A/N: I couldn't help that this turned into a monster of a fic. I'm never one for keeping things short. Get ready to cry along with me (because I sobbed while writing this). I changed up some things to fit Killian and Emma better but it still runs the same story. If you've seen the movie or read the book, then you should know what's coming.


Killian scuffled his feet along the cracked pathway outside Storybrooke High, brightly colored leaves flying uncontrollably with each step as he almost tripped over his beat-up sneakers. He gave a short puff in the autumn breeze, rolling his flannel plaid sleeves up in frustration. The light buzz still hung close to him from the previous night's activities – getting insanely wasted and caught by the authority. And now, to top it all off, he was being forced to attend tutoring, per older brother's orders ("Killian, you just can't waste your life away. There's more to life than beer and parties" he vaguely recalled the heinous lecture from Liam the night before).

So now here he was: entering the empty English classroom after hours, waiting for some insanely unpopular nerd to come instruct him on literature. (Only another strike against him – it was bad for his image to be seen fraternizing with the low-life losers of the school). Plopping down in the chair, he threw his nearly empty book bag on the floor, propping his feet up in the nearby desk – if he was going to wait, he might as well get comfortable.

It was only a moment later though that sound of the door opening seemed to echo into the silent room, it quietly clicking shut behind the person with a soft shuffle of feet. Killian could hear the person already huff in annoyance before they finally came into view.

He smirked as he saw the timid girl, blonde locks pulled to the side in a tight criss-cross braid, her black glasses framing her face and emerald eyes as she bit her lip nervously – her drab wardrobe didn't do her any favors either.

"You?"

The hint of annoyance and surprise in her voice came as a bit of a shock to Killian. He wasn't used to being so openly…criticized. Scowling he uncrossed his arms and sat up straighter (and maybe he puffed out his chest a bit in defiance too – he was a man after all).

"Is there a problem with that, darling?" The cool words easily clicked off his tongue as grit his teeth afterwards, his chiseled jaw set tight.

"No," her eyes downcast as she avoided his gaze, chewing on the inside of her cheek under his scrutiny. "Let's just get started."

Emma slowly began to pull the literature books out of her bag. She could feel his hard gaze set on her (mostly from annoyance, she was sure). But Emma knew that if this was going to work, unfortunately, she had to start things on the right foot. "My name is-"

"Emma," he quickly interrupted, that stupid smirk that she had seen so often set firmly on his face – like he was actually proud that he had gotten a correct answer (what a complete and total idiot). "Emma Nolan," Killian clarified, leaning forward in his desk as he glanced up at her.

"Yeah." Emma blinked her eyes at him, mostly in confusion. Scrunching her brows together and crossing her arms around her chest, she softly inquired, "How did you know that?"

"Emma, we've been going to this school together since kindergarten. You're on the yearbook staff, president of the astronomy club, and you work after hours at the school library for extra credit that you really don't need. See, I know who you are."

Emma stared at him for a second, studying his features (his utterly handsome face and ridiculously offensive smirk). Already fed up with his charades, Emma slammed the book down on the desk, causing Killian to jump in surprise. She leaned down closer to him, her faces just inches from his. "Fine, you've made your point. But if we're going to do this tutoring thing you have to promise me one thing."

"And what would that be?"

"You have to promise not to fall in love with me." The bitter words came tumbling out of her mouth before she even had a chance to turn them over in her mind.

Killian gave a chuckle, shaking his head in disbelief as he grabbed one of the books off the desk and absentmindedly flipped through it, leaning back comfortably in his chair. "Don't worry, darling. There's no chance of that happening."


Killian groaned into the literature book, his face planted firmly against the text as the smell of print and newness filled his nose. They had been working on his understanding on the required book for over two weeks now – with little progress to show for it. Every day after school, he and Emma met in the classroom for two hours of tutoring lessons, which mostly consisted of Killian complaining and Emma becoming increasingly frustrated at him.

The sound of her chair scrapping across the floor filled the room, causing Killian to peek his eyes open in curiosity at the blonde. "I'm going to the restroom. Finish reading the rest of the chapter. I'll be back in a minute."

