"Breathe, just breathe." Killian instructed quietly, gripping Emma's hand in his.

"Killian! Shut up!" Emma growled through the pain, her fingernails biting unto the flesh on his hand. Another contraction hit and she let out a scream. The lights in the room began to flicker and crack. Killian threw a glance around the room, a little uneasy.

"Okay, Emma, we're ready to start pushing." Doc scooted his stool to the end of the bed between her stirruped legs.

"You can do this, Emma, you're so strong and beautiful. I love you so much." Killian kissed her knuckles.

"The whole reason this is happening is because of you! Why did I let you do this to me?!" Emma screamed out in pain again.

"Well, as I recall, it was quite a bit of fun." He smirked.

"Killian, I will murder you, I swear it." Emma groaned again.

"That's it, Emma, push!" Doc counted out her push to ten. Utensils on the tables began to rattle and the lights flickered again.

"Emma, please don't bring the building down on top of us." Killian asked softly.

"KILLIAN. SHUT UP." She yelled again and a lightbulb exploded in the corner of the room.

A few more pushes and a soft cry was heard.

"Baby girl A!" Doc cried out. Emma panted and closed her eyes.

"Oh thank God." Her eyes popped back open as Killian's hand slipped from hers. He cut the cord and then they took the baby away to clean her up and do a check up.

Pain squeezed around Emma's stomach again, causing her to cry out.

"How...how is she? OW!" She cried out again.

"She's perfect, Emma, you're perfect. Just concentrate, luv. You're doing so well." Killian's voice was thick with tears as he gripped her hand again and pressed a firm kiss to her forehead.

"Here we go again, Emma. Push!" Doc counted again a few more times and another more boisterous cry was heard.

"Baby girl B, Emma, that's it!" Doc called out again and Emma released a sob from her chest.

Killian cut the cord for his second daughter and followed the nurse over to where they kept the first baby and cleaned the second while the the rest of the nurse team finished up with Emma.

What seemed like a lifetime later, Killian and a nurse walked back to Emma's bedside, each holding a pink bundle in their arms.

Emma struggled to sit up and held out her arms as first the nurse settled a baby into them and then Killian.

"Oh, look at you." Emma laughed softly through her tears as she gazed down at both of her daughters. "Look what we did." Emma looked up at Killian and he could not remember a time he had been more happy.

"Aye, luv, I can hardly believe it myself." Killian sat on the edge of her bed and kissed her softly. "Now, your very anxious family is readily awaiting an introduction."

"Wait, names. We don't even know their names." Emma murmured.

"Well, the only thing I've ever named is a ship, luv. I thought I'd leave that part to you." Killian offered.

"Okay, Marina." Emma tested the name. "I've held onto that one for awhile."

"I love it. And what about her?" He brushed his thumb along one of the baby's cheeks.

"I like Adeline." She said softly.

"I love that as well. I'll go fetch the family." He kissed the top of Emma's head and left her alone with the babies.

Adeline began fussing and Marina wiggled at the sound.

"Shh, shh, shh." Emma hushed and began to rock the twins. They settled back into blissful slumber in her arms as Emma began to hum a lullaby. A tear slipped down her cheek.

"Oh, Emma." Emma looked up at the sound of her mother's voice.

Snow, David, Regina, and Henry were standing in the doorway, smiling, Killian slipping in behind them.

"Shh..." Emma warned. "Come in." She whispered.

Her family moved closer into the room and surrounded the bed. Emma gently handed one of the twins to her mother and the other to Henry.

"They're so perfect." Snow whispered through happy tears. She pushed up the hat covering the baby's head. "Black hair, just like daddy."

"Aye, hopefully my dashing good looks aren't all they've inherited from me." Killian grinned. David shifted Neal in his arm and gently touched the baby's cheek.

"See that?" He asked his two year old. "That's your niece." Everyone in the room chuckled.

"This is awesome." Henry grinned at his baby sister.

Adeline started fussing and Killian took her gently from Snow's arms. "This one seems to have her mother's temper already." He raised an eyebrow and smirked at Emma who rolled her eyes.

The building shook around them.

"Emma, luv, it was only a joke." Killian looked around at the objects shaking on the counters.

