Disclaimer - I do not own Glee

Author note - I haven't written in a while, but reading some very good, well written EmmaxWill+EmmaxCarl fanfictions really inspired me to put my own little story out there. So, it is a little rough because of my hiatus from writing, but all what matters is sharing that WillxEmma joy.

Emma had given thought over the years about what her first time would be like.

It was always in this romantic setting, like the ones she had read in her romance novels during college. Perfect, serene, dimly lit candles to make it more romantic, everything that was described in the novels. The man who would love her was always the same person once she started working as a counselor at McKinley High; he was gentle and treated her sweetly in ways that she could only imagine.

She was realistic though, it was all far-fetched and horribly cliche' with the romance novels. In reality, Emma knew her first time wouldn't be nearly as romantic and with the way things were going, Will Schuester wouldn't be the one to make her a woman.

Many things were different now.

Will was divorced from his wife, single and free to date anyone. Emma found their brief time together to be the happiest time in her adult life. Will wasn't nearly as flawed as Ken and he had more patience to her disorder. He brought her flowers for no reason at all and for reasons she wished to forget, he sang songs to her that were slow and meaningful all the more simply because he was singing them, and he treated her with more respect than any other man she had encountered.

Emma had to mentally kick herself when it all fell apart. She told herself that she should have known better than to expect a happy ending to come from something that started because of a broken heart.

Ken was right; you never wanted to be the rebound.

She was the one to finally break it and prevent their relationship from growing into something more. It was hard confronting him in front of their peers, but she knew it was for herself. For once she was able to stand up for herself. It would be hard to forgive someone that did the things he did.

Often, Emma pondered on what Carl was.

She didn't want to dub him as "The One" because he was far from that. At first she had hopes that he would be, taking her out every night, showing her the methods of cleaning his dentist materials, and not prying into why her last relationship had 'failed' he did seem suitable to spend a long period of her life with. Carl was no Will, though.

Carl did not send the same feeling through Emma's body that Will did. When her eyes would catch Will, her body would feel inflamed with desire for him or change into an awkward, stuttering girl that has mimicking a high school crush. Carl was something different. She found him attractive, but not on the same level as Will, and he didn't send of those wonderful rushes through her body, but often times before he asked her out and he would flirt with her, she would feel excited and blush a colour close to the shade of her hair.

Emma questioned on what Carl was. The rebound, the one, or the person to fill the void. It was still unclear to her.

Perhaps she wasn't being fair.

Carl was sweet to her. He was respectful to her boundaries and always tried to hide the fact that he was growing impatient as he waited for her to clean the chair or table or any other item before moving closer to it. Carl never sighed out in annoyance in front of her like Ken did and he never called her problem "crazy". To Carl, it was only "a minor setback".

Another thing Emma truly liked about Carl was that he never pushed her into being intimate in any form. He respected that she moved slowly. The kissing first occurred after the first month of dating and by the middle of July, she was allowing him to hold her at the small of her back and run his hands up and down her arm and back as he made out with her. To her surprise, he didn't even complain when her body tensed up in discomfort.

Well, he never complained to her at least. Emma wasn't fooled. She knew that once she would leave the room to collect herself or after he'd say goodnight to her and stop at a mild kiss, she could hear him muttering to himself about how he still hasn't been able to touch her in any form from first base.

Guilt always overpowered her when she would see the look on Carl's face after she would push him away and stutter out that she just wasn't ready and had a problem with being touched. Every night she would reject him his eyes would hold a mixture of disappointment and feigned happiness. After he would pat her on the knee and tell her it was alright and that he could wait, Emma's heart sank and a guilty surge of feeling like a "tease" made the rest of their time together feel empty.

Emma finally told Carl that she was still a virgin in the middle of July. He took the news worse than Will did. While Will had a slight look of disappointment that later turned to assurance that he wouldn't pressure her into it any more that night, Carl gave a laugh and asked her if she was joking. Emma sat there with a straight face as he commented how funny it was to hear of a thirty-something-year-old virgin. Once he understood it was the truth, he was frustrated. Carl understood that if she was in her thirties and still a virgin, slipping into Emma's pants would be harder than expected.

August was when Carl finally asked her to make love with him. Though, he didn't calling it love. He took her nervous hands and said "Emma, will you sleep with me tonight?"

When he asked, Emma's large eyes grew larger and she inhaled sharply. Her thoughts moved to Will and how much she must have hurt him when she first told him he was a virgin and then again when she was frightened and ran out of his apartment. She felt guilty once again and thought that it would be wrong to say no to Carl and hurt him like she had Will, but at the same time, she still did not believe she was ready to be naked with a man.

Carl jiggled her hand in his, breaking her from her train of thought. "Emma, will you?"

Emma bit down on her bottom lip. She couldn't get Will out of her head. Emma feared that if he ever found out that she had been intimate with Carl, it would break his heart.

Break his heart...Will had done that before. She thought about April and Shelby. The things Will had done to and with them were things that she was hoping to one day do, once she was ready. Her heart was broken when she discovered he slept in the same bed as April and torn once more when she heard shortly after when she was informed that he had made out with Shelby.

