Disclaimer: see chapter 1

A/N: I have been in no mood to write lately. The storylines in the show have seemed forced, unimaginative and far-fetched and Will and Emma have shared precious little screen time together so I've been very uninspired. Here's hoping the new year will bring more realistic and interesting storylines and a lot more of everyone's favourite McKinley couple. Happy Holidays!

Emma smoothed her skirt over her knees for the sixth time since she'd sat down in the psychiatrist's office ten minutes prior. It was an unconscious habit, her neatening of everything and pressing out the wrinkles, and the doctor took note of the regression. Emma was smiling, hiding behind her mask of perfection but the smile stopped short of her eyes. In her eyes, the doctor could read very little, Emma was trying very hard to hide behind that insincere smile.

"So last night…" Dr. Shane prompted. Emma had begun the story twice already but she was having trouble carrying the tale through. She had shared her past sexual experiences with the doctor as part of her therapy when they had begun to work on Emma's fear of intimacy but Emma was having difficulty sharing her most recent escapade. The numbness that had settled in around dawn had fled from Emma's body the moment she entered Dr. Shane's office. Being here, knowing she was going to have to talk about it, to admit out loud that she was no longer a virgin, made things far too real. Emma felt her control slipping away again, the carefully constructed walls crumbling beneath her fingers and she hardly noticed when the tears started anew.

"Ask Will," was all she could manage, head down and tears falling unchecked down her cheeks as she clutched her abdomen so tightly it seemed as though she were afraid she'd go to pieces if she let go of herself. Emma heard the doctor push back from her desk and go to the outer door to summon Will but she didn't look up, instead wrapping her arms a little tighter around her waist.

Quietly, Will took the chair next to her and Emma could feel the weight of his gaze on the top of her head but she couldn't bring herself to meet his eyes. Emma squeezed her eyes shut and tried to block out the conversation as the doctor began to direct her questions to Will. She caught bits and pieces, words here and there that felt like knives to her core, designed to break her further apart.

"Emma?" the doctor asked and Emma forced herself to look up, to rejoin the present. Emma was unsure how long Will and Dr. Shane had talked but from the looks on both of their faces, it was clear that all of the truth had come out and she dropped her gaze back to her lap. "If you could just have a seat in the waiting room again Mr. Shuester," the doctor dismissed Will. Emma didn't look up again until she heard the door click shut quietly behind Will.

"I think you need to say it out loud Emma," Dr. Shane told her.

"Say what?" Emma asked, reaching for the numbness she felt on the periphery once more, wanting nothing more than to be anesthetized to the pain again. The doctor sighed, Emma hadn't been this difficult since their first session together.

"You know what you need to talk about Emma. Not saying it doesn't make it not real. Hiding from what you're thinking and feeling is not healthy. You know this. You have worked so hard Emma, and you have come so far, don't let it all go now."

"I…" Emma tried to find the words, it was such a simple thing to say but so damn hard at the same time. Simple truths, that was where she needed to start. It was a practice from early on in her therapy when they had been seeking to control her OCD, begin with the basics of what you knew was true. She couldn't follow her truths with 'I need to scrub my bathroom with a toothbrush' or 'I need to wash my hands every time I touch anything' and believe them to be true because they weren't. Emma took a breath and said, "I am Emma Pillsbury, I am thirty-two years old, I am a guidance counsellor at William McKinley High, I am in love with Will Shuester and I had sex for the first time last night." Emma closed her eyes and waited for the panic, the terror, the anxiety to settle in but to her surprise, she felt fine. Better than fine, she felt content.

Dr. Shane smiled, "Very good Emma. How does that last truth make you feel right now?"

"Right now? Not so bad. Last night I was so upset, I made myself sick. I think Will thought I'd had a nervous breakdown. I think I thought I'd had a nervous breakdown. At a couple points I just felt numb, which was scary at first but then I sort of liked it. If I was numb, I didn't have to feel. I have worked so hard to be perfect, to not disappoint my father but I love Will so much, I don't want to deny him this." Emma surprised herself with her little speech. Sometimes when she sat in the leather chair across from Dr. Shane, it was like someone else took over her body for a little while and let her say what needed to be said. It had been uncomfortable at first, spilling her secrets to a virtual stranger but over time, Emma had grown to cherish being able to be absolutely honest with no fear of judgement.

"Do you still want to be numb?" Dr. Shane led.

"I don't know," Emma answered honestly, "I think it would be easier." Conversation began to flow more easily and Emma opened up to the doctor, talking through her feelings for the next forty-five minutes with barely a pause. Nearing the end of the session she said, "I just worry that one day he's going to resent me holding out like this; that over time, he'll grow to hate me."

"You weren't listening when Will was in here earlier, were you?" the doctor asked and Emma shook her head no. The doctor pushed back from the desk and went to retrieve Will from the waiting room again. Emma watched him walk in warily; he seemed as uncomfortable as she felt. "Mr. Shuester, I'd like you to tell Emma what you said earlier."

"Em," Will started, waiting until she turned in her chair to face him and raised her eyes to his face, "Emma I'm so sorry about last night. I know it's not an excuse but I didn't realize how vulnerable you were. I'll never forgive myself for that. I need you to know that I am going to love you no matter what and the only thing I ask of you is that you love me back, whatever that means to you. I don't expect anything from you and I don't ever want you to feel like there is anything you have to do for me to keep me happy in this relationship. I get you, Emma, and that is all that I want and all that I need."

Will's eyes shone with unshed tears as he waited for a reaction. There was only the slightest hesitation and Emma was in his arms, tears flowing freely again.

