Pairings: Emma/Jefferson, Emma/August, mention of Snow/James and Henry

Rating: M for sexual situations and a tiny bit of language

Disclaimer:I own nothing related to Once Upon a Time and am forever indebted to the actual writers who have created such inspiring characters.

Often, Emma took walks alone in the woods. She felt unusually drawn to them, especially in the cool evenings, and each walk she took drew her deeper within them. At first, August would protest. Regina was still on the loose, not to mention any number of unsavory people whose true natures were revealed with the return of their identities. But she assured him of her ability to protect herself, as she had for 28 years so far. She never meant to hurt him with this reminder, but registered the look of pain that spread across his face nonetheless. She cupped his cheeks in her hands and kissed the corner of his mouth, promising to keep her gun in tow at all times.

She smiled at the first crunch of leaves and twigs beneath her feet, and breathed in the musky forest air. How she had lived her entire life in cities was beyond her now, and she let the comforting breeze fold into her. She walked the familiar trail, ducked between branches and jumped over fallen logs, savoring the silence and sanctuary it brought. Reaching a fork in the trail, she started down the path that leads down toward the creek, as she had dozens of times before. But something stopped her. She looked toward the other path that snakes up the hill and a faint sense of familiarity washed over her. She knew where that path leads.

As if moving on their own accord, her legs slowly carried her up the foreign trail; her breath became ragged and uneven. Why was she doing this? She had no business going up this hill, no business seeing the outline of a large house set inside the woods, no reason to perceive the lights emanating from large portrait windows.

August would kill me, she thought. It had taken everything she had in her to convince him not to march up there and beat the man to a bloody pulp after she casually mentioned what happened all those months ago. And when they saw him around town or at the diner with his daughter, Emma could feel August tense. What she'd failed to mention was that not only had they been interacting on a regular basis, she actually considered Jefferson a friend.

He would pop up at the most seemingly random moments: next to her at the counter at Granny's, walking with Grace down the street of the small town, he even showed up miraculously with 2 cups of tea at the sheriff's station on a particularly difficult day. He was a changed man from the first time they encountered one another… seeing how happy he was that no one thought he was crazy anymore and finally having his daughter back, Emma found herself enjoying his company.

But this… this was crossing the line, and Emma knew it. Still, she was drawn to the house. Her stomach flipped as she approached the large oak doors. The setting sun cast an orange glow around her as she knocked gingerly. A patter of feet fluttered inside and the door swung open.

"Hi, Emma!" Grace exclaimed.

"Grace, who's at the door?" A familiar voice echoed paternally from another room. Perhaps the kitchen? She could hear pots clanking and smell something delicious… garlic and basil and the intoxicating aroma of fresh bread.

Grace turned her head and yelled, "Papa, it's Emma!"

Emma looked past Grace into the house, and saw Jefferson's face pop out from an archway; confusion melted into surprised delight.

"Emma! Come in, please!"

Whatever ulterior motives she had for coming here, she knew it was the wrong time and place to unearth them. But still, as if acting on their own accord, her legs carried her hesitantly inside the house.

Grace closed the door after her and ran off down the hall. Jefferson caught her and knelt down to eye-level. "Hey! No running in the house," he planted a kiss on her forehead before releasing her and she disappeared into another room, "and dinner will be ready in 10 minutes!"

Emma felt a pang of pride well within her as she watched the newly reunited father and daughter. She might not know how the hell she's supposed to save everyone else, but at least she had this one tiny victory. She stood silently in the foyer, a place she'd been once before. Jefferson turned to her, a grin warmed his face and his eyes were bright and friendly. It was a look of pride and hubris, which sharply contrasted the rage and self-loathing she saw during their first meeting. She'd gotten used to seeing him this way and even found herself looking forward to see him after extended absences. He wiped his hands on the striped apron tied around his waist and gestured for Emma to follow him.

"So what brings you all the way up here, sheriff?" He asked as he faced toward the stove and turned the heat up on the skillet.

"I'm not sure, actually… I was walking in the woods and I must have gotten turned around, then I recognized your house…"

Jefferson grinned to himself. He felt his face flush and took a deep breath, "Well, as long as you're here, why don't you stay for dinner? There's plenty, and I can take you home when we're done." He looked over his shoulder to gauge Emma's reaction and took note of the confused look on her face, "I bought a car!... I learned how to drive!"

Emma smiled at the sheer joy radiating off of Jefferson and agreed to stay.

After Grace asked to be excused, they finished eating and Emma gushed about how delicious the meal had been. "I'm so used to eating take out or frozen pizza… there's never time anymore to actually cook," she lamented. Jefferson laughed, watching her face.

