Just a few quick notes; this chapter contains the first and only sex scene in the story and unfortunately it doesn't have the happiest ending. By that, I mean that realistically because of all the obstacles I just can't see Will and Rachel ever actually getting together and so I felt wrong writing it. Thus the ending of the chapter is probably not what most people would have wanted. There's one more chapter after this and then a prologue and its all done.

Also on another note I'm also aware that Mr Schuester's office is a completely exposed place with a whole corner made from glass and so couldn't actually be made very private, but let's just pretend it can for the sake of the story :P

Well that's all. Hope you enjoy, thanks for reading.

Our battles are repetitious

If not broken poetry

And maybe that's the attraction

That you're as self absorbed as me

"Mr Schuester! Mr Schuester, wait!" He recognized the voice calling after him all too well. The instinctive response to it was to quicken his pace to try and get away from her, however he figured that might have been a little too obvious, so he forced a smile and stopped.

"What's up Rachel?"

He felt strange acting like he used to with her. It didn't feel right to pretend nothing had happened, not after what she had said, but he didn't know how else to act with her. The familiarity of the greeting didn't seem to bother her.

"I have some new sheet music."

The kids swarmed around them, flocking into school. The bell was due to ring in minutes. Will pushed his sunglasses up onto his head and looked down at the papers in her proffered hand.

"That's great Rach, but I thought we'd already gone over this; I want everyone to have equal singing opportunities. It won't be fun for them if you just-"

"Don't worry Mr Schue." She smiled up at him and he wondered how she could act so casually, like she hadn't said anything. Shouldn't there be some kind of awkward tension hanging between them? He was certainly feeling it, even if she wasn't. "I thought you might say that so I made sure that the parts are equally spread out. Some of them don't even have solos."

He raised his eyebrows in shock. "Well... Okay. Great. I'll take a look at them."

"Magnificent. I'll see you in glee." She tilted her head in a brief, slightly fake smile and then hurried off in the direction of the entrance. He glanced down properly at the sheets.

The top sheet was the alto part of a song he wasn't familiar with.

'What are you so afraid of' the bold lettering across the top read. He frowned slightly and flicked over to the next sheet.

'Give in to me' by Michael Jackson. He knew the song but... why on earth would Rachel want to sing this? He flicked quickly over the next few pages, scanning the titles.

I Want You To Want Me, He's Playing Hard To Get, Take Me On The Floor?! Holy hell. Will gaped and dropped the sheets to his side. What the hell was she playing at? These were the least subtle hints he had ever gotten in his entire life, and he had gotten some pretty blatant hints. This was a lot of effort to put into something that wasn't likely to ever eventuate into anything.

Admittedly, deep – and by deep Will meant extremely, 15000 leagues under the sea kind of deep – down, it was kind of hot and yet so wrong at the same time that he couldn't really get past it. He'd never actually had someone use sheet music as a pulling technique and it wasn't entirely fruitless, it was just a pity that the first one to try it happened to be his sixteen year old student.

"Rachel," he yelled, looking up, planning to tell her exactly what she could do with her extremely pointless sheets, but she had already disappeared off into the crowd of people filing inside the doors.

"What's that?" He jumped at the sound of a voice extremely close to his ear and turned to find Emma standing at his elbow, pointing to the paper in his left hand.

"What, this?" He waved it disinterestedly. "Nothing, it's just some paperwork for a competition Glee club's entering."

"Oh wow," she leaned closer, reaching down as if to look at it, but before her had could reach the sheets he snatched them away.

"Very confidential paperwork."

"Right. Well when's it on? I'd love to come. Do you know the date?"

"I'm not totally sure yet," Will lied, fiddling with the corners of the pages and then thinking better of it and shoving them into his bag. "When I know, you'll know. It was Rachel's idea see, she's all about advancing the group in the community but she hasn't got all the details on it yet."

Where on earth was this coming from? Why couldn't he have just said it was Spanish papers? That wouldn't have warranted any questions; Emma didn't even speak Spanish. At least Will didn't think she did. And even if she could, it was highly unlikely that she would be interested in any Spanish written by his students. Around sixty percent of them were failing anyway, which wasn't doing a whole lot for his self esteem.

"It probably won't be very good though, the competition's pretty minor."

"Oh well. It's good to get out there and get some time on the stage, regardless."

"Right. That's exactly what I thought."

"So Rachel's organising it? Wow, that girl, she certainly has... drive. I mean, sometimes it's a little scary what with the over ambitious attitude and I'm sure some of the other students are a little terrified of her, but she seems like a perfectly nice girl to me."

