Faberry Best Friends ;) (Get it? hahaha)

Takes place during and after the "Promasaurus" episode.

Quinn is meeting up with Santana to count the Prom Queen votes. Rachel stops Quinn to talk to her about how inspiring she is, overcoming everything and still being nominated for Prom Queen and how happy she is that they're friends. This is how my version of the conversation goes. ;)

This is my first fan fic ever, so feedback and comments are most welcome! :D

One shot. Faberry. M.

"Rachel, please. Stop." Quinn rolled her wheel chair so she was right in front of Rachel.

Rachel turned from Quinn, hands flailing, pacing down the hallway, and continued to praise Quinn.

"No, Quinn, you don't understand how much it means to me that we're friends. Since my first year in this high school, you are the girl I wanted to be. I wanted to get a nose job so I could be as pretty as you are. And now to graduate as friends! This is something I couldn't even dream of. Well I did dream of it. I said, 'Rachel Berry, you are a great girl and one day people are going to appreciate you for who you are.' But, to get back on point. Quinn, I'm so happy to be your friend. It's just so amaz-…"

Unbeknownst to Rachel, Quinn stood up from her wheelchair waiting for Rachel to turn around. Rachel turned and Quinn's lips met Rachel's. Rachel immediately tried to pull away, but Quinn's hands went up to Rachel's face and held it. Rachel relaxed into the kiss.

Quinn pulled away and held Rachel's face in her hands. "I asked you to please stop talking, Rachel."

"Stop making out with Berry and help me count these votes." Santana bellowed from the classroom down the hall, carrying the nicely decorated box holding the Prom King and Queen votes.

Quinn sat back down and wheeled after Santana, leaving Rachel standing speechless in the hall.

Funny how spot on Santana actually was.

Rachel couldn't move. She couldn't believe what had just happened. Her mind was racing. Quinn Fabray just kissed me. Quinn kissed me. And I felt something. Something flutter deep down inside of me.

Rachel brought her hand to her lips, remembering the feel of Quinn's lips against hers.

But how can that be possible. I love Finn. I am in love and engaged to Finn. I am going to marry Finn.

Rachel was beginning to panic. And pace.

Did that actually just happen? No. It couldn't have. Rachel Berry, you do have quite the imagination.

"Hey, there you are! I've been looking for you." Finn came up behind Rachel and wrapped his arms around her waist. "I was all alone on the dance floor and missed my girl."

He whirled Rachel around to face him, placing a sloppy kiss on her lips. "Let's go dance."

Rachel let him lead her back to the auditorium, looking longingly over her shoulder at the classroom where Santana and Quinn were counting votes, still dazed from her earlier encounter.

Rachel was in a panic, but being the fantastic performer that she was, showed no distress as she spent the remainder of prom dancing with Finn, her boyfriend, fiancé and prom date. She tried to catch sight of Quinn, who isn't so difficult to spot, wheeling around the dance floor, but she couldn't be found. She was probably still counting votes with Santana.

The time came for King and Queen to be announced. The music stopped and Figgins took the stage, talking about a family of snakes that were living in the toilet. Come on Figgins, get to the point!

Rachel's mind was about to explode.

Finn, let go of her hand and took to the stage with his fellow nominees. That was when Rachel met Quinn's gaze and Quinn winked and looked away as if nothing had gone on in the hallway.

How can she possibly be so calm about this? I am freaking out here. Pull yourself together, Rachel. What would Barbara Stressand ** do in this situation? Calm and confident. Stay calm and be confident.

In the midst of Rachel's internal monologue, Finn was crowned prom King. Rachel cheered and jumped up and down. He did look quite handsome up there on the stage, standing in front of the whole auditorium.

And now the moment for prom Queen to be announced. Rachel's eyes scanned the nominees. That random girl that no one knew was out. Sorry, girl, you stand no chance against Santana Lopez and Quinn Fabrey.

Rachel knew it was Quinn's crown. No one could have beaten her, not even the great Santana Lopez. Quinn is beautiful, smart, talented. Oh my God. This is the same girl who kissed me in the hallway.

