A/N: Thank you again for reading & reviewing.

M - stands for More smut.

Disclaimer: I don't own Glee or the song mentioned. If you don't know it you should definitely go to youtube and check it out.

Once they were outside, Puck told her he went to that diner all the time, and that his place was only a few blocks away. He and his friend Sam lived with Sam's Grandma. Without further explanation he tugged her down the sidewalk. The temperature had dropped a few degrees, and the wind had picked up. He felt a little bad for talking her out of changing, so he put his arm around her and rubbed his hand up and down her sleeve to try keep her warm. They didn't have far to go. A block or two from the diner the businesses changed to houses, and the streets were mostly empty. After a few more blocks, Puck stopped in front of a small, nicely kept, old house. He pulled the keys from his pocket, and unlocked a black pick-up truck parked on the street.

"You can wait in here. The neighborhood's not bad, but I still wouldn't want you just standing out here."

Rachel furrowed her brow . "Where are you going?"

"I'll be right back. I just need to go inside and get something."

"And I have to stay out here?" Rachel crossed her arms and scowled at him.

"I'm pretty good at getting in and out without making noise or turning on the lights, and I don't wanna wake Sam or Gramma Evans." It was a convenient truth, since there was no way he was taking her inside. He was already dangerously close to breaking several rules. No going to your place. He figured the truck outside his place was as far as he cared to push that one.

"Oh. OK." Rachel accepted this explanation, and went to climb into the truck, which sat ridiculously high off the ground. He laughed at her awkward efforts to find a place to put her foot, or something to hold on to, before grabbing her butt with both hands to boost her up. She jumped in surprise and flopped, ungracefully in the front seat of the truck. He grinned as she righted herself with a huff.

"You could have warned me!"

"Was more fun that way. Be back in a minute."

She watched him stride quickly toward the house, and wondered why he had brought her here, and what he was going to get. She looked up and down the quiet street and chuckled at the strange turn her evening had taken. Although she was sure it was not his intention, the whole thing felt rather date like, and a good date at that. Of course she remembered that none of it was real, but it was fun to pretend for a while.

It wasn't long before he emerged from the house again, carrying a guitar. Her heart did a little flip at that. He was a musician? Pretend date just got better. He slid the guitar behind the seat and climbed behind the wheel.

"Too many people asleep around here, but I know a place we can go. It's not far."

As they started down the road, questions came tumbling out of her mouth. He kept surprising her, and she kinda liked it. "Where are we going? Why did you get a guitar? I assume you play. Of course you play, why else would you have it. Are you any good?"

He smiled and kept his eyes on the road. "Patience. We'll be there in a minute." He pulled on to a side street next to a small Baptist church, parked the truck, but left it running. "Just gotta open the gate." He climbed out of the cab, walked up to the fence surrounding the back half of the church, and quickly hoisted himself up. Rachel watched the effortless way he swung his legs over. It didn't look like the first time he'd scaled a fence, and she had to wonder why this was necessary. A few seconds later the gate was open and he hurried back to the truck to pull it into the lot. He climbed out one last time to close the gate before returning to the truck. She was growing more nervous by the second.

"Um, are we supposed to be here? Aren't we trespassing or something? Could we get arrested?"

He looked at her, amused. "You ask a shitload of questions."

"Well I'm not normally a go-with-the-flow kind of person anyway, and then you had to climb a fence to get us in here. I don't think I'm out of line to say it seems a little shady."

"S'fine. Not like we're gonna tear shit up." She still didn't look convinced, so he rolled his eyes and offered a better explanation. "I know the Pastor and the maintenance guy. The won't care. I promise."

Rachel gave him a doubtful look. "Really, how? Are you saying you're a member of this church?"

Puck threw his head back and laughed. "No, no, no. Not me. Gramma Evans. She's been going here forever. She doesn't charge me or Sam any rent while we're in school, and we help with up-keep the house and stuff. She's asked us to do projects for the church a couple of times, so I know some of the staff."

Rachel considered this information for a moment. "That makes more sense. No offense, but I didn't take you for a faithful church goer."

"None taken. I actually do go sometimes, when Ma visits. Otherwise, not so much. Even then, we don't go here. Rabbi Greenburg would not approve," he teased with a wink.

Rachel's eyes widened with surprise. "You're Jewish? Me too!"

"Kinda figured." He shrugged.

She flushed slightly and her hand automatically went to her nose. "Oh, yeah. I guess it's kind of obvious."

He wrapped his hand around hers and tugged it down to the seat between them. "Hey, don't. I didn't mean it as a bad thing. You're beautiful."

He held her hand there until Rachel looked up at him and smiled tentatively. "It's sweet of you to say so, and I'm perfectly happy with who I am, but-"

"No buts," He said firmly. He held her gaze for a minute, but it started to feel too . . . too something, and he looked away. "Whatever, you are."

She scooted toward him and gave him a quick peck on the cheek. He ruffled her hair, further messing up her already sloppy bun, and earning himself an unconvincing scowl. Just like that, the intense moment dissolved into the playful relaxed rhythm he was really getting used to.

They ended up sitting on the tailgate of his truck. Rachel wrapped her legs in the blanket he offered and quietly listened as he sat next to her playing his guitar. She studied his hands and his profile. His eyes were closed and he looked more relaxed than she remembered seeing him. There was no thought or effort as he played. He was simply feeling the music, and his fingers danced over the guitar like it was an extension of himself. It was mesmerizing. He was a skillful musician, but that wasn't what drew her in. It was his connection with the music. It was something you either felt or you didn't. It was something you could never learn or practice. It was a piece of him she understood completely.

He began to sing quietly. She had to sit very still and listen closely to make out the lyrics. They carried honesty and uncertainty in them, and made her heart ache. When his words faded out, and he was simply playing again, she moved closer to his side. As she curled her legs underneath her, and rested her head on his shoulder, he stopped playing and glanced at her out of the corner of his eye.

"Don't stop. That was beautiful. I don't think I've ever heard it."

He cleared his throat and shifted a little. "I'm sure you haven't . . . It's mine." He wasn't looking at her, and he seemed nervous. She felt like he was trusting her with something precious.

"It was amazing. You're very talented." She moved her hand to the back of his neck and raked her fingers across the short hairs there.

He finally looked at her for a moment and smiled. It was a soft genuine smile. Not a smirk or a leer. She liked it more than she should. He started unconsciously strumming again and looked off in the distance. "It's no big deal. I just mess around with it. Been doing it forever. . . You really think it's good?" He hated to sound so uncertain, but it was a big deal, and he didn't just mess around with it. Somehow her approval meant something to him. She wasn't like the fangirls he met when he played with a cover band. When she said it was good it made him believe it a little bit too, which he realized was silly, but there it was.

"I really do. It was beautiful, but more than that, it was real. You can always feel the truth in a great song. Know what I mean?"

"Yeah I do. Thanks. I'm really glad you liked it." He slid off the tailgate to return his guitar to its case then stretched out in the truck bed with his hands behind his head. "Anyway, that's what I do, at least part of it. After your little performance in the diner, I figured one demonstration deserved another." He smiled up at her, then looked into the clear night sky. She spread out the blanket so she could lay down and watch the stars with him.

"So you're a musician? You said you're in school, so are you studying music?"

"I am. Now I don't want you to go off on me, but I'm also studying physical therapy. One of those backup plans you hate so much."

She bumped him with her shoulder as best she could from her position. "Hey, I never said I hate backup plans." She was quiet for a minute then continued wistfully. "I just don't think I'd feel alive if I did anything else. Performing is like the air in my lungs. It's like the blood in my veins. And although I'm sure I wouldn't literally die without it, I need it. It's who I am."

He chuckled and bumped her shoulder the way she had bumped his. "Well clearly you have the drama part covered." He found her hand with his, and started running his thumb back and forth over her knuckles. "I get it. No, I really do, but for me it's not really about the performing. I enjoy it, but really it's just the music I need. I've played with some cover bands, and done some work as a session musician, but what I'd really love is to be a songwriter." Sam and his sister were the only people who even knew about his songwriting, and he hadn't admitted to anyone how badly he wanted to pursue it professionally. Somehow he knew she'd get it.

"You should go for it. I mean I've only heard the one song, but if that one is any indication . . . it was really beautiful."

He didn't respond, and they just watched the sky in silence for a while. He eventually got up and grabbed his guitar again. "C'mon. I still haven't heard you sing. Sing something with me. What's in your wheelhouse."

Rachel sat up and smiled at him. "I doubt you know anything in my wheelhouse," she answered, making quotes with her fingers. "Show tunes. Barbara. That kind of thing."

"Hey, I know all kinds of music, besides, my mom loves that shit." He was just randomly strumming when he turned to her with a grin. "I've got it."

As he picked out the melody he watched her face for recognition until a smile twitched at the corner of her mouth. "I know you know it. Sing."

It was the perfect choice. She held his gaze, waiting for her entrance, then she started in, soft and clear.

"You don't bring me flowers
You don't sing me love songs."

He never looked away, and his voice picked up just as hers ended.

"You hardly talk to me anymore
When I come through the door
At the end of the day."

As they traded the melody back and forth they seemed to know exactly when to allow the music to swell, and when to pull back. They were incredible together. In that moment he believed she would be a star. There was something magical about her voice that just connected with the music and with him. When they reached final verse, and their voices blended seamlessly, Rachel could feel her eyes getting a little damp.

"Well you'd think I could learn
how to tell you 'goodbye'
You don't say you need me
You don't sing me love songs
You don't bring me flowers anymore..."

She could blame it on the song being so very moving. After all, she was a very emotional performer, but it was more than that. The song was perfect, not just for their voices, but also for the moment. It was bittersweet, and felt like the end of something amazing, or maybe sadness for something that never was.

When it was over the silence hung in the air, and they both knew it was time to go. He stroked his hand across her cheek and kissed her softly, then got up to put his guitar away. She folded the blanket in silence, and they both returned to the cab of the truck. She managed to climb in unassisted, and they didn't talk much on the ride back to the hotel. He asked if she was heading out tomorrow. She confirmed that she was. For once, she didn't really know what else to say. When he pulled up to the front door she climbed out and gave him a little wave. As she walked away she resisted the urge to look back.

oo

When she got to her room Rachel removed her shoes and jacket. She hadn't even made it to the bed before there was a knock on her door. She turned back, peered through the peephole, and was surprised to see Puck there again. She quickly opened the door and smiled at him.

"What are you doing back here? Did you forg-"

Her words trailed off as he moved to her, cradling the side of her face with one hand and her upper arm with the other. This time he was the one whispering "shhhhh" as he bent to brush his lips over hers. He pulled back slightly and held her gaze until the question in her face evaporated. Her eyes drifted closed as leaned subtly into him, and she inhaled slow and deep, breathing him in.

After he had watched her disappear into the hotel he just couldn't drive away. She was leaving, and he knew he would never see her again after tonight. That was fine. He didn't do repeats anyway. But it was still tonight, and he wasn't ready for never to start yet. Now that he had spent some time with her, he felt like there were things he needed say to her. He believed her when she said she'd never done this before, and he was glad she'd chosen him. He felt like it meant something. That didn't really make sense, even to him, and he knew he'd never find the right words, so he decided to tell her the only way he could.

His mouth skimmed softly down her jaw and the column of her throat, and she let her head fall back to give him better access. Her pulse was already racing at his touch. His mouth continued ghosting across her skin, traveling along her collarbone. At the same time his index finger moved in lazy circles from from her shoulder to her elbow, gently dragging the strap of her tank top, and leaving goosebumps in its wake. His lips followed the same path, and even though he was barley touching her, she felt every point of contact. Every breath against her skin. When his hand reached hers, he lifted it and kissed her palm before walking her to the bed. He sat down and reached for the hem of her shirt, pulling it over her head, tossing it to the floor. She really was beautiful with little strands of escaped hair framing her face, and her breasts bare and perfect, and her dark eyes swimming with desire.

The way he was looking at her made her feel sexy and beautiful and desirable. She bent down to kiss him deep and leisurely, sliding her hands under his shirt at his sides. His skin was warm and firm under her hands. She wanted to drink him in with all her senses. He slid his hands down from her arms to cup her breasts, circling his palms against her, and she sucked in a breath, breaking the kiss. As she pulled his shirt up, and he raised his hands over his head to allow her to remove it. She savored his eyes on her as she took a step back and slid her shorts and panties to the floor. He just looked at her for a minute before standing to remove the rest of his clothes. It all felt so different. So real. This time he felt like he was really seeing her. Maybe because he'd let her see him in ways he wasn't accustomed to.

She stepped forward wrapping her arm around him and placing open mouth kisses across his chest and neck. All she could feel was skin against skin, and him hard against her stomach, and it made her head spin. He backed up to the bed and climbed on pulling her with him so they were kneeling and facing one another. He pulled her against him, hands splayed across her back, and kissed her firmly. Their hands roamed and touched and teased, as they alternated between slow kisses and simply resting their foreheads together. Neither of them was in a hurry. When his fingers found their way to her center he groaned at how wet she was. She breathily gasped out "Noah," and began to rock her hips against his hand. He'd never heard his given name quite that way, and it sent a wave of desire through him straight to his groin. He needed to be inside her. The way she was moving and the sounds she was making made it clear she needed it too. He rocked back on his heels and began to roll on a condom. Rachel wondered where it had come from, and for just a moment she reminded herself that what she was feeling wasn't real. This was nothing out of the ordinary for him. He was the kind of guy who could produce a condom out of thin air like some kind of bedroom David Blaine. The thought disappeared as quickly as it had appeared when he pulled her forward to straddle his thighs. He positioned himself and pushed all the way in one motion. She cried out and threw her head back. They really were incredible together in so many ways.

