Shannon Beiste looked at herself in the mirror. She was still shocked after Will's surprise kiss. But he still didn't like her. He'd only kissed her to be nice. He didn't know how she felt. No one did. He hardly even let herself think it. All she wanted was to be loved. To be wanted by anyone. At forty, her first kiss had been in a locker room with a man who felt sorry for her. Shannon looked at the tears on her cheeks. She quickly wiped them away. She'd dealt with being called names her whole life. Ugly. Manly. Beastly. And she was sick of it. When those glee kids had said what they did she had been upset, of course she had, it had pushed her over the edge and she'd been ready to quit. Until Will came to find her. She told him all about herself and he listened. Will was the sweetest man she'd ever met. Sure, he hadn't been that nice when they first met, but that was only because he'd let sue Sylvester into his head. Will was a good person, she knew that. The truth was, Will was the only man she'd liked in a really long time. She liked his curly hair, even if Sue made fun of it daily.

She found herself smiling at the mirror as she thought about Will's smile. She thought about his hair, and his laugh. She'd only heard Will singing once, but it was like an angel. He was making himself a cup of coffee, when he'd burst into the tune of Losing My Religion. She'd stood at he door, just listening until he spun around.

"Oh. Hi, coach. Just... a... something the glee club was singing." He'd said quietly, getting his lunch and sitting down. "Are, are you sitting down?" He'd asked. She smiled and nodded at him. She took the opposite seat and took out her own lunch.

Shannon sighed at the memory, and started to apply her make up. When she was finished, she grabbed her whistle and headed to work.

McKinley High School

William Shuester sighed and closed his desk drawer. "Look, Sue." He sighed. "I'm not trying to get her fired any more!" He said. Sue glared at him

"Well, frankly William, I'm disgusted with you. What about your budget? Don't you want it restored? Think about all those poor, ghetto children, Will. This is all they have and you're taking it away from them." Will sighed. "No, sue. We'll be fine. If we need more money we'll raise it ourselves." Sue bent down towards him.

"I guarantee you that by the end of this year, I will have my full budget, and if you're not willing to help, I'll have yours too. The Cheerios are champions, Will, and your Glee club are failures. Just. Like. You." She straightened up and stormed towards the door, knocking Tina and Mike out of the way as she left.

"Hi, guys. Is something the matter?" Will asked, looking up at the two teenagers.

"Nothing wrong, Mr Schue." Mike said, looking at Tina.

"It's just that... we feel that Rachel and Finn get all the solos." She said and Mike nodded.

"Yeah, and after my terrific performance I think we should get more." He said grinning. "Okay, well maybe not me." He said, but I think Tina should definitely get more."

Will smiled, "Okay guys. I'll see what I can do." Tina and Mike looked at each other and grinned.

"Thanks, Mr Schue." Tina said, taking Mike's hand and walking outside. Will sighed to himself; since he'd kissed Shannon he couldn't stop thinking about her. Her soft lips, the way they seemed right against his own. No, he didn't need this. He needed to sort his head out. He had to get over Emma, andhe needed to keep Sue and Figgins off his back.

The Choir Room

"Right guys, settle down." Will said, strolling into the room which was filled with chatting teens. "I have the sheet music for our next song."Rachel smiled happily.

"What is it Mr Schue? Of course, you know I'll sing anything. I would probably prefer something from a Broadway musical, but I'm open for anything."

"Well, That's good to know Rachel," he smiled, "But I thought we could actually have another vote to see who gets to sing lead." He smiled over at Tina and Mike. "The song is Phantom of the Opera. Now this does involve two people. Preferably a boy and a girl, but it doesn't matter.

"But.. I'm the best here." Rachel argued and Finn grabbed her hand.

"It's okay Rache. You'll probably win anyway." He said soothingly.

"Well, I know that!" She said, looking up at him, "That's why I don't see what the point of this competition is!"

"Ugh, give it a rest Berry." Santana said, crossing her legs. "Do you ever shut up?"

Will smiled. "Rachel, there's no harm in a bit of healthy competition. Now, anyone who's interested in getting the lead come to the front. There was a scraping of chairs as Kurt, Mercedes, Sam, Quinn, Tina, Brittany and of course Rachel, pulling Finn with her, went to the front.

"Right, well get into pairs then and we'll see what you can do next week. The rest of you, your homework is to find a song you'd like to sing lead in." Will watched the kids pair up, Kurt and Mercedes, Rachel and Finn, Sam and Quinn and Brittany and Tina. He shuffled his papers around a bit while he waited for them to leave. He looked up to see Rachel standing in front of him and sighed.

"Look, Rachel, we've had his argument before. It's not fair to always give you the solos."

"But I'm the best!"

"That doesn't make it fair! If you and Finn are best, I'll give you the solo. But If someone's better, I'll give it to them." Rachel looked down at the floor. "It'll just be a popularity contest." She muttered.

"Then I'll judge it." Will said, picking up his papers. "Now come on. I have a Spanish Class to attend."

The Football Locker Room.

"Now, if we do that right, then we'll have no problem with winning. All right? Sam, remember that." Coach Beiste called across the room to the quarterback.

"Yes Coach." He said, looking up.

"Right. Well, get changed then. I'll see you tomorrow." She picked up a towel and walked into her office. She sat down and sighed. She hadn't stopped thinking about Will all day. When she was supposed to be telling the team what to do she'd zoned out twice and called Sam, Will.

"Hey, Mr Schue." She heard Puckerman, Evans and Hudson saying outside the door. Shannon jumped and quickly started to re-apply her lipstick. She was nearly finished when he came in and she hurriedly shoved the lips stick back in her pocket. "What...what do you want?" She asked smiling slightly.

