"The hell it isn't. I love you, Emma. There, I finally said it. And, you love me. And dentist or no, this thing isn't over between us."

My lips still tingled from the memory of his stolen kiss. He had taken me by surprise as his mouth pressed to mine, and my body's instincts had taken over as my lips melted into his.

It felt so right, but - I knew it was so wrong.

Carl Howell was a good man. He'd been nothing but kind and caring with me for these last two weeks. We'd gone to dinner; he'd even taken me dancing. His kisses were chaste, and he always made sure to properly sanitize his hands before holding mine.

However, I couldn't deny Will's words. I did still love him.

That's why I sat in my car parked outside his building, my resolve fading by the minute. I needed to get him out of my system. I needed to rid myself of this infatuation. But mostly, I needed to face my fears head on and let Will knew how I felt about him, even if it was just this once.

I pressed eject and took the CD out of the player, placing it gently in the case before putting it in my purse.

It's now or never, Emma, I mouthed to myself. Carl was out of town at a conference. This really was my only chance. Exiting the car, I walked into his building and found his door. Inhaling deeply, I knocked.

"Coming," I heard him say. The deadbolt clicked, and it seemed like ages before he opened the door. The sight that stood before me almost brought me to tears. His eyes were red-rimmed and swollen; his hair was disheveled. He stood before me in a grey v-neck t-shirt and navy pajama pants. In his hand was a beer.

He straightened up when he saw me. "Emma? What are you doing here?"

I surprised myself when I walked into his home, my hands cupping his now stubbled cheeks in my hands. "I'm here for you." As I pushed the door closed with my foot, my lips pressed softly to his. I felt his hands land on my hips, his fingers making small circles there.

Pulling away to catch my breath, I looked into his eyes. The sorrow was still there, but I could see a flicker of hope contained there now. I instantly felt bad for what I was about to propose, but - didn't the old saying go 'It is better to have loved and lost than to never have loved at all'?

I felt a pang of guilt in the pit of my stomach. It was quickly replaced with pure excitement and desire as his lips lightly landed on my forehead, my eyelids, the bridge of my nose.

"I can't believe you're here." His hands were now cradling my face. "You're really here."

I took another reassuring breath and looked into his eyes. "Will, I am here, but - we need to talk."

I watched as the flicker of hope vanished once again. 'Um, ok…please, sit down."

I took a seat on the sofa he and I had cuddled on so many months ago when we were newly discovering each other and our blossoming relationship.

He sat down on the opposite end, his hands folding gently in his lap. "Emma…why are you here?"

"Will, I…" All of the words I had carefully rehearsed on the drive over left me now, and I sat, dumbfounded. I was just going to have to wing it. "I have been thinking about what you said earlier today - in the hallway - and, you were right. I do love you."

He smiled hopefully, and started to scoot nearer to me on the couch until I held up my hand to stop him. "Please, just let me finish what I have to say."

He nodded, taking his initial spot on the couch.

"Will, I love you - you're my best friend. You always have been. There's no one else in this world I trust more than you." I began to wring my hands together, something I noticed that I did when I was nervous. "But, I'm with Carl. He's good to me, and…"

Will looked at me quizzically. "Emma, please - I know I fucked up. I am so sorry, and I don't deserve you being here right now, but please - give me another chance."

I couldn't look at him. The look of anguish and despair in his eyes, which were once again brimming with unshed tears, broke my heart.

"Will, I came to you tonight with a proposition."

The silence was palpable, each second seeming like an hour.

Softly, he spoke. "Emma, I'll do anything. Please, talk to me."

Before I could think, I removed the CD from my purse and walked over to his stereo, placing it in the player. "Just listen - I can't say it, but know that this song is my proposition."

The familiar drumbeats started to play and I finally mustered enough courage to look at him by the time the lyrics started. He listened intently, and as the words continued to flow from the speakers, realization dawned on him. I felt my cheeks flushing red. What the song proposed was probably wrong, but I needed to know, just once, what it felt like to be held in his arms - to be truly loved by a man who held so many of my secrets in his heart.

