I'm ignoring HEAPS of timeline issues here, and pretending that Will had moved out of home for like a week or something before he got disqualified from sectionals… and also pretending that Will didn't kiss Emma after the 'My life would suck without you' performance.

Also, this isn't beta'd so my apologies for any shoddy proofreading!

He knew it was inappropriate to think of her that way, she was his student and she was 16 years old, but something in him had changed, and he found it very unsettling. It hadn't started until he'd left Terri, he supposed that until then he'd had something tying him down, a commitment of sorts, and he was an honest man, he wouldn't betray his wife.

But she had betrayed him, and that's when it had changed.

Not straight away, the first few days he'd been too mad, and then too hurt, consumed by the issues he faced, and then in glee one day she smiled at him. That was all it was, an over excited smile, it reminded him of the way she had smiled at him when she'd been infatuated with him, and it irked him for a moment and then all of a sudden, it didn't, and that irked him more.

It made him feel something he couldn't describe, like a sense of excitement over something new and forbidden, he wasn't sure if he liked the feeling, but he knew it wasn't going away. So he convinced himself that as long as all it was just a feeling, something he kept to himself, then it was fine, he wasn't hurting anyone.

He found that night, that he thought about her before he fell asleep, lying in a cheap motel, staring at the dirty ceiling he couldn't help but let his imagination run wild. Images ran through his head, of her in the choir room, spinning and dancing, her skirt lifting as she moved, and he'd get a peak of coloured cotton panties, like he had once or twice in the past. Only now, in his head, there weren't other kids around her, and he was allowed to keep watching, in case her skirt flew up again. The thoughts made something stir, deep in his stomach, a churning feeling of arousal and exhilaration. His imagination got more vivid, and instead of him watching placidly while she moved for him, he was involved now. Guiding her through a step, his body pressed against hers as he manoeuvred her around the room, and in this fantasy he could touch her, her hands her arms, her body, and he could push himself against her, and eventually the passion would become too much, and she'd turn in his arms, and she'd kiss him, and it would go on from there. As he drifted off to sleep he imagined her laying beside him, her hair splayed out as she slept peacefully in his arms, their activities of the evening having worn her out.

The next morning he had to convince himself that he'd gone too far, sure it was all imagination, but he shouldn't have let himself think of a student that way, it was improper. As he'd walked out of the hotel room, and towards his car he'd been mad that he'd let himself get away with it, and he promised himself that these feelings would never resurface, and he would never have another moment with Rachel like the moments he'd had with her the night before, whether they'd been real or imaginary.

He couldn't help it though, when she had been standing before him that day in rehearsal, it had come flooding back. As he watched the kids practice a number they knew well, he couldn't help but stare at Rachel, watching her toned legs move, her much too short skirt sway, the way her silky brown hair flowed behind her as she moved, and how her face lit up with the music. He thought she was gorgeous, beautiful, her smile was amazing, and all he wanted to do was step forwards, pull her towards him, and kiss her, he wanted to know what those lips felt like. It thrilled him to know that at one point she had wanted him to know. There was no way he'd ever find out, but it was pretty seductive to think, that if he tried to woo her, he'd probably get what he wanted.

He was nicer to her after that, he put up with more of her diva moments, and approved her more of her wishes, and he knew some of the other kids were resentful about it, but he was careful about how much he granted her, and they'd never work it out. He liked to see her smile, so he smiled more, because she was the kind of person who always smiled back. On one or two occasions he granted himself the chance to touch her, a "no Rach, this arm goes here" and he'd move it for her instead of just telling her, or a "thanks for helping Finn with his vocals" back pat. He enjoyed them so much, and he never got an inkling from her that she didn't like the attention, so he didn't stop giving it to her.

