A/N: Heyo, I wasn't too sure about this but a fan of mine really wanted me to write it and I didn't want to disappoint haha.

This is going to be pretty much the same as chapter 13 just with a slightly more "hot" ending. So yes that means:

SMUT ALERT!


"Will!"

Will turned around and his frustrated face quickly melted into a smile and started walking towards her.

Emma closed her eyes briefly and then pushed herself forward until she was standing a foot away from him. She could feel his eyes staring at her, burning through to her heart but she refused to meet his eyes. "I wanted you to um, to hear this from me."

Out of the corners of her vision she could see that Will's face fell considerable. She bravely glanced up at him and he nodded for her to continue. She took a deep breathe, "You know Ken um, asked me to marry him..." Her chest clenched painfully at the look on his face. "I said yes." She blurted out.

Will avoided her gaze for a moment, his face washing over with emotion. "That's..." He trailed off for only a few seconds but the pause felt like it would never end. "That's great." He tried to sound enthusiastic but his voice was dead.

Emma felt her heart break into tiny little pieces. 'That's great?' is that all he could say? Emma shook her head slowly then turned it into a nod for Will's sake. What more could he say? There was nothing for him to say. He was married himself, why did she dare hope for anything from him other than to wish her well in her new life?

Before Emma completely broke down in front of him, she turned around without another word and started to walk down the hall. She wanted to run but her feet wouldn't move any faster than a slow walk. She could feel her cheeks burning in embarrassment and tears pricking angrily at her eyes.

She knew that Will was still standing where she had left him, she could feel his presence in the room. For once in her life, Emma wanted Will to go away. She wished he would just disappear so she could be saved from her heart break. It wasn't fair that he had such a spell upon her.

She started to switch her thoughts away from Will and back to planning to clean her apartment from top to bottom when she heard her name echo throughout the hall.

At first she thought she thought she had imagined it. There were many times she had dreamed about Will calling her name and confessing his feelings. She paused, waiting for a sign of confirmation that it was real.

She heard footsteps quickly approaching her and she whirled around wide eyed. Will was jogging towards her, his bag discarded on the floor down the hall.

Emma didn't know what to do, she didn't know what to say, this was truly something out of her dreams. She blinked back tears not being able to move any other part of her body.

Will caught up to her, paused to stand in front of her and locked eyes with her. "You can't marry Ken." The serious, desperate tone to his voice sent her heart fluttering.

Her brow furrowed in confusion. "Why not?" She whispered, her voice thick with emotion.

Will looked taken aback and he opened his mouth slightly, then it snapped closed and a wave of all different emotions crossed his face. He shifted on his feet and looked at her hesitantly, "I...do you love him Emma?"

Emma felt her heart sink and she bit her lip lightly to keep from crying. She shrugged slightly, "Ken is a good man." She bit out slowly, trying to look anywhere but his face.

Will sighed heavily. "I know that Emma, but do you love him?"

Emma lifted her eyes to meet Will's and she remained silent, not knowing how to answer that. No, she did know how to answer that. The answer was no. A thousand times no. She did not love Ken. But she'd never admit that to Will.

Will shook his head, reading right through her. "You shouldn't marry someone you don't love Emma. I don't want you to be stuck in a loveless marriage like m..." He cut himself off sharply, biting down hard on his bottom lip and a flicker of pain flashed through his eyes.

Emma's mouth fell open in silent shock. Was he really about to say what she thought he was about to say? Was Will just about to say he was caught in a loveless marriage? A flicker of hope arose in Emma's heart and her eyes questioned him.

Will looked like he was struggling with his thoughts as he continued to bite down hard on his lip. He shook his head slowly and sighed, finally releasing his lip from its dental hold.

"I just don't want you to be unhappy, Emma." He finally spoke, his voice soft.

The flicker of hope had just been extinguished with a pail of water. Emma visibly slumped and she shook her head, averting her gaze from him. "I'll be fine Will." She whispered with a hint of bitterness in her voice. "You don't have to worry about me."

