Disclaimer: I own nothing related to any Disney universe including, but not limited to, characters, names of places, lyrics, dialogue, or any other piece of product. Disney retains all the rights to their universes. I am making no money or receiving any kind of compensation, material or non-material, for this fiction. It's all for fun. Please don't sue me. I do claim the writing, the idea behind this particular narrative, and any peripheral characters or locations created to augment Disney's work.

The predawn air held tight to the night chill. Thick fog blanketed the docks, rolling across the water in billowing folds. Flynn attuned to every creak, every thump, every shift in the gray shroud surrounding him and his guards. Dawn was within the hour and still no men had arrived for a crew. The calm exterior he fronted was a shallow mask for the horrible reality building inside of him.

What if no one came?

He might as well have hung to save himself the shame. It wasn't too late to throw his body into the ocean and drown. He knew the guards would be more than happy to accommodate him that favor, and if something didn't happen very soon, he might let them.

The ship groaned and Flynn startled.

"A little jumpy, are we?" Captain Herrmann's moustache twitched as he spoke.

"Just testing your reflexes." Flynn tried to relax the tightness in his shoulders. The heavy weight of the guard's hands resting there made it difficult.

He breathed. It was all he could do. They loaded the supplied last night into the cargo hold. Or more like he watched the soldiers load the supplies while he was chained to the foremast with ten armed men making sure he went nowhere. It had been a blast.

He heard them before he saw them; heavy footsteps on creaking wood proclaimed their approach.

The coated darkness swirled and birthed familiar, scared faces. It was Vlad, the mountainous helmsman; Attila, the ironclad cook; and Hookhand, a man who scared respect into even the proudest of men. At their appearance, the grip on Flynn tightened and the rank of guards fidgeted. The thugs looked no more comfortable.

Captain Herrmann was about to speak when Flynn cut him off.

"Gentlemen, welcome to the first and possibly only voyage of its kind." He would have made a grand sweeping gesture if it weren't for his damn handcuffs.

"I thought you said navy wasn't part of this." Hookhand's face twisted.

"Navy isn't. Guardsmen are." Flynn cut off Captain Herrmann again. "They are just a formality, really. They want to make sure I do as I agreed, keep on the straight and narrow, till we bring back what we're supposed to. You won't even notice them."

"Are you men sailors?" Captain Herrmann stepped in front of Flynn, as if physically upstaging him would do something.

"No. They're milkmaids." Flynn tried to step forward too, but the hands on his shoulders restrained him.

Captain Herrmann turned and glared at Flynn, but Flynn didn't pay attention.

"Look men, these tin cans are just along for the ride to make sure I don't take their shiny boat and never come back. You won't even know they are onboard." Flynn said as more figures popped out of the fog one by one.

The menacing group didn't look impressed with his promises.

"King's men on a voyage with a secret destination and unknown cargo… What kind of idiots do you take us for, Rider?" Hookhand raised his namesake in accusation.

The men advanced an inch and the guards around Flynn clattered.

"I say we take the boat and forget Flynn and the guards!"

Flynn didn't see who said it but it didn't matter because Hookhand gripped his sword.

Captain Herrmann reached his hand to his weapon, too, and his men followed suit. Flynn watched with terror mounting in his chest. This was a bad time to be handcuffed.

"Men, please, there is no need for violence. Everyone is just feeling a little pre-sail anxiety. Totally normal. Let's not make decisions that we are going to regret." Flynn's words fell on deaf ears.

"Only thing I regret is listening to the likes of you, Rider." It was Attila, his iron mask obscuring his face. "Never should have trusted you or your silver platter!"

"Let's take the boat, and bring Rider along. We could use a good figurehead." Vlad said and a rough chuckle worked through the growing group of pirates.

Flynn swallowed. Hard.

"Stand down all of you!" Captain Herrmann yelled and Flynn grimaced. Bad move.

"Call off your watch dog, Rider, before we bring him along too - as an anchor." Hookhand brought his hook up under Captain Herrmann's nose and all hell broke loose.

