A/N: Soooo... this happened. I hope you like it.

I will not be updating next week unless a miracle happens as I will be out of town. But I will update as soon as I can.

Leave a comment and let me know how you like it.


2:47 AM

Regina sighed and tried closing her eyes again. The blue glow of the alarm clock seemed as bright as the noonday sun to her. She had been in bed, staring at the ceiling for hours. Try as she might, she hadn't been able to fall asleep.

When she left Granny's, she had poured herself a tumbler of cider, built a fire and sat in her study thinking. Over and over she had rehearsed the events of the night. Getting dressed, running late, talking with Snow, and approaching Emma. That's when things had gone south.

Hook.

Gods, how she despised the pirate. It was more than the fact that he had been Emma's choice. It stretched back much further than that. She deliberately avoided the memory of him towering over her, helpless without her magic and strapped to that table, his hook scraping across the skin from her throat to the top of her blouse and down between her breasts. Why had she let that go?

Flipping onto her side, Regina punched her pillow harder than was necessary to fluff it and closed her eyes again. Still, her mind supplied the image of Emma's child, so petite and beautiful, an innocence to her that was surprising considering her parentage, making her way to Regina. She looked so much like Emma it would be easy to forget she had any connection to that overgrown man-baby at all.

Brown eyes opened again and Regina sat up with a huff. It was pointless to continue trying to sleep. She stood and made her way to her closet, slipping on her old running shoes. She knew she couldn't rest until she asked the question that had been burning her tongue all night.

Why?

~ (SQ) ~

3:05 AM

Emma eyed the grandfather clock, took her feet off the coffee table and stretched. She had been sitting here all night, a bottle of tequila and two shot glasses on the table in front of her, waiting for Regina. She rubbed her eyes with the heels of her hands and shook her head at herself. Clearly she had misjudged the situation. Or else Regina had really changed in the last decade.

Whenever they fought in the past, or something needed to be hashed out, one or the other of them had always come knocking on the door—even in the middle of the night. The blonde had considered going over to the Mifflin Street house but she knew this was something that had to be handled on Regina's time table. So she had waited for a knock that never came.

Standing, Emma waved her hand over the dying embers in the fireplace, snuffing them out with magic. She stopped long enough to straighten a picture of Henry as a boy on the hearth next to one of Elena. Behind them both, as if hidden away, a frame held a candid shot of Henry, Regina and Emma at his high school graduation. She let a finger trace lightly over the three faces and sighed. It seemed so long ago, and really, it had been.

Turning away, Emma reached for the bottle and shot glasses, the clinking sound joining the ticking clock as the only noise in the house. She headed to the kitchen to put them away, wondering about the brunette. Maybe Regina would feel like talking tomorrow when they took Lucy and Jacinda around town. Maybe this would be ok.

A short, sharp knock sounded on the front door just as Emma stepped past it. She jumped, nearly dropping the things in her hands. She tucked the bottle under her right arm to free up her left hand and took a deep breath. She knew exactly who was on the other side of the door. And if the scent of magic in the air was any indication, the visitor was in no mood to be kept waiting… even in the middle of the night.

~ (SQ) ~

Regina had been standing at the door for at least five minutes wondering what she was thinking. Dressed in her gray silk pajamas, battered running shoes sans socks, and an unbuttoned and unbelted tan overcoat, she wasn't exactly dressed for confrontation. Plus, what was she going to say if the pirate answered the door.

No, this was a bad idea. She would just leave and they could talk tomorrow. Maybe when they met up for the town tour? This would be ok. It had to be ok. She couldn't live in this town without it being ok.

Impulsively, she knocked. One, sharp rap of her knuckles against the wood and she waited. They were doing this… tonight.

Almost instantly, the door opened. Emma was less surprised to see Regina than the brunette had expected. Dressed in plaid, flannel pajamas and her sock feet, Emma appeared to be ready for bed. But, in one hand she held two shot glasses, a bottle of something tucked under her arm. With the other hand she held the door. Her face looked tired, her eyes red, her hair in a messy bun.

"I'd just about given up on you and started to bed," Emma said, turning away from the door and heading toward the living room.

Regina took the blonde's retreating form as an invitation to enter and came in, closing the door gently with a near-silent click. She glanced warily toward the stairs, wondering if the other Jones' were sleeping above them.

