Regionals are in Columbus, and so the second week of March, the glee club piles onto a bus with their luggage piled into the empty seats at the back, and they try to talk and listen to stupid songs to ease the jitters of having to perform in two days on the biggest stage they've gotten to yet.

Rachel is sitting alone, forehead pressed against the window as she watches scenery pass. Noah is sitting across from her, his back against the side of the bus and one leg propped up on the seat, and she can feel him looking at her sometimes. She doesn't acknowledge him, because she needs this time to just relax, not say anything (he'll later remind her just how weird that is). He's listening to music, and she's sipping from a bottle of water, and she literally does not say a word the entire drive.

They all split and go their separate ways for dinner, and she ends up ordering a salad in her hotel room, relishing in the fact that she's got some complete peace and quiet, since Tina went out for dinner with some of the other members. She sits at the little table next to the balcony and looks out over Columbus as she eats.

She is so nervous, which is weird for her, because she doesn't do nervous. She doesn't know why it's happening right now, the knot in her stomach that won't go away. Maybe because she just wants this so bad.

She needs to run this feeling away. She needs control over something, and working out always gives her that, so she slips into her yoga pants and tank top, pulls her hair into a pony tail, grabs her iPod and heads for the hotel's gym, which she noticed on the way in is well equipped.

There's only one other person in the room, a woman of about 25, on a stationery bike, and they exchange smiles as Rachel heads for the treadmill. She starts jogging, listening to Kings of Leon, because it's about as far away as she can get from the songs they have to sing on Saturday. And also because she happens to find Caleb Followill's voice insanely attractive. And maybe a little bit because this is Noah's current favourite band, and she thinks she might like it a little more for that reason alone.

But they're just friends. That's it. And she doesn't think they should be anything more. She's not sure she even wants that. She's sure he doesn't.

But she still smiles all wide when he walks into the gym wearing a white tee shirt and a pair of grey sweat pants. He comes over, gives her a nod, and takes the treadmill next to hers. She doesn't miss the way he checks out the other woman in the room. Or the way that woman checks him out.

When he peeks at the screen of her iPod, he chuckles and holds up his own to show her that he's listening to the same band.

He thinks she looks really hot, skin covered in sweat and bangs sticking to her forehead. She's got great form (would Rachel Berry ever half-ass anything?) and, okay, he checks out her ass, because dude, those pants are tight, and her ass is amazing. Whatever.

He runs a little faster than her, and he notices, when he's not watching ESPN playing on the television mounted to the wall, that Rachel's sneaking glances at the woman in the room, who's now stretching. (She's really, really flexible, but Puck doesn't say anything, and he won't, because he knows Rachel wouldn't appreciate it. And besides, he's seen what Rachel can do with her leg. Not an easy image to forget). The woman smiles at both of them before she leaves, and Puck nods while Rachel smiles back politely.

Once they're alone in the room, he reaches over and tugs her earbud from her ear to get her attention (he knows she hates it, so he kind of does it just to piss her off, too).

"What was that all about?" he asks.


"You into chicks now? You were staring at her," he points out.

"I find your insinuation that lesbianism is something that you can turn on like a switch highly offensive," she says. He's surprised she can still talk so much even when she's been running for however long.

"Yeah. Whatever. Two gay dads. Got it," he says, and he watches her roll her eyes.

She puts her earbud back in and he supposes he can't really blame her. She takes a sip of her water, but keeps right on running, and he's impressed. He never doubted that she obviously had some sort of fitness routine, since her body looks the way it does, but he's getting a little winded, and she's still going strong. And no, there's no way in hell he's going to let her run longer than him.

He realizes that she didn't answer his question.

When she finally stops running, he knows she sees him checking her out in the mirror as she stretches. She goes into the splits, then leans forward and rests her palms on the floor. He thinks she knows (and doesn't care) that he's looking. She dabs at her skin with a towel, then passes one to him as he starts his cool down.

She reaches for some free weights and he smirks to himself as she knocks out a few reps. He thinks he could do this with her a couple times a week, just be around her when they're both working out.

They leave at the same time, and he holds the door open for her, his towel draped around his neck. He notices her run her hand over the back of her shoulder. It's the second time she's done it, and he wonders what that's about. Given the way she brushed off his earlier question, he's not going to ask this one.

"What do you think of tattoos?" she asks out of nowhere when they're stepping back onto their floor.

Now the pieces are coming together. The girl in the gym had a Chinese symbol (which he thinks is lame, but that's just his opinion) between her shoulder blades. He's never thought of Rachel as someone to want a tattoo, but he thinks it'd be really hot.

"Depends on what it is. And where. And whether or not the person is like, gross," he says. She laughs a little bit.

"I think a tasteful tattoo can be kind," she states. "Don't you?"

"Definitely," he says lowly. She runs her fingertips over her shoulder again, and he smiles when she looks at him. He's pretty sure he's just given her the answer that she wanted. "What're you doing right now?"

"Noah, it was just a question. You're not dragging me out to get a tattoo," she says with a laugh.

"Your dads actually like me. I'm not about to fuck that up by getting you tattooed." She laughs again and he opens the door to his room. "I'm gonna shower. I'm coming over in 20."

She looks at him in confusion, wondering just what he has up his sleeve, but when he raises his brow, she smiles and nods her head.

20 minutes is not long enough for her to shower and put clothes on, so she'll have to rush. Tina still isn't back yet, and when Rachel checks her phone, she has a text, saying that the group (Tina, Artie, Finn and Quinn; it's like a double date, and Rachel hates that she's jealous) won't be back until just before their 11:30 curfew, because they've decided to go to a movie. Rachel finds herself excited by the prospect of being alone in her hotel room with Noah for the evening.

But that's silly.

Only there was something about watching him run, hearing him breathing next to her, noticing the sweat sticking to his skin, that made him more human to her somehow. It's easy to look at a guy like Puck and just think he's beautiful, not paying any mind to how he stays that way. But of course he works out. She's seen the weight rack in the garage at his house, the punching bag and the fact that he's built like some kind of god. (She'll admit it.) He also plays three sports, and she thinks that he's definitely got the best body of any guy she knows.

But why is she thinking of his body?

