A/N: So, CrazyJT02 gave me this prompt about a year ago. I feel more than a little terrible for taking so long to get this story up, but something about it wasn't sitting right with me and I have reworked it about seven times. I hope you enjoy it, though.

... ... ...

It's not supposed to be like this. She had a plan, an idea of what it was supposed to be like, and it wasn't supposed to be this.

It wasn't supposed to be him coming over on short notice because her dads went to visit friends in St. Louis for the weekend. He wasn't supposed to bring over a movie she's not interested in in the slightest. His hand isn't supposed to travel to the inside of her thigh not even 20 minutes into the film.

Then he's on top of her and they're kissing and undressing and he's got a condom on and his fingers are touching her, testing, and foreplay hasn't happened so much, really, and she's nervous and scared, but she wants it, so when he kisses her more gently than he has been, she makes sure she does something to let him know this is okay. More than okay. She touches his face with her hands, kisses him gently, and then moves her hands to his shoulders.

They've done other things before. Sort of. They've only been together for a month and the sex things are all very new to her. He's touched her through her panties, but never skin on skin, and they've done what can only be called dry humping, though she knows he enjoyed that a lot more than she did. Not to say she didn't enjoy the friction, but let's just say he arrived and she didn't. He'd told her the real thing is so much better and he'd make it so good for her. He hasn't pressured her at all, not once, hasn't made her feel like some kind of prude for not letting him get further with her.

Which makes it even more strange that she's lying naked beneath him and he's saying something against her lips that she really ought to be paying attention to. Something about pain and relaxing and she doesn't have to do this, even though he 'really fucking wants to.'

She wants to, too. She does.

She's trying to hide how scared she is, how nervous. She thinks she's doing a terrible job of it. She's never seen him like this, so focused on something, so serious. He's obviously very, very interested in what they're doing. His eyes are dark and his body is heavy on hers, and he moves his hand to her thigh and bends it how he wants it. She has no clue what she's doing, so she lets him take the lead and do what he wants. She trusts him with her, with this.

Then he pushes into her slowly, and she doesn't want to gasp and let out the noise she lets out, but it hurts. It hurts a lot more than she thought it would. It's like a stinging, searing pain running through her whole body somehow, and this whole thing feels like the most unnatural thing two people can do. He is inside her. He's hard and hot and heavy, and the pain makes her squeeze her eyes shut. Her breath comes out in little pants because she's trying to breathe through the whole thing, but it's not working.

"'S'okay," he murmurs, stilling himself. It feels odd and intrusive, this whole thing. He brushes his fingertips over her forehead and down her cheek. "You're okay."

She knows he's trying to soothe her, and it's sweet, really, but she is not okay. She doesn't want to regret doing this with him like this, but she hates herself a little bit for not waiting and doing more with him before jumping right to sex. But she won't regret it. He'll make it good. It'll get better, right? It has to get better.

She knows he's been with virgins before. She wonders if it was like this, this painful, for all of them. She knew it would hurt, but this is too much. There are tears in her eyes and she tries to turn her head to hide them, almost ashamed of the whole thing, but he puts his hand on her cheek and looks into her eyes before he kisses her gently.

He's promised her over and over again that he's amazing and she'll love sex as much as he does as soon as he gives it to her. And yes, he uses those terms. She usually rolls her eyes or blushes and tells him not to say things like that. She's never doubted his abilities, and she's never doubted she'd like sex. She should have.

She hates this.

"It's...It hurts," she admits, not wanting to really start crying, because that would just be the most embarrassing thing, though she's positive she wouldn't be the first girl to do it.

"It'll be better," he tells her. He moves his lower half about an inch and she whimpers, not expecting it. He groans, though, so she thinks he really likes this. She's not sure what to think about that. "You're so good, baby. Doing so good."

A few little barely whispered words and she's starting to feel better.

"Okay," she breathes out. She thinks she's ready for him to do something, to move more. He kisses her like he's not sure she means it. "You can...do it."

Her fingertips dig into his shoulders as he pulls his hips back, then slides back in. She's not sure what else she's really supposed to do, and she doesn't want that pain to come back again, so she just gasps when he goes deeper, and kisses him wherever she can when he buries his face against her neck. He does it a few times, moves slowly and pushes into her. It's not unpleasant, not like before, but she still doesn't understand why people love this so much. It doesn't feel good, not yet, and she wonders when that'll kick in.

