Disclaimer: I do not own Once Upon a Time or any recognizable characters.

AN: This was a prompt from yoomsspeakeasy over on Tumblr. It is loosely based on the movie Coyote Ugly, if you haven't seen it, Piper Perabo is in it, so that's incentive enough. This one will be multi-chaptered and very AU, so there's no curse or magic. I hope you guys enjoy this one and thanks for the prompt!

The Wooden Whale was packed for a Saturday night. The regulars sat at their usual spots at the bar and around the pool table, women pressed against them grinding to the sound of the upbeat techno pop music blaring through the speakers, while the overload of people happily crowded the bar eager to get a peek at the sultry bartenders behind the counter.

Emma Swan grinned as she tossed a shaker in the air and caught it behind her back, bringing it to the side to continue to shake the mixture in it while simultaneously filling up the beer of a patron from the tap. With easy movements, she poured the cocktail into a glass while sliding the beer over to its owner. She cast a wink over to the gentleman who tipped her lavishly.

That was the beauty of her job. Emma had been manager of this unique little bar for five years now. August, the owner, had taken her in when she had been in a tight spot six years ago, and he hadn't regretted it since. She was his best bartender, entertaining the crowds, building rapport with the customers, and always working hard, doing whatever she needed to do to get the job done.

That's probably why she was the best dancer in the house too.

The Wooden Whale was well-known in the seedier parts of New York to have cheap beer, good music, and hot bartenders. On weekends, the bartenders would provide a little show for the regulars, dancing on countertops, taking shots with them, and keeping the customers happy.

Just like serving drinks, Emma rose to the top at being the most-tipped dancer, flirting with men and women alike to ease a few dollars out of their pockets. It never bothered her, the rowdy groping atmosphere. In fact, it was the one place where she had complete control over her life.

After years of being tossed around from family to family in the foster care system and years spent working far worse jobs than what she was doing now, Emma had a steady job, an income, though it wasn't as high as she would like, and a family consisting of her son and work friends whom she called her own.

For six nights a week, Emma danced on tables, poured shots, and collected just enough tips to pay rent and feed her eight-year old. It wasn't the life she dreamed of, nor was it the life she wanted for Henry, but she got by and would sometimes have enough leftover to save for the day when she would one day own her own bar.

This night was a good night for Emma. With the sudden influx of customers who were drinking quite heavily, it was easy for the blonde to earn her wages in tips. She laughed, rolling the wads of bills she'd received and placing the roll in between her cleavage tucking it safely into her bra.

Ruby held her hand out to help Emma down from the counter as the heavy bass of the song died down. "I don't know how you do it," the brunette said.

"What?" Emma asked already refilling a round for a group of college boys. She looked up to the counter where her friend was pointing to their makeshift dance floor, this particular section where the pole was stationed, and shrugged noncommittally. "Come on, Rubes. You make just as much as I do."

"I don't have people regularly coming out every weekend requesting me to dance," the leggy brunette replied pouring a tray of shots, downing the one offered to her, and cheering with the crowd she had served.

Emma just laughed, shaking her head as she grabbed the shaker and mixing a drink, already back in serving mode.

Hours later when the blonde stood on the counter, cupping her hands around her mouth and yelled out last call, she performed one more dance, bringing Ruby up on stage with her making the crowd go wild. By the end of the song, she was ushering people out to close for the night, tucking her tips safely away. She got almost a hundred dollars from that dance alone.

Emma leaned over the counter, wiping down the spilled alcohol and gathering any stray tumblers. She waved a hand to Ruby and the other bartenders as they left the bar for the night, or rather, early morning.

As soon as the door shut, Emma released the yawn she had been holding in since she arrived for her shift the night before. For a brief moment, she allowed herself to rest, leaning her back against the bar to catch her breath and rub the tiredness from her eyes. She hadn't had a night off in weeks, and the lack of sleep was starting to catch up with her.

The minute rest was up, and Emma moved to the register, counting the night's profits. After double checking, she locked the bills in the safe behind the bar and began shutting off the lights. Her eyes rolled when she noticed the passed out patron sitting in a booth at the far back. Lucky for her he wasn't a huge guy, so she called a cab, poked at him for a minute until he was groggy enough to let her help him out of the bar and into the awaiting cab.

She checked her phone, loathed to find it was almost 3am. She'd be up in four hours to get Henry ready for school. Noticing she had a voice mail, she clicked the icon and listened attentively to the tinny voice of her landlord saying her rent from last month was overdue.

Emma kicked back on the brick wall she was leaning on as the message continued. Only now had she remembered that she used the rent money to get Henry some clothes for school. The kid loved his new outfits, so the blonde couldn't even really be upset at the fact. So much for a good night though. Most of what she had made tonight would be going towards her apartment with the leftover used for necessities. The dream of owning her own bar was moving further and further away.