Hearing the door click shut behind her, Killian leaned back in a stretch, holding his arms high above his head, thankful for the quick break. During their time together, Killian had learned that he and Emma didn't exactly see eye to eye. He was popular, she kept to herself – which caused the inevitable friction between the two. The thick tension in the room could be cut with a knife and it wasn't something that he looked forward to enduring every weekday.

With a sigh, Killian began shuffling through her books. Perhaps if he finished the assignment he might actually have a chance of skipping out early. After a few minutes of thumbing through the books, he noticed a sheet of paper sticking out of her book bag. Eyeing the door that had just closed behind her, Killian plucked the page between his fingers, bringing the stationary closer to see. His eyes gazed across her handwriting – almost calligraphy like – in wonder.

16. Go horseback riding.

15. Receive a birthday present from a friend.

14. Learn to sail.

The list continued – from twenty-five to two. Killian took note of the error and scrunched his face in uncertainty, flicking his tongue across his lips in concentration. What kind of list had everything listed but number one?

"What are you doing?"

The sharp voice from behind him startled Killian, causing him to jump, clutching the slightly crumpled paper shakily behind his back as he faced her.

"Um…nothing, lass," he replied, scratching behind his ear with the hand not hiding her paper, his flushed cheeks turning red. Killian felt his heart thumping wildly inside his chest. Sure he might not have been thrilled to be spending so much time with someone as simple as Emma, but Killian couldn't help but be curious about her secret (and a little embarrassed that he had gotten caught).

"Were you going through my stuff?" she questioned, moving closer to him and reaching behind to snatch the paper from his hands, pressing her lips tightly together in a thin line.

"I was…uh, just curious." Not a total lie. He genuinely was curious about her. Even though he had known this girl for the majority of his life, he didn't really know her. Being with her every day only made his curiosity grow to uncomfortable heights. Surely there was something interesting about her life.

Emma huffed in frustration as she turned her back to him, gently placing the paper back into her bag – like it was the most precious cargo she owned. Obviously it was something of importance to her. And before he could even catch the words, they came easily sliding off of his tongue in question. "What is it anyway, Swan?"

She stopped, standing up straight from her crouched position, only to place her hands on her hips (the itchy sweater rough beneath her fingertips) and sulk in response – only pausing a second to be perplexed by his intriguing new nickname for her. "If you must know, it's my bucket list."

"Bucket list? As in things you want to do before you die?" he questioned, earning a quick nod from her. Killian eyed her in uncertainty before pressing on. "We're only seniors in high school. Aren't you a little too young to have one?"

Her body froze in place; she could feel his inquisitive eyes on her as she nervously bit her lip. Killian could practically see the wheels turning over in her mind before she whispered with a shrug, "It's never too early to start."

Killian studied her, watching the blonde swing the book bag over her shoulder, easily indicating that their study session was clearly over. Emma gave him a short nod goodbye before heading towards the door. Her hand was placed on the golden knob before he quickly asked her one last question. "So what's number one?"

Internally, Emma smiled, before looking back over her shoulder at Killian, replying with a wink. "I'd tell you, but then I'd have to kill you."


Two more weeks went by in the blink of an eye. Not only was Killian's knowledge in literature growing, but so were his affections towards Emma. He couldn't help but stare at her whenever she was near (and he mentally kicked himself for never noticing her before). The way she pulled her bottom lip between her teeth as she scanned the text, the standard braid of golden curls tucked against her porcelain like face, the emerald eyes he only caught a glimpse of whenever she would occasionally remove her glasses.

The mystery surrounding her only drew him closer – What was she hiding? Why did she decide to become an outcast? Why was she so different from other girls? (And a good different, Killian reminded himself often. Most other girls openly threw themselves at him – he was the most popular guy on campus after all – but not Emma Nolan. She scoffed in his face and turned her back to him, leaving nothing but a pile of mush and confusion in her wake, like an unstoppable hurricane).

So now that brought him here: standing outside her door, package in hand, trying his best to gain the courage to knock on her door. Wiping his sweaty palms on his jeans, he cleared his throat and knocked three short times.

