a/n: hey guys! sorry about the late chapter update on CTM but i promise it's coming! this one-shot is from a prompt given to me by the lovely and i hope she loves it. i had so much fun writing it and i hope you all enjoy it. this takes place in their senior year, features a Fapezberry friendship which, let's just face it, is fun to say! Rachel is a bit ooc but she's grown in my mind so it needed to happen. Smuckleberry at the end! I don't own glee or rent... song credits are "Out Tonight" from Rent and "Sex for Breakfast" by Christina Aguilera. enjoy and kick ass in the reviews guys! you know i love you! Meagan (musicconsumes)

Quinn and Santana had Rachel cornered. They'd been bugging her for weeks about joining a new 'aerobics' class with them and she continuously refused.

"Come on Rachel. You said you would help me lose my baby weight and this is how I want to do it." Quinn put on her best pouty face but Rachel just rolled her eyes at the blonde and shut her locker.

"Quinn, you had Beth two years ago, you've since regained your position on the Cheerios and can probably fit in smaller clothes than before the pregnancy. So don't give me the 'baby weight' bull. And why can't you two do this on your own?" It was Santana's turn to roll her eyes.

"Because Berry," she barked, "you have to sign up for the class in groups of three. And Brittany is already taking a dance class at that same time so we can't ask her. And we've already made sure that it won't interfere with any of your other crap you have going on so you have no excuse. It'll be fun, and you know Puck is gonna flip when he finds out about it." Rachel's eyes grew wide at the mention of Noah.

She'd started dating McKinley's resident badass late in her junior year, after she and Finn figured out they had zero chemistry together and mutually called off their relationship. Finn eventually went back to Quinn and everything went back to normal. Puck, in one of his hilarious attempts to get into Rachel's pants again, asked her out on an actual date and they ended up having a great time together. They gave up trying to ignore their sexual tension pretty quickly after that and, well, they figured out why Rachel was uptight most of the time. Puck took care of that, all the time, with a smile on his face.

"There is absolutely no need for Noah to find out about this," Rachel snapped. Both Quinn and Santana wore matching smirks that disturbed Rachel a little.

"So," Quinn started, "you'll do it then! Great! Santana will sign us all up this afternoon and the first class is going to be next week. Bye Rach!" Before Rachel could protest the fact that she had not agreed to anything, the two Cheerios, girls she considered close friends, had walked down the hallway leaving her open-mouthed in front of her locker. Suddenly, she felt two strong arms encircle her waist and she couldn't help but smile. His breath tickled her neck as he leaned down and whispered,

"Hey baby, you ready to go?" Rachel turned around in Puck's arms and smiled up at him.

"Hello Noah. Yes, I think we should leave." Puck grinned down at her and nipped at her lips. She leaned into his body, her natural instinct whenever his lips came near her, and inhaled deeply. When he pulled back after a second, he asked,

"What did Baby Mama and Lopez want?" Rachel laughed at his name for Quinn, especially since Quinn called Puck Baby Daddy. She realized that she wouldn't be able to lie to him about it, he was the only person who could see right through her all the time. Dismally, she took a deep breath and met his eyes.

"Santana and Quinn are signing the three of us up for a pole-dancing class, no matter how much I protest. They won't take no for an answer it seems, because that's the only answer I've given them since they started demanding that I join them in this insanity and it has had no effect on them whatsoever." Puck didn't really hear much of what she said, his brain kind of shut down after the words 'pole-dancing' left her plump lips. He swallowed thickly and stared back at her.

"That is so fucking hot Rach." He leaned down to kiss her lips again but Rachel pushed him away.

"Ugh, no it isn't Noah. I have no interest in taking this class with them and Quinn and Santana are sadly mistaken if they think they can bully me into doing anything I don't want to do. I am Rachel Berry, I have a mind of my own, and I will not be coerced into doing something as demeaning as pole-dancing like some stripper!" Rachel started shaking with anger and Puck started rubbing her shoulders to calm her down a little.

