Disclaimer: I don't own the Good Wife. I do own a passion for Alicia and Will :)

Knock knock knock knock knock!

Alicia stirred slightly in her bed. She spared a look to the clock on her dresser, and the harsh red lights blinked confirmation that it was only just past three in the morning. She shook her head, thinking surely she was mistaken. No one would be knocking on her door this early. She couldn't fathom any of her friends that would waste a good night's sleep before graduation to bother her.

Knock knock knock knock knock!

Nope. Apparently someone thought it necessary to visit her in the middle of the night. Someone deemed themselves worthy to disrupt the one good night's sleep she'd had in the past four years of all-night study sessions and never ending tort outlines. There was no way she was going to humor whoever it was outside her apartment. All she wanted was one night! One night to save her from a slew of graduation photos featuring devastatingly large bags under her eyes.

"Alicia! Alicia, I really need to talk to you!"

And suddenly, Alicia realized that she would be answering the door because the voice calling for her belonged to one of the only people she would ever consider wasting sleep time for. It belonged to the same person who hadn't spoken to her in nearly three weeks after she had told him about her engagement. The same person that had tried to talk her out of her current relationship months ago, but she had refused. But after weeks of freezing her out, why would he be showing up tonight?

Alicia worked her way out from under the immense pile of covers she kept over her while she slept. Something the man at the door had endlessly teased her about. Alicia, you're twenty-two years old and you experience more indoor frostbite than my grandmother. She took a quick glance at what she was wearing, making sure she was properly attired to answer the door. Luckily, she had fallen asleep watching the TV in her room, so she was still wearing all the appropriate undergarments and the Georgetown Baseball t-shirt she was wearing seemed oddly fitting for the conversation she was about to have.

She treaded lightly to the apartment door, her footsteps making nearly no noise. For some reason, as she carefully undid the chain on the door and unlocked the deadbolt, she felt a bit of nerves settle in the pit of her stomach. She shouldn't be nervous, she reasoned with herself. He's been your best friend for years. You should be comfortable, she thought. Inhaling slightly, she opened the door.

The man she faced on the other side of the door looked much more like a boy than he even had when they met three years ago. God, Alicia thought, three years. He had been the guy that every guy wanted to be and every girl wanted to be with. She had been a girl a little too focused on her studies that had never once stepped out of line. Somehow, though, they had clicked. Nearly all Georgetown law students knew of the duo. He was arguably the most popular law student on campus, and she was his faithful sidekick – always going where he was going. He was the confident one, the one that taught her not to take life so seriously, to never let anything really get you down. But here he was looking – for lack of a better cliché – like someone had kicked his puppy.

"Will," his name was barely a whisper, more like a sigh. It had come out almost subconsciously.

"Hey," he murmured. His shoulders were hunched and the scruff on his cheek read that he hadn't shaved in the three weeks since she had seen him last.

Alicia shook her head for quick second, hoping it would help clear her mind.

"Come in," she heard herself say. Her body seemed to be out of synch with her mind, though, because it took Will trying to inch his way between her and the door for her to realize she needed to open it wider.

She closed the door and leaned against it slightly, watching as he stood awkwardly in her living room. For a second, Alicia felt overwhelmingly saddened just by that one image. She thought of the countless nights they had spent spread over the couch, books long forgotten on the coffee table, as the watched seemingly endless movie marathons and ate their weight in take out. But now, here they were walking on eggshells around each other, almost as if they knew that one wrong word would be the end of their friendship forever.

Will was the one to break the silence.

"I'm sorry," he said. The words were soft, a tone she only heard from him on occasion. A tone she was almost certain he only used with her. "I know it's late. I know it's too late."

"No," Alicia frowned. "Will, I – I don't care what time it is. I'm just glad to see you. It's been – "

"Three weeks," Will finished for her. "Believe me, I know. I, um, I came by once or twice, but I just kept staring at the door. I couldn't get myself to actually work up the nerve to knock."

