A/N: So this story now has officially passed 400 followers, which is completely overwhelming. I love you all, thanks for reading! Thanks to Hunnyfresh as always for her held and guidance. I hope you'll enjoy and let me know what you think! Your reviews make me happy.

Emma was a terrible waitress. She had mixed up people's orders, broken seven plates and five mugs – which Granny assured her she'd be working an additional shift for – and her crowning moment when she dropped Leroy's bun off the top of his burger and tried to surreptitiously pick it up off the floor and replace on his plate. Granny had seen and had flicked Emma with her rolled up dish towel saying, "You tryin to kill someone, Sheriff?"

Emma sighed as she dumped the plate in the garbage can and picked up the coffee pot to go refill table four. She had not waited tables since she was seventeen and now she remembered why. Her feet and back ached from working all day as Sheriff before taking the closing shift at Granny's. Every time she started to groan about it, however, she would remember why she had agreed to do this and a soft smile had come to her lips along with the thought It was totally worth it.

She tried to repeat this to herself a moment later after she nearly tripped over Pongo, who was on the floor next to Archie, and spilled the hot coffee down her front. She hissed as the coffee scalded her and quickly set down the coffee pot on the nearest table before she could drop it. She reached for the metal napkin dispenser and tried to blot the coffee off her top. Just as she started desperately scrubbing at it, the bell chimed signaling the entrance of a new patron to the diner.

Her superpower told her that she was shortly to become even more humiliated than she already was. She turned slowly, cringing in preparation and came face to face with a smugly smirking mayor.

Shit.

She colored brightly but she stated in a highly controlled voice, "Madame Mayor."

"Sheriff Swan."

"Can I…uh…get you anything?"

"Well, I had planned on coffee, but –" she allowed the word to trail away as her eyes swept over Emma's body. Covered in coffee though she was, Emma felt herself flushing for a reason other than embarrassment as a hunger flitted through the mayor's eyes when they met her own again. "Tea perhaps."

"Of course." Emma walked away to make Regina's tea. She was mortified that this was how she'd seen Regina next. Truthfully, although their date had been just two nights ago, she had found herself thinking constantly about ways to run into the mayor accidentally. None of those had anything to do with her dripping in coffee.

She served Regina her tea and left to go clear the tables of the patrons who'd walked out. The diner was beginning to empty now to allow them to close. Emma continued cleaning the dining room but staring at Regina as she sipped her tea. She found herself grinning goofily again as she took in small details she liked the most about the mayor. The way she tried to drink it plain but pulled a face at the taste and looked around as though afraid someone would see her adding sugar to her tea. Emma's grin widened as Regina pursed her lips to blow on the hot liquid just as Emma passed to clean the coffee pot. She turned her back, thinking of the way those lips felt pressed against hers.

"So do you have to stay much longer?"

"Um…no, just a few more minutes to turn in my bank and lock the place up."

Regina merely nodded and sipped her tea.

"Why do you ask?"

Regina shrugged and said, "Thought I could take you home. Henry said your car broke down."

Emma gaped for a moment and then said, "Thanks, yeah. That would be great. I'll just be a minute." She disappeared into the back before jumping up excitedly and then taking calming breaths, her face split in an ear-to-ear smile. Regina had asked her for a second date. She had kissed her. And now, as if knowing that the sheriff had been wishing for it, she showed up a full four days before their next date. She fluffed her hair and pulled on her top before dropping her bank and swaggering out to see about a girl.

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Regina's heart was racing as she waited for Emma to return. She sipped her tea, suddenly wishing she'd thought to order something stronger. She felt her hands shaking at the thought of what she was about to do.

When she had walked into the diner tonight and seen Emma with coffee spilled down her front, she had found herself amused by the sight of her sheepish Lucille Ball "Did I do that?" face. Even at her most graceless moments, the woman was intriguing and very pretty. She had lost the nerve to say what she meant to or to offer a ride. She had barely been able to order her tea without fidgeting, a habit she loathed as it communicated weakness. She forced herself to sit still and calmly sip her tea as the blonde moved around her cleaning the café.

