Disclaimer: I own nothing but the plot. I also don't own Sex and the City 2, Prince of Persia: Sands of Time, or Jaws. Nor do I own 'Taking Chances', 'One of the Boys', or 'Monsters'.

A/N: I'd like to thank everyone who's reading and enjoying this story. I'd also like to once again thank all of my reviewers for their kind words. I'm just so completely overwhelmed by the response this story has received (over 1800 hits, 19 favorites, and 38 (!!) reviews). Thanks so much guys! Now, onto the story note. So, this chapter took a sharp left turn at the end. Due to that, I had to split the day into two chapters. I initially intended all of Wednesday to be covered in this chapter, but instead I had to split it up because the boys, Britt, and Rachel tend to take on a life of their own once put together as they proved last chapter. As it is, this chapter stands at about 3900 words, and by the time I added in the rest of Wednesday, the chapter would have been well over 7000 words. Plus I just couldn't resist this stopping point or the way it means I can start the next chapter. Also, I got the movie choices from the currently scheduled May 28th releases. Sorry for the super long A/N. As always, read and review. Thanks!

Rachel was highly frustrated. Wednesday morning she woke up when her alarm went off at seven. Since it was officially summer, in school if not in calendar, she could now allow herself to sleep in that extra hour every morning. The first thing she saw upon waking was the stuffed tiger on her nightstand. It instantly brought a smile to her face. Last night had been wonderful. It felt like she had friends. Remembering her plans to go to the movies later with Brittany, she wondered if maybe she really did have at least one new friend.

Memories of the previous night also stirred some very confusing feelings, especially when she thought about Noah, bringing her to her highly frustrated state. What was going on with him? Brittany clearly believed he liked her, but Rachel wasn't so sure about that. Sure, he had said some very sexual things to her last night (her face was still red from some of them), but wasn't that just Puck being, well, Puck? He made dirty comments to all the girls. She was pretty sure she'd even seen him hitting on the 55 year-old lunch lady last week. Still, he did give her the tiger she'd failed to win when he could have just rubbed it in her face and taken the stuffed animal home to his sister. And the way he'd looked at her in the food court before she'd been drawn into the great cookie debate was perhaps the tenderest expression she'd ever seen on his face. Between that and the tiger, she could almost believe that he truly liked her, maybe even saw her as more than just a sexual conquest. But there was still the fact that he had 'convinced' a cougar to lend him her pool for her swimming lessons. Rachel may have only barely lost her virginity (literally two seconds of sex!), but she wasn't completely naive. Everyone knew about Puck's cougars, so she knew there were sexual favors involved in getting the pool. It was enough to turn her stomach, and she really didn't want to think about why she had that reaction to the thought. But he was actually kind of sweet last night and...

Letting out a strangled cry, she threw back her covers and got out of bed. This was getting her nowhere!

One hour later she climbed off her elliptical feeling much better about everything. Exercise always cleared her mind. Logically she knew it was the release of endorphins, but like in singing, the logic wasn't important. The feeling was.

After her customary post workout shower, she stood wrapped in a fluffy yellow towel in front of her closet trying to decide what to wear. She was proud of herself. She hadn't thought about Noah since she began exercising (if he popped into herhead once or twice in the shower, she'd never admit it), and she wouldn't have to think about him again until he stopped by to pick her up at three and damn it! She was thinking about him again! Just as she was beginning to despair that he had somehow hijacked her brain (because really that was the only logical explanation for why she couldn't get him out of her head), the chorus of 'Taking Chances' rang out. Abandoning her closet, since she was making zero progress on picking an outfit, she crossed to her nightstand and checked her caller ID. It was Brittany.

"Hello!" she answered the phone cheerily.

"Rachel? Is that you?" came the uncertain voice on the other end of the line.

Rachel snickered. That was Brittany's greeting last night too.

"Yeah, it's me Britt."

"Great!" Brittany's voice perked up. "Are you still coming to the movies tonight?"

Rachel felt a pulse of self-doubt. Was that Brittany's subtle way of hinting that she didn't want her to come anymore? Before she could ruin things and say no in self-defense, she asked herself one question. Since when has Brittany ever been subtle? The answer: Never. At least not that she'd seen (last night's baiting Puck at dinner definitely wasn't subtle).

"I planned on it. Why? Has something come up?" She decided to tiptoe around her insecurities.

"Kind of," Brittany hesitated.

Well, it's not like we were really friends, right? One fun night out doesn't automatically make you friends.

"So what do you think?" Brittany's voice came over the line.

Rachel blushed when she realized Brittany wanted her opinion on something and she hadn't heard a word she'd said.