He curses against her skin and pulls his head back, looks down between them. "No," he mumbles. "No, no. Fuck." Then his hips snap sharply, pushing her body a little bit, moving her up the bed, and he's groaning. "Rachel."

And then he's just laying there on top of her with his cheek pressed against hers and his lips touching her collarbone, but not really kissing her.

If that's sex, society is clearly delusional, because it's not enjoyable in the slightest. But how is she supposed to say any of that to him without seriously offending him? What's she supposed to say right now? Or do? He's inside her, but it feels very different now. Is she supposed...to pretend? He's not an idiot, and she knows he's had sex a lot of times before. That's part of the reason she's feeling a little disappointed, because she thought he'd be...that he'd make it...That it'd be good. That whatever she felt that day when they did something similar to this with their clothes on would be intensified and better and she'd get to that place he got to, when his body released whatever it was holding onto and went blank, or whatever is supposed to happen.

She doesn't really feel much of anything right now. That's probably not ideal.

He pulls himself from her and he won't look her in the eye, and she's scared he hates her for this, for not doing it right or being experienced enough or sexy enough or good enough. He rolls onto his back and she tries not to look at his body. He's not looking at her, just has his eyes on the ceiling and his hands at his sides. It's awkward and terrible, this whole thing, lying here with him like this.

"Sorry," he mutters. He doesn't explain it, why he's sorry, what he has to be sorry for, and she feels like she might cry again, so she sits up and swings her feet over the side of the bed. "Where're you going?" he asks, brow furrowed.

She can see all of him when she looks over her shoulder, and she turns her head around quickly so he won't see her blushing. "Just to the bathroom."

"Don't," he tells her seriously, hand on her wrist. She tugs it away. "Rachel, I'll make it better. I fuckin'...I'm sorry."

"It's okay. I'm fine. I just need to go...to the bathroom," she says lamely.

It hurts when she stands up, and she realizes her whole body is tense and she's embarrassed, so she grabs her panties and his shirt and covers her body before she slips into the bathroom, him calling her name as she closes the door.

She buttons his shirt as she stands in front of the mirror. She runs her hands through her hair and tries to decide if she looks different. Sure, her cheeks are red from embarrassment and probably some leftover arousal. There's a little red mark on her jaw from his stubble, and another on her collarbone from his lips. Lifting up the shirt, she sees a bit of a hand print on her hip, but it's already fading, which she's grateful for.

She feels different. Not necessarily more grown up, or like a woman. Just different.

The worrying might have something to do with that.

What if he breaks up with her because she's not good at sex? What if that was all he wanted anyway? She knows it's not, because they went through a lot to even get together in the first place, and he's told her time and time again that it's not just about sex. Plus, last week when they were fooling around in his room during a break from homework, she said something he laughed really hard at and told her, "I'm totally fucking crazy about you."

So that was nice to hear.

Sex is supposed to solidify them as a couple, not make her feel awkward and embarrassed and shy and like this.

"Rach," Noah calls through the door, tapping at it with his knuckles.

"I just need a minute," she says.

She doesn't know what they're going to do now. What do you do after you've had sex for the first time? Are they just going to turn the movie back on and lie on her bed? In the perfect scenario she'd worked out for losing her virginity to him (and it's been him for a long, long time, in those thoughts) there was a lot of cuddling afterward, but she doesn't really feel like that.

"C'mon," he pleads, "let me make it up to you. I'm sorry. I fuckin'...I don't even know what just happened." She glares at the door. He doesn't know what happened? It was sex. It was terrible, awful sex, and she's pretty sure she's the one who should be apologizing. "I've never...Fuck. I have better shit than that, Rachel. You're just so sexy and so, so tight, and I want you so bad."

Her cheeks are red again. She thinks she understands what he's apologizing for now. "It's okay," she says.

"No, it's not. I haven't come that early since...fuckin'...ever. I was just..." She hears something hit the door again, and she jumps a little bit. She's not sure if it was his fist or his forehead, but she doesn't like the idea of either. "Come out. Please."

