AN: Sorry for the long delay between chapters! I've been incredibly sick since the beginning of December. I hope everyone else's holidays were better than mine. One good thing about sick leave though is that I've had more time to write. Killian's lessons on sword fighting are taken from wikiHow. I probably went a little overboard, but I was really into fencing when I was younger. Ha.

Legal Disclaimer: I do not own Once Upon A Time or its characters.

Chapter Five

Killian found Emma brooding on her bunk. Apparently, she was so deep in thought that she didn't notice him enter the crew quarters. "Didn't you like my song, love?" he asked, announcing his presence, and making her jump. Killian smiled to himself, pleased to have caught Emma off-guard.

Emma cursed herself for not paying attention. Damn that pirate and his ability to get under her skin. She cast a bored glance at Hook. "It was fine," she replied, trying to sound unimpressed. "You have a nice voice."

"Now, was that so hard?" Killian asked teasingly. "You would think I'd asked you to compose an epic poem about me." He sat down across from her, ignoring the way she tensed up. "Now, what shall we talk about?"

Emma looked at him warily. "We have nothing we need to talk about," she informed him. She shifted away from him. It was difficult to think straight when he was around. Everything about him filled her senses; his scent, the sound of his voice, his crystal blue eyes. It was distracting, to say the least.

"I beg to differ, darling," Killian countered. "We have much to discuss."

Emma felt a headache coming on. She pinched the bridge of her nose. "Hook, it's not that simple," she protested. Her voice was filled with frustration. "Yes, I have my son back, but is he okay? What horrors did he witness? What did Pan do to him? What did the Lost Ones do to him? I'm so happy to have him back, but I haven't had a chance to let him tell me what he'd gone through in Neverland.

"Neal is back in my life; back in Henry's life. I have to figure out how the three of us fit together now, so that Henry is happy; not to mention including Regina in those plans," Emma laughed humorlessly. "I can just picture Thanksgiving and Christmas this year." She waved off Killian's confused expression. "Family holidays."

"So it's time that you need?" Killian inquired, looking to Emma for confirmation. He watched as she nodded warily. "As you wish, love. I can wait."

Emma eyed him suspiciously. "For how long?" she asked, her tone doubtful.

Killian leaned in close, his mouth millimeters away from Emma's skin. "Darling, I waited three hundred years to face the Dark One again. I've no doubt that I've the patience for you," he murmured into her ear. He allowed himself a small smirk of satisfaction as an involuntary shiver ran through Emma's body. "On my word as a gentleman, I promise not to interfere while you and Bae try to reconnect." He withdrew back into his own space and took in Emma's appearance.

Clearly, she'd been affected. Emma's eyes were tightly shut, and her hands were clenched in the bedding of her bunk. Slowly, she opened her eyes and ignored the way her heart pounded when his breath had tickled her ear. "So you'll just back off and leave me alone?" she asked dubiously.

Killian smiled slyly. "I agreed to no such thing," he replied silkily. "In no way will I attempt to break up your boy's family, but you must agree to neither ignore, nor avoid me if we happen to run into each other. That's simply bad manners."

"Manners," Emma scoffed disbelievingly. "What are manners to a pirate?"

Killian's mouth twisted into a frown. After all this time, despite his flirting and innuendo, he'd never acted upon his words, giving Emma the choice to walk away. Emma had initiated their kiss, and he'd happily, and enthusiastically, gone along for the ride. It stung him that she still saw him as an immoral, bloodthirsty pirate, even after everything he'd done to help her and her family. The muscles in his cheek twitched as he clenched his jaw, trying to collect himself. When he finally spoke, his voice was eerily calm. "As I told you, back on that wretched island, I believe in good form. There will be no underhanded tactics, no schemes or ploys. I was raised to have honor," he informed her succinctly. He stood and strode out of the room, his leather coat rustling behind him.

Emma was speechless as Killian made his exit. She knew she'd committed some sort of faux pas, judging from his reaction, but wasn't clear on what exactly had transpired. She decided to give him a wide berth until she was able to rectify the situation.

