A/N: this is A/U based second season. Pretty much everything is as is except that Rachel is a new student just transferred from Carmel so her and Shelby have a bit of a different relationship. All errors are mine and I don't own Glee, or Grease 2. This will also be multi-chap. Enjoy.

The small girl tried to push through the throng of students, all towering over her (even the freshmen) and most accidently knocking her. Rachel swore she would be black and blue with bruises tomorrow. She looked down at the slip of paper in her head, how hard was it to find a locker? For a second she allowed herself to miss her old school. She knew Carmel like the palm of her hand, or as least she had. She was missed the way that students would part before her, as if she was Moses and they were the Red Sea, but she gave all that up for a reason and that reason would never change.

She finally found her locker. She spun the combination and threw open the lock, glad to finally be able to rid herself of all her schoolbooks, some of which that weighed more than she did.

She wasn't going to decorate her locker (this wasn't her home, and she wasn't in the mood for decorating anyway) but she figured she could stick up a copy of her timetable. Just as she finished she heard her name being called down the hall. The voice was familiar, to the point Rachel knew who it was, but she still closed her eyes as she turned, praying that she was wrong (all the years of volunteer work and dedication to her faith had to pay off... it didn't).

Rachel turned and was face to face with herself. Well herself in 30 something years.

"Rachel? It is you!" Shelby drew Rachel into a tight hug, squeezing the younger girl tightly.

Rachel didn't say anything.

"Honey what are you doing here? Did you hear about my show choir and decide to join? I hear vocal adrenaline has gone to fags since I left, so sad, I loved you all dearly, still do. Maybe I could convince more students to transfer with you and I could have my whole choir back. Oh Rachel I have this new song I'm working on arranging at the moment that would be perfect for you! I need to make adjustments though; my current lead makes everything so difficult. All she wants to do is runs, or belt out notes, skipping over the rest! She may become a recording artist but she will never be a Broadway star like you. She's so lazy and I... will I really missed you sweetie. And not just for your talent. We were really forming a bond, one I thought I wouldn't have the opportunity to form after giving you up-"

The bell rang cutting off Shelby's ramble.

"I gotta go." Rachel grabbed a book and pushed past Shelby, setting off to search for her classroom.

"We meet after school in the choir room."

"Actually Shelby I don't want to join your Glee-" Rachel turned back towards Shelby, but she was already gone. Dammit now she had to show up, at least to tell her that she wouldn't be attending. Rachel cursed her fathers teaching her that politeness was key to success.

She blended back into the throng of students, hoping she was heading in the right direction. She didn't notice the mow-hawked boy staring at her, with a raised brow, as she moved through the halls.

Puck walked up to the gleek to table. He didn't usually sit there but after following the new girl around all day he couldn't wait until after school to tell them the news. Throwing down his tray he sent a punch into Finn's arms before turning around a spare chair and sitting in it backwards; he was still a badass no matter where he sat.

"Puck?" questioned the members already at the table.

Kurt, Tina, Artie, Finn, Mike, Quinn, Brittany, and Blaine sat around eating and gossiping. When having lunches together became a regular thing they would all discuss Glee club, and how they would win. Unfortunately, entering the clubs third year without so much as passing sectionals they had given up hope long ago. It didn't help that Ms Corcoran, best show choir director money could buy, had formed an opposing club, stealing the two best female leads that New Directions had. But, through it all, Puck never sat with them. They were shocked.

"Shut ya mouths, ya catching flies," Puck snapped at them. Once their mouths closed he decided to launch into his discovery, he couldn't hold it in any longer. "Dudes, did ya check out the new girl?"

All the gleeks laughed, except for Quinn who gasped and Brittany who nodded along with Puck.

"Should have known that Puckerman would only join us to discuss women."

"Nuh dude not like that. Well, yeah she is all kinds of fine, she's got these legs that just..." Puck glanced around the table, totally off track. "But she also dressing like my granny. The point is Ms Corcoran totally knew her! Said shit 'bout her being her new glee lead and all-"

"That'll impress Mercedes. Serves her right for being a traitor anyway," Kurt smirked.

"Point is, she said no. Ms Corcoran didn't hear her, but I did. I reckon we can totally poach that shit though. Like, I don't know if she can sing for shit, but I'm pretty sure from their convo that she was lead at vocal adrenaline."

