A/N: Hi everyone! I decided to be brave and attempt a Will and Emma story. They are far too perfect to be captured in FanFiction, but the idea came to me and I wanted to try my best!

This takes place sometime prior to "Mattress." It is slightly AU, because it explores a side of Will and Emma's relationship that I may have embellished in my mind a bit. Hehe.

Enjoy and please review, if you get a chance!

It was nearly midnight and Will was still awake, although not by choice. He had work in the morning, after all, and work was the one place he cared to be fully alert at. But Terri was reading and insisted that using only a bed lamp would be harmful to her eyes and cause her to go blind—or, cause their baby to be born blind.

As Will tossed and turned, trying to avoid the light, he thought about the fact that somewhere in his heart, he did love Terri. He wanted to protect her and take care of her. That's why he had committed to her. She was his wife and should be the only person he had feelings for.

But she wasn't.

Turning away from Terri, Will tried to push these thoughts out of his mind. He pulled the comforter over his head and pretended that his wife had turned off the light for him.

A moment later, his cell phone rang. Frustrated at being disturbed from his delusion, Will threw the blankets off of himself and grabbed the phone from his night stand. The front screen read: Emma.

Given it had already rung several times, Will answered the call, as he climbed out of bed, trying to sound as generic as possible.

"Hello?"

"Will."

Will felt himself hold in a breath at the sound of his name. She had spoken in almost a whisper. But a certain relief came across in her voice, as if she hadn't been sure he would have been on the other line.

"Yeah, uh, hang on a second…" he said, casually.

Sliding on his slippers, Will made his way out of the room, as quickly as possible, after giving Terri a brief smile. He traveled down the hallway and through the kitchen, before stopping in his living room. The last thing he needed was for Terri to overhear this conversation.

"Emma, it's late. What's wrong?"

"Um, I'm fine, Will," he heard her say, through what sounded liked choked back tears.

"Emma, you're crying. Is everything okay?"

He and Emma had shared many heart to hearts, but never had he seen—or heard—her cry.

"No, Will… It's not. Oh, gosh…"

"Shh, Em, talk to me… What is it?" The more upset he got, the more he had to remind himself to keep quiet.

"Will, I can barely hear you," she said, her voice clouded with the sound of crying.

"I'm sorry, I have to be quiet. I'm at home and Terri's still awake. She's in the bedroom."

Their bedroom. The bed he guiltily wanted to invite Emma to. He felt bad for even saying the word to her.

"Oh, Will! I'm so sorry. She's probably going to be furious that you're talking to me…"

"No, I don't think she can hear me. It's okay." He tried to say as little about Terri as possible. "What is it, baby?"

"It's you, Will! Gosh, you know its y-you…" She choked out the words, through her even higher pitched than usual voice.

"God, I know… I-I'm thinking about you all the time, too. I wish… I wish you were here right now, Emma."

"I just don't know what to do!" she cried out.

He knew he would regret what he was about to say next. It was a terrible, risky idea. But he was desperate. He had to do something, anything, for them. For her.

"Can you come over?"

"What? I… Um… I'll be right over, Will. Goodbye." She suddenly sounded more composed.

He hung up the phone. He put on a pot of decaffeinated coffee. He waited.

He heard the quietest of knocks—actually, more like a tap—on the door. He grabbed his leather jacket and stepped out onto the porch, but immediately realized he would not be wearing it. Emma's hair was pulled back and she was dressed was in a pair of black yoga pants and a pink zip-up jacket that looked eerily similar to something out of Sue Sylvester's closet. It was the most casual he had ever seen her. Seeing her arms crossed below her chest, he draped his jacket over her shoulders.

"Hi," he said, releasing a breath of air with the word.

"Hi," she responded, quietly, while looking down.

"Are you okay?" he asked her.

She shook her head.

"I-I don't think I am. I need you. I hate that I do, because these are terrible circumstances, but—"

She stopped to choke back a sob, but a tear escaped, anyway.

"Emma—"

"Will!"

Her voice was not angry, or forceful, or hurt. Rather, it was desperate. As desperate as they both were. Hearing her say his name left Will froze and speechless.

"You're always looking out for me and spending far more time with me than what is normally considered necessary. I mean, I know we're close f-friends and all… But I see the way you look at me! I know what it feels like, to exchange those looks with you. There's… something."

"Everything," he said, softly. "I-I don't want to get over what we have, either… But I have to…"

Will had never felt more regret in his life. He loved Emma more than anything in the world. Why did it have to be so hard?

Emma squeezed her eyes shut, tight, as tears creeped their way out, through her high pitched whimpers. Will couldn't bear the sound; the sight.

He placed two fingers, gently, upon her lips. They were soft and trembling. Her wide, glossy eyes popped open and made contact with his. His hand dropped and he leaned his forehead against hers. Her eyes shut, again, as he lifted his head forward, so that their noses were now touching. He could feel their breath mingling, as unsteady as it was. They space between their lips was so small, it was unreal. But by some standard, it was there.

"I want to kiss you, Emma. More than anything, I want to feel you. But I… I can't. I'm so sorry, but I just cannot cheat on my wife."

He felt her nod against his head. He gripped her shoulders, perhaps a little too tightly, desperate to find some relief. He was going to turn around, go back inside, and get into bed with his wife.

And then his lips brushed hers.

Will felt his heart beating rapidly, about to burst out of his chest. He imagined he was taking Emma's breath away. He felt the current between them, just out of the subtle and brief, yet intimate, contact they were experiencing.

Their eyes met for a moment, afterward. Then she turned around and walked off the porch and back into her car, without looking back. She was still wearing his jacket, but he didn't mind.

He walked back inside, through the living room, past the kitchen, down the hallway, and back into his bedroom. He set his phone back down on the night stand and climbed into bed.

"Who was the on the phone, honey?" Terri asked him.

"Oh, uh… Principal Figgins. He's calling a last minute emergency meeting tomorrow… Needed to go over some stuff…"

"Oh, alright… But maybe you should mention that you have a pregnant wife and he can't be disrupting my sleep schedule."

He wanted to point out the fact that she had been keeping him up, but he refrained.

"Goodnight Will."

She placed a kiss on his cheek and turned off the light, before curling the covers over herself. He, too, did the same, facing the opposite direction.

Right as his eyes were about to shut, he saw his phone, now on silent, light up again.

"Hello?" he whispered.

"I just wanted to let you know that I'm home… Goodbye, Will."

Rather than respond, he simply shut the phone, because the last thing he ever wanted to say to Emma was goodbye.

A/N: I know, its super sad and angsty… But I hope you guys enjoyed it! If I get enough positive feedback, I may write a sequel… or two. (: