STORYBROOKE – now

"What a lovely coat, Ms. Davies," Regina commented as Wendy stepped on the main deck of the ship. She glanced down at the military style jacket she was wearing; she'd bought it a while back, but hadn't pulled it out of the closet yet. A light wool, it was either too warm or not warm enough; only a few days like today, sunny and mid-50s, a glimpse of Indian summer before the onslaught of winter, were right. Plus, she was taking her students on a tour of a real pirate ship, and the jaunty asymmetrical bottom and pewter buttons brought back good memories.

"Thank you, Ms. Mills. I thought the students would enjoy it. As you can see, many of them dressed for the day."

Her kids were bouncing with energy, adorned with eye patches, scarves and fake plastic swords. Little Andrew Martin kept shouting "Arrrrgggh!" at all the girls. Patty Crane had already smacked him twice, and Wendy secretly thought he deserved it. As they had climbed up the gangplank – the ship had to dock at the industrial port rather than in the Marina because the Jolly Roger's draught – Wendy had kept a careful watch on her charges; the last thing she needed was one of them going into the water. A number of the parents had expressed unease with the outing, especially those who knew Hook's reputation, but Wendy and the school board and the Mayor had all vouched for the safeness of the expedition. Now that they were onboard, she let out the breath she'd been holding. So far, so good.

"They do seem excited, don't they?" Regina looked over the bobbing heads and gave a half-smile. "I think this just might work, depending upon how well today goes."

"You truly think tourists would come to see the ship?" Wendy wasn't sold on the idea. "I mean, with all the, um, unusual features of Storybrooke, wouldn't it be dangerous to have tourists coming through?"

"Of course. But we can't survive on just our own small economic output. That's been a long standing problem. We need to lure more industries here, and tourism would help a lot of people." Regina answered, tone clipped and sure, the old royal tone of authority. "May as well play up the magical aspects of town and benefit from it. Besides, the town is called Storybrooke." She smiled at that.

"It's just, well, I can't imagine Killian, I mean Hook, enjoying this. He hates children." She intentionally used his first name to see Regina's reaction and earned a sidelong glance of consideration. "What with the lost boys and" she hesitated just a second "Peter."

"He'll deal with it." A cold steel threaded through Regina's voice, but Wendy thought she sensed a hint of worry. "If he knows what's good for him."

"Well, now, that's the problem, you see," Wendy let her amusement show. "If it's good for him, he'll do the exact opposite, just for mischief."

"Argh, mateys!" Mr. Smee came out on deck, dressed in his pirate gear, striped shirt and scarf around his head; good, she thought, Killian was smart enough to know that too much of his sardonic humor would be lost on the kids. Smee, on the other hand, was the perfect person to deal with them, much more patient but no less a pirate just the same. "Are ye ready to live the life of a pirate?"

A chorus of "Yes!" mixed with "Aye" rang out.

"Good! We're going to descend into the bowels of the ship to start our day. Secret hiding places down there, for gold and booty, and a brig to hold the worst of the worst!" He led the children to the stairs and Wendy nodded to Alina that she'd be right behind them.

"I've heard that you know quite a bit about our dashing captain," Regina said. Wendy had been expecting the question, sure that Regina would probe for information.

"Yes, indeed." She'd thought out her approach all last night, lying in Killian's arms, mind wandering through possible responses. "He saved my life and helped me out of a tight place."

Dark eyes turned her way and focused intently. "Really? The story I've heard is that he tried to feed you to a crocodile." Regina's mask was firmly in place, and Wendy began to doubt Killian's plan or if she could pull it off.

"You haven't read the one in Henry's book?" She kept her tone light, just like she would when talking to a student. "After our first trip to Neverland, my brothers never quite re-acclimated to life in London. They decided they wanted to go back, to see Peter again, and I might have been older, but I was still foolish when it came to men. I thought Peter would be glad to see us all. I was only partially right."

"You were older and he wasn't interested anymore." Regina hit right to the heart of the matter.

"Yes." Wendy let a little silence stretch. She hadn't really planned on telling this much of the story, but, somehow, she knew she needed to. "And my brothers reverted to their lost boy status quickly, leaving me, a grown woman, alone on what was now a very hostile island."

"Neverland is for children; for adults, it's very dangerous," her smile suggested that she'd taken advantage of that fact before. "So, you went to Hook?"

