A/N: post mid-season finale, emotions, smut, you know the drill...

Disclaimer: I don't own OUAT

"Emma?"

She shushes him with the brush of her lips against his, quiets what's left of his uncertain and groggy questions with a tilt of her hips as she shifts her position on top of him; straddling his thighs and running slightly trembling fingers through his mess of thick dark hair as she closes her eyes and revels in the warmth of his body against hers.

She's not exactly sure what she's doing.

Breaking into his room, slipping out of her clothes, and crawling into his bed.

Only knows that she had spent more than half the night wandering the town aimlessly; her throat narrowed and eyes burning as fear, relief, and anger coursed and warred within her. Images of his heart in the hands of another, his eyes dull and lifeless before flashing pained and broken, playing in front her already blurred vision, a constant and cruel reminder of what she had almost lost.

And she gasps a little into his mouth as the thought enters her brain, notices the way he tenses beneath her, his fingers curling into her waist, stump steadying her on top of him.

Earlier, in the hallway at Granny's, she'd been a complete mess, scared beyond comprehension, angrier than she's felt in a long while, and so relieved that he was alive and breathing and well that she had felt terrified all over again. His kisses hot and desperate—perfect and right—had done little to soothe her overwrought emotions. And because she's a champ at running away from her feelings, an expert at avoiding what really matters, she had only let herself give in for just a moment—relishing the feel of his lips on hers—before leaving him; muttering an excuse about checking on Henry, only to find herself willing to be distracted by Regina and her latest set of woes.

But she couldn't stay away.

She'd tried.

God how she'd tried.

A quick drive to the docks, a brisk walk in the forest, a cup of hot chocolate at the loft…

They all, somehow, someway, reminded her of him.

Eventually, she had ended up at Granny's again sipping on too strong whiskey and avoiding Ruby's curious yet sympathetic stares, determined to get good and drunk as an easy and cowardly way to avoid the inevitable. It was only after she had ordered her third shot—Ruby's eyes holding hers in both question and challenge as she had placed the tumbler in front of her none too gently—that she had finally allowed herself to face what she'd been so incredibly terrified to acknowledge all along.

She had almost lost him.

Pushing away from the counter, ignoring Ruby's slightly wistful sigh, she'd made quick work of picking the lock to his room, needing to see him again—a part of her knowing she'd be unable to rest until she saw the steady rise and fall of his chest, felt the powerful thrum of his heart beneath her fingertips as it beat strong and true.

(A greedier part of her had wanted to do more than just look and fleetingly touch.)

Needing more from him, she leans back a little, watching as his eyes flutter open; so blue and curious and full of so much emotion and wonder that she hates herself all over again for not accepting sooner that something had been terribly wrong. How could she not have known? Really and truly known? How had she been able to look into his eyes—flat and muted —and not known?

"Don't do this to yourself love, it's not your—"

Anger spiking hot and furious inside of her, mixing with the light haze of liquor, she moves forward fast, folding herself over him as she cuts him off; her lips finding the junction of his shoulder and neck and dusting across it once, twice, before she bares her teeth a little and bites down hard, tasting the salt of his skin and appreciating his sharp inhale of breath. The way he jumps beneath her bringing a slight thrill of satisfaction to her fogged and muddled brain.

"Gods Emma."

He sounds more than a little unhinged, just bordering on broken; and as she works her lips down his body all she can think and focus on is more. She needs the burn of touch and the thrill of intimacy to replace the suffocating pressure in her chest and the cold blanket of fear that's creeping its way up her spine; its icy sharp threads threatening to take root, spread, and consume.

Her hands move their way to the thin cotton pants he'd been sleeping in and she huffs a little as her fingers tremble at the drawstring, cursing quietly under her breath as she fumbles and fails to untie them, eyes narrowing as she attempts the task again. "Why the hell don't you sleep naked? I thought you'd sleep naked…dammit…these—these need to come off." Her ramblings trail off with another yank and a pull and as the cord gives she let's out a little shout of victory, ignoring the way his breathing becomes labored as she begins to slide them down his hips, sighing her irritation when he refuses to help her along.

"Look at me Emma."

Her hands pause, her body stiffens, but her eyes remain cast down.

"Look at me."

And dammit he doesn't get it.

She can't stop, can't listen, can't bear for him to question her actions and ask if she's okay.

Because she's not okay.

And she needs something to replace the panic. Is desperate for something to override the unbalanced emotions churning inside of her, whispering of revelations she's not yet ready to put into words and highlighting weaknesses she had thought she'd long since buried.

"Please." Her voice is rasped and broken and she loathes the sound as it rings and echoes in the space between them, her lips quivering slightly as she closes her eyes. Tension, thick and near tangible, hangs heavy in the darkened room, curling around them as defeat and longing twist deep in her gut; her barriers nearly completely gone as she feels the vulnerable woman behind them slowly become more exposed. "Killian please."

A part of her hates herself for begging, truly and deeply hates herself.

But there's a larger, stronger, part of her that's unwilling to walk away, that's desperate for him to allow her this.

To give her this.

