"You can go Emma, I told you last week."

Granny Lucas looked up from the musty, leather-bound ledger in which she was adding the figures for the last night's takings. Her glasses had slipped down her nose and the quill she was using was currently lodged between the thick strands of her loosely chignoned grey hair; combined with the look of concentration on her features she was quite the formidable spectacle.

Emma, who had been engaged in sweeping the private areas of the tavern, paused, her fingers tightly gripping the broom. "I can't," she said.

With a frown, Granny fixed Emma with a disapproving glare, "That son of yours needs his mother. It's been almost six weeks since you last went."

"We're too busy," Emma insisted, "You and the girls-"

"Will manage, as we always do."

In Emma's defense, Doveport had seen an increase in sea traffic in the past few weeks. Now that spring was beginning to fade, the trade routes to the east and west which crisscrossed near the small town had become busier. More ships were making port and the tavern had been packed almost every night. But perhaps the real reason for her reluctance was she was unsure whether her son would want to see her so soon. They hadn't parted on the best of terms and he had only written twice in the interim - both letters more lists of events that had happened in her absence, with no reference to the disagreement that had passed between them.

Ignoring the woman's words, Emma restarted her chores, sweeping the bare floorboards with short, strong strokes that sent particles of dust spiraling upwards creating dizzying patterns as the early afternoon sun streamed in through the shutterless windows.

When she had first came to Doveport she had made sure to return to the small village where Henry had remained at least once a month. He was well cared for there, that she knew. But he was still such a small boy and he needed his mom.

And she missed him.

The separation had become easier as he aged and she became accustomed to the distance. The letters he sent her helped too. Slowly, the trips had slipped in frequency. It took over half a day to reach Seaton by hire carriage and then a two mile walk. In order to make it a worthwhile endeavor it required her to take at least three days away from the tavern. Which meant three days less earnings and being three days less closer to her goal.

And she was so close.

(Kind of.)

/

It wasn't often that Emma thought of Henry's father, but that afternoon, sitting in the small courtyard of the tavern, she soaked up the gentle spring sunshine and let herself indulge in the past.

She was seventeen when she met him.

(That was what her birth certificate said. Or what counted as her birth certificate. She'd been found, abandoned, by the side of a rural road; only hours or days old. She wasn't sure when she had actually been born.)

But sometimes life has a funny way of making you grow up fast. And a childhood of innumerable foster homes and broken promises certainly qualified. It was a life that hadn't broken her spirit, but had made her distrusting and closed off to all but the most persistent.

By her mid-teens, she was an expert in escaping foster care - only returning to her foster parents by coercion. Until sometime when she was sixteen they just seemed to stop trying. Figures, she had thought. Her own parents hadn't wanted her, why would anyone else? Thankfully, Emma Swan was smart and a quick learner. The street had a thriving underground of people just like her who did what they had to do to theft wasn't perhaps the most decent way to live but a high school dropout with no other options had little choice.

And theft was how Neal Cassidy had came into her life. Well, attempted theft. After a botched attempt at stealing an old VW bug (which, it turns out, he had already stolen) and some sweet-talking of a police officer things had led to a coffee date on the swing set at a nearby playground after dark. There they'd talked and shared a little of themselves.

He was so different from anyone she had ever met: impulsive and confident with a way of making her feel like anything was possible. He had wavy brown hair and soft hazel eyes that crinkled when he smiled. He did that a lot; smiling, laughing… It was like nothing could phase him. She liked that. It somehow made her forget about the worries of her past and live in the moment.

Emma had started falling for him before her paper cup was empty.

And even though he was a few years older than her, he had this lost look sometimes that made her feel so protective of him- Both of them had no family or anyone else who really mattered to them in the world. So they took care of each other, falling into a quick friendship, which melted into something more in the the car she'd tried to steal, one night during a rainstorm-

Twisted up on the back seat.

Cracked leather scraping against her bare skin.

The windows fogging up.

Trying to be quick in case someone came by-

It was her first time, but he was gentle and kind: she didn't regret it.

Just like she didn't regret her son.

Neal Cassidy was the man she'd thought would be the love of her life.

Until he'd left her.

(Abandoned her.)

One dark, damp night, he ran. Leaving her to take the rap for his petty crimes. Some stupid watches he had stolen.

He'd jilted her for a few thousand dollars worth.

Her love for him had died as she hid from the cop car that chased her through the backstreets of Boston. The tears falling down her cheeks had washed away the hope she had for a better future. She was on her own again.

She'd known for ten years now that he was the person who had disappointed her the most. Which is saying a lot when the relationship had lasted only six months. Hell - shouldn't it be the parents who abandoned her (by the side of a road-) be the people she was most ready to blame for her misfortunes?

