A/N: Thank you all so much for your kind, insightful reviews! They were deeply appreciated. I'm going out of town for a few days but I've got some good headway on the next chapter so it shouldn't be too long of a gap. In the meantime, please tell me what you think! This chapter is the beginning of a turning point for these two lovebirds.

"Talk Spanish to me, Will. Dirty Spanish." She purred in his ear before dipping her tongue on his earlobe and grabbed helplessly at his chest.

Emma wrapped her legs tightly around his body as he picked her up, placing her onto the counter against the far wall of his classroom door. His fingers worked up her thighs as she begged him to touch her and he slipped his fingers around her panties effortlessly.

He whispered sweet nothings into her ear and moved down to kiss her neck as he tried to push his fingers further near her inner thigh but Emma wasn't having it. She pushed his lips down between her breasts as she slid open her soft, white cardigan. Her shy moans did not go unnoticed by one very attentive, turned-on Will.

"I—I want you to love me. Will… show me how to make love. I… think about you all the time, even though I'm a married woman now. Just like you used to do with Terri…" her voice trailed off quietly…

Will gasped, raising up in bed and rubbed his forehead feeling drips of sweat from the night.

"Dammit, what the hell is wrong with me," He breathed out, trying to wrap his brain around the last few minutes.

He quickly rambled off about his inappropriate thoughts of a confident Emma who had wanted him and made it known. That Emma didn't even do the real Emma justice. He trailed off his frustrations to no one around him as he sat up and finished off his glass of water by the bedside table.

Looking down, he could see the effects of his dreams under the sheets but he tried to ignore the urges to continue dreaming about her and turned over try to let sleep take over once more.

His mind had done this before, but Will felt different this time. He felt wrong and selfish about it now that she had effectively bolded through the once blurred lines with a quick, "I do" to her husband. If he couldn't have her in the real world, it was just as immoral and painful to think otherwise in his dreams.

And although her recent passes, while wrong, had given him a bud of hope, it just felt like some leftover sample. It wasn't a reality, and even if he believed in that hope…she'd never really be his. He realized the sooner he could relinquish the power she held in his life, the better off he'd one day be.

And that's what he did.

The last two weeks of April passed by quickly as students began preparing for finals and graduation announcements were sent out. Will and Emma had both been up to their elbows in recommendation letters, because after all, they were two of McKinley High's favorite staff as far as all the students were concerned.

Emma worked on not mentioning her little milestones with Carl so much around Will, and he felt that sitting with her at lunch had become much more like it used to be when they were just friends. They joked over the little things they'd always found funny and bonded through this connection again like nothing had ever gone wrong.

Occasionally, thoughts of Emma lingered a little too long in his mind, but he did his best to block them out.

They had mutually agreed, after a rainy afternoon three days after their heated argument, that their friendship just wasn't ever going to be traditional… but they simply couldn't avoid each other like children. They needed to grow up and accept everything that had happened and move forward.

He exited her office that afternoon feeling relieved that maybe through a workplace friendship with her, he could move on from romanticizing ideas of her naked in his classroom gasping his name. He would begin to see her as… just another colleague, he hoped.

Will suggested that they try to find a balance and work through things. They found a compromise that accommodated his needs to not know everything going on in her life, mostly anything relating to Carl, and she agreed that if he needed her to help with Glee club she was allowed to do so.

The second end of the deal was not so easy as Emma had to sit Carl down and explain first, everything that had happened recently with Will…and second, try to prove to Carl that she was capable of Will's friendship at school and nothing more.

Carl didn't seem convinced much, but she fought for their friendship and for spending time with the Glee club because Emma realized somewhere along the way…she was coming back to her normal, morally bound self. And she honestly missed the kids. Will too of course, but she missed the excitement and thrill of each performance that touched her heart time and time again.

She too had lingering thoughts occasionally, but she reasoned that it was healthier than what had been escalating recently.

In every sense of the word, they had found true compromise. And it settled their star-crossed hearts.

That is, until the day Will and Emma broke the compromise on a Monday morning in a staff meeting during the second week of May.

Will walked into the old library where all the staff meetings were held and quickly found a seat in the back by other teachers from the Language Department as many more filed in.

After five minutes, he'd already finished his free coffee from the flirty barista at Starbucks and began to run through sheet music. He was feeling chipper and purposeful for a new beginning as the summer was quickly approaching.

This chipper heart, however, shattered as Emma Pillsbury-Howell waltzed in with the widest grin he'd ever seen on her beautiful face.

"Em, what's up? I…I've never seen you glowing this much on a Monday morning, especially the doozy of a staff meeting we've got today…" he joked, but Will was worried. He knew that look, and he hoped it wasn't what he thought it could be.

Emma brushed the hair from her eyes and glanced away. She felt awkward, and he could tell.

Oh god. She didn't.

She shifted uncomfortably in her seat before speaking,

Don't. Oh please don't say it.

"…well I'm just really happy. I—I had a wonderful weekend, that's all."

He knew he should let it go, just move on and forget the bright gleam in her smile and the offset purplish, blue hues showing a lack of sleep under her eyes. Very much unlike the Emma he knew.

