Hey guys, thanks for the awesome reviews! Here's the first part of their night at the fair. Enjoy chapter 13 :)


"What are you going to wear?"

Regina was starting to second guess herself for inviting Kathryn along. Yes—Emma had made it clear that she wanted it to be a friends' night—so who better than to include but Kathryn. But as soon as she saw the woman's devilish grin illuminate when she told her that Emma didn't seem terribly interested in attending her girlfriend's little rock show, Regina thought better of it. She was worse than Henry.

"I don't know, Kathryn," she answered.

"Come on," she said, sipping her glass of evening wine. The girls decided they needed to loosen up before the fair. "What outfit do you remember her liking?"

Regina laughed. "Seriously?" When she saw Kathryn really wanted to know, she answered. "You've met Emma—anything I wear makes her practically come in those skinny jeans of hers...or it used to, at least."

Kathryn laughed whole heartedly, almost spitting out her wine. Regina grinned at the reaction. "Really though," her friend continued, "which outfit was her favorite?"

Regina sipped her own wine. "Most of the things I have that she would like aren't warm enough for tonight."

Kathryn tapped her chin a few times in contemplation. "I think…," she began, and started stepping into Regina's closet, "you should go with this one." She pulled out a simple silk gray button down and displayed it to Regina.

"This?" she asked hesitantly, feeling the sleeve of the shirt. "You don't think this is too…business-formal?"

Kathryn helped Regina get redressed. As she buttoned up her shirt, intentionally leaving the top few undone, she explained. "It's not too formal. Here," she said as she cuffed and rolled up the sleeves, "it's classy with a touch of masculine power."

Regina laughed at the thought. She was anything but masculine. Knowing what she was thinking, Kathryn justified her selection. "Regina, do you know the number one thing all people tend to find sexy?" Regina shrugged, "Confidence..?" she guessed. Kathryn shook her head.

"Change, Regina," she said as she stood behind her, patting her shoulders as they both looked in her full length mirror. "Change is sexy."


When the doorbell rang just at seven, Regina took a big breath to calm herself, as she walked to the front door. She was surprised to see that she was not greeting Emma, but instead, her wolf friend.

"Em's in the car," Ruby said when she noted the shock on Regina's face, "she sent me in to get you guys."

"H`HHHey, Ruby!" Kathryn said with glee as the two of them stepped out.

"Hey!" she answered, a shade of blush rushing to her cheeks that went clearly seen by the two other women.

As Regina opened the passenger side of the front seat, she saw Emma applying some lip gloss while looking through large sun glasses in her mirror. The sight made her complexion match Ruby's. Emma pursed her lips together a few times, spreading the seal of the gloss.

"Ready to go?"


The screams of thrill from riders mixed with the pings and bells of carnival games in the distance as the four ladies, Henry and Blue made their way toward the gate. Henry eagerly forged ahead with the puppy, only to be called back several times by both mothers.

"Henry!" Regina scolded.

"Kid, seriously," Emma added, "slow down."

"But I want to go on the rides before there are big lines!" he cried.

Emma shook her head as she finally pushed through the turnstile to join her son on the other side. "We have plenty of time for rides," she said.

As soon as everyone entered the fair, Henry was begging Emma for money needed to buy the tickets. She dug through her wallet as Regina eyed the prices.

"I don't believe what a rip off this is," she sternly mumbled. But still, she saw Emma didn't seem to mind as she handed Henry two twenties.

"Get the family wristband pack," she told him, as he hurried off with Blue.

"Family wristbands?" Regina asked as Emma slid her wallet away into her back pocket. And then it clicked. "Oh no, Ms. Swan, I am not getting on any of these rusty contraptions."

Ruby laughed. "Regina, you came to the fair and you're not going on rides?"

She firmly crossed her arms and looked to Kathryn for support. But her friend shrugged. "It is a little silly not to," she admitted as Henry returned with the bracelets.

"Silly?" Regina scoffed as she watched Ruby snap a band on Kathryn's wrist. "I just don't have a death wish."

But to her surprise, she felt a band click around her wrist. She looked over to see that Emma had equipped her with the bracelet.

"Sure," Emma let out, her eyes on the band as she placed it, "because it's not like you ever do anything dangerous like play with dark magic or toy with people's hearts."

Emma smiled, pushing her sunglasses higher up the ridge of her nose, and walked on with pride, leaving Regina with her mouth agape.


Henry was running ahead, ready to start enjoying the evening. Emma shook her head as she called out to him.

"So what's first, kid?" she yelled, just as he slowed down. Regina saw him point to the left at one of the rides.

"The scrambler!" he cried and motioned for them to hurry up.

Emma cracked her knuckles before proceeding. She grabbed Blue's leash and looked for a post to tie it to. "I'm game."

But Regina's eyes were still focused on the whirling lights coming from that ride. "No. I am not going on this horrid contraption," she protested.

Emma leaned in close to Regina, and the brunette could smell her cologne. "You did tell the kid you'd go on the rides," Emma said quietly.

Regina huffed a bit. "I will," she said, "Just not that one."

"You scared?"

"What?!" she protested.

