He had really nice teeth. Of course, who would go to a dentist that didn't? But really, they were perfectly straight (she really likes straight, even rows) and practically glistened when they weren't covered with the mask he wore to protect himself and his patient from germs — she really liked that, too. He always wore gloves, pulled equipment from freshly sanitized packages and when he told her to open wide, it made her blush and think inappropriately in a way she didn't typically think about men.

He'd asked her out and she said yes, but she knew that while he was a nice guy, exceptionally hygienic and patient towards her personal needs, he was a rebound.

She felt bad going into this with that knowledge, but she really needed a good distraction. Moping around her apartment, looking at Will's tokens of apologies for weeks on end was only furthering her need to get over him.

Realistically, Emma wasn't sure she'd ever find someone who would be willing to forever deal with her issues. Things would likely go great for the first year or two, but crumble shortly after. She was already a statistic — one in three adults suffer from an anxiety disorder — and she didn't want to be one in two that wind up divorced.

Carl was picking her up in an hour and she had three options. She could enjoy the evening, melancholy, then announce that their relationship was going nowhere at the end. She could call him up, feign illness and hope to avoid him for a few days. Or, she could go out with him as planned, say nothing, act the like the proper lady she'd been raised to and let him peck her on the cheek while bidding him goodnight.

As sixty minutes ticked by and the dentist showed up at her doorstep with a bouquet of roses and a gleaming grin, she knew that sucking it up was her only choice.

She laughed at his jokes, even when they weren't funny — which was all the time — and she didn't tell him he was wrong when he mentioned that the Indians had scored 7-6 in the bottom of the ninth, giving them a leg up in their current series — it was actually 7-7 and they played a few extra innings before they triumphed; she doesn't care about baseball, but she watches the local news. She even let him pay for dinner, although she always offered to at least pay her half, feeling guilty for spending the money of a man she'd never love.

He drove her home in his fancy sports car, the silence growing awkward as they approached her street. He walked her to the porch, and rather than the friendly, chaste, kiss to the cheek she was expecting, Carl planted one firmly on her lips.

Her eyes widened and she gasped as she pulled back, clearly startled.

"Sorry, babe. It's just...I mean, it's been over a month here...and..." She couldn't collect her thoughts to form a coherent statement and barely heard him when he asked, "Maybe we could freshen up a little, I've got an extra toothbrush or two lying around in my car, I wouldn't mind taking care of that if you want to—"

Turning her key in the lock, she didn't reply verbally to say 'no' like she would have intended, and couldn't seem to find words to ask him to leave when he stepped into her condo.

She unclipped her shoes and hoped he'd take the hint to do the same, and as he watched her, she noticed he didn't. It almost seemed his refusal was to spite her, but she figured that most normal people wouldn't find a need to take their shoes off upon entering a home.

Her anxiety was at an all-time high. She had tried spending time with Ken in her condo, and his presence had nerved her, but not like this. She knew that Ken wouldn't push his luck if he wanted to stay hers. Carl was a bit more confident in his manhood. Emma was the one who wouldn't push her luck to stay his.

"Relax, babe, it's your own house," Carl directed her to sit, making her feel inferior in her own abode. "Gotta' let lose, tootse." His hand found her shoulder, a finger traced a line down to her elbow and back up, making her cringe and shudder. "Seriously, what's wrong? Do you want to speed things up or—?"

"S-slow them down, actually." She surprised herself by speaking and her eyes fluttered wide when she realized what she said and how it sounded. "Um..." Her hands came together in her lap as she tried to recover.

"Do you want something to drink?" He asked, standing, obviously hoping a little alcohol would loosen her up.

Emma shook her head, "Carl, I...This has been a great evening, but I'm just...I can't...Not yet." Although what she wanted to say was, not ever. She wasn't sure she would ever truly be ready for an intimate relationship with a man, any man.

He opened his mouth to speak but shook his head, "Alright, babe. I'll leave you be, then. Call me before you go to bed. Maybe we can try this again next time."

She really didn't want there to be a next time, not after that uncomfortable encounter; but she didn't want to be the shut-in recluse who lived a lonely existence either. "I, yeah...I'll call. S-see you," She followed him to the door, spirit throughly wounded as he pressed an additional kiss to her forehead.

