This chapter changes the rating from T to M. Please don't read if smut is not your thing! You will not miss story development, and all other chapters have been and will be T, save for this one. I'm a sucker for first time lovers Emma and Killian which is exactly what this chapter is.

Emma felt like she'd been lying in bed for hours, as sleep continued to evade her. She couldn't even begin to feel sleepy as she stared at the wall, deep in thought. Though she'd just spent the evening with Killian and her parents discussing what the future held, all she could think about was their afternoon alone at the grotto. She groaned in frustration as the sight of Killian shirtless and wet floated through her mind again. Damn his sinfully light pants too, she thought. Annoyed at her errant thoughts she flopped on her back and threw the pillow over her head.

Down the hall Killian found himself in a similar state. He laid in bed wide awake going over the whys and why nots: They weren't married… yet. Even though he'd accepted that she'd chosen him as well, the fact remained she was royalty and he was not. He'd promised her he wouldn't make her wait too long. She wanted him as badly as he wanted her, going so far as to tell him exactly what she wanted. He didn't know what the hell he was doing, only what he'd heard from others. Her parents accepted and approved of him to be with her forever. So far he was at an even three to three for reasons for and against going to her right this instant and giving in to what they both wanted.

"Bugger it," he muttered to the empty room. He decided to go to Emma, she would be the tie breaker, if she was asleep he'd return to his quarters, if not, well then that's when the fun would begin. Clothed only in his linen underdrawers and a shirt he made his way quickly down the hall, a silent plea in his head that neither David nor Snow were still up and about. It was a rather hastily made decision, and he had other pressing issues at the forefront of his thought process. He nervously slipped into her room making no sound at all and made his way over to her bed. Seeing that she was indeed asleep nestled under her pillow, he smiled affectionately, wait it is then, he thought. He whispered a quiet,"Good night, love," to her and turned to return to his own bed.

"Killian," he heard her soft voice call out to him.

"I'm sorry love, did I wake you?" he asked. Turning around he saw she'd removed the pillow from her face. Her hair was strewn about as though she'd been tossing and turning.

"No," she replied, sitting up "I can't sleep to save my life right now."

Sitting down on the edge of her bed, he extended his hand out to her, "Me neither, love, why can't you sleep."

Emma reached out and clasped his proffered hand, "Why can't you?" she returned, avoiding his question and his eyes, afraid he might see the unbridled lust that was building there.

"Uh-uh, Swan, I asked you first," he chuckled. He reached his other hand to her hair and smoothed it from her forehead and behind her ears.

Squaring her shoulders and inhaling deeply, she decided to go with honesty, "I can't stop thinking about you, and today," she murmured. "Have you come to keep your promise?"

"Aye, that was my intent." His hand still at her face had begun to caress over her cheek and down to her neck.

"Was?" she questioned in a small voice.

"Well, I was sitting by my lonesome thinking of the reasons why we should, and the reasons why we should not. I came up dead even and decided if you were awake then it would be a reason we should, and if you were sleeping, then it'd be a sign we should not," he explained.

Taking his hand from her neck, she now held both of his hands firmly in both of hers, "Killian, there is no reason we should not." Looking into his deep blue eyes she could see him accepting her words. She laid back down and pulled him with her.

He laid next to her side, his arm wrapped around her middle and waited for her to make a move.

As she laid down with Killian by her side, she realized after a moment that he wanted her to take the lead. Emma wasn't sure where to start either. Closing her eyes she inhaled deeply and exhaled, then wrapping one arm around his neck she pulled him against her. There was still a fair amount of space between them, getting a little impatient, she tugged on him to close the gap.

He caught her intention immediately; shifting her so she was on her side facing him, he pressed their bodies together from forehead to legs. "I've never done this before, love. Promise me you'll tell me what feels good, and what doesn't. Promise me you'll tell me to stop if you need me to."

"I promise," she whispered against his lips, right before she pounced. She teased the seam of his mouth with her tongue, waiting for him to open to her advances. Threading her fingers through his hair she kissed him thoroughly when he allowed her entrance. Playing with different angles to see which would allow the most feeling, she continued to explore his lips and mouth ardently.

Kissing her deeply his free hand began to roam the length of her body. His other hand was helplessly pinned. He broke the kiss and sat up. Her audible whine at the loss made him smile, "I'm not going anywhere, Swan, sit up with me, it'll be easier."

