A.N.: Consider this my attempt to fill in some of the blanks of what's to come, or to process some of the spoilers I've read. I cannot believe that Rachel has no reaction to Shelby being at McKinley and taking New Directions away piece by piece. I will also say there is Puckleberry friendship,but not Puckleberry romance. In other words, this is a total anomaly in my world o' fic, please don't hurt me for it! If you're still willing, here it is...One more caveat though:

SPOILERS FOR UPCOMING EPISODES, SPECIFICALLY PUCK'S STORYLINE, REFERENCED WITHIN. IF YOU DON'T WANT TO BE SPOILED, DO NOT READ!

Honest Lies and Inconvenient Truths

My sheet music...

The thought was fleeting, her hands flying to her mouth to cover any sound she would have made. But the papers floated through the air, her leather folder thumping to the ground.

The noise broke her from her stupor and she ducked below the window in the door, fumbling papers back into her folio.

I have to get out of here.

She swallowed hard, standing slowly. The tableau was unchanged - the familiar Mohawk bent towards a brunette, arms wrapped around each other.

If I didn't know any better, I might just be having an out of body experience...

Rachel shook her head, wrapping her arms tightly around the folder and walking quickly away.

xxx

Puck broke away from Shelby with a small smile. "This is gonna be perfect. You'll see."

xxx

Rachel sat in the car, taking slow, even breaths. "I did not just see that," she whispered. "That did not just happen. It didn't." She shut her eyes and saw Noah's smile against her eyelids, saw Shelby's hand going to his cheek.

She pressed her face into her hands, shaking her head. "I did not just see that," she repeated fiercely. She put the key in the ignition and fled.

xxx

Puck opened the door, smirking. "There's no one around, Shelby, we're cool." He held out a hand.

She stepped cautiously into the hallway. "This really wasn't a good idea, Puck. I – we can't do this here."

He smirked. "I know you don't know me that well yet, but yeah, we can. I know all the spots around the school." He caught her arm. "Trust me."

She shivered at his touch. "Isn't that what you told Quinn?"

He pulled his hand back, stung. "That was a long time ago now."

Shelby took a deep breath. "I'm sorry, Puck, I just don't - this is crazy."

"I know, but it's the good crazy. It is." He swallowed hard, shoving his hand in his pockets and meeting her eyes. "Don't give up on this. I want to be with you, Shelby. I'm not the same guy who knocked up Quinn."

She squeezed his shoulder. "I'm sure you're not. You have grown since then."

"So let me show you. Give me a chance." Puck reached up to take her hand. "Please."

Shelby licked her lips, nodding slowly. "All right, but we have to be careful, Puck. We have to."

He grinned. "Call me Noah. At least when it's just us."

She frowned quickly. "Noah." She raised a brow. "Does anyone else call you that? I don't think I've ever heard anyone refer to you as anything other than Puck."

"Yeah, not really around here." Puck cleared his throat, looking down. "Just..." He shook his head and looked up. "But that's okay. You're not like other girls."

Shelby rolled her eyes. "Don't remind me." She peered up and down the hall and leaned in to kiss him. "Look, I'll see you in a couple of hours at home. Beth needs her bath around 7."

He nodded emphatically. "I'll be there. I wouldn't miss it. Seriously."

She cupped his cheek in her hand. "I know." Blowing out a breath, she squared her shoulders. "I'll see you later." She dropped her hand and turned to the parking lot.

Puck grinned, heading in the opposite direction to his truck.

xxx

Rachel rubbed her forehead, squeezing her temples. "You knew he was into older women, this shouldn't be a surprise," she muttered, and tapped her pencil against the blank looseleaf in front of her. "But she should know better." She shook her head and copied the math problem down. "She's my mother, after all, and he's...You would hope she'd know better..."

But does a mother who didn't raise you actually count as one? Rachel shoved her schoolwork aside with a groan, tossing herself onto the bed. "Not only do you choose not to be my mother, you choose my ex-boyfriend for an affair. What is my life," she muttered into the mattress.

"Rachel? Honey, is everything all right?" Her father knocked, Michael Berry's dark-skinned hand pushing the door open. "I heard a thump, but I guess it was you?"

She nodded, closing her eyes. "Yes, Daddy, I'm sorry. I'm just distracted."

He crossed to sit next to her, stroking her hair gently. "Do you want to talk about it?"

She took a deep breath, opening her eyes to meet his gaze. "It's...it's kind of about my...about Shelby."

