The sun is bright the next morning; Emma squints in the unexpected light and remembers that she forgot to close the curtains the night before. She moves in bed, stretching her legs luxuriously, and makes to get up when she realizes that the heavy weight on her chest is actually an arm clinging loosely around her middle. Frowning, Emma turns over to regard the closed eyes and slightly parted lips of a sleeping Rachel Berry.

The events of the night come rushing back to her and she frantically checks the time. It's a few minutes before the alarm she set last night is to go off; the sun is rising earlier and earlier these days. She gently disentangles herself from Rachel, smoothing the covers over the girl, rubbing her back a little when Rachel sighs and makes a soft noise, moving restlessly in the bed, and pads into the bathroom.

Emma spends about half an hour every morning getting ready; her morning toilette is quite precise. She unrolls the rollers in her hair, brushing it out and spraying it carefully into place. She puts on her makeup, chooses her clothing, and then drinks her tea while watching the morning news and quickly skimming the headlines on the Internet for anything interesting. This morning, though, she quickly pins her hair up, not bothering with it, and chooses a simple winter white dress with a pink belt and pink Mary Janes.

Starting the kettle, she comes back into the bedroom to wake Rachel.

"Rachel, wake up, sweetie. I've got to take you home."

Rachel's eyes open slowly, fluttering a little as she tries to come out of sleep. She fails to make it to the surface, though, and her eyes slowly close again. Emma sighs in exasperation and checks the clock. They really only have an hour and a half before Rachel needs to be at school.

She shakes Rachel, a little more urgently this time. "Come on, Rach, wake up, please. You've only got an hour and a half before school."

Rachel wakes up this time, yawning, stretching, and then looking in confusion at Emma, as if she can't figure out why the guidance counsellor would be standing in front of her, waking her up, as opposed to one of her dads or her alarm clock.

Then she remembers and flushes red. "Ms. Pillsbury –"

Emma just shakes her head. "Rachel, we don't have time. Later, okay?" She smiles; pursing her lips a little, and brushes a strand of Rachel's long hair out of her eyes. Rachel smiles back, a little confused, and still looking about as lost as she did the night before, but she obediently goes into the bathroom and comes out a few minutes later with a clean face and brushed teeth.

In the car on the way home, Rachel clutching her still-damp clothing in a plastic bag, Emma looks out the window at the fresh April morning and says nothing to Rachel, who is pouting into her coat, only speaking to give directions.

When they pull up in front of Rachel's house, Rachel turns to Emma, and opens her mouth, but Emma shakes her head again.

"Later, Rachel."

Rachel's face suddenly crumples. "I just wanted to say thank you."

Emma looks over at the younger girl and feels bad. "You're welcome, but this can't happen again, okay?"

Rachel's pout grows bigger. "I know, I just . . . thank you anyway, for helping. Last night." She fiddles with the seatbelt buckle, but it sticks, and Emma finally leans over to help her, her fingers brushing against Rachel's. Like she's touched something hot, Emma jumps, snatching back her hand, and Rachel suddenly begins to cry, two tears rolling down her pale cheeks.

"I didn't want to make it awkward," she sniffles, rubbing a hand across her face until Emma offers her a Kleenex.

"Rachel," begins Emma, and then just gives up. "It's not awkward, okay, but it's not appropriate. I know you wanted some help last night, and I know you were all alone, but you can't come to me . . . well, outside of school. I'm sorry," she finishes lamely, and then feels awful as Rachel immediately gropes for the door, the tears running down her face.

"Rach, wait," calls Emma, and Rachel pauses with one foot out the door.

"What, Ms. Pillsbury?" Her face is streaked with tears, and the early morning sunlight catches the blue circles under her eyes. Emma flashes back briefly to waking up, Rachel's arms around her body, and then pushes the thought from her mind.

"I don't want to be mean to you. I didn't say any of this to be mean. You just . . . need to learn boundaries. You know?"

Rachel stands up and turns to face Emma. "Yes, I know. Thank you, anyway."

She slams Emma's door with more force than necessary and Emma sighs as she watches Rachel run to her door. This is going to be a long day, and she's already exhausted.

//~//

Emma is having trouble staying awake today and she's already on her third cup of coffee. That, coupled with her extreme anxiety, is causing her hands to shake a little and her restless feet to tap on the floor. She's had three guidance appointments, but it's clear she's not on form when one confused football player asks her why she just gave him the pamphlet for divorced parents instead of the one for the Ohio university he'd requested.

When he leaves, she slumps down in her chair and allows herself to close her eyes for just a moment, uncrossing her legs and relaxing them under her desk, but she's quickly pulled from the sleep she's craving by Will Schuester's voice.

"Emma?"

She opens her eyes immediately, widening them in surprise at his concerned face.

"Are you okay?" His voice is soft, and he sits down in front of her, peering into her face. She nods her head in confusion, but he cocks his head slightly, and she shrugs. "Why?"

"Because I don't think I've ever seen you with your hair up at school. And you're not wearing much makeup today. And your cup is dirty," he says, pointing at her white cup with the silver "E" on it. She stares at it for a few minutes, and then tries to smile.

