Regina slowly opens her eyes, noting the moonlight streaming through the blinds. She goes to roll over, stopping when she realizes Emma's arm is wrapped around her waist, pulling her back against the warm body, their legs entangled. She smiles and suddenly becomes acutely aware of what woke her.

Emma pushes down the collar of Regina's silk pajama top and lays soft kisses along Regina's neck and the little exposed patch of her back she can get to.

"You're supposed to be sleeping," Regina says, running her hand up and down the arm draped across her.

She feels Emma smile into her neck, obviously proud that she managed to wake up Regina. "That got boring."

"Oh? And what else do you have planned?"

Emma shifts back, rolling Regina on her back. She looks down at her, biting her lip, before ducking her head for a kiss.

Deepening the kiss, Regina puts her hands on Emma's back and pulls her down flush on top of her, letting Emma settle between her legs.

One hand fisted in Regina's locks, Emma's other hand slowly trails over Regina's torso, just barely avoiding her nipples.

Regina runs her hands down Emma's back and cups her ass, pushing Emma's hips down into hers. They both moan at the contact. Regina opens her eyes, she shoots up a hand between them, pressing Emma's face back from hers a bit.

Emma furrows her brow and waits for Regina to say something.

"We should wait."

Emma shakes her head. "I'm tired of waiting."

She kisses Regina again, immediately requesting access which Regina denies. Emma moves her hand up, cupping and squeezing Regina's breast. The unexpected moan lets Emma deepen the kiss.

Regina responds to every roll of her nipple and every drive of Emma's hips.

Emma kisses her way from Regina's lip to her neck. Nipping at her pulse point, then dragging her tongue to Regina's earlobe, Emma takes the lobe between her teeth and husks while driving her hips forward, "I want you."

"I want you too," Regina responds, breathy. Her nails drag down Emma's back as Emma sets on a mission to kiss every inch of Regina's neck.

They hear footsteps in the hall. Regina chuckles at Emma's growl. "I swear, if that boy steps in here right now, I'll- I'll turn him into a toad."

Regina rolls her eyes. "No need for empty threats, dear." She waves her hand and the door disappears.

The footsteps stop for a moment, likely shocked at the new wall, then continue.

Emma kisses Regina's neck. "What's that kid doing up anyways?"

Regina runs her fingers through Emma's hair. "He probably never ate and realized he's hungry."

"I'm hungry too."

"Seriously?" Regina says, not hiding her irritation.

Emma bites her lip. "Just not for food." She drops her hand, cupping Regina's core, and smiles at how Regina's back arches off the bed and she can't fight her moan.

Emma slowly walks her fingers up Regina's torso then starts making quick work of the buttons of her top, planting a kiss at each new exposed portion of skin.

Halfway through the buttons, Regina groans and grabs Emma's hands. "Stop."

"What?" Emma's mouth hangs open, too focused on what lies beneath that shirt.

"Emma, we can't do this."

"No, we most certainly can." Emma leans down and runs her tongue over one of Regina's nipples through the thin shirt.

Regina bites hard on her lip and fights not to let her body react, but it's not enough, and Emma notices.

Emma smiles and starts working on the buttons again. She releases the last button and slowly lets the shirt fall open. When Regina's breasts are finally exposed, she can't help but stare at them for a moment before dropping down, taking one into her mouth and teasing the other with her palm and fingers.

Regina grips Emma's hair at the back of her head and pushes Emma down against her breast. Her breathing increases, and she starts moving her hips involuntarily.

Emma switches to give the other breast attention and runs a hand down Regina's stomach. She slips her hand under Regina's waist band, dipping a finger into her wet folds. She moans at how ready Regina is for her.

At that instant, Regina pulls Emma's head up off of her and yanks the hand out of her pants. "Stop."

Emma tries to dip her head back down, but Regina grabs her face, forcing her attention. "Stop."

"I don't want to," Emma responds quickly, trying to kiss Regina.

Regina pushes her back, sensing the movement. "You have to."

"Why?" Emma huffs.

"Because I asked you to."

Emma groans and drops all of her weight down on top of Regina, sighing and grumbling into Regina's chest. Her head is perfectly between Regina's breasts, and Emma just secretly hopes Regina lets her stay there.

Regina rubs Emma's back. "This is for the best."

"No, it's not," Emma complains, her words muffled against Regina's skin.

Regina chuckles. "You'll thank me later."

Emma looks up. "No, I'm almost positive I won't." She studies Regina's face. "Do you not want me?"

"Emma, I think you can tell that I want you."

She lowers her head again. "Yeah, physically. But that's cause I'm sexy and shit."

Regina hums. "That you are, dear."

Emma wraps her hands under Regina's back. "Do you not want me though?"

"Emma," Regina tries to move Emma's head up to look at her, but Emma just tightens her hold. "Emma, I love you as a person, not a body. Your body just happens to be a nice benefit to go along with your sparkling personality."

Emma releases a long irritated breath against Regina's chest, tickling her skin and causing her to giggle. "You're cute when you giggle."

Regina stops. "I do not giggle."

"Do to," Emma responds, planting a kiss on the skin beneath her. "And it's cute."

Regina runs her hands through Emma's hair and watches her for a moment. "I'm sorry that I stopped us."

"Me too," Emma states loudly.

"I think it's for the best."

"I highly doubt that, but okay."

Regina tries to get Emma to look up again, but it's no use. "Listen to me, Emma. Today was such a roller coaster of emotions, and you still don't honestly trust I feel about you. How is rushing our intimacy going to improve any of that?"

Emma shrugs. "I slept. I thought. I feel better." Emma finally lifts her head. "So kiss me."

Regina leans forward and captures Emma's lips, but before Emma can press any further, she leans back again. "I will kiss you all night. I will even lay naked with you. But we are not having sex tonight."

Emma sits up and buttons Regina's top. "There is no way I am letting you lay here naked if I don't get to touch you. What kind of evil is that?"

Regina smiles and pulls Emma down into a kiss. "Then just hold me."

Emma scrunches her face then plops down on the bed next to Regina. "Fine. Come here, tease."

Regina swats her chest. "I am not a tease."

"Could have fooled me." Emma laughs when she gets an even harder swat. "Just get over here already." She wraps her arm around Regina and tugs her close until Regina's head is in the crook of her neck. "Your boob is poking me, and all I want to do is touch it."

Regina presses closer and shushes her. "Go to sleep."

"Tease," she mumbles before closing her eyes.