Rachel's internal struggle was really getting to be too much. She was about to go find Sue's special punch and take a break during the King and Queen's special dance, when her name was called and the spot light fell on her, only confusing her more.

I wasn't even nominated for Prom Queen. This must be some kind of sick joke, like Kurt getting nominated last year. Just smile and walk to Finn. It will all be fine.

Rachel was in a daze as she got crowned and shared her dance with Finn. Santana and Quinn took to the stage and the only thing Rachel could focus on was Quinn, beautifully belting out the words, Take my breath away. Finn tried to make small talk during their dance, but Rachel couldn't focus on him. The only thing she looked at was Quinn, who winked and smiled at Rachel as Finn pulled her along with the music.

All the kids in glee decided to go to Breadsticks after prom. It was cute how close they had all gotten throughout high school. Rachel had already made plans to stay at Quinn's for the night. Rachel's dads were all for that plan; they didn't want her spending the night with her fiancé. And Quinn's mom couldn't be happier. Quinn choosing to spend the night of her senior prom with a girl, no possible way of getting preggers there! It was a fantastic idea.

Joe had taken Quinn home and Finn dropped Rachel off at Quinn's. Rachel grabbed her pink overnight bag out of Finn's backseat. He got out of the car and gave her a hug, "You were the most beautiful girl at the prom tonight. I was honored to be your King."

Rachel smiled, "Thank you, Finn. I really can't wait to marry you." She kissed him good night, took a deep breath and put on her determined Rachel Berry face.

You can do this. Face Quinn. Not a problem.

"Hello, Mrs. Fabray. Thank you so much for letting me spend the night at your lovely home."

"Oh, Rachel, you are most welcome! You and Quinn make such great friends! I'm off too bed. Don't stay up too late talking about boys!"

"Rachel, I'm up here." Quinn called to her from upstairs. Rachel found her feet moving very slowly, taking every step with extra caution. Rachel was still in a daze from their previous kiss and getting crowned prom queen. It was a very big night for her.

"Hello Quinn."

Quinn was standing in front of her full length mirror, twirling in her prom gown. She rushed over to Rachel and hugged her.

"Congratulations on being crowned Prom Queen! You deserved it."

She kissed her on the cheek before heading back over to the mirror.

"Help unzip me. As much as I love this dress, it's heavy and uncomfortable."

Rachel sat on the edge of Quinn's bed, facing away from her.

"Quinn, I think we have to talk."

"About what, Rachel? Why are you acting so weird?"

Rachel was looking down at her hands. For as long as Quinn had known her, it wasn't often Rachel Berry was at a loss for words. Quinn was enjoying this.

"Quinn. I am honored to be your friend. But I am marrying Finn. And I love him and whatever happened before…"

"Rachel, Rachel. Stop."

Quinn made her way over to the bed and knelt in front of Rachel, making her look at her.

At this point Rachel was crying, silent tears streaming down her cheeks. Quinn reached up to brush them away.

"Rachel. I know you love Finn. I once loved him too. But you're too young to throw your life away on a guy. Believe me, I know."

"No, Quinn, you don't understand. I want to be with him. Always. I've thought about this. I've made lists of the pros and cons. And charts, lots of charts and diagrams. He is the man I want with me at my Broadway shows, cheering for me in the audience and walking hand in hand with me down the red carpet at all my movie premieres."

Quinn wanted to throw up a little. She had been with Finn; he honestly wasn't that great. She had no idea what Rachel saw in him. She must was much too talented for him.

"Rachel, that's fine. You are in love with Finn. But we're friends. Best friends. Trust me, it's okay to kiss girls sometimes. How do you think I survived most of high school? Santana, Britt and I aren't called the Unholy Trinity for nothing."

She winked at Rachel who finally smiled and walked back to the mirror. "Now, please help me get out of this dress!"

As much as Quinn wanted to strip out of her dress and take Rachel right there on the bed, she realized this was going to be a tough situation. A more tender approach was definitely in order.