She kicked at a garbage can angrily, frightening the alley cats and causing a couple of lights from overhead apartments to turn on in anger. Emma was beyond caring at the moment. Right now, she just wanted to go home and sleep, to forget about money and rent and everything.

Heels clicking on the wet pavement sounded behind her followed by a stern clearing of a throat. "Excuse me?"

Around the time Emma was rolling her tips into a wad and stuffing it down her cleavage, halfway across town, Regina Mills was sitting in an extravagant auction house, purchasing art and rare treasures for small fortunes with New York's elite.

The items up for bid held their own value, of course, what with one of a kind vases circa 1882, throw rugs worth the equivalent of a college student's tuition, and original canvas paintings, the real value of the night came in the form of who among them had the most money.

Regina sat near the front, her family name already prevalent in the minds of the auction goers with her parents owning a multimillion dollar chain of hotels. Despite having her name in the society section of the newspapers since birth, Regina had made a name for herself with her photography, her gallery garnering quite a following with both elitists and amateurs alike.

Now she sat bored with her friend Kathryn, a wealthy heiress due to the fact that her father's company stumbled upon black gold years prior.

"What's wrong?" The blonde nudged. "You're usually buying out the whole place at these things."

"No, dear. That would be you," Regina said sipping her champagne.

Kathryn nodded her head in agreement. "Well you must buy something."

Regina rolled her eyes before holding up her paddle, apparently placing a five hundred dollar bid on an intricately designed Chinese hand fan. "Must I?"

"You seem to be doing it now," the blonde quipped.

"Why do these auctions go so late anyway? I have to make sure the gallery is in order for my next showing." The brunette complained before raising her paddle again to up the bid.

"Your gallery is fine," Kathryn insisted. "You just want to get out of here."

"Is that such a crime?"

The blonde laughed. "Grab your car. I know a friend who is entertaining tonight, and you need to get your mind off your gallery for five minutes."

Regina held her paddle in the air at the last minute, stealing the bid at a thousand dollars while the room clapped at her purchase. She eyed the woman beside her as she stood and made her exit to the door.

What harm could following her friend to a social event do?

The harm, Regina soon found out, came in the form of losing Kathryn's Volvo as it weaved through the streets of Manhattan at a speed that was ungodly even in the big city. Her Benz couldn't prevent the blonde woman who sped up during a yellow light to leave Regina stranded at an intersection. By the time Regina had continued the journey, she had to guess which direction her friend had gone.

She had pulled over numerous times, attempting to call Kathryn, but every attempt had her call being sent straight to voicemail. So Regina drove hoping to find her way back to familiar territory, but as the street lamps began to become more and more sparse and the people walking the street became more grunge looking, Regina knew she was in a part of town she didn't want to be in.

Her fingers clenched tightly around the steering wheel as she looked for any street signs that weren't vandalized or any sort of landmark to direct herself back home.

She was in no such luck.

She mentally cursed Kathryn for convincing her to leave the auction, and she concocted ways at getting back at her friend. Her scheming was cut short when a loud pop sounded beneath her, and her Benz lowered to the ground at an awkward angle.

Her mouth dropped at what just happened. Of course her car's tire popped. Of course it had to happen in a seedy part of town. Why wouldn't it have happened where there was actually civilization?

She let her head drop onto the steering wheel before putting the car in park. She was driving a Mercedes. No doubt someone would attempt to steal the car especially in this neighbourhood. The last thing she wanted to do was be attacked in some thug's quest to turn her precious vehicle into scrap metal. She needed to get out of here and fast.

Scrambling in her glove compartment, Regina pulled out her cell phone only to be met with a black screen. She pushed any available buttons but was met with the same result. Her phone was dead.

Perfect.

What was she supposed to do? Hope someone came looking for her? She was no damsel in distress, that much was clear when she refused to go into the family business and instead took up photography.

Looking around for any sign of civilized life, she saw a taxi cab pull up in front of her. A man was being dragged out of some establishment and placed in the cab leaving the person who helped him alone and turning to lock the door they had exited from. Regina squinted at the neon sign above the person's head, an outline of a bright blue whale squirting out water from its blowhole shined brightly in the night under a flashing sign proclaiming the place as The Wooden Whale. Oh god what had she gotten herself in?

The sound of a boot hitting against brick had her looking up to see the person under the sign pace. Upon closer inspection, Regina could see that the frame of the person was thin and toned, small and feminine, and to her relief she realized it was a woman.

Grabbing her coat, wallet, and phone, any truly valuable items she could carry, Regina slammed the door shut and cautiously made her way to the woman who seemed to be groaning on the phone. She paused her track when the woman kicked at a garbage can, a mangly feline yowled from the shock before sprinting away.

As soon as the other woman seemed to calm, Regina approached closer, her head held high and her voice strong despite the very real possibility that she could be mugged at any moment and cleared her throat. "Excuse me?"