"No. He saved me from the mermaids and I threw it all back in his face." She had to smile at the memory of him in that cave. "Then, when I realized that pixie dust wouldn't work, I had to swallow my pride and ask him to help me get home."

"And he did? He doesn't strike me as the charitable sort," Regina sneered at that.

"Oh, I paid him handsomely. Gold opens many doors, as you know. And there was the added bonus of being able to snatch me away from Peter one more time."

"Yes, I imagine he knew that eventually someone would wonder where you'd gone. That sounds more like Hook."

For a few moments, they stood together, the light breeze lifting their hair as Wendy listed to laughter float up from the hold through the open hatch. She could hear everything Smee was saying; he was in the middle of a story about indians attacking the ship and how the captain had fought them off. Throughout the very censored version of the tale, Regina was watching the emotions crossing Wendy's face.

"And now that he's here? I've seen the two of you together around town." Ah, there was the money question; could Regina use their relationship to her benefit?

"He does keep popping up doesn't he?" It was actually easy to let her emotions seep into her voice, that breathless quality when she thought of his touch, the dreamy look in her eyes of a woman already besotted. "He's an incorrigible charmer, that's true, but I'll still watch my pocketbook near him."

"You know, you were Henry's favorite teacher … still are," Regina began, "and you've always been protective of him, so I feel the need to warn you. He's only out for himself, dear. The man is incapable of love." Hardness was in her eyes … or maybe it was something else, Wendy wasn't sure.

"I don't believe that, Regina. Everyone is capable of love at some point." Speak of the devil, there he was, coming out of his cabin, and Wendy almost lost her train of thought. Back in full pirate gear, leather pants, red shirt, black embroidered vest and that damn long coat, he looked every inch the Captain of the ship. She tore her eyes away from him and looked at Regina. "Terrible events can change that, I know. But sometimes, the love of the right person can change it back."

Regina's look was pity mixed with only the smallest glimmer of hope; she opened her mouth to respond, but Killian came up to them then, swinging his arm out and bowing. "Ladies. Madame Mayor," he took Regina's hand and kissed it. She raised a disbelieving eyebrow in return. "And Darling Wendy." Leaning in, he kissed her on the cheek, letting his stubble rub against her soft skin as he backed away.

"The weather is cooperating, as expected," He said, and a smug little smile accompanied that comment. "And, may I say, that is quite a fetching outfit, my dear. You just need a pair of boots to complete the look." Damn him. Now she was thinking about those boots; she'd just have to punish him by wearing them, and nothing else, later tonight.

"I see you're dressed for the part." Regina was having none of Killian's charm. He inclined his head in acknowledgement as squeals and laughter floated up from just below them.

"Ah, they are at the canons. Smee had the idea to have them try to pick up the cannon balls, and I think he's telling a particularly funny story about loose ones rolling around during a storm. The man is actually good with children." He seemed genuinely surprised by that turn of events.

"And you're not." Regina made it a statement.

"I prefer lovely women, it's true," he winked. He was turning it on full force for Regina; Wendy felt just a little stir of jealousy, even though she knew what he was doing.

"I need to go find my class," Wendy huffed a little to let Regina see her reaction. "I think I know the way."

FAIRYTALE WORLD - Then

Dark windows greeted him as he returned from checking out the area; tucked safely away, most of the town residents took nightfall seriously, and they'd have to, living so isolated in the middle of the forest that was home to some seriously nasty creatures including the newest denizen. He'd hoped to learn more about the new resident of the chateau on the ridge, the one who had just appeared without warning, sending servants to town to gather up all of the necessities. But no one was talking, fear of strangers running too deep; only one young boy had stopped, but then his mother had bundled him back into the safety of their cottage, strings of garland spread above the doors and windows … he'd bet money garlic was woven in with verbena and nightsbane. These people were smart and much more willing to believe.

The Inn was just outside of town at the crossroads of the two small paths, the only option in the area; light spilled from its open door and windows where all the travelers hung out in the common room by the welcoming and warm fire. The sigils on the doorway and windows didn't surprise him; they reinforced the power of threshold. A place like an inn didn't have much protection, not like a home, but with the added magic, a vampire would have to exert a lot of will to enter.