The table gasped.

"If she was then why would she join us and not Ms Corcoran?" Tina asked.

"I'm not a planner, I'm the ideas man. I just know that she didn't have a lot of love for her old teacher," Puck answered, shoving his whole sandwich in his mouth.

"Guys, no matter what this can only work out for us. She joins Ms Corcoran and Mercedes and Santana come back, tails between their legs, and we get the chance to knock them down like the hand of God, or we get her to join us and she is maybe better than Mercedes and Santana and we get the chance to beat them down like the hand of God!" Artie pumped his fist in the air.

"There's a lot of violence in your plan," Blaine commented.

Artie shrugged.

"Well I, for one, like the second plan. Yes there is nothing better than those two seeing their mistake and returning to our friendship, but since that is a ship that has long sailed, I say we settle for shaming them. Now, Puckerman, how good is she?"

"Yeah dude she was totally walkin' down the hall belting shit out," Puck murmured through a full mouth.

Kurt stared at him, waiting for an answer.

"I dunno, she wasn't singing shit," Puck shrugged.

"Some spy you are," Kurt frowned. "OK, well that's our first step, here's how..."

Puck didn't really listen to what he was saying; his job was done. Instead he munched on his lunch, waiting for school to hurry up and be over. Maybe a trip to the nurses was somewhere on his timetable.

Rachel spent her lunch wandering around the school, trying to get accustomed to her new settings. She frowned as she came across a building that read: 'the April Rhodes Civic Pavilion'. This place was so strange. She entered the building; soon discovering it was an auditorium. Rachel headed towards the stage, as if drawn by some magnetism. She climbed the stage stairs and walked to centre stage. It was nowhere near the size of Vocal Adrenaline's stage, and thankfully the lights weren't as bright. Rachel smiled, she felt at home of this stage, unlike the feeling of Carmel's stage. She glanced around, seeing a purple piano just behind her. How had she not noticed a purple piano right behind her? Shaking her head Rachel took a seat at the bench. It had been at least three months since she did this. Not just play a piano, but also sing. Rachel Barbra Berry hadn't sung for three months. Sure she'd hummed with the radio or in the shower, that's who she was, but since the incident she hadn't been able force, a full, perfect, song out of her mouth. She missed it. Rachel let her fingers dance over some keys, placing a beautiful melody into the empty auditorium. Without noticing her fingers began to play something familiar. Rachel smiled, and trying not to over think it, she let the song, a guilty pleasure of her own, fly from her lips.

No more midnight rides with you

No more secret rendezvous

I'm gonna miss all the things we'll never do

I just can't believe you left me here alone,

How in this world can I make it on my own.

Unfortunately her guilty pleasure happened to be a duet. Instead of singing both parts, as she normally would have, she simply closed her eyes, feeling the piece of the piano and imagining someone else singing, imagining him singing those lines. She could hear his voice to clearly, so beautiful and deep, singing the same things he once sung to her every single night.

Remember, I love you, I won't be far away.

Baby, close your eyes and think of yesterday

And we'll be together.

Love will turn back the hands of time.

Rachel kept her eyes closed, hearing them harmonizing the chorus in her mind, before she went into her next verse.

Whoa Oh

Baby, don't you know it's hard to let you go?

Rachel remained silent during the male lines, now trying to block the voice from her mind, the memory of it causing to much pain.

It hurts to say goodbye, no matter how I try

Tears began rolling down Rachel's face. She thought she was cried out but it looked like there were still more to come. She couldn't even block out the voice. This part had always been her favourite, his little addlibs, changing the song from a horrible love song to the sweetest lullaby.

Rachel, please don't cry

Oh, it all seems so unfair

Just when I woke up I sleep again

That doesn't matter now

The only thing that matters is the time we had all day

But I never got to-

The only thing you have to know is that I love you

And you're the only one that can keep out family alive

So Rachel, don't forget me.

Rachel was entirely in her own mind, remembering her father asking her this, night after night, luckily her fingers kept playing and her voice remained strong.

