I do not own Glee, Puck, Rachel, or Adam Lambart's song "Whataya Want From Me" or Falling for You by Colbie Caillat. I simply thought of this idea as a story.

Summery: Rachel notices something off with Noah and urges him to sing about it. Noah sings for the one person who cares about him. Set after babygate.

Couple: Rachel and Noah and maybe some mentions of other couples as well

XOXOXO

Puck stares off into space as Mr. Schue talks to Glee about how they need to stick together now more than ever, despite all the drama that's been going on. Ever since "Baby Gate" as Homo-Explosion (aka Kurt) loved to call it, no one was really speaking to him. They figured since he was such a jerk and a failure he must be at all to blame for St. Finn's perfect heart to be broken.

He looks over to Quinn with disgust. No one ever pointed out SHE was the one who cheated on her boyfriend with his best friend. No one pointed out that SHE was the one who used her boyfriend's stupidity to make up the most outrageous story on how Finn had to have gotten her pregnant, and of course no one pointed out how SHE blackmailed HIM into keeping his mouth shut. All he wanted to do was be there for his daughter in a way his old man wasn't there for him or his sister Leah and it got thrown in his face.

He suddenly was pulled out of his inner rant when he felt a delicate hand on his. He looked over to see Rachel smiling at him softly.

Okay so he lied when he said no one was talking to him. After talking to Quinn, Rachel went to properly apologize to him and seemed to point out everything the rest of Glee refused to address. While he knows she only told to get Finn, she seemed to be there for him that made her an even bigger outcast with the rest of the group. He'd be lying if he said he didn't appreciate that she didn't seem to care.

"Are you okay Noah?" She whispered not wanting to draw attention to herself. Her brown eyes seem to have looked straight through him, making it impossible to lie to her.

"No." Was all he said before turning his attention away from her.

He didn't wanna tell her everything that he was just thinking. He didn't want to bother her anymore than he's sure he already has. He also didn't want to tell her how grateful he is for her. She's been his best friend for almost a month now and he doesn't know what he would do without her at this point.

He doesn't even wanna get started on the dreams. Ever since him and Berry became friends he's been having those dreams about her again. Except this time, it was every night. Some more graphic than others but every one of them making him wake up in the middle of the night sweating, wanting her more and more.

He knows she still wants Finn, even if she did befriend him instead if just running to the saint.

In the corner of his eyes he sees Rachel's sad pout as she tries to pay attention to her teacher's words.

"This week I have an assignment for you all. Since it's no secret we all have a lot we wanna say; you all will sing a song to express yourself at this moment. The song has to be appropriate and you will all perform them the end of the week. This is a solo assignment if you need a backup singer that's allowed but this week it's all about you." Mr. Schue dismisses his students as they all rush to get out of the room.

He looks over to Finn who looks like he just wants to curl up in a ball and die. It breaks his heart to see his students in such distress but seeing Finn so broken hurt him even more.

Hopefully by the end of the week some of his kids will feel a little better.

XOXOX

Puck and Rachel quietly step into Puck's truck as they ride over to Rachel's house. Ever since he heard how often her dads were out of town leaving her all alone, Puck made a point to stay with her as long as he could.

"Do you wanna watch a movie when we get home?" He hears Berry softly ask, breaking the silence in his car.

He looks at her for a second and could see she's holding back a lot what she wants to say. She tends to do that now, and frankly it's pissing him off! He misses her constant chatter. Silence sometimes wasn't so golden. When Berry wasn't talking, it was dead silent and everything he wants to say comes rushing in his head.

"Sure. Fight Club?" He smirks towards her and she smiles softly before rolling her eyes. He knows how much she hates that movie since violence is never the answer or some shit like that.

"I was thinking Shawshank actually." She half smiles as she admits her love for the Steven King movie.

Puck smiles and nods to her as they pull into her driveway.

"Shawshank it is." He decides and smiles to her which she returns.

After the prison movie ended Rachel looks over to Puck and he knows whatever she was holding in before she's about to say. He braces himself.

"Noah I couldn't help but notice you're a little distant lately…" She says looking him straight in the eyes.

"Gee Berry I am? I didn't think anyone would notice." He says sarcastically even though he knows what she's actually talking about.

