She can't stop staring at Will's lips. They're moving a mile a minute, in the midst of his animate conversation. She's sure it's enthralling, but she can't seem to pay attention. His mouth slowly curls into that lopsided grin, and she almost loses it. Suddenly she's flanked with memories of their short-lived time together: kissing in school hallways and dancing in his candlelit living room. And all at once she misses him.

Or maybe all at once she realizes that she's been missing him all along.

Her conscience kicks in immediately after the realization, and Carl jumps to the forefront of her mind. Carl: her boyfriend of a few of months, who she cares about. He's sweet and considerate and everything she should be looking for. But fire doesn't rise from the pit of her stomach and consume her every time he presses his lips to hers. Her cheeks don't flush when he smiles at her. He doesn't capture her dreams every night.

No, all of that still belongs to Will.

"Emma…?" her name wakes her from her thoughts, tumbling from his mouth in that soft, warmhearted way that's unique to him. "Did you hear me?" he adds when she nods her head.

"Um... I'm sorry. Guess I slipped away for a moment. What was it?"

"I asked you if you wanted to chaperone Sectionals in a couple of weeks, with me. Since we have a few new members I could some help…" He grins again, almost as if he knows she'd say yes to anything with that look on his face. "It's alright if you don't want to, but I could use you to keep my nerves in check, too." His smile broadens.

"I, um… sure, Will." She says, her head beginning to spin at the idea of seeing him outside school hours. "I'd be glad to."

"Great!" he says happily, slapping his hands together for effect. He rises from his sitting place then, the chair across from her desk, and begins to make his way out her office.

Before she can even process her instinct, she calls out to him before he can open her office door. She stands and walks over, standing dangerously close to him. Her proximity seems to immediately affect him. The smile falls from his face and his eyes glaze over with something that she can't place but feels so familiar. His gaze is suddenly so intense that her heart pumps a little faster, sending a wave of heat to every extremity of her body. She doesn't see his hand reach out to her, but she feels his fingertips brush against the skin of her upper arm and she has to close her eyes for a fleeting moment. She can feel him inch closer to her. His nose touches her forehead and she can feel his warm breath running a little faster.

"Em…" he murmurs nonsensically, and just like that, it's all too much for her to take.

All thoughts of anything (particularly anyone) else evade her and the sudden magnetism between them has her pulling him in by the nape of his neck. Her fingers splay his hair and his lips, warm and intoxicating, crash against hers.

Fire.

He's frozen in place for a moment, even though his arms are instinctively wrapped around her. His mouth is unmoving on hers as she kisses him with all the pent up want and longing that's scratching to the surface of her heart. Soon enough, though, he melts into the kiss and responds to her. A groan rises from the back of his throat and she sighs, feeling him everywhere all at once. Just as his tongue swipes her bottom lip and her body begs her to give in to him and the incredible way he makes her feel, guilt hits her with a force that sends her into an immediate panic. She breaks the kiss quickly, leaving him dumbfounded. As his eyes flutter open, he stares down at her quizzically for a second before realization hits him and he shakes his head bitterly.

"I can't do this…" she mutters under her breath, her voice sounding a bit erratic. He laughs humorlessly, turning from her and taking a step away. When he faces her again, she's a little unnerved at the blaze in his eyes.

"I don't get it, Emma!" he snaps, making her flinch with the volume of his voice. "What do you want from me here?"

Tears sting at her eyelids and she takes in a shaky breath. She wants to say that she doesn't even know, or that she just simply wants him, but it's so much more than that. Frustration bubbles to the surface and leaves a bitter taste on her tongue.

"I want you to feel something, Will!" she bites, wiping furiously at her cheek as a tear spills over. "I want you to do more than stand here and act like everything is fine! Maybe I want you to care enough to fight for me!"

He's speechless for a moment, but as she meets his intent gaze, his eyes spell out an array of detrimental things: anger, disappointment, and disbelief.

"Emma, wha- are you kidding me?" his voice is more incredulous than angry this time. He reaches out to her and takes her face in his hands, palming her cheeks and gently making her look him in the eye when her stare pans to the floor. "Don't you know what this is doing to me? Every day. Thinking of someone else kissing you… touching you. Someone else loving you." his green irises glaze over as his voice gets quieter but doesn't lose its insistence. "… It kills me."

