It was their last night in New York, and most of New Directions were going out for dinner. Kurt, however, didn't feel like partying. He wanted to stay here; he wanted to live in a big city, the big city, where he didn't have to feel afraid to walk down a street alone. He didn't want to go back to Lima, he didn't want to go back to (and he felt guilty just thinking it) Blaine.

"You guys go ahead. I'd rather stay in."

Kurt's announcement was greeted with much surprised sadness from the girls, all clamouring that he had to come out with them. Even Finn chipped in with a gentle punch to the shoulder and a concerned "You should come out with us, dude."

Kurt smiled gratefully at them, but waved them aside. "I'm not really in the mood... I don't want to spoil the atmosphere. You go on; I'll be fine here. Evita's on TV tonight, I'll watch that."

"Kurt, you have to come with us!" Rachel exclaimed. "This is our last night on New York!"

"I know, Rach. I'd really rather just stay in."

With a little more persuasion, the group finally left, leaving Kurt standing alone in the empty lobby.

Or so he thought. Kurt jumped nearly a mile in the air when he felt a tap on his shoulder.

"So Kurt, what d'you wanna do tonight if you don't wanna go out?"

Noah Puckerman was standing behind him.

"Puck! What are you doing here? Why aren't you with the others?"

Puck shrugged. "Wanted to see what got you so down. I played the old stomach bug, 'gonna vomit' card; they practically shooed me back inside."

"Oh... but... why do you care?"

"You're one of us, man. The last time I saw you look so down was 'cause Karofsky was-"

"Okay, I get it," Kurt interrupted him, his expression changing from 'curious' to 'annoyed'.

"C'mon, dude," Puck said, gesturing at the elevators and nudging Kurt's elbow.

Still rather confused, Kurt moved towards the bank of elevators, following Puck into one of them, which took the unlikely pair back up to their floor.

Once they had entered the room, Kurt, glancing warily at Puck, flopped down on one of the double beds. Puck imitated him on the other bed.

"Spill, dude."

Kurt sighed. "What d'you want to know?"

"Why you're so damn depressed all of a sudden. You were having a whale of a time until, like an hour ago. Then you got all sad and miserable and didn't wanna go out. That's not like you dude. You always wanna go out and do frou-frou shit with the girls."

With another sigh, Kurt started to speak, in a low voice.

"I love it here. The thought of leaving to go back to Ohio... it'll be like waking up from a wonderful dream, to find yourself sleeping under a coat at the side of the road. I don't want to go back to the small town, the small-minded people, the lack of any culture, or art, or lov-"

Kurt cut himself off mid-word.

"Love?"

Kurt blushed and rolled to look away towards the window.

"Don't you have a boyfriend? You guys looked pretty love-y at prom."

"I don't love him," Kurt whispered. Puck guessed his eyes were filling with tears, as they were so wont to do. "I mean, I love him, like I love all my friends, but I'm not... in love with him. I was, for a while, 'til I saw the real him. I don't want to go back to being his boyfriend."

"So why don't you ditch him? Why'd you go out with him in the first place, dude?"

"He asked me."

"Dude, you can't date someone just 'cos they asked you."

"He's the only one who's ever asked me... and I... I didn't want to be alone any longer. I thought he was the same, you know, wanting to have a boyfriend, any boyfriend, but now... I think he might really love me."

"And that's bad?"

"Yes. I just know that I'll end up breaking his heart."

"D'you sleep with him?" Puck seemed to have gone with a complete non-sequitur.

"Puck!" Kurt exclaimed, sitting up and turning around to face the supine boy.

"What? If you're gonna tell me all your problems and shit, you should at least give me the juicy bits."

Kurt slumped back down. "No, I haven't slept with him. I mean, I have actually slept with him, but that was before we got together. The whole sex thing... it's making everything worse."

"How, dude? Sex makes everything better. Unless you knock someone up, but you couldn't do that, so where's the problem?"

"Because he wants to have sex. He's keeps telling me that I need to learn about these things, for the future and all that. He's not pushing me to do it... but I can see it in his eyes whenever we kiss. He wants to educate me, and stuff, and I can't tell him..." Kurt trailed off.

"Can't tell him what, dude?"

"I can't tell him that I know most of it already. My dad gave me these pamphlets... and we had, you know, 'The Talk'. I just... I don't want to talk about it with Blaine. The idea of... with him... I just couldn't. My dad said, when we were talking, that... when you're... you know... you're exposing yourself to someone. You're vulnerable with them. That it should be a way to connect with someone. It does something to your heart."

