A/N: The title is taken from the song "Head Over Feet" by Alanis Morissette which is honestly such a CS song I couldn't believe it at first

Killian looked at himself in the mirror one last time before running his hand through his hair in frustration. He felt stupid getting this worked up and nervous about a party at his friend Victor Whale's house but it was the first time being back in Storybrooke since he had left for college in August and he definitely wasn't the same scrawny and awkward geek as he once was. His roommate Robin went to the gym 3 times a week and it wasn't long before Killian started going too. He swapped out his usual thick rimmed glasses for contacts. Another friend Jefferson had introduced him to skinny jeans and waist coats and eyeliner and made Killian donate a collection of ill fitting baggy shirts and jeans. Killian had even found out he was quite good at beer pong and instead of hanging around the edges of parties like he used to, he now found himself thrust into the life of the party. Killian found himself with a newfound confidence thanks to his new friends (the multiple phone numbers of pretty girls and even a few guys pressed into his hands and pockets at the end of every party didn't hurt either) and he was ready to surprise some old classmates with how much he's changed. Namely one classmate, Emma Swan, his best friend's foster sister who he might have been in love with since he was 14 and she was 13 and just moved in with David and his mother.

"Don't you have a party to get to Little Brother?" his older brother asked as he leaned on the door jam to Killian's room.

"I'm almost ready and really would it kill you to call me 'younger brother' or even my name?" Killian said as he stuffed his arms through the sleeves of his leather jacket, one of the few things Jefferson had let him keep.

"Hey it could be worse, I could call you 'Killy' so the way I see it you're getting off much easier with me calling you Little Brother," Liam reached out and tried to ruffle Killian's hair but Killian was able to duck under his arm and ran out into the hallway.

"Oh sod off," Killian grumbled, "I'll see you later."

"Have fun Little Brother," Liam laughed.

"Jones is that you?" Victor did a double take as Killian strode into the party.

"Yeah," Killian felt a blush rise on his cheeks that had nothing to do with the cold winter weather, it still took some getting used to when people commented on his looks.

"Looking good man, there's a keg out back on the deck and in the kitchen there's some harder stuff. Good to see you again," Victor nodded and clapped him on the shoulder. Killian walked deeper into the house when he heard someone shout his name and then was almost knocked over as someone came barrelling into him.

"Nice to see you too Dave," he chuckled once he realized who had practically tackled him and thumped him on the back in return. He could tell David was already pretty drunk, the guy got very affectionate and cuddly when he drank.

"It took me a second to recognize you, music school looks good on you buddy," David said taking a step back and giving Killian a once over.

"Thanks, how're things with you? How's UMaine?" Killian asked.

"Great, which reminds me I want you to meet someone!" David waved over a petite girl with short black hair and a kind smile. "Killian this is Mary Margaret, Mary Margaret this is Killian."
"Nice to meet you, David's told me so much about you," she said warmly and held out her hand to shake.

"Pleasure to meet you, I've heard a lot about you as well," he smiled at her. They stood and talked for a few minutes but Killian couldn't help himself from scanning the room and turning whenever the door opened. He noted that his and David's and Mary Margaret's drinks were all empty and offered to go get everyone refills. He picked his way through the kitchen, still keeping an eye out for Emma; if her own brother was here then she had to be around her somewhere. Killian slid open the sliding back door to refill both his and Dave's beers when he finally found Emma, only she was currently in what looked to be a deeply passionate kiss with none other than Neal Cassidy. Killian stood in shock for a second before coming to his senses and hurrying back inside, he was going to need something stronger now that he had this to contend with.

He poured a generous amount of rum into his cup, completely forgetting David and Mary Margaret's and walked trance like into the living room where he had left them.

"You okay man?" David said as Killian approached.

"Yeah I'm fine, I just ran into Emma outside," Killian tried to seem nonchalant as he took a sip from his drink.

"Oh yeah, she brought her boyfriend with her. They've been so gross and mushy together ever since I got home from school." David rolled his eyes, clearly not impressed by his sister's choice in romantic partner. "I'll go grab our drinks don't worry about it." He kissed Mary Margaret on the cheek before making his way back to the kitchen.

Killian stared at the bottom of his cup, so this wasn't a recent development then. And she was clearly very happy with her new found relationship; it would be incredibly bad form to swoop in and try to seduce her now.

"You like David's sister don't you?" Mary Margaret asked him. Killian looked up, had he been that obvious? "You seem more heartbroken than grossed out about her having a new boyfriend."

"It's nothing, just caught me off guard. Not everyday you accidentally walk in on your best mate's sister sucking the lips off of someone," he tried not to sound too bitter. It wasn't Emma's responsibility to stay single and wait for him to get up the courage to ask her out, especially when she didn't know about his feelings for her.

