a/n: Wow, I am so sorry this took so long. I've head an insanely crazy month and that combined with the fact that this chapter was giving me a little bit of trouble is why this took so long. But good news for you: my next month is incredibly uneventful, which means more time for writing! Please let me know what you think!

Emma watches with a smirk as Killian busies himself with taking down their small camp. She saw the way his eyes had lingered on her lips, and she'd be lying to herself if she said the attention hadn't sent a thrill through her.

She pops what remains of the berry into her mouth, not bothering to finish testing it, considering Killian has already done it himself.

She wishes that they didn't have to leave the peacefulness of the meadow behind, wishes they could forget that they need to find rescue, wishes they could just stay and rest. But the sooner they make it to the spaceliner the better their chances are that they'll find something in working order when they get there.

So it's with a heavy sigh that Emma makes her way over to join Killian. They don't have much, so taking down camp is easy. All that's left out are the neatly folded blankets, she grabs them and then scoops up the remaining berries from their place on the pack, and gracelessly shoves the blankets inside it one handed.

Standing she turns to Killian, who has just finished stamping out the fire, and reaches out her hand to offer him some of the delicate fruit. The corners of his lips lift as he takes a few from her open palm.

"How close do you think we are to the spaceliner?" Emma asks as Killian slings the pack over his shoulder and they leave the quiet meadow behind. It's been a while since they have had to trek uphill, and she can only assume that their time in the mountain is almost at an end.

Killian doesn't answer right away, scratching his fingers across his scruff as he considers her question seriously.

"I think it's safe to assume that we have at least one more night on the mountain," he finally muses. "Traveling down the mountainside will be much quicker, and then from there I have no idea how far away we'll be."

Emma simply nods in response and lets silence settle between them.

The air is humming again, causing her skin to tingle, but it's such a regular occurrence now that Emma hardly acknowledges it. She takes it in stride as some part of the planet that, for some reason, Killian doesn't notice. But it does make her wonder if the way the air seems to sporadically drone has something to do with why The Swan suddenly malfunctioned so catastrophically.

If perhaps the humming has to do with some power, or some force that ripped The Swan from hyperspace.

Her memory conjures flashes of the spaceliner plummeting hopelessly to the surface, and though she knows making it to the spaceliner is their best option for rescue, the thought of seeing the destruction and tragedy up close makes her heart constrict and her eyes burn.

"What do you think the state of things will be when we get there?" her words come out brittle, the distress of her thoughts evident in her voice.

"It'll be bad," Killian responds, holding a branch up so that she can pass under it easily. "But I've given it some thought, and I think as long as we stick to searching the lower maintenance levels, we'll hopefully avoid most of the…"

He doesn't finish his thought, but he doesn't have too. Emma knows exactly what they'll hope to avoid.

"Right," she mutters somberly.

But she doesn't want to dwell on this, so she asks Killian to tell her about his navy days. And sensing her need to lighten the atmosphere, he tells her stories of a bumbling crewman named Smee that has her laughing until she can't breathe and forgetting about the dismal wreckage that awaits them.

It is barely past midday when Emma feels the first drop of rain splatter against the back of her hand, cold and unexpected, accompanied a few seconds later by a soft splash against her cheekbone. And it doesn't take long before the random drops of rain turns into a light but constant drizzle, and it feels more like a mist than anything else.

Emma's always loved the rain, so it's with a gentle smile that she turns her face heavenward and lets the cold pinpricks of water pepper her skin.

"We should try to find some shelter."

Killian's voice pulls her from her reverie and Emma turns to find him with his brow furrowed as he looks off into the distance.

She laughs lightly at how serious he looks and takes a couple of steps closer to him. "It's just a little rain."

"Aye," he consents, "but by the looks of those clouds, we're not too far off from a downpour."

And sure enough when she turns too look, off in the distance the clouds are ominous and black. She would ask how he knows that the storm is heading their way, but as a lieutenant she assumes he has enough practice reading the skies to know such a thing.

"Scared of getting wet?"

"Hardly, love," he laughs, "but considering all you have to keep you warm is that rather thin dress of yours, I suggest we not get it too wet."

His eyes rake over her as he says this and Emma feels heat rise to her cheeks, even if his gaze had been nothing more than a practical assessment.

