"Sorry I took so long." He was about to diverge on about himself, but then he looked in her eyes. "You don't look okay, Em."

She shifted her gaze downwards. "I just had a long night, that's all."

Will took a step inside the doorway, carefully thinking over every move. He couldn't figure out was on her mind, something that he had finally been able to understand so well when she let him in. Now he felt like an outsider - one that had to trust what he was telling her like a thoughtful stranger.

"You never told me what happened with your um, date. He didn't do anything, right? Cause I'll - "

Emma saved him the trouble. "No, no, I just got a little uncomfortable and I..." Her voice faltered. "I'd rather forget it happened so can we please not talk about it?"

"Sure, whatever you want." He didn't sound very convinced.

He stared at her expectantly and Emma knew that she couldn't keep him on his toes forever. She thought it'd be easier to just act like everything was okay, but anything she could say would just be obsolete so she decided to play it safe.

"Can we sit down?" Emma was relieved when he nodded in agreement. "Do you want anything to drink?"

"No thanks." Will looked around the comfortable apartment, and felt calmed by all the cool colors that covered the walls. He wondered why it didn't have the same effect on her and then remembered that everything loses novelty after a while - even a relationship. Emma sat down next to him and faced him entirely.

He still had a million questions. "I still don't get why you asked me to come over if you don't want to talk - "

Will couldn't wrap his mind around what was happening and for the first time because of a kiss - he froze. She held onto his shoulders with both hands, only loosening her grip when he responded with his lips. The kiss started out slow because he missed her and started to deepen because she wanted him.

She tugged on his bottom lip before leaving needy kisses along his stumbled jaw line. His eyes slipped shut as he shifted beneath her trying to find a niche but he couldn't. Emma's lips attached to his neck and he felt like throwing himself over the edge. Taking a hold of her waist, Will tried to protest silently but the she started to lift up his shirt absorbedly.

"Emma." His captured her lips with a kiss ceasing all movement. "This doesn't feel right."

Her eyes widened as she pulled back, though not enough for him not so feel her shaky breath oh his cheek. It was her own heedlessness that kept her from noticing the clarity in how wrong the situation actually was. She turned away dejectedly, unsure if she was angry at him or herself but knowing that she just wasn't happy.

"You're upset and I don't want to cause you anymore pain."

Emma closed her eyes, "I don't think you would."

He let out a deep breath because he was at a lost. Did she even know what she was saying? Maybe Emma was under the impression that he really didn't care but if she could the way his heart was caught somewhere in his stomach they wouldn't be fighting each other off at that moment. And maybe she'd think a little more highly of him.

"Is this why you called me, Emma?" Will slid from underneath her and sat on the edge of the cushion. "Because you shouldn't have. As much as I want to make up for my mistakes, I can't fix you - especially not like this."

She moved to the far end of the couch because being so close to him hurt. And it made her want to do things completely out of characters because she acted on impulses and he still had her heart. She waited for him to look at her, but his intense stare stayed rooted to some spot across the room and she wondered how the tables had turned so quickly.

"I don't know why I called... I guess I was lonely."

Her voice faltered and he knew she was lying. His hand fell to the nape of his neck with a sigh of frustration. "You can hate me but don't use me because I swear I didn't use you."

Emma shook her head. "How do you expect me to believe that, Will? All that time you made it seem like you cared but in the end you just made me feel terrible!"

"Do you think it'd be here trying to help you if I didn't care?"

He was starting to get defensive. Deep now Will knew that he needed was to keep his cool but he was slightly hurt. The reason that he kept that feeling from being his driving force though, was the fact that she had already felt the same way. And all that negativity could turn to into harsh words and regret, something he had already experienced enough of.

"You haven't exactly helped me." She snapped back harshly.

"No, I kept us both from doing something stupid." He caught her expression turn into one of shame and quickly apologized. "I'm sorry... I just don't know what to do anymore."

Emma wrapped her arms around her middle and shook. "I don't know why I'm the one who feels so bad about this." A single tear rolled down her cheek just as slowly as she was falling apart. Why couldn't she just forgive him? She felt his strong arms pull her against his chest and let him rock her back and forth like that time on the boat.

Will felt the collar of his shirt dampen and pulled her tighter.

"God, Em, it's not your fault. I just wanted what's best for you... but now I don't think it's my place."