After accepting Regina's offer of a ride home, Emma had disappeared into the back and Regina was stuck sitting anxiously. Unconsciously her foot began to tap on the floor as she continued to ponder the best way to let the sheriff down without hurting her. She sighed, acknowledging that she would not be able to completely avoid hurting Emma. She hated that she had allowed things to get to this point. She had allowed her feelings to get away from her careful control briefly and the result had been that she must now hurt the only person besides her son showing her kindness.

Especially because the best way to end this without revealing things about herself that she was unprepared to share was to convince the sheriff that she felt nothing for her. She hated being forced to acknowledge that it was a lie – she could no longer deny her feelings for the blonde.

But this was all the more reason she must put a stop to things now before it got more painful for both of them when inevitably things ended. This might hurt Emma in the short term, but in the long term it was saving her from a far greater pain. Confidence restored in the soundness of her plan, she nodded briskly to herself and drank the dregs of her tea, wincing at the taste. She heard footsteps behind her and turned with a stiff smile on her lips.

Her smile faltered briefly as she noticed the broad warm smile on the younger woman's face as she approached. She stopped moving only when she was in arm's length from Regina. Leaning in she brushed her palm down Regina's arm and kissed her cheek, lingering slightly longer than was friendly. Regina closed her eyes smelling Emma's shampoo above the much less enticing aroma of soaked-in coffee. She breathed deeply, careful to open her eyes before Emma leaned back and smiled at her.

"I'm ready."

Regina nodded and walked out ahead of the blonde who locked the door behind them. They climbed into Regina's Mercedes and she drove them to Emma's apartment building. Emma reached over and rested her palm over Regina's hand on the gear shift as she drove and Regina felt goose bumps race up her arm at her touch. This was going to be considerably more difficult than she'd realized.

She pulled into a parking spot before the building and turned off the car. Emma took this as a positive sign and leaned over to kiss Regina's cheek again, just to the side of her ear. She kissed a trail across her cheek to her lips and placed a tender kiss there. Emma put her hand to Regina's cheek and was surprised to find tears there. She pulled away, concerned.

"Regina, what is it?"

Regina mustered her courage, taking a deep breath and arranging herself in her seat to face Emma, subtly moving away from her. Emma's frown deepened as she took in the change of posture.

"Come on. Tell me what's up."

"I'm afraid I have to cancel our appointment for Friday."

"You mean our date. You said date."

"Miss Swan, I've given it some thought and I believe this is highly inappropriate."

"Inappropriate?"

"Yes, it is a violation of proper ethics for the mayor to date a civil servant who reports directly to her."

Emma reeled back as if she'd been slapped, "A civil servant? Ethics? But…Regina…this is ridiculous."

"I couldn't agree more, Miss Swan. It is absolutely ridiculous. I believe I have fulfilled my obligation. There is no need for any further interaction between us outside the workplace."

Emma sat in stunned silence for a moment. Well, Regina hoped it was stunned. She may also be livid and holding back from exploding.

"This is bullshit, Regina," Emma's tone was dangerously low. "Two days ago you kissed me. You asked me for a second date. Whatever game you're playing, I don't understand the rules."

Regina gave a mirthless chuckle, feeling that she was going to fall apart soon and she needed to depart the blonde's company before it happened. "Somehow your failure to grasp the situation does not surprise me, Miss Swan. It's fairly simple. This idea you have that you and I have a relationship beyond what our work and our mutual care for our son constitutes are nothing more than misplaced puppy love."

Emma stared at her for a moment, eyes wide. Her lip began to quiver and tears flooded her eyes. When she seemed to comprehend that she was breaking down in front of Regina she abruptly slid out and left the car, slamming the door and running up the stairs to her apartment.

Regina heaved a shuddering breath and laid her forehead on her fingers, draped around the steering wheel. She felt her own eyes fill as she gave a low groan. She had known it would be terrible to hurt Emma but despite having realized her own budding emotions, she was amazed to realize how deeply the thought of having a merely professional relationship with the woman hurt her as well.

