A/N: Okay, so first off, holy crap! To say that the response to this story is a bit overwhelming is a massive understatement. Thank you to everyone put me on a fav list and/or took the time to review. You guys are awesome. It really makes the time spent writing squeezed between work, school, and, you know, life, really worth while. So, again, THANK YOU!

Chapter 2

A real friend is one who walks in when the rest of the world walks out. -Anonymous

Friendship improves happiness, and abates misery, by doubling our joys, and dividing our grief. –Joseph Addison

Two days later Puck is walking around the lake at the park a half a mile from his house. It's eight o'clock in the morning and it's fucking freezing, but his mother was riding his ass about Quinn again. Like he doesn't know that he fucked up royally. He's so lost in thought that he doesn't see her until he quiet literally walks into her.

He looks down, he stumbled back a few steps, but he's bigger than her, so she's on her ass. "Hey, Berry, sorry, didn't see you." Looking down he realizes that her skirt has ridden up, like a lot, and that if he turns his head just enough he might be able to see under it.

"Clearly." She huffs. "Why are you looking…" she trails off, looks down at herself. Her voice rises a couple of octaves, "Are you looking up my skirt?"

He just leers at her as she scrambles to her feet, pulling the skirt down. "You're disgusting."

"What, I'm a dude, and I haven't had any action in months."

"Ugh, gross."

Snickering, he notices the iPod bud dangling from one ear and grabs the other, pulling it to his own. "What are you listening to?" He's willing to bet it's Streisand or Celine Dion.

He almost chokes when he hears the harsh guitars and lyrics. "Just fake it if you're out of direction, fake it if you don't belong here, fake it if you feel like infection. Whoa, you're such a fucking hypocrite."

He pulls the bud from his ear, "Seether? Really?"

She shrugs her right shoulder, "I like them, I don't just listen to Broadway soundtracks."

"I know that, I just thought the rest was shit like my mom likes." Rachel only lifts her eyebrows. "You know, Celine Dion, Barbara Streisand, old school Mariah Carrey. I mean that's the crap you always get picked to sing."

She snorts. She actually fucking snorts. He's not sure he's ever heard such an undignified noise from her. "I don't get picked to sing anything anymore." She replies bitterly. He frowns at the tone, that's something else he's never heard from her. She seems to remember herself and literally shakes it off. "I do know what you mean though. The genre does seem to be more my type. But, actually, I love all types of music."

Be blinks at her, she didn't even take a breath. "What are you doing here?" They ask at the same time as they start walking.

She gives him a half smile, "Go ahead."

"My mother was giving me hell about everything." She's still looking at him, not saying anything, "You know; Quinn, the baby, school, anything else she can think of. I just needed to get away, you know?"

"Mmmhmm."

"So, why are you out here, freezing your ass off?" He prompts. The fact that he has to wierds him out, more than a little.

"Just needed to get away, you know?" She repeats. When he raises a brow she continues, "My dads, they want me to be perfect, and I'm not. They're angry about my grades, about the fact that I never have friends over, that I'm not getting solos in glee anymore, that I'm not spending enough time practicing for dance. They're convinced that I'm not going to be getting into Julliard."

He just stops walking, taking in her rant, it's a bit more like the Rachel Berry he knows. "Can I take that one at a time?" He asks, grabbing her arm.

"What?"

"Why would your dads be pissed about your grades? Aren't you on the honor roll and in Honor Society and shit like that?"

"Yes, but my geometry grade is bringing down my average, and they're greatly disappointed in me."

It's completely fucked up, but she's serious, "What's your grade in geometry and why do you think that they're disappointed in you?"

"Eighty-two." He just smirks at that, almost all of his classes have an average below that, "And they told me."

He blinks, "Your parents told you they were disappointed in you because you have an eighty-two average in geometry?"

"Among other things."

"That's fucked up."

She huffs and stomps her foot in annoyance, "I know it doesn't seem like a big deal to you, but dad's a lawyer and daddy's a doctor, good grades are expected."

He can't help it, seeing her get so worked up, he laughs. "I don't even know why I'm talking to you." She turns on her heel and starts to walk away.

"Wait, shit." He says jogging to catch up with her. "I'm not laughing at you, well I am, but not at what you said." She doesn't stop so he grabs her elbow. "Chill the fuck out, Berry. You stomped." Rachel just stares at him like he has two heads. "When you got pissed, I wasn't expecting it. I've never really seen someone do that, only in, like, movies and shit."