He watched the creases of her eyes as she smiled, watched the line of her nose curve into the dimple above her lip, the fullness there and the angle of her jaw, her golden curls spilling over her shoulders, the light illuminating her collarbone.

Emma was suddenly extremely aware of Jefferson's gaze. She grew silent and looked away, a feeling of vulnerability washed over her.

Jefferson leaned forward, bringing his elbows to rest on the table between them, his eyes full of curiosity.

"Why did you really come here, Emma?" His voice was low, almost a rumble, "We both know you didn't get lost… you know those woods. You're in them nearly every night."

All at once it occurred to Emma that he could still be watching her. He could know her routine, what time she left for work and came home, witness her having an absolutely wretched day, seeing her walk into the diner with August's hand at the small of her back…

"I think it's time I got home, it's getting late. August must be wondering where I am."

He gritted his teeth in an attempt to curb the physical reaction to hearing the other man's name. It did not go unnoticed by Emma and she stood, heading to the kitchen with a pile of dirty dishes in tow. She deposited them in the sink and stood leaning forward on her hands against the marbled countertop. The warmth of his body was at her back, though he made no physical contact. Her skin tingled and burned beneath her clothes and her breath quickened. She turned to find him well within her personal space, his eyes half-lidded, flickering all over her face.

"Emma, please. Can't we just talk about what's going on here?"

"Nothing. Nothing is going on here." She found herself suddenly furious with him. He should know, better than most, that this was the last thing she needed in her life. With things as complicated as they were, she couldn't deal with another problem. "We had a nice friendly dinner and I'd really appreciate it if you would take me home. If you can't do that, I suppose I'll have to walk. Either way, I need to be going now, if you don't mind."

"But Emma, you're here. And I feel your magic. I know you might be confused right now, but please... we need to be together. We both know it."

Emma averted her eyes uncomfortably. She couldn't look at him. She knew if she did, it would be all over. The first night she'd met Jefferson, even in her captive state, she felt something for him and despite the comfort and security August brought to her, she couldn't shake him from her mind.

He often came to her in dreams – dreams far too passionate and real that made her blush when she thought of them during the day. In her sleepy haze, she would awaken and expected him to be next to her, realizing only when the clarity of the morning broke that he wasn't there. She shoved the thought from her mind and steeled herself. "I… am so grateful for your friendship, Jefferson. You are so important to me-"

"I want to be more than friends…" his voice was broken and thick with pain. He moved to close the already tight gap between them. His lips were a hair's breath from hers.

"I'm sorry, I just… can't…" She backed up into the counter, trying to escape him. With nowhere else to go, she gave him a pleading look.

The expression of torment that fell across his face nearly fractured her heart. Nearly. But she knew this was not the time to delve deeper into… whatever the hell he was talking about. She had August to think about. And Henry. And what would her parents think?

He kept her trapped in his gaze for another moment, staring intensely into her eyes and bit his lip as if to hold something in. Realizing he'd lost this battle, he backed off and disappeared into the hall. Emma took the welcome moment alone to recover. She brought a trembling hand to her lips where only moments before Jefferson's had nearly been and closed her eyes. She felt woozy and used a hand to grip the counter beside her. When she felt as though she had recovered she found Jefferson, keys in hand, studying her in the doorway.

"I'll take you home now."

Magic. He mentioned magic. Again. Why is it always about magic with him? Her mind raced in the silence as they drove down the wooded hill. The tension was palpable. She couldn't seem to regain her sense of clarity and resorted to taking shallow but steady breaths. Jefferson glanced nervously sideways at her, and it seemed to happen at the exact moments she stole glances at him. Emma finally resorted to starting out the window and Jefferson glued his eyes to the road.

"Emma," he said softly after she opened the door outside the unassuming little apartment building. She froze in place, one foot on the ground, one foot still in the car. Her heart nearly beat out of her chest as she turned her head barely enough to look at him. "Have a good night."

She nodded as politely as she could and made her exit, being sure to close the door with as little noise as possible. She heard him pull away and turned, slumping against the door to catch her breath at last and realized her hands were still shaking. She knew she couldn't go inside in this state. The time on her phone read just after 9. She jumped back down the steps and headed in the direction of the Rabbit Hole. A drink was in order. A strong drink.

Jefferson threw the car in park halfway up the hill. No one else lived on this road so he would be in no one's way and returning to his Grace in this state was not acceptable. He gripped the steering wheel, gritted his teeth, and growled in pain, in rage, in longing. What did he think would happen? He had been watching Emma since her arrival; he saw the stranger roll into town and witnessed the bond and mutual respect that grew between them. He was no match for August physically and he knew it. But he also couldn't escape the feelings he had for Emma. He knew the moment she appeared that she was special, and when he held her in his home as she drifted into oblivion, the magic she exuded did something to him. It was the most electrifying sensation he'd ever experienced.