Once his car was down the street, likely running through the stop sign in front of the elementary school as he always did, Emma allowed herself to collapse on the couch and tears to run down her face. Any normal person in any normal relationship could handle that, no matter how much they didn't like the person they were with. The kids she spoke to in her office would put their lips on just about anybody.

It was no wonder he was starting to push her, she hadn't so much showed the slightest interest in physical intimacy; not a flirty smile or an "accidental" brush against him. A month into a relationship and he'd initiated their first kiss? Most couples in the twenty-first century experienced that on a first date.

But Emma was tired of being alone. Breaking up with Carl would put her back into the same funk of walking past Will's office, in hopes he'd catch sight of her hair and call her in, of staring at his number in her contact list on her cellphone, in hopes that he'd call, or of crying herself to sleep at night, in hopes he'd show up at her door and hold her close. Instead, she was crying to herself because she was in a relationship with a man she didn't love. But likely, the only man she'd ever get.

Like he requested, she called him before going to bed. "Hey, babe. Feelin' alright?" He asked smugly, but Emma felt there must have been some sincerity laced in his voice.

"Um, yeah...I'm okay," She convinced herself while answering him, "Um, look, I'm really sorry, I just...I freak out and...I know it's a totally unattractive quality, but, um—"

"Sweets," It bothered Emma that Carl never called by her name, almost as if he were afraid of messing it up with another woman he'd fraternized with in the past; although she supposed anything was better than 'M&M.' "I know you've got needs and all that, but let's try and work through them alright? I mean, this is the kind of stuff that people in relationships do, right?"

"Y-yeah," Emma agreed, closing her eyes, "I just...It, um...This is sort of new, for me."

She did not want to tell him she was a virgin. Will was a hundred times the man Carl would ever be, and even he couldn't handle the news.

"Listen, I've got two tickets to the Indians game tomorrow night. I was going to take one of the guys, but you really seemed to know what you were talking about at dinner, so I'm going to take you instead."

Knowing he was hoping more than the Indians would score a home run, Emma made an attempt to refuse as politely as possible, "Oh, I-I don't really know too much about baseball...and...it's outside and...I-I don't..."

"Come on, it'll be fun. I'll pick you up at four-thirty. Call me at lunch tomorrow."

"Um...okay."

"Bye, babe. Sweet dreams."

He hung up before Emma could reply and she bit her lip to keep from crying all over again as she bundled the covers around her thin frame.

Just as she was lightly dozing, her cellphone vibrated on the nightstand near her ear, earning a groan followed by slight relief upon realization it was only a text message, rather than Carl calling her again.

Emma's breath caught in her throat when she looked at the name and debated whether or not she should open it. Will had sent her some very sweet, very innocent text messages that she hadn't bothered to respond to over the past few weeks. They had made her flush and giggle, but she would promptly remember who they were from and hide the disappointment behind thoughts of Carl; although they often left her wondering why he wouldn't send such sweet messages.

Against her better judgement she did, and in plain, black letters, the message read, "Sorry for bothering you — give me a call if you want to or can."

Thankful he was respecting her enough to let her call him, rather than taking the chance of risking an awkward encounter with Carl or her bad side, she did.

"Hey," He said after the second ring. She imagined he was sitting on his phone and trying not to jump in excitement as she actually called.

"Hey," Emma sighed into the phone, "What...What's going on?"

"Tomorrow night is the faculty dinner. You never replied to the inbox...I was, well, Figgins was wondering if you were planning on coming."

"Oh my gosh," She sat up and walked to the kitchen, eyeing the calendar on the refrigerator, "I totally forgot about that. What, um, what time does it start?"

"Five, technically, but I don't think food's actually going to be served until six."

Emma drummed her fingers on the countertop. She'd made Carl feel terrible one night, would a second break the fantasy relationship she'd achieved?

"I really should pass," Her voice was quiet and sad, and she knew Will would question it.

She heard him shuffle the phone to his other ear as he likely stood to devote more attention to her, "Em? Everything alright?"

"I just, I had plans. And I don't know that canceling them would be a good idea."

