Some afternoons they spend time doing, like, actual homework because that's important to her. Alone, he would never be doing homework straight after school (who does that?), but yeah, that's what she has him doing. But whatever, he can admit he really likes spending time with her - his mom lets her in the house, in his bedroom, all the time without a second thought, and he feels good that he's actually getting better grades in three of his courses. That's what happens when you actually read the stuff assigned.

She's laying on his bed on her stomach, and he's sitting on the floor because his desk is covered with his shit and he needs room to put down his binder. Rachel made him this binder with dividers and pockets - he never even knew dividers existed - to keep him "organized," not that he wasn't totally organized before when he didn't have any school supplies. But it made her happy to give it to him and he liked her happy so he accepted it, but not before he made her change it from the one with the bright gay-ass patterns that Rachel told him were called paisley. She huffed and got all offended that he used "that word", but hey, he said it in front of Kurt, who's now his boy, not his boy, fuck, but like, a friend, and he wasn't offended and knew what Puck meant. So yeah, she changed it to black and now he actually carries it around. Sitting on the floor also turns out to be better for his leg, which is still messed up from practice two days ago so he needs to stretch it out.

They've hung out enough that he knows Rachel hums sometimes when she's doing her work, and her brow furrows a little when she's concentrating on something. Right now, it's chemistry (he knows this because she's usually an A student, like, all the time, but he actually did better than her on 2 chemistry quizzes which made him damn proud - he totally did better than Rachel Berry - and pissed her off). He kind of likes that about her, that she's so damn competitive, even with him.

He looks over at her where she's concentrating. Something else he likes? Her legs, which are right at eye level from where he's sitting on the floor. His eyes follow her legs, down to her calves, which are covered in black knee high socks that she (he) loves so much. His gaze moves upwards, from her calves, to the back of her knees, up the smooth, creamy expanse of thigh, up where her black skirt is sitting, just covering her ass and the top of her thigh (barely). Puck feels his mouth go dry. Homework? So not happening now.

Here's the other thing about hanging out with Rachel. He loves making out with her. It's like, pre-sexing her, but without actual sex, because she's not ready - she wasn't with Jesse or with Finn, and God knows she went through this unbelievable list of rules with him when she finally gave in and agreed to be his girl.

And he totally respects her rules, hell, he's not an asshole, and besides, he really likes just spending time with her, he can admit it. But he really hopes she'll be ready sometime sooner than later, because she's so good at the not-sexing part, his thoughts go wild at thinking how she'd be at the rest. She's meticulous (yeah, he learned the word from her) and careful and tries her best in all things, and seriously, is there anything she tries that she's bad at? She rocks everything. Including making out. Even when they weren't together, he totally remembered the first time they got together for almost a week in sophomore year, how enthusiastic she was, even with her lack of experience. Her mouth was soft and opened under his so perfectly, and he never forgot the feel and taste of her mouth and her lipgloss all this time.

And even though she's a virgin, she's definitely not a prude. Another thing about Rachel? She loves being touched. Sometimes when she's sitting on his knee and he puts his hand on her back and strokes his thumb up and down the skin of her back, just under her shirt, her eyes turn dark and her breath hitches just a little bit. When he stretches out his arm behind her head on her chair and strokes her hair a bit with his fingers, he swears she practically purrs and leans into his hand, even at school. When they're making out in his truck, just mouths and his hands on her back or hips, she totally melts and leans into him until her whole body is all pressed into him. You'd think he'd hate the way that makes him hard since he won't be getting relief from his girl, but no, he really likes the feel of Rachel's body all up against him.

That remembrance turns his attention back to Rachel. On his bed. Lying down. Bare legs. He gets an idea.

"Hey," he says.

"Hmmmmm," Rachel murmurs, smiling but not looking up from her book.

"You almost done?" he asks.

"Almost, at the last section." Yes, he thinks. He knows her - if she's almost done, she'll be less pissed at being distracted. Yeah, he's about to distract the hell out of her.