Michael licked his lips, his hand stilling on her head. "I see." He cleared his throat, leaning down and raising a brow. "We did agree you can talk about her if you want. Especially now that she's back."

Rachel squeezed her eyes shut. "That's the problem. She is back. Every day. And I'm just...she just..." She shook her head, burying her face in her comforter again.

"Oh, Rachel..." Her father kissed her head. "Honestly, I wish she had never come back. I'm not going to lie. But if you have something to say to her, then you should now that you have the chance. She's not your teacher, is she?"

She turned over, sitting up. "No, Daddy, she's not, but she's...she's taking my friends away from Glee and I don't...I don't trust her."

He raised a brow. "What do you mean by that? I thought she was a good coach?"

"She's good when it comes to that, to the music, but..." Rachel rolled her eyes. "I cannot believe after all the stupidity the man has put me through I'm about to defend him, but at least Mr. Schue cares about us as people,too. I don't – sometimes I don't know if she sees us as anything other than performing machines."

"You really don't think so?" Michael folded his arms, regarding her steadily.

She shook her head. "No, I don't. I don't think she cares that Mercedes' boyfriend is manipulative, or that Santana is hopelessly in love with Brittany, or that Noah –" Rachel cut herself off, looking away.

Her father leaned down to catch her eyes. "What about Noah, honey?"

Rachel bit her lip. "I don't think she realizes just how far Noah would go to see Beth. What he'd sacrifice, the lengths that he'd go to..." She sighed, muttering under her breath. "The terrible choices he'd make..."

Michael rubbed her arm. "But, Rachel...these people, they're all choosing to work with her. Maybe they don't want someone who knows them like Mr. Schue. It's a fresh start for them."

"Seems to be going around," she muttered.

He closed his eyes for a long moment. "Sweetheart, I love you. You know Dad and I love you with all our hearts. Shelby made a choice a long time ago that she couldn't give you the life you deserved, and she let go." He clenched his jaw and continued. "She should have left it at that and stayed far far far away, but you can't blame her for wanting to give this little girl the chance that Noah and Quinn couldn't."

"She didn't even think about how coming back here would affect me, did she," Rachel said softly. "She was simply offered a lot of money for an easy job..."

Her father swallowed hard, gathering Rachel to him for a hug. "I don't think she was thinking about more than that, sweetheart, no."

Rachel sniffled. "I wish..." She looked up into his eyes. "I wish she had..." She buried her face in his chest.

Michael cuddled her close. "But that doesn't mean that you can't tell her, honey. Now that you've had time to process the shock, if you have something to say, you say it. She deserves it." He kissed her head, brushing tears from her cheeks. "You have every right to hate her, I give you permission."

She laughed shakily. "Daddy..."

"I do, I say so." He kissed her hair again. "Just because she's lost doesn't mean she can just wreck havoc wherever she goes and no one can say anything about it."

Rachel blew out a breath. "You think she's lost?"

"I think...she's looking for something and going about it all wrong." He nudged his daughter gently. "You wouldn't know anything about that, would you."

She swallowed. "But...she can really hurt people, Daddy." Rachel shrugged. "At least when I do crazy things, I'm usually only hurting myself."

He raised a brow. "Sunshine."

Rachel huffed. "I said usually!" She frowned. "Do you – do you think I got that ruthless streak from..." She bit her lip.

Her father chuckled. "From your mother? Probably. I know it's not from your dad or me."

She shook her head, squeezing him. "Well, if that's who I could have become under her care, I'm glad you and Dad helped to temper me." She blew out a breath. "I just hope she does a better job with Beth."

Her father raised a brow. "Well, maybe you can tell her so."

Rachel sighed. "Maybe."

Rachel took a deep breath, lifting her head before walking into McKinley the next morning. It's fine. Just avoid both of them until you know what you want to do.She plastered on a smile and headed for her locker.

xxx

Puck strolled the hall, hands in his pockets and a smirk on his face. After years of screwing up left, right and center, he had a chance to be a family, a chance to have his daughter in his life. Not to mention a hot cougar all to himself. He paused as a question dawned on him."Yo, Rachel, what time is rehearsal tonight?" He stopped next to her locker.

Rachel froze, her breath catching in her throat. "I – it's – you need to be there at 4:30."

"Cool." He frowned at the look on her face. "Something wrong? Do my fists have to have a talk with somebody?"

She smiled tightly, shaking her head. "No, I'm just – it's senior year, there's just always something."

