Disclaimer: Not mine. No money. No affiliation.

It's not like she doesn't get it. She does. They think she's fine. That she's okay the way she is. Sure, she wants to stand out; she wants to be the inspirational person to young girls that Barbara was for her. But it's just so hard sometimes. Competing with the Quinn's and the Santana's. And they've both had work done to improve on their appearance, how does Rachel really stand a chance against that?

Finn can tell her she's beautiful the way she is. Kurt can tell her that Barbara was an icon and she'd be an icon. Mercedes could drum off the statistics on plastic surgery mishaps. Tina could spout out her mantra of self-empowerment and aspiration. But none of it changed her reflection and how she felt about it.

"Hey," Rachel turned from the vanity mirror, perched on the end of her stool, startled a little. "Your Dads let me up." He nods his head towards the door, even as Rachel can hear her parents pottering around before they leave.

"They're going to a fundraiser for the blind. Daddy is worrying about his green tie not matching his dark blue suit and Dad keeps telling him 'they're blind, what do they care?'. They've been doing it since I came home." Home from the mall after school, home from Noah's little intervention. "Thank you, by the way. For this afternoon." He shrugs a little, stepping into her room to sit on the box at the end of her bed.

"Kurt did a lot of it; I'm going to be honest. I picked the song though." It was the biggest gesture anyone had put on for her, this massive, all inclusive thing that everyone in the mall saw. A flash mob; just for her. He'd gotten a flash mob.

"It was really nice."

"Didn't convince you." He just looks at her, like he can tell exactly what she's thinking. "Why are you so caught up on this? What is it about Quinn Fabray that you think is so perfect you have to emulate her?"

"It's not Quinn." It really isn't just about Quinn and her perfect nose and perfect skin and perfect hair and perfect smile and her perfect perfectness. Not entirely. It's about not being one thing, about not being the girl with the nose; it's about being more than her nose.

"That's bullshit. This is about Quinn, and Finn, and how you never seem to see yourself the way you are." Rachel stares at her hands, her hair falling around her face to hide her embarrassment. "Quinn paid to be that pretty, she had a nose job, she had liposuction, she had chemical peels and all of it was just to make herself look a certain way. And it's a lie." Noah stands up, starting to pace in the room. "I mean, even Santana had surgery because of Quinn. Santana. The girl who's not supposed to care what anyone thinks. She fucking inflated her damn chest."

Rachel's moderately surprised at just how deeply Noah feels on the matter. If anything, she would've thought that Noah would appreciate Santana augmenting her breasts to enhance their size. Didn't men like bigger breasts? Rachel wasn't all that well-endowed herself, but she didn't think she'd have breast implants, not just to make boys want her more.

"Noah, why are you here?"

"I had to have one more try." He stops pacing, looking towards her and just sighing. "You're amazing, just the way you are. Nose, bossy attitude, plump little lips, the sweaters and skirts and take no prisoners personality. It's all what makes you special." It's never made her feel special, it's always made her feel like an outcast, like a loser, like something was wrong. "And you want to change it. Water it down and be like Quinn Fabray; with her fake nose and fake smile and fake life. You know Quinn, Rachel. You know that's not who you are."

She can't tell him that she wishes she were blond, because people seem to always like blond girls -even April Rhodes, who had many flaws, and Mrs Schuester, who might've been clinically insane. That she wished she had light eyes instead of dark eyes, that she wished her nose was smaller and her lips were neater and her hips weren't as wider and her breasts were bigger and her personality wasn't as abrasive and people likedher. That was all she wanted, to be liked, to be wanted, to be adored and desired. She can't tell him all that because it's not who she is, it's not who she'll ever be.

"We're leaving, pumpkin. If Noah's staying for dinner, remember and call his mother." The door shuts behind her parents and Rachel looks up to see him watching her intently, like he knows everything that's going on in her head.

"C'mere." He takes her hand, pulls her from her bedroom and into her closet, pushing the door back so that the full length mirror isn't blocked.

"Noah, this really isn't-"

"Unless you can tell me that you are convinced you don't need to change anything, shush." His hands sit on her hips, his chest pressed to her back as he looks at her in the mirror from over her shoulder. Rachel feels silly, standing in front of the mirror with him behind her. He pulls her hair back from her face, smoothing it down her back and running his fingers through it a few times.

