Hey guys. Here's the update.

Question: Do you think I need to change the rating of the story just in case?

Warning: There will be a provocative scene in this installment (so children under 16 look away (though I am doubtful of this)). I have to say that it is my first time writing something like this, so if it sucks, please tell me. It is not pure smut because there have been character developments in this story. I may have to write more just to keep on practicing on writing scenes like these. I wanted it to be sweet, so if you didn't get that feeling, I apologize ahead of time haha. Plus, I cannot hold a candle to these other writers who write better love scenes than mine, but I tried my best for this.

Anyway, enjoy! R&R

Every Last Word

Will started to head downstairs after meeting Rachel in her room. He honestly did not want to explain as to why he was looking at their photo more than he needed to. There was a delicious aroma wafting through the air as Will placed the candles and the matches in the dining room table. He was about to walk into the kitchen to see what Rachel had cooked when a hand grabbed him on the shoulder and pulled him back. Will quickly turned around to discover that it was Rachel.

She shook her head and smiled.

"Can't go in the kitchen," Rachel said.

"So where can I go then?" Will asked with a grin.

She rolled her eyes and responded, "Take the candles and set up in the living room. I've already set up something nice in there."

Will then showed a confused look on his face, but he complied with Rachel's request. He picked up the candles and walked into the living room. When he arrived, he couldn't believe his eyes.

The couches were pushed against the wall and in the middle was a purple and black striped picnic blanket with a picnic basket. The only thing missing was trees and birds in the air, Will thought. There were also plates and wine glasses (how appropriate). To Will's surprise, the reason for the wine glasses was because there was a bottle of red wine there as well. He knew Rachel didn't drink (does she?); well, perhaps she brought it for him, but then there were two wine glasses on the picnic blanket. Hopefully, Rachel wasn't going to be drinking tonight, Will thought. He set the candles onto the blanket and lit them up.

"Just in time," Will said to himself as the sky outside turned dark. The candle illuminated the room very brightly. He took a seat on the blanket and found himself gazing around the room again before Rachel stepped out of the kitchen with some bowls and a pot. To Will, he could see that the pot was already steaming, which came as a surprise to Will since the electricity was out.

Rachel gently placed the pot on the blanket and handed Will one of the bowls. Will leaned his head forward to sniff the pot. He wasn't sure what was in it, but it smelled delicious.

But first he had to ask Rachel, "What is this?"

"You will see in a minute, Mr. Schue," Rachel answered with a smile. She opened the picnic basket and pulled out the Tupperware. She opened it and Will saw that it was some sandwiches inside. She placed one gingerly on Will's plate and one on hers. Will placed his hand on the sandwich and felt that it was still hot.

"Wait, how are you able to make this? There's no power," Will asked incredulously.

"You know, not everything is run by electricity. There are such things as battery powered too, you know," Rachel said as she began to remove the cork of the wine bottle. She poured some wine into Will's glass and to hers as well.

"Rachel," Will started hesitantly, "You're not, I mean, going to drink, are you? Aren't you underage?"

"Relax, Mr. Schue," Rachel replied, "I'm going to have a little bit. My dads allow me to drink some wine. I like to drink a glass while eating a nice Panini sandwich. It helps with digestions too. Besides, this is nothing compared to what we drink during Passover at the synagogue."

This took Will by a surprise, but if her fathers allowed her to drink, who is he to say otherwise? He waited for Rachel to take the first bite of her sandwich, though coincidentally, Rachel was waiting for Will to take the first bite. So the result was an awkward moment with the both of them staring at the other. It was soon that they realized this had happened and they began to chuckle nervously before eating their sandwich at the same time.

It was really good, Will had to admit. The sandwich was sheer perfection and they really tasted homemade. Well, Will was hungry after all, and he would've eaten anything whenever he was hungry. He took a sip of wine from his glass. Normally, Will opted for beer, but he usually drank wine when Terri and he ate dinner. It was a pleasant time, though Will had no thoughts whatsoever of Rachel replacing Terri's spot. Still, it was a reminder of how times have come and gone.

"This is really good, Rachel," Will complimented, finishing his first sandwich before reaching for another one, "I guess I don't need that Pepto-Bismol tonight."

Rachel was in the middle of sipping her wine when Will said that. She immediately brought her hand to her mouth in order to contain herself from laughing hysterically while clutching her stomach. Will couldn't help but laugh along with her.

"Honestly, Rachel, I didn't think it was that funny. It was a compliment of your cooking skill," Will said immediately.

She composed herself again before responding, "Thanks, Mr. Schue. I appreciate your comment. Duly noted"

"Hey!" Will called, realizing that Rachel was mocking him.

After wolfing down 3 sandwiches, he asked Rachel, "So what's in the pot?"