He quirked a brow. "Okay, but you let me know. I'm doing pretty damn good in the being nicer to Jews thing."

A genuine chuckle broke free and she relaxed, lowering her shoulders. "Thank you."

"Yeah, whatever, don't sweat it." He looked over her shoulder, grinned. "Good morning, Ms. Corcoran," he drawled.

Rachel stiffened, glancing behind to see her mother walking through the hall.

"Good morning, Puck, Rachel." Shelby smiled, gaze lingering for a beat on his.

Rachel cleared her throat. "Well, I have to get to class. Noah, I'll see you at rehearsal. Have a good day, Ms. Corcoran."

Shelby started, looking to Rachel and back to Puck. "I – thank you, Rachel, you too."

Rachel nodded jerkily, whirling to make her escape down the hall.

"Later, Rach," Puck called after her. "And hello, Shelby. A very good morning to you."

Shelby hid behind her hair. "Good morning, Pu -." She frowned for a heartbeat, tossing another glance at Rachel's determined escape. "Noah," she corrected. "Noah."

xxx

Rachel sat backstage, watching as Puck, Santana, Tina and Mike ran through "America." She narrowed her eyes, nodding slowly as they worked the blocking.

"It looks good, for a first rehearsal." Shelby approached slowly. "I'm impressed."

Rachel clenched her fists, releasing them and turning with a tight smile. "I'll be sure to let our directors know."

"Rachel, can we talk?" Shelby pursed her lips, stopping next to Rachel offstage.

Rachel's smile went brittle as she shook her head. "Now isn't a good time, Ms. Corcoran."

"Will you stop calling me that right now?" Shelby folded her arms across her stomach. "It's after school hours, and I just wanted to talk to you, see how you are. I know I should've tried to really talk to you sooner."

Rachel drew a deep breath. You can't hurt a teacher, Rachel, even if she's not your teacher. "I appreciate the sentiment, but I'm just trying to focus right now."

"Well, we can talk about related things, can't we?" Shelby nodded towards the quartet on stage. "All friends of yours?"

"Wouldn't Jesse have reported on all of that?" Rachel snapped back.

"Ouch." Shelby rubbed her arms. "I suppose I deserve that."

Rachel's jaw flexed. "At the very least," she muttered. "I really can't talk right now." Her expression softened as she smiled. "Nailed that choreography, Noah, nicely done."

Shelby followed Rachel's gaze and took a deep breath. "Rachel, I just want you to know –"

"Now you want me to know something," Rachel bit back. "Well, no thank you, Ms. Corcoran, I have no interest in knowing anything more about you than I already do." She cast the woman in question a meaningful glance. "Which is more than I ever wanted to." She paused a beat. "You'll have to excuse me – that's my cue." Rachel stalked onto the stage.

Shelby wrapped her arms around herself, watching Rachel walk away with a frown. "Do I want to know what you know?" she whispered.

xxx

Puck ran offstage, blowing out a breath. "Have mercy, Rach, water, I'll be right back." He grinned as he caught sight of a shadow in the corner. "Well, well, hello, Ms. Corcoran."

Shelby smiled quickly. "You looked good out there."

Puck grabbed his backpack, snagging a water bottle from its depths. "Thanks. I'll give you a private performance later if you want." He smirked, cracking the bottle open. "I'll nickname you America for a night," he offered with a grin, chugging the water.

"Noah –"

"Noah –"

He froze. "Whoa. Was that stereo?"

Shelby swallowed. "One of those wasn't me," she said softly.

He popped back out from behind the curtain. "Yo, Queen B, I'll be right back, I'm refilling my water bottle. You wouldn't want me to pass out of dehydration before we get through your first rehearsal, right?"

Rachel folded her arms and sighed. "No. Which is why there should be a water cooler back there. Shall I –"

"No, I got it, I know where I'm going, I just had to find my water." He grinned, holding up his hands and pointing the empty bottle at her. "Damn, settle down."

"Just – fine." She closed her eyes, waving him off. "Mike, do you want to run the blocking for Blaine and me as we come onstage?"

Mike shrugged. "Yeah, sure."

Puck rolled his eyes, taking Shelby's hand and dragging her to the water cooler. "Sorry, Rach is – well, you know."

Shelby nodded. "I know. Insanely driven. Abrasive with it at times."

Puck shrugged, shaking his head. "I kinda like her. She's intense, but she's cool."

She tilted her head, pursing her lips. "How – How close are you two?"

