A/N: Legit writing this chapter while I'm at work (and now an hour before I leave for my final lit exam). If I get fired (or fail uni), at least I'll know it was for you... (Update - my exams are now over, so I'm finally finishing the chapter!)

I wake up and for a good five minutes I have no idea where I am. I'm pretty used to the feeling - when you spend your childhood being bounced from one foster home to another, you get over expecting consistency. I'm still scared, though. I force myself to breathe evenly, dispelling the panic that swells in my chest. I blink a couple times as I sit up in bed, a huge, soft, majestic bed that I have all to myself. Maybe I'm still dreaming. I look around at the palatial room that I've found myself in. And that's when I see her.

Regina Mills, my politics professor slash drunken saviour (me being the drunk, her being the saviour), curled up on her couch in nothing but a silk nightgown. She has a blanket but she must have kicked it off during the night. At this point I see the window - it's still dark. Nowhere near morning. I look around for a clock; there's one on the nightstand so I see that it's 2am.

Thats when I realise I'm going to throw up. I catapult myself out of bed and scramble for the bathroom, not even closing the door before I collapse over the toilet and spew my guts out. I didn't know I had that many guts. I'm vaguely aware that there's someone behind me; to my shock they come right into the room, sweep my hair up behind my head, and rub my back as I continue to throw up. When I'm utterly drained I turn around and slump against the wall to see my sleepy looking professor complete with bleary eyes and a wild bedhead. She hands me a tissue to wipe my mouth, then wipes around the toilet seat and flushes it. She's like Mary Poppins, a click of her fingers and mess disappears.

I come to my senses and it's the first time I'm in her house and sober. I try not to embarrass myself any further but I realise it's a bit of a lost cause.

"I... Uhm... Shit," I say. She laughs.

"Don't worry about it. How are you feeling?"

"Better. But I should go."

I stagger to my feet but she shakes her head.

"Emma, it's the middle of the night."

"Yeah, but I'm fine now. Really, I want to go."

I'm compulsively independent. There's nothing I'd like more than to get back into Regina's luxurious bed, but somehow I feel that I can't. It's partly an awareness that if I stay any longer, maybe I'll never manage to leave. But it's also a distrust of anything good or kind. There's no such thing as a free lunch. People don't do things for you just because they're nice. There's always more to it.

Regina narrows her eyes at me.

"Bed," she says. "As your teacher and your superior, I insist."

She's teasing, but her no nonsense tone suggests she's pretty determined that I do what she says.

"My superior?" I ask, pretending to be incredulous.

"Absolutely," she tells me. "Superior in EVERY way."

It might be my imagination but I think I detect a flicker in her eyes of something extremely interesting.

"We'll see about that," I reply. She escorts me back to bed, sitting on the edge of it as I climb under the sheets.

"You're very good at this. Cleaning people up."

"I've had practice," she admits.

"Who?"

"Me."

"Oh." I can't think of anything else to say. I want to ask what happened to her, I want her to explain the darkness behind her eyes, but I know that she won't. She might be being nice to me, but she hasn't gone soft and gooey overnight.

I have this weird impulse to lean against her and curl up in her arms. I feel like she wants to hold me too. Now that we're silent there's nothing in the room but this charge between us and it's driving me crazy. I know I should be tired but sleeping is the last thing I want to do right now. We both move a little closer together, feeling each other's warmth. But suddenly, she jumps off the bed.

"Emma, I can't," she says, returning to her professor voice. Her posture even changes, hardening as she distances herself from me. I try not to be disappointed. I'm not surprised. I know it's a mess, a mess that I am not worth. I don't want seem like I feel sorry for myself; I don't. I just know, I'm not the sort of person to end up with someone like Regina Mills, and I wouldn't be even if she weren't my professor.

"I know," I tell her. She looks at me, evaluating my reaction. She opens her mouth to speak, but seems to change her mind.

"You should sleep," she says in the end.

