Once Upon a Time 1. Chapter 1

**I own nothing. Please don't sue me. **

_"There's a special level of hell for teachers who get crushes on their students isn't there?" Regina mumbled, finally able to say the words out loud after downing the glass of wine Katherine had handed her just minutes earlier. _

_"Probably." Katherine paused at the look of horror that flashed across Regina's dark features. Hoping to help make her friend feel better she continued quickly, "But maybe you aren't like, on the lowest level. Are we talking a crush on a jailbait freshman? Or a senior who's actually 18 and therefor only 5 years younger then you?" _

_Regina ran a single finger around the edge of her glass, picturing the blonde girl-no, woman-she was certain she'd fall for under different circumstances. "Senior. And I think that she's missed some school between foster homes so she may even be 19." _

_"Foster homes? Regina Anne Mills…It's the Swan girl isn't it? You've always had a soft spot for the bad girls." _

_"She's not a bad girl," Regina vehemently defended her student. "She's just had a rough life and I think she doesn't know any different. I can..." _

_"Whoa, ok-I was just kind of joking with you. You really like this girl huh?" Katherine back peddled quickly, realizing that maybe she had misjudged the severity of the situation. _

_Regina sighed loudly. "Yes. And because of that I found myself treating her worse then the other students." Regina looked up, sheepishly, knowing that her wording would make it clear she'd keeping this from her best friend and it wasn't just a sudden realization on her part. She continued when Katherine's eyes widened in comprehension. "I was always making things more difficult on her. And that makes me feel like a monster...I mean who's horrible to a foster kid?"_

_Katherine silently poured her best friend another glass of wine and simply sat next to her, waiting for her to continue. _

_"Not that it matters now I guess. The school year's finished and I won't have to worry about it any more." Regina gazed out off the deck, looking into the tree line at the edge of the lawn and not really seeing it. She thought back to the graduation ceremony earlier in the day when the girl in question had approached her afterwards, cap in hand and awkwardly pulled her into a hug. She had cursed herself at the time for enjoying something so innocently given, but when Emma had pulled back from her and _thanked her_—actually thanked her for treating her so harshly, the exact same way she did all the other students the teacher felt her stomach roil with guilt. The blonde told her she felt normal in her class, not just like some foster kid everyone tried to be extra nice to. And then she smiled, only one corner of her mouth lifting, the emotion not reaching her eyes and walked away with a half-hearted "See you around, maybe…" _

_Which had sent Regina running to her best friend's door that evening, knowing that she had to spill her secret so that maybe it wouldn't consume her anymore and she could move on, just as Emma Swan was doing. _

She hadn't thought about that graduation day in a very long time, purposefully trying to put the blonde that had captured her attention during her first year at Storybrooke High out of her mind. Until today, when she had glanced up from her coffee at the sound of the bell above the doorway and found herself staring into the blue-green eyes she had only dreamed about during the past ten years. They were wide with surprise and a hint of something else, causing Regina's heart to flutter unwantedly, feelings bubbling up inside her that she shouldn't, couldn't be experiencing from just a simple look. After a few beats—which seemed much longer to Regina—the blonde turned her gaze away to hold the door open one handedly. A dark haired boy suddenly ducked under the outstretched arm and glanced around excitedly.

Regina's stomach plummeted at the sight. Emma Swan had returned to town, with a son in tow. The resemblance was uncanny—not so much in features, but mannerisms. They both had swung their attention to her since she was the only patron currently in the diner and both wore the same half-grin. Emma pulled the young boy in front of her, keeping her hands on his shoulders. Cocking her head to the side a little, a nervous tick Regina remembered her having in high school, she finally greeted her, "Hey."

And all Regina could think to say back, with an awkward shrug of her shoulders was, "Hey."

After a few beats of uncomfortable silence Regina was the first to recover her manners. "Emma Swan. It's nice to see you back in our town. Who's this young man?" Regina approached the two and bent slightly at the knees, resting her hands on them and made eye contact with the boy, unable to look at his mother much longer without revealing too much with her gaze.

"You remember me?" Emma shook her head slightly, shaking off the question and deciding instead to just answer the woman's. "Sorry, I mean this is Henry. My son." The blonde waited for the older woman to look back up at her, wanting to see how she was going to react. She knew the other woman had to be doing the math and would realize she'd had him shortly having leaving Storybrooke 10 years ago. Emma was surprised when all she received was a quick cursory glance revealing nothing, Regina's focus returning quickly back to Henry.

"It's a pleasure to meet you Henry. My name is Regina Mills." She stuck her hand out and was surprised when the boy smiled and grasped her hand firmly, shaking it.

If Emma was surprised that she still had her maiden name after so long she didn't show it and didn't miss a beat in informing the boy of what to call her. "That's Miss Mills to you, kid."

"Please don't call me that!" Regina blurted out, cheeks coloring slightly at her outburst. There was no way she wanted Emma to think of her as a teacher any more. "I mean…its Madame Mayor these days anyway. I don't teach anymore. But you can call me Regina." She directed the comment towards the boy, but raised her eyes up and met Emma's letting her know she was included.

Emma was surprised at the title change. Miss Mills had been her favorite teacher from her time at the small high school and from what she'd seen the woman had loved her job. Emma hesitated, unsure if she should ask what prompted the new career path, but Henry stepped in to fill the silence.

"It's a pleasure to meet you Regina." Henry smiled again at the brunette, seeing the pleasure his politeness apparently brought her.

