Warning: Contains scenes that may be upsetting to some readers.

Emma and David were just returning to Regina's room to collect Henry. They had been further discussing Henry's condition with the doctor but now it was time for the eleven year old to return to his own room so his mother could get some rest.

"Do you really think it's ok for Henry to be going to sleep so soon after waking up?" Emma asked David as they walked down the hallway. I know the doctor says it's alright, but I can't help but worry that he'll go back into his coma."

"I'm sure Doctor Banks knows better than we do. If he says its safe then Henry should be ok." David replied. He reached the door first and held it open for her. "Besides, Henry might not even be tired so– Emma! What are you–?"

Emma had stopped dead in her tracks just inside the doorway and an unsuspecting David had almost run into her. David's sentence remained unfinished as he saw what had taken her by surprise.

His stepfather was standing beside Regina's hospital bed with a gun trained on her. Henry was unwillingly standing on Spencer's other side as the man had him in a death grip.

"Regina." David had a sickening feeling in the pit of his stomach as he saw his family in danger. "What's going on?"

Regina and Henry seemed surprisingly calm, although Henry was looking a little panicky.

"No," Emma muttered as she felt for her gun and realised it was missing. "Shit! Is that my gun?"

"You really should be more careful Sheriff." Spencer sneered at her title. "You fell asleep with it visible to anyone who entered that room." Emma scowled as he shifted his attention away from her. "Hello David, it has been a while hasn't it? I've just had the pleasure of meeting your wife and step-son. You seem to be following in my footsteps." He turned the gun away from Regina and pointed it at Henry instead.

"Don't!" Emma warned, stepping forward as Regina protested also. Spencer paid no attention to either of the women and spoke to Henry.

"I'd watch out if I were you, David may want to get you out of the picture any day now. He'll see you as a threat to his perfect new family."

Henry looked confused. As Emma asked what Spencer was talking about Regina tried to signal to Henry, shaking her head to tell him it wasn't true.

"I would never do to Henry what you did to me." David said angrily, "I wouldn't punish a kid for something that is completely out of his control, just because I needed someone to blame. Besides, your situation was completely different to mine."

"Ah yes, I understand you also have a daughter now; not even a year old, how sweet. How is little Kaelyn? I'm glad she survived today's events." He said with a hint of sarcasm. The only response Spencer received was a narrowed stare, so he turned instead to Regina who had a glimmer of hate in her eyes. A deep, dark look that had rarely been seen since she'd started seeing David.

Her expression remained stony but her voice quivered as she spoke. "If you caused any of what happened today I will kill you." Her eyes began to glisten as the rage grew even stronger.

Spencer laughed. Grabbing her hair, he wrenched her head back as he shoved the tip of the weapon against her neck.

"Mom!"

"Leave her alone!" David and Emma had both rushed forward to stop him, but he aimed at them instead, forcing them to halt.

Regina swallowed uncomfortably but kept up her mask of indifference.

"You are in no position to make threats my dear." The older man continued. "First of all, there is the little problem of your being crippled at the moment, and second, I'm the only one with one of these." He held the gun up momentarily before aiming at Emma and David again.

"Have no doubt," Spencer whispered in Regina's ear. "I will use it on every single one of you before this night is over." As Spencer was distracted, the other two tried to intervene but he was quick to react. He fired the gun in their direction, barely missing David. Emma grabbed for Henry and pushed him behind her.

"Ok, everyone stop," she raised her hands. "What the hell is going on? What happened when you were a kid David? And why are you", she jabbed a finger at Spencer, "taking it out on Henry and Regina? What did they ever do to you?"

Spencer slowly released the brunette who was now shivering involuntarily. She hadn't reacted to his words, but her icy gaze remained fixed on him as he addressed Emma.

"It was so long ago," Spencer began, "but it still hurts as if it were yesterday. I fell in love with David's mother Ruth." He glared at his stepson. " She and I were going to have a family together. However, after we were married Ruth decided she wanted to wait a few years until David was older before having children of our own. The only thing I ever really wanted was sons of my own... but unfortunately a few years after our wedding Ruth became very ill, and she passed away within a few months. I could have had children of my own, but you got in the way."

"Are you serious?" Emma said incredulously. "I'm sorry... it really, really sucks that you lost your wife and that you never got the chance to have kids but... that's not David's fault at all! It was his mother's decision not to have more kids. And there is nothing either of you could have done to prevent her death."

"After she was gone I was trapped. Forced to raise a son that was not mine. Every day I saw him I was reminded that he was the reason I was never going to have a proper family. I should have sent him to boarding school as soon as the wedding was over. I sent him away afterwards of course but it was too late, the damage had already been done."

"But he wasn't the reason. And haven't you punished him enough already?" She looked to David. "I'm guessing you hated boarding school by the way you responded earlier."

