Disclaimer: The characters and any references to the series 'Once Upon A Time' are the respective property of its creators, writers, etc. The plot of this story and everything else is my own.

a/n: Thank you thank you thank you for the reviews/favorites/follows and even those of you who just read silently. The support means so much to me so thank you and I'm so happy you liked this story!

PART THREE

EMMA

She didn't see him for almost two weeks after she'd fled from his apartment and he had only called her twice before giving up. Part of her appreciated the space he was giving her, but the other part of her was crumbling, missing him—missing his touch, his smell, everything about him.

He'd skipped the last couple of outings with everyone, but Emma expected that. No one was suspicious of his absence and she managed to play it cool. But inside, she was slowly dying.

She was afraid. Afraid of how he made her feel. Afraid of what he made her want—more than just the amazing sex. She wanted him and that terrified her. So she did what she always did when things were too much for her. She ran. The only problem was she'd never felt this pull before when she left a lover. It was like half of her was left behind with him and she knew what that meant, she wasn't an idiot.

She'd gone and fallen in love with him.

God, she was an idiot.

—^—

"Are you alright, Em?"

Emma snapped to attention, tearing her eyes away from the coffee in front of her and meeting Ruby's worried gaze. "Yeah," she said. "I'm fine. Why?"

"You're just really quiet," her friend told her. "And you've barely touched your coffee."

Emma took a sip just for show and raised her eyebrows at Ruby.

Ruby cracked a smile. "So, Mary-Margaret's birthday is this weekend. She said she just wanted to have a small get together at the condo. I tried talking her into going out, but she's set on her plans so..." She shrugged, taking a drink of her latte. "But I'm excited to bring Victor. Oh! And did you hear about Killian?"

Emma's attention was snagged. "No. What about him?" she asked as casually as she could.

"He asked Mary-Margaret if he could bring Milah. Do you think he likes her?"

Emma's heart dropped and she felt a flair of jealousy. And anger. How dare he ask Milah out when he and Emma had just been together?

It's not your business. You left.

The voice in her head, no matter how correct, annoyed her.

"That's good," Emma finally managed, the words tasting like dirt coming out of her mouth. "I'm glad he's interested in someone."

Ruby ducked her head to meet Emma's eyes. "Are you sure you're okay, Emma? Talk to me."

"I'm fine," she smiled tightly. "So, what did you get Mary-Margaret?"

—^—

Emma dreaded Mary-Margaret's birthday all week, she could barely concentrate at work. She couldn't stop thinking about seeing Killian for the first time since things had ended so badly between them. What's worse was she'd have to see him with her. Just the thought of him touching another woman, putting his hand on her waist, around her shoulder, made Emma nauseous. She mentally kicked herself for her inability to just be a normal human and accept her feelings for him.

But then, what would that mean for their friendship? If they did try and it didn't work out, what would happen? She'd already lost so many people in her life—people she had counted on who let her down—she couldn't bear to lose Killian. She couldn't handle it if he let her down too.

But he never has.

Shaking off her incessant thinking, Emma walked to her closet and took her red dress off the hanger and slipped it on over her matching black lace bra and panties. The sleeveless dress hugged her curves and went to just above her knees. She debated shoes, finally settling on a pair of black ankle boots with a small heel. She got a text from Ruby twenty minutes later that she and Victor were downstairs waiting in the cab. Fluffing her hair one last time, Emma grabbed the small gift-wrapped box containing Mary-Margaret's present and headed down.

—^—

Emma was quiet for most of the ride, barely managing to converse with Ruby. But thankfully she was distracted enough by Victor that she didn't notice her friend's sour mood. It didn't get any better once they pulled up to David and Mary-Margaret's condo. In fact, by then the butterflies in her stomach had become so active she thought for a moment she might actually throw up. But she managed to reign in her anxiety and followed Ruby and Victor inside.

The condo was spacious, with an open living room space perfect for parties. There was a good amount of people already there, most of whom Emma recognized, others who were work friends of either Mary-Margaret or David. After greeting the birthday girl and giving her the small gift, Emma grabbed a drink and started chatting with Belle, one of the other teachers at Mary-Margaret's school.

