Prompt: Noah Puckerman is locked in the auditorium with Rachel Berry. Sexy times ensue.

Rated M for SMUT.

He really can't believe it. He's locked in the auditorium with none other than Rachel Berry. He doesn't even know how it happened, because the auditorium is never locked. And it really doesn't help matters that she's dressed in this short-ass skirt that leaves little to the imagination, and he hadn't gotten laid in weeks. It's pretty hard to believe, Noah Puckerman not getting laid, but Santana was into chicks this week, and cougars weren't getting the job done anymore. Rachel Berry is a damn prude, and there's no way she'll get down and dirty with him. He'd be genuinely surprised if she wasn't a virgin. The girl had "prude" written all over her.

She's rambling on about being stuck and he's basically just tuned her out. If he listened to her, he'd go insane by the time they were let out in the morning. He figured she'd shut up soon. He was right.

She slumped down against the door of the auditorium. It was unnaturally cold in the room, and the petite brunette seemed to realize this as a gentle shiver ran down her spine. Puck couldn't deny that the girl was practically naked compared to him, in her short skirt and white button-down. She wasn't wearing a sweater or tights today. He also noticed that she seemed distressed. Well, who wouldn't be when you were locked in an auditorium with someone you were pretty sure couldn't stand you?

It wasn't that he couldn't stand her, because he could. Most of the time, he actually enjoyed her company. It was just, she could be so annoying. But Rachel Berry was a good person with a big heart, so he'd lay off the badass attitude for a while. For her sake. [Not because he's fucking going soft, okay?] And he thinks that maybe if he's nice, he just might get a bit of boob action. He doesn't understand his fascination with Rachel Berry's breasts, but he's been desperate for them since their short lived romance. They weren't anything special, nothing like Santana's [although, she did buy hers] and nothing like the college girls he fucked and dumped. Maybe it was because she denied him. Or maybe it was because they were just a part of her.

He'd never admit it to anyone, but he kind of has a thing for her. It wasn't just the fact that she was hot as hell with her long legs and short skirts, [for a midget, she had some seriously long legs he'd be interested in exploring again,] but she was one of the few people that cared about him. She was there for him when no one else was. They were friends. That friendship where you could go weeks without speaking, but when you talked again it was like nothing had ever changed.

Her speaking snaps him out of his thoughts, and he's thankful for that. "Noah, what are we going to do?" Her face is red and he can tell she's about to cry. Shit, he really hates it when chicks cry, but he really hates it when Rachel cries. Watching Rachel cry was like watching a wounded puppy. She seemed so vulnerable when she cried.

He decides he's going to pass on being a jerk and he's going to actually provide some comfort for her. He sat down on the ground, pulling her into his lap so he could rub her back. "We're going to stay the night and everything is going to be okay," he reassures her softly. She instantly relaxes at his touch, and he thinks that even if he doesn't get some action, that tonight might not be so bad.

"I've got some food in my bag. I didn't each lunch today, so you can have the salad, and I'm not really hungry." Rachel's voice seems softer than It normally does, a nervous and scared edge snuck in.

"Berry, you're going to eat something. I've got a few protein bars in the bottom of my bag, and a few water bottles. Besides, there's a water fountain backstage. But you're going to eat something." He knows missing a meal won't kill her, but he has this urge to protect her. Okay, so maybe he is going a bit soft around Rachel, sue him.

"Why do you care so much?" she questions, leaning her head back against his shoulder. He wishes he had the answer to the question, because he honestly doesn't know. "That was the wrong thing to say, I'm sorry. What I meant to say, Noah, was thank you, for caring." She shifted ever so slightly, and he knew he couldn't control his body's reaction to the simple movement. She would sense it in a few minutes, but until then, he was content with sitting there.

"I talked to Finn today," she murmured, and if that isn't a turn off, he doesn't know what is. He doesn't comment, so she takes that as her cue to continue. "We both agreed it was best to see other people. Especially since we both have feelings for different people." He knew Rachel and Finn talked about getting back together, trying to give it one last shot. He bit his tongue as a comment about knowing it would never work out between them bubbled to the surface.

Then she mentioned she had feelings for someone else. It angered him. No, he wasn't jealous… much. Okay, he was extremely jealous of the bastard that was on the receiving end of Rachel Berry's affections. Really, what guy wouldn't want to receive love from the little cute midget? Then he remembered that half the guys in school hated her.

