This wasn't going to plan at all.

Killian Jones scrubbed his hand through his hair in frustration as Emma Swan, his best friend and the love of his life - a fact of which she was completely unaware - laughed loudly at yet another scene that was supposed to be terrifying.

He had invited her over to his apartment to watch a horror movie which, according to the reviews, was 'guaranteed to cause heart palpitations, nightmares and ear-splitting screams of fright', in hopes of her being so fearful she would seek the comfort of his embrace.

But she was laughing. Hysterically. Sitting as far away from him as possible on his dilapidated couch, she was nearly doubled over and wiping tears from her eyes.

He should have known. He should have remembered that nothing scared Emma Swan.

xxxxxxxxx

The first day he set eyes on her, he was sitting in British Literature in the Fall of his junior year of high school. The teacher was droning on about the latest novel they were assigned to read, when Killian looked up to see an angel enter the room. She wore black skinny jeans tucked into battered combat boots, a red top which was short enough to allow a teasing glimpse of her stomach, and a faded jeans jacket which had definitely seen better days. Her golden tresses fell in riotous waves around her shoulders, and her green eyes glittered with defiance.

Killian was smitten at first sight.

The teacher took the note the new girl handed her, read it and turned to the class. "Ladies and gentlemen, this is…"

"Don't announce me," the girl growled, before moving stealthily down the aisle to slide into the seat beside him.

The teacher glared at her for a few seconds before continuing, "Very well, Miss Swan, we'll carry on then. Please prepare to take notes since this information will be included on the upcoming test."

Swan, Killian thought. What an absolutely appropriate name.

The girl stared back at the teacher with a bored expression and popped her gum loudly. Killian realized that, even if she felt inclined to take notes, she had nothing with her to do so. She'd walked into the room completely empty-handed except for the note she passed on to Ms. Hart .

Quickly, he tore a few sheets of paper from his notebook and scrambled to retrieve an extra pen from the bookbag on the floor beside his feet. When he offered them to her, she turned haughty eyes on him, refusing to take them from his hands.

He faltered for several seconds, then pushed them toward her again. "You really should take notes. Her tests are killer," he said quietly.

She popped her gum again. "I. Don't. Care."

He struggled to pay attention to what the teacher was saying for the rest of class, sneaking glances at the blonde girl sitting beside him who was intently studying her fingernails and giving her gum a workout.

When the tone sounded for the end of the period, Killian hurriedly shoved his notebook into his backpack and trailed after the girl, who was quick to leave her seat and exit the room. He caught up with her a few steps outside the classroom door, as she pushed her way through the crowded hallway.

"Hey! What's your next class?" he asked breathlessly.

She came to a stop and gave him another appraising look. Just when he thought she would brush him off again, she reached into the inside pocket of her jeans jacket and took out a folded sheet of paper. Flicking her eyes over it, she answered, "Chemistry."

"That's where I'm headed, too. Follow me, I'll take you there."

She shrugged. "Okay."

He began leading the way, grinning as she fell into step beside him. "I'm Killian Jones, by the way."

"Emma Swan."

"It's very nice to meet you, Emma."

"Why are you taking Brit Lit?"

"Pardon me?"

"You're British, right? Shouldn't you be the one teaching the class? I'm sure you'd do better than What's-her-name. She's as dry as the Sahara."

Killian chuckled and scratched behind his ear. "I haven't lived in England for several years. I just haven't shed the accent."

"I'm sure the girls are all falling at your feet with an accent like that."

He scoffed at her statement. "Hardly."

They reached the Chemistry lab and he was pleased to see her choose the stool beside him. His concentration wasn't any better during that class, or for the rest of the day. They had two more classes together and she joined him at his table for lunch, sitting amongst the rest of the kids who didn't belong to any groups or cliques which segregated the student body.

When the school day ended, they proceeded down the front steps together. "Did you drive to school?" he asked.

"Hell, no. I can barely afford to pay attention, let alone buy a car. How about you?"

"Oh, uh, I live just a few blocks down this way," he explained, pointing off to his right. "Which direction is your home?"

