"Everyone, at some point in their lives, wakes up in the middle of the night with the feeling that they are all alone in the world, and that nobody loves them now and that nobody will ever love them, and that they will never have a decent night's sleep again and will spend their lives wandering blearily around a loveless landscape, hoping desperately that their circumstances will improve, but suspecting, in their heart of hearts, that they will remain unloved forever. The best thing to do in these circumstances is to wake somebody else up, so that they can feel this way, too."

Lemony Snicket, Horseradish: Bitter Truths You Can't Avoid


"Are you sad?"

She doesn't know why she says it, but when he answers the phone, it's the first thing that comes out of her mouth. She's only ever called him because she wanted something from him: his attendance at a glee club rehearsal or the time she wanted him to work with her on "Run Joey Run." She's never called him just to talk, but she's been tossing and turning for hours and she's tired of being alone, stuck in her own head. Who but Noah would possibly answer her call after one in the morning? Finn might, but she thinks it's a little early in their relationship (given that they haven't yet discussed the specifics of their relationship) for sad, late night phone calls.

He doesn't answer the question, but he sighs into the phone and she hears a faint rustling. "What are you doing awake, Rachel?"

She shrugs, even knowing that he can't see her. "I can't turn my mind off. I thought you might be having the same problem." She doesn't elaborate. but she knows that he, with the exception of Quinn, is the only person who could be feeling worse about today than she is herself. "I thought maybe you'd want to talk about it."

He sighs again. "Why would I want to talk about it? Today fuckin' sucked."

"We should have won," she says softly, even though she knows that isn't what he's talking about. Honestly, she knows she didn't call him to talk about their glee club performance. She thinks he must know too. "Did I wake you?" she asks when he doesn't say anything.

"No."

She lets herself sink a little further down into the pillows she's leaned back against.

"Miss Corcoran - your mom, or whatever," he begins, sounded exhausted. "She was at the hospital. Saw the baby. I don't know how she knew."

"I told her," Rachel whispers. She takes a deep, slow breath. "She told me she wants a family." She doesn't say what she's been thinking since this afternoon. She doesn't want me.

"Yeah." Rachel thinks that might be his way of saying me too, but she doesn't say anything, and neither does he for a long time. "You're prettier than her." He says it off-handedly, like he might tell her that he saw her dads at temple, but she thinks it's his way of trying to make her feel better, so she murmurs a quiet thank you.

They stay on the phone for a little while longer, talking just a bit but not really saying anything. They mostly just sit there. She listens to him breathe, imagines that he's doing the same in his bedroom. And after they've hung up, and Rachel is lying back with her comforter pulled up to her chin, she feels just a little less alone, and she's able to close her eyes and fall asleep.


She's completely disoriented when her phone rings on a Saturday night at the beginning of November. Actually, it's very early Sunday morning, a little after two according to the alarm clock on her bedside table that she nearly knocks over as she fumbles for her phone. She's surprised to see Noah's name on the display; as far as she knows, no one's heard from him since the night before the ATM incident. "Hello?"

"Hey."

"Noah? Are you okay?"

"'m fine. I'm home." She flops back against her pillows and lets out a breath. She was certain that there was something wrong; why else would he call her in the middle of the night? "I got your letter. And your voice mail."

"Oh." She'd called him the day Mr. Schuester had told them what happened; she didn't think he would have his phone, but there was always the chance that he was checking his voice mails. When it became clear that he was going to be gone more than a day or two, she'd written him a letter, updating him on their glee club projects and the football scores (which she didn't care about, but assumed he did) and the new vegan cupcake recipe she'd found that she felt sure he would like just because she was out of things to say that she thought he'd actually want to read.

"Did I wake you up?"

"Yes," she answers simply, sitting up to pull the quilt folded at the foot of her bed up over her body before lying back down. She's cold now that she's awake. "But it's okay."

"Good, 'cause I was hoping I could convince you to bring me those cupcakes tomorrow," he says. She can hear the smirk under the gruffness in his voice.

"You called me at," she glances at the clock, "2:17 in the morning to ask about cupcakes?" she asks disbelievingly. Yes, he's thoughtless and a little ridiculous, but even he wouldn't. "What's this about?"

He sighs. "You're the only one who even tried to call me or whatever," he says after a long silence. "Nobody else would write a stupid letter, but the only messages I had on my phone were from that first morning when no one knew where I was."

He sounds angry, and she thinks she knows him well enough to realize that anger is really the only emotion he's comfortable expressing. She can't imagine why he'd be angry at her for that anyhow. She doesn't know what he wants her to say. "Writing letters isn't stupid," she finally tells him. "They're classic, a basic means of communication. Personally, I think it would be lovely to receive a letter from a friend."

He scoffs. "What century are you from, Berry?"

"I was born in the twentieth century just like you, Noah. We were born the same year," she reminds him, even though she's quite sure it was a rhetorical question. "I guess I just wanted you to know that someone was thinking about you."

He scoffs again, louder this time. "You were the only one."

He will never, ever admit that he's bothered by the fact that no one else tried to contact him while he was in juvenile detention, but Rachel isn't stupid. She can read between the lines of this little conversation, and it makes her heart ache for him. "That isn't true. Just because no one else wrote a letter doesn't mean that no one else was thinking about you."

"Whatever. I'm going to sleep. I'm sorry I woke you up or whatever."

He hangs up before she can say anything, and she's left lying there with her mouth open. She hates to be hung up on, but she supposes it makes sense that he's acting out now. So she just types out a Sleep well, Noah text message and rolls over, tucking one hand under her pillow and dropping back to sleep.


She considers calling him at least a dozen times over winter break, but she thinks that since he was the catalyst for the end of her relationship with Finn, perhaps contacting Noah isn't the best way to go about rebuilding Finn's trust. Instead she just sends him a simple Happy New Year! text message just after midnight. She's sitting up in bed, watching The Graduate and sipping the half-glass of champagne her daddy brought up for her when she gets his reply: fuck 2010.

Honestly, she doesn't disagree with the sentiment.


As happy as she was with her performance of "Firework," and as much fun as she had at Breadstix watching Kurt and Blaine sing with The Warblers, being alone on Valentine's Day still isn't ideal. So once she's home and wearing flannel pajama pants decorated with pink hearts and sitting curled up on the chair in the corner of her room, she gives up on reading ahead in Huckleberry Finn for English like she normally would and instead flops down on her bed and reaches for her phone.

"'Sup, Berry?"

"I think I hate Valentine's Day," she tells him seriously. She's a bit annoyed when he laughs at her. "I guess a romantic like you can't understand that," she says sarcastically.

"Hey, I can be romantic."

She laughs a little. "Yes, singing a song about overweight women to the girl you're trying to sleep with is commonly considered the epitome of romance." Sure, she'd high-fived him after that performance because the song is excellent and he sang it well, but it's possible that he chose the single worst song on the planet to serenade a girl with.

He scoffs. "All right, so that was kind of a a fuck up, but I sang an awesome song to you last year."

She stands with a smile on her face and starts moving around, turning off lights before crawling into her bed. "'Sweet Caroline' is a lovely song."

"Fuck right." She doesn't even comment on his vulgar language; she knows it's a waste of energy. "So what's your beef with cupid day?"

"It just reminds me of what I screwed up," she says softly, toying with edge of her quilt. "I was supposed to have a valentine this year, but I ruined it. He lied, but I cheated."

He doesn't say anything for a long time, and she wonders if it's because he feels guilty about what happened. "Y'know, I told Finn that I was going to stay away from you."

"What?"

"After we did 'Need You Now' for glee club. He knew you did it to make him jealous, and he asked me to leave you alone or whatever."

"So, he doesn't want me, but he doesn't want anyone else to have me?" she asks incredulously.

"I think he just doesn't want me to have you." He says it so matter-of-factly that she can't help laughing a little.

"So, are you going to keep your word?"

"We're just talking, Berry, and not very often. I'm trying to get with someone else. If Finn has a problem with this, he's a bigger idiot than I thought."

"That's a terrible thing to say."

"It's the fuckin' truth, Rachel, and you know it."

She just lets out a breath. She still loves Finn. She's still in love with Finn, and whatever else has gone on doesn't change that. He doesn't want to be with her, but she still wants to be with him, and she's going to try hard to make the most of her time while she waits for him to realize that he's wrong.

"We can still talk or whatever," Noah says when she's been quiet for a few moments. "And, like, don't freak out, 'cause then he'll go back to hating both of us, but it's not like we have to advertise it."

"Okay," she agrees with a little smile. She reaches over and turns off the lamp on her bedside table. "How was the rest of your date with Lauren?"


In the days leading up to junior prom, Rachel actually finds herself getting excited about the whole thing, even if she is going with Blaine (just as friends) instead of with Finn like she thinks she should. And the night is lovely. Her dress, deep blue with a halter neck and a low back, looks perfect and makes her feel beautiful. Her date is a perfect gentleman. (Really, the only way Blaine could ever be improved is if he was straight and in love with her.) She has the opportunity to dance and laugh with Mike Chang when she and Tina switch partners, and she has so much fun that she almost forgets that she isn't here with Finn. She almost forgets that Finn is even in the hotel banquet hall at all, an enormous change from the days when she felt like she always knew exactly where he was. It's nice to not think about him.

Right up until he's crowned prom king alongside a quite smug-looking Quinn.

Coronation takes place just before the final dance of the evening, so she just bites her tongue and tells Blaine she's fine when he asks. They dance to "Need You Now," the poorly chosen theme song, before they leave with Mercedes and her date, Alex, and meet up with Kurt at Steak 'n Shake where she picks at an order of french fries.

She makes the excuse that they're really the only vegan-friendly option on the menu, but the truth is, her stomach is lurching a little and she doesn't really want to eat anything.

She's sliding back into the passenger seat of the classic car Blaine drove them in when she feels her phone vibrate in her clutch. Noah's text reads heard about queen quinn. you good? She realizes that part of her has been waiting for him to send her something like this all day and answers I'll be home in ten minutes. Can I call you?

She's disappointed that he doesn't answer, but it bothers her less than seeing Finn and Quinn standing on stage being perfect, and if Blaine doesn't believe her when she says she's fine, he doesn't press the issue. He walks her to the door like the gentleman that he is, kisses her cheek, and tells her she was beautiful and to sleep well. She's in her closet, putting her heels on the shelf, when her phone buzzes again.

come let me in

She half-runs down the stairs in her bare feet, her dress gathered in one hand so she doesn't trip and fall and break her neck, and when she pulls open the front door to see him standing there in jeans and a gray tee shirt, he just blinks at her for a second. "Damn, Berry."

"Shh." She presses one finger to her lips to tell him to be quiet, then grabs his hand to lead him upstairs to her room. "Thank you," she finally says when they're in her room with the door closed. The room is fairly dim, lit only by the lamp on her bedside table and the light coming through the half-open bathroom door. Before his message, she was planning to pulls the pins out of her updo, wash her face, and crawl into bed to cry herself to sleep. Really, even though she knows it's pathetic. She stands awkwardly next to her dresser while Noah looks at her. "What?" she finally asks.

He shrugs. "'s'a good dress," he tells her, his eyes moving up and down her body again.

"You aren't going to be too upset if I take it off? If I change into pajamas," she amends when his lips quirk up and she sees that gleam in his eye that means he's about to say something inappropriate. She steps into the bathroom before he can say anything, and when she comes back out in a pair of cotton pants and a tank top, he's taken off his shoes and is lying across her bed, staring up at the ceiling.

He glances over at her when she sits on the edge of the bed next to his legs. "So, how was prom?"

"Fun, mostly," she answers honestly, pulling her legs up so she's sitting indian-style and reaching up to start pulling the pins from her hair. "Up till the end, really."

He smirks, but it looks almost conspiratorial. "You aren't surprised that Quinn got her way."

"No," she answers, even though it wasn't a question. "It just bothers me more than I'd like."

"You might as well get over it," he says flatly. "Quinn Fabray is always going to get what she wants. Always," he emphasizes. "No matter what anyone else wants." He's not looking at her, still looking up at the ceiling as if there's something interesting there.

She tugs the last pin from her hair and lets out a little sigh, massaging her tingling scalp. She didn't realize just how tightly her hair was pulled up before. She doesn't really want to talk about Quinn or Finn or prom any more, so she doesn't say anything. Now that Noah is on her bed beside her, it's strange. The last time he was on her bed, her tongue was in his mouth and she was still Finn's girlfriend. It's been months since then, and this is still strange, still uncomfortable.

"Why are you here?" she finally asks when she can't stand the quiet any longer.

"'Cause you said you wanted to talk and I wasn't doing anything." He reaches over and tugs lightly on the ends of her hair, curled and kinked a little from being twisted up all night.

That's true, but now that he's here, she doesn't know what to do with him, doesn't know what to say. It's different than it is on the phone. They're in the same room, sitting on her bed, and something about it makes her not want to talk about Finn or Quinn or prom or any of it. "I'm just exhausted," she says after a while, but it isn't just that she's tired.

"You want me to go?" he offers, looking at her with raised eyebrows.

"Not really," she admits, picking at the hem of one of her pant legs and smiling when he grins at her. "Would you like to watch a movie?"