Flynn wasn't sure who drew the first sword, but he was pretty sure it was Captain Herrmann. He would be so stupid. Flashes of metal flew out around Flynn in a cascade of violence and the weight of shifting bodies in the swirling fog made the wooden dock creak in protest. The hands on his shoulders tightened and pulled him back into a tight unit of guards, but Flynn felt far less than safe.

He needed to get out of here.

With a jerk, a lunge, and a jump, Flynn slammed his way out of the protective grasp of his guards. His elbow made calculated contact with the joint at the side a breastplate before twisting under the grasping arms of a guard, tripping him at the same time and sending him careening into his comrades. Flynn side stepped the lunge of one of his captors and jumped his feet over the chains binding his wrists so his hands were in front. A mealy mouthed guard charged at him, clumsy arms grasping. Flynn's hands clasped together and he put his whole weight behind them as he swung and smashed his fists against the guard's cheek. The force made the uniformed foe stumble against his comrade. They both tumbled in a tangled heap from the unexpected blow.

Vlad whirled his huge body to deflect a blow from Captain Herrmann and Flynn catapulted towards the gap. He slipped through the window right before the mountain of man parried a blow and filled the hole once more.

Then Flynn was crushed by a sea of swords and sweat. He curled in on himself, trying to keep safe and as unnoticed in the boiling violence as possible. He darted his way through the fighting bodies. Picking his way with care and speed, he pressed towards the edge of the dock, as close as he could without toppling into the ocean below. Second felt like eons before he broke out of the back end of the scuffle.

Heart pounding, sweat sticking to his brow, Flynn's mouth would have cracked grin if it wasn't gasping from exertion and nerves. He'd made it! Another impossible feat by Flynn Rider to add to his log of Reasons-Why-He-Was-Better –Than-Everyone-Else, but now was not the time to celebrate. It was time to get as far away from this mess as quickly as possible.

He was only four strides into phase two of his get-away when he smashed into the solid wall of a man's chest. The thickness of the fog and lingering darkness hid the obstruction before it was too late and the impact sent Flynn reeling. What the…?

Hands, much bigger and heavier than any guards, slammed themselves on his shoulders and clamped like a vice. They pushed him back a few inches, giving space, but didn't release him.

"I think you're headed the wrong way there, Captain." Chops Stabbington said as he dropped his hands off of Flynn's shoulders. "Seems to me your obligations are right here."

"Well, they were, but you know how these things get out of hand sometimes." Flynn side stepped the hulk. "It's been great seeing you. We'll have to catch up soon. Can't wait for that, but right now I have an escape to make, so I'll just be going."

A hand hooked around his bicep and was soon mirrored by another on the other side. Flynn swore under his breath.

"Not so fast, Rider." Chops said. "You're coming with us." And with that, the brothers lifted him so his boots didn't even graze the ground.

Flynn expected many things to happen in this moment. Most of them ended with him dying, all of them involved pain, and none of them were what actually happened. Instead of broken bones, death, or even the reasonable option of walking away from the melee to hash out his punishment elsewhere, the brothers cut into the throng with Flynn suspended between them. Their massive bodies shoved past the conflict, making a path where there was none, commanding the space.

The fighting men paused at the sight of the titans carrying Flynn from the opposite side from where they expected him to be. The oddity of it stopped the tempest flat, tempers cooling in mutual confusion, and they gawked at the sight. Flynn managed a smirk. Even though he couldn't be any less in control, he would try to look like he was. That was about all he could do.

When they made it to the stalled front line, the twins dropped their burden. Flynn thudded on the dock and stumbled a step at the unexpected release. From his unceremonious delivery to the grim faces surrounding him, nothing about this gave Flynn any hope of this panning out in his favor.

That is why the next words pierced through his system like a knife.

"We sail with Rider." Chops announced to the stupefied crowd. "You all would be wise to join us."

The words clung to the air like the fog. The frantic turmoil from the instant before was forgotten in the wake of new surprise. The men's swords hung at their sides like they heard, but they didn't understand. Maybe they didn't. Flynn sure didn't.

The brothers offered a proposition, accompanied by a threat, which was traditional, but Flynn had not expected any part of it to be in his favor. Shove him into a swinging sword, sure. Push him off the dock with a weight on his ankles, yeah. Bring him forward and volunteer themselves as captain since he was such a yellow-bellied coward, of course. Those were all likely scenarios. This was not.

