A/N: So, I was working on another fic last night when I got an idea in my head about this prompt where Emma and Regina find out they're going to be grandmothers and how they deal with it a little bit and this just kind of happened. So I thought I'd post it. Also we've seen these drastic redemption arcs with "villains" and I really like the idea of Henry going from spoiled kid who doesn't listen to his mom to thoughtful young man starting his family while the two women who raised him become even closer.

Rated T for language, sexual innuendo

Disclaimer: I own nothing I get nothing from this except my own enjoyment at seeing these lovely ladies be just a little gayer than they are in the show, Once Upon a Time and characters/etc are owned by whoever owns them. ABC I think?

'And Violet will be joining us as well?' Regina asked Henry over the phone as she checked the potatoes in the oven.

'Yeah, of course.'

'Good.' Regina agreed. Just then she heard the front door to the mansion open and close. 'Gina?' Emma's voice called out. Regina didn't respond, she just waited for the blonde to find her in the kitchen. 'Your mother's here, I'll see you and Violet soon.'

'Gina?' Emma repeated sounding closer.

'I don't know why you have to yell. I gave you a key so I could cook a meal in peace. If you shout every time you use it, it defeats the purpose.'

'Ugh, this smells so good, what's for dinner?' Emma asked ignoring her snark, knowing that the woman didn't mean it.

'Steak. Roasted potatoes and brussels sprouts.'

'Henry's favorite.' Emma nodded.

'Hmm.' Regina said in agreement as she chopped onions.

'Do you have any of my beer left in the fridge?'

'You can always check, you know.'

And Emma did, smiling at her friend's teasing. 'Have you been by their house lately?'

'What do you mean by lately?'

'Since – uh – last weekend?'

'No, I don't think so. I do wish that they lived closer.'

'They're literally 20 minutes away.' Emma reminded. 'And they both work in town.'

'It's 20 minutes away from somewhere that would have been closer.' Regina grumbled, as she had done several times before.

'Oh, c'mon, you have to let that go, no one wants to live a block away from their mom when they get married and move out.' Emma groaned but wasn't serious, she knew that Regina would never be completely comfortable letting Henry go, and that was exactly the kind of Mom she had wanted for him since he came into the world. One who always wanted him to stay close and missed him when he wasn't.

'It was a nice place.' Regina sniffed.

'That they would never be able to afford.' Emma said, for probably about the tenth time.

'They wouldn't have to worry about-'

'And let me stop you again right there, living with your wife a block away from your mom in a house that she's paying for? Way worse.' Emma grinned. 'I just think we should be glad that Henry's settled down and stayed in Storybrooke, he could have wanted to go to college across the country.'

'He still could.' Regina warned.

'You know Violet won't leave, c'mon.'

'I know,' Regina sighed as she checked the potatoes. 'It's just hard to get used to him being out of the house at all. And married. Even when he was with you, that was across town, and now, he's nearly in the woods.'

'He loves it though, and we just finished repainting it. It looks great.'

'I'll have to go by and take a look.'

'You haven't been by in a while.'

'No, it's I don't know, it's a bit out of the way.'

'Sure.' Emma chuckled, suspecting that the mayor's lack of visiting had less to do with the distance and more to do with a lingering resistance to Henry growing up and leaving for good. 'Mind if I open a bottle of wine?'

'Please, and pour me a glass as well?'

'Of course, what are you in the mood for?'

'I have a Merlot open on the counter.'

'Sounds good.' And Emma went to opening the wine swiftly, knowing that Regina had had a difficult week at work and that generally being reminded that Henry was now an adult with his own house and wife still tended to stress her out a bit. 'Here you are.'

And with Regina's deep sip, Emma knew that she had been right.

'I think it's nice that we have family dinners.' Emma mentioned, and noticed Regina's answering smile.

And almost as if on cue, the door opened and the deep voice of their son echoed through the house, 'Hey Moms.'

'In here Henry!' Emma shouted back.

