There was a heavy sigh out of Emma's mouth as she slammed the door of her little yellow bug. Henry sat in the seat next to her, about to say something to lighten the mood in the car, but the roar of the engine stopped him from saying anything. It was going to be a very long night and it was easier to play it smart than try and quell his mother's frustration. Valentine's Day was not her favorite holiday, and having to work the annual school carnival didn't help whatsoever.

"I'm sorry dad bailed on volunteering and left it to you." Henry nervously spoke as they stopped at a red light.

"Don't worry about it kid. Your dad had a good reason to ask me to do it. Tonight is a big night for him and Tamara..."

"I know, he's proposing to her. Does that bother you?" Henry asked already knowing the answer but wanting to gage his mother's feelings.

"No of course not, I'm happy for them. I want your dad to be happy." There was a hint of shock in her voice. Emma was surprised that Henry would ask such a question.

"Me too but I want you happy as well." Henry swallowed hard. "I want you to find someone too and be happy like dad."

"I have you and that's all I need." Facing her son quickly, she beamed a smile at him.

"Mom I love you, but you need to go out on a date more than every few months. I would like you to find someone before I do." It was the truth. Henry had seen his mother go on two dates in the past five months. Like any child, he wanted to see his mother happy and with someone special in her life.

"You sound like Mary Margaret." Emma couldn't see the proud little smile on Henry's face as her eyes were on the road. "Who knows maybe I'll find Mr. Right tonight."

Booths with games and fair food lined either side of the streets surrounding Storybrooke Middle school, along with laughter and excitement of the people filled the street as far as the ear could hear. Killian admired the fruits of his labor from the ticket booth he would be manning for the next two hours. The joys of being the new teacher and head of the carnival committee. Pulling the collar up on his pea coat, Killian turned on the tiny space heater and settled into his.

Finally finding a parking spot two blocks away from the school, Emma and Henry made a mad dash towards the carnival since Emma was already ten minutes late for her volunteer shift at the ring toss booth. The heels of her boots pressed hard into the sidewalk, as she squeezed through the happy little couples strolling to the carnival, holding hands. She wanted nothing more than to push right through them to make it to the booth, because she wanted nothing more than to get this shift over with, and head back to her comfy bed with some ice cream, and a movie Henry would pick out for them to watch.

A little out of breath and red faced Emma stopped at the ticket booth to sign in for her shift. Oblivious to everything around her, she hadn't noticed she lost Henry behind a couple holding hands, nor did she notice the man in front of her who had just knocked over a roll of tickets after laying eyes on her.

Feeling a little embraced, Killian quickly grabbed the tickets from the floor and tried to focus on the line, and not the beautiful blonde glancing between the clip board and the people behind her.

"Hey, Mr. Jones." Henry said reaching the booth slightly winded.

"Hello Henry. Glad to see you could make it." Quickly he glanced at Henry's direction to acknowledge him and to get another look at the beautiful woman standing next to him.

"It looks great. Oh, This is my mom. She is filling in for my dad." Henry placed his hand on his mothers arm, hoping to get her attention for a second. "Mom this is Mr. Jones, the new English teacher." Emma looked up from the clipboard and quickly smiled.

"Nice to meet..." Killian started to say.

"I got to go. Here's some money and have fun. I'll see you in a little while." She kissed the top of Henry's head and began to speed walk to her booth.

"Sorry, my mom is in a hurry." Feeling a little embarrassed he stuck his hands in his pockets.

"Valentine's date later on?" Noticing Henry's face, he hoped the question would make him feel a little better about his mothers rush.

"No, she hates the day. She just wants to get her shift over with." Henry answered with a little happiness in his voice.

"Don't take this the wrong way lad, but I'm surprised. You're mom is very beautiful. I would have thought she had someone in her life." It was the truth. Killian would be lying if he didn't admit he found her so beautiful that he was surprised she would be without someone on such a day, or in general.

"It's just me. I told her she needs to find someone." Henry paused for a brief moment and grinned. Just like the cartoons he watched on Saturday mornings, a little bulb flashed on over his head. "Mr. Jones you're new here and don't really know anyone, right?"

"Aye I am." Killian answered trying very hard to hide the smile wanting to burst onto his face.

"You should talk to my mom." The wheels in Henry's mind turned as he began to form a plan.