She whispered, "Can we go someplace else and talk?"

Emma followed her gaze toward the stairs and flopped down in the same worn chair she had been in all night. "No need. Nobody's here but us." At Regina's curious expression she explained, "The girls wanted to stay at mom's, Henry and Jacinda wanted some time alone and stayed at Granny's…"

Regina watched as Emma opened the bottle she now knew was tequila and poured a shot for each of them. The Queen stayed put in the foyer, waiting to hear about one more person before she sat down. "And the one-handed wonder?"

Emma barked out a laugh. "God, I've missed your snark. No one insults him better than you." She patted the end of the sofa closest to her, indicating Regina should sit. "Don't worry, he isn't here either. He's on the Jolly Roger. We had a slight disagreement earlier and he decided to sleep there. Come sit with me."

Glancing again toward the stairs, Regina slipped over to the sofa. She wasn't afraid of another interaction with Hook—not at all. But she didn't come here to fight with him. She came to talk to Emma. She felt better about her decision to come knowing he was gone.

The room was damp without a fire, but the smell of one having recently been put out was comforting. Had Emma just been sitting here all night? Regina sat down after another cushion-pat from Emma. She did not remove her coat, instead drawing it closer around her. Dampness was giving way to a chill.

"Are you cold?" Emma snapped her fingers and a warm fire roared to life. Regina bit back a smile at how well the blonde was doing magically. She had no right to feel proud, but she did.

"Thank you." Regina muttered, letting go of the coat but still not removing it.

Suddenly her question, her reason for coming over in the middle of the night was hard to ask. She glanced at Emma and green eyes were already watching her. As they sat staring, searching each other, probing deep as they so often did, the brunette realized this was the first time she had been alone with Emma in over ten years.

Her question could wait a few minutes more.

It was Emma who finally looked away. She downed her shot and Regina got the sense it wasn't her first tonight. She wasn't drunk, but certainly nearing tipsy. Regina took her shot and stood. That was enough drinking for tonight.

"What was the disagreement about?" Regina asked over her shoulder as she picked up the empty shot glasses and the bottle and carried them into the kitchen.

~ (SQ) ~

Emma watched her as she slipped into the kitchen. The belt on her overcoat was hanging low on one side. The blonde thought idly about pulling the other side to even them up but that made her uncomfortable after what Killian had said.

"So what was it?" Regina asked, returning to the living room and sitting, still in her coat.

You.

Emma rubbed her hands down the front of her thighs, drying a clammy feeling that seemed to spring out of nowhere. It had been a while since she and Killian had fought like this. Years, in fact and that had been about Regina too. But tonight was different. Emma had fought back.

~ (SQ) ~

"You embarrassed me tonight," Killian pouted.

"I embarrassed you!? Oh that's rich! You acted like an ass." Emma kicked off her shoes and slammed her purse down on the entryway table. "How the hell did I embarrass you!"

She was glad Elena and Lucy had been such fast friends and wanted to stay with her mother. Her daughter didn't need to pretend not to hear them fighting one more time. It wasn't the life Emma had envisioned for either of them.

"With Regina," Hook forced through gritted teeth. "Will I never be rid of that witch?" He reached for a flask of rum inside his jacket. All these years and he still dressed like a cross between a pirate and an emo band front man.

"Regina?" Emma was honestly perplexed as to how she had embarrassed him with Regina. "By what? Talking to her?"

"Talking? Sure." Sarcasm was heavy in his voice. Unexpectedly, he came close and grabbed her upper arm hard, his voice an angry whisper near her ear. "What happened between the two of you before she left is in the past now and I have chosen to forget it. But I won't just sit here and let it happen again. You belong to me, Swan."

Emma jerked away and shoved him back. "Keep your hand off me! I don't 'belong' to you or to anyone else for that matter." She was so furious her skin burned. "God, you are such an ass sometimes. And I honestly don't know what you are implying happened between me and Regina but you are way off base."

Laughter burst from him like a water main erupting—an angry, seething flood without mirth. "What sort of fool do you take me for, Emma? Do you think I can't see—hell, that everyone in this godforsaken place can't see how you look at her? How she looks at you?"

Emma was a hurricane of confusion and rage. "I don't know what you are talking about. Regina is my friend and nothing more."