Probably.

But Neal, well... he was real. Not some story she'd made up in her head, or some faces she'd tried to conjure up by squinting at herself in the mirror. He was real: flesh and blood, with strong arms and a soft laugh and a way of making her feel so safe and also capable of anything while her parents remained faceless images, which she never dared hope to meet in person someday.

God it still hurt sometimes when she thought of him. Though the sharpness of the pain had dulled over the years; it was now more of a sad ache, deep inside. It was especially tart sometimes when she looked at Henry and saw his father's features in the slope of his nose and the way his lips curled upwards.

Finding out she was pregnant seemed like the final kick in the teeth from life. It was like some kind of cruel joke, taunting her about what she could never have.

A real family.

When Henry was born and placed in her arms it had all seemed so surreal. Barely 18, lost, confused, betrayed… a mother. Needless to say it was not surprising that she had tried to push him away, sobbing to the midwife that she couldn't be a mother. Because how could a homeless orphan raise a child?

Collecting her thoughts, she went back inside to where Granny was still hunched over the ledger. The old woman lifted her heat as the door closed.

"Go see your boy. He needs you. And you need him."

This time, Emma didn't protest. She knew the old woman was right. She couldn't hide away from her son forever. They were the only family each other had.

/

The last mile of the journey was hard: all uphill and the path barely meriting the name, being barely more than a collection of rocks hastily raked over with the grey surrounding soil. The soles of her feet throbbed painfully in her boots as she trudged along the small street that made up the entirety of the hamlet of Seaton.

The small dwelling had formed many years ago when precious minerals had been found within the ground. Traces of tin, copper and iron had tempted miners from the nearby kingdom of Arendelle to seek their fortunes in the hills that lined the border with the Glowerhaven. The irony of naming someplace Seaport that was half a day's journey from the sea, seemed lost on the founders.

The settlement had quickly grown; buildings tossed up from the timber of the surrounding forests: stores, lodging houses, drinking dens. Eventually those dwellings became more permanent. Farmers arrived to feed the growing population. Until, almost overnight, it stopped. The ground gave up the last of its ores. The number of residents plummeted. The bustling town became a quiet village, far enough away from anywhere important to be forgotten by all but those who lived there.

"Mom?"

Hearing her son's voice made Emma smile instantly and forget the pain in her feet. She picked up her skirts and ran the remaining distance to where Henry stood waving his arms in the air outside the small cottage he called home. A few paces from him, she dropped the bundle she had brought with her and wrapped her arms around her son, drawing him close and thinking how tall he was and that it would only be a few years and she'd have to reach up to hug him.

"Hey kid," she mumbled into his ear, pressing a wet kiss on his cheek. Immediately Henry pulled back, scrubbing at the damp patch with the palm of his hand.

Taking a chance to get a better look at her son, Emma placed her hands on his shoulders. His hair was getting long, curling about his ears. She'd have to make sure Marco took him to get a haircut.

"You look older."

"I am almost 12, Mom," he replied with a roll of his eyes. Shrugging off his mother's touch, he bent down to pick up the knapsack she had discarded. As he stood back up, she reached out and placed a hand on his arm.

"I'm sorry," she began, "About my last visit. The fight-"

Her son looked up and she sucked in a breath as she suddenly found herself looking at Neal Cassidy's eyes. "It's fine Mom. Really."

"But-"

"I've talked to Marco. He helped me understand."

"Really?"

Emma's hand loosened their grip on his arm.

Henry nodded.

"So you understand why I have to stay in Doveport?"

He shrugged, kicking the toe of his boot into the dirty path, "I guess. Marco explained how you needed to save money for our future and you couldn't do that here. He said you can make twice as much at the tavern as you could farming or crafting out in the country."

Emma hesitantly pulled away her hand as Henry threw her bag over his shoulder.

"That's right."

"But-"

"Yes?" she asked.

"I still wish I could come with you."

Shoulders sagging with relief, Emma beamed at her son. "I wish that too. But it's so much better for you here. You have space and fresh air and Marco is an excellent tutor. And I promise it won't be too much longer until I have enough."

"You mean that?"

Crouching down until they were eye to eye Emma held out a clenched fist. "One more year. Punch promise."

Grinning, Henry formed a fist with his own hand and tapped it against his mother, before grabbing her hand and tugging her into the small building at the end of the path.