"I guess he's going to try and woo Santana. I know I shouldn't be upset, but it still hurts. I'll never be anything remotely close to her. Whenever there is a girl like Santana involved, men will always choose her. She oozes sex appeal and look at me," she gestured to herself. "I'll never be her." There were traces of sadness in her voice, hurt was prominent also.

He couldn't understand why she would ever want to be like Santana. Rachel was perfect the way she was, and she didn't need to change, especially if she was changing to be like Satan. His grip on her tightened instinctively, and he leaned down to whisper in her ear. "You don't have to be her."

She shudders at the feeling of his warm breath at her ear. She didn't tell him that the person she had feelings for was him, but she hopes he understands. She lets out a soft whimper when his lips brush against her neck, and she knows it's no accident. He's trying to show her that she doesn't need to be Santana to be considered desirable. She whines when he pulls away, putting some distance between them.

"Rach… we can't… I'm not going to…" He can't seem to find the right words to explain the situation. He wants more than anything to just bend her over and show her she doesn't need to be Santana, but he wants her to feel. But only if she's ready.

She's crawled off his lap so that she's kneeling in front of him. "It's you, Noah, it's you. I have feelings for you. I want this, I want you right now. It's always been you. Always," she whispers. It's Rachel who instigates the kiss. It's slow and lingering, but full of passion. This isn't how she pictured her first time with Noah, in an auditorium because they were locked inside, but she couldn't have thought of a better time to tell him.

His hands fall to her hips as his lips move against hers. They've done this before, and it feels right. Like this time they might actually have a fighting chance. He wants Rachel Berry to officially be his girl, and he's not leaving the auditorium until she's his. He pulls back, watching her sigh in disapproval. "Rach… you know that if we go any further, you're my girl, right? No running back to Finnessa. No, if we go any further, you're mine."

She doesn't give him an answer; she just lets her hands go to the buttons of her own shirt, slowly working the buttons undone until the shirt was easy to slip off. Without a sound, she shrugged off the shirt, letting it fall to the floor behind her. "I know."

He seriously thinks he might be dreaming and he actually resists the urge to pinch himself to make sure he's not. Rachel Berry is topless, kneeling in front of him waiting for him to do something. He acts on impulse and gently pulls her towards him, casting a glance over her body. He really doesn't understand why she would want to be like Santana, because she's fucking gorgeous and he plans on making that fact known.

"You're beautiful," he murmurs, trailing kisses down her jaw. He can't understand why she doesn't see it when he does. "So fucking beautiful," he says before moving his head to softly kiss her neck.

His words send tingles up her spine. Finn had called her beautiful on multiple occasions, yes, but he never got that much of a reaction from her body. She wants him and she wants him now. And what Rachel Berry wants, Rachel Berry gets.

"Noah, please." Her words come out breathy and he thinks it's the hottest thing he's ever heard. He makes it his number one goal to see how many times he can get her to moan his name. Not "Puck," no, he wants to hear "Noah" leave her lips in a breathy whisper.

"See what you do to me?" He reaches for her hand which is gripping his shirt and carelessly drags it down to the front of his jeans. "We haven't even done anything yet and I'm fucking hard. For you."

Her breath hitches and her hand moves of its own accord, lightly palming him through the fabric of his jeans. She's amazed she created this reaction, that it was her and her alone. His groan makes a smirk appear on her face. "Noah," she whimpers as she applies more pressure.

"If you don't cut the crap, Rach, this is going to be over before it even starts." Puck pulled her hand away, standing so he could cool off for a minute. The smirk that rests on her face makes a grin appear on his. She looks so damn pleased, kneeling with her hands on her hips. He nodded towards the stage. "C'mon." He nodded again, pulling her up when she offered her hand.

So he really never believed he'd be in this position with Rachel Berry. About to have mind-blowing sex on a stage with Rachel Berry. He'd say it was a proper setting, with the stage and all. It suited her, until he realizes that there's a 99% chance she's still a virgin and he really doesn't want to fuck this up because he thinks he might actually have a chance with her this time. He actually wants to be her first time, but she deserves more than a fuck on the stage. She deserves candles and shit, or at least a damn bed!