After the curse broke and he knew she finally believed, the hope he felt at finally being able to experience her power was overwhelming. But he had a more pressing matter to begin with: his daughter. It took several days for her to get settled in the room he kept up for 28 years, and once he knew she felt safe and at home, he headed out to seek Emma. But by then it was too late. He could sense it almost immediately. She was constantly at the side of the writer, sitting close at the counter of Granny's, hands grazing in public. And in private, it was a much different matter altogether. The first night he watched August slip into Emma's bedroom, Jefferson had been physically ill. When Grace came to ask if he was all right, he assured her it was just the stomach flu.

His heart ached knowing she was just within reach. He tried to get on with his life, but it seemed like she was everywhere: at the diner, on the street, in the woods. She even made regular appearances in his dreams and he used this time to placate the burning desire he felt. Eventually he allowed himself to come close to her, to be around her. He learned to coordinate his entrances with her schedule, avoiding the times she was out in public with August, and even viewed on one occasion a particularly bad day she was having. He stopped into Granny's and got two Earl Greys to go and popped into her office. He was so drawn to her that any sense that he might be doing something wrong was overpowered by his need to be close to her. And he'd been so so close.

August felt the bed depress and blinked his eyes open. Emma was there, her back to him, removing her boots, jeans, and laid back on the mattress.

He managed to croak out her name. She looked surprised and rolled to face him, immediately pressing her mouth to him.

"Where have you been? It's almost 1 am." He asked after she released his lips. The taste of whisky was on her breath. She didn't just go to the woods tonight.

She continued to kiss his lips and throat, and moved to straddle him. The light streaming in from the window caught her face; her eyes were vacant yet profoundly sad. He felt a dread creep into his mind. It wasn't like Emma to come home late, to keep secrets. And now she seemed utterly despondent, like she was trying to prove something. But why?

"Emma, what's wrong? Are you ok?" He was worried now and tried to bring her face to meet his but she shook him off, ignored his questions, and continued to move her mouth against his skin. She pulled off her tank top and settled against the bareness of his chest.

"Make love to me." Her voice was anguished and a glint of wetness formed at the corners of her eyes. Movements became more frenzied as she fumbled to eliminate the remaining material separating them. August sat up, caught her elbows and examined her face fully. Her mouth twisted into an agonizing frown as tears came spilling down her cheeks. "Please?"

Slowly, he kissed the droplets from her face and gave in to her desperate plea.

Her nightly walks in the woods came to an end. August was glad for the extra time they were able to spend together and felt her return to her old self, letting whatever had disturbed her all those nights ago fade into oblivion. He never pried about that night and Emma was thankful. He was her rock, her constant and without him she would truly be lost. He was a man who had been by her side through it all. She couldn't say the same thing of Jefferson. She certainly had some pretty confusing feelings for him, this she clearly knew now, but she frequently reminded herself that her loyalty to August far outweighed any little crush she may have.

Jefferson's self-imposed house arrest was beginning to drive him mad. It had been weeks since his incident with Emma but he still wasn't sure if he could stand going into town with the possibility of running into her, even unplanned. He found the quiet of the house unbearable and felt his mind wandering back to the telescope. No, that part of his life was over. It had to be. All it had brought him since the curse broke was pain and heartache. He took hold of the instrument and smashed it to the ground, destroying the lens and his main source of information on the outside world along with it.

He paced through the broken glass and twisted metal. The overwhelming sensation of desperation seemed to weigh down his entire being. His only salvation was Grace – as long as she was in his life he would never be alone.

The weekend sleepover came faster than he was willing to accept. Trying to hide his sadness, he carried Grace's overnight bag to the car waiting outside and kissed her goodbye. He stood in the driveway after the she pulled away, torn between returning to his prison and risking an awkward situation.

The moment he stepped into the house, he immediately turned to leave. His boots clacked against the pavement as he strolled up and down the row of shops, past Rumplestilskin's pawnshop, the now functioning library, and hopped up the steps to Granny's Diner. Awkwardness be damned. As he approached the counter his eyes scanned the sea of familiar faces and abruptly fell on a group of four: Snow, James, the back of August's head and Henry's mop appearing just above the booth seat. Where was Emma? He stood frozen in place, all the air sucked from his chest as he waited for her to appear. Nothing. No Emma. She couldn't possibly be at work; after all it was a Saturday. His mind raced as he backed out of the diner, set off down the street, and broke into a near-sprint.

