Note: I couldn't help myself. :) I just have so many ideas for this story. Haha. Even though the last thing I need is another fic to commit to!

He wondered if she knew how perfect she was. Probably not. If she knew she wouldn't even waste her time talking to him. He spent his nights in his bed thinking about this, about her, and everything he loved about her.

If they had a conversation that day then he would replay it in his mind, over and over, her sweet voices like a song in his mind. They did have a conversation that day. He touched her that day, her delicate hands. He shared music with her. He could still smell her as if she was right next to her.

He closed his eyes. He wanted nothing more then to have dreams of Emma. In his dreams he was a better man, one who deserved her, who had a chance with her. He liked his dreams. He was about to drift away, when he heard his phone.

He jumped, not expecting the loud beep in the silence. He grabbed it off the night stand and a surge of joy flew through his when he saw Emma's name on the caller ID.

"Em?"

"I didn't wake you up, did I?"

"No no. I was awake, just… thinking."

"Mind if I think with you? I can't fall sleep."

"Me either." He lied.

"Will."

"Yeah?"

"I've had a tough year."

"I know. I'm sorry about your marriage and everything that happened to you. You don't deserve any of it."

"Maybe I do. I wasn't good to Carl, Will. Why should he have stayed with me? And all the things I did to Ken. Poor Ken, he didn't deserve to be used to make me feel secure. I've made so many mistakes, and sometimes I think that's why I'm alone, well I know that's why I'm alone, but I think that's why I'm staying alone. I wish I was one of those people who had it all figured out. The woman that we alone and happy with it, is it bad that I want that. I'm sorry, I'm rambling, I've had these thoughts on my mind for so long, I just haven't been able to express them to anyone. I don't want anyone else to know what a mistake I am, but you already know. You know everything; you've experienced it first hand. So I can tell you because you already know."

"Emma, you're perfect." He said it before he could stop himself. Even if he had thought about it, he probably would have said it anyway. Emma was upset and if his words were what it took to make her feel better, he's sacrifice his pride.

Emma didn't say anything for a long time, Will thought that she hung up at first, but he could still here the sound of her breathing. He didn't want to say anything, he didn't know what to say, except good-bye, and he's rather sit there and here her breath all night then say good bye.

"Will?" She said in a whisper.

"Em?"

"Will you sing to me? Maybe if you sing, it'll help me fall asleep."

He didn't want Emma to fall asleep; he wanted to stay on the phone with her all night. "What song do you want me to sing?" He asked.

She yawned, "I don't care what song, you can pick one."

He decided on the one that had been in his mind all night:

She calls to speak to me
I freeze immediately
'Cause what she says sounds so unreal
'Cause somehow I can't believe
That anything should happen
I know where I belong
And nothing's gonna happen

"Em?" He whispered.

"Why did you stop?"

"Sorry. I just wanted to make sure you were still there."

"I'm still here."

'Cause she's so high
High above me, she's so lovely
She's so high, like Cleopatra, Joan of Arc, or Aphrodite
She's so high, high above me

"That's the end of the song." He said.

"It was worth a try." She said. "And it was worth it just to hear you sing again."

"I know how to make you fall asleep."

"How?"

"I'll be there in 5 minutes."

He hung up the phone before she could protest.

He thought on his way to Emma's house how he saw her every day, he look at her, smelled her, sometimes even touch her, and yet his heart began to flutter as he drove to her house. It fluttered just as it did when he saw her in the hallways walking towards him.

Not it was him, driving to her. He was only distance away from her, he thought to himself. But he knew that it was more then distance that separated them.

He pulled into her drive way, taking a deep breath before he got out of the car and knocked on her door. "Come in." He heard from a distance.

He opened the door, he'd never been in her house before. "Em?"

"I'm in here." She called from the bedroom.

"Hey." He sat on the bed next to her.

"Did you come to sing to me?"

"No even better." He said. "Lay on your stomach."

She did.

He began to rub circles on her back. "I used to do this to a friend I had in high school. She could never sleep at night, so I always would come over and sneak into her room and I would rub her back until she fell asleep."

"Your girlfriend?"

He laughed. "No." She was my first real crush though before Terri and all that mess. I actually think if she would have asked me out, I would have chosen her over Terri, but she was way out of my league."

"I thought Terri was the prettiest and… you know, all around best."

"This girl was different though. She was beautiful and… I couldn't even describe it. There was something so different and unique about her that made me just crazy about her. To be honest, I think that I loved her. I know I as young, but it was a crazy feeling she gave me, and it wasn't lust. I knew what was. I felt to every time I look at Terri. It doesn't mean that I loved her. I mean eventually I did, but she was kind of second best. You know what I mean?"

She didn't answer.

Will smiled and got up slowly, not wanting to wake her. "Night Em." He whispered, closing her bedroom door gently.