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"It's what I do, Will. I worry."

Standing from his usual seat in Emma's office he walked around the desk to stand in front of her. Kneeling before her, he took both of her hands in his.

"About what?" He asked, "Talk to me."

Will jiggled her hand in his, breaking her from her train of thought.

Tears formed in the backs of her eyes as she looked down at their clasped hands. "I worry... I worry that maybe I wasn't what you were expecting. I worry that you'll remember that you can do better than me. I worry that I'm just... not enough. For you or for anyone."

A single tear rolled down her cheek.

"Oh, Emma. My beautiful, wonderful, perfect, Emma. You have absolutely nothing to worry about."

Brushing the tear from her cheek, he gave her a reassuring smile.

"You're more than enough, Em. I don't know what I did to deserve someone like you, but I'm glad I did it. There isn't a day that goes by that I don't think about how lucky I am. How lucky I am to have you as a friend. To be able to touch you, hold you, kiss you."

Will tucked a stray hair behind her ear.

"If there's one thing you didn't have to worry about, it would be us. I'll always be here when you need me." He whispered. "Always."

She sniffed and lifted her head meeting his eyes. "Thank you."

Will gathered her into his arms just as the bell rang.

"Y-you should go, Will." She muttered after a few seconds of being wrapped in his warm embrace. "You're going to be late."

"It's okay." He whispered, pulling her back into his arms. "It's okay..." His chin rested on top of her head as he swayed from side to side, singing softly to her.

Baby I see this world has made you sad
Some people can be bad
The things they do, the things they say
But baby I'll wipe away those bitter tears
I'll chase away those restless fears
That turn your blue skies into grey

Why worry
There should be laughter after the pain
There should be sunshine after rain
These things have always been the same
So why worry now
Why worry now

Baby when I get down I turn to you
And you make sense of what I do
I know it isn't hard to say
But baby just when this world seems mean and cold
Our love comes shining red and gold
And all the rest is by the way

Why worry
There should be laughter after pain
There should be sunshine after rain
These things have always been the same
So why worry now
Why worry now

Emma lifted her head from its resting spot on his chest. She reached a hand up and twisted a stray curl gently between her thumb and index finger. "I-I love you, Will."

Will grinned and pulled her into his arms once more, "I love you, too."

He pressed his lips gently against hers.

A few silent minutes passed before Emma stepped back. "Go. You're really late now. Thank you... for staying.." She said reaching up to fix his tie.