She steps out of the shower, pulls on a pair of pajama pants and a top, and she's braiding her hair when there's a knock at the door. She walks over and pulls it open, and Puck smiles as he walks in. He's got a bag of the real fruit gummies that she loves, and he tosses them onto the bed before flopping onto his back.

"You look hot. You always sleep in stuff like that?" he asks, looking her up and down. Her pants are deep burgundy and satin, and her top is dark grey and kind of flowy. Definitely not what he expected. (And she's totally not wearing a bra.)

"Yes, actually," she says. She doesn't feel weird about it until she says it, but why is she telling him what she sleeps in? Why does he care?

He reaches out and runs his hand over her leg as she passes him, and she looks at him like he's crazy. "Smooth."

She laughs softly and shakes her head, sitting down on the other bed (Tina's bed) and crossing her legs. "So what are we doing? Sometimes TCM plays really good movies on Thursday nights." He pulls a fine tipped Sharpie from his pocket and holds it up. "What's that for?"

"We're giving you a tatt."

"I beg your pardon?" she asks skeptically.

"Tattoo. Relax, Rach. It's a fucking marker. Stop looking at me like that," he says when she pulls a face. "C'mon. It'll be awesome."

"We have to perform in two days."

"So we won't put it anywhere visible." Her face falls again and he laughs. "Okay, I wasn't even being pervy. Hanging out with me has definitely corrupted you. Awesome."

"Noah, I don't know if this is appropriate," she says, shaking her head and eyeing him warily when he sits up and swings his legs over the bed so he's facing her. "And how do I know you won't give me something hideous?"

He narrows his eyes and tilts his head at her. "Come on. Don't you trust me by now?" he asks. She rolls her eyes, because she told him once that she does trust him, and he's been bringing it up in his defense ever since. "Your shoulder, right?"

He loves the smile that spreads across her face, even if she still looks like she's not sold on the idea. She looks over her shoulder to see the clear, smooth skin there, then she looks back at him, and the grin he has on is looking far too accomplished, considering he hasn't really done anything yet.

"Small, Noah. Like...the size of a thumbnail," she says seriously. It's his turn to roll his eyes. "I mean it. I want it to be delicate and feminine. And...sweet."

"And sexy," he adds, because what's the point of all this if it doesn't turn some heads?

"Yes. A little. I don't want like, a barbed wire rose, or whatever it is that slutty girls get," she says, which of course makes him laugh. Sometimes he seriously questions which fucking decade she's living in.

"Alright. What do you want, then?" he asks.

She raises her brow. "What can you draw?"

"Just get over here and lay down, would you?" She lets out a deep sigh and gets up, goes over and lays down on her stomach beside him, her left shoulder closest to him. She tries not to react when his warm hand moves over the bare skin as he touches the place where he's going to be drawing. "I have an idea."

"Am I going to like this?"

"Would I do something that you hate?" he counters. Okay, so maybe he would, but he's not going to. "You'll like it. Promise."

She knows he doesn't make promises to anyone but his mother, his sister, and Finn, every once in a while. She knows he has to mean it. So she lays there while he makes sure the strap of her top and her hair are out of the way, then he leans over her and pops the top off the marker.

She likes the way his body is angled over hers, and the way his free hand is resting in the middle of her back. It's a little weird, the feeling of someone drawing on her skin, but it feels almost intimate and sweet, how he's moving the marker slowly. He smells really good, like soap and fabric softener and deodorant. Every once in a while, he'll forget to wear cologne, and she can't decide if she likes him better with or without it. Not that it matters. They're just friends.

He thinks is pretty awesome of her to let him do this. No, he's not doing anything stupid that'll get him hit and/or make her cry or talk at him about responsibility and trust and friendship and whatever the hell else he's sure she'd say. But he can feel her breathing, since his hand is on her back (her skin is so warm, and it's a stupid thing to think, because of course it's warm, but whatever). The room is totally quiet, which, let's face it, is weird, because well, she's there. He likes her best like this, mellow and relaxed. She actually makes jokes and sometimes laughs at his, and she smiles differently, which makes him feel kind of awesome.

And she's going to fucking love this 'tattoo'. There's a part of him that wishes she'd have it permanently. He did a pretty damn good job, if he may say so himself.

"Okay," he says. She turns her head to look at him as he runs his hand over her back a couple times. (He doesn't want to move it quite yet. So what?) "Done."


"It's a Sharpie, Rach. It's not an actual tattoo," he reminds her. She balls her fist and punches his thigh. "Take a look."

She sits up (and he swears that if she moved a certain way, he'd totally see some nipple, and yeah, he looks) and glances over her shoulder. She thinks her heart swells.

"Noah," she breathes out. He just smiles as she hops off the bed and skips over to the mirror. There are two little, delicate music notes on the back of her shoulder, and she doesn't think she could have picked something more perfect if she'd decided herself. "It's...I love it."

"Yeah?" he asks with a smile.

She turns back to him, and he wonders how it's even possible for someone to smile so wide. She walks back over and stands in front of him, and when she rests her hands on his cheeks and kisses his forehead, he is not staring at her chest. (He so is. It's right there in front of him. What do you expect?)

But then he realizes that, since they broke up forever ago, she hasn't kissed him at all. Anywhere. Ever. This is kind of nice. His hands make their way to her hips and he looks up at her as she looks down at him. She doesn't think she's ever seen his eyes look so dark, and if she has, she can't remember it. She can feel his thumbs moving over the skin between her top and her pants, and she moves her hands down to rest on his shoulders

She's thinking back on the last few months, all the tension that's been building up, because she finds him attractive, and she knows he finds her attractive. She doesn't think it's anything more than that, but she can't really be sure.

She just knows that if he kisses her right now, she won't stop him.

"Rachel, I'm not going to kiss you," he says quietly.

She almost pouts. He almost smiles.


"Because you're my friend, and if I kiss you that'll mess everything up," he says.

There's a part of her that knows this is a rejection. The rest of her thinks it's sweet that he's being considerate. And besides, it's not like she told him she wants him to kiss her. She doesn't know why she does. Other than the obvious (which is that he's hot and they're alone and she hasn't been kissed in far, far too long).

He should be taking his hands off her, but he doesn't really want to. And he shouldn't be looking at her like this, but he can't help it. She's beautiful, and he might be realizing it for the first time. Sure, he's found her hot, sexy, cute, a time or two. Right now, she's so beautiful it's making his head spin. She's only wearing mascara, and her hair is just braided, but she looks so natural that it makes him realize that she's just a beautiful girl.

