Killian wasn't sure how long he had been in the cell. After coming down from the beanstalk and finding Cora there he was hoping that he could convince her that he was intending to give her the compass, but that the other group betrayed him. That didn't exactly go over as he had expected. His charms did usually work for him in most occasions, but not this one. This time, he ended up locked up. And all because he had chosen a woman he just met over his revenge. He had trusted someone he just met and he wasn't even sure what had come over him. He spent three hundred years seeking revenge and had been willing to give it all up for Swan. A woman that had proved that she wouldn't trust him even when he was putting all of his trust in her.

What did he have to show for it? A cell. Alone. Cora had decided that he wasn't going to come with her to Storybrooke. He wasn't going to get his revenge and she wanted to make sure that he didn't end up going back to try to help the other group get there. So here he was locked up in some cell in the middle of a cave. Likely where he would probably spend the rest of his life and he never even got to avenge his lives death like he originally wanted.

He hadn't expected to see Cora again. He thought that she had went on her way, looking for the group and trying to get the compass so she could find her way back to Storybrooke and go through with whatever her plans were to help her daughter. The same daughter that had asked him to go kill the woman. Too bad that didn't work out. Maybe he would have been better off going over with the curse. Everyone had their memories again and he could have tried to pull off his revenge.

Suddenly he had started to hear footsteps echoing in the cave, sitting up from the rock he had been sitting on, he looking to see that Cora was indeed returning, but she wasn't alone. He felt his heart skip a beat when he saw the blonde being dragged to the cell right behind her. Swan. Another person he had never thought he would see again. The mix of emotions that were taking over made it difficult to figure out exactly how he was feeling. Part of him was angry, but the bigger part of him had been hurt by her betrayal, especially considering she was the first person he decided to trust in over three hundred years.

Still, he managed to get to his feet when Cora shoved the blonde into the cell with him, closing the door tightly and giving the two of them an evil grin. Emma didn't appear to notice him right away, immediately turning back to the door of the cell, her hands going around the bars as she glared at Cora. "Stay away from Henry," was the first words out of her mouth and it only made Cora laugh.

"Oh I will tell him hello for you Emma, tell him how his mother couldn't trust anyone so she lost every chance that she had to get back to him. Tell him how . . . she just didn't care enough," Cora replied, giving her an almost pleased smile. As if this was exactly what she had been planning the whole time. "Because you see . . . you won't be getting out of this cell. Neither will your mother or her friends. You're stuck and even if you did manage to get away. I will be long gone and you will have no way of getting back to your little home. So maybe you should get used to this. Now . . . I do need to be going. I have a portal to catch and I'm sure the two of you have plenty to discuss."

And with that she was gone in a cloud of purple smoke. Emma seemed confused at first before turning to look at him. Her face appeared to have gone white and he could already see guilt written all over it. He wasn't sure what he was supposed to say. The last time he had saw her she was walking away from him after chaining him to the top of a beanstalk because. . . 'She couldn't take the chance she was wrong about him.' And now? They were stuck in a cell together.

"Hook. . . I. . " she started, appearing to have lost her voice. Something in him wanted to just tell her it was okay. That he couldn't blame her. And maybe that was how he felt, but it didn't stop the pain. He knew she felt guilty. At least it appeared so. Though he still wanted her to know how he felt. How much her leaving him hurt and what he had given up . . . . for her. Even if she couldn't even trust him after he was willing to trust her.

"I've spent three hundred years seeking revenge," he started, moving back to sit on the rock, his eyes downcast not sure he could bare looking at her right now. "Three hundred years of having nothing but revenge on my mind. Or wanting that and nothing else. Of putting me and my needs above all others because nobody else was going to. And all in one day . . . I found someone who changed that. For the first time in three hundred years I was willing to trust someone else. I was willing to risk my life not for myself, but for them. I was willing to give up something I had sought for three hundred years. All for one woman . . . who couldn't put any trust in me? Even after risking my life for her."

He felt a tear fall down his cheek and he hadn't even realized that he had started crying. He hadn't let that kind of emotion out. Not even when Milah and Liam had died. At least not in front of anyone before. He was supposed to be the tough pirate captain. The one that everyone feared and right now he wasn't feeling much like that. Maybe it was her. He felt differently around her. It was something he noticed when they first met. The reason he had given up so much to try to help her.