"I seriously love your hair. It's always really soft, never feels sticky or whatever like some girls. It tickles sometimes, like, when it brushed over my cheek when we were making out. But it's nice, cause it's not all bristly and clumpy." And yes, she does like that about her hair. She's been asked before what products she uses to get it so soft and shiny. She uses organic shampoo and conditioner, but that's all. She must be naturally blessed with good hair.

"It's almost as soft as your skin. Like, I thought maybe you put a whole lot of that shit on your face, but you don't. You've just got this really nice skin and it's so good to just stroke sometimes." The tip of a finger runs along her jaw line, drawing her attention to where his finger strokes. "Sometimes you have this weird glow thing going on, like, you're just really happy or excited and you just, I don't, you look so fucking flawless or something."

It's the honesty in his eyes that stops her from pulling away; it stops her from saying anything as his knuckle brushes her cheek.

"You know, most of the time I don't even notice your nose. Cause your eyes just sort of grab attention." His chin rests on her shoulder, staring right into her eyes in the mirror and she just can't look away. "They're just so fucking deep, and dark. But sometimes there's this hint of light in them, like when we did Run, Joey, Run. You had this little spark of something in there. I miss seeing that." She ducks her head, biting at the corner of her lip.

"You probably know that I really like your body." His hands slip back to her hips, sliding down just slightly to run over the tops of her thighs. "How someone so short can have legs like yours I will never know, but seriously Rach, if someone says anything about the skirts and the socks, God, they're retarded. Because this get up," his fingers flick at the hem of her skirt, and Rachel smirks because she recognises this Noah. Playful, teasing Noah. "God, Rach, it's just phenomenal."

She knows he likes her skirts, he made that abundantly clear those few days they spent 'dating', which was basically just making out in her room or in his, or in a janitors closet at school, or in the resource room at school, or in his truck outside her house. The point was, she knew he liked her skirts, and her legs. Because even if he said he was annoyed that she never let him touch her boobs, he hadn't really tried, because he seemed to like her legs that much more.

"And I know guys are all superficial and stuff, but whatever, you've got this smoking hot body wrapped up in these clothes and screw anyone who says different. Your ass is amazing, all tight and toned and perfect." He'd been fond of holding her butt when she'd straddled him, hadn't he. "These sweet little hips and toned stomach and you know how much I wanted to touch your boobs."

"Noah," his hands slide over her stomach, fingers barely brushing against the skin where her sweater pulls up from her skirt, that scant inch of flesh he can reach between top and bottom, sending sparks along her body.

"You look amazing, Rachel, just how you are. No changes. You've got a Jewish nose, so what? You have legs to forever, hair to kill for and skin that I swear I could just kiss for days." His lips press to her throat, Rachel just leaning back into it, and she's never felt like this before.

She's been told she's pretty by Jesse, even if he did compliment her in a backhanded way. Finn's told her he thinks she's beautiful. But she's never actually felt it until now, never felt like someone found her desirable, that someone wanted her, that she was sexy. But there he was, Noah Puckerman, telling her all the things he liked about her, all the superficial little things about her that she shouldn't want to hear; she should want him to like her for her brains, for her intellect and her dreams and her personality. Not her legs, or her hair, or the way she kissed. But she just couldn't help the thrum of pride in her.

Because Noah Puckerman thought she was sexy, that she was hot.

"Show me?" He didn't move away from her, didn't stop his hands trailing over her skin softly, didn't take his lips away from her throat as she leaned back into him and closed her eyes.

"Show you what, Rach?"

"Show me that you want me." She's being needy, she's being the needy, clingy girl looking for that affirmation and she knows he hates that. But he doesn't scoff at her or leave or anything like that. He turns her around, slides a hand up the side of her face, into her hair, and pulls her into a searing kiss. Noah always put passion into kissing; Rachel always felt it in their kisses. The way their lips pressed to each other, how their bodies just melded together, the heat that pooled in her at the touch of his tongue to hers. She could kiss him forever and never grow tired of it.

Her arms wrap around his neck while he holds her to him with a grip on her hips, hands slowly sliding up her back to wrap around her just the same as he started walking them backwards. Her back hits the doorframe just as they part for breath, Noah's mouth shifting to her throat and Rachel just sighs as the pressure tingles through her. The way his hips shift into her, his chest pressing to hers, Rachel understands just why they seem to get carried away with each other any time they're left like this, and for once, she's not worried. She wants it, wants to know how he wants her, wants to feel that passion for her.

