Henry Mills knew he was a smart kid. Besides being told just that by pretty much every grown up he knew, he also was a lot more self aware than your average eleven year old. Indeed, he looked at other kids his age whose only concerns were computer games and who made the soft ball team and just knew he was different. That isn't to say he wasn't interested in the same things they were - he had a lego collection to rival any elementary schooler. But he had passed the age when he was solely wrapped up in himself and instead his awareness of the world, and those around him, was starting to colour his attitudes and behaviour.

He liked to watch other people - kids and adults -figuring out as best he could what was going on in their heads. What motivated them. In that was he was a thinker, an observer, but also a man of action. After all, how many eleven year olds could have not only located their birth mom but then successfully got to their apartment - in another state- with just a pilfered credit card? He was actually even pretty sure his adoptive mom had been somewhat impressed by that, despite the fact she had yelled at him for a good half hour when he finally returned with Emma in tow.

Currently the one person who had taken up a lot of his thinking time was his mom - his birth mom that is. It had only been a few months since she had made the move to be closer to him. Having her around just felt right, like all the time before he had found her, there had been this nagging feeling that he was missing something and now everything just felt… complete. He knew she was happy too. Sometimes he caught her looking at him, when she didn't think he noticed, with a contented smile on her face.

But, still, there was something missing. He knew she had had a difficult life, she'd told him enough for him to work that out (he was smart, after all). Yet there was something more, loneliness he decided it was. Even though she had him now, she had been by herself for a long time. She reminded him of his other mom and how she had acted before she had found her fiance, Robin. Prickly and defensive. Since she had started dating the local park warden, she had been so much more relaxed. He knew she would deny it but Robin had somehow completed her.

Henry being a problem solver, decided that if he could do something about his other mom's singleness that would make her happier. It worked for Regina, it should work for her too? He just had to find a suitable guy and Storybrooke wasn't exactly full of eligible men of the right age. He'd been looking and so far all his efforts had proven that every guy was either way too old, way too young or way too married.

So it was quite unexpected when the opportunity to do something about his mom's predicament literally walked into him.

Sat upon the mayoral desk, legs dangling, Henry jabbed at his phone, sighing as he saw the time. His mom had promised to take him to the park after her meeting but it seemed to be taking forever. Shoving his phone into his pocket, he decided to take a walk to the vending machine in the lobby area of the town hall. His mom never kept anything other than fruit in her office and right now, he needed candy. He reached for the handle of the etched glass door, just as it swung open, almost slamming him in the face.

"Hey!" he cried, jumping back as an extravagant arrangement of flowers descended upon him.

"Oh!" The large floral display dipped to one side and a smiling face looked down at him. "Sorry lad, didn't see you there."

"Clearly," Henry replied, folding his arms as he assessed the stranger before him. The stranger matched his look, drawing back on his heels as he registered the strangeness of a elementary school kid hanging out in the mayor's office.

"And you are?" he asked, arching a brow.

"Henry. Henry Mills."

"As in Mayor Mills?"

"I'm her son," Henry quipped. "And you are? Other than a florist."

"Trainee florist, lad. And it's Killian Jones."

Killian shifted the bouquet into one arm so he could reach out his right hand. Henry accepted his handshake, it was warm and firm.

"Hmmm." He gave the trainee florist a cursory look. "And you're … British?" he asked, an idea just beginning to form in his mind.

"Quite perceptive for a child, aren't you?" Killian teased as he walked forward and placed the arrangement upon the austere black desk which dominated the room and set the tone for the monochrome, modernist style that Henry's adoptive mother loved so much. His back to Henry as he primped and rearrange the blooms, he was unaware of the boy's critical gaze.

Henry was sure he was about the same age as Emma and he was also pretty sure Killian was what she would think was attractive ( and he had an accent - wasn't that what girls liked? ).

Finally, Killian turned back to face him, a grin brightening up his face. "Listen, I've got to be getting back to the shop…"

Shaken from his thoughts, Henry matched Killian's smile, "Cool - great, I mean."

Killian gave him an odd look, one eyebrow raising.

"Nice to meet you," Henry added, interlacing his fingers behind his back and trying to look as innocent as possible.

"Aye," the man nodded as he edged towards the door. "You too lad."

As the door shut, Henry sighed happily. He knew just how to put a smile on his mom's face.

He really had the best ideas!

Whoever had heard of Teachers Day? Mothers Day, yes. Even Grandparents Day was a thing. Emma had even indulged in National Cheeseburger Day, but this one was new.

