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Published:
2025-04-12
Updated:
2025-05-02
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Friends with Benefits

Summary:

Regina is stuck with a magic cock that she doesn’t want to have, and Emma proposes a “friends with benefits” arrangement to help her out.

NSFW, g!p Regina Mills. Canon divergent after 4x05.

Notes:

This is a story I actually started writing before I started writing "The Dark One's an Idiot" (which should have an update very soon! I have a draft written and should be able to finish editing this weekend).

I was looking through some of my earlier writing and was enjoying it, so I thought maybe it would be worth revisiting/expanding/posting.

One word of warning is that I think in some ways it's not a typical G!P story? This is another version of the summary that I wrote at one point:

 

Regina hates sex. It reminds her of her marriage to Leopold, having no choice but to submit, and it reminds her of being the Evil Queen, forcing that same submission onto others.

 

Maybe as herself it would be okay, but not when she’s cursed with this… thing.

 

Emma just sees that she has a problem and wants to help. It’s what friends do, right?

 

Regina has some complicated, occasionally negative feelings about both penises and sex in this story, which I hope will be handled well. But if that feels like it will be a trigger, then you might want to skip this one.

It is also romantic SwanQueen endgame.

Chapter Text

It’s a cold day in Storybrooke, and Emma is grateful that Regina is both indoors and easy to find. After their late-night excursion going after the Snow Queen — the one that culminated in that amazing moment in Regina’s vault when Regina had finally agreed that Emma was not the absolute worst person in existence — Regina’s spent almost all of her time doing magical research in her office and tolerating Emma’s periodic check-ins and lunch deliveries.

It’s great, spending time finally with the woman who’s always been meant to be her best friend, and Emma feels lucky that she’s finally been able to convince her of it too. That she sees Regina for who she is, someone unique and special just like her.

When she bounds up the stairs to her office, it feels like old times, except even better.

The sheriff and the mayor, fighting evil together, the way it was always meant to be.

Just like Mulder and Scully, or John and Sherlock.

She still needs to figure out how to get Regina her happy ending, but now that Regina has tentatively accepted her offer of friendship, she’s sure she’ll figure it out.

 

She pushes the door of the mayor’s office open and beams at the woman sitting behind the desk.

“Hi,” she says cheerfully.

Regina glances up at the wall clock and sighs. “I take it back. Sometimes I do still actually want to kill you.”

“Relax,” says Emma, giving her a fond eye-roll for old times’ sake. “I have an actual reason to come see you today.”

“I can’t wait,” Regina drawls, and sure, on the surface she seems annoyed, but Emma can see the corner of her mouth quirk up like she thinks Emma is charming. Though she also seems stressed as hell, and while Emma knows that it wasn’t a great thing she did, bringing Marian back, she’s not sure it explains all the tension.

Regina’s eyes look red, too, like she hasn’t been sleeping very well.

Hmm.

“So?” Regina looks at her from across the desk that was clearly designed to intimidate the peasantry. It’s currently piled high with books and strewn with papers, and Emma feels a pang of sympathy at how hard her best friend is working. “What is it?”

“You know that bag you packed for Henry? There was a pair of boxers in it, and he said they’re not his.” Emma pulls out a pair of gaudy orange boxers.

She places them on top of some not-very-important-looking papers and then leans forward in excitement, her elbows on the desk. “Soooo, I don’t mean to pry, but does this mean that you’re seeing somebody else? Because I sort of doubt that Robin even owns underwear.”

Regina takes one look at the — clean, it’s definitely clean — underwear on the desk and seems for a moment to be frozen in shock.

"Regina?"

“I have no idea what those are.”

Emma frowns. “You know I can tell that’s a lie, right? It’s okay, Regina. I mean, I get it if you’re just, you know, getting your rocks off with someone. So who is he?”

Regina looks at the underwear as though it’s a banana and she’s a cat — ears metaphorically flattened to the side of her head, waiting for it to make any sudden movements. “There is no ‘he.'"

