A/N: I wanted to post this chapter last weekend, but I had a wedding to go to. I brought my laptop along thinking somehow I'd find time for it, but I didn't. Two days, and I got nothing done. lol. Hopefully this chapter is worth your wait. I feel like I've read and edited it so many times the past few days. I wanted to add more Hook perspective into the story. It's easier to write from Emma's POV for me personally, but I felt like his POV was kind of important to move the story along, and kind of show where his head is at. I'm sure that I've missed some typo or error somewhere, so my apologies.

More importantly... Thank you to everyone following and favoriting this story! This is my first CS Fanfiction, so any love is appreciated. Not that I'm asking for it. I'm just super grateful that there are people who think this story doesn't suck.

Moving on to Chapter 3:

When Emma woke the next morning, she didn't dare open her captain must have crawled back into the bed with her after she had fallen asleep. She could hear the sounds of his heart and feel him breathing. At some point in the night she must have turned over and curled up next to him. Emma only hoped that he was still asleep, so that she could extricate herself before he realized what she had done. However, it seemed that fate had other plans.

She knew he was awake once she felt his fingertips tracing up and down her arm. That must have been what woke her up. Emma wondered how long he had been awake for. Enjoying the lightness of his touch, she was tempted to fall back asleep until she felt him move slowly out of her reach. She shifted and sighed, rubbing the sleep out of her eyes as he moved out of bed.

"Morning, love." he whispered, "Sorry to wake you, but I have duties to attend to. Why don't you try to sleep a little longer. You can get up when you're ready."

"What about me working, and pulling my own weight with the crew?" Emma yawned as she rubbed her eyes, kicking the covers away, as she rolled on her back. She had never been much of a morning person.

Hook chuckled as he pulled on fresh clothes, Emma looked away in order to give him some privacy. "Maybe I'd prefer to see you in pretty dresses, rather than having you scrub the deck." he replied, his voice implying heavy flirting.

Emma felt her stomach flip, suddenly aware that she was laying in his bed, and that her nightgown had slipped up high on her thighs. Something that had apparently not gone unnoticed by the captain, as he was eyeing her. She blushed and pulled her nightgown back down as she sat up. "So what exactly do you expect me to do all day?"

Hook shrugged, "Whatever you want. I hung up a some proper clothes for you last night in the wardrobe."

Emma shot him a look and asked cautiously, "What do you mean by proper clothes?"

"Well, based on what you were wearing when you joined us yesterday, I assumed you didn't have much of a wardrobe to speak of." His eyes glanced back at her bag again, giving it an intentional look of distrust, "So I took the liberty of collecting a few things for you that we had in our stores. They should be your size."

Emma stood up and quickly made her way to the wardrobe. She opened it and found it half full of dresses. Turning back around, she asked incredulously, "You're not serious?"

"Oh, I am." Hook laughed, clearly enjoying her discomfort, "I could tell last night was the first time you'd worn a dress in years. It was rather adorable."

Looking back and forth between Hook and the wardrobe, Emma couldn't decide if she wanted to throw something at him or start yelling.

"How am I expected to fight in a dress?" She asked incredulously.

"You will not be fighting." Hook's voice was stern. He had annunciated each word for effect. As if clearly speaking each one was going to make her follow orders, but Emma refused to back down.

"Seriously? What am I supposed to do? Just hide below deck?" she fumed.

"That's exactly what you will do. You will remain locked in the Captain's quarters with William." Hook replied calmly as he pulled on his boots.

"I will NOT lock myself in your cabin! I know how to fight and defend myself! I refuse to hide down below when you take another ship!" She yelled. Losing what little self-control she had had.

"I am the Captain, Miss Swan. I've given you my orders and I expect you to follow them." He yelled back. They stood on either side of the cabin, Emma shaking in fury, Hook standing firm. Attempting to reign himself in, he added smoothly, "I have duties to attend to, Miss Swan." Without another word, he turned and left the room.

Fuming, Emma had dressed into a simple blue cotton dress, and brushed out her hair. None of the dresses were overly extravagant, and for that, she was grateful. She was planning her next choice words for Hook, when she heard a knock at the door, "It's William, Miss Swan. The Captain asked me to bring you some breakfast, are you decent?"

"Yes! Come in!" She called. "Thank you." Emma said as he set the tray down for her. Trying her best to not let her anger at Hook carry over with her conversations with William.

