And here is the firth instalment...from the bottom of my heart thank you all for your awesome reviews, for subcribing to an alert or adding me as a fav author/story....Im beyond words excited and motivated to write more of this awesome pairing cause of your overwhelming response!!! Thank you thank you thank you!!!! Now on to the story...and I hope you enjoy!

The fifth time Noah "Puck" Puckerman and Rachel Berry didn't have sex was right after they lost Nationals in Orlando, Florida and because Noah had a crisis of conscience.

They had lost Nationals, and not from a lack of hard work, the winning team was just better. New Directions came in third, an excellent finish for a brand new show choir. Their story made them a hit with the local press covering the competition. A) They had only been together a short time, and yet they had made it this far. B) Their choir was one of the most diverse clubs in this competition; Asian, Hispanic, Jewish, African American, handicapped etc. C) One of the lead vocalists was a very pregnant, very talented young girl, ready to give birth any moment. But mostly the talent that surged through this group was unlike any that had been seen in years.

They may not have won the competition, but they won the hearts of the audience and fans that followed the show choir circuit. The kids were disappointed they didn't win, but Mr. Schue cheered them up with a great speech that even had Rachel smiling at the end and saying, "We did do great didn't we Mr. Schue?"

Satisfied with a job well done the kids took off to enjoy their last full day in Orlando, heading out to Disney World. They split up into smaller groups and each went to parts of the park that attracted them. Finn, Matt, Mike, Puck and Tina ran for the rollercoaster and more daring rides. Santana and Brittney went to one of the other parks, having just been to Disney with the Cheerios a few months back. Quinn, Mercedes, Rachel, Kurt and Artie went to all the shows and on a few of the gentler rides that were pregnant friendly and handicapped accessible.

They met up at 3pm and had a late lunch/early dinner. Quinn had been snacking all day, insisting the baby was famished from all their hard work the past few days. Everyone happily indulged the mother to be, who had recently agreed to an open adoption with Pucks blessing. They had chosen a local couple who lived a few towns over, established members of the sister synagogue Noah and Rachel belonged to. The family was reliable and has deep roots in the community. Puck and Quinn didn't need to fear this couple would keep them from being a part of their child's life.

After the meal they split off again, couples went on their own to enjoy their last few hours before heading back to Lima.

Noah and Rachel headed back to the hotel so they could hang out down by the water. Living in Lima, they didn't get to see an Ocean often, so they decided to take advantage of their alone time down on the beach by the shore.

Finding a secluded spot, out of the way, Noah pulled over a beach chair and sat down. Rachel sat between his legs, resting her back to his chest, her head falling back to rest on his shoulder. Noah wrapped his arms around her and brought his lips down to her ear, "Good day today babe?" he smiled into her skin, placing a soft kiss to her check.

Rachel gave a content sigh, "Really wonderful Noah!" She smiled dreamily at the horizon. They sat in silence passing a comment here and there.

After the sun set Rachel turned slightly in Noah's arms, cuddling into his body heat. He chuckled slightly "Cold Baby?"

She looked up at him and smile fondly, "A little, but I'm good were we are." She told him not wanting to move from their current location.

Noah smiled down at her, pulling her closer to him to share more of his warmth.

She inched up his chest and brought her lips to his, giving him a few soft kisses. He raised one of his hands to cup her cheek and urged her to deepen the kiss. Happily she complied with his request. She brought her right hand up to his shoulder to help give her some leverage so she didn't slide down his body. Her other hand roamed over the hard plains of his hard chest.

Noah swept his tongue across her lower lip seeking access to her mouth. Hungrily her mouth opened inviting his tongue to dance with hers. She moved restlessly in his lap, her hip brushing against his hardening erection. A soft moan of pleasure escaped both their mouths. She rubbed her thighs together to try and relieve the ache she could feel burning deep inside her body.

"Noah!" she panted when they finally broke their kiss for air. Her eyes falling shut and her head tipping backwards as his mouth explored her neck. He left hot kisses across her throat, traveling up to her ear.

"Rachel, god you're beautiful!" He loved the sight of her in his arms, losing herself from just a simple kiss.

The hand that had been exploring his chest slid down to the top of his jeans, her other hand joining her as she began to undo his pants.

Noah's head dropped back on the beach chair, he bit his lip in anticipation. They had been dating for 7 months now, officially. There was so much heat and chemistry between them, everyone in Glee had commented on it at one time or another. When they were alone they both had a hard time keeping their hands to themselves. Yet they had never gone as far as things appeared to be heading.

Noah had taken his time with Rachel. He wanted things to be different with her. In the past he's made too many mistakes, never given a real relationship a chance, but he wanted things to be different with Rachel.

