Hello all! I have another oneshot for your reading pleasures. First off, I own nothing. Second, this fic is VERY M-rated for language & sexual content and does involve a threesome. If this offends you please don't read. =) Let me know what you think. And the reason for this story was a prompt "vacation" and had originally started out with a Santana/Rachel (who I'm obsessed with their becoming friends now. Lol) and of course Puckleberry because they seem to slip into everything I write. Lol. But somehow it became more and involved into this. Sometimes you just have to let the story go the way that it wants to. Enjoy!

"C'mon Berry, loosen up." Santana shook her head. "We're at Spring Break in Cancun. This is supposed to be a vacation. Even you can loosen up a little here."

Rachel looked down at the Bermuda shorts and polo shirt before glancing around to the other girls who wore bikinis with no shirts and if they wore anything over the bottoms it was short shorts or short skirts. Santana was right. She didn't fit in here at all. Why had she let them convince her to come?

But she knew how they'd convinced her. It was their last spring break together before they all went off to college so why not go to Mexico where they could legally drink and party together. But she wasn't a partier – she'd never been. So what was she doing in Cancun on Spring Break? Two words – Noah Puckerman.

As if he could read her thoughts he looked up at her, that infamous smirk on his lips. That damn smirk. She blamed it for her being there. For weeks he'd been telling everyone that there was no way that goody-two shoes Rachel Berry would go with them to Cancun, all the while with that smirk on his face. She couldn't help it. She had to prove him wrong. So she'd said she'd go and now here she was regretting that choice. Damn Noah and his smirk.

Rachel turned away from Puck to face Santana once again. "Fine, you tell me what I have to do to loosen up and I'll do it."

Santana's grin was quick and wicked. "Anything?"

Rachel should have been fearful, but for some reason she wasn't. For once in her life she wanted to just let loose, like Santana wanted her to. She nodded. "Whatever you tell me I have to do."

Santana looked at Brittany, linking their hands together. "Okay Rachel. You asked for it." She grabbed Rachel's hand with her free one and pulled her towards their hotel.

"Dude, who's that with Santana and Brittany?" Matt nodded towards where the girls had just walked out of the hotel and onto the beach where they sat.

Puck pushed his sunglasses down his nose so that he could get a better look. "Damn, whoever she is, she's hot."

Finn started laughing. "Guys, that's Rachel."

"No fucking way." Puck couldn't help it, his jaw dropped as he realized that Finn was in fact correct. The girl with Brittany and Santana was Rachel, but she looked so different. He didn't even know that he was walking towards her until he was standing in front of her.

Damn, she looked good. Her long hair was down like it usually was, but there was something different about it. It looked bigger and he thought that it might be parted differently. But forget her hair it was her body that he was so focused on. She was wearing a black string bikini that barely covered the necessary parts and who knew that she'd been hiding that body under those clothes.

Rachel pushed the large sunglasses down her nose so that he could see her eyes which, hot damn, had been done up with something that made them seem bigger and more mysterious. "Is there something you wanted Noah?"

Oh if she only knew. He wondered for a moment what she would say if he told her that he wanted her. He knew what the goody-two shoes Rachel would say, but this obviously was not the same girl that had left Lima with them. Instead he just shrugged. "Lookin' good babe."

Rachel rolled her eyes before pushing the glasses back up the bridge of her nose. "Whatever." She turned to Santana. "Didn't you say something about getting a drink?"

Santana smirked at Puck as if she knew what he was thinking, and hell she probably did. "Sure, we'll go grab something. Later Puck."

Puck watched them walk away, fighting not to whimper at the sight. Good God, Santana knew what he liked and he'd bet that she'd had that in mind when she got Rachel ready (because there was no doubt in his mind that it was Santana's doing) just to drive him crazy. And drive him crazy it was. The thought of his on-again, off-again fling hanging out with Rachel (and her looking like that) was doing things to him that he'd never thought could have been done just by watching them walk away.

"So what's up with that?" Quinn asked as she walked up, looking after the girls.

Puck didn't even look at her, his eyes still following the girls. "I think that's Santana's payback."

"Payback for what?"

"For everything," he practically growled as he turned to look at his ex. "You know how she is."

"Do I ever." Quinn laughed before tossing her hair over her shoulder. "Well I'm gonna lay out and get some sun. Finn," she called over her shoulder, "can you help me with my sun block?"

