He suddenly felt the entire weight of the past 300 years pressing down on his chest as he walked away from the docks. The bloodshed, the theft, the women, the pain. He had painted himself black and he couldn't help but feel that he had earned every bit of the punishment he was being dealt. He wasn't meant to be happy.

There are no happy endings for villains.

Villains don't deserve happy endings.

He could barely breathe.

Ever since he had come back to Storybrooke, it was easy to believe that things could be normal again, easy to forget the overwhelming danger they were all facing. It was easy to forget because of her. Emma consumed the whole of his mind and her proximity commanded his attention. He couldn't see beyond the moment, couldn't remember the past. It was all her. He had felt like he could finally breath again after spending a year trying to forget about her. She was so close. He could feel her letting down her walls, allowing him inside ever so slowly. Emma was developing feelings for him. He could see it in the way she looked at him, in the way she said his name. It seemed so possible. Then, in an instant, he was crushed.

His mind jumped back his confrontation with Zelena hours before. He felt so stupid for letting his guard down. As he walked, Hook let the full repercussions of this curse wash over him. His very presence in Storybrooke put Emma and her family in danger. He knew he couldn't remain there any longer.

He was bound to a miserable purgatory; Unable, undeserving to walk in the light with the heroes, to be with the woman he loves and yet unable to go on living as the pirate he once was.

He began to walk faster; He knew what he had to do. Using his eye glass, he peered down the street into Granny's where Emma sat with her family. She looked so happy. He was glad, glad that the last time he saw her would be with a rare, easy smile gracing her lovely face. Killian stood there, lost for a moment, until he noticed Charming stand up from the table and make a move toward the door. He waited for a minute to see if the others were following behind. Instead, they remained at the table while David seemed to be retrieving his wallet from his truck. Hook acted quickly, emerging from around a corner, careful not to be caught in the light from the window.

Grabbing David's arm, he spoke low and urgently. "David-"

"Hook! You really shouldn't scare people like that. What are you doing lurking in dark alleys at night anyway? We're just about to get dessert, come join us!"

A polite smile barely twitched at the corners of Hook's mouth as he continued. He sighed.

"David, we need to talk.."

"Now Hook, I thought we agreed; We're just friends. There is nothing between us."

Had this daft fool been drinking?

Finally seeing the expression of pain and determination on Hook's face, his jovial tone changed.

"What's going on?"

Killian looked around as he spoke. "We can't talk here. It's not safe. I need to speak with you, without anyone else knowing."

A worried expression now colored the prince's face.

"Is everything, alright?"

"No. It's not. There has been a new.. development.. in our witch problem."

"We've got to tell the others, Regina and Emma have been working on a way to defeat her-"

As Charming started toward the door, Hook grabbed his arm and held it tightly, desperate for him to understand.

"No one can know."

Charming hesitated and looked confused as he met the pirate's eyes.

"Meet me at the Rabbit Hole tonight. Midnight."

He glanced back at the window where Snow and Emma were starting to peer out toward the street to find out where David could have gone. Brows still furrowed, he nodded.

"Ok."

/ / / / / / / / / / /

He waited in the darkest corner of the bar for Charming to arrive, hoping not be to noticed or bothered. He drank as he waited. He knew the next few hours would be almost too difficult to bear.

Finally Hook spotted Charming striding toward him. He looked apprehensively at his surroundings as he made his way over to the table.

"Do you think you could have picked a seedier meeting place?" His tone unsuccessfully attempting to diffuse the tension.

"People in a place like this are too busy tending to their own sorrows to care about another's conversation."

David raised his eyebrows as if to acknowledge his point. He didn't waste any more time.

"So, what's going on Hook?"

"Zelena accosted me on the docks tonight-"

"Wait, when you were with Ariel?"

"Ariel was never here, mate."

The prince paused in shock and bewilderment

"It was Zelena."

"But Emma said you guys checked in on her and Eric, that she found him!"

"Aye, that we did. But what they don't know is that she found him a long time ago and has been with him on that island ever since."

"What?! So today, the girl on the beach, the one you helped, it was Zelena the whole time?"

"Aye. She disguised herself in order to get close to me."

"What the hell happened?"