'I swear, no manners.' Regina mumbled at their son's shouting, but her face softened as soon as he stepped into the kitchen, 'Henry, how are you.'

'Good, Mom, Ma.'

'Ms. Mills, Ms. Swan.' Violet smiled warmly.

'Geez, how many times do I have to tell you to call me Emma?' the sheriff put down her glass of wine to give her daughter-in-law a hug, only to notice that the young woman was carrying something.

'I brought dessert. Red velvet cheesecake-'

'Oooh.' Emma's mouth was watering already.

'Henry said it's one of your favorites, Ms. Mills.' Violet said sheepishly.

'I'll take that-'

'Emma.'

'So I can put it in the fridge for after dinner.' Emma continued.

'You better wait.' Regina said under her breath. 'Steaks are on the grill, I thought since it's such a lovely evening, we could eat outside?'

'Sounds great, Mom.'

The food was so good that Emma had to stop herself from moaning several times during the meal. Given her upbringing and current lack of cooking skills, she would never fail to appreciate one of Regina's home cooked meals.

'Emma told me you painted the house.' Regina asked Henry and his face lit up.

'Yeah, looks great. Still a lot of stuff to do, but it's awesome being able to work on it and choose everything, like what kind of flooring we want, the color of the paint-' Henry smiled.

'Even if we haven't agreed on the kitchen cabinets yet.' Violet teased.

'We'll find something.' He shrugged and put an arm around his wife, drawing her into his side.

And even if Regina preferred him to be closer, she knew that Emma was right, he was so happy and she could see his pride in taking care of something, responsibility for something. That he had grown into the caring responsible young man she always knew he would be.

'Mom, are you alright?' he asked softly.

'Fine Henry.' She insisted through a tight smile, but Emma knew better, or at least that there was something that she wasn't saying, but now wasn't the time.

'Violet, how it is down at the animal shelter? Archie told me that you just got the cutest litter of kittens, found in the horse stables.'

'They're adorable! And we've already found homes for two of them, when they're ready to be separated from their mother.'

'John has had nothing but good things to say about the work you do.' Regina added, and Violet smiled, but was unsure what to say.

Emma noticed that the young couple seemed to get more reserved than usual as the evening wore on, almost nervous. Even more so with the lull in conversation.

'Ready for dessert?' Emma asked, and they agree enthusiastically.

'Emma, would you help me clear the plates and bring dessert.' Regina asked as she was nearly back inside the house.

'Of course.' Emma mumbled as she got up, knowing the woman wouldn't be able to hear her.

As soon as they were out of earshot Regina whispered, 'What is going on?'

'Nothing, what do you mean?' Emma shrugged.

'You can't tell me they aren't acting strange.'

'I mean maybe they're a little more reserved than they usually are, but that could be anything, and besides it doesn't seem like anything is wrong does it?'

'You noticed it too!'

'I'm sure it's nothing to worry about.' Emma said as she grabbed the dish from the fridge.

But she became less sure when she noticed the frequent and urgent looks between the newlyweds as the dessert was sliced.

'I have a bottle of pinot noir that would go perfectly with this, would you each like a glass?' Regina said, needing something to do, and calming her nerves wouldn't hurt either.

'Sure.' Emma agreed easily.

'No!' both Henry and Violet said a little too loudly.

'Henry, I know you're technically not yet of age to drink by the standards of this world, but a glass of wine after dinner, if you were raised in the Enchanted Forest, you would be well used to having quite a bit more than that by now.' Regina said.

'No, it's not that, I just-' Henry began to fidget in his seat and looked at Violet.

'Kid, if you're worried about driving home, we can hang out and watch a movie or something for a bit?' Emma asked.

Both women watched as Henry and his wife looked at each other, and then Violet was getting something out of her purse. Two small pieces of paper, no, pictures, that couldn't be bigger than a post card, and she handed one to each woman. Emma looked down, it was black and white, it didn't look like anything, but she knew what it was, and on the bottom it said: due date December 27, 2020.

'You?' Regina said, in disbelief as she clung to the tiny sonogram, a hint of a smile tugging at the corners of her lips.