"It's over that way," she said, gesturing vaguely. "I wouldn't call it my home, though. It's just another stop in the ongoing saga of 'where's Emma Swan going to live next'?"

"Your family moves a lot?"

"My family," she spat, "is non-existent. "I've been a foster kid from the day I was born."

"I'm an orphan, too. My mum died when I was seven years old. My father moved us to Storybrooke six years ago with the promise of a job on a fishing boat, but he was washed overboard in the middle of a storm just a couple of weeks after he started working, and was never found. Sarah Fisher took in my brother Liam and me, until he was old enough to get a proper job and become my legal guardian."

"That's who I'm living with - Sarah. She seems okay."

"She is. She was strict, but she really cared about us. One time a kid accused me of stealing his jacket and I was suspended from school. Once she found out I didn't do it, she went to the principal to defend me. I was sitting right outside his office and could hear her letting him have it about how I was an honest boy and just because I was a foster kid didn't mean I was a thief. He took my suspension away and the next day, the kid admitted that he'd lost his jacket and didn't want his parents to be mad at him."

"Most foster parents I've lived with wouldn't bother to stand up for me like that."

"Well, Sarah will, as long as you prove to her that you're trustworthy."

"Good to know."

"So, I guess I'll see you tomorrow?"

"Yeah, I've got nothing better to do than come to school," she smirked.

He grinned in return. "Have a good evening, Emma."

"You, too."

He turned to begin walking down the sidewalk, then heard her yell, "Hey, Killian?"

"Aye?" he asked, pivoting around to face her again.

"Thanks for, uh, talking to me and, you know, showing me around and everything," she stammered.

"It was my pleasure, Swan."

xxxxxxxxx

After that first day, they were nearly inseparable. Emma continued to be a bit defiant with her teachers and most of the other students; but when she was with Killian, she let her guard down, and he was privileged to see the sweet, funny, endearingly sarcastic side of her.

She never took notes in class and still managed to ace almost all of her tests and exams. Once she heard something, it seemed to be embedded in her brain for good. The only subject which caused her problems was Calculus, and since he was excellent with numbers, he helped her through it.

They understood each other in every way that mattered, and everyone soon thought of them as a package deal. Wherever you found Emma, Killian wasn't far behind and vice versa. He continued to be completely enamored with her, but never revealed his feelings for fear he would lose the first real friend he ever had.

When they moved to America, Liam was sixteen, broad-shouldered and outgoing, and soon found acceptance on athletic fields and courts. Killian, on the other hand, was only eleven years old; gangly, shy, morose and bookish. He wasn't exactly bullied, but he never had what he would call actual friends. He kept to himself, trying to fade into the background as much as possible, while Liam thrived in the limelight. After graduating high school, Liam opted not to go to college, feeling the need to get a full-time job at the Storybrooke harbor so he could continue to provide a home for his younger brother.

As graduation neared for Killian, Liam insisted he continue his education to pursue his dream of being a mechanical engineer. Killian was accepted into five different universities, but he only considered going to one.

The one Emma planned to attend.

Liam wasn't thrilled with the decision; he wanted his brother to expand his horizons and make other friends besides the girl who had Killian so starry-eyed, but never seemed to want to take their relationship to another level.

Killian stood his ground, and in the end, the two friends set off to a campus three hours from Storybrooke, living in the same dorm and carrying on their friendship. Their freshman year went by quickly as they adjusted to being independent and balancing their social life with their demanding classes.

At one point, Emma went out on a couple of dates with a guy she met in her Sociology class and Killian was heartbroken. He considered expressing his hidden feelings to her, but almost as soon as she started dating Walsh, she broke it off, calling him a jerk for telling his buddies she was an easy lay, when they hadn't done anything more than make out for a few minutes.

They returned home for the summer, both of them working to save money for their second year; Emma as a waitress at Granny's and a summer camp counselor, Killian doing maintenance work at the docks under Liam, who was now the harbor master.

The next semester saw Killian living in an apartment off campus, while Emma took on the job of being a Resident Advisor in one of the dorms, earning her a much-reduced room and board fee. They hung out as much as possible during their busy weeks, setting up study sessions at the library and meeting at the student union for lunch a few times.

