A/N: Please see chapter one disclaimer and info. Also, author's notes at the end of this chapter for the song mentioned in the story.

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When the pizza had been eaten and a small serving of salad consumed by them both so nobody got yelled at for skipping vegetables, Emma and Henry had talked and laughed and watched TV. Regina had not come down from her bath.

Henry had explained to Emma that his other mother was tired and seemed off today. He had been careful though not to mention the crying or the burned chicken. Emma had tried not to be obvious, but Henry had seen her looking toward the stairs more than at the movie they had chosen. But if she wondered about Regina's continued absence, she never mentioned it and for that Henry was glad.

Finally, Emma had hugged her son tight and kissed his temple. He was too tall for her kisses on the top of his dark hair anymore. Goodnights were said and Emma stepped off the porch but stopped and looked back at her son.

"Is your mom… I mean, did she say anything about me getting married?" As she spoke, Emma shoved her hands into her back pockets like she often did.

"Um, no?" Henry said as more of a question than a statement. He didn't like lying but Regina had made him promise not to tell.

"Kid." Emma quirked an eyebrow.

"Yeah, she did but she made me promise not to tell. I'm sorry." Henry's shoulders drooped with his confession.

"It's ok. I sorta thought she might. Did she seem...okay? See when I told her she seemed happy for me but, I dunno. It just felt off. I know you said she was tired and having a bad day and all but I just wondered if maybe she was upset about the proposal. Did she say anything?" The look of fear, sadness and hope mixed in her eyes wasn't one Henry had expected.

"Um, not really Ma. I think she just worries when you get married maybe things will be different between you." Henry shrugged. That was what she had said.

"Did she say that?" Emma stepped back on the porch at his words. "Maybe I should go up and talk to her."

Henry's hand flew up in a near defensive pose. "Oh, no. You can't tell her I told you that. I'd be dead. Just maybe make a point to include her so she doesn't feel like… I don't know… abandoned. You're her only friend she said. I guess it scares her maybe."

"Abandoned?" Emma looked past Henry toward the stairs again like she was debating pushing past him and going upstairs anyway. "Well, yeah, I get that. I'll be sure not to make her feel that way. Thanks for telling me, Kid. She's…" Emma looked down at her boot scuffing along the edge of the doorway. "She's my best friend."

Henry stood observing his blonde mother for a moment as she seemed to be preparing to say something more. Her mood changed near instantly as she looked up at him with a broad smile.

"Tell her thanks for the pizza. It wasn't as good as her lasagna but… mmmmm, pizza." She waggled her eyebrows at Henry and rubbed her belly for emphasis.

"I'll tell her. Goodnight, Ma."

"Goodnight, Kid."

Henry watched Emma walk to her bug and drive away before he shut the door. He had hoped his time with Emma would help him shake free from his confusion with Regina's behavior but somehow he felt more confused now than ever. Women are weird.

~ (SQ) ~

Henry lay in his bed wide awake. He glanced at his clock. It was 1:48AM.

After Emma had gone, Henry had played a couple video games and waited for Regina to come down for a slice of pizza, or to check his homework was done, or to be sure he hadn't set the house on fire. She had never come down. He'd shut off the TV and put the leftovers away in individual containers after packing some pizza for his lunch and salad for Regina's.

At about 11:30pm, after loading the dishwasher and checking the doors, Henry had shut off all the lights and headed up to his room. He had stopped at his mother's door but it was so quiet he hadn't knocked. She had said she was tired, so maybe she was asleep. Remembering to brush and floss just in case she asked, Henry had finally fallen into bed and a restless sleep just before midnight.

But now, he lay awake listening to sounds coming from his mother's room. He could barely make it out, but is sounded like music. She definitely had a song on repeat. He debated going over to see if she was ok. But somehow he felt like he was eavesdropping on a private conversation. Then a moment ago she had begun to sing along quietly.

Curiosity won the moment and Henry crept to his own door and silently opened it. Padding softly down the hall, he stopped just before her door. He could make out a few words now. His mother's voice was sweet and sad as she sang.

"…you are a beautiful child and I am a fool once more…"

Then a long moment of music and words just beyond his grasp.

"…your eyes say yes but you don't say yes…"

Regina's silky voice seemed strained now. But the music played on, indecipherable from his spot so he eased closer to her door.

"…I'm not a child. I will do as I'm told. Even if I never hold you. I wish that you were mine. I wish that you were mine…"

When he was little boy, Regina's voice had sung silly songs and lullabies to him. She had sung along with the radio and he'd heard her singing many times in the kitchen while she cooked. She didn't sing in front of anyone but him. She felt like her voice was not that good but to Henry, her tone was smooth and rich and she never sounded off key. Her voice always made him smile when she sang because of the sweet memories attached.

But tonight her voice made him sad. Not just the lyrics she was singing, but her voice. It was heavier than he'd ever heard it. And it sounded wet. There was no other way to say it. Her voice sounded like maybe she was crying. And that made Henry sad.

