Disclaimer: I own nothing! The characters belong to Adam Horowitz and Edward Kitsis.

It was the summer of 1941.

The sun was nearly as hot as the girls who found themselves vacationing in Seabrook Island. It was heaven, at least for Killian Jones and his mates. They were poor boys, looked down upon and disrespected by nearly all of the permanent residents. They were a ragtag group of boys who grew up in the slums of the town. If you asked them, they would honestly say they couldn't remember how long they had known each other or even how they met. They just simply were.

There were four them. Neal, David, Liam, and Killian. There was a mountain range of issues between the four them but it was their shared summers surrounded by rich, beautiful women that allowed them to forget all of it. It was the thing that kept them going. Until her.

It was the summer of 1941 and it changed everything.

Killian Jones had come to expect a certain clientele at the soda shop. Boys and girls, around his age, love struck and starry-eyed were the norm. He was used to it. He was used to their hoity-toity attitudes and the way they barely even looked at him when he took their orders. And it was fine. He was getting paid and that was what mattered. Though he would lying if the idea of spitting in their shakes didn't cross his mind.

It was mid-afternoon in beginning of June. The beginning of summer and people were only just started to filter into their summer homes here in Seabrook Island. Many faces were familiar ones. He had been working as a soda jerk for the past three summers and each of those three years he saw the same faces. It was a comfort to him, in a way, that the rich were creatures of habit. Provided him with some sense of normalcy.

The shop was dead. It was early morning and the clouds in the sky looked downright dangerous. Killian wasn't expecting a heavy crowd. He was sat behind the counter with a book in hand. He read the first sentence on the page before his eyes travelled down to read the last sentence and then everything in between. He always read that way. Somehow, knowing what he was working up to made the meat of the page just that much more interesting. He had his finger poised on the corner of the page, ready to flick it and turn to the next when the bell on the door jingled, notifying him that some rich caterpillar had left their cocoon. He peeked over the top of the book, seeing a beefy looking kid, and looked determinedly back down. He kept the novel in front of his face, deciding to flip the page before he tended to whomever was at the counter. They could wait. His insatiable curiosity about what connected the first and last sentences could not. He was halfway down the page when someone cleared their throat. He put up a single finger. "One moment." He muttered, his eyes utterly focused on the words in front of him. Two sentences later, the person cleared their throat a second time. Killian rolled his eyes. "One. Moment." He said between clenched teeth. He sped up his reading, the words blurring together, until he finally reached the final sentence on the page and closed the book. He set the novel down on the milk crate next to him and wiped his hands on his pants. He walked to the front of the store where he was met with the sight of the same beefy guy he saw walk in and a blonde with her eyebrow quirked, a displeased smile stretching across her pale face.

"Suppose that took you long enough." She remarked sarcastically. He stared at her a moment, taken aback by her candor.

"Suppose you could be a little more patient." He replied with a shrug. He turned his gaze away from her and back over to her date. "What can I get for you?" He asked. The burly man standing across from him looked first at the blonde, who still had that insipid eyebrow raised, and then back at him. He scratched his head and tilted it upwards to look at the menu.

"We'll have uh, two vanilla milkshakes." Killian nodded and was about to turn around to put the order in when the blonde spoke up again.

"Um," She shot her date the filthiest glare Killian had ever seen on a woman, "Actually, I think I'll have a strawberry milkshake instead." She turned her eyes back to Killian, who felt a smile pulling at the side of his mouth. Cheeky, she was.

"Got it. One vanilla and one strawberry milkshake coming right up." He turned around and began working the order up. He couldn't help but have one ear tuned into the conversation happening at his bar. It was basic, simple first date talk but Killian could hear the reservation in the blonde girl's voice. She sounded distant. Almost like she would rather be anywhere but here. Or at least be with anybody but roast beef over there. He took glasses from underneath the bar, cleaned them with the rag that was tucked into his back pocket and he listened. He was asking her a lot of stupid questions and each and every one of her answers became more and more sarcastic as the conversation went on. He had to keep himself from laughing out loud at some of the things he heard her say. That girl….she was something.

The shakes finally finished and he poured them into the glasses. He topped them both off with whipped cream and a cherry and deposited them in front of the pair. "Enjoy." He said, retreating back to his corner and back into his novel. He was far enough away that their conversation sounded only like whispers and he was able to immerse himself, once again, into the plot of his book.

