Author's note: So I missed writing solely for Captain Swan. After poll on Tumblr, I decided to tackle this AU alongside working on Unbound. Updates might be slow but I'm really excited about this little AU. And yes, since it's me, there WILL be smut. Eventually. ;)

Disclaimer: Not even close.

Chapter 1

"You've got to be kidding me."

Emma scowled at the screen, convinced there had to be a mistake. She couldn't be that short. She'd never get that internship if she couldn't save enough money to live in the state capitol for three months.

"What's wrong?" Elsa asked warily. Elsa had learned early in their freshman year to be wary of Emma's moods. Elsa's gentle temperament smoothed out Emma's rough edges; it was why they remained friends after being thrown together randomly in the dorms.

Emma still scowled at her laptop. "Financial aid got dispersed."

"And?"

Emma sighed. "According to this, I only have a few hundred dollars left over."

"Did they not deposit it in your account again?"

"No, it's there, just not as much as I thought." She tossed a pen into the wall; it made a dull thud against the drywall. The miniature violence did not make her feel better.

"Your tuition's covered, right?"

"Yeah, but I needed that extra cash to cover getting that internship at the AG's office, remember?" Emma was starting her senior year, in the process of finishing a degree in criminal justice. When her professor mentioned the state attorney general was offering a summer internship, Emma knew she had to get it. It would be the ideal thing before starting law school.

Elsa's face fell. "Right. Sorry. But you still have some time. Maybe you could get Granny to give you some more hours?"

"Do you want me to come home smelling like stale coffee and pastry every night? Yuck." Like many college students, Emma had a job; she worked almost thirty hours a week at Granny's 24 hour diner. Granny Lucas was the best, accommodating to crazy study schedules and tests, giving Emma the money to do important things like eat, put gas in her Bug and pay her share of the rent. But it was barely enough to live on.

This was a college town and almost all the jobs reflected that fact.

Emma closed her laptop with a snap. "Besides, I still need to study for the LSATs. Can't do that if I'm spending all my free time at the diner."

"So what are you going to do?"

"Try to sweet talk the bursar?"

Elsa looked stern. "Emma, I don't think a short skirt and a wounded little girl act is going to work in this case."

Emma shrugged. "Won't know until you try, right?" She wasn't actually going to do that. But it couldn't hurt to check and make sure a mistake hadn't been made.

First thing the next day, Emma stood in line for three hours waiting to see the bursar. It was the first day of classes; it looked like no one was actually in class, they were all milling around the bursar's office. Emma got nothing for her trouble, just an apologetic look and a pat on the hand by the kindly old lady who worked there. Dejected, Emma caught the campus loop to her only class of the day, silently wondering how she was going to earn the cash she needed.

When she got home, Elsa practically shoved a flier in her face. "Emma! Look!"

"Geez, Elsa, lemme get in the door," she grumbled, taking the flier from her friend. Emma dumped her bag and examined the flier. "A model?"

Elsa was bouncing on the balls of her feet. "I saw this when I went to class this morning. Professor Jones is looking for a model for his figure drawing classes. It's perfect!"

Emma blinked. "Sorry, did you say figure drawing?"

Elsa, who was an art major herself, didn't bat an eye. "Well, yeah. It's not a big deal. I took it!"

"Elsa, you sculpt."

"Basic requirements, Emma. You know how this works. Anyway, all you have to do is show up a handful of hours a week. You sit still and let them draw. Easy."

"Have you ever known me to be the 'sit still' type?" Emma said in exasperation, using her patented air quotes.

"You can spend your time staring at Professor Jones," Elsa continued as if Emma hadn't spoken. "Everyone else does."

"Elsa..."

"Emma, have you seen him? His classes are always packed because girls trail after him like lost puppies! He's got that tall, dark handsome thing going on. And he's got an accent."

"Maybe you should model for him."

Elsa looked at her in horror. "No way. An artist is never her own subject."

