A/N: Movie nights at home put a smile on my face. You know, just putting it out there.

I made a mistake that I never forgot,
Tied knots in the laces of my worried shoes,

Every step that I take is another mistake,
I march further and further away in my worried shoes

{Karen O and the Kids – Worried Shoes}

She comes home in the morning to find Noah sipping a cup of coffee. He doesn't look fazed. He doesn't look like he's been with a girl at all (but unless he's the sort of guy to take care of those things himself while pretending there was a female specimen in the room, there was certainly a girl with him last night). He waves to her and points to the bench, where a coffee is sitting for her.

"No thanks, I've already had one."

His head kind of snaps up, as if he hears a double meaning in it. "You were out pretty late," he mumbles, trying to sound indifferent. It doesn't work.

"I ran into an old friend," she shrugs, walking past him and dropping her bag on the kitchen counter. Things with Jesse hadn't been entirely easy, not as easy as this; as them; as Noah and Rachel. He had broken her heart when she was only sixteen. She had been young and fragile and of course, missing a mother and falling faster and faster with Jesse than she had with Finn. Things had been easier then. But he took her through Central Park and re-enacted Singing in the Rain with her, and things became more comfortable, and she wonders, only wonders, whether there is hope for St Berry yet.

(What? That's what Jacob Ben-Israel referred to them as.)

"Oh, cool," he mumbles. She fumes as soon as she turns away from him. She should just go on and yell at him now. But still . . . His business is his business. She shouldn't be getting mad at him.

(But she is.)

"Hey Rach?" he asks. She whirls defensively, an eyebrow raised and a strange iciness about her presence. "You'd tell me if you, like, were fucking other dudes, right? Cause I think you-"

"Think I should what, Noah?" she asks quietly. Not a shy quietly – the kind of quiet that tells him she is about to go ape shit. "Do you know what I think? I think that you should stop lying to me! I don't like double standards, okay? I just don't. So when I come home after a long night, I don't want to here you moaning her name. It's sick and wrong. I have to work with her, Noah!"

"So, you uh, know about Claire then."

"Know? From the noise you were making, I think all of New York knows!" she shrieks, stomping her foot on the ground in frustration. She rubs her temples. "Why? Why her? Why the one girl who I thought was so lovely in this crazy town? Why?"

"I don't know, Rach!" he throws back angrily. What the fuck is her problem? "Maybe I was thinking since Artie is practically eloped or whatever to the mother of my kid, and since you have your job and your friends and all I have is Rick and his lame ass, that just maybe it wouldn't suck so much if I finally got some play!"

"You're unbelievable!"

"What's even wrong with that? Tell me what I did wrong now, Rachel. 'Cause I'm always doing something wrong!"

"That's such a load of lies, Noah Puckerman. I have done nothing but stand by you while we've come here. I've helped with your child and I've believed in you. You were on a perfectly clean slate until now!"

"Why is this such a big fucking problem?"

"Because you're supposed to be my friend! And so is she! Now, I'm not the kind of person who has had a lot of friends-"

"Yeah, I noticed," he interrupts quietly. She looks like she is on the verge of murder, so he turns away and shuts up.

"- but I think there has to be some kind of rule against that. God, Noah, you'd think you'd learn from the first time. When it comes to sleeping with people and friends and whatever else, you just don't. Do you have any idea how much you hurt Finn?"

"Don't bring that into this. That's fucking guilt-tripping Rachel, you know it!"

"Do you have any idea how much you hurt me?" she whispers. "When I came home and found that two of my best friends – my only friends these days - were doing that behind my back in my home? And now things will be awkward. What if she wants a relationship, Noah? You can't just drop her, because she'll know through me. And don't think for a second I'll get caught up in your terrible, horrible mind games. I will not lie for you, or quit. You can face this mess on your own."

"It was one night, Rachel!"

"And I'm just one friend? She was just one girl? Grow up, Noah, or I don't want anything to do with you. I'm so sick of this! I really thought you'd moved on from that!"

"Rachel . . ."

"No."

"Please, Rachel," he begs, taking her wrist in his hands. "Just . . . Just tell me if you were with a guy last night. That's all. All I want to know. I told you, now tell me."

"I don't have to tell you anything," she hisses back, tugging her wrist away from his grip.

"Don't . . . Rach, don't fight with me now. Things were so good!"

