A/N: Ok guys, so here is Chapter 2! I was really tired when I wrote this, and it is my first fanfic, so please excuse any errors. Also, it contains a whole lot of SMUT. Literally SMUT SMUT SMUT. So if you don't like that sort of thing, obviously don't read it. Anyway please let me know what you think! I was amazed by all of the story alerts and what not, and it definitely helped me get this chapter up so quick! I hope I didn't disappoint! Happy Reading!

Rachel led Noah up the stairs to her room and once inside he pinned her up against her closed door. He pushed his hips into hers, showing Rachel everything she was doing to him. She dragged his head down with her hands kissing him feverishly as his hands began to slide up underneath her shirt, stroking her softly with his thumbs. He nudged her legs apart with his knee, rising her skirt up with the movement, letting his thigh rub against her most sensitive area. The new contact, released a new warmth and wetness between her legs, and she was sure Noah could feel it on his legs.

Rachel moaned softly against his lips as her hands moved down his torso, feeling his muscles constrict every place she touched, and found the hem of his t-shirt. She pushed it up to expose his tanned abs, and further up until he got the message and took over, stretching his arms to pull his short over his head. Rachel sucked in a breath at his newly exposed skin and muscle, causing Noah's mouth to move into a predatory grin. Sure she seen him shirtless plenty of times over the summer when they would go swimming after helping out at temple, or when he would be at basketball practice. Coach Beiste would split the team into two for a scrimmage, shirts and skins as they called it. Seeing his naked torso never failed to get the same reaction out of her. Especially now that he was leaning into her, rubbing her pussy with his thigh and switching between licking and biting her ear.

"Noah... God..."

Rachel tilted her head to give him better access and splayed her hands down across his newly exposed torso, feeling every contour and plain of his abs. When she twisted her hands to move back up his body, her nails scraped along the sides of the ever present V leading into his shorts, causing Noah to inhale a sharp breath. Seeing that he liked it, she continued to lightly scrape her nails up and down the lower contours of his body. With his lips and teeth still on her earlobe, she could hear his grunts clearly. The contrast between the hot moisture from his tongue, and the cool breath that was escaping his lips when he grunted over her caress. was driving her insane. The feeling was intoxicating. Noah was intoxicating.

Not able to handle the shudders going through his body anymore, he twisted their bodies and pushed them backwards to her bed. Before pushing her back onto the bed, he leaned back and looked into her eyes searching for any sign that she wanted him to stop. Keeping his lust filled gaze, Rachel found his belt buckle, sliding it slowly through his belt loops and unfastening it. She watched his adam's apple bob, and before she could feel self-conscious about her forwardness, his reaction was making her feel liberated again. She wanted this so bad, she wanted Noah. Rachel knew he would make this good for her. Sure he was known for his sexual prowess and have been with probably 95% of Lima's female population, but the way he was touching, caressing, and kissing her, Rachel felt like the only girl in his world. She continued to unbutton and unzip his cargo shorts pushing them down the swell of his hips.

"Rach, are you sure about this?"

Noah leaned his forehead against her and searched her eyes again. He knew she was a virgin, and that this was a huge deal for her. As much as her nails dipping into his boxers and lightly scraping the side of his groin was making his dick throb, he would stop if she wanted him too. For someone who was supposed to be inexperienced, she was doing a fuck of a job of showing it. How could he have lost so much control? She was still fully clothed and he was shirtless with his cargo shorts opened wide and halfway down his hips.

There it was again, Rach. She didn't know why her first name rolling off his tongue made her feel weak in the knees. Rachel was sure she would never get used to it.

"I'm positive Noah. I want this. I want you."

His lips crushed hers in a mind blowing kiss, their tongues and lips crashing together so ferociously he thought his legs were going to buckle. I want you. I want you. Noah couldn't understand why that, coming from her lips made his heart constrict just a little bit. Plenty of girls had told him they wanted him. One thing he knew for sure though, was that he was going to make sure Rachel never forgot this.

He moved his hands up her torso, feeling the warmth of her skin light his fingers on fire. Her top gathered as she lifted her arms and he pulled it over her head, leaving her breasts fully exposed and her nipples hard against his chest. Continuing his assault on her lips, he unbuttoned her skirt and pushed it over her hips, letting it fall to the floor and looked down to see her in nothing but hot pink lace Brazilian panties. They contrasted against her tanned skin perfectly and hung to her curves, making her ass plump out beneath the frilly lace on her backside. She moaned as his hands slid down her back slowly and squeezed her ass pulling her directly against his straining cock. Determined to keep control and not lose his bad-ass persona from the soft noises escaping her mouth, Fuck her mouth, he stepped back from her and lifted her hand in the air spinning her to see every angle.

