Chapter 4 The Halloween Festival

Regina found herself wide awake in the early hours of the morning even as Emma slept soundly, curled up beside her with her head resting on her beating heart. She lay awake for a while, just thinking about the evening before. She didn't know who this August Booth was, but there was a reason why Emma had reacted so strongly against him. She wasn't sure what this journey was going to lead them down to, but she knew she would be with Emma every step of the way. She still hasn't really opened up about her past, but Regina was patient. She wanted Emma to come to her when she was ready. And as patient as she was, it didn't mean she wasn't worried. She knew Emma had a rough childhood. She knew there were things she couldn't even talk about. She understood all too well how terrifying it was to share something so dark with another person. She just hoped Emma could someday share her trauma with her.

When her swirling thoughts became too much, Regina decided to give up on sleep and attempt doing some painting to relax her mind. She slowly slipped out from underneath the covers, careful not to wake Emma. She grabbed an old gray hoodie from the closet, the one that Emma had given her years ago and she had never given back. She hugged it to her chest, breathing in Emma's warm vanilla scent as comfort before slipping it on over her pajama top.

The house was dark and cold as she made her way down the staircase and into her studio. She turned on a corner lamp and then lit the hearth, chasing away the darkness and chill of the room. Once the room was bathed in warmth and light, she started preparing her painting supplies. She had finished her sketch of the sea turtle and was now ready to paint it. She placed a clean canvas on her easel and got to work prepping the different colors of greens, blues, and browns. She was excited to see the finished product.

She spent a reasonable amount of time painting until the sun started rising, bathing the room in a soft gray glow. A quick glance at the wall clock told her it was almost time for her morning session with Mal. She put her paintbrush down on her cart and got up from her stool. She went over to her work bench and set her laptop up.

It only took a few minutes until Mal was accepting her into their meeting. She smiled as her friend came into view. Mal was sitting at her desk in her office. The room was bathed in warm light that she suspected came from the fireplace. For a moment she could just smell the warm comforting ashy scent of the hearth. It took her back to when she was sitting in that office, on the couch with her notebook in hand. It felt like a lifetime ago when it had only been 2 years since her stay at the cabin. She was a different person then.

"Good morning dear," Mal gave her a small smile before sipping from her mug.

"Good morning to you too," she greeted.

"Let's start with how you're feeling this morning," Mal started, nodding at her to answer.

"Well…" she sighed. "I'm a bit anxious and worried… for Emma."

"Are you still having trouble getting her to open up?" Mal asked with a concerned frown.

Regina nodded, unsure if she should share what happened yesterday. She wasn't sure if Emma would be ok with her talking about the phone call from August. It was such a delicate subject.

"I'm not sure I should say," she shook her head.

"You don't have to share," Mal assured. "Why are you anxious?"

"I just don't want her to get hurt," she admitted softly, averting her eyes off to the side. She was worried about many factors. Emma's reluctance to open up. What the story was with August Booth. Will they really find answers in Portland on this Rose Red? Whatever it was, she just didn't want her to get hurt. She wanted to be there for her even when it seemed like Emma was pushing her away.

"Regina…" Mal's soft tone had her looking up again.

"She's pushing me away," she whispered, finally admitting the true worry that had kept her tossing and turning the entire night until the early hours of the morning.

"Why do you feel like she's pushing you away?"

"Because I see a future with her," Regina replied, her voice trembling and she barely even noticed her hands fidgeting in her lap. "I want to marry her. I want to have babies with her. I want to spend the rest of my life with her, but… I can't read her for the first time in a really long time. I don't know if she wants the same thing." Her heart broke at her own confession, and she quickly wiped the hot tear that escaped down her cheek.

"I don't know…" she continued, her cheeks heating up in embarrassment. "Maybe now's not the time and I'm just being selfish to want these things now while she's going through something much more important."

"Let me stop you right there. Your desire to move your relationship is just as important. Don't compare your problems with hers. And don't let it be a reason why you can't talk to her. It will only make you resent her in the long run."

The very thought of her resenting Emma later on sounded absurd to her, but she could see what Mal meant. If she let this desire fester inside her surely she might take it out on Emma? She just didn't know how or when to bring it up right now. Emma was dealing with her past and being there for her was Regina's priority right now.

"Don't put it off," Mal warned her when she didn't reply right away. She had a kind of fond look in her eyes as if she were looking at a headstrong child.

"What?"

"Nothing," Mal smirked. "Are you doing anything fun for Halloween?"