"Your vocabulary is atrocious."

He grins; it doesn't occur to him until much later that it's the first time he's done so in months. "I know. I just, I mean I don't get it. If I had eighty-twos in my classes my mother would be doing handsprings around the house. But I do know what it's like to disappoint your parents. It sucks balls."

Rachel giggles; Puck doesn't think he's ever heard her giggle before. Apparently it's a big day of firsts for them. "Big ones." She agrees.

He stares at her; he feels like he's been doing that a lot lately too, "What have you done with Rachel Berry?" She tilts her head to the side, eyebrows furrowing in confusion, it's cute, he thinks. Shit! I did not just think that. "You just said that disappointing your parents sucks big balls."

"I certainly did not."

"I was there, Berry, you said it."

"I would never say something so crass, Noah." Rachel says with a laugh in her voice. "You likened disappointing ones parents to a sexual activity, using as vulgar language as possible, of course. I just added to the imagery, without saying anything crude myself."

"Whatever, I still maintain that you said it." He looks down at her as she rolls her eyes at him. "So, where's your car."

"I don't have one."

"How did you get here?"

"The same way plenty of other people who don't drive do." When Puck just stared blankly at her she went on, "I walked."

"From your house?"

"Where else would I have walked from?"

"It's gotta be, like, four miles from your house to here."

"So?"

"It's freezing out."

"It was thirty four degrees when I left the house." He gives a look that clearly says you're crazy. "Okay, yes, it's very cold, but technically not freezing."

He leads her to his truck, "Get in."

"You're truck doesn't have any heat, how is that going to help?"

"It'll be faster." She opens her mouth, but realizes she can't argue and closes it again.

Puck's thankful that his truck starts on the first try this time. He backs out, faster than he should, then floors it. Rachel doesn't so much as blink. "I'm starving."

He sees her face fall out of the corner of his eye, "I apologize, I kept you out longer than you normally would have been. You can drop me off here, if you want, it's really not that far, I'll be fine."

Her voice is kind of hollow; Puck's not sure what it means. "Don't be crazy…" he starts, he doesn't get the chance to finish.

"I'm not crazy!" She practically hissed in reply.

"I didn't mean, not literally." He answered as he pulled into a diner a few blocks from her house. He's about to ask what crawled up her ass when he sees her face. He's not used to curbing what he says, but he thinks this would be a good time to practice. "I wasn't trying to kick you out, come on, let's go have breakfast."

"I didn't bring any money with me." Rachel said glancing over to Puck. He's looking at her like she's about to explode. "Sorry, it's a sore subject." She sighs.

"Apparently." He looks at her face; she looks like she's going to cry again. He doesn't know if he can handle that. He's been having a surprisingly good time with her and he hasn't hung around anyone his own age since the whole baby scandal broke, it's nice. "So, lets go in, I'm freezing my nuts off." She half coughs, half chokes. "I'll get you this time, next time you get me."

"Um, yeah, okay." She says sliding out of the car. She's not sure what she's most surprised about; that he's willing to be seen with her in public, that he's going to pay for her food, like a date, or that he says there will be a next time, like it's not even a question.

"You coming any time soon?" He calls from the doorway. "I realize that your legs are short, but come the hell on."

She scowls up at him, walking through the door, "My legs are not sure, thank you very much."

She blushes as he looks her up and down, "You're right Berry, you might be a midget, but compared to the rest of you, your legs are about three miles long."

The hostess smiles at them, asks how many in their party, "Two." Puck replies.

"Right this way, kids."

"That's very politically incorrect of you." Rachel says, sliding into the booth. "They're called little people." She turns to the hostess, "Thank you." She says grabbing the menu. "And I am not a little person, in fact, I'm four inches taller than the maximum to be considered a little person."

He lets her response soak in for a moment, realizing that she's looked this up, before letting out a fully belly laugh, he doesn't even care when people turn to look at him. " What? Why are you laughing?"

"It's… it's just…" He can't really talk, he's trying to clam himself a bit, but it's a struggle. "Okay, lets try that again." She smiles at him. "You looked it up."

"So?"

"So?" He repeats incredulously. "So, at some point you thought you were a midget,"

"Little person."

He ignores her interruption, "and you looked it up."

She's about to deny it, but shrugs, "It was middle school. I've grown a couple of inches since then."

"How tall?"

"What?"

"How tall do you have to be to be a midget?"

"Little person. Four foot ten inches is the max."

"How tall were you when you looked it up?"