"Are you a virgin?" The words are out in the air before he can stop them. He feels like an asshole now.

"Finn," she whispers, like it explains everything. He sees a bit of hurt flash in her eyes, and he vows that he's going to make it up to her. He's going to make sure she doesn't even remember Finn Hudson.

"Shit, Rach, I'm sorry." He apologizes because he doesn't know what else to do.

"Don't apologize, Noah. Finn and I sleeping together was a mistake due to recent circumstances, but I have no regrets about that night. As far as I'm concerned, this is my first time. My first time that truly means something." A blush creeps onto her cheeks, and he thinks she's adorable.

His lips are on hers in an instant, nibbling at her bottom lip, begging for permission to enter. She doesn't protest; she just opens her mouth slightly. He picks her up and places her on the stage gently, only breaking the kiss to join her. He vaguely remembers there being a stash of old blankets back stage, and he needs to find them because Rachel deserves at least a bit of comfort.

Rachel lets out a groan of exasperation when he pulls away, glaring at him. "I'm going to go find those blankets for you," he says, and then he disappears backstage.

He came back a few minutes later, blankets in his arms. He smirks when he sees her sitting there, angry expression on her face. She's mad that he left her, even for a short amount of time. From now on, she wants him with her every single moment. Her hands are reaching for his shirt, desperate to get it off of him as soon as possible. He drops the blankets on the stage and instantly obliges.

The petite brunette lays out the blankets and gestures him over with a "come here" crook-of-the-finger motion. He doesn't know when she became such a little sex kitten, but he's not going to deny Rachel what she wants, so he does as she politely asks. He removes his shirt, tossing it to the side without as much as a second thought. Then she's lying back on the blankets, hair fanned out, and he really thinks he's going to lose his shit because he's never seen her look more beautiful. Or hot. Or just damn sexy.

"Noah?" His name leaves her lips almost like a purr and she's looking at him expectantly.

He doesn't have to be told twice-or really be told at all-and he's on the floor kissing her. Her hands are clawing at his arms when he removes his lips from hers to nip at her neck. He bites back a groan as her hand trails through his mohawk.

He really wonders when she became so in touch with her sexual side because she's driving him crazy. He's never had an issue with keeping his shit together, but making out with Rachel Berry is a completely different ballgame. Her accidental little bites, the gentle little roll of her hips which he's damn sure she's doing on purpose. Yeah, Rachel Berry is a little sexual demon. He likes it. A lot.

His lips move lower, teasing her collarbone with soft kisses before his lips move even lower. He meets her gaze, asking silently for permission to remove the next article of clothing. She simply nodded, reaching behind her to unclasp her bra and slip it off, moving it out of the way. Her arms instinctively went to cover her exposed chest.

"Hey," he whispered, holding her gaze. "Don't. You're beautiful."

He's never talked this sweet to a girl, tried so hard to assure her that she was gorgeous in every way possible. With Rachel, it's different. He wants her to feel good about herself, to know that she's beautiful and take pride in it.

"No, I'm not," she murmured, shaking her head.

In that moment, he vows to make her see just how beautiful she is, just how amazingly breath-taking she is. He pulled her arms from her chest gently, taking a moment to appreciate her exposed chest. In that moment, he knows his fascination with Rachel Berry's boobs is completely justified because, well, she has an awesome rack. They aren't like Santana's, or Quinn's, or Brittany's. They're perfect in their own right. Because they belong to Rachel.

"So beautiful, Rach," he whispers, kissing her lips once again. His hand goes to her breast, gently kneading it in his hand, earning a soft moan and a slight arch of her back.

His lips leave her once again and begin their repeat journey downward, paying special attention to her pulse point as his lips drifted along her neck. He reaches her breasts, teasing her nipples with his tongue. He can't hold back the satisfied smirk that settles on his face when her hands hold his head to her breast, silently demanding that he stay put. The sounds leaving her mouth are heavenly, and he decides that he never wants anyone else to hear her little whines and groans.

"Touch me," she whispers, although it comes out breathy and hard to understand. His head leaves her breast-only to be replaced by his hand-so that he can hear what she says. "Touch me."