Her son had texted her the night before insisting that he needed a bouquet of flowers for his homeroom teacher and that she had to help him choose. (Which she took as meaning he didn't want to spend his allowance on those flowers.)

She'd waited for him at the bus stop as usual, expecting he'd want to pick out one of the little posies that they sold in the grocery store for such occasions, but no.

"Mom, everyone will have the same ones! Miss Blanchard is special and she deserves real flowers!"

She'd learned quite quickly that arguing with Henry was a tricky proposition. The kid had a comeback for everything. And truthfully, she couldn't disagree with him right now. His teacher was pretty amazing if the enthusiasm Henry had for his studies was any indication.

"Fine," she'd sighed, letting him take her hand and drag him down Main Street towards… Frozen Blooms.

A sudden tightness in her chest was accompanied by a breathless sensation that she struggled to place for a moment.

Killian.

Oh God, she thought, quickly assessing her crumpled shirt and unbrushed hair. She hadn't been counting on seeing him, well, ever. She'd given her number to him a week ago and he hadn't called. So she'd assumed…

Damn.

Here she was, walking into his place of work again, how would that look? Hell, she could only hope he wasn't working. She could pray he had the day or the afternoon off. She wasn't great with rejection, even in the ambiguous circumstances of a number given upon a paper napkin after the strangest non-date lunch date. Her mind was full of these thoughts, Henry walking in step beside her… when suddenly, Henry broke into a run, his backpack bouncing round as he raced with unexpected speed towards the store. It took Emma a moment to react, muttering a soft 'urgh' before she raced after her son.

By mid afternoon Elsa had already left for the day. She'd been gradually reducing her hours and with only four weeks left until she gave birth Killian was thankful that she was finally taking the time to rest. He also saw it as confirmation that she trusted him with her business, which gave him an unexpected feeling of pride. He was spending the afternoon going through the accounts for the month ahead, getting a feel for the responsibilities he would be taking on while Elsa took her maternity leave.

When the door to the store sprang open, the bell clattering loudly, Killian quickly raised his head. He opened his mouth to speak but the kid in the doorway beat him to it.

"Killian!" the boy smiled, stomping into the store, straight towards the countertop where Killian was reviewing the next day's bookings.

"Hello… lad," Killian replied, his surprise barely masked. After a moment's pause he added, "Henry, isn't it?"

""Yeah, Henry," the boy replied, staring up at the Killian with his arms folded on the countertop. Being not a great deal taller than said countertop, it was a somewhat amusing sight. A few seconds passed where the boy grinned and Killian stared, a little bit lost for words. It wasn't often that they got pre-teen customers, Frozen Blooms being securely in the mid to high range price category.

Finally, the boy spoke. "My mom's on her way," he explained, hitching his thumb at the door behind him.

Killian tipped his head to the side. The mayor didn't ever visit the store. Her orders were placed by phone. By her assistant.

"Your- um, okay…"

The words had barely left his mouth when the door rang again - this time a little more gently.

And if he'd thought the boy's appearance had confused him, the woman who now entered had an altogether different effect.

"Emma?" he asked, his brows furrowed.

"Mom!"

Before he had a chance to speak further, the boy was running over to the door and dragging Emma Swan towards him. Emma Swan whom he had not seen for a week and was beginning to think would never see again.

It took a moment for him to collect his thoughts. Then, he addressed the boy.

"Wait. I thought you said that the mayor was your mum."

With a roll of his eyes, Henry gave Killian a pointed look. "She is. My adoptive mom. Emma is my birth mom."

For her part, Emma was barely less composed than Killian after her dash along Main Street. If she had thought she was prepared to see Killian, she was wrong. She'd wanted to play this all cool, like she wasn't affected by him and his handsomeness and his Britishness and his… his Killian-ness . Instead, after only seconds in his presence, she felt flushed and anxious and like this was one huge mistake that her pride was going to take a while to recover from.

Killian met her eyes and she gave him a wary look, a wave of heat rising over her, before she pursed her lips and turned to her son. "Kid, he doesn't need your life story," she warned.

Killian cleared his throat. "Actually I think it's pretty cool. You're a lucky lad getting two mums."

Henry shrugged, with the easy innocent nonchalance of a child. "I know. Hey, can I go look at the flowers? Maybe you could talk to my mom while I browse?" His brows raised at that and Killian got the impression that flowers were not the only thing on the boy's mind that afternoon.