"That...wasn't me..." Emma sat up and took Marina back from Henry.

Outside the window, a dark black cloud started rising in the distance. The afternoon sky began to turn to night in the cloud's wake.

"Pan's Shadow." David murmured. "It's here."

The babies began to cry as the building continued to shake around them. The cloud continued its journey over town and finally reached the hospital. All the lights went out around them, pitching the room into complete blackness, and the crying stopped abruptly.

As the hospital backup generators kicked on, the lights came up with it and David, Killian and Emma found that their arms were empty.

"No...no, where are they?" Emma frantically shuffled through her blankets as Killian ran around the room.

"Henry? HENRY?" Regina looked around, panicked, as did Snow and David, but all four of the children had just evaporated.

"NO!" Killian slammed his fist on the counter and headed towards the door. David grabbed his arm.

"Hook, I know you're upset, we all are. But we have to think about this." David said firmly.

"No, you have to think, mate. I have to act. I'm going to get our children back, not sit around here while that thing does whatever it's bloody doing to them." Killian snapped.

"You're both right." Emma stepped out from around a curtain, fully dressed.

"Emma, what are you doing?" Snow stepped forward and grabbed her daughter by the arm.

"I'm going to make a plan to get my kids and my brother back from wherever they've been taken and then we're going to go get them." Emma slipped on her red leather jacket like it was battle armor.

"Emma, you just had two babies. Maybe you should let someone else take the lead on this one." Regina stepped next to Snow, blocking Emma's path.

"I'm not staying. We can plan on the way." Emma pushed past both of them and headed out the door past her father and husband.

The rest of the group headed out behind her in a flurry.

"It came from over that way," Emma pointed towards the forest. "so I guess there goes our plan of luring it from the Sorcerer's Mansion."

"Wait, Emma." Killian grabbed her arm. "I have something for you." He pulled the Olympian Crystal from his pocket and held it towards her. "If you're going to do this, I want you well armed."

Emma stared at the Crystal in his hand before locking eyes with him again and taking it.

"It's meant to channel your magic. It will obliviate the Shadow once and for all." He said softly. She examined the Crystal a moment longer and put it in her pocket.

"I still don't like the idea of you being out here at all." David pursed his lips.

"Don't worry. It's what I do." Emma said matter-of-factly, turning around and continuing her trek into the forest.

The group continued to walk the path through the woods and a grim sight awaited them.

An army of Lost Boys stood before the wishing well, illuminated by the moonlight. Boys and girls of all ages stood ragged and blank faced looking towards them. Looming above the crowd, the Shadow hovered, gigantic in size. Its empty eyes burned through the dark void.

"Hello, Savior." A teenage boy in the front spoke in an almost inhuman voice and it became clear the Shadow was speaking through him.

"I've been waiting for this day for a very long time." A small girl spoke next.

"Today is the day you have dreaded your whole life." Another boy spoke.

"Today is the day I become master of every realm." A preteen girl stepped forward.

"The Black Fairy was a weak vessel." Another child voiced.

"I am the darkness. I am the void." Said another small girl.

"Three children borne of true love were the final key to my arrival." Another spoke again, and gestured to a cage near a large tree. Inside, Neal, Marina, and Adeline slept soundly.

Snow audibly sobbed.

"Don't fret. I'll keep them safe, as you could not." Still another child spoke.

"I cannot say the same for you." The first boy spoke again. "For the darkness to flourish..." the boy trailed off as a familiar face stepped to the front of the line. Henry grinned a twisted grin.

"All of you must die." He said blankly in a distorted tone.

"Not today." Regina growled and tried to ignite a fireball in her hand, but sparks flew and no flames came. She shook her hand and tried again, with no luck.

A haunting, empty laughter spread through the group of children before them.

"I am already absorbing the magic from this world. You are powerless to stop it. Enjoy your final moments of pathetic existence. We will meet again soon." Henry's distorted voice spoke again

"No, DON'T-" David cried out as the Shadow swept down and engulfed the children and they all disappeared into the darkness leaving Emma, Regina, Snow, Charming and Killian standing alone in front of the well.

