A/N - This is based on the promo I saw for Season 2. Finn says he has feelings for Quinn. Rachel hears and goes off to be alone and think. Puck finds her and offers her friendship and maybe more.

Disclaimer - I own nothing associated with Glee.

Comfort

"I'd be lying if I said I didn't have feelings for you,"

Rachel watched from afar as Quinn and Finn stood at his locker. Quinn had a satisfied smirk on her face, almost as if she knew Rachel was observing the whole scene. She should have felt more - anger, sadness, disappointment, jealousy - but instead she just felt numb. She quickly turned and walked away. This all felt way too much like last year and she just couldn't deal with this right now. She didn't even want to know how their conversation would end.

Quinn saw a brief flash of long, dark brown hair behind Finn. She smirked as she thought of Rachel seeing her victory. In fact she was so lost in that thought that she almost missed what Finn was saying, which really was nothing new. She flashed Finn a bright smile. "I'm sorry, what did you say?"

Finn slammed his locker shut and looked down at the girl who just last year was his entire world. Now he couldn't sort out everything he felt when he thought about her. Love was in there somewhere, but mixed with so many other emotions - anger, sadness, disappointment, jealousy - that all he really felt was confused. "I just don't know what that means Quinn. We can't go back to the way we were last year, and right now I'm with Rach."

Quinn's face fell as Finn continued his thought. She still took some satisfaction at upsetting Rachel. The midget would probably have a diva fit and push Finn away.

Rachel was sitting on the bleachers. She actually had no intentions of going off on Finn. She could barely sort through her feelings, so she couldn't imagine how he must feel. She almost felt as if this whole thing was a sign. When Finn said that he loved her at Regionals she felt like that was her dream come true. As the summer went on, she started to wonder if maybe she was so caught up in the excitement of Regionals. She was feeling so much that day, that hearing him say that just put her over the top. Now she almost felt over the whole situation. This wasn't going to be like the scandal from last year. If they wanted each other, she wasn't going to drive herself insane or stand in their way. Her unwillingness to fight for Finn just proved to her that she really wasn't in love with Finn. Maybe it was an infatuation, or maybe it was a love of sorts, but it definitely wasn't what she once thought it was.

She was lost in all of her thoughts and feelings, and nearly jumped out of her red sweater when the space next to her was suddenly occupied.

"Yo Berry.'Sup?"

Rachel barely acknowledged him. "What do you want Noah? I was perfectly happy sitting here on my own."

He shrugged off her attitude. "Got tired of the temptation to try and see up your skirt."

Without even meaning to Rachel laughed out loud at Noah's comment. She looked over at him and his typical smirk that didn't seem to reach his eyes. "What are you really doing here Noah."

This time when Noah shrugged, he felt like he was shrugging off her annoying perceptiveness. "I was walking by and you just looked...like you could have used a friend."

Rachel gave him a sad smile. "The last time you and I sat here together, you made it clear that we weren't friends. I was in love with Finn and you with Quinn."

Fuck! She remembered that. He didn't know why he was shocked because this was crazy ass Berry and of course she would remember everything - hurtful, pleasant or whatever - and file it away to be used later. He should have been happy that she didn't seem upset. The whole thing was said without malice. Her voice almost seemed devoid of emotion. That made him feel worse than her actually screaming at him and almost as bad as seeing her look so...well if not sad, then just so...lost. "Trouble with Finn."

"He still loves Quinn. Everyone seems to be in love with Quinn. I'm almost tempted to see what all the fuss is about." That was said in the same almost dead tone.

Puck was mildly intrigued by Rachel's very Un-Rachel comment, but he chose to offer her a sad smile. "They have history Rach."

Rachel gave a bitter laugh. "I'm not mad at him, or you, for being in love with her. I just have no interest in having a repeat of last year. We all seem to be in a better place and getting along, I shouldn't rock the boat."

"I'm not in love with Quinn. I love her to an extent, and I love Beth and I loved the idea that we created her together, but I'm not in love with Quinn. She doesn't get me."

"You don't exactly make it easy Noah. What you call 'badass' actually comes across as jackass."

Puck laughed out loud at Rachel's joke and at her swearing. His laughter was contagious and pretty soon they were both clutching their sides. "If I don't make it easy, then how come I feel like you knew me better during that one week we dated than Quinn or any of my friends ever did."

"Because I'm observant." She gave him a smirk similar to his own. "Plus I never let you see a boob. Without sex in the way there was time for other stuff...like talking, imagine that."

"Hey! I don't wanna see just any friend's boobs! The idea of Korofsky's man boobs disturbs me!" He paused to take in her laughing at him before continuing. "I wanted yours. It's not too late to let me see them you know? Some things are better late than never." He playfully wiggled his eyebrows at her. She playfully shoved him, but they both noticed that she didn't immediately remove her hand from his muscular arm. "Admiring the guns babe? I'll show you mine if you show me yours."

Rachel blushed slightly at his comment and bit her bottom lip as she looked up at him. Her voice was nearly a whisper when she finally spoke again. "As if you really want to."

