She's like a fire – she sweeps through everything, bitingly and burningly consuming all in her path. Will doesn't understand his attraction to her; she's almost a little too hot for him. Strong, takes-no-prisoners Shelby Corcoran – he doesn't know why he lusts after her so much, just that he does.

It's a stupid answer to an unanswerable question. Will's never been one to leave things rhetorical, though.

She looks like Rachel. That's creepy, but it's the first thing he noticed (well, really, he should say that Rachel looks like her. And that's even stupider, because well, yeah, she's going to look like Shelby). But it's not the dark hair and the bright-as-stars eyes and the smooth, olive skin; it's the way she stands, her back pulled straight as if by an unseen marionette string, her hair smooth over her back and the icy-cool look of her eyes as she decrees the latest in show-choir rules to Vocal Adrenaline. It's hot, and it doesn't belong in Lima, Ohio.

Will gets the impression that Shelby's missed her chance. That's sad, almost in the way epic musicals are sad because there's one moment of feeling on top of the world before it all goes to shit. It's really the way of most Lima residents; most are still there because they missed their big break, so Shelby isn't unique in that respect. But he finds that he doesn't want it for Rachel. Rachel lacks Shelby's experience, but the desperate, hungry look is the same.

Shelby is good in bed. It's the way she takes control – and it's the way he can do nothing else but let her. She moves her soft mouth over his body, biting at his nipples, nipping at his skin. She pins him to the bed, though he must weigh at least 80 lbs more than she does, fucking him slowly, never taking her burning green eyes from his. It's the semblance of carefully-controlled routine – the sex may take place the same way every time, but it's never the same feeling. It's never the same lust. She has this fire inside her and it's just unbelievable.

But he notices, when she crosses her legs on the balcony smoking a cigarette - though she tells him how stupid it is for her mezzo-soprano voice with a powerhouse behind it that could burst through the ceiling of any Broadway theatre - her vulnerability, and he uncomfortably comes back to her sixteen-year-old daughter in his Glee club with the same sort of innocence; the same fragility.

Shelby doesn't appear to be fragile. However, he's seen her stare at the moon on foggy nights with freezing feet and sigh, this deep, quivering sigh that tells him despite her control, she never really quite has it together, and there are times she can't pretend well, either.

"How many times have you told yourself you're going to leave this place?" Her voice is cool, matter-of-fact, and he shrugs, watching his own cigarette smoke wreath around his guitar. He was picking out chords and she hummed along when she knew the song; often, though, she sang a melody of her own and he found himself plucking along, following her lead, as usual. A strange minuet, they had; Shelby and Will, the most unlikely couple ever, and he couldn't and still can't even fathom why this is happening, most of the time.

"Lots of times." His voice is soft, full of timbre; he'd had a coughing fit not too long ago and she'd laughed at him, a hearty, full-bellied laugh that made him feel ashamed and uplifted at the same time.

"But you don't." Her voice is thoughtful, and she drags on the cigarette, and then flicks it savagely over the edge of the cement lip. "I don't either, and I don't have a reason why, anymore."

"What was the original reason?" He treads lightly, but he knows the answer and she knows he does.

"How do you stare at her every day and not think of me?" Now she's turned to him, and he blushes. It's not that he doesn't think of Shelby when he looks at Rachel; it's that more often, he thinks of Rachel when he looks at Shelby.

She's fucking sixteen years old. It's creepy.

Shelby's eyes don't leave his and he quickly fabricates a response. "I don't know. She doesn't have your voice, at all."

"No, she doesn't. It's too pure." Shelby's voice is strong, but definitely smokier – and he loves it just the same, really. Sometimes Rachel is too sugar-sweet; sometimes she sounds reedy on high notes. Shelby has the seasoned voice of a Broadway star and it's odd, as she's never been to Broadway that he knows of.

"Is she leaving you alone?" he asks now, looking down at the woman's dark hair, a circle of shine reflecting back the porch light above the balcony door.

"No. But I don't mind."

That's another thing – what does this woman want with Rachel now, after years of not having anything to do with her? It's clear that she was Rachel's mother from the moment Will met her. He's surprised they haven't met before, but since Shelby spends most of her time in Mt. Carmel, Ohio anyway, it's not too surprising.