Emma did as he said and sat up. Her body had been so achy for him that she hadn't thought of the time that would go into learning how to be together. She kissed him again, but found that she couldn't feel the press of his body like this. "Killian, I want to feel you against me," she breathed out between kisses.

Killian stood up and pulled her into his arms, pressing bor body fully against his, "Like this?"

"Yes," she shivered at the connection.

"What else, Emma?"

"I want to see you," she admitted shyly.

He broke away from her and held his arms aloft, ogle all you want darling," he jested. He was becoming more nervous, stalling. What if he couldn't satisfy her?

"All of you," she giggled, "and I want you to see me," she added. Slowly she brought her hands to the top of her nightie, she began to unbutton it, still staring at him. He seemed to be frozen in place. "Killian, where are you?" she stopped undressing and brought a hand to his face. She felt him lean into her touch, and it warmed her. "Tell me."

"Swan, I- can we talk for a few moments?"

"Of course, is everything alright?" she asked sitting down on the bed again and beckoning him to sit with her.

He sat down and exhaled a breath he hadn't intended to hold in, "Emma, I want you darling, so badly, but I, I am not experienced-"

"Killian neither one of us has any experience, but I know it will be wonderful, it's you and me," she spoke reassuringly.

"From some of the tales I've heard it's not always as easy for a lady to reach her peak, as it is for a man. I just don't want to reach that point without you, and I'm quite terrified I may not last long at all. I've thought about making love to you quite frequently, and though in my fantasies it's quite glorious, I'm afraid I may not perform up to par," he confessed, his neck to his cheeks, all the way to the tips of his ears turning a crimson color.

Emma smiled at the man next to her, "Leave it to you to be a gentleman even before we've started," she leaned in hugging him, she was so in love. "You've had fantasies about me?" she said coquettishly sitting back again.

His ears turned pink again, "That is to say- I mean- well…" he stammered, embarrassed by her forward question.

"Why are you so nervous? Calm down, it's me. You're beginning to make me think I should be nervous as well." When he didn't speak she added, "I've fantasized about you too."

His eyes shot up to her, "Christ love, I want you so badly."

"I'm ready when you are," she answered standing back up. She continued where she left off, unbuttoning her nightgown.

Killian stood up and reached out to her, "May I," he murmured.

Emma nodded her head, and dropped her arms down to her sides. She watched him as he worked at each button, his breathing becoming quicker the further down he unbuttoned.

He unbuttoned the final button which was at her abdomen. Pausing to look at her, silently asking permission, he felt her hands place his at the collar of her nightie. Killian began to push it down her shoulders. He dragged in a rough breath as her breasts were revealed to him. He wanted to feel them in his hands, and nip and lick at them. He could feel himself harden further, he needed some relief.

She removed her hands from the garment and it easily slid the remainder of the way, over her belly, then her hips and then completely to the floor. She shivered under his amorous gaze. She let him look his fill, enjoying his admiration. Moving toward him she grasped at the bottom of his shirt and pulled it over his head. She halted for a moment to appreciate the view she had. She perused the broad expanse of his hair covered chest, wondering what it would feel like pressed against her. His pants were wickedly low on his waist, held mostly in place by his hardness jutting straight upward. Emma felt a jolt in her lower stomach that spread down further to her core. She was beginning to feel that achiness between her legs again. The achiness that begged for touch.

He moved into her body, and kissed her soundly. His arms cradled her and ran up and down her back. He couldn't help but press his erection against her. He jerked back when he felt her nimble fingers at the laces of his night trousers. "Not yet, love," he rasped out.

Emma didn't have to wonder what his chest hair would feel like against her anymore. The wispy feeling as it grazed along her breasts was divine, and then she felt him press his hips to hers and she was lost. She brought her fingers down to untie and free him, but as soon as she touched him , he backed off again. He dove in to kiss her again quickly, he trailed them along her jawline and down to her neck. Emma moaned quietly at the sensation of his lips and tongue against the sensitive skin of her neck.

Moving lower still he seated himself on the bed and scooted her toward him. Her stiffened buds were at eye level, he cupped her breasts, kneading at the soft flesh.

Emma jumped at the feeling of his palms against her breasts, but nothing could prepare her for the titillation she experienced when he brought his mouth to her peak and gently sucked at it. "Oh my god, Killian, that feels so good," she mewled.