And he wants to kiss her. God, does he want to. He just thinks she deserves better than him. She's the girl with all the big dreams (ones that he knows will come true, not that he's ever told her that much). He's just a boy who doesn't know what he wants out of life or if he can even go about getting anything more than an average life in their average town.

He likes her too much to drag her down. (This self awareness stuff is bullshit. Things were so much better when he just thought he was the shit and didn't care to look any deeper than that. He supposes he has her to thank for that too.)

"Well...fine," she says. She moves away from him, because she doesn't know what else to say, but she doesn't think her words are enough (a first).

She reaches for the remote and switches on the television, and that crazy J. Lo movie Enough is on, and they agree on watching it because, as Rachel puts it, it's an empowering movie about how women can stick up for themselves. Puck just thinks that a hot girl kicking ass is...well, kick ass. They lean back against the pillows on her bed and talk about the scenes as they happen. Noah makes her laugh, and Rachel thinks that it should be awkward, sitting here alone with him after what almost happened earlier, but it's not. It's comfortable, like it always is with him, and she likes it that way. She doesn't know what it'd be like if they had kissed. She's glad they didn't.

They fall asleep there. They aren't touching. His arm isn't around her and she's not folded into his side. They're merely sleeping on the same bed, her on her side next to him, hands tucked under her cheek, and him on his back with one hand behind his head and the other on his stomach.

Rachel only wakes up when she hears Tina's alarmed voice. "Is that a tattoo!?"


Honestly, there are days when he's surprised he doesn't just grab her and press her up against a wall. It's like the older she gets, the shorter her skirts get. And it's spring time, so she's not wearing sweaters any more. The amount of skin that girl shows is fucking criminal. He doesn't know how she doesn't get sent home for some of her outfits. They're every guy's school girl fantasy. Short skirts, shiny little shoes, and tight tee shirts or tank tops.

(Every once in a while, when she's wearing a tank top and her shoulder is exposed, he'll discretely run his hand over the skin there when no one else is paying attention. She blushes every time.)

It's like since that night in her hotel room when they almost kissed, they've had a lot of almosts. She almost slaps him when, after they won Regionals, she gets even crazier (scary thought) about their song choices and performances, and he promptly tells her (in front of everyone, because he's a moron) that she needs to 'chill and/or get laid'. No one laughs. He thinks it was hilarious. The look on her face is terrifying. (But she gets this little dimple between her brows when she's pissed, which he thinks is pretty cute.)

She smiles when he apologizes (she can tell when he's being sincere, which sucks most of the time, because he can't lie to her, even when he tries) and he wraps her into a hug and tells her to fucking relax just a little bit.

She doesn't.

She's stressed, to say the least. They have the biggest performance of their lives coming up in only seven weeks, and sometimes she feels like she's the only one taking it seriously. Not to mention, she's maintaining an 87% average, participating in advanced level dance classes, and seeing her voice coach twice a week.

Sometimes she doesn't know how she does it.

Sometimes she feels like she can't do it, not anymore.

She's out for a run one Saturday morning. It's 6:30, and there's still a chill in the morning air, and she's wearing just a pair of tight shorts, her running shoes and a tank top. She's listening to Michael Bublé (who, she won't lie, is one of her biggest crushes) and she just breaks down. Tears start streaming down her face, and she has to stop running and rest her hands on her knees as she sobs and tries to catch her breath. She doesn't know what's come over her. It's like every pressure, every stress, ever single worry she has, is all getting to her at once, and she just can't handle it.

She knows people who are driving by are staring at her, and she doesn't care. Who else in her stupid town is even up at 6:30? She knows she's a freak for not sleeping in, but she has her reasons. Her routine is set, and she knows her body won't respond well to the change.

She needs something, anything, to stop this feeling. She needs to do something that'll take her mind off everything completely. She needs...

God, she misses being in love with Finn sometimes. She'd just think about him and she'd be so consumed by it that she'd forget about everything else. Now she's got nothing. Not even a crush.

But that's not really true, now, is it?

What she feels for Noah isn't a crush.

It's more than that, but it isn't quite love, either. It's something in the middle that she's afraid to think about too much, because she doesn't know what it means, and she's not sure she even wants to know. They flirt and make fun of one another, and the tension is there, but they never act on it. He'll drape his arm around her shoulder when they're watching sports or movies or whatever. He's not seeing any girls, and hasn't since Christmas. He sticks up for her sometimes when she needs it, and he generally treats her like a best friend. In fact, he is her best friend. She doesn't know if she's his, but that doesn't matter so much to her.

Then add, of course, the fact that sometimes when he touches her, she feels a sensation deep in her stomach that she's almost certain is not a natural reaction to have to one's best friend. It's unfamiliar and uncomfortable, and it usually doesn't go away until he does.

So as she stands, hands on her knees, crying on the sidewalk and listening to Feelin' Good (oh, the irony) she thinks that there's only one person who can make her feel better.

Her fathers look at her strangely when she walks back into the house, and she wishes she knew how she looks, because she's sure that it isn't good. They ask her what's wrong, and she says nothing is. ("Just pushed myself a little too hard, daddy," she says, smiling sweetly as she kisses his cheek and grabs a banana.)

She showers and tries to relax for the rest of the day, but she ends up doing her homework out of habit, and she's completed everything by noon. As she's eating her lunch in the kitchen, reading the latest issue of Dance Magazine, her dad comes in and tells her that he and daddy are going on a last minute trip to Toledo, and is she okay staying home by herself overnight?

Of course she is. She actually loves it, an empty house and feeling like an adult. They pack quickly and she kisses them goodbye at the door, and they leave her a list of all the numbers they can be reached at, and they say they'll call when they arrive at their friend's house.

She calls Noah as soon as she's put on jeans and a tee shirt instead of her sweats.

She's got a plan. (Of course she does. She has a plan for everything.) She spends the next hour (Noah said it'd take that long for him to get there after his baseball practice) tidying her room and setting things up. Things like candles, pulling her blinds and drapes shut, turning on music, making her bed...

Oh, she's got a plan.