Violet nodded, obviously nervous at the women's reactions.

'Her… what?' Emma asked, staring at the picture still.

'Ma.' Henry prompted, smiling to his ears, 'I'm gonna be a Dad.'

'O my god.' The sheriff whispered, 'that's wonderful!'

Regina nodded, trying not to cry, and got up from her chair to give Violet a hug and Emma followed.

'I'm so happy for you both.' Regina said, tears flowing down her face.

'Thank you!' Violet said, crying a little herself.

'Oh you're going to be such good parents!' Regina said nearly sobbing.

'Thank you! And I know you and Emma are going to make the best grandmothers.' Violet replied.

With the mention of that word, Regina froze. Her face fell and her embrace of the young woman stiffened to the point that Violet pulled away from the former queen.

'So definitely no wine for you for a while.' Emma chuckled to lighten the mood. 'I'd love a glass though to celebrate, Henry?'

'Sure.' He said, still trying to gauge his other mother's response.

'Good, I'll be right back.' Regina quickly left her three guests.

Emma waited until Regina was inside to reassure the couple, 'she's fine, she's so happy for you both, I can tell. I think it's just, maybe that word that threw her off. You know?'

'Yeah,' Henry laughed. 'You sure she's fine with that?'

'Another baby to dote on and spoil? She hasn't had that in almost 20 years.' Emma laughed. 'As soon as she realizes there'll be another little mini you running around, she'll get over the g-word like that.' She joked with a snap of her fingers. 'I'm happy for you too! I'm so proud of you kid. Guess I should stop calling you that, at least before you have a kid of your own.'

'You've been calling me that since we met, I'm not holding my breath.' He said with a lopsided grin that in that moment reminded Emma of his father.

'Here we are,' Regina reappeared with a bottle of wine and a glass, smiling but with tear stained cheeks. 'To celebrate the both of you and your child that I can't wait to meet.'

'Cheers.' Emma said, echoed by Henry and Violet with a glass of non-alcoholic cider.

'So your due date's late December, you're what about three months along?' Emma asked.

'Yes, just past the first trimester. The doctor said that's about when it's safe to tell people.' Violet confirmed.

'Who's your doctor, please tell me it isn't Whale.' Emma laughed to try and hide her genuine concern.

'He isn't an OBGYN, Ma.' Henry shook his head.

'Dr. Juarez.' Violet mentioned

'Oh, good.' Regina sighed.

'Dr. Juarez. I don't remember running into him.' Emma tried to think back to her various trips to the hospital and realized she was quite overdue for a visit to a gynecologist.

'Her.' Henry corrected flatly, as if she should know better, which to be fair, she should.

'Her. Who is she in fairytale land?' Emma wondered, hoping that Regina would have some context that would put the sheriff at ease over the care of her unborn grandchild.

'Emma, not everyone in Storybrooke is a character in a Disney movie.' She chided

'Says the Evil Queen.'

Regina narrowed her eyes. 'I just mean that there are plenty of regular people, for example doctors, who mind their own business and wouldn't be either in any distorted retelling of our lives or have a reason to be acquainted with law enforcement.'

'That's fair,' Emma conceded and took another bite of cheesecake, 'Oh, my god this is delicious.'

'I've been craving it lately,' Violet admitted with a slight but becoming blush, her piece almost gone.

'So speaking of telling people, who else have you told?' Emma wondered.

'No one yet.' Henry shrugged.

'We're the first people you told?' Regina almost whispered, tears flowing once again.

'You're my moms.' Henry grinned and shrugged, not quite sure how to handle an overly emotional Regina. 'We're going to go tell Grandma and Grandpa tomorrow and a few of Violet's friends and family from Camelot too, and then we're going to put it on Facebook.'

'You might want to call Gold as well, he'd love to know.' Regina suggested.

'Yeah, you're probably right.' Violet agreed.

After some more pleasant conversation about the pregnancy and otherwise (no they don't know the sex of the baby yet, and no they haven't thought of any names) it was time for the young couple to leave.

