A/N-This is a heavy Emma/Carl. It still has Emma/Will, of course...but I just wanted to warn you, so you don't get mad in the end. IT HAS CARL. =]

"So, what will you be wearing to the dance?" Emma looked up at Will. His hair was much more curly than usual. It almost looked as if he didn't have the energy or the passion to fix his hair.

"Probably a tux." Will had some papers spread out on a small section of Emma's desk. He was grading some of his last Spanish II tests. "I might wear a red tie instead of a green this year..." Will acted as if it was a difficult question.

When Emma let out a laugh, he joined in. "What are you going to wear, Cinderella?"

"Oh...I don't know." Emma started shutting down her laptop, and continued getting her stuff ready for the end of the day. Which ended in 5 minutes. "I might wear what I wore to the Spring Fling last year."

He remembered the dress. The red and yellow outfit had made him look at her, even though Terri was with him. She had looked so beautiful. "You looked beautiful in that." He said absently.

Emma's eyes widened, and she immediately looked down. "Thank you." She murmured. She wanted to quit the way her heart was pounding at the compliment.

Emma walked into the dentist office and immediately smelled the relaxing smell of sterilizers and latex. The office assistants smiled and welcomed her back. Sherri, Carl's main assistant, grinned and motioned her back. "He's in his office sweetie."

Sherri knocked on the door, and when Emma heard his voice tell her to come in, Sherri even opened the door for her. Carl was putting on his coat, and grabbing his briefcase. "Hey gorgeous." She moved farther in his office. "Surprise seeing you here."

"I hope you don't mind." Emma's fingers played with the hem of her shirt sub-consciously. "I just..." She looked up at him.

Instead of letting her finish, Carl captured her lips in a kiss. Within the first two months of dating, Emma had found out that Carl was indeed an amazing kisser...he constantly smelled like hand sanitizer and latex, so it set her brain at ease. When he pulled back, Emma's mouth was formed in an O.

"I just...I was just wondering if you'd like to go shopping with me. We could go the mall." Emma felt Carl's arm go around her waist. It still put her on edge when he did that, but Emma was pretty sure it was reflex instead of her fear of germs. "I need a dress for the Winter Dance this Friday, and as you know...it's Wednesday."

Carl grinned. "I would love to go shopping with you," He started to lead her out of his office. They walked past the front desks, and all the office girls smiled once again. "but I thought you had..." He paused and waited until they were outside. "...therapy today?"

"I do...I did. I canceled." Emma had never canceled an appointment, and to her surprise her therapist hadn't berated her. In fact, she had praised Emma for stepping outside of the normal and even congratulated her for her willingness to go to a germ infested area. "I have it tomorrow instead."

"Mmmm...so I get you for the rest of the evening?" Carl hooked an arm around her waist, and instead of feeling smothered like she normally did when someone touched her...she felt relaxed.

"Looks like it." She grinned, and quickly pressed a kiss to his cheek. "I was wondering if we could take your car?"

Carl just nodded, and started walking towards his car. "You just like me for my BMW."

"Well...maybe." Emma grinned. Being with Carl was easy, it wasn't like it was with Ken. With Ken it was an effort just to be in the same room with him. Carl was easy. She could talk to him. Touch him. Kiss him. Carl reminded her of...Will. They were both easy to talk to, Will a bit more, but Emma wrote that off as being because she had been closer to Will for longer.

"How about we drive to Columbus? We go window shopping." Carl had already driven out of the parking lot. Emma had wiped the door handle, and the seatbelt. Those were the two things that she just had to do. Luckily, Carl's car was interior leather.

"Carl, Columbus is two hours away." Emma looked over at him. While the offer was tempting (Columbus had a J. Crew, and Emma hardly ever got to go to a J. Crew shop), she knew that if she let him take her, she wouldn't want to leave.

Carl went to grab for her hand, and Emma let him hold it. "It was a half day at school. It's only 12:30, Emma! We can get there by 3:00, then shop until 8 and make it home at 10."

She hesitated, and that was deciding factor.

"We're going." Carl went on the interstate.

"Hun," Emma felt someone tapping on her shoulder. "We're here."