As the song finished, I looked into his eyes. "So, that's what I'm asking. I'll totally understand if you say no. It's a ridiculous request anyway, I just…"

Before I could say anymore, he was beside me, pulling me into his lap. "Are you sure this is what you want?"

Our foreheads were now pressed together, and I nodded my head slightly. "It's all I've ever wanted, Will. And - you know me better than anyone else in this world. I trust you completely."

His gentle hands started at my wrists, rubbing gently up my sweater-clad arms. As he reached my shoulders, he looked into my eyes once again. Gone was the despair and heartache. In its place was a look I had seen once before on a quiet spring night in his bedroom. Desire.

"Emma, I want you to know that - God, I love you so much." His nimble fingers wrapped around the first button on my cardigan, his eyes looking to mine for permission. I nodded and felt it pop loose, quickly followed by the next. His hand pushed the knit fabric away from my shoulder as I felt the sweater go slack, another two buttons now loosed. His mouth landed lightly at the juncture where my neck and shoulder met, and I felt my heart beating beneath his lips. "Your skin is like silk," he breathed over me, his tongue gently tracing the curve of my collarbone. "So soft; so sweet."

I felt my head fall back as the final button on my sweater fell loose. His hands now pushed the garment away from my body. I felt a rush of heat flood over me as his hands continued back to the white blouse. He wasted no time with these buttons, and soon his fingers were exploring the newly exposed skin of my chest; my back.

"Oh Will," I moaned, my head falling back to give him further access to my body. He obliged, his mouth gently kissing my shoulder, my collar, and down my neck to the area between my breasts. I felt, rather than heard, his sigh as he gently nuzzled into my warm flesh, his tongue darting out lightly to taste my skin there.

In an instant he was pulling me into his arms. I wrapped my legs around his waist as he walked me through the short hall and into his bedroom. My body ached in ways I never knew it could as he placed me gently on the mattress, leaving me only long enough to remove his t-shirt. My eyes scanned over every inch of his chiseled torso, a peppering of light black hair covering his chest, making its way down his stomach and disappearing into his pants.

"Will, I -"

"Shhh," he whispered, pulling me up to sitting. He settled himself between my knees as he knelt on the floor before me. "If this is my only shot - my only night ever to be with you, then please Emma, give me this."

His fingers gently traced over my skin. "Emma, tell me what you'd like from me."

I looked into his eyes, my heart racing. "I want to…" I lowered my head, now embarrassed at the situation I had put myself in.

"Emma." His voice was so soft, so soothing. I raised my head to look into his eyes and felt all inhibitions leave me as he spoke.

"Tell me exactly what you want me to do - to you…"

His hands circled up my arms. "…for you…"

His mouth dipped down to press a tender kiss to my neck. "…with you."

My arms flew around him as I kissed him, my tongue demanding entrance into his mouth. He conceded, and as our tongues tangled, I felt his hands sliding around to my back as the bra that separated his skin from mine fell slack on my shoulders.

I wanted to - no - needed to be close to him. Reaching between us, I pulled the small scrap of satin and lace from between us, my breasts coming into contact with the warmth of his skin. I sighed as his mouth trailed down my chin and to my breast, his tongue gently flicking over the taut nipple before sucking the peak into his mouth. I arched up into him as he continued his ministrations, switching now to the other breast as he mumbled incoherently into my skin.

"Will." It was barely a whisper, as all the air had left my lungs and all coherent thought had left my mind.

"Yes?" he breathed back as he came face to face with me again.

I kissed him gently, my lips lingering over his momentarily before I dropped my head to his neck, suckling there for a moment. I felt his grip on my hips tighten as I let my tongue linger there.