"Mm," Will murmured in agreement, internally cursing himself for ever bringing her up. He didn't want to talk about her right now, not after everything that happened. To be perfectly honest in fact, he didn't really want to talk about her at all, ever again. "Nice girl. Yeah."

Emma smiled a knowing smile and Will raised his eyebrows at her. She couldn't possibly know could she? It wasn't that obvious and Rachel wouldn't have said anything to anyone else. At least he hoped she wouldn't.

"What?" He asked uncertainly, trying to force a smile and seem casual about the whole question.

"Oh nothing,"

"No, seriously, what?" He laughed, again feigning indifference but it just came out as a kind of hollow awkward laugh.

"Well, if you ask me, I think she has a bit of a crush on you."

Will cleared his throat uncomfortably. "What? No. Rachel, on me... No way, that's too weird. I mean, she wouldn't – I'm too old for her."

Emma laughed even more uncomfortably, although Will failed to see why this revelation would make her uncomfortable. Shouldn't he be the one feeling awkward right then?

"Oh come on Will. She's a young girl who gets made fun of constantly and pretty much the only person who's ever been nice to her is you. You and Finn Hudson, but he's got a pregnant girlfriend so I hardly think she'll be chasing him for very long. Besides, you're not old at all; you're young and attractive and sensitive... and kind, and handsome – or I mean, that's probably what she thinks, I wouldn't know, you know, I don't really look at you in that way but anyway; there're a million reasons why she might like you."

"Not everyone's mean to her."

Emma looked at him a little incredulously.

"Okay, maybe they are, but it's just because they don't understand her. She's a great girl but she can be a little overbearing at times. When she gets out of high school people will appreciate her more."

"Well that's exactly the appeal with you, isn't it? You're already out of high school. She can just skip a step."

Before Will could open his mouth to answer, the bell rang, making Emma jump slightly. He smiled.

"I have to go. I have freshmen first period and you wouldn't believe the stuff they get up to when you leave them alone in a classroom for more than five minutes."

Emma smiled back and clasped her hands tidily in front of her. "Good bye Will."

He turned to go and heard her voice calling from behind him.

"Be careful with her. She's quite emotional."

"Trust me, I know," he muttered, before heading off into the school in the direction of his classroom.

There was a knock on his office door and he looked up, expecting to find Emma or maybe Ken, but unfortunately, no that was too harsh, surprisingly, it was Rachel again.

He was quite sure until this week she had never been in his office once and now all of a sudden she was staying after school just to come and see him.

Once again, against his better judgement he waved her in.

"I'm busy Rachel." He couldn't be bothered with the pretence that they usually put up, pretending not to know what she was doing coming into his office. There was only so many times that he could feign indifference and after that stunt she had pulled in the morning, that count had expired.

"I want to talk to you."

"Is that all you want to do?"

"No." The blunt honesty shocked him. He was used to a far more reserved Rachel who while she spoke her mind, didn't usually have these kinds of thoughts to speak.

"Then you should go." He said and she opened her mouth to speak but he cut her off. "And don't say 'why'."

"But Mr Schuester, why not? I know you want to and I want to too and I just don't understand why you're so dead set against this?"

"Because it's illegal," he sounded out each word, carefully and slowly, because there was only so many times he could repeat himself without getting annoyed. "And I'm married and most importantly, you don't understand what you're asking for. And besides, that you're wrong; I don't want to."

"Yes you do."

"No, I don't."

"Yes, you do."

"No, I really, really don't think I do."

"Liar."

Will looked at her, preparing to continue their unbelievably childish argument when something stopped him. The something was that Rachel stood up, walked to the door and locked it, pulling the blinds shut over it. Then she turned around and started to take her clothes off.

Rachel didn't know what exactly came over her in that moment. In her whole life she had only ever been naked in front of two men and both of them were her fathers. Besides, that had been a long time ago, back before she had the moral decency to be embarrassed by nakedness. Why those morals had suddenly chosen to desert her in what was probably her biggest hour of need was entirely beyond her.

She put it down to frustration in the end, because she had nothing else to blame it on and she needed something. Frustration with herself for being scared of her feelings and finally feeling so overwhelmed by them that she was expressing herself by stripping in a teacher's office and practically begging him to sleep with her.

Frustration with him, because he continued to refuse her even though she wanted him terribly and he seemed to be even more scared of his emotions than she was. And frustration with the unfairness of the world that it seemed the people she wanted were always the people that she simply couldn't have. Why couldn't she fall for the right guy, just one time?

"Rachel, what the hell are you doing?" His hands were gripping his pen on the desk far too tightly and his eyes were trained to her face as though he couldn't bear to look anywhere else.

