A/N: So sorry that I took my sweetass time replying to the last round of reviews. You guys totally blew me away and again, I cannot thank you all enough for your support for this fic xoxox

This chapter ended up being long (like super long), so I've broken it up into two chapters so you can take an intermission if you like – make yourself a coffee, grab a snack….catch you all at the end :)


Rachel had burst into tears the moment she had left Puck's driveway and was still crying 12 hours later when she found herself standing outside Finn's two story house in Mystic, Long Island; the drive back from Lima one giant blur. She rang the doorbell numbly, rubbing her hands up and down her arms to ward off the chill from the sea breeze as she waited.

The door swung open, revealing a worried, pajama clad Quinn Fabray and Rachel felt her anger rise. So it was true. Acting on impulse and not pausing to contemplate her actions, Rachel's palm shot out and connected painfully with Quinn's cheek. "You bitch," Rachel hissed, feeling a hollow satisfaction at the sight of Quinn standing there, stunned, holding the side of her face. "So it's true then. You and Finn have been sleeping together behind my back this entire time."

Quinn shook her head, tears immediately welling in her expressive green eyes. "Yes it's true." She whispered, "Finn and I are together now. But it only happened in this past week. We haven't been sneaking around - I wouldn't do that to you."

Rachel just stared at her, "But you did do this to me," she replied bitterly. "You're supposed to be my best friend." She paused for effect, letting that sink in. "He is - was - my fiancée, Quinn. I'm wearing his ring!"

At that moment, Finn's tall frame appeared behind Quinn and he took a minute to survey the scene and the two women having a standoff in his entry way, before placing his large hands on the blonde's shoulders. His eyes did not miss the reddening outline of a handprint on Quinn's cheek or the uncharacteristic fury in Rachel's eyes, vying with a look of undiluted betrayal.

"Rach, why don't you come in?" He suggested quietly, "The three of us need to sit down and talk." He gently pulled Quinn back from the door to allow the brunette in, and as she passed, his arm tightened around Quinn's midsection and he dropped a quick kiss on her temple. "Q, why don't you make some tea? Rachel's had a long drive." Finn conveyed with his eyes that he'd like a moment alone with the other woman and Quinn looked as though she wanted to argue but then reluctantly agreed with a soft, "Alright."

He nodded to her before guiding Rachel through to the den where he took a seat next to her on the sofa and watched her as she sank wearily into the cushions, a shaky hand coming up to sweep the bangs away from her eyes. She looked exhausted, Finn noted. Her eyes were bloodshot and puffy, her face red and splotchy and her hair was in complete disarray. She looked like she was on the verge of an emotional breakdown, and to Finn, who had never seen Rachel looking anything less than 100% composed and perfectly put together, it was a disconcerting sight.

"I'm sorry, Rachel." He began regretfully, his brown eyes full of sorrow. "I never meant for this to happen."

She turned her head, unable to look at him as she posed the question that had been weighing on her mind for the last few days. "Why did you ask me to marry you, Finn?" She whispered, her throat tight. "You never loved me, did you? There's always been something missing between us, yet you asked – and I accepted – and we were going to live this," she paused as she searched for the right word, "this lie. You've never looked at me like I saw you look at Quinn just now. Are you in love with her?"

He took his time answering, running his hand awkwardly through his hair as he tried to formulate an explanation that he hadn't put much thought into until now. "I think I've been in love with Quinn all my life," he began slowly, staring at a spot on the floor. "I met her in the third grade you know, and she was just so sweet and pretty…" he trailed off and Rachel took a deep breath, surprised at how painful it was to hear the inflection in his voice, the softening in his tone as he talked about her best friend. \

Had he always sounded like that? It was evident to her just from the way Finn had held Quinn to his chest for that split second in the entry way, that he was harboring some deep rooted feelings for her and Rachel felt foolish to have not picked up the signs; the glances, the smiles – she knew they were there to be seen if she'd only been paying attention.

"We started dating in our sophomore year and when I became quarterback, Quinn was already on the cheerleading team and took over as captain when we were juniors. We were the power couple so to speak of our school; Prom King and Queen, Homecoming, you name it."

Rachel fidgeted, scratching her nail against her linen shorts as she listened. Finn and Quinn's high school experience was a complete contrast to her own which, as she had told Puck, was marred by bullying, as her dreams of stardom and penchant for the uncool activities such as Glee Club and Theatre isolated her from her peers and made her a target for their harassment.

Her chest tightened as she thought of Noah; she would not cry.

"Quinn got pregnant in our senior year," Finn continued.

Her head shot up at that, and Rachel could only gape at him. Quinn had never told her that! He met her gaze steadily and she saw the pain and regret in his eyes. "We talked about it and after we told her parents, they-" he paused, his eyes closing briefly as his jaw tightened. "We," he corrected forcefully, "decided that it was best she get an abortion." It was apparent from his demeanor that it hadn't been his decision at all.

"Oh Finn," she murmured, temporarily letting go of her hurt and her anger, to place her palm on his forearm in some small measure of comfort. He smiled briefly.

"It was the right thing to do. We knew we were too young to be parents and we had discussed adoption briefly, but Quinn's parents thought it would be too traumatic for her, having to give up the baby."

Rachel nodded in understanding. She knew Quinn and she agreed with the Fabrays; giving up her child would be something her friend would never had forgiven herself for and intuitively, she guessed that aborting her baby was something that had scarred her deeply seeing as though she had never breathed a word of it to Rachel in over 10 years of friendship.

"What happened after she had the abortion?" She asked softly, still touching his arm.

He shrugged somewhat moodily. "We tried to stay together, but it wasn't the same, you know? We hadn't known about the pregnancy for long but it felt like there was this large gaping hole between us where our baby should have been." He sighed heavily. "We broke up a few months later and went off to college. We didn't even try to keep in touch."

