Author's Note: This started in my head as a dirty little PWP, but 4k words later, everyone still has their clothes on and this is now my official head-canon... Chapter 2 is NC-17, This chapter is PG-13.

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Chapter 1

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"Emma Swan."

Hook watched with unmasked delight as her spine stiffened at the sound of his voice. She spun around shakily, slowly. She understood that he could have attacked instead of announcing himself. She hadn't heard him sneak up behind her, hadn't noticed him following her around town.

He was leaning nonchalantly against the wall of the alley, hook clasped in hand, the picture of a wolf pretending to be a lamb.

"Captain Hook," she said as if the words were difficult to form. He remembered that to her, it was the name of a villain in a story. "How did you get to Storybrooke?"

"By ship," he answered honestly, kicking off the wall to saunter toward her. "You and I have unfinished business, love."

"Is Cora with you? How'd you make a portal?" she asked gruffly, all sheriff.

"I will answer all of your questions, darling," he said, "after we've settled our accounts."

"Answer now," she said, putting her hand on her weapon. "And what accounts?"

"You owe me ten hours, Miss Swan."

Her mouth fell open.

"That's not… I didn't—"

"After you tender what is owed, I will give you all the information you desire," he said. "I'm certain you will find me… eager to please."

He took a few more slow steps forward, stopping just shy of invading her personal space. He held out his hand, but she just frowned at him.

"We both know you're going to come with me, darling," he said, infusing the words with confident innuendo. She swallowed and tore her eyes away from his, looking at his outstretched hand for a moment.

"The ten hours start now," she said defiantly, meeting his gaze again, raising one eyebrow slightly in challenge.

"As you wish," he replied, grinning devilishly and waggling his fingers at her. She reluctantly put her hand in his.

He clasped her hand firmly, briefly rubbing his thumb over her wrist. He considered pulling her to him and taking her into his arms there in the alley, but he knew she would balk. Privacy would be much preferred.

He began tugging her along as he walked, trying to maintain an unhurried pace, but feeling each second slip by.

"Where are you taking me?" she asked after a minute.

He smiled at her inadvertent turn of phrase.

"I am going to take you on my ship," he said saucily, emphasizing the innuendo.

She made no reply, and they walked the rest of the way through town in silence. He maintained his measured pace all the way to the dock, even though he wanted to throw the wench over his shoulder and sprint.

It took nearly half of one of his hard-earned hours to make it to the pier. He stopped several slips from where his ship was moored and reluctantly let go of Emma's hand.

"Close your eyes, darling," he said.

She arched an eyebrow.

He grinned at that and drew a handkerchief from his vest. He rolled it neatly into a blindfold.

"This isn't necessary," she sighed, but her words lacked conviction and she made no move to stop him as he stepped around her to loop the blindfold over her eyes. He tied the knot with his hand and teeth, taking a deep breath when his face was in her hair.

She smelled clean and floral, but there was a spicy undertone. Cinnamon? He approved.

She was being a little too compliant, however, so he grabbed her then and threw her over his shoulder as he'd wanted to do a quarter hour before. She gasped and started to protest, squirming and clutching at his coat. He slapped her backside almost playfully, eliciting another gasp.

"Quiet, wench," he said gleefully, pressing his cheek to her hip.

He sighted a spot in the distance and spun quickly in place several times to disorient his fair captive. Then he strode purposefully to his ship, carrying her straight to his cabin.

He strongly considered throwing her on the bed and joining her there, but he knew she would simply flee, ending their game. He had to play this just right. So, he set her gently on her feet near the door, not even groping her as he did so. He threw the lock on the door and pulled off the blindfold.

She met his gaze with a little frown before her instincts made her turn to survey her surroundings.

Good form, the thought, watching her eyes rove over the contents of his cabin. She took her time, and it irritated him slightly, since it was his time she was wasting.

"Welcome to the Jolly Roger," he said politely.

"I was expecting the brig," she said, not quite a question, looking at him expectantly.

"I have manacles, if you prefer," he said with a smile. "It would only be fair."

She looked guilty for a moment.

"But," he continued, "I thought we could do… other things to pass the time."

"I bet you did," she muttered, rolling her eyes. "Hook—"

"Killian," he corrected.

