A/N: This is part of my Shuffle universe, an off-shoot from chapter three. It's really AU, set in season two, right after the Sectionals win. Enjoy!

It was the Friday after their Sectionals win and the girls of New Directions where spread out Rachel's basement celebrating. And, surprisingly, it was Tina who even brought the subject up.

"Um, so I'm thinking about sleeping with Mike," she burst out suddenly. Rachel and Santana, in the middle of an epic thumb war, stared at her, while Mercedes, Brittany and Quinn, searching for a song to sing on the karaoke machine, dropped the microphones.

"Wow, Tina, that's pretty big," Quinn told her, eyes round.

"I know, but I really care about him and I think…" Tina sighed, her dark eyes falling to her hands folded in her lap. "It feels right, you know?"

"Is he going to be your first?" Mercedes asked. Tina nodded. "Aw, that's so sweet."

"Who was your first," Tina asked the other girl.

"Puck."

Once again, everyone in the basement focused their attention on one person in the room.

"Wow, Aretha, he got you in one week?" Santana asked, smirking.

Mercedes shrugged, adding nonchalantly, "Yeah, it was no big. He's pretty hot, you know?" She smirked back at the Latina. "Who was yours?"

"Puck, back in eighth grade."

"Not shocking," Mercedes chuckled. Santana glared halfheartedly at her.

"Who was yours, Brittany?" Tina asked.

"First what?" the dancer asked, confused.

"Who was the first guy you had sex with."

"Oh." Brittany thought for a second before replying, "Santana and Puck."

"Santana's not a guy, Britt," Quinn told her.

"I know, but she was there."

They laughed, Rachel nudging Santana, who swatted at her.

"We all know who Quinn's was," Mercedes added, hugging Quinn tightly to her side for a moment.

"Does anyone know who Puck's was?" Tina asked, curious.

Santana shrugged, "I asked him once and he just grinned. I know it wasn't me; he told me that much."

"Or me," Brittany piped up, turning back to the songs. "Oh, let's do Bye, Bye, Bye!" She selected the song and the other two quickly grabbed mikes to sing along with the former boy band.

Rachel returned to her game, thinking about spring break of seventh grade.

Noah kissed her neck, one hand trailing up her side. "Please, Rach, I just want to see what it feels like," he murmured. They were under some blankets by the lake, the cool spring air keeping them alert for anyone who might be walking about.

"Noah, that is a very special thing, I want to save it for the right guy." Even as she fought to sound stern, her voice came off very breathy and definitely lacking in sternness.

"Rachel, it would be my first time, too. Please." He was using his puppy dog voice, the one he knew she was powerless against. Still, she pulled at his hair, recently cut into that ridiculous Mohawk, until he moved away and looked at her.

"Are you serious, Noah? I thought you and Christy Simmons…" she trailed off. He should his head viciously.

"No, we never did, we just made out." He cupped her face, his thumb tracing her cheekbone gently. "I want you to be my first, Rach. Have since I learned what sex was."

Her breath caught. "Really, Noah?"

"Yeah," he whispered, leaning down to kiss her so sweetly, she thought she was going to explode right there.

"Okay," she murmured against his lips. She felt him smirk, his hand ghosting under her shirt to lightly caress her breast before trailing down to unbutton her khaki shorts. She lifted her hips, allowing him to tug them down. Feeling adventurous, and maybe a little daring, her hands went to the bottom of his shirt, hooking her thumbs on it and pulling it over his head before she began her own exploration. He had started playing football that year and was definitely losing his baby fat.

He groaned as one hand brushed his nipple. "God, Rach," he panted, "do that again." She complied, raking her nails over them lightly. Noah attacked her neck with renewed vigor, his fingers reaching down to run through her slit.

"Fuck, you're so wet for me," he whispered, pressing against her clit with his thumb.

"OH! Ohh, Noah, please," Rachel whimpered, thrusting her hips into his hand.

"Please what, Rachel?"

"Please… Make love to me," she panted, her nails digging into his shoulders.

She felt him fumbling for a moment with his shorts for a moment before they came off completely. "Give me a sec, I've never put one of these on before."

"Put on what, Noah?"

"A condom."

Rachel leaned forward, taking the foil packet from him before tearing it open and rolling it down his shaft. "How do you know how to do that?"

"My fathers insisted I know how, even though I'm young, after reading an article about kids start experimenting with sex at a young age-" Noah cut her off with a kiss before breaking away again.

"Are you ready?" he murmured.

"As I'll ever be," she said, her body tense.

Noah grasped his member, rubbing it against her slit while pressing sweet kisses to her jaw before moving to hover over her lips. "Don't tense," he breathed, rubbing himself against her clit. "It will hurt worse and I don't want to hurt you." He resumed his kisses, waiting until she whispered, "okay," her body slowly relaxing under his ministrations.

He pushed in slowly, hesitating when she tensed again as he tore through her womanhood. He caressed her gently, kissing her hard when until she relaxed again.

"You okay?"

"Mmhmm, just do something already," she hissed, clenching her muscles around him.

"Oh, fuck, don't do that," he panted. He pulled out slowly until only the tip was left in before sinking back in. "God, you feel so good."

"Oh, oh, Noah," Rachel moaned.

"You like that?"

"Do it again." Noah complied, thrusting slowly at first and then picking up speed while trying to remember what he had read about how to pleasure a woman. One hand wormed its way between to find her clit, rubbing the bundle of nerves, her hips bucking when he touched it.

"OOH!" was all she got out before Noah covered his mouth with hers again, working their bodies until he felt her clench spasmodically around him, keening into his mouth before he followed her over the edge, filling the condom as he collapsed on top of her. They both were breathing heavily as he rolled off of her.

"That was amazing, Rach."

She turned on her side, looking at him. "Thank you, Noah."

He kissed her again. "Thank you." He pulled her to his side. "Just wait, it's going to be me and you, babe."

"Rach? Hel-lo, Earth to Rachel!" Santana was waving her hand in front of her face.

Rachel blinked. "Yes, what is it, Santana?"

"I've been calling your name for, like, two minutes." The girls were all looking at her weird.

"No, I'm fine, I was just thinking about the music for Nationals." Rachel grinned convincingly and the others went back to their various activities. All except Santana, who was still looking at her curiously.

"Seriously, midget, tell me what's up."

"It's nothing." Santana grabbed her and announced that they were going to the bathroom before dragging Rachel upstairs to her room.

"Spill."

And so Rachel did, telling Santana all about that night at sleep-away camp so many years ago. And, somehow, the two bonded, soon to be nearly inseparable in a way that no one else seemed to understand.

A/N: Is it just me or did the end turn out badly? Either way, I hope you enjoyed it!

Extra special thanks to MidnightDreamer73 for being my muse on this one!