"It's okay. I'm just a – I just didn't sleep that well last night."

He looks sympathetic. "Insomnia?"

"In a way." Emma flashes back to Rachel's tearstained face, both last night and this morning, and feels bad. "I had a bit of a crisis."

"Yeah, don't we all," he replies, slumping in his chair. "Terri was up all night with the flu. I was running back and forth with a bucket the entire night."

Emma's eyes widen and she moves her chair back a little. "Um, well, that's too bad . . ."

"Don't worry," he says, his eyes crinkling. "I washed my hands before I came in here, and I slept on the couch last night."

She relaxes a bit, and smiles. "That couldn't have been too comfortable." She's aware that she's opening up discussion about Will's marriage; Will, who she's had a crush on for a year – Will, who's shown her concern, sympathy, and understanding during her most awkward moments where she would have gotten up and left.

"No, I'm used to it," he says, running a hand through his curly hair. "Terri has trouble sleeping, so, I get relegated to the couch a lot. At least it's a comfortable mattress; it is a pull-out."

"Oh," says Emma, leaning forward. "Doesn't that, well, doesn't that bother you?"

He shrugs. "If it means that she gets a good night's sleep, I'm happy." He clears his throat then, looking up at her. "You know how it is, with significant others. You want to make sure their needs are met."

Emma shakes her head before she thinks. "No, I've never really had someone living with me," she blurts, and then wishes she hadn't said anything when Will looks surprised.

"Really? I would have thought you'd be married, or at least with someone long-term."

Then Emma makes another gaffe. "Why would you think that?"

Will shrugs. "I just would have thought so. You're a sweet woman. I just find it hard to believe that you wouldn't have a significant other." He stops talking when Emma's cheeks flush bright pink, and then shakes his head.

"Emma, this isn't . . . this isn't really a conversation we should be having." He smiles wryly, and her face flushes even redder.

"Um, well, I'm sorry, I – "

"It's a little inappropriate. It's none of my business about your personal life." He doesn't say it, but his tone does – it's none of her business about his married life, either.

"Well, I, I wasn't really meaning to –"

"Yeah, but we both should know better. This isn't gossip time in the cafeteria. And really, we don't even really know each other well enough, you know?"

He stands. "I've got to go – run off some copies of the sophomore Spanish test. See you around, Em."

She's mortified and doesn't even watch him leave. Instead, she covers her face for a moment and then reaches shakily for her hand sanitizer. She's never done this before – never pried and gotten caught, that is. She has always attempted to keep her crushes secret, especially crushes on people she can never have.

And his tone – the offhand sternness, as if he were talking to one of his students for not paying attention in class, or for passing a note. She flushes red again, her lower lip trembling, thinking about how humiliated and wrong-footed she felt, and then reaches for her Kleenex box.

She DOES know him, better than he thinks. They've been having lunch together at least twice a week for eight months. It clearly means nothing to him, but it means everything to her, and it hurts, to have him brush it off like it's nothing.

Is she really so strange that she doesn't have anyone? What would he think if he knew she was still a virgin?

She rubs the Kleenex on her face, trying to stop the hurt tears before they spill down her face, but before she can get herself back under control, she hears a sharp knock at her door.

Rachel Berry stands framed in the entrance, and her face is concerned.

"Ms. Pillsbury?"

Emma tries to clear her throat, find her professionalism, but she can't speak without her voice cracking, so she just stares at Rachel in distress until Rachel backs a few steps out the door.

"I'm . . . I'm sorry, I'll come back." Rachel looks down at her clasped hands, then back up at Emma, who's trying her best to get herself back under control, and she sighs a little.

"Are you okay?" Rachel's clear voice falls on the still air, and Emma suddenly can't hold back the floodgates. She's tired, and Rachel is the last person she wants to see, and she hates that her walls are glass and anyone can see her breaking down, but she breaks down anyway, and stands up.

"I just – I just can't, now, Rach," Emma manages to get out, but her voice is choked with tears and her accent is very strong, and Rachel, instead of going away like any other student, boldly steps forward and wraps her arms around Emma, this being the only way she can think of to comfort her mentor.

Emma's first reaction is to step away, and she does, a little, but Rachel's arms are like bands around her, and eventually she relaxes, bit by bit, and her own arms go around the slightly smaller girl. Rachel smells like a mixture of some astringent, acidic cheap perfume, shampoo, and a smell Emma can't quite name – a clean, sweet smell, that might be Rachel's personal scent.

She leans into Rachel, and Rachel holds her securely, and tightly, and when Emma finally lets go, Rachel rests her head for a second on Emma's shoulder before letting go, too.

"Rachel – "

"I already know, it wasn't appropriate." Rachel flounces into a chair, crossing her legs. "Look, I'm sorry about last night."

Emma wipes her face with a Kleenex, pulls the last of her self-control together, and tries to focus. "Rachel, I'm not mad that you came to me last night when you had no one else. I'm glad you recognized me as someone that can help you."

Rachel sighs. "But. There's a but in there."

"But I can't be your friend. I can only be your teacher."