Puck turned her so that she faced him. She didn't need his strong grip to hold her there though because the intensity of the emotion in his eyes kept her frozen where she sat. "You know you're special, right babe? Forget the shit I said last year cuz I'm an asshole. Obviously we're friends. Like I sang for you and shit. I let you talk me into being in a piece of crap music video and I still never got to see that boob. Fuck, you wouldn't even make out with me."

She laughed and realized that she's laughed more during these few moments with Noah than she has in a long time. She felt comfortable with him, and when he pulled her to him she didn't feel like their height difference was as awkward as it was with Finn who always made her feel claustrophobic. "This is kinda nice, isn't it?"

She almost didn't say it. She didn't want him to realize who he was talking about and what he was doing. She didn't want him to go back to being a complete ass to her, as if her mere existence bothered him. When she meekly looked up at him, the look on his face took her by surprise. It was the look he had whenever he used to kiss her. The same look he wore when he sang Sweet Caroline. The same way he looked while she washed Slushie out of his hair. It was a sweet, tender look that she had been too naïve and caught up in Finn to really see. She never really paid attention to his eyes at all come to think of it. He had beautiful, soulful hazel eyes surrounded by long lashes and right now those eyes were looking at her as if she were the most amazing and beautiful creature on earth. "Yeah it doesn't suck."

Rachel smiled as she buried her face deeper into his shirt. He smelled like cologne and soap but mostly he just smelled like Noah - an earthy mix of musk and masculinity. "Thank you Noah."

He hugged her tight against him and rested his head on top of hers. "What for?"

"I could have sat out here and wound up depressed. You're a pleasant distraction"

"If you want a distraction..."

Noah let his sentence trail off. Rachel rolled her eyes at him. "Noah..." Her tone held a hint of warning, but lacked any real conviction.

Puck could take a hint and would never force a girl just cuz a true badass shouldn't have to force a girl to be with him. "How about we go for a ride?" At her skeptical look, he changed his words. "It's just a drive Rach, don't think it to death."

"Where to?"

"Who knows and who cares. Driving around with you beats a nap in the nurse's office any day." He stood up and held his hand out to her. She felt like this was decision was about more than just taking a ride or skipping school. She wasn't sure exactly, but she just knew that there was a lot more at stake here. She thought about the short amount of time they had already spent together, and how he made her feel happy and alive and like maybe she wasn't totally alone. He offered her safety and comfort, something that Finn with his caring eyes and sweet smile and all that height could never give her. His eyes almost seemed to plead with her to say yes. She grasped his hand firmly in her own and allowed him to pull her up. She smiled up at him and gave him a kiss on the cheek. When his eyes met hers a small smile played on her lips and her eyes held an unspoken promise of what could happen during their time alone together. Neither felt afraid or nervous. Things just felt right. "Take me away Noah."

She didn't care where they wound up and she didn't care about the consequences of her actions. Right now Noah was the best friend she could ask for, and he was there and wanted to be with her - seemingly regardless of what happened. His arm went around her shoulders as he walked her to his car. Once they got into the car and started it up he grabbed her hand and dropped a kiss on each knuckle. His eyes seemed darker when they met hers again. "Where would you like to go Rachel?"

She liked the way her name sounded on his lips. She bit her lip and looked down at their still entwined fingers. When her eyes reached his face again she gave him one of her thousand watt smiles. "How about you take me home Noah. My dads are away."

She swallowed thickly as she watched his eyes search her face. She didn't know what he was looking for, but she knew the moment he found it. His smile was one she rarely saw and she loved the way it lit up his entire face. "Anything you say babe."

She wasn't sure what her expectations were for when they got to her house, but she knew that she didn't want to be alone with her thoughts and feelings and that she enjoyed Noah's company.

He brought her hand to his lips and kissed each knuckle before turning her hand over and doing the same to her palm and wrist. She smiled to herself and put thoughts of Finn and Quinn and school and glee in general to the far reaches of her mind. She could worry about that stuff later. For once she was going to live in the moment and she had to admit it felt good to live her life without it being planned out.

"I really didn't want to be alone Noah. How did you know that?" She turned slightly in her seat and looked at him as he drove.

"Dunno. Just knew I guess. It's the same way you know me so well." He flashed her a smirk. "Must be a result of us being the two hottest Jews in Lima. Or maybe I'm just badass like that."

She rolled her eyes at his second comment, but could easily acknowledge the truth in the first. They had always seemed to connect so easily. That probably said a lot, but for now that would be yet another thing she chose to temporarily ignore. Instead she chose to lean back in her seat and enjoy the feel of her hand in his as they rode to her house in comfortable silence.

I literally stopped writing a story - and all I needed was a final edit - to write this cuz when inspiration hits, who am I to stand in the way. I hope everyone enjoyed. I left it open just in case I decide to revisit this story, because I do have some ideas and I may have more once the new season starts up. Now that I satisfied that muse, I'm gonna hurry up and finish my other stories, lol. Please feel free to follow me on Twitter (SBethancourt02) where I follow most of the Glee cast.