"I worry for her," he says, half under his breath, but if you'd asked him at that time who he meant, he couldn't have answered.

/~/

She's a baby in granny clothing, her cheeks still sweetly rounded, but her dark eyes as burning as Shelby's and her questions just as pointed. The difference is, Rachel's like a freight train while Shelby's like a thunderstorm - at least a thunderstorm gives you breaks.

"And Mr. Schue, I'm thinking that I could sing 'My Man' for our next solo competition. I've been practicing hard, and you know what a fan I am of Barbra's. I can carry her well, as I've proven at Sectionals."

"Yes, Rachel. You can work on that song." He doesn't care, much; he basically says it to make her shut up because his head is pounding.

He watches her go back to her seat and notices she sways her hips while walking much the same as her mother does. They have the same build, Rachel and Shelby; that curvy ass, the delicate legs, and the big feet. Rachel's feet are comically big for how tall she stands, and the same goes for Shelby.

Will wants to shake his head violently. Why is he comparing a sixteen year old to her mother?

They get through practice and she comes to stand beside him while Brad plays the melody of a few show tunes on the piano for Will. He needs to learn how to harmonize better – Shelby is actually helping him with that – but Rachel keeps getting in his face and finally he spins, putting his hands on her shoulders and steering her gently out of Brad's way.

"What, Rachel?"

It's that same desperate look; that same burning brightness behind the eyes. He does almost a double-take before he gets himself under control. His hands on her delicate shoulders, he wonders briefly if Rachel would pin him as her mother does.

Now he really has lost his mind, and his morality, too.

"I don't want to be rude, but I just don't trust your judgement on that latest showstopper. Now, here are my ideas . . ."

He half-tunes her out as he wonders, now brazenly, if she has a flat stomach with a slight bulge at the belly the way Shelby does, if she would straddle him the way that her mother would. He stirs inside his pants; he flushes a dull red and wants to kill himself. Thankfully, Rachel is too innocent and self-absorbed to notice.

When he finally is able to break away from her, he wants to go home and start the last two weeks over. Maybe he never should have met Shelby Corcoran, because being with her is causing an issue with his working relationship with her daughter.

/~/

Shelby's over again and drinking a beer, which looks weird in her hands. She doesn't look like a beer drinker. Will proves right again in his assessment of her when she puts it down with a grimace.

"This is swill. Don't you have anything better?"

"You can check the wine cupboard, above the stove. Terri may have left some bottles behind."

"Trust a man to not be able to pick out a decent wine." She flows off the chair and he finds himself admiring the curves of her breasts under her satin purple blouse. Jesus. He can barely control himself anymore.

She finds the bottle opener wedged between serving spoons in the second drawer by the sink and expertly opens the bottle of red. "So, how's my daughter?"

He wishes she wouldn't ask. "I don't know. The same as always."

"If you were stupider and less likely to fight me, I'd try to steal her for VA. She could do better if someone was paying special attention to her voice."

"I'm sure," he replies politely, but he's really wondering what it would be like to take her on the kitchen floor. Would she taste of red wine? Her lips, plump and stained against the highball glass which is all he has to offer her in the way of barware, move against the crystal as she speaks, and he blinks several times before he's able to break his gaze.

Later, after she leaves, he spends some time in the shower letting the water beat into his head and eyes, trying to forget the way that Shelby and Rachel seem to be melding into one unattainable woman for him.

/~/

Either Will is going crazy, or Rachel is actually trying to put the moves on him. Either way, it's surprisingly creepy, and he isn't sure exactly how to rebuff her without acting like a total ass and breaking her heart.

Look, he knows she has a crush on him, and has for a long time. That doesn't mean he gets to encourage it, especially with his own inappropriate thoughts. She stands before him now, and he smells some flowery perfume emanating from her tiny body. He also sees that she's adopted her mother's stance of taking control, and he wants to die a little inside. This is not making it easier.

She leans forward, her back undeniably straight, and smiles in that creepy Rachel Berry way that is a sure turnoff if nothing else is. But she's hot . . . and even more so because she doesn't know what she's doing.

There's a tiny tremble in her legs; a tremble in her body. It's what basically sends him over the edge and past the point of no return.