After giving Killian several minutes to cool off, Emma found him on deck instructing Henry with a sword. Neal and Wendy were pacing nearby, both holding swords of their own, aiding in the demonstration. She joined Mary Margaret and David by the wheel, where the latter was watching the lesson with a rather forlorn expression on his face. Emma couldn't help laughing. "You look like your dog just died," she remarked.

Mary Margaret laughed as well. "He's pouting because Henry asked Hook for a lesson," she explained. "He wanted to be taught by a pirate." A fond smile graced her lips as she watched Hook patiently correct Henry's posture and grip.

"Relax," Killian advised as he squeezed Henry's shoulder. "This is just practice. While it's perfectly understandable to tense up in combat, you must make every effort to stay calm, keep the muscles loose, and regulate your breathing. If you're tight, you cannot act with speed, which can be deadly."

He moved to stand across from Wendy to demonstrate his next instructions. "Keep your body balanced so you can strike or parry without being hit," he said. He tapped the flat of his blade lightly against Wendy's booted ankles and then moved it up to her shoulders. "Always have your feet shoulder wide and when you move, move so your legs spread apart. Never have your feet close to each other." He tapped Wendy's hands, which gripped the sword's hilt. "Hold your sword so you can handle it with ease." At half-speed, he advanced on Wendy with measured, exaggerated strikes which she parried easily. Then, he retreated as Wendy launched her own slow, demonstrative attack. "Watch your opponent's movements and learn when she moves in to attack and launch a counter strike. When you parry, you keep the blade close to you so you don't stretch out to block and always try to counter your opponent's attack."

Killian then moved to stand across from Neal and saluted the other man with his sword. He waited for Neal to return the salute and fell into a fighting stance. "Your footing and proper foot placement is key for balance. The more of the sole of your foot that touches the ground, the more grounded you are, giving you greater strength in your attacks," Killian said. For every step Killian took forward, Neal retreated, and vice versa, as if connected by an invisible tether, always maintaining the same distance between them. Their feet made shuffling sounds across the deck as they illustrated Killian's words. "To keep your balance, try to slide your feet rather then lift them up and stepping. Leaning forward and lifting up your heel also reduces your grounding, so be cautious with how your feet are placed and used during each strike because you give great opportunity for your opponent to knock you over. " With those words, Killian and Neal engaged for a few moments at full-speed combat, the sound of colliding metal filling the air.

Finally, Killian stepped back and saluted Neal again, returning to his original position across from Henry. He swung his sword around in an all-encompassing circle. "Always assess the situation. Crafty fighters always strive to be aware of their surroundings, their assets and liabilities, and those of their opponent.

Everyone has a weakness. For instance, small opponents can frequently be overpowered, tall people have longer reach but often leave their legs exposed. That being said, it may be that you won't have time to come up with a plan, so try to do this as quickly as possible." He gestured for Henry to attack him and easily disarmed him in seconds, sending the boy's sword skittering across the deck.

Killian stepped back and stifled a grin at Henry's surprise. Obviously, Charming had gone easy on his grandson when they'd practiced in the past. "Try again," he ordered.

Henry picked up his sword and saluted Killian. Then, he lunged forward. He'd barely managed to swing his sword when the older man caught him by the shoulder with his hook and pushed him back. "Engage with care," he said patiently. "If you charge in recklessly, especially against a trained fighter, he may just wait and let you impale yourself on his sword. By engaging carefully, you're able to maintain control and focus at all times. This also will allow your best defense, which most of the time is just sidestepping your opponent's attack, potentially saving your life and allowing the opening for your winning blow."

Henry nodded and took a deep breath to try and calm down. Dueling with Killian was definitely not as easy as dueling with his grandfather. He gripped the hilt of his sword and focused on Killian's instructions. The pirate proceeded to attack at half-speed, giving Henry plenty of time to parry each thrust, while maintaining proper posture and footing. Killian voiced his approval, causing Henry's confidence to increase.

"He's a good teacher," Mary Margaret observed.

Emma nodded in agreement. Henry had obviously been caught unaware at his lack of skill in comparison to Killian, but he was eager to learn and improve.

"I could have taught him that," David muttered, causing Emma and Mary Margaret to snicker. However, he grudgingly admitted to himself that the pirate's form and technique were impeccable.

"Full speed," Killian called out, indicating that Henry should try again at full strength. Within seconds, Henry's sword went flying across the deck again.

