Thank you to all of you who have alerted, favorited, read, and especially reviewed this story. Reading reviews is the best part of the day for me. This is a nice long one, so hope you enjoy!

Puck gritted his teeth. He was pretty sure that he and Finn were never going to be okay again. And there was a piece of him that regretted that. But mostly, he was really pissed off that Finn wasn't listening to Rachel and what she wanted.

Puck stood up, moving Rachel gently out of his way. He grabbed a handful of Finn's shirt and dragged him over into the kitchen. "Look, she feels like shit, you need to back off, man," Puck hissed.

"No, I'm not leaving you up here with her," Finn's cheeks were flushed red with anger. Finn looked at Rachel over Puck's shoulder. "Rach...I'm sorry, Rach," he pleaded. "Please..." he broke off when she turned into the couch, away from him.

"Noah?" she called tearfully.

"Yeah, Berry, keep your panties on," Puck returned. Then cursed himself as he heard her sniff loudly at his insensitivity. "Look, I'm sorry, I'll be right back," he said in a conciliatory tone.

"Fine, Puck, I'll go back downstairs. But this is not over, okay?" Finn craned his head trying to see Rachel one last time. Then he headed back downstairs.

On the couch, Rachel visibly relaxed when she heard Finn leave. "N-Noah?" she asked tearily.

"Yeah, I'm coming, Berry," he was standing over her. The defeated slump of her shoulders was really bothering him, he'd never seen Berry give up before. "Look, you can't give Finn that much power over you," Puck reasoned. Lifting her gently, he scooted in under her head and shoulders again.

"Will you hold me?" her eyes were flooded with tears.

There was no way Puck could say no to her right now. He knew this was a mistake, he knew that this was one of those moments when you have a choice and then you had to live with whichever one you made. But Rachel looked beautiful and vulnerable...so really, it wasn't much of a choice.

Sighing, Puck rearranged himself so that he was lying next to her on the sofa. Tucking her head under his chin, he hugged her tightly to his body so they would both fit.

"Th-thank you, Noah," Rachel relaxed into him. Looking up, she blinked sleepily. Closing her eyes again, she was asleep.

Puck watched her sleep. At first, it was peaceful and watching Rachel sleep was such a welcome change from when she was awake. First off, she wasn't talking. Not that he minded that as much as he made out to. Secondly, her face was so peaceful and relaxed; when she was awake Rachel Berry was always in motion. It was nice getting to see her at rest. And he'd read somewhere that you could only fall asleep with someone if you trusted them. It did funny things to his chest to think that she could trust him.

Grinning, he took a strand of her hair and used it to tickle her nose. Rachel reached up and batted at the offending hair then made a totally sexy sleep noise while she settled back against Pucks chest. Still smiling, he stroked her hair back from her face. And because he was Puck, he did it again, almost laughing until her hand missed her nose and smacked into his chin.

Wincing, Puck felt a familiar tightening in his right calf. Puck could feel the tingle that signaled the start of a charlie horse. He tried flexing his leg, to work it out, but nothing he did seemed to help. Berry had only been asleep for fifteen or twenty minutes and Puck didn't want to wake her. But he had to move his leg.

"Berry?" Puck whispered. "Rachel? Honey, wake up," he entreated quietly.

Rachel stirred sleepily. She felt warm, safe, and didn't want to wake up. But someone kept saying her name.

"Rachel, hon, please get up," Puck said a little louder this time. His leg was fucking killing him and he needed to get up and walk on it.

Opening her eyes cautiously, she saw Noah above her. Confused and thinking she was dreaming, Rachel did what she usually did in her dreams with Noah. She tilted her head up so that his lips were within reach and pressed hers open-mouthed against his.

Pain melted away and instinct took over as Puck slanted his mouth more fully against Berry's. He explored her mouth with his tongue, almost tentatively. Like he expected at any moment for Berry to realize it was just Puck and push him away. His hands brushed over her ribcage, feathering lightly over her silky top. Fingers tingling, they felt almost as if they'd been electrified by their contact with her.

Getting impatient because dream Noah was usually more aggressive, Rachel grabbed one of Noah's hands and pushed it closer to her breast. She moaned softly into his mouth when he palmed her small breast. "Oh, God, Noah," she gasped raggedly, "more."

Puck tried to quickly unbutton Berry's blouse, he wanted to touch her breast without the barrier of clothing. Oddly, Puck was having trouble working the buttons on her shirt. He was shocked when he noticed that his hand was trembling. Trying to make it stop, Puck clenched his hand into a fist and then released it.

Looking down to make sure his hand was back under his own control now, he almost sighed with relief when he saw his hand; steady as a rock. Puck made quick work of the rest of Berry's buttons.

Rachel lifted her shoulders, allowing Noah to slide her blouse back and down her arms. Noah moved so that he was over her, looking down into her eyes. It made Rachel feel shy and her lashes fluttered closed. But she couldn't bear to keep them that way for long. She wanted to look at Noah, she liked seeing the fiery look in his eyes when he looked at her. So, she peeked at him from under her lashes.