Kurt voice suddenly went very small.

"I don't want to connect to Blaine like that. I feel like all the time he's trying to tell me what to do, how to act. I know he does it because he cares about me, but... I don't want to feel like I'm not in control. When you're with someone… you know… like that, you're supposed to feel safe, and with him... I'd feel so small, and exposed, and like he's judging everything I do."

Puck whistled through his teeth. "Man, that sucks. I mean, I've been with a lot of girls, but I'd never go with someone who made me feel that bad about myself."

Kurt laughed bitterly, "Do you ever feel bad about yourself?"

"Yeah."

The simple word caught Kurt's attention, and he abruptly stopped laughing. He didn't know quite how to respond to Puck's honesty.

"You know, I get what your dad meant," Puck continued. "Even when it's not supposed to mean anything, it does something to you. I didn't really notice 'til I stopped fucking everything that moved… I didn't feel like I had so much to prove any more. 'Cos sex… it lets people see more than you'd like. Even if you're both doing to just feel good for a bit, and you both ignore it… it's still there."

Puck rolled from his back to his side to face Kurt. Tears were still running down his pale face.

"Dude, what's with the crying?"

"It's… the thing is… I do want the sex stuff. I want to feel close to someone like that. I want to be able to just be me with someone. But I don't want it to be Blaine. Does that make me a terrible person?"

"Nah, dude. Just means you're a bit mixed up. And you had a load of shit thrown at you that you had to find your way out of. You always find out too late that it's not just about someone wanting you, or even loving you. It's about two people both wanting each other."

Kurt snorted in disdain. "Trust me and my fucked up life. Someone finally wants to have sex with me and I don't want him any more."

"Get you, Kurt, using the naughty words."

"Fuck you. I didn't make you stay behind to listen to me," Kurt said angrily, rolling back to face away from Puck.

"Kurt, I didn't-" Puck cut himself off, heaving himself off the bed and moving over to Kurt's. Kurt's expression turned to one of alarm as he felt the bed dip and Puck clambering on.

Puck restarted his sentence, resting his hand on the angry teen's shoulder. "Kurt, I didn't mean it like that. I'd just never heard you swear before."

"What are you doing?" Kurt asked warily, turning his head slightly to try and see the mohawked teen.

"I making sure you're okay, dude," Puck replied, nonplussed.

Kurt stopped straining his neck and looked back toward the window. "Of course I'm not okay. I'm horny and I don't want the one guy who's willing to have sex with me."

"Dude, you're hot. There's gotta be more than one guy who wants you."

Kurt almost rolled off the bed in disbelief. He scrambled to turn and face Puck. "Hot? Me? Are you kidding me? Blaine said that my sexy face looked like I had gas. I have the sexual appeal of the contents of a petting zoo."

Puck looked at him also in disbelief. "He said that to you, and you're dating him? No wonder you don't want to fuck him."

"But no, he… he was right. I'm not sexy. I make fashion look good, but no-one actually want to sleep with me."

"Dude, are you blind? Do you like, just not see the girls checking you out in the halls? And I've seen at least three guys doing it."

"Don't be ridiculous, Puck. No-one would check me out. I'm the skinny little pale kid. And even if they were, girls and closet cases are no good to me. Wait… what?" Kurt asked; Puck had muttered something as he talking.

Puck coloured slightly as he repeated himself, "I said that you're the skinny little pale kid with the great ass who kicks like a mofo."

Kurt blinked. "I'm pretty sure that's twice now you've called me hot. I think you might want to get your head checked."

"Dude, come with me." Puck grabbed Kurt's hand and dragged him to the full length mirror, standing him squarely in front of it.

"Okay, starting from the top down. Most guys would kill for hair like yours. You've gotta know what a bitch it is trying to make your hair look good. Why d'you think I went for the easy option?"

Before Kurt could argue, Puck moved on.

"Your face is hot, dude. Most guys get, like, acne and crap, but your skin's, like, flawless. And your eyes are this amazing colour, even when you've been crying."

Kurt tried to interrupt again, but Puck ploughed on.

"You're skinny, dude, but it's a good kind of skinny. You're flexible as hell, and-" Puck stopped his description as he ran his hands over Kurt's arms. "Dude, take the jacket off."

"What?"

"From what I can tell, you actually have guns. Why'd'you keep them covered up? Girls dig that shit, man. And guys, too, I'm guessing, if they swing that way."

Kurt shrugged off his jacket.

