Disclaimer: I do not in anyway own Once Upon A Time. ABC, Disney,A&E, and whoever else have that distinction. No profit is being made, and no copywrite infringement in intended. "Dust to Dust," where the title and several chapter quotes come from, belongs to the Civil Wars, and is just a perfectly amazing CS song.

AN: Thanks for all the comments on the first chapter, I'm very glad people are enjoying this! As it's hard to keep track of time in Neverland, I have no qualms about putting a night between the CS kiss and Pan telling Killian about Neal being alive. Because I wanted this scene, and that was necessary for it to work. (and I think it's clear from the latest episode that Emma knows the whole story, so something like this had to happen at some point) Oh, and it should be obvious, but italics means it's a flashback/memory.

You've Been Lonely Too Long

by Lady Callista

OoOoOoO

"Too many times we stand aside and let the waters slip away, till what we put off till tomorrow has now become today. So don't you sit upon the shoreline and say you're satisfied. Choose to chance the rapids and dare to dance the tide."

OoOoOoO

Chapter 2:

"Now, will you finally stop teasing that I don't know how to plan a date." Emma grinned as she popped another grape into her mouth.

Killian chuckled, laying back on the blanket with his hand and hook crossed behind his head, sighing as he stretched out. "This was indeed a wonderful idea, love. And a creative way to ensure privacy."

They were about a mile or so out of town, having a picnic in the middle of a clearing. The fact that it wasn't the correct season for such a date had been solved with Emma's magic, which kept the air around them humming as if it were a warm summer day.

"Well, it's been a week and the peace is holding. I just know it can't last." Emma admitted with a wry chuckle, grinning as he opened his mouth in a beckoning manner and tossing a grape into it from nearly a foot away.

He smirked at her as he ate it, purposely drawing her eyes down to his mouth, before gentling the look into a soft smile and saying seriously, "We'll deal with whatever comes, as we always have. Let's just enjoy this time."

"Which is why we're here." Emma smiled just as softly as she stretched out beside him, their hands automatically linking. She gave a soft sigh as he twisted them just enough to play his thumb over her inner wrist.

"Did you mean what you said, love? About the ten hours?"

Killian's voice had been soft, hesitant, and Emma could tell he was expecting to be rejected. He didn't understand that she was done pushing him away. She angled her head to rest her temple against his shoulder. "Ask away."

Rather than asking a question immediately, Killian mused, "I've wanted to ask you something again since you refused to answer me in Neverland, but it's something I hesitate to bring up."

"Why?"

"Because I believe I know the answer, and I understand not wanting to speak of it." Killian admitted softly, tilting his head down to look at her.

"There's something I've always wanted to ask you too, about Neverland."

He smiled encouragingly. "You go first, then."

She started to demure, but quickly realized that it would get her nowhere. She began hesitantly, knowing that asking would bring up the memory for him as well, and hating that it would hurt him. "The night you told me about Milah, do you remember..."

"Aye, love." He swallowed harshly as the memory washed over both of them.

"It's the Lost Ones crying for their families." His voice came softly from behind her.

"I know, Pan told me." Emma answered just as softly, still looking out into the night. It was her turn to stand watch, yet she wasn't really surprised to find Hook awake. She had noticed that he didn't seem to sleep a great deal. "But when we fought them the other day they were so..."

"During the day you have distractions." Killian said as he stepped up beside her, his eyes also peering out into the jungle. His voice was as low as hers to keep from waking the others, but also giving the conversation an intimate feel. "There are other people to talk to, things to do, ways to keep your mind occupied. But in the dark you can't hide from your loneliness."

Emma felt her eyes widen at the openness and seriousness in his reflective voice, and she couldn't help but turn to face him. His voice matched his expression as he turned to face her as well, a pained look on his face and all traces of his normal bravado gone.

She'd expected him to tease her mercilessly over the kiss, but he had said nothing of it at all. He'd still teased her over dinner, still flirted with her, but not in a different way than normal, and even now when they were finally alone he wasn't bringing it up.

It was almost as if it had never happened, and Emma decided that for the moment that was as good a way as any to deal with all the conflicting emotions and desires that kiss had brought up.

"I keep listening harder, trying to see if I can pick out Henry's voice." Emma confessed almost before realizing what she was saying. "I don't want to hear it, but..."