He wasn't sure how much time had passed since he buried his nose back into his book but when he looked up again, the blonde and her date were still seated at the bar. He was speaking enthusiastically about something and blondie looked bored to bits. He stared at her for a moment, finally taking a second to really drink her in. Her blonde hair was exquisite. Prettier than any other shade of blonde he had ever seen. Her bone structure was sharp and angled. And her eyes, they were a shade somewhere between blue and green that he couldn't quite pinpoint. And he supposed that when she wasn't sporting a scowl, she could be quite beautiful. Though that was purely speculation as he had only ever witnessed her scowling. His eyes were still on her when her head whipped up and their eyes met.

His brain was telling him to look down, look away, but his eyes refused to cooperate. They stayed locked on hers. She was looking back at him just as strongly. He leaned forward, never taking his eyes off her. It was only a few moments later, when the bell on the door jingled for a second time that afternoon, that their eye contact did break (with a blush creeping up on blondies cheeks). Killian looked up once again at the door and saw his best friend, Neal, entering. He put his novel down once again and stood, approaching the bar. Neal was out of breath. His hand was poised in the center of his chest, as if he were trying to manually calm his heart rate. His eyes were frantically looking around the shop. He turned his head to look over his shoulder. "Hey Jonesie. Mind if duck back into the kitchen?" He asked, his breathing still shallow and uneven. Killian grinned and gestured to the back room.

"All yours." He responded. Neal grinned, hopping over the counter. He clapped Killian on the shoulder on his way back into the kitchen.

"Thanks mate." Neal turned around to face Killian once more before ducking out of sight. "If anyone comes asking for me, don't tell 'em you seen me alright?" Killian nodded, waving him off. It wasn't the first time this had happened and Killian was certain it wouldn't be the last. He chanced a look at the front door, staring through the clear glass to see if he could spot anybody coming. Nobody. With a small smile teasing at his lips, he turned his attention back to the couple sitting at his bar. He noticed that their glasses were empty. He paused in front of them, resting his hands on the top of the bar.

"Anything else I can get for you?" He asked, his fingers inching toward the bases of the glasses. The blonde shook her head. Beefcake titled his head.

"You got a bathroom?" He asked, in a low, gruff sounding voice. Killian nodded, pointing the back left where a large sign reading "restroom" read. The beefy guy turned back to the blonde. "I'll be right back, darling." She nodded dismissively. She was still staring down at her empty glass, playing with the straw. She looked up and quirked an eyebrow at Killian.

"You're staring. It's weird." He furrowed his eyebrows.

"You're playing with your straw. It's weird." He mimicked. She scrunched her nose up in displeasure.

"You're rather rude. Do you always treat new customers like this?" She asked, finally leaving the straw alone and pushing the empty glass toward Killian. He took it, and her dates as well, and deposited them in the sink. He chanced a look at Neal, who was crouched next to the refrigerator. He was digging dirt out of his fingernails. Killian rolled his eyes.

"Aye, Cassidy, don't leave dirt all over my floors." He yelled toward his friend. Neal shot him an obscene finger gesture in response. Killian shook his head amusedly. He was ready to turn back to his conversation with the blonde when the door opened and a police officer strolled in. His eyes swept the perimeter of the shop. He had his thumbs hooked around his belt loops and he was loudly chewing his gum. He gestured toward Killian with his a cock of his head.

"Jones, you seen Cassidy?" Killian shrugged, putting on his most innocent looking smile.

"No sir. Not since last night. Why? Gotten himself into a spot of trouble, has he?" Killian responded, leaning against the counter. The officer grunted.

"Could say that. The Rutherford's came to me, told me their lock was messed with. Said they saw some messy haired loon runnin' away." He replied, a tone a resentment overtaking his words. Killian nodded in sympathy.

"Got you working low level cases this summer, aye?" He asked, chancing a look at the blonde across from him, who was completely enraptured by the exchange. She caught him staring and shot him a small smile, which he returned before his gaze rose again to the Officer.

"Looks that way." He grunted out. Killian only laughed in response. Knowing he wasn't likely to get anything more out of Killian, the officer turned his interrogation toward the blonde. "How about you, blondie? Seen any raggedy lookin' kid running around in here?" She shook her head.

"No sir, I haven't." She responded with complete sincerity. She stared, wide-eyed at the Officer to her left. Killian had to admit he was impressed. Her small one liner was so believable The Officer kept his eyes on her for a few moments longer before nodding his head.

"Alright. Keep outta trouble, hear me Kid?" He raised his finger pointedly at Killian who nodded earnestly in response.