Quinn had been waiting a long time to get Rachel Berry. Quinn wasn't sure how far Rachel and Finn had gone, but she was sure there was a sexual deviant in there just waiting to be released. That's how Quinn was, once upon a time.

The Celebacy Club always turned her on; the thought of her not supposed to be horny just made her want sex all the more. It didn't help that her two best friends on the Cheerios were horn dogs and had been hooking up on every over night cheerleading tournament since freshman year. Quinn had joined in on a few on those herself and became a pro at pretty much anything sex related, which only made things worse for all those nights spent in the hot tub with Finn. Because after sex with Britt and San, a terrible make out session with boring, bad kissing Finn didn't even come close to making her feel anything. So she moved on to Puck, the bad boy. And while he was a pretty good lay, we all know where that ended up. No more babies. So then the pink hair days came and no matter how many people she hooked up with under those damn bleachers, she still came away feeling empty inside. That was when this thought hit. Rachel. Don't let those horrific cat sweaters fool you, she had to be wild on the inside. And everyone knows it's the quiet ones you have to look out for. Quinn shook her head to re-think that last statement. Rachel is anything but quiet. Sexually quiet. Yeah, that's better.

After taking off her prom dress, Quinn, in her sexy black bra and panties, sauntered over to her pajama drawer and pretended to hurriedly dress herself in tight gray yoga pants and a purple tank. She didn't want to freak Rachel out so early in the night.

Quinn helped Rachel out of her dress too, her fingers lingering a little too long on the strap of her hot pink bra. Quinn was so tempted to unhook it, but she resisted. While Rachel dressed, Quinn took in the sight of her. Quinn knew Rachel had a strict workout routine and diet, preparing her for her career of stardom and Rachel was in pretty good shape. Sue Sylvester would probably be quite impressed with those abs. Quinn imagined running her fingers and her tongue down them. Soon. Now seeing Rachel sitting cross legged on the bed wearing bright pink pjs with multi-colored stars, Quinn couldn't wait to get Rachel's clothes off.

Quinn had made them popcorn and they were drinking non-alcoholic wine. Quinn bought it to celebrate. Prom, finally hooking up. Things that needed to be celebrated.

As ironic as it was, they really were having a good time. They were reminiscing about the past few weeks; glee and nationals**, and prom. Everyone's plans for after graduation. They were laughing and Quinn made it a point to touch Rachel as much as she could, flirtatiously on the arm or leg.

Rachel laid down on Quinn's bed and got suddenly got serious. "Quinn, I really did mean what I said before. About us being friends..."

She sat up and made eye contact with Quinn. "I do think you're really great."

Quinn took this as her cue. She grabbed Rachel's head with both hands and kissed her hard on the mouth. Rachel didn't try to back away like before, but she definitely tensed up at the contact.

"It's ok. Just try to relax."

"I just want you to know that I really do love Finn."

Quinn smiled, mostly to herself. "I know you do. We're only friends. Best friends. And this is what best friends do at sleepovers."

Quinn reached over to kiss Rachel again and this time she didn't pull away. Instead, she leaned in, eager for their lips to meet again.

Quinn slowly laid Rachel back down on her bed. "Rach, as much as I'm loving these pj's, I'm not sure how much longer I can stand them."

Rachel laughed and pulled her shirt off, revealing perky tits in her bright bra.

Quinn shifted so she was behind Rachel and ran her nails up her tight abs to her grab her tits from behind. Rachel's breath caught in her throat at the touch of Quinn's hands. Quinn's lips dipped down to Rachel's neck and shoulders, giving soft bites on her tan skin.

Quinn's hands dipped down into Rachel's bra and came into contact with her tits, hard and ready to be sucked.

"How bad to you want this Rach? You gotta feel good right now. I know Finn doesn't give you attention like this."

As Rachel's breathing increased with Quinn's taunting, she shoved her hand down into Rachel's pants and ran her hand over the sheer underwear covering her already dripping pussy.