"See, dude? Guns. How the hell did you get them with, like, no-one noticing?"

"I worked in my dad's shop over the summer, and at weekends. You get muscles if you lug tyres about all day."

"I'll say; you're fucking ripped, dude."

"Wha-?" Kurt exclaimed as Puck's hands moved in an exploratory fashion down his chest. This was getting dangerously close to being felt up.

Puck expression, however, was one of frank curiosity. "Why do you wear all that shit if this is what you look like underneath? You don't need that crap to look good."

"My clothes are not crap, Puckerman!"

"Er, yeah, dude, if they cover up a bod like this they are. You should show yourself off more. Hell knows I do.

Kurt folded his arms across his chest, as though trying hide himself away.

"Don't lie to me. I know I'm not sexy. You don't need to rub it in."

Puck grabbed Kurt's hands in both of his own.

"Kurt, look at me. I might lie about stupid crap, but not important shit like this. You. Are. Hot. Don't let that Blaine kid tell you that you aren't."

Kurt just shook his head, trying to pull his hands away.

"Let me show you."

"What do you mean?" Kurt looked at him warily.

"Let me show you what it feels like to want someone who wants you."

"But… you…?" Kurt was confused.

"I want you, Kurt. And I'm kinda getting the feeling that might want me, too."

"How could you know that?" Kurt looked back at Puck with a slightly horrified expression. There was no way that Puck could know that he was one of Kurt's favourite jerk-off fantasies, was there?

"I've had a lot of sex. I know what people look like when they want to have sex."

"I can't have sex with you. Not all the way. I'm not ready."

"That's cool. We can do whatever you want to do."

"But… Blaine…"

"Is in Ohio, probably singing some shit about wearing hotpants. I'm here, you're here, and I want you. The only question is: do you want me?"

"I think… I want… you're straight. Puck, you're not gay. You can't possibly want to do this with me. I won't be a pity fuck."

"You won't be, Kurt, trust me. I want you. I've wanted you since- okay, let's just say I've wanted you for a while now. And no, I'm not straight. I'm open minded. You think you'd be the first guy I've done it with?"

"You mean…?"

"I like sex with girls and guys and anyone in between. Can we not talk about semantics right now?"

"Semantics? Big word for you," Kurt teased.

Puck looked at him, unimpressed, whilst tugging gently in the direction of the bed. "Come on, Kurt. Don't try and put off answering me. D'you wanna do this?"

"I shouldn't. I'll just be making myself vulnerable. I won't be… loving you."

"Kurt, do you trust me?"

"I think so." Kurt was uncertain as he faced the taller boy.

"So ask yourself: why do you trust me?"

"Because you tried to fight for me. You defended me. And you listened to me."

"When you were baring your soul, right?"

"Yes."

"So you've already let me see you, like, exposed, or whatever."

"I suppose…"

"Kurt, I just want to make you feel good. It looks like you don't get that a lot."

"I don't," Kurt agreed, frankly. "No-one's ever offered before. I don't see why anyone would."

"Kurt, you can't let him mess with your head like this. You should have guys, like, falling at your feet to date you. You're the awesomest, toughest, hottest guy I know. So no-one's ever tried to make you feel good before; let me. Please, Kurt."

It was the 'please' that swayed him. The look of hope, almost pleading, on Puck's face as he gazed into Kurt's eyes.

"Okay…" Kurt whispered, relaxing into Puck's arms, who reached up to gently stroke his hand down Kurt's face.

Kurt pulled back briefly, wanting to clarify before anything happened: "I'm not breaking up with Blaine," Kurt warned him. "It's a sucky relationship, but it's the best I'll ever get in Lima."

"I get that. I'm not judging you, dude."

Kurt let Puck pull him over to fall down together on the bed. Puck reached up again to caress Kurt's face. "So fucking beautiful," he whispered, before swooping down to capture Kurt's lips with his own.

Kurt's hands slid down the body of the burly teen next to him, mirroring Puck's own actions. He felt the hard muscles flexing under his fingertips, the lips that seemed to claim him, the rough stubble that brushed his face.

Kurt couldn't help it; he groaned aloud. He was just so damn turned on right now. Puck swung himself around so that their legs were intertwined, Kurt lying half underneath him. The sudden heat and friction against his rapidly hardening cock made Kurt gasp.

"Why does this feel so right? Why can I do this with you and not with him?" Kurt asked, feeling guilty, but at the same time, so so comfortable. This felt like the place that he belonged.

"'Cos he's a douchebag," Puck said as he moved his lips to Kurt's neck.

