Emma leaned back in her chair, drifting off momentarily as she chewed on the end of her pen. It seemed like she had been logging quite a few late hours since Cruella and Ursula had come to town, which is how she found herself alone in the station at nearly midnight for the fourth or fifth time this week. She sighed with a huff, wishing Granny's was open this late. A hot chocolate sure would hit the spot right about now. Glancing up at the sound of shuffling feet and thinking the only person it could be at this late hour would be her father; she was surprised to find Killian ambling into her office instead.

"Hi," she greeted him, smiling warmly. Her smile faded when she noticed how exhausted he looked. "I thought you'd gone to bed."

"Alas, I tried, but couldn't seem to sleep," he sighed, dropping down in a nearby desk chair and resting his head against the back of it. "So I thought you might like some company."

"This has been going on a few days now, hmm?"

"What, love?" Killian asked, rolling his head sideways to look at Emma.

"The not sleeping thing," Emma replied. "This is the second time you've come to 'keep me company' this week."

Killian managed to muster a sigh in response. Emma got up from her chair and came around the desk, reaching for his hand. He let her pull him to his feet and lead him to the sofa, much like she'd done after calling him to her office to discuss their spat concerning the sea witch.

"So, you going to tell me what's wrong?" she asked, dropping down on the couch and bringing him with her.

Killian moved in close, pressing his thigh against Emma's as he nuzzled the crook of her neck with his scruff. "Nothing's wrong, love."

"Killian Jones, I know you," she huffed, pushing him away a few inches. "If you're having trouble sleeping you're either sick," she reached out and rested the back of her hand on his forehead, "And you don't have a fever. Or something is bothering you. So, spill."

"I honestly don't know," he replied, frustrated. "I really don't."

Emma stared him down trying to get a lock on whether or not he was telling her the truth. After a moment she helped him slide his jacket off, tossing it on the table next to them.

"Swan?" he asked, raising an eyebrow.

Ignoring him, she started undoing the buttons of his vest.

"I'm not sure this is the best place for this," he tried again, smirking suggestively. "Although I'm sure that it would help me sleep."

"Shut up," Emma rolled her eyes, giving his shoulder a playful slap. "That's not what I'm doing."

She tossed the discarded vest next to the jacket, gestured for Killian to turn so his back was facing her and then turned herself so she was sitting behind him. He let out a low groan when she started kneading the knots out of his shoulders with her fingers.

"Bloody hell woman," he mumbled.

"Good lord your shoulders are tense," she responded, moving up to work out the kinks in his neck muscles, getting only mutters and mumbles in response.

They sat in relative silence for a while before Emma finally spoke again, "Is it these Queens of Darkness?"

"What?" Killian asked, cracking open one eye.

"Is that what's bothering you?"

"Told you love, nothing's the matter," he replied sleepily.

Dissatisfied with his answer, she pressed him again, "Or is it Ursula? You know…you can tell me anything."

"Not the time for it, Swan," He shook his head. "And no, I don't think that's why I can't sleep."

Emma finished her massage and turned back around to face forward. Killian turned as well, nuzzling into her again, pressing a few chaste kisses to her neck, before settling with his head in her lap. Again they fell into silence. She was completely unaware that she was running her fingers through Killian's hair, or that she'd started humming softly.

"What's that tune you're humming there, Swan?" he suddenly asked sleepily, eyes closed.

"Huh?" Emma jumped a bit.

"The tune, love. What is it?"

Emma felt the flush creep into her cheeks. She wondered if she was acting on some false memory of comforting Henry to sleep as a baby and felt slightly embarrassed. "It's called Hey Judeby The Beatles. I'll play the song for you sometime."

"It's nice," Killian replied softly, shifting a bit.

And then Emma didn't know what came over her. The only places she ever sang were in her car and the shower, and only when she was alone. But for some reason that night, something came over her. "Hey Jude, don't make it bad, take a sad song and make it better. Remember to let her into your heart, then you can start to make it better," she sang softly, still running her hands through Killian's hair.

By the time she reached the second verse she realized that Killian's breathing had relaxed and he had fallen asleep. She stretched her legs out in front of her gingerly, hoping not to wake him, and then let her head drop behind her against the sofa.

David shuffled into the station around 4am, ready to start his early shift. The sight that met him stopped him dead in his tracks. Emma was asleep, feet out in front of her, head tossed back. Next to her, Killian was stretched out on his back with his feet propped up on the sofa arm. One arm was dangling over the edge and resting on the floor, the other draped over his chest, his head still in Emma's lap. Any other time, this would have made him uncomfortable, but it really was an endearing scene. He tiptoed into one of the nearby cells and grabbed a couple blankets off the bed, draping one over Killian and the other over Emma's legs. He flicked off the lights in that part of the station, smiling and shaking his head a bit as he left the pair to hopefully get a few more hours of sleep before the sun came up.