"Such a well mannered young man. Are you sure she was the one that raised you? I don't remember her being quite so polite…" She shot a smirk at the blonde, letting her know she was just teasing.

"Yeah, yeah. I was a little rough around the edges, but I seem to recall a teacher hell bent on at least teaching me at least a few manners before I left her government class. Some of it stuck with me." She smiled shyly, embarrassment coloring her cheeks.

Regina was curious as to what exactly about that made the woman blush, but realized it wasn't her place to pry. "And here I thought that perhaps your father would be the one to credit…" She trailed off when she saw the other woman's mood shift dramatically, suddenly unwillingly to look Regina in the eye.

"I don't have a dad. My mom's a lesbian." Henry supplied helpfully.

"Henry!" Emma exclaimed and Regina coughed a little to cover the bark of nervous laughter wanting to escape.

"What? You said it was nothing to be ashamed about." Henry gave his mother an epic eye roll before turning his attention back to Regina. "She said I was the only good thing that came out of her last ditch effort. Whatever that means." He shrugged his shoulders, not understanding how much information he had just revealed about his mother.

"Uh…" Regina couldn't think of anything to respond with, and was saved only by Emma scolding her son.

"Henry James I don't even know where you heard that…"

"You were talking to Ruby on the phone and…" Henry tried to plead his case, knowing he'd ultimately said too much.

"Ok, doesn't matter." Emma said, waving her hand in front of his face to silence him. "Just go sit over there—silently-and I'll buy you a milkshake later." Once her son had dragged himself over to the corner booth, Emma finally drudged up the courage to make eye contact with the brunette again. "Sorry about that…he…uh…he's incredibly perceptive for his age. Which is great sometimes. Other times not so much."

Regina felt herself wanting to reach out and take the woman's hands-which were currently twisting themselves together nervously-to comfort her, reassure her there was nothing to be embarrassed about but she stopped just short of doing so. She reminded herself that the woman standing in front of her was not the same girl she'd once had a crush on years ago and more than likely she had never given Regina a second thought after she left the small town behind. "Don't trouble yourself over it, dear."

Emma continued on as though she hadn't heard what the mayor had just said. "And about what he said about his dad…that's not exactly…"

Regina cut her off quickly. She needed to get out of the diner and away from this ghost from her past and process things. She didn't need to hear any more information about the blonde today. "No need to explain. I really need to be going, perhaps I'll see you around?" She didn't wait for an answer before turning and making a swift exit from the diner, leaving behind a very confused woman.

Emma shook her head a little at the odd exit and made her way over to the booth her son was currently occupying. "Henry." She narrowed her eyes at him, knowing full well he knew exactly what he'd just done.

"What?" He smiled at her unrepentantly.

"You can't just go around and tell every attractive woman you happen to see that I'm a lesbian." Emma slumped down into the booth rubbing at her forehead a little.

"That was the deal though Mom. If we moved we promised to both make a fresh start. I have to make friends and you have to date. I was just trying to help." He smiled at her cheekily. "Besides, you said she was attractive. That's good right?"

"You've got to stop watching Dr. Phil in the afternoons." Emma shook her head, amusement in her eyes. She couldn't stay mad at him for long, he was right after all. They did have a deal. Deciding that she wasn't going to convince him he'd done anything wrong she changed tactics. "There are like 100 problems with me finding her attractive…it doesn't…it doesn't mean we're just going to start dating…you know what? How about we agree that I'm in charge of finding my own dates and you don't tell randoms I'm a lesbian?"

Henry shrugged offhandedly and nodded his head, turning his attention to the menu in front of him. He wasn't about to out right agree with his mother, because as far as he was concerned she'd been in charge of finding her own dates for 10 years and it hadn't worked very well for her. It was time he stepped in to help her, but he wasn't about to let her know that. "I want pancakes." He finally said, effectively closing the conversation.


	2. Chapter 2

Regina left the diner and made her way to her office early, trying desperately to act like it was just a normal day. She failed miserably and within 15 minutes was calling Katherine.

"Hey, Regina. What's up? I'm between classes so I only have a few minutes." Katherine said, rushed. She wouldn't normally answer her phone at school, but seeing her best friend's name flash across her screen prompted her to.

"She's back." Regina said, grinding the words out between clenched teeth.

"Who's back?" Katherine asked, before realizing there was only one person that could elicit this type of reaction. "The Swan girl?"

"Yes." Regina waited, not adding anything else. She needed Katherine to talk her down, tell her she was being crazy, to say something to make all these…_feelings_…go away.

"Oh." Katherine knew the 5 minutes she had before the stream of students came parading into her room wasn't any where near the amount of time she needed to help talk her friend through this.

"Oh? That's all you've got to say?" Regina snipped.

"No, it's not." Katherine said, scrambling for her next words. "You know what? I think this is good. I think it will help you get over this infatuation you've had going on, seeing how she really is versus anything you've built up in your mind over the years." Katherine wouldn't have called it an obsession by any means, but after that first year of teaching together she knew that her friend never really got over her crush on the girl. It continued on with her, the what-ifs continually holding her back in other relationships and perhaps was even part of the reason Regina ultimately left teaching. Sometimes her friend would wonder out loud about what might have happened to the girl and Katherine would always tread lightly, having learned the hard way not to try and push the brunette on the subject. "Bring over a bottle of wine and we'll talk about it tonight."

"She's a lesbian." Regina supplied.

"What? How do you know that?" Katherine asked, surprised by the statement and concerned as to what it meant for her friend.