Emma tried to make small talk with the boy for a few minutes, until he felt more comfortable being around her. Although, it didn't seem to take too long. Soon enough he was talking and laughing with her. William was very excited about everything that happened on the ship. He apparently followed after Hook like his shadow, and took his responsibilities very seriously for someone so young.

"How long have you been with the crew?" she asked after a few minutes conversation.

"A little over a year, Miss." William smiled.

"How did you find your way onto the ship? If you don't mind telling me?" Emma asked curiously.

"Well," he shifted nervously before continuing, "I was on my own, and I was hungry. So sometimes I would go to the market and steal food when no one was looking. One time, one of the merchants noticed me taking some fruit, and I took off running. I thought he was chasing after me, but it was the Captain who caught me. He bought me a hot meal at a tavern nearby, and talked to me for a while. He asked me where my parents were, and when I told him I was an orphan, he offered me a home on his ship."

"That was very kind of him." Emma said softly.

William looked up at her with a big grin, "The Captain has been very good to me, Miss Swan. Everything we earn, he puts aside an equal share for me. Same as the rest of the crew, even though I'm small, and he says I'm not old enough to fight. He still gives me equal share. The Captain says I'll be able to retire young at this rate." The young boy added with a laugh.

William had blond hair like her own, but his eyes were a chocolate brown. She imagined him being terrified, caught for stealing. Instead of a punishment, the captain gave him a home. No wonder the boy idolized him, she felt her anger ebb slightly. "He must think very highly of you." She told him kindly, earning a sheepish grin from the boy.

They changed topics, but William's tale still resonated with her as he told her about his various duties on the ship. Emma listened to him as he proudly boasted of his own responsibilities. Emma envied him slightly, because at least he had something to do every day.

"Do you know any stories, Miss Swan?" William asked timidly after a moment, blushing.

"I've been known to tell stories. I learned many from my travels." She smiled as she started eating her breakfast. Emma offered parts of it to William, who gratefully accepted. "Would you like me to tell you one?"

"I can't stay for much longer, I have my duties to take care of. Do you think after dinner, you could tell me a story?" He asked hopefully.

"I would love to." Emma replied.

William left her side soon after that, and she finished her breakfast.

After William had left her, Emma found her angry steadily returning for Hook once more. She could understand him wanted to keep a young boy safe in his cabin, but he had no reason to lock her up. What was worse was that Hook wouldn't even let her pull her own weight with the crew. Emma had been downgraded to a pretty ornament for the ship, and she was none too pleased about it.

Occasionally glaring up at the ceiling, imagining Hook on the deck, giving orders. Emma was slightly hoping that he could somehow feel her anger towards him. That he would come back to the cabin so they could argue this further. A small voice in her head told Emma that she was being irrational, that she shouldn't go looking for a fight with Captain Hook, but she needed to be angry at him. He had disrespected her, treated her not only like a child, but as nothing more than a pretty girl in a dress. She would not stand for that.

Growing tired of pacing in Hook's cabin, Emma opted for a change of scenery. Even if it meant being in his presence on deck. Grabbing her bag, she sifted through it until she found her most recent sketchbook. It was more like her own version of a journal. Each picture she had drawn was accompanied by her narrative of the place, and her experiences. Sometimes she would include small tokens like a flower, or leaf, and press it into the pages. It was her own storybook, her own account of her adventures.

Pulling out another small bag filled with her drawing supplies, she made her way deck. When she arrived at the top step, she paused. Unsure of where to go, where she would be out of the way, Emma decided to just stay where she was. Slightly out of sight of the crew, she opened her sketchbook and looked through the pages.

Emma lamented not having written anything since her escape from Sherwood Forest. So much had happened since then, and she had barely processed it all. Looking around the deck, at the faces of the crew that would soon be familiar to her, she decided to begin.

Opening her bag of art supplies, she pulled out a small shaved piece of graphite. Emma glanced across the deck once more, taking it in quickly, and began drawing. Looking up occasionally to see if she was being accurate in her depiction. She barely noticed the crew, the ship's captain, or their conversations. Emma had blocked it all out, focusing only on her journal.

It had always been easy for her to get lost in her art. It was how she had been able to cope for so long. In her journal she dealt her problems, loneliness, and fears. She confided her deepest, darkest secrets. That somehow, someway, she could find her own happy ending.

At least an hour later, Emma was putting finishing touches on the sketch. She allowed her mind to wander. Besides this morning's incident, and his never relenting attempts to flirt, Emma had enjoyed Captain Hook's company. While she had the occasional banter with a stranger, it had been years since she had a real conversation. A part of her longed for that kind of companionship. A friend she could confide in, that was made of paper bound together.

