Hello folks! This was written for a Emma/Clueless project, and I'm pretty happy with it, if I may say so myself. It's basically tracing Emma and Mr Knightley's relationship from his point-of-view, do give it a shot! It's my first Jane Austen fic, but there might be more to come if this turns out well.

Please review! I'd love to hear your comments and concrit :D

Once upon a time (some say quite long ago, some say it's always happening, some say it never does) in a place not so far away, boy and girl grow up close, as their families think they are great together, and go through everything together, and they are always there to support each other. (Always.) He defends her; her smile always makes his heart jump. They vow to be together forever. Although not, you know, in that sense. (Not yet.)

Until she leaves, and finds another man. (Because, he thinks, as he feels himself spiralling into a self-destructive pattern yet hardly caring, he will never be good enough for her.)

He feels an inexplicable dismay, resentment, to see her so happy, so radiant.

(Why don't I give her that kind of joy? Why him?)

She has troubles with the man (because only they are truly meant for each other, and no one can even come close), and comes to him, sobbing, shaking, broken, desperate for this familiarity, this comfort.

He wants to kill the man. (He has defended her all the while; there's no reason to stop now.)

But for the time being, he settles for soothing her. And she falls asleep in his arms, and he loses himself staring at her. With every feature he traced lightly, memorized, he felt himself falling…

…falling

…falling

…falling…

Completely out of control.

They gradually fall in love.

(Awwwww.)

And then he proposes, (sickeningly) sweet, she sobs in joy, and accepts.

And usually, that's how it all goes. (But reality is never usual.)

She's no princess (neither is she a damsel in distress). He's 17 years her senior. He doesn't defend her; he's the one chastising her, causing her anguished tears. (It hurts him; but he cannot let himself fall even further for her). They never vow to be together forever; their siblings do. In his heart, she is always happy, radiant, glowing; Frank Churchill makes no difference. (No one could.)

He is jealous though. (Bitterly jealous.)

She never breaks down in front of him, because she knows he thinks she is stronger than that; he knows she is holding herself back.

He does want to kill Frank Churchill though. Slowly and brutally. (But shhhhhh, don't tell.)

And they do fall in love, and he does propose.

--and she is five, and JUST WANTS TO GO TO SLEEP!

'John.'

She dragged the blankets over her head.

' Jer-horn.'

She grimaces.

' J-oohhhhhnn. Jon. That's a mighty fine name, don't you think? Rather easy on the eyes too. Don't you think he is a most gentlemanly man?'

(she knew this was going to happen, she just knew it.)

'Isa-belle!'

A giggle filters through in the darkness, and she vaguely hears the creak of the four-poster, and the familiar lilting tones of her sister.

'You wouldn't understand, Emma.'

'I have no wish to.' she adds indignantly, just wishing her sister would shut up and let her get some sleep.

'George's great too, you know.' Isabella bounces around.

'Yes, he's awfully kind. He talked to me. ' she mumbled absently. She wouldn't even figure out if she said that to placate her, or if it was genuine, or if it was a conglomerate of both.

She recalled an indistinct murmur of a response from her older sister, and rolled over.

Her and her flights of fancy. Pshhh.

--and he thinks he is in love, and he is…just with someone else.

She chews on her lower lip, and glances down, examining her toes most morosely, and was that—was her eyes shining with…tears? (Cue dramatic soundtrack)

Mr Knightley does not enjoy dealing with female hysterics. mostly because he is not exactly adept at it. (and that was the understatement of the century) In fact, when he's forced to face it he feels very much like going into it as well.

'Uh…I do apologize, I didn't mean any of that…I mean, I shouldn't have said that…' He scrambles wildly.

She regards him silently in the darkness, her eyes impassive. his heart lurches, and he tells himself it is the wine. (But he knows full well it isn't.)

Then she leans forward, takes his face with her soft, soft hands, and presses her lips onto his.

And in the dark recesses of the corridor, a child of eight stuffs her fist into her mouth to stifle her gasp. In her heart, she has already resolved, a promise cast in stone: she would never ever marry anyone, never ever cross your heart and hope to die. (And she never understood why.)

--and all around them, it rains.

she is so small, so desperate to be hidden, that he could have easily have not seen her.

he finds himself staring. (not because she was looking attractive with her soaked blond locks plastered to her face, her dress clinging flatteringly to her.) it is her expression that stuns him.

it is blank, uncertain, confused, with just the slightest hint of sorrow topped with a twinge of resignation.

it scares him; he has never seen that look before in emma woodhouse's eyes. (He doesn't want to.)

he seriously contemplates leaving (he has never been one to save the day; he's the sidekick that's ignored in all the celebrations)—he does not fancy dealing with distressed females becoming a full-time occupation. but he sees an abandoned basket half-filled with luscious, crimson strawberries, spilling onto the wooden seat, glistening in the rain; and he sees her slender pale hands, white-knuckled, knitted tightly together on her lap; and he sees her, and remembers her as the little girl who once had such an innocent giggle and bright smile, and he knows he would not—he could never leave her like this.

