A/N: I am so excited to start my new Blainchel story. I am taking a short break from my Smytheberry story, The Perfect You, and write for one of my other otp2, Blaine and Rachel. I love these two together. Happy Holidays and Enjoy the Story. Lets see where the story takes us.

Disclaimer: I do not own Glee, characters or songs.

Song: Let me Fall by Josh Gracin

Warning advised Some Smut/Mature Material

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(Rachel)

 Let's make love
 All night long
 Until all our strength is gone
 Hold on tight
 Just let go
 I want to feel you in my soul
 Until the sun comes up
 Oh, until the sun comes up
 Let's make love

(Blaine)

 Oh baby, let's make love
 All night long
 All night long
 Let's make love

Blaine and Rachel leaned in at same time. They shared a frantic kiss that became heated and Rachel wrapped her legs around Blaine's waist as he held her against the wall.

"Are you sure you want this?" Blaine asked, looking into the small brunette's eyes for reassurance. He saw fear, but the tiniest glint of excitement; that's what propelled him forward. She nodded up at him, lifting her arms straight into the air. They both ignored the slight tremble of her fingertips.

In one swift movement, the Dappler Warbler grabbed the bottom hem of Rachel's tank top and pulled it over her head, leaving her standing in front of him in only her bra and a raggedy pair of sweatpants.

And yet she'd never looked more beautiful to him.

Before she could change her mind, he leant forward and placed his forehead against hers, gently. "I've wanted this for so long," he whispered, pushing a strand of his friend's hair behind her ear. She nodded in response, not trusting her voice. Instead, she stood on tiptoe and kissed him, allowing her body to speak for her.

The kiss was perfect, the right mixture of heat and need and love, and Blaine found his head becoming thick with fog, as it always did when he was attacked by Rachel's lips. He stepped back, out of her touch and into clarity.

He needed to make this moment perfect.

As fast as he had discarded Rachel's shirt, he removed his own, throwing it in a pile at the end of the bed. He hoped that she couldn't see the goose bumps from where she stood, barely a foot away.

He watched, with slight shock, as Rachel's thumbs disappeared into the top of her sweatpants, making a move to take them off. He moved to her fast, removing her hands and chuckling softly. "I'll do it," he said, dipping his thumbs into where hers had just been.

The electric shock of skin against skin- two areas that had never before touched- made Blaine's knees buckle. He breathed deep, composing himself.

In a breath, the pants were also in the pile at the end of the bed, long forgotten.

"Blaine," Rachel breathed, her cheeks flushed with full awareness of how little clothing she currently wore. She bit her lip and looked down to her friend's own pants, hanging low on his hips in the most tantalizing way. She made a move for the button, but he was too quick for her.

"I've got it," Blaine urged, fingering the button and smiling down at Rachel. She looked desperate for the removal of this article of clothing. Perhaps to even the playing field, he thought in amusement. He removed his fingers from the cold metal of the button, but thought better of it. This was not the time to play games.

As Rachel's eyes never left his fingers, Blaine slowly removed his jeans, revealing a black pair of boxer briefs underneath. Rachel's breathing became shallow, and before he could react, she was in Blaine's arms.

As Rachel's lips covered Blaine's, he could feel that familiar fog and dizziness coming over him. He needed control but knew that she craved some power as well. He'll let her have it, for now.

She was yanking on the hair at the nape of his neck, struggling with their height difference.Blaine smiled against her lips, deciding to do nothing to help. If she wanted some power, she was going to have to work for it.

She seemed to figure this out really fast because, before Blaine knew what was happening, their lips disconnected and Rachel was walking over to his bed.

Although his lips felt suddenly cold and in desperate need for more action, his eyes glanced appreciatively at the view Rachel was unknowingly given him of her barely covered arse. Her matching red lace underwear set offset her skin tone perfectly, and in the dim light being given off through the slit in his bedroom's blinds, she looked breathtaking.

She sat down on his high bed and slid her legs ever so slightly apart.

"C'mere, Blaine," she whispered. She was trying to be sexy, but she didn't need to try at all. He moved slowly towards her, taking in the sight of her biting her bottom lip in nervousness. He wanted that lip.

He fit perfectly between her parted legs and she giggled in happiness- her plan had worked! Now she was at the perfect height to kiss him properly.

Rachel allowed him to take possession of that bottom lip for a while, sighing comfortably against his broad chest. This ease and happiness that filled her whilst she was in his arms kept her calm and sane in the most stressful of times. It's how she knew that she was making the right decision tonight.

But soon, she wanted to dominate. Blaine was so good at sweeping her off her feet and causing her heart to do insane things in her chest. She wanted to make him feel a little of what she felt, every time he touched her.