Puck rolled his eyes as he watched his best friend jump up and run over to where Quinn had set her towel. Finn was even more whipped this time around now that he'd forgiven Quinn. He just didn't get it. Actually, maybe he did. He turned his head to watch the girls as they leaned against the bar, flirting with the bartender – even Rachel. Damn if girls just didn't have a way of fucking with a guy's head.

Rachel took a sip of her drink and decided that she liked the fruity concoction. "You're right. I can't taste the alcohol."

Santana grinned. "I told you. Just stick with me and I'll show you. Not all alcohol tastes like shit and these will fuck you up." She turned slightly, glancing over her shoulder. "He's still staring."

"Who?" Rachel turned, intending to follow her gaze but was stopped by Santana's hand on her arm.

"Don't look." Santana laughed, running her finger down Rachel's arm. "Puck's still watching us. Don't tense up. It's just for his benefit, I promise."

Rachel shivered a little. "Is that why you did this?" She gestured to herself.

"Maybe a little, but I really want you to have some fun Rachel." Santana smiled. "And it's not like I haven't noticed the spark between you and Puck." She shrugged. "Not that I don't totally get it. The boy is smoking."

Brittany nodded. "Hot beyond belief." Then she turned her attention back to the bartender who she'd been flirting with.

"Well if Brittany says it, it must be true." Rachel laughed, rolling her eyes. "Noah just wants to get in my pants."

"So? What's wrong with that? It's not like you're a virgin anymore since Finn took care of that little issue last year."

Rachel could feel a blush rising across her face. "Finn and I were in a committed relationship – something that Noah knows nothing about. I'm not just going to sleep with him because he wants to."

Santana rolled her eyes. "Sure, whatever you say. Just keep drinking. We'll see how you feel about it a little later."

Rachel raised her drink to her lips and taking a bit drink she couldn't help but glance over her shoulder towards where they had left Puck. And sure enough he was watching them. Before she could look away their eyes met and although she could deny it aloud to everyone else, she couldn't deny the sparks that were flying between them.

Puck watched as Santana helped an obviously drunk Rachel towards the hotel in which they were staying. Rachel was stumbling a bit and Santana had her arm around the other girl as they staggered towards the door. He couldn't help but smile. So Santana had managed to get Rachel drunk. Well there was no way that he was going to miss out on the fun. He stood quickly, calling behind him as he walked, "I'll see you guys later." He ignored his friends as they called after him.

He caught up with the two girls as they reached the door and he quickly opened it for them. "Here, let me help."

Rachel looked up at him, her eyes a bit glassy. "Noah! I'd wondered where you'd gotten to."

Santana laughed. "She's had a bit to drink so I thought I'd bring her up to our room before she does something stupid."

"Or is it so that you can keep her all to yourself?" He raised his eyebrows at her. "You forget who you're talking to. I know how you work Santana."

"What are you guys talking about?" Rachel sighed heavily. "I don't appreciate being left out of the conversation."

"It's nothing babe. Let's get you upstairs." Puck reached down and scooped Rachel up in his arms, laughing when she squealed. "Calm down, Berry. This will be faster." He walked across the lobby and gestured with his head for Santana to press the button.

"You realize that I never invited you to join us, right?" Santana asked, her eyes narrowed.

"Well there are two of you." He looked down at Rachel. "Berry, is it okay if I come up with you guys?"

Rachel sighed as she wrapped her arms around his neck. "Absolutely." She paused. "You sure are nice to look at Noah."

"Nice to look at? Babe, are you a middle aged man? The word is hot." Rachel seemed to find his words funny as she began to giggle. Puck shook his head, a smile sliding across his face as he met Santana's eyes. "Has she been like this the whole time?"

Santana shrugged as they got onto the elevator. "Ever since the second drink. She seems to be a happy drunk."

"Second drink?" He looked down at Rachel. "And how many drinks did you have?"

"Umm…" Rachel let go of his neck, raising her fingers as she counted. "Six?"

Puck's eyes widened. "You let her have six drinks? What were you guys drinking?"

"Sex on the beach." Santana shrugged. "I had the bartender putting more juice than alcohol starting with the third one. It was probably the equivalent of three, maybe four drinks."