He agrees, and they find some ridiculous Adam Sandler movie playing on one of the movie channels (after she firmly vetoes viewing anything on Cinemax). They sit back against her headboard and watch without really talking, and after the movie is over, she walks him down to the front door and says goodnight.


She's exhausted when she finally gets back to her bedroom after Nationals. It was a long, disappointing weekend followed by a sleepless flight and an uncomfortable bus ride back to Lima, and she truly wants nothing more than to crawl in bed and sleep for two or three straight days. She drops her suitcase on the floor and drapes the garment bag holding her dress over the back of her desk chair; normally she would put everything away, sort her dirty laundry and make sure that all of her toiletries had made the journey safely, but she just can't bring herself to care today.

It's probably weird, but when her phone rings later and wakes her from her nap, she doesn't have to look at the display to know that it's Noah.

"The way I see it," he begins when she answers, "Schue's little sobriety contract is totally expired now, and I'm pretty sure the only person who needs a drink more than me is you."

"Noah, all I can think about when I think about drinking is being thrown up on in front of the entire school."

"Well, I'm not going to fucking puke on you, Rach, so get over it. Your dads are out, right?"

She sits up and glances around her room warily, as if she'll be able to see him watching her. "Are you stalking me?"

He scoffs. "When will you figure out that I just know things?"

"It's creepy."

"Whatever. I have a fifth of vodka with both our names on it. You in?"

She considers it, weighs the cost versus the benefits and does a mental inventory of the contents of her refrigerator, then says, "The front door is unlocked."

"What the hell was he even doing there?" she demands. She's two drinks in and such a lightweight that she's has a heck of a buzz going. It isn't at all surprising that the conversation has turned to Nationals, though they aren't talking about their performance or any of the other teams. No, they're talking about Jesse St. James and how he had the audacity to show his face at the concert hall and to ask Rachel if they could talk. She had refused, flouncing away in a swirl of purple fabric to hide with Mercedes in New Directions' dressing room, pretending that she didn't want, desperately, to know what he had to say.

Noah smirks at her from his place leaned back against her headboard. "Being a douche."

"I'm serious," she insists, looking at him earnestly. "Why would he be there? He's in college! Isn't he supposed to be over all of this? Not to mention that he was on the wrong side of the country!"

"He's a pathetic douche," Noah offers, making her roll her eyes. As if he can't come up with something more original; she knows better than that. In fact, Noah comes up with some of the most original insults and curses that she's ever heard, a skill she's sure he's honed with quite a lot of practice over the years. If it wasn't half-disgusting, she'd probably be proud of it. All right, so she is kind of proud of it, but she's not going to tell him that because it is half-disgusting.

She notices that his glass is empty, so she grabs the vodka from it's place on the carpet next to the end of the bed where she's sitting and points to him with the bottle before she opens it. "He is a pathetic douche," she agrees, screwing the cap off the bottle on which Noah had actually written Puck and Berry in green Sharpie and pouring a measure into his glass.

Actually, she doesn't think Jesse is pathetic at all. He's at a great school in a great city, and she's sure that he's going to do great things if he can ever manage to find his heart and use it instead of just resting on his talent. They had a connection, a bond that wasn't like anything she'd had with anyone else before - right up until the moment that he broke her heart. He understood her drive, understood her determination and her single-mindedness. He knew what it felt like to be the most talented person in the room.

And he also knew exactly what to do to smash her heart into a thousand little pieces.

"I was going to lose my virginity to him," she tells Noah, completely shameless thanks to the wonders of vodka, and when he lets out a snort, she isn't even offended. "The same night that Santana spread her legs for Finn, actually."

"That's fucked," he says simply, his gaze on the cranberry juice he's pouring in his glass. "Rach, are you even sure he's straight?"

She glares at him. "It's incredibly offensive that you question his sexuality as a way to undercut who he is as a person."

"Come off it, Berry. It's not even like that," he tells her seriously. "I'm just not totally convinced that the dude isn't playing for the other team."

She just rolls her eyes, drains her glass, and flops back onto the bed with a dramatic sigh. "I hate boys."

"'S'cause you need a man, baby." His hand lands on the top of her bare foot and slides upwards, pushing under the hem of her pajama pants until his fingers are curved around her ankle, his thumb brushing the skin there.

"Oh, shut up," she groans, twitching her foot so he'll stop touching her. "I'm drunk."

"Mmm."

She sits up and sees him leaned back against her headboard with his eyes closed, and she has no idea why they're here, sitting together on her bed. Drunk. It just doesn't make sense that he's here with her instead of out with friends or seducing a freshman Cheerio out of her spankies. She should be curled up with a box of tissues and The Way We Were. She just doesn't understand, and she's opening her mouth to ask him what exactly he's doing here when he speaks and effectively shuts her up.

"I saw Miss Corcoran." He opens his eyes and watches her blink at him for a moment while she thinks about the woman's name. Rachel never knew what, exactly, to call her. Miss Corcoran felt too formal, Shelby too familiar, Mom too...too. "Sitting in the audience. By herself."

She doesn't want to ask, but she can't help herself. "When?"

He lets out a breath. "Awards ceremony. You didn't see her?" She doesn't say anything, just presses her lips together and looks down at her hands, now folded in her lap, and she hears a dull thud when he lets his head drop back and it hits the headboard.

"I'm not drunk enough for this," she murmurs, but she doesn't bother to reach for the vodka, lying neglected on the bedspread. She really just doesn't want to know that Shelby was there and didn't bother coming to find Rachel. She doesn't want to think about what the woman means to both her and Puck, this bizarre connection they share that she finds more weird than anything else.

They stay there like that, their heads at opposite ends of the bed, until they both fall asleep, and she wakes up alone the next morning, covered with the throw blanket that had been folded on the bench at the foot of her bed, the vodka stashed under her pillow.


Finn invites himself to her house one morning near the end of August, when the beginning of their senior year is just days away. He tells her that he misses her, and that while he loves Quinn, it just isn't the same without Rachel in his life. It reminds her so much of the way they were when glee club first started that it makes her chest ache; at least part of the reason that it hurts is because she knows that she's going to fall for the whole thing again, and she's going to hate herself for it. She just loves him so much, in spite of all his flaws. Part of her will always love him, she knows, but this is different.

She thinks that Finn truly wants everyone around him to be happy, and he doesn't want to hurt anyone. His refusal to leave Quinn or to let go of Rachel is just going to hurt all of them in the end, but it's like he can't see the big picture, even though they've all been in this exact same place before. He didn't come out as the bad guy before is because Quinn had lies of her own, but Finn has never been completely innocent. He's lied and cheated and coerced and been flat-out manipulative, and Rachel is beginning to see what Noah means when he says that Finn gets everything.

She listens to what he has to say, sitting on the porch swing outside of the back door at her house, watching the morning haze burn off as he tries to remind her how good they were together, as if she's forgotten. As if she could forget if she tried.

"You should go," she says, standing abruptly when he starts talking about the day last summer that they spent in Cleveland at the Rock and Roll Hall of Fame. It was an amazing day, one of her favorite memories of their relationship, and it makes her feel physically sick that he would bring it up in an effort to convince of...whatever. It doesn't matter. He's still with Quinn. She repeats that to herself - he's still with Quinn, he's still with Quinn - as he walks around the side of the house.

She spends the rest of the day trying to distract herself, but still obsessing over the entire thing. Her vocal coach mentions that she seems to be somewhere else, which she blames on the heat, and her fathers bring up her preoccupation at dinner. Though they don't know about everything that happened before Finn and Quinn broke up the first time, her fathers are aware of the way her relationship with Finn ended in December and what's happened since, so she tells them about his visit that morning. Unfortunately, they don't give her any useful advice, just remind her that she doesn't need anyone and tell her to follow her heart.

They don't realize that those two things are contradictory or that following her heart will turn her into "the other woman." Again.

She's frustrated and restless, and even though it's already dark and it's sickeningly humid outside, she decides to go for a walk, not bothering to tell her fathers that she's leaving since they're already asleep and she knows they'd forbid it. Lima is safe, but they'd be completely against wandering around in the middle of the night.

And an hour later, she just shakes her head at herself when she's standing at the end of the Puckermans' driveway, looking up at the dim light of Noah's window. She calls him, feeling a little guilty when she hears the sleep in his voice when he answers. "Can I come in?"

He opens the door wearing nothing but a pair of gym shorts, and she knows that she's blushing when she follows him up the stairs in the silent house. She closes his bedroom door behind her when he flops down on the unmade bed, leaning back against his headboard and looking at her. "Finn told me he talked to you," he says after a minute.

For some reason, she feels guilty. She perches herself on the end of his bed when she sees that his desk chair is piled with laundry that may or may not be clean, folding her legs and fiddling with the hem of her denim shorts. "I want to hate him," she murmurs.

"He didn't tell me what he said," Noah tells her softly. "Just that he talked to you. I kind of figured I'd hear from you."

Another wave of that inexplicable guilt washes over her - she can't think of what she's done to feel guilty for, but feels it nevertheless - but she starts talking, telling him what Finn said as he sits with his eyes closed. He's being so still and quiet that she isn't even sure he's still awake, but his eyes open and focus on hers when she says, "I told him to leave."

"You told him to leave?" he repeats, and she thinks he might grin for just a split second before he says, "Good for you, Berry."

"I don't want to do all of that again," she says quietly. "The lying and the not feeling good enough."

"He's a jackass for expecting you to."

"I still love him," she whispers, looking at the poster above his head instead of looking at Noah. "I'm so ashamed of myself, but I still love him."

Noah doesn't say anything, and even though she's sitting in his room, on his bed with her bare knee touching his ankle, she feels incredibly alone in all of this. Talking to him was supposed to make her feel better about this entire situation, but now she's not only confused and frustrated, she's humiliated and guilty all over again, just like she was two years ago.

They sit in silence for nearly twenty minutes, until Rachel stands up and walks out of the room without a word, closing his door softly behind her.

She glances back at the house when she gets to the sidewalk and sees that his bedroom is dark.


She sends him a congratulatory text message when the Titans win their first football game of the season.

He doesn't reply.

It bothers her more than it should.


In the way that is typical of high school, Quinn and Finn take Homecoming Queen and King in October, and they break up a week later after Sam sings Quinn a song in glee club and announces to the room that she's been cheating on Finn since July.

Rachel thinks, not for the first time, that Quinn should really give up her good Christian girl persona and just embrace the lying, cheating slut that she is. But she isn't surprised and she keeps her thoughts to herself because they don't matter; like Noah said, Quinn Fabray will always, always get what she wants.

She ignores her phone when Finn starts calling her because she refuses to do this again. Yes, she loves him, and yes, she wants to be with him, but she isn't going to be his rebound. Finn has been wrapped around someone - Quinn, then Rachel, then Quinn again - for as long as they've really known each other, and the rational part of her brain knows it's a bad idea to get involved in all of that again.

Her resolve wavers when he shows up at her front door with a bouquet of pink tulips and tells her he "just wants to talk."


She gives Finn her virginity on New Year's Eve when her fathers are out of town for a party, and it's almost exactly how she always pictured it. There are candles and romantic music and a carefully chosen nightie over lace panties. He's sweet and gentle, whispers iI love you/i and kisses her forehead when he slips into her the first time and she gasps at the sharp pain. He comes and she doesn't, but she's read that it's normal for the first time, so she doesn't think too much of it.

Afterwards, when she's lying on her side with her hand under her cheek and Finn's chest pressed to her back as he sleeps, she catches herself thinking about how she celebrated the beginning of 2011, with half a glass of champagne and an old movie and an inappropriate text message from Noah, and it surprises her that she thinks this year is only a little better.


Taking Nationals is without a doubt the best day of her life, and in the midst of all the hugging and celebrating and cheering on stage, she even finds herself wrapping her arms around Santana Lopez. And yes, it's weird, and when they both realize, they pull apart and pretend that it didn't just happen.

Noah sweeps her into a tight hug, pulling her against his chest with a hand splayed over the middle of her back. "You're the fucking star, Rachel," he says lowly into her ear, his mouth hidden from everyone else on stage and out in the audience by the fall of her hair.

He lets her go and moves across the stage to perform an elaborate handshake with Artie before she can process his words enough to formulate a response, but something expands in her chest. It's out of place, but she realizes that she hasn't spoken to him outside of school since before the school year began.

It's been far too long.

Later that night, after their curfew and when Brittany, Rachel's roommate, is sleeping with her arms wrapped around her stuffed hippopotamus, Rachel locks herself in the bathroom and calls Noah.

"Hey," he answers.

"Hi. How do you feel about breaking curfew?"

He scoffs. "Seriously? You have to ask?"

She's smiling when she says, "Meet me at the elevator," then hangs up without waiting for a response.

They don't go anywhere that they could actually be punished for - she is still Rachel Berry, and she's not going to get in trouble for the first time two weeks before graduation - just downstairs to a quiet, empty corner of the lobby next to a window that looks out on the nearly empty Chicago street.

"Today was amazing," she says, curling into the corner of an insanely uncomfortable couch.

