Thank you to everyone who reviewed last chapter, you guys really keep me motivated! :) I'm sorry I'm being so slow at updating; I'm just really busy at the moment! This chapter is a prompt from Moonbike "Could you write a chapter on the Britney Spears song Inside out?" Girl loves her some Britney! ;) Thanks for the prompt; I hope you enjoy the chapter!

By night they were veiled by the blackness, oblivious to the truth of the blinding sun, with only a glimmer of that kind of shimmering beauty; they found solace in the stars; bright and unstoppable, never ending even for death itself, the stars outlived the frightful vengeance of the day and glittered throughout every mournful night of nothing. They realised one night of every night, and every other promised; that they had found the light of a thousand stars in each other's wistful stare.

Will's POV

"Would you... Would you like to... Come for dinner tonight? A-at my place... I don't know as like a goodbye? I-I completely understand I-"

"I'd love to." I cut off her rambling with a soft smile; I was going to miss that. There was so much I was going to miss, so much that I was starting to wonder why I had to miss it to begin with, why I wanted to be a star when I only shine for her.

"Hi."

I arrived at exactly eight o'clock. Well, actually I arrived almost half an hour early, but I spent most, okay, all, of that time pacing the hallway of Emma's apartment nervously. I just wanted this to be perfect. It was scary how easily I could say the wrong thing, how without realising I could upset her, maybe by bringing up something from our past, when all I wanted was right now, because I didn't know what would happen next year, or even tomorrow, only that I wanted this, us, if only for a tonight. I wanted to pretend this was the first; like there were no mistakes, just us; just for once with no complications. But the minute she opened the door I knew this was much more than simple.

"Hi." My restrained smile was a total failure. The minute I saw her a familiar kind of warmth washed over me, and I couldn't help but grin madly. It was hard not to smile though. Emma was literally glowing. And the thought that she'd done all of this or me... Well that made it hard to simply smile the best I could, when I wanted to give her so much more than the best.

Maybe it was the way she was dressed; a bright yellow blouse, detailed with ruffled frills and a sun and moon broach, soft curls of auburn rested neatly on the delicate material. Her skirt and cardigan, on the other hand, were a contrast of alternate blue, fading from light to dark across the material as if the sky itself lay there. But there was not a star in sight. I smirked at the tiny belt of yellow that wrapped around her small waist that was just so Emma. The most opposite of colours and emotions somehow made sense; somehow matched.

"Wo-would you like to come in?" The edges of her pink lips raised in a tiny smile of amusement. I'd been staring. It was like I was young and newly divorced and she was the sweet guidance councilor with a school girl crush. It was exactly like that.

"I'd love to." Her lip was bitten so hard I feared it'd draw blood, and still her eyes glittered when they met mine. She turned with a glance that kept our gases locked until it had to be broken, and I followed her willingly into the living room, led more by the sweet scent of her perfume than by anything else.

"Oh, I got these for you..." I said it as if I'd forgotten. When really I'd spent every moment that wasn't lost in her eyes waiting for the right moment to offer her the lilies I'd spend so long choosing (roses were too cliché, but the other flowers reminded me too much of the ones I'd brought her after she found out about the... incident, with Shelby).

Emma turned to meet my stare, looking from the lilies I held hopefully to my coy expression.

"Oh, Will, you didn't have to do that!" If I could see that smile every time I brought flowers, then I'd make it my lifelong dream to fill her entire house with every kind of tulips, roses, orchids, carnations; whatever I found would cause the most beautiful of beams to grace her features.

"I wanted to." I whispered a little too honestly; forever, was the minor detail I'd missed.

"Well thank you, that was very sweet of you." We were like strangers; two people who didn't know how to act around each other, but not because we didn't know each other; quite the opposite; because we knew each other too well.

It seemed so pointless tiptoeing around each other as if we were afraid, when the only fear was in how deeply we'd fallen, and how inconvenient the timing was... But now I think of it... Was there ever a perfect time to fall I love?

In that moment, just looking at her, standing so carefully with her fingers interlocked and gaze pointed shyly downwards, everything seemed to make sense.

"Emma... I..." How do you thank someone who's changed your life forever?