The elevator dinged, letting them know that they'd reached their floor. Another minute later and they were safely inside the room. Puck had to fight back a moan as he tried to set Rachel on the ground she clung to his neck, her body sliding down the length of his.

"Noah, can I ask you something?"

Puck could barely breathe as he nodded. "Sure, babe."

"Will you kiss me?"

He knew that the shock was clear on his face as his gaze jerked up to Santana's who just shrugged, a smirk on her face. He looked back down at Rachel, almost afraid that he'd heard her wrong. "You want me to kiss you?"

She nodded meekly, her eyes on his chest.

"Hell yes I will kiss you." Puck laughed as he lifted her chin with his finger, his head lowering to brush his mouth across her lips. His hands clenched on her hips when she moaned as his tongue met with hers. She was going to fucking kill him. One kiss and he was already hot.

He heard Santana move, but didn't lift his head. At this point he didn't care what the hell she was doing as long as Rachel kept kissing him. Oh hell, whose hand was sliding across his stomach? Shit, it had to be Santana. She was going to fuck this up for him and he was going to have to kill her.

When Rachel pulled back he actually groaned and had to fight to keep himself from screaming at Santana. Rachel's eyes were curious as she stepped back a bit, her eyes on Santana's hand. "What are you doing?"

Santana stepped around so that she and Rachel could see one another. "Well you guys are the ones who started making out while I was still in the room. I want in on the action to."

Rachel shook her head. "I don't like girls."

"Everyone likes girls. You just have to give it a try. You won't know until you've tried." Santana tilted her head to the side. "And if you're gonna try you might as well make sure it's with someone as hot as me."

Puck shrugged. "She has a point."

Rachel looked between the two of them, her reactions slowed by the alcohol. "So you're saying that you want the three of us to…"

"Hook up, Berry. The word is hook up." He laughed.

Rachel stood there, her eyes going back and forth between the two. "I don't know."

Santana gave her a small smile. "C'mon Rach, remember what you said earlier? That you'd do anything I said to help you loosen up? Haven't I been right so far?"

Rachel shrugged. "Yeah."

"Well then I'm telling you now that this will really help loosen you up. And part of loosening up is trying new things."

"Plus how can you really say no to this?" Puck gestured between himself and Santana.

Santana glanced over her shoulder at Puck, grinning as she rolled her eyes at him. She turned back to Rachel, awaiting an answer.

But Rachel just stood there, looking between the two. It was as if she couldn't make up her mind. Well, that was a start at least.

Puck stepped behind her, gesturing to Santana. "Let's just start with a kiss and see how you feel then. If you don't like it, we can stop." Puck pressed himself against Rachel's back, his hands brushing along her hips.

Santana stepped closer to Rachel, moving slow so as not to spook her, and leaned down to press her lips to the other girl's. When she didn't pull away she ran her tongue across Rachel's lips and almost moaned when Rachel opened her mouth and their tongues met for the first time.

Meanwhile Puck had linked his hands with Rachel's. He traced their linked hands over Santana's sides before pulling her closer to Rachel so that the girls were pressed as close together as they could be. He watched as they kissed, the kisses growing deeper and deeper. Finally he trailed their joined hands up her back to the ties on her top, loosening one and then the other until the top fell off.

Rachel moaned as Santana's bare breasts rubbed across the bare skin on her chest. Santana smiled against Rachel's lips as she reached up and untied Rachel's top, tossing it off to the side. She pulled back and lowered her mouth, taking one of Rachel's nipples into her mouth while working the other with her fingers.

Puck felt himself growing even hard, harder than he had when they'd started kissing. He ground himself against Rachel, his hand sliding around her and down her bottoms. He rubbed his finger against her clit as he kissed along her neck. Her hips jerked and Santana rubbed herself against his hand as well.

Well hell, he had two hands – there were two of them. Any idiot could do the math on that one. His other hand slid around the other side of Rachel and under Santana's bottom. Working both hands in tandem he fingered their clits before sliding one finger into each of them. He had to fight back a moan as they both moaned aloud, Rachel throwing her head back. He worked his fingers in and out of them until he knew that they were about to explode. He slid his finger out, instead rubbing along the clit again.

