Emma wasn't sure how long she was standing there, tears streaming down her cheeks, staring at the open doorway where Will had disappeared out of.

Will had just walked out of her life and she had let him.

The last three weeks she'd spent building up her courage to talk to him and finally set things right and make it all better and she had just let him walk out without a fight.

And what was worse were the things he said. A couple of months ago she might have agreed with him if he said he was ruining her life but she was hurt then and wanted to forget about him. Now it was a truly ridiculous concept. She ruined her own life and she hurt Will in the process.

It hurt too much to think she had lost him when he was in the hospital, to think she was the one who killed him, to think she was the one who caused him to leave her life forever.

Now, standing there alone in Will's spanish room she felt the same loss, the same fear that she felt at seeing Will in that hospital bed. She lost him. He was alive and, for the most part, well but she had lost him. As a friend, as potentially more than that, possibly even as a co-worker. She'd see him around and he'd see her around and maybe after a while he'd say hello but she imagined he'd treat her like they never had a friendship, like they never had more than that.

With a sob she realized that she had done that to Will over the past couple of months. She treated him like he meant nothing to her when in actuality he meant the world but it was too painful for her to admit it.

It took Will almost losing his life and him intentionally walking out of her life to make her realize that she could not lose Will. She needed him more than she thought. Without him, there was a hole inside her heart that would never be filled. She tried to fill that hole with Carl and she tricked herself into thinking it worked but now she realized that Carl only hid the hole from her he did not fill it and now that he was gone, the hole was completely visible and if she let Will walk out of her life now it would never close.

She swallowed over the lump in her throat, sniffled past her tears and finally found the will to move. Inhaling deeply she practically sprung out the door, her heels clicking loudly against the tile as she nearly flew down the hallway.

Her tears blurred her vision and strands of her hair flew up and around her face as she ran desperately down each and every hallway, her heart pounding in her chest as she searched for Will.

She came to a sudden stop when she saw a flash of curls from the other end of the long hallway. She turned her head slowly just as he turned his head towards her. Their eyes met across the distance and a similar scene flashed through her mind. She was all set to leave McKinley, her box in her hands when he appeared down the opposite end of the hallway. He ran towards her in what seemed like slow motion and before she had time to truly question his actions he leaned down gave them their first kiss.

Now Will stood on that side of the hallway, the sunlight beating down on his back through the large glass window behind him, prepared to walk out her life forever.

With adrenaline pumping through her veins she took off in a run down the hallway, the journey seemingly endless until she finally reached him. She saw the hesitation and sadness in his eyes and without a single word she propelled herself at him, throwing her arms tightly around his neck and slamming her lips down onto his.

A whimper escaped her lips as his arms circled gently around her and her arms tightened even more around his neck as his lips began to move against hers. Her fingers tangled in his curls to keep their mouths together prolonging the kiss as long as possible.

Only when her lungs strained for oxygen did she break the passionate kiss with a sob, burying her face into his tense shoulder. His arms loosened around for for a slight second and she whimpered quietly, grabbing onto the back of his shirt and clutching to him desperately making sure he couldn't leave. His arms then tightened around her, reassuring her that he wasn't going to leave but she still did not loosen her grip on his shirt. Sobs continued to bubble from her lips and tears fell helplessly down her cheeks as she nuzzled her nose against his skin, longing to feel him.

After a minute of holding him silently Emma loosened her grip on him, pulled back only slightly and cupped his face in her hands, looking into his slightly stunned eyes. She pressed her lips to his in a desperate kiss, "I'm sorry," She muttered and then kissed him again, "I'm so sorry," another quick, longing kiss, "It's all my fault." She cried, kissing him one last time before falling back against his shoulder and holding him tight. "Please don't blame yourself, Will. It's not your fault, It's my fault, it's all my fault. I was scared and I was hurt and Carl he was- he was there and I was foolish enough to believe that he could ever take your place. The marriage was a mistake Will, I never should have said yes, I never should have even considered saying yes, I shouldn't have ever listened to him." She scratched lightly at his back, her train of thought being that he'd still run away from her. "I love you, Will." She whimpered hysterically against his shoulder. "Please don't go, please, please..."

