Notes: For Proofpudding, whose great vid "Right Angle" I had on repeat throughout the writing of this. Beta'd by the brilliant La Reine Noire, who talked me down off the ledge of this story, and by the amazing Clio, who polished it to a shine: they are both wonderfully insightful writers and critics, and it was a privilege to work with them. Also, Myrifique is a filthy, filthy enabler of my Will/Rachel love. Spoilers through 1.18 "Laryngitis," but set some time after that.

Rachel always knows exactly what she wants. Getting what she wants, that's another story.

It's no use telling herself she wants the wrong things – desire is desire, and nothing changes that. What she can do is sift through her desires, pick out pieces, follow threads. See if they lead somewhere achievable.

Mr. Schuester ricochets around rehearsal, a raw nerve since his divorce. Everyone knows about it: his wife's fake baby, the weird flirtation he had with Ms. Pillsbury, how Coach Tanaka dumped her because she liked Mr. Schuester too much, and then how she turned around and called him a slut in front of the entire faculty. Rachel, unlike the rest of the Glee club, is actively interested in his personal drama, because his issues directly impact the club, and therefore her.

When left to his own devices, Mr. Schuester tends to make poor decisions, particularly involving musical genres best suited to the voices of people who are not her. He's obviously throwing himself into Glee as a distraction from his problems, and while Rachel approves of that, he needs a guiding hand to prevent him from doing anything stupid.

The problem, of course, is that he doesn't always know what's good for him – specifically, listening to Rachel. She knows he cares about her, but he is far too inclined to think of her as just a student, and therefore to disregard her advice.

He doesn't trust her. If she's being honest with herself, she knows it's not entirely unfair. She had behaved somewhat childishly over Cabaret, she'll admit, although he wasn't much better. And it was her fault – indirectly, but still – that he wasn't able to come with them to Sectionals; the expression on his face as he walked away from the bus was more painful than Finn's absence, or Jacob Ben Israel's presence. She hadn't realized how much she needed him until that moment.

Rachel is not prone to dark nights of the soul – this is one of her better qualities – but in the aftermath of Sectionals, she's come closer than she's ever been.

One morning, Rachel walks in on Quinn sobbing in his arms; she's saying, "I'm sorry, I'm sorry," over and over again. Mr. Schuester shakes his head at Rachel, and she withdraws quietly. He's crying, too, and Rachel puts the rest of the pieces together.

Quinn Fabray has no business knowing more about Mr. Schuester's life than she does: he is Rachel's mentor, even if he is not always as supportive as he should be. If he is going to cry in front of anyone, it should be her. Not that she wants him to cry, but she wants him to feel comfortable enough to do so, if he chooses.

When Rachel cried in front of him, he didn't hold her like that, or stroke her back, or kiss her hair. She knows why he didn't, and oh, the humiliation of that still stings. But Quinn, even though she's a liar and a cheater and she conspired with Mr. Schuester's crazy wife to betray him – he isn't afraid to touch her.

Rachel doesn't hate Quinn; really, she doesn't. They've even managed to establish, not a friendship, exactly, but a tentative rapport. She understands that Quinn was scared and desperate, and doesn't blame her for taking the first solution on offer, no matter how ridiculous. But Rachel can't help resenting that Quinn is everyone's first choice – Finn's, Noah's, and now Mr. Schuester's. It isn't fair, not when Rachel is so talented, and has so much to give.

Finn and Noah are lost causes, and it's best to not even mention Jesse. She had been so caught up in her own relationship drama that she'd had no energy to worry about Mr. Schuester's tailspin. She feels awful about this, especially since he seems to be making more of an effort with her. After the "Total Eclipse of the Heart" debacle, he helped her gather her things and didn't ask any questions; when she said the others weren't pulling their weight, he did something about it. She resolves to stop taking things like that for granted.

He is her biggest fan, he said so. He needs her – not just her voice, but her friendship – even if he doesn't know it yet. They can't win without him, and he needs someone to be kind to him right now. Rachel can do that.

To make him look forward to seeing her: that's an achievable goal, she thinks.

She asks him to stay after rehearsal one day, to go over some chord progressions in "Luck Be a Lady." He nods, waves Finn out, and comes and sits next to her on the piano bench.

He plays, she sings, and it's good. He's calm, for once, and she flatters herself that her singing is the cause. His shoulder brushes hers, sometimes. She watches his hands on the keyboard; he's not wearing his wedding ring anymore, but the mark of it is still on his skin, pale and vulnerable.

"Mr. Schue," she says. "I'm sorry."

"For what?" he asks, brow furrowed. "You're doing fine, but we can go over it a few more times to make sure."

"Not about the song." She meets his eyes. "About your wife, and the baby, and everything else. I know you've been having a difficult time, and I appreciate the fact that you're still willing to help me."

His mouth quirks, and it's not quite a smile, but it's better than nothing. "To tell you the truth, you guys are the only thing keeping me going. I'd be in much worse shape without Glee to distract me." He looks at her, and really does smile now. "So really, I should be thanking you."

She smiles back. "You're welcome. If there's anything else I can do, let me know."