He says nothing, just slowly gets up and sits at the edge of his bed, and puts a hand on her leg, at the back of her knee.

At his touch, she turns her head to look at him.

"S'okay. Don't want to interrupt you, Just finish your work," he says, sliding his hand a couple of inches down her calf.

She pushes up on her arms and turns more, "Noah..." she starts.

"Shhhhh," he says, pressing gently on her shoulder, easing her back down to where she was before. He wants her on her stomach. "Just want to touch you a bit. Just... ignore me." And his hand slides down her calf to her ankle.

"Noah...," she says with the tiniest tremor and a smile in her voice, "How can I work when you're being distracting?"

He looks at her and cocks one eyebrow up. "You can't finish 2 questions or whatever? 'Cause my touch is so so good?," he teases her. It's like, a challenge or something, and she never backs down from those. Rachel huffs and turns back to her book and Puck can't help the grin that crosses his mouth.

That grin disappears when he looks down at Rachel. Her legs are just ... smoking, and where's he's sitting now, he can see that her legs are parted a bit and his eyes follow the back of her legs up past her knees, up her thighs, up to the bottom of her skirt, and he follows the rest with his imagination, underneath and between what's covered by the skirt and probably fucking sweet and innocent and maybe wet...he takes a sharp breath and closes his eyes against the surge of...want that he normally doesn't (like, practically never) have to try to hold back around girls, until Rachel.

He decides right there and then that he's got a new goal tonight, if Rachel's gonna let him. It's risky, but he'll only do what she wants. He places both hands on her, one on each calf, and slides them up at the same time, slow and smooth. Up the back of her knees then back down, then up again to just above her knees, and back down, just repeating the motion until he reaches where the bottom of her skirt reaches her thighs. He swears he loves touching this girl. She's got the softest skin ever, he's known that, but feeling the skin of her thighs under his hands, and seeing her parted legs, and being so close to where he (eventually) really really wants to be...he swears silently to himself. His hands have stopped where her skirt ends, and he reaches one thumb around to stroke the silky soft inside of one thigh, higher on her leg than he's ever been.

He hears a gasp and looks down at Rachel. She's still up on her elbows over her book, but her eyes are closed and her mouth is open a little on the tail end of that little gasp that he really liked. Keeping his eyes on her face, he takes both hands where they are on her thighs and gently pushes her legs open a little more. Rachel lets out a small sound, like a squeak and her eyes fly open. His hands stop but both thumbs now are rubbing the insides of her thighs.

"Noah," she stutters out in a small voice.

Puck leans over her, lifts one hands off her and brings it to cup the back of her neck. He kisses her on the cheek and speaks into her ear. "I wanna touch you, Rachel. Let me? You can stop me anytime, I swear." As he speaks her eyes close and her forehead drops down into the textbook on his pillow. He drops his lips to her ear. "M'gonna make you feel so good," he tells her as his lips take her earlobe and then kisses the spot right behind her ear that he knows drives her crazy.

His voice is lower than usual and softer, too and he can't even control it. He's so into her, and he so fucking wants her, right now, but he knows he can keep his shit together, because this time he wants only to make her feel good, if she wants.

Her head turns a little where it's resting on his pillow, her arms on either side of her head, and she opens her eyes and looks at him, wide-eyed and questioning. He looks at her and repeats, "Whatever you want."

She bites down on her lip (he groans a bit, to himself, she has no fucking idea what that does to him, she's still kinda innocent, even after 2 months of going "steady" with Puckerman, and he likes her even more for it) and nods and closes her eyes.

He kisses her cheek again and shifts down to where he was sitting before, but lower on the bed. His puts his hands back to where they were before on the back of her thighs but just a little bit higher, just edging underneath her skirt. He leaves one hand still, right there, while the other smooths down her leg. He leans over and puts his mouth on her, just behind her knee, using his lips and tongue to taste her.