Just maybe...

When she agreed, Emma couldn't recall who was more surprised, herself or Carl. But as Carl squeezed her hand excitedly, she knew it was herself that was more stunned by the answer. He helped her up and lead her to the bedroom, anxiety forming upon her bosom with each drawing step.

She felt dirty.

Her body was naked and sweat had dried on her skin, making it sticky and clammy. The sheets she was tangled in felt like grime that trapped her in something she no longer wanted. Emma felt sore and her thighs stung with pain from the actions she conducted just hours before. She couldn't sleep like Carl did. Emma kept her back towards Carl as he slept noisily beside her. Even with the feeling of disgust overpowering every other feeling, she was unable to find the will to move her body to shower or even to leave.

Emma reflected upon her actions and cried into the unfamiliar pillow her head rested upon.

When Carl awoke hours later, she pretended to be asleep and like she didn't hear him while he told her that he had to get to the office for an early morning root canal. He was oblivious to her acting and left a note on the lamp table telling her that the night before was wonderful and that if she chose to go home, he wanted to see her again tonight.

Emma cried again once Carl left.

Her first time was far from what she envisioned. There was no romantic setting, no dimly lit room, no soft kissing, and no Will Schuester.

Once Emma was home and as clean as a person could be, she called Will. It was foreign to her, since it hadn't been done since before their breakup.

When Will's voice answered on the other line, her hear began to thump loudly against her chest.

"Will, it's Emma...," she trailed off. Unsure how to ask him without it coming off as awkward.

His voice was cheerful. "Emma! How have you been? I haven't been able to get a hold of you, you haven't called me back since—."

"I know, I know...," She let out a nervous chuckle on her end of the phone. "I was, um, w-wondering if you wanted to meet me this afternoon...and...um, t-tell me about your vision for the Glee club once school starts back up."

"You called me just to ask about Glee?" Will teased on the other line.

Emma could feel anxiety rising again in her chest. "Yes, well, you know I missed Regionals, s-so I'd like to be as supportive as p-p-possible," her voice cracked at the end.

Will was silent on the other end of the line for what seemed to be minutes to Emma. She knew he was doubting her reason for calling. "Sure...how about Breadsticks at four?"

"Yes. Great. I can't wait," she responded a little too quickly. "Four. I'll be there."

When they were off the phone, Emma placed her hand on her pounding heart. A public restaurant like Breadsticks wasn't exactly where she wanted to break the news to him. She feared that one of them would make a scene and she wouldn't be able to hold back her tears. A restaurant couldn't be the worst place, though, maybe there she could excuse herself if she became too upset and tell Will it was nothing more than the amount of germs in the area.

Carl called her twice during his breaks and sent several text messages asking her if she was doing alright. Emma struggled to find the will to respond to him, eventually she sent him a quick text message that explained she felt ill and wouldn't be able to see him tonight.

She arrived at the restaurant a little before four and was shown to a couples booth by a blonde, lethargic looking waitress. Emma was busy cleaning the booth with her lemon scented disinfectant wipes when Will arrived.

"Need a hand?" Will said, smiling as he picked up her package of wipes.

Emma sat down on the dirty seat and resumed the motion of cleaning off the table they would be eating on. "No, no...I'm fine. I'm not cleaning as much when I go to restaurants...they tend to get angry when I do that because they think it makes them look bad that a customer is cleaning the area."

Will stared at Emma's hands as they slowed down their circular motion. "I've missed you...How have you been?"

"Good, good...I'm still dating Carl, if that's what you're asking," she stopped the circular motion and began working on the laminated menus the lethargic waitress handed to Will. "I miss you, too," she tacked on at the end.

Silence fell between them as Emma cleaned her menu, looking at something to eat as she did so.

"I've got some great ideas for the kids," Will started as he set down his menu and kept his eyes on Emma. "Some more modern music since they kids don't seem to take to kindly to my 'old school' taste," he laughed at his weak joke.

Emma smiled weakly and sat down her menu to give Will her full attention, it was the least she could do.

"I was thinking though, just to slip some of my old school back in there, to do another Madonna week. The girls...and Kurt...really loved expressing themselves with her music," Will paused to take a bite of the bread stick that was complimentary with each meal. "Do you have any suggestions?"

She shook her head. "No, I don't. I think my taste wouldn't be good for the club anyways," Emma looked at the half-eaten bread stick Will had in his left hand. "Will, I...I didn't call you here to talk about Glee...I'm sorry."

"Are you alright?" Will reached his hand across to table to grab Emma's, but she recoiled her hand.

"I did something last night I regret...but I wanted you to know about it. I want you to know that it was nothing when it happened and all I feel about what I did is regret," Emma struggled to say, anxiety filling her chest once more and her eyes swelling.

Will recoiled his own hand and his expression turned blank. "Emma...what did you do?"

"Last night I..." Emma put a hand to her mouth while the other wrapped around her stomach, encouraging the stomach to keep the little things it had in it down there. "Last night I...was intimate with Carl." Emma's eyes overflowed and she began to cry quietly, making little noises into her palm.

