He doesn't show up to their Thursday pop culture class, and Rachel tries not to think anything of it.

(He had a late night with the guys, and he's sleeping it off. Going to class hungover sucks. Plus, it took him for fucking ever to get the brunette out of his bed in the morning.)

It's a Sunday morning, and Rachel is recovering from a rare night out. Tina insisted that Artie's band needed support, and so Rachel found herself at a horrible all-ages club, sitting with her high school friend and watching Artie's admittedly wonderful band perform top 40 hits.

But see, Tina is a few months older than Rachel (her parents kept her out of kindergarten a year, fearing the strict Chinese upbringing she'd had to that point would hold her back; something to that effect.)

Basically, Tina is old enough to buy alcohol.

Normally Rachel wouldn't even dream of consuming an alcoholic beverage illegally. She's never been a big drinker, and when she has had a glass of wine or two, it's been with her fathers, on their watch.

Not at some seedy bar where the house wine comes from a box and the most refined thing to drink is a gin and tonic.

But, as Rachel learned, she quite likes gin and tonic.

She does not like the feeling that comes the morning after having several of them.

So the horrible buzzing coming from the front of her apartment is absolutely the worst sound she could possibly hear. Her roommate texted her last night saying she'd be staying with Steve (Stefan? Stewart? Storm? Whatever). She hopes Brooke didn't forget her keys or something.

"What?" she barks into the intercom. "And you know, you can just push that button once, and I'll still hear it. No need to hold it down, for crying out loud."

"Save the fuckin' lecture, Rachel. Let me up."

"Noah!?" She glances down at herself, her St. Carnation High (her alma mater) sweatshirt and black yoga pants.

"Let me in! Jesus. It's fuckin' freezing out."

"What are you doing here?" she asks. "It's...It's Sunday."

(And I haven't seen you in two weeks, goes unsaid.)

"Yeah, I own a calendar, too, Rachel. Buzz. Me. Up."

She does.

She regrets it immediately.

She quickly checks herself in the mirror. There are remnants of last night's makeup sticking to the skin around her eyes, and her hair is a complete disaster. Sadly, her clothes are the best thing about her at the moment. Her lips are chapped and dry, so she rifles through her bag for the medicated balm she uses in the fall and winter. She tries to wipe the skin underneath her eyes, but apparently that 'long wear' eyeliner works as advertised. Go figure.

Pulling her hair into a much neater ponytail, she sighs and rolls her eyes at herself. This is as good as it's going to get.

And why should she care? They've slept in the same bed. He's seen her first thing in the morning. Her appearance should be the least of her worries.

She should be concerned with why he's showing up at her place at 10:00 on a Sunday morning in the first place.

The knock at the door comes when she's busy stuffing her roommate's Cosmopolitan collection into the magazine rack wedged between the sofa and the wall.

She pulls the door open and winces as he looks her up and down.

"Holy shit. You look haggard."

She scowls at him and closes the door behind him. "Thanks."

"No, I mean...are you okay?" he asks. She thinks he might actually sound concerned. She pulls her hands into the sleeves of her sweater, and when she looks at him again, he's smirking in that way she hates. (He has two smirks. One, she adores. The other? The other, she wants to slap.) "You're totally hung."

"Ugh. Shut up and tell me why you're here."

"You're totally hungover!" he says in amusement. But wait... "Tell me you're here alone."

"What? Of course I'm alone," she says as she watches him drop his duffle bag on the chair at the island in her kitchen. Well, that sounds rather depressing. "I mean..."

"So you didn't pick up? You don't have some guy hiding in this place somewhere?"

"I'm almost certain that if I felt like myself, I'd be totally offended by your assumption that I'd just pick up some random man in a bar."

"What? I'm sure you've got shit you need taken care of," he says, grinning at her. As soon as he's said it, the thought of anyone else 'taking care of' her 'shit' makes him feel...pissed.

"I refuse to answer that." She crosses her arms, which makes her shirt ride up, which gives him a glimpse of her fucking killer stomach. He thinks it's pretty weird that it's really the most skin he's seen, you know, other than her legs. "What are you doing here?"

