A/N: This was originally supposed to be a one-shot Valentine's fic, using the flash scene format, as I already have a modern world AU fic featuring Killian as a professor in mind for the future. But this fic has taken on a life of its own, and there is no way I can do it justice in a one-shot, so I have decided to make it multi-chapter. And forewarning: the Valentine's part of this fic to come is only a part of the larger story, so it's more of a quasi-Valentine's fic than anything else. An actual real Valentine's one-shot is already well in the works to make it up to y'all, and will be entitled "Set on Fire."

Hope you like this fic!

Emma Nolan was glad the holidays were over. As much as she loved her mother, it was a relief to be back at college. Holidays just weren't the same since her father had died two years ago. Instead of the warmth and cheer she used to feel, all she felt was an emptiness. And though her mother tried her very hardest to pull out all the stops, to make holidays fun and memorable again, Emma knew that her mother felt the emptiness, too. It wasn't fair. Her father shouldn't have passed away so young. Shouldn't have contracted a particularly aggressive form of brain cancer that appeared very suddenly and ripped him out of their lives within a matter of four months.

College took her away from all that. Took her away from the small town of Storybrooke, Maine, where people still treated her with kid gloves and eyed her with pity all this time later. Took her away from the whispers and the gossip and the cruel remarks about how much she and her mother were grieving, or when, or how long, and why didn't they just get over it and move on already (Were they going to wallow in it forever)? Took her away from people analyzing every action she took, every word she spoke, every mood she was in: If she was happy, she wasn't processing her grief in a healthy manner; if she was mad or upset, she was morbidly dwelling on her father's death, and it wasn't like that could bring him back, you know; if she laughed, she was putting on a front, the brave girl; if she didn't go out with friends on the weekend, she was letting her mother cling to her in an unhealthy manner, and Mary-Margaret really just needed to let the poor girl have her own life; if she did go out and have fun, she was insensitive and neglecting her poor mother...and on and on it went, ad nauseum.

Emma just couldn't win as a resident of Storybrooke anymore.

But at college, no one judged her or placed any expectations on her. It was a new life, and the spring semester of her freshman year a fresh start. She was eager to begin.

Which was why she had arrived earlier than any other student in the class. And taken a seat in the front row, near the door.

"Hey!" a male voice greeted her. "Long time, no see!" Emma looked up to see Victor Whale slide into a seat next to hers, his trademark sarcastic smirk plastered across his face. "I didn't know you were in this class," he continued. "How was your winter break?" He sipped at the enormous cup of coffee in his hands and waited for an answer.

"Pure hell," she sighed. "I don't want to talk about it."

"Fair enough."

That was why Emma liked Victor so much. He didn't push. He just let her be. Perhaps that was why they had become instant friends at freshmen orientation. He respected her walls and boundaries. Often to a fault.

"So, what do you know about this professor?" Victor asked as more students trickled into the room. "Good? Bad? Jumps on furniture? Draws boxes around random words while he writes? Gorges himself on Spam and Yoo-hoo every day?"

"I have no idea," she said truthfully. "I don't even remember his name."

Victor bent over and unzipped his backpack. He rummaged around for a moment and produced a folded up piece of paper with a triumphant grin. "Ta-da!" He opened the paper and scanned it. "Professor Killian Jones," he read.

"Doesn't ring a bell."

"Maybe he's new."

"Or maybe we just don't know anybody who has had him," she pointed out, practical as ever. "Even Jefferson can't take every course in the school. He's mad to try."

Victor's eyes widened. He clutched at his chest for a moment, then cupped his ear with one hand. "Hark! What's that? Is Emma Nolan implying that we need more friends? And here I thought I was the one cheerleading for us to expand our social circle!" He made a face. "More like a triangle, really."

She snorted. "Funny. And no, it's not that."

"C'mon, Emma," he rolled his eyes. "Don't you get tired of Jefferson being the third wheel to our gorgeous coupling?" he teased, waggling his eyebrows. "Can't a fella get any time alone to romance you?"

"In your dreams," she laughed. "I'm too smart for that. You couldn't settle down with one woman if your life depended on it."

"I resent that," he frowned. "I committed to Aurora for three whole weeks."

