My favorite season of OUaT is Season 3, and I really love the last two episodes of Season 3, aka the CS movie. I love the scenes where Emma interacts with Hook from the past. Every time I watch those scenes, I wish I could be in her head. So, here is my take on Emma's thoughts during her dalliance with Time Portal Hook.

Disclaimer: I own nothing. I am just borrowing these characters and settings. Lines from the show are bold.

-/-

"There I am," Killian said pointing at his former self. "Rather dashing, don't you think?"

Emma looked at Killian in front of her and Killian across the room. She needed to find a way to keep the difference straight in her head. She decided that she would refer to her pirate as Killian and the other as Hook.

"Is this even a good idea?" she said. "What about preserving the future?"

"It will be fine. Given what I'm drinking, if I remember anything, I'll simply blame the rum. Just make sure that I- he remains occupied and doesn't return to my ship. I'll take care of the rest."

Emma turned his words over in her mind. She couldn't deny the attraction she felt to Killian, though she was working hard to keep herself from acting on it. She suddenly had an idea that would keep Hook occupied and also help her express her urges without any needless romantic entanglements. She removed her cloak and began adjusting her corset.

"What a...what are you doing?!" Killian suddenly asked, not even trying to hide the outrage in his voice.

"Making sure he stays occupied," she said. "Shouldn't be difficult. You and I both know, I'm his type." She stood up to walk over to Hook. Killian grabbed her arm to stop her before she wandered too far.

"Swan," he said with a caring tone, "that man sitting there...you don't know him. Just be careful."

"If I didn't know any better, I'd say you were jealous," Emma said with a smirk.

Killian gave her the tiniest of nods and looked down, storming out of the tavern. Emma took a deep breath to steel herself and walked toward the table where Hook was playing dice. She leaned over the table, making sure her breasts were on full display, and made direct eye contact with the pirate as she said "What are you boys playing?"

Hook stared up at her with lust in his eyes, his mouth agape. He invited her to have a seat next to him, moving aside the woman who was currently hanging on his arm. Emma couldn't stop the small feeling of triumph as the woman moved away from her pirate.

No. He wasn't her pirate. Her pirate was currently working to help fix her mistake. This man was Hook and had no concern beyond his vengeance and his self preservation. But damn if his gaze didn't stir the same longings within her. She settled next to him as he ordered another round for the table and showed her the game they were playing.

The game did not last much longer, as Emma turned on all her charm for Hook. He quickly decided they needed to retreat to a more secluded spot. He procured a bottle of rum and two small tankards before steering her to a spot in the corner. She sat with her back to the wall and he straddled the bench in front of her. He had effectively pinned her there. He poured the rum into the tankards and handed one to her.

"A toast," he said. "To the most beautiful woman in this tavern." He lifted his cup and she did the same, downing the rum in one sip. It was very strong. Apparently there was no such thing as alcohol-by-volume restrictions in the Enchanted Forest. She managed to keep her face from showing just how much the rum was affecting her. She would need to pace herself.

"So," he began again, "what brings a lovely lass such as yourself to a place like this?"

"I heard that a certain, roguishly handsome, pirate might be in attendance."

"Oh, is that so?" He asked as he raised an eyebrow.

"Yes," she said, leaning in seductively. She lowered her voice to a near whisper and said "have you seen him?"

He smirked and leaned in, closing the gap between them. "He's right here, love."

Emma smile coyly and leaned back. She filled their tankards once more and handed him one. They clinked the cups together in another toast and drank. Placing hers on the table, Emma looked at him once more.

"I have a confession to make."

"Most women do," he said with only a slight lilt betraying his inebriation.

She picked up his left forearm. "I want to know…" she began, sensually rubbing the back of her hand along his hook. "How you got the hook. You hear so many stories."

"So you know who I am and yet you haven't even told me your name."

"What fun would that be?"

"We're just two ships passing in the night, then?"

"Passing closely, I hope."

"Speaking of ships," he said, preparing to stand up, "what say we leave this place and I'll show you mine?"

Emma placed her hand on his thigh to still his movement. "Wait," she said, staring at him with hooded eyes. "Why don't we have a few drinks first?"

Emma handed Hook a refilled tankard and poured herself another. The both drank deeply, Hook out of habit, and Emma in an attempt to gather her courage.

Hook stared at her again. His blue eyes were full of desire, but she saw none of the adoration that Killian normally displayed. Only pure, unadulterated lust.

Hook took a strand of her hair in hand and played with it idly. "You are quite the brazen lass, aren't you?"

"I just know what I want."

Emma felt if she drank any more, she wouldn't be able to resist his advances. She refilled their cups again and handed him one. They toasted again, and as Hook drank, Emma quickly tossed hers over her shoulder and mimed drinking.

"If I didn't know any better, I'd say you were trying to get me drunk, which is usually my tactic."

"What's wrong Captain? Can't hold your rum?"

"No, not only can I hold it, but I can carry right out the door. Let's say we set sail?" Hook leaned in and spoke his last words in a breathy tone, his mouth mere inches from hers.

Standing up and looking down at Emma, Hook said "Come back with me for a nightcap. Or shall I find someone else?"

