A/N: This is my fav chapter so far. I actually wrote this a couple weekends ago. It's all mine, not one part of it was in the actual episode :) Hope you enjoy it as much as I did writing it.

After traveling for what seemed hours, Emma slows to a stop, looking around.

"Why are you stopping?" Regina also looks around the clearing, for signs of trouble.

"We need to stop and rest, and this looks like as good as any." Emma likes the small clearing, surrounded by dense forest. An old log is laying on it side in the middle, the ground is pretty level, with a nice patch of dense grass.

"For what?" The former evil Queen growls.

"To make camp. Get a fire going, and get some sleep." The blonde continues to survey the area.

"Here?" Pointing to the ground, Regina looks up in horror. "On the...ground?"

Emma turns to glare at Regina. "We slept on the ground in Neverland. What is so damn different here?"

"I don't have magic here, that's what's different!" Regina takes a step.

"What has that got to do with anything!" Now Emma takes a step, as she throws up her hands.

"I can't make the ground softer!"

By this time both women are face to face, with only inches separating them. 'Damn I just want to kiss her', both women think at the same time.

Emma is the first to back away, as she sighs heavily, her eyes rolling to the top of her head. "Regina, we have been walking for hours, ever since we left Rumple's damn castle. You're from around here, do you know how much further it is to this so called port town Rumple said we need to get to?"

Regina gives Emma a scowl, along with the famous arched eyebrow. "How would I know. If I needed to go somewhere, I just poofed my way there. Else I had my driver take me in my carriage."

"Have you got your magic back yet?" Emma asks the brunette, sees her shake her head, then points at herself. "Well this driver is exhausted. We both have been up for, Shit...my time is fucked up, but we have been up and moving around since what, almost a day and half, least over 24 hours. I can't even remember."

"If you had just listened to me for once! When I told you not to go check out that damn portal! We wouldn't be here!" Regina yells, stomping around the area, hand raised in anger.

Emma looks at the raging woman, feels guilty, cause she knows she screwed up again. "I know," Emma says quietly, "I'm sorry. Look, we both are tired, and hungry. Let's just get a small fire going and get some sleep. We can think better in the morning." Emma starts picking up sticks around the clearing and making a pile near the fallen log.

"So you really want me to sleep on the ground, in the dirt." Regina commented.

Emma gives a whine as she looks up at the night sky. "I don't see any B&B's around do you? So yea, besides, we been taking turns squatting behind trees and bushes all day, and you have a problem with sleeping on the ground?"

"But I wasn't touching the ground, I told you I used magic." Regina gives a slight pout, which as tired and grumpy as Emma is, finds so damn adorable.

"Look, I am going to walk around just along the tree line to find firewood. Why don't you look for some rocks, about yea big," Emma spreads her hands to show Regina the size she is looking for. "You can make a fire ring near this log." Emma removes her cloak and lays it on the log. Then heads out near the tree line.

"Miss Swan, pray tell how do plan on making a fire, by rubbing to sticks together?" Regina reluctantly starts looking around on the ground for some rocks.

Emma pipes up from behind some bushes, as she looks back at Regina, smirking. "No, that's what I have you for." Laughing, Emma resumes her search.

Regina peers quizzically at where Emma disappeared.

Emma continues her thinking, "Remember when you tried to make that fireball and it looked more like a fizzling candle. I am hoping you can do that again. It should be just enough to light some tinder and then I can use the tinder to get the fire going."

"Emma? How did you learn all this about fire building?" Regina is genuinely impressed with the blondes knowledge.

"Trust me, I've done this before. Runaway, remember? You learn a lot of survival skills on the streets." Emma wanders back dragging a couple of dead tree limbs. She drops those and heads out again.

Regina takes the bag with the book in it, lays it next to the log, then she also removes her cloak and folds it, and puts it on top of Emma's. She spies some rocks that look to be the right size and moves to retrieve them.

