A/N: A little disclaimer. This is dirty. Like, straight up smut, people. I'm a little shocked and scared that this came from my brain. I certainly had no idea I was capable of writing something like this. Eh, I guess you learn something new every day. Let me know if you guys are feeling this or not, cause I'm still all nervous about posting this.

Real Disclaimer: Don't own Glee...still


The first indication Puck had that Rachel was coming down from her high was her bolting off his lap to the other side of the room. He turned to see her covering her chest with her arms (so wrong) and hunched over as if she wanted to disappear into the floor.

"I can't believe I just did that! I mean, it's so not like me. Did you do some voodoo on me or something? That's the only explanation. You possessed me somehow and turned me into some…some…hussy that let you do that to memphf-"

Puck was across the room and invading her space in a heartbeat, not willing to listen to her work herself into one of her epic rants and regret all the awesome that had just happened. He, with little difficulty, pulled her arms away from her chest and around him and buried her head into his still clothed chest to muffle her freak out. He smoothed his hands down her flawless back as he proceeded to tell her what's what.

"Rach, don't fuckin' do that shit. You know you liked it and you know you want more. There's nothing wrong with it so don't try to make yourself believe different. Where's the girl who told the whole celibacy club that girls want it just as much as guys do? Where's the girl who dry humped me on her bed before our first date and liked it? S'nothing to be ashamed of, babe. S'fuckin' hot."

Puck realized he was acting a little out of character, but he knew this was Rachel, who was pretty damn unique. None of his usual (badass) techniques were going to work in this situation. He was down for a little cuddling and some words of comfort if it meant he was going to get his dick wet in the near future. And this was Rachel. Totally worth it.

She sniffed and looked up and his heart did this whole completely uncool clench and jump thing when he realized her eyes were all glassy and bright like she was one blink away from tears. Girl tears were his kryptonite and he wasn't all that interested in dealing with them right this second.

"I just don't want you to think I'm a slut or something."

Puck just stared at her in disbelief for a second before he started to laugh. To his credit, he really did try to hold it in, but the thought of Rachel being thought of as a slut was just too funny. He got himself under control when he saw that she was not happy that he was laughing at her when she was in such a vulnerable position.

"Baby, you're like, the opposite of a slut...except that's probably a prude and I think we just established you're not that either," he said with a smirk. "You're fucking amazing, is what you are and you got nothing to be ashamed of. I don't think I've ever been more turned on in all my life. And this is me we're talking about."

He knew his words had made an impact as she blushed and ducked her head back into his chest. He took this as an opportunity to drop his hands to her ass and pull her back into his ever present erection. He lifted her a bit (and holy shit, did she weigh, like, two pounds?) and walked her back over to the prop table.

Her head snapped back up as he did this. "What are you doing, Noah?"

He looked at her like she was a little crazy (and let's face it…this was Rachel. The crazy was implied) and said, "I told you I wasn't done with you, didn't I? Keep up, baby."

She opened her mouth for what Puck was sure was another token protest so he swooped in and shut her up with his lips. He made the mental note to always use this method in the future cause it was fucking awesome and really, really effective. She moaned deep in her throat and he thought his dick was going to break out of his pants and take over the situation if he didn't do something soon.

He put his hands back on Rachel's tits and made sure they were good and stimulated before he left her lips and bent to take one hardened peak into his mouth. The sound that she made when he did this was sure to go on top of Puck's favorite sounds list, for real. It was all breathy and moany and had that hint of her amazing voice mixed in. It was just really hot, ok?

His hands drifted down to her skirt and expertly found the zipper on the side, sliding it down slowly as not to startle her. He dropped it to the floor before boosting her onto the table behind her, using his other arm to sweep all the shit to the floor. She looked disapprovingly at him for a second but his hand had drifted to her core and she couldn't look anything but turned on as he swiped his finger up her slit.

He let his own moan out when he felt how fucking soaked she was for him. He knew she wanted this as much as he did. He traced the outside of her lips and around her clit, never really giving her exactly what she wanted. He returned to her breasts to nip at one nipple, teasing it with his teeth then soothing it with his tongue, only to repeat the process. When he felt her spread her legs further and grab the back of his head to press him closer, he gave her one last nip before moving downwards.

Her breathing sped up as he passed her belly button and gave one amazing hipbone a nip before pulling one amazingly long, lithe leg over his shoulder (how were her legs so long when she was so short? It was like really fucking awesome magic) and kneeled in preparation to worship her in true Puckzilla fashion.

He marveled once again at how hot her being bare was before he used his thumbs to part her and gave her a firm lick just to gauge her reaction. And what a reaction it was. Her hips came clear off the table and when he looked up, her head was thrown back in what he could only assume was ecstasy. Her high pitched 'Oh god, Noah' was further proof of that fact.

"Look at me baby."

He waited until her eyes locked on his before he clamped down on one hip to hold her in place and dove straight for the prize. He could tell she wanted to close her eyes again as he sucked her clit into his mouth but he held her in some sort of tractor beam and he could tell she couldn't look away. He held her gaze while he flicked his tongue over the bundle of nerves again and again, only stopping to every so often give her a wide swipe with his whole tongue.