"Noah," her fingers thread into the short strands of his mohawk, the tips of her nails scratching over his scalp and he groans against her neck. She goes with him as he pulls her away from the doorframe, leading her back into the bedroom with a light grip on her hips. She caught her lip between her teeth again as he stopped beside her bed.

"Do you trust me?" He ran a hand through her hair, pushing it back from her shoulder, leaning over her and just gazing into her eyes. She couldn't do anything but nod. "Let me show you how beautiful you are." Noah's hands feel so nice against her skin, running up from her hips to her waist, thumbs stroking over the flesh revealed as he pushes her sweater up slightly. She nods again slowly, wanting him to make her feel it when she's always just heard it and never truly believed.

She wants to believe him.

Noah leans in to kiss her again; softly this time, like a thank you or a promise or an assurance and Rachel sighs into it. His hands run up her sides, slipping under her sweater to stroke over her skin and the shiver that runs through her isn't from coldness, but from the heat of his touch. She raises her arms over her head when he coaxes her, his hands pushing her sweater up and over her head before he lays it on her bed.

She wants to cover herself, cross her arms over her chest to hide from his gaze, but there's just something in the softness of how he looks at her that stops her. Noah's lips trail over her throat, hands on her hips to steady her as his mouth travels from her throat to her chest, soft kisses trailing down between her breasts where her bra parts. He sinks to his knees as he kisses down her stomach and Rachel feels the butterflies start in her gut, her hands moving to his head to stroke at his hair. He taps on one foot to get her to raise her, taking off her shoe and then her sock; before he follows the same pattern with her other leg. Each of his hands slide up her legs, fingers stroking over the skin at the back of her legs, moving past her knees and up her thighs and she feels a tingle between her legs as his hands slip under her skirt to slide over her skin.

Her heart is racing, her pulse throbbing quickly and her breathing laboured as he slowly stands back up, watching her as his fingers unfasten her skirt. She's never been this undressed with a boy before, never been this undressed with an audience before. She always hid away when getting changed; for a performance, for gym, for anything really. She never let anyone see her like this. But as Noah peeled her skirt away, placing it beside her sweater, the way his eyes travelled over her body, the way he looked at her, it didn't make her want to hide.

"You are, without a doubt," a hand slid over her hip, around her back where fingers trailed along her spine, making her arch forwards into him, "the most gorgeous thing I have ever seen." It was probably foolish, melting into him just at the compliment but he made her believe it, and he would know, wouldn't he?

He kissed her again, but it was different. It was almost tender, caring, loving even. The gentle brush of his lips to hers, the way his hand brushed her skin, how he tipped her head up just to catch her lips between his in a soft kiss. It wasn't the passionate, consuming, making out that she recognised from him, it was something more, it meant something.

It was the reason she let him peel her bra away from her, his hands stroking down her arms with the straps, tossing the garment to the bed with her other clothes. The cool air rushed over her skin and she felt her nipples harden under his gaze.

"Fuckin' perfect, Rach." She gasped as his thumb brushed the underside of her breast, his mouth at her clavicle, moving over to over her heart before moving lower. Rachel held her breath as Noah's mouth pressed to the swell of her breast, just pressing soft kisses to her flesh before he reached her nipple and his tongue flicked out.

"Oh," her heart stuttered, the shock startling her as she jerked towards him. Her fingers were probably leaving bruises in his biceps, but he wasn't complaining and Rachel needed something to help her stand. His mouth and teeth alternated between teasing her breast and startling low moans from her while his hand stroked her other breast lovingly. She didn't feel at all inadequate, the attention he paid them almost worshipping, the way her body reacted to each of his ministrations. She chose to just feel and stop thinking.

When she ended up lying on her bed, her knees drawn up to frame his hips, she wondered just how far she was willing to let him go, just to feel desirable. Noah's hands ran over her stomach, stroking over her ribs as his lips travelled down past her breasts to her belly. He sort of scooted down the bed, one hand sliding along her thigh to the back of her knee as he placed kisses along the top line of her panties.

