A/N: This is my first semi-smutty piece, so please be kind! This takes place in a what-if universe where Emma doesn't chain Hook up at the top of the beanstalk. He comes down with her, and they run into some trouble. POV alternated between Hook and Emma, so I'm sorry if that's confusing! Please review if you read!

"You'll find that we could make it down this stalk quicker if you moved a touch faster, love." Hook called from a few feet below her, and Emma stifled the urge to glare at him. Glaring at him would require looking down, and that was something she was definitely not going to do.

"I'm going as fast as I can," she snapped, "Unless you'd like me to fall and break my neck?"

"I'd rather all of you intact, but I fear I have my own selfish reasons for that," he quipped, and Emma rolled her eyes despite the fact that he couldn't see her.

They were both quiet for the next few minutes, allowing Emma to regain her concentration, and she scowled, knowing that he had somehow worked out that she was not comfortable with what they were doing, and that he was giving her a break to try and clear her head. She really hated how well he could read her.

Once they were close to the ground, Emma let out a relieved breath. Hook was on the ground first, holding out his hand for her to take, and she did so without thinking anything of it. Somewhere along the way, she had begun to trust the pirate, although begrudgingly so.

"I thought you told your companions to wait for us?"

Emma looked around with wide eyes. "I did." She shared a worried glance with Hook, whose jaw was clenched tight.

"They probably just went to set up a campsite for the night." She said, more to herself than to him, and his silence let her know that he didn't buy her lie any more than she did.

"There's nothing for it. We'll have to go look for them. If they were smart, they would have headed west. I believe your parents had a summer palace in that direction."

Emma tilted her head curiously as they began walking. "Did you… did you know my parents? Before?" Before the curse, she didn't have to say.

He shook his head, "No. I knew of them, of course. Everyone knew about Snow White and the Evil Queen."

They lapsed into silence once more, and Emma wondered if she had made a mistake in asking him about his past. He could read her like a book, and while she could certainly tell what he was thinking based on his expressions, when he decided to close himself off, he was very good at it.

After being alone for nearly three hundred years, one would think that Emma's soft footfalls would be a comfort to Hook, but he was finding them incredibly distracting. He was still having a hard time wrapping his head around what had happened – or what had nearly happened – on top of the beanstalk. She had almost left him there. The desperation with which he had practically begged her to un-cuff him had not been fabricated, and it made him nervous to think that she already had such a hold over him.

No, no. She didn't have any kind of hold over him. She intrigued him, yes. He found himself wanting to know more about her, sure, but it was only because he was practically starved for any kind of interaction other than with Cora. At least that's what he kept telling himself.

Now, as they trudged through the forest towards what he hoped was her parents' palace, he found himself calculating every detail about her. The way she carried herself – so full of confidence and determination, even though he was quite sure she had no idea where she was going – he admired her, he supposed. That's all it was.

"We've walked by this tree before," Emma said suddenly, whirling around to face him even though he was only a half step behind her. He reached out on instinct to steady himself, and the skin of her arm was hot to his touch. He lingered probably a moment too long, but shook himself out of it before she could notice.

"Are you honestly telling me that you can differ this tree from the hundreds of others?" He raised an eyebrow at her, "We are in a forest, love."

"I remember this one," she insisted, "It has a mark, here," she pointed to a strange 'x' carved into the bark, "and we walked past it five minutes ago."

Hook sighed, "Are you positive?"

"Yes." Emma's voice was firm, sure and steady, and Hook pinched the bridge of his nose, feeling a headache coming on. "How are we going to find my friends if we can't even walk five minutes without getting turned around?"

"Swan, do try and relax." He took a step closer to her, "We'll find them. It won't do us any good to panic." He didn't know where the urge to sooth her was coming from, but he felt it strongly in his bones.

He was definitely in trouble.

Part of Emma was being realistic and insisting that she acknowledge that Cora might have stumbled upon Mary-Margaret, Aurora and Mulan after she and Hook were on top of the beanstalk, but the another part of her was trying very hard to stay optimistic, because she wasn't sure she could handle another setback. They had to get back home, they had to, they had to –

"Swan?" Hook's voice, low and concerned, broke into her train of thought and she glanced at him.

"What?"

He took a step closer, "You're worried." He ducked his head to briefly meet her eyes, "I'm sure they're fine, love."