When he was removed as faculty advisor for glee, the thing that upset him the most was that he wouldn't get to see her and talk to her like he wanted to, sure he'd still see her in Spanish, but there was little chance for conversation, and he never got to touch her. The most he could do in their new situation was stare at her legs under her desk discreetly when he was seated at his own. Or stop her on the way out of the room to ask her about rehearsals and how everyone was going, but she was too focused to see his ulterior motives, so she just answered his questions in detail.

Emma quitting after sectionals wasn't as upsetting as he'd let on, in a moment of insanity he'd given her the impression that she should stay so that they could be together, part of him had hoped that if they were together then he'd be distracted from Rachel. He'd been glad she declined though, because in all reality he didn't want to date her, and honestly he liked being with Rachel too much, even if it was only in his head.

He'd been so excited when Figgins told him he could go back to glee, and when he walked into their lunch time meeting that day his eyes had immediately found Rachel in the group of students, she didn't look happy, and his heart dropped, but she looked so cute, with her mouth all pouty. When they gave him the trophy and he told them how proud he was of all of them he couldn't help but watch as she beamed at him.

When the song they were singing for him started he recognised it, he knew what they were trying to say, they wanted him to know that they appreciated him, but those lyrics at the beginning made his heart soar. They weren't really appropriate for a student to sing to a teacher, but they were just what he wanted to hear, straight from her.

"Guess this means you're sorry, you're standing at my door, guess this means you take back, all you said before," she danced her way across the room, and all he could think was that he really was sorry, he was sorry that when he'd had a chance with her he hadn't taken it. He knew that wasn't what she was offering with the lyrics, but he could dream.

"Like how much you wanted, anyone but me, said you'd never come back, but here you are again," at the time it was true, he hadn't wanted her, but he did now, and god if he thought he could show up at her door and tell her that, and there'd be no repercussions he'd do it in a heartbeat.

As the song went on he got distracted by the other kids, their singing and their dancing, and he was so proud of how good they'd gotten, and it wasn't until the song ended that he remembered who he was most proud of. He watched as they all whooped and hollered as they ran out of the room on their post-win high, waving back at him as they disappeared off to eat their lunch. She stopped at the door, the other kids going on without her and she turned to look at him, her smile magnificent, she proclaimed, "I know I give you a hard time sometimes Mr. Shue, but I really am glad you're back, no one could ever replace you," and he nodded before she bounced out of the room too.

That night she was in his imagination again, her naked body pressed against his in a post coital state, not that he ever imagined the actual act of sex, part of him oddly felt that to do that without her was violating her privacy. The moments afterwards he had no issue with though, her body draped respectfully and sensually in bed sheets as she lay against him, head resting over his heart as her fingers traced patterns across his abdomen. "I'm so glad you came back," she whispers, lifting her head to place a kiss on the spot she was just resting, "I missed you so much Mr. Shue" she tells him as she put her head back down and he runs his fingers though her long hair. In his imagination she still calls him Mr. Shue, he made her call him Will a few times, but it sounded wrong, she sounded like Terri, or Emma, or on one horrible occasion when he wasn't paying enough attention she'd sounded like Sue when she used his first name. He didn't love any of those women, he loved Rachel, and she called him Mr. Shue in real life, so that s what she called him here, besides, it was pretty hot.

That's how it went on, for days and weeks and months, he tortured himself with the images of a relationship with the girl he was in love with. To the rest of the world he looked as if he'd moved on, leaving Terri and watching Emma walk away, he'd found himself a new place to live and he seemed better than ever, but he was beginning to feel worn down. He'd see her at school during the day, and he wouldn't be able to hug her or kiss her or tell her how he felt, and then he'd get home, and she'd be waiting for him, and he wondered if he would ever walk through his front door and actually see her there, if one day his dreams would come true.

He began to find it harder to draw the lines between reality and fantasy, and at school he'd constantly catch himself moments before touching her inappropriately, or having to remind himself not to bring something up that they'd had an imaginary conversation about as opposed to a real one. It was starting to worry him, that he was becoming too obsessed, almost like a stalker or a pervert, all he wanted was to be with her, and if she weren't his student he'd have made a move a long time ago, but she was, and she was only a kid, and he didn't want to hurt her. But he was getting out of hand, too much imagination and too much dreaming, and this wasn't a sweet crush anymore, it was an unbridled desire, so one day he just let go, whatever will be will be, and he may as well have a go, make a move.

