Rated M for a reason folks. This will get smutty later with possible light slash, but it just had to be written

Pairing: Puck & Rachel and Finn & Quinn

Disclaimer: I own nothing Glee related. Except my very dirty thoughts about Mark Salling

A/N I have never written smut before, although I have read plenty, so if it is not too horrible let me know. I am unsure of the ratings limits, so if I get out of bounds, someone tell me. Reviews are the best part of my day.

Ch 3: You're Goin' Down, Baby

When Finn came back from the bathroom he discovered Quinn and Rachel kneeling in the center of the bed facing each other. Puck sat on the edge of the bed behind Rachel with one foot on the floor. He still had his jeans on but they were open and his shirt was off. Finn was starting to feel weird. Had he really just come in his girlfriend's hands with Rachel helping? That was some serious porn material. He had been avoiding Puck's gaze but as the other boy moved up on the bed, Finn looked up and caught Puck's eyes. Puck gave him a look that clearly said;

"This is freakin' fantastic."

Finn had to agree, this was pretty freakin' fantastic. He moved up behind Quinn and Puck mirrored his position behind Rachel.

Rachel felt Puck move up behind her. She could feel the heat radiating off his body, but she couldn't take her eyes away from Quinn. Quinn was so beautiful. Quinn gave Rachel a little smile, as if she knew what the other girl was thinking. Quinn reached out and cupped Rachel's cheek, rubbing her thumb over her lower lip. Rachel's eyes closed at the contact and she breathed out a little moan. Quinn leaned closer and began to stroke Rachel's face and down her neck. Puck watched Quinn's exploration from over Rachel's shoulder. Like every guy, he had fantasized about two hot chicks in bed but this was so much more intense than he had imagined. As Quinn trailed her fingers over the white lace covered breasts in front of her, Rachel let out a little squeak that Puck recognized. He reached over and unhooked Rachel's bra, exposing her to the other girls gaze. Rachel swayed slightly when Puck pulled her bra off and Quinn touched one stiffening peak. Puck wrapped his arms around her waist to keep her upright. The feel of Quinn's hand cupping her breast shot an electric bolt from the point of contact to pool between her legs. She wanted to keep her eyes open, she wanted to touch Quinn and make her feel what she was feeling but she just couldn't. The contrast between Puck's hard body behind her and Quinn's soft body in front of her had overloaded her brain.

Finn couldn't believe he was seeing Rachel Berry's boobs. They were smaller than Quinn's and the tips were a dusky peach. As he watched Quinn's hand slide around and cup Rachel, he felt himself getting hard again. He reached around to the front clasp of Quinn's bra and flipped it open. He had been practicing that. He let her spill into his hands. He didn't pinch or tug because Quinn had been sore lately. He just held her cupped in his hands.

They froze that way for a moment. Finn with his arms around Quinn, Puck with his arms around Rachel and Quinn's hand linking the two girls. Puck didn't think he could get any harder. He could see Quinn's strawberry pink nipples, between Finn's fingers, and remembered how they felt on his tongue. Quinn's other hand reached around Rachel and slipped down Rachel's back between Rachel and Puck to rest on the curve of Rachel's ass. As she did so the back of her hand slid over Puck's denim covered hardness. At her touch he closed his eyes and rested his head on Rachel's shoulder.

"Breathe, Puckerman, breathe." He told himself. It would totally suck if he wasn't able to hold on longer than the girls. He needed to get this train moving in the right direction.

"Move over," He rasped out to Quinn. Her eyes flew up to his and her lips turned up in a secret smirk that told him she knew just how close he was to losing it. Luckily he knew just how to get Rachel off, and quickly.

Like dancers in a choreographed number they shifted around on the bed, ending up with Quinn sitting up, with Rachel's head resting on her legs and Finn still holding her. Puck was working his way down Rachel's body first with his fingers and then with his mouth, licking, sucking and stroking all the places he knew she liked. Rachel's moans, cries and whimpers were getting louder and louder. Most of it was just sounds, but a few words here and there could be understood.

Rachel was swirling with sensation. She felt the shift of bodies around her and then she felt Puck's hot, greedy mouth on her skin. Oh yesssss. How she loved his mouth, and his tongue and the things he could do with it. He paused at her breasts and sucked hard.

"Oh Noah! Oh yes!" she whimpered and arched up against him.

Quinn and Finn locked eyes. Noah? Finn shrugged. It was Puck's name, he just hadn't heard anyone call him that in years.

As Puck kissed his way down her body, Rachel felt every touch like electricity under her skin. His big hands pushed her thighs apart and he settled between them. He blew gently on her over-heated skin, making her squirm.

"Please, Noah. Touch me." She moaned. Puck gave her a kiss on the inside of her thigh and grinned against her sweet skin.

"Where, Rach? Tell me where you want me to touch you." He whispered. He was in his element now. He knew exactly how much to tease and how much to touch to drive Rachel crazy. His calloused fingers stroked her until she was slick with need and trembling, but he was still not touching exactly where she wanted him to.

"Tell me where it feels good, Baby." He said as he slid one finger into her wet heat. If there was one thing he had learned from all those Cougars it was how to do this, and how to do it well. Rachel had completely forgotten about Quinn & Finn and was now solely focused on the sensation of Puck's finger sliding in and out of her. She sobbed incoherently now and Puck knew she was close. The trick was to keep the hands gentle and the mouth not so much. He hoped Finn was taking notes. He took his time teasing and touching, licking and stroking. He could feel her getting closer and closer to the edge. Quinn reached down and started stroking Rachel's breasts in circles that were getting smaller and smaller, getting closer and closer to her nipples.

"Are you ready, Baby?" Puck rasped against her skin when he could feel her pushing against his hand.

"Oh yes, Noah, pleasepleaseplease." At that moment he lowered his mouth to the little bundle of nerves that he had been avoiding and sucked, hard. At the same moment Quinn reached her nipple and tugged, hard.

Puck felt her arch up against his mouth and she screamed his name as she came apart under his touch, pulsing around his fingers. He continued stroking her gently and her tremors slowed. He rested his head against her stomach and whispered

"I love you." So that only she could hear.

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A/N Next in line please