This is my first fanfic ever so please understand if it's not the best. But please review so I can get better! This takes place during "Funk" but Finn is not in love with Rachel in this story.

Rachel stared at the ground, slumped down in her chair. She had barely spoken during Glee-for the first time ever-and now she looked on the verge of tears. Will stiffened. She was obviously still hurt that Jesse had dumped her. He tried not to feel angry. He had humiliated her in front of everyone and completely lied about his motives for dating her. But the only reason Rachel had started dating Jesse was so no one would get suspicious of her and Will. So why did she look so heartbroken?

It was bad enough when he's had to watch them together every frickin' day like that perfect high school couple. Rachel had assured him day after day she had absolutely zero feelings for Jesse; he was simply there to protect Will, blah, blah, blah. And now here she was, looking like someone had just kicked her puppy to death.

"Rachel." Will said. She looked up. "I'd like to see you in my office."

She sighed, knowing what was coming. She had seen that jealous glint in his eye as he glared at her all through Glee rehearsal.

He shut the door behind them and began pacing in the small space. "You seem pretty damn upset that Jesse left."

She stared at him incredulously. "Of course I am. He was using me!"

"YOU WERE USING HIM!" Will roared suddenly.

Rachel flinched.

He took a deep breath. "Do you love him?"

She looked down. "It's not the easy."

His eyes narrowed dangerously. "Yes, it is. Tell me, Rachel!"

Conflict raged in her big brown eyes. "No, I don't love Jesse. I care about him, yes. You've always meant the most to me but this still hurts!"

Will didn't know whether to be happy, sad, or pissed. Happy because Rachel loves him most. Sad because she still had liked Jesse. Pissed because Jesse had hurt her.

"You told me you didn't like him at all. You said he was awful, and that you wished you didn't have to date him. How long have you been lying to me?"

She looked at him, pleading with her eyes that he'd understand. "A few weeks after he asked me out, I began to develop feelings for him. But they're nothing compared to how I feel about you! I swear, Will, you mean more to me than Jesse ever could. I am so, so sorry."

He turned her back to her and ran a hand through his hair. "So, what, you just thought it'd be okay to have a fling with the teacher while you dated someone more realistic? You'd have someone to show off, take you to prom, get married..."

Rachel leapt out of the chair. "No! Will, no! Please, it wasn't like that."

She reached for him and he flinched away from her hand. Her eyes filled with hurt.

"I want you to do be all those things. Jesse was the fling; you're the one I want. Please, I'm so sorry!"

Will spun back around with wide eyes. "You'd want to marry me?"

Her lips parted and she stammered. "I... well, um, yeah."

"Will you stay with me?" the childish question fell from his lips before he could stop it.

Rachel looked up at him, eyes sparkling with tears. "I'll always want to be with you, Will. I can get over Jesse. You're, you're everything to me."

Will relaxed a little and stroked her cheek gently. "I'll always need you."

She stood, seeking the safety of his arms. He understood and enclosed her in a hug. He kissed her head, her cheek, moving closer to her lips.

Rachel lifted her head, letting him know he could kiss her. Will did and was instantly entranced by her soft, full lips moving in sync with his own. He ran his tongue along her bottom lip and she opened her mouth to him. He let his tongue slip into her mouth, playing with hers. Rachel ran her fingers through his curls, causing Will to pull her tight against his body.

"Well, well what do we have here?"

They sprung apart to find none other than Jesse St. James with a sneer on his face. "Here I was, just looking for Mr. Shuester and look what I found!"

Rachel looked terrified. "J-jesse, what are you doing here?

Will glared at him. "What do you want, St. James?"

"Hmm, what do I want?" Jesse mused. "Rachel."

"What are you talking about? You dumped me!" she exclaimed.

Will smirked satisfactorily at her obvious distaste.

"Yeah, well I never really got what I wanted, did I?" he remarked running his hand up her thigh. "All that 'I'm not ready' crap but it was really 'cause you were banging your teacher."

Will slapped Jesse's hand away from Rachel. "Not a chance in hell."

"Didn't your mommy ever teach you to share?" Jesse mocked.

"Why are you doing this?" she whispered. "I thought you cared about me."

Jesse snickered. "It was a job, babe. Gotta kill the competition- you should understand that. But you're actually pretty hot, so I think I deserve a little reward for this."

Her face contorted with rage, "How dare you! I can't believe I ever saw something in you."

"Listen, either I get Rachel or Shue get fired and jailed, while she gets expelled."

Will clenched his fists wanting nothing more than to punch Jesse St. Jackass right in his smug face.

Rachel's expression morphed into horror as she considered what he had said. "I'll do it."

"Great. Pick you up at nine, babe." He leaned forward. "Wear something sexy, okay?" Jesse walked out the door laughing.

Tears were running down her face but she barely noticed.

He stared at her, shocked. "How the hell can you agree to this?"

"I have to, Will!" she cried. "I can't let you get in trouble for us, not ever! They don't understand; I can't let them take you away."

HIs eyes brimmed with tears. "You love me that much?"

"Yes." she answered without hesitation. He grabbed her into a second hug, but for very different reasons than the first.

"I don't want him to touch you." Will whispered into her hair. Rachel held him closer.

"I know. Me neither."