Subtlety was going to be essential, if she seemed at all uncomfortable, he was going to need to be able to back out without ruining their student teacher relationship. He waited for the opportune moment, it took a few days to arrive, but it did eventually, she'd come to him, requesting some one on one help with a solo he'd given her. It was nothing unusual, she often came to him for a bit of extra help, only usually he did his utmost to suppress any feeling he had for her, today would be different.

She stood next to the piano, singing as he played the melody for her, she was struggling with one particularly long note, and instead of telling her to shorten it, as he may have before, he took his chance. "Rach, if you focus enough on your breathing you'll be able to get this," he assured her, "come here" he gestured for her to stand closer to him so he could reach her. She moved to his side without a second thought and he placed his hand at the top of her forearm, her eyes travelled to where he touched her, and she could see a small look of puzzlement adorning her features. He moved he hand quickly, but not too quickly down her forearm until it rested on the back of her hand, closing his big hand over her small one he picked her hand up and placed it on her stomach, holding it in place with his own. "Ok, so before you start the line, you need to take a deep breath, pull your stomach muscles in, not out like it naturally would when you breath," she gave him a look, as if to say duh, I've been having singing lessons since I was a baby, I know how to breath when I sing. He just ignored it and went on, "you have to pace yourself, the note is long, so you have to make sure there's enough breath left in you to get it out." He turned his head back to the sheet music and with his other hand indicated to a spot on the page, "when you get halfway through the line you should still have more than half of your capacity left, try it again, and feel where your stomach is as you go, try and even it out," he told. He regretfully let go of her hand, and turned back towards the piano playing the melody so she could sing along to it, after a few tries she was starting to get it, and when he figured she was getting tired he stopped.

He slid across the piano bench so he was no longer sitting in the middle of it and gestured for her to sit next to him. Again, she moved to be near him without a second though, and he wasn't sure if that was a good thing or a bad thing, either it meant she didn't mind the physical proximity even though she should, or it meant she didn't notice that they were close, as if it never crossed her mind that it were suggestive of something more. "Is there another song you want to practice?" he asked her, gesturing to the folder filled with sheet music in front of them.

"Umm," she paused, picking the folder up and leafing through the repertoire to see if there were any other numbers she wanted help with.

He took the chance to strike up conversation, "so how are things going for you at the moment?" he asked, "I've noticed the other glee kids aren't giving you as much of a hard time anymore."

She looked up at him, sufficiently distracted by his question, "well, most of them, I mean Kurt and Mercedes and I don't really ever seem to see eye to eye, but I think that's because are personalities just clash." She nodded as she thought, "And Quinn hates me less now that she and Finn aren't together and I haven't pounced on him like she thought I would, so that's nice because I don't get called treasure trail or man hands nearly as much." She looked down at her hands as she told him this.

"I don't know what a treasure trail is, but you don't have man hands Rachel" he assured her, and she looked up at him smiling that smile he worshipped.

She laughed a little before telling him, "a treasure trail is the line of hair that men have that goes from their navel down to their…" she stopped awkwardly, "uhh, down" she finished lamely, turning back to look at the folder, worrying her bottom lip between her teeth. She suddenly turned back to look at him determinedly, "I don't have one" she assured him, as if worried he'd think the rumour had merit.

