Quinn bounces her knee under the desk, biting at her bottom lip as she eyes the clock - it seems to be moving at a glacial pace. The ringing and the rest of the students darting out can't come soon enough with her growing boner under the cover of her book and desk. Did her teacher really have to wear such a short skirt today? She blows out a breath of relief and slaps her book shut when the bell goes off shrilly.

Rachel begins wiping the homework off the board when she feels that all of her students are gone, shifting at an intense gaze she feels upon her. She turns back to face who was left of her students, eyebrows shooting up in surprise at the sight of her top student and, quite honestly, her favorite. "Quinn! Did you need something?"

Quinn clears her throat and abruptly averts her eyes when Rachel addresses her, stacking her papers and books sloppily and drawing them toward herself as she stands, keeping them carefully covering her groin as she makes her way slowly up toward the front of the room. "Uh, no, I was just…lost in thought. You know."

"Of course." Rachel smiles warmly at Quinn, nodding in understanding. She does, however, step closer, eyebrows furrowing lightly in concern. "You have been losing focus in class, however. Is everything alright?"

Quinn takes a soft breath, her eyes darting down toward Rachel's skirt of their own accord at the mention of her loss of focus. She mentally curses the source of her distraction and quickly brings her gaze away from her teacher's legs, licking her lips once and absently moving closer. "Yeah, everything's fine. Sort of."

"Sort of?" Rachel feels her cheeks flush ever so slightly at her student's wandering gaze, but decides not to comment. "You know you can always talk to me if you need anything, Quinn."

"Right." She half-chuckles at this, glancing down briefly and smirking at her own mental response, deciding her horniness is definitely getting to her at this point. She speaks up after a moment, mostly truthfully, waving a hand but keeping her books in place. "It's just…teenage hormone stuff, you wouldn't understand anymore." She winks playfully, then winces at herself.

"Are you calling me old, Quinn?" Rachel asks with a light laugh, tilting her head to the side as her lips curled into a playful smile.

"Oh, of course not, I'm just calling you not a teenager, which, trust me, is a good thing." She raises both eyebrows and feigns a horrified face at the thought of her classmates, shaking her head with a soft smile afterward.

Rachel's laughter bubbles out before she could help it. "If you insist." She gives her student an encouraging smile. While Quinn was at the top, she didn't want her best student to be distracted. "But really.. You can talk to me for anything."

Quinn clears her throat and nods once, shuffling herself at once closer to her teacher and the door, so her movements could be interpreted innocently, and takes a breath. "I'm really sure that's not quite true, but, um, thanks."

Rachel is only briefly aware of their growing proximity, soon pressing into the edge of her desk. "You're more than welcome, Quinn. Is that all?"

Quinn takes a soft breath at this, trying her hardest to think of something more to say. While it's torture on her friend to keep it up this long without taking care of it, leaving all the sights and sounds Rachel has to offer is becoming less and less appealing the longer they talk. She finds herself glancing down at the skirt again and her teacher's long legs before she snaps her gaze somewhere more appropriate and takes a quick breath, looking past her on her desk, "Is that your boyfriend, brother, some guy you like the look of?" She chuckles nervously at the lame question, and glances down.

Rachel turns somewhat to catch sight of what picture Quinn had been mentioning, leaning over the desk to inspect it for a moment and smiling. "Noah? He's no boyfriend, but he has tried. He's like an older brother to me."

Quinn glances over Rachel's skirt rising up on her thighs, taking another quiet breath and moving closer, gripping her books tightly, knuckles white. She barely remembers to respond, "Oh."

Rachel turns back to Quinn at her short response, knowing the girl was always full of questions. She blushes profusely at their sudden proximity, leaning against the edge of her desk. "Oh, Quinn, I didn't even notice that you were so close."

Quinn raises her eyebrows slightly as Rachel turns back to her, catching sight of her bright brown eyes and staring intently despite herself, the hazel in her own eyes bombarded by her pupils. "Sorry."

"I really don't think there is anything to be sorry about, Quinn," Rachel breathes out through a laugh, unable to tear her gaze away from the intensity of her student's.

"Okay." She barely gets it out before she finds herself leaning forward, the haziness brought by Rachel's proximity leaving her thoughtless, and her instincts surge forth to bring her lips firmly, fervently to her teacher's.

Rachel's eyes fluttered to a close, the alarm ringing through her the moment she felt their distance diminishing. Every coherent thought is thrown out the window, however, when Quinn's lips are against hers, finding herself to be reciprocating just as heatedly. Her hands slide up to Quinn's shoulders, bringing her closer without much thought.

