Author's notes:

So! First fanfiction EVER! Before anything else, I'd like to thank a lot of Puckleberry shipping writers for the inspiration to even get started with Glee fanfiction: nicalyse, funkified, xmonalisa, 27vampyresinhermind, and cx7171. There are many more, but these authors wrote the fanfics that got me seriously hooked. On to story notes…

This is not exactly AU: it takes place during the first season, with a few minor changes. 1)The timeline is a little different…we're assuming that Noah finds out Quinn is pregnant considerably later than he does in the series, and he has joined Glee at the beginning because of Finn and moral support or something like that. Or perhaps he knew for a while, but she had only just told him he couldn't be involved... A little OOC, but it helps to explain stuff. 2)When Rachel talks about her bowling date with Finn, you will see the difference I've made… I hope Rachel's not too OOC either!

Reviews would be seriously appreciated! If this idea gets any support I would consider making it go from a one-shot to a series…I hope you like it!

Once the music starts in the story, I seriously, SERIOUSLY recommend listening to this while reading:

http:/www you tube . com/watch?v=4YxqFv9WNuM (just delete the spaces before and after that period or search "glee taking chances")

It definitely doesn't match up perfectly, but I like the effect it has anyway, haha. If you haven't heard it in full before, shame, you may want to do that first! DONE WITH THE CRAZY AUTHOR'S NOTES! NOW GO TAKE A CHANCE ON ME!

Rachel clicked play. And nothing happened.

"Oh for goodness – ugh!" she cried, stamping her tiny foot in frustration. The sound of the impact echoed through the empty auditorium.

Fidgeting mercilessly with the plastic button, she considered heaving the whole darn stereo over the edge of the stage, but the admittedly tiny singer realized that the other set was on the top shelf of the back room. Serves her right for trying to sneak the stage for herself while all the AV kids were in a meeting with Artie.

Gleaming hazel eyes followed her frantic pacing from the back row, with a little flicker of humor. Maybe the first in a long time.

"Hey."

Rachel shrieked and nearly toppled off the stage. Collecting herself by the time Puck made his way up to the front of the auditorium, she drew herself up to her full height (knowing full well that it counted for little) and as expected, began to berate him for – what, exactly?

"Completely invading my privacy, not to mention the inexplicably creepy nature of simply –"

"Rach. Breathe." Puck snickered at her, in typical…well, Puck fashion. Or was it? "Besides, this is a school auditorium – it's literally made for performing. Not your own personal practice room, diva."

The whirlwind of shiny brown hair and argyle knee socks slowed down for a second. Something was off here, and not just Noah Puckerman willingly sitting in an auditorium by myself. "What are you even doing here?"

With his back turned to her, Puck shrugged, fiddling with the CD player. "Wondering why you can't just get some damn iPod speakers, Berry. And being suitably impressed by your ability to talk like a normal teenager when you calm down."

"Kurt has made a point of informing me that "toning down the crazy" would probably improve my social standing…" Rachel mumbled, reddening slightly. "Is it working?"

"I'm going to pretend you're talking about the CD player, Berry, because I'm a badass, not a liar. And the answer is that it will… as soon as I plug it in." He pointed to the corner of the stage, where the cord dangled pathetically a few feet away.

"Oh! Well then…" Rachel felt her blush deepening. She barely even noticed Puck's casual dig at her mental state – after all, it was what she was used to. What she wasn't used to was the way that Puck had laughed. It was hollow, and somehow , it aged him. It was the laugh of a man who was tired, not just tired after football practice or glee club or Schuester's Spanish class, but tired of his life. Just…tired. And she wasn't used to him roleplaying an audience of one for her practice sessions (or rather musical and emotional outlets). And she wasn't used to him dodging questions like this. And she certainly wasn't used to his help.

The opening notes drifted out from the speakers, causing Puck to raise an eyebrow. "Why do you even have this, let alone want to practice it? Fucking Céline¸ for God's sake…my good Jew deed is done for the day and I'm outta here. " He turned to hop off the stage.

"I'll have to know that Miss Dion is one of the most legendary - oh my God. Excuse me?"

"What?" Puck rolled his eyes. " You're so speechless that I dared to judge the great Céline Dion? God, get a fucking grip, Berry, I –" Rachel cut him off, eyes sparkling.