He pulled back for a moment and shushed her, "I intend to do this more than once, so it won't do to have your father come in here and run me through now would it?" he grinned at her. The next thing he knew her hand was at the back of his head nudging him back toward her breasts. He gladly took her in again, tasting her. He swirled his tongue around her tight bud, waiting to hear if she enjoyed it. Hearing her soft moans, he kept at it switching to her other breast. This time he bit down ever so lightly, tugging just a tiny bit. When her fingers knotted into his hair grasping tightly and she shoved his face into her chest more, he guessed that she quite like it.

She pulled his head back and leaned down to kiss him again, immediately both his hands were back cupping at the whole of her chest. "Use your fingers," she prompted him.

"Show me, love."

Emma unabashedly brought her thumb and middle finger to her nipple and squeezed at it, rolling it between her fingers. "Like that," she panted.

Killian wasn't prepared for how erotic it would be when she touched herself, "Gods, you are gorgeous when you touch yourself," he exalted. He watched as she continued to tweak her nipple, her other hand still laced firmly in his hair. He brought his hand to her unattended breast and copied her movements.

Little sparks of heat coursed straight to her center. She could feel herself, she'd never been so wet in her life. "Killian, I need you to touch me...down there," she begged.

He looked up into her eyes, "As you wish." He brought both his hands to the waistband of her knickers and untied them. He slid them down her toned thighs letting them pool around her feet.

He gulped at the sight of her fully bared before him. Inhaling deeply, he caught her lovely scent, his eyes shut at the heady sensation that pulsed through his body.

Standing up, he resolved to taste her another day. He put his left hand around her and held her securely at her lower back. He brought his right hand to her center. Not sure exactly what to do, he caressed through her curls, he felt wetness at his fingertips, exploring the source he felt Emma push down against his hand.

"Is this where you want me to touch you?" he asked genuinely.

"Yes," she rasped out. Emma brought her hand over his and placed his fingers where she needed them. "Do you feel that," she asked as she ran his fingers through her slickness.

"Aye," he responded hoarsely.

"That's all for you, because of you. That's how much I want you," she explained. Showing him what to do turned her on even more. He was a quick study and she knew they would be perfect together in no time. When she guided his finger inside her, she felt his body jerk.

He naturally began to move his digit in and out of her. "How am I supposed to fit in there, you are so tight," he wondered out loud.

"Give me more," she whispered.

He instinctively added a second digit.

"Killian," she whined. His two thick fingers were more than she'd ever experienced. She started to become dizzy and her legs were feeling weak, as he continued to pump them in and out of her. "I need to lay down," she gasped out.

Killian immediately withdrew his fingers, "Have I hurt you, darling" he asked, trepidation in his tone.

"No, not at all," she chuckled, "it feels so good, but I've never stood up when I...you know," she blushed at her admission.

"You mean it feels so good you may pass out?" he spoke triumphantly.

She laughed at his antics, but quickly pulled him back to where they had been before. Emma felt herself approaching that summit, "Please go faster," she murmured.

Watching her beautiful body writhe under his touch had Killian harder than he'd ever been. He heeded her request picking up the pace of his fingers. He noticed there were certain directions his fingers could go that would cause her fingers to curl tightly into her bed sheets, or make her back arch, or a whine of pleasure. He was entranced watching how she responded to him. Her breasts bounced with the thrusting motions, and a light sheen of sweat graced her forehead. Her eyes were shut tightly, mouth slightly ajar as her rapid breaths escaped amongst her light cries and moans.

"Killian, almost, I'm almost there, don't stop," she pleaded. Ascending her summit she felt light and heavy all at once. Pleasurable vibes racing through her body, she was right on the precipice. Her hips began to meet his fingers thrust for thrust, and his palm began to hit her in just the right spot. Her walls fluttered and spasmed around his fingers, and Emma flew out and away from everything, a gratifying thrill caressing every fiber of her body. She threw her hand over her mouth to muffle the pleasurable sounds that she couldn't help. As she began to come back to herself she took note of his gorgeous face watching her.

Looking down on her splayed out on the bed he took a moment to marvel at her beauty. He climbed onto the bed and laid down facing her. "That was the most amazing thing I have ever had the privilege of seeing," he revered her, brushing her hair from her face and behind her ear.

"Killian, that was, that felt so amazing," she panted out, still slightly winded from her peak.

"Can I ask you something rather personal, Swan," Killian asked, eyes peering up from beneath his lashes.

"Anything," she whispered still coming down from her high.

