Slight AU with some minor spoilers for 3x11 "Going Home." At the very beginning of episode 3x11, Hook went back to Gold's shop with Emma and the gang instead of to the convent with Charming, Tink, and Neil.

Hook refused to set foot in that man's shop. He might have put his revenge aside for the time being, but that didn't mean he was going to sit in the crocodile's den and wait for the others to return with the black fairy's wand. So when Emma and the others followed Gold inside, Hook chose to remain on the sidewalk out front, muttering some excuse about keeping an eye out for danger.

The minutes passed like hours. He tried to entertain himself by imagining various ways that he could use his hook to vanquish Rumplestiltskin, but even his revenge fantasies were getting boring. Mentally kicking himself for not going with Charming to the damned convent, he was just about to swallow his pride and enter the shop when the door swung open.

Swan nearly barreled into him, but she managed to stop herself just before they collided. Pity. It took him a second to notice her agitated state. She clenched her teeth and glared at him, breathing hard. Hook arched an eyebrow, waiting for her to say something.

"So, banging a fairy. That's your big plan?" Emma blurted out.

He couldn't hide the smirk that crept over his lips. The stunt with Tinkerbelle earlier had obviously hit its mark.

"Lovely to see you too, darling," he drawled.

Emma narrowed her eyes at him.

"You're pathetic," she hissed.

"So, we're just skipping pleasantries altogether then, I see," he replied, leaning back against the shop window.

"You're one to talk, Mr. Manners," she retorted.

"Have I done something to offend you, love?" He kept his voice light and unconcerned.

"No, but you sure as hell tried," Emma replied.

Hook sighed and crossed his arms over his chest.

"I find conversations so much more useful when the two parties involved just say what they mean instead of dancing around it," he said.

Emma placed her hands on her hips.

"You and Tinkerbell," she gritted out.

Hooks eyes lit up. He didn't bother to hide his grin when he replied.

"Aye. What about us, lass?"

"Don't play dumb. We both know exactly what you were trying to do," Emma sneered.

He arched that damn eyebrow again, and his grin grew wider.

"Trying or succeeding?" he asked.

"I'm not jealous," she scoffed.

Hook tilted his head to the side and smirked once more.

"Oh, no. Perish the thought. You've sought me out in the middle of impending doom to berate me about a dalliance with another woman because of how not jealous you are."

He expected her to shove him back into the glass window, or lock him in a cell again, or punch him to wipe the smirk off his face. He did not, however, expect her to laugh. It was a short, tired, harsh sounding laugh.

"I can't believe I was stupid enough to fall for your act," she muttered.

"What act?" he demanded, standing up a little straighter.

"Your whole spiel about good form. 'When I win your heart, Emma, it will not be because of any trickery. It will be because you want me.'"

He would have called her on the extremely insulting British accent that she had just attempted if it didn't surprise him so much.

"I find it interesting that you memorized my words, love. I didn't realize they meant so much to you," he said.

"Yeah, well I didn't realize they meant so little to you," she spat.

He pushed off the shop window and stalked towards her, his anger momentarily getting the best of him.

"I did the honorable thing. I told Baelfire that I would back off, give him a chance to win you back and form a family without me interfering," he seethed.

Emma smiled again, but it was a mocking expression. She shook her head as she spoke.

"And then you crawled into a bottle of rum and dangled Tinker-bait in front of me."

Her words brought him up short. He stopped dead a few inches from her and struggled to come up with a response.

"I—"

"Is that your idea of good form?" she demanded. "Is that supposed to make me want you? Because all it does is make me sure that I don't want anything to do with you."

She took a step back and fixed him with her sternest frown. Hook glared back through narrowed eyes, trying to ignore the sting of her words.

"And yet, here you are," he pointed out.

Emma nodded curtly.

"Yeah, and now I'm leaving."

As she turned to reenter the shop, her blonde hair whipping around her shoulders, everything suddenly became clear to Hook.

"You're disappointed in me," he said, awed.

She paused, her fingers hovering above the door handle. She turned back to him and shrugged.

"You're a disappointing person, Hook."

She was trying too hard to look nonchalant. It was a defense mechanism that he had perfected. She wouldn't have stormed outside to scold him if she didn't care.

"No, that's not it. You wanted me to win your heart honorably," he pressed.

He took two slow steps in her direction. She frowned and inched back.

"Don't be ridiculous."

He was certain that she meant for her words to sound firm, but they were barely above a whisper. He continued taking slow steps forward as he spoke. She couldn't hide the flash of panic in her gaze as he lowered his face so that he was staring her directly in the eyes.

"You want to believe that I'm more than just a pirate. That I have a code. That I deserve you."

"That's the rum talking," she said.

She couldn't hide the flutter in her voice. Her eyes darted down to his lips for a split second, but he caught it. Then, without warning, he drew back, leaving her pressed against the shop door. She let out a shaky breath and he smiled.

"You're right, princess. You deserve better."

In an instant, the glare was back on her face.

"Don't call me that. I'm not a princess. I'm—"

"The savior? Oh, yes. Much less intimidating," he interjected.

When she said nothing in response, he decided to come clean.

"Tinkerbell rebuffed me, by the way. Nothing happened."

She rolled her eyes.

"I don't care."

He smiled, knowing better.

"I think you do."

"Think what you want. I have a curse to stop," she said, straightening up. Before she could reach for the door handle again, Hook called her name.

"Emma," he breathed. He waited until she reluctantly met his gaze before continuing. "I can do better. I will do better," he said.

She shook her head very slightly.

"I told you this isn't a competition," she murmured.

He nodded.

"I know that. And I won't be resorting to cheap tricks or rivalry anymore. I will earn your love."

"I've heard that one before," Emma said, eyebrows raised.

He smiled softly at that.

"I guess I'll just have to prove it," he said.

For a moment, she just stared at him. Then she pulled the door open, making the bells above it chime. Hook was positive that she was going to leave him standing there without a reply, but at the last second, she turned back to him. She wasn't smiling, but she wasn't frowning either.

"That'd be a start," she said.

Hook smiled as he watched her disappear back into the shop.

A/N: Did you know that every time you leave a review, a fairy gets its wings? And every time you don't, Pan rips a fairy's shadow off? It's true, according to leading science journals*

*that I wrote on the back of a napkin when I was drunk.