"Shhh," Killian hushed from his place between Emma's legs.

"I'm trying," she whispered, her voice strained as her fingers dug into the comforter beneath her. But it wasn't that easy with his tongue working in circles and two fingers pushed inside her, curling around and pressing against places that made her toes curl and all reasonable thought leave her head.

Yeah, it was like that between them.

Freaking amazing.

It had been two weeks since they had fallen into bed together. Two weeks of glorious sex interspersed with intimate conversation and sleeping intertwined.

And not telling a single soul about what had happened.

See, at first, it had been they just wanted to wait a few days, let themselves figure out that was happening between them before they brought anyone into the mix. And then they kinda liked it being a secret… the sneaking around was fun, and admittedly a turn on - even though right now all she wanted to do was scream out his name.

Sure it had been tricky slipping in and out of one another's rooms and acting like things were completely normal.

But it was fun.

And Killian? Well, he was a revelation.

Yes, he was great in bed. Clearly he'd picked up a trick or two over the years, but far more importantly than that he paid attention to her. He focused on her wants and needs, easily slipping between the cocky guy who made her laugh and the deviously sexy devil who told her in explicit detail what he wanted to do to her and had her half undone before she even got her pants off.

He'd told her about his childhood in England. She'd told him about growing up in foster care. The first seeds of intimacy being sowed beyond that which required naked skin.

They hadn't labeled what it was yet.

There was still that barrier between them, a final layer of restraint that she could feel slowly dissolving as as they held each other and talked into the night.

She could wait. It was worth it.

Trying to keep a stupid grin off his face - at least in the loft - was bloody hard.

He'd not felt so giddily happy since… well, he wasn't sure he ever had.

She filled his every waking thought. Emma's smile. Emma's eyes. Emma naked beneath him panting and digging her nails into his back (he wore those marks with pride, even if he had to hide them).

She was… she was…

God, he didn't even know where to begin.

All that growing tension and wanting between them, all that overthinking and worrying, well it seemed crazy now. Now that they'd spent the last dozen nights sharing each other's beds, talking and exploring each other into the wee hours.

Emma drove him wild. The way she teased and tormented him, the way their bodies fit together… it was mindblowing. After so many years of meaningless sex he'd not thought it possible to feel a real connection with someone ever again. But here it was happening, the connection deepening with every kiss and touch.

Yes, both were still hesitant. They hadn't had 'the talk', but it wasn't like either of them was seeing anyone else. And soon enough they would have to address the issue of letting their friends know something was going on - he wasn't really sure how long this sneaking around business was going to last.

But they had time.

A little more time.

It was morning, barely light but enough to brighten the room sufficiently to be able to look at him clearly. She was curled under his arm, her face pressed into his side, one hand splayed over his chest. Emma listened to the steady beating of his heart, a warm feeling spreading through her body as she snuggled closer-

"Killian! Can I-"

She couldn't react before the door opened, beside her Killian began to rouse, pressing his free hand against his eyes.

"What the-" he began, his eyes flickering to Emma's.

"Emma?" David cried, his eyes bulging as she watched in horror. Clawing at the comforter, she pulled it higher.

"Oh god," she groaned, cheeks blazing.

"Dammit, Dave, you ever heard of knocking?" Killian spat as Emma buried her head in the sheets.

"Um, oh shit, damn…"

Emma had never heard David swear before and it took all her self control not to burst into laughter.

"Mate," Killian pleaded and Emma snuck a glance at their fair haired roommate to see him as red as beetroot.

"Yeah, I'll-"

The door shut again and Emma shuffled to sit up.

"Fuck," Killian sighed. "That was…"

"Awkward," Emma finished, dampening her lips with her tongue.

"Aye," he nodded, in that gravelly tone of his that sent shivers to her groin. Leaning down, he pulled her into a kiss.

"Well I guess the cat's out of the bag now, then."

"I suppose so," he agreed, running his hands over her forearms, more shivers flickering down her spine. "Not exactly the way I'd hoped though."