He can't deny her, so his free hand finds the zipper to her skirt, tugging it down. Her hips arch upward so he can slip the skirt off, which he promptly tosses to the side so he can resume his actions. He trails his finger over her through her panties, gaping at the moisture gathered there. Before it was Rachel amazed by the reaction she caused, but now he's surprised at how turned on he's made her. He loves it. He loves her.

"Last chance to bail," he whispered, catching her eye so that she knew he was serious. If she wanted him to stop, he would, no questions asked. He might die of a case of blue balls, but he'd stop for her. He cares that much about her. She might not be a virgin, but he's going to treat her like one because she deserves it. She deserves her first time that counts to be something un-fucking-forgettable. She deserves the love and care that Finn-fucking-Hudson forgot to give her.

"No. I want this. Please Noah." She's pleading with him.

He holds her gaze, trying to detect any hints of dishonesty. He doesn't want to ruin this, not with the potential that they have. He doesn't want her to feel pressured. He stares at her for another moment before finally accepting her response.

"Lift your hips again, baby." He's never seen a simple action seem so graceful. He's thinking like a chick, but he doesn't give a shit. Everything about Rachel Berry is flawless, and he loves it. It's a slight arch; just enough to allow him room to slip her panties off.

Rachel Berry is completely naked in front of him. She's hot, he knew that, but she looks almost angelic, lying there with her hair fanned out over the blankets. Her eyes are looking at him with a questioning gaze, asking him silently why he's not continuing. Normally, he'd begin his ministrations immediately, but this time, he can't help but look at her, study her body. Her small waist, the gentle curve of her hips.

"Jesus, Rachel, I'm not joking, you're fucking gorgeous." His hand ghosts over the inside her thigh, dangerously close to where she wants him. "Do you even know how hot you look? Fuck that, this is past hot. You're perfect."

He's never said anything like that to a girl before. He's never called a girl beautiful or gorgeous, let alone calling a girl perfect. But she is. She's perfect. Rachel Berry is perfect to him.

"Noah, please touch me."

He glances as her, watching her face as he runs his hand over her hip, tracing it with a finger. His finger trails lower, dipping into the apex of her thighs. She lets out a low whine, her eyes fluttering closed at the new sensation. Of course, seeing as she had lost her virginity to Finn, she had been touched in this manner before, but with a single touch, he was able to create a fire inside her. His touches meant something, held promise.

He shifts so that he's kneeling, his free hand cupping her cheek. She opens her eyes only for a moment, but the look she gives him says everything. She trusts him, loves him. He runs his finger tentatively over her clit, testing the waters and gauging her reaction. She sucked in a breath, a purr like sound coming from her throat. He repeats the action with a bit more pressure, watching with triumph as she bucks her hips slightly against his hand.

He continues to tease her, playing her like he plays his guitar. He knows exactly how to touch, where to touch. He removes his hand momentarily, watching her for a moment. He watches the way her chest moves up and down, showing him that her breathing is uneven. It's clear that she's aggravated by the removal of his hand when she shifts, trying to clear the uncomfortable ache between her thighs.

"Rach, can I…?" He hopes she knows what's he's implying, because he thinks that talking about it would ruin the mood, and that's the last thing he wants to happen.

She opens her eyes again, giving him a questioning look. She realizes what he means with a small gasp. "You don't have to," she says, her voice a whisper.

"I want to, a whole hell of a lot, actually." He leaned down to kiss her hipbone, licking the skin he found there in a teasing manner. "So answer me, can I?" He knows she wants him to do it, but he wants her verbal confirmation to be sure. She offers a weak nod of her head instead, and he accepts this.

He spreads her legs wider, situating himself between her thighs. He really wants to pinch himself just to see if he's dreaming, because he's right in front of an unclothed Rachel Berry about to do the unthinkable. He places a soft kiss to the inside of her left thigh, reaching a hand upwards to trail across her stomach. Her whimper is encouraging, and fucking hot in his opinion.

His kisses move higher until he's hovering above her, his breath hot against her core. The mere sensation of that causes her to whine, his name passing through her lips. He tentatively gives her a lick, inwardly groaning at the way she tastes. He'd never admit to it out loud (although maybe now that she's his he would) but Rachel Berry was the star of 90% of his fantasizes. He dreamt about how she'd taste, how she'd feel under his tongue or around his cock. He's pleased to say that she exceeds all expectations, and he thinks he even expected that. Rachel was just like that.

