"Maybe..." He looked at her and started again because his voice sounded too hoarse. "Maybe we should go back to sleep."

He knew he wouldn't be able to fall asleep, he would lie way awake, thinking about the way she looked at him. She would do the same, the way he smelled and not being able to forget the feeling of the soft touch of his lips on her temple. She nodded, searching for any hints in eyes. Will laid back and stared at the ceiling. He stayed like that for while until she began to say something.

"Can we talk?" He turned towards her.

"About what?"

Rachel sighed. "I don't know but you being so quiet is freaking me out." She heard a low laugh. "Can you tell me what happened to you and Finn? You don't have to but I'm kind of curious."

Finn. Her stomach turned as soon as she heard his name. He broke her heart, regardless of the consequences. It shattered like a glass into million pieces. "He broke up with me so he could get back together with Quinn. Isn't that ridiculous? Just because she wants to be Prom Queen more than anything else."

"Seems like I've been missing a lot lately. I haven't been that focused. So that's why you were snapping at her earlier this week?"

She nodded. "I'm sorry, Rach. He doesn't deserve you, if he treats you like that and leaves you for her."

"Maybe I'm the one that doesn't deserve him." Her voice was almost inaudible, just like a whisper. "Hey, don't you dare. You're more than he could wish for in a woman. You're strong, you know what you want and what you need, you're funny and you have the strongest character I know. You wear your heart on your sleeve, Rach."

Her heart swelled at his words and she smiled. She always laid back and pulled the blanket over herself, moving a bit closer to him. "You have to say that, Schuester. It's your job to make us feel good about ourselves." "No, I said that because it's the way I see it. Oh and by the way, it's only my job to teach you - the rest is just extra stuff. Look at Sue, she's a teacher too and I'm pretty sure she doesn't give you that boost of extra confidence, does she?"

"Okay, you win. But how did you get over it?"

"By talking to you earlier today. I realized I don't need her to be happy."

"Really?"

"Yeah Rachel. You opened my eyes." He wasn't lying: He didn't need to be with someone who makes him unhappy. And Emma hasn't been doing anything else lately. Everytime he saw her smile his smile faded and everytime she mentioned Carl his heart dropped. He didn't want to be labelled as the broken hearted man.

"But I guess I'm just bad at being alone. You know, I've been with my wife for quite a really long time."

"You're not alone right now." She turned towards him, searching for something in his hazel eyes. Something she never saw when she looked into Finn's eyes. Empathy, interest. His hand started moving slowly towards her cheek, hesitating a bit before touching it, but stroking it carefully. Her skin felt like cotton under his fingertips, so soft.

"No I'm not." She moved a bit closer, just like he did. Their ankles were was the simplest of touches, but it meant more than any words could express. He felt her sweet breath on his face, tickling his skin. She was so close. His fingers started stroking her scalp, pulling her closer. Just a bit but close enough to press his forehead against hers.

"Kiss me, Will.", she whispered, her voice drained. His hand started shaking. He was nervous, his moral torn in two. "I want to, Rach. Believe me, I really want to. But I can't, honey."

"Please do it. Please. I wanna know how it feels to be loved." You know how to make me feel loved. The vivid memories of his dream came flooting back and he almost lost it. He let out a shaky breath before running his fingertip over her lip, testing how soft they felt.

"I can't." And then he pulled away, getting up and going straight to the window, looking outside. He could've done it, he could've kissed her but this is reality and not his dream.

"Listen, darling. This... Me.. you.. Us. That can't happen. I really want to, but I don't want you to end up with a broken heart, because that would happen." He turned around. "I can't give you the things you want in a relationship. I can't take you out, can't kiss you or hold your hand in public. And if we'd get caught, we will lose everything we had. I would go to jail and you'd be alone again. I don't want that. You deserve someone better. Something better."

Tears were filling her eyes and she got up, her legs shaking like the ones of a new born colt. "I need to... I'll go to the bathroom." His heart sunk. Her voice tore him apart. Just as she was about to go he jolted foward and grabbed her arm. "I'm so sorry."

He grabbed the back of her head and pressed her against the wall, attacking her with his lips. Will kissed her with force but in a loving way, his hips pressed into her. She was trapped and she seemed to enjoy it. She moaned as his hands started to roam her hips up and down and she deepend the kiss, grabbing his neck and pulling at his hair.