"Her son told me."

Katherine groaned. "I guess you better bring two bottles of wine."

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Later that evening Katherine and Regina were settling down into the chairs on the back deck, glasses of wine in hand. It wasn't lost on Katherine that it was the same place that Regina had confessed her fledgling feelings for her former student. She decided it was probably best she start the conversation, if she waited on the brunette they could be sitting here for hours. "So I did some re-con." She glanced over to make sure she had Regina's attention before continuing. "It seems that Emma has moved back here and is going to be working at the Sherriff's office. Her and her son are going to be living with Mary Margaret, the one she stayed with before…until they find a place of their own."

Katherine paused again to let the information soak in before she continued. She had spent plenty of time that day thinking over what kind of advice she should give Regina and she wasn't sure how it was going to be received. "She's single. Has been since she left Storybrooke apparently…"

"How in the world did you get all this information in one afternoon—when you were supposed to be teaching I might add?" Regina cut in.

"You know Mary Margaret—once you get her talking you can't get her to stop. I just asked the right questions. Do you want to know what I think you should do?" Katherine asked, a smile hinting on her lips, unable to hide her excitement.

"No. I don't." The look on Regina's face said the exact opposite of that so Katherine continued.

"I think you should go for it."

"Go for it? Go for it?! That's your advice? And how exactly do you think that will go? Hey Emma? I used to be your teacher but I think you're hot and I've been lusting after you for 10 years, let's go on a date." Regina's voice rose with each word until she was practically shouting at her friend.

Katherine, use to Regina's theatrics wasn't fazed. "Maybe we work on your delivery, but yeah. I think you should do it. There's no way she doesn't find you attractive so I don't think you'll get shot down, but if you do then you've tried and gotten it out of your system."

"There are a 100 things wrong with this, a 100 resasons I would get "shot down." And really—it's not all about finding someone attractive. She could be a completely horrible person behind all that pretty hair." Regina said, her objections sounding weak to her own ears.

"But she's probably not." Katherine said, smiling. She knew her friend never backed down from a challenge, usually the more impossible the better.

"But she's probably not." Regina said with a sigh. "Think there's a handbook on how to court a former student?"

"Court? Oh honey, we've got soooo much work to do."

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As it turned out that "work" mostly just involved Katherine telling her all the things she shouldn't do and them trying to figure out ways for her to run into Emma without seeming to "stalkery." So far their efforts had failed miserably. Emma hadn't been back to the diner, she hadn't started work yet so trips to the station were out and they had nixed the idea of Regina strolling by the school when it let out in order to bump into her when she picked up Henry. Much to stalker-like in both their opinions.

Regina was starting to re-think the whole idea of even trying when she came back from lunch one Friday to find Henry sitting outside her office. He lit up when he saw her, scrambling to put the book away he'd been reading. "Hi Miss Mills!" He said, bouncing on the balls of his feet as she approached.

"Hello Henry. I said you could call me Regina, remember?" Regina said, unsure on how to proceed. It wasn't every day she found a child waiting for her at her office.

"I know, but my mom says that you should always treat women with respect and I don't know if you're supposed to salute or bow or something to the mayor. Do I need to do something like that?" The boy followed closely behind as she opened the door to her office, which answered her question of who he was there to see.

She chuckled at his enthusiasm, shaking her head no in response. "I think we can do without both of those today. What is it I can help you with Henry?" She made her way to the more informal seating area by the fireplace and sat down, motioning for him to join her. He scrambled up on the couch, unafraid to make himself at home and turned towards her before answering. "I think you should date my mom."

"Excuse me?" Regina said, her eyebrows raising comically high, her voice squeaking slightly. "Did Katherine send you?"

Nonplussed by her reaction Henry answered matter-of-factly. "Who's Katherine? She didn't send me. Does she think you should date my mom too? That must mean you like her. Was she a friend of my mom's when she was here before? She said she didn't have many friends…just you and Mary Margaret really…"

"Whoa, whoa. Let's slow down a little Henry. I wasn't your mom's friend-I was her teacher. And Katherine was also a teacher when she was here…" Henry cut off Regina before she could answer his other questions.

"I know, but friends should understand each other and she says a lot that you seemed to be the only person that really did back then. So I figure that made you friends. That's why I think you should date her. Unless you have a boyfriend or something because that would be cheating and cheating is bad. Do you?"

Hardly keeping up with the young boy's rapid fire questions she simply blinked at him. "Do I what?" Her chest tightened a little. Did Emma really say that about her? What did that mean? Did she really have a chance?

"Do you have a boyfriend? Or girlfriend?"

"No, I don't." Regina said slowly, trying to figure out how she'd gotten out-maneuvered by a 10 year old. He smiled brightly at her admission.

"Perfect! We can call it Operation….Operation…well I guess I'll have to figure out a name but this is great!" His fist pumped in the air and Regina couldn't help but fall a little in love with his enthusiasm. She snapped out of it quickly though, remembering she had a rogue ten year old in her office and that his mother was probably looking for him.

"I think that I need to call your mother." Regina finally said, not wanting to play into his fantasy—for his good and hers as well.

"Perfect!" He gave another pump of his fist, but at Regina's confused look he continued. "You can tell her I was lost and you found me. That will make you a hero and every one loves a hero. And you'll have her number too in case you ever want to call her again."