"Right." He stepped closer again but her glare prevented him from touching her so he backed away, casting an equally hateful look. He studied her and laughed once more. "My god, you really are that stupid aren't you? Nothing going on in that pretty blonde head of yours?"

"Killian—"

"Though I shouldn't be surprised, should I? You never could see what was right in front of your face. Too blind to see that…" He paused, weighing his words and finding one that tasted properly like his sour disgust. "… that cunt is in love with you and that you—"

Emma's open palm made contact with his face and the sound of it filled the room. "Get out of my house."

Hook rubbed his reddening cheek. "Your house? This is as much mine as yours, love. I'm not going—"

"Get the fuck out of my house!" Emma screamed as a white glow rushed to her finger tips on instinct, chasing her rage.

"Alright. I'll go. But this isn't over." He jerked open the door and looked back in disgust. "You'll be sorry."

~ (SQ) ~

Emma shrugged, forming an answer to Regina's query. "It was over religious differences."

At Regina's curious gaze she went on. "He thinks he's God and I don't."

A smile tugged at full lips and Regina nodded. "Ahh, I see. On that point, we agree."

The blonde glanced back toward the kitchen. "I thought we'd have more than one shot, Gina. Are you turning into a lightweight?"

"No, dear, I am not. However, whether from my cursed memories as a bartender or just knowing you so well, I would guess you have already had a few before I got here. I think that is enough for tonight."

Green eyes sparkled with interest at the mention of her bar. "Oh! Henry said you owned a bar and your cursed name was Roni! I'd have loved to see that. Did you ever—"

"Why did you name her Elena?" Regina's question slammed into Emma unexpected and heavy.

~ (SQ) ~

Regina sat waiting, staring at Emma with a blank and emotionless expression. She had used this mask before and it felt comfortable and unnatural all at once. She didn't want Emma to know what she was feeling.

The blonde, for her part, seemed knocked off balance by Regina's words. Surely she had known it was coming. But she still just sat, mouth slightly open, blinking rapidly, eyes darting about as if the answer were lurking in some dark corner.

"Why, Emma?" Regina prompted again. "Of all the names in the world, why this one? Or have you forgotten what it means to me?"

That snapped the blonde back to reality. "Forgotten? No! Of course not. I could never…"

~ (SQ) ~

Regina stretched her neck by tilting her head from side to side and then front and back. It was stiff from sitting at her desk all day. She had been ignoring it, but that seemed impossible now.

"Neck bothering you again?" Emma sat down her wine glass and moved around behind the brunette. Her hands were reaching when Regina leaned away.

"It's fine, Em. You don't have to—"

"Let me heal you, woman." Emma laughed, her cheeks pink presumably from the wine they'd been drinking. Her warm hands made contact with Regina's bare skin and sent a shiver down her spine.

She hadn't wanted Emma to massage her. Not after the way it had affected Regina the last time. But it was pointless to resist. So she relaxed and closed her eyes and tried not to wish this massage meant something more than it actually did.

This was the first girl's night they had had in months. When it started, when Henry was in high school, they had faithfully gotten together once a month. Over time it was every month or so, then every few months, then it stopped almost completely.

Emma had come marching into the mayor's office one afternoon, her heavy boots as graceful as an elephant ballerina that day, and insisted they do better. She missed female companionship and Regina was her number one girl. How could Regina refuse?

So they had done better. And it went on like that for about a year before they slacked off again. Tonight was their second attempt at this girl's night, having been rescheduled once already. So, stiff neck, head ache, late meeting, disaster-natural or supernatural… nothing was stopping them from drinking wine and drinking each other in.

"Is this helping?" Emma said quietly as she kneaded the soft plane of Regina's neck and shoulders.

The brunette bit back a moan as nimble fingers worked loose the knots. She nodded near imperceptibly and concentrated on the tiny path of fire everywhere Emma touched. "It's helping."

"Good."

Regina could hear her smile without seeing it.

"Did I tell you we have an appointment with a doctor in Boston Monday?"

"We?" Regina said, not sure to whom Emma was referring.

"Me and Killian. There is still no real explanation as to why I haven't been able to get pregnant. I know I am technically older than I would like to be for having another kid, but magic works wonders, amiright?"

