Puck was perplexed. Rachel not only had no current boyfriend, she was never known by anyone to have ever had one. Yet here she was with the studliest dude around making out nervelessly, in total control. She was like that in everything she did. In glee, she helped the others learn how to sing in the same way she helped Puck learn how to touch her: wordlessly. When someone sang even the briefest solo, they would watch for Rachel's reaction. They ignored Mr. Schue, not because he didn't have the ability to critique them, but because, as a modern American high school teacher, he saw his job as requiring constant encouragement of even the lazy and incompetent, no matter what. Rachel had no such qualms. If a corner of her mouth dropped, her eyes narrowed, her brow furrowed, the singer would simply stop and ask to start over. If the performance improved at all on the next try, Rachel would brighten and the progress was duly noted.

Rachel never directly criticized an individual in public, but on very rare occasions, would praise. After Kurt's solo in Like a Prayer, she went up to him to say it reminded her of the time her dads took her to Cleveland to hear the Vienna Boys Choir. From Kurt's reaction, Puck thought he might ask Rachel to Junior Prom. The worst, however, was when Rachel herself screwed up. She just stood fixed to the spot, legs straight, arms down with clenched fists. No one moved, no one spoke, not since the day Finn said she was good when she wasn't and she turned on him with, "STFU, whadda you know?"

….

The night following the first bra unclasping, Puck repeated the act and proved himself a liar, as she suspected he might, by reaching up her front to cup her bare left breast fully in his large hand. His mind began to count: "thousand one, thousand two, thousand three…" She put her hand on his, gently, and pulled it away. "It felt too good," she explained and kissed the palm of his disappointed hand.

"That makes no sense."

"Yes it does, Noah. And you understand exactly why."

"Look, we lie on top of each other, pressed together, my shirt off, your tits squashed against me, feeling my cock against you. What I did then was nothing."

"Our bodies are our bodies. They are what they are and how they are. They're natural. I love being with you like that. It's sexy, but I can control myself. You were heading in a direction I'm not ready for. Please, keep your hand on my back. It's really erotic without being dangerous."

She snuggled up to him, reaching back to pull up her sweater to expose her back, and resting her palm against his nipple ring. "Sauce for the gander," she said with a twinkle. He caressed her back, kissed her neck, inhaled her perfume and shampoo, and loved her a little.

….

"Why are you here, Noah?"

"To make out. You're hot."

"Gee, you sure do have a way with words. But you could be lots of other places, with lots of hotter girls, girls who'd give you everything you want, who wouldn't force you to go home and masturbate afterward."

"How do you know I …"

"Oh please. You come here hard and you leave here hard. It must hurt. What do you think I do? I need to get up early in the morning so I need to get to sleep. If you didn't get me so hot, do you think I'd make out with you? So I'll ask again, why are you here?"

"I like you."

"You like me better than girls who'll have sex with you? Really? What do you mean by 'like'?"

"I'm happier when I'm with you. You make me smile. You make me feel like a 'Noah' instead of a 'Puck.' I feel tender towards you."

"There's a word for that, Noah, and it isn't 'like'."

[Very long pause – staring contest – deep brown eyes win]

"Why are you here, Rachel?"

"I asked first. Man up," poking him in the chest.

"I've never felt like this so I'm not sure what it is so I don't want to use the word."

"Come here," she said, getting up and standing beside the bed. "Kiss me."

He pulled her against him by the waist, bent to taste her mouth while she held his head in her palms. The general mechanics were the same as a hundred times before, but the all-out force of it, and the not quite imperceptible vibrations of lips on lips, tongues on tongues, hands on back, fingers on ears, were utterly different, on another plane.

The kiss ended because their lungs demanded oxygen.

Rachel stared right up at him. "What's the word, Noah?"

"Love."

"Love's the word for me too, Noah, or I wouldn't be here. The trouble is, and it's a very big trouble, I may love someone else even more. And so may you. That's the main reason I've been able to resist having sex with you."

…

The next night Puck brought his Jawveh-ordained girlfriend home to meet his mother and kid sister. They loved her. After a respectable period of time had elapsed, Rachel and Puck, saying they needed to "practice," went upstairs to his bedroom, but it had more to do with "go forth and multiply" than it did with music. It got a little hot and heavy for no boob touching, and Puck tried to stretch a single into a triple by grabbing her inner thigh about as high as he could go without risking a scream.