They wanted something.

"Rider – what is the meaning of this?" Captain Herrmann kept his eye on Vlad even though their swords were lowered.

Flynn wished he knew.

"It - it means that at least two of you still have some common sense left in you." He grabbed for his usual swagger and held onto the coattails he caught for dear life. "Unlike you unruly bunch of worrywart land lubbers."

The group shifted, as close to embarrassed as pirates could be, and Flynn caught the bewilderment on the faces of his men. If the Stabbingtons were going to go with Flynn, maybe this wasn't as bad as they thought. One by one, Hookhand, Vlad, Attila, and the others sheathed their weapons.

At least they did until Captain Herrmann ruined everything – again.

"What makes you think we'd sign any of these men after this ruckus?" Captain Herrmann glared at the group and if Flynn could kill someone with a look – Captain Herrmann would have dropped dead.

"Because we're all you've got." Chop spread his hands to gesture the whole motley crew. "And if Rider says this is all right – we trust him."

Flynn's skin crawled. Pirates didn't trust other pirates. This was something else entirely.

Everyone was silent, even the ships. A few grab at minor cuts they sustained in the heated moments before, but none say a word. Someone had to give an indication of what they should do. Someone had to take the blame if this all went sour.

Hookhand took his one good hand off of the handle of is blade with a sigh and said: "Where do I sign on?"

A wash of relief and anxiety crashed over Flynn. Relief - he would have a capable crew. Anxiety - in that crew there would be the only two men he feared on this good earth.

"This way." Captain Herrmann jerked his head over towards the gangplank where a table with the ship's log waited. "Form a line and we'll fill spots as needed."

Flynn kept his back turned towards the water and heels close to the edge as he watched the men filter past until the guards came over to recapture him.

He'd stabbed enough people in the back to know not to give anyone else that chance.

The open sea spread before The HMS Intrepid like an endless field of secrets and glass. The crew assembled and boarded before the first light of dawn crowded the sky. Guardsmen and pirates alike on the same vessel, sharing space, sea, and ship, but far from enjoying it. The groups segregated within instants.

Flynn rubbed his wrists. It wasn't until the last of Corona's shoreline disappeared into the glimmering horizon that Captain Herrmann "allowed" Flynn to be un-cuffed. In lieu of his binds, the captain had seen fit to assign a young guardsman to watch him at all times. A young guardsman who was standing behind him on the bridge right now and Flynn hated him for breathing.

The guard was just a kid, couldn't be older than nineteen, but he was bigger than Flynn by some margin. He had a long face, giant teeth, and round brown eyes that flashed suspicion every time Flynn shifted. It was clear he didn't like Flynn, but that was okay with him. The feeling was mutual. Zealots weren't his thing. Pride for country wasn't his thing. The boy had both in spades and it was obnoxious.

"Are you just going to stare at me all day and night, kid?" Flynn said without looking at his watchful companion. "Cause I see that getting uncomfortable for both of us real quick."

"My orders are to know where you are at all times." The young sentry said and it was clear he wouldn't waver in his purpose. This kid was career military if Flynn had ever seen one.

"So I'm supposed to check in with you every time I move, or need to take a shit?" Flynn looked back in the guard's directions.

"Yes."

Flynn turned and faced his shadow.

"Well. Since you are going to see me at my best, why don't we settle into a last name basis." Flynn said. "The men call me Captain, but you can just call me Captain Rider."

He gave Flynn a snort. Who was this kid to snort at him?

"You don't like me much, do you?" Flynn didn't wait for an answer. "If I were you – I'd hate me. Rogue pirate, scourge of Corona's seas, all around charming and good looking… You're not a navy man but I'd wager I've taken at least one thing from you that held dear."

"Any time you break a law of the king, you take something from me. From all of us." He didn't look at Flynn. His height letting his gaze settle over his head.

"Oh yeah? And what would that be?"

"Dignity. Our right to reason and decency." The turn of phrase was so unexpected that it took Flynn a moment to respond.

