A/N: This was a recent request and I jumped at the opportunity to do it.

This is what SHOULD have happened after Sue pulled the fire alarm after 'Toxic'.


I think I'm ready.

I think I'm ready now.

Will spun into a crouch, one hand resting on the ground to hold himself up while the other held his hat high above his head, as the song came to an end.

He heard a shrill sound surround him suddenly but only thought it was the ringing in his ears from the blood coursing rapidly through his body.

That was until the screams of hundreds of kids filled the air only seconds later. He lifted his head, looking around the room in confusion and horror as hundreds of students stumbled and raced off the bleachers, charging across the gym like a heard of elephants.

He looked behind him and saw that his glee kids seemed just as confused as he was but they made no move to panic like the rest of the student body. He subtly sniffed the air looking for any sign of smoke and upon finding none, looked around the room to find who had pulled the fire alarm.

Amongst the crowd of panicking students he saw Sue and her blue track suit standing up against the wall next to the fire alarm, a smug look on her face. He glowered at her from across the room and stood up to head over in that direction when a flash of red and purple caught his eye.

Emma was still seated on the bleachers, her arms covering her face to shield herself from the mob of panicked students running and shoving past her in every which way. His eyes widened and he leaped off of the makeshift stage, landing on the ground with a thud and took off towards Emma.

He pushed through the fleeing students, even bumping one or two of them out of the way. Some of the kids had started form a circle around Emma, lost on which way to go and through the students he could see that Emma was starting to panic.

He almost violently tore the kids away from Emma and pushed them in the direction towards the exit.

"Emma!" He extended his hand out to her and her panicked and wide eyes snapped up.

"Will." She whimpered quietly and he could barely hear it through the screaming of the children and the blaring of the fire alarm.

"Take my hand!" He called to her over the noise and shook his hand towards her. Emma glanced down at his hand and without a second thought slipped her small, shaking hand into his larger secure one.

He gently tugged her to her feet and she let out a small yelp as she was suddenly yanked out of her sitting position.

Will led her over the back of the bleachers, down the side and out into the hallway. He was pretty sure there was no fire, in fact he was positive the fire alarm was all of Sue's doing, but seeing Emma's panicked and slightly flushed face he continued to lead her outside.

He observed his surroundings and strayed away from where most of the teenagers were congregated and chattering loudly. He pulled her around a corner to a secluded part of the building where no one else was present.

His hand began to loosen its grip on hers but she gripped onto his hand tighter and even pulled him a fraction of an inch closer to her. She shook her head slowly, avoiding his gaze, as her chest rose and fell heavily.

"Emma." He brought his free hand to rest on her upper arm lightly. "Emma, breathe." He instructed.

Emma's breaths continued to leave her mouth in short and quick puffs and her body was shaking heavily.

Will continued to instruct her calmly and soothingly but his tries were in vain. Emma continued to shake, her eyes focused intently on the ground below her.

Only when a few tears cascaded down her cheeks did Will throw all caution to the wind and take Emma into his arms. Emma froze for a second as her body collided with Will's but then her shaking continued as she closed her eyes, burying her face into Will's chest.

Will's arms wrapped around her in a protective embrace and he buried his face in her hair, daringly placing soft kisses to the top of her head.

"It's alright." He whispered against her hair, rubbing her back soothingly. "You're alright now Emma, you're safe."

Emma whimpered quietly as she turned her face completely into Will's chest to muffle her sob.

Her body shook for a minute or two more as Will rocked them slowly back and forth, continuing to whisper comforting words to try to calm her down. Slowly the shaking began to stop and her breathing returned to normal as she relaxed into Will's arms.

Her tense body melted into Will's warm embrace and her formerly panicked face fell in contentment as she subconsciously snuggled further into his comforting hold.

Although it was still September and the weather was usually warm enough to walk outside without a jacket on that day was particularly chilly. A cold breeze drifted past them and Emma shivered in his arms, pressing herself even further against him to soak in his body heat.

Will was unable to hide a smile at her actions even if they hadn't meant what he had hoped, he was perfectly content to hold Emma in his arms in any way that he could.