Hook paused as he tried to think of a way to keep the story simple without revealing too many unflattering details.

"When we were on the docks, one moment I was talking to Ariel, the next, Zelena. She disarmed me then cursed me."

David's brows furrowed as he stared intensely at the pirate.

"What do you mean? What kind of curse?"

Hook let out a frustrated sigh and looked down at the table, knowing the conversation was going to get a lot more uncomfortable.

"She cursed my lips. She said the next time I kiss Emma, all her magic will be gone."

Amid his concern, a brief look of amusement passed over the prince's lips, no doubt relishing the restriction placed between the pirate and his daughter.

"So then don't kiss her."

Killian struggled to keep his voice low despite his growing frustration.

"And you don't think I've thought of that! The witch said that if I didn't.. remove her powers.. she would kill everyone Emma loves. Her friends, her family, her son.. I won't allow that to happen."

Drawing a deep breath, David replied, "What are you going to do?"

"I'm leaving- removing myself from the game. Without me here, the witch will have no way to remove Emma's powers. With me gone, she won't try and harm any of you, that is, until she finds another way to leverage your lives."

David sat for a moment, rubbing his temples.

"You know she'll kill you if you try and leave."

"Aye. That she will." Hook gazed off beyond the prince. "Tis a small price to pay."

David's eyes lit with recognition as he heard his own words from Neverland echoed by the pirate.

"You don't know what you're saying- Regina and Emma, they will find a way to defeat Zelena- Regina has cast protective spells- No harm will come to my family. I will see to that."

Hook sat opposite him, completely unfazed. His mind was already made up.

"I leave tomorrow evening, just as soon as I can make ready a ship."

"We need to here to fight with us against Zelena. You can't leave Hook- there will be another way! Good always wins."

The heroic virtue that surrounded Charming fell in sharp contrast to the dingy bar where they sat.

Hook's roughish eyes met the prince's as he smiled bitterly.

"You're forgetting one thing, mate- I'm not good."

He started to make his way up, "And by the way, don't tell any of the others that I'm leaving."

David looked at him incredulously.

"So that's it?"

Hook nodded solemnly, "Aye. I will do what I must."

David stood in front of him, blocking his way as he stared intensely at the pirate.

"You won't leave her."

The look in David's eyes sent a chill down Hook's spine. He wasn't trying to call his bluff; It was a command. As much as David wouldn't admit it, he knew how much Killian meant to Emma. It was a look that said, "She's been through enough pain. Don't you dare break her heart."

Hook glared back at David.

He let out a deep breath, feeling less hostile and a hell of a lot more vulnerable.

"What the hell I am supposed to do, Dave?"

It came out more desperate than he intended. Though Hook didn't want him to know, his opinion really did matter. After all, that the reason he sought out David. There was a part of him that wanted to do things the hero's way.

David looked at him firmly.

"Stay. We'll tell Regina and figure out a way to fix this."

Hook nodded hesitantly. Charming gave a reassuring smile as he clapped his shoulder.

"It'll all work out. It always does."

/ / / / / / / /

They left the bar in a hurry and despite the late hour, did not hesitate in knocking urgently on Regina's door. Soon they found themselves face to face with an incensed evil queen who looked remarkably alert and put together for such an ungodly hour.

"What the hell is going on?" She stood imposingly in her silken gray pajamas with one hand still on the door. Her eyes darted between the two men on her doorstep. She looked Charming up and down.

"Have you been drinking?"

"Yes, but no, that's not why we're here-"

"Well, I'm sorry to disappoint you boys but I'm not in the mood for a slumber party."

Hook stepped forward, his eyes imploring her to understand.

"Regina, this is urgent. I've been cursed-"

She raised an elegant eyebrow in curiosity.

"And you want me to help you? Why should I do that?"

"Please- she's going to hurt Henry!"

The queen's eyes darkened and the taunting smile disappeared from her lips.

"Come inside."

She led them into her study and invited them to have a seat.

"Wait here."

She returned moments later with a dark silky robe now covering her gray pajamas. Now she stood in front of her desk, leaning back on it slightly.

"Now, explain to me what happened."

Killian cleared his throat, a bit flustered to once again be sharing the tale. He explained how Zelena disguised herself as Ariel, cornered him on the docks and cursed his lips. He explained the threats Zelena made against Emma and her family, namely Henry, should he refuse to kiss her.