The way she sees it, Noah may just be right. Maybe she does need some kind help calm her down or at least make her feel something other than stress. She's never done this before - any of it - but she thinks that he's the best person to do it with. He's experienced, and she trusts him, and she knows he'll treat her right.

Only once does she stop to think about how absolutely crazy it is for her to do all this. And that time comes when she reaches for the condoms from her bathroom drawer. Her dads replace them every six months, 'just in case', they say. They want her to be prepared.

Now she's prepared.

(She hasn't considered that Noah will not want to do this with her, because she's got every intention of making it impossible for him to say no.)

She quickly compiles a playlist of some songs she knows are sexy (she's not completely uneducated in this area, she'll have you know). She's got Sade, Maxwell, D'Angelo, and yes, Robin Thicke, among others.

She admires her handiwork. Not bad for an hour's notice.

Puck walks into the house without knocking, because seriously? Her dads love him (weird, right?) and they always welcome him with open arms. (No really, they're huggers.) But this time, there's no amazing smells coming from the kitchen, or laughter from the den or sounds from the television in the living room. It's really quiet, and it's kinda freaky. The Berry household being quiet is like...well, Rachel being quiet. It just feels wrong.

But he walks up the stairs and into Rachel's room. Well, sort of into Rachel's room. He stops in the doorway, because he wonders if she was expecting someone else. It smells really good, like lemon and pine needles and something else, and all these candles make everything look really...pretty. (Shut up.)

And Rachel's standing there, her hands tucked into the back pockets of her jeans, smiling at him like she knows something he doesn't. Which he's pretty sure is the case.

"What's this?" he asks. He hears a kick ass Erykah Badu song (yeah, he knows who she is) coming from her speakers, and he starts putting the pieces together. "Rachel..."

"Noah, I have a proposition for you," she says confidently. He shakes his head, but she walks towards him, and he can't help but notice just how deep the V on her V-neck tee shirt is. He sees bra.

(This is going to get him into so. much. trouble.)

"I can see where this is going, Rach, and..."

"Let me explain," she says. He lets out a sigh and looks at her again before nodding. "I can't take it any more. The stress, the worrying. I had a breakdown this morning when I was running. You know how composed I am," she says, and he looks at her skeptically. "You know how composed I try to be. I don't let things get to me. I feel like things are spinning out of control, and I can't do anything about it."

"That's no reason this," he says. He's not an idiot. He's fully aware of what exactly this proposition is.

She bites her bottom lip just a little bit and takes another step towards her. "I just want to forget everything, you know? For a little while. And just feel good." He cannot help the way his hands move to her waist, then slide down to rest on her hips. Her hands are on his upper arms, and he's shaking his head, despite the fact that he obviously can't keep his hands off her. "Do you understand?"

"Yeah, Rach, I get it, but...I can't...I can't."

"How come?" she asks, looking up at him through her eyelashes. "Don't you want to feel good too?"

(Fuck. Why is she doing this to him?)

"This isn't how you want this to go," he says, because if he answers her question honestly, he knows she'll kiss him. And if she does, he won't be able to stop her. "You can't take it back."

She runs her hand over his shoulder, then lets it rest on his chest. Dammit, he never should have told her all that shit about seduction or whatever. It was ages ago, but it's clear she's remembered it.

He's looking down at her face, so damn beautiful, and he can feel her body heat, and whatever it is she's got on her lips looks absolutely edible. And he can't help but wonder if her panties match the grey lace bra he caught a glimpse of minutes ago.

"Why me?" he asks, gripping her hips tighter.

"Because. Why not you?" she asks. He almost smiles at her. "You know I trust you. I know you'll be...good at it."

(Good answer, Rachel.)

He kisses her. He has to. It catches her off guard, but she recovers quickly and he pulls her against him, wrapping his arms around her waist to keep her in place. He can't say no to her, not when she's thought this through and lit candles and put on music and obviously isn't just acting on some strange whim. She wants this, and she wants him, and who the hell is he to deny her anything?

Her hands go to the bottom of his tee shirt, and he pushes her away just a little bit. He's got some ground rules, ones that'll be fucking torture to stick to, but he's going to do it.

And it's really hard not to be kissing her when he knows that he can. He can do anything he wants to her.

There's a moment when he wonders why they're not dating.

"I'm not going to have sex with you," he says. The look of disappointment in her eyes is enough to make him hard. "I can't do that. I can't."

"You could," she says enticingly. She honestly doesn't know where this confidence is coming from. Maybe from the fact that she's home alone, with him in her room, and the front of him is brushing up against the front of her. She's very aware of how he's feeling right now. It's scary and exciting, and she wants him.

"I'm not." His tone is serious, and she just looks at him. "Rachel, I won't let you do this with me just because you...Look, you can't just give it away like this."

"I'm 17. I'm the only virgin I know."

(Oh, dear god. This girl came to play, and if this were actually a sport, he should be crowned champion of the world for resisting the temptation to just fuck her because she wants it.)

"And it'll stay that way," he says, as gruffly as he can, trying to sound imposing when really, he can feel every breath she takes and it's making him crazy with lust.

" what does that mean?" she asks quietly. "What are you...?"

He smirks and kisses her again, and he doesn't say anything more until he's pulled her shirt off and has her laying on her back on her bed. He stands over her, and he's absolutely shocked when she doesn't cover herself up at all. She's laying there in just a pair of dark jeans and a light grey bra, her chest heaving from kissing. It's like she's just waiting for him to do whatever he wants to do. (Oh. My. God.)

He pushes her legs apart so he can lay between them, and she mewls into his kiss when she feels him pressing against her. He feels deliciously heavy on top of her, his hand running down her side, over her hip and down her thigh to bend her leg at the knee. His hips rock against hers just a little bit more, and he lets out a sound from the back of his throat.

He pulls back abruptly with a boyish smile on his face, and her eyes are full of questions. (She does not want him to stop kissing her.) "Does this mean I can touch your boobs?" She laughs a little and nods her head. His grin grows, and his hand moves up her body. "Finally," he whispers.

She gasps when the tip of his index finger traces the skin just above her bra. It's like he's the master at turning her on, though she's never done any of this before. Kissing, yes, but she's never let anyone take her bra off her before. Any touching in that area was always done strictly over the shirt. Noah gently pushes the strap of her bra down her arm, leaving kisses on the newly exposed skin and trailing his way down to the valley of her breasts. She can't help the way her hands feather through his 'hawk. He didn't even have to tell her to (he loves it when chicks do it, but most of them hate his hair cut, which is pretty annoying.)