"What are you doing, Noah?"

"Trying to seduce you."

"Are you really sure you want to? Because if you actually succeeded, one of two things would happen. Either I would become to you just like all your other girls and women and therefore meaningless, or else I would become very special to you and you wouldn't have any other girls and women and you would become a very different person. Are you ready for that, Noah, are you really ready for that?"

He hated it when she used his badassness against him. He meekly removed his hand from between her legs, instead of saying "Yes" and boldly sliding it under her panties. Looking back, he realized three things: first, she had called his bluff; second, she was a lot smarter than he was, and third, he was a fool.

….

Puck looked over at Rachel during a lull in the action. She wasn't really pretty, not like Quinn Fabray. Whatever Quinn was wearing, whatever the light or tilt of her head or expression, she remained pretty. Rachel did not. Wrong angle, wrong shadows, wrong expression, and her nose, mouth and teeth could approach the ugly. But when her neck had just been gently kissed, she would ask for more in her arousal by smiling and turning her head to expose her neck to his mouth and becoming the most beautiful girl Noah had ever seen. He would kiss her like that just to experience her loveliness.

That night, it made him blurt out "I'm in love with you."

"No, you're not," she said, quietly.

"I was when I said it. Is it 'true' love, is it forever? How the fuck should I know. I said it when I felt it, and there have been other times I've felt it with you and said nothing."

"Does it work?" she replied with a cynicism she didn't want to have, "does it get you laid?"

"I've never told anyone I loved them but my mother and sister."

She gazed at him for a while. His face, his tone of voice, the invocation of the Sacred Jewish Mother Icon, and her ego made her believe him. "OK. But don't ever say that to me again unless we're in public, in broad daylight, and we've already been sleeping together."

"Screw you, Berry, I was in love with you in that moment, and I'm not taking it back."

"Apology accepted," she said, burrowing her head into his chest and holding on for dear life.

….

They lay side by side on their backs.

"Are we always alone when we're together like this? Sometimes I see Finn in your eyes."

"And sometimes I see Quinn in yours. But most of the time I can tell it's just us and I lose myself in you. But we're like vampires. Our feelings for each other don't survive in daylight. The almost-sex is fun, though."

"Fun? Just fun?"

"No, not just. I care for you. I think you are much, much better than you pretend to be. If I didn't feel that way, I wouldn't be so hot with you."

"How hot?" he said with a Cheshire cat grin.

"Remember that time I was lying face down and you were kissing and licking my back and neck, straddling me, and I was pushing my ass back at you? I had a teensy little orgasm. I hope you don't let it go to your heads, either of them."

"Wow. If it wasn't me that did that to you, I'd say you're almost as bad as Finn."

[Awkward silence]

"Sorry."

"You know, Noah, you nearly had an embarrassing moment yourself our first night."

"But I didn't. And no one had ever kissed me like that. I was taken by surprise."

"So was Finn. But I'll forgive you this one time, if you'll tell me what you think about when you go home after one of our sessions. Do you think about me? Do you think about doing naughty things to me?"

"Of course and of course. And I'll tell you details if you tell me a secret thought you have about me first."

"OK. Show me yours, I'll show you mine, eh? Well," now whispering in his ear, "sometimes, when you're lying on top of me and kissing my neck or behind my ear, I imagine we're both naked and you're inside me, deep and hard. I've nearly come a few times from that. Now your turn, Noah. Tell me the first thing you'd do if I'd let you."

Puck's chest was now rising and falling a much greater distance than before. Out of the corner of his eye, he saw that Rachel's mini skirt had ridden up, bottom of light blue lace bikini panties up.

Turning his head to whisper softly, oh so softly, and seductively in her ear, "I'd kiss the tops of your beautiful thighs where they almost come together. I'd spread them far apart and lick…"

[Very awkward silence, broken by…] Rachel, in her best Scarlett O'Hara, "Why ah do decleah, mercy me, Mr. Puckerman. How can ah evah thank you enough. A gentleman can pay a southe'n belle no greatah compliment than a payah of soiled breeches. Kleenex?"

It was the next day that she broke up with him. He wasn't that surprised, but it hurt anyway. It hurt like hell. And he never mentioned Finn's auditorium misadventure again to anyone.