She laced her small fingers in his bronzed hair, tugging lightly so that she could dip her tongue in slightly deeper, exploring his mouth. Their tongues danced and their hands had found comfortable places, his on her hips and hers in his hair.

Soon, Blaine let out a moan and Rachel felt the fire all the way down to her center. Their kisses grew more urgent and needy, his fingers coming around to her back, struggling to unclasp her bra.

"Here, let me help you with that," Rachel said, her voice holding a deep, husky quality that almost caused Blaine to moan again. His cheeks pinked as he watched the straps loosen and fall over her shoulders. Her face remained lost in the moment; she stopped being self-conscious around the time when Blaine removed her pants.

She tossed the flimsy garment on the floor behind her partner and dragged his head back down to her level, meeting his lips with a need fuelled by passion. She moved her now swollen lips across his cheek to his neck and started sucking at a sweet spot that made Blaine lean further forward, grabbing onto the bed for more stability.

"Umm.. would you like me to put on some music?" he said, needing a time out. He couldn't remember when exactly he'd given Rachel all of the control here, and he was slowly slipping into complete passiveness.

"Mmmm, something soft would be kind of nice," Rachel smiled up at him through her lashes, leaning back on her hands, seductively. Blaine nodded to her and made to go turn some on.

He picked something soft and classic, turning the volume down to light-medium. They didn't need a soundtrack, just some background noise. As he turned back around, his eyes widened and he gulped.

While he had been choosing the music, Rachel had been busy removing the last piece of fabric keeping her clothed- her tiny panties.

This was not helping the control issue. At all. Plus Blaine knew he was doing something wrong, that he loved Kurt, but had always been drawn to Rachel.

Before he could think about it any longer than necessary to talk himself out of it, Blaine had removed his boxer briefs and thrown them aside, near Rachel's panties on the floor by the nightstand.

It had the desired effect. Rachel's eyes shifted downward and he saw her flush- not just across her cheeks but also across her chest and neck too. He was proud of the sudden power swap, and he moved quickly back to the bed.

Before Rachel could react and take back possession of the control, Blaine dipped his head and took her lips in his once more, his left hand coming up to her breast, kneading it gently.

It didn't take long for the nipple to harden, and once it did, Blaine moved to the other one. He broke the kiss and looked down at the brunette, who was completely lost in the moment, eyes glazed over in pleasure. He smirked.

He shifted their positions on his bed, laying her down in the centre and climbing on top of her, balancing himself on his forearms.

Rachel's fingers were running light trails over his back, causing the hairs on his arms to stand on end. He needed her to stop. Now.

Grabbing her small hands in his, he laced their fingers together and placed them on either side of her petite frame. Straddling her knees, Blaine leaned down and covered a nipple with his mouth, and began to suck.

Rachel's eyes opened wide in shock, and then flashed with pleasure. Her chest rose and fell, and her mouth formed a silent O. When he nipped it, she ground her lower body into him and he grunted in surprise. He decided that the other nipple deserved the same attention.

"Blaine," she moaned, her body slowly becoming covered in a thin sheen of sweat. Blaine thought she had never looked more beautiful.

Leaving a trail of kisses from between her breasts, Blaine worked his way down, his fingers never unlacing themselves from hers. She squeezed his hands harder as she realized what he was about to do, but he didn't make any move to stop.

Before she could protest, he placed a small, chaste kiss along her slit, making her whine in an effort to touch him back. He smirked up at her, and she glared down at him. But there was need and love in her eyes, so he kept going.

Tracing her folds with his tongue, he swirled around her clit until she nearly lost all control. But, every time he took her to the edge, he'd stop and bring her back down again. He wanted her climax to be with his own.

She was so wet and smelled of sex and this made him so hard. But he would wait.

He moved back up her body, wanting her to taste herself on his lips. Their kiss was aggravated and her teeth bit at his lips, angry at him for not allowing her some release.

"Blaine," she whined, bringing her hips off the bed and meeting his. The sudden contact made his eyes darken and Rachel smiled up at him, knowing the affect that movement had on him. She did it again.

"Rachel, you're not making this easy on me," he bit out, trying to remain in control of his body.

"Oh, like you're making this so easy on me," she replied, cheekily. She gyrated her hips up again, giggling as Blaine closed his eyes, silently begging for control.

Blaine kissed her then, his eyes holding a glint of mischievousness before his lips met hers, and she wondered what-

OH! His long, strong fingers were suddenly where his tongue had been only moments before, and she could feel herself building up again. She raised her hips to meet his finger's circular motion, and started moaning into his mouth and he continued to kiss her.