Regina just blinked at him, at a loss for words. Why was everything he was saying making sense? Had she finally lost her mind? Was she really putting her dating life into the hands of a kid? A kid that she quite literally just met? He was smiling at her expectantly, like he some how already knew he had her. "I'm not going to lie to your mother." She finally said, grudgingly. _If you can't fight 'em join 'em. _

"Don't worry you won't have to. Just let me handle it. You just call her and tell her you found me." He settled himself on her couch after he'd rattled off his mom's phone number and pulled out his book from his backpack again, making himself even more at home.

Regina looked at the number she'd scribbled down on a post-it for a few moments, gathering her nerve before she dialed.

"Hello?" A very wary female voice answered.

"Hello, this is Regina." Regina forgot the purpose of her call, losing her train of thought immediately when she heard Emma's soft voice over the phone.

"Hi…" Emma said, thoroughly confused as to why the mayor was calling her in the middle of the afternoon.

Regina glanced over at her couch and remembered the purpose of the call and quickly continued. "I found your son." There. It was the truth, she just wasn't going to add any details. If Henry thought it would help matters then who was she to disagree?

"What? Why isn't he in school? I'm sorry…he's not bothering you is he? I'll be right over to get him…" Emma said in a rush.

"He's not…" Regina was about to respond that she wasn't bothered in the least by his present but Emma had already hung up. Frowning, Regina set her phone down only to have it ring before the lock screen even had a chance to pop up.

"Hello?" Regina answered.

"Hello, this is Emma."

"Hi…I feel like we just did this, Emma." Regina said with a smile.

"Oh, um…yeah I guess we did," Emma laughed nervously. "I was just calling back to see exactly where I'm supposed to be rushing off to?"

"Right, that would be helpful. We're here at my office, at city hall." Regina wanted to add more, but she couldn't seem to get her brain to function properly.

"Okay, thanks. I'll be over in a few minutes." Emma said, frustrated with herself that the conversation seemed stunted and she couldn't seem to help it. "Uh, bye."

"Bye." Regina hit the end button and lowered her head slowly onto her desktop. She ran an entire town, talked to dozens of people everyday, gave presentations in front of hundreds, but she managed to turn a simple phone call into an awkward disaster. After a few moments of a silent pity party she lifted her head back up and jumped slightly at the presence beside her.

"That was awkward." Henry said, reaching out and patting her shoulder in sympathy.

"It was your idea." Regina said, finally resigning herself to the situation. She finally had her own personal Cupid and he was a ten-year-old boy. She narrowed her eyes at him, daring him to say different.

"Yeah, but I thought you could handle it. You should definitely let me do the talking when she gets here. You two are going to be a lot more work than I thought." He shook his head slightly in disappointment.

"Why are you so determined to get us together? How do you even know your mom would be interested?"

"She got all weird and fidgety when she noticed you were in the diner that first day. She only does that around people she likes. Like, like likes. Not just friend likes…"

"Okay, I get the picture. What's your plan?" Regina asked, genuinely intrigued by the young man.

"Are you good at math?" Henry replied, a twinkle in his eye, excited that she was going along with his plan.

All Regina could do was nod her head slightly before they were interrupted by a knock at the door. Emma's blonde head poked around the edge of it before Regina waved her in. She'd only taken a few steps inside when Henry barreled into her, wrapping his arms around her waist and burying his face in her chest. Regina took in the sight; Emma looked down at the top of the boy's head with such love and affection it made her heart swell. Emma smoothed down his hair a little before pulling him back to look at his face. "What happened?"

"Well…" Henry started off sheepishly. "School let out early and I figured that I could get home by myself…but then I was walking and I got turned around a little and I started to get really scared…" He looked down at the floor at this, digging his toe into the floor. "Then I saw the city hall building and I remembered Regina was the mayor so I thought that maybe she could help me, since she wasn't like stranger danger or anything…and then before I even got into her office she found me and brought me in here and made sure I was okay and then called you…"

Regina had to hand it to the kid. He didn't lie. Embellish, definitely. She wondered if he'd really gotten turned around though, or if the city hall had been his target to begin with. She wasn't going to correct him, because she was currently on the receiving end of the most heartfelt, grateful, emotional look anyone had ever given her and she wanted to soak it up. She returned Emma's look and smiled at the blonde when she mouthed a silent thank you to her.

Emma pulled Henry off of her waist and held him at arms length. "I'm very proud of you for finding someone to help you, but next time school gets out early I'm just a phone call away. You can't just wander around town by yourself, it's not safe."

Henry had the decency to look sheepish. "I understand, but Regina was really nice to me. She even said that she would tutor me in math since I'm not doing so well in it."

"Henry…" Emma said with a sigh. "You can't just ask people things like that. She's the mayor—she's a very busy woman and she doesn't need to be burdened with our issues. It was nice enough of her to hang out with you until I got here."

"Mom, give me some credit. I asked if she was busy on the weekends since I figured she worked late during the week and she's not because she doesn't have a boyfriend or a girlfriend." Henry chanced a glance back at Regina smirking a little at her. She did her best to pretend she wasn't listening to the conversation and that the pen she held in her hand was the most interesting thing she'd ever seen.

"Henry! We are going to have a serious talk about bounderies when we get home." Emma pursed her lips together, looking up at Regina. "I'm sorry that he was so…well…pushy? Nosy? Whatever he was, I'm sorry."

Emma's face and neck flushed red and Regina took pity on her. "He wasn't any of those things. We were simply talking about his school day and the subject of math came up." Regina gave Henry a pointed look, she wasn't lying but they were also going to have a serious talk about manipulation when and if she tutored him. "As it happens I am available on the weekends if you would like me to help him."

