AN: This little one shot is for laurroon after she left a few prompts. Thanks so much laurroon! Two of her prompts are filled in this fic and they are 'midnight phone call' and 'Will convinces Emma to be on top for the first time'. There isn't any smut, but I think the fluff is a pleasant mix of sweet, sexy and amusing. I hope you enjoy and I appreciate every review!

It was late on Wednesday night when his cell lit up on the nightstand, and Will had to place his borrowed copy of 'Dealing with OCD' bind-up across his lap to reach the vibrating object.

It was Emma.

Will was surprised. He shouldn't have been, they'd been dating for five months now and their relationship was perfect. Except that day, Wednesday the 25th of July, Emma had been unusually nervous and her obsessive habits had shifted to overly-obsessive, as she had been six months ago, in the span of just twenty-four hours. This change had prompted Will to drive over to the local library after school on Wednesday to find a book, an audio tape, anything that could help him understand this sudden change. Would it linger?

He had left her house late the night before, and unlike most nights, they had kept their clothes on and stayed away from the bedroom. It was a normal night filled with laughter and chaste kisses, and they had enjoyed each other's company over wine and a pasta dish Emma had cooked as a surprise. It was so normal and sweet, and the next day, to Will's complete confusion, Emma was a nervous wreck.

When they first started dating and couldn't get enough of one another, they had both decided it would be best if they spent one night during the week apart. And Wednesday it was. But as Will stared at the caller ID, he guessed this wasn't another 'I hate this stupid rule, I wish you were with me' late night call.

"Hello?" Will answered quietly.

It sounded like she'd just gotten back from a five mile run. "Will?"

"Yes?" Will asked calmly, confused by her stuttered breaths.

"Hi." And he could see her smile, wide and almost reaching her ears. God, he loved her so much.

"Hi, baby," Will whispered warmly, attempting to ease her troubles as best he could. She was a fragile woman who sometimes needed that little bit of help, assistance that would comfort rather than patronise.

"Hi."

Will grinned softly, watching his tired expression in the mirror against the wall as he turned his head. He didn't look right- sitting there alone in bed, without the redhead beside him.

"What's up, Em?"

Emma's words were rushed and stuttered. She used to stutter in nervousness when they first began dating again. Will remembered months ago when they were falling in love all over again, reality a factor that was now carefully considered in moments when they were blinded by passion. Their relationship was wonderful and real. No lies, no hidden concerns. Simplicity was the roommate to the respect they sheltered in their relationship.

"Not much. I-umm, I wanted to talk to you. About something."

"Me, too, Em." Will glanced down at the informative book tented over his thighs and turned it over, finding the interesting fact he had gushed over moments ago before her call. "You know something funny? OCD patients are more likely to have musical hallucinations. That's got to be some kind of-

"Umm, yeah, I knew that. Look there's-

Will cut Emma off as he tried to reason playfully with her. "Yeah, but, it's like a sign. I teach Glee Club, you have OCD, we're perfect for-"

"Will!" Emma's tone was shrill, and he looked up from the book, resting it upon his knees again as he gave his full attention with interest.

"Yeah?"

"I need to ask you a question."

"Okay..."

"And I need you to take this very seriously," Emma added, her tone nervous and coated in embarrassment.

His word of agreement matched the expression on his face, wrinkles forming upon his forehead in curiosity, "Sure."

It was the middle of the night, almost midnight in fact. She usually went to sleep much earlier. Except when they were together. Sometimes they were up all night, wandering hands exhausting each other's bodies.

Emma's words travelled over the phone in a rush of worry. "When we have...you know...when we have sex, are we doing it right?"

Will's lips pursed in complete amusement as his eyebrows shot up. "What?"

Emma huffed at the thought of having to explain her question. "Well I just need to know if we are doing it the way we should be, or if we're just doing it the way you think will make me more comfortable..."

Will licked his lips in contemplation. The images were very, very pleasant.

"Emma, our sex is very normal, I assure you."

Emma considered Will's words with a gentle pause before she questioned. "Are you sure?"

Will's smirk contradicted his serious tone. "I'm extremely sure."

Emma breathed a soft sigh of relief, and Will imagined that he could taste her breath. Minty, he imagined. She'd probably just brushed her teeth.

During a pause in conversation, Will's heart hammered lightly for her. She was so sweet and he loved that he was the one to open her world up to intimacy. It wasn't a possessive thought, but Will found comfort in knowing that nobody would ever hurt her, because he would always be the one to love her. Really love her. Hell, he had already bought a ring last week. He was just waiting for the right moment to ask her, a plan to spring to mind. He had time, though. Will had a feeling she wouldn't be going anywhere in a hurry.

"Good. I mean, it's great and all," Emma gushed, and Will predicted that her face was as pink as the skimpy, lace nightgown she had crawled into his bed in three nights ago. "I mean, it feels great, but I just wasn't certain after..."

"After what?" Will queried, his tone light and attentive.

