"Killian, how fast can you make it down to the docks?" Emma asked without so much as a "hello" when he answered his phone.

She had worked the overnight shift at the Sheriff's station and was due home shortly. Killian had spent a restless night until he gave up on sleep completely. He never slept well without Emma to anchor him to the here and now, and before she called, he lay in bed watching a thick fog roll in from the ocean outside his window.

Suspecting the weather had something to do with Emma's call from the waterfront, Killian asked, "Is something the matter, love?"

"I don't know...just...well, you'll see when you get here, and then maybe you can tell me?"

"Aye, I'll be there straight away."

"Thanks."

He pressed the "end" button and placed the phone on the side table. He'd rarely heard Emma sound so conflicted when it came to her job, and he wondered what strange thing was defying explanation now. This town was many things, but boring was not one of them. Cleaning up and dressing quickly, Killian hurried out the door and over the few blocks to the waterfront.

The dampness from the fog clung to him, beading up on his hook. Killian gave a fleeting thought to all the times he'd been at sea mired in a heavy mist such as this. An exemplary sailor could maneuver through it in an emergency, albeit reluctantly, but reason dictated the safer course was ceasing activity altogether and waiting for the woolen clouds to lift. Sound carried in strange and unsettling ways—some noises echoing in all directions—causing inexperienced crews to lose their bearings in confusion. In especially long instances of dense fog, with frayed nerves increasing among the men, more than one new sailor would take a shot into the gray, sure he'd seen or heard an enemy ship off the port bow. Without fail the result would generally be extra duties for the waste of ammunition or a flogging for a second offense.

He could see a small crowd gathering on the adjacent beach, some pointing toward the water and others shaking their heads. He spotted Emma, finally, leaning against the railing of the boardwalk near a local fish market and jogged over to her.

"Swan?" he huffed as he approached.

She turned at the sound of his voice and gave him a thin-lipped smile that was not the heartwarming greeting he'd been hoping for. She looked...bewildered and tense.

Killian shook his head and frowned. "What is it, love? You look troubled."

"Yeah, you could say that," she answered as she turned again towards the bay. She nodded toward the open sea, where the fog was shifting and trying to break apart in some areas. "I got a few calls this morning from some fishermen and dockhands who said they saw a ship out there."

He shrugged, still puzzled. "What of it? I'm sure lots of ships come in and out of the harbor."

Emma turned her head and looked him squarely in the eyes. "Yeah, but none of them are your ship," she said, her concern finally breaking through her own confusion.

Killian's eyebrows came together with a pinched look on his face. "I don't have a ship anymore, darling, you know that. How—"

"I saw it myself a few minutes ago, Killian. It's the Jolly Roger," she told him, her voice taking on an urgent edge. "No one was able to tell me if they saw the ship come through a portal or from the sky. It just...appeared."

Killian's heart pounded and his eyes narrowed. Yet he still couldn't discern anything recognizable in the midst of the fog. He headed for the stairs leading to the pier farthest out into the water for a better look. On the way, he rooted around in his jacket for his spy glass—some habits would never leave him—pulling it out and extending it as he walked. Emma ran to catch up to him and the two stood at the end of the pier, watching the horizon. Seconds ticked by, marking each memory he held dear of his time aboard the Jolly Roger. He never thought, never intended to see her again. Why...

There.

He raised the spyglass as soon as he could make out her billowing sails and the yellow stripes along her broadside. He would recognize his ship anywhere, and there she was, drifting just outside the protection of the harbor. He didn't know what to say to Emma even though he could feel her eyes on him, waiting for some kind of explanation. He had none.

"KIllian? Is someone coming to threaten Storybrooke? Do I need to call David and have him prepare for...I don't even know what…or who."

A light wind began to pick up, pushing more of the fog away, and clearing Killian's line of sight. Finally able to see clearly, looked for any signs of who might have captained it to Storybrooke. There weren't that many worthy sailors for that kind of voyage, and the person he traded it to was just as likely to trade it for something of greater value. He had no idea who to expect.

Whatever he was thinking, it did not come close to the reality of the situation. If "real" could even be applied. There was no one aboard the ship. Not a single soul. There should be men on the rigging, a helmsman at the wheel, someone. Nothing stirred on deck. Nor was there the slightest hint that anyone was manning the guns or preparing to make a move on the town. A closer look revealed a few tattered sails, shattered crow's nest, and a gaping hole in the aft quarters.