"Oh, um…that's ok. I can't really afford tutoring right now…" Emma trailed off, embarrassment still coloring her cheeks.

"Why don't you come over this Friday at six and after dinner Henry and I can work on his homework?" Regina continued, ignoring the admission from the blonde.

Henry watched his mom and Regina go back and forth and was glad to see that the Mayor was holding her own. He just hoped his mom would accept the invitation.

"We couldn't…" Emma started.

"I insist. If it makes you feel better you can do the dishes after dinner as payment." Regina smiled, with what she hoped was a somewhat flirtatious look.

Emma's eyes narrowed slightly at the look, the confusion visible on her face. After a brief pause she nodded her head a single time, the words caught in her throat.

"Awesome!" Henry yelled, startling both women.

"You're awfully excited about math, kid." Emma said.

"I'm excited about some real home cooking." Henry tossed back.

"Whatever." Emma grumbled. "So, I guess I'll see you Friday then?"

"Yes, Friday around 6:00?" Regina said, trying to hide the excitement in her voice.

"Sounds good, it's a date…I mean it's not a date…I…um…come on Henry we've got to go." Emma stuttered, pushing Henry through the door in a rush to leave the office.

Regina just smiled at their retreating backs. The kid was good, she had to give him that.


	3. Chapter 3

Friday came quickly for both women. Faster probably for Regina, who had spent the last few days obsessing over what to wear, what to make, and how to make sure this was a regular occurrence. Katherine had almost completely lost her mind when Regina told her Emma and Henry were coming over for dinner. The blonde spent the better part of the evening popping off sarcastic comments left and right about how fast she was moving, when was she renting the u-haul, could she be a bridesmaid and so on. She had actually helped plan the menu though. She was going for kid-friendly, fancy but not too fancy, and something she hoped to impress the blonde with.

What to wear was her undoing. She had tried on almost everything she owned and had yet to find something that worked. She wanted Emma to see her differently and forget that she used to be her teacher, but this wasn't a date so she didn't want to dress up too much, but she still wanted to look hot.

She was actually relieved when she heard the doorbell, the decision taken out of her hands. She would just have to go with what she currently had on. And really, she thought, a lesbian couldn't go wrong with jeans, high heels, and a white button down. After one more check in the mirror, she undid another button on her shirt and made her way down the stairs to answer the door.

She mentally patted herself on the back when she swung open the door and Emma's eyes immediately traveled to the extra bit of cleavage she had just revealed. "Hello, please come in." Regina made a point not to step back too far, just barely brushing against Emma as she made her way inside. Emma's eyes locked on hers as she slid by and Regina was immediately reminded of a skittish colt and she filed the look away for later. She turned her attention to Henry, who was looking around the entryway; his mouth hanging open in disbelief.

"Your house is huge!" He exclaimed, returning his gaze to the two adults.

"Yes, well it was my parents house, I inherited it…" Regina said, embarrassed by the assessment. The house had always seemed too large, too grand for just one person but she couldn't ever find the strength to move elsewhere. The hope of having a family to fill the empty halls never drying up.

Emma took note of the embarrassed look on Regina's face and found it odd, wondering if she would ever know the root of that feeling. She decided to change the subject before Henry flustered the woman any more with his observations.

"Is there somewhere you want him to put his backpack?" Emma asked, breaking the tension.

Regina seemed to come back to herself, her head shaking off whatever melancholy thoughts she was having. "Yes, of course. If you just want to follow me Mr. Swan," Regina said with a wave of her arm, a smile breaking out onto her face.

"Mr. Swan sounds funny…" Henry observed, his face scrunching up in a clear dislike of the moniker.

Emma didn't hear Regina's response, the two moving away down the hall out of earshot; leaving her to reminisce about the way her former teacher used to call her Miss Swan. Emma had always liked it, despite the fact that when Regina had used the term she was usually in trouble for one thing or another in class. She wouldn't mind hearing it used again, wondering how it might sound whispered into her ear. She felt her cheeks heat up, burning a little at the image and quickly shook the idea away. Regina was her former teacher and her son's current tutor. Any thoughts of _anything_ else needed to be banished.

Regina and Henry saved her from any more unbidden fantasies as they came back down the hallway. "Mom! Regina says we're having meatloaf AND mac and cheese. Homemade mac and cheese!" The boy was practically vibrating with excitement as he skipped down the hall beside a clearly smitten host.

"You're son's enthusiasm for food is…"

"Endearing?" Emma supplied.

Regina chuckled a little and nodded her head in agreement. "If you want to follow me I'll show you to the dining room."

Emma followed behind Henry, Regina staying close to her side as she guided the group. Emma leaned closer to the brunette and whispered, "He comes by it naturally, you know…"

Regina turned her head, surprised by how close Emma was to her, but willed herself not to pull back. "His good looks?"

Emma's eyes widened at the comment, the shock evident in them. "Uh, no…uh…food…"

Regina smirked at the woman, wanting to make her squirm just a little longer. If she was doing this, she wasn't going to pull punches. Their progress to the dining room had suddenly stopped so she stepped closer to Emma. "Food, Miss Swan?"

Emma's mouth went dry at the formal title rolling off the woman's tongue, unable to respond. She searched Regina's eyes for any hint of what she was playing at but found nothing to give her a clue. She watched in fascination as Regina's tongue darted out, wetting her lips, waiting patiently for her to respond. Emma's eyes trailed back up from her mouth, her eyes darkening with want before meeting Regina's again. "Food…his love for food is natural. I mean I like food too." Emma sighed, frustrated with her inability to form a full, coherant sentence around the woman.

