A/N: This next chapter is Emma's POV as well, but don't worry, Regina's POV will be written in chapter 38. Happy reading! :)

Chapter 37: Emma

After my heavy conversation with Audrey, things seemed to calm down a little. I don't think she fully understood my reason as to why I wanted to start taking things slow, but at least I had accomplished in her realizing that she was moving a little too fast. Audrey had even agreed to slow things down between us, which I was grateful for. Of course, in the end, that wasn't what I wanted.

What I wanted was walking into the room, looking absolutely stunning in her jeans and purple flannel shirt. Regina looked so collected as she joined us back into the living room, I often wondered how in the hell did she do it, to put on this mask and make it seem like she was perfectly fine when I knew the exact opposite was happening. Regina was truly a woman to admire. And seeing her walk into the room, as beautiful as ever, it only made me confirm my love for her was beyond real.

"Are- is everything… Okay?" Regina's eyes look to Audrey, then to me, waiting for an answer from either of us.

"Yeah." Audrey's eyes are one, looking at me questionably as if she doesn't believe that everything is okay. Things did feel a little off between Audrey and myself. But that was to be expected after a fight, right? Not to mention when my feelings have changed.

My eyes turn on Regina, letting her know somehow that things were as okay as they could be. I could see the relief in her features. I turn to Audrey next and simply nod.

Audrey flashes a little sad smile my way. "Everything's fine, mom." She turned to Regina, who smiles at her with a bit of sadness of her own. "Emma and I talked and…" She looks at me again. "We agreed that we would take things a little more slow."

I could see the jealousy radiating off of Regina's eyes, like flames. Everything was not fine. The way I saw it, things wouldn't be a hundred percent fine until we returned to school, and I was finally able to break it off with Audrey permanently to be able to seal a relationship with Regina. But, it's like my mom's always told me, 'good things come to those who wait.' And for Regina, I was willing to wait as long as it took.

The end of summer would be here before we knew it, anyway. The only con-part about that was that I would have to go back home- which I missed, yes- but, I would miss Regina so much more.

"Well, that's just…" Regina's voice snaps me out of my thoughts as I blink. My eyes focus on the forced smile stretched out on Regina's lips. "That's wonderful, dear. I told you everything would work out." She said.

Audrey then rushes over to Regina and pulls her into a hug that I can see, by Regina's expression, it takes her by surprise. But Regina is always there to hug her daughter back. Like I said, a great mother. No matter what happened, even I knew Regina would always be there to pick up the broken pieces for Audrey anytime she was needed.

I clear my throat, feeling a knot form right at the back. It aches as I swallow. "I think I'm gonna go for an extra run. I'm going to go upstairs and change first." I announce. I need the run.

Audrey quickly breaks free from her hug with Regina and leans more toward me. "I'll come with you." She says, "I have to gather up some clothes to shower after I've had some much needed food in my system. I'll need one of Sidney's teas to cure this hangover." She looks over to Regina who smiles.

"I shall ask Sidney if he can prepare one for you." Regina reaches for Audrey's shoulder, giving it a gentle squeeze as she walks past us. Her eyes take one last glance my way before she disappears in the direction of the kitchen.

How did Regina and I get here?

How did our friendship become an attraction so strong that it clashed in such an unexpected way, that weighed heavy in both of our chests that morphed into- what did Regina call it? A Forbidden Temptation.

"You coming, Em?" Audrey asked, pulling me away from my thoughts.

I blink as I look up at Audrey, who was already mid-step. "Yeah." I followed Audrey up the stairs, step by step. My hands grabbed onto my jacket that I quickly peeled off of my body once we reached the bedroom. I toss it onto the made-up bed. "What?" I find Audrey staring at me, questionably as I am about to reach for my suitcase to pull out a pair of sweatpants.

Audrey took two steps before me, her eyes never leaving mine. "We are okay? Right?" She asked.

My brow creases deeply, "Mhm." I nod, unable to produce a single yes response. Audrey took one final step before me, and her arms didn't waste any time in wrapping around my figure. I stood still, but eventually, my arms willingly held onto Audrey.

That's when I felt it. That things weren't just different anymore. Things were expired. And I think at that moment, Audrey knew it, too.

"Then why doesn't it feel like it?" Audrey's question is blunt; my heart accelerated inside of my chest.

"I just need time, Audrey." I murmur, my eyes never leaving Audrey's. I know it doesn't make sense now, but sooner or later, it will."

I couldn't read what was behind Audrey's eyes to the full, but I could see she still didn't understand my change of heart. "You know, when I was a little girl, and I was afraid of a monster being in my closet," Audrey flashed a sad smile that I equally returned to her as I listened to her story. "My mom used to say to me that I should voice whatever scared me out loud, and that by doing so, it would make it disappear. As if it never existed. Everything would be better and I would be happy again."