Noah flops onto the other end of the couch with a grimace. "That's 'cause we fuckin' killed it." He looks at her seriously for a moment. "You killed it."

There are a dozen different things she could say, things she's been thinking about all evening. Finn was amazing as male lead today, and though Sunshine has a gorgeous, powerful voice, the rest of Vocal Adrenaline wasn't up the the same standard as they've been in past years, while New Directions was in top form. Their only other real competition had been a choir from a town in Northern California, but while their singing was near-flawless, their dance moves were inferior. She's spent most of her life critiquing performances, and that's at least part of what she'd intended when she called Noah, to have a somewhat captive audience to listen to her say all the things that have been swimming around her head all evening.

Instead, she asks, "Can we be done avoiding each other?" because that's been floating around in there as well. She doesn't really mean to say it, so she looks down at her hands, focusing her attention on her fingernails, painted deep red like the rest of the girls'.

"What about Finn?" he asks after a moment.

She looks up at him, sees him watching her carefully, and shrugs. She doesn't know how to answer him because she hasn't thought about Finn. She's being selfish, like usual, and asking for what she wants. But really, she's stayed away from Noah for months, and she misses him, and she thinks it's silly anyhow. Finn shouldn't dictate who her friends are, especially not when they're so few and far between for her.

He shakes his head. "Rachel-"

"I miss you," she interrupts. She isn't saying it to get her way, she's saying it because it's true. Their friendship is strange and sporadic, and maybe she shouldn't even use the word friendship, but she misses him. She misses the way that he listens to her and then tells her the blunt truth, even when it hurts. She misses hearing him say something beyond his usual innuendos and insults, and it all sort of hit her at once this afternoon.

He stands abruptly, and she knows her eyes are wide when he looks down at her. "I can't do this," he says flatly. "It's just-I can't."

She thinks she sees something in his eyes like sadness, but he turns and walks toward the elevator bank before she can be sure, leaving here there in a hotel lobby in the middle of the night.


Kurt is sitting in the next room when she and Finn agree to go their separate ways in July, an amicable end to their relationship. They've been drifting apart since spring break, both distracted by Nationals and college applications and finals and all of the stuff that comes up at the end of high school, and they agree that it's silly to waste their last summer at home pretending that they're still in love.

She swears she can hear Kurt texting the news of the breakup to Mercedes even when Finn is pulling her into a hug at the door, and Rachel knows that the news will be all across Lima in a matter of hours. She doesn't really mind; it'll save her having to actually tell anyone that she and Finn are over, and she actually trusts Kurt enough now to know that he won't be the one to sensationalize the story. (She expects that twisted joy will fall to Quinn or Santana.)

It's after midnight when her phone beeps on her bedside table, pulling her out of her doze, and she smiles because she knows it has to be Noah.

way to get rid of the dead weight berry

That isn't a very nice way to talk about your best friend.

whatever. wanna go to the lake tomorrow?

Call me in the morning with the details. Good night, Noah.

She's fairly certain that she falls asleep with a smile on her face. It feels good to be able to call Noah her friend again, and she knows that's exactly what that short little conversation was all about.


She can't sleep.

It's not the anticipation she's supposed to be feeling that's keeping her awake, but terror, true, honest fear.

There's a U-Haul trailer in the driveway hooked up to her daddy's SUV, and it's loaded with everything she's going to need in her dorm room at NYU.

NYU.

Tomorrow she's driving to New York City. It's the beginning of everything she's ever wanted, and she's scared out of her mind. It doesn't seem to matter that she's as well-prepared as possible. She's spoken to her roommate, a girl named Katie who seems sweet and reasonable and sane, and she's purchased and packed everything on her dorm room checklist. She and her fathers took a weekend trip to the city back in June so she could get to know the campus, so she's fairly certain she knows where she's going. She's confident in her talent and her worth ethic and her determination to succeed.

So why is she so scared?

She gives up on trying to turn her mind off and just lies there in the dark, looking up at the ceiling above her bed and thinking about how it's going to be months before she falls asleep with this same ceiling above her.

And the moment that she catches herself thinking, Maybe it would have been better if I'd decided to stay in Ohio, she sits up and grabs her phone, dialing Noah's number almost out of habit.

"Aren't you supposed to be getting your beauty sleep so you can take New York by storm tomorrow or whatever?" he asks when he answers. She can hear the sleep in his voice under the teasing.

"I can't turn my mind off," she tells him. "Will you come over?"

"Yeah," he says, not asking any questions. She can hear him moving around through the phone. "Fifteen minutes."

She's sitting on the front steps when he pulls his truck into the driveway. He's laughing as he walks up the sidewalk, tossing a bag of berry Skittles - her favorite - at her and asking, "What the hell are you wearing?"

It's hot and she was in bed, so she's in a pair of tiny pink satin shorts and a white camisole edged in lace. She doesn't see a problem with what she's wearing other than the fact that it's probably not wise to sit outside dressed this way. "Pajamas. What's so funny?"

"Nothing," he answers, looking her up and down when she stands. "It's just not what I expected." She lifts an eyebrow. "It's hot, Berry."

She just rolls her eyes and leads him into the house, neither of them speaking until they're in her room with the door closed so they don't disturb her fathers. Besides, they ask enough questions about her friendship with Noah without catching him in their house at one in the morning.

He flops down on her bed like always, pushing at her pillows until he's settled comfortably against her headboard, watching as she starts pacing the floor in an effort to rid herself of some of this ridiculous nervous energy. "What's up?" he asks, watching her with interest.

"I'm scared," she tells him simply. "Not of New York or school or having a roommate or not succeeding, but I'm scared of leaving."

His hand shoots out and snags her wrist, pulling her to a stop, and when she looks down at him, his eyebrows are knitted together. "The fuck are you talking about?"

She sighs when he tugs her so she's sitting on the bed beside him. "I've been in Lima my whole life. It's been years since I've walked into a classroom where I didn't know everyone, even if they all hated me. It's just so easy to be here." She knows she isn't articulating her feelings well, because she's almost making it sound like she wants to stay - which she doesn't - but she doesn't know how else to say it.

"That's such bullshit, Rachel. You are not afraid of things that are hard," he says seriously, and just a second later he realizes his own unintentional innuendo and grins at her. "You can't stay here."

"You are," she counters, feeling guilty immediately. She knows the only reason he's attending classes at OSU's Lima campus instead of moving to Columbus is money, and it almost makes her feel guilty about the college fund her fathers have been able to pay in to monthly since her conception.

"You're better than me," he says, shrugging one shoulder.

"Noah. That isn't true."

He shrugs again, letting go of her wrist and settling back against her headboard again. "Yeah, you are." He tugs away the bag of Skittles she still has clutched in her hand and tears off the corner. "I guess change is scary though, so it makes sense."

She watches him throw a handful of candy in his mouth. "I'm going to be all alone."

"We all are," he says carelessly, holding the bag out to her.

She shakes a few candies into her hand, chooses a pink one, and pops it in her mouth. "You're still living at home," she points out. "I'm moving to a city where I literally know no one."

"You're a better people person than me."

She doesn't bother to correct his grammar, just sits there watching him sitting on her bed in her nearly empty room. They've spent more time together this summer than they ever did before, because neither of them had Finn hanging over their heads. She knows him better than ever before, and she thinks that he might know her better than anyone else, better even than Finn. The thought of not seeing him every day is strange, and that in itself is strange since it's only been true for the last month or so.

"I'm going to miss you," she tells him evenly, handing him the bag of candy again.

He rolls his eyes, grabbing her arm and pulling her across the bed until she's sitting up beside him. "Don't get all sappy on me, Rach." He drops his arm over her shoulder and shakes a few more Skittles into her hand. "I'll still be here when you get back."

When she finally manages to fall asleep, she's on top of the bedspread tucked against Noah's side. He'd assured her that he could help her fall asleep, then proceeded to launch into a recap of the last baseball game he'd watched. That combined with the way he'd been combing his fingers through her hair had done the trick, and she sleeps soundly until just before six, when Noah slipping away from her pulls her back to reality.

"I'm gonna go so your dads don't flip shit when they find me in your bed," he tells her, kneeling next to the bed.

"I'll walk you out," she insists, trying to sit up even though he has a hand on her shoulder holding her down.

"Go back to sleep." He leans forward and brushes his lips against hers, just gently. "Don't be scared, Rachel."

She watches him stand and walk toward her door, shoes in hand. "Thank you, Noah."

He just smiles at her, then closes the door quietly behind him when he goes.


Katie finally goes to visit her boyfriend in Philadelphia for a weekend in mid-October, and Rachel is so grateful to have the room to herself that she plans a quiet weekend in. The sweet, sane girl she talked to on the phone in August turned out to be an inconsiderate, thoughtless, irritating bitch (Rachel lets herself think the word) to rival Santana. Rachel had always imagined that having a roommate would be difficult, and like every other college freshman, she's read plenty of roommate horror stories, but this isn't exactly what she'd expected.

But she's tough, tougher than she gets credit for, and she knows she's going to make it, even if she's going to embrace her first weekend alone in her room instead of going out with a couple of girls from her English Composition class like she'd planned before Katie had announced her intention to leave.

She's curled up in her little twin-sized bed, dozing off as she watches Ever After when her phone buzzes on the mattress next to her pillow and startles her. She's a little surprised when she sees Noah's name on the display; they've kept in touch a bit since school began, but primarily through email and text messages, and the last time they spoke to one another at this hour was in her bedroom before she came to school.

"'Sup, Berry?" he asks when she answers, his voice just a tiny bit slurred.

"Are you drunk?"

"Yup." He sounds almost like he's smiling. "Finn came home for the weekend and my mom's on nights and Abby's at one of her friends, so we got drunk and played CoD."

"Sounds productive," she laughs. "Finn didn't drive home, did he?"

"Nah, he's passed out on the couch. Hey, did I wake up your roommate?" he asks, sounding excited at the prospect. She may have sent him an email or two (or a dozen) detailing Katie's antics and outlining exactly why she's the worst roommate on the planet.

"She's actually gone for the weekend."

"Seriously? So you're all alone?" Rachel hums her agreement. "Shit. What're you wearing?"

"Noah!"

"What?" he asks, completely shameless. "It's been a while. Sue me. And I miss you or whatever."

She tries to ignore how much she likes hearing him say those words. "You haven't had sex in a while and you miss me 'or whatever,' and that somehow equals phone sex?" she laughs.

"Fuck," he groans. "Don't say phone sex if you aren't going to say dirty shit and come in my ear."

She's lying alone in a dark room behind a locked door where no one can see her or hear her conversation, but she feels herself blushing. "Noah, please."

He lets out another groan and mutters something under his breath about her begging, but then huffs out, "Fine. I do miss you though."

"Yeah?"

"Yeah. Being here alone just fucking sucks, you know?"

"Finn is passed out on your couch," she points out.

"You know what I mean."

She does, and it breaks her heart a little that he's drunk dialing her to talk about feeling alone. She knows what that sort of loneliness feels like, and she isn't sure it's the sort of thing Noah's really dealt with much in his life. He's always been popular, the center of attention, and to go from all that to where he is now must be quite a shock.

"It's not forever," she finally tells him, speaking softly. She grabs the television remote and clicks off her paused movie, plunging the room into near darkness, the only light coming from the glow of the girls' alarm clocks. "You'll make it to where you want to be soon."

He lets out a breath. "Do you ever feel alone in New York?" He laughs a little. "I mean, I know you're living your dream or whatever, but do you ever just feel like you're all by yourself?"

"Oh, Noah." She kind of hates that he's bringing this up because it's not something she likes to think about. She loves school, and she's made friends through classes and living in the dorms and the ballet class at her new studio; life is really, really good right now, and she wants to focus on all of that. But...she's always been lonely. When she was young, she thought it was because she didn't have a mother or any siblings. As she got older, she thought it was because she didn't have friends, and then because she didn't have a boyfriend.

She's given up on trying to explain it. "Yes," she says after a long moment. "Sometimes I feel like I'm all on my own and it'll always be that way."

"It fuckin' sucks."

"It does," she agrees, rolling onto her her side and looking at the white painted cinder block wall to her right. "Tell me what's going on at home. You woke me up, so entertain me, Puckerman."

He laughs, then proceeds to tell her about how much he hates his math class, how his mom baked six dozen cookies for the temple bake sale and refused to give him even one, and how Sam told him that he and Santana are trying the relationship thing again a third time. They talk for over an hour, and by the time they hang up, Noah is nearly sober and Rachel thinks she's going to fall asleep with the phone in her hand and his voice in her ear.


Her fathers come to New York for Thanksgiving, so the first time she goes back to Lima is the same day as her last final. As much as she loves New York - and she does love New York - Lima is home and it feels good to be back, better than she'll probably admit.

She's exhausted from a week of finals and her flight, so she showers away the plane smell and crawls into bed, deciding that she'll worry about catching up with everyone tomorrow.

She can tell that it's late when her buzzing phone wakes her; houses just sound different in the middle of the night when everyone is sleeping then they do in the middle of the day when you're just home alone, and even closed in her bedroom, she can hear the difference.

She doesn't bother to open her eyes and look at the display before she answers. She knows who it is. "Hi, Noah."