Rachel couldn't understand why this gesture suddenly made her lose all self-consciousness and make her feel so sexy. Maybe because he had that look on his face as his eyes swept over her nearly naked body.

"Fuck baby, I always thought you were a hot Jew, but I never imagined this was what you were hiding underneath those short skirts. You're fucking sexy Rachel."

His appreciation for her body made her blush, and she felt her panties get even wetter. He laid her back on her bed, letting her head hit her pillows. Noah let his pants fall to the floor and joined her on the bed, lying against her side and kissing her lips as his hand slid down her flat stomach to press his fingers against her panty clad pussy.

"Mmmmm!"

The new contact made Rachel's body arch of the bed and impossibly closer to Noah's body. She dragged his face closer to hers biting and sucking on his bottom lip, before slipping her tongue over to soothe her assault.

"You like that, baby?"

Noah grinned devilishly as he continued to move his fingers in a circling motion up and down over her clit and opening through her wet panties. He knew how much he loved to torment her, but now realizing this new form of teasing, and how she reacted to it, he couldn't help but love it a million times more. He swept his hand up and down her pussy, kissing her and tonguing her mouth as lightly as possible. The way her body was writhing under his and grabbing him tightly, he knew that she wanted more pressure, anything to feel closer to him. She was spinning out of control and he was barely touching her.

"Noah please...uh... god"

He let his fingers slide across the wet lace and slightly stroked the side of her pussy underneath her panties.

"What do you want, Rach?" He lowered his lips to her neck to lick a long stroke up to nibble on her ear and pushed his body up to partly cover hers as his fingers continued to tease everywhere around her pussy.

His coarse voice, thick with arousal, whispered into her ear, "This?" He lifted his other hand to her tit, rubbing his calloused thumb over it before pinching it lightly and tugging on her hardened nipple.

"Umm... y-yes... anddd..." She stopped abruptly and bit her lip.

Noah knew he would have to help her, but she was already being more vocal than he expected. That little tid bit of information only made his ever growing cock throb even harder. He needed to pull it together if he wanted to make this unforgettable for her.

"And what baby? Tell me what you want me to do to this sexy body of yours."

"Take 'em off."

It came out in a quick breath and Noah loved how he managed to stump Rachel Berry's proper grammar. He slipped his fingers slowly under the strip of lace covering her pussy and felt her juice on the material. He kissed her softly on her lips and pulled them down her legs, before resting above her body and descending his lips on her hardened nipple. Noah let his tongue glide over her soft nipple before taking it into his mouth and sucking on it lightly. She let out a soft moan and he scraped his fingers from her knee to the swell of her ass, giving it a quick squeeze before bringing it around her thigh to lightly brush her folds. His cock throbbed again.

"Jesus Rachel, your pussy is dripping wet for me."

He stopped abruptly, suddenly aware of his very large mouth, and looked up with wide eyes to gauge her reaction to his words. He was so not expecting how wet she would feel and clearly his brain to mouth filter was affected by the control she had over his body. Fuck what an idiot. This was Rachel fucking Berry. She was going to kick his ass right out of her bedroom for naming her lady parts that, and he'd never have to worry about trying to get into her pants again. What he wasn't expecting was for her to respond the way that she did. She loved how erotic he was making her feel. Her leg lifted up and wrapped around his and her entire body arched up off her bed and closer to his body. She let out the sexiest moan he ever heard and her pussy got about ten times wetter.

"My God Noah!"

She grabbed his head and brought it up to hers to kiss his lips, clearly turned on by his dirty talk. He grinned against her lips, extremely relieved she wasn't kicking his ass out of her house, before he realized what that meant. Rachel Berry liked dirty talk! She just kept getting better and better.

"Oh baby, I'm going to make you cum so many times."

Her hands dug into her bed as Noah continued to get her off with his words. His mouth went back to licking her nipple and then sucking on it, only to circle his tongue around it again. It was the same pattern his finger was making on her clit. Circling the nub with his finger and then sliding it down between her wet, hot folds, only to bring it back up and circle it around her clit again. Then he would lick a path to her other nipple and repeat the same action.

She was losing her mind with him mouthing her like that. His skin hot on hers, licking and touching all the right places. Just when she thought she couldn't take anymore he slid one of his fingers inside her pussy. Slowly stretching her by curling his finger and twirling it. Her hips bucked against his hand and urged him for more.

