"Noah Puckerman, you come back here RIGHT NOW!"

Rachel's brow furrows upon hearing Quinn's angry shout, but she doesn't step out of the elevator she's in. She's got plans to meet Tina, Artie, and Mercedes for dinner in the hotel restaurant and she doesn't want to be late. What's happened between Puck and a very angry sounding Quinn is none of her business.

That is, until Puck nearly dives into the otherwise empty elevator and practically smashes the button to close the doors. Just as Quinn rounds the corner into the alcove with the elevators, the doors close and they begin to descend.

Puck takes a deep breath and then looks at Rachel as if seeing her for the first time.

"Sup, Berry?" he says with a nod.

"What did you do?" Rachel asks, one hand on her hip.

"Nothing."

Rachel rolls her eyes. "So Quinn is just chasing you angrily to work off the baby fat she no longer has?" she asks.

Puck sighs. "I...may or may not…have said that she'd lose the weight faster if she didn't eat all my chocolate chip cookies." Puck says, avoiding Rachel's gaze.

She gasps. "You said what? That is rude, even for you!" she scolds him, now placing both hands on her hips.

"I didn't mean it! I wasn't calling her fat; I was just saying that she'd lose the weight she wants to lose if she didn't eat so many cookies! Especially so many of mine." He adds in an irritated tone.

"So you called her fat because she ate your cookies?" Rachel asks.

"No! She's not fat! Come on, look at her. She's just super self conscious…and I think her pregnancy hormones carried over to post mortem."

"Post partum." Rachel corrects, rolling her eyes.

"Whatever." Puck says, leaning against the shiny, reflective elevator wall.

Rachel stares at the digital numbers as they go down. 17…16…15…14…

Clang.

And suddenly, the elevator has stopped dead. Rachel blinks, looking around, confused. The number still says fourteen, but only for a moment as it flickers and then shuts off, taking all the other lights with it.

"What's happening?" she yelps, never having been a fan of the dark.

"Chill, it's a power outage. Blackouts happen all the time." Puck says, his voice coming from her left.

Rachel is so scared that she's shaking. She hates elevators, always has, and she's terrified of the dark, always has been. She's going to have a panic attack soon. Her breath is hitched and her fingers have balled into fists in her dress.

"Are you having a heart attack, Berry?" Puck asks, but he almost sounds concern.

"N-n-no." she stutters, frozen in her place.

"Rachel…Are you okay?" he asks her, and he sounds significantly closer.

"Mm-mm." she shakes her head.

"What? Are you afraid of the dark?" he asks.

She doesn't answer because she's too humiliated. Sixteen-year-old girls shouldn't be afraid of the dark, that was more of a thing for six-year-olds. She hears Puck chuckle and she sighs.

"Would it help if I held you?" he asks, and it's clearly laced with implications, but she doesn't care because as silly as it is, it will help if he holds her.

She turns and throws herself into him, wrapping her arms around his waist and surprising him. She hears the 'oof' as she knocks the wind out of him.

"Well…I was kidding, but okay." He says, wrapping his arms around her shoulders. She smells like strawberries and apples, so he doesn't really mind comforting her. At least she won't cry.

Rachel sighs as her heart beat begins to go back to normal. This is her cure for darkness: A really, really long hug. Not to mention, Puck smells like cookies, and then something more masculine. It's a good combination.

"Aren't there supposed to be emergency lights?" she asks after a few minutes.

"Yeah, but this place is brand new. Lots of bugs still I guess." He half shrugs, leaning against the wall with her still in his arms.

"As soon as we get out of here, I'm going to write a letter." She mutters angrily.

Puck snorts and shakes his head at her. "Okay, Berry." He says.

All she can think about is how terrified she would have been had Puck not been running into the elevator for safety from Quinn. Her and Puck aren't exactly best friends, but they aren't enemies either, and she's thankful for his presence.

"Can we sit down and do this?" he asks out of nowhere.

"Oh. Um, sure." Rachel nods. He moves to pull away from her and she grabs the sleeve of his sweater fearfully.

"Chill, Rachel." He says before he takes her hand and sits down cross-legged, pulling her into his lap.

"I'm sorry." She whispers, closer to him, her head resting on his shoulder. "I'm terrified of the dark." She whispers, a little quieter.