'emma?' in a few moments, he has strode out into the rain and by her side, and touches her shoulder gently, tentatively.

her head jerks up, and her dark brown eyes stare into his, unseeing. for a moment he thinks she is going to lash out at him, but she shivers, the slightest of actions, and he pushes her hair off her face gently, then shrugs out of his coat, draping it around her shoulders.

she grips onto it, pulls it tight around her, and smiles tremulously up at him. His heart lurches (he really wished it would stop doing that). 'do you want to go in?'

she shakes her head mutely, leans back, and tilts her head up, closing her eyes briefly as raindrops splashed off her cheeks, her forehead, her lips.

god, she really knew how to drive him crazy.

he averts his eyes uncomfortably. 'that's fine.' he says conversationally, as if they're out for tea.

he casts a cursory glance on the seat, and settles down onto it gingerly.

he folded his hands on his lap (dignified to the last), and sat patiently, silently. if she wanted to talk about it, she would, and if she was set against it, no amount of persuading would convince her otherwise.

'mr knightley…' her voice was soft, hesitant, shaky.

instinctively, he wraps his arm slowly around her shoulders. she doesn't resist, and he pulls her into his embrace. She clutches at his shirt tightly, her arm cold against his.

'do you think…do you think…she'd be disappointed in me?' her voice cracks.

mr. knightley doesn't have to ask to know who 'she' is. 'no, not at all! of course not! miss woodhouse, how could you even think so?'

she chokes out. 'I don't know! I don't know what I'm doing now, it's nothing she would be proud of. I'm just a worthless, unnecessary ornament! I'm-'

'emma.' he rubs her back soothingly; she grips his sleeve even tighter and doubles up, sobbing silently. (he has absolutely no idea what to do.)

his mind races. 'emma,' he gently tilts her chin up, and sees her wide, dazed eyes, her cheeks shiny with tears mingled with rain. 'emma,' he says again, fiercely this time. 'don't you ever think that about yourself, do you understand me? your mother loves you, and so do all of us. she knew that you love her, she knew that she was loved, she had an entire family behind her all this time—'

emma slid up silently, disentangling herself from his arms. he regards her silently, a question in her eyes and she nods slightly in response, offering a rueful smile.

'are you feeling alright now, dear miss woodhouse?' (he had to ask aloud to make sure.)

'much better,' she says softly.

then it seems to strike her where they were, and glanced up at open confusion at the garden, rivulets of water running down them, and at herself, completely soaked, and blinked. (mr knightley resisted the urge to giggle.)

'oh dear me! you're all wet too! i'm so sorry, mr knightley, come on, let's go…' she hurries around, gathering her basket hastily. mr knightley nods, smiling, pushing his hair out of his face, and follows after her (his boats squelches most unpleasantly).

'oh no papa is going to be livid! how about you dry up in the guest room first, then you can proceed down in front of the—'

'emma.' he cuts in insistently.

She stares up at him, expectant. He tilts her chin up with his hand, gazes straight into her eyes. 'you are alright, are you?'

'i most certainly am.' she smiles, and covers his hand with hers. 'thank you so much, george.'

he breaks into a huge smile.

It is only after they sneak back upstairs, evading Mr Woodhouse, and get dried up, that he realizes she had called him George.

And he smiles.

--and he is just the reject.

He did not do such a thing. He did not just have the temerity to do that.

He did not.

He could not have!

…But then again, he did.

Mr Knightley's fist contacted with the door with a resounding crash. He glared at his reflection vengefully, the blood-rimmed, dark eyes staring back out at him, fists clenched with rage.

If he could just deal with that ungrateful scum…

He swallowed down the bitterness that rose in his throat. Frank Churchill knew Emma fancied him; he would have been blind not to. Frank Churchill knew everyone thought they were a natural match together. Frank Churchill knew all that; he also knew he was engaged to a certain Jane Fairfax, yet he led her on! Like she was a game to immerse himself in, a chess piece to be manipulated!

He breathed heavily, acutely aware of the throbbing pain in his fist. Slowly, he unclenched his fingers, wincing as he wiggled them tentatively. He was getting old for this sort of thing.

He was too old, too. Too old for Emma; she needed someone she could fancy. She needed someone that could flatter her unabashedly, someone that would praise her for all her talents, sing with her, dance with her, someone she could be the centre of attention with. She didn't need an aging brother figure that criticized and admonished her like she was a child. (though she did act like one at times. but that was beside the point) Emma was an independent soul, attention-seeking, full of vitality; Emma-

Would be heart-broken.