When he looked back up at her she appeared to be shocked, though the guilt was still clear on her face. He figured that she didn't expect that he would actually be trapped like she was. That Cora wouldn't have locked him up after what he had done. But then again, she didn't seem to really know him. She hadn't really tried to.

"I'm sorry," she whispered, almost too low for him to be able to hear her. "I had to get back to Henry, I didn't know if I could trust you." She added, something that he expected. It was what he had always expected.

He gave a humorless, laugh, looking away from her again. "Of course you couldn't. I'm a pirate. That's all I ever am to anybody," he pointed out. And it was true. That was all that anybody ever saw. A pirate. Nobody bothered to find out how he became one. Or who he really was. It should be something that didn't bother him, but for some reason, from her. It hurt.

"It's not exactly that," she said quietly, looking down to the ground. That was enough to make him look at her again, wondering what she was thinking. "You lied to us at first. You are a pirate. And . . . this is all new to me. How am I supposed to know who to trust? Being here is already overwhelming enough and I just want to get back to Henry and I couldn't risk anyone stopping me from that."

Killian wasn't sure what to say to that. Except that he had been helping her. That was all he had wanted to do and now all of them were trapped and Cora was on her way to Storybrooke. And at this point there was nothing they were going to be able to do to stop her. "I wasn't trying to stop you. I was trying to help you. As you should realize now. That is why I am here. Cora didn't care for me betraying her to help you."

He found himself standing again, needing to move. Part of him just wanted to get away, but there was nowhere to go. There was no way out of the cell and he wasn't going to be able to escape from how he was feeling. "If it had been anyone else who did this to me. I would have been angry. I would have wanted revenge and probably wished something like this on you. But not you. I was hoping that at the very least you managed to get away. That even if you betrayed me that it did something to help you. And . . . I'm not angry. And I don't bloody understand that,"

It was confusing for him. To feel something other than anger when he had kept that emotion at the surface for so many years. The hate he had for the crocodile always being the first and only thing on his mind when he wasn't thinking of Milah. And now . . . for some reason this woman changed all of that. From the moment he saw her he knew she was different and he tried to fight it, but in the end he couldn't.

"Why?" Emma asked, as if she expected him to be able to answer the question. He didn't know why he did what he did or why he felt the way he did around her. "Why would you help me? You wanted revenge but . . . that wasn't what you were thinking about on the beanstalk?" She kept her eyes on him as if she was trying to study him. His body language, the look on his face when his eyes met hers.

"If I knew that I wouldn't feel like this," he murmured, crossing his arms as he leaned against the nearest wall. "I don't know why. I've felt nothing but sorrow and anger for three hundred years and then when you showed up I felt something else." He added, looking up at her as he moved closer. Though he wasn't sure what he wanted to do. She was a mystery to him since he met her. And he had a feeling that would never really change. That is if they lived long enough for that.

"How do you feel?" she asked, her voice breathless, but she stayed rooted to one spot as she kept her eyes on his. Part of him was wondering if she was feeling the same way he was. Feeling the same kind of hope that maybe she was the one that could make his life better. That she was the one that he could trust and maybe have the chance to move on from his past. Something he had been holding onto for far too long.

"I'm confused," he replied, shaking his head. It was true. He had no idea what he was feeling. It had been too long since he felt other emotions, never letting them surface, but he didn't have a choice when around her. "I feel like, I could move on. That my past isn't something that has to haunt me every day of my life. That maybe I can have hope again. You are the one that gave me that hope. And I don't even know why. I should be angry at you, but I'm not. Maybe it's because . . . I know how it feels to not know if you can trust someone. I haven't trusted anyone for a long time. But I trusted you. And even when you left me. There was this point that I just wanted to prove to you that I wasn't what you thought I was. That I was more than a pirate."

Emma looked dumbstruck. Though he figured she had a good reason. He had never really been so open with anyone before. He barely knew her and he had already revealed far more than he had in years. When someone asked how he felt, he wouldn't go out and tell them the truth. So why was it that he was willing to tell her anything when she asked? It was still something he wasn't understanding himself and didn't know how he was supposed to explain it to her.