"Hey, Coach." He smiled. "Uh, I was just wondering... would you be interested in judging a Glee club competition with me?" He asked. "I mean, I'd normally ask Emma, but... well it doesn't matter. If you don't want to that's fine-"

"Yeah, I'd love to." She said, smiling at him. "Uh, I don't know much about music, but I'd like to help."

"Great. Well, it's not really difficult -you just help me pick which group you think sang better." Shannon looked at his dimpled grin, and couldn't help but smile back.

"Just meet at the choir room next Monday at lunchtime." He gave her one last smile before leaving. Shannon looked after him, sighed and sat down. A date. No, it wasn't a date. It was Will being a friend. She sighed again, and went back to looking over her tactics.

The Choir Room The Next Monday

"Hey, Shannon." Will greeted her as she walked in. "Guys, Coach Beiste has agreed to help with the judging." He told them. "So, lets go. Who's first?" Rachel stuck her hand in the air.

"Mr Schue I'm determined to prove that I would have been the right choice for the solo in the first place." She stood at the front as Finn ambled forward after her.

"Mr Schue, Coach, I'd just like to say how psyched I am about this song. I mean, when you first said that we were doing something from The Phantom of the Opera, I thought it would be really boring. I mean, Phantom sounds cool but I wasn't sure about the opera. But then Rachel showed it to me and it's super good. Anyway, thanks for the opportunity." Finn grinned and took a deep breath.

Rachel: In sleep he sang to me,

Kurt: In Dreams He came.

Tina: That voice which calls to me,

Quinn: And speaks my name.

Rachel: And do I dream again

Kurt: For now I find,

Tina: The Phantom of The Opera is here

Quinn: Inside my mind.

Finn: Sing once again with me

Mercedes: Our strange duet

Brittany: My power over you grows stronger yet

Sam: And though you turn from me to glance behind

Finn: The Phantom of the opera is there,

Mercedes: Inside your mind

Rachel: Those who have seen your face

Kurt: Draw back in fear.

Quinn: I am the mask you wear

Sam, Mercedes, Brittany and Finn: It's me they hear...

Rachel and Finn: Your spirit and your voice in one combined.

Kurt and Mercedes: The Phantom of the Opera is there.

Tina and Brittany: Inside my mind.

After each of the four groups had finished, Shannon and Will Clapped. "Wow. Excellent guys!" Will exclaimed. "I tell you, we're going to have our work cut out trying to judge it."

"Yeah, it was really good." Shannon said, smiling at the kids.

"Good work guys!" Will told the kids as they filled out of the room talking about who was best. Will let out a breath.

"Well, did you enjoy yourself?" He asked her, and she nodded.

"Yeah... those kids can really sing." She said, getting up to leave.

"Yeah." Will agreed. "Who do you think should win though?" He asked. She shrugged.

"Rachel and Finn were good. But I think... Mercedes? and Kurt were good. I give my vote to them. Will laughed.

"Yeah, I thought so too. Rachel won't be happy though." He added as if in after thought. "She'll probably argue that I'm doing it to spite her." He said and Shannon laughed.

"Don't worry. I'm sure she'll get over it. Well, I'd better get going. See you later Will." She waved goodbye and walked to the door.

"Shannon?" Will stopped her, "Thanks for coming. It means so much to me." She stopped at the door.

"Thanks for inviting me." She turned around and looked into Will's dark brown eyes. "I've never been asked out anywhere. Even it was to watch a musical performance." Will walked over to her until he was only a few steps away from her face.

"Look Shannon-" He stopped as he heard people walking along the corridor. Glancing at the door, he saw Emma and Carl walking down the corridor holding hands.

"-and of course, we're going to need to clean the couch before- you know what? We don't." Emma smiled to herself, her eyes shining.

"Good." Carl grinned at her. They walked past and Will sighed, looking at the floor. Was he ready to let go of his feeling for Emma?

"Will?"

He looked up into the face of Shannon Beiste. The football coach who had no one her whole life. The woman who nobody ever gave a go. The woman who'd had her first kiss at forty, and he knew.

"Yes." He said looking into her eyes. Shannon looked confused.

"Yes wha-?" She started to ask, but she was cut off by Will moving his hand along her cheek.

"It doesn't matter." He whispered, moving closer to close the distance between them. Shannon closed her eyes and waited for their lips to connect. The moment they touched, Shannon felt sparks flowing through her body. She stiffened at first, before relaxing into the kiss.

When she moved back, she smiled sadly. "You don't have to do this Will." He cupped her face in his hands.

"I know I don't. But I want to."

They shared a smile, before Will gently leaned forward to kiss her again. This time Shannon welcomed his lips and kissed him back. She hadn't ever felt like this. Not even when Will had kissed her for the first time because then he thought he was doing it to be kind. She smiled as they kissed and put her hands on his. When they drew back Will looked at her.

"Shannon Beiste." He said, "Will you go out with me?" She smiled at him, and wiped a bit of lipstick off his mouth. "Yes."

"I'll meet you at Bread Sticks tomorrow night at 7.00?" He asked, letting go of her face gently and picking up his binder. She nodded, and walked towards the door.

"I have to get back to the changing rooms." She said. "I need to sort things out for football practise." Will looked up.

"Okay. I'll see you tomorrow then." He watched as she left the room. He has smiling inside. His feelings for the football coach had come quickly, but there was no denying they were strong. William Shuester left the choir room, wondering what he would wear for his date the following day.

When Shannon Beiste Returned to her home that day, she was still flying inside. She couldn't believe that finally someone wanted her for what she was. She had found someone at last to love her. She walked to the hall mirror did something she'd never done before -she smiled at the reflection in the mirror. She felt confident and pretty and, most importantly, for the first time ever, she felt happy.