Quick thanks for all the reviews/alerts/favourites and I know I promised, but i feel I should also mention, this fic assumes Rachel is in Will's Spanish class.

I know that she most probably isn't, but I need a change of scenery :P


I don't recognize your doubt

Please say something darling, shout at me

How unfair to shut me out

We lie belly up in a pool of us


There was a knock on the door. Will looked up from the horribly written Spanish paper he was marking to see Rachel standing outside, hands clasped behind her back, staring expectantly at him.

For a few moments he considered sending her away, for no reason other than that whatever it was that Rachel Berry had to say, it was most probably something he didn't want to or have the time to deal with right now. It was bad enough that she was invading his thoughts, it would have been nice if she could have stayed out of his office.

Despite himself, Will forced a nonchalant smile as though he didn't know what she was there for and waved her in.

"Rachel, hey," he looked back down at the papers and shuffled them into a more orderly pile to avoid looking at her. There was an awkward tension in the air that was becoming customary between the two of them. Will didn't like it at all.

He cleared his throat. "What can I help you with?"

"Hello Mr. Schuester." When he looked up, he saw the obligatory smile and the forced air about it, which made him even more uncomfortable. "I wanted to speak with you about Glee."

Obviously. Will resisted the urge to roll his eyes. What else could the girl possibly want to talk about? He mentally reprimanded himself. There was no need to be mean.

"Mm," he murmured, acting disinterested, "what's up?"

She looked at him and because he had no more papers to order, he was forced to look back. Being under such intense scrutiny from her made him even more uncomfortable and he swallowed loudly, his mouth suddenly dry.

"I think you know."

"Do I?" He shrugged in an extremely noncommittal fashion and began to twirl his red pen between his fingers.

"Mr Schue, you know I respect you as a teacher, but you aren't really serious about giving Tina my solo."

He looked back up at her, trying his very best not to scowl; it seemed too childish.

"It's only fair."

"No it's not, and you know it's not." Apparently, Rachel didn't find scowling quite as childish as Will did. That or she simply didn't care.

"No, actually, I don't know that and to be honest Rachel, I'm getting a little bit sick of your attitude." It worried him how easily he was becoming agitated. That last comment was not only unnecessary but also unprofessional. He should have shrugged it off and explained to her calmly why Tina deserved the part; there were one million reasons after all. "You're not the only talented person in the group."

"Mr. Schuester, that was my part. You know she can't do it! Why are you doing this to me?"

As if she didn't already know. He could see in her eyes that she knew and he knew it too, but it was hardly something that could be said out loud.

"I'm not doing it to you." He looked away again, fiddling with his pen and leaving small scratch marks on the desk.

"Yes, you are." Her voice was softer this time; understanding with a hint of pity. He didn't quite comprehend why she would have any reason to pity him, but then she was pretty much the queen of condescension. "This is about what happened on Tuesday and I don't think that's fair at all."

His breath caught awkwardly in his throat, and once again he swallowed too loudly. She wasn't meant to bring it up, it was meant to stay peculiar and uncertain between them and ruin things slowly, but it was meant to stay silent as well.

"Nothing happened on Tuesday," he muttered, his eyebrows pulling together. Rachel shook her head, that unbearably hopeful smile fleeting across her lips.

"I was there Mr. Schue. I know something happened and I don't regret that, but I regret you punishing me for it."

"You should regret it," he answered, his voice so low he doubted Rachel could even hear him. She shook her head once again.

"Well I don't. And I don't think you do either."

"That's a big assumption to make Rachel." As soon as the words were out he regretted them, because he knew he should have denied it. That was the only way this was going to go away.

"Is it?" Although he wasn't looking, Will heard Rachel stand, her chair scraping along the ground and her ridiculously sensible shoes pattering lightly over the ground towards his chair.

'What are you doing?' was the first thing that came into his head, but his mouth was dry once again and he couldn't speak.

