Disclaimer: I claim no rights to Once Upon a Time or the characters used. They are the property of their respective owners and I make no profit from this writing.

A/N: Okay, so I have been sitting on this story for almost 3 weeks now. Each time I went to edit it, I ended up adding another 500 words and changing the direction multiple times, so while I'm not entirely happy with it, I've decided to go ahead and post it instead of stressing over it. I tried to smoothly integrate the past and the present without dropping too heavily into flashback-mode, so I hope it doesn't confuse anyone.

Please let me know what you think.

"Ms. Swan, come back to bed."

The gruff, sleepy voice of the Mayor reaches her ears from her current position, which happens to be in the middle of the bedroom doorway, facing out into the hall.

With her back still to the form resting peacefully on the bed, the same bed that had previously been rocked to hell and back a mere couple of hours prior, Emma turns her head slightly in Regina's direction.

"I don't…" Emma takes a deep breath before continuing, "I don't think I can do this."

There is a short pause before Emma hears the subtle shifting of sheets. A flash of lightning briefly illuminates the room and within Emma's periphery she sees Regina has sat up somewhat, her elbows supporting her upper body. Her sleep-reddened eyes gaze questioningly at Emma.

"You've never expressed a problem with our little arrangement before," Regina states, her voice quickly losing its sleepy tinge. Emma can hear the slight annoyance in Regina's tone, barely brushing upon accusatory.

"It's not the arrangement that I have a problem with," Emma grounds out in response.

She turns away from the Mayor again, tilting her head and glancing down, deciding to fidget with the hem of her shirt, which she now notices is on inside out. She sighs, her irritation increasing.

"Well? Are you going to spit it out sometime tonight, Ms. Swan, or do I need to cancel my morning meetings?"

Her shirt forgotten, Emma turns around abruptly, glaring. The glare softens against her will as her eyes take in the form of Regina. Even with her hair mussed and her eyes tinged with red, she oozes sex. That probably has more to do with the fact that Regina's position has her chest jutting out, the top sheet barely hanging onto the swell of her breasts, which Emma knows are bare beneath. Emma would bet Mr. Gold everything she had that Regina was laying that way on purpose.

Emma quickly refocuses, Regina's knowing smirk doing more things to her body than she'd care to admit.

"I have a problem with… staying over," Emma states rather quietly.

Sleeping over at someone's house after a night of debauchery was unfamiliar territory for her. The feeling of another warm body lying next to her without sexual intent was uncomfortably foreign and she couldn't quite quell the slight sense of panic that had overtaken her as she had lain in Regina's bed. Of course, it wasn't as if the other woman was sleeping on top of her. No, after asking Emma to stay, Regina had rolled over onto the opposite side of the bed and made herself comfortable before drifting off to sleep.

Emma had been too thrown off in the change of routine to have even considered trying to fall asleep. She had lain stock-still on her back while a multitude of thoughts ran through her brain. She couldn't understand what had changed between her and Regina. Why would she invite her to stay the night? Falling asleep together is just… not what they do. Their routine consists of great fucking followed by a quick dismissal a couple of times a week. Simple enough, Emma thought. She was content with it, Regina seemed to be content with it. But then tonight happened.

Her wrist still burned hot from when Regina had grabbed it to pull her back into bed, with a quiet request to stay. She had stolen a few glances in Regina's direction as the other woman had fallen asleep and then she had progressed to burning holes into the back of her head as she had gone further into thought.

Was this just another ploy with which to torture her with? Surely Regina knew that she was not the sleepover type, no matter how tired she was. Or was this Regina's way of telling her something… that maybe she wanted more out of this… more out of Emma?

And with that last thought, Emma had felt a rush of panic flood her body, from the top of her head to the very tips of her toes. Her heart rate seemed to triple and her heart itself had felt like it was about to beat right out of her chest. She had looked away from Regina then and instead focused her eyes on the ceiling, taking deep, steady breaths. After a few long moments, she had managed to calm most of her system down.

Her thoughts, on the other hand, continued to run on overdrive. Was Regina seriously considering expanding their relationship beyond sex? Why would she do that? What changed? Could Regina possibly have feelings for another human being that amounted to more than just utilizing their emotions for her own selfish agenda? And what if she could? Could Emma - would Emma - allow Regina to carry their… whatever this was between them… to another plane? Could she handle it? Could either of them handle it? Another thought struck Emma.

Was she, Emma, willing to try?