"What about self portraits?"

"Emma, be serious. You need some extra cash. Something that doesn't clash with your schedule. You're on campus anyway, hanging out in the library. A short walk to the art building doesn't seem like that big a sacrifice."

Emma opened her mouth to argue, but promptly closed it. Elsa had a point. Judging by the flier it was a relatively painless job, that paid decently and only required a few hours of her time. From a practical standpoint, it seemed to be the answer to all her problems. "What about this Professor Jones? He's not some weird perv, is he?"

Elsa rolled her eyes. "He seems perfectly sane. He's very polite, respectful. We had two models when I took that class and he was very nice to them. The only complaint I've ever heard about him is that he seems to be immune to his fangirls."

Emma snickered. "Fangirls?"

Elsa grinned. "Remember that scene from Indiana Jones? It's like that, multiplied by about ten. He's single as far as anyone can tell. He just doesn't date."

So much gossip in the art department! "Maybe he's gay?"

Elsa shook her head. "Definitely not."

"How do you know?"

"Emma, I'm an artist. Trust me. If that man is gay, I'll eat a handful of modeling clay."

"Well, we wouldn't want that." Emma looked at the flier again. "I just don't know if I'd be cutout for something like this."

Elsa put her hands on Emma's shoulders. "Are you kidding me right now? He'd be crazy not to take you. I can't really vouch for the quality of the students, but they would have a very pretty subject."

Emma flushed. It wasn't that she was arrogant or immodest. It was more of spending most of her time trying to get people to see past her pretty face and take her seriously. She worked really hard, got top grades. This...would solely be about her physical appearance. But it was a job. There were worse things she could do than let some beginner art students draw her for a semester.

"I'll stop by, okay? He'll probably have the spot filled before I even get there."

Elsa smiled happily and offered to make them some dinner before Emma's shift at the diner.

Killian sat morosely at his desk. His teaching assistant had dropped off the head shots of the usual suspects; young would be models who desperately wanted to be the subject for his class. Generally, he only went to them as a last resort, preferring to employ a struggling student or two. He remembered all too well how much school cost; easing that burden seemed like a good thing to do.

Killian's own work sat untouched in the corner. The blank canvas taunted him, but he couldn't bring himself to work. Over the last couple of years, he felt more and more of his passion for art fade, almost like a part of him had dried up. He'd come to teaching almost by accident, inspired by one of his own professors back in England. But he'd always had time for his own work, using his own experience with creating to infuse his teaching.

He wasn't sure what was eating at him. His brother was fine, working his way up the corporate ladder in London. He mocked Killian endlessly for taking the job in America, not truly understanding the reason Killian wanted to get away. He'd kept his relationship with Milah a closely guarded secret, hence her betrayal hit him doubly hard. Rather than listen to his brother's lecture, Killian decamped for America, seeking a fresh start.

He got it, taking up residence in the quiet Pennsylvania college town. There he could teach and draw and paint, allowing his wounded heart to heal. The pain lessened with time, eventually scabbing over as he gained perspective. He liked his little home, he enjoyed his job. It was quiet and secure. But more and more he felt a restlessness creeping in, sapping his creativity. In class, he moved by rote, hands moving in practiced strokes, but there was no feeling in it, no joy. When he tried to work from his little home studio, he either didn't create at all or what he did manage was so awful he chucked the drawings in the bin.

He was becoming a joke, even to himself.

A fist rapped lightly on his office door. "Professor Jones?" a female voice asked. His desk faced the wall; he had to turn to see his visitor. He was already opening his mouth to dismiss her...until their eyes locked.

Soft emerald eyes. Sparkling with intelligence. Wit. Determination. Framed by thick black lashes. Killian blinked, trying to remember how to breathe. Slowly, he took in the rest of her face. The girl—no woman judging by the soft curves—was stunning. High cheekbones, delicate features. Lips pink and parted in a nervous smile. Long golden tresses that hung almost to her waist. It stunned him how badly he wanted to run his fingers through it, feel the smoothness.