"Henry, I don't think your mother would appreciate you trying to set her up with your English teacher." It was obvious what the boy was attempting. Killian was not completely opposed to the idea, but he didn't want things to be awkward during other school functions if Emma didn't agree with Henry's plan.

"I don't mean like that. I mean it like you and her could be friends. She knows all about being new to the town. We've only been here a few years." Even in the carnival light filled street, Killian could see Henry's eyes light up as he talked about his mother.

"I still think it sounds like a set up." It was not the response Killian wanted to give, but the one he thought he should.

"It's not. I promise. If it was I would be telling you how smart and kick ass she is. How she raised me on her own when my dad left us, and that because of her our quiet little town is safe at night. Did you know she's the Sheriff? I'd even tell you how competitive she gets. You should see her when we play video games. She tries to bet me that she will beat me so I can take her turn at the dishwasher." Henry smiled as he took note to Killian paying full attention to every word he was saying. Deep down he knew that his teacher would use this to talk to his mom. "But I'm not trying to set you two up or anything."

"Henry!" A female voice called from behind him.

"Those are my friends. I'll see you around Mr. Jones." Henry said as he began to head towards the group of teenagers.

Killian couldn't help but hear Henry's words playing over in his head about his mother. There was so much love for her, and it seemed he genuinely wanted her to have a friend or someone who she could connect with in her life. From the brief moment Killian saw her, he could see how beautiful she was, even if her face was all red, and her beanie pulled almost to her eyes. It wasn't just the physical beauty he saw, but the beauty of a mother willing to freeze to help her son's school. Emma could have just emailed him saying Henry's father wasn't coming at stayed home but instead she stepped in. There was no way Killian could not admire that in a woman. Talking to her and making a friend was not a bad idea. As much as he loved talking to the faculty, he needed more than the usual 'I am going to drink myself to death if my students don't get this material soon' conversation.

The temperature felt like it had dropped another five degrees since Emma had began working the ring toss booth. She pulled her phone from her back pocket to see how much longer there was to her shift. Desperately, Emma wanted to leave or just even feel her face again. There was a small space heater in the booth with her but it seemed to be no match for the February night temperature.

Why couldn't they have this in the spring time Emma asked herself, as she rubbed her hands together. It would make a lot more sense, and it would be so much warmer. She wouldn't mind standing there bored out of her mind while a cool spring breeze passed by. Instead she was turning into an icicle and maybe twelve people had come by to play. Everyone seemed to be making a bee line for the hot chocolate booth just across from her and she couldn't blame them.

Just as Emma lowered her head to bury as much as she could in her heavy wool knit scarf, she saw a leather gloved hand place two tickets on the counter. With a smile she took the tickets and lifted her head to see Mr. Jones holding two cups one stacked on the other. Emma's eyes widened, partly because of the handsome man, but mostly the thought that one of those cups might be for her. It was presumptuous for her to think it, but she was so cold and logical thought had escaped her.

"Henry said you like hot cocoa and you looked like you were freezing so I thought I would help you thaw out." Killian handed her the cup. "I'm Killian Jones. I'm Henry's English teacher.

"Thank you." Emma took a long sip from the cup. "Emma Swan. You're in charge of this right?" Killian nodded yes. "Just so you know, I don't think my heater is working."

"If you like I can take a look at it." Like a knight to the rescue, Killian rushed to the side of the booth.

"No it's ok. My shift is over in about ten minutes anyway it can be the next parent's problem." Emma said, stopping him from coming to her side. Through the cold air she could smell him, a mix of the sea salt and books. She wondered for a moment why she said no.

" I see you did put two tickets down. Think you can win?" Emma raised her eyebrow as she teased him a bit before sliding over three rings. "Alright Mr. Jones let's see what you got."

Returning to the front of the booth, Killian put down his cup and grabbed one of the rings. As Killian pulled back his arm with one of the rings, he began to concentrate on his toss. One of the far right milk bottles was his best chance.

Slowly he began to build his arm up for momentum. He then counted in his head, one, two, three and toss. The ring bounced around the bottles for a minute but fell off the side. Feeling slightly defeated, he grabbed for the next ring but this time decided to go for a bottle on the far left. Again he focused on the bottle, but at the corner of his eye caught Emma's long, jean clad leg. Killian saw her moving from side to side, trying to stay warm. Somehow, how that little movement seemed to temporarily distract him. Killian blinked hard and let his arm go. The ring clinked the side of the milk bottle and fell at Emma's feet. Grabbing the last ring he looked over at Emma to see her expression. She was hiding a tiny smile behind her hot cocoa cup. Killian wondered if she was smiling because he was entertaining, or because of the faces he was making as he was concentrating on the bottles. This time he was determined to get the ring on a bottle. Just like last time he built up his momentum and just let go of the ring. The red plastic ring effortlessly bounced right off the middle bottle and onto the floor.

