As always, I don't own Glee. Because if I did, it would be evident. Many thanks for the assistance of a few people - namely Alipants, Rachel and Jess (and Mel, who served no purpose during the writing of this fic other than to make fun of me for writing it on the bus).

If ever there was a time Noah Puckerman's stud status was reinforced it was now. Watching the girl he's wanted to fuck for some (enough) months getting hers. On her bed with his name (and her - he watched long enough to see her taste herself) on her lips.

It's not like he was deliberately perving (he's not Jacob Ben fucking Israel) but the Berry household was too quiet when he let himself in until he got half way up the stairs and heard her moan. And fuck, his girl coulda been in pain or some shit, so you're damn right he high tailed it to her room. He was being a good friend. And God obviously agreed because he was being rewarded for his chivalry (yeah, Rachel digs it, so he does it).

Watching her with her fingers buried as deep in her pussy as she could manage while she thumbed her clit, and pulled at her nipples with her other hand; the way she was writhing on her bed, digging her heel in to the mattress trying reach something, to drive her fingers deeper was an awesome reward.

Until she stopped. Why is she stopping? And why is she covering herself up with - what is that? His shirt? And holy fuck she looks like she's going to cry. Shit, shit, shit that groan wasn't just in his head.

"Get out," she says quietly, as the tears began falling down her cheeks. And, dude, seriously, chick's scary when she's quiet, so he doesn't quite know what to do or what to make of the situation, when she was clearly enjoying herself (he's got the hard on to prove it) but now she's got a look of - shit what is that? Humiliation? He thinks that's what he probably looked like when he got thrown in the dumpster...

"Noah, please leave." She says it a bit more firmly this time, but there are still tears and she looks like she's going to start throwing things but also like she just wants to curl up and never speak to him again. Neither of which he's down with and he's even less down with her pulling away from him when he reaches out his hand to where hers is crossed tightly across her chest.

"Leave me alone. Just... Don't touch me, don't look at me. Please just get out."

"Rach..."

"No Noah, I don't want to talk about it." She looks like she means it because her arms are wrapped tightly across her chest and she's not looking at him, and shit he'd better make it look like he's leaving because she's heading towards her bathroom and the last time she did that (after he made her come so hard round his fingers that time they fooled around, that he thought they might have been broken) she refused to open the door or even speak to him through it for 4 hours.

"Okay, okay. I'm going." He says holding his hands up in defeat.

He's not goinggoing, he's just gonna park his sexy ass on the hella comfy Berry couch 'til she's ready to talk to him, or at least needs a glass of water (he told you he knows his girl).

He's reading her calc textbook more than an hour later and she still hasn't emerged, but at least he knows for sure why he takes a nap instead of going to calc (Rachel forces him to go to regular Math or whatever she calls it, and he's kinda good at it. Who knew? But calc? Fuck no. This shit hurts).

He's honestly starting to worry 'cause if she's as upset as he think she was and she thinks he's gone she should need water by now.

He thinks about going back up to check on her, but that's probably not smart since he doesn't want a crying crazy woman on his hands. Okay, so part of him wants to go back up to check in case she's finishing what she started but he's not a pervert and he wants her to want to do that for him, not just do it and forget to close her door properly.

Then he has an awesome idea and he texts her, though he's none too sensitive about it (he's still Puck, after all)

'Yo, you get off yet? You wanna tell me why you freaked? S'not like I haven't been there before.'

Yeah, he knows she's gonna go nuts, it's all part of his master plan, she was crazy angry the last time (the only time) she gave him her pussy and he's still kinda hard from what he saw earlier. He's hoping, sue him.

'Noah Puckerman, don't you EVER speak to me again!' is what he gets back and he knows his plan is working; he just needs to up the ante.

'So you can think of me when you ride your fingers but I can't talk to you? Don't seem fair, B'

He can picture her reaction as if she was right there in front of him and it's hilarious.

'Stop it. Stop it. I hate you. And it's 'doesn't', Noah.'

