Title: Everyone But Them
Rating: M
Pairing: Noah Puckerman/Rachel Berry
Warnings: sexual content, AU after Original Song
Disclaimer: Don't own 'em - not making any money off 'em. Dern it.
Summary: Everyone but Rachel and Puck sees what's between them.
Word Count: 1,482

Rachel never thought she and Quinn Fabray would ever be friends. Not only that, but Quinn was probably her closest girlfriend.

It all started during junior year when it was decided that the two of them would attempt to write an original song for Regionals. Talk about a recipe for disaster.

Their very short partnership came to an abrupt end when Quinn said some very mean, but truthful things.

Rachel didn't let on as she told Quinn she'd write the song herself, but Quinn's words made her think.

Finn was the kind of boy who would be totally content staying in a small town like Lima, Ohio. He didn't have much ambition or dream for anything bigger and better. Why was Rachel trying to saddle herself to a boy who wouldn't want to go to New York with her, and if he did go, he would probably feel out of place?

She needed to be with someone who wanted to get out of Lima as much as her, someone who dreamed he could be better. And Quinn helped her realize that.

After Regionals, where she sang "Get it Right" which was about focusing on the wrong guy and screwing up everything in the process, and after she was awarded the MVP award, she took Quinn aside and thanked her. She explained her realizations and Quinn seemed genuinely happy for her, and Rachel didn't think it was only because she wouldn't be going after Finn any longer.

When Jesse St James came back into her life, it was tempting to let him take her to the prom. In the end though, she decided to go in a group with Sam and Mercedes. She didn't want Jesse and wasn't going to lead him on.

The most amazing thing about prom was Kurt being named prom queen and Karofsky prom king. Karofsky chickened out of the dance, but Blaine led Kurt onto the floor.

Although Finn broke up with Quinn and hoped to get back together with her, Rachel turned him down as gently as possible. She didn't want to hurt him, but she no longer wanted to be in a relationship that wasn't good for her and had no future. He didn't take it well, promising her they'd never be friends again.

It hurt, but she wasn't backing down from her decision. It was her life and she wouldn't be guilted or blackmailed into living it in a way she didn't see fit.

Quinn didn't blame her for the breakup, probably because she believed Rachel truly had no more interest in Finn.

During the summer, she and Quinn became nearly inseparable and that closeness continued into their senior year.

Noah, who had been a good friend since they briefly dated, also became someone normally seen around her house. It appeared that without Finn as her boyfriend, their friendship blossomed because they didn't need to keep their distance to appease Finn.

Quinn didn't seem to mind Noah being around, so Rachel made sure to invite him whenever the two of them were doing something.

Noah could make her laugh like no one else and always seemed to boost her confidence. Although she had plenty of it when she performed, she seriously lacked it in everyday life, and he appeared to go out of his way to make her feel pretty and special. No one, not even Finn, ever made her feel so desirable before.

One day, Quinn asked, a puzzled frown plastered on her pretty face, "Why aren't you two together?"

Rachel looked at Quinn as if she was nuts. "Why should we be?"

As if talking to a five-year old, Quinn confidently answered, "Because you're perfect for each other."

Rachel brushed it off as Quinn being insane. No way was she and Noah perfect for each other. They tried dating and it hadn't worked out.

She ignored the fact that was two years ago, and both of them had dramatically changed since then.

It wouldn't be the first time someone asked why the two of them weren't dating. Almost all of the glee kids and even non-glee students would ask when they saw what they thought was natural chemistry. Every time, Rachel and Noah just rolled their eyes. They were best friends. There was nothing else between them.

Why couldn't people understand that?

When Rachel choked during her NYADA audition, she would only let Noah near her. Quinn tried, but it just made her feel bad. After all, she got into her dream school of Yale. Even Kurt tried, but again, it made her feel terrible because his audition was so amazing.

Noah was the only one who brought her any comfort. He held her, rocked her, as she cried in her bedroom. He rubbed her back and kissed her forehead and whispered soothing words into her ears.

It didn't change the fact that Rachel lost her chance, but it helped knowing that he was there.

Quinn, Noah, and Rachel went to prom as a group. Both Quinn and Santana were up for queen, but Quinn wasn't campaigning like she did the previous year. Popularity was no longer the most important thing to her. Popularity had been usurped by friendship.

When Quinn and Santana left to count the votes, Noah and Rachel found Kurt and Blaine. Kurt hoped he wasn't once again named prom queen.

After some time, Quinn and Santana were back, and Principal Figgins stood up to make the announcement. "Once again, it's prom anarchy. We have two unprecedented write-in winners. Prom king is Noah Puckerman."

Noah's eyes widened as students erupted into cheers. He went on the stage, and Rachel noticed Finn glaring.

Principal Figgins continued. "Your prom queen is Ms. Rachel Berry."

Rachel stood still, not believing her ears. She saw Quinn and Santana exchange secretive looks. Blaine pushed her forward to go up to the stage and she hesitantly walked. Noah took her hand as she was crowned and led her to the dance floor as Quinn and Santana began a rendition of Take My Breath Away.

Rachel swallowed nervously as she gazed into his beautiful eyes. "I can understand you being a write-in, but how could it possibly happen to me?"

Noah pulled her closer so she could feel ever every hard muscle in his chest and stomach. "Because they finally see you the way I do: beautiful and sexy.

Rachel blushed.

As the song came to an end, Santana shouted, "Berry and Puckerman! Do us all a favor and kiss already."

Quinn nodded as she took the microphone from Santana. "It really needs to happen."

Noah smirked and looked down at Rachel. "We better give them what they want."

Rachel opened her mouth to say she didn't know what when Noah's lips covers her own. Rachel allowed herself to finally feel what had been bubbling just beneath the service.

Noah's arms held her securely as he deepened the kiss. She moaned and tried getting closer, needing to feel his body pressed against hers as his fingers ran through her hair

Loud clapping pulled them apart. Although their lips separated, they didn't grace their audience with a look. Instead, Noah pulled her out of the room. Rachel knew Quinn would find another way home.

After they were sated in her bedroom, and Noah's arms held her loosely as he dozed – thankfully her parents were out of town – her phone beeped with an incoming text message.

U owe me a thx u. I should have been queen.

Rachel smiled and typed. Who was king?

Her phone beeped again. Finn.

Rachel giggled.

"What's with the giggle?" Noah asked drowsily.

Rachel pressed a chaste kiss to his lips and slapped his arm when his hand moved up to cup her breasts. "You're insatiable."

"When I have my hot little Jewish-American princess chick in bed, what do you expect?"

Rachel kissed Noah and allowed him to cop a feel as one of his knees slid between her legs and pressed against her core. She whimpered as he gently pressed his knee against her pelvis, writhing against it as a hand slid down her body.

She broke away, panting in his ear as his hands reawakened her body once again. "You know, we shouldn't have been king and queen. It was Quinn and Finn."

Noah smirked as his kissed her collarbone, trailing down to her breasts. They slid over her skin as he peppered light kisses, his hands still between her legs. "Considering how much Quinn has been pushing us together, I'm not surprised she faked the votes."

"We owe her a thank you and an apology. We should have listened to her when she said we belong together."

Noah nodded against her stomach as his lips and tongue joined his fingers.

Rachel arched her back, and forgot everything but his name.

There was time later to discuss what their future would entail.