He said he loves her legs and god, tasting her silky, smooth flesh? Hell, he knows at least three other guys who think Berry has the best legs out of their year, and he's damn glad she's letting him be the one to touch them. And now he's actually tasting her. Damn.

He knows she likes it because she makes this gaspy moan that he swears he loves. He moves his mouth up, up from her knee, up her thigh, and pushing up the edge of her skirt, he slides upwards until his mouth is right below the edge of her panties.

He goes slow because he's in Rachel's "no-fly" zone. The couple of times his hands have moved up "in this area" before, she's held her hand over his, or taken a deep breath and pulled away from him, sort of laughing nervously, and he didn't go there again during their make-out. He's touched her once, cupped her and felt her warmth over her panties - they'd both groaned at the contact - but he'd pulled away before she got nervous. This time, she doesn't do anything to make him think she doesn't want him there. So he pulls back and repeats his kissing and tasting on her other leg. He uses a bit of teeth and she gasps again when he's nipped the back of her thigh. Her skirt has totally edged up so that when he looks down at her, it's all he can do from begging her to let him slide inside her. She all sprawled face down on the bed, legs spread a bit, but with her amazing ass, covered in ordinary black panties, in total view. He guesses that if he's doing it right, she must be wet by now.

He can hardly believe she's letting him touch her like this - it's farther than they've ever gone - and is not about to second guess her willingness. He shifts up so he can comfortably use his hand, and slides one hand from the back of her thigh, up her inner thigh, using the other hand to push her legs apart until he can cup her between her legs, over the fabric. He thinks they both groan a bit at this contact this time, too. He presses two fingers gently inward, tracing up and down, and swears to himself at the feel of her wetness through her panties.

He glances down at her face, and sees her mouth open, breathing fast, and her hands, up by her head, clutching the pillow. He slows his stroking movements, and asks, his voice all rough, "Rach, baby, can I touch you? I wanna just...," thinking he should give her warning before he slides his fingers under her panties and right against her warm, now almost hot skin. She just gasps, "OK," and nods her head, a little jerkily. When he slides his forefinger right under the edge of the black fabric and touches her wetness, she jerks a little, and cries out, just a bit and he pulls back then slides his hands up so he can lift and turn her so she's on her back.

He's not sure at her reaction, since her eyes are closed tightly. "Rach, Rach, look at me," he demands, wanting to make sure she's ok with this.

But then her hands reach up and grab his shirt and pulls him down, right on top of her, and her mouth is seeking his until they make full contact. Puck takes no time to deepen the kiss, grasping the back of her head, opening her lips with a nudge, until his tongue is pushing into her mouth, soft, then deep, then in a beguiling thrust, again and again until she is moaning against him, and they are both gasping. He'd worry about being rough because he's getting so close, so fucking close, to that point of losing himself, except they've made out like this before (hell, if they were only going to be necking for months, you bet he was going to get as much of her mouth as he could) and he swears Rachel loves it.

Rachel moves her body against Puck's in a way that has him grasping her leg and rearranging their bodies until their lower halves are aligned, and then slowly, deliberately, he rubs, no - grinds - against her, letting her get used to the feeling of him hard, right up where he wants to be (but like, with no clothes).

She thrusts up at him with her hips, and he swears, moving himself off her. It's too good and he's getting a bit frantic, but hell, he's not going fucking screw up what's supposed to be something special for his girl because he's got no self-control. Cause, shit, he's got staying power in spades.

He takes a couple of breaths then moves his hands back to her legs, under her skirt, and says, "Rach, I'm gonna take these off," at the same time, grasping the sides of her panties and sliding them down her legs before she's said anything about it. He doesn't move his eyes from hers, trying to be, like, reassuring or something.

She moves her arm up so it's over her face, like she's feeling shy, and he doesn't want that, he wants to see her eyes. She's now bare before him, skirt all hiked up, legs spread, and he's dying to touch her, but his hand moves instead to her face, to her cheek, and he says, his voice all gravelly now, "Baby, I'm going to make you feel so good. You're all..."