"Will…" she murmurs before he tears himself away from her.

"I stand here, I talk to you and smile because you're with someone else, Emma. You're with Carl, he's great, and I…" he pauses, pursing his lips and placing a hand roughly to his chest, over his heart, "I can't get rid of this gnawing pain that won't leave me alone… you have no idea."

Her mouth falls open in astonishment for a minute and she gapes at him, wide eyed and lost.

"No, Will." She says, acidity in her tone. "I think I have an idea. All that time that you were with Terri and I was…" she trails off, biting her tongue.

All that time that you were with Terri and I was in love with you.

She shakes her head and tries again. "You were with Terri, Will, and I was the one who was alone."

He walks away from her, taking his usual seat in the chair opposite her desk. She's completely still, watching him from the door. His back is to her, and she watches as his shoulders rise and fall and he sighs deeply. He clears his throat as she finally finds her limbs, making her way to him and taking the chair next to him.

"It kills me that it's not with me," he murmurs, his words slightly muffled because his face is buried in his hands and his elbows are braced against his knees. "but I just… want you to be happy, Em."

Silence.

"I'm not." She breathes.

"What?" he says urgently, quickly lifting his head from its resting place.

"I'm not… happy." She replies, absentmindedly beginning to play with the hem of her skirt. "I've tried, Will, but I'm not. Not without you."

She expects him to find words, or maybe she just wishes he would, but he just sits there silently, gaping at her with his lips parted in his shock.

"Will…" she whispers insistently, "I wanted this thing with Carl to be real, I did, but I guess I just… wanted you to feel something too. Say something, please."

As soon as it tumbles from her tongue and passed her lips, she immediately knows that her impulses led her to the wrong words. His brow furrows, a sharp breath escapes his chest and he shakes his head in indignation.

"Feel something." he repeats, his voice empty and void of any emotion. It alarms her more than his prior tone of anger. "that's great, Emma…" He steps away from her, facing the opposite wall, and she can do nothing but stare at his back and notice his shoulders tensing. She bites her lip to keep it from trembling and feels a tear cascade down her cheek.

"I'm-" she starts before he whips around and interrupts, his eyes so full of intensity she falls immediately silent.

"I've made mistakes, okay?" he snaps, his voice louder now, "I've been selfish and I hurt you in the past, I know that... And you have no idea how sorry I am. But I have been fighting for you, Emma. I've been acting like I'm okay, like it doesn't matter to me that you're with someone else, because I thought it was what you wanted!"

"You think I wanted you to act like you didn't care?" She shouts, standing then and nearing him, placing her hands roughly on her hips.

"I don't know what to think." He sighs, running a hand through his hair exasperatedly. His gaze shifts around the room, attempting to find focus on anything but her before he slumps visibly. "I have to go…"

"Don't." she pleads, grabbing onto his wrist as he takes a step away from her. His pain stricken gaze finally softens a bit when he catches the quiet urgency in her tone.

With his free hand, he pulls hers away from its hold. His thumb brushes against her palm before he drops it at her side.

Then he opens the door, leaving her to watch helplessly as he walks down the hall.

She breaks up with Carl that night.

When there's a knock at her door, she begrudgingly gets up from her couch, dragging her feet to the entrance. Carl stands there as she opens the door, an assortment of flowers in his hand and a smile on his face, claiming that he wanted to surprise her and make her dinner. She tries to look happy, she really does, but even she knows her attempt is of poor effort. His grin fades into concern and he steps into her apartment, placing the bouquet on the nearest surface so he can run his hands down her arms. She immediately tenses at his touch and he pulls back so quickly, it's as if he's been burned.

"You all right, Emma?" he asks.

She sighs. She doesn't have the nerve to tell him that no, she's not all right. She stares at the floor for a second and then gently takes his hand and leads him to the couch. She waits for him to sit and then takes a seat a good distance away from him. He eyes her with a mixture of confusion and apprehension and she swallows before gathering her courage. She can't believe she's about to hurt the honestly great guy sitting next to her. She knows that he's exactly what she should want, and she almost curses her heart for its inclinations. Being with Carl would be so easy, so stress free. So safe. He can't hurt her if her heart isn't his.

