"Well, you clean up nicely," Rebecca commented as she sat up in his bed. Her voice was still a little drowsy.

Wes startled for a split second –he hadn't realized she had woken up. He stood at the foot of the bed dressed in a sport coat and dress pants, as opposed to his usual jeans and flannel.

"Special occasion?" she questioned.

"Sort of. I'm supposed to be going to a meeting at Annalise's office before class today," Wes explained in the midst of digging through his dresser drawer to find his good tie, which also happened to be the only tie he currently owned.

Rebecca stared at him questioningly.

"Remember I told you about it…"

"No you didn't." She fumed. "Why the fuck does she all of a sudden need to meet with you?"

"I don't really know, she's having meetings with Connor, Laurel, and Michaela, too. Probably job offers, at least that's what everyone's hoping."

"…Or blackmail." Rebecca added, matter-of-factly. She climbed out of the bed.

Wes rolled his eyes at her. "Come on, Rebecca. I know you don't like her, but…"

his voice trailed of as he made his way to the bathroom, tie in hand.

"But what?" she exclaimed, picking up one of his shirts from the floor and buttoning it up over her bare chest. " I don't trust her. She's not a good person, Wes. For all you know you're gonna walk into her office and she'll threaten to send you to jail if you don't agree to let her boss you around for the rest of your life."

He attempted to tie the tie in the bathroom mirror. "That won't happen," he disregarded Rebecca's concerns. "Believe me, I know exactly who and what Annalise Keating is. But if it wasn't for Annalise, you'd be sitting in a jail cell right now. Or worse."

"Don't you dare give her credit for that." Rebecca stood in the bathroom doorway, arms crossed.

"Rebecca…" He starts what would have been his attempt to calm her, but Rebecca overpowers him. He can hear the fire in her voice in every word she utters.

"Annalise has her own fucking agenda," Rebecca hissed. "First it was protecting her murderous husband and now it's herself. She doesn't care about what happens to anyone else. Not me, not any of her clients, and I know you don't wanna believe it, but the wonderful Annalise Keating that you all fucking idolize doesn't care about any of you either. Not you, or Michaela, or Connor…"

Wes winced at his reflection in the mirror. Deep down, he already knew Annalise didn't care about him, or any of the Keating 5 for that matter, but hearing Rebecca say it out loud still stung. It's not that he expected Annalise to care about him, but the moment that she announced that Wes would be the fifth addition to her chosen group of students was probably the proudest moment of his life. It was like Annalise Keating saw something special in him. All he wanted was to prove to her that she'd made the right choice. He wanted Annalise to be proud of him in the same way that he hoped his mother would be, if she were still alive. In a way, he had subconsciously hoped to win some sort of motherly affection from her by proving himself as a capable attorney. Consciously, however, Wes knew that Rebecca's accusations were 100% correct, and that Annalise Keating was nearly incapable of caring about another human being.

Meanwhile, Rebecca read Wes's face for the damage her words had caused, and immediately went to him. Wes continued to stare blankly in the mirror. He tried to ignore her, but as Rebecca Sutter had proven time and time again, Wes would never be able to easily ignore her.

"Hey." She stood on tip-toe, and cupped his face in her hands, which forced his eyes to meet hers. He opened his mouth to say something, but Rebecca spoke over him.

"You're the only one I owe anything to, Wes. You're the reason I'm not in jail right now. You're the one who believed in me. You protected me. I'm just trying to do the same for you."

Wes let his eyes wander to the floor, breaking his eye contact with Rebecca.

"Wes," she sighed, hands now clenched around his biceps. " You don't see it yet, but you're an amazing person. You want the best for the people around you, and you're capable of doing so much good. I know I can't stop you, but don't let Annalise Keating take that from you."

Without a word, Wes broke free of her grip, and exited the bathroom. He then sat on the bed, and began to silently put on his shoes.

"Wesley," Rebecca begged, following behind him. "Please just say something. Acknowledge anything I just said. I care about you so fucking much it scares me sometimes, Wes. I can't watch her turn you into a lying, manipulating, power-crazy monster like her. That's not who you are." Wes looked up for a split second, which was just enough time to catch Rebecca's uneasy look, the one that she couldn't help from spreading across her face anytime she said something emotional or revealed anything too personal.

He finished tying the second shoe then sighed. He sat on the edge of the bed with his back hunched over, still looking down at the floor. "Look, Rebecca, I don't know if you're right about me or not. I don't know if I'm a good person or a bad person, or if I really care about other people all that much." He looks up at her. "The only person I've ever done anything even remotely good or noble for is you. You're the only person I know I care about. And I know…"

Wes didn't even get to finish his sentence before his mouth was obstructed by hers. It was her typical kiss, spur of the moment and passionate. As usual, when Rebecca's lips finally strayed from his, Wes was absolutely awestruck and breathless. In that moment, Wes realized that he was probably right when he decided that Rebecca Sutter was the only person he cared about, or at least the person he cared about the most.

He threw his is arms around her and let himself fall back on the bed, pulling her down with him. The two just lied there for several minutes, Rebecca resting her head of his shoulder while Wes caught his breath. He knew that if he stayed there any longer he was going to be late for his meeting, but somehow he didn't care.

"You know I still have to go, right? To my meeting with her?" Wes finally spoke after several minutes, when the hormones had all been absorbed and the reality of his crushing student loans hit him. He kissed Rebecca's forehead. "Let me just hear her out. I promise, I'll tell you everything."

Rebecca - at least temporarily- seemed to have toned down her opposition. She nuzzled against him one last time before they both sat up. "Trust me," she whispered, as she straightened out his shirt collar and tie, "I know I'm right about you."