In a flash he was pulling on his coat and thundering down the stairs, sweeping up his belongings and stashing some food items in hurriedly (for good measure), muttering darkly under his breath as the cans clatter all around, scribbling a hurried note in barely legible handwriting and tossing it onto the table, yanking open the door and striding off over the neatly-cut grassy patch.

Emma.

How could he have not thought of her, how she would feel? How could that have ever slipped his mind?

Knowing her, she would be feeling even more wretched than he was. She would be blaming herself, doubting herself, and Mr Woodhouse (knowing him) and Harriet (knowing her) would be of no use at all.

He would comfort her, soothe her broken heart (that scoundrel!), as a friend. And nothing else, because she didn't want him. (She wanted Churchill.)

--she responds just what she ought, of course. A lady always does.

'You speak as if you envied him.' Emma observes astutely.

He swallows and makes sure to continue at the same pace, holding his arm out for her. He desperately fumbles, but when he opens his mouth, it comes naturally, a quiet, contemplative reply, 'And I do envy him, Emma. In one respect he is the object of my envy.'

He holds his breath.

Emma remains silent. Her expression is impassive, and he doesn't know if she's aware of it, but her finger had tightened imperceptibly around his arm.

(What's with her?)

'You will not ask me what is the point of envy,' he continues, slowly, glancing down at her. She looks forward a little obstinately. 'You are determined, I see, to have no curiosity.'

(Perhaps she is right.)

But something seems to have possessed him that day (perhaps it was his most empowering horse ride across the fields all the way back?), and he shoulders on, in a measured tone. 'You are wise—but I cannot be wise. Emma, I must tell you what you will not ask. Though you may wish it unsaid the next moment.' (He must say it or burst.)

Emma speaks, a note of earnestness in her voice, and his heart lifts. (Until he registers what she is saying.) '…don't speak it! Take a little time, consider, do not commit yourself.'

He is floored. (and tries not to gape unattractively) 'Thank you,' he manages, in an accent of deep mortification.

He decides not to say another word; it is a lost cause anyway. Not to mention her vow to remain celibate forever.

He stops, as if on auto-pilot, in front of the wrought-iron double gates of the estate. 'You are going in, I suppose?'

(He hopes he did not sound far too desolate.)

Emma seems to consider for a moment, then tilts her head up to gaze at him, the sun catching off her hair. He raises his eyebrow, nonchalant. 'Ye…No,' she replies, with a fair amount of conviction. 'I…I should like to take another turn.' A beat, and she adds, 'Mr Perry is not gone.'

He does not dare to hope.

'I stopped you ungraciously, just now, Mr Knightley,' she is speaking, hesitantly; it reminds her of the day it was raining and she was so dismayed but so beautiful and he comforted her and she called him George. '…gave you pain.—But if you have any wish to speak to me openly as a friend, or to ask my opinion of any thing that you may have in contemplation—as a friend, indeed, you may command me.—I will hear whatever you like. I will tell you exactly what I think.'

She is nervous, he can tell. (also, her fingers are digging into his arm, and it is quite painful).

He takes in a deep breath. Why not take another go, since the perfect (well, almost) opportunity has presented itself?

'As a friend!—Emma, that I fear is a word—No, I have no wish—,' he feels himself grappling, reaching out blindly to seek the right words. Good god, he didn't know it would be so hard. 'Stay, yes, why should I hesitate?—I have gone too far already for concealment.' He mumbles softly, then speaks directly to her, 'Emma, I accept your offer.—extraordinary as it may seem, I accept it, and refer myself to you as a friend,' she is looking at him kindly, perplexedly, probably thinking he's lost his mind. (well, you know you always had a way with the ladies.)

And before he can stop himself (because his mouth had always been too big for his own good), he blurts, 'Tell me, then, have I no chance of ever succeeding?'

He stops, and gazes at her, and his eyes are so full of feeling, they tell her so much, that she is stunned. He continues, aware of his face flushing with a peculiar mixture of boldness and embarrassment and apprehension and love. 'My dearest Emma…' she blinks, an incredulous, hopeful expression on her face... 'for dearest you will always be…'

And the rest, as you know, is history.

--

And now, as he gazes at her, gliding down the aisle, clutching onto her father's arm, absolutely resplendent and glowing, her eyes not leaving his, he feels a great peace settle in his heart at last, as aching hurt and bitter jealousy and searing pain and broken hearts and rash denials settle into swirling, dissipating clouds.

Because he knows that, finally, he has his happy ending.

Thanks for reading! Please please review! :D