A/N: I am going to do two versions of this alternate scene. One is going to be the clean version and one is going to be the 'M' rated version which is linked to the previous chapter. This chapter is going to be the clean version because as hot as an 'M' rated scene would be, I also think that this alternate scene deserves a cute, sweet innocent wemma moment.


What if: Emma found Will sleeping on the Mattress in 'Mattress'.


Emma waved at her students as they hurried out of the room, thankful to be done with their SAT prep for that night.

As soon as all the kids had left the room, Emma let out a breath and leaned against the desk. She loved working with the teenagers and helping them with what they needed to know to get a high score on the test that would help them get into a college of their choice, but it tired her most of the times.

Most nights she just wanted to go home, relax on the couch with a good book or turn on the news. It was only once a week though and she was willing to sacrifice her alone time for the good of the students. That was her job after all. To help and guide students where they needed to be.

With another sigh, Emma lifted herself off of the desk and began cleaning up the room. Most of the students who attended the SAT prep were driven and focused students, paying attention to her every word. Others were only there because their parents forced them to be and sat in the back, throwing paper balls and airplanes at each other.

Emma had to bite the inside of her cheek to refrain from yelling at them. In the beginning she tried some disciplinary actions but the rebel teenagers ignored her wishes and she couldn't send them down to Principal Figgins either. Emma did not like to get angry and it was a rare case indeed when she did raise her voice so she would not be using that technique on the misbehaving teenagers.

She gave them a little warning before each session and after a few weeks, they complied and were quieter while she gave her lesson. However, that did not stop them from making a mess on the back of the classroom.

Often each after session, Emma spent a half an hour cleaning up the classroom, throwing out paper balls and airplanes, spitballs, and scrubbing off graffiti that they had doodled on the desks. The janitorial staff was lacking and they would not waste their time cleaning up graffiti so Emma would and could not leave it uncleaned.

Then she would clean off the chalk board, not only with an eraser but with a sponge and then, if she used the white board, she'd thoroughly clean that too. She pushed in all of the chairs and reorganized the desk for the teacher using it the next morning.

After making sure that the classroom was spotless, she headed out of the room, eager to get home.

Her heels clicked against the halls, the sound echoing in the quiet, dimmed hallways. Emma always hated being in the school at night, it was eerily quiet and she often felt like she was in the middle of a horror movie.

Which is why she was always quick to rush out of the school and get to her car.

She made her way down the hallway leading towards the main entrance when she passed one of the side hallways and saw a glowing light from the dark hallway. She paused and looked down the hallway, recognizing the light as the light from the choir room.

Emma furrowed her brow and stared down the hall in wonder. She knew for a fact that the janitors always cleaned the choir room in the evening around six and she didn't think that they would leave the lights on

A loud thump startled her and her eyes widened, instantly knowing that there was someone in the room.

Emma didn't know what caused her to start walking down the dark hallway and towards the choir room. Her heart was pounding in her chest and her head kept screaming at her for to turn back but her curiosity got the best of her. She needed to know who would be in the choir room that late and she also wondered what they could have been doing.

She paused briefly right outside the door, rethinking her decision to continue any further, but then pushed her fear back and peered into the room.

A stack of mattresses were piled halfway to the ceiling in the middle of the room and Will's office door was opened and the light was on.

She licked her lips and stepped in quietly, taking a deep breathe as she approached the office.

Emma snuck a look in through the glass of the window and a small gasp passed her lips. Will was lying on a bare mattress, still in his work clothes and curled up, staring off blankly at the wall ahead of him.

Her heart fluttered, an immediate reaction upon seeing him, and stepped into the doorway of his office. "Will?"

Will lifted his head and she felt her heart sink at the sight of his tear stained cheeks. His eyes widened at seeing her and he sat up, "Emma."

"Will..." She stated softly, taking a few more steps in. "Are you alright?"

"Uh," He scoffed lightly, shrugging his shoulders, "Yeah, why wouldn't I be?"

