Here is the other version where he walks in on her. Mmm yummy! SMUT! So here it is… Hope you like it!

Any mistakes are mine… sorry

I don't own anything obviously

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Puck came home after a long day of working. He had photo shoots after photo shoots and then the fashion show that night. Instead of going to the after party, he decided to go home and hang out with his best friend, Rachel, who he hadn't seen in days since their schedules were never in sync.

He listened to see if she was awake but he only heard music from her room. He went to take a quick shower before spending the night watching movies and hanging out with her. Once he was clean, he put on his sweats and walked to her door. He knocked lightly, but he didn't hear anything so he slowly opened the door.

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When he opened the door to her room he was frozen in place.

The last thing he ever thought seeing in his life was his best friend completely naked, knees up legs spread wide open pushing a vibrator in and out of her wet pussy while her other hand rubbed her clit moaning in pleasure.

He knew he shouldn't be witnessing this and needed to walk out like now but his feet were not cooperating with him. He was rock hard and with just wearing his sweats it was very noticeable.

She opened her eyes and gasped seeing her best friend with a hard on watching her by the door. She took out the vibrator and covered herself with the sheets trying to calm down. "Noah what are you doing here? You're home early." She blushed.

He was looking at the vibrator next to her, covered in her juices but when she spoke he shook his head snapping out of it and spoke. He cleared his throat and said, "Yea I decided to come home and hang out with you instead since I knew you weren't working and we hadn't hung out in a while."

"Oh my God. I'm so embarrassed." She rubbed her forehead with one hand while the other held the sheets against her naked chest.

"You shouldn't be. You looked amazing fucking yourself." Puck whispered.

She blushed shaking her head. "Oh God."

He walked towards the bed and sat facing her taking her hand away from her face and making her look at him. Don't think for one second she didn't notice the tent in his sweats. "I want you to finish what you were doing while I watch."

Her eyes widened in shock. "Are you crazy? No."

"Please?" he begged.

She shook her head and held the sheets tighter. "Noah you weren't supposed to see that. Please leave." She was extremely embarrassed yet still very much turned on and she desperately wanted to finish what she had started before she was interrupted.

"Why? It's normal. I do it all the time." He winked at her.

She blushed again. "I can't believe we're having this conversation."

"Relax," he said softly.

"Noah..." she said, unsure of what he was suggesting.

He put his hand on her hand that held the sheets and slowly pulled it down revealing her breasts. "Fuck so beautiful."

"Noah please..." she said trying to cover up again but he didn't let her and she didn't really try that hard either. In the morning she'll blame this on being extremely aroused.

He moved closer while he slowly pushed her back against the pillows and then pulled the sheets completely off her. "God you're so beautiful," he said huskily as he took a closer look at her bare pussy.

She watched as he grabbed her vibrator and put it on her right hand. He pushed her legs apart and moved her hand that held the toy between her legs. "Oh God." She moaned when the tip of the vibrator made contact with her pussy lips.

He moved her hand back and forth moving the toy up and down her slit and groaned just seeing how wet she was. When he felt her hand moved on her own accord he let go and watched as she turned the toy on and pressed on her clit arching her back a little in pleasure.

"Keep going." He pressed on his covered erection watching her.

"Noah..." she moaned while she moved the toy closer to her entrance and when she pushed in she moaned louder closing her eyes. She started to move the vibrator in and out at a fast rhythm getting closer and closer to the edge.

"Fuck." He said as he pulled out his cock and started to stroke himself groaning at how much she was dripping and fucking herself at a rapid pace.

She moaned when she saw him masturbating to her. She moved the toy a little faster making her gasp and moan, "oh god oh god oh god."

He knew she was getting closer so he stopped touching himself and pulled out the vibrator from her pussy.

"Noah why did you...?" she started to whine but gasped and her eyes widened when he pushed his cock inside her.

"Fuck you're tight." He groaned.

She moved her hands to hold on to his biceps while he thrust. "Oh my God Noah!"

He started to move slowly loving the way she felt around him. "Rachel," he began to move faster and harder making her moans louder as he hit a new spot every time.

"Noah I'm so close. I'm gonna co…" she was near the peak she just needed a little bit more.