When Emma was off-duty on the weekends, she was nearly always at Killian's place, eating his food and enjoying the streaming services for which he and his roommates Robin, Will and Phillip splurged.

Killian grew increasingly frustrated that, despite his growth and maturity in the three years since meeting him, Emma never saw him as anything more than the awkward kid who was her first true friend. Gone was the skinny, insecure, bespectacled teenager - he used some of his graduation money to purchase contacts, grew three inches and gained thirty pounds of muscle during his first year of college - but she never even seemed to notice.

Killian finally decided that enough was enough, which was why he came up with a plan late in October of their sophomore year. His roommates were all going to be gone for the weekend and HBOMax was featuring a full menu of horror movies. He figured all he had to do was get her alone, watch a terrifying movie with her, and open his arms to allow her to bury her face in his chest. That would lead to kisses of comfort, and possibly more…

But she was far from seeking comfort in his arms as she hung over the end of the couch, laughing loudly as another bloodcurdling scream came through the sound system.

"Swan," he grumbled through gritted teeth, "this isn't supposed to be a bloody comedy!"

"It's not a bloody anything! The 'blood' is so fake, it looks like strawberry jello," she replied, framing 'blood' with air quotes.

"Don't you find any of it even remotely frightening?"

"Yeah," she responded, wiping more tears of laughter from her cheeks, "I find the fact that anyone would consider this to be a horror movie extremely scary. It's so cheesy!"

Killian sighed, pulled the remote from the crevice of the couch cushions and pointed it at the television, turning it off.

"Why did you do that? I was enjoying it!"

"You just said it was cheesy!"

"It might be cheesy, but it was providing me with a good laugh, which I really need after the week I had. A full moon during the week of Halloween apparently causes college Freshmen to lose their damn minds!"

Killian pushed to his feet and tossed her the remote. "Fine, turn it back on and laugh yourself sick. I'm going to bed."

"Hey, what's your problem, Jones?" she asked, anger lacing her words. "I thought we were gonna have a fun night together, just like always."

He stopped in his tracks, but didn't turn around. "That's the problem," he muttered, "it's just like always."

"I thought you liked our movie nights."

"I do, but…" He bit his lip and closed his eyes, wondering if he should finish the sentence.

"But what?" she prodded, rising from the sofa and stepping behind him.

Turning to face her, he said, "But it's not enough anymore, Emma."

She paled and he thought he detected a slight tremble of her bottom lip. "What do you mean by that? Don't…don't you want to hang out with me anymore?"

He finally had all he could take. Inhaling deeply, he moved within a breath of her, framed her face with his hands, and pulled her toward him to press his lips against hers.

For a few seconds, he felt her melt into the kiss, her lips soft and supple as she responded. Then suddenly, she pushed him away, staring at him with wide eyes; and that's when Killian saw something in her expression he'd never seen before.

Fear.

Emma Swan was afraid.

"Wha-what are you doing?" she gasped.

"Something I've wanted to do for over three years."

"You can't!"

"Why not?"

"Because I've lost everyone in my life. I…I can't lose you, too."

"I'm not going anywhere, Emma."

"You say that now, but…"

"Haven't I been with you through thick and thin? Why would that change if we…if we were more than just friends?"

"Is that really what you want?" she whispered, her voice shaking with emotion.

"It's what I've wanted since the first moment I saw you." His heart was pounding so hard he could feel it in his throat, but he kept his eyes locked on hers. "I think I fell in love with you as soon as you mouthed off to Ms. Hart that day, and my feelings have done nothing but get stronger in the last three years."

"You love me?" she squeaked. "I mean…really love me?"

He nodded slowly, then raised his hands to cradle her face, brushing his thumbs across her cheeks. "Don't you know, Emma? It's you, and it will always be you."

"But what if.."

"Always, Emma. Always."

Her eyes searched his face for any hint of a lie, something she could detect easily. Finding none, some of the tension left her body, and yet she still hesitated.

Killian pressed on. "I've told you where I stand, Swan; it's your turn to tell me what you want. I promise that no matter what it is, I won't leave you. I'd rather have you as a friend, than not have you in my life at all."