It wasn't long before the door swung open, only to reveal Emma's father instead. He stood taller than Killian, blonde locks to match his daughters. The tan uniform was stiff, his badge shiny (and Killian quickly took note of the gun on his side, placed firmly in it's holster).

"May I help you?" the man inquired towards Killian, a look of bewilderment on his face.

"Sherriff Nolan," Killian addressed the man, straightening his back and standing up taller in the process. "I was wondering if Emma was home."

"It depends," he responded shortly, the tone of his voice firm and overprotective.

"My name is Killian Jones. Emma has been tutoring me in literature for about a month now. And if I remember correctly, today is her birthday. I have a present for her."

David Nolan opened his mouth to respond when he felt Emma at his side, placing her arm comfortingly on her father's arm. "Daddy, it's okay. Killian is a friend."

Looking between the two with curiosity, David finally deflated with a sigh, shaking his head and mumbling incoherently as he begrudgingly left the pair alone on her front porch.

Glancing down, Killian shuffled his feet, every nerve on edge just by merely standing in front of her, taking note of her missing glasses (obviously changed for contacts) which proudly displayed her emerald eyes. "Hello, Swan."

"What do you call me that?" she easily asked, pulling her light blue sweater tighter around her thin body, the autumn breeze sending a sharp chill through her bones.

"I'll tell you whenever you let me know number one on your list," he countered, watching the ends of her mouth tip up, ducking her head slightly to avoid his ever-present gaze.

In the process of evading his eyes, she noticed the wrapped box in his hand, motioning towards it. "What is this?"

Holding it out towards her to take, Killian simply explained, "Number 15."

She tilted her head to the side in question, cautiously taking the gift before he continued his explanation.

"Number 15 on your list was receive a birthday present from a friend. So happy birthday."

Emma couldn't hold back the grin that formed on her face as her delicate hands ripped the wrapping off quickly, it falling with a crumple to the floor. After getting to the bottom, she pulled the lid off with a gasp, fingering the red leather jacket that had been placed with care inside. Emma swallowed the lump forming in her throat. No one had ever done anything like this for her before. And lifting the jacket from the box, she tried her best not to become emotional in front of him. "Oh, Killian. It's lovely."

She could tell that he breathed a sigh of relief at her approval. "I thought the red would suit you."

An ache settled beneath her breastbone as she watched his blue eyes light up at her happiness. Hugging the leather against her chest, she gave a content sigh. "I love it. Thank you."

"You're welcome, Emma." The air grew silent between the two as Emma put the jacket back inside the box, Killian growing more nervous by the second until it was finally too much and he built up the courage to quickly ask, the words almost spewing out in a jumble. "Um…one last thing, love."

"Yeah?"

"I was wondering…" he started, scratching along his scruffy jaw with a pause; "…If you would perhaps, um, like to go out with me sometime."

"Like on a date?"

"Uh, yeah. I guess," he answered with a shrug (trying his best to make it seem that this was casual and not a big deal to him – only it was. He had never wanted a date more in his life than in this moment), before hastily adding with a motion of his hands, "Only if you want it to be that is."

Emma remained silent for a minute in thought. (And Killian was worried for a second that she might actually turn him down. There was no denying their electric chemistry, even though they were both from two different worlds). She smiled up at him – he noticed the sadness tucked within – before answering, "I would, but I'm not allowed to date. My dad is a bit overprotective."

Killian felt his heart sink, but it didn't reach bottom just yet. There was still hope. "But if you could, would you?"

Tongue in cheek, the air thickened around them, her simple answer sending a thrill up both their spines. "Yes."

"Okay then," he beamed, stepping forward to playfully tug on her braid. "Goodnight, Swan."

"Goodnight, Killian," Emma whispered, watching Killian walk off her porch and into the dark night ahead. Something had instantly changed between the two and the uncertainty settled uncomfortably within (and Emma desperately hoped that this would end better than it would seem).


"I can't believe you talked my dad into letting me come."

Killian smiled down at the blonde on his arm, her hugging against his side as he walked her down the forest path, the loose rocks bumpy beneath their feet. It was only the day after her birthday that Killian had approached her father, reasoning with him into letting him take Emma out. He thoroughly explained his plans for Emma and the Sherriff agreed with caution.