Emma sighed and Will waited for her response. This was obviously difficult for her.

"After you left last night, I was taking the DVD out and HBO was on."

"Yeah?" Will prompted.

"And it was that racy show, you know, with the four women..." Emma trailed off.

"Sex and the City?" Will suggested.

Will imagined Emma nodding her head, her red wavy hair bouncing. He loved that she had decided to grow her hair out. "Yeah, that one."

"And?"

"Well, there was this woman, and she was...being intimate with a man, who I assume was her boyfriend."

Will waited patiently for his own girlfriend to continue.

"They were having sex, Will, but they we doing it differently."

Will struggled to hold back a giggle. That show was G-rated compared to the films that he had watched in college. Even Terri had watched every episode of Sex and the City and bought herself the box set for her thirtieth birthday. But the woman on the other end of the line, the one who spoke softly with only kind words to share didn't know the meaning of the song 'Afternoon Delight' up until eight months ago.

"What were they doing, Em?"

Emma's whisper was soft, as though the walls of her condo were paper thin and her neighbours could hear her description. "Well, they were doing what we do, but the woman was not lying on the bed."

Will bit his bottom lip as he stretched his legs out, listening to Emma's entertaining story though the phone.

"Where was she then?" Will demanded encouragingly.

Emma hesitated and began, before she stopped herself in humiliation.

"She was umm...gosh Will, look, it really doesn't matter, I'll see you at school-"

"Was she on top, Em?"

The words left Will's lips before he considered the fact that Emma wasn't ready for this. She had only lost her virginity three months ago, and granted they made love almost every night they were together, Emma was still very shy about her own desires.

There was a long pause, and Will wondered if Emma had already hung up, until she squeaked, 'Uhuh."

Will chuckled into the phone, slightly aroused, slightly amused.

"Em, I can assure you, that's very normal." He thought about his next words, and considered his own fantasies, and carefully whispered, "We just haven't tried that yet."

Emma gasped loudly, her voice raspy through the phone line as she professed, "No, no! I don't want to try it!"

Will bit the insides of his mouth, his hips shifting on the bed uncomfortably. "Why not?"

"Will!" Emma reprimanded with a squeak.

"Emma!" Will mocked, his pitch high and causing her to giggle.

"This is silly," she claimed and Will regretted his words.

He shook his head against the headboard before he spoke. "No, it's not silly. We should talk about this if it's bothering you."

Emma was quick to refute. "It's not bothering me."

"It is, and Em, it's fine to talk about things like this, about our sex life. It's healthy."

Emma was silent, and so Will continued to reassure her.

"Look, if you prefer that we spend the rest of our lives having sex in the missionary position, that's fine by me, but it's okay if we try new things that you might also like, too."

Her sigh was still troubled, but more relaxed. "I don't know, Will."

"And you don't have to decide right now," Will suggested sincerely. "Em, it's just you and me, and no matter how we...spend our time together intimately...it will always be making love."

He knew she believed his words, his promises, his honesty when she whispered softly, "That's very sweet, Will."

"It's just the truth." Will smiled warmly, aching to hold her and cast his gaze across the pillow to hers as she fell asleep in his arms. "I love you."

"And I love you." Her shaky tone hinted at the tears that were most probably trickling down her cheeks. She was so special; rarer than the performers on Broadway.

"Don't stress over the little things, Em."

Emma breathed a sigh of relief. "I'll try my best."

Will waited a moment, content to listen to the sound of her calmed breathing. Knowing she was so close and so far across eight blocks was refreshing in some strange way. "Was that why you were upset today?"

Emma breathed her response into the speaker of her phone. "Yes."

Will nodded to himself again and touched his toes together beneath the covers, wishing he could feel the sensation of her dainty feet tangling with his.

"Next time, I want you to talk to me about these things, okay?"

"Okay."

"Good night, Will."

Will wished Emma a good night, but before he turned his lamp off and closed the library book, he picked up his phone and sent her a text. She'd probably still have mixed feelings over their conversation, as much as Will had enjoyed it.

I'm looking forward to tomorrow night when I can hold you in my bed. I hate Wednesdays.

There. Hopefully that little message would relax Emma before she could get worked up lying awake in bed without a distraction; without Will's body to curl up to as she did every night.

Will shifted down the mattress and rested his cheek against the pillow. It smelled like Emma's perfume. God, she was everywhere but actually in his bed.

His cell lit up again, white light scarily illuminating the lonely room.

I hated Wednesdays, too. Until I found out they show double re-runs of that show on HBO on Wednesday nights. We'll have a lot to talk about tomorrow night.

Will grinned. She was adorable, he thought. A feeling of excitement and pride erupted in his bones. She was stepping out of her comfort zone for him, and he loved her for it. He figured he'd encourage her, display his gratitude for her efforts.

Will we?

His eyes widened at her quick reply.

I think Thursdays are going to be a whole new experience.

Before Will gave in to slumber, one thought crossed his mind. Perhaps it wasn't such a test for Emma, after all.