"Come on, Swan. I don't have a date. You don't have a date. What's the problem here?"

Emma's forehead slammed down onto her open pre-calc book, effectively wrinkling her notes and buying her a moment to reluctantly acquiesce the fact that if the last ten minutes were any indication, he wasn't going to give up until he had the answer he wanted.

Killian Jones. The bane of her existence. The Ferris Bueller to her inner Cameron Frye. He'd spent the last four years managing to become both her best friend and the most irritating one; something she reminded him of often. Including now as she lifted her head to glare at him.

"Jones, I have to study. My last final is today. Not all of us are shipping out to exotic lands unknown with the Navy after graduation on Sunday. I can't afford to lose any of my scholarships. Now kindly fuck off."

Killian laughed, no more offended by her salty language than he'd have been with flowery prose.

"Yes, well, some of us don't have the smarts," he tapped her forehead with one long finger, honed by regular guitar playing, "to do the college thing."

"Come on. If you weren't so determined to slack off, you could have had the grades to come with me." Emma busied herself with smoothing out her notes, swallowing around the lump in her throat at the idea Killian was leaving.

Leaving home. Leaving her.

Even though she'd given him no indication he would have been welcome to accompany her to Boston until it was safe. And safe, by Emma Swan's standards, meant after it was too late for him to say yes.

"Do you want me to go away, Swan?" He had a foot up on the bench of the opposite side of the picnic table their ragtag group had occupied in the quad since sophomore year, elbow balanced on his knee and chin in one hand as he stared her down. Through the years, the group had ebbed and flowed with new members and lost significant others, most recently Milah and Neal, hence Killian's newfound scramble to find himself a prom date. "Just say the word."

"Leave," she deadpanned.

He hopped up onto the table, lounging on his side, one long leg encased in black skinny jeans crossed over the other. Scuffed boots hung off the side of the table and the shirttails of his flannel – the one she'd given him for Christmas last year for Secret Santa and DID NOT buy because the blue matched his eyes – draped over her open textbook. His lower lip was poked out in a pout.

"That's not the word I was hoping to hear."

As usual, he was too close and too eager, and it was always too much.

And somehow not enough.

Emma knew the prom thing was as much for her benefit as his. Killian had been coaxing her out of her bubble for years and if she let herself admit it, his invitations and insistences that she accompany him to this dance and that game had resulted in some of the best and most memorable experiences of her high school career. And now, when he was waiting for her to say yes as patiently as Killian Jones waited for anything, she knew that he'd make it a night they'd both remember.

"Fine." She put some extra exasperated sigh on the word and laughed as he rolled off the table in excitement.

"Really?" His voice squeaked and he coughed to clear it. "I mean, really, Swan?" Her silent stare was the only answer he needed. "Right. Okay, I'll come pick you up at 6:00."

Emma watched as bounced on his toes, hands shoved in the pockets of his ever-present black leather jacket.

"Ugh, this means I'll have to go shopping." She could hide her look of disgust.

"Just go like that." Killian gestured at her and Emma looked down, surveying her go-to no muss, no fuss outfit.

"In boots, skinny jeans and a red leather jacket?"

He shrugged. "Why not? I like the red leather jacket. But if you want something else, I'm sure Mary Margaret and Ruby would love to get their hands on you and dress you up a like a doll."

"Oh, God," she grumbled. "If Mary Margaret had her way, I'd be showing up in a full-on Cinderella ball gown. And Ruby would make me look like Streetwalker Barbie."

Killian's eyes glazed over, undoubtedly picturing her in one of the skintight numbers Ruby preferred and she lobbed a crumpled sheet of notepaper at his face.

"Earth to Jones." She snapped her fingers. "I'm not going to prom dressed like a hooker."

A shit-eating grin complete with a tongue curling up over his lip confirmed what he'd been thinking. She waved one hand to dismiss him, pointing to her notes with the other. He bowed dramatically and tipped an imaginary hat.