"But at least you'd know he was alive." Killian finished gently when she trailed off.

Emma's eyes widened further, and unable to bear the understanding and sympathy in his voice she turned once again to look out into the jungle.

"He's alive, Swan." Killian said softly after a brief silence, checking his impulse to pull her into his arms, knowing she would misunderstand that he only meant to comfort. "Pan may be a bastard, but he's not a liar. We will find him, I swear it."

Emma's eyes flicked back over to him, surprised at the conviction in his voice and the kindness in his eyes. He seemed so different right now, and for the first time since he'd returned with the bean she allowed herself to ask the question she both wanted and was afraid to know the answer to. "Why are you helping us?"

"I told you." It was his turn now to break eye contact, looking back into the night as his face closed down again.

"That I reminded you that you could be part of something, I know." She blushed, suddenly glad that he had looked away. "But it's more than that, I can tell."

Emma didn't voice what she was afraid of, that it had been for her, because she really hoped it wasn't. She didn't know what to do with that kind of pressure, nor with the tiny sliver of hope that it had been for her - that someone had finally cared enough to not leave her.

"It's not the reason you fear, Swan. Well, not entirely at least."

Emma gaped at him. He had read the reason behind the fear in her eyes, and her amazement that he had done so yet again nearly outweighed the flash of panic.

"I told you the other day that I knew what it felt like to lose hope." His voice was barely a whisper. "I'm part of the reason Bae lost his, the least I can do is save his son."

Emma remembered the look in his eyes when she'd told him Neal was Henry's father, but even with what he had told her when he'd given her Neal's sword she still didn't understand why it was so important to him. "You've been around for a couple of hundred years, yet this one boy matters to you." She could hear the skepticism in her own voice.

"You don't know the history between myself and the crocodile, do you?"

"You did something to him, he cut off your hand, you both swore eternal vengeance."

Killian scoffed harshly, pulling his flask from his pocket and taking a long drink before offering it to her, unsurprised when she shook her head. "It's a bit more complicated than that, love."

"And it has something to do with why you're here now?" Emma raised a disbelieving eyebrow.

"I fished Baelfire out of the sea after the Shadow dropped him on the way to Neverland. He stayed on the Jolly for a time, and through the course of our conversations I learned he was the crocodile's son."

His voice was nearly emotionless, though Emma knew that was likely just a defense mechanism. On the rare occasions that she had told people of her past, she had told it much the same way. "So you were going to use him to get your vengeance."

Killian's jaw clenched, and he took several deep breaths. It was a logical assumption given how she saw him, and he tried to keep the hurt from his voice as he said softly, "I won't deny I thought of it, and did indeed ask the lad about any weaknesses the Dark One had, but you're missing a piece of important information here. You've no idea who his mother was, do you?"

"Neal's?" Emma questioned in confusion.

"She abandoned him before his father did, when she fell in love with a dashing pirate captain and they ran away together." It hurt, to sum up the best years of his life in such a simple sentence, but he sensed that if he put too much emotion into it, too much importance, Emma would put up her walls again and push him away. He was actually amazed that she hadn't already. He saw her eyes flick to his right forearm and the tattoo she knew was hidden beneath his coat, and knew she understood. "Years passed, and she spoke often of going back for her son, when he was old enough, and of us being a family. But before we could do that I ran into her husband, no longer a man but the Dark One. He wanted a magic bean we had... acquired, but he also wanted revenge."

"Because his wife left him?" Emma blurted out before blushing and lowering her voice. "That's what this whole thing is about? I mean it sucks, but..."

"I may have lied to him when we first ran off and claimed I abducted her." Killian admitted sheepishly. "She wanted it that way - she knew he was too much of a coward to stand up to me, and she didn't want to face him. If only she had held to that."

"Why are you telling me this?" Emma asked curiously when he fell silent for a long minute. She was trying to be sensitive to the pain in his voice, but she just didn't know how to handle this side of Hook. The flirting, innuendo-throwing, cocky pirate was so much easier to deal with than this quiet, introspective man that practically radiated pain and loss.

"She intervened to keep him from killing me, offering to trade the bean for our lives. It seemed for a moment he would agree, then he started... questioning her. How could she leave Bae? How could... She told him she had never loved him, and..."

