A/N Please don't hate me for this. This is a Will/Emma/Holly fic. This is from Holly's POV. And thank you so so so so much to Nicole (ma1teo) my beta for editing and reading this for me! ;-)


I opened the door and surprised was an understatement to what I felt when I saw Emma Pillsbury outside Will Schuester's apartment door. She seemed pretty shocked as well. I wasn't in Lima for the whole week; just visiting for a few days. I know Emma's not very fond of me; maybe that explains why she looked so horrified when I opened the door. Her beautiful bambi eyes widened and she muttered "Oh my God," quietly. Maybe hoping I wouldn't hear but I did.

"Holly." She finally says.

After that, all I've been working for the past week went down the slope; my ideas of getting over this red headed clean freak were all but gone. She's gorgeous and you don't even despise your boyfriend, Will, for still being in love with Emma even if you're together. Of course Will doesn't admit it but I'm Holly Holliday, I can sense these kinds of things. The only thing keeping Will and I from breaking up is that he and I love Emma Pillsbury; well that's why I'm staying with him. Emma and Will are very close friends and by being with Will, I would most likely get the chance to see Emma.

Well that's what's happening now. I'm pretty sure she came here to see Will.

"Why are you here?" she asks me. I eye her as she bites her perfect pink lips.

I give her a small laugh, trying to make it look like I'm comfortable when in fact I'm burning inside.

"The real question is what are you doing here?" She gives me a scared puppy dog look and I realize that I find it cute and adorable. "I'm Will's girlfriend so it's normal for me to be in his apartment." I tell her and she looks hurt by what I just said. I know she's uneasy about Will and I; she confessed to me the week I was a substitute that she is still in love with Will. Even if I'm fully aware that she got hurt because she wants Will for herself, I pretended that she was hurt because she wants me for herself and she despises Will.

"I want to talk to Will." It has just been a few minutes since she looked like a scared little puppy dog but she seems determined to see him.

"He had to go out." I tell her. "He had to go to the store to buy some tomatoes for dinner but you can wait inside if you please," I tell her.

She gasps. "No, no, I don't want to ruin your date." She says that slowly, as if she wasn't sure if she meant it.

"No it's okay. I'm sure Will would be the happy to see you," I tell her. I take her hand and try to act cool about it as I bring her to the couch. We both sit there and she smiles awkwardly at me. That's when I remember that she is a clean freak and I just held her hand, she looked really uneasy about it. I decided to not make matters worse and just leave her be. A few seconds later she got some Purell and started rubbing it on her hands. She was counting, probably to keep track of how long she's been cleaning her hands and figure if it's as sanitized as she pleases.

Gosh she's adorable.

It's been five minutes and she finally stops with the obsessive hand rubbing.

"Holly, Ca-Carl and I got a divorce." I turn around, shocked.

"I'm so sorry Emma." I wasn't, Carl doesn't appreciate her, I do, I mean Will does.

"It's okay really; I just realized that I can't be married when I'm in love with someone else." She says sighing.

I know she meant Will but like the love sick woman that I am, I wanted to pretend it was me she was in love with. Gosh, I wanted to kiss her but God knows what would happen if I did. Tell her I love her and that I'll wait forever until she loves me back. Instead I hold her hand and she doesn't flinch at my touch, in fact she smiles. I'm happy I've made her smile; at least I'm one of those people who she actually trusts to make her feel comfortable.

And before I could even process what I was doing I was holding her in my arms, she was crying.

"I'm so sorry Holly... I'm in love with your boyfriend, why are you being so kind to me?" She finally speaks up.

I wish Will would just disappear, I wish it was just me and Emma but then again I would never have been here hugging her if it wasn't for Will.

I sigh and I hold her closer to me, "I know how much you love Will Emma, and it's really obvious that he loves you and that I'll always just be the substitute." I sigh and she raises her head up and she looks at me directly in the eyes.

"You're amazing Holly and one day you'll find someone just as amazing as you are who would love you as much as you love him." She tells me, she wipes her tears away and she pulls away from the hug, I loved the feeling of her in my arms so much that when she pulled away it felt like there was a hole wanting to be filled and the only one who could fill it is Emma.