By staring into Audrey's eyes and hearing that insecurity mask over her voice, I could hear Audrey's fears loud and clear. It made me swallow down another lump in my throat that burned on its way down this time.

"Well, I'm afraid that things will change so drastically between us… So much, too soon that… You'll stop loving me."

If only I could make her feel secure that nothing would change between us. I hoped nothing would change, except the fact that we would no longer be a couple anymore. I still cared for Audrey, and I wanted her to remain in my life as she was Regina's daughter. She was important to Regina; therefore, she was important to me.

"Audrey," I take Audrey by the hand and bring the back of her knuckles up to my lips. But that gesture was no longer as her girlfriend- but as a friend. "I'm never going to stop loving you." I said truthfully. Maybe not the way Audrey would like to hear it, but I meant it.

That was the best I could do for now. Because Regina was right, once again. Audrey would not understand. But that didn't mean Regina and I would stay a secret forever. We just needed time to give Audrey time to process the break-up once it happened. And once the opportunity presented itself, I would cut the root of that situation to the quick.

I grunt as I feel Audrey's arms pull me into such a rough hug, our bodies collide with one another. Then, Audrey's lips press along mine in a few peppered kisses that I don't exactly respond to but I am grateful for. I was grateful the kiss hadn't been more in a passionate manner, when those kisses were only reserved for Regina now.

Once again, I know how harsh that sounded, but it was the truth.

"I love you." Audrey smiled. Her arms lazily resting along my shoulders.

"Go on, go shower and eat something." I smiled in response, feeling awful that I couldn't even say that I loved her back whenever she said it. "It'll do you good. I'll be back in a little while."

"You better." I return Audrey's grin as she grins, and Audrey presses her lips against mine in another quick kiss before she gathers up clothes and enters the restroom. The thud as the door shut allowed me to release a sharp, trembling breath that I had been holding, and that ached on its way out.

I needed that run now.

I ran my usual miles. Only difference this time was I ran not only until my legs went numb, but my lungs ached from lack of oxygen. I didn't end my run until I reached the house, placing my hand along one of the tall hedges for support. I could feel my eyes sting, but that wasn't due to drops of sweat going into my eyes, but because my eyes were begging me to cry.

To my surprise, I see Regina making her way out of one of the double front doors of the house, her eyes trained on me as she walks up to me. My heart begins to accelerate inside of my chest at the sight of Regina, other than because of the marathon I had just forced myself to run.

"Audrey's asleep." Said Regina, nodding over to the house.

My eyes soon fall along the keys in Regina's hands. "Are you leaving?" I ask, stating the obvious.

"For a little while." Regina's voice is soft. She looks down at her keys before nodding.

"Where are you going?" I ask.

Regina chuckles, "I don't have the slightest idea." Her eyes lock on mine, and it stops my heart. "I just-"

"Need to get away?" I finish Regina's sentence, seeing the answer shine in her eyes. "I can understand that." I nod. "I was thinking about going away for a while myself; clear my head. After I showered, of course."

Regina nods. Her eyes speak a language to me that only I can understand. Regina wanted me to join her wherever it was she was going. She didn't even have to say it out loud for me to know that's what she was asking me to do. Gladly. I would go to the ends of the Earth with Regina. Anywhere she wanted to go. With that being the understanding between us two, I nodded and quickly headed into the house for a quick shower and fresh pair of clothes.

I enter and my eyes fall on Audrey's passed out form, her back to me and moving slowly up and down with each breath she took. She wouldn't be up for hours, and I imagined Regina would have already informed Sidney she was going out. I quietly gathered a fresh pair of clothes out of my suitcase and headed into the restroom for a ten minute shower. Ten minutes. That's all it took me to get ready and head back outside where Regina patiently waited for me by her Mercedes.

Once we both mounted her car, Regina in the driver's seat, I looked at her after buckling my seat belt. "I know a spot where we could go." I offer, remembering the hill overlooking the city that August took me to.

Regina gives me another nod and she turns on her ignition, her engine roaring to life. She backed out of the driveway and we drove on.

We're parked along the cliff, the sun shining down on us. The wind that blew past us was warm, but not hot enough for us to grow tired of it. Regina managed to find a spot where we could be provided with a bit of shade to shield us from the sunlight. Being here with August to talk things over helped me clear my head way more than I thought. Maybe it could offer the same peace of mind for Regina. Or we could just sit here in silence, if that's what Regina wanted.

"It's beautiful up here. Very peaceful." Said Regina, her eyes squinting as a ray of sun strikes her eyes for a minute as she looks over the city.

