Disclaimer: See Prologue.

Despite Rachel's subconscious fear, Santana didn't suddenly return to her previous role of tormentor over the next two weeks. Admittedly they hadn't really done anything together other then work on the ten page paper that was worth a quarter of their semester grade.

But despite that, Rachel had suddenly found herself with a new neighbor in Glee as Santana had taken to sitting next to Rachel at every meeting. The taller girl would say hello in the hallway or randomly stop by Rachel's locker for a few minutes in between periods if she was around. She had also verbally torn a strip off a Cheerio who had been harassing Rachel in the restroom when she walked in and witnessed it. To Rachel that moment had been the deciding factor.

Santana had somehow, over two weeks of simply hanging out in the library discussing imagery in literature, become her friend.

She had also, apparently, gained a stalker in Puck.

"What can I do for you today Noah? I really don't have time for whatever random conversation you want to have this afternoon. I have to get to English early."

"Umm, so, I was wondering," he began slowly and Rachel's nerves ratcheted up because Noah Puckerman is never tentative about anything and for the last week he had been stopping by and started to ask her something, only to segue into various pointless observations over her clothes, school and on one occasion why she preferred grape over any other slushie.

"Yes?" she questioned, prodding him along into what she hoped was whatever he had been beating around the bush about.

"Are you and Santana dating or plotting world domination? Because that's the only two things I can think of to explain the fact that you're being nice to each other."

Rachel blinked and opened her mouth to answer and found she couldn't. She finally took a few more seconds and managed to choke out, "What?" Puck simply shrugged and looked slightly sheepish but was still waiting for an answer. "Okay, ignoring the sheer ridiculousness of that assumption. Why do you even care?"

"Cause, I'd like to be involved in either one. Dating would be hot. World domination would be fun," he replied, smirking slightly and earning himself a smack on the back of the head from Santana who he hadn't noticed approaching.

"We aren't dating Puck," the taller girl snapped. "As for world domination. Well, I haven't broached the subject yet, so thanks for blowing up my spot, but I'm pretty sure if we tried hard enough we could."

"Well, there go my spank bank fantasies," he mumbled and tilted his head in thought smiling slightly. "Nope. They're still there. Hot."

"I hate you a little bit right now," Santana growled. "We're friends Puck. Friends. Sort of like you are. Oh wait! That's right...you let Hudson tell you who you can and can't be friends with," she added with a dirty look, ignoring the way Puck's face fell, before looping her arm with Rachel's, closing the shorter girl's locker door and dragging her off the class all the while muttering under her breath something that Rachel couldn't quite make out. Though, she was certain she heard the words 'blind idiots'.

"San?"

"Yea?"

"What was that all about?"

"We're friends Rach."

"No, I know that," Rachel admitted with a bright smile, matching her stride to the taller girl's. "I meant about Noah and Finn."

Santana exhaled loudly and shook her head, "It's a stupid long story that he told me last time we hung out. He was pretty wasted so it might be an exaggeration but, either way, I'll explain after school. We have to go turn these stupid papers in and fuck up the rest of the classes grade curve."

"Promise?"

"Mmmhmm," Santana agreed halfheartedly and actually looked a little nervous. "You're gonna be pissed off though."

"At you?"

"Nope. At tweedle dee and tweedle imbecile."

Rachel raised an eyebrow and chuckled, "Which one's which?"

"Puck's dee 'cause he's not quite as stupid."

"Ahhhhh," Rachel mumbled, having learned to understand Santana enough to realize that she said that with love, and then quieted down as their teacher called class to order.

Rachel was gathering her books after school when Santana leaned against her locker and greeted her with a quiet, "Hey."

"Hi. What's up?"

"Rachel Berry using contractions. I'm such a good influence," the other girl joked and then seemed to deflate.

"Alright. What's wrong?"

"Nothing really. I just ran into Artie and Brittany. It just sucks."

"Yea," Rachel agreed. "I saw Finn and Quinn a little while ago."

Santana wrinkled her nose and mocked gagging before shaking her head, "Fuck those two idiots. If Finn wants to be a lapdog then let him. I never understood why you let him walk all over you. You're a million times smarter then Quinn and could probably be just as devious if you really tried."