Henry couldn't help yelling in frustration. "Why can't I win?" he demanded.

"Henry, remember that there are no awards in a sword fight," Killian said. "First place means you're still standing when the fight is over. Second place leaves you dead. Once you set out to fight someone with a sword, your ultimate goal is survival, not a prize."

Henry nodded, chastised. "I'm sorry, Captain," he apologized.

Killian saluted Henry and sheathed his sword. "You can't expect to be perfect after just one lesson," he said, trying not to sound condescending. He gestured towards Wendy and Neal. "Just ask this lot."

Neal nodded in confirmation. "It's true, kid. He never let me win," he said. "And I'm a better swordsman for it. It just made me try harder."

"I earned my victory," Wendy chimed in kindly. "And it was no easy task."

"Wait, you won against Hook?" Neal asked in disbelief.

"Just once," Wendy said modestly. "It was a sparring exercise."

"Don't be so humble," Killian laughed, smiling affectionately. "You were one of my best pupils."

**Flashback**

Killian and Wendy stood on the deck of the Jolly Roger, facing each other. It had been weeks since Wendy had been rescued by Killian, and she was taking to a life at sea with enthusiasm. Wendy was dressed as a cabin boy, with a plain cotton shirt and breeches, as no other clothes on board were small enough to fit her. She held a rapier in her right hand and a dagger in her left, directing both blades at Killian. Killian, on the other hand, had adopted a casual pose, his sword still sheathed and hanging at his hip. His hook curved around the scabbard, just above the hilt.

"Draw your sword before you engage. It takes longer to draw a sword than it does to get hit," he instructed. Then, without warning, Killian's sword seemed to fly out of it's sheath, clash against Wendy's sword in a rain of sparks, and slide back to where it had been resting against Killian's hip.

"On the other hand, if your sword and scabbard are suitable for a quick draw, and you practice, this can be a great surprise attack," he told her.

Wendy gaped at Killian, who was smirking. "How did you do that?" she marvelled.

"Practice," Killian replied simply. "Now, remember to have a strong defense. Missing one block or parry can be ruinous, so protect yourself well. Maintain your sword in a position that runs from the bottom of your torso to the top of your head. This is a middle position, suitable for any skill level, that will enable you to respond to an attack with reasonable speed, and also gives you many angles for your own strikes." He drew his sword again and advanced slowly so Wendy could parry his blows while concentrating on her form.

"Keep your weapon ready," Killian went on as he continued his slow attack. "Generally, your sword should be extended a comfortable distance away from your body, and toward your opponent's throat, or perhaps their eye. This is referred to as putting them 'on point'. It serves as a ward against an opponent who must, after all, get through your sword first, and can be quite intimidating, especially to an inexperienced fighter."

Killian began to speed up his attacks, adding a little more force to each blow. Wendy faltered for a moment but then strengthened her defence to match without complaint. Killian nodded approvingly. "Remain calm and confident. Poise can decide a fight as surely as the sword, and is an effective stratagem. If you are nervous or frightened, your opponent may try to take advantage of your lack of confidence and attempt to goad you into making a mistake. Cool warriors tend to make others wary, or even unsettled. You may also choose to show aggressiveness and intimidate your opponent instead, or even pretend to be scared, in the hope of lulling your enemy into making a critical error."

"Where did you learn to fight?" Wendy asked as she deflected Killian's blade. Killian's teaching style was very formal and proper, a vast difference from his usual, easygoing nature. They were duelling at full speed now. She lunged at an opening, only to have her sword glance off the curve of Killian's hook.

"In the Royal Navy," Killian replied, without pausing. "I also learned a few things during my travels as a pirate." He swiped at Wendy, causing her to duck under his blade. "I had some very exacting taskmasters."

Wendy slashed at Killian, only to have her sword slice through the air where the pirate had stood barely an instant before. As the duel wore on, Wendy fought the feeling of frustration that would usually set in after a long training session. Killian offered no quarter during their lessons, and Wendy was glad for that, but still, she wanted to beat him, just once. She focused on staying calm, as Killian had taught her, even though she was starting to tire.

"You're doing much better, lass," Killian complimented as he dodged Wendy's blade. "We can stop whenever you'd like."