"Same," she agreed, accepting that the little bubble they had created for themselves was about to burst. "It was going to happen sooner or later, I guess."

"What do you think they're going to say?"

Emma paused and then shrugged. "I have no idea. I mean what can they say, we're adults?"

"That we are," he replied, a devious twinkle in his eye that made her blush once more. She really couldn't get enough of him. "Urgh, we really should get up-"

"Yeah," she moaned, running a hand over his chest again, loving the feel of the hair beneath her palm.

"You have work," he continued, rocking up his hips.

"And you're on delivery today-"

"Aye…" he hummed, as she crashed back into him.

Work could wait a little.

The best part of working the early morning shift was finishing at what Robin would term 'a reasonable hour'. In this case he was back at the loft by 3pm, which allowed him time to putter about his room before Emma returned.

He'd decided that he would ask her on a date tonight. A real one. Now that Dave knew about them he was pretty sure everyone else would soon, if they didn't already. No point to keep hiding things.

He'd just sat down in the living room to catch up on some shows he had TiVO'd when the man himself, David Nolan swung into the room. Killian stiffened immediately, not overly sure what to expect.

"Mate," he nodded as David took a seat next to him.

"Killian," he replied. The two sat quietly for a few uncomfortable seconds. "So. You and Emma."

His tone was judgmental in a way only Nolan could be.

"Yes."

"What exactly is going on?"

Killian opened his mouth to reply, not really knowing how to classify the last two weeks, when of course that was the moment Emma decided to come waltzing in the front door.

"Oh," she cried when she saw the two men on the couch. "Um, hi David."

"Hey Emma," he greeted, "We were actually just talking about you… two."

"Really?" She smiled thinly, dropping her purse on the small table in the hallway and making her way towards them, joining Killian on the couch but he noticed sitting a careful distance from him. "And?" She continued.

"I was just asking what is… this," David replied, gesturing between the two of them.

Killian looked at Emma. Emma looked at Killian. Her eyes were as wide as he was sure his own were.

"Uhhh…" Killian paused, "We haven't…"

"We haven't labeled it yet," Emma finished, rubbing her palms anxiously over her jeans.

David shrugged, "Well, if you had to venture a guess? Boyfriend and girlfriend? Roommates with benefits? This affects the rest of us, you know."

Emma looked over at Killian, her eyes wide and a question on her lips.

"I don't know that it has to, mate. I mean, we've been discreet so far. It's not like we're going at it in any of the common areas," he grinned, hoping a little light humor would diffuse the tension he could see building in his roomate.

"And when it doesn't work out?" David asked, folding his arms, "Then what?"

This time Emma spoke up. "Who said it won't work out?"

David shrugged, "It's just…" he gave Killian a quick glance, "You don't have the best track record."

"Thanks," Killian snapped, his mood darkening instantly. If a man who had known him for years didn't believe in him, how on earth could Emma?

"Look, I just don't want this to blow up in your faces."

"You mean your face, Dave?" Killian pointed out.

David smiled wryly, "Killian, you're like a brother to me. And Emma, I like you as a roommate but I like you even more as a friend. And Mary Margaret loves you. I just…"

Emma reached over and patted his arm, "Hey, relax. We're taking it one day at a time, maybe you should too?"

Slowly, David nodded. "Okay. I'll try, but just, you know-"

"I know mate," Killian sighed as David stood to leave the room.

David lifted a hand and walked away in the direction of his room. Emma took the chance to slide onto the sofa beside Killian.

"Well since we don't have to sneak around," she said, leaning in to kiss him.

But Killian was still mulling over David's words and pulled away, leaving her with a confused expression.

"What if he's right?" he asked.

"What do you mean?" She asked, leaning back a little and narrowing her eyes.

Killian couldn't look at her. Doubt and insecurity taking over as he stared at his hands. "What if I screw this up? God, the last thing I want to do is hurt you."

"You won't. I trust you."