Shit. Correcting his grammar aside, that reaction wasn't part of the plan. Time for 'operation charm her panties off', so he goes to kitchen and finds her special glass fill it from the filter jug in the fridge and heads back upstairs. He pushes her door open and she's got her back to him, curled up in the centre of her bed and he knows she's not finishing what she started before he interrupted her, but that she's crying. Or has been.

She flinches when he sets the glass down on her bedside table and again when her bed dips as he slides in behind her.

"I meant it, Noah," she says still facing away, "I hate you."

He looks at the back of her head as if she's crazy (nothing new there) and says "No, you don't," tugging on the ends of her hair for good measure.

"Yes I do"

"No you really don't."

She lets out an exasperated sigh and he silently rejoices because that means she's giving in. She turns on the bed, jostling him a bit as she does, and God she's beautiful, even with tear stains on her cheeks.

"Fine. I don't. I just hate what you make me feel."

"You don't hate that either."

"Oh my God! Will you stop telling me what I do and do not do? You're infuriating."

He furrows his brow replaying what she just said because there were a fuck load of do's and he's not one hundred per cent certain he caught them all. She giggles a little and tries to stifle it but he's a fucking giggle ninja or some shit when it comes to her (seriously, when she's silently laughing at Schue or whatever just he knows) and he catches it.

They're basically just laying on her bed facing each other and they're not naked which is all kinds of wrong after what happened earlier, but she's still looking all sad and shy and he knows this charming shit is gonna involve a conversation, because it's Rachel, and chick loves to talk (he loves to watch her lips moving, so it's all good).

"You wanna tell me what's going on in your head, babe?"

"Not really. I'd prefer it if we could forget it ever happened."

"Rach, you don't need to feel embarrassed and shit, it's natural. I shouldn't have watched you, but fuck."

"I think about it," she says quietly, not meeting his eyes.

"You're so sexy, you know that?"

"All the time." She tucks her hands beneath her cheek and he can't help himself when he reaches out to brush her hair back off her face.

"Beautiful," he murmurs, "wait, you think about it?"

"Mhmm, all the time. Sometimes I…well…sometimes I try…"

"You think about when we fooled around while you try to get yourself off?"

"Yes." Her eyes close and her lips part and God, she's turned on, he needs to work with this.

"Show me."

He's never seen her eyes bug out like that before and he makes a mental note to get it to happen again, because she looks hilarious. Seriously, shit's so funny he's trying not to laugh. It's not clever when she's feeling self-conscious and her knee is within easy reach of his junk. And even though she looks like she wants to come, she's probably about two seconds from a freak out so he needs to diffuse that before he laughs.

"Rachel, show me," he repeats.

"Noah… I…"

"Shhh." He places his pointer finger on her lips to quiet her. Her eyes fall closed again and her tongue pokes out to wet her lips, licking at his finger in the process. "Fuck, Rach." He has to kiss her. Has to because he wants to and because if he doesn't he might just implode (yeah, he even knows what it means, bitches), so he goes for it, softly at first – just light pecks to her lips, lingering occasionally until he's sure she's going to reciprocate.

She makes the first move to deepen the kiss, licking and then sucking on his bottom lip. He chases her lips when she pulls away.

"Mmm, Noah… Stop, wait," she says and there's no way he wants to stop right now so he kisses her, fingers threading through her hair so he can caress the skin behind her ear, just below her hairline, that he knows makes her moan. The breathy 'Noah' she lets out goes straight to his cock and he really wants to touch her, but more than that he wants her to touch herself.

"Noah, wait…" she says, and he does, because it's the second time she's said it and he's not a douche who forces himself on chicks, "What's happening here?"

He knows what she means but he also wants to give her a hard time because he's an ass like that, so he takes her hand and uses it to press against the bulge of his cock through his jeans.

"I think it's fairly obvious what's happening here, Rach," he quips, biting back a smirk at her forcing herself to roll her eyes at him, even though her hand is moving slightly over him.

"Noah, be serious."

"What do you want to happen here?"

"I... I don't know,"

"How about we see what happens, yeah?" he says trailing a finger down the side of her neck watching her swallow thickly, and fuck, she wants this as much as he does so he really doesn't mind what she might want after. If it happens to be his cock she wants, even better. Puckzilla's all about sharing.

