a/n: Hellohellohello! if you're reading this, i thank you greatly! this is the second one-shot of the three that are in the "Win-Win" universe. if you haven't read "win-win" yet, you don't have to but it would be nice. Understanding this one shouldn't be too hard but if you want to go and read "Win-Win" first, i sure as hell am not going to tell you not to. And if you want to review while you're there, well i couldn't possibly encourage you more! I will warn that i had to beg for reviews on "Win Win"(just ask my twitter friends, i was pretty pathetic). So i've decided that i'm not going to upload the next one-shot, entitled "The Whole Backstage" unless this one gets over ten reviews. i don't feel like that's asking too much. anyway, on with the Smuckelberry! i don't own Glee, no matter how many times i wish i did...enjoy and pleasepleaseplease review!!!!!!!

Rachel walked into the studio and immediately heard his voice, screaming.

"I am not working with that bitch anymore! I swear if she says one more thing to me, I'll rip those overpriced hair extensions out of her head before she can say 'let's run through it one more time'!" She looked across the sound board and almost laughed out loud. Noah and his manager, a man named Joseph, were in a heated argument. Well, Noah was arguing. Joseph was trying to calm him down. The sound in the recording booth was still on, so Rachel could hear every word. Neither man had noticed her yet.

"You can't just quit dude. You're bound by a contract. Now I never said you had to like working with her. You just have to work with her. Ms. Welsh is paying good money to work with you because you're the best there is, anywhere. You knew she was a diva when you signed up for this." Rachel watched the man place a hand on Noah's shoulder and she giggled as Noah's nostrils flared.

"Joey, you don't get it man. You're not here every day in the damn studio with all that crazy. She doesn't know shit about music, her songs make me want to rip my ears off, and I'm pretty sure that her voice alone keeps auto-tune alive. I can't stand it anymore! Bitch's gonna die if she pisses me off one more time." The sound of the threat coming out of his mouth was the last straw for Rachel. She doubled over in laughter which made the men in the sound booth turn around. Rachel was gasping for breath by the time the guys joined her in the room. She felt Noah's arms wrap around her waist and pull her close. She looked up into his eyes. They were all dark from his earlier frustration but he smiled down at her anyway.

"Hey baby," she whispered. His smile grew brighter and she felt her heart melt.

"Hey, I thought I was picking you up at the theatre for dinner. I'm not late, am I?" He started frantically looking for his phone to check the time. She flattened her palms on his chest and shook her head.

"Noah, don't worry, you weren't late. One of the stage crew didn't tie off a few of the backdrops correctly, so they fell to the ground, ripping in the process. The set designer has to rework the whole set in addition to repainting all new backdrops. Rehearsals got canceled for the next few days. So I thought I would meet you here." Noah chuckled and pulled her tighter against his body. His voice vibrated as he spoke into her hair.

"Babe, how many times do I gotta tell you that a simple 'somebody fucked up so here I am' would be explanation enough?" Rachel laughed and rolled her eyes.

"Fine Noah, somebody fucked up so here I am. Happy?" He grinned and kissed her forehead before locking his eyes with hers. She felt her pulse quicken every time he did that.

"I am now that you're here." He stepped back from her and ran his hands over his head. Rachel looked across the room at Joseph and smiled at him. The man walked towards her and gathered her in his arms for a hug.

"Rachel, it's always good to see Puckerman's better half. Will you please talk some sense into your man?" Rachel just laughed and looked over at Noah, still leaned over the mixing board fiddling with the slides and knobs.

"Now Joseph, why on earth would I want to do a thing like that?" Noah looked up when she said that and smiled. "His crazy balances out my crazy. I don't make a habit of fixing things that aren't broken." Joseph just shook his head and mumbled something about how they were sickeningly perfect for each other and walked out of the studio. Rachel turned back to Noah with a question on the tip of her tongue. He beat her to it.

