A/N: This was a prompt fill that I posted at my LJ a while back, but we all need more gratuitous smut in our lives, right? Right.

She has no idea how she got here, standing here with Noah's lips trailing down the front of her throat, one arm banded around her waist to hold her against him.

All right, so that's not strictly the truth. This is the result of three of Santana's tequila sunrises and a months-long flirtation with Noah, both of which are twice as strong as anyone else's. But she doesn't know how she went from standing in the Lopez's kitchen, laughing at Finn and Mike's drunken antics and refusing to give in to Santana's demands that she do body shots, to this. It may have had something to do with the way Noah had slid his hand across the small of her back when he came to stand beside her, slipping his fingers under the loose tank top she was wearing to touch skin, or maybe it was the suggestion he'd whispered to her, his lips grazing her ear and prompting her to finish the rest of her cocktail in one gulp.

A bunch of their friends from high school were standing in the kitchen when she stood on her toes to whisper in his ear that he should come upstairs with her, and she knows they all noticed. She knows they all know exactly what she and Noah are going to do upstairs.

And in case she wasn't already sure, her phone buzzed in her pocket with a text message from Santana telling her to get yours anywhere but on my bed, bb.

Noah didn't say anything as she led him into the spare bedroom at the end of the hall, though he took her phone and tossed it onto an armchair when she turned to lock the door. "Fuck distractions," he muttered when she gave him a questioning look. She leaned back against the door, bit her lip when she saw the way he was looking at her. It was almost predatory, and it almost made her want to run away.

Almost.

"You just gonna stand there?" he asked, his voice gruff. "C'mere."

And god help her, she did exactly what he told her to do.

He surprised her completely when he kissed her softly, gently, one hand falling to the small of her back to pull her against him. If she couldn't feel him, half-hard against her stomach, she'd have called it chaste, and she thought it was because he remembered what she likes.

Back at the beginning of summer, not long after she'd broken up with her then-long-distance boyfriend, she'd spent an evening sitting around a table with Noah, Santana, and Mike next to the Chang's pool, drinking panty dropper (a stupid name for a drink) leftover from the previous night's party and talking about whatever came up. Which meant, with Noah and Santana, that they spent a good portion of the night talking about sex. She remembers vividly, even now that she's drunk, talking about how she thinks you should be able to sink into kissing someone, how it shouldn't be deep and sexual from the beginning, even if you know that's where it's heading. She'd spent a good deal of that night with her bare feet in Noah's lap, and he'd been tracing his fingers from her toes to her ankles, half-tickling, all teasing the entire time.

It's completely insane that she's thinking about this when she's in this room with him, weeks later, kissing him and knowing exactly where this is leading, so she sucks on his bottom lip a little, moves her tongue against his when he takes the hint and deepens the kiss. She has one hand wrapped around the back of his neck, pulling him close, the other fisting his shirt at his side as she presses herself against him.

She feels like he's barely kissed her when his lips leave hers, moving slowly up her jaw until his tongue comes out to trace the shell of her ear. It's so good that she makes a noise she can't help and shivers a little against him, and she swears she can feel him smirking against her neck before he sucks a little at her pulse. Her fingers move up through his hair, grasping a little, making him push his hips against hers. "Don't start that shit, Rachel."

It's the first thing he's said, and she's confused. "Start what?"

He pulls back to look at her with dark eyes, leans in to nip a little at her lips with his as his hand splays against her back. She wonders when he slid it beneath her shirt. "The rough shit. Hair pulling. Whatever." Her eyes flutter closed and her head tips back when his lips move down the front of her throat. "Don't start something you can't finish."

Liking soft kisses doesn't mean that she doesn't like it rough. She's offended that he thinks that of her, bizarre as that is. So she takes a step back, locks her eyes with his, and pulls her shirt over her head. "Don't underestimate me, Noah," she tells him seriously, watching something flash in his eyes. "I won't break."

He says her name like a warning when she pushes herself up onto the bed, kicking off her heels and leaning back on her elbows in jeans and a pink silk bra edged with black lace. She knows the tequila is working as liquid courage right now; she feels warm even though the air in the room is cool against her skin, but she isn't drunk. She's petite, so men always seem to feel the need to treat her delicately, as if she might break or they might hurt her, and she's sort of counting on Noah to believe her and do what she's asking. Of course she loves when a man worships her, treats her tenderly and makes love to her, but sometimes, a girl just wants to be fucked. Tonight is one of those nights.

