Disclaimer: I don't own once upon a time and I don't make any money from it.

Author's Note: I got the inspiration to this by a story of Killerelephants. I liked the image of Regina telling Henry bedtime stories growing up.

Bedtime Stories

Regina got awaken from her deep sleep by a terrified scream. She groaned, before she dragged herself out of bed and towards Henry's room.

She were to find her four year old son in bed crying and shivering like a leaf. Regina sat down next to him and asked, "Bad dream?"

"Yes," his voice shivered lightly.

"My poor little prince, do you want me to tell you a story so you can get back to sleep?" she asked. She sat up halfway in his bed so he could lean against her. He settled close to his mother and nodded.

She smiled as she stroked his brown hair gently saying, "Once upon a time there was a kind and a queen in a kingdom far away. They had lived together for about three years and the queen treated his little girl as her own. The only sadness was that the queen was not very happy?"

"Why not?" Henry asked, his eyes shining with excitement.

"Because the king didn't love her the way he should, instead he loved his little girl as she was a reminder of her mother. A woman he had lost when she was very young and a woman he loved with all his heart. His old queen was similar to him in age than the new one. And even though his new queen was beautiful she could not in his eyes measure up to the beauty of his daughter," Regina said.

"That's sad, what about the daughter, did she like her step-mother?" Henry wanted to know.

"Their relationship was very complicated as the queen had once save the young girl's life. Still the young girl had caused the queen's great love to die. The queen however cared for this child that was not hers like any mother would do, at least until she was old enough to care for herself. By then her father had died by the hand of the queen but only she knew, she wanted her daughter to pay as well, but not by death," said Regina.

"Why not, if she already killed her husband?" Henry asked.

"She might hate what she did, but she still cared for her," Regina answered.

"So what did she do?" asked Henry.

"She cast a curse that would make her as unhappy as she was, sepperating her from the man she loved. She made sure they wouldn't remember each other even if they were to look each other in the eye," Regina answered.

"That's sad, and the queen did she find happiness?" asked Henry, hoping at least there would be some happiness to the story.

"Some of her happiness consisted in seeing the unhappiness of others, at least for some time. Her main happiness would however be her son," said Regina, giving him a smile.

Henry yawned as he looked at her with tired eyes saying, "She should give them happiness also."

"Maybe someday, my little prince, now it's time for bed," said Regina in a soft tone, kissing his forehead.

"A story with a happier ending next time?" he asked her.

"I promise it will be," she said, with another smile, tucking him in before going to her bedroom.

"Mommy!" Henry screamed out, looking around in the dark room. The six year old boy had just had a bad dream and right now the shadows of the room was scaring him even more.

He could hear his mother's footsteps coming down the hall and the door opening slowly. I had never taken more than one yell to get her there if he did have a bad dream. She was always there to tell him a thrilling story about knights, dragons, kings, queens and princesses. He never knew where she would get these stories other than they seemed so very real.

"Henry, what's the matter?" his mother's voice sounded concerned as she opened the door.

"I dreamed that a great big wolf was going to take me," he whispered.

"A wolf, really," she said as she sat down next to him as she always did.

"It was huge enough to eat a village," he said, snuggling closer.

"Hmmm, did I ever tell you the story about Reg and the wolf?" Regina asked, looking at him.

"No," said Henry, knowing this would be good.

"Well, once upon a time there was a young girl that was named Red. She lived with her grandmother as her parents were dead. She was told from she was very young to wear a Red hood so that the wolf would be afraid when he saw her. She lived a little outside the village with her grandmother and every time it was time for the wolf to come, they locked themselves in to be safe. The same went for the other villagers.

Many of the men had tried to hunt down this beast of a wolf, but none succeeded, it was simply too big and wild. He would tear up everything that came in it's path and the men were an easy match for him.

Red's grandmother had even once come in contact with the beast, she was one of the few that survived which was why she was afraid the beast would come for her granddaughter. As time went by the young girl grew older and less fearful of the beast. Instead she wanted to kill the beast that were terrorizing them and making sure she stayed there so she couldn't go away with her boyfriend Peter," said Regina pausing.

"Like in the story Peter and the wolf," said Henry excitedly.

"Not exactly, you see Red and her friend Mary decided to follow the wolf's tracks to find him. Only when they did just that they soon saw that they faded and turned into human prints leading to Red's window," said Regina.

"Oh, no, does that mean the wolf was waiting inside?" Henry asked.

"Inside there was no one and as Red's last visitor had been Peter she thought he was changing into the wolf, so she found him and chained him to a tree so he wouldn't do any harm when the moon was rising. The only problem was that she was wrong," said Regina.