Finn looked at her again. "Then I ran into her that day in the supermarket and at first it killed me to even look at her, but I'd missed her. It was so surreal to see her so happy. I hadn't remembered her that way at all because those last few months had been so hard on both of us. I just…I wanted to spend some time with her, so I said yes when she said she knew this great girl who would be perfect for me." He tried to smile at her but the attempt failed.

"So you dated me because you wanted to get close to Quinn again?" Rachel asked incredulously.

"No! Well, maybe at first-" he could see that he had upset her with that revelation and hurried to correct her assumption. "But I continued to date you because I liked you."

"And you proposed, why?" She asked again. It was suddenly so important that she know exactly why this man had wanted to marry her and make a life with her and Eli. She wanted to know every reason he had for contemplating her as his future life mate, wanted to know his thought patterns and any hidden agenda behind it – she told herself it had nothing to do with Noah and his recently revealed subterfuge.

He wrapped his much larger hand around hers and waited until she was looking right at him before he spoke. "I proposed because I wanted to be your husband." Finn said simply. "You're nice and I enjoy your company. We dated for almost a year and I thought marriage was the next step for us."

He regarded her thoughtfully. "You remind me of my mom, a lot. She raised me all by herself after my father died and it was really hard on her. She had to work and take care of me and she never had any time to herself. She was so lonely. I didn't want you to feel that way and I wanted Eli to have a father. Boys need a dad, you know that. That's the reason you agreed to marry me after all."

She averted her eyes when she saw the gently reproach in his. "Not the only reason." She mumbled defensively.

"It wasn't wrong of you to want stability for Eli, Rach. I wanted that for him too. I wanted to take care of both of you and for us to be a family. But I'm not his dad, Puck is – and he seems to be doing a good job of it too."

Rachel scoffed, then sighed grudgingly, "Yes, despite my overwhelming expectations to the contrary, Noah's turned into a wonderful father for Eli."

"He's worried about you." Finn and Rachel looked up to see Quinn in the doorway, her hands empty.

"No tea?" Finn asked with a small, lopsided grin.

Quinn shook her head, "I was eavesdropping," she admitted with a sheepish smile.

He chuckled and rose, "I'll go and put the kettle on then." Finn and Quinn exchanged another one of their not so covert glances that seemed to speak volumes, as Quinn walked further into the room and sat down carefully in the spot he had just vacated.

"What happened with Puck?" She prodded gently, after a moment.

Rachel straightened, "That's none of your concern." She replied stiffly, getting up and purposely moving to the chair opposite. Quinn sighed.

"Rachel, you have every right to be angry with me and I understand if you never forgive me-"

"Why Quinn?" Rachel interrupted. "Why didn't you tell me what really happened between you and Finn while you were in high school, and why on earth would you set me up with him when it's so clear to me now that you've been in love with him this entire time?"

Quinn clasped her hands together and, clamping down on the pain she felt whenever she thought about that dark time in her teenage years, she answered truthfully.

"I don't talk about it," she replied simply. "Ever. Not with anyone. Aborting my baby was the hardest decision I have ever made and one that I'll regret for the rest of my life. I mourn for that child every day and it's a very private pain."

Rachel noticed the way Quinn touched her palm to her flat stomach and she felt a rush of sympathy for her. "I'm sorry Quinn." she offered.

Quinn nodded and changed the subject. "I didn't know I was still in love with Finn when I set you two up. I was much like Finn in the regard that when I saw him again, I knew I wanted him back in my life but I wasn't sure in what capacity. You had just broken up with Jesse because he couldn't understand why you wouldn't hire a nanny to take care of Eli and go back to the stage. You needed to be with someone completely different – you needed someone nice, and in the beginning I honestly thought you and Finn made sense."

She took a deep breath, "It wasn't until Finn asked you to marry him that I realized how I felt about him. I think I had been suppressing it because I didn't want to dredge up all of the memories, but I was confronted by them everyday, watching him interact with Eli. Seeing Finn prepare to become Eli's father was like a slap in the face."

Quinn touched her cheek with a small smile and Rachel had the grace enough to wince apologetically. "He's going to be a great father someday; he would have been a great father."

Rachel nodded in agreement. She had chosen him after all. "Why didn't you tell me then how you felt about him?"

Quinn smiled wryly, "Because I didn't want to upset all your carefully thought out plans."

Rachel frowned. She was starting to tire of the way people constantly ridiculed her meticulous organization. Planning was important; surely she wasn't the only one who was of the opinion that the future required forethought.

"And Finn was right when he said that boys need a father figure. I couldn't be selfish and ruin that for Eli, or for you. But then you found that picture of Puck and you seemed so determined to go to Lima and tell him that he was Eli's dad, and when he came back here and I saw how the two of you were with one another, I thought-"

"You thought something would develop between us and you wouldn't need to be the one to break up Finn and I." Rachel finished for her.

Quinn hesitated then nodded. "You don't love Finn, Rachel. You must know that you wouldn't have been happy in the long term."

Rachel loathed to admit it, but she had begun to see that. As much as she had craved the security a life with Finn would have guaranteed her, she knew now what she would have been missing out on. Being with Noah had changed her, as much as she stubbornly refuted the fact that she could be changed. He had made her want for things; passion and excitement and the sensation of his arms closing around her. She knew now that it was a travesty to deny herself – or Finn – that feeling, for thinking she could live without love.

Once again, she burst into tears.

"Sweetie!" Quinn was alarmed by the loud, deep sobs that shook her best friends frame as she hugged herself and gulped for air, the tears streaming down her face.

"I love him." She managed to gasp out between sobs. "I love him."

"Finn?" Quinn asked with trepidation.

Rachel shook her head blindly, "Noah."

Quinn crossed to her side and perched on the edge of the chairs armrest, hugging her best friend tight. "Snuck up on you, did it?" She asked quietly, knowing exactly how hard Rachel had worked to keep her emotions under wrap and how carefully she guarded her heart. "What happened, Rach? Puck's been calling here on the hour looking for you since he couldn't reach you on your cell. He sounds frantic."

Rachel froze, her gaze turning worried, "Eli?"