"You said you've never been standing when you…" he trailed off.

"Ok, where's the question," she asked confusion in her voice. She rolled over to face him, curious as to what he was getting at.

"Well...when have you…you know" he tried again scratching that place behind his ear, her favorite of all his tells.

"Climaxed, orgasmed," she suggested, smiling when his eyebrows shot up in response.

"Yes love, when have you climaxed," he finally asked.

"I don't know how many times," she blushed, and ducked her head.

"How many were there, Swan" he asked a little bit of shock coming through in his voice.

Emma narrowed her eyes at him, "How many what?" she asked haughtily.

"Men, blokes, chaps, lads," he said, raising his hand in the air in a half shrug half explanation.

She continued to scrutinize him. She didn't know how to react, laugh at him, cry at his belief that she'd been with anyone else, or get angry and throw him out of her room. She took in a deep breath and weighed her options. How many times have I overreacted when it turned out to be a misunderstanding, she thought to herself. The last time there'd been a misunderstanding she'd made him promise to come to her if he was hurt by something she did. That's exactly what he was doing this decided she wanted to give him the benefit of the doubt, perhaps he misunderstood her earlier confession, and didn't think she was a hussy, which is what she was assuming he thought. Please let that be it, please let that be it, she repeated in her head.

"There were that many, you can't even remember," his quiet tone full of hurt.

Emma brought her hand to his cheek, "Killian, I have never been with another man. I have wanted you and no one else since... forever," she leaned in to kiss him gently. "I'm sorry you misunderstood me, I simply meant that…"

His whole body physically relaxed upon hearing her words, and he kissed her back. "You meant what, love?"

"I meant when I am by myself, I've never climaxed standing up," she said, feeling her heart beat so hard she thought he might hear it. She felt shy to say these things out loud, but she also knew that the more they talked the better lovers they would make.

The thought of her taking herself to that same state of bliss he'd just witnessed had him stiffening again. He'd lost any amorous thoughts when he'd misunderstood her answers. "I- I assumed it was only us slovenly males that took matters into our own hands," he admitted, chuckling softly.

"Well, you thought wrong," she corrected, giving him a lascivious smile. "Now it's your turn sailor," she responded, her voice laden with promise and passion.

"We can wait, love, I don't want you to be sore tomorrow," he told her.

"Killian Jones, you promised," she scolded him.

"Yes, but you've already...climaxed," he replied.

"But you haven't," she said, as though he wasn't fully aware of that fact. "Listen to me, that was amazing, but the only reason I let you take me all the way with you fingers was to take away your irrational worries about not satisfying me," Emma explained, "Now it doesn't matter if you last ten seconds or ten minutes."

"Uh, it matters to me, love, I want it to be good for you."

She rolled her eyes at his incessant worry, "I promise you, it will be." With that final statement she kissed him, a fierce kiss that told him not to argue, but acquiesce. Emma rolled him onto his back and threw her leg over the tops of his, still laying by his side. She continued to ply him with kisses, her hand snaked it's way down to his pants once.

He felt her fumbling at his laces and brought his own hands down to help her. He lifted up off the bed just enough to slip them off. He watched as Emma eyed every inch of his body, he noticed her pause to stare at his hardness. "See something you like, love?" he jested.

"How is that supposed to fit inside of me?" she asked, feeling a little bit of anxiety for the first time that evening.

"Let's find out." Killian pushed up off of his side and moved over her. Staring into her eyes, he couldn't believe he was going to make love to her. "Emma," he rasped, "promise you'll tell me if it's too much," resting his forehead against hers he waited for her response.

"I promise," she whispered, tilting her head to the side she captured his mouth in a passionate kiss. She could feel his body relaxing into hers. She jolted at the feel of his erection against her center. She could feel him nudging at her entrance, pushing slightly he slipped up through her folds causing her to keen at the sensation of his hot flesh over her sensitive nub.

Trying again he slipped up over her once more, "Sorry, love," and although it felt pleasurable sliding through her slickness, he wasn't where he wanted to be.

"Don't apologize, that feels incredible," she moaned. Her eyes were hooded, and her mouth slightly parted.

She was a magnificent sight to behold when she was in the throes of passion, he wanted so badly to bury himself inside her. He lined up to attempt again, but this time he felt Emma's hand encase him. Gently at first and then a little firmer. "Gods, Swan what are you trying to do?"