"There is a festival," she shared, grateful for the topic change. "Emma and I are planning to go."

"And Henry?"

"I'm not sure," she scoffed. "He doesn't seem to want to spend any time with us anymore. He's off with his friends most of the time and that girl."

"Girl?" she asked curiously. "How do you feel about this?"

"He's growing up," she sighed. "He's not that little boy anymore that hid behind fairy tales. He's making friends now. He's being a normal teenager, and part of that is also being interested in girls."

"Do I sense some apprehension in your tone?"

Sometimes it annoyed her at how insightful Mal was just by listening to her.

"Well, I feel like I just got him back and now I'm losing him again." She felt absolutely ridiculous admitting this because wasn't it normal for Henry to be rushing off with his friends at this age. She should be happy that he had made so much progress since the days he had hated her.

"You're his mother," Mal said. "Just as it's normal for him to form relationships among his peers and want to spend more time with them, it's normal for you to worry. He's a bright young man, and I know he loves you regardless."

"I know," she nodded. "We've been through alot together and it's just hard to let him go."

"Are you willing to do it all over again with Emma?" Mal asked.

"You know…" Regina replied with a wistful tone as she remembered where her thoughts had spontaneously gone during dinner when she imagined what it would be like to have more children sitting at the table with them. "I've thought about it alot, having more children. It was something I never dared to imagine when I was with Leopold, but now it's an option. I want to have more babies, but like I've admitted, I have no idea if Emma is on the same page."

"I think over time you'll know," Mal assured. "Emma loves you and I think right now she just needs time to figure things out first."

"And I understand that," Regina nodded. "I just wish she knew that."

There was a moment of silence where Regina couldn't help but let her thoughts wander to the sleeping blonde sheriff on the floor above her. She wondered if Emma would eventually let her in. She wanted to help carry her burden just like Emma did for her when she had been drowning in the deepest parts of her depression. How she wished Emma could see that she was right here with her. She wasn't alone in whatever it was that was breaking her heart. Regina shook her head, not wanting to talk anymore about this. It was making her head spin.

"I have a new sketch I've just finished," she said, putting an end to the topic. Mal regarded her with a look of acceptance, knowing full well she was changing the subject. "Do you want to see it? I'm turning it into a canvas for Ursula's rescue center."

Regina found it amusing that her therapist seemed to perk up at Urusla's name. She had a feeling that Mal cared about her a lot since meeting her even if she wouldn't admit it. She nodded, her blue eyes full of eager curiosity. Regina stood, grabbing her sketchbook from her cart and bringing it back to the view of the camera. She took a seat and held it up for Mal to see. It was a sea turtle gliding through the rocky reef with seaweed, sea shells, small fishes, and corals in the background. She tried to be as detailed as she could.

"Wow!" Mal praised. "Regina, it's so beautiful. She's going to love it!"

"You think so?"

"Yes! I can't wait to see it as a painting. You've really mastered your craft. It looks just like the rescue turtle in…" She immediately cut herself off causing Regina to set down the sketchpad with a questioning look. Mal wasn't looking at her and Regina could see her blushing as she took a long sip of her tea.

"How would you know what the turtle looks like? Did you take up her offer for her tour?"

"Um… I think it's best I let you get to your painting now." Mal's voice trembled in a flustered way that Regina had never heard before. She's never seen her get so nervous.

"Mal, are you ok?"

"Yes, I just remembered I have another engagement I need to attend. I apologize for my sudden departure," she said, clearing her throat and taking another sip from her mug as if she were trying to pull herself together.

"I completely understand," Regina replied with a knowing smirk. She understood that Mal was completely flustered over her slip up and that her "Engagement" was just an excuse to get off camera. Once the call ended, Regina shut off her laptop and decided to continue her painting later. It was early enough to get some last minute cuddles with Emma.

She went to bed feeling more exhausted after her much needed session with Mal. She curled up against Emma, letting her girlfriend's warmth comfort her. Instead of thinking about the worries she expressed, she was thinking about Mal's strange behavior. She wasn't too worried for her friend, because she had a feeling she knew exactly what was going on. Only time will tell. She felt Emma tightened her hold from behind her and pressed a sleepy kiss into her neck.

"You ok love?" she mumbled, barely audible.

"I think so," Regina whispered, turning in her arms to face her. Sleepy green eyes met her own.

"Where did you go?" she asked.

"I couldn't sleep so I spent some time painting before my session."

"Was it a good one?"