"I'm an excellent negotiator, love," he chuckled, the laugh vibrating against her, the red leather jacket he had only given her days ago wrapped comfortably around her form. "And I was correct. You do look lovely in red."

Emma turned her head away from him, a soft blush creeping up her pale face. Glancing at her surroundings, the forest tall and bushy and green, she finally became impatient and asked with an exhale, "So where are we going?"

"It's a surprise," he answered, his lips close to her ear as he led her through the woods. An easy stillness enveloped them as they walked further, snuggled against each other before finally reaching an opening. The red of the barn mirrored that of Emma's jacket, the horses sauntering through the pasture towards the pair in curiosity.

Hesitantly watching the huge beast make their way towards them, Emma questioned, "What is this?"

Killian opened the gate for them to enter, the sound of the horses the only noise in the quiet meadow. "Number 16. Horseback riding."

Running her hand along the white wooden fence, Emma stopped, eyes wide at the man in front of her. "Killian, are you serious?"

With a laugh, he mounted the horse, (appropriately name Brownie for the chocolate tone of her body) the saddle rough beneath him, as he hooked his feet into the stirrups, reaching a hand out towards her. "Of course! Now hop on."

Without a second thought to the matter, Emma placed her hand in his, allowing Killian to pull her up onto the horse with ease, settling in comfortably behind him.

Turning his head towards her, Killian's back pressed against her chest, he spoke softly. "Hold on, love. It's going to be a bumpy ride."

The feeling of Emma's arms snaked around his waist sent butterflies soaring in his stomach as he leaned back into her embrace. His heart slammed into his throat at the closeness of her. And for a moment, Killian knew that it was quite possible that he could love this girl.

Encouraging the horse to go, Killian set the pace into a trot, the pair bouncing with every movement. Brownie walked through the field for good half hour, the pair enjoying the wind around them and the feeling of almost flying. Emma settled her chin on Killian's shoulder in front of her, placing a short kiss to the back of his neck. He stiffened at the feeling, hearing a quiet "thank you" escape from her lips as she became lost in the moment, her forehead settling at the juncture of his neck and shoulder.

Finally pulling Brownie to a stop, Killian dismounted, holding his arms out to pull Emma down against him.

"Well?" he questioned, hopeful that the event had been everything she had wished for.

"That was exhilarating. One of the best experiences of my life." The smile that broke out on her face was one that Killian knew he wouldn't mind seeing every day (and he now realized that he would do anything to see it again, that pleasing her could simply become his number one priority).

"Hold that thought, Swan," he replied, his grin reflecting hers, holding the blonde close and leading her back down the path towards his vehicle. "I still have one more surprise up my sleeve."


"You've got to be kidding me. Sailing?"

Her laugher rang through the salty air, the little sailboat in front of them bobbing up and down with the waves. Emma couldn't help but cover her mouth with her hands, bouncing on the balls of her feet with excitement.

"Number 14," he replied, stepping onto the boat and reaching an arm out to steady her as she boarded the vessel. Moving swiftly around the ship, Killian clarified with eloquence, "I grew up on the seas. My father was an expert sailor and I learned the trade from my brother. And now I'd be honored to teach you."

The blissful afternoon spent out in the bay was everything Emma had hoped for, Killian accurately teaching her the terminology of sailing, and by the end of their adventure she was moving about the ship as if she had been doing it her whole life, born with sea legs (or so he had said). "A true sailor," Killian had called her with a laugh as he taught her how to tie a knot, the complicated rope handing limply in his calloused hands.

Emma leaned along the railing, gazing out at the beautiful sunset – the orange hues reflecting onto the once blue water. She sighed, feeling him sneak up next to her, the pair now standing shoulder to shoulder. "Thank you, Killian," she spoke, sincerity drenched in her voice as she turned towards him. "For everything. This was easily the best night of my life."

Killian took a step closer, allowing himself to tuck a stray curl behind her ear (his heart had almost stopped when arrived to pick her up, her usual braid forgone for loose curls, a cascade of blonde beauty). She smiled back at him as their fingers tangled together – and he only hoped that she didn't notice how sweaty his palms were. Taking one last step towards her, Killian closed the distance between them, their bodies only slightly pressed against the other (just enough to set every nerve in his being on fire). "Only one thing could make it better."