He chose not to follow her with his eyes, because the whole thing was only serving to scare him immensely. Rachel couldn't have been any older than sixteen. Not only was he married, but this was illegal and wrong and completely disgusting. And yet he didn't stop her.

He put it down to pity. That must have been what it was. He didn't want to embarrass Rachel; she was so emotional, he couldn't be sure what she would do if he told her he wasn't interested. If he told her that Tuesday had been a complete accident; that it was nothing.

It was true, and yet it had certainly seemed like something at the time. Something rather strange and uncomfortable but definitely something all the same. It wasn't his fault though, Will clarified in his mind. He hadn't meant to walk in on her crying and if he hadn't then none of the awkward events that had followed would have happened. He couldn't be blamed for anything.

Will felt her hands lightly touch his shoulders, resting there uncertainly and yet determinedly. He drew in his breath sharply and shut his eyes, unable, or maybe unwilling to move. He had never known it was possible to feel something so wrong and still want it.

Her grip tightened ever so slightly and her fingers trailed forwards, touching his collarbone and moving lower, then back up and down his arms. She was leaning down; he could tell because suddenly he could feel her breath on his neck and it sent shivers down his spine.

It was impossibly strange how something so simple could become so confusing. This shouldn't mean anything, and yet it did, because she was her and he was him. The meaning was wrong though; wrong and inappropriate and she was stretching the line that he had drawn, too far.

"Stop it Rachel." His tone was surprisingly harsh as he shrugged his shoulders, shaking her hands off him. She took a few steps away from him, letting her arms drop back to her sides and moving so she was back in his line of sight. Will's eyes were shut, an almost pained expression on his face which made Rachel's heart clench tightly.

"Why?"

"You know why." He never opened his eyes to look at her, which meant he never saw the way her eyebrows were pulling together or her teeth were biting roughly in to her bottom lip to hold back tears.

So this was how it went? Why was she even surprised? This was always how it went. He didn't care about her and he probably never had. The only thing that was worth a damn when it came to her was her voice. If she couldn't sing, Rachel doubted Will would even know her name.

"Why don't you want me?" She asked almost angrily, staring at him even though he wasn't looking back. "Why does no one want me?"

"Rachel-"

"No!" She stamped her foot unabashedly, not bothered that she looked like a belligerent child. "I'm sick of it. Why am I always the back up? With Glee, with Finn and now with you. Why is there always someone more important than me?"

"Because it's not just about you." Will's frustration seemed to be increasing with every word that left her mouth. "I'm married. Do you understand that? I've made a commitment to someone, I'm not just going to up and break it for you. You're just a girl Rachel, a kid. You wouldn't understand."

The words were harsh, probably too harsh and Will knew it. It wasn't that he wanted to hurt her, despite the fact that he knew he had, but he needed to make her stop. Every time Rachel tried this stupid fantasy of hers on, his resolve was weakening and she just wasn't worth it to follow through on. Even if she was beautiful and talented and uninhibited, that wasn't the point. Will just wasn't that kind of guy.

"Right," Rachel bit her lip once more, and this time the tears rolled out of her eyes without restraint. "Of course I wouldn't. Sorry for interrupting your work Mr. Schuester."

Will looked down at the ground and kept his mouth firmly closed. He wanted to reach over the desk and take her hand and tell her she was wrong. Rachel wasn't second to him. Not in his head anyway; God, lately she was almost all he thought about. There was nothing even the slightest bit secondary about her. In reality though, she could never be anything more than his student. The relationship had no chance of ever progressing anywhere further than his mind; there were some lines that he just couldn't cross.


Rachel didn't miss the raised eyebrows when she came into the room. Her eyes were still red and no amount of tissues and makeup touch ups could fix them, but she chose to ignore them as best she could. You couldn't get anywhere in life if you let other people's looks and comments bother you.

She almost wanted to snort at herself for thinking it. If that was true then why had she been crying in the first place? Silly hypocritical girl.

