A/N: This chapter is by far one of my favorites, and I was so happy to re-create it the way I did. I hope you all enjoy it and drop some reviews regarding the update. Tomorrow I have work, but after work another update will be posted. Stay tuned! Happy reading!

Mal was gathered with Lily in the family room, Kathryn was there, but she stared out the window. "So, who was it?" Mal asked.

"I don't know. It wasn't a scent I recognized." Said Emma.

"Could it have been the Volturi?" Mal suggested.

Lily shook her head, "I would have seen them decide. I've been watching Aro's decisions, too. And Alec's and Jane's."

"Maybe a passerby?" Said Emma.

"A passerby wouldn't have left Regina's father alive." Kathryn looks over her shoulder, quickly turning her attention back to the window.

Regina's shudders at the thought of a vampire hunting her father now, too. She hated leaving him home alone, even if Emma assured her that they would keep watch.

Suddenly, Jefferson appeared through the entrance of the family room. "The scent disappeared about five miles south of Gina's house."

"Let her keep going, maybe by then the muts will do their job and run her off," Emma muttered under her breath.

"It has to be Victoria," Regina shook her head, feeling Emma pull her closer toward her side.

"I would have seen her decide." Lily assured her.

"For now, I suggest we all take shifts guarding Regina's house." Said Mal.

Kathryn whipped around then, away from the window. "Another protection detail, Mal?"

"Kathryn."

Regina shook her head, "No, she's right. As strong as you all are, you couldn't possibly watch me, my dad…"

"Victoria," Kathryn finished.

"And keep yourselves fed," Regina nods.

"What is it?" Emma asks, her brows furrowed as she watches Regina closely.

"Well…" Regina begins, "I know it's not ideal for you all, but… I have Ruby." Her eyes move to Emma's stone like features. "She could help keeping me safe, give you all time to feed. Take turns."

"That might not be a bad idea." Mal agreed. "But the question is… would they want to help?"

"I don't see why not. They want to get to Victoria as well."

"That's out of the question." Emma shakes her head.

Regina groans, her eyes focused on Emma. "Be reasonable, Emma. It would mean more protection for me and my dad."

"She's right, Emma." Mal stands straight with her arms crossed over her chest. "Regina, do you think you could talk to her? Convince her to help?"

"I could try." Regina nods as she reaches for her cellphone.

"Gina?" Ruby's voice comes through.

"Hey, Ruby. I need to talk to you. Can you come to my house tomorrow morning?"

"Yeah, I'll be there. See you tomorrow."

"Thanks. Bye." Regina hangs up, her eyes on Mal. "She'll be there tomorrow."

"It would be a good idea for some of us to feed tonight. August is guaring Regina's house in the meantime." Said Jefferson.

"Lily and Kathryn can stay with Regina, we'll all go feed tonight." Said Mal, looking at Jefferson and Emma.

"No, I'm staying here with Regina." Emma shakes her head.

"No, you should go." Regina insists. "I'll be fine. I have Lily and Kathryn." She smiled. "You need to feed, too, Emma."

"She'll be safe here, Emma." Lily appears by Regina's side, reaching for her hand. "I'll keep a close eye on her. I promise."

Emma wasn't happy with leaving, nor was Regina, but if she could be safe anywhere, it would be here in the Swan household.

"You can stay in Emma's room," Lily stepped inside with Regina in tow, motioning to a small cot she had set up in the middle of the room. "I'll convince Emma to get a more proper bed for next time." There's promise in her voice.

"No, this will be fine." Regina smiles. She sat along the cot, looking around the familiar bedroom. "Will Emma be gone long?"

"Just until tomorrow. She wants to be here when you meet up with Ruby." Lily sits along the couch in the bedroom. "You're safe here, Gina. Victoria won't come anywhere near here."

"I know. I'm just… I miss Emma, and I'm worried about my dad."

"You're dad is fine. He's watching a baseball game as we speak." Lily chuckled, "August is watching along. He's quite curious."

Regina chuckled. "I'm glad August is with him, even if my dad doesn't know it."