"Oh god," she whispers, her voice breathy. Her hips instinctively push themselves closer to his face in hopes that he'll continue. So he does. He licks at her again, lingering between her folds for a moment before moving northward, running his tongue over the bundle of nerves.

The cry of pleasure that she lets out is enough to make him lose his shit, but he barely holds it together. He knows he'd have no issues getting hard again if he actually came in his pants, but it's a pride issue. Besides, Rachel Berry would take pride in it, and when Rachel Berry takes pride in something, she never lets you live it down.

"P-please don't stop," she moans, curling and uncurling her toes. He, if he was feeling like an ass, would typically pull away and tell her he didn't plan on it, but he wants to stay between her thighs, because he can't help but think this could be the first and last time he ever does this to her. It's his irrational fear, that this is just a onetime thing, even though he knows Rachel isn't easy like that. However, she could just be hurting and want to seek revenge on Finn, just like last time.

He takes her clit into his mouth and sucks lightly, teeth scraping over the sensitive flesh. Her hands reach blindly for something to hold on to, clutching the blanket underneath her. Finn did this once, but as mentioned before, her body never gave him the same reaction that Rachel's body gave the male that was currently pleasuring her.

His hand travels upwards from its place on her knee, slipping between her thighs with ease. His index finger brushes against her entrance, alerting her that another sensation was about to come into play. She lets out a soft whimper just before he slides his finger into her, unable to contain his own groan as her body clenches his finger.

He really thinks he's going to lose his shit because she's so hot, wet, and fucking tight. Just by writhing against the blankets because of his ministrations, she's driving him crazy. He can't wait to tell her just how much, but right now he has a more important task at hand… well, at tongue.

He continues to run his tongue over her clit, all while pumping his finger in and out of her slowly. He knows she's gone when she lets out a particularly loud whine as he nibbled on the side of the bundle of nerves and he feels her muscles squeeze his finger tighter than before.

Watching Rachel Berry orgasm is probably the best thing he's ever seen in his life. Her face scrunches up and dare he say it, she's kind of cute when she goes over the edge. Her noises get louder and she develops this little chant where she chants his name like it's her job. Her body goes boneless and she just lies there panting while he kisses his way up her stomach, stopping to suck on her pulse point when he reaches it.

"You taste fucking amazing," he breathes. Once again, he thinks he's going to die when she doesn't say anything, just puts her hands on either side of his face and pulls his lips down to hers, plunging her tongue into his mouth. So Rachel Berry enjoys tasting herself on his lips. This girl really is full of surprises, but in the back of his mind, he thinks he expected her to be a bit kinky. Or maybe this was what he was hoping she'd be like in his wildest dreams.

He reluctantly pulls away, resting his forehead on hers. "Rach, baby, calm down. This is going to be over before we even get there, and I needed to be in you like… fucking last month." She just nods, reaching for his belt. She manages to find the buckle [only after groping him for a moment, blinking innocently when he glared at her] and undoes it, pulling the belt from his jeans so she can toss it across the stage.

Rachel Berry is impatient when she's turned on. She really just wants him to get on with it, her irritation showing when she huffs, watching him take his time pushing his jeans down his legs. He finally sets his jeans down close by so he can pull a condom from his wallet when the time comes.

"Noah, please, I want you," she whines, holding his gaze. She has a lustful look in her heavy-lidded eyes. He leans down to kiss her neck, then her jaw, before nibbling on her earlobe softly. Her hands travel down to the waistband of his boxers to tug them down, causing him to let out a low hiss.

"I want you too, so much." He reaches out for his jeans, fumbling in his pocket for his wallet. He groans in frustration when he realizes that he doesn't have a tiny foil package in his wallet.

"Shit!" he curses, burying his head in her neck.

"Noah, what is it?" she questions, running her hand over his scalp. He really wants to fuck her through the floor, but he really doesn't want to impregnate her with his spawn. Not yet, at least.

"I don't have a fucking condom," he mumbles. She laughs and he has to tear himself away from her to look at her to see if she's crazy. She's wearing this amused expression and little giggles are continuing to come pouring out of her mouth. He opens his mouth to speak, but she cuts him off.