I promise daddy

Remember, I love you, you won't be far away

I just close my eyes and bring back yesterday

And we'll be there together

Love will turn back the hands of time

Whoa oh, turn back

Rachel sung through the chorus, her voice loud and perfect, until the last line when she couldn't help the slight crack. As soon as she finished Rachel dropped her head to the piano top, letting the sobs rack through her body, allowing the pain to take over. She felt the pressure behind her before she felt the hand on her shoulder. She almost flinched away but she would recognise that pressure anywhere. She may not like the woman but she needed her mother right now. She threw herself into Shelby's arms, crying impossibly hard.

"Shhh sweetie, it's OK. I got you. Shhh," Shelby rubbed Rachel's back and stroked her hair. She had heard that Rachel's father had died and had tried to reach out, but after everything she decided it was best to let the young girl deal with it herself. She now regretted her decision; once again ashamed of the unnecessary pain she had put this small girl through.

Rachel's heart wrenching sobs eventually calmed down, becoming just sniffles. Eventually, when she was quiet, Shelby pulled back, offering her a tissue. Shelby held Rachel's face in her hands, staring into the girl's eyes.

"Grease 2? Really Rachel?"

Rachel couldn't help the laugh that escaped.

"Guilty pleasure. My Daddy always loved it; he said the Reproduction song gave me the birds and the bees talk in a way he never could. I think it's the start of my understanding lyrics better than actual conversation."

Shelby reached into her bag, pulling out a bottle of water and handing it to Rachel. Rachel smiled, remembering the story she had told Shelby and being happy that Shelby had remembered it.

"Do you want to talk about it sweetie?"

Rachel shook her head, gulping down the entire bottle of water.

Shelby nodded. "I wanted to call when it happened but I didn't know if you wanted me."

Rachel stood, moving away from Shelby. "Kinda like you didn't want me?" The words were soft but Rachel could tell Shelby still felt the sting.

"Honey, I'm sorry."

"What part are you sorry for?"

"I'm sorry that you had to feel the pain of loosing you father the way you did. I'm sorry that I wasn't around to help you with that. I'm sorry that I left you, both when you were a baby and twp years ago. I'm sorry that-"

"Look Shelby, I don't mean to be rude, partly because Daddy always raised me to be polite and partly because you are my teacher, elder, and mother rolled into one, but please, I don't need to hear your apologies. They might make you feel better but they aren't helping me." Rachel gathered her bag and turned to leave.

"It was a beautiful song. Maybe I could rearrange it for you to sing at sectionals?" Shelby smiled; music always brought the two together.

Rachel glanced over her shoulder. "You will not ever use that song to win yourself a trophy. My Daddy sung that to me every night before bed. I might have your talent but he was the one who taught me to use it. Shelby, I will not be joining your show choir."

"Rachel I didn't mean it like that, listen to me. I just thought you liked the song, but don't worry, you can pick whatever song you want," Shelby walked towards her daughter.

Rachel spun around, now angry. "No, Ms Corcoran, you listen you me! I don't care about your stupid Glee club, I don't care about your desire to win another trophy, hell, I don't even care about you. I will not let you use me again, so just..." Rachel quietened, "leave me alone." Rachel turned again and walked out the way she came in.

Shelby remained in centre stage for a second, allowing tears to fall in the privacy of the empty auditorium, before she turned and left back stage.

Unfortunately for both Rachel and Shelby there had been nine other people in that auditorium, all hidden in the back. They continued to stay in their places, all of them shocked speechless. First, not only was Rachel (singing while crying) better than Mercedes and Santana combined, but she was better than anyone they'd ever heard. And second, she was a daughter that Shelby had given away and her father had just died. That was a lot for them to take in. Kurt was the first to snap out of the stupor they were in.

"I must have her!" He declared.

His outburst surprised everyone else, bringing them back to reality as well.

"She isn't some puppy that you can just claim Kurt," Quinn frowned.

"I want a puppy," Brittany called.

They ignored her.

"Kurt's right though, we need her, and, I think she needs us to," Artie smiled.

"Yeah, it looks like she really needs some friends right now, considering it seems like she doesn't have any parents, and she's really sad. My heart hurts now," Tina sobbed.

Mike rubbed her back.

"So Kurt, what do we do?" Finn asked.

"Well, we..."

Puck ignored him again, still caught up in what he had witnessed on the stage. She was the most beautiful person he had ever seen. Singing, crying, yelling, whispering, he wanted her all to himself. He had never felt this way before and it worried him slightly, but all he knew was that he had to know her, and for more than a quickie.