"Thanks. I think?"

"Totally a compliment."

Rachel chuckled and closed her locker before turning to face Santana and asked, "So, you were going to explain about earlier?"

"Oh yea. I was kind of hoping you forgot about that."

"Well, I didn't."

"Alright, alright. What are you doing now? Any lessons or anything?"

"No, I don't actually take as many as I used to," Rachel admitted. "It got to be a bit much between Glee and schoolwork. So I'm free today. Really just Thursday evenings, Sunday mornings and Monday afternoons. Then Glee Tuesday and Friday."

"Geeeeee, yea, you're not doing much."

"Santana. Focus."

"Right, focusing. Can we go to your house and hang out?"

This surprised Rachel more then she wanted the other girl to know so instead of fully reacting she just nodded quickly and gestured down the hallway towards the main door of the school. They walked in companionable silence for a few minutes until they reached the parking lot and that's when they both stopped short at what they saw a few feet away.

"I'm suddenly nauseous," Santana muttered, looking honestly disgusted and glancing towards Rachel who just shrugged. "That's it? You're just going to shrug."

"Noah's not going to listen to either of us Santana," she explained as they walked began walking towards their cars again trying not to overhear the conversation going on near Noah's truck. Though, it was incredibly hard not to when they were both parked only a few spots away from him. "At least she's not yelling at him this time."

"No, she's just making fun of him," the Latina growled back, looking honestly livid. "She's making fun of him for taking honors classes. She's in AV Club. She's a geek without the really good grades. At least Puck's smart...ish."

Rachel laughed at the statement and nodded her agreement as they stopped at Santana's car, "He is smart. He just doesn't want anyone to know that and you know he applies only the bare minimum of work as a result."

"Yea, well, he's fucking lucky," Santana snapped and then closed her eyes and took a deep breath as though to calm herself. "Do you have any idea how close he was to getting expelled at the beginning of the year with that fucking stunt he pulled? If he hadn't been in those honors classes with a semi-decent GPA Figgins would have tossed him out on his ass. As it was he still needed Artie to help him bring up his grades even higher."

Rachel stared back in shock, because she hadn't know that little fact, "I thought Noah had a high B average?"

"Apparently he needed to bring it up to at least an A in a few of his classes or they were gonna just toss him. He's been on the brink for his behavior since we were in junior high. The only saving grace has been his grades. I'm pretty sure that's the only reason he even bothers at all in school. He doesn't wanna be a high school drop out."

"Why do you know all this? Anytime I've tried to bring up school, specifically math, with him he brushes it off. He says it's not my business."

"Puck's my boy," she said as though that explained everything. "Like, we screwed no strings and all that shit and we dated or whatever that was last year but above all that we've been friends since we were six. His Mom's a nurse in the ER where my Dad works."

"Oh," Rachel mumbled, slightly upset by the fact that Puck wouldn't share things like that with her, but glad at least someone knew and apparently cared about his real situation.

"Yup. I know lotsa stuff bout Noahhhh," Santana teased and then smirked when Rachel blushed slightly. "Okay bitch. I'll meet you at your house. If I have to listen to that crazy bitch keep ragging on him much longer I'ma go Lima Heights on her ass."

"Cause that worked out so well for you last time."

"I woulda flipped that script. I just got interrupted," she replied haughtily.

"Sure you did San. Sure you did."

"Oh shut-up. I'll see you back at the ranch Midget."

Rachel rolled her eyes and headed for her own car as Santana climbed in and started hers, driving off. She caught Noah's eye just before she got into her own car and smiled at him only to recieve a slightly embarassed look in response before he turned his attention back to Lauren.

"I will never understand that boy fully," she mumbled, climbing in and driving out of the parking lot towards her home.

Two hours later, after Santana had tried distracting Rachel with snacks, homework and a potential duet for them to do in Glee, Rachel was staring at her new friend in shock.

"Finn made Noah promise what? And he agreed?"

