A/N just a brief setup...Emma grew up with her parents in the Enchanted Forest and never met Neal. Killian never met Milah. This is essentially Captain Duckling, only Killian is new to piracy.

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She had been told to run, to run far, far away. She remembers her mother's words as if she had only just spoken them.

"Leave, Emma. Run! Get yourself to safety...you're our only hope...I'll send word when it's safe for you to return."

So she packed a small rucksack and ran as fast as her legs could take her, only stopping when completely necessary. After running for days, she allowed herself to sleep in the comfort of an inn. She found a port city she had no recollection of and searched for a place to rest. When she entered the tavern, The Wandering Swan, she had only expected to stay for a meal and a few drinks. But when she saw the help wanted sign and Red's kind smile, she couldn't help but stay. She decided: five years, she'll make some money, get some allies, and she will go back home to save her kingdom.

She was kept busy in The Wandering Swan, so days turned to weeks, weeks to months, and months into years. Every day she worried about her family and her kingdom, but she had no power to help them and resigned to work until she came up with a plan.

The five years were coming to an end, however, and she didn't know where to start. "We got another one, Emma." Red nodded toward the door, as a new crew of pirates made their way into the tavern. Emma sighed; this was going to be another long night for her and Red. "Split up?" Red asked, and they each headed to a different table.

"What can I get you boys?" Emma tried to sound as pleasant as possible.

"A night with you will do," one of the vile men called.

"Me first," another one spoke.

A calm, lilting voice from the end of the table spoke before another proposition could be made. "Just some mead for the lads, love." Emma nodded sharply, not looking at the men but heading back to get their drinks. When she returned, she handed out the tankards to each of the men, trying not to pay attention to their advances. As she was about to give out the last cup, one of them grabbed her butt. Her eyes narrowed, but instead of ignoring it like she often tried to do, she poured the last tankard over his head and then hit the man over the head with her tray.

"Ow!" He cried. "You whore." He spat. Emma didn't hesitate; no man would call her a whore and live to tell the tale. She slammed his head against the table, knowing full and well that she just knocked him out. She wiped her hand on her apron and turned to return to the bar without looking behind her, Red giving her a thumbs up on her way back.

~CSCSCSCS~

She was wiping down the bar when one of them approached her hours later. It was the man who interrupted the men's advances, the one she had assumed to be the captain. "Can I help you?" She inquired, trying not to sound irritated, but failing.

"I just wanted to say well done, back there. He certainly deserved it." She looked up to see deep ocean eyes and messy dark hair. It was the first time Emma truly looked at him and god, was he gorgeous.

Emma snapped herself out of it, moving to wipe down the bar. "I do what I have to," she stated plainly.

"I'd like to apologize for my crewmembers. They've been cooped up for a while, and the only nice thing to look is me, and somehow that doesn't seem to satisfy them." She couldn't help but roll her eyes at his words.

"Since when did pirates become gentlemen?"

"Oh, I'm always a gentleman." He replied, mocking offence.

"Well thank you for being a gentleman, Captain…?"

"Jones. Captain Killian Jones at your service, milady." He bowed slightly, smirking again. "And you are?" He inquired, raising an eyebrow.

"Emma Swan." She tried not to smile when she said it. She gave herself the name 'Swan' when she decided to stay years ago.

"Swan, how fitting." he commented, more to himself than to her, and then added, "I don't suppose you'd...fancy a drink?"

"With you?" She raised an eyebrow.

"Why, yes. To apologize properly, of course. A drink, that's all." He raised his hands in defense. Emma sighed, then, to her own surprise, nodded.

She looked around, her eyes finding Red who had been watching the two of them. Her friend nodded excitedly, silently encouraging Emma to go for it. "It's about time for my break, just let me finish wiping down the counter." It was very unlike her to agree to have a drink with someone she had only just met, and she knew it. She didn't quite understand why she was doing it, but she tried to ignore her every nerve screaming run, and to just enjoy herself for once.

She grabbed two tankards of mead and followed the pirate to a table in a mostly deserted corner of the room. They sat together and fell into easy conversation.

Emma's curiosity sparked when it came to this man. She saw a lot hidden behind his ocean eyes, and wanted to know more. "How long have you been a pirate?"

"Almost five years now," He answered, sipping his drink.

The timing shocked her. "Really?"

He raised a curious eyebrow. "Does that surprise you?"

"I've lived here just about that long," she told him.

"And before that?"

Emma looked down at her drink, tracing small circles on the metal and trying not to reveal anything. "Home," she said simply.

He leaned forward, obviously intrigued. "And where is home?"