"I don't mean with Finn or Quinn or anyone else. I'm talking about…me. Did I do something wrong?" She asks softly wanting to know what she can do to be better…better for him.

His eyes soften. He doesn't know why she cares so much about him; why she loves a freak like him, but she does it perfectly.

He pulls her towards him gently and wraps his arm around hers in a half hug.

"You didn't do anything wrong. I'm just being a dumbass and not being a good friend to you." He admits.

"Noah you are a great friend to me! Don't you dare think other wise. You're the best friend I have…you're the only friend I have and I wouldn't want it any other way."

"Thanks Rach." He says as he kisses her forehead. It wasn't anything unusual for him to do. Ever since they became friends, things like that were natural occurrences.

"Maybe you should take this opportunity this week to really tell your side of the story to Glee." She says after a minute of silence. They were still hugging and he didn't want to let her go just yet.

"What do you mean?" He asks.

"Tell Glee about Quinn and how she used your emotions against you. How she used Finn, and how much you just wanna be there for your daughter!" She speaks with such passion and anger for what he's going through and it's times like these where he knows Rachel Berry was it for him. No one else cares about him this much or believes in him the way she does.

He doesn't tell her that that doesn't matter to him anymore, Glee could go screw themselves for all he cared. All that matters is telling Rachel how he felt and being there for his little girl.

"Maybe." He says distractedly.

"Wanna go listen to Neil Diamond?" She looks into his eyes and her eyes sparkle. She knows how much he loves Diamond.

He laughs. "Sure lets go." They break apart and walk up to her room.

He's going to tell how he feels alright.

XOXOXO

It was Friday and all of Glee club was sitting in the choir room ready to listen to their team mates' songs. After Finn's interesting acoustic version of "Your Betrayal" by Bullet For my Valentine and Quinn's heart breaking version of "Gomenasai" by Tatu the rest of Glee sang well and it was time for Puck to sing.

"Before I sing this I just wanted to say this is not an apology song to anyone. I know I have something to apologize for but I'm not the only one and I refuse to take all the blame for this. This song is for the only person who believes in me." He looked over at Rachel whose mouth was open as the song started to play.

Hey, slow it down whataya want from me
Whataya want from me
Yeah I'm afraid whataya want from me
Whataya want from me

There might have been a time
When I would give myself away
Oooh once upon a time I didn't give a damn
But now, here we are so whataya want from me
Whataya want from me

He sings straight to Rachel and he could see her eyes are shining with pride…with adoration and it make him just sing that much harder for her. He used to not give two shits about anyone or anything when it came to school and the people in it. He threw slushies at people, threw them in dumpsters, and was an all around dick. But she still smiled at him, she still believed in him. That girl was amazing

Just don't give up I'm workin it out
Please don't give in, I won't let you down
It messed me up, need a second to breathe
Just keep coming around
Hey, whataya want from me
Whataya want from me
Whataya want from me

He sees Quinn's face soften and he knew the last time he sang for Rachel she thought she made a mistake for not giving him a chance. This time though, he doesn't give a damn about her. He will be a father no matter what she says. He knows he has rights and he can't give up his kid without his say. But that wasn't for not this is about Rachel.

Yeah, it's plain to see (plain to see)
that baby you're beautiful
And there's nothing wrong with you
(nothing wrong with you)
It's me, I'm a freak (yeah)
but thanks for lovin' me
Cause you're doing it perfectly
(it perfectly)

He hates it when people belittle her now. Santana still calls her "Man-hands" and other people call her stupid nicknames and he just wants to punch them all. He knows he screwed up and hurt her in the past but he wouldn't dare now. He knows how beautiful she is inside and out and how he is the loser, he's the freak and yet she still forgave him for everything he ever did to her and loves him even if it's just as a friend. Maybe she'll love him the way he's starting to love her.

There might have been a time

When I would let you slip away
I wouldn't even try
But I think you could save my life

"I won't let you go this time." He thinks to himself as he pulls her to the middle of the floor and just sings to her. He holds her hands in his and refuses to let go until he gets this out. He let her go once on those bleachers because he wanted to focus on his baby but he will not let her walk away this time. If she gives him the chance he will be there for her forever.

