "I'll be back. Tell me the juicy gossip when I get back."

"You two are driving me crazy. Ever since I told you…" Emma shook her head. "Why are you always teasing me about it?"

"We aren't." Belle frowned. "I thought you were taking it better than this."

Emma shook the hand off her shoulder and played with the steaming mug of cocoa in front of her. "Well, I'm not! I shouldn't have told you. This is why I don't share my goddamned feelings."
"Whoa! What the hell did you do?" Ruby rose both her hands in the air defensively as she headed back over to her friends. "What's up, blondie?"

"You guys! You're just constantly teasing me about having a crush on my teacher and you just won't stop! I feel like shit when you keep going…"

"Look, girl, we don't mean any harm." Ruby donned the same frown as Belle. She took the stool next to Emma and wrapped her arm around her shoulders. "You've never had a crush, or at least told us about it, before. We do this, you know? Tease each other when we have crushes."

"Yeah, but you just keep pushing me towards her like something's going to happen. It's not." Emma finally muttered, glaring coldly at the cocoa as if it were the enemy.

"We just thought this was what you wanted. We're supporting your efforts, Emma. I mean… I've never seen you so into someone before." Ruby continued, her voice light and sympathetic. "We can back off if that's what you want?"

"It'd be nice." Emma lay her head into her crossed arms.

"Are you still going to have lunch with her?" Belle asked softly.

It took Emma a moment to answer that question. She wasn't sure if she should, anymore. It was pointless. She initially had lunch with Ms. Mills because she wanted to get her chance. But now, she wasn't so sure. It was futile to try what she wanted and it was tiring the way her friends were so optimistic about it. This woman was twenty years older than herself and she clearly was not interested.

But on the other hand, Emma couldn't just leave Ms. Mills alone for lunch without a good reason. The two clicked in a way that was right and didn't make anything uncomfortable. The English teacher would make a good friend, or what was considered a friend between a student and a teacher. So she answered honestly.

"Yes."
"You are?" Ruby raised her brows. She must have been expecting Emma to say no.

The blonde nodded. "Yeah. I can't just leave her alone for lunch. That's mean. Anyways, she's still pretty neat, even if I can't get further."

"Have you given up so soon?" Belle asked quietly.

Then Emma stared at her.
"I don't know." she answered honestly, and yeah, she didn't know. She could still try, but for now, that wouldn't be her main goal. She would just spend time with Ms. Mills and be the person that she would talk to. It would be nice, she told herself.

"Ruby! Get your ass back to work and stop gossiping!" Granny shouted from across the diner upon spotting her granddaughter.

"Give me a sec!" Ruby whined and turned back to Emma as she slipped from the seat. A hand found its way on her back. "Don't give up," she whispered before heading off to resume her work.

"I'd drink to that." Emma playfully lifted her mug, bumping it with Belle's glass before downing the lukewarm cocoa. Her phone buzzed just as she set the mug down, causing her to groan and pull it out.

"It's Mary Margaret. I have to go."

"Oh, alright." Belle nodded and wrapped an arm around her friend. "Talk to you later?"

"Yeah," Emma nodded and paid for her drink before heading out of the diner, thumb roving over her phone as she replied back to her foster mother.

A/N: I received a question that I would like to address, since I cannot reply to it directly.

"Is there a reason she was listed as Mrs. Mills in the first chapter?"

It was a sort of misprint on Emma's schedule and it was to add to her anxiety about going to the class. I *might* address it later on in the story.