Emma was heading down the hallway, just on her way back from the bathroom and heading back to her office when she heard the familiar sound of the glee club rehearsing.

She knew she had some paper work to finish but the thought of seeing the glee club (and Will) was just too enticing. She always loved to watch the glee kids perform and from where she stood they sounded really good.

She told herself she'd only stay a few minutes to watch the glee club and then she'd get back to her paperwork. So with her mind made up she turned and headed towards the choir room.

As she neared the room she finally could place the song and her smile widened at hearing one of her favorite songs drifting into the hallway.

The door was slightly ajar and she paused in the doorway, smiling as she saw Will standing in the front of the classroom, the kids all standing behind him, his voice taking over the chorus of the song.

It was one of the songs she had always dreamed of hearing Will sing but could never ask him to. She knew he loved the song as well and heard him singing along to it when it would come up on his iPod but she had never really heard him put his whole heart and soul into it.

Will and the kids were so wrapped up in their song that it took them almost the whole way through the second verse to realize that she was standing outside the door.

It wasn't the first time she had eaves dropped on the performances and they usually amped up their singing as soon as she'd come into the room, grateful to have someone other than Mr. Schuester to sing for. But this time their behavior was odd and it definitely confused her.

Rachel was the first one to notice her and her eyes immediately widened and she hopped out of her place on line and ran over to Will, whispering something in his ear.

Will whipped his head around and spotted her through the window of the door and his eyes widened. He motioned to Brad and the band to stop playing and smiled tightly at her.

Every pair of eyes were on her and it unnerved her slightly. Furrowing her brow, she pushed the door open and took a few steps in. "Hello, I'm-I'm sorry if I interrupted anything, i just heard you from down the hall and you sounded so good."

Will was about to answer her, his mouth falling open with a reply, starting to shake his head when he was cut off by a loud greeting from Brittany.

"Hey Mrs. Schuester!" The blonde waved happily and Emma's eyes widened at the name.

"Brit!" Santana hissed quietly from behind her.

"I can't believe you just said that..." Finn whispered not-so-subtly, his eyes drifting between his suddenly pale choir director and the ginger standing several feet away.

"What?" Brittany asked cluelessly, glancing around at the disapproving, some slightly amused, looks on her glee mates faces.

"They're not engaged yet, Brittany." Rachel retorted quickly and then, realizing what she said aloud, slapped her hands over her mouth.

Emma's eyes widened even further and her brow shot up to her hairline. "Excuse me?" She squeaked, daring to glance over to Will.

Will had his face buried in his hands, muttering something incoherently against his palms and then lifted his head slowly to shoot an annoyed look at his students who smiled sheepishly back at him. Then Finn gave him a smile and an encouraging wave of his fingers and Will sighed quietly.

He swallowed thickly and turned to face Emma, taking a few hesitant steps towards her. "I'm sorry, Emma. I...I didn't want this to happen here and I wanted it to be more special."

She blinked at him, stunned in shock at the implication of his words and her heart started beating rapidly in her chest and her hand flew to her chest to attempt to control it.

He cleared his throat and turned to the glee club. "Guys? Just as we rehearsed it."

Grins split across each of their faces and they moved back into their assigned positions. Will signaled the band and the sweet melody started playing again and her eyes instantly started to tear up suddenly realizing what the song was for.

Puck stepped forward to start the song, his rock-type vocals mimicking that of Steven Tyler's.

I could stay awake just to hear you breathin'

Watch you smile while you are sleeping

While you're far away and dreaming

Finn, sharing a quick loving glance with Rachel, stepped forward as Puck stepped back and took over.

I could spend my life in this sweet surrender

I could stay lost in this moment forever

Every moment I have with you is a moment I treasure.

The rest of the glee club starting to sing back up as they rolled into the chorus, directing all the attention on Will, who kept his intense stare on Emma.

Don't wanna close my eyes

I don't wanna fall asleep

cuz I'd miss you baby

and I don't wanna miss a thing

and even when I dream of you

the sweetest dream won't ever do

I'd still miss you baby

And I don't wanna miss a thing.

The song continued much the same, though during the second verse, instead of letting the glee kids take lyrics like they had rehearsed, Will sang along, with every word moving just that much closer to her.

By the time of the second chorus he was just inches away, his hands finding themselves intwined with hers, their foreheads touching intimately as he sang his heart out.

The tears rolling down Emma's face contradicted the bright grin on her face. She gripped onto Will's hands as tight as she could, not wanting to let go for fear this was all a dream. She had had dreams like this before and it all seemed so surreal.

As the song ended, Will, never releasing her hands from his, slowly dropped to one knee before her and she bit her lip to withhold a sob.

Don't wanna close my eyes

Don't wanna fall asleep

and I don't wanna miss a thing.

The song ended with the glee club's soft backing vocals and once the music stopped they all watched with excitement as their teacher began his proposal speech to their guidance counselor.

"Emma," His voice shook quietly with emotion and he suddenly cursed his sensitivity. He did not want to appear weak in front of his glee kids and especially not in front of Emma in this moment. "My Emma. I love you. I know you've heard me say it a hundred time and quite frankly, you'll hear it a million more. I don't want to ever stop saying it because I will never stop feeling it. I love you. You are my best friend, my confidant and the woman I could never live without."

Emma's hands had now left his and were covering her mouth, her tear filled, wide, bright, shining eyes being the only part of her face visible.

"Steve Tyler must have had a woman just like you to write these lyrics because they are exactly how I feel about you. I don't want to miss a thing. I've..wasted so much time already and I don't want to waste it anymore." He cleared his throat and reached into his vest pocket, pulling out a blue velvet box. He flipped the lid open revealing the most beautiful ring Emma had ever seen and she squeaked behind her hands.

"Emma Pillsbury, will you marry me?"

The kids behind them held their breath, the girls biting their lips and holding onto their respective boyfriends arms while they awaited Emma's highly anticipated answer.

She finally released her hands from her mouth, revealing a grin that nearly took over her whole face and a few tears slipped down her cheeks as she nodded enthusiastically. "Yes." She whispered. "Yes, yes, of course I will, yes."

A grin of equal measure spread across Will's face and he leapt to his feet, sweeping Emma up into his arms. Emma squealed, tossing her arms around his neck and laughing as he lifted her off the ground and spun her around happily. He captured her lips in a passionate kiss once her feet were on the ground and she returned with fervor, placing both her hands on the side of his face to keep his mouth glued to hers.

Fourteen voices cheered and squealed behind them, all of the kids hugging each other and applauding their newly engaged favorite teachers.

Once they parted, they remained wrapped in each others arms for another moment or two, getting lost in each other's eyes, the grins never leaving their faces.

Will pressed another soft kiss to her lips before loosening his grip on her and taking her left hand in his. Emma watched, biting her lip, as he slid the ring across her knuckles to rest lightly on her ring finger.

She observed the ring happily for a good few moments, disbelief, shock and overwhelming joy written on her face. She then turned back to Will and threw her arms around him, kissing his lips and then buried her face in the crook of his neck.

Will rocked her back and forth, buried his face in her hair, kissed the top of her head and then glanced over the top of her head to the glee kids.

They whooped some more and Finn, who had his own girlfriend wrapped in his arms, used his free hand to give him a thumbs up and a grin.

Will nodded his head in a subtle thanks and then nuzzled his nose into Emma's hair. He let out a contented sigh. Thirty four years of living and this moment would always rank as one of the happiest of them all.