Without another glance at him she started to turn away but Will stopped her with a touch to the arm. Emma closed her eyes tightly and with a deep breathe, turned back to Will. "Will," her voice shook as she spoke his name, turning her eyes up to meet his, "I'm going to marry Ken." She nodded with fake confidence and then she added, "Unless you can come up with a real reason why I shouldn't."

She pulled away from his touch, ignoring the crestfallen look on his face and started to walk down the hall and away from him. She walked slowly, waiting, hoping that he'd say something to convince her not to marry Ken. The journey down the hallway seemed torturously slow. She was more than halfway down the hallway when the call finally came.

"I love you."

Emma halted to a stop so quickly she nearly lost her balance. Her heart took off like a rocket, tears flooded her round, brown eyes and she slowly turned around to face him.

"What?" She whispered so low she didn't think Will had even heard it. Will started to walk towards her slowly but then he picked up his pace so he could reach her faster.

The look in his eyes as they locked onto hers proved that what she had heard was totally and one hundred percent real.

"I love you." He repeated and her heart swelled in her chest. "That's why you can't marry Ken."

"Will." His name barely escaped her lips. She was so shocked that she could barely move yet her whole body was shaking.

Will lifted his hand and took a piece of her flipped bangs in between his fingers and brushed it back slowly. Heat flooded through Emma's body as Will's fingertips brushed against her scalp.

Then his palm came to rest on her cheek and the warmth from his hand burned her skin and took her breathe away. Will's other hand found her opposite cheek and Emma felt like she had just been lit to flames.

Will's hands tilted her face upwards and she willingly complied with his actions. Her eyes fluttered, blinking away the moisture that was threatening to fall.

A small gasp passed Emma's lip as Will's face started to descend towards hers. Her eyes remained glued to him until the last moment. His lips softly brushed against hers and Emma immediately melted under his touch. The kiss was barely anything at all, just a quick brush against the lips and Emma felt a strange sense of loss when it was over. She whined quietly and gripped his arms lightly. Seconds later Will's lips were on hers again, this time just a little more forcefully.

Her arms fell limp at her sides and her mind reeled at the kiss. She always thought that when people said they saw stars or heard fireworks when they kissed somebody they were completely over exaggerating. She had kissed men before and the only thing that came out of it was her wanting to brush her teeth for ten minutes.

With Will, she felt everything. There were fireworks, there were bells, her mind was a jumble of bright colors exploding everywhere, her body had lit to flames starting at the lips.

What seemed like only mere milliseconds later, Will broke the kiss. Emma felt the warmth leave her body but her mind was still spinning. Finally her eyes fluttered open and she was met with the gorgeous hazel eyes of Will Schuester.

Will's hands drifted off of her cheeks and Emma immediately missed the contact. However, without Will touching her she was snapped harshly back into reality.

"Will." She whispered and backed up a few steps. Will's brow furrowed in confusion and he held out a hand towards her. She shook her head slowly, her eyes never leaving him.

"You're married Will." She whimpered and Will's face fell considerably. "You're having a baby." Her voice cracked and Will's hand fell to his side. "We can't.." She shook her head, turning her gaze to the floor, letting a single tear fall and hit the tile.

"Emma..." His tone was unlike anything Emma ever heard from him. She covered her mouth with her hand and turned away from him, stifling a whimper.

"Don't marry Ken." His soft voice pleaded with her.

Emma whirled around to face him hysterically. "What do you me to do Will?" She cried, tears cascading down her cheeks and he winced at her sharp tone. "You're married, you're going to have a family! You can't...we can't..." She shook her head and rolled her eyes towards the ceiling pushing back tears. "I don't want to be alone for the rest of my life." She continued in a quieter tone.

"You don't have to be." He spoke passionately.

"If I don't marry Ken, I will." She told him with a fierce nod. Her lips trembled as she took a few deep breaths. "The only person that I will ever truly love is you." She admitted and a look of shock crossed Will's face. "I'll never love Ken, that's true, but he'll be good to me. He'll be a good husband and that's all I could ask for because what I really want is never going to happen." Her words came out in squeaks as she started crying more fiercely.