"I can't resist you any longer, babe. I just can't." His lips let go of her mouth and he kissed her neck, making her shiver like he wanted all night. He nibbled and sucked, bit and licked, marked her as his.

Her legs slowly started to give up at the feeling of him devouring her. There would be bruises tomorrow but neither of them cared, she could cover them up with make up or just wear a turtleneck.

His grip on her was strong and he bucked his hips into her, feeling her heated core underneath the sweatpants. Ripping them off seemed like the perfect idea but he didn't want to go to far. If she wasn't ready for it yet, he'd respect her and wait. Loud moans filled the air as he did it again and again and she threw her head back, almost hitting the wall but he protected her.

His lips moved further down and he lifted her shirt slightly, checking her eyes if she was okay with it. She nodded and he took it off completely, leaving her in her bra and his sweatpants. He groaned at the sight and began kissing the top of her left breast, massaging the other one with his hand, driving her insane. This is more than he wished for.

There he was, pressing Rachel against his doorframe and devouring her. All the wrong thoughts fled from his brain as she moaned again. He was making her feel this way. And she was making him feeling this way, feeling completely happy and satisfied.

His hands went behind her back, unhooking her bra, adoring the way she looked in the moonlight and the way her hard nipples pressed into his chest. His tongue played with one of them, pulling at her nipple with his teeth while moving the other hand down her hips, slowly moving his hand south, playing with the waistband of her sweatpants. She grabbed his shirt and also started pulling it up. She wanted to see what was under his clothes. He was trained, of course he was trained. He was a dancer, dancers are usually trained. He helped her to take it off, pressing their bodies closer together, feeling her nipples pressed against his uncovered body.

"You know we shouldn't do this, right?", he panted and she nodded.

"I know, Will."

"I mean..." her lips stopped him from ranting.

Will grabbed her ass and scooped her up, spinning her around, while pressing his lenght into her center, moaning together. He sat them on the sofa, her on top of him while she was grinding on top of him - just like it happened in his dream.

"God, baby.", he moaned and pulled her closer, nibbling at her earlobe, whispering in her ear. His hands found her ass again, squeezing it and thrusting upwards. Rachel started pushing him down and lowered her tempo. She leaned down and pressed kisses just above his heart, which was beating faster than after a marathon.

The sensation was overwhelming and he thought he might explode as soon as her hands started to touch his stomach. She felt them move under her touch and she smiled, looking at him. His dick started twitching in his pants. He let her have her wicked games with him but he coulnd't take it any longer. The way her body felt on top of him was too much.

He flipped them around so he was on top of her, pressing her into the matress, kissing her breasts again, sucking at her nipples and giving her sensations she's never had before. His hand moved south again and slipped under the waistband and she gasped. He stopped and pulled his hand back out, looking at her with apologizing eyes but she laughed.

"Will I gasped in a good way. Nobody ever did this to me and this is just.. new and overwhelming. Be careful with me, okay?"

He stroked her cheek with the other hand.

"Of course I will. Anything you want, babe." She let out a shaky breath as his hand slid under her waistband again and under her panties. He could already feel the heat and his length got even harder.

"Can I take them off?", he whispered, taking his hand back. She nodded and he took them off carefully, like she could break if he'd ripped them off. As soon as he had taken them off he began kissing her ankles and sliding his hands along her thighs. She seemed to enjoy to enjoy it because she was humming very low and spread her legs a little bit wider for him. His kisses wandered up, up her thighs, her hipbones and just under her belly button.

"I could do this all night. I'd make you lose your mind and forget your own name cause you only yell out mine."

He knew that those words came out crass but he didn't care because she moaned and spread her legs even wider.

"Baby, if you don't like anything I'm doing, just say it and I'll stop. I'd like to blow your mind if that's okay with you."

"Mhhhmm Will, please."

"Your wish is my command. Remember if you..."

"Will!" He laughed.

"Okay, okay." He kissed her hipbone again and then moved his kisses towards her center, sliding his finger across her folds.

"You're so wet, baby. You're so wet for me, aren't you?"