"Eli is fine," Quinn assured her, brushing the brunette's hair back from her face. "He misses you. Sounds like they both do."

She just cried harder at that.

"Rachel…" Quinn reached for her hand and squeezed tightly, "tell me what happened." She invited softly. "You love him and it's clear that he probably loves you back-"

Rachel shook her head vigorously. "H-he doesn't love me, he loves her."

"Who is her?" Quinn asked confused.

"Shelby."

Quinn gaped. That couldn't be right. Obviously he must have had some feelings for the woman, after all, he had dated her for 6 months and the product of that relationship was Eli. But Quinn had seen the way Puck's eyes followed every move that Rachel made, the way his mouth would quirk when she said something obnoxious and the way his gaze softened when he watched her with Eli. The man was smitten.

"Explain." Quinn demanded.

So Rachel told her, between sniffles, everything that had happened since she had first told Puck that Eli was his son – and not just the cliff notes version. She included her off road adventure, Puck's assurance that he had no interest in battling her for custody and taking Eli away from her, and the dinner Mrs. Puckerman had insisted they go to together. With painstaking detail, she gave Quinn a play by play of their interaction throughout the camping trip and their visit to the mud bog. She divulged that they had succumbed to one night of passionate love making and then, with the tears still rolling down her cheeks, she told Quinn about the list she had found that morning and the horrible things he'd written about her personality and her values. Quinn sat back, stunned. "So you left?"

Rachel nodded miserably.

"Oh honey," Quinn gave her another hug as Finn returned with a tray of tea, coffee and bottled water. "I'm sorry, but list or no list, that man is crazy about you. It may have started out as Puck thinking he had to loosen you up, but he knows you are a wonderful mother to Eli. I'm sure any disparaging views he had on your parenting – on you – were corrected in record time once he saw how much Eli adores you."

"He did say something to that effect," Rachel admitted. "But the fact remains that he was trying to mold me into Shelby Corcoran version 2.0 and I just couldn't stay, not knowing that while I was falling hopelessly in love with him, he was wishing my mother was there in my place."

"He doesn't wish that." Quinn corrected swiftly. "Rachel-"

She was interrupted by the sound of her cell phone and she gave her best friend a knowing look. 'That will be Puck." She said surely, retrieving the phone from the pocket of Finn's oversized sweatshirt that she was wearing over her pajamas and glancing at the display. She flashed the screen towards Rachel so she could see that it was indeed Puck calling before she answered.

"Hello Puck."

"Quinn!" Puck barked shortly, "Has Rachel called you?"

"Rachel's here." Quinn told him, flashing the woman in question a small smile.

Rachel was shaking her head, her eyes wide as she mouthed, "I'm not talking to him!"

Quinn frowned at her, just as Puck was demanding she pass over the phone. "I'm sorry Puck, but she's doesn't want to talk to you right now."

"Damn it Fabray! Make her talk to me. She'd got it in her head that I think-"

"I know," Quinn interrupted. "I've told her she's crazy, that there's no way you only slept with her because on some subconscious level you equated it with sleeping with Shelby." Rachel glared at her as Finn almost dropped the coffee mug he was attempting to hand to Quinn.

On his end, Puck sucked in a breath. "WHAT THE FUCK?" he shouted into the phone loudly, angry and hurt that Rachel could believe that the night they had spent together had been about anyone but the two of them. His expletives had been heard by both Rachel and Finn, and Quinn had to hold the phone away from her ear so he didn't rupture her eardrum with his effusive denial. "Quinn, that's fucking ridiculous. I was over Shelby long before Rachel came barging into my life with her ugly sweater vests and those cute dimpled knees of hers."

Quinn smirked at his telling admission. She grinned at Rachel and covered the mouthpiece of her cell phone. "Told you," she said in a stage whisper.

Rachel just sniffed and stuck her chin proudly in the air.

"Put her on the phone Q." Puck ordered again. "This is such bullshit. There's no way she can say that I was thinking of anyone other than her when we were fucking. Shit, it has never been like that for me – I thought I made that clear."

Quinn was under no illusions that he wasn't completely ass backwards in love with Rachel, but as the best (albeit, momentarily estranged) friend, it was her duty to stick up for her, and hadn't she already cautioned Puck that she would take him down if he did anything that would hurt her?

"Well can you blame her for doubting you? What the hell was that list Puckerman?" She shot right back. "I warned you not to mess with her head."

Puck exhaled loudly, "I'm not messing with her head!" he let out a frustrated growl. "Quinn, seriously, I'm crazy about her. That list was fucking stupid; I don't even know why I wrote it-"

There was loud shrieking in the background, coupled with a dog barking.

"Shit."

Quinn listened intently as Puck mumbled unintelligently. It seemed like he had covered the mouthpiece and Quinn couldn't quite make out what was being said. "Is that Eli?" she asked when he came back on the line. "It's late Puck, what's he still doing up?" Out of the corner of her eye she saw Rachel straighten and she opened her mouth as if she was going to say something.

"He won't go to bed." Puck answered tiredly.

Quinn let out a small laugh, "Kids always object to bedtime." She told him, rolling her eyes at her best friend. "One trick that always works is if you tell him that you're really tired and ask him to tuck you in. Then, when he willingly reads a story with you, he'll be out in no time."

"No, Q, you don't get it. He won't do anything I say." Puck rolled his shoulder restlessly, his gaze on his son. "He wouldn't eat anything I made him for lunch today and he refused to have his bath - he just yelled and yelled as I ran the water and screamed bloody murder when I tried to get him in. And he fucking threw his carrots at me during supper, like, at my head. I've tucked him in to bed five times already and he's all hyped up - he just climbs out again and starts running around." He sighed, defeated. "He's spinning around in circles right now, it's making me wanna puke just watching him."

Quinn, who had been listening to him recount his day just shook her head at Rachel as she mouthed an impatient "What?"

"I don't understand," she said finally. "What do you mean he threw his carrots at you?"

Rachel frowned at that, her eyebrows furrowed.