"Yeah, she's told me a little bit about him. She seems really happy, but David doesn't really like him. I thought at first that David was being overprotective but I don't know, something seems off about him," Mary Margaret furrowed her brow. She wasn't wrong about him though, Killian knew very well about Neal's antics. How he could do basically anything he wanted and his father would either turn a blind eye or throw money at a problem until it went away. Everyone from Killian and David's high school knew about the time Neal had gotten too drunk and vandalized a fast food restaurant or how he would smoke pot behind the science building of the school. Neal Cassidy had the privilege to be as reckless as he wanted, knowing that nothing could touch him.

"If she's happy and he's treating her right then we have to respect that I suppose," he shrugged and downed the rest of his drink. David chose that moment to reappear, drinks in hand, followed by Emma. He couldn't help that his stomach did a little flip when he saw the way her face lit up when she saw him, and he was pretty sure his heart would beat out of his chest when she surprised him and threw her arms around him.

"Long time no see!" she slurred, clearly more than a little drunk which would explain the hug.

"Good to see you too Swan," he couldn't help but smile at her.

"You've changed since you've been gone," she said, stepping back to take it all in, "I almost didn't recognize you!"

"I could say the same for you, the last time I saw you you were in your duck pajamas and yelling at me and David for not getting you take out from Granny's."

"What? I needed onion rings and a grilled cheese," Emma shrugged. Killian chuckled, taking in her hazy but happy eyes and the flush on her cheeks to tuck away in his memory. They were all distracted as a loud cheer rang out from the other side of the room, it appeared that Victor and Ruby had won another round of beer pong.

"Who's going to lose to us next?" Ruby called, surveying the room for new players.

"Ugh she is going to be so annoying if they win again," Emma whined.

"What do you say Dave? Why don't we give them a run for their money?" Killian cocked an eyebrow over at David.

"I'm game," David said and then downed the rest of his beer. "Bring it on Lucas!"

"Alright nerds it's on!" Ruby tossed the ping pong ball in their direction and they set up the cups. They flipped a coin to see who would go first, Ruby and Victor would go first. Ruby made a shot into the back corner cup, she gave them a challenging smile. Killian knew it was going to be one of the toughest games he had ever played, he rolled the ball between his fingers as David chugged the cup of beer it had landed in. Killian took a deep breath and called a bounce shot off the wall next to them. Ruby and Victor rolled their eyes at each other, clearly not expecting him to make it; that look changed when Killian sank the ball into the center cup.

"I believe that means that you take two drinks," Killian said smugly. As the game continued on a crowd formed around the table, bets were made, taunts were thrown, and more than a little beer was spilled on the floor as people cheered rambunctiously. Killian couldn't help but notice that instead of being with Neal, Emma had chosen to stand by his side and cheer him on. Come to think of it, Killian hadn't seen Neal since he walked in on them on the patio.

Killian shook himself slightly, getting his head back in the game. If he made this shot he and David would win despite Ruby and Victor still having two cups in front of them. His tongue stuck between his teeth he called another bounce shot and tossed the ball. It bounced off the wall, up to the chandelier hanging over the table, and landed in the cup right in front of Victor. Before Killian could even register that he had just won, a loud round of cheers rang up from the crowd and David had picked him up in a big bear hug in celebration.

"Put me down!" he demanded threw his laughter, holding on for dear life as David swung him back and forth. David finally put him down once he spotted Mary Margaret, he deposited Killian right in front of Emma before running off to his girlfriend.

"You won," she looked genuinely impressed.

"It wasn't that big of a deal," Killian shrugged, trying to be nonchalant.

"Yes it is, that last shot will be legendary. Freshmen will hear all about how resident nerd Killian Jones went off the college and got all cool and hot and good at beer pong," she rambled.

"What was that Swan?" he swayed towards her, feeling the effects of all the alcohol, their noses almost touching. He saw Emma's eyes drop down to his lips and he remembered that she had a boyfriend, one that she was happy with, and what he was doing was extremely bad form. Killian sighed and took a step back from her, his hand flying up to scratch behind his ear.

"I-I should probably go find Neal," Emma said, her eyes becoming fixated on the floor.

"Aye, I'll see you around?" Killian nodded and started walking away. He could feel the other affects his drinking for the night were having, especially on his bladder. There was an astronomically long line in front of the downstairs bathroom, he snuck his way upstairs to try to find another bathroom. He started opening doors at random, figuring he'll come across one eventually. He accidentally came across a room that was occupied by a canoodling couple.

"Oh sorry," he said going to quickly shut the door.

"Hey man, can't you see we're busy?" the guy said, he turned to glare at Killian. Killian couldn't believe it when he saw that it was Neal on top of a girl who was clearly not Emma. He leaned against the wall at the end of the wall trying to figure out what to do; he needed to talk to David, no he should tell Emma, no he just really needed another drink. Running a hand through his hair Killian ran down the stairs to get to the kitchen when he ran into David.

"I need to talk to you," he grabbed David's shoulder and turning him so he was facing Killian, "He's cheating on her."