"Wi―What?" Emma mentally cursed herself for almost saying Will.

"I'm thinking we could start with J. Crew, then move down to Toys-R-Us." Carl moved his hand to grasp hers, but it caused Emma to jump at the contact. "Oh..I'm sorry, Emma..."

"No. No." Emma went to hold his hand again. "I was still half asleep, you just surprised me."

At J. Crew, Emma had gone a little overboard. She bought 3 new skirts, 4 shirts, and 2 cardigans. She showed Carl every outfit, and let him point out his favorite. Not surprisingly, he picked the shortest skirts. Surprisingly, Emma had liked the attention, and had even bought the skirts.

They went into a couple different stores, most of the dresses were too provocative for a school guidance counselor to wear to a formal and then there were the other ones that looked way too old.

At most of the shops Carl simply followed her lead, but it came to one shop and he pulled her in. She was faced with a sign saying ShoShanna.

"Oh, gosh, Carl...I can't afford anything here." She went to go back out the door, but felt Carl holding her still.

"We can still look can't we?" Carl had a mischievously grin. A look she knew from working with teenagers 5 days a week.

"Carl..."

Before she knew what was happening, Carl had a lady helping them pick out clothes. She was a Barbie, and Carl was Ken...picking out several styles of clothes.

"Are you ready to start trying on some clothes?" Carl put his hand on her lower back, and Emma tried not to shriek when the lady touched her shoulder.

"I can help you try some things on." The lady seemed very nice, and her therapist would be very proud of her for letting someone else help her...but Emma couldn't handle that quite yet.

"Thank you, but I think I'll be okay." Emma smiled and felt Carl's hand wrap around hers.

"You're doing great with all the germs, Emma." He pressed a kiss to her hair.

After several different outfits and dresses, both Emma and Carl were worn out. "I only have two more dres-Oh my."

Carl heard a zipper being zipped and saw Emma step out. The dress was truly lovely. It was a sea-green with scrunching around the chest area. It showed more leg on Emma than Carl could remember seeing, and he could tell that Emma was uncomfortable with how much shoulder she was showing.

"I love this dress, Carl, but I just...I couldn't wear this to school." She looked at herself in the mirror. "It's a gorgeous dress for someone who is a model and..."

"And nothing." Carl looked at her through the mirror, and Emma had a flashback of being in a bridal shop with Will. Her Will. What would he think of the dress? "Hi, can you help us?" Carl motioned to the girl that was helping them earlier. "She wants a jacket that will cover her shoulders, but not the entire embroidery. Do you know if you have something like that?"

Emma watched as the girl swooned over Carl's intense gaze. "I think we do. What size?"

"Small." Emma filled. "Thank you."

Carl looked back towards her. "You're absolutely stunning in that dress."

"You don't think it's too revealing? It is a tad bit short." Emma attempted to pull the dress down, but felt Carl's hands on hers.

"Don't." Carl kissed her hair again. "It looks amazing."

By the time they were at checkout, Carl had gotten shoes and a purse to match the dress and the silver cover. As they got up in the line, Emma saw Carl taking out his wallet.

"What are you doing?" She initiated contact.

"What does it look like I'm doing? I'm buying my girlfriend an outfit." Carl grinned at her doe-eyed look.

"You can't do that! I didn't bring you on the trip to buy me stuff! You already paid at J. Crew!" She suddenly felt as if he thought she expected him to buy her things. "I.."

Her words were lost in a kiss. "I know. I wanted to buy those outfits. You looked amazing in all of them, Ms. Pillsbury."

"Emma!" Will rushed to catch up with her before she walked through McKinley's doors.

"Will!" She turned around, and Will could see that her face was aglow. It was then that he looked at what she was wearing. A deep red shirt that had a deep V neck with an unusually tight skirt. Her shoes were still her normal Mary Janes, but instead of having yellow they were black with a red strap.

"Wow. Emma...you look amazing." He motioned to her outfit. "I love it, but...where's the bows?" He noticed that her eyes looked darker, almost as if she had spent extra time doing her eyeliner.

She blushed, and Will instantly recognized his Emma. She was looking at him like she used to. Her hair was straight again with the slightest of flip, and Will wanted to let his hands smooth through her hair.