"Oh," Rachel answered in surprise as she began to scoop some soup into Will's bowl. Will looked down. To his surprise, it was noodles.

"Wow," Will exclaimed, "I am impressed, Rachel. Noodles are like my favorite thing to eat during the winter, especially when it gets so cold outside." Rachel held her bowl in her hand, waiting for Will. Will took the first sip of the noodles and immediately whispered, "Yum," before taking another sip. This made Rachel feel even more appreciated as the both of them finished their noodles in a warming silence.

xxxxxxxxxxxxx

They had finished one bottle of the wine before Rachel gave the suggestion to crack open another one. Will didn't mind Rachel's suggestion and gave her permission to do so. He didn't know why she needed to ask him, but he was 99% sure she was trying to drug him. Or maybe that was the alcohol thinking for him.

Now, they were halfway through the bottle and sitting with their heads leaning against the couch, listening to music on an old record player in Rachel's living room while engaging in a conversation.

"Please, Mr. Schue. I would rather you'd be here than anybody else," Rachel said, cradling the wine glass in her hand.

Will laughed and asked, "Why's that?"

"No one really understands what I'm going through right now. If they took the time to ask me, maybe they would know that I was extremely depressed after Sectionals."

"But we tied. We didn't lose."

"Finn broke up with me," Rachel stated, tears developing in her eyes.

"Oh" was all Will could utter as the music continue to fill the empty void of silence.

"Rachel, you know that there are other boys at the school. Hell, there are plenty of boys in this universe," Will said in a comforting tone.

"No one can keep up with my standard though. One person I know that comes close is gay, one person is a jerk, and the other person is my Glee tea-"

Will knew what she was about to say and Rachel knew that Will knew what she was going to say, but he set it aside.

"Don't you worry, Rachel. One day, you'll find that guy," Will said.

Rachel started to smile, but then frowned immediately.

"I'm sorry you have to be here with me though. If it wasn't for what happened earlier, I'm sure you would've been out having fun by now," Rachel apologized.

"Rachel," Will started, "I would've been bored out of my mind if it wasn't for you. Just don't make this a habit."

Rachel giggled.

"Wow. I've never felt this happy since forever," Will then said.

"What do you mean?" Rachel asked.

"I mean, I never been out of the apartment for fun. Only for school and errands. Other than that, I don't hang out at bars. Or with friends, well rather, lack thereof."

"Seems like a sad life"

"Yes, Rachel. It is a very sad life. But when you come to my age, the only thing that should be on your mind isn't friends. It's about having a family. I honestly thought I would be a father by now, taking care of my little girl. It just shows you how much I have accomplished." Will paused and brought his hands to wipe some tears in his eyes.

Rachel never realized how important having a family was to Will. She would've thought that after Terri, Emma would be the one to fill in those shoes, but Emma recently married Carl Howell, the dentist. This made Rachel wondered if Will would ever realize his dream.

Rachel placed her hand on Will's shoulder. The sound of the song "Blue Moon" began to fill the silent room.

"I love this song," Rachel mused.

Will didn't know whether or not he had too much to drink already, but he was aware of Rachel's hand. Yet, he didn't lift his defenses up. Pretty soon, Rachel's hand moved to the top of Will's hand. As Will turned his head to look at Rachel's, Will smiled. He stood up, pulling her up as well.

"Why don't we dance?" Will asked.

Without even a response from Rachel, Will's arms began to wrap around Rachel's back as he pulled her close to him and began to dance to the song. It wasn't like a big dance of sorts, but they just spun around slowly and quietly, admiring their environment. Will gripped his arms around her back and pulled her close to his chest. He felt Rachel's hands on his neck and on his muscular shoulders and arms. There were times where Will felt his hands explore Rachel's soft back. There were also times where Will pulled his head closer to hers just to smell her lovely hair. When the song ended, the both of them stopped and gazed into each other's eyes.

There was just an undeniable tension as their faces moved closer and closer to each other until their lips met. Will allowed his hands to move from her back as it inched closer towards Rachel's hair. Rachel began to press her lips forward furiously, forcing Will to move backwards toward the couch. Will's body laid on the couch with Rachel on top, their lips never breaking from each other. Will's hand tugged at her hair, pushing Rachel even closer to him. It felt like an eternity to the both of them. Rachel began to kiss Will's bottom lip before moving towards his neck. She pulled his undershirt up and kissed the hidden features beneath. Each kiss became torturous to Will. They elicited a groan from Will as he felt her lips moving towards his chest and his abs.

It felt so right, yet in the bottom of Will's heart, he knew that it was wrong.

"Stop it, Rachel," Will said. Rachel didn't stop until Will had to force her head up.

