A/N: Hey y'all! This story is slightly AU, about Emma's past. What happens when Will is there for her during a night filled with horrible nightmares.

Will heard her whimpering from the bedroom, she'd been asleep for a good hour while he finished up some grading. He marked the B+ on the paper, smiling since it was an improvement, and got up to check on his fiancée. She was still squirming and mumbling. He sighed and put a comforting hand on her tiny shoulder.

"I'll stay until you fall asleep, I promise" Debbie smiled, glancing at her monitors.

Emma shook her head, "no..."

Will gently squeezed her shoulder, she'd met his parents that day and her and his mom seemed to have an instant connection, like they already knew each other. "Emma.."

This time he heard her mumble, "I'm fine... No..."

He sighed, brushing her hair away, "hey baby girl..."

She whimpered but her eyes fluttered open, and quickly shut.

He sat next to her, "it's me sweetheart. I know a bad dream when I see one miss Emma"

She opened her eyes and buried her head in the pillow, "she knows..."

He was a little confused, "who knows what?"

She shook her head, "you'll hate me. Think I'm worthless..."

He sighed, "oh no baby, id never think that..."

She sat up and started wringing her hands. "My secret... Your mom knows..."

He put a strong, but comforting hand on hers, "can you tell me?"

She whimpered, "don't wanna"

He rubbed her back, "I love you Ems, don't be afraid to tell me"

She sighed, "you haven't met my parents because... Well, they're in jail..."

He was a little confused, how did his mom know. He continued to rub her back, "oh honey..."

"You know how your mom was an ER nurse when we were in high school..." She started.

"Yeah.." He smiled, remembering her glee performances.

"That's why she knows my secret. When we were talking in the guest room, she wanted to know how I was doing..." She explained.

He nodded, "what happened when you went to the ER?"

Emma hung her head, "my... M... My d.. Dad... Tr.. Tried to... K... K..." She mumbled, and will sighed, ready to hold her close.

"Oh baby, I'm so sorry" he sighed, pulling her in for a hug.

She started to cry and he rubbed her back. "I haven't seen my baby brother in ten years..."

He hugged her tight, "because of what happened?"

She nodded, "my aunt gladly took him in. I was still freaky deaky with OCD. Nobody in the family wanted me..."

He pulled her close, and kissed her head, "you have me, and my mom, and dad. They loved you"

She gulped, "do you remember Mrs. Adler?"

He chuckled, "of course, glee director, nationals, how could I forget?"

She tried to laugh, "if you were to meet my mom from junior year until now..."

He was surprised, "She took you in?"

Emma nodded, "I coulda sworn she thought I was crazy. My OCD was so bad. She got me counseling, helped me through so many panic attacks..."

He smiled and kissed her head, "you're so much stronger than you think. I love you Ems"

She cried a little in his arms and he rocked her. "Let's have Mrs. A over for lunch this weekend..."

Emma shook her head, "we can't..."

He sighed, "why not?"

"She... S... She had a heart attack... Four years ago... I... Came home to her dead on the kitchen floor..." Emma whimpered, it terrified her, she sobbed on Lillian's body for two hours before calling anyone.

He held her as close as he could, "I'm so sorry Emma" he felt awful, she'd been alone for most of the years they knew each other, and it pained him. Emma sobbed herself to sleep and he called a substitute for both of them. He laid her down and covered her up. She squirmed and cried so he laid by her and pulled her close. He slammed the alarm before she could budge and left her asleep.

He went into the kitchen to call his mom, "hey..."

"Hey kiddo..." She smiled.

"I'm kinda worried about Ems.."

She sighed, when they talked she seemed okay, "what's wrong?"

"Did you know Lillian Adler is dead?" He asked.

Debbie sighed, "Poor thing. What happened?"

"Heart attack. Four years ago.." He explained.

She sighed, "I wasn't working that night... They told me my redheaded girl had come back..."

"She told me everything, about her dad, how Lillian took her in..." Will explained.

"There were a couple nights I saw miss Emma for at least a year" she sighed.

"Why?" He asked.

"Depression, anxiety attacks mostly, she never could calm down and breathe... They always asked for me..."

"How did you help her?" He sighed.

"I usually ended up sitting on her bed and guiding her through big deep breaths. I had to teach her what that meant the first few times" she sighed, remembering the scared little girl who couldn't breathe sitting on the bed.

He sighed, "I feel so bad, she sobbed herself to sleep last night after we talked"

"She spent several long nights in the ER with me, she's a pretty restless sleeper when she's upset"

He sighed, "I knew her when Lillian died, I'm not sure why she didn't mention it..."

"She really struggled Will, I got there the next morning and she wouldn't stop CPR..." Debbie explained.

"I feel awful, I suggested we had Lillian over when Emma brought her up..." He told her.

"You didn't know, but I'm glad you do. She was so upset" Debbie explained.

He sighed, "I'm trying to help her momma, she's still having a hard time. I called Figgins, got her a day off.."

"That'll be good, just help her relax, if she needs anything I'm off today..."

"Thanks mom, I'll let you know" he sighed, and hung up.