"God, Em…that's so…"

His words stopped as my hands reached his waistband, my fingers tugging gently at the drawstring that held them to his hips. I pulled on his forearms slightly and he took the cue, standing up so that I could pull the offending garment from his body. As they fell in a puddle of cotton on the floor, I noticed the impressive protrusion beneath his boxer briefs. I gasped as the realization that I had done that to him - I had aroused him so - took over my brain.

He must have heard me, because instantly he was back on his knees in front of me, his hand lifting my chin to look into his eyes. "Emma - if this is too much, we can…"

"No," I whispered, my hands reaching around to release the hook eye closure on my skirt. As I pulled the zipper down, I watched as his tongue darted out onto his swollen lips, and almost came undone as he sucked his bottom lip into his mouth, biting down on it slightly.

"May I?" he asked, and I obliged, standing as he slowly slid the zipper down. His task now finished, he pushed me back to lie on the bed as his hands ran underneath the waistband, pulling it excruciatingly slow away from my hips. I could feel my body tensing in anticipation as I felt the fabric slide over my toes, knowing now that the only barriers between he and I were our underwear. He climbed up from the foot of the bed, his fingers tracing lightly along my calf, up my knee and along the inside of my thigh and I squirmed in anticipation of what was to come next.

He now lay beside me on his side, his fingers working slow circles around my breasts, between them and down to my navel. "Emma." His voice was breathy and filled with desire. "I want to touch you. I want to make you feel so good." He drew out the last two words, and I moaned at the thought of his fingers touching me there. "And, I want you to touch me, too. I don't want to rush this - I want this to be absolutely perfect. I'm going to take all the time I need to satisfy your every desire."

I rolled over to face him now, my body pressing into his as I nipped at his chest. His hand slid down my arm, taking my hand into his. Pressing my palm to his chest, he guided my fingers down his torso and past the waistband of his boxers. As my fingers made contact with his erection, I felt it throb slightly, and my hand pulled away.

"I'm sorry," I murmured, to which he chuckled slightly.

"Don't be," he whispered into my ear. "Do it again."

I placed my hand back over the thin cotton and felt the heat beneath them. I slowly began to move my hand upward toward his waist, and heard a breathy growl escape from his lips. "Like that?" I questioned as I placed light kisses over his chest.

"Yeah." He growled the word again, and I felt a nervousness in the pit of my stomach, along with a searing heat between my legs. His sounds of pleasure encouraged me further as I ran my hand fully up and down his length, my strokes becoming faster and more confident as I felt him jump beneath my touch.

His hand captured mine as he pushed me gently back onto the bed. "My turn."

I lay back and closed my eyes as he took my hand and placed it over his. "Now, you show me. What do you want?"

I wasn't sure exactly what he wanted me to do, but I knew what I wanted to feel. My hand held onto his as I guided him toward my center. I hesitated for a moment before lifting his hand and placing it over my crotch before releasing it there. His fingers started slowly, gently caressing my sex through the panties. I heard him sigh as his fingers started to speed up. "God, Emma - you do want me. You're so wet."

I tensed, and felt his other hand gently stroking my hair. "So good," he whispered. "So fucking good."

His sudden curse would have offended me if it hadn't been so sexy. "Will?" I questioned once again.

His hand stopped at once; his voice was now laced with concern. "Oh God, Emma, I am so sorry."

I silenced him with a kiss. Pulling my lips from his slightly, I whispered. "I don't want any more barriers between us."

Instinctively I lifted my hips, and was thankful that he took my cue. His hand wrapped around my back as he tugged at my waistband, pulling them down slowly. I kicked them the rest of the way free as I reached for his hand, once again placing it at my core.

His sigh before was nothing compared to the moan that escaped as his fingers made contact with my sensitive folds. I jerked in response, my hips lifting up to heighten the sensation.

"You like?" His question was laced with desire and I couldn't speak, so I only nodded. His fingers continued their gentle exploration, and before I knew it, I felt one slender finger slip between the folds, entering me gently. My hips bucked against him, begging for more. He obliged, pressing his finger into me with more force as his thumb massaged over my nub. I jumped and gasped as his ministrations became more forceful. I felt the same swirling feeling inside, only this time it was lower than my stomach.