He glances down at her now and he swallows against the lust that surges through him as he sees how wet, how open, she is, just laying there, like an invitation.

"...hot...and fuck, wet...and I swear I want you so fucking much but today we're not doing more than me touching you, ok? I'm gonna make you come, are you going to let me?" He wants to hear her say it.

He gently tugs at her arm until Rachel takes her arm down and looks at him. She's flushed and looks kind of messy and totally gorgeous, and practically glaring at him, pants out, "God, Noah, just...ok."

He bites back a grin. She's talking from inexperience but yes, she's going to let him touch her.

Puck recalls that he had a specific goal today and he gently grasps her shoulders and nudges her until she rolls over, lying face down on the bed again.

He runs his hands up and down her legs again until he reaches the tops of her legs, and pushes up her skirt so it's out of the way. She's right there under him now, with her ass perfectly bare and he swears he'll spend some time getting to know it really well, another time, later. He uses both hands to push her legs apart until she's totally open to him.

He doesn't warn her this time, just shifts his hand a bit and circles her opening with his thumb, feeling her wetness, then slides his thumb in slowly. God, she's so tight and he can't help thinking about how she would feel around another part of him. She gasps, tensing against the intrusion, and he stills, kisses her upper thigh and hip until she relaxes.

He slides his thumb slowly in and out again, then moves up to her clit, where he circles round and round, then taps her bud, and he sees her hands clutch at the sheets, as she lets out some frantic gasps and moans.

"It's ok, Rach," he tells her, "just let me, it's ok," and continues to move his hand and thumb, up, down, around in tight circles around her clit, while his other hand strokes her hip and leg, soothingly, up and down.

He looks down and groans at the sight before him: Rachel lying face down, hands fisted beside her head, her amazing body bared to him, skirt on but hiked above her hips, black knee socks, legs parted, and his hand on her ass, his fingers touching her where she is glistening and open to his touch.

He replaces his thumb with his finger, watches it slide into her, deeper and higher than his thumb, and moves back and forth within her. As she quivers around him, he slowly adds another finger, sliding them both in and out, over and over, until he finds a rhythm that has her breathing hard and trembling on the bed.

And he keeps moving in that rhythm for a while, but a bit faster and faster, curling his fingers a little when they're deepest, until finally, he feels her tense up, then cry out his name, and then her whole body tightens as as she goes over, and he feels a rush of wetness against his hand and Rachel is crying out these wordless moans, catching her breath.

Seriously, she's as intense when she's coming as with everything else she does, and he should have known she'd be amazing at this, too.

As she comes down, he slides his fingers from her, wipes his hand on the sheet, and rolls her over. He pulls her skirt down and slides up on the bed until he's beside her, and lies on his side, head on his hand, looking down at Rachel. He lays his free hand over her stomach and strokes her there, moving his hand back and forth. She's still breathing hard and her eyes are closed.

He feels really good, like, fucking golden, especially considering he didn't even come. That's ok (well, not the best, but he'll be fine). And he totally "attained" his goal tonight.

When Rachel opens her eyes, she's got this...look, happy, not like her crazy happy face, but he can tell she's content or something (her "satisfied face", he's gonna call it from now on).

"It's good, yeah?" He's not really asking, it was obvious, but she smiles, kind of shyly, at him and says, "Yes, Noah, it was memorable. Thank you," all formal-like, and pecks him on the cheek.

What was that? Fuck that, he deserves, like, a real kiss. He leans over and smirks, "Distracted you, real good," before kissing her for real, moving his tongue over and deeply inside her mouth.

She draws back when she finally needs breath. Then she says in what she calls her bedroom voice, "Noah, I enjoy doing homework with you," and gives him a glance up from under her lashes.

He laughs a little. Yeah, doing homework with his girl is alright.