I am so sorry it's been so long since I last posted! Again, I had no motivation to edit. Yesterday, though, I wrote a whole new chapter for this story, which I haven't done in a long while. You'll read that chapter soon. Anyway, This chapter is based in season 3B. I hope you enjoy it!

I'm really sorry if there are any typos!

Thank you for all the support I've gotten on this story!

Exhaustion

The door opened, revealing David's tired face. As soon as he saw Henry, a smile erupted. "Hey, kid."

Henry grinned. "Hey, David. Is my mom here? Killian said she was." He jabbed his thumb toward the man behind him.

David glanced at Killian and nodded. "Yeah, she's in her ro—the guest room."

Henry didn't seem to catch his grandfather's mistake and passed him, walking into the kitchen to see the former queen and Princess Snow.

"Did you find the witch?" Killian whispered as he stepped into the apartment. His eyes skirted the room for Emma instinctively. When he didn't spot her, he remembered what the prince had said three seconds ago.

"Not yet," David replied, shutting the door and turning back to his family. "I'll tell you more about it tomorrow. Henry needs to go to bed."

Killian raised his eyebrows. "Emma's upstairs?"

"Yeah." A soft smile appeared on David's lips as he watched Henry help Princess Snow put dishes away. "Could you go get her? I don't know what's taking her so long." Without waiting for an answer, the prince moved forward to join his wife and grandson.

Killian tried to ignore the pained look on Regina's face as he turned to the stairs. He knew Emma didn't want Henry's memories back, but everyone else clearly did. Regina missed her son, David and Snow missed their grandson. Perhaps if he made this argument to Swan, she would reconsider her decision to leave.

"Swan, are you up he—?" The pirate froze when he reached the top of the stairs, his heart stumbling. Emma was laying on the bed in the middle of the room, her legs curled slightly. Killian knew immediately he was intruding on something he shouldn't.

She's only taking a nap, he scolded himself. David had told him to get her. It wasn't a sin to wake her up.

He approached Emma's sleeping form slowly. He didn't want to startle her.

Soft breaths puffed out of her mouth, shaking a lock of hair that had fallen over her face. The rest of her hair was thrown out behind her, spreading out on her pillow. When Killian reached her side, he knelt down and stretched his hand out to shake her shoulder, but hesitated.

Peace was the only thing Killian could see on her face. She wasn't plagued with worries for her family or for the town. She wasn't suffocating behind those walls of hers. Her expression was unguarded, open. He'd never seen her this way, so untouched by the world's cruelty.

He didn't want to wake her. She had more than earned a few moments of uninterrupted sleep. She was working hard all day and then working hard to be the mother Henry deserved. Despite all that, Killian knew Henry and her needed to go.

"Emma, love, wake up," he said softly, gently shaking her shoulder.

She sucked in a sharp breath and turned away from him, laying on her back. "Go away."

He smiled. "Henry and I have returned."

A groan left her mouth and her eyes fluttered open, staring at the ceiling for a moment. She pushed herself up, leaning on her hands.

"How long was I asleep?" Her voice was laced with sleep, proving just how deep she had been under. Killian hated that she couldn't even get the rest she needed.

"I'm not sure. Henry and I just got back."

She yawned, rubbing her eyes with her hand. "Thanks for taking him. How was he?" She swung her legs over the bed, her back sagging.

"Well behaved, as usual." He sat next to Emma on the bed, putting just enough space between them so their arms barely brushed.

"Would you tell me if he wasn't?"

He shrugged. "You and I have different definitions about what well behaved means."

Her laugh was quiet. "You're probably right." Another yawn escaped her. She stretched her arms in the air and then fell back against the bed, throwing her arms over her face. "What time is it?"

"Time for Henry to go to bed, according to your father."

"That late?'

"Aye."

Reluctantly, she pulled herself back up into a sitting position, finally looking at Killian. Her exhaustion was clear on her face, seeming to make her mind forget about the walls that were supposed to be there. "Thanks again."

He nodded. "Of course, Swan. Whenever you find yourself in need of my assistance, don't hesitate to ask."

A grin tugged at her lips. "I won't."

For a moment, they stared at each other. Killian's eyes flickered down to her lips before he scolded himself. If he kissed her, he would steal her magic. He would not do that.

Emma cleared her throat and looked away. Killian could almost see her walls rising. "I should get Henry back to Granny's."