She sniffed. "I'm not sure what you're saying."

"I'm saying that I can't be what you want me to be because you think that you need when quite honestly it should be the other way around."

Emma let his words sink in because she didn't think he had ever been so honest. She reached for Will's shirt, holding onto any kind of comfort. The material was slightly damp because he must have just taken a shower so maybe he planned on staying. Just as she got comfortable, he released her.

"Where are you going?" She panicked because she didn't want to have the wrong idea again.

Will craned his neck to the side and spoke in a pained voice. "I don't think I should be here. We need some time to sort out everything, you know?"

He turned away because he didn't want to see the expression on her face so she grabbed his arm. His hand clenched nothing but air because he felt like he should have been holding her hand, but they weren't at that place yet.

"I don't really feel like being alone tonight, Will."

"Go to bed, Emma." He took a deep breath. "I'll stay out here, alright?"

Even in her destitute state she didn't feel like protesting. She mumbled an 'okay' instead and let go of his arm slowly. Deflated, she wiped her eyes and stood and before leading Will towards the linen closet. He took a sheet and blanket from her with a sympathetic gaze and a kiss on the cheek.

Emma forced a smile. "Have a goodnight."

"I'm right down the hall, Em." He offered as a consolation.

"I know." She nodded lowly before heading towards the bedroom. "I'll try not to need you though."

x

Emma wrapped a blanket around he shoulders after climbing out of bed, feeling slightly rejuvenated. She opened the bedroom door quietly because she wasn't sure if Will was awake or not and ambled down the hall. Peaking her head over the back of the couch she found herself a little disappointed.

The only thing lying there was a folded blanket and what she was pretty sure the scent of his Axe. Looking around the empty room she decided not dwell on the fact that he was gone and she was by herself because it was normal. Emma went through her normal routine, which started off with a glass of water and a toasted bagel. She sat in the kitchen longer than she normally would have mulled over her thoughts because Will's words wouldn't leave her mind. What if he went away again to give her space and never came back? That scared her a lot.

She heard a knock on the door which was unexpected answered it hesitantly.

"I went to get some coffee - I hope you weren't worried."

Will handed her a cup while avoiding eye contact - something that didn't go unnoticed by Emma. They walked into the kitchen and sat across from each other awkwardly at the table. The silence was like torture and her heart ached a little more with every minute. She wasn't going to bring up the night before but maybe that was the root for everything that felt wrong in the moment because he had never been more reserved.

"I'm sorry about last night. I was just and really confused and - " She eyed him apologetically. "A bit frustrated."

He responded in the most diplomatic way. "I accept your apology."

Taken off guard by his response, she coughed; it was a nervous habit. She might have been wrong for expecting something more meaningful from him but maybe he wasn't the type of person who looked for apologies. His off behavior was wearing her thin.

"We can talk about what happened before I called you if you really want me too."

Will shook his head followed by a sharp intake take of breath. The creases in his forehead formed as his whole expression solidified. "It doesn't really matter... Unless you actually want to and I don't think that's the case, is it?"

"Not exactly." Emma replied honestly and even more quietly.

He didn't react because he already knew that in her heart, she didn't feel obliged to tell him. And for some twisted reason, she was trying to make him feel better when it should have been the other way around. The worst part was that he didn't know how.

She was at a loss. "You can look at me, Will. I want you to."

"I can't." He sighed in frustration. "I don't want to see you unhappy, Em."

Oh. Emma blinked furiously, trying to gauge his declaration. Did he expect something more from her? The fact that they were having a heart to heart in her kitchen should have been a good enough consolation. It wasn't like she hated him or anything.

"I'm trying to forget everything that's happened between us but it's probably a lot harder than you could imagine."

Will threaded both hands through his hair, feeling so conflicted. He didn't want to compromise himself but more than anything he wanted to show Emma that he understood what she must have been feeling. He had been there and it seemed like she needed someone to guide her through it.

His voice shook. "You're not going to forget, Emma. You can forgive me but we both know you haven't yet and that's what hurts the most."

Emma listened wholeheartedly.

"I don't know what you want exactly, but if it includes me being here, then I'll stay as long as I need too."

"And if not?" Deep down inside she was afraid to know.

In that moment, he looked into her eyes with endless depth. "I'll leave so that we can both move on."