But, just as before, his fingers stopped motion just as she was about to go over the edge.

Breaking the kiss, Blaine smirked down at her, chuckling. "Rachel, Got a little confident there, didn't you?" he asked, laying down beside her on his side and leaning his head on a hand. He lay there so confidently, and Rachel found that she couldn't be angry at him.

"Can you blame me for wanting you?" Rachel said, savoring the view he was presenting her with. She sat up on the bed and scooted closer to him "Blaine, please? I want you. Now," she whispered, her eyes getting shy and giving up all power.

He hadn't expected a surrender so fast and it knocked him off balance for a second. But he nodded, smiling at Rachel and leading her back into a laying position against his pillows.

He straddled her waist once more, leaning down on his hands on either side of her head, his fingers once again laced through hers. One last time, to make sure, he looked into her eyes for any sense of fear or hesitation. He was able to breathe again when he detected neither.

She smiled up at him then, and he smiled back. "Thank you, my Tony," she whispered, squeezing his hands. He chuckled at her politeness and leaned forward to kiss her.

"No, my Maria . Thank you," he replied.

Blaine lined himself up with her entrance, his length covered in a condom. Before he entered, he leaned his forehead on hers. "This may hurt a little bit. Relax and it will go much smoother," he said, his voice gentle. "Tell me to stop at any time. I promise I will."

It was Rachel's turn to laugh. "Blaine, I'm not going to tell you to stop. I've been at the edge so many times tonight that if I did, I'd be crazy. Now, make love to me, please!"

At her words, he pressed himself fully into her, going slowly in and pulling out completely. The pain in her eyes was unbearable to him, but she smiled despite it and nodded for him to continue.

After the pain subsided, Rachel's eyes registered pleasure rather than pain, and she began panting in the rhythm of his movements. Each thrust pushed Blaine further into her core and he struggled himself to remain in control of his body.

Like earlier, Rachel's hips came off the bed, and she met his thrusts with her own. She soon started moaning his name, and that became too much for the boy to hear. He kissed her, mostly to silence her. Her tongue met his urgently, and their tongues joined into the rhythm of their bodies.

Suddenly, she couldn't take it and needed all the air she could get. She ripped her lips from his and sucked in a lungful, then started moaning, loader than before, "Blaine, oh, Blaine," again and again. The words were enough to cause Blaine to go over the edge, but he held on. For Rachel.

Before he could process it, Rachel's muscles surrounding his shaft tightened and he knew that she was coming. She became silent, her sweaty fingers squeezing his with such force that he was sure he'd lose them to her; her teeth found her bottom lip again, biting it until it turned white.

Watching her, Blaine allowed his own release, breathing her name in to her hair, again and again as he rode out the waves of pleasure. He was blinded and decided he didn't need to see in that moment. Only feel.

Blaine rolled off her, grabbed the blanket from the end of the bed and wrapped it around both of them, and then came up behind Rachel, who was still in a state of pleasurable shock, and cuddled her into the warmth of his arms.

"Hey," he whispered into her ear, nudging her out of her state of bliss.

"Hey," she barely got out. She turned around so that she could face him and smiled up at him, her face glowing. "That was something, wasn't it?" she whispered, snuggling in close to his chest.

"It was," he laughed, tightening his hold on her. He never wanted to let her go.

They both fell into dreamless sleeps, waking up only because the sun threatened their sleeping eyes with the beginning of a new day and the end to a perfect night.

"I could definitely get used to waking up with you right here, by my side," Blaine said, his voice full of sleep. He yawned, and stretched out his legs. Fingering a strand of her brunette hair, he looked out the slit of where the curtains did not quite touch, out onto the streets of Lima . "What do want to do today?" He asked. Rachel smiled, and replied "Can we just stay here in bed all day?"

Blaine: I wish I could but I am supposed to meet up with Kurt later.

Rachel stiffened in Blaine's arms. "Blaine what are we doing? "

Blaine: What do you mean?

Rachel: Is the occasional"Booty call" all I am to you?

Blaine sighed. " Rachel you know how I feel about you. It's just, its complicated."

Rachel: You say you love me, and i don't want to hurt Kurt either, but I am tired of always being someone's second option. I had enough of that with Puck and Finn. It was always Quinn. I know I can't compete with Kurt. I am stupid.

Blaine: You're not stupid. I love you more than I could ever imagine, but it's...-

Rachel cut him off. " I know, It's complicated ', she sighed before pulling out of Blaine's arms.

Blaine: Rachel, come back. What are you doing?

Rachel: I am "un-complicating" your life.

