After that moment with Noah, Rachel decided that the last thing she needed to do was spend more time around him and the first thing she needed to do was actually take time to think about what had happened over the past month. She had this tendency, as did Finn, to float from one relationship to another. She had done it with Finn and Jesse more than once, even with Noah if she was truly honest with herself about their brief interludes here and there over the past two years. He had never really been given the fair chance that he deserved from her, and more than anything, she just didn't want to mess this up.

The thing about Noah was that he came with a lot of baggage. He came with all these confusing feelings and past memories and insecurities that she thought she had buried when Finn had finally chosen her over Quinn last year. He also came with a reputation, one he had more than proven to her since they had first hooked up sophomore year. It was that reputation that led to him hooking up with Shelby, her own biological mother, in a move that he still didn't know that she knew for certain. As much as she cared about him, she just couldn't forget a thing like that. Puck had always had a goal, a mission, in the past, and she was terrified that he was just going to drop her once she had been conquered.

It's not like these were exactly new revelations. She had always known these things about him. Noah had never once hid the kind of guy he was. He had always been upfront about what kind of man he was, what he wanted out of his relationships with women. With Rachel that first time, it had been heavy petting and forgetting. Quinn had been his chance to do better than his father had and the need feel special, even if he would never really admit it. Santana had been purely about sex and power, the want to be on top of the social pyramid for them. And Lauren had been about just feelings, as strange as it seemed. Now, this time, Rachel knew that it was probably a culmination of all those things. It was only the last thing that really scared her.

So she did her best to avoid him the next few days at school. She took up residence in the empty chair on the end of the front row next to Brittany and avoided Noah's stares at any cost. She sang her assigned parts but didn't volunteer any additional solos. She studied for classes and hung out with her fathers and basically kept her head down as much as possible. She knew that something was happening with Quinn and Finn, even if it wasn't out in the open yet, so that hurt. She wasn't ready to deal with that yet. Going through the motions seemed like the only option, so that was the route she had chosen.

That was, of course, until she saw Puck talking quietly to a brunette girl in the hallway that she recognized vaguely as one of the sophomore Cheerios. He wasn't touching her but their heads were bent together in an intimate way that Rachel didn't like. Noah didn't seem to notice her as she strode by purposefully toward the auditorium. She willed the tears not to come, knowing that she didn't fully have the right, but feeling the emotions nonetheless. Rather than take the stage once she reached her preferred safe haven, Rachel just sort of collapsed into an empty seat somewhere in the middle and let her soft sobs settle into the room.

It wasn't until then that Rachel considered the possibility that Noah might be just using her. She had told him she wasn't ready for things to happen, and he had already moved on. If he really cared about her, wouldn't he wait just a little longer? He had supposedly been waiting this long for her to see what he saw. It hadn't even been a week, and he had already moved onto a skank who was clearly going to give it up at the first opportunity. Maybe she was just another way to get back at Finn and Quinn. She didn't know what she was to him, but she didn't like how it felt right now.

She didn't hear the door behind her open and shut, but before she knew it, Rachel wasn't alone. Finn was sitting next to her, pulling a crumpled Kleenex from the back of his backpack for her to swipe at her nose. Rachel smiled at him gratefully before covering her face with her hands. "I'm sorry," she apologized quietly. Finn only smiled in that goofy, crooked way that he always did, and Rachel was reminded why she first loved him so long ago. "I don't know what's going on with me."

"I saw you kind of take off back there," he said softly, reaching up to pat her shoulder awkwardly. "Look, I know that a lot of stuff has been going on, but we agreed to try to be friends. I don't know why you're upset, but I'm here to listen if you need someone."

Rachel allowed Finn to thumb away the tears falling from her dark eyes. It would be so easy to just take his hand in hers and lean her head on his shoulder. It was as natural as breathing. Instead, she smiled at him gratefully and nodded. "I'm just feeling a little overwhelmed about everything right now."

"About NYADA and stuff?"

She realized then that he had no idea that this was about his best friend and not her future in New York. "Yes, the future is certainly becoming a very real and scary thing all of a sudden," she managed, feeling slightly guilty about the lie. It was more of an omission than anything. "It's all happening so quickly now and I think I know what I want. I just keep thinking about what if this all wrong. What if I am disappointed? What if I am making a mistake?"

Finn looked over at her intently. "Rach, you can't think like that," he insisted kindly. "You are the most talented girl I know. I don't think – no, I know – you wouldn't have let go of me if you weren't absolutely certain that you belonged somewhere else."

"Oh, Finn," she murmured through the tears. "I will never completely let go of you. You have to know that."

"I know," he said with a small nod. He reached down then and finally took her hand, rubbing his thumb across her soft skin just as he always had. Their eyes locked and he started to lean forward. Just before their lips met, both of them snapped apart. She grabbed her hand back and clutched it back to her chest. "I'm sorry, I didn't mean…Dammit. Rach, I'm sorry."

She giggled and shook her head. "It's okay, Finn, we just can't go back there."