Quinn raises her eyebrows, finding herself vaguely surprised at Rachel's response, but her instincts respond quickly and she drops her books between them, bringing her hands up to burrow in Rachel's hair first as she presses into her, pushing her back against the desk more firmly and feeling her pants tighten even more, if possible.

Rachel gasps into their kiss when Quinn is suddenly flush against her, a firm bulge pressing insistently into her. She doesn't think twice about it, though, pressing back into Quinn.

Quinn threads her fingers through her hair gradually, bringing her hands down slowly to caress lazy circles with her fingertips on Rachel's neck. Her mouth parts against Rachel's as she gasps, and she takes advantage to flick her tongue against her teacher's upper lip, begging entry.

Rachel readily allows entrance, her tongue curling and brushing against Quinn's. Her hands slide down to press against her student's back, fingers meeting the cool surface of Quinn's jacket. It doesn't stop her from exploring what she could.

Quinn explores her mouth as thoroughly as she can, rolling her tongue along the roof of Rachel's mouth. She smooths her hands down Rachel's shoulders, brushing past her breasts and down her sides to grip her hips firmly and, with a tug, hoist her up onto the desk.

Rachel's breath hitches at the sudden and easy change of position, her hands straying away from Quinn to knock away paperwork and pens from her desk.

Quinn draws her hands further down to smooth her hands along Rachel's thighs, massaging them reverently as she pulls them around her hips and presses flush against her teacher again. She scoops an arm around Rachel's waist to keep her steady while she leans her back, helping her sweep everything from the desk with her other hand. She tears her mouth away reluctantly, automatically nipping and kissing over Rachel's neck instead.

Rachel's lips part as she tries to regain her breath, though it's not easy with Quinn's lips exploring her neck. She tilts her head back, giving her student more room to work with, a hand tangling through Quinn's soft hair. Her hips roll almost unconsciously into Quinn's, all the while trying to tug her closer with her legs.

Quinn lowers her mouth to the hollow of Rachel's throat, laving her tongue there before she makes her way back up to find her pulse point and suck. She takes soft breaths as Rachel's hips move against her, shifting nearer and bringing her hand that had been sweeping off the desk to cup her teacher's breast through the fabric of her shirt, slowly massaging and brushing her thumb over the bump of her nipple.

Rachel's heart beat quickens at the skilled tongue against her skin, back arching into Quinn's hand. She runs her fingers through Quinn's hair, nails raking along her scalp.

Quinn pinches lightly at the hard nub, testing her reaction as she tears her lips away from her pulse point only to continue ravishing Rachel's neck with her mouth, humming with those nails in her hair and pressing Rachel lower on the desk.

Rachel whimpers at Quinn's actions, her legs tightening around her student. She allows Quinn to move her however, a soft moan leaving her as Quinn continues her assault on her neck.

Quinn presses a hand on either side of Rachel on the desk once she has her back against the desk, hovering there long enough to trail her teeth and lips up to her teacher's and husk, "Is this hot enough for you?" She pushes herself up enough to burrow her hands beneath Rachel's skirt, finding the hem of her panties and working them down her thighs while she lays kisses over her chest.

Rachel nods softly, though hurriedly, unable to form coherent words. She feels a shiver ripple through her at Quinn's fingers against her thighs, her lips against her chest. Her own fingers tangled even tighter through Quinn's hair, wondering if her student could feel the thudding of her heart.

Quinn pulls her panties free, tossing them aside carelessly as she hovers her mouth over Rachel's thus far untouched breast, blowing her hot breath through the fabric to let her feel it and then pressing her mouth over the area, sucking despite the obstacles while she unbuttons and unzips her jeans to pull her throbbing member free.

Rachel's eyes squeeze to an even tighter close, trying to push Quinn to her even further. One of her hands travelled downwards to curl around her student's member, moaning thickly at the sheer size.

Quinn groans softly at the touch, pressing her own hands to Rachel's thighs to push them wide, allowing her to cup her hot center in one hand and massage slowly. She places a small bite through the fabric of her shirt.

Rachel gasps at the sensation of teeth, her hips rolling into Quinn's hand. She pumps her own hand steadily, using the pre-come leaking from her student's throbbing member to make her movements more fluent.

Quinn breathes steady and heavy, rocking her hips slowly into Rachel's hand and delving her own fingers through her teacher's folds in turn to explore her heat. She circles her entrance and then slides back up, fiddling with her clit back and forth once she finds the small nub. She bites at the side of Rachel's neck, lighter this time as she moves up to suck her earlobe.

