A/N: In case you're wondering why it's in itallics, this whole chapter is a flashback (: R&R loved as always! -Tayma

Chapter 3: Looking Back to Move Forward

The sun was hot against her face as she lay back against a beach towel. Her head was propped up on a pillow she'd snagged from the hotel and her legs were crossed at the ankles. The massive sunhat on her head did nothing to shield the sun's heat from her fair skin, her freckles darkening by the second. A warm hand slid beneath hers, threading its fingers with hers. Her eyes fluttered open under the sunglasses on her face and she turned to see the owner of the hand lying on the towel next to her. She gave the hand a small squeeze and smiled at him, sighing.

"Will, this has been amazing. It really has; thank you for inviting me." Emma reached up with a freehand and pulled away her sunglasses, turning her whole person to face him.

"It was you or my brother, and I figured a pretty girl next to me on the beach was better than a hairy brother."

Emma laughed. "That's such a nice sentiment."

The past five days had been pure heaven for Emma and Will. He'd planned a vacation for himself to California during the final week before him, Emma, and Terri were set to go their separate ways to school. He and Terri would be going to OSU while Emma was headed to Columbia in New York. Will was mildly jealous of his best friend – she got to go study in his dream city while he was stuck in Ohio. Not that he was complaining, though; he'd be able to stay with Terri and keep her happy. He'd miss Emma, though. Too much. When he threw the California idea in Terri's direction, she'd become livid, saying that she couldn't' t possibly leave Lima now, not when summer was coming to a close and all her cheerleading friends were leaving soon. So he'd offered to Emma, who jumped at the opportunity to spend a whole week with Will to herself.

Emma had feelings for Will that went far deeper than best friendship. They'd met when they were ten and became so close. By the time they started high school, she was sure that she loved him, but he found Terri and loved her instead. Emma supposed having him as a best friend was better than not having him at all, but Terri did a lot to make sure Emma was excluded. The amount of dates she had Will take her on was appalling, monopolizing as much of his time as she could. Emma understood that when someone gets into a relationship, their priorities changed, but she couldn't help but miss Will terribly and take advantage of every single second that they had alone. When he told her that it would be just the two of them on this trip, she said yes before the offer had been completed. Time alone was just what they needed before going their separate ways.

But now that time was coming to a close. It was their final night in California, their final night at the beach. Tomorrow evening, they would fly back to Lima and everything in their lives would change. They'd have to grow up.

She glanced down at their hands intertwined and sighed. To say that their week away had been completely platonic would be a lie. They'd kissed a few times, slept on the same bed because it was cheaper than two rooms, and fell into the habit of holding hands. Emma figured it was just habit for him from having Terri's hand in his, but she knew for a fact it wasn't just a habit to wrap his arms around her waist as they slept in the overly air conditioned hotel room.

"What was that for?" Will asked, referring to the sigh. Emma shrugged.

"Everything's going back to normal tomorrow night. No more California. No more sun. No more seeing your face every day, even if only briefly. There won't be any more TCM movie marathons when it's an old actor or actress we find appealing. There'll be no more this." She lifted their hands, shrugging again. "It's just a bit sad."

He nodded, listening to her speak. She had a point. Tomorrow was their last day of a lot of things in their life that had become habit. "But there will be phone calls, Em. There will definitely be visits to New York to see you and the city. There will be Skype calls so I can see your face, and the sun shines down on New York just like it does here."

"It's not the same, though." Emma shook her head, sitting up and pulling her hand from his. "You have no idea what this past week has been like for me, what everything's meant to me. I don't want to go back."

Will looked at her, confused. "What do you mean what 'everything' has meant to you? Everything what? Laying on the beach every day and talking? We did what we do in Lima all the time, except instead of being on the hammocks in your back yard, we're on towels against the sand." Emma looked at him as he spoke, remaining silent for a moment afterward, nodding slightly and swallowing.

"Wow. Okay, well forget it, then. It meant nothing. I guess I mistook everything that you were doing as some sort of signal." Emma stood up and started walking down the beach, pressing her hat onto her head and placing her sunglasses back onto her nose to hide the look of embarrassment on her face.

"Emma, what are you talking about?" He called after her, standing with his hands upturned in confusion.

She stopped and turned, shaking her head. "I thought you were just acting clueless to protect me for the past four years, but maybe I was wrong about that, too. I'm talking about this, Will!" She gestured between them, walking towards him and stopping a few feet from him. She pulled her sunglasses off and looked him in the eyes, trying to read his face. "All week you've been kissing me and flirting with me, holding my hand…you sleep with your arms around me and your face pressed into my shoulder, and maybe I'm just really stupid romantically, but if those aren't screaming signals, I don't know what the hell they are."

His eyes locked with hers and he could see hurt on her face as he tried to form a coherent thought. They were signals…sort of. He didn't know how to tell her that he cared about her in ways that he shouldn't, considering the current relationship he was in with his girlfriend of four years. Will's head shook and he swallowed hard. "What does the past week have anything to do with the past four years?"