"Sorry, Britt. I was distracted," Rachel apologized, her embarrassment clear to Brittany even though they couldn't see each other.

"Well, stop thinking about Puck..."

"Believe me, I'm trying to," Rachel muttered under her breath.

"...and listen...wait, what?" Brittany cut herself off as Rachel's words sank in.

"Nothing."

"You're thinking about Puck?"

Rachel was silent. She didn't want to lie to her new friend.

"You're thinking about Puck!" Brittany shouted excitedly, causing Rachel to hold her phone away from her ear. She could practically see Brittany jumping up and down. "I knew it, I knew it! You two are so going to date!"

After all the random shrieking on the other end stopped, Rachel put her phone back to her ear. If she wanted to avoid the third degree, she needed to divert Brittany's attention.

"So, what was the change of plans for the movies tonight, Britt?" she asked, fingers crossed that Brittany would take the bait.

"Oh! Mike and Matt want to come too. I know it was supposed to be just us, and with the guys coming we can't see Sex and the City 2 like we planned (their local theater never checked ID), but it should still be fun. So what do you think?" she finished all in one breath.

Thank Moses you're easily distracted is what Rachel thought, but what she said was, "I'd be thrilled for them to come with us."

"Yay!" Rachel heard Brittany clap her hands. How did she do that without dropping her phone? "I have to go so I can tell them. They want to see Prince of Persia. Is that okay?"

"It sounds fine Brittany," Rachel replied honestly. "When should I meet you guys at the theater?"

"Mike said if we went to the 7:00 showing we could grab something to eat after. Do you want to?"

"Yes. I'll meet you at the theater a little before seven."

"Okay. Bye Rach!" Brittany chirped sunnily.

"Bye Britt."

"Have fun thinking about Puck!" Brittany said, giggling.

By the time Rachel had registered those parting words, Brittany had already hung up.

ooooo

By 11:00, Rachel had experienced a rather productive morning. She had finally settled on an outfit (black yoga pants and sky blue tank top), eaten breakfast (protein shake and strawberry cereal bar-yes, she had a love for all things strawberry, not just Fig Newtons), and recorded a new MySpace video ('One of the Boys' by Katy Perry-what? It seemed appropriate after last night's outing with Brittany and the guys). She had received a voicemail from Mr. Schuester stating that they were all going to stick together at the park in order to ensure interaction. She was happy about that because it meant that at least he had followed through on one thing from the previous day's discussion. That small success energized her, so she had organized her clothing by color in both her closet and her dresser drawers. Her DVDs were all alphabetized by lead actor and her books by author. Okay, so maybe the DVDs were going overboard but when she was busy she didn't think. Especially not about sexy badasses with mesmerizing hazel eyes and the morals of a manwhore (okay, so maybe hiding the tiger under her pillow where she couldn't see it helped too). She was just considering attacking her fathers' closet while they were at work when the doorbell rang. Frowning in confusion, because it was too early for Noah and she was meeting Britt and the boys later tonight, she left her fathers' bedroom, skipped down the stairs (she was in a really good mood for some reason), and flung open the door (so she probably should have checked who it was first, but whatever).

"I've come to inspect your swimsuit selection."

Yeah, definitely should've checked who was on the other side of the door before I answered it, Rachel thought as she took in the sight of Kurt standing on her front porch, impeccably dressed as always.

"I'm sorry?" She was so surprised by his presence she'd completely missed what he'd said.

He gave an annoyed huff. "I was elected by the rest of the glee club to ensure that you're unique," he paused, mouth twisting in distaste, "style doesn't extend to your swimwear and cause the rest of us extreme embarrassment on Saturday since Mr. Schue insists we be seen with you."

Kurt pushed his way past Rachel into the house. "Please follow me to your cotton candy room so we can get this over with." Ignoring Rachel's stammered "But..." Kurt climbed the stairs to the second floor.

Once Rachel finally recovered from her shock (she was pretty sure she'd just been insulted not just by Kurt but by the entire glee club), she followed Kurt up to her room to find him already combing through one of her newly organized dresser drawers.

"I just reorganized that!" she exclaimed, outraged.

Kurt looked up. "Really? I couldn't tell," he replied dryly.

Rachel crossed the room and slammed her underwear drawer shut before placing herself between Kurt and her dresser. She couldn't believe his nerve. This was definitely an invasion of privacy!

"I bought a brand new suit yesterday. I do not need your help," she stated through gritted teeth.

"Oh, sweetheart," Kurt said, a pitying expression on his face, "if you chose it, I'm sure you do need my help. I can't imagine the atrociousness of a toddler/grandma swimsuit."