"And who fucked that up?" she shrieks. The word burns like acid on her tongue, but it feels so good to go off at him like this. "Who screwed my best friend?" She doesn't feel like herself at all. When did the room start spinning? She was too tired for this.

"I'm you're best friend. I've known you longer."

"That doesn't make a claim over me, Noah. That makes me a girl you used to hurt in high school, and a girl you've hurt once again."

"I didn't- You can't- I-"

"Save it," she murmurs, pressing her fingers to his lips. "I need to be alone. Please leave me alone."

Her face is this hurt that he stays put where he is and watches her walk away, out into the hallway and towards her bedroom.

Well, shit. He was kind of hoping this wouldn't happen.

He gets her some lunch a few hours later. It's some fancy-ass scroll thing from down the road, with a cup of hot chocolate with marshmallows. He spends a good five minutes staring at her door, wondering whether it would be a good idea to go in. He knows it wouldn't. Rachel has always been defensive and stubborn, and he did sort of force her out of her own home last night. He tries to do the whole 'put yourself in other's shoes' thing, and if he came home to Rach screaming some random fuckers name? He'd lose his shit. He knows he would.

So he's not being fair, he knows.

But he's never been one to care about fairness and whatever is right in the world. He flings her door open, balancing the tray on his arm as he does so, and storms in. She's curled up into a ball, barely under the covers. He can tell she's been sleeping, though her eyes are wide open.

"What do you want?" she grumbles at him, rubbing her forehead.

"Sign of peace," he mutters, laying down the food. "Eat, before you starve yourself. I bet you haven't eaten since, like, lunchtime yesterday."

"How very considerate," she says robotically, staring at the mug. "The smell woke me up. It smells delicious."

"Eat, you scrawny little excuse of a chick. Seriously, San would have lunged for me if I'd even waved food in her face."

"Oh, so you used food to manipulate her anger too?" she asks, a little crease forming between her eyes as she frowns.

"You eat, I'll beg for forgiveness. How 'bout that?"

There was a pause while she nibbled on the end of the pastry. "You shouldn't have to apologise for your . . . For your needs, I suppose."

He puts his head in his hands and groans. "Seriously, Rach, what do you want from me? One minute you're pissed, then all okay with it."

"I'm not okay with it. I don't know what I am. I am – as you put it – pissed. But do I have reason to be?"

"'Course you do," he replies gruffly, because he hates these 'feelings' talks. Seriously. "Whatever. Let's forget this shit ever happened."

She hesitates for a second, watching him over the rim of her cup.

"Okay."

Jesse surprises her while she's studying one day. She decided to take a trip to the local library, as she was falling slightly behind, when a book falls at her feet.

She turns to her right, to see his funny little smirk from the other side of the shelf.

"Jesse!" she exclaims brightly. She has, after all the drama, missed him. Missed how right she felt with him, because he was so completely like her. Missed his own dramas, and hearing about his day, and sitting in her bedroom and just talking for a while.

And even though there's this nagging feeling deep in her chest, telling her she should still be mad after all he'd done, she pushes it away. She's never been one to hold grudges.

"Rachel," he replies, a small smile on his face, wrapping an arm around her shoulder. "We should talk. Last time was singing for hours on end."

She eases into the familiarity of this boy. Not that being with Puck wasn't easy, but it's the old memories of the easiness.

(She still remember regional's . . . Her heart broke that day, and Finn fixed it. Temporarily. Bohemian Rhapsody was good. He was good.)

She slides down into her seat, closing her books and facing him. "Talk about what?"

"About you," he says. His gaze is so intense she feels the need to look away, but Jesse always gave her a certain type of confidence. She doesn't turn away. Not this time. "Tell me, how's New York treating you?"

"Beautifully," she replies with a smile, and pushes the thoughts of the buy in the blue overalls out of her head. "I'm here with Noah Puckerman-"

Jesse chokes on the water he was sipping. "Noah Puckerman? Like the Puck guy? Like the guy with the Mohawk?"

Rachel raises an eyebrow before nodding. "Well, he doesn't have a Mohawk now, but I suppose you'd barely remember that." He doesn't miss the acid in the voice; the air of unforgiving coldness about her.