"Go ahead." Killian gestured to the displays. Henry quickly slipped off his backpack which Emma deftly grabbed before it fell to the floor and then he wandered off among the buckets of blooms.

Emma waited until he was out of earshot. She quickly licked her lips and shifted Henry's bag onto her shoulder. "Sorry he's - he can be hard work."

Killian was looking over her shoulder, watching Henry smell the blooms, lifting them gently to his nose, running the petals between his finger and thumb. "I think he's delightful. We met yesterday when I was delivering flowers to the town hall. Hence the confusion."

"Ahh," she sighed, relaxing her hip against the counter as Killian fixed his full attention back towards her. "I see."

So her son had met Killian and suddenly developed an urgent desire to purchase flowers. Go figure. She'd never really thought of Henry as a matchmaker, but he always had a scheme or 'operation' as he liked to call them in the works. It wasn't beyond the realm of possibility that he was trying to fix her up. After all his adoptive mother was happily in a relationship with a step child to boot. Kids always seemed to see things simply. Maybe he thought that the secret to making her settled in Storybrooke was to match her up with some guy.

And he had chosen this guy. Go figure.

For a minute or so, the pair watched the boy, fully engrossed in his interrogation of the flowers. The silence was not uncomfortable. Emma shoved her hands in her back pockets and began to imagine this interaction might be over as painlessly and easily as a swift purchase could make it.

But then she hear the silky burr of his voice, just low enough for her to hear him.

"I'm actually really glad you came in."

She slowly pivoted on her heel, lifting her chin and feigning nonchalance. His cheeks were tellingly reddened and she relaxed, just a little. She was pleased to see he was at least a little flustered by the situation.

"Oh?' she asked.

He smiled softly. "I'm embarrassed to say that your telephone number met with a wet end in the washing machine."

"Huh?"

"I put it in my pocket - for safekeeping -" He blushed even deeper, crimson red and, god damn, she liked him.

It was now or never. Brush it off. Laugh. Play the fool. Or- seize the moment. Give him another chance.

Her heart really couldn't take being hurt, but still…

"Give me your phone," she ordered, stretching her hand across the counter.

He raised a brow but complied, pulling his mobile phone from his back pocket and slipping it into her hand, their fingers brushing with a tingle of electricity. Biting her lip, she typed in her number.

"No excuses this time."

She handed him the phone back as Henry rushed up with a handful of pink blooms. Perfect timing to avoid an awkward moment.

"Mom I want these."

Killian's attention, which had been transfixed upon Emma, immediately switched to the boy. He placed a warm expression upon his face and took the flowers from his hand.

"Peonies. Good choice lad. Shall I wrap them for you?"

Henry nodded. "And pink ribbon too. Miss Blanchard loves pink."

Emma ruffled her son's hair as Killian turned away to the workspace behind him. Henry wore a happy smile on his face and he folded his arms as he watched Killian curl the ribbon.

"What?" Emma asked, now in almost no doubt of her son's intentions.

"Nothing," he grinned sweetly in reply.

Yeah right, Emma thought. But strangely for her, she left it at that.

It was almost ten by the time Emma got to the dishes she had Henry had created. He'd decided today he wanted to cook rather than go to Granny's, so they'd spent the afternoon making tacos and then settled in to watch a movie before she had to take him home.

She was already looking for a place with a second bedroom so he could stay more. The times he did sleep over, she used the couch pullout but she knew he was getting older and needed his own room.

The last suds were draining away when her phone chirped. She wiped her hands and picked it up.

-Hey. It's Killian.

Her heart rate picked up a little. A flutter in her chest that she quickly metered. She moistened her lips and walked to the couch, tucking her legs under herself as she composed her reply.

-Hey Lieutenant. I see you did not lose my number this time.

She smiled as she tapped send.

-Once is a mistake. Twice would have just been careless.

Emma felt the dimples press into her cheeks as she read his reply.

-That's very true

There was a minute or so's pause, where the little dots indicating he was typing teased her.

-How's Henry?

-Back at his other mom's. He only stays with me on weekends. Better for school.

-That makes sense.

She was mentally deciding what to say in reply when he texted again.

-Are you busy then?

Her heart rate skipped up once more. A rose flutter in her chest. She bit her lip, tentative fingers composing a reply.

-Not really

Barely a few seconds later-

-How about a coffee at Granny's? Much easier to chat in person, no?

Despite all her reservations, it was easy to make the decision.

-Give me ten minutes.