"That is all well and good, but you see without people like me looting and stealing and generally taking things that aren't ours, your little code there would be meaningless. If everyone played by the rules, there would be no game. If there was no me, there would be no you." Flynn leaned back against the railing on his elbows. "The thing is that you need me. Otherwise you are just some guy wearing a shiny bonnet."

Flynn reached a hand to tap the golden helmet, but the guard jerked away and grabbed for the hilt of his sword. Flynn raised his hands in mock surrender and clucked his tongue.

"Just some food for thought." Flynn said and turned to descend from the bridge, headed for the main deck, when he found himself blocked by a broad body. His guard was quick on his feet, much quicker than Flynn would have thought for his size. Flynn underestimated him.

"Here is something for you to chew on." The guard's lip curled as he spoke. "If men like you didn't exist and I had to hang up my sword for good, I'd be the happiest man alive. You are a parasite living off the sweat of others and you make me sick. You earn nothing. You take everything and if it were up to me I'd see you hang just as soon as I'd take my next breath." He narrowed his eyes to slits, and he looked down his nose at Flynn. "You can call me Lieutenant Maximus."

Flynn had barely expected intelligence from his watchdog, much less eloquence. Also surprising was the rank. He did not expect a lieutenant. A private, first class maybe, but not a ranking officer. Especially not Captain Herrmann's right hand man.

"Maximus, huh?" Flynn said. "Sure you want to stick with that?"

"It is the name my father gave me. You know anything about that or are you just as much a bastard as your reputation would have me believe?"

Something deep sparked deep in Flynn's stomach at that comment. There were lines that shouldn't be crossed, and this kid just crossed one of them. Any thoughts of neutrality burned up with a vehement urge to teach this kid a lesson, but he knew better than to fight. He pulled all that rage into a calculated quirk at the corner of his lip and cutting flash of the eye.

"Did you father give you that face, too? Cause if he did – he did you no favor."

Maximus glowered. Each muscle in Flynn's body was coiled like a spring, waited for the slightest flinch – the most minute indication of attack, and then he'd show him. He'd show him just what came to know-nothings that talked about things they couldn't possibly understand.

Maximus shifted and the sun glinted off of his metal clad shoulders. Flynn's fist clenched. His pulse rocketed. He gritted his teeth. The muscles in his stomach tightened in anticipation of a blow and then -

"Rider!"

Captain Herrmann's voice was already on the top of the list of Flynn Rider's most hated things, but his timing was climbing the ranks as well. He had a way of picking the worst moments for everything. This was no exception.

It was just starting to get good.

"Rider, I need to talk to you!"

It was always talking to and never talking with.

"I'm right here." Flynn made a point to sound as bored as possible. "I've been trying to talk with this stooge you have babysitting me, but his words are no too good." Flynn clowned in Maximus' face and the man's nostrils' flared.

"Lieutenant Maximus." Captain Herrmann said, ignoring Flynn.

With practiced brainlessness, the large lieutenant swung open so his back now faced Flynn and he could give his full attention to his superior officer. The sudden movement made Flynn stagger back a step. That no good oaf could have warned him.

"Yes Captain." Lieutenant Maximus saluted.

"Please escort Rider to my quarters."

Downgraded from direct contact to mediated interaction. Flynn couldn't decide if he should be insulted or thankful, but he sure as hell knew that when Maximus gestured Flynn towards the Captain's Quarters just behind where he stood at the helm that he should be furious.

"Whoa, whoa, whoa." Flynn held up his hands in motion to stop the process. "What exactly makes you think that these are your quarters?" Flynn pushed past Maximus to confront the man coming up the stairs.

The daft expressionon Herrmann's face solidified Flynn's first rumblings of a headache from hell.

"Well. You've got one thing right for once. We definitely need to talk."

Lieutenant Maximus unlocked and opened the door to the cabin, and Captain Herrmann passed between them and into the enclosed space. Flynn made sweeping gesture with his arm towards the entrance.

"Ladies first." Flynn smiled.

Captain Herrmann glowered as he crossed over the threshold.