"I will. Just...I'll be out in a minute."

"I promise I'll make you feel good, baby. I promise."

Her makeup is a little smudged, from the crying, probably, so she dabs at her eyes with a tissue and catches sight of her BlackBerry on the counter. She forgot she'd brought it in here earlier when she was getting ready for Noah to come over and she'd been texting with Santana. The girl is laid up in her bed with a terrible head cold, so she'd wanted an update from the outside world. Given that she's been asking Rachel since before she and Puck were even official for info on when Rachel was going to give it up, she thinks Santana will want to be the first to know. And this is what best friends are for, right? Santana also knows about boys and sex in ways Rachel doesn't and probably never will, so she grabs her phone and starts typing.

First thought: utterly disappointing. Lasted all of maybe 2 minutes.

Santana's response is immediate, and Rachel is thankful, because she really needs some advice or...something.

What? When did this happen!

"Rach."

"Just a minute!" she answers impatiently.

The fact that he seems so eager to 'make it up to her', whatever that means, is actually making her feel better about this whole thing. Obviously he's not putting on his pants and leaving. Not that he can really leave when she's wearing his shirt anyway, but still.

She can't help but wonder what tricks he's got in mind to make it up to her, to be honest. Her cheeks are pink again, and the feeling between her thighs is a pleasant pulsing, rather than pain or anything else.

Like, five minutes ago. I'm in the bathroom. He keeps apologizing and begging to let him make it up to me. I might let him try.

She takes a deep breath and runs her fingers through the ends of her hair again. Looking at herself in the mirror, she decides she does look good in his clothes. This was part of her perfect scenario, too, her wearing his shirt.

Her phone buzzes loudly on the counter and she grabs it before Noah might figure out that she's in here asking Santana for sex advice instead of just talking to him, which would be the more mature thing to do.

LET HIM. He'll do it good. Make him give you 2. Or 3. Txt me after. Slut.

Rachel actually laughs and sets her phone back onto the counter.

Time to face the music.

Or the boy you just lost your virginity to only to have you both completely embarrassed and insecure.

She's playing with the bottom of the shirt she's wearing when she walks back into her room. He's sitting at the end of her bed with his boxers on, and he looks up at her and his lips quirk up.

"I'm sorry," she says quietly. She watches the confused look spread across his face. "If it wasn't...what you're used to."

He grabs her wrist and pulls her close to him so she's standing between his legs and he's looking up at her. "That's not what happened. I just told you that."

"I know, but..."

"I just can't fucking help myself around you," he admits, looking to the hand he's holding. "I want you like, all the time, then when I have you it's...I can't even control my shit." He curves his free hand around her hip and pulls her closer. "You sure you're okay?"

She nods and her hand slips into his hair. "It just..." She bites her lip and figures that if he's going to be so honest with her, she can be honest with him without feeling ashamed of what she's going to admit. "It hurt a lot more than I thought it would."

He looks so concerned and cute and...She's totally falling in love with him, has been for a while, and the fact that he's worried about this at all reminds her why.

"Sorry, baby," he says quietly. "I shoulda done more before. I don't know. I should have gone down on you or..."

"Noah," she whispers, embarrassed. She ducks her head and he pulls her onto his thigh.

His hand slides up her thigh beneath her shirt, lands on her hip, fingertips teasing at the band of her panties. "Let me." His finger slips to just beneath the elastic and he runs it from one hip to the other, slowing down in the center. "Want me to?"

She's very close to parting her legs, but she thinks she should give him an answer before she does that. "Yes." She presses her forehead against his temple. He turns his head to kiss the side of her mouth. "I want you."

He kisses her gently, nips at her lips a few times, and when he slips his tongue into her mouth, she feels him unbuttoning the shirt she's wearing. "Second time's always better," he tells her. She doesn't know what to say to that, so she just nods. He's the only one in the room who knows what they're doing, so she lets him. "You're really pretty."

She opens her eyes when his hand lands on her breast, and she sees that the shirt is completely open. She's not sure why he hasn't pushed it off her yet, but this is okay. Slow is good. Slow works for her. He's just caressing her skin, kissing her gently and now complimenting her. Not that he didn't do this before, too, but it's nice.