"I told you you'd be pissed," Santana replied around a mouthful of red vines. She quickly swallowed and added, "But I think it's safe to say Puck's been ignoring the whole "stay away from Rachel" thing. Besides, I thought you'd decided Finn wasn't worth it. What does it matter what he did now?"

"That's entirely besides the point," Rachel replied, deciding against informing her friend that part of her was still very much in love with her ex no matter how stupid she acknowledged it was. It wasn't a feeling you could just turn off like a light switch. "Finn knows I have a hard time making friends and Noah's probably one of the best ones I have."

Santana shrugged and then smiled softly, "Puck's crazy for your crazy Rach. He's not gonna just, literally start ignoring you 'cause of what Finn made him promise."

"Oh now you're just being ridiculous."

"How am I being ridiculous. The boy tracked you down daily for a year and a half to throw slushies at you. If he didn't ignore you then he's not gonna ignore you now that he actually knows you."

"Cause I was a geek," Rachel protested.

"Cause he wanted to keep anyone else from dating you," she argued. "We established he's smart; but he's still a boy. Kindergarten mentality Rachel. I told you, he's my boy, I know things...and he talks in his sleep. Why do you think I was so vicious for a while there; just unlike Quinn I didn't go and fuck someone else's boyfriend and get knocked up."

"Santana!" Rachel gasped, though she felt a pang of compassion for her friend as she realized something that no one ever seemed to acknowledge, Santana and Puck had actually been dating when Quinn got pregnant. And considering neither of them were known to actually 'date'and happened to be friends, that relationship had to have meant something at the time to the girl.

"Fine. Okay, let's say I'm wrong and you just choose to ignore me and my good friend named logic. Either way, you know he at the very least considers you a friend. That he cares about you at the basest sense of the word. He isn't going to just start ignoring you 'cause now you know about his stupid "promise", he hasn't done so yet has he?"

"Not really."

"What do you mean 'not really'?"

"Well, until this week when he was apparently trying to figure out if we were dating, he used to talk to me more; you know, before the football game," she admitted. "I just figured he was focused on his relationship with Lauren."

Santana frowned and took another bite of candy, chewing thoughtfully before shaking her head, "Nope. He still bitches about Finn when he's stoned. That's how I found out about the stupid ass promise in the first place. We got super baked and he started babbling about how shitty Finn had treated you in the break up and then he told me that Finn made him promise to stay away from you."

"Did Finn actually say he couldn't be friends with me?"

"Well, I'm only going by what Puck told me. But Puck said that Finn said he couldn't date you and had to stay away from you. If Finn actually phrased it like that, I have no idea."

Rachel raised an eyebrow and repeated it, "He can't date me?"

"Apparently. Now in my perfect world that's the only explanation for Zizes F-Y-I," Santana stated matter of factly.

Rachel found herself rolling her eyes and laughing again at her friend and couldn't help but notice how much more relaxed and, to put it in it's most simplest terms, young, Santana seemed outside of McKinley. Seeing the former cheerleader out of the high school she finally came across as a normal sixteen year old girl, laying on her friends bed, eating candy and gossiping over silly theories regarding her friends love lives.

"You're a lot different then I expected," Rachel interjected into the conversation and laughed again when Santana's head popped up and looked over at where Rachel had been sitting at her desk, scrolling through her iTunes.

"Ditto," the girl replied and dropped her head back down. "Rach?"

"Yea?"

"Are you mad at me for sleeping with Finn?"

The question came out in such a vulnerable tone that Rachel immediately felt badly for how she had initially reacted to Santana's confession months ago; despite the fact that she knew, at the time, it hadn't been meant in any way other then to be mean. She took a few seconds to consider it and finally shook her head.

"I wasn't ever really angry with you over it, though I would have preferred to be told in private even if you did just want to drag me down at the time. Finn kept fixating on the fact that I was angry over him having sex with you. And while I didn't love said revelation; I was more angry over the fact that he lied. Especially when I found out that everyone else knew and no one thought I should know. They all just protect Finn all the time. No one seemed to consider that I'd get hurt worse by the lie then the truth; if they even cared. I mean, I told him the truth about me and Jesse and he just told me again that he was a virgin. He wanted to come across as the good guy who kept himself "pure" for me I guess. And in hindsight the lie becomes even worse, because it isn't fair to you either."

