Prom was less than 12 hours away and the gymnasium was only halfway decorated. Rachel Berry was the head of William McKinley's Prom Committee, naturally. In the beginning of her junior year she made it her mission to become class President. Although she handed out her specially made cookies in the shape of stars to every junior and promised to make this the brightest school year by including every junior as a star, she only got one vote and that was her at-the-moment-but-now-ex-boyfriend Finn Hudson. Not even anyone from Glee Club voted for her. She would have thought now that she was dating the star quarter back that her popularity would have gone up, but yet everyone still put on her the bottom. Partially she believed it was because of Finn that people still didn't like her. He was well liked by everyone and she was…well not liked. Maybe if Finn had believed in her more and helped her win votes for her election she could have won, but like most times Finn pushed her aside to focus on himself. One of the many reasons their relationship didn't last. So now that she lost the run for class President she took the second most important role- Head of Prom Committee.

Sure being the Head of Prom Committee wasn't as important as being class President, but Rachel Berry took everything she did seriously. Since the school's budget was tight, renting out a hall for Prom was out of the question, so the gymnasium would have to do. Rachel used her love for stars and incorporated it into the night's theme: Star Struck.

Now it was the day of Prom night and only half the volunteers showed up to help set up. Rachel checked her binder dedicated to Prom and figured that with the few numbers f volunteers and the rate at which it would take them to finish, they would be going way into the afternoon. Prom was as big as a night for any girl and Rachel Berry was no exception. She had to have time to prep, which meant at least five hours.

She was getting a bit frustrated to say the least. No wonder only half the volunteers showed up. Rachel Berry in party planning mode was a train you did not want to cross. Whether the few volunteers stayed because they genuinely cared about helping or that the fact of Rachel Berry yelling her head off for them to speed it, terrified them. But considering the situation, it was probably the latter.

Rachel was getting pressed for time, so she called in some back up from the one person she knew could help her: Noah Puckerman.

In a weird way she trusted him. Whenever she needed help previously, he was there, even when she didn't want him to be. Like the Barbravention. Noah, along with the help of Kurt, helped her love herself again. But it was all Noah's idea and plan. He convinced her to trust him, and drag her out to the mall. It worked too, and if it wasn't for him she could have been the mirror image of Quinn by now.

Noah was also her ex. They dated for only a short while, and maybe if she wasn't obsessed with Finn then, their relationship could have blossomed. She couldn't deny that they had great chemistry though and his body made her melt, but she would never actually admit that out loud.

Within 30 minutes, Noah arrived at the gymnasium along with the rest of Glee Club. Once again Noah saved the day.

"So how did you get everyone here?" She approached him as he was working on fixing up the star arch at the entry way.

"A badass never tells of his ways," he shrugged his shoulders. Rachel stood there pondering ideas of how he got them all to come. Actually she didn't want to know and threw the idea out of her head. She looked around the gymnasium, satisfied that things were finally getting done at a reasonable rate. Brittany and Artie were working on table centerpieces, Tina and Mike were blowing up balloons and stringing them, Finn and Sam were working on the band equipment up on the stage, Santana, Mercedes, Quinn, and Kurt were taking care of the Star Struck photo backdrop.

"Where's Lauren?" Rachel asked as she took a head count one more time.

"Food poisoning."

Rachel mouthed 'Oh' as she handed him more stars to put on the arch. "So she won't be able to come to Prom. She was your date too…so does this mean you aren't going either?"

"Prom is more for the girls. A guy without a date…I mean a stud like me without a date, that's embarrassing."

"I don't have a date either. It's not that big of a deal," Rachel looked down at her toes. It kind of was a big deal to her, because in the beginning of the year all she dreamt about was taking Finn with her to prom.

"So you wouldn't mind going with me then?" Noah asked her.

"Look Noah, I would love to go to prom with you, but I can't."She looked across the gymnasium to Finn, and Noah's eyes followed. "I have to do this alone; be on my own for once. It's just if I showed up with you at prom everyone would think I would only be doing it just to make Finn jealous, and as much as I would like to do that, I can't do that to him, or you. I need to show him I'm moving on, and that means going it alone for awhile." She watched as Noah's face turned from maybe understanding to disappointment. "I'm sorry, but I hope to see you there tonight."

She left him to work on the arch. She felt really bad about rejecting him, considering all he's done for her, but she couldn't just string him along when she didn't know how she still felt about Finn. She was trying to get over him. She had to accept that he had his chance.

Now that the gymnasium was Prom ready, Rachel could finally go home and prep for the dance. Her dress was bubble-gum pink and if you added a fairy wand and a tiara to it she could definitely pass as a fairy princess.

Luckily she wasn't exactly going to Prom alone. She had Mercedes with her. They were the only single ladies left in Glee, and although most of the time they didn't get along- mostly because they were each other's competition- they were friends. On their way to the dance Rachel pulled out her iPhone and texted Noah, 'Hope to see you there!'

When he didn't respond right away, she expected that meant he wasn't going.

The Prom turned out to be amazing. The Star Struck theme was definitely a success. Rachel was very proud of her work, but she couldn't have pulled it off with the help of Noah. If only he were here so that she could thank him.