"Noah." He's been inside her body and she's blushing over him calling her pretty.

"You are."

"Thank you," she whispers. She wants more now. She wants his hands doing other things, and maybe to lie down and take off this shirt.

"Tell me what you want." It's as if he can read her mind. "Whatever you want."

But she's scared he thinks she's upset with him or disappointed about how things went earlier, the first time. She doesn't want him to think it's his fault she didn't enjoy it. It wasn't. She knows he did what he could at the time, to...She just doesn't want him to feel bad.

"Noah," she says, and he hums against her neck until she pushes him away a little bit. "Before, it was...I wanted to."

"I know," he tells her, hand still sliding over her skin under the shirt. It's quite pleasant.

"I just don't want you to think..." She shrugs her shoulder and meets his eyes. "I'm really glad it's you."

She thinks that covers all the bases. She honestly can't think of a better way of explaining it.

He must not mind the words, because he kisses her and moves his hand around to sit between her shoulder blades. She finds that very sexy. Then he's turning his body so it's angled more towards hers, and she's got her hands on his shoulders, and she can't get close enough to him. She thinks they need to move in order for her to feel any better than she feels right now.

"Can we maybe lie down?" she asks breathlessly, and when she opens her eyes she sees him smirking at her.

"Whatever you want," he repeats, lips brushing hers.

She slips her hand into his and stands, then walks around the side of the bed with him behind her. She turns around and looks at him as she shrugs the shirt off her shoulders. It falls to the floor and he smiles and stares at her body, but she doesn't mind. She's in just her panties, and for a moment, she thinks of taking them off, just for convenience's sake, but she wants to wait. He lies down next to her, propped up on his side, and his hand slides back and forth along her stomach.

"Do something," she pleads, because she needs him to touch her or something, anything more than just kissing her. "Do what you want."

"Rachel." It's like a warning or something, like he has ideas in his mind and the invitation to do them could be dangerous, but really, she trusts him, and she knows he'll stop completely if she says the word. He would have before, too.

He moves his hand down to touch her through her underwear, and she moves her hips just slightly and lets him move her leg how he wants it so he has more room. And it feels very good. His touch is light at times and harder at others, and even with material between them, she can tell this is what is supposed to happen, the pulsing, the wetness there. She knew that anyway, from the times he did this before, but still.

She wants to tell him to take off her panties, but it's very difficult to think of how to phrase that without sounding desperate. She doesn't have to say anything anyway, because he slips his hand inside, and it's not perfect, but it feels amazing anyway, his skin on hers, his fingers pressing gently and trying to find whatever he's looking for. He must find it, because the next thing she knows, she's making a noise and there's a feeling low in her tummy she's felt before, but is getting more of now.

"Good, right?" he asks, lips against her jaw.

She nods and hears him laugh a little bit, but she doesn't mind because she knows he's not making fun of her. She can't take it anymore, wearing clothing, so she brings her hands down and pushes at her panties. He chuckles again, but she thinks this is practical. She doesn't want him to stop touching her, but she wants the underwear gone. It's a compromise or some other word she doesn't have the mental capacity to think of right now.

He moves, keeping his hand where it is, and pulls her panties the rest of the way down her legs. Once he's lying alongside her again, he tells her to kiss him, so she does, because she wants to and she's not entirely sure what else she's supposed to do in this situation. When she asks him, he gives her a gorgeous little smile and teases at her opening with his finger.

"Do whatever feels good," he tells her.

Oh. Well, that's rather easy, isn't it? For some reason, what feels good is for her left hand to wrap around his wrist. She's barely holding him, just has her fingers curled around his arm as he touches her between the legs. He smiles and watches their hands. She's not completely surprised when he slips his finger inside her, but she flinches because of the memory of the pain she felt earlier. It's okay, though. She doesn't feel anything but a severe disappointment that there's not enough there right now.

"Can you...I like that," she tells him. She doesn't know which words to use or how to act. He's being very patient, and he must like what she's doing, because he kisses her cheek and he keeps smirking and everything.

"Yeah?" he asks, his voice low. She likes that tone. His thumb does something incredible that makes her back arch and her hips press towards his hand on their own accord. "You like that?"

