A/N: This is my first fanfic, so reviews are much appreciated. Enjoy!

The alarm clocked blared in Rachel's ear, and for a brief moment she thought her brain was on fire. She moaned into the pillow and felt around for the offending electronic on her nightstand, not bothering to lift her head up. She brought her hand down on the snooze button, silencing the assault on her ears. With a concentrated effort, she rolled over and stared at the ceiling. She thought of what day it was and let out a contented sigh. It's Friday, she thought. She had Glee Club rehearsals on Fridays, and that meant being in a room with Will Shuester. I could stare at that man for hours. I better get a seat in the front, he's been taking his vest off because of the heat. He's so yummy. Rachel thought, a sensual smile playing about her lips. With another sigh, she jumped out of bed to start her morning routine of an hour on the elliptical machine and then an hour of voice exercises. Afterwards, a nice long shower followed by hair, makeup, and getting dressed. She took more time to get ready on Fridays than she did any other day of the week, but today was different. She had to look perfect today, because she was ready to make her move.

She hurried down the hall to the Music Room, stopping to check her reflection one last time in the glass of announcements display in the hall. It was here lucky day since she arrived at the room before Finn and Quinn could take the front seats closest to the chair where Mr. Shue would sit during the performances.

Mr. Shuester was gorgeous; there was no way around it. He was tall, with broad shoulders and a thin but muscular body. She loved the way his hair would sometimes fall into his eyes when he would look down to review his notes. He sometimes wore tortoise shell spectacles that gave him a geeky chic look that brought attention to his startling sapphire eyes. He had a thin nose, and fine chiseled cheekbones that looked like they were carved out of marble.

Still, Rachel thought his best feature was his lips. Just a bit too large for the rest of his features, they were full and luscious. When he spoke, they would tease into all manner of delicious quirks as he animatedly spoke about syncopated rhythm or pitch. Being a young teacher, Mr. Shue would wear a vest and tie to class every day in an effort to appear older. By the middle of rehearsal, however, the vest was forgotten and he would roll up his shirt sleeves and loosen his tie. The dress rehearsal time flew by, and before Rachel knew it, her fellow glee club members were filing out of the room.

It's now or never. Rachel chided herself as she walked towards the front of the class. They had been in Glee for six months, and she kept trying to think of ways to get Mr. Shue alone. Her task was made all the more difficult because singing was one of her best talents. She was better than all the other members, so she couldn't use the excuse that she needed tutoring. She had taken Spanish her freshman year, so she couldn't use his class an excuse. Her chance came when he assigned each member to sing a solo that they believed best reflected their personality. All students had to submit their final song selection and discuss it with him individually. She scheduled her office time with him for the day before Spring Break, that way if she made a fool of herself, she could use the week off to recover from it.

Rachel had dressed for the occasion, her eye on the prize. She wore her favorite sundress, a light green strapless number with tiny white polka dots. Her amble bosom was barely contained in bodice, and the dress stopped several inches above her knee. She paired it with a white cropped sweater, so she wouldn't look too slutty. She kept her makeup minimum, guessing that the Mr. Shue wouldn't be into sluts. She left her long brown hair down, curling the ends to make it look soft and romantic. She was the only student to schedule her meeting today, since most of them were leaving for vacation right after class. As each step brought her closer to his office, she felt the butterflies in her stomach take flight…

Will sat at his desk, staring out the window onto the campus below. It wasn't that long ago he was a student, roaming these same hallways. A frustrated sigh escaped his lips. He didn't know what Principal Figgins was thinking, how was he supposed to be a professional when the students were only 10 years younger than him? The male students didn't take him seriously, and the female students (and a few males, if he was being honest) visually undressed him while he taught. He had become adept and tuning them all out while he focused on the class lecture. Then there was Rachel Berry, the exception to the rule. She was intelligent, charming, and actually seemed to be listening when he spoke. He also couldn't help but be jealous of her natural talent and grace when she performed, it made him just a bit more vocal about her faults when she did slip up.

He was looking forward to see what Miss Berry had selected for a solo. Will was certain it would be a Streisand song and this meeting would be over quickly. He was looking forward to being home alone, drinking his loneliness away. Still, he couldn't help but hope that the meeting with take a bit longer; Rachel was quite attractive. She had a propensity to wear very short dresses and sit near the front of Glee Club , which distracted him to no end. She would fidget in her seat, and it would make for sordid thoughts about how it would feel to have her fidget on his lap. Once, she had stopped him to discuss with him at length a particular assignment. While he stood next to her, he could smell her floral perfume and it made him hard instantly. Will had to inconspicuously place his briefcase in front of himself. After that interaction, he kept thinking what it would be like to run his fingers through her auburn hair, to taste her tanned skin.

With a shake of his head to clear his thoughts, Will stood up from his desk in preparation to meet Miss Berry. She strode in the same moment he rose from his desk, as if on cue. He had seen her skimpy dress during rehearsal, her long tan legs crossed demurely as the dress rode up her thighs. She smiled brightly at him and he felt himself grow hard. This is going to be more difficult than I thought. He internally groaned. He found himself staring at her impressive cleavage, realizing a bit too late that her mouth was moving. Oh crap, she's talking to me! He smiled and nodded, hoping it would cover his blunder. Her smile got wider, meaning he was definitely caught in the act.

He is staring at my chest, there is a chance! Rachel thought after a moment, when she realized that the Mr. Shue wasn't listening to her when she was explaining her song selection. He had gotten a slack jaw, glazed look and then snapped out of it almost as quickly. He had taken the tie completely off, and had undone another button, showing just a peak at his undershirt. Rachel felt herself getting wet between her legs just thinking of all the dirty little things they could do in his office. When she had walked in, she had closed and locked the door without him knowing; now it was time to put her plan into action.