Killian stood before she could and offered his hand. She grabbed it without hesitation, but released it as soon as she stood. He watched her walk away before following, giving her all the space she needed.

Killian couldn't seem to fight off the worry that was currently eating him up from the inside. Baelfire's death had taken a toll on everyone, including himself. However, Emma appeared to be hurting the most. She'd retreated behind her walls further than he had seen since they had first met. She didn't eat dinner with her parents at the diner, her preferred drink of hot cocoa was never in her hands, dark circles hung under eyes, and she seemed short with just about everyone, especially him. Something needed to be done to help her.

He entered Granny's late, shaking the rain from his hair as he closed the door. The chairs were on their tables and the lights dim. He knew Granny had only left the door unlocked because she had known he would be in late again. The woman was kind and he couldn't help but smile as he locked the front door for her.

A figure huddled in the corner of the back booth froze him in place. Immediately, his hand went to his sword. Then, his gaze focused on the grey beanie and the blonde hair falling from it.

He relaxed and moved forward, about to say something when he realized she hadn't reacted to him walking in. If something had happened to her—

Her face was soft when he reached her. Her head rested against the wall, her knees pulled up to her chest. A black jacket was pulled tight around her. Fuzzy, green pants seemed to be what she wore. Her feet were clad with thick, blue socks. Her arms were wrapped around her knees, holding them in place.

She was breathing quietly, a peaceful look on her face. A mug of what smelled of hot cocoa and cinnamon sat on the table in front of her. Perhaps she had grown to miss the beverage.

Killian glanced at the back hallway. Henry didn't appear to be anywhere in sight. When he looked back at Emma, his heart finally decided to react. It swelled before clenching. She'd gotten so little sleep in the past few days that she was falling asleep anywhere comfortable.

As much as he hated to interrupt her much needed rest, he knew she would be far more comfortable in her room. If she woke up down here in the morning without Henry a few feet away, she would start to worry, something she'd done far too much of since returning to Storybrooke.

He considered just picking her up and bringing her to her room on his own, but if she woke up in the process, she'd probably have his head.

Stretching his hand to her shoulder, he whispered, "Swan, wake up." He shook her shoulder as gently as he could.

Her eyes flew open and her head snapped up, smashing right into Killian's.

Killian cried out more out of surprise than anything. He stumbled back and grabbed his head, resting his hand over the center of his forehead.

"Killian, what are you doing?"

He opened his eyes to see Emma rubbing the side of her head, her eyes shut tight. "Apologies, lass. You were sleeping and I thought you would be more comfortable in your room."

"Next time, just leave me alone." She pushed herself out of the booth and glared at him. Her eyes locked on where his hand still covered his forehead. A sigh escaped her lips. "Are you okay?"

He pressed his forehead and winced slightly. "Aye."

"Liar." She stepped forward and removed his hand, letting it fall to his side. She stood on her toes and analyzed his head. Killian tried to ignore her breath on his face. He flinched when she touched the sore spot on his head.

She dropped to her feet and met his eyes. "Sorry. It looks like it'll bruise."

"Fantastic." But all sarcasm in his voice was absent. She hadn't taken a step back. If he didn't know she would push him away, he would have pulled her into a hug right then. She needed the comfort and, perhaps, he did as well.

"I could try to heal it." She lifted her hand and waved it a little. "Regina's shown me the basics."

Killian nodded. "If you want to."

She rolled her eyes. "I wouldn't have offered if I didn't want to." She grabbed his hand and dragged him to the booth, pushing him onto the bench. "Okay, sit still. I don't want to accidentally knock your eye out."

"Of course. That would be rather unfortunate." She stood a few inches back and bent so her eyes were level with his forehead. He felt her touch his head gingerly and held back a flinch at the pain that flared up. In a moment, the pain was gone and the dull headache that had started to form disappeared.

Emma leaned back and looked at him anxiously, biting her lip. "Did it work?"

He stood, touching his forehead. When no pain surfaced, he grinned. "Aye."

"Really?" The blatant disbelief in her voice saddened him. She didn't have any faith in her abilities, in herself.

He gestured to her head. "Try it on yourself."

She hesitated. "I don't know…."

"Why not?"

"What if I accidentally knock myself out or something?"

He winked. "I'll catch you."

A snort left her mouth and she shook her arms out. "Okay. Here goes nothing." Her eyes slipped closed and she touched the side of her head. She breathed in softly. When she exhaled, her fingers lit up.