He came to a halt in front of the same building he'd been at weeks before, where he watched Emma climb the steps as he drove away. He froze there for a moment. Had anything changed from weeks ago? He wasn't sure, but he had to find out. With a renewed determination, he clambered through the entryway and up the narrow staircase that lead to her apartment. Light streamed between the cracks of the worn door. Emma was here. He could feel her magic pulsating through his skin. He knocked three times and stepped back.

"Jefferson!" Emma looked bewildered at the man before her, "What are you doing her?" She had sent Henry off with his grandparents and August to get some dinner while she feigned illness. Her deliberate attempt to avoid seeing Jefferson by not leaving the apartment had clearly backfired. Now her guard was down and he was soliciting her, uninvited.

"I must have gotten turned around."

Her fury rose once again. "Don't. Jefferson, I can't do this, you know I can't."

"But you want to." He took a step forward. He felt the conflict in her voice; noticed the redness of her cheeks deepen.

"That's beside the point." She immediately recognized her mistake.

His confidence gaining, he took another step directly into her personal space, "Can we please just talk?"

"I don't know, can you just talk?"

"I don't know."

Emma tensed and bit her lip but stepped aside. "Come in."

Jefferson examined the room. It was fitting for the two women. Inviting, cozy. His view of the place through his telescope was mostly obscured, although he could tell it was a little cramped with the addition of James, Henry, and August. He repressed the shudder that welled in his spine.

"Would you like a cup of cocoa? I just put milk on the stove…"

"That would be nice, thanks," he tried to make his voice sound as even as possible and strolled around the room.

She prepared the cocoa in silence, finishing off the mugs each with a sprinkle of cinnamon. She turned and offered him a cup, and held hers protectively with both hands, keeping the kitchen island between them. "Well, you wanted to talk so… talk."

Jefferson took a sip of the steaming cocoa and licked his lips. "I'm not really sure where to begin," he admitted.

"How about at the part where you nearly kissed me?" She replied flatly.

"That was wildly inappropriate of me, I'm sorry. But you have to understand… I was so desperate to get Grace back… and once I had her… I lost you." He set the mug on the counter and leaned on his hands. Emma clutched her cup tighter in an attempt to hide the affect he was having on her physically. He looked up, unexpected sadness welling in his eyes. She opened her mouth to speak, but no words came.

"You're all I think about, Emma. I tried to shake you, but I just can't," Jefferson pushed of his hands and slowly rounded the island, passing into her personal space once again. Emma tensed as his fingers grazed the bare skin of her shoulder, then arm, sliding down to her waist. He was behind her now, his face nuzzling her perfect golden hair. He moved in closer and felt her relax and lean into him. His mouth was at her ear and his voice was barely a whisper, "I need you, Emma Swan, we need each other. I can feel your magic swell when I'm near you… don't you feel that? I know it doesn't make any sense, but I need you to survive, I need you like air. I know you need me too."

Emma's eyes closed and a small noise escaped her throat. She leaned back into him and breathed in his scent, something she hadn't realized she'd missed since the first time they met. It was musky and sweet, with a faint essence of tea.

The mug slipped from her hands and landed with a crash on the floor. She spun around and wrapped her arms around his neck, leaving a fraction of an inch between them. This is crazy, what I'm I doing? She screamed in her mind, but resisting was no longer an option. She briefly thought of August… sweet, honorable August. Even at the height of their passion, it paled in comparison to what she was feeling now, and she couldn't deny it any longer.

She became aware of his hands, one rubbing circles on her back and one buried in her hair, igniting her flesh at once and sending bolts of electricity up her spine. She studied his face greedily, as if she couldn't see enough of him. His eyes were wild and hungry and his mouth… his mouth…

She leaned forward ever so slightly and caught his lips between hers. This was wrong wrong wrong but so so right. His taste was intoxicating. She went over the edge and knew she could never go back. Her legs parted slightly and he turned to pin her against the counter with his hips, using his hands for leverage. Oh how he'd longed for this moment. He let out a deep groan and ground into her. His mouth moved to kiss the line of her jaw and down her neck, nibbling and licking all the way to her collarbone. Her head lolled back in pleasure and she buried her hands in his hair.

It was as if the entire world around them disappeared. Nothing else existed but the movement of their bodies. And it felt so utterly good.

Jefferson's hands worked the material of Emma's black tank top over her head as her fingers flew down the buttons of his vest and shirt. His mouth moved back to hers while she explored the smooth skin of his chest and abs, and his hands moved toward the clasp of her bra.

Emma's conscience fought its unwelcome way to the surface and suddenly everything came rushing back into focus. "No, no, we have to stop," Emma gasped between kisses, "Everyone will be home soon."