"Psycho-bitch pop princess is about to make me ram a music stand down her throat. I've dealt with some crazy assholes before, but at least they were crazy talented assholes. I've got dead brain cells with more talent than her and yet she can sell millions of albums all over the whole fucking world to little six year olds who wouldn't know real music if it came up and kicked them in their asses. She's so stupid that Finn could beat her at chess, and he can't even play chess. I can't stand being in the same room with her anymore." Rachel moved closer to him and laughed lightly. She leaned over and picked one of his acoustic guitars up from its stand and held it out towards him. He took it, confused.

"You're stressed out Noah. Play me something, something that you aren't being paid to play, something from your soul. Get out of your headspace and just play." Noah walked over and sat down on the couch against the wall. Rachel stared intently at him until he started strumming. She smiled as she watched his fingers slide effortlessly across the frets. She sat down on the opposite end of the couch and turned her body so that she could watch him.

Noah closed his eyes and leaned against the back of the couch. He started playing softly, just idly strumming out random chords. After a minute or two, Rachel noticed when he became fully relaxed because that was when he really started playing. The song was still soft, but it was his mannerisms that tipped her off. Or it could've been the fact that she just knew him completely. She watched his fingers press on the strings, not too much pressure, just the perfect amount to get the sound desired. He slid his hand lower on the frets and pursed his lips in concentration. She saw his brow arch and his forehead wrinkle before his face relaxed again with a serene expression. A smile played on his lips as he struck another chord. Rachel pulled her knees up to her chest and wrapped her arms around them, watching him play.

She never was able to get enough of this, just watching him. Music was his element and seeing him in it did strange things to her body and mind. It was crazy how easily he turned her on. A look, a nod, a thought was all it ever really took. She knew why she felt so strongly for him. That was a simple explanation. She was Rachel Berry, and Rachel Berry didn't do anything half-assed. But the way her body always responded to him was, for lack of a better word, crazy. Knowing firsthand just what those hands were capable of, she almost felt a little sorry that the guitar would never really know the full extent of his…talents. Rachel hugged her knees closer to her chest as her mind took her back to their activities the night before. She loved the way he seemed to know, on instinct, every move to make to work her body and mind into a pulsating frenzy that literally rocked her to her core every single time. With Noah, it was always mind-blowing. She listened to the notes coming from the instrument in his hands, which just led her brain to thoughts of the sounds he made come from her when she was playing the part of the instrument. Rachel closed her eyes and allowed her head to lull back on the couch, just listening to the slow sensual rhythm of the music he was creating. The not-so-innocent images continued to flood her brain as she listened to the sound of him playing combined with the deep rush of him inhaling and exhaling in time to the song. Before she realized it, Rachel was doing the same thing, breathing in time with the music, in time with him. Suddenly, she moaned out loud and the music stopped.

Rachel opened her eyes to see Noah staring at her with his eyebrow arched and a smirk playing on his face.

"Musical orgasm," he questioned, clearly amused. Rachel nodded sheepishly and laughed. Noah pulled the guitar strap over his head and placed it on a stand nearby. He held his hand out to her and smiled. "C'mere babe." She took his hand and let him pull her across the couch and onto his lap. She placed her hands on his chest and smiled back at him. His hands rested comfortably on her hips. "Thank you," he said up at her. She giggled, somewhat confused.

"For sitting in your lap? I can do that anytime you need me to." He chuckled and rubbed his thumb up and down her side as he shook his head.

"For making me play. For making me get out of my head, so I could really feel the music. Sometimes, when I have days like these, I forget why I'm even in this business. But you reminded me. Thank you." Rachel smiled and laughed lightly as her fingertips traced the toned planes of his chest.

"Admittedly, I had ulterior motives. I love watching you play. When you literally forget the world around you, and you just get sucked into creating something beautiful, it's amazing to watch. Seeing you like that makes me remember why I love music so much, why I love you so much." She paused for a second before an impish smirk tugged at her lips. "And also because of the musical orgasm, I'm kind of addicted to those." Noah moved his hands up her sides and softly flicked his thumbs across her breasts, her nipples instantly pebbled. The air caught in her throat and he smiled at her reaction.