"It seems tonight it not my night." Killian said, feeling defeated by three plastic rings.

"You could always try again." Emma placed down the rings again on the container. "I enjoy seeing you making that concentrating face." Her eyes were fixed on his and didn't seem to have any intention on looking anywhere else.

"I make a face?" He asked curiously in hopes she would describe it.

"Yeah. Older brother?" There was another smile on Emma's face as she began to guess about his life.

"Aye. How did you guess?" Killian answered a little surprised.

"The competitive face. Henry says I get it when we play video games." As she took another sip of her drink she felt a warmth coming from something other than the drink and heater. She felt it from the conversation with Killian…

"I grew up in foster care my whole life so..." Emma stopped herself from continuing that sentence. She had just met the man and was about to reveal one of her biggest secrets. "Does your brother live in Storybrooke?"

"Liam? No. He is back home in England. He is a captain in the Royal..." Killian began to say before being stopped.

"Mom" Henry came barreling into his mother

"Hey. What's up Henry?" Taking her eyes off Killian Emma moved them to Henry.

"I need some more money." As he finished the sentence Henry caught Killian from the corner of his eye stepping backwards. "Sorry Mr. Jones, I didn't mean to interrupt."

"It's alright Henry. I actually need to check out the other booths." Killian smiled at Emma as he began to walk away.

"Thank you again for the cocoa." Emma said as she raised her cup and again smiled at Killian. Part of her wanted him to stay and talk longer, but he had responsibilities which she knew all too well. "Rain check on the second game."

"He brought you cocoa?" Henry asked trying to conceal his excitement.

"Yes. Why?" Emma looked at Henry, wondering if he might have anything to do with it after his question.

"No reason." There was no hiding the smile that plastered itself on his face.

"Henry." Emma's mom voice came out. She knew her son all too well. and that smile was proof he had a hand in Killian bringing her cocoa. Normally she would be upset, but she found Killian attractive and pleasant to talk to.

"You should try to find him when you're done here. Mr. Jones is pretty new in town and doesn't know anyone besides the other teachers. It would be good for him to have a friend in town." It was almost the same speech he given to Killian at the ticket booth. "Hanging out with Mr. Jones beats going home and watching a movie."

"Henry." Again Emma used her mom voice. Emma didn't want Henry to know she wasn't as upset she was pretending to be.

"It's just a suggestion. Plus you need to get out more." Before Emma could say her son's name again, Henry was out of her line of sight.

Making the rounds to check on the other booths took Killian longer than expected. Between stopping to hear complaints about the weather, and being fed lasagna by Ruby that she repeatedly reminded him was Granny's best dish, and that he needed to come by more often, he was tired and ready for the carnival to close. The extra time had taken away any chance he had on talking to Emma again. It would have to wait until another time he thought to himself. As Killian pulled up the collar of his pea coat he noticed Emma being nearly dragged by the arm towards one of the booths by Mary Margaret. As a warmth came over Killian from seeing Emma, she turned her head and seemed to look right at him mouthing the words help me. Not sure if she meant him, Killian looked at her perplexed. Knowing Mary Margaret, she was telling Emma she needed to find love in her life. It was the same conversation he'd had with her the other day while setting up. Feeling the need to help Emma, even if it meant only getting a moment with her before she went home, Killian began to walk to the booth.

"Here," A gloved hand with four tickets stopped him mid-step. "Tell her you are cashing in the rain check on the second game."

"Thank you Henry." Killian said taking the tickets.

"Anytime." Henry began to walk away. "She's competitive and a grilled cheese with onion rings are her weakness."

"I'll remember that lad." Tucking the tickets in his pocket he made his way towards Emma.

Killian walked towards Emma and Mary Margaret, while he played with the edge of the tickets in his pocket. Killian felt a bit nervous but wasn't sure as too why. Talking to a woman, a beautiful woman, wasn't new to him. Many of the women he dated before coming to Storybrooke were beautiful and independent, but there was something about Emma he couldn't put his finger on that made him nervous even after only talking to her for a moment. Never had he ever felt such a rush around a woman.

