Disclaimer: The characters and any references to the series 'Once Upon A Time' are the respective property of its creators, writers, etc. The plot of this story and everything else is my own.

a/n: Because I love the professor/student storyline. I'm still getting the hang of writing Captain Swan fanfiction and so far I'm having a good time with it. Let me know what you think of this piece!


EMMA

This game, although familiar, still excited her to no end. She anticipated Monday and Wednesday afternoon lectures with a fire she never knew she was capable of possessing. And she could see the same fire in his expression, mirroring hers with an intensity that made her stomach clench.

The weekend was dull, Emma merely counting down the hours until Monday morning rolled around. When it finally did, there was a spring in her step as she attended her eight o'clock political science class and by the time she walked through the doors of his lecture hall at 12:30 on the dot, she felt like she was going to burst.

"As promised, I have your exams," he announced once the class was settled, his smooth, accented voice making her shiver. "I'll be giving them to you at the end of the lecture."

A collective groan passed quietly through the room and he chuckled in response.

"I was pleased with many of you," he continued. "Though there are a few I'd like to speak with later this week." She noticed, when he said this, he looked in her direction but pointedly avoided looking her in the eye.

Class went by surprisingly quick and before she knew it, the professor was calling out names. As each person grabbed their exam, they were excused to leave. Emma was one of only ten or eleven left towards the end and she waited with baited breath for him to call her name.

"Emma Swan," he said.

Emma smiled slightly and stood, taking her time grabbing her bag before walking the few steps down to meet him. She grabbed the exam, but he didn't let go.

"Please wait outside," he said quietly. "I'd like a word."

Emma suppressed a wider smile. "Of course, Professor Jones."

She waited until the last student exited the lecture hall then counted to thirty before she opened the door and walked back in. Professor Jones was going about disconnecting his laptop and putting his things in his satchel when he noticed her presence. He let out a small sigh before securing his laptop in his satchel and setting it aside on his desk.

"You wanted to speak with me, Professor Jones?" she said innocently.

"Yes, Miss Swan, if you please." He motioned towards his desk and Emma bit her lip as she slowly approached, stopping when she stood on the other side, across from him. He held out his hand. "Your exam booklet?"

Emma handed the exam over and he opened it to the first page where the loose sheet that held the exam prompts was tucked away. She watched him clench his jaw and look down at the paper for a moment before his blue eyes met hers once again.

"Can you read the line at the top of the page please?" he asked, handing the page to her.

Emma took the paper and cleared her throat. "Please choose a prompt and write an essay in response to the question." She looked up at Professor Jones and smiled. "And?"

"You didn't choose a prompt, Miss Swan," he said, his jaw clenching again.

"Didn't I?"

He stared at her for a moment before picking up her exam booklet and tossing it on the desk in front of her. "You made up your own prompt and wrote an essay on that."

Emma shrugged. "I don't understand. You said to choose a prompt."

"Yes. A prompt on the page I gave you."

"It doesn't specifically say that on here."

He narrowed his eyes at her. "I'm sure a smart and rational lass such as yourself can deduce the meaning of the statement."

Emma simply shook her head. "It says choose a prompt. I didn't like any of the four you put for us, so I made up my own." She shrugged. "It's a pretty decent essay, if I do say so myself. Is it not?"

"That's not the point, Miss Swan." He was losing his patience, she could tell. "What are you trying to do?"

"Excuse me?"

"I can't give you credit for this."

"Why the hell not? I did the assignment as described. It's not my fault you were so vague."

"Miss Swan, I'm not going to tolerate your attitude—"

"Oh yeah? What are you gonna do?" she challenged, lifting an eyebrow.

The room fell into a charged silence as they faced off for several minutes. Emma watched as Professor Jones' jaw clenched several times as he fought to reign in his frustration with her and it made her heart beat faster. She loved getting him so wound up.

"That's enough," he said, his voice eerily calm. "You'll need to retake the exam." He went back to sorting through his papers and grabbing his satchel, virtually ignoring her.

"No. That's not fair," Emma said, standing her ground.

He let out a dark chuckle and shook his head before leaning forward on the desk towards her. "Life's not fair, Miss Swan."

"I'm well aware," she snapped, her eyes instinctively flitting down to his lips.

He caught the movement and swallowed hard before leaning back and picking up his satchel. "I'll email you times I'm available to administer another exam."

Emma crossed her arms. "And if I refuse a redo?"

"Then I'll have no other option but to fail you."

"You'd do that?"

"I'd have no choice."