"Noah, I am always fully prepared, and due to my small stature and size, I have always had an irregular menstrual cycle. Because of that issue, my dads believed it would be best to see if I could be put on birth control to regulate my cycle. In fewer words, Noah, unless you have a disease that I should be aware of, a condom would be nice, but not required. I'm on the pill, Noah." She smiled softly, laying a hand on his chest in reassurance.

He can't help but return her smile, kissing her lips quickly before kicking his boxers all the way off. He spreads her legs a bit wider, settling on top of her while resting the majority of his weight on his hands. She doesn't say anything, but she likes this feeling, being with him skin on skin. She likes being pressed into the blankets.

Without warning, he slides into her, causing her to let out a cry of pleasure. Her hands fly to his shoulders, her nails digging into his flesh.

He really does think he's going to die, because he's balls deep in Rachel Berry and she's making these little whimpering noises, encouraging him to continue. She's fucking hot, wet, tight, and really gorgeous with her head thrown back. He knows he sounds like a perv for thinking it, but she looks really good being thoroughly fucked.

Her body, slick with a layer of sweat, moves gracefully against his. Her hands are reaching out towards him, her nails clawing at every inch of exposed flesh. It's not meant to be painful; it's her silent plea, asking him not to stop. She fits so perfectly against him, like they were made for each other to explore. He knows exactly what to do, exactly where to touch to send her into bliss. Her legs are wrapped around his waist pulling him as close as he could possibly be. He's never seen her look more beautiful.

"Noah… please… oh god… please don't stop," she whimpered in between her breathy moans. "More…Noah… please!"

He's trailing his hand down her body, stopping to appreciate her breasts. He really doesn't care what people think about Rachel and her boobs, because after seeing them earlier and seeing them now, he loves them. They're the perfect size, fitting the palm of his hands. His thumbs brush over her nipples and he watches as her jaw drops, a soft "oh" escaping her lips.

His hands leave her breasts, only to continue on the path down her body. He finds her clit with ease, teasing the little bundle of nerves with his thumb. She pulls his lips to hers in a searing kiss, mewling as his ministrations on her clit continue. He's only rubbing her clit in a tight circle, but the affect it has on her is great. She pulls away from their kiss to let out a loud gasp, rocking her hips.

He leans down to suck on her pulse point, making her let out a low moan of appreciation from the back of her throat. He's stopped caring about his own pleasure, thrusting slowly, only caring about watching her fall apart.

He pulled back from her neck to whisper in her ear. "You're so beautiful, Rach, so beautiful."

That statement only makes her whine more. She tries to choke out a phrase, but her mind is no longer forming coherent sentences. All that matters is Noah Puckerman in this exact moment. He applies more pressure below her waist, and that does her in. She's arching against his body, shaking as her climax takes over. She might not be able to form a proper sentence, but that doesn't stop her from crying out. Her body milks him for all he's worth, and less than seconds later, he's following her over the edge. He collapses on top of her, but she doesn't seem to mind. She likes the feeling of him pressing her into the stage.

She's breathing heavily, running her nails along the back of his neck as he kisses her shoulder. He recovers first, placing a kiss to her lips, which she immediately tries to deepen. He pulls back though, to look at her still lust filled eyes. She shifts, reminding him with a Puckerman-worthy smirk that they're still connected.

"I think I broke you, Berry," he chuckles. She smiles, shaking her head.

He pulled out of her slowly, listening to her whine at the loss of contact. She'd stay connected to him forever if she could, because she adores the way he feels.

He passes her his shirt, gesturing for her to put it on while he slips his boxers back on. He thinks that Rachel Berry redressing should be a crime. She's too gorgeous and hot to have to wear clothes. He thinks that he'll tell her this in the future, just to see what she says.

Once she has his shirt on, he pulls her to his chest, hugging her close. He lies back on the blankets, pulling her with him so that she has her head on his chest. His hand runs through her hair, massaging her scalp as he listens to her breathing even out. He's sure she's almost asleep when her meek voice makes him think otherwise.

"I love you, Noah," she whispers.

"I love you too, Rach," he replies, kissing the top of her head.

He really can't believe it. He's locked in the auditorium with none other than Rachel Berry. His girlfriend.

I really hope you guys liked that as much as I liked writing it!