It was natural, she had been married for months now…that's what married couples do. They have sex. But somewhere in the back of his mind, Will had never let go of the hope of one day making love to Emma. And it didn't occur to him that his mind had laid this claim on her until right now in this moment.

Emma isn't a virgin anymore. Why is this so difficult for me? Of course she's not. She wasn't… just going to wait around forever. Or maybe I'm just overanalyzing things.

But he couldn't ask, he—they had agreed that they wouldn't dig too much into their personal lives anymore. Losing your virginity wasn't something two co-workers just discussed after a weekend away. No, he absolutely couldn't.

"How was your weekend, Will?"

She could do this.

She had that urge to spill everything to him like he was her best friend, her one true confidant… but this, big thing…it wasn't exactly going to follow their agreement.

So she directed the conversation at him.

"I—my weekend was good. Yeah, but not as good as yours I'm sure, am I right?" he joked cheekliy but Emma narrowed her eyes at him.

"Are you okay?" She asked cautiously, hoping that Will hadn't in fact just read every emotion she was feeling right now.

"Good. I'm—I'm great." He spouted off dumbly, not quite keen on forming sentences right now.

God, can this meeting start already. They both collectively thought as Emma continued staring at Will while he avoided her eyes.

He knew he shouldn't ask. But it would eat at him until he did. Because she wasn't just some doe-eyed colleague who gave him advice when he needed it. No, she was his beautiful, funny best friend who used to cut her sandwich crusts and sometimes still Lysol's the table down before sitting. The one who loves shopping for rain boots year round, but detests the actual idea of puddles and rain. The one he was still deeply in love with.

"Did something…special happen this weekend? You know, like—"

"—well I did see a movie at the theatre and I didn't even bring my wipes, I—Will, I'm just improving so much you know.."

Oh, that wasn't good. She knows it's coming and she's avoiding it.

"Emma, what really happened? Because…I think we both know it's not that. I'm—"

He hesitated again, seeing the look of fear in her eyes. Fear of what she knew was coming.

"…breaking our agreement and I know, I—this isn't even appropriate of me to ask. I know that, okay. But…I, you see, you've made a point to tell me two times that you and Carl haven't,"

He couldn't finish the sentence and momentarily looked around to see if anyone was listening. And most had moved to another table by now.

Of course. I wouldn't want to be around this painful, awkward bomb just waiting to explode either.

She looked down and whispered softly before he could even finish,

"Yes. Will, it happened."

And he felt the walls of his heart painfully fall apart as soon as she had said those four simple words.

He knew they were coming…he knew it was going to come one day, but it didn't prepare him for this moment. Nothing could prepare him for the moment he finally lost all hope in having Emma Pillsbury to kiss, to love, to laugh with, and grow old with.

Emma swiftly pursed her lips and swallowed, as she always did when she had no idea what to say. His eyes went hollow as she looked up into them before quickly looking down.

She tried to search for the moment in Will's marriage that had broken her inside the most, and maybe she could mimic how she would have wanted him to react in that moment. But her thoughts immediately stopped as she watched his shoulders fall in and his mouth screw into this uncomfortable smile as he got up and walked away without a word.

By the end of the day, Will had pulled out his back-up plan in case this kind of heartbreak ever deepened and made him surrender his future ideas of happiness all at once. He had been job searching and making phone calls to look for a position as an Arts Director at a number of schools in surrounding cities and states.

He knew the day would come when Emma would take comfort in the arms of her husband and make love to him. Because she did love Carl, and… she obviously expected Will to keep her friendship too. But he rolled the idea over in his head a million times and realized that it was physically and emotionally impossible to separate his love and his friendship from Emma. Because somewhere along the way between discussions about Glee club and their personal lives… he had lost that line. And it was never coming back no matter how many compromises they tried to make.

Will took his paperwork to Figgins and gave his two weeks. He kept quiet about the matter and warned Figgins that he needed time to share with the Glee kids and explain his leave. He didn't want anyone to think he was only leaving because of Emma. It had become more than that, and he needed them to understand that his life had become one that felt empty, lukewarm. He used to find joy in every smile of accomplishment through his students, but those smiles only served to remind him of the lack of accomplishments he felt within himself.

He had decided he would tell Emma a couple days before he left, and finally gain some closure on McKinley High and the realm of memories, both triumphant and painful, it had held.

Emma was typing away on a letter for Mercedes College applications when she heard Will come in. She noticed his distant look and an eerie feeling swept over her office.

She thumbed her skirt nervously and looked into his eyes. She wanted to ask him a million questions.

Why haven't we talked in the past week?

Can we not be friends anymore?

Did I mess this up again with my disclosure about Carl and I?

I didn't want you to know.. I didn't want to hurt you anymore than I have.

But these thoughts where quickly ushered aside as he sat down and began,

"Em, I… I have something to tell you."

She nodded and urged him to continue.

"Will, what is it?"

He clutched his eyes and began running through everything he'd practiced the night before. He'd probably never see her again, and he couldn't mess this up.