He knew what she meant by plans, "You can bring Carl. Most of the faculty members with significant others bring them." Emma was completely silent at this announcement, "Em?" Will piped after a minute of dead air, "You still there?"

"Y-yeah," She choked, flustered. She was not prepared for Will to meet Carl. She wasn't sure if she ever would be, "I...I'll have to call him. I'll let you know."

"Sounds good. Have a nice night, Em."

He hung up before she could return the sentiment; leaving her nervous to her core over what to do in her predicament.

After fifteen minutes of rehearsing what she would say and beating herself up for being so cowardly — normal couples wouldn't have to worry about a change in plans destroying all they had — Emma closed her eyes and hit the talk button.

"Miss me, babe?" Carl's cocky tone crackled on the receiver.

"Hey, um, actually, I forgot that I have a faculty dinner I have to go to tomorrow night," Emma stumbled over her words, assuming saying 'have to' rather than 'would like to' could inspire him to not feel anger at her revelation.

"Oh. Well, I don't want you to get in trouble at work." Thankful that he seemed understanding, she prayed he wouldn't ask to come along.

"Thanks for understanding," She breathed, "I'll, um, I'll talk to you later, okay?"

"Call me when it's over, I'll come over."

Cringing, Emma agreed to do so and finally slid back into bed, sighing deeply into the blankets.


"Sorry, I'm not on much of a break, I've got five hundred seniors who want their transcripts sent out and it's getting quite hectic."

"Hm. What are you going to be wearing tonight?"

"Um," Emma put the phone between her ear and shoulder while trying to shuffle a pile of papers into some semblance of order, "I don't know, but I've got three students looking at me, I really need to go," She emphasized to avoid the subject, the teens in front of her waiting impatiently.

"Can you call back when they leave?"

She flinched, not trying to start something at work, "If I'm not too busy."

"Alright, babe. Call me." She hung up before Carl could continue talking and had to resist the urge to slam the phone back on the hook, "Alright, what can I do for you kids?"

The evening arrived and she'd found a sensible dress to wear to the hall where dinner would take place. She still hadn't called Carl back, but she hoped he'd be sympathetic that this was a very stressful day for her. Her only goals for the evening were to socialize with the few faculty members she actually spoke to, with the exception of Will, poke around at her food so it looked like she was eating the likely wilted salad prepared by teenagers who knew nothing of proper sanitation patterns, and escape before the music started and people started dancing.

Unfortunately, none of these were options as Will was stepping out of his blue beater at the same time she stepped out of her Volvo. He smiled and took a few steps towards her, waiting for Emma to make the first real move as to decide whether or not he should spend much time with her.

"Hi," She said under her breath when they met at the door.

"Hey, where's—"

"He's not coming," Emma cut him off before Will could even say Carl's name, "Um...should we go in?"

He nodded and opened the door for her, taking her sweet smile in before remembering to breathe and follow her footsteps.

"Miss Pillsbury," Figgins stood before her with a smirk, "I wasn't sure you'd make it. Glad to have you."

She flushed and bit her lip, still recalling their last conversation where she asked him how he could even call himself a principal. Of course, she'd apologized since then, but she was still feeling miles of guilt.

"Glad to be here," Emma responded politely and moved past him to find a table with the few individuals on staff who wouldn't be put off when she pulled a plastic fork out of her purse to use.

Will continued to follow her and as she discovered an empty place to sit at an empty table near a corner, he pulled her chair out and hurriedly took a seat next to her, "Em, can I tell you something? I promise it's not going to upset you like I did...you know, a few weeks ago."

She swallowed but nodded, meeting his eyes as he continued, "Emma, I was out of line. Really. I mean, obviously, you know how I feel about you, but it was not okay for me to force myself on you like that. You never did anything to compromise my relationship with Terri, even though you could have. I shouldn't have done something to compromise your relationship with Carl. I'm really sorry."

Emma pressed her lips together and tilted her head a little, "Thank you. For the apology. You're right, it was out of line, but I'm glad you could see that."

A look of relief spread across his face, "There's one more thing...Emma, obviously my feelings for you are stronger than this, but...can we please still be friends? I meant what I said to you before regionals. I really miss you."