'Emma would you-' Regina started when they left.

'Yeah.' Emma agreed. 'You want to finish the bottle of wine?'

'To start.' Regina groaned.

'So.' Emma began, not quite sure how to handle Regina right now. In the Disney movie, the Evil Queen was the vainest woman ever, so the news that she was going to be a grandmother probably didn't sit well. But then again, Regina had said over and over again how inaccurate that movie was…

'So.' Regina said and downed the rest of her glass of wine. 'Grandmother. I am going to be a grandmother. WE are going to be grandmothers.' Regina moaned, her head sinking into her hands.

'It's going to be ok.'

'How can you say that.' She hissed, as if scolding a small child.

'You mean how can I be ok with being a grandma before 40? I'm not. Definitely not.' She laughed, 'But I'll deal. Henry's gonna make a great Dad, and Violet's gonna be a kickass mom. And you have to admit, they're gonna have a cute little kid. Won't that be nice? Babysitting a cute little mini version of Henry?'

'That does sound nice.' Regina smiled and Emma knew she had been right, 'I'm sure their baby will be adorable.'

'Yeah. It will take a little getting used to though, not gonna lie. It seems like just the other day Henry showed up on my doorstep and now he's having a kid of his own.'

'I know.' and just like that the mayor was staring off into the distance.

'And, you know he'll be two years older than I was when I had him.'

'Oh Emma-' Regina snapped back to her drinking buddy.

'No, it's, I know he'll be prepared.' Emma wanted to reassure her that she was fine, because she was the one trying to be comforting. 'Not like I was, thanks to his shitbag of a father.'

'I thought you and Neal ended things on good terms.' Regina said carefully

'Sure, eventually, after I got to know the kid and that he ended up in a great home, but doesn't change what Neal did to me. When he was definitely old enough to know better, even if he didn't know about our kid. But Henry, he's going to do right by his kid and Violet, you know why?'

Regina shook her head.

'Because of you.' Emma said quietly, 'You're all I ever wanted. For him.' Emma corrected quickly.

'Didn't seem like it.' Regina tried to pretend to glare at her, but the alcohol didn't let her.

'Well you were the Evil Queen,' Emma smirked, 'it took some convincing to see that you really did give him everything I wanted for him when I gave him up. I wanted him to have his best chance and you were it.'

'You really think so?'

'I mean, this proves it, doesn't it? He's running the Daily Mirror, married and with a kid on the way. And he's grown into such a kind caring person.'

That surprised the mayor, who wasn't used to Emma so openly praising her parenting, even though they had been getting along and co-parenting Henry for years. 'You mean that?' she asked quietly, her voice barely above a whisper.

'Of course, I mean it.'

And then they fell into comfortable silence for a moment, 'When you came here, those years ago, did you ever think you would end up here?' Regina asked.

'Huh?'

'You reminded me…' Regina trailed off, her thinking less coherent due to the alcohol, 'what you said earlier, it reminded me of when you first got here. Did you ever think-'

And Regina had to pause and laugh, and soon Emma was laughing with her, even though she had no idea why, she was tipsy and couldn't help it. 'did you ever think that we'd be here?'

'Well that depends, what do you mean by here?' Emma smirked, having some idea of what she hoped Regina meant.

'Having a drink with the Evil Queen.'

'Former!' Emma insisted. 'And I think we've both had a bit more than "a drink".'

'Former Evil Queen,' Regina was always touched when Emma corrected her, and she did it every time, which may be most of the reason she didn't make an effort to stop, 'knowing that she wouldn't try to poison you, reunited with your parents and son, surviving countless adventures and now becoming a grandmother at 36.'

'Ugh. I can't believe it. I'm too young for this, we're too young for this – well maybe not you-'

'The cursed years don't count.' Regina was quick to point out.

'Sure.' Emma scoffed. 'And you know, you're already a grandmother, so really this is nothing new.'

'What? No I'm not!'

'You're my mother's step-mother so' Emma said with a shiteating grin.