"Well for one its nearly ten o'clock at night and it looks like you're sleeping on a Mattress in your office." She noticed that his face fell considerably and she continued hesitantly, "And it looks like you've been crying."

Will averted his gaze, staring down at the ground, fiddling with his fingers. "Can you come in and close the door?" His voice was weak and she didn't even have to question his request.

Emma nodded silently, closed the door, placed her bag down, and walked over towards Will. She stood next to him, gently placing a hand on his drooping shoulder.

Will wordlessly patted the empty space next to him and Emma's eyes widened at what he was implying but then lowered herself down to take a seat next to him.

Once she was seated she turned to Will in concern, "What happened Will?"

Will let out a long breath, his Adams apple bobbing as he swallowed hard, not daring to look her in the eyes. "Terri's not pregnant." He whispered brokenly.

Emma gasped, her hand flying to the side of her face in shock. "Oh gosh...Will, I'm so sorry. She lost the baby? Will, why are you..."

"No." He cut her off, his gaze hardening until he was practically glaring at the floor. "She never was pregnant. There never was a baby."

Emma slowly lowered her hand to her lap, her face twisting in confusion. "I don't understand."

"She faked her pregnancy Emma." He slowly turned to look at her, meeting her wide, shocked eyes. "She lied to me for months just...pretending..." His voice broke and he shook his head, turning his eyes away from her.

"Will..." She whispered, not knowing what to say. She reached out and placed a comforting hand on his back. His body was tense but relaxed slightly at her touch.

Will took a few deep breaths and turned his gaze from the floor to the wall, obviously trying to push back tears. "She was going to take Quinn Fabray's baby and pass it off as my own."

Another gasp escaped her lips and her free hand covered her mouth. She shook her head silently, willing herself to say anything to make him feel better.

Will's lips trembled, his face growing darker and sadder with each passing second. It broke Emma's heart to see Will in such a state and she wondered how on Earth Terri could have done something that cruel to a man who had shown her nothing but love.

"I just.." His voice was heavy with tears and a few rolled down his cheeks. Emma felt herself welling up at the sight but pushed them back fiercely. She would not cry.

Emma inched herself closer to Will until their sides were touching and wrapped her arm completely around his broad shoulders, rubbing his arm affectionately.

Will slowly turned to meet her eyes and in them were all the apologies that surely meant nothing to him, all the love that Terri had never showed him, all the concern she felt for him in that moment.

Emma's normally tough outer shell, the one that protected her from the germs out of the outside world, the one that prevented people from getting to close, melted away into her warm, welcoming heart, the side of her that only opened to the man currently breaking down in front of her.

Her normally tensed body was relaxed, her normally panicked eyes were calm and inviting, her normally hesitant touch was confident and comforting and offered solace to her best friend and unrequited love.

Will's lips trembled again, his hazel eyes glistening with tears and without warning he collapsed forward into Emma's arms. Emma blinked in surprise but as soon as Will's arms slipped around her waist, holding her tightly against him, she returned the gesture and wrapped her arms around him the best she could.

Will's face was buried in the crook of her neck and she could feel his hot tears burning her skin, his erratic breathing only cooling it slightly.

Emma continued to rub his back comfortingly, whispering sweet nothings into his ear, which at first only seemed to make it worse.

Whimpers escaped his lips every so often and Emma bit her lip hardly to keep herself from shedding a few tears of her own. She always hated when Will came into her office complaining about his marriage because she could tell how much it pained him and she hated seeing Will in pain.

She always thought that being the victim of unrequited love was the worst feeling in the world. She couldn't have been more wrong. The worst feeling the world was seeing the one you love in pain and not being able to do anything about it.

Emma trailed her fingers up his back, to his neck and ran her fingers through his curly hair. When she was a child, one of the only things that would calm her down was if her father took her into his lap and ran his fingers through her hair. She hoped it would do the same for Will.

She imagined countless times where she'd be able to run her fingers through his hair. She never pictured that the first time it would happen, she'd be comforting him while he cried in her arms.