"And what would that be?"

His eyes flickered down to her lips before connecting with her emerald eyes once more. "May I kiss you?"

"I…um," she swallowed thickly, giving his hand a squeeze at the feeling of his thumb caressing her smooth skin." I might be bad at it."

"Impossible." And without a second thought, Killian pressed his lips to Emma's, pouring the passion into the embrace as his hand gently cupped her cheek. Knowing he didn't need to press her, Killian finally pulled back, placing one last kiss to her nose. And that's when he knew.

Killian Jones was falling for her.


Over the course of a few weeks, Killian and Emma had come to spending every waking moment together, which usually involved him helping her check off items from her bucket list. They didn't want to put a label on their relationship (per Emma's idea), but Killian didn't mind. Everyone knew that he was hers. And despite the complaints from his friends ("Seriously, dude, you're going out with a nerd?" or "Man, she must be good in bed for you to keep her locked up so tightly."), Killian didn't care. All he wanted was her. And he was never happier than the moments she spent in his arms.

It was a particularly cool fall evening, the couple curled up next to each other on her front porch, the light breeze pushing the swing idly underneath them. The air hummed quietly around them, Emma shifting to lay her head on his shoulder, the arm that was wrapped around her pulling her tighter into his side.

"Emma, I love you."

The words slipped out of his mouth before he had time to catch them. He had never meant to tell her those three little words this early in their relationship, but the all-consuming passion he felt for her could no longer be held in. Killian felt Emma become rigid beside him, her untangling their limbs and sitting up in the swing, holding her head in her shaky hands.

"You promised not to fall in love with me," she whispered into the night, as if she spoke any louder that she might actually break with each word. The warmth that was him had disappeared and she pulled the sweater tighter around her thin frame.

"I couldn't help what my heart decided. It was a promise I'd easily break again for you." Leaning forward, he scooted closer to her, rubbing his shoulder against hers. "Isn't there something you want to say?"

Emma swallowed thickly and blinked her eyes rapidly, trying her best to keep the tears from falling. When she opened her mouth to speak, her voice cracked with every word (her heart – and his – breaking in the process). "Killian, we need to talk."

His heart sunk at her words. Good things never followed those words. "What's wrong, Emma?"

When she didn't immediately respond, Killian placed his finger under her trembling chin, forcing her to look at him (those emerald eyes of her welling up with tears that had already started to stain her flushed cheeks). "Swan. Please talk. You're scaring me, love."

But nothing scared him more than the next words she spoke.

"Killian, I'm dying."

Time seemed to stand still. Killian swore that for that moment his heart actually stopped beating. He opened his mouth and closed it tightly, unsure of what was really happening. "What?"

"I have cancer," she clarified softly, keeping her eyes downcast as she felt Killian's hand slip from her face only to bury his hands in his face, just as she had done mere moments earlier.

"No." His voice was thick and gravely as he challenged her, shaking his head firmly in disbelief.

"It's true. I've had it for the past two years. I've steadily been fighting it but in the past few months it's gotten worse. The radiation treatments aren't helping and they don't think I'll last much longer – "

"No, no, no. NO," Killian interrupted her with a scream, jumping up from the swing to pace the porch. The ground shook with each hard step, his hand running crazily through his dark locks as he tried his best to blink back the hot tears, his throat closing up with each word. "This isn't true, Emma. Nothing is wrong. You're going to be fine, love."

"Killian, please," Emma whispered, grabbing his hand and pulling him close. Sitting up, she pushed him onto the swing, settling herself gently in his lap and burying her tear stricken face into his shoulder.

"It's going to be alright, Swan," he promised, pulling her closer and cradling the back of her head with his hand, allowing themselves to both cry into the tight embrace.


"Why do you call me Swan?"

It hadn't surprised him when the question finally came. It had been three tortuous weeks since she had broken the horrible news to him and honestly, it was a good thing that she had. A week after, Emma took a turn for the worse, fainting during one of their nights together. She had been placed in the hospital on bed rest, just until her condition improved.

