*blows cobwebs off account* Wow, it's been years ff. Anyway, hi! This is my first OUAT fic and it was written for the lovely Captain Swan Secret Santa and a bunch of people liked it, so I decided to post it here. Enjoy!

"Emma, Emma stop."

"What am I doing wrong now?!" Emma whined while not changing her position in the slightest. Her arms still held her sword like one of Henry's baseball bats.

Killian let out a breath and stuck his blade into the deck. For days now he had been trying to teach the bloody Swan woman how to handle a sword and it was becoming increasingly clear that her hands were only meant for a pistol.

"You can't just rush at me all the time with your sword up in the air like a barbarian swinging a club. You have to at least attempt to protect your middle or one of these days, love, someone is going to gut you. It's stupid and predictable."

"But I'm going on the offensive. I'm not just gonna to wait for you to attack me."

"Fine…fine. Come at me just as you are now."

There was a moment's pause before Emma ran forward. Killian picked up his sword and, at the last second, he side stepped quite easily and tapped his blade against her torso. They both stood still.

"You, darling, are dead." He whispered inching closer til his fingers rested on her stomach precisely where his blade had been nary a second earlier. The edges were blunted, of course, but Hook didn't relish the idea of hurting her.

At his touch, a shiver shot through Emma. His eyes roamed hers with concern, but she wasn't hurt, his blade had barely touched her. Letting out a small sigh, she lowered her arms. "Alright, what should I do then?"

"You should wait." He told her softly, "Whether you like it or not princess, you lack skill. Stay on the defensive and use it to you advantage. Now, assume the position"

With a roll of her eyes, Emma moved toward the other end of the deck. They had been practicing on the Jolly Roger for days now and she was still making very little progress. Witches, dragons and dwarves were real, yet she still had trouble believing it. More than once her gun had proven to be useless, hence lessons. Charming had volunteered his services, but it was quickly evident that she was never going to make an honest teacher out of him; he was too much her father to really educate her. So, in a fit of insanity, she went to the only other person she could think of that had even the tiniest bit of knowledge on how to handle a sword.

Killian Jones, Captain of the Jolly Roger…aka Captain Hook.

Emma wasn't stupid or delusional. She'd gotten lucky back in the Enchanted Forest. Hook had been too busy monologuing and she'd been too determined. If he wanted her dead, she would've been dead. In a real fight with the Captain, she'd never stand a chance. Who better to teach her?

For whatever reason, probably because Emma was the only person willing to speak with him that wasn't Cora or that hobbit wannabe Smee, Hook had gladly accepted her request. And here they were, a few days later, both covered in bruises and making absolutely no progress with anything other than their mounting level of sexual tension.

The fact that this was a huge mistake was not lost on her. Looks were lingering and faces flushed. The pirate and the sheriff spoke in their own secret language of sarcastic flirting and sometimes neither could tell what words they meant and what lines were merely jokes. Mary Margaret wore the constant expression of a concerned mother whenever Killian was mentioned and Charming occasionally broke things.

They could tell and so could everyone else.

Neither Killian nor Emma denied the attraction. They were simply drawn to each other. Sometimes, without even meaning to, they'd bump into each in town. It was like some part of them sought the other out. Hook knew it was just a waiting game and Emma was utterly aware of how much trouble she was in….

Snapping out of her reverie, Emma turned to face Killian, who had his sword already raised. She tried her best to match his stance, but she could tell from the look on his face that she was messing something up.

"Seriously? Come on, I can't be that bad."

All he did was give her a look that pretty much said; yes…yes you are that bad.

"Don't trouble yourself, we can't all be me." He hesitated then before sheathing his weapon and walking toward her. Emma watched as he moved to stand behind her.

"What are you doing?" she muttered, her heart racing; the blush creeping up her face betraying her.

"Shut up and face forward." Emma didn't hesitate, turning from him she kept her eyes locked on the mast of the ship. "Now, you're playing defense remember?"

Emma nodded, her eyes still forward.

"I'm obviously going to attack your left," his hand and hook were on her waist; he turned her slightly so that her right leg was forward. His chest was against her back and she was starting to feel the weight of the weapon in her hand and that was exactly what she was going to tell anyone who questioned why she was shaking.

"Watch your opponent, I lead with my right so you must protect your left side. Try keeping the amount of space you occupy as small as possible. The less of you facing forward, the smaller the target." His hand glided down her arm, keeping it fluid, covering her hand at the hilt of her sword. The skin of his fingers was warm and calloused and Emma tried her best to stay focused. "Don't be so stiff, but don't loosen your grip entirely. You've dropped the sword one too many times. These rapiers aren't meant to be swung, they are meant for thrusting. You are going to feel it all the way through your arm when they connect, be ready for it."