"Especially at night. It's nothing like the Orchard, but it helps you think if that's what you need." I glanced in Regina's direction exactly when she brushed back a strand of hair that the wind stubbornly blew in her direction. It was longer. "Your hair is growing back fast." I said.

Regina just looked at me in silence.

"Are you thinking about cutting it again?" I ask. Her hair wasn't overly long. The tips were a little above her shoulders, but not quite passing them yet.

"Why?" Regina's head tilts. "Did you like it better when it was a little shorter?" She asks.

I smile, "I love it anyway you wear it. You always look beautiful to me, you know."

Regina's chest rises and falls slowly as she inhales and then exhales equally slowly. Almost calm. Her gaze turns back to the city below us. All I can do is look at her in silence, take in her beauty. I can see her deep in thought, I know she wasn't used to compliments, but with me, that would change, because I would make sure to always tell her how beautiful she was.

"What will happen now, Emma?" Regina's eyes find mine, as if searching for the answer inside of them. "What will your relationship with my daughter be like now?"

"I don't know," I shrug, answering truthfully. I didn't know what type of relationship Audrey and I would have, but I knew it wasn't a romantic one. I look away from Regina's eyes for a minute to take in the view of the city. "I don't wish to hurt her anymore than I have to."

"But someone always gets hurt. No matter what happens, either you, or me, or Audrey- we'll all get hurt." Regina's eyes lock into mine again. Deeper this time.

"Yeah." I inhale and exhale sharply.

"You love her." Said Regina, and I wiped away a single tear that I can no longer hold back. I nod.

"Thing is, Regina…" I look down at my hands, no particular direction as I chuckle. "I do love Audrey," my eyes find Regina's again. "Just not the way I thought I did. And believe it or not, that's been weighing on me, right here," I place my hand over my own heart. I clutch so hard to my shirt, my knuckles turn white. "Life is one cruel joke, huh?" I shake my head. "I come here to enjoy a summer with someone sweet like Audrey, and believe me, in our time, I did feel affection for her, but who knew the one to make her way under my skin, to slowly crawl her way into my heart- would be her mother?"

I needed to get that heavy weight out of my chest. And it worked. One look at Regina and it worked. I did feel bad for saying this to Regina, given that she was Audrey's mom. Not exactly something you want to say to the parents, right? But if anyone would understand how I felt, I knew it would be Regina.

"Have you always liked older women?" Regina grinned, to my surprise, and that grin was enough to lighten the mood. So much, I chuckled.

"No. You're my first." I sigh deeply and lovingly at Regina as my eyes remain on her. I must have looked so pathetically in love. "But it doesn't scare me, you know. I mean, you and I are… Fifteen years apart now." I shrug.

"God, Emma," It's Regina's turn to chuckle and shake her head. "You make it sound like it's the most normal thing in the world."

"Because it is."

"Really?" Have any of your other friends ever experienced an attraction for any of their other friend's mother's? To yours?"

"No." She got me there. My nose scrunches up at the thought of August or any of my other friends crushing on my own mom. It actually brings a smile to Regina's lips. "But my friend August would gladly murder me just to be up here with you right now. You made quite an impression on him."

Regina scoffs, "I can't believe I would ever make an impression on anyone."

"You did on me." My eyes lock on Regina's as they find each other once again. "Gina, you have to believe that, I never expected any of this to happen between us."

"Of course not, Emma." Regina's brow furrows. "I certainly didn't expect it." She chuckles and shakes her head.

"What is it?" I asked. I could see something else lingering in her mind.

"Leopold is a very jealous man, Emma." As our eyes locked again, I could see the fear linger in Regina's eyes. "He's quite possessive of what belongs to him."

"I won't let him hurt you again." There's promise in my voice, even through my frown.

Regina scoffs, "You can't protect me forever, Emma. You'll have to go back to finish school, and I'll stay here with him, and he will-"

"He will do nothing, Regina." My face turns to stone, I suspect my eyes can display my anger. "And the moment he does, you just call me and I'll come-"

"You'll do what?" Regina doesn't wait for an answer. "You don't realize how powerful he is, do you? Breaking up with Audrey is one thing, but if he ever finds out that you and I-"

"Regina." My voice is firm, Regina goes quiet. I could understand her fear, but as long as I was around, I wanted Regina to understand that she didn't have to be scared. "We'll figure it out. But Leopold will not touch you again."

I was determined to keep that promise.

I reach over and grab hold of Regina's hand, our fingers lacing together perfectly. Regina's eyes fall on our joined hands, and I can feel her pulse calm. But there was also something else on Regina's mind which I suspected she was about to say out loud.