Emma turned at the sound of the soft voice, taking in the lithe brunette with diamonds around her neck, her short hair perfectly coiffed, and no doubt the hoity toity dress she was wearing was worth more than what Emma made in a month. Raising an eyebrow at the diamond in the rough, Emma spoke. "What's a girl like you doing in a place like this?"

The blunt question distinguishing her difference from her environment made Regina falter for a moment, but she stepped closer, insistent, using her tone of authority with the younger woman before her clad in jean shorts, cowboy boots, and a tank top that reaked of alcohol. "I need to use a phone. My car broke down."

Emma looked past the brunette to see her lopsided Benz and whistled impressed. "You're a long way from home."

"Don't I know it," the brunette mumbled, tilting her head to the side. "Are you able to provide me with a phone, or do I need to scour these streets for someone more accommodating?"

The manager raised her eyebrow again, this time in surprised curiosity. For a fish out of water, the older woman before her was definitely ballsy. "Lady, I'm the most accommodating person you're gonna meet tonight."

With that Emma tossed Regina her phone, the brunette fumbling to catch it before quickly reciting off the number of Michael's tow truck company. Michael had gotten her out of one too many roadside accidents. She wandered off a few paces to let the woman have her time, mentally smirking at the shocked tone she had when no doubt Michael yelled at her for waking him at an ungodly hour. Emma was more than surprised and impressed when the woman yelled back, demanding he provide his services, and gasped glaring into the phone when he had apparently hung up on her.

Emma was tired and just wanted to go home, but this little show was totally worth the extra minutes she wasn't in bed.

"No luck?" She asked.

"I need another company. Apparently Mr. Tillman isn't open until he's open, and there is no way in hell I am waiting for the oaf," Regina said to the device already waiting to input numbers.

"You're gonna have to."

The brunette whipped her head up.

"Michael's is the local shop. No one else comes down here," the blonde explained holding her hand out for her phone.

The brunette begrudgingly gave it to her, her eyes narrowing at the younger woman as if tonight was her fault. "So I'm just expected to wait here until then?"

"Yeah, that's generally what it means," Emma answered snippily.

Regina mentally fumed, turning to stalk a few paces away before releasing a calming breath through her teeth. When she turned, her angry expression was replaced with that of a practiced smile that even Emma could tell was a ruse. "Forgive me, Ms.-?"

"Swan. Emma Swan."

"Ms. Swan," Regina said then returned to the blonde to offer her hand which Emma took cautiously. "It's late. I'm sure you have places to be as do I. I really need to be getting back, and I am in dire need of a tow truck."

Emma looked around as if looking for back up against this insistent woman before running her fingers through her golden locks. "I think I got a spare in my car. I can-"

"Absolutely not."

Emma stared at her dumbfounded.

"I said I needed a tow truck and a mechanic. No offence, dear, but you look like neither."

The blonde folded her arms across her chest, all pretenses of being polite thrown out the window. "Look lady, Michael's not gonna come until he feels like it now that you've yelled at him, so either let me put a tire on your car or find someone else to talk down to."

"Don't call me 'lady'," the brunette huffed. "My name is Regina Mills."

She brushed back her head as if her name alone would have the blonde cowering in fear. It did nothing. All it served to do was make Emma turn down the street mumbling under her breath. "Yeah, you don't act like a lady."

"Excuse me?" Regina rushed forward pulling on Emma's arm.

Emma spun to face her, mirroring the brunette's annoyance and aggravation in her own green eyes. "Okay, Regina. I just want to go home, so if you want, I can let you into the bar as long as you promise not to steal anything."

Emma didn't give her a chance to consider her offer before she was already in front of the entrance, pulling out the keys to unlock the place. She opened the door, waiting for the ice queen to step through which she did with an indignant huff.

As soon as Emma turned on the lights, the bar usually filled to capacity with rowdy men and women was blessedly empty with the stools turned up onto their tables, the floors mopped and the counters dried. She watched as Regina surveyed the area with obvious disdain.

"You own this place?"

"No," Emma said, taking down a bar stool and placing it on the ground before habitually moving around the counter. "I'm just the manager."

She watched as the brunette eyed the bar stool and quickly shrugged out of her coat to settle it over the chair before sitting. "You're not from around here, are you?"

"What tipped you off? The Mercedes stranded in a rundown gutter or the Chanel coat draped over a barstool that hasn't been cleaned in years?" Regina replied sarcastically.

Emma pointed at the stool. "That's new."

Regina rolled her eyes in disbelief.

"Water?" Emma offered pouring herself a glass from the tap.

The brunette eyed the water from the tap and visibly shuddered. "No thank you."

"Suit yourself," Emma mumbled before downing the glass and rinsing it before replacing it back in the rack. "So you'll be okay here right? I'll be back when Michael gets here to lock it back up."