The thatched roof cottage that abuddted Marco's small carpentry studio was freshly whitewashed on the outside and clean as a pin within. Each piece of furniture was expertly handcrafted and finer than anything Emma had seen elsewhere. Marco was a talented carpenter and Emma had sometimes wondered why he had sequestered himself in this small town when his craft was in such demand in the big cities. He could have been a rich man. But she had to concede money had never been something Marco had shown an interest in.

"Surprise!" Emma announced when she saw the silhouette of the old man, stood at the back door wiping his hands on the apron around his waist.

"Emma! You're home!"

This time she let herself be pulled into a hug. Marco was tall and thin with gangly limbs and sharp shoulders but somehow that all melted away when he tugged her close and pressed a kiss on her forehead.

"You just missed August. He left yesterday," he told her as he released his hold on her, running his hands down her arms, almost as if he was looking her over, checking she was okay.

"That's a shame," Emma said, smiling briefly as she moved over to the small dining table where Henry had placed her bag.

"Yeah," Henry piped in, "he was bummed you weren't here too mom. He's almost finished his book now!"

"Really?" Emma sighed, waiting for the subject to change.

August was another member of this household who she had last seen on less than pleasant terms.

Marco's only son, August was a little older than Emma and had become somewhat of a big brother to her when she had first started living with the old carpenter not long after arriving in Seaport.

Emma soon began to learn that he was kind and interesting, if more invested in his books than learning his father's trade. That had disappointed Marco. Emma knew he had long wished his son would one day take over his business. But instead August had left the family home a few years before her own departure to Doveport, determined to seek his own way in the world. He'd returned from time to time - full of tall tales about his exploits that Emma was always a little dubious of (yet Henry loved). At some point, he had decided that his true calling was to be a writer, and to do so he would need to travel even further afield, to experience more so he could write about it. So his absences increased in length.

The last time he and Emma had both been in Seaton had been almost six months ago. The winter weather had been in full swing, bringing with it icy coolness and sheets of rain that sometimes transformed into snow. He had returned from a visit to the Enchanted Forest, full of stories of it's magnificent castles and lakes and tales of the magic that used to reside there. They'd all sat up late around the fire as he talked until Marco had fallen asleep and Henry was barely keeping his eyes open. Emma and August had put their respective charges to bed and returned to the kitchen where Emma had started making a batch of herbal tea.

(Oh how she missed hot cocoa.)

And then he'd kissed her.

She'd dropped the cup in her hand, the china shattering on the bare wooden floor as August professed his love for her, telling her how he had thought of her often, how he wanted her and Henry to come with him, to see the world, to make a fresh start-

Her racing mind was barely able to keep up with his words.

She'd shaken her head, stepping away and grabbing a rag to clean up the mess as he just kept talking.

About how perfect they were for each other and how he could provide and care for her and-

She'd slapped him.

And then shocked at what she had done, she pressed her tingling palm against her mouth to prevent herself from crying out.

He'd stared at her, the bloom of pink streaking across his face in a perfect imprint of her hand.

Silently nodding, he'd knelt down to pick up the pieces of the broken cup.

"I'm sorry," she whispered as she wrung out the rag, "I shouldn't have done that."

"It's… It's fine. I shouldn't have kissed you. I clearly saw something that wasn't there."

Her heart had sank.

Did she like August? She'd never thought of him in that way. He was almost a brother. And she and Henry weren't going to be there much longer anyway-

(She hoped.)

"You deserve better than me," she'd told him as the last evidence of the broken cup was removed.

Dusting off his hands, he'd looked her in the eye.

"You're worth a lot more than you think, Emma Swan."

He'd left before any of the others rose the next morning, leaving a note about catching an earlier carriage and promises to write soon.

The whole experience had left Emma feeling unsettled. She'd avoided romance since Henry was born. Not that life in Seaton afforded much chance for that. In fact, she'd grown quite accustomed to that part of her life being over. Even when she had moved to Doveport and met Granny and been given the job in the tavern. Even then she'd never dreamed of truly trusting a man again in a romantic way. Sure, plenty ogled her as she served, and some even tried to touch her. But she never let them get so close, quickly learning how to ward them off with a flash of the dagger Marco had given to her when she had moved or a kick to a sensitive part of their anatomy.

They never saw her in a more than physical way.

That had suited her just fine. Henry was the only man she needed in her life.

(Okay, and Marco. But that was different.)

"How long are you here?" Marco has asked, placing a tin cup full of cool water in front of her.

"Just a couple of days. The tavern is very busy."

"Spring tides," Marco nodded.

"Yeah," Emma agreed as Henry suddenly reappeared.

"Are you going to make it back for my birthday then?" he frowned, taking another of the seats at the small wooden table.

"I'm gonna try real hard, kid."

His birthday was in four weeks and she'd never missed one yet. She'd make it work.

