A/N: I don't own Once Upon a Time or any related characters, etc. I do, however, own this story, and I hope that you guys like it.

XX

9 PM

"I'm tired Miss Swan."

"Me, too, Miss Mills."

Neither made a move, opting instead to stare at the empty space surrounding them, keeping their eyes everywhere but one another.

9:30 PM

"I'm bored, Miss Mills."

"As am I, dear."

Emma sighed heavily, and Regina merely shook her head.

9:47 PM

"Augh, I can't take it anymore!"

Regina snapped her head up, casting a fearful look at the blonde.

"What are you..?"

Regina's question was quickly cut off by Emma pulling her shirt over her head and shimmying out of her jeans. Regina gulped, sucking a quick breath between her teeth as Emma looked at her pointedly.

"I'm still clothed, mostly, so quit looking at me like that, would you?"

Regina merely nodded, still finding it hard to speak, and Emma marched across the room, grabbing her hand and pulling her out of the chair. Before Regina knew what had happened, Emma had unbuttoned her slacks and was turning around, hiding her blush from the brunette.

"Get..undressed, or whatever, please.."

Emma's words trailed off into a whisper, but the deathly silence in the room ensured Regina did not have to strain to hear it. She nodded, more to herself than to Emma, and quickly gathered a tank top and pair of shorts from her belongings. Emma waited until she was sure Regina was decent and turned back around, smirking.

"Very nice, Miss Mills. I definitely approve."

Regina shot Emma a pointed glare and huffed.

"Well it isn't what I would normally wear dear.."

Emma's only response was to turn light pink and crawl into her bed.

XX

10:52 PM

Emma slapped her palm to her forehead, and Regina snorted.

"I seem to be unable to sleep as well, Miss Swan."

Emma's quiet giggle soon became a yawn, and she stretched her limbs.

"I mean, I know I'm tired? I don't know, I guess. Just, bleh."

"Very eloquent, dear."

"I know, right?"

Emma rolled over swiftly, curling deeper into Regina's arms.

"Can we just talk?"

Regina smiled warmly at the girl before shaking her head.

"I suppose it wouldn't hurt anything to simply talk, Miss Swan. Any certain subject you wish to discuss?"

At this Emma froze. Regina could feel the immediate tension, and she wished she could take it back. This was, of course, impossible, however, and as such she busied herself with rubbing gentle circles in the girl's back. Emma snuggled even further into Regina, wrapping her arms around the brunette and holding her tightly.

"I don't know, whatever, I guess."

"Hm, well, ask me things then, I suppose. What exactly would you like to know?"

Emma's eyes twinkled as she cupped Regina's face in her hands.

"Everything."

Regina's heart melted a little bit more and she sighted contentedly.

XX

"Cats or dogs, Miss Mills?"

"Hmm. Cats are preferable, but I truly do love both. You?"

"Same."

"What do you really want to do when you graduate college, Miss Swan?"

"Ouch, hard questions already. Um, I don't know. I just want to be happy doing it."

"Good answer, dear."

"Why are you single, Miss Mills?"

Regina sighed, and Emma feared she had hit a nerve.

"I am single because nobody has been worth my time, or effort, dear."

Emma nodded in agreement.

"I understand, really I do."

"My turn, dear. If you could only eat one thing for the rest of your life, what would it be?"

Emma's face paled in horror, and Regina laughed uproariously at the way her brows furrowed in concentration. Several minutes passed before Emma feigned defeat, placing the back of her hand over her eyes.

"You win, Miss Mills. That's entirely too difficult."

"I was not aware this was a game, dear."

"Well, duh, of course it is."

"Well then, what's my prize?"

Emma wasted no time in responding, and excitement coursed through Regina's veins.

"You'll get it soon enough, I promise."

XX

11:39 PM

Emma grinned.

"Ok, your turn."

"Hmmm.. what should I ask?"

Regina posed the question more to herself than to Emma, and the air between them stilled. She was so desperately exhausted, but her heated body fought sleep relentlessly, the stress of being so close to someone currently unobtainable proving too much for her. There were so many things she wanted to know about Emma, so many questions she wished to ask, but so many memories she dare not intrude upon, not yet. Emma seemed to sense the brunettes anxiety, and whispered fiercely into the darkness.

"I'll tell you anything, everything. Whatever you want to know, I'll always be truthful, even if it's difficult.

Regina nodded slightly, a gentle smile lifting her lips upwards. She knew Emma was being as honest as her heart would let her, and words could only fail to express Regina's gratitude.

"Miss Swan...why were you crying, in my classroom, that day...?"

Emma's heart answered Regina first, and the blonde was suddenly overcome with emotion. Regina feared she had inquired about something out of bounds, and she gently rubbed her thumb under Emma's eyes, catching the tears that fell. Emma didn't care anymore; she knew if she were to relent, and tell Regina of her dark past, there was a chance Regina would be scared away. As much as Emma could not bear the thought of being without the brunette, she wanted whatever relationship she and Regina were working desperately towards to be based on truth and understanding. Quietly, anxiously, Emma Swan did something incredibly uncharacteristic of her: she told Regina everything.

Once Emma started, it seemed she couldn't stop. She told Regina about all the foster families she had been with. She told her about all the things she had done in order to survive, spending countless hours hiding from the abuse and neglect forced upon her by the people that used her for nothing more than a paycheck. With every mention of the torture she endured, Regina's resolve grew weaker and weaker until finally, both women were wracked with sobs, struggling to catch their breath. Finally, Emma told Regina about Eva, the grandmotherly woman that took her hand so many years ago and guided her through the library, allowing her to spend as much time away from her temporary 'home' as possible. Eva would feed her, tell her stories, make sure she had bathed on any given day. Emma had loved Eva, Regina realized. The librarian had been the first adult who had ever treated Emma like someone she wanted, who had ever taken steps to ensure that Emma's wellbeing were first.

"The day I found out I was leaving that..home...I was so upset..Eva loved me, and I loved her, and now I wouldn't be able to see her anymore..knew I wouldn't have someone there to love me.."

Regina smiled sadly down at Emma, clinging to her for dear life. She let Emma simply cry, knowing how therapeutic it could be, how tormented her heart and soul were, and when Emma's sobs subsided into gentle snores and evenly timed breathing, she softly moved Emma's hair out of her face. The blonde smiled, and it warmed Regina's heart how even in her sleep she could bring the happiness out in her. She, too, had suffered greatly throughout her life; although the struggles that the women faced were different, in so many ways they were similar, and Regina could not believe that after so long she had found someone with whom she was equal, regardless of the slight age gap. Regina knew that she would always protect the girl, always put her first; Regina silently vowed to stay by Emma for as long as she'd have her. Regina tilted her head slightly, placing a soft kiss on Emma's temple. The words fell out of her mouth before Regina could stop them, but even then, she knew with absolute certainty that she meant every single one.

"I will always be here to love you, Emma Swan."

XX