But Killian notices her reaction and a sly smile spreads across his features. "And as lovely as I'm sure you'd look with your dress clinging to your skin," he winks at her and her blush deepens, "I'd rather you not catch your death from a little rainstorm."

Underneath his flirtations there is real concern, and she's touched that her welfare and whether or not she's cold is something he would care about. And it's silly and she feels like berating herself for being so affected, because wanting someone to avoid getting soaked to the bone is not some big gesture of affection. But she's helpless to the way warmth floods her chest at his words.

And maybe it's a culmination of being on this planet with him every day, of every teasing smirk, of every time he's cursed in frustration, and every gentle act of consideration. But she's having a harder time ignoring her feelings for him, and without consciously realizing it she finds herself stepping forward, practically swaying into him.

She's close enough to breathe in his exhale and watch as a drop of rain clings to his dark lashes, refusing to fall until he blinks it away.

He doesn't say anything about her sudden invasion of his space, but his eyes trace her features cautiously, almost hesitant, as though trying to decipher her intentions. But she's too distracted by the slight part of his lips to give him a chance to figure it out. Instead she grips the front of his shirt and pulls him forward, capturing his lips with hers.

He releases a grunt of surprise and freezes for half of a heartbeat before he melts into the kiss. His arm wrapping around her waist and hauling her tightly against him.

Emma's breath escapes in a sigh, her lips parting from his for the briefest moment before she continues the kiss with just as much fervor, still clutching at his shirt as her other hand finds its way to his hair, slightly damp from the rain, and tugs at it gently. Her blood burning at the way his fingertips skim across her cheekbone before threading through her hair.

And all she is aware of in this moment is Killian. His lips, his hands, the feel of him against her, and the way he seems just as completely and utterly consumed as she is.

Eventually they separate, chests heaving and foreheads pressed together. Emma opens her eyes in a daze and loosens her grip on his shirt, but doesn't quite let go.

"Emma…" he whispers, his nose brushing against hers lightly. Her already racing heart quickens at the way he breathes out her name in a caress. She presses one more kiss gently to his lips, this one softer and slower than the first, before she releases him completely and puts some distance between them.

The tenderness in his eyes is not something she was expecting, and it scares her just a little bit. But she swallows thickly and tries to fight down the flight instinct that's threatening to take over.

. She's not quite sure what came over her, or why she kissed him so unexpectedly like that. She just needs to clear her head, calm her racing heart. So she takes a few more steps backwards, her eyes glued to his the whole time.

"I'm just—" she looks over her shoulder and then gestures vaguely to her right, "I'm just going to go see if there is anything over here that we can take shelter in."

She tears her eyes from his, turning away and heading in the direction she'd indicated, taking a shaky breath as she does so.

-CS-

Killian stands frozen as he watches Emma disappear through the trees. All he can do is stare after her and run his fingertips across his bottom lip. He can almost still feel the way her mouth had moved against his, and bloody hell could she kiss.

She'd caught him by surprise and he feels like his mind is still trying to catch up with what just happened.

He's wanted to kiss her more times than he can count, but he's been unsure of how she's felt, and he hasn't wanted to act upon his own feelings if it wasn't something she would want.

But she had kissed him, and now it's all he can think about.

It's the rain picking up that finally pulls him from his thoughts. He runs his hand through his hair and scratches at the back of his head, grinning like an idiot, before he follows after her.

They have to backtrack a little ways before they finally find a small cave that will allow them to wait out the storm and stay dry. Killian does his best to find dry branches and leaves to use as kindling. They're both slightly damp and even a small fire sounds heavenly.

The fire takes a little longer than usual to stoke to life, and Killian finds his eyes periodically wandering to look at Emma while he pokes and prods at the small embers. She's sitting with her back against the rock wall, arms wrapped snuggly around her knees as she stares at nothing in particular. He can practically see her brain working, and he finds himself chewing on his lip, desperate to know what she's thinking.

When the flames are finally high enough for his satisfaction he maneuvers over and settles himself down beside Emma.

"Care to share what has you so deep in thought, Swan?"

"I want to apologize."

