A/N: I suppose definitely spoilers for 3x04 Pot of Gold if you can call it that, and well everything this season. I hope you enjoy this...not sure enjoy is the right word but I hope it's good at least lol Please let me know xx

"I know I'm probably the last person you want to see right now…but I really think…I-I just really want to be here for you."

Quinn lifts her head and turns so she's facing the voice. She doesn't say anything and that gives Rachel some small piece of hope that she isn't going to be lashed at so she makes her way closer.

"Please. Please don't hate me when I tell you what I'm about to tell you."

Quinn furrows her brow and folds her arms across her body, twisting around in the chair once again now that Rachel's sitting across from her.

Rachel takes a breath and quietly lets out, "Beth…From what I've heard is absolutely perfect Quinn."

"Don't. Don't you start talking to me about things you don't have a clue about Rachel."

The words are meant to come out biting but Quinn's voice is raw and gravely and it's more broken than determined and for that reason Rachel is still sitting across from her and not cowering.

"Q-Quinn I heard what you said to Puck when you were standing at his locker."

That gets Quinn's attention and holds it. Her eyes widen and she looks like a cornered cat and from experience Rachel knows that she really must tread carefully because she really doesn't want to hurt her or get hurt in the process.

"I'm not, I'm not trying to blackmail you Quinn, that isn't why I've approached you."

Quinn swallows and narrows her eyes at Rachel, "Why have you come then?"

The brunette shrugs her shoulders slightly and continues on quietly, "Because I really think you need someone, and I want that someone you can lean and depend on to be me. I talked to Puck earlier before coming to you."

Quinn looks enraged but Rachel quickly continues, "But only because I couldn't find you first!"

The blonde doesn't seem any happier but she doesn't look about to rip someone to shreds so Rachel continues, "He told me…He told me about…everything."

Quinn shakes her head and humorlessly laughs, "Of course he did. Any opportunity to mess something up for me he takes it."

Rachel goes to take her hand but quickly stops herself and lowers it to her lap, "That's not it at all Quinn. I-I'm genuinely concerned. At first he refused to say anything at all, even after I told him I had heard the two of you talking, but then…I suppose I am rather annoying."

Quinn almost smirks at that because yeah Rachel has her moments when she's determined and she just kind of goes on and on until you give in or give up.

Rachel bites her lip and clasps her hands in front of her as she beseechingly searches Quinn's eyes for anything at all, "I told you before that I missed seeing you in Glee. I meant it, and I was so happy when you decided to join us again, even though now I know it was more for other reasons, but you're still not the same. I just-I wish I could help you Quinn."

The blonde shakes her head, "You don't really want to Rachel. And furthermore I don't really want you to either. I'm glad you aren't going to say anything about what Puck and I are trying to do but that's all I am saying on the matter."

Rachel frowns and leans forward towards her, "Quinn I do. I really truly do want to. If I didn't I wouldn't have hounded Puck until he finally told me something. I wouldn't have searched everywhere for you, only to find you in this old classroom."

Quinn shrugs, "No one comes here. Normally. I didn't think anyone else knew this room even existed." She adds pointedly as she rolls her eyes at Rachel.

The brunette nods her head, "I know which is why I saved checking here for last. I come here sometimes by myself when and if I have a particularly bad day."

The blonde finds herself nodding her head in understanding and even more surprisingly she finds herself adding to the conversation, "And have you had those days often?"

Rachel allows herself a small smile and she shakes her head when Quinn meets her eyes, "Not nearly as often as they used to be. The last time I came here was a week ago. And the time before that was 3 weeks."

Quinn looks like she wants to ask why and what made her have a bad day but she bites her tongue and doesn't voice her thoughts. Rachel picks up on it and glances to her feet before looking back up again, "I know it may seem like my life is going wonderfully right now, but I assure you it's somewhat a mess. It's nowhere near as bad as others' and for that reason I choose to come here rather than vent."

Knowing that it will come off as insensitive Quinn stills asks, "Vent to who Rachel? Finn?"

Rachel clamps her mouth shut and gives a very tight lipped smile, one that doesn't reach her eyes, "You see my point then. Kurt and I…" She breaks off looking heartbroken before continuing, "And Mercedes hasn't even looked my way since the play."

The two of them sit in silence until Quinn rolls her eyes and folds her arms, "If you aren't going to rat me out, and you aren't going to Shelby, why are you even here?"

Rachel frowns slightly and lifts her hands as if she's offering something, "I'm not the only one who may or may not need to vent and need someone to actually be there to listen."

Quinn's eyes widen slightly and had Rachel not been paying attention she wouldn't have noticed, nor would she have noticed Quinn's lips tightening slightly.

"I don't need you."

Rachel slowly lifts her shoulders in a barely there shrug and nods slowly, "You're an independent woman. But I want to be here for you. Whether you need me, need me or not. I don't want to see you hurting anymore Quinn. I highly doubt anyone even knows that you're still really hurting, and it breaks my heart because, because you have so much to offer Quinn Fabray. And seeing you so desolate it…I know you're back in Glee but you aren't even back so how could you really be in Glee, or anywhere for that matter?"

She pauses and agitatedly runs a hand through her hair, "I'm not being very articulate or explaining myself very well at the moment and for that I thoroughly apologize, it's just that I haven't really been able to think straight about what I want to say because there's just so much I want to say."

Quinn does her best to glare at her but she really can't bring herself to give her the full on glare that she's so used to giving. "And what is it that you have so much to say about?"