But Emma was undoubtedly distracted, her gaze shifting around the room searching for him. She had to wait an excruciating hour before she finally heard his accented voice greeting the birthday girl and it made her shiver. As inconspicuously as she could, Emma looked over her shoulder just in time to see Killian hugging David hello, Milah smiling behind him. Emma knew the anger she felt towards the other woman was irrational, but she couldn't help it.

Her heart stopped a moment later when Killian glanced over David's shoulder, his eyes locking with hers across the room. Emma managed a small smile at him, but he simply shifted his gaze back to David without any reaction. It hurt her feelings and Emma quickly looked away, smiling politely at Belle as they continued talking.

—^—

He didn't approach her the entire night, glued to Milah's side as they chatted with friends. Emma tried not to stare, but she found her gaze shifting to him more often than she cared to admit. She wanted to talk to him. She wanted to know that they were okay, that they hadn't screwed up their relationship beyond repair—or more accurately, that she hadn't screwed their relationship up beyond repair.

Emma saw her opportunity when Killian headed down the wide hallway leading to the bathrooms. She quietly excused herself from the small conversation she was having with Belle and Mary-Margaret and headed down the way Killian had gone.

She waited outside the bathroom, feeling like a complete loser as she waited for him to exit, her heart hammering in her chest. Finally, she heard the door click and a second later it opened. Killian was looking down as he stepped out, flicking the bathroom light off. When he noticed someone standing across from him, his head snapped up, blue eyes locking with hers as he stopped just outside the doorway. She noticed his jaw clench as he looked away.

"Swan," he said, his tone clipped and unfeeling.

"Hey," she said, sounding unsure even to her own ears. "Can we talk?"

Killian slipped his hands into his trouser pockets and shrugged, still not meeting her eyes. That was when she finally took in his attire—black slacks and a black button down, the sleeves rolled up to his elbows. It was fitted to his body and she couldn't help the stutter in her breath as she once again appraised his handsomeness.

"I just wanted to make sure we were okay," she finally said quietly. "It's been a while."

"I've been busy." He finally looked up at her, smiling sarcastically. "Does this conversation have a point, Swan? I have a date waiting for me."

If someone had punched her in the gut, it would have caused less pain than his words. Was he trying to hurt her feelings on purpose?

"Yeah, I saw," she responded. "You didn't answer my question, though. Are we okay?"

Killian sighed. "I'm not sure what you mean by that. If you mean will I not tell our friends about our momentary indiscretion then rest easy, Swan. Your dirty secret is safe with me." He spat the words with such distaste it made her flinch.

Emma shook her head. "That's not what I meant."

He took a step forward, his voice low when he spoke. "Then what is it you meant exactly? Please, enlighten me."

"Why are you being like this?"

Killian simply shrugged. "I'm simply trying to enjoy myself on my friend's birthday. You're the one who cornered me. I really have nothing to say to you."

"So that's it?" she laughed darkly. "I don't mean anything to you if I'm not fucking you?"

"Don't twist my words, Swan," he practically growled.

"I thought above all else we were at least friends, Killian. I told you this would happen. I told you things between us would change and you didn't listen."

"Don't blame this all on me. You were just as much a willing participant, quite a wanton one if I recall."

"You're disgusting."

"Yet you still fucked me."

Emma's mouth fell open, tears stinging her eyes as she gazed at his taunting smirk. This wasn't Killian. This man, she didn't recognize.

Emma nodded, looking down and sniffling back her tears. She would not let him see her cry. "Well, I hope you enjoy the rest of your night," she said, lifting her head but looking anywhere but at him. "I'll see you later." And without looking back, Emma turned and walked away from him. Again.

—^—

She managed to sneak out onto the balcony that was deserted, sitting on a patio chair and staring out at the view of the city before her. She tortured herself, relaying the conversation she had just had with Killian. There was a coldness in him she had never seen directed at her before and she wondered if they would ever come back from this. Everything she had been terrified would happen had. And there was no one to blame but herself.

After gathering herself for a bit, Emma rejoined the party, managing to avoid Killian the rest of the night. She saw him once more as people began filtering out. She kissed Mary-Margaret and David goodbye before bidding farewell to a few others.