Emma jerked away from him, taking two quick steps backwards, "Why are you doing this?"

"You being worried is only going to distract you - "

"No. Why are you being like…" Emma spluttered, her hands gesturing uselessly in front of her, "… why are you being so nice?" She spat the word and it rang out, echoed in the clearing they were in.

After a moment of studying her with a hard, cold look on his face, Hook let out a bitter laugh. "You know, it's a good think you asked, because I am a villain, after all." Emma opened her mouth to retort, but he kept going, taking a step closer to her. "I told you about that bean to help you, Swan. I told you how to get to it, and helped you get to it. For you, Swan."

"You said yourself you were just looking for a way to get to Storybrooke. If it had been Cora you would have done the same thing."

"Ah, there's where you're wrong, darling." He was furious now, she could see it written all over his face, and for a moment, she genuinely feared him. "For someone who can see lies so clearly, you certainly can't see when someone is trying to help you." He took another step closer so they were toe to toe, and Emma forced herself to stand her ground. "I climbed a beanstalk to help you. I did so while risking my life. For all I know you were going to leave me behind, or do I need to remind you of that?"

His voice changed and was softer when he spoke next. "Is it really so hard to believe that someone would offer their help? What happened to you to make you so distrusting, Emma?"

The use of her first name shook Emma out of her stupor, and she tried to dispel the guilt she felt by turning her back on him. "Look, I don't want your pity. I just want to find my friends and get the hell out of this forest."

He was quiet, and she was grateful that he seemed to have given up on trying to get under her skin for the moment. She turned to face him and figure out what they were going to do next, but when she turned, he was not alone.

Cora.

He should have known this was going to happen with the way he and Emma had been yelling at each other a moment ago, but in the moment, none of that had mattered. Why, why did he let her get under his skin so much? Why did it matter to him if she trusted him? She was just a means to an end, a way to get to the Crocodile and finally, finally enact his revenge.

However, all of that was shoved to the back of his mind as he felt Cora's magic press him against a tree and knock nearly all of the air out of his lungs. He saw Emma turn around and her eyes widen when she realized what was happening, and he felt an urge to yell at her to run, to get as far away as possible, because he would not, would not watch another woman he… he liked get her heart ripped out.

"Isn't this surprising? The pirate and the princess." Cora said sweetly, and Hook clenched his jaw so tight he was surprised it didn't crack. "I see you've made your choice, Captain." She said quietly, but loud enough for Emma to hear, and he was overcome with the urge to comfort her somehow, to tell her that he'd be fine, that she needed to get out of here.

"No need for jealously, dear. I've still got a special place in my heart for you." He said, and suddenly felt all the air escape from his chest as Cora's hand went around his throat and squeezed.

"Stop!" Emma's voice broke through the fog, and he made a mental note to chastise her if they got out of this. She shouldn't stand up for him, she shouldn't put herself in danger to try and stop his death. She shouldn't be here, period. He couldn't understand why she hadn't run for her life yet.

Cora's hand fell from his throat, and he gasped in a breath. She turned and took a step towards Emma, who still had a sword, she still had that stupid sword and she might be able to save both of their lives if he could manage to break Cora's concentration long enough to get out of the range of her restrictive magic.

"Of course, the Savior," Cora sneered, "You hero types are quite the thorn in my side."

"Sorry," Emma said sarcastically, "I'll try to remember that the next time we meet, but for now I think we'll be going." She met Hook's eyes over Cora's shoulder, and Cora cackled dangerously.

"Oh, now this is just too precious. Don't tell me you've fallen for the pirate?" She sighed dramatically. "That is a shame. I suppose you've given me no choice but to kill the both of you."

Emma's eyes were blazing with determination as she glared at Cora, and Hook felt something inside of him swell. No, he thought, Emma is going to live. Almost as soon as he thought it, the air around them seemed to crackle with energy, and he was amazed to see Emma's hand glowing as it gripped the hilt of her sword tightly.

"Swan…" he said when he caught his breath, but she didn't seem to hear him, didn't seem to hear anything at all.

"You're going to regret it if you keep me from my son, lady." She said to Cora, and before Hook could yell, could do anything, Cora's hand struck Emma in the chest, causing a spike of terror to run through him. Cora's arm was buried in Emma's chest, and he distantly heard someone yelling Emma's name, until he realized it was him.