Without further ado she lined him up at her entrance and slowly pushed her hips forward. She removed her hand and went on pure feeling from that instant. She brought her hands around his waist and cupped his backside. She pushed against him to get him to move further inside. She felt pressure as he began to enter.

He'd never felt such an intense sensation as he slowly drove into her. He felt her sharp intake of breath as his tip breached her. Looking down at her, she nodded answering his silent question. He continued to push into her slowly, the pleasure unimaginable. Killian noticed she was holding her breath and tears had pooled at the corners of her eyes, immediately he stopped moving. He brought his mouth to hers, kissing her soundly, "Breathe, darling," he coaxed, "Does it hurt?" Kissing her again he could feel the tenseness beginning to leaving her body.

As he kissed her, it allowed her a moment to adjust to the foreign intrusion. "Yes, but I can handle it," she whispered stubbornly against his mouth. She'd never felt such pressure, it bordered the line of pain and pleasure. She began to relax again, still cupping his back side she urged him to go deeper. As the angle became difficult she slipped her feet up and bent her knees, spreading herself a little more.

When he was fully seated inside her he brought his head to her shoulder, his breathing was rapid, he needed to calm himself. Inhaling and exhaling deeply, he jumped when he felt her muscles contract against him. "Bloody hell, what was that," he panted.

Emma could tell by the contact of their hips that he was fully sheathed. She couldn't name the fullness that she felt, and the immense satisfaction of having him inside her. The pressure began to overwhelm her senses. She tightened up involuntarily, and he jumped in her arms. "Sorry," she giggled.

"Don't apologize, it felt wonderful, it just surprised me," he smiled down at her.

Emma tightened again and smiled back up at him.

"That's enough of that, love, or you'll bring me to my end before we've begun," he pleaded.

"I want you to move, Killian."

At her request, he slowly began to pull back. There were no words for the immense gratification he felt buried inside her channel. He stared at where they joined over and over again, bringing his hand to her hip he squeezed her flesh and lightly tugged to have her move her hips against him. He kept a languid pace, gently easing in and out of her. "Gods, Swan you feel like heaven," he praised her. He knew he should be doing other things, tending to her full breasts, or kissing her, but he was having a hard time concentrating on anything as he was obsessed with the sensation of where they were joined. He could feel his release approaching much quicker than he'd like. "I'm not going to last much longer," he choked out.

"Okay," she answered, bringing her hand to his face she tilted his head up so she could watch him. She could feel him speed up in pace, his rhythm becoming slightly erratic, but not aggressive. "Let go, Killian" she told him.

He looked into her eyes and upon hearing her command he couldn't hold out an instant longer. His release rushed through him, he could feel every nerve ending in his body tingling. He reached his pinnacle buried to the hilt, moaning her name as wave after wave of ecstasy washed over him.

Emma kept her eyes locked with his as he crumbled before her. Knowing that she'd never witnessed such a vulnerable moment before, she felt a sense of undying love for this man.

He couldn't hold himself aloft any longer, but he didn't want to separate from her either. He pulled out of her and rolled to his side, pulling her close into his chest.

"I promise it will get better for you, but it was inexplicably scintillating for me, Swan," he praised her again.

"It was for me too," she responded without hesitation, "you took care of me before. And don't forget, it'll be easier when I'm more used to...accommodating you."

He grinned at her ability to make him feel at ease, and confident, "Yes but with practice, I will be able to hold out longer, it will be better for you."

Emma raised her eyebrow, "Practice, huh?" She smiled at him scandalously, "When can we practice again?" she asked coyly.

"I came to you tonight, Princess, I'll leave our next rendezvous in your hands," he wagged his eyebrows at her.

She laughed at his theatrics, "Rendezvous, I like that."

They dressed themselves, then laid back down on her bed. "Sleep now, love," he said bringing her into cuddle.

"Stay with me?" She looked up at him with her best impression of a begging puppy.

"Aye, I'll stay till you fall asleep. I'd love to wake with you in my arms, but I'd love to stay alive as well. I don't want to wake to your mother with her bow and arrow aimed at my head," he joked.

"I can't wait till the day that we can sleep in the same bed, when we can fall asleep together and wake together," a dreamy tone in her voice.

"I love you Emmaswan."

Beaming at him, a lovely shade of pink colored her cheeks, she loved it when he used her pet name, even after all these years. He delighted in the fact that something so simple could warrant that reaction in her, just because he'd said it.

"I love you too, Killian."