Puck chuckled, raising a brow. "Aww, jealous? The only chick I have eyes on is you, you know that."

Shelby winced. "Noah –"

He glanced around and kissed her quickly. "I gotta get back out there before she kills me, though. I'll come by after rehearsal."

She caught her lip between her teeth. "Maybe you should –"

He kissed her again, cutting her off. "Nope. The only thing I should be doing is you," he murmured. "Look, I gotta go, I'll see you around 8."

She shook her head. "Beth will be –"

"In bed, I know." He smiled suggestively. "That's okay though. I'll help you straighten up, and then we'll see what else comes up." Puck wagged his eyebrows at her, smirking. "I'll see you later, Shelby."

Shelby nodded with a frown as he walked away.

Rachel watched as Puck lingered around Shelby's door through the week, the other choir director a fixture at the musical rehearsals. She shook her head, blowing out a breath and opening the backstage door. She froze as two shadows moved. "Oh no..."

Puck broke away from the kiss, turning to hide Shelby behind him. "Rachel -"

She held up a hand, turning her face away. "Noah, I don't want to know. I had reserved the stage for this period, and you and Sh - whoever – if you could just -" She shook her head. "Just leave. Please."

Shelby peered from behind his shoulder, whispering in his ear. "She knows. Didn't you hear her? She knows it's me."

He waved Shelby behind him. "Yeah, sure, Rach, happy to get out of your way. Just, um, could you give me like, two minutes to just –"

Shelby swallowed hard. "It's all right, Noah," she said quietly. "I get the feeling Rachel was trying to tell me she knew earlier this week." She stepped out from behind him. "I'm sorry, Rachel. I know this is –"

"Honestly, Ms. Corcoran, I would like nothing more than to have the stage to myself, if you please." She turned to Puck. "I'm sure you know other clandestine locations that are available."

Shelby blinked. "Rachel, you don't –"

"Will you just leave?" Rachel squeezed her eyes shut. "I'm not doing this for you, I'm going to keep my mouth shut for Noah's sake." She blew out a breath. "I owe him one secret kept, and this will be it."

Puck grinned, holding his hand out for Shelby. "Come on, she's right, I know other places around the school."

Shelby frowned. "Just...just like that?"

Rachel cast her eyes upward. "Noah, will you tell her to just –"

Puck raised a brow. "Yeah, Shelby, let's just get out of here, if Rach is cool, then I'm –"

Shelby ran her hands down her skirt. "Are you – are you sure –"

"Dear sweet Streisand, will you just go away? Get off the stage, get out of my school, get out of my life while you're at it!" Rachel threw her hands up, turning to face her mother directly. "I cannot believe that instead of taking the gift I'm giving you, you want to question me. What, are you expecting me to go get you fired? Believe me, I would love to, but to do that, I'd have to report who you're consorting with, and not only do I owe him for the fiasco with Beth in the first place, but I don't want to send him back to Juvie, either."

Rachel raised a brow. "Do you even know anything about what happened when you just took off with her? Do you have any idea of the fallout? Or are you, as I am quite rapidly suspecting, the most self-centered person ever? You blow into my life and uproot everything - orchestrate a soap opera scenario - so I can come running to you, so that I want to be part of your life, and when it's not what you want, when I'm not what you want, you just brush me off and expect me to accept it with a smile. You take Noah's daughter from him – for the best of reasons, I completely agree he and Quinn aren't ready and even endorse the idea – but you take her away, take her far from here, and then without so much as a 'by your leave', here you are again."

Rachel glared as she picked up steam. "And not just back in town working at Carmel, oh, no, you're right here in front of our faces. Right here, where I cannot pretend that my mother is Patti Lupone and is somewhere pining for me. Right here, where I can be reminded every day that not only did you give me up at birth, but you gave me up again when you met me last year. And you come back, and you smile, and you forget everything and expect that we can do the same. How blind are you? Quinn is slowly losing her mind, and Noah –" Rachel cut herself off. "Just go. Both of you. Please."

Shelby inhaled shakily, reaching out a hand. "Rachel –"

"Just go!" Rachel shook her head. "Forget it. I will." She turned and stalked from the stage.

Shelby stared after her blankly. "I - I didn't - I wasn't -" She locked her lips. "I have to talk to her."

Puck shook his head. "Let me go after her. If it's safe, I'll let you know."

"I didn't mean to hurt any of you." Shelby grabbed his forearm, squeezing. "I didn't, I really didn't." She shook her head. "Juvie, Puck? Really?"

