Will was leaning against the wall outside his bathroom door. He had already tried on and taken off his batman uniform, which fit very well. He had his own abs but the abs on the suit didn't hurt. "Rachel, come out."

"No!"

"I'm sure it looks fine." Will smiled at how shy Rachel was being.

"It's too big, it's way too big!"

"Okay, well, we'll fix it just… come show me."

Will watched as the bathroom handle opened and Rachel walked out. He couldn't help but laugh at the black and yellow leather costume that was probably two sizes too big on her.

"Shut up." She said as she walked back into the bathroom to look in the mirror. Will followed her.

"It looks..."

"Don't say it looks okay. Don't!" She laughed at herself and used her hand to pull the costume tighter behind her back.

"We can fix it. Change back and we'll sew it and," Will walked up closer so he was standing behind her. "It'll be fine."

"Why didn't we just make our costumes? Like old times?" Rachel continued to pick and pull at her costume trying to figure out how she could sew it to make it fit properly.

"We didn't have enough time."

"Right."

"You look good, though." Will thought for a second about how to proceed. He used his hand to pull the stray strands of Rachel's long brown hair from being tucked into her costume. "I mean, really good."

Rachel looked at Will's reflection in the mirror. She could see him studying her neck where her hair was just recently stuck. She started to smile as he got closer and closer to letting his lips touch her skin. Rachel leaned her head to the right side as Will finally placed the first kiss on her neck, just above her shoulder. She certainly didn't want to stop him and even if she did want that, she doubted she could. With every little kiss he got higher and higher on her neck and Rachel's eyes were flickering. She loved the feelings of his hot breath on her neck and hip lips sucking just a little bit with every kiss. If they hadn't already decided on costumes she would be sure to recommend Will be a vampire.

Will left one last kiss on her neck before letting his teeth gently grab a hold on her earlobe. "I want you." He whispered into her ear so quietly she could barely hear it. He looked at her in the mirror's reflection as well and he could see she was biting her lower lip. "Rach, I want you."

A small smile landed on her lips and she turned to face him. She was leaning against the bathroom's vanity looking up at Will. With the smallest nod, Will let his hand get tangled in her hair as he kissed her with a purpose. At first rather gently and then as the moment got deeper so did the kiss. Will's tongue made its way to the crack of her lips and she welcomed him, opening her mouth more and letting the kiss become more passionate. Her hands were resting on his waist.

Without breaking the kiss Will removed his hand from her hair and dropped it to her shoulder, His other hand was resting against the vanity, keeping them both up. After a few more seconds filled of gasps and mouth to mouth moans Will's fingers began to slowly push the thin strap of Rachel's batgirl costume off her shoulder. With the strap hanging to the side of Rachel's shoulder gently, Will moved his hand and let his fingers run against the skin between her collar bones and the top of her breasts. His touch was so kind and soft that Rachel had to stop kissing him and watch his fingers trace a little star on her skin. "Are you okay?" Will asked her softly as he pushed her bangs out of her eyes.

"Mhm." She bit her lip playfully as looked over to the doorway which led to Will's bedroom.

He let his hand trail down the side of her face, past her cheek bones and past her lips, resting it on her jaw line. "You want this, right?" He spoke directly to her, directly into her eyes.

"Yeah, I do."

He licked his bottom lip and nodded. "You're not uhm, or I guess, are you…" He was tripping over his words because he didn't even really know what he was trying to say.

"What?" She looked up at him with wide, curious eyes.

"You're young, uhh, y-you're not a teenager anymore but you're still, have you, are you a virgin, Rachel?"

Rachel waited a moment before she responded. "Do you want me to be?"

His eyebrows furrowed a little bit. "What?"

"You owe me, remember?"

She playfully slipped out from between him and the bathroom counter and made her way to the door frame.

"Mr. Schuester, if you recall last time we met you let me take control, but you're the creative lead here. You're in charge." She bit her lip and shrugged slowly while pushing the left costume strap off her shoulder.

Will mouthed "what" without actually saying it because he was honestly a little confused.

"Mr. Schue, if you're mad at me because I wouldn't let you teach," and she let teach take on a sort of power, elongating each letter to emphasize the idea that he would be in control. "Last time, it's up to this time to teach me a lesson." She let teach become a bit more powerful the second time, too.

With 'teach me a lesson' he realized what she was getting at. On their first night together Rachel took complete lead, she gave Will a night he would remember for a long time to come and as she got out his car that night she made sure that he knew he owed her. He owed her a night of pleasure. A night where she got to be on the receiving end. That night was tonight.

"Rachel, go sit on the bed." He walked behind her over to Will's bedroom. She sat on the edge of his bed, her hands cupped in her lap. The straps of her costume were still hanging to the sides of her shoulders.

"Am I in trouble?" She playfully used her right index finger to tug the skirt up on her thigh, revealing more leg. She could see the sexual frustration on his face and even though the plan tonight was to let Will be in control, she couldn't help but smile and that power she had over him.

"Lie on your back."

She followed his command right away. He walked closer to her, his hips pressed against the mattress, her legs hanging over the sides, bent at the knees. He took his hands and locked his fingers into the loops of the belt on the costume skirt that was easier to slip off than any of Rachel's usual attire would be because it was too big for her. He flung the skirt to the side. Lying on the bed in front of him was Rachel Berry, in pink lacy underwear and a black and yellow leather batgirl top. "Take off the top."

