Will watched as Quinn gasped for breath, struggling to breathe, replacing the richly oxygenated air from her severely deprived lungs.

"What the hell is going on?" Finn demanded, although he could tell that Quinn was in no fit state to be answering questions right now.

Will watched as she continued to fight for breath, wincing as she drew the cool air in to her evidently aching lungs.

"Mr Schue?" She gasped and her tone turned in to a low groan.

"Ummm Quinn?" Will asked, noticing the tell tale signs of nausea in his students complexion, before, noticing the waste paper bin in the corner of the room. Unfortunately too far for him to reach, and it would already be too late by the time he'd made it halfway across the room. Quinn was about to empty her guts all over the choir room wood floor.

Finn whose own concerned gaze had quickly flickered from Quinn's blanched features to Will and back again now followed Will's fixed stare. Finn realised Quinn was going to be sick and realising immediately what it meant.

Making an urgent dash for the far corner of the room with this he immediately tipped the contents of the waste paper bin on to the floor and, pushing it in to Quinn's chest, threw it under her chin, keeping a firm hold of it there as Quinn vomited several times into the bowl, still gasping for breath.

Pressing two fingers with expert precision to the side of Quinn's neck, feeling for her pulse, before placing his palm gently to his student's chest, ear to her mouth, as he heard the raged breathing, and felt the rapid rise and fall of Quinn's ribcage.

"Mmmmm… alright…" Quinn mumbled, in between deep gasps for air as she continued to struggle for breath, batting away Will's concerned and probing hands as he continued to try to keep a check of the pulse in both the neck and her wrists.

Quinn's lungs ached, her ribs ached, she still felt somewhat light-headed – but maybe that was because she was starting to hyperventilate – and her chest felt increasingly tight.

"Quinn," Will explained. "Just let me help you!"

Then everything went black, as Quinn's eyelids started to grow heavy, alternating between open and closed as she allowed a fog of encroaching exhaustion to overtake her… as heavy, rapid breathing continued to ring and buzz in her ears, finally realising it to be her own.

"Go get the nurse and hurry!" Will called quickly to anybody in the room who would listen to him.

The next few minutes passed in a heavy cloud of broken voices and blur of activity as she heard the choir room door close, finally squeezing her eyes shut against the wave of unconsciousness which threatened to envelop her, but which she found she couldn't quite succumb to, no matter how much she tried. She thought she heard indistinguishable voices calling her name… Will's and her friend's.

She opened her eyes slightly with this, allowing her to at least observe what was going on around her through a thin slit between two rolls of skin and muscle, as the pale, bright sheen of daylight pierced her retinas… to see that Finn had now positioned himself directly behind her own head. Her boyfriend looked down at her, concerned, although still managing to retain his composure in light of the situation, when Quinn's eyes suddenly rolled, and her vision yet again went black as her pupils folded backwards in to the back of her head. She relaxed and her lungs stopped.

"She's stopped breathing!" A voice shouted.

Suddenly she felt the sensation of lips being heavily clamped over her mouth and her nose clamped shut however, and the air being literally forced in to her lungs.

"Come on Quinn!" A voice ordered.

Quinn knew it was Will. She recognised his voice anywhere. Lips were on hers again in an attempt to resuscitate her. She liked the idea of her teacher trying to save her life. She had had a crush on him for a while now. His lips were on hers again. Quinn had imagined kissing Will, but it wasn't like this.

Quinn suddenly gasped. She hadn't realised how difficult she'd being finding it to breathe until now. With each breath of air she now took, the tightness in her chest loosened, her head became less fuzzy and her vision cleared. Finally she found herself able to breathe freely and normally of her own accord.

At some stage during the proceedings she heard the door open and close again, and footsteps return. The nurse joined Will beside the girl.

"What happened?" The nurse asked.

"She started hyperventilating and stopped breathing..." Will began.

"...And Mr Schue saved her life," Rachel smiled.

"Well done Mr Schue," Tina said.

"Yeah, thanks Mr Schue," Finn added.

The nurse smiled and looked at Will, as everyone thanked him.

"Well Mr Schuester, it seems like you're a hero," She laughed while looking at the teens in the room.

The nurse opened her bag and removed her equipment. She handed Will an oxygen mask. As Quinn's breathing eased, Will placed two fingers to the side of her neck, keeping a close check on his student's pulse, until, finally, feeling it return to a relatively normal rhythm, he felt confident enough to put the oxygen mask on her face.

He smiled and sighed with relief as Quinn finally sat up, resting her back heavily against Finn and glancing around at each member of the Glee club now surrounding her individually.

"She'll be fine!" The nurse finally explained to the Glee club, watching as Quinn continued to take deep gasps of the richly oxygenated air.

"Thank you," Will smiled at her.

After 5 minutes, the nurse left and Quinn sat in her seat.

"Are you sure you're okay?" Will asked still concerned.

"I'm fine Mr Schue, please stop worrying," Quinn smiled.

"Okay," Will nodded.

A While Later

At the end of Glee practice, Quinn stayed behind.

"Everything okay Quinn?" Will asked.

"Yes, I just wanted to thank you... for saving my life," Quinn told him.

She hugged him and he hugged her back.

"Thank you Mr Schuester," She said.

They pulled apart and she stared up at him. Her eyes met his and he swallowed. Quinn smiled and stepped closer. Will knew what she was thinking and his eyes focused on her red lips.

"Can I kiss you?" She whispered while grabbing his tie and running her finger tips down his face.

Will leaned closer and his lips crushed hers. They kissed for a while and when they stopped, reality hit.

"I'm sorry Quinn, I shouldn't have done that," Will said running his hands through is curly hair.

"You don't need to be sorry, I liked it," Quinn giggled.

Will smiled and kissed her again. He placed his hands on her waist and her arms went around his neck.