"You suck."

She lets out a little noise that she knows is pathetic, but she's half-asleep and can't stop it. "Why?"

"You come home for the first time in months and don't even call me? What the hell, Berry?"

"I haven't called anyone," she counters. "I'm so tired, I just showered and went to bed. I was going to call you tomorrow morning." It's the truth. Noah is the person she's most looking forward to seeing, which is so radically different from what she would have expected a year ago that that it makes her smile. He doesn't say anything for a while, and she snuggles down into her comforter further. "Noah, are you pouting?"

"Fuck no. I just wanted to make sure you made it home or whatever," he says quickly.

"Right."

"You should come over here," he says abruptly. "It's not even midnight."

She sighs a little. "I'm terrible company right now. I'll just end up falling asleep on your bed."

"That's okay."

He sounds like he really means it, and she thinks that it probably genuinely did hurt his feelings that she didn't call him as soon as she got back into town, particularly considering that she'd essentially promised to do just that in an email she'd sent him between studying for her finals. "Fine." She pushes back the covers and shivers a little as the cool air in the room hits her bare legs. "I'll find clothes and leave a note for my dads, and then I'll be there."

"Cool. The front door's open."

She pulls on a pair of jeans and an NYU sweatshirt, then writes a brief note so her fathers don't wake up and wonder where she went. She's an adult, so they don't care that she's not at home, but they're still her parents and they still like to know where she is. She doesn't bother with a coat since it's such a short drive, but she ends up regretting it when she shivers the entire way. It's Ohio in December, and she should really know better.

She lets herself into the Puckerman house, locks the door behind her, and tiptoes up the stairs so she doesn't disturb anyone. She likes this house; it's a home that feels lived in, with a bit of the clutter and messiness Rachel imagines is inherent when you have a teenage boy and a tween girl. The wall beside the staircase is lined with family photos that she's always wanted to take the time to really examine, though she never has and doesn't now. Instead she just walks to Noah's room, taps twice lightly on the door, and pushes it open.

He's sitting on the edge of his bed in sweats and a plain gray tee shirt with his guitar across his lap. The room is dim, lit only by the lamp on his bedside table. He stands up when she pushes the door closed behind her, sitting his guitar in the corner and crossing to pull her into a hug. "Hey," he says against her hair.

"Hi."

His hug feels wonderful, and she thinks that in itself is strange. While they've certainly had physical contact over the years, their friendship as it has been for the last while isn't very physical. After hearing more than once from Finn that he felt like she was smothering him, she's become less demonstrative with her affections, and Noah tends to only be affectionate if nudity is involved. But she's standing here with his arms wrapped around her and her cheek pressed against his chest so she can hear his heartbeat in her ear.

"You look good," he tells her, pulling away and reaching out to tug at the end of the braid she has pulled over her shoulder.

She laughs. "I look awful," she argues. Her face is bare, and she'd braided her hair while it was still wet and then fell asleep on it, so she knows it's not looking the best.

He just shakes his head at her, grinning. "I can' t believe you actually came over here."

"You guilted me." She steps out of the ballet flats she's wearing, pushing the toes just beneath the edge of his dresser, then pulls her keys out of the pocket of her sweatshirt and sets them next to his. "Is your mom home?"

"Nights," he answers simply. "Abby's at Nana's."

She sits on the end of his bed, her usual position, and crosses her legs, watching him sit back against the headboard. "Your last final was today, too," she remembers. "How did it go?"

He shrugs. "Fine. I thought college would be harder."

"Next year. You'll be at OSU proper, and that's sure to be more challenging."

"Maybe." He shrugs again. "I'm kinda not sure about OSU."

"What do you mean?"

"I don't wanna be in Ohio," he says bluntly. "And I'm spending a year here busting my ass for a good GPA and and trying to save money for what? So I can go to a school two hours away? It's kind of stupid."

Well, when you put it like that. "So what do you think you want to do?"

"I've been thinking about some other schools. Nashville, or maybe New York." He grins at her. "I dunno. We'll see what happens."

"I think that sounds great," she tells him, and she means it, even if she is stifling a yawn. "You're a guy who can do anything he really wants to do." He just shakes his head at her. "What?"

"I didn't think you'd actually fall asleep," he admits, chuckling.

"I told you!"

"Well, I thought you were being dramatic." He laughs at her when she glares, then stands up and grabs her hand, tugging her so she's standing next to the bed.

She watches him push the pillows around and flip the blankets down. "What are you doing?" she asks when he pulls his tee shirt over his head.

"Going to bed." He tugs at the drawstring on her sweatshirt. "You gonna sleep like that? Jeans are kind of uncomfortable."

"Noah!"

He rolls his eyes. "I've seen you in a bathing suit, Rachel. Fuck, I've felt you grind on my cock when we were making out." She feels her cheeks flame. "We've fallen asleep together before," he says, his voice a little softer. "This isn't a big deal."

She watches his eyes for a moment, then wets her lips and drops her hands to the button of her jeans, shimmying out of them and folding them neatly over the back of his desk chair while he moves to the other side of the bed and tugs the curtains closed.

It should probably feel more strange than it does to crawl into Noah's bed in nothing but her panties and a tank top, but he lays beside her, pulls the blankets up over both of them, and lets his hand fall to her hip when he presses his chest against her back. She shifts a little to get comfortable, moving back into his warmth a little more.

"You smell good," he tells her, his thumb tracing the skin just above the waistband of her panties. She doesn't think he really means to be doing it.

She knows she should say thank you, but all she can manage is a little hum as she drifts off to sleep.


Brittany has a New Year's Eve party and invites everyone from New Directions who's in Lima for the holidays. Rachel still doesn't get along with Quinn or Santana, but she thinks that they've all been able to coexist without actual bloodshed for long enough that she doesn't have anything to worry about.

Besides, she knows there'll be alcohol, and she isn't above using it as a social crutch.

The party actually turns out to be a lot of fun.

Sometime after midnight, when it's actually next year, she walks down the hallway to use the restroom and finds Noah coming out. "Hi there," she greets. Champagne goes to her head a little, and it wasn't so long ago that she finished a glass.

He grins at her and shakes his head. "Hey." He looks at her for a moment, then closes the space between them, leans down, and presses his lips to hers gently. He nips at her lips with his just once before he pulls away and looks down at her.

"What was that for?" she asks, feeling stupid as soon as the words are out of her mouth.

He shrugs. "'Cause I can. Happy New Year."

She just blinks at him because she doesn't know how to respond, then steps past him into the bathroom, closing the door behind her and turning the lock.

She didn't kiss anyone at midnight because there wasn't anyone here that she wanted to kiss. She'd been perfectly happy to toss back the rest of her champagne with Kurt and Mercedes and laugh; she thinks this is just another of those holiday traditions that's essentially designed to make single women feel lonely, and she didn't want any part of it. Apparently this was her New Year's kiss just a little late.

Her eyes are glassy when she looks in the mirror. She doesn't know what to make of it.


Three days later, she's invited to a sleepover at Mercedes' with Kurt, and somehow the three of them decide that splitting a bottle of rose from Mrs. Jones' wine rack is a great idea. Rachel is still the world's biggest lightweight, so she's pretty buzzed when Kurt takes Mercedes into the bathroom to rinse off the moisturizing hair mask he'd convinced the girl to try.

Why did you kiss me?

She sends the message before she really thinks it through, but she wants an answer, and the one he gave her that night just isn't good enough.

i wanted to

Not good enough, Noah. Why did you really kiss me?

She steps into Mercedes' walk-in closet and pulls the door closed when her phone rings. "I just want an answer," she says in lieu of a real greeting.

"Are you drunk?"

"Why did you kiss me?" she asks instead of answering his question. She thinks he already knows the answer anyhow.

He sighs. "I don't know what you want me to say Rachel. I wanted to kiss you, and you were there, so I did."

"Why did you want to?" She lowers herself to the carpeted floor of the closet, reaching out to toy with the hem of the red dress Mercedes wore to their senior prom.

He doesn't say anything for a long minute, so long that she begins to wonder if he's going to answer the question at all. "You were right there in front of me and your eyes were all shiny and stuff, and it's been a long time since I've kissed you."

She doesn't mention the morning she left for New York because she doesn't think that he thinks it counts. "So you kissed me because you wanted to," she says softly, smiling when he chuckles.


As soon as she's back in New York, the beginning of the new semester hits her like running headlong into a brick wall. She's taking a full course load plus her private voice lesson and ballet at an off-campus studio to keep her fresh, and even though she's spent years working with a full schedule, she's just this side of overwhelmed.

And three weeks into the semester, when she has a sociology paper due on the same day as a history exam and Katie decides that she wants to blow off studying in favor of reorganizing her closet and having a marathon phone conversation with her best friend from home, Rachel finally slips over the line.

She's sitting in the lounge at the end of the hallway, which she's only ever seen anyone use when the RA calls all the girls on the floor together for beginning- and end-of-semester meetings. It's 12:48 a.m. She finally finished her paper an hour ago, though she's going to proofread it tomorrow after her exam; she has a sinking feeling that there are rather large chunks of her argument that are either flimsy or simply nonsensical. She's been studying her history notes, and even though she's kept up with the reading and reviews her notes before each class and pays careful attention even though her professor speaks in the most ridiculous monotone she's ever heard, she's panicking. Dates and names are flitting through her brain, and she's suddenly struck by the fact that she's going to fail.

Rachel Berry is going to fail.

She finds Noah's name in her phone and it's ringing before she really even decides that she wants to talk to him.

"You need somebody to help you get rid of the body?" he asks when he answers. "I think it'll be harder in New York, but I'm up for the challenge."

"What? No." She has no idea what he's talking about, and the way he's chuckling just makes her more frustrated.

"What's up, Berry?"

"I can't do it. I'm going to fail. I have a test and a paper and a dance class tomorrow, and I'm not going to get any sleep, and I just can't do it." It all kind of bursts out of her in a rush of words.

"Wow. Um, okay, so, you're not gonna fail because you're you."

"Noah."

"No, seriously. You study like a crazy person and I'm sure the paper is fine."

"Noah-"

"And," he goes on, talking over her, "if you aren't like, perfect at one dance class, it's not the end of the world."

"Noah-"

"Rachel, shut up for a sec, " he tells her seriously. "It's college. You're supposed to have sleepless nights and shit. So tomorrow, after you've turned in your paper and aced your test and made it through your class, you take a nap. And then on Friday, you go out and you get drunk and celebrate the end of a fucking ridiculous week."

She's quiet for a moment because she doesn't really know what to say. And she doesn't know what to say because she thinks what he's saying actually sounds about right. "Since when do you have all the right answers, Noah?" she finally asks, putting down her pen for the first time in an hour and leaning back in her chair a bit.

He scoffs. "I've always had the right answers, baby. You just weren't listening."

She ends up following his advice to the letter, including going out on Friday night with a girl she met in her sociology class, Karly, and she finds herself at a party in Brooklyn. She drinks awful beer from a keg and laughs it off when she nearly trips down the front steps of the house instead of being mortified.

Katie is sleeping with earbuds in her ears when Rachel gets home, the music playing so loudly that Rachel can can hear it across the room as she changes into her pajamas.

She's still more than a little drunk and wide awake and she doesn't really want to lie alone in bed and stare at the ceiling, so she pulls a sweatshirt over her head and slips back out into the hallway, sliding down the wall to sit on the floor while her phone rings in her ear.

"You were right!" she exclaims when he answers. "You were right again, Noah!"

"Are you drunk?" he asks. His voice is just barely above a whisper.

"Yes, of course, because you told me to celebrate the end of my fucking ridiculous week and you were right," she tells him seriously. She's trying to be quiet since she's sitting in a hallway at two in the morning, but she knows she's failing pretty spectacularly. She also knows that this is a regular occurrence on this hallway, so she's finding it difficult to feel too bad about that.

"That's great. I'm glad it worked out."

"It is great," she agrees. Her mouth feels dry, and she wishes she'd thought to grab a bottle of water before coming out here. "Do you have big, exciting plans for your weekend?"

"Not really."

"Are you going to have an actual conversation with me, Noah, or just give me one-word answers?" she asks on a huff.

He lets out a little sigh. "Look, I'm not exactly alone right now," he mutters.

She feels something constrict inside her, somewhere behind her sternum, not quite in her chest and not quite in her stomach. "Oh."

"Yeah."

Rachel licks her lips, nodding slowly even though she knows no one can see her. The wall across from where she's sitting has a large pink sign advertising a "floor dinner" for the next week, and her eyes focus on a painted white number seven. "I'll let you get back to what you were doing then. Or who," she adds, a hint of snark in her voice.

"Hey-"

"No, really. Have fun. Remember to use protection." She swallows hard when he scoffs. "Good night, Noah."

Her stomach roils uncomfortably when she stands, and she blames it on shots of Hot Damn she took with Karly and the way they're mixing in her stomach with cheap keg beer. She dashes into the bathroom she shares with Katie and just manages to tug the bathmat over in front of the toilet before she kneels and empties her stomach. She gathers her hair in one hand as she leans over the bowl, the retching bringing tears to her eyes when another wave of nausea washes over her.