Finn was one of the few people who didn't seem to notice her entrance; he was preoccupied with Quinn, discussing something which was seemingly important but Rachel was guessing probably wasn't. People like Quinn Fabray didn't have real problems, they had pretend popular problems to do with their hair and clothes and parties they didn't want to go to.

It wasn't fair that people like her got all the attention when Rachel had true talent and no one even gave her a second look. Not Finn, not any of the boys and definitely not Mr. Schuester. She had thought that he might be different: some of the things he said to her had made her think that he might even...

But he didn't and she shouldn't be surprised. He was just like all the rest of them really; happy to use her to help himself but unwilling to give anything in return. Besides that he was her teacher and having any feelings for him beyond that was utterly ludicrous.

And yet she did and she couldn't quite bring herself to dislike that. It was the kind of thing hundreds of girls thought about; teacher student relationships. Rachel had assumed they were intriguing for no reason than that they were off limits but she was beginning to see a new side to it. Older men were more mature, more intelligent, they had more depth and they lacked the sometimes frustrating dimwittedness of almost all boys Rachel's own age. Not only that, but some of them, one in particular, were extremely good looking.

But in the end it didn't matter because Mr. Schuester had no interest in her. Or none that he was willing to admit to anyway. She knew there was something there, but she didn't expect him to be willing to own up to it. Most men were cowards when it came to their feelings and she doubted Will Schuester was any different. No wonder so many women were turning lesbian these days.

"You look like someone tipped a bucket of water over your head," Kurt informed her and Rachel blinked, snapping out of her trance to realise that she had been surrounded by Tina, Artie, Kurt and Mercedes, although the latter looked like she had better things to do with her time than worry about why Rachel's makeup was smeared down her face.

"That's completely illogical," Rachel answered testily. "If someone had tipped water over my head then don't you think my hair would be wet?"

She didn't need to look to know the others were exchanging glances, but she looked anyway because she could.

"Alright. What are you, the figurative language police?" Kurt answered equally moody, flicking his hair out his eyes and rolling them in her direction.

"It's hardly figurative."

After that the others trickled away one by one and Rachel realised she had unnecessarily alienated herself from her peers once again. She sat down near the piano alone and attempt to discreetly spy on Finn. He looked just as stressed as he had when she came in and she wondered what the problem could be, although there was no chance she would press the issue. Talking to Finn about Quinn would be equivalent of Ms Pillsbury talking to Mr Schuester about his wife; depressing pointless and unnecessary rubbing of salt in a wound.

At several points throughout her not so subtle eavesdropping – which was failing miserably since she couldn't hear a word they were saying – Rachel caught Mercedes glancing at her however she once again chose to ignore it. At this point in time she had no interest in engaging in a conversation with anyone. All she wanted was for rehearsal to be over so she could go home and cry in the privacy of her own room.

With this thought Mr. Schuester walked into the room, carrying a folder which he set down on the top of the piano and clapped his hands brusquely. Despite having spent the last few hours thinking about him, Rachel now found herself unable to even glance in his direction. She stared instead, at the floor, which had suddenly become extremely interesting.

"Okay guys, let's get into our places and run over Don't Stop Believing and then we'll have another look at Tonight."

"Oh wonderful." Rachel hoped no one heard her muttering, although she suspected one of the football boys had from the strange look he gave her, which she again staunchly ignored.

"Come on, let's get a move on," Will said, waving his hands agitatedly when no one moved. It might have just been her, but it definitely seemed to Rachel that he was specifically not looking in her direction. She wondered if he felt as uncomfortable as she did right then.

She climbed reluctantly to her feet and stalked over to her spot in the lines scowling at the ground. Next to her Finn glanced down and raised his eyebrows but didn't say anything. Rachel was only surprised he'd managed to tear his eyes away from Quinn for more than two seconds to even notice she was standing near him.