Sighing she closed her eyes and nodded, "I miss you, too." Realizing she said it out loud, her lashes fluttered and cheeks reddened.

"So it's okay for me to sit with you?"

"I suppose," She cleared her throat, "Heard you got to keep Glee for another year." Will's smile reached his eyes. "How, um, how did that come about?"

"Sue, remarkably," He said while resting an elbow on the table to help make the mood a bit more casual. "She said that the kids are talented and she would miss being able to tease me endlessly.

Emma giggled and her laugh was like a cheesy chorus of angels in his ears, "Well, I'm so happy for you. You really deserve it. Your kids really deserve it."

Their conversation carried on relatively smoothly for the next hour or so until food was served and they ate in comfortable silence amid talks of fellow faculty members who had joined them at the table.

Two glasses of wine durning the meal had loosened her considerably and Emma found herself giggling at nearly everything Will said. Being a little more than tipsy himself, he found his flirty demeanor creeping into their discussion.

A few faculty members and their spouses — including Figgins and his wife — had already hit the dance floor as a fast-paced jazz song flooded the room while desert was being cleared. "Care to dance?" Will asked, standing and taking Emma's hand.

Thinking with the alcohol, the guidance counselor agreed and stepped to the tile with his arm around her waist and Will started to swing them gracefully, dipping Emma and making her laugh.

A ballad bursted through the speakers and Emma pulled herself closer to Will, her hand on his upper back while the other was clasped in his, very reminiscent of their Hello disaster in his apartment. This time, however, she drew even snugger into his hold and rested her face on his chest while her eyes closed contently. Will smiled and placed his chin on top of her head, relishing the closeness.

After nearly forty minutes of nonstop dancing, Emma excused herself to the restroom and met her own face in the mirror. While she could blame it solely on the wine, she knew that she had intentionally danced with Will.

God, it felt so good; so real.

She paused, however, as an image of a tan, black haired man popped into her mind's eye and she bit her lip guiltily. He didn't deserve this. No matter how pushy he could be, he did not deserve the emotional affair she would be having with him for the course of their relationship — no matter how long it ran or didn't.

Screwing her face up to something serious, Emma relieved herself of the intoxicating liquid she'd consumed and met Will with soft, yet stern eyes as he had been sitting in a plush chair near the door, "Emma—"

"Will," She said quietly, rocking in her shoes, "I-I have to go. I can't...This isn't..."

"I know, I know, I'm sorry. We weren't thinking and I'm feeling guilty all over again...let me walk you to your car?"

Emma sighed in relief that he felt what she had, "Thank you, yes, um...Let me just get my bag."

They walked to the car as slowly as possible, trying to reign in what would likely be their last moments together before August. Trying to avoid this scenario, Will asked, "Emma, I was wondering if I could still see you a few times this summer? I know it may not be...typical, to be friends with a guy while you're dating another, but if it's alright with Carl, I'd still like to...hang out with you, every once in awhile."

She fiddled with her keys, "I...I'd like that, yeah. We'll think of something. Goodnight, Will."

He smiled his farewell and watched sadly as she sped from the parking lot.

Carl was leaning against his car when she pulled into the driveway and it took all of her strength not to gasp in alarm when he moved to open her door. Emma felt she should have been feeling flattered, not weirded out that he was waiting for her. She hadn't called him like she said she would, how long had he been waiting?

"Hey, babe. Have a good time?" She nodded a response while she turned off her lights and took a step onto the concrete and he followed her to the stairs, inviting himself in once more, "So?" He questioned, waiting for her to say something.

Unsure of what he was expecting, Emma removed her phone from her purse and placed it in it's proper place in her closet, along with her shoes, "Um, have a seat," She advised, feeling strange at giving Carl a direction for once while she rested her phone on the coffee table. "I'll be back in a minute."

Stepping into her bedroom, she had no reason to need a minute to herself other than to consider what on earth she could possibly say to him.