"And you say he's not listening to you at all?" Quinn checked. "No lunch, no bath, throwing food at the dinner table," she recounted. "And you've put him to bed five times?"

Rachel had heard enough. She reached out and grabbed the cell phone just in time to hear Puck pleading in the background for Eli to keep still. "Dude, you're making Daddy sick with all that twirling. Give it a rest, Bud."

"Noah, put Eli on the phone please," she requested steadily, proud of herself managing an even tone when just the sound of his voice had her throat constricting all over again.

"Rachel!" he sounded so relieved to hear her voice. "Babe, I've been worried sick about you!"

"Noah," she interrupted firmly, ignoring the way her stomach fluttered at that one 'babe'. "Put Eli on now."

Puck sighed inaudibly at the frostiness in her tone and beckoned Eli over. He needed to deal with one disaster at a time. "Eli, Rachel's on the phone, she wants to talk to you."

Puck watched as Eli cautiously took the phone. Already his hyperactivity had diminished and a suitably chastised look was replacing the look of utter defiance he had been sporting for most of the day. Puck sank into the recliner as he watched Eli nod at whatever Rachel was saying to him.

A few "Yes Rachels" later and one "I love you", and Eli was handing the phone back to him and climbing up onto his lap. Puck held the phone up to his ear as Eli snuggled into his chest – it was as though the demon that had been inhabiting Eli's body since mid morning had been exorcised and the little boy was back to his sweet, adorable self.

Puck just stared at his son's angelic face, feeling unsettled. He'd been fooled by the kid's charm and cuteness before, but apparently there was a regular Dennis the Menace loitering inside him. He felt like he had to be on guard just in case, so he wasn't caught unaware again.

"Noah?"

"Oh, hey."

"I think he'll settle down for the night now," Rachel told him confidently.

"What did you say to him? He has been legit evil all day and you've managed to calm him down in the space of a few minutes. You have to teach me your Jedi mom tricks. My sanity's at stake here." He said seriously. He stifled a yawn and Rachel could hear the fatigue in his voice.

"I hate to break it to you, but there are no Jedi mom tricks, Noah. You have to make it clear to him that you are the adult and he must abide by your rules, that's all."

Puck made a sound of non committal.

"I mean it Noah. I know it's hard for you because you think parenting is some sort of popularity contest and you don't want to say no to him, but sometimes you have to. You're not his friend, you're his father." She spelled out for him. "What you say goes. Don't let him take advantage of you."

It was a relief for the both of them that they could forget about the incident that morning, just for a moment, and focus on Eli."I get it," He replied eventually, sighing. "I just don't want him to hate me. This is a lot harder than I thought it was going to be."

"He's not going to hate you," she replied, turning away from Finn and Quinn who were paying entirely too much attention to her conversation. She walked part of the way out of the room. "And don't be discouraged. This is your first day flying solo but it sounds as though you fared better than I would have thought."

"Do you think? I feel like I could sleep for a week and my house looks like a bomb went off in it – how the hell do you do this all day, every day?"

"I have rules." She replied, somewhat testily. "I have a schedule, I plan. Children are a joy, but they are also a huge responsibility and a lot of work."

He closed his eyes and leant back in the recliner, his hand absentmindedly rubbing Eli's back. "Point taken Rach."

She slid down the wall and sat on the carpet, just listening to him breathe on the other end of the phone. It was more comforting that she cared to admit.

"Do you think I can do this?" Puck asked quietly, after a while.

"Yes," she answered just as quietly, without hesitation. "I meant it when I said that you are going to be an amazing dad."

"Rach…" he sighed again, pained. "God, I miss you already. You have no idea how sorry I am about this morning." She thought she could identify regret and anguish in his tone but her feelings were so raw and the hurt from that morning was still so fresh, that she couldn't contemplate revisiting the subject even if she hoped (and suspected) that whatever words he said next would prove to be the magic fix and take all the uncertainty away.

Rachel sucked in a breath, "Don't Noah, please. I don't want to talk about it."

"We have to talk about it," he replied earnestly, "There's no way we can forget what happened last night, I don't want to."

"Noah," the way she stressed his name had him stop and listen. "I will answer my phone and talk to you about things that pertain to Eli's care only. I am not prepared to converse with you on any other subject. You don't have to like it, you don't have to agree with me, but that's the way it's going to be."

"Rachel, please." he made a sound of strangled frustration. So she didn't want to talk about it, well that was just too fucking bad, because there was no way he could just meekly step back and pretend last night hadn't happened when everything in him was screaming that he couldn't let her go. "Rach, I'm not going to give you up. I know I hurt you and shit, I hate myself for doing it, but I'm going to make it up to you. I will fix this, I swear."

The promise hung in the air until she managed a shaky, "Goodbye Noah."

"No! Rachel-"

"I'm hanging up. I'm sorry, I can't-" She shook her head, aware that he couldn't see her. Her chest was tightening again, making it difficult to breathe and the tears were too close to the surface for her to prolong the conversation any longer. "Unless it is in regards to Eli, please don't call me."

"Rach-" His tone was desperate now but she just couldn't take it any longer. The sound of his voice was just too much.

"Take care of him for me," she choked out. "Goodnight."

When she lifted her head, swiping at the moisture in the corners of her eyes, Finn and Quinn were both crouched in front of her, their expressions concerned. Finn leaned forward and pressed his lips to her forehead as Quinn rested her hand on Rachel's knee. She stared at them blankly, replaying the conversation with Noah over and over in her head.

"I'm not going to give you up."

She wasn't sure whether she should be aggravated or relieved to hear that. Truthfully, it was a mixture of both. She had regretted her words the moment they had left her lips, but her inbuilt defense mechanism had thrown them out there before they could be contained. It was all so confusing; she wanted to hold onto her anger and hurt him as much as he had hurt her, but more than anything she just wanted to turn back the clock to a time when she was blissfully ignorant of juvenile lists and unfavourable comparisons to her mother.

