The flashbacks begin! This should explain some of what's going on, although I want to clarify that this chapter doesn't show the only reason for how Emma becomes as she does, it's just the beginning. There's plenty more angst to come ;)

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Disclaimer: I don't own OUAT or any of its characters.

Chapter 3

Regina woke up on her hall floor. She was stiff and sore, and judging by the growing light outside, hadn't slept more than an hour or two. Her hair was sticking out at odd angles and there were dried tear tracks on her face.

She looked around for a moment bemused, but then memories of the night before came flooding back to her. She held back more tears as she remembered the hospital, the waiting, and Emma.

She got up unsteadily on her feet, kicked off her heels, and made her way to the couch where she collapsed. Regina was so exhausted by all that had happened that she felt herself drifting once more into sleep.

She tried to fight it. She knew she would dream about what she had done to Emma, what had caused her such pain. But before she could stop it, everything blacked out and she was once more in the turmoil of her own mind.

2 and 1/2 months ago

"Gina, come on," came Emma's sleepy mumble. "Come back to bed."

Regina got out of the bed they were both sleeping in, responding to the alarm on her bedside table that showed 6am. Mornings were not Emma's strong suit. It hadn't taken long for Regina to realise this after being greeted most mornings with grouchiness and tiredness.

She chuckled at the image of a sleepy Emma with her arms out in expectation, her blonde hair in disarray. "I have to get up, darling," she said as she kissed Emma's forehead.

"Hmmph" came another mumble before Emma drifted into sleep again. Regina let out another chuckle and began getting ready for the day, listening to the quiet snoring that had resumed from Emma's sleeping person.

Emma and Regina had been dating for about 6 months. They'd had their difficulties and their fights, but on the whole everything was good. Emma had practically moved in, so to everyone it seemed like the relationship was going slightly fast but still well. Except one thing. They still hadn't said those three little words.

Regina didn't feel ready, and she knew she would panic immediately upon hearing them. She was terrified at what they would mean, and up until now Emma seemed to have accepted that.

She was scared of where they would lead. She had convinced herself that Emma didn't feel love for her. Even though she had let her guard down for Emma, she wasn't ready to let that particular demon go.

Daniel still remained in her memory. She didn't want to betray him by loving another. He had told her to love again, but she was worried that if she did then he would be gone forever.

So Regina had avoided the word 'love'. She had pushed the word away whenever it came up in her thoughts about Emma or when they were talking. She had shut it out of her mind.

Emma on the other hand, was growing restless. She knew how she felt. She wanted to yell it to the heavens and to the whole world. She thought that by now, Regina would be ready to at least hear the words from her, if not say them back.

She knew Regina was scared, but she thought their love could conquer anything. So she had a plan. Henry was in on it too. He knew how both his mothers felt even if they weren't ready to admit it. So he'd cornered Emma one morning and demanded answers.

"You are way too smart for your own good, kid," Emma had said, but she wanted this as much as Henry knew she did. So together, they hatched a plan.

One night, Emma had dropped Henry off at Snow and David's, and put the plan in motion. She'd set up fairy lights all around the house, with a romantic picnic in the living room (it was snowing outside) with some romantic music.

She dimmed the lights and waited for Regina to return, her heart beating wildly with excitement. Emma was actually wearing a dress, which Henry had managed to pester her into. He'd said it would be doubly romantic.

Emma had rolled her eyes but put a dress on anyway. The one she'd chosen was pink, short, and she knew Regina found it incredibly sexy. She'd even curled her hair and put makeup on. Emma was going all out to make this night extra special.

The door finally opened and Regina came through, her coat covered in snow. "I'm home!" she called, but then she stopped abruptly, noting the fairy lights and the music. She wore a puzzled expression until Emma came out to greet her.

"Welcome home," she said, giving Regina a soft but passionate kiss. They drew away, slightly breathy, and Regina looked amused but confused.

"Emma, what's going on? Where's Henry?" Emma smiled at her. "Henry is at my parents' and this is a special surprise for a special someone," she said, beaming.

Regina smiled. "Alright then, let the night begin."

Emma and Regina had mostly finished the picnic and were enjoying some wine when Regina noticed Emma was fidgeting uncomfortably.

"What's up?" she asked, taking Emma's hand and squeezing it reassuringly. Emma smiled shyly back. She hesitated before speaking.

"Well, we've been dating a while now and I just thought it was time to-to-"

"To what?" asked Regina, her stomach suddenly filled with a sense of fear and dread at what Emma might say.

Emma looked her right in the eyes.

"I love you," she said softly.

Regina went into a panic. She wasn't ready. She was suddenly terrified. All the negative thoughts came drifting back into her mind. She thought of how she was going to lose Emma if she admitted she loved her, because everyone she ever loved eventually got taken from her, or left her.