His hands moved down to her waist, gripping her there gently and with a little struggle managed to pull her away from him. Tears streamed endlessly down her cheeks and her breath left her lips in short, quick, hysterical gasps mixed with sobs. His hands immediately found their way to her face and he started to wipe away her tears. "Hey," He whispered softly, his breath ghosting across her lips, "Calm down, Emma, it's alright."

His name bubbled from her lips in a quiet whimper and when she ceased to stop crying, he guided her back down onto his chest and she gripped onto his shirt again.

"It's okay." He whispered into her hair, his lips grazing against her scalp. "It's okay."

Will wasn't exactly sure what had just happened. One minute he was mentally preparing himself for the emotional turmoil he was going to put himself through by taking himself out of Emma's life and the next the said woman was in his arms clutching to him for dear life, kissing him, telling him she loved him.

As that thought finally registered in his head, his arms tightened around her, he buried his face into her shoulder. Emma was there wanting him, admitting all he had wanted to hear for such a very long time.

He probably should not be giving in this easily but as far as he was concerned this might all be a dream resulting from his depression. He had had dreams as vivid before but the difference between those dreams and this was that none of them had felt this real. He wasn't sure if it was real or not but either way he'd milk it for all its worth.

Emma eventually calmed, her tears stopped and her breathing returned to normal but she still refused to let go of Will. She could feel Will's rough facial hair brushing up against her soft skin and his hot breath tickling the hairs on the back of her neck and was relieved to know he was there.

She finally lifted her head slowly, turning her face slightly so her lips brushed against his cheek lightly as she pulled away to look hesitantly upon his face. She was taken aback to see that there were also tear stains on his cheeks. Locking her eyes onto his she once again lifted her hands to his face, wiping away a few stray tears from his cheeks.

She bit down on her lip as she stared into Will's eyes and unsure of what he was thinking, a smile began to tug on her lips to get some kind of reaction from him.

One of Will's arms moved around her to support her more as his other moved to take one of her hands in his. Their fingers entwined and she leaned her forehead against their conjoined hands, a brighter smile taking over her lips.

"Now this looks familiar." His voice was light and his eyes seemed to dance with a humor she hadn't seen in a very long time. She breathed a laugh and squeezed his hand gently.

She managed to get a small glimpse of the smile on his lips before his forehead came down to rest gently on hers. Emma's eyes fluttered closed as she relished in the feeling and the closeness of Will as they brought their hands together to rest safely between their chests.

"Will..." She whispered, her voice still shaking from emotion.

"Hm?" His thumb brushed against the back of her hand lightly.

Letting out a slow breath she pulled away from him embrace and met his eyes. "I think we need to talk. Really talk."

Will stared into her wide eyes for a moment or two and then gave a curt nod. "I think you're right."

Emma reluctantly pulled fully out of Will's embrace, wiping at both of her eyes and sniffling quietly. She brought her hands to rest in front of her and smiled hesitantly at him, that shyness that usually accompanied her being in Will's presence making itself known.

"Uhm," Will rubbed the back of his neck, smiling nervously, "You want to come back to my place?"

Emma was unsure why her cheeks suddenly flushed as she nodded quietly murmuring, "Sure."

Emma followed Will back to his apartment and once they reached the apartment, Will offered her something to drink and allowed her to use his bathroom to freshen up.

They then both settled on the couch, both of them trying to ignore the memories of the last time they shared that couch together, and talked. It was a little slow going and awkward at first but before they knew it they were both spilling their guts. Will confessed everything that happened between him and Shelby, April and even Terri. Emma spoke about Carl and what she did and did not feel for him. There were many tears and even a few arguments where they both raised their voices, expressing their frustration about how they made each other feel within the last year.