"You were serious?" Regina asked her mouth agape.

"Yeah, it's like three in the morning," the blonde answered obviously, lingering awkwardly by the door.

"Precisely why you shouldn't leave a stranger in your bar," Regina reasoned.

"I'm pretty sure you're not gonna steal anything," Emma snorted.

"Will your boss really want you to take that chance?" The brunette had swivelled in her seat, staring intensely at the blonde bartender.

Emma held her gaze, wondering whether the woman before her was absolutely serious. Judging by her need to have things done immediately, Emma didn't doubt that this posh woman would call August up or do something that would incriminate Emma. Growling under her breath, Emma moved to a booth and plopped down in the seat.

Both women remained quiet, the soft staccato clicking of Emma's cell phone as she sent a text was the only sound in the quiet of the bar. She desperately fought through the tiredness, forcing her eyes open. When she felt them drift shut again, she sat up abruptly, slightly pleased that she had made the brunette sitting at the counter jump. Smirking to herself, she shook off the sleep before resting back against the booth.

"So what were you doing here?" Emma asked to make conversation.

"I was supposed to meet friends," Regina provided easily. "I got lost."

"Where were you coming from?"

Regina paused to eye the hidden blonde in the booth. "That's a bit personal, don't you think?"

Emma grunted a response, already losing the battle to sleep.

"Aren't you supposed to be used to the night life?" Regina asked.

"Just because I work night shifts doesn't mean I sleep away my days," Emma answered.

"Let me guess," Regina mused. "You have a second job that requires your morning attention."

The blonde snorted but smiled to herself thinking of her son. "You could say that."

"By all means, rest away then."

"Can't do that," the bartender gruffed. "You might steal something."

Emma didn't have to see her to know Regina had rolled her eyes. Slowly losing the battle to sleep, Emma got up and started pacing, slapping at her cheeks to keep her awake. She pulled out her phone to send a text to Michael, begging him to come sooner. When she was met with no response, she moved to a pool table and started racking up the balls.

"What are you doing?" The brunette asked haughtily.

"Pool," Emma answered removing the triangle frame. "You play?"

When Regina didn't answer, Emma just moved into position making the break. For two hours, the women just settled into the room, Regina not leaving her spot from the bar and Emma improving her pool table skills as much as she could despite her inability to remain upright for too long. The time was cut with sporadic questions, but Emma was too tired to pry, and Regina was too private to reveal.

Emma had bent over the table, prepared to take a shot when her tiredness got the better of her and her eyes slipped close for a few minutes. Huffing, she dropped the cue stick on the table, the balls rattling against the felt and wood before grabbing her keys and heading out.

"Where the hell are you going?" Regina said appalled, grabbing her purse and coat and following the blonde. The last thing she wanted was to be alone in a place like this.

Emma didn't answer and instead walked across the street to her beetle, popping the trunk and yanking out a tire. She turned sharply to Regina, barely registering how close the brunette stood beside her. "I am fixing your car. End of story."

She rolled the tire to the Benz on the other side of the street before retreating to her car and pulling out a jack.

"You can't just do that!" Regina shrieked.

The blonde ignored her anger, positioning the jack under the driver's side hood and cranked the tool to lift the car.

"If you get one scratch on my car–"

"Relax, your Majesty," Emma grunted sprinting back to her car to grab the tools needed to change a tire. "I've done this before."

Regina held herself as she watched the blonde remove the broken tire from her Mercedes then rolled her own spare in its place. The new tire wasn't a perfect fit, but according to the blonde's words, it would do for now. She took a step back when Emma straightened, wiping the grease off her hands by transferring it to her jeans.

"There," Emma said more annoyed than satisfied. "You can go back home to your penthouse now."

She brushed past the brunette, depositing her tools in the trunk and slamming it shut.

"It's not a penthouse, it's a condo," Regina found herself saying. When she spoke again, her voice was snippy and curt. "Don't let me keep you from making children's happy meals."

Emma turned but continued walking backwards to her car. "Head straight and make a left. Follow that road and you'll hit the interstate. You're welcome."

She turned before she could see Regina's annoyed expression, but the sound of her door slamming shut indicated she was every bit aggravated. By the time the blonde was in her car, Emma watched as Regina sped away in her high and mighty sophisticated glory.

She was pulling up to her apartment an hour later, somehow stuck in traffic that was ever-present in New York, and bypassed her floor to head to the one above where her friend, a young mother named Ashley, watched her son most nights. She helped herself into the apartment, throwing a sleepy hello to the young blonde in the kitchen alcove who was feeding her baby as she dropped onto the sofa, finally letting her eyes rest.

Less than a minute later, a heavy weight sat on her back. "Hey Mom!"

Emma cracked open a bloodshot eye before sitting up and pecking her son's forehead. "Let's get ready for school, kid."