"I've had enough." She pulled her sweater over her head and dropped it on the ground. "Enough of people telling me that I can't have what I want. I want you Mr Schuester, please just let me have you."

The words sounded ridiculous to her, but she was too far gone to care anymore. She took small steps in the direction of his desk. In his chair he leaned away from her and looked down at the floor.

"Look at me Mr Schue," She slowly lifted her shirt up over her stomach, pulling it over her head and dropping that on the floor too. He didn't comply.

"Mr Schuester." She reached out a hand and touched the bottom of his chin, pulling his face up and forcing his eyes onto hers. They had a pleading look in them which made her heart wrench painfully but it was too late to stop now and even if she could have, she didn't really want to.

"Look at me," she repeated in a whisper.

"Rachel don't do this to me," He replied in a dry croak, his eyes staring beseechingly up at her. "You don't know what you're doing."

"Yes I do," she replied, her fingers moving to her skirt and undoing the buttons one at a time, until she could slide it down over her hips. With an almost pained expression, that Rachel had seen on him for the first time one week ago, his eyes tore from her own and travelled down over her body.

She felt exposed, standing almost completely naked with a man's eyes drinking in every detail of her skin. Exposed and yet invigorated. There was a charged energy in the air which sent a buzz down Rachel's spine.

He groaned and leant his head back against the chair, closing his eyes. Rachel once again took his hand and pressed it to her stomach, in the same fashion she had done in the auditorium merely days ago. Only this time, there was no fabric to act as a barrier and the chills that shot through her body were something completely new to her.

She felt a small tug as Will tried to pull his hand back, but the effort was half hearted and she held it there with no trouble.

"Stop fighting it," she said, shifting her grip so she could slide his hand upwards, over her ribs. She shivered when he touched her, despite the fact that his eyes screwed up even more than they had been before. "Just stop."

His hand reached her bra and finally his eyes opened. Rachel held his hand more firmly, ignoring the nervous churning feeling in her stomach and stared into his light green eyes. She was nervous and tense and excited all at the same time, waiting to see what he would do.

For a very long time they stayed where they were, Rachel's hands clasping Will's to her breast, their eyes seeming to battle for control of the situation. Then with another groan, Will gave in.

"I can't believe I'm doing this," He whispered, and then his hand was on the back of her neck and he pulled her down gently, kissing her in a way that was unlike anything she had ever experienced before. His lips were firm and soft at the same time, moulding to hers and falling into a rhythm that Finn, during the two kisses they had shared, had not been able to accomplish. It was hungry and restrained at the same time, as though he was afraid to kiss her too hard and lose himself. But that was exactly what Rachel wanted him to do; she wanted pure unadulterated passion and desire and no thinking or self-control. They didn't need it now, not anymore. Not now that he had finally given in.

He tasted nice in an unusual way, with a slightly bitter hint of coffee marring the flavour, but Rachel didn't mind overly much. Coffee wasn't her drink of choice but somehow Will managed to make it seem sexy. Goodness knew how.

She carefully lowered herself onto the chair, pressing her knees either side of his legs and straddling him, tilting his head backwards to gain better access to his mouth. It wasn't the most comfortable position she had ever been in; the chair was digging into the outsides of her thighs on both sides and her muscles were straining from holding herself up. The kiss though, made up for any discomfort she may have been feeling, because the sensation of Will Schuester's tongue on hers, along her teeth and rubbing the rough roof of her mouth sent butterflies flapping wildly around her stomach.

She lowered herself down onto his lap and he slid forward in the first real display of reciprocation he had shown, pressing his groin into hers. A sharp sudden pleasure shot through her and she pulled away from the kiss, gasping.

"What is it?" He asked uncertainly, his hands jumping back off her as though maybe her gasp was due to the sudden realisation that this was a mistake. She shook her head wordlessly and pulled his lips back to hers, pushing her hips into his in an effort to recreate the feeling that had passed just as quickly as it had arrived.

He groaned against her mouth and she realised with a renewed sense of vigour that she could feel him hardening against her. Her stomach twisted in arousal and she felt a slight throbbing between her legs.

She rolled her hips over his once again and the sensation between her legs increased. She gasped a little more openly than the last time, pulling back to rest her forehead against his as she continued to grind over his ever growing erection.

Her eyes met his and the look in them had distinctly changed from the last time she had seen them. His pupils were dilated, and seemed to almost burn with an excitement that she was certain mirrored her own. Rachel's breath came in short sharp gasp, her shoulders heaving as she ground her hips into his.

Will's lips moved to her neck, sucking on the skin and she groaned, far too loudly and far too openly for what was meant to be a secret rendezvous in her teacher's office.