"Mal put a lot of my worries into perspective," Regina replied, not giving away too much. She didn't want Emma to know she was the main subject this morning. Emma kissed her, the sound of rustling sheets heightened in the quietness of the room. She deepened the kiss, suddenly not wanting this quiet intimate moment to end. She wanted to stay safe in this room with Emma for as long as they could. She didn't want to face the worries that had been keeping her up all night.

As they pulled away and Emma snuggled up against her in an attempt to get some more sleep before Henry was up, Regina knew sooner or later they would have to face the darkness of Emma's unspoken past. They would have to talk about their future. She played with golden curls as Emma's breaths evened out into sleep.

The days leading up to Halloween were busy as the town prepared for the annual Halloween festival. As excited as Emma had been, she really wasn't feeling it this year. She hasn't been able to shake herself from this gloominess that had fallen upon her since the days leading up to her birthday. She knew Regina was worried, but she couldn't bring herself to talk about it. She found herself distancing herself from her family. Henry was worried too and had checked in with her a few times but she always found a way to redirect his concerns.

She hasn't spoken to August since his call, not even when Regina questioned when she would set up the meeting with him. She was afraid of taking that first step because she had been let down so many times in the past, she was afraid of hitting another dead end. The single flame of hope that had bloomed within her was something she was not ready to let burn out. Eventually August started to call her after weeks of silence, and instead of picking up the phone, she'd let the calls go to voicemail until it was full.

Town hall was decorated with various Halloween decorations. Booths with different games and treats were all set up with lanterns and fairy lights. There were several haunted mazes and lit jack-o '- lanterns all over the place. The air smelled of candied apples, funnel cakes and pumpkin spice. Regina had dressed up as a witch, with a black and purple dress with a very appealing corset. She wore a black and purple cape and the hat to match. She looked so beautiful and Emma found her eyes drifting to her chest every once and a while. Henry dressed up as a prince complete with a cape and sword. He looked so handsome and Emma was relieved that he wasn't too old for dressing up just yet.

Emma, not really in the mood to dress up this year, didn't want to disappoint her family, so she put on some cat ears and dressed in black jeans, a black long sleeve shirt and her red leather jacket. She even let Regina paint her face. As subtle as her costume was, it matched Regina's witch costume perfectly.

They played some games and checked out all the booths full of different goodies until Henry had asked to join his friends. Regina looked a bit disheartened, but allowed him to go. When it was just the two of them, they decided to get some hot cider and funnel cake and take a seat at the tables that were set up by the stage and dance floor.

Regina was sipping her cider, smiling as she watched David and Mary Margaret dance with Neal in her arms. David was breaking some silly moves to make his son laugh. They were all dressed up as characters from Toy Story with Mary Margaret as Jessie, David as Woody and Neal as Buzz. It was so cute Emma couldn't help but laugh.

"He's at a fun age," she chuckled, her green eyes shining as she looked back at Regina, her eyes drifting down shamelessly again and Regina gave her a knowing smirk. She wasn't being subtle at all. Although as playful as Regina seemed, the next question that fell from her red painted lips threw Emma off guard.

"Is that something you see in our future? Having more children?"

Emma froze for a moment, the sound of the festival blurring in the background. She suddenly felt too hot in the cool autumn air. She wiped her sweaty palms on her jeans. She heard her heartbeat in her ears and Regina's voice calling her name pulled her from her momentary state of shock.

"Emma?" Warm hands were on her cheeks. Regina had come around the bench to sit right beside her. She was suddenly looking into dark brown eyes. "Sweetheart, say something."

She took a shaky breath and blinked, pulling herself from the sudden silent panic attack she fell into. Of course she wanted to have more children. She wanted a future with Regina. She had no idea why the question freaked her out.

"I'm sorry," she whispered, taking the hand on her cheek and kissing it. "I was just surprised, that's all." Regina looked very concerned, her dark eyes searching as if she were trying to read her.

"I… didn't mean to stress you out with such a heavy question," she said apologetically and even a bit fearfully.

"Hey, no you're ok, love," Emma said immediately, not wanting her to feel guilty in any way for her shocked reaction. "I was just surprised."

Regina took a sigh of relief and it absolutely killed Emma that there were still moments where Regina was afraid of upsetting her. She knew it wasn't about her. It was the trauma from being married to Leopold, because upsetting her husband had the most dire consequences.

Emma kissed her cheek in reassurance and then looked into worried dark eyes. Regina smiled and pecked her lips in response, making Emma softly chuckle at the adorable gesture.