Through her tears Emma could see the pain and longing on Will's face and knew that his expression mirrored her own.

She had waited for so long to hear those words out of Will's mouth. He had finally said them, he had finally told her that he loved her, that he felt the same way that she did...and she couldn't do anything about it. She absolutely refused to be the other woman, knowing it would hurt ten times worse then not having Will at all. It might be selfish but Emma wanted Will all to herself...she didn't want to be on the sidelines, sitting around at home while Will went home to his wife and daughter. She would not be that woman.

Through all the pain she still came to realize that she was relieved to know that Will did feel the same way. At least then she wouldn't be so alone. They'd pine for each other secretly but that was all it could be.

"Maybe it can." Will mused thoughtfully and Emma shook her head in confusion. Will lifted his gaze to meet her eyes and Emma gasped at the look she found there.

It was not something she was used to seeing in Will but she had seen the same look in many teenage boys that had come into her office. It was a look of deep desire and lust and also something else that she didn't see in the teenagers eyes: love.

Will bounded towards her, grabbed her from around the waist and crushed her body against his. A silent gasp passed her lips as Will's lips came down onto hers with a passion that could hardly be described.

Emma froze under his touch and then slowly her hands slid up to rest on her chest. The logical part of her brain was screaming at her to push him away but her heart overpowered her mind for once and she surrendered to the kiss.

Will tightened his grip on her hips and she could feel the heat from his palms burning through her thin clothing. Will groaned against her lips quietly as her arms slipped around his neck, pressing her lips harder against his.

Will pushed her up against the wall and Emma grunted as her back collided with the wall. She briefly broke the kiss and bit her lip as she glanced up at him unsurely.

The smirk on his face was mischievous and if it was any other man she would have been petrified but the gentleness and love in Will's eyes cured all her fears.

Surprising them both, it was Emma who initiated another kiss and it took a moment for Will to respond but soon his lips were eagerly moving against hers.

Emma's heart rate spiked and a surge of panic rushed through her when she felt Will's tongue trying to poke its way through her lips. She gripped onto his shoulders tightly and resisted against him for a few seconds then a sigh of pleasure escaped her as she surrendered and let his tongue slip into her mouth.

She let Will explore her mouth for a little while before she bravely started to move her mouth in time with his. A low moan escaped the back of Will's throat and he hungrily deepened their already passionate kiss.

Her body jolted when she felt Will's calloused fingers slip under shirt and caress the soft skin of her sides. She didn't know what the feeling was that started to flutter in her stomach but frighteningly, she liked it.

Her grip tightened around his neck and his lips left hers briefly to catch his breath and he started to press feather light kisses on her jaw line and to the dip of her neck. She let out a chocking gasp as she tilted her head back slightly, adoring the feel of his lips upon her skin.

One of Will's hands rested on the bare skin of the small of her back while the other continued to caress the skin on her stomach. Emma gripped onto the back of his shirt when and gasped when his hand came dangerously close to her chest.

Her breath caught in her chest and she gently tore her self away from Will's lips. At the loss of contact, Will furrowed his brow and blinked in confusion then lifted his head to meet Emma's eyes.

Emma bit her lip shyly and prayed that Will would see the message in her eyes that she was too afraid to speak aloud. Will smiled warmly and nodded in understanding. His hands slid out from under her shirt and he slipped one of his hands into hers, intwining their fingers together.

He gave her a gentle tug and with a slight stumble, due to her very weak and wobbly legs, she started to follow Will down the hallway.

Emma's mind was a blur and at first she could not pinpoint where they were going, all she saw was the same scenery of rows of lockers after rows of lockers. Then they reached the familiar hall of the foreign language wing and Will began to pick up his pace.

Once they reached Will's spanish room, Will let go of Emma's hand and fished into his pocket, searching desperately for the keys.

He pulled the keys out of his pocket and growled at the various keys on the key ring. In his flustered state he couldn't remember which one was the key to his classroom. With shaky hands he pushed the right key into the lock and swung the door open, sending it crashing into the inside wall.

