A/N: I'm so sorry for the delay, it's been a heck of a week! I hope I can make it up to you with this chapter. Thanks as always to my fabulous betas lupwned and hunnyfresh! And thank you so much for all the birthday wishes, they made it a truly special one! I appreciate the follows, favorites, and reviews, and I hope you'll continue to share your thoughts!

Despite having spent the weekend utterly confused and off-balance, Emma found a renewed determination and a burst of inspiration the following Monday. She had a silly grin plastered to her face as she and Henry ate their Lucky Charms in the morning. To this point, she had grumbled about doing paperwork but had refused to really talk to him about the date. He had assumed that Operation Stallion had suffered a critical defeat and that an abrupt abort was called for. But this morning, Emma had a devious little smirk on her face and every now and then she'd release a little giggle.

"So it can't have been that bad, huh?"

Emma turned her attention to him, her grin widening, "Oh no, it was awful."

Henry frowned, "Then why are you grinning like that?"

"Because now it's my move again. And I had a brainwave that makes me think we might just pull this off, kid."

Henry's face broke into a grin that mirrored his mother's, "Phase Five, huh?"

"Phase Five."

"Excellent, so what's the first step?"

"The first step is for me to walk you to school."

Henry groaned dramatically and said "Come on, Emma. You need my help!"

"I do indeed. I need you to go learn and come home smart so you can support me when I'm old," she winked at him and lowered her voice conspiratorially. "Plus, I need to go get in contact with some allies for Phase Five. It's critical work, we're under a tight deadline."

"So you scheduled your next date?"

"Oh yes, next Saturday." Her smile broadened again as she thought about the plan evolving in her head.

"And you are going to plan something good even though you had an awful time on your date and only did paperwork?"

"It wasn't a date, Henry. It was an appointment." For some reason that was completely beyond him, the blonde began to giggle at the thought.

"Um…ok. Well, I better go get ready for school."

Emma was lost in thought again and merely nodded in response. Now she understood that Regina had been right all along. That was certainly not a date; appointment would be a much better description. And Emma planned to highlight the difference. After spending a day and two nights endlessly thinking through her failed Phase Four and Mary Margaret's words to her, she had decided that she needed to commit. Regardless of the outcome, she would not torture herself any longer. She was going to go all out, do everything in her power to knock Regina's socks off. If nothing came of it, she at least would know it was not for a lack of trying. All at once, she had known exactly what she needed to do. It was going to take help and a lot of work, but if everything worked out the way she hoped it would, she truly believed she had a shot.

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She had dropped Henry at school and made a beeline for the first, and most critical, ally she hoped to recruit to her cause. She hurried to Granny's and found a spot at the counter, bouncing her leg as she watched Ruby taking orders at another table. Ruby spotted the fidgety sheriff and stopped to make her a hot chocolate before approaching.

"Looks like you've had just about enough coffee this morning," she teased with a grin.

"It's not that, its…I had my 'appointment' with Regina on Saturday."

Ruby gasped, "Ok, sister. Spill." She leaned her elbows on the counter and cupped her chin, suddenly enthralled.

"Well, there's not much to tell. It was pretty much exactly what you'd expect."

Ruby wrinkled her nose, "Don't tell me she did something awful like made you report to her office for a stack of paperwork."

Chuckling briefly at the thought that the young brunette knew her well enough to guess that paperwork would be the worst form of torture for her Emma replied, "Right in one."

"Oh Emma, I'm sorry."

"No, don't be at all. I talked it through with Mar…with Snow and she helped me realize that maybe it wasn't a complete loss." Emma's silly grin returned now.

Ruby studied her ridiculous smirk for a minute before saying, "Emma, this is really something, isn't it? You like her don't you?"

Despite her reluctance to discuss her feelings and make herself more vulnerable, Emma had already determined that if she was going to pull this off, she'd need to set aside her own insecurities about relying on others and ask for help.

She blushed prettily as she nodded.

Ruby squealed and clapped her hands together, calling the attention of the entire diner to her. She waved her hands and said, "Back to your meals, nothing to see here."