"I'm kind of addicted to you." His voice was serious as she stared into his hazel eyes. She rested her forehead against his and gently pressed her lips against his nose. She lingered there for a few seconds before she felt his hands squeezing her sides. "Rach," he whispered, "how 'bout you get those lips down here where they belong." She couldn't help laughing as she hit his chest. She pulled away from his face and he angled his head up to give her better access. When she hesitated for a split second, just to tease him, he impatiently pulled her lips down to his.

In an instant, his hands were everywhere at once. His fingertips ran up her sides, he palmed her breasts, his thumbs caressed her neck…he was literally everywhere. But then, when he tangled his tongue with hers, her body smoldered for him, burned with an insane heat that only he seemed to bring out. Rachel ground her hips down on his tented jeans and smiled when he pulled away, groaning.

"Rach, god you can't do that right now." Her smile became a smirk and she dragged her nails lightly down his chest.

"I can Noah, and I will." She watched his eyes dart around the room before he looked back to her. He licked his lips and raised his eyebrow skeptically.

"In the studio Rach, really?" The breathless quality in his voice undermined the skepticism in his face. He wanted it. Rachel made quick work of his belt and listened to his breathing speed up. She leaned down and kissed his neck before whispering seductively in his ear.

"You know as well as I do that the location doesn't matter Noah. I'm here, you're here. I know we both want this. Plus, I know that nailing me against the mixing board is one of your biggest fantasies." She stood up from him and backed up until she hit the edge of the mixing board. Noah sat up straighter on the couch and watched her as she slowly unbuttoned her shirt. She let it fall from her shoulders just as he stood up and stalked over to her. His eyes were still dark, but she knew that it wasn't from frustration this time. He ran his hands over her thighs and around to the back of her knees. She shifted her body as he pulled her closer, wrapping her legs around his waist. He lowered his lips to her shoulder and his hands quickly unbuttoned her pants. Rachel placed her hands on his shoulders and lifted up so that he could pull them over her hips. She growled a little when she realized that she would have to unwrap her legs from him so that her pants could come off. Reluctantly, she did so and he quickly yanked her jeans, with her panties, down around her ankles. She stepped out of them with a small giggle and looked up at him. Rachel stood before him in nothing but her bra and her high heels that she'd had stolen from the theatre. (What? The costume designer for the play happened to be a close personal friend of hers, and snagged them for her after opening night.)

Noah stepped closer to her and lowered his lips to her neck. His tongue flicked at her skin and she gripped his forearms. A noise off in the distance brought her back down, briefly, to reality.

"Noah," she whispered, her voice breathy with desire. "Lock the door. Joseph could come in, or anyone else." He chuckled against her skin and rose up to look at her.

"But babe, think of the thrill of getting caught." She almost had to laugh at that. Instead, she gently pushed him away and crossed her arms over her chest.

"Lock the door Noah." Something in his eyes flicked on and suddenly he was across the room at the door, locking it tight. When he turned around, he stalked back over to her and kissed her possessively. He pulled back after a few seconds and stared into her eyes, trying to catch his breath.

"I love it when you get all bossy." She smiled just before he leaned in and covered her mouth once more. Rachel's hands snaked down his chest and abs until they found the button on his jeans. Deftly, she pushed them down his legs and, leaning back slightly on the sound board, she wrapped her legs back around his waist. He groaned as he came in contact with her body's heat. She relished the feel of him against her, but it certainly wasn't what she was aching for.

"Noah, you have too many clothes on and I want to feel you." Rachel's eyes narrowed slightly as he quickly lifted his shirt over his head and attacked her lips once more. Her legs tightened, pulling him closer and causing his entrance to be sudden. Rachel quickly pulled his face to hers as their bodies met. She gasped against his lips, a gasp that quickly became a moan in her throat. Noah pulled his head back and she felt his hands tighten on her hips as he lifted her body off of the soundboard's edge. Instinctually, her legs tightened as he leaned her backwards. She felt the dials digging into her back but she had so much serotonin coursing through her veins at the time to even bother noticing the pain she should've been feeling. Rachel was far too concerned with the mind-blowing impalement Noah was causing to care about anything else.