Maximus reached with arms as long as tree branches to grab Flynn's and jerk him through the door. Flynn stumbled into the room, catching his balance on the edge of an ornate chair. He straightened and brushed his vest and sleeves to remove any residue of idiot that may have clung there.

"Did you teach him his manners, or is your pet always so well behaved?" Flynn tossed a glare at the lieutenant shutting the door behind them.

"Lieutenant Maximus is my most trusted man. You could do to learn a thing or two from him, Rider." The captain walked across the room to the stern window and looked out.

"More like you both could do to learn a thing two from me." Flynn said.

"Oh? And what could I possibly learn from you?" Captain Herrmann turned back to Flynn.

"Style, class, wit, and if you're not careful you may even learn how to make people not instantly hate you every time you open your mouth." Flynn pulled out a chair at the table and sat down. "But for starters we can work on the fact that being a captain on land doesn't even remotely make you captain on a ship."

Captain Herrmann laughed. "You really think you are going to run this ship?"

"Do you really think you can stop me?"

Captain Herrmann's laughter died in his throat.

"Listen here, Rider. I've been generous up till now. You got your crew, you got your terms, but this is where the charity stops. You don't get the luxury of telling me what I can and cannot do."

The captain's mouth pressed tight and his eyes narrowed. Flynn heard Maximus shift behind him and Flynn wondered how many times the dutiful guard had killed him in his mind since meeting him. It couldn't be more than the amount of times Flynn had imaged killing him.

"And you don't get the luxury of playing like you know what the hell you are doing on a ship." Rider pushed down his contempt for this man's arrogance and focused on the ridiculousness of the situation. "Those men out there are sailor. They were born and bred for the sea and you and your men don't even know how to trim the sails. If word gets out that you are calling yourself the captain of this ship, all hell will break loose. What happened on dock is just a preview."

"You are not suggesting that I just let you run this ship with no input, are you?" Captain Herrmann crossed his arms over his metal chest.

"That is exactly what I am suggesting."

The air crackled.

"Here's the deal." Flynn spread his hands on the table in front of him. "You captain the ship and the crew revolts. Most everyone will be killed or injured, most definitely including you and me because, let's face it, absolutely no one likes you, and your men already have a target on my back. Then the ship is either taken over by the remainder of a crew who has a clue what they are doing or by the halfwits you brought on board to take up space and eat our rations. Point being it won't matter much who takes over the ship either way since we will be dead a rotting."

"That is just one scenario of many."

"But it is the one that will come true."

"How can you possibly know that?"

"Same way I know when it is going to storm and why I don't need charts when I have the stars. Same way I know you've been seasick this morning and how it won't be the last time. I've spent my life on a boat with men just like these. You don't do that without picking up a thing or two."

Captain Herrmann considered this for a good while. He looked at Maximus and then Flynn, and then back at Maximus again. The room was stuffy with thick air and words hanging like strange fruit around their heads. Flynn felt sweat break out on his back, but he forced himself not the fidget. Silence and stupidity made him anxious.

Captain Herrmann sighed: "Fine, but you report to me. Every decision, every choice, you will bring it to me for consideration. I will not have the king's mission compromised by your foolhardy decisions."

Flynn bristled. "I don't run my ship by committee."

"It isn't your ship."

"It is now, and until you can learn how to sail this ship better than I can, it is going to stay that way."

"But the king – "Flynn could see Captain Herrmann struggling to hold onto any thread of authority.

"If the king wanted you to sail this ship – you would be sailing this ship and I'd be long gone." That headache Flynn had felt coming on earlier now pulsed behind his eyes. "I am no more thrilled at this arrangement than you are, believe you me."

The honesty in Flynn's last sentence felt strange on his tongue but he wouldn't deny its truth. The cabin was silent, no one quite sure what to do when they weren't at each other's throats.

Captain Herrmann coughed.

"What – what would you suggest we do to control this crew?" His moustache twitched in the uncomfortable acquiescence.

Flynn looked at him, eyebrow cocked, not sure he was hearing what he was hearing.