"Yeah, and the fact that that's your best track record speaks volumes," she declared with a shake of her head. "Besides, there's Neal. He's part of our group."

Victor's expression became stormy. "That bastard doesn't count, and he never will."


"He's a loser. Not nearly good enough for you."

"Yeah? Look who's talking, with some of the girls you bring back to the apartment."

"Ah," he said, raising his eyebrows. "But as you said, I don't commit to them for very long. Doesn't matter much what anyone thinks, then, does it?"

"Whatever," she snorted. "The point is that you have absolutely no room to make judgments about who I date."

Victor opened his mouth to reply, but something caught his attention from the corner of his eye, and he turned away, his mouth snapping shut. Emma followed his gaze. A slim girl walked into the room, clutching her books to her chest. Her long brown hair was fastened into two ponytails on either side of her neck, streaks of cherry red dye running through her locks. Her make-up was heavier than Emma's tastes ran, with fire-engine red lipstick and lots of black eyeliner, but she managed to pull it off without looking trampy. A feat not to be sneezed at from the short white shorts and a very form-fitting crimson t-shirt she wore.

"Roll your tongue back inside your mouth," Emma smirked. "Class is getting ready to start. You can stalk your latest conquest later, tiger."

As she said this, a hush settled over the classroom, making her words sound louder than they really were. Embarrassed, she turned toward the front of the class again, her head ducked. Amazed at the stillness, Emma wondered if this was one of those moments that you could actually hear a pin drop. She looked up from her desk, curiosity overcoming her embarrassment, and understood the utter silence immediately. Her professor had arrived. Her gorgeous young professor.

He was tall, with broad shoulders and a chest muscular enough that even the jacket of his two piece charcoal suit couldn't disguise it. The jacket hung open, unbuttoned, revealing a plain white dress shirt, the presence of a tie nowhere to be seen.

Charcoal? Emma thought hazily as Professor Jones opened his briefcase. Why did it have to be charcoal? She'd always been a sucker for that shade on a man.

Removing a sheaf of papers, Professor Jones closed the briefcase and scanned the room, his manner as casual and irreverent as his tousled black hair and days-old growth of facial stubble. Emma ducked her head again, certain that her face must be flushed from all the dirty thoughts that flashed through her head. Was that actually the way his hair would look after a round or five of passionate sex?

Stop it, Emma, she chastised herself. He's your professor. You have to deal with him for a whole semester. Hard to do that if you can't even look him in the eye.

"Great," Victor muttered sourly, taking in the way every pair of female eyes (and quite a few more pairs of male ones than Emma would have suspected) riveted on the professor, "there goes my chance with Red, over there."

Emma ignored him, rubbing her sweaty palms on her jeans. He was just a man. A good-looking man to be sure, but not a foreign species. Nothing to be intimidated about. She just needed time to get used to this, to him. To those damnably striking good looks.

"Good morning," her instructor spoke, his Irish accent echoing through the still room as he looked at his watch. He shut the classroom door with a soft click. "I am Professor Killian Jones. I'll be your instructor in this course for the duration of the semester. You won't need to take notes today, I'm not that cruel," he smiled. "We'll just go over the syllabus and answer any relevant questions you have, aye?"

Silence greeted him.

"Such a talkative group," he teased. "Well, I love a challenge. Let's start, shall we?"

And before Emma knew what was happening, Professor Jones was walking toward her, sheaf of syllabi in hand, an amused smirk on his handsome features. The breath whooshed out of her lungs, and her limbs suddenly felt like leaden weights. He halted to a stop in front of her desk, and she couldn't quite manage to look in the eye, despite her earlier resolution to act normal and do just that. Paper rustled, and a moment later a thin stack of papers entered her line of vision. She looked up instinctively, and found herself gazing into a pair of striking, ocean blue eyes framed by sinfully long black eyelashes.

His expression shifted as she stared at him, making a fool out of herself, and the playful amusement drained out of his features. Surprise shone on his face for a brief moment, his eyes locked onto hers, before he cleared his throat and looked away. "Miss...?" he said.

"Nolan," she managed. "Emma Nolan."

"Well, Miss Nolan," he said, eyeing her pensively, his voice soft and smooth as cream, "please share these with your classmates, aye?"