"Right," Alicia said softly. "Well, I'm glad you finally did."

She listened as Will laughed almost bitterly.

"You really shouldn't be glad."

"Why not?" she asked. Alicia finally moved from her place at the door and sat on the couch. She gestured for Will to sit too, but he shook his head.

"I think I want to be standing," he explained.

Alicia noticed the way his right had was deeply embedded in the pocket of what she now noticed were fleece, plaid pajama pants. Looks like she wasn't the only one that had to wake up to have this talk. She related the familiar gesture to the countless times she had seen him stick a baseball in his pants pocket. He tended to fiddle with them when he was nervous or thinking really hard about something.

"Will," she said gently, "what's going on?"

"Remember when we were 1Ls, and we used to talk about all the things we were going to do if we ever managed to make it out of law school?" he asked.

Alicia smiled a little at the memories.

"Yeah, yeah of course I do," she assured.

"We said we'd apply to the same places, remember? That we'd work in Chicago, even if it had to be at different firms. Share our first apartment because we'd be lowly associates and rent would be insane for an apartment in the city. Then we'd move up the proverbial ladder. Junior associates to senior associates to equity partners," the corner of Will's mouth twitched upwards slightly.

"Then we'd open a law firm together," Alicia smiled. "Cavanaugh, Gardner, and Associates."

"Gardner, Cavanaugh, and Associates," Will fought half-heartedly. "It all sounded so perfect, you know?"

"Of course it did," Alicia smiled sadly. "We were twenty-two. We were dreaming of a day when we wouldn't be endlessly studying ever Supreme Court decision since Marbury v. Madison. They were hypotheticals. Things that made all the endless essays and textbook induced paper cuts seem worth it."

She noticed Will's gaze drop down to his foot that was gently toeing her carpeted floor.

"Right," Will agreed. One corner of his mouth tilted downward. "It's just that – "

"Just what?" Alicia prompted when she realized he seemed regretful to finish.

"I don't know, maybe it's just because all these things are changing and graduation is tomorrow, and I'm getting nervous. I'm being ridiculous. This was a terrible idea."

"Will, whatever you feel like you need to say, just say it. We're best friends, remember? You can tell me anything," Alicia said.

Will seemed to ponder this for a second, and he nodded.

"It's just that lately I've been thinking that maybe we weren't just dreaming."

Alicia looked at him.

"Sorry, I'm just not sure I know exactly what you mean," she said.

"Alicia, I'm going to say some things to you, and they might make you hate me. And I, I don't want you to hate me, I really really don't. But I also don't want to spend the rest of my life thinking that something didn't happen just because I didn't make myself clear. Okay?"

Alicia closed her eyes for a second. She almost wanted to forget this was happening. She almost wanted everything to go back to the way it had been four weeks ago when Will was just her goofy best friend, who she may or may not have crushed on for a few years. She wanted to go back to when the only things they ever really worried about where what cases to reference in their mock trial and what notes to study for their Civ Pro final. Because none of that had ever felt like real life, but this –whatever it was that Will wanted to say to her – felt real. It felt like the throw you back in your seat, twist your gut into disturbing shapes, knock your socks off kind of real.

Finally, she sighed. She found herself definitely agreeing with one thing he had said. She didn't want to go through life with a trail of "what ifs" behind her. If Will was going to say something that was going to change her outlook on her future, she wanted to know what it was.

"Okay," she said simply.

"Remember the night we met at that party for all the 1Ls?"

Alicia assumed the question was rhetorical as he continued speaking.

"I was making a complete ass out of myself, doing cannonballs or something, and you were on the other side of the pool with only your feet in the water. I remember it specifically because when I saw you, I was actually a little worried for you."

"Worried for me?" Alicia interrupted. "Why would you be worried for me?"