Rachel stops her rambling and looks at Quinn as if for the first time, "About everything. Quinn there's so much that I feel that needs to be said that never gets addressed and I feel terrible that it's taken so long for me to come and talk to you about it."

Quinn folds her arms, "We aren't going to start talking about it now either Rachel. It isn't happening."

The blonde stands up and makes her way to the door and just as her hand grips the door knob Rachel is standing up at her seat, "I know you think Beth is your only perfect thing, but Quinn, God it doesn't have to be this way. 'So even if I never leave this town or accomplish anything, I'll have her to call mine.' Do you have any idea how much it actually hurt me to hear that those were your words? You don't think you'll make it out of here or that you'll amount to anything and yet you push and shove me away so that I do get out of here. Tell me that that makes sense. Tell me because I really don't get it Quinn. I want to though; I really want to know because more than anything I want you to finally accept what I've been trying to give you for years. I'm offering friendship, an ear, a shoulder, a warm embrace. I'm offering to help Quinn with no motives other than to maybe finally see you truly happy."

Quinn's grip on the door knob had been steadily becoming tighter as Rachel went on until finally her knuckles are literally white from the grip she has.

"Why don't you get it Rachel? You can't help me. No one can. That's the problem. I'm unfixable."

Her voice is what gets Rachel moving closer, because it sounds defeated and broken and it sends a chill down Rachel's spine because even though she thought her earlier tone was broken, it was nothing compared to right now. Because right now Quinn sounds like someone who literally has nothing left to lose. She sounds like someone who is finally giving up a long and tiring fight and is finally giving up. And it scares Rachel, it terrifies her.

The brunette quickly eradicates the space between them and doesn't even hesitate to take a hold of Quinn's hand that has a death grip on the door knob and gently pries her fingers away from the metal and threading her fingers through and then turning her gently around so that she's facing her.

"You are not unfixable Quinn. You're just hurting and you've been through so much, more than I think anyone our age should have to ever go through. I don't claim to have all the answers Quinn because I don't, but I want to look for those answers with you. I'm not going to just give you some barely feasible direction and then let you flounder around on your own while you try and find you way. I want to be there every step of the way."

Quinn's resolve is breaking, and her eyes are tearing up regardless of how hard she's trying not to break down right now, her throat is constricting and she can't even stop her lip from trembling as she croaks, "Why?"

And just like that a tear breaks away and splashes to her cheeks and suddenly the flood gates have been unleashed and the tears that she's been trying to so desperately keep at bay make their way across her face.

Rachel reaches up and gently lifts her free hand and wipes them away, she whispers as she continues to gently wipe the tears away, "Because regardless of what you say, I know that deep down you really do want someone to make the effort. You really do want to be taken care of; you do really want and need it even if you don't want to admit it. It isn't weakness if you let yourself be taken care of Quinn."

The sound the rips through her is feral and so full of every emotion she's been holding back that it literally takes the breath out of Rachel as well as herself, and it drains her completely because she's finally giving her body an out, a real out, a reprieve, and it's taking advantage of it. She's finally letting everything out and Rachel holds her closer and holds her up until she can't anymore and even then she doesn't let go. She slides them down gently to the floor, not even sparing a thought to the fact that it's probably germ ridden, instead she pulls the blonde close and holds her, ensuring her that she isn't leaving, that she meant exactly what she said about being there.

A part of Quinn absolutely truly hates how she's always letting her walls down around Rachel. Hates that she's the only person she's been able to truly open up to in forever. Yet at the same time if it had to be anyone she's glad that it is Rachel, she's glad that it's mostly always Rachel because she actually is there and isn't trying to dig for stories, isn't trying to ruin her life, isn't doing anything but being a friend and honestly Quinn isn't really in the position to turn her back on a friend because as much as she knows Santana and Brittany are there for her, they can't really because she knows they're going through a mess themselves and she can't blame them since she's been pushing them away.

Quinn's breathing has basically returned to normal with the occasional hiccup when Rachel slightly leans back to look at her, "I'd offer you a tissue however I don't have one at the moment, I apologize profusely."

Quinn found the statement to be completely absurd given the fact that Rachel, Quinn would have thought, would have opened with a bombardment of questions and not an apology as to the unavailability of resources required to help wipe her face. This causes Quinn to actually laugh out loud, starting with giggles until it's a full blown belly laugh that has Rachel reeling as to the reason for this sudden turn.

The brunette can't really fault her though because as she thinks about it, it's been so very long since she's heard Quinn actually really laugh and it's something that she wishes she would do more often and Rachel pledges to try as hard as she can to make her laugh more from now on.

Wiping her eyes slightly Quinn coughs lightly, self-consciously and mumbles, "Sorry. I-I don't know what came over me. This wont happen again."

Rachel takes a hold of her hands and brings them down away from her face revealing the blonde's puffy eyes, her red nose and her cheeks red and she stills manages to look beautiful, "That's exactly what I'm here for though Quinn. You don't ever have to apologize. Whenever you need me, and I do quite literally mean whenever, you let me know and I promise you, God willing, I will be there. My house is open to you Quinn, if you need a place to go, whatever it is. This isn't a onetime thing Quinn. I really do mean to be here for you. I want you to be happy."

The tears that Quinn thought she has cried out apparently join forces and accumulate once more as her lips tremble and she whispers out, "I want to be happy too Rachel. I want to be. I really do. I don't know what to do."

The brunette wipes her tears away and cups her face, tears forming in her own brown eyes as she sniffs out, "I know you do Quinn. We're going to work on it. I promise."

"Please don't make promises you have no intention of keeping though. Please."

Rachel shakes her head, "Never. I give you my word. You can trust me. I promise."