"Did it work?" Killian questioned as she lowered her hand.

A bright smile cut across her face. "Yeah."

He returned the smile. "Believe me now?"

"Whatever." She pulled her jacket tighter around her. Now that she wasn't focusing on using her magic, her exhaustion was clear.

"You need to rest," Killian told her. "You haven't been getting much sleep, have you?"

She pursed her lips. "What makes you say that?"

He gestured to the booth she had been slumbering at. "I don't usually find you fast asleep with a half finished mug of cocoa in front of you."

Her cheeks reddened. "Today was a little hectic."

"You should take more time to sleep, Swan. You don't want to pass out in the middle of a battle."

"I'm fine, Killian." She grabbed the mug from the table and walked into the kitchen. Killian followed her and watched as she rinsed the dish.

"Where's your lad?"

"Asleep in the room." She placed the mug on a drying rack and headed toward the stairs. Killian trailed her. "Where were you anyway? Why were you coming in so late?"

"I don't have a curfew, Swan," he teased.

"I know, I was just wondering. The Wicked Witch is still out there. You probably don't want to be caught by yourself."

She was right. He didn't want to be caught by himself, but that was exactly what had happened. Zelena had tracked him down and demanded to know why he hadn't kissed Emma yet. His answer was the same as always: He would not take away her magic. Of course, he couldn't tell Emma this. The Wicked Witch would go after Henry if he did.

"I was just at the docks, enjoying the view of the sea." Not a complete lie.

As they reached the second floor, Emma whirled around to face him. "You're lying."

He didn't stop and walked past her. "You're tired, Swan. Not thinking straight."

"I'm thinking perfectly straight thanks to that head bumping thing." She grabbed his arm, forcing him to halt his steps and face her. "What are you hiding from me?"

He hated that he couldn't tell her. Her eyes implored him to tell her the truth. She wanted to know. Killian knew all too well Emma had been lied to countless times in the past. He didn't want to be another person she added to that list. She was just starting to trust him, to let him in, and how did he repay that trust? By betraying it every second of every day.

"If it was anything of importance, I would tell you."

Her eyebrows furrowed.

Killian pulled his arm away and pushed his door open. "Goodnight, Emma."

The frown on her lips made his chest tighten. "Goodnight."

Killian hadn't spent too much time at the sheriff station, but he knew Emma worked there and often spent her lunch hour pouring over maps of the town, searching for places the Wicked Witch might be hiding something.

He decided he couldn't just show up without a reason, so he picked up a grilled cheese, a bag of onion rings, and a cup of hot cocoa from Granny's as he headed to Emma's place of work. Hopefully she would just accept the meal and eat it. He knew she hadn't been doing much of that lately.

It was quiet when he walked in. It took a few moments to find which hallway led to Emma's office, but when he did, he had to keep himself from running toward her. Henry was with Leroy and the dwarves today, probably fishing. Emma had told him to take a break from watching the lad, much to his disappointment. Killian treasured his time with Henry. However, not looking after the boy gave him the opportunity to make sure Emma took care of herself.

Emma's head was buried in her arms atop her desk when he saw her. Her hair was draped around her, covering her back and part of the desk. At first, Killian thought she had just gotten frustrated, but as he opened the door to the office, he noticed her slow, even breathing. She didn't even look up. That's when Killian realized she must have been sleeping.

He set the bag on her desk and debated about waking her up. This was the third time in two days that he'd found her sleeping in a random place. She needed more sleep. He wished she would take his advice and rest more. He knew she hadn't been eating much either in the past few days since Neal's passing. If she woke up to a bag of cold food, she might not want it. If Killian was there to force her to, she might, but he couldn't stay all day. David wanted him to help Belle research what Zelena could be planning.

Killian knelt down next to Emma and rested his hand on her back. "Swan."

She took a sharp intake of breath and lifted her head slightly. Killian could see her green eyes through her waterfall of hair. "What?" Her voice was groggy, full of sleep.

"I brought Granny's."

She dropped her head back into her arms and mumbled something unintelligible. Before Killian could ask what she said, Emma was sitting up and stretching her arms above her head. Her face scrunched up in a yawn. She collapsed against the back of her chair and looked up at Killian sleepily.

"Why did you wake me up?"

Killian gestured to the brown bag on her desk. "I brought sustenance."

Her eyes widened slightly. "Why?"