"Rach . . . Okay, you know I'm- Actually, you wouldn't know, because I never said it. But I'm sorry. So sorry. It took Vocal Adrenaline weeks- no, months – to get me back on my feet. To get me to stop loving you."

"You said you stopped. You made it clear," she replies, and she hates that there are tears in her eyes and that the emotions are so real when it happened so long ago. But she's never been great with letting go of grudges and forgiveness. (But Noah, Noah was always the exception to that rule. When he impregnated the person who had probably hated Rachel the most and gotten jealous over the other boy who hated Rachel the least, she had forgiven him. It didn't matter when. But she did. She had always been stubborn, but she just couldn't help it with him.) "You walked away with your head held high and your trophy in hand and I never saw you again – not until the next sectionals at least. But that was a vicious, cold-hearted day, and you know it, because-"

"We didn't cheat!" he says angrily. "I promise you Rachel, we didn't cheat. That was some pathetic rumour the Oral Intensity captain came up with so we'd be disqualified. They knew they couldn't win."

"No. But we knew we could."

"And you did," he sighs in defeat. "That's why I moved on from Carmel. We had been defeated. They were in the biggest funk I'd ever seen. Ever."

Rachel trails her fingers over her lips to see if she was smiling, because she didn't know how she should/could/was reacting to this. "Well, I hope that worked out for you. Moving on, I mean."

"It lead me to bigger, better things. It lead me to you, too," he says unabashedly. His gaze was intense, and it made Rachel's heart flutter. She squeezed her eyes shut, just to clear her head, before nodding. "Let's get a coffee, Jesse."

The grin on his face was almost as big as his show face.

(But it takes him by surprise how real this one is.)

She takes Noah shopping one day. It's not entirely bad. He trails behind her into Bergdorf's, where she tries on a number of dresses they both know she can't afford. He promises her that once she's famous, she can take him shopping every day and buy a new dress at every shop they go in. He pulls her out the door, almost-guilt weighing on his shoulders that she doesn't have the very best right now. She will someday, he knows it.

She sighs as they walk past Madison Avenue and Macy's and Tiffany's. She points out 'interesting' artworks in SoHo that he thinks are just plain strange. But she thinks they're absolutely lovely and almost tricks him into bidding in an auction. She's too cunning.

They walk into another designer store (he's losing track of names, brands, numbers ). She tries on some jeans and jackets and boots and of course she looks gorgeous in them all, she always does. But she tries on this amazing emerald dress that spreads out round her. She bites her lip.

"This is what I'm wearing when I win my Tony," she says confidently, eyes gleaming. He nods a little weakly, because seeing her in the dress is like seeing her with the award in hand, and he feels proud of (and attracted to) her right now.

"You're too sexy for your own good, you know," he tells her grumpily as she shuts the curtain and reluctantly peels the dress from her body. The blush spreads across her collar bone. She thinks that maybe she should tell him about her discreet meetings with Jesse St James, but decides now isn't the time.

(She wonders if there will ever be a time.)

"Oh shut up, Noah," she sighs. "I have to get to work. But I'll see you at home, okay?"

"Sure, whatever."

When he gets home, he picks up Rachel's laptop and researches the NYPD. Ever since he mentioned being a cop when they first got here, he keeps thinking about it. It would be pretty cool to have a gun, honestly, and chicks totally dig a guy in uniform. He thinks next time, any chicks he bangs, they have to be strangers. Total strangers.

There were a whole lot of courses and training he'd have to go through to become a cop. But he figured if Rachel was going to go after her dreams and stuff, he better do the same. He bookmarked the page, turned on his old X-box and started a new game of Call of Duty.

She calls half way through the afternoon, as soon as he's annihilated the ass that had been on his tail for a good ten minutes.

"What do you want?" he grumbles into his cell, not even checking the caller ID.

"Noah, that's a terrible way to pick up the phone! What if it had been the landlord or your boss or-"

"Rick? He wouldn't give a fuck how I answer my phone, Rach, they call me a dickhead every day. Not exactly polite. I guess you could call it a nickname," he says, juggling the remote and a can of coke while he reloads the ammo, drinks and talks to Rachel at the same time.

"Well it suits you just fine," she mutters under her breath. He rolls his eyes, putting the game on pause. "Are you quite done playing video games, Noah? Or should I just sit here and let you curse at me all afternoon?"

He cocks his head to the side, frowning at his controller. "How did you . . .? How did you know . . .?"