"Will, before you say anything I wanted to ask you something."

"Okay..."

"I know that you're leaving tomorrow. And I'm so happy for you. But I was wondering if tonight we could just... Forget about tomorrow and the future and just... Have one night, just for us?" The honestly in her watery eyes broke my heart, the desperation and sadness was enough to forget everything and be whatever she needed.

"What did you have in mind?" I breathed as I inched my way closer, until it was as if every inch of my body was pressed against hers, my warm breath tickling her pink skin teasingly... If I tilted my head, just slightly, our lips would touch... And she looked too soft, so untouched and unloved. I wanted to love her the way she deserved.

"Dinner?" She squeaked and I couldn't help but chuckle adoringly.

"That sounds perfect."

"So if Sue ever offers you a cat, just say no, because she will punch you." I grinned at her over the meticulously arranged plates. And wondered if I'd get to see the day she felt safe enough place the cutlery thoughtlessly, I wondered more if I'd be there to tell her how amazing she was.

Emma awarded me with a melodic laugh, and a response of "I'll keep that over mind." Before she scanned her plate, seeming to consider it's standard.

She looked at me with large eyes when I said "It's delicious, everything is... Perfect." I regretted using that word so often. But it seemed that whenever Emma sprung to mind the word I desired was no less than flawless, and I loved telling her; watching as her face lit up with happiness and for the first time in a long time, she looked totally content.

"Thank you." Her pink tongue poked put to wet her lips nervously, she broke my gaze after a moment of silence.

"You ready to go?" It wasn't two seconds from the moment the last plate was positioned carefully in the cupboard that I chirped the words. Emma glanced up, eyeing me quizzically as she subconsciously assessed the room, surveying the area for the slightest hint of uncleanliness or untidiness.

"Where are we going?" Her brow was knitted with confusion and I smiled innocently.

"Just thought we could make the most of this night... if it's going to be the last one... There's so much left undone and I thought tonight we could... Make up for all that lost time..." I grinned sheepishly.

"What did you have in mind?" She repeated sweetly.

"Would you please tell me where we're going?" I chuckled softly; "no way Emma." She sighed with mock annoyance, my hands still covering her eyes for a moment before I spoke again, peeling them away as she said "Wha- what...?" Emma started with a wide eyed glance my way. I gave her my best nonchalant smile, "follow my lead, Cinderella..." She took the hand I offered willingly and I squeezed her smaller hand in mine, grinning at how perfectly they fit; had always fit, as if it'd always been that way.

"I've made a list of all the wonderful moments I wish I could share with you... Like a bucket list I guess!" I waved the list in my hand, grinning wildly at the ever calm Emma. Who was now gazing at her surroundings open mouthed. She stared at the stage quizzically.

"And I've found a way to make it into one night you'll never forget." I finished as we came to halt. "Here we my lady!" I grinned with a cheeky wink, motioning to the picnic she'd been eyeing with such wonderment... "I figured you wouldn't be one for parks..." "Y-you did all this for me?" She chocked, hand on her heart, and I gazed at her beautiful, big eyes, now filled with such awe. I'd waited so long to see her look at me like that again, and I've waited forever if I had to just to see up the smile she gave me when I whispered sincerely "I'd go on a thousand dates with you if I could. And that's what I intend to do tonight." With a final watery beam Emma crouched on the checked blanket I'd laid out meticulously and I admired her for a moment before sitting by her side. It was with a sheepish grin and a hesitant stare that I asked "do you wanna go halfsies on a PP&J?" She smiled back; that wonderfully happy smile that I'd missed so much; that I would miss so much, but I didn't have to... "That sounds perfect."