Before she could reply he slid his finger into her and flicked his tongue over her clit. She moaned loudly, arching her back. His finger moved slowly, testing the waters and as soon as she started bucking her hips into his hand. He hadn't stopped the motions of his tongue, flicking it around her swollen clit, kissing and licking until her hands were buried in his hair, holding him closer to her. Her loud moans and pants filled the air and he knew she was close.

"Will.. What's happening?"

"Just go with it, baby."

"How?"

He smirked. She was so innocent.

"Like this." He thrusted two fingers into her and sucked at her swollen nub even harder. Her whole back arched and she basically screamed his name, her legs shaking around his head, cumming hard, while her walls clenched around his fingers. He slid his fingers out of her and gave her one last lick and then moved up her body again, taking her down from her high.

"You're so sexy when you cum." He wanted to kiss her but he still tasted like her. Even though he would love tp share that taste with her, he knew that she might wouldn't want that. So he sat up quickly, reached for the glass of water and emptied in one gulp and then wiped his mouth with the shirt next to him.

"That was... amazing, Will. It's the first time I ever felt like this."

He smiled with pride and kissed her again and rested his forehead hers. He had to move a bit because the way he way laying was very uncomfortable and it didn't exactly help him with the little something in his pants.

"Thank you.", she whispered against his lips and stroked his neck.

"Believe me, it was my pleasure, Miss Berry." His lenght pressed into her thigh and he grinded a bit, looking for some relieve. He felt her smile against his lips, as soon as he started and she flipped them around, sitting on him completely naked and only covered by the moonlight which was shining through the window.

Rachel was sitting on top of his sweatpants, his covered manhood pressed into her core and he groaned as she started to kiss his neck and nibble at his earlobe, like he had done before. His hands found her hips and pressed her harder into her, thrusting his hips upwards.

He wanted to be inside of her so badly but she had to initate it, because he wouldn't dare to take that step with her not being entirely sure about it. Her kisses moved down his chest and she send shivers all over his body, slow and careful to make the most of it. Her hands started moving at their own will and moved down, sliding over his penis and he moaned low.

"Baby you don't have to do this."

"I know. I want to and I want to make you feel good." And with that she freeed his throbbing lenght from the leg prison and touched him. He was big and felt soft and hard at the same time. His heart stopped as she wrapped her delicate fingers around him and started moving them up and down in a slow pace. He gripped the material of the sofa to keep him sane but it was hard.

"Am I doing this right?"

"God, yes. Please don't stop baby." Just as he thought it couldn't get any better she leaned down and pressed a soft kiss on his tip. The sounds which were coming out of his throat could be described as animalistic but those were the sexiest noises she's ever heard in her life. No song could top that and to top a classic showtune was pretty hard. She pressed another kiss in that spot to get those sounds again and it worked, this time louder. The feeling of her lips on him was overwhelming and he wasn't able to do anything else than close his eyes and join this ride.

"Do you like that?", she teased and he wasn't able to do anything else than just hum in satisfication. Suddenly he felt something wet around his shaft and then her mouth closing around him and after a while he completely lost control. He pulled her up and slid his pants on again and laid on top of her. Then he started thrusting into her through his sweatpants. It would give him the needed pleasure and she might come again if he can last long enough.

Will started sucking at her nipple, making her moan alongside him. Her hands were wrapped around his back and as soon as she felt near her peak again she couldn't help but hold onto his flesh, probably leaving scratch marks behind but neither of them cared. He picked up his pace and started biting her nipple, making her back arch again. He didn't want to come before she did so he stopped his ministrations for a while and slipped his hand down her body again, rubbing her clit madly. He kisses moved to her neck again, biting again and driving her nuts. Her back was arched again and he knew she was close so he started moving his hips again, rubbing against her even harder than before, before his whole body went rigid and he moaned loudly, just like she did when she reached her peak together with Will.

He was holding his completely body weight with his arms, careful not to crash her but she pulled him down, wanting to feel his heat. Both of them were panting but smiled at each other with a content smile. He gave her one last kiss before rolling off her and taking off his sweatpants and grabbing the sheets. As soon as he leaned back he pulled her into his embrace and holding her as tight as possible while facing each other.

"You blew my mind with that, Will."