Emma's eyes widened at his forcefulness and Will whirled around to face her, his eyes lit in a lustful fire. Emma felt her breath leave her chest at the sight and she stumbled once again as Will pulled her into the classroom.

He kicked the door closed with his foot as he brought their bodies together again. Still not used to forceful Will, Emma froze in shock when his lips met hers in an intense kiss. The shock soon gave way to pleasure and Emma melted in his arms, eagerly responding to his kiss.

Will started to move forwards, pushing Emma backwards and led them towards his desk. With one hand securely around Emma, he used his free hand to knock the various papers and trinkets off of his desk. He then brought both of his hands to Emma's hips and easily lifted her up to sit on the edge of the desk.

Emma squeaked when she felt her feet leave the ground and gripped onto Will's arms for support. Will stood a few inches away from the edge of the desk and he leaned over slightly to keep his lips locked with Emma's in their deep kiss.

One of Emma's legs hitched around Will's and pulled him closer. He lost his balance for a second and let go of her hips to lean against the desk to catch himself before he fell on top of her. That forced him to break their intense lip lock and Emma moaned quietly at the loss. Will lifted his head and Emma's heart nearly stopped beating as their eyes connected. They stared at each other for quite a long moment as if neither could believe they were actually doing this.

A doubtful worry than passed through Will's hazel eyes and his brow furrowed out of sheer concern for the woman in front of him. Emma's eyes were anxious but she slowly shook her head to reassure him. Her hand came up to rest on the side of his face and she softly kissed his lips. When she pulled away mere seconds later their eyes reconnected and although she was scared, there was a certainty in her eyes that washed all of Will's doubts away.

His lips came crashing down onto hers and his hands found their way to her hips again. As Will's kisses only continued to grow more passionate, Emma gripped onto the desk and could feel her nails chipping the wood.

She gasped, allowing Will's tongue to slip into her mouth, when Will's hands slid up her shirt. She shuddered against his scolding hot touch and tightened her legs around the back of his knees.

Will growled lightly into her mouth as his body shook and he gripped onto her tighter. His hands continued to travel upwards, warming her entire body to the core and that feeling that she liked so much only continued to intensify.

Emma shivered when her bare skin came into contact with the air as Will's hand continued to push her cardigan up her body. Will's thumbs brushed over the cups of her bra and her body jolted. With no signs of other resistance, Will continued upwards and he softly caressed the skin near the tops of her breasts. Emma shuddered against him but a small noise of satisfaction escaped her throat and she continued to melt into him.

At her positive reaction, Will reacted on a whim and broke their kiss to slip Emma's cardigan over her head and tossed it to the desk chair. Emma's eyes widened at the action and she subconsciously looked down at her partially exposed chest and then flushing red, shyly glanced back up at Will.

Will's eyes had grown considerably darker but the awed smile on his face sent her heart into flutters. Will lifted his eyes to meet hers and he gently moved forward to catch her lips in a sweeter kiss. "You're beautiful." He whispered against her lips.

Emma didn't have the will or the breath to try to correct him. Her eyes fluttered closed when Will's lips started to trail down her neck and down towards her chest.

Her breath caught in her chest when his lips brushed, very lightly, against the tops of her breasts. She gripped onto his shoulders and whispered his name breathlessly.

Will grunted in response and one of his hands found its way to her back to unclasp her bra. With his other hand, he slowly took the garment off and tossed it to the chair where her cardigan rested.

"So beautiful." He whispered again before his lips found hers again and his hands moved from her back to her chest.

Emma inhaled sharply and her back arched, pressing her chest into his hands. Only when Emma grabbed onto his shirt for support did Will realize that he was still fully clothed.

He let go of Emma and in one quick motion, pulled off his cardigan and tossed it onto the nearest table. He then quickly undid the buttons on his dress shirt, leaving him in his white undershirt.

Through the tight, white undershirt, Emma could see the outline of his muscles and for the millionth time that day, she stopped breathing. Emma tentatively reached out and fingered the tails of the shirt. She began to slide her small hands up under his shirt and her heart leapt at the muscles she felt rippling under her touch.