Puck had his hand behind Berry's back and had her bra unhooked in less than fifteen seconds. Gently, he pulled her bra away and just enjoyed the sight of her pert breasts. Leaning down, he took one nipple into his mouth. Berry whimpered as he ran his tongue over the quickly hardening tip. Taking her other nipple between his thumb and forefinger, Puck kneaded her flesh until Berry began moaning his name.

Rachel's mind was completely caught up in the pleasure that dream Noah was giving her body. This was the best, most erotic dream she'd ever had. Ever. She reached a hand down between Noah's legs and traced his erection with her fingers.

Puck hissed with pleasure. "I can take those off for you, Berry," he rasped in her ear. Much to his surprise, Berry looked up at him with passion filled brown eyes and simply nodded. Ripping at the button, Puck didn't even bother to unzip his jeans as he yanked them down his body. Berry was tugging his shirt over his arms and then his head.

Usually, Rachel would have woken up by now. It almost scared her how much she wanted to give in to dream Noah and how much she wanted to please him. But right now, she didn't care why she was still asleep and dreaming of the most erotic night of her life. And she planned to enjoy every minute of it.

Dipping her hand into Noah's boxer briefs, Rachel explored his flesh. Eyes widening as she realized that things were much larger than she'd imagined. But also softer. She hadn't thought that something so hard could be so velvety. Especially the tip of him. Rachel grasped the length in her hand and experimentally stroked him.

Grabbing Berry's hips, Puck buried his head in her neck to stifle the moans he couldn't keep in. "Shit, yes, Berry," Puck groaned. Wanting to make her feel as good as he did, Puck pulled Berry's skirt up and prodded her lightly on the ass so she'd lift her hips so that he could maneuver them off of her.

Running his finger slowly down her slit, Puck was gratified to discover that Rachel Berry was soaked. He ran his finger through the moisture seeping out onto her thigh. Slowly, he dipped his finger between the warm folds of skin between her legs. Exploring her, he found a spot that made her shudder and a spot that made her moan his name. With a grin, Puck alternated between the two until Berry was clinging to him.

"Please, Noah, please," Rachel moaned, her head lolling back and forth. All of her concentration was reserved for the boy on the couch with her.

"Please, what, Berry?" Puck asked, his thumb finding her clit and then stroking her gently.

She thrashed back and forth. "I-I don't know," she looked up at him in confusion. "Please, Noah," she begged. "Please, whatever it is," she breathed.

Puck had never seen Berry look more beautiful; her face was flushed with pleasure, her eyes were shining with passion, and her voice was husky with want. He smiled down at her. More than happy to oblige, he flicked her clit with his thumb. Puck was awed when her entire body writhed in pleasure.

"More, please, oh," Rachel gasped the last because Noah slid his index finger inside her. Instinct took over then, she bucked against his hand. "Yes," she hissed.

Puck wanted Rachel Berry; he was so turned on, so hard, it was painful. And all he really wanted was to part her thighs and sink inside her until they were both insensible.

There was something that Berry had said earlier that was pinging around his brain. She'd asked him if this is what sex was like. But Finn had told him that she and Jesse had had sex...so why didn't she already know what sex was like? Damn it, when did he start thinking when he was having sex.

It was not that he'd figured out that Berry was still a virgin. He really had no problem with that; actually, he was happier than he had a right that she hadn't given it up to St. Jackass. She'd have been better off giving it to Finnessa than that Jesse kid. The problem was, Puck could not handle it if she hated him. Hell, he didn't even want her mad at him.

Puck made the decision then that he'd wait. This was one of the few times that Puck could remember where he was doing what felt right instead of what felt good. He wasn't sure how he felt about it. But hopefully, this meant he and Berry could have something in the future. Otherwise, Puck was going to be kicking himself for a long, long time.

He knew this meant he wasn't getting any tonight but he didn't want Rachel thinking he'd gotten her drunk so that he could have sex with her. But he also didn't want Berry thinking that he didn't want her. Seriously, sex wasn't usually this complicated. Deciding that stopping would be cruel, he leaned down and took her nipple back into his mouth.

Using his fingers in her sweet, wet body and his mouth on her nipple, it didn't take long until Berry was clinging to him like a monkey on a tree. Puck sped up his fingers until Rachel was moaning and begging unintelligibly. Flicking his thumb over her clit again and again Puck enjoyed her gasps and how she clung to him. Like he was the one she could trust to make everything better.

Suddenly, she tensed underneath him and he could feel her muscles contract around his finger. She bucked one last time against his hand, the nails she had dug into his shoulders losing their purchase.

Rachel looked up at Noah, the boy she so frequently cast as the knight in shining armor in her dreams and smiled softly. "I love you," she mumbled as her eyes fluttered shut and she fell asleep under him.