He laughed before placing a hand on her knee, "I'm sure you don't," he could see her gaze drift down, and if she had been wearing pants it probably wouldn't be that big a deal for his hand to be where it was, but the fact was, she wasn't, she was wearing a short skirt like always, and his hand was on her bare skin. He tried to gage the look on her face, she didn't look bothered per say by his affections, but she'd certainly noticed, it wasn't every day that a male teacher put his hand on her leg. "I've got an idea" he said, squeezing her leg a little before letting go and taking the folder out of her hands, how about we run through the choreography for 'touches me'? he offered, dropping the folder on the top of the piano as he grabbed her hand and pulled her up. He personally didn't like the song, but Brittany and Tina had convinced him to do a Mika song so he could give Kurt some 'guy' solos, and once he'd got all the kids into it they actually sounded really good singing it. It was a new choreography, and he wasn't really worried that she wasn't getting it, he knew that most of the mistakes she made were probably caused by the fact that she was partnered with Finn and he was a much slower learner then her, but she didn't seem to mind the suggestion.

This was part of the dream, getting to dance with her and not having to worry about it, he turned the backing music on and watched as she went into the dance without missing a beat. He stood next to her, and waited for a point in the song where her partner would be required, he was a little worried that this was going to have turned out to be a stupid suggestion as she seemed to know the whole routine, but he stress was calmed when he took her hand to spin her and she failed her other arm out awkwardly effectively stopping him from being able to take the step closer that he needed.

He stepped away from her, pausing the music, and as soon as he had she jumped in quickly with an apology, "I'm sorry Mr. Shue, it's a reflex, Finn usually overspins me," she explained, staring up at him apologetically through her eyelashes.

"Its fine, that's why we're doing this, if you can do it properly, then Finn will learn it faster," he assured her, starting the song again, "you don't have to worry, I'm much more coordinated then Finn" he assured her, and she smiled back at him as she started dancing.

It took a couple of tries to get past the first few partner steps, but once she trusted him not to drop her on her face she seemed to relax and get more into it. He was enjoying being able to take her hands and twirl her, and hold her waist as they moved next to each other. He loved the moment in the song where he got to pick her up, she was even lighter then he thought she'd be, and it meant he got to put one hand on her leg and the other on her hip as he raised her up in front of him. He made a mental note to put more lifts in the future dances, in case he got to practice them with her. Each time they went through the dance he got a little handsier, careful not to just grope her, but his grip was often firmer then needed or more splayed them required, and he was quite sure she'd noticed.

He was sure it wasn't just his imagination playing a trick on him, and that she really was leaning into him more, and stepping closer. She even tripped over once, and he was quite sure she'd done it so he'd have to catch her in what would normally be an awkward position of a teacher and student. As she fell forwards and away from him his hands flew out to catch her, and she didn't seem bothered in the slightest that one was resting just below her breast and the other right in the middle of her hips. She just turned her head back towards him and smiled at him appreciatively before she carried on. It went on like that for about 20 minutes, before he was slightly out of breath and decided they'd probably both had enough. Rationally he had known all along that it wouldn't happen, but a little part of him had desperately hoped that like in his imagination, when he showed her steps, or partnered her in choreography at some point she'd turn to him, grab him by the collar and pull him down for a kiss, but she didn't. She did however, at the end of their final run through of the dance turn awkwardly towards him and upon finding herself pushed up against his chest chose not to step away quickly. She tilted her head up so she could see his face and with slightly flushed cheeks she told him, "thanks for that Mr. Shue."

Despite his better judgement he reached up and brushed some of the hair out of her face, letting his fingertips slide gently over her cheek before he dropped his hand back to his side, smiling he spoke, "anything for you Rach." He said it with a smile, and it sounded casual, but there was an ulterior motive hidden beneath the surface, and he hoped she noticed.

Her eyes darted somewhat awkwardly around the room at the comment, before coming back to settle on his, and her bashful smile gave him courage to give her a different sort of smile, it was half way between a smile and a smirk, and it was the kind of look you gave a woman when you were delivering a pick up line. "It's not like you've ever needed much help with your dance steps," he told her, and if it was possible he lent into her even more, "you've always been very talented," and he let his hand brush over hers gently but purposefully as he said it.