"I can feel you tensing," he whispered over my stomach, his mouth softly sucking the skin there. "I'm going to make you come, Emma."

True to his word, I felt the delicious feeling of excitement building inside, and before I knew it, my muscles were clenching around his finger; my breath was coming in short, syncopated pants. I could feel the sweat on my brow, but for once I didn't care. My body spent, I relaxed into the bed, my limbs limp and my body flush with excitement. His fingers continued to caress me gently, occasionally coaxing another small bolt of electricity to my core.

"God, that was beautiful. You're beautiful."

He climbed back up to me, kissing me hard. "I intend on doing that again before you leave," he said into my ear. "If this is my only chance, I'm going to commit every minute of this night to making you feel like you've never felt before."

He rolled me onto him, pulling my leg up and over his waist. I could feel his erection, more turgid now than it was before, as it pressed against its cotton confines. "Will, can I touch you now?"

He inhaled deeply, nodding his head. I placed my hand near the waistband of his boxers, pulling down slowly. He pressed his foot to the bed, lifting his hips as I pulled down, sliding them the rest of the way with my foot. I could feel him pressing against my leg now, and as I slid down his body, I felt the bedcovers wad beneath my head as he gripped them.

I reached for one of his hands, pulling him up slightly. "Tell me what you want; what feels good."

His fingers wrapped into mine as he pushed up onto his other elbow. "Start at the bottom," he breathed, placing my hand near his sac, "…and move upward slowly, then back down. Tighten your hand around it gently." I did as he told me and felt him tense as he exhaled loudly. "Yes, just like that."

I continued working him up and down in my hand until he took my hand into his. "Emma, you need to stop."

"But why?" I questioned.

"Because, I need to be inside you."

A shiver overtook my body as his words brought me to the realization of what was about to happen. Will pulled me up to lay atop him, our bodies pressed together. He pulled my hair away from my face, looking me in the eyes. "Emma, before this - well, I promise you - I am going to go as slowly as I can. It will hurt, but only for a minute. We can wait as long as you wish. I need you to let me know…"

"Would you please just shut up?" I surprised myself with the sudden demanding tone, but I was beyond ready. "Will, I need you inside me. I want to feel this - feel you."

He rolled me to my back, leaving me cold for only a moment as he reached into the bedside table to remove the small foil packet and remove its contents. He was above me now, settled between my knees. He lowered himself over me, his strong arms holding most of his weight, and I felt his tip pressing at my center. "Look at me."

I did as he said and watched his face. His eyes closed as I felt him slide gently inside. He pushed slowly, and the warmth that I had felt a moment ago was nothing compared to the heat that I felt now. He stopped, and I looked back into his eyes. "Emma, I love you, and I am so sorry for everything. But, especially this."

The sharp, stabbing pain overtook me as I felt him slide further inside, and I squinted my eyes closed, doing my best to dam back the stinging tears that threatened to fall from them. Instantly he stilled himself, his lips pressing soft kisses to my temples. "So, so sorry," he whispered, his kisses now covering my closed eyelids, my cheeks, my lips.

After a few minutes of his gentle kisses and caresses, the pain had all but subsided, and I felt the fullness. I opened my eyes to see his hazel ones looking down at me. A small smile crossed his lips. "Hi," he said, biting his lip in that seductive way again.

"Hey." I smiled back up at him, my breath catching as he gently began to thrust. I could feel with each movement that he was filling me more completely, and the pain was no longer there. It had been replaced with that same welling feeling. I started to move in time with him, our bodies working together. He began to moan against my neck as I wrapped my legs around his waist.

As he thrust again, I felt a feeling unlike any other as the wave of euphoria overtook me, and I began to pant loudly. I was embarrassed; that was, until I looked up at his face. A devilish grin had spread over his face. "There it is."

