A/N: This story is dedicated to Egypt-chan, the queen of fluffy Shell fics. I promise I'll get to romance eventually, but friendship is a pretty good start, yes? :)


"Hey, you," the voice startled Will.

He rose from the park bench to see Shelby Corcoran walking toward him with a stroller in tow.

"I hope you don't mind that I brought Beth—it's kind of hard to find a babysitter at the last minute," Shelby explained.

"I almost forgot," Will muttered, peaking into the carrier to see a tiny baby girl bundled inside. "Quinn did mention that you had decided to adopt her."

Shelby smiled, pushing back the sun shield so Will could get a closer look.

"She's beautiful," he told her, catching the gaze of the prestigious glee club director. She beamed with pride, looking a lot less like the callous woman he had convinced himself she was. "So you kept the name Beth?"

Shelby nodded. "It's a name I've always liked, and the way Noah Puckerman said it, I just kind of knew she had a name already. I couldn't go changing it."

Will couldn't help but to smile as Shelby reached out to affectionately rub the sleeping baby's cheek. "Yeah, Puck was pretty intent on helping Quinn find the perfect name for the baby—and when he chose Beth, he sang Beth by Kiss to Quinn—it was really sweet. He's definitely grown up a lot this past year."

Will continued to look at the baby, marveling at her tiny features. Her translucent eyelids remained delicately closed, and her dark lashes spilled across her full cheeks. Her little lips puckered faintly, moving slightly in her slumber.

He caught Shelby looking at him, an odd look on her face.

"What?" he asked defensively, glancing away from Shelby's face as his eyes once again fell on Beth's sleeping form.

"It's just the way you're looking at her—I don't know..." Shelby trailed off helplessly, glancing between Will and the baby.

"I guess it's because she was almost mine," Will sighed, a hint of regret lining his words.

"What?" Shelby's confusion was evident in her voice.

"My wife almost adopted her," Will explained, realizing that he hardly even touched on the complicated scenario that had been in place just months before. "It's kind of a long story..."

"I have time," Shelby informed him, catching his gaze. "That is, if you want to share..." Will guessed his expression gave away the pain tugging at his heart.

He sighed, debating whether or not he wanted to delve into the painful memories or not. He hadn't really talked about it—excluding the brief chat he had had with Emma just after the incident. Shelby looked at him hopefully, and he had to ask himself why he had even bothered to invite her today if he were just going to push her away.

"At the beginning of the school year, my wife told me she was pregnant," he began, motioning for Shelby to walk around the pavement path with him as he spoke.

The pair walked through the winding trail of the park, Beth continuing to sleep soundly in the warm June afternoon. Shelby listened in shock as Will exposed the entire truth to her. It came as a certain relief; Will hadn't realized just how much he needed to talk to someone.

"Wow," was all Shelby could say when Will finished. "I had no idea..."

Will sighed heavily, glancing at Beth once again. She stirred in her sleep, pushing her little hands free from her swaddled blanket.

"So why did you invite me her today, Will—judging by what you just told me, it sounds like you're still in love with that guidance counselor friend of yours," Shelby told him, pulling the blanket back over Beth's arms as she continued to breathe deeply.

Will had briefly mentioned Emma in his rendition of the fake pregnancy story, and Shelby was quick to pick up that Emma meant a lot to him.

"She's seeing someone else," he admitted, the heaviness of the words settling around him. "We had a...falling out for personal reasons," he didn't dare admit to Shelby that the discovery of their brief kissing had been one of the factors to send their delicate relationship spiraling over the edge. "And though I admitted to her that I love her—and I know deep down she feels the same way—things still aren't working out between us..."

"So you've decided to see me to make her jealous?" Shelby sounded slightly hurt as she came to her hasty realization.

"No! Not at all!" Will assured her, upset that she would even think that of him. "I want Emma to be happy, I really do. And as much as I want to fight for her, I don't want to push her into a relationship she's not comfortable with. If she wants to date her dentist, then I'm not going to get in the way."

"That's very sweet of you, Will," Shelby told him, her expression softening considerably. "But I still don't see exactly how I fit into this..."

"Well, if Emma chooses the dentist," Will mumbled bitterly, refusing to refer to Emma's dentist by his given name, "then that means it's time for me to move on...so instead of pining for her and making things miserable for myself and Emma, I decided to, you know, see someone myself to make things easier for the both of us. No use making myself miserable over this..." he trailed off, trying to put his words to truth. But no matter how hard he tried, he knew he was already far beyond misery.

Shelby considered his words, glancing down at Beth, who had just woken up, her little eyes fluttering as the sun hit them.

"Will," she finally said, sighing heavily. "As much as I'd like things to see if things could workout between us, I don't think right now is the time—not when you feel this way about Emma. You still need time, Will. Even if you're going to give up on Emma, you still need some time to get over her before you throw yourself into another relationship. And give Emma some time as well—what if it doesn't workout between her and the dentist? Wouldn't you like to be free and ready for her if she decides she's ready to give it a second shot? That's you're problem, Will. You get scared as soon as you realize things aren't going the way you planned them to—when it looks like you might end up alone. Just let your life play out the way it's meant to. I know it sucks sometimes when life throws these curve balls at you, but I promise things will get better. Just give it some time."

As she finished her speech, catching her breath, Will smiled at her. "You always do know exactly what advice to give me, don't you?"

"Well, I guess I'm good at something," Shelby joked, stopping the stroller by a nearby park bench as Beth began to fuss. "And you know, Will, I think you're a great guy. Maybe in the future we do have a shot together. I wouldn't mind that one bit." She winked at him, grinning widely.

