A/N: just a little something floating around. Because I really want the whole Neal and Emma back story to be dealt with, by which I mean I want everyone to find out. Based on my own head-canon/observation that Emma doesn't wear watches.

Pretty ambiguous about where in the timeline this is set, so interpret it as you will.

Hope you like it.

Take a deep breath, it's really not that bad.

She repeated the words to herself like a mantra, trying to calm the way her heart was beating erratically. She was not afraid, but that didn't mean that her flight response wasn't screaming like a banshee for her to get the hell out of there.

It was Emma Swan's birthday, and her family had taken it upon themselves to throw her a party. A surprise party.

She'd returned home from the sheriff's station, tired after a long afternoon mediating a dispute between – and she was not even joking – two guys that claimed to be the Muffin Man and the Gingerbread Man, ready to down a fifth of scotch and sleep for a year. Birthdays were never a good thing. The closest to a happy birthday she had ever had was when Henry had shown up on her doorstep, stealing her juice and hijacking her life.

In the twenty seven years before that, the birthdays that she could remember (and the few that she wishes she couldn't) had been horrible, to say the least. Forgotten, ignored, treated like a joke or a reason to provide special forms of neglect and abuse, she could not recall a time when she was happy to be celebrating. Unless you counted the slightly morbid "I'm not dead yet" toast she occasionally made.

So when her plans to build a fort out of her comforter and consume irresponsible amounts alcohol were thwarted by the presence of her son she only just managed to keep the disappointed groan at bay, forcing her features into a smile as he bounded over to her.

"Hey kiddo," she glanced around the loft looking for David or Mary Margaret. "You here alone? I thought you were spending tonight at Regina's?"

"First off, I'm old enough to wait for you alone in your locked apartment," his eyebrows rose in a challenging expression that he most definitely did not learn from her. "And secondly I know what day it is."

"Henry," she sighed thinking that he was too smart for his own good.

"I just thought maybe I could take you to dinner?" he had his hands stuffed in his pockets, twisting his shoulders from side to side as he looked up at her through his eyelashes, green brown eyes wide as saucers.

Regina was almost an expert at resisting the puppy eyes, but Emma had not had the same amount of time to build up a defence against it. She had been trying, she really had, but when he amped it up to Puss in Boots level she was putty in his capable hands.

"Fine," she relented. "But just a burger at Granny's, I don't need a big fuss."

His victory smile flashed bright across his face before he took a hold of her hand and dragged her to the door.

The walk had been quick, and before she knew it they were at Granny's, warm yellow light peeking out at her through the closed blinds. She couldn't hear a lot of noise inside, which was good. A quiet dinner with Henry; that was all she wanted.

When she'd opened the door to the diner it was to find close to the entire town crammed into the small space yelling "Surprise!" causing her hand to actually jump to the gun still strapped to her hip. It wasn't until her eyes caught sight of her parents standing beneath a handmade banner sporting the words "Happy Birthday Emma" in the brightly painted letters that she understood what was happening, disguising the jerky movement as wrapping her arm around Henry and forcing another smile on her lips.

David hadn't missed it, poking fun at her in a whisper when he and Mary Margaret came up to give her a hug each. She'd promised him that he was in big trouble for allowing this to happen in the first place, hissing into his ear while his arms were wrapped around her. A threat may have been slipped in there somewhere, but he merely laughed and gave her an extra squeeze.

Emma accepted the many well wishes with what was to her at least good grace. Trying her best not to freeze up every time somebody hugged her, she thanked them all for coming before finally settling against the bar and getting a drink off of Granny.

Henry was over chatting animatedly to Leroy/Grumpy, the dwarf wearing a lurid coloured party hat and sipping from his tankard of beer. David and Mary Margaret were close by talking with Ruby and to Emma's surprise Whale. She could see the other dwarves engaged in some sort of drinking game, the six of them crammed into a booth and cheering loudly as Happy drained the last of his beer. Even Regina was there, talking to Archie, throwing a tight-lipped smirk in her direction. Ariel was sitting on Eric, with Belle and Neal across from them, the redhead gesticulating wildly as she spoke.

