She hears the soft strumming of an acoustic guitar as she makes her way back to the music room. She knows instantly who it is, because the sound, it's so very him. She finds her way to the door and just stops, watching and listening as Noah plays. His eyes are closed, and honestly, she's not sure if she's ever saw him, so in to his music before.

She takes a few steps into the room, and he stops all at once, turning to look over at her with dark eyes.

"That was beautiful, the melody, the way it all flowed, but I'm not sure I recognize the actual tune?" She speaks. She earns a pointed stare and she can't help but wonder if he's mad at her for simply listening.

"Just something I made up," he shrugs.

"Does it have words?" She asks as she walks in front of him and stands waiting for an answer.

"Nah, may never play it again. I just pick stuff out sometimes on the guitar," he speaks glaring at her. "What you are you doing here anyway Berry? Thought I saw you leave all wrapped around Finn?"

She rolls her eyes at his wording and sighs, "I left my phone here," she replies. "I assumed you'd be spending time with Quinn. You two seemed quite cozy today."

"She's got some girl thing going on with Mercedes, getting the nails done or something."

"Yes well, Finn and I were going to spend the evening together," she begins, "But his mother called to warn him that Kurt had brought home some interesting color schemes for Finn's new bedroom."

"Thought he was going to do the whole roommate thing with Hummel?"

Rachel smiles gently, "After a lot of discussion everyone felt it was in both boys best interest to turn Mr. Hummel's trophy room into a bedroom for Finn. Unfortunately, before Finn could have a say on the décor, Kurt was already throwing around ideas of lavenders or soft yellow tones."

"Nice.." Puck chuckles.

"Anyway, Finn went home to demand blue or green paint for his room," she smiles.

"Cool," he nods.

"Yes, well I should get my phone and go... I have a lot of work ahead of me tonight," Rachel smiles. "There are a lot of new songs out there, and I can't wait to start preparing for next year…"

"Berry, cool your jets, you have plenty time.." Puck begins.

"We lost Noah," Rachel huffs crossing her arms. "And Rachel Berry doesn't lose. I have been in many competions in my life, and rarely did the outcome result in me not bringing home first place."

Noah just stares at her, and for the first time in awhile she can't really read the look on his face. It's almost as if he's confused, but there is this understanding in his eyes that she has only saw from him once or twice in the past.

"Guess that's what it takes to get out of this town, huh?" he says suddenly.

"Yes, exactly," she nods. "Hard word, dedication, and belief in ones self are all very important."

"It's cool Berry, all these goals you got? You're all kinds of crazy, but you have a reason, so it's not as annoying as it used to be now, well most of the time anyway."

She glares at him, trying to decide if she should thank him or be insulted. There's a tiny hint of a smile on his lips, so she forces her own smile and just nods approvingly at his words. "Noah Puckerman, I believe you would have actually missed me, had we lost the glee club," she speaks in a teasing tone.

"Dude, no, just no," he speaks with wide eyes. "I can do without your wacked up issues, trust me," he speaks in a gruff tone. "I'm just sayin' I get where it's all coming from."

"Have you considered working toward a music scholarship, yourself? Noah, you have amazing vocals already, and with work and dedication.."

"You think I've got good pipes?" He asks looking up at her.

"I wouldn't have asked you to help me in my Run Joey Run video if had thought differently," she smiles at him. "I selected the three glee club males that I felt would best enhance my own talent."

"Yeah well you got yours all naturally with the bio-mom," he begins and then stops suddenly.

Rachel fights back the lump in her throat and nods, "Shelby is incredibly talented," she agrees slowly.

"Sorry Berry," he mumbles, "Shouldn't have brought her up.. It's just Quinn was going on and on about how the woman could sing and how she'd be this strong role model for…." He begins and then stops a pained expression coming across his face.

"Noah, I know that Shelby adopted Beth," Rachel speaks. "And for what it's worth, I believe she'll be a wonderful mother to her."

"Yeah, whatever, it's done now." He mutters.