What she really wanted was to be curled up against him in bed, having him run his fingers lazily through her hair as they relived the night that had stripped her of every last one of her fears and left her emotionally bare until it was just his soul and hers and the expression of their bodies as they loved each other, temporarily, without reservation. It had been so easy in the morning to look into eyes that were staring softly down at her and believe that what they had shared was real, but now the doubt she was left with threatened to ruin everything.

Rachel didn't know whether she should call him back and beg him to tell her that she hadn't imagined how close he was to saying the three words she so desperately needed to hear last night and again this morning, or whether she should congratulate herself for neatly sidestepping an emotional entanglement that was surely always going to lead to heartbreak and devastation.

She could do neither, so she did the only thing that made sense to her at the time – she buried her head in her hands and cried.

***/***

The next evening…

"Women," Puck spat moodily as he stared at the carpet, not for the first time that evening. He was still supremely frustrated by his conversation with Rachel the previous night.

"You don't have to tell me bro." The sentiment was echoed by Matt, who had come over to escape the chaos at his house where Tina and a gaggle of her girlfriends were assembling the favors for their upcoming wedding. Mike returned from the kitchen, fresh beers in his hand for Matt and himself and a can of Coke for Puck who had refused to drink around his son.

Mike sat sideways on one of the leather recliners, his feet hanging over the side as he sipped his beer and eyed his friend thoughtfully. Puck was different, Mike decided. He couldn't quite pinpoint the change, but current agitation aside, it was apparent that he was a lot more content and comfortable in his own skin. That restlessness he'd carried since his teenage years, his 'devil may care' attitude and his determination to avoid forming any kind of attachment outside of their core group of friends, was gone in the easy way he interacted with his son. It probably had a lot to do with little boy playing on the rug, but Mike had a feeling that a big part of could be attributed also to the woman whose name Puck had been cursing since they had arrived on his doorstep and hour ago - Rachel Berry.

It was clear that something had happened between them during her stay in Lima. The most telling thing was the fact that she had left, seemingly without warning if her body wash in Puck's shower and her underwear hanging on his clothes line was any indication. When Matt had joked about her shit hanging around, Puck had just about taken his head off, for no apparent reason. He had been checking his phone constantly; like he was worried he had received a text message and didn't hear the alert. Every time a car slowed down in the street he craned his neck to look out the window, as if he was just waiting for the diminutive brunette to walk through the front door.

It just wasn't normal Puck behavior and it could only mean one thing.

"Oh my God, you like her." Mike accused slyly.

"Who?" Puck asked dumbly.

Mike's eyebrow rose knowingly, "Rachel."

"No I don't," Puck denied immediately, his tone defensive.

"Yah-huh." Mike nodded his head, "You totally do. What happened man? Two weeks ago you were threatening to kill her for asking questions about you around town and now you're sitting her moping because she's gone."

"I'm not moping-"

"Yeah dude," Matt interjected. "You kind of are."

Mike nodded vigorously, "You're moody, you've mentioned her no less that 10 times since we got here," he pointed out, "And when Matt mentioned Tina's friend has been asking about you, you didn't even bat an eyelash. You know the one he was talking about right? The hot little blonde that you've been eyefucking for the better part of two years…."

Puck shrugged dismissively, "Maybe I've sworn off blondes, that's all. And Tina's friend is a little slutty; she's not exactly girlfriend material."

Mike's eyebrows shot through the roof. Oh, this was more serious than he thought.

"Who said anything about making her your girlfriend? I was just saying you need to tap that."

Puck rolled his eyes, "S'that all you ever think about?"

"Ah, yeah." Mike made a duh! face. "It's all you used to think about too," he pointed out.

"Yeah, well things are different now." Puck mumbled, staring at the can in his hand.

Matt and Mike exchanged a glance. "Fair enough," Mike drawled slowly, "Look, I don't blame ya if you're smitten, man. Rachel is one tight little package." He looked at Matt, "Dude, you should see her legs," he rolled his eyes heavenwards, "Fucking insane, and her ass-"

"Shut up about her ass, Chang." Puck growled, throwing a pillow at his friend. "And watch your mouth around my kid." All three of them looked at Eli, who at that moment glanced up at them.

Matt grinned at Eli. "How about you little Puck, do you have a girlfriend?"

Eli's face screwed up in disgust, an expression that had Matt and Mike howling with laughter and Puck holding out his hand for a high five. "Girls are gross," Eli stated emphatically, slapping his palm against his fathers.

"That's good," Puck nodded in satisfaction. "You just keep on thinking that way, dude. Girls have cooties; you wanna stay far, far away from them if you can help it."

Eli's eyes were very round as he got to his feet. "Do all girls have cooties, Daddy? Even Rachel?"

"Especially Rachel," Puck told his son emphatically.

"Oh stop," Matt threw his bottle cap at Puck's head with a grin.

"Don't listen to him Eli. Rachel does not have cooties." Mike tried to comfort the little boy who was looking adorably confused. "Cooties don't apply to Mommies."

Eli turned worried hazel eyes to his father, his hand resting on Puck's knee, "But Daddy, Rachel's not my Mommy. I don't want to stay away from her, I love her."

Puck couldn't help but think he'd never seen a cuter sight that Eli concerned about having to stay away from Rachel. Obviously that prospect was less than appealing to the young boy; Puck could relate. He reached down and picked Eli up, settling him onto his lap. "Daddy was just joking, Eli. Uncle Mike is right, Rachel doesn't have cooties, you don't have to stay away from her."

"Good," he said softly. "My real Mommy died and went to heaven. I don't want Rachel to go away too."

His voice was very small and Puck tucked him closer to his body. "Rachel's not going anywhere," he hastened to assure him. "She loves you too much. Besides, she's like your substitute Mommy, it's her job to look after you."

Eli tipped his head, "What's a sa-su-substute?" He struggled with the word.

Puck pursed his lips, "A substitute is someone who takes that place of someone else when they can't do the job. Like, in basketball - you like basketball right?" At Eli's nod he continued, "Well in basketball if someone's tired, or they can't play, you have someone come in and take their place. When your real Mommy died she asked Rachel to take care of you and do all the things a Mommy does."