"I actually understood that babble," Santana replied in a soft tone and blinking rapidly. "And honestly Rachel? I had two reasons for telling you."

"You did?"

"Yea, I mean, back then I didn't mind if something was going to hurt you; but, I also knew that it'd be unforgivable if you slept with him thinking he was a virgin. I actually didn't know that you didn't know until a few days earlier, so, I told you in the shittiest way possible. There's something truly fucked up about what he was doing with that lie. I didn't care about him denying me so much, no matter what I said; but, as much as I was convinced I hated you, that's still wrong to do to a girl."

Rachel took in her friend's explanation and stood up from her chair and crossed to her bed, sitting down next to Santana before speaking, "I'm going to hug you now."

"Okay?"

Rachel quickly pulled the other girl into a tight squeeze and whispered, because sometimes it's the quiet words that get through easiest rather then the shouted ones, quietly into her ear, "You're a really good person. I'm sorry it took so long for me to see that."

"Ditto," Santana replied, squeezing back before pulling away. "Alright, we really need a subject change before we become total girls. So, what's been up with the outfits?"

Rachel shrugged in confusion, accepting the topic change because she knew Santana wasn't the hug-it-out type, "I thought I'd try something different. You were the one who said I dressed weird."

"I never thought your skirts were weird. Your legs are fucking hot."

"Thanks," Rachel replied dryly, lightly shoving the other girl's shoulder.

"You're totally welcome," Santana responded, blowing a kiss. "No, but seriously, your skirts were fine. They were very you. It was the fucked up sweaters I had a problem with. You should also know I haven't been being nice to you 'cause you suddenly changed up your wardrobe. If you actually want to start wearing owls and kitties and whatever else you totally can. I won't go back to being a bitch. Believe me, the slightly ratcheted down personality is more then enough. It was not the clothing."

"I know that," Rachel replied, though inside it was nice to hear a confirmation of this; though she debated whether she should tell Santana that she hadn't so much changed her personality as dropped her in school mask. She had a feeling she didn't need to considering how different Santana had been the last two weeks when they were alone.

"It's cause you're the only person other then Puck who actually gave a shit and asked what was wrong," Santana continued, even though Rachel hadn't asked for an explanation.

"Does he know?" Rachel asked, not even bothering to state what she meant.

"About me and Britt? He knows for a fact we fool around; hell, he was there once or twice but I don't think you really wanna know about that. The rest? I think he figured that out on his own."

"Thank you for sparing me the details," Rachel replied her nose wrinkled slightly in fake disgust, pulling a laugh from the taller girl. "And why do you think he figured it out?"

"He gave me a big hug the other day and told me that I could find a better girl and that while he couldn't kick Britt's ass for breaking my heart 'cause she's a, and I quote, itty bitty chick, he would kick anyone else's ass if they gave me any shit."

Rachel smirked, "That sounds like Noah."

"He also threatened me if I was fucking with you for a joke and then told me you better not be the better girl. I told him that I wouldn't do that to him, 'cause unlike him and Hudson we don't fight over chicks," Santana continued, again with that same teasing note from earlier.

Rachel turned slowly and looked over at her friend in surprise because not one other person had questioned or been concerned over why she'd been hanging out with Santana (she didn't like to think about the implications that no one except Puck apparently cared that her one time tormentor might be playing her for a joke and chose to ignore more blatent implications that Puck might have feelings for her), "Really?"

"Yep. I told you! He's crazy for your crazy. You two are just blind and dumb to it. Anyway, enough about boys. Boys suck."

"I thought you batted for both teams?" Rachel joked and wasn't the least bit surprised when Santana flipped her off.

"Fine, boys and girls suck. Let me at your closet," Santana elaborated and climbed off the bed heading over to Rachel's small walk in closet.

"Why?" Rachel questioned, following her and standing outside as Santana began going through the two sides of the closet.

"Because, you need to dress like you."

"This is me!"