He bumps her shoulder. "Just keep on doing what you're doing." He grins. "Don't lose your voice again, or quit Glee for Cheerios, and we'll be fine."

She laughs. "Not a chance," she says. "You can count on me. I won't leave you." She sucks in a breath; that came out way more stalkerish than she intended. "I didn't mean –"

"Hey, it's okay," he says. His eyes are soft, and very green. "Thank you. That means a lot."

She can't look away, but he doesn't either; they hold each other's eyes for just a little too long. Abruptly, he turns back to the keyboard; she fights the urge to cover his hand with hers.

"From the top?" he says, and maybe she's just imagining it, but there's a little catch in his voice.

She's over him. Mostly. Rachel has been rejected all her life, so that in and of itself is usually not enough to cool her ardor. No, it's the fact that he was so nice and understanding about it, and that was much worse than Finn's panic or Jesse's betrayal.

Her fantasies about him never progressed very far, sexually; she was so busy imagining the appropriate musical accompaniment to their lovemaking that the lovemaking itself always seemed rather secondary. It's not as if she had much real-world experience to draw upon at that point, anyway. Her dream-relationship with him bore a striking resemblance to the plot of A Star is Born, minus the alcoholism and death; she wasn't indulging in that anymore, but her tearful declaration of "This is Mrs. William Schuester" proved too useful for practicing noble grief to retire.

Still, she can't help the thrill that twists under her ribcage when he smiles at her.

A few days later, Rachel sees something she's pretty sure she shouldn't. She doesn't care.

Mr. Schuester is standing in the doorway of his classroom, talking quietly to Ms. Pillsbury. She can't hear what they're saying, but his shoulders are tense, and Ms. Pillsbury's back is stiff. He reaches out to touch her arm, and she backs away, shakes her head. He presses his lips together, nods. Ms. Pillsbury stalks away, and Mr. Schuester scrubs his hand over his face and disappears into his room.

When she comes in, he's sitting at the desk, his head in his hands. She knows she should walk away, but she's not very good at leaving things be, so she comes over and lays her hand on his back, between his shoulder blades.

He sits up, startled. "Rachel?" he says, when he sees her. He's not crying, but he looks so tired and defeated that her eyes sting in sympathy.

She pulls up a chair, sits. "Are you okay, Mr. Schue?"

He looks away. "Yeah. I'll be fine for rehearsal, don't worry."

"I know you will. But I'm concerned about your overall well-being." She puts her hand on his arm; he doesn't shrug her away, which is something. "It's Ms. Pillsbury, isn't it."

He opens his mouth, probably to tell her she can't ask him that, but she stops him. "It's okay. I saw. It looked like you were fighting."

He sighs, and pinches the bridge of his nose, like his head hurts. He doesn't say anything for a while. Rachel manages to sit quietly, keeps her hand still on his arm. When he speaks, it's so quiet she almost doesn't hear him. "She said – she still wants nothing to do with me." He pauses. "She has every right to, after." He looks at her, embarrassed. "I'm sorry, I shouldn't be telling you this. It's not –"

"—appropriate, I know," she finishes. "I don't mind. You're the only person who has ever really cared about my problems, and I'm happy to do the same for you."

"I thought you were getting along better with the others, these days," he says. "What about Finn?"

"I am, but we're not exactly close. And Finn is nice – that's part of his problem, really – but he has no idea what he wants. I have no desire to sit around waiting for him to make up his mind." She pauses, looks at him. "Nice deflection, Mr. Schue."

He smiles; it's faint, but there, and it's a small victory. "Am I that obvious?"

"Yes. And you won't get out of it that easily. It's my turn to help you, now. In my admittedly limited range of experience with romantic entanglements, I have managed, without fail, to demolish every single one of them. If anyone can lend you a sympathetic ear, I can."

"Rachel, I…." He stops, studies her face. He lets out a breath. When he smiles, it's sincere. "That's very sweet of you."

It occurs to her that they're not that different. Sure, almost everyone likes him far better than anyone likes her, but without Ms. Pillsbury, she doesn't think he has any other real friends. He's just as alone as she is.

She wraps her arms around him. He freezes, and she's convinced he's going to pull away, but after a moment he hugs her back.

They go out for coffee a few times. They mostly discuss Glee business, and he is surprisingly receptive to many of her ideas. It's perfectly professional: if Sue Sylvester walked in on them, even she'd find nothing untoward about the Glee club director and captain having a business meeting.

It isn't always entirely that, though. From some of the things he's said, she gets the impression that his wife hated the time and energy he spent on Glee, resenting anything that took his attention away from her. Rachel remembers being at his house, overhearing his wife accuse him of having affairs with his students; even then, she could tell that fight had another one hiding inside it. She can't help an ashamed little thrill that Mr. Schuester chose Glee – chose her – at the expense of saving his marriage.

Sometimes, his knees brush against hers under the table. It's to be expected; he's tall, and the tables are tiny. But she doesn't always shift away as quickly as she should. He doesn't, either.

"Nice skirt," Noah says. "You're the closest thing to porn this school provides."

She looks down at her legs. Okay, when she sits, it does ride up a bit, but that's perfectly normal. "I don't know what you're talking about," she informs him.