His tongue lashed out against her neck as he pushed into her once more. He sucked on her pulse point which made her turn her head to the side. With that new access, he moved his lips right behind her earlobe and sucked once more. Rachel could practically hear her brain shutting down as a result of the sensory overload he was causing. He hit something inside her at the same time as his tongue swiped across that spot just behind her ear and she cried out his name. His upper body pressed against hers, pressing her into the soundboard, creating a delicious pain/pleasure combination that she didn't want to go away. Noah rose up from her neck and held her gaze as his hands splayed across her hip bone. He began pulling her to him as he thrust into her and it seemed like he was going deeper each time. Rachel quickly pulled one leg up to her side just as he slammed against her center once more.

She could feel the coil tightening within her as his hand pushed on her back to bring her to him. Their lips met as their bodies did the same and she couldn't hold back the moan any longer.

"Noah, oh please Noah yes," she keened. Her eyes opened and she watched as something akin to realization struck Noah's features. He leaned in and pressed his lips to hers, unhurried and gentle. It was a stark contrast to the fevered movements of their lower bodies. When he pulled away, she found herself in his loving eyes. When he thrust again, she came with a vengeance. Her body shuddered in his arms as she rode out her orgasm. When his words jumbled together as he came inside her, Rachel swore she could make out two words. She sat there trying to catch her breath, trying to figure out if he really just said what she thought she heard, and then trying to breathe at all. His hands were on her face as he moved her head to look at him.

"So, will you," he asked. Rachel still wasn't positive that she'd heard him right the first time and she didn't want to answer a question that had yet to be asked. So, she replied,

"Will I what Noah?" He smirked and kissed her lips once more.

"Marry me Rach. We've been together for five years, and you're all I want for the rest of my life. I love you." His naked chest rose and fell a few times before he repeated, "Marry me." Rachel stared back at him for a second before squealing right in his ear and wrapping her arms around his neck tightly. She felt his arms wrap around her back to crush her body to his. "Shit, that hurt Rach. And just so you know, I'm taking that as a yes whether you meant it as one or not. You're stuck with me now babe." Rachel pulled back from his chest and laughed as she hit the side of his head.

"Of course I meant it as a yes. You're crazier than I thought if you think I'm gonna say no to you. I love you Noah, and I couldn't dream of being with anyone else." She smiled brightly at him and edged off of the mixing board.

They got dressed in an excited silence and made their way back over to the couch. Rachel was just about to lean over against him when he leaned forward and reached for his acoustic guitar case. He pulled it in front of their feet and popped the locks. He opened the compartment in the neck and withdrew a small velvet box. Handing it to her without opening it, he ran his hands over his head and chuckled nervously.

"I've been carrying that damn thing around for two months trying to work up enough nerve to ask you. The timing was always wrong. But, when we were over there," he nodded with his head towards the soundboard, "something in me just clicked." Rachel remembered the look of realization she'd seen on his face and she knew that was what he was talking about. "Well, are you gonna open it?" She bumped his shoulder with hers and giggled.

"I'm new to this whole proposal thing Noah, but I'm fairly certain that the one doing the proposing is supposed to open the ring box." She watched as a smile crept across his face before he gave a good chuckle and took the box out of her hands.

Noah slid off of the couch muttering something sarcastic about how he had to do everything which just made her laugh and he turned to face her once he was in the floor. He shot her a crooked grin and opened the box. His grin stayed in place as Rachel's breath caught in her throat.

"You already said yes so I'm not asking again so you can change your mind. So here." He took the ring out of the box and slid it easily onto her shaking finger. She was so busy staring at the ring that she didn't even notice the uncharacteristically bright smile on Noah's face. It was a square cut diamond with two emerald cut diamonds on either side of it. It was a very simple ring but it was absolutely beautiful. The clarity of the diamonds was breathtaking, and that's exactly what they'd done to her. She placed her right hand on her chest and choked out a sob as she stared back at the ring on her finger. Suddenly, Noah's arms were around her shoulders and talking pretty fast for him. "Shit Rach, I didn't mean it like that. Here, give me the ring back and I'll do it again. I'll ask right this time, I promise. I didn't think the formality stuff would be that big of a deal to you. I'm sorry baby." Rachel immediately clenched her left hand into a fist so the ring couldn't be removed.