"Oi, witch! Release her and take me instead. She has nothing to offer you."

Cora didn't turn around, but he felt the magic keeping him pinned to the tree strengthen. "Is that so? I fail to see how you could be of more use to me than the lost princess, dear Captain."

"So help me, if you…"

"If I what, Hook? If I hurt her?" As if to demonstrate, she twisted her arm to the left, and Emma winced, gasping as she reluctantly sank to her knees due to the pain. "Somehow I think you won't do a thing."

"Hook," Emma gasped, and his gaze snapped to hers. "Find… find my mother." She struggled to say, and Hook shook his head violently. He refused to listen to this, to listen to her just accepting what was happening. This was not the feisty blonde who held a blade to his throat when they first met, who saw through all of his lies and a lot of his truths. "Find her… tell her I…"

"Stop it, Emma." He demanded, feeling as helpless as he'd ever felt. He didn't understand the feelings coursing through him, but they were overwhelming in their intensity. The urge to protect her, to save her ran through his blood and he struggled against Cora's magic, much to the sorceress' delight.

"Don't waste your breath, princess. I plan to finish them off as soon as I finish with you."

Hook saw the fire strike up in Emma's eyes once more, and it caused the knot in his stomach to loosen. That's it, fight back, Swan.

She refused to go out this way. She hadn't come all this way, hadn't gotten so close to finding a way back to Storybrooke just for it to end now, at the hands of Cora. This would not be how she died.

As soon as the thought crossed her mind, she felt Cora tug, as if to take her heart, and the pain sliced through her acutely, causing her to let out a small scream. She heard Hook calling for her, and she tried to meet his eyes, tried to muster enough breath to apologize (for what, she didn't know… for not trusting him? For having to watch her die?)

Emma was so lost in her own thoughts that she failed to realize that Cora was tugging, over and over, but having no success in taking her heart. Emma met Cora's eyes, shock and disbelief coloring her face before a grin broke out. Mom. Her mother sending her away had been an act of True Love, she realized, and in doing so, she realized what that meant. My heart can't be taken.

"Sorry lady, I have other plans." Emma said, before a tingling feeling seemingly burst from her body, causing Cora to fly backwards, and sending Hook toppling to the ground as Cora's hold on him broke. Cora struggled to her feet and sent one more scathing look at Emma before disappearing in a whirl of purple smoke, and Emma let out a breathless laugh before collapsing back to the ground, feeling exhausted.

"Swan? Emma!" Hook called to her before getting to his feet and nearly running to her side, grasping her face so he could look at her. "Bloody hell, lass. You really are keen on this whole 'mysterious blonde' thing, aren't you?" He was smiling, but Emma felt the way his hands were shaking, and once again she found herself wondering about his tattoo.

"That's how she died, isn't it?" She asked, and his eyes screwed shut before he opened them, pain written all over his face. "She had her heart taken."

"I couldn't save her," Hook choked out (although Emma was sure she was seeing more of Killian Jones than Hook right now), "and then you…" he took a breath before he was almost shaking her, his voice angry. "That was incredibly stupid, Swan. You shouldn't be so reckless, not with Cora, not with anyone who has magic."

"I don't know if you noticed, but I seem to have magic of my own." Emma rolled her eyes at him, and his hard expression slipped away.

"Like I said, a woman of many secrets, you are."

They were both silent as Emma pushed herself to her feet, Hook grasping her elbow gently as she tried to maintain her balance. "I'm sorry." She said softly, and he quirked an eyebrow in confusion. "For… for not trusting you, for not believing you were here to help."

His hand was still on her elbow, the warmth seeping through her jacket and that, coupled with the way he was looking at her, was burning straight through her. "I believe we're even now, Swan. You did save my life, after all." His eyes were searing, and when did he get so close? Emma's breath hitched as he inched even closer, and she tried to find a hundred excuses to get away from him, but she couldn't think, couldn't concentrate on anything but him.

"Emma," he whispered before tilting her head upwards and capturing her lips in a kiss that she felt all the way through her body and to her toes. Almost of their own volition, her hands found their way into his hair, and when his own arms wrapped themselves around her waist, she arched into him, causing a deep groan to be ripped from his throat. He tugged her closer, their kiss becoming deeper and more passionate by the second, and she was positive that even if Cora came back, they wouldn't stop.