It dawned on me what he was talking about, and I smiled back up at him. "I guess it's not a myth," I said, biting my lip as he pushed further, hitting the sweetest spot once again.

"No, it's not." His voice was so low, so husky, so - damn sexy. "You are so…"

I interrupted as my orgasm overtook me, my body shaking as I convulsed around him.

"Fuck, Emma," he growled, and as I came down from my high, I felt him thrusting harder and deeper until he tensed above me, every muscle in his body taut as I felt him throbbing inside of me. The look on his face was one of pure bliss; his eyes closed, his mouth parted slightly, his shoulders broad and pushed back. I closed my eyes and committed that look to memory. If I had nothing from this evening, it was the look of pure fulfillment on his face.

Soon, he lowered himself off of me and quickly eased himself out of the bed, leaving only long enough to rid himself of the condom and wash his hands.

He peeked around the corner. "Emma, would you like a shower? I can…"

I motioned at him with my finger as I shook my head. "Just come back to me." He did as I asked, sliding into the covers and pulling me into his arms.

We lay there in the silence of the night, just content to be in each other's arms. I had almost drifted off to sleep when he spoke, his voice cracking slightly. "Thank you."

I felt my eyes start to sting with tears as I willed my voice not to crack as well. "For what?"

I wasn't successful, as I felt the warm streaks falling from my cheeks.

Will lifted me gently from his shoulder and turned onto his side, facing me. "Why are you crying?"

I buried my head into the pillows, his scent only causing me to cry harder. "Emma, please - honey, what's wrong?"

I couldn't look at him. What we'd done hadn't quelled my thirst for Will Schuester. In fact, it had cemented to me that I was indeed head over heels in love.

"Emma, sweetheart. Please, look at me."

I raised up on my elbows as I laid on my stomach and looked into his eyes. In them I saw so much compassion - so much love. "Will, I…"

His strong arms immediately wrapped around me as he kissed my hair, rocking me gently. "Don't say anything, sweetheart. Let's not think about goodbye until we have to."

His words hit straight to my heart and as he held me tightly against him, I closed my eyes, content to enjoy the next few hours in his arms.

We made love again as the sun rose. This time there were no words spoken; our bodies spoke for us as we writhed together, bringing each other to release once again. The sun was now filtering in through the slats in the blinds, and as I looked over at his sleeping form, I noticed the broad expanse of his smooth back, his muscular arms, his perfectly toned olive skin. His hair was tousled; the sheets of his bed wrapped around him haphazardly.

Quietly I eased out of the bed and gathered my clothes, slipping them on. I wasn't content to shower yet; for the first time in my life, I wanted to keep the memory of his scent on my body for as long as I could.

Slipping out of his bedroom door, I grabbed my purse and wrote a quick note, placing it on the mantle before easing the front door open as quietly as I could.

IOIOIOIOIOIOIOI

Later in the day, I dialed his number in my cell phone, nervous about talking to him again. As he answered I spoke. "Um, hi…we need to talk."

He listened patiently as I spoke my peace, telling him that as much as I had enjoyed our time together, it was the last time I could see him.

He sounded resigned to the fact that it was happening. I hated to hurt him this way, but - it was the only thing I could think to do. As I flipped my phone shut, I heard the knock at my door.

Opening it, I smiled. "Hi there," I said, leaning forward to kiss his lips.

"Hey." Handing me the bouquet of daisies, he stepped inside, placing his shoes in the regular spot. I took his hand and led him over to the couch, where he slid me onto his lap.

"Did you have a good evening?"

Will smiled at me as he moved a tendril of hair away from my face. "Indeed."

OK, so there you go. I hadn't heard this song in a long time, and so when I heard it today, it inspired me to write this fic. Thanks to the members of the Matt Pack over on Twitter for their encouragement (and all the fine booty-shaking videos/gifs) that helped me with the inspiration for this story.

I will be updating Falling Away sometime this weekend. Thanks for reading! ~Jilly