She pushed the shirt up as her hands continued to travel upwards and was amazed to find not an inch of flab on his torso. As her hands approached the base of his neck, Will stepped in to help her and slipped the shirt completely over his head.

Emma let out a slow breath at the sight of his broad chest and his trim middle. She had seen shirtless men before, during the summer some of the men who worked outside would work with no shirts on, or if she watched a romantic movie there would often times be a scene where the male lead was shirtless. But as far as Emma was concerned, Will's body blew them all out of the water.

Her fingers caressed every inch of his exposed chest and his breathing started to pick up slightly. One of her hands came to rest over his heart and she could feel that his heart was pounding just as fast hers.

Swallowing the lump in her throat, Emma's hand began to travel downward again and Will's body shuddered when her fingers trailed over the sensitive skin of his stomach.

She paused just above his pant line and her eyes focused on the bulge in the front of his jeans. She flattened her palm against the hot skin of his lower abdomen and the tip of her thumb just barely slipped under the line of his jeans.

Will let out a breathy groan and his lips were suddenly on hers again and they eagerly demanded attention from hers. Emma was happy to give in to his demands and as the kiss drew on, and as Will's hands wandered, and Will's muscles contracted under her hand, Emma felt a fire in her lower body that had her aching for more.

Emma traced the outline of his jeans and then moved her hands to his hips and then slid her hands over his jeanclad thighs. Will shuddered beneath her and another growl escaped his lips. His hands that were formerly on her breasts, moved downward quickly to finger the line of her skirt.

Will's fingers slipped beneath her skirt and brushed against her upper thigh and she let out a strangled cry. She bit down on her lip as she lifted her her body towards Will. She hopped off the desk and Will hooked his thumbs under her shirt and pulled it all the way down to her ankles. As he went down, Emma watched in amazement as his back muscles rippled with every move he made. At seeing her that her shoes were still on her feet, Will quickly moved to slip them off of her feet and then pulled the skirt off, pushing them off to the side.

Still kneeling at her feet, Will looked up to her and the sight of her nearly naked form at that angle had him growling in pleasure. He leapt to his feet and attacked her lips, jawline and neck with kisses causing her to writhe against him.

As he showered her with kisses, he started to undo his own jeans and kicked them off leaving the two of them only in their underwear.

Will's bare thigh brushed against hers as he tried to bring them closer together and the fire inside Emma grew with another large burst of flames. Emma could feel every inch of him pressed against her, every single inch, and it nearly sent her heart into overdrive. Despite the fact that his affection for her was guarded by his boxers, the material was very thin and Will was feeling extremely affectionate at that point in time.

She was so wrapped up in the feeling of Will that she failed to notice the tears spilling out of her eyes. It didn't go unnoticed by Will though, who broke their kiss and gazed down at her in concern.

Emma whimpered at loss and her eyes fluttered open. It was then that she noticed how blurry her vision was and how wet her cheeks were from the tears. She brought one hand to wipe at her eyes and glanced down at her now tear stained hand as if she couldn't believe that she was crying.

"Oh Emma..." Will whispered and gently took her hand, kissing away the salty liquid from her hand. Emma watched him with wide and curious eyes, her breathing still erratic. His eyes shifted to meet hers and the hazel orbs had warmed slightly, although the deep desire was still there right under the surface.

"We can stop now Emma." He whispered and Emma's eyes widened further and she shook her head.

"No, Will...no."

He pushed a strand of her hair behind her ear and gazed down at her lovingly. "I don't want to upset you Em."

She shook her head again. "No Will. I-I-I want to do this..." She nodded with a hard swallow. "We've come this far." She whispered, locking onto his eyes. "We can't turn back now."

Will studied her facial expression for a few moments for any sign of doubt or fear. When he found none he gave a curt nod and held up one finger.

He crossed to the other side of the desk and Emma's body whirled around to follow his actions. Her brow furrowed in confusion as to what he was doing and her body shivered in response to the lack of heat.

He opened the small closet he had in the corner of the room and pulled out a few jackets and coats he had stored in there and forgot to take home.