She took the moment to glance at Mr. Schuester who was unquestionably purposely not looking at her. Her scowl deepened almost imperceptibly. It didn't exactly seem fair to Rachel that he got to ignore her, but then he had practically been doing it ever since he gave the solo to Tina. Wasn't persecuting her the same as ignoring her obvious talent?

She didn't realise the music had started until someone crashed into the back of her and she looked around to see everyone was moving but her. She blinked and shook her head. The music stopped and whoever had walked into her grunted unappreciatively.

"Sorry," she muttered, looking at Mr. Schuester who was unsurprisingly still not looking back at her.

"Not a problem, take it from the top." He waved a hand and the music started once again from the beginning. Rachel forced herself to actually listen to it this time instead of paying attention to the man standing in front of her.

Just as she thought this, he glanced away from whoever he had been watching previously and looked straight at her. Rachel faltered in her steps as his gaze met hers and the words that had been about to come out her mouth froze. He looked away abruptly and once again the music cut.

She received more than a few dirty looks this time, most of them coming from the direction of an overly emotional blonde cheerleader.

"Sorry," Rachel repeated, uncomfortably, staring at her feet.

"What the hell RuPaul?" Santana Lopez snapped, ruining anything that may have surfaced between her and their teacher in that moment. "I thought you'd been dancing since you were like, in the womb or something but you can't even do these steps?"

"This isn't even dancing, this is walking. Can't you walk Man Hands?" Quinn smirked at her and Rachel felt a blush rising to her cheeks despite herself. It was bad enough that she was called names, but the fact that it was happening in front of Finn and Mr Schuester made it one thousand times worse. She almost wanted to cry again. She could feel the tears welling up right now.

"Alright," Mr Schuester cut them off looking down a little awkwardly, although to anyone else Rachel suspected it would have simply come across as disinterest. "Try to keep up Rachel."

Rachel could feel everyone's eyes on her again. She felt a hand on her elbow.

"Are you okay?' Finn leant down from his towering height to ask quietly, glancing around as though he might be able to find what was troubling her in the room. Of course, he could, but that was neither here nor there.

"I'm fine," she answered shaking his hand off her arm. He probably thought it was something to do with him, but then he wouldn't be wrong. She suspected at least some of her uncoordinated walking stemmed from anger and anxiety over Finn ignoring her. He would however be wrong in assuming it was only him she was worried about but she was hardly about to correct him.

He leant closer so no one else would have been able to hear him. "Did I do something?"

Ah, so she had been right. Rachel flicked her hair over shoulder coldly and scowled. "This may surprise you, Finn, but my life doesn't actually revolve around you."

She turned away from him, shrugging off his bewildered look. He'd probably ponder over it for the next twenty seconds then put it down to PMS and forget about the whole thing completely.

Rachel spent the rest of the rehearsal hitting wrong notes and generally embarrassing herself every time their Spanish teacher looked at her. By the end of the meeting she was about ready to crawl under a rock and die. It didn't come as a big surprise when on the way out, that dense football player she had never particularly liked, Puck, suggested she do exactly that.

She was tempted to ask Mr Schuester if she could talk to him, if nothing more than to clear up what had happened earlier but he had probably predicted this because by the time she had regained her thoughts enough to speak to him he had already disappeared out the door.

Rachel sighed and collected up her things, placing them into her schoolbag and preparing to leave.

"Rachel!" Mercedes called after her as she headed for the door. She paused and turned to look at the other girl. "Wait up. We're going the same way."

"We are?" While that was logical, owing to the fact that they were all going the same way, Rachel wasn't genuinely surprised at this. She was however surprised that Mercedes had pointed it out and also that she wanted to walk with her.

There was no specific ill will and they got on just fine, however there wasn't exactly a need to be in each other's presence felt by either of them. Besides that, today Rachel had really just wanted to be alone to think things over. But it seemed rude to leave now, so instead she waited patiently in the door until Mercedes was ready to go.