"Bloody hell." Killian muttered and ran his hand through his hair. Emma approached Regina who was rubbing her wrist absent-mindedly.

"Hey, it's okay." Emma soothed. "We are going to beat this thing."

"I know. I'm just not sure how." Regina shook her head.

"We need help. We need Gold." Snow sniffed and cleared her throat.

"Aye." Killian agreed. "If it's one thing the Dark One knows well, it's darkness."

The bell to Gold's shop jingled as the five entered.

"Perfect. Can you ask your friend to kindly take his business elsewhere? I've no time for his demands." Rumplestiltskin gestured to his left where Blackbeard and a half dozen other pirates stood.

"We need your help as well." Killian walked up to the counter.

"And what can I help you with, dearie? Especially since you haven't completed the last deal we made?" Gold sneered at him. Killian fished through his pocket and produced a vial with two single strands of hair in them.

"Our bargain is now complete." Killian handed the vial to Rumplestilskin.

"Wait, what the hell is that? What deal?" Emma stepped forward looking from the vial in Gold's hand to Killian's face.

Killian looked at Gold, almost as if searching for something to say. Gold pursed his lips and gestured towards Emma, urging Hook to speak.

"Those are...hairs. In exchange for the crystal." Killian muttered.

"Whose hairs?" Emma asked, leerily.

"...The babes'." Killian admitted softly.

"Why...do you need my childrens' hair?" Emma turned her head towards Gold.

"As I said to your companion, my reasons are my own." Rumplestiltskin flicked his wrist and the vial disappeared.

"Enough of this. There are more pressing matters afoot." Blackbeard stepped forward and growled.

"I agree." Gold gave the pirate a sidelong glance. "So if you would kindly make your exits, I can get back to it."

"I'm not leaving until you form this as your son did." Blackbeard thrust a coconut at Gold.

"Very bold to ask something of the Dark One, especially after you stole from me once." Gold spoke dangerously low.

"Borrowed." Blackbeard pulled the memory dust antidote from his vest pocket and set it on the counter before. "Now that the Savior has her memory back, I no longer have need of it."

"You stole the potion from Gold so you could give me my memories back that you took in the first place?" Emma asked, puzzled.

"Well why else would I need the thing?" Blackbeard retorted.

"We do not have time for banter about who did what to who. If we got into that, we would be here for the next millenium." Regina stepped forward. "The Shadow, as I'm sure you're aware, has arrived. He has Henry, he has Neal, and he has the twins."

"And Gideon." Gold admitted. "And now you see why I have no time for you. I have to save my son, so if you'll excuse me..." He made towards his back room.

"Henry is your grandson." Snow stepped towards the counter. "The last piece of Baelfire you have left. You can't just let him go."

"Who said anything about letting him go?" Gold turned back towards the group. "I'm simply not interested in wasting time on whatever idiocy you have planned. But I will admit our interests are aligned once again."

"So you're going to help us?" David asked, apprehensively.

"More like you're going to help me." Gold smiled darkly.

"Either way, we need to move faster. They're all in danger and I cannot sit idly by and wait anymore." Killian looked between Gold and Blackbeard.

"Well it seems the Shadow came through the wishing well." David offered.

"The source of the town's magic, makes sense." Gold interjected.

"We need to find out where he's holding all these children. Draw him away from them, loosen whatever hold he has on them." Emma spoke up.

"Yes, so let's think a moment how we were able to trap it the first time." Gold leaned forward on the counter.

"That's why I brought you the coconut, mate. That's what the Blue Fairy told me you used from the first time." Blackbeard picked up the coconut from the counter.

"The Shadow is far too monstrous to be contained by that now." Gold replied, irritated. "Let's think about why the Shadow was able to be trapped in the first place."

"He was drawn to...the light..." A look of realization crossed Regina's face. Everyone in the room turned to look at Emma.

"Well, now that we're all on the same page, what do I need to do?" Emma fidgeted uncomfortably.

"We need to use your light to encompass the darkness once and for all. The thing is, I'm not sure there will be anything left of it once you're done." Rumplestiltskin made his way around the counter.

"Emma...you can't..." Killian turned towards her.

"There's just one problem." Emma said to Gold, ignoring her husband. "The Shadow is sucking the magic out of this place."