Regina stiffened at the words. Any pleasure she had derived from the impromptu massage faded and a bitter taste slid across her tongue. She pulled free from Emma and reached for her wine to erase it.

"I see. And will the doctor exam him as well as you?" If Emma noticed the change in Regina, she said nothing of it. "Because my money is on his 300 year old seed as the culprit, not you."

Emma wrinkled her nose. "Eww. I did not need that in my head."

Regina shrugged. "You married him."

A long sigh sounded from behind her and Emma came around and sat beside her again. They both were dressed in casual clothes and sock feet and had forgone any plans to go out in favor of wine and a nice fruit and cheese tray Regina had literally pulled out of thin air.

"Be nice."

Regina huffed and took another drink of her wine. She knew she shouldn't push it so she changed the conversation to something they could both agree on.

"Do you still have my memories of Henry when he was a baby? He was such an easy baby once he warmed up to me." Regina laid her head back against the sofa and turned toward Emma.

A light that only Henry could bring to green eyes beamed at her. "I do. And I remember how much he cried before he warmed up to me… you… us? You know what I mean."

Regina laughed a little. They had discussed before how confusing it could be having two lifetimes worth of memories in your head. "I'm glad he was a boy. I think girls are harder."

"Really? I'd think you were jumping at the chance for a little girl you could spoil and dress up and all." Emma snuggled down into the cushions. She was incredibly close this way but Regina didn't mind.

"I'm glad he was a boy, but looking back, I would have loved any child." She paused, "I had no idea if Rumple would be able to find a child for me at all, let alone a specific gender. I made plans for either situation. I was ready. I even picked out a name for both."

"You did?" Emma said, excited at this new detail. "What would you have named a girl?"

"Elena," she said without a second thought.

"Elena." Emma said the name reverently, letting it hang in the air for a few seconds. "Why?"

Regina frowned. "Why what?"

"Why did you pick that name?" Emma sat up and folded her legs so she was completely facing Regina now. "I mean, you named Henry after the two most important men in your life, right? So, was there an Elena?"

The brunette sat contemplating. This was something she had never told another living soul… in any realm. It wasn't that the secret was so immense, but it was immensely personal to her. Yet, here was Emma, with her puppy face at full power, waiting to hear about the name.

She knew she was going to tell her before the blonde had even asked. There was very little at this point she would deny Emma. She felt too deeply, wanted too completely. She would share her son with her, her heart with her, her life with her if she asked. The story of Elena was a small thing in comparison.

"Yes, there was an Elena. And what I'm about to tell you is something I have never told anyone before. Ever. Will you keep my secret?" Regina leaned in with a conspiratorial tone.

"Of course," Emma said quickly. "I'll take it to my grave."

Regina paused another moment and began.

"When I was a girl, I didn't have any friends. We lived on a large estate in the country and, as you can imagine, my mother didn't exactly create an inviting environment for visitors. I was a very lonely little girl." Regina deliberately spoke in a soft voice. In part because the story was special, but also because she enjoyed the way Emma was watching every word forming on her lips. "Mother hired a new cook who had a daughter my age—"

"Elena." Emma supplied.

"Yes, her name was Elena. She was not permitted in the main house and I was not allowed to speak to servants unless I was ordering them to do something for me. But I was a precocious little thing and I would often slip down to the kitchen after my lessons and play with Elena. She became my best friend." There was a wistful look in Regina's eyes as she spoke.

"Of course it didn't take long for me to be caught and punished for fraternizing with the help—"

"Punished? Punished how?" Emma frowned and was almost afraid to hear the answer.

"Punished. Mother was a superlative disciplinarian. I learned to hurt people first from her. And I learned to endure pain from her too. So let's just say, for this infraction I was severely and sufficiently dealt with." Regina's voice took on that flat quality it so often did when she spoke of Cora in those old days.

"Elena was forced to watch so she would never forget what she caused by forgetting her place. After that, Cook never brought her again. I was frankly shocked her mother was allowed to remain on at all but Mother loved her roast goose so..." Regina offered a dismissive shrug.

"So, did you ever see her again?" Emma asked, tucking her blonde hair behind her ears.

"Actually, yes. When I was fifteen a new girl was brought in to do the worst jobs in the kitchen. She washed the floors by hand, carried scraps to the pigs… menial work. I was curious because Mother usually saved that job for someone she particularly disliked. Imagine my surprise when it was Elena."