Emma's POV

"Oh, I forgot something." Will broke the silence abruptly, and I looked up from the spot my eyes had taken on his hand, resting so close to mine... That if I wanted to... I could reach out and touch it... Instead I questioned him with the tilt of my head, covering my mouth softly as I swallowed the bite of PB&J I'd taken. Will seemed to have found a remote from somewhere, because in a flash it was in his hand, and he was grinning like an excited child, as he had been all night. "What do you think?" My eyes widened as I rose from my seated position. Gazing at the now star filled sky, or star filled ceiling. The lights were dimmed to nothing and suddenly it was as if the entire room had become engulfed with darkness and glittering in the abyss were a million tiny stars. I span around to face him, tears welling up in my eyes, and I had to fight not to fall apart right there. With everything I'd ever wanted staring me in the eyes, promising me forever with his sincere gaze, his lips remained unmoving, not promising for the fear of lying. He walked towards slowly me as a familiar song came into the radio. With at his final step Will curled his strong arms around my waist and pulled me closer, and I gasped a stolen breath and stared at him from underneath thick lashes. "Is this okay?" He asked hesitantly, eyes mirroring mine when they reflected such hopeful doubt.

This is..." Wonderful, beautiful, perfect... "Fine..." I smiled at his responding grin, that painfully charming, lopsided grin that I wanted to see every day for the rest of my life. It was becoming almost vital; swooning over that smile was as much a part of my daily ritual as bumping into Will at 8:15, and sitting down for lunch with him on Wednesdays, Fridays and Mondays... Because I had SAT prep to finish on Thursdays and he ran lunchtime detention on Tuesdays... Now that I think about it Will was my routine. Because he'd found a way to become a part of every daily activity, whether it was calling me every night before I fell asleep, just to remind me that I'd promised to have lunch with him the next day, and then to chat for hours until one of us fell asleep with a blissful smile. Or walking me to me car every night, even those that I stayed late on, in which he'd come into my office with a boyish grin and an extra large cup of coffee and pot of cookies he'd just happened to have in his office... But I knew he never liked fruit and nut.

As if sensing my thoughts Will pulled me closer yet. But not close enough... Would he ever hold me close enough? I wanted to be so close I couldn't breathe without him, so close it was dangerous to break away; so close we were one.

"Said you're gonna be here in a minute

Sitting in the mirror getting pretty

Gotta look my best if we're gonna break up

Gotta look my best if we're gonna break up

I can hear you knocking on the front door and I know exactly what you came for

Trying to say goodbye but it's hot and heavy

Trying to say goodbye but it's hot and heavy

You touch me and it's breaking me down, and me down, and me down, and me down

I'm telling you, let's just give it up and get down, and get down, and get down

So come on!"

I swallowed deeply at the lyrics, sensing Will's strong stare on mine but refusing to bring my eyes back to his. What was his promise? A lie of denial? I needed truth and regret; I needed a reason to forget. His pledge was neither desired nor true. But forever was.

Will kissed the top of my head softly and my eyes fluttered closed for a moment of disrupted vulnerability. When I opened them again Will was pulling away and I fought the urge to reach for him. "What are you doing?" I asked just above a whisper, after a second he turned. Will shook his head with a knowing smile and jogged towards me eagerly, one hand reaching out and taking mine as he lead me towards the door.

I was beyond asking him where we were going, not that I cared. Somehow it turned out that we were running though the park, freely, wildly; me in my best heels and Will his best grin. I managed to take a fleeing glance his way before we reached the end of the park, and what I saw was something I'd only seen line his features a few times; total happiness. As life he knew he was exactly where he should be in that moment. Too caught up with my thoughts I almost tripped but Will saved me before I could fall, grasping my hand tighter with a soft smile when he was sure I was safe. Before sending me a devilish smirk and lifting me from the ground with the swift movement of his arms, and before I could respond I was in his arms, "wh-..." Will interrupted before I could finish; "stop thinking for once Emma." I shook my head at this, speechless but not thoughtless as he would hope. I didn't care; I was weightless in his arms; safe suspended in the cloudy air. Will turned with me still safely in his hold, before placing me down; regretfully I missed the warmth of his touch. I looked around for a moment before he joined me in the... Boat... "Would you please just tell me what's going on?" I attempted to rationalise with him but that knowing smirk still lined his lips and features with a confidence that made me forget what I was even worried about.I forgot the minute the boat... No... Canoe, started moving, and the water danced around us so gracefully, stars shining just for us, the moon shimmering in the lake and in the sky, the reflection so strong it was near to impossible to remember where the sky stopped and the water began.

Will's POV

"It's beautiful..." Emma gushed; face tilted to the sky, eyes sparkling with its reflection, large and dreamy in the glowing moonlight.