It was a lonely cab ride home. An even lonelier night in her bed as she lay awake, staring up at the cieling, thinking about him. How he probably went home with Milah. How he was probably in bed with her right now trying to forget about the stupid blonde who'd completely wrecked everything for them. And for the first time in a long time, Emma allowed herself to cry. Harsh sobs racked her body as she buried her face into her pillow, the pain and heartbreak she had been feeling the last couple of weeks finally drowning her in sorrow as she wept and wept and wept, until sleep and darkness claimed her at last.

—^—

Emma woke to a text from Killian the next morning. She quickly recovered from her surprise to open it.

I just wanted to apologize for my behavior last night. I was rude and out of line and I'm sorry. You didn't deserve that.

Emma swallowed the growing lump in her throat before typing a quick response.

Sure I did, she wrote petulantly. You could have been harsher. I'm an asshole, a bitch. Don't hold back now Jones. Tell me how you really feel.

Before she could second guess herself, she pressed send. She could practically see him sighing in exasperation and frustration when he received her immature rant. A moment later, her phone began ringing, his name flashing on the screen. Her thumb hovered over the button for a second before she finally pressed it and held the device to her ear.

When she didn't say anything in greeting, she heard him sigh. "Swan," he said softly, his tone such a contrast to how he'd been the previous night. He sounded more like her Killian. "I don't expect you to accept my apology. I just thought I'd let you know I didn't mean what I said last night."

"Then why did you say it?" she asked, her voice shaking.

"I was angry...and that doesn't excuse the way I spoke to you."

She could hear the sincerity in his tone and after a moment, she nodded to herself. "Forget about it. I'm sorry for my part, too."

He sighed again. "Emma—"

"Don't," she pleaded softly. "Just..."

They were both silent for a few minutes before she finally cleared her throat, managing to hold back her tears enough to say, "I have to go. I'll talk to you later." She hung up on his quiet protest, clutching the phone to her chest as she squeezed her eyes shut and allowed the remainder of her tears to fall.

—^—

It took her a day to realize life without Killian sucked.

It took her two days to realize their friendship was probably destroyed beyond repair.

On day three, she was nothing more than a zombie, looking at case file after case file in her office, not really retaining any information, her mind too focused on thoughts of him.

By day four it physically hurt and she didn't think that was possible. It was like she could actually feel her heart breaking.

—^—

On day five, she managed to go out for dinner with Ruby and Mary-Margaret. They noticed her melancholy disposition and she knew she couldn't hide it from them anymore. She needed to talk to someone about this. She couldn't keep it inside anymore. It was destroying her.

So she let out a deep breath and told them everything. How it had started out as teasing at first. How they flirted and bantered like usual until something shifted and then it wasn't a game anymore. It was real.

She told them how it had just been about sex at first, how she hadn't noticed her feelings shifting to something more until it was too late and threatened to suffocate her. And when it became too much, when she could sense him feeling the same for her, she fled.

When she finished speaking, she took a large pull from her beer before meeting her friends' stunned expressions.

"Wow," Ruby finally said.

Emma nodded, a tear spilling down her cheek before she even realized her eyes had begun to water. She quickly wiped it away and looked at her friends.

"What do I do?" she asked weakly. "Everything is so screwed up. I've lost my best friend."

"Oh, Emma," Mary-Margaret said sympathetically, reaching across the table to grab Emma's hand.

"I just...I'm surprised, but also not," Ruby said. "There was always something there."

Emma sniffled and looked down at the table. "And now it's all fucked up."

"Emma," Mary-Margaret said softly. "You're in love with him, aren't you?"

She didn't even have to think about it. She'd accepted it days ago, maybe even weeks ago. She only nodded in response.

"Then you need to go after him," Ruby said. "Emma, that man is crazy about you."

Emma furrowed her eyebrows and looked up at her. "How do you know that? You didn't even know about us."

"Please, we see the way he looks at you. He watches out for you like you're precious. His entire face lights up when he sees you. And from what you've just told us, he feels the same for you that you do for him. Isn't it worth taking a chance?"

Emma shook her head. "I don't want to hurt him. And I don't want him to hurt me. I couldn't bear it if we did try and..."