His tears began soaking the collar of her cardigan and Will's constant sniffling should have bothered her but it didn't. She knew that Will's nose was probably running like crazy, the wetness on her skin and cardigan was probably not only from his tears, but she could not freak out at a time like this. Will needed her and she would sacrifice her own comfort to give Will his. Her traumatizing event happened over twenty years ago, his happened not even two hours ago. Her silly insecurities could be pushed aside for an emotionally distraught Will.

As Will's sobs intensified and his shoulders started to shake violently, Emma closed her eyes tightly and rested her head on top of his. She couldn't imagine what kind of pain he was in.

Not only had he learned his wife was lying to him for months about their family, but he had lost a daughter that he had gotten so attached to but never really had. It was a pain that only a parent could feel over losing a child, a pain that Emma had no experience in.

There should be some sort of law, Emma concluded. No one person should ever be put in so much pain. It would have been a different story if Terri had miscarried the child. Will would still be in a lot of pain over losing his daughter but at least there would have been a child to begin with. Terri purposefully lied to him, told him he was a father when he wasn't, planned on using a scared teenager to help her in her scheme to produce a child that wasn't really there.

Emma felt anger burn through her veins. She always got the feeling that Terri was a bit controlling, manipulative and selfish but she didn't realize that Terri could be so cruel. She didn't understand how she could even think of breaking a man like Will's heart.

Terri's actions, causing Will to be crying hysterically in her arms and sleeping on a Mattress in his work place, even furthered Emma's conclusion that Terri did not deserve her position as Will's wife.

Emma knew that she would never do anything to cause harm to Will. It made her queasy just to think about it. She'd be good to Will. She'd be good for Will.

She cursed herself for thinking that. It was an inappropriate time to mull over her feelings for him and besides she was getting married. There was no use thinking about something that would never happen.

It might have been hours that Will continued to cry in Emma's arms. She had lost track of time, drowning herself in her thoughts and the heart breaking sound of Will's own heart break.

Will finally calmed down, his shoulders stopped shaking, the tears stopped falling and the only sound coming from him was a hiccup every so often.

Emma continued to run her fingers through his hair as Will turned his head to rest sideways on her shoulder. His grip loosened slightly around her waist but he still clung to her helplessly like a little child.

And just like a mother would do to a child, she started to rock back and forth slowly, humming a nameless tune into his hair.

Will's breathing was back to normal and he let out a little sigh before snuggling into her shoulder.

She tried not to smile at the feeling but the corners of her lips tugged up anyway. Her fingertips played with the curls at the nape of his neck and Will's body relaxed. Looking down at him, she could see a hint of a smile tugging at his lips.

Emma's heart fluttered. Could she really relax him that much, make him feel so comfortable that at a time like this he could actually smile?

Her fingers slipped up his head, her fingernail gently brushing against his scalp and he hummed quietly, snuggling further into her.

She took that as a sign that he liked it and continued her actions.

With a sudden burst of courage she pressed a light but lingering kiss to his forehead. Will's eyes fluttered open and he turned his head to meet her eyes.

Her eyes widened for a second, worried that she had done the wrong thing but then his lips twitched in small smile.

He let out a breath and lifted himself off of her with a groan. His arms unweaved themselves from around her waist and lifted above his head in a stretch and then he rubbed his neck, his face contorting in discomfort.

Emma watched him quietly, moving as carefully as she could to place her legs under her, holding herself up by placing a hand down on the mattress.

Will puffed out his lips as he let out a long breath and rolled his head around his neck to waken up the stiff muscles.

After he was done he turned to Emma who was watching him warily, afraid to speak.

"Thank you." He whispered. He looked a little better than before but his handsome face was still dripping with sadness.

She smiled wordlessly and moved to place her hand over his. Will glanced down at their hands and before Emma got the chance to move her hand away, Will flipped his hand over and linked fingers with her.

They both looked up at each other and locked eyes. The air was heavy around them, not only with the warmth of the air in his office but from the sexual tension that followed them everywhere they went.