"So what's up with you?" her semi-friend asked as they drifted down the half towards the front doors. "I've never seen you mess up so many times in rehearsal."

She paused.

"Actually, I've never seen you mess up ever."

"Yes, well," Rachel inspected her nails. "I'm having an off day."

If she had really waited for this girl and given up her alone time just to be bombarded with rude comments, she might have to slap something.

"Okay, seriously though, what's going on?" Mercedes stopped in the hall, crossing her arms over her chest and looking at Rachel expectantly. For a few seconds Rachel toyed with the idea of not stopping.. she could keep walking right out the door and escape this inevitably awkward conversation but she just didn't quite have it in her to be so rude.

"Just..." How to word it? "Boy troubles."

Mercedes nodded as though she knew it all along, which she probably did. Her looks at Mr Schue hadn't exactly been subtle; someone was bound to have noticed. She only hoped that she wouldn't go telling everyone, in case rumours got out of hand and he lost his job. That really wouldn't be fair.

"It's Finn right?"

Rachel raised her eyebrows, but tried to cover it quickly.

"Yes, of course. Finn. Who else would it be?" She laughed nonchalantly although it probably came out as something more along the lines of hysterical. Maybe taking it a bit too far, but Mercedes didn't seem bothered by it.

"I mean personally, I don't see the appeal with big hunk of chicken over there, but most of you lot seem to be going crazy over him."

Rachel paused. "Did you just call him a 'hunk of chicken'?"

Mercedes ignored her. "What did he do?"

"He didn't do anything." It was true. Too true, that was the problem. "He doesn't follow through on things really. Or maybe he just doesn't like me, I don't know. To him I'm just the other woman. I'll always be the other woman. Maybe not even that. It's all the same to him as long as I don't quit the club."

Rachel wondered if she was still talking about Finn. From the sound of her last sentence, she would say not.

"He has a girlfriend, you know."

"Yes, thank you, I did know that." Rachel rolled her eyes. Try wife.

"But she's a bit of a bitch."

"I knew that too."

"You know what you need?" Mercedes asked as they reached the doors. "You need to do something to make him notice you. And I don't mean like messing up the steps to our dance, I mean like, good notice. Dye your hair or something."

Rachel scowled. "That wouldn't make him notice me. Nothing would make him notice me. He's only interested in his girlfriend and winning regionals."

"No..." Mercedes didn't sound entirely sure of herself. Most probably, Rachel thought, because she was wrong.

They had caught up to Santana Lopez and the other cheerleader, Brittany, who Rachel also didn't particularly like. They were standing outside the front doors talking, probably waiting for someone. Right as they exited the door, Rachel caught a snatch of their conversation.

"No, he bought them for me," Santana was saying, grinning girlishly. "He says they make me look sexy."

"How often does he see you in them?" Brittany asked sounding shocked. "Have you forgotten the motto?"

Rachel didn't have the slightest idea what they might have been talking about, however the mention of 'the motto' brought to mind some rather heinous memories of a certain celibacy club meeting which she had attended. Maybe that was what they were talking about.

"Oh please Brit. I'm not saying I let him touch them, I just flash them a little bit occasionally. If that's not teasing I don't know what is."

Brittany giggled. "That's cruel."

Santana shrugged. "I know. But if there's one definite way to keep a guys interest it's sexy underwear."

At this point the two girls seemed to notice the new arrivals.

"What are you looking at Yentl?" she snapped, glaring at the two new girls.

"Nothing," Rachel glared back at her, embarrassed at having been caught eavesdropping on their clearly private conversation.

"Good, keep walking then." She waved a hand dramatically and despite wanting to reply, Rachel was too consumed with her new thoughts to bother arguing.

"Sorry I couldn't be more help," Mercedes looked genuinely dejected as they walked away from the school. "I guess I'm not really the master of attracting boys, you know?"

"No, it's alright," Rachel was barely paying attention to her. "You've done just fine."


..Reviews are welcome..