It's like she heard my thoughts because she hugged me again, tightly this time. She's comfortable with me now and that's a great achievement. I can still feel that tears were falling down from her eyes because they were falling to the back of my shirt. I would usually snap at someone if they did that but this is Emma and anything from her I would accept.

I didn't know why but she pulls away immediately, she was staring past my shoulder. I turn around to see Will. They locked eyes, and even with just that you know that they're meant to be together.

I know I want Emma and I love Emma but Will does too and he can actually provide for her, and Emma loves Will, not me.

"Emma, you- you're here." he looked surprised and I was in awe at the sight before me.

"I came to see you." she tells him, Emma abandons me on the couch and she walks towards Will.

I have to accept the fact that it will always be like this, she would always choose him over me. And now that's clear to me. I want to help them, if I can't make Emma happy. I would just give that task to Will; even if that means hurting myself.

Emma finally reaches Will and she grabs both of his hands, Will's look of confusion easily shifts to one of love, love for Emma. It makes me sick but if it makes Emma happy, I should be happy too.

"Carl and I, we're not together anymore." she says. "but- but I have to go, I just came to tell you that." she bites her lower lip. "Have a nice date with Holly."

I should have just took that chance to save myself from the pain of seeing Will and Emma together but I wanted to make her happy so instead I say...

"No, stay," I get up and I get the things Will bought. "I'm going to go cook and you guys just warm up on the couch and I'll call you for dinner." I try to smile my best fake smile.

Will takes Emma's hand and they both walk to the couch together. Gosh Will is such a womanizer; his current girlfriend is going to cook dinner for him and the love of his life. The love of my life too but that shouldn't matter to anyone but me.

I finished about twenty to twenty five minutes later. I get out of the kitchen and I almost cried at the sight that was taking place in front of me. Will is on top of Emma, they're warming up quickly.

But gosh, Emma is so hot, kissing Will, moaning his name. She whispers something into Will's ear and Will gets off of her immediately. He looks in the direction where I am and he gulps, Emma standing up a few seconds after him.

"Dinner is ready!" I was surprised when Will was the only one who came closer to me and Emma sat back down on the couch. I preferred if it was the other way around.

Will and I were soon alone in the kitchen. "Hols, I'm so sorry," Will says to you. You want to cry so hard not because Will is breaking up with you but because this means Emma is taken again, by someone who loves her just as much as I do. But I don't cry because I'm Holly Holiday and I don't cry.

"It's okay, I always knew I never had a chance with you, you two are one of those couples that will always get back together no matter what happens." I say to him.

"You will always be a part of my life Holly."

I didn't really care about that, I want to be a part of Emma's life not his.

"Thank you. I better go now." I say to him, he nods and I walk out of the kitchen. Emma comes over to me and she hugs me. I hug her back.

I see Will from the corner of my eyes but I didn't care if they find out about my secret. I just have to do it; I will never come back to Lima Ohio again after this.

I lift Emma's chin up and I bend down to capture her lips in mine. I can feel her pull away but I don't let her. I don't know where Will is but I heard him scream something I couldn't understand, I was lost in her.

But that was before I felt Emma's palm hit my cheek. I pull away and my jaw drops, I put my hand to my face. "I'm so sorry Emma, I'm so sorry." I tell her, trying to take her hands off of her face, she was crying and Will was hugging her from behind.

"Get out of here Holly!" Will shouts.

"Emma, I'm sorry. I love you."

"Holly! Get out of my apartment!" Will screams again, this time enveloping Emma in a hug, her face in his chest.

"I love you Emma. I don't regret anything." And with that I walk out of the apartment, tears cascading down my face. Only Emma can make me cry that hard.

I can still hear her sobbing from outside of the door. I stop there, putting my hand on my face.

What have I done? I just lost everything I tried to build up.

I felt so bad for making Emma that uncomfortable and sad, but at the end of the day I know Will is going to make her feel better. I know Will is going to comfort her and they might end up in bed together tonight.

I don't believe what Emma says anymore, I'll always be the substitute. I was a substitute for Will when he was gone and Emma cried into my arms. I was a substitute of Emma when she was married to another man. I'll never be good enough. I wasn't good enough for Emma and I don't know what I will do now that I have come to terms with that.

She will always choose Will before me.

I hear her moan Will's name out, with that I break down and cry again.