He watched as a gamut of emotions played over her face, and saw the exact moment when she was finally ready to give in. "I want…I want to stop denying my feelings for you, too. I want the final bricks of the wall around my heart to be broken down completely. And I want…"

Killian waited with bated breath as she furrowed her brow, clearly trying to figure out how to finish the sentence. "Want what, Love?" he quietly prompted.

"I want you to know that I love you, too."

"Yeah?" he whispered, barely daring to hope.

"Yeah," she said, the surety in her voice setting his mind at ease.

A grin slowly stretched across his face, then he surged forward to capture her lips. This time, there was no hesitancy in the kiss; only passion and fire as they sought to express the feelings they had both repressed for so long. Tongues tangled, teeth clashed, hands roamed, moans worked their way up from their throats. The kiss was everything they wanted and not quite what they needed all at the same time.

"K-Killian?" she gasped.

"Mmhmm," he uttered, still trying to devour her.

"Do you have…protection?"

He separated their lips at last, panting for breath as his eyes searched hers. "No, but I'm sure Will does."

"Can you find some?"

"Are you sure, Emma?"

"I…I think so? I just, I haven't ever…you know."

"Neither have I."

"Really?"

"Who would I have done it with? I've been in love with you for years and I didn't want to go to bed with someone just to say I wasn't a virgin anymore."

"That's how I felt, too."

"I have another confession to make," he ventured, figuring he might as well throw all his hats into the ring. "I've never even French kissed a girl before. The only other girl I ever kissed was Ariel during that school play we performed. I'm sorry if my kisses…if they're…"

She placed her index finger over his lips. "They're perfect. I could easily kiss you for the rest of the night, if there wasn't another first that I want to experience with you."

He leaned his forehead against hers. "I want that, too. God, Emma, I want that so much."

"Check Will's room and I'll meet you in yours."

He nodded and kissed the tip of her nose, before peeling away to hurry upstairs.

Emma quickly locked the front door and ran up the steps two at a time, dashing into the bathroom to pee and check herself in the mirror, before going into his room across the hall. She pulled off her hoodie and tossed it on the floor, then sat down on his twin bed and jiggled her leg nervously as she waited for him.

It was only a couple of minutes before he joined her, triumphantly waving a long strip of condoms. "Jackpot!" he crowed.

"Thank God Will is promiscuous," Emma snorted.

Killian laughed and sat down beside her, shoving the condoms under his pillow. "So, um, are you…ready?"

"Yeah. Are you?"

"I'm, uh, kinda nervous."

"So am I, but that's probably normal, don't you think?"

"Aye." He started rubbing at the spot behind his ear which always garnered his attention when he was anxious.

"Why don't we…lay down?" she asked timidly.

"Okay."

They stretched their bodies out on the narrow bed, fully clothed and facing each other, and she reached up to brush her fingers along his jaw. "You didn't shave today."

"I've been working on a project and haven't taken the time to do it for a couple of days." Starting to sit up, he said, "I can go…"

"No, don't. I like it. It's very sexy."

"Yeah?"

"Mmhmm." Her lips followed the trail her fingers had blazed. "I might have chapped lips tomorrow, but it will be worth it!"

Killian grinned, and wrapped her in his arms to pull her against him. He initiated more kisses, which grew increasingly more fiery and frantic, then began fumbling with the hem of her T-shirt, trying to pull it up her body.

"H-hold on," she mumbled. "Let me just…" Untangling her arms from around him, she sat up slightly and yanked on the shirt, briefly becoming trapped in it as it got caught in her hair, before finally succeeding in getting it over her head.

Killian's eyes lit up like a kid in a candy store when he saw her lace-covered breasts, heaving with exertion after the passionate kisses and the battle with her shirt. He licked his lips and tentatively raised his fingers to touch them, stopping just short and looking up at her. "May I?"

"They're all yours," she smirked. "Do you know how to work a bra?"

His cheeks reddened. "Elsa's are in the laundry sometimes," he admitted, referring to Liam's girlfriend, "and I...I've practiced with them a time or two."

"Of course you have," she giggled. "Well, why don't you see if the practice pays off?"

