What can I say…I am so overwhelmed with the number of story alerts & reviews I've gotten. You guys are wonderful. I hope you all enjoy this chapter. Nothing has changed, I still don't own Glee or the characters. Boo!

Rachel grinned as she watched Mike and Brittany on the dance floor. The DJ was playing a fast, upbeat song and those two had decided to showcase their dancing abilities. Cheers and laughs were erupting from the Glee table. More than once Principal Figgins had given them a cautionary glance, but that hadn't quieted anyone down.

"You want to get some fresh air?" Sam asked, as Puck pumped his fist in the air, loudly cheering on Mike as he dropped low to the dance floor.

"Sure." Rachel said. Everyone got quiet as the pair weaved in and out of chairs, making their way towards the exit. A few whispers went around the table. Mercedes broke the silence by yelling Brittany's name, as everyone turned their attention back to the couple dancing.

Sam pushed the door opened and inhaled deeply, filling his lungs with the fresh air. He held the door as Rachel followed him out. Several people were congregated near the door, so Sam led them to the end of the sidewalk and sat down on the retaining wall. Rachel stood next to him and turned her head towards the sky.

"The stars are beautiful." Rachel commented.

Sam followed her gaze to the sky. "Yep, they sure are." He turned his attention back to Rachel, who was still scrutinizing the stars.

"You know, you don't have to act so uncomfortable around me." Sam said. Rachel finally turned her eyes from the sky and looked at him.

"I'm not uncomfortable around you." Rachel furrowed her brow.

"Well, it seems like you are."

"I, um…I just feel like I don't know you that well." she replied, blinking her eyes rapidly.

"This doesn't have anything to do with Finn, does it?" Sam asked. Rachel winced slightly with the mention of Finn's name. "I saw the way he was looking at you tonight."

Rachel blushed and began twisting a strand of her hair. A bad habit she had developed years ago. She averted her eyes towards the ground, afraid to make eye contact with him.

"Why exactly did you want to go to prom with me Rachel?" Sam brought his hand up to her chin and tilted it so that she had no choice but to look at him. "Was this to make Finn jealous?" Rachel's hand snapped up and grabbed Sam by the wrist.

"I am many things, Sam Evans, but I am not malicious." Rachel spat. She released her grasp on his wrist and stalked away. Sam jogged after her, tugging on her arm, causing her to spin around to face him. He pulled her close, a smile spreading over his face. Her eyes searched his face, not quite understanding what exactly was happening. He brushed his lips across hers, hesitating for just a second, waiting to see how she would respond. She stood frozen, tasting the punch he had drank earlier on his lips. His lips were warm and soft, she couldn't bring herself to pull away. Sam finally did, dropping both of his hands to his side.

"I know you're not." Sam smiled.

"I should be asking you why you said yes." Rachel countered. "No better offers?"

"That's not true. Santana did ask me to go, but I politely declined." he shrugged.

"We should really get back inside, everyone's going to wonder what happened to us." Rachel suggested, turning to walk away.

"Or make up terrible rumors about us." Sam laughed, grabbing her hand before she reached the door.

A slow song was playing as they re-entered the gymnasium. The dance floor was packed with couples slow dancing. Chaperones shuffled around the floor, randomly prying seductively dancing teens apart. Rachel and Sam reclaimed their seats at the empty Glee table. Sam scooted his chair next to Rachel's, giving them both the ability to view the entire dance floor. Mercedes held Kurt's hand, while he twirled around her, giggling wildly. Rachel was so glad to see Kurt having a good time, despite the fact that Blaine had been unable to attend. What a foolish rule to have, Kurt had told her, I see no reason a person from another school cannot come as a date. Rachel had whole heartily agreed.

Sam laughed and pointed at Puck, who had his head resting against Lauren's chest, as she swayed back and forth. Rachel smiled as she thought of how ridiculous he looked squished up against Lauren's breasts, despite the most absurd grin on his face. Next to Puck and Lauren, Quinn and Finn were dancing. Rachel's heart ached a little as she saw their bodies so close. Quinn's mouth was moving and Finn was staring at her intently. Rachel couldn't help but notice how beautiful Quinn's long yellow gown was. Her hair was curled perfectly, as if it were waiting for a crown to adorn it. She shook her head furiously and reminded herself that she was not jealous of Quinn.

"You're just a beautiful as she is." Sam reached over and gave her hand a squeeze, almost as if he were reassuring her of all her insecurities. She wasn't quite sure how he knew what she was thinking.

"Thanks, that means a lot to me." Rachel whispered, averting her eyes from Finn and Quinn on the dance floor. She looked at Sam, who had shifted his eyes towards the floor. He blinked several times and then looked up at her.

"I take that back." Sam began. Rachel's eyes widened in astonishment. "I think you are more beautiful than her. You're not manipulative and you don't use people."

"My dad's taught me to be honorable." Rachel blushed.

"That probably didn't come out right, but where I come from, that means a lot." Sam smiled.

Rachel tightened her grip on Sam's hand and for a moment forgot where she was. Reality soon came sweeping back in the form of one Noah Puckerman. He slid to a halt right in front of Sam and Rachel, waggling his eyebrows.

"You don't mind if I dance with Berry, do you Sammy?" Puck asked, though his request seemed more like a demand to Sam. Puck grabbed Rachel's hand and pulled her from her chair before she even had time to protest. A slow song had just begun to play as Puck led her to the dance floor.

"I thought I'd never get you alone." Puck exhaled loudly, putting his hands on Rachel's waist.

"Really Noah?" Rachel exclaimed. Instead of putting her arms around his neck, she simply held them at her sides, as Puck began to sway his hips to the music.

"Damn, does everyone just think I'm talking about sex all the time?" Puck sighed.

"Well, yeah." Rachel giggled, slipping her arms around his neck and following his lead.

"I just wanted to see how things with you and Evans were going." Puck raised an eyebrow at her.

"It's good…I mean we're good, um everything is good." Rachel stammered, feeling her face flush just a bit.

"Jesus Berry, I've never seen you stumble over your words." Puck laughed, as he eyed Sam from across the room. Sam was watching them dance, as he made small talk with Mike and Tina.

"I'm glad you're having a good time, you deserve it." Puck pulled her just a little closer and leaned his head against the side of hers as he spoke. She caught Sam's glance, as Puck whirled her around once more. A huge grin spread across Sam's face as he watched her giggle at whatever Puck was saying.

Wow, this was an important step for Sam & Rachel. Things are still awkward for them. Just as most of you are, I'm an anxious to see where this relationship goes too. Hard to explain, but the characters usually write their own stories sort of…sounds weird, I know. Please review!