Emma's face had gone from rosy to bright red at the added attention. She cleared her throat uncomfortably and said quietly, "Look, that's why I'm here. I need your help."

"Name it! Nothing makes me happier than playing cupid in the cause of true love."

"Knock that off!" Emma's ears were burning.

Ruby giggled and said, "Ok, so fill me in, what's the plan?"

"Well…first I have to know that you will keep this confidential. Except for Granny, I'm going to need some help from her too."

"Emma, of course," Ruby looked slightly insulted that she had even asked that.

"It's just…I'm really hoping that this will be perfect," Emma drummed her fingers against the counter anxiously. Ruby reached forward and covered the tapping fingers with her own.

"Emma," the blonde's head snapped up "It's going to be perfect. Just tell me what you need."

Emma gave her a small sigh and a genuine smile before she explained.

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Step Two found Emma clutching white paper sacks from Granny's as she walked into Henry's school. She smiled at the children walking by to go outside for recess as she approached Snow's classroom. She found her inside, collecting homework from the students' desks and held up the bags saying, "Chicken salad croissant, side of fruit?"

Snow beamed at her as Emma walked toward her and held out the bag. "You are a lifesaver! It's fish sticks in the cafeteria today," her nose wrinkled at the thought. It was a trait that Emma recognized from Henry's face and from her own. She frowned, suddenly uncomfortable at the thought that most people's mothers and sons probably did not help in their relationships. She glanced at her mother and sighed. They also do not have a mother who appears to be the same age, who spent months living with them as friends, discussing one night stands…

Emma decided to cut short this line of thinking and said, "So I've got an idea of what I want to do for Saturday."

Snow nodded as she took a big bite of her croissant. She regarded her daughter thoughtfully for a second before she said, "What can we do?"

Emma's face twisted a little, she didn't want Snow to think that she only came to see her when she wanted something. "Do you think maybe I could just tell you about my idea and you could tell me what you think? You guys kind-of have the romance thing down pat," she finished with a crooked grin.

"Of course, Emma. I've been dying to know what you had in mind."

"And this doesn't…I mean, this isn't uncomfortable for you?"

"Well, no. I mean if it goes really well, that's really all you need to say about it. I don't really need details."

"Deal," Emma wore a disgusted expression at the thought of discussing that with her mother. "Listen," she continued, "I've got Ruby on board and she's talking to Granny. But for what I've got in mind, I could really use some extra hands. I thought maybe seven pairs…"

Snow nodded, "I'll talk to Leroy. I'm sure that if I ask, they'll help you with whatever they can."

"Great! Ok, here's the plan…"

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Regina woke up Saturday morning flustered and completely out of sorts. She jumped into the shower and shampooed twice rather than conditioning. She did not notice until she was out of the shower combing her dripping wet hair and realized it did not feel quite right. Realizing her mistake she sighed and stepped back into her shower.

For the last week her anxiety had been building about what this evening would involve. She had studiously avoided Emma all week. She had gone to work early and stayed until well after dark, rushing home. She had forgone Granny's coffee all week to avoid accidentally bumping into the Sheriff. She was determined not to spend the entire week thinking about Emma and anticipating their appointment…no, their date.

She couldn't help but notice, however, that on Wednesday when she rode the city hall elevator after Emma, a trace of her smell clung to the air. When had she started noticing the sheriff's smell? She couldn't help that as she drove through town, she had to double take when she saw a slim blonde walking down the street and she stared for a moment before realizing it was Abigail, who raised a hand in greeting and continued walking. Despite her best efforts to avoid the blonde, she actually missed their interaction, even if it was only to spar over some small matter.

Their only actual contact that week had been when Emma had stopped in to Regina's office on Friday. Her new assistant announced that the sheriff was there with paperwork for the mayor to sign. Regina's heart had leapt into her throat, which she promptly cleared to try to make her voice steady as she said, "I'm just finishing a phone call. Please give me two minutes and then send her in."