"You were wearing this incredible red dress, and your hair was pulled back. All it took was one look and I thought you were the most beautiful girl I had ever seen. And I was worried because I thought someone might accidently knock you in or splash you and then that amazing dress would be ruined and you would be sad."

"Will," Alicia breathed.

He continued as if he hadn't heard her.

"And that girl you were with, I can't even remember her name."

"Rebecca," Alicia supplied. She and Rebecca had been friends during undergrad, but once law school had kicked up, they began to see less and less of each other. Though, Alicia had always assumed it also had a little to do with her newfound friendship with Will.

"Right. She brought you over to meet me."

"She thought you were really cute. Everyone did. Everyone does."

Will made a noncommittal sound.

"She brought you over, and she introduced you and it was like everything just clicked into place, you know? We'd spent all this time on the same campus, but we'd never met. We'd spent twenty years focusing our lives on other people. Wasted all that time making friends with people that we never really liked when we lived not even a mile apart from each other for four years. And after spending one night talking to you, I was ready to kick myself for not finding you sooner. We just got each other. Just like that."

"We were inseparable," Alicia agreed.

"And I kept telling myself I wasn't going to ruin it by asking you out. Because once I did that, that would be the end of Will and Alicia – the best friends. It would be the start of Will and Alicia – the couple that lasted like a week. I would get this sudden urge just to ask you on a date while we were studying or watching TV, but I'd always convince myself not to do it. But then, right before Christmas break last year, I couldn't take it anymore. I came over here, remember? But when I got here, you were on the phone with your mother, and the two of you were fighting."

"She wanted to bring her new boyfriend to visit me and Owen over the holidays," Alicia recounted. She laughed slightly. "I was so mad at her."

"Yeah you were," Will laughed. "And after you hung up you turned to me and you said that you could never bear turning out like your mother. You said you didn't want to have any serious relationships until you were out of college and working and self-efficient and independent. So, obviously, I couldn't ask you out after that."

"Will," Alicia felt her heart beating twice as fast as it had been before, "if I had known. I never – I wouldn't have – "

"It's okay," Will smiled. Alicia was surprised to sense that he actually meant it. "I was so into you that it was a little relieving. I thought it meant that I didn't have to rush anything. I thought it meant that we could stay best friends through school, and once we were in Chicago, we could figure things out. But then you came back from Christmas break."

"Peter," Alicia gathered.

"Peter," Will nodded. "You had met Peter. I had missed my chance. Struck out, if you will."

"You never told me. Three years, Will, and you never told me anything about how you felt!" Alicia felt herself growing angry. She was becoming annoyed with how guilty she was feeling. The unsettlement in her stomach was reaching a disturbing level.

"It's a two way street, Alicia! You never told me how you felt either!"

She could tell that he was snapping. They both were. They were suddenly dealing with three years of misrepresented feelings.

"Oh really?" Alicia scoffed. "And how do you figure that I had any feelings for you?"

"Owen told me!" Will declared, his voice was almost a yell. "He called me like two weeks after we came back from break and begged me to tell you to break up with Peter. And I asked him why he thought I would have any pull over who you did or didn't date and he told me that during summer break last year you told him you thought you were in love with me!"

"Fine!" Alicia shrugged, her own voice rising slightly as she stood from her spot on the couch. "Fine! Maybe I did have feelings for you. But how was I ever supposed to get the guts to tell you when you were busy dating every girl on campus?"

"You're the one that kept setting me up with all those girls! I thought you were trying to tell me that you weren't interested!"

"Well I thought if you dated enough of the wrong type you would realize that I was the right type!"

She watched as Will breathed in deeply through his nose and ran his left hand through his hair. His head began to shake side to side.

"I can't – I can't do this. I can't be yelling at you over mistakes we both made a year ago. We need to talk about what's happening right now."

They both looked at each other, and wordlessly they sat down on the couch.

"What is happening right now?" Alicia asked quietly. She agreed. The yelling and the anger had to stop.

