It wasn't the first time Rachel saw her. But it was the first time Rachel remembered noticing her.

And she really wondered why she'd never noticed her before. Quinn Fabray practically begged to be noticed with her pink hair and her leather apparel. But the simple truth of it was that Quinn Fabray was simply too far down on the social totem pole for one of the most popular girls in school to notice her. And she'd probably have gone on oblivious to Quinn's existence if it hadn't been for Brittany. Rachel never skipped class and made sure to take care of her lavatorial needs during a study hall or lunch. But on this day Brittany chewed too vigorously on her pen and it exploded in her mouth. The teacher had experience with similar Brittany accidents so she knew two things: Do not send Brittany to the bathroom alone because she might forget what she had been doing before and not return to class and do not send Santana to escort her because that was an even better guarantee that they would disappear for the rest of the school day.

So the teacher had selected Brittany's second closest friend to escort her to and from the bathroom. Brittany had beamed at the teacher, grabbed Rachel's hand and practically pulled her out of her seat. Brittany's smile was infectious even colored with blue ink.

Brittany cleaned herself off and the girls were heading back to their classroom when there was a whirl of movement around the corner and a flash of bright pink hair, then a body slammed into the locker. Quinn sneered at the boy she'd shoved into the wall, removing her hand from his chest quickly and crossing her arms over her chest. "Stop fucking following me, Miles."

Miles Brody. Rachel recognized him as a second string footballer. The boy surged forward into Quinn's face, trying to intimidate her. Quinn didn't even flinch. "Come on Fabray, you give it up to anybody, everyone says so. Why not me?"

Quinn rolled her eyes. "I dunno. You smell. You're disgusting. Your hands are small and you know what that means. A million reasons. Pick one."

Miles furiously raised a hand and that's when Rachel decided to step in. She stomped her foot firmly on the linoleum floor and it echoed in the empty hallway. Both Quinn and Miles turned in surprise. Rachel placed her hands on her hips and scowled deeply. Without even a word Miles fled in a panic. He was not about to cross Rachel Berry when she had people like Finn Hudson and Noah Puckerman in her corner, not to mention Santana Lopez. Rachel smiled in triumph and rushed to Quinn's side. "Are you alright?"

The skin around Quinn's eyes crinkled in amusement and she looked down at the petite girl. "Rachel Berry, my, my. How chivalrous of you to step in on my behalf. I was handling it though."

"Hiya Q!" Brittany said brightly. The familiarity in Britt's voice shocked Rachel.

A softness fell over Quinn's face and she said softly, "Hello B."

"I'm glad you remember me! Sometimes I worried that you forgot me cuz we never talk and sometimes I forget people, but I never forgot you and I'd really really hoped you hadn't forgot me," Brittany said earnestly, taking a step towards Quinn and opening her arms to envelope Quinn in one of her bear hugs.

But Quinn took a step back and put her arms firmly against her sides. Brittany's face instantly fell in confusion and hurt, Rachel watched as something on Quinn's face cracked ever so slightly, but then she recovered quickly and she smiled. "I'd never forget you, B. I'll catch you later, 'kay?" And just like that she disappeared down the hallway.

Brittany looked at Rachel, forlornly saying, "She said 'later' last time but later never came."

Rachel didn't know what to say to that. She hadn't even known Brittany knew Quinn Fabray. Brittany did forget people sometimes, even people who she saw almost every day. If they didn't interest her (and people rarely interested Britt, not that she was mean to people) she didn't take the time to permanently catalog them. But she knew Quinn, had taken time to remember her. Even though Rachel had never seen them interact.

The two of them hurried back to their class, but for some reason Rachel had trouble focusing for the rest of the period.

.

At lunch Rachel arrived earlier than her usual lunch group and was tasked with finding an empty table for them to occupy. She wasn't surprised to see that their usual table was vacant, it was after all the cool table, but today her eyes travelled past it. She kept scanning the cafeteria until- there. Sitting alone at a table in the corner was Quinn. The girl had a book in front of her and she was sipping at a soda as she stared intently at the text. Without even being fully aware she was doing it Rachel crossed the cafeteria and delicately placed her tray across from Quinn.

Quinn looked up and the same amused expression she had worn that morning crossed her face. Rachel smiled openly at Quinn and in an almost nervous flurry she said, "Hello, Quinn Fabray. We did not formally meet this morning. Just to make sure I had the right name I checked the yearbook during study period, which was easy because Miles Brody mentioned your last name and Brittany addressed you as 'Q', although the picture in the yearbook is very different from your current appearance, you must have dyed your hair sometime within the last year and changed your clothing choices as well, because the girl in the picture had long blonde hair and wore a cream cardigan-"

"Berry, could you take a breath and stop commenting on the way I look?"