"You are." I whispered, did I just say that out loud? I looked away bashfully when she turned to meet my stare. And then her soft hand reached out to touch mine, "sorry I just had to make sure you were real." I turned over my hand slowly, when I felt her hesitant touch. Welcoming her with equal fear and sincerity. She smiled softly and I squeezed her hand in mine, "hi." She grinned with a sweet sigh; "hi."

She didn't even bother asking questions when we arrived at the cinema. She simply followed my lead only slightly surprise when Harry, a former student, appeared and handed me a preordered popcorn, sweets and an extra large drink with two straws. I grinned at her with a wink, offering my arm when she giggled light heartedly threading her arm through mine just as the doors opened. I started to speak again when we took out seats in the empty cinema, "Harry bargained with the owner... Apparently his dad goes golfing with him or something." Emma nodded trustingly, a single question fell from her pink lips before they closed around her straw. "What are we watching?" I shook my head silently, pointing to the large screen when the lights dimmed and the screen cast its bright light. Emma turned slowly, wearing still the shadow of her smile.

Out if nowhere came the final scene of it's a wonderful life, I caught Emma's confused stare but sent her only a playful grin before turning back to the film. Then when the music had at last faded and Emma began to speak again the next scene lit up the screen; the scene from castaway, where Wilfred the coconut is lost at sea, Emma had once told me that that scene out of every other was the one that made her cry every time. Again the music dimmed and then glowed, and another film began, part of the film when Harry met Sally and then the godfather, the wizard of oz, titanic and finally, the I could've danced all night scene from my fair lady. I caught Emma's gaze at the last one, holding it for as long as I dared, as long as possible without falling too deep into her watery stare. "Will... That was..." I smiled when her arms flanked at her side, moments after they'd been searching mindlessly in the air. "Thank you." I nodded understandingly. Wishing I could spend hours watching every one of her favourite films in a living room that would be ours, by the glow of a flickering flame, her legs draped carelessly over mine and a soft blanket covering us both; but that's just something off the top of my head.

I never imagined it would be so easy to get Emma Pillsbury to take public transport; or to go bowling... But she did; for me. Although sat so close to me on the bus she was practically sat in my lap she was there, and to be honest I was glad she was as close as she was; she wasn't close enough. Still my heart fluttered at the idea of fearful Emma Pillsbury sitting next to a suspicious looking homeless man and asking him where he was going so late at night, on a bus that looked questionable even to me, and smiling all the way, her fingers threaded through mine so naturally.

"And now you put your fingers in the holes and you... Emma?" Despite me bringing my own bowling ball; one which I had cleaned harshly; to an Emma-like standard, I could still sense Emma's anxiety rising. She let out a sigh of frustration; I calmly wound my arms around her waist, as if I had any right to. The way she melted into my touch told me she didn't mind. And then I held the hand that had the bowling ball in, gently guiding it back as I shifted our position to a better angle. Trying not to look as if I was blurring my face into her hair as obviously as I was, but for a moment I was captivated by the sweet scent of her perfume and the warmth of holding her so closely. "Will?" Emma's soft voice brought me out of my daze, "Hmm? Oh yeah! Sorry..." She giggled gently, and I thought I saw her relax further when my hands trailed without permission, and they were stroking the silk material at her hips in a way so natural I wondered if I hadn't been doing this my whole life. Finally, I moved our arms to let the ball roll, sending it flying with a few final words of encouragement. Emma turned to me shyly when the ball had struck, as if waiting for instruction.

"Ever had pizza in a bowling alley?"

"You've got to sing, it's a tradition! And it's on the list..." bargained, not knowing how I was even talking coherently when she was perched so primly on the plush red sofa, slice of pizza in hand; beautiful. And what the moment all the more wonderful was that there had been moments, no matter how fleeting, in which I'd lost all hope of ever seeing her this way. I'd never seenjust Emma; the real Emma; the girl without hand sanitizer or and plastic gloves, without any form of protection or any fear to shield herself from; just a girl, innocent and naive and flirty and free; a lover of classic films and surprising music; who sung when she was happy and cried when she was sat; caring more for the cause of heartbreak than the trails of mascara that ran down her cheeks… And who loved endlessly; who I loved endlessly.