Noah's excellent idea seems far less wonderful now that she's drunk and alone in her bathroom, kneeling on a yellow bathmat with tears rolling down her cheeks and a terrible taste in her mouth.


He calls her on Saturday afternoon and asks if she's recovering from a hangover. She isn't since she already threw up, so she tells him that she's fine but in a rush to get to an extra dance class that she'd committed to attending weeks ago. It's a lie, and she isn't sure why she's making excuses not to talk to him, but she tries not to dwell on it.


She meets Andrew in April when he's standing behind her in line at a coffee cart and spots her a dime so she can get a cup of coffee she needs desperately. She's embarrassed by the predicament - what she thought was a filthy dime turned out to be a filthy penny - but he insists that she doesn't need to worry about finding him again to replace the ten cents if she'll just give him her number instead.

It's a terrible line, but it's been ages since she'd heard any lines that weren't simply blatant attempts to get into her pants, and his eyes are the color of faded denim, so she keys her number into his phone and walks away with a smile on her face.

He takes her to dinner that Friday, and she learns that he's an anthropology major from Pennsylvania and a sophomore. He makes her laugh and he tells her she has a beautiful smile, and it's been ages since a boy has made her feel like this, like she's anything more than an old habit or a sounding board.

Noah sends her a text message one night when she's at Andrew's apartment, curled up under a blanket on his couch watching a movie with her legs in his lap. She and Noah are still emailing, still chatting occasionally, but it's been quite a while since he sent her a message so late. She ignores it because she thinks it's terribly rude to have a conversation on your phone when you're sitting in the same room as someone else, and a little bit because she hasn't really told Noah about Andrew and she isn't exactly sure what to say.

And if she feels guilty for ignoring him, it's only because she isn't sure she ever has before.


As the semester comes to an end, Rachel decides that she's going to stay in New York for the summer. Her fathers help her find a one-bedroom apartment in a reasonably safe neighborhood, she enrolls in a couple of gen ed classes so she can get them out of the way as quickly as possible, and she gets a job teaching a beginners' ballet class twice a week at her studio. Andrew is going to be in the city for the summer, and so are a couple of her friends, so Rachel feels confident that it's going to be a fun, productive summer break.

Her fathers come to the city to help her move her things from her dorm to her new apartment, bringing with them another entire trailer full of furniture and kitchen things and just a lot of istuff/i that she hadn't even thought of yet.

They head to a hotel once all of the big furniture is put together and there are curtains on all the windows, and then Rachel is alone in her new apartment for the first time.

It's tiny, with a kitchen like a cave and the saddest excuse for a closet she's ever seen, but it's hers. It's her first New York apartment, and that fact alone makes it perfect.

When she finally gives up on alphabetizing her DVDs because her eyes are closing, she washes her face and changes into pajamas and slips between the blankets on her bed. The room is dark and the noises in this neighborhood are different than those at NYU, and that wonderful sense of control that she's had all day sort of oozes away, leaving her feeling...something else.

And even though she thinks of calling Noah in that moment, she chooses Andrew's name in her contact list and feels guilty and foolish when she wakes him up. She pretends that it's excitement keeping her away instead of whatever it is she's really feeling, and he believes her, humors her and stays on the phone for fifteen minutes before he tells her he's falling asleep.


She goes back to Lima for a week at the beginning of August.

She's sitting up in bed on her second night home after spending the afternoon with Kurt, reading a novel called If I Stay that makes her want to cry every few pages, when her phone buzzes on her bedside table. It's such a familiar sound, and so strangely welcome, that it makes her smile.

can i come in?

Rachel takes a deep breath when she reads the message, then gets out of bed, pulls a pair of cotton shorts over her panties, and tiptoes her way downstairs.

He's leaned against the porch railing when she opens the front door, and he offers her a tiny smile when he steps inside.

Like the handful of other times they've done this, neither speaks while he follows her up the stairs, and she's struck by the fact that they haven't spoken since that night in February when she was drunk and he was with another girl. She's considered that conversation more than she'd like to admit in the last six months, and she hasn't been able to decide exactly which part of it is the fight and which thing that was said meant that they weren't going to speak for so long.

"Hi," she says simply when they're in her room with the door closed.

He lets out a breath. "Can we not do the apology thing and just like, let it go?" he asks, looking exhausted and maybe just a tiny bit nervous. "Because I'm moving to New York and I just really don't want to be fighting or whatever any more."

She feels her jaw go slack and knows she should close her mouth, but she just can't. "You're moving to New York?"

He grins. "NYU decided that I don't suck."

"You're going to NYU?" She lets out a little squeak when he nods, launching herself at him so he's forced to catch her before they both go sprawling on the floor. "Are you serious?" she demands, putting her feet back on the floor even though her hands are still on his shoulders.

"As a heart attack." She rolls her eyes and he grins.

"I'm so proud of you," she tells him seriously. She feels like she can't stop smiling. "I'm so excited that you're going to be in the city." And she really, really is. She has friends in the city, and Andrew of course, but she thinks it'll be even better to have a friend from home nearby, someone who already knows all of the important things about her, someone who's seen her at her worst and hasn't run screaming.

Somehow the reality that Noah is going to be that friend makes it even better.

She grabs his hand and tugs him over to sit on the bed with her. "Tell me everything," she demands, tucking her legs beneath the covers and looking at him expectantly.

They talk for a long time - they have six months to catch up on, and even Noah Puckerman has a lot to say after six months - and just before 3:30, he stands and begins unbuckling his belt without preamble, tossing his jeans over the chair in the corner and sliding under the covers on the right side of her bed.

"I have a boyfriend," Rachel tells him quietly even as she's sliding down in the bed and moving into his side.

His fingertip skim up her left arm before he tweaks the ends of her hair. "Yeah."


She goes to see Andrew when she gets back to the city, stopping at the coffee shop on the corner for his favorite, a caramel mocha with extra whipped cream, pretending that the amount of sugar in this drink doesn't make her cringe. He's sitting on the couch playing blackjack online when she arrives, but he puts his laptop aside and tells her about everything that happened in the city while she was gone, and she's surprised when she realizes that she had more fun in Lima than she would have had here. (Honestly, another rooftop party with his friends and the latest explosion-laden summer blockbuster? Less than exciting.)

He asks her about her week, and when she starts talking, she realizes how little she's told him about her life in Lima in the four months they've been dating. He knows about Kurt and Mercedes since she keeps up with them regularly, but when she mentions Santana's lack of animosity at a party Brittany threw, he makes a joke about hippies and guitarists that doesn't even make sense. And when she mentions that Noah is moving to the city in two weeks, she's acutely aware that she's never once spoken about Noah to Andrew.


Mike Chang helps Noah move his things to the city, and Rachel appoints herself head of organization when she realizes without her, Noah will spend six months pulling things out of boxes as he needs them instead of unpacking properly. She arrives at his new apartment - just a shade larger than hers, which is more irritating than she lets on - with cleaning supplies in tow, and while the boys lug boxes and furniture up three flights of stairs, she tackles the kitchen and bathroom with bleach and scouring pads, then moves through the apartment dusting and washing windows. The only thing she doesn't bother with is scrubbing the floors since the boys are tracking in all sorts of dirt from the street, but she makes Noah pinky swear that he'll take care of it as soon as everything is unpacked.

Noah declares that he's too tired to do more than make his bed and find the box with blankets so Mike can crash on the futon that's serving as his couch, and rather than argue, Rachel orders Chinese for the three of them and helps run wiring through the entertainment center while they wait so they can watch Scrubs reruns while they eat.

He refuses to let her leave the apartment at eleven, though she doesn't argue too much since she avoids being out in the streets alone too late at night. If Mike thinks it's strange that Rachel and Noah are going to share a bed, he keeps it to himself, and when she steps out of the bathroom after doing her best to wash her face without her usual cleanser and moisturizer, he's already asleep on the futon, the light from the muted television playing on his face.

Noah tosses her a tee shirt when she walks into his bedroom, pushing the door shut partway behind her so they don't disturb Mike if they talk. He keeps his attention on the pillows he's sliding cases on while she slips out of her denim shorts and tank top, and she smiles when she sees that the shirt he's given her is the same one he wore when they performed "Empire State of Mind" at the beginning of junior year, just like the one that's folded in her own drawer. Wearing a tee shirt emblazoned with the words "New York City" seems particularly appropriate on his first night here.

She notices that he's wearing gym shorts when they both get into his bed, and she knows he's doing it because she's there. They've had conversations about pajamas before, and she knows that he generally prefers to sleep in just boxers or, better, nothing, and she appreciates that he makes an effort to be considerate. He turns off the lamp on his bedside table and she turns on her side to face him, tucking one hand under her cheek as she looks at him in the dark. "Noah," she whispers. "You're in New York."

He turns onto his side to face her, laughing quietly. "I am."

She shifts a little, her knee brushing his thigh and making her realize just how close they are. She stays where she is and whispers, "I'm glad."


The first time she and Andrew fight about Noah is at the beginning of October. He calls her to see if she wants to come over and order Chinese, but when she answers, she's sitting on Noah's couch with a dish of pad Thai in her lap and an economics textbook open at her side. Noah watches her with raised eyebrows while she talks to Andrew, smirking when her boyfriend hangs up on her and she makes a comment about people being melodramatic.

"Totally the pot calling the kettle black," he tells her around a mouthful of noodles.

She just shakes her head at him - because he's right - then finishes her dinner, gathers up her things, and goes to Andrew's to make amends.

He rolls his eyes at her when he opens the door, leaves her standing there and goes to flop back down on the couch. She follows him, straddles his lap, and leans in to kiss him, moving her lips against his until he gives in and kisses her back, his hands falling to her hips and gripping gently. "I hate it when you hang up on me," she tells him.

"I hate how much time to you spend with that guy."

Noah and Andrew have only met a couple of times, and even though she didn't sense any animosity between them at the time, they've each told her separately how much they dislike the other. Noah called Andrew a "pretentious douchebag," which she'd insisted wasn't true after she'd complimented his use of the word pretentious. Andrew had been less specific in his criticism, and she thinks most of his issue is jealousy rather than any specific complaint about who Noah is as a person. She supposes it makes sense that he takes exception to her closest friend being male.

"He's one of my best friends," she tells him simply, the exact same words she's found herself repeating a lot lately, along with he's my boyfriend.

Andrew just shrugs. "I just want to be able to spend time with my girl." He slides his hands up her sides a little, taking her shirt with them so his palms are against her skin, and he's smiling at her when he tugs the fabric up over her head and leans in to kiss her again.

"Is he really just your friend, Rachel?"

Maybe it isn't the strangest question he could ask her, but since they're both naked in his bed and half asleep, it's certainly a strange time to bring it up.

She's lying on her stomach with her head turned away from him, and she stays that way even when he slides his hand across her back and around her waist, tucking his fingertips between her stomach and the mattress. She's tired of being asked to explain herself, to defend her relationships with these men.

"Just my friend," she murmurs after a moment, feigning more sleepiness than she feels.


The moment she makes plans with Noah to drive back to Lima for winter break, she knows it's going to start a fight with Andrew. The way Noah smirks when she starts buttoning her coat and tells him that she's heading to Andrew's apartment tells her that he knows it too.

"Seriously?" Andrew asks flatly when she tells him.

"We did the math," she says evenly. "It's less expensive to drive than fly, and we're going to the same place."

"Rachel, that's what? Like, nine hours a car with the guy?" He has his lips pressed together in a thin line.

She doesn't mention that she spends easily that much time with Noah on a weekly basis already. No need to make this a fight about something else. "So?

He rolls his eyes at her. "Whatever, Rachel."

"Really?" she asks. She hates when he gets like this. It's something like pouting with a healthy dose of passive-aggression, and it's infuriating. "If you're going to pout like a child, I'm going home."

"Don't go," he says, his face softening. "I'm sorry." He wraps his fingers around her wrist and tugs gently until she sits beside him, then weaves their fingers together. "I love you, and I hate the idea of you being gone for so long," he tells her candidly.

His thumb is tracing a pattern on her wrist, and she's completely frozen. It's the first time either of them have said that word, and she doesn't know how to respond. They've been together for over six months, and yes, she loves him, but she's fairly certain that she isn't iin/i love with him, and that fact sort of slaps her in the face the moment he tells her he loves her. It's terrible not to say anything, but she can't mislead him and say the words back, so she just leans forward and presses a gentle kiss to his lips.

"It isn't that long," she murmurs against his lips. It's a lie, really, because an awful lot can happen in four weeks, but that's the least of the issues in the air between them now that he's opened the can of worms with the word love on the label in big, bold letters.


Santana throws a New Year's Eve party, and the girl pulls Rachel into a hug the moment she walks into the house. Since Santana doesn't appear to be drunk yet, it takes Rachel by surprise, pleasantly so. Quinn isn't around this winter break, and with Santana apparently backing off on the bitchiness, it's been an amazingly animosity-free holiday.

All the more reason to drink glass after glass of champagne, yes?

She's very drunk by midnight, drunk enough that she kisses Kurt when the ball drops, and her friends decide it's time to cut her off. Noah leads her upstairs to the kitchen, sits her on one of the stools at the Lopez's island, and hands her a glass of water.

