It's been a couple of weeks since the last update, so I've made this chapter a little longer to make up for that, I hope you like it!


Shelby wanted to sob as she heard Will's knock at the door. Rachel had chosen Friday afternoon to have a meltdown of proportions Shelby hadn't seen since the girl had been tiny. She'd been fussy when Shelby had picked her up from daycare but that was nothing new. As she always did, Shelby had fed Rachel before leaving daycare and Rachel had fallen asleep in the car. That was usual, as was the fact that Shelby had laid down with her daughter for a while once they were home. But then Rachel had woken. And she'd screamed. And she hadn't stopped since.

Shelby had tried everything, Rachel didn't want to be fed, didn't need changing, wouldn't take a pacifier. She didn't have a fever, so, at her wit's end, Shelby had given her a small dose of an infant painkiller and rubbed teething gel onto her gums just in case, before stripping Rachel to her diaper, taking off her own shirt and putting Rachel in the sling, desperately hoping that some skin contact would settle the baby, or at the very least, she'd tire after a while and fall back to sleep, hopefully waking in a better mood.

"I'm so sorry" Shelby whispered, tears pricking at her eyes as she opened the door, she was still in sweatpants with just her oversized hoodie over herself and Rachel, who was still grizzling unhappily in the sling, "I wanted to shower and change before you got here but Rachel's barely stopped crying since we got home. If you want to take a raincheck then I'll understand, if you just want to call if a day…"

"Shelby" Will reached out, his hand on her arm stopping her rambling, he could tell she was close to tears as he stepped into the house and closed the door behind himself, "tell me what I can do?"

Shelby frowned, "what, what do you mean?"

"How can I help you?" Will asked, "do you want me to make dinner or even just order takeout? Do you want me to make you coffee? Do you want me to take Rachel for a while so you can shower and change? What do you want me to do?"

"Wha…" Shelby had expected Will to leave, had prepared herself to watch him walk away without looking back, so the fact that Will walked her over to the sofa and pushed her gently to sit down before sitting beside her, one hand on Shelby's shoulder, the other gently resting on Rachel's back both confused and surprised her.

"Take a breath Shelby." Will waited for her to take a few deep breaths, deciding, when her tearfilled eyes met his, to stick to a simple question, "would you like a drink?" he asked. She nodded, struggling to keep her tears at bay, "what would you like? Tea? Coffee? Water? Juice?"

"Water please" Shelby looked up at him, "why are you doing this Will?" she asked, closing her eyes briefly as Rachel let out a loud wail, "I know" she whispered, rubbing her baby's back, "but I don't know what's wrong Darling, the only thing I can think of is that you're overwhelmed or overtired and the only way to fix that is for you to go to sleep and you're fighting it Rachel, I can't help that, I'm sorry."

Will watched the interaction with a sad smile,"I'm doing this because you're my friend, what sort of friend would I be if I left the two of you crying together hey? So let me get you that water and then we can decide on the next step" he said, squeezing her arm before heading into, what he assumed to be the kitchen to get Shelby some water.

"Come on darling" Shelby stood and began to pace, gently rubbing Rachel's back, desperate to settle her, "I wish you could tell me what's wrong" she sighed as Rachel reached up a hand to Shelby, looking up at her as if she was begging her Mom to do something, "I wish you could tell me what you need.

"Here you go" Will spoke softly as he walked over with Shelby's water, not wanting to startle mother or daughter.

"Thank you" Shelby took the glass, thinking back over Will's words, remembered him mentioning a 'next step' not sure what he meant, not sure what he expected of her right now.

"Now" Will's hand came to rest between Shelby's shoulder blades when she'd had chance to sip at her water, "have you started dinner?"

Shelby's heart sank, he was expecting her to make dinner for him, of course he was, that was why he was here, "no, I got a few things out but I haven't… She's been like this since we got in and I…"

"It's okay" Will stopped Shelby, "if you've started I was going to offer to finish so nothing went to waste, but I'm not a great cook so if you haven't made a start, how about I order us a pizza, no, you can't have dairy can you?" he quickly corrected himself, "Chinese? Indian? Burgers? You need to eat Shelby, whether Rachel's cranky or not."

Shelby sighed almost in relief, "pizza would be good, there's a menu stuck to the fridge for a place that does pizzas with dairy free cheese, it's expensive so I'll pay for it, just order whatever you want and…"

"Shelby" he cut her off again, "don't worry, I'll sort it, what do you want?"

