This is my first crack at Once Upon A Time stories. I have decided there are not enough Mary and Emma friendship stories. Hopefully you will get where this fic is going at the end. Not a Romance fic.

Reviews are wanted and needed for me to survive.

Lying on her back with Emma on the other side of her bed, Mary Margaret sighs loudly. She hasn't been able to sleep for the past week. She thought if perhaps Emma was beside her and they could talk she could get some sleep but Emma just went right to bed. She didn't even enjoy the 'slumber party' part of it. That was the ploy to get Emma to try it. Mary wouldn't dare tell Emma that she wanted her to comfort her. She would probably get a brush off saying that Mary doesn't need anyone to comfort her from the blond. It was hard enough getting Emma to agree to the slumber party.

Once again sighing loudly, Mary turns over on her side and looks at Emma's back. She really wants to talk to her about everything but Emma really isn't a talky person.

"You know I can feel you staring at me." Emma says with a sarcastic undertone. She turns over and raises an eyebrow at Mary's blush at getting caught. "Do you want to talk?" She asks. She isn't about to let Mary go about staring at her the rest of the night. She needs to go to work early in the morning.

"Well…" Mary hesitates and bites her lip gently. She doesn't want to seem like a bother to Emma, especially if she isn't in the mood. "You are tired so I guess you can go back to bed." Mary looks down and traces the pattern of the bed sheet gingerly with her finger.

"Mare, I can talk. And besides, lately you have been the one trying to take naps anywhere and when you can." Emma smiles tiredly at Mary as she once again blushes at getting caught.

"You saw me trying to nap on the table, didn't you?"

"Yeah. I was tempted to start eating and put a cold glass of milk on you but that would have been mean." Emma closes her eyes for a second to gather her thoughts before slowly opening them. "So what do you want to talk about?"

Mary gently smiles to herself as Emma tries to scoot closer to her. Now there is only half a foot between them instead of a foot. She likes it how Emma will come out of her comfort zone, albeit in a half asleep state, to help her.

"Are you sure?" Mary asks, silently praying Emma doesn't turn back around and drift to sleep. She lets out a breath of relief when Emma nods and opens her eyes wider to try to push away the tiredness.

"Well with everything that has happened, David choosing Kathryn, Gram dying, Henry doing show and tell about the book and somehow managing to convince the whole class that it is real, there has to be a point to it all, doesn't it?" Mary thinks about it carefully and bites her lip again. Emma doesn't say anything but has a confused look on her face.

"With a lot of bad things happening…" Mary sighs and glances at Emma's amused expression. She rolls her eyes. "Okay, so the Henry thing isn't but still. There has to be a reason for all them, right? Life cannot be made up of forgetting your past, hating the present and fearing the future." Mary looks questioningly into Emma for some answers. She sees Emma searching for a response.

"Do you want my opinion or what should be?" Emma honestly asks. Mary glances at her hands before looking back up.

"Is there a difference?"

"Yes."

"Both."

Emma blinks for a moment. Mary wonders if she asked for too much. She really never knows the true boundaries with her. It is like she has to dance around Emma's feelings even though Emma pretends not to have any.

"For starters, if you start thinking like that then the world has really screwed over." Emma smiles at her joke but Mary barely cracks a smile. She doesn't find Emma's perfect view of her life funny. She has a more screwed up life than Emma knows of. She isn't the only one with secrets. Emma shifts uncomfortably when she notices Mary's lack of reaction and continues. "Umm, my opinion is that life is just that but has highlights every once in a while to keep everyone thinking that we just might be able to find a happily ever after. It's that hope that really keeps us going, that we can have happiness." Emma glances at Mary. Mary can tell she is looking for a reaction to this. She can't tell which is more depressing; the fact that Emma has that outlook or her almost agreeing with her.

"Continue." Mary prods. Emma takes a deep breath before resuming.

"But the other way you can look at it is that the only reason we have these bad experiences is to show us what really matters." Emma tries to smile at Mary but finds the topic too serious to play it off. Mary appreciates that Emma is trying to be serious and help her. "Without Gram dying, we wouldn't have become as close as we have. I'm glad that I have someone like you to rely on." Emma whispers the last part and Mary swears that she hears Emma murmur something else too but she shakes it off. Her heart feels like it's in her throat right now. She knows how hard it is for Emma to trust, let alone tell them how she feels. Mary desperately wants to reach out and have contact with the woman six inches away from her but she restrains herself.

