A/N: Emma does not have OCD in this fic, I forgot to disclose that earlier. I hope you enjoy! (:

Emma wanted to tell Will. She wanted to tell him so bad. He deserved to know. If the positions were reversed then will would tell Emma. She knew that he would. It was okay though, she would just avoid him. If she didn't see him then she couldn't possibly tell him anything that she shouldn't. It wasn't any of her business. It was Will and Terri's business. They weren't sex anymore. They were older now. There were no more snow angels and hot chocolate every day. She could do this. She could go without admitting to him what she wanted to do badly. What was it that she wanted to admit? That Terri was a horribly lying, cheating girlfriend, or that she could be a much better one?

Regardless, she couldn't tell him either.

Just as Emma was thinking that he plan of avoidance was foolproof, Will walked up beside her while she was on her way to her final class of the day. "Hi Emmy." He was the first one to come up with that nickname for her. Really, it was his nickname, belonged to him. Just like her heart belonged to him.

"Oh. Hi Will." She said, speeding up. "I'd really like to talk, but I'm going to be late for class." She quickened her pace, and nearly sprinted across the hallway. It was only Monday. Was this how it would be all week. Avoiding Will and his conversations. She loved her conversations with him. They were so meaningful and deep. They weren't anything like the conversations that she had with Terri about lip gloss and boys. Interesting and stimulating conversations were hard to come by in her social circle.

She say down in her usual seat in the back of the classroom next to Terri.

"Why are you all out of breath?" Terri asked.

"I was… running."

"Why were you running?"

"You know, just trying to loose weight."

"Oh shut up your gorgeous."

Emma smiled. It was always nice to be called beautiful by someone that looked like Terri did, even if she had told you to shut up before she paid you the complement.

Terri and Emma's friends Megan and Lily say at the table in front of them, but Emma knew that both of them would do anything to trade seats with her.

Lily had long blonde hair and she was even sluttier and stupider then Terri was. She was beautiful though, that was apparent. She batted her long eye lashed or winked those ridiculously blue eyes of her's and she got what she wanted. Megan was just as beautiful, though she looked nothing like Terri or Lily. She had dark brown hair that was shorter than Lily's, and dark eyes. Her skin was sun kissed and flawless. Emma honestly thought that both of the girls were pretty fake, but she still called them her friends. Probably because they were Terri's friends and they were Cheerios. Emma was basically obligated to tolerate them. It was okay though, because Emma knew that they didn't like her either. They didn't think that she had what it took to be such good friends with Terri, they both thought that that should be them. It was pretty ridiculous to Emma when she thought about it. Does it matter who your "best friend" is? Secretly, however, Emma wished that she was more like them. Emma wanted their beautiful hair and skin. She wanted to beautiful like the other girls around her were. Maybe if she was more beautiful then she would be good enough. Good enough for Will, and good enough for herself.

"So anyway." Terri said, leaning over to whisper to Emma after their literature teacher had started class. "I was thinking we should go to this party on Saturday. It's going to be awesome." Emma hated this. She hated when Terri talked during their literature class. Emma loved the class and found it stimulating. She didn't like when it was disrupted. She also didn't like that she had disrupted her to asked her to go to a party.

Emma crinkled her nose. "I don't like parties." she whispered back. Terri knew this.

"This party is going to be awesome though, Em. You'll love it." Emma knew that she wouldn't love it.

"I don't want to get drunk with a bunch of frat boys, besides, you shouldn't go either. What if Seth is there?"

"Seth will be there?"

"What?" Emma whispered as loud as she could. This earned her a dirty looked and "shh." from their teacher.

"Well it's his party. It would be kind of dumb if he wasn't there."

"I thought you said you weren't going to be around him anymore."

"What's the point of having an ex boyfriend who throws a bunch of wild parties if you never go to them? Besides. I never said that I was never going to be around him again. I said that I wasn't going to have sex with him again."

"But you also said that you can't control yourself around him."

Terri wasn't whispering anymore. "Well how is this any of your fucking business anyway."

"Girls!" Their teacher cried. "I'm not going to ask you to quiet down again.

Emma crossed her arms and sat back. Why was she keeping Terri's secret again? Oh yeah, because she was her best friend. Why was Terri her best friend again?

-xxx-

"So the party?" Terri asked after class. "Are you coming?"

"I… I don't know. Why don't you ask Megan or Lily to go with you. Drinking isn't really my thing."

"Fucking damn you Emma. Why are you always so fucking boring?"

Emma huffed. She hated that word.

"Why do you have to go see Seth?"

"Why do you care who I see, Emma. Damn it, come on."

Emma sighed. There were some things that she didn't have a choice about when it came to Terri. Well I guess she did have a choice. There's always two options with everything.

"Okay." Emma said. "I'll go."

Terri smiled. "I knew that you would! You wont regret it. I promise. we'll find you something really hot to wear and maybe you'll get lucky," she said with a wink.

Terri said "I promise" a lot, but it never really meant anything, and the thought of doing anything with any of Seth's friends made Emma sick. The thought of having sex made Emma sex. That was why she was the only Cheerio that was still a virgin. It earned her a lot of ridicule, but her heart said that it was right.

-xxx-

It felt like everywhere that Emma went, Will was there. What was so important that he had to talk to her so bad. She had to screen three of his phone calls. Did Will always want to talk to her so badly or was this just some kind of sick joke that the universe was playing on her? Now that she couldn't see him was when he wanted to see her.

If only Emma was a better liar, then this would be so much easier. Emma didn't want that though. She wanted to look like Terri, but she didn't want to be able to lie like Terri. That was a quality that she ever hoped to have. Terri had the ability to hurt someone like Will and that was something that Emma would never admire about her.

What was happening with Emma's mind these last few says. She was being more critical then she ever was. Maybe the fact that Terri and Will were together was finally sinking in. She was shown quite clearly that Will liked Terri. He was interested in girls like Terri, not girls like Emma. Why wouldn't he be? Who looked and Robin and says, "forget about Batman, I think we found a keeper here." Terri had always been someone that Emma admired, but now she actually wanted to be Terri. She wanted to take her body from her and go to Will, begging him to kiss her. And he would. Of course he would. He would think that she was Terri.

Maybe if Emma was Terri Will would love her the way that wanted him too. Maybe if she was Terri then she wouldn't have to always be reminded of what it feels like to be second best. Why was she ever okay with being second best? She didn't want to be second best anymore. She wanted to be beautiful. She wanted to be beautiful enough for Will.

-xxx-

Emma hurried to the girl's bathroom the next afternoon when Will was going after her, calling her name. Why did she have to do this? Why did she have to ignore him? What could he possibly want? Why did he need to talk to her so badly?

She went into the first stall and dropped her bag on the ground sitting next to it. She tried to cover her sobs with her hand but it was pointless. She had lost control of her emotions. She couldn't make the tears stop, just like she couldn't make her mind stop thinking everything over again and again. What was wrong with her? What had changed?

Emma hadn't felt better than she had all week then when she was on that bathroom floor crying. She was away from Terri and away from Will. She had no one to lie to and no one too impress. If only she could find a way to get away from her thoughts. The ones that were haunting her. The ones that were telling her that she wasn't good enough.

The ones that were slowly starting to kill everything that she once loved about herself.

She took up, thankful that no one had come into the bathroom during her episode. The mirror showed her that her eyes had become red and puffy and that her mascara had made its way down her face. She opened her bag and did as much as she could to cover it, until she forgot what it was she trying to cover.

Did she want to make the puffy eyes go away, or was she just trying to hide that hideous face of her's