Rachel ducked her head and blushed furiously. What on earth was that? She'd never gotten so nervous in her entire high school career. Well...not since that first month. She was Rachel Berry for crying our loud. Captain of the Glee Club, unofficial manager of the Cheerios, the head of almost every club in McKinley High. She was popular and respected and she didn't get nervous. But something about the teasing sparkle in Quinn's eyes made Rachel's stomach flip and her words stumble.

"I apologize. In no way did I mean to offend-"

"You didn't offend me Berry," Quinn cut off again. The mirth was still on her face but Rachel could see an undercurrent of annoyance starting to bloom in her eyes. Rachel steadied her breathing. Stop making a fool of yourself, Rachel Barbra Berry. Calm down and focus. No tangents. I thought you kicked the habit.

She started again. "I just wanted to introduce myself outside of that rather heated situation. I am Rachel Berry."

Quinn chuckled softly and replied, "You do know that it's impossible to go to McKinley and not know who you are right? Top-of-the-totem-pole-Berry?"

"I know, but I wanted to meet you and figure that marching in just assuming you would know who I am would be extremely rude."

A coldness unlike anything Rachel had ever seen settled over Quinn's eyes and Rachel got a chill that was strangely familiar. "And why do you want to 'meet me' all of a sudden," Quinn asked in a flat voice. Her tone suggested that she didn't particularly care why and wasn't too pleased by the idea. Rachel had no clue how Quinn had gone from playful teasing to stone cold irritation, nor did she have any idea why. What had she done?

"B-because...you seemed nice and...a-and Britt likes you, and she's very particular," Rachel stumbled. But the truth of it was that she didn't know why she'd become do determined to get to know Quinn.

Quinn's eyes flashed and she snapped, "Well sorry to disappoint, but I'm not nice. And B shouldn't like me. I haven't talked to her in years." Rachel saw something that looked suspiciously like pain cross her face quickly. But then it was gone and Quinn was standing and picking up her things. "Nice talking to you short-stack. I hope it doesn't become a habit."

Rachel started to protest but Quinn was gone fast. All she could do was sit in dumb disbelief. What had she done wrong?

"Were you talking to the ice queen Fabray?"

Rachel turned to look behind her, where her two best friends Brittany and Santana were looking at her with their individual expressions of confusion; Brittany's eyes wide and mouth agape, Santana's eyes narrowed and lips pursed firmly shut. Rachel smiled warmly. Just about opposite in every obvious way except where it really counted. The cheerleaders souls fit together like puzzle pieces. At times their bond made Rachel envious.

"Hello? Earth to the little elf. I asked you a question Rach," Santana snapped as she placed her tray down where Quinn had been sitting with a loud clatter. Anyone but Rachel and Brittany would have flinched at Santana's tone. Instead Rachel looked at her coolly until both San and Britt had settled before replying, "Yes, I was talking to Quinn. After meeting her in the hallway I thought I could get to know her, but the instant I suggested anything of the sort she ran out of here for no reason."

"You met her in the hall?" Santana asked and she gave Brittany a startled look.

"I was gonna tell you but then we got distracted by sweet lady kisses," Brittany said with a pout. "Q was being chased by a mean footballer but Rach and I got him to go away."

Santana's face darkened for an instant, then it vanished and she shrugged. "Don't get bent out of shape, R. Queenie Quinn won't let anyone get past her glacier walls."

"Do you know her?"

Santana paused for a moment, then said, "She was our Cheerios cap for about a week in freshman year. That's about it."

"San, don't you dare lie," Brittany scolded. Santana crossed her arms over her chest and scowled deeply. Brittany turned to Rachel and said, "Quinn was our BFF all through middle school. We were gonna run McKinley together, but a week in she quit Cheerios and said we'd just hang out outside of cheerleading. But she stopped talking to us." Britt's eyes moistened and she bit her lip.

A memory tugged at Rachel but just as quickly her subconscious pushed it away. Both Brittany and Santana watched her face apprehensively for a moment. Rachel gave them both puzzled looks. "What are you staring at? It's not like I'm mad I didn't know you were friends. I didn't know either of you until about a month into high school."

Brittany and Santana exchanged a look and wordlessly agreed to leave it at that. It was, however, not in Rachel's nature to do such a thing.

.

Quinn was finishing lunch in the library for the first time since freshman year. She was not pleased to say the least. Stupid Rachel Berry and ruining her system. She just wanted off the radar. Bad enough B had tried to strike up a conversation as if nothing had happened since they were fourteen. It'd taken almost three months of eating in the library and a complete ice out for San and Britt to try to stop contacting her. If the hobbit had ruined all that, Quinn was going to kill her.