He'd left the women with strict instructions to stay in their room out of sight, but he was doubtful they'd heeded his warning. They were all stubborn and headstrong, and he was about to give up trying to herd them. For some reason, they ran straight for trouble; he just didn't understand the women here. Everyone he'd met had been like these three: reckless, smart mouthed, and, if he was honest, beautiful. Wendy Darling he could understand somewhat; when he'd gotten the message from Hook about her, he'd half expected a hardened pirate to show up, not a lovely brown-haired Londoner with bright blue eyes. She'd looked the part, and her ease of acceptance of the whole situation spoke of her own fearlessness; anyone who'd survived on the Jolly Roger had to be fairly tough.

But Snow and Red? They both looked like the kind of women who should be dressed in silk and velvet, holding court over a roomful of suitors in a Mayfair salon. Surprised by their tenaciousness, their soft skin hid strength and resolve, Snow clearly used to leading, almost royal in her bearing. And Red? There was a well of sadness there that he'd seen that night in the woods, when he'd been tempted to do more than just touch her hair, the impulse to kiss those red lips almost overwhelming. But there was more to her, something almost … wild …. at home in the forest as much as the drawing room, something that drew him at a primal level. It had been a long time since he'd felt the stirring of interest for a woman, not since … and he didn't even have to do more than think her name to feel the crushing self-hatred at his failure to protect her come crashing back home in his heart.

Shutting his emotions off, he entered to find them sitting at a table, mugs in front of them, and two older gentlemen beside them; they were smiling and talking between themselves, voices hidden among the hubbub of the full room and the bard playing by the fireplace. A spike of anger flashed; he'd told them not to talk to anyone and here they were, chatting like old friends; what the hell were they doing?

"Van!" Snow said as he stopped by the table. "I'd like you to meet Roberto and Cinsero. They're the best tinkers in the area. Come, sit with us," she motioned to the innkeeper's daughter who was serving the room for another drink.

"I thought we had agreed you ladies were going to retire for the evening." He tried, really, to keep his anger from showing, but it was damned difficult when they were talking to traveling salesmen, the worst gossips in the world. Everyone in the next few towns these men visited would hear their story. "I still think that's the best idea."

"Oh, you said he'd be angry, but those are thunderclouds on his brow, Snow," the most balding of the men laughed.

The other, a little plump and dark-hair sprinkled with grey, joined in. "Boy, you'd better realize quick who you're traveling with and just do what she wants. You've already lost this battle, and just don't know it yet."

Heat suffused his face as his anger grew; they were making fun of him. "I don't care who you are," he directed to Snow, "you could be the queen herself and I'd still try to protect you."

"Maybe you need to tell Van what you were just telling us, Roberto," Snow said. She was a peacemaker at heart, he knew, and she would try to calm the situation. Red, however, just glared at him, those green eyes filled with judgment; he met her stare evenly, calmly. Safe was safe, damn it.

The grey-haired man spoke. "Seems that the folks over in Catalin were buying warding charms like nobody's business to protect the herds. From animals. And down in Suranne, glass bottles, pocket flasks, anything with a stopper they could carry. Since we pulled into town today, we've sold out of silver, in any form. And then there's this weird story floating around about a famous monster hunter in the area, a living legend, I'm told."

All frustration with the women left as Van heard the news; it was worse than he expected. If all three areas were under attack, a large number of the Baron's children were roaming these woods, and worse, plenty of minions infiltrating to spread the stories, stoke the fear; hell, word of their presence was probably already in the Baron's ear, and that meant very little time to plan or react. They had hours, maybe less, to prepare.

The tinkers seemed satisfied with Van's nod of response, happy to see that he understood what they were saying. "Martin's wife wouldn't even open the door when we stopped by in broad daylight; seems he's been hired to rebuild the walls of the old chateau, and he and his son had left strict orders for the rest of the family to stay inside the threshold. They haven't been home in three days," the balding man offered.

"Who sells the finest cloth and velvet around here?" Van asked. The two men exchanged looks.

"Bartram's widow kept his business going. But she's left town on an unexpected buying trip, rather hurriedly according to her neighbors. We usually sharpen her shears when we pass through."

The Baron liked fine things; his first impulse would be to make his new home as elegant and opulent as possible. All of the pieces fit. Damn. "Gentlemen, I'd advise you stay in your room tonight and not leave until its full light in the morning," he said.

"Got a last bit of the verbena and garlic if you need some," silver haired offered.