That thought alone seemed to cease Emma's breathing almost instantly before her mind had tried to backpedal. This was ridiculous. This was Regina Mills she was thinking about. The only emotions shared between her and Emma were anger and resentment with a side helping of lust. Nothing more.

But she couldn't stop the upsurge of conflicting feelings that seemed to well up inside of her chest. The possibility of them being more brought out fear, confusion, apprehension. But when Emma looked deeper, she knew that there was also a sense of longing buried deep down under all of the trepidation and panic.

Of course she desired the other woman; she knew that she herself was desired as well in return. But to actually yearn for her, for the Mayor, the so-called Evil Queen, perturbed her to an extent.

She realized she couldn't keep lying in Regina's bed; her thoughts feeling as if they were quickly, heavily trying to close in on her, ready to suffocate her to death next to the woman who was the cause of it all.

So she had slinked out of bed before quietly trying to locate and slip on her clothes. She had just made it to the threshold of the doorway before she felt herself stop. Here she was, fleeing… running away from something that might not even exist. She could hear the faint whispers of her mind's previous debate in her ears as she stood frozen, not a sound heard except for her steady breathing and the muffled pitter-patter of the rain against the windows. And then…

"Ms. Swan, come back to bed."

Now here she is, standing in front of Regina while chewing one corner of her lip after having told her in a somewhat vague fashion that she was not comfortable with sleeping over.

Regina's gazing at her with a curious expression on her face. Emma is gazing right back while struggling to keep her eyes from drifting lower.

"Is that what all this is about? You're homesick?" Regina mocks.

A frustrated sigh emits from Emma's lips. She can't help but wonder if it would ever be possible for Regina to hold a civil conversation with her outside of public scrutiny. "It's not that… I just—"

"Because I think I know a way to fix that," Regina deftly interrupts, a wicked grin spreading upon her face. She pushes off her elbows and scoots back until her upper body is resting against the headboard. The movement causes the sheet to slide down her body, revealing her breasts. Emma half-heartedly attempts to look away, but the moonlight streaming through the window and the near-constant flashes of lightning seem to turn Regina into a makeshift neon sign.

Regina drapes her arms over one of the horizontal bars embedded in the headboard, pushing her chest out even further. Emma has half a mind to tell her how full of herself she is if she thinks that's enough to sway her off-topic. But Emma's suddenly dry lips tell otherwise as she subconsciously swipes her tongue out to moisten them. If there was one downfall (among many) of Emma and Regina having sex, it was that Regina had learned most, if not all, of her weaknesses.

Yes, Regina had learned rather quickly over the weeks that Emma Swan was indeed a breast woman.

Regina's short, deep chuckle brings Emma out of her momentary lapse and she closes her eyes to get herself back on track. Once she's gathered some control over herself, she wills her eyes open, but looks off to the side to avoid any distractions.

"I'm not homesick. I just… I don't… do this," she finishes lamely, gesturing towards the bed with her hand.

"Do what, dear?" Regina still has grin on her face, but it looks like her lips are struggling not to morph into a line of impatience.

"Sleepover," Emma finally spits out, "sharing a bed that is not currently being used for fucking."

Regina's expression goes momentarily blank before a small, somewhat condescending smile takes up its usual residence.

"Really, Ms. Swan, if you weren't comfortable sharing a bed with me you should have spoken up. I do have guest rooms, you know. Or you could have just slept on the floor. Who am I to say what you're accustomed to?"

Emma rolls her eyes. "You're missing the point. Why did you want me to stay over in the first place? The agreement was that I come over a couple nights a week, we fuck, I leave, the end," she ends in a huff.

Regina's eyes narrow imperceptibly before she crosses her long legs at the ankle underneath the sheet, depicting a superior posture that Emma knows she's using to make Emma feel like a child.

"Ms. Swan, in case it has escaped your notice, while we were busy not sleeping in this very bed, the weather took a rather nasty turn." Another lightning bolt flashes across the sky, illuminating the room briefly in a murky blue hue, seeming to further propel Regina's point.

"Would you rather I had kicked you out? Let you kill yourself driving that deathtrap on roads that are more than likely flooded?" Regina asks, her voice hard. If Emma didn't know any better, she'd think that Regina seemed a little hurt that Emma didn't first think of her as a hospitable host.

Emma glances out of the window, and then turns her eyes back to Regina.

Sex. That is what it all comes down to between her and Regina. Sweaty, filthy, sex.

Emma feels a sense of relief at first, choosing to hold onto that feeling instead of acknowledging the one lurking beneath its surface.