"You RECOGNIZED CÉLINE! FROM LESS THAN A MEASURE OF INSTRUMENTALS!" she squealed, throwing her arms around his neck.

"What? Oh. God. Okay, you may think I'm demon spawn, but I do in fact have a family. My mom digs this shit," he spat. He shifted uncomfortably even after Rachel released him, apology in her eyes. Those goddamn Bambi eyes.

Don't know much about your life…don't know much about your world…

"Noah? Is there something going on with you? You can talk to me if you want…you don't seem okay," Rachel said softly. She gingerly touched a hand to his elbow, taking care to avoid the…guns, as he put it.

Puck flinched but didn't move away. A slow burn had started within him when Rachel had pressed up against him, something warm enough to sear through the dull ache of apathy that he felt every day. Not the kind of heat that Santana and nameless Cheerios used to send through him. Well, not just that…but the fact that it was warmth spreading through him, not rage or lust or helplessness, was enough to make him give in. Nobody had comforted Puck in a long time. Nobody tried, because Puck had made it clear that he didn't need them to.

"You don't really want to hear this shit, Berry. I'm sure you've got to pray at your altar for St. Finn or something." He started pulling away, but something in the way his gaze flickered to the floor had Rachel digging her fingertips into his tan skin.

Don't wanna be alone tonight on this planet they call Earth…

"I… I'm not exactly in the mood to be thinking about Finn in any way right now. Now that he's got Quinn's harpy talons deep in his heart, he's realized he couldn't ever give up the McKinley throne. "

"Are you surprised? The golden couple does what it wants and gets what it wants," Puck sighed, knowing how it felt. He never thought he'd be commiserating with Rachel fucking Berry, queen of crazytown. But one on one, you come to realize that she's pretty much alone in crazytown. Fuck, that's gotta hurt.

"I…" Rachel looked down and choked a little on a whispered rush of words.

"Er…the fuck?" Seeing the glassy sheen on Rachel's eyes, he backtracked. "I mean…what about bowling?"

You don't know about my past…

Rachel swallowed, and Puck mentally kicked himself for even noticing the smooth expanse of neck and gazing at her collarbones. How could such a socially awkward drama queen be so… elegant?

"I went bowling with Finn, and he let me think he wanted me. He did, until he got in my skirt. That's when I realized it was all he wanted…what he shouldn't have." Rachel kept staring at the toes on her purple flats, a shining curtain of hair parting her eyes from Puck.

"He fucking…he took your virginity and just dropped you? For her?" Puck said slowly, unable to believe what he was hearing. He had Quinn, the perfect soulless complement to his social status, fucked with Berry's heart anyways, fucked with Berry literally, and got away with skipping back to the head bitch in charge?

"Yeah. That's pretty much it. Oh wait, except for the part where he was initially seducing me to get me back into Glee club, for his and Quinn's sake. And then just got "caught in the moment". Fuck him," she said bitterly. Puck's eyes widened. Damn, you learn something new every day, even about the girl who says "Drat!" when she spills her entire lunch all over her adorable little loafers.

Or when someone drops it on them.

He seethed as an unbelievable feeling of anger coursed through him – rage that Finn had actually done that and gotten away with it, still the perfect mini-Schue, and strangely, fury on Rachel's behalf. Poor Berry…he just knew that she was one of those girls who cried over their "first time," and he gets it. Even if he didn't, you know, cry. But losing it to Santana's babysitter was just weird, awkward, and only made for a good story.

"Even I didn't drop Quinn like yesterday's trash," he muttered without thinking. "What an ass… God, Rachel, I'm sorry. I mean it."

But Rachel's expression was no longer sorrowful so much as shocked. "You..Quinn..what?"

So what do you say to taking chances? What do you say to jumping off the edge?

Oh, fuck.

Puck ran a hand over his Mohawk and slumped against the dark, glossy table holding the CD player and Berry's sheet music. "So you asked me what's going on…other than the whole "Quinn's carrying my baby and lying to Finn" thing, not much. Not much at all. My life has been reduced to pretty much a pile of shit. Let me know when you're done yelling at me, and I'll tune in again." He sighed.

He didn't expect Rachel to sigh too. "Oh, Noah." She perched next to him, smoothing her skirt down.