She finally spotted him tucked away in the corner, a beer in hand as he conversed with someone she couldn't quite identify, though he seemed familiar. He was facing Hook, so that his back was to Emma, hunched slightly with his arms in front of him. It was an odd position for him to be standing in until she realised there was a girl, no older than Henry, and he was hugging her to his front. She recognised the girl almost immediately as she leant around her father – obviously bored with the conversation – and looking around the room, her long blonde hair framing her delicate features.

The presence of Grace coupled with what she now recognised as his penchant for the vest and scarf combo, identified Hook's new friend as Jefferson. Her eyebrow quirked up at the pair of them, trying to imagine just how that conversation had started, stifling a laugh at the thought. As if he could feel her gaze, Hook's eyes snapped to hers, the corner of his mouth twitching slightly.

"Hey Mom!" Henry's voice startled her, and she looked down to find him standing in front of her parents and most of the others, a small brightly wrapped parcel clutched in his hands. "Happy Birthday!"

He thrust the present at her, smiling his toothy smile. Grimacing slightly she took it from him, looking at the sky blue paper covered in stars of every colour and the crazy amounts of tape he had used, and feeling like there was a giant spot light on her as the rest of the people filling the diner gathered round, eager to watch. It was the first birthday present she'd had in years, a few cards from people she worked with the most she had received in the last decade, and she wasn't entirely sure how she felt about it

The entire night was mildly uncomfortable for that reason. She had been growing accustomed to having a family, people who relied on her and who she could rely on. People who cared if she was happy and wanted to give her things for no other reason than they loved her. But it was a process.

She had spent a long time believing that she didn't deserve such things, that she should never allow herself to want them lest she end up disappointed. It was hard to shake the cynical part of her that reminded her not to want them, that people had only ever let her down, and she was better off alone.

Emma had always been stubborn, so it took a long time for her to work through things. But when Henry and Mary Margaret pulled stunts like this (because who else would try and organise a surprise party for her?) she found it hard not to revert to that person, to let her walls slam back up around her.

She pulled the wrapping paper off quickly, wanting to get the whole "presents" thing over and done with so everyone could go about their business. Pulling the lid off of the white box the wrapping covered she gasped. Nestled in the box, resting on soft gold tissue was a tiny sliver oval locket no bigger than a ten cent coin on a delicate silver chain. Carved on the front was a vaguely familiar looking flower, similar to her tattoo on her wrist, surrounded by an intricate design.

"It's beautiful," she smiled, the first genuine smile of the evening.

"I noticed that you didn't wear your swan necklace anymore," he shrugged. "So I thought you might like something new."

Her eyes flickered up to Neal without much consent from her. Looking away just as quickly she focused back on her son, determined not to let the memory ruin this moment.

"Thank you," she smiled again.

Silently she flipped the locket open to find two pictures, one in each window.

On the right was a recent photo of Henry, one that was definitely taken in the last year. She recognised the striped scarf he usually wore and the navy blue of his school uniform. But the photograph in the left window was one she'd never seen before. She could easily recognise him, even so young. His mess of brown hair was much lighter than it was now, his cheeks round and rosy as he smiled his toothy smile.

"That was taken on his second birthday," supplied Regina's voice.

"It was Mom's idea," added Henry. "She helped me pick out the locket and the pictures."

Speechless, her eyes searching out the brunette who was sheepishly smiling back at her, embarrassed by the situation as much as Emma. Their relationship had been shaky at best, the only common ground they seemed to share was that nothing was more important than Henry's happiness. To that end they kept their bickering to a minimum, only arguing when Henry was not present, and divided time so that Henry spent equal time with both of them, and every second weekend with his father.

"Thank you," she spoke softly, she knew how much it meant to Regina that she was his mother because of the childhood he had spent with her, the childhood that Emma had missed out on. That she had come up with a way, even a small way, that Emma could become a part of that meant more than she could ever express.

"It's nothing," Regina shrugged. "There are… I have some albums at home. Perhaps one day you should come over and Henry can show you."

There was silence for a moment, broken only when Henry thrust an envelope into her hands.

"I made you a card too," he smiled.