He took a deep breath and clenched his fists. "But I don't trust me. You don't know what I'm like Emma… I'm not a good person."

No, he wasn't. He was at best, a womanizing drunk who'd somehow dragged his arse through the last decade with nothing to show for it.

"Says who?"

He was silent, too afraid to answer her. Everything that was between them so far was so fragile and delicate, he knew it would only take the slightest stupidity on his part for her to hate him.

And he couldn't have that.

Finally, he let himself look at her. Her brow was furrowed and her eyes were dull and lacking in lustre. She was chewing on her lip as she studied him.

"Killian," she began quietly, "I can't force you to be with me. I can't force you to see what I see."

"Maybe you don't see the real me?"

"Really?" She cried softly, "Is that what you're trying to tell me? That I'm a bad judge of character and all this dancing around between us has just been an act?"

"I don't want to hurt you," he repeated, a heaviness in his heart as he spoke.

"Who says you will?" She countered, tilting up her chin.

And damn, he just wanted to kiss her.

"Maybe we should talk about this later?" He sighed, taking the coward's way out again. "I just…"

He didn't really have a reason to add. He just wanted to think some more. To tidy up these thoughts that David had planted in his mind.

"Okay Killian," she sighed, "Well, you know where I am when you want to talk."

And for the second time, he watched Emma Swan walk away. Only this time he let her.

When Emma's phone rang as she entered her room, she cursed as she fished around in her purse and pulled it to her ear.

"Hey," she sighed when she saw Ruby's caller ID.

"Good afternoon," her friend quipped, "How do you feel about a night at that new club that's opened downtown tomorrow? Victor's friend is an investor and he's been comped a VIP table!"

Although Emma could hear the excitement in her friend's voice, she couldn't muster anywhere near that enthusiasm.

"I'm not sure," she admitted, peeling off her leather jacket.

"Free drinks Emma! Come on, you're my wingwoman!"

Emma rolled her eyes as she sat to toe off her boots, "Really? You're taken, Rubes. And I'm guessing that Mr. Doctor is going to be there too?"

"Okay," Ruby sighed, "Look, Victor has this friend and he kinda wanted to make it a double date so I said I'd talk to you."

"Ruby," Emma groaned, "Look, I'm sorry I have other plans."

"Emma, that better not be getting drunk and buying things you don't need off eBay, we talked about that-"

"No, I'm just-" she sought an excuse, "Tired."

"Emma," Ruby hissed in a warning tone, "What are you not telling me?"

This really wasn't how she wanted to tell her friend.

"It's Killian," she admitted.

"What? Has he done something? Has he hurt you? Damn I'm gonna-"

"No," Emma hissed, "Nothing like that. Just…" she took a deep breath "I'vekindabeensleepingwithhim" she blurted out, the words molding together into one big chunk.

"What the fuck? And you've been keeping this a secret for how long?"

"Just a couple of weeks," Emma insisted, flopping back on her bed, the phone falling beside her ear. "It's complicated."

"What's complicated about FINALLY banging your hot roommate, Emma? I can't believe you've been holding out on me! Details, girl!"

"Well we haven't really put a label on it yet…"

There was a short pause at the other end of the line.

"Well what do you want it to be, Emma? Do you want to date him? Just fuck his brains out? You must have an idea."

And as she lay on her bed and looked up at the ceiling, she had to admit to both of them, "I don't really know."

It was the first night that they hadn't slept in each other's arms and she missed him.

When she'd left her room to make dinner, he was nowhere to be seen. David had mumbled something about an emergency at the bar and Robin had given her a knowing look that she rebutted with a faint smile.

At least Robin didn't seem to be making as big a deal of it. That was something.

She'd wanted to call or at least text Killian, but something held her back.

Was he doubting her - them?

What even were they? Where was this going...

With all those thoughts it was surprising she got any sleep and ended up spending a precious weekend morning off lying in bed with a blanket over her face trying to get a little more rest. When she finally rose, showered and dressed it was almost 2pm. She had three missed calls from Ruby and a dozen texts. But none from Killian.

