Just a little drabble that is now my headcanon after seeing the muscle memory scene.

"Where are we going?" Emma asked as Killian led her to towards the docks.

"You'll see," he replied.

"Killian, I have to meet Regina in her office in an hour," she said. "It's been a week since Henry found those books and we aren't any closer to finding information on this … author."

"This won't take long, love," Killian said. "Trust me."

Emma gave him a lopsided smile. "Okay. But at least tell me what we're doing in this part of town." She looked around at the empty buildings. It was Sunday and they were in Storybrooke's business district. On a regular day it didn't get a lot of foot traffic but on the weekend it was practically abandoned.

"It's time you learned how to sword fight," he told her.

Emma stopped in her tracks. "I know how to use a sword."

"You may know how to hold a sword but I'm sorry to say, my dear, but you do not know how to use one," Killian said. "Now come on."

He motioned for her to follow him as he ducked into a wide alleyway. Emma sighed and stomped her feet a little as she followed him. He picked up his cutlass and Emma noticed that there was a similar one next to it.

"Where's you get that?" she asked.

"Mr. Smee doesn't use his cutlass much in Storybrooke so I … borrowed it," Killian said. He picked up the sword and gently tossed it to her. Emma caught it and gave him a smirk.

"See?" she said with a raised eyebrow. "I told you I know how to use a sword."

"Aye, lass," Killian chuckled. "You have the makings of a talented sword fighter. You just need the right teacher."

"Funny, shouldn't a teacher actually be able to beat his student?" she challenged.

Killian just raised an eyebrow as he raised his sword. Emma did the same and Killian clashed his blade into hers. She blocked him with one or two impressive moves before he circled his sword around hers and she lost her grip on the handle. The cutlass went clattering to the ground.

"You were saying?" he said with a devilish grin on her face.

"I wasn't ready," she said, picking up the sword and facing him again. This time she wore a stern expression and she watched him carefully as he moved closer.

One, two, three times he thrust and she parried before he disarmed her again.

"Don't you dare laugh," she warned.

"I wasn't going to," he said. "I'm just proving a point that you need some instruction."

"So, you're telling me that I just got lucky that time we fought?" Emma asked.

Killian could hear the exasperation in her voice and he tried not to smile but a grin slowly crept onto his face. Emma's glare softened as realization dawned on her.

"You let me win, didn't you?" she said incredulously.

"Suffice to say I wasn't trying to hurt you," he said. He rubbed his jaw and gave her a wounded expression. "I did not anticipate you knocking me out cold with the compass that I helped you obtain."

Emma rolled her eyes and ignored the comment. "Why did you let me win?"

"I told you, Emma. I like a fair fight. It was clear you hadn't much experience with a sword," he said. "And you were so passionate about getting home to your boy."

"A hero even when you're a villain," Emma said with a smile. She picked up the cutlass and stepped closer to him. "I guess I'd better let you teach me how to use this, then. Where do we start?"

"Well, love, it won't be easy," he said. He put his cutlass down and walked behind her, covering her hand with his. "It's going to take hours of practice with me every day if you want to be able to hold your own in a fight."

She leaned into him and let him control the movements of her arm. She turned her head back to him and watched as he guided the sword in motions that at first felt strange. His precision mesmerized her and she thought that maybe some lessons with him were just what she needed.