She's staring at him, her eyes all dark with lust, and shit, he needs to work on his poker face because she's regarding him curiously, like she knows something.

"Okay," she says finally, then kisses him fiercely and he's not really expecting it but he recovers quickly and kisses her good, until she's moaning. "Noah, I need to... God, I need..."

"Say it, Rach. Tell me you need to come."

"I do. I want to."

"Touch yourself, Rachel."

He watches her eyes close and her lips part on a quiet moan before she's even placed a hand on herself and it makes his cock twitch and when she runs a hand down the side of her neck over the front of her robe and cups her boob, gasping as she runs her thumb over her nipple, he growls.

He nudges her onto her back and dips his head to lick at her fingers as she teases the nipple between them, her other hand skimming over the swell of her breast then the flat plain of her stomach and reaching its destination between her thighs.

She spreads her legs and lightly kicks him as she does so. That attracts his attention and fuck, he didn't think she'd actually do this no matter how horny she might be, but here she is, sucking in a sharp breath as she grazes over her clit with her middle finger and he completely cannot decide whether to watch her do that or look at her face. Either way, the view is fucking awesome and he's never been so turned on.

When he glances down again she's circling her clit slowly, letting out a small, almost-whimper of a sound as she does. He feels her shudder when she uses more pressure directly on herself and seriously wants to be the one making her do that, but seeing her touch herself when he was the one who asked her to is good enough for now.

She parts her legs more, bends her right leg up so her foot is planted on the bed and moans when she swipes her finger down her slit and back up again.

She says "I'm so wet, Noah" and yeah, he's not gonna lie, and he's certainly not gonna tell her because he thinks she'll be all disgusted and start beating his ass, but he knows, like, he can totally smell how wet she is.

Even if that's not even possible or whatever, he can and he wants to see it for himself so he asks.

"Baby? Can I look?" And she mewls, she legit sounds like a kitten or something, and breaths out a 'yes' that makes him harder than it probably should. She's still alternating between rubbing her clit directly and circling it with her middle finger as he shifts down the bed so his face is level with her pussy, and holy shit she is so fucking wet he can see her glistening, and her pussy is like a work of art that he can't take his eyes off (it's not like he got to see her like this that time they fooled around so he's savouring this shit).

Before he can stop he's moved again and he's between her legs and licking at her while she's touching herself, which is only made hotter by her crying out "oh God, Noah, unnnngggggg" all loud and throaty, and he doesn't think she'll last much longer (yeah, nor will he) and he wants her to do this, so he takes one final lick and she immediately pushes two fingers inside her.

"MmmmNoahyes!" she says almost incoherently and he just stares at her pumping her fingers in and out and pressing down on her clit with her thumb until he's brought out of his stupor by her pleading, and crawls up her body without upsetting her rhythm, brushes his fingers along her jaw

"Rachel, what Baby?" he whispers. She looks up at him, eyes so fucking dark and glazed over, and says "please Noah. Help me, kiss me, something" even though it takes her far too long to get all those words out because she's practically sobbing, but not once does she stop what she's doing and he's oddly proud of her.

He kisses her because she begged him to and because he really fucking wants to, and the taste of her on his mouth makes them both moan.

The kiss is hard and sloppy, their tongues clashing and sliding against the other, and she cries out his name when he pulls at her nipple. He hardly remembers she was palming her own tits until he feels her take her hand from where it's between them and snakes it round his neck, holding him close.

She breaks the kiss and whines, "Noah, I'm so close. Help me? Please?"

"Baby, you got this. You're gonna finish this yourself and it's gonna feel fucking awesome" he lowers his head, lips on her neck, sucking at the skin just below her ear and wondering what shape to make before realising there's really only one shape hickey you can give Rachel Berry.

She growls and tightens her grip round him, almost pleading with him to stay, to keep doing what he's doing, but he moves lower anyway, and grinds himself against her thigh (he needs some friction or he might actually die) which makes her whimper like she did right before he made her come the last time.