Blaine: What does that mean?

Rachel: I can't do this anymore. I can't hurt my best friend. I also can't keep hurting myself. Taking one for the team.

Blaine: Rachel, please don't do this. Please don't go. Just give me time to figure it out.

Rachel: I'm giving you all the time you need. I'm walking away before I am in too deep and fall in love with you even more, only to have my heart shattered. That is how much I love you. Even if you can never. I can't do this anymore.

Blaine sat in bed stunned, and his stomach dropped when he watched Rachel get dressed and saw Rachel turned to him and said, "Goodbye Blaine. I'll always love you. I'll see you in Glee."

Blaine: Rach please- he pleaded, but Rachel was gone.

Blaine heard her car back out of the driveway. What just happened? One minute he was making love to his dream girl, and the next she's gone. He knew she was right, and wasn't fair to hurt Kurt, Rachel, or himself. He DOES care for Kurt, but since the year before after their first kiss at her train wreck party he has been in love with Rachel but kept hidden because of Kurt. He had told her he was 100 percent gay. His feelings intensified when he transferred to McKinley. Then winning their roles as Tony and Maria in West Side Story. His Maria. He still questioned his actual sexuality whenever he was with Rachel. Rachel was the only person EVER to make him feel this way. He didn't know what to do. Why does life have to be so complicated?

A week had passed, and Blaine and Rachel kept up their show faces. They acted like best friends and as if nothing was bothering them, yet on the inside both were dying inside. Blaine stayed after class, and saw Rachel at her locker. He watched from afar as she gathered her books to head home. Kurt had already left because he, Finn, Burt and Carol had to go to a relative's house for dinner. He stopped next to Sam while they hung up posters to promote West Side Story.

Sam watched Blaine's eyes as his friend stared at Rachel.

Sam: You love her don't you?

Blaine: Love who?

Sam: Dude, your one of my best friends. I see it on your face. You and Rachel have chemistry but can't do anything because of Kurt.

Blaine: It's complicated. I'm in a loving relationship with Kurt and gay. But, I love Rachel so much. Maybe more than Kurt.

Sam: I know you love Kurt, but you shouldn't let him pressure or guilt trip you into staying if you're not sure who or what you want.

Blaine: Rachel just feels like she's second choice especially since Finn always did it to her. She's more than a one night stand. Its killing me not to be able to publicly show her how much I love her.

Sam: Best thing is to let it work itself out. Someone always gets hurt, but you have to be honest with them and yourself, Anderson.

Blaine: Thanks Sam.

Blaine turned to walk away, and saw Rachel glance at him, sadness and tears visibly on her face. Blaine watched her leave. Blaine knew Sam was right. He began humming a tune in his head.

 Let Me Fall (A/N: By Joshua Gracin)

(Blaine)

I watched you wave good-bye
 As you rode down our drive
 Without one single tear in your eyes
 I tried to be strong
 Forced to smile said, "Girl go on"
 "I'll be fine don't you worry 'bout me"
 Inside I was holdin' on
 Prayin' that you might see I'm all you'll ever need

 How do I hurt?
 And how do I cry?
 And so many times you let me down
 Where do I turn?
 And where do I hide?
 With all this emptiness inside.
 There's no use in loving you at all
 So let me fall

*Blaine reminiscing memories of he and Rachel. All of the laughs, the kisses, making love to her. Eyes burned with tears as they fell*

 I tried to make it through the day
 Throwin' all those things away
 The ones that remind me of you
 Soon there'll be nothing left
 But the bed where you laid your head
 The one that I wake up in without you

*Blaine hated waking up without Rachel cradled in his arms. She fit perfectly in his arms. Its almost as if their love was Forbidden. There was no denying that he loved Rachel. There was nothing he could do about it. At least not yet. *

 How do I hurt?
 And how do I cry?
 And so many times you let me down
 Where do I turn?
 And where do I hide?
 With all this emptiness inside.
 There's no use in loving you at all
 So let me fall

 How do I hurt?
 And how do I cry?
 And so many times you let me down
 Where do I turn?
 And where do I hide?
 With all this emptiness inside.
 There's no use in loving you at all
 There's no use in loving you at all
 So let me fall

Blaine sighed. He glanced at a photo on his phone of he and Rachel. A tear fell as he ran his finger over her picture. " I love you Rachel, help me fall." He soon got in his car, heading home. Love is complicated, why does it have to hurt so much when we do fall in love...hard. He told himself...

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A/N: Poor Blaine and Rachel. Blam friendship included in this. Not sure if this will stay a one shot or further. Depends on response to it. Read & Review. Happy Holidays everyone.