Henry Mills, who had been sleeping quite soundly only moments ago, slowly opens his eyes. He props himself up from his bed, slightly confused as to what could have woken him at 3:00 in the morning. And then he hears it, it is so quiet that he is surprised he even heard it in his sleep; the distant sounds of weeping coming from across the hall. Henry sits up completely when he hears Regina's sobs, and wonders if he should go to her or try to fall back to sleep and leave her alone. He can tell she is trying to muffle her cries, but nevertheless, when a particularly heartbreaking sound comes from the other side of the door Henry makes up his mind.

He pushes the blankets off of himself and slides out of bed. He carefully opens his door, trying not to make too much noise, and slowly makes his way over to Regina's bedroom. Her door is slightly ajar, with about an inch of space in which to look through. As Henry peers through this gap he can see his mother curled up in bed, her entire body shaking with sobs. She is hugging herself tightly with one arm, and the other is resting on the pillow in front of her, clutching at the fabric as if for support. Her face is turned into the pillow as she tries to stifle her crying, but to no avail. Nudging the door open with his fingertips, Henry treads lightly on the carpet.

"Mom"? He asks softly, trying not to scare her from his unexpected presence.

Regina still jumps a little when Henry's voice breaks the silence; she had not heard him come in.

"Oh, Henry." She says, her voice raw from crying. "I'm sorry sweetie did I wake you? Go back to bed."

"Are you alright?" Henry asks as he sits down on the edge of the bed, a concerned expression on his face.

Regina sniffs and then nods, trying to fake a smile. But to Henry it only looks like a painful grimace.

Seeing her puffy, watery eyes Henry moves closer to her and places a comforting hand on her shoulder. "What's wrong?"

Regina swallows and looks down; ashamed at herself for allowing anyone to see her like this. Wiping the the tears from her face, she pushes herself up into a sitting position and looks into her son's eyes. "Nothing," she says unwaveringly. She gives another attempt at a smile and this one is slightly more successful, "I'll be fine. Now you go back to bed, you have school in the morning."

"You won't be fine," Henry replies, "something's really bothering you. What is it?"

In truth Regina had been fretting over a number of things, but one of them was about Henry. She was afraid she was going to lose him for good. Lately he had been trying so hard to get away from her, and she didn't know what to do to win him back. She didn't think she would be able to bear him leaving her. All she had ever wanted was for him to return her love, but she knew this was never going to happen. He had loved her once; when he was small he never wanted to be away from her. He had always wanted her to hold him, to read to him, to spend time with him... but then a few years ago he slowly began to slip away, and now she felt like he was gone completely. It was only a matter of time before he would truly leave her. She had lost her one last chance at happiness. Regina couldn't tell him about this part; she didn't want to upset him even though he had hurt her. It wasn't his fault, she was simply unlovable. However she didn't want to tell him about any of the other things that had been on her mind either. She had been thinking about Daniel, and her father, and many other things as well. However if she tried to keep everything from Henry, he might become angry with her. He didn't like when she kept things from him.

She takes a deep breath to calm herself before answering him; "I was just remembering a friend I used to have, a long time ago. We got along really well and became very close. We understood each other, talking to him was so easy. I think he was one of the only true friends I've ever had. He died when we were both still very young so unfortunately our friendship wasn't a long one." She pauses for a few seconds before continuing; "I wish he could still be here, I think you would like him." Regina pats Henry's cheek with the palm of her hand.

Henry stares at her with his sparkling green eyes, not really knowing what to say. He had never heard of this man before. "What was his name?"

"...Daniel", Regina's voice breaks when she says his name. She presses her fingers to her lips and closes her eyes heavily, trying to hold back fresh tears that threaten to fall. She had never imagined she would ever tell Henry about Daniel. She wasn't going to tell him the whole story, but it was more information than she ever thought she would share with him.

"I'm sorry you lost him." Henry almost whispers as he places his hand over Regina's, which was resting on top of the blankets.

Regina could barely suppress the sound that rose in the back of her throat as she tried not to fall apart completely.

"I know you miss him but... you still have me, I'm your friend," Henry smiles.

Regina opens her eyes and tries to hide her astonishment. Since when was he her friend? He didn't want anything to do with her anymore. He had stopped loving her on that horrible day when he had been given that wretched storybook. After that, all he saw when he looked at her was the Evil Queen.

She says it before she even has the chance to stop herself, "So you'd rather me be your friend than your mother?" Her voice was a little menacing, without meaning to be.

Henry's eyes widen slightly. They were treading on dangerous grounds now; he had made it very clear to her in the past that the only woman he wanted as a mother was Emma Swan.

Regina was about to apologise but he started speaking first, "When I said you weren't my mom... I didn't really mean it. I was just mad at you for keeping who you really are from me my whole life. It felt like you had been lying to me the entire time. I thought since you adopted me you couldn't love me in the same way my birthmother would, so I thought you had only pretended to love me. But I've started to see that this isn't true. I'm sorry."

Regina sighs and turns her hand in order to take hold of Henry's which was still resting on top of hers. "I'm sorry too, for a lot of things." She gazes down at their clasped hands for a moment before looking up and giving Henry a small smile through tear-filled eyes. She reaches up with her free hand to run her fingers through his hair, and he lets go of the hand he is holding so he can give her the most sincere hug he has ever given her.

As she gathers her son in her arms, Regina whispers "I love you".

"I love you too." Henry says into her silk pajama top.

After a few moments Henry breaks away from Regina slightly to stifle a yawn with his hand. He then moves the sheets from beneath him so he can slip under the blankets and lie down. Regina copies him and Henry moves closer to her so he can wrap his arms around her. She kisses the top of his head and returns his embrace, overjoyed at having the chance to hold him close again. As the mother and son fall asleep, Regina thinks that maybe she can still have a happy ending after all.

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