Puck speaks the words into her ear, "So Berry, what's next on your agenda?" Rachel trembles and looks down at her desk. In this moment she feels completely out of control and that is not something she has ever been comfortable with. Her shoulders heave with the deep breath she exhales. Puck places a gentle hand on her shoulder and attempts to turn her face to him. She resists, so he softens his tone and questions, "C'mon Rach after all that you won't even look at me?" Rachel slowly turns around and opens her eyes. She is relieved to see that his boxers have been replaced. However, the evidence of his desire is readily apparent and his shirt has joined his jeans on the floor. She now has a direct eye view of Noah's beautifully sculpted chest. Rachel sputters incoherently and averts her eyes. Her emotions are all over the place. She feels guilt, arousal, desire, confusion, fear, and shame swirling inside her like the eye of the storm. She lightly shakes her head and keeps her eyes away from his while she attempts to gather her wits. "What am I doing?"

Puck lowers his head and places his fingers beneath her chin as he tilts her face up to meet his gaze. "Rachel, what was all this really about?" Rachel looks into his beautiful eyes and starts to feel herself get lost. His eyes are too beautiful, every time she receives the full weight of his attention, she feels a little hypnotized. She remembers thinking long ago that someone with eyes that pretty couldn't be so bad, and then of course he had to ruin it. Rachel shakes her head from his grasp and attempts to push him away; but Puck grabs both of her wrists in his hands. "Stop this Rachel, come on and talk to me."

Rachel looks wildly around the room, anywhere but at his face. "We just talked about this Noah, how could you forget? I needed to…"

P: You didn't need to do this Rachel. I told you I'm not on steroids and I know you never really believed I was." She frowns indignantly at this and opens her mouth to interrupt, but Puck plows right on through, "If you really thought I was using steroids you wouldn't have hesitated to snitch me out. And all those things you listed in the hall are real reasons why you know that I'd never be on Roids." "So there was no need for you to invite me to your bedroom when your parents aren't home and have me get half naked. And there definitely was no need to fondle my junk. But you wanted to, the question is … why?"

Rachel looks in his eyes, and then lowers her gaze to his hands clasped around her wrists. Loose strands of hair fall to cover her face and she speaks softly, "I'm not sure."

Puck scoffs in disbelief and releases her, "You sure about that, Rach?"

R: "Am I sure that I'm unsure, YES! I've never been so confused in my life. I don't know what I'm doing here, or what I'm feeling, or what I was thinking, or…" Rachel trails off miserably, she still has all these unresolved feelings for Finn and she really shouldn't be feeling nor doing anything with Noah. She knows this. After all, that was what got her into so much trouble in the first place. It's just that she really truly enjoys spending time with Noah. She always has fun with him, whether it's playing music, teasing or making out, she's never unhappy with him. Noah makes her feel alive. This is confusing, especially considering their history.

Puck narrows his eyes at her, "You're Rachel freakin Berry, and everything you do is for a reason; to get you closer to what you want. And you always know what you want. So what do you want from me." Puck knows that Rachel wants him. He's felt it every time they've kissed, every time she touched him, anywhere. Hell anytime they're alone he can feel this like invisible cord of desire pulling them together. But he wants her to admit it to both him and herself. He wants to hear her say it out loud; that she wants to be with him and that this- whatever it is between them doesn't have anything to do with Finn Hudson. As Rachel opens her mouth, Puck finds himself actually holding his breath waiting for her to speak. Rachel attempts to formulate a reply but the words won't come. Puck tries to wait for her to get it together, but he's never been a patient man. Puck brings his hand up to cup the sides of her face and brings his lips to her hers. Rachel gasps in surprise and Puck takes the opportunity to slide his tongue over hers. He kisses her slowly, deeply, and fully, so that Rachel feels it everywhere, from the top of her head to the tips of her toes as they curl in her shoes. Puck lets his hands drift down to her waist and inside her coat. He hoists her up onto the desk and parts her knees so that he is standing inside her thighs. Rachel can feel him hot and hard against her thigh and feels moisture pool in her center. Puck slowly breaks the kiss and rests his forehead against Rachel's. He returns to sip at her lips once, twice and then repeats the question, "What do you want from me?" Rachel opens her eyes and stares at him in awe. She can't believe he expects her to formulate a coherent, rational response after that kiss. Puck squeezes her thighs impatiently and pulls her hips closer to the edge, closer to him. "Come on, Babe, answer the question."

R: "Noah, I told you before, I'm not your babe."

P: "Yeah, well maybe you should be."

Rachel's eyes widen in shock and confusion, "Noah?"

Puck backs away from Rachel and crashes on her bed. He places one arm over his face. "Jesus, Rachel, What the fuck do you want from me?" Rachel looks over his prone form and tries not to laugh at the tent his erection makes of his boxer shorts. The air in the room has changed and she feels like she's on the precipice of some great discovery. She slides down from the desk and sits next to him on her bed. "Noah ?, Wh- what do you mean by that? What do you want from me?" Puck rolls his eyes and turns his head to face her.

P: "Berry, I'm hard as hell, and I'm lying on your bed in my boxers. I think it's pretty obvious."

R: "So this is just, it's just… Sex is all you want from me?" She asks in a small voice.

Puck sits up and faces her "No that's not all I want." R: "Oh"

Puck starts to become angry, "Oh, just oh!" R: Well you haven't exactly told me what you do want." Puck shakes his head, "Neither have you." Puck flops back onto the bed.

The silence stretches between them.