Both women work in silence for a while. Regina finds enough rocks to form a nice fire ring, and Emma makes two more trips to get enough wood to keep the fire going though out the night. She then starts breaking down the tree limbs and adds those to the pile. Next she takes some tinder, lays it in the ring, then starts laying the wood on top, sort of tepee style, starting with the smaller twigs, and going up in size till she stands back and survey's her creation.

"That should be good for now." Emma then turns to Regina, "You did a great job on the ring." She smiles gently at the dark haired woman.

"Thank you dear." Regina replies in a tired voice.

Emma takes a small bit of tinder and holds it in her hand. Gesturing at Regina, "Okay, c'mere. See if you can make that fireball thing again."

Regina rolls her eyes, but complies with the request. She concentrates, and though normally she would have a nice softball size fireball, she only produces, barely a flicker of flame. Emma eyes sparkle with glee. "That's it! Okay, now just get it near this tinder."

"Are you sure about this Swan?" Regina protests.

"Yes, just get it near, once it starts to smolder, then we just need to blow on it to give it a chance to ignite." Emma waits while Regina makes the flame again, then watches as Regina puts her finger sized flame on the tinder. "Now blow on it." Both women put their faces close to the bundle in Emma's hand, and blow gently. Soon a small trickle of smoke, then a burst of flame.

"We did it," whispers Regina, grinning as she turns her head to look at Emma. Gulping, she quickly turns away, as she nearly collided with the blondes cheek.

"Yep, told ya. Now to just put this down here, and there we go, a nice fire to keep us warm, and keep any critters away." Emma watches as the flames lick the wood and soon they have a nice fire going. Emma then goes back into the woods, "Be right back."

At first Regina just chalked it up to Emma needing to take care of personal business, but when Emma emerged with an arm full of dry leaves, dumping them, the headed back out again. She does this a few more times, then spreads the leave around, then takes Regina's cloak and puts it over the leaves, then takes the bag with the book in it, puts it at one end, as a pillow.

"There you go your Majesty, it's not the Ritz's but it's all I can muster up." Emma bows with a flourish.

Regina is actually touched by the gesture, knowing that Emma is exhausted. "Thank you Emma."

Emma then goes to her bag, and pulls out an apple. "Last apple, I hope we can find some real food tomorrow." Emma then takes her pocket knife she had with her when she came through the portal, and uses it to cut the apple in half. Going to Regina, she hands her the apple. "Here, it's not much but least it will help." Regina takes the apple but puts it to the side.

Meanwhile Emma goes over to pick up the water skin they had acquired at Rumple's, takes a drink then again takes that over for Regina. She then sits next to the brunette on the log, and eats her apple, while staring at the fire. After a prolonged silence from Regina, Emma takes a glance sideways, and is concerned about the sadness portrayed on the other woman's face. She gently nudges Regina's shoulder with her own. "Hey, you okay? You seemed out of it off and on today. Is something bothering you?" Emma inquires, with a caring look, "We're friends, you can talk to me."

"It's nothing, dear." Regina continues to stare dismally, as if seeing something in the flames.

"You need to eat Regina." Emma looks past Regina where the apple lays.

"I'm not very hungry."

"Regina, talk to me, please? What is bothering you. Is it because I fucked up? I said I am sorry." Taking a stick, Emma jabs at the fire. "We will find a way to get home, back to Henry."

Regina reacts with a slight smile when Emma mentions home again. "What...no, Emma, it's not you. It's me. I...I just.." Emma waits patiently for Regina to continue. "I guess I thought, maybe, just maybe I could get past that darkness I had, that a path toward redemption was possible, but then I come face to face with that monster from my past, and realize...I can never be rid of it. It will always haunt me, taunt me, to the point of why am I even trying!" Regina turns her face away, tears forming.

"Hey, you are not a monster. I know you did some terrible things. Heard all the stories." Emma pats Regina on the back, not even realizing she is doing it.

"But you never came face to face with her till this morning!" Regina jerks her head up, her eye brimming with tears. "I just feel so ashamed, disgusted , and just loath myself."

Emma just continues to rub the former Queen's back. "You're not that same woman. She was over 30 years ago. Think of this as a way to see how far you have come, grown even. To come out of that dark, dark place you once were in."