Rachel was the first one to come, her body shaking as she screamed out Puck's name. Seconds later Santana bucked against his hand, moaning something in Spanish that neither Puck nor Rachel understood (nor did they care). Santana put her hands on the side of Rachel's face, kissing her roughly before sliding her hands down to untie her bottoms. They fell between them, unnoticed (by Rachel at least. Puck damn well noticed.)

Santana slowly began to kiss her way down Rachel's body until she was kneeling in front of her. Puck took this as his cue to step away, stepping out of his swim trunks at the same time. He settled himself on the edge of the bed to watch the show. Who'd have thought that he'd end up having a threesome on Spring Break – and with Rachel and Santana at that. He, himself, would never have guessed it and he was sure that none of his friends would either. Two years ago during their sophomore year he'd been asked to write down his dream was a threesome and here it was coming true. He was surely in heaven.

Santana kept her eyes on Rachel's as she flicked her tongue out and across Rachel's clit. Rachel moaned, her knees buckling and she slid her hands into Santana's hair. On the bed Puck took himself in his hand and began to stroke as he watched Santana's tongue glide over Rachel's center before delving in for a better taste. He moaned aloud with Rachel, keeping tempo with Santana's tongue on Rachel. Rachel's eyes had slid shut and her head had fallen back.

Fuck. Puck was surprised he didn't come then and there at the sight of Santana between Rachel's legs and Rachel enjoying it so thoroughly. It was so fucking hot. But he wasn't able to last much longer especially when Rachel came, her hands tightening in Santana's hair and screaming out the other girl's name. It was Rachel saying Santana's name that brought him. He came hard and fast in his hand.

Looking at them he knew he had to fuck Rachel now. But first he needed to take care of the mess that he had made. He ducked into the bathroom, grabbing a hand towel and cleaning up himself. He came out of the bathroom to find Santana and Rachel twined around one another as they kissed. Although it shouldn't have been possible he was already growing hard again.

He walked over so that he was behind Rachel, grinding against her backside as she and Santana broke their kiss. He wrapped his hand through Santana's hair and pulled her face towards his. Their lips met over Rachel's shoulder and damn if she didn't still taste like Rachel. Still kissing Santana he linked his hands with Rachel's again, leading them to the ties of Santana's bottoms. The scrap of fabric was quickly dispensed of Puck broke the kiss.

He leaned close to Rachel's ear. "Touch her. Feel her, how wet she is for you." He led Rachel's hand to Santana's center, showing her which finger to use (the middle one of course) to run across her slit. All three of them moaned together as Rachel did so. "Now like this." Puck led Rachel's hand to Santana's clit, showing her how to flick it over the bud.

Rachel has always been a quick study so it was no surprise that she soon had Santana grinding against her hand. Without even being told Rachel slipped one finger inside of Santana, moving it slowly in and out of her. A smile slid across her lips as she listened to Santana's cries.

At that point Puck could take no more. If he didn't get inside of Rachel he was going to explode. Wrapping his arms around Santana so that he held both of the girls in his arms he began walking them towards the bed. When Santana's knees hit the mattress she slid up and onto it, her knees bent so that Rachel was between her legs.

"What are you doing Noah?"

"We're gonna fuck babe." Puck has to laugh at the look Rachel gave him. "I know you don't like my wording. You just worry about Santana and let me worry about you." He pushed Rachel over so that she was bent over Santana, grabbed her hips and slid into her.

He couldn't help but groan at how tight and wet she was. His eyes shot up to meet Santana's, who had began to mewl softly again and it was because Rachel was now using her tongue on her. Oh fuck. Rachel fucking Berry was going down on Santana. He pulled back before plunging back into Rachel's wet heat. He set a tempo that was hard and fast, Rachel pushing back against him as he thrust into her.

Santana was the first one to come, Rachel's name on her lips before she collapsed back on the bed. Puck reached around, his hand flicking across her clit as he thrust into her. He knew that he was close and he wanted her to come first. With just a few flicks of his fingers she came, spasming around him and causing him to come himself. He pulled himself and Rachel up onto the bed beside Santana.

He rolled Rachel so that she was lying on his chest and leaned down to kiss her. How fucking hot was it that she still tasted of Santana. If he wasn't so wiped he was sure he'd be hard again. "Damn babe. That was hot."

Rachel giggled, burying her face against his bare chest as Santana wrapped herself around Rachel. The three of them fell asleep tangled up with one another and not a care in the world.