"He will take good care of him." Lily promised. But Regina didn't need to be told what she already knew. She knew her father was in good hands and soon, they would have help. "Well, I'll let you rest." She stands, "Good night."

"Good night, Lily." Regina smiles. She turns as she hears another knock on the door. "Did you forget something?"

Kathryn opens the door slowly, her expression unreadable. "May I come in?"

Regina blinks, Kathryn being the last person she expected to see tonight. "Of course," her voice was filled with surprise. "Come on in."

Kathryn moved swiftly into her sister's bedroom, taking a seat along the couch positioned along the wall. "Would you mind talking to me for a minute? I didn't wake you or anything, did I?" She asks, looking at the perfectly set up cot in the middle of the room, where Regina sat.

"No. I was awake." Regina waited, watching Kathryn carefully. She tried to figure out what she so desperately wanted to talk to her about. Her- who she clearly didn't like, but her mind came up blank.

Kathryn released a surprising small laugh that sounded like chorus bells to Regina's ears. "Emma rarely leaves you alone," she said. "I figured I would make the best of this opportunity to have a word with you."

"Okay." Regina nods. What could Kathryn want to say to her that she couldn't say in front of Emma? She couldn't wrap her head around the possibility.

"Please, don't think I'm horribly interfering," Kathyn said, her voice gentle and pleading. This was a surprise. Her hands were placed along her lap, and her golden eyes looked down at them as she spoke, "I'm sure I've hurt your feelings enough in the past, and I don't want to do that again."

Somehow, Regina believes her. "Don't worry about it, Kathryn. What's on your mind?" Regina asks, ready to listen.

Kathryn chuckles, "I suppose you wish Emma had turned you sooner, right? Into one of us. But, Regina, you're wrong. You have a choice to stay human- it's how Emma wants you to stay- and you're choosing wrong."

"Oh." Was all Regina could say.

Kathryn sighed, breathing out through her nose, "Did Mal ever tell you what led to this?" She motioned over her glorious body.

Regina shakes her head.

Kathryn smiled, it was a harsh, bitter- but still stunning- expression. Regina watched her as she stood from the couch and stood along the window, staring out into the dark woods. "Would you like to hear my story, Regina? It doesn't have a happy ending- but which of ours does? If we had happy endings, we'd all be under gravestones now."

Regina nodded, feeling a little frightened by the edge in Kathryn's voice.

"I lived in a different world than you do, Regina. My human world was a much simpler place. It was nineteen thirty-three. I was eighteen, and I was beautiful. My life was perfect." Kathryn's voice was as calm as the night that surrounded them now as she stared out the window. "My parents were thoroughly middle class. My father had a stable job in a bank, something I realize now that he was smug about- he saw his prosperity as a reward for talent and hard work, rather than acknowledging the luck involved. I took it all for granted then, in my home, it was as if the Great Depression was only a troublesome rumor. Of course I saw the poor people, the ones who weren't as lucky. My father left me with the impression that they'd brought their troubles on themselves." She paused for a moment. "It was my mother's job to keep our house- and myself and my two younger brothers- in spotless order. It was clear that I was both her first priority and her favorite. I didn't fully understand at the time, but I was always vaguely aware that my parents weren't satisfied with what they had, even if it was so much more than most. They wanted more. They had social aspirations- social climbers, I suppose you could call them. My beauty was like a gift to them. They saw so much more potential in it than I did."

Listening to Kathryn speak was as calming as it was to hear Emma speak. It pulled Regina into her story so vividly, she could picture it clear in her mind. Kathryn's life as a human, away from the Swan's.

"They weren't satisfied, but I was. I was thrilled to be me, to be Kathryn Midas. Pleased that men's eyes watched me everywhere I went, from the year I turned twelve. Delighted that my girlfriends sighed with envy when they touched my hair. Happy that my mother was proud of me and that my father liked to buy me pretty dresses." She smiled a little, "I knew what I wanted out of life, and there didn't seem to be any way that I wouldn't get exactly what I wanted. I wanted to be loved, to be adored. I wanted to have a huge, flowery wedding, where everyone in town would watch me walk down the aisle on my father's arm and think I was the most beautiful thing they'd ever seen."