"So," Eli said slowly, his face screwed up as he tried to make sense of it. "If Rachel is my Mommy now, then why can't I call her that?"

Puck froze - his can of Coke half way to his mouth. He wasn't prepared for these kind of questions and he wasn't sure exactly how it they should be answered. Mike and Matt had paused also and he turned frantic eyes on them; they just shrugged awkwardly in response to his silent plea.

"Um," he sat down his beverage and rubbed his neck awkwardly. He felt for his cell phone and wondered if this constituted an emergency, and whether Rachel would take his call. Puck hesitated, "It's a little complicated, Eli. You know you and Rachel had the same Mommy, don't you?"

Eli nodded, "Shelby."

"Right, so that means Rachel is actually your sister. I think maybe the reason you don't call her Mommy now is because she doesn't want you to forget that Shelby was your real Mom and that she loved you very much."

"Oh." Eli seemed to understand that, but of course, like all children, he had his own sense of logic. "My friend Tommy's mom died and he didn't have a mommy until his daddy married Elizabeth."

Puck didn't like where this was going.

"Can you marry Rachel, Daddy, so then I can call her Mommy?"

He swallowed hard and thought perhaps, he shouldn't be surprised by Eli's reasoning. Marriage was a logical correlation to make when they were talking about mommies and daddies, but he wanted to tackle this question even less than he'd wanted to answer the last one. Once again he looked to his friends for help. Mike was snorting at the thought of Puck and marriage and Matt was whistling, looking everywhere but at Puck directly.

His friends were bastards – legit treasonous bastards.

"Ah, I don't think so Bud."

His kid was pouting and Puck wanted to bang his head against the wall. See, this is why Rachel had no business going back to Long Island when her place was there, with them. He wasn't equipped to deal with these types of conversations - that was a chick's job. And she'd signed up for this parenting thing long before he had; she'd had practice, she was good at it.

"The thing is dude," he said slowly, "I don't think Rachel wants to marry me."

"Why?"

Kids and questions! Puck bit back a frustrated growl. "Rachel's kind of mad at me," he admitted.

"What did you do?" Eli wanted to know. Matt and Mike had a vested interest in his answer as well.

"Well, I might have accidentally made her feel bad."

Eli frowned up at him, "You should say sorry."

Puck nodded seriously, "That's good advice, but sometimes, when you do something really bad and hurt someone's feelings, saying sorry just isn't enough."

Eli tutted at him in disappointment and at that moment, his expression made him look so much like Rachel that Puck's heart ached. "Daddy, what did you do to make Rachel feel bad?"

An unexpected voice emerged from the doorway, "That's exactly what I would like to know."

All three men (and Eli) looked up to see Mrs. Puckerman standing in the entryway, her hands on her hips.

"Bubbe!" Eli hopped off Puck's lap and ran to his grandmother, his arms outstretched. Puck snorted. His son had spent one night in the company of his mother and already the crazy bat was forcing the Yiddish down his throat.

"Hello my beautiful Bubala," she crooned, raining kisses over his face in much the same manner as Rachel normally did. Eli just smiled and tolerated it, his thumb finding his mouth.

Puck glared unwelcomingly at his mother. He wasn't in the mood to deal with her particular brand of crazy at the moment. "What are you doing here?" He demanded grumpily.

"That's a lovely way to greet your mother," his Ma rolled her eyes, perching on the edge of the sofa with Eli in her arms. Puck just grumbled. "I got a phone call from Rachel, she asked me to stop by."

Puck gaped at her, incredulously. "That woman is unbelievable," he fumed. "I told her I had everything under control and she went and called my mom anyway. That's just brilliant."

Mrs. Puckerman leaned over and slapped her son across that back of the head, "Actually Noah, Rachel was sure you were doing just fine, she wanted me to come over and convince you of that – she seemed to think with the trouble you had with Eli yesterday, you might be second guessing yourself."

Puck just stared at her, "So she wanted you to come and tell me I was doing a good job?"

His mother nodded.

"Well," Puck said in surprise. "Fuck me."

That earned him another swift slap. "Language," she reprimanded him with an evil squint. Puck looked suitably contrite and Mike and Matt tried unsuccessfully to hide their laughter behind their hands.

Mrs. Puckerman looked down at Eli lovingly, and Puck's gaze dropped to his son also. He was a completely different kid than the one he'd been the day before, he was back to his adorable self. It was almost his bed time and his eyes seemed to be drooping as he snuggled against Puck's mother. Puck was surprised that Eli was so open with the woman, given that he hadn't spent a lot of time with her, but he supposed it might have something to do with the fact that Eli had never been apart from Rachel (or Quinn) for this long before and was probably craving a little bit of maternal affection.

"He's tired," Puck noted, glancing at his mother. "I think its bed time. Do you want me to take him?" Mrs. Puckerman just glared in response as she stood and Puck smirked, holding his hands up in surrender. "K, Ma, you do it."

"I only just found out about my grandson Noah, I'm not going to miss out on bedtime snuggles when I have the chance – that's the best bit about having children this age."

Puck nodded in agreement, then frowned. He opened his mouth as though he had changed his mind and was going to take over, but his mother was already standing in front of him and Eli was reaching his arms out for a goodnight hug.

Puck stood to comply, "Goodnight buddy."

Eli yawned, "'Night Daddy, love you."

Rachel had been right, that never got old. "Love you too, son." He replied tenderly, his tone one Mike and Matt had never heard him use before. They watched the exchange with interest, still unable to believe that Eli belonged to their long time friend, even when the proof of Eli's paternity was stamped all over his features.

After Eli had exchanged goodnights with the newly christened Uncle Matt and Uncle Mike, Puck watched his mother leave the room with the little boy cradled in her arms, and then he sank back into his seat, sighing. He looked up to see both of his friends staring at him. "What?" He demanded irritably.