He rolls his eyes. "Every guy –" he glances over at Kurt, who's whispering with Mercedes, and amends his statement. "Every guy who's not a complete homo has been staring at you all rehearsal."

She looks around the room. Finn, Tina, Santana and Brittany are practicing harmonies with Mr. Schuester; Artie and Quinn are talking quietly in the corner; Mike and Matt are working on the choreography for "Anything Goes." Nobody is looking at her. "You're mistaken," she says.

"No, I'm not. They're all hoping you'll flash your panties – I like the purple boy shorts, by the way."

She punches him in the arm, but he just laughs. "Don't believe me? Go grab something from your bag, and bend over when you do it. You'll see."

"I am not going to gratify your perverse desires," she says.

"Baby, you do that just by existing," he says, and she can't help it, she laughs. "I mean it. Even Schue's looking. He's the worst, actually."

"Now I know you're wrong," she says, stiffly. "Mr. Schue would certainly never think of a student that way."

"Oh really? Didn't let you in his pants last time, huh? Bummer." He grins. "Bet you could now, though. He knows you won't make him douse his junk in Purell – though if word on the street is true, you probably should."

"You have no room to talk," she points out. He smirks and shrugs. "Okay, I'll do it," she says, standing up. "You'll see I'm correct." She crosses the room to her bag, lying in the far corner. She doesn't crouch down to get at it, but instead bends at the waist, just a little. She can feel the cool air in the room high on her thighs; oh god, Noah was right, this skirt is far too short. She stands up quickly, with something that turns out to be a pen in her hand, and turns around.

Aside from Noah, who's openly leering, she at first thinks nobody saw her. But she realizes that Matt, Mike, and Artie are rather too obviously looking in any direction but hers, and Finn looks more concussed than usual. Brittany is staring right at her, but that could mean anything. Mr. Schuester's eyes are on the keyboard, but there are two spots of color high on his cheekbones that weren't there before.

When she sits next to Noah, he says, "Told you. You definitely got Schue all hot and bothered."

"You're ridiculous," she says. But when Mr. Schuester won't meet her eyes for the rest of the period, even when she tries to catch his, she's forced to acknowledge that Noah might have a point.

She knows full well that the stories about Mr. Schuester are simply one of Ms. Sylvester's plots; he has never been anything but a perfect gentleman. The idea that he could have something in common with Noah (who, despite his many excellent qualities, is a disgusting beast) makes her squirm. But now that she's looking for it, she can't help noticing that sometimes his eyes linger on her a little more than they should. And that the thin, needling heat under her skin when she catches him at it is anything but unpleasant.

She hasn't been slushied for a while, so when Karofsky hits her with a lemon-lime, she's surprised it took so long. The shock and humiliation feel exactly the same as they always do, though.

She catches Mr. Schuester behind her, giving Karofsky detention for a month; there's a note of cold fury in his voice she's never heard before. She jumps when he puts his hands on her shoulders; she doesn't want him to see her like this.

"Do you need help cleaning up?" he asks, and the kindness in his eyes makes her want to cry more than the slushie attack does.

"It's okay, Mr. Schue. I'm used to it. I have all the necessary supplies, and this is my free period." Her voice wobbles a little, and he squeezes her arms.

"Let's get your stuff," he says. She nods, looking at the floor.

He waits while she gets her toiletries and fresh clothes out of her locker. Her eyes sting; he's getting an intimate look at the reality of her day-to-day existence, and she doesn't like it. His mouth twists, but he doesn't say anything. She slams her locker shut, and scrubs at her eyes like a child.

He puts his hand on her back, and walks her to the girls' bathroom. "I have a free period now, too," he says. "Do you want me to wait? I was going to work on the arrangement for 'The Show Must Go On,' and could use your input."

It's completely transparent, but it works. "Thanks, Mr. Schue. I'd like that."

When she comes out, he's leaning against the row of lockers, arms crossed. He smiles. "Good as new."

Something inside her unclenches. There's no one in the hallway, so she slips her hand into the crook of his arm. He looks at her, but then he puts his hand over hers and escorts her to the choir room. They work on the arrangement for the rest of the period. Their knees are pressed together on the piano bench, but he doesn't say anything and she doesn't either.

After that, whenever she's near his room between periods, he invents some pretext for talking to her; the conversation always lasts until she gets to her next class.

A few days later, he pulls her aside after class. "I have a proposition for you," he says. "Between work and Glee, I'm a little overwhelmed, and could really use some help. Are you interested in maybe being my TA?"

He's asking her to work with him, in an even more official capacity than that of Glee club captain; she hugs her books to her chest to keep herself from flying into his arms, she's so flattered.

"Of course," she says. "What would the job entail?"

"Nothing too strenuous. Some photocopying, light filing, that sort of thing. We have that free period at the same time; you could set up in my office, if you wanted."

"That would be perfect. Draw up a list of my duties, and I will perform them to the best of my ability."

He smiles, touches her shoulder. "I know you will. Thank you, Rachel."