She knows alcohol reduces inhibitions, and she thinks that means that you do things when you've been drinking that you want to do when you're sober. And yes, she wants sex with Noah. She's dealing with years of curiosity here, and now she finally has the opportunity to satisfy that. She's going to grab it with both hands. "Noah, please," she says quietly.

He closes his eyes, swallows hard, and lets out a slow breath before looking at her. His eyes rake over her body before settling on her face. "Rachel. This is, like, the point of no return. If this isn't going to happen, I need to know right now, because I only have so much restraint."

Part of her recognizes that this is noble, right of him. Most of her is just impatient, but she thinks she knows just how to convince him. "Fuck me, Noah." Her voice is quiet, just above a whisper, but it's clear and it's what she wants, and it has the desired effect. He pulls his tee shirt over his head and unbuckles his belt before climbing onto the bed, his fingers popping open the button of her jeans as he kisses her fiercely.

He pulls back to look at her, his eyes locked with hers. "We're not right for each other," he tells her seriously.

He's right, and she knows it. They're friends, but they've tried dating in the past, and they're terrible at being in a relationship. Maybe someday, maybe in another time and place they could be great together as more, but not now. "Who cares?" she breathes, letting her fingernails bite into his shoulder blade a bit.

He groans, lowering his head to press his face against her neck for a moment. "I'm going to make you beg," he says against her ear before his teeth bite down on her earlobe gently. "Fuck, Rach. You're gonna come so hard."

She knows it's the tequila talking when she bites out, "Try it." She's not entirely sure it makes sense, but it makes him groan against her collarbone as he unhooks her bra, his tongue darting out to taste her skin.

She can't remember the last time she wanted someone so much, but it feels so good. She likes the play of the muscles in his back beneath her hand, but it isn't enough of him, so she slides a hand between them, tugging a bit at the front of his jeans until he catches her wrist in his hand and pins it with the other above her head against the pillow. "You can talk all you want, but we're doing this my way," he tells her, pulling back to look into her eyes.

She squirms, pressing her hips up against his. "Then do something."

He moves off her, but he's tugging her jeans off before she gets a chance to protest, taking her panties with them, then he's between her legs practically assaulting her with his mouth. She's never had someone go down on her like this, nipping at her clit with his teeth before his tongue even touches her. It's almost electric, the feeling that shoots through her body, and she keens out his name as her fingers thread through his hair. He eases back a bit, changes up his rhythm as he pushes his fingers into her. She wants to roll her hips, want to have more friction, but he has an arm wrapped around her leg, his forearm heavy over her hips to keep her still.

"Please, please," she breathes, and she whimpers when he laughs against her. She feels it through her whole body.

He pulls away a bit and looks up at her, ignoring the way her fingers tighten in his hair. "Told you I'd make you beg," he says with a smirk, still working his fingers slowly. She tries to move her hips again, to push herself toward release, but he's still holding her in place. "Say it again," he commands, his voice low.

"Noah, please." She might hate him for this later, but it's insanely hot right now, and as soon as she's said it, his mouth is on her again.

Her vision goes black for a moment when she falls over the edge, and she literally forgets to breathe until she feels Noah's lips against hers. She gasps, then takes a deep breath as she opens her eyes (she doesn't remember closing them) to look at him hovering over her. He looks smug, certainly, but there's something else in his eyes that she can't quite put a name to. He kisses her slowly, gently, and she thinks he might drive her crazy with the way he's treating her so differently from one moment to the next. She pulls away a bit, sinking back into the pillows so she can actually catch her breath. "Got you good, babe," he says proudly. "And that was just my tongue." He rocks his hips against her, and she moves against him without really meaning to. He feels so good, and she doesn't even care that she's feeding his already bloated ego when she tells him so.

He moves off of her a bit, reaching into the drawer of the bedside table. She hears the rustle of the condom wrapper before he slams the drawer and looks down at her triumphantly. "Sometimes, I fucking love Santana," he tells her seriously.