His tongue is cruel and teasing, and she thinks she hates him for not just undressing her already. "Noah, please."

Something about those two words from her mouth make him absolutely crazy, and he can't help the way he arches into her, which makes her let out the sexiest breath he's ever heard form anyone.

"And here I thought you were a good girl," he says teasingly.

"It's hard to be good," she breathes out. He pulls away, brushes the hair from her face and looks at her like she's crazy. That's a really sexy thing to say, but the way she said it was like, a performance or something. "Funny Girl."

He shakes his head and laughs at her. "Only you would quote a Streisand movie to me. While we're...doing...this," he says between kisses to her neck.

Things progress quickly from there, because she's so impressed that he knows that Funny Girl is a Streisand movie. For all his self-proclaimed badassness, she thinks that's the sexiest thing he's ever done.

He takes off his shirt, smiling at the way she stares at his bare torso, and she moves up the bed to lay back against the pillows. He kisses her so hard and so good as he removes her bra, that she doesn't even really register that he's done it until she realizes her skin is cold. But then he's laying over her again and she doesn't have to worry about it. And if she'd known laying with him like this was so amazing, his palm warm on her chest and his lips on whatever parts of her he can kiss, she would have done it ages ago. She feels like someone has set her alight, and every time he does something new, she feels that feeling in her stomach building a little more.

He reaches for the button of her jeans, and she sucks in a breath, so he stops, rests his hand on her pelvic bone over the denim, and forces her to look at him. "Tell me to stop any time, baby," he says seriously. She just nods. "I mean it, Rachel. You don't have to do this."

She can feel him, hard against her thigh, and she thinks that she wants everything from him before she remembers that he won't give it all to her. She won't mention it again.

"Okay," she says after a moment, shifting her hips impatiently. "Noah, please, just do something."

(Begging? Good call, Berry. She's so good at this that he almost can't believe she's never done it before, never gone this far with anyone. It makes him feel like the fucking man that she's chosen him.)

He pops open the button of her jeans as he moves so he's laying half on his side next to her, his hand resting on his elbow. He smiles at her as he slides her zipper down slowly. It's shocking, how much she misses the weight of him on her. He runs his hand over her stomach, just below her navel, and when he looks down, he sees that yes, her panties do match her bra. There's a moment when he wonders just how long she's been thinking about this. But it doesn't really matter, so he pushes the thought aside.

He's not kissing her, and he's only touching her with one hand. She hates it (well, no, but she just really wants more) and when she squirms, trying to get closer to him or something, he presses his palm into her stomach a little as if to tell her to stay still.

"Noah," she whines. (He doesn't think he'll ever hear his name the same way from her again.) "Why are you being mean?"

"Mean? Baby, this is good," he insists. He dips just one finger, and just to the first knuckle, beneath the waistband of her panties, running it from hip to hip, and she closes her eyes. "You're beautiful, you know that?"

She doesn't think this is the time for him to get sweet. Not that she hates the compliment, but he's frustrating her more, and that was clearly not the point behind this whole seduction scheme.


"Gorgeous," he says, leaning over to kiss the hinge of her jaw. He's pressing against her hip, and that part's a little frightening to her now, actually. She wants him, yes, but she thinks he might just know better than she does that she's not ready. Not for that. "Have I ever told you that?"

She shakes her head, and he presses his lips to her neck. "No."

"You are, Rachel. So beautiful." He almost whispers it, and it makes her feel so amazing, so wanted, that she doesn't know what to do about it.

"Thank you," she murmurs, turning her head so she's looking into his eyes. She leans up to kiss him, and she thinks she could take charge if she wanted to. But there's something wonderful about him just showing her how this all goes.

"Welcome," he whispers.

An "Oh!" escapes her lips when he slips his hand into her underwear, and a groan leaves his when he realizes how smooth she is. (Really?)

"Goddamit, Rach," he says, burying his face against her neck. "Since when do you...Christ."

"I'm a dancer," is all she says, and she giggles (though it's hard to think of anything but his fingertips so close to where she needs them) when she feels the breath he lets out against her skin. She never thought the fact that she waxes would be such a turn on for him. "It's necessary."

"So fucking sexy." He kisses her hard, swallowing her gasp when he runs his index finger over her most sensitive spot. "You have no idea."

She's so wet, so warm, and he's uncomfortable in his jeans, but this isn't about him. He's always been a pleaser, taking care of his partner before himself, but it sucks just a little bit to know that he'll probably have to take care of himself, himself. She bites down on his lip a little harder than she normally would, then tears her mouth away from his.

"God, Noah." She reaches out for him, for something to grab, and she ends up just resting the back of her hand against his bare stomach, and all he can think of is how close she is to his waist, how a couple inches downward would make him feel so much better, relieve some of the pressure. But then she's looking away from him, her face hidden, and he stops moving his hand.

"Rachel, look at me," he insists. She doesn't. "Rachel." Her cheeks are flushed and her eyes are glassy, and he's pretty sure she's never looked better. "Do you want me to stop?"

"No!" she answers quickly. She shifts her hips for emphasis. "No, don't stop."

Well, he stops anyway, and she whines about it, but he's got plans. (He really, really wants to taste her, but he honestly doesn't know what she'd do if he licked his fingers right now. He's still trying to get a grasp on this situation and exactly what she'll let him get away with, and he doesn't want to do anything to fuck up his chances.)

She watches him, their eyes locked, as he moves down her body and he links his thumbs through her belt loops to pull down her jeans. He does it slowly, almost like he's waiting for some kind of permission (as if she hasn't been begging him). She watches his eyes, how they move from her eyes, to her lips, then down past her chest, her hips and down her legs. He drops her jeans on the floor and smiles with some kind of fondness as he runs his hands up her calves and over her thighs. He's kneeling between her legs, and she thinks it almost looks like he belongs there or something, but that could just be the lust talking.

It surprises her that she really doesn't feel embarrassed or shy laying before him like this, practically naked. It's just very hard to feel nervous when he's looking at her with such appreciation, like maybe he's wanted this for a while, like he intends to make her feel as good as she wants to and he won't stop until he accomplishes it.