Rachel asks, "Noah, Do you know what you want from me?"

P: "Yes." She hesitates, "Please, will you tell me, what it is?"

Puck sighs wearily, "Everything. All of you, Rachel. I want you."

R: "In what way?"

Puck turns his head to face her and stares at her intently, "In every way; Rachel, I want us to be together." Rachel lips form a perfect circle as her eyes flare in surprise. She honestly never expected Noah Puckerman to ever say something like that to her.

Puck feels the energy drain from his erection with her lack of response. Now this shit is embarrassing. He sits up with his back to Rachel. He looks at her over his shoulder. Her eyes are on the cover as her fingers trace small patterns over the blanket.

P: "Don't look so fucking amazed!" "Don't you have anything to say?"

Rachel snaps her eyes up to meet his, "Well I am amazed." The color of his eyes seems to swirl with his anger. It amazes her how they can change. "I never thought that you would have feelings…"

At that half formed statement, Puck angrily stands from her bed and turns to face her. "Why the hell not? Huh! Because I'm just some asshole who doesn't have feelings? Huh? Because all you people think I can't care about anyone; or that I don't deserve to have someone care about me." Puck's chest heaves with emotion. He can't believe that he's admitted all this to Rachel Berry. This is not badass. ? Rachel Berry knows he can be hurt, and no one is supposed to see that. He feels a sick kind of fear at the thought that with this knowledge Berry has power over him. But then he remembers that she already has some strange power over him. Why the hell else would he in her bedroom again. He shakes his head at her and turns to pick up his clothing.

Rachel stands up as well, and places her tiny hand on his arm. "Noah wait!" You didn't let me finish. That's not what I think at all." Puck cools slightly and turns to face her. He nods for her to continue. Rachel looks in to his eyes hoping that he can read her sincerity, "I was going to say, that I never expected you to have feelings for me. I didn't think you really liked me at all."

Puck stares at her in disbelief. Rach, come on seriously. How could you not know that? Have you ever known any other girl that gets me to do half the crazy shit you get me to?"

Rachel smiles at that and shakes her head, "Well you've also said that immolation would be preferable to spending time with me." Puck blinks at her, "Immo- what?" "Light yourself on fire", she clarifies. Puck: "Yeah, well I also told all of Glee that I like you." "Kind of," She corrects, "and then there were the slushie facials." Puck instantly feels ashamed. He takes her hands in his, "Rachel I've said it before and I'll say it again, I am so sorry I ever did that to you. God knows if I could take it all back I would." Rachel arches her brow in question; playfully she asks, "Oh yeah, and what would you do instead?" Puck answers without hesitation, "Ask you to make out." She giggles sweetly and Puck cracks a smile. Rachel states, "I believe you, Noah, and I do forgive you. It's just one of my many issues."

Puck nods and returns to sit on the bed; still holding Rachel's hand, he pulls her down next to him. He tries to think of what more he can say or do to convince her to trust him, to be with him. He turns to look in her eyes and when he gives her a small smile Rachel leans in for a kiss. "You better mean it," he says with emphasis. Rachel's eyes search his with confusion, "What?"

Puck elaborates, "If you kiss me, you better mean it. It better be about me, for me, and not Hudson, or making him jealous, or some other bullshit." When Rachel looks into his eyes she sees the anger, hesitancy, and hurt that her previous actions have caused him. Suddenly she feels guilty, he was right, she hadn't considered his feelings because she hadn't expected him to have any. She had been thoughtless and inconsiderate. She bows her head and peeks at him from beneath her lashes. Softly, she says, "I'm sorry, Noah. You're right I wasn't thinking about you before. I'm sorry I tried to use you. But I promise you are the only thing on my mind right now." Puck searches her doe brown eyes and nods his head. "Good." Rachel smiles at him softly.

Puck traces her lips with his index finger. Softly their lips come together in sweet gentle kisses that deepen naturally. Rachel smiles into the kiss and feels the warmth of joy spread from her heart throughout. When she nips his bottom lip with her teeth, she hears his rough intake of breath and he groans her name. Puck pushes the lab coat down from her shoulders and off. He moves his hands to her hips and jerks her body closer to him. Rachel takes the invitation to drape one leg over his hips and straddle his waist. Puck moans into her mouth as her body makes contact with his erection through the thin barrier of his underwear. He feels the blood rush from his head and feet as she pushes him back onto the bed.

Rachel continues to kiss him from her perch atop his body. They've been in this position before, more than once, more than twice but something about this time feels completely new. Puck allows his hands to roam over Rachel's hair and down her back to cup the firm curve of her ass through the skirt. His hand skims down the skin of her legs and travels to the inside of her thigh. He gently pushes so that they are lying on their sides with her leg draped high over his hip. He pushes her skirt up and pulls her close so that her body his pressed firmly against him. Rachel moans as she breaks for hair. Their bodies are pressed firmly against one another but it still doesn't feel close enough. She sighs and kisses the tip of his nose, then each of his eyelids. Noah brushes a strand of hair from her eyes. He twirls her hair in between his thumb and index finger and takes a moment to bask in the beauty that is a joyous Rachel Berry. His chest swells with pride at the knowledge that he is the one that put that joy in her eyes. Noah glides his hand down her arm and interlocks their fingers. "So Rachel, what's it gonna be, Yes or No are you my girl?"

Rachel smiles widely at him. "Yes, Noah, definitely yes." She kisses him lightly and backs away. Noah chases her lips and deepens the kiss. They break separate with mutual sighs of contentment and she states, "I know what I want now."