"Tell me if you want to stop." But she didn't want to, because her heart was thumping and the heat between her legs only increased as she looked at him, the sincerity and affection clear in his eyes and Rachel just bit on her lip and stroked her hand over his hair. He didn't break eye contact with her as he peeled her panties away from her, tugging them slowly down her legs and dropped them off the bed. "God, you drive me crazy."

She couldn't answer him, not as he placed a kiss on her pelvis, then another and another, leading down until his lips closed around her clit in a gentle kiss, before his tongue slipped between her folds and he press her legs open. She gasped at the first touch, moaned when he licked inside her, sighed as a hand stroked over her stomach; soothing and gentle and relaxing, while his mouth wrought havoc on her body. She couldn't help the jerks her hips made, or the way her fingers pulled at his hair, or the noises she just couldn't contain.

It was nothing she'd ever felt before; as Noah hummed against her, as he carefully pressed two fingers inside her, as he licked around his fingers before closing his mouth around her clit and sucking gently. Rachel felt her muscles start to clench, the coiling heat in her gut started to build and her moans reduced to whimpers. Everything in her body just sang with pleasure as Noah teased her with fingers and lips and tongue and Rachel couldn't hold back from gasping out his name as the dam burst as she fell to pieces.

She was fairly certain she screamed. She might've even passed out for a moment. When she did come back to herself, her hand resting on the back of Noah's head and the other pressed to her chest, she could hardly look away from the boy between her legs. It should've been embarrassing, the way he stroked his fingers over her hips while his head rested by her crotch, but considering what he'd just done for her, she couldn't work up the energy.

"Believe me yet?" Rachel laughed slightly, a touch out of breath, but smiling as Noah pushed himself up onto his elbows and crawled up her body again, placing little kisses to her skin as he went.

"I think I'm convinced." And she was, mostly. The boy found her attractive, all her qualities; they held some kind of attraction for him. He told her in front of their glee club peers, he put on a flash mob with Kurt for her, he made her feel wanted like she'd never been before. He just grinned at her, her hand running along his mohawk as he leaned over to kiss her lips softly. It feels like promises no one else has ever made.

"I gotta go and pick up my sister." She glances over at the clock and realises that yes, he has been here for a while. "See you tomorrow?" His nose nudges at her jaw and she just nods with a smile, even as he starts to pull away and she feels the cold rush over her body. She climbs to her feet to pull on her dressing robe, following him as far as her bedroom door where he stops and kisses her again before darting downstairs and out to his truck.

Rachel spends the rest of her evening thinking; about Noah, about her appointment with the surgery, about Quinn and Santana, about what she really wants. She lies for hours in a bath, topping up the water as she needs and just considering everything.

The following day, she makes her t-shirt for glee and heads to the auditorium to make her announcement. She's not having the surgery, she's keeping her nose, and she sees the way Lauren elbows Noah in the side and smirks at him and she wonders if he told her. She manages to catch him after they perform, away from Lauren and Quinn and Finn and all the others.

"Noah, about yesterday," he leans into her with a smirk, fingers toying with the ends of her hair

"Hmm, pretty good day. What about it?" She feels the blush on her cheeks, wondering if she's making a fool of herself.

"What did it mean?"

"What do you want it to mean?" She hesitates, because she doesn't know what she could possibly ask of him. "Do you want it to be a friend comforting a friend? Do you want to be a boy telling a girl that he's kinda, sorta, totally into her and she's just been far too wrapped up in this lame, dorky douche to notice?"

"Noah, stop talking about Finn like that."

"How d'ya know I wasn't talking about Jesse or Blaine?" She decides to ignore that.

"You like me?" He nods his head, fingers moving to her neck to brush over her skin softly, "Like, date me kind of like me?" He just nods again. "What about Lauren?"

"Zizes is hooking up with a dude from a rival team. We're all about appearances so her team mates don't go postal on her. She kinda knows I'm crushin' on you."

"You have a crush on me?" She knows her face just lit up, the way he rolls his eyes but wraps an arm around her shoulders to lead them down the hall tell her that he doesn't really mind her elation.

"Don't let it go to your head. You know you want me just as bad." And he's sort of right.

"You know, I was thinking, my parents are away this weekend, you should definitely come over and I can make sure that you understand just how into you I am. Maybe, return the favour?" From the way he presses her against the lockers and kisses her, she's fairly sure he's okay with that idea.