"Em, I'm leaving McKinley. There's a school in Pittsburgh that's offered me a job as the interim Arts Director."

Emma's eyes shut for a moment and reopened as if she had just dreamt the last five seconds. She looked dazed and let out a soft, "What?"

"It's… it isn't about just us, if that's what you're thinking. It's not. I just don't have the passion I used to have for this place. These walls hold memories I can't hang onto anymore. I found out I was having a baby while I was here and "lost" the baby, I got divorced, I kissed you and fell in love with you…I, there's just so much of my past and I can't move forward here because I'm too busy dwelling on everything that never worked out."

Emma's heart was nearly beating out of her chest and she willed herself to concentrate on his words. She wanted to focus on the one who had pieces of her heart and was just, walking away from it all.

"But you can't leave, Will! You can't just run away from your problems, remember, you…you never let me run. We both have had moments where we wanted to leave, but we stayed. We remembered the good things too."

"I'm not running away, Em. I told you, it's not completely about us!" He tried not to raise his voice but Emma shot back at him.

"You are. You're doing exactly what I tried to do when I left here. How is it any different now?"

Will turned his back on her and paced slowly looking out into the empty hallways.

"I'm…I am not running away from anything. Because running away means feeling like when you run, there's greener pasture ahead. And right now, I—I know there's not. It's completely unknown what's ahead for me. Running away means fleeing that heartbreak you can't bare anymore, but it isn't just the ache I feel in my chest everyday when I look at you anymore. I need a future of opportunities and growth. McKinley has done great things for me, and I think it's time I moved on."

He finished with a hint of finality and turned to walk behind Emma's desk taking her into his arms for a tight hug. She hugged back, gripping him as her eyes began to blur with tears,

"Will… I can't imagine this place without you."

He pulled back quickly and Emma waited for a response, a nod, anything to show he understood. That he understood somewhere inside of her soul, she couldn't really imagine her life without him.

"We're never gonna see each other again, Will! Is that what you want?"

Her tone wasn't angry, but more…desperate.

She needed to know why he couldn't physically even be around her anymore. Why he would rather move to another state than at least be her friend, her best friend who made her laugh uncontrollably at the most inopportune times and took two patient weeks to teach her how to play Moonlight Sonata on the piano.

He shook his head in defeat and turned back to her with his hand on the door now,

"Emma, I promise I'm not running from you. I'm sorry it feels that way, but it's every part of my life that has lost passion, purpose—"

"You can't! Will, quit doing this… quit acting like you're really doing this… please."

She was in deep denial and he felt like his world was crumbling as he remembered the feeling that sunk in his stomach when Emma tried to leave after Glee club's first year of sectionals. But they couldn't just solve things with a kiss anymore. The interweaving of two complicated individuals like Will and Emma had long since worn out that attempt.

"What do you want me to do Emma? We can't just fix this all in one sweeping gesture and make things okay. It doesn't work like that anymore, and we both know that a compromise was the worst idea."

"It was working just fine—"

"—Until you had sex with your husband! Emma, I…I wanted to be that man for you. I wanted to kiss your trembling fears away and make it known that sex was more than just being messy. I…I wanted to touch you in ways that no man ever has and—"

Emma's eyes widened and her lips turned into a look of regret as she stared down at her shoes,

"It was never just about sex. It was about wanting to show you how much I truly cared for you, to have that chance to prove that all along I cared so much for you. That I couldn't possibly express my love to you in any other way! But, I never got that chance and it's my own damn fault,"

"Will, don't…don't say that, please—"

"No, it was. And knowing that I missed the only real opportunity I've ever had at a kind of love that's shared and cherished between two people… the kind of love where she's your best friend and she just gets you,"

Emma looked up with a slack jawed mouth and eyes full of understanding, because she had always felt like he just got her from the beginning.

"Well, it just tears me up inside. And, you know the most awful part of that whole thing? I want you to be happy and having sex with your husband made you happy."

Emma didn't seem to understand as she mouthed another "What" absentmindedly at him.

"You're happy because of something that isn't me and that upset me. But I realized in my selfishness, that it hurt more to know my heart ever only wanted that for you. That I ever wanted for your only source of happiness to come from my capabilities to make you happy, to help you with your problems… I limited you. It isn't healthy at all. That's when I realized I have to find a new passion, a new drive for something in my life that isn't you. So I am not running away, I am running towards something. I don't even know what I'll find, but I know there's more to life than two people fumbling over words to say to one another day after day because of stupid mistakes."

She lightly shook her head, unable to really comprehend everything that he'd just said.

"I know you don't probably get everything that I'm saying, Em… it took me awhile to wrap my head around it. But, essentially I'm trying to grow up."

He knew at that moment, she wouldn't understand everything. But in a few months, maybe she would.

And he turned and mouthed "Bye" as he walked out of her life.

But what Will hadn't realized, was that Emma would understand quicker than he had ever imagined..

A/N: Please don't hate me, I promise I have a plan in mind. And it involves some great character growth for these two, so hang in there. The fluff is definitely on it's way. Reviews are love! ; )