"Babe, babe what's the big deal? It's not like you're gonna be a stripper or anything. It's not like the class'll be hard for you anyway. Besides, it's like the one type of dance you've never done. You could have fun, you never know Rach. Give it a shot." He stood there for a second, watching as the anger in her eyes dissolved into curiosity. He leaned in a little closer to her, noting how she didn't push him away this time, and brushed his lips against her ear as he whispered, "And it is fucking hot Rach. You, in those lace boy-shorts I love and nothing else, showing me everything you learn in class, baby I'm hard just thinking about it." He smiled when he felt her shudder and he knew he had her.

"Well," she started, "I suppose it wouldn't hurt to have a well-rounded dance repertoire under my belt. Future directors will expect me to know many different styles of dance in order for me to land the leading roles I expect to earn when on Broadway." Puck couldn't help the wide smile that came across his face as he pulled her into a hug with a laugh. Rachel groaned and Puck looked down at her with puzzled hazel eyes. "I just let you coerce me into this. How is it that you are always able to do that?" Puck just shrugged and laughed again before pulling her down the hallway.

"Because babe, you're Tinkerbell and I'm a sex shark. We give each other what we need to survive, it's why we work." Rachel chuckled and stuck her hand in his back pocket, shaking her head.

"Always so romantic Noah," she drawled sarcastically. Puck laughed and opened the door leading outside. When they got to his truck, he opened the door for her and threw her bag into the cab. He pulled Rachel flush against his body and pressed his lips to hers heatedly. She moaned into his mouth as he rubbed his thumbs against the small of her back. He pulled back just far enough to speak and said,

"Hannah's sleeping over at a friend's house tonight and mom's working late. How about I take you home and show you how romantic I can be?" Rachel giggled and nodded her head. She was about to ask him to come over later, as her fathers were gone on business, and it always made her smile at how in sync they seemed to be. Besides, it'd been two days since they'd last had sex and she was starting to have withdrawals. Noah Puckerman seemed to have that affect.

Rachel watched as Quinn, as well as most of the class, had trouble hooking their left leg around the pole and pulling themselves to a standing position. She didn't really understand the difficulty. She got it on the first try. Santana took to the class like a fish to water, and they joked all the time about how she had a career choice to fall back on. Quinn was just having fun with it, feeling liberated every time she stepped up to the pole. Rachel smiled and continued with the routine, easily shimmying around the pole to the beat of the music. It was only her fourth class and she thought she was doing exceptionally well. She felt challenged to be sexy (she usually only felt sexy around Noah) and disciplined at the same time and she really liked that. She grabbed the pole with both hands and swung around it slowly before crooking her leg around it and hanging upside down to slide to the floor and land on her back. It was the most difficult part of the routine but she loved it because it was very intense. As she rolled her hips over the floor and slid back up the warm metal between her legs, it took everything in her to not imagine Noah there in its place. That might cause her to stray from the routine.

The song ended and everyone waited for the teacher to speak.

"Good job ladies. You should all be very proud of yourselves, you did a great job today. I hope to see you all again for the next class. Remember, this is about having fun and letting loose. Don't be ashamed of your sexuality, flaunt it!" And with that, she clapped for the class and left the dance studio. Santana and Quinn walked over to Rachel as she was gathering her things into her bag.

"You know Berry, I never thought I'd see the day when that tight little body was put to use. That must be why Puck keeps rejecting my advances all the time." Rachel laughed over her shoulder, knowing Santana was joking, and shrugged coyly.

"Lopez, stay away from my man," she said with a playful lilt in her tone and a shake of her head. Quinn laughed and shook her head at her two friends. They were always fake-fighting over Baby Daddy, even though everyone knew that Santana had no interest in Puck anymore. Not to mention the fact that Puck pretty much worshipped the ground Rachel walked on, so it was kind of blasphemy in his mind to even flirt with other girls. Poor guy was so whipped and he didn't even care. Rachel stood up and turned around to find both girls staring at her with evil grins on their lips. "What," she asked cautiously.

"Admit it Rachel, you're having the time of your life. You owe us for making you do this class." Rachel really didn't like how Quinn's voice sounded like a threat.

"What exactly to you think I owe you Quinn? As far as I'm concerned, me taking this class with you two was a favor to start with, seeing as how you needed three people to sign up." Both Quinn and Santana shared a terrifying look with each other before looking back at the girl in front of them. Rachel arched her brow and crossed her arms in front of her. Santana straightened her tank top as though she was already bored with the conversation. Quinn just kept going.