"Thanks, Shelby," he told her, sitting down on the bench as she unstrapped Beth from her carrier.

"Anytime," she told him, attempting to soothe Beth as her cries grew louder. "Seriously. Drop me a message like you did this time, and we can meet up and talk anytime you'd like. I've enjoyed myself today—your company is nice, Will," she told him genuinely.

"I'd like that," Will replied, raising his voice slightly as Beth's wails cut through the serene spring day. "It's nice to have a friend right now."

Shelby smiled, rocking an inconsolable Beth in her arms. "I suppose we can be glad she behaved herself for this long," Shelby chuckled, trying to hush her baby. "Shhh, Beth, Mommy's right here. I bet she's hungry..." Shelby muttered, trailing off.

Shelby continued to rock her, whispering to her sweetly, but Beth continued to shriek.

"Do you mind if I try?" Will dared to ask, feeling useless as he sat there staring at the two.

Shelby glanced at him in surprise, and Will realized just how hard it must be for her to raise this baby all on her own. She looked appreciative at his offer.

"You can try," she told him, "but I doubt she'll calm down for you. Don't take it personally—she's pretty hungry right now."

Shelby transferred the baby from her arms to Will's. Will shifted the tiny weight in his arms, his heart fluttering slightly as the small infant rested in his grasp. As she continued to sob, Will realized he was at a loss at what to do. Feeling helpless, he began to rock the baby the way Shelby had. As expected, Beth remained inconsolable.

He looked down at her tiny face, bright pink and scrunched up as she continued to wail. The little hat Shelby had placed on her head was beginning to fall off, revealing a shock of dark hair. She was the perfect mixture of Puck and Quinn—her face was soft and delicate like her mother's, and her hair and skin tone matched her father's.

"Hush, little baby, don't say a word," he began to sing the familiar lullaby automatically, his soft voice pushing through the fervent wails of the baby. "Mama's gonna buy you a mockingbird..."

"And if that mockingbird don't sing," Shelby's melodious voice soon joined his. "Mama's gonna buy you a diamond ring."

Beth's sobs quieted as she stared up at the pair leaning over her, mesmerized by their soft voices. Soon, she was contently sucking on her fist, her wide blue eyes calmly watching them.

"Hey, you're pretty good," Shelby marveled. "I sing to her at home—I never really thought to try the same technique in public."

Will laughed, shrugging as he bounced Beth lightly on his leg. She smiled up at him with a toothless grin. This was something he could get used to.

"She likes you," Shelby grinned, watching Beth's gums grow wider as she stared up at Will adoringly. "While you have her so calm, would you mind holding her for a moment longer while I make her a bottle? She's going to be a monster on the car ride home if I don't feed her now."

"Not a problem," Will told her, never taking his gaze away from Beth's face. For a moment, Will let himself imagine what his life would've been like if he had never found out about the fake pregnancy. Would Terri have managed to pull it off, and would Beth now be theirs instead of Shelby's? With her little face looking up at his, Will didn't think that would've been such a bad situation.

But as he continued to imagine the scenario—still living with Terri in their old apartment as they raised Beth as their own, Will knew the notion was ridiculous. The fake pregnancy had just been the icing on the cake—Terri and he had never been perfectly matched, and they had been forcing a relationship for so long that they had both convinced themselves that it was the only way things could've been.

He looked down at Beth, and though he already felt a strong love for this little child, he knew that his longing was not for this baby in particular. Instead, he allowed himself to imagine another scenario. This time, the setting switched to a small suburban home, perfectly cleaned and decorated. In his arms, he held a small baby girl, a shock of red curls covering her tiny head. Beside him, a woman who bore the same hair color leaned again his shoulder. He turned to catch her gaze, her large brown eyes locking with his own. As she smiled at him, a feeling of pride surged through him.

"Will? Are you alright?" Shelby's voice brought him back to reality. She sat beside him, shaking a bottle filled with warm water and formula. "You look like you zoned out there for a bit..."

"Yeah, I'm fine," Will muttered, still trying to shake the image from his mind. Considering the current circumstances, his vision of this perfect future didn't seem likely.

"Would you like to feed her for a bit?" Shelby asked Will, handing him the bottle.

Will gladly accepted it, bringing the nipple to Beth's eager lips. She only made it halfway through the bottle before she was contently asleep in his arms once again.

"Here," Will whispered, not wanting to startle the baby. He handed the bottle to Shelby.

"She keeps falling asleep halfway through feedings," Shelby sighed, tucking the bottle back into Beth's diaper bag. "They say I'm supposed to wake her to make her finish, but I just don't have the heart."

She reached over to gently stoke Beth's tiny nose. The baby's face remained serene in her slumber.

Will held the baby girl for a moment longer, relishing the feel of her tiny body in his arms. Someday, he thought, the image of him and Emma flashing through his mind once again. Someday.

He handed the baby back to Shelby, who carefully strapped the sleeping infant into her stroller.

"Thanks again, Shelby," Will told her, leaning over to give her a quick hug. "For everything."

She seemed slightly started by his impulsive touch, but she leaned into the embrace nevertheless. "Like I said, anytime."

"And if, you know, you ever need someone to watch Beth, I'd love to volunteer." The words flew from Will's mouth before he could rein them in. He blushed slightly as he turned to look at Shelby.

She wore a pleasantly shocked expression on her face. "Thanks, Will—that means a lot to me. I'll be sure to give you call if I ever need some extra help."

He bid her goodbye, watching her push the stroller down the path until the two disappeared from sight.

He began to walk to his own car, smiling in spite of himself, his step feeling lighter as breathed in the warm spring air.