"Drink," he orders, sitting on the stool next to her.

She turns herself to face him and locks eyes with him over the rim of the glass as she drains half of it. "Happy?"

"Yup."

They're sitting so they're facing each other, her knees pressed together between his, bare skin exposed by the short blue dress she's wearing. It was a holiday, so she'd wanted to be festive, but somewhere along the way she's lost her sparkly heels, and she feels quite sure that her carefully curled hair is a bit of a mess.

She takes another slow sip of water, then puts the glass on the counter and looks at him thoughtfully. "I love you, Noah. You know that?" She smiles. "You're my best friend, and I love you."

He just shakes his head at her, and she knows he thinks she's only saying this because she's drunk. And maybe she is only saying it because she's drunk, but that doesn't make it less true or less real. She does love him.

"Do you think I'm going to throw up?" she asks him when they've both been quiet for a long moment. "I've never thrown up champagne, but I think it would probably be pretty awful. All those bubbles."

"Nah," he answers, nudging the glass until she takes the hint and drains the contents. "You're going to have a monster fucking headache, but you won't throw up."

"I don't want a headache either."

"Then you shouldn't have killed an entire bottle of champagne," he tells her sensibly, so sensibly that she glares at him a little. Having Noah Puckerman speak to her sensibly about overindulging in alcohol is rather absurd.

"Will you take me home?" she asks after a bit. She knows now that she's finished drinking, and her celebratory mood has faded a bit. Her eyelids feel heavy and she really just wants to get out of her constricting dress and go to sleep.

"Sure."

"Do you know where I left my shoes?"

They walk from Santana's house back to the Berrys', moving as quickly as they can in the freezing air given that Rachel is drunk and wearing four-inch heels.

Noah tightens his grip on her arm when she stumbles a little. "Those shoes are fucking ridiculous," he mutters.

"But Noah, they're so pretty." He's practically dragging her down the sidewalk when she looks up at him with wide eyes, but she doesn't mind. Her legs are bare and so cold that she can't really feel them any more. "And they make my legs look fantastic."

He just smirks and shakes his head. "They're all right," he teases.

Her fathers are in Cincinnati to visit friends for the holiday, so Rachel doesn't worry about Noah's presence in the house like she normally might. Over the years they've gotten used to him being around, but they still aren't aware of the nights that he's spent in her bed, and she thinks they might have questions about his presence in their house tonight when she has a boyfriend sitting in New York.

She goes into her bathroom to change into pajamas, and when she comes out Noah is sitting on her bed just like he has so many times before, leaned back against her headboard.

"Andrew told me he loves me."

She doesn't know why she says it. She doesn't actually know that she's going to say it until the words are already out of her mouth and in the air between them.

Noah just looks at her, just a hint of expectation in his eyes though he doesn't say anything.

"I didn't say it back," she whispers, lowering herself to sit on the end of her bed.

"Okay." He looks at her thoughtfully for a moment, as if trying to decide if he wants to ask the question on his mind.

"What?" she prompts.

"Do you love him?"

It's exactly what she expects him to say, but she's still unprepared to answer. She takes a breath, stretches her legs out in front of her and crosses them at her ankles so her feet are resting near his hip as she leans against the corner post, the wood digging into her shoulder blade.

"Not like he wants me to," she finally answers, smiling sadly.

He scrubs his hand over his face. "Did you tell him that?"

She doesn't know why she feels so ashamed when she shakes her head. It might have something to do with the way Noah is looking at her.


She ends things with Andrew the day she and Noah get back to the city. He comes to her apartment because she asks him to, brings her a cupcake from Babycakes, the famous vegan cupcakery, and a gift that is obviously a book wrapped in shiny silver paper.

She delivers the speech she perfected in her head somewhere in Pennsylvania on the drive back when Noah was dozing in the passenger seat, tells Andrew that she thinks she's been drifting away from him for a while and that his declaration of love brought her a clarity she'd been lacking as the fall semester wound down. She's thought about it all so carefully, rehearsed it so many times in her head, that she was sure she knew how he would respond.

To say she's shocked when he accuses her of cheating on him with Noah is an understatement.

He spits some hateful words at her ("I should have know you were fucking him behind my back. You pretend to be all sweet and perfect but you're really just a lying slut.") and slams her front door so hard when he leaves that one of the trio of decorative mirrors that hang on the wall beside it falls to the floor and shatters.

She intends to return the book that he gives her, but her curiosity gets the better of her after a week. She removes the tape and pulls the paper back carefully to reveal a lovely old leather bound copy of Homer's Iliad. She thinks there's probably a subtext here that's going over her head. He's inscribed it with her name and a reference to Helen of Troy that would have made her heart melt just six weeks ago.

The book itself is beautiful, even if the sentiment is diminished by the circumstances, and it seems less appropriate to return it than to keep it, so she puts it on a shelf with the rest of her books between The Scarlet Letter and a novel written in poetry about drug addiction that scared her senseless when she read it in high school.


Rachel decides during midterms that there's just something about the spring semester that makes it more difficult than fall. There's no sense in it; on paper, it all look easier. She's even taking one fewer class this semester than she did last, and now she isn't splitting her time between her boyfriend and her best friend, but things are just so much more difficult than she thinks they should be.

She's stressed out and tense, and it's completely ridiculous that the feeling doesn't go away after she turns in the music theory term paper that is the last thing she had to finish before spring break.

"I think I need to get drunk," she tells Noah when she walks into his apartment that afternoon.

She stops and gapes at him when she sees that he's sitting on the futon playing Guitar Hero.

"What year are you living in?" she asks before she can stop herself.

"Shut up."

She bites back a grin at his defensiveness. "Honestly, Noah, weren't we all playing that game in middle school?"

"Shut up," he repeats seriously, flicking off the TV as he puts the little plastic guitar aside.

"You play guitar," she laughs, dropping her bag on the floor next to the door. "You have two of them!"

He glares at her as she sits in the completely broken down armchair adjacent to his couch. It has no legs and is covered with an over-sized stadium blanket to hide the hideous floral upholstery. It's possibly the most comfortable chair on the planet, though she'll never, ever tell him that. It's hideous and awful and he should really get rid of it, even if she'll be sad when it's gone.

"You think you need to get drunk?" he prompts, ignoring the intervening video game teasing.

She takes a deep breath to collect herself. "Right. I just turned in my last term paper. It's officially spring break. I'm caught up on everything." She means that literally, because when she needs study breaks, she cleans, and in the last week, her apartment has gone from tidy to immaculate. "I still feel completely stressed out."

"And you think alcohol is the solution?"

"Yes."

He smirks at her like he knows something she doesn't. "All right. We'll go to McFarland's."

Within his first week in the city, Noah had managed to find two bars and a liquor store that didn't card within five blocks of his apartment. It comes in handy.

"Excellent," she states, standing up. "I'm going to go eat dinner and get beautiful. I'll let you get back to your game," she teases, slipping out the door and pulling it closed behind her just in time to hear the magazine he's tossed at her hit the wall.

Sirens wake her the next morning. Actually, the sirens make her head feel like a very large man with a hatchet is trying to hack his way out of her skull, and that wakes her up. She squints in the weak, early morning sunlight at the clock that hangs on the wall behind Noah's entertainment center and sees that it's just before seven, and she's very confused. She doesn't really care about the specifics of what happened last night - they went to McFarland's and Noah started ordering rounds of tequila shots - but she doesn't understand why she's on the futon in his living room still wearing her floral sundress. There's a wastebasket next to her and a nearly empty glass of water on the coffee table that she's sure she's responsible for drinking, but Noah has brought her back to his apartment after a night out before, and every other time she's slept in his bed beside him, usually in one of his tee shirts. Nothing about this apartment is large, but the living room feels big and empty when she's alone in it.

She sits up very slowly to gauge her nausea, then stands carefully, wobbling a little on her feet. Once she's sure that she's going to neither fall over nor be sick, she makes her way to Noah's bedroom which is blissfully dark thanks to his heavy blackout curtains. She opens the second drawer of his dresser, the one she knows holds his tee shirts, and pulls one out, not caring which. She keeps her back to the bed as she slips out of her dress; she isn't wearing a bra and for all their familiarity, Noah has never seen her topless. She doesn't want that to happen when she's horribly, painfully hungover.

The drawer slips somehow when she pushes it, slamming closed. She hears Noah's breathing change and knows that it woke him up. "Rach?"

"Sorry," she whispers, crawling into the left side of his bed.

"'S'okay," he mutters, turning towards her and reaching out. "C'mere."

She ends up falling asleep with him practically wrapped around her, his palm warm against her bare thigh.

They sleep away the entire morning and part of the afternoon, and Rachel's head is still pounding when Puck explains that she'd been asleep in the living room because she'd refused to do anything he asked unless he showed her that he could get a perfect score on Guitar Hero and he'd gotten pissed off and left her there.

As absolutely insane as it is, she's a little bit proud of her drunk self.


"You're fucking horny, Rachel."

She lets out a strangled little noise.

It's late Wednesday night, and after she'd spent the entire day doing relaxing things to no avail, she'd called Noah to complain. She slept in and did yoga and went for a walk and bought new shoes and took a bubble bath and every other thing she could think of that might help her stop feeling this ridiculous, persistent tension. Noah seems to have thought of the one thing she failed to try.

"When was the last time you got laid?"

"That is none of your business," she answers simply. She suspects he has an approximate idea given that she doesn't sleep around and she didn't have break up sex with Andrew in January.

"Before winter break, right?" he says, confirming her suspicion. "That was three months ago."

"I'm aware of that," she says curtly.

The way he chuckles is infuriating. "Well, when's the last time you gave yourself a hand?"

"Noah!"

"It's not a big deal," he observes casually. "Everybody does it."

"Stop. I'm not having this conversation with you. Or anyone else," she adds as an afterthought. She wouldn't put it past him to tell someone else about her predicament under the guise of "helping."

She can practically hear the smirk in his voice when he says, "It's sexual tension, Rachel. Touch yourself. You'll feel better."

She doesn't feel bad for hanging up on him because she isn't truly angry and she knows that he knows that. No, she's embarrassed, and even though she's all alone in her apartment with no one to witness it, she can feel her cheeks flaming.


He comments on how much more relaxed she seems when he comes over for dinner on Friday. She pretends that she isn't completely mortified that he knows she's been masturbating, just tells him that yes, she's more relaxed, thank you. He smirks like he knows something - and he does - but doesn't say anything else, and she loves him for it a little bit.


She and Karly decide to go out dancing just for fun, to blow off steam before upcoming finals take over their lives, and they make a real event of it. Short skirts, body glitter, and too-high heels are involved, but not alcohol, and by the time they leave the club, Rachel's thighs are burning and her feet have gone numb.

Taking the cab to Noah's instead of her own apartment at 2:30 seems like an excellent idea at the time. She wishes she could blame being drunk, but she's completely sober when she pays the driver and tells him to have a fantastic tomorrow.

She leans against the wall next to his door, knocking quietly, so she doesn't disturb the neighbors, but incessantly, just the way she knows Noah hates enough that he'll get out of bed to make her quit.

"Stop," he barks when he opens the door. She ignores him, pushing her way past his bare chest and into the apartment.

"I just had a fantastic evening," she announces, "and I wanted to share my joy with you."

"Rach-"

"Don't argue with me," she interrupts, turning in a circle so her hair fans out. "I am on a natural high and I want someone else to be awake and happy with me."

"Rachel."

She smiles at him. "Noah."

He shifts his weight and glances towards his bedroom door, which she notices is closed. "I'm sort of not alone," he mutters.

She blinks "Oh." She glances around awkwardly, as if the perfect thing to say at this moment will be written in the air. "I'll just leave you to that then."

She practically runs out of the apartment and down the stairs, wanting to be gone before he can realize that it's nearly three in the morning and she's going to be alone on the street. She knows he'd try to stop her, and loathe as she is to walk the streets alone - especially dressed like she is - she isn't willing to sit in that apartment with Noah and a nameless, faceless girl that he's having sex with.

She isn't sure why she's surprised. He's never been the type to be celibate, even when Quinn was his pseudo-girlfriend, pregnant and living in the Puckermans' spare bedroom. The only time Rachel is aware of Noah not having consistent sex is that span of time junior year when he was getting off on Lauren Zizes' verbal abuse, and she suspects that was only because Santana was preoccupied.

But it's been years, literally, since she's heard him mention actually dating anyone, not since high school when he spent the end of senior year bouncing between Brittany and a sophomore named Eva.

She tells herself, as she hails a cab at the corner, that she's jealous of Noah and the fact that he's having sex and not anything - or anyone - else.

And when she sprawls out in the middle of her bed to go to sleep, she takes a moment to remind herself that it's liberating to have all that space for just her.


He starts dating a girl named named Jenny near the end of the semester, and Rachel throws herself into studying for finals and then into the ballet classes she's teaching again this summer. They drift apart, but they're both busy and preoccupied, so she thinks it makes sense.

Her fathers come to visit at the end of August and invite Noah to come to dinner with them one night, and Rachel realizes that it's been two weeks since they've even spoken, longer since they saw one another, not since his birthday in July when Rachel was actually grateful that Jenny was responsible for getting him home when he was blackout drunk celebrating his twenty-first.