"And what, Emma?" Ruby pressed. "You're in pain right now not being with him. And I know it's scary, I know. But I think you aren't giving this a fair chance. It could be something amazing."

"It already was," she murmured.

"Then do something," Mary-Margaret said. "Just talk to him. Be honest."

"I'm scared," she said shakily, meeting her friends' worried gazes.

"Love is scary," Mary-Margaret said. "But, Emma, when it's the right person, it's worth it."

"I don't even know what to say to him," she said. "Besides, he's with Milah." Emma said her name with more disdain than she meant.

Ruby rolled her eyes. "Please. I hung out with them the other night at the party. There's nothing there. Trust me."

"How do you know?" Emma asked, a tinge of hope in her voice.

"How do I know? Because there's only one woman I've seen that can make that man forget about everyone else in the room."

"And that's you," Mary-Margaret added gently.

"And if he doesn't want me anymore? If he's changed his mind and realized it's too much trouble?"

"Then we'll kick his ass!" Ruby said.

Mary-Margaret shook her head with a wry smile. "Then we will be here for you. Always. Take that chance, Emma. What do you have to lose?"

—^—

Mary-Margaret called David when they finished their dinner, confirming that Killian was out with him and Robin at a bar downtown.

"Okay," Mary-Margaret smiled into the phone. "Mind if we crash?"

Emma watched her friend giggle at whatever David's response was before she ended the call, telling Emma they were going.

"What?" Emma practically shrieked. "I'm not doing this in a public place!"

"Do you really want to wait, Em?" Ruby asked incredulously.

"No, I just..."

"Great!" Ruby clapped her hands once. "Let's go."

—^—

Emma stood outside the bar with her friends, staring up at the building that seemed to loom over her mockingly. Several times she told them she couldn't do it, but somehow they calmed her down enough that she finally agreed that they could tell Killian to meet her outside.

It was probably only ten minutes, but it felt like hours before she saw Killian exit the bar. Standing on the sidewalk in his tight black jeans and leather jacket, he glanced left and right for her. She stepped out of the shadows and approached him hesitantly.

"Hey," she said.

He turned to her then, his eyes meeting hers and making her breath hitch in her throat at the intensity in his expression.

"Swan," he breathed, as if in relief.

"I...I just wanted to..."

"I'm sorry for the other night," he interrupted her, stepping closer. "The things I said to you..." He shook his head. "I wish I could take them back."

"You've never spoken to me that way before," she said quietly.

"I know. And I'm sorry."

"Killian, I forgive you," she said, shaking her head and looking down, unable to hold his piercing gaze. "I'm sorry. For everything. I've been an idiot. I've spent the last few weeks realizing a few things about myself."

"What's that?" he asked quietly.

Emma steeled herself and finally looked up at him again. "Well, that I'm an idiot, for one."

Killian chuckled softly and took another step forward, almost invading her space but not quite.

"And that...I was afraid," she continued.

"Afraid of me?" he asked, sounding hurt.

"Of how you made me feel. Of how you made me want things I'd never wanted before. And afraid that you'd let me down like everybody else. I couldn't bear it if I lost you, Killian. I just couldn't."

"Swan, you'd never lose me," he said, taking the final step forward and raising his hand to cup her cheek. "Those things I said, they were because I was angry and upset."

Emma shook her head. "Stop. There's one more thing I realized."

"What?"

This time, she held his gaze and didn't let go. "I realized that I'm completely in love with my best friend. And I can't lose him." Her voice broke on the last words as she watched his expression go from worried to shock in an instant.

"Emma," he whispered, raising his other hand to cup her face completely. "Love, please don't say something you don't mean."

"I mean it, Killian, I lo—" But before she could finish, Killian's mouth was crashing on hers, his arms winding around her waist and pulling her flush against him as their lips molded together over and over again. Finally, after weeks of being away him, she felt herself coming home.

The kiss didn't last nearly as long as she wanted it to and she chased his lips as he pulled away to look at her.

"God, Emma, I've been in love with you for so bloody long."

Emma shook her head, tears once again springing to her eyes, this time for a different reason. "Why didn't you ever tell me?"