Disappointment.

She feels her face heat up slightly as a light blush inevitably spreads across her cheeks. She feels foolish. Why would she even consider the idea of them being more? Because of… what, Regina letting her sleep in her bed for a night? Emma hates herself for letting her thoughts get away from her, but she hates herself even more for the tiny part of herself that might have even looked forward to the challenge.

Regina furrows her brow a little upon seeing the differing expressions flitting across Emma's face in the span of 10 seconds.

"You didn't think I was trying to develop this little tryst into something more substantial, did you?" Regina asks skeptically. Emma can hear the trace of amusement in her voice and before she can think of something to say, Regina continues.

"I'm surprised you didn't leave right away if that was the case, knowing you and your debilitating fear of anything even resembling commitment. Unless…"

Emma feels her eyes close as she realizes that Regina is about to hit the nail on the head.

"…you actually entertained the idea…" Regina's voice is shaking slightly with suppressed laughter.

"Is that what it was? My, the fact that you stayed-" she glances at the clock, "- almost 2 hours tells quite a lot, Ms. Swan."

"It doesn't tell anything, Madam Mayor," Emma says, finally speaking up, her eyes opening. Her mouth opens to form more words but is cut off by Regina who chooses to ignore her and continues as if she was never interrupted in the first place.

"Tells quite a lot, indeed. Oh, dear, the conclusions your mind jumps to. If only I could have been a fly on the wall during that thought-process," Regina carries on easily. "I mean, I can only imagine what all went through your head. Makes me quite curious."

Emma takes a steadying breath, willing Regina to just shut her mouth.

"Tell me, Ms. Swan… in that highly imaginative brain of yours, did you go so far as to picture me cooking you breakfast in the morning? Did you envision yourself laughing joyously with Henry at the family table as we all shared our love for each other? Hmm? Or was it more intimate than that? Did you imagine us snuggling?" Regina spits the last word out with cruel delight, her tone laced with ridicule.

"Enlighten me, dear," she pauses, almost thoughtfully, "… was I the big spoon?"

Emma stares directly at Regina and feels herself toughen, harden, under Regina's mocking gaze. She should have known that this woman was nothing if not cruel when it came to others and their emotions. She could feel her hands clench into fists at her side and her breathing increase.

Regina looks upon Emma's newfound demeanor with a leer in her eyes.

Both of them continue to stare at the other for a long moment, tension sparking the air, before Regina finally sighs.

"So…" she says nonchalantly, wetting her lips, "are you going to run away from the mean, scary woman who hurt your feelings or are we going to fuck, Ms. Swan?"

Emma feels Regina's eyes rake over her form as she leans further back into the headboard, and Emma feels almost violated as her nipples harden in response to the once-over. Damn her.

Regina had greatly over-exaggerated Emma's thoughts on the matter of their relationship - albeit on purpose just to mock her - but it quite helpfully reminded Emma of how much she loathed the other woman and she knew she wouldn't dare "entertain the idea" again. Whether that was Regina's plan, she didn't know. What she did know was that there was no way in hell she was leaving; she had a point to prove. She wouldn't let Regina think she was soft.

"It's hard to hurt something that doesn't exist, Madam Mayor. But thanks for reminding me just how full of yourself you really are," Emma responds smoothly.

Regina only quirks an eyebrow in response.

Emma knows that the time for talking is over, so she walks to the end of the bed and strips off her shirt, the chill quickly biting at her bare breasts, before shoving her jeans and underwear off, a little more forcefully than intended. She looks up and sees that Regina has her damnable smirk still in place.

Emma keeps her face blank as she crawls over the end of the bed, reaching out to rip the sheet out of the way and uncover Regina's still crossed legs. She quickly shoves one leg aside to uncross them and grabs onto it behind the knee before roughly yanking, causing Regina's torso to hit the mattress rather ungracefully as Emma hovers over her. A low sound escapes the back of Regina's throat before she immediately rakes her nails up Emma's toned stomach and grabs onto her breasts, being none too gentle as she looks up at Emma almost with a sneer before reaching up and nipping once at her lower lip. Emma lets go of Regina's leg to push her back down onto the bed, scooting back a little until Regina's breasts are almost at her eye level. Regina's hands are still toying with Emma's chest and she allows it for a few brief moments before grabbing onto Regina's wrists and pinning them beneath one hand above her head, causing Regina's chest to thrust outward.

