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He doesn't get down on one knee but that doesn't stop her from freaking out.

"Emma," he says softly when he sees her go pale—much paler than he's ever seen her. She doesn't answer, just blinks, and he starts to freak out himself. "Emma."

He closes the velvet box in his hands and puts it back in his pocket.

"Emma," he calls out again.

The weight of the box in unbelievable, even as he's sitting.

She finally turns her head to look at him.

"Talk to me," he says softly.

He doesn't know how to handle her like this. He needs guidance, he needs her to talk to him.

"I'm sorry—I just—," she chokes up as she tries to explain. She still doesn't look at his eyes. She knows what she'll see and she's not sure if she could handle it. "God, Graham, I—."

She stands up from the couch and runs a hand through her hair.

Through everything that's happening, he can't stop a small smile from forming on his face when he sees how tangled her hair gets after her nervous gesture.

She looks at him strangely and he snaps out of his moment.

She finally looks him in the eye. She sees disappointment, confusion and amusement. He sees fear, anxiousness and extreme bewilderment. She wonders what has him amused. He wonders what has her so fearful.

He gets up when she breaks their eye contact and starts pacing.

"Emma, please, just... talk to me," he almost begs. She bites her lip, but stops pacing.

He feels a little accomplished when she turns her body to face his. It's a start.

When tears fill her eyes he panics. She doesn't let them fall, but that doesn't take away that he's seen them and that they're there.

He does the only logical thing he knows and gathers her in his arms. He wraps his arms around her and tightly holds her against him. Who knows, it might be his last chance to do this. He doesn't know why she's almost crying, but he sincerely hopes it's not because she planning to run away.

"Emma..." he says softly, burying his face in her hair. She breaks down and really starts crying. He holds her. When she calms down, she pulls away a little. He immediately misses her.

"Graham, I don't know how to do this," she whispers softly. He doesn't even hear her, he just sees her gorgeous mouth moving.

"I don't know what to tell you," he says honestly. She likes that he's so honest. It's only now that she notices the panic in his eyes and isn't sure how to reassure him.

"I'm not running away," she says softly again.

"Not running away from what?" he asks, because he has to know. He has to. He doesn't like pushing her like this but he doesn't know what else to do.

"I'm not running away from you." She's suddenly shy, not meeting his eyes.

His finger makes its way down under her chin and he tilts her head upwards, forcing her to look at him. "Good."

"I just... I'm not good at this, Graham." A solemn tear escapes her eye and rolls down her cheek and he can't help but to wipe it away with his thumb. He doesn't like to see her cry.

"I know that, and I'm sorry for springing this on you." He knows deep down that he asked her too soon. Some part of him thought that maybe, just maybe, she would actually say yes. She knows what he's thinking, and feels terrible for letting him down like that. She's not afraid of marrying him. She's afraid of being left, again. It makes no sense, because for the past eleven months he's proven to her that he just will not leave her like everybody else. As if he can read her mind, he suddenly knows.

"Emma, I'm not going to leave you. I promise you that." he says. His thumb traces over her cheek even though no more tears are falling. "I love you, Emma Swan." He makes sure she can see his eyes as he tells her this. He pours all sincerity into those five words.

A small smile spreads over her face. He's glad that she's no longer sad and crying.

"I love you, too," she whispers to him. Her right hand trails down his left arm until she reaches for his left hand, intertwining their fingers. "I'm not running away from you. I'm just... I need time to think, okay?" she asks almost timidly.

He smiles at her. "Take all the time you need."

"This isn't a no," she says adamantly.

"I know it's not," he reassures her and almost grins when she counters him.

"Do you now?" She arches an eyebrow, and he feels so relieved to have his normal Emma back.

"Yep," he says, grinning cheekily.

"Let me see it," she says, motioning her head towards his pants. The slight tremble in her voice stops him from making a crude, sexual joke. He has a dilemma, because he doesn't want to release her hand but he doesn't want to stop cupping her face. He decides on letting go of her hand and fishes in his pocket for the velvet box. He hands it to her and feels pride surge in him when she lightly gasps. She can't help her reaction to the ring—it's gorgeous. Her brain never had a chance to process the image of the ring before it started freaking out about marriage, but now that she's looking at the ring, she's not sure what to do.

"Like it?" he gently coaxes.

"It's stunning," she mutters, almost breathless.

"Like you," he says softly and she looks up over the box to lightly glare at him. They both know that she likes it when he's being cheesy. "Sorry," he says, laughing. "Henry helped me pick it out."

Her eyes snap to his, but he just smiles. "Oh, Regina is gonna love that," she says sarcastically.

He shrugs, and to her it's quite possibly the cutest thing he's ever done.

"Ask me again," she blurts out suddenly. He looks at her in surprise.

"What?"

"Ask me again," she says, closing the velvet box and handing it to him.

He tries to gauge her emotion, but she has it all on lockdown. She channels that little power she sometimes still has against him and puts on her pokerface.

"Emma, will you marry me?" he asks, a little nervous, a little anxious and a little confused.

After a long beat, she lets a smile grace her features.

"Yes."