Most of the tasks he assigns her are small and easily accomplished, so she often sets herself other duties, like reorganizing his files; she color-codes his folders, and decorates them with stickers and treble clefs drawn in glitter pen, which makes him laugh. He is happy to let her do as she likes, as long as she stays away from the gradebooks and informs him of the details of her organizational system. This part of their working relationship is entirely conflict-free, which, while extremely pleasant, does limit her opportunities to enact key scenes from The Pajama Game.

When she finishes her TA duties, he asks about her classes, helps her with her homework. Despite his claims of being overworked, he never seems to accomplish much when she's with him unless her attention is elsewhere. One day, she's ranting about the uselessness of calculus to a performer such as herself, when she notices that he's pushing around a pile of Spanish quizzes. She immediately feels guilty.

"I'm sorry," she says. "You have work to do. I shouldn't be taking up your time with complaints about school."

He smiles. "I don't mind. I'd rather grade these at home, anyway; they'll kill a couple of hours tonight."

She thinks about him going home every night to a dark, empty apartment. His new willingness to let her chatter at him, the little lopsided smile he gets on his face when she's in particularly high dudgeon, make more sense now. She wants to reach over and take his hand, tell him that he can have her company whenever he wants it, but instead she swallows around the lump in her throat and resumes her rant.

Mostly, they talk about Glee, of course. He starts running ideas for setlists and the assignation of solos by her, before he announces them to the club. She soon realizes that he does it to avoid scenes during rehearsal, but she doesn't mind: when it's just the two of them, he clearly explains to her his reasons for choosing Kurt or Tina or Quinn – in fact, he often asks for her advice on finding songs that will best fit the voices of other members. It doesn't even bother her that she's getting fewer solos, since he's effectively treating her like a co-director. Because she is able to voice her objections to him in private, she is less inclined to argue with him in front of everyone else; this causes the others, especially Kurt and Mercedes, to warm up to her. It's a sneaky but admirable bit of pedagogy on Mr. Schuester's part, and she tells him so.

He leans back in his chair, and spreads his arms wide. "Let it be known: Rachel Berry has acknowledged that I am, in fact, a competent authority figure. I will cherish this day forever, because it'll never happen again." He's grinning while he says it, though.

"I have never thought you were incompetent," she says, primly. "Just occasionally misguided."

He laughs. "That's what I love about you, Rachel; you don't let me get away with anything."

She ducks her head, her cheeks burning. He used the word "love" in a figurative sense, and she will not allow herself to read anything into it.

A few days later, she's alone in his office, working on her chemistry assignment. She's engrossed in her work, and doesn't hear Ms. Sylvester and Mr. Schuester until they're right outside the door. Ms. Sylvester is on one of her usual rampages – this one, as far as Rachel can tell, concerning the allocation of funds for Glee's new costumes – and Rachel counts no less than four creative insults to Mr. Schuester's hair in the course of her rant. But when Ms. Sylvester starts in on Rachel herself, specifically her "deranged and obscene wardrobe," Mr. Schuester cuts her off. Rachel doesn't hear what he says, but Ms. Sylvester stomps away, swearing that she'll have him fired.

Rachel stares down at her argyle sweater; a little queasy, she tugs at her skirt to better cover her thighs. Mr. Schuester comes in and shuts the door. He leans against it, closes his eyes, sighs heavily.

"I like your hair," she says. "And you definitely use a lot less product than Kurt does – his hair doesn't move at all."

He snorts, rubs his face. "Thanks. I was this close to developing a complex and shaving my head."

"If you did, she'd just make fun of the shape of your skull, or something. My advice is to leave it alone."

He laughs, and hands her a pile of paperwork to sort. They work quietly for a little while. When Rachel looks up, he's watching her.

"There's nothing wrong with the way you dress," he says. "Don't let Sue get you down."

She looks down at the paper in her hands, warm and pleased. "Really? Some people make fun of my clothes."

"They shouldn't," he says. "You always look nice." He speaks so softly she has to strain to hear him.

"Even post-slushie?" she jokes, an eager little twist in the pit of her stomach.

"Especially then," he says. They laugh, and the spell is broken, but she remembers the gentle note in his voice for the rest of the day.

That night, she takes down the score for The Pajama Game and opens it to "Hey There." A meditation on the pointlessness of unrequited love for an oppressive authority figure would be wise. The musical does have a happy ending, but she won't let herself think about that.

He calls her one Saturday morning. She's surprised; she spends so much time with him during the week that he can't have any reason for calling now other than an emergency. Worried, she answers the phone.

"Mr. Schue! Is everything okay?"

"Hello to you too, Rachel," he says, and she can hear him smiling. "Everything's fine. I, uh. I wanted to know if you have plans this afternoon? A theater in Cridersville is showing a double bill of Singin' in the Rain and The Band Wagon, and I thought you might, um. Do you want to come with me? I'm sorry for the short notice, but I just saw it in the paper this morning."

"I'd love to," she says, embarrassed at how eager she sounds. "When?"

"It starts at 1:30; I'll come by around 1, if that's okay."

They ring off, and Rachel collapses on the couch. This is definitely not a date. They frequently go out for coffee, so it's not as if spending time with him outside of school is unprecedented. But all of those times, they've been continuing a conversation that started during school hours. (It's strange: they're together all the time, but they have yet to run out of things to talk about. In fact, the more they're around each other, the more they have to say.)