It was a feeble lie that would be exposed the moment her assistant looked at the multi-line phone at her desk and saw that the mayor's line was not lit. Still, she felt that she needed a moment to prepare. Her heart raced as she reached into her desk drawer for her compact, fluffing her hair nervously and refreshing her lipstick. She closed her eyes and took a deep breath and then heard the latch click in the door and forced a practiced smile on her lips as she looked up.

Emma smiled broadly as she entered and inclined her head, "Madam Mayor."

"Sheriff, please come in."

Emma approached the desk and set down the stack of papers in her hand. Regina was relieved that the sheriff was dressed in her traditional jeans and tacky leather jacket once again. But she found her gaze wandering toward Emma's cleavage, visible beneath her shirt as the blonde leaned over her desk. She forced her gaze back up to Emma's eyes, but not before she saw the cocky smirk that clearly indicated she'd been caught.

"Was there anything else, Sheriff? I have another dozen calls to make this afternoon."

Emma's smile turned soft again as she nodded, "There is actually. I wanted to discuss our plans for tomorrow evening."

Regina felt her mask slip as the anxiety she felt about their impending date flashed through her eyes before she resumed her previously steady smile and said, "Yes, I imagine we should do that. Where shall I meet you?"

"At your house."

"Excuse me? You plan to have this evening take place at my home?"

Emma's smile was unbroken as she said, "No, Madame Mayor. I plan to pick you up at your home and then escort you to the actual venue for our date."

Regina automatically said "Appointment," but her mouth had suddenly gone dry and the word came out husky and not at all authoritative.

Emma's smile only widened as she leaned forward and placed her palms flat on the desk, "Oh, no, Madame Mayor. This time it's my turn. And make no mistake," She gazed directly into Regina's eyes, who gasped at the intensity she saw, "This. Is. A. Date."

Without waiting for a response, Emma turned and put a little extra sway in her hips as she walked away. She called over her shoulder without looking, "Be ready at 6:00."

Regina continued staring long after she had closed the door and walked out into the outer office. She realized that her jaw was hanging open and quickly closed her mouth. She could not understand when this had happened to her. She was the one who was always under control. How could the infuriating young woman have so completely unraveled her careful control and turned her into this confused mess?

That night she dreamt of Emma. It was not the first time the blonde had made an appearance in her dreams. In fact, the beginning of this dream was similar to one she had previously. Absent Henry's presence, she had been sitting at her dining room table eating dinner. Unexpectedly, someone knocked on the door. She rose and set her napkin aside, striding to the door, a disapproving frown ready for whoever was rude enough to interrupt her meal. When she opened it, the sheriff was staring at her intensely.

"Miss Swan, Henry's not here."

"I'm not here for Henry."

"Well what are you here for?"

"You."

Only this time the dream did not proceed to her execution, but to fevered kisses, Regina pressed against the wall in her foyer. Hands roamed bodies as both women gave in to the overwhelming attraction between them. Just as Emma's hand had reached the button of her trousers and met her eyes with green ones full of lust, Regina had awoken.

Immediately, she had jumped out of bed and ran for the shower. It was this dream that had her so frazzled she shampooed her hair twice. Stepping out now for the second time, hair nicely conditioned and soft, she went to her closet to find something to wear for the day. She had already decided on her outfit for the evening. She had thought about it quite a lot during the week. She wanted to dress to impress, as always, but she wanted to be careful of the message she sent. She wasn't even sure what message that was – aloof and disdainful about this foolishness? Regal and imposing? Flirty and seductive? The fact that the last had even crossed her mind had her repeatedly seeking to take a drink from her carafe in the study. It was just too absurd to think about…wasn't it?

Throwing on jogging pants and a tank top, she decided that for now, she would try to just make use of the day. She had been making significant progress on her mountain of paperwork with the hours she worked all week, but she had brought home more work to keep her busy and distracted.

It was a futile effort as the papers she had brought home were Emma's case notes, which she read over distractedly, noticing the unusual way that Emma wrote her 'Q's, tracing her finger over it each time it appeared. It seemed that everything she saw or did made her think of the blonde. She sighed and pushed the paperwork away, leaning her head against the desk. This was impossible. She was never going to make it through this date.