"Oh my goodness," she breathed, twisting her fingers into his hair. "If I'd have known this felt this good, I would have done it earlier."

"I'm gonna pretend I didn't hear that," Will grunted against her neck, his tongue licking a small line over her skin.

Rachel wanted to tell him to stop being the mature adult now, since it was a little late for that, but she was still conscious of saying something that might trigger his responsibility reflex and make him dump her onto the floor and run off like he had done during Glee the other day.

"Wait a second," she breathed, pulling back and drawing in a deep breath. "This is hurting my legs. Can we please move?"

"Sure."

His hands clasped under her legs and she was lifted through the air in an almost effortless seeming motion, until she found herself seated on the table with Will's legs pressed in between hers and his lips kissing hungrily up and down her neck.

These pleasures she was feeling now were different to the ones she was used to. They were short and sharp and faded quickly as new waves rose up to take their place. It was good, she decided; better than good, it was great.

Will's teeth grazed the side of her throat, biting down lightly and sending an entirely new shock wave through her. It wasn't painful but it had an edge to it that Rachel liked.

She slid her fingers to the buttons on his shirt and fumbled her way down the line as quickly as she could. She wasn't very adept at taking clothes off, especially when she was distracted by someone trying and succeeding in taking her bra off.

He bit her collar bone and she gasped in shock and delight. Piece by piece, clothes were strewn on the floor until Rachel found herself sitting completely naked in front of her teacher who was wearing nothing but a pair of boxer shorts.

Lips danced over every inch of her skin, planting small, stupor inducing kisses on her. Her eyes were glazing over and she was having trouble linking her thoughts together, not that they were on much more than the immediate physical pleasure she was experiencing under the caress of Will's eager mouth.

Small moans escaped from her as every so often he hit a spot which set her nerves shivering and twitching in response. Rachel was finally starting to understand just what it was like to be out of control of your own body.

She found it almost embarrassing, the way the noises erupted from her throat without warning and she was powerless to stop them. It felt humiliating and exposing, as though she was telling a secret that she should have been keeping to herself.

Her eyes were completely unfocused by the time he dipped his head to her breast, nipping the bare skin with his teeth and allowing them to lightly graze over her nipple. Rachel shivered and wriggled dazedly.

"That feels good," she whispered disjointedly and Will seemed to take this as a cue to nibble harder, pressing his mouth down and flicking the nipple with his tongue, drawing groans out of Rachel once again.

"That's what I'm aiming for," Will answered throatily as he raised his head back to hers and kissed her.

His tongue searched hungrily in her mouth now, as though looking for some response that he wasn't quite getting. Rachel wasn't exactly certain what he wanted of her and so she went with the most obvious option.

Reaching a hand down to the thin fabric of his boxers, she rubbed over the hard length inside them, causing him to groan and grimace in a pleasurably pained kind of way. In return, his deft fingers moved to her thighs and before she knew what was happening, two of them had glided inside of her and her whole body shook in reaction to the newfound sensation.

They slid in and out of her in a practiced manner, leaving Rachel to wonder just how many times he had done the same thing with his wife, but she quickly dispelled the thought; the last thing she needed to think about at that moment was that fact that her teacher was a married man. From the heady look on his face he most definitely wasn't thinking about that.

With a sudden sharp sensation and a rush of heat, Rachel felt a new pleasure rising in her stomach and her eyes widened, rolling backwards until she could barely even see anything. She bucked her hips into his hand suddenly desperate to reach the crest of whatever wave she was riding on that was making her feel this extraordinary. The moans that escaped from her this time were a series of unintelligible vowels and groans with Will's name tossed occasionally into the mix.

All too quickly, right when Rachel thought she was ready to finish it, Will stopped moving his hand, pulling out of her and leaving Rachel a shuddering, over stimulated ball of nerves and senses on the table in front of him.

"Why did you stop?" She asked, unable to keep herself focused enough to even look at him properly. Her breath came in short, uneven gasps and she could barely understand the words she managed to get out.

"Rachel, are you sure this is what you want to do?" His voice was low and husky and filled with a need Rachel had never heard used in conjunction with her name before. "There's no going back after this starts."

She chose not to answer, instead grabbing his shoulders and yanking his mouth down to hers to kiss him roughly. It was a sloppy, poorly executed kiss that was pretty much the best she could manage in her highly aroused state, when all she could think about was trying to satisfy the need inside her. Pulling her lips briefly away from his, she slid back over the table and lay down, taking his hands and tugging him down with her.