“I know it’s really weird, your soulmate having a wife come back from the dead. It’s natural to be looking for some mindless fun.” Emma shrugs, trying to put Regina at ease. “I’d do it.”

“How nice for you,” Regina says dryly. She picks up a pen, having recovered somewhat from what seemed to be a shock. “You’re right. This kind of female bonding is definitely what I needed in my life.”

Emma leans back, frustrated. “Come on, Regina. Don’t shut me out. If there’s no guy, then what’s with the underwear? It’s not like it just appeared out of nowhere.”

“You’d be surprised.” Regina picks up a document and glares at it like it has offended her. “And you can’t assuage your guilt by accusing me of sleeping around.”

“I’m not… assuaging anything, Regina. Whatever that means. And I’m not accusing you of anything either. I was just wondering why you packed the wrong underwear for Henry.”

“Maybe he’s mistaken. Or maybe they belong to one of his friends.”

“Okay a, I think he knows what his own underwear looks like, b, most of his friends are girls, and c, they’re boxers, Regina. Women don’t wear them.”

“I have to say, Miss Swan, that you’re the last person I would have expected to view clothing as inherently gendered. Given what you wear.” She adds the second sentence unnecessarily.

“You know what I mean. They can, but if you’re, you know, shaped a certain way then they don’t fit very well. Unless you’re wearing something from TomboyX.”

“I’m glad I don’t know what that is. And please don’t explain.” Regina holds up a hand, now firmly in control again. “Let’s call it a mystery. A problem to solve.” Emma leans forward eagerly, but Regina flashes her a dark smile. “Unfortunately for you and your relentless familial need to gossip, I have several much higher priority problems. I’ll pencil this one in for 2025.”

Emma watches as Regina actually gets out a calendar — who the heck has calendars that go ten years into the future, anyway — and neatly pencils “Mystery Boxers” in on April 12th. Then she picks up the boxers from the desk, holding them away from her body as though they’re something foul, and places them in a drawer.

“There.” Regina looks at her in mild triumph, although it’s tinged on the edge with exasperation and tiredness. “Was there anything else?”

Emma rolls her eyes. “Nah, that was it.”

“Great. You can go.”

Instead, Emma studies the massive amounts of papers and books on the desk. “Trying to figure out the Marian thing still, right?” She starts idly flipping through the nearest book. “How’s it going?”

“It’s fine.”

“Can I help?”

“You can help by leaving.”

“C’mon, Regina, don’t be like that. We work really well together. I can help you study this…” — Emma flips the book over to read the title — “… Trace Magical Signatures… wait a second.” Emma frowns at the book. “This doesn’t seem to have anything to do with Marian.”

Regina sighs. “That would be related to one of the other problems that have come up. That’s what happens, when you take your job seriously and don’t concern yourself with minutiae.”

“You’re not still planning to kill her, are you?”

“Of course not,” Regina snaps. “And I was never planning to kill her. It was a passing thought.”

“Okay great, then I can help. You know, I’ve been studying magic a lot more recently, and I’ve gotten a lot better.”

“That’s nice. I don’t need magical help.”

“Well, you definitely do with Marian. Maybe I could work on that and you could work on this other mysterious problem. We could study together.”

“Miss Swan. This isn’t college. I want you out of my office and out of my life.”

“Well, that’s too bad, Madame Mayor, because I’m determined to help you.” Emma trails off as Regina leans forward slightly as though her stomach hurts. “Are you okay?”

“I’m fine,” Regina says through clenched teeth. “I just need to focus. Which is impossible to do when you’re around.”

Emma takes everything in for a moment: Regina’s flushed face, her bloodshot eyes, the fact that she’d somehow been so distracted that she’d packed Henry’s bag wrong.

“Is everything all right with you?”

Regina glares at her. “No. I keep being bothered by someone who keeps inserting herself into my personal space.”

“It’s a public office, Regina. You’re at work; it’s hardly your personal space. Plus I’m all the way over here on the other side of the desk.”

“You’d really make me go to my house just to get away from you?”