"Duuuude," Matt drawled. "Tell us what happened with Rachel."

"You fucked her didn't you?" Mike couldn't help but add and Puck scowled at him. Mike was unfazed though; he just arched his eyebrow and waited.

Finally, Puck nodded. "Yeah."

Mike pumped his fist in victory.

"And?" Matt prompted. "It was bad? You didn't last, she didn't get off? What?"

Puck glared, "The fuck man! This is me we're talking about. You better believe it was fucking epic. I don't have any problems in the stamina department and trust me," he paused, his eyebrow cocking smugly, "she got off each and every time I wanted her to."

Matt held his hands up in mock surrender while Mike regarded him thoughtfully. "And then? You had an epic fuck-fest and then she just ups and leaves? What's that about?"

Puck blew out a breath and leaned back in his chair. "I'm a bit of a dick," he said, as if they didn't already know that about him. "I wrote this stupid list about things I thought a woman should know, she found it and lost her shit."

"A list?" Mike asked, "What kind of things? Like, how to give great head or something? What?"

Matt laughed as Puck shook his head. "Naw," he reached into his pocket and retrieved that yellow piece of paper that had essentially ruined his life, passing it over to his friend. Matt slid off his chair and went to read over Mike's shoulder.

"I don't get it," he said after a second. "This doesn't look too bad. Knowing you, it could have been much worse."

Puck sighed, "You don't get it man. That list is everything that bugged me about her, before I actually got to know her and realize that all this," he pointed to the paper, "was just bullshit, that underneath it all, she was completely different – and actually kinda perfect."

Matt and Mike were still looking lost, so Puck explained everything. He started with his brief relationship with Shelby and then led into the stress that Shelby's mental problems had caused Rachel, before the accident that ultimately took his former lover's life - and to his horror, had nearly killed Rachel and Eli as well. He described Rachel's reaction to the death of her mother and how the trauma of the accident led to a steadfast determination to control every single aspect of her life. Puck detailed how Rachel had willingly moved out to Long Island to take care of Eli, and how terrified she was of making the same mistakes as her mother – to the extent that all spontaneity had been removed from her and Eli's lives, and then told them all about her plan to marry Finn and the reasons she had for doing so.

Finally, he rubbed a weary hand over his face and told them how, after he had eventually managed to convince her to take a chance on him, he had gone and royally screwed it up when it looked like they had a legitimate shot of becoming a family.

When he finished, Matt read over the list again and whistled, "Dude, you're a total prick."

"I wrote that before I knew her – or any of her history," he protested. "You think I wanted it to end this way? Fuck, I just want her to let me explain but she won't talk to me about any of it. She's convinced I was playing her and said that what happened between us was a huge mistake. I don't know how I can make her see that my feelings for her are real."

"How real?" Mike wanted to know, slightly apprehensive.

Puck held his gaze as he fished out his wallet. He pulled out a business card, tore it in half and tossed it onto the table. "Is that real enough for you?"

They leant forward eagerly and Mike gasped dramatically when he saw it was the N.G.M.N.F.W.N.F.E membership card that they'd jokingly made a few years back, when they'd pledged to each other that they would abide by the laws of bachelorhood for the rest of their days.

"No shit?" Matt chuckled, his eyes wide. He never thought he'd see the day when Noah Puckerman was willing – no, eager – to trade in his single status. Sure he was a dad now, and Matt supposed that changed your perspective, but Eli and Rachel weren't a package deal in the strictest of senses; if he wanted, Puck could be the kid's Dad without pursuing a romantic relationship with Rachel - she seemed to have made that clear and now apparently – after the shit that went down the day before - she preferred it.

"Yeah," Puck was saying. "I'm serious. Guys, I love her." He admitted quietly.

They could have heard a pin drop in the silence following that statement.

Matt cleared his throat, "Well, uh. That's great Puck. I wish I'd had the opportunity to meet her while she was here. I tell ya, I'd love to know what it is about this chick that's got you so bent out of shape. What's she like?"

"She's hot," Mike offered immediately, earning himself a glare. "On a scale of 1 to 10 she's a solid 9."

Puck scowled, "Fuck you Chang, there's no way she's less than a perfect 10." His expression softened. "She's amazing. Rachel's the whole package, she's got it all; the looks, the smarts, the personality….and man can she sing. Like seriously, Mariah Carey, Beyonce – they have nothing on her." He could feel himself gushing and if he was any less secure in his awesomeness, he'd kick his own ass for sounding like such a pussy. "And she's so great with Eli; she was on Broadway and she gave everything up so she could be there for him when she knew Shelby just wouldn't cut it. She's so selfless and I just want to-" he broke off, running his hand through his hair.

"I want to be there for her. She's always been so busy doing what she thought was right, for Shelby and for Eli – she deserves someone who will put her first for a change. I want to make her happy. She wants a family for Eli? Well I can give her that. They're mine now, you know? Both of them. You two idiots have got to help me figure out how to get her back."

He gazed at his friends with a pleading look and Matt nodded immediately. Out of their entire group, he was the romantic – he'd been in love with Tina since they were fifteen years old, if anyone believed in happily ever after, it was him. And from the way Puck spoke about this Rachel chick, he thought his long term friend had finally found the woman he could have that with.

"Sure dude, I'm in."

They both looked at Mike who was still staring at the torn up business card with something close to devastation mixed with shock.

"Chang?"

"What?" The Asian man looked up and after a minute, reluctantly agreed. "Yeah, ok."

Puck nodded. Then, the three of them just looked at each other.

"So…." Matt ventured unsurely. "Any ideas?"

Puck rubbed his hand over his face. "I dunno man. I fucked up big. This apology is gonna have to be epic."

"Big…" Matt mused, "Epic." After a moment he clicked his fingers. "I got it. What about one of those skywriting planes? You could like, skywrite an apology."

"Dude, that costs like, $500 bucks a letter." Mike vetoed. "He's gonna have to write something like, 'Sorry I'm such a fucking douche bag, Rachel. Forgive me.' That would bankrupt him."