She blushed a bit as if understanding it was more than a compliment, she nodded before finally taking a step back from him, "I should probably get going," she said backing away to pick up her bag, "I'll see you tomorrow."

He let his eyes fall appreciatively on her retreating form as she walked out of the room, he was quite sure she caught him staring at her ass when she turned to wave, but even if she had, she didn't seem bothered about it. "I'll remember to practice my breathing" she told him, placing a hand over her stomach as she said it.

He hoped he'd done enough, he didn't want to scare her, he'd just wanted to plant the seeds, get her thinking about the possibility, and who knew, maybe she'd respond over the next few days.

He saw her in passing the next day in the hallway, standing at her locker, and he took a moment to enjoy what she was wearing. A form fitting aqua t-shirt clung to her breasts, it was tucked into her waist height denim skirt, cinched with a belt around her tiny waist, and paired with her irresistible knee high socks that made her legs look as if they went on for miles regardless of the fact that she was quite short. He had a class he had to get to so he didn't stop to talk to her but he winked at her as he walked past. What the hell, if he was going to risk his job over her he may as well have some fun with it.

It wasn't until fourth period that he saw her again, she didn't have Spanish or glee that day so he hadn't really been expecting it, but he was sitting in his office when he heard a knock at his open door and he looked up to see her standing there in front of him. "Hi Rachel," he motioned for her to come in, which she did, although when she pulled the door shut behind her he was a little perplexed. "Is there something I can help you with?" he asked her politely, watching with interest as she blushed a little at the question and avoided eye contact.

"I guess, it's stupid really, I just was wondering, umm, about yesterday, I didn't, I ahh," she looked so embarrassed as she mumbled confusedly in front of him. He had a feeling she was trying to ask about his intentions the day before, but she had no idea how, and he wasn't going to help her in case he was completely wrong and just ended up blurting out how he felt about her. "I kind of, umm, I don't really know if this is, but, I, yesterday I couldn't umm," and at this point he took pity on her.

"Rachel are you upset about something?" he asked her, it was a safe question, if she was mad at him, or he'd made her uncomfortable she'd be able to say so, but if he was off base it might give her a way to tell him something else as well.

She looked up at him suddenly, "No, Mr. Shue, that's not it at all," she told him seriously, there was confliction in her eyes as she tried to find the words she wanted. "It sort of the opposite," she told him, but she didn't seem to understand what he was trying to say herself.

"You're the opposite of upset?" he tried to clarify, "You're happy?" he asked, hopeful that they were on the same wavelength.

"I, uh, no" she shook her head, and his heart sank a bit, "I mean, I don't know, I'm just, I'm confused" she patched together, and he saw some light shining through.

"You're confused?" he asked, and she nodded even though she looked so unsure of herself. "About yesterday?" he asked, going back to her first ramblings, and she nodded again. "Are you confused about our rehearsal yesterday?" he tried.

She looked at him with more clarity now, "yes," she confirmed. He smiled a little despite himself, he'd obviously given her enough hints the day before, that in true Rachel style she'd gone home and analysed the afternoon over and over in her head, the wink in the hallway must have just been the cherry on top that made her come and ask him.

He stood, and slowly made his way around the desk, "are you confused about your solo?" he tried, and he wanted to check all his bases before he went for the home run.

She shook her head, "no," and her eyes dropped away from his as he approached her, her teeth worrying her lip, the way she always did when she was nervous.

"Are you confused about the choreography?" he asked her, standing right in front of her now, it was as if he had some power over her, that he could make the ever determined Rachel Berry squirm.

"No" she replied again, sound more desperate, she looked up at him, and he was standing closer then he should have been, but she seemed not to notice. It was as if she was begging him with her eyes to understand her, and he was sure now that he did, but he still had butterflies as he asked.