"What?" she said, confused.

"My name, love," he prompted. "I gave it to you after you tied me to a tree. Or had you forgotten?"

"Jones," she said with a little nod.

"At your service," he intoned with a bow. "As a guest on my ship, I ask that you address me by my name instead of… Well."

He gestured with his namesake and gave a small, forced smile.

"A guest?" she said incredulously.

"I invited you aboard and you graciously accepted my humble request," he said. "What would you call it, Miss Swan?"

"Emma," she corrected, then she looked startled that she'd done so. "What about the blindfolding and the spinning and the…"

Spanking, he finished for her in his head.

"Are those not customary in this realm?" he said innocently.

She rolled her eyes in response.

He gave her a wolfish smile.

"Then I will have to be more hospitable," he drawled. He leered at her for a moment before purposefully turning his back on her, striding to his liquor cabinet and clearing her path to the exit.

She didn't bolt.

Good.

"Something to drink?" he asked over his shoulder as he opened the cabinet and took a quick inventory. He withdrew two tin cups and a bottle of strong, spiced rum that he saved for special occasions. He carried the armload to the table, brushing aside some papers and instruments to make a clear spot for the alcohol.

He poured a neat double in each cup and sat down lazily in one of the bolted down swivel chairs. He gestured to the chair beside him.

Emma hesitated before sitting next to him. He smiled at her and waved his hand at the two cups.

"Which?" she asked warily.

"You choose," he said. "I'll drink the other. I should hate for you to think I have ulterior motives."

She snorted, which made him smile wider.

She chose a cup, but she did not put it to her lips. She looked pointedly at the other cup and then at him. He obligingly picked up the cup with his hook, the lip of it resting neatly against the curve. He'd had them custom made. He brought the liquor to his lips without breaking eye contact and drank half the dark amber liquid.

When he lowered the cup, Emma neatly replaced his cup with hers and gave him another expectant look.

He grinned again and drank from the second cup as well. Then he poured the remaining liquid from his current cup into the cup she held and poured himself another double.

Experiment over, Emma finally put her cup to her lips, taking a tentative sip. The flavor seemed to surprise her, because she gave the cup and then him and appraising look before downing the rest of the drink in one gulp.

She set the cup down hard and leaned back in her chair.

"So," she said, "what do you want to do for—" she pulled back the sleeve of her coat and examined her wrist for a moment. "—eight and a half hours?"

He couldn't keep the smirk off his face as the thought about what he wanted to do, but he decided to evade her question.

"Let's talk," he said, surprising her.

"Talk?" she parroted incredulously.

"Unless you have other activities in mind," he drawled.

She rolled her eyes again.

"What do you want to talk about?" she asked.

"Is that a timepiece on your wrist?" he said with honest interest, bypassing her question.

Emma pulled up her sleeve to show him her watch. He took her arm in his hand and brought it close to his face. Honestly, he was more interested in the milky skin of her wrist than the timepiece. All it did was remind him that his precious seconds were slipping away.

Tick, tock.

He told himself to be patient.

"Lovely," he murmured, brushing his thumb along her skin near the watch.

"Thanks," she replied, withdrawing her arm.

"What other fascinating items are you wearing under those layers?" he said darkly. "Aren't you warm? I know I am."

He stood up and shrugged out of his coat, slipping it over in left arm with a fluid, well-practiced motion. It had taken him years to master the movement, but now it was reflex.

"May I take your coat?" he asked, reaching for her slowly, soothing the skittish prey.

She gave a tiny nod.

He stepped behind her and swept her hair gently to the side to keep from catching it with his hook. He grazed his fingers along the back of her neck with the motion and was rewarded with a smattering of goose bumps across her exposed flesh.

He slipped his fingers and the tip of his hook under the collar of her coat and slid the garment down her arms, dragging his fingers and the curve of his hook along her skin.

More goose bumps.

Her breathing had sped up, too.

Without her coat, Emma wore a thin black chemise over some small garment that lifted her breasts to show her cleavage at the neckline of the brief blouse.

He hung their coats on the pegs near the door, discretely adjusting his pants on his way back to the table.

"I will never grow accustomed to the fashions women wear in this realm," he mused. "Do you not feel… exposed?"