"Santana is going to throw a party and we want you to help us choreograph a routine for it. We're going to perform what we've learned in class for everyone." Rachel released a cynical laugh until she realized that Quinn wasn't joking. She backed up from them, waving her hands in front of her face as she walked out of the dance studio. She'd made it halfway to her car when Santana yanked on her arm and turned her around.

"Rachel, what's the big deal? So you let everyone else see what they're missing for once instead of hiding it behind those schoolgirl skirts Puck likes so much. What's the worst that could happen? Puck has to actually make good on those threats of beating the shit out of a few guys who look at you a little too long. Don't even try to tell me you don't get off on him being all possessive. Just do this party with us, I already had Matt set the poles up in my basement so I know word of mouth has gotten around the school. This is going to be the best party this school has ever seen but we need you with us to make that happen. Come on Berry, you know you want to. It's senior year, do something wild. You know, besides Puck." Rachel thought about it for a few seconds and shook her head.

"Let me think about it, okay San?" Santana rolled her eyes but nodded her head anyway, knowing that she wasn't gonna get any further with Rachel. Just as she turned to walk towards her car, Rachel called out, "Santana!" Thinking that she might possibly have made her decision, Santana eagerly turned around.

"Yeah Berry?" Rachel stepped up to her and crossed her arms.

"Why is it that you and Noah can convince me to do just about anything?" Santana raised her eyebrow before releasing a sarcastic snort.

"Me and Puck are a lot alike Berry. We have our ways of getting what we want. Granted, Puck's ways probably work on you a lot better than mine do. But hey, it's not my fault you don't like to party on both sides of the fence. Just call me when you decide to do the party with us." Rachel's mouth fell open for a second as she watched Santana's retreating figure.

"I didn't say I would do the party!" Santana laughed and replied,

"Trust me, you will!"

Later that night, when Rachel was sitting against Noah's bare chest watching 300 with his arms wrapped around her torso, listening to his quickening breath and feeling his hands slowly inching lower as the sex scene played out on screen, she groaned and pulled her cell phone out of her pocket. She quickly typed out a 'fine, I'll do it' to both Quinn and Santana before rolling over in Noah's arms.

"You okay babe," he questioned. Rachel tossed her phone onto his bedside table and nodded her head.

"I'm perfect Noah. But we've never been able to make all the way through this movie without ripping each other's clothes off. I've been thinking about you all day so really, why prolong it?" She thought about her class earlier that day and a ball of confidence shot through her body. Rachel leaned down and pressed her lips against his neck. Just before she caught his earlobe in her teeth, she whispered, "I need you Noah." Before she had time to think another word, Noah had flipped them so that he was on top.

They spent the rest of the night ravishing each other's bodies. In the early morning hours, when they finally exhausted themselves, Rachel curled into Noah's side with a smile on her face. She was Rachel Berry and nothing scared her damn it!

Puck parked his truck on the curb outside of Santana's house. The party was booming already and it was only eleven. He got out and walked around the truck, opening Rachel's door so she could hop out. She turned around and pulled her bag out from its place in the floorboard and swung it over her shoulder. He offered to take it but she shook her head so he wrapped his arm around her shoulders as they made their way up to the front door. He pushed the door open and suddenly found himself surrounded by people.

"Puck! Rachel!" He saw Quinn and Santana weaving their way through the crowd towards them. When they made it in front of them, Santana thrust a beer into his hand and grabbed Rachel's, pulling her away from him. He growled and tightened his grip on her shoulders.

"Oh come on Puck," Santana sneered. "We just need to borrow her for a second. Matt and Finn are down in the basement. Go find them and we'll be down in a little bit." Rachel looked up at him and smiled, nodding her head. He leaned down and pressed his lips to hers hurriedly before she was pulled away by Santana and Quinn. He shook his head and took a pull from his beer as he watched Rachel disappear up the stairs, where Santana's room was. He briefly entertained that idea that maybe they were having a threesome upstairs but that just made him mad because Rachel was his and he wasn't about to share her with anyone, let alone two wells he'd already tapped. He sighed a little and made his way downstairs to the basement.