Emma stepped around his desk and moved towards him. "I don't think you would," she said quietly. "I don't think you'd have the heart."

"Regardless of what you may or may not think," he said, trying to maintain an air of professionalism, "my stance on the subject doesn't change."

"Ooh, so formal," she quipped, stepping closer until only a few inches separated them. "Do you speak this way to all your students, or just ones you've felt up in the back alley of a bar?"

"Emma," he practically choked.

"Oh, Emma now? No more 'Miss Swan?'" She closed the remaining gap between them, so her chest was flush against his. He didn't move, simply gazed down at her with dark eyes. "I like when you call me Emma," she said, her voice dropping to a whisper. "It reminds me of that night. When I was pressed up against that brick wall, your hand shoved down the front of my skirt, touching me, making me—"

"Enough!" he said, stepping around her and taking several steps back to distance himself from her. "That's enough. You have to stop this."

Emma dropped her head in defeat and turned to face him. "It's not my fault we're in this position, Killian," she said, the use of his first name having an obvious effect on him. "But you still seem hell-bent on punishing me like it is."

He shook his head, swallowing the lump in his throat. "No, Miss Swan. Do not be mistaken. This is entirely my fault. I'll email you before the week is done." And with that, he was gone.

—^—

She was in and out of his class on Wednesday without a glance in his direction and he emailed her Thursday to see if she was free to retake the exam the following day. So Friday morning, at promptly nine o'clock, she entered the empty lecture hall.

He was at his desk, reading a book. When the door slammed shut behind her, his head snapped up. Emma walked to the first row and fell into a seat, taking out a fresh exam booklet and a pen. She waited as Professor Jones grabbed the exam paper and made his way over to her.

"You'll see I corrected the exam prompt so there is no confusion," he spoke quietly.

Emma nodded down at the sheet on her desk, but didn't look up.

"You have ninety mnutes," he said, before turning around and walking back to his desk.

Emma inwardly cursed when she saw he had written four new prompts. She glared up at him, but he was deeply engrossed in whatever novel he was reading, so with a heavy sigh she got to work.

It took her an hour to finish, and although she wasn't as thrilled with this essay as she'd been with her original, she knew it deserved at least a high B if not a solid A. She closed the exam booklet and walked to Professor Jones' desk, tossing the booklet in front of him. He raised an eyebrow at it before closing his book and picking up her exam. He flipped through the first couple of pages before nodding and setting it down.

"Thank you, Miss Swan."

"My pleasure, Professor Jones," she sneered.

"I'll have this graded and given back to you by Monday."

"Sure."

An awkward silence followed.

"May I ask a question?"

"Of course," he said.

"What grade would you have given my original essay?"

He watched her for several moments before looking down at his book and tapping it against his desk several times. "You're a very intelligent young woman, Miss Swan. Your essay, despite it not following the instructions, was well thought out and analytical. Just as your work usually is."

She nodded in response, trying not to react to his compliment. "Thanks." She decided not to push the fact that he hadn't really answered her question.

"Was there anything else?" he asked.

She bit her lip, the action causing him to clench his jaw once again. His eyes flickered down to her mouth for a second before meeting her gaze.

"No," she said. "That's all. See you Monday." And without a backwards glance she was gone.

—^—

"That guy at the bar is totally checking you out," Ruby murmured beside Emma, motioning towards the blonde stud currently giving her bedroom eyes from across the room.

"Yeah, I know. He's been staring at me for fifteen minutes now," Emma replied, not bothering to mask the annoyance in her voice.

"What is wrong with this girl?" Ruby asked, turning to the pixie-haired brunette at her other side.

Mary-Margaret smiled and shrugged. "What can I say? Emma has high standards."

Ruby rolled her eyes. "Whatever. That guy is smokin.'"

"It's not all about looks, you know," Mary-Margaret told her kindly.

"Yeah yeah. What's up with you though?" She addressed Emma again.

"What do you mean?" Emma asked, her eyes widening slightly.

"This is our last semester at college. Aren't you going to finish your education off with a bang? Literally?"

This time, Emma rolled her eyes. "No one has caught my interest."

"Yeah, not since the mystery man from two months ago. Who was that guy anyways?"

Emma's heart sped up at the mention of him.

"Yeah, what did happen with that guy?" Mary-Margaret asked. "You two disappeared and we didn't see you the rest of the night. Have you heard from him since?"

"It's been two months, you guys," Emma said, trying to play it off. "He was just a random hook-up."

"So then why the drought since?" Ruby pressed.