"He sent me to the worst, most violent school he could find." David replied as he tried to move towards Regina who wasn't looking very well.

"Violent as in...?" Emma started.

David stopped as Spencer blocked his path. Although he was speaking to Emma, he concernedly watched his wife. "The students mostly, there were fights pretty much every day and they all loved to pick on me because I was always either seen as 'the new kid' or 'the orphan'. The teachers hated all of us and they were just as bad as the students in my opinion. They never even tried to stop the bullying and they never cared about any of us."

Unnoticed, Henry slowly slipped from behind Emma and moved to sit beside Regina.

"Are you ok?" He whispered, his hand clutching at her arm. She nodded shakily, but Henry wasn't convinced. "What's wrong?"

"It's nothing, I'm fine." Regina whispered heavily, closing her eyes.

"Well wasn't David punished enough back then?" Emma continued. "He was in that awful school? That's a rough situation for a kid, especially one who just lost his mother." Emma was starting to understand that this man was unstable and there was nothing to be done but try to talk him down.

"Absolutely not," Spencer growled. "I was doomed to live the rest of my life alone because of him! I am still suffering and so should he! I want him to feel my pain."

"That's why you want to kill me and Henry..." Regina said quietly. "David took away your chance at a family, and now you want to do the same to him."

"Perceptive." Spencer said slyly. "I lost my wife, and so should he. I was never able to have children, and he shouldn't have been given that chance either. I truly am sorry Mrs. Mills." Although he didn't sound apologetic in the least. "I have nothing against you or your children, but your deaths are necessary towards my stepson's suffering."

"Nolan." Regina said, masking her feeling of dread with a hint of pride. "My name is Mrs. Nolan."

"Of course it is." Was all Spencer said.

"I don't understand." Henry said.

"Understand what sweetheart?" Regina whispered. Henry was pretending to be unfazed by the threats but Regina knew better. He had moved even closer to her, so much that there was no longer any space between them. He was grasping her arm so tightly that it was throbbing, but that was nothing compared to the pain she was feeling in her legs.

"Where is everyone?" Henry asked. "The nurses, doctors, other patients... Why has no one come?"

Regina pulled Henry into a deep hug. She tried to hide the tears that were threatening to fall by pressing her lips to the top of his head.

Spencer grinned, "I was wondering when one of you would notice. I have an arrangement with your doctor. He knows that if I don't succeed, his entire family will be killed by my colleagues. Or so he was led to believe. As it happens, all of the nurses have been dismissed for the night. We are alone and the other patients won't bother us. They've all been taken care of."

Regina drew in a breath. "You don't mean they are all dead?"

Spencer smiled at her. "No. They were simply put into a drug induced sleep for a few hours. Don't worry my dear they'll be fine."

"You are seriously sick." Said Emma. "And I'm not gonna let you get away with this."

"Oh won't you? You'll be dead too Sheriff. After I kill all of you," he waved the gun at Emma, Regina, and Henry, "I plan on taking my own life. David, you will not be joining us."

"I'll never let you do this to them." David warned. "I'll kill you myself."

"What's going to happen to our baby?" Regina asked in a faint voice. She was extremely pale and there were tears streaming down her face. She seemed to be fighting to stay focused.

"Regina!" David tried again to get closer to her, and this time Spencer seemed not to care. David sat down next her, with Henry still on her other side. She leaned heavily against her husband, not because she couldn't support herself, but because she simply wanted his comfort. He wrapped his arms around her, blinking back tears of his own.

David looked up at his stepfather, his eyes full of anguish. "What did you do to her?"

"Me? I didn't do anything. Her IV is empty. I'm surprised it took you so long to notice that your wife is in pain."

"Sweetheart, why didn't you say anything?" David pushed a few strands of hair away from her face.

"Because it wouldn't have made any difference." She answered, her breath warm against his skin. He brought his hand up to the back of her head and she closed her eyes, holding Henry closer with the one arm she still had wrapped around him.

"I'm so sorry Regina. This is all my fault."

Regina shook her head, "Don't say that, none of this is your fault." She felt Henry wrap his arms tightly around her and she looked down at him, the ghost of a smile tracing her lips.

Spencer watched the family without an inkling of guilt. He despised the man in front of him and would not be content until every last member of this little family was dead. This now seemed to include the Sheriff but that was a necessary addition. What difference would one more person make? He would be dead anyways, he wouldn't go down for any of the murders. Instead, after all this time he would finally be with his darling Ruth.

"To answer your question Mrs. Mills, you will be reunited with your daughter soon. I'll see to that. Now, who wants to go first?" He raised the gun and Regina watched it with tired eyes. It didn't seem real. None of it did. "How about you Sheriff?" He turned quickly and pulled the trigger, Emma had been trying to sneak up behind him in order to snatch the gun away. Unfortunately Spencer had been well aware of her plan, and the bullet ripped through her chest. She cried out in pain.

