A/N: After writing quite a bit of Artie/Quinn, I decided to return to Puck/Rachel, because I kind of missed them. I am so excited for the new episodes that I don't even know what to do with myself. I think that this is kind of cannon, after being promised a Puck/Rachel episode, with two songs from both. But, enough ranting. Enjoy this.

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'walking by'

puck/rachel

–

"It's about the nights we spent

locked up inside your room

it's about the morning breaking

always just a bit too soon"

He wasn't completely sure when they had become actual friends. It was somewhere after Finn punching his face in and Quinn rejecting him for, what seemed like, the fiftieth time. It began with the small looks she'd flash him in glee; or the way she'd pause near him in the hallway, always looking as if she had something to say. She never said a word to him, but he knew that she was suffocating from the Babygate bullshit, too. No one in glee wanted anything to do with her now, as they thought she couldn't be trusted. The only person who had been remotely nice to her was Quinn Fabray. It made him sick, to think that he cared how she felt about anything. It wasn't his place to care, but he did anyway.

It was a warm afternoon when he spotted her sitting in the bleachers during his football practice, her eyes locked on him. He watched her for a few seconds, contemplating if this was creepy as shit, or simply part of her crazy. After a moment he jogged over to where she sat, her knee socks just as spotless as ever. He was alerted that something bad was going to happen when he spotted the tears the leaked their course down her tan cheeks.

"Come here often, Berry?" He has asked, the huskiness in his voice washing over her as her eyes quickly snapped up to his.

"I..." But she was speechless, which wasn't so new during that period. She hardly ever said anything anymore. He guessed it was because she didn't want to be hated anymore that she already apparently was.

"What's wrong, Berry? What have you wanted to say to me that has you stalking me now?" He asked, a serious look lining his face, his eyes trying to decipher hers, and not coming up with anything. She looked at him heavily for a moment, before hanging her head in a defeated way. A way that Rachel Berry never would have done two months ago.

"I'm sorry." She breathed, and felt as if a huge weight was lifted off her chest. Somehow, it caused her tears to refresh themselves, and a few more to slip down her nose.

He didn't know what the hell caused him to do it, but he reached out, brushing a tear from her face. She just looked so damn sad, and he knew that he was done for after his fingers made contact with her soft cheek.

"You didn't do anything wrong, so don't sweat it." He said firmly, placing an arm around her shoulders, pulling her against him, and allowing her to sob her heart out against his sweaty and grass stained shoulder. That was when their friendship had started.

Soon it was dinner at the Puckerman's on Wednesdays, (his mother went bat shit crazy over how fabulous Rachel was), and horror movie Fridays at Rachel's. Her fathers had received him well, although he figured they would have accepted anyone short of an axe murder. She would get him to sing with her when they put shows on for his little sister, and he'd start pillow fights with her all the time. She talked all the damn time, and he never stopped making fun of her. Suddenly he was sleeping over at her house, and waking up to her making him pancakes. None of this was as weird as how effortless and normal it all felt to both of them.

Their friendship wasn't perfect. They fought all the time over shit that shouldn't and didn't matter at all. He cursed way too much, and she needed to learn how to speak normal English, but he liked to listen to her sing, and she never judged him. She was always his crutch when it came to Quinn, and he could never repay her for being there for him when no one else would be.

"It's about the way you're scared

baby, just maybe I'm aware

this is what you need 'cause"

He knew that he was in too deep when he started feeling the butterflies. His badassness was pretty much ruined when those stupid butterflies made their way into his gut when ever she was around. He had restored the light in her eyes, and she wasn't quiet and sullen at glee anymore. Most of the kids had ignored her when she began talking again, which was a big step for her because she had been afraid of being herself again. So, naturally Puck intervened on her behalf.

"Alright guys, after your win at Sectionals, I decided to up the standard of the music we're singing. Change things up a bit." Mr. Schuester had begun, smiling that charming and doofy way that he had. "We've done a lot of stuff, but I think focusing on show tunes is our best bet with Regionals. At least, for the group song choice." He said, allowing all of them to soak this piece of information in without much fuss. "We're going to try our hand at a little RENT, and that will be our theme for all our pieces. We need to pick some main voices, while some of you may have to be background." He grinned, handing out the sheet music to "Seasons of Love" at which Puck rolled his eyes.