There is pain and hurt written all over Noah's face as he strums the guitar once more and then stops. He kicks the floor with his foot and Rachel can tell that he's still hurting from the adoption.

"Noah, you did want to give Beth up for adoption didn't you?" She asks softly.

"It was the best thing," he speaks almost rehearsed. "As much as I don't want to suck at life, sometimes I just do," he adds. "So there was no way I could be all teenage super dad, and Quinn, she was never in to the idea of raising her."

"But wasn't it an open adoption?" She asks.

"Yeah but Quinn don't want to see her," he shrugs. "Don't you have a list of Lil' Wayne songs to be listening to or something? I'm sure Shue would eat that up," he snaps.

"I was thinking more on the lines of 90's rock tonight," Rachel speaks taking a few steps back.

"It's just, that Shelby chick didn't want to know you, so, what if she gets tired of Beth someday?" He suddenly blurts out.

Rachel sucks in a breath at his words and slowly takes a seat in front of Puck. She knows she has to find the right words to say to him. It hurts, thinking about how the situation with her moth-, with Shelby turned out, but she doesn't think all hope is lost yet.

"Actually, Shelby and I have discussed perhaps meeting once or twice a month, just to talk. We do want to keep in contact, learn to be friends perhaps. I have wonderful fathers Noah, and I would never change that for anything. Shelby was the person who allowed that to happen, and I'm grateful for that, but she was never suppose to be a parent to me, not in the way she's going to be for your daughter," she speaks pleading tears not to fall. "She is ready to be a real mother now, and I firmly believe she will love Beth will all her heart."

Noah nods his head at her and then stares back down at his guitar, "It still freakin' sucks," he whispers.

"Yes, I agree, it does."

"But she'll love the kid?" Noah asks.

"And teach her to be strong, and believe in herself, and never give up on her goals," she nods wiping a stray tear from her eye.

"So is my kid, like your sister now or something? Cause that's kinda messed up…"

"As far as I'm concerned, I am and will always be an only child," Rachel says in a stubborn tone, "Still I suppose it does connect me to Beth somehow…"

"Totally weird," Noah mumbles. "So your really gonna be seeing Shelby some?" He asks.

"Yes, we both feel that while we will never have an actual mother/daughter relationship, it is important to stay in contact. Neither of us have any expectations for the other, so I'm hoping the situation will work out for both of us."

"In other words, you're gonna see Shelby some," he smirks.

"I do believe that's what I said Noah," Rachel sighs.

He's quiet for a few moments before he looks at her again, "You'll see Beth?" He asks his voice soft.

"It's possible I suppose. Would you like to know, when and if I do see her?" Rachel asks carefully.

"Yeah, that'd be alright," Puck nods quickly.

Rachel smiles as she stands to her feet again, "You know Noah, considering it's an open adoption, if Shelby doesn't care, perhaps on one of my visits with her, you'd like to accompany me? I'm sure there would be ground rules set into place, but I could ask…"

Puck's eyes brighten a little and he just stares at her and a tiny smile tickles his face. "Yeah, I'd have to think about that, but I dunno, maybe?"

Rachel simply nods in response, "I should go, I have a lot of work ahead of me. It was really nice chatting with you Noah."

"Yeah, whatever Berry," Puck scoffs. "Just don't like tell people or anything…"

"My lips are sealed," Rachel promises as she turns to leave.

"Hey Rach?" Puck calls out just as she makes it to the door.

"Yes Noah?"

"If glee had got shut down, I probably wouldn't have slushied you anymore," he says honestly.

"Thank you Noah," she speaks slowly. "That's, kind of you I suppose."

"And like, if I had saw you in the hall or something? I might've nodded at you," he adds. "Or like spoke if no one was around."

"And someday when I win my first Tony, I will remember to thank you, as well as all the other glee club members, for your help in my journey to stardom," Rachel grins.

Noah grins at her and shakes his head, "Go on Berry, get all your crazy out of here."

"Goodbye Noah," she smiles in return as she head towards out the door. Soft strumming sounds from the music room again and Rachel can't help but smile. They're both going to get out of this town someday, it's one of the many things she's sure of.