"Right!" he says, far too loudly. "Right. So I'm at the gym, right? And I'm working out, and my cell rings, and it's my fucking mom, and she's all 'let me talk to Rachel', and I'm all, "dammit, woman, I'm at the gym', and she's all..."

"Noah, if there is a point here? Find it," Rachel says harshly, her eyes closed.

"I told her I'd call her when I got home so she could talk to you."

She tilts her head and looks at him, and he's attempting a look of innocence, which she's fairly certain is akin to a mob boss flashing a police badge.

"You're..."

"Deplorable. Yeah, I've heard. Just do me a solid, Rach, I'm begging you."

"If I had the energy to kick you the hell out of my apartment, I would," she says seriously.

"Is this your first hangover?" he asks in amusement.

"Dial the damn phone, Noah!" she says, rubbing her temples with her fingertips.

He shakes his head as he hits the 'Mom' button in his contact list. (What? He loves his mom, okay? Don't bust his balls for that shit.)

He talks to her for a few minutes, notices the way Rachel's head is tipped back on the sofa, like all she wants to be doing is sleeping right now. He actually feels bad for her. Hangovers fucking blow. Seriously. And the thing is, no matter how many times you get them, and how many times you say 'I'm never drinking again,' you always do, and you always wonder what the fuck you're doing to yourself.

Bottom line is, he knows how she feels, and he kinda hates that she has to feel it.

But then his mom's asking to talk to Rachel, so he hands the phone over, and Rachel seems to perk up, at least a little bit. She's laughing and being sweet (which certainly isn't how she's been with him). He watches as she paces her place, and he takes the opportunity to look around. There are a few pictures on the bookshelf in the room, Rachel with another brunette, who must be her roommate. He remembers that girl, now that he's seen her face (Rachel reminding him of her name did nothing.) He knows exactly why he didn't call her again. Bitch was all, 'I think you could be my boyfriend,' and Puck was all, 'Fuck that noise.' (Seriously. What guy wants to have a girlfriend he knows fucks random dudes in the bathrooms of shitty bars?)

There are no family pictures. He assumes those are in her bedroom, and he finds himself anxious to see what that's like. He really doesn't want to push his luck. He peruses her DVD collection, sees that it's mostly 'classics' and musicals. The other side of the DVD case holds pretty much every dance movie ever made, he assumes, and so that must be the roommate's side of the collection. Rachel told him that Brooke is a dance major.

"No, Aviva, I assure you, he's eating properly." He rolls his yes and Rachel just shakes her head at him as she smiles. "Well, that's true."

Wait. What's true?

Shit. He should have known these two talking without him to moderate couldn't be a good thing.

"No! No, I completely understand. I'll talk to you soon," she says. She grimaces when she realizes that isn't part of the plan, her talking to his mother often. But then again, if she didn't say that, she wouldn't be going along with the plan, and the plan is to make it seem like she and Noah are together in every sense of the word. "Okay," she laughs. "I'll tell him. Have a good week...Bye."

She hangs up and passes the phone to him, waits for him to take it, then wraps her arms around herself. She feels nauseous. She's not sure if it's the hangover or the lies.

"Thanks," he says quietly, tucking his phone back into his pocket. She shrugs one shoulder. "You saved me."

"Yes, well." She doesn't finish her thought. He doesn't think she ever intended to. "She wanted me to tell you she loves you."

Now he feels awkward. And kind of like a dick. He barged into her house on a Sunday morning when she feels like shit, just so he could ask another favour.

He walks over to where he dropped his bag, then slings it over his shoulder. He unzips the side pocket, pulling out a bottle of bright red liquid. This could totally save his ass.

He tosses the bottle at her, impressed that she catches it easily. "Gatorade," he says needlessly. "Drink that and you'll feel a million times better. Trust."

And really, she has no reason not to. "Thanks."

"I'll get out of your way," he says, making his way to the door.

"You're not in my way, you just...you surprised me, that's all," she says, shrugging her shoulder. She holds the door open and he walks through, standing in the hallway for a moment.