Regina smiled and decided to let her guest off the hook for the time being. She'd gotten the answer she was looking for; Emma Swan was most definitely attracted to her. "That's wonderful. Hopefully you'll like _my _food then." She said, her double meaning signaled with a single quirked eyebrow.

When they reached the dining room, Henry was sitting at the head of the table. "Can I sit here? This table is awesome, it's like straight out of a movie or something. I feel like a prince."

Regina smiled again at the boy, there was just something about him that made every maternal instinct she'd ever suppressed bubble up to the surface. "You can sit any where you like, Henry." She turned to Emma, who was hovering just outside the dining room doorway. "You too, Miss Swan."

"Emma, please call me Emma." She begged. The formal title was doing things to her that should not be happening, at least not until she figured out what exactly was going on. She made her way to the seat on the right of Henry, facing the doorway, assuming Regina would want to sit closest to the kitchen.

Regina nodded her head once at the request and disappeared into the kitchen, reappearing moments later with the rest of the food. After setting the dishes down, she removed the lid from the meatloaf and tried to hide her smile when Henry's eyes went wide when she revealed the main course.

"Here we go. I hope you'll be satisfied." Regina was smiling at Henry, but her eyes slid towards Emma, not tiring of toying with the blonde just yet.

Emma squirmed in her seat, mouth watering at both the woman's words and for the food sitting in front of her. She stayed silent as Regina dished up their plates for both of them and dug in immediately as soon as it was placed back in front of her. Halfway through her first serving of meatloaf Emma moaned in appreciation and just barely caught Regina's reaction. _Got her. Maybe I'm not imagining things? _

Regina turned to Henry, hoping to distract herself from the sounds coming from Emma's side of the table. "So Henry, how are you liking Storybrooke so far?"

"Ith's good." He said, talking over the food in his mouth.

"Manner's, Henry." His mom prodded gently. He dutifully chewed the last bite and dramatically swallowed before continuing.

"It's really great. I like school here, the diner's got the best pancakes, and I'm even making some friends already."

"Yes, Granny does make some very good pancakes. They aren't as good as my own apple pancakes, of course, but they will do on a lazy Saturday morning."

"I dunno, Granny's are pretty good. Maybe someday we could have a sleepover and you could make them and I could decide whose is better. You know, officially." Henry prodded.

Emma's eyes bugged out and she started to apologize for Henry's behavior but Regina beat her to the punch. "Perhaps someday we could arrange that." She smiled at Emma and the look set Emma adrift. Her former teacher was openly and honestly flirting with her, that much was clear. What did it mean though? The rest of the food on her plate went untouched, Regina and Henry's banter only background noise as she sat lost in her own thoughts. It was hard to wrap her head around. Maybe Regina just flirted with everyone? Was she even a lesbian? Could she possibly be attracted to her?

"Mom? You done?" Henry asked, bringing her back to the conversation. "Regina said you were on cleanup duty while we go study."

"Yeah, I'm done. Go get your math learned." Emma said, palms up in defense before Regina could correct her grammar. "I know, I know. Proper English, Miss Swan." She said in a falsetto voice, a hint of a British accent peppering the speech.

Regina glared at the blonde. "I have never sounded like that in my life. Henry, let's go. Your mother is clearly confusing me with Julia Childs." She said, smiling at the blonde, her stomach fluttering at the returned gaze.

Henry made his way down the hallway to the office, Regina tight on his heels. When she clicked the door closed, she sighed a little at the reprieve from her little game. She closed her eyes for a moment to gather herself and to get into "teacher mode."

"So I came up with a name for our operation! Operation Beavers!" Henry exclaimed. "It's perfect right?"

"Excuse me?" She said coolly. Surely she had heard him wrong?

"Yeah, beavers! We just learned about them in biology. They mate for life and raise their kids together. I thought you'd like it?" Henry's excitement deflating rapidly in front of her.

Regina kicked herself mentally. Of course the ten-year wouldn't understand the double meaning. Was she really actively participating in something called Operation Beavers? "It's perfect Henry, I simply thought I had misheard you. Why don't you get your math homework out and we'll get started."

Henry stared at her blankly.

"Did you really think you wouldn't have to work on math? I told you I wasn't going to lie to your mom. This was your idea after all." Regina scolded gently when he didn't make a move for his backpack. His shoulders hunched and he pulled out a few papers from his bag.

"I just figured we'd use this time to talk about the next phase of the operation."

"Don't you think it would impress your mom if I could help you get a better grade? I thought everyone loved a hero?" Regina countered, still determined to help the young man, despite whatever the outcome of the _operation _might be.

"Yeah, I guess." Henry grumbled.

Regina did her best to ignore the glum mood the child was suddenly in, surprised that some things still came naturally to her even though she hadn't taught anyone or anything in over 5 years. "First, why don't you tell me why you're having trouble in math."

Henry fidgeted with his pencil a little bit before answering. "I just don't like it. It's not fun like reading and stuff."

"So we just need to make it more fun? That's it?"

"I don't think it's possible…"

"Well, you have no idea what I'm capable of. Let's get started."

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Thirty minutes later Regina left Henry with a pile of M&amp;M's and a sheet of problems to complete on his own while she went to check on his mother. Her stomach flipped a little at the thought of being alone with the woman for the first time since she had arrived in town, Henry not being there as a buffer. She checked the kitchen and found only a few dishes drying in the rack, so she made her way down the hall towards the living room. She clacked her heels a little harder then necessary on the wood floor so that she didn't startle the woman.