But she wants Will, just as she always has. It's terrifying and overwhelming and so wrong now that she's gotten herself into another relationship. She's just so tired of running away… and she thinks that, hopefully, Will will be there when she finally stands still.

She quietly clears her throat, realizing her silence is probably causing Carl discomfort.

"I, um- I have to tell you something."

The conversation is long and mostly one-sided. He sits motionless next to her, shaking his head and edging a word in from time to time. She manages to leave Will out of the discussion, remarkably. However, she feels horrible about the way she stumbles through it, unsure of quite how to handle things. After what feels like hours, she pauses, letting the situation heavily sink into the atmosphere around them.

"You're wonderful, Carl." She sighs, "but… my heart isn't in this relationship. I'm sorry." There's a finality to her tone and it not only surprises him, but her too.

He nods, for a moment not even daring to look at her. The silence is palpable and she feels heat rush to her cheeks in her discomfort. Tears begin to pool in her eyes and guilt runs through her veins: rampant and invasive.

"It's him, isn't it?"

"I… what?" she whispers. She blinks in shock and feels a few tears cascade down her face.

"Don't play coy, Emma." There's a bite to his voice and she flinches, suddenly hoping for the conversation to be over. "It's Will. He's why you don't want to be with me."

She can't find it in herself to speak and she stares at her lap in silence, managing to stifle her tears to mere sniffles. Carl rises from the couch after a moment and paces slightly. He stops sharply, turning to face her from across the room.

"You love him." He says, a mere fact, not an accusation.

Her heart begins to beat fast, thumping against her eardrums so loudly that she's almost sure that he can hear it and take it as confirmation.

"Yeah… I love him."

It's the first time she's said it aloud, and she feels like a bit of an idiot for saying it to a guy who was her boyfriend a mere 15 minutes ago. But, it's so liberating to admit it to someone who isn't in the recesses of her mind.

A smile almost sneaks its way onto her face but she's brought back to reality when Carl mutters something under his breath and storms out of the room, heading for the door. She follows closely behind, not wanting things to end this way.

"Carl! Carl, listen to me, please." She pleads gently. He spins around to face her, gesturing wildly for her to stop.

"Tell me something." He says, "If you knew you still had feelings for this guy, why were you with me?" His frustration is starting to get to her and she closes her eyes, willing the tears there to leave. She releases a slow, shaky breath, hoping he doesn't notice.

"Because… I thought I could forget." She murmurs, her voice thick.

"Guess you were wrong then…" He walks away from her, pulls his car keys roughly out of his pocket and turns the doorknob.

He opens the door to reveal Will standing there, his fist raised as if he was about to knock. His brow shoots up in surprise and he begins to mumble erratically, clearly uncomfortable.

"I'll go." He says, backing away quickly.

"No, she's all yours." Carl mutters, giving Will a look that makes him uneasy, and walks away from both of them.

Will stands awkwardly in the doorway as their gazes meet. There's a question in his eyes and she steps aside to let him in. He closes the door behind him, toes off his shoes and follows her back to the couch as she sits, her shaking limbs now unable to withstand her weight.

"Hi." She mouths as he sits next to her, close enough that when he turns to face her better, their knees knock together a bit. The simple and accidental touch sends a jolt through her veins.

"You okay?" he breathes, eying her in that compassionate, adoring way that she's longed for. She's sure that he can see how bloodshot her eyes are, not to mention the tracks of tears (and probably a bit of mascara) that are still on her cheeks. His worry causes the corners of her lips to tug into a smile involuntarily.

"I'm fine." She responds.

"What happened?" he asks, softness to his voice. He scans over the room; he may be looking for evidence or an explanation, she's not quite sure.

"I, um… I broke up with Carl, Will." She stammers, nervously pushing her bangs out of her face and toying with the sleeves on her cardigan. He reaches out to her, stilling her spastic movements; his fingers brush the back of her hands and his thumbs soothingly run along the inside of her wrists.

"You broke up with him." He repeats, as if he's trying to grasp the magnitude of the words. She can only nod as he sits there for a moment, staring into nothing. He releases a long breath and his hands leave hers to run along the length of her forearms.