"But yours seems to be fine." Snow said pointedly to Gold.

"Yes, because I deal in dark magic. The Shadow is going to remove that last of all. It's what it uses as well." He acknowledged.

"So what do I do?" Emma stepped towards Rumple.

"That's why I gave the pirate the Crystal. It's a focal point. It will allow you to channel your magic and create a blast. Poof." Rumplestiltskin waved his hands in example.

"Emma, there has to be another way." David looked at his daughter.

"Aye, you cannot sacrifice your magic, luv." Killian touched her shoulder.

"What other choice do I have to save our children? Wouldn't any of you do the exact same thing?" Emma looked around the room and everyone seemed to avoid eye contact with her.

"Let's just move forward with the idea for now, but don't close the door on other possibilities, luv." Killian pulled her into a hug.

"Oh, how touching. The Savior sacrificing herself and her saccharine family loves her still, blah, blah, blah." Blackbeard slammed the coconut onto the counter. "What about that bloody army of children the Shadow's brought with him? Forgot about those mongrels have we?"

"Well we can't hurt them. They're just children." Snow furrowed her brow.

"And they're not acting of their own volition." David crossed his arms.

"Exactly my point, mate." Blackbeard came from around the counter as well. "They're acting under the Shadow's spell. And if you think the Shadow won't turn them into a pack of bloodthirsty animals, you are sorely mistaken."

"He's right." Killian spoke. "We will have to fight them to get to the Shadow."

"But what if we didn't have to really fight them?" Snow said, suddenly inspired.

"What are you going to do, sing them to sleep like the good little boys and girls they are?" Blackbeard scoffed.

"Something like that." Snow smiled. "Maybe not by singing, but they could be asleep."

"Well, I'm about tapped out of magic, so don't look to me for a sleeping curse of that size." Regina crossed her arms.

"There's another way." David said, catching on to his wife's meaning. "How many poppies do you have access to?" He asked Gold.

"Sleeping powder, very clever." Rumplestiltskin smirked. "I imagine I could gather together a great many."

"We'll need as many as you can get." Snow interjected.

"Give me three hours, and you'll have all you'll need."

"I'm going to go to my vault and see if I have any there as well." Regina headed towards the door.

"We'll help you look." David spoke up and he and Snow sped out the door after her.

"Go back to your camp and gather as many weapons as you can, especially projectiles. We'll go back to our house and gather supplies." Emma instructed Blackbeard.

He nodded and waved a finger in the air. The pirates accompanying him followed him out the door.

"We'll see you in three hours." Emma nodded towards Gold and he bowed slightly in response.

Emma and Killian burst through the door to their home and spread out, looking for anything that could help. Emma headed upstairs and Killian went through the basement.

In the closet in their bedroom, Emma retrieved two swords and a couple spare guns. She checked the sight on them and headed out the bedroom door and down the hallway towards the stairs. As she got to the end of the hallway, she noticed the nursery door was cracked. She pushed the door further open and the silence in the vacant room greeted her. It was sitting as they had left it, just waiting for its inhabitants.

Images of Marina, Adeline, and Henry flooded through her mind and she stood paralyzed looking over the empty room. She felt a tear slip down her cheek.

"Swan?" Killian's voice called to her. She turned and he was standing with three bows tucked under his hook arm and a couple quivers slung over his back.

Emma coughed away the lump in her throat. "Ready?" She looked at Killian and the heartbreak in his eyes was like a knife in her stomach. He moved towards her as she stepped away from the room.

"We will get them back, luv." His free hand reached up and wiped her tears away. "The Shadow never bargained for one thing. You are the strongest person I've ever known to exist. And you really don't know when to quit." He laughed briefly, uncomfortably.

She gave him a half hearted smile in return and moved past him down the stairs. Killian paused at the doorway to the nursery as well and closed the door, his heart aching as it clicked into place.

Killian headed back outside with Emma and helped her load up the back of the van with the weapons they had gathered and got in the passenger side. Emma slipped in the driver's seat and they headed out to Regina's vault.

When they arrived, Regina and Emma's parents were placing crates of different things in the back of David's truck and her mother had a bow strapped to her back.

