Will stumbled out of a local bar and in to the pouring rain. It had been a hell of a week! He had drunk himself to oblivion after losing Regional's. He staggered off, not knowing where he was going, not caring really and finally ended up sitting on the docks. Somehow, staring out at the immense sea made his problems seem to disappear- irrelevant in the grand scheme of things. His thoughts trailed off as he succumbed to the blackness of unconsciousness.

Emma's car had broken down and her cell phone wasn't working due to the storm. Luckily she wasn't too far from her house, so she grabbed her umbrella and began to walk, figuring she'd use the phone there.

She was lost in thought and nearly tripped over Will, who had passed out on the pier. She shook her head, what had he gotten himself in to now? He was soaking wet and who knew how long he'd been there.

"Will?" Emma tried to shake him awake. "Will, are you okay?".

"Em!" He slurred, grabbing at her.

"What happened?"she asked.

Will slowly tried to get up, but fell back on his butt again.

"Hi Em! What brings you here?" Will asked.

Emma tried to help him stand up again.

"Look at you. You're drunk!" Emma stated.

He shook his head. "What ever gave you that idea Em? I'm fine. Really. I just need to get home,"

He staggered as he tried to walk. Emma grabbed his arm to support him, dropping her umbrella.

"Come on. Let's get you out of here,".

Emma let Will lean on her as she walked him towards her house. Emma got there and unlocked the door. Will fell on to one of the chairs while she ran in the back to grab some towels. Will's head fell forward as he tried to stay conscious. She walked back and handed it to him.

"A towel? Thanks Em, but that's not what I need," He looked at her with lust in his eyes that was unmistakable to Emma.

They had been playing the flirting game for months and although Emma had loved the attention, she hadn't taken it seriously. She didn't want to get hurt again, especially after he hurt her the first time. She had resolved to the fact that they were only friends.

She helped Will out of the chair.

"Come on Romeo, let's get you in bed," Emma smiled.

"Oooohh. I like the way you think!" Will retorted and put his arm more firmly around her waist.

Emma just laughed it off as she half-pulled him up the stairs. She tried to steady him against the wall while she opened the door. Will looked at her and put his hand on her shoulder.

"Do you know how pretty you are?" He slurred.

"Yeah, yeah. Let's get you some coffee," She added.

Emma opened the door and set him on her bed. He fell backwards and was silent as he looked up at the ceiling for a few minutes. Emma thought he had passed out, but while she was making coffee, she heard Will start to rattle off nonsense through his drunken stupor.

Smiling he babbled on "You are so beautiful Em. Sweet, sometimes a pain in the ass, but that's your charm,". Suddenly his mouth drooped and he furrowed his brow. "But I'm no good for you. You deserve the best," He slurred his words as he rambled on. "You're better than the most expensive jewels I could steal," His voice trailed off "Better than me...".

Emma had been standing in the doorway listening. She tried to hide her giggle as she approached the bed. She started taking off his shirt. Will put his hands on her arms.

"You know I love you, don't you Emma?" He asked all serious.

Emma's heart skipped a beat, but then she realized how drunk he was.

"I need to get you out of these wet clothes" She said and started to unbutton his shirt.

Will feebly grabbed her hands. "You don't believe me, do you?" He barely got out in one sentence.

"You're drunk Will. You need to sleep it off and everything will be back to normal in the morning. I need to get you dry before you catch pneumonia!" She told him.

She pulled his shirt back, exposing his chest.

"Is it so hard to believe Em? I've loved you for so long. I thought you loved me too," He sounded like a little boy, disappointed at Christmas.

Emma looked deep in to his brown eyes and wanted to believe it. How could she? He was trashed out of his mind and she was afraid to go there. To have her heart stomped on, her soul ripped apart. She had wanted this for so long- for Will to really be in love with her. She had loved him from the moment their eyes had met.

Suddenly Will pulled her towards him and laid a passionate kiss on her. At first she tried to pull back, but then just melted into him. After a minute, Emma finally did pull back and quickly got up, turning away as she put her fingers to her lips. She had never felt like that before. Will slowly sat up.

"Now do you believe me?" He asked holding his hand out to her.

"Will, you're drunk and I'm sure you're lonely. Really, you need to sleep it off. Things will be clearer in the morning," Emma tried to dismiss what had just happened.

Will finally got to his feet and leaned on the desk across from the bed for support. With his curly hair dripping wet, shirt open, he poured his heart out.

"Emma, please believe me. I know what you're thinking, but I'm not saying this because I'm drunk or I'm lonely. I don't know exactly when, but I fell in love with you. I don't know, maybe I've always loved you,". He put his hand on her shoulder and slowly made her turn to face him. "It's always been you Em,".

He kissed her again, this time Emma didn't try to pull away. Her mind went blank as she felt the warmth of his kiss, then the passion inside her welled and she began to kiss him back. Suddenly, Will lost his balance and they both fell onto the bed, with Emma on top of Will. Emma started laughing and then looked at Will. He had finally passed out.

She stood up and then just stared at him. She touched his lips with her fingers, ever so slightly. She hoped he would remember this in the morning.

It had only been a couple of hours when Will regained consciousness. He slowly tried to get up, but then grabbed his head with his hands. He had such a major headache! The room was still kind of spinning and he looked down to find he was only wearing his Jeans. He was trying to figure out what happened, when he started remembering the bar.

Then he heard the shower going in the bathroom. He didn't know where he was. He got up and put his now dry shirt on. The water turned off in the shower. A minute later Emma walked out in only a towel. Will's eyes widened.

Suddenly, it all flooded back. How Emma found him on the pier, his declaration to her, their kiss… She smiled as she realised he was up.

"I thought you'd still be out," She said nervously. "I had to get warm, my clothes were soaking wet," She stammered.

Emma grabbed some clothes out of her wardrobe.

"I'll be right back," She said and turned and walked back in to the bathroom.

Will was sitting on the edge of the bed, holding his head when she came back out. He looked up. He couldn't deny how sexy she was, as his eyes roamed up and down her body.

"How do you feel?" Emma asked.

"Like there is a ton of bricks on top me," Will described. He could feel the question coming from Emma, just by looking at her. "Thanks for taking care of me Em,".

"Sure. That's what friends are for, right? You need some coffee," She walked into the kitchen and returned a minute later with a cup.

He put it on the desk and then turned to Emma.

"I meant what I said earlier," He said as he put his hands on her arms. He felt her tense up a little bit and then she turned away from him.

"You were drunk Will. Hell, you're still half-drunk. It's okay. You don't have to continue with the charade," She tried to let him off the hook - even though she was hoping he wouldn't.

"I know. My head is still spinning, but I am not playing you. Look, I know we've been flirting back and forth for a long time. I'm sorry I cheated on you that time. I'm not good for you Emma and even though I know that, I can't stop thinking about you. I tried not to, but somehow I can't stop loving you. I really do love you Emma," Will confessed.

He leaned in and kissed her passionately. She ran her fingers through his hair and relished the moment. When they finally pulled apart, they sat on the bed and she looked deep into his brown eyes.

"I love you Will. I can't remember a time not loving you," Emma added.

They kissed again and then fell asleep in each others arms.