Rated M for a reason folks. This will get smutty later with possible light slash, but it just had to be written. This chapter has more language, well because it is Puck.

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.

The Takedown

They lay like that for a few minutes with Puck's head against Rachel's stomach. Rachel attempting to catch her breath and Puck's mind racing with how to knock Quinn out of the game. This one was going to be tricky. He knew if it were just the two of them he could have her screaming his name in minutes, he was just that good, but he was pretty sure that Finn would pound his face in and Rachel would boil his bunnies if he tried his moves on Quinn. There seemed to be an unspoken agreement in this moment that it was OK for the girls to touch whomever, but the guys had to keep their hands on their own girl. He was still hard in his jeans from all the previous action. If he had to wait and watch while Finn made Quinn scream with Rachel's hands and mouth on his body he might actually die from a wicked case of blue balls.

Maybe he could tell Rachel how to get Quinn off. Oh man, the thought of Rachel's little hands on Quinn's body had his blood surging back below his belt.

Rachel shifted under his cheek and he lifted up to let her move out from under him. Quinn pulled Rachel slightly away to the end of the bed and started whispering in her ear.

"Crap! That can't be good." Puck thought to himself.

Rachel's eyes got all squinty and then wide. She nodded at the bedside table and Quinn grinned.

Rachel slid back on the bed and crawled on her hands and knees toward Puck. The look in her eyes could only be described as fucking hot. He couldn't take his eyes off her. Out of his range of vision Quinn was whispering in Finn's ear.

Rachel leaned down and placed her lips on Puck's.

"Shit, " he thought "I am so screwed."

She pressed her lips to his and ran her tongue across his bottom lip, just like he liked.

He didn't think it was good for his equipment to be this hard for this long without release. He had never been this turned on before.

Puck pried his mouth away from Rachel's and looked over at Finn & Quinn. Finn was kissing Quinn and touching her so gently, like he was worshiping her body.

Rachel, started kissing her way down Puck's neck and chest, stopping briefly to tug on his nipple ring with her teeth. He hissed as it sent a bolt of heat through him. Was she trying to kill him?

Finn had better hurry up. He was quickly losing his grasp on his control.

Quinn let out a loud moan from the other side of the bed. Finn must have found a good spot. She sounded like she was getting close. He closed his eyes and tangled his fingers in Rachel's hair, as she kissed her way down his stomach. He sure hoped Quinn was getting close.

Quinn watched Puck from under lowered eyelids. She let out another loud, porn star moan. Finn started at the sound, which was so unlike her usual quiet whimpers and sighs. When they heard an answering moan from the other side of the bed, Finn smothered a laugh against Quinn's belly.

Quinn was not known for being patient and Finn's caresses were getting her seriously worked up, but she was not going to lose the sex-off to Puckerman.

Quinn moved to the other side of Puck and caressed Rachel's hair as she worked her way down Puck's body with her mouth an inch at a time. Puck opened his eyes and watched Quinn stroke Rachel's hair and shoulders. He tried to push up on his elbows and take control, but Quinn's hands pressed down on his shoulders, keeping him in place.

Rachel looked up at the movement and gave Quinn a big grin. Quinn smiled back. A real smile, not a sarcastic smirk or superior sneer.

Rachel reached into his open jeans and wrapped her hand around him. She gave him one long stroke that nearly ended everything then and there. He closed his eyes and gritted his teeth. Then four hands were tugging at his jeans. Puck opened his eyes to see Rachel and Quinn on either side of him pulling his jeans down his legs and off his feet. Now he was completely naked.

Rachel moved up and stretched out her naked body on top of his. He could feel all of her velvety skin touching his skin. He could smell her shampoo and her sweat .

She slid back down his body quickly and gave his hardness a quick lick, like he was a fucking ice cream cone. He knew it was over. There was no way to withstand Rachel's mouth on him.

As Rachel took him into her mouth he closed his eyes at the feel of her soft wet mouth. She took him in as far as she could. He turned his head to see Quinn watching Rachel sucking him with her head cocked to one side. Suddenly she reached out and grabbed Rachel's hand. Together they wrapped their hands around the part of him that didn't fit in Rachel's mouth and stroked.

The pressure began at the base of his spine and he didn't think he could hold on much longer.

"Oh fuck…Rachel." He ground out.

With a little pop Rachel released him from her mouth and moved up until she was straddling his hips. He could feel her wetness pressed against him.

"Rach…you don't have to…I mean…fuck." He couldn't make sense, not with the way her hips were making little circles as she ground her sensitive body on his overheated one.

Suddenly Quinn leaned across Puck and reached into the bedside table. This motion made her breasts brush across his chest.

Shit! Quinn's tits on his chest and Rachel's wet lips on his dick. He had died and this was heaven. He just knew it.

Rachel moved out of the way and together she and Quinn smoothed the condom down him. Quinn gave him one of those looks; the look with the one eyebrow up that said she understood the irony of putting a condom on the boy who knocked her up before he fucked his girlfriend.

Puck moved up until he was sitting against the headboard and Rachel was straddling his hips. Quinn moved behind Rachel and then he felt her hand on him, positioning him for Rachel to sink down on him. There was a slight hesitation and then he was all the way in her body, with her arms wrapped around him and head buried in his shoulder.

Every inch of his awareness was suddenly engulfed in tight, wet heat. He couldn't think or move for a second.

"Rachel." He gasped. He felt her tremble in his arms

"Did I hurt you?" he asked, but she just shook her head without looking up.

Now he was starting to worry. He leaned back and lifted her chin to look into her eyes.

"Rach?"

"Oh my God, Noah Puckerman you feel so good inside me." She moaned.

Relief and renewed arousal poured through him. Rachel's body clenched and quivered around him. He couldn't wait anymore.

Holding her tightly he shifted and rolled them both over until he was above her. He pulled out slightly and then pushed back in.

"Oh yes, Noah." Rachel whimpered. Both of them had forgotten their audience.

Puck set a steady rhythm that had Rachel pushing up against him and pulling him deeper into her body. He encouraged her to wrap her legs around him and angled his thrusts so that he was hitting that spot with every movement.

"Oh yes, Noah, I'm gonna…" the rest of her thought was lost in a loud moan as the waves of her orgasm crashed through her.

Her walls squeezing around him was all it took to throw him off the edge with her. His thrusts came shorter and sharper as he poured inside her and a stream of words poured from his lips.

" fucksogoodyessogoodsofuckinggoodfuckfuckIloveyouRachel"

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A/N I wrote and re-wrote this one so many times and I am still not happy with it. How knew it would be so difficult to get Puck off?