Grateful for the change of subject she tore open the envelope. He'd drawn a picture of her (the red leather jacket was a dead giveaway) cutting an enormous birthday cake with a sword on the front, which caused her to chuckle.

Mary Margaret stepped forward next with a neatly wrapped present not much bigger than Henry's with a gold ribbon. She read the card quickly, smiling at the separate messages from each of her parents, David's messy scrawl taking up one side with Mary Margaret's neat writing adorning the other.

When she tore away the wrapping it was to find a similar box to Henry's gift underneath, though a bit bigger.

"Did you all coordinate to get me jewellery?" she smiled looking between her parents.

"Close, but no," laughed Mary Margaret. "Not jewellery. I noticed you didn't wear one so..."

Frowning slightly Emma lifted the lid from the slender box. The air left the room, suddenly she was struggling to inhale, her breaths coming in short and fast, bordering on hyperventilation. There was a rushing noise filling her ears, drowning out Mary Margaret's words as she pointed and explained the gift. The only thing Emma was fully conscious of was the way her heart was thudding against her chest so hard she thought she might crack a rib. Her vision was going weird as she stared unable to move her gaze from her shaking hands.

Inside the box, fastened around a dark velvet pillow was a watch. It was beautiful, pearly white face, Roman numerals surrounding it in a glittering rose gold with matching delicate hands. It was framed by a silvery looking casing, the whole thing set on a matte black leather strap, over a thick leather cuff.

It was perfect. If Emma wore watches this is exactly the watch she would wear. But Emma did not wear watches. She was capable of telling almost to the hour how long it had been since she had worn a watch, the irony of which was not lost on her.

"Emma!"

The sound shocked her, loud enough it was almost a shout and probably not the first time someone had tried to get her attention. She still couldn't look away, her eyes riveted to the small, seemingly innocuous timepiece.

Something was being wrapped around her chest, tightening, squeezing the breath out of her. All she could manage were short gasps, her eyes finally darting up to look at everyone. She couldn't settle her gaze on just one face, flicking over each person there as if trying to find a sign of danger.

"Emma, sweetie are you ok?" Mary Margaret stepped forwards, raising a hand as if about to gently comfort her.

It was too much.

She dropped the watch as though it had burnt her skin, jumping back and flinching away from Mary Margaret's outstretched hand.

But one step wasn't enough, quickly it turned into two and then three before all of a sudden she was out the door and sprinting down the street like her life depended on it. She could hear people calling out after her, David's voice the loudest as he followed.

Pushing herself faster she kept running until she could no longer hear anything but her laboured breath and thudding pulse of her blood rushing in her ears; and just like that she couldn't run, she could barely stand, collapsing against a nearby wall and curling into a ball, trying desperately to catch her breath.

It was a few minutes before she realized she wasn't panting from exertion, her short wheezing breaths having nothing to do with how far she'd run and everything to do with what she was running from. She was aware that this was what a panic attack felt like, but she couldn't be having a panic attack. Emma Swan did not do panic attacks. Emma Swan had survived the shitstorm that was her life up until her son found her without crumbling like this. She was strong, and stubborn, and goddamn it she just wanted to be able to take a fucking breath.

The edges of her vision were blurring, a wetness forming that she refused to acknowledge.

She was not crying, and she was not having a panic attack.

The more she tried to get a hold of herself, the worse it got, until she was on the verge of hysteria, choking on sobs as she gasped like a fish out of water. She could barely see, whether it was from the tears that would not stop or the lack of oxygen causing her vision to falter she didn't know. The air was freezing, the small breaths she managed to suck in felt like ice piercing her lungs, violent shivers combining with the shuddering that wracked her entire frame.

"Emma."

Her head snapped up at the sound, still unable to make out much more than a dark blur, silhouetted by the soft glow of the streetlight a ways away. But she didn't need to see him to know who he was, she would recognize that voice anywhere, even if he only uttered one word. Whispered like a curse and relieved sigh all rolled into one with the familiar lilt of his accent.

He was down by her side in a second, and she pulled away from his touch as he reached out to her. She didn't want his comfort, comfort implied pity and she couldn't stand to be pitied right now. If she accepted pity she would feel weak and given she was one breath away from crumbling entirely she needed to keep pretending.