"No not yet. Hold on." He pounded in and out while taking a nipple in his mouth sucking and biting it softly, then after he gave enough attention to her right nipple he moved to the other doing the same thing.

"Please oh God." She begged now moaning his name over and over pleading for him to get her to come.

"Not yet. Let me fuck you real good." He moved his hand between their bodies rubbing her clit but it wasn't enough to make her come while he kept pounding in her as hard and as fast as he could.

"Oh God please let me come. I wanna come so badly. Please." He pressed on her clit harder and she arched her back coming hard screaming his name. "Noah!"

While she was coming around him squeezing him tightly, "Fuck," he came right after whilst she milked his cock. He watched her while she had her eyes closed licking her lips trying to come back from her high. He kissed her cheek and she finally opened her eyes looking at him and blushed. He moved a couple of times until he pulled out making her whine a little.

She pulled the sheets to cover her body. She blushed even more when she saw the vibrator still on and wet from her juices. He chuckled and picked up the toy turning it off and wiping it with the sheets and put it on the night table.

"Oh my God Noah. Cover up." She blushed.

He chuckled and pulled the sheets over him and sat facing her. He watched her and she looked thoroughly fucked. "Wow Rae."

"I can't believe we had sex." Her eyes widened. "I can't believe you watched me masturbate."

"Stop Rach. I loved every second of it. I don't regret it. Do you?"

Turning scarlet red she shook her head and whispered, "No I don't."

He smiled and moved closer caressing her thigh, which was still exposed even if she covered her chest. "Good." He cleared his throat. "Do you think that maybe we can do it again?

"You wanna have sex again?" she asked in disbelief.

"Yea."

She looked down to where the sheets barely covered his nakedness and saw him semi hard and blushed. "But we're best friends. Won't this change our friendship?"

"Yes." He said casually.

"I don't want things to be weird."

"They won't unless we make it weird."

"I don't know how I'm gonna react to you outside of the bedroom."

He shrugged his shoulders. "Like you always do."

She took a deep breath and nodded. "I guess you're right. I just don't want us to regret any of this in the future."

"We won't Rach."

"Okay." She smiled biting her bottom lip. He pulled the sheets once again from her body exposing her breasts to him and he licked his lips. "What about the woman you were seeing?" she asked.

He kept pulling the sheets until she was exposed to him again. He leered at her body and she tried to keep her breathing evened out. "I haven't talked to her in weeks."

"Oh why not?"

He shrugged his shoulders and then moved even closer and she saw his cock fully erect now. She licked her lips and he groaned. "She was boring." He moved his hand so he could caress her breast and draw circles around her nipple. She watched as his hand moved down and draw circles around her belly button and then cupped her pussy making her moan. "Fuck you're still wet from both of us."

She opened her legs so he could get a better grip pressing on her clit making her moan. "Noah..."

He pushed two fingers inside her and took a nipple in his mouth while he pinched the other with his free hand.

She held his head in place as she arched her back. "So good."

He added another finger while he moved down kissing her belly button and then reached her pussy. He sucked hard on her clit and she came with his name on her lips. "Rach you're so hot."

She smiled and moved so she could push him back and took him all in her mouth making him groan.

He ran his hand through her hair while she sucked him. "Fuck."

She licked and sucked moving her head back and forth. He couldn't believe his best friend was giving him a blowjob and it was the best he had ever had. He watched as her ass was in the air while she pleasured him. He moved his hand so he could caress her ass cheeks and down to her pussy. "Rae I'm gonna..." He tried pulling her away but she had none of that and kept sucking until he came and she swallowed everything he gave her. "Wow."

"Wow." She smiled.

She licked her lips and saw him close the space between them and for the first time their lips met in a searing kiss. He nipped and pulled and she gave as good as she got. They tongue wrestled and tried to see who would dominate the other. He moved between her legs and kept kissing her. When air became necessary, they pulled apart and he rested his forehead against hers trying to catch his breath.

She looked at him and smiled. "I guess we can keep doing this until one of us finds someone else."

"I like the sound of that."

"Me too." He smiled against her as he started to kiss her again.

FIN