“No,” says Emma, looking at her curiously.

“Thank you.” Regina breathes out a sigh and starts looking at the books again.

“I mean no, there’s something going on with you and it doesn’t have to do with me.”

“I wouldn’t be so sure about that,” Regina mutters. She starts flipping pages angrily.

“Regina, hey. It’s me. Whatever it is, you can tell me. I’m not my mother; I can keep a secret.”

“I just need to be left alone.”

“Okay, fine. And I’ll run interference for you and make sure that everybody leaves you alone, including me, if you tell me what’s going on. But I have to know. You don’t seem okay, Regina.”

“You’re such a Charming,” Regina spits out, and for such a nice-sounding word it sounds like the deadliest of insults.

Emma sits back and watches her, trying to figure it out. Running everything through every superpower and street smart and magical intuition she has.

“Stop staring at me. I want you to leave, Emma. How many times do I have to say it?”

“Are you using concealment magic?”

Regina looks up, startled. “How do you know that?”

“You’re not teaching me, so I’ve been studying magic on my own. I told you.” Emma lifts a hand and concentrates, trying to figure out where it’s coming from.

Someplace close, she thinks.

“Stop that,” says Regina, and she almost looks frightened.

Emma drops her hand. “What are you trying to hide?”

“It’s nothing sinister, Emma. It’s really not important and I beg you to drop it.” Regina’s voice is actually trembling.

“It might not be important to Storybrooke or to defeating the Snow Queen, but it’s clearly important to you,” says Emma, after watching her for another minute. “So it’s important to me. I’d like to help.”

“I’m sure you would, but you can’t.”

“Try me.”

Regina stares at her. “You’re really not going to leave this alone, are you. You’re determined to pry every secret from me, expose me for everything that I am, just so you can watch and judge me. You’re just like your mother. You want to ruin my life.”

“That’s incredibly melodramatic, Regina.” Regina doesn’t seem like she’s playing, though; in fact she looks stricken. Or like she’s about to have a heart attack.

Emma flashes her a quick smile. “But fine, keep your secrets.” Then she pauses, wondering if she’d capitulated too quickly. “It’s not, like, a secret stash of the souls of unborn virgins, right?”

Regina looks slightly more at ease now, and when she answers there’s a wicked gleam in her eye. “By definition I think anyone unborn would have to be a virgin.”

“Not exactly filling me with confidence, there, Regina.”

Regina smirks at her, and Emma feels a rush of affection for her friend. “I told you, it’s not sinister.”

“Okay. I trust you.”

Emma looks out onto the books and snags one that seems to have something to do with ice spells. “I’ll take this one, yeah? And you should get an early night’s sleep. I think you need it. And eat some good food. I’ll bring you some chicken noodle soup tomorrow.”

“I don’t need soup.”

“I know you’re a powerful queen, Regina, but you do still have biological needs, you know. You need to eat and sleep like the rest of us. Don’t worry, I’ll take care of everything. Take the night off.”

Regina is staring at her like she said something else, but Emma can’t figure out what it is. “What?” she asks finally.

“Nothing,” says Regina. “But fine. If you’re going to chase me out of my own office, then I suppose I’ll have to go home. And I don’t want to see you on my porch.”

“Not until tomorrow,” says Emma, giving her best friend some finger guns. “I promise.”


Emma is as good as her word and brings Regina soup the next day, although it doesn’t look like the night off had done her much good. Regina spends the next few days holed up in her office, keeping the door closed, which — well, frankly she might as well have had a sign on it that said “Sheriff Swan Keep Out!!!”

So Emma tries to respect that. Regina had been short with her, anyway, when she’d brought the soup. If anything, their previous conversation has made her even more stressed around Emma, like she suspects her of trying to ferret out her secret.

Which she’s not really trying to do, although she does keep practicing her magic. It wouldn’t be her fault if she just happened to sense it, after all.

And she places care packages in Regina’s cubby hole at work where she picks up her mail.

And on the porch at her home.