He got to the bottom of the stairs and saw them. The poles he'd been hearing so much about around campus were set up against the wall. Matt had told him about how Santana had talked him into setting them up for her. He figured it had something to do with the pole-dancing class the girls were taking but Rachel wouldn't tell him anything every time he asked about it. She wouldn't even show him any of the moves she'd picked up in class. It'd made him mad at first but then she went down on him and he forgot his name, much less whatever the fuck he'd been mad about beforehand. He saw Matt and Finn sitting down on the makeshift stage where the poles were attached to the floor and ceiling. Finn nodded to him as he sat down next to him on the stage and continued drinking his beer and listening to them argue about the price of eggs in China, or something like that.

Meanwhile, upstairs in Santana's room, Rachel stared at herself in the mirror. She had on a sequined black bra with lace fingerless gloves (borrowed from Tina) covering her arms. The shorts, if they could be called that, barely covered her ass, and the fishnet stockings did little to pick up their slack. Santana's thigh-high stiletto boots looked amazing on her though. She loved the way her legs looked in them. Quinn had touched up her make-up, giving her a smokier eye than what she'd arrived with and tousled her hair so that she looked like she'd just rolled out of bed. She looked over at Santana, plucking her eyebrows with an actual excited expression on her face, and grinned. Quinn walked back into the room from Santana's bathroom and they all laughed at what they were about to do. Rachel reached into her bag and grabbed Noah's black button-up she kept at her house and pulled it up her arms, wrapping it tight around her body. When she gazed back into the mirror, she took a deep breath and smiled. She didn't feel nervous like she thought she would. She felt excited. They all shared a group hug before making their way down to the basement.

Puck heard the yells coming from the stairs that led down into the basement and it made him look up. He couldn't believe his eyes. At the bottom of the stairs stood Santana, her trademark sneer in place with her hands on her hips. She was wearing some kind of short robe over her clothes but he could see her heels tapping silently on the floor. Next to her, Quinn was standing there with a happy grin on her face. It looked like she was wearing a tuxedo jacket that probably belonged to Finn and he could see her heels as well. Suddenly, they both took one step to the side, apart from each other. When Rachel stepped between them, he almost choked on his tongue. She looked amazing, somehow more than usual. He could see the shirt that covered her was his, the one she kept at her house if he ever needed to make a quick escape for when her dads came home early and he couldn't immediately find whatever shirt he'd come in. His eyes immediately went to her legs and he literally felt his heart fucking stop in his chest. He definitely didn't remember those shoes, and those were memorable shoes.

Suddenly, the music changed. Puck recognized the beginning drum fill instantly. (Shut up, the only reason he even paid attention when Rachel made him watch Rent for the nine hundredth time was because the stripper's song "Out Tonight" was actually pretty hot.) The girls strutted their way through the crowd and gently shoved the boys off their stage. He watched, drooling just a little, as Rachel (along with the other girls but he wasn't really concerned with them) tore the shirt from her body and began to climb the pole. When she spun around it, landing with her feet firmly on the ground, and slithered against it, his pants got tighter. He momentarily wondered if Finn's mailman/Cinco de Mayo problem would return but then that thought shot right out the window the second Rachel bent over backwards. When the song got to the part about breaking rules, he had to laugh. There was no telling how many rules, or laws, they'd broken together with their inability to keep their hands off each other. Santana and Quinn both came up beside her and grabbed her hands as they slid down her legs. Rachel let go of them when they were just above the floor and they rolled away, back to their poles. The three of them swung around the poles in canon before breaking out into a routine that made him shift in his seat. Watching Rachel grind and twist around the pole was one of the sexiest things he'd ever seen, and he'd seen a lot of sexy in his life. Rachel smirked at him and stepped closer, off the stage, and took his beer out of his hand. When she pressed it to her lips and took a long swig, he felt his cock twitch beneath the fabric of his jeans. She leaned down and kissed his cheek, placing the beer bottle back in his hand, and returned to the stage. She bent her body forward, popped her ass out, and grabbed onto the pole with one hand while placing the other on the ground in front of her. Somehow, she flipped upside down and wrapped one leg around the pole while the other stayed straight above her. She swayed her torso from side to side, like a ripple in the ocean, and dropped slowly to the floor. When she stood up, the song was over and Quinn and Santana were on their knees in front of her.

