A/N: Still don't own Glee. Sigh, I wish. But on a lighter note, 14 days until I see Glee Live! If I meet Lea, it will literally make my life. Anyway, back to the story. An alternative interpretation to Prom. For the purpose of this story, Jesse never came back :) enjoy, and hit the review button, because it makes my day! Thanks so much x

She looked at herself in the mirror a final time. The pink dress was lovely, it fit her beautifully and her hair fell in all the right places. But even if she looked like a princess she still could not feel happy in herself; her heart sank as she looked at the sad face smiling back at her. The poor fool, she thought, she wants so much she'll never have.

"Honey," her dad called up the stairs to her, "Mercedes and Sam are here!"

She sighed and glanced in the mirror a final time, her pink hairband slightly. She would have to do. She knew what she'd said to Mercedes was true, that it wasn't all about having a date to Prom, and she knew that going together with Sam was a nice idea, but if she was truly honest, she couldn't help the aching in her heart that longed to be told she was beautiful, be given a corsage and be danced with all night.

She tripped down the stairs lightly and gave Sam and Mercedes a twirl. Sam did indeed tell her she looked beautiful but it wasn't the same when you were on a three-way-date and he'd told Mercedes the same thing. They posed for pictures for her fathers, smiling radiantly before waving them goodbye and going out to Mercedes' car. She sat in the back watching Sam give Mercedes covert smiles and nudges before announcing that it was going to be 'An Amazing Night'. She laughed lightly and agreed wholeheartedly, however much she didn't feel it inside.

They walked into the Prom, Sam holding each girl on one arm and smiled jovially for their pictures. They spoke to people graciously and greeted their Glee friends animatedly. They had decided on a rota in which Sam would dance with each of them and rotate; Rachel went first, taking his hand lightly as he escorted her to the floor. He twirled her around and spun her out, laughing with each twist and turn. She thanked him kindly when the song ended and skipped over to Mercedes, telling her it was 'Your turn now, gorgeous!'

She sat down at the table alone and watched them briefly. Sam spun Mercedes around and held her tightly to him, whispering something in her ear which caused her to laugh vivaciously, throwing her head back and grinning effervescently. Rachel's eyes drifted sideways to Finn and Quinn moving awkwardly from side to side. Quinn nestled her head in the crook between Finn's shoulder and neck and smiled softly, closing her eyes, stepping in time to the music. Rachel sighed watching them.

Jealousy pounded through her veins; not even of Quinn for being with Finn but of her for having the perfect night, the perfect prom. Even Santana and Karofsky were dancing together and that was the weirdest set up she'd ever seen. A lump rose up in her throat as Finn's face cracked into a smile, kissing the crown of Quinn's blonde hair gently. Rachel swallowed and pushed her chair back, running from the room before her eyes began to tear. Halfway down the corridor she stopped and leaned back against a locker, her body hunched over, curling into itself, her eyes tightly shut as she took a deep breath, in and out.

"Hey."

Her eyes opened fractionally and she saw Noah Puckerman stood before her, his hands shoved in his pockets, eying her cautiously.

"Hi…" She murmured back, lifting her head to look at him. "What are you doing here?"

"It's a Prom, people come to dance usually and have a good time…"

"Noah." She looked at him pointedly, stopping herself from rolling her eyes.

"Well evidently you weren't having a good time; I saw you running out and came to see if you were alright."

"I'm fine." She stood up straight and smoothed her dress down. "You should get back in; Lauren will be looking for you."

"She dumped me." He said simply. "Said I was ruining her chances for Prom Queen. What the hell? I'm a stud." He tossed his chest out with bravado. "So she brought some wrestling dude instead and I came alone."

"Oh Noah," said Rachel, reaching out an arm to stroke his own arm gently.

"Whatever." He brushed off the comment but not her hand, "So are you going to tell me why you're stood out here alone or what?"

"Didn't have anyone to come with, did I? Nobody asked me."

"But, Sam and Mercedes…?"

"You've seen them together Noah, I was a pity third wheel."

"Well," He drew himself up and said, "You'll be my date instead." He cleared his throat, "Miss Rachel Berry, would you do me the honour of being my date to the Junior Prom?"

She laughed and said, "I'd like that."

"You look beautiful by the way," He smiled down her which she returned gratefully whispering,

"Thank you."

"So you want to go back in and dance then?" He extended his arm but she didn't take it.

"Not just yet, let's stay out here for a bit."

They could hear the music faintly coming from the hall and wordlessly, Puck asked her to dance. He held out his hands and took her in his hold. She slipped one hand onto his shoulder and took his palm in the other. He placed his other hand on her lower back and drew her close. They moved together effortlessly, seamlessly, easing into each other. He twirled her around in the empty corridor before pulling her back into him.

"Rachel?" He murmured,

"Hm?" She looked up, her brown eyes meeting his green ones, little flecks of brown dancing inside his irises.

"You really do look beautiful."

He tilted her chin up and brought his lips down to hers, massaging them gently with his own. He kissed her softly, threading his tongue along her bottom lip, caressing her lips with his, their tongues dancing together. Her hands tightened on the back of his suit as he ran his hands through her long brown hair, toying with the pink hairband that rested there. He traced the inside of her mouth with his tongue and pulled gently on her bottom lip. She pressed back, losing herself.

After some time they broke apart and simply looked at each other.

"You don't have to be alone anymore Rachel," He said tenderly, gazing into her.

"I know." She replied softly, winding her arm around his back. He put his arm around her shoulder and pressed a light kiss to her temple before leading her back into the Prom.

R/R!