Will's eyes flickered downwards and his eyes widened slightly. "Oh God, Emma your shirt."

Emma blinked to clear her mind and glanced down at her shirt. She pulled it slightly away from her body to get a better look and saw that entire left side of her upper shirt was soaked through.

Will let go of her hand and moved onto his knees, wiping at his eyes and then looked around. "I think I might have some paper towels around her somewhere..." He moved to get up onto his feet but Emma reached out placing her hand on his knee.

"No, Will. That's okay. It's fine." She reassured him. It wasn't a lie either. It was fine. She didn't feel like germs were crawling over her skin, she didn't feel disgusted, for one in Emma's life she felt like a normal human being.

Will gave her a skeptical look and she smiled at him, nodding to reassure him once more. Still with an unsure look, Will slipped back onto his knees.

"Besides I have an extra pair of clothes in my office." She explained. "I always keep it around incase of an emergency."

Will nodded slightly but then his brow furrowed in confusion. He didn't have to say anything for her to know what he was going to ask.

"I could change at home yes, but I'm not going home."

Will's shook his head in confusion and she almost giggled at the sight.

"I know you don't want to go home tonight Will." She explained and his face fell again. "I don't think you want to be alone either. I'm going to stay with you tonight."

Will's face softened. "Emma..." He whispered shaking his head. "You don't have to do that.."

"I know." She smiled. "I want to."

"Emma...I..."

"Shh.." She cut him off quietly, shifting closer to him. "It's alright Will."

Will's eyes glistened with unshed tears and gratitude. He reached his hand out, grabbing Emma's and linking fingers with her again.

Emma inched closer until their bodies were touching and their hands rested together on Will's lap.

With her free hand, she cupped the side of his face, leaned in and bravely kissed the drying tear stains on his cheeks.

When she pulled away Will's awed eyes locked with hers and she gave him a small smile. His eyes fluttered closed and he rested his forehead against hers, slipping one arm around her waist.

Without moving from their intimate embrace, they lowered themselves onto the mattress, cuddling even closer now that they were lying down.

Their joined hands rested between them, Will's other arm thrown lightly over Emma's waist.

Will nuzzled Emma's nose with his own and Emma's stomach erupted in thousands of butterflies. Emma squeezed his hand lightly and pressed a gentle kiss to his jawline.

"I don't know what I'd do without you Emma." He whispered, his breath tickling her mouth.

Emma's breath caught in her chest. "I think you'd find a way to survive." She whispered breathlessly.

He titled his head back to lock onto her eyes. "No, I wouldn't." His serious tone sent her heart into flutters.

"You've been there for me more times than I can even count and you have no idea how grateful I am. How much you mean to me." He gave her hand a squeeze and tightened his grip around her waist. "You're my best friend Emma but you're also so much more." He licked his lips as Emma's eyes widened. "When I came here tonight, I was furious. I was angry and upset and I felt like I just wanted to...take my rage out on something, anything. Then you walked in and you calmed the raging fire in me. I was still upset and heart broken but I no longer felt like I wanted to destroy something. You let me in Emma, you let me break down and cry. You were there for me once again and I can't even begin to explain how much that meant to me. The last thing that I expected tonight was to feel as calm and as peaceful as I do now and that is all thanks to you Emma. You are the only good thing in my life right now. You are the only thing that is keeping me sane."

Emma stopped breathing for about thirty seconds. Her wide eyes continued to stare at him, hardly believing the the words that were coming out of his mouth.

Will shifted his body slightly so he could press his lips to her forehead in a meaningful kiss.

The breath she was holding escaped through her slightly parted lips and her eyes fluttered closed at the feeling of his lips against her skin.

His forehead replaced his lips as Emma's free hand found its way to rest on his chest. Will tightened his grip around her, pulling her just a little bit closer.

"Goodnight Will..." She whispered.

With another soft kiss to the top of her head Will whispered back, "Goodnight Em."


There's the sweet, innocent chapter for you. I hope you liked it!

Next chapter: Smut!

Review please!