She leaned her head back against the headrest, marshaling her feelings until she was able to reverse out of her parking space and make the short drive home. She went into her empty house and felt more lonely than she'd ever felt before. She had now managed to push away the only two people who had shown her any kindness, any care since Daniel. With the memory of her lost love, she found that she no longer flooded with anger, only despair. Perhaps this was the price of her choices. She had killed people. She had lied to Henry, the person whose trust she coveted the most. Now she had hurt Emma, a girl who had only ever been hurt and abandoned by those she cared about.

She had planned to go to bed but she felt so shaken she detoured to the study where she poured herself a generous glass of scotch. She savored the feeling of it burning through body, spreading warmth that would evolve into numbness. She sat on her couch and drank scotch and replayed the scene in the car; over and over she saw Emma's stormy eyes fill with tears before she ran from the car. She drank more than she should have and she had difficulty making her way upstairs to go to bed. She clutched onto the railing to assist her as she scaled the staircase and stumbled toward her room. What made this pain worse was that for a brief moment in the clock tower, she had been happy.

What right did she have to be happy after destroying so much happiness for others? She kicked off her boots and threw herself into bed in her clothes, not caring that they would wrinkle. She had planned to merely rest her eyes for a moment, but she fell into a heavy sleep.

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A drum circle decided to practice in her room. Her temples throbbed in rhythm. She pulled a pillow over her head with a groan and wished they would all go away. She had no reason to get up so she planned to stay right where she was. She sighed with pleasure as the drumming stopped and she pulled the blanket up over the pillow covering her face. She fell back soundly to sleep, her ears covered and unable to hear the sound of angry small footprints storming up the stairs into her bedroom.

She looked up only when the blanket and pillow were pulled away from her head allowing the sunlight to pierce her eyes blindingly. She looked ready to destroy whoever had woken her as she lifted her hand and then lowered it back down groaning, "Henry. What are you doing here?" She allowed her eyes to drift back closed, shutting out the hateful light.

"How could you?!"

Regina's eyes tightened briefly and her mouth fell open as she recalled the events of the prior evening, cottoning on to why Henry was so upset.

"Henry, I…"

"No! After all that's happened I thought you had really changed. But you're still her. You're still the Evil Queen and you just wanted to destroy her after all."

"Henry, that's not true. I did not wish to destroy Emma."

"Well you did! She's been up all night crying. She wouldn't talk to me at all. She just went into her room and cried. What did you do?!"

Regina sighed. Her son's reaction only served to convince her that she had been right to step back from this. While he was upset now she could only imagine that if this happened down the road, he would be all the more upset. She would never be able to simply date Emma, because they shared too much, but she was not prepared to have a relationship with anyone. Not when it meant that Henry's feelings could be hurt like they were now.

"Henry, sweetheart. I'm sorry that you're upset. And I'm sorry that Emma's upset. But I think that it was best that this happened now."

"You don't care about her at all do you?"

She sighed in exasperation, "It's not that simple, Henry. That is not the only matter that I have to consider. Whether I like her or not, it is best that our relationship stay professional."

Henry sat down next to her. He looked heartbroken. "But she said you asked her out for a second date. And you kissed her."

Hating that Emma had discussed their kiss with her son, Regina bit out, "She told you that?"

"Well, not exactly. But she looked so happy when she came home after your date and when Snow asked if you guys kissed she sorta blushed."

Regina cast her eyes downward for a moment, recalling the kiss and feeling an acute sense of loss that it would never occur again. The movement was minute, the expression fleeting, but Henry saw it and put his hand over hers.

"Mom," she looked at him, "Are you ok?"

She catalogued briefly before answering, unsure how to answer honestly. She had a massive hangover that was making her head throb. She was disappointed and guilt-ridden that her actions had upset her son. She was grieving for a relationship that had never existed and filled with remorse for the pain she had caused Emma. All in all she was not so great.

She shook her head.

He crawled up the bed to sit next to her, their backs against the headrest. She wrapped an arm around his shoulders and he leaned his head against her like he had when he was young and she would comfort him during a thunderstorm. They sat silently for a few minutes, Regina running slender fingers through messy brown hair.

