WARNING! What you are about to read is pure smut. If pure smut is disagreeable to you, please click the back button and return to your safer reading options. Thank you.

General Summary: What if there were more uses for Pan's pipes than acquiring lost boys?

This will be a two-parter based on this idea that I just can't get out of my head. I'm going to be continuing the other OUAT fanfic I have going on (don't worry!), but I just had to add in this one as well. Like I said in previous warning paragraph, this is a smut two-shot, pretty much no significance or tie-in at all to the main plot of the show. Enjoy!

A strange, heavy melody drifted through the trees of Neverland like a fog after a storm. It echoed in the night air, seeming to stir the very roots from their depths in the earth. It was finally ready. Pan's lips moved away from his pipes, and the music stopped. Neverland was still once more.

This was perfect. Pan had been trying to come up with a suitable punishment for his dear Captain after he disobeyed Pan's orders. And while Pan enjoyed most punishments he carried out, this one in particular he knew would be quite pleasing. Not only would Hook be put back in his place, but he would get to play with his pretty new toy – Emma.

Pan had really enjoyed the past couple hundred years in Neverland. Every time he travelled to other lands, he aged slightly. Now he was right about the cusp of eighteen, and in the past couple centuries, he had truly had an… awakening of sorts. Pan the boy had never experienced or even thought of the dirty things Pan the young mad had. Yes, Pan had definitely enjoyed himself. And now that he had found another use for his pipes other than acquiring lost boys…

He knew what little trick Emma and her pals had pulled to alert Henry of their presence in Neverland. Pan had told Emma that magic was cheating and wouldn't be tolerated, but she just didn't listen. Now he would show her the price that came with her magic.

"This is going to be fun," Pan whispered with a smirk. "Don't you agree?"

Pan glanced down at his captive, raising his brows as he waited for an answer. Hook was tied to the trunk of a tree at Pan's feet, a gag tied around his mouth. Pan just grinned at Hook's silent glare, and knelt down in front of him, tapping him teasingly on the nose. "I'm not used to you being this agreeable, Captain. Quite a nice change."

Rustling could be heard nearby, and Pan glanced behind him. "Looks like it's show time. And aren't you lucky, Captain," He turned back to look at Hook, his eyes glinting mischievously, "you get a front row seat."

With that, Pan disappeared from Hook's sight, climbing up into a tree on the edge of a small clearing. Hook couldn't be seen from the forest floor, but Pan knew that Hook would see everything that took place – just as Pan had planned. He pulled out his pipes from his belt, raising them just under his lips, and waited for that flash of blonde to appear.

Emma dropped another handful of berries into her bag, careful to avoid the blue ones, as Pan had warned her a few nights before. God that kid was obnoxious. He kept showing up with no warning, bringing with him more games, riddles, and headaches. As determined as she was to find Henry, Pan seemed just as determined to make the journey as difficult as humanly possible. At least Henry now knew she was in Neverland. That thought brought a smile to her face, and she continued collecting the ripe berries surrounding her.

As she drew closer to a clearing up ahead, she paused in her gathering, looking up from the berry bushes. She thought she heard something…

Emma frowned, tilting her head slightly to put her ear more towards the direction she thought she heard the sound. Sure enough, she heard it again. It sounded like music. Soft, echoing notes were coming from somewhere ahead of her. Where was that coming from? She slowly set her bag down to the ground, and started walking towards the music.

She felt almost like she was being pulled to it. As she walked towards it, it never grew louder in volume… but it became clearer. She started feeling a bit warm – Emma could feel heat rising to her cheeks and her chest. But even with the sudden change in her body temperature, goosebumps began to prick up along her arms. A slight wind picked up, tousling her blonde tresses around her neck, and Emma shivered, her skin suddenly feeling extra sensitive.

She could feel the fabric of her clothing sliding across her skin, pulling at her hips and her thighs as she walked. The music drifted over her, and it was almost like she was absorbing it. But that didn't make any sense… Emma was getting closer and closer to the clearing ahead. And the closer she got, the stranger she felt.

Her clothing began to feel constrictive. She was getting too hot. Was she sweating? Emma was hyperaware of any brush of a tree leaf, her hair against her skin, and her sword's sheath and strap against her back and chest. Things she didn't normally notice suddenly were the only things she could think about. Any sensation was multiplied tenfold.

The melody was still going, still flowing through her. Her body was pulsing with every new note. As she reached the clearing, she finally realized what it was she was feeling. Emma's sword strap shifted and brushed against the center of her breast, and she gasped, a shock of pleasure jolting through her straight to her core. She was extremely, extremely turned on.

Images of naughty things flashed through her mind, and she put her hand on a tree to steady herself, her eyebrows furrowing in confusion. "What the hell is going on?" She questioned aloud, her body tingling and aching and hot all at once.

The last note of the music drifted to her, and Emma stayed still, her hand on the tree. She didn't want to move. If she moved, she'd feel everything moving on her and against her and she wasn't sure she could handle it. She was freaking out a bit. What was happening to her?

"How're you feeling, lost girl?"

Emma jerked in surprise seeing Pan leaning against a tree across from her, and groaned as her sword strap once again shifted and pressed against her breast. She noticed the sly grin on his face, and Emma glowered at him. "What did you do?" she said between gritted teeth.

"Oh, I was just practicing this new song I wrote last night. Did you like it? It certainly looks like you did." Pan's eyes slid down her form, his smirk growing wider as he took in her state. "Emma, you're looking a bit flushed. Are you quite alright?"