Never knowing if there's solid ground below, or hand to hold, or hell to pay…

"Aren't you going to tell him? He's your best friend. " Rachel asked quietly, biting her lip. So goddamn cute. Shit!

Puck was too distracted by her unintentional tempting to realize what she'd said at first. "Wait, what? So you're not going to run off and tell him and snatch him up for yourself when he drops Quinn? Come on Berry, if he could leave you, he could leave her."

What do you say?

Rachel tinged pink again, but just a little. "First off, the fact that he used me and then dropped me because I was a detriment to his established… I mean, because my crazy brought down his cool factor, and because I wasn't head Cheerio… means that I am done. I've trailed after Finn Hudson like a puppy begging for scraps for too long, and it does nothing for my already waning self-respect. Second, he won't leave her. If he couldn't leave her because of his popularity, I'm not sure this will tear him away. At least not forever. It will always be about Quinn Fabray. And apparently it is for you too?" she asked, suddenly sounding a little angry. "Even you want her?"

"Wanted," Puck corrected her softly. "Before she laughed in my face and called me a Lima loser with no future, after I offered to take care of our baby. I gave her money, promised her a future…I thought I could love her if a family could hold us together. I guess she had other plans." He didn't notice the tears welling up in Rachel's eyes as he continued, "But thanks for not immediately bitching at me about "why I left the poor girl to fend for herself" and didn't man up. The few people I trusted enough to tell all did."

I just wanna start again…maybe you could show me how to try

The watery smile that broke through both bewildered him and made him feel inexplicably reassured.

"You…trust me?" It was weird to see a girl nearly crying but almost beaming at the same time. It was weird that he cared. It was weird that it was fucking heartbreaking and simultaneously adorable.

"I mean, I didn't mean to tell you…but I did, so yeah, I guess so. Thanks for listening to me be a pussy and moan about my life, Rachel. You're a great listener, you wouldn't think so with how much you talk but Fi—"

"You keep calling me Rachel," she noted, the quietness of her voice throwing him off. Maybe she did talk all the time. Damn, girl, can't even get a compliment out. Even though the compliments Puck are used to have more to do with a girl's ass, or her sweetly scented hair, or her long, tan, legs…or…her pink lips.

Maybe you could take me in…

"I mean, you always call me Noah. I guess it evens out. But Berry's cute too, you know," he said quietly, looking up into her eyes for once.

"What were you saying before? About Finn?" she pressed, a haze over her sparkly eyes. Puck realized just how close she was before he breathed out,

"Finn was an idiot to walk away from that. From you."

Somewhere underneath your skin…

What do you say to taking chances?

And finally, her lips were on his. Puck sighed into her kiss, unable to help himself. Sighing, probably not badass. But tasting the strawberry pink of Rachel's lips most certainly was, especially since she had leaned in first and showed no signs of stopping.

What do you say to jumping off the edge?

Her tongue parted his lips smoothly and Puck felt his mind going blank. Shit.

Never knowing if there's solid ground below…

Or a hand to hold…

He tangled his hand in her hair, pulling her closer while callused fingers traced that gorgeous fucking collarbone. Puck's mind was a haze of vanilla and strawberry and everything was just so fucking delicious that he almost missed Rachel's moan. Almost. The sound shot straight to his dick and then and there the only thought occupying his brain was that he would make her moan like that again if it killed him. God, she was going to kill him.

Or hell to pay…what do you say?

Rachel was lost, trapped in an intoxicating mix of pleasure and thrill. As Puck licked his way down to the base of her throat, she was able to get oxygen to her brain and finally put two and two together. She had forced herself on Noah Puckerman.

"Noah! What are we doing? I am so sorry, I just thought…" Puck pulled back, amused, but underneath the laughter in his eyes she saw something like…worry.

"Do I look like I'm complaining? Are you complaining? I didn't think so, but I wouldn't be surprised if I read the situation wrong…again."

And I've had my heart beaten down, but I always come back for more…

Rachel gazed at him, realizing that this sounded like rejection. And this boy, this beautiful, broken boy in front of her had dealt with enough rejection for a lifetime. And Rachel knew what that felt like. So she leaned her forehead against his and whispered "No…but I will be complaining if you don't keep going, Noah."