She was ok. She was stronger than this. She was fine. She seriously could not fucking breathe.

"You need to sit up straighter love," he spoke softly, ignoring the way she flinched from him and gripping her shoulders gently pulled them back.

He kept his hook there, curved so that the tip was touching her collar bone, and lowering his hand to the small of her back, pushing slightly.

"There we go," his hand rubbed small soothing circles against the base of her spine. "In and out Swan, keep your shoulders up."

She turned to face him, shocked by the lack of condescension in his words. When her eyes met his he was watching her and she did not see a shred of pity, he was looking at her and speaking to her like any other day. Like she was not curled in a ball of the ground with no control over herself.

"In and out," he repeated when she continued gasping.

She closed her eyes, her body straightening under his touch as she tried to slow her breathing. In and out. She struggled, nearly choking as she curled forwards again, wanting to wrap her arms around her knees.

"Ah ah ah," he tutted, pulling her shoulders back once more with his hook. "Sit up straight, it will be easier."

Glaring at him for a moment she complied with the pressure of his grip before shutting her eyes once more. They sat like that for a while, Emma too focused on trying to mimic the pace of his breathing to keep much track of the time. He was silent, the only sounds being her inhalations and exhalations, and - though she wasn't sure he could hear it - the thudding of her heartbeat echoing in her chest. After what felt like an eternity her breathing slowed, falling into sync with the steady rhythm of his chest.

"Better?" he asked.

She nodded in response, glad that he didn't ask something stupid like whether she was ok. He knew she was not ok, that she would not have been curled in a ball hyperventilating if she was ok. But he didn't push, he didn't ask her what was wrong, he just sat there, arms around her helping her to breathe. In and out.

"We should return," he spoke softly. "Your parent's will be worried."

"No!" she grabbed the front of his coat. "Can we… I just need to sit for a moment."

He nodded his head leaning back against the wall. Loosening her grip she relaxed against him, her hand now flat on his chest. His hand that had been rubbing her back slid around to her hip, pulling her closer. He'd removed his hook arm so that it lay next to him on the ground. Both of them had their knees pulled up to their chest as they sat in silence. Emma's heart rate had slowed, she could feel his own thudding along in time against her hand on his chest.

"It was a watch."

She was not sure what made her say it. She had never shared this story with anyone. Not with her mother or her father, certainly not with Henry. She didn't exactly know why. If she had told Mary Margaret at least she would have stopped pushing her towards Neal, thinking that it was some tragic twist of fate that had separated them before Henry was born. David would have probably done something ridiculously fatherly, threatening Neal, beating him up (he had the propensity to deck people he was angry with, like Whale and Hook), or abusing his power as a deputy and arresting him. The thought brought a weak smile to her face, she was not used to people fighting for her.

The main reason she had said nothing was of course Henry. She hadn't lied. She told him she would not lie to him again. When first explaining why she had never told Henry about Neal she was truthful, he had hurt her. If Henry walked up to her and asked her outright what exactly had happened she would tell him. But she didn't want to ruin Neal for Henry. The kid had grown up without a father, and she wanted to give Neal and him the opportunity to have a relationship that wasn't tainted by Emma's baggage.

But she could tell Hook. Of all of the people in her life, he would understand. He knew Neal before he was Neal, and he knew Emma better than she liked to think about because quite frankly it scared the shit out of her. He would listen, and he wouldn't judge her or pity her or offer weak condolences that meant next to nothing. He would even offer to be inappropriately violent towards Neal, just to make her smile, but wouldn't touch a hair on his head if Emma asked him not to.

He waited in silence, allowing her to get her thoughts straight before she continued.

"Neal and I met when I was barely seventeen," she began, pulling away from him slightly as she spoke, her eyes fixed on the wall across from her. "I'd just run away from a foster home and I wanted to get the hell out of the city. I stole a car, and he was asleep in the back seat."

A sad smile tugged her lips up at the memory. I may be a pervert, but you're definitely a car thief.