"Thanks for this." She shrugs again. He thinks it's weird that she keeps doing that. Totally not like her. "Feel better, hey?"

She laughs softly and rolls her eyes. "I'll try."

He winks and starts down the hallway towards the elevator.

She closes the door, locks it, and opens the bottle of Gatorade.

She absolutely hates that the 15 minutes he was in her apartment were the best 15 minutes of her whole week. It's ridiculous. She shouldn't let this happen.

She resolves not to let it happen again.

When he actually shows up to their pop culture class, he flops down into the seat next to her and pulls out his books while she stares at him, as if to ask what he's doing there or something. He thinks that's pretty fucking weird.

So what if he's missed the last two weeks? One time, he was hungover, and the other time, he was...also hungover.

Whatever. It's an elective, and he elected not to go. No worries.

"Here," he says, sliding a paper cup across the table toward her. "Lemon tea with honey. That's what you like, right?" She looks at him like he's crazy. "It's just tea, Rachel."

"Thank you?" She says it like a question, and it makes him roll his eyes. The way he sees it, the least he can do for her is bring her a two dollar cup of tea when they have class together. "So you've decided to show up today."

"Clearly."

"It's a little surprising."

He turns to her as their prof makes her way to the front of the room. "You know how you felt on the weekend? Picture that times a million, and you might have some idea of how I felt."

"You know, you could just choose not to drink," she tells him, writing the date neatly at the top of her page.

Their prof starts talking, so Puck leans over and speaks into Rachel's ear. (He ignores how fucking good she smells.) "Where's the fun in that?"

She thinks she does a pretty good job at hiding the way her body reacts to his breath on her skin.

After class (after an hour and a half of him literally tormenting her; writing notes on her pristine notebook pages, flipping her textbook to the wrong page, poking her thigh with his pen) Rachel's phone buzzes and she picks it up after seeing that it's Artie.

Puck wants to know who the fuck this Artie guy is.

She casts him a seriously scary glance as she talks on her phone and gathers her things, and she leaves without saying goodbye.

Well, shit.

He's waiting outside her apartment building when she gets home that evening. It's dark, and it's freezing, and she doesn't know what in the world he could possibly need from her at 9:00 on a Thursday evening.

She walks past him, pulling her keys from her bag so she can open the door. He doesn't move.

"Well? Come in," she says, hand on hip as she looks at him. He's a little pathetic, sitting there on the steps, all bundled up in his coat. He steps inside and tries not to look cold.

"Who's Artie?"

She drops her keys before she can even open her mailbox. "Excuse me?"

"Artie. Who is he?" Puck asks, kneeling down to pick up her key ring for her.

"And just how is this any of your business?" she asks, a little grin on her face and her brow raised.

"You're my goddamn fake girlfriend. I think I have a right to know if you're fucking someone else."

She shakes her head and scowls at him. "Your language is repulsive. You know that, don't you?" He shrugs and she resists the urge to hit him. "Artie is a friend of mine from high school. He also happens to be my best friend's long-term boyfriend." He's just staring at her, and she realizes that he probably feels like an idiot, as well he should. "And to save you future embarrassment and potential frostbite, I'm not sleeping with anyone. How long were you waiting out there?"

"A while. You're not?" he asks.

He is very, very interested in this conversation.

(He's spent the last however many hours fuming over the prospect of her banging some dude. After a few drinks with his buddies at the pub, he couldn't take it anymore and found himself at her apartment. That was an hour and a half ago. He's not going to tell her that part.)

"Not that it's any of your business, but no," she says, shrugging her shoulder like it's no big deal at all.

He should not feel guilty that he's got a girl on notice who he can call and get some action from if he wants. He really shouldn't. Rachel isn't his girlfriend.

So yeah, why does he care so much about whether or not she's sleeping with anyone?

"Hey, uh, what are you doing this weekend?" he asks before he can stop himself.

"I'm going to visit my fathers," she says, sifting through the mail. She dumps the junk mail in the recycling bin in the corner of the little alcove, then looks back at Puck. "Why?"