"I c-c-can't, Rachel. You know why," Will muttered sadly.

Rachel sat up and moved away from Will's body. She stood up, her hands on her mouth and her eyes. She couldn't look at Will and before he knew it, Will saw the tears sparkling in her eyes and falling down as she ran to her room. Will heard the door lock and he knew that he was alone in the living room with some burning sensations on his upper body from each of the kisses that Rachel gave him. He couldn't believe that he was the teacher who would do such a thing to his students, yet in his mind, he didn't regret kissing Rachel. Her soft and tender lips made Will's body shudder, but then he shook his head.

"I gotta get out of here. I can't stay here," Will told himself, grabbing his shirt and his jacket. He had his hand on the door and began to twist it open when suddenly he paused. He turned around and took a look at the stairs, thinking about Rachel in her room.

"Do you really want to do this, Will Schuester?" Will asked himself, "More importantly, do you have feelings for her?" If he had said no, then he would've been a liar and he could never live with himself. Will knew Rachel was correct when she said that age shouldn't be a factor when it comes to love. Will reasoned that they both share the same feelings for one another.

"No matter how inappropriate it may be to the public," Will thought, "Damn it, I love her."

Will closed the door, dropped his things on the floor, and began to run upstairs to Rachel's room. When he approached her room, he tried to open it, thinking that maybe she unlocked it. She didn't.

So Will began to knock on the door, but there was no response.

"Rachel?" Will called, "Are you in there?"

Silence.

"Rachel," Will called again, "Open the door!" This time, he began to pound the door furiously.

No response.

"Rachel, open the damn door or I'm going to kick it down." Will knew this part was a lie because he honestly didn't know how to kick a door down.

No response.

Will had no choice. He had feared that the inevitable had happened again. He braced himself and rammed his shoulder into the door, but it wouldn't budge. He did this for another five times. After the fifth attempt, Will began to break down and cry. It was not because his shoulder was in pain, but it was because of Rachel. He didn't know whether or not she did something already and he couldn't even kick the FUCKING door down.

"Oh, God!" Will cried out, his tears falling down rapidly as his back slid against Rachel's door.

Still, there was no response.

Through his tears, Will managed to say, "Rachel, if you can hear me, wherever you are now, I just want to say that I'm sorry. I wasn't a good person. I wasn't able to recognize that you were there for me. Despite me being harsh on you at times, you still managed to forgive me. And you considered me your friend."

His hands began to wipe away the tears in his eyes as Will continued, "You know last summer in New York where you and I spent that night together. I never admitted the night to be a date, but you kept pushing that idea on me. Truth of the matter is I was confused that night. It was something a teacher like me would've never done in a million years, yet you broke that barrier. You broke me. You made me into something new. And now I admit it Rachel, it was a date.

In my relationships, you remained supportive of me. Even though they didn't work out, I know you still hoped for my happiness no matter what. And your confession today made me realize that I should've seen it this whole time. I guess what I'm trying to say is Rachel Berry, I love you."

When Will said that, he began to breathe a little easier. There was still no response in the room, so Will hoped that the worst had happened. He stood himself up and was preparing to walk away when he heard the lock on the door click and it opened.

Rachel Berry appeared in the doorway with a broken smile and tears in her eyes. She managed to ask softly, "Do you really mean that?"

Will walked up to Rachel and grabbed hold of her hands. He nodded and responded, "Every last word," as his hands moved to Rachel's head to bring her closer and their lips found each other together again at last.

Will pushed Rachel into her room. He looked around and saw that she had candles illuminating the room. It was a brief distraction before he turned his attention to Rachel again. There was a nervous feeling in the pit of Rachel's stomach because she knew that she was a…

"Rachel, are you a virgin?" Will asked, bringing his lips up for air.

"Not now," Rachel answered as she pushed Will's lips to meet hers again. There weren't any thoughts, any regrets, or any self-control in that time; only passion and desire remained. They managed to make it onto the top of Rachel's bed as Will gently nudged her to lie down on the bed.

"I'm sorry, Will. It's my first time. I probably won't be able to please…" Rachel said before Will brought his finger to Rachel's mouth to shush her.

"Let me," Will responded as he began to pull his shirt off. Rachel reciprocated his actions by removing her thin shirt off, revealing a black bra.

Will took a second to marvel in Rachel's beauty. She was an incredibly gorgeous woman with an incredibly gorgeous body. Whoever made fun of her body certainly did not know what she was like. He came back down and planted soft kisses on her mouth and moved towards neck. He let his hands run across Rachel's breast as his lips began to move down. Rachel began to give a loud groan from all new feelings she was receiving at the moment. Rachel thought that she and Finn never went to this level of intimacy before, but she was glad that Will was the one to do so. She trusted Will.