She didn't want it to sting. But it did. God, she wished she didn't care. It would be so much easier.

After foraging enough food to make some semblance of a lunch, she slunk back to her room. Yeah, she had stuff to do. She needed to buy groceries (as evidenced by the bowl of Cheerios and cheese and cracker meal she was eating). She also needed to get gas for her car and pick up some dry cleaning that was already a week overdue. Instead she grabbed her laptop and pulled up Netflix.

Somehow, four hours passed in a blur of vintage X-Files episodes and a truly awful Steve Guttenburg movie that was recommended to her. Seriously, she wondered how these goddamn algorithms worked. Since she'd worn her headphones for the duration she was (somewhat) blissfully unaware of who or what was going on in the loft.

It was easier to pretend this way that everything was normal and the last 24 hours hadn't happened.

Then nature called and as much as she twisted and crossed her legs she eventually had to concede defeat.

Sighing, she walked into the hallway, just as a knock sounded at the door. Probably one of the guys had forgotten their keys. It happened.

So when she pulled open the door she was not expecting to see Ruby Lucas.

"Get ready, we're going out," she quipped before Emma had time to say anything.

"Huh?" Emma sighed, scratching her head wearily as she took in the sight of her best friend.

"I don't really know what's going on with you and Mr. Tight Pants but I do know that you sitting here by yourself and brooding is not the answer. So we're going out. Dinner reservations are for eight and you need a lot of work."

"I've showered…" Emma began, before shaking her head, "Wait, I already said no to the club, Ruby."

"We're not going there," she shrugged, "Hoes before... cock." Ruby smiled wickedly.

"You ditched the doctor?" Emma asked, surprised.

"Of course," Ruby shrugged, "You may try and hide from me Emma, but I know you better than anyone. And tonight we need some girl time."

Part of her wanted to say no and crawl back into bed and hide from the world just a little bit longer. But Ruby's large, red lipped smile, topped with the knowledge that Emma kinda conceded that she was right (not that she would tell her friend that) meant instead she nodded and gestured to the loft, "Alright. You win Rubes."

Killian had given her space.

That's what she needed, right?

(Or he needed, or, damn, he didn't know).

Working a double shift at the bar was a perfect excuse for his absence today. Not that she'd asked, or he'd told her (or even seen her in the past day).

He looked at his watch and saw it was almost ten. Robin and Dave were going to meet him for some darts and a pint soon. It was Robin's idea. Killian had said little to him about Emma but maybe his silence spoke volumes. He just hoped Dave had relaxed a little.

(Not that Killian had.)

He'd never intended for any of this to happen and part of him wanted everything to just go back to normal. So a post work drink with the guys was what he needed.

Maybe.

"Ruby, why are we here?" She asked as the cab pulled up at the familiar neon lights of Killian's bar.

"I thought some drinks would be good."

"Here?" Emma cried.

Ruby gave her a pointed look, "Is there a problem with my choice of location?"

Emma narrowed her eyes. Ruby had spent the past couple of hours trying to be her own version of subtle; trying to get Emma to talk about Killian. But Emma was having none of it. She'd insisted that it was no big deal. It was only sex. It was casual.

(Damn she was a good liar.)

"As long as I get to choose the next place," Emma quipped, tossing her hair over her shoulder.

"Of course," Ruby smiled.

They entered through the large doors at the front of the joint, the glass was already reverberating from the bass of whatever band was playing tonight. Emma licked her lips and schooled her features - she wasn't even sure if Killian was working. He'd not mentioned it earlier. And it wasn't as if they'd talked over the past day.

(She missed him.)

She pretty much held her breath for the dozen paces it took to walk to the bar. Only letting it out when she saw the only figure behind it was the burly, always frowning, Leroy.

Flopping her purse down on the wooden surface she pulled on a smile and said, "Scotch?"