The Gleeks were all sitting in the choir room after school. They had just finished telling Mr Shue about Rachel and were waiting for him to close his mouth and help them plan how to win her over. Before Mr Shue could even reply the object of discussion appeared at the doorway. Her eyes were wide, as if she was surprised, as she looked around the room. She glanced at something in her hand that looked like a map.

"I am so sorry to interrupt, I was just searching for the choir room and this was where I was sent. I'm incredibly sorry, please excuse me," Rachel backed out of the room, about to leave.

"Rachel, wait," Tina called.

Rachel frowned, how did she know her name.

"Oh is this the famous Rachel?" Mr Shue asked.

All the gleeks groaned as they saw Rachel's eyebrows fly up and her feet start moving backwards. She was like a wild animal and he just spooked her.

Luckily Kurt thought fast. He jumped from his chair and ran to her, holding her arm and standing behind her so she couldn't leave.

"Excuse our teacher, he doesn't get out much," Kurt said to Rachel, but loud enough for everyone to hear, causing a few giggles to sound through the room. Kurt began to pull Rachel more into the room, shutting the door behind them.

Rachel was torn between curiosity and fear. She had been searching for Shelby. She had called her father after lunch, telling him about Shelby's reappearance. Unfortunately he wasn't much help and had told Rachel he would be working late and could Shelby actually give her a lift home. Sometimes her luck was horrible

"Let me introduce you. This is Tina," the feminine looking boy pointed towards a goth clad Asian. "This is Artie," he pointed towards a boy in suspenders and a wheelchair. "This is Quinn," he pointed to a blonde in a baby doll dress with a perfect face. "This is Finn," he pointed to a dopey looking giant. "This is Mike," he pointed to another Asian. "This is Brittany," he pointed towards a confused looking blonde, dressed in a cheerleader outfit. "This is Blaine," he smiled as he pointed to a bow tie, 7/8 pants wearing boy (Rachel could see there was something there). "This is Mr Shue," he pointed to the teacher standing behind them, now that Kurt had moved her all the way into the classroom. Kurt glanced around, looking for the remaining classmate and finding him in the back corner, as usual. "This is Puck," he pointed towards a mow-hawked teen wearing a letterman jacket and a smirk that had Rachel staring. "And I'm Kurt" he pointed to himself but Rachel was still staring at Puck.

"Your name can't possibly be Puck." She didn't mean to say it, it had just come out.

Every single gleek laughed at her words, including the teacher and even the boy it had been directed to. The same boy that had just stood from his chair and was moving towards her like he was a predator and she was his prey. Kurt saw the gleam in his eyes and retreated to safety beside Blaine. He felt bad leaving Rachel to fend for herself but he didn't know her well enough to risk life and limb getting between Puck and his newest conquest.

Puck finally reached Rachel, their eyes still connected. He reached out a hand.

"Noah Puckerman," he said.

Rachel took his hand, sending him a full smile, using her incredible acting skills to push her nerves aside.

"Rachel Berry."

Puck kept his hold on her hand, using the grip to hold her in place as he took another step forward, bringing them so close that her chest rubbed his with each breath.

"Nice to meet you Berry."

"It's Rachel."

"Nice to meet you Berry," Puck repeated, smirking dangerously.

Rachel narrowed her eyes, "it's nice to meet you too Noah."

The gleeks gasped, waiting for Puck to snap her down (verbally, he was badass but he would never hit a girl). What they didn't expect was for Puck's smirk to turn into a real smile. Sexual tension crackled through the room, causing Blaine to loosen his bowtie.

Luckily Mr Shue stepped between the two. "Rachel, my students tell me you can sing." Wrong thing to say.

Rachel tore herself away from Puck and began to head back towards the door. "You heard wrong, I'm completely tone-deaf, sorry," Rachel spun on her heel and ran from the room, slamming the door behind her.

"I thought you guys said-" Mr Shue began.

"Dude, she's lying," Puck shrugged, sitting in the closest seat.

"Oh," Mr Shue continued frowning at the door along with the rest of his students.

"The question is why," Kurt was completely enthralled by this girl and he wouldn't stop until he unravelled her mystery, or she was his best friend and sitting right beside him on the way to Nationals. Glancing at the distracted look on Puck's face he may have some competition.

TBC

R and R