And she texts Regina updates about the ice spell book, which is really incredibly dense and difficult to read. Why can’t all magic be as easy as just getting mad about things?

 

It doesn't take long before she's about to stage an intervention, though, because clearly “leaving her alone” is not actually what Regina needs.

No, what she needs is to connect with people. Like her best friend.

So she picks up some more soup and salad and soothing chamomile tea and heads over to her office, only to face a gaggle of townspeople hanging out outside of town hall.

She slows.

“What’s all this?”

She scans the crowd. “Dr. Hopper?”

He pushes up his glasses uncomfortably. “The power going out the other day needs more than a quick fix, Emma. Someone needs to take care of this town. We’re looking for the mayor, but it seems as though she’s… well, postpartum. Focused on the baby. And at your house. And Regina’s in the actual office and doesn’t want to be disturbed.”

“She’s researching,” says Emma. “Yeah, I’m going in to help her. Go talk to Snow, okay? She’s the one in charge of that stuff now.”

A dwarf looks at her grumpily — which is ironic, because he’s one of the other ones. “Didn’t you see how she managed the power going out? At least Regina can keep this town running.”

“Okay, well there’s nothing you can do about it by standing in the middle of the street,” Emma snaps. “Regina’s the one trying to figure out how to save everybody, okay? Give her a break. And go talk to Snow. Tell her I told her Regina’s got other priorities right now.”

There’s a lot of grumbling, but eventually the crowd disperses. Emma watches to make sure that they leave, and then heads upstairs to Regina’s office.

 

Regina looks up at her and sighs. “That didn’t take long.”

“Come on, Regina, I left you alone all of yesterday.”

“Yes, you did. Aside from the texts and all the packages I kept finding.”

“Did you eat them? Anyway, I figured you could use some hot food. So I brought you some.” She grins at her as she starts unloading the takeout bag. The desk is a mess and papers are everywhere. She makes a half-hearted pile to create some space, while Regina just eyes her like she’s too weary to fully protest.

“I’m busy.”

“I also brought you some tea.”

“I’m not thirsty.”

“Okay, look, Regina. I’m really not trying to be a dick, but you need to tell me what’s going on,” says Emma. “Or tell somebody, anyway. You’re packing underwear that’s not Henry’s, you’re holed up in here day and night and talking to no one, and I know it’s not just me you’re avoiding. And you’re using concealment magic.” She swallows. “I know you don’t want to be my friend, but I really do want to be yours. And I can help. If nothing else, I can give you a magical concealment boost or something. I can’t tell what it is, but I can tell that you’re running it almost 24/7 and that has to be hard on you.”

She spreads her hands and looks pleadingly at Regina. “Please let me help.”

Regina stares at her, and her eyes are red-rimmed and exhausted. “Fine,” she says finally. “You’re close to finding out anyway. But you cannot tell a soul.”

The rush of friendship Emma feels is strong and relieving. “Thank you. And of course. Cross my heart and hope to die.”

“If only,” Regina mutters. She pushes her chair back and stands up, then waves her hand.

Emma waits for the big reveal, but doesn’t see anything, just Regina looking kind of nervous and… about as insecure as she’s ever seen her look, frankly. But other than that, nothing looks different. “I don’t get it,” she says finally. “What were you concealing?”

“It’s me,” says Regina stiltedly. “I — woke up with this thing on me a couple weeks ago.”

“What thing?” Emma searches her face but doesn’t see anything different, then her gaze drifts lower.

Lower.

To a suspiciously bulky crotch.

She frowns. “Is that… ?”

“Yes, Miss Swan,” Regina says tiredly. “It’s what you think it is.”

Emma stares. It’s definitely a noticeable bulge. Regina could probably get away with it most of the time, under a desk or something, but it makes sense that she’d be concealing it, even though that’s probably the main reason she’s so drained.

Actually, it kind of looks like an erection.

She's not quite sure if it always did, and she just noticed, or if it... you know, just turned into one.