Emma heard his voice break a second before he stopped talking, and felt a bolt of shock go through her as she suddenly had a horrible revelation as to where this was going. She remembered the first time she'd seen the tattoo, at the top of the beanstalk, and although she had guessed then what had happened it was so different in the context of his story. Knowing that Milah had been Gold's wife made the thought she had had then, which he had confirmed in all but words, so much worse. She let the silence hold for nearly a minute before saying softly, "He killed her."

"Aye." His voice was barely a whisper, but steady once again. "His magic held me immobile as he ripped her heart from her chest, and he released me so that she could die in my arms as he crushed it. He took my hand because he thought it held the bean, and left me alive to suffer as he had."

"But the bean wasn't in your hand." Emma said softly, thinking of how he had tricked her in almost the exact same way.

"Not the one he took." Killian replied, giving her a small smirk. "And so knowing the crocodile was immortal, I used to bean to come to Neverland in order to allow myself to live long enough to destroy him. I knew Pan was here, but had I known just how much of a demon he is even I might have had second thoughts."

Emma remembered him not being familiar with the Peter Pan story she had grown up with, and wondered, "How did you know him?" She had turned to face him once again, and saw another flash of devastation cross his face before it completely shut down, his walls going back up.

"That's a tale for another time, love." Killian said softly, his voice back to an almost neutral tone. "But to bring this back about to where we started, let's just say that I've a vested interest in saving your boy. Because he's yours, yes, but not only for that. Because he is Neal's, and Milah's. Henry is the last thing left of her, and at the risk of you calling me sentimental again that means something to me."

"Hook..." Emma wasn't even sure what she was going to say to that, because he cut her off.

"Best get some sleep, love. Dawn's only a few hours off, I'll stand the rest of the watch."

Emma thought of all the times she had shut him down, and figured it was only fair. She didn't know what to say anyway. But she did rest her hand on his upper arm, saying a quiet thank you before she turned back to the fire.

"I never asked, but you were the only other one who mentioned the crying." Emma said softly, shifting to kiss him softly before resting her head on his chest, drawing both of them back into the present. "It was like David and Mary Margaret couldn't hear it."

"They couldn't, nor could the Evil Queen." Killian said softly. "And I think you know why."

"Tell me." She thought she knew, but that meant that she was asking him something incredibly personal, and the fact that she wanted to ease into it surprised her, as she normally wasn't the kind to pussyfoot around.

"It's amusing actually, how alike we are." Killian said rather than answering her. "I was going to ask you what unlocked the map. What you had to admit about yourself."

His voice was even more gentle than it had been when he asked in Neverland, and this time she saw in his eyes that he knew the answer. Which shouldn't really have surprised her, as he'd tagged her not a day after they met, while climbing a beanstalk.

"I'm an orphan." Emma whispered into his chest, a smile ghosting her lips as his hand stroked comfortingly through her hair. "Only orphans can hear them."

Killian nodded, dropping a kiss on her forehead. "My mother died of sickness when I was barely four, and my father abandoned me a few years later. If not for Liam..."

"It's why you understood me so well, right from the start." Emma said after he had trailed off.

Killian nodded again, shifting to kiss her softly. "Our courtship has been a bit unconventional, love. I don't know your favorite color, or food, or book. There is so much about you I still get to discover." He ran his hand up her side, matching the teasing in his voice, stopping with his thumb just under her breast. "But I know the things that matter."

Emma grinned back at him, playing her fingers over his chest. Her grin only widened as she saw gooseflesh form behind her caressing touches. "Red, it changes based on my mood, and I don't have one."

His grin widened, remembering a ballgown. "You do look spectacular in red."

As did hers, remembering a vest. "So do you, pirate."

"And what are you in the mood for now?" His eyes cut between her lips and the picnic basket.

She grinned, flailing out with her free hand and popping a grape into his mouth. "So what's your favorite color? Or should I just guess black?"

Killian chuckled, hesitating only briefly before spearing a grape with his hook and raising it carefully to her lips. She took it from him with a smirk.

They spent the rest of the hour feeding each other grapes in between soft kisses, learning the most basic and mundane facts about each other that had gotten lost in the adventures and the curses and the almost deaths.

It was pretty much the perfect date.

TBC...