Puck sucked his breath in as he felt her hands trailing down his sides. She wanted him. Not just to get over Finn. Maybe not even to console him for Quinn. She wanted him for him. She wanted him for a five minute conversation that neither of them would ever share with anyone else.

There's nothing like love to pull you up when you're lying down on the floor there…

He saw the desire in those eyes, those fucking huge doe eyes that reflected so much emotion back at him – and it wasn't just lust.

But there was a hell of a lot of lust there, too, and something in Noah snapped.

Buttons popped and scattered over the polished black floor as he ripped her shirt and lay her back on the table. Before unclasping the violet bra that Rachel was shrugging down her shoulders, he pressed an ear to her heart. She looked down at him, surprised. "Noah…"

So talk to me, talk to me, like lovers do…

"Tell me now if you don't want this, Rachel. I swear it's okay, but I want you to tell me before it's too late. You're fucking irresistible, but if you want this…"

Yeah walk with me, walk with me, like lovers do…

"I do, Noah. Fuck. I want you." She held his gaze until he slid up her body to place a sweet kiss on her lips.

Like lovers do…

The music swelled behind them, but Noah was gently sliding lace down Rachel's smooth legs as his tongue slipped over her nipple, and really, that was all the distraction he needed. Rachel bit down, trying to stifle her gasps as she clutched at the back of his head, fingers trailing down his neck until she pulled his shirt off by the collar. He worked intently on peeling off those knee socks, hot as they were. He wanted to see all of her.

Neither of them noticed a sound.

What do you say to taking chances?

"Just… don't treat me like a virgin, Noah. I want to know what it's like for you to have your way with me," she murmured. She had no idea how she'd managed to get the words out without choking, but if Puck noticed, he didn't show it. In fact, he was the only who nearly choked. Whatever was coming out of Rachel's mouth was pure sex…

What do you say to jumping off the edge?

She could practically feel his eyes smoldering as he took in the curves of her body. She had no way of knowing that Noah was memorizing her, trying to hold on to a moment that he knew he'd probably never be lucky enough to have again. He had no way of knowing that she thought she'd feel insecure when this day finally came, that she'd hid herself from Finn's gaze with dark rooms and unzipped skirts and a complete lack of romance. She was fucking beautiful, and suddenly he realized that thanks to McKinley High, she might not know it.

Never knowing if there's solid ground below, or a hand to hold…

"Rachel…" he groaned as her hand drifted down his torso and towards his waistband. "You are beautiful. In case I never get to tell you that again…" his eyes flicked towards the nipples he'd left glistening and hard, and down towards the path his hand was tracing just between her thighs.

" Don't…fucking…stop…now" she bit out, breathing hard. A flash of the old Puck lit up his eyes.

Or hell to pay…

What do you say?

Distracting her with a kiss, Puck slipped a finger inside her and shuddered at how ready she was. "Fuck, Rachel…how are you already so wet for me? Fucking amazing," he breathed between her lips. Her hand drifted down to the thick weight of his erection pressed hotly against her thigh. She could feel his heat even through his jeans – how was everything about him so intense? She reached for the button and undid his zipper as his tongue roamed over her breasts, halting when her soft fingers found the gap in his boxers and reached in…

"Fuck!" Puck swore, mind reeling from the sensation of Rachel on his cock. "No, baby, we're gonna do this right." He stepped back to shove his jeans down and his boxers went with them, leaving him bare in front of her. Now it was Rachel's turn to suck in a breath. She secretly thanked Finn for taking her virginity, because physically, the prospect of losing it to Noah was…daunting.

Céline's voice was growing softer by the second, and Puck was watching Rachel take in the sight of him. She looked so fucking turned on, and yet almost as though she was thinking something over…but it didn't look like apprehension, so fuck it. If she's thinking coherent thoughts at this point, Puck told himself, you're doing something wrong.

Sliding a hand down his abs, he watched with pleasure as her face glowed once she realized what he was going to do. Pumping his dick with his fist, the other hand strayed between her legs yet again and gathered some of the wetness pooling there. Breathless, she watched him coat his tip with… oh my God. And he just…did he just lick his fingers?