The basement suddenly came to life with yells, whoops, and claps of excitement from the crowd. The second Puck stood up, his already painful erection became even more painful as it strained against the zipper of his jeans. He quickly shuffled over to where Rachel was still leaning against her pole, breathless and chest heaving. He grabbed his shirt from the floor. Quickly he wrapped it around her shoulders and whispered gruffly in her ear,

"We need to get out of here right now." He pressed his pelvis against her stomach and heard her gasp. She giggled and shook her head.

"But Noah, we just got here. It would be rude to" the words died in her throat as Puck leaned down and ran the tip of his tongue up her neck, roughly sucking on the spot just below her ear. "Oh god we should leave Noah." She gripped his arm and he chuckled as he pulled her body against his. He turned around, grabbed her hand and started pulling her through the crowd.

"Berry," he heard Santana yell behind them, "I want my boots back!" Puck halfheartedly turned his head and yelled back as they made it to the stairs,

"She's buying them! I'll pay you Monday!" He quickly made it outside and ushered her to his truck. He felt her reach into his pocket and take his keys. When he pushed her against the door of his truck, she gasped and wrapped her arms around his neck.

"You were drinking Noah. Let me drive." Puck groaned. This was usually where he would make a lewd joke about how well she could handle a stick. But, the way her hand kept passing over the front of his jeans made him forget every word he knew. Rachel smiled at the way Noah nodded his head and laughed. She slid out from between him and the truck and walked around to the driver's side.

She drove quickly to her house, smiling at the way Noah kept shifting in his seat each time she shifted gears. When she pulled into her driveway and parked the truck, Noah swiftly pulled her across the cab of the truck and positioned her on his lap. When his tongue tried to push into her mouth, she pulled away and placed her hands on his chest.

"Noah, I want to show you what I've been learning in class, upstairs." The next thing she knew, the door was thrown open and Noah was carrying her up the porch steps to her house. She immediately remembered that her keys were in the dance bag she'd left at Santana's house. Before she had a chance to say anything, Noah reached over the door and retrieved the emergency house key. He opened the door and pocketed the key as Rachel unwrapped her legs from around his waist. As they walked into the house, Rachel turned around and placed a finger over his lips. "Before you come upstairs, give me a few minutes. I'll call you up when I'm ready for you." Puck growled and narrowed his eyes at his girlfriend.

"Ugh Rach you can't do this to me! I'm gonna fucking explode!" Rachel just laughed, which really pissed him off, and brushed her lips against his nose.

"Go ahead Noah, we've got all night." He watched her turn around and saunter up the stairs with a sway in her hips that made him moan out loud. Just as she reached her bedroom door, she slipped the shirt off of her body and winked at him over her shoulder.

Within seconds, Puck was down the hall in the downstairs bathroom, his length fisted in his hand. He stroked quickly, knowing that whatever Rachel was planning on showing him upstairs would keep him up all night long. He came hard in his hands and leaned heavily against the wall, out of breath. He was just finishing up washing his hands when his cell phone started ringing, "Sweet Caroline", Rachel's ringtone. He opened his phone but before he could say anything, he heard Rachel's sultry voice saying,

"I want you upstairs Noah." He was upstairs before he could even close his phone.

Noah burst through her bedroom door, his eyes searching in the darkened room. Rachel stepped out of her bathroom and smiled at the awestruck look on his face. She'd changed a little, removing the gloves and fishnet tights but keeping the shorts and the boots on. Oh yeah, she remembered what Noah had said when she first told him about the class, so naturally for the element of surprise, she'd removed the sequined bra.

"Sit down Noah." She really liked the authority she heard in her voice, the sexy confidence that Noah always brought out in her. Noah immediately walked over to the chair at her vanity and sat down. He swallowed thickly before balling his hands into fists at his side. She listened to the music playing softly from her iPod dock and walked slowly over to Noah. "I want to try something new Noah. Is that okay?" Noah stared into her eyes for a second before a wide smile broke out over his face and he asked,

"What's that babe?" Rachel laughed lightly and turned around. He watched her walk over to her bed, or more specifically, one of the posts sticking up from her four-poster bed. She grabbed onto the makeshift pole and leaned against it, straightening her leg over her head as she peered over her shoulder at Noah. Her own excitement was mirrored in his eyes.