"For me?" Emma looked up from her drink, lips still wrapped neatly around her straw, her eyes widened, more so than usual, as she was if seeing everything for the first time. Her hands remained clutching her plastic cup; mine so close to hers I could so easily brush my hand against hers without anything to question... She bit the straw delicately with a soft smile, releasing it when she said; "for you."

The music started and I found my hand close to hers again, only this time I didn't try to overcome the need to touch her. I let my hand find hers, clutching it softly with a sincere smile at her fearful expression, and I squeezed I before bringing the microphone to my mouth with my other hand, and starting to sing;

"Won't you give me something to remember?

Baby, shut your mouth and turn me inside out

Even though we couldn't last forever, baby, you know what I want right now

Hit me one more time, it's so amazing how you shook my world and flipped it upside down

You're the only one who ever drove me crazy 'cause you know me inside out

Inside out..."

I gazed at Emma, begging her to hear me, and she did; loud and clear. But the truth was a lie and she knew it. The lyrics were so wrong and so right. Just when I thought she'd run from the fear, from the widening in her eyes and the quickening in her breathing...She stayed.

"I know that we probably shouldn't do this

Wake up in the morning feeling stupid

Said that we were done but you're all up on me

Said that we were done but you're all up on me

Tell me how we got in this position

Guess I gotta get you out my system

Trying to let you go but it's not that easy

Trying to let you go but it's not that easy

You touch me and it's breaking me down, and me down, and me down, and me down

I'm telling you, let's just give it up and get down, and get down, and get down

So come on!"

Emma sang sweetly, her angelic clashing beautifully with her words. She bit her lip playfully when I sang the next verse,

"Won't you give me something to remember?

Baby, shut your mouth and turn me inside out

Even though we couldn't last forever, baby, you know what I want right now

Hit me one more time, it's so amazing how you shook my world and flipped it upside down

You're the only one who ever drove me crazy 'cause you know me inside out

Inside out..."

Emma giggled when our eyes met, and she took in my awestruck expression. I grinned back when I'd caught the breath I'd forgotten to take. And with the final line I span her into my arms, watching with starry eyes as her skirts fanned out around her and I noticed a glimmer of yellow beneath the layers of blue darkness, she smiled carelessly. And I realised with a light heart, that it was me who'd made her this way; it was me who'd given her the strength to shine.

"Won't you give me something to remember?

Baby, shut your mouth and turn me inside out

Even though we couldn't last forever, baby (baby), you know what I want right now

Hit me one more time, it's so amazing how you shook my world and flipped it upside down

You're the only one who ever drove me crazy 'cause you know me inside out"

I sang the last line softly, head tilted down to gaze meaningfully at hers, when she looked at me with adoring eyes, that held so much more than the promise of one perfect night. My heart swelled when her beautiful voice joined mine, "out, out, out, out, out...", and our gaze remained locked, wide and trusting and so weak; so dependant. It was impossible to think of a day without a lifetime trapped in her stare... And more importantly I didn't want to. I don't know whether it was then, or if there ever was a moment that I knew, that forever was last on my list.

Emma's POV

It was long past midnight by the time we got back to my apartment. In fact it was long past midnight when we arrived at the museum, one of the last "dates", on Will's list. And possibly my favourite; although I didn't care much for history, or for the artwork Will made a point to show me, I was gloriously happy to be dragged through each stunning exhibition, even with little time to gaze in wonderment, I wondered why I'd never seen the place as beautiful before; the carefully stretched pencil drawings were suddenly so full of colour and light; and I realised with a smile that it was Will who'd made them that way, with his passionate description of its design and creation, I found myself falling under the spell of such beauty, in a few fleeting seconds after which we quickly dashed to the next painting. It was almost painful to move from the next; a water colour painting of a New York landscape. Surprisingly Will left easily, almost looking to in with a surprising amount of pain; I never realised the pale blueness of it could inflict such sadness.

"I really don't think I've ever eaten this much in one night..." I laughed brightly, Will's hand pressed lightly again my back, protecting, guiding.