This feels different, though – maybe it was the nervousness in his voice. Going to see two of the greatest movie musicals ever made is certainly legitimate Glee club business; she considers calling the others, making it a group event, but decides against it. Not only is it short notice, but she feels certain that if Mr. Schuester wishes to spend time with the other members of Glee, he is more than capable of arranging the outing himself. No, he asked Rachel, and Rachel alone, so it will be just the two of them. In the dark, sitting close together, for four hours straight.

Even though it's not a date, she spends a little more time on her hair and makeup, while trying to look as if she didn't make an extra effort. She also puts on her softest cardigan, just in case they wind up sharing the armrest.

When he picks her up, he comes in to say hello to her dads; he's met them before, and they adore him. While they chat, Rachel studies him. He looks different, and she can't pinpoint why. He's wearing jeans, a t-shirt, and an unbuttoned checked shirt – slightly more casual than his usual school clothes, but pretty common for rehearsal. It isn't until they get in the car – she's in the front seat, this time – that she figures it out.

"You didn't shave," she says. He looks younger, more relaxed. Anyone who sees them might think he's her boyfriend, not her teacher.

He looks at her, surprised, then laughs. "I'm lazy on the weekends. Do you mind being seen with a slob?"

"I'll suppress my mortification. It'll be dark, anyway, so I won't have to look at you."

The theater turns out to be one of those fancy art house places that sells real food. They get drinks, and head into the auditorium. There are a number of people milling around, but Rachel doesn't see anyone they know. She glances at Mr. Schuester, and realizes he's scanning the crowd for the same reason. She reminds herself that there is absolutely nothing illicit about going to see important films of relevance to her career in the company of her mentor. But somehow, the reminder only intensifies the guilty heat pooling at the small of her back.

He lets her choose the seats, and she picks a row halfway back with no one else in it. They settle into the center, and she lets him have the armrest, suddenly shy. Luckily, the movie starts, and she focuses her attention on the screen.

When Gene Kelly is twirling his umbrella, she glances over at Mr. Schuester. The light from the screen catches his long eyelashes, the sharp planes of his cheekbones; he looks absolutely rapt, and there's a faint, warm twist to his mouth that she recognizes, because he looks exactly the same way when he watches her sing.

He notices her watching, and grins at her. He looks so young, even younger than she does. She can't help grinning back, and she lays her hand over his, wanting to share the moment with him. His eyes widen, but he squeezes her fingers before letting go.

At intermission, they get sandwiches, and find a small table in the corner, away from everyone else. They talk more quietly than they really need to, heads close together. She wonders if the other patrons take them for a couple.

When they return to the theater and the lights dim, she doesn't quite have the nerve to take his hand again. For a moment or two, like last time, is fine. But to do so now would push this too far into potential date territory; he might feel compelled to set a boundary, and Rachel can't handle another rejection from him. Instead, she folds her hands in her lap.

She hasn't seen The Band Wagon in a while, and she'd forgotten how amazing it is. During the "Triplets" number, she whispers to him that it would be perfect for Kurt, Noah, and Santana, and he snorts iced tea out of his nose. She starts giggling, and he throws a napkin at her; they only settle down when another patron glares at them.

After the movie ends, he gazes ruefully at his shirt. "It's a good thing you never took me seriously before, otherwise I'd be depressed."

She laughs, a little uneasy. "I've always taken you seriously. I'm sorry if I ever made you think otherwise."

He smiles at her. "I know you do."

"Besides, I, along with the rest of Glee club, participated in giving you a group slushie facial. You survived that with your dignity intact, which means you can survive anything."

He laughs. "Yeah, I had a hard time explaining that one to Terri. For some reason, 'group bonding activity' didn't cut it."

When he drops her off, he walks her up to the door. He hugs her, and she thinks about kissing him on the cheek, just to see what his stubble feels like under her lips. But before she can make a decision, he's gone.

"Noah has a theory about you and Ms. Sylvester," she says to him one afternoon. The coffee shop is practically empty, so they managed to snag the small couch in the corner. It sags in the middle, tipping them toward each other, so they're sitting close, even closer than they have been lately. His shoulder is warm against hers, and she can feel it every time he shifts.

He stops, the coffee cup halfway to his lips. "Do I even want to know?" he asks.

"He claims that Ms. Sylvester's obsession with you stems directly from unrequited sexual attraction."

His eyes widen, mingled horror and fear flitting across his face. "Oh, god."

She grins at his discomfiture. "I think he may be on to something. The fixation with your hair, the eternal need to get in your space, the fact that so many of her comments reference your romantic life – all signs of hot monkey lust. Noah's words, not mine."

He groans, but he's laughing. "I am going to have nightmares. Thanks for that, really."

"If it's true, I don't exactly blame her," she says, and immediately wants to slap a hand over her mouth. But he just shakes his head.

"No, that's totally different. With you, it was flattering." He stops, his mouth open. His face reddens.

"Really?" she says, and the sudden flare of heat under her skin has nothing to do with embarrassment.