Regina seems to take this as a challenge and responds by wrapping a leg around Emma's waist and using the leverage to rub her pussy on Emma's stomach. Emma can't contain the groan that comes out as she feels how utterly wet Regina is against her. Feeling Regina and her wetness sliding back and forth across the planes of her stomach has Emma thrusting down into the mattress, seeking friction of her own.

This earns another light chuckle from Regina, a look of smugness plastered on her face as she continues to grind on Emma's body, spreading her wetness over the woman. Emma only briefly glances at her before taking advantage of the breasts currently within distance and sucking a nipple into her mouth. She flicks her tongue against it repeatedly, feeling Regina start to grind more forcefully against her as her breathing picks up, the movements making her nipple scrape against Emma's teeth.

Regina bites her lip, but Emma still hears the whimper that fights its way out of the stubborn Mayor. She only relishes the sound for a moment before she moves on to the other nipple, giving it one swipe of her tongue before unexpectedly biting down. Regina lets out a small, startled cry and Emma feels, more than hears, the sharp intake of breath as Emma doesn't lessen her hold and stays latched onto her.

Regina starts to slow her hips as well as tone down the intensity. The movements involved in thrusting against Emma makes her feel as if her breast is in a tug-of-war with a steel trap. She can't receive the pleasure without, in turn, receiving the pain. Regina's never been afraid of pain, has even welcomed it, but it's been awhile since she's satisfied that particular urge and Emma's teeth suddenly upon her without warning causes her to grimace.

After a few moments, Regina is offered a reprieve as Emma relinquishes her teeth's hold and replaces them with her tongue. Emma hears the "Mmm" that leaves Regina's mouth as she laves the bruised nipple in the hot moisture of her mouth. Emma opens her mouth wider to encompass more of Regina's breast as she sucks and licks, letting her teeth scrape occasionally.

Regina knows that while Emma can be aggressive in bed, depending on her mood, it's nothing that's too exaggerated and so she feels safe in moving her hips faster again, seeking more friction against Emma without the stinging pull of her teeth.

Emma languidly slides her mouth down one side of Regina's breast, placing an open-mouthed kiss in the valley between before continuing her wet trail to the other breast. She hears sounds of approval from above and the feel of Regina pushing against the hold she has on her wrists. Emma laughs to herself because she knows Regina is just itching to grab ahold of her hair and either force more of her breast upon Emma or steer her lower.

As Emma takes her time repeating her pattern of licking and sucking, she hears Regina sigh contentedly, almost restlessly, and takes that as her cue to bite down again even harder than before. Immediately, Emma feels Regina's chest surge upward as her hips grind to a halt and a loud hiss bursts forth from her clenched teeth.

"Emma," Regina warns, her voice twisting into a tone of menace and frustration. She lowers her chest back down, another hiss escaping as she tries to settle faster than Emma's mouth will allow, the pull of her teeth acting as a none-too-subtle reminder of who was in control.

Emma knows that she should probably back off, Regina resorting to using her first name tells her that much, but she keeps her hold, still feeling a little vindictive from Regina's earlier words. She uses the advantage to repeatedly swipe her tongue against the captured nipple.

Regina lets out a slightly disgruntled huff as it becomes apparent that she will be ignored, at least in the conversational aspect. The tail-end of the huff gives way to a breathy moan as the pleasure of Emma's tongue makes itself known.

If Emma's mouth could properly form a smirk from her position, it would do so now after feeling Regina timidly start thrusting against her again.

She brings her free hand down to cup Regina's ass and suddenly pulls her against her more fully, barely giving Regina time to coordinate before working her up to an aggressive speed, causing Regina to cry out.

"Oh…godddd," quickly follows as the sounds coming out of Regina's mouth start to increase. The pain in her breast coupled with the pleasure of her clit rubbing against the hot, slick skin of the sheriff forms a delicious counter-balance that Regina isn't sure she wants more or less of.

As Emma further speeds up her movements, forcing Regina to grind even harder against her, Regina's body seems to move on its own as it syncs with Emma's, her legs wrapping more tightly around her body as she struggles to hold onto what's left of her composure.

Regina feels herself getting close, so close, and with a rush she frees her wrists from Emma's one-handed grip and tangles one hand in her hair while the other flies to Emma's back, her nails digging into scalp and skin, hanging on for dear life as her body thrusts wildly, needing more.

Emma uses her now free hand and snakes it down to Regina's center. She allows her hand to glide back and forth through the slick folds a few times, savoring the whimpers torn from the other woman, before dipping them lower and thrusting two fingers into Regina.