"Why?" he asks, resting his chin on her head.

"I don't know." She says. "I always have been." She sighs.

"I'm afraid of lady bugs." He says. Rachel would have sat up to look him in the face if it weren't pitch black.

"Really?" she asks.

"Really. When I was like, seven or eight, I was helping my mother clear out my dead aunt's attic and she had this really big lamp. I was walking down the stairs and I slipped and all these dead lady bugs fell out of it, all over me. On my face and neck…ugh. It was gross." He shudders.

Rachel shudders as well, because even though she has nothing against lady bugs, she imagines that she would probably have developed a fear of them as well.

"That's nasty." She says.

"Very." He nods.

And they fall into silence again.

A few minutes later they realize that not only does a power outage mean no lights, but it also means no air conditioning.

"I need to take my shirt off." Puck says.

"What?" Rachel asks, the alarm in her voice causing Puck to chuckle.

"Chill out. I'm dying here. I'll leave my muscle shirt on if that'll make you feel better." He says.

"Much." Rachel says, leaning away from him so he can take off the sweater. When his hands land on her back to beckon her back into his arms, she leans forward and once again, rests her head on his shoulder. She puts one hand on his chest and gasps when she feels that it's bare.

"Noah!" she scolds, leaning away slightly, but not moving her hand from his firm chest.

"Look, babe, it's either be half naked, or sit on the other side of the elevator without your body heat." He says.

He has a point. Rachel sighs, and leans back into his embrace, not willing to try to get him to put his shirt back on for fear of him shooing her away to sit in the dark without his help.

"Fine." She says with a huff.

"Ya know…you could take your top off too." He suggests.

"It's a dress." She says, rolling her eyes.

"Even better." He says, one hand landing on her bare knee.

"Get your mind out of the gutter, Noah." She scoffs.

"Get your mind in it." He retorts.

She doesn't offer him the satisfaction of a retort, and instead just rolls her eyes. She tries to think of something else, besides his bare chest resting beneath her hand and his hand resting on her knee, which is for some reason sending little electrical impulses right up to the area between her thighs.

"Distract me." She says.

A few seconds later he asks, "How?"

"Sing to me." She shrugs.

"What?" he asks.

"Sing to me." She repeats, sitting up a little and looking in the general direction of his face.

"What do you want me to sing?" he asks, and she can feel his breath on her face.

"Anything." She shrugs, and now both her hands are on his chest, to keep her from thinking he's going to move away from her.

"Hmm…" he thinks for a moment. "Alright." He says, smiling slightly though she can't see him.

"Never knew I could feel like this,
Like I've never seen the sky before,
Want to vanish inside your kiss,
Everyday I love you more and more,"

His voice is low and gravelly and it gives her the chills, but in a most delightful way. But that might have something to do with how his thumb is tracing circles on the inside of her knee as he sings.

"Listen to my heart, can you hear it sing,
Telling me to give you everything,
Seasons may change winter to spring,
But I love –"

She cuts him off suddenly. She's not sure what's going through her at the moment. She has a feeling it is a combination of his sexy, low voice singing just to her, the fact that he's half naked with her hands on his sexy, bare chest, and the feeling of his thumb that is now tracing circles on the inside of her thigh.

But for whatever reason, she kisses him. At first, she only half kisses him because she has terrible aim in the dark, but then she moves her face in the right direction and they are full on lip locking. He tastes like cookies as well and she likes it more than she would have thought.

She slid her hands from his chest up to his face, deepening the kiss by opening her mouth just a bit.

The hand that's on her back and the hand that's on her knee simultaneously pull her closer, even though it's an awkward angle because she's turned at the hip to face him, sitting bridal style in his lap.

She whimpers when his tongue slides against her bottom lip, and she opens her mouth wider, allowing his tongue entry. He groans, deep and low in his throat and that sound shoots right to her core. She likes that she can make him make that noise. She runs her fingers over his scalp, lightly grazing him with her nails.

He groans again, his hand sliding up her thigh and cupping her ass cheek, pulling her body closer to his.

Rachel gasps and pulls her lips away. She wishes she could see him, but it's still pitch black.

"We…we shouldn't." she whispers.