"What's up?"

"He's cheating on her, Neal is upstairs hooking up with someone-"

"Neal's what?" Killian turned to see Emma's devastated face.

"Swan," he tried to find the right words, but what could he say?

"I can't believe- I need to go," Emma stuttered out before turning and pushing her way through the crowd.

"Go, she's going to need someone other than her brother right now. Make sure she gets home safe," David said gently pushing Killian in her direction. Killian nodded before trying to catch up with her, he burst through the front door and found her walking down the street.

"SWAN!" he called out before running to her.

"Don't, I don't want to be around anyone right now," she sniffed before walking faster.

"At least let me walk you home," Killian tried to reason with her.

"I can walk myself," she said before stumbling over the uneven pavement.

"Emma you're drunk and upset, just let me walk you to your street," Killian pleaded.

"Fine," she threw up her hands and started walking again, "But I don't want to talk about it."

"Fine with me," Killian said falling into step with her, "Are you cold?" he asked noticing that she was shivering in the cold December air.

"I left my coat at the party, but I'll be fine," Emma waved him off but that didn't stop him from shrugging out of his jacket and offering it to her.

"You've had a rough night, you shouldn't have to freeze to death too," he smiled softly at her. She looked down at the jacket for a moment before snatching it from his grasp and stuffing her arms through the sleeves. Killian took a hesitant step forward to pull her hair out from under the jacket.

"Thank you," she said softly looking up in his eyes.

"Your welcome," he whispered unable to tear his eyes away from hers. She suddenly leaned forward on tiptoe and pressed her lips to his in a hungry and desperate kiss. Killian almost lost himself in the kiss but a voice in the back of his head was screaming that this was all wrong. She was drunk and heartbroken and he was taking advantage of that by continuing to kiss her. He broke the kiss, his hands on her shoulders gently pushing her away.

"Emma no, not like this," he shook his head. Emma looked down at her feet before running off in the direction of her house. "Wait!" he shouted running after her and reaching for her elbow.

"No! I'm tired of people leaving, of not wanting me, of making me feel like I'm not good enough!" she shouted wrenching her arm out of his reach.

"Leave you? Emma what are you talking about?" Killian asked.

"Everybody leaves, my birth parents, Neal, you and David," tears streamed down her face.

"Emma, David and I didn't leave you," Killian tried to calm her down.

"Yes you did, you two just left and suddenly I didn't have anyone here," she cried, "David had his new girlfriend and you're practically this whole new person with new friends. Where does that leave me?"

"Emma-" Killian started.

"Forget it, I can walk home from here by myself," she turned on her heel and walked off into the night. Killian sighed before turning and walking back to his house, hoping that Liam was already in bed.

He had no such luck when he opened the door and found Liam on the couch in the living room watching something on TV.

"Hey how did it go?" he asked. Killian ignored him and went straight to his bedroom, slamming the door behind him. Falling face first into his pillow Killian groaned as he thought about just how badly the night had gone, how he had wanted it to go, and how Emma's lips felt pressed against his.

He awoke to the sound of someone knocking on his door, he groaned as he pushed himself into a sitting position and noticed that he had fallen asleep still in his clothes from the night before.

"Killian you have a visitor," Liam's voice said from behind the door. Killian grunted to let Liam know he was awake, scrubbing his hand over his face in an effort to wake up. He looked up to see Emma standing in his doorway.

"Hi,"she said nervously running a hand through her hair.

"Hey," he breathed, still not quite sure if what he was seeing was real.

"I just wanted to come by and say I'm sorry about last night, for blowing up at you the way I did. I was just angry and upset and hurt and I took it out on you."

"It's no problem Swan," he shrugged.

"And I broke up with Neal," she blurted out.

"You were too good for him," Killian said frankly, "Too good for most people in this town."

"That's not true, some people are good enough. Some people were always good enough," she whispered.

Killian looked up, his eyes searching her face but all he found was sincerity, "What do you mean Swan?"

"Why did you change so much?" she asked, avoiding his question.

"It just seemed about time for a change," he scratched behind the ear. It was a lie, it was for her, all for her.

"Killian…"

"I-I wanted to be someone worthy of you Swan; someone who had confidence, someone who was cool, someone who-" he was cut off when he felt her lips on his cheek, Killian turned to stare at her.

"You didn't need to change, after everything that we've been through I couldn't help but fall for you. Just the way you always were; kind and generous and braver than you give yourself credit for. It just took until last night for me to finally see it," Emma confessed. Killian couldn't stop himself from properly kissing her, her soft lips welcoming his in a kiss that was soft and warm and left Killian's toes curling.

"So I had already won you over, even without the tight pants and eyeliner" he chuckled as they broke apart. She made an unladylike snort of laughter before punching him lightly in the arm.

"Don't push it and I will say the eyeliner was a pretty good addition," she smirked before pulling him in for another kiss; the first of several more to come.