Jefferson groaned and hesitantly loosened his grip on her. She was right, and he couldn't be caught here in a compromising position. They reluctantly righted their clothing and stood facing each other.

"So what happens next?"

"I'm not sure," Emma huffed. Her mind was hazy from the endorphin release of their contact. This can't possibly be happening, she thought. But it was.

And now she would be forced to pick up the pieces of what she'd clearly broken.

She sat nervously on the couch. She tapped her foot absent-mindedly. The minutes ticked painfully by. When she felt as though her brain might explode, she stood and paced from the living room to the kitchen, biting her lip and wringing her hands. Moments before, Jefferson departed and she moved quickly to clean the cocoa from the floor and dropped the ceramic shards into the garbage.

At last, the door creaked open and the sound of cheery laughter filled the room.

Emma put on her most convincingly happy face, "How was dinner?"

"It was amazing! Red showed me her wolf eyes!" Henry exclaimed.

"I told him she could control it, but he had to see for himself," Snow laughed and patted her grandson on the head. Her other arm was around the waist of her husband who looked equally as amused. "Well, James and I are just about exhausted. Goodnight, everyone!" They headed up the stairs and disappeared into their room.

"Henry, why don't you go take a shower before bed, hm?"

August noticed something in Emma's voice. This is it, he thought as his gut twisted with despair. He knew whatever happened in the woods would come back to haunt them sooner or later, though he hoped he would've had more time before it came.

Waiting until he heard the bathroom door latch he said finally, "Emma, you have to tell me what's wrong."

She slumped onto the couch and twisted her fingers together. Pain seared across her chest.

"Emma, please just tell me."

She searched the farthest reaches of her mind for how to explain to the person who was responsible for saving her life, the person she had come to adore and trust above all others, that she was in love with another man.

"Emma." His voice was low and thick. She lifted her eyes to meet his. "Is it someone else?"

This really was it.

"August, no!" She pleaded with him not to go, not to find Jefferson and do whatever it was he planned on doing. He shook her hands from his arm and grabbed his keys from the counter as well as her own, and stormed out the door.

"Emma, what's going on?" Snow appeared at the top of the stairs.

"I need to borrow your car, where are your keys?"

"Right pocket of my jacket… Emma what's happening?"

"I'll explain everything later, I have to go!" She slammed the door behind her and bounded down the steps. August's motorcycle was already down the street and quickly fading out of sight.

She sped up the road to Jefferson's house, her heart pounding and tears pouring from her eyes. Two figures came into view and she slammed on the old brakes of her mother's car.

"August, stop!" She screamed as she raced toward the two men.

"Do you love her?" His voice sounded different than Emma had expected. Instead of the rage she feared, it was desperate and genuine. He was out of breath and towering over the other man, hands balled into fists at his side. Emma was stopped dead in her tracks. She suddenly realized that all the times August tensed at Jefferson's presence, it wasn't out of anger or a desire for vengeance… he was aware of the magical connection they had. He'd felt it pass between them and it wasn't something he ever felt with her.

"I said: do you love her?" His voice rose threateningly.

"Y—yes. I do. I love her." Jefferson's eyes were frantic, confused. They darted between the man that stood before him and the woman he couldn't live without.

Emma saw August relax. He hung his head and started toward his bike. "Then you need to take care of her. Be good to her. Cause she's a pretty amazing woman." He looked up at her. It was so hard to let her go. He had been there when she needed him, when they needed each other, but everything was still changing and now it was time to move on.

"Thank you," she sighed in relief and approached him slowly, wrapping him in a hug.

They stood hand-in-hand and watched August ride off down the hill.

"So you love me, huh?" Emma asked playfully, moving toward the car. Jefferson climbed into the passenger seat as the engine roared to life.

"I couldn't very well have said, no, could I?"

"I couldn't have either." She leaned into him, pressing her lips briefly against his.

"I think I remember having something that needs finishing at home," his voice was wry and seductive, "and Grace will be gone until tomorrow afternoon…"

"I seem to remember the same thing," Emma smirked and pulled the car into drive.

They didn't even make it all the way to the house before their clothes started going. Emma knew her mother would be furious when she found out were doing in her car, but as the first moan of bliss came rumbling from Emma's throat, she didn't really care.

A/N: This story is so much longer than I ever expected it to be. I can't not write plot apparently. I couldn't just split August and Emma up right away, I really wanted Emma to suffer through this decision like anyone would. I also didn't think Emma was the hardcore cheating type, so I had to stop them before they went too too far. Anyhow, I hope you enjoyed reading this. It really was a labor of love for me to write.