With only a few grumbles, their bartender mixed up a Scotch on the rocks for Emma and a rose wine for Ruby. Emma gradually relaxed a little, already a little buzzed from the wine they'd had with dinner, feeling it seep into her muscles. For the first time since her last conversation with Killian, she felt calm.

Until she saw him across the room.

"He's here," she whispered to herself. Clearly not quiet enough if the way Ruby raised her brow was any indication.

"Killian?"

Emma nodded. Her gut twisted. He hadn't seen her yet. Did he want to see her? God, how would he take her turning up here-

"Maybe we should go…"

Ruby placed a hand on hers, "I thought this was casual."

Emma stared at her before taking a large gulp of whiskey.

"It's okay to admit you actually like him Emma."

Emma didn't answer, instead staring at her hands.

"We had a… fight? He thinks he's going to end up hurting me."

Shuffling a little closer, Ruby tilted her head to her friend's.

"He thinks he's not a good person. Or something."

"And what do you think?"

It had never been easy for Emma to be honest with herself. She was stubborn. A weird kind of perfectionist who usually avoided situations she wasn't in control of. So much of her job was about being strong and putting on a front that it had inevitably seeped into her private life. But she was a little tired and a little tipsy and Ruby was her closest friend-

She looked up and caught Ruby's eye, "I think I might be falling in love with him."

"You win," Killian conceded. He gave David a small smile as the two resumed their places on the stools, leaving the darts for the next people waiting to use the board.

"First time for everything," David nodded as they sat. Robin was at the bar refreshing their drinks.

"Aye."

The fair haired roommate took a deep breath and then hesitated.

"Look, Killian, about yesterday-"

"It's fine," Killian insisted, raising his hand.

Well, really it wasn't.

"It's just since I talked to you guys you've been acting weird."

"Weird?" Killian quipped.

David stared him down in the way only he could.

"Okay," Killian conceded, "You got me thinking. And I really haven't been thinking lately."

"And?"

Killian shrugged. "Maybe you're right, and me and Emma is a bad idea. I don't have the best track record."

The two were quiet a moment while Robin dropped off a new round of beers and then excused himself to the restroom.

"Mary Margaret likes you, you know that?"

Killian raised an eyebrow.

"She thinks I'm too hard on you."

With a smile, Killian took a sip of his new drink, "High praise indeed."

"And she thinks Emma could be good for you."

Freezing with his drink halfway between table and mouth, Killian sighed.

"She's too good for me. We both know why she had to move into the loft in the first place - who's to say I'm any better than that guy?"

David shrugged, "I can only go by what I know… and that's that you would never intentionally hurt any of your friends."

"Unintentionally?"

"We're all capable of that, Killian."

Killian stared into the amber liquid in front of him.

"I guess the million dollar question is - how do you feel about her?"

And that's when his heart skipped a beat.

Because who would be across the room but Emma, goddamn Swan.

"He's looking this way," Ruby whispered over her second glass of wine. "We should go over. Say hi."

"Ruby…" Emma sighed.

"Look, Em, you can avoid him all you want, but you guys live together and sooner or later you're gonna be in the same room."

"You're irritating when you speak sense, Lucas."

Ruby shrugged and picked up both of their drinks before she began sashaying across the room to where the men sat.

"Hey," she beamed as she reached their table, "Room for two more?"

David and Killian looked up just as Robin reappeared. Emma gave Killian a small smile that he mirrored, but it seemed hollow and Emma felt herself deflate a little.

Robin found two more stools and the five crowded around the table.

Most of the conversation passed between Ruby, Robin and David, reminiscing about the engagement party and discussing their plans for Thanksgiving and Christmas. Emma wanted to talk to Killian, but they were on opposite sides of the table and it was tricky. He was avoiding eye contact and her heart sank further with each passing minute.

Clearly he'd decided what had happened was a mistake.

The conversation passed by in a blur. Killian laughed where he felt was appropriate, but otherwise let the other men take charge, brooding a little into his beer and giving Emma the occasional furtive glance.