Rachel spent most of her time standing off to the side watching everyone dance. Occasionally Mercedes would pull her in to dance with her whenever one of her favorite songs came on. She saw everyone enjoying the night- Kurt dancing with Blaine, Brittany sitting on Artie's lap, Finn and Quinn the King and Queen hopefuls, Mike and Tina dancing around in circles, Santana grinding up on Dave- not something anyone wants to see, and then in the corner of her eye she spotted Noah standing off to the side too.

She circled around the dance floor to meet him.

"What's up my hot little Jewish-American princess," He smirked.

She twirled around in her dress. "Glad you came!"

"Yeah well I thought that maybe if I showed up without a date that would increase my studness, because Puckasaurus is no one's date." Rachel rolled her eyes at his outrageousness. He knew she didn't buy that. "Alright, I came because if I didn't I knew you'd probably be on my case about it."

"Well thank you," Rachel smiled as she reached to fix his tie. He stood there awkwardly as she fixed it and when she was done she patted him on the shoulder and walked away. He stood here for awhile unsure of what to think and why she did that.

"What was that about?" Finn came up to him.

"What?"

"You and Rachel? You're not her date are you?"

"Oh no, I'm not," He assured him. Why would Finn be so paranoid? Sometimes Finn just annoyed him. He didn't understand what Rachel saw in Finn, or what she still saw in Finn that was making it so hard for her to let him go.

Honestly he didn't even know why he cared so much about Rachel. It was very confusing to him, but he could never seem to get her out of his head. Sure he was dating Lauren, but only to fill a void. A void he was still unsure exactly what it was.

And honestly he did come to Prom for Rachel. He liked to see her smile and laugh, and he missed that. He had these feelings and the only way he know how to express them was through song. So he carefully scheduled in a performance during Prom without Rachel finding out, and got the band to back him up.

No surprise that Prom King and Queen were Finn and Quinn. Rachel watched from the crowd as they were crowned and stepped down to dance together. Deep inside she still ached that would have been her being crowned. Nothing ever worked out the way she wanted.

"Hey, wanna dance with me?" Noah approached her.

"I can't…" She looked over to Finn dancing with Quinn and Noah's eyes followed.

"I know I'm not the best at giving advice, last time I gave you advice we ended up making out and ruined your relationship with Finn, but that's not what I mean. What I'm trying to say is that everything isn't always about Finn," Noah lifted her chin up. "Dance with me?"

Rachel thought about it, but before she could even give him an answer he took her hand and soon they were dancing. She didn't say anything and neither did he. Noah was right though. If she was trying to move on from Finn, she needed to stop making everything about him.

Somewhere along she ended up resting her head against his shoulder as they slowly spun in a circle, and he just held her. She felt safe there, in his arms. All she could think about was his smell and the way her hand felt pressed against the contours of his defined arm. When the song was over she gave him a gracious smile and before she could go cry in the bathroom stall he grabbed her wrist and told her to stay right there. So she sucked in her tears and waited as she watched Noah make his way through the crowd to the stage.

Noah grabbed his guitar, and signaled the band as he began singing:

Beauty queen of only eighteen
She had some trouble with herself
He was always there to help her
She always belonged to someone else…

Rachel stood in the crowd of dancers as she watched him sing.

Look for the girl with the broken smile
Ask her if she wants to stay awhile
And she will be loved
She will be loved…

The last lyric Noah looked straight to Rachel. She just couldn't believe this was happening. It brought back memories f the first time Noah sang to her. Suddenly it all made perfect sense to her. She overlooked him so many times because Finn was in the way. Noah. Noah. There you are.

When the song was over someone from her Prom Committee informed her of decoration malfunctions at the photo booth. She left to go check it out and when she returned she couldn't find Noah.

"Where's Puckerman?" She asked around and finally someone said they saw leave. Rachel hurried outside and saw Noah standing around with some people. When he saw her he came over.

"What are you doing out here?" He asked her. She shivered when the wind came through, so he took off his overcoat and handed it to her.

"No," She refused, but wrapped it around her shoulders anyways. "Thanks…why are you leaving?"

"Prom's not my thing. Gonna hit up an after party." Rachel rolled her eyes. She never understood why Noah always put up a front and he knew that she sees right through it anyways. "After I sung you that song you left. You don't know how hard that was for me," he admitted.

"I was on Prom Committee duty. The song was lovely, Noah. Thank you," she managed to say without pointing out any criticism.

"Well I've got to go," He nodded towards his friends waiting to leave.

"Right," Rachel turned around to head back to the gym when she realized that she still had on Noah's overcoat. She turned back and Noah was still there waiting for her, with a smirk.

"Forgot something?"

She laughed as took off his coat and handed it back to him. "Thank you. Not just for the coat, but for everything tonight. When I thought my Prom was going to be awful because of Finn…you made it special." She hugged him and kissed him on the cheek. Before she could pull away Noah asked, "Wanna make out?"

"What?" she laughed.

"I don't know…I just thought it worked the first time to get you to kiss me, that it would work again," he smirked.

"Sure," She said as a wrapped her arms around his neck, and kissed him.