She's going to lose it.

She's certain of it.

She grips the side of the sink, peering at the crazed expression staring back at her, trembling slightly.

God, how did she get here?

***

The muffled drone of the music blasting from the intercom system permeated through the closed door of Emma's office, and she tried her best to ignore the faint melody and the truth Sue Sylvester's words.

She squeezed her eyes shut tightly, reaching to cover her ears. The music was playing at an annoying volume—not loud enough for her to make out the lyrics but loud enough that she could not simply tone it out.

Damn. That had probably been Sue's intention. It wasn't bad enough that Sue had already managed to cut Emma off from the rest of the McKinley High population—now she had to make sure that Emma had a constant reminder to prompt her to think about just how pathetic she truly was.

She was caught off guard when the door of her office swung open, bringing in Rachel Berry and loud burst of music.

"Oh, um, Rachel—you're, um, back…again," Emma stuttered helplessly, watching as Rachel plopped herself down opposite her.

Rachel rolled her eyes dramatically. "Well, yes, seeing as you are the only guidance counselor in the school, I really have no choice, though you're about as helpful as my dads when I got my first period—hey, why isn't the music playing in here?"

Her gaze locked with Emma's, and Emma immediately reached for her hand sanitizer, distracting herself as she began to vigorously rub it onto the pale skin of her hands. "Well, um, you see, it's a funny story, actually—Sue cut off my intercom because apparently she feels that because of my lack of, um, ownership for my, uh, body, I don't deserve the power of, um, Madonna…" she trailed off, biting her lip, feeling small and very unprofessional.

Rachel's expression softened, and she reached across the desk to pat Emma's hand reassuringly. Emma recoiled immediately from the casual touch.

Rachel pulled back, sitting up straighter as she flipped her hair behind her shoulder, speaking with an air of confidence. "Miss Pillsbury, I came here to ask for your advice, but it looks like you need more guidance than I do. Tonight, I'm going to give myself to the boy of my dreams—and don't trying preaching to me about abstinence because I have already made up my mind, and I am a very stubborn person. I am taking control of my body and empowering myself as a woman—and…and I feel that you would benefit from doing the same."

Emma's cheeks flushed crimson, and she slathered another dollop of sanitizer onto her hands and began to vigorously scrub. "Rachel, that's, um, hardly appropriate for you to, uh, suggest…"

"Miss Pillsbury, look at yourself." Emma hastily ceased her intent cleansing. "You're letting Coach Sylvester win—you're letting the unjust male influence of this world take precedence. Miss Pillsbury, you don't have to sit back and let them win. You do deserve the power of Madonna—you just can't be afraid to use it."

At that, Rachel strut out of the office before Emma could utter a word, letting in a stream of Madonna's lyrics as she opened the door.

***

That's right, she reminds he sallow reflection, she has the power of Madonna.

"Em, you almost ready?" Will's tentative voice comes form the opposite side of the door.

She sucks in a breath, smoothing the material of her lavender nightgown.

That damn lavender nightgown.

***

She did not have anything to wear. After digging through her sleepwear and intimate apparel, she realized with a wave of dread that her floral print nightgowns and high cut panties, though perfectly acceptable in the privacy of her own home, would not be appropriate for the evening's activities.

Due to her lack of time and limited budget, a trip to Victoria's Secret was out of the question, so she made do with the next best option.

Target.

As the heels of her Mary Janes clicked against the linoleum floor, she felt like everyone was staring at her, though she knew the notion was ridiculous. No one could care less about the pathetic redhead searching for suitable lingerie in vain.

It was horrible, searching through the rows of scanty undergarments with Will's opinion of each article floating uneasily in the back of her mind. With a wave of panic, she decided it might be best to try sleepwear instead.

The results weren't much better, though she did find the kitten nightgown to have a certain charm. But she grimaced as soon as she remembered the situation she had gotten herself into. She nixed the idea of kittens immediately.

She ended up grabbing a cream colored nightgown made of a silky material—it looked chic enough.

Feeling somewhat satisfied, she found the nearest dressing room. She emerged a moment later to position herself in front of the full body mirror, her face falling as soon as she saw her reflection.

She looked awful. The horrible cream color seemed to blend in with her skin. Though she was certain she had picked the right size, the floor length nightgown pooled at her feet, forming a puddle the color of oatmeal. The spaghetti straps fell off her small shoulders, and the thin material seemed to hug her in all the wrong places.

"Miss Pillsbury?"

Emma practically tripped over the hem of the nightgown as she wheeled around to see who had spoken.

"S-s-santana…um, hi," she stuttered, flushing crimson.

"Miss Pillsbury, no offense, but that nightgown looks like something my grandma would wear," Santana bluntly stated, eyeing Emma's embarrassing attire.

Emma instinctively wrapped her arms awkwardly across her chest, trying in vain to cover the hideous outfit. She sighed, acutely aware of the truth of Santana's words. "Well, um, I'm just, uh, having some trouble, you know, finding something, I guess, that I typically wouldn't wear. I've never really done this sort of shopping before…" she trailed off, her skin coloring deeply.

Santana attempted to bite back a laugh, but it came out as a strangled snort instead. Emma found herself feeling even more pathetic, if that were even possible. Sixteen-year-old Santana Lopez was more experienced than Emma, who was fifteen years her senior.

"Look," Santana said, her expression softening, "what else did you pick out to try on?"

"Well, um, nothing else…yet…but, um, I was just about to go out to look again." Emma could not bring herself to catch Santana's gaze.