"Milady. I will see you tomorrow at six and not a moment later."

"How about this one?"

Emma didn't even look up from the rack of dresses she was perusing.

"Nope."

"Emma, you didn't even look," Ruby whined.

"I don't have to look. I know it's six inches too short, a size too small and will show 75% more boob situation than I'd like." Still, Emma looked over the flashy red number and threw a hand up in exasperation. "Jesus, Ruby! Mary Margaret, can't you do something about her?"

A sweet face framed by a pixie cut popped out from a rack a few feet away. Mary Margaret's legs were completely swallowed by tulle, satin and sequins, indicating she'd found the ball gowns, and Emma had to fight to not pinch the bridge of her nose in exasperation.

Told you, Jones.

"I'm going to look…over there." Emma gestured to a rack of dresses far enough away from her friends so they wouldn't witness the minor mental hissy fit she was throwing over their particular brand of "help."

She grabbed the least objectionable handful of flounce she could find and headed toward the fitting rooms at the back of the store. Huffing a bit at the ridiculousness of her friends, she stripped quickly and wrestled the dress over her head.

Oh.

It was the girliest thing Emma Swan had ever worn. She'd call it pink. Mary Margaret would most likely come up with some frilly-ass name like blush. Ruby would call it a waste of – she looked at the price tag – eighty-five fucking dollars. Swaying back and forth as she looked in the mirror, she liked the way the skirt swirled around her legs. And, always the practical one, it had enough support up top that she wouldn't need to shell out for a strapless bra. As she took one last look, voices carried over the top of the changing room.

"I can't believe you're trying to get her to show up to her senior prom dressed like some kind of harlot, Ruby." Mary Margaret's tone was gentle but chastising and Emma was ready to bust out of the changing room half-dressed to high five her when Ruby spoke.

"Oh, come on. Don't be such a prude. All I'm trying to do is help the situation along a little."

Situation? Emma pressed her ear to the door.

"I don't know how short-circuiting his brain is going to get Emma and Killian together. Besides, he's not the one who needs convincing. He's already head over heels for her, remember?"

What?

All of a sudden the fitting room felt too small and Emma scrabbled to pull the dress off, her mind going a mile a minute. Killian was head over heels? For her? Since when? Sure, they were close and when they were both in relationships, that closeness had caused some problems with their significant others. There had been more than once at parties and bonfires where either Killian or Emma (or both) had to go chasing down Milah or Neal to soothe hurt feelings, but she'd never allowed herself to believe their fears were rooted in any truth.

Not when she had her own secret truth – that she'd hoped beyond hope that the scruffy, blue-eyed boy with the dark hair whose eyes lingered on her just a little too long in freshman year English would ask her out. And that she was brokenhearted when Milah – confident, uncomplicated Milah – swooped in and asked him out.

His acceptance of Milah's offer put a dark mark on Emma's heart and she spent the next year putting up walls that he did his best to scale. The best and most she could do was to reluctantly allow him a spot as her friend and he'd done his best to worm his way as far into her life as she would allow. Was it so hard to believe somewhere along the line he'd fallen for her?

Well…yeah. Her friends had to be mistaken. That's all there was to it.

Pulling her clothes on, she stood for a moment to collect herself, rolling her eyes when she realized she had a stranglehold on the dress, the swishy skirt balled in her fists. Smoothing it down, she hung it back on the hanger and took a few deep breaths before opening the door. The girls rushed her, each talking over the other in an attempt to sell Emma on their latest suggestions but she held up the hanger.

"Sorry, guys. I'm gonna take this one."

As Mary Margaret gushed over the gorgeous blush color and Ruby mumbled something about the skirt at least offering some easy access, Emma walked over to a wall of shoes and grabbed the first pair of heels she could find in her size that didn't look like they'd result in a broken hip and headed to the register.