Rachel shrugs. "Seems like you're a friend, too. You let me hug you. You don't let anyone touch you." She looks at Emma's desk, at the hand sanitizer and the wet wipes, and shrugs. "You're a germophobe."

Emma draws herself up. "Actually, the correct term is mysophobia, and yes, I do let people touch me." She coughs a little, and focuses on Rachel.

"I can only be your teacher."

"That's fine. But you should learn not to cry in your office. I saw you crying from like, down the hall." Rachel stands up, looking offended, and Emma sighs.

"Rachel."

Rachel doesn't turn. "I thought I could count on you to be my friend. To be one of the only people that understands me. And I thought maybe, we had something in common. Because we both want things we can't have."

Emma sighs. "It's not that I don't want to be your friend, Rach, it's just that you need friends your own age."

Rachel pouts stubbornly. "I told you a lot of stuff. I slept in the same bed as you. If you didn't want to listen or to help, you should have told me before I made such a freak of myself."

Emma sanitizes her hands slowly, thinking that over. "You're right, Rachel. I wasn't fair."

"You and every other adult," mutters Rachel, and leaves the room. Emma watches her go, and sighs. Why can nothing go right today?

//~//

She catches sight of Will Schuester in the music room just before she leaves school, glad to get away and nurse her aching head. Today has been a roller coaster of emotion and she's just ready to go home and soak it all away in her bathtub with the jets that she paid extra for, perfect for days like today.

Will is playing the guitar and singing, and Emma stops just outside the door and his vision to listen. His voice is smooth and steady, like a lullaby, and the guitar notes fall on the air. She listens until he stops playing, and then sighs happily, a little too loudly, at the door. He looks up.

"Hey, Emma."

It's too late to duck back. She sighs, steps forward. "Hi."

He strums a few chords, puts the guitar aside. "Listen. I was a bit . . . well, I was rude earlier. I'm sorry. I hope I didn't upset you."

Emma shakes her head, but her wary expression doesn't change. "No. You were right."

"Listen, I should tell you." He comes over, touches her shoulder, looks a bit shamefaced when she draws back. "I'm sorry, you're a friend. And I shouldn't have said those things to you. Because you didn't deserve it. You're a good person, Emma. And you were only trying to help."

Emma closes her eyes a moment, feels the ever-present tears today at the back of her eyes, ready to fall, and gropes for self-control. "No, you were right, Will. It's not appropriate for us to be talking about our personal lives at school. Or anytime, really."

"Only that's all we actually do," quips Will, and Emma smiles a real smile for the first time all day.

"Well, no harm done," she says, trying for cheerful, and Will smiles a little at her accented words.

"Can I walk you out?"

She lets him carry her bag to the car, and waits patiently as she cleans the door handles in the sunshine. He's never once asked why she needs to compulsively clean everything; she figures it's either he's being polite, or he's waiting for the right time. She never wants to talk about the mysophobia; however, with Will, she feels like she'd be ready to if he asked.

He smiles at her, hands over the bag. "Well, have a great night."

"Thanks, Will." She smiles at him, and then turns, startled at Rachel Berry standing right behind her.

"Rachel!" Emma's nerves, already frayed, finally snap and she speaks much more harshly than intended. "You can't sneak up on me like that! Why aren't you at home?" Emma runs a hand in exasperation through her hair and sighs, trying to ignore the hurt look on Rachel's face.

"I just wanted to say that I'm sorry. And I won't come to your office anymore."

Emma suddenly feels like she can't deal with any of this. "Rachel," she begins, but Rachel shakes her head.

"No, you're right, I'm being inappropriate. And I'm sorry for leeching off you. I tend to do that to people," she says wryly, her lips twisting, and Emma puts her bag at her feet, gently, straightening up to look Rachel in the eye.

"Rachel. None of this is because I don't want to talk to you, or I don't enjoy your company. You're a talented, very nice young woman. And I am not angry that you want to spend time with me."

Rachel looks confused, and Emma wants to kick herself for sending mixed messages, so she just pulls Rachel into her arms, and holds her against her chest for a moment, stroking her hair.

"Hey. I'll give you a ride home, okay?"

Rachel smiles a little, pulling back from Emma. "Okay."

On the way home, Emma opens the windows and Rachel fiddles with her CD player, singing randomly along to the songs she knows; smiling when she catches Emma looking at her expectantly.

"Don't stop singing," Emma says, smiling. "I like to hear your voice."

"Singing's the one thing I'm good at," says Rachel. "It's the one thing that I love to do that no one else laughs at me for."

They pull up in front of Rachel's house, and Emma smiles. "Have a great night, Rachel."

"Ms. Pillsbury?"

Emma looks at Rachel, and that's when she makes her mistake. "You can call me Emma outside of school, Rach."

Rachel smiles a little, blushes like a grade-schooler to call a teacher by her first name. "Emma? I know you said we couldn't be friends, but . . . can I still come see you sometimes?"

Emma smiles. "I'd like that, Rachel."

Rachel grins, whipping out of the car and back up the walk. As Emma drives away, she wonders what exactly she's done here.

Remembering Rachel's grateful smile, she isn't sure she cares.