She snorted again.

"God forbid you meet Ruby," she said. "You'd spontaneously combust."

Teasing Emma was back. Excellent. Maybe the rum had loosened her up a little.

"Does this Ruby also dress in such a scandalous manner?" he asked with a grin.

"If a tank top is 'scandalous' to you, you wouldn't last five minutes with Ruby."

"Oh, I would last longer than five minutes, love."

"Would you?" she teased.

"Aye," he said with a wink. He picked up his cup and raised it in a toast. "To 'tank tops.'"

He help his glass up, waiting for her to bring hers up as well.

She gave a little throaty laugh and raised hers as well.

"And leather pants," she said with a hint on a blush on her cheeks.

They clinked glasses and Emma drained her cup.

"Perhaps you should slow down, love," he said when his own cup was empty.

"I assume you want me tipsy," she said dryly, reaching for the bottle of rum.

He grabbed the bottle first, keeping it out of her reach.

"Oh, I want you, love, tipsy or not."

She blinked at that.

"But I'd prefer you remain in possession of your faculties for the duration."

"Why is that?" she asked, raising an eyebrow again.

"When I bed you—"

She scoffed.

"When I bed you," he repeated with confidence, "I want you to be willing. I will not touch you without your consent."

"Not gonna happen," she declared with the hint of a slur in her words.

"I'm a very patient man, Miss Swan," he murmured in response.

She looked thoughtful for a minute.

"How old are you, Hook?" she asked softly.

"Killian," he reminded her in an almost sing-song fashion.

"Killian," she echoed, saying his name for the first time. It was music to his ears.

"Yes, Emma?" he said as if they were old friends.

"How old are you?"

He took a breath and ran his fingers through his hair. He knew he would answer honestly, but he wasn't sure how she would react.

"Nigh on three hundred years," he said warily and wearily.

"Oh," she said, blinking, "what's that like?"

"Lonely," he answered honestly, but turning his expression into an exaggerated pout. "Won't you help heal the ache of my heart?"

"Oh, you have one?" she teased, grinning.

"You wound me, Emma," he declared, placing his hand on his chest dramatically.

"I'm sure you're get over it," she said with an eye roll.

"Perhaps," he teased back, "a kiss from your honeyed lips would surely ease the emptiness in my shriveled, black heart. What say you, fair Swan? Will you make your lips my soothing balm?"

"People don't talk like that in this world," she quipped, looking amused.

"Aye? How would one lobby for a kiss in this realm, then?"

"Less poetry."

"How sad," he mused, giving her another little pout. "Then what would someone say to the object of their affection to express their desire for a kiss?"

"Kiss me," she said simply, taking the bait.

He did not hesitate. His lips were on hers a heartbeat after the words left them.

He did not grab her, did not press her. He left her ample room to retreat, and he wasn't surprised when she took it.

"Hook!" she exclaimed. She put her hand over her mouth, eyes wide.

He touched his own lips, savoring the memory of her touch. It had been brief—oh, so brief—but she had most certainly responded before pulling away.

"Yes, love?" he said with an earnest, innocent expression.

"What was that?" she demanded.

"Have you never done that before?" he teased. "I was led to believe you had more experience, being a mother."

"Why did you kiss me?" she hissed.

"You told me to, darling," he said, maintaining his feigned innocence.

"You're incorrigible."

"Aye, please encourage me, Emma," he drawled with a smirk.

"That's not what that means!" she exclaimed, standing up. "I'm not going to stay here and—"

"Pay what is owed?" he finished for her. "Eight more hours, love."

She checked her watch.

"Seven and a half!"

"You chained me up with a bloody giant before you began your countdown, as I recall. Now you're going to squabble over minutes?"

She made a frustrated noise. She hesitated before sitting back down.

"That's my girl," he said cheerfully, patting her shoulder.

"I'm not your girl," she snapped, removing his hand, "and I thought you weren't going to touch me without my consent?"

"You know what I meant, love," he said, purposefully reaching for her. He brushed the hair back from her shoulder.