"Noahhh... more, please more."

He added another finger into the hot channel of her cunt, slowly scissoring his fingers to stretch her for his huge dick. He rose his head from her nipples, giving them both a soft bite and lick to soothe them, before he returned to her mouth.

"You're so fucking tight, baby. So hot and tight." He kissed her already parted mouth and let his tongue flick across the bottom of her teeth, then meshed with her tongue to swirl around her mouth, mimicking the same dance his fingers were doing in her pussy.

Her breathing was becoming erratic as he continued to pump his fingers in and out of her cunt, switching back and forth between a slow and frantic pace. He would bring her so close to the edge, only to slow right down before she would cum and then pick up the pace again. She was losing her mind.

"Noah... umf... please... oh godd..."

Noah kissed down along her jaw and licked a path to her ear, scraping his teeth and swiping his tongue over her flesh while whispering to her.

"Let go Rach...Come for me, baby."

Her tipped his head back and continued to pump in and out of her pussy, thumbing her clit and watching her lose herself in her orgasm. Fuck she looked gorgeous losing control like that, her head tipped back with her eyes rolling in her beautiful head. Her arms were wrapped around his neck, as if to hold on for dear life.

He felt her walls constrict around his fingers and he slowed his pace as she slowly came down from the whirlwind of her orgasm. He slipped his hand from her pussy and slipped a finger inside his mouth as they looked at each other through hooded eyes. When his slick finger slipped between his lips, her eyes got big and a flash of arousal went across her gorgeous face. He grinned at her and offered her his finger.

"Wanna taste your pussy juice baby?"

She bit her lip to stifle the deep moan escaping her throat in hopes that Noah wouldn't so blatantly see how he turned her on. She could tell it wasn't lost on him when his eyebrow arched up and his grin got bigger. She just nodded her head as a blush rose up her face.

He dragged his finger along her bottom lip, allowing her to taste herself before she opened her mouth and sucked in his finger. She found herself oddly aroused by the taste of cum on his finger, wrapping her tongue around his digit to suck him clean. She took hold of his hand and slid his finger in and out of her mouth, sucking and twirling her tongue around him while she watched him, his eyes completely enthralled by her mouth.

Fuck that mouth. She was making him lose all control again, and his hard cock was becoming painful as it strained against his boxers. As her focus returned, she became very aware of the protruding member resting on her thigh. She removed his finger from her lips, and nudged his shoulder to push him on his back. He was surprised at first, but let her take control when he seen the nervous but

determined look in her eyes.

He fell back onto her pillow, letting his hands rest lightly on her hips and stroking small circles on her skin as she straddled him. She leaned down to kiss him softly, letting her tongue find his, while hooking her fingers in the waistband of his boxers and sliding them down to his knees. She was sure her entire body blushed from the size of his cock, completely hard and waiting for her. She lifted her self over him to slide them off his legs, and kissed down his entire body. Her tongue darted out to circle around his nipples and then she trailed it down the contours of his abs. Rachel let her hand guide down his body, scraping along that sensitive part of his torso she had found earlier, to stroke his cock, as Noah lay completely entranced and trying unsuccessfully to stifle his moans.

She used them as encouragement, and let her teeth scrap softly on the inside of his hips as she nipped them, only to let her tongue soothe the area, as she continued her assault. Noah couldn't remember how to blink, or what to do with his hands. He couldn't think of anything but what Rachel Berry was about to do with his cock. He set his jaw to keep from screaming out, but the groans were so deep in his throat they mumbled out without his control. As much as he was dying for her to do this, he didn't want her to feel like she owed him something. This was suppose to be about her, he wanted to make it special and unforgettable for her. He cleared his throat in attempt to not give himself away.

"Rach..."

He waited for her to look up at him before he continued, but didn't get a chance when she caught his eyes and placed the tip of his cock in her mouth.

"Fuckkkk..."

His eyes slightly rolled back in his head when he felt the warmth and hotness of her mouth. That fucking mouth! She rolled her tongue around the tip of his opening, tasting the sweetness of his pre-cum. Was it weird that she loved tasting him? That little drop was like a victory for a job well done. She caused that reaction from him, and loved her reward. It only pushed her to go further. Noah was openly growling as she continued to suck and lick the tip of his cock slightly pumping it in her mouth, never looking away from his face. His cock tasted so good she was sure she was drooling. She slid her mouth further down his shaft swirling her tongue around making sure to taste every part of him, until he hit the back of her throat.