Seeing Emma in this form of misery stunned Will. He had only seen her crying once and it wasn't heavy. She was glowing and absolutely stunning as she did it, but now as she sat in the booth of a restaurant that she probably wasn't even fond of, she looked like a mess. Her face was red and she looked to be in great pain.

"Emma, you mean that you had..." Will couldn't even find the strength to finish the sentence.

She shook her head and hiccuped into her palm. "W-will, I don't know why I did it. I wasn't ready..." Emma gushed out in a low voice to keep the looks from other customers down. "I thought about April and Shelby and...and how badly I was hurt when I found out what you did with them. I thought that maybe sleeping with Carl would not only make me appear like the woman I am, but it would make you jealous!"

Will's body felt heavy as he continued to watch Emma cry. He was unsure what move to make. It was clear that being touched by Carl made her unhappy and while his instinct was telling him to move across the booth and wrap his arms around her and tell her it was going to be alright, he knew she would be uncomfortable with it and possibly flinch away from him. But he couldn't leave her across from him, crying like she did. It was wrong, and he knew that.

"Oh, Will...instead of making you jealous and finally maturing myself, I feel nothing but absolute disgust and regret for what I did," she was reaching for some of her non-cleaning wipes to clean off her face. "I want to take it back. I wish I didn't do what I did."

Finally, Will saw his moment to be helpful. He moved across the booth beside her and picked the cleaning wipe away from her trembling hand. Emma was still hiccuping and feeling guilty. Her body shook as if she was standing out in the snow and it was clear to him that she meant every word she spoke.

"Emma..." he began as he began to clean off her face, "don't hate yourself for this. Not everyone likes their first time and maybe because you've been a virgin for so long that now losing it makes you feel incomplete because it was a big part of who you were." Will removed several of Emma's falling tears from her face with his thumb and allowed the warm fluid to run down his hand.

She was finally calming down and her hiccuping had ceased. "Will, no...I wanted you to be my first. Not Carl." Emma's body continued to shake as she then fell into Will's arms. Her hot, wet face was on his chest and her arms wrapped around his torso. "I'm sorry," was all she seemed to muster out at that point.

He was unsure how to respond to this. Knowing that Emma wanted him to be her first made him happy, because it showed him that there were still feelings for him that he once doubted. At the same time, he too was feeling guilty. If he hadn't made out with Shelby or allowed April to spend the night with him, he never would have lost Emma in the first place and this whole ordeal could have been avoided. He knew that if he hadn't been so stupid, they could be sitting calmly at Breadsticks and enjoying a meal together.

Will sat with Emma soaking through his shirt. Her red hair was now sticking to her face and he knew that once she calmed down, she'd feel utterly embarrassed for making a scene. But as he looked around, no one else was looking back at their booth. It was like this happened all the time.

"Emma, it doesn't change my feelings for you," said Will as he moved his fingers back up to Emma's face to remove the stands of hair that.

"But Will, I feel terrible..." Emma was finally calm enough to stop crying and breath normally. The lethargic waitress stopped by to take advantage of the calmness that was now filling the atmosphere for their table and told them that they needed to order something soon or they'd have to leave. Will ordered an appetizer and once the waitress left, turned his full attention back to Emma.

She was now apart from his chest and trying to collect herself. "I feel terrible," she stated again. "I feel dirty and instead of it being perfect and magical it was just uncomfortable..."

Will swallowed hard and kept his eyes on Emma. "Sometimes only after our greatest mistakes can we realize our true potential," he moved more of Emma's hair. "You may not be proud of what you did last night, but you've turned a new leaf. You did something you thought you may never do because of your problem. Emma, this was a big step, and I'm sure regardless of who it was with, you would have felt guilty because it's so foreign to you."

"You don't know that...I could have done it with you and been perfectly fine," she whispered.

He continued to move away and play with her hair that rested in curls on her shoulder. "Emma, if I don't think less of you because of this, you shouldn't either. To me, you're still that same innocent, clean, beautiful guidance counselor."

Emma shook her head. "It's easy for you to say that, Will. You didn't do it."

"Don't you think I felt bad after what I did with Shelby? And though I only slept in the same bed as April, there was that feeling of self-hate that built up in my chest and ate through me," Will leaned closer to Emma. "After it was all done, I realized that if you knew about this, you would be heartbroken and feel terrible, which would only make me feel worse. Emma...don't hate yourself for what you did."

Her bottom lip began to tremble. She viewed herself as selfish to think about her feelings after Will's actions. She didn't stop to think about how he may have felt. "I'm sorry," she nervously laughed as she turned a deep shade of red, hoping that her overemotional display didn't cause a scene in the restaurant.

Wills' hand that was playing with her hair moved to the back of her neck and supported her head as he leaned in and gave a small kiss at the top of her forehead. Pulling away from her head, he looked into her big, round eyes and smiled as if she had done nothing at all.

"Emma, you never need to be."

End notes - Aha, still not very good at finishing stories. Oh well, I'm pretty content with the outcome of this ficlet and I hope I'll be able to come up with some more stories for our Glee couple.

Thank you for reading.