"We're just making out." He says, though his breath his husky and low, and a major turn on.

She licks her lips.

"I know…but…" she begins but she is too embarrassed to tell him what she's thinking.

Puck smiles and leans his head down slightly, brushing his lips against her neck. "Are you turned on?" he asks, his breath hot on her skin.

Rachel moans softly and nods, feeling her chin brush against his head.

"We can stop if you want to." He says, pulling away.

Her hands slide down to his chest again and she feels his nipple ring beneath her palm. She licks her lips.

"We shouldn't have sex." She says.

He snorts. "We've made out without sex before, Rachel. It's chill." He whispers.

"I know…but…I…If you keep touching me and talking in that tone…" she says, happy for the darkness that's covering her blush.

Puck chuckles and leans down again, kissing her neck once more. He rubs her thigh and squeezes her ass cheek once more while he sucks her neck just below her ear lobe, causing her to whimper and squirm in his lap.

"Like this?" he whispers, making sure to sound extra husky.

"Mmhm." She whimpers.

He chuckles before sliding his hand back down her thigh and then to her knee. He lets just one finger trail up her thigh and when he reaches the hem of her dress, he lets a few fingers dance beneath it, close to her center, which he doesn't know has soaked her panties through.

"Are you…wet?" he asks quietly, his lips brushing against her collar bone.

Rachel doesn't know how to answer him. Sometimes, honestly doesn't always seem like the best policy, but neither does lying.

"Yes." She whispers, bracing herself mentally for what is to come next.

"Can I feel?" he asks, his fingers moving up just a bit.

"Please." She breathes, without even thinking about it.

Puck's breath hitches in his throat and he slides his fingers up her thigh until he reaches her panties. He brushes his thumb against her panty clad core and she whimpers as he groans. She's so wet he can feel it through her panties, and he wonders what color they are.

"What color?" he asks.

"R-red." She whispers. He groans. Picturing Rachel Berry in red panties makes him hard. Well, harder.

"I wish I could see." He whispers, running his thumb up and down her cunt, feeling her squirm slightly in his lap.

"S-stop…stop teasing." Rachel orders feebly, causing him to chuckle.

But he complied.

He pushes her panties out of the way, groaning at how wet she is as his finger slides inside of her.

"Noah!" she gasps, her hips jerking.

"You're so wet." He groans, curling it inside her, pressing his thumb to her clit. She groans, her head leaning against his shoulder, panting in his ear.

He groans, slipping another finger inside her. She's so tight, it's all he can do not to throw her to the floor and fuck her senseless. He continues pumping, curling his fingers, listening to her groan and moan in his ear, making his dick throb almost painfully.

"Mmm, Noah," she groans, her breath hot on his ear.

He increases the speed of his fingers, wanting to feel and hear her come apart in his arms. He feels her fingers squeezing his shoulder and she's thrusting her hips, getting closer and closer to the edge.

He presses his thumb against her clit and swirls it in little circles.

"Oh!" she yelps, throwing her head back.

Puck can feel her cunt tightening around his fingers and he groans as she shudders, moaning loudly throughout her orgasm.

He continues pumping until the shudders subside and as he pulls his fingers out, he runs them down the length of her slit, making her hiss. She's still breathing heavily and his dick is so hard that it hurts. And her sitting on his lap isn't making it any better.

He moves her off of his lap so that she is sitting next to him.

"Wasswrong?" she asks in a groggy voice.

"I have a major boner and you wiggling that cute butt of yours isn't helping it." He says, wrapping an arm around her shoulders so she didn't get scared again.

"Oh." Rachel says quietly, once again happy he can't see her blushing furiously.

He chuckles.

"What?" she asks.

"Nothing." He chuckles. "Just…I told you I had a boner, and complimented your ass in the same sentence, and you just said 'oh'." He says with a laugh. "It's just…funny. Most girls would offer to take care of it." He says.

Just then, there's a buzzing noise and the lights come on, momentarily blinding them both. Rachel jumps up and presses the number 12 button. "I'm not most girls." She says right before the elevator dings loudly and the doors open. She rushes out and then takes a turn that he can't see.

"No, definitely not." He smirks as he stands, still feeling her wetness on his fingers.