Rachel opens her locker to grab her books for her next class and a large folded piece of paper falls out and lands on her shoe. As she bends to pick it up, she feels a strong hand on her lower back.

"Whoa, babe, you may not want to bend over like that in this skirt." Finn instructs. She silently berates herself for thinking (hoping) it would be Noah.

"Who's Ernie?" He asks as he points to the folded paper in her hand.

Me. "Oh, I don't really know, maybe someone stuck this in the wrong locker." She lies. She's getting better at this and kind of hates herself for it.

"I don't know any Ernie's." Finn states loudly enough for Noah to hear as he walks by and if she didn't know any better he would seem completely oblivious to Finn and herself, but she knows this is not the case. He's always aware of her, just as she is of him.

"Sunny day! Sweeping the clouds away! On my way to where the air is sweet!" Noah sings as he walks by. Finn gives him a 'what the hell?' look and Noah just shrugs as he continues down the hall towards his classroom.

"I don't know any Ernie's either." Rachel interrupts Finn's staring.

"Open it up." He tells her.

"Finn! It's none of our business!" He grabs the paper out of her hand and opens it.

"It's a tree house. It's pretty damn cool, too! Wow, Rach look at this." A tree house? Like, their make-believe tree house?

"I am." Rachel replied as she looked up and saw Noah watching her from right outside of his classroom. He smiles at her and her whole body flushes.

"Can I see that?"Rachel grabbed the paper from Finn. He kisses her on the cheek and tells her he'll see her at lunch. She barely registered the kiss, let alone whatever he said.

It was drawn with charcoal and it's the most amazing thing she's ever seen. In the drawing it was built into palm trees and whoever had done it had taken their time with every detail. It was perfect. She knew Noah couldn't draw, so she wondered where the drawing had come from. The initials 'AA' had been written in the bottom right-hand corner and she realized immediately that Artie had drawn it. Had Noah asked him to? Paid him to? Threatened him?

Her phone vibrated in her bag.

Noah: morning muffin lips, do you like it?

Ever since the night of the 'manhunt' Noah has been calling her ridiculous pet names such as twinkle toes, or strawberry nips or tulip tits, but his favorite seems to be muffin lips. So what if her boyfriend calls her 'babe' or 'sweetie' all the time? Except that she hates it and doesn't have the heart to tell Finn. So of course, Noah tortures her by taking it to a whole other level. As if calling her 'Ernie' wasn't bad enough.

Berry: it's the most amazing thing I have ever seen. I love it!!!

Berry: how did you get him to do it?

Noah: secret

Berry: can we go there?

She means the tree house, of course.

Noah: yes please.

He gets it.

Berry: Thank you, Noah

She contemplates sending Artie a message saying thank you, but then decides against it. She's in class now and can't stop staring at the drawing of her fantasy. A fantasy that only Noah knows about and now shares. Wait, does Artie know? Not that she cares, but Finn doesn't even know…

Berry: what does artie know?

Noah: I needed it for art class

Berry: oh. Makes sense. So, I shouldn't thank him

Noah: I hate math. Ditch?

Berry: No! You shouldn't either.

She doesn't receive a reply. She wasn't really expecting to, he never listens to her so she assumes he's either asleep in the nurses office or on his way to the 7-11 for an early lunch. As she's finally starting to come back down to earth and focus on her notes Noah appears in the doorway of her classroom.

"Mr. Puckerman, what can I do for you?" Her teacher asks. Rachel is staring at him, but then again so is everyone else in the classroom. Where does he get the balls?

"Mr. Schuester needs to see Rachel; I have a note from him." She likes the way he says 'Rachel.'

"Well, does Mr. Schuester know that I'm trying to teach a class?"

Noah doesn't even flinch, "he says he apologizes profusely, but it's pretty urgent."

Rachel speaks up, "Do I get a say in this?"

"Rachel just go, you've already disrupted my class enough for today." What did I do?!

They decide to go to his truck instead of the bleachers because it's raining. He drives them off campus. He comes to a red light and she leans over and kisses his cheek.

"What was that for, Berry?"

"You know what that was for!"

"He did an awesome job, didn't he? Kid's got crazy talent."

"I want to get it framed."

"Shit Berry, it's just a drawing."

"Can we go somewhere? My house maybe?"

"What? You don't want to go back? I really am a bad influence."