Six o'clock on the dot and the doorbell rang. When Emma opened it, Killian was standing on the other side, a single red rose in his hand and a stunned look on his face as he looked her up and down.

Her foster mother – a sweet woman named Ingrid - had apologized profusely that she didn't have more experience doing hair and makeup. Between the two of them, they managed a high ponytail that was dressier than Emma's usual, some light blush, mascara, eyeliner and a light lipstick.

Standing in Ingrid's room and looking at herself in the full-length mirror behind the door, Emma had been self-conscious, wondering if her dress was too informal and, to the discomfort of her walls, if Killian would even like it. As he stared at her, she could see him almost imperceptibly shake his head as if bringing himself out of a trance.

"You look stunning, Swan." He said in sincerely and with a reverence she'd never heard before; not just from Killian but from, well, anyone. It was unsettling and Mary Margaret's words echoed in her head.

He's already head over heels for her.

"You look…" she gestured at him and laughed when he answered with a flippant "I know."

He'd been working out regularly to prepare himself for the military, but the muscle he'd put on was lean and nowhere near bulky. The cut of his tuxedo emphasized the new broadness of his shoulders, the slimness of his waist and the strength of his thighs. His scruff was less unruly than usual but not gone completely, just well defined along his cheeks and jawline. There was product in his hair but it was as artfully disheveled as ever.

Ingrid cleared her throat quietly behind Emma and she ushered Killian in, posing for the requisite photos in the foyer of her foster home. He kept his hand at her waist, his palm warm and wide. With a little coaxing from their photographer, Emma was turned toward him, one hand on his back and the other resting on his chest. She could swear his heartbeat was more rapid than usual, but she chalked it up to embarrassment at having to turn this way and that at Ingrid's behest.

They finally escaped her foster mother's clutches citing a dinner reservation with their friends. Emma pretended she didn't see Killian offer his arm on the way to the car, instead walking in front of him and ducking into the passenger seat before he could do anything gentlemanly like hold the door for her.

They made the short trip to the restaurant in silence and Emma couldn't help watching him as he drove. He was focused on the road and quiet but he couldn't fool her. The muscles in his jaw were clenching, a sure sign he was agitated or overthinking. Realizing her quick trip to the car may have hurt his feelings, she tapped the hand he usually had resting on the gearshift.

"I'm really glad you asked me to come with you, Killian."

He looked surprised but recovered enough to turn his hand over to link their fingers and squeeze.

"I'm glad you said yes. Now prepare yourself for an evening of G-rated PDA from David and Mary Margaret, Ruby's date playing grabass and the awesome power of 80s ballads courtesy of Grumpy," he said, referencing the cantankerous school janitor who moonlighted as a DJ and had taken care of music for Storybrooke High's school dances as long as anyone could remember.

Okay, she was having a blast and it wasn't just because Ruby's date – an older college guy who told anyone who would listen he was pre-med – had spiked the punch. The music was cheesy but loud and Emma found herself out on the dance floor with her friends. Ruby's stripper moves got some looks but nothing brought as much attention as Killian's attempt and complete success at doing The Worm. When he stood, his eyes were a glittery blue in the light of the disco ball and Emma yelped as he caught her around the waist and lifted her, spinning them both around.

The rum punch took them a little off-kilter and Killian put her down just as they bounced against the bleachers, shoved flat against the wall to give the seniors room to party. Her back hit the wood a split second before his hand came up and cradled the back of her head to save it the same fate. The momentum pushed him into her and for a moment, they stood there staring at each other, pressed together from chest to knees.

Jesus, he was just so fucking beautiful.

He was solid and radiating heat, both the literal and figurative kind. His eyes bored into hers and she could see him swallow hard and move his head.

For a moment, Emma thought he would kiss her and she panicked, slipping out of his grasp. The beat of the music was still fast and she grabbed his hand as his face fell, pulling him back toward their group.

"Come on, Jones. Let's dance!"

Talk about your all-time backfires.

Just as they joined their friends, the lights dimmed and the music changed. Couples shifted toward each other and out of the corner of her eye, Emma could see Killian shuffling his feet and scratching behind his ear.

"Emma would you like to da–" He oofed as she barreled into him, misjudging the distance between them but recovered quickly, his arms circling her waist as hers went up and around his neck. The song playing was completely 80's and unfamiliar to Emma but Killian seemed to know it, humming along in her ear.

In a lifetime

Made of memories

I believe

In destiny

They swayed in the darkness, circling in place. She didn't miss how his arms tightened around her, hands falling slowly below the just-friends zone until they were on her upper ass. His thumb circled lightly and she took a shaky breath.

"Is this okay?" His voice was husky in her ear and she shivered, her own thumb toying with the hair just above his collar. It was scary and new and it felt so…right.

"Yeah." Emma leaned in to whisper in his ear and she reveled in the sound he made as her nose brushed against his neck. She thought about burying her face there and breathing him in, all soap and cologne and Killian, but she was feeling brave and drew back to see his face.

He looked wrecked and almost scared, jaw muscles twitching again, and she brought her hands up, smoothing her fingertips over his scruff and along his cheekbones, and back down to rest on the lapels of his tuxedo jacket.

Meet me halfway

Across the sky

Out where the world belongs

To only you and I

Killian was caught off guard when she kissed him, pulling him toward her by his jacket. It didn't take long for him to get onboard, a hand anchoring behind her head as he kissed her back with a ferocity and thoroughness she'd only thought existed in movies. They only drew back when they ran out of air, her hands clutching his lapels as they swayed to the fading music.

"That was…" he trailed off, looking completely fuckstruck and Emma imagined she looked somewhat the same. And she wanted more.

"Wanna get out of here?" The question was simple and absolutely loaded, and Killian stood for a moment, searching her eyes. Emma smiled nervously, fidgeting with the satin ribbon lining his jacket. He nodded and reached for her hand, leading her out of the gym.

The porch lights were out at his house, his older brother not expecting Killian home on prom night and gone himself; like most weekends spending nights at his girlfriend's place across town. Emma stood one step down from Killian as he unlocked the door, sheltered from the light wind by the too-large tuxedo jacket he'd slipped around her shoulders after a quick, fumbling make out session against the side of his car in the school's parking lot.

The drive from the prom had been as quiet as the drive to dinner but the vibe between them was completely different. Emma was sitting off-kilter in the seat, legs angled toward him. His hand was resting on her knee, fingers idly toying with her dress. Every so often he would look over at her and smile, the light reflecting off the rearview mirror illuminating his eyes, and she couldn't help but smile back shyly.

Once the door was open, Killian stepped aside, ushering her in and closing the door behind her. She slipped his jacket off her shoulders and handed it back to him, giggling as he tossed it toward the row of hooks next to the door and missed in the dark.

There was a small amount of light coming in from the kitchen and Emma could see he had the same look as he did on the dance floor; jumpy and unsure and wholly un-Killian. She startled when he loudly cleared his throat and the ensuing laughter broke the tension. His hand closed around her wrist and drew her near, a thumb touching the slight cleft in her chin before he bent down to kiss her. It was slow and sweet for a moment then all bets were off.

Emma's back hit the door with more force than it had the bleachers but she barely noticed it. She was too focused on his tongue sliding past hers as his hips moved in a dirty grind, the thick ridge of his hardening length between her legs making her break the kiss with gasp as she grabbed at his ass to bring him even closer.

Hot, open mouthed kisses mixed with licks and nibbles up and down the column of her neck until he selected a spot just above the juncture of her shoulder and sucked hard, undoubtedly leaving a mark but when his tongue laved over the spot to soothe it, she couldn't find a damn to give. Her fingers came up to unbutton his vest and shirt, a hissed and annoyed "fuck" coming out of her mouth at the sheer number of fasteners and the fact that Killian had put a few inches of space between them to give her room to work.