Emma expressed her fear and her concern that she didn't know if she could trust him despite the fact that she still did have strong feelings for him. Will tried his best to reassure her that nothing else would happen with any other woman, he had long since learned his lesson in that area.

Their very long, emotional talk ended in a warm hug and a promise of friendship with the hope of something more in the not so distant future.

There was a brief awkwardness that followed and Emma was about to excuse herself and go home when Will butted in with a dinner invitation. Emma hesitated briefly before willing accepting.

They bantered a little bit about whether or not Emma should help him. Will insisted that she was his guest and he would not make his guest do any work. She insisted that she didn't mind and she would have nothing to do anyway. That, plus the pout she'd thrown at him had him give in much quicker than he would have liked.

There was another brief awkwardness as they worked in the kitchen together but they quickly warmed up to each other, smiling and laughing and pulling jokes as they prepared dinner.

Over dinner they talked about everything but their past and future including glee club, to which Emma lightly scolded him for letting it fall through the cracks the last few weeks, he apologized sheepishly for his weakness and promised that he'd be back running glee club with a new found energy. He tried to ask Emma about what had been going on in her life but she found it nearly impossible to talk about it without bringing up Carl and the last thing she wanted to was talk about Carl.

They bonded a little more over cleaning up the dishes and after that was when they finally bid goodnight. It was clear they were both emotionally and physically exhausted from the days events and needed to relax.

Will walked her down to the parking garage despite Emma's insisting that he didn't have to. Emma turned to Will right before she got in her car, leaned over to kiss his cheek but Will tiled his head meeting her lips instead.

It was short, sweet kiss and Emma knew she should have scolded him for it but she couldn't deny the fluttering in her heart at the feel and taste of his lips. She bit her lip shyly and bid him a goodnight before climbing into her car and driving home.

For the first time in months they both slept peacefully without a single tear being shed.


Will inhaled the fresh briskness of the early February air as he stepped out of his car the next morning. He smiled at the cloudless, blue sky and the bright yellow sun that finally seemed to match his mood.

With a little skip in his step he walked towards the school, starting to hum a happy tune under his breath.

Waiting for him in the lobby was Shannon Beiste who had made it a daily habit to make sure he showed up and that he was well enough to make it through the day. It was her shock to see Will, a smile on his face, clean shaven, his hair cut and back to its normal style and his posture upright.

"William?" She questioned, her voice laced with surprise as the younger man approached her. Will's grin brightened at seeing his friend and he took the football coach by the arms lightly and kissed her cheek enthusiastically leaving her blinking in shock.

"Hey Shannon, its a beautiful day today isn't?" He chuckled to himself and resumed his humming as he practically pranced down the hallway.

Shannon furrowed her brow, staring after him with her jaw dropped, she looked around inquisitively and then bustled through the hallway after him.

"Will!" She called after him and he came to a halt, turning his head over his shoulder, smiling at her in question as she neared him.

"What's going on with you?" She asked a bit skeptically. A frown formed on her face as she shot an exasperated look at him, one hand resting on her hip. "Are you high? What have you been smoking?"

"What?" His eyebrows shot up and then he laughed, slipping an arm around her shoulders as he encouraged them to continue their walk. "No, I'm not on anything Shannon. I'm just...happy." He beamed at her.

Shannon stopped them again scratching her head in confusion. "Yesterday you were beyond miserable, looking like you were thrown into a blender, now..." She motioned to his clean cut appearance. "What the hell happened? You meet someone?"

Will's face lit up and he gave a light, contented sigh. "I got reacquainted with someone that I hadn't really talked to in a long time. It was refreshing and wonderful and I feel confident in a possible future relationship."

Shannon's eyebrows shot up as she looked over her shoulder and then leaned in closer to Will. "That quick? Will, you couldn't have possibly gotten over Emma that quick."

Shannon didn't think it was possible for Will's smile to get any wider but she was proved wrong. He chuckled deeply, winking at her, "It is Emma." With a small skip and another laugh he continued down the hallway.