"What did you need before?" Emma questioned, and automatically let Will get the door for her.

"I was just making sure you were coming tomorrow. You know, to the dance?" He knew it was a lame excuse, but he refused to use..'Because I wanted to talk to you' as his main reason.

"Um...yes. I am." She fell into step with him, and watched as their feet moved at the same time. Sometimes she felt so in sync with him that she could hardly breathe on her own, then at other times she felt like she was a billion miles away from him. "Carl will be coming also."

Will tried to hid his disappointment, but knew he was caught when Emma looked up at him.

"So, have you decided on songs for the Glee club?" Emma came to her door, and unlocked it. She kept the door open so Will could come in. Emma knew he didn't have class first period, and also knew that he liked spending it in her office. "I mean, I got your note...Did you go with my suggestions?"

"Yep. All of them."

Emma narrowed her eyes playfully. "Even the one about you singing."

"Yep. Even that one." Will laughed as her eyes twinkled with joy. "So, Em, what are you doing with your Christmas Break?"

She was fiddling around on her laptop trying to get it ready for the day, when he asked the question. It caused her to mentally stop. Was he asking if she wanted to do something with him? "I'm planning on heading down to Virginia to see my parents...and my brother. I didn't get to see them last year, but I'm hoping I can make it this year. I miss them."

Will nodded. "Sounds eventful."

Emma nodded towards him. "How about you?"

"Ya know, watch some sports...eat...visit my parents. The same." Will grinned and took out some papers that needed to be graded. "When will you be leaving for your parents house?"

"Oh, um, the day after the dance. Early, around 10." Emma squirted some sanitizer in her hands. She offered to Will, and wasn't surprised when he stuck out his hand.

"I take it that you and Carl are splitting the car ride?" Will faked a laugh, and couldn't deny the fact that his heart sailed at hearing her next words.

"Actually, it's just me going." Emma nodded at nothing in-particular.

Will walked into the Teachers' Lounge, and immediately gravitated to his normal table. There were only 3 other teachers in the room, and luckily they hadn't seen him walk in. He quietly sat his stuff down, and started to wait for Emma's lunch period.

"Yeah, I heard her boyfriend bought her all new clothes!" Ms. Jenkins exclaimed. "My niece, you know, the one that graduated last year...now works at J. Crew in Columbus. Apparently, Pillsbury walked in with a very attractive man. They went shopping, and get this...every outfit she tried on...she showed him! I thought she was afraid of people watching her! He even ended up paying $350 dollars...just at J. Crew."

Will's ears flew up at the mention of Pillsbury. He tried to act as if he had no interest.

"He has a convertible BMW. The man is loaded." The French teacher leaned forward. "Imagine that engagement ring."

All three women whistled. The thought of Emma in an engagement made him sick. He wasn't hungry anymore. All Will wanted to do now was go to Emma's office, and talk to her. Remind her of why she once fell in love with him. Then again, how could he compete with BMWs and the ability to buy her anything she wanted? His Christmas gift for her wasn't even comparable to what Dr. BMW could give her.

He saw Emma on his way back to the office. She smiled as soon as she caught his eyes. "Hey! Where are you going?"

"I thought I might just eat lunch in my room today." Will smiled, trying to make it seem like he wasn't angry or upset at her. Which he wasn't, but he didn't want to give the allusion that he was. "You could join me if you like."

"Yeah, that sounds great."

Emma quickly started following Will. Something was wrong. She could feel it.

She knocked on his classroom door. It was rare for Emma to bother Will in his own classroom, but she hadn't wanted to eat in the lounge alone. She heard his voice greet her. "Come on in, Emma."

"Hey, Will...I hope you don't mind..." She opened the door with her hand, mentally cringing at the thought of the millions of germs on the door handle.

"Of course I don't mind." He watched as she drug a chair to sit in front of him.

As Emma began taking out her lunch, she noticed that Will wasn't eating anything. "Skipping lunch?" Emma starting searching in her bag for her hand sanitizer.