Emma listened to the sound of Will's quickened heart beat and felt all her fears wash away. Just minutes ago she felt trapped in a sea of students unable to move from her panicked prison. Now she was trapped somewhere else but she felt safe and protected, she felt like nothing could get to her as long as Will's arms were there to hold her.

Not a single thought ran through her head about anything other than Will and his warm, secure embrace. No thoughts about germs, condensed spaces, or even Carl. Just Will and how he made her feel.

A peaceful smile spread across her lips as she sighed contentedly into Will's chest. Will's hand started to travel upwards on her back and his fingers started to play with the ends of her fiery red curls. If anyone else, even Carl, had touched her hair she would have pulled away from them immediately but there was something about Will that no matter how he touched her she'd pretty much always feel comfortable with it.

She felt in such a state of relaxation and comfort that her mind didn't seem to register their relationship status. She titled her head upwards slightly and her lips found the soft, warm skin of his neck and she left a soft kiss there.

Will's body tensed beneath her yet still she made no connection as to what she just did. Her lips lingered against his skin for a moment or two before she brought her head back down to his chest, listening to his pounding heart.

As Will held her against him, as he felt her lips against his skin, he realized that it was the best feeling in the world and it was going to hurt like hell when she finally realized that she wasn't supposed to be acting that way around him.

He wished he could stay like that forever, just holding her, and leave the world behind. Where there was no Terri, no Shelby, no April, no Carl, no Sue, nobody that would ever keep them apart.

He tightened his hold on her just slightly afraid that she'd suddenly disappear. His own body shook slightly at the thought of losing her again, at knowing that she was not his but Carl's and while she was in his arms now she'd soon be in Carl's and his arms held no right to hold her.

He hoped Emma didn't feel his shaking and so far she seemed oblivious. He buried his nose in her hair and inhaled the scent of her shampoo, imprinting the scent into his brain for it might have been a very long time before he got to smell it again.

Just like he suspected, Emma remained totally oblivious to the slight shaking in his form and remained content in his arms. Her eyes fluttered open and she stared at the slightly see through material of his white button down shirt and brought her hand up to rest on his chest. Her fingers traced the outline of his undershirt and her heart pounded wildly at the feeling of his taught muscles under her fingertips.

When Will shuddered beneath her, that time because of her touch, she actually felt it that time. She blinked as realization slowly started to dawn on her and just as she realized where exactly she was and who she was with, the PA system attached to the roof sputtered with static.

"Attention students and faculty," Figgins' monotone voice droned through the speakers and Emma froze in Will's arms. "There is no cause for alarm, the fire alarm was pulled accidentally, there is no fire, please return to the building immediately. Thank you."

Emma pulled away from Will's embrace, looking up at him with wide eyes. Will's face fell and his saddened eyes locked onto hers.

Emma swallowed and placed her hand over her wildly beating heart and took a few steps away from Will, suddenly missing being in his arms.

"We should go inside." Emma whispered, her eyes remaining locked on his.

Will nodded in agreement, words failing him at the moment and side by side they slowly made their way towards the doors.

Will felt his heart breaking as he walked beside Emma and although he knew this was coming it didn't make it any less painful. Later that day she'd probably be in Carl's arms and Will would only be left with the memory.

Emma reached the door first but Will jumped quickly, reaching in front of her and pulling the door open. Emma turned to face him and her breath caught in her chest at how close their faces were. The only visible part of Will were his eyes and their noses were only millimeters apart.

Emma's tongue darted out to lick her incredibly dry lips and she shivered upon feeling Will's breath against her mouth. Her heart jolted when Will's eyes started to flutter closed and she whipped her head foreword nearly smacking him in the face with her flying curls. She hastily pulled the open the door and stepped inside, holding the door open for Will.

Will let out a quiet sigh as he dejectedly followed her in. He was this close to kissing her.

Thankfully the student body decided to use the other entrances to the school to get back in but that also left Emma and Will alone in a completely empty hallway and they still had a ways to go before they got to either of their offices.

Emma tried her hardest to look anywhere but Will. She knew what had just almost happened thirty seconds ago and it scared her because she wanted it. She wanted it more than she would have liked to admit and if she caught Will with that lost puppy dog expression one more time there would be no way she'd be able to resist temptation.

Her thoughts ran wildly through her head, her heart pounded in her chest, and her body even started to shake again as she walked beside Will down the seemingly never ending hallway.