She didn't know how much time had passed, but after what seemed like hours, she felt her back being pressed against a tree, and a strangled moan left her lips when Hook began to trail kisses down the column of her throat and across her jaw. She whimpered, actually whimpered when he bit down lightly on her collarbone, and he pressed his hips against her in response, causing them both to groan lightly at the friction.

"Gods, Emma. If I had known what this would be like…" he whispered, and Emma let out a breathy chuckle.

"What?"

"I would have kissed you in the giant's lair when I had the chance." He said, his voice rough, and any comeback Emma had flew out of her head when his hand slid under her shirt, her skin nearly on fire with the contact. She arched against him again; enjoying the way gripped her waist and let out a low curse against her skin. "If you keep moving like that, this is going to be over before it even starts."

"What makes you think this is going somewhere, pirate?" She said, and she almost didn't recognize the low, throaty tone to her voice. Was she flirting? She felt as though she was having an out of body experience.

He growled before bringing her mouth back to his, kissing her so thoroughly she could barely remember her own name. A dull throb started in her core, and she wrapped a leg around his hip to try and get some leverage to alleviate the pressure. His hand slid to her thigh and he pulled her leg tighter against him, causing her head to tip backwards as she let out a moan that was so loud she would have been embarrassed if she had been thinking straight. Their hips rocked together and Emma was fairly sure she was going to combust if he didn't take her right now.

He was burning, from the inside out as Emma canted her hips upwards again and again, and he felt like a youth again, nearly coming undone from the feel of her lips against his skin and the press of her body against his. His body was running on pure adrenaline and lust, but there was a part of him that acknowledged that this was certainly more than he had bargained for when it came to Emma.

Ever since he had first laid eyes on her, he knew she was probably the most beautiful woman he had ever seen. That, coupled with her fire and spirit had him all tangled up inside, and he had spent their entire adventure on the beanstalk shoving those feelings to the back of his mind, feeling as though he was betraying his love, his Milah.

Now, with Emma rocking against him and breathing out his name against his skin, he knew he was in way over his head. He wanted her, and the terrifying part was that he wanted more than just to relieve the tension with her. He wanted to go back to her world with her, he wanted to know everything there was to know about her, he wanted all of her, plain and simple. The recognition of his feelings caused another spike of lust to rocket through him, and he urged her to wrap her other leg around his waist, groaning when she was pressed flush against him.

A sadistic part of him wondered what her mother would think if she stumbled upon them now… fully clothed, but seven hells if this wasn't the most aroused he'd been in centuries. He looked up at Emma's face and felt his desire increase tenfold when she met his eyes, her green eyes dark and wide as she rocked against him, biting her bottom lip.

"Fuck," he cursed, his eyes screwing shut. "Emma…"

"Don't' stop," she pleaded, "Please, Hook, I…" Whatever she had been about to say was stopped when he pulled her hips against his, hard, and she cried out, her head falling forward to rest on his shoulder as she panted for breath.

He kissed her then, desperately, as he fell apart, letting out a low string of curses as he tensed against her, trying to catch his breath as he slowly lowered her back to the ground, noting with some satisfaction how her knees buckled before he slipped his arm back around her waist to support her.

"That was…" He trailed off, not sure he even had enough words to describe the feelings coursing through his veins.

"Don't sound so smug," Emma said, but he grinned at the breathless quality to her voice.

"And why shouldn't I be? It's not often I make a woman sound like that," his voice was practically dripping with sin, "without even taking my clothes off, love."

He was fairly sure she would have kissed him in retaliation if it weren't for a frantic voice causing them to spring apart, tensing for a fight.

"Emma?!"

"Don't you dare say a word about this," Emma hissed at him, and he cast her a wounded look that was only half in jest. "Just… please."

Hook held his hands up in surrender, but took a step closer so he was back in her personal space. "I'll keep this between us, but make no mistake, princess. I'm not done with you yet. Not by a long shot."

Taking a step back, he was rewarded with a dazed look on Emma's face that slipped off quickly as her mother came crashing through the trees. "Emma!" As the two women embraced, Hook caught Emma's eyes and winked, enjoying the blush that rose to her cheeks.

No, they weren't done yet. Not if he had any say in the matter.