It had been a long, arduous few months for Will and Emma since what they now called "the incident". Will kept watching Emma when he thought she wasn't paying attention, waiting for some sign that she was coming back to him. It was nearly three weeks before her smiles started regularly reaching her eyes again, and he'd only heard the light and carefree laugh she'd always saved just for him twice since the incident. At first, there had been a lot of silence between them. Will was never sure what a safe topic of conversation was, so he kept quiet, waiting for Emma to take the lead.

Emma had been focusing on her anxieties surrounding intimacy in her now twice weekly sessions with Dr. Shane and was beginning to feel like she was making progress. Dr. Shane was encouraging her to take the lead in some of the more mundane aspects of their relationship in hopes that Emma could transfer her newfound assertiveness and confidence to the bedroom when the time came. At first, Emma had tried little things, choosing a new or more risky topic of conversation on one of their lazy Sunday mornings in bed or picking a different restaurant for dinner. In her last session Emma had told Dr. Shane that she believed she was ready to try having sex again. The doctor had been less than pleased, worrying that Emma was pushing herself too far, too fast, but they had spoken at length and it had been impossible to change Emma's mind.

It was a Saturday night, or rather, an early Sunday morning when Will returned home from being the designated driver at a friend's bachelor party. Will crept quietly into the bedroom, glancing at the bedside clock that read 2:08 in bright red LED on his way to the bathroom. He quickly showered and changed for bed before slipping silently back into the bedroom. The moon was full and hanging low over the horizon, Will noticed, glancing out the window on which Emma had forgotten to draw the curtain. Returning his attention to the bed, Will stopped short.

Emma was curled on her side with her back to him, wrapped in one of his dress shirts with the pale light of the moon cutting a swath down her side of the bed. Almost as if she sensed him, Emma rolled onto her back in her sleep, the shirt sliding open to reveal a deep blue satin bra and panties, her red hair spilling like a flame across the white cotton pillowcase. Will felt his mouth go dry at the sight and was considering hopping back into the shower when Emma sleepily opened her eyes and smiled up at him.

"Hey," she whispered her voice still rough with sleep. Will clasped his hands in front of his groin,

"Hey, I didn't mean to wake you." Emma shook her head and patted the bed beside her; Will approached cautiously.

"Dr. Shane and I have been talking," Emma began as Will sat gingerly on the edge of the bed. "She thinks it's too early for us to try again." Will felt as though he'd lost the ability of coherent speech and could only nod in acknowledgement as Emma toyed with the hem of the dress shirt; finding his voice he asked,

"And what do you think Em?"

"I think I've learned a lot about myself in the last month," Emma began, "And I think that I can say stop."

Will's hand trembled as he brought it up to cup her cheek, "Promise me."

"I promise Will," Emma breathed, turning her face into his hand and planting a kiss in his palm.

Emma's hands moved to the buttons on the shirt she was wearing, unbuttoning the only two she'd bothered to do up in the first place and pushing the shirt open wider. Will's hands were tentative as he reached out to tenderly stroke the skin of her abdomen. Will felt the muscles quiver under his fingertips and looked up quickly to ensure Emma was still okay. He was greeted with a sight that warmed his heart – Emma's eyes shining with mirth, a genuine smile on her lips.

"That tickles," she told him and Will smiled, flattening his palm on her stomach. Carefully, Emma reached out and pushed her hands beneath Will's t-shirt scraping her nails lightly down his chest. Will rolled onto his back and gently guided Emma with him so that she ended up straddling his waist.

"Your pace Em," Will told her and then he lay still, content to let Emma do a little exploring on her own. Emma shrugged out of Will's shirt and it joined the growing pile on the floor. Emma bit her lip shyly, at a complete loss as to how to proceed. Will smiled up at her encouragingly, there was no way he was showing any dominance tonight. He needed Emma to lead him through this because, as much as he wished he could, he couldn't see what was going on inside her head and he was going to be very careful not to make her think there were rules or expectations for tonight.

Emma reached behind herself slowly and unclasped her bra, she caught it before it could slide down and crossed her arms over her chest. Blushing furiously, Emma gathered the courage to uncross her arms and allow the blue bra to slip away. Will's breath left his body in one long rush, making Emma smile down at him.

"You're gorgeous Emma," Will told her, loving the way the moonlight washed across her pale skin. Carefully, Will slid his hands to her waist, fingers stroking the soft and delicate skin he found there, daring to go no further. Emma took his right hand in hers and, much to Will's surprise, placed it on her breast. Timidly, Will let himself touch her, delighting in the small sounds she made and groaning as Emma wiggled her hips to find a more comfortable position.

Emma grabbed the hem of Will's t-shirt, pleased with how comfortable she was feeling, and peeled it off of him as he sat up. His change of position unbalanced her and with a squeal, she felt herself falling back, her hands too tangled in Will's shirt to catch herself. Instinctively, Will's hands shot out to steady her and lower her gently to the bed. Freeing her hands, Emma threw the shirt to the floor and before she could change her mind, gripped the waistband of Will's pyjama pants in her hands.

"Em…" Will said, a warning tone to his voice. "Don't go too fast."

"I know what I'm doing Will," Emma told him, tugging the tie at the waist free. Somewhat hesitantly, Will lifted his hips and let Emma remove his pyjamas, she seemed so confident and sure in herself. With Will naked beneath her hands, Emma paused, waiting for the crippling panic. Smiling to herself when it didn't come, she stood and slid the last scrap of fabric separating them down her legs.

"How are you feeling Em?" Will asked. Laying back on the bed beside him Emma said,

"Like I want you to show me just how much you love me."

A/N: Well folks, that's all she wrote. I caved to my romantic side and sweetened this chapter up from the last two. Hope you have enjoyed the ride as much as I and I do so fervently hope the powers that be give our lovely cast a little more depth in the coming episodes.