She was a dead ship. Merely an echo reverberating through the realms. Perhaps a side effect from her enchantments. Killian's heart sank and lowered the glass from his eye.

"What is it, Killian?" Emma asked, her hand on his chest, keeping him rooted to the dock. "Who is it?"

Never taking his eyes from the apparition, he said, "You needn't worry, love. She's not a threat."

"Are you sure?"

"Aye. She's not even real," he muttered.

The uneven pounding of rushing feet along the pier—a sound he was all too familiar with—interrupted Emma's line of questioning. Without glancing back at the new arrivals, Killian greeted them.

"Smee. Lads," he said with a heavy sigh.

"Sir, is it true what we heard in town? That the Jolly Roger is back?" Smee asked, out of breath.

"Aye, Mr. Smee."

Before he could give any further explanation, his former crew let out a round of cheers that made Killian's stomach clench. At least this would be the last time he'd disappoint them in such a way. He turned and faced the group—a far smaller crew than when he'd last been with all of them. They must have seen the grave look on his face, because their joy dwindled to utter silence in the space of a heartbeat.

"What's the matter, Captain? Does someone else have her? Should we prepare to take her back?"

"That won't be necessary, Mr. Smee." He held out his spy glass to his first mate who took it with trepidation at the subdued tone of Killian's voice. "Have a look for yourself."

Smee held the glass up to his eye and gazed out at the thinning fog where the Jolly Roger faded in and out of view.

"Tell me what you see Mr. Smee," Killian commanded, ever the ship's captain, even on land.

"An empty ship, sir," Smee informed him.

The defeat in his voice hung in the air heavy as the fog had been. Smee handed the spy glass back to to Killian, mouth slightly agape.

Killian cleared his throat and snapped the spy glass shut with his hook in a much practiced manner. He straightened up and looked at his former men. "Aye. You all know what that means."

"Yes, Captain. Ghost ship," Smee murmured.

Some of the men craned their necks to catch another glimpse, and others bowed their heads, pained expressions on their faces at the loss of their beloved home. They all stood in silence for a moment or two until Smee spoke up again.

"Sir, you know this is a bad omen. What if something bad is going to happen now?"

"Really, Mr. Smee. With all that you've been through already, you think seeing a ghost ship could somehow portend a worse fate than being turned into a rat?" Killian shook his head with a rueful smile and sighed again. "Bid your farewells, boys. We had a good run while it lasted. Longer than most, really. Can't ask more from a ship than that."

His former crew, downtrodden and mournful, filed back toward town in silence. Some of them looked over their shoulders to watch the ship disappear once and for all. Killian already said his goodbyes, hasty though they were, and saying them again was unnecessary. But he still felt a weight upon him at the sight of her.

"Killian? Are you ok?" Emma asked, gently squeezing the hand currently wrapped around his arm.

He glanced down at her, a tight smile on his lips that matched the tightness in his chest. Emma's concern for him shone in her eyes. A small breath escaped him and he nodded, taking her hand from his arm and kissing it.

"I'm fine, love."

"We both know that's not entirely true. You are going to shatter your teeth if you clench them any harder. What's wrong?" Emma prodded.

Killian tried to relax his jaw as he looked out into and endless blue sky and empty horizon.

"Why here? Why haunt these waters?" he asked almost to himself. He could understand if she were sighted in the Enchanted Forest or even the waters around Neverland, but Storybrooke was a brief stop in her long service.

Emma tilted her head and peered closely at him. "Really?"

Killian raised an eyebrow. "Really."

"I thought that was obvious. You are here. Maybe the Jolly Roger wanted to say goodbye to you," Emma pointed out.

"She deserved better than me," he stated. "I left her in hands that would harm her in such a way. I sealed her fate. I suppose I should be grateful she didn't lob a ghostly cannon ball in my direction."

Emma shook her head. "You don't give yourself enough credit. You and that ship were tied to each other for centuries. That's a pretty strong connection if you ask me. No matter what happened in the end. That ship loved you. I can't blame it for haunting you. I probably would myself."

She was the marvel.

Killian pulled Emma tight to him and she relaxed in his embrace. He leaned down and pressed a kiss to her lips. "I'd prefer not to find out," he whispered.