Will Schuester lay in his bed. It was the middle of the night, a school night, and yet he couldn't sleep. He clutched the phone to his head as he lay there and willed himself to not call her. He needed to hear her voice. Though, he knew he deserved to be never talked to again.

Across town in her tidy apartment, Emma Pillsbury suffered nearly the same fate. Will had come to her today and confessed everything about Shelby and everything about April. He had only slept in the same bed as April, but she couldn't help but feel betrayed by both happenings. Thinking of him made her chest hurt, like there was something heavy on it. Yet, she couldn't stop thinking about him or about the way he had seemed so sorry earlier that day.

Will put his cell phone on the night stand and rolled over on his back. He thought about the times he had spent with Emma. Even before they had started dating, or whatever it was they had been doing could be called. He thought about that time in the hallway when he thought she was going to leave. He had thought about that moment so many times and still takes the memory out like a picture to remind him that even in the worst of times he still can see her smile. After that kiss in the hallway she had given him the most dazzling smile. He felt like he was in that cliché scene in Titanic when Leo DiCaprio proclaimed to be king of the world. In that moment he, Will Schuester, was king of the world, simply because she smiled at him.

Emma turned on her back and pulled and straightened the duvet around her. She had gotten tangled in her attempt to fall asleep and everything needed to be tidy. Then, she thought better of it and attempted to untidy her duvet again. She was making strides with her counselor. Ever since Will had given her that card she'd felt a new determination. She wanted to get past her fears and get past her past. Not for him, though, but for herself. She had decided before Will gave her that card that she was going to do something. His caring about her well being was a bit of a catalyst to jump start her actions.

He stretched and crossed his arms behind his head onto the pillows. He knew he wasn't going to get any sleep tonight. His thoughts were solely on Emma and how much he had hurt her. She trusted him with so much of herself and he felt like he had taken that trust and thrown it back in her face. It took his confession about Shelby and April for him to fully realize how much she meant to him. Will knew that she meant a lot to him before. She was his rock when he thought about leaving the school and Glee and she supported him like no other when Terri faked her pregnancy. He didn't know what he was going to do without her.

Emma stared at the ceiling above her. She had spent many nights looking at this ceiling, memorizing the shapes in the textures above her head. She thought about Will across town and wished that she could be with him. She wished she wasn't so acutely lonely. Her life hadn't been so bad when she thought she couldn't have him. It was still lonely, but nothing like the loneliness she felt now. She wanted to call him and make the first move. She wanted things to be all right again, but she knew that he needed time. He needed to get the Aprils and Shelbys out of his system.

It was nearing 3 AM and Will was no closer to getting any sleep. He got up and padded into the kitchen to get himself a bottle of water. He passed his night stand and decided to grab his cell phone. He wanted to call Emma, but it was 3 in the morning. He was afraid that if he did call that he'd wake her up and after everything that went down earlier, he'd feel like an even bigger jerk waking her up in the middle of the night just to beg her forgiveness.

He grabbed a bottle of water out of the fridge and looked down at his cell phone again. Flipping it open, he scrolled down his contacts to her name. He thought he could just leave her a voicemail and she'd get it in the morning. He could reiterate how sorry he was and ask for her forgiveness again. Dialing, he waited for her voice mail to pick up and was surprised when after the third ring she answered.

"Hello?" Her voice was muffled, but she did answer.

"Oh, um, Emma, I didn't think you were going to answer. I know that it's late, but I just wanted to leave you a voice message. I just, um, wanted to apologize again and ask you to forgive me… again."

There was a long pause and Will was almost sure that she'd hung up. He pulled the phone from his ear and looked at it to make sure the call was still connected.

"Will, do you know what time it is?"

"Yeah, I'm sorry. I know it's like 3 AM. I just couldn't handle it anymore. Look, I know I screwed up. I know I screwed up big time. Things on my own are scary and I just didn't know what to do with myself. I'm sorry."

She paused again, "I know you're sorry and I'm glad you know that you screwed up and hurt me, but right now, Will, I don't know if I can see you anymore. I don't know if I want to see you anymore."

"Please, please, Emma… don't say that. I need you. I need you in my life more than you know. Let me show you that I can be the man that you need me to be. We'll take things slow and we'll work through things together. The divorce proceedings have started. Soon I'll be one hundred percent a free man and we can start our dating relationship over. We'll have a fresh start. Please, will you give me that?"

"Will… I don't know… We'll see, ok?"

He was dejected, but it wasn't a full out no. He would take what he could get.

"Ok. Well, I'm going to let you go back to sleep. I'm sorry for calling you in the middle of the night."

"Goodnight, Will."

Will walked back into his bedroom. He put his water on the night stand and his cell phone next to it. She hadn't said no, but she hadn't said yes either. He lay back down and stared at the ceiling. His thoughts were taken up with plans on what he could do to win her back. Emma was stubborn when she wanted to be and he knew it was going to be a lot of work, but that was ok with him because he knew she was worth it.

Across town Emma was staring up at her own ceiling thinking about the phone call that just ended. She didn't want to tell Will no. Despite how he'd hurt her she still felt the same spark toward him she'd always felt. She knew she was sorry, but it's easy to forgive, but not always easy to forget. She closed her eyes and thought of him and the sexy way he sang that silly song The Thong Song to her. She knew then that she would forgive him and she'd like to be with him again one day, but for now, she wanted to attempt to get on with her life.