Regina slowly rose up from the cot and moved along the window to stand beside Kathryn, carefully watching a smile lift at the corners of her lips as she spoke.

"Admiration was like air to me, Regina. I was silly and shallow, but I was content." Another smile rose from Kathryn's lips, her expression amused. "My parents' influence had been such that I also wanted the material things of life. I wanted a big house with elegant furnishings that someone else would clean and a modern kitchen that someone else would cook in. And I didn't see any reason as to why I wouldn't get those things." She grinned as she watched Regina's expression. "As I said, shallow. Young and very shallow."

Regina chuckled softly, feeling a ping of sadness wash over her over Kathryn.

Kathryn faced out the window again, her chest rising and falling with the deep breath she withdrew and exhaled, "There were a few things I wanted that were more meaningful. One thing in particular. My very closest friend was a girl named Vera. She married young, just seventeen. She married a man my parents would never have considered for me- a carpenter. A year later she had a son, a beautiful little boy with dimples and curly black hair. It was the first time I'd ever felt truly jealous of anyone else in my entire life." Her eyes turn to Regina with an expression of regret and jealously. "It was a different time. I was the same age as you, but I was ready for it all. I yearned for my own little baby. I wanted my own house and a husband who would kiss me when he got home from work- just like Vera. Only I had a very different kind of house in mind…"

It was hard for Regina to imagine the world that Kathryn spoke of suddenly. Her story sounded more like a fairy tale other than a piece of lived history. And then Regina wondered if her world now sounded as baffling to Emma as her world did to her sometimes. She realized that Kathryn's world was around the same time that Emma was already a vampire.

Kathryn sighed and when she spoke, her voice was different. Edgier. The wistfulness to it was gone. "In Rochester, there was one royal family- the Kings, ironically enough. Royce King owned the bank my father worked at, and nearly every other really profitable business in town. That's how his son, Royce King the second-" her mouth twisted around the name, through her teeth- "saw me the first time. He was going to take over at the bank, and so he began overseeing the different positions. Two days later, my mother conveniently forgot to send my father's lunch to work with him. I remember being confused when she insisted that I wear my white organza and roll my hair up just to run over to the bank." She laughed without a trace of humor.

Regina watched her expression carefully. Despite her laugh, Kathryn's expression was nothing but painful.

"I didn't notice Royce watching me particularly. Everyone watched me. But that night the first of the roses came. Every night of our courtship, he sent a bouquet of roses to me. My room was always overflowing with them. It got to the point that I would smell like roses when I left the house. Royce was handsome, too. He had lighter hair than I did, and pale blue eyes. My parents approved- that's putting it mildly. This was everything they'd dreamed of. And Royce seemed to be everything I'd dreamed of. The fairy tale prince, come to make me a princess. Everything I wanted, yet it was still no more than I expected. We were engaged before I'd known him for two months. We didn't spend a great deal of time alone with each other. And when we were together, he liked people to look at us, to see me on his arm. I liked that, too. Soon, I was going to be everything I ever wanted. I was completely happy."

Regina watched as Kathryn's jaw tightened, her teeth clenching together as anger started building up inside of her.

"I was at Vera's that night," Kathryn whispered. Her face was smooth as marble, and as hard. "Her little baby boy really was adorable, all smiles and dimples- he was just sitting up on his own. Vera walked me to the door as I was leaving, her baby in her arms and her husband at her side, his arm around her waist. He kissed her on the cheek when he thought I wasn't looking. That bothered me. When Royce kissed me, it wasn't quite the same- not so sweet somehow… I shoved that thought aside. Royce was my prince. Someday, I would be queen."

Regina suddenly realized that just as Kathryn promised, her story was headed down a much darker path. With no happy ending to look forward to. She could tell, even from the moonlight reflecting along Kathryn's face that she became paler.