"Absolutely sir. Cross my heart." The Officer narrowed his eyes at him and kept eye contact a few moments longer before turning and exiting the shop. Killian's eyes flicked down to the girl, who had her mouth open as if she were about to say something, but Killian raised a finger to his lips and shook his head. He stood on his tip toes, looking out the window, and watched as the Officer got into his police car and drove away. Killian let out the breath he hadn't realized he was holding and walked back toward the kitchen. "Alright, Cassidy. Coast is clear." Neal crawled out from his hiding space next to the refrigerator. He stood, wiping the dust that had collected on him off of his knees. He ran a hand through his hair, a grin spreading across his face. He exited the kitchen and stopped next to Killian, who was staring at him bemusedly, a grin dancing on his lips.

"Don't look at me like that buddy. They were askin' for it! Left their back door wide open. Not my fault they're careless." Neal said as an answer to the question Killian had yet to ask. Killian just shrugged his shoulders, holding his hands up in a show of innocence.

"Not questioning you. Get anything?" He inquired. Neal shook his head.

"Nah. Heard 'em coming back before I had a chance to get to the sitting room." Neal responded, his nose scrunching at the term 'sitting room'. Killian knocked him on the shoulder, grinning. The blonde, who was still waiting for her date at the bar, made a small noise, as if she was going to say something but the words got caught in the back of her throat. Both Neal and Killian directed their gaze back toward her, but she had turned her eyes downward, looking down at her lap. When Killian turned back to Neal, he was still staring at the blonde.

"Who's the dime over there, Jonesie?" Neal asked, his eyes brightening. Killian shrugged.

"Dunno. Came in here with some beefcake about an hour ago. Impatient lass, that one." He responded bitterly. Neal was suddenly entranced. It was as if the reason he was there no longer existed. He took a step forward, as if he were going to approach her, but at that same moment, her date emerged from the bathroom, stopping next to her. He offered her his arm.

"Ready?" He asked her in the same gruff tone he had been using all afternoon. Killian didn't like it. He sounded rough, angry. As if he were liable to snap at any moment and yell. Killian narrowed his eyes as he watched their exchange. Blondie (he really ought to get her name) stared up at her date with the same determined look Killian had seen in her eyes the whole afternoon. It stirred something in his gut. He had never seen a look so harsh on a girl before. He liked it. She had spirit. He liked that. Most girls around these parts were…demure. Pure and preoccupied with the idea of getting a husband. That didn't appeal to Killian. He wasn't in the market for a wife, not yet. He just wanted to have fun but these days, fun meant a date to the sock hop followed by getting down on one knee and putting a rock on her finger.

Both Neal and Killian had their eyes glued to the scene beginning to unfold in front of them. The blondes eyes narrowed and she looked her date up and down, starting from his forehead, down all the way to his toes, and back up again. Killian couldn't place the look in her eyes. It was somewhere between disgust and determination. She furrowed her eyebrows, looking at him decisively.

"I think I'll take myself home. Thanks for the milkshake." She responded slowly, straightening her back in a show of defiance. Killian smiled to himself, inwardly cheering her on. He looked to his left, toward Neal, who was still completely enraptured. His eyes were locked on the blonde girl. He hadn't taken them off of her since he came out of the kitchen. She hadn't noticed him, not as far as Killian could see, but Neal had very much noticed her. The prolonged gaze gave Killian a feeling deep in his gut that this girl, this intriguing blonde, was not going to be out of their lives after she left the shop.

The brute was still standing next to the sitting girl. He was looking down at her dumbfounded, as if her rejecting him was out of the realm of normal possibility. She staring right back at him, as if daring him to try and take her anyway. "You….can go." She said dismissively. He only stared. Killian noticed his fist clenching at his side.

"I don't think so. You're coming with me. I have you for the rest of the afternoon." He damn near commanded. He raised his clenched fist, unclenching it only to grab the blondes arm. Immediately, Killian jolted forward. He was ready to intervene but not even a moment later, the blonde took her foot and stomped it down on the giant in front of her. He winced in pain and his hand came flying off her arm. She grimaced, rubbing her arm where finger shaped red welts were beginning to appear against her pale skin. Killian decided it was time to get rid of him for good. He walked over to the side of the bar where the pair was and rested a hand on the guys shoulder.