He can't help but turn back to her, taking her hands, watching the way her eyes light up. There's no dialogue; just kissing. Her lips are soft, much like Shelby's. She doesn't tangle her hands in his hair the way Shelby does, but she does move them sweetly over his back and cup his stubbled cheeks.

All the while, there's that tremble, singing high and sweet against his chest as she folds into him; moving insistently against his lap. That tremble . . . that resistance that proves to him that Rachel will never be Shelby, and vice versa.

/~/

Sleeping with two women is weird. Will's never actually slept with more than one, anyway, and most of that took place in a years-long monogamous relationship with Terri Del Monaco. It's different sleeping with two women at the same time, and especially when those women are so closely related and one is underage.

It's the underage part that basically stops him from making any moves with Rachel. He refused to even sleep with her for months. It was when Shelby had gone to Paris for the summer to meet with some vocal coach that he finally allowed Rachel to come over.

She sipped wine, white this time, and sparkling, from the same highball glass and giggled against the lip and he finally ended up carrying her, half-drunk, to the white king-size bed to kiss her everywhere until she begged him to sleep with her. He'd rubbed her back, rocked her in his arms, hoped she'd fall asleep, but it was all futile because she just doesn't fucking quit.

He'd been so hard and aching and drunk that he'd taken her virginity, anyway, and then felt like an absolute asshole when she'd cried out, tears beading on her cheeks, and the quivering of her body the first real indication that he'd done something that could never be taken back.

He's cheating on Shelby with her daughter. Christ, Christ.

But later, it didn't seem so bad; she'd stopped closing her eyes and continued to pin him down to the bed; she got on top like Shelby does and fucked him with her hands pinning his shoulders to the sheets. Her hair had spilled across his chest and she'd bitten him below the jawline, right under his ear, leaving a red mark he'd had to cover with old stage makeup when he dared to leave the house to get more groceries.

She'd sat on his lap, bare feet cold in the air conditioning, her legs waving without care as she dissected the latest in musicals from the crappy Blockbuster down the road. They had that store ordering in a million movies that no one but Rachel would know, and no one but Rachel would care about. He listened to her incessant voice go on and on, vibrating through her back against his chest, and he didn't care, he didn't care, because all of this was fleeting and it was the road not taken, and fuck anything else. Fuck it all right now.

Will hates himself for this. He hates himself for this girl, this mini-Shelby; sitting at his banquette in the kitchen and swirling canned soup around and around the white china bowls Terri had left behind. He wonders what made him this person; he wonders why he'd ever find a sixteen-year-old attractive.

He wishes she wouldn't wear those fucking white negligees because he can barely keep his hands off her and her dusky skin and her young, perky breasts, and the swell of her stomach, which, incidentally, is exactly like Shelby's.

And all through it, that tremble – the excitement, the unknown – and he can't stay away, nor does he make Rachel leave.

/~/

Shelby comes back from Paris the last week of August, during a heat wave, with some literature for him from this guru of show choirs and a lot of French wine. She buys him some wine glasses from Wal-mart and he thanks her, standing in bare feet and jeans on the balcony as she cuts some cranberry goat cheese and brings it out to look over the dusty Lima street.

"You're different," she tells him, and he shrugs.

"Not any different than I ever was." He doesn't think she can tell, and anyway, who would ever suspect? He always has a stack of musicals on his TV. He always has the latest bootleg lined up on his computer. He's a Broadway fan. No one would connect it to Rachel.

"I don't know. If I wasn't so sure you're a lonely idiot, I'd swear that you'd been fucking someone else." She's so matter-of-fact and harsh, and so goddamn sure of herself – it's sickening. He watches her drink the wine, a little spilling on her mouth, and he grabs her, suddenly, biting at her neck.

The wine glass drops to the cement of the balcony and shatters.

"Will, what?" She isn't even upset, just bewildered. He doesn't know what he's doing.

"Fuck me," he breathes, and she nods, grabbing his hand, carefully stepping over the glass, and landing on the couch in his living room.

It's unsatisfying and he comes, but in a rough, pushing sort of way that doesn't hit him deep inside. Fuck.

She rolls off him and stares at him with the same bewildered look in her eyes. "Something is up with you, buddy."