"You don't have to answer the question, Emma, but I just want you to know, having more babies is something I want in the future."

"I know," she nodded seriously. "I've known since you first held Neal in your arms. I can see it in your eyes everytime you look at Henry."

They fell into a heavy silence, and Emma wasn't sure how long she could go without telling Regina the truth. That she was afraid of everything changing because she felt lost. Maybe now it was finally time to stop hiding. It was time to be brave. She took a deep breath…

"Regina…"

"Hey, is that… Mal?" Regina asked in complete surprise. Emma turned, following her shock stricken gaze to see Ursula in the distance by the hot drinks booth and to her complete shock as well, Mal was standing beside her sipping from a styrofoam cup. She had a small smile on her lips as she listened to Ursula talk and laugh. Ursula looked awesome dressed up as Captain Marvel. Mal looked as if she had driven here last minute and was dressed casually in jeans, boots and a fall colored flannel.

"I did that," Regina commented in awe, her eyes sparkling with happiness as she watched them.

"She drove all the way out here for the festival?" Emma asked.

"Not for the festival dear, for Ursula."

"Do you think there's something more going on between them than just friendship?" Emma asked, remembering how she had caught Mal leaving the aquatic rescue early in the morning and how frazzled she looked for being caught. Out of respect for Mal's privacy, she hasn't told anyone.

"It might be a bit too early, but yes. The way they look at each other… It's a lot like the way you look at me."

"And how do I look at you?" she asked, reaching how to smooth dark hair behind her ear. She knew the answer; she just loved hearing Regina say the words.

"With warmth and love," her girlfriend whispered.

Those sweet words were like a soothing balm in her heart and Emma knew she couldn't keep holding back from her. Sooner or later she needed to tell her the truth, but that same old fear crept up from deep within her. The fear of Regina leaving her because she was afraid to marry her, to have babies with her, of moving forward. The fear of abandonment from the woman that she loved with everything inside her. That spark of courage she had felt just moments ago fizzled out like a weak flickering flame, and in its wake was the dark smoke of the burnt wick.

Regina must have seen the deflation in her face because she was frowning, her eyes no longer fixated on her friends in the distance.

"Emma? What is it?"

"Nothing." She didn't mean to sound so short. Her guilt for being unable to open up made her frustrated. She closed herself off to the one person she never imagined to find herself hiding behind a wall from.

"Was it something I said?" Regina asked, her voice trembling.

"No, it's not you," she sighed heavily. "Just forget it, Gina."

Regina gave her a dark glare, one that had Emma coming to her senses at the intensity of it. While Regina had in fact worked on her anger issue with Mal, there were still times where her temper flared up and Emma realized too late that she finally pushed Regina to her breaking point.

"Why are you doing this?" she asked sharply, crossing her arms defensively.

"I just… I can't talk about this. Not here and not now."

"You're pushing me away, Emma," she stated, the anger deflating and with it came a frightening uncertainty in her dark eyes. Emma realized Regina was afraid of losing her and the guilt within her washed over her like a cold wave. She never meant to make her feel like this.

"I'm afraid of losing you. I'm afraid of everything changing," Emma admitted just enough to calm Regina.

"You need to trust me," Regina whispered, putting her hand on her cheek in warm comfort. Emma leaned into her touch, looking into her eyes and feeling a surge of emotion go through her. The depth in which Regina looked at her, like she was the most important thing, made tears well up in her eyes. She suddenly felt undeserving of the love this beautiful woman simply gave her. She needed to be honest. She couldn't keep hiding. She mustered up the same courage that had flickered out.

And before Emma could even begin to get the words out, the worries and insecurities that had been weighing her down like a heavy blanket, were suddenly interrupted by the sound of Neal rushing over, his footsteps clumsy as he giggled and hugged Regina from behind.

Regina laughed, the uncertainty in her eyes vanishing and with it came a warm affection for her little godson. She pulled him onto her lap and kissed his cheek. Emma looked up to see Mal in the distance suddenly catching her eye and then freezing as if she had been caught doing something she shouldn't. Emma frowned at the strange reaction as Mal whispered something in Ursula's ear and then watched as the two of them disappeared among the crowd. Emma wondered what had caused her to rush off so quickly.

Mary Margaret and David had joined them without Emma really noticing. She had been too fixated on Mal's strange behavior. It was Mary Margaret's voice that had pulled her from her momentary trance and forced her to to focus on the conversation.

"Emma, are you and Regina joining the costume contest?"