Okay, so Rachel disliked when he called her sweetheart (that's supposed by a term of endearment, not an insult sugar-coating), but she really hated it when he looked at her like he felt sorry for her. She didn't understand why she wasn't allowed to just be herself. Kurt never harassed anyone else about their wardrobes, not Tina with her Goth or the guys with their ripped jeans, just her. And wasn't it more important for her to be true to her personal style, no matter what others thought? Still, she knew how he worked. It'd be easier to just humor him and ignore his comments and hopefully he'd leave soon. But she had to give resistance one last try.

"I had help shopping for it," she declared, praying he would accept that and leave her alone.

"You clearly inherited your taste from your fathers, so their help doesn't count. Now show me the suit already," the elegant boy demanded, tapping a foot impatiently and holding out a manicured hand.

Ignoring the shot of pain that it didn't even occur to him she might have a friend who helped, Rachel considered telling him Brittany had assisted her because she was sure he would approve of the Cheerio's fashion sense (and she was fairly certain Britt hadn't helped set him on her). However, she didn't think he'd believe her. After all, Mike, Matt, and Noah had a hard enough time believing it at first and they saw the two girls together with their own eyes. Plus, a tiny part of her still wasn't sure if Brittany would want Kurt knowing about their friendship, especially since Kurt knowing meant all of glee would know too. So instead she turned around, pulled open her dresser drawer, and removed the green one piece she'd bought (she still wasn't sure about the bikini). When she turned back around to face Kurt, he snatched it out of her hand. After he inspected it from all angles, he announced his verdict.

"Well the high neck would normally detract from the suit, but given your figure," he sneered pointedly at her breasts, "perhaps it's best. The fact that it's backless is an advantage as is the high cut on the legs. However, this color..." he wrinkled his nose in distaste, "you'll look like a stalk of asparagus. Overall, it's not as horrible as I expected. You shouldn't be an embarrassment to the group, only to yourself in this color," he declared pompously before handing the suit back to Rachel.

Face red with mortification, Rachel spun back around and stuffed the suit back into her drawer with a shaky hand. She couldn't even comprehend the number of insults he had just thrown at her without a second's hesitation. She really just wanted him to leave now, but ever the consummate hostess, she had to ask.

"Do you need anything else?"

Kurt sniffed. "Only to go shopping and assure myself that my superb style remains intact. I can actually feel my good taste evaporating the longer I remain in this horrid room, so I'll take my leave now."

With that, Kurt spun on one highly polished heel and strode out of her bedroom door. Rachel leaned against her dresser, controlling her breathing and trying to stop her body from shaking. He was jealous of her talent and that's why he was always so vicious to her. It was pettiness, nothing more. She heard the front door slam as he exited the house. Rachel crossed the room, sunk down on her bed, pulled the tiger from under her pillow, and cradled it to her chest. She would not cry, she would not cry.

Turns out? Just because you say you won't cry, it doesn't mean you won't.

ooooo

After allowing herself precisely thirty minutes to cry and wallow in her self-pity, Rachel stuffed her tiger back under her pillow and got up. She grabbed a quick lunch of leftover chicken and posted a second MySpace video ('Monsters' by the Hurricane Bells). She even rearranged her fathers' closet by color just as she'd done hers (after reorganizing her underwear drawer), but she wasn't able to regain her prior good mood. Kurt had destroyed it as thoroughly as he had destroyed her dresser drawer. At a quarter to three she changed into her one piece before slipping her yoga pants and tank top back over the top of it (no way was she wearing that bikini-apparently she didn't have the top to fill it). She smoothed on sunscreen (a sunburn was no one's friend), grabbed her teal flip-flops, and headed downstairs to get a bottle of water from the fridge to take with her.

When 3:10 came and went and Puck still hadn't arrived, Rachel began to wonder if he'd stood her up. She thought about calling him, but she had promised just last night that the numbers Mr. Schuester gave her were for emergency use only. While learning to swim before Saturday was an emergency to her, she somehow didn't think he'd feel the same. Just as she was running through plans to teach herself, a horn honked outside.

Rolling her eyes, because it would be just like Puck to expect her to come running just because he honked, Rachel got up from the couch and grabbed her purse and keys. After making sure the front door was locked, she cut across the lawn to the street and, with some effort, hopped up into the passenger side of his truck.

"You gonna make it there midget?" Puck asked, watching her struggles in amusement.

Finally succeeding and pulling the door shut, Rachel clicked her seat belt.

"Obviously," she replied primly, folding her hands in her lap.

Puck chuckled at her attitude as he pulled away from the curb.