"It's lunchtime and I knew you wouldn't leave this building to feed yourself." He grabbed the bag and dropped it in front of her. "Eat. Then go back to your room at Granny's and sleep."

She gave him an annoyed look and stuffed her hand into the bag, pulling out the sandwich. She peered into the bag and smiled. Her eyes moved to him, her smile facing him. Killian's heart fluttered. "Onion rings?"

He shrugged and sat in the chair across her desk. "It's the only thing you eat other than grilled cheese. You need as much energy as you can get."

She snorted. "I'm fine." She set her food out in front of her and took a sip of her drink. "Where's your food?"

The question surprised him. "I ate earlier."

She nodded and began to eat her grilled cheese.

"So, Swan," he began, "what is it going to take for you to actually get some rest?"

Her eyes narrowed. "Why do you care?"

"You keep passing out in every comfortable place, Emma. It's not healthy." She raised her eyebrows. "Or so I've heard. What's preventing you from sleeping?"

Emma set her food down and blew out a breath. "I…can't. Neal—he's gone and the Wicked Witch is still out there. I need to find her."

"You won't be able to do that if you're exhausted."

"I can't find her if I'm asleep either."

Killian sighed. "Swan—"

"Don't lecture me, please. My parents do enough of that. They want me to move back to the loft so they can make sure I'm actually sleeping, but how would I explain that to Henry?" She shook her head.

"You're parents are right to be worried, Emma."

She rolled her eyes. "I'm fine. As soon as we defeat Zelena, my sleep schedule will go back to normal."

"And when will that be? It could be months before we defeat the witch."

She bit her lip and then deflated, exhaling heavily. "I'll try, okay?"

His lips tugged up. "Try reading, love."

"What?"

"Reading. Before bed. It calms the mind."

Her eyebrows raised. "Captain Hook reads?"

He chuckled softly. "Aye, he does. It is rather entertaining."

"Henry would agree with you. He loves to read."

Killian nodded. "So he's told me. Who is this Harry Potter he keeps talking about?"

Emma laughed. "You should read those books. I'd like to see your opinion on them."

"Hmm. Perhaps. Are they at the library?"

Her eyes widened slightly as if she didn't believe he'd actually agreed. "Um, I don't know. Ask Belle."

This time, Killian's eyes were the one to widen. He stood. "Apologies, Swan, but I must leave you here. Your father wants me to help Belle research possible plans the witch has."

Perhaps it was just his mind playing tricks on him, but he thought she looked disappointed. "Oh, okay. Good luck. And, uh, thanks for the food."

He gave her a small nod. "Of course, love. Anytime. Don't forget to take a nap."

"Of course." She didn't roll her eyes, but it was clear she wanted to.

"Goodbye."

"Bye."

Killian walked to the library feeling lighter than he had in days.

Hook—Killian—was right. A nap had been exactly what she had needed. Not that she would ever tell him that. After she had finished her lunch, she'd gone back to Granny's for a short nap. Four hours later, her phone was ringing and waking her up.

"Hello?" she asked sleepily.

"Hey, Emma. It's Belle. I have to go home to grab a few things, but I don't want to leave Hook alone. Would you come help him?"

Emma knew what she was really asking. Belle didn't trust Killian enough to leave him alone with the books that might hold the answer to all their problems. She couldn't really blame her despite her annoyance at being woken up. Killian had tried to kill her before. "Yeah, I'll be right over. You can leave him alone, you know that, Belle? We can trust him."

"I trust you, Emma. Thank you!"

"Bye." She hung up and crawled out of bed, throwing the blankets off of her feet. She padded into the bathroom and looked at her reflection. Her hair was a mess, but the bags under eyes seemed lighter. She yanked a brush roughly through her hair and brushed her teeth quickly before slipping her shoes and jacket on.

Henry was still with Leroy and would be for another hour. Despite being glad she'd been able to get a little extra sleep today, she couldn't wait to see her son.

It was five o'clock and Emma's stomach grumbled hungrily. She hadn't eaten since lunch. As she walked to the library, she wondered if she'd be able to convince Killian to join her and Henry for dinner at Granny's. He'd agree, probably, but doubt still nibbled at the back of her mind.

It was silent when she entered the library. Belle didn't seem to be anywhere, Killian didn't either. She was about to leave to find him when she spotted a black bump hidden behind a pile of books. Smirking, she moved forward.