Her head snapped back up as she heard a knock on the door. She opened it to see Henry standing on the porch, smiling warmly at her.

"Hi Mom!"

"Henry, I…what are you doing here?"

"I thought maybe we could hang out this afternoon. Maybe I could have lunch with you?"

"Of course, come in." She was flooded with relief that Henry had come just at that moment. He was exactly what she needed. He was the one thing important enough to distract her completely from her anxiety. "What would you like for lunch, Henry?"

"Can we have grilled cheese and apple slices? Like when I was little?"

Her heart swelled, "Of course we can, sweetheart. And what would you like to do after lunch?"

"I thought maybe we could play Monopoly."

She smiled broadly and nodded. Monopoly was their tradition. They were both intensely competitive and they enjoyed the back and forth nature of the game. She set to work making them lunch as he happily chatted about his school assignments.

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At promptly 6:00, there was a knock on the door. Henry opened it and smiled broadly at his blonde mother. He could see the emerald green skirt of her dress beneath her buttoned black pea coat. Her hair was loose around her shoulders in bouncy curls. Her face showed smoky eyes and bright red lips. She looked beautiful.

"She'll be right down. She's just finishing getting ready."

Emma nodded and walked inside the door, worrying her hands.

"Don't fidget, Mom. She won't like that. Just be confident, you've got this."

"That's what I keep telling her, too, Henry," piped up Snow from the doorway, "Maybe we should get going, we've got things to do."

"Great! Let me just grab my coat."

He ran right past the coat rack and up the stairs to his mom's door. "Mom?" he whispered as he knocked. She opened the door.

"Whoa!"

She bit her lip as she looked at him. "Do I look ok?"

"You look perfect." He smiled at him with such sincerity and enthusiasm that she couldn't resist smiling back, reaching out to touch his chin briefly.

"I'm gonna go. Emma's downstairs. Good luck." With these last words, he threw his arms around her waist in a brief but tight hug that made her eyes fill. Before a tear had time to fall he tore back down the stairs calling over his shoulder "Bye Mom!"

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Emma had shuffled aimlessly around the foyer for a minute before remembering Henry's admonishment against fidgeting and forced herself to be still. She couldn't resist biting her lip though as she anxiously waited, hoping against hope that this evening would go off without a hitch. She couldn't bear if anything went wrong after all this careful planning and work from so many people. She thought through the entire plan two and a half times exactly before her breath caught as she heard the sound of Regina's heels clicking down the stairs. Her gaze snapped around to see black stilettos, a burgundy skintight dress, and finally a nervous smile upon ruby lips under curled chocolate tresses. Emma resumed breathing as she suddenly felt that regardless of where the evening landed, this moment was one she would never forget.

"Wow. You look beautiful."

"Thank you, Sheriff. You look very nice as well. So, shall we go?"

"One thing first," she held up a black satin sleep mask.

"You aren't serious?"

"Of course I am. This is meant to be a surprise. You know everything about this town. How could I surprise you without this?"

Regina sighed and turned her back to the sheriff, allowing her to place the mask in front of her eyes. Emma then took her hand, running her thumb briefly across the back, sending goose bumps up Regina's arm.

"Ok, you're going to have to trust me, but I promise I won't let you step in a puddle or anything."

"Shall we just get on with this, Miss Swan," Regina forced a tone of irritation in her voice, but she did not pull her hand away, instead tightening her grip. Emma smiled as she took Regina's other hand and walked backward, leading her out the door.

"Please make sure to lock the door."

"I'm all over it. Hold on here for a second."

Regina was satisfied, hearing the lock slip into place. She felt warm hands embrace her own again and lead her forward gently. She warned her of the steps and she gently helped get Regina into the car before taking her place in the driver's seat.

Regina was surprised when she heard jazz coming through the young woman's stereo. "I had no idea you enjoyed jazz, Miss Swan."