'Ugh!' Regina crinkled her nose and smacked Emma's arm. 'Don't you ever say that again!'

But Emma just chuckled, satisfied that she got such a reaction from her friend. This was a Regina she was comfortable with. Whenever the woman became sad or genuinely upset, Emma just couldn't take it, though she never really bothered to think much about why it got to her the way it did. Why and when the other woman's happiness or lack thereof had become so important in a way that wasn't really true of anyone else in Emma's life.

'Grandmothers are supposed to be old, settled, boring.' Regina declared after emptying her glass once again.

'Well, don't worry, you're only one of those things your majesty.' Emma couldn't resist.

And Regina smacked her again, lighter this time. 'I'm serious. I had gotten used to not aging, visibly anyway, for quite a while.'

'My whole life.'

'Yes.'

'And?'

'Now, I am. Henry's all grown up, and I'm – I'm no longer –' Regina was struggling putting words to the worry that had been swirling around since Henry and Violet's announcement earlier in the evening. 'You've seen me back in the Enchanted Forest, how I looked. How everyone else looked at me. Like they were terrified of me, and couldn't decide whether they wanted to kill me or fuck me.'

The moment when the f-bomb left the mayor's mouth, Emma spit out her sip of whisky, spraying Regina.

'Emma!' the woman shouted.

'I'm sorry, I'm so, so sorry.' She said trying her hardest not to laugh because it was NOT funny, but damn she was a giggly drunk.

'What on earth was that for?' Regina asked indignantly, wiping the liquid off her arm.

'I don't think I've ever heard Madame Mayor, perfect mother and Queen of proper manners swear before.' Emma teased, refilling her glass.

'You can't be serious.' Regina glanced down to Emma's refilled tumbler. 'Your little outburst didn't convince you that you've had enough for the night?'

'That was on you, not because I'm drunk. You can't just go around saying the f-word and expect people not to be surprised.' Emma continued after the silence, 'So what were you saying about your sexed-up Evil Queen outfits?'

Regina raised an eyebrow at the sheriff's description. 'Just that I used to be able to garner a certain kind of attention.'

'What, you miss being in the Enchanted Forest and having everyone ogle you? Didn't stop the Evil Queen when she was here.'

Regina rolled her eyes, 'That's not what I meant,' she corrected quietly.

'Well, uh, what did you mean?'

'That I used to be young and beautiful, but now I'm just- a grandmother.' Regina said and started to tear up.

'Wait – so you think being a grandmother means you're not able to get a "certain kind of attention" anymore?' Emma laughed.

'It isn't funny!' Regina insisted and tried to turn away, but because Emma was seated across from her, it didn't really work and made the formidable woman look a little like an embarrassed child trying to hide, which Emma found kind of cute.

'It is a little. You know that Henry having a kid has nothing to do with how hot you are right?' Emma got up and sat closer, next to the woman and leaned down so that Regina would look at her.

'Of course I know that, don't be ridiculous.'

'Hey, you're the one reminiscing about your Evil Queen days over here.'

'Henry's child is just – a reminder of what's been happening for years, and that I'm not what I used to be. I've turned into a soft old – shell of my former self. I – I spend my days holding meetings with peasants, and I don't even mind. I used to be this hot Evil Queen who could make those peasants kneel for whatever purpose I wished.'

'I don't know that there's any way around the meetings, but I'm pretty sure you could still accomplish the kneeling thing if you wanted to.' Emma chuckled, her filter nearly gone.

'You think so?'

Emma didn't know what to say. Wanting to reassure the woman that she was drop dead gorgeous as ever was one thing, but the blonde absolutely did not want to reveal her own feelings. That all Regina would have to do is say the word and Emma would drop to her knees right there in the study. 'Uh, I mean it's not like you stopped being hot, it's just a different kind of hot.'

Regina looked away.

'Oh, shit, you really- that's what's bothering you?'

'Well I'm right. You just said it, now I'm a "different kind of hot".' Regina bit back, including the air quotes, and grumbled 'I know what that means.'