No seriously, his voice...

"Yes. Yes, very much," she breathes out. "I think...I want..."

He laughs softly at her inability to speak. She supposes she can see how that might be funny. "What, baby?"

"More. And maybe faster?" She snaps her eyes closed when he curls his finger inside her. It's definitely good, but definitely not enough.

"Don't be shy," he says seriously. "Are you sure?"

"Noah," she whines. For some reason, there's a lump in her throat, like she's dying for something only he can give her and he's being cruel and holding back. "Please."

She looks at him just in time to see the grin on his face, and he pulls his hand away, then there's something more filling her, two of his fingers, and it's enough to make her suck in a breath and wrap her hand around his wrist tighter. She promises him she's okay when he murmurs the question against her temple, and his thumb circles that spot as he moves his fingers slowly, in and out. She makes a sound that makes him moan and push his body closer. He's hard again, pressing against her, and it's still scary, but less so. She thinks the worst of it is over. She's still not going to be any good at it, but at least she'll be able to focus on the sex, not just the pain.

She's not really in a rush to get there, and she doesn't think he is, either, because he does something with his fingers inside her and she grips at the bed spread as her hips jerk.

"Too much?" he asks, concern mixing with the lust in his voice.

She shakes her head. "No," she promises. "No, not...I can't...I need to..."

"Want me to make you come, baby?" he asks, licking the shell of her ear in a way that should not be nearly as sexy as it is. She can do nothing but nod when he swipes his thumb against her again. He moves so he's got one leg over hers, and it pushes his hand just a little deeper. She bites her lip and...god, she really does enjoy this. "God, Rach, you're so wet."

"More," she says, because it feels like what she needs.

"More what?"

She thinks he might actually be confused, but then he pulls his fingers from her and uses them to rub in circles against that spot his thumb was paying such wonderful attention to before, and yes, that's what she wants. It's what her body wants. She feels everything tense up, then release, and a noise tears from her throat as she snaps her eyes closed and just feels this. It's like being weightless, like gravity has disappeared, and she doesn't want it to stop, but it does all too soon, and she's breathing heavily and his hand is on her hip, wet fingers lying there. She doesn't even care.

That was incredible.

"Oh, my god," she pants, eyes still closed.

"Look at me," he commands. He drags his fingers along her hip bone. "Rachel, look at me."

She sighs and opens her eyes and he's smiling at her, and she leans over to kiss him because she really, really wants to feel that right now. He holds her hip a little tighter, presses his hips against hers and she swallows the groan he lets out. She knows he wants her to do something for him eventually, but she's...She's nervous for that. She's very aware they did all of this backwards.

"Thank you," she says after they've parted.

"No."

He means she doesn't need to thank him. She wants to anyway. She feels a thank you is appropriate in the wake of that feeling he just gave her. He kisses her again, teases at her lips and never quite gives her enough. She thinks he's doing that on purpose, and she'd call it unfair if not for the fact that he's obviously aroused and she's not exactly jumping at the chance to help him with that. She doesn't really know how, though, and she doesn't want to embarrass herself any more tonight. Then again, she's lying on her bed naked and she thinks there's no way she could be embarrassed now.

"Let me taste you," he says quietly against her cheek as he kisses her.

That sounds really, really wonderful, actually (as wanton as it is for her to think it) so she nods and loosens her grip on his shoulder and arm so he can move to wherever he needs to move to do this. He pushes her legs apart and slips his arms beneath her thighs like he's done this a hundred times. She doesn't want to think about that. Then she hears him groan and she didn't realize she had her eyes snapped shut until she has to open them to look down at him.

"Lie back," he tells her. She's just staring at him, positioned between her legs with a smile on his face that makes him look far older than he is. "Baby, you gotta relax for me."

At this point, she's thinking she'll do anything for him.

She leans back against her pillows and tries not to flinch when she feels his warm breath on her. This feels like the most intimate thing anyone could do to her, even more so than being inside her. Maybe that's because...Well, she doesn't want to think about that first time anymore, if she's being honest.