"No! Emma!" Henry shouted.

The blonde fell hard to the floor, stirring only for a few moments until she stopped breathing.

Spencer turned to face the other three, however they weren't all huddled together anymore. David had lunged forwards, trying to fight the gun away from his step-father in order to protect his family. He, like Emma, was just too slow. The gun fired again and the bullet went through David's head, killing him instantly. Regina and Henry both screamed as David fell in front of them. Henry clung to Regina and hid his face from view as Regina wept at the sight of her husband, motionless, and bleeding profusely. Regina held her little boy close for what she knew would be the very last time.

"Please." Her voice shook as she begged. "Please don't hurt him. He's only eleven years old."

Spencer stared mercilessly at the distressed, heartbroken woman in front of him.

She closed her eyes, wishing that Henry's death would at least be quick. The pistol fired for a third time and the bullet penetrated both mother and son. Henry became still, and Regina cradled him as she struggled to breathe. After a few painful moments, everything went dark.

xXxXxXxXx

"Regina! Honey, wake up." They were in the bedroom of their pristine white mansion. David was trying to pull Regina out of a nightmare, one that had her writhing and moaning desperately. The bed sheets were twisting all around her as she struggled in her sleep.

"Regina!" He called again. "It's okay, you're safe, you're just having a nightmare."

Regina gasped as she woke up. Still slightly delirious from being pulled abruptly from the dream she tried to fight off David.

"No, no!" She whimpered, tears beginning to fall down her face.

"Regina shhh... it's only me." He soothed, trying to grab her wrists so she wouldn't accidentally hurt him or herself. "You were dreaming."

She calmed when she heard his voice. Regina's vision came into focus and the image of her concerned husband swam into view. "David?" She sobbed, blinking in bemusement, the fear and sorrow in her eyes slowly ebbed away and was replaced with a pained confusion.

David smiled, sighing with relief. "You had me so worried." He let go of her wrists and sat down in front of her, wiping a few tears from her face. "What happened?"

Regina breaths came raggedly, she didn't respond. Carefully sitting up, she looked around the room with a curious expression on her face. She felt for her legs, frowning in thought as she rubbed them gently.

David watched her with worry."Are you ok? Are your legs sore?"

She shook her head and swallowed, looking up at him with eyes full of sorrow.

"Then what is it?" He asked softly, stroking her cheek with the back of his hand. "What were you dreaming about?"

She opened her mouth to respond, but her voice caught in her throat and instead she broke down crying.

"Awww, it's ok, you're alright." David murmured consolingly as he held her close. "Whatever it was, it's over now."

She buried her face in his chest, something she'd believed she would never be able to do again.

"It was... I can't..." She shook her head and more tears formed in her eyes.

"You don't have to talk about it now. Maybe it's best if you try to forget about it."

Regina nodded in agreement. Her head was pounding and she felt extremely warm.

David also noticed her flushed skin, and felt her forehead. "I think you have a fever. That might be what caused your nightmare. How about I go get you something for it? And some water. I'll be right back okay?"

Regina nodded. "Okay," she breathed.

As her husband stood up, images of the dream flashed into her memory. David: lying in front of her, eyes open, unseeing, and with blood pouring out of a nasty wound on his head. Henry: taking his last breath in her arms. Spencer. Leaving the room to finish the job as Regina's life slipped away, and finally Emma: lying motionless on the floor behind him.

Regina was overwhelmed with nausea and was sick over the side of the bed. She closed her eyes and raised a shaking hand to her mouth. David was saying something but his words fell deaf to her ears. She scanned the room again and noticed an old photo album lying on a chaise by the window. And then she remembered; the night before, David had been talking about his unhappy childhood after his mother had died. His words must have gotten into her subconscious and in her ill state formed a terrible nightmare. She took in a deep breath. None of it had been real. There was no fire. Henry, Kaelyn, and David were alive. So was Emma. Spencer had never come for revenge.

"Regina, did you hear me?" David's voice broke into her thoughts.

She shook her head slightly. "I'm sorry, what did you say?"

"I want you to rest. I'll get you some medicine and then clean this up. Just take it easy for now."

Regina blinked heavily in response and slid back down into bed. David helped her readjust the blankets so they were back to normal and then kissed her forehead. "I'll be right back,"

As he reached the door he heard her quiet voice, "David?"

"Yeah?"

"Can you tell Henry I'd like to see him?"

David frowned at the pain in her eyes. What had she been dreaming about? "Of course I will. He's just having breakfast now. I'll ask him to come up when he's finished."

"Thank you," Regina whispered. She smiled, leaning back into the pillows, finally able to relax.

"And David?"

"Yes sweetheart?"

"I love you."

"I love you too."