She handed him her notes and began discussing her song again. Mr. Shue leaned against his desk, nodding occasionally. Rachel would intentionally lean over him to point and certain area of her sheet music. "This is the tempo I'm not sure of…" she began. Will only hear the first few words, he was wrapped up in just how close she was to him. He body was too close to him, he could feel her heat. She did this a few more times, each time getter just a bit closer to his long, angular body. He backed up a bit and stammered "R…Rachel, would you care to get more comfortable and take a seat? If I don't get some distant from her, I'm going to take her right her on the desk. Will worried his bottom lip. Instead of seating herself in one of his chairs, Rachel put both palms on either of his shoulders and looked into his eyes. She licked her lips slowly; Will subconsciously did the same. She could see the want and need warring within their depths. She smiled and said "Why yes, Mister Shue, I'd love to get comfortable with you."

Before she could stop herself she threw herself into his arms and her tongue was working its way past his lips and teeth. One hand was on the back of his neck, massaging him gently and the other was on his lower back, pressing him against her. Will succumbed, allowing himself to respond even though his mind was screaming for him to stop this before it went too far. Rachel bit his lip gently, and Will let out a low moan. Instinctively, he responded by pulling her even closer and lifted her off her feet. Will moved towards his desk, urging her onto her back and slid her to the edge of the desk. He slowly lifted her dress and removed her panties and slipped his finger inside her hot, wet core. He watched his finger slide in and out of her for several seconds before added another finger and she moaned in approval. He gripped the backs of her thighs and pushed her knees to her chest. When her pussy was wide open to him, he sunk his fingers into her once more and continued his frenzied pace. He then lowered his head and licked up the length of her, gnawing on her swollen clit. She moaned loudly and he repeated the process, only this time, he avoided her clit.

Rachel moaned as he teased her, whimpering for him to go faster, for him to bite her again. After what felt like an eternity he complied and she fisted his hair in her hands. He legs opened wider and she arched off the desk as her orgasm shook through her and she tried to pull away and catch her breath. He placed his free hand on her stomach to hold her still. He continued to suck at her tender flesh until she moaned out for the second time, wetting his face with her quim.

"Will, please?" she shouted. The words rolling off her lips sounded completely foreign and she was reminded that this was her teacher and they were in his office. She needed to be quiet or they would get caught. One more flick of his tongue and she forgot just as quickly as she remembered. "I want to feel you inside of me…"

With a grin, he stood and stared down at her flushed cheeks and ruby lips while she panted on his desk. He swallowed, still tasting her vividly and pulled down the front of her dress. As her breasts spilled from her top, he moved a hand between his legs and unfastened his trousers. He dipped his head to her chest to take one pink nipple into his mouth and entered her with one swift motion, taking her breath again. He hoped that the distraction would lessen any discomfort she might have; he wasn't sure how experienced she was with sex.

"Oh Yes!" She keened, urging herself upward so he was even deeper. "Oh Yes!" Will grunted as he pulled back and thrust into her again and again. He had been prepared for how wet she was, but he hadn't been prepared for how tight she was. As he pulled back again, he honestly felt like he was being sucked back into her. "Oh God!"

Rachel bucked upward, meeting him thrust for thrust. With Finn it had been short and sweet. This was carnal, forbidden and felt amazing! Will felt her writhing under him and gathered her into his arms, never pulling himself out of her. She wrapped her legs around his waist tightly and let him pin her against the wall of his office. Their faces were only inches apart and she pulled his mouth against hers, biting his lower lip as he slammed into her over and over.

She felt a slow, warm burn begin in her center and moaned against his mouth. As her third orgasm hit, she tilted her head back and moaned his name. It was as if stars exploded in her eyelids and she felt slightly dizzy from the release. The sound of her pleasure filled voice acknowledging him pushed him over the edge and he released himself in her, soaking her womb with his release. He went weak in the knees and sagged against her, resting his head on her chest. They stood there for some time, struggling to catch their breath. Rachel was nuzzling her nose into Will's hair, her fingers lazily stroking his back. Will was holding Rachel in a warm embrace, not wanting to let go.

"Mr. Shue?" she said quietly. Even after that fantastic sex, she still felt awkward calling him by his first name. She felt him chuckled as he trailed kissed up her neck. "Rachel, you can call me Will" he replied as he looked deep into her eyes and captured her mouth. "Will, I better get going..." she said quietly. He knew she was right, the longer they stayed the more likely they would be discovered. With a groan, he backed away from Rachel and began to get dressed. Rachel instantly missed his warm body next to hers. She straightened her dress and looked for her panties. When she turned around, Will had them dangling from the tips of his fingers. His eyebrow was quirked up and his fantastic mouth was arranged in a smug grin. She sauntered up to him, and put her hands on his broad chest and leaned in to whisper in his ear. "Do you have plans for tonight? My Dads are out of town all weekend." she purred. He wrapped his arm around her waist and pulled her closer; her arms went around his neck. He nuzzled the sensitive skin below her ear and whispered his idea of what they could do for the rest of the evening. She giggled and nodded her head in agreement.

Will grabbed his briefcase and she grabbed her bag. As they were walking out, a thought occurred to him "Rachel, how did you know that I was attracted to you?" She smiled wickedly. "Why Will, I thought you'd be smart enough to figure that out on your own?" Their laughter echoed through the deserted hallways as they walked out to his car.