"It was dark in the streets, the lamps already on. I hadn't realized how late it was." Her whisper dropped an octave that it was almost impossible to hear. "It was cold, too. Very cold for late April. THe wedding was only a week away, and I was worrying about the weather as I hurried home- I can remember that clearly. I clung to it so hard… in the beginning. I thought of nothing else. And so I remember this, when so many pleasant memories have faded away completely…" She sighed. "I was a few streets from my house when I heard them. A cluster of men under a broken street lamp, laughing too loud. Drunk. I wished I'd called my father to escort me home, but the way was so short, it seemed silly. And then he called my name…"

"Hey, Kat! Kathryn!" Royce handed his bottle to one of his well dressed friends before marching to Kathryn, reaching for her harm with a too harsh grip. "Come over here. It's pretty cold out, you need to keep us warm."

They all share a laugh, some taking a sip of their bottles. Their eyes watching Kathryn with malignant intent shining within them.

Kathryn felt Royce's lips harshly press along hers that she pushed him away, "Royce! Stop it! You're drunk." She flashed an embarrassed smile over to her fiancee's friends.

"What did I tell you, John," Royce clasps his fingers along Kathryn's cheeks, painfully. "Isn't she beautiful? Far more than all of your Georgia peaches."

"It's hard to tell with all of those layers of clothes covering her up." John grinned, joined by the others in another wave of drunken laughter.

"What do you say, Kathryn? Why don't we remove all of these clothes?" Royce began forcefully ripping one button after another that fell along the street. Ignoring Kathryn's pleas and screams.

Regina closed her eyes, fighting back tears that escaped her along the way. She couldn't help but be thankful of the night Emma saved her life from almost suffering the same fate in Port Angeles.

"They left me on the street, badly hurt, bleeding- they thought I was dead. Believe me, I wanted to be. But even death was taking its time with me that night." Kathryn's jaw clenched tightly. "Soon Mal found me, she smelled all the blood. I remember being so irritated when she worked over me and attempted to save me. I never liked her or Emma- who pretended to be her sister back then. It always upset me that they were both more beautiful than I was. Mal carried me in her arms and took me to her home. The travel there was so fast, like a blur I was almost sure I was dead. Suddenly, I was in a white room, and it was warm. I was slipping away, and I was grateful as the pain began to dull. But suddenly something sharp was cutting me, my throat, my wrists, my ankles. I screamed in shock, thinking she'd brought me there to hurt me more. Then fire started burning through me, and I didn't care about anything else. I begged her to kill me. When Emma returned home, I begged her to kill me, too. Mal sat with me. She held my hand and promised me that it would end. She told me everything, and sometimes I'd listen. She told me what she was, and what I was becoming. I didn't believe her. She apologized each time I would scream."

"I'm very sorry, Kathryn," Regina whispered, wiping away another fallen tear from her cheek. "I'm sorry that that happened to you. You didn't deserve that."

Kathryn inhaled a slow and steady breath, "Emma wasn't happy with my transformation. When I would stop screaming, I could hear them discussing me sometimes. Emma worried that I would be recognized around town because everyone knew who I was back then, and then we would have to leave. It pleased me… to hear that they knew what had been done to me and who was responsible. I didn't realize that I was becoming stronger as the pain began to fade, and that's why I could hear them so much more clearly." She smiled. "I pride myself for my restraint with human blood. I have a better track record than Mal, way better than Emma's and August's," she grins. "I've only murdered five human's- if you can even call them human. I've never tasted human blood. I was very careful not to spill their blood- I knew I wouldn't be able to resist that, and I didn't want any part of them in me, you see."

Regina remained silent, listening attentively, she watched as an even bigger grin spread across Kathryn's lips.

"I saved Royce for last. I hoped that he would hear of his friends' deaths and understand, know what was coming for him. I hoped the fear would make the end worse for him. I think it worked. He was hiding inside a windowless room behind a door as thick as a bank vault's, guarded outside by armed men, when I caught up with him. Oops- seven murders," she corrected herself. "I forgot about his guards. They only took a second." Her brow lifted as she looked over at Regina.

"What did you do to him, Kathryn?" Regina asked, a wave of small fear rattling inside of her stomach.