"You were going to say something else," I tell her. She nods.

"Yes. But it is better for both of us that I did not."

"Will you do something for me?" I ask.

"What?"

"Don't lie to me. I know that… I know that this is weird. I'm in your bed. But just… you're being so kind and I don't want to take advantage of that. I want you to tell me what you actually think."

She purses her lips for a moment. "I'll make you a deal. I will not lie to you, if you promise not to lie to me."

I take too long to answer. I don't answer, actually. Not before she speaks again.

"What do you have to lie to me about?"

I shrug. "I lie to everyone," I say. "It's… better." I use her word. She notices.

"There are many things about me that nobody knows. I confess, I would have made the deal and still avoided telling you those. But I can still promise, for all intents and purposes, that I will not lie."

I tilt my head to one side. "Okay. I guess I can say the same."

She turns off the light and sits on the couch. It's abrupt, it feels strange.

"Goodnight, Emma," she says softly.

"Goodnight, Regina," I reply.

I wake up again a few hours later. This time I manage not to cause any disturbance; I pull on my shorts but end up keeping Regina's t-shirt - my shirt from the previous day has beer on it. I find a pad of paper by the phone and scribble a quick note, then creep out of the house. As I begin the long walk back to campus, I wonder if I've made a terrible mistake. I consider the note now waiting for Regina on her kitchen counter. After much deliberation, I wrote "See you Saturday". I'm worried she'll find it cheeky, I wish I'd said thank you or sorry or at least something to show emotion. But I've never been good at emotion and she doesn't seem to be either. I tell myself she'll get it. And then I look down at the stolen t-shirt I'm wearing. It's one of those shapeless ones you get at rallies and giveaways. Or in this case, running marathons for charity.

I breathe a sigh of relief as I creep into my dorm room to find it empty. M might skin me alive if she finds out I spent a night out of dorms and I don't tell her where I was. I hope she's having fun with David. I go to grab a shower but when I get back I can't resist changing into Regina's shirt again. It makes me feel close to her. I feel like there's a lot she's not telling me but I can't come up with any solid theories. I just feel sure that there's more to her life than what I know about. And of course, that's totally normal. But I wish she'd tell me more.

I decide to go for a run, despite just having showered, and reluctantly remove Regina's shirt in favour of my sports bra. I get to my beach in almost record time, then put myself through a torturous routine of core strengthening exercises. It's always been important for me to be strong. Not so much for the last few years, but the habit's been hard to break. And now I know that Regina runs too. I grin, enjoying the idea that she has stamina.

When I get back, M's home, fresh from the shower, glowing from a night of sickening adorableness (and so much sex it's not even fair) with her boyfriend.

"You're up early," she comments. She has a point. I'm rarely out of bed before noon, unless I have class or work.

"Had some energy to burn," I offer with a sweaty shrug. I grab my towel and head to the showers again. I vaguely remember Regina's bathroom. It was like peeing and puking in heaven. Dorm bathrooms are how I imagine prison, except worse because at least women in prison would be badass. College girls squeal. It's not cute.

When I get back M's holding my phone gleefully.

"You have a message from someone named Regina," she says, grinning wickedly. I thank all the Gods I changed my passcode, snatch my phone back, and check the message.

What I have in mind is a fair distance away. Is 8AM tomorrow too early? I will pick you up at your dorm. Wear comfortable shoes.

Shit, I say to myself. It's already Friday. Then I smile.

I'll make it.

I type "Can't wait," but delete the words again. I feel as if I have to hold something back. I can't tell her everything, I can't be too eager. Not when she's so… So professional. Yeah, so she had me in her house, she looked after me, but… It was like it was her job. Like she was refusing to get close to me.

Suddenly I'm mad. M notices; she raises her eyebrows.

"Not a good message?"

I sigh.

"It was a good message. She's gonna take me somewhere tomorrow. But… I don't know."

"Don't know what?"