"It doesn't matter, what are you having for breakfast?"

He narrow his eyes at her, "That's a lame attempt to change the subject, Berry. How tall?"

"Can't you let it go?"

"Nope. Come on, how tall were you when you thought you were a midget?"

"Little person. Noah."

She practically whines his name and he decides on the spot that it's probably one of the best sounds he's ever heard. "Spill, Berry."

She lets out a breath of relief when the waitress comes over, "What are you kids having?"

"I'm having the short stack, with blueberries, two eggs over easy, a side of bacon, and white toast. And I'll have the large chocolate milk to drink." Rachel blinks at him. "What?"

"How…" she cut herself off, "You know what, never mind, the answer is probably going to annoy me. I'll have the egg white omelet with mushrooms, peppers and swiss. Do you have turkey sausage?"

"Yep." The waitress replied writing down the order.

"Okay, I'll have the turkey sausage and wheat toast."

"To drink?"

"Oh, um, the small orange juice."

" Tell me."

"Tell you what?"

"I'm going to keep harassing you until you spill."

"Fine." Rachel replied exasperatedly as the waitress sets down their drinks. "Four- nine."

Puck coughs, mouth full of chocolate milk. "Milk almost just shot out my nose, thanks, Berry." He says satisfaction oozing from his voice, "So you really were a midget when you looked it up."

She pouts at him. "Little person! And I was not, I was still growing. It was eighth grade, I was fourteen."

"You've grown five inches in the last two years?"

She shrugged in reply, "Growth spurt."

He leers in response, "I'll say." Her face turns pink and Puck decides he really enjoys making Rachel Berry blush.

She's about to respond when Kurt and Mercedes walk by, "I didn't know that Rachel had friends." Mercedes whispers, none to softly, to Kurt. He laughs nastily as they leave the diner.

Puck heard the exchange, but he's not sure if Rachel did. He glances at her; her lips are pressed tightly together. "Why don't you say something back to them?"

"I don't know what you're referring to."

"Berry." He says softly.

"Don't." She replies just as soft, "Please."

He's not sure who broke this girl or when, but it kills him, because he knows at one point he helped to do it.

"I'm sorry."

"For what?" She's genuinely confused.

"For everything."

"It's fine."

It's not fine, they both know it, but he lets it go as the waitress sets their food in front of them.

"That is really disgusting." Rachel manages staring at his food.

"It's delicious." He corrects her. "Here, come on, we'll switch."

She smacks his hand away, his jaw literally drops, "No, there's a reason I ordered what I did. Besides," she says, waving a hand absently, "if I ate all that I would probably vomit. Which isn't easy as I don't have a gag reflex."

He really starts choking this time. He'd taken a bite of his pancakes after she swatted his hand away; he was attempting to swallow as she mentioned her lack of gag reflex. "Holy shit."

Her eyes go wide as she realizes what she's just said, "Oh, god."

He just looks at her, face buried in her hands and shaking. Shaking? The hell? "Are you laughing?"

"I didn't m…mmm…. mean to say that." She laughs.

He raises both eyebrows this time, "I'm sure you didn't." He eyes her cautiously, "You're not gonna try to kill me again are you?"

"No, I promise." To prove it she takes a bite of her omelet. "See."

He takes a bite of his eggs after deeming it safe. He's chewing when he narrows his eyes at her. "Dude, how do you even know that?"

She doesn't answer, just turns red and kicks him under the table. He doesn't know what to make of the irrational anger that courses through him at the thought of her on her knees in front of some nameless guy.

She's fidgeting on the car ride back to her house. "What's up with you?"

"Hmm?" She replies distractedly.

"Look, I know we're not really friends, but what the hell's wrong with you?"

"I don't know what you're referring to."

"Come the hell on. You might as well be wearing a damn sign. You're all fidgety and crap."

"I'm not."

"Berry." He said pulling into her driveway.

"Noah."

"Why do you call me that?"

"It's you're name, isn't it."

"That's not…" Puck stopped, took a deep breath. "That was better. Though, still lame as I saw through your half assed attempt to change the subject again."

He watched as she squared her shoulders, bracing herself, he realized. "Why are you doing this?"

"Doing what?"

"This?" She replied, waving a hand between them.

"I could tell you what that looks like to me, but I don't think you'll like it." He smirked.

She stopped immediately. "Why are you being nice to me?"

He blinked, "You had a rough day Friday."

"So, pity then." She turned, opened the door. "Okay." Slid out.