Emma watched him in wonder as he pushed aside some tables and then laid the coats down on the floor. Emma's eyes widened in realization and her breath caught in her chest. After Will had laid down the last jacket, he turned to her and outstretched his hand.

Emma swallowed and slowly came around the desk, slipping her hand into his. Will gently pulled her down to his level and for a moment the two sat, kneeling in front of the other, just staring.

Then Will inched closer to her, lifted his hand to rest on the side of her face and gently leaned forward to capture her lips in a kiss.

Emma responded almost instantaneously and with his other free arm supporting himself up, they slowly lowered themselves down until Emma was resting flat on her back.

Will shifted his body so his legs were straddling her waist and Emma shook slightly at the feeling of his full arousal pressing hard against her stomach.

They kissed slowly, gently and deeply until the desire for each other over powered their every thought.

Will lifted his hips and pulled off his confines and then reaching for Emma's. Where he was quick and eager to get his own off, he was gentle and slow to pull them off of Emma. He was pretty sure that she had never done anything like this before and although they had gotten that far without Emma freaking out, he didn't want to do a single move that might push her over the edge.

He kept his eyes locked onto hers as he slid her panties down her legs and Emma helped towards the end by bending her knees so they could easily slip around her ankles.

Will's hands travelled up her legs and caressed the skin of her inner thigh and Emma let out a shuddering breath, her hips bucking forward as his hands drew nearer to her core.

His thumb gently brushed against her most sensitive area and she let out a pleasured cry, biting down on her lip hard to suppress the sound. Will smirked up at her and leaned down to press a soft kiss right below her naval and she let out a shuddering breath as his fingers worked skillfully to bring her pleasure.

Emma continued to write under him, her pleasured breathy moans, nearly sending him over the edge. His hands left her and cemented themselves to the ground to support his body weight and he moved so his waist hovered over hers.

Will skillfully lowered his upper body so he could kiss her softly and Emma whimpered quietly against his lips.

His eyes opened for a brief second just to confirm with her that she was ready. Emma nodded slightly and she gripped onto Will's large biceps, her body starting to shake under him.

Will pressed another gentle kiss to her lips, whispering words to calm her as he took his place at her entrance. Emma closed her eyes tightly and sucked in a breath to prepare herself.

A gasp passed her lips when Will entered her slowly and despite her desperate attempts to stop it, her body kept shaking against him. Will pressed soft and gentle kisses along her lips and face as he paused inside of her to let her adjust.

A few tears escaped Emma's tightly closed eyes and her chest rose and fell sharply with each passing breath. Will lightly kissed away her tears and whispered words of affection near her ear.

It seemed to take forever for Emma to adjust to his size and they laid there, their bodies pressed together, slick with sweat and their chests rising and falling in sync.

Will shifted his body weight only slightly and Emma's eyes snapped open. Will held his breath, waiting for her meltdown, waiting for her to burst into tears. Emma's eyes met his and Will felt his heart flutter at the look of pure seduction on her face. He had never seen a sexier look in his life.

Emma lifted her head and attached her lips to Will's and thrust her hips up. Will groaned into her mouth and replied with a thrust of his own.

Each thrust was met with a kiss and a pleasured moan or cry. Their bodies moved together in a specific rhythm that was gentle and caring and strictly their own.

Will's hands found her chest and Emma cried out, her hips bucking against him when his thumbs brushed against her nipples. Will growled from the back of his throat and his pace picked up slightly.

The feeling of pleasure that bubbled upside of Emma was completely indescribable and she struggled to keep her thoughts tied to Earth. Eventually, she just gave in to the pleasure and her body shook when it exploded from inside of her. Will thrust into her a few more times before his own release hit and he cried out in pleasure, his body convulsing as his arms gave way and he collapsed gently onto her.

Will rested his head on her chest and he closed his eyes as they both tried to catch their breath. Emma wrapped her arms around Will and buried her face into his damp curls.

Fleetingly, a thought of what had just happened occurred in Emma's brain but she pushed the thought back violently. With Will laying on top of her, and them being still connected in the most intimate way, the last thing she wanted to do was think about the real world where all of this would just disappear.