"The thing of it is, we will most likely either run into her again, or her men, or even people from a village she tormented or even obliterated." Regina continues to stare into those sea-green eyes, looking for any kind of negative emotions, but is seeing nothing but care.

"Then we will deal with it if we do." Nods Emma, as she moves her hand from Regina's back, instead taking the distraught woman's hand. "Tell me this, back there when the Evil Queen was threatening those people, and that woman. How did it make you feel, right then, watching." Emma gently rubs her thumb along the long hand.

Regina avoids looking at the hand holding hers, as she once more stares at the fire. "Vile, disgusted, extremely saddened that I had cause so much suffering."

"Do you think that woman you were back there would be feeling like that now?" Emma puts her hand on Regina's chin, forcing her to look into her eyes.

Regina blinks, "No. No...she wouldn't have given a damn."

Emma releases Regina's chin, but still looks into those chocolate pools. "The woman I know is not that Evil Queen. Even when I first came to Storybrooke, you were no where near her badness. Yea you were a bitch on wheels," Emma smirks, "and a royal pain in my ass...still are. But to me, you're Regina, Henry's other mother, and my friend."

Regina shyly looks down, not sure how to respond to Emma's last statement.

"We both were not princesses." Emma's lips curl up on one end.

Regina looks up and raises an eyebrow, but before she can give a retort, Emma pipes in, "You know what I mean!" She laughs. "We both have fucked up pasts. Lots of regrets, remorse, guilt, whatever. Thing of it is, I don't blame my parents, or you. I may still blame your mother a bit, but even she was taken advantage of by the one person we all have in common."

"Rumple."

Raising an eyebrow, the blonde responds, "Yea. He manipulated all of us. Just so he could get that damn curse to bring him to where his son was. And look what that got him. Neal is dead." Emma shakes her head. "But for all that bullshit we had endure, we survived, yea a bit damaged, and you know, I don't regret any of it, well most of it, because one good, wonderful thing came out of it." Giving Regina a knowing look, she smiles brightly.

"Henry." Regina responds quietly, also smiling.

"Henry. If a certain little boy had not come into both our lives, to change us for the better, we still would be in that bitter, self-depreciating lives of our past. It's because of Henry, that when I got out of prison, I worked to get my G.E.D, found odd jobs here and there till one day someone took a chance on me, used my special skills for good use, and taught me the trade of being a bail bonds person. I probably still be a thief stealing from rich jackasses for a living if I hadn't made a change.

Regina's eyes open wide for a second, as she thinks 'Like Robin', then Tink's voice 'it could possibly just take you to the closest person with the same traits and qualities'. She then shakes her head to clear those thoughts.

"So now forget all that crap, eat your apple. I promise it's not poisoned." Smirking, the blonde winks at Regina.

"Cursed, there is a difference dear," Picking up the apple, Regina finds she is suddenly hungry after all."

"Emma?"

"Hmm?"

"Thanks, for being a good...friend." Shyly Regina looks at Emma.

Emma places a hand on Regina's shoulder as she stands, looks down at her, with one of her puppy dog looks. "Back at ya."

Regina nibbles on the apple, while watching the blonde grab her cloak, then spreading it next to Regina's, then proceeds to lay down.

"What are you doing?" A curious brow raised.

"Tired." Mumbling, Emma turns, "Going to sleep, I suggest you do the same." She pats the space next to her, then rolls back over, facing away from the fire.

"There?" .

Emma gives a big sigh, turns back over again, looking at the brunette. "Yea. This way you can be close to the fire, with me on the other side to protect you from any animals or other creatures."

Regina snarks. "With what Sheriff. You left your gun, neither of us has magic." The brunette gets up, moving over to the bedding, arms crossed.

"Damn it woman!" Emma blurts out as she gets up, goes over to the wood pile, finds a large limb, brings it back, lays down, putting the limb next to here. "There now I am armed. Would you just lay down and go to sleep!" Emma once more rolls away from the fire.

Realizing how tired she really is, Regina gives in and lays down on the bed of leaves that Emma took extra effort to make for her. She then hears a quiet mumbling.