Rachel whimpers lowly, a plethora of sensations thrumming through her, torn between the feel of Quinn's lips, and the movement of her fingers. "Please, Quinn.." She breathes out, her hand twisting as she reached the bulbous head.

Quinn nearly comes apart then, hearing her name off her teacher's lips like that, and she draws her tongue along the shell of Rachel's ear before murmuring to her, "Please what, Ms. Berry?" She brushes the pad of her finger back and forth over Rachel's clit, panting at her neck as her hips strain forward into the warm, soft hand.

"Please fuck me, Quinn." Rachel moans lowly, Quinn's continuous ministrations sending jolts through her, though her hand doesn't cease. She tilts her head, nipping at Quinn's ear lobe before whispering breathlessly. "And it's Rachel now."

Quinn's eyes flutter shut as she listens, licking her lips slowly and pressing a nibble to the corner of Rachel's jaw before she purrs lowly in her ear, "Yes, Rachel." She pushes up with one hand she presses on the desk, shifting Rachel further up on the desk as well and pinching lightly at her teacher's clit as she gets further up onto it with her and leaves her hand on her cock. She shifts her hips forward, letting her thumb wander down to circle Rachel's entrance to help her guide her tip there, bumping her thumb with her swelled head and dipping her hips to angle a little lower down before she presses forward again, to start filling her teacher up.

Rachel's breath catches the moment she felt Quinn pressing into her, her walls already beginning to stretch to accommodate. Her hand strays away from Quinn's cock, clinging onto her student's jacket instead. "You're so big," She breathes out when Quinn is fully sheathed, breath quick and unsteady.

Quinn groans as she pushes through Rachel's tightness, shifting to get adjusted and comfortable once she's inside, hips pressed to her teacher's. She sets a hand on either side of Rachel on the desk, feeling a thrill of pride go through her that she's larger than anyone her teacher has had before, and that she's large enough to satisfy her. Still, she brushes her lips over Rachel's and murmurs, "You okay? Should I pull out?"

Rachel shakes her head immediately, her other hand sliding down to the nape of Quinn's neck. "Just - Just start slow." She brushes her lips against Quinn's in a tender kiss, her nails digging lightly into the nape of her student's neck when she showed the slightest intention of moving.

Quinn nods her understanding and agreement, pressing a few light kisses to Rachel's lips once she's settled back and then gradually drawing back, shifting her hips back to drag her length from her teacher, except for the very tip.

Rachel breathes shakily against Quinn's velvety lips, clutching tightly onto her student. She releases a long moan when Quinn shifts back in, her nails raking along milky skin.

Quinn groans lowly, pushing through the clenching walls, her eyes rolling back at the wet heat engulfing her with each movement further in. She pauses, to savor, once she's fully inside again, only to draw back once more, keeping her movements steady but slow as requested.

Rachel rests her forehead against Quinn's, a low whimper falling from her lips. After a few long moments of adjusting to Quinn's size and length, she hooks a leg around her student's waist, urging her to go faster.

Quinn gradually starts to pick up the pace at this, maintaining the steady rhythmic movement of her hips as she grows used to the sensation and, though not immune to it and still entirely turned on, she finds herself able to focus more on Rachel's pleasure than her own. She watches her expression closely, to find sweet spots inside her and movements that her teacher especially enjoys while she slides within her, rocking back and forth.

Rachel moans thickly at the sudden hit to a spot within her, nails dragging along Quinn's back. She'd never felt so good in her entire life. Rachel knew that no-one was going to hit at this level again, no-one but Quinn. "So good," She groans softly. "You're so good, Quinn."

Quinn's lips spread in a warm, slightly bashful yet prideful smile at the compliment, and she dips her head down to lay a few hot kisses over Rachel's lips and neck, whispering against her skin as she does so, "You feel so amazing." She tilts her hips, just slightly, to keep moving into that particular spot, wanting to elicit that noise again as she keeps thrusting within her, maintaining a swift but not rough pace.

A high-pitched moan left her at Quinn's repeated angled thrusts, face flushing even further at Quinn's words. She runs her fingers through Quinn's hair almost affectionately, head falling back against her desk.

Quinn pants lowly, speeding up her pace just a notch as she pushes a hand off the desk and up, beneath Rachel's shirt to stroke up and over her ribs, cupping her breast over her bra. She manages to get the rhythm down on one hand, matching it with the massaging motions of her hand over her teacher's breast, flicking her thumb over her nipple each time she hits that spot within her. She sucks and kisses over Rachel's neck and ears, lavishing her with as much attention as she can spread her focus.