"Yeah," he agreed just as the bell rang. He looked down at his watch before grabbing his bag. "I should get to trig. We have a test. I'll see you later at Glee, okay?"

Rachel sat there a moment longer after he was gone. It wasn't like her to be purposely late to class, but she wasn't exactly in a hurry to sit through her history lecture. Instead, she took her time gathering her things and slowly walking the aisles of the room. She could have so easily given into Finn back there, but she knew it would have been a mistake. It would have given him false hope, betrayed whatever he had going on with Quinn and hurt Noah. All those things weren't worth it for Finn like they once were. She had other priorities, things that were finally more important to her than the tall boy of her dreams. Anything else but walking away would be a step back. She didn't want that for herself or him.

She should have been surprised to find Noah leaning on the wall outside the auditorium when she came out but she wasn't. He always had a way of finding her, and she had been avoiding him for a while. His foot was planted firmly against the brick wall, his arms folded over his chest. "There you are. I saw Finn leave a few minutes ago. You're late for history."

"Whatever, "she shrugged, stopping to stand in front of him. "Don't you have biology?"

"Math, I think," he corrected her. "You know I never go to third hour."

"Do you think…" she trailed off before she looked up at him. "Can we go out to your truck and talk?"

After stopping off at her locker to stow her backpack, Rachel followed Noah into the parking lot. They were quiet as they walked, their hands occasionally brushing as their arms swung between them. He helped her up into the cab before jogging around to take his place on the driver's side. Noah turned his key backward to turn on the radio, allowing a soft Bruce Springsteen song to fill the silent air between them.

"I'm sorry that I was in there with Finn."

He shrugged. "It's none of my business, right?"

"It is your business, Noah, no matter what I've said or tried to pretend," she told him. "Sometimes I get caught up in my head and freak myself out before anything even happens. I think that's what I did with you. I built up this big back story that hadn't even happened yet, and it scared me. I care about you so much, Noah, and I saw you with that girl. I don't know, it killed me, and then Finn found me in the auditorium…nothing happened."

Ignoring most of her rant, he could only fixate on one little part. "What girl?"

"The Cheerio you were talking to earlier, I think she's a sophomore…?"

"You mean Heidi?" he laughed. "Rach, she's into San. She wanted her number."

Rachel stared at him for a moment to see if he was lying to her. "But she's with Britt," Rachel said once she had decided that he wasn't. She was also a moron for being jealous. "She can't just swoop in!"

"I know, and that's what I told her. I just didn't want Santana to get into it with her and risk her scholarship to Louisville. I squashed that shit right there because anyone moving in on Britt isn't kosher. She's my girl."

"Oh, Noah, I am so stupid."

"You got jealous, didn't you?" She didn't even bother lying as she nodded her head. "That's pretty fuckin' cute coming from you, Berry."

"Shut up, Puckerman," she glared at him.

He laughed and shook his head. "Don't call me that," he told her. "Anything other than Noah coming from your pretty little lips is just wrong, absolutely sinful."

"I've missed you," she admitted before moving across the seat to be closer to him. He wrapped his arm around her and tucked her under his shoulder. She snuggled into the little the nook, the place she felt she most belonged these days. "I hated not talking to you."

"So don't do it anymore," he replied. "Besides, it gave us both some time to think. Rach, there's some stuff about earlier this year I need to tell you before this goes anywhere."

She knew that he was going to tell her everything about Shelby, but she didn't want to hear the words ever come from him. "I know all about it, Noah, you don't have to explain," she told him softly. "It's over, I don't want to think about it. I know you're sorry; we can move on."

"How do you do that?"

"Do what?"

"Just forgive me," he answered. "No one except my ma has ever given me so many second chances."

"Because you've always been there for me and she never has," she admitted. It hurt to say that aloud. "I went to her when I found out, you know. I hated her for it. I just wanted her to stay out of my life. I mean, I guess I'm glad she came back because you got to see Beth, but I just wish she would stay away."

"I hate how she hurts you."

"I hate how she's hurt you too," Rachel replied. He'd never admit it but she knew that Shelby had hurt him. "But enough about her, she doesn't get to be part of this relationship, part of us. She's simply Beth's adoptive mother and my biological mother and nothing else."

He reached over and tilted her chin slightly. "I'm sorry I hurt you."

"You're my best friend, Noah."

"You're mine too," he smiled back. "And I think that's what we need to focus on right now. You were right the other night, even if I didn't want to admit it. I think we could both use this time to get to know each other as we are right now without all the other stuff from the past in the way."

She cocked her head to the side and grinned. "I don't know if you can handle being just friends."

"I can if you can," he teased before flexing his arms. "I know it'll be hard to resist the guns."

"Your arms are lovely, Noah," she agreed before patting his left bicep patronizingly. "So we'll be friends."

"Best friends," he corrected her, reaching out to shake her hand as if it were a pact. He pulled her into a hug then and kissed her cheek sloppily. She threw her head back and laughed prettily as he tickled her fingers into her sides.

He had a new plan of attack to this thing with Rachel. Operation Make Berry Mine was a go.