He ducks his head, and she sees his lips quirk, a little half smile. "Yeah. I mean, your methods of expressing it were a little –"

"—Crazy –" she supplies, willing to laugh about it if he is.

"I was going to say extreme. But. Anyone would be honored, to have your attention." He grins. "Also, the venison casserole was really good."

She groans, covers her face with her hands. "I am such an idiot."

He laughs. "You're forgiven. I mean, I am the coolest teacher at McKinley."

"And they call me the diva," she says, feigning outrage. She tips her head against his shoulder, and he doesn't move away. "In my defense, 'Don't Stand So Close to Me' is a highly ambiguous song, and 'Young Girl' isn't much better." If they're actually going to talk about this, she wants to put that on the table.

"In retrospect, that's obvious. I honestly don't know what I was thinking when I chose them," he says. She can't see him, but she can hear the embarrassed smile in his voice.

Rachel is suddenly aware of exactly how close he is, of the hard flex of his shoulder, the way the fabric of his jeans pulls over his thighs. There's a sharp, queasy feeling in the pit of her stomach, and she can't decide if she wants to press in closer or run screaming out the door.

There's nothing abstract about this. His hands are in his lap, but he could slide them over her sweater or under her skirt. He could press her back into the couch, and she could clutch at his arm, the same arm she's leaning against, so she knows how the curve of muscle would feel. She's always known that she is flesh and blood, and now he is, too: it's thrilling, but not entirely welcome. He's not a safe fantasy anymore, not when he's so close and so real.

Rachel had admitted to herself long ago that Suzy Pepper was right, that she had chosen him in order to fail. But he's here with her now, and he's letting her get far too close, and she thinks that maybe, maybe, it was all on her. She had gone crazy, showed up at his house like a stalker, forced him to reject her. It was easier that way, easier – safer – than this.

"You could always try it on Ms. Sylvester," she says, desperate for a change of subject. "She'd probably love it."

He rolls his eyes. "God, I hope you're wrong about that." He's quiet for a moment, then bumps his knee against hers. "In all seriousness, when you're a huge Broadway star, I'm going to brag about how you had a crush on me for one week."

She grins. "I'll fly you out for every awards show, so you can be there when I thank you in my acceptance speeches."

He laughs. "I'm holding you to that." In spite of her unease, she wants some of his warmth, just a little, for herself. So she shifts, almost imperceptibly, until she's tilted into his side, her body snug against his from hip to thigh.

"You can count on me," she says. "I won't leave you." Her face heats up, but she won't apologize for it this time.

He doesn't say anything, but wraps his arm around her shoulders. It's a perfectly friendly one-armed hug, nothing untoward for a teacher with his favorite student (she's his favorite, she just knows it), but there's a hesitation in his movement, like he's not entirely sure he should be doing this. When she leans against him, her heart is pounding like a clenched fist, and she knows he can feel it.

His office seems even smaller, if possible. She finds herself leaning over him while he's at his desk; she needs to get at the shelves behind him, and sometimes she needs to brace herself against his shoulder while she searches. He's always getting up to grab files from the cabinet next to the little table where she works, and if she sits back when he passes behind her, his hand brushes against her hair.

It's such a cliché to feel as if she's doing something dangerous, but she does. She isn't afraid of him, really: Mr. Schuester (Will, she has to think of him as Will if she's going to do this) doesn't have a predatory bone in his body. She's afraid of herself, of her own recklessness. Rachel has always been in full command of her fantasies, but now she's being possessed against her will, her body overrun by a desire that has a mind of its own. The movie in her mind has no narrative arc, no domestic bliss or redemption in the rain, just an endless loop of his mouth on hers, his hand sliding up her thigh.

She catalogues every touch, given or received; she needs every memory to construct a composite fantasy of the way he'd feel against her. There are hundreds of films, thousands of songs, that describe what she's experiencing, but nothing compares to actually being in the midst of it, and she can't concentrate on anything but getting him closer to her. She's going to have to improvise.

She's kneeling on the floor of his office one afternoon, sorting through the files in the bottom drawer of one of the cabinets. He's right next to her, working at his desk; there's not more than a few inches of space between them.

He's so close, too close, and almost against her will, she reaches over to him and puts her hand on his thigh. He stills, and she feels the hard muscle tense beneath the denim.

He draws in a breath. "Rachel," he says, and no one has ever spoken her name like that before, like it was being torn out of his throat. He puts his hand over hers – whether to push her hand away or keep it in place, she doesn't know, and doesn't think he does either.

"Will," she says, and terrified, exhilarated, she slides her hand further up his leg, fingers trailing along the inseam of his pants, conscious of the heat of his skin beneath.

He catches her wrist, stopping her. His eyes are squeezed shut, and his knuckles are white around the pen he's gripping in his other hand, but he holds her gently, his thumb passing over the fragile bones. Over the throb of blood in her ears, she can hear their breathing, loud in the small room.

"This isn't a game," he says.

"I'm not playing," she says.

He opens his eyes, and she almost falters, pulls away from what she sees in them, but she holds firm, and looks right back. She knows he's seeing the same thing.