She tries to get a closer look, but Regina’s gaze on her feels hot and for some reason Emma feels embarrassed, as though she’d been caught blatantly checking her out.

She swallows and then looks up at Regina’s eyes.

“But… how? Why?”

“I’m not sure.” Regina gives her a look and then sits back down at her desk. “Maybe someone wanting to humiliate me. Or someone wanting to get revenge on the evil queen. I seem to have enemies coming out of the woodwork lately, and most of them I don’t even know. I’m trying to figure out the magical trace of it, but it’s difficult.” She closes her eyes and rubs at her temples.

“So the underwear —”

“Is mine.” Regina stops rubbing and shifts uncomfortably in her chair. “My… old underwear no longer fits.” She picks up her pen and stares at the documents in front of her, avoiding Emma’s eyes. “I trust you will keep your word?”

“About… helping you with it?”

“About not telling anyone.”

“Oh,” says Emma awkwardly. “Absolutely. Of course not. Mum’s the word.”

“Good.”

“Have you told Robin, though?”

Regina looks appalled. “Why on earth would I tell him anything?”

“I don’t know, he’s your soulmate, and he — well, maybe someone was trying to get in between you and him.”

You have been doing that just fine,” Regina snaps.

“He’s probably not into that anyway, I’m guessing.”

Regina puts her pen down in frustration. “I don’t know or care if he is. He has a wife who I am trying to save, and would be completely focused on if people didn’t insist on playing these… pranks. I’m not going to bother him with something that is completely inconsequential. So I hope you’ll actually be helpful for once and help me keep this a secret from everyone else.”

“Of course,” says Emma. “No problem. I’ll help out with the concealment spell, for sure.”

“Thank you.” Regina picks the pen back up and starts writing some notes while looking at the book in front of her, the dismissal clear.

Emma lingers, though.

“Aren’t you going to do something about it?”

“I am doing something,” says Regina. “I am researching. Obviously.”

“I meant more like right now. It just looks kind of painful? I can, you know, wait here while you go into the bathroom or something.”

She’s expecting Regina to snap at her again, but instead she just shrugs dismissively. “It’s like that often. It’ll go down eventually. I’m fine. And no one can see it, so there’s no harm done.”

“It’s affecting your health, though. Right? If nothing else I bet you'd feel less stressed and you'd sleep better.”

“I’m fine, Emma. You’re the only one who’s in here bothering me all the time anyway, so it will help not to have to worry about concealing it from someone who’s like a dog with a bone.”

Emma gnaws at her lip. “Is there anything else I can do to help with it?”

“I don’t think you’re very good at research, so no. Especially given those insipid texts you sent about the book you ran off with. Which was actually fairly important and I’d appreciate it if you brought it back.”

“I meant actually… with it.”

Regina stops writing and looks at her. “What?”

“As a friend thing,” Emma says hastily. “You know. We had a… a moment in your vault. And this seems like an embarrassing problem, which is why you confided in your best girl friend.” She tries to give a goofy, disarming smile.

“What exactly are you proposing to do?”

Emma can’t really read Regina’s tone. It sounds kind of angry, but there’s colors of something else.

“Uh,” says Emma, and she can feel herself flush. “I was thinking - you know, just help you release it.”

Regina stares at her for a long moment, until Emma starts to squirm.

“Really. After our ‘moment’ the other day. You want to braid my hair, prank call boys, and now suck my cock?”

“Uh,” says Emma. “Well, I mean, it was just an idea. I don’t think it’s good for it to be like that, Regina, and I know you don’t have anybody else, and I just want to help out. You know, as a friend thing. Friends with benefits. It’s a benefit of having friends.”

Regina doesn’t say anything.

After a moment she picks up her book again. “Goodbye, Miss Swan.”

“Um, goodbye,” Emma says. “Just to be clear, is that a no?”

“Right,” says Regina. “No.”

 

It’s hard, when your best friend is going through something that difficult. Emma resolves to be there for her as much as she can.

Good to know, at least, what it is.

Emma’s sure she can figure out a way to help.