His breath was on her neck now and she couldn't help but think that he was cheating. She was having a hard time remembering her name let alone how to hold a sword. Resisting the urge to lean into him, Emma corrected her stance and just like that he was back in front of her; his warmth gone.

"Got it?" he asked, his voice not unaffected. Killian tried to ignore the faint smell of jasmine that clung to him. He could see the determined set of her jaw and it clashed magnificently with the blush in her cheeks. The pirate loved it when he got beneath her armor and under her skin. Fighting against the heat in his bones he watched as she nodded once again. It was time to begin.

"En Guard!" he shouted, bringing his sword up with a grin.

Expecting him to come at her as soon as he raised his sword, Emma flinched when Killian feigned to the right. Hook, being an opportunistic son of a bitch, seized the perfect moment to come at her left and Emma was completely caught off guard. Just as he was about to pull his blow, Emma parried. The metal clashed together, sending vibrations up Emma's arm. If Hook had done what he said he was going to do, she would've been saved a jolt of pain.

Gritting her teeth, Emma pressed forward against him, "You said you were going to attack my left!"

He smirked, typical. "And that I did, but you can't expect me to give away all my secrets." His voice was deep and gravelly from exertion and if she wanted to continue with this little game, she really needed him to stop talking.

"You cheated!" she snapped while aiming a kick at his shins. Unfortunately, Killian was able to dance just out of reach before any of her hits found purchase.

"I'm a pirate, darling. In case you missed all the clues."

She almost laughed as she held her position; Emma was not going to be taken off guard again. "What, like the huge ship that we're standing on?"

"Aye, among other things."

"Are we going continue or are we going to start a round of I Spy: Pirate Edition?"

"Sarcasm doesn't become you Swan."

"Bite me."

"With pleasure."

He was coming toward her once more and he struck out with a step frontward, which Emma matched with two steps back, keeping her body out of his range.

"Good!" he shouted, an odd showing of pride, "You're paying attention."

Taking a step and a chance, Emma thrust forward, twisting her blade around Hook's in a move that was reminiscent of one he pulled during their fight at the portal. "Fast learner." She replied as he took a step back, batting her sword away. Then Emma spun and swung her sword overhead.

Killian was ready for her. Their blades connected high; their bodies almost touching. "Can the theatrics." Hook growled, letting out a breath, his blues eyes burrowing into her grey ones; his gaze never once failing to make her breath hitch.

"Why?" she questioned, pushing forward, "Are you the only one that's allowed to have any fun?"

Reaching up, Killian caught her wrist with his hook and brought it and her sword between them, "Trust me, there are better ways for a pirate to have fun with a woman."

Emma's face burned as she tried to free her wrist, "Yeah, you and your 'enjoyable activities'…" With her heart racing as it was, Emma couldn't muster up the energy to feel embarrassed. The thought of the Captain and anything remotely sexual immediately sent the higher levels of her psyche to the brink of system failure as her id reared its ugly head. Eyes fluttered and her pulse quickened and right now she just knew he could feel it.

Hook's eyes flashed slightly, dilating, while his hook pulled her even closer, "Oh lass, why don't we stop with this charade and get to why you're really here?"

"Yeah?" Emma started, her mind trying to think of any way out of her current situation. The captain was obviously trying to distract her, to best her. And as the heat between them increased, his methods were beginning to work.

Fucking pirates.

"Yeah," she swallowed, her eyes unintentionally flicking between his eyes and mouth and back again. "And why's that?"

"You fancy me sheriff." His reply was as cocksure as the rest of him.

"Is that so?"

"Aye, I could tell that you wanted me the moment you set your beautiful eyes on my devilishly handsome face."

"I'm pretty sure you're remembering that wrong." commented Emma after she was finally able to untangle herself from his grip. The sheriff took a second to collect herself before raising her sword again.

Hook sighed while doing the same. He wasn't used to having to work this hard for a woman, but he assumed that was why he admired Emma as he did. She was forbidden fruit and temptation incarnate. The princess stood before him countless times with hot looks and cold words. She was playing a game and Killian was enjoying it despite himself.

"You are absolutely maddening. Are we really going to continue with this?"

"I came here to learn how to use a sword and you, Hook, are going to damn well teach me!" Emma was furious with herself. Hook got to her and he just…kept doing it. There was no pause with him. Buttons that hadn't been pressed in a long…long time, lit up when he was around. She felt like she was on fire and she really wanted to punch him in the face because of it.

