Dark Wings: Omg! I just wrote het! For my Friend of course. She's a huge Will/ Rachel fan. So please. If you don't like this, keep it to yourself but I do love reviews.

Disclaimer: I don't own Glee.

Will stared out at his Spanish class students. Most were working hard on the test that he had handed out earlier that class period while some (like Brittany) were staring off into space with a dazed expression on their faces. He chuckled to himself and continued to flip through the music book looking for the next song for the glee club to sing. A soft knock on the door fame to his class drew Will's attention from the book to the unexpected guest. Rachel stood in the doorway looking a bit insecure and shy, especially wearing the grandma looking floral dress that had pockets in the front with a shrug. She approached Will's desk quickly without waiting for any signal of acknowledgement.

"Can I talk to you Mr. Schue?" Rachel asked quietly, twisting her hands in front of herself. Will looked a little confused for a moment before nodding.

"Sure Rachel. What can I help you with?"

"Can we talk privately? This may take a while." She said a light blush covered her cheeks.

"Yeah, hold on. I have to get someone to look after the class." He stood and they both walked into the hall just in time to run into Sue Sylvester. "Oh Sue! Can you watch my class for me? I need to talk to Rachel. It's rather important." Sue looked at him for a moment, her eyes narrowing as she glared at him.

"Exactly why William should I have to-"Sue started but Will quickly cut her off. "Thanks Sue!" he said as he and Rachel walked away from her with Rachel leading the way. As they walked they heard for Sue make an oath of revenge before slamming the door to Will's classroom behind her. Rachel walked into an empty classroom and motioned for Will to close the door after he walked in. "Okay Rachel what's going on?" Will inquired after closing the door and turning towards Rachel with his arms crossed. He had expected for Rachel to immediately start ranting about enough solos in glee club or go on about something in her love life, not for what happened next. Will pushed Rachel awake from, utterly shocked that Rachel had just kissed him! "What the hell? Rachel, what are you thinking?" Will asked, wiping his lips and stared at Rachel in both shock and horror. Rachel stared at Will with an almost predatory look in her eye that disappeared as quickly as it appeared in her eyes.

"I'm sorry Mr. Schue, but I can't help the way I feel for you. I…I need you Mr. Schue. Please. I don't want to like Quinn or the others. I don't want some inexperienced or a man-whore to be my first."

"Wait… are you asking me to have sex with you? Here?" Will asked. He wasn't sure what exactly surprised him more, the fact that Rachel wanted to give her virginity to him or the fact that he didn't really care and was hard from just the thought of taking her.

Rachel nodded as she removed her shrug, a blush dark on her face as she slowly approached Will again. "I've wanted you for a while. Please Will." She tossed her shrug to the side and looked up at Will shyly. Sense Will's reluctance Rachel leaned up and gently kissed Will again and pressing a little more pressure until he reacted. Will grabbed her arms and pulled her closer, deepening the kiss. Rachel moaned into the kiss, letting Will's tongue enter her mouth. Will reached behind him and locked the door before lifting Rachel up so she could wrap her legs around his waist as the continued to kiss and move deeper into the classroom away from any windows.

"Will!" Rachel gasped as Will thrust against her causing her to rub back against him. Will chuckled as he settled her down the student teacher desk in the back of the room. She smiled and pulled him down into another kiss as she began to tug off his tie and unbutton his shirt. Will groaned softly as he helped her pull off his shirt and unbuckle and unzip his pants while still kissing.

"Wait! Protection!" Will said, pulling away from the kiss. Rachel blushed darkly as she pulled a condom out from the front pocket of her dress. "Oh, Rachel, where did you get it?" Will smiled and took the condom and opened and pushed down his pants and boxers.

"My dads, they have a bunch sitting out and-"She was cut off as Will kissed and rolled the condom onto cock. Rachel moaned as Will slowly moved his hand up her legs, making her shudder and gasp as he grabbed her underwear and slowly pulled them down and off her. "Now, please! I need you in me now! I can't wait any longer" She begged him. Will kissed her again, pushing up her dress above her waist and slowly pushed into her. Rachel clamped her hands tightly onto Will as she stuck through the pain.

Will peppered her face with kisses as he waited a bit before pushing in more. "You're doing great, just a little bit more." He reassured, kissing her again deeply then kissing down her neck and stroking her body while wrapped into her tight wet body. Rachel gasped as she felt herself being stretched. Will began to slowly pump in and out of Rachel causing her to whimper in pain and then gasped as he hit her G-spot.

"There!" She cried out, her nails digging into the fabric of Will's shirt that hung loosely from his body. Will grinned and began to pound into her, rocking the desk with the force of his thrust and causing Rachel to moan and try to stifle her cries of pleasure. It had been a while since Will had last had sex and he felt his orgasm fast approaching as he leaned down and kissed Rachel deeply. He had managed to push the top of her dress and was massaging and playing with breast as he thrust into her deeper. Her legs hooked around his waist drawing him in closer and helping with the deep thrust. "Ah! Will! I feel.." She trailed off because of the pleasure from her orgasm. She stifled her cry of pleasure by biting Will's shoulder. Will moaned into her ear as her warmth tightened around him, dragging out his own orgasm. "Rachel!" he gasped, slowly rocking in and out of her for a while. Rachel lay of the desk boneless as Will pulled out of her and pulled off the bloody and cum filled condom.

"Rachel." He began but was cut off when Rachel, whom had sat up, leaned forward and kissed, Will gently and smiled.

"Thank you Mr. Schue. It was better than I had hoped for. Thank you, but umm can you help me get home?" She asked, blushing. Will laughed and nodded.

"Yeah, of course." He smiled and helped her off the desk and out of the room.

Dark Wings: ta-da!