Killian hated the hospital. The white sterile walls and the constant beeping of the machines only reminding him of where they were. He snuggled closer into her side on the bed, carefully avoiding all of the tubes that were connected to frail body, before placing a short kiss to the side of her brow and beginning his story.

"Have you ever heard the story of The Ugly Duckling?"

She gave a weak laugh, smiling over at Killian. "Okay, that's a terrible way to start this off."

"Just hang with me, love," he insisted, reaching down to tangle their fingers together and lifting them to place a kiss to each knuckle. "In the beginning of the story, the duck is small and unnoticed. But then at the end, he turns into a beautiful swan. You are my Swan."

Grinning, Emma mustered up enough strength to prop herself up on the hospital bed, the thin gown rubbing against her soft flesh as she leaned up to press a short kiss to his lips, murmuring against them, "I love you, Killian."

Pulling away, Killian placed his fingers through her golden curls, which hung lifelessly beside her slender face. "And I love you, darling."

"You are my number one," Emma confirmed, placing her forehead against his, her breathing become slow and shallow.

"What do you mean?" Killian questioned as he moved to face her, bumping their noses together carefully (every move he made was with caution, doing his best to keep her comfortable, to not hurt her in any way).

"On my list. My number one on my bucket list is to love and be loved in return. All I have wanted since I was a little girl was to have a fairy tale ending. But this isn't fiction. It's life. And in reality there are troubles and roadblocks and cancer and death. Now I know I won't ever have that."

"It's still possible," Killian asserted, her eyes lighting up in question with the slow tilt of her head.

"What?"

"Marry me." He didn't give a second thought to those words as he spoke them with sincerity and excitement.

"Killian…" Emma sharply warned, coughing a little at the wild suggestion. He smoothed his hand over her shoulder, aiding her in any way possible before continuing.

"I'm serious, Emma. I have never loved anyone as much as I love you. I would be forever grateful if you spent the rest of your life with me. I promise to love and cherish you until the end, my darling. And for all eternity to come. You are my everything. Do me the honor of becoming my wife?"

Emma knew that this was what she had always been waiting on. And although she had promised Killian not to fall in love with her, she was thankful for a broken promise. It wasn't just the fact that he had completed her list before she passed from this world. He was her everything. He was worth it all. So, for Emma Nolan, the answer was simple, grin spreading across her colorless face as she answered him with a kiss, the word hung between their lips.

"Yes."


It had been two years since Emma's passing. Killian and Emma were married only a week after his proposal, the simple diamond ring loose on her bony fingers as her father slowly walked her down the aisle. Killian couldn't help the tears of joy that welled up inside him at the sight of his beautiful bride.

They had spent two joyous months together as husband and wife before her cancer grew worse. Killian stayed with her every second, even until the final moment where she drew her last breath inside their home. Their time together may have been small, but Killian knew that nothing in life would ever be able to add up to those times spent with her.

Now, two years later, Killian hurried around the deck of his boat – which he had promptly named The Swan shortly after her death – making sure everything was holding up for the afternoon with his father-in-law.

"How are you holding up, Sherriff Nolan?" Killian questioned as her father boarded the boat, his boots clicking on the surface with each step.

"Killian, I've told you a million times. Call me David," he insisted with a chuckle, patting the young man on his shoulder.

"David," he awkwardly addressed him, swallowing thickly. "Um, how have you been?"

"Day to day, I suppose," the man responded with a shrug of his shoulder, the sun catching the shiny badge on his uniform. "And you?"

A sad smile appeared on Killian's face as he mulled over the answer, setting down one of the ropes he had been messing with to face him. "There's not a day that goes by that I don't miss her, sir."

David placed both of his hands on Killian's shoulder. "Emma's life may have been short, but it was good. And a lot of it is thanks to you, Killian. You were her happy ending."

No matter where he was, Killian always felt her presence, sweet and tender like the ending of a sunset, settling deep into his heart and warming his bones. And Killian knew that David had been right about most of it. But there was one aspect that he had gotten wrong. Killian wasn't just her happy ending, she was his as well.