As they began rocking against one another, he watched the rise and fall of her chest and listened to her breath coming out in little pants. Her lips were parted and her face was flushed. In that moment he knew he didn't care about any rules. He was going to see her again. Sam was right. This was something he wanted to get mixed up in. She was whimpering a little, and he could see she was at that place where she was so close, but just couldn't quite make it over the edge. He was holding himself back, wanting it to last just a little longer, wanting to watch her. Finally, when she said his name again, this time as a desperate whine, he gripped her hips and began thrusting forcefully over and over. He continued to hold back as he watched her come apart in front of him. Amazing. When he couldn't wait any longer he buried his face in the crook of her neck and let go inside of her. He trembled against her and held her tight. For a few minutes they were just clinging to one another, their bodies sweaty and humming with satisfaction, then he lowered her onto the bed, pulled back the covers, and patted the pillow. He tossed the condom and climbed in next to her. For the first time in years, he was staying till morning.

oo

Santana was jolted awake by the ringing of her cell phone, coupled with insistent knocking on her hotel room door. She glanced at the phone and saw that it's Rachel.

"It's early B. The fuck do you want?"

"Open your door quick! I'm in the hall."

Santana dragged out of bed stumbled toward the door.

"Hurry!"

"Alright, alright, where's the fire?"

She pulled the door open only to be shoved into the room by a very frantic Rachel dragging a suitcase.

"There is a very sexy, very very naked man in my bed!"

Santana blinked a couple of times. "Congratulations! And you're here because?"

"He's not supposed to be there!" Rachel started to pace. "No staying till morning. He clearly said no staying till morning. I was supposed to wake up alone and, and, and he's still here! There was NOT supposed to be an awkward goodbye. No brush off. Why is he still here?"

Santana was still half asleep, and still wasn't sure what all the drama was about. "Whoa whoa whoa, slow down. He told you he was leaving? But he stayed?"

"More or less. I mean no, not exactly, but when he was talking to his friend at the club I heard him say "no staying till morning" along with a bunch of other ridiculous rules that made him the perfect candidate for the kind of scandalous indulgence you persuaded me to attempt. But he's not gone!"

"Attempt? What do you mean attempt? Didn't you - "

"Yes of course. I told you he's naked!" Rachel snapped.

Santana's face broke out in a huge grin. "I wasn't sure if you had it in ya, B. So how was it?"

Rachel fought a small smile of her own and let out a huff. "It was amazing, OK. Happy?"

"Like 'wow this cake is good' amazing or like 'my bones have turned to spaghetti and I don't remember my name' amazing?"

Rachel blushed furiously.

"That good huh? See, you should listen to me more often. So remind me what the problem is."

A harsh glare was her only response.

"Right, right. He's still there. So is it really that horrible? Did he embarrass you? Was he mean? Oh, and where did you tell him you were going?"

Rachel picked at her fingernail and avoided Santana's gaze. "He's still asleep, or at least he was a minute ago when I left."

Santana's smile gave way to laughter. "I see. So you snuck out without saying goodbye. Well that wasn't very mannerly of you Rachel Berry."

"No," Rachel pouted, "that would be very rude. I left a post-it on his chest, then set the alarm for 10:00. Now we need to get out of here so I don't bump into him in the lobby or something!"

"Sure, because that would bring the sky crashing down on all of us. I'm not even packed, and I need a shower, and I wanna go get a doughnut downstairs, so chill the fuck out."

"Santana! I licked you!" Rachel hissed. "And, and, and I let him take my panties off in the back of a cab! In the back of a cab!"

"Go Rachel!" Santana cheered, then she sighed and put her hand on Rachel's shoulder. "Seriously, you're acting a little crazy right now, even for you. Who cares what some guy you don't even know thinks?"

"Well, I don't really want anyone to think I'm a . . . I mean what was I thinking?" Rachel crossed the room to the window, searching for a way to explain. "But really, that's only part of it . . . Last night, it was more than amazing, and it was more than sex. We went to a little diner, and we talked, and he played the guitar, and we sang, and it was perfect. And then the second time . . ." She turned from the window to look earnestly at her friend. "The whole night was perfect. It was like the sweetest kind of dream, and I just want to remember it that way. I don't want to ruin it, so just pack. Please? For me?"

"You can't just go get laid like a normal person, can you? It has to be like some epic fucking movie montage." Rachel was still giving her that pleading look, so she relented. "Fine. But I expect full details."