Catching her breath and willing her pounding heart to find a regular rhythm, Emma looked at herself in the mirror. Her face was red with an emotion she couldn't identify and her hair was lightly tussled from nearly an hour of dancing with Will. Running a brush through her gingery curls, she took a few more calming gulps of air and returned to the living room, where Carl was flipping through a photo album she'd been looking at the night before, as if he lived in her condo and her property was his to dig through.

She cleared her throat, more to declare her annoyance than announce her presence. "Hey, babe. Have a seat." Feeling like she shouldn't need an invitation to sit in her own home, Emma found herself six or so inches away from him, but he turned to erase the space. "You never answered my question. How was your event?"

"Nice," Emma responded, adjusting her dress to come as far down to her knees as the material would stretch.

Noticing this, a smirk crept on Carl's face and his hand wandered to sit on her knee she attempted to cover. "No need to hide your stunning legs from me, sweets." He dipped his head a little closer to hers and she felt the tips of his hair graze her cheek while his lips met her neck, causing her to gasp and for him to take that as a positive motion. His fingers grazed up her leg and rested a bit beneath the purple material of her dress, rubbing slowly.

Not knowing what to say, as no man had ever made a move like that without her initiation or invitation, Emma closed her eyes, another sign he read as an encouragement to keep going.

Keeping her lids shut, Emma moved her hand to cover his own beneath the hem of her dress and he tangled their fingers together and moved his mouth to hers, causing her to stiffen and open her eyes.

"C-Carl," She muttered against him, but the parting of her her lips was used as space for his tongue to meet hers.

At this, she could keep her cool no longer and she shifted away, using her arms to back up to the edge of the couch.

"Emmie, what's the matter?" He asked as innocently as he could.

"J-just moving a l-little fast," She made an excuse.

Carl raised a brow and dipped back towards her, only not moving in to kiss her this time. Instead he...sniffed her?

"Hm. I thought so. You smell like cologne. And it isn't mine."

Emma's world was spinning and she felt the onset of an anxiety attack. Standing and ignoring Carl's angry, curious glare, she moved quickly to her purse before the effects completely overwhelmed her.

Walking with urgency, she swallowed a pill with a large glass of water from the kitchen before placing her hands on the edge of the counter to calm her system.

"I didn't want to freak you out," Carl entered the room and rubbed her shoulders in an attempt to be comforting, "But I would like an explanation."

"Th-the dinner...there was...dancing. I was just...dancing with a friend."

"Just a friend?" Carl's hands became a bit firmer, "And who is he?"

"Sp-spanish teacher."

"His name?"

"Will."

Carl was silent as he absorbed the new information. "How long have you known him?"

Emma knew he was staring at her face in the window's reflection but couldn't bring herself to meet his. "Since I started working at McKinley, he showed me around...He's always been a friend."

"Has he ever been anything more than a friend?"

"He was married," Emma added, feeling that may relieve the tension a bit.

However, it backfired as Carl's grip on her shoulders seemed to intensify, "Was married?"

"Carl, it's really not a big deal. I danced with him. It's not like..."

"It's not like what?"

Emma turned to actually meet him in the eye but his hands stayed firm on her upper arms as to prevent her from moving, "Look, nothing happened between us tonight. Nothing will ever happen between us in the future. It's over, can we please drop it?"

Carl was a bit taken aback at the confidence his girlfriend was showing. Feeling defensive, he rolled on with the argument, "We'll drop it when I say it's over. This is far from over. I want to know more about your previous relationship with him. Just because something didn't happen tonight doesn't mean something never did."

Emma shook her head, insisting on keeping anything that happened with her and Will far away from Carl, "It's nothing. We had a very, very brief...relationship and it didn't work out. You have nothing—"

"I don't want you near him."

"Ex-excuse me?" Carl dropped her arms and moved to the living room, where her phone had been abandoned on the wood surface in front of the solid printed couch. "What are you doing?"

"I said that I didn't want you near him. I also mean I don't want you talking to him, making plans to see him...You're with me. Not Will."

She felt tears pulling at her eyes as she tried to explain, "Carl, he's just a friend! He respects the fact that I'm in a relationship! He's not going to try and woo me or...anything! Stop, please?"