Even as casually dressed as she was, Killian saw she was beautiful. There was an air about her that called to him, a pull so strong it shook him. He gave his head a little shake; she was speaking and he wasn't even listening.

"Sorry to bother you, Professor. Your TA said you'd be here."

Killian snapped his attention back into place, adopting a professional demeanor. "May I help you, Miss..."

"Swan, Emma Swan." She shifted her weight from one foot to the other. "My roommate took your class a couple of years ago? Elsa?"

Killian thought. "Oh yes, I remember. Talented lass. She's in the sculpture track, if I recall."

Emma visibly relaxed. "Yeah. Anyway, she mentioned that you were looking for a model for your class? Is that spot still open?"

Killian looked her up and down. She was pretty enough to be a model, but he suspected that wasn't her true vocation. "Have you ever modeled before, Miss Swan?"

Emma shook her head. "No. I'm a criminal justice major."

"And what makes you think you'd be right for this? It can be frightfully boring. I suspect you're not fond of boring."

Emma cocked her head in surprise, eyes widening a little. Clearly, he'd hit a bit of a nerve. "I can do it," she said stubbornly. Fiery, he liked that.

Still, this was a job. "But why this?"

Emma hoisted her heavy bag higher on her shoulder. His artist's eye took in the fluid way she moved; it intrigued him. "Honestly?"

"That would be preferable, as to not waste either of our time."

"I'm just trying to earn some extra money so I can apply for a summer internship at the Attorney General's office," she said seriously.

"Planning on law school?"

"Is there something wrong with law school? Or is it me you have a problem with?" she snapped.

Killian chuckled. "Who says I have a problem with you?" He stood. "This is clearly a job of last resort. You don't like getting special treatment because of your looks. And yet, here you are, willing to ply those looks to help further your career of choice. There's no shame in that. It shows a flexibility that could be vital to you excelling in this task." As he spoke, his voice dropped; it was quite unconscious, but he enjoyed the way her cheeked tinged pink all the same. "Think of it as a challenge, Miss Swan."

"A challenge?" She raised a curious brow at him. Only the slight twinge in her jaw gave away that she was anything but indifferent to him. He didn't know why he cared so much, but this was the most alive he'd felt in ages.

"Miss Swan, I have an entire pile of photographs on my desk. Pictures of people who would love to have this job. Shallow, vapid people who live on their pretty sculpted faces. But you...you're real. I think you are just the challenge my students need."

Emma raised her chin defiantly, those gorgeous green eyes burning with a desire to meet his challenge. Yes, she would be the most intriguing subject. And perhaps not simply for his students. "When do I start?"

"Friday? Intro course starts at 10:05."

"I'll be there."

Emma showed up to the designated room fifteen minutes early on Friday. Part of her wondered what in the hell she was thinking by actually going through with this, but she just wasn't the type of person to back down from a challenge. Maybe that made her stubborn and obstinate. Or bull headed as Elsa liked to say.

It had served her well in the past, so why not?

The why not stepped into the room five minutes after she did. Professor Jones (should she call him Dr. Jones? Did you need a doctorate to teach art?) seemed a bit preoccupied when he came in, taking a minute or so to notice her.

"Ah, Miss Swan. Thank you for being so prompt."

Do not let him see anything, she reminded herself as she kept her face impassive. "I'm usually early. Is there anything I need to know?"

Jones laid aside his briefcase; Emma noticed the charcoal smudges on his hands. Had he been working before showing up? Drawing? Why did she even care? She lived with an artist; sometimes even calm Elsa woke up in the middle of the night to make a rough sketch of something she wanted to sculpt. Emma had learned to cope with the quirk.

He smiled and started to speak, explaining what exactly would be required of her, but Emma only half paid attention. Which irked her because she always paid attention. Being focused and driven got her good grades and better than decent shot at getting into some top law schools.