"Oh Regina," a rich voice to her left proclaimed, "There are many, many things you don't know about me."

Regina felt her pulse quicken but did not respond, instead resuming her mental mapping of their drive. She was surprised that it was taking this long to get there. She had been certain of their route for a while but now she seemed to have lost count of the various turns and she was unsure where they were. But with the length of time they'd been driving, she had to assume they were somewhere remote, possibly even outside Storybrooke.

All at once, her anxiety about this arrangement hit a violent crescendo. "Where in the world are we going, Miss Swan?"

The chuckle that she got in response set her teeth on edge. "You'll see, soon enough."

Just as she was about to demand that Miss Swan take her home regardless of any silly auction, the car rolled to a stop. She felt her stomach drop that they had arrived at their destination. Not knowing where she was or what would happen was making Regina supremely uncomfortable. She hated surprises. She hated anything outside of her carefully constructed routine. She had found comfort only in rote repetition of tasks for so long. Perhaps for too long.

Mixed in with her fear, however, was an unmistakable feeling of excitement. The most appealing thing about the sheriff was the fact that she challenged Regina, upset her routine. And clearly based on the way the blonde had been behaving, she was really putting effort into pleasing Regina. Not out of fear or a hazy sense of obligation, but out of a genuine desire to see her happy. Each time Regina allowed her thoughts to stray in this direction, she hastily shut down her train of thought. If she was wrong in how she interpreted the sheriff's action, she might embarrass herself. If she was right…

Emma opened the car door and took her hands, helping her up. Regina immediately tried to draw clues from the environment around them, but the night was still and quiet. Emma led her across a threshold into a building and up an elevator. She led her across a hardwood floor and onto a spiral staircase. When they reached the top, Emma led her to a chair, pulled it out, and pushed it in for Regina. She sighed heavily. This was the moment.

"Are you ready?"

Regina, not trusting her voice if she were to speak, nodded slightly.

Emma pulled the mask from her eyes, pushing a displaced curl back behind the mayor's ear as Regina opened her eyes and looked around. Regina gasped as she took in her surroundings. She was seated at a beautifully set table for two. The centerpiece was a trio of orchids, Regina's favorite flower. The table was set in elegant china and crystal, silver shining in the candlelight. It was tasteful and beautiful and completely Regina.

But what had truly taken her breath away was her glance around the rest of the room. Emma had made over the inside of the clock tower. The room was still rustic, comprised of exposed brick and beams. But strings of white Christmas lights gave the room a dim glow. It was rustic but sophisticated and achingly romantic. The boards had been removed from the windows, providing a panoramic view of the town, the lights in the houses below them a patchwork pattern of curtains lit from within. It would have been freezing, but there were space heaters set up around the walls blowing warm air toward them. Emma had thought of everything.

Emma knew Regina well enough to know that she would enjoy an elegant evening and she went through a lot of trouble to provide the perfect environment. Regina was overwhelmed that someone would take this much care to learn what she liked and to assemble it so masterfully. She found herself unable to speak as she stared around.

After several minutes, Emma moved from standing behind Regina to sit at the table across from her. She looked worriedly at the brunette. "Regina?" To her horror, she realized that Regina's eyes had filled with tears. "Oh god, um…Regina. I'm so sorry! I didn't mean to…upset you or anything."

Regina looked up at her finally, her eyes still full of tears but her lips spreading into a wide smile. "This is beautiful, Miss Swan."

"Emma."

Her smile widened as she nearly whispered, "Emma."

At that moment a throat cleared behind them and they turned to see Henry in the doorway dressed in his little suit holding a bowl in front of him.

"Come in, Henry."

He strode forward and placed the salad on the table in front of them. He kissed each of them on the cheek before turning and running back out.

"Henry helped with this?"

"Yeah, well, pretty much half the town did. I can't take credit for this all on my own."

She reached forward and began to dish salad on to both of their plates. Manicured fingers curled around her hand, still holding the salad tongs. She looked up at Regina, who smiled softly at her and said "Yes, you can."

