A/N: Sorry if the whole "Carl the Dentist" thing gets annoying, but I picture Will saying it kind of bitterly or sarcastically... Anyway, hope you like it :)

Will knew the moment he saw the two of them together, that this was Carl the Dentist.

It was after Glee practice, with Rachel biting at his heels to talk more about the plans for next year's attempt at Regionals, when he saw them. Carl the Dentist must have been there to pick Emma up; the two were leaving Emma's office, and walking away from Will – in the same direction Will was going.

"Rachel, take some notes down for me, and even come up with some new ideas and songs we can use next year during the summer. But I have to go."

Will stepped ahead of Rachel, leaving her almost bursting with ideas in the middle of the hallway behind him. "Emma!" He called.

The two turned, and Emma's eyes widened at the sight of him. He slowed down his jog to a stop; he couldn't help but eye his competitor for Emma's heart. Carl the Dentist was well built – a little taller than Will, with pleasant green eyes, and dark brown hair. Emma stuttered in her attempt to introduce the two of them, when Carl the Dentist leaned down and whispered something in her ear. She blushed, and Will felt a pang of jealousy strike his heart - he was sure he could only make her blush like that.

Carl the Dentist cleared his throat, and offered Will his hand. "You must be Will. Emma's told me so much about you."

Will hesitated, but shook his hand anyway. He locked eyes with Emma, trying to show her what a good sport he was being. He could wait for Emma to be done with... Carl the Dentist. "It's nice to meet you too."

There was an awkward moment, and Carl the Dentist cleared his throat again. "Emma, why don't you run along and meet me at your place?"

Emma's eyes looked at Carl's – questioningly? Will wondered – but ultimately nodded her goodbye to Will, turned on her heel, and left the two of them to listen to her heels clicking as she walked away. Both men turned to watch her walk away, and as soon as she turned the corner, Carl the Dentist turned back to Will.

"Look," he hissed, his demeanor completely changing. His green eyes became harsh and his body rigid. "If I see you come near Emma, I'll make sure you never see her again. That includes saying anything I don't like, and touching her in anyway I don't like."

Will shook his head in surprise. "Um, excuse me?"

"I know what's going on between the two of you – you're in love with her. But she's with me now, and you better not mess this up for me." Carl the Dentist glared at him.

"Emma's a grown woman, she can talk to whoever she wants," Will answered, taking a step forward. He was challenging him.

"She'll do whatever I tell her to do. I'm the only one who will put up with her issues – other than you, and you screwed that one up royally didn't you?" Carl the Dentist laughed in Will's face.

Will's eyes hardened. "Why are you even with her if she has 'issues' then, as you call them."

"Did you see that ass? And that body... wow. It's perfect. I mean, I've always had a thing for redheads, but a redhead with a body like that... score!" Will almost thought he was going to put his hand up for a high five. "Besides, it's always the crazy ones who are freaks in the bed," Carl the Dentist winked. "And it's even better – because she's not even the dangerous crazy type. It's a perfect deal for me."

Will threw the punch he had been holding back, and it landed square on Carl the Dentist's jaw. He staggered back, and turned his face away from Will. "Emma is a person, who deserves more respect than that crap." Will held his breath, as Carl the Dentist began to turn – he tensed, waiting for the punch Will was sure was coming for him.

Instead, Carl the Dentist smiled, and offered Will a hand, while his other was rubbing his jaw. His green eyes became pleasant again, and his body relaxed. "Wow you throw quite a punch," he laughed.

Will, in confusion, shook Carl the Dentist's hand, albeit suspiciously. Carl the Dentist had a pretty good grip.

"Let's grab a cup of coffee." Carl the Dentist moved aside, and clapped a hand on Will's back as he led him down the hall. He was chuckling at Will's confused face.

Will was silent as Carl the Dentist drove them to a family-owned coffee shop, which Will recognized as being close to Emma's apartment. Carl the Dentist, however, was all smiles, still absently rubbing his jaw where Will had hit him, and making comments such as, "You can really throw one!" followed by laughter. Will couldn't see what was so funny – he had disrespected Emma, and now this Carl the Dentist was beginning to get on Will's last nerve. Will's intuition told him to follow him into the coffee shop, and his curiosity about what was going on, kept him where he was. Not a few minutes later they were both seated with a cup of coffee – Carl the Dentist paid.