"No, he's not…" Kurt groaned again as Puck thrust against him in a particularly pleasant way. "He's my boyfriend… I love him…"

"Like you love Mercedes, or Tina."

"But the way he looks at me…"

"Doesn't matter if you don't look at him the same way."

"I… oh, Puck!"

Kurt's exclamation was brought on by Puck's discovery of a particular sensitive spot just beneath his ear. He thrust upwards, hard, trying to grind against the boy above him.

"Touch me." The words slipped out of Kurt's mouth before he could stop them. He blushed red, almost wishing he could take them back; he sounded so wanton, so desperate.

Puck did as requested, his hands slipping quickly up under Kurt's t-shirt, pulling it off him with remarkable deftness.

"You've never asked him to touch you, have you?"

Kurt shook his head. "Please… just make me forget about him."

"You don't want to think about him? You're not pretending that I'm him?" Puck's own insecurities shone through. Kurt realised just what he had meant earlier when he said that even meaningless hook ups let you far further into someone's mind than you might want.

"No, Puck, I want you. Please…" Kurt was trying to get friction on his cock through his jeans, but it wasn't enough.

"As you wish."

Puck's fingers rapidly unbuckled Kurt's belt, tugging the close-fitting jeans down, to Kurt's ankles. He slipped his thumb into the top of Kurt's black boxer-briefs and looked at Kurt with a questioning glance.

"Yes," Kurt breathed out the answer to the unasked question. As Puck started to slide down his underwear, Kurt moved his fingers to Puck's own belt buckle. "Can I?" he asked.

"Fuck, yes," Puck replied. Kurt unbuckled the belt, undid the button, and pushed the jeans down to about knee height. He was relieved to see that Puck was also hard – that he wasn't alone in being incredibly turned on.

The relief was momentarily overtaken by fear – Kurt had never done anything like this before; he didn't know what to do. He was instantly reassured when he looked up into Puck's eyes, and the tanned boy whispered, "You are fucking perfect."

Then Puck's hand landed on his cock, and all thoughts flew out of the window. The pair ground against each other, becoming sweaty, and slippery from pre-come, but neither cared.

Puck leaned down over Kurt, just holding enough of his weight that he didn't crush the boy beneath him. He kissed the pale neck stretched out before him.

"Tell me you don't want him, please. Tell me you want me."

"Yes, Noah, please, I want you. Oh God… yes… you… only you," Kurt gasped as he slid his hands to grasp hold of Puck's firm, tanned buttocks, pulling him close, revelling in the feel of another's cock against his, the joy of feeling completely safe while pinned beneath such a gorgeous man.

Kurt could feel his climax building deep within him. It almost saddened him – he didn't want this moment to ever end. But then he felt the hot breath near his face, and the shuddering gasp of Puck's own approaching release, and he felt suddenly joyful, empowered. He had done this, he, Kurt Hummel, he had found someone who wanted him, whom he wanted, and whom he had managed to actually bring to this state – about to come, panting, hard, and all because of him.

"Puck… I'm…" Kurt managed to get out.

"Me too," Puck reassured him.

With reckless abandon, Kurt took a tighter hold of Puck's ass, and rolled them both over. He thrust wildly, with no rhyme or rhythm, causing Puck to cry out in pleasure, "Oh, Kurt, fuck, I'm-!" before he came over his own stomach, Kurt following rapidly behind him.

The pair lay down together on the bed, exhausted, Kurt's leg still hooked over Puck's.

They lay in silence, regaining their breath, before Puck spoke. "You called me Noah."

"Sorry, I just… felt like I couldn't call you Puck. Not then."

"Don't be sorry. It surprised me is all. I didn't know you knew my name."

Kurt smiled. "Carole always talks about you as Noah."

Puck nodded in realisation. "Sounds about right. And Kurt?"

"Mm?"

"When I said don't be sorry… I mean it. Please don't be sorry for this."

Kurt spoke in a low voice, "I could never be sorry for this."

After a moment's pause, Kurt spoke again, "We'll need to get the sheets changed before the others come back."

"They'll be hours yet. Can we just… stay here for a bit?"

"Absolutely," Kurt replied. He snuggled down into the bigger boy's arms. Tomorrow he would think about the consequences and implications. Tomorrow he would go back to his humdrum Lima life. Tomorrow he would go back to his annoyingly overprotective boyfriend. Tomorrow.

Tonight, he was in the arms of someone he trusted, someone who cared about him, someone who wants him just as he is. Right now, that was all that mattered.