He stands, suddenly, drops her hand, and almost trips over her in his haste to get to the door. Once there, he turns back to her, runs his hand through his hair.

"I'm, uh, going to." She nods, not trusting herself to respond. He disappears out the door, and Rachel leans against his vacated chair. It's still warm from his body, and she closes her eyes.

Rehearsals take on the hazy intensity of a fever dream. Everyone swirls around her in a blaze of color, but he's the only one with sharp edges, an outline she can see. She works harder than ever, sings more forcefully, anything to keep his eyes on her.

On Friday, she twirls out of Kurt's arms, faster than she needs to. Her skirt flares out, and her panties were probably visible to anyone who was looking – from the way Noah's smirking, "probably" should be "definitely."

From the guilty angle of Will's head, he's a "definitely," too.

Desire grabs her by the throat and doesn't let go. Rehearsal ends, and she can't stand the thought of waiting any longer, of going home tonight without feeling his hands on her.

"Mr. Schuester," she says, emphasizing his title. "I need help with the final spin. Can you stay for a few minutes?"

"Sure, Rachel," he says, and his voice is perfectly neutral, but she knows he isn't. She can't be alone in this, she can't be.

The door slams shut behind Mercedes, and they're the only ones left. He turns away, fiddles with the CD player. The angle of his shoulders is tense, but his face, when he turns to back to her, doesn't betray any anxiety.

The music starts, and Will takes her in his arms. She keeps her eyes on his, concentrates on the pressure of his fingers at her waist as he guides her. The dance isn't strenuous, but her breath quickens anyway.

It's time for the spin. He twirls her out, and she adds the same little twist of her hips. He pulls her back in, closer than she needs to be. She stops, and he does too; the music plays on, but they're not dancing anymore. His eyes are very dark, and she can't read his expression. His thumb slides slowly over her fingers, almost a caress. He's breathing hard, too, and it's not from exertion.

Rachel knows two things, sure as her own name: he won't kiss her, but he wants to. So she rises up on her toes, presses her mouth to his.

Time stops, terror rattles up her spine, but she's committed now, and isn't moving away until he does. He isn't moving away, and then, then, his lips part, and they're sharing breath, and then the barest hint of pressure against her mouth. He makes this small, soft sound in the back of his throat, and then they're kissing, really kissing, and it's slow and shaky and so perfect she wants to cry. She clutches his shirt, and he pulls her flush against his body, and she needs this, needs him –

He tears his mouth away, gasping. "Rachel, oh god, we can't –"

"Don't, don't you dare," she says, and wraps her arms around his neck. He holds her close, and buries his face in her hair. She kisses his throat, his jaw, anything she can reach, and his heart is pounding against hers.

Abruptly, he's gone. He's on the other side of the room, where he sits down on the riser, covers his face with his hands. It's no good: the boundary is irrevocably crossed, and the space between them is no longer respectable. She can still feel the heat of him on her lips.

She sits next to him. His shoulders stiffen, and she wants to touch him, so badly, but restrains herself.

"I want this," she says, and is surprised at how steady her voice is. "I want you."

He looks at her. She sees the panic in his eyes, and she sees him take control of it, push it away. He's doing it for her sake, and her heart breaks open.

"Rachel. I…. I can't do this to you."

She takes his hand. "You're not doing anything to me. I'm a full participant – I kissed you first, in case you didn't notice."

He looks down at their intertwined fingers. When he speaks, his voice is tight, but he doesn't let go of her hand. "Why are you." He stops, closes his eyes. "This isn't. Please tell me it's not just so you can have an affair with the teacher."

"No," she says. "With my best friend." He meets her eyes, and his face is so open, vulnerable, that her eyes sting, and she is not going to cry, not before she gets this out. "You're my favorite person in the world, and I want to be with you."

"Rachel," he chokes out, and kisses her. There's a desperate edge to it, like he's trying not to break, and she doesn't want that, not at all. Blood pounding in her ears, she swings her leg over his thighs, straddles his lap, and oh, he's hard beneath her. She feels a surge of power: no matter what happens now, she'll always have this, the sense memory of his desire for her.

She loses track of time, conscious only of his lips, his hands, the sharp sting of pleasure between her legs. She slides her fingers into his curls and rolls her hips experimentally, desperate for some friction, and he moans into her mouth. He slides his hands up her bare thighs, stills her.

"Sweetheart," he says, and she feels a shock of liquid warmth at the endearment. "Much as I want to, we can't do this here."

"Your place," she says, and she doesn't even care how rough her voice sounds.

His eyes are wide and dark, and his fingers dig into her hips. "Are you sure?"

His mouth is red (from kissing her), his shirt and vest are rumpled (from her body), and his hair is a wreck (from her fingers). She's never wanted anything more in her life.

"Yes," she says.

The drive over is silent, tense; Rachel is terrified that he is going to change his mind, turn the car around and take her home. She puts her hand on his knee, reminds him of her presence. He sucks in a breath, and squeezes her hand before returning his to the steering wheel.

He's in a different place now, much smaller. The furniture is basic Ikea, and there's nothing on the walls. There's a lot of light, but it still feels somewhat anonymous. He takes her coat and hangs it with his own in the closet.