Kathryn smirked, and her eyes lit up as she shook her head. "Emma wouldn't appreciate me telling you that part. I've kept it hidden from everyone, except Mal. I was overly theatrical back then. It was kind of childish, really. I wore a wedding dress I'd stolen for the occasion. He screamed when he saw me. He screamed a lot that night. Saving him for last was a good idea- it made it easier for me to control myself, to make it slower-" She looked down at Regina and blinked. "I'm sorry. I've frightened you, haven't I?"

Regina shook her head, "I'm fine." She lied.

"I got carried away."

"Don't worry about it."

Kathryn sighed deeply, "I haven't been fair to you, either, Regina."

"I know. But, I think… I understand you… a little more now." Said Regina.

"Did Emma tell you it was just my jealousy over you being human or did she say anything else?" Kathryn asked.

Regina shook her head, "That was all."

Kathryn chuckled, shaking her head, "I'll admit… Emma's been much kinder to me than I deserve her to be. She really is something special, isn't she?"

Regina felt free to smile a little bit this time, "I think so."

Kathryn chuckled nervously, "It's embarrassing… You see, at first, I was mostly jealous because she wanted you and not me."

A wave of panic washed over Regina. Because here she was standing in front of the most beautiful vampire. How could she possibly compete with her? "But you love August…" she murmured.

Kathryn nodded, amused. "I don't want Emma that way, Regina. I never did- I love her as a sister, but she's irritated me from the first moment I heard her speak. You have to understand though… I was so used to people wanting me. And Emma wasn't the least bit interested. It frustrated me, even offended me in the beginning. But she never wanted anyone, so it didn't bother me long. Even when we first met Tanya's clan in Denali- all those females!- Emma never showed the slightest preference. Until she met you." Her eyes land on Regina.

Regina scoffs out a chuckle, a ping of jealousy overtaking her as she can just imagine Emma surrounded by beautiful vampire females. Far more attractive than herself.

"Don't trouble yourself with what you're clearly thinking, Regina… Emma only has eyes for you."

Regina chuckled a little more clearly this time, "I don't see how. I mean, you are one of the most beautiful people on this planet. I think we both know that to be true."

Kathryn laughs a rich laugh that's music to Regina's ears. "Thanks, Regina. And I agree. Also I think we can both agree that Emma has always been a little strange." She laughed again.

"Kathryn…" Regina whispered. "Would you like me better if I chose to stay human?"

Kathryn turned back to Regina, her lips tilting into a hint of a smile, "Maybe."

"But, you got your happy ending. You found August. Emma told me how you saved him."

"August," Kathryn's smile grew, "As much as I hated this life that Mal subjected me to, I was selfish enough to ask her to change him for me. I got luckier than I deserved with August. He is everything I would have asked for if I'd known myself well enough to know what to ask for. He's exactly the kind of person someone like me needs. And, oddly enough, he needs me, too. That part worked out better than I could have hoped. But there will never be more than the two of us. We will never sit along a porch somewhere, August gray-haired by my side, surrounded by our grandchildren. We'll always be this. Frozen. Never moving forward."

"I understand that that's what you want, Kathryn," Regina said softly. "But I am never going to want anything more… than Emma."

Kathryn's eyes remain on Regina. "You're wrong again. Because after you're transformed there is one thing you'll want more. One thing you'll kill for. Blood."

Regina blinked.

"I won't take up much of your time anymore. I'm sorry for keeping you up." Kathryn nods. "Good night, Regina." She said, walking toward the door.

"Kathryn," Regina calls out and waits for Kathryn to face her once more. "Thank you. Thank you for allowing me to know you a little better."

"I'm sorry for being such a monster to you," there was honesty in Kathryn's voice this time as a small smile lifted along the corner of her lip. "I will try to do better from now on. And I know you're frustrated with Emma for locking you up like this, but don't give her a hard time when she comes back. She loves you more than you know, it terrifies her to be away from you for so long."

Regina smiled, "It terrifies me, too. Good night, Kathryn."

Kathryn disappears behind the closed door, leaving Regina alone with her many thoughts that night, and her aching for Emma to return.