Popping his finger out of his mouth , he traced it over Rachel's lips. "Baby…" he breathed out. Puck pressed his body against her naked skin and all of a sudden Rachel knew she was on fire. If she had ever thought of the words "turning back", she certainly wasn't now. Rocking her hips against Puck, she was rewarded with a moan, but not with what she really wanted… "Protection, Rach. I'd never risk it. I didn't last time but…" he trailed off, looking hurt again.

Rachel tipped his head up with a finger under his chin. "Noah. I trust you. It's okay."

A smile spread over Puck's face. He could count the number of times somebody had said that to him on one hand…or he could use that hand the best way he knew how. Seeing the look in his eyes, Rachel realized the teasing was going to be over soon and wondered what, exactly, she had gotten herself into.

Before she had time to consider it, Puck had swiftly pressed two fingers inside of her, and she nearly screamed into his mouth. The two of them were growing sweaty as he slid a thumb over her clit and massaged her, feeling her writhe up against him. Rachel's blush had never been more gorgeous, and Puck was overwhelmed. He felt her hot and wet under his fingers, and soft and moaning under his mouth, and the nails she dug into his back only made him harder, pressing insistently on the inside of her thigh. Suddenly Rachel felt empty, and she practically glared at Puck, who was smirking down at her and grasping his cock again. He wet the tip yet again with her arousal, this time sliding it slowly through the folds as she whimpered, and proceeded to rub the tip against her body. Past one hipbone, over her breasts, dragged along her neck…he wound his other hand in her hair and let her watch him stroke himself for her.

Rachel's eyes grew bigger and suddenly her tongue darted out – before Puck knew it, the sweet feeling of wetness surrounded his length and Rachel was staring up at him, with those fucking pink lips nearly at his base. The sight was enough to make him cum, let alone the feel, but he pulled away before Rachel could do too much damage. Blinking up at him, she opened her mouth again, but to ask this time, before he cut her off – "Rachel…it's not that I don't want that. God, I want that. But…" he leaned in and smirked at her. "I want to be inside that pretty little pussy when I cum. I want the feeling of you losing control to make me cum. I want to know how tight and perfect you feel when I cum… but most of all, I want to make you scream a few times first." He nipped at her earlobe. "Sound good?"

"Noah…please…" Somehow Rachel moaning his name was a million times hotter than any cougar screaming "Puck!" in his ear.

"Please what, babe? Tell me what you want," he panted, grinding against her. He bent his head to suck at her neck, and as his fingers danced over her clit, slipping in her wetness, he heard her beg.

"Fuck me, Noah. Please, just fuck me…"

And yet, Puck had other plans. Just for a little bit.

Rachel was so tightly wound that all he had to do was plunge a finger back inside her and let his lips play with her nipple, and she was gone. For the first time, somebody made Rachel Berry come. And it was fucking beautiful.

Her skin was pink and golden tan, flushed with heat and pleasure. And those lips… he stopped kissing her just so he could watch them part slightly and let his name whoosh through. One hand was clenched in her own hair and the other was locked behind his neck, pulling him closer to her. The slim legs he'd daydreamed about were finally wrapped around him for real, and it felt amazing.

As Noah looked down, he realized this was another scene he just wanted to remember. But it's not like he could forget if he tried.

Rachel was catching her breath, and she looked up at him. "Oh my God…I didn't even know I could feel like that. I… thank you, Noah. God…"

He chuckled. "No need to thank me." His voice dropped. "Watching you orgasm is almost enough to finish me off…do you wanna feel like that again?"

"No." She smiled up at him, giggling at the split second of surprise that flashed across his face. She kissed him once more and whispered, " I want to make you feel like that."

Suppressing a groan, Noah bent over to sort through his pockets for a condom, and Rachel took the time to admire his body again. God, she was lucky. Wait, wasn't she unlucky? Isn't that the reason she was alone in the auditorium with a Céline Dion CD as her only comfort? Funny how things change…

"Funny how people change, huh?" Noah was back, condom in place, looking down at her. "I know this is fucked up but…I feel like I need to tell you right now. That first Slushie… was an accident. I tripped. And then the team…" He rambled on and suddenly Rachel got the giggles, bad. She was almost dying to fuck him, for the first time in her life, and he was apologizing? Boys. He noticed her laughter and scowled. "Hey, this is kind of hard for me!"

Rachel smiled sweetly. "I know something else that's pretty fucking hard…and I want it. Now."