"Jesus, what's with the inquisition? Just cuz I'm not opening my legs for the first guy that gives me his attention doesn't mean there's something wrong with me." Emma huffed and grabbed her empty glass, standing up.

"Woah, tiger," Ruby said calmly. "Slow down."

"Yeah, Emma, we didn't mean anything by it," Mary-Margaret added apologetically.

Emma shook her head and let out a forced laugh. "It's fine. I'm just stressed with school. I'm gonna grab another drink." Before either of them could respond, she had turned and was heading towards the bar. She took two shots of tequila before ordering her third beer of the night.

Emma had successfully survived the first two months of the semester up till now. The initial shock of discovering the mystery man she had shared a passionate tryst with in the back alley of a bar was in fact her new philosophy professor had worn off quickly, but she soon discovered Killian—Professor Jones—was desperate to pretend like it had never happened.

It had been the last weekend before the beginning of the Spring semester. She remembered how he'd made her cum so hard with just his fingers, his weight pressing her back into the alley deliciously. She had tried to reciprocate, been eager to really, but he wouldn't let her. They hadn't had sex that night either, although she'd wanted to and had been tipsy enough to let him take her right there against the brick wall. But he'd been a gentleman, saying she deserved better than that. It had made her heart clench in a way she'd never felt before. He had an effect on her like no man she'd ever met. When he touched her, it lit her skin on fire.

Emma shook the memory of their encounter away. It didn't matter now. He didn't want her, he'd made it clear enough. The tension between them was palpable, but now she understood that the two of them were an impossibility. Professor Jones obviously couldn't look past the fact that she was his student, and from the little she'd taken away from him these last couple of months, she knew he was a man full of integrity and the upmost respect for his job. Maybe it was time she backed off.

She took a sip of her beer, reveling in the bitter taste as it went smoothly down her throat. Glancing up, she saw the man who'd been eyeing her get up from his spot at the bar and move towards her. She cringed inwardly as he approached, leaning on the bar beside her.

"Hi there," he said, his voice pleasant enough but without the same effect a certain Englishman's had on her. "My name's Jefferson. Can I buy you a drink?"

Emma shook her head and lifted her glass. "I'm good."

"Perhaps I could simply request the pleasure of your company then."

Was this guy for real?

"I'm all right. My friends are actually waiting for me." She smiled and went to move past him when he grabbed her arm.

"Come on, they can wait."

Emma looked down pointedly at his hand and raised an eyebrow. "Please take your hand off of me."

Jefferson released her quickly and lifted his hands in surrender. "I apologize for my rudeness. You're just so beautiful. I'd hate to see you get away."

Emma smiled tightly. "Sorry to disappoint." She turned around to walk away but he grabbed her arm again, harder this time, and pulled her back.

"Hey, I'm not finished talking to you," he said. "Don't be rude."

Emma opened her mouth to respond, but shut it tight when she heard his voice behind her.

"I believe the only one being rude here, mate, is you. Now let the lass go."

Emma looked up at Jefferson, who simply smiled mockingly over Emma's shoulder before tipping his head towards her and walking away. Letting out a deep breath, Emma turned around.

Professor Jones was looking down at her with an intensity in his eyes that was reminiscent of their night together months ago. It sent a cool chill down her spine.

"Thanks," she said. "What are you doing here?" It was the first time she'd seen him here since that night.

He swallowed hard, his eyes dancing across her face like he was trying to memorize her. "I came here to see you actually," he said quietly.

"You did?"

He nodded. "I read your essay. It was exceptional."

Emma quirked an eyebrow. "You came to give me my exam grade? Couldn't wait till Monday?"

He shook his head, reaching up to scratch behind his ear in a nervous habit she had noticed after their first encounter. "No, that's not all, I—" He swallowed hard again. "I came to talk to you, Emma."

She let out a humorless chuckle. "Emma again, is it?"

"Can we...go outside?"

"What? To, like, the alley?"

He ignored her mocking tone and turned around, heading towards the exit. After a deep sigh and a rather large gulp of her beer, Emma set her glass down on the bar and followed him. She met him in front of the bar just as he turned around to face her.

"I just wanted to apologize, if I was rude before, about your exam. That's wasn't my intention," he said calmly.

"No problem. Is that all?"

He took a step forward and she tried desperately not to show how his close proximity affected her.

"It's not that...I mean...I just wanted to...Jesus..." He trailed off, letting out a deep breath. "Emma, I don't know how to do this."

"Do what?"