And lifting her head she forces herself to look him straight in the eye, allowing him to see everything she's feeling but unable to say…

Uncertainty, desire, longing.

Love.

His jaw clenches once, his throat working slightly as his eyes hold hers; fingers digging into her skin almost painfully as her gaze shifts to focus on his bare chest and the soft and dark curls matted to the skin there. Raising a shaky hand, she places her palm against him and feels the warmth of his flesh coupled with the rapid and near frantic beating of his heart—savors the feeling, the heat, and commits it to memory.

"Please," she says it again, this time a whisper, a soft nearly muted plea; eyes cast down to her hand resting against him, no longer able to too look at him without crumbling and breaking completely.

He waits a heartbeat and then another and another still; and the nagging stabs of doubt are just beginning to edge their way into her mind when she finds herself turned over, flipped onto her back, his face hovering over her, his good hand interlocking with hers and resting by her head as he kicks his pants off the rest of the way before pressing his weight into her.

"Tell me what you need." His voice is gruff and his eyes are hot; but his kiss is gentle as he brushes his lips against hers. His breath washing hot and spicy over her and sending a shudder through her body as she dizzily tries to keep up with the sensation of feeling him in a way she'd only ever hastily considered during a handful of self-indulgent fantasies.

"You." It takes everything in her to croak out the pathetic and soft answer—her voice ringing weak and small and vulnerable.

And just as she's wincing at the sound, slightly curious about the amount of self-loathing one can endure in a single day, his mouth covers hers. Stealing her breath, his tongue traces her lips and he licks into her mouth, demanding she open for him and kissing her thoroughly as his hips rock into hers; his cock hard and straining against her thigh sending waves of pleasure laced anticipation rolling through her veins as she cants her body upwards, welcoming him unabashedly. He tastes of sea and rum and frantic and heady desperation; and she drinks in the taste, savoring it with her tongue and feeding it back to him as she returns his kiss with equal fervor—damp heat pooling between her legs as her arousal nearly coats her thighs.

A warmth rises inside of her as his lips move their way down her jaw, his caress stoking the embers balled deep in her gut as he works his way to her neck. His scruff, scratching and grazing her flushed and hot skin fan the flames of lust and need to life—the unforgiving fire threatening to grow and spread, roaring into an all out inferno that will surely consume her whole.

And in that moment she knows she'd burn for him.

Would welcome it.

Embrace it.

Her breathy whimpers and hushed moans are a strange and foreign sound, his soft whispered praises filling the gaps of silence when she takes a breath, closes her eyes and silently begs for more. Lifting his head, his mouth moves to her breasts, tongue circling one peak and then the other before he takes her into his mouth, licking and tasting her completely. And she nearly cries out at the feeling, allows herself to enjoy the wet heat of his mouth on her sensitive skin for one brief moment before she shakes her head and snaps herself back to reality. She knows his intentions—his desire to love her slowly, tenderly—and the realization causes her to tense abruptly; her free hand moving to his hair, fisting and yanking until his attention snaps back to her face.

She doesn't want slow and thorough.

Not now.

Not tonight.

"Killian, now…I need…" she pauses, her eyes catching his, the once vibrant blue almost completely black, darkened by something she's scared to name as she squirms a little beneath him—her hand freeing itself from his grip and snaking between them to grip him lightly. "Just…just fuck me."

His curse is a low and gruff sound, and she sucks in a shaky breath as her request lingers in the air between them, a choked sigh whooshing out of her as he holds her burning and stinging gaze, hips rocking slightly and causing the heat inside of her to lick and leap before he nods slowly—something akin to defeat flickering in his gaze. Her name softly slipping past his lips in an almost reverent whisper, he quickly redirects his focus. Moving his hand down to where she's cupping him, he replaces her fingers with his own as he nudges her legs further apart, catching her stare again before slowly, carefully, guiding himself into her.

And that's it.

He doesn't ask her if she's sure.

Doesn't question her intentions.

Merely complies.

And for that she's grateful.

They both groan aloud at the sensation, lost in the aching feeling of him filling her completely. The slow stretch and burn is almost as unbearable as it is delicious and she grasps onto his shoulders with a muffled moan as he fully seats himself inside of her. Watching as he closes his eyes, following the twitch in his jaw and memorizing the furrow between his brows as his lips pull tight and his arms quiver braced at her sides; she can't help but think it a beautiful sight. The way his entire body is tense with concentration and focus as soft and muted light streams in from one of the nearby windows, filtering into the room and playing over his features, washing him in a gentle almost iridescent glow.

It takes him a minute, the long seconds drawing out into what feels like forever, his cock hard and pulsing inside of her, before he opens his eyes again in a slow fluttering of lashes—his breath puffing out across her face as he finally, finally looks at her. And her heart nearly jumps to her throat in that moment, as his eyes—clearer now and so devastatingly brilliant and blue—meet hers.