Damn you, Elsa. When Elsa had described her former teacher, Emma pictured someone older; older men could be attractive. Not to her but then again she and Elsa had very different taste in men. All of Emma's professors were in their late thirties to fifties; it was what she knew. Hence she was not prepared when she met Professor Killian Jones.

He discombobulated her from the moment their eyes met. His were a forget-me-not blue, initially a bit dull, but sparking to life as they spoke. It made him look even younger than he was and he was much younger than Emma expected. Late twenties, perhaps? He was taller than her, inky black hair that was a bit unruly, cheeks and chin covered in scruff. His button down shirt was open at the neck, revealing dark chest hair. Honestly, he reminded her more of a rocker than a professor.

But then, as now, it was that voice that really got to her. She didn't want to believe she was that girl, the kind who swooned (and Emma Swan absolutely did not swoon, next question) over an accent, but Jesus Fucking Christ. His voice was smooth as silk, settling deep in her gut. As their conversation continued it got lower, as if he was relishing pushing all her buttons.

And that scared the shit out of her.

Emma wasn't an outgoing person; she kept to herself, only had a small circle of friends. It wasn't her nature and she was too busy anyway. Elsa was one of the few people she'd opened up to about her past and that had been over an insanely expensive bottle of Jack. So for this man who barely knew her to so blatantly call her out on her issues...she reacted in typical Emma fashion, with sarcasm and confrontation. The he'd all but said she couldn't do the stupid job and that was the last straw.

So here she was two days later in a room with the man and waiting for a bunch of freshmen and sophomores to try their hand at drawing her. Damn her pride.

But she wouldn't back out. And she did need the money from this job. All she had to do was ignore Killian Jones. Easy.

"Nothing too strenuous today, Miss Swan," Professor Jones was saying. "Just a simple portrait. All you need to do is remain still and let your mind wander. Or not." He smirked. "Whichever you prefer."

"Right," Emma replied. She looked up at the raised platform in the front of the room. "Up there?"

"Aye. I'll start class, introduce you, then let them work. Observing. Sure you can handle it?"

Emma rolled her eyes. "No problem." She turned her back on him and stalked up to the little platform, digging a book out of her bag to read until her attention was required.

The room was already filling; this intro course had about fifty students. Chairs and easels cluttered the space; everyone seemed to have claimed their place, some of the looking at Emma curiously. One or two of the boys eyed her appraisingly, which she ignored. The last thing she needed was some pimply freshmen to get fresh with her.

The clock on the back wall read 10:05 and Professor Jones called the class to order. Emma quietly slid her book back into her bag, mildly curious as to how he taught. He stood with his back to her, which did nothing for her vow to ignore him. He was dressed in a button down blue shirt and trim waistcoat, jeans clinging to his hips. Jeans he filled out very nicely.

Emma shook her head and scanned the crowd instead. Elsa hadn't exaggerated; the ratio of females to males was easily three to one. Every girl stared at him, clearly enamored. Okay, the guy was attractive, but really? Emma would never say this to her friend, but art didn't seem like a very serious option as a career.

"Good morning, everyone," Professor Jones said. "As you can see, we have a visitor today. And will, hopefully, for the rest of the semester." Emma didn't miss the way his voice lingered on the word hopefully. Was he still implying she couldn't handle this job? Ugh. Jones stepped aside so the class could get a good look at her. "This is Emma Swan. She has graciously agreed to be our model for this class, so treat her with the same respect you would any subject. Any untoward behavior, Mr. Collins, will be swiftly dealt with." Everyone's eyes turned to the boy in question, who flushed and busied himself with re-positioning his easel.