"This!" he said, motioning between them. "Emma, I'm your teacher, you're my student. We shouldn't be doing this."

"Do what exactly?" she asked, her voice low as she took a step towards him so they were almost flush against each other. "Why did you really come here tonight, Killian?"

He swallowed hard. "I had to see you."

"Why?"

"Emma, please..."

"Why?"

His voice was a broken whisper when he finally admitted, "Because I can't stop thinking about you."

Emma bit her bottom lip, eyes searching his for any sign of dishonesty. But she found none. She only saw affection and guilt—guilt, no doubt, that he was unable to deny his true feelings any longer. A part of her felt victorious, but another part of her felt guilty too. Because even though this wasn't their fault, even though they couldn't control their roles in one another's lives, she cared for him, and she didn't want him hurting because of her.

She took a step back from him, then another. "Look, Killian, I'm sorry for the way I've been acting. I just...that night..." She shook her head. "Anyways, I'll stop giving you a hard time. We can just...pretend it never happened, okay?"

"Emma, I don't want that."

A twinge of hope settled in her chest. "What?"

He shook his head. "I know this is wrong, so bloody wrong, I just...I don't think I can stay away from you."

Letting out a shaky breath, Emma took one step forward. "I should have dropped your class that first week, I—"

"No, Swan, you deserve to be in that class. You're bloody brilliant."

Emma felt her cheeks warm in a blush as she smiled slightly and looked down. "I couldn't believe you were my professor," she admitted. "You're so young and...I never would have expected it."

"You weren't the only one taken aback, lass."

She looked up at him. "Do you regret it? That night, I mean."

"I should."

She nodded. "But you can't, can you?"

He shook his head, taking the final step towards her and closing the distance between them. "No," he said. "I can't. And I bloody hell won't."

His mouth was on hers in the next instant, devouring hers, swallowing her quiet moan. His tongue demanded entrance into her mouth and she granted it readily. They made out like teenagers on the sidewalk for a while. When it became too much and she needed air, he took the opportunity to trail wet kisses down her throat, to her neck and collarbone.

"Killian," she gasped.

"Mmm," he responded, his mouth returning to hers, this time their lips tangling together in a lazy kiss.

Emma broke away, breathing against his lips, "Take me home."

Killian froze for a moment as he pulled back to search her eyes. "Are you sure that's what you want?" he asked, his voice hoarse.

Emma could only nod in response, her eyes boring into his.

Without another word, Killian took her hand in his and stepped to the curb, hailing a cab. He gave the driver an address, his address. The ride to his place was quiet and sexually charged. Killian's hand rested innocently on her thigh the entire time and she tried to swallow down her nerves as they turned into a nice neighborhood full of modern apartment complexes. The cab pulled in front of a building and Killian handed the driver some bills before following Emma out.

His apartment building was quite nice, she noticed, but not too extravagent. The ride in the elevator was just as tense and quiet as the drive. And it wasn't until they walked into the foyer of his apartment that he finally spoke.

"Would you like anything to drink?"

Emma looked at him over her shoulder and shook her head as she ventured further into his home. The living room was an open space with a mix of both modern and vintage furniture. But what was most appealing about the place was the large floor to cieling window that looked out onto the city. Emma moved closer, placing her hands on the window and looking out in awe.

"It's beautiful," she breathed.

"Aye."

She jumped slightly when she heard his quiet voice behind her. She turned around and he was standing barely an inch away from her.

"What...what changed your mind?" She had to know.

Killian shook his head, reaching up to brush his fingers against the apple of her cheek. "I've never wanted someone so badly before. I can't...I don't know if I have the willpower to stay away from you. I tried, but..."

"Stop trying," she whispered with a sly smile, stepping closer and placing her hands on his chest.

Killian bit his lip before leaning in to press a chaste kiss to her lips. "Emma...this could complicate things. There's still two months left in the semester."

Emma simply shook her head. "It's all right. We can be discreet until then."

"Are you sure, love?"

Her chest warmed at the endearment. "I think you'll find I'm worth the wait."

A slow smirk spread on his face. "Aye, I'd say you are."

Through with talking, Emma leaned forward to capture his lips once again. The kiss quickly escalated, the rope of sexual tension finally snapping as they consumed one another. Emma gasped when Killian grabbed her thighs and lifted her up. She wrapped her legs around his waist as she continued devouring his mouth. He moved from the window, through the living room and down the hall, pressing her against the wall outside of what she assumed was his bedroom.