"I'd like to start with a lap dance." Noah immediately reclined back in the chair and motioned with his hands for Rachel to come closer. He smirked when one of the lines of the song said something about strawberry cream being like a dream. The smirk became a smile as it went on to say that her fantasy was reality, and he couldn't agree more. Rachel stepped closer, her hands running absently over her bare breasts, and placed one leg between his legs. When she lowered her body across his thigh, his hands found her hips of their own accord. She gyrated her body to the slow beat of the song and leveled her gaze to his.

The combination, her eyes locking with his, the movement of her body, and the insanely seductive song, was all he could take. He leaned in and placed an open-mouthed kiss to her breast.

"Noah," she breathed. He looked up at her through his lashes and sucked a little harder on her nipple in response. She was determined to stay in control as much as possible. "Take your clothes off and lay down," she whispered, "on my bed, right now." Somewhat stunned by the forcefulness in her voice, he let go of her and she stood up. His clothes were on the floor in two steps and he was on her bed in two more. Rachel walked over beside the bed and stood there with her hands on her hips, two seconds too long for his taste.

"Baby, come on, I'm fucking dying here." The urgency in his voice was perfect, like he would explode if he wasn't buried deep within the next few moments. Rachel slipped her shorts down her legs, immediately followed by the lace boy shorts he loved. Admittedly though, he did love them a lot more on her floor. "You're keeping the boots on, right," he asked, strained and hopeful. Rachel didn't say anything in response, just crawled onto the bed and quickly positioned herself over his throbbing cock. Noah inhaled sharply as she hovered for a second, allowing only his tip to graze her dripping folds. He shifted his hips upwards, trying desperately to get inside her, where he knew his release awaited him. "Fuck Rachel, ride me woman!" She couldn't help giggling a little as she lowered herself onto him completely, never fully getting used the satiated feeling he gave her when he was inside her. He gripped her hips and thrust even deeper into her tight heat.

She gasped and pushed down on his chest, pushing herself up at the same time. At the exact moment she started to slide back down, Noah pulled her down, slamming her onto his body with their combined forces and they both screamed out loud. Rachel started rocking her body quickly, meeting Noah's fevered thrusts with an energy that surprised the both of them. The build-up of the entire night started to get to them and they knew that they wouldn't last much longer. Noah slid his hands up from her hips and began to caress her breasts, gentle strokes to conflict with the motions of their bodies below. Rachel started moaning his name over and over again, gradually getting louder the closer she got to her orgasm. He held back until he absolutely couldn't anymore. Luckily for him, Rachel screamed as her release suddenly overtook her entire body. Noah felt his balls tighten dangerously before he came inside her harder than ever before. Rachel continued to rock her body over his throughout her orgasm.

His cock was still throbbing inside her when he rose up off the bed and pressed his lips to hers. Rachel instantly coiled her arms around his neck and pulled him closer. His swept his tongue over her top lip and kissed her deeply. When they both ran out of air she rested her forehead against his, loving the feel of his breath on her face. She ran her fingers over his head and laughed lightly.

"Baby," Noah breathed out, "that was fucking intense." She smiled down at him and nodded in agreement. Noah laid back down on the bed and pulled her down with him. He hugged her close and grinned against her hair. She raised her hips off of his and they both moaned when he was no longer filling her. Rachel tangled her legs with his and laid on his chest. She loved listening to his heartbeat slowing down after sex. The intimacy of the moment always felt perfect. She moved her head slightly and looked up at his strong jaw, admiring his ever-masculine features. She heard him chuckle and he said, "You're staring at my fine ass." Rachel laughed and moved her fingers up to trace his jaw and mouth.

"Technically Noah, I'm staring at your face. And you love it." He looked down at her and hugged her closer to his chest.

"Technically Rachel," he mocked, "I love you, so stare all you want." Rachel breathed out and turned her head to place her lips to his skin before tightening her arms around him.

"I love it when you say it first." Noah just laughed out loud in response and said,

"Yeah yeah yeah, just say it back already so I don't feel like a total pussy." Rachel started giggling but replied eagerly,

"I love you too Noah." She laid her head back down on his chest and they fell asleep. Neither one of them heard his phone go off in his discarded pants on the floor.

The text message read *you totally owe us big time puck. berry would never have agreed to that class w/o our help.*