By the time she got to his shirt, Emma was impatient and ripped it open, buttons clattering to the floor.

"Sorry," she mumbled, hands slipped through the patch of soft hair on his chest and down his belly. Emma's face went hot and she toyed with the waistband of his pants, suddenly feeling the overwhelming weight of her nearly complete inexperience with sex (a six-minute encounter in the backseat of her own car didn't' count.) Looking down in the direction of her stumbling fingers, she shifted on her feet.

Killian's hand came up, cupping the side of her face, lifting until her head was tilted up toward him. She couldn't make out many of his features in the dark, relying instead on the memory of his face borne of all the times she'd watched him without his knowledge, drinking in every smile, laugh, and flash of anger or worry. For years she'd friendzoned her observations and the feelings they evoked, keeping him at arm's length. Now that he was so close, she wanted him closer but didn't know how to tell him. Emma opened her mouth but nothing came out and she felt tears of frustration prickling.

Because of their positions, he could see her far better than she could see him and, ever in-tune with her emotions, he pulled her toward him when he saw the shine of her eyes.

"Hey now, Swan. We can't have any of that." Strong arms circled around her back, hands running a soothing pattern along her spine.

She knew he meant it to be comforting, and it's not like she didn't appreciate the gesture, but every time his fingers brushed the bare skin above the scooping back of her dress, she shuddered.

Killian froze, seeming to mistake her shivers for sobs and he drew back, holding her at arm's length.

"What is it love? Is this – is it too much? I don't want you to feel like you have to – I mean, we can go upstairs and put on a movie like we've done a hundred times before."

As he rambled, she realized he meant it. Every word. That if she wanted to stop, he would. If she wanted to stay, he'd let her, even if the night ended without the two of them fulfilling the most clichéd of prom night stereotypes, he wouldn't hold it against her.

"You can steal my favorite tee shirt and a pair of my boxers like usual. I'll even give you the good pillow to drool on." He grunted when she pinched his side. "Ow!"

"For fuck's sake, Jones, shut up."

And for once, he listened. He stood, as she supposed he always did: waiting for her.

With a sudden, hard kiss she took his hand and started upstairs, putting an extra wiggle in her ass for good measure. If his trip on the third step was any indication, it worked.

The second they were on equal standing again, things started up where they'd left off. Mouths fused together, he walked her into his small bedroom, slowing down just enough to kick the door shut. This time, it was Killian's back meeting the door, Emma pushing his shirt and vest off his shoulders and kicking her shoes to the side, wasting no time working her own magic on his neck as he struggled to free his arms.

"Dammit. Swan, you have to stop for a second." He shoved his hands between them, completely caught up in the closed cuffs of his shirt. "These cufflinks were a lot easier to get on than they are to get off." He paused as she started to giggle. "Really? We're going to lose it over 'getting off' jokes?"

"You've been trying to get me to laugh over your stupid innuendos for years, Jones. What's different now?" She worked his sleeves right side in and managed to undo the cufflinks. Killian pulled his arms out and he wasted no time circling his hands around to her backside. Between his falter on the stairs and the immediate grab once his hands were free, there was no doubt in her mind: Killian Jones was an ass man.

"What's different is that I'm half undressed. And I'd really like for you to be between half and completely undressed." He spun her around in the space between the door and the bed, moving her hair over one shoulder and brushing his lips over the other, fingers toying with her zipper. "So you'll have to excuse me if I'm a little preoccupied at the moment."

As he spoke he pulled the tab, slowly unzipping her dress. His breath hitched when it reached the waistband of her panties with no bra in sight, and again when she pulled the straps off her shoulders and let the fabric pool around her feet at the foot of the bed.