A strangled moan tears its way out of Regina that never fully dissipates as Emma uses her skilled fingers to continuously pound into her again and again, not once relenting in their ferocity. Panting and sporadic moans fill the room and Regina throws her head back as she clings even harder to Emma. Emma decides to go for broke and starts pumping three fingers into Regina at a brutal pace. Regina is barely able to keep up, her hips rising and falling violently. Part of Regina wants this to last forever while another part is begging for this to end because it feels so good it hurts. The heat of Emma's mouth on her breast along with the pulsing, painful throb accompanied with it; the feel of her nails digging sharply into her ass; the hammering stroke of her fingers fucking her into next week…

It isn't long before Emma feels Regina tense up as her nails leave what she suspects to be gouges into her skin. Emma keeps her pace as Regina arches her back and opens her mouth in a silent cry. She's pulsing so hard around Emma's fingers that she's surprised she's able to thrust at all.

As Regina comes, Emma finally releases her hold on her nipple and shifts up slightly to bury her head in Regina's neck, alternating between licking and biting, not able to quell the primal urge to mark her where others might see. What is probably only a few moments feels like forever as Regina's hips gradually stop twitching and she starts breathing again. Emma lets her catch her breath before slowly removing her fingers, wiping them none too politely on Regina's thigh.

She keeps her head in the crook of Regina's neck, feeling oddly blissful even though she wasn't the one that just came all over the sheets.

Regina barely feels the moisture being smeared on her as she slackens her hold on Emma, her nails no longer digging into her, but instead resting gently against the slightly damp skin.

Regina is able to start taking deeper breaths and works on trying to slow her heart rate back down, her eyes drifting closed as she lets her body recover. Emma feels the swell of the rising and falling of the chest beneath her, and barely notices as her own breathing attunes to the older woman's.

Regina knows she won't be able to lull herself into sleep with the weight of the woman on top of her, so she allows thoughts to drift in and out.

She should never have asked Emma to stay; she should have known that the stupid girl would be too out of her element to take a simple act of hospitality at face value.

She thinks back to what she said to Emma. It was cruel, she was aware. But she knew she had to say those things. Even as she had felt her face contort into an expression of ridicule, her tone become that of derision, she knew that she was doing what was best for Emma.

She knew the blonde's type: lost, alone, searching. Having that longing that tortured souls usually attained after a life filled with hardships. Regina was aware that, with a little work, she could easily make Emma Swan fall for her. While that influence made her feel powerful, it also scared her.

She would delightfully take Emma's body for her own, to manipulate and coerce to her every whim. But… she would not take her love.

She would not lure Emma into her blackened, shriveled heart only to poison her with the venom contained inside. Regina knew that she was empty, hollow, and incapable of being on the same level as Emma. She would merely indulge in the mutual, physical want between her and the other woman; the desire being too strong to deny herself the pleasure of the enigma that was the Bostonian.

Regina realizes that were it anyone else, she wouldn't give a second thought about manipulating them further into her grasp if they were stupid enough to offer themselves to her. She does not know what makes Emma Swan so special, why she feels the need to protect Emma from her selfish clutches. Regina chooses not to dwell on it whenever these questions arise, almost afraid of the answers she might unearth.

Sex. That is all there is, and all there ever will be between her and Emma.

When Regina feels that her heart has stopped trying to beat its way out of her chest, she finally opens her eyes – their sight taking in the expansive back of the sheriff on which her hands are currently resting. She takes in the harsh lines she has left upon the blonde, and a brief thought flits through her mind of running her fingertips soothingly over the marks, but she thinks better of it – common sense winning out.

She removes her hands from Emma altogether, waiting for her to roll off of her like she normally does and take off.

A minute goes by with no grand movement or words from the blonde and it's then that Regina notices the steady, gentle wisps of breath against her neck, the peaceful rise and fall of the woman's back as she rests atop her.

Regina can't help the small smirk creeping onto her face and, after a long pause, she returns her hands to smooth skin, allowing herself to indulge in just this brief bit of intimacy before Emma awakens and they are back to their old routine.

A/N: I'm not sure if this story merits any continuation or not as I personally feel it works better as a one shot, but I'm interested in hearing your thoughts on the matter. If I do decide to continue it, it will more than likely be awhile before I churn out a chapter update, or a form of sequel. Any and all comments or suggestions are very welcome.

Thank you for reading!