Noah bit down on his tongue so hard he swore he tasted blood. She angled her head to take him further, stopping only when she had every inch of his dick in her mouth. His hand went straight for her head, his body jerking against her as a moan escaped both of there lips.

"Uuuhhhh... fuck you're... mmmmm...amazing baby."

The tightness of his voice and the scorching gaze he was giving her, caused a new desire between Rachel's legs. Desperate to show him the passion she felt, she pumped his cock deep in her throat.

"Shitttt, Raachelll"

He gently hauled her head up off his cock, afraid he would blow his load straight down her beautiful throat within seconds of having her sexy mouth around him. She pouted in protest, disappointed she would no longer be able to taste him, and afraid she did something wrong. As if hearing her thoughts, Noah kissed her. Trying to catch his breath and speak without his voice cracking, he placed tiny kisses all over her face, flipping her onto her back once again.

"Baby, I told you that mouth of yours was talented. You nearly ended this way too soon, and I'm not done with you yet."

He licked up and down her breasts, pushing her body so she was slightly sitting against her headboard, and her pussy was lined up with his face. She moaned in anticipation as he eyed her glistening slit up close for the first time. With both hands tightly holding her ass in place he gave her a sinful smirk, before kissing all around her cunt. He rounded his hands to place his thumbs on the inside of her thighs, gently spreading her legs so he could lick her pussy at every angle. He gazed up at her again, watching the passion on her face play through he entire body as his breath splayed across her wet cunt, causing her hips to buck closer to his mouth. He gave her another sinful smirk, and spoke to her in his seductive voice that she would never get used to.

"You want me to lick your pussy, Rachel? I will make you cum all over my face so you will be nice and wet for when I'm ready to put my cock in your cunt. You want that don't you baby?"

He watched her eyes cloud over in lust and felt the heat radiate off her body. Her breath was so thick she could only moan and nod her head. Noah glanced down to her opening and the lust in his eyes mirrored Rachel's. Not able to contain himself from tasting her juices anymore, he bowed his head to press his mouth firmly against her pussy, then dragged upwards to part her soaking lips with his tongue.

"Oh! Noah!"

Her body writhed wildly underneath him, and he reach a hand up to cup her left breast. He flicked his finger over her nipple making it stand up, before pinching it lightly between his fingers and tugging on it, making her cry out. He continued to move back and forth between both nipples, while flicking his tongue quickly over her clit. He glided his tongue up and down her slit, changing the tempo from slow to fast, and the changing the direction from left to right. He brought his tongue down to her core, tracing a small circle around it before darting it in and out of her pussy. His cock was twitching against her bed from the smell and taste of her. He was lapping up her juices, but she was so wet for him. He sucked on her clit, bringing it into his mouth and licking it softly with his tongue.

"Oh fuck Noah, don't stop."

Her sudden demand and use of such a profanity had Noah growling. He brought both hands underneath her, kneading her ass cheeks as he held her pussy against his face. He rocked his mouth wildly across her cunt, stroking her pussy in every angle, allowing his nose to stroke her clit in the best possible way. She was coming apart underneath him, screaming his name and mewling noises and sounds he could barely understand. He drove his tongue into her hot core once again, making her buck her hip in response. His tongue went deeper into her pussy, as she lost all inhibition and rocked her body against him, fucking her pussy with his mouth. He clamped her hips around his face, licking every ounce of cum that exploded from her body, as they rode out her second orgasm. Her legs became limp around him, as he continued to gently kiss her pussy and inner thighs.

She swallowed thickly as she watched him kiss her entire body with the most tender of kisses. The way he went from being so gentle with her, to a total sex animal, had her constantly on her toes. She never imagined sex to feel this amazing. He made his way up her body, holding his weight off her body as to not crush her, resting his lips on her neck just below her ear. While he continued to brand her, his hard cock rested between her legs, and she could feel that drop of cum from the tip of his cock on her ass cheek. He brought his lips to her face, showering her with kisses, while talking her through what was going to happen. Each statement bracketed with a soft tender kiss to her mouth.

"Rachel, this is going to hurt." Kiss. "And I really don't want to hurt you baby." Kiss. "I promise you it will only last for a second." Kiss. "And I will try to make it good for you." Kiss. "But if you need me to stop, please tell me ok." Kiss. "I'll go slow." Kiss.

It felt like her heart was doing somersaults in her chest. She trusted him more then anything in the world, and his concern for her made her trust him even more. She laid her hand on his cheek to look him in the eyes.

"Noah, I trust you."

He lowered his head to hers and gave her a long kiss, before reaching into his shorts pocket for a condom.