"If the club wouldn't mind," Rachel had begun, only to be cut off by Mercedes. "Damn, I am all over Joanne." She said grinning. Rachel tried to speak again, only to have Kurt yell over her, "I'm calling Angel. Best musical character ever."

He watched her struggle to make her voice heard as it once had been. She looked like she might slip back into the comatose Rachel she had been before, and he couldn't allow that to happen again. Not after all he had gone through to bring her back and he suddenly jumped up.

"If everyone would shut up, maybe you'd notice Rachel is trying to say something. Now listen to whatever she wants to say or else you'll get a slushie in the face compliments of the Puckerone." He said in an angry growl. The whole room went silent, with everyone suddenly turning grudgingly towards Rachel. She was nervous, he could tell by the way her foot shook.

"If... If the club wouldn't mind, I'd like to sing Maureen's parts." She said quietly, not looking any of them in the eye but Puck, trying to express her undying gratitude to him. The club just nodded a slow response.

At the end of the rehearsal the parts had been nailed down. Maureen was given to Rachel; Joanne would be Mercedes; Collins would be Artie; Kurt in all his gayness would sing Angel's parts; Finn had been given Roger's part, of course; Matt would take Benny's few lines; Santana in all her sluttiness had wanted Mimi's music; and Puck had been given the role of Mark. That left Quinn, Brittany, Mike, and Tina with back up vocals.

When they all stood to leave, Rachel followed Puck out the door to wave him goodbye just like she always did. She grabbed his arm and he turned to look down at the girl who had become his best friend, and was turning into something much more. Her brown eyes were filled with a softness that no one ever used looking at him.

"Thank you so much for today, Noah. I don't what I'd do without you somedays." She said softly, holding her courage by looking him directly in the eye. He smiled a soft smile, no trace of a smirk on his face.

"It wasn't a problem, Berry. More people should listen to you. I'm sure glad I finally learned to." He said gently, pulling her over to his truck and opening the door. He didn't want her waiting in the cold; at least that's what he told himself. It had absolutely nothing to do with not wanting to leave her.

"Come on, midget, lets go see ma. She said she was making burritos tonight, and I gotta restock our Beano supply." He grinned cheekily as she smacked his arm.

"I do not appreciate that slight on my height, as I am no where near the legal limit to be considered a legitimate midget. I also find your crassness disgusting." She said, but the small smile she was trying to disguise from him gave her away.

"Yeah, whatever, Berry. You know you love me." He said, not for the first time, but it was the first time he felt hope while saying it.

"Every time you walk in the room

can't help myself

I wanna be with you"

She's not sure when things changed for her. Maybe it was when she realized that being alone wasn't worth being at the top. Maybe it was after Noah Puckerman was there for her when no one else was. All that mattered was that things did change. She went from being irritated and fairly disgusted with Noah to being amused and charmed by him. It was like the whole universe had been turned upside down, but she didn't know if everything had changed, or if she was the one who changed.

She just watched him as she strode into her open kitchen, the beams of sunshine illuminating the smile on his handsome face as he turned to where she stood, scrambling eggs. She was transfixed at the absolute beauty that seemed to radiate from him as he came to stand next to her, and start toasting some muffins.

"Hey, Berry, I know I'm a stud and all, but you're burning the eggs." He smirked, causing her to blush and look back to the sizzling pan.

"Sometimes I don't even know why I bother keeping you around. You obviously don't help my self confidence any." She said, busying herself with putting the eggs on a bright yellow plate, trying not to look Noah in the eye, hoping her face wouldn't give her away.

"I still think it's 'cause you want to get laid." He said with a laugh, picking up a piece of egg and putting it in his mouth. He choked on it a second later, however, when Rachel smacked him in his toned stomach.

"You are such a boy." She said, her nose wrinkled in that adorable way that made Noah's insides melt.

"You'd know." He sassed, lifting the muffins and eggs to carry them to her living room, where they would argue over whether to watch Scooby Doo or old episodes of Tom and Jerry. They would pretend to get angry, but they both wouldn't give it up for the world.