"So, you want the curse broken so you can kiss Emma?" She spoke cooly and evenly as she wandered over to the bookshelf and silently pulled an old volume from its place.

Her words frustrated Killian.

"No. The curse needs to be broken so I no longer pose a threat to the safety of her and her family. I need it broken so that Emma's powers may remain intact."

As Regina opened the book in her hand and puzzled over the situation, a small smile tugged at the corners of her lips. She looked up to meet the captain's gaze.

"Tell me Hook, what were the exact circumstances under which Zelena was able to curse you."

He knew by her confident, amused expression that she had an idea of what it took to cast that certain curse.

"I already told you. She pretended to be the mermaid, she disarmed me, then she cursed me."

The queen feigned urgency. "Captain, we can't afford to leave out any detail. You must be more specific. What was your exact conversation?"

Regina looked at him knowingly while Charming waited anxiously for Hook to explain what was going on. Hook took note of the evident pleasure the queen was taking in watching him squirm.

Killian sighed and ran a tense hand through his hair before spilling his secrets.

"Ariel and I met during the lost year. She asked me to help her find her lost prince who had been captured by the same pirate who stole my ship. In the end, I chose recapturing my ship over the life of her prince.

That decision haunted me until the present and when I got the chance today, I confessed my shame to Ariel. Zelena had used that guilt to manipulate me. I told her I would do anything to take that choice back, to make things right. Then she made me swear it, to swear on the woman I love. And so I did, I swore on Emma Swan."

He kept his eyes low as he waited for their reaction. David gaped at the pirate's confession.

"You what?! You can't love Emma-"

Hook turned, looking rather defeated, to face David.

"After what happened in Neverland, I'm not sure you should be completely surprised, mate."

Regina looked on with an expression of both enjoyment and disgust.

"300 years of pillaging and plundering and now a kidnapped prince is all it takes to spoil your conscience? Captain, you've gone soft. I think I liked you better when you were a pirate."

Despite her jabs, Hook remained stone faced. If he didn't need her help, he would probably be threatening her. He hated feeling so exposed, so weak.

"So what can we do now?"

Regina continued thumbing through the old book in her hands.

"Well, unfortunately, the curse she cast is a strong one that is not easily broken. Breaking it will be especially challenging given that it was sealed by a love confession."

Her words fell heavily on his chest.

"Can it be broken?"

Seemingly unaffected by the pirate's plight, Regina replied matter-of-factly, "Well, yes, every curse can be broken, however, I'm not sure I will be able to do it. Zelena has been well trained and I don't know that I can undo what she has done."

It felt like a knife was being twisted into his heart.

"There is something though.. Tell me Hook, is Emma in love with you?"

His mind reeled at her bold question, replaying every moment of the past few months. His attempt to kiss her in New York, her constant jabs to his ego, her seeming indifference to his advances.. A quiet realization came over him.

"No." He replied flatly.

Was that a quiet chuckle he heard from the queen?

"Well, that is unfortunate Captain. Your pretty face buys you a lot, but never what you really want. Isn't that so?"

Damn. She was just like her mother. He wondered how she managed to be so cruel even as her son was in danger.

Regina's expression softened ever so slightly as she looked Killian squarely in the face.

"True love's kiss will break the curse, pirate."

Hook's eyes searched the queen's face, willing her to say something else, anything that could help. David stared blankly out the window.

The captain forced himself to regain his composure despite his aching heart.

"Well, this was an enormous waste of time. Thank you David, Regina."

He nodded mockingly to both of them as he stood to leave.

"As per my original decision, I will leave tomorrow evening. Now, if the two of you would be so kind, I request you keep this incident to yourselves, lest anyone else should try and stand in my way."

David looked up at him, his disappointment evident. He didn't try and stop him this time.

/ / / / / /

He felt his heart being torn to shreds inside his chest. For a flickering moment, he had once again dared to hope that there was a way to undo what was done, to make things right again. It was never meant to be. There was no way to make right the wrongs he had committed in his life.

Even if he found some way to lift the curse, the past could not be undone. He was doomed to pay the consequences of his mistakes.