His thumb was over the delete button when his dark, angry eyes met hers, "You don't tell me what to do, Emma." She nearly stopped breathing when his low tone continued, "You will not speak to Will. You will not go to Will. You will not think about Will. Do you understand?"

"I don't! I don't understand, Carl! I've never given you reason to doubt me!"

"Until you came home smelling like another guy and refused to let me touch you!"

She crossed her arms over her chest protectively, "I did let you touch me!"

"But you didn't want me to. You probably wanted Will to be the one kissing you, rubbing your legs—"

The tears fell slowly, "Please, I just...I can't...Please?"

His thumb hit the button, erasing Will's name from her phone and he tossed it back to the table, letting the plastic hit the wood hard. Without another thought on the matter, he sat back down and pulled Emma's arm until she sat in his lap and wrapped his arms around her, "I wish I hadn't had to do that. I don't want to upset you." His hands crept up and down her sides, making her twitch with dread.

"Can we call it a night?"

"Only if you'll let me touch you. I want to know that I'm the only one who matters to you. You need to prove it."

She shivered and maneuvered so their legs touched as she sat next to him, "G-go ahead."

He put one hand on her face and she tried to keep from turning into it, but his force made it happen naturally; his other hand rested on her hip as his mouth met hers again.

Emma responded this time, not wanting to make him mad again, fearing the reaction, fearing him leaving and never returning. Fearing being alone.

Somehow Carl pulled her into his lap again, positioning her to straddle him, much to her displeasure as she attempted to keep her dress from riding up while their mouths stayed locked. His hand met her bare flesh above her knee, swirling close to her thigh before she pulled away in a dramatic gasp for air.

"See?" Carl touched her bangs in a way that Will had on multiple occasions, "It's not too much, is it?"

She shook her head, "I...I..."

Carl shuffled them around and stood, "I've got to get going, early appointments in the morning. I'll stop by around lunch, 'kay, babe?"

Emma nodded and followed him to the door, where he turned and slid his hand up the back of her neck and grabbed a fistful of hair while meeting her lips in one last, long kiss before shutting the door.

She slumped back against a wall to collect her thoughts before quickly rushing to the bathroom and turning the water as hot as it would go.

Without delay, Emma tore off her dress, letting it fall uncharacteristically to the tile and didn't line up her earrings in their box before jumping into the steaming water. She felt it scald her sensitive flesh but she didn't care. All she wanted was the feeling of his hands off her skin. Scrubbing hard at her legs where he'd touched her uncomfortably, Emma felt salty tears meet her already wet face, gliding down until they splattered against the floor.

After a half hour of scrubbing meticulously as her anxiety disorder was typically known for, Emma stepped into the cool of the room and wrapped a towel around her skin, which had turned redder than her hair.

Staring at herself for the third time that evening, Emma choked, thinking of Will, thinking of Carl, and thinking of her pathetic excuse for a life that had become burdened with such things.

"Oh, god," She cried softly to herself, sniffling while pulling on a pair of pajamas.

Carl was her last chance at not being alone. She knew this. She'd just have to own up to it and let him do what he pleased to hold onto him.

Just as she was prepared to crawl into bed for a night filled with terrors in her sleep, her phone vibrated from the nightstand, as it had twenty-four hours previously.

The message read 'unknown number' and her heart leapt as she would now be able to reach Will again.

Clicking the text open, she smiled for the first time since she left him, "Thank you - for everything. Have a good night."

Saving the number under an unsuspicious name, Andrea, she had a cousin Andrea, after all, Emma fell asleep with the mobile device tucked beneath her pillow with one arm curled under it, as if it were curled around Will himself.


For LizisaGleek; thank you for your enthusiasm, it always makes my day.

Encouragement from Twitter and other sources: beadedbarley, britthegleek, ckshih, kentuckybelle, iamplayingme, fancynewwhatever, agt_starbuck42, jaymafans, radames125470, iheartbillyb, and permanent rose - thank you for giving me the motivation and backup to write this unique piece (hopefully I didn't miss anybody).

A different, darker perspective on Carl and Emma's relationship. (Because we all want Carl to be a total douche, deep down.)

Update will be next week.

Thank you for reading — feedback on this particular piece (positive or negative) would be most appreciated.