A/N - Always thought it would be fun to turn the tables slightly and have Will be the one who's turning down Emma for sex, so this is my little ficlet about exactly that. It might have more chapters, it might not - I'll just have to see if inspiration hits.

Oh and is anyone else still watching the proposal millions of times a day or is that just me?

Already posted on LiveJournal

Disclaimer: Glee's not mine. Which is a good thing cus it'd be crap if it was

Will had no idea when things had changed or what had caused his world to spin around, but all he could vouch for at the moment was that the woman that was currently in his arms was definitely not his sweet, virtuous, innocent Emma. Oh no. This was a seductive, sultry vixen that seemed to be intent on having her way with him, and he was having to fight against all his primal instincts to give her exactly what she was looking for, no matter how much he wanted to cave in to her demands.

Hands were roaming freely across each others bodies. Kisses were laced with desire, passion, want, and were gradually replacing the need for air. Hips were grinding slowly, but with obvious intent, against each other. Moans, gasps and whispered promises of lust filled the silent confines of the lounge. Buttons were being torn open and skin was becoming exposed as the urge for more flesh to caress and adore became paramount.

Somewhere in the hazy fog of his mind, a promise made a few weeks ago came flooding back and forced him to break the spell. He pulled away suddenly and stepped back a pace or two from her, to try and let some vague hint of clear thought enter his consciousness again.

'We've got to stop before this goes too far ….' Will's breath was still uneven as he tried to explain his sudden change of heart.

'But what if I want it to go too far?' She was trying her hardest to get the moment back. The lack of body contact between them was driving her crazy even though it had only been a few seconds, so she slowly made her way towards him, never breaking eye contact. Not even to blink.

'No. Please.' He held his hands out slightly in front of him to stop her getting too close. The temptation would have been far too strong if he'd let her touch him again and he would have taken her on the couch next to them without having a second thought. There was only so much resolve and morality a person could have before failing miserably.

The alluring look on her face melted into disappointment as she halted her advance and slowly pulled the bra strap that had been forced down her arm a few moments ago in desire, back up into its rightful spot. 'You don't want me do you?' she muttered as she was suddenly overcome with embarrassment and took her gaze away from his in order to stop herself running away. The cold air caused her exposed skin to shiver in a way that seemed the complete opposite to the way he'd managed a few moments ago, when he was nibbling and licking her shoulders.

An exasperated sigh left his lips. 'I think it's obvious that's not the reason'. He made sure she was following his eyes again, before slowly looking down towards the prominent bulge that was showing through his pants. 'I can safely say that wanting you has never been a problem, Em. It's just that we promised. We said we'd wait. Until the wedding'.

'A girl can change her mind can't she?' Emma's playful side was taking over. Partly to cover her shame at feeling unwanted despite his obvious arousal for her, and partly in the hope that she could flirt her way into getting to back to where they were a few minutes ago, when all she craved was to feel his skin rippling underneath her fingertips; to feel him between her legs making her scream.

'I know, but …. The thing is ….' He was struggling to explain himself because, deep down, he was starting to wonder why he stopped either. She was obviously trying to tell him she was ready and the darkness he'd seen in her eyes earlier only confirmed his suspicions. This was what he'd been waiting for since they started seeing each other again. Surely breaking the 'no-sex-before-marriage' agreement a few weeks early wasn't going to hurt anyone? After all, it was just a silly little promise he'd suggested months ago after their engagement to make Emma feel better about the fact she was still wasn't quite ready. He'd already managed to go this far into the relationship relying on the fact he could get himself off in the shower when proceedings came to a sudden halt and he had urges to deal with. He didn't think that adding a few extra months onto their forced celibacy would make any difference. Except, he hadn't banked on the fact that Emma would suddenly be throwing herself at him making it all that bit harder. Literally, if the tightness in his jeans tonight was anything to go by. He wasn't the kind of guy to go back on his promises though. No matter how much he desperately wanted to. It had to be a 'no'.

'Oh come on Will. I'm ready. I just want you to ….. fuck me' Her voice lowered as she found the word alien on her lips, but it was the only thing that felt as though it could fully express her frustration. Will just sniggered slightly, more in shock at hearing her being so explicit. It also hid the fact he found it a complete turn-on and made a mental note to find out if the whole dirty-talk route was something he could get her to explore in more graphic detail a few months down the line. The more he was seeing of this side of Emma, the more he was tempted to throw her on the floor and just make love to her there.

The laugh didn't go unnoticed and Emma's desire was rapidly turning into annoyance at not getting her way. Her expression changed to match her mood but Will was finding the whole thing amusing. And slightly arousing. He loved it when she decided to let her 'Southern Belle' out on rare occasions and just stomp around like a 5 year old having a tantrum. It was such un-Emma like behaviour but he loved seeing her being so passionate. Even if it was about how irritating she was currently finding him.

'Fine'. A snappy, slightly shrill tone had entered her voice as realisation hit that she wouldn't be getting any further with him tonight, and she began to button up the blouse and cardigan that had barely clung onto her form. 'I'm not got to beg you to make love to me'. Her eyes suddenly bore deep into his as she declared her resolution aloud.

'But I am going to make you beg for me.'

Her inner-vamp came rushing back into prominence as she held her head as tall as she could manage (without her Mary-Janes at least) and walked slowly up to his side, ensuring that her hips were swaying as prominently as possible and teasing him with everything he was missing out on. Pausing next to him, she leaned over slightly, ensuring that her breath was tickling his neck before whispering into his ear ….

'You have no choice in the matter, mister.'

Will swallowed deeply and looked to ceiling as though praying for mercy, whilst trying to think of anything other than how hard she'd just made him again.