Now, Puck had done this for a lot of women. Cheerios, cougars, teachers, they had all benefited from the incredible talent of Puck's mouth. But something about this felt different to him. Maybe it was the fact that they were staring at each other, maybe it was the string of 'oh gods' and 'Noah, yes's, but Puck had never been so turned on by going down on a girl before. He relished in every muscle twitch and breathy sigh he coaxed from her as he brought her to her second orgasm.

Orgasm was maybe not strong enough of a word for what happened when she started to shake and roll her hips and exploded into a million pieces right before his eyes. He caught the gush of liquid on his tongue as she convulsed above him and made him seriously hope no one was left in the auditorium. He was the only one who got to hear her when she came, alright? She managed to top the hotness chart as she writhed on the table and Puck knew that he had kept his promise to ruin her for everything but his talents.

She collapsed backwards and Puck pounced on the opportunity to shed some of his clothes (fucking finally). He was standing with his shirt off and his pants unzipped before she realized he was moving. He braced himself for another Rachel Berry rant but what he got in return was so much better.

Her eyes traveled from his face down his torso, stopping at his nipple ring, which earned a lick of her lips and a hitch of her breath. He felt the muscles in his abs clench as her eyes traveled over them, as if she was actually touching him (it was like some fucking awesome super power or something). She finally stopped on his aching erection which was jutting out of his unzipped pants and begging to be touched by anything at this point, even her gaze.

He watched the blush travel down her chest and over her tits and couldn't help but think how hot it was that she was laying before him completely naked and open and blushing. It was also a stern reminder that she was a virgin and he had to be a little gentler than he would maybe normally be.

She sat up a little, her eyes still on his cock and reached a shaky hand towards him. She stopped inches away and her eyes found his. "May I?"

"Baby, you never, ever have to ask to touch me. Go for it." He couldn't really help the low, husky tone his voice had taken on, but he didn't mind when he saw a shiver travel through her. Fuck yes, he was a stud.

She bit her bottom lip and closed the distance between her hand and his member, ghosting over it way too lightly at first. He heard her gasp at her first feel of dick and couldn't help the pride that swelled in him that he was going to be her first everything. You never forget your first, right?

He groaned as her touch became more firm and her thumb swept across the tip to gather the precum that had pooled there. He looked down in alarm when he felt the loss of her hand, only to watch the fucking hottest thing ever. Seriously, like, better than porn hot. She popped her thumb into her mouth and sucked off the fluid that coated it, closing her eyes and wimpering at the taste. His knees legit buckled a little and his hands slapped down on the table at either side of her hips as he tried to regain composure.

"Holy fuck, baby. You can't do shit like that to me!"

He looked up to see her frozen with a mortified expression on her face and he had to rush to reassure her. "I mean, not if you don't want me to totally fucking lose my shit and blow my load before I even get started."

He watched as her face relaxed and she gave him a tiny smirk. He was actually a little scared of that smirk because he knew it was a taste of what he was in for once she got past the virginal nerves and really took ownership of her sexuality. He knew she was going to be a sexual force to be reckoned with and, while he couldn't fucking wait, he was also a little terrified of what he was unleashing. Not that, you know, he would ever admit that to anyone, but the feeling was still there.

He was snapped out of his poorly timed musings when he felt her push his body back upright and watched her lean forward quickly. He roared out a string of expletives that was impressive even for him when her hot mouth closed around his cock and she sucked him all the way down to the root. Only years of sexual experience saved him from making a mess at the back of her throat but he had to grab her arms and haul her off of him before even that failed.

His game (which was pretty fucked up to begin with. Who knew Rachel would be the one to throw it off?) was all but gone as he gazed into her smug expression with what could only be interpreted as disbelief. Did that really just happen?

"I've always wanted to try that…"

Her expression may have been smug, but her voice was unsure as she continued to look at him. He knew he must have looked like a moron, just sitting there staring at her, but he was having a really hard time forcing his brain to start communicating with him again. She fucking broke him!

He finally found the words he was looking for, and if he didn't deliver them with quite the same confidence he usually had, he felt like he was excused this time because his cock had just been all the way down Rachel Berry's throat. "Well feel free to try as much as you like, just maybe not right this second." He stopped and cleared his throat (maybe he was coming down with something, 'cause his voice didn't just crack like a thirteen year old's. Nope, definitely getting a cold.) "Right now, I want to feel something else around my cock."

Her eyes went all wide and liquid and her mouth parted in the very best way (oh god, her mouth. Fucking snap out of it, Puckerman!) as she processed his words. He reached into the back pocket of the jeans that were still somehow around his hips to grab the ever present condom out of his wallet. After securing the little foil packet, he allowed his pants to drop to the floor. The noise they made seemed to snap Rachel out of the daze she seemed to be in. She watching him intently as he stepped out of the rest of his clothes, opened the condom and rolled it down his length. She whimpered as he gave himself a few test strokes to be sure it was on just right (could never be too careful after last year. He was not fucking interested in creating any more baby drama).