Just don't give up I'm workin' it out
Please don't give in, I won't let you down
It messed me up, need a second to breathe
Just keep comin around
Hey, whataya want from me (Whataya want from me)
Whataya want from me (Whataya want from me)

Just don't give up on me
(uuuuuuh) I won't let you down
No, I won't let you down

(So hey) just don't give up
I'm workin it out
Please don't give in,
I won't let you down
It messed me up (It messed me up)
Need a second to breathe
Just keep coming around
Hey, whataya want from me

As he finishes the last refrain he looks into Rachel's eyes and sees there are tears in them. Oh God did he do something wrong?

"Rachel…" He didn't even get to finish before she kisses him.

Oh God it's been too long he thinks as he deepens the kiss and pulls her even closer to him. He barley hears their teacher coughing to inturupt until he feels his hand on his shoulder.

"Nice job Puck but…we still have one more song." Mr. Schue says looking over to Rachel who was smiling and Puck without a care in the world. He quickly looks over to Finn who looks like he was about to get up and murder his ex-best friend.

"I'd be happy to sing my song Mr. Schue." She says softly as she reluctantly lets go of Noah's hand and watched as he sits down smirking at the glaring gaze Finn is sending his way.

"Finn had his chance and he blew it so he can go screw himself." Both Rachel and Puck think to themselves.

"Ironically this song is to tell someone very special to me how I felt. I was hoping he would understand immediately this is for him but it seems as he already felt the same." She looks over to Noah and he smiles at her and she nods to Jeremy the boy in choir to go ahead.

I don't know but I think I maybe
Fallin' for you
Dropping so quickly
Maybe I shouldnKeep this to myself
Waiting 'til I Know you better
I am trying
Not to tell you But I want to
I'm scared of what you'll say
So I'm hiding what I'm feeling
But I'm tired of
Holding this inside my head

She sings to him and she can't believe how dimwitted they have been this month. How they both didn't know they each had feelings for the other. She was just too afraid and it seems he was as well.

I've been spending all my time
Just thinking about ya
I don't know what to do
I think I'm fallin' for you
I've been waiting all my life
And now I found ya
I don't know what to do
I think I'm fallin' for you
I'm fallin' for you

He winks at her and she smiles while she sings. Nothing is going to ruin this for them now. They may have a lot of obstacles in their way but her and Noah were strong enough to defeat the odds.

As I'm standing here
And you hold my hand
Pull me towards you
And we start to dance
All around us
I see nobody
Here in silence
It's just you and me

She remembers one day they were at her house while her dads were out of town, they were listening to Neil Diamond's Sweet Caroline and Noah took her hand and they both just started dancing together. It made their song even more amazing because it was their song, it was the moment he sang it to her.

I'm trying
Not to tell you

But I want to
I'm scared of what you'll say
So I'm hiding what I'm feeling
But I'm tired of
Holding this inside my head
I've been spending all my time
Just thinking about ya
I don't know what to do
I think I'm fallin' for you
I've been waiting all my life
And now I found ya
I don't know what to do
I think I'm fallin' for you
I'm fallin' for you

She thought Finn was the guy for her but she couldn't be anymore wrong. He used her just the way Quinn used Noah. That is a toxic love. Noah chose football over her Noah was always there to pick her up and she hopes she helped him too.

Oh I just can't take it
My heart is racing
The emotions keep spinning out
I've been spending all my time
Just thinking about ya
I don't know what to do
I think I'm fallin' for you

It was funny to sing this now that she already knew how he felt but she was glad to get it out anyway. So he knows she felt the same way he did.

I've been waiting all my life
And now I found ya
I don't know what to do
I think I'm fallin' for you
I'm fallin' for you
I can't stop thinking about it
I want you all around me
And now I just can't hide it
I think I'm fallin' for you (x2)
I'm fallin' for you
Ooohhh

When the song end she hears a faint clapping, mostly from her teacher but she just ignores it and walks over to Noah and kisses him like she's wanted to do for so long.

"Noah I think I'm falling for you." She whispers as she breaks apart.

"Really Berry I couldn't notice." He teases her lightly before pulling her to him again as he presses his lips to hers.

They would be fine this time around. Finn and Quinn be damned.

THE END!

Songs Whataya Want from Me by Adam Lambert and Falling for You by Colbie Caillat