The drive across town was silent except for the radio. She had expected his taste in music to be awful, so she was pleasantly surprised to find out that his radio was set to the same indie rock station she usually listened to. She chose to focus on the music because being enclosed in Noah's truck with him only reminded her of how very confused she was. They weren't even touching, but she was incredibly aware of his every move and electricity skittered up and down her skin at his nearness. At this rate, she was quite sure she was either going to jump him before they reached their destination or lash out at him to keep exactly that from happening. When he brushed against her adjusting the air conditioning, she began to wonder if she should think of the mailman. That trick usually seemed to work for Finn, and while her situation wasn't exactly the same thing since she was a girl, surely it couldn't hurt to try. It might keep her from doing something stupid. Unfortunately, she didn't know what thinking of the mailman really entailed, so she wound up picturing Noah in a mailman uniform. It had the desired effect because turns out? He really doesn't rock the mailman look. She started snickering at the mental picture as she stared out the window.

"What's up with you Berry?" Puck asked curiously, glancing over at her.

She turned away from the scenery to look at him. "What do you mean?"

"When I picked you up you looked like someone had kicked your puppy, but now you're laughing? What's up with the fuckin' mood swings?" He refocused on the road.

She shook her head. "It's nothing, just nervous about my lesson, I guess."

The look he gave her said he didn't believe her, but he let the subject drop.

Ten minutes later they pulled up to a farmhouse a couple of miles out of town. Once Puck brought the truck to a stop, they both jumped down from their respective sides (the trip down was much easier than the trip up for Rachel). She followed Puck across the yard and around the house, where an above ground pool sat, surrounded by a beautiful redwood deck. After they climbed onto the deck, Rachel gazed down into the clear blue water. A thought struck her.

"I forgot to bring a towel! Maybe we should try again tomorrow; I don't want to ruin your upholstery by soaking it," she explained, slowly backing away from the water's edge.

"Don't worry about that. I always keep a couple of towels in the truck for work. We can dry off later," he reassured her.

"Okay, umm...." she searched frantically for something else. "I don't want to use your work towels in case you need them later for...you know...work." She continued her journey away from the water. "We can make another attempt tomorrow."

She got as far as the stairs before his hand landed on her upper arm. Just like in the school parking lot the day before, the sudden heat the contact generated shocked her to a standstill even in her panic.

"Berry," he said in a soft voice.

She stood stone still, willing him to just let her go back to the truck.

"Berry," he tried again. When she still didn't so much as flinch, worry flashed across his face. "Rachel?"

That burst through her terror. He never called her by her first name. She turned her large brown eyes up to his; she was surprised at the concern she saw there.

Seeing that he had her attention, Puck asked two questions she really didn't want to answer. "This isn't just about a lack of time for swim lessons when you were a child, is it? You're actually scared of the water, aren't you?"

Blinking back tears of shame, Rachel buried her face in her hands (never let them see you cry-she was already breaking her 'never let them see your fear' rule), and nodded.

"You need to talk to me here Rachel. I can't help if I don't fuckin' understand," Puck insisted.

Surprisingly, it was the profanity that calmed her down so that she could tell her story. It was just so very Noah and that was as comforting as it was annoying because it was comforting.

Taking a seat on one of the white lounge chairs, she explained why she couldn't swim. Puck sat down in the chair next to hers and listened intently.

"When I was five, my dads watched Jaws. I was supposed to be in bed, but I'd had a nightmare so I went downstairs to get Daddy since he always comforted me when I had bad dreams. I arrived in the room just as the shark was attacking someone and the water turned red," she shuddered at the memory. "I started screaming and Dad scooped me up and rushed me out of the room, but the damage was already done. It took them two days to convince me that a shark wasn't going to attack me in the shower, and two years before I started taking baths again. I've been able to go into pools since I was thirteen, and though I'm always a little nervous at first, I do fine once I'm actually in the water, but I will definitely never go into the ocean. I've never told Dad and Daddy that I'm still a little scared of the water because they'd probably make me go to a psychiatrist. While psychiatrists are certainly useful for people with severe psychological issues, I don't believe I would be well served by one since my fear is so minor."

She searched his face for any signs of mockery. She was only slightly stunned when she didn't see any, so she continued.

"Don't think I'm dense or something. Logically I know that there aren't any sharks in the pool, but that doesn't seem to matter at first. I need to face my fear of actually getting into the pool, and I think learning how to swim will accomplish that," she finished her story confidently, all traces of her tears gone.

"Then that's what we're gonna do," Puck decided, standing up and moving in front of her. "By the time I'm done with you, you'll swim like a fuckin' mermaid."

He held out his hand to Rachel, and she knew he was offering her a choice. Either she chickened out and went home, or she put her trust in the boy in front of her, conquered her fear, and learned to swim.

Of course, she took his hand.