A brief thought of Pan on the ground, naked, with Emma riding him raced through her head and Emma shook her head, goosebumps racing across the back of her neck as her hair swept across it. She had never thought of Pan this way before. "Undo it. Undo it, Pan," she ordered, struggling to keep herself under control. She wanted to rub her thighs together to create some sort of friction down there, but she forced her legs to remain where they were. She would not give in – and she would not do anything like that in front of Pan.

"Can't, I'm afraid." Pan said, not sounding the least bit sorry. He pushed himself away from the tree and started towards Emma. "Only you can pull yourself out of your… predicament."

"How?" Emma hissed, knowing she wouldn't like the answer.

"Why, by satisfying your urges, of course. The longer you wait, the stronger it will get. And I'm here to help you. Purely out of the kindness of my heart." Pan touched his hand over his heart, and bowed mockingly.

Emma quickly jerked her sword out of its sheath and pointed it at Pan, biting her lip as her stance shifted and her pants pressed against her. "Find some other way to undo it, Pan, or I will slice you to pieces."

Pan just laughed, spreading his arms out wide in invitation. "Go ahead and try. But if you kill me, you won't find Henry, and you'll never leave Neverland." Pan let his arms drop as he saw Emma's sword start to fall. "I don't think you really thought that one through, lost girl."

"Why are you doing this?" Emma questioned, trying to stall what was looking more and more like the inevitable.

"Oh, Emma. You know why. You broke the rules." Pan took two steps closer. He was close enough that he could touch her now, if he chose to. An angry look crossed his eyes for a moment. "Again."

He knew about the mirror. Damn. "I don't know what you're-" Emma was cut off by Pan's finger pressing against her lips. The area of her lips where his finger touched began to tingle slightly.

"Shhh." Pan brushed some of her hair from her face, and Emma gritted her teeth together, forcing herself to remain still. Every touch to her, whether by her sword strap, clothing, or Pan, was driving her crazy. And so far it was just the barest of brushes against her skin. "It was clever, Emma - the magic trick with the mirror. But now you've delayed some of my plans for Henry. And I told you before… no magic."

Pan pushed her arm with the sword out of the way and pressed her flush against the tree, one hand against the trunk next to her head, the other still by her lips. Emma's whole body was singing in response to Pan being so close. She was aching to be touched – to be satisfied. His thumb traced the outline of her lower lip slowly, his expression showing that he was clearly enjoying the effect his music and his nearness was having on Emma.

"So, this is your price. All magic has a price, Emma. You know that. Lucky for you, I'm giving you an enjoyable alternative to some other less pleasant options."

"You're just a kid," Emma choked out, her cheeks flushed and her breath shallow. "This makes no sense." And yet she couldn't stop picturing the two of them going at it on the forest floor.

"I'm older than you." Pan's hand moved from Emma's lips to her neck. He began tracing circles near her shoulder and then along her collarbone. "But in appearance, I am around eighteen. Don't worry, Emma. I'm more than man enough for you. And I've had plenty of time to learn all I need to know."

He pressed his leg in between Emma's, pushing his knee upwards against her. Emma gasped and found herself grinding down against him before she could stop herself. She bit the inside of her cheek to make herself focus and slammed her fist into Pan's cheek, happy when he stumbled backwards. "Stay away," she ordered, gripping her sword tightly.

Pan spat some blood out onto the ground and chuckled, wiping his lips with the back of his hand. "I have always liked your spirit. But trust me, lost girl. Soon enough, you'll be begging for it."

Emma panted, glaring at Pan, hoping she could keep herself under control. She was on fire. Her clothes were too tight. She was itching to touch herself, to press between her legs and satisfy the ache and the tension that was engulfing her body. She wanted to shove Pan down and bury him inside of her until she utterly fell apart.

The way things were going, Emma figured she had two choices. Either she could wait as long as she possibly could, eventually succumbing to this mind control Pan had implemented… or she could try and get it over with, doing this on her own terms. She had always been a fighter. She didn't want to be the victim in this situation. If this was going to happen anyway…

Emma dropped her sword, pulled her sheath and strap off and threw it to the side. Taking one step forward, she grabbed Pan, shoved him into the trunk of a tree behind him and slammed her lips against his. Pan may have started this, but she was going to finish it.

Hook struggled against the ropes holding him captive, wriggling and jerking in his binds trying somehow to loosen them. But they stayed strong, and he stayed stuck.

That little shit, Pan. He obviously knew about the kiss Hook and Emma shared, and about Hook's growing feelings for her. He was throwing this in Hook's face – violating the only woman he'd been interested in since…

And even worse, Emma was enjoying herself. Hook knew that it was because of Pan's tricks, but that didn't make it easier watching the two of them through the trees. When Emma kissed Pan, Hook jerked and thrashed against his ropes, trying as hard as he could to break free. Emma had kissed him like that only days ago. To see her locking lips with one of Hook's greatest enemies was making his blood boil.

Oh, when he got free, he was going to get Pan back for this. Pan was not going to get away with his games this time.

There we have it! End of part one. Like I said – smut. Hope you enjoyed, and see you in part two!

Also if you like the Pan/Emma pairing, make sure you check out my other story, Savior No More! It'll be a lot longer than this one, and it'll have some delicious bits too. Promise!

Review, loves, and maybe I'll get it to you sooner. ;)