"Not skipping, just not hungry." Will smiled sadly. "How-"

"I'm sorry, Will, but I seem to have forgotten my sanitizers in my room. I'll be right back." Emma stood up, but was stopped by Will putting a bottle of hand sanitizer and some plastic gloves on top of her lunch coverings. "Oh."

He grinned at her, and at her disbelief. "I got them when we started eating lunch in here, ya know, back when we..."

Emma finished his sentence. "Dated."

"Yeah." Will nodded.

She had already cleaned her hands and she had put on the gloves. "Okay, that's it!" Emma put down her fork in her salad. "What is wrong, Will? You haven't eaten lunch in two days. Anything I say is either answered with a short yes or no, or it's coated in sadness."

"It's nothing, honestly, Emma. I'm just worried about the glee kids preforming tonight." Will looked Emma in the eyes for the first time that day.

That obviously wasn't the answer she had wanted. She started putting away her lunch, even though she was hardly half way done. "Ya know Will, I knew that you were capable of a lot of things. Singing, dancing, teaching...I didn't know you were capable of lying to me so bluntly. I thought we got over this? You used to tell me everything that you thought of! Here." Emma tossed him a couple cookies. "I made these for you last night."

Will watched as she put her gloved hand on the door. "Wait!" Will paused, but was glad to see her turn to face him. "I'm insecure. I heard the other teachers' talking about how...Carl...bought you things in Columbus." He looked down. Will would have thought that Emma had left if it wasn't for the noise of her heels coming closer to him.

"How did they hear about that?" This time instead of putting the chair opposite of him, she placed it right beside him.

"A family member. Cousin. Niece or something." Will looked at the new skirt of Emma's. The shirt was new too. "You deserved better than me. You deserved a man that would provide you with everything that you wanted. I mean, look at you! I could never afforded to buy you all this stuff."

Emma paused. She didn't know if she should tell him that she hadn't wanted any of the stuff. "Will..."

"I don't want you to apologize." He felt selfish for bringing up his own insecurities. Couldn't he for once think about her instead of himself?

"We didn't...break up, because you didn't buy me things." Emma placed a calming hand on his upper arm. "We broke up because some part of you was still in love with Terri. You made me happy, William. You brought me joy in those few weeks, without buying me extravagant gifts. Will, the second time we broke up was because of April and Shelby."

He looked down at his desk. He had never told her the truth about April. Hadn't thought it would help the situation.

"I get that you are sorry, and I forgive you. But I'm with Carl now. I think in a way, we both had our chance with each other." Emma felt Will's hand slip over his. His gentle touch sent shivers down her spine.

"What if I said I wanted another chance?" Will marveled at how soft Emma's hands were.

"Will..." She felt her heart start to lean towards Will, but her head was leaning towards Carl. Carl hadn't hurt her, Will had broken her heart.

"What would you say?"

Emma took a deep breath. She knew saying what she was about to say would probably break both hearts in the end. "I would say that I am with Carl now."

"Miss Pillsbury?" Rachel Berry came knocked on her door, and slowly opened it.

"Rachel!" Emma plastered a smile on her face. "How can I help you?"

"Miss Pillsbury, on behalf of the Glee Club, we would like to extend this tickets to you. We thought we should put two just in case you were bringing someone with you tonight. We're sorry if this is short notice, but we'd really like it if you came. You are kinda like Glee's good luck charm." Rachel held out an envelope.

"Oh. Rachel." Emma took the envelope, and placed it on her daily planner. "Thank you for this. Thank the glee club for me also."

Rachel's smile brightened. "So does that mean you'll come?"

"I have in fact already been planning to, but the personal invite was lovely." Emma stood up and moved around to stand next to Rachel. She gently took the younger girl in her arms. Emma felt the girl return the hug.

"Just so you know, Miss. P, all of the glee kids look to you as the Mother figure of the group. You and Mr. Schue are our school family. You two mean a lot to us." Rachel pulled out of the hug, and walked out the door right before the bell rang.

"Just so you know, Miss. P, all of the glee kids look to you as the Mother figure of the group. You and Mr. Schue are our school family. You two mean a lot to us." That meant a lot to Emma. Those kids meant a lot to her.

Will meant a lot to her.

Thank you guys for reviewing! It meant soo much to me! How about you review again y/y?