"Excuse me Mary Margaret." Killian cleared his throat.

"Killian." Both Mary Margaret and Emma turned around. There seemed to be a happiness to see him on their faces. "The carnival looks amazing and everyone seems to be having so much fun. You did a great job." Killian smiled and nodded. His eyes drifting only once to Emma as he listened to Mary Margaret. "Where are my manners?! This is Emma..."

"We've actually met." Emma chimed in.

"Oh, you have?" Emma and Killian locked eyes as Mary Margaret looked back and forth at them. They both knew what she was thinking in that moment, and didn't have the heart to tell her it was nothing more than making a friend.

"Aye. Ring toss" Killian added. "As a matter of fact, Ms. Swan I was hoping I could get that second game. Maybe this time you can join me. Show me how it's done." Killian had pulled out the tickets from his pockets.

"Think you can handle being beat by me?" Emma said grabbing the tickets from Killian's hand as she began to walk to the ring toss booth.

"Who said you were going to win?" Killian said from behind Emma as he tried to catch up to her.

"You two have fun." Mary Margaret yelled knowing well they couldn't hear her.

Placing the four tickets on the counter, Emma looked over at Killian trying to stare him down in hopes of intimidating him, except Killian was having none of it. He stared back at her intently, showing no signs of mercy. Just like her, he was out to win. The pair took their spots facing their respective milk bottles. Each armed with three rings, they were ready to beat the other.

"Ready to lose?" Emma asked semi-playfully.

"I feel as if I should be asking you the same question." Killian responded starting to get ready to toss the first ring. "I'm surprised you are still here Ms. Swan."

"Call me Emma. Mary Margaret started to talk to me and I couldn't leave." Well that was partially true. "What brings you to Storybrooke Mr. Jones" Emma asked as she watched her first ring hit a side bottle.

"Looks like you're off to a bad start." Killian quipped. "Call me Killian. A new start. DAMN!" The first ring nearly had placed its self around the neck of the bottle. "I was about to marry a woman I thought I loved, but I came to find out she had left her husband and son. They thought she was dead but she had just left them. Wanting none of that I took a job here." Killian looked directly at the bottle as he answered Emma's question. "You?"

"Can I understand a need for change after that. Henry's dad." There was a small pause as Emma took in a deep breath. "He left me while I was pregnant with Henry. I raised him all on my own in Boston. Few years ago he found us and wanted to be part of Henry's life. Henry and I talked about it and decided to move here so he could have a relationship with him. It was a good thing I used to be a bail bond's woman, because it came in handy when applying to be a sheriff." Emma let out the breath as she tossed her second ring.

"Sheriff Swan, are you trying to tell me there is a possibility that you have handcuffs on you as we speak?" Killian used the flirtatious banter to lighten the mood and conceal his nervousness.

"Also a badge and a key to a cell, so watch it. Looks like you missed again." Emma pointed out as she watched Killian's second ring hit a back bottle.

"The night is still young. I could get this one in." But he didn't. Killian's third ring bounced around the top of the bottles but fell off.

"Looks like I still have a chance at beating you." Emma pulled her arm back with a gentle underhand toss threw the plastic ring but no luck. "Damn."

"Well I guess that is the end of our game and night." Killian said as he scratched the back of his ear.

Emma pulled out four tickets from the back of her jeans and handed them to the volunteer parent. After finishing her shift at the booth she had gone over and gotten the tickets in case she had run into Killian and talked to him into a second game on her. The truth was she didn't want to return home after spending that little time with him. She was intrigued by him but wasn't sure as too why. It was at the ticket booth that Emma had run into Mary Margaret and used her as an excuse to stay when in reality she had been hoping she would run into Killian. After seeing Henry all excited about Killian bringing her cocoa and the possibility of a friendship, she took his words to heart and decided having Killian as a friend wouldn't be such a bad idea.

"Holding out on me Emma." Killian handed Emma her three rings. "Bad form."

"Thanks, Captain Hook." Emma's gloved fingertips brushed Killian's and through the fabric she could still feel the spark of electricity between them.

"Hoffman, Isaac, or Disney?" Killian asked as he searched Emma's face for any sign that she too had felt the spark between them.

"You know your Peter Pan films." Emma responded surprised and a little impressed. "I love the story of Peter Pan."