When she turned the corner and made her way into the room, she saw that her effort had been unwarranted. Emma was sound asleep on the couch, her head cocked at what appeared to be a very uncomfortable angle. Torn between wanting to let the woman sleep and wanting to save her from a terrible neck ache the next day, Regina decided to try and do both. The slipped her heels off and made her way across the room. Leaning over Emma just slightly, she slipped her hands behind the woman's head and gently righted it. She was pulling away, her hands sliding across the woman's delicate skin, a breath away from a caress when she caught herself leaning closer to the blonde's face. Breathing the same air for a heartbeat, Regina pulled back quickly when Emma's eyes popped open.

"…gina?" Emma questioned softly.

Regina straightened, clenching her hands against her sides as though they had just betrayed her. "Yes, sorry. I was trying to save you from a terrible neck ache tomorrow. At any rate, Henry is finishing up. I'll go see that he gets everything packed up so you can be on your way." Regina turned to flee the room, embarrassment seeping into every fiber of her being. A hand shot out and stopped her progress.

Emma saw the panic in Regina's eyes and couldn't figure out what she'd done to cause it. She just knew that she couldn't let the woman who had been oozing confidence an hour ago flee. On instinct she drew a lazy pattern with her thumb across the inside of the brunette's wrist, hoping to calm the woman down, her grip tight, but not constricting.

It was doing anything _but_ calm down Regina. It was lighting a fire inside her, a burning that she could only hope one day would be quenched. She kept her body turned away, not wanting the other woman to see her reaction to such an innocent touch. She closed her eyes and took a few deep breaths, surprised to find Emma standing in front of her when she opened them back up.

"Hey…everything okay?" Emma continued the stroking with her thumb, her grip not easing up.

Regina had no words. A thousand things were flying through her head, a hundred answers she could give to that question. Before she could form one though, Emma took another step closer.

"What, um…is there…what's going on here? Between us?" Emma finally stuttered out. She was all for what she _thought_ was happening, but she didn't want to get her hopes up only to find out she was wrong later on.

Regina continued to stare at her, her blinking eyes the only movement she made. Just as she was opening her mouth to answer the blonde's question, Henry came bounding into the room waving his homework triumphantly.

"I DID IT!" He yelled, unaware of the moment he'd just interrupted.

Emma dropped Regina's wrist reluctantly and turned towards her son. "That's great Hen. Why don't you have Regina look it over and I'll go grab your backpack. We need to get going. It's almost your bedtime."

Regina plastered on a smile for the boy and watched Emma's retreating back as she left the room. "Very good Henry. Let's see if you got them all right." She took a seat on the couch and patted the spot beside her. When he had clamored up beside her, his excitement was evident. She couldn't help but smile again at him, this time a more genuine look. The boy had no idea he'd just interrupted anything between the two women. And maybe that was for the best. The way Emma had just fled the room, much the same way as she had tried to do, told her that maybe the blonde wasn't quite ready for an answer to the question she just posed.

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_**Thank you to everyone who reviewed! I didn't get to reply to them all from the last chapter. Turns out having a baby is a full time job. Who knew? I figured my precious spare time should be used to write another chapter...I will hopefully be able to reply to some of the time though..Thanks again for reading!**_


	4. Chapter 4

"Then what?" Katherine asked, trying to contain the excitement in her voice. Regina's retelling of the previous night made her want to squeal with happiness for her friend—had they not been out in public that is.

"Then she came back with Henry's backpack, used him as a human shield and scurry out the door like a scared little animal." Regina's frustration was palpable. As much as she knew the two of them hadn't been ready for where the conversation was headed the night before she couldn't help but feel disappointment at where it might have led them.

Katherine's excitement deflated instantly. She knew that in reality she should be elated that after only a week the two had already had dinner together, but after ten years she wanted things to happen faster, for them to have a movie worthy ending right now. Hopefully, in time they would—but until then she was going to be living in a constant state of anxiety for her friend and her fragile heart.

"So what next?" Katherine prodded carefully, after a few minutes of watching Regina stab at her poor, unsuspecting eggs.

"I have no idea. I guess I continue to tutor Henry and we see what happens. I don't want to push to hard. She got this look last night, like she…like she was just as scared as I am. I think that's what made me so bold—like I knew that I had to step up or we'd never get anywhere." Regina sighed, she _had_ been on point last night. Her flirting surprising even herself. "It's crazy to be talking like this. I mean I still don't know anything about her…all I'm holding onto is a connection I felt ten years ago. I've lost my mind haven't I?"

The pleading look in Regina's eyes made Katherine reconsider her push for her to get this all out of her system. Maybe she had underestimated the toll it might take on her friend.

"No, you haven't…not totally at least. I mean not yet anyway…." Katherine trailed off, the teasing pulling Regina out of her spiral just a little. "Let's just figure out a way you can get to know her better. I mean because you couldn't just ask her out on a plain old date. That would be so…pedestrian." Katherine laughed at the glare she received and plowed on with her dialogue.

"What if you hired her for the weekend under the pretense that you needed a date for something…and then you'll fall in love instantly?"

Regina scowled at the blonde. "That's the plot to Can't Buy Me Love. Or Pretty Woman…but I will give you the benefit of the doubt and assume you aren't calling her a prostitute."