She can't help the thought that his simple, reflexive touches make her feel so much more than a passionate kiss from Carl ever did. She closes her eyes, letting the heat rush across her skin, up her spine and finally set a spark in her heart. She meets his gaze and she almost loses her breath at the intensity in his stare. She has to look away and he clears his throat.

"Sorry I just kind of showed up at the wrong time… I can go if you want me to." He says, a question in his tone.

"No." she quickly insists, "No, stay… I don't like the way we left things earlier."

"Neither do I." He says, pursing his lips and looking about as serious as she's ever seen him.

She doesn't see it coming, but suddenly, the weight of her day hits her. Their argument in her office, the end of her relationship with Carl and the ever present, overwhelming hope to work things out with Will, all seem to flank her at once. And before she can will her body to control itself, tears cascade down her face again and she begins to tremble.

"Emma." he breathes with emphasis, "Oh Em… come here." He opens his arms for her and she stares up at him hesitantly, her vision blurred. He whispers her name again, more persistent this time but still managing to convey comfort. She relents what little resistance she has, telling her this was not the way she wanted to fall back into his arms. She scoots closer and leans toward him, nestling her head against his chest and curling herself into his side. She allows quiet sobs to rack her body as he soothingly whispers nonsensical phrases into the shell of her ear and runs his hand along her back. Soon, her tears are reduced to mere sniffles but she continues to clutch to him, believing nothing less that he's her lifeline right now. His strong arms wrapped delicately around her and his soft voice in her ear comfort her to such a degree that she can't believe she's lived most of her life without this.

She curses herself for trying to find it with anyone else but him.

"He asked me if it was you." She says, suddenly breaking her silence.

"Hmm?" he murmurs, tucking a strand of hair away from her face so he can look her in the eye. He's so close that his breath is on her face and she has to resist the urge to pull him in and kiss him just like she did in her office. She blinks, shaking the thought from her mind.

"… if you were the reason I couldn't be with him." She elaborates and begins to play with a button on his shirt: anything to avoid the look on his face. She feels him still completely beneath her

"Em, we… we don't have to have this conversation now. It's been a long day."

She shakes her head. No, she needs to tell him. She doesn't want to wait anymore. She's so tired of waiting, of running, that she wants to just lay with him and tell him everything he needs to hear.

"I am so in love with you." she blurts out. She almost laughs at the way the words tumble so freely from her lips when she's been hiding them for so long.

He doesn't speak and when she dares to lift her head from his chest and venture a look at him, she sees his eyes are glazed over and he's biting his lip. She reaches a hand out to him, her fingers grazing his jaw before she tangles them in his hair. She gives him a watery smile.

"It petrifies me, you know." She continues thickly, as she once again resists tears. "I got so scared of being hurt again that I ran from you, Will… straight into a relationship that my heart was never in."

"You have no idea how much I want to take back the mistakes I've made with us, Emma." He whispers, a tear finally falling from the corner of his eye.

She buries her face in his shoulder, nuzzling his neck. "I know."

"I won't do it again." He says, vehemence in his voice. He places a kiss to her temple, a seal to his promise.

She believes him.

"We're in this for the long haul, right?" she says needlessly. She just needs to hear him voice it. He chuckles and holds on to her a little tighter.

"Endlessly." He says heatedly. He brings his index finger to her chin, gently guiding her face to be level with his. Their proximity causes a rush to course through her body and her eyes involuntarily flutter closed. Her tongue darts across her lips and a second later he's kissing her.

It's not hasty, urgent or needy, just as the one they shared only hours before. He kisses her softly, his lips a mere brush against hers, but he still somehow manages to convey all of the pent up emotion that they have both been fighting for so long.

When they break apart, a whimper escapes from her throat and all she wants is to lean down and feel that kiss all over again. Her heart beats madly against her ribcage and she can feel her cheeks flush. Her limbs grow weak, meeting that sweet numbness that only he gives her. She grins and he beams back at her.

"I love you, you know that?" he murmurs. He kisses her again, slow and languorous, and doesn't pull away when they part. "… so in love with you." he says against her lips.

She giggles, actually giggles, in her happiness and buries her face in his chest once again as she feels herself blush. In his need to bring her even closer, he pulls her nearly on top of him and kisses the top of her head. She hums in approval.

"Don't even think about leaving this couch tonight." She says playfully. He laughs and wraps his arms around her just a little tighter.

"Never."