"What? Shit, no." He pulled his keys out of the ignition and hopped out of the truck. "Berry, hold up." She turned, looking at him expectantly. "I don't pity you." She raised her eyebrows. "I don't. I mean you had a really shitty day the other day. But, you're easy to be around, you know, when you're not acting crazy," her eyes narrow, so he pushed ahead, "and…" He glanced around, didn't see anyone, but the two of them, "shit, if you tell anyone, I'll deny it. But you don't treat me like an asshole, like everyone else does. Everywhere I go people look at me like I just this guy who knocked up his former best friend's girlfriend. It's nice that you treat me, you know, normal, and not like a Lima Loser."

Rachel looked up at him with shiny eyes, "Okay."

"You're not gonna start crying are you?"

"Don't worry, I'll wait until to you leave."

"Fuck, I didn't mean to make you cry."

He looked so concerned that she smiled, "It's a good cry."

Puck narrowed his eyes, "Girls are weird. And why can't I be nice to you without any sort of ulterior motive?"

She shrugged, "No one ever has before."

Well, shit. What do you say to that? Puck thought. "Um, so, I'll see you at school tomorrow?"

Rachel blinked back the stinging in her eyes; she really didn't think Noah would appreciate her crying, "Yeah, I'll see you tomorrow."

"That is of course unless you want to come back to my house now and test out that non-existent gag reflex of yours."

She turned pink again, "I'm not going to live that down, am I?"

"Not a chance, in fact, I plan to bring it up as much as possible."

"That's what she said."

Puck let out a bark of laughter as Rachel's hand flew to her mouth. "You just made a sex joke."

"I did not." She relied immediately.

"There's no use denying it, it's burned into my brain."

She smiled at him for a second, "You're not going to tell anyone, are you?"

"What that you made a sex joke? I don't think anyone would believe it, you're secret's safe with me."

There was a rush of emotion over her face that was gone too quickly for Puck to place. "No, the…" Rachel glanced around, "the gag reflex thing."

"Not a fucking chance. That'll definitely stay between us." She looked relieved. "But, again, anytime you want to demonstrate, I'm here for you."

Rachel opened her mouth to reply, but her front door opened before she had the chance. "Rachel?"

"Dad." Rachel spun around.

"Where have you been?"

"I told you, I went to the diner with some friends."

Puck watched as her black father looked from him to her and back again. Fuck, dude's big. Was all Puck could think, quickly followed by, I've seen that look before, usually when some cougar's husband comes homes early. Crap, I hope he didn't hear me taking about her lack of gag reflex. He really hoped that her father wasn't going to murder him then hide the body. She'd said one of them was a lawyer; he'd probably get away with it.

"You're not usually gone so long. It's nearly noon, Daddy and I were getting worried."

Rachel glanced down at her watch, "I'm sorry, Noah and I went for a walk by the lake, we must have lost track of time."

Puck's a little lost, he knows that she's lied to her parents; he's just not sure what about, specifically. "Um, hi, Mr. Berry" Shit, I hope that's right. Are they both Mr. Berry? How does that work when it's two dudes? Oh, fuck me, mental image. "Um, yeah, it's my fault Rachel's so late today. I've been having a rough couple of weeks, I asked her to take a walk with me."

Puck watches Rachel's mouth drop open and her father's eyes narrow suspiciously. He's definitely going to cut up my body and bury it in the backyard. Puck fought the urge to gulp. Rachel's father is fucking scary.

"Rachel you haven't introduced me to your friend, it's rude."

"Sorry," she murmured, "Dad, this is Noah Puckerman, Noah, this is my dad, Richard Berry."

"Good to meet you, son, Rachel doesn't often have friends over."

He doesn't know exactly how to respond to that, but he can see the blush creeping up Rachel's face from where he's standing. "Um, you too. I've got to go, I have to help my mom with my kid sister. I'll see you tomorrow Be…" He stops; calling her Berry in front of her dad is probably not a good idea, "Rachel."

"Bye."

As he's climbing into his truck he hears her dad ask about their last math test. He starts the truck, yes! First time again, so he doesn't hear Rachel's answer. He rolls down the window so he can hear her father's answer; she had to be exaggerating earlier.

"Eighty-four, Rachel. How are you going to get into Julliard or NYU with grades like that?"

Puck rolls up the window and backs out of the driveway; he doesn't want to hear the rest of that. Seriously, fucked up. He thinks as he drives toward his house.