"Are you confused about me?" he asked her, and with her eyes still glued to his she nodded, all he could think was this could be it, the moment I've dreamed about. He moved closer to hers still invading her personal space even more, he watched as she took a shaky breath, when he brought one hand up, to rest on her elbow she let her eyes flutter shut for a mere moment, before they opened again and returned to his face. He was so sure that he was right, there was no way he'd read this wrong, she was nervous but she wanted this. So he dipped his head, and the hand that was resting against her elbow pulled her forward ever so gently, and he pressed his lips against hers. It was only for a moment and then he pulled back, looking down at her quickly to gage her reaction.

Her eyes were wide, her face stunned, and when she realised he was waiting for something she simply whispered, "wow," before raising her fingers to her lips and letting her eyes glaze over in thought.

She wasn't giving him much in the way of emotion, so with a furrowed brow he asked, "wow, good?"

Her attention snapped back to him and with a quirked eyebrow and a newly returned determination she smiled a little before nodding, "yeah, wow good."

He let out a sigh of relief that he hadn't realised he'd been holding onto, as a smile graced his features too, and then she did it, albeit more gently then she did in his fantasies, she reached up, one small hand clutching each side of his collar and she pulled him down to meet her. Her lips moved against his this time, and his hands quickly found their way to her hips, pulling her tiny body into his. He felt her lips part and her tongue dance across his lower lip so he opened his mouth to hers, pushing his tongue into unexplored places, letting his tongue dual with hers as he let one of his arms encircle her waist and his other hand came up to sit at her jaw line. It was everything he'd dreamed and more, her body pushed against his as their mouths caressed each others. He broke contact with her for a moment, desperately needing a deep breath, but the mewling noise she made as he pulled away almost killed him with arousal and when her arms wrapped around his neck, pulling him back down to her, he just melted into the moment. Part of him knew this couldn't go on for long, they were in school, in the middle of the day, and someone could come knocking at his office door at any moment. So he decided to give himself one more minute, and to make it worth it. Stepping forwards he pushed the backs of her thighs into his desk, he could feel her grip on him tighten as he leaned forwards, letting go of her waist and bracing himself on the desk. His teeth nipping at her lower lip as he pushed his lower body against hers, dropping his hand from her cheek to trail his fingers over her exposed thigh, damn he loved those skirts, and after a taking a moment to savour the memory just in case he never got the chance to do this to her again he stopped.

He pulled her to a standing position in front of him, making sure she was balanced before he let go. He watched her drag a hand across her lips removing any evidence of their activities from her face, before she reached up and did the same to him. Slightly out of breath he looked down at her, "we can't do this here," he told her, even though he was quite sure she'd figured that out already.

She nodded at him as is to agree, casting a glance behind him at the still closed but not locked door, "But we can do it again, right?" she confirmed as she too caught her breath.

She was smiling, but he held a serious expression as he spoke, he wanted her to know he meant what he was saying, "only if you want to," he told her, "if I've crossed a line, you can tell me, you don't have to feel pressured," he assured her.

She moved to sit in one of the spare chairs, "well you have crossed a line," she told him in her typical Rachel fashion, not noticing how blunt she could be. "I mean you're my teacher Mr. Shue," she whispered as if it made a difference, "but I'm quite mature for my age, and I know what I'm doing" she told him confidently.

"Right," he smiled at her as he rubbed a hand through the back of his hair, his eyes darted over to the clock on the wall, and he could see she only had a couple more minutes until the end of her free period. "You should probably get going," he indicated to the time, "we can talk about this sometime later," he assured her.

She nodded in agreement, "sure, maybe you could help me some more with my vocals after school today?" she offered as she stood up.

"I think I could do that" he smiled at her devilishly.

"ok, well I'll see you then," she confirmed, stepping forwards and leaning up to kiss him on the cheek, "Bye Mr. Shue" she waved as she walked out of the room, her face exploding into a huge smile as soon as her back was turned to him.

He watched her as she walked across the choir room and out of the door, enjoying the view, "this could be interesting," he muttered to himself as he retreated back into his office.

Leave as a one shot? Or make into a multi-chapter? Please review and let me know!