Rating Change Alert: some canoodling up ahead ;)

"It took two stories, a glass of water, and a proper goodnight to each and every stuffed toy in her room. But I think it's safe to say, she's asleep" Jefferson smiles, later that night, gently shutting the door to Grace's room behind him.

"She's really something" Zelena smiles back, lacing her fingers together. I had fun with her today. I did."

"Is something wrong, Zelena?" Jefferson eyed her for a moment. "You were pretty quiet during supper."

Zelena sighs quietly. "I think it's time for me to go, Jefferson. I've been strong enough for some time now, and I really don't belong here- you and Grace, you should go back to your lives."

Jefferson sits down next to her. "I'm disappointed to hear that." He says softly. "I've kind of grown used to you being here. I knew this day was coming, but I have to say, I wish you would reconsider."

Zelena stands up nervously. "No, I really need to go. I can't stay here anymore," she says pacing the room.

"What's the matter? Why are you running away?" Jefferson shakes his head.

"You wouldn't understand, believe me. You wouldn't."

"Zelena." Jefferson grabs her elbow to stop her from pacing.

She begins to tremble in that moment. It hadn't occurred to her until just then that it wasn't just Grace she had been growing attached to in the past two months. And now, she was about to lose it all. As soon as she confessed to him her whole truth, it would all be over.

She brushes his hand off of her. "You've been impossibly kind. Too kind, the pair of you. But I can't do this. I can't stay here."

"Tell me why not" Jefferson said, never taking his eye off of her.

Zelena runs her hands through her hair, trying to figure out how to explain to him who she was, and who she's trying to be. No matter which way she sliced it, the truth was ugly.

"I- I'm dangerous" She finally says.

"You? Dangerous? I've seen you with my daughter. I'd hardly consider you dangerous" Jefferson laughed.

"I have… a dangerous past," she continues. "I've done terrible things, Jefferson. You and Grace, you don't need that."

Jefferson studies her in that moment. "Tell me." He says. "Just tell me."

Zelena hesitates. "You can't be serious"

"I am. Just… tell me. Let me decide for myself."

Zelena lets out a slow breath. "I can't believe I'm doing this."

She sits down next to him, and begins to slowly retell her story. Waiting, nervously for him to stop her mid sentence, and insist that she get out immediately. Instead, he surprises her, by quietly listening.

By the time she's reached the portion of her story that involves the very recent past, Jefferson has hardly said a word. She pauses, and her brow furrows as she studies him.

"Why are you not throwing me out?" She finally blurts out after a pregnant pause.

Jefferson sighs. "Zelena. I have a confession of my own to make."

"Oh God, what?" Zelena feels sick with dread.

"I didn't want to scare you off—" He begins hesitantly.

Suddenly Zelena's eyes go wide.

"Jefferson, do you know who I am? Who my family is?"

He is unable to meet her gaze in that moment. Afraid that she'll explode with anger if he confirms that, since the day she arrived, she's been crying out in her sleep, about Regina, and Cora. He had long figured out who she was.

" I do, I've crossed paths with both Cora and Regina. Regrettably-"

"You knew my mother, and you know my sister?"

"Yes. And I have to say, out of the three of you, I definitely like you the best."

Zelena can hardly believe what he's saying in that moment. "How did you know them? Who are you?"

Jefferson hesitates. "They call me the hatter."

Zelena's eyes go wide. "As in, from Wonderland?"

"Guilty as charged" He admits. There's a reason why Grace and I keep to ourselves. We've been through so much. Please don't be angry that I didn't tell you. I just— I didn't want you to run. To hurt yourself, and selfishly, I didn't want you to leave. I was going to tell you, I swear."

Zelena is understandably baffled, but there is a distinct absence of any trace of anger whatsoever. The fact that he's the famed Hatter could mean less to her in that moment.

"How did you figure out who I was?"

"You talk in your sleep. No ones ever told you?"

She feels her cheeks flush with hot embarrassment. "So you mean to tell me, you've known who I am, since you found me?"

"In a matter of speaking, yes."

It occurs to her in that moment that he had possessed this valuable information for over two months, and never once acted suspicious, defensive or uneasy around her. He had left her with his precious little girl, shared his table, and his home, despite all of her transgressions.

"Why didn't you throw me out?" She asks quietly.

Jefferson shrugs. "I'm not afraid of you, Zelena. You've given me no reason to want to throw you out. You've shown Grace such love and tenderness, I'm just… I guess I don't really care about who you were before I found you in the woods. I care about who you are now.

He reaches for her hand. "I want you to stay."

"But-"

"I want you to stay- if you want to. I won't make you stay, but I certainly do not want you to go."

Zelena is speechless. He smiles, and moves closer to her. She closes her eyes as he moves in for a tender kiss, tilting her chin and running his fingers through her curly mane. She pulls him even closer by the lapels in that moment.

She moves her body, and moves so that she is now on his lap, allowing his hands to roam, as their mouths continue to crash together. She can feel his growing erection, hard against her inner thigh in that moment. Zelena can feel warmth and pleasure rippling through her body. She had longed for this sort of passion, but until this moment, had denied herself even considering such a preposterous notion. Who would actually be crazy enough to want to be with someone like her?

She draws back after a moment to catch her breath and gazes into his eyes.

"I don't understand you," She breathes, taking his face in her hands. "Not one ounce of me deserves this-"

"Shhh" he presses a finger to her lips. "Enough of that."

Suddenly the two of them are startled by a loud bump coming from Grace's room. Zelena scurries off his lap, trying desperately to close her blouse.

Jefferson silences her with another finger to the lips as he can see she's trying not to laugh at the absurdity. As he adjusts himself, and stands up, he continues to hold his finger to her mouth.

Zelena fights valiantly to control herself in that moment, as he creeps across the floor to investigate.

He cracks open the door, and breathes a sigh of relief. "Still asleep" he whispers. "Her book fell from the night table is all"

Zelena breathes an identical sigh of relief. "We should probably be more careful," She says softly, still holding her blouse together.

He wraps an arm tightly around her midsection. "So, is it settled, are we through discussing this whole leaving business?"

She kisses him, quick and hard, in that moment. "It's settled."

Jefferson smiles. "I want to do right by you Zelena. I'd love nothing more than for us to make love tonight, but I need you to know, I'll wait. If you're not ready, it's okay."

Zelena wanted it. Badly. But as she traced the scar on her belly, and considered what he was saying.

Tonight was not the night.

She ran her fingers through his hair, and wrapped her arms around his neck. "We'll wait." She whispers.

He takes her hand, and kisses her knuckles. "It won't be easy. But, It'll be worth it"

"Maybe just… one more kiss?" she smiles, as his mouth meets hers one final time before they break apart, and retire, reluctantly to their own rooms.

"It'll be worth it." she murmurs, her body still pulsating, hours later, as she finally falls into a restless, excited sleep.