Indeed he was so sad that he didn't think twice about knocking gently on her door. So sad that he didn't consider perhaps she wanted to be alone or that he would be invading a private moment. He simply raised his fist and rapped three gentle knocks, just loud enough she would hear him over the music.

"Mom?" Henry waited. There was only the sound of the music. "Mom?"

The music stopped suddenly and he heard his mother's voice a few moments later. "Come in, dear."

Henry took a deep breath and turned the handle on her door. Slowly he pushed the door just wide enough to slip in and closed it behind him as if someone else would be lurking about and overhear them. His mother's room was dimly lit by a single lamp on her bedside table and the dying glow from her fireplace. But her bed was still pristine. She had not been to sleep yet.

Instead, Regina was sitting across the room on her chaise in gray silk pajamas, her robe cinched loosely around her waist. She sat up straight and raked her fingers through her hair under his watchful gaze and placed a shoe box on the floor by her feet. A bottle of wine and a near empty glass sat on the table close to her. Henry considered his mother's face and decided the bottle was probably empty.

"Did I wake you? I'm sorry. Come. Sit with me." Regina patted the vacant place by her on the seat.

Henry stepped quickly to his mother's side and sat down. In a moment she pulled him into a tight hug. When she released him they sat side by side in silence for a moment, her arm still draped about his shoulders. Finally, his mother dropped her head heavily upon his shoulder and sighed.

"Henry, my handsome prince. Promise me something." Her voice was quiet, almost a whisper.

"Sure, Mom. What is it?" Henry leaned his head over on top of his mother's still resting on his shoulder. She never sought out this kind of affection. That fact alone frightened him into remaining still beside her. Something was wrong and he was going to find out what before he returned to bed.

"Promise me… when you fall in love with someone—far in the future. You're too young for that now-" Regina sat up and looked him in the eyes at that and smiled a tiny, sad smile. "But much later, when you meet someone and fall in love, tell them. Tell them how you feel. Don't wait."

"Um, ok. I'll tell them." In an instant, as if by divine intervention, Henry knew what was wrong. And the knowledge was both shocking and obvious at once.

"Tell them that you love them." Regina had kept talking despite Henry's response. She had placed one hand firmly on each of his shoulders and looked him straight in the eyes. "No matter what other people say or how frightened you are. This is important. Are you listening?"

"Yes. I'm listening." And I hear so much more than you think. Oh, Mom.

Regina released his shoulders and picked up the wine bottle. Henry was right. As she turned it upside down over her glass, only a tiny trickle escaped. Regina giggled a bit and swirled the small amount of dark liquid around in the glass before drinking it all in a very unladylike gulp.

"See Henry, love—true love—is magic. It's powerful. It's wonderful. But… but there is nothing more painful than losing it. I can't lose it again. I can't. When I lost…" Her eyes looked far beyond Henry as she leaned back on the chaise. "Well, when Daniel was taken from me, it caused me to become someone I wasn't. I know, I know. That's all past now and I don't regret it. No, I don't. It brought me you. It brought me—"

She stopped suddenly and looked at her son as if she saw him for the first time in her room tonight. "Oh sweetheart. I've woken you up. I'm sorry. I didn't mean to disturb you."

"It's ok, Mom. I just wanted to be sure you are ok. Can I—I mean, is there something you need? Something I can do?" Henry's heart was breaking in her chest. His mother had clearly had too much to drink but the raw, vulnerable look in her eyes was overwhelming and real.

"Do? My little prince, trying to save his Mother. No dear. There isn't anything you can do. But thank you for wanting to. That means everything. You know I love you, don't you?" Her eyes were brimming with tears now, but the pinked rims said she had already been crying quite a bit.

"Yeah. Of course. And I love you. And this… whatever this is that is upsetting you—I know it will be ok, Mom. You just have to believe." Henry pulled up his most hopeful smile.

Regina sniffed at her son and looked away. "Just believe. You really did get a big dose of that Charming DNA, didn't you? I wish it were that simple. But… now it's time for bed. You should get some sleep."

Regina stood now to lead him to her door but stumbled over the shoe box on the rug at her feet. She regained her balance and composure, but not before dumping the box on the floor. Henry dropped to his knees and began picking up the odd collection.

"What is all this?"

"It's nothing. Just leave it. I'd really like to be alone." Regina reached trying to extract the box from her son's hands.

"In a minute. What is this?" Henry held fast to the box.

"Henry. Please. Leave it alone. Leave me alone. I can't talk about this now. Not with you. Just don't." Regina was no longer teary eyed. No, she was crying at full force though Henry was sure she was unaware.

Looking into the box, Henry called out an inventory of the contents. "Matchbooks from the Rabbit Hole. Receipts from Granny's. Movie stubs. Root beer bottle caps. A torn beanie. And pictures of me and Ma, you and Ma… everyone and Ma. Mom! What is this?!" Henry's voice rose as he went on.