Oh my god, where was this sex goddess vixen nonsense coming from! He's going to laugh in her face!

Noah stood stock still. Suddenly he grabbed her and gathered her up in his arms, kissing her as though he never had and never would again. Before she knew it, she was back down on the table after he'd snatched an extra pillow from the props crowding the stage, and he was on top of her, holding his weight up on strong arms and letting her nipples brush against his chest.

Before he could even take the time to line himself up with her, she had rolled her hips upward, and suddenly he was inside.

"FUCK."

Rachel would have laughed at him, but the way he felt took her breath away. She just pressed herself against him, perfectly still, and clenched her eyes shut. This didn't hurt. No pain, no awkwardness, no hurt feelings…just a connection. She felt him shift inside her and moaned with pleasure.

Puck was in heaven. Rachel felt like she was made for him, and as he pulled out slowly, letting her feel every inch, he couldn't help but watch his cock slipping in and out of her, and somehow, against all odds, was even more turned on.

"Rach. Baby. " He carefully picked her up, not missing the chance to squeeze that perfect little ass, and turned so that she was sitting on top of him. He gently nudged her head down to watch too, and they both got caught up in how closely they were joined, how fucking wet Rachel was for him, and how hot she looked clenched around his dick.

"Rachel, I don't want to hurt you. Stay on top so I know how slow to go," Puck pleaded.

Rachel smirked. Oh, God, thought Puck, I've created a monster. She slowly slid off him, ignored his groans, and lay back on the table with her legs pulled up by her ears. Holy. FUCK.

Puck growled low in his throat and pounced. She asked for it.

Without warning he plunged himself balls deep inside her, and the new angle made her scream his name out.

"No – ahhh, God," she sobbed, unable to hold it in. "Fuck, you feel so good."

He licked a hot trail up her leg and attacked her mouth again, feeling a jolt of pleasure every time she moaned into his. When she grabbed at him hungrily and guided one of his hands to her ass, he knew he was going to lose his shit soon. She was way too fucking hot.

"Rachel…baby…fuck, are you close? Tell me what you want, baby, talk to me." Puck pounded into her harder. Any girl that wants nails dug into her ass and talks as much as Rachel does has to have some untapped love for dirty talk.

"Noah, I want your cock…deeper…fuck, right there there there there –" Rachel's words were lost when Puck slid two fingers over her clit and flicked his tongue over the shell of her ear. "Ohhhhhhhhh. Noah…"

Puck felt her release and lost control of his – he drew her up for a kiss and they rocked together through their orgasms.

Rachel buried her face in Puck's shoulder, almost refusing to believe what she had just done…what they had just done.

"Hey, babe?" Puck's voice was soft – too soft and sweet for a hit it and quit it. Rachel would know. She smiled up at him.

"Yeah?"

"I think Céline is on repeat."

And just like that, Rachel was rudely awoken by reality.

"OH MY GOD! WE'RE ON THE STAGE! Noah! What if someone had seen us? What if Jacob Ben-Israel –"

"Rach! Baby! I think we're fine." Noah cut her off. "Besides, you have to admit, for a talented performer such as yourself….what place could be better? Plus, all the world's a stage…or some shit like that…is that even relevant?"

"Probably not," Rachel giggled. "Let's get cleaned up."

There's nothing like love to pull you up when you're lying down on the floor there

"As romantic as it is, I don't think I can listen to this for another second. Does it count as the soundtrack to the time I first had good sex if I couldn't even notice it while it was happening?"

So talk to me, talk to me, like lovers do…

"Listen, Rachel…do you think we could do this again sometime?" Puck asked, looking…almost shy?

"Noah Puckerman, legendary sex shark, asking nicely to get laid? What have I done?" Rachel teased.

Noah looked shocked for a second. "To be honest Rach…I was talking about having a real conversation." Rachel's lips parted silently, and she felt the heat rush into her cheeks for about the millionth time today.

"But I wouldn't say no to the best sex of my life again," he flashed one of his signature smirks.

Rachel laughed, and it was one of the prettiest things he'd heard in a long time.

"As for that talking stuff…what are you doing for dinner tonight?" he asked.

Yeah, walk with me, walk with me, like lovers do…

Click.

The music stopped and Rachel Berry found herself kissing Noah Puckerman yet again.