He runs his hands over her hips, then hooks his fingers beneath the sides of her panties. "I'm gonna take these off," he says. She notices, as she nods her head, that his voice is lower and softer than usual. It sends a sensation through her body. She lifts herself up and he rolls her underwear off her hips, and she sees his adams apple move when he swallows as he looks at her.

(He's totally kicking himself for not doing this sooner. She's so amazing, so perfect, which isn't a word he uses lightly, and he doesn't know how he hasn't had her this way before. He's more than happy to be getting the chance now.)

"Don't you want to..." Her voice trails as her eyes roam down his body. "Your jeans." He smirks in a way that sends heat to her belly, and shakes his head. "No?"

He's surprised at his own composure. Naked girl. In front of him. And he's calm and half dressed. That might be a first.

"You're the one who needs it, baby," he says, laughing immediately when her jaw drops. She lifts her leg and kicks his side, and he smiles at her. "I'm gonna ask you something."

She seriously hates him right now. If she wanted a conversation, she wouldn't have let him undress her. "What?"

"Have you ever touched yourself?" His hands roam over her legs, just above her knees as he speaks. He almost laughs when her face turns red.

"I'm not answering that!"

"Rachel, you're fucking naked right now. Don't get shy. Answer the question," he goads. He looks her up and down again for good measure. (Seriously? This girl's body is like, perfection.)

She bites her lip, realizing that he has a point. And she doesn't really know what difference it makes, but she figures she'll answer him anyway. She's pretty sure their days of having secrets are over. (A fact that she thinks she might like just a little too much.)

"No," she replies, eyes locked with his.

His eyebrows raise in surprise "Never?" She shakes her head, and he gets a cheshire cat-like grin on his face. "I'm gonna be the first person ever to make you come." He says it proudly (she's glad she's laying down, because her knees are weak), like he's always going to remember and she's always going to remember. That seems pretty monumental right now. "You okay?"

"Oh my god, Noah!" she cries in frustration, leaning up on her elbows. "Just touch me! Please."

He laughs, then leans over her again, kissing her soundly, letting his tongue move against hers for a few moments before he pulls away and leaves a trail of kisses down her body, letting his hands and lips pay attention to his favourite parts of her. (He's surprised by how many he has.)

He notices how her muscles tense a little when he settles himself between her thighs and spreads her legs. He doesn't know why she's nervous now; every inch of her is absolutely beautiful. But then he remembers that this is her first time for everything, and so he caresses her hip softly just before his mouth makes contact with her most intimate part.

She lets out a little squeak involuntarily, because his mouth is so warm, and so...she doesn't have words. She, Rachel Berry, doesn't have words. She assumes that's kind of the point of all this, isn't it? Don't think, just feel. Well, what he's making her feel is so good that she closes her eyes tightly and grips her bedspread with one hand. The other moves to his head, and she doesn't know why, but it feels sexy and right, so she does it. He blows hot air against her and the noise that comes from her throat doesn't even sound like her.

She decides very quickly that all this? All this that she's been so reluctant to explore? Not over rated at all.

And she honestly can't picture this happening with anyone other than him.

Her back arches a little bit, trying to feel more, more of him and more of this feeling stirring within her, and then one of his hands moves off her hip. She anticipates what's going to happen, but it does nothing to prepare her for the sensation. She breathes out a string of words, one of which may be his name, and she doesn't know how much more of this her body can handle. She can feel herself building towards a release, and it's unnerving to have no prior knowledge of the feeling, so she has no clue when it's going to happen, only that it's going to. But there's something thrilling about that too, she thinks. She just wants to feel weightless, breathless, and she's almost one hundred per cent certain that's what she's going to get.

He can tell she's totally eating this up (ha) and he loves it. She's reacting to him in a way he knows isn't really intentional. She has no experience (until now, he thinks, smiling against her) but she's already so amazing at this. He likes a girl who isn't afraid to make noise (hello, have you met Rachel?) He likes that she's moving and touching him, and he really likes that she's saying his name.

And she tastes fucking fantastic. He feels like kind of a creep for thinking about it so much, but she tastes like maple syrup or something else sweet, and he seriously can't get enough. It's amazing.

She wonders how a person learns how to do this. And okay, she's thinking about it because it's slowing down the heat pooling in her stomach (albeit only slightly). She wonders if it comes naturally to him, or if it's just practice, which she'd rather not consider.

And then his tongue circles her and she whimpers, because this, right now, might be the best she's ever felt. She thinks this boy could write the manual for this particular task. She arches her back again when he slips another finger inside her and curls them both upward.

"Noah," she says, though it comes out much softer than she intends. "Oh...god. Noah..."

She feels the heat spreading outward, and she thinks she might call his name (she does, loudly, which he loves) as her toes curl and she clutches her bedspread and arches her back.

He doesn't stop until she does, until she's just laying there again, breathing heavily, eyes drooping closed, trying to regain her composure. He runs his hands gently over her hips a couple times, and he can see the beginnings of a lazy little smile on her lips.

He kisses her hip bone, then her navel, then the swell of her breast before laying next to her on his side again. He kisses the apple of her cheek and rests his hand on her stomach again.

"You okay?" he asks, brushing her hair back from her slightly sweaty brow.

"Uh huh," she mumbles. She turns her head, looks at him and kisses him. He's a little surprised, since she obviously knows where his mouth just was, but she doesn't seem to care. "That was..."

He laughs a little as she pulls away. "Not bad, right?" he asks, smiling down at her. She doesn't respond, and that's okay because he knows exactly how she feels anyway. "You need anything?"

"I'm okay," she says. She looks over at him again, and he swears her eyes are black. "Do you?"

He hates that he thinks it, but a blow job'd be nice. He's painfully hard, and the fact that she's still laying there, naked in front of him, all glowy and...naked...isn't helping him. (Did he mention that she's naked?)

"I'm good," he says. (Asking for a BJ would most likely get him kicked out of her house.) He reaches for the blanket at the end of her bed and covers her over with it, and she curls up on her side, still smiling. She lets out this little purring sound, and he wonders how one girl can be so many amazing things. "C'mere."

She tucks herself into his arms, and he kisses her forehead. Even just this makes her feel hot all over, and she loops her arm over his side to rest on his back. "You're really, really good at that," she says quietly.