Sighing, she decided she was finished. Even though she thought it could probably be better. Emma was overly critical of her own work, but it wasn't as if she really had any intentions of sharing her journal with anyone. She knew she had been at it for quite sometime when she took a moment to stretch. She was sore from being crouched over her journal for so long, and Emma was fairly certain one of her legs was asleep. The light had changed, which was something she had noticed while she was drawing. It had been difficult for her to try and get the shadows just right because of it.

Closing the notebook, and gathering her things, Emma stood and tried to get some feeling back into her legs. She was grateful the Captain hadn't bothered her while she was drawing. There had been a few moments when she looked up, and had been vaguely aware that he was watching her. As she looked around the deck, Emma realized he must be above at the helm. She returned to his cabin, hoping that this silent peace would continue.

Emma hid her journal back in her bag, deciding to give her hand a rest before she poured out everything she was thinking and feeling into it. Her poor hand would be sure to seize up if she tried. It was already stiff and hurting from clutching her small piece of graphite. Hopefully she'd be able to acquire more soon. Pulling a book from the shelf, she decided to make her way back to the deck. Emma paused to pull out her old weathered hat from her bag, and put it on. The sun had been beating down on her for the last few hours, and she could use the respite.

Her attention returned back to the book she had discovered. It was an old tome on various sea creatures. Emma had found it alluring, as it was compiled together like some of the encyclopedias in her castle library. Flipping through the pages, she barely noticed what was going on around her. Emma was captivated by the drawings and descriptions of various creatures of the deep.

"That hat looks ridiculous, Swan." She heard Hook call from above. Emma looked up, and locked eyes with the Captain as he manned the helm. His voice had been teasing, a far contrast to his tone this morning during their spat. She assumed that he was trying to lighten the mood between them.

Emma made her way up towards him. Leaning on the railing in front of the helm, facing him with her arms crossed. He might want to pretend their argument hadn't happened, but she was not willing to let it go so quickly, "You said I had to wear a dress, you said nothing of what I wore with it." She replied obstinately with a look of disdain. Emma returned to her book, trying to find her place.

"I guess I'll have to be more specific in the future." She heard Hook say, his voice tinged with frustration. When she didn't acknowledge him, Hook called out for Mr. Jameson.

The man seemed to materialize out of thin air, "Aye, Captain."

"Take the helm for a moment." Passing it off, Hook moved towards her. Emma tensed, unsure of what he he was up to, as she looked up from her book. Hook quickly grabbed her hat off her head, and she attempted to snatch it back. He was too quick for her, and rushing to the side of the ship, he threw the hat over.

"My hat!" She yelled, as she ran for the railing, watching her old hat float away on the ocean. She turned to glare at Hook. "You threw away my hat!" Emma had returned to yelling, waves of fury were rolling off of her.

"That hat had to go." He said earnestly, seemingly unaware of how angry she was. "I'll get you something nicer when we next land."

His dismissal was enough to push Emma over the edge, "I don't need you to buy me things! Or give me dresses! I'm not someone who can be bought!"

Hook rolled his eyes at her, "I'm hardly trying to buy you off, Miss Swan. Your clothes were threadbare, so I offered you new ones without asking for anything in return. I imagine most women in your situation would be quite grateful."

"Well, in case you hadn't noticed, I'm not most women! And I certainly don't appreciate you throwing my belongings off the ship!"

"Miss Swan, I didn't force you into that dress this morning. In fact, I never said you were obligated to wear them. You could have chosen not to." Hook replied impatiently.

Emma stared at him for a moment, mouth open. She quickly replayed their conversation in her head. Hook was right. He had said he'd prefer to see her wearing dresses, not that she had to wear one. She had just seen the clothes in the wardrobe and assumed. Blushing furiously, she was reminded of the rest of their conversation. "No, but you did insist that I stay below if anything were to happen!" Emma replied back angrily.

"Oh, not this again." He complained, rubbing his temples with one hand.

"I'm not some helpless damsel in distress that needs to be saved or protected! I don't need you to lock me in your cabin! If we are taking another ship, I want to be able to fight! I want to help! Just because I'm a woman, doesn't mean I'm incompetent. I can take care of myself!" Emma shouted.

As she had been making these declarations, Hook began wandering around the ship. Barking orders and half listening to her. His way of attempting to avoid the conversation, "I'm sure you're capable of handling yourself, I don't know how much experience you have with fighting-"

"Then let me show you!" Emma yelled exasperated.