Killian played with his napkin as he waited. He'd been in his car heading to the diner mere moments after her reply. In fact, he had been itching to see her again since that afternoon. As soon as she had left the store he'd found himself unable to think of much else. Emma Swan. Emma Swan…

Had he ever been so taken by someone? Certainly not for a very long time.

Preoccupied, it was with surprise that he noticed Emma had arrived and was sliding into the booth across from him. She gave him a tentative smile as she shrugged out of her jacket. "So do you often frequent the diner late at night? Or are you making a special exception for me?"

There was teasing in her words, so the option was there to make light of her comment with his reply. But instead he found honesty falling from his lips. "Sometimes. I live with my brother and sister in law. Occasionally I just need some space, as wonderful as they are."

For a moment, she studied him, as if soaking in the full meaning of his words. "That makes sense," she finally said before quickly giving her order to the cheerful waitress who had stopped by the booth. "I actually grew up in foster care and had to share a room far more often than I ever had my own."

"That must have been difficult," he replied sincerely.

She shrugged as the waitress brought over a cup of strong black coffee. "I always appreciate privacy now for sure. But you know, whatever your reality is, especially as a kid, you deal with it. It was my normal."

She focused on stirring in her creamer and sugar as she digested what she had just said. It wasn't often that she talked about her childhood. Especially to someone she barely knew. The effect he had of making her feel comfortable sharing such things was a little unnerving. She shook off that thought and took a sip.

There was a moment of silence, companionable not awkward. Killian didn't feel the need to say anything as she relaxed against the red leather of the booth, her hands clutched possessively around her mug. He appreciated the piece of herself she had just revealed to him. He had been right, she was an enigma whose layers he was eager to start peeling away.

That thought startled him back into the moment and a question he had had since that afternoon.

"Henry… you and the Mayor. How does that work?"

Emma smiled at the mention of her son's name. "It's complicated. I won't lie. I was young when he was born."

"His father?"

She shook her head. "He wasn't on the scene. I decided that he would be better off being adopted into a family who knew how to raise a kid. I didn't think I could be a mom."

A frown line formed between her brows. He resisted the urge to reach out and smooth it away with his thumb.

He sighed softly instead. "You wanted to give him his best chance."

She stared at him. That was it. Exactly it. Something in her heart softened, a part of her that she hadn't realized she had let harden. No one had ever understood so easily.

"So, you tracked him down?"

She laughed softly. "Other way 'round. He found me. And then I knew I couldn't let him go again."

Killian let out a soft breath. He was transfixed by the warm look that came over her face as she talked about the boy.

"That's an amazing tale."

Emma nodded. "Yeah. He's a pretty amazing kid."

The waitress came by and topped off their drinks. They both smiled in thanks.

"So, how are you ?" he asked, raising a sympathetic brow, hoping she understood his meaning. He didn't want to mention the name of that fool again.

Looking up, Emma met his eyes. "I'm fine. The anger has faded and now I'm just concentrating on avoiding him until he gets the message. At least he never met Henry."

"Oh?"

She gave him a pointed look, "I may be new to this parenting thing but I know I don't want him to meet anyone I'm involved with until I know it's going somewhere."

"That sounds reasonable."

Running her hand over an invisible mark on the table, she mused for a moment on just how easy this was. Talking like that had known each other forever. She decided to delve deeper.

"What about you - any kids?"

He shook his head. "No. Came close once, but that was a long time ago. She was older. Still married, if I'm honest. We were at different places in our lives."

Without judgement, she nodded. She got it. "It is all about timing. I wasn't ready when Henry was born, but now I feel it. I mean, ready to take on the challenge. I'm just lucky he gave me the chance."

"And he is lucky to have you."

She detected no falsity in his words. No underlying deception or motive. Her protective walls flickered about her. She was always wary of new people. Especially men. But he seemed, well, good. She'd learned to be pretty good at reading people over the years and she wasn't picking up any hidden agenda. She was so used to men disappointing her that she wasn't quite sure how to respond.

In addition, she was cautious to the fact she had just left one less than successful romantic entanglement. She decided it would be best to steer the conversation into more neutral and friend-like territory.

They shared tales of their moves to Storybrooke- although he avoided explaining in detail why he had left the navy, she knew that was a story left better for another day. She told him a little more about her job and how she spent quite a lot of time on the road, but was reducing that now that Henry was back in her life. Quickly almost an hour slipped by.