Emma looked up at Hook and could not keep the want out of her gaze. But she also felt uncertainty. This was what she wanted, right? A no strings attached affair with the man who she couldn't get out of her head. But he wasn't that man. This was not Killian Jones, reformed villain trying to be a better man and do the right thing. This was Captain Hook, a dangerous pirate hell bent on getting his revenge.

Hook stepped over the bench and turned to walk away. Emma stood quickly and grabbed his arm. "Wait," she said. "I would love to see your ship. Let me just get my cloak."

She grabbed her cloak from the table she'd left it at and covered herself. Hook extended his arm and she threaded hers through as they walked out of the tavern.

The tavern was a waterfront establishment, and the walk to the Jolly Roger took mere minutes. Emma was scrambling for ideas on how to stall further. Desperate, she pretended to trip and cried out.

"Oh! I think I should rest for a moment."

Hook was unfazed. "Oh, no need. No, no need. I've carried rum barrels bigger than you!" he said as he picked her up in his arms.

Emma giggled nervously as he carried her. She noticed a figure walking by, and recognized her mother. Feeling secure that Killian had succeeded, she said "Actually, I feel much better."

Hook either didn't hear her or chose to ignore her as he walked toward the gangplank, still carrying her. "Behold!" he said. "The Rolly Joger!"

Emma would have burst into giggles then, if not for Smee noticing them and calling out.

"Cap'n!" Smee said in bewilderment. "H-how did you…" I...I thought you were still below deck? And why does your vest keep changing?"

Emma realized that Killian must still be on the ship. She had to get to him and help him escape. Hook had set her down, and she turned to him then and pressed her body close.

"I...seem to remember a nightcap was promised," she said. "Find one, and I'll be waiting." She stepped backwards from the gangplank and onto the deck. Hook's lips followed her, not quite closing the kiss, and she let out a seductive giggle.

She heard Hook telling Smee to make himself scarce. As she headed for the ladder leading the Captain's quarters. She prayed that Hook would be too drunk to ask how she knew where to go.

As she descended the ladder, she turned and saw Killian.

"What are you doing here?" She couldn't prevent the anxious tone in which she said those words.

Killian looked affronted. "I could ask the same of you! I thought I told you to keep him occupied."

"I am," Emma replied simply. However, now that she was back in the presence of the man she truly wanted, she was seriously doubting her plan.

"By taking him back to my ship?"

"His ship!"

"You know what I mean…"

"I stalled as long as I could. I thought you'd be gone by now. I'll try to keep him above deck so you can get out of here." Her words were rushed as she felt shame creeping up along with her anxiety.

She turned to climb back up, but at that moment, Hook began sauntering down the ladder.

"And where might be going?" he asked, and his voice was pure sex. "I do hope you're not having second thoughts."

She was, in fact, having second thoughts, but she couldn't tell him that. Instead she said "no, I just got tired of waiting" and pulled him in for a kiss.

The kiss was arousing, but contained none of the tender emotion she'd remembered from the kiss they shared on Neverland. Had she never met Killian, Emma might be more able to let herself go and enjoy the obvious passion Hook felt for her. But she couldn't stop herself from comparing to their prior kiss, and finding this occasion sorely lacking.

She opened her eyes and saw Killian watching with a pained look. At the same time, she felt the evidence of Hook's arousal press against her thigh. She had to figure out a way to get out of here, but she needed Killian to go first.

She broke the kiss and pulled the lapels on Hook's leather duster.

"Apologies," he said. "A woman as beautiful as you deserves my full, and prompt, attention."

Emma giggled and began pulling him backward toward the bed to give Killian some clearance. She was quickly formulating a plan to give him some quick satisfaction before she made her own escape. She never got the chance to put that plan into motion, however, because at that moment, she saw Killian grab his alter ego's shoulder with his hook. Killian spun Hook around and hit him squarely in the jaw, knocking Hook out.

"Are you kidding me?!" Emma yelled. "How is that not gonna have consequences?"

"He was asking for it. And, like I said, he'll blame the rum. Now, let's get out of here."

Emma glanced down at Hook one last time, and quickly moved to the stairs.

-/-

Two weeks later, Emma had her first date with Killian. And they were dealing with yet another crisis in Storybrooke, this time thanks to an Ice Queen. Emma still had trouble dealing with the crazy things that happened in her life, but she was taking Killian's advice and enjoying a quiet moment.

After their dinner, they walked along the docks and talked. The conversation eventually came to their adventures in the past.

"I thought I could use him, you know," Emma said looking at Killian. "Hook, I mean. I thought I could express my feelings toward you with him and get them out of my system."

"Did you?" Killian asked simply.

"No," she said. "He wasn't you. He didn't look at me the same way. And his kiss held no emotion. I could feel how he saw me as just a bar wench, and I couldn't help but compare that to how I knew you saw me."

"And how do I see you?"

"You see me as strong, and capable, and passionate, and deserving. You never doubt me."

He merely looked at her, and his deep blue eyes seemed to bore a hole to her soul.

"I've never had that, Killian. Someone who always believes in me and supports me. It's a little difficult to get used to."

"Don't worry, love. I will gladly be patient with you as you do."

Emma kissed him then. She thought of her empty kisses with Hook and called herself an idiot for ever believing that he could satisfy the cravings she felt for Killian. She wasn't ready to admit it yet, but she knew there was more here than just a mutual attraction. And the first time in a long time, she wasn't afraid to see where that led.