Wendy shook her head stubbornly. "I want to keep going," she insisted determinedly, even though her arms felt like lead.

Killian frowned slightly at Wendy's demeanor, but nodded in acceptance. He admired her resolve but hoped that she wouldn't push herself too far. Unfortunately, that didn't seem to be the case as she inelegantly feinted to the side and the tip of Killian's blade caught her forearm. Wendy hissed in pain as the sleeve of her shirt bloomed red.

Killian froze at the sight of Wendy's blood, but before he knew it, the tip of Wendy's dagger was resting against his throat. "I believe you're dead, Sir," Wendy declared, trying not to smile too widely.

"Bloody hell, lass!" Killian laughed in surprise. "Well done, my dear!" He pulled back and saluted her with his sword. "Are you all right?"

Wendy returned the salute and then examined her arm. "It's just a scratch," she assured him. "But you forgot your own lesson: expect to be cut, or worse."

Killian nodded in acquiescence. "Too right, lass," he agreed as he slid his sword back into its scabbard. "Let's get you patched up."

Wendy sheathed her blades as well and followed Killian to the ship's medic.

**End Flashback**

Neal couldn't help feeling stung at Hook's praise of Wendy. While he knew that she was perfectly capable of taking care of herself, on some basic level, it was a blow to his ego that she'd been able to best the legendary Captain Hook. He was shaken from his brooding when the lady in question nudged his arm.

"Fancy a go, Bae?" Wendy asked hopefully.

"Uh…sure," Neal replied, somewhat dubious.

"Well, don't sound too eager," Killian chided good-naturedly. "I'd like to see some results of the effort I put into the training of you two, if it's not too much trouble. "

"Yeah, I want to see too!" Henry chimed in, getting excited at the idea of watching his father in a proper sword fight, without any threat of serious injury.

"All right, fine, let's give them a show," Neal agreed, rolling his eyes. He smiled reassuringly at Wendy and saluted. "Don't worry Wendy, I'll go easy on you."

In return, Wendy's smile was less friendly. "I won't," she cautioned, saluting. She gave no other warning, as she lunged forward with a vicious slash.

Neal was barely quick enough to parry the blow, and soon found himself being forced backwards. He stared at Wendy in amazement as she expertly attacked, using her size and speed to her advantage. A layer of sweat broke out across his brow as he defended himself against her blade. Minutes later, a mistaken lunge allowed her to disarm him easily and she placed the tip of her rapier at his throat.

"Dead," she pronounced with a satisfied smile.

"My star student," Killian declared proudly. He draped an arm across Wendy's shoulders. "That was impressive, love." He gave Neal a reproachful look. "I believe I taught you to never underestimate your opponent."

Rather than argue, Neal took the criticism gracefully. He sketched a bow to Wendy. "I hope we can keep practicing together," he told her sincerely. "You're really good."

Wendy smiled at the compliment. "Thank you, Bae," she replied. "I'd be happy to train with you."

For a moment, Neal was mesmerized by the way Wendy's face lit up when she smiled. The way her eyes sparkled stirred something in him he was unable to identify, yet felt oddly familiar. Mentally, he shrugged it off, chalking it up to memories of when he lived with the Darling family, and focused his attention back on his dueling technique.

Killian left Henry to continue practicing with Neal and Wendy to join Emma and her parents at the wheel. "Any sign of Tink?" he inquired.

David shook his head. "And none of Regina or Gold yet, either," he added.

"What if they don't return in time?" Mary Margaret worried.

"Then we find another way to save your husband, your Grace," Killian stated with conviction. "We have the water, and, failing that, we now have pixie dust as well."

"We can't use the pixie dust, we need that to get home," Emma protested.

Killian couldn't believe what he was hearing. While a happy ending was still far off, at that very moment, they were in the least amount of danger possible, and they couldn't even appreciate that things were taking a turn for the better. "Perhaps you should all stop fretting about something might not happen. I'm sure you've all more pertinent things to be thinking about," Killian advised testily. He turned to leave. "If you'll excuse me, I have to take an inventory of damage and I haven't had any time to do so as of late."