The pirate was passed out in his chair, his cheek pressed against the open pages on the book he had been reading. His breaths were soft and calming. Emma couldn't help but laugh. He had told her to get sleep, but apparently he hadn't been getting much of it either. She wasn't going to let him live this down for a while.

His expression was different in his sleep. It was without any sarcastic remarks protecting him. She only ever saw him wear an expression like that when he looked at one person—her.

Ignoring the slight swelling of her heart, she shook his shoulder. "Killian, we need to—"

He was on his feet with his sword in his hand before she could finish her sentence.

Emma jumped back and threw her arms up, looking down at the sword that was pointed at her. "I didn't know you were so protective of your nap time."

His eyes darted around quickly before he relaxed and sheathed his weapon. "Apologies. Don't wake up a pirate from their slumber unless it's an emergency, love." He raised his eyebrows. "There isn't an emergency, is there?"

Emma shook her head, her lips tugging upward. "But we do need to read these books."

"It's bad form to wake a man from his slumber, Swan."

"You've woken me up from three naps in the past two days!"

"But those were for important reasons. I hardly count researching as important." However, a small smile was on his face. He resumed his seat. Emma couldn't help but think the lines on his face from the crumple book page were adorable, but she pushed that thought aside and sat across from him.

"Did you get some sleep?" he questioned, smoothing out the page.

"Yep."

He looked up, surprise filling his features.

"Don't look so shocked. I was tired." She snatched a book from the top of one of the piles and opened it. "What exactly are we looking for?"

"Any spell that involves courage and babies."

Emma cringed, but remained silent. The thought of her little brother or sister being taken away from her parents just like she had been made her want to scream.

"You all right, Swan?"

She glanced up and saw Killian studying her. "I'm fine."

He raised an eyebrow and then reached across the table to grab her hand. "We'll stop her, love. Your little sibling will not be taken away from your family."

"How do you know that?" she asked earnestly, searching his eyes.

"Because I know you, Emma." He squeezed her hand. "You won't give up until this witch is defeated. You always protect your family. I have yet to see you fail, still."

Tears pricked her eyes, but she blinked them away and pulled her hand back, despising that her hand felt so cold afterward. She cleared her throat. "You have to get some sleep, too."

He chuckled. "Aye."

"Why haven't you been able to sleep?"

Killian hesitated, averting his gaze. "It takes time to adjust to sleeping on land rather than the sea."

Her eyes narrowed. "I told you why I couldn't sleep."

"You're right." He took a deep breath and met her eyes. "I haven't been able to sleep because I've known you haven't been able to sleep."

She blinked. It took her a moment to take in his words. "Wh…why does it matter if I can't sleep?" She knew the answer, but she didn't want to think it. Half of her wanted to hear him say it, the other half screamed at her run.

Killian gave her a look that said he knew she knew. "I don't think I've made it a secret that I care about you, Emma. Knowing your up, letting your thoughts torture yourself…." He shook his head. "I can't stand it. You don't deserve that."

She hadn't expected him to say it so plainly, but he had, and now she didn't want to run. She wanted to comfort him, assure him she was okay. She wanted to hold his hand and make sure he knew she was going to be fine. Despite her walls screaming at her, she almost did. She almost reached for his hand, almost started talking, but her phone vibrated.

"Sorry, I gotta take this," she mumbled as she clumsily extracted her phone from her pocket. Her eyes lit up when she saw Henry's name. "Hey, kid."

"Hi, Mom! We're back."

"Okay, just wait at Granny's. I'll be over in a few minutes. Then, we can eat dinner."

"Okay. See you."

"See you. Bye." She hung up and stood, purposely avoiding Killian's eyes. "I, uh, gotta go. Henry's waiting for me at Granny's."

"Of course."

She stuffed her phone in her pocket and started walking out, pausing when she reached the door. What had happened to her plan to ask him to join them at Granny's? Any doubts she had had were gone now. There was no reason she shouldn't ask him. It wasn't like it was a date or a step forward or anything. It was just dinner with her son and friend.

Before she could lose her nerve, Emma turned around and blurted out, "Come have dinner with us?" Quickly, she added, "Henry would like to see you, probably."

Both his eyebrows raised, something rare. "At Granny's?"

Emma nodded. "Yeah."

No hesitation. He smiled and stood. "Gladly."

She blew out a breath and held the door open for him. As they walked to Granny's, Emma barely felt the cold bite of the air around her.

I hope you enjoyed that chapter!