A/N: So here's the start of my latest creation. I'm back a little earlier than expected but I got all moved in an am bored waiting for university to start again. I hope you all like this story as it is different than my other two AUs. But I thought it was time for a change and that this would be an interesting challenge. Let me know what you think! Thanks!

Disclaimer: All aspects of Once Upon A Time belong to ABC and the show's creators Adam and Eddie.

The pub was bustling and alive with sailors, a stark contrast to the stale smell and dirty floors of the establishment. One would think a popular pub would have the money for soap but apparently not. The floors were sticky with spilt ale and the occasional blood splatter and the windows were so liberally streaked with salt spray that even had it been daytime they still would have allowed no light to pass through. Emma leaned back in her chair and watched her surroundings, tongue making a slow circuit across the front of her teeth in time with the finger she ran around the rim of her metal mug.

Several of her men were by the bar drinking their fill of rum. They were loud but harmless. She trusted them not to do anything that would upset her. Emma's first mate, David, along with the other members of her inner circle, sat around a table a few feet away from the small one she occupied. Every once and a while Robin, her second mate and primary navigator, would glance towards Emma, who sat alone, to make sure she was fine. She couldn't fault his protective side, even if she didn't need his protection. She was a better fighter, well at least on the water. On land there wasn't anyone better than Robin, his aim with his bow tried and true but on a ship, where that type of weapon didn't exactly fit in, Emma ruled.

Her ship, The Merciless Swan, a rather dramatic name that she had come up with in the heat of the moment, was docked in the little port town for the night so stocks could be replenished and their goods sold. The pay her crew had gotten from selling the bolts of silk and wine they'd taken from a smaller band of pirates earlier that week would keep the men happy for the foreseeable future. Even if the men were out on the water with no place to spend their gold a full pocket did much to bolster spirits. A night on dry land, especially after pay day, meant a night in the pub for her men which was why Emma had found herself tucked in the corner of The Hidden Treasure Chest, nursing a mug of ale while she kept watch. Because it wasn't her men she worried about.

The door to the pub was thrown open and a boisterous crew entered. Emma's hand slipped off the table and to her waist where her cutlass hung. This was what she worried about. It was a crew she was unfamiliar with which made her nervous. If she didn't know them then they might not know her. The crew had an odd look to them, a little too well groomed to have been pirating for very long. Even Emma's crew looked harder and she always made sure to give them what they needed. So a new crew. Probably commandeered and now coming to drink away the nervousness that came from being a pirate when it wasn't exactly an approved off job. The men crowded the bar, some speaking to her crew but no aggressive acts were exchanged. She let out a small sigh of relief.

From the corner of her eye Emma saw Robin and David both stand and turn to face her. Emma motioned for them to sit down again with a slow flick of her finger, not even turning from her observations. Emma understood why they were wary of this new crew and Emma's position by herself. Apart from the serving girls she was the only woman in the establishment. It wasn't exactly a safe place for women to venture alone but most women weren't armed the way Emma was. Emma had been at this long enough, hell she'd even been stolen from a place just like this years ago, to know what to prepare for.

Last to enter the bar was the captain, or at least Emma assumed that was his position. There was a cocky swagger to his movements but his movements slurred just enough to make her think that he was as new to rum and pirating as his men. Emma had seen many drink away the pain that turned them into outlaws. She knew the signs even though this man seemed to hide them well. The man was dressed all in black, lean body fit into leather pants and a cotton shirt with a leather vest buckled over it. Dark and shaggy hair and eyes the colour of shallow cold water gave him a handsome appearance. The new crew parted ways for him as he ambled to the bar and ordered rum.

David stood and moved behind the tables until he was positioned beside her in the shadows, leaning against the wall. The broadsword buckled around his hips tapped the wall as he settled himself. David was the only one of her men who fought with a broadsword instead of a cutlass and there was no one Emma would rather have with her in a fight than David.

"What do you think?" he asked in a hushed voice, watching the newcomers warily.

"What ship?" Emma asked in return, continuing to watch the way the captain interacted with his men. Despite the cockiness and confidence there was a timidness to his movements, almost as if he were second guessing his actions. Yes, that settled it; this man was not born into the pirating life. Of course, neither was Emma but she had a bit of a harder life on her side to cement her actions. She knew the world's underbelly well enough to navigate it on her own.

"The Jolly Roger. It came into port about an hour ago."

"Specs?"

"Old Navy Ship." Interesting.

"So we have a navy crew sailing under the crimson flag?"

"Looks like it." That could go one of two ways. Either they stick to the military regime they were used to and acted civilized or they tried too hard to be pirates and took on a ruthless persona, even unprovoked. "What do you want to do?" David asked, still standing behind her, casual, as if the two of them weren't actually having a serious conversation.

"Have the men back on the ship once their glasses are empty. I don't want them here if this new captain wishes to assert his dominance."

"And what are you going to do?" David asked, his voice now as wary as his eyes.

"I'm going to stick around for a little bit."

"I'll stay with you then."

Emma smiled at how quickly he was to offer his protection. She still wasn't used to that, even years after she'd taken over as captain. Too much of her life had been spent alone and at the mercy of those richer or stronger for it to be normal yet.

"I'll be fine, David, but if you insist on staying keep Whale with you and move back to your table. Send Robin with the crew to prepare for an early departure."

David nodded then walked back to his table. A few quick words were exchanged with Robin before her second mate pushed up from the table and moved towards the bar. Emma watched as he ducked around her crew, spreading the word. It wasn't long after that the men started trickling out of the pub in small groups. She'd have to dock at a livelier town next time to make it up to them for cutting their night short.

