A/N I really wanted another Will/Shelby fanfic so I decided to write one.

Will POV

Shelby Corcoran was known for being unemotional, hard and impossible to crack, Will knew this, but he also knew about all the drama surrounding her and Rachel's rather unusual reunion, this left him wondering about what Shelby was truly like. He had met her a handful of times, once on account of the fact that her students had trashed his choir rom and the other was to try and straighten out her relationship with Rachel. These two encounters with Shelby left him a bit uneasy, he did not particularly like her and she did not particularly like him. He thought that her teaching style was unnecessarily harsh; she was known to make her student's cry, and even some of her fellow faculty members on certain occasions. There not liking each other had never been a problem until now because Rachel had asked them both to help her with an audition for the Interlochen summer camp. Will wondered how this would turn out, he felt really intimidated by Shelby but he promised himself he wouldn't show it. He was currently siting in the parking lot of Carmel high school, they would have worked at McKinley but Shelby had insisted on working at Carmel because of their state of the art auditorium. Will sat in his car, he looked around the parking lot and then down at the dash board, it read 3:02 he grabbed his briefcase got out of his car and walked into the school.

Shelby POV

Shelby was currently sitting at her place dead center of the auditorium at her director's podium. She was not excited about this meeting, of course she was ecstatic that Rachel wanted her help especially since auditions were her forte, but she was rather off put by the fact that Rachel had also asked Will to help her. Shelby would have preferred to work one on one with Rachel and to not have any other input. But that wasn't the real reason she was irritated. Shelby didn't like Will, at all. She found that he babied his students and did not push them to their full potential. She also thought that he was way to involved in his students personal lives. She still had no idea how he found out about the whole issue between her and Rachel, and she would most defiantly have preferred that he kept out of it, but he didn't and that made her mad. Shelby looked up and saw Will enter the auditorium and start to walk down towards her. She rolled her eyes and groaned to herself.

"Great, now I'm alone with him." Shelby thought as she looked down to check her phone and quickly texted Rachel to ask her she would be arriving.

"Hey" Will said setting his briefcase down and taking a seat next to Shelby "Long time, no see."

"Yes" Shelby said in an annoyed tone, she stood up and started to shuffle the papers that were out on the table in front of her, blatantly paying no attention to Will at all.

"So do we have a game plan for when Rachel gets here?" Will asked standing up and slowly gravitating towards Shelby, "I'm sure you have had a lot more experience with this stuff than I have."

"I thought she could sing her audition pieces and we could give some feed back then maybe do some scene work." Shelby replied.

"Great" Will said

"Look, I'm sure you know that I don't really like you, so I want to be perfectly clear, I am only hear because Rachel asked me to be, if it had been anyone else I wouldn't have come. " Shelby stated blatantly.

"Great" Will repeated in a less cheerful tone than before. "This is going to be a long night he thought to himself."

"Hey, sorry I'm late." Rachel apologized as she skipped down to the director's podium where Shelby and Will were standing. "I got caught in traffic on the drive from Lima, I hope I didn't keep you waiting to long."

"No, not at all." Shelby said, as she gave Rachel a tight hug. "'How was school?"

"All of my classes are fine but, there has been so much drama in glee lately, I'm sure Mr. Shue has told you all about it." Rachel replied happily, Shelby quietly groaned as she shot a menacing glance at Will.

"Well, lets get started" Shelby said, "Rachel why don't you perform you audition song."

"Sure," Rachel said, "I think I am going to sing Don't Rain On My Parade."

"That is a great choice!" Will said, "I'm sure you will blow the judges away with that song, you always nail it."

"Are you kidding?" Shelby retorted, "Rachel, don't you have anything else? I know you are great at that song, but don't you think you should expand your horizons?"

"Why are you dismissing her song choice? She should sing something she is confident with." Will said getting a bit defensive.

"She has a great voice, she should be confident in anything she sings, I am merely suggesting that she should try a different song." Shelby shot back.