"Hit the mic, quick check

one, two singing out my lungs

just to reach you

I'm alive

and I keep my cool one more time

and you just keep on walking by"

She was walking out of their shared Geometry class period. He had started coming to Geometry because he didn't want Rachel getting shit on the way to that class period. That was what he told himself, but he knew he also wanted to impress her. He didn't want her to decide one day that he wasn't worth her time because he was some jerkoff that didn't ever go to classes. He wanted her to know he cared about school; that he wasn't just some Lima loser.

She was wearing her same strawberry scent, which complimented her red sweater and black skirt. He didn't want to catch up with her just yet, he'd rather admire as she walked away. He knew that there was more to their relationship than what was in his pants, though, and he couldn't deny that to himself anymore. He smiled as he saw her turn back to see where he was.

It was a knee jerk reaction to look for him, because he was always there. Even when they had different classes he managed to find her. His letterman's jacket found it's way around her frame as they stepped out into the chilly fall air. Her hair was whipping around her face, and the strawberry scent was going to be the death of him as he walked her to the glee room. She would never know that every song he sang was for her.

"Okay, guys, we're doing a new number that is unrelated to RENT. This is for one of our solo choices. I want to mix things up a bit. We all know Rachel and Finn have great chemistry, but we need to try new things also." Puck was grinding his teeth at the mention of his ex best friend ever getting with his new best friend as Mr. Schuester began handing out the sheet music. "Now, I know that Puck can sing Neil Diamond very well, so I was hoping you'd try your hand at some Billy Joel." He was looking at Puck with the most hopeful damn look, and Rachel was practically beaming as her friend stood to reach the mic.

"She's got a way about her

I don't know what it is

But I know that I can't live without her

She s got a way of pleasin'

I don't know what it is

But there doesn't have to be a reason anyway"

He sang evenly, eyes flashing to Rachel, hoping that maybe someday she would understand. She just had to understand, because this need was slowly killing him. She smiled at him, her lips moving to the words as he sang them.

"She's got a smile that heals me

I don't know why it is

But I have to laugh when she reveals me

She's got a way of talkin'

I don't know why it is

But it lifts me up when we are walkin' anywhere"

His life had always been one screw up after another. He had been suspended more times than he could count; he never once made honor roll; he managed to be shitty enough to not deserve a father; and all he had ever been good at was music. He had never given up on his musical ability. Somehow that ability had led him to Rachel, and he had never been more happy to not give up on something. His life had some sort of meaning as long as she was there to hum him to sleep, and keep him in line.

"She comes to me when I'm feelin' down

Inspires me without a sound She touches me

and I get turned around

She's got a way of showin'

How I make her feel

And I find the strength to keep on goin'

She's got a light around her

And ev'rywhere she goes

A million dreams of love surround her

ev'rywhere"

She had never been more amazed, not even when he sang Neil Diamond to her in front of everyone. He was nervous, that much she could tell, but he hadn't wavered. His eyes were locked on her, trying to keep her as an anchor from floating into a sea of uncertainty. She smiled at him, throwing him a life saver, and she knew that he understood. He always seemed to understand the little things she did. The way she twirled her hair when she read, and how she started cleaning when she was nervous. He got it all.

"She's got a smile that heals me

I don't know why it is

But I have to laugh when she reveals me

She's got a way about her

I don't know what it is

But I know that I can't live without her anyway"

The song ended and all the glee clubers clapped in happy surprise at how well he had done, no one more so than Rachel, who launched herself into his arms as he sat down in happiness over him getting a solo. He just hoped that someday she would finally get it. All of it.

"I take a day to tell myself

It's gonna end up fine

it's all part of some master plan

we're all a little lost inside

even if I run right now

swore you off

I'd still come back somehow

and here I am now"

The first time they ever fought was around two months after they began to be serious friends. They had gotten so used to each other that they hadn't ever experienced a true fight, one that would keep them from speaking to each other for three days. It had all been over Finn Hudson, and his stupid Prince Charming ways. He had been partnered with Rachel for some song that didn't matter, but it really grated Puck's nerves that they were working on it alone together.

"I just don't see why you have to go to his house to practice and shit." He said, eyes on the road as they road to school one morning. He ignored her disapproving look at his use of foul language.