Licking his lips again, he directed his attention back down to her chest, dipping his fingers into the valley of her cleavage, then using them to trace the edges of her bra around to the fastenings at the back. Despite his hands shaking nervously, it only took him a couple of attempts to undo the hooks.

"Ta-dah!" he celebrated.

"Yeah, nice trick, Magic Mike," she commented dryly, shrugging out of the undergarment and tossing it behind her, while his jaw slackened in awe of the perfection in front of him. Seeing the hunger in his eyes, she urged him to roll over on his back, and shifted until she was hovering over him, surrounding him with a curtain of her thick, blonde hair.

He eagerly reached for her breasts, cupping them in his hands and rubbing both thumbs across the hardening nipples. The sensations he created caused her to close her eyes and moan, exciting him further and inspiring him to experiment with sucking a nipple into his mouth.

She threw her head back, moaning louder, and her arms, which were supporting her, began to shake. His hand squeezed and fondled her other breast, while he sucked harder, only pulling away to ask, "How does that feel, Love?"

"Amazingggg," she groaned. "Fucking amazing!"

Grinning, he returned to his task, sucking several purplish marks into the soft skin surrounding her areola. Seeing those small bruises on her breast sent a rush of possessiveness through him that he couldn't really explain, and he felt his cock swell further at the thought of her being his completely.

"Killian," Emma gasped, pulling him from his musings. "You're gonna make me come just from doing that!"

"Is that a bad thing?" he asked innocently.

"Hell no! I just…I never knew…you had…such a talented mouth!" she managed to say.

Wanting to reverse their positions, he rolled them over and…

Landed right on top of her on the floor.

"Ow!" she exclaimed, reaching up to rub the back of her head.

"Sorry, Swan!" he immediately apologized. "Are you okay?"

"I'm fine," she assured him, then burst out laughing. "Real smooth, Casanova!" she teased, watching the tips of his ears turn red.

"Bloody hell! Talk about ruining the moment!" he cursed, scrambling to move his body weight off of her.

"You didn't ruin anything," she soothed as she sat up. "You just provided some comic relief."

"When you remember this night, can you conveniently forget that part?"

"Not a chance!" She stood and tugged on his arm to help him to his feet. "While we're up, we might as well get rid of the rest of these clothes."

"O-okay. Do you want to…or should I…"

She put her hand on his chest. "Promise me something, Killian"

"Anything."

"Promise not to be ashamed of showing me your body. I know how self-conscious you are and I don't want you to hold back or be inhibited in any way. I love everything about you, including your body."

"I'll try my best as long as you help me. You've always been the fearless one, Swan."

She grabbed the hem of his T-shirt, quickly sliding it up his body. He accommodated her by raising his arms so she could easily finish removing it.

Her eyes widened as she took in the glorious whorls of hair covering his chest. "Why the hell have you been keeping this covered? You don't even take your shirt off at the beach!"

His fingers found their way behind his ear again. "It's embarrassing to have so much hair."

"Are you kidding me?" she sputtered, tenderly stroking her fingers through the soft strands. "Do you know what some guys would give to have perfect chest hair like this?"

"Well, some guys used to poke fun at me for it when I was in eighth grade."

"That's called jealousy, Kil. You're not allowed to hide it from me anymore, because I love it!"

"Duly noted."

Her fingers continued exploring his chest, circling his nipples and scratching across his abs, while her tongue found its way to the hollow of his throat and collarbone. He closed his eyes and gritted his teeth, trying to keep himself under control, but after a few more moments, he growled and grabbed her hands, raising a warning eyebrow at her.

She smirked at him, then he dropped her hands and reached forward to pop the button on her jeans and pull the zipper down. As soon as they were loosened, she shimmied them down her legs, leaving her in only a lacy pair of panties.

He swallowed hard, looking at the tiny triangle of material covering her most intimate area.

"Your turn," she said, reaching to unbuckle his belt and remove it.

"Um, okay," he replied nervously. Taking a deep breath, he unzipped his jeans and shoved them down all in one motion. It reminded Emma of trying to remove a bandaid quickly so it caused a minimum of pain.

His boxer briefs sported a sizable bulge and he started to bring his hands up to cover it.