Shelby wanted to sob, "just a margherita please."

"Okay" Will nodded, "I'll go order now."

"Will" Shelby sighed when he came back into the room, "I… you don't have to do this."

"I know you're used to doing everything on your own" Will said softly, "but I want to help you, I want… I want you to be able to trust me, I, I want to help you, if you'll let me." Shelby swiped frustratedly at her eyes as her tears began to fall, "come here." He pulled her into his arms, careful of Rachel still sobbing against her Momma, "the pizza's going to be about forty minutes, so if you want to take a shower or get changed or just take five minutes, I don't mind holding Rachel for you."

"The pizza." Shelby pulled away from Will, his words about how she couldn't have dairy suddenly registering in her mind.

"Yeah, I got the vegan margherita, that's okay right?"

"I need my bag" she sounded almost frantic, "I, I need my bag." She quickly made her way over to where she'd dropped her purse on the floor by the shoe rack, pulling out Rachel's daycare diary, "fuck" she ran her hand through her hair, "I'm so sorry baby, I should have noticed, I should have known baby, I'm sorry, I'm so sorry."

"Shelby?" Will knelt on the floor beside her, not entirely sure what was going on.

"Daycare write down everything she's eaten" she gestured to the book as she dropped it back into her bag and pushed herself to her feet, "she has a yoghurt most days, usually it says soy yoghurt or coconut yoghurt, but today it just says yoghurt, I think she's had dairy. No wonder she's not happy."

"Is there anything I can do?" Will didn't know how he could help but knew he wanted to do anything he could.

"Her doctor prescribed her something to take of this happens to make her more comfortable, in the kitchen, there's a medicine syringe by the sink, could you rinse it out for me?"

"Of course" Will quickly went to do as Shelby asked as Shelby made her way to the downstairs bathroom to get both of the medications that Rachel had been prescribed, the woman still apologising to her daughter for not realising sooner.

"I know" Shelby whispered as she gently pushed the syringe into Rachel's mouth for the second time, "but these will make you feel better kid, and the painkiller that I gave you earlier will help too, you can have some more of that later, and probably another dose of these too, I'm sorry Rachel, I'm sorry."

Will gently squeezed Shelby's arm, "you weren't to know Shelby, you don't need to blame yourself."

"I'm her Mom" she whispered, "I'm her Mom, she was hurting and I didn't know."

"You're her Mom and you trust daycare to look after her Shelby, they made a mistake, and I'm sure you'll bring this up with them, you recognised what this was and straight away you've done what you can to make her feel better, you don't need to feel guilty."

"I should have known."

"Have daycare done this before?"

Shelby shook her head, "they're usually really good about it, they have so many dairy free options for her, she even had dairy free mac and cheese the other day, they're usually so good."

"So it's not like this is something that happens often? If it was I'm sure you'd have known straight away, but like you've said, it's not happened before, if it's not happened before, of course it's not going to be your first thought Shelby."

Shelby sighed," I'm sorry, I'm sure this isn't how you wanted to spend your Friday evening."

Will took Shelby's hand and squeezed it gently, "I wanted to spend my Friday evening with you, so far so good" he winked cheekily.

Shelby laughed and wiped at her eyes, kissing Rachel's head when she saw the girl had already started to calm down as he medicine worked quickly, and she reached for a pacifier laying on the coffee table, kissing Rachel's hair again "good girl" she murmured when, this time, she began to suck on it. "Does your offer of watching this one so I can change still stand now she's a little calmer?" she asked.

Will smiled and nodded, reaching out to tuck a strand of Shelby's hair behind her ear, "of course."

"Can you grab that blanket?" Shelby gestured to a small grey blanket with white stars, thrown over the back of the couch. "She's only in her diaper and I don't want her getting cold." Will nodded and passed Shelby the blanket, Shelby bundling Rachel up and zipping up the hoodie to keep herself covered. "Are you going to sit with Will so I can get dressed now you're a little more settled?" she asked. Rachel was still whimpering but the medication had worked quickly and she was feeling a lot better than before.

"We'll be fine won't we?" Will reached out to gently stroke Rachel's cheek, "Momma's only going to be upstairs, and between you and me, I think she might need ten minutes to herself."