He shrugs indifferently. "No reason. Just wondering." She looks at him like she's on to him, and he pulls his keys from his pocket. "I'm outta here."

"Goodbye, Noah," she says, eyes shining in amusement.

What the fuck is that about? Sometimes he feels like she knows way too fucking much.

But wait. What is there for her to know?

Rachel doesn't tell her fathers about her little trip to Lima, or her ruse designed to mislead an indecently pleasant woman into thinking her son is doing something he's not.

The break is nice, though. She sleeps in her old room and eats at her favourite restaurant and has Sunday brunch with her fathers like they used to do every weekend. She has coffee with a couple of her friends who stayed in town, and when she runs into her ex (why does that always happen?) and he tells her he misses her, she doesn't really know how to react.

And she certainly doesn't know why, at that exact moment, she thinks of Noah.

When she gets back into town, she drops her things off at her apartment, and drives over to Noah's building. He gave her his address back in the beginning, attempting to tell her that she'd trust him more if she knew where he lived. She still doesn't understand that logic, but she's thankful she has his address.

She's been thinking about him since Saturday and her run-in with Eric (her former co-lead of their high school glee club; also her first serious boyfriend.) She's been thinking that maybe there's something more to this than just him wanting to trick his mother. Certainly, that's how it started. She wanted to hate him. She remembers that first day when he held her hand and attempted to seduce her into doing what he wanted her to do. He still doesn't know what it was about that encounter that had her agreeing.

But she likes him. He's not a terrible person. He's actually quite sweet. He'd do anything for his family, and he loves his mom more than he'd ever let on. He's shown flashes of protectiveness toward Rachel, too, and she thinks that has to mean something. He helped her through her hangover, and he brought her tea, and he seemed to be quite agitated at the thought of her sleeping with another man.

So yes, somewhere along the way, she's become curious, wondering if perhaps they could (or should) explore what this is between them.

His apartment complex is very different from hers. The units all have outdoor entry, so she walks up to the second floor and stands in front of his place, apartment 212, and she ignores the butterflies in her stomach as she knocks.

She doesn't expect a leggy brunette to answer the door wearing nothing but one of Noah's tee shirts.

"Oh! I...I..." Rachel stammers, backing away from the door slightly.

"Yeah?" the girl says icily.

"Carly, who is it?" Noah asks, walking towards the door. He sees Rachel and his face falls, and she just stares at him for a moment before turning away. "Rachel." There is no way she's staying. For anything. He's shirtless and wearing just a pair of sweats, and it doesn't take a genius to figure out what's going on. "Rachel!" he cries, stepping outside just as she's made it to the top of the stairs. "Wait."

She stops and closes her eyes, her back to him. She knows that if she keeps walking, he'll just catch up anyway.

"What?" she asks when she hears him close behind her.

"What are you doing here?"

He makes it sound accusatory, which she doesn't appreciate in the slightest.

And she supposes he's to blame (thank?) for her ability to come up with a lie so quickly.

"I just got home, and I thought that I'd come over so you could call your mom and she and I could talk," she says. She's facing him now, and he's pulled a shirt on. "Clearly, you're preoccupied."

"I was...shit. I wasn't expecting you."

She laughs bitterly and thinks it's nice that he at least has the decency to look ashamed.

But why, though? He's not her boyfriend. He doesn't owe her any explanation. And she thought it was strange that he was concerned with who she was sleeping with. Now she's doing the same thing. But maybe that's the problem.

He never did explain why he was so concerned.

"I should have called," she says. When she looks up at him again, he's a little closer.

"Rachel, I...fuck. I don't..."

"I don't need an explanation, Noah. You're a single man. I am certainly not anyone you have to answer to."

His brow furrows in annoyance. "That's not..."

"I'm going to go," she states, turning on her heel. "Enjoy your evening."

He watches her go and wonders why he feels like he just got caught cheating.

They don't really talk after that. At all.

Ever.

