A/N: Takes place during 'Prom Queen'. Artie/Santana FRIENDSHIP. Brittana mainly with mentions of Bartie. Enjoy! Please Read and Review! Reviews are love!

Disclaimer: Am I rich and/or awesome? No, so I own nothing. Glee belongs to it's creators and FOX.

"Hey, um can we talk?" She asked him, slowly approaching his locker. Was this how she would go about this? It's not like she has ever done anything like this before and it was getting to the point where she really didn't even know what to do, she was going off of what she had seen in movies.

She didn't even know what was possessing her to do this. I mean if a week ago, someone told her that she would feel that she not only should do this, but feel that she had to do this. She would've kicked their ass so hard that it would've fucked them up into the next century. Yet she felt this way and like few things in her life, she decided to control it.

"About what?" He said dryly, keeping his focus on his locker, as he unloaded his books, trying to avoid eye contact.

She was the last person on the planet he wanted to talk to. He had just sung his heart out to Brittany to forgive him for calling her stupid and it had failed. All he wanted to do was make it up to her. He really didn't even want her back at this point, he just wanted her to be his date to prom. For them to have a good time and together and hopefully get to a point where, even though they most likely would never be a couple again, they could just be friends. But all this drama happened, and he was a jerk but he didn't mean to be, now a huge part of his driving force for being that jerk was standing at his locker. Again the last person he wanted to talk to.

She sat down on the ground in front of him so she could be at a closer eye level with him. "I wanted to say I'm sorry." she blurted out.

It was at that phrase that Artie looked up. Santana Lopez was never one to apologize. She was a bitch. Hell, the biggest bitch in the entire school, her apologizing to him, didn't even seem possible, let alone right.

"What are you sorry for?" His tone still the same, he was