"No you are not! We'll go back in time for glee; I just really cannot focus today. We can watch a movie." She doesn't normally ditch class, let alone an entire day of school if she isn't sick. "My dads get home kind of late, so we don't have to worry about them and all of my neighbors work."

He thinks she seems nervous?

"That's' cool, but I'm not watching anything gay."

"You can pick the movie."

Now he knows something is up.

"Finn is gonna wonder where you are. When he realizes we're both gone at lunch, he's gonna call you."

"You're right. Maybe we shouldn't."

"No, I think we should, we just need alibis." She smiles at him and tells him he's right.

They're in her basement on the huge sectional couch with Transformers in the DVD player and a bowl of popcorn on the floor. They don't watch much of the movie. He's on top of her, her shirt is on the floor, her skirt is around her waist and he has two fingers buried deep inside of her.

"You feel so good." He says against her lips. She reaches down and tries to unbuckle his belt. He takes her hands off of him and does it himself.

"I'm a virgin." She spits out. And he stops taking his pants off.

"You lied to me?" He sounds hurt and a little pissed. Noah is a little scary when he's pissed. Even scarier when he's hurt.

"No. You just assumed. I didn't correct you." He just stares at her and doesn't say anything. "Finn and I haven't really done too much."

"Define 'too much.'"

"Well he's never done what you just did."

He runs his hand over his mohawk and down his face. "That's why you came so quickly when I fingered you just then?"

She slaps her hand to her forehead and mutters, 'you are so crass' and then looks at him, "yes and it kind of hurt."

"Why wouldn't you tell me?! I would have stopped!"

"That's why I didn't tell you!" He considers this and smirks. "I'm really sorry."

"It's okay. We just can't do that again."

"What why?!" He is clearly amused by her outrage. "What? I enjoyed it okay? Sue me!"

He leans in and kisses her softly and tells her he enjoyed it too.

"I thought you said we couldn't do this anymore."

"I meant we can't…go further than you and Finn."

"I don't get it."

"I'm not going to do anything that he hasn't done."

"That is completely ridiculous!"

"It's really not. "

"You WANT him to be my first for everything?! Not you?"

"Pretty much."

"Again, why?"

"I have my reasons. Just trust me, Berry."

"Maybe I would have an easier time with that if you would explain your completely asinine reasoning!"

He hesitates and then looks at her again and she's trying to put her shirt on. "That's just not necessary." She glares at him and he smiles at her, when she doesn't smile back he relents. "Listen, I just think that it would seem a little obvious if you weren't nervous when you guys…do stuff"

"That's it? I'm a fantastic actress."

"That and you can get the awkward, first times out of the way with him, which trust me you won't enjoy, and you won't have to be nervous with me." There's the signature smirk.

"Why do you think I won't enjoy it?"

"It's Finn."

"You seem very sure of yourself Mr. Puckerman." She straddles his lap and kisses him. "What makes you think Finn isn't as talented as you are in this area?"

"He's not." He grabs her hips and thrusts his own up into hers and she gasps. She reaches down between them and slides her hand into his jeans over his underwear. He throws his head back and moans. He's so hard and he's really hoping that she has at least jerked Finn off or he's going to have to go home and take care of himself. What he isn't prepared for is Rachel getting on her knees in front of him.

"What are you doing?"

"What do you think?"

"I think I'm about to get a blow job."

"…and people say you are addle-minded…"

"Who says that?!" She raises her eyebrow as if to say, 'really? now?'

"Wait, you've sucked his dick, but he hasn't even fingered you? Please, please God, say he's gone down?"

She shakes her head no and then licks the length of him ending with the tip before closing her mouth over his head. He throws his head back again and sucks in a breath of air through his teeth. He puts his hands in her hair and it takes everything in him not to pull her head towards him and he ends up massaging her head a little.

She has him all the way down her throat and is doing this amazing swallowing thing. She starts playing with his 'boys' a little and sucks a little harder and faster, up and down the length of him.

"Christ Berry…I'm gonna…ungg-" He tries to pull away from her but she grabs him and moves even faster and sucks even harder. Her eyes are tearing and her nose is starting to run it's a beautiful thing, when he comes in her mouth.

When he finally regains his composure he looks completely sated when he says, "That was the best blow job I've ever had. You swallowed! And you weren't lying about that gag reflex."

"I don't do anything half-assed."

"I love it when you curse."

Glee practice is going to be interesting…