"You're getting married. You're getting married to a guy that I think is a jerk. I don't think he deserves you. I don't think he'll ever understand how important it is to you to have a career. I don't think he'll ever understand how talented you are or what an amazing lawyer you're going to be. I think he'll want you to play housewife while he runs for office after office. And if I'm right, I think you and I will drift away from each other because I can't stand the thought of watching a guy run your life for you when you're so capable of running it for yourself."

She'd heard similar things from him three weeks ago, but then they had been shouted at her. But right now, the way that he calmly stated them as if they were set in stone, she felt herself actually listening.

"Peter loves me," Alicia muttered, though she wasn't quite sure if she meant it for Will or for herself. She gazed at her hands that were wringing nervously in her lap.

"Not as much as I do."

Alicia's head snapped up immediately, hoping to meet his eyes, but Will was staring straight ahead, to the blank TV. In a way, it made his declaration even more truthful.

"I'm in love with you," he whispered. It was almost as if she wasn't even in the room. Alicia almost didn't believe it when she saw a teary sheen in his eyes. "I am so in love with you, and I think if you marry Peter you will be making the biggest mistake of your life."

"Why?" Alicia found it in her to ask.

"Because," Will shrugged. And the next thing he said was said simply, as if it was the most natural conclusion on earth. "You should be marrying me."

And it was the way he said it, so logically, so conclusively, that Alicia really began to think about it. She thought of the way her stomach dipped when Will would throw his arm over her shoulder as they walked across campus all those times. She thought of how proud she felt when he won his first mock trial. She thought of all the times she sat through his baseball games just to see his smile when his eyes would meet hers across the field. She thought of that summer she spent at home, telling Owen all about her giant crush on her gorgeous best friend. She thought about how gorgeous she thought he was even now, with weeks' worth of stubble and pajamas. She thought about how much she had cared about him for the past three years – how much she had loved him all that time.

"Oh my God," she whispered. She felt her eyes well up as she focused her attention to the ring on her left finger.

Out of the corner of her eye, she saw Will turn his head towards her.

"I'm sorry," he said softly. "I knew it would make you hate me. I just – I had to tell you. I won't – I'm not going to try anything else okay? This was my grand gesture. You don't have to worry about me crashing your wedding or anything I'm just – "

For a split second, some part of Alicia's brain wondered why he had stopped talking. Then, another more conscious part of her reminded her of the way she had practically jumped him. Their lips were moving together rapidly, neither of them willing to break apart for air. Her hands wove into his hair and one of his settled where her neck met her shoulder while the other one cupped her cheek.

Surprisingly, or maybe not so surprisingly, he was the one to pull away from her.

"Please tell me that this isn't you giving me something to remember you by."

"It's not," Alicia stated calmly.

"It wasn't a pity kiss, right? Because I can handle a lot of things, but I don't know if I could handle you pitying me."

"I definitely don't pity you," Alicia said. She kept her eyes locked on his as she removed the diamond ring from her finger and tossed it lightly to the coffee table.

"I can't marry Peter if I'm in love with someone else," Alicia said.

For the first time that night, Will gave her a broad grin and his usually cockiness returned to his voice.

"That's the hottest thing I've ever heard."

"Really?" Alicia asked, coyly.

"Oh yeah," Will muttered, his lips moving closer and closer to her ear. "And removing the ring? Even hotter."

Alicia tried to ignore the way her breathing hitched when he began to kiss her ear, moving down her jawline quickly.

"Really?" she asked, smirking again. "Because I could think of a few things I could remove that would be even hotter."

Will stood abruptly and before Alicia could really register it, he was carrying her bridal style toward her bedroom.

"That's a lot of talk, Cavanaugh, but I think three years of sexual frustration is merit for a little … action."

Alicia's throaty laugh carried through the apartment.

Hours later, two best friends – turned lovers – awoke to graduate and finally begin the first day of the rest of their lives. Together.

I'd be so happy to hear any of your thoughts!