"No," she cried. "Noah, I don't care about that. I'm not crying that you didn't do it right. It was perfect, exactly you. This ring, it's amazing. You're amazing." His brow furrowed in confusion as he ran his fingertips over his scalp.

"So then, are those the happy tears I'm always hearing about that women get? Because if they are, you gotta warn me next time babe." He reached up and swiped his thumb across her cheek wiping away her tears. She giggled slightly and nodded as his palm lingered on her cheek. He smiled warmly back at her and leaned in. Rachel inhaled quickly as his lips pressed against hers. His tongue gently caressed hers as she relished the taste of him. When she deepened the kiss, she knew that if it lasted much longer, another round of mind-blowing studio sex with her fiancée would be inevitable. But she couldn't for the life of her figure out how that was a bad thing. Just as her hand was drifting down to the hem of his shirt, a booming voice could be heard on the other side of the door.

"Puckerman, unlock the damn door. I don't have time for your bullshit right now. It wasn't funny the last time you did it, it's still not funny." Rachel quirked an eyebrow at him and grinned.

"You've locked Joseph out of the studio before." Noah laughed and shook his head.

"Correction, me and Slash locked Joey out of the studio. He was annoying that day so we took action. He left for the bathroom or something and we locked the door and put our headphones on so we couldn't hear him when he knocked. And he's totally lying. That shit was hilarious." Rachel laughed and watch as he stood up and walked over to the door to let his manager back inside.

"It's about damn time you op—okay something happened while I was gone and somebody better tell me what it was." Rachel giggled as Joseph look from her to Noah and back again a few times before holding up her left hand.

"We're getting married!" The manager's eyes became bright as he smiled. He slapped Noah on the back and laughed.

"I see you finally found those big cajones you're always bragging about Puck." He laughed again and held his arms open for Rachel as she stood up from the couch and walked over to him. "Congratulations you two. I'm really happy for you. Tell you what, why don't you kids get out of here? Go celebrate, call your families and friends, all that jazz." Noah stepped over and put his arm around Rachel's shoulders.

"Are you sure man?" Joseph waved his hands in front of him and nodded his head.

"I'm positive kid. I've got a lot of editing to do anyway and it's a lot easier to do when your ass isn't in my way. You two get out of here. I'm not taking no for an answer." At that, Noah turned around and picked his jacket up from the couch and placed it on Rachel's shoulders before ushering her out the door.

"Thanks Joe, see you later man." Just before Noah pulled the door shut to the studio, Joey said,

"Don't worry about coming in tomorrow. You two fuck like rabbits when there's nothing to celebrate. I don't want you stumbling in here like a baby giraffe in the morning making a fool of yourself." Rachel turned bright red and curled into Noah's side. Noah just laughed and replied,

"Fuck you too man."

When they got outside, Rachel turned around and smiled up at him as she took her cell phone out of her pocket.

"Do we call your mom first or my dads?" Noah just scoffed and took her phone out of her hand and put it in his own pants pocket.

"Babe, my mom's got her crazy Jew powers honed on us. She probably knows everything already. And if she knows, your dads know. They share everything with each other, it's kinda weird actually. We'll call everybody tomorrow. Right now, I just wanna get home and fuck my smokin' hot fiancée till she can't walk. How's that sound to you?" Rachel smiled at the light feeling she got at hearing the word fiancée coming from his full lips and directed at her.

"That sounds perfect Noah." Noah smirked at her as he brushed his thumb against her bottom lip.

"Love you Rach," he whispered. Rachel's last thought before her brain clouded up with his lips against hers was,

I really like the sound of that.

-fin-