"Do you think you could not profess your love for another woman when you're about to be inside me?" she says bitchily. And there's tequila's influence again, but even as she's saying it, she's snaking a hand between their bodies, wrapping her hand around his length and stroking slowly. His eyes close, and his head drops to her shoulder when she brushes her thumb over his tip, and for the first time since they started this, she feels like she has some semblance of control over the situation.

"Fuck," he mutters against her neck before biting a bit at the skin there and making her moan. "Jesus, stop." He knocks her hand aside with his own, and she lifts her head a little to watch him smooth the condom over his length. "Rachel," he says quietly, and she looks up to meet his eyes as he pushes a hand into her hair. He leans down to kiss her gently, and even though she knows he's just distracting her before he pushes into her, it's still a surprise when he does it, pulling a breathy moan from her chest in the process.

She almost wishes he would give her a chance to adjust, because she feels so much of him that it very nearly hurts, but he pulls out before pushing into her again slowly, not stopping until their hips are pressed together. He grinds down into her, and the friction against her clit feels so amazing that her eyes fall closed as she breathes out his name, and she brings one leg up to wrap around his hip, her heel pressing into the small of his back in an effort to keep him close.

He drives her toward the edge with deep, slow strokes, and right when she thinks she's going to fall apart, he snaps his hips against her, pulling her back even as she grasps at his back with her fingernails, just short of scratching him. He kisses her, wrapping an arm around her waist before he rolls them without slipping out of her. When she looks down at him in surprise, he just nips at her lips before pushing her up so she's sitting up, straddling his hips.

He's been fucking her - and yes, she uses the term deliberately - but she kind of loves this change. "Touch me," she orders as she begins swiveling her hips, shaking her head when he smooths his hands up her thighs. "No," she says, pushing her hair back before grabbing his hands and placing them where she wants them, on her breasts. Her head falls forward when he rolls her nipples between his thumbs and forefingers, kneading her flesh gently, squeezing a bit harder at her urging. The way he's treating her is far from "rough," but it's good enough that she doesn't feel the need to comment, her head dropping back when she rolls her hips and it presses him against something inside her that makes her tremble. "Oh, Noah."

He snaps his hips, driving up into her, making her moan. "Holy fuck, Rach." He pushes his hands into her hair again, tightening his grip and making her whimper as he pulls her down for a kiss, his tongue pushing into her mouth insistently. "So fucking hot," he mutters against her lips, nipping at them a little when she whines.

She breathes out his name when he rolls them again, bracing his weight on his forearm next to her head and driving into her hard and fast. She's bringing her hips up, meeting each of his thrusts, and she's so close that it nearly hurts. Then he's pinching her clit almost too hard with his free hand, and his breath is coming out hot against her ear, and she lets go.

It honestly feels like she's falling apart, shattering beneath him as he follows her over that edge, coming hard before basically collapsing on top of her. Her heart is hammering against her chest as she tries to catch her breath. "God, Noah," she whispers, trailing her hands up and down his back, and wiggling her toes a bit to make sure they're still there. She can't really feel them, so she isn't entirely sure. "No." She tightens her hold on him when he tries to move. "Wait a minute." She presses a kiss to the side of his neck because it's right there, tasting the skin beneath his ear, his sweat salty on her tongue.

The next time he tries to move, she lets him, a little whine escaping when he pulls out and leaves her feeling empty. He moves off the bed for a moment, comes back and tugs her wrist until she stands, ignoring the way she glares at him as he pulls down the covers. They lie down so they're facing each other, their legs tangled together. "You know we're gonna have to do that again, right?"

She laughs, tucking her hands under her cheek. "Yes, we definitely are," she agrees. She shifts, moving closer to him and letting her fingernails graze the back of his neck as she kisses the underside of his jaw.

"You totally screamed my name when you came," he tells her, his hand sliding up her side to cup her breast. She hums against his skin before teasing his earlobe with her teeth; she doesn't remember, but she's willing to take his word for it. Her lips move over a spot on his neck that makes his hips shift against hers. "Rachel," he says lowly.

She pulls back to meet his eyes. "What?" He raises his eyebrows, and she leans in to brush her lips against his. "You said we were going to do it again."

He growls into her mouth, rolling over her and pinning her body down with his. "Gonna fuck you unconscious," he mutters against her neck. It sounds like a promise, and it makes her shiver.