"Unnngf, Noah you feel...oh my god... You feel... So good...so close, baby" she moans, and here's the thing, he's hardly touching her (unless you count rutting against her thigh) and she thinks he feels good? She should wait until he's inside her (please).

"Gonna let me fuck you Rach? You gonna come then let me fuck you?" he all but begs but such a pussy move is worth it with the sound she makes. He's still grinding against her as she plants her foot further into the bed and raises her hips, back arching as she chases her orgasm.

She nudges his head with her shoulder accidentally as she tightens her hold on him and when he pulls back to look at her he sees her eyes dark, almost black, and glazed and she keeps working herself as she chokes out something which sounds a lot like she's begging him to kiss her as she curls her fingers (he's almost certain that's what she's doing at least) inside her. Even if that's not what she asked him it's what he wants to do.

The kiss is uncoordinated and she's gasping into his mouth and then she's trembling and her eyes are wide and she's grunting as she's coming. It's not very ladylike but it's hot as hell and, fuck, he really doesn't think he's seen anyone look better than she does right after an orgasm when she's all blissed out and whimpering with aftershocks as she refuses to stop touching herself.

He needs to come - he's not sure how he hasn't already considering what he's just witnessed - so he's fucking grateful to her for undulating her hips, rubbing against him in the best way as she eases her fingers out of her pussy to circle her clit (he can't help it, he has to watch) like she wants to get them both off this time.

It doesn't take much until he's coming in his pants like a 14 year old and he has to lay a hand low across her stomach to hold her hips still because shit's gonna get uncomfortable if he lets it. He's a little sticky, after all.

The pressure of his hand combined with her fingers must be too much though and she's letting go for the second time, this time with his name leaving her lips as no more than a whisper, and him panting in her ear.

Even though she's trying to catch her breath, she's giggling which makes him laugh a little, and then frown because he's not sure she's not laughing about his…y'know…

Thankfully her giggles die down, which saves him from turning into a chick, and sighs out "God, Noah" before she turns to him, her eyes all watery and full of arousal and really, really pretty, and kisses him slow and almost hesitantly. But fuck that, if she's not gonna kick him out he's at least gonna kiss her good, so he threads his fingers into her hair and cups the back of her head.

The kiss is languid, like they have all the time in the world, and she shivers when he runs his thumb along the skin behind her ear. He reduces the kiss to a series of pecks to her lips and she surprises him by saying "I'm glad we did this," between each one, but he doesn't object so offers "me too" in agreement, adding "but I gotta go."

He knew he should have worded it better when he sees her face fall and hears a small, disappointed "oh."

"Hey, Rach, look at me," he strokes her cheek until she finally looks up at him through her lashes, "my jeans are gross from you making me come with all your damn sexiness," she blushes, "so I need to get cleaned up, 'kay?"

She gets a look on her face. He's seen it before when she's been scheming in Glee. He's a little scared, he's not gonna lie.

"Is that all?" she questions, and she's clearly never come in her pants because shit's not nice, and is definitely more than a 'is that all' situation, "because if that's the only reason you need to go, I happen to have a wonderful solution."

Okay, he'll play, but only because she's biting her lip and looking so fucking hot, "which is..?" he asks. She licks her lips before speaking and he groans because he can't help it "well, I was thinking you could get cleaned up here and then, while your clothes are on a wash cycle, you could...ummm..."

Her eyes legit dart around her bedroom, like she's making sure no one else can hear.

He chuckles, "baby, there's no one here,"

"I know that, Noah," she responds curtly with an eye roll, "I was just building up the courage to suggest maybe while you clothes are on a wash cycle, you could...we could maybe...possibly...if you wanted to, we could do that again, but with each other?"

He can't help but groan and roll onto his back throwing his arm over his eyes dramatically. She really has no idea what she does to him.

"Noah?" she asks nervously.

"Rach," he rolls back towards her, "you're fucking awesome."

She dips her chin like she's shy or some other shit he's never going to believe now, so he kisses the top of her head and gets up off the bed.

"Wanna scrub my back for me once I've put the laundry on?" he raises an eyebrow and smirks as he asks the question and she blushes again like she totally wants to.