Disclaimer: I own none of the characters used in this piece of fiction.

Author Notes: Another one written for a prompt posted at the drabble meme at the puck Rachel community on livejournal. I had fun with this prompt. Look out for the first of compilation of random Glee pairings that will be popping up sometime today.

Of Make-Up and Fears

He didn't get it. It was one of those 'parties of the year' type deals. Everyone who was anyone was at Santana's house for this great Halloween party. Yet he had only seen Rachel once. Once! What kind of shit was that? He'd seen her an hour after he arrived. The sight of her had made him feel weird things but he shrugged it off. He sucked it up and went to say hi when she had stopped to talk to Kurt and Mercedes. The freaking midget practically disappeared after she had caught sight of him. To make matters worse she's in this cute little Tinker Bell number that he was dying to tear off her. What? He's a man and that green little dress stopped at just the right length on her ever-going legs.

Whatever. He had to figure this shit out. Tonight was the night he was finally going to make his move. Not that he was a pussy or anything - 'cause fuck that shit, he's not - but he just didn't want to deal with another fiasco for trying to get with Finn's ex-girl. He doesn't need any more drama in his life thanks.

Fuck that. Back to the problem at hand. He had to figure out why Rachel was avoiding him. Santana's house is big but it is not that big that he'd only get away with seeing the midget once all night. Besides, she definitely had to be avoiding him, because really he should have seen her again by now.

"Yo, Mike, I need you for a second," he demanded, practically pulling the Asian away from his hot Asian princess.

"Sure Puck," Mike muttered under his breath as Puck continued to drag him out of the room, "what did you want?" he asked the moment they stopped.

Puck cleared his throat, tugging at the sleeves of his costume as he quickly glanced around, "Your Berry's best friend or some shit like that right?"

Mike's brow rose as he crossed his arms over his chest or tried at least, the blades were kind of making that difficult, "Last I checked I was."

"Good, good, maybe you can tell me," he knew he was making a fool of himself but whatever, he needed to figure this shit out, "why the hell is Berry avoiding me?" There he got it off his chest, now Mike can do what he always does and use his weird Asian voodoo shit to enlighten him.

He didn't know what to think when Mike started to laugh. Really, what was so funny?

"Dude," Mike started once he calmed himself down enough to talk, "do you have any idea of what Rachel's afraid of?"

"Eh, losing a solo to Beyonce?" He held himself back from punching Mike when the lanky teen smacked the back of his head.

"Wrong, Rachel has an insane fear of clowns."

Now he was just confused, "Clowns? What the hell do clowns have to do with why Rachel would be avoiding me?"

Mike gestured to Puck's costume, an 'are you serious' expression on his face. Puck glanced down, noting the full body multi-colored suit he wore. He ran a hand across his cheek, staring at the white on the tips of his fingers. Right. He'd let his sister pick out his costume this year. The little brat decided it'd be cute if he were to dress up as a clown. Not once did she think of how that'd work for his rep.

"So that's why when I tried to walk up to her she just ran like some fucking ghost was after her."

Mike smiled, "Bingo. Get out of the costume and you should be good to try to get her to talk to you tonight. If we're done?"

Puck didn't miss the longing look Mike was tossing towards the living room, "Go ahead Chang. Go get your Goth princess."

Mike gave him thumbs up tossing a quick, "Good luck" before disappearing.

Great, so he finally knew the reason for the lack of Berry in his evening. Now what he needed was a bathroom and he could totally fix this shit.

- X -

Thirty fucking minutes. Thirty minutes to take off that stupid make-up and making sure there wasn't a trace of it left on his face. The shit he did for girls, he better get laid for this. After pushing through people, he finally found who he was looking for.

Rachel stood in front of Santana, the pair chatting as they shared a drink. It was only a second before he caught Santana's eye, bringing a finger to his lips to silence her from telling Rachel he was there. The Latina excused herself, pushing the drink into the shorter girls' hand.

"Hey Berry,"

The midget turned so quick, the wings attached to her back smacked him. "Oh Noah, forgive me. I didn't know it was you."

Her eyes widened as she fully took him in, the girl taking a step back. He could see the legit fear in her eyes but he wasn't about to let her run away from him again. Puck grabbed her arm before she had the chance to leave.

"Whoa, whoa, whoa, babe I didn't go through the trouble of wiping off shitty make-up and handing off my wig to some freshmen for nothing."

Rachel frowned, "Noah, I believe Michael's calling me. I really should go see what he needs. If you'd just release me."

"That's bullshit Berry," her face soured with his curse but he was never one to censor himself, "I just got done talking to Mike not long ago. He's probably necking his girl in the living room. So you have no excuse. I want to talk to you and all you've been doing is avoiding me. I had to hunt Mike's ass down to see what the hell I could have possibly done to you that you'd avoid me. Only to find out it was all because of my stupid costume. I had to wash all that fucking make-up off. You have any idea how mad Mercedes is gonna be. It took forever to put that shit on. If she kills me that shit is all on you Berry. I went through all this because you have some insane fear of clowns and that's why you had to go and not talk to me and ruin my night when all I wanted to do was ask you out!" Puck seethed; maybe he shouldn't have gone off like that, especially taking in the wide-eyed expression on her face.

"Fuck," he rubbed a hand over the top of his head, "Rach I didn't mean to explode."

Rachel shook her head, "You…you went through all that trouble because of my fear?"

He nodded, turning away from her. Now that he let himself think about it, he felt like a pussy. Puck was a little more than surprised when he felt lips on his cheek. He turned as Rachel settled back down.

"That's very sweet of you, Noah." the smile she gave him was nearly blinding, her eyes practically danced as she stared up at him, lacing her fingers with his, "You wanted to ask me out?"

He chuckled, "Yeah, been trying to for a couple days now."

The little brunette looked down to their joined hands, allowing herself to play with his fingers, "Well, maybe if we were to get you out of those clothes I'd consider it."

His brow shot up, "Berry if you wanted to see me naked all you had to do was ask."

Rachel smacked his chest with a cute squeak, "Noah I said no such thing."

He laughed, "I know babe, I know. What do ya say we ditch the rest of this party, I go home and change and we hit up a diner?"

She paused before nodding at his request, "I think I'd like that."

"Good, I wasn't gonna let you say no."

He grabbed her hand, quickly ushering her towards the door. It probably would have been simpler to just go up to Santana's room and grab some clothes he knew were there, but he didn't really want to explain why they were there. All his work would be fucked up and he was more than a little sure he needed her. He just wasn't going to say so, at least not yet.