She didn't stop him, so he ran his fingers along the shell of her ear as if tucking back another lock of hair. She still didn't stop him, so he pressed his luck, running his fingers down the side of her neck, raising more goose bumps. He glided his fingers across the top of her shoulder and then down her shoulder blade, as if he'd found another errant lock of hair.

She allowed the charade, or maybe she believed it, so he continued. He leaned forward, wrapping his good arm around her, barely touching, so he could pull back the hair from her other shoulder. He did it slowly, tucking back each real and fictitious wisp of her hair with gentle fingers.

"You have beautiful hair," he murmured, his lips just an inch from her ear. This close, he could see the color that was rising in her cheeks and the way her breath had sped up. He held there for a moment before whispering:

"Why don't you just admit it?"

He popped the T of the last word, brushing her cheek with his lips as he spoke.

She pulled back, as he'd expected, but his arm was still around her. She pressed against it as she withdrew far enough to meet his gaze.

"Admit what?" she asked a little too breathily.

"You," he said, tapping her lightly on the nose with his hook.

"Want," he continued a heartbeat later, leaning in close.

"Me," he whispered with his lips pressed to the skin next to her ear.

She inhaled sharply and extricated herself from his arm, standing up and taking a step away. He let her go and leaned back to watch her.

"I do not," she protested.

"Liar," he said gently, tilting his head to the side and meeting her gaze expectantly, challenging her.

"Even if I did—"

He grinned.

"Even if I did—which I don't—I couldn't..." she said. "I mean, you're Captain freaking Hook. You're a villain. A pirate. You're working with Cora—"

"Only because you left me behind, love," he grumbled.

"You expect me to believe that?"

"I thought you had a gift regarding lies?" he countered.

"It doesn't always work," she muttered, looking away.

"You seemed bloody sure about it when you had me tied to that damn tree!" he growled.

"You were obviously lying!"

"And now?" he challenged.

"I'm not sure," she admitted, a little deflated.

"But it's easier to believe that I wish to harm you?"

"You came here with Cora, so, yeah."

"And wouldn't you have, Emma?" he pressed. "If you had no other options to get back here to your son, wouldn't you have done anything? Made a deal with anyone?"

"Maybe," she hedged.

"But you condemn me for doing as you would have done yourself?"

"You locked me in a dungeon!"

"You chained me with a giant!"

"You ripped out Aurora's heart!"

"And saved it from oblivion, remember? Both done after you chained me up with a bloody giant! You betrayed me first, darling."

"You lied first, blacksmith."

"That's not what upsets you," he declared. "You've lied to protect yourself before. You told me you had never been in love."

"Oh, then what am I upset about?" she demanded.

"I see you," he said, enunciating each word distinctly.

"Yeah? You're looking right at me."

"I see the real you," he said quietly, dangerously, as he stood up. "Scared, alone, abandoned. Orphan."

He took a step toward her with each word. With the last one, he tapped her on the chest over her heart.

"You've built up walls, trying to hide from the pain, but it is still in there, eating at you every day. The loss. The fear," he paced around her. "If only you could just sail away, alone. Safe."

He met her eyes again.

"So you did. And it worked for a while, but now there's something new. Something unexpected. And it makes the walls unstable." His voice dropped to a whisper. "There are cracks."

He looked away from her again, and Emma had to wonder is he was still talking about just her.

"You want to be loved," he said fervently, closing his eyes. "Oh, you crave it, but if you let the walls down, then you can get hurt again."

He opened his eyes.

"And is that really worth the price?"

He paused and saw tears forming in the corners of her eyes. He cupped her cheek in the palm of his hand, searching her eyes, showing her the truth in his words.

"I would have helped you—and myself, too, aye—but I would have helped you without reservation, Emma. All you had to do was trust—"

He hadn't expected her to cut him off, especially not by grabbing his vest and pressing her mouth to his. She kissed him in desperation. She needed this, he knew, but she also needed to shut him up.

He found it difficult to complain. He kissed her back, threading his fingers into her hair and pulling her body to his with his left arm. He devoured her mouth, responding eagerly when she deepened the kiss. Her mouth was frantic on his, and his attempts to soften the kiss all failed. She did allow him to trail tender kisses down her neck, but she was nipping and sucking ravenously on his own neck as she did so.

And then she had her hands under his shirt and she was trying to undress him.