I turned when we got to my door, not really knowing what to say next; looking to Will for the answers when he was just as clueless as I was. "I had a really great time tonight Will... I haven't had this much fun in... Well... ever!" I smiled honestly.

"The night's not over yet, Emma."

"It's not?" I questioned his serious expression with my confused one.

"There are two more things on the list." Will smiled, his signature lopsided grin, and I wondered how I was meant to spend a day without a lifetime of pent up hope and expectation fading to nothing at the twitch of his lips; of every ounce of the crazy that I called myself disappearing to lose someone who was simply in love. Who the phrase "simply in love" would irritate endlessly, as it was truly not enough. Not enough to explain the feeling that surfaced when he called before she fell asleep, or the smile that came with every fruit and nut cookie he brought and every fleeing grin she wished would stay. She didn't want to run anymore; I didn't want to run anymore, because it had turned out that every time I stood still there he was, waiting, unmovingly, as permanent as the starts that lit our every midnight phone call.

"I never liked fruit and nut, I know you'll have lunch with me because you always do and I don't need to stay on Tuesday nights but I haven't seen you all day and I can't spend one day not seeing you... Even if it's just to walk you to your car..." The words tumbled for his lips in a rush.

"I know." Was my soft reply, and Will looked up, his words laced with surprise when he said "you knew?"

"I knew... but... I could've taken my paperwork home... I could've said goodbye after you asked if I'd have lunch with you... But instead I asked you if you'd seen the latest segment of Sue's corner... And I've park my car adjacent to yours ever since I came to McKinley... Because some days the only time I get to see you is when you leave or arrive... I don't want to spend a day without you Will... But I can... if you need me to." Say you need me. I prayed my soundless begging fell silent; I needed to know I was needed; really needed and not simply desired, as the words of the song screamed.

"Broadway may be the direction I'm looking in now but you're the reason I'm even looking... Before you I didn't even know how to dream... And now I'm losing track of what even matters... The last thing on my list can't be completed in just one night... Or even two or three..."

"You'd better stay until you complete it then..." I nodded, trying to hide the smile that threatened to break my fragile facade, when all I wanted to do was fall into his arms and stay there forever.

"I better had..." He nodded in agreement.

"For now you could..." I stared at the paper in his hand in wonderment.

"Finish the second to last one?" Will finished.

"Yeah..."

Will pulled me closer by the velvety material of my golden coat, and I gasped in a mixture of shock and expectation, that quickly faded when his eyes met mine; devoted and determined. One of his large hands reached out to cup my cheek, striking and softly; I wondered how someone so strong could be so tender and gentle when they had such power; so much potential and yet he wanted this; he wanted me, needed me. My eyes fluttered closed when I felt his lips close to mine, his light breath on my flesh enough to make my knees weak, my heart beating so loud I was sure he could hear the disrupted sound as it echoed deeply. And in a second that stretched to a thousand his lips crashed to mine so delicately, and so desperately, I wasn't sure where both words came together to form the perfect touch. My hands reached out to clutch at his pale blue shirt, our flesh molding together so perfectly and so cruelly; because this wasn't a promise of forever.

"What's last on the list?" I gasped when at last we pulled apart, his arms still wrapped warmly around my body in a gesture that left me feeling safe and vulnerable at the same time. I realised I needed to know, I wasn't strong enough not to fall apart when he wasn't there to hold me.

"Have dinner with me?"

"What, now?" I asked incredulously.

Will laughed, as if my question was a silly one when we'd been on seven dates that night.

"Tomorrow... and the next night and the next; forever."

What? I scanned his face for any hint of doubt; any sign of sorrow or confusion. "What about Broadway? What about living your dream? What about being a star?" I shook my head tiredly, waiting to wake up alone.

Wills hands cupped my own protectively, as they had many times before, and would many times after; and every time I'd know this is where I was meant to be. I nodded when he touched my cheek softly, catching a tear as it fell, and promised like I never would've dreamed, even when I had nothing but hope, and fear, and the gaze of a starry eyed lover; this was everything; he promised nothing, but he didn't need to; everything was enough.

Okay so these chapters seem to be getting longer and longer… I hope that's a good thing and not a "stop rambling I'm bored!" thing… Thanks for reading, don't forget to review! :)