Shannon was left still scratching her head in confusion and then rolled her eyes, muttering something under her breath as she walked in the opposite direction.

Will waved to and greeted students and faculty he hadn't talked to in months. He ignored the strange looks he got from all of them, he knew his behavior had done a total 180 and it was only a matter of time before they all figured out why.

Suddenly he spotted the reason, walking casually down the hallway. It was the first time in a very, very long time that he didn't feel his heart breaking, or the rush of hot tears to his eyes at the sight of her beautiful red hair.

Biting down on his lip lightly he picked up his pace, sneaking up behind her, throwing an arm around her shoulder and pecking her cheek lightly. A small gasp passed her lips at the sudden motion but she relaxed into a smile when she saw Will there. Her cheeks flushed and the spot where his lips had touched burned. "Hi Will."

"How are you this glorious morning?" He threw his free hand up into the air as a grin spread across his face.

"Fine." She giggled, her heart swelling at how happy he was. She certainly missed this Will. "I take it you're doing well too."

"Oh, I'm great." He beamed.

"Good." A bright smile crossed her lips, her eyes twinkling in delight as she looked up at him. "I'm glad to hear that."

He suddenly moved so he was standing in front of her bringing her to a halt and shifting nervously on his feet. "Um...look, I've got to get to my first class but will I see you at lunch?" His face was lit up in childlike anticipation and she had to fight back a giggle.

"Yes, of course." She grinned up at him.

"Great!" He clapped his hands together in front of him and that time she actually did giggle in response. He winked as he whirled around, turning over his shoulder to wave to her as he called, "See you at lunch!"

"See you at lunch." She echoed in a whisper, feeling her heart pounding away in her chest and she brought her hand up to rest against the spot on her cheek that was still burning from his kiss.

How was it that that man always managed to make her swoon like a teenage girl? She tried desperately not to especially after all thats happened. She wanted to first and foremost build her friendship back up with him and then consider her more romantic feelings but when he'd flash that grin at her she couldn't help but fall.

She sighed quietly to herself and continued the rest of the way to her office.


When Emma reached the faculty lounge at the start of the lunch hour Will was already seated with Shannon at a table. Will was telling the football coach a detailed story about something that had happened in his second period spanish class while nibbling on a chocolate chip cookie.

Shannon was the first to notice Emma as she approached the table and she shifted her eyes in that direction. Will caught Shannon's distraction and followed her line of eyesight to where Emma stood and his face lit up brightly.

"Emma, hey!" He reached out, pulling out the chair next to him and motioning for her to have a seat. She smiled politely and slid carefully into the seat, staring to unpack her lunch. She had just unfolded her sandwich out of its aluminum wrapping when she noticed Will staring at her. She silently questioned him and he motioned to the sandwich.

"No crusts." He observed of the peanut butter and jelly sandwich.

"Oh." Her cheeks flushed as she placed her hands shyly on the table in front of her. "Yes, well, um..."

His hand reached across the table, his fingers brushing against hers as a means of saying she had nothing to explain. She smiled gratefully and he nodded curly, turning back to Shannon to finish his story.

After a little while Emma began to join in the conversation and they all shared some laughs as they took turns telling stories of crazy things students had done. When Shannon was in the middle of a story about how she had to break up a fight between two boys over a missed catch when Emma heard them.

The whispers.

She usually didn't pay attention much to the other conversations of the faculty of McKinley High, she usually got lost in her own thoughts, but she had heard hers and Will's name.

"I wonder how he is able to talk to her."

"I know I wouldn't be able to forgive her that easily, she put him in the hospital for Christ's sakes."

"If it were me I'd make her suffer for all she's done to him."

"She doesn't deserve his friendship."

"I know, I mean I'm glad he's happy again but it just seems wrong. She's going to break his heart again."

Emma tried to keep her breathing even, trying not to let on to the gossiping teachers that she was listening. She bowed her head, her hand shaking slightly and she caught Will's gaze out of the corner of her eye. He had heard them too.

