Note: This is more accurately rated as T to M-ish.

At first it is plain curiosity.

She notices them near his right elbow one Sunday afternoon after they got back from lunch at the Charming's. Regina is with her head on his lap, his fingers caressing her hair while he is watching some football game. There are 12.

Two days later she has him shirtless, breathing heavily, mumbling sweet nothings mixed with naughty wishes. Her fingertips lightly caressing his torso when she notices more of them close to the underside of his chest, and she counts again. Six this time. She proceeds down, unbuckles his belt, opens the flies of his pants, and laughs when he picks up a pillow to cover his face. He always manages to moan when he's not expecting to and it's loud and it's like music to her ears. So, when she takes her eyes away from him and silences her teasing, she spots more of them. His right hip and thigh are dusted with them, and she wants to count and does it with tiny kisses. 56.

She looks at the other side, and there are more, hip and thigh covered in them. And she counts again, and gets him hot and bothered by the time she finishes it. 89. She has no time to keep looking and counting. He groans loudly thinking she's teasing him for the sole reason to have him begging, and he decides he's having none of it, and when he sits and she looks at him, a little distracted and strangely focused, he gets her back by kissing her hard, tongue invading her mouth, robbing her attention from whatever damn thing that got her distracted in the first place. She moans and holds him and soon they are tangled up, panting and whispering sweet nothings to one another. They come together, eyes locked, names softly whispered in the night.

Afterwards, when he slips out of her and lies down on his side, she spots more of them. She's curious as to why she has never noticed them before when he speaks, startling her.

"I know what you're doing. I suggest you take note of them, because I know how many of them I have," he says, smirking at her shocked face.

"I should ask you how do you know what I'm doing, but the more pressing question is how do you know the number?"

"I might have done this once," he answers, his eyes suddenly somber.

"How?" She is suddenly struck by a pang of jealousy, imagining that another woman, namely his wife of course, had the honor to count his freckles.

"Once I took two arrows. On here and another here," he shows her two light scars, one in his belly and the other in his left thigh. "A robbery gone bad, I'd say."

"You never told me you had been injured before," she speaks a little too loud.

"I thought it wasn't necessary. And I wasn't expecting that you were going to be fascinated by my freckles," he chuckles, holding her closer.

"Right, it's in the past anyway, but how do you know the number?" She is back to her curious manner again. He laughs lightly.

"Roland did," he tells her, and Regina has a hard time to believe him.

"How's that even possible?"

"Well, he needed to understand at least how to count things because he wanted to help us when we took from the rich. Friar Tuck was helping him learn how to count. At 3 years old he already knew how to count up to 50. He was always a smart boy."

"He is too smart, if you ask me. So you did the math with his help. How long did it take for you to recover?" She asks genuinely concerned.

"In three weeks I was walking again, but the wound in my belly held me back for five months, but now I'm ok."

"I'm glad you are," she says simply and rests her head in his chest.

Minutes go by with a comfortable silence surrounding them when Regina finally speaks, giving in to her curious need.

"How many are there?"

"Why don't you count? Take note and do the math. If you are correct, I assure you that you will not regret the trouble of counting freckles." He laughs and winks at her. He doesn't seem to realize how serious she is taking this right now.

"Can I start now?" She asks, the need to tackle this challenge burning deep in her chest.

Robin is taken aback by her eager request, because he really doesn't know the number, he just wanted to distract her, but decides to see what is going to happen, when she makes him gasp with wet kisses on his neck, already counting the damn freckles.

A week later when they are alone, holding each other on the rug by the fire, naked and very much satisfied, Regina sits and picks a paper that was on the table the whole evening and unfolds it.

"Well, after a hard working week," she winks at him and he chuckles when she tries to put her best this is serious business, thank you very much face. "I'd like to announce my results, sir," she says in a tone that reminded him of the days when she was still the mayor. He swallows a groan.

"I know how hard you worked, milady," he says, sitting up and waiting for the result. He thinks it is impossible to get a precise number.

"I had to recount a few of them, because it was almost impossible to count anything near your waist line. Ticklish thief, if I knew about that, it would've been easier to catch you back in the Enchanted Forest," he laughs loud, a delight sound filling the living room and making her heart skip a beat or two.

"I can totally see your black knights trying to catch me by tickling me," the mental image was too ridiculous and the both of them laugh louder. "Please, Regina, this is the craziest thing you ever said to me."

She is laughing harder now, tears streaming down her cheeks, and she is clenching the paper in her hand, letting the ridiculousness of the moment take over.

"Okay, I didn't think about this particular detail," she keeps laughing and Robin is clenching his stomach as it is hurting after laughing so hard.

"It's okay, I think it's time to damage their reputation, and only the queen could do it," he now smiles at her, his eyes sparkling with a mix of happiness and love.

"Right, let's not lose the focus here. As I was saying, I have the right number," she says solemnly, head high and pride radiating out of her.

"How many?"

"321 freckles," she says firmly, convicted of her research.

"It's wrong," Robin tells her, a grin to defy her certainty.

"It's not! I have everything rightfully documented."

"I know you do, but you didn't count one that appeared two years ago."

"Where is it?" She asks, frustrated that she missed one of them.

"Here," he grasps her hand and puts it over his heart.

"Don't be ridiculous, your chest has only 37 and none of them over your heart."

"But it's not on my skin," he says and smiles at her.

"What are you talking about?" She asks, her frustration quickly getting the best of her.

"You either are born with freckles or they appear in your skin mostly after it was wounded. And they are light marks, even charming at times, but they can also be dark and not at all beautiful. The one it's unaccounted for, Regina, is the one that is over my heart, for you have marked it with your presence, your love. Your soul is part of mine, and mine is part of yours and we share a lot, but this particular mark is all mine because you put it in my heart before I accepted that I couldn't really live my life without you. And come to think of it, your number is right. I just didn't tell you there was somewhere else to look."

Regina's eyes fill with tears, happy ones, and Robin knows that she is not thinking about challenges and freckles anymore. It was fun to have her hands and lips all over his body during that week, but in reality he didn't know that he has 321 freckles, he only knows that he was going to agree with her and make her happy after that crazy task she put herself in. But her resolve and tenacity made him realize that for him it's not about a number anymore, it never was, it is all about the happiness she constantly gives him, and he knows that his heart is forever marked with the loving and stubborn touch of a queen who still dreams about true love and happy endings.

And once again, thanks for reading. I hope you all have enjoyed it and reviews are very much appreciated.