"I'll just sing a different song if you guys are going to argue over it so much, geez." Rachel said awkwardly, breaking the staring match between Shelby and Will.

"Why don't you go down to the stage, ill turn the lights on." Shelby said. As Rachel made her way down to the stage, Will and Shelby sat down, one a couple seats away from each other. Will glanced over at Shelby, she caught him looking so he turn turned away quickly.

"Since I won't be singing Don't Rain on My Parade, I am going to sing Reflection from Mulan". Rachel said with a microphone in hand.

"Huh, interesting song choice." Shelby said under her breath, Will furrowed his brow at this remark as Rachel started to sing.

Look at me,
I may never pass for a perfect bride, or a perfect daughter.
Can it be,
I'm not meant to play this part?
Now I see, that if I were truly to be myself,
I would break my family's heart.

Who is that girl I see, staring straight back at me?
Why is my reflection someone I don't know?
Who is that perfect bride?
It's not me, though I've tried.
When will my reflection show, who I am, inside?
How I pray, that a time will come,
I can free myself, from their expectations
On that day, I'll discover someway to be myself,
and to make my family proud.
They want a docile lamb,
No-one knows who I am.
Must there be a secret me,
I'm forced to hide?
Must I pretend that I am someone else for all time?
When will my reflection show, who I am inside?

As the last note rang out through the auditorium, a silly grin spread across Rachel's face. Shelby smiled, she knew Rachel's enormous potential and she and Will both applauded.

"Rachel, that was amazing, the best you have ever done!" Will said ecstatically "You sing like that in your audition and I am sure that you will get accepted!"

"Thanks Mr. Shue," Rachel replied, "Mom? What do you think?"

Shelby was a take aback a little, she defiantly wasn't expecting Rachel to address her as mom, she sat up a little straighter in her chair. "I was good, but you still need to work on your breath support, and I think your over acting, I am all for dramatic interpretation but tone it down a bit." Shelby said, her tone wasn't menacing but it was still stern.

"Really?" Will said looking at Shelby from a couple seats down, "I thought her acting was fine?"

"If you are going to contradict everything I say, there is no point in us both being here. I want her to improve her singing I'm not going to baby her along." Shelby shot back hotly, making sure to send a death glare towards Will. Rachel stood awkwardly on the stage as Will and Shelby bickered from their seats, it was like two six year olds arguing over who was going to be the line leader. Finally, Rachel interrupted their argument,

"Can we continue working now? It's getting late." Shelby and Will who initially had their backs to the stage immediately stopped arguing whipped around to face Rachel.

"Of course, lets continue," Shelby said, and Will nodded in agreement. The rest of the evening was spent is awkward silence as the two adults would occasionally give their opinions, and one would roll their eyes at the other.

"Bye Mr. Shue! See you tomorrow." Rachel said as the three gathered their things to go.

"Goodnight Rachel, Shelby." Will replied, turning to leave the auditorium.

"Mom, what was going on tonight?" Rachel asked, turning to Shelby.

"I have no idea what you are talking about." Shelby said, a blank expression lay across her face.

"You know exactly what I am talking about, you kept arguing with Mr. Shue, do you not like him or something?" Rachel said.

"Well, no, I don't particularly like him." Shelby stated as she closed her purse and got her other bags.

"Why not?" Rachel asked, "He's really nice, I thought you would get along fine. Give me one good reason to not like him."

"Well… I…" Shelby sputtered, she was blanking, but she knew she had a reason.

"I think it's just the sexual tension between you too." Rachel said laughing to herself as she started to walk away.

"EXCUSE ME?" Shelby said, taken completely by shock with a disgusted look on her face, "That is completely absurd, there is no way that I will ever…" Rachel cut her off.

"You know what I am talking about, don't lie" Rachel smiled, once again laughing.

"I can't believe that even crossed your mind." Shelby said with a groan, and the two walked out of the auditorium.

A/N I know things are getting off to kind of a slow start but they will heat up.