A/N: My first ever Glee fic! It was inspired by re-watching season one and reading copious amounts of Puckleberry fanfic. After being recruited to the ship and thinking through the show, I am convinced Rachel and Puck belong together. However, the angst of their love for Finn and Quinn during season one cannot be ignored, thus this. These are the missing moments during their make-out session in Rachel's room. I hope you enjoy it, and I would love to hear what you think, so please review!

~Shiloh

"My ears hurt – can we take a break?"

"Sure."

Without a pause he posed his next question – the real reason he was here, in Rachel Berry's bedroom, on a Tuesday afternoon missing football practice to listen to her sing into her hairbrush.

"Want to make out?" His eyes followed the hand smoothing her skirt against her tanned thigh and he missed the nervous look in her eyes, the quick glance to the right and tiny shrug as she answered.

"Sure."

He smiled at her and her answering smile was small and nervous, she tucked a strand of hair behind her ear and watched him. Lifting the strap off of his shoulder, Puck gently laid his guitar on the floor. Rachel was still standing across the room by her dresser, her hand playing with the hem of her skirt, twisting it between her fingers. Puck watched her for a moment, a smug, knowing smirk on his lips. He knew she was nervous, knew she'd never been involved with someone like him before. Noah Puckerman was a star football player and king of the school – he dated cheerleaders and was experienced in bed. He had casual sex with Santana and never had trouble getting girls to go out with him. Rachel was anything but his typical girl.

"C'mere." She stood straight, pushing herself away from the dresser she'd been unconsciously pressing herself against. A fit, hot boy was sitting on the edge of her bed looking at her with what she could only term as bedroom eyes. She'd known Puck all her life; they'd grown up together and in Lima you just didn't not know everyone. But they'd never been friends. Until this year, until Glee Club, she wasn't sure they'd ever said more than ten words to each other that didn't relate to a class project they were thrown together on. In fact – she was very sure of it. This was the boy who threw slushies in her face and taunted her when he bothered to notice her. He called her Berry and mocked her wardrobe. To say this was unfamiliar territory for her would be an understatement.

Rachel took one slow step towards him and then another. She hoped the look on her face was seductive and teasing, but she was almost certain it was actually frightened and unsure. It wasn't that she'd never kissed or been kissed before, because she had – it had just never been anyone quite like Puck. There had been Kyle Underhill in eighth grade at their graduation party, a dry, innocent kiss they had never spoken of again. Then Henry Garret – the captain of the Math Club who she'd dated for three months last year. After Henry was Ben Lukasik, also a member of the Math Club, who she had dumped after two weeks. At the end of the school year she'd had a brief relationship with Jacob Reed, a shy boy in her English class but he'd proved too weak to withstand her high maintenance, goal oriented lifestyle. But Puck? He was way out of her league.

He scooted further onto her bed and reached out to her, placing his hands on her hips and pulling her between her legs. Wondering how he'd ever managed this, Puck looked up at her with all his charm oozing. He'd never been anywhere near a girl like Rachel Berry. 4.0 virgin on the fast track to Broadway wasn't exactly his usual type. 2.0 slut with a shot at being a rich man's widow someday maybe. Hell, he didn't even know if Rachel had ever been kissed before – probably not. After all, she just wasn't in his league. He had his first kiss in fifth grade: Layla Bennett behind her parent's garage during her birthday party. In the summer after eighth grade he lost his virginity to a girl two years older. Since then he'd dated nearly every cheerleader on the squad, some for as long as two weeks. He and Santana Lopez had an on-again, off-again relationship and she was always giving out benefits no matter what. He'd even scored with Quinn Fabray, his best friend's girl friend.

Honey blonde hair, soft blue eyes, and the sweetest lips he'd ever tasted. She was wine and honey in bed – all innocence and sexy confidence at the same time. He'd never forget her – the one girl he couldn't get out of his head. His hands on her hips, pulling her down for a kiss, that alluring smile playing at the corner of her mouth...

Except her eyes were brown, her hair was mahogany, and she was staring down at him as if he were going to devour her. Shaking off any thoughts of anyone else, he thought he just might do that, if she'd let him. He was one hot motherfucking badass and Rachel Berry was about to get a taste of the best fruit she'd ever have. Any doubt clouding his eyes cleared and he reached up to curl one hand around her neck and pulled her down towards him. She came easily, her chocolate eyes sliding closed and her lips parting with a sigh as he gave her that first, soft kiss.

Yeah, he was a badass, but he knew how to seduce a girl all right. Santana might like it fast and hard but Rachel was new to this and needed coaxed if he expected this to go anywhere. She was hesitant at first, but he felt her lean in and her hands curled around behind his neck, her thumbs pressing under his ears as the kiss grew deeper. They kept kissing in this position for a minute then he slowly slid one hand down her thigh to hook behind her knee and draw it up onto the bed. It took her a moment to get the hint, but then she was straddling him, her knees beside his hips, sitting on his lap. His strong hands gripped her hips with a twist he half stood and then she was under him and they were lying on the bed.

She let out a soft gasp and Puck thought maybe it was the hottest thing he'd ever heard – thoughts of anyone else were long gone now. Rachel was a hot piece and he hadn't been expecting it. Her arm hooked around his neck and the other pressed against the back of his head, holding his lips against hers. He kind of liked the feeling of her fingers in his short hair. However, when his hand moved from her waist toward her chest, the hand on his head moved down to stop him and he pulled back.

"No – no." She said breathlessly. Her eyes were glassy and he thought that if he really pushed her she would either pull away for good or give in – but he suspected the former. After a moment he shrugged and they rolled over so that she was on top of him.

His hands caressed her back and Rachel thought she had never felt anything so wonderful. Warm, strong, his hands were the hands of someone who knew what physical labor was and the hands of someone who knew what they were doing. His touch was sending tingles up her spine and making her warm in places she had never felt such heat before. Her thoughts were all focused on the feel of his surprisingly soft lips against her own and he points of pressure his fingers made running up and down her back. Her world had narrowed to sensation and desire and nothing else invaded her mind.

Eyes closed she still pictured his face in her mind. The messy brown hair that never lay just right, the eyebrows that always rose slightly when he kissed her, the smooth skin with just a hint of fuzz along his jaw where, before long, he would have to regularly shave. She knew his face as well as her own and better than anyone else's. How many class periods had she wasted staring dreamily at him from across the room, cheek cradled in her palm, pencil tapping listlessly against her notebook? Enraptured and blissful she pulled back – just for a moment – to look down at him and remind herself why she loved him.

Only, instead of his adorably befuddled hazel gaze she saw heated whiskey eyes looking back at her with hazy confusion. She stifled a gasp of horror and sat further away. Puck looked back at her, reaching for her, and reality flooded in. Finn was at football practice and he was dating his pregnant, popular girlfriend. Scrambling, she moved away from Puck, searching for a reason.

"I can't do this."