"Uh, uh, uh," she admonished. "You promised."

He dropped his arms, holding them awkwardly at his sides.

"Can I take them off of you?" she asked, gesturing toward his underwear.

"Uh, I…I guess?"

She looked up at him through her lashes and licked her lips, then hooked her fingers in the waistband and pulled them out and over the tip of his cock. Dropping to her knees, she finished dragging them down his legs, her eyes widening at the sight of his rigid cock right in front of her.

Without hesitation, she slid her hands back up his legs and wrapped them around his sizable member. As Killian held his breath, she slowly ran her hands up and down the smooth, velvety skin, causing it to slide and shift.

"I've never seen a guy's cock in person," she commented, still concentrating on the stroking she was doing. "Are they always this big?"

"I…I don't know. I've never…compared…bloody hell, Emma!"

"What?" She peeked up at him with a look of innocence on her face.

"If you keep doing that, you're gonna make me come before we even get to the…the act."

"The act? You're calling it the act?"

"What else am I supposed to call it?"

"Making love, having sex, anything but 'the act'!"

"Maybe I'm not ready for this," he groaned, closing his eyes and dropping his head back.

"Oh, I'd say by the looks of this," she said, giving his cock another stroke, "you're more than ready."

"Can you please stop doing that? I really want to make love to you."

"I thought guys liked having their cocks stroked."

"We do, but not if it makes us shoot our wad too soon."

She giggled as she pushed herself back to her feet. "Shoot your wad," she snickered. "What a weird way to put it."

"Are you gonna criticize everything I s-"

He stopped talking as she plunged her tongue inside his mouth. Their hands moved desperately over each other's bared skin and soon they were falling backwards onto the bed again.

Killian maneuvered them until Emma was on her back in the middle of the bed, then began licking, sucking and kissing down her throat, across her breasts, and along the length of her body. With every nip and graze of his teeth along her overly sensitive skin, her back arched and she uttered indecipherable words.

When he reached the apex of her thighs, he removed the last remaining scrap of material, and she automatically spread her legs apart, giving him a strong whiff of her arousal. He inhaled deeply, then tentatively dragged two fingers through her folds, gathering her slickness on the tips of them.

She shivered at the sensation and gripped the corners of the pillow underneath her head with both hands. "Please…do that again."

He obliged and this time, his fingers brushed under the hood exposing her bundle of nerves. Shockwaves of pleasure shot through her body and she emitted a long, low moan. "More, Killiannnnn…"

His fingers continued slipping through the ever-increasing arousal she was producing, and he took note of what made her writhe and moan the most. He discovered if he put pressure on the little nub, her legs would quiver and quake; so he concentrated on that area until her head was thrashing back and forth on the pillow. When he ventured to give it a little pinch, it was all she needed to fall over the edge.

"Yes! Yesss! YESSSS!" she screamed, and he watched as ecstasy filled her face.

"That was good, yeah?" he asked, once she seemed to come back to earth.

"Are you fucking kidding me? I've never felt anything that good in my life!" she panted.

"So that was your first orgasm?"

"I've given myself a few, but none as intense as that! I didn't even know I could have one without actually, you know…"

"Doing the act?" he smirked.

She rolled her eyes. "You big nerd - you're lucky I love you!"

"Aye, that I am," he responded, his eyes going soft as he gave her a sweet smile.

Returning his smile, she said, "Now, let's see what we can do about getting you off." She gripped his shoulders and pulled him down to her, kissing him within an inch of his life. When she was sure she had his head spinning, she changed positions with him so that she was on top, making sure they were a safe distance from the edge of the narrow mattress.

Reaching under the pillow, she pulled out the condoms and separated one from the strip, tore open the package and took it out. Holding it up, she flipped it over a couple of times before placing it at the tip of his straining shaft and rolling it down. "Am I doing this right?"

"Not sure, but you definitely make it feel good!"

After throwing him a grin, she carefully straddled him, placed her hands on his chest and scratched her fingers through his luxurious hair. Then she started to slide her slippery cunt along his shaft.

"Emma, god!" he grunted, squeezing his eyes closed tightly. "Feels bloody, fucking fantastic!"