"Did you guys turn anything up?" Emma asked, getting out of the car.

"Yes, I have a few vials of sleeping dust and some other things I think may help." Regina stepped from around the car and sighed.

"Do you think it will be enough?" Killian stepped towards the truck and helped load the last few bags into the bed.

"With what we found and what Gold has, it should be." David leaned against the side of his truck and scratched his chin.

"And once they're asleep, we can take our children back to Regina's office and place a protection spell on it until we can defeat the Shadow." Snow interjected.

"Zelena told me Robyn was taken as well, but I didn't see her with the others. It must be keeping the other babies somewhere else." Regina rubbed her wrist distractedly.

"Still can't get your magic to work?" Emma asked.

"I'm working on it. You?" Regina looked back at her.

Emma tried to charge magic in her hand and nothing happened. She shook her head and shrugged.

"It'll come. Don't worry." Regina patted her arm. "Come on, we should get back to Gold."

"You can join us." Killian walked back to the minivan and opened the rear door, climbing inside.

Emma walked to her parents and hugged them fiercely. They hugged her back and they stood there for a long moment.

"It's going to be okay, Emma." Snow touched her daughter's face and gave a small smile.

"I just don't know how you guys did it. You guys always stay so strong, no matter how many times your kids were in danger. You just seem to know exactly what to do." Emma sighed.

"It's never easy." David kissed the top of Emma's head. "We just keep moving forward. We do whatever it takes."

"Just like you." Snow smiled a little brighter, almost proudly.

"I love you guys. We'll see you at Gold's." Emma gave a lackluster smile in return and headed back to the van.

Both vehicles pulled up on main street in front of Gold's shop in record time. The little bell rang out as they entered, arms full of supplies. Gold came through the curtain dividing the front of the shop from the back carrying a large tub filled with sparkling powder.

"Seems we've been productive all around." Killian set some bags on the floor.

"Indeed we have." The bell jingled as Blackbeard came through the door with several pirates, all with arm loads of supplies. They clattered their supplies unceremoniously on the floor. Several bows, cutlasses, and even slingshots were in the mix.

"What, no cannons?" Regina asked sarcastically.

"That's waiting outside, lass. Blackbeard always comes prepared." He informed her with a sour grin and a wink. Regina rolled her eyes and moved over to where Gold was divvying up portions of sleeping powder.

"Okay, so let's rig as many projectiles as we can with the sleeping powder. Satchels for the slingshots, arrows with powdered ends, we can even do satchels to carry like grenades." David began issuing rapid fire instructions to the group.

"What the bloody hell is a grenade?" Killian asked, confused.

"It's like a little egg shaped device. You pull the pin and throw it and it explodes." Emma explained briefly.

"All these bloody devices." Killian muttered.

Everyone began taking portions of the dust and fashioning various weapons with it, bandanas wrapped around all of their faces to avoid accidentally inhaling the dust.

Emma looked at Killian as he dipped and rolled soft arrow tips in the powder. She could only see his eyes and his furrowed brow as he concentrated on his task. She never felt as lucky to be with someone as she did to be with him. He caught her eye and threw her a wink. She looked away, almost embarrassed she'd been caught ogling her own husband. She shook her head and turned back to the task at hand.

"Henry. Adeline. Marina. Neal. Robyn. Gideon." She whispered to herself, keeping focused.

After a few hours, they were finally out of dust. A veritable armory of weapons coated with sleeping powder lay before them.

"Everybody arm themselves. We're going to look for those kids." David said. Everyone loaded themselves to the teeth with anything that was available.

The door to the shop flew open, the bell tinkling wildly in its wake.

"THE SHADOW IS HERE! PREPARE FOR A FIGHT!" Leroy exclaimed breathlessly.

Everyone in the shop looked at each other.

"We're ready." Emma stepped forward and headed out the door, the rest of the group following.

Out in the middle of Main Street, the roadway was overflowing with children. The Shadow loomed in the distance but not far behind.

"Is this soon enough for you?" One of the children spoke in the haunting, warped tone the Shadow invoked.

"You have no idea what you're up against." Emma declared.