"It's one of my favorites." Finally taking their spots in front of the bottles again, Killian got ready to throw his first ring. "My mother read it to my brother and I all the time. Liam continued to tell me it long after my mother died and my father was still nowhere to be found." The first ring fell short but Killian didn't care. Talking about his childhood was never his favorite subject.

"He abandoned the both of you?" There was an understanding in Emma's voice.

"Aye" Killian swallowed hard as he could feel sadness and anger build up in his throat.

"I was left on the side of the road." Blindly Emma threw her first ring. Suddenly the need to win didn't matter. Killian was someone like her and he made her feel comfortable in that moment. "I grew up in foster care most of my life. Neverland always seemed like a place for a lost girl."

Emma and Killian just looked at each other saying nothing for a moment. Their whole lives they were both alone and in one night because of Henry they seemed to find a person that understood their plights. It explained the instant pull and the electricity they both felt but neither admitted to. The little voice in the back of both their heads that kept the rational thought of 'this will be nothing more than a friendship' suddenly screamed 'DATE! GO OUT ON A DATE. IF YOU LET THEM GO YOU ARE A FOOL.'

"How about we make this interesting?" Emma perked up from the intrigue at Killian's words. "We both have two rings, if I manage to get one ring you let me to take you to lunch at Granny's. I hear they make the best grilled cheese and onion rings."

"And if I win?" Emma inched towards Killian to invade his space.

"If you win, we can end the night here and I will let you decided what happens next." Killian licked his lips. "Does that sound fair?"

"You have a deal." Emma and Killian shook on the wager and each took their spots again.

Wanting to win the wager, Killian took his chance in silence. Talking to Emma would distract him more than her standing next to him already had. From the corner of his eye Killian could see her watching him and smiling, he must be making the face again. Just as he let the second ring go, he caught sight of Emma's second ring nearly fitting itself perfectly around the neck of the bottle. His ring hit the front bottle and fell to the floor. Each with one ring left focused solely on the milk bottles. Taking a deep breath Killian counted in his head before letting go of his ring. This was his final chance on another conversation with Emma. He didn't want to blow it, except fate had other plans. Killian's ring had failed him but Emma's had found its way on the neck of the front milk bottle.

"YES!" Emma yelled all excited for her win.

"Well played." Feeling defeated Killian bite his bottom lip. "I am a man of my word so I bid you goodnight. I had fun thank you." With that he walked away before Emma could say anything.

Suddenly taking notice of Killian's departure, Emma took her stuffed little crocodile prize and ran after Killian. Emma admired that he really was a man of his word but she wasn't ready to for her impromptu night with Killian to be over just yet. She was enjoying his company. This said a lot about Killian as most men she had any night time contact with lasted no more than a few hours and she never spoke to them again.

"Hey." Emma placed her arm on Killian's coat getting him to turn around. "You didn't have to go."

"I wanted to keep my word." Killian hid his disappointment with a tiny smile.

"I think the deal was that me winning means that I decided what happens next, and how about tomorrow you stop by the station with that grilled cheese and onion rings?" she saw his disappointed smile grow into a genuine smile. "And if you aren't too busy the rest of night I thought we could play another game or two."

"I would like that." Killian stuck out his elbow for Emma to take.

"Still being a gentleman?" Emma said as she took his elbow.

"Always. You can thank my mother for that." Emma bowed her hiding to hide her smile. "What game do you want to try next?"

"How are you at skeeball?" Emma asked looking up at Killian from under her lashes.

"Fair warning, I am the Jones brother skeeball champion." Killian proudly answered. Thinking back at the only time he ever beat Liam at anything.

"Oh we'll see about that." Emma said as she moved herself closer into Killian.

Not caring if anyone had noticed them, Emma and Killian made their way to the skeeball game arm in arm. They had somehow become one of the many couples that were enjoying the Valentine's Day carnival. The harsh coldness seemed to disappear while they were close to one another. They seemed to emanate a warmth that neither could explain, but were enjoying far too much to care where it came from. Plus, there was a skeeball game they needed to focus on.

"Did it work?" Henry asked as he approached Mary Margaret.

"Look for yourself." With her chin, Mary Margaret motioned to Emma taking Killian's arm. "You did good Henry."

"I know. I just want my mom happy and I have a feeling he's the one to do it." Henry's cheeks began to hurt, not from the cold wind but from the smile on his face. In one night he had managed to find his mom the happiness he knew she deserved, and nothing in the world could have made him happier.