Will's free hand unlatched Rachel's bra and she pulled it off. Rachel tried to sit up to see what Will was doing, but his kisses kept sending shockwaves throughout her body.

Rachel sensed that Will was fumbling around with his pants, removing his belt and pants to reveal his thin boxers. She took the opportunity to remove the shorts that she was wearing. When Will came back on top, his groin pushed against her and she definitely felt something hard. It forced Rachel to gasp in surprise. Will smiled as his mouth met Rachel's again, but this time, his tongue was inside her mouth. It was like a scout, searching around and exploring the inside of her mouth.

Rachel allowed her hand to go over Will's body. Her hands managed to slide across his boxers, rubbing against his erect length inside. This caused Will to groan in pleasure as his hands moved from her hair to his boxers to pull it down.

But then there was a pause and he stopped what he was doing, leaving Rachel desiring more.

"Rachel, do you want to…I mean, are you sure you want this? I can't. I can't give you what…" Will started to say in embarrassment.

Damn, she's beautiful, Will thought, seeing Rachel's face and body flushed with redness.

In response, Rachel pulled her underwear off and wrapped her legs around Will's exposed hip, forcing him forward into her lips and a passionate kiss again. This was her answer.

When Will slid into her for the first time, Rachel gave a sharp breath and immediately felt her breath taken away from her. She couldn't breathe for the first few seconds as a mixed amount of pain and pleasure coursed through her veins. She gave a loud moan that sounded like it was painful, causing Will to stop.

"Rachel, are you all right?" Will panted.

It felt like nothing Rachel had ever felt before in her life. It was definitely uncomfortable, but she didn't want Will to stop. She wanted him at the moment.

"N-no," Rachel strained, "I'm all right." There was a hint of tears forming on her eyes from the pain.

"Rachel, I can stop if I'm hurting you. I don't want to. You know I don't want to hurt you," Will said.

"You're not, Will," Rachel answered with a smile, gazing into Will's eyes, "I want this so much. Just go slowly for me, please."

Will returned her smile and he nodded. He gave her another quick kiss before starting again, this time complying with her demands. He was trying to be gentle for Rachel; after all, it was her first time.

It was really uncomfortable at first, but soon, Rachel grew accustomed to the sensation of Will thrusting in and out of her. She began extremely aware of her surroundings (the soft pattering of the rain outside, the flashes of the thunder in the distance, the sound of her clock ticking, etc), yet she never broke from the intense gaze Will was giving her. Her legs were around Will's hips, but she wrapped it tighter as Will began to pick up speed.

Will groaned out her name softly, but each time he said it, it grew in volume and in pleasure. His head buried deep into her hair, taking in the scent that would be buried deep within his mind.

Her arms ran across Will's cold sweaty back, yet it didn't gross her out because she discovered that her skin was breaking out into a cold sweat as well.

In an instant, she didn't know why but there was a strange feeling that was occurring deep inside her. When it exploded, it caused Rachel to grip Will's back even tighter and pull his hips toward her even more. She began to scream Will's name in pleasure as she rode out her first orgasm. It was unlike any sensations Rachel ever had.

Rachel felt Will's breath become shorter, each breath shallower than the one before. She knew that he was close to the end. Rachel suddenly felt the same strange feeling from before and it was coming back strong. She began to grip Will even tighter as she was about to approach the end as well.

"Are you…Are you going to…" Rachel asked.

Will moaned a yes in response, increasing his speed even more.

Rachel screamed Will's name as an intense sensation erupted within her again, causing her to moan in pleasure. Rachel felt Will's earth shattering climax in her as he screamed her name loudly, coincidentally, as the thunder boomed over Lima, Ohio.

Will's arms felt like they were jelly as Will collapsed on top of Rachel's body, the both of them sweating profusely and panting out of breath. The both of them couldn't believe what just happened.

"Did you…Did you…" Rachel managed to speak out before Will lifted his head again.

"Oh my God," Will panted with a concern look in his eyes, "I forgot to…Oh, God!"

Rachel felt her eyes stinging again as both Rachel and Will began to cry. Rachel pulled Will's head towards hers and kissed it.

"It's going to be okay. Don't worry, Will. It's going to be fine," Rachel said reassuringly while her voice was cracking and Will crying into her shoulders. The only feeling remaining between the both of them was not love anymore; it was fear for the repercussions.

Thanks everyone for reading. The Epilogue will come out after this. I am sad that this story is ending. It was meant to be a one-shot quickie write, but I wanted to make it much more complex than that. Thank you to my faithful readers and commentators. I love you. I hope you guys will continue to check out my other works as well. Anyway have a great day and I will see you guys later. Comment please!