"But if it wasn't Peter who was it as the print led to Red's room," said Henry, he didn't get it.

"It was Red, the red cape was magic to protect her from herself so she didn't turn. But as her cape was off she did and attracted Peter. Mary didn't get there until it was too late and by the time she turned and learned the truth Peter would be lost forever," said Regina.

"Awww poor Red, what happened to her after that?" said Henry.

"She learned to deal with the new truth, to my knowledge she helped the evil queen's daughter to save her prince before the curse broke out," said Regina.

"All of this are just fairy tales right?" Henry asked.

"Of course, my little prince," said Regina in a very soft tone.

"I mean I know there are kings and queens and such for real, but no evil one and no werewolf," said Henry, looking at her with questioning eyes.

"Not in this world," said Regina thoughtfully.

"What do you mean?" he asked, even more confused.

"Nothing you should worry about, you should sleep, it's very late," said Regina, tucking him back in.

She was about to leave when he said, "Mom."

"Yes, Henry," she said and turned to face him in less than a second.

"Can you please stay until I fall asleep, would feel safer if you did," he said, looking at his mother with insecure eyes.

"Of course," she said and walked back to the bed where she sat down leaning her back against the head end. He leaned against her, resting his head in her lap. She let her fingers gently caress through his head while he fell slowly asleep. By then she didn't care to move so she decided to sleep there instead just in case her little prince again woke up. Better to be on the safe side.

Henry was looking though the storybook he had gotten from Miss Blanchard the very same day. It was the same kinds of fairy tales his mother had told him every time he had a nightmare. The same character, Red and Peter, the evil queen, Snow White and her Prince, Belle and the beast, Pinocchio, dwarfs, fairies, dragons, everything was there. Absolutely everything, except one thing, there was one thing his mother never told him according to the book, that the fairytale characters were stuck in this world and couldn't get back without Emma, Snow White's daughter.

He hid the book, only for Regina to find at a later point. She sighed heavily know that now he would know and that might lead to her end if Emma ever were to return.

She would the very same night again be woken by one of his screams, and she would as always hurry towards the bedroom to rescue him. Only this time he was looking at her differently like he seemed scared.

"Henry, what is the matter?" she asked in her regular worried tone.

"You're the evil queen, you'll make me eat an apple or hex me or, or, or…" his voice shivered.

Regina quirked a brow, saying, "My little prince, those are only fairy tales, those are not real."

"But if they are, you are her, you looks like the pictures," he said, his voice were still shivering.

Regina came closer, saying, "I have never hurt you and I never will."

He thought about it and knew she was right, she had never harmed him in any way. Of course she had punished him if he overstepped, but not in a harmful way. She had cared for him like any mother would. She even spoiled him from time to time. He knew that even if the pictures in the book looked like the persons in the city, he had nothing to base it on other than what he thought.

He looked at his mother with confused eyes not knowing what to think, only that he felt strongly about it. Regina stood awaiting, looking at him with calm, kind eyes.

She of course knew it all to be true and that she in fact was the evil queen. It was a lot of things that had made her heart turn as black as night, and cold as ice over the years, but Henry was not one of them.

If anything he was her savior. He was what kept her sane in this horrid, boring town. She had gone around for almost eleven years, thinking that she was going to lose it. Being trapped there. She got her revenge sure, as the rest were trapped there as well not being able to recollect who they were, not being able to grow older, like she. The problem was however as time went by she started to feel lonely. She had her lovers, but they didn't change that fact.

So as she was a woman of power and a woman of wealth she decided to adopt a child, a son. She figured that would be easier than a daughter as daughter would in time wonder why she did not look like her and she would feel a sting in the heart by that. She always had wondered what a child of her would look like, but she took it she would never find out. Not because she could not reproduce, but because she had no one to reproduce with.

Regina instead adopted a little boy abandoned by his mother, Henry. She didn't care too much for changing his diapers or midnight cries, but she managed to make it work. She sheltered him the first years from the town as he grew and they didn't, but in time she did enroll him to school so he would have friends and a place to be as she worked.

And now here he was her little prince questioning her identity. She wondered if she was wrong to tell him stories, but shook it off. She just had to convince him the books were only fairy tales as well.

Finally he spoke saying, "I know you wouldn't, can you please tell me a story, one that is not in the book, a new one."

Regina nodded with a little smile as she sat down by his bedside saying, "Once upon a time there was very lonely queen. She had all you can ask for, money, a huge castle, horses and everything else. She should have been happy with all she had, but she was not."

"How come?" Henry asked, looking at her with sparkling eyes.