Emma took a sip of her warm ale as she watched the captain interact with his men. There was the respect built in from a well-established chain of command but it wasn't constant. It was as if they weren't sure how to address their captain now that he wasn't of military rank. Sometimes it was sir, other times captain. Whenever sir was used the captain would bark that it was Captain now and swallow another shot of rum.

She glanced towards David and Whale. They were playing some sort of dice game across the table. While Emma's head was turned the chair across from her was pulled out and someone thumped down. Emma whipped back around, hand going to her sword. She waved under the table for David to sit again when she saw who it was. She could handle this.

The captain of The Jolly Roger sat across from her. "Hello, love." There was a lilting quality to his voice that washed over Emma, the smoothness of it only aided by the rum that had turned his eyes glassy.

"I'm not your love," Emma replied calmly but firmly.

"Would you be if I gave you something shiny? A lady as lovely as you would look nice with some sparkle"

Emma leaned back in her chair and rolled her eyes. Emma saw right through the bravado. "Stop trying so hard, Captain. I'm not for hire."

The captain raised a brow, confused. "Will you go willingly then?"

Emma drew her knife and leaned across the table, pressing it to the skin under his jaw before he had time to react. "I told you to stop trying so hard," she hissed. She pulled back before his crew could see her threatening him and set her knife across her knees. She wanted to correct him, not start a brawl that she was clearly outnumbered in.

"Who are you?" the captain asked, eyes widening. The knife against his neck seemed to sober him up a bit. The man recognized the authoritative tone Emma used, had probably worked under one for years. Good, that might keep him alive while he learned the ropes.

"Captain of The Merciless Swan."

"You're a captain?" he asked, incredulous.

"A damn good one." Emma couldn't keep the pride from her voice. She'd worked hard for what she had, started as low a spot as was possible for someone to find themselves in. It was a miracle that she'd kept herself alive, let alone had something in such a cruel world. She might not have been an expert when it came to sailing but she knew how to operate in the world of pirating. Sailing was why she had David and Robin.

"Do you have a name, Captain?"

"Captain will do just fine."

"You're a secretive one lass, what are you hiding?"

"Wouldn't you like to know?" she replied, evasively.

"Perhaps I would." There was a genuine sincerity to his statement that clashed with the cocky persona that was being projected. It caught her off guard. Who was this person? A pirate or a gentleman?

Emma glared off his line of questions and scrabbled for control of the conversation again. "So, you captain a navy vessel?"

"I see you know your ships. It's Captain Jones, by the way."

Emma did know her navy ships. Had David not told her about his ship and she'd discovered it herself she still would have known it was military. Because for a long time she wished the boat she was trapped on would be caught by a navy vessel and she would be freed. She'd spent hours in the middle of the ocean, scanning the horizon for a royal flag. She never got her wish though. Neal had known how to evade capture better than anyone.

"Not many keep their ships recognizable as a member of the royal navy, Jones."

"No time to paint it. Other things to worry about."

"Like what turned you to pirating?"

Pain flashed across Jones's eyes. Emma was worried she'd one too far and he'd either leave or attack her but he just sat there, looking momentarily defeated. Emma pushed what was left of her alcohol towards him and he swallowed it in a big gulp. When he looked back up at Emma the pained look was gone replaced with a harsh anger.

"A corrupt king," he answered bitterly. "Yourself?"

"Life," Emma answered vaguely. The captain chuckled.

"So life handed you a ship and a crew?" She didn't like his insinuating tone. As if being given her ship was the only way she could have gotten it, couldn't have earned it.

"No. I took it. Same as you."

"And the crew listened to you?"

"I worked my way up to it. Not everyone comes with a built in hierarchy from the military."

"I have my crew's respect," he answered haughtily.

"Truly?" she knew she was pressing too hard but this man intrigued her. An ex-navy man now a pirate? Stealing his boat from the kingdom which suggested the change had been during a voyage. The bravery, and debatable stupidity, to leave a corrupt ruler. It was all very interesting.

"I freed them from an immoral king's charge."

"But what happens when their gratitude wears off? What happens when you're disrespected?" Emma leaned across the table at Jones, face inches from his when she spoke. This was one of her favourite ways to judge a man's character. All her crew got asked the same thing before she allowed them on board for the first time. "Have you ever had a taste of the cat?"

Jones's eyes widened again, as if he hadn't expected Emma to imply the need to beat his crew. Emma knew from the way he'd shivered that he'd never been hit by the nine tailed whip, never had his skin torn open by the leather knots. Lucky bastard.

"Have you?" he asked in return. Emma had to give him credit for not backing down from her proximity.

"Many times."

"You've been beaten? That's hardly good form."

Emma let out a harsh laugh. "It's hard to find good form among pirates, especially when it comes to their women."

"There's honour among thieves," Jones replied, almost desperately.

"Obviously you need to spend more time in the dregs of the world." Emma pushed herself back from the table and stood, adjusting her cutlass so it sat more comfortably. "I'll give you some advice my naïve captain; outrun if you're outgunned, don't think you can't be replaced when the novelty of your charge wears off and stay the hell away from my ship."

Emma turned and left the table. As she moved by David and Whale's table they rose as well, falling into position behind her. She felt Captain Jones's blue eyes burning a hole in her back as she left, David shutting the door with finality after them.

Emma wasn't sure why she'd given the other Captain those tips. There was something about him that struck her. Jones seemed to be a good man with a belief in honour. Emma hoped that he would keep that persona, where the idea of beating someone was abhorrent and a moral code ruled, no matter what the laws dictated. That was a hard outlook to keep in the world he had chosen to exist in. Emma had fought very hard to find honour and respect without going dark. She just hoped Jones would find the same success.