"Killian—"

Her words are cut off as he begins to move, not quite thrusting but gentle and shallow rocks as he lets his body get acclimated to hers, the barely there movements pulling a slew of panting whimpers from her lips as her fingers dig a little deeper into his skin. The pinch of her nails against his flesh drawing a low grunt from his throat; and a distant part of her thrills at the thought that perhaps there will be marks there for her to admire later. Squeezing her inner muscles—greedy and selfish and desperate for more—she watches as his eyes flash to hers; nearly moans as he shifts inside of her ever so slightly.

"Swan…"

Ignoring the slight warning, she does it again, tightening herself around him as her hands smooth out from his shoulders to his back, splaying across the scar lined skin there as she embraces him tightly and arches her body up to meet his, placing her lips beside his ear. "I—I just need more. Give me more."

"Emma…"

"Please, Killian."

She barely has the plea out before he's pulling out of her; her sharp cry of protest quickly cut off as he slams back in, sending pulsing spikes of both pleasure and shock shooting through her body and settling low in her gut; a pressure taking root there and building, building, building. Unintelligible, senseless words pour from her mouth as he takes her by surprise and sets a near frantic pace, his thrusts fast and deep as his hips snap into hers, drawing higher and higher keens from her slackened mouth as he gathers her even closer and buries his face into her neck, clearly just as far gone as she.

And this, this mindless, numbing, all-consuming hunger is what she'd been after from the get go.

There's little if any finesse; her desperate need and ceaseless want and his desire to obey and serve, causing them both to abandon any pretenses of skill and grace.

And she loves it, thrills in it.

Nipping at his neck, she chases the aching pressure as it blossoms and spreads, whispers his name on a broken confession as her body starts to tremble and her eyes begin to water, climbing higher and higher as she feels his pace begin to stutter and falter; a muttered curse and a low guttural groan ripping from his throat as he pauses inside of her a moment—his cock shifting along her walls and causing her to inadvertently clench around him.

"Emma, I can't…" his words are torn and his tone defeated as he shakes his head and murmurs her name again…

And no, not yet, not just yet.

She's not ready for it to be over, not ready to reach that peak and come down from her high, afraid of what awaits her on the other side when she regains her senses and is forced to once again face what she's so undeniably terrified of. But then he's moving again, fast and shallow and then deep and hard. The sound of skin slapping against skin echoing in her ears and rocketing straight to her core as he hits her in that spot, over and over again, bits of white light slicing through her hazy vision as she begins to flutter and quiver around him.

"Come on love."

And that's it.

The gentle urging, whispered in a hoarse voice against her damp and hot neck, has her coming undone in a burst of tightly bound pleasure exploding and sparking inside of her—cresting and crashing in harsh nearly painful waves as her insides turn into hot molten gold and her head goes fuzzy from the dizzying sensation of it all. Her thighs clamping tight around him, he continues to move inside of her, murmuring broken endearments entwined with choked out praises before with a stifled curse—something that sounds like half apology and half her name—his body stiffens above her and he follows her lead; a pulsing wet heat shooting inside of her and drawing out her already lingering orgasm as he collapses on top of her with one last shuddering breath.

She's not sure how long it takes for her to come down, but eventually, slowly, everything comes back into focus. Her forehead soaked with sweat, and her eyes blinking rapidly, she stares up at the ceiling, her fingers twisting and curling the damp hair at the nape of his neck as he continues to lay on top of her—the feel of his heart still beating rapid and true jarring her a little as she waits for the regret and panic, the fear and uncertainty.

But it doesn't come.

Not really.

She can feel it, lurking just around the edges of her consciousness, waiting for the right time to pounce and overwhelm. But right now with the heat of him pressed against her, her body thoroughly sated and her mind pleasantly hazy, she's can't bring herself to focus, let alone care about insecurities and doubt—the urge to run and flee a curious (and terrifying) thing of the past.

"Killian…" she starts, his name catching on her lips before trailing off as he lifts his head, eyes finding hers and holding fast, leaving her at a loss for words; unsure what she wants to say, if there is even anything to say, only certain that she doesn't want the moment to end…not now, not yet.

Giving her a slow slightly sleepy smile (one that's not without a hint of smugness) he stares at her a moment, eyes shining with unmasked awe and something else. Something she knows is on the tip of his tongue but he'll never say. Not yet. Not yet. She's not ready to hear it and he's unwilling to push her. So instead he arches a brow—the storm between them slowly receding—before rolling over and pulling her with him, tucking her into his side; his lips dusting across her still damp forehead in a tender whisper-soft caress.

"Sleep Swan."

It's half request and half demand, and as she settles in next to him, fingers splaying through the hair of his chest to find the thrumming beat of his heart, she blinks away the images from earlier that night that threaten to resurface, forces herself to forget about Gold and dark magic and feelings very nearly left unrequited (soon, she'll tell him soon). Instead, she wills herself to relax, stretches a little and welcomes the heaviness in her limbs, while savoring the soreness between her thighs as what just occurred between them slowly begins to take its toll.

Her body curling into his, palm pressed possessively against his chest, she feels the corners of her mouth tip up slightly into something that hints of an uncertain smile, memorizes the slow rise and fall of his chest and counts the strong and steady beats of his heart until exhaustion eventually takes over and she finally, finally allows herself to rest.