Hey guys I'm back with another 3 shot. Thanks to Danielle & Holly for giving me the green light on this ! 3 you guys! After the depressing shock that took place yesterday I figured that this was needed. Hope you like it, please review it would make my life! Ps. The rating will be going up.

Emma breathed heavily as she looked up intently at Will, his eyes were rimed dark with lust. She had forgotten how beautiful his eyes were, and as she starred longingly into them, all of her troubles disappeared, all she could think of at the moment was him. At that moment no one named Carl even existed, the only thing that did were her long lost feelings of love for Will. They were so close, their faces inches apart. Her heart pounded wildly, the old feelings that were overwhelming her only grew stronger with each passing second. Just as he leaned in, his lips almost touching hers, it hit her. No matter how much she wanted him this was wrong.

She was with Carl now. He was sweet to her, she liked him, but he could never make her feel the way that Will did. No, that didn't matter she needed to do the right thing first. She shook her head of all thoughts, trying to regain her focus, and jumped off his desk making a run for it. Just when she thought she was safe, something stopped her. Will spun her around by the arm, she looked at him, this time seeing pain and hurt in his eyes.

"Don't go" he pleaded in a whisper, as he took her hands in his and pressed his forehead to hers.

She knew it was too late, doing the right thing was impossible now.

Looking at his soft face, his eyes pleading, pleading for forgiveness, for love. Doing the right thing was not only impossible, but also out of the question. Without a moments hesitation, she pressed her lips firmly to his, to let him know that she wasn't leaving. Will responded immediately kissing her back, running his tongue across her bottom lip. Emma moaned as Will's actions caused a fire to start building in her stomach, she opened her mouth granting him entrance. With every second the fire that was building grew hotter, deeper, more intense.

These new feelings amazed her, it made her wonder why she hadn't gone through with the first time. They were content like this for a while, as they battled for dominance. Will then slowly pulled away leaving her breathless,and began nipping at her collarbone. Emma suddenly felt her knees go completely weak, and threw her arms around Will to keep from falling. Without ever losing contact he then got the hint, and stumbled backward lifting her back on his desk.

Then he froze, he had longed for this moment for so long, but it didn't feel right. This wasn't how he wanted it to be, not out of pain and anger, or especially when she was with someone else and not him. He also had never intend their first time to be on his desk, in secret, in the darkness of a stuffy old classroom. He wasn't going to let it happen this way, it needed to happen for the right reasons.

"I can't do this" he sighed looking away from her.

"Why?" Emma asked, "This is what we've both always wanted"

"Not this way" he replied still looking in the other direction.

'But Will..." she pleaded softly, taking his face in her hands so that he would look at her.

'But what Em?, What do you want from me?, Do you expect me to play the other guy?" he snapped.

Emma's face fell, and she starred into her lap avoiding his gaze. She felt as if his harsh questions had just driven a knife through her heart. She knew the answers to everything that he had asked. She wanted him to keep fighting for her, she wanted him to love her, and most of all, she wanted him to be the only guy. A huge wave of hurt and anger overcame her, as she came to realize the truth, about everything. 1. She would always be in love with Will and nothing was ever going to be able to change that, no matter what she tried to do or tell herself. 2. What she was doing to him wasn't fair at all.

"No" Emma choked out softly as tears began spilling from her eyes.

"Do you love him Emma?" Will asked her in a cold and icy tone, trying to catch her gaze.

"No!" she shouted looking up him tears falling down her cheeks, "I don't love Carl, I love you Will, I always have!"

Will looked at her stunned, part of him couldn't believe that Emma had admitted to still being in love with him. His heart felt like it might explode after hearing those words, which were like sweet music to his ears.

Before he could even think, he was standing in front of Emma again, his lips pressed to hers.

After a moment they both pulled away for much needed air, their foreheads touching.

"Before we take things any further, you need to have a talk with Carl" he whispered brushing away a few stray tears.

Emma nodded in agreement, it was the right thing to do.

"See you later?" she asked with a small coy smile.

Will shook his head, he could only begin to imagine what would take place later.

With that Emma slid off his desk, and left him alone dumbfounded.