The thoughts inside her head rallied and fought against each other. Hook was no knight in shining armor; he was more apt to be the one stealing a horse and carriage with a wink and a smile. He was the bad guy. Back in the Enchanted Forrest he had been more than willing to leave her and Mary Margaret behind. Or so Emma thought; she'd always questioned her win against him…. Yet, after everything, she wanted to believe him…she did believe him, but she hated that she did. She hated that she didn't hate him.

The entire situation was completely fucked.

"As you wish," Hook muttered before coming at her again. He thrust his rapier to her left and she attempted to bat it away, but ultimately failed as Hook was able to twist her sword out of her grasp. Without her knowing he'd hooked one of her belt loops and all of a sudden, he pulled her flush against him as he tossed away his own weapon.

Before she could protest, Killian was backing her toward something or other on the ship. When her back hit wood, he stopped. For a while the only sound that could be heard was the sea and their breathing.

"I don't like you." said Emma breathlessly, her voice betraying her. She could feel the cool metal of his hook touching her skin in places where her tank top had ridden up and it sparked a flame within her; heat spreading through her limbs.

"'Never said you did." He started seductively as his blue eyes stared at her lips, "You fancy me darling, you don't really need to like me for that."

Emma could only nod as Killian's hand came to rest on her waist. His warm calloused fingers dancing along her skin were a dizzying contrast to his hook. Adrenaline from the fight still fueled her and she felt like a live wire against him. Her hands came to rest on Killian's chest. They neither pushed him away nor pulled him closer. Her body was on sensory overload and she just needed to touch him to pass off some of the energy. Fingertips ghosted over the opening of his shirt and she could feel that his skin was almost as warm as hers. He didn't wear one of his usual vests and for some reason, she was thankful. The fabric beneath her hands was so thin Emma was sure she could tear it.

And oh was she tempted too.

As her fingers traveled along his chest, Killian leaned forward, leveling his face with hers, "I'm going to kiss you now, love." he whispered, his lips almost touching hers, waiting. For what, Emma wasn't entirely sure.

Without hesitation, she closed the distance between them.

Their kiss was not gentle. Their kiss was not the stuff of fairy tales. Their kiss was rough and passionate. Lips pressed together with more pressure than necessary but it was still much less than what the two of them felt they needed. Killian's tongue traveled along her bottom lip, asking for entrance, which she was desperate to provide; her fingers tangling in his hair. Tongues battled for dominance while teeth nipped and clashed. Killian was a talented kisser; the king of kissers. If this was the kissing Olympics, he'd have all the metals. The things he could do with his tongue were sinful, as was the rest of him.

Their mouths moved together relentlessly…perfectly.

As her lungs fought for air, Emma broke away for a moment. Even as she caught her breath, her hazy thoughts concentrated on nothing but his nearness and how she still wanted him closer.

Barely a moment after Killian collected himself, he began to travel kisses down her jaw and the feel of his soft lips and rough beard caused Emma to press herself against him with a moan, to which Killian replied with a growl and a bite to her jaw just below her ear. It was as though the moment their lips connected, there was no turning back for them.

"Emma," he whispered to her as the hand at her waist started to move upward underneath her shirt. "I am very keen on the idea of having you right here, at this very moment…."

Emma could feel the hum of his voice against her chest as she lost herself in his touch and all the things it brought with it. It took her some time to register what he said to her.

"Someone," she mumbled as he kissed his way down her neck, "Someone might see." Her voice was filled with want as she looked toward the setting sun. If anyone in town could see her now….

At her words, Killian stopped what he was doing just so he could look her in the eye, causing Emma to let out a sound that belonged to a child that had just had its toy taken away, "Swan, I genuinely don't give a fuck what they see." As he spoke, his fingers trailed down her stomach, each of her muscles contracting along the way to the button of her jeans. "There could be a mob standing around my ship and I'd still take you here, against the mast…" he made quick work of her button and zipper, "The two of us, stark naked and they can all watch as you scream my name in ecstasy. I'm sure it will be quite a lovely sight."

"You're sure of a lot of things."

"It's in my nature."

"Alright then," Emma replied boldly as her fingers went to his belt, undoing it in a second. Killian's breathing becoming labored due to the closeness of her hands to a certain put of him that was begging to be touched. "You are supposed to be teaching me after all."

"This is true and I have been very neglectful in my duties."

"Captain?"

"Yes, Miss Swan."

"Shut up and get on with the lesson."

END