She looked beautiful, of course. She always did. But he couldn't ignore her quietness or the way she kept looking at her hands and playing with her purse.

(It was his fault, wasn't it? She was hurting and it was his fault and before something had even begun he was doing what he did best-)

Emma felt like screaming. She wanted to say so many things. To drag Killian into a corner and have it out with him. But she was scared.

And Emma Swan was never scared.

Til now.

Goddamn he felt so awkward. How the hell had things turned out like this?

Grasping his glass until his fingers began to blanch, Killian dropped his head in resignation. Slowly he stood.

"I need to be off," he explained, "Delivery day tomorrow."

The friends expressed surprise and said their goodbyes. Except Emma. Emma was staring at her hands again. Her mouth open.

God he wanted to pull her close and kiss her.

But that would be selfish. Instead, he shrugged on his leather jacket and finished the rest of his drink, making only a few steps before he was halted.

"Stop!" Emma cried and Killian paused. The rest of the table turned to look at them. "You are not goddamn walking away from me again."

Blood was coursing through her veins and her heart raced. She slowly stood and stared at him. His blue eyes met hers and instantly she saw all that vulnerability that he'd first revealed to her in that photo booth all those months ago. The real Killian he tried so hard to hide from everyone.

Maybe being brave was hard for him. Maybe she had to do it first.

"I love you," she blurted out and she saw a flicker of emotion pass over his features, his brows raising and eyes widening. But he stayed frozen, his shoulders rising and falling quickly in time with his breathing. A lock of hair fell over his forehead and all she wanted to do was to reach out and push it back in place.

God, she loved him.

Her voice cracked a little. "I know it sounds crazy, and sudden but-"

She was cut off when he kissed her. Closing the few steps between them in a heartbeat, his arms were around her and for a few seconds, time stopped. It was soft and gentle, his lips nipping against hers until she pushed forward, looping her arms around his neck and rocking up onto the balls of her feet.

"Emma," he whispered, "Are you sure?"

She toyed with the lengths of his hair, only barely noticing their friends had discreetly turned away, giving them a quiet moment in the darkened corner of the noisy bar.

"Yes- I…" she sighed into his neck, "I want to try," she admitted.

"I didn't think anyone could ever care for me again."

"Well I do." Emma looked up into his eyes. "Call me foolish, or call me brave - I don't care. What I do know is you're worth it."

"You do?"

She smiled and pulled him into another kiss, the few drinks she'd had not letting her care who was watching as she tugged on his shirt.

Killian rested his forehead against hers, his cheeks flushed, "You do realize I've been in love with you pretty much since you walked in the door?"

"I think I have, too," she smiled, "We just need to stop running away."

Killian pulled back a little and looked at the table. Emma followed his gaze and laughed as David, Ruby and Robin tried to look like they hadn't been watching the exchange between the pair.

"Well, maybe just one more time?" he asks, with grin.

"Yeah," she laughs, grabbing her purse and offering a smile of apology to Ruby who merely grinned in reply.

And then Killian took hold of her hand and the two hurried to the exit, smiles on their faces.

Outside, Emma slipped her hands around his waist.

"Hey," she smiled.

"Hey," he echoed, pulling her into another kiss that made her tingle from her lips down to her toes. "Can I ask you something?"

"Hmm," she hummed, soaking in the warmth of his body.

"Would you go on a date with me?"

Emma let out a peal of laughter before smothering his mouth with her own.

"I think I'm a sure thing, Killian," she teased.

"Yeah?" He asked.

"Uh-huh," she grinned. "Take me home and I'll show you."

"An offer I cannot refuse," he replied, almost falling over himself to hail the next cab as Emma laughed and realized that this was just about the happiest she had ever been.

A/N: And it's done! Thank you all so much for reading and reviewing. Your feedback means THE WORLD to me. Watch out for another modern world AU coming very soon. And thank you to my amazing beta Nickillian/Ztofan!