"No, that," she explained, gesturing at the outfit Rachel was wearing. "Is what you think you should be. Now, if we could find a happy medium between unfashionable animal sweater wearing fake-Rachel and super relaxed cool fake-Rachel we will succeed in finding my awesome friend Rachel Berry."

"Okay?" Rachel squeaked out, trying not to show how excited she was at how easy Santana was accepting their new friendship. The taller girl hadn't ignored their problems at all; but was actively choosing to move past them while doing her best to fix past mistakes.

She watched as Santana examined a few pieces of clothing before handing over a dark denim skirt and her black long sleeved LOVE shirt, "Here. Wear these tomorrow, no knee socks or tights. Wear hose and either those fabulous black boots in the back of the closet that I can't believe I've never seen you wear before or a pair of low heels."

"You think?"

"Yes. Perfect mix. And like I said, your legs are hot. Work whatcha got. Besides, it's not the clothes, it's how you wear them that make or break you. You've got the confidence, you just need to stamp down the over the top in your face thing you've been doing the last few years."

"Fine. I'll take your word for it," Rachel replied, still amazed at the fact that someone she thought she once hated could apparently read her so well. She was starting to think, based on how they had interacted the last two weeks, that half their problems came from having fairly similar personalities. They both knew what they wanted and went after it by putting up a strong front and really underneath were just two smart, driven but vulnerable girls.

"Good. Now I need to get home for dinner. My Dad's on third shift this week and I promised I'd eat with him and my Mom before he leaves for the hospital. You sure you don't want to come? They won't mind." She questioned, repeating the dinner invitation she had given when they got to Rachel's and she realized her Dad's were away on business trips.

"I'm good. I'm just going to finish my homework, take a shower and go to sleep."

"Alright," Santana agreed, grabbing her stuff. "Seriously though Rachel. If your Dad's are out of town this much you're totally welcome at our place. I understand having a parent who's busy with work, having two that were busy all the time would suck. My Mom's at home pretty twenty-four seven. All the woman does is cook."

"Your Mom's a psychiatrist."

"Yea, but she works from home. If she doesn't have a patient then all she does is cook."

"What happened to Lima Heights?"

"This shit is between you, me and the walls. Keep it quiet," the taller girl joked back, since everyone in the school knew Santana Lopez lived in one of the nicest neighborhoods in Lima being that her parent's were both successful doctors.

Rachel waved as Santana hurried out of her room and down the stairs, she glanced out the window once and watched as her friend pulled out the driveway and drove down the block towards her own home. Once she could no longer see the car Rachel dropped onto her window seat and frowned as Santana's teasing words from earlier started running through her head.

There was no way Noah Puckerman had feelings of any sort, other then friendship, for her. Right?

Shaking the ridiculous thoughts, and the feelings they produced in her, off she smiled as she eyed the clothes Santana had selected for her to wear tomorrow. Carefully folding them she set them on her dresser and decided the other girl was very correct, it wasn't the clothes that made or broke her it was how she wore them. And Rachel Berry did nothing without confidence; she just needed to find the confidence to show her real self.

"New day, new attitude. You're just Rachel," she whispered to her reflection. "You're a musician, a songwriter, a singer, a daughter, and Santana Lopez's friend. And that's perfectly okay."

A/N: I feel like throwing a party 'cause now, finally, I can get into the bulk of the story. Puck will finally be able to play more a role now that I've gotten Rachel and Santana's friendship up off the ground (and a certain ex-cheerleader seems to want her friends happy together and everyone knows what Santana Lopez wants she gets); now I can work on moving Puck into the equation. I'm pretty much ignoring most of the rest of Season 2 post-Regionals (quite obviously due to Pezberry friendship) - BUT, I will say that a few things that happened during those episodes will show up in this story. I bet you can all at least guess one of them.

I need to apologize for the really really late update - life at home has been sucky; combine that with a bit of writers block (which I tried to combat with one-shots but only seemed to break last night when I forced myself to sit in the basement with my laptop, cigarettes and a bottle of wine) and you've got a much later update then planned. I'm going to try my hardest not to let this happen again especially now that I can really get more into how Puck and Santana's friendship (and more with Puck if Santana has anything to say about it) helps Rachel really come into herself.