When he looked up again, he felt his breath catch in his throat, her being much closer than he remembered. She brought a hand up to his cheek, wiping away a stray tear and he found himself leaning into her touch. It was a new feeling and one that he wasn't used to. Yet he just wanted her to be closer. "You are much more than just a pirate, I think you have proved that already," Emma stated, her voice a little shaky. "The truth . . . I left you on the beanstalk because I was afraid. Afraid of the fact that I wanted to trust you. That I wanted to let you in. I've kept people at a distance for years, trying to keep from getting hurt like I have been in the past. But that was why I left you. Because I wanted to give you a chance and I was too afraid to do that. The last man I had ever let in. He betrayed me. He got me locked up for a crime that he committed and left me to have a son alone. A son I had to give up because I couldn't bear to raise him. But I wanted to let you in and that was what terrified me. So . . . I betrayed you before you could betray me. I know now that it was a mistake. Forgive me?"

It was strange and almost didn't sound like her. But then again did he really know how she always sounded. Part of him knew that the moment she got pushed into the cell and he saw the guilt written all over her face that he had already forgiven her. That she was already feeling enough pain that he didn't see why he should hold a grudge. Even when he would have in the past. She was different. That had always been clear. And it was clear that she had her own pain to deal with. Something he knew all too well.

"Why should I need to forgive you from protecting your heart? Isn't that what we all do when we are afraid to lose it again?" he asked, surprising himself by his words. Especially when she had never outright admitted that she was afraid of losing her heart to him. But he knew how she spoke. It was the way anyone who had their heart broken spoke. Still, she gave him a small smile, her hand still at his cheek and he brought his own hand to hers.

"You never told me what happened to Milah," she said quietly, almost appearing afraid to ask. But maybe it was because he had understood her pain that she had to. Because she knew that he had to have experienced some kind of heartbreak to understand how she felt. It had been a long time since he ever spoke of what happened to Milah. Or really told anyone. He usually shrugged it off like he had done on the beanstalk. Not wanting to relive the past. But she relived hers so it was only fair that he return the favor.

"He crushed her heart, Rumpelstiltskin," He explained, taking a deep breath. "She was his wife. She chose me over him. Chose to leave him and come with me because she loved me. But he didn't take it well. And when he found us again. We made a deal for him to get a magic bean in exchange for our lives. Instead, he took her heart, crushed it. She died in my arms. And then he cut off my hand, thinking I had the bean in it. But I still had it and he at least left without that. I had been seeking revenge on him ever since. I wanted to kill him for killing my love."

Emma stayed silent, he wasn't sure what she was thinking. He had been through a lot in his long life and the pain was always there. Something that never went away and he wasn't certain it ever would. But it seemed to dull when she was around. He had something else to focus on, something that could actually be good. And it had been far too long since he could say he had something good in his life. "I'm sorry," she replied, and that was really all she needed to say. She knew that he had been hurting and now she had known why.

"It is in the past. There is nothing to be done about it now," he replied, surprising himself with his own words yet again. He was already starting to look at it as a past that he couldn't change. No hint of wanting to go back after the crocodile. The hate for the man was still there, but revenge wasn't on his mind. Maybe he wanted to move on. That was something he hadn't thought about until he met her and now . . . "I'm tired of living in the past. I want to be able to move on, I just never thought I would be able to. Maybe that's what I really need. I think that's what I really want."

Emma looked back up at him again, her thumb brushing his cheek softly and he met her eyes, something different there that he hadn't seen before. The next thing he knew she was leaning closer and he found himself meeting her halfway as he lips pressed against his softly. His eyes fluttered shut as he brought his hand to her cheek. He sucked in a shaky breath as she pulled away, just barely. "Emma," he whispered, the first time he could recall calling her by her first name. He let his fingers tangle in her hair as he pulled her closer, leaning in to kiss her again, not wanting to let go of that feeling. His heart was pounding furiously in his chest and he found it difficult to breath, but all he wanted was more. All this time and he didn't understand why he felt different about her and now he understood it. It was because he wanted to move on with her. He had already started to fall for her on the beanstalk and he didn't think he would ever stop falling. And he wasn't sure he wanted to.