"It has everything to do with the past four years!" Tears were brimming in her eyes. "I don't know what else I could have done to show you for four. whole. years. that I love you and I care about you more than a best friend should. I've asked you to girl's choice dances that Terri said were stupid, I sat with you all spring break sophomore year when you had tonsillitis, even though my OCD was making it near impossible to breathe the same air as you, I sat front row at every Glee competition you were in, I've never missed your birthday, I sign every freaking card Emma with a heart after my name, I mean how could I have made it clearer?" Emma blinked, causing a tear to fall onto her cheek. Will instinctively reached to wipe it away, but she jerked back. "Don't." When Will remained silent, she backed away, wiping her cheeks and starting to walk along the beach, away from him. She heard him calling after her, but the fact that his voice was getting quieter just proved that he wasn't chasing after her, and she'd been chasing a dream that wasn't hers to want.

-x-x-x-

After walking away from Will at the beach, Emma forced herself onto a bus back to the hotel. She didn't want to be outside anymore and she didn't want to cry in public. She'd gone straight up to the room she and Will were paying for, sighing when he wasn't there. She went to shower, scrubbing away the germs from the bus and the rejection that was plaguing her. An hour and a half later, she emerged from the bathroom, pink-skinned and red-eyed. The moment the water hit her skin, the tears began to flow and hadn't ceased the entire time. Tears were still falling as she collapsed on the bed in her pajamas, shutting the light off and facing away from the door.

How could she be so stupid? How could she actually think that he cared about her the way she cared about him? She never thought she'd be one of those delusional girls who tricked themselves into picking up signs that weren't being put up. Yet, here she was, crying in a dark hotel room at six forty-seven, wondering how she could be so stupid.

The tears finally stopped after another half an hour and she remained laying beneath the fresh sheets, curled into a ball. She was dreading Will coming back to the hotel and she was actually eager for tomorrow to come so she could go back home, then head to New York and not have to see Will for a very, very long time.

After Emma left Will at the beach, he felt awful. He could tell by the hunch in her shoulders when she walked that she was crying and upset. He should have just told her that he did feel about her the way that she wanted him to, but he couldn't. He would have to talk to Terri first and clear up their relationship before he could attempt something deeper with Emma. He wasn't a dishonest man, and if he were in Terri's position, he would want to be warned before suddenly being dropped for a best friend. But Emma was there before Terri. What if he lost her? Would he lose her? He doubted it. Their friendship was deep and ten years old. He didn't think he would lose her over staying with Terri. She was going to New York in two days, after all. He spent hours walking along the beach, debating what to do and what to say to Emma. He couldn't leave her hanging, but he couldn't abandon Terri and give in to Emma. There had to be a good balance somewhere, right? Right.

When Will entered the hotel lobby at eight-fifteen, he knew exactly what to do. He was going to explain to Emma that he loved her and he would do anything for her, but he had to stay with Terri, at least while he sorted out his feelings for her, especially with her heading to New York. There was a lot to work through, but he knew he'd be able to do it. He took the elevator to their floor, hurrying to their room and ramming his key card into the door. He opened it to find darkness within, but caught a glimpse of a lump on the bed before the door closed off the corridor's light. Walking over, Will slipped off his shoes before getting onto the edge of the bed. He crawled over to Emma and placed a hand on her shoulder gently.

"Em?" He asked quietly, but got no response. Clearing his throat, he shook her gently. "Emma?"

Emma sighed and swallowed, tucking her hands under her cheek and continuing to stare at the wall. "What."

"Can you look at me, please?" Emma didn't move, but she shook her head and Will heard a small squeak. He closed his eyes and let his head fall forward a bit, feeling awful; that was her 'I'm trying not to cry' noise that betrayed her every time she attempted to hide it. Will reached his arm around her middle, resting his head against hers and his chin on her shoulder. "Can you listen to me at least?" She remained silent, but her back pressing against his chest gave him his answer; she was listening. Will took a minute to compose his thoughts before squeezing her middle gently in a hug.

"You weren't mistaking anything that I was doing, Emma. I was signaling you and I was fully aware that I was doing so. I love Terri, Em, I do, but this week with you has got me second-guessing everything that I think I want with her. I do love you, but I just don't see how we can work with you going to New York, and I don't even know what I would do as far as Terri is concerned." He stopped speaking, letting out a small sigh. Emma shifted in his arms and moved to lie on her back, looking at him as he hovered over her. She chewed her lip before coughing a little.

"I don't know whether that's supposed to comfort me or allow me to continue feeling stupid because I'm second best." Her eyes met his in the darkness and she sniffled as her throat began to tighten from more threatening tears. "I feel used, you know? Like an emotional placeholder during your week away from your girlfriend."

"You're not an emotional placeholder, Emma. You're my best friend. I do love you, you know. I may have a terrible way of showing it, and maybe this past week was a complete mistake, all of the kisses and hand-holding, but I do love you. I just don't know how to say so."