"Or perhaps you underestimate the power I hold." Another child spoke. Simultaneously, the children raised their weapons in the air.

"Let's get this over with." Regina snarled and Snow drew a poppy dusted arrow in her bow. Blackbeard and his crew drew their swords and slingshots and David and Killian withdrew satchels of sleeping powder, holding them aloft.

Emma looked over the crowd and saw Henry's blank face a few rows back. Her heart fluttered at the sight of his face.

A monstrous rumble, akin to thunder, roared from the Shadow and the children screamed out a wordless battle cry.

"NOW!" Snow yelled out and loosed her arrow, all other arrows and slingshot ammunition following. Explosions of shimmering pink dust cascaded over the leagues of children charging toward them. They fell to the ground instantly, asleep.

"RELOAD!" She called again, redrawing her bow. The children sprinted closer.

"What now, mate?" Killian asked David through gritted teeth and drew his sword.

David drew his as well. "Just fend them off, throw the dust as much as you can. Do not hurt them." He called so everyone around could hear.

They braced for impact and the group drew their bandanas up over their faces again.

A clash of steel rang out as the children made impact. Dust flew in a cloud throughout the dark street and children fell at their feet. Killian and David blocked and parried every blow that came their way, ending up bumping back to back into one another. They caught each other's eye and spun back around, fighting off more children. Killian deflected a blow with his hook and loosened two fingers from his sword hilt to fish another sleeping powder satchel from his pocket, throwing it towards a group of children. They dropped to his feet, fast asleep.

The streets were littered with bodies of sleeping children. Emma fought off attackers with one hand and threw out sleeping powder with the other. She heard footsteps approaching behind her rapidly and she spun around and blocked another blow.

"Hello, mother." Henry's voice was warped and not his own and he smiled absently from the other side of the sword. Emma's eyes widened at the sight of her son.

"Henry." She whispered.

"Henry's not here right now." The Shadow's voice came through Henry's mouth and he turned around and swung his sword at Emma again. She snapped out of her paralyzed state just in time to deflect the blow. Henry came at his mother, his blows landing harder and harder. Emma couldn't do anything but deflect them. She couldn't attack Henry.

"EMMA!" Killian dashed in and deflected a blow that swung right at Emma's head. He shouldered into Henry's chest and knocked the boy to the ground. As soon as he hit the pavement, Killian sheathed his sword and pulled out a satchel and dashed it into Henry's face.

"Sorry, lad." Killian turned back to Emma.

"Thanks." Her voice was muffled behind her bandana. She moved passed him and looked at Henry's sleeping face. "REGINA!" She called and Regina looked up from the group of kids she had just thrown dust at. She looked at the ground by Emma's feet and saw Henry's sleeping form. She sprinted over to where he lay. Killian continued to fight off the Lost Boys as Emma crouched with Regina over Henry.

"I know your magic isn't working that well, but you have to get him out of here. Summon everything you got." Emma grabbed Regina's arm and she nodded in response. Regina grabbed Henry's shoulders and squeezed her eyes shut tight. Her face began to turn red as she put all her effort into magic. Purple mist began to emanate from her and in a rush all at once, she and Henry disappeared in a cloud of smoke. Emma stood and turned around to found the last of the children go unconscious.

The Shadow let out a fierce rumble and spiraled towards the distance.

David and Snow ran to where Emma and Killian stood, oulling off their bandanas in the way. David's lip was split and his arm was cut and even Snow was sporting a steadily blackening eye.

"Henry?" David asked.

"Regina got him out." Emma nodded. Killian limped forward, his hand covering a gash on his thigh.

"What now?" He asked, clenching his jaw.

"Now we get Gold to put up a protection spell around the street, heal you guys, and then we go on the offensive." Emma said, heading back towards the shop.

"She's right. The Shadow's on the run. We have to keep going." David put his arm around Hook and they and Snow headed after Emma.

"Truer words never were spoken." Blackbeard said, walking with them towards the building. Many of his crew sat on the ground amongst the children and nursed battle wounds. "And it's good to see you've still got some pirate in you, Hook." He chuckled.

Killian glowered. "Just wait till we find the Shadow, mate. You'll see a pirate like you've never even imagined."