They walk back to their neighborhood when her fathers decide to head back to their hotel to sleep so they can get an early start the next morning, and it's the first time she's been alone with him in ages. They're dozens of blocks from either of their apartments and the humidity is awful, but she doesn't mind the walk and she likes having the time with him even if the air is so thick she feels a bit like she's wading through it.

"Jenny's going to break up with me," he says conversationally as they walk towards her apartment. He shrugs when she looks up at him with raised eyebrows. "I'm not in love with her. I guess it was a summer fling or whatever."

Rachel knows about those. She's been "seeing" Dalton, a guy she met on the sidewalk when she was leaving the dance studio one afternoon, for a few weeks, mostly when alcohol and no clothes are involved. He's tall and muscular and has the darkest brown eyes she's ever seen, and she knows that she isn't going to fall in love with him. He's nice enough and he makes her laugh and moan, but they really have nothing in common other than being college students, though he's a senior at CUNY.

She doesn't say any of this to Noah though, just nods and asks if he's going to try to break up with Jenny before she can break up with him to maintain his reputation as a heart breaker.

"Since when am I the heart breaker?" he scoffs. "Santana dumped me, you dumped me, Quinn blew me off, Lauren basically laughed in my face after all the shit I went through, Brittany cheated on me. With Santana," he adds wryly.

She'd never really thought about his relationship history before, but when he lays it all out there like that, she realizes that he's right. "Well, maybe it's time to change that," she offers diplomatically, laughing when he shakes his head at her.


Halloween falls on a Friday, and as college students, they're obligated to take the opportunity to go out and drink. He invites her to go to out with a group of his friends, sans costumes, mostly guys he plays basketball with every couple of weeks, and she flirts with the bartender just enough that he serves her tequila sunrises without asking to see her ID.

Tequila makes her friendly.

She's sitting next to Noah in an enormous booth at the back of the bar, listening to the stories the guys are telling and humming along with the music that's playing, and she decides it's time to stop ordering drinks when she catches herself putting her hand on Noah's thigh under the table.

She leaves her hand there even when he looks down at her with raised eyebrows.

She shivers when his fingertips trace over the pulse in her wrist, but she doesn't interrupt the conversation she's having with the guy next to her about the hideousness of polar fleece worn in public. (Of course she's sitting next to the group's token gay.)

She still has to finish the last drink she ordered, so she stirs the ice with her straw and takes slow, steady sips, swallowing hard when Noah's hand moves from her wrist to her knee, his thumb grazing the inside of her thigh in a way that makes her wish she was wearing a skirt instead of jeans so she could feel his bare skin against hers.

"What are you doing?" she asks him lowly when all of his friends are distracted.

"You started it," he replies instead of answering the question, and since he's right, she drops the subject and concentrates on not getting caught up in the way his hand is kneading the muscle of her thigh.

He walks her home like usual when they leave the bar, then follows her into her building without comment, as if it's just a given that he's going to come up to her apartment.

Honestly, at this point, it is.

He kisses her in the elevator, presses her into the wall at the back and makes her moan when he pushes his hips against hers. He takes the opportunity to slip his tongue in her mouth, and it feels so good to kiss him that she doesn't actually register that the door of the elevator has opened until he tugs her away from the wall, moving her down the hall to her apartment.

She tears her lips away from his when they get to her door. "God, Noah," she breathes out, digging in her handbag for her keys while he pulls her hair to the side and attaches his lips to her neck. His hand is on her hip while she fumbles with the lock, pushing up her shirt just a bit so his thumb is brushing the skin just above the waistband of her jeans.

They practically fall through the doorway once she wins her battle with the locks, and she's tugging his tee shirt over his head even as she's dropping her keys on the floor and kicking the door shut.

She's wearing only a white lace bra and mismatched purple cotton panties when he pushes her back onto her bed, his belt unbuckled and clinking as she reaches for the button of his jeans. She hesitates with her fingers on the zipper. "Noah," she says softly, sitting up and pushing him so he's standing at the side of her bed between her knees. "Are you sure you want to do this?"

She isn't drunk. She's been drinking, absolutely, and she feels perhaps more eager for him because of it, but she's not so far gone that she's unaware that this is kind of a big deal, sleeping with her best friend, the person she spends more time with than anyone else. She wants him - it's making her crazy right now that he's between her thighs and they're barely touching - but she feels like she at least needs to ask.

He looks at her incredulously and mutters a curse under his breath, threading his fingers into her hair and tilting her head back so he can kiss her, a deep, slow kiss that she'd swear is turning her brain to mush. "Yes," he murmurs, his lips skating up her jaw and nipping at her earlobe. "For so long." He sucks in a breath and grabs her wrists, holding them in his hands as he takes a step back. "We can't, Rachel."

She gapes at him.

"It'll fuck everything up," he says before she can speak. "We've both been drinking and..." He trails off and looks at her helplessly, pleadingly, almost like he's in pain. God, for all she knows, she might be, because she felt him, hard against her stomach when he pushed her back on the bed.

She runs a hand through her hair and blows out a breath. "You're right." She suddenly feels very, very naked.

"I'm gonna go," he tells her, his eyes sweeping over her body quickly. "I just...I-"

"It's fine," she interjects. Watching him struggle for words like this is almost painful.

Or maybe that's just the idea that she's all worked up and there isn't going to be any payoff.

He buries his hands in her hair and tips her head back to kiss her hard before he literally takes three steps away from her. "I'll call you tomorrow," he promises. She nods, and he turns and walks out of her bedroom quickly.

She lays back on top of her pretty orange blossom-patterned comforter and listens to her front door open and close. She thinks for a minute about what just happened - and what just almost happened - and decides that she's much, much too sober right now. She goes to the kitchen, takes two shots of vodka, and ends up falling asleep on the couch in her bra and panties with the television on.


They don't talk about it.

He calls her the next morning, and they just pretend like the previous evening was nothing out of the ordinary. They go to breakfast at their favorite diner, then Noah goes to play basketball with the guys and Rachel spends the afternoon doing laundry and finishing reading assignments for class.

She's pretty sure they made the right decision, because she doesn't know that she's the kind of girl who can have sex that doesn't mean anything with a person who does. And Noah means more to her than almost anyone; he's without a doubt her closest friend in the city, and she thinks that, in the past few years, he's become her closest friend period. She doesn't want to jeopardize that friendship, and neither of them is interested in being in a relationship right now, so it's better this way.

Still, there's part of her that isn't rational, and that part of her wishes that they'd given in to what their bodies wanted. That part of her wants to know if all the rumors she's been hearing about him for years are true. That part of her loved the way that his lips and hands felt on her skin and wants more.


Nothing changes between them. They hang out, have meals together from time to time, go out drinking or to parties with friends, and he makes sure she gets home safely the night of her twenty-first birthday celebration. When they both spend winter break in the city instead of driving or flying back to Ohio, they celebrate Hanukkah together, lighting candles and reciting prayers as if it was a normal holiday, even ordering takeout from a Jewish restaurant.

In January, the furnace in Rachel's building goes out, pushing her out of her apartment while the maintenance men fix it. She stays with Noah, sleeps in his bed without sleeping with him. He keeps his apartment cooler than she prefers, so she ends up curled against his body each night. Admittedly, she also likes the way it feels when he wraps his arms around her, the way his chest is solid when he curls around her from behind or how their legs fit together so easily when they're face to face. Neither of them ever tries to do anything but sleep, even though he insists on sleeping in just his boxers ("I'll fucking suffocate if I have to wear any more clothes the way you're all up on me.") and she wears panties and long-sleeved shirts because has nightmares about being pulled down into quicksand when she sleeps in pajama pants.

On the third day that she's homeless (It becomes something of a running joke between them.), she goes out to dinner with Karly and brings her leftovers back for Noah. He's long since given up on giving her grief about her vegan diet, and can even accept that many of the staples of her diet are delicious, though he insists that men were made to eat meat in spite of the evidence to the contrary that she offers. She's exhausted from an extra-long dance class and time spent wandering around the city so she wouldn't feel like she was imposing herself on Noah 24-7, so she washes her face and goes to bed, leaving him sitting on the futon watching reruns of Saturday Night Live on VH1 Classic and plucking idly at his guitar.

The first thing she sees is his alarm clock when she wakes at 2:04. She's alone, so she's colder than she's used to being when she's asleep in this bed, but otherwise she isn't sure what woke her. Being alone here is strange though, strange enough that she gets up to find Noah, walking on the balls of her feet in an effort to touch the cold floor as little as possible.

He's asleep on the couch, the light from the television playing on his face in the otherwise dark room. His guitar is laid across the coffee table, and he has one arm curled under his head like a pillow. He stirs when she lowers herself to sit on the edge of the couch at his hips.

"Hey," he mutters, squinting at her blearily.

"It feels really weird to be asleep alone in your bed," she whispers, watching as he pushes himself up on one elbow and scrubs a hand over his face. He flicks the TV off when he realizes that it's on, dropping the remote on the coffee table with a clatter.

"I fell asleep," he tells her, stating the obvious. She forgives him because he's obviously still half-asleep. "'S'go to bed."

He takes her hand when he stands next to her, leading her back to the rumpled bed. He pushes his sweats off his hips and pulls his shirt over his head, then tugs on her wrist silently when he falls onto the mattress next to her, pulling until she takes the hint and lies facing him, their heads on the same pillow right in the middle of the bed. He tangles their legs together, pushing one of his between hers, and pulls her even closer with one arm, his hand slipping up the back of the henley shirt she's wearing, his fingertips warm against the small of her back.

She tilts her head up to look at him when he murmurs her name. "You look weird," he tells her quietly. "Sad or something."

She shrugs her shoulders a little because she doesn't have an explanation for whatever expression he sees on her face. She feels weird, honestly, out of sorts, and she doesn't know why. She isn't surprised that he can see it.

There's so little space between them that it's easy for him to kiss her, just a brush of his lips against hers at first, then more, slowly, until she sighs into his mouth and his tongue traces along her bottom lip. It's still just kissing, slow and lazy and warm, and neither of them moves to make it more until she can't help shifting her hips and the hand he has resting on the small of her back presses her closer to him.

They've nearly slept together once before, and it would have been fast and desperate, but this is completely different, slow and quiet. She gasps into his mouth when he pushes into her, her fingers threading through the short hair at the back of his head and tugging lightly as he moves over her.

She breathes out a series of vowels when she lets go, and he follows right after, chanting her name against her neck. He kisses her when he pulls out, presses his forehead to hers for just a moment before he moves away to take care of the condom.

"Fuckin' beautiful when you come, Rach," he tells her, pulling her close against his chest the way they were when he first got into bed. His chin is resting against the top of her head when she falls asleep, and they're still wrapped together when the downstairs neighbors' loud argument about whether they should go to the deli for lunch or stay in wakes them both.


They didn't talk about when they almost had sex but didn't, and they don't talk about it when they actually go through with it.


She goes to an open call for an off-Broadway show in March just because she has a free afternoon and she thinks it will be a good experience. The casting director listens to her sing ("On My Own" because it showcases her voice and seemed to match the tone of the show) before he points out that since she's short and brunette, she's exactly the opposite of the statuesque blonde that they're looking for. She knows he's being kind, which he certainly doesn't have to do, and she appreciates it. It's a positive first experience, so she takes it for what it is.


Rachel and Karly decide to go to their favorite bar in Brooklyn to celebrate the end of the semester, more special than the others, they've decided. They're both graduating in December, so this is their last ever spring semester.

Rachel has always been the kind of girl who will celebrate anything.

Karly's boyfriend is coming, and even though Rachel never feels like a third wheel with this particular couple, she invites Noah along to round things out.

She couldn't have imagined that inviting him out for drinks and silliness would lead to him punching a strange guy in the nose and forcing the two of them to run out of the bar to prevent Noah's arrest.

She practically drags him for two blocks, squeezing his hand tightly and wondering how far away from the bar they have to be before the police officer she's sure has been called will give up looking for them. (Maybe she's being a bit dramatic.)

"What is your problem?" she demands. She looked over her shoulder before she stopped walking, and no one appears to be chasing them. Having this conversation standing in the middle of the sidewalk in front of a dark storefront seems just as reasonable as having it anywhere else.

"That fucker grabbed your ass!" he exclaims, jerking his arm out of her grip.

She rolls her eyes. "And you think I can't take care of myself? It's not like that was a first, Noah."

"You make a habit of hanging out in places where fucking strangers grope you?" he asks hotly, and all she can do is huff out a breath and shake her head. "I fucking hate seeing guys touch you like that."

She thinks he means more than he's saying, and she cannot handle this right now. She's been drinking and just looking at him is making her angry. "Just go home," she tells him, taking a step away from him, back towards the bar they just came from.

"Where are you going?" he asks.

"Back to the bar."

"You can't go alone, Rachel."

"Watch me," she tosses back over her shoulder, her heels clicking with purpose as she walks. He says something else, but she ignores him.