"It wasn't a mistake," was her response after a few minutes of silent staring at each other. "It was a mistake to keep your feelings from me, but this week wasn't a mistake. I'm sorry for walking away from you earlier. I just didn't know how to handle myself while feeling so rejected."

Will shook his head. "Don't feel sorry, Emma. You were right. I don't know how you could have made your emotions clearer without tipping off Terri. I'm sorry that I was blind, but I'll do anything for you, Emma. You know that, right?"

She nodded, taking a breath. "When you say anything…" she said hesitantly, looking down and away from him, licking her lips and playing with her fingers. Will moved his head to meet her eyes, taking his hand and placing it under her chin, tilting her face towards his.

"I mean absolutely anything aside from breaking up with Terri before I figure out you and me."

Emma looked up at him and she swallowed. She knew what she wanted to ask, and for her, it was a big deal. She wondered if Will knew what she was thinking, if he was aware of what she would ask of him. Did he know that he'd walked into a trap, or had he fallen in accidentally? Her heart started racing and she tried to keep her breathing calm as the sentence began to bubble up her throat to her tongue. It sat against her lips for a moment before she breathed out, "Make love to me? Please?"

Will looked at her, holding her eyes with his. He had a feeling this would be her request, and he knew it was a big deal. They'd discussed many, many times the fact that they were probably the only two graduating seniors who were still virgins. Even Terri lost hers when she and Will went on a break during their junior year. He knew that Emma was mildly frightened of the activity and that it made her nervous and she wanted to save it for the person she loved most. If this was her subtle way of telling him that he was who she loved most, he was picking up what she was saying.

"Anything." Will breathed out before smashing his lips against hers, probably more eagerly than he should have. They took it slow, both of them experiencing this for the first time, and eventually, all of their clothes were on the floor, and the room suddenly wasn't so cold anymore.

-x-x-x-

The pair lay in silence, staring at each other and holding each other in the darkness of their hotel room. It was midnight, but neither of them felt like sleeping. It would make time pass too quickly, which meant that too quickly, everything was going to change, but for now, they just loved each other. They showed it with each touch and each glance. Each loving embrace and each whispered 'I love you.' It was beautiful and passionate. It was almost perfect for a shared first time. Almost. Their actions meant the world to Emma, her love for Will solidifying by that night. Will's love for Emma was proven, but it wasn't solidified, exactly. There was still the underlying ton of guilt. But each of them loved each other.

"Are you okay now?" Will asked, leaning forward and kissing Emma's lips gently. He reached up and pushed her hair out of her face gently.

She smiled against his lips and when he pulled away; her eyes were smiling as well. She sniffled and nodded, sighing. "I'm sorry for crying, I just..." His lips silenced hers again and he pulled away to look at her, their noses brushing.

"Don't be sorry, Emma. As long as I didn't hurt you, you have every right to cry."

Emma laughed a bit. "No, you were perfect. You're perfect. Thank you." She smiled at him and let out a breath.

"I love you, Emma. I'm going to hate saying goodbye to you when you leave for New York."

She swallowed. "I'm going to hate saying goodbye, too, but it needs to be done. It's not forever, but it's necessary for us to become our own people. I mean…and I know this is going to be a killjoy, but you have a relationship to work on, and I just made you cheat so it's probably best." Her eyes began to tear a bit and she took a deep breath. "I'm sorry for making you dishonest." She sat up and wrapped the sheet around herself, looking over at him as the weight of their actions began to fall on her.

Will sat up next to her and took her face in his hands, shaking his head. "Emma, listen to me. You have not made me dishonest. I'm going to come clean with Terri after you're on your plane to New York. I have no reason to lie to her about what we did. It meant a lot to me, and she was with someone when we were on a break, so she can't really judge after the drama that created for us." He leaned forward and kissed her eyes to prevent the tears from falling. "Do not be sorry, Emma."

Emma nodded, looking at him. She reached over and hugged him, burying her face in his neck. "I love you, Will. I can love you as a best friend, I can love you as a girlfriend, I can love you as whatever you want me to. Just tell me, okay?"

He nodded, hugging her tightly. They lay down after that and fell asleep in each other's arms, waking up late the next morning to a loud ringing coming from Will's phone. Emma groaned as Will rolled away from her, reaching for his pants on the floor and pulling his cell out of the pocket. He cleared his throat and hit the answer button, holding it up to his ear.

"Hello?" He sat up and ran a hand over his face, Emma turning to look at him before yawning and stretching. "Oh, hey, Ter. Yeah, we get in late tonight, around one in the morning. Of course. No, her brother's picking her up. Yep. Okay, honey, I love you, too." He hung up the phone and lay back against the pillows, sighing. He glanced over at Emma who sighed and pulled a blanket from the foot of the bed, wrapping it around herself and heading towards the bathroom.

"Emma?" Will asked, sitting up and looking at her.

"Let's just pretend last night never happened." She nodded and walked into the bathroom, dropping the sheet outside of the door and closing it behind herself, moving to start up the shower. She stepped underneath the hot water and let it run over her body. It was a new day. Today, everything changed, and yet at the same time, everything stayed the same.