Out of all the people to fall of the bandwagon Will Schuster never thought it would be Rachel Berry.

It was 2.35 am in the morning, he only had two hours sleep due to all the marking he had to do, when the his phone broke into his dreams by ringing loudly. "Hello?" he yawned.

"Mr Schue?" Rachel slurred.

"Rachel?"

"I'm sorry Mr Schue, I couldn't help myself," Rachel said still slurring her words, "I wanted to forget and now I can't remember where I live."

He shot out of bed and began to search for a pair of trousers. "Where are you Rachel?"

"I'm at the school, I didn't know where else to go and now I'm scared," Rachel whimpered, "it's too dark and I think someone was following me."

"I'm on my way Rachel just wait at the bleachers and I'll be there in ten minutes, I promise," Will said quickly as he yanked on his shirt that he chucked with terrible aim at the laundry basket earlier.

"You promise?"

"I promise," Will repeated reassuringly. "I won't let you down."

"That'll be a first," Rachel muttered and then the phone went dead and all Will could hear was a flat beep.

He moved even faster to put his shoes on and snatch his car keys up.

GLEEGLEEGLEEGLEE

He found her sitting in the middle of the bleachers. she was wearing a tank top and short skirt which was highly unpractical in the chilly climate and he could see that she was shivering before he was anywhere near her. He took his jacket off and wrapped it round her shoulders.

"Thanks," she muttered before shrugging it off with a sudden movement of her arm. She was holding a bottle of vodka and took a big swig. "Want some?"

"No thank you," Will said picking his jacket up and placing it back on Rachel's shoulders. "What happened to you, Rachel? I had thought you were the strongest of the Glee Club."

"Really?" Rachel said bitterly. "I go through shit day in and day out. I get nothing but shit, from the bullies, from the geeks, from my own friends. Finn breaks up with me and gets with Quinn never minding the fact that Quinn had done worse than I ever had. Every time I open my mouth someone tells me to shut up or insults me, all my ideas are apparently wrong, never mind that my idea won us the Regional's you still all thought I was wrong at the time. And you! You do nothing! You are the worst of them all because you just stand there and let them call me horrible names and put me down all the time. So why should I be the strongest? Why should I stop myself from taking a drink now and then? I think I have more right to drink myself to dreamless sleep more than any of the others!"

She took another swig from the bottle and Will stared at her in astonishment. He never interfered in her little bantering matches with the other Glee members. He often thought it was teasing amongst friends and when it turned a little harsh he thought Rachel would appreciate him to stay out of it because it would be practise for the backstabbing of show business.

That and Rachel was so bright and strong that you almost forget that she's only sixteen in high school.

"Give me that bottle Rachel, you had enough," Will said sternly when he finally found his voice.

Rachel shakily attempted to hand him the bottle but miscalculated the distance between his and her hands. The bottle shattered loudly in the quiet night. "Sorry," Rachel slurred and then she started to cry.

"It's ok, it doesn't matter, please don't cry Rachel," Will murmured as he pulled her into his arms, "it's just vodka, no need to cry over spilt vodka," he said weakly trying to make a joke. She just cried harder. "Rachel please,"

She pulled away and sniffled. "What can you do when your good isn't good enough? When all that you touches tumbles down? 'Cause my best intentions keep making a mess of things, I just want to fix things somehow," she sang rather out of tune for someone with her talent.

Will smiled sadly at her, "Let's get you home Rachel," he said standing up and offering her his hand to help her up.

"I don't want to go home," Rachel murmured, "My Dads aren't there and I feel lonely...can I stay with you?"

Will felt a sudden conflict of emotions, the urge to protect Rachel, wariness because knowing his luck Sue still has his placed bugged, anger because it was Rachel's fathers' absence that caused the first drink binge for the whole club, and pity because she was so very alone in the world.

"Please," Rachel said tears still clinging to her eyelashes.

"My sofa is very comfortable," he said with a slight grin.

GLEEGLEEGLEEGLEE

Rachel stumbled and staggered into his apartment. She was still singing Get it Right off-key and very loudly. She tripped over her own feet and fell onto the couch giggling just as loudly. "The world is spinning Mr Schue!" she said in between giggles.

Will simply went to the kitchen, poured a glass of water and grabbed a packet of aspirins, he then walked back into the living room and handed them to Rachel who kicked her shoes off and was sitting up properly on the couch.

"Thanks," she said dribbling water all over herself, "I'm sorry for calling you the worst."

"That's ok, you were right," Will said watching her carefully in case she choked on the aspirin, "I should have stepped in more and been a better disciplinary. You were right about the original songs and you were radiant in Regional's."

Rachel grinned at him. "That's the nicest thing anyone has said to me since Finn broke up with me."

The saddest thing about that sentence other than the obvious? Finn had broken up with her almost six months ago.

Will gave her a comforting squeeze on the shoulder before dragging out his spare blanket and pillow. By the time he got back Rachel was half asleep on the sofa, he moved her gently to he could place the pillow behind her head and then he draped the blanket all over her.

"I'm sorry for being a pain," she mumbled.

"You're not a pain, I'm glad you phoned, I hate to think what happened if you didn't," Will said softly.

"Thank you...you're my favourite teacher, you do know that, right?" she said her eyes closing.

"You're one of my favourite students, just don't tell anyone."

She smiled in her sleep but it didn't stop the tear that was still running down her cheek. Will couldn't help but feel like a failure as a teacher. If he hadn't noticed Rachel Berry breaking under the pressure of bullying, then what else had he not noticed?