He slides his tongue up her center and the only thing on her mind is his name, so that's what she says. He does it again and she whimpers. He chuckles and she thinks she hears him say something about it not taking very long, but she doesn't care about any of that, she just wants more of this. He blows on her, licks, sucks at one point. He's...she doesn't want to think about how he got this good at this task. She focuses instead on the slide of his tongue and the way his fingertips dig into her backside.

"Do you like this?"

She doesn't realize the question has come from her until she sees his eyes dart up and his brow raise. He hums and flicks his tongue before he nods. She almost misses it because she slams her eyes closed. She doesn't know what pattern he's using, but she hopes he memorizes it for future use, because if she thought what he did with his hand was good, it was nothing compared to this. (Obviously not nothing, but my god...)

"Noah," she finds herself saying. He seems to like her encouragement or direction, even though she can tell he doesn't need it. The feeling she felt earlier is fast approaching, but she doesn't know it well enough yet to predict when it'll happen. "Oh, oh, oh."

It's a chant and she's angling her hips, and she knows he likes that because he pulls his mouth away and grins up at her before putting it back to work. Two quick strokes of his tongue and she's tumbling over an edge and desperate for something to hold onto as she goes. All she can find is the sheets and she'll worry later that she's going to pull them clean off the bed. Not now, though. She just worries about coming down now. He's kissing the insides of her thighs, then her hip bones and just below her belly button.

"You taste amazing," he says as he laves at her nipple. Oh. Well, that's nice to hear. All she can do is hum in response, because she doesn't feel like herself yet. Not even close. "I could come just from that."

He licks his lips and she feels brave enough to touch him more. She puts her hand on his side and pulls him closer so his length brushes her thigh. He groans and buries his face against her neck. He had to know she wouldn't just...Did he not think they were leading right back to how this whole thing started?

"Try again," she says after kissing him for a few minutes. She's felt him trying to subtly shift against her and she knows he must not feel as good as she does.

He pulls back and looks at her. She just looks back because she's not sure what else she should do. "You sure?" he asks after a few moments, hand already slipping down her body. She nods and tries to pull him closer. "Say it. Tell me."

"I'm sure. I want to. Please."

Maybe she sounds desperate, but she thinks that's allowed, considering.

"Tell me if it hurts," he says, moving onto her again.

She'd point out that she told him last time, but she thinks it'd make him feel bad and she doesn't want that. She just wants both of them to feel good. She parts her legs for him and only realizes then that he's taken his boxers off at some point. He presses against her and she sucks in a breath at the same time he lets one out.

"Shit, shit," he mumbles. "Condom."

When he pushes himself up so he can reach over to the nightstand, his erection grazes her stomach and she's got her hand around him before she's even made the conscious decision to do it. She hears him curse and she looks up at him to see his eyes closed and a grin on his lips she's oddly proud of. It's nice to know she's doing this right. She slides her hand up and down slowly, tripping up a little bit when he moves back to his previous position between her legs. He's got a condom in his hand and they're going to do the real thing again soon, but he's not telling her to stop and she doesn't want to.

"Harder," he tells her, lips against her temple. She bites her lip and tightens her fist and watches his face as he moans. "Yeah. Yeah, that's so good, Rach."

She likes the way he says her name at the best of times. This is basically the best of the best of times, and she has to kiss him because she doesn't know how to tell him that without sounding like a giant idiot.

She's starting to really believe sex can be as good as everyone lets on it is.

"Okay," he says, laughing a little as he pushes her hand away. "Okay. Stop."

She bites her lip and slides her hand up his back to rest on the back of his neck, watches as he tears open the wrapper with his teeth. She doesn't think you're supposed to do that, but she doesn't even care right now enough to reprimand him. He's making her totally unlike herself, and she really doesn't mind it.

"You wanna?" he asks, holding it out to her. She's obviously never done it before and this is kind of an important step in the process (and maybe the only one that she really cannot afford to mess up) so she shakes her head and lets her fingers dig into his skin, hoping that conveys just how much she needs him to hurry up. "Next time." He kisses her, smiles a little. "I'll show you."

He's trying to melt her or something. She's sure of it.

"Noah," she whines, knowing exactly how desperate she sounds.

He smirks at her and sits back, rolls the condom on while she watches.

And he's really right.

The second time is so much better.