He took a second to look around the room for some supplies and ran to grab the decorative throw pillow and blanket he saw among the props he had flung to the floor earlier. The table Rachel was currently sitting on must have been used for some banquet scene in a play at some point because it was long and sturdy and looked like it could handle a little abuse. And abuse it Puck would.

He pulled Rachel off the table for a moment so he could spread the blanket out and set the pillow where her head would be. He chose to ignore the puppy dog eyes she was giving him as he did this. Look, he wasn't a complete asshole. He knew it would be her first time, and while he was perfectly content to pull her to the edge of the table, wrap her dancer legs around him, and go to town, he knew she needed a little more comfort than that. She was about to give him a pretty fucking awesome gift. The least he could do was make sure he took care of her a little.

He guided her back onto the table and arranged her like a work of art, hair fanned out around her, lips swollen and red, nipples hard and straining to be touched, and legs parted slightly, ready to accept him between them. He climbed up and hovered above her, nestling his hips against hers and groaning at the first full body contact he had with her. He looked her in the eyes, searching for any hesitation. He saw some nerves and maybe a little fear, but he also saw a healthy dose of lust and anticipation so he knew this was happening.

He asked anyway. "You sure, Rachel? I'll stop now if you want me to but I really, really want to make you feel good. Will you let me, baby?"

She looked surprised that he would stop to ask her this but she nodded all the same and said, "I trust you Noah. I'm yours."

Puck tried to ignore the pang in his heart those words caused and set it aside for later consumption. She trusted him. And fuck yes, she was his. He had enough cave man in him to appreciate the sentiment.

He swooped in to give her a toe curling kiss for being so awesome before shifting his hips to line himself up with her center. He felt her arms curl around his back and her fingernails dig into his shoulders in anticipation and vowed to make it so good for her.

He flexed his hips, driving himself just inside of her and felt her go completely tense and rigid beneath him, and not in a good way. He wracked his brain for a way to calm her down only to settle on the method he had used earlier. He went with a different song, knowing this situation called for something a little sweeter (not that he was, you know…sweet or anything). "Sweet Caroline, good times never felt so good. I've been inclined, to believe it never would." He did an internal fist pump of victory when all the tension drained right out of her and she whimpered at his sex voice singing directly into her ear.

He kept up the low singing as he pressed forward, stopping every so often to let her adjust to his sizable cock. He was pretty impressed with himself that he could remember any of the words or, you know, any words at all besides tight and hot and wet and Rachel as he found himself breathing hard and clenching his fists into the blanket on either side of her head to hold it together. She felt so fucking amazing.

He felt something give way inside her and looked up to find tears in her eyes as she lost her virginity to him. He stopped singing only to lean in and give her a kiss more tender than he had ever given anyone. He stayed still inside of her, content to just feel her around his dick for a moment before she flexed her hips to let him know she was ready for him to move. Thank god, because as awesome as it was to stay still, nothing could beat the feeling of him pulling out and slowly pushing back in. He repeated the action slowly a few times and marveled at the fact that she was already meeting his thrusts with small ones of her own. He had been with his fair share of virgins and none of them had ever been this responsive. He shouldn't have been surprised, though. This was Rachel Berry and when she did something, she did it right (so fucking right. Oh god, right there).

Her legs came up around him, changing the angle and driving him even deeper. They both gasped and stilled for a moment at the intensity the action caused and then he lost it. Slow and steady wouldn't cut it anymore so he pulled back and drove himself inside of her with a quick snap of his hips, feeling satisfied when he saw no pain, only pleasure on her face. He repeated the action again and again, speeding up and slowing down to keep her on edge.

He could tell how much she was enjoying his attentions by the slide of her fingernails along his back, the cries and moans she was admitting from deep in her chest, and the perfect synchronization of her hips meeting his every thrust. He found it too intense to look into her eyes so he threw his head back and just felt. He knew she was close so he moved one hand between them to tease at her clit, alternating between light brushes and firm strokes. Puck felt her walls begin to flutter around him.. He felt his balls tighten in anticipation and gave a few more hard thrusts as he pinched her clit, sending her straight over the edge she had been teetering on.

Her walls clenching around him and the amazing look on her face as he angled his head back down to watch her come proved to be too much for him. His vision blurred, which had never happened to him before and his whole body tensed as he spilled himself into the condom with the most intense orgasm he had ever experienced. He could do nothing more than clench his teeth and eyes and growl at the sensation.

They both continued to grind their hips together as they shuddered and clung to each other. Puck knew he was risking his badassness yet again but couldn't bring himself to give a fuck. Not when that had just happened.

He collapsed on top of Rachel, no longer able to hold himself up, before he realized he was probably crushing her. He went to roll himself away but was stopped by arms and legs tightening around him.

"No, don't move. I like it."

Puck relaxed and tried to distribute his weight so she could, like, breathe and stuff and basked in the afterglow of some fuck-hot sex. He felt his eyes drift shut against his will and vowed he would get up like…tomorrow or something…