She slowly shook her head seeing his eyes narrowing slightly. His eyes locked onto her sad, frightened ones and he bit his lip in contemplation before slowly standing up.

"Will." She whispered desperately, reaching over to grab onto his wrist, pleading with her eyes. He placed his hand over hers, gave it a light squeeze and then moved past her approaching the women's table.

Shannon gave Emma a confused look as Emma bit her lip lightly, watching the scene unfold anxiously.

"Excuse me ladies." Will started politely with a slight smile. The women all smiled and swooned in his presence, greeting him kindly.

"Do you mind if I sit here?" He motioned to the single empty seat at their table and all of their faces lit up as they nodded, telling him to take a seat.

He moved into the seat, relaxed for a moment and then leaned sideways, slinging his arm over the back of the chair and motioning over to Emma. "You see that woman over there?"

Their smiles dropped and a few rolled their eyes as their eyes fell on Emma. Will turned back to them his hand slamming down lightly onto the table as he looked at them with a stern expression. "She's my best friend and I really don't appreciate it when people talk about her behind her back."

Their eyes widened at his words and horror crossed their faces at being caught.

"The best part of friendship, no the best part of love is forgiveness and understanding..." Will continued passionately. "Yes she hurt me but I am more than willing to put that in our past and look to the future. I trust her not to break my heart again because I love her and more importantly because she is my friend." He stood up from his seat and leaned over the table making sure to lock eyes with every uncomfortable woman at the table. "I do not want to hear another single bad word spoken about Emma. I've forgiven her and that's all that should matter." His stern expression melted away into a clearly fake smile. "Have a nice day, ladies."

He backed away from the table, heading back towards his table where a shocked Emma and Shannon sat. He met Emma's tearful gaze and placing one hand on the back of her chair, leaned down so he was inches from her face. "What do you say we go someplace else, hm?"

Emma could only nod dumbly, her breath catching in her throat at how close he was. He smiled at her and circled around her chair, reaching to pack up his bagged lunch. "I'm sorry Shannon, we'll have to cut this short. I hope you understand."

"Yeah." Shannon muttered, still blinking in shock. "Of course."

He smiled at her gratefully and then turned to Emma, extending out his hand toward her. She slipped her hand into his and he gently pulled her to her feet, still holding lightly onto her hand as they walked out of the lounge together, ignoring the stares of everybody inside.

Will led Emma down to his office and upon seeing the tears that started to pool in her eyes pulled her into a hug once the door shut behind them.

"Emma," He breathed, wrapping one arm around her waist and the other tangled in her hair as he held her close, "Don't listen to them, Em."

Emma slipped her arms around him, burying her face into his chest. "They're right though, Will." She whimpered quietly.

"No, they're not." He insisted, combing his fingers through his hair.

"But-" She began to protest.

"No." He cut her off. "No buts. I told you last night Emma, it doesn't matter anymore. I've forgiven you, you've forgiven me, all that matters is how we feel about each other. They don't understand all that we've been through and they certainly don't understand how we feel about each other." He pulled away from her slightly, bringing his finger to rest under her chin to bring her eyes up to meet his.

"It was a mistake almost leaving you yesterday. Having you now, even just having your friendship, is more than wonderful." He slid his hand up to cup her cheek lightly, smiling as he gazed lovingly down into her eyes. "I need you in my life, Emma Pillsbury and just I'm just letting you know now, there is no way in hell I'm going to let you slide right through my fingers again."

Emma breathed out a laugh as a smile crossed her face. She sniffled quietly and leaned into his touch. "Well that's good then because I'm not letting you go either."

He smiled warmly and brought his forehead down to rest on hers lovingly. Emma sighed lightly bringing her arms up and around his neck. They remained like that for a good few minutes, both unwilling to leave the comforting embrace of the other but eventually they parted, Will dropping an adoring kiss to her forehead.

Will pulled an extra chair over behind his desk and cleared off his desk to allow them to eat clutter-free. They shared a warm smile as they unpacked their lunch and in that moment they knew they'd be okay.