The bell rang and Quinn headed off to her customary place under the bleachers. Quinn had a deal going with all of her teachers: she would keep getting straight As and come in for tests and turn in homework every day in their mailboxes in the office and they'd mark her in attendance every day. The only annoying teacher who hated this arrangement was her Spanish teacher, a young and optimistic man named Mr. Schuester. He made her come to his classes every damn day, or else he'd give her detention. He thought that he could make Quinn some sort of case of his and "save her", never mind that she was one of his best students anyway. He even tried every few weeks to get her to join the obnoxious Glee Club. Quinn wasn't about to join the second most popular club in McKinley. Not even for special treatment and no detention for the rest of her school career.

Mr. Schuester was fucking infuriating. Quinn didn't know what Ms. Pillsbury saw in him.

When Quinn got to the bleachers the band of Skanks was already there. Quinn was their unofficial leader, but the great thing about the Skanks was that they didn't expect a thing from her. It was a gang of three girls whose sole goal in high school seemed to be no bathing and to be as outcast as they could possibly be.

Quinn understood not wanting to be part of the crowd. But not to be contrary, like the other three girls. Quinn just really hated having to interact with people.

Their names were Sheila, Ronnie and The Mack. Quinn didn't talk to them much, which they seemed to take as a sign of her authority. It helped to have a posse. If they felt their leader was threatened they converged like worker bees and attacked. Just another line of defense to keep people away from Quinn.

The Skanks acknowledged Quinn with nods and went back to talking about how lame everyone else was. Quinn sat down on the couch she'd acquired for them about a year ago and began to read again.

But apparently this day was cursed.

Mr. Schue, in all his mostly imagined authority, just happened to be walking by. Quinn could tell he was already in a bad mood, probably from another meeting with Coach Sylvester. Even though the Cheerios and the Glee Club shared a good fourth of their members Schue and Sylvester hated one another. Sylvester liked to bug Schue as much as possible every chance she got without actually sabotaging Glee Club. And she was always trying to get her favorite three students to quit Glee and devoted all their time to the Cheerios. But Rachel Berry's first love was song so she never would.

So Mr. Schuester was having one of his tantrums and when he saw the Skanks he zeroed in on Quinn and angrily marched up to her. "What do you think you're doing Ms. Fabray?" He demanded. Without even waiting for an answer he grabbed the fabric on her shoulder and hauled her to her feet.

"Assault!" Quinn growled at Mr. Schue.

Schuester just shook her, eyes angry and disappointed, and rose his voice to accuse, "You could be so much better, Quinn. I don't understand you!"

"Understanding me is not a requirement," Quinn replied. Her Skanks hung back but were obviously frustrated that they couldn't defend their Queen. But even they wouldn't stand up to a teacher.

"What do you think you're doing, marmalade head?" Quinn and Mr. Schuester turned in surprise. Sue Sylvester stood with her hands on her hips at the entrance to the bleachers. "Is your new hobby accosting young ladies on school property? Moved on from the young boys, have you, Will?"

Mr. Schue immediately let go of Quinn but he stood his ground. "Quinn was ditching classes again, Sue. I was taking her to the principal's office."

"Seems to me you were just yelling at her very unprofessionally," Sylvester said with an evil smirk. "Is she even one of your little chirpers? I thought Fabray was one of the students who had enough sense to stay far far away from your little club."

"She's not in Glee but she's still my responsibility as one of my students. I can't stand to see her throw away her potential."

Coach Sylvester turned cold blue eyes to regard Quinn. "Fabray, how are your grades?"

"Straight As, Coach," Quinn replied automatically. Even though she had only been a Cheerio for one week, Sue Sylvester was still Quinn's coach as far as she was concerned. Sue smirked and turned back to Mr. Schue.

"Seems that little Quinnie here is smart enough that she can fly through school without listening to the insipid drawling of the idiot faculty and she knows it. In my book that makes her the most intelligent student at this school, even if she did stupidly quit my Cheerios."

"There are rules," Will protested angrily.

Coach Sylvester took a step forward and lowered her voice. "Let me tell you a little something about rules and special people, Will. Special people like me and Fabray don't have to follow rules. Rules are for the sheep who can't figure out that two plus two equals four unless they're told. Fabray already gets the world and she uses that knowledge to do as she pleases. She'll get somewhere with that, even if her hair is the color of Pepto Bismol and she tattoos a piece of bacon across her forehead. You on the other hand will be stuck teaching mindless teenagers how to wipe their butts for the rest of your life. God knows what Berry, Pierce and Lopez see in you."

Schuester puffed up with indignation but didn't have a rebuttle. With one final glance at Quinn he fled. It was impossible to battle Sylvester on a good day.

"Thanks, Coach," Quinn said softly. Sue eyed Quinn with narrowed eyes, then nodded. "You're still one of mine, Q. As much of a failure as you were for my expectations." Quinn fidgeted under her coach's gaze. She always got the sense that Sue could read her thoughts and that was a scary idea. Coach Sylvester kept eying Quinn, then said, "Come with me. If Schuester goes whining to Figgins I can say I punished you with manual labor."