It felt strange to have another body lying on top of your own. Will's body was different to the only other male body which had lain on hers. Finn was large and a little awkward and heavy. Will was heavy too, but it was a lithe, strong heavy that sent chills down her spine. He felt like a safe person to be underneath and she liked it unquestionably more than she had expected to.

Wrapping her legs around his waist, she felt him pressing into her, exactly where she wanted him to be and with a small murmur of excitement she rubbed her hips against his, feeling the now familiar sensation of the waves of pleasure coursing through her.

Will pushed back into her, his erection seeming to grow with every pass of her hips and she groaned expectantly in his ear. The grinding was nice but it wasn't doing anything for the hollow feeling in Rachel's body, predominantly in the place Will was rubbing most eagerly against.

She slid her hands down and pulled his underwear off, releasing him and feeling the sudden press of heated, solid skin against her own tender flesh. She murmured something in his ear, although she wasn't entirely sure that what she had said was a logical string of words, or even if they were words at all. All she knew was she wanted Will and she wanted him now. And that was exactly what she got.

The sudden, sharp pain pulled her directly out of the stupor and she gasped, her fingers digging into his back for a whole new reason. It hurt. And it didn't just hurt; it hurt.

"Ow!" Rachel grimaced, swallowing hard and looking up at the ceiling. "Ow, God, stop."

Will's movement ceased in what she could feel was an effort to restrain himself.

"Are you okay?" He held himself completely still inside her as she waited for the throbbing, tearing pain to pass. It didn't.

"No," Rachel answered, before she could stop herself, putting a hand to her mouth to muffle another groan. "Oh my God it hurts."

"I'll stop. Should I stop?" he began to move to pull out and Rachel dug her fingers into his shoulders harder.

"Could you please stop moving?!" She hissed. "I had no idea it felt like this. I thought they were exaggerating."

"Apparently not," Will answered, dropping his head to rest on the desk but holding himself still, something which must have taken a great deal of effort. "I think we should stop."

"Just," Rachel paused, "just hold on a second. I don't want to stop."

It seemed like they had gone too far to give up now. After all the work she had put in to get here, it couldn't really end just like this. It wouldn't be fair to either of them and the awkward scenes playing out between them in Rachel's mind pushed her to finish what she had started.

"There," Rachel lied, "It's alright now."

"Are you sure?" He moved slightly and Rachel winced. It was tender, but not unbearably so. Just uncomfortable enough for it to be unpleasant.

"I'm sure."

"Okay. I'm moving now," he warned her, and she felt the sudden tug of flesh against flesh as he pushed in a little further. It grated on her, like the feeling of hot water on too cold skin, or accidentally scraping a pre-existing graze on your elbow.

It was horribly awkward, made even worse for her by the occasional grunts of pleasure from Will as he thrust in and out of her, trying in vain to be gentle with her. It hurt and stung and it was too quiet and it was all completely wrong. This wasn't how it was meant to go. It was meant to be special and beautiful or if not that, at the very least passionate and wild. This was uncomfortable and sore and a little bit heartbreaking.

Suddenly she became acutely aware of all the strange, unfamiliar noises around her, like the slow slap of flesh and the rustle of papers as her back rubbed them over the wooden desk. She could her liquidy sucking noises as he pulled in and out her but it didn't sound sexual and exciting; just squishy and weird, like jelly or something. She felt almost detatched from the experience, as though she was watching the two of them from the outside, except the uncomfortable rubbing served to ground her a little too much to truly believe that.

The pleasure in having Will moving inside her wasn't quite enough to overcome any of the other, far more horrible aspects of the event and as she felt Will come to a grunting, shivering climax inside her, she felt one single wave of slightly marred pleasure before it was over and he collapsed on her, his body weight no longer pleasant, but a burden that she neither enjoyed nor wanted to carry.

His sweat was cold, rubbing off on her already chilled, exposed body and before she knew it, silent tears began to trickle down her cheeks. This was all wrong. Everything had been perfect and she had done nothing but ruin it for herself. Her tear trickled into Will's hair and he rolled off her silently. They lay still for a long time before either one of them plucked up the courage to say something.

"Rachel, I'm so sorry," he whispered, not looking at her, most probably, she guessed because he couldn't. She didn't blame him; she didn't want to look at him either.

She didn't know what he was apologising for because there were so many things that shouldn't have happened. She just nodded and wiped away the tears. Climbing to her feet, Rachel pulled her clothes back on, the strategically planned underwear now feeling more like a joke than anything else.

He didn't say anything else and she didn't expect him to. What else could be said? 'Sorry'. That was it. It was what he was and tragically, it was what she was too.

Thanks for all the reviews and alerts and favourites! So nice and definitely encouraging, it's great. Thanks.