"What I'm doing. What I want. Anything."

I vault up onto my bed and flop down on my stomach. M asks me something else but I don't even hear it, I just groan into my pillow as I wonder what to wear tomorrow. My hangover eats up most of the day; I crawl out of bed and away from Netflix to eat something in the caf for dinner. M's there with a bunch of other friends but I don't really talk. It's not that I don't like them, I just don't feel like I have anything to add. They're talking about awesome arty vacations they've taken. LA's the nicest place I've ever been. I smile and nod and eat my pasta pretending I haven't seen how it's made.

I wonder what Regina's doing today. Staying home and reading? But she doesn't seem the type. I wonder what I would do in her position. Smart, rich, beautiful... Okay, yeah, I know I'm not bad looking, whatever, and I have a brain, obviously, or I wouldn't be here. Regina and I aren't really so different. She's older, but age is just a number. And she has more money, but money doesn't mean anything really. I smile at this. There's no reason why she and I shouldn't be friends. I choose to ignore my desires that definitely extend beyond friendship. Friends. There's nothing wrong with a professor and a student being friends.

"What's on your mind, dreamy?"

I roll my eyes at Ruby, M's other best friend.

"Nothing."

Ruby studies Vet Med and has an aversion to clothes that cover more than 5% of her body.

"There can't be nothing on your mind. No one has nothing on their mind."

"Sure they do," I counter. "Like radio static. I can just sit here, auto-eating, and think about nothing. It's awesome."

This is technically true. I wasn't doing it just now, but Ruby really doesn't need to know that. I glare at M to make sure she knows what I was actually thinking about is not a joking matter.

"I'm never thinking about nothing. As soon as my head gets empty of other stuff, I start thinking about-"

Her smug smile and glance in the direction of a table of football players and cheerleaders says enough. M interrupts her.

"I wish I could think about nothing."

"Does thinking about books count as nothing?"

That's Belle. She studies literature.

"Only if they have blank pages," I decide. She smiles. I like Belle. She's quiet and she doesn't push people. She doesn't take shit, either, but she accepts you for who you are.

"I think it's just that Em has a guy's brain. Guys think about nothing all the time," Neal pipes up. Neal is undeclared, he does random courses like beer brewing and Greek theater. He asks me out about once a month.

"Wouldn't that make you gay?" Ruby asks him.

"What'd be wrong with that?" he says, smirking as we all laugh.

"I can't have a guy's brain. If I had a guy's brain I wouldn't have these." I point at my chest. Neal concedes with an appreciative nod.

"Do guys really think about nothing?" M asks.

"Oh, yeah," butts in Killian. He's not really our friend, but he hangs out with Neal because they sail together. He asks me out once a fortnight. But their rivalry just strengthens their friendship, largely because I have no intention of going out with either of them.

"Our brains are simpler than yours," he says, as if this is something to be incredibly proud of. "They're much better at resting."

I'm starting to wish that I did have a guy's brain. Especially after we leave the cafeteria and I'm lying in bed, totally unable to relax and go to sleep. I give up, finding a book and the head torch I use for running - I don't want to bother M with too much light.

The book's an old favourite, Carmilla by Joseph Sheridan Le Fanu. Gothic lesbian erotica. What a guy. Of course, being from 1871, the erotica leaves a lot to the imagination, but it's a short book, you can read it in one evening, and I love the old language and powerful female characters. As I read it, I find myself picturing me as the heroine, Laura, and Regina as Carmilla, the devastatingly beautiful (and evil) vampire. On a whim, when I finish the book I shove it in my backpack for the next day so I can lend it to Regina. It's not that well known; I have a feeling she'll like it. I wonder if literature could be a passion, but I don't feel passionate about the book. I just like it, I like that it takes me into another world that's very different from my own, I like that not everything has to make sense or be real…

With a sigh, I settle onto my pillow and force myself to do nothing, to fill my head with radio static and at least rest my eyes even if I'm not going to sleep.