Killian broke away to trail kisses down her throat as she tightened her legs around his waist, finally bringing her core in contact with the growing bulge in his trousers.

"Mmm," she murmured, searching out his lips once again.

He moved them into the dark room and tossed her on the bed with a slight bounce. She bit her lips as he reached for the buttons of his shirt, watching as slowly, inch by inch, his chest was revealed. She sat up running her hand down his chest, her fingers threading through the chest hair dusting his body. He was all man and right now he was all hers.

Emma sat up on her knees, grabbing the hem of her dress and pulling it off, tossing it to the floor. She suppressed her smile when his jaw dropped slightly as he took in her matching black lace bra and panties. She reached back for her kitten heels, pulling them off one by one and throwing them on the ground to join her clothes.

"You're beautiful, Emma," he whispered, stepping forward so he could grab her around the waist. He leaned forward and sucked at her pulse point, making her moan and whimper in response.

She reached for the button of his trousers, quickly undoing them and his zipper as she pushed at them impatiently. He took the hint and stepped back long enough to toe of his shoes and push his pants down his legs, stepping out of them. Emma leaned back in the center of the bed, her hair fanning out around her as he climbed towards her, settling between her parted legs.

"I have to ask again, lass," he said, his voice thick with arousal. "Are you sure this is something you want?"

"Killian, if you're not in me within the next five minutes, I'm going to finish this without you."

He chuckled in response before attacking her lips again, passion overriding both of them. It was seconds later that he reached behind her and unclasped her bra, tossing it aside. His hand trailed up her stomach before cupping her breast, his thumb brushing over her puckering nipple. It was almost embarrassing how much she was moaning and panting, but she couldn't bring herself to care.

He grinded against her, his brief-covered erection rubbing deliciously against her soaked center. As if reading her mind, his hand slipped down her stomach and slipped into her panties. She gasped when his fingers made contact with her wet heat. He slipped two fingers inside her, making her mewl in response as he pumped slowly in and out.

She gasped his name again, her hands reaching down to his boxer-briefs. She pushed them down at the same time that he pulled her panties down her legs. When they were both finally naked, Emma wrapped her legs around his waist, both of them groaning when his cock made contact with her center. She looked down, gasping at his length. He was easily bigger than anyone she'd ever had. She lifted her eyes to meet his hungry gaze, certain her expression was exactly the same.

Wanting to feel him without barriers, she reached down and positioned him at her entrance. He watched her with hooded eyes as he finally, finally, slipped inside her agonizingly slow until she was finally filled to the hilt.

She could barely breathe when he started to move. His strangled moan only turned her on more and she could feel her wetness trickling down her core, coating him in her arousal.

"God, Emma," he groaned, lifting up, his hands on either side of her head as he picked up the pace of his thrusts.

She couldn't even hold back anymore, practically screaming as he filled her up over and over again. He leaned down, nipping at her ear.

"So tight," he whispered. "So wet, Emma, fuck."

Holy shit. His dirty talking was the straw that broke the camel's back and she came harder than she had in her entire life, clenching around his thick length as her walls pulsed around him. Killian followed soon after with a long, sexy moan as his hips stuttered and he emptied himself inside her.

They were both panting heavily as Killian lowered himself onto her body, careful to keep most of his weight on his arms as he peppered her face with kisses. She sought out his mouth, their lips connecting in a slow, sensual kiss before he finally pulled out of her, rolling onto his back, still breathing heavily.

"That was..." she trailed off, unable to find the words.

"Bloody amazing," he breathed.

Emma smiled and turned onto her side, resting her head in her hand. "Just think, if you hadn't been so stubborn, we could've been doing this months ago."

Killian chuckled, turning to look at her. "Aye. I'm a bit of a fool, I suppose."

"No," she said. "You're just a good person."

He swallowed, a cloud overtaking his features. "And now?"

"You're still a good person. A good man. We can do this, Killian. The semester will be over soon enough and we won't have to worry."

She was relieved when a smile finally lit up his features once again. He reached out and stroked her cheek.

"I do love the sight of you in my bed," he murmured.

"I like being in your bed."

He rolled over, forcing her onto her back as he hovered over her. She felt his length against her thigh, already hardening again.

"Looks like you're ready for another round," she smirked.

"Aye," he said. "Do you think you can handle it?"

He began trailing kisses down her chest, towards her stomach.

"I think I can handle—" She cut off on a gasp as his mouth came into contact with her dripping core. She threaded her hand through his hair, staring up at the cieling as the man between her legs completely consumed her once again.