'That's not – I didn't mean the age thing, but like the Evil Queen is hot in like an obvious intimidating way, like cleavage in your face, literally, and just terrifying. But now you're classy and a little uptight in your suits. It's more subtle than everything being like right there, and in a way like you just want to tear them off and see what's underneath and make you unravel a little bit. That kind of hot.' Emma rambled, and as soon as she stopped, she realized that she probably should have stopped a lot sooner.

'That's specific.' Regina said, looking at Emma.

'I'm-'

'Tell me Emma, is that what you think of me?' Regina asked, her voice soft but insistent, and there was a fire in her eyes that Emma recognized, but didn't quite feel comfortable with. 'Is that what you think about doing to me?'

'Huh? I wasn't trying to – I just meant in general.' Emma's eyes were wide and she was regretting about the last two drinks she had had.

'In general. So you think generally people in this town want to tear off my classy work attire and – unravel the uptight mayor?'

'I'm no mind reader, but I wouldn't be surprised.' Emma responded, and even with the alcohol she felt nervous, like she were under some kind of scrutiny, and in that moment, she understood that separation or not, Regina still had a little of the Evil Queen in her, 'and I'd also like to amend my description – you're still a little terrifying.'

And then Regina laughed, placing her hand just above Emma's knee. 'Can I ask you something Emma?'

Emma was drawn to the woman, she couldn't look away from the warm gaze that was directed at her.'Yeah.'

'You really still think I'm attractive? Even though we're old enough to be grandmothers?' she asked, without all of the uncertainty she had earlier. No, Emma's rambling admission had given the woman a bit of confidence.

'Uh, I'd have to be blind not to.'

Emma didn't even see Regina leaning in, it happened that quickly. The Queen's lips were pressed against Emma's, and once Emma realized that the woman of her dreams was actually kissing her, she began to move her lips and deepened the kiss. Regina moaned as her tongue stroked languid against Emma's, exploring and savoring the woman she had been attracted to for so long. Emma brought her hand up to Regina's cheek holding the other woman delicately as they kissed, like she was something to be cherished, and Regina's hand found Emma's waist, gripping her hard as is she never wanted to let go.

Endless moments passed before Regina drew away slowly, Emma nearly following her. They caught their breath and Emma saw Regina looking at her, almost shy and more vulnerable than she had ever seen her.

'I think – I should – 'Emma stammered, not knowing how to articulate what she had so wanted to say to the woman for so long.

With her words, Regina's face hardened, mask slipping into place, and withdrew her hand from where it still rested on the other woman.

'You don't have to be delicate with me Emma. And I agree, it probably would be best that you leave.' And as soon as she had finished, a cloud of purple smoke enveloped Regina and took her away. Sitting in Regina's study drunk and now alone after the most amazing kiss of her life, Emma knew she had fucked up. And after that kiss, confirming that Regina felt at least something for her, she was determined to fix it.

A/N: So for those of you (like a friend who read it before I posted) thinking that it doesn't make sense for Regina to be that insecure about her looks/getting older because she's a badass witch/Evil Queen/mayor NOT the pasty hag from the Disney Movie, I do think that's a fair point, and felt as I was writing it that it might be a little OOC. However, I see her reaction to Henry's news as part of something bigger. In the course of the show, she's changed a lot about herself going from the Evil Queen to not-so-evil besties with her former enemies and their offspring. I see her getting older and thinking that her looks (which she's used to her advantage) are fading as part of her continued struggle to define herself in a way she hasn't really had to before. I see her worried about losing a part of how she defined herself rather than: o no I'm not going to be hot anymore! Even if she doesn't see it that way herself.

Anyway, I hope you enjoyed it. I have a sort of vague idea for how I might continue it, as I do love a happy Swan Queen ending and the idea of Regina and Emma becoming grandparents, but nothing definite yet. I very much appreciate your comments, suggestions, and reactions so please consider leaving a review, especially if you have thoughts about how you'd like to see this continue.