"Are you kidding?" she laughed, trying not to seem so absent minded after the emotional conversation with Regina and then the strange way Mal had rushed off as if she were afraid of being seen.

"You three are clearly going to win. I'm wearing jeans."

"But your face paint is exquisite."

"You're welcome," Regina scoffed playfully, leveling her with a confident smirk. Regina really did outdo herself. She didn't just paint on whiskers and a pink nose. She transformed Emma's simple cat costume into a work of art. "I think we're sitting this one out, dear. We're just about to head home."

"No!" Neal grumpily protested, holding on to her and looking tried enough to throw a tantrum.

"Come on, sweetie, it's time for the contest. Don't you want everyone to see your Buzz Lightyear costume?" Mary Margaret knelt before her toddler who was cuddled in Regina's arms. Regina kissed his forehead and then gently started to move him to his mother.

"Go have fun, Neal. Aunty Emma and I will be right here watching."

"O'kay…" he reluctantly agreed as Mary Margaret picked him up.

"We might head out after as well," David said. "Neal's starting to get cranky."

They watched as they parked their stroller at the side of the stage and climbed on with the other contestants. So far, Emma believed her friends had a good chance in winning with Neal as their super cute secret weapon. Although their chances significantly slimmed when Archie took the stage with Pongo. Archie was dressed as Gru from Despicable Me and Pongo as a minion. It was enough to cheer the cranky baby that was laughing and pointing at Pongo from Mary Margaret's arms.

"Hey, where did Mal and Ursula go?" Regina asked, looking around for her friend. "I wanted to ask them to sit with us."

"I'm not sure," Emma shrugged. "But maybe they just wanted to be alone?"

"She's been a bit off lately," Regina observed and Emma realized she wasn't the only one to pick up on Mal's weird behavior since meeting Ursula. "A bit distant, although I think it has to do with Ursula. She gets nervous when I mention her."

"Maybe you should talk to her," Emma suggested. If Mal was indeed scared or nervous, it made sense, because now that Emma thought of it, everytime Mal was seen with Ursula she seemed more than just nervous. The look Mal had given her tonight before her sudden departure was fearful.

"I'll think about it," Regina shrugged but even as she tried not to seem so worried, Emma could see it in the way she seemed to be looking for her friend in the crowd every so often. She knew Mal had a past, one that she had only shared with Regina during her time at the cabin. They understood each other on a level that only they can. Emma could only hope that whatever Mal was afraid of, she'd be able to overcome it.

"Emma?" Regina spoke again after a few silent moments of watching the contest. "I'm sorry for getting frustrated earlier. I'm just worried."

"I know," she replied, her heart breaking. "And you're right, I have been pushing you away. Not intentionally, but because I'm afraid."

"You're afraid it would break us," Regina repeated the words Emma had confessed all those nights ago.

"I think my fear is making me believe that."

"Don't ever believe for a second that I would just leave you Emma," Regina said with urgency. Her dark eyes were glistening and Emma swallowed heavily at the fact that she was holding back tears. She never meant to make Regina feel like she wasn't enough when she and Henry were everything she had ever wanted. "Whatever it is, I could never let it break us. You know I won't force you to talk about it, but you can't keep pushing me away."

Regina's words echoed in her head for the rest of the evening even after the contest had ended. She was right. Regina was always right and Emma was ashamed that she had let her insecurities push away the woman she loved. She mentally prepared herself for the talk she knew needed to happen tonight when they got home. It was all Emma thought about as they watched Pongo win the contest. He had won the judges over in his little minion costume. Neal didn't seem to mind because all he wanted was to play with the adorable service dog. Regina and Mary Margaret got what seemed like a million pictures of the two on stage, cuddling and playing after the contest had ended. Henry had even returned, looking sick from all the sweets and rides he had gone on with his friends. Despite the emotional confrontation she had with Regina, Emma felt like the night went pretty well. They walked home together, holding hands and Regina's head leaning on her shoulder while they listened to Henry talk about all the things he had done tonight. It really couldn't get any better than this…

That is until they reached their little blue house to see a man sitting on the porch swing. Emma's jaw clenched and she froze, not being able to take a single step forward. Regina squeezed her hand tightly, taking a step behind her. She was still a bit fearful of men she didn't know. Henry bravely stepped forward.

"Who are you?" he asked, pointing his fake plastic sword at the man that Emma swore she never wanted to see again.

"Names, Booth… August Booth, and I'm here to speak to your mother." His eyes flickered over Henry and straight at Emma. "I think it's time you stop ignoring my calls Emma."