"I - Quinn, I'm.." Rachel can barely form words, let alone sentences. Every quick snap of Quinn's hips, every flick against her pebbled bud, every kiss.. It only fuels to add to the tightening of the coil in her stomach.

Quinn takes a soft breath against her skin, enough to breathe out, "Yes, Rachel?" She pants lightly as she continues, suckling on the crook of her neck, the hollow between her neck and shoulder, as she peels back the fabric of her bra with her thumb to get better contact, bumping a little harder than before against that spongy spot inside of her.

Quinn's fingers are surprisingly cool against her heated flesh, though it only serves in fueling her arousal. She doesn't reply, and she knew that if she tried, it would be lost in the breathless cry of Quinn's name. Her back formed a taut bow, walls clenching impossibly tighter around Quinn's length as she came undone, and hard.

She gasps quietly as Rachel squeezes her member, reluctant to abandon her neck but lifting her head anyway to watch the woman underneath her as she comes apart, watching breathlessly and pinching lightly at her nipple as she starts to slow her thrusts to help her teacher come down, almost absent in doing so. She hardly realizes her own orgasm is coming until it hits, as Rachel's walls grip and milk her a little bit harder and she can't stop it, groaning out loudly, half a growl.

Rachel feels another wave of pleasure crash over her at feeling Quinn's thick essence filling her even further, a plethora of aftershocks jolting through her. She mewls and whines and whimpers her student's name, breath heavy and irregular.

Quinn pants heavily, amazed at the feeling of those hot walls gripping and milking her, urging her to empty herself inside fully, even further amazed at her ability to comply as she continues filling her teacher with her thick ropes of come. She flattens both palms to the desk on either side of Rachel to hold herself up as she gradually finds herself finishing, head falling to Rachel's shoulder, but not allowing herself to crush her teacher beneath her.

Rachel, after regaining some of her breath, leans up to capture Quinn's lips in a deep, tender kiss, fingers threading through now-sweaty blonde locks. "That was incredible."

Quinn kisses Rachel back warmly, eyes fluttering closed pleasantly as she works to quietly regain her breath, murmuring, "You are amazing."

Rachel smiles almost bashfully and pecks at her student's lips sweetly. "I'm sure you're talking about yourself."

Quinn shakes her head quickly and dips her head to go about pressing featherlight brushes of her lips over her teacher's face and neck, never quite staying in one spot. She teases, albeit a little huskily, "Mm-mm. Here's what that would have sounded like: I am amazing. Too obvious." She smiles a little, and adds, "But seriously, folks, you. Are. Fantastic."

Rachel giggles at fleeting kisses, and even more at her words. She cups Quinn's cheeks to still her, pulling her into a kiss that left herself breathless as she broke away. "You aren't so bad yourself, Quinn."

Quinn returns her kiss just as eagerly, panting slightly as Rachel pulls back and then offers a soft smile, eyes sparkling at the praise. "Thanks." She leaves another light kiss on her teacher's lips before she draws back.

Rachel misses the proximity and warmth immediately, though she knew she shouldn't crave it. She closes her eyes, trying to regain feeling within her legs.

Quinn eases out of Rachel gradually, reluctantly, clearing her throat as she swipes her soft length off with her own boxers and then readjusts her pants. She does them back up before reaching beneath Rachel's shirt to readjust her bra and then her clothes again.

Rachel lets out a soft noise of protest. She felt immensely empty. Rachel sends Quinn a thankful smile, grabbing on the girl's forearms to pull herself up.

Quinn smiles as she eases up, kissing softly over Rachel's neck again as soon as she's within range, unable to restrain herself at the moment.

Rachel smiles fondly and let Quinn do as she pleased, stroking soft hair adoringly.

Quinn rests her arms around Rachel's waist, leaving a few more kisses on her neck and shoulder before she reluctantly pulls back again. She leaves a peck on her teacher's lips before she slides off the desk slowly.

Rachel bites her lip as Quinn breaks away, sliding her arms around her student's neck to prevent her from just disappearing.

Quinn stops as Rachel's arms capture her, stepping closer again and offering a soft smile, setting her hands on her hips as she slowly massages them. "Something wrong?"

"I just don't want you to go away yet," Rachel murmurs in answer, soothed by her student's touch.

Quinn smiles warmly at this, leaning in to press a soft kiss against her teacher's lips. "I'm not going anywhere."