The only reason she didn't lurch forward when he pounced on was the strong arm that came around her, hand resting so low on her abdomen that if she stood on her tiptoes, his middle finger would brush against her clit. His other hand came up to cup her breast and he took advantage of the expanse of neck exposed when her head dropped back onto his shoulder. Her own hand came up, threading into his hair and pulling on the strands when he bit lightly at the juncture of her shoulder and rolled his hips with little finesse into her backside. Needing to feel him against her, she turned in his arms and tipped backward, pulling him down onto the bed with her. One leg flew up and the other came dangerously close to kneeing him between the legs. With some rearranging and wiggling, they moved up the bed until her head was on one of the pillows and he was cradled between her thighs.

A low-wattage desk lamp bathed him in soft light; light she'd seen him in dozens of times when she burned the midnight oil studying and he fought to stay awake to keep her company. She'd never seen him like this, though – lips kiss-swollen and breathless, arms holding himself above her. She couldn't help but kiss those lips again, taking the lead this time and swiping her tongue across his. Her legs came up, ankles crossing behind his back, encouraging him to move against her.

Before long they were both breathless and he pulled back, apologizing as he reached down his pants to rearrange himself then grinning wickedly when she suggested he just take them off. Emma watched as he undid his belt and button, hesitating slightly and only continuing onto the zipper when she nodded encouragingly. Once pulled off, the pants were tossed over the side of the bed onto the floor and it left Killian kneeling between her legs in tight black boxer briefs that hid nothing.

They stared at each other for a moment and snorted when their hands collided as they reached out to touch at the same time. The back of Emma's fingers brushed against the generous length angled toward Killian's hip inside his boxers and he moaned as he bent his head, licking a stripe from her belly button and up between her breasts before swirling around one of her nipples.

Encouraged by the noise he made, Emma danced her fingertips over him, relishing in the way he bucked against her. When she closed her hand around him and started to sroke, he lurched forward, dropping his face into the crook of her neck.

"Oh, my God, Emma. That feels so good. Too good." He reach down and took hold of her wrist, stopping her movement. "If you keep that up, I'll be done way too soon."

His solution for staving off impending orgasm was to pull her panties off run a hand back up her thigh. He kissed her fully and a little filthy as his fingers teased between her legs. Emma was suddenly self-conscious at how wet she was but her fears were eased when he pulled his lips away from hers and breathed into her ear.

"Fuck, you are so wet for me." The middle finger she'd been so close to experiencing before slid slowly inside her and Emma clawed at his shoulders, back arching. Soon Killian had a rhythm going and thumb on her clit. She didn't know how much more she could take and then he crooked his finger, begging her to come for him and she couldn't hold back, sobbing her climax into his neck.

He held her afterward, whispering sweet nothings in her ear and telling her how beautiful she looked tonight. She kissed his cheek, still breathless and asked if he had condoms. Much like the moment at the picnic table, he rolled off the bed in his haste and she could hear his nightstand drawer opening and the telltale sound of a foil packet being torn open.

In a flash he was back on the bed and settled between her legs, kissing her deeply, length nudging her thigh. He knew she wasn't a virgin but still took it slow, reaching down to take himself in hand and slipping inside her gently.

Like everything with Killian, it was too much but Emma wanted more. Emma watched his face as he moved above her, slipping just a little further in with each stroke. His tongue touched his upper lip, something she'd seen a million times when he was concentrating and trying to do something right. She wanted to reach up and touch his face but her hands were anchored around his forearms, nails biting in just a touch as she felt the aching stretch around him.

Once he was fully seated, Killian came down onto his elbows and she brushed the hair off his forehead just before he rested it on hers. They moved together, a lazy give and take, the softest of kisses between brushes of their noses. When it started to burn less, her hands went around to his back, encouraging him to move faster, fingertips slipping over sweat-slicked skin. His thrusts became harder, less measured and he began to chant in her ear.

"Swan, I'm going to come. Emma…Emma, I love you so much."

It hadn't been difficult to untangle herself from his arms. Killian was the annoying type who could – and often did – sleep anywhere. She dressed in the dim light and picked up her shoes, skipping the step she knew