Yes, he wants to tell her. I'm sleeping with your daughter. She's better in bed than you and more eager. I think I'm going crazy.

Instead, he smiles, that same polite smile, and shrugs, pulling her back into his arms.

"Of course not."

/~/

He finally tells Rachel she can't come over anymore when it's two nights away from Invitationals and she's at his door every night, trying to find something – whether it's a good fuck, or just companionship, he has no idea, but it's enough. These women are starting to make him feel bipolar – constant ups and downs, constant mood changes, trying to get used to one woman's controlling, trying to mold another woman, listening to the highs and lows and riding the billows of sex, over and over.

It's too much. He runs a hand through his hair and tries to forget that he found two greys in it this morning.

"We need to stop this. You need to stop coming here. This is too much. I can't deal with it."

"There's nothing wrong with it, Will." Sometimes she uses his name; sometimes she uses the same "Mr. Schue" she uses in class. Either way, her soft, sweet voice makes him want to take her there on the doorstep, but he hardens his heart.

"I can't continue this with you. It's inappropriate. I could lose my job."

"So? That hasn't changed since the summer, Will." Rachel knows he's bullshitting so he just closes the door on her and leans against it, feeling like an asshole.

He hears her start to cry outside, and wants to turn back time – turn it back to before Shelby, before Rachel, before these conflicting feelings and this juggling and this strange feeling that he can't blame this on anyone but himself.

Rachel cries against his door for fifteen minutes before he thinks to let her in again because of the neighbours; by that point, she's gone.

/~/

Time passes. It's winter, now.

Shelby leaves him in the third week of December.

"I can't deal with you. You're all over the place, and I need to focus for Regionals now. Either way, I shouldn't be with someone who's direct competition. My choir's starting to suffer."

If hers is, his is, too. Rachel refuses to work with him at all now, and the rest of the choir is starting to crack under her mutiny. He wants to tear his eyes out sometimes, looking at the motley collection of misfits led by that sweet, sexy girl he fucked all summer and wonders again why he decided to do what he did. Also, why is he still thinking about this?

Shelby passes him a few times at various choir outings and he nods at her politely, but she doesn't really respond. He notices Rachel hanging around her like a puppy and wants to pull her back, warn her that getting mixed up with Shelby will only hurt everyone. Shelby will learn it from Rachel. Rachel will never be able to keep her mouth shut, telling her mother about the man she fell in love with. It's not hard to connect the dots.

Somehow, no one finds out. Somehow the secret remains secret.

He celebrates Rachel's seventeenth birthday with the Glee club over cupcakes with stars iced into them and wants to cry at the sweet surprise over the young girl's face – the surprise anyone would care about her. He remembers her harsh sobs and the look on her face the next Glee club practice and feels about as bad as he ever has.

Life goes on. He is able to disconnect from both women; he isn't able to disconnect from his thoughts.

/~/

Shelby pulls him aside after Regionals. "Your choir did okay."

"They didn't do well. But it's a learning experience. They'll get it next time."

"They had tough competition to beat."

Will is tired and Quinn Fabray's just been carted off to the hospital in labour, so he's not exactly up for a heart-to-heart right now. He sighs deeply.

"What do you want, Shelby?"

He watches as a shadow flits around behind the older woman – Rachel. Great.

"Just to congratulate you. That's all."

He watches her straight back and her perfectly brushed hair move against her back as she turns to talk to Rachel and both women fasten burning eyes on him as he escapes the Green Room.

It's really over. Will only feels relief.

/~/

It's another boring Thursday in practice with the choir and Rachel's trying to run things, as usual. Will has a splitting headache – the spring thunderstorms are getting to him and causing migraines – and he isn't paying attention to her efforts at directing.

Slumped on the piano bench, he watches her hands wave through the air, as if she could direct water to flow uphill if she wanted to – she has that sort of charisma. The kids are focused on her, though they look sulky, and eventually they stand up and sing in three-part harmony, a feat Will hasn't been able to get them to do all year.

From the back, she looks like Shelby – that self-assured behaviour, that straight back. But there's that tremble – the quiver in her hands, the shiver down her legs.

If he had his choice again, he'd take that high, singing trembling blaze over the controlled forest fire.