She isn't in the mood to celebrate any more, but her handbag is still with Karly at the bar (she hopes), her phone and keys and ID all inside. She has to go back, like it or not.

Rachel doesn't want to ruin Karly's night out, so she lies a little when she gets back to the bar, says that Noah is waiting for her just around the corner so she won't be riding the subway alone in the very early hours of the morning. Her friend is drunk enough to buy the story, and Rachel buys another round of Long Island iced teas before she leaves to keep it that way.

She doesn't check her phone until she's seated in the back of a cab on her way home. (The ride is going to cost a fortune, but she it's worth it to be sure she's safe.) She has two missed calls, both from Karly before the girl realized that she was in possession of the phone she was trying to call. She also has a text message from Noah.

let me know when you get home so i can stop thinking about you being mugged and raped. please

She sighs and slouches a little in her seat. Noah's been protective of her since high school, when people were throwing various foodstuffs and hideous insults in her face. This is different though; this is a stranger doing something stupid, and Noah is far too old to use immaturity and thoughtlessness as an excuse for his behavior, particularly when he's assaulting someone in a bar in Brooklyn.

She hates this feeling, being angry with Noah and knowing that he's mad at her now, too.

"I'm not mugged or raped," she tells him when he answers his phone. She'd slammed some things around when she got home, drank a glass of water while she changed into a nightgown and got into bed, then decided that not calling him was petty and childish and mean.

"Rachel, I'm sorry."

"Why did you do it?"

"I told you," he answers. "I hate seeing guys touch you."

"But why?" she whispers.

"Because you're you," he says after a long moment.

She toys with the edge of her comforter. "What does that mean, Noah?"

She wonders if this is the after effects of sleeping together all those months ago finally coming back to bite them. They haven't ever talked about it, never even acknowledged that it happened. Their friendship is different than what she's ever had with anyone else, but then, she never had a lot of friends to begin with, so what does she know? Maybe you can't have sex with your best friend and keep everything the same. Maybe they were supposed to implode after what they did and it's just been a long time coming.

"I don't know," he mutters reluctantly. "I've never fucking liked it."

She sighs quietly. They're going in circles and it's making her dizzy.

"I'm going to sleep," she finally tells him. "I just..." She trails off because she has no idea what she was going to say. "Good night, Noah."

She hangs up before he can say anything.

She falls asleep with the comforter pulled up to her chin. Her room is a little cooler than she'd like, and there's an empty, achy feeling in her stomach that she's blaming on the alcohol she consumed earlier.


He shows up at her door two days later with a box of vegan cupcakes and a bottle of her favorite wine, and she smiles in spite of herself, stepping aside so he can come into her living room.

"You know this doesn't get you off the hook," she tells him, dropping the issue of Vanity Fair she'd been reading off the coffee table and going to put the wine in the kitchen.

"I know," he agrees easily, following her to the other room. "But I thought about it, and I think I figured something out."

"Yeah?" She takes the cupcake box from him, sets it on the counter, and opens it to see if he's remembered her favorite.

"Yeah. I don't like seeing other guys touch you because I want to touch you."

She sort of freezes when he says that, staring at the carefully frosted cupcakes in the box in front of her, because despite the ridiculous way he said it, she thinks she understands what he means.

"I mean, I want to be with you," he says, and his voice is so even and matter-of-fact that all she can do is blink up at him. "I kind of think I've wanted to be with you for a long time, I just didn't realize it."

She swallows hard to get rid of the lump that's rising in her throat. "Noah, I-" She cuts herself off because she just doesn't know what to say, doesn't know what to do about the way that he's looking at her right now, a tiny little smile on his lips.

"It's cool," he tells her. "Think about it." He closes the space between them and kisses her, just the barest brush of his lips against hers and his fingertips ghosting along her jaw. "Give me a call."

She's still standing there in the kitchen when he leaves, leaning against the counter because she doesn't trust her legs and wondering what the hell just happened.


She does think about it. A lot.

She spends three days thinking about Noah and their friendship over the last five years and everything that's happened between them.

She's lying in bed, not even really pretending to herself that she's trying to fall asleep, when it all sort of crystallizes and she knows what she wants to do.

And when she sends a come over text message, she knows that's as good as telling him her decision, even if she's still going to explain herself when he gets to her apartment. She didn't spend three days analyzing and agonizing not to share all of that with him.


She's sitting on the couch painting her toenails with glittery red polish and drinking a glass of wine while a Charmed rerun makes noise in the background when Noah comes bursting into her apartment with a piece of paper in his hand and an almost-crazed look in his eyes.

"They're selling my building!"

She puts the brush back into the nail polish and looks up at him. "What?"

"They're selling my building," he repeats. "I have three weeks to find a new place and get out."

"Is that even legal?"

He throws up his hands and looks at her like she's stupid for asking. She supposes that makes sense since it doesn't really matter if it's legal or not if he doesn't have a place to live.

"Okay, fine," she says soothingly. "We'll get a paper and find you a new place. It's fast, but it's not impossible."

"Rachel, there's no way I can afford another place in this neighborhood," he tells her tiredly, dropping down to sit beside her. "The only reason I can afford this place is because it's a rent-controlled sublet. I'm going to end up in a 200-square foot studio in a building where people get fucking shot."

"Well, with that attitude." She nudges him with her elbow and waits for him to meet her eyes. "You forget that you are Rachel Berry's boyfriend, and I can do anything."

He just shakes his head at her, leaning forward to snag her wine glass from the table. He ignores her protests and drains it in one long gulp.

After two weeks of searching, even Rachel is is getting discouraged. They've scoured newspapers and the internet, traipsed all over the city looking at places, each one horrible and disgusting its own unique way. She's seen cockroaches and rat droppings and used condoms, and she's almost positive those stains on the carpet at the lone one-bedroom in Noah's price range were blood.

They're sitting in her living room following an afternoon of seeing places in Brooklyn that were so disgusting that Rachel insisted on taking a shower as soon as they got back to her place. She's curled up on the end of the couch with a beer while Noah sits on the floor with his laptop on the coffee table, looking through websites they've already exhausted for viable apartments to look at the next day.

She hates seeing him like this. His shoulders are tense and she's fairly sure that the line he gets between his eyebrows when he's stressed hasn't gone away since the day he found out that he had to find a new place. He's spent the last week, since he moved his things into storage, staying at her place, and she knows he hasn't been sleeping well because his tossing and turning has been keeping her up too.

He closes his computer with a sigh, leaning back against the couch and closing his eyes. "This sucks," he mutters, words she's heard over and over in the last two weeks, a sentiment she can't help agreeing with.

She slides over on the couch, sitting so that her legs are on either side of his body, and runs her hands through his hair, scratching his scalp lightly with her nails. He lets out a slow, deep breath and wraps one arm around her leg, sliding his hand up her shin, his fingertips grazing her calf.

The shift from being friends to being in a relationship was easier than she'd expected, so easy, in fact, that she'd spent the first month waiting for the other shoe to drop, right up until the night that he told her to get over herself and just be with him. They weren't the right words, but they weren't the wrong ones either, and it was just so Noah that she'd laughed and let him take her to bed. She's never dated someone that she was friends with before the fact, but now that she has - is - she thinks there's something to it.

"Move in with me."

She says it abruptly, without really even thinking about it, and that's how she knows that she means it. He tips his head back to rest on her thighs and looks at her upside down.

"You're already basically living here," she says, running her fingers through his hair again. "Stay."

"Rachel." He lets out a little groan when she takes his right earlobe between her thumb and forefinger and rubs gently, just the way he loves. "Quit." He turns a little, pulling away from her hands and looking up at her. "We've been dating, like, two months, and you want to live together?"

"We've been friends for years," she points out. "Best friends. And we were already spending four or five nights a week together. It's silly to pay for two apartments if we're going to do that." She's making all of this up on the fly, but it's all true and makes sense as it's coming out of her mouth, so she's going to go with it.

"Babe."

She shakes her head so he'll stop talking. "If it'll make you feel better, you can keep looking for a place, but it'll take some of the pressure off and you won't have to live in a shoebox with bloodstained carpeting or vermin in the walls."

Just thinking about visiting him at a place like that makes her skin crawl.

"Are you sure about this?" he asks, but he's grinning, so she knows he's already convinced.

She nods, leaning forward to kiss him gently. "I'll even make room for you in the closet," she murmurs against his lips, making him laugh.


In early December, her program hosts a senior showcase. Rachel is the star, and not just because she's the only one graduating this semester; it's because she's truly the most talented singer in this group. For all her bravado, she hasn't always been certain that she would be the best when she reached this point in her life, and now that she's graduating, she knows that's going to change. She still feels certain that she'll perform on Broadway, but she knows there are people there who are better than she is, and it stands to reason that there are people just like her, talented and just waiting to be discovered.

Noah takes the night off from the Italian restaurant where he waits tables to attend the showcase, brings a bouquet of deep pink roses when he meets her backstage to take her out to a late dinner.

They're lying in bed together the next morning, kissing lazily and talking when her phone rings.

He slides his hand down her bare back and over her backside. "Don't answer it," he murmurs against her lips.

She just shakes her head and moves away from him to answer, sitting up and clutching the sheet to her bare chest when she realizes who she's talking to.

"What's up?" Noah asks when she hangs up.

She blinks at him. "I have an audition Monday morning for a Broadway show," she tells him, not quite believing the words when they come out of her mouth. "That was the casting director from that call I went to in March."

"For the blonde chick?"

She doesn't even really notice his teasing. "Yes. He was at the showcase last night, and he thinks I'm perfect for this new musical." She looks over at him with wide eyes. "They've been in workshops, but one of the female leads just got pregnant and the show is supposed to be opening for previews in February. I've read about it online."

"Baby." He puts his hands on her face, smiling at her when she focuses on his eyes. "That's amazing."

"It's insane."

"You're amazing."

Harry, the casting director, has the script and the music messengered over to her apartment that afternoon, and even though she has a paper due in her senior seminar on Wednesday that she hasn't even started, she spends all of Saturday night and Sunday reading and studying and rehearsing this new show. It's an adaptation of Shakespeare's Much Ado About Nothing, and Rachel is reading for the part of Beatrice. It's snappy and fun, and the music has a bit of a rock edge to it, and she falls completely in love the first time she reads through it all.

Noah helps her run lines and offers constructive criticism when she asks, and he even helps her decide on an outfit to wear for the audition. (A deep blue wrap dress with black tights and high black leather boots.)

He stops her by the front door on Monday morning when she's heading out, wrapping his arm around her waist and pulling her against him. "You'll be great," he tells her seriously. She finds herself thinking, not for the first time, that she's falling in love with him, but says nothing, just kisses him gently to avoid smudging her lip gloss and heads out the door.


Harry wants to hire her immediately, but the director isn't quite convinced, nor are the financial backers, so she's forced to audition three different times over the next two weeks, obsessing about the show between final exams and term papers. She spends all of finals week unable to sleep, tossing and turning so much that Noah takes to wrapping himself around her just to hold her still so he can sleep.

When she finally gets the call to tell her she's got the part, she's standing in line at Starbucks waiting to order her soy gingerbread latte. It isn't at all how she pictured it, and it couldn't be less glamorous if she tried. She's on her way home from a dance class and is dressed in jeans she's had since high school and one of Noah's NYU sweatshirts, her hair still up in a messy knot and her face bare of makeup.

Noah's in the shower when she gets home, but he doesn't mind when she barges into the bathroom and strips, giving him the news when she tugs the curtain back and steps over the edge of the bathtub to join him. He takes her against the shower wall, murmuring, "You're going to be a star," against her neck when he slips into her from behind, and when she moans she isn't entirely sure if it's because of the way he feels or what he said.


Noah wakes her sometime after three in the morning on the night before the show opens, his lips against her bare shoulder next to the strap of her nightgown as he murmurs her name.

"What's wrong?" she asks blearily. Since he isn't sliding his hand into her panties, she can't imagine why he's waking her up.

"I love you," he tells her quietly.

She blinks at him and takes a deep, slow breath. They've been together for months, but they don't often say these words, and not like this. They've both said it, yes, and she does love him. The words just don't seem as important with Noah because she's been showing him how she feels for years, and she feels like he does the same for her.

Still, it's easy for her to say, "I love you, too." She brings her hand up to cup his face, her thumb brushing over the curve of his cheek. "Where is this coming from?"

He shrugs a little. "Sometimes, I can't believe you're mine," he admits. "After tomorrow, you're going to be a star, and I'm just the guy you know from high school you let sleep in your bed."

"Noah," she whispers, her heart breaking a little. "You know I don't feel that way."

"Yeah."

She leans forward and presses her lips to his. "Sometimes, I think you're going to wake up and decide that you don't want to be with me," she admits, looking at the pillow next to his head instead of his eyes. "Part of me has always though I'd be alone forever. It's hard to let that go."

"People have always left us," he murmurs, his eyes sad when she nods her agreement. "I don't want you to leave me."

"I don't want you to leave me." She moves herself closer to him, tangling their legs together and curling into his chest like she has so many times before. "I'm not going anywhere."

He doesn't say anything, but he tightens his grip around her waist and drops a kiss to the top of her head, and she falls asleep with the sound of his heartbeat in her ear.