I am outside.

I take a deep breath and count to ten, pretending I haven't been ready for almost an hour. I take one last look in the mirror, adjusting my ponytail and tugging on my blouse. It's white and frilly, it's actually M's but I know she won't mind. She takes my clothes all the time. It doesn't quite meet the waistband of my shorts. I don't know why I feel self conscious. Loads of my outfits show my stomach; I run in a bra for crying out loud! But this feels different somehow. I wriggle my feet in my sneakers (obedient for once) and grab my backpack, bounding downstairs and out of the building.

I can see Regina's car, the roof's up this time. I grin. I can't actually see if she's grinning back but I tell myself she is and stride over, trying to seem confident and comfortable. When I get in the car, I see how nervous she looks. I frown at her.

"What's wrong?"

"Nothing…" she lies. "Okay, I… I like to keep my private life private. I didn't want to let you down today, we're still going to go, but… If it's okay with you, the trip might have a third participant."

My mind is racing, trying to figure out who she wants to bring. A boyfriend? A girlfriend? Another student? I've never heard her stumble so much over her words. I remember I'm lucky to be with her at all, and in no position to oppose any of her plans.

"Of course it's okay with me," I say, going for bright and breezy. I flash her a smile. She gives me a tiny one in return, then pulls out of the parking lot and into the road, staring straight ahead.

"This is a long story," she says, biting her lip, "but I want to tell you."

I wait. I don't want to push her.

"I was married, when I lived in Storybrooke. It was a political thing, I did it partially to look good, I was fresh out of college and everything seemed to make sense. I wouldn't have been elected Mayor without Robin by my side. And he was a good man. And Robin and I had a son, Henry. For the first year we were a beautiful, happy family. But then Henry got sick. Robin seemed to… I later learned that there was another woman. But at the time it seemed to be all about Henry. He couldn't cope with the idea that his perfect boy was, in fact, not perfect. I hated him for it. And then Henry got sicker. Robin and I divorced, and I brought Henry here… He has to live in hospital a lot of the time. I visit him every day when he's there. I'm not allowed to spend the night. He's five now, such a trooper. I was with him yesterday, and the time I didn't answer the phone. He's why I'm so good at caring for people, I suppose. But he's better!"

Her face lights up when she says this, in fact, when she talks about her son. Her pride is obvious. Her story, or his, is nothing like what I expected, but when I think about it, it makes perfect sense. Even the cancer t-shirt.

"They told me yesterday that I can take him home today. Nothing too stressful, probably only a few nights - I have to take him back if there are any signs of deterioration. But… He's who I want to bring. I told him about you, he knows who you are."

"What does he have?" I ask, not wanting to be nosy but needing to know.

"Leukemia. We're almost there, the children's hospital… It's one of the best in the world, it's why I took the job - if I work for the university, his treatment here is covered."

I'm about to ask why she keeps him a secret, but I realise before I do that she doesn't. No one ever asked. It's kind of horrifying how little I know about my professors. I realise that I don't know if any of mine are parents. I don't know where they live, where they're from, what they like or dislike. I joke about thinking they're robots but that is how I treat them, it's how everyone treats them.

She parks behind the hospital and we get out of the car. I'm terrified. I love kids, I'm great with them, but sick kids… They just make me want to cry. I follow Regina into the hospital. She knows it well, she seems to know most of the members of staff by name. I stay silent, breathing in the disinfectant fumes and listening to the squeak of my sneakers on the polished floor.

Suddenly Regina stops and turns to face me.

"I was going to introduce you to him," she says abruptly. "Not today, but if it went well… He is my number one passion. My inspiration. I don't want you to think that we're only here by chance, or because I have to be."

I don't answer right away. I'm glad, though. I'm glad she wants me to know her.

"I'm very happy to be here," I tell her. "And I know you don't want to hide him away. You want to keep him safe."