"Henry Daniel Mills! I think you need to remember to whom you are speaking. You will not raise your voice to me in my own damn bedroom. What that is… is none of your business." He'd pushed too hard. She was no longer crying but pushing back. "I think you need to go to your room."

Henry stepped back away from his mother, further away from the door. He had no intention of leaving until she told him what he already knew. "No. We need to talk about this."

"There is nothing to talk about. That is just a box of worthless junk." Regina crossed her arms over her chest looking every bit the pouting five year old.

"Worthless junk? Then I guess I can just toss this out then." Henry stepped to the fireplace and held out the box. He was bluffing but he knew his mother would stop him. If I'm right…

"No, Henry! Don't!" A faint purple cloud drifted across Henry's hands and the box was gone. He turned to see his mother clutching it to her chest like an infant.

"Well, I guess we know it's worth something, huh? Now just tell me. I know, Mom. So just say it." Henry stood defiantly before his mother.

"Say what? What do you think you know?" Regina shook the box toward him now. The alcohol and obvious grief were fueling her anger and loosening her tongue. "Do you know that this box holds a matchbook from the first time Emma invited me to a girl's night with her friends? Or a matchbook for every single time we got drinks together after that? No, you don't. Do you know I've got receipts from lunches and breakfasts and cocoas and bear claws and… Or movie tickets from family movie nights? This one is soaked in fake butter where she dropped it in the popcorn box by accident. Tell me, my smart young man, what do you think you know?"

Henry stood speechless as his mother began to pace and tremble. Her voice had risen in pitch and volume. She looked like she was on the verge of an emotional breakdown.

"Or this stupid hat?" Regina was running her hand along the inside of the beanie, searching for the torn place. She wiggled her fingers out the hole a moment and then brought it up to her face, inhaling deeply. "It still smells like her."

"Mom, stop. I'm sorry. I just wanted you to talk to me about this. If you love Emma, why haven't you told her?" Henry held out his hands and approached his mother like a cornered animal.

"Love her? You think I love her? Oh no, Henry. I don't love her." Regina sat heavily down on the foot of her bed and dropped her head into her hands. Her voice was muffled by the beanie she still clutched to her. "I don't love your mother. I adore her. I ache for her. I need her like the air I breathe. I cannot imagine my life without her. And the thought of her never loving me, never looking at me and seeing how I feel—" Regina gasped suddenly and looked up at her son.

"Oh Henry! I shouldn't be saying these things to you. I'm sorry. I'm tired and upset and very drunk. Please don't tell her. Please." Regina reached out and clasped her son's hands in her own quaking ones.

"I won't. But why haven't you? If you love her, why haven't you told her?" Henry genuinely didn't understand why someone in love didn't speak up.

Regina laughed at her son's simplicity. "Because, she could never love me Henry. Not after everything that's happened. I'm lucky she considers me a friend, let alone… something more. But as long as I only think that and don't know that, I can pretend. But if I tell her… if I say it out loud and she tells me that I'm crazy or delusional or that she doesn't feel the same… Can't you see? Knowing for sure would destroy me."

Henry furrowed his brow at his mother. He did not understand. If love was such a powerful force, its own special kind of magic, why wouldn't it work out? How could she think Emma didn't love her back?

"I suppose I seem foolish to you. You have such a hopeful heart. But I've lived my entire life—two lifetimes—believing that love is weakness. Knowing that everything, everyone I love winds up getting hurt. You are the only good thing I have ever loved and I nearly lost you. Why should I hope and trust and risk… risk my own heart or hers? No. I can never tell her. Besides, she loves the pirate. She's going to marry him. He is her happy ending. And I'm a villain. No matter what good I do. I'll always be the villain. I'll never get my happy ending. All I've got of her is in this box. Movie stubs, matchbooks… pictures."

"And me." Henry said squeezing gently on her hands.

"Yes. And you my dear, sweet son." Regina smiled at him. "And you are enough."

Henry sat beside his mother for a moment on her bed. Mother and son together, each lost in thought.

"Now, it's getting late and we both need some sleep. So, off to bed now. Goodnight, my prince." Regina kissed her son gently on his forehead.

"Maybe I can lay here with you for a few minutes?" Henry looked away, embarrassed to ask this of her.

"Of course. But then, off you go." Regina slipped under the covers and flipped off the light.

Her teenage son laid on top of the blankets beside her, his presence calming her. In a moment her breathing was even and deep and Henry knew she had fallen into an exhausted sleep. He eased off the bed and to the door. Turning back he whispered goodnight.

"I love you, Mom. And I know Emma does too. She just doesn't know it yet. Everything will be ok tomorrow. I promise."


A/N: The song featured in this chapter is "Beautiful Child" by Fleetwood Mac. Please take a second to listen to this haunting song on youtube. The original studio version is best.