She was stood by the sink when he walked through the front door after Glee practice. Yellow floral rubber gloves that somehow reached her elbows, a very distinct smell of disinfectant in the air and her small frame bent over the countertop with her face in her hands. She only did this when she felt stressed, out of control, sad. The last time he'd seen her this bad was when she told him that Carl had left her. Will kicked himself for being the catalyst for her latest spiral.

"Emma?"

She didn't answer.

The closer he got, he realised her shoulders were shaking. Silent tears streaming down her face; mascara smudging under her eyes. It was then when he was confronted again with the conversation he had with Emma the night before.

He had spent so long trying to regain her trust and affection back, only for him to make her cry when they have an important conversation about the development of their relationship and what that means for her recovery. Emma's beautiful brown eyes, had grown wide as she tried to stop the tears that were threatening to fall, her speech panicked, and then she'd hurried off to their room. He'd not seen or even had chance to speak to her for the rest of the evening or even the morning.

He took another cautious few steps closer, not wanting to startle her.

"Is everything okay?

A sniff escaped her and she finally put the scrubbing brush down.

"Em, please." He said, gently.

"I just don't get it." She said plainly, her hands now holding her up as she stood by the sink. Stray tears streaming down her face.

Will finally made his way over to her, but waited before he touched her. Instead he stood beside her and leant on the counter top with her.

"What do you mean?" He prodded, his tone still as gentle as he could make it.

"I try so hard-" Emma's voice broke and she started sobbing again. This time he softly took her hands and moved her to face him, never letting go of their joined hands.

Emma closed her eyes and took a deep breath. "I'm so tired, Will. I exhaust myself trying to get better. I take my meds, I see my therapist, I start feeling better…and yet somehow I find myself back where I started. I know recovery and healing isn't linear, and blah blah blah, but I really thought I would have a hold of it by now." Her voice broke again in her last sentence. Will gave her a sad smile after brushing a stray curl behind her ear.

"Why do I feel like I'm too much, and yet not enough?" She finally looked at him, defeated.

Will could feel his heart break again. He wasn't quite sure how to answer that one.

"Why do you think that?" His voice soft, before he kissed her on the forehead.

"Carl…" Not letting her finish what she was going to say about that irritating dentist ex husband of hers, he moved his hands to rest on her lower back and softly kissed her on the lips.

"Em. I'm not going anywhere." Tears dropped again, but she held him close for the first time since they'd had that uncomfortable chat.

She looked up at him with those big brown eyes.

"You are everything to me, Emma. I definitely didn't do a great job of expressing that to you last night."

"I love you so much. I just don't want to become a burden." She sobbed. "Maybe I was being too idealistic about our future together."

It was now Will's turn to panic. He couldn't lose her, not now, not ever. All because her parents made him question whether or not it would be good for her. When had they ever had Emma's best interests at heart?

"Please forgive me for the way I spoke to you last night. You laid your heart out and I stomped on it. If I haven't made it clear over the last year or so, there is nothing I want more than to be able to call you my wife and the mother of my children." He placed one of her hands over his heart. "Darling, you have come so far since we first met and I can't express how much I admire your courage and resilience, or how proud I am of you. I hadn't lost confidence in you, I just hadn't had chance to think over what your parents had said to me earlier on in the day. I guess I panicked."

"My parents? Why did you voluntarily spend time in their company?" She looked stressed for a new reason at the mention of her parents. "You know they are awful. Why, Will?"

Will cringed at himself for putting his foot in it again.

"I didn't want to spoil the surprise,"

He paused, cautiously, but she was looking at him with pleading eyes. "but… I met with them over lunch yesterday for permission to ask you to marry me."

Emma's eyes went wide in shock. Hope slowly returning to the beautiful pools of brown.

"Your dad refused, and then they both went on a tirade about the misguided opinions of your OCD. Irrationally, I panicked. I didn't want to cause you to go into relapse for my own selfish reasons. I love you too much to sacrifice your recovery progress." She gave him a watery smile at his flustered state before placing her hands on his cheeks.

"I don't know what I did to deserve you. Gorgeous, talented, thoughtful and incredibly sweet. I had no idea."

Will caught her bottom lip between his in a kiss before teasing her with: "Well, traditionally, a man tries to keep his proposal plans a secret from the love of his life." This, of course, caused her to giggle.

"Are you sure though Will? It won't bother y-"

He kissed her again, eliciting a hum from her, interrupting her insecurity.

"Emma Pillsbury, I have never been so sure of anything in my life."

Thankfully, she beamed at him and held his hands again.

"How about I clean this away. You have a shower, change into some comfy clothes and pick out a film. I'll see about buying takeout tonight. I feeling a My Fair Lady, Singin' in the Rain with pizza kind of night"

"I love you."

"I love you, too."

Emma let go and turned towards the bedroom, but Will kept hold of one hand.

"And just so you know. This proposal will come when you least expect it and will knock you off of your feet."

This earned him an eye roll, but he could see the sparkle in her eyes as he let her walk away.