After making sure his cock was coated with her arousal, she lifted up a little. "I…I think I'm ready. Are you?" she asked, meeting his blue gaze once his eyes opened.

"Aye, Love, but go slow. Please don't let me hurt you."

"I won't."

"You'll tell me if you're uncomfortable?"

"I will, I promise."

With that reassurance, he nodded at her and she raised herself over him, lined him up, and began to sink down around him. When it started to burn, she pulled back, then sank down a little further. After doing this several times, he finally filled her completely and she stopped moving with her ass resting on his thighs and her hands planted on his chest supporting her weight.

He clutched the blanket underneath him as the feeling of being inside the woman he loved overwhelmed his senses. "Are you alright?" he gritted out.

"I'm good. How about you?"

"I…I…feel like I'm gonna explode."

"Do you want me to move?"

"Yeah, but not off of me. Just…just try sliding up and down."

She tentatively did as he asked and soon both of them were taking pleasure from each other. Emma pumped her body up and down while Killian thrust up into her. The tension continued to build until suddenly he gripped her hips and held her tight against him.

Feeling the pulsing of his cock, she couldn't hold on any longer and let herself give in to the bliss she could already see on his face.

Suddenly completely spent, she collapsed on top of him. Spasms shook their bodies and Killian gripped her ass. "Are you doing something to cause that, Swan?" he asked breathlessly.

"I think…they're called aftershocks," she giggled into his chest.

"How do you know that?"

"Hang around a dorm full of girls long enough, you learn things."

They laid quietly for several minutes, their hearts slowing, sweat cooling, and minds racing with the implications of what had taken place in the last hour.

Killian had never felt as happy and content as he did in that moment; until he heard the next words to come out of Emma's mouth.

"We should have become friends with benefits a long time ago."

His stomach dropped and he felt like he couldn't breathe. "Is…is that what you think this is?" he forced out through a throat that was constricted with disappointment. "Nothing but sex? I…I thought you said…"

Her head shot up and he saw a look of contrition on her face. "No, no, no! That's not what I meant, Kil! Of course it's more than just sex! I mean, it was amazing, but it…I love you! I know we haven't talked about where we go from here, but if I have my way, we'd be together as a couple, not just friends."

His heart started beating again. "Is that really what you want?"

She folded her arms across his chest and leaned forward to brush her lips against his. "Absolutely, as long as it's what you want, too."

"Without a doubt," he answered, relief flooding him at her admission. "Can I ask you something?"

"Mmm, sure," she said, nuzzling her nose against his throat.

"How long have you known you love me?"

She lifted her head again and shrugged. "I think I've known for a long time, but I didn't want to admit it."

"Why not?"

"Why didn't you?"

"I asked you first."

"You know you sound like a ten-year-old right now, don't you?"

"Just answer the question, Swan."

"I guess I was…scared. You're my best friend and I didn't want to do anything to screw that up."

"The fearless Emma Swan was scared?"

Her eyes fell away from his as she watched her finger trace his jawline, and he saw a blush creeping up her neck into her face. "I'm not fearless, Killian. Not when it comes to you. In my childhood, people were always letting me down…"

"Hey - I don't intend to let you down."

"I know, but it's not you I was worried about. I was afraid I would be the one letting you down."

"How could you ever do that?"

"I couldn't help but think that one day you would figure out it wasn't worth the effort of putting up with a high-maintenance friend like me."

"You're not high-maintenance."

"You have to admit it's challenging being my friend."

"I love a challenge," he grinned, then grew serious. "Emma, in three years, I've yet to find a single thing about you that I don't love. You don't have to be afraid of losing me because I already told you - I'm not going anywhere."

She smiled and leaned in to briefly press her lips to his, but before she could pull away, he moved his hand to the back of her head and held her in place to deepen the kiss. Soon their bodies began responding to the intense feelings, and they found themselves moving on to round two, during which they experimented with more ways to bring pleasure to one another, which continued into round three…and four…and…

By the time the weekend was over, Emma knew she never had to fear losing her best friend, now lover and boyfriend, and Killian's dreams finally came true.

He also had to buy Will a new box of condoms.

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