Emma, dressed in her normal bedtime attire of a tank top and panties, stared in wide eyed shock at the woman in front of her. Her hands were frozen on Regina's hips.

Regina stared right back in something that was rapidly becoming horror as she saw the sheriff piecing it together; Regina Mills was ticklish.

The grin that was slowly blooming on Emma's face was one of mischief and triumph. This was a revelation and one that the blonde was determined to take full advantage off. Without further warning she made a grab for Regina, even as the brunette tried to make a run for it.

"Don't you dare!" Regina practically yelped as Emma pulled her into firm hold and prepared to begin The Tickle Attack.

However, no sooner had her fingers started up and down Regina's sensitive sides, than the other woman suddenly disappeared from her clutches in a puff of purple smoke. She reappeared almost instantly on the middle of the big double bed.

The normally neat and in-control Mayor Mills stood on the bed in her slinky (and distractingly short) black nightdress, her hair in slight disarray, clutching a pillow out in front of her as a shield. She was shifting her feet comically from side to side, trying to steady herself on the soft, springy bed. She was the picture of clumsy elegance.

Emma paused to appreciate the situation. It seemed she had discovered a weakness and she now had the upper hand. She circled around the bed slowly. Regina followed her movements, never taking her eyes off of her would-be attacker.

"Come on, Regina," Emma said, "Just make this easy on yourself."

"Don't come any closer," Regina warned.

Emma darted forward and made a grab at the pillow she was clutching, but Regina was too fast. The pillow instead came crashing down to wallop Emma on the side of the head. She stumbled back in surprise and cursed under her breath.

Regina wobbled on the bed's unstable mattress for a moment before righting herself. Emma circled again, she feigned a few attacks and every time was met with the wild swiping of the pillow. She managed to duck the worst of it and actually found herself enjoying how ridiculous this whole thing was. This was probably the first time she had ever seen the proud Mayor of Storybrooke so utterly out of her depth.

"This isn't funny, Emma," Regina tried, still brandishing her pillow-shield.

Emma smirked and turned slightly as if she was about to give up. "Okay," she held up her hands in supposed defeat, "Have it your way..."

Regina relaxed her stance for just a second and that was all the blonde needed. She leaned in like lightening and hooked her arms around the smaller woman's ankles. She tugged forward and literally swept Regina off of her feet. The brunette fell backwards on the bed with a surprised "Oof!"

Wasting no time Emma clambered onto the bed and straddled the fallen queen. Regina tried to lift her arms, but they were immediately pinned down above her head by her blonde attacker.

Emma leaned over her prize with a victorious look. "You're mine, Madam Mayor."

Both woman were breathing heavily and the playful atmosphere suddenly took a turn as Emma became acutely aware of her position over her lover. The nightdress had ridden up slightly and she felt her bare thighs touching Regina's. Regina's eyes were looking at her with a hungry intensity.

"Well, now what Miss Swan?" The husk in her voice was enough for Emma to want to devour her right there. She licked her lips and took in Regina's tousled hair, somehow looking sexier than if had been perfectly styled. Her lipstick was slightly smudged and the pout of her lips made her want to lean down and take that bottom lip into her mouth to suck on. Maybe bite.

Instead with great effort, she pulled herself up with a mischievous grin. She moved to plant a kiss on an exposed shoulder and then released Regina's arms from her grip and moved downwards with purpose. She was gratified to hear Regina's sharp intake of breath as placed kisses on her neck, stopping for a moment to nip playfully at a sensitive spot before continuing on to the soft and generous cleavage. She allowed one of her hands to cup a perfect breast. This time she was rewarded with a guttural groan and she felt the woman shift restlessly beneath her. Emma took in a shaky breath and tried control her own body even as her centre throbbed, begging for some kind of friction.

She moved further down and quickly glancing up at Regina's face, her eyes hooded and her lips parted in anticipation, Emma slowly slid the nightdress upward. The brunette lifted her hips eagerly as Emma slid the fabric over her thighs and then up further until it was bunched near her breasts, stomach now completely exposed.

Emma ran a smooth tongue over the exposed flesh. She followed it up with a string of hot kisses. She felt the dampness between her own legs as the scent of Regina's arousal found her.

"Emma" She heard the shaky voice in what was half command and half pleading. She felt a hand come down to tangle itself in her hair, trying to guide her further south. "Always so impatient."

Emma smiled against her lover's stomach, pulled back slightly and then with a deep breath, returned and placed a giant raspberry right over her belly button. She followed it up immediately by tickling her sides mercilessly. Regina let out something between a laugh and a shout and immediately started writhing trying to escape Emma's dastardly fingers.

Emma laughed as she continued her torture. The brunette had lost all of her usual calm and poise. She was utterly at Emma's mercy as she gasped for air and tried in vain to wriggle away.

"Emma!" she managed to gasp out between her laugher, "Stop!"

"Do you give up?" Emma laughed.

Regina grabbed at Emma's arm's trying and failing to stop them. "You...you'll pay for this! Just wait until - HA" She jumped as Emma hit a extra sensitive spot.

For a while there was nothing in the room but the sound of laugher and scuffling. But there is only so much indignity a former queen can take. Eventually, Regina was able to wiggle free and started clambering on her hand and knees across to the other side of the bed. Emma grabbed her from behind in a sort of rugby tackle. But Regina was ready for it. She shifted her weight and Emma went tumbling off of the bed with a satisfying 'thud'.

Smoothing down her nightdress Regina casually leaned over the side of the bed to regard Emma with a look of superiority.

"Face it swan, you can never be on top for long".

Emma threw the discarded pillow from earlier at Regina who caught it expertly and tossed it aside.

Both woman were dishevelled, flushed and out of breath. They took a moment to get their breath back, smiling like idiots. They were nothing if not well matched.

"Maybe call this one a tie?" Emma suggested.

"The nights not over yet," Regina reminded her. "Now get back up here."

Emma readily complied and was welcomed by her lover with open arms. She found herself being kissed thoroughly and completely.

"Now about my revenge," the brunette smiled devilishly.

Emma swallowed hard as she felt herself being guided down onto the mattress of the bed she shared with Regina Mills.