Her eyes are so earnest when she looks at him, but Killian is too stunned to do anything but blink at her. An apology is definitely not what he expected her to want to talk about.

"An apology? You have nothing to be sorry for—I kissed you back after all." He looks down and fidgets with his hands. She regrets their kiss and he feels like a bloody fool for thinking anything different.

"No—no you misunderstood," she quickly amends. "I'm not sorry that I kissed you."

"Oh?" He raises both eyebrows at her, a smile forming on his lips, and hope burgeoning in his chest.

"No, I want to apologize for the way I treated you when we were on The Swan. I lied when I said I wasn't interested, I was scared and I needed to push you away, and I thought if you disliked me it would make things easier. So I acted cold with the hope that you'd lose interest.

She takes a shaky breath, and he can tell she still as more to say so he remains silent, simply watching her as she smooths her palms against her thighs and stares intently into the fire.

"You see, it's been awhile since I—well I'm not really good at letting people in because—"

She's struggling to find the words, and Killian's not sure what she's trying to tell him, but he can see that whatever it is has brought echoes of a deep pain behind her eyes.

"Swan, it's okay, you don't have to explain."

"No, I want to," she counters, her eyes looking back and forth between his own. "but will you just listen—let me get through it before you say anything?"

Her voice is uncertain, but it's the most open he's ever seen her, so he simply nods his head and waits for her to continue.

She turns her gaze back to the flames, and her voice is almost drowned out by the heavy rain pounding the earth outside their small enclosure.

"My parents are, for a very good reason, extremely protective of me. But when I was younger I resented it and would often sneak out of the castle and stay away for days before returning."

She smiles softly at the memory, and Killian can just picture a younger Emma, stubborn as she is, sneaking out at the dead of night, contradicting every mold a princess is supposed to fit in to.

"On one of these occasions I met Neal, he was a thief and I grew to enjoy the recklessness at which he approached life, and I loved the freedom I felt when I was with him, and we—" she swallows thickly, "we became very close."

Her eyes are glistening with unshed tears, and it doesn't take a genius to figure out that this doesn't end well. Killian's heart aches for her, and he has to quell the urge to reach out and gather her into his chest. He promised to let her finish, so he says nothing as she tips her head back against the wall to stare at the ceiling.

She hasn't looked at him since she started her tale, but he hasn't taken his eyes off her.

"I finally told him I loved him," she continues in a whisper, "and he came up with this grand plan to run away together, to start a life somewhere where it would be just him and me, and I was naïve enough to believe that was possible. I went home that night and gathered enough supplies to last a few days, and enough money to keep us happy for the rest of our lives."

She closes her eyes at the memory and a lone tear slides down her cheek.

"Not a day later I woke up and he was gone—and so was everything else. The money, the supplies, he took it all at left me alone in the middle of nowhere. I was shattered." Her voice breaks on the last word and Killian's gut wrenches at the sound.

"I loved him and I thought he—" her breath comes out in a shallow burst, and her eyes finally make contact with Killian's. "I've always wondered what I could've done, or why exactly I wasn't enough."

Killian clenches his fist, rage at the man who made her feel this way filling him.

"He was a fool and a coward," he spits out, "and you deserve so much more."

She swallows, eyes wide and uncertain. "You think so?"

"Aye, and any man who can't see that should not be given your attention."

She smiles sadly at him and his heart breaks just a little more. He wants to show her that this Neal was a con, that loving someone doesn't inevitably lead to pain.

He reaches his hand up and brushes away a stray tear from face, her breath catching as he does so. And suddenly the urge to kiss her again is overwhelming.

He bends his head down and softly brushes his lips against hers. She responds immediately, leaning in to press herself closer to him. She teases at his lower lip with her teeth and he groans before taking the opportunity to deepen the kiss.

He's lost to time, drinking her in, the rain outside creating a constant melody as he kisses her until his heart soars and his soul sings.

When they pull apart her eyes are dancing, shinning brighter than he's ever seen them.

And this time when they pull the blankets out to make their bed, she doesn't sleep with her back to him and distance separating them. Instead she nestles into his side with her head on his chest and her arm thrown across his waist.

"Goodnight, Killian," she hums.

He places a kiss against her hair and sighs. "Goodnight, Emma."