"I think it would be in your best interests to leave, mate. Before the lady sticks her heel somewhere other than your foot." Killian suggested. The brute turned his harsh glare onto Killian who met it with a simple eyebrow raise. This was his shop and you didn't mistreat women in his shop. It wasn't what gentleman did. Their staredown lasted a few more moments before Killian's opponent looked away.

"Fine." He spat, finally moving away from the girl and Killian's bar. He looked his date up and down one final time, wrinkling his nose in disgust. "You're not worth it anyway." He petulantly threw the words at her before storming off. All the girl did in response was snort and wiggle her fingers at his back. She turned back toward the bar, and Killian. Any trace of a smile from a moment before was gone and her glare was steely.

"I was handling that." She told Killian coldly. Killian laughed, taking the rag from his pocket and throwing at down on the bar, beginning to clean the tabletop.

"I know. So will his toes in about an hour, I'm sure." Killian responded. She kept up the cold stare for another moment before the tension released itself from her shoulders.

"He was a knob." She conceded, using the insult as a bit of an icebreaker. Killian couldn't help but nod his head in agreement, a grin teasing at his mouth.

"I daresay I'll have to agree." He responded, smiling up at her. Their eyes met for a second time that afternoon. Their gazes locked and Killian could swear he could see every shade of green known to man reflected in her eyes. They were bright. Brighter up close than he imagined they were from his initial far away observation. She wore glasses. The thin black frames only accentuated the color and shape of her eyes. Killian was caught. He couldn't take his eyes off of her, though his brain was willing him to look down and as far away from her eyes as he could. But she wasn't looking away either and that made him feel less strange.

"You're staring again." She whispered without breaking their eye contact. Their moment was broken though when Neal came running up from behind, laying a hand on Killian's shoulder. Killian jumped, a flush spreading across his cheeks.

"My boy, the hero, eh?" Neal broke in, glancing sidelong at Killian, who now had his eyes trained determinedly on the rag sitting on the counter. He shook his head, raising his eyes to his friend but gesturing to the girl.

"It was all her. She took care of the ogre." He pointed out with a small grin. The blonde just smiled. Neal turned all of his attentions back to her. He put his elbows on Killian's freshly cleaned bar and leaned in toward her. He raised both of his eyebrows at her, impressed.

"A lady who can fight her own battles. I like it." He complimented, flirtation written all over his tone. Killian felt his shoulders tense. The girl had a blush covering almost the entirety of her face. She looked up at Neal through her eyelashes, most traces of the tough girl Killian had experienced thoroughly gone. "Does the lady have a name?" Neal kept on, leaning in just a little more. She nodded.

"Emma. Emma Swan." She responded. Emma. Killian churned the name around in his head. It was simple but good lord above, it was lovely. It fit her perfectly. He found his eyes locked on her again but this time his look was not returned. Her gaze was locked on Neal.

"Emma. What a beautiful name." Neal responded, completely overselling it in Killian's opinion. "I'm Neal Cassidy." He introduced himself and then gestured toward Killian with his thumb. "And this here is my best mate, Killian Jones." Killian gave her a small smile in place of his own introduction. All of the sudden he felt like he was intruding. That this moment belonged to Emma and Neal and he was an unwanted observer. He picked up his rag, tucking it back into his pocket. He cleared his throat, bringing the flirting pairs attention back to him. He looked to Neal.

"I'm going in the back, do a bit of inventory. I'll see you tonight at Liam's place, yeah?" Killian asked, raising his eyebrows. He had already done inventory earlier in the week but honestly, he didn't want to be involved in the interaction between Neal and Emma anymore. Neal nodded but quickly turned his attention back to Emma. Killian gave her a small smile. "Lovely to meet you Emma, despite the circumstances." He said as a goodbye. She smiled back at him.

"You as well." She responded. She looked as though she wanted to continue, say something more, but Neal soon recaptured her attention with a joke that caused her to laugh loudly. Killian made his way back into the store room and attempted to push the girl from his mind as she was now out of his sight.

That proved to be extraordinarily difficult. Especially when Neal busted through the door of Liam's apartment with an awfully familiar blonde on his arm.

Emma.

Thanks for reading! This AU has taken over my brain just a smidgen. It is very, very, very loosely based on some plot points of The Notebook. This fic is going to be slow burn. The endgame is Captain Swan, but there will be quite a bit of Emma/Neal, only for the sake of the plot. I really hope you enjoyed the first chapter! I'm looking at this fic to be a long one, complete with a sequel, so this is only the beginning! Please leave a review if you enjoyed. If you have any questions, you can find me on tumblr. I'm .com there!