Reaching down her stilled her movements. "Babe, are you sure about this?" He was looking for something to tell him they were ready for the next big step. He wanted her so bad it hurt, physically hurt, but this wasn't about him. For once in his life he was putting someone else's needs first.

She bit her lip, looking up at him through veiled lashes, "Yes Noah. I want you; I want to be with you." She finally met his eyes. "I'm ready to…you know…for us to…do it!" She couldn't say the word sex.

He had his answer. It didn't hurt like he thought it would. In fact it made him all the more turned on by her and even more determined to show her what she really meant to him. He smiled down at her, brushing a few strands of her dark hair behind her ear.

"You're not ready Rachel." He saw the confusion, and maybe a little hurt, cross her face. "Your statement just proved it to me." He felt her begin to turn away from him, but he held onto her tightly. "You can't bring yourself to say the word sex. That tells me you're not ready to have sex."

She looked up at him defiantly, "I can say sex!" She whispered out the last word.

He couldn't help the laugh that escaped his mouth; she was just so damn cute. Rachel looked hurt by his response, that had not been is intention. "Baby, this will be your first time. And I don't want you to regret it when we do sleep together."

Her head whipped up to stair him in the eyes, she brought her hands to both of his cheeks and made him look her in the eyes, "Noah Puckerman, I will never regret anything I've ever done with you, now or in the future." She told him sternly. Rachel never wanted Noah to feel less than what he was, she knew too many people had put him down in the past. She vowed she would never be one of those horrible people.

He smiled warmly at her, "I know Rachel, and I feel the same way." He gave her a quick kiss before continuing. "You're different than anyone else I've ever been with. Special to me like no one else had ever been." He liked the look she was giving him now. "I can tell you're not ready for the next step, and I'm not going to rush you before you're ready." He ran a reassuring hand up and down her back. "I want your first time to be special, perfect. I don't want it rushed on the beach, or awkward and uncomfortable in my truck, or because one or both of us had too much to drink."

Rachel felt her heart skip a beat at his words. She was also pretty sure this was the most she'd ever heard him talk, and the least she'd ever said.

"I'm willing to wait for you to be ready. You mean too much to me." He looked away, this was so unlike him. The Puckerone didn't poor his heart out to anyone, and he defiantly didn't turn down sex. But at this moment he felt for the first time what is must be like to actually like yourself. He was doing the right thing for Rachel and it made him feel good inside. 'God she was turning him into such a woman!' He found that he didn't really care too much about that fact at the moment.

"I want to be able to say those three words every chick wants to hear. And while I do feel it for you, I'm still not able to say those words." He was the tears in her eyes but continued on. "You've changed me Rach, for the better. I'm still learning to love myself. Something I couldn't do 8 month ago. But because of you, the way you see me, and the way you make me feel, I can see some of the good in me you are always going on about."

She smiled as a few of her tears rolled down her cheek, "You are so good Noah! There are so many wonderful things about you I love." She was free to be honest with him about her feelings now that he had opened up to her. She had held back her love for fear of pushing him away. But now that she knew there was the chance he felt the same for her, she felt empowered to be honest with him. "You are so amazing. I see so much potential in you. I know you are capable of such great things."

Gently we wiped away her tears. "And because of that, and so much more, I'm willing to wait." He gave her an impish smile, "I'm not saying it won't be hard, but I'm going to do everything in my powers not to screw this relationship up."

Giving him a nod of understanding she brought her head down to his chest and snuggled in closer to him. He wrapped his arms around her tightly. A feeling of peace and calm washed over him and he felt proud of himself for standing up for what was best for Rachel.

A few minutes of silence passed between them before Rachel spoke, "Does this mean we can't do anything?" She asked suggestively.

A rumble of laughter escaped Noah's chest. He looked down at her, "Hell no, I may be a changed man, but I'm no saint Rachel and you've got one smoking hot body."

She looked up at him with a huge smile on her face. "Good, cause there's a lot you have to teach me!"

He let out a growl of approval before leaning forward and kissing her with everything he had.

Noah and Rachel didn't have sex that night, or for a few more months. But prom was one hell of a night... and a story for another time.

And thats the end....did you enjoy...I hope you did..I had fun writing this for the challange I entered, even my other computer broke and I lots everything and had to re-write this story from scratch.....

Sequel...possible....Im working on something...but I dont like to post WIP, I hate to leave my readers hanging and I have a habit of giving up on stories if I don't love them.....I wont promise more on this...Im not that good w the sexy!!!! but we'll see!!!! Reviews are Love!!!!