"Seriously, when we get back home, I need to take you and Henry camping."

Smiling at the reference to home again, Regina lays down, facing the fire. "We will see, dear."

"Good night...Gina.." mumbles Emma as she falls asleep.

"Sleep well, my knight," whispers Regina, with a small smile. At first she isn't sure she can sleep, but soon follows Emma, as the sounds of the low fire cracks, and insects chirping lull both women into a deep sleep.

=======SQ========SQ==============SQ=======

Warmth envelopes the woman, while sunlight filters through a golden haze. Lying on a lush green field of thick, soft grass. The feeling of being secure and safe. Then it moved. Slowly, a chocolate orb opens. Then the other. At first, Regina is trying to figure what is blocking her eyes, as she is seeing through that golden haze that was in her dream. She tries to move her right hand, but she can't, so using her left one, she goes to move the obstruction. Quizzically, as she feels the light strands as she moves them off her face, she looks down. Both eyebrows shoot up. A blonde head, lightly snoring.

'What in the hell?' Regina now sees why she can't move her right arm. Apparently some time during the night, the brunette rolled on her back, and Emma had completely rolled over, making use of Regina as a mattress. For the blonde was semi sprawled on top of Regina. Her right arm over Regina's stomach, her right leg swung over her hip and upper thighs, and said blonde head buried in the crook of her neck. Regina just laid there, trying to quell her nerves at the situation, but then this overwhelming feeling, just like in her dream, of feeling warm, safe, and well, protected, hit her. She closes her eyes for a few minutes, relishing the feel of the woman she has grown to care for, she snuggles into her, then Emma starts breathing in Regina's ear.

Gulping at the sensations, she tries to evaluate the situation. 'This is not good..well, no..it is good..but this can't happen.' Regina knows Emma would be extremely alarmed and embarrassed if she wakes up like this. The former Evil Queen decides the gentle approach is in order to awaken the sleeping blob on top of her. She very subtlety pokes Emma shoulder, the one encasing her.

"Emma." Whispers Regina.

Emma moans in the brunettes ear, then snuggles even closer.

'That definitely did not work!' Regina groans, as a warmth of a different kind shoots through out her body. 'Time for plan B.' Taking a deep breath, "MISS SWAN!"

Emma bolts up, hastily gets to her feet, all the while grabbing the limb and stands over Regina. "Whaaa...where...whoo?" All the while looking around, wide eye, breathing in pants.

Regina can't help her self as she lies there laughing at Emma's adorable face.

"Re..Regina? What...what in the hell?" Emma looks down at the laughing woman.

"Your...your face...Oh..my ..god..." Regina collapse again in a fit of laughter.

Emma takes a few calming breaths, drops the limb, crosses her arms and looks down Regina. "What is so fucking funny."

"I'm.." pants, "I'm sorry Emma, I was just trying to wake you and you sleep like a log, so I had to use my best technique that I use on Henry.

"By scaring the living daylights out of me? Sheesh, next time, just poke me with a stick or something." Emma, now wide awake, straightens out her skirt and corset, and then bends to pick up her cloak. Shaking it, she then puts that on. "Glad I can be such entertainment for you Madam Mayor. How about we pack up, make sure the fire is out and start back on the road." Grumbles Emma.

"Did you sleep well dear?"

"Yea, yeah I did considering I had to sleep in this damn corset. Must of been tired, I'm actually surprised at how comfortable the ground was, felt almost like a mattress."

'I am sure it did.' Regina ponders, then, "Do you always sleep like that?"

"Like what?"

'Like a protective blanket.' "So soundly. I tried to wake you quietly but it wasn't working."

"Hmm..not always, I usually don't sleep well at all, guess being exhausted helped."

'Hmmm...and I wasn't plagued with my usual nightmares either.' Well let's get going not sure how much farther we have to go." With that, both women walk into the woods, and soon finding the road, they head down it, both in a comfortable silence.

A/N: It maybe a few days before I get the next chapter up. This one will have the ladies at the tavern, meeting up with a certain bad pirate, and it's a bit more tricky to write it.