She needed to say something, anything, that would break the awkward tension that hung in the air.

"I'm sorry." She whispered quietly and out of the corner of her eyes she saw Will turn to her with a perplexed expression. "About before." She turned to him with a sheepish grin. "It was really pathetic of me to completely freak out like that."

He cocked his head and shot her a pointed look. "Em, it was not pathetic. I can imagine how difficult it must have been for you to be in that position."

Emma frowned and dropped her gaze to stare at the tiles. "I'm supposed to be getting better." She whispered sadly.

"Hey." He stopped them by lightly grabbing hold of her wrist. Emma turned to him curiously, not feeling threatened by his sudden touch.

"You can't expect complete change right away. As far as I can tell, you're doing great Emma. What you did with the grapes...that's progress, you said so yourself."

Emma half smiled and bit out a small laugh. "Can I be honest with you Will?"

"Of course." Will's response was immediate.

"What I told you about Carl was true, we did do that with the grapes and he is helping me, or...he's trying to." She sighed quietly. "The truth is Will after that one day, I haven't mixed my grapes together, not once and I always keep them in separate containers. I've tried to mix them together but I can't do it, I just can't do it."

Her eyes glistened with unshed tears and her lips trembled. "I'm so frustrated with myself, Will. Carl is trying so hard to help me and most of the time I just can't listen."

It hurt Will to hear her talk about Carl but it hurt him even worse to know that Emma was frustrated with herself. He persuaded Emma to get help for her problems all those months ago because he thought it would make her happy and that was all he wanted. If Emma was happy being her obsessive compulsive self than who was he, or Carl, or anyone else to try and change her? Will was happy to love her any way she chose to be and he hoped that Carl did too because Emma deserved that more than anything.

Will's hands sought out after hers and he intwined their fingers together lightly and Emma's heart involuntarily fluttered.

"Listen to me," He spoke gently, "You don't have to be frustrated with yourself, Emma. You don't have to do anything that you don't feel comfortable with doing."

Emma shook her head miserably. "You don't understand, Will. I want to change, I don't want to be trapped by my fears anymore but every time I try something stops me and I hate myself so much for it."

"You have to work at your own pace, Emma. Do what makes you comfortable, don't go by what Carl says. He may be trying to help you but in the end you are the only one who knows what's best for you."

Emma pouted and Will flashed her a small smile and leaned over to kiss her forehead lovingly. A warm smile tugged at Emma's lips and she couldn't help but swoon at the feel of his lips against her skin. She forgot how wonderfully soft and gentle Will's lips were.

When Carl kissed her, most of the time, her heart fluttered but only Will's kisses could make her feel like she was floating on air, even if it was just a kiss on the forehead.

"Thank you." She whispered sincerely, smiling up at him.

Will shook his head, smiling sadly. "You don't have to thank me, Emma. I'm here for you, always. That's what friends do, right?"

The mournful longing in his voice broke her heart and the most she could do in response was nod. Will let go of her hands and Emma curled up her fists, wrapping her fingers around her thumbs, silently imagining that she was still holding onto his hands.

The rest of the journey was silent and although Will had every intention of walking Emma all the way to her office, he heard a call for him from down the hallway.

The glee club stood down the hallway and were waving at him to come to them. He frowned not wanting to leave Emma's side.

His heart fluttered when Emma's fingers brushed against the skin of his hand. "Go ahead." She whispered and he slowly turned to face her. She shot him a reassuring smile and a nod. "I'm alright now."

Will bit his lip and nodded, suppressing a sigh as he started to turn away from her. Emma watched him walk away and towards the glee kids and she bit her lip in contemplation.

She looked around at the crowded hallway, swallowed her pride and called out to him. Will paused and turned around, his brow furrowing.

She jogged over to him, placed her hands on both of his shoulders, lifted herself onto her toes and kissed his cheek lightly, in front of not only the glee club but many members of the student body and faculty.

"Thank you." She mouthed as she pulled away and without another look back to him started towards her office.

Will lifted his hand to his cheek where his skin still tingled from her lips. His lips turned upwards in a smile and with a bittersweet sigh, he turned and made his way towards his glee club, ready to congratulate them on a job well done.