Disclaimer: I don't own Once Upon A Time or any of the characters on the show.

A/N: I don't know about you guys but the thought of Regina having a penis, really turns me on! I know there are already some stories where Regina is intersex or a hermaphrodite, but I wanted to put my own spin on it. I have changed some things, so it could fit into my story. Endgame is SwanQueen. This is set after the first curse gets broken.

Here's the background story:

Regina was born with a fully functional penis and has ovaries on the inside. Cora, determined to make Regina Queen raises her as any other Princess is raised. Regina grows up knowing she's a lesbian and Daniel is the only person she can tell without being scared of being judged. Regina is still forced to marry Leopold but on their wedding night he discovers her secret and throws her into the dungeons. Everyday Leopold visits her and taunts her. Calling her a freak, until she breaks down and believes it. Regina escapes and goes to Rumpelstiltskin and begs him to give her female genitals but it can't be done. The Royal Guard finds her and returns her to Leopold. Once they're alone he beats her within an inch of her life, sodomizes her and throws her back in the dungeons. Rumpelstiltskin visits her in the dungeons and offers to heal her in trade of her learning magic and casting the dark curse. Regina agrees.

Emma is fifteen when she runs away from her last foster family and meets Neal. She ends up in a juvenile facility after being caught holding the watches he stole. She finds out she's pregnant while in jail. And is told she won't be allowed to keep her baby and is forced to give him up for adoption.

10 years later Henry ends up on Emma's doorstep and introduces himself as her son. Emma returns with Henry to StoryBrooke where she breaks the curse and finds the one thing she never expected to find. A family.

Regina and Emma are in love with each other, they just haven't admitted it yet.

Chapter 1: I Don't really Hate You

Emma found herself pounding on Regina's door. Yet again. "Dammit, Regina! Open this fucking door or I swear to -" She was cut off to Regina opening the door.

"What is it, Emma?" Regina asks. She's exhausted and she just doesn't give a damn. She had hoped Emma was there to kill her. She knew she deserved to die.

"You...Uh...Are you ok?" Emma asks, rubbing the back of her neck.

Regina was surprised. Emma had been at her door pounding on it everyday since the curse broke. That was five days ago. "You've been pounding on my door just to ask me if I was "ok"?" Regina asks.

"Well, um, yeah..." Emma says.

"You've seen that I'm perfectly fine, now please just leave me alone." Regina says, getting ready to slam the door in Emma's face.

"Wait a minute!" Emma says, placing her hand on the door and barging in. She looks Regina over and notices everything about the woman is different from the woman who had made her life total hell since she stepped into town. She looked exhausted and disheveled.

Regina tries to put on her usual mask of the HBIC, but she just can't do it. She wraps her arms around herself and looks anywhere but at the penetrating green eyes. "Please just leave me alone, Emma." She says with a sigh.

"I can't do that!" Emma says.

"Why the hell not!" Regina spits back, some of her usual fire released in her tone.

"Because I love you!" Emma blurts out. Shit! That so was not the way I wanted her to find out.

Regina's eyes widen. It couldn't be true. As much as she wished it was. She had to be lying because Leopold had told her over and over that no one would ever love her because she was a "freak". "Emma, please go back to Henry. Forget all about me." She said sadly.

"Regina, no! Look me in the eye and tell me that you don't love me." Emma said, challenging. She took a step closer towards Regina. Right into her personal space.

Regina backed up until she met the wall. Her hands started to shake and she had butterflies in her stomach. All because Emma Swan was all up in her face. Dammit! Curse you Emma Swan! She clenched her teeth. "I don't really hate you..." She whispered. She grabbed the lapels of that hideous red leather jacket and pulled Emma flush against her. "I love you too." She admitted, with tears streaming down her face.

Emma closed the distance and locked lips with Regina, wrapping her arms around her waist. Her tongue made it's way past Regina's lips and searched every crevice of her mouth. She pulled away only because she could feel her lungs begin to pop. "Geez! Regina..." She said in wonderment. She placed her forehead against the other woman's and gazed into her eyes.

Regina searches green eyes for any signs that this is a trick and she finds none. "Let's move this to the couch." She says softly. She's afraid if she speaks any louder or makes any sudden movements whatever spell they're under will break. She leads Emma to the couch by the hand and pulls her into her lap. "Emma..." Her lip quivers and fresh tears begin to fall.

"Shh..."Emma says. And then her lips are locked onto Regina's again. She's increasingly becoming aroused and all she wants to do is tear Regina's clothes off and have her way with her. She starts grinding in Regina's lap and latches onto Regina's neck.

Regina feels her penis begin to wake up and starts to panic. "Em-ma, um, there's something I need to tell you..."She says.

Emma pulls away and looks at Regina with hooded eyes. Totally "do me" eyes. "Do you want me to know that you had something to do with Graham's death?" She asks. She slips her jacket off and lets it fall to the floor. And shortly her top and bra follow.

Regina's eyes zero in on perfect pink nipples and her penis twitches in her pants as if to remind her, why they are talking instead of having sex all over the house. "No...I, Emma I have a penis." She says. There's no way to sugar coat it.

Emma freezes unbuttoning Regina's blouse and lets the sentence bounce around inside of her head, making sure she heard it right. That's so fucking hot!

Regina takes Emma's halt of removing her clothing as rejection and she just wants to run. "I know, I'm a freak and now there's no way you could love me." She says dejectedly, trying to move Emma off her lap.

Emma presses her lips to Regina's and shakes her head when she pulls away. "No, I was just surprised. I find it really hot." She says, grinding harder in Regina's lap.

"You sure? You're not repulsed by me?" Regina asks. She grabs onto Emma's ass and brings her hips up to meet hers.

Emma shakes her head, "Can I see it?" She asks, taking one of her hands away from the task of unbuttoning Regina's shirt and moving south. "Can I touch it?" She asks going for Regina's zipper.

Let me know what you think. TBC?