Reluctantly she drained her cup and looked at her watch. "I'd better go, I need to be on the road to Portland by eight."

She started to stand and he followed, both pulling on their coats.

"I'll see you out."

"My car's around back," she explained, and he nodded, leaving some bills on the table for their coffee and waving a hand to the waitress to say they were leaving. They walked in silence to the back door of the diner.

Although it was almost June, there was still a nip to the air. As they stepped into the alleyway, the chill wrapped around them and seemed to seep beneath the leather of her jacket. She paused as the door closed behind them and shivered involuntarily.

Killian stopped behind her, running his hands over her arms, the instant warmth deeply pleasant and accompanied by an altogether more exciting feeling, overcoming the initial start his touch had evoked.

"Thank you," she whispered, turning back her head to meet his eyes, still startlingly blue even in the moonlight.

She let herself drink in the moment. The warmth of his hands on her, the feeling of his body behind. There was a buzz in the air. The only sounds were the distant echo of Granny's jukebox and the chirp of the crickets who had begun to wake from their hibernation.

"Emma-" he began, her name catching on his lips, his voice silky and stroking a flame of something hot up her spine.

Her breath hitched. She saw his eyes flicker to her lips. They were alone. It was dark.

Private.

She should be cautious, her mind was telling her to walk away, take things slow. But her heart and her gut were louder. They told her that this was right, that this was a moment and a connection she needed to pursue.

Her instincts took over, her hand reached up to the nape of his neck, drawing his mouth to hers as she twisted to face him.

Killian was momentarily struck dumb. The sensation of her lips against his, her hands clutching him close caught his breath as they headed unexpectedly into a rapidly dizzying kiss.

They fit perfectly . His head dipped just enough to meet hers, his hands moved from her arms and sunk into the curve of her waist, drawing her close until his thigh slid between her legs.

Her lips were warm and soft, they parted eagerly, deepening the kiss, pulling them both further into the moment, the world around them fading to empty blackness. She was all gentle curves and the scent of sweet soap and leather.

She pressed herself closer to him. Her breasts crushed against his chest and she cursed the twin layers of leather she wore. Her hands clutched the nape of his neck more tightly, one slipping into his hair, drawing languidly through the silky strands until he groaned softly, the sound sending a tightening to her gut. He wanted this as much as she did.

The chill was all forgotten. She was now burning. Her skin, her blood, her very essence. His kiss, his touch, had ignited something she had long locked away. A recklessness and a desire she had told herself was lost to her. But here it was, rising to the fore as his wicked lips tore her away from reality and made her believe in the possibility of something more. She rocked against his leg thigh between hers. It wasn't enough to ease the ache inside of her. Desperate, she ran an eager hand over the strong line of his jaw, cupping his face, pouring all she couldn't say with words into the embrace.

Tightening his hands about her waist, he felt the surge of desire and want that their kiss brought with it. The need for more. He tried to temper this- it was not the time, nor the place. He already knew that Emma was special. If he rushed, if he didn't take care, he would send her skittering away. Life had not been kind. He could relate to that. All these thoughts jumbled and tossed through his brain as he fought the urges of lust and needing- feelings he felt emanating in waves from her as she rocked her body against him and scored his burning skin with her eager fingers.

She ached for more, feeling wanton and desired. She was dizzy with unexpected need for him. It left her breathless, the tension creeping up her spine, a building sensation, like the twisting of a screw-

It wasn't often he lost control. He was no innocent with women, even if he shied away from relationships. He knew how to seduce; how to tease and tempt. But she was the temptress here. Building the moment in a swirling, whirling blur-

Finally, she gasped, pulling back, sucking in a cooling breath as his mouth fell to her neck, his own shuddering breaths a pairing to her own.

His hands slowly loosened about her waist. She slid hers to his shoulders where they remained limply for a moment.

"I should- I should go," she finally said, her voice husky and low. She didn't want to go. She wanted to pull him back into the kiss. To drag him to her apartment. To take this to its inevitable conclusion. Yet something stopped her. An understanding that he seemed to share that now was not the time.

Slowly, he lifted his gaze to her. Nodding a grizzled, "Aye," in reply.

He looked wrecked. His hair mussed, lips swollen, desire in his gaze.

Not now, was the unspoken understanding. But soon.

With a smile, she made to move away, but he caught her hand, quickly pulling it to his lips. "Goodnight Swan."

A heartbeat passed.

"Goodnight Lieutenant."

Then before she could give into the urge to pull his mouth to hers again, she slipped away.