He ran a hand over his head. "Yeah, not something I like thinking about. Look, I'll talk to her." He kissed Shelby quickly. "I'll catch you after rehearsal tonight."

Shelby nodded, arms wrapped around herself as she watched him walk away.

xxx

Rachel sank onto the piano bench, placing her sheet music on the stand with shaky hands. "Well, Daddy did say to speak my mind," she murmured. Exhaling roughly, she set her fingers to the keys, running arpeggios up and down the keyboard.

xxx

Puck strolled into the choir room, nodding. "I knew I'd find you here." He kicked the door shut behind him, shoving his hands in his pockets.

"Just go away, Noah." Rachel continued to play through her scales.

Puck circled the piano. "Look, Rachel, just let me –"

"Noah, I'm not mad at you." She pulled away from the piano, folding her hands in her lap. "There's nothing to explain on your end."

He turned around a chair to sit across from her. "I think I'm a little insulted."

Rachel rolled her eyes. "Don't be." She allowed herself a small smile. "I think I know you pretty well by now. Shelby is…she's your perfect setup."

Puck quirked a brow. "What do you mean?"

She wrapped her arms around herself, her smile going brittle and sad. "Well, you get to be Beth's father without having to deal with the bad parts of Quinn."

"And she's hot," he added.

"It's a little twisted to tell me that, you know." Rachel rubbed her arms. "She's my mother, too."

Puck shrugged. "That's true, I didn't even – whoa." He snickered. "What were you saying about a perfect setup? Sounds like I'm the freaking man right now. I get a hotter, and more experienced you, and I get a baby who looks like me and Quinn. I'm good."

Rachel raised a brow. "Your mother would love to hear you say that."

Puck winced. "Did you really have to bring that up?"

She scoffed. "You called mine hot. Fair play."

"Damn." He gave her a small salute. "You win."

"No, I don't," she said softly. "But thank you."

Puck cleared his throat. "So, uh. You and Shelby. I really wasn't thinking about that. I just..." He shrugged. "It's all right there, you know?"

Rachel chuckled. "I know. Believe me." She stood, crossing to his side. "Which is why that little incident – from discovery to outburst, if you don't mind – remains between the three of us." She squeezed his shoulder and kissed his cheek. "Just...be careful, all right?"

He smirked. "Learned that lesson, the hard way," he replied.

She rolled her eyes. "There are other things at risk here, Noah." Rachel took a deep breath and shook her head. "I'll see you at rehearsal."

xxx

Shelby pushed off from the wall she was leaning on as Rachel walked past. "Rachel, wait."

Rachel inhaled slowly, holding her breath before turning. "Yes, Ms. Corcoran?"

"I just want to – to say I'm sorry." Shelby met her eyes. "I was thoughtless. It's just – there's so much going on all at once and I'm trying so hard not to fail her that I – I fail myself, more often than not. And by extension, you. I just – I can't right now, with you." She took Rachel by the shoulders. "That's not to say that you aren't worthy and wonderful and talented, Rachel. Don't let my shortcomings become your neuroses. I'm just still getting used to putting someone else before me at all times of day and night. I absolutely was that self-centered and oblivious, to think I could interfere in your life like I did last year. And I'm trying not to be that person for Beth and I inadvertently mess everything up for you again. Have I missed anything?"

Rachel closed her eyes, rubbing a hand over her heart. "No," she whispered.

"I'm sorry, Rachel. I am." Shelby took a deep breath, holding Rachel's gaze. "As for Noah –"

Rachel lifted a hand, stepping out from under Shelby's grip. "He's nearly legally an adult, I'm well aware. Any other impropriety or illegality, I am looking away from for his sake. Just..." She sighed. "Just be careful with him. He's really a good person, under all the –" She gestured. "All the Puck."

Shelby nodded. "I know. You should see him with Beth." She clasped her hands in front of her, smiling softly. "Thank you, Rachel, and I will. I'll be careful with them both."

Rachel gave a tight smile and nod in return. "Now you'll excuse me."

Shelby stepped back. "Of course."

"Shelby!" Puck hissed from the choir room. "I think we've got fifteen minutes. Schue's on lunch."

With one last glance after Rachel, Shelby ran back to join him.

A.N.: Not sure if that helped or hurt, but at least it's out of my head...? I'm really not into the whole Puck/Shelby thing, but I can kind of see why it makes sense. This is my attempt to work through it. Let me know what you think!