"Mom?"

"Hmmm?"

"It's ok if you like Emma, you know."

She closed her eyes a moment before replying, "Henry. You want me to be honest with you, right?"

He looked up at her solemnly, "That's what I've always wanted from you, Mom."

She nodded briefly and touched his check before drawing a shaky breath and saying, "Well, I'm trying to be better, to earn your trust. So…I do. I do like Emma."

He shook his head. "I don't know if I should believe you. If you liked her you wouldn't have hurt her like that."

She sighed, "Henry, you don't understand. You don't know the whole story. I…loved someone once. A long time ago. I was going to marry him."

"The Stable Boy. I know. And he ran away."

She winced, recalling that the story her son read was the story she had originally told Snow as a girl. "Not exactly. That's just the story that got passed along."

"Will you tell me the real story?"

She nodded, "Daniel. His name was Daniel. And he…died."

"Was he sick?"

"No Henry," tears began to silently trickle down her face. "He was murdered. He…we were going to run away together to get married. I did not love the king. My mother – found out that we were leaving."

She wasn't sure why she chose to leave out Snow's involvement. For so long it had seemed to be the most important part of the story, the part that kept her fixated on hatred and revenge. Now it seemed cruel to her to hurt Henry further by disparaging one of the few people he truly cared for.

He shivered at the memory of the chaos Cora had created in Storybrooke when she came. At the time he had been so focused on the imminent danger he had never considered what it would be like to have her as a mother. He whispered, "What happened?"

"She killed him. I lost him, Henry. And I lost myself when it happened. I became so angry and so full of vengeance that I….changed."

"You became the Evil Queen."

She cringed at hearing her son's words but nodded.

"But Mom, that's not how you are anymore."

"I'm trying Henry."

"No, I mean you're more than trying. You defeated her even though it hurt you to do it because it was the right thing to do."

"I want to be better, Henry. For you."

"And you are. You don't seem mad all the time anymore."

"That's the problem, Henry. I already know what I am capable of doing when I am hurt or angry. If something happened and it didn't work out with Emma, I could hurt you or disappoint you. I don't ever want to do that."

"I understand."

"You do?" She glanced at him tearfully. He had always been far more mature than her age, but she felt so confused it was incredible that he seemed to be taking everything in stride.

"Sure. You told me that you don't know how to love very well, but that's not true. You know how to love, you're just scared to. But Mom, Emma says love is strength."

Regina was floored. She had not realized until that moment that her mother had been wrong all along. Every choice Regina had made for power she had done expediently, detached, and cowardly. Power was her weakness. It bent her to its will removing her own. The only strength she had ever shown was when she had resisted power for the sake of love. The love of a Stable Boy. The love of her child. Perhaps it was worth the risk to experience that type of strength again.

She sighed, "Well it doesn't matter anyway. I've already ruined things with Emma. I said awful things to her. There's no way that she'd forgive me."

"Uh, Mom. That's kinda what she does. She sees the good in people."

"What if there's not enough good?" Regina whispered.

"All the more reason to let some more good in our family."

Regina pulled him close to her, tears freely flowing into her hair to hear him describe them as a family once more. He was her world and his distance from her had nearly allowed her to lose herself again. In considering this she felt the fear climbing back up toward her heart but she firmly pushed it down.

"Do you know what we need, Mom?"

"Hmmm?"

"We need a plan."

"A plan for what?"

"For how you're going to show Emma that you're sorry and get her to give you another chance."

Regina sighed. She felt extremely uncertain about whether that was even possible. And it was not her general practice to grovel. Still, perhaps desperate times called for desperate measures.

"Well, I know one thing for a start."

"What?"

"This will have to be a truly impressive date. But I don't know how I could possibly improve upon what Emma planned. The clock tower was really special."

"I know exactly what to do!"

She chuckled, feeling her heart lighter than it had in days. She hugged him to her again and kissed the crown of his head saying, "Thank you, Henry."

"For what?"

"Loving you is what made me change for the better. You made me feel like I could be happy. Thank you for never letting me forget that you were the best decision I ever made."