He pulled back from her. She tried to keep him close, but he gently held her arms.

"Love, stop," he said gently.

She continued to struggle, diving in for another frantic kiss. He met her with chaste lips before pulling back again.

"Emma," he said disapprovingly.

"Isn't this what you want?" she huffed, trying again to pull off his shirt. When he blocked her, she changed tactics and brazenly grabbed him through the front of his pants. He let out a hiss of surprise before grabbing her hand.

"I want you," he said firmly, pressing his arousal against her hand before pulling her fingers away from his pants. "Not this."

She made a frustrated noise and struggled ineffectually against him.

"What's the difference?" she whined.

He took a step back, breaking all contact with her.

"Talk with me," he said instead of answering her.

"I don't' want to talk," she said petulantly.

"But you need to talk, love."

She wrapped her arms around herself, her eyes shimmering.

He approached her again and wrapped his arms around her. She tried to shake him off, but he held her tight. After a few moments, she melted into his embrace and began trembling and sniffling in his arms. He tenderly drew her toward the bed and pulled her down to sit by him on the edge, his arms still firmly wrapped around her.

All at once, the dam broke, and she cried wetly and loudly into his shirt. He held her and stroked her hair.

"It's all right, love," he shushed, over and over.

When her wracking sobs quieted into hiccups and sniffles, he began to speak. He knew that she must feel exposed after breaking down as she had. It had changed their balance of power—made them unequal again. He knew that he needed to show his own vulnerability to make her feel at ease.

"Before I became a pirate," he began in a quiet, tentative voice, "I was in the king's navy. I was an officer—a leftenant, in fact, to a brave and honorable captain. My brother, Liam…"

She listened, her eyes eventually drying, though she held tight to him all the same.

His voice faltered when he spoke of his brother's death in the cabin they now occupied. He finished his story in a whisper.

They sat in silence for another minute before he spoke again.

"I've only told that story twice," he mused. He had to clear his throat to find his voice.

"In three hundred years?" she asked quietly.

"In three hundred years," he echoed.

"Milah," she said, not really a question.

"Milah," he confirmed with a little nod.

"How long ago was she?"

"A very long time ago," he whispered with a sigh, his voice was raw.

"There's been no one since?" she asked.

"No one I truly cared for," he said, shifting to see her better. "Though I have had company from time to time… As you have."

She didn't have to confirm it. He knew she hadn't been celibate since her heart had been broken, and he knew that she hadn't let anyone come close enough to try.

"Why are you doing this?" she asked after another moment of silence.

"We're kindred spirits, you and I," he said, not exactly an answer. "And you have fantastic breasts."

She snorted and gave his shoulder a little shove. She looked up at him with puffy, red eyes. He kissed her forehead.

"Killian?" she said tentatively.

"Yes, love?" he replied, the sound of his name on her lips sending a rush of warmth through his chest.

"Kiss me," she whispered.

He complied slowly, stroking her cheek briefly before pressing his lips to hers. He kissed her tenderly, taking his time, raining light kisses all across her face between deep, sensual kisses of her mouth.

She ran her fingers through his hair until he started kissing down her neck, then she leaned back a little and put her hands on his chest. She slid her hands under his shirt and ran her fingers over his lightly furred chest, feeling old scars on his skin.

He pulled away for a moment and she started to panic.

"Don't stop," she pleaded. "Not this time. Don't stop."

He unknotted her hands from his vest and quickly stripped off the garment, flinging it aside before turning his attention back to Emma. He kissed her again, more forcefully, using his mass to maneuver her down to the mattress, his upper body hovering over hers.

She squirmed beneath him until she was completely on the bed, kicking off her shoes as she did so. He followed her, but he kept his lower body to her side.

"Don't' stop this time," she pleaded again. "Please, Killian?"

"Not unless you want me to stop," he said against her skin as he pulled aside the tiny strip of fabric covering her collar bone. He kissed her shoulder and she relaxed a little bit.

Everyone she'd ever loved had left her. She was truly an orphan, and she needed someone who would stay. Could he do that? Did he want to? His own past was full of loss. Could he be her light after centuries of choosing darkness?

"I'm here, love," he soothed. "I've got you."

He was damn sure going to try.