She smiled and arched her back, pulling the shirt up over top of her head and throwing it to the side. Rachel was talented enough to have been able to take her bra off with the costume top. This was the first time Will had seen Rachel in this way. He took in the view before climbing on top of her and moving her further back on the bed so her head was resting in pillows and her feet fell short of the end of the bed. His legs were on either side of her hips and he was leaned over her, kissing her lips gently before moving down. He left a few more kisses on her neck to remind her what got them to the bedroom before moving down to Rachel's chest. He cupped her breasts and smiled up at her. "You're so beautiful, Rachel." He began rolling one of her nipples in between his thumb and index finger while letting his tongue massage the other one. He looked up at her to make sure this was okay. Rachel's back arched as a reaction and her left hand flew back to find comfort in a pillow, her right hand got messed up in Will's hair. He kept looking at her and smiling. She could feel his smiles against his skin, which made her smile, too.

Rachel felt special. No, this wasn't her first time in bed with someone but he was making her feel important.

He placed a few more kisses down her stomach, passed her belly button and down to her hip bones, finishing at the band on her panties. They were wet, a little puddle forming in them. Without even asking, Will took off her panties and flung them to the side with the rest of the uniform. He took all of her in, and god she was beautiful. To make the situation a little more equal he took off his shirt and tossed it aside. He let his hands slide down the sides of her hips before starting with his fingers on her clit.

He used his middle finger to rub circles on Rachel's most sensitive area and he watched as her face contorted to let him know that yes, she liked that. The gentle thrusts of her hips also drove the message home. "Do you like this?"

"Mmmm," Rachel's moans all sounds similar. "Yeah."

"Say it."

Her eyes were closed as she was focusing on the way he was making her feel. One finger and it held so much power. "I-I like it." After another minute, Will let his other hand join in, a finger entering her.

Rachel gasped and looked at him before throwing her head back again. He let at first just one and then two of his fingers enter her and then leave her and then enter her and again. Rachel's constant moans and gasps let him know that he was doing a good job and he was glad he could make her feel this way. "You're so tight, Rachel." Just as Rachel was about to climax Will stepped back. Her head flung up wondering where his touch went. "Your turn."

"Wh-at?" Her breathing interrupted the flow of her words. Will reached over and grabbed her hand putting it where his was a second ago. Under Will's command he began pleasuring herself as Will slipped off his pants and boxers. Rachel's eyes were shut and she wasn't even aware of what was happening. He grabbed a condom off his night stand and slipped it on.

"Fuck…" Rachel was moaning from the bed. "Oh god… Will…"

After a long moment without him responding she shot her head up saw him standing at the end of the bed, truly in command, like batman. "Tell me what you want."

"You…" She continued to finger herself while thinking about him.

A small break in the dominating atmosphere took place when Will crawled up on the bed, over top of her. "Stop," he whispered softly. She did, gasping as the sudden silence in the room. "Are you ready?"

She smiled kindly at him. "I'm ready." Her hand found her cheek and her lips found his for a gentle kiss before she let her legs wrap around him. A few seconds later his hard-on was entering her. Her gasp at his entry was louder than any of the other ones he had heard from her. "Oh, god."

"Fuck…" This time he was the one reacting, she felt so good around him and pulling in and out of her felt better than any time he could remember.

"Are you okay?" It was sweet to her that she was genuinely concerned about her, making sure she was enjoying herself, making sure she was okay.

"Mhm." She moaned her answer into his shoulder.

The look in their eyes was one of the same, a complete euphoria for each other. A happiness and pleasure that neither knew was going to come from physical intimacy. They always had a mental and emotional connection from the day they met and could bond over the RENT soundtrack, but only tonight did they truly share a physical intimacy that was helping them explore themselves.

Their thrusts and bucks were getting harder and faster and Rachel was the first to admit she was nearing her limit. "Fuck… oh, Will.. Oh…"

She fell back and felt her body surge with the pleasure she was feeling. Will came right after her and they fell into one.

After a minute or two of lying there with each other, comforting each other and being with each other Will cleared Rachel's face of her hair and kissed her softly. She was tired and didn't have much motivation to get up.

Lying in bed with Will was good enough for her. It was late enough, since Will took over an hour looking for costumes, that they could get away with lying in bed for the rest of the night. Rachel was half asleep, her eyes struggling to stay open, her body was tired. Will pulled on his boxers, got them both some water and returned to the bed where Rachel had fallen asleep.

He kissed her on the forehead and pulled up his white sheet to cover her and keep her warm. He was going to turn on the tv and drift away to the static but he'd rather drift away to the sound of her sleeping, which is what he did.

I wanted to add this chapter before I went on to the other Halloween festivities, so this is that. There's more plot to come since this chapter has essentially no plot.

Thank you all for the reviews! They're so great and you're all so kind, I'm not the best at finishing stories, I'll be the first to admit that but I know where I want to go with this story and it will continue to be updated with the holidays. After the Halloween chapter (or two, depending on how I set it up) to come the next 2 chapters will be up before thanksgiving. Then, since there's such a huge gap between thanksgiving and Christmas I have a few special things planned for that chunk of time.

I will keep updating this, because I know where I want to go with it and you guys are seriously so great and encouraging I can't abandon it. It I don't update for a while it's ONLY because I want to post the update when people are in the holiday spirit.

Thanks again, you guys. Keep reading!

(Unrelated: 5x03? Amazing. Tragically beautiful and all I could have hoped for. RIP, Frankenteen.)