"We're taken care of, but thanks." Van shook his head as the two men stood and moved off towards the stairs, giving bows to the women. He let the silence linger for a whole minute while he drank the hot buttered rum in his mug.

"Did you learn anything while you were out?" Wendy broached the question.

"Not as much as you did, it seems. All signs confirm that he's here. The downside is that he knows I'm here too; he'll react fast, send someone out tonight to try and confirm it." Damn it all to hell, he'd hoped no one would know him here; traveling from one world to the next was supposed to give him the element of surprise.

"We already protected the door and window of the room; they won't get inside," Snow said.

"Good. You three stay there. Don't come out, no matter what you hear, understand?" He pushed his chair back from the table.

"What about you?" Red demanded, challenging him. He glanced around, noting the eyes trained on them around the room.

"You'll be safer if I'm out there. I can draw them away from the Inn." He stood and tipped his head to them. "Good night, ladies."

STORYBROOKE – now

So far the only mishap had been Andrew trying crawl over the half-door to get a sword in the armory, so the day was going down as a success. Their next to last stop was the Captain's cabin; the room had been set up to showcase maps on the table, a sextant for setting course, and open log books. Smee launched into a very entertaining story about a captain who didn't know his right from his left and the hijinks that ensued when they tried to sail into battle. At the end of it, Killian appeared in the doorway and the kids instinctively huddled tighter together until he'd smiled and bowed.

"Welcome aboard," he winked at Wendy, who'd tucked herself into the back of the group, by the foot of the bed beside Regina. "I'm the Captain of this fine ship."

"Are you Captain Hook?" Patty asked, eyes on the silver hook as it moved; a murmur ran through the group of children at that. They all knew the story; they'd read Dave Barry's Peter and the Starcatchers just a few months ago in class.

"Well, now, dear, there are many pirates with hooks; the sea is a dangerous and harsh mistress. I am Killian Jones, at your service." That wasn't exactly an answer, and Killian didn't know children well enough to realize it wouldn't satisfy anyone.

"Do you know Peter Pan?" Andrew demanded. "He's cool! Flies, and fights with a sword, and kisses mermaids." The other boys seemed to agree with him.

"Alas, I can't tell you much about him." Wendy could see his smile falter, the tension in his jaw; he caught her eyes, and a slow, wicked smile crossed his face. "But I can tell you about the adventures of Fearless Wendy, the pirate queen." She gave a slight shake of her head; he was not going to go there, not here, not with her standing so close to the very bed they'd shared. He wiggled his eyebrows at her, and she had the sinking feeling he wasn't going to stop. "Did she never tell you? Your teacher, Ms. Davies, has sailed the high seas herself. She even lives on a boat."

Eighteen sets of eyes turned on her, plus Regina's all-too-knowing gaze, and a flush rose in her cheeks. "Yes, I live on a boat. In the Marina here in Storybrooke."

"Oh, don't be modest. Shall I tell them the story of Wendy and the pixies? Or Wendy and the sirens?" His eyes shone with merriment and Wendy gave him her sternest teacher look.

"You're in trouble, Captain Jones," Andrew said solemnly. "That's the sit down and be quiet look." The other kids nodded in agreement.

"Thankfully, I am not afraid of your lovely teacher," he leaned against the edge of the desk and crossed his long legs out in front of him. "I'm pretty good at getting my way. That's what makes me a great pirate."

"You're going to be a dead pirate if you don't watch it," Wendy muttered under her breath and caught the ghost of a smile on Regina's face at her predicament.

"So, what will it be? Pixies or sirens?" And he had the audacity to glance over at the bed as he surveyed the children; little shivers ran up her spine and heat pooled. Damn him all to hell.

"Pixies!"

"What's a siren?"

"Isn't Tinkerbell a pixie?"

He completely ignored the Tinkerbell question – how that little bitch got such good press in this world escaped Wendy, and she always got angry when she thought about all the DVDs and little girls who idolized the pixie – and answered the siren one instead.

"Sirens are beautiful women who sing a song so lovely that men will jump overboard and drown trying to get to them." He was talking to the children, but looking right at her. "The story goes that Fearless Wendy had to tie the men to their bunks to hold them down and put plugs in their ears so they wouldn't claw their own skins to get free."

"Ewwwww," one little girl said, but the others were rapt with attention.