Now that they're actually here, neither of them knows how to proceed. She'd always imagined that he'd sweep her off her feet, be perfectly confident and debonair; when Jesse came along, it was as if all her fantasies about Will were coming to life. But that wasn't him, not the way he really is. This Will doesn't seem to know what to do with his hands. He scratches the back of his neck, shifts his weight, and looks so unbearably awkward and shy that it quiets the panic fluttering in the back of her mind.

It suddenly occurs to her that, if they get caught, he could get fired for this – nobody saw them in the choir room, but that was just luck. And yet, and yet, he's here anyway. She goes to him, kisses him, and she still can't get over the fact that he's letting her – no, he's not letting her, he's fully involved. His hands are in her hair, he tilts her head to a better angle, and he's kissing her like he's starving. No one's ever kissed her like that before.

She slides her hands over his chest, unknots his tie, pulls it off. She undoes the top button of his shirt, then the second. He watches her while she opens his vest, finishes unbuttoning his shirt. But when she goes to push it off his shoulders, he stops her, pulls her in close.

"Rachel, we don't have to do this," he says into her hair. "We'll stop whenever you want."

"I don't want to stop," she says, pressing her lips to his throat; his pulse leaps, and she kisses the same spot, needing to feel it again. "I want everything, and I want it to be with you." She wasn't even aware that she had made that decision, but once the words leave her mouth, she knows it's the truth.

He draws in a breath, and she's terrified he's going to step back, tell her no, tell her she can't have this. But instead, he scoops her up into his arms, and carries her into his bedroom, miraculously not running into anything along the way.

There's no music, his bed is unmade, the only mood lighting is the early evening sunlight filtering through the curtains. Rachel is in the same clothes she's worn all day, and he is, too. It isn't how she fantasized losing her virginity, but somehow, she can't bring herself to mind; now that she's going to make love to Will, she doesn't want to imagine herself into someone else's romantic scene. She understands, better than anyone, the necessity of setting the stage, but the most important element is always the people on it.

He's looking at her, and though she still has all her clothes on, she feels naked – no, not just naked, exposed, like he can see straight down to her center. But there's a shock of recognition, too: he's always seen her, seen exactly who she is, and he's here with her anyway.

When she meets his eyes, she realizes that he's thinking the same thing. She had found his weak points right away – and she knows now that she's one of them.

She pulls him down to her. His hands and mouth are slow, maddening, and her voice inside her head breaks down, overwhelmed by his skin against hers. He whispers her name against her throat, her breasts, the juncture of her hip and thigh, but all she can do is moan incoherently. Her consciousness dissolves into a dark, spiraling heat that breaks over her in wave after wave, pleasure so intense it's almost painful.

After, she turns her face into his chest, breathes as he strokes her back. She isn't ready to look at him, so she closes her eyes and listens as his heartbeat slows down.

Her body aches in ways it never has before; this is a foreign country, and she doesn't speak the language. He discovered things about her even she didn't know, and he used them to make her fall apart.

She flashes back to all the times she's watched him conjugate verbs, conduct a song, demonstrate dance steps; all that time, even when he was still Mr. Schuester, he had this body, he looked and felt like this underneath his clothes. His skin had always smelled like this, he'd always had that spot on his hipbone that made him shake if touched there, his hands had always been this capable.

She reaches up and kisses him, and tastes herself on his tongue. That wasn't his – he tastes like that because of her.

There's a red scrape on his shoulder, in the shape of her teeth; she had bitten down on his skin when he slid inside her. Knowing that she had left that on him, that she wasn't the only one marked by this, settles the fear climbing up her spine.

She shifts, tilts her face up so she can see him. He tucks a piece of hair behind her ear, his fingers lingering against her cheek. She turns into his touch, kisses his palm. He smiles. "You okay?" His voice is gentle, but his eyes are a little worried.

Is she? She doesn't feel soiled, or diminished, or any of that patriarchal nonsense. But this body doesn't feel like hers, not with the invisible imprint of his lips, his hands on her skin. But maybe it's not supposed to. She shared herself, and sharing means giving something away, if only for a little while. But she received something, too, and she wonders if he's thinking about what he's given to her.

"I'm wonderful," she says, and means it. His smile is relieved, and he rolls onto his back, pulling her on top of him.

"You're my favorite person, too," he says.

Her eyes well up, and she hides her face in his shoulder, afraid he'll think she's upset. She isn't, really she isn't, but it's too late. His arms tighten around her, and his hand stills on her back.

"Rachel," he says, and his voice is so quiet that she feels it rather than hears it. "Was this a mistake?"

"No," she says, and kisses him until she doesn't taste salt anymore. He looks up at her; he's searching for something in her face, and he finds it. He smiles, and this, this is everything she's looking for.

"Stay?" he asks. His voice breaks at the end, and she knows he doesn't mean just here, just tonight.

"I will," she says. He understands.

One day, sooner rather than later, she's going to tell him she loves him. And he's going to say it back, and maybe it will be like every love story she knows, and maybe it won't. But right now, his arms tighten around her, and his mouth is hot and perfect against hers, and she has everything she wants.