"Thank you" Shelby smiled as she passed Rachel over to Will, "I really do appreciate this."

Will waved his hand dismissively, "you don't need to thank me" he bounced Rachel gently on his knee as she whined a little. "Go do what you need to do. We'll be fine" he promised.

Shelby paused at the top of the stairs, Rachel was still whimpering but she wasn't screaming so she took that as a good sign and chanced a quick shower too, taking Will's advice and taking a few minutes for herself to calm down.

It didn't take Shelby long, less than 20 minutes later she was heading back downstairs, damp hair tied back in a messy bun and dressed simply in dark wash skinny jeans and an oversized grey sweater worn over a black tank top, bare feet and her face free of makeup. It wasn't exactly what she'd planned on wearing, she'd wanted to make an effort, she'd wanted to look nice for Will, but, as she'd quickly learnt after bringing Rachel home, having a baby meant that you couldn't really plan anything.

She stopped at the bottom of the stairs, smiling as she saw Rachel and Will curled together on the couch, Rachel still bundled in the blanket, gazing up at Will as she sat on his lap, a confused frown on her face as she tried to figure out the man holding her. Will had found one of Rachel's picture books and was quietly reading to the baby to keep her settled.

"Hey" she made her presence known as Will finished the story.

Will's eyes almost fell from his head as he saw Shelby, he'd never seen her without makeup before and he was almost blown away by just how beautiful she was, "hi" he smiled, "you look…"

"I know" Shelby sighed, picking at the jumper, "I was going to…" she shrugged, taking Rachel when she reached out for her, "it seemed a bit pointless me going all out now you've seen me crying in sweats."

"You look amazing Shelby, honestly, I mean it, and this is your home, we're just getting a pizza, you don't need to dress up, you never need to dress up for me. I mean, I wouldn't stop you if you wanted to, but don't ever feel like you have to."

"Thank you" Shelby smiled, sitting Rachel on her lap and dressing her in the vest and onsie she'd brought down with her, kissing the girl's head and wrapping the blanket around her as Rachel nuzzled into her, making herself comfortable, "I haven't, it's the first time I've done anything like this since I had Rachel and it…" she shrugged, "I don't… I really like you Will, but I've got a baby, not even an easy baby and…" she sighed, "even just as a friend, it's a lot for you to be taking on, there are probably going to be times when I have to bail on plans at the last moment. Rachel will always come first and…"

"I understand Shelby. I know there's nothing I can say or do to make you believe that, but it doesn't matter to me that you have Rachel. I, I like you a lot Shelby, but I get it, you're a Mom and whether we're friends or anything else, I know you're always going to put her before me. I get that, I do, but we. We can just be friends, if that's what you want Shelby then that's fine, and anything else? Well, we haven't finished our first semester yet, we've got plenty of time to take things slowly."

"I, I wouldn't be against us being more than friends" Shelby told him honestly, Will's heart soaring at her statement, "but let's not force it. Let's spend some time together, all three of us, and I can ask my dad or my brother to watch this one" she gently stroked Rachel's stomach, "so we could go out for dinner together or catch a movie or something. I suppose what I'm saying is, let's not force anything, let's just spend time together and see what happens."

Will nodded, understood why Shelby didn't want to rush into anything. "That sounds good to me."

"Can you…" Shelby looked to Will when she heard a knock at the door, Rachel had finally settled and Shelby didn't want to disturb her by getting up, "help yourself to the money from my purse."

Will stood but shook his head, taking his wallet from his back pocket, "don't worry about it" he told her as he went to answer the door.

"Thanks" Shelby smiled as Will put the pizza down on the coffee table, one large pizza, a side of potato wedges and a bottle of soda.

"Do you want a plate or…?"

"Please" Shelby nodded, "if you don't mind, I don't usually but it might be easier with…" she gestured to Rachel.

"Sure, where are they?"

"In the cupboard above the microwave, thanks Will."

He winked cheekily as he turned to the kitchen, "nothing to thank me for."

"I'll see if she'll let me settle her down upstairs after we've eaten" Shelby said as Will came back with plates and glasses, putting two slices of pizza and a handful of potato wedges on a plate and passing it to Shelby before pouring her a glass of soda too, "then we can watch a movie or something."

"You don't have to" Will told her, "I'll understand if you'd rather keep her down here so you can keep an eye on her."