"So what do you want for your present?"

Henry tilted his head, his tongue poking out between his lips as he descended into deep thought. It was times like these that she loved; he was still a kid, still sweet and loving, not yet weighed down with the world.

'I'd really love a training sword."

"A what?" she asked, taken aback that her son would ask for a weapon.

"It's made of wood, people used them to learn to sword fight. Some of the other boys in my school are learning. They say it's important in case another war breaks out."

"There hasn't been a war in 50 years," Marco pointed out in his soft drawl.

"It can't hurt to learn, can it mom?" he gave Emma big, pleading eyes, "I need to know how to protect myself."

Emma sighed. Here she was relishing in that fact he was still a child when all he wanted to do was grow up.

"We'll see," she said, which caused a grin to erupt on her son's face, "But if I do agree to this present, I want Marco to arrange proper lessons for you."

"Mom, you're the best," he beamed, giving her a quick hug.

He was gone a second later, running out into the garden to the sound of Marco's gentle laughter.

"Boys will be boys," he sighed.

"Yeah," she nodded, "I guess they will."

/

It felt like she was saying goodbye mere hours after she had arrived. Henry had clung tightly to her, making her promise again that she would be back in time for his twelfth birthday celebrations.

She slept most of the carriage ride home. She was going to arrive in time to work that evening, so she needed all the rest she could muster.

She'd dreamed of Henry growing up.

Of him going home, where he belonged.

Of learning to drive and going to high school and college and all the things she never had for herself. When she woke, she wore a smile of contentment and hope. Maybe it would soon be more than a dream.

She hoped.

The carriage deposited her and the other travellers in the main square of Doveport: not a long walk to the tavern but not one she relished as a cool rain had started to fall. With a grimace, she had picked up her bags and prepared to spend the journey picking her way through the packed-dirt roads that turned into muddy pools with only the slightest provocation.

"May I be of assistance?"

Looking up at the sound of the voice, she shouldn't have been surprised to see the smiling face of Killian Jones looking down at her from a small - but expensive looking - horse and buggy.

"Jones," she said flatly, frowning a little as raindrops began to obscure her vision.

His face fell into an exaggerated frown. "Is that all the greeting I get? I'd have hoped for something more from my dashing savior."

She really didn't want to smile, but it was difficult not to when presented with his ridiculously handsome face pulling such an absurd expression.

Starting to walk away, she called back to him, "Thank you for the pastries."

Of course, he nudged his horse to follow, the large wheels of the buggy easily gliding through the thickening mud. "Ah, so you did get those."

Emma realized that he wasn't going to stop following so she paused and turned on her heel to face him and using her hand to shield her face from the rain. "Can I help you, Jones? I'm in a bit of a rush-"

"I can give you a ride," he suggested, indicating to the empty seat beside him.

Emma's cheeks flushed, as if the idea of being so close to him was somehow dangerous. "That wouldn't be appropriate," she insisted, shaking her head and taking a tighter grip on her knapsack.

"But we are friends, are we not? And friends help each other on occasions such as these." He pointed upward to the sky where the clouds were now an ominous slate grey.

"We're not friends."

"Well I'd say three - no four - meetings now surely makes us more than acquaintances."

She was just about to protest that, no, that is exactly what they were when out of the corner of her eye she saw a figure approaching. It only took a few seconds to recognize the tall, gangly form of Walsh Diggs.

"Is this man bothering you, Miss Swan?"

"Um, no, he's-" Emma looked back to Killian and then again to the new member of their trio. "He's a friend." - She could almost feel Killian grinning even though she was looking at the other man. "Walsh Diggs, this is Mr. Killian Jones, he's new to town. Jones, this is Walsh, he's a shopkeeper."

Killian reached down from the buggy and shook the other man's hand. "So you're in trade? A fine way to earn a living."

Walsh's nostrils flared as he took in the other man. "The best furniture store for 100 miles. You should come in sometime, I'm sure I would have something to your liking." His eyes were wandering over Killian's glossy black horse and expensive ride. It was clear he was wealthy.

"Then I will," he nodded in reply before turning back to Emma. "Are you ready?"

For a second she hesitated. She really hadn't agreed to taking a ride from him, but it was raining and the alternative was staying here and Walsh no doubt insisting he walk her back to The Rabbit Hole.

"Sure," she smiled, tossing him her bag and accepting his hand as he went to pull her up next to him.

She shivered when his gloved hand wrapped around her own, strong and with a firm grip, easily assisting her into the buggy. Quickly she arranged her skirts and her cloak on the seat next to him before waving to Walsh.

"Goodbye."