She nodded, unable to do anything else, and took one of the papers from the top of the stack. Victor smirked at her out of the corner of her eye. Emma turned to hand the stack of papers to the student behind her, shooting Victor a death glare, while Professor Jones continued to hand out the syllabi to the other rows of students. Slumping in her seat, she propped her head in one palm and scanned the course syllabus, committing it to memory.

Professor Jones began to speak, and she listened to his lilting Irish voice with one ear, going over the course description and necessary texts and materials, answering intermittent questions, while she let her mind wander. Victor's words bothered her more than she had let on. She had tried very hard to integrate Neal into their close-knit group, but neither Victor nor Jefferson had ever taken any particular liking to him, though they managed to tolerate him for her sake. Jefferson's disdain in particular went far beyond simple dislike; it bordered on, if not outright leaped over the fence into loathing. The upperclassman had taken to avoiding her boyfriend's company more and more these days; and though he used the excuse of the staggering amount of work he was under with his triple major, Emma couldn't help but wonder if her roommate was using it as a convenient means to kill two birds with one stone.

She wished she understood what it was all about, but Emma knew better than to question him. For while Victor might be willing to respect her walls and boundaries, Jefferson had never had any qualms about bulldozing right through them if he thought it was necessary. If she asked him the real reasons for his dislike of Neal, he would expect her to answer a question or two he'd been wondering about in return. And Emma wasn't willing to take such a risk.

"...turn the page, you'll see a list of recommended supplemental reading materials," Professor Jones was saying. Emma turned the page obediently and scanned the extensive list, one eyebrow raised. Beside her, Victor whistled softly. "By no means are you required to obtain or make use of these materials, as I certainly won't test you on them," the professor said, and an audible murmur of relief rippled through the classroom, "but," he emphasized, amusement in his voice again, "those who wish to get the most out of this class and enrich their love for poetry, as well as perhaps their mid-term paper grades," he said with a chuckle, "will dip into at least a few of them for easy comparison and contrast with the required reading."

"In other words, only optional if you want to make a decent grade," Victor moaned quietly. "This guy is intense."

Emma shrugged. She wasn't into poetry, herself. Never had been. It wasn't something she really got, and her high school literature grades reflected that struggle, at least insofar as this one area had been concerned. But even despite all of that, Professor Jone's heavy suggestion to make use of the supplemental reading materials struck her as enthusiastic rather than burdensome. There was something about his voice when he spoke about poetry, something she couldn't quite put her finger on, or describe with words, but it wasn't negative in the slightest. It was...like a five year old anticipating his birthday. Overzealous to share the cake and festivities with everyone else around him.

Professor Jones loved what he did for a living.

She looked up from the syllabus. Her eyes caught his again as he dismissed the class early, promising to see them again on Wednesday. The room erupted in a flurry of noise as desks creaked and feet scuffled across the floor, but Emma made no move to leave. She couldn't have moved if she'd wanted to. For in Professor Jones's blue eyes sparked a whisper of something that felt at once both familiar and foreign, though she couldn't for the life of her identify it. She smiled shyly, unaware of the action, until he returned it with a soft smile of his own.

She blinked, breaking his gaze, and a feeling of horror overcame her. What the damn hell was that? she wondered as Professor Jones became swarmed by her female classmates, wanting to "introduce" themselves and tell him that they looked forward to learning all that he could teach them (she snorted loudly at this, zipping her backpack shut. She couldn't help herself). Victor sighed, hefting his own book bag onto the desk. He cinched it shut and glanced at her.

"Well?" he said in resignation.

"Well what?" She stood up, pulling the straps of her red backpack onto her shoulders.

"Aren't you going to join the slathering horde?" He jerked his head toward the sea of women surrounding Professor Jones, unabashedly vying for his attention. Including the cute girl he'd dubbed "Red."

"Please," she sighed. "I have my dignity." Maybe not much, after today. After she'd made a fool of herself over Professor Jones. Twice. But she would sure as hell preserve what little shreds she had left. "Let's go." She swept toward the door with Victor at her heels, intent to prove to herself that Professor Jones had no effect on her whatsoever, that the gazes they had shared today meant nothing. Not to her. And certainly not to him.

But despite such assurances to herself, she felt the heat of his gaze on her back as she left, just the same.

And shivered.

A/N: What do you think?