"I've been friends with Emma since kindergarten." Carl the Dentist grinned as Will spat out some coffee – and choked on the rest of the mouthful.


"Let me started at the beginning. I just moved from Columbus to open my own dentist practice; I now live just one town over. I had called Emma last week to make plans to get together – we hadn't seen each other in years, but had kept in touch through the phone. I had plans to meet up with her this weekend actually, but a few nights ago, I got call from her, in absolute tears, telling me about this guy -" Carl the Dentist smirked over his mug as he took a sip of coffee, "you."

Will swallowed, recalling that he had left Emma in her office a few nights ago looking pretty upset... that was the day she had told him she was dating Carl the Dentist.

"Apparently," he continued, "you wanted to get back together with her or something? And she was so put on the spot, she remembered my name, and a story came flooding out about how we're dating now. I was meeting with her today in her office to sort all this out, and figure out a plan when you saw me early."

Will was still hazy on the details, but one thing stood out: Emma wasn't dating Carl the Dentist. "So... you aren't dating?"

He laughed good-naturedly. "No, we're just friends. But think of me as another brother. Which is why I decided to see how you truly felt towards Emma." He smiled. "I didn't plan on getting laid out by a Spanish teacher!" He laughed again, rubbing his jaw. "I think I'm gonna have a huge bruise tomorrow."

Will felt his cheeks burn with embarrassment. "I am so sorry," Will said, fidgeting. "I had no idea..."

"Don't apologize – you did exactly what I wanted you to, and exactly what I would have done."

When he took a sip of his coffee, Will couldn't help but notice that Carl the Dentist seemed like a much friendlier person than he thought. Maybe he'd start to call him by just Carl now, and Will smiled absently.

"Now," Carl put his coffee down, "I don't want to hear about what happened between you and Emma, it's none of my business. But I am going to warn you that if you're going follow through with this thing with Emma, I'll come back – with her brother if you hurt her. And you really don't want her brother here."

Will couldn't help but smile at the well-meaning threat. "I hear you loud and clear."

Carl nodded. "Well, we better get over to Emma's – she's gonna think I've killed and buried you."

The two men chuckled, as they left their mugs on the table, and headed back to the car.

Will was happy to learn that Carl was more than willing to talk about the redhead they had in common. He told Will that Emma's brother, Jake, still felt incredibly guilty for the incident that led to her OCD, despite Emma forgiving him numerous times. Will was not looking forward to meeting Jake Pillsbury; the way Carl was describing the Marine made him very nervous.

Carl was turning out to be a very nice person, with whom Will saw himself becoming fast friends with. Of course, Will eased a bit after learning that Carl was married, with twins waiting for him at home.

They made it to Emma's apartment door, and Will let Carl knock. After a moment, Emma pulled back the door, and Will could see the look of relief on her face when she saw the two of them smiling.

"Um, hi," Emma said, opening the door to let them in.

"Hey Em, I won't stay long. I'm sure you two have a lot to talk about." Carl leaned over and kissed Emma gently on the cheek. "I'll call you about setting up another time to catch up." Will stepped beside Emma, as Carl turned to leave. Carl looked him up and down, and gave him one last smile. "Not that it matters to you, Em, but I approve." With one last wink, Carl left and Emma closed the door behind him.

She stayed facing the door for a few moments, and then slowly turned around. "So... you know?" She asked, slowly.

Will smiled. "That you two are just friends? Yes."

"Oh..." Emma looked down at her feet. Her eyes shot back up again, as she suddenly found what she wanted to say. "Will, I'm sorry for lying to you, but you just - " her eyes were filled with tears.

Will cut her off. "Emma, you don't have to apologize. I should be apologizing. And I will gladly spend the rest of my life apologizing for the mistakes I made, and the pain I put you through. I shouldn't have started anything with you before I figured myself out – I wasn't thinking clearly." He moved closer to her, and curled his hand around the back of her neck, his fingers buried into her soft hair. He pulled her closer to him; her hands rested on his chest.

"I, um..." Emma visibly swallowed. "Will, I... I love you too."

Will's face broke out into a smile. He leaned down, and gently kissed her, wrapping an arm around her waist. When he pulled back, he had an apprehensive look on his face. "So does this mean I get another chance?"

Emma bit her lip. "Yes," she answered softly. "But please don't do that to me ever again... I don't think I could handle it."

"Never," Will replied. He hugged her close, and kissed the top of her head.