"Turns out it wasn't his car either, I'd tried to steal a stolen car. Everything just kind of snowballed from there. We travelled around, taking what we needed when we needed. It was the first time in my entire life I'd ever felt free. I could go where I wanted and do what I wanted. And I had someone with me who was kind, sweet, and as messed up as I was. Someone who cared what I thought, and what I wanted, who didn't see me as a burden or a meal ticket. Who looked at me, Emma Swan, and stayed because they liked what they saw. We were going to settle down, get proper jobs and a crappy little home and work terrible hours and do boring normal things like budget and save to buy a house and live happily ever after. For someone who grew up spending half pf the to,e not knowing where they were going to be sleeping next week it was as close to a happy ending as I thought I would ever get. We decided on Talahassee, and were all set to go…"

She paused, remembering the moment she thought she might lose it all. Neal walking up to her with the wanted poster, telling her he had to go to Canada. Alone.

"Neal had worked at a jewellery store before he met me," her voice had dropped to nearly a whisper. "The manager was a drunk and didn't lock the cases overnight. He resisted the first few times but the third time…"

The third time, this guy's just asking to get took.

"He'd taken some watches, about $20,000 worth and stashed them. I had the brilliant idea that no one was looking for me, so I would go and get them, he could fence them and we could use the money to start over. New identities, a fresh start. I was going to meet him after. Nine o'clock. He gave me one of the watches so I wouldn't be late. We were going to keep that one."

How can we not? Look how good it looks on you.

"Needless to say he didn't show. Someone had tipped of the police. So instead of a fresh start and a home I got set up. I did eleven months in jail."

She wasn't sure when the tears had started. They were falling silently down her cheeks, she could feel them dripping off of her jaw and splashing onto the front of her jacket.

"I found out I was pregnant with Henry," all of the emotion left her voice. "I gave birth to him handcuffed to a hospital bed and I couldn't even look at him because I knew that I couldn't keep him. I was homeless, with no job and no money and no way of looking after myself, let alone another human being. So I gave him up for adoption, to give him his best chance. I didn't want him to have to spend his life the way I had spent mine, I wanted him to grow up having everything he needed."

Sucking in a sharp breath she swiped at her cheeks, trying to get rid of any evidence of tears.

"When we found Neal in New York he told me what had happened. August, or Pinocchio as it turns out, had been sent through the portal from the Enchanted Forest with me to help me break the curse. But he was a kid and he got distracted by the temptations of this world. When he finally caught up to me he discovered Neal. He told Neal who I was, because he knew that he was Baelfire, and about the curse and me being the saviour. They set me up to go to jail so that I would get back on the straight and narrow, so that I could have the chance of breaking the curse. But that wasn't why Neal did it. I mean, it wasn't the only reason. He did it because he is his father's son. He was scared, of his past, of Rumplestiltskin. He didn't want anything to do with the magic that had destroyed his family. He was a coward who wasn't brave enough to face his father for me. So that we could be together. I haven't worn a watch in over a decade."

She let out a wet chuckle, completely devoid of humour.

He didn't say anything, wrapping his arm around her shoulder and pulling her closer to his chest, hugging her to him as she wiped away the last of her tears. It was like a weight had been lifted, the pressure that had remained on her chest dissipating entirely. With every word that she spoke she felt lighter, like her past was a solid mass and Hook was now helping her to hold it.

She wanted to stay here forever, as overly dramatic as that seemed. For the first time in a long time she felt relaxed, safe even, breathing in the scent of rum and salt that he wore like his own personal cologne as he wrapped his arm around her.

Hook understood her, understood that she was broken, possibly beyond repair, and imperfect and did not know how to be what everyone wanted her to be. The product of True Love, the Saviour, a Fairy tale. To him she was Emma, just Emma, with her walls and her trust issues and a lifetime of hurt. He had several lifetimes of his own.

He had told her how he felt, he had told her what he wanted from her. But he would not keep telling her, he would not push. She was scared and she was scarred and she did not know what she wanted beyond this moment. Because for now, all she wanted was to sit here, curled into his side, breathing in and out. And he would let her, he would hold her and breathe with her and he wouldn't say anything she did not need to hear. He would just be there for her, breathing.

In and out.