"I'm glad that we are such good friends too." Mary softly smiles at Emma and scoots a little bit closer. Maybe tonight she will get some sleep after all. Searching Emma's green eyes for something more she wanted to talk about, she decides that this would be the perfect time to get some shut eye. Closing her eyes carefully, Mary adjusts herself so she is comfortable.

Right as sweet unconsciousness is about to claim her, Mary hears something that concerns her right away. Opening her eyes quickly, she discovers that Emma turned her back to her again and sounds like she is crying. Mary takes a chance by slowly reaching out and gently resting her hand on Emma's shoulder. Immediately Emma tenses up from her touch. She decides that no matter the barriers that Emma has put up, she will try to help her.

"Emma." Mary barely hears her own voice as she tries to turn Emma around. Her heart hurts for the woman in front of her who doesn't ask for help even when she needs it. Emma shakes her head vigorously, letting the brunette know she doesn't want any comforting.

Why can't Mary just tell that she doesn't need anyone's comfort? She has to deal with it alone before and she will now. Emma tries to shake off Mary's hand from her shoulder but it won't leave her. Letting out a choke that held the tears at bay, she caves in as she realizes Mary won't leave her like everyone else. Turning around with such quickness that it startles Mary, Emma faces Mary with her tear rimmed eyes. She finally lets Mary see the insecurities that she has hidden for all these years.

Mary lets out a small gasp as she sees all the fears and heartbreak Emma has had to deal with. Her heart breaks as a tear finally breaks away from Emma's green eyes.

"Emma." She coos gently. Mary can't explain it but she feels the need to protect Emma from all the hurt now and wants to comfort her. Giving in to her unexplainable instincts, she scoots closer to Emma and wraps her arm around Emma's shoulder to pull her towards her. Mary cracks a sad smile when Emma comes towards the brunette more. She drops her hand off the blond and sets it down on the bed, palm up, offering Emma some comfort. She watches closely as Emma glances nervously down at her outreached hand. With a moment of hesitancy, Emma chooses to clasp the hand with her own. Their eyes lock for a moment. Emma's greenish blue eyes showing her fear at the trust she is putting in Mary while Mary's green tries to show her confidence that she will always be there for Emma.

Mary gazes at Emma silently as the blond sighs softly and closes her eyes. Emma knew that she was absolutely terrified. It had been years since she allowed herself to be close to anyone. Having been wounded so often by every person she had ever loved, the idea of trusting anyone ever again with her heart was unbearable.(1) She tries to calm her breathing because whenever she cries it feels like someone has been standing on her chest, forcing labored breaths. Once she feels like she can breath again, Emma cracks one eye open and looks at Mary. She watches Mary turn over so she is looking up at the ceiling. She thinks back to when she came to Mary, asking for a place to stay and Mary let her without any ifs. She also remembers when Mary bailed her out because she trusted her. Emma notices the sensation of untamable guilt rise up in her. She has always tried to push Mary away because of her stupid fears but Mary has always been patient with her. She slowly wiggles her body so only their clasps hands are separating their bodies. Maybe she should show Mary that she truly cares and appreciates what Mary has done for her. Swallowing an unusual amount of nerves, Emma shifts so her head rests on Mare's shoulder.

Mary knows that Emma really has to want to tell her that she trusts her because the blond is clearly fighting herself when she slowly rests her head on her shoulder. Mary smiles at the sign of affection that she rarely receives. Deciding to reciprocate it, she softly lays her head on Emma's as the two just lie there. Neither of them is willing to move an inch for fears of ruining the almost motherly moment. Mary knows that this is probably the closet the blond as come to being close to someone like a parent/friend and the thought that Emma chose her to share it makes her heart swell with joy.

Emma's breathing becomes calm as Mare rests her head on her own. She smiles despite the still burning sensation the tears have caused. Closing her eyes, she allows herself to become caught up in the rare feeling of safety that Mare provides her.

"Thank you." She whispers softly.

"No problem honey." She hears Mary say back. When she feels Mary gently kiss her hair, her heart quickens. They are certainly moving past the just roommates part of their friendship. It scares her to think that maybe sometime she might lose Mary somehow. Her fears suddenly catch up to her when she feels Mary let go of her hand and tense randomly. Taking one last breath to compose herself, Emma looks up at Mary expecting the worse. What she doesn't expect is to see Mary staring up at the ceiling with a blank look in her eye and a drop of sweat forming at her brow.

(1) : I would like to cite that as a homage to one of my favorite fics in the database. The Years Togetherby NastElilBuggr. Basically most of the lower half is a replicate that can never compare to the original. Insert plug for you to look for it.

What do you think? What has happened to Mary?