"You and your men can start by dropping your guardsmen titles. Ranks work differently here and it is just confusing if you are captain and so am I." Flynn said and pressed forward before Captain Herrmann could balk. "You can also make sure that your men stay out of our way so we can do our jobs. The more efficiently we sail, the sooner we get back to the Corona, and to your precious king." Flynn shifted in his chair, anticipating Captain Herrmann to cut him off, but he didn't. "Also – I report to no one. You can have me followed by Mr. Over-Achievement here, and he can report back to you, but I am not one of your men you can have jump through hoops. I don't do tricks."

Flynn expected a counter offer, a rebuttal, as they had come so often before, but none came. That made Flynn almost more uncomfortable than anything that had come before. Then with a deep breath, he spoke,

"So we drop our titles and then what? Do we make-up names as unbelievable as some of the men you deemed worthy to board this ship?" Captain Herrmann asked. "Geppetto? Scar? I've never heard such ridiculous names in my life."

"This is a ship, not a masquerade ball. These names aren't costume. They are a signature." Flynn didn't expect a military man to understand. "Now if you don't mind gentlemen, if everything is settled here, I'd like some time alone in my quarters."

Any peace that may have been earned in the moments before was lost in that moment.

"Listen here Rider, I am still a leader on this ship, title or not, and these quarters are mine as much as they are yours." Captain Herrmann wagged his finger at Flynn like he was scolding a child.

"If I sleep on deck or below with my men, they will think this is some grand puppet master scheme and both of our sorry asses will end up on desert island faster than you can spell 'marooned'." Flynn pushed back from the table and stood.

"And if I sleep on deck with my men I run the risk of losing any respect or authority with this rag tag bunch of ruffians you parade as sailors and my own men." Captain Herrmann planted his palms flat on the table across from Flynn and stared him down.

"I'm the actual captain of this ship." Flynn planted his fists as well.

"I am here on authority of the king himself."

"Then why don't you just go ask the king himself who gets to stay in this cabin?"

"You could both stay here." The third voice caught the battling men off guard.

The young lieutenant had been quiet during the discussion until now and it was easy to forget about him. Even Flynn who had been so aware of him and his every annoying facet had lost track of him in the depths of this debacle. Both of the battling men whipped their faces to look at him.

"Excuse me, Lieutenant?" Captain Herrmann voice held honest surprise.

"You could both stay in here. You can tell the men and pirates it is to assure Rider doesn't attempt any great grievance by orders of the crown. The room is spacious enough. You'll both be comfortable." Maximus spoke without shrinking under the scrutiny of his commanding officer, and Flynn thought it was one of the stupidest ideas he'd ever heard.

"That could work." Captain Herrmann said and Flynn's mouth fell open in disbelief.

"Excuse me? You think bunking together like some great duo is the way to go? I don't know about you, Herrmann, but I have a reputation with the ladies to uphold and shacking up with the likes of you will do nothing to help me while in port."

Flynn may have imagined it, but it looked like the captain's face turned a shade of pink at his comment. From anger or from embarrassment, it wasn't important. All that mattered was the funny way his moustache quivered.

"Of course your deviant mind would find a lewd excuse for such a convenient and innocent arrangement. From now on I expect you to keep the exploits of your bedroom to yourself." Captain Herrmann said.

"Suit yourself, but you both could serve to learn a thing or two from my experience." Flynn raised one eyebrow and Captain Herrmann face soured.

"And I would say you would be well served to learn a thing or two from ours." Captain Herrmann drew in a deep breath and puffed out his chest like if he was big enough it would be less painful to yield to this pirate.

"Well, as fun as this has been, I have some captain things to do." Flynn stepped back from the table and brushed imaginary wrinkles from his vest.

"Don't think I won't be watching your every move."

"I wouldn't have it any other way and I promise I'll try to put on a good show." Flynn gave Captain Herrmann a cheeky salute.

With that, Flynn spun on one heel and marched to the door.

Maximus tripped him as he crossed the threshold.

A/N:Sorry this update took a bit to get up. My "real life" keeps getting in the way.

Thanks to all of my guest/anon reviewers on the last chapter, and to answer the question on everyone'smind - Yes. Yes, Rapunzel is coming soon and I promise she is worth the wait.

fanfiction twitter: ravenswrite