"I didn't want to risk ruining our friendship. I knew I couldn't be that selfish," he said. "But when I thought you could feel the same, I had to take a chance or I'd never forgive myself." He shook his head. "And then when I thought you didn't feel the same as I did...I couldn't handle it. That's why I treated you the way I did the other night. Emma, I'm so sorry."

"Please stop apologizing and kiss me."

He obliged quickly, molding their mouths together once more. They made out on the sidewalk for what seemed like forever, uncaring of any passerby. When one man yelled for them to 'get a room!,' they finally broke away with a quiet laugh.

"Perhaps we should," he whispered, stroking the apple of her cheek with his thumb.

Emma smiled, leaning into his touch. "Can we?"

"Of course, love."

—^—

They practically stumbled into his apartment, a tangle of lips and limbs as Killian shut the door with his foot, pressing her against the wall, his mouth breaking away from hers only to trail wet kisses down her jaw and throat.

She didn't want to ruin the moment, but there was something she was burning to ask.

"Killian, wait," she gasped, pushing him away slightly.

"Jesus, love, you're killing me." He pulled back, chest rising and falling with his breaths as he grasped her hips tighter and pulled her closer.

Emma bit her lip. "I hate to ask this, but I have to know...Is there something going on between you and Milah?"

Killian seemed taken aback by her question, as if he wasn't expecting to ever hear that come out of her mouth.

"Emma...Emma, no." He reached up, cradling her head in his hand. "Never, love, no."

"Then why..."

He shook his head at himself. "I was being a bastard. I wanted to..."

"Make me jealous?" she smirked with a quirk of her eyebrow.

He looked at her guiltily. "It was never a date, for either of us. I brought her as a friend. But yes...I was hoping to get a reaction from you. But, Emma, nothing happened. I only want you."

"I believe you."

"Do you?" he asked, raising an eyebrow of his own.

"I guess when you love someone, you trust them no matter what," she shrugged with a small smile.

Killian's wide smile almost blinded her before he dove back in and reclaimed her mouth once again. His hands were on her thighs a moment later, lifting her up to wrap her legs around his waist and carrying her to his bedroom.

This felt so different than all the times before. It felt even more electric between them and she didn't think that was possible. But knowing he loved her, it made his touch that much more igniting.

When he covered her body with his on the bed, she didn't want to let him go, wrapping her arms around his back and holding him close as their tongues and lips devoured one another. Clothes were pulled and practically ripped as they hastily stripped each other until they were finally bare.

Emma rolled them over, straddling his thighs and sitting up, bracing her hands on his chest as she lifted her hips. He groaned when she grasped his length and gently glided the tip of him along her entrance, coating him with her wetness before slowly sliding onto him.

When he was buried inside her to the hilt, he pulled her down so her breasts were flush against his chest, his chest hair tickling her nipples as he lifted his hips up then down, oh so slowly as he entered and retreated, making her moan in response as he watched her, never taking his eyes off her as he continued thrusting into her languidly.

"Killian," she gasped before catching his lips in a sensual kiss, matching the movement of their lower bodies.

They made love that way for a long time, hips moving with no sense of urgency, lips melting together over and over again as he continued lifting her higher and higher until she finally fell, her walls clenching around him as she whined and moaned, burying her head in his neck as her release took over her entire being.

One of his hands trailed down to her ass as his other continued cradling the back of her head, his quiet moans in her ear as she continued lifting her hips up and down to meet his thrusts until finally, finally, he let out the sexiest groan she'd ever heard as his hips picked up speed slightly before he spilled himself inside of her, coating her walls in his warm release.

They lay there against one another, both panting, sharing slow kisses as they caught their breaths, neither of them ready to separate just yet. And a moment later, when she felt him hardening again, she met his small smirk with one of her own as she wiggled her hips slightly.

"Again?" he whispered, and she remembered him uttering that exact word their first night together. It warmed her heart.

She smiled down at him and bit her lip, nodding. "Again."

a/n: Again, thank you for reading. I really hope you enjoyed this chapter. Please, if you have a moment, let me know what you thought!

Also, if anyone has any prompts for a CaptainSwan story they'd like to see written, please don't hesitate to let me know and I'll see if I can write it. I'm always looking for new storylines for this ship. Thank you again!