You'd think he'd just gotten everything he ever wanted, with the way he's smiling. He knows she doesn't mean to, but when she moves closer to him, her hips brush against his, and he can't help but suck in a breath. He doesn't want to make her uncomfortable, but she can't keep moving like that.

"Rach." When he looks down at her, her face is red, flushed in embarrassment. She bites her lip and she isn't sure where her confidence comes from, seeing has she has no real idea what she's doing, but she slips her hand between them and touches him through his jeans. He grabs her wrist to still her. "Don't. You don't have to."

She leans forward and kisses him, letting her lips linger on his, and his hand falls away from hers. "I want to." She fumbles with the button before sliding his zipper down and taking him in her hand. "Just...just tell me if I'm doing it right."

"Oh, god," he groans as she strokes him. His eyes fall closed and he rests his forehead against hers. "No it''s good. You're good." When he opens his eyes, she's looking straight at him, and he's pretty sure it's not going to take much to finish. "Fuck."

She doesn't know what this means for them, if anything, but she knows that she's seeing him in a completely different light. A brighter one.

She wants him.


He sits back in his chair in glee club and tries not to think about her thighs against his cheeks, his hands on her ass or his name spilling from her lips. He tries not to think about her little hand wrapped around him. He tries not to think of how nice it was to just lay there with her afterward, just kissing lazily and laughing and listening to her hum along with the songs that came on.

It was the best day he's ever had, hands down. He cannot stop thinking about her.

It's fucking annoying.

It's been almost a week, and he's craving her, more of her, and he thinks she's completely oblivious. The way she's been acting around him, it's like nothing's changed. It's like they didn't spend an entire afternoon and most of an evening naked in her bed. He's never had that much fun not having sex with a girl.

He overhears Quinn make a comment about Rachel's demeanor, and make mention that she's 'glowing', and no one but Rachel knows what the scoff he lets out means. She glances at him, but that's all. Not even a smile.

He thinks they've fucked everything up. He's pretty sure their friendship is ruined, and he's probably lost her.

But then he opens his locker and notices a folded up piece of paper sitting atop his books. The paper has multicoloured hearts on it, and he knows it's hers. Her writing on the page tells him to come over at 8:00.

He smirks to himself, stuffs the note into his pocket, and smiles at her as he passes her in the hall.

The rest of the day is torture.

Well, there's only one period to get through, but it happens to be a class they have together. She sits in the front of the room, and he sits in the back, and he thinks she knows exactly what she's doing when she drops her pencil and has to reach down to get it. From where he's sitting, he actually leans forward and almost sees panty when she raises her left side as she bends down. She also gets up to go to the washroom, which she never does (she told him once, talked to him about leaving class and how a more responsible person, like herself, would use the facilities between classes.) So he watches her walk out of the room, of course, and when she comes back in, he knows she notices him staring, and she gives him this little smile that almost makes him groan.

She's noticed him looking at her this week. A lot. Actually, she wonders if he's trying to get other people to notice. She thinks she might like if that was the case, because maybe that would mean that he wants more from her. Not just more, physically, but the other stuff too. Like a relationship.

Which she knows is crazy. She knows who he is and what he does, and she thinks she might only be setting herself up for disappointment, but she can't help it, not after Saturday. And she, if she lets herself think about it, will still feel her cheeks flush and get that rush of...something at the thought of him touching her, treating her like he did.

How is she not supposed to want more?

It's been weird the last couple days, only because she has no idea how to act around him. He sat next to her at lunch one day, and his thigh pressed against hers, and she thought for sure someone would say something about the colour in her face. He winked at her in the hallway on Wednesday, and she actually forgot what class she was heading to for a moment. So if she's been keeping her distance and seeing just a little bit less of him, it's because she doesn't think she can control herself around him.

Friday, he's wearing her favourite shirt of his, and the jeans that sit low on his hips. A few of them are gathered around her locker in the morning, and he stretches his arms over his head. She catches a glimpse of his stomach, his defined hip bones, and she turns away only so she doesn't get caught in the middle of a very vivid daydream (or maybe it's a flashback).

Her fathers are going away for the evening, not due back until well after midnight, and so when she writes out the note for him on the heart paper he always teases her for, she's pretty sure he's not going to say no.

The way he's looking at her right now as she takes her seat in the front of the room again, she thinks she might need to see him before 8:00.

She fidgets through dinner with her dads, and if they notice, they don't say anything about it. This anticipation, this feeling in her body (and maybe her heart) is almost unbearable. She's never felt anything like it. It's strange, though, because as much as she hates it, she kind of loves it too.

She locks the door behind her dads as soon as they leave, and then she waits. It's quarter to 8:00, and she has no intentions of recreating the scene she made last Saturday. She doesn't know what's going to happen, and though he probably assumes it anyway, she doesn't really want him to think that she's only invited him over for a repeat.

She's just barely moved away from the door when there's a knock. She laughs, because she knows who it is, and she doesn't think he's ever been early to anything in his life.

"What, were you waiting in the bushes?" she asks with a laugh as she pulls the door open.

"Practically," he says, walking inside and kicking the door closed behind him. He has to kick it because his hands reach out for her and pull her against him. "Longest wait ever."

"That's slightly dramatic, Noah," she tells him. "You saw me a few hours ago."

He grins wolfishly and leans in to kiss her. "I didn't see enough of you."

(She wonders if it's possible to become addicted to a person.)

She lets him kiss her right there in the foyer of her home, because this is what she's wanted all week, what she's been waiting for. She loves the idea of him wanting her as badly as she wants him. She doesn't think he wants her in as many ways as she wants him, but at this moment, she'll take what she can get.

Honestly, this is the best thing that's happened to him in a week, kissing her like this, holding her like this. He woke up in a sweat one night after dreaming of something that he probably shouldn't have. She'd turn red if he ever told her what she was doing to him in that dream.

And the real thing, the real girl, is so much better.

"Should we talk?" she asks, though it's hard to focus on anything but his lips on her neck.


"Noah," she laughs. His head drops to her shoulder and he lets out a breath before he pulls away.

"Now who's mean?" he mumbles. She laughs softly and kisses him again, and he moans, because he wants this, her, and she talks so damn much that who fucking knows when he'll get her? "What'd you wanna talk about?"