"But the captain of the ship, a rather handsome young fellow, wanted to hear the song, so she tied him to the mast, just like the one out there, left him able to hear, and determined to sail past the danger. But it didn't work. The sirens got on the ship and the captain tried to get free. She had to fire the cannons to disrupt the song and get them all to safety." His voice was silky and smooth; ever girl in the room, herself included, were under his spell. "Word is, half the crew fell in love with her that day. The other half already were."

"But why didn't she jump overboard?" That was Andrew again.

"Because girls are immune to siren's songs," Wendy said in her most formal teacher voice. "Now, I think we're supposed to try our hand at the wheel, isn't that right, Mr. Smee? We don't want to miss our bus back. It's pizza day today."

"That's right, Ms. Wendy," Smee took the hint and began ushering the kids out. "Out we go!"

Killian stayed seated as they filed out; she ignored him and turned to Regina.

"Sirens?" Regina asked, an amused look on her face.

"It was quite boring actually," Wendy replied. "You know how these things get blown out of proportion." She shot a quelling look at Killian, who only shrugged and continued to look sexy.

"I am well acquainted with sirens, and they are quite dangerous, even for women." A more serious perusal from head to toe followed as Regina looked twice at Wendy. "And pixies are annoying little obnoxious creatures that can do a lot of damage. I'm impressed."

Regina walked over to Killian and put her hands on her hips. "As to you, Hook," she spat out his moniker with distain. "I'm watching you. There's an old saying here: Keep your friends close and your enemies closer. I plan to keep a very tight rein on you and whatever you are up to. I don't trust you as far as I can throw you."

"Well, so happens I like tight reins, love," He drawled slowly, looking right at Wendy. "And handcuffs and whipped cream."

With an exasperated sigh, Regina turned from him. "Shall we?" She motioned towards the door, waiting for Wendy to precede her. Wendy headed out on deck, saw the children gathered on the poop deck as they took turns at the wheel; Regina walked behind her, and then pulled even with her. "For what it's worth, I can see the appeal. But he's using you, you know."

"And I can't use him for my own pleasure?" She said quietly. Startled, Regina simply stared for a moment, then she smiled and laughed.

"Oh, my dear, I have the feeling you and I may just have to become friends."

FAIRYTALE WORLD – then

"Is this some sort of self-sacrifice?" Red said from the stall door; she'd thrown her hood up and shadows covered her face, the only light coming from inn door. "You don't have to do this. Tell us what's coming and let us help."

She watched him shake his head, resolved. "I'm sorry, but I won't be responsible for innocent people getting hurt if I can stop it. There are a lot of people in that inn and this village who don't deserve to be in harm's way."

"Van." It was the first time she'd said it, his informal name; his eyes widened and he crossed the space to where she stood.

"It's not that I don't think you can take care of yourself," he said. "I know what we're up against and he will eat you for breakfast. It's my job to make sure that doesn't happen." Catching her hood, he pushed it down, and then dragged his thumb down the side of her face. Little tendrils of warmth curled out from his touch.

"Wendy says that where you're from women are to be protected, stay home and wait for the men." The words came tumbling out haphazardly, the feel of his fingers on her neck, his thumb on her chin, distracting her. "You don't know what I am capable of."

"I'm beginning to believe you are capable of almost anything." Blue eyes dropped to her lips and he dragged his thumb across her lower lip; breath stopped and then she released it, air brushing across the pad of his finger. More than anything, she wanted this, and she leaned into his caress, heedless of the warnings go off in her brain. Cupping her face, he dropped his mouth to hers, so light she could have dreamed it, just a whisper of breath; eyes drifted closed when he increased the pressure, tugging her chin down with his thumb to part her lips, tongue ghosting across the space.

"Well, well, Abraham, she is quite lovely. Very different than Lucy, but beautiful just the same."

Tall and lean, skin pale, hair white blonde under his silk high hat, the man was dressed in a black suit coat, a tapestry waistcoat, riding boots gleaming black. He looked completely out-of-place in the stable of a country inn. Everyone of Red's senses were on alert; the newcomer smelled of mold and wet dirt, of death and blood; the wolf in her rose, even though full moon was days away, some ancient hatred bringing a growl to her throat.

"We buried you Quincy. I should have known better." Van stepped in front of Red, putting his body between her and the other man.

"Yes, you should have. But that's a moot point now. He wants to see you. May as well bring your little rose with you. You know how he feels about taking women away from you."