"Because the queen was lonely. Her husband had died and her step-daughter had left her after a quarrel and now her big castle seemed more like a prison as she had nothing to share everything with. The queen was wondering if she should have a new companion, but she knew that could take forever, besides she had not felt loved by her former, so she was in doubt. She did however want a child, but that is hard to make alone," said Regina.

"So what happened?" Henry asked in suspense.

"She left her castle and traveled for some time, she saw new places and settles somewhere else. In a small town where no one knew who she really was. She worked for many years until she figured as she was still alone she wanted to adopt a child. That was a long process, but she got cleared and then ended up adopting the most beautiful baby boy, which she loved with all her heart. He was everything she dreamed off and more and he would be her whole world," Regina finished in a soft tone.

"So she become happy and not lonely," said Henry.

"That she did, but now it's time for bed," she said, tucking him in and kissing his forehead and nose.

"Goodnight, mommy," he whispered, closing her eyes.

"Goodnight, Henry, I love you," she whispered, and got a grunt in response before returning to her bedroom.

"Mommy!" Henry screamed out, opening his eyes and sitting up with a jolt. He could spite the fact her bedroom was a bit further down the hall, hear footsteps coming towards his bedroom.

A moment later the door opened and both Regina and Emma stepped into his room. Regina rushed over to his bed, sitting down next to him, while Emma stood in the doorway watching over them.

"You okay, kid?" Emma asked, her eyes seemed worried.

"What's wrong, my little prince?" Regina asked, letting him lean towards her. Spite the fact he was eleven, nearing twelve he sometimes did have bad dream.

"I dreamed there was someone trying to kill you," he said, looking at Emma, shivering lightly.

"Not me I hope," said Regina in a soft tone.

"No, no, she looked like you, but she seemed older, and powerful," said Henry, as the woman had similarities to Regina, she had made Emma raise from the ground, only to make a fist that seemed to crush her so she fell to the ground squirming. Then she walked over and looked at her smiling sweetly before ripping out her heart.

Emma looked as Regina seemed to freeze and look scared as well whispering, "She can't have you, she can't have any of you. I can promise you she won't harm you, my little prince."

"Is she real?" he asked, looking at his mothers.

"Yes, but I will deal with her," said Regina in a very soft tone.

He nodded as he looked at her asking, "A story please, happy one."

"A happy story, okay, let me think," said Regina as she looked over at Emma, that had come a little closer.

"I got it, once upon a time there was a lonely queen that lived in a land far, far away, she was searching for someone to fill her empty void and adopted a son she came to love very much. In fact he was the only one she showed great care and love for.

Her son whoever managed thought she was an evil queen and found he was adopted so he went in search of his birth mother. He ran away one day causing the queen to be out of herself with worry for her young prince. He was however brought back with the woman that was his true mother.

As soon as the queen saw her she knew her to be the fairest princess that was, but as she was a competitor when it came to her son she had to get rid of her. She hated to see how her son bounded with this woman and how he ran to her," Regina paused to take a breath of air. She could see Emma smiled rather amused, nodding for her to go on.

"She knew all too well she could not kill this princess. Her heart wouldn't allow it as she had started to fall for her and killing her would ruin her curse. So she decided to cast her into a sleeping spell. The only problem was that it went wrong and her son got under the curse. She thought she was going to lose him, but the fair princess came to their rescues and broke the curse.

They soon were drawn back to their fairytale land where the queen had to hide as everyone was after her because of the spell. Again the fair princess came to her rescue, as she had also fallen for her queen and did not think it was right that she should not continue to raise her son. She went in search for her queen and kneeled before her, declaring her love. The queen with tears in her eyes, knelt down opposite her saying she loved her as well and wanted to spend the rest of her day with her. She leaned to kiss her and they were soon to be married and live in the queen's castle with their son," Regina ended her story.

Henry yawned whispering, "Good story."

"Thanks, time to get back to bed," Regina whispered, kissing his forehead.

Emma followed her example before they left his room. As they walked back towards their bedroom Emma asked, "Who did he dream about?"

"My mother, she's horrible, but I won't let her take you so you don't have to worry," said Regina in a soft tone, dragging Emma back to bed.

"I hope no, so can you tell me a bedtime story as well?" Emma asked with a yawn.

"Yes, once upon a time there was a queen and a princess living together in a great big castle. They were once bitter enemies, but had as time went by came to fall madly in love with each other. Since they both cared deeply for the son the princess gave birth to, but the queen raised they decided to live together at the queen's castle. They didn't share room until after they were married

Thanks for taking the time to read this story, feedback is always welcome :o)