Shelby shook her head, looking down at the baby curled into her, "she seems settled now, I've got a baby monitor so I'll hear her if she's not settled, and anyway, I'd quite like to spend some time just being Shelby, not Mommy."

"That's fair enough" Will nodded, "just don't feel like you have to put her to bed on my account."

Shelby smiled softly before taking a bite of her pizza, "thank you" she saw Rachel watching her eat, "do you want to try some?" she offered the slice to the girl, "okay, okay" she bounced her gently when she got a whine and a defiant turn of the head from the girl, "I'll try and feed you before you go to bed."

"How did you find out she couldn't have dairy?" Will asked, "if you don't mind me asking."

Shelby shook her head, not minding him asking at all, "I, when she was first born, she was too tiny to feed, she was fed through an IV for a while, and then, when she got bigger, stronger, she had a tube that went down her nose and into her stomach and she was fed expressed breast milk until she was strong enough to actually feed for herself. She was fine in hospital but when I got her home she completely changed, her pediatrician suggested an allergy or an intolerance of something, but it had to be something I was eating. He suggested wheat or dairy as the most likely causes, and I was pretty much living off sandwiches when she was in hospital so I doubted it was wheat. And the more I thought about it, the more I realised I was drinking my coffee black at the hospital but adding milk at home, I'd started eating cheese and yoghurts and using butter again, things I wasn't eating in the hospital, so the doctor suggested that I tried cutting out dairy or moving Rachel onto dairy free formula to see if that made a difference. It took so long for Rachel to physically be able to breastfeed that I didn't want to give that up so soon so I stopped eating dairy and within a couple of days, she was back to being herself again."

"Poor thing. It's good that you and her doctor worked it out so quickly though, with my brother, he was older and my parents had to cut pretty much everything out of his diet and then slowly reintroduce them until they found out what it was."

"Yeah, I guess we got lucky on that count. I'll have to speak to the daycare on Monday though. I don't…" Shelby sighed, "she's already been through so much, I couldn't help her before but now I can, her diet, that's something I can control." She shook her head, "sorry. I'm stuck in Mom mode again, you can tell me to shut up if you want."

"I don't mind" Will said honestly as he reached for another slice of pizza, the dairy free cheese tasting better than he'd expected, "and if I'm going to be around, it makes sense that I know all there is to know about that little lady, and I'm sure eventually I'll get you to tell me all your little secrets too" he teased.

Once Shelby had finished eating she put her plate back on the table, slipping up her sweater and pulling down her tank top, a tried and tested method for feeding her daughter without exposing herself. She smiled softly at the sleepy baby who gazed up at her as she fed contently, her hand clasped around Shelby's index finger the way it always had.

Wanting to give Shelby some space to feed Rachel, Will busied himself with clearing away the leftovers and washing the plates, leaving them on the draining board once he'd done. "She's almost gone" Shelby said as she saw Will walk back into the room, "so I'm going to go and put her upstairs. I shouldn't be too long."

"Okay" Will picked up the pacifier from the couch and held it out to Shelby, "do you need this?"

"No thanks" Shelby shook her head as she stood, "can you just put it on the table please? We have bedtime ones upstairs, they glow in the dark, it makes them easier to find when she spits them out in the night and then wakes me up crying for it" she chuckled.

Just as Shelby suspected, it didn't take long for her to settle the baby down, Rachel grumbling slightly at being settled in her crib, just like she always did. Shelby knew she wouldn't be in there for long though, just like every other night, Rachel would only sleep in her crib until Shelby went up to bed, then she'd spend the rest of the night tucked into her Momma's chest.

"Everything okay?" Will asked as Shelby came back downstairs.

"Yeah" she smiled, letting out a sigh of relief, "out like a light thankfully" she told him as she picked up the baby monitor from the sideboard and turning it on, smiling at the quiet little snores she could hear.

"She's adorable" Will smiled.

"Yeah" Shelby sat down, this time choosing to sit right beside Will instead of at the opposite end of the couch like she had earlier in the evening, "she is." She picked up the control for the TV, "do you want to watch a movie?"

"Sure" Will smiled, "I'd like that."

"Do you have a preference?" she asked as she began flicking through, looking for something they could watch.

Will shook his head, "I suppose you wouldn't be impressed if I suggested a horror film, so I could hold you when you get scared?" he teased.