She nods. Then her eyes narrow.

"If you breathe a word of this softer side of Professor Mills to any of your classmates, there will be hell to pay," she says sternly. I just grin at her.

We walk again, side by side now. I feel slightly less nauseous than a few minutes ago.

The children's ward is painted a cheerful yellow, with pictures and posters covering the walls. I'm still looking around when a cannonball dressed in a hospital gown and a blue bandana charges into Regina screaming "MOMMA".

Regina lifts up her child, holding him close. He's small for his age. He peers over her shoulder at me.

"You're Emma," he says, narrowing his eyes exactly like his mother does.

"And you're Henry," I respond. We both assess the pros and cons of the other being present on our day with Regina. The pros win on both sides. I'm quite relieved.

Regina sets Henry down on a hospital bed in a corner which is clearly his. There are a lot of books. I approve. Also on the bed is a bulging blue backpack, and a blue plush dragon.

"Jet," Henry says by way of introduction. "Momma, can we go now?"

Regina opens the little closet and takes out some clothes.

"As soon as you're dressed, dear."

Henry rolls his eyes.

"I am dressed."

"Dressed like a normal," Regina amends. Henry scrunches up his face as if in disgust. Regina echoes this. I wonder what the joke is.

"Normals are much more boring than people like Henry, don't you think?" Regina whispers. I catch on.

"But wait, doesn't that make us normals?"

Regina chuckles. "Not me. I have gowns, for when I stay here longer than a few minutes. I guess the jury's still out on you."

"The way we dress can't be the only way we're defined," I say teasingly. Regina laughs.

"Honestly it's mostly about Henry's approval."

Henry struggles into some shorts and a t-shirt. I see that he has a central line neatly taped to his chest. He catches me looking.

"It's so they don't have to stick me with needles," he informs me. "You should get one."

I decide that I love this kid.

"I don't think they'd let me," I tell him.

Regina helps him get his shoes on. A nurse brings us a wheelchair. It's not a hospital one. It has dragon wings on the back. Henry gives it a glare.

"I can walk," he says firmly.

"I know," Regina says. "But imagine how the chair would feel if we left it behind! It wants adventures too."

I dump the bag in the chair.

"High up carry?" Henry asks Regina pleadingly.

"I thought you said you could walk," she jokes.

"I can. That doesn't mean I have to."

"You're getting too big for this," she continues. Henry makes huge puppy eyes.

"Momma, I have cancer," he says, horribly serious. She raises her eyebrows, then catches my eye.

"He learned that from the other children here. Henry, it's not nice to do that, even if you're joking."

Henry looks guilty. Regina taps him on the nose and lifts him onto her shoulders. He tugs her hair.

"Forward, Momma-Dragon!"

Regina checks with the nurse that it's alright for us to leave, then heads out of the hospital. I push the wheelchair, trying to make it look super fun. It's actually not that hard. We get back to the car and Regina expertly fits the wheelchair and backpack into the trunk. The woman must be a master at tetris. She straps Henry into the middle of the back seat so he can see what's going on, and together they decide it's hot enough to put the roof down. Regina passes Henry some sunglasses; he puts them on and pouts like a pro.

It's the last straw. I start laughing hysterically, my whole body shaking with it. It's the surprise, the bizarre, awful, wonderful situation. I'm sitting in a sports car with my professor and her terminally ill child, being handed superstar sunglasses about to drive off on an adventure. I don't even know where we're going. Regina seems to detect a hint of the manic in my laughter. She turns to me, then rests her hand on the side of my seat so her pinkie brushes against mine. Her touch calms me, it's inexplicable, I just… I settle into my seat and into easy conversation with mother and son. With Regina as my anchor, I actually feel like I belong there.

A/N: Please let me know what you think! I know you might not have been expecting Henry, but he's always explained Regina and brought out her softer side, and I think he helps both Regina and Emma grow, and grow together.