Matt snickered and nodded.

Puck ignored the dig at his (literal) expense. "Rutherford 's on the right track though. It's gotta be romantic and shit," he reasoned. "Any attempt I make can't be half assed."

They were quiet for a moment, each of them lost in their thoughts until Mike piped up excitedly, "Dudddddde! I got it! You should build her a house! You want to be a family right? Well, build her a house and tell her you want to get married and have more kids and shit; she'll know then that you're in it for the long haul."

Puck and Matt just stared at him.

"A fucking house, Chang?" Puck asked incredulously.

Mike shrugged, "I saw it on The Notebook. Chicks go apeshit for that movie – it's a guaranteed panty dropper. He was a Noah, you're a Noah…." He trailed off, flushing with embarrassment as his friends shook their heads and exchanged glances that conveyed that they thought he was whacked.

"You said Rachel was musical right?" Matt asked a while later, "Why don't you sing her a song? You play guitar, and the word on the street is that your voice s'not half bad-"

"Who told you that?" Puck demanded. His voice was his most closely guarded secret. It was personal and not something he wanted to become public knowledge or worse, fodder for the Lima gossip mongers.

"Santana," Matt answered with a smile. "She said you used to sing your sister Disney songs to get her to sleep when she was little."

Puck glowered. Ten years later and his brief relationship with the woman he affectionately referred to as Satan, was still haunting him. "Just, no. Singing is Rachel's thing. I can only imagine how that'd go. I'd finish and she'd be like, 'Oh Noah, that was lovely but it in the interest of full disclosure I should tell you, you were a bit flat on the second verse and the chorus demands a high B which, let's face it, is not in your range.'" He'd adopted a high pitched squeak that they guessed was supposed to be his imitation of Rachel's voice.

Mike burst into laughter as Matt screwed up his nose, "Dude, does she really talk like that?"

Puck shrugged and smiled.

"Why the hell are we doing this again?" Matt inquired.

Mike and Puck looked at each other and responded at the same time, "Because she's hot."

Matt just rolled his eyes, bemused. "Ri-ght,"

"Honestly, anyone listening to the three of you would think romance was dead," Mrs. Puckerman said as she walked into the room with a cup of tea in her hand. She sat on the corner of the sofa, beside Matt and looked expectantly at her son. "So Noah, what's the plan? How are you going to woo Rachel back?"

"What makes you think I need to woo her?" He was instantly back on the defense, annoyed that she assumed (rightly so) that he was the one to screw things up between them. He could only imagine what Rachel had told his mother over the phone.

"Why? Because that woman is way out of your league, but somehow, it seems she's quite enamoured with you. If you don't fix whatever it was that sent her running for the hills, then put a ring on her finger and provide me with another half dozen gorgeous Jewish grandchildren, just like that little boy I put to bed, I will make your life a living hell."

"Well it's not like you don't already have a lock on that one," Puck sulked.

"Noah Eli Puckerman-"

"Shit Ma, ok!" Puck interrupted. He looked at her curiously. "Wait, she's enamoured with me? That's good right?"

Mrs. Puckerman rolled her eyes and smiled, a little indulgently. "Yes Noah, that's good. It was evident that while she harbors a great deal of anger towards you right now, she cares for you deeply. So," she raised her chin challengingly, "What are you going to do about it?"

Puck sighed, "I guess I'm gonna woo her." He agreed, grudgingly. His mother flashed that triumphant smile that he hated. It was a smile that usually had him go out of his way to do the exact opposite of what she suggested, just so he wasn't giving her the satisfaction of getting what she wanted. The problem was, this time the thing that his mother wanted just happened to be the one thing he would do anything to get as well - Rachel.

"Dude," Mike complained. "It's been like, an hour and we've come up with shit."

Mrs. Puckerman leant forward to pick up the list she'd heard mention of, and glanced at the torn N.G.M.N.F.W.N.F.E card on the table. She read what the anagram stood for and shook her head ruefully. Her son's phobia of marriage and commitment was one he would have to get over, and soon, because she'd already negotiated a drastically reduced room rental fee for the reception center, Rabbi Greenburg was on standby and the wedding invitations had been designed and proofed – all that was missing was the date.

They tossed around a few more ideas with Mrs. Puckerman dismissing each one, until finally, Puck threw his hands up in exasperation.

"Ma, you're being deliberately difficult. Please, just help me out here. What do I do?"

"I told you-"

"Yeah, yeah." He interrupted, "Woo her. Check. But how? I really don't think flowers and chocolate are going to cut it with her."

"Every woman loves roses and chocolates, Noah." Mrs. Puckerman contradicted, her tone condescending. As she read over the list, her lips pursed. No wonder lovely Jewish Rachel was so upset with her son. He was a complete putz.

"No offense, Ma. But Rachel's not like most chicks. If I'm going to make her believe that I want to be with her, I need to prove it." There was a desperate edge to his tone that had his mother raising her head to study him carefully. He was serious about this woman. That made her job a hell of a lot easier. She tried to contain her delight but from her son's scowl, it appeared she was doing a terrible job of it.

"As I said Noah, all women like to be wooed, but you're right. Rachel isn't most women and this list of yours is beyond ridiculous." She paused, considering. "I would suggest you start by proving that the things that are important to her, matter to you. And while you're at it, it would do you some good to learn what a man needs to know in order to a hold onto a woman like Rachel. I think you're already starting to realize that you were a prize schmuck to let her go."

Puck grunted, his mind racing as he contemplated his mother's words. Matt and Mike just looked at each other and shrugged.

"What a Man Needs to Know." Puck repeated slowly. "Ma, I think you're a fucking genius."


A/N 2: Big thanks to Nikki and one of my fav people in the whole wide world Shann aka missphenix for their suggestions contained in this chapter - I was totes struggling with the Puck/Mike/Matt convo and the lame-ass suggestions they came up with to 'woo' Rachel and these two chicky babes came to my rescue - love you guys!