Regina released her hand and stood, prompting Emma to frown and say, "Where are you going?"

Regina smirked at her as she replied, "To remove my coat. I didn't wear this dress to have it covered all night." Regina was immensely relieved that she had gone for an outfit that was fit for an environment this elegant as certainly her typical suits wouldn't do.

She slipped off her coat and Emma gulped as she got another look at the dress. Despite having seen it at the mansion, she found its effect had not lessened. It hugged Regina's curves in all the right places and left just the right amount to the imagination. She stared as Regina resumed her seat and took a bite of her salad.

"This is terrific, did you make it?"

"Regina, what happened?" Emma's inability to stop herself blurting out her thoughts reared its ugly head. She kicked herself mentally for ruining the moment they'd been building.

"Excuse me?"

"Well last Saturday you were sort-of cold and now you're being sort-of flirty."

"Is that a problem? I thought this was supposed to be a date."

"It is. I just want to make sure you…are you just acting this way because of the auction? Because I guess I kinda hoped you'd maybe want to be here."

"Well, I am here because of the auction…"

"Right, of course." Emma's face fell as she picked at her salad. Again, Regina's hand wrapped around it as she said "But I'm glad that I'm here."

Emma's face lit up and she turned her hand over, grasping Regina's in her own. She felt uncertain about Regina's changed attitude but she decided for tonight, she would simply enjoy it. Perhaps Regina was just closing out what she saw as her end of the bargain. Either way, there was a beautiful view, delicious food, and a stunning woman in front of her, and Emma was determined not to talk herself out of enjoying this evening.

Having barely touched their salads, they were surprised when a moment later Charming came in carrying two domed plates. He placed them on a side table and removed their salad plates and placed the domes in front of each woman, lifting the tops to reveal swordfish on a bed of rice with grilled vegetables. It smelled amazing and both women smiled at him as he cleared his throat nervously and excused himself.

"How did you get this food here? And how did you get your family to agree to serve it?"

Regina did not wish to diminish the pleasure she gained from watching the Charmings serve her, but she nevertheless wondered how in the world Emma got them to agree to this.

Emma merely smiled up at her and waggled her eyebrows saying "Magic."

Regina smiled and took a bite of her fish, which melted in her mouth. She moaned at the taste and sensation. Emma's mouth went dry observing her. She was mesmerized by the actions of the brunette, even simple ones like her dabbing at her mouth with a napkin. She forced herself to look away, afraid that she might drool in a minute, and decided to sample the very expensive dinner she would be working shifts at the diner to pay for. They enjoyed light conversation during dinner mostly about town gossip or Henry's school projects.

It was comfortable and easy now, as it had been when they shared dinner the previous week. All anxieties were set aside as they laughed together about the antics of the dwarves and shared stories of difficulties getting Henry to eat vegetables. Emma was over the moon, flush with her success. Her shit-eating grin was back as they finished their fish and a bright chardonnay. When Snow entered and smiled broadly at them before placing dessert in front of them, removing their dinner plates, they smiled shyly at one another. Snow placed a hand on her daughter's cheek before leaving them alone again.

Dessert was a gorgeous slice of chocolate cake with two forks. They picked up their forks, silently looking into one another's eyes as they sampled the rich devil's food. They did not break eye contact until Regina leaned forward with a piece of cake on her fork extended toward Emma's mouth. Emma eyed the cake for a moment, her eyes widening as she realized the implication and leaned forward to take the bite offered, her eyes meeting Regina's again. She had difficulty swallowing the treat as Regina's eyes darkened.

As they finished the dessert, soft music began playing from below. Apparently the dwarves were serenading them from beneath the tower, three of them strumming guitars. Emma rose from her seat and extended her hand to Regina. When Regina took her hand, she pulled her to her feet and put her hands on the brunette's waist. Regina snaked her arms around Emma's neck and pulled her close. They swayed together in the clock tower, lost in the moment and completely unaware of the Charmings and Henry below, looking up at the slowly moving silhouettes above, smiles on their faces for a job well done.

A/N: So was it worth the wait? ;)