She thought how her mother had said 'Love was weakness', she thought of how everything would go wrong from this moment, she thought how she must end it now, because if she didn't she knew it would never end, and that terrified her beyond anything ever before.

She didn't do romantic love. She'd sworn it off. But somehow, Emma had come barrelling through all of her defences and found a place in her heart.

But she couldn't say it. If she did, it would make it all too real. And then the pain would be all too real when Emma inevitably left her.

When Emma realised exactly who she was loving.

"…Gina?" Emma's voice brought Regina out of her thoughts. Emma was looking concerned. "Its ok," she tried to reassure her, squeezing her hand and smiling slightly.

"I know you might not be ready to say it, I don't need you to. I just need you to know that I do. I love you," she said again. Regina panicked even more at these words. It was too much, too understanding.

So Regina did what she always did. She lashed out.

"No."

"No what?"

"…No. You don't. You-you have to go."

"Gina?" Emma sounded slightly annoyed, as if she knew exactly what Regina was thinking. "I know you're scared, but this will be ok. I'm not going to leave you. I'm not going to hurt you. I know how I feel, and I know how you do too, even if you don't want to admit it."

"I have nothing to admit," Regina sneered. "This relationship, it's not based on love. Its may be passionate in…other ways, but I have no feelings of love for you."

Regina's walls were going back up fast. The mask that she had worked so painstakingly to remove while she was with Emma was coming on again. And there was no limit to the hurt she could inflict.

"Wh-what?" Emma's voice was like knives going through Regina's heart. She sounded so hurt and confused. But Regina thought she had to end it here, for the safety of both. She thought Emma would leave her anyway, and if Regina admitted her love for Emma she had a greater chance of getting hurt.

"You need to leave. This–this shouldn't have ever happened. I shouldn't have let anything happen between us. You should go. This can't continue. It's in our best interests. You will only end up getting hurt. You need to go."

"G-Gina? Come on, please. Don't do this." Emma was in tears and Regina looked up only to find sorrow and confusion and sadness. It broke her heart but she had to keep going.

"Leave." Her voice was harsh.

"I-I don't understand. I'm not leaving. What is going on right now?" Emma demanded.

Regina said the words before she thought, before she could stop herself.

"I don't love you."

Emma looked beyond distressed. "Gina please, I know you're just scared, I-"

"No," Regina interrupted. "I don't love you and I never have. This ends right here. Get out of my sight. I'm being perfectly serious. Leave."

Emma looked about ready to break down, but before she could Regina stood up abruptly and went to the door. She held it open. Emma came rushing through and tried to hold onto her arm.

"Gina," she began. But Regina gave her a hard look and motioned her out the door. Emma burst into tears and ran. She ran out into the cold, without so much as a coat.

Snow and David were sitting at their table, enjoying a mug of cocoa when Emma came bursting in. She was shivering and they could tell immediately something was wrong.

Emma's eyes were red and she wasn't attempting to stem the flow of tears that cascaded down her cheeks. "Emma!" they both cried, rushing to embrace their daughter before David ran to get a selection of blankets to wrap round her.

"What happened?" They sat her down on the couch and cuddled her to get her warm, both of them distressed at Emma's state.

Emma couldn't speak for ten minutes. When she finally did, it sounded like her vocal chords were being strangled.

"Gina."

"What did she do?" asked Snow, trying to keep any disdain from coming into her voice.

"She said- she said she didn't love me. She told me to leave. She said our relationship meant nothing and that it was over," Emma finished, having taken a long time to get those words out.

Snow and David exchanged worried and angry looks. They said nothing about Regina however, knowing it would only upset Emma more, and bundled her into their arms, rocking her backwards and forwards while she cried.

Eventually she fell asleep. Snow and David left her asleep on the couch while they retreated into the kitchen to discuss what had happened.

"David," Snow practically growled. "What the hell has she done to our daughter?"

David laid a hand on her shoulder to calm her, but he frowned. "I don't know Snow. It sounds bizarre. Everyone knows they love each other. I don't understand Regina's behaviour. I don't."

Snow grimaced at her husband's words. "I think I know exactly what happened."

David raised his eyebrows. "She," Snow spat, "just broke our daughter's heart. It likely had something to do with the fact that Emma was going to tell Regina she loves her for the first time tonight."

David started. "Oh," he said quietly. "I guess she didn't take it well." At his wife's angry look, he kept speaking. "Look Snow, we know Regina is scared to love. Frankly, I'm surprised they even made it into a relationship, and for that long. But it is clear to me that Regina does love Emma. No one can deny that. It just seems she is denying it herself."

Snow clenched her fists. "I swear," she said, looking back at Emma on the couch, "the next time I see Regina I will tear her apart, limb from limb."