"Wouldn't you be more comfortable going out with someone else your own age? I mean, really." Regina asks, and I can't hold back an eye roll, because I didn't want someone else.

"Gina…" I can't help but smirk next. "I could go out with a lot of girl's that aren't Audrey. I have, and let me tell you the same thing I told Audrey: I've spent my life racing through it, not at all stopping to really look at the world around me, long enough to know that I was always looking the wrong way. Until I met you, I knew what the right path was."

"You've really been out with a lot of girls?" Regina's brow lifts and it makes me smile.

"Regina, no amount of girls are going to make me forget you." I answered truthfully, leaving my history with girls in the past. The only thing that was important for Regina was to know that she was the only one in my life and that's how it would stay. "No amount of girls are ever going to make my heart beat so fast when we kiss, so fast I wonder how it hasn't popped out of my chest yet." I softly brush back a strand of jet black hair from Regina's face that wind blows over. "No girl will ever be as beautiful as you are."

"Flattery will get you nowhere, Ms. Swan." Said Regina, and my smirk grew.

"This isn't about flattery or getting anywhere with you." I said.

"Oh, no?"

I should be clearer. "Well, nowhere you wouldn't want to go." My eyes remained on Regina's as if they were glued to her. My body scooted a little closer to her, or at least as far as this damn gear shift between us allowed me to go. Proving to me that a gear shift could be hated. Still, gear shift or not in between us, nothing was going to prevent me from pouring out my heart to Regina. "You will never have to worry about moving too fast with me, Regina. Or do anything that you aren't comfortable with. That's a promise."

I expected Regina's familiar saying of 'don't make promises you can't keep, Ms. Swan,' but I was grateful when it didn't happen. And, needless to say, I was happy when I reached over to cup Regina's jaw with my hand so delicately, she didn't even flinch at the feel of my touch.

There was no one near for miles. We were just Emma and Regina again. We were in our own little bubble of happiness and that's the way I always wanted things to be for us.

My thumb gently stroked along Regina's upper lip, ending right at her scar. I could see Regina's eyes travel down to my lips, and I knew she wanted to kiss me as much as I wanted to kiss her right now. But first, I had to know about that scar that haunted my sleep ever since I first laid eyes on it. Don't get me wrong, it was a beautiful scar. Even if Regina clearly didn't like it on her- I did.

"Was this your husband's handy work?" I asked in a soft tone of voice as if to not frighten her.

Regina nods, and I feel the warmth of Regina's hand land along my wrist. It was the most delicate touch I had ever felt in my life.

"What happened?" I asked, trying to not allow my anger ruin this precious moment between us.

"That's a tale for another time." Regina replied, her voice soft. Her eyes drinking in the sight of my own lips again. Clearly, she didn't want anything to ruin this moment either, and I was all for that.

"Is it wrong that I want to kiss you right now?" I ask in a whisper, seeing a smile slowly stretch out along Regina's own ruby red lips. I started to lean in, slowly until my lips brushed along Regina's.

"Not as wrong as me wanting to kiss you back," Regina murmured along my lips, and I melted. We melted. Regina's lips molded with mine in the most passionate and loving kiss that had me flying higher than we already were along this cliff.

As my hand cradled along the back of Regina's neck, I could feel Regina's hand that was already on my wrist, tighten its grip, while her other hand caressed my fallen strands of blonde hair back along my ear. Ending its journey, resting along my cheek.

I won't lie. Kissing Regina this way, on top of this cliff, inside her car with the top down, made me a little damp in between my legs. I also wondered if kissing me had the same effect on Regina, which the old me would have discovered for herself by reaching over and daring to feel for myself. But, I would never dare to have that action with Regina. Not until she gave me permission to take things a little further. And to take things a little further, I would have to end things with Audrey.

But it was important to me that even with a kiss, Regina felt how much I loved her. Even if I couldn't say it out loud to her yet. I wanted her to know that there would be time to be intimate. I would wait.

Both our breaths played catch up, our chests rising and falling, our lips brushing softly with the other as we shared the same heated breath once Regina pulled away. I held Regina close, kept her close just as she kept me. Our hands caressing along each other's faces as we shared another kiss that was chaste this time.

"Is this how you are? Is this how you'll be?" Regina whispered along my lips, desperately wanting to know the answer to her question.

A question I was more than happy to provide her with. "This is how I am. This is how I'll always be." I whispered back, feeling more and more breathless that I was thankful when Regina leaned in once again, pressing her lips to mine and we kissed. Our breathing was heavy, and my thighs were pulsating in a need I had never once felt before over a woman.

But that was just it. That's what loving Regina was like. Like waves crashing along a beach.