"Far away. I had to…" She paused, "I ran." She was shocked at her own words. What about this man made it so easy for her to tell him things that she wouldn't tell anyone else?

"I see." Their eyes met for a moment, before he looked down.

She took his silence as an opportunity to change the subject away from herself. "How long are you in port?"

"Not sure yet, maybe a few days...could be longer." He said vaguely, a smile ghosting his lips.

She grinned. "Well, if you find yourself in need of another drink, you know where to find me."

"Aye, love, that I do."

~CSCSCSCS~

She was surprised to see him the following evening. She was under the impression that pirates didn't make port for very long, especially not a certain Captain Jones. She didn't give him a chance to approach her throughout the evening, busying herself with customers or sending Red to cover her.

She didn't want to give anymore of herself to this man. It was dangerous and she knew it. But she couldn't help but watch him throughout her shift, noticing how he avoided the advances of whores, and how he would stare at her when he was sure she wasn't looking, even though she certainly was.

That's why she was so startled when he left abruptly into the storm outside. She had been helping a man at the bar, just getting him another rum, when, out of the corner of her eye, he got up and left the tavern.

She ignored the customer demanding her attention, threw her rag on the counter and followed him before she even realized herself.

Emma knew it was raining; she could hear it hitting the roof from inside the tavern. The heavy rain pounded on the roads, making it harder to see though the dark. It was freezing, but she ignored it and went on. She barely made it down the street before she heard someone call to her. "Emma!" He yelled over the sound of the rain. "What are you doing out here?" Killian said as he approached her.

"I-" She had lost all of her words. "I don't know." He took her hand, more gently than she expected from his calloused fingers, leading her into an alleyway that provided some coverage. Not much, but some.

"Bloody hell, woman. Are you trying to get sick?" All she could do was shake her head, not even remembering how to form sentences. The things this man did to her. Noticing she had only her thin fabric dress to keep her warm, he took of his long leather jacket and draped it over her shoulders.

She grabbed his arm before he could fully pull it away. And she took a chance. "I can't get you out of my head." She murmured.

The sarcastic innuendo-loving pirate was gone when he said, "you seem to have bewitched me as well, love." The honesty in his eyes was what startled her, revealing the man he was before he became captain, the man he still was underneath all the pirate bravado.

Suddenly, her back was against the wall and he was against her, their bodies crashing together. His lips found hers, his hand twisting in her golden locks. She deepened the kiss, wrapping both arms around his neck and pulling herself closer to him.

It was one of those kisses. An epic kiss, a kiss that would go down in history. It was magical, and they both knew it. The pure hunger and desire and passion that ignited upon touch was mesmerising.

They were eventually forced to part by the human requirement for oxygen. Their foreheads touched as they breathed the same air to catch their breath. Their separation didn't last long, in fact mere seconds after parting for the first time, their lips met once more.

They only stopped when they noticed the rain had let up, seemingly regaining some semblance of self control. "We should get you back inside, love." He murmured, and even in the dark she could tell that his lips were swollen and his cheeks were flushed. She imagined that she looked quite the same.

Emma let him lead her back inside, where the tavern life had died down more than she expected, many of its patrons vacating to their homes or their rooms at the inn for the night. No one noticed them when they entered, well, no one except for Red, of course. She winked at Emma, which caused Emma's cheeks to flush a bit more.

She returned Killian's coat to him, trying not to think about Red's knowing glances. After only a moment, Red gave up her glances and decided to come over to the pair who had found themselves at the bar. "Really slacking today, aren't you?" Red's words startled Emma, who may or may not have almost fallen off of the barstool.

"I'm so-"

Red didn't let her finish. "Only joking, Emma. You've been working harder than anyone for nearly five years. You're allowed to slack off once in a while. Especially when it's with someone so…" Red looked Killian up and down for effect.

"Red!" Emma smacked her friend's arm before she could complete that sentence. Killian just laughed at the two, loving to see Emma so flustered.

"I'll get back to work right now," Emma said.

"You'll do no such thing." Red replied firmly. "Your shift was almost over anyway, and seeing as it's died down already and you've got yourself some very handsome company, you have the rest of the night off." And with that, Red turned on her heel and went back to the bar, leaving Emma gaping.

"Well, love, seeing as your schedule seems to have freed up nicely, would you like to have another drink with me?"

And so that's how the two spend the rest of their evening (and maybe some of the morning, too). They drank and talked about everything and nothing for hours. And maybe, just maybe, Emma was finally allowing herself to have some fun and even perhaps forget about the kingdom and the war and her daunting task.