"And tell me how that's going to turn out better this time around? Look, let me go out a grab you a few things that you wouldn't think to pick out yourself," Santana stated, scanning Emma's body as she formulated her plan.

"Well, um, Santana, you really don't have to, and I'm not even sure how appropriate this is, and uh—"

"Miss Pillsbury," Santana cut her off, "it's a sin of me not to help you after seeing that…thing. I'll have a guilty conscience if I leave now to let you further humiliate yourself. Look, outside of school, we're just two people. Let me just give you a quick hand, and then we'll never mention this again."

Emma managed a faint smile as she nodded in agreement.

"I'll be right back. Just wait here," Santana told her, exiting the dressing room.

She returned shortly, this time with Brittany (whom Emma should've realized couldn't be far from her fellow Cheerio), both of them laden with various undergarments and nightgowns.

"Hi, Brittany," Emma muttered awkwardly as Santana dug through her pile.

"Hey, Miss P," the blonde smiled pleasantly at her. "San was right. That nightgown might be the most hideous thing I've ever seen."

Santana jabbed Brittany, and Emma was surprised to see Santana making an effort to be polite. "We are going to be your saviors," she told Emma, smiling as she found the garment she was looking for.

"Like Jesus," Brittany added, and the two others stared at her in confusion. "Well, that's what Quinn was always saying at those bible studies she used to have on Wednesday mornings."

Santana brushed off the irrelevant comment as she handed Emma some scanty black lingerie.

"I, um, don't think that this, um, is going to work…it doesn't even look like it's my size," Emma flushed miserably, holding the offensive item at arms distance from her body.

"Oh, stop being such a baby and go try it on," Santana ordered. "You have a great body, but those high necked blouses and sweaters aren't doing anything for it. Take a step out of your comfort zone."

Emma complied. But after she had what little material the garment offered covering her body, she groaned. "I am not coming out like this."

"Oh stop it," Santana rolled her eyes. "Come on and let us see."

"Yeah, Miss P," Brittany encouraged. "I bet you look sexy."

Emma tentatively peaked her head out, and then slowly revealed the slutty lingerie. Santana and Brittany's eyes widened at the sight.

"Look at you," Santana smirked. "I knew you had nice figure under there."

"I don't like it," Brittany simply said. "I mean, it fits and all, but it's really not Miss P at all."

"You have a point," Santana mused, and Emma began to feel quite invisible as the two engaged in their own conversation as though she weren't even there.

"Try this," Santana finally told her, handing her a slightly less offensive garment. The white lace didn't seem quite so terrible. "I think a softer look might be better. Still sexy, but more like yourself. The black is definitely too much."

The white was no better. And neither were the next five garments Santana and Brittany practically forced on her.

"This is getting ridiculous," Santana moaned, looking at the remaining garments.

"What about this one?" Brittany offered, holding up a pale lavender nightgown. Emma's eyes brightened.

"No, Britt, I told you not to even pick that one up. It's a grandma nightie," Santana exasperated.

"But Miss Pillsbury rocks the grandma look—that's a good thing, Miss P," Brittany clarified. "And that nightgown's actually a little sexy. I don't think my grandma would wear something that short—well, maybe she would since she's dead now, but it's hard to tell…"

"It's our last shot," Santana sighed, shoving the purple gown at Emma.

Emma emerged a moment later, smiling for the first time.

"Not bad," Santana reluctantly stated.

"I really like it," Brittany returned Emma's smile. "It's so Miss Pillsbury—which I think is why the other ones just didn't work."

"It is perfect for her," Santana agreed. "Just a little edgy, but mostly that soft look Miss Pillsbury wears so well. It will do."

Emma's smile grew, and she hardly cared anymore that the girls were talking as though she weren't there. "Thanks, girls. I really, really appreciate it."

"Anytime, Miss P," Brittany told Emma as she went back into the dressing room to change into her original attire.

"No problem, Miss Pillsbury," Santana added, a genuine tone in her words. "Oh, and just a tip. If your undergarments are as pathetic as your nightgowns, I'd suggest wearing nothing underneath at all. The loose fit of that purple nightgown is perfect for that."

"Um, well, thanks for that, um, tip Santana," Emma muttered, gathering the nightgown in arms. "Bye, girls. Have fun, doing, um, whatever it is you're doing tonight."

Santana and Brittany exchanged a significant glance.

"You too, Miss P. Have fun, you know, using that nightgown," Brittany told her.

Emma blushed once again.

"Yeah, have a 'hot' night, Miss Pillsbury," Santana winked at her as she said the words.

Emma waved, trying to avoid the awkwardness of the conversation, reminding herself what Santana had said earlier. Outside of school, they were merely three people in a department store, giving each other some tips. No need to focus on the obvious inappropriate aspects of it.

The girls waved back, linking pinkies as they headed back out to the lingerie section.

"Now it's time to find you the perfect outfit, San," Brittany told her as they disappeared among the rows of bras.

Emma clutched her nightgown in her hand, reminding herself to breathe. As she paid and left through the automatic doors, she mentally began to prepare herself.

She was ready.

***

She is most certainly not ready, and this lavender nightgown is beginning to seem more and more ridiculous by the moment.

"Em?" Will's voice reaches her ears once again.

Power of Madonna, she reminds herself. She has the power. She can do this, god damn it!

She opens the door, emerging from the safety of the bathroom.

"I'm ready, Will."


A/N: When I started writing this, I was going to write about what actually happened and what drove Emma to run out of Will's apartment with no shoes, but instead, this little idea took over and this is the result. I think I might do one from Will's POV about what actually happened, so look out for that.

Thanks for reading guys! Let me know what you think!