"Now is not the time, Miss Swan. There's work to be done. We will discuss this later."

"But-"

"Later." He said loudly with finality.

Not wanting to be defeated for a second time, she stood in front of him with her fists clenched. Her stubbornness wanting to continue to argue with him. Knowing that he had meant for this conversation to be over. Emma glared at him, but Hook didn't waver. For a moment she thought about punching him in his stupid handsome face, but she turned on her heel instead. Stomping away from him, she returned to Hook's quarters.

Hook huffed frustratedly as Emma stormed away from him. She had pushed him twice now. He hadn't meant to lose his temper with her. Hook knew he could have been more patient, and explained his decisions to her, but he was the Captain of the Jolly Roger. He didn't explain his decisions to his crew. He gave them orders and they listened to them. Emma, however, would not take orders. Not from him, and he doubted she'd listen to anyone else either. She was stubborn and headstrong, and it was driving Hook mad.

Everything seemed to be a battle with her, a constant fight for control. Hook didn't want to fight with her. He wanted to go back to playful banter and flirting. He wouldn't mind watching her quietly sit on the steps and draw either. Hook had kept his distance from her while she had been drawing. Eyebrows furrowed in concentration, a curtain of blonde hair sometimes hiding her features. There were so many times when he wanted to ask her what she was working on, but she seemed so consumed with what she was doing. Afraid she might start yelling at him again if he disturbed her, he had left her alone. Resigned to watching her from across the ship. Once or twice their eyes had met, but he turned away from her.

Hook leaned against the rail of the ship, looking at the deck, but not really seeing it. He would have to mend things with Emma, he knew that. He had not enjoyed her anger towards him the past day. He hadn't intended to insult her that morning. Hook only thought that, if they should encounter another ship before he had the chance to test her skills, she should remain below.

In hindsight, he probably should have expressed that to begin with, but Hook hoped he could somehow rectify the situation. He knew flirting with her definitely wouldn't get him back into her good graces. His idiotic stunt with her hat proved that. Perhaps if he explained himself, she would understand why. If Emma would stop yelling at him long enough to hear his explanation.

He had enjoyed pointing out the fact that he had never insisted that she wore the dresses. Though, admittedly, it might have been implied. Emma had been struck by that realization. Hook had hoped that would have been the end of their disagreement, but alas, he had not been so lucky. Sighing, he stared at the top step. Deciding it might be better to leave her alone for now, Hook returned to the helm.

Emma sat in the room reading for most of the morning, or at least trying to. After reading the same page five times, but retaining no information, she slammed the book shut. She was too angry to write. With her luck, she would have broken her quill if she had attempted.

Instead, she thought about her fight with Hook. Yes, he had given her the clothes, but he hadn't insisted she wear them. He'd only said that he enjoyed seeing her in a dress. Emma had made the decision to put on the gown without even thinking about pulling on her own clothing. It annoyed her that he had been right. She thought back on his smug, triumphant look and felt her blood boil. It was as if Hook enjoyed tormenting her.

William returned to bring her a tray for lunch. When he set it down, he took a quick glance at the door and whispered, "The Captain has been standing at the top of the stairs for a while. I think he might be afraid to come down." The boy looked as though he couldn't believe it, and giggled.

"Well, maybe he should be." She whispered back and winked.

"Ahem." Hook cleared his throat behind them. Apparently he had mustered enough courage to make his way down to the cabin. William blushed scarlet and jumped. "Best be getting back to work, boy." Hook said, stern but still kind.

"I'll see you later, Miss Swan." William smiled and made his way out of the room.

Hook turned to watch the boy leave the cabin. Emma thought he looked as though he might prefer to follow the boy out, but Hook stayed. Leaning against one of his bookshelves, looking exceptionally uncomfortable, he scratched behind his ear with his hook.

"The boy has taken a liking to you. Usually he takes a long time to warm up to new people." He commented after what felt like a minute of silence.

"He's a good kid. He admires you." Emma stated, begrudgingly.

"I'm not setting much of a good example, I'm afraid." Looking at his face, she could tell he was genuine about his concern.

Emma knew from William's stories, and her witnessing a few brief interactions between them, that Hook cared for the boy very much. She wondered if Hook had intentionally meant to take over as the boy's guardian, or if it had just happened naturally. She could tell he was genuinely worried about the kind of life he was offering the boy. Emma had meant to be cold with Hook, but talking about William softened her slightly, "Better than living on the streets and stealing food. At least if he's with you, he'll never go hungry, right?"

Hook only shrugged in response. Looking at her intently, he sighed and said, "Occasionally I have William on deck, and I teach him how to sword fight. Using wooden swords. The boy isn't old enough for a real one yet." He paused, "Next time he has a lesson, come up to the deck. If you want to prove yourself, you can do so then."

Emma looked at him with surprise, "Thank you." She managed.

"But don't expect it to be easy. I'm going to be putting you through drills with some volunteers until I know you can handle your own. Fighting on a ship is different than on land. You have more variables to consider, and less space to move in." He was trying to stress how important it was for her to learn.

Perhaps she had been quick to judge his reasons for keeping her from fighting. It wasn't because he didn't think she could do it, but rather, because he wanted her to be prepared. He didn't want to risk her getting hurt in unfamiliar territory. It was a lesson her father had always stressed upon her when he had first started training her. It's not enough to know your opponent, you have to know your surroundings as well.

With some effort to be civil, Emma replied, "Okay. I'll abide by your rules." It pained her greatly to say it. It was as if there was a part of her that thought conceding to him in any way would be a downwards spiral. That it would lead to compromises with him in the future. Emma pushed away the thought.

"I almost expected you to fight me further on this." Hook said suspiciously, arms crossed. Eyeing her as if she were leading him into a trap.

"You're being reasonable, so I'm trying to be reasonable as well. You want me to get used to fighting under different conditions, because this is different from the fighting I've done on land." Emma said coolly.

He unfolded his arms, but his voice was still cautious, "Yes, that's correct."

"Well then, I look forward to it. It's a new challenge." Emma stated confidently. Positive that she could manage just fine.

"Right, well..." Hook stared at her for a moment. It occurred to her that he had anticipated this being much more difficult. That he hadn't intended to resolve things so quickly. Truthfully, neither had she. "I suppose I'll return to the deck, and allow you to enjoy your lunch." His voice trailed off.

Emma thought about asking him to join her, but decided against it. Instead she replied with a simple thank you.

Hook turned to leave the room, pausing just before the door, he turned his head and said, "I hope I don't anger you once more by saying this, but you look beautiful today, Emma." He flashed her a grin, then left.

Hook still had a hint of a smile when he closed the door to the cabin behind him, not quite believing his luck. Emma had managed to speak to him without yelling. Not only that, but they resolved their quarrel quickly. He supposed that was a step back in the right direction. Perhaps he would have to approach topics differently with her. Hook now knew he couldn't command her to do anything. Emma would not be treated like one of his crew, despite her claims of wanting otherwise. Hook shook his head at that.

Taking back the helm from Mr. Jameson, he allowed his mind to wander. Yesterday he had not expected to find a woman, especially a beautiful one like Emma, sitting in the brig of the ship they were looting. It had been a pleasant surprise. She was quick-witted, and had appeared almost relaxed when she had first spoken to him. Of course, he could tell it was an act, at least at first. She had certainly been relaxed this morning when she woke up, before he went and ruined it.

Still, after knowing him only a day she didn't fear him. Hook assumed some semblance of trust was established when she was in the cell. Emma had asked him for her freedom and protection, and so far, he had kept his end of the deal. Thinking back to their dinner the night prior, he remembered when they had talked about being free. Emma had said she wanted it more than anything. Hook wondered what she was trying to free herself from.

It was that thought that constantly plagued him. No matter how beautiful, brave, or clever Emma was, she was keeping a secret from him. He could sense it immediately, and it was quickly verified by her behavior and actions. He'd had a feeling early on that she was running away from something. Not just the sheriff or the wanted posters that she had mentioned upon first meeting him. There was something else she was afraid of.

Whatever it was, it seemed to be like a dark cloud that followed her. He had offered to be her confidant, but she hadn't opened up to him. He had expected that from her, but he had also meant it when he said he had every intention of keeping her safe.

Hook hoped that he could convince her to stay. The decision to offer Emma a home on his ship had been easy. Hook had sensed early on that he would do well to give her time to consider the offer. Whatever she was running away from, he wanted to help her.

As much as he didn't want to admit it, Emma Swan reminded him of another blond girl he had once known. Upon first meeting her, he thought fate was being cruel to him. That it had put a woman in front of him that would remind him of the one he lost. Not only in name, but in beauty. A small part of him thought maybe he was being given a second chance. A chance to protect this Emma, if she would let him.