Shelby laughed and tucked herself into Will's side, moving his arm so it was draped around her shoulders, "how about you just hold me without me having to get scared first?" she winked playfully.

Will nodded and laughed, gently pulling Shelby closer, "that sounds like a better idea, if you'd put a horror on I'd probably have been the one trying to hide behind a cushion" he admitted.

In the end the film didn't matter, they were less than twenty minutes in when Shelby turned to look up at Will, he met and held her gaze for a short moment before dipping his head, capturing her lips with his own. Shelby let out a surprised gasp but didn't stop him, letting her hand curl around the back of his neck as she returned the kiss.

Shelby put her hand on Will's cheek to get his attention as his hand slid from her hip to her back, slipping under the hem of her top to rest on the warm skin of the small of her back, "I…"

"Sorry" Will moved his hand out from under her jumper, "I got carried away, we don't have to…"

"No, no, I mean, I'm okay with this" she gestured to the two of them, "I'm just not ready to go any further, not yet."

"That's okay" Will reassured her, "I don't, I mean, I've never…"

Shelby smiled and used the hand on Will's cheek to pull him down so she could kiss him again, "that's okay" she whispered softly as their lips parted, "I've only had one serious relationship before, it's not… let's just see what happens yeah, and if we get to that point then we can just take it slowly, there's no need to rush anything."

"Okay" Will kissed Shelby again, "but you're okay with this?"

Shelby smiled and nodded, "I don't think I could stop if I tried."

Rachel didn't wake, and Will and Shelby didn't pay any attention to the movie, Will gently pulling Shelby into his lap as they made out, switching between sharing kisses and just holding each other close, "you're so beautiful" Will whispered as Shelby's forehead rested against his own, his hands around her waist as she draped her arms around his neck.

Shelby chuckled, "you need your eyes testing Schuester."

"I had them tested in the summer, 20/20 vision" he smirked.

Shelby rolled her eyes, "jerk".

"I've been called worse" Will kissed her again.

"Thank you though" Shelby said honestly, "you had every right to leave tonight, to walk away as soon as I opened the door with a crying baby, I don't… If it wasn't for you, I'd probably have spent tonight crying just as much as Rachel."

"Don't worry about it" Will said softly, tucking a strand of Shelby's hair that had worked itself loose from her bun, behind her ear, "if you ever need anything, even just someone to take Rachel for five minutes to give you a moment to yourself, just call me Shelby, whenever."

"Thank you" Shelby smiled, running her hand through Will's curls before kissing him again and letting her head fall to his shoulder.

"Tired?" she nodded against his shoulder, "I'll go home, let you go to bed then."

Shelby shook her head, "you don't need to do that" she protested, but failed to hold back a yawn.

"I think I do" Will laughed, kissing Shelby again, "we could erm… if you don't have plans, and if Rachel's feeling okay, we could maybe go for a walk in the park or something over the weekend" he suggested as he carefully lifted Shelby off his lap.

Shelby nodded and stood when Will did, "I think we'd like that. I'm seeing my brother tomorrow so Sunday?" Will nodded, "Rachel will be up before six, so feel free to come round whenever." She took a breath before suggesting, "when I see my brother tomorrow I could erm, I could ask him if he'll watch Rachel next Friday? We could go on a proper date?"

"I'll pick you up at seven" Will winked.

Shelby shook her head, "I'll pick you up at seven" she told him, "and save you from the overprotective big brother inquisition."

They were unable to resist sharing a few more kisses between the couch and the front door, but eventually they said goodbye, Will getting into his car and Shelby heading up to her daughter and her bed.

She changed into pyjama bottoms, leaving her top half bare, she'd long since discovered that, if she slept topless, Rachel would feed in the night without waking her, that and the girl loved the skin contact, Shelby frequently woke to the feel of her daughter's tiny fingers stroking whichever bit of skin she could reach. She used the bathroom before carefully lifting Rachel into her arms and rocking her gently, "come on kid" she kissed her hair as she got into bed, letting out a content hum as she settled down with her baby, "What do you think to Will?" she asked quietly, "he walked in on you having a meltdown and me about to join you but he just took it in his stride. It almost feels too good to be true. But it's nice to have some adult company, other than Uncle Dan and Grandpa" Shelby kissed Rachel's hair again, "just know though kid, no matter what happens between will and I, you'll always be my number one."