This scene takes place during 3x07 after the Echo Cave, on the way to the clearing where they make camp. It's a play on What If's, that is what if Pan's Shadow used the same trick on Killian and Neal as he did with Rumplestiltskin. And of course, the only one to impersonate is well... you'll see.


Killian stopped abruptly, his well-honed instincts alerting him to a looming threat. Ahead lay a small clearing, and just as he was about to take a cautious step forward, a woman stepped out, looking him dead in the eye.

His heart clenched in his chest and he was suddenly aware of the lack of oxygen that surrounded him as all the air in his lungs vanished in a ragged exhale. "Milah," was what escaped his lips.

Killian's mind screamed at him, anguished; she had died in his arms, she was dead, this wasn't real, but there was such a terrible, horrible painful hope in his chest that just maybe, just maybe, she…

"Mama?" Baelfire's voice broke out a few paces behind him, sounding as broken as Killian felt.

"Killian, Bae," Milah said, not-Milah, his mind screamed.

"That's not her," a quiet voice whispered to his left, and Killian could not drag his eyes away from the vision of Milah to acknowledge Emma's words, but he gave a stiff nod, trying to whisper I know but the words would not form.

"I'm so sorry, Bae," Milah, not-Milah! said.

Baelfire took a step forward, and for a moment Killian could see that teenage boy, the lost and hurt boy who was tormented with anguish that his mother would abandon him to cruise off with a pirate, that she didn't love him enough to stay and it was like a punch to the stomach to deal with so much accrued guilt that Killian felt himself taking a wheezing breathe. He needed to end this now, he needed to move, this was Pan's trickery, he knew it, but he couldn't…

In the end, it was Emma who moved forward, cutlass in hand. "You are. not. her," she grit out, but Milah, (not-Milah, his mind screamed louder, desperate) moved out of her way with a laugh that was both beautiful and terrible.

"NO!" Bae screamed, lunging for Emma, just as the blonde woman swung the cutlass again, nicking not-Milah on her arm.

"You're just going to stand there like a coward, Killan?" not-Milah asked angrily, and Killian raised his eyes up to her gaze, shocked, mind unable to comprehend that this wasn't her, because those words, she had said them to him in anger, once before. Those exact words, and he tried to choke back the sob that threatened to overcome him. His hands moved to his sword, because he had let her go, he had let her go, and he wasn't about to be made a fool yet again.

From the forest, he could hear Charming and Snow yell something, but everything was happening so fast that when he tried to focus all he could see was Emma plunging her sword into not-Milah's heart, and Killian felt the ice-cold despair all over again, the feeling of a chasm black and deep opening before his soul, threatening to swallow the little good he'd done since offering his ship back in Storybrooke. Never mind that he had been about to do the exact same thing Emma had done; the visual proof of watching her plunge her sword into not-Milah's heart was more powerful than he had anticipated.

There was a loud screech as the shadow glared at them all before moving away, glimmering.

Charming burst into the scene, they'd been a few seconds behind at best, but Killan felt utterly drained, like the scene before him had been playing out for a year.

"Neal?" It was Snow's voice, somewhere to Charming's right, and he couldn't look at them. Couldn't look at any of them. He knew his eyes were wet, his heart cold, and he knew that Pan had won this little battle.

Killian turned away from the group, trying desperately to control his emotions. He knew from the moment he had seen her that she had been not-Milah, and yet, he felt the same sensations as if she'd just died again in his arms. He took a desperate, calming breath, trying to think properly, but he felt more panicked, like there was something in his airway that he needed to scratch out with a knife.

A cool, trembling, almost hesitant touch startled him, and he whirled around to face her, knew who it was, knew who would be the only one daring to approach him when he was so raw. It was too much, too soon after the Echo Cave; too many years of tempered emotion replaced by the burning flames of revenge to feel so exposed suddenly, yet again, that Killian grit his teeth, biting down the acerbic words he would have otherwise lashed out at Emma.

"Hook," she said quietly, looking at him, but Killian couldn't return the gaze.

"Don't," he said, because now was not the time. Pan would be waiting for signs of vulnerability, that demon-child, he'd be watching, as he was won't to do.

"We need to keep moving," Emma said, swallowing whatever words she might have wanted to say; Killian didn't care, he didn't want to hear it.

"Aye," he said, keeping his tone in check, straightening, checking his resolve because he knew the moment he'd offered his services, his ship, and without thinking, his life, to Emma Swan, that he had to be ready to face his nightmares, his hurt and pain and 300 years worth of consequences.

Emma's hands slid into his own, and Killian was startled by the action that he instinctively met her gaze, finding a fierce look there that softened when their eyes met, and he felt his heart lurch into his throat for the second time in 2 minutes.

"We're going to find that little bastard, and make. him. pay," Emma said, promise in her words.

"Aye," he said, allowing a smile, the same smile that ships on the open sea had come to fear, the smile of the fearsome Captain Hook who was not afraid to fight for what he wanted, damned if anyone was in the way.

With a nod, Emma squeezed his hand, - Killian would later reflect on how right and how perfectly their hands fit -, before she let go, moving towards her parents and Neal.

Killian looked towards Emma's retreating back and his eyes drifting to the side where Neal stood, pale, lips set in a thin angry line, staring at the spot where not-Milah had disappeared. As if sensing Killian's stare, Neal's eyes met his, and he gave him a grim nod, one that said 'Let's get this bastard'. Killian returned the nod, and raised his hook. They would indeed.