She pulls herself out of his arms, as hard as it is to do, and walks over to the sofa. He follows, sitting down next to her and draping his arm over the back of the couch. "Us, I guess," she says.

There's an eerie uncertainty to her words, and it freaks him out. "Okay." He runs his hand over her shoulder, hoping it'll, you know, relax her or whatever. "What's up?"

She tilts her head and almost smiles at him. What a ridiculous question. "Noah, don't play dumb with me. I know you're not oblivious to the situation. This, us,'s changing, and I don't want to just walk blindly into some kind of relationship, whether that's physical or otherwise, without knowing exactly where I stand with you. And you should want to know where you stand with me. Shouldn't you?"

"Uh. Sure." (Paying attention to her words would be a lot easier if she didn't have one leg tucked beneath the other. Her skirt is covering her, falling between her legs, but, well, that's where he wants to be.)

"Focus," she scolds. When he looks back at her face, she's smiling.

"Sorry," he laughs. "This skirt is...fuck, Rach."

She smiles and rolls her eyes. "Anyway, I just...I don't know what this is for you. I want to know how you're feeling after...what happened," she says, her voice getting softer and softer the more she speaks.

"Honestly? I'm feeling like it's been a long time coming," he says. "Sorry about the pun or whatever."

She actually smiles, happy that he understands what a pun even is. "The sex, or...?"

"We didn't have sex, Rach," he reminds her. He almost laughs when she looks down, but when she starts toying with the hem of her skirt, he has to rest his hand on hers to stop her. (It's way too much to ask of him to focus when she's doing that.) "But we could if you wanted to."

She looks up at him in complete confusion. Sure, there's a boyish smirk on his lips, but she thinks he means more than just what he's saying. "What happened to the guy who refused?" she asks, and if she sounds bitter, it's because there's still a very, very irrational part of her that stings from the rejection. (Yes, she knows exactly how crazy that is, considering.)

"He's sitting here having a fucking conversation about feelings." She laughs a little, and he moves closer to her. "What happened to the girl who was all confident and sure of what she wanted?"

She bites her lip and shrugs her shoulder. "Same thing."

"Look, Rach, you know I'm kind of a jackass, and that I have no problem just fucking girls and never talking to them again," he says candidly. (Shit. That did not come out right.) "I mean, I used to do that. And...yeah, not any more."

"So what are you saying?" she asks, and there's almost a scowl on her face.

"Remember before, I didn't even want to kiss you, 'cause it'd mess up our friendship," he tells her. "You really think I' what we did Saturday if I didn't feel...something?"

She's trying not to smile, and he can tell, so he rests his hand on her thigh, which coaxes it from her. "What do you feel?"

"What do you feel?" he counters, because he's doing all the talking here, and it's weird.

"I feel like you're my best friend, Noah," she says, her eyes locked with his. He's honestly worried she's going to tell him they can't do this. "And then I think that...what better person to date than your best friend?"

His thumb stops making circles on her thigh, because shit, she wants to date him? Not that he's against the idea, at all, actually, but he's surprised she wants that. Honestly, the way she's been acting around him (like nothing happened at all) kind of led him to believe that she didn't want anything more to do with him. When he'd gotten the note, he assumed she might just want more of the goods, which he was (is) more than willing to supply.

Knowing that she wants him for more is...unexpected. And nice. And kinda makes him feel like the fucking man, actually. She, straight laced (mostly), ambitious, crazy, amazing Rachel Berry, wants to be with him.

He doesn't know what to say, so he just leans forward and kisses her, but it's different than the others. He doesn't move his lips too roughly against hers, and his hands aren't digging into her skin. He's shit with words, but he's good with this, and the smile on her face when they part tells him that she understands what he's trying to tell her.

"Yeah?" she asks. He laughs and nods, kisses her again, and her hand falls to his thigh as she moves so she's almost sitting on his lap.

"I like you, Rachel," he says, because he honestly can't recall if he's ever said the words. It's obvious, really, because they're friends, best friends or whatever, but it means more now.

Fuck. Did he just become a boyfriend?

She stands from the couch, his hand in hers, and he follows her, because this look in her eye? Fucking sexy as hell. He watches the sway of her hips as they walk up the stairs, her in front of him, and he tries, for the millionth time in a week, to figure out how he's the lucky bastard she's chosen. Their relationship (they have a relationship) is a far cry from where they started out at the beginning of the year. He wanted to hate her, and she wanted to ignore him, and they just couldn't do either. She relied on him a couple times because she was forced to, and he was nice to her a couple times because no one was around to question him about it.

Now she's pulling him onto her bed with her and he's laying between her legs, and there's a stupid, insane voice in his head telling him that he could fall for this girl if he was willing to let himself.

She kisses him, her hand feathering through the hair at the back of his neck, and he runs his hand up her side. She doesn't understand how it can feel so good to have someone's weight on you. But she's warmer with him there, and it feels right to have her knees bent and him between them.

She honestly thought that conversation was going to go much differently than it did. It's weird, she thinks, that she understands what he's saying even when he's saying nothing. They really haven't kissed enough for her to know what his different kisses mean, but she just knows. That sweet, delicate kiss on the sofa was definitely his admission of feelings, and the way he's kissing her now, smooth and slow, is just confirmation.

Their eyes lock, both of them breathless, as she starts unbuttoning his shirt, and she shifts her hips against his, purely just to torture him, he's sure. (Honestly, she talks a big game about that no gag reflex thing, and he wants proof. Maybe not today, but soon, dammit.)

He kisses her hard when she's got his shirt undone and her hand grazes his stomach just above his jeans. She doesn't seem to mind the sudden change of pace, and he knows she's not merely following his lead as the more experienced of the two of them. She wants him as badly as he wants her. And that is awesome.

When he pulls her shirt over her head, she's wearing a white bra with light yellow little stars on it, and it's innocent and so, so hot (why, he doesn't exactly know), and he runs his hand over the fabric as he shakes his head.

"I am so not the right guy for you," he breathes out.

She smiles and pulls him back towards her. "Liar," she whispers.

She actually believes it. His heart races, and it's not just because she's kissing him again.

She doesn't care that he obviously doesn't believe her yet. She thinks she has a lot of time to make him.