Killian walked out the door and down the steps, cursing himself. Now the lass would really turn away from him. Whatever grace he had earned himself was surely gone after that display of affection. He sighed and started making his way to the docks.

"What the bloody hell was that Hook?" he murmured to himself.

He knew that Emma was going to feel an immense amount of guilt for bringing Regina unhappiness, that she would keep it very close to her heart. He just wanted to give her some ounce of comfort, and before he even knew he was doing it, his hand was on her shoulder willing her to be ok. She may have ruined Regina's happiness with Robin, but she did also just save Marian's life. That was no small feat. She's a bloody hero and she needs to remember that.

He sat on a bench facing the water and breathed in the salt air relaxing his tensed shoulders a little. At least he would always have the ocean close at hand. He sat there contemplating his best course of action for a few minutes.

"I could always just pretend that I haven't embarrassed her when I see her next. This way she doesn't have to think about it. Maybe I could just say I'm sorry and tell her I will never touch her again. Or I could just leave now, much as it would pain me to go. There is no disaster, Zelena is dead, the baby Prince is doing well, Swan has her magic back. I do not want to cause her any more discomfort. That's probably the best idea."

"Or you could shut up and listen to what she has to say."

Killian froze. In his musings to himself, he had not heard Emma walk up behind him. He must be going soft. He silently counted to 3, took a deep breath and turned to look at her. Her face was red, not like she had been crying, but like she was angry. He knew he was in for it, but also that he would let her go at him any way she willed. He never wanted to cause her pain.

"Emma, I am so sorry to have caused you embarrassment with my display of affection. I just wanted you to know..."

"Shut up, Killian." she said.

The pleasure he felt in her calling him by his given name, as opposed to his more colorful moniker, was something that he could never fully explain to her or anyone else, and caused him to grin uncontrollably.

"You did nothing that embarrassed me. You did kind of raise some questions for Dav.. my dad, but you did not embarrass me." She looked at him hard, like she was trying to read him before continuing on.

"All you did was offer me comfort, just like you did in the Enchanted Forest when we thought my mom had died. I know you weren't doing it to score points with me pirate. I know you care and that is what you do when you care about people. You help them and comfort them and help them make peace with themselves. Unfortunately for you..."

"Aye lass, you don't have to finish. I know you do not feel the same about me as I do you," he burst out rather quickly. Even though he had told himself he'd let her say whatever she wanted, he could not hear again how she did not feel for him the way he did for her. It was just too much for him at this point. His saying it made it a little more bearable than whatever comment she had to make.

"Let me finish," she said to him as she sat down on the bench next to him.

He scooted to the farthest end of the bench, her nearness too overwhelming after the kiss outside Granny's, and turned his body to look at her.

"As you wish," he murmured.

She smiled at him. Why was she smiling at him? What was so funny at this moment when she was about to tear his heart out, again? He raised an eyebrow at her and she just laughed.

"I was going to say unfortunately for you, you chose someone who was damaged early in life and has a lot of issues to work through. I have a lot on my plate as the savior, a mom and now, a daughter and sister. I trust you to help me get through all of those things. I can't say that working things out with me will be easy, because I do have a lot of baggage, but I would like it if you wanted to try."

He stared at her, uncertain of what to say. It was more than he had hoped for or thought he deserved, but it didn't feel right for some reason.

" What changed your mind Swan? Not 3 days ago you were telling me it wasn't going to happen..."

She sighed, "Fair question. You have proven that I can trust you and rely on you. I'm still not used to that. Nobody has ever put me first the way that you have. At first, I just thought it was about getting into my pants, but as time went on and you continued to put me first, I realized that's not what it was about for you. I ignored it for a while, pretending that it didn't matter, but I knew you weren't using me, you actually do care."

"Swan, I'm glad you trust me, and I will do whatever I can to help you maneuver through all your responsibilities. However," he sighed, resigned to the fact that he was about to ruin everything with her, "I do not want you to feel obligated to me. I do care, but just because I do, does not mean that you have to. I care so much in fact, that I hear what you don't say much more clearly than what you do say. Nowhere in that little speech of yours did you mention any feelings in return for me. All you said was that you believe me now when I say I care. That would have been enough for me in the past, but now it is not. What I feel for you is not little and I need you to feel something for me besides regard."

He stood and looked at her. She looked awestruck, but remained quiet.

"I mean what I said Swan, I will do anything I can to help you. I will be your friend, babysitter, confidant, whatever you need of me. Have a good night and sleep well," he whispered. He turned and walked back towards town leaving Emma sitting on the bench.

As he walked back towards Granny's he knew he had done right by him and her, but it felt like having his heart ripped out of his chest.