"Watch yourself, love."

It wasn't so much his voice that startled her but his hand on her shoulder. She looked up quickly and backed away from him. He put his hand and hook up defensively, tilting his head to the side with a smirk. "Easy, Swan..."

"Sorry" she said shortly.

"Where might you be off to at this time of night?" he inquired.

She opened her mouth to respond and then realized she had no idea where she was going. Her car was in front of Granny's, but she had just felt like walking. After a conversation with Neal had taken a turn for the dramatic she had longed to feel the cool night air on her face and in her lungs. The last thing she needed was to go round and round with Captain Hook.

"Just taking a walk," she responded.

"Not the safest time to be walking alone in the night," Hook remarked. Emma looked up and noticed he was missing his usual smirk. His eyes were almost worried for her. She did not need his worry at the moment.

"I can take care of myself," she snapped.

"Oh, I don't doubt that for a moment," he replied. His smirk returning as he thought of all the times she'd bested him. He certainly had respect for her ability to fend for herself.

"My car is outside of Granny's. I was just on my way back," she explained.

"Well, I might be new in town but I like to think I have a knack for navigation." He pointed behind her and smiled "I believe you're headed in the wrong direction."

Emma sighed and turned on her heels to start back towards Granny's. She felt him follow her, but just kept walking.

"I hear you've got a history with the dark one's boy," he remarked. She stopped abruptly and spun around to face him.

"That's none of your business," she hissed. The pirate was taken aback by her reaction.

"That bad, huh?" he taunted. She rolled her eyes and started back on her course.

"What do you want anyway? I don't have the energy to deal with any fairy tale bullshit right now," she muttered over her shoulder.

"I merely saw you walking and thought it strange, love," he responded casually. She rolled her eyes again. "With Regina and her mommy dearest on the loose I've been trying to keep an eye out."

"Good for you."

"This lad has really done a number on you, Swan." He clicked his tongue and grabbed her arm. She spun around to face him. "You're even more tense than usual."

"How would you know?" she demanded.

He didn't answer and moved in closer to her. She moved back but he only followed her movements. They had made it back to her yellow bug somehow and she felt it behind her. The cold air around them suddenly was replaced by the warmth of his hand as it came up to brush her hair over her shoulder. She had been longing for the cold air but it was replaced by a need for this sudden warmth. There was a certain comfort in the feelings it brought. Her eyes were drawn down to his chest. There was something between them and it felt better than whatever she had been feeling in the diner, arguing over past wrongs and years of lost moments. She scolded herself for the momentary intoxication with this character in front of her. The unfamiliar feeling of his touch was doing all sorts of things to her. She could feel the tenseness he was referring to. Her chest felt like it hadn't relaxed in hours and she could feel the toll it was taking on her. Exhaustion was settling in and Hook's warmth was so inviting. She looked up at his eyes, trying to regain any control she had left.

It was then that he answered her question "I think we both know I'm quite perceptive." His voice filled her ears. The sentence was filled with recollections. Her inquiry into his tattoo and his reaction to whatever memories it triggered had given her insight to what drove him. She could tell by his tone that whatever memories the tattoo brought were far from his mind.

"I thought I was the perceptive one?" Emma responded. She silently cursed herself for the flirty nature of her response. What was she doing? She should be walking away. Getting in her car and going home.

"Right now you're the tense one," Hook responded as if he was reminding her of something obvious. "You have that look in your eyes - the look of the lost boys. You're surrounded by people who love you but you still look alone."

Emma could think of nothing to say. How could he read her so easily? She did her best to be strong and hold it all together. She was the savior. She had to keep her family safe. The sudden realization that he'd been able to read everything through her eyes forced her to look down again. It was the only way for her to regain control. Hook raised his other arm and she felt the cold of his hook underneath her chin guiding her eyes back to his.

"I've been alone for many years," he began. "I've may have been forced to work with Cora out of necessity but you are the first person that has made me feel like being a team could work again. I gave you my trust on that beanstalk and you locked me away."

Emma had no response. There was nothing she could say. She had seen the honesty in his eyes before she'd locked him up, but her fear of him had taken over. She had not been ready to partner with him.

The door to Granny's opened and Emma jumped. Hook moved away from her and she looked over his shoulder to see someone walking out of Granny's and down the street. She didn't recognize them but it brought her back to her senses. Neal was inside and here she was pressed between a pirate and her yellow bug.

"He's just inside and I have to go," she stammered trying to fish her keys out of her jacket pocket. "He'll probably be following me soon; we didn't exactly end our conversation on good terms."

"I believe that's what we call too little too late," Hook said.

Hook felt his annoyance showing. Luckily Emma was so distracted that she didn't seem to notice. His words had brought her eyes back to his and he took his opportunity to move closer to her again. He wondered if she would ever relax in his presence. He wondered what it would feel like to have Emma's trust. He longed to feel her sigh out her uneasiness and give into the pull between them.

"Yeah well, story of my life," she muttered. His response had caught her off guard. It was such a simple way to describe Neal's return to her life. Too little too late. She'd spent so much time trying to sort out her feelings when he had found the words so easily.

"I hate to see you so tense," Hook stated. "It's just not healthy."

Emma laughed and Hook felt her relax a tiny bit. "I'm sorry but are you giving me health advice right now?"

"Got you laughing didn't I?" He responded. Emma rolled her eyes and pressed her tongue into her cheek.

"I need to get home," Emma stated firmly.

"Just do me one favor," he begged. When she gave him a questioning look he continued, "Just a small one. For the ten hours you left me chained to a beanstalk. I really think one or two would have sufficed."

Emma smiled and looked up at him. She could tell his intentions were good, "Fine."

"I'm going to hold you. I want you to forget that I'm… Captain Hook," he began. His name fell dramatically from his lips as if it really were a ridiculous fairy tale story. "I want you to relax. Just for a minute. Just to see what it feels like." His voice was light and breathy. He had moved closer to her as he spoke until his lips were next to her ear.

Emma felt herself tense even more, if that was possible, when his arms slide around her. His warmth was enveloping her now in a way that she couldn't refuse. She felt her walls crumbling with each breath she took in that was covered in his scent. Her conversation with Neal had been so cluttered with feelings from the past. The newness of Hook's form pressed against her was hard to resist. She recalled the words her mother had spoken to her what felt like so long ago. "It may keep out pain but it also may keep out love."

Emma sighed and without thinking raised her arms to wrap them around Hook's neck. She felt him take in a breath before tightening his grip on her.

Hook felt her arms finding their way around his neck and he held her closer. He didn't know what was going on in her head but he could feel her walls coming down. All he needed was a minute.

Emma felt herself giving into him. She let out a final breath before truly letting her body relax against his. Even though they had been pressed together for a few moments there was a distinct difference in feeling her body relax against his. She noticed every place they touched. The way the details of his jacket pressed through her top and into her skin through the opening in her jacket. His leg pressed in between hers as he pressed even closer to her. Her head lay perfectly against his chest as she counted every breath. She hadn't felt this closeness in so long. As she counted his breaths her own fell into rhythm with his.

Hook tried to keep his breathing steady but the feeling of her relaxing into his arms was sending him over the edge. He had imagined this moment in his head since she had grabbed him away from that trip wire in the giant's lair. The shock of her sudden closeness had been so exciting but she had immediately pushed him away. He had felt in that moment just a fraction of what he was feeling now as her body molded into his own and her chest rose and fell in time with his.

"It's about bloody time," he whispered.