"I can feel you Rach, just dying for somebody to really touch you, let it out."

Rachel was gyrating on Quinn's hand, whimpering at the feel of her cunt rubbing against Quinn.

"Pl-ea-se..."

Rachel could barely form words. Quinn loved the effect she could have.

She threw Rachel back on the bed and ripped off her pants in one fluid motion.

Quinn spread Rachel's legs and ran her nails along her inner thighs.

"Tell me how bad you want it, Rach. If your pussy just aching?"

Rachel's back was arched and she was feeling herself up.

"God, Quinn, why do you have to be such a tease? You claim you're so good, well let's see what you got."

Quinn took that as a complete invitation. She pushed aside Rachel's soaking panties and slid one finger along Rachel's dripping pussy.

Rachel bucked with the touch, already cumming.

"Oh Rachie, that was nothing."

Quinn continued to stroke until Rachel's pussy, sliding one finger inside her hard.

"Take your bra off, Rachel. Feel yourself up."

Rachel was like a puppet in Quinn's hands; she would do whatever she was told.

Rachel unstrapped her bra and held her breasts in her hands, cupping them and pinching her tits.

Quinn continued to push her finger in and out of Rachel's tight folds, getting closer to the bed to suck Rachel's tit.

While Quinn was pre-occupied sucking on Rachel, Rachel was pulling off Quinn's top.

Quinn hurried out of her shirt and pants, connecting with Rachel's lips as often as she could.

Rachel wrapped herself into Quinn, her dripping pussy right up against Quinn's thigh. Quinn pushed up and Rachel rode down, riding out another orgasm.

Rachel unhooked Quinn's bra and grabbed her tits, shakey at first, but as she bent down to lick them, Quinn leaned back and gave Rachel a better view. With Rachel on top, she was now in charge. Rachel had never been with a girl before, but Quinn seemed to be up for anything. Rachel sucked her tits and trailed her tongue down her rock hard stomach. She stopped when she reached her panties.

Quinn wasn't sure what to expect and was shocked when she felt Rachel's tongue slide across her sheer underwear. Quinn looked down to meet Rachel's eyes, full of longing and interest at what she could make the other girl feel. Rachel continued to lick at the fabric, rubbing it against Quinn's clit and into her pussy.

"Nice Rach. Not bad at all for your first time." Quinn's voice was shakey, as she was turned on, excited to be touched by a girl again. It had been a while since she'd been invited to join San and Britt for a night of fun.

"I'm a very fast learner." She winked at Quinn and grabbed her waist, pulling the underwear down and throwing them across the room. Rachel dove right in and licked straight down Quinn's bare pussy.

"Fuck."

She continued to eat Quinn out and then shoved a finger inside.

"Quinn, I want to 69." Rachel's words vibrated against Quinn's pussy, making her cum.

Quinn guided Rachel's body so that it would be on top of hers and Quinn's mouth found Rachel's cunt. The second Quinn licked Rachel, she was completely unfunctionable. Quinn was pretty sure no mouth had ever been down there because Rachel's reaction was so intense. She was moaning and breathless and cumming like crazy. Quinn took this as her opportunity to slide out from under Rachel and take her from behind. Rachel was on her hands and knees, mouth open, but no sounds coming out. Totally not ok. Quinn slid one finger into Rachel's pussy, shoving it in and out as Rachel rode back into Quinn's hand. Quinn rubbed her back and ass, guiding and moving her, faster or slower with the rhythm of her own pumping hand.

After multiple orgasms, Rachel fell onto her chest, her body physically exhausted from the workout Quinn just gave her. Quinn had also come multiple times, just from getting Rachel off.

Quinn slumped down next to Rachel on the bed.

"How was that, Prom Queen?"

"Well, I maybe able to take it easy on my morning workout tomorrow, you think?"

Quinn laughed rolled Rachel off the comforter so she could get her into bed.

"All I know is, I'd like to have more sleepovers with you, Quinn."

Quinn smiled as she got into bed beside Rachel.

"Happy to hear it, Rach."