It was only supposed to be a bet. Finn Hudson, the most popular guy in school, bet that he could make any girl popular. So now he only has a few weeks to take the biggest loser in school, Rachel Berry, and turn her into the Prom Queen. Sounds simple enough. Yeah...right. Loosely based on She's All That.

Disclaimer: Glee does not belong to me. I just like to borrow the characters from time to time. :)

Chapter One - The Bet

for the life of me
i cannot remember
what made us think that we were wise
and we'd never compromise
The Freshmen - The Verve Pipe

Finn could not believe what was happening. It was the week after Spring Break and his girlfriend of nearly five months was breaking up with him. Normally this wouldn't be such a big deal, except for the fact that she was doing it quite publicly. They were standing in the middle of the quad and nearly the entire school was watching them.

"Really Finn, it's not me, it's you." Santana's words were practically dripping with venom, as per usual. "You couldn't satisfy me physically, so I found someone who can and does."

Finn looked around them at the many faces of the student body, the same student body that had voted him Senior Class President only six months earlier. No one dared to laugh, they knew better, but he knew that they wanted to. Santana was trying to destroy everything that he had spent years building up and he'd be damned if he let her accomplish her goal.

"Yeah, well I'm not a girl, so I can't really give you just what you want. I hope you can at least be happy with Brittany." Finn knew that if he kept this amicable, that he would come out on top because he was the bigger person.

"Oh, I will be happy with Brittany." Santana's eyes narrowed into slits and she crossed her arms over her chest. "Why are you being such a..." She was searching for the right word.

"Decent person?" Finn suggested.

"I was going to say something else. Something that if you had one of, we'd probably still be together." And with that she gave him one last smirk and turned to leave.

Santana's minions, as Finn liked to call them, stood there for a second before turning to follow Santana through the crowd. Brittany took the lead, followed closely by Quinn and Sugar. Finn watched them until he couldn't see their Cheerios uniforms any longer. Once he was sure they were out of sight he threw himself down onto one of picnic tables and let out a long breath.

"Dude, you were a total loser just now." His best friend, Puck's voice came from his left. Finn turned to face him as Puck sat down in the seat next to him. His other friends Sam and Mike sat down across the table.

Everyone except for Puck was looking at him as though his puppy had just been hit by a car, which Finn despised. Puck, on the other hand, was looking at him as though he thought the whole ordeal was hilarious and couldn't wait to laugh.

Finn didn't say anything, just sat there and reveled in what had just happened. Santana had just broken up with him for another girl. What did that even mean? Had he been her beard for the last five months, or was any of what they'd had together real? He shook his head, trying to clear it out; he didn't have the energy for any of this at the moment.

"Dude, are you paying any attention to what I'm saying to you?" Puck's voice was loud and insistent in his ear, pulling him out of his funk.

"Huh?" Finn was confused, clearly Puck had been saying something and he'd been too caught up in his head to pay attention. "What were you saying?"

"Your rep is free fall." Puck repeated, motioning at the crowds of students around them. "Santana might as well have taken your balls and gift wrapped them with a frilly little bow just now. Everyone here thinks you're a joke. You turned the hottest girl in school gay; that's going to be your legend."

"What is your point, Puck?" Finn was growing frustrated and really just wanted the lunch hour to end so he could get to Chemistry.

"Just that your reign as Mr. Popular might be drawing to a very depressing end." Puck almost sounded happy about the whole thing.

Finn looked at Sam and Mike to see if they were thinking the same thing but they were too busy trying to look anywhere else. "You seriously think so? Just because Santana broke up with me?"

"She is the most popular girl in school." Puck replied.

"Whatever. She's totally replaceable." Finn said, not entirely sure where he was going with this, just knowing that he didn't want Puck to be right.

"Seriously? You think that Santana Lopez is replaceable? Now I know that you've lost it." Puck said, rolling his eyes, but something in his tone made Finn think that he was intrigued at the possibility.

"Finn might have a point." Sam said, finally coming to Finn's aid. "After all, after you strip down Santana, what do you have?"

"A smoking hot lesbian?" Puck replied with a smirk.

"I was speaking figuratively, not literally." Sam rolled his eyes and continued. "Underneath her popularity and bitchiness she's just a regular girl."

Finn smiled and pointed his finger at Sam. "Exactly!"

"So what you're saying is that you can take any regular girl and make her into the most popular girl in school?" Puck asked, finally starting to see where everything was going.

"In all intents and purposes." Finn said, shrugging his shoulders. "Given enough time and putting in the right amount of effort, we could make any girl in school popular."

"Popular enough to, say, win Prom Queen?" Puck asked.

Finn could tell there was something going on in his friend's mind, but he couldn't quite tell what it was, but he was willing to go with it. "Yes."

"I feel a bet coming on." Mike said, finally joining in on the conversation. "Although, I don't think it's a good idea."

"You know what, Mike, you're right. This does feel like a bet." Puck said, turning around in his seat to survey the crowds of people around them. "What do you say, Hudson? Want to make this interesting?"

Finn honestly didn't like the idea of making a bet with Puck, as they never seemed to go quite as planned when he did. But he was still hurting over everything with Santana and the whole thing seemed pretty innocent. After all, all he was doing was taking some random girl and making her popular. The whole thing was practically community service.

"I think so. You pick the girl, and I'll make her into our next Prom Queen." Finn said, finally deciding to go with the bet.

"What are the stakes?" Mike asked, although he still didn't like the whole situation.

"Bragging rights. Plus, I don't think Finny here can pull this off." Puck replied, his words only making Finn want to do this even more.

The next thing he knew they were surveying the crowd, looking for random girls.

"What about her?" Mike asked, pointing towards a short Asian girl with purple streaks in her long black hair. She was sitting at a nearby table with a boy in a wheelchair. "She's pretty."

"I don't know. I've heard she's got a stutter. That could be hard to work around." Finn replied, giving her a short glance before moving on.

"What about her?" Sam was next, pointing towards a larger African American girl who was talking animatedly with a small group of students.

"That won't work." Puck said quickly. After noticing everyone's stares on him he elaborated with "She's too much of a diva. She's in my American History class and she's more work than she's worth."

"Well, this is looking to be a bust then." Finn said and started to get up, but suddenly Puck's arm was on his and he stopped to look at his friend.

"I've found your girl." Puck said, pointing across the quad to a small brunette who was rushing up the steps, trying to get back into the main building.

Finn followed his gaze, his smile dropping completely off of his face. "You can't be serious. A stutter I can handle; a diva I can manage. But Rachel Berry? She's the biggest loser in school. She's been slushied by nearly every jock in school." Excluding himself, but he wasn't going to admit that.

"Sorry, but a bet is a bet." Puck stood up, clapping Finn on the shoulder as he walked away. "Good luck making Rachel Berry into the Prom Queen though."

a/n: I know the chapter is short, but this is probably as long as they'll be. Normally I'm all about the 3,000+ words, but I want to keep these short and to the point. I don't think this story will be too long, probably around 10-15 chapter or so. I was just having a bit of late 90s early 2000s movie nostalgia, and was itching to write. I don't know if your fingers are itching to review or not...but I hope you do! :)

a/n/n: The music (the lyrics at the beginning of each chapter and the music from the Glee Club) will be from the 90s to the mid 2000s. The title is taken from Bed of Lies by Matchbox Twenty. :)