"Don't."

Rachel held out her hand to stop him from opening it and he gave her a questioning look. Her face flushed as she answered him.

"It's ok, I'm on the pill. Unless you really want to use one."

"I've never not used one, but if you trust me..."

The look he was giving her was hopeful, and she really wanted to feel him explode inside of her. She nodded her head and he came back to hover over her.

He parted her legs further as he kneeled between them, lubing his thick cock with her wet pussy. The sensation felt amazing for both of them and as the gazed into each others eyes, they were moaning in unison. Noah rubbed his cock against her pussy sliding it up and down her slit until her body was writhing beneath him and they were both begging for more. He prodded her opening gently with his cock waiting for a sign from her that she was ready. When she nodded her head, he leaned into her body to kiss her lips as his cock slowly found its way into her pussy for the first time. He rested his body on his elbows as he watched her face for any sign that she wanted him to stop. They both felt the overwhelming sensation of him filling her. She was so fucking tight Noah was going to lose it. The only thing keeping him from falling apart was his concern her, his focus slightly distracting him for the sensual feeling he was getting low in his gut. In an instant, he was at her barrier.

He pushed through, halting his movements when she took a sharp intake of breath to allow her to adjust to him. He kissed her lips softly, desperate to distract her from the pain she was feeling. A few moments later she moved her hip against his, aching for him to fill her more.

He slid out of her pussy just a fraction of an inch, only to push his cock further in. The realization that he was bareback in Rachel's pussy made his dick throb even more.

"Fuck Rachel, you feel fucking amazing."

With each thrust, Rachel was loving the feeling more and more. His hands were all over her and both of their bodies pressed so hotly together as he fucked her was causing her head to spin.

"Oh Noah... Oh... Ohhh ... God!"

He growled once again at the sound of his name coming so breathlessly from her lips.

"Rach..."

He didn't know how much longer he could hold off. Every muscle in his body seemed clenched in his effort to stay in control. Noah was sure Rachel Berry was going to kill him. His thrusts were becoming quick and hard now, as he continued to fuck her into oblivion.

"You like me fucking your pussy, baby?"

He gazed down at her through heavy, lust-laden lids and his jaw was slack with the intensity of his pleasure. Her head was laying effortlessly on the pillow, her hips bucking against his frantically as her fingers dug into the muscles clenched in his back. Somehow whenever his words filled her ears, her entire body felt like it was on fire.

"Noah... Oh. My. God. Fuckk... Noahhh.."

He reached down between their bodies finding her clit to rub circle patterns, desperate to get her to cum with him for a final time as his fucked her pussy hard with his cock. He felt the walls of her cunt pulsing against his shaft, and he knew he wouldn't last much longer.

"Uh! Uh! Come with me Rach!"

"Noah fuck... so good... sooo fuckkk... good. Uhhh..."

Suddenly her body arched violently off the bed, his cock now surrounded by a pulsing warmth and wetness. He continued to thrust his cock into her pussy, fucking her hard to allow himself to let go. Her earth shattering orgasm continued to rock through her and milk him until he finally released himself into her. The warmth of him filling her and the quivering of his cock in her pussy allowing her to respond with another wave of pleasure. His body collapsed on hers, unable to move from the most mind-blowing sex he had ever experienced.

They lay in silence for a few moments, both trying to register what had just happened between the two of them. Noah pushed his body up from hers, the two of them moaning from the loss of filling and being filled. He kissed her softly and went to her bathroom to get her a cloth to clean herself up. He handed her the cloth and grabbed his boxers and her panties along with his t-shirt, passing her the latter as well. She gave him a small smile and put on the clothes he handed her. As he pulled back her covers, he gestured for her to get in, following closely behind her. He lay on his back and watched her settle her head on his chest, his arm wrapping around her back to rub soft patterns under his shirt.

"You ok?"

She turned in his arms, placing her hand on his chest and resting her chin on it to look up at him.

"Amazing. Thank-you Noah."

He gave her a smirk and a wink, before closing his eyes and settling back comfortably on her pillow.

"You can ask me to hang out anytime, Berry."

She didn't say anything about the use of her last name again. She kind of liked that he called her Rach when they were being so intimate. It could be their little inside thing. She closed her eyes as well, snuggling into the warm muscles of his chest and losing her head in the soft strokes he was playing on her lower back.

Neither of them noticed that it was only 8:14 pm., or that they had been doing that little dance with each other for a good couple of hours. Too tired from their recent activities, they both fell into a deep sleep.