"You aren't exactly unpredictable. You're always eating, sleeping, working at the garage or playing video games. Don't you want to do something else? Something more?"

He wonders if she has, like, spies or security cameras in the room and she knows what he's doing right now. His eyes flicker to the sleeping computer screen suspiciously, where the details of the NYPD job application are otherwise still up. "Why do you say that?"

"Because you're a slob, and I'm trying my hardest here to get into this audition, and you're sitting around doing nothing!" she says, clearly frustrated.

"Audition?"

He can just imagine her next actions. First she'd sigh, rubbing the side of her head to try and calm herself. Then she would switch hands, taking the phone from the right and putting it in the left, while jutting her hip out and resting her spare hand on it. It was a fluid movement he knew well. When they had been going out back in her sophomore year, he liked to watch her. He didn't tell anyone, but sometimes he just did. Just because she made him laugh, definitely not because he thought she was cute or anything.

"Yes, Noah! I told you Luanna was in an off-off-Broadway production! That's why I was calling you – to tell you I won't be home until later. She got me an audition. You'll have to fend for yourself for a couple of hours, though I don't see how ordering Chinese and walking down the street is actually a challenge."

"It is when you've been playing video games all day and you can't be fucked to stand up."

"You're so lazy!" she groans. "You're going to get out of shape, Noah."

"I'm not," he promises, grasping a chair to hoist himself up. "Look, just go do your audition and stop harassing me. Good luck, baby."

"Goodbye, Noah."

He can hear the smile in her voice.

He scrolls through the job details again one last time, slightly more determined than he was before. Okay, so, he would probably have to be a lot fitter. Fitter than he was back in High School. He'd have to, like, run up six flights of stairs three times and run six hundred feet and use a gun and rescue a victim all in one go and hell if he could do that now.

He puts on a sweatshirt, sweatpants and trainers and runs several blocks to the next Chinese shop over (not the one down the street).

Jogging turns to running which turns to sprinting at full speed. Rachel singing her little heart out is a motive, he thinks. The ache in his chest is agony and he can feel his muscles pull and push uneasily as he strides. As soon as he reaches the little restaurant, he leans against the doorway and slides to the ground, panting. It hurt, but it felt good to be moving like he did. Football, however sucky they had been, had been a part of him for a while there.

A girl with brown curls smiles up from him. It takes a few minutes to actually register who it is; he thinks all the movement jostled his brain around to make him even stupider than he already is (only sometimes, but Rachel likes to point it out quite frequently). Claire takes his hand and helps him up, offering him an unopened bottle of water.

"Looks like you need it more than I do, buddy."

He wipes his brow, chugs down half the bottle and breathes a thankyou.

"No problem, sweetheart," she says coolly, shaking her head when he offers it back to he. "Like I said, I think you need it more. Is there a reason you jogged almost ten streets from where you're staying?"

Puck shakes his head silently. He hadn't even thought about how thirsty he'd get. Rachel's voice rings in his ears – 'It's so important to hydrate yourself, Noah'.

"Just- Trying- To keep- Fit," he shrugs.

"Keeping fit? Keeping fit is taking small steps at a time, you know, pushing yourself just that little bit more every day and eating right. Not pushing yourself off a cliff."

He frowns at her.

"Does Rachel know?"

"Know about what?" He's really hoping she doesn't mean that night, because he doesn't want to talk about it while things are on the verge of being good again.

"That you're attempting death by sweat," she says, with the tiniest smile, and he thinks that she's trying to forget about that night too. He doesn't mean to let her hear the sigh of relief he let's out, but she does. She ignores it.

"No, she doesn't know. There's nothing to know. What are you, good cop bad cop? Been watching to many crime shows?"

She rolls her eyes, grabs him by the front of the shirt and drags him inside. "Just get your damn Chinese. I'll drive you back."

"No. I'm running back."

"You'll get heatstroke!"

"Oh! Not heatstroke!" he gasps mockingly, slapping a hand over his mouth.

But she still drives him home. It was seriously hot out. He wasn't weak or anything.

They don't talk on the way home. He's grateful.

My shoes took me down a crooked path,
Away from all welcome mats,
My worried shoes,

I looked all around and saw the sun shining down,
Took off my worried shoes, my worried shoes

{Karen O and The Kids - Worried Shoes}