Something, akin to guilt, compelled Emma to try and make Killian stay and talk to her. In her mind, she quickly ran through possible civil approaches, but unfortunately for her, snark won out. "You could have let Henry win," Emma said to Killian's retreating back.

Killian paused and cast a glance over his shoulder. "And how would that have helped the lad?" he countered reasonably. "Your father's been that doing this whole time and look where it got him."

Emma took Killian's words as a personal attack on her parenting skills and glared at him. "It must make you feel so good to defeat an eleven year-old," she remarked snidely.

"Emma! That's not fair!" David chastised. "Hook is right, I'm not doing Henry any favors by letting him think he can beat me in a fight. He has to be taught properly, and Hook was doing that." David looked at Killian with gratitude. "Thank you."

Killian nodded in acceptance. He turned to Emma. "Let me tell you something, Swan. The sword is a weapon. The art of sword fighting is an art of killing. That is its true nature, even if you dress it up with pretty words, like dueling or fencing. The art of the sword is to kill or incapacitate your opponent in the shortest possible time, with the least amount of effort. Once you've engaged in combat, you fight to win. Compassion, chivalry, and good sportsmanship are wonderful concepts, but if it's a choice between you or your enemy, the choice is obvious. Often, the fighter who is more willing to be merciless will be the one left standing after a battle. It's a sad truth, but a necessary one to learn.

"When I teach someone the sword, I make them practice exactly as they would fight, because they will fight the way they were trained. Otherwise, they risk developing bad habits that could ultimately prove fatal. If you've a problem with what I'm teaching, then I would suggest that you tell your son to put thoughts of sword fighting out of his mind for the rest of his life and find some other interest to occupy his time."

For the second time that day, Emma was rendered speechless by Killian's words. She was actually embarrassed by her irrational behavior. She opened her mouth to apologize, but no words came out.

Mary Margaret stepped in, trying to play peacemaker. "Hook, you're a good teacher for Henry," she said, her tone placating.

"Your Grace, with all due respect, I am an excellent teacher," Killian interrupted. "I've studied the sword for longer than any of you have even been alive."

"We just want Henry to be safe," Mary Margaret protested.

"And I'm teaching him to protect himself properly," Killian argued. "If your concern is that Henry may get injured while I'm teaching him, then perhaps it's best if he does not seek me out. A sword is not a plaything." Without waiting for a reply, he turned and left.

"He's right, you know," David said, once Hook was out of earshot. "We can't sugar-coat the situation just because we're not happy with it. We need to be realistic."

"When is Henry going to need a skill like sword fighting once we get back to Storybrooke?" Emma questioned.

"Honey, as much as I would like to hope that he'll never need it, you and I both know that's probably not the case," David replied gently. "Life is too unpredictable in our family."

Emma laughed humorlessly and nodded in agreement. She watched as Hook checked a section of rigging, testing the rope and the knots that had been tied. "I need to apologize to him," she admitted.

"Maybe you should ask him for a lesson," Mary Margaret suggested. She saw the twin expressions of surprise on the faces of her husband and daughter and went on to explain. "We all know that actions speak louder than words; if you ask Hook to teach you the sword, it would probably go a long way in letting him know that you trust his teaching methods and Henry's safety."

Try something new, darling. It's called trust.

Hook's words replayed in Emma's mind. As much as she hated to admit it, she did trust him, but she was afraid of what that meant. And despite all of her bravado and sarcasm, she was terrified to find out. Instinctively, she withdrew behind her walls. "I don't need Hook to teach me how to fight," she scoffed. "I beat him, not to mention fought a dragon."

"I hate to say this, but I think he let you win at Lake Nostos," Mary Margaret said as she thought back to the fight in the Enchanted forest. After witnessing Killian's skill while teaching Henry and comparing it with what she'd seen back at the Lake, it was obvious that he had been holding back.

"What are you talking about?" Emma demanded. "That's ridiculous. Why would he let me win?"

"That's a question you should be asking him," Mary Margaret replied, although she had her own suspicions. She exchanged a glance with her husband, confirming that he was thinking along the same lines as her.

Emma fell silent as the implications of Hook throwing the fight ran through her head.

I just can't take a chance that I'm wrong about you. I'm sorry.

She'd been so wrong about so many things about him. And she needed to prove that she was sorry.