"Perhaps I will see you soon, Emma? I could call into the tavern later-"

"Oh, we're really busy right now. You know, all the ships…"

"Some other time then?"

Killian had already started the horse moving again as she gave a noncommittal reply. The two rode on in silence for a few moment, now safe from the rainfall Emma felt a chill from her damp clothing.

"There's a blanket under the seat."

Emma looked where Killian said and sure enough there was a woollen blanket, as new as a the buggy, soft and warm, woven from different shades of blue yarn.

"Is that man a sweetheart of yours?" Killian asked as she arranged the material around her shoulders.

"No," she replied, with a little more defensiveness than she would have liked.

"Ah, so you rejected him then?"

"No- I mean, we aren't like that. He's just…"

"A friend?"

Killian turned his head to her, raising his brow in that teasing way she was beginning to recognize.

"Something like that."

The insulation provided by the blanket began to quickly warm her. She bunched the material between her fists and held it tight.

"He wants more. It's very clear. The way he looks at you-"

Emma's cheeks flushed pink at Killian's words.

She was well aware that Walsh liked her. He had been trying to court for the past few months. So far she had managed to avoid having to let him down. She hoped he would take the hint when she was always too busy to talk to him and always finding an excuse to remove herself from his company.

"Well, that's not going to happen."

"Why - someone else caught your eye?"

"Why are you so interested?" she snapped. And almost immediately she regretted her outburst. She had this awful habit of speaking without thinking.

"Just making small talk," he said. "No need to get defensive, love."

Emma shook her head, looking out from the buggy, watching the streets empty as the last citizens sought shelter.

Then she allowed herself to look at her driver.

He was, of course, well dressed as usual. In a tailored coat and trousers that were a tasteful combination of leather, wool and linen. As she glanced at him, she noticed his undershirt and how it was unbuttoned so low that she could see quite the expanse of chest; chest covered in thick, dark hair which had her feeling hot about the collar as a quick image of just how far that hair covered his body flashed through her mind.

She tried to push it away. She would not find him attractive. She couldn't.

"So you're back then."

"You doubted I would return?"

"I hadn't really thought about it," she lied. She had. On more than one occasion.

(Make that several occasions).

"Well it seems I've taken quite the liking to this town."

"I can't see why, it's a very ordinary place," she pointed out as the buggy plowed through a large puddle sending a small wave of water towards the buildings lining the road.

"It has its attractions," he replied and she could feel his gaze on her.

He couldn't possibly be talking about her. Could he? She swallowed back that idea and sought another subject.

"Your face healed well," she finally said.

"Aye, a few weeks and a fine healer did a good job of making me as handsome as ever."

Emma tutted, "You're so arrogant."

"It's not arrogance if it's true."

"I think it still is."

"Ah, so you do think I am handsome?"

He was such a shameless flirt. And by god she wished she didn't enjoy the way he teased her.

Thankfully, she was saved having to reply when they reached their destination.

(She did think he was handsome. Very handsome. But that was beside the point.)

They pulled up outside The Rabbit Hole, the black horse slowing to a stop as Killian gently tugged the reins. The rain was turning heavier now, clattering against the roof of the buggy.

"I am sorry if I pried too much earlier, Emma."

"It's fine," she insisted with a shrug. She pulled the blanket from her shoulders and then reached for her bag. Killian's hand was suddenly on her arm.

"I honestly just want to be your friend."

"Why?" she snorted, at a loss to determine what interest a man such as him would have in a woman like her.

"You intrigue me. I can't figure you out."

Emma rolled her eyes. "Some puzzles aren't meant to be solved," she said with a grimace. "Maybe I don't want to be figured out."

"And maybe I love a challenge," he drawled, somehow urging her to look at him, until for a second she was drawn into the spell that his handsome face seemed to cast. The world seemed to stop. Her breathing hitched. Slowly he pulled the blanket from her lap and in that moment the scent of his cologne seemed to pick up on the wind and she hummed softly as the woody notes wrapped around her.

"Thank you," she whispered, "For the ride." Her eyes fluttered away from his as a her stomach seemed to contract,

"My pleasure," he nodded sincerely.

Then she slid from the leather seat onto the muddy sidewalk outside the tavern.

"We're still not friends," she reminded him.

"But I am growing on you."

She didn't reply.

A/N: Yes, lots of backstory again. This is the most plot-heavy story I have ever written and it's certainly a challenge. I feel like I'm setting up a game of chess and need to get all the pieces in place. So we've met most of the main players for this part of the story, next chapter ramps up the action and I promise a lot more of our errant prince and stubborn barmaid becoming entwined in each other's lives.