"Now this class is designed to teach you to properly capture the human form. Let me be clear...there is no right way. Nor is there a wrong way. You, the artist, must draw or paint what you see." Jones started to pace in front of them, his voice warming, filled with passion. Emma couldn't take her eyes off him. "I will be here to guide you, to show you techniques, to find your unique artistic voice. Even if you think you don't have one," he added with a grin. Emma could have sworn he was looking at her but quickly dismissed it. "Do not be afraid to fail, to make a mistake. Your art comes from within yourself; therefore it can not be wrong. Art isn't about lines or shapes or even perfection. Art is about life."

He paused, his passionate ramblings at an end. He seemed to come back to himself, standing up straighter. "Today I would like you to begin a portrait sketch of Miss Swan."

"Under these lights?" a girl asked.

"Is that a problem?"

"Well, they're not very flattering."

Emma's eyes narrowed, tempted to retort. But Jones beat her to it. "This is a basic exercise, Miss Welch. We will work with light and shadow in due course. That said, I believe Miss Swan does not require any artificial enhancement."

Emma felt the flush creep up her neck. Had he just implied what she thought he was implying? She didn't have a chance to ask, as she now had to sit still. She tried to relax, but it was more difficult than she expected with fifty pairs of eyes staring at her critically. She fidgeted, eyes darting around, licking her lips. There were a couple of scowls and she stopped, focusing on the back wall.

This was way more difficult than it looked.

It didn't help that Professor Jones stalked around the room, observing. At first, his attention stayed on the students, but Emma felt his eyes on her. He would glance at the drawing under scrutiny then at her, then back. Sometimes his face grew stormy, his blue eyes darkening. She couldn't imagine why. Then he'd look back at her and their eyes would meet.

Emma broke contact first, letting out a breath she hadn't realized she was holding. There was something in his gaze that unsettled her, but not in a bad way. She didn't feel threatened by him. Just confused. What did he see when he looked at her?

She was striking. That was the thought that ran over and over in his head as he went around the room. No matter where Killian stood, his eyes always came back to her. Sure, he was comparing her to the sketches but he'd never paid this much attention to a model before. There was just something about her that drew him in.

Killian could tell she was uncomfortable; the minute twitch in her jaw, the faintly pink tinge to her cheeks. She wasn't accustomed to being stared at, which struck him as absurd. Emma Swan was a beautiful young woman and would mostly likely become even more beautiful as she aged. She still carried just a hint of roundness to her face, giving her an almost innocent quality. It was such a contrast to her prickly personality, at least what he had observed of it.

There was a painful history she tried to hide, he was sure of it. It lingered in those bright green eyes, making her sarcastic and wary.

He had to stop looking at her. To his relief, someone asked him a question and he busied himself with answering it. He absolutely would not think about placing Emma in a more private setting so he could sketch her himself. She was still a student, even if strictly speaking, she wasn't his student.

The class ended fifteen minutes later. While his students put their work away, Killian busied himself with his briefcase. He'd stop by the cafeteria and grab lunch on the way to his office. He suddenly had an urge to put his jumbled emotions on canvas.

"Professor Jones?"

He looked up to see Emma looking at him expectantly. "Well done, Miss Swan," he said, smoothly. Whatever his own emotions, she had done a respectable job. "I'm impressed."

She smiled; it lit up her face and he groaned inwardly. "See you this afternoon?"

It took him a moment to figure out what she was talking about. His advanced class met in the afternoons. "Aye, I'd say you've earned the job."

"Fantastic."

She started to leave, but Killian just had to get in the last word. "I'm sure we'll have a very interesting time together, Miss Swan."

She cocked her head, her face unreadable. He wanted to know what she was thinking. At length, she nodded and left.

That night, he couldn't sleep. His dreams were haunted by a pair of defiant green eyes. Over the years, he'd discovered that painting or sketching his dreams would help him sleep. Restless, he headed down to his studio in the middle of the night, working, working, working. It took him most of the night, but he finally thought he captured the hidden depths that haunted him.

At dawn, he collapsed his bed, pleased. He had no idea just what he had begun.