She makes sure she's surrounded by people in the class they share, so he can't sit next to her. She stays after one day to talk to the teacher, and she leaves quickly another, using the front exit that leads to the school's practice facility. He knows better than to follow her. Another time, she doesn't show up at all, and he's actually worried about her.

And his mom is on his ass because she hasn't talked to Rachel in weeks.

"Midterms, mom. She's got a performance and all her other stuff," he says. Fuck, he is a master bullshitter. The lies are getting old, though. "We're both really busy."

"Well, you tell her that I expect her to call me soon!"

"Yeah, whatever."

So when he catches up with Rachel outside the school one day when it's snowing, he's got yet another favour to ask her. She doesn't look pleased to see him.

She does look cute, he thinks, in her red wool jacket and black knit hat, matching scarf and mittens.

"Let me guess," she says, looking up at him. "You need me to do something."

"Rachel, just fucking listen, okay?" he says, and it sounds too harsh even to him. "My mom's freaking out. She wants to talk to you. Can you just...just one time, Rachel. I swear."

She shakes her head and laughs bitterly. (She shouldn't have expected him to just want to speak with her.)

"One time," she says, her voice dangerously low. She hands him her phone and he looks at her like she's crazy. "Give me her number. I'll call her tonight."

"I thought we could..."

"You thought wrong."

"Rachel, can you please...We're not fucking together, okay? You made a big fucking deal about me getting pissed over who you were railing. How is that any different than this?"

"Noah, I am not mad at you for sleeping with someone. It's none of my business what...women...you want to go to bed with," she says, and she sounds bitter, even to herself. "I'm just sick of this. I'm sick of lying and having to cover for you because you're too much of a coward to tell your mother that you're just not the kind of guy to have a girlfriend."

He lets out a breathy laugh and furrows his brow. "Really? That's what you fucking think of me?" he asks seriously.

"Well, I haven't seen any proof to the contrary."

He shakes his head as he enters his mom's phone number into Rachel's cell. "Nice, Rachel. That's...you sure know how to make a guy feel like a piece of shit."

(She bites her tongue to keep from asking how he thought she felt when she went to his apartment that day.)

"I'll call her later, but then I'm done. I refuse to enable you to continue this charade. It's wrong," she states seriously, tucking her phone back into her bag. "This one last thing, then you and I...we won't ever have to talk again."

Now he's really fucking confused.

"Why wouldn't I want to talk to you again?" he asks.

She laughs and shakes her head. "The only reason you ever spoke to me in the first place was because you needed something from me. It's clear that the one thing you want these days, you're getting from someone else."

She walks away and he realizes she's talking about sex.

Then he tries to figure out if she was just telling him that she'd have sex with him if he wanted it.

What the fuck just happened?

(He hasn't slept with anyone in weeks, since Rachel walked in on him and Carly.)

Rachel cries after she hangs up with Aviva. They had a lovely conversation that lasted well over a half hour, and Rachel was just reminded of the kind of man Noah was that weekend at his mother's house. He was kind and considerate, a perfect gentleman.

That's the man she misses.

He sees her in class one day, her tight jeans tucked into those black boots he remembers from weeks and weeks ago and this crazy backless long sleeved shirt that she's wearing a tank top underneath. Her hair is pulled half-up, curled at the ends, and she's wearing lip gloss that he knows is cherry, from that one time her lips were anywhere near his.

He can't sleep that night. He realizes that he might just miss her or something, which is weird, because he didn't really think he knew her all that well.

But he realizes now that he does know her well. He knows what she puts in her tea, and that she hates coffee, and that her favourite Streisand movie is The Way We Were, which she insists is weird, since it's not a musical. He knows that she sleeps on her side and that she loves her fathers more than she loves anyone or anything. He knows about her stupid ex-boyfriends and that Tina has been her best friend since they were 12 and starred in the same production of Joseph And The Amazing Technicolor Dreamcoat.

So yeah. He knows her.

And he knows how her lips taste, and how her skin feels, and how her hair smells. He knows that her legs are amazing, and her stomach is crazy-flat, and that she's got really cute little feet.

And this is not the first time he'll get off thinking about her.

There's something fucking wrong with him.