Katherine laughed again and proceeded with her brainstorming. "What about you tell her you're getting deported and that you need to marry someone to stay in the country?"

"The Proposal." Regina countered blandly.

"You could pretend to be a man, befriend her and then later the truth will come out but…"

"She's the Man." Regina interrupted, clearly unimpressed by Katherine's game.

"You could get her to sign up with a dating service and rope Henry into getting her on there too and email her all time…"

"You've got Mail. Now you aren't even trying." Regina said, finally laughing at the thought of her romantic life following the plot of some random movie.

"I got one! You could get magic, go to a special school together, fight off bad magic villains and then defeat the One Who Shall Not Be Named together and then fall in love and get married and have kids that you send back to the same magic school you went to!" Henry jumped in, having only heard the last little snippet of the conversation.

"That's Harry Potter, kid. And I don't think that's going to work for these two. I'm Katherine by the way." Katherine said, sliding over to make room for her partner in crime. She was excited to meet the little boy, who Regina was clearly smitten with and who she was quite sure was going to bring the two women together in the end.

"Nice to meet you Katherine." Henry stuck out his hand, which Katherine shook with glee.

"Does your mother know where you are Henry?" Regina asked as he slid in the booth across from her, hoping that she didn't have to once again return a rogue ten year old.

"Yeah, she's coming. She forgot her wallet and had to run back home. I saw you in here though and figured it was a good time to talk about Operation Beavers." He said proudly.

Katherine promptly spat her coffee all over the table, much to the amusement of Regina.

"Why don't you tell Katherine why it's called that Henry? If we are all going to be in this together she better know the backstory." Regina shook her head, still not believing these two were the ones she was trusting to get her her happy ending.

"The fall in love and live together forever and raise their babies together." He explained seriously.

Katherine nodded in agreement, the hint of smile still playing on her lips. "That makes perfect sense Henry."

"So I only have a few minutes before mom gets here. What if you have a party? Isn't that like a thing where people can meet?" Henry had been thinking about a plan all night and he figured both woman would be more comfortable with other people around.

"That is an excellent idea Henry. Such a smart little boy…" Katherine winked at him, glad to have him on her side. She looked at Regina, who looked like she was seriously considering the idea.

"It's not a bad plan, Regina." Katherine prodded with a slight shrug of her shoulder. "I could whip something together…you'd just have to get her there?"

Regina looked across the table at the two, matching hopeful looks on both their faces. She slowly nodded her head in agreement as they both let out whoops of joy. "If your mother is on her way, I'm going to get out of here now. I don't want to run into quite so soon after last night." Her face said the exact opposite of her words, but she gathered up her things any way and scooted out of the booth.

"Henry, I will see you Friday night for tutoring again. Katherine…I am sure you'll be bugging me sometime before that." Regina disappeared out of the diner, moments before Emma came in.

Emma spotted her son immediately, sitting next to a striking blonde. One who looked very familiar and one she prayed her son wasn't trying to set her up with.

"I see you made a new friend Henry." Emma said, as she strolled up to the booth.

Katherine smiled at Emma and could instantly see why Regina was in so much trouble. The girl who had looked so haunted in high school had grown into herself and quite simply, was gorgeous. All blonde curls and curves. "Hello Emma. It's good to see you again. You look well."

Emma fidgeted slightly, embarrassed at the compliment from an almost stranger. "Thanks, you taught…teach at the high school too?"

"Still there, even with out my partner in crime. I'm Katherine." She eyed the young woman, wondering if there was going to be any recognition. When she didn't get any, she took it as a good sign for Regina.

"I was just entertaining young Henry here. Regina was, but she had to go. Party emergency." Katherine nudged Henry slightly, hoping he was following.

Emma's brow furrowed in confusion. The question left unspoken.

"Oh, sorry—I forgot you haven't been living here. Regina throws a luau every year…" Katherine covered Henry's ears, just enough for show. "Lesbian Luau…" She uncovered the kid's ears and winked at Emma. "It's like the event of the year or something…you should come. It's this coming Saturday."

Emma didn't know whether to be shocked that Regina threw a Lesbian Luau every year or that she was being invited. She just nodded absently as she was processing and Katherine took that as a confirmation.

"Great! Regina's going to be excited to see you there. How about I pick you up around 7? That way you don't have to walk in alone. And don't worry—I'm straight so it's not like a date or anything. You'll be able to mingle freely." Katherine was still grinning at her like a Cheshire cat, like she knew too much and not enough at the same time. Katherine decided to get out before Emma could catch up to the conversation and back out so she unceremoniously pushed Henry out of the way and exited the booth. "This will be great. See you at 7 Saturday!"

Emma watched as Katherine whipped out of the diner and shook her head slightly. "What just happened?" she asked Henry, not sure if she was excited or terrified.

"You're going to a party mom!"

"I guess I am."

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Regina heard her best friend's chime on her phone and was almost scared to look. She'd only left the diner 15 minutes ago. What could have possibly happened in that amount of time?

**FYI: Lesbian Luau at your house this Sat. **

_WHAT?!_

**Emma will be there. The only catch is we have to pretend you do it every year….**

_The only catch? I'm going to kill you._

**You won't. You need me too much to pull this off. Planning session tonight! I'll bring the wine this time. **

_There is not an emoji to clearly express my emotion at this time. I am reserving an epic scowl for you tonight. _

What had Katherine been thinking? A luau? She didn't know whether to be excited or scared, but if Emma showed up it would all be worth it.


End file.

Once Upon a Time, Humor, Romance