"Because Mr. Schuester wants our performance to be flawless. While I know that you and Finn have hit a sort of rough patch in your friendship that doesn't mean that I can't still be friends with him." She said in her calm way that just seemed to irritate Puck more.

"Cut the shit, Berry. You just want in his goddamn pants." Puck growled as they pulled into the school parking lot, and Rachel gave him a scathing and somewhat hurt look.

"There is nothing but friendship between Finn and I, Noah, and if you don't believe me then I suppose you don't trust me." She said quietly, pulling her bag up from his floorboards. He gripped the steering wheel, unable to rein in his anger.

"Well, I don't believe you, Berry. Not after you mooned over him for months." He said angrily, grabbing his Spanish book and jumping out of the truck.

That was the last that she had heard from him for three days. He didn't show up in Geometry anymore, and he skipped glee altogether. She made excuses for him, but everyone could see that she was falling apart at the seams again. She tried to make herself hate him, but she couldn't muster the courage, she just felt more heartbroken that he could walk away from her so easily, while she was left hopelessly in love with him.

He missed her. Every second of every one of those seventy two hours, he missed her. He didn't know what to do with himself without her. She was such a huge part of his life, she seemed to be as much a part of him as he was. He didn't know how to face her now that he had made such a huge ass out of himself.

It was a knock on her door that gave her some form of hope. It was a small, almost non existent knock. She leapt from her coma like state to open the door to reveal a pained looking Noah. He observed her, and how much she looked like hell. She had bags under her eyes, and her nose was runny, but he didn't care, because she was really there in front of him.

"Hey, Berry." He said slowly, watching as her face went from one of disbelief to complete and utter anger.

"Who do you think you are, Noah Puckerman? You can't just not talk to me for three days then expect to waltz right back into my life! You really hurt me, Noah." She said, her voice growing incredibly small, and causing him to wince at the pain on her face.

"I know, Rachel. I'm sorry. I just... I didn't want to lose you. You're the best damn friend I have ever had. It figures that I would screw that up too." He said, wishing that she would look at him, instead of her bare feet. She flashed her eyes up to his and saw that he really meant what he was saying to her.

"You're my best friend too, Noah." She said quietly, and stood out of the way so that he could follow her into her home. He smiled down at her, throwing an arm around her small shoulders as she leaned into him, breathing in the scent that she had so craved over the past three days.

"I take a day to soak you in

for a while

I'm hanging on the best I can

let go

cause maybe if I felt it once

Then I could somehow feel it again"

It was an average Sunday when they sat in her backyard. It was a warm day for early spring, and the sun was bright, and spread out over her body. She had a book in her hands, but he knew she wasn't reading it. He was watching her close her eyes and allowing the sun to hit her pale face. It was with a burst of energy that she began to laugh, and for some reason he had to laugh too, at absolutely nothing.

She traced his arm with her small finger tips, allowing his warmth to warm her cool hands. She was leaning against him, his fingers tangled in her messy hair. It was just another Sunday, but it was different, and they could both feel the change within them. They had known this was coming, but that didn't mean they were anymore prepared for it.

"Noah?" Her soft voice sunk deep into his conscious and he looked down at her, an eye brow raised as usual. "Yeah, Berry?" He asked slowly, his voice gentle.

"It's all changed for me. This friendship isn't just friendship for me anymore." She said softly, in a sad tone. She had to tell him before it suffocated her. She knew that this probably meant that she would lose him, but she couldn't pretend anymore.

He looked down at her, not letting go of her as he studied her scared face. She thought he didn't want her. If only she had known all this time how all he ever thought about was her. She was so beautiful, and he brushed a piece of hair from her face.

"It changed for me too, Berry." He said, taking in her reaction as it changed from sad to confused to hopeful. She reached a hand up to touch his face.

"You're my everything." She smiled, laying herself against his warm chest. He felt his heart swell as he looked down at her dark head.

"I love you too, Berry." He said, and she looked up at him, her mouth open in a 'how'd-you-know-that?' way. "I understand you, Rachel, I can read between the lines." He grinned and she flung her arms around him, planting her lips against his fiercely.

"Everry time you walk in the room

can't help myself

I wanna be with you"

He wasn't sure when everything had changed, but he was sure glad that it did.