Regina poured wine in both their glasses and handed Emma hers. She took a sip and continued her story. "We became friends again instantly. Every chance we got, we spent time together. I didn't know it then but when I got a bit older I understood that I had a terrible crush on her. And I think she had one on me." Regina smiled into her wine glass and watched for any sign in Emma that would tell how she took this information. But Emma remained the same, listening with great interest to her story.

"So what happened?" Emma asked, placing her glass aside.

"What always happened to things I cared about where Mother was concerned. You see, after a good deal of time secretly spent together, we had worked out a system. She would finish her work and meet me in the study. I was there, waiting, and I stumbled against a table. I broke a vase that had been a wedding gift to my parents from some dignitary or other. It was one of Mother's favorite possessions.

Elena was on her way to meet me and, hearing the crash, she came running. She got to me seconds before Mother appeared. I tried to tell Mother I had broken it but before I could, Elena spoke up and took the blame. I think Mother knew it was a lie and I was too afraid of her then to tell the truth."

Tears filled brown eyes, misty with the memory. "Mother beat her mercilessly but I wasn't supposed to know it. I saw only the battered back of Elena as she was helped out of the house by her mother—who was let go this time."

Both women were quiet for a time. "You see, Emma, up to that point no one had ever done anything to protect me from Mother. Not my father, not the servants—no one. I was helpless. But Elena took my punishment. She lied to protect me. She loved me—sacrificially. No one had ever done that before and only three people since."

"Three?" Emma mentally counted Daniel and Henry. But who else? Surely not that stupid thief?

"Three. Daniel, Henry and you."

The words hung in the air and neither woman said anything but only searched each other through the windows of their souls. It had been a heavy and unplanned confession. Finally Regina spoke again.

"So naming my gender-unknown baby was easy. I would name him Henry for my father, Daniel for my first love. And if he was a she, I would name her Elena for the first person who made me feel worthy of love."

~ (SQ) ~

"I could never forget." Emma felt tears stinging her eyes at the memory of such an intimate moment between them so long ago.

"Then why?" Emotion suddenly made itself known in Regina's voice. A single tear escaped and slid down her otherwise perfect face. "Help me understand."

Emma rubbed both hands down her face and in a voice so small the brunette would have missed it if she hadn't been straining to hear, she spoke her truth. "I named her that because it was the name you wanted to give your child… a name that meant love and sacrifice to you. I wanted my daughter to have that kind of name."

"That isn't good enough. You had no right!" Dissatisfied with Emma's reason, Regina felt hurt and anger in tandem surging through her veins.

"Regina, please!" Emma felt panic rushing forward like a tsunami in her chest. "You don't understand! It was more than that—"

"No, I don't understand. I can't believe you did this. Took that name that held such meaning to me and gave it to his child. I wanted that name for my daughter!"

"And I wanted her to be your daughter!"

Emma clamped both hands over her mouth with a gasp. She had never meant to say that. She wasn't even sure what such a thought meant when fully realized.

Regina was shocked into silence. Anger dissipated and dark eyes softened.

"What… what are you saying?" Regina whispered.

Emma dropped her hands to her lap and her eyes followed them. "I don't know. I only know when you left I was miserable. I thought it was pregnancy hormones but it wasn't. I missed you. And I couldn't imagine having a baby… raising a baby without you. So—" Emma looked up at her now, green eyes turbulent seas, "so I gave her a name that would make her ours. Mine and yours. I never told anyone about the name. Even Elena herself doesn't know. I just… I just wanted her to be a part of you like Henry was. So we would be connected to her... together."

It was too much. Regina couldn't stand under the weight of it. She began to weep, dropping her head into her hands. "Oh, Emma."

The blonde moved swiftly to the floor in front of Regina, prying her hands from her face, gently touching her chin so their eyes met again. "Hey. Hey, don't cry. I'm sorry. It was stupid—"

"Don't you dare apologize, Emma Swan. It wasn't stupid. It's the most beautiful thing I've ever heard." Regina was trembling under the other woman's passionate gaze.

She wasn't sure what happened next, but all she knew was the sensation of Emma's soft, pink lips pressing tenderly against her own.

She had not seen that coming.