"'cause I'll hold your hand," she said, winking and instantly laughed as Regina once more dropped her jaw. Emma walked back to the post, only to untie Blue. "Here," she said, handing over the leash, "watch my other kid, will ya?"

Regina watched as Emma once more pushed her sunglasses closer to her eyes. What is it with her being sassy tonight?—she thought. She'd never seen this side of Emma. And she liked it.

She watched them from the gate as they hopped into their seats. Henry, of course, sat with Emma. Kathryn and Ruby took the cart in back of them. When the ride started moving slowly, she watched them go by each time. Henry waved wildly, as did Emma, with her sunglasses still on.

"Those better fall off that cocky little head of hers," she said to Blue, who responded only by chasing the ride with his eyes.

Then of course, she saw Kathryn, whispering away to Ruby, who responded by laughing out loud.

"Hey Regina!" Ruby called.

Regina looked up to see that once Emma and Henry's car were just out of her direct vision, the wolf was slightly standing in her seat, and Kathryn was laughing hysterically.

"What on earth..?" she asked herself and the dog. And then it clicked.

She blushed and shook her head at the wolf. Ruby was pointing to her. And then Emma. And then proceeding to make a crude air humping motion to suggest that Kathryn had been talking about how badly Regina wanted to sleep with Emma. Of course, Ruby continued her antics until the ride was moving too quickly to stand. Then she resorted to making other crude faces, keeping Kathryn laughing. She was going to kill them.

"Having fun, dear?" Regina asked as Ruby wobbled off the ride.

"Oh, you were laughing too and you know it," Kathryn said, as she hit Regina on the shoulder.

"Laughing at what?" Emma asked, as she and Henry joined them.

"Nothing, Em," Ruby laughed.


After a few more rides, Regina was running out of luck with her excuses. 'Sitting this one out' was no longer working.

"You just have to find me a tame one that I can go on and build myself up," she said, as Emma and Henry tapped their feet.

"You want tame?" Emma asked. She grinned. "I'll give you tame." With that, she grabbed the brunette's hand and tugged her toward the other end of the ride section.

Henry began laughing, followed by Ruby, as soon as he realized which ride Emma had in mind. Ruby pointed to a metal dragon head in the distance, and Kathryn too began to chuckle.

"After you, your majesty," Emma said, putting out her hand in a gesture for Regina to lead.

"This?" she asked, looking up at the other people getting on the ride. "Why are there toddlers on a roller coaster?"

"Because it's a kiddie ride, Mom," Henry answered. She looked to her son, who was holding Blue's leash and standing back with Kathryn and Ruby.

"Aren't you coming?" she asked.

He laughed. "I'm all set. You and Ma have fun."

As she followed Emma up the three stairs to the ride, she was surprised when the blonde grabbed her hand. It was not in romantic jest, or anything of the sort, but more to keep her from backing out. She carefully stepped into the seat after Emma, and raised her arms while Emma put the bar down.

"Are you sure this thing is safe?" Regina asked.

Emma looked out to her right to see the rust on the metal track along with a few carnies smoking cigarettes a little close to the ride.

"Totally safe," she let out, just as the ride began, causing Regina's body to jerk forward.

As they went over the small bumps and passed the gentle turns, Emma looked over to Regina. Though she was gripping the bar in terror, she was smiling. Emma chuckled as she heard the acute breaths and short cries from Regina. She was having fun.

Henry, Ruby and Kathryn cheered as Regina and Emma exited the ride. Regina blushed, feeling somewhat proud of herself. Emma instantly noticed and extinguished her delight.

"Yeah, yeah," she scoffed, "now you have no excuses for the real rides."

She smiled. For a moment, the two of them lingered in a dense air of flirtation. But their lustful stares were broken by their son.

"Food time!" he cried. Immediately, the boy pointed to the fried dough stand with excitement. After receiving a nod from Emma, he ran over to the food truck.

"Dear, can't we find something that's fried and saturated in grease?" Regina pleaded to her son, but he was out of ear shot.

Emma laughed. "You have to have fried dough," she explained. "It's a fair." She looked over to the brunette's expression to realize. "You've never had it, have you?"

Regina remained silent, pretending the blonde would give up. But this was Emma they were talking about and she knew better.

"That's it," Emma said as she followed her son to the line, "you're having one."

Regina shook her head, but smiled. She knew Emma too well; it was her way of flirtation. Perhaps, just this once, she'd indulge.


Regina eyed the sauce soaked bread in confusion, unsure how to consume it. "You didn't get utensils?" she asked Emma.

"You're supposed to eat it like this, Mom!" Henry said before breaking off a piece and stuffing it into his mouth. She and Emma laughed as the corners of his mouth became orange stained.

"A little more grace, kid," Emma said, as she took a bite, managing to keep her face clean. Regina stared at her, uncertain if she could pull off the same skill. Emma saw her timidity, and responded.

"Here," she said, grabbing a piece of dough with her hand. Regina looked confused, so Emma clarified. "Open."

Regina felt odd, allowing Emma to feed her, but without a better plan in mind of how to consume the food, she obliged.

"Good, right?" Emma asked just as Regina felt her fingertips leave her lips. She wasn't awed by the taste of the dough and sauce. But as she felt a tingling trace from where Emma's fingers had been, she nodded.