With that Sue turned and started to march away. Quinn didn't hesitate to follow for an instant. Coach had done her a huge solid and she wasn't going to mess it up by not doing what she asked for the day. Coach Sylvester lead her toward the locker room and Quinn assumed she'd be picking up towels and throwing them in a washer for the next hour. But when Quinn entered the locker room she froze. The entire Cheerios squad plus their student manager Rachel fucking Berry were assembled and waiting. When the coach saw Quinn's shock she grinned devilishly and said, "I arranged for a free period for the Cheerios and Twinkles to practice today. They're horribly unprepared for even the smallest of cheerleading competitions this year and nothing says 'work harder' than a few punishment practices right after lunch."

"And you want me to do what?" Quinn asked flatly, trying hard not to look at the three girls standing in front who were now staring at her intently.

"Teach the loser freshman that cheer you were working on before you bailed on the one good thing you could have had at this school."

"Are you crazy?" Quinn asked before thinking. "That was over two years ago. Why on earth would you expect me to remember?"

"Because you had the most potential for a star cheerleader I have ever seen. Maybe not the most athletic girl, but you were a captain before I even handed you the title," Sue said sharply. Quinn flinched but tried to hide it, crossing her arms protectively over her chest. The most annoying thing about the entire situation was that she did remember the damn routine. Sue didn't even have to be told.

"What makes you think I'll do this? I'm not a Cheerio."

"Seems to me you owe me one. I could have you little perfectly sculpted butt in detention before you could trip into another scruffy leather-clad boy's arms."

Quinn lifted her chin defiantly but didn't say a word.

"Alright, groups of three," Sue yelled and all her Cheerios began to scramble. "Advanced with B, normal with S, failures with Q. Twinkles, make sure everyone's doing what they need to do. Becky, with me. We have files to shred." A girl Quinn didn't know rushed after Sue eagerly.

A group of girls stood expectantly in front of Quinn, either confused or nervous or openly sneering at her appearance, obviously doubting her cheerleading abilities or convinced Coach Sylvester was setting Quinn up for failure. Quinn ground her teeth in frustration. Well, if she was going to do this, these little freshman were not allowed to doubt or talk back. Quinn sighed and ran a hand through her bright pink hair, then her entire demeanor changed. Shoulders back, feet together, hands on her hips, head-bitch-in-charge face so terrifying all the sneers and confusion disappeared in the blink of an eye to be replaced by fear. "What do you losers think you're still doing in this changing room? Gym. NOW!" They fled.

Quinn chuckled under her breath. She still had it.

She followed them out of the McKinley gymnasium, where the other two groups were already practicing. Berry sat on the sidelines and would occasionally call the name of a girl not pulling her weight. That girl would immediately snap to attention.

Quinn walked over to her disorganized group and snapped, "Three lines of four, bitches. Eyes on me." She spun so her back was to them and walked through the steps exactly once, then spun back and demanded they repeated flawlessly. The girls frantically tried to repeat what they'd seen but only managed to collide into one another haphazardly. Quinn grimaced and started to yell corrections.

This continued for about an hour, until Coach Sylvester emerged from her sanctum and called everyone to attention. "Status report, Rachel!" she shouted.

Rachel began to recite from a notepad. When she got to Quinn's group she paused, then said, "More improvement than expected. Still not up to par with the rest of the squad, but-"

"Buts belong in spandex, not sentences. Fabray, I should have known you wouldn't be up to the task. Back here tomorrow after lunch," Sylvester ordered.

Quinn scowled and crossed her arms. "No way! This was a one-off. It's not my fault you picked freshman who can't learn one measly routine. I'm done."

Sue's voice lowered and she smiled evilly as she said, "Not until those girls are in tip-top shape you're not. Or I'll personally make sure you get detention every day until my girls place first. Which will be impossible at the rate we're going."

"Ms. Sylvester, I must protest! This is blackmail-" Rachel started to exclaim.

"Course it is Twinkles. It's what I do." Rachel deflated a little. Sue turned back to Quinn. "With you in charge of the losers it'll take you two weeks tops to get them all synced with the rest. It's not the worst job I could give you." Quinn bit her lip, but she was trapped. Detention would me no Celibacy Club, the best part of her days.

"Two weeks max. If they aren't ready by then they're unteachable."

"Agreed," Coach immediately said, ignoring the freshmen's nervous twitters. "And Fabray, wear the uniform. You're as stiff as cardboard in those jeans. How are the tweedledums supposed to see flawless cheering in that?"

"Only here," Quinn growled.

"Get out now," Sue said triumphantly. She looked at her Cheerios. "All of you!"