Emma was nervous, and she wasn't even sure why. It wasn't as if this was actually a date. She was just hanging out with Regina outside of school for the first time since Mary Margaret's birthday party. It was no big deal, right? And Graham and Ruby were going to be here too, right?

Where were they, actually? Emma looked down at her watch; it was five to five, so they did still have time…

"Emma?" she heard her name from behind her, and she turned around to see Regina.

"Hi! You made it." Emma smiled. "Any problems at home?"

"No," Regina said, "My mother had to go to New York and deal with some issues in the New York branch of the company."

"The company? I thought your mother was a lawyer?" Emma asked.

"She is, technically. But ever since…" Regina paused. "For the last couple of years, she has been CEO of my dad's company. Apparently my grandfather thought my mother more competent." The last part was laced with a slight disgust that confused Emma.

Emma was about to ask when her phone beeped.

"Crap," Emma said after reading the text, "Ruby won't be able to make the first movie; she had to take an extra shift at the diner. Hopefully she'll make it to the second one."

"So it seems it's just you and me then," Regina said, and noticing Emma's confusion, explained, "Graham cancelled as well, his pregnant sister is moving back with her husband so he's busy with family things."

"I didn't even know Graham had a sister," Emma confessed. "Is she a lot older?"

"8 years, they have different fathers. They're very close, though."

There was a pause in the conversation, and Emma swallowed before asking nervously, "So… are you okay with it just being us? At least for a while? I mean, I promise I'll behave and everything but if you're uncomfortable being here with me alone…"

"As long as you promise not to make out with me during 'Can You Feel The Love Tonight' I think we'll be fine," Regina joked, and Emma sighed in relief. "I mean, we are friends, and not just when we have a buffer, right?"

"Wait, how did you know the first movie was Lion King?" Emma asked, "And I promise. However, I can't promise I won't sing along."

"I called and asked," Regina admitted. "I needed to know if I'd need to bring tissues."

"Tissues?"

"Yes." Regina blushed a little. "I'm… unable to watch certain Disney movies without crying. The Lion King happens to be one of them."

"Mufasa?" Emma asked.

"Mufasa." Regina confirmed, and grinned.

"You know, I think the renaissance era is my favorite in Disney," Emma said, as way to keep the conversation flowing.

"I'm afraid I don't know which eras the movies belong to, I just know them as the movies I used to watch with my father when mother was away at law school," Regina admitted. "It was our own personal time."

"Where is your dad?" Emma asked. "It's just that you talk about him like he isn't here…" Emma added when she saw the confused look on Regina's face. "I'm sorry, I probably shouldn't have asked. It's none of my business. I have a tendency to do this. Butt into people's lives. Which is probably really unfair since I usually refuse to talk about myself."

"It's fine. It's not really a big secret," Regina began, slightly unsure. "My dad spends most of his time in Europe and Asia, overseeing those branches of the business. He only comes home maybe two or three times a year."

"Oh," Emma said, "That sucks. I shouldn't have asked. Sorry."

"I said it was fine, Emma," Regina said, a little curt.

Emma had a feeling there was more to the story, maybe a lot more, but she realized that Regina was a lot like herself. She didn't often share; instead, she bottled things up. Emma had gotten better since she was adopted, finding it easier to open up to her sister, her father and Ruby. Emma wondered if Regina had anyone like that. Emma could tell she missed her father, and from the little she heard from Graham about Regina's mother…

"Do you want popcorn?" Emma asked instead of prodding further. "Let's go inside and buy the tickets and snacks…"

Emma walked into the theatre and Regina followed inside. The Box was a really old theatre that had been built during the Golden Days of film, and was now one of those places that didn't show movies made after 2000. The specialized in showing old movies, and Disney Marathons, making it the perfect spot for film buffs, families with young children, and teenagers that usually just wanted to make out at the back of the theatre.

"God, I love this place," Emma said as they entered. "I love the feel, the colors, the pictures of the old movie stars… It feels like going back in time."

"I wouldn't have figured you for that type of girl," Regina said. "I thought you were more top 20 and CGI."

"Not gonna lie, I do like a good action movie filled with special effects and a snappy soundtrack, but there's something about this place that intrigues me. It surprised me the first time dad took us here. I can't even explain how I felt." Emma said, kind of dreamily, and pretty sure she'd be embarrassed about this later. "I just really like this place. It's not even about the movies. Sure, I think I've seen the Maltese Falcon every time they showed it, but it's not really about the movie but the..."

"Atmosphere," Regina suggested.

"Yeah!" Emma smiled. "Also, there's usually only me, the film club from school and some of the more elderly citizens of Storybrooke. It's a nice place to come alone."

"You do that often?" Regina asked.

"Yeah… You've probably noticed that outside of Ruby, you and Graham, I don't have that many friends, especially not since Ashley moved. I can't really do friends." Emma stopped, and looked at Regina. "I feel crowed sometimes, even just at home with dad and MM, so I come here, sit in a dark room and watch an old movie. Sometimes it's Citizen Kane, other times it's Mary-Kate and Ashley's adventures in Australia," Emma said with a chuckle. "But it doesn't really matter what movie it is, because it's my time. And I guess I need that."

"I think I can understand that," Regina said. "I suppose that's why I ride. To have the time where all I need to think about is Rocinante."

"Is that your horse?" Emma asked curiously. She had no idea that Regina was a rider. I mean, she knew that the Mills mansion had a stable, but she never really figured that Regina would be a horse girl. Now however, it made perfect sense. What is more regal than riding? And Regina was the most regal person Emma knew.

"I have had him since he was just a baby. He was a birthday present from my father." Regina smiled at the memory. "I guess in many ways he is my oldest friend."

"I'd like to meet him sometime," Emma said. "I mean, I'm not a rider or anything and in all honesty horses kind of scare me." Regina laughed, and Emma argued, "Come on, they're so… big! And scary."

"He is the most kind and wonderful animal I have ever encountered," Regina said with a proud tone. "And he is just mine."

"That's cool," Emma said, cringing slightly inwards for her choice of words. What was she, 12? "I mean, it takes a great deal of responsibility. And as we all know, that is not really my strong suit," Emma added jokingly.

"I think you are capable of more than you know, Emma," Regina said, in a sober tone. "I am sure your sister, your father and Graham have told you several times. But it's true. I know we are just beginning this… friendship, but I can already see that you are stronger than you think." Regina looked at Emma, and smiled.

This was one of those moments that scared Emma to death; when Regina looked at her, and it felt like she knew her better than anyone else ever had. It was part of why Regina was so attractive to her. It wasn't just her wonderful dark hair or those eyes, no. It was the way she looked into her and Emma could feel it. She had felt it in her bedroom that night; she had even felt it at totally random moments when they were hanging out with Graham.

"I'm sorry; I didn't mean to make you uncomfortable." Regina said, and it snapped Emma out of her thoughts.

"You didn't." Emma smiled. "I promise. I just… I don't know. There is something about you, Regina Mills."

"So, popcorn?" Regina asked, and Emma took the cue to change the conversation again.

"Always." Emma grinned. "I mean, who doesn't love popcorn."

"I have no idea." Regina smiled back, "God, it's been such a long time since I've been to a movie."

"Really? What was the last movie you saw?" Emma asked.

"I don't even remember," Regina said honestly. "Graham took me. I think I fell asleep half way through."

Emma laughed, and the conversation fell quiet as they got their snacks and soda. The Box had these sofa areas where you could wait for the movie to start so they sat down on one of those.

"How long until the movie starts?" Regina asked as they sat down.

"About ten minutes," Emma answered, and the two of them fell into another comfortable silence.

"Thank you for inviting me." Regina said after a little while. "As I said, it's been a while since anyone have invited me out somewhere. I know Graham wants to, but ever since we…." Regina trailed off.

"Broke up?" Emma asked. "Graham mentioned something…"

"I am surprised he said anything. Most of the time we pretend it never happened. I think it's easier for him. For me too, I guess," Regina said. "We dated for a while, but I couldn't… I don't know. I couldn't be what he needed, I guess."

"You don't need to tell me this; it's none of my business."

"It's fine. I just… I just haven't talked to anyone about it. Even to Graham, really."

"So what happened?" Emma asked, now curious.

"As I said, I just couldn't be what he wanted. I mean, I love him. He is my best friend, but he wanted more than I could give. He deserved more."

"I get that." Emma said. "I'm not saying that my experiences with guys are the same as yours with Graham. Obviously not, but I wanted so desperately to be something I wasn't…" Emma bravely reached out and took Regina's hand, "I don't know why you felt like you couldn't be what he wanted. And I don't need to know. All I need you to know is that if you ever feel like talking about it with someone, I'm here. I will always be here."

"Thank you," Regina said, looking into Emma's eyes with such intensity that Emma shivered, and squeezed Emma's hand.

"Come on. They've opened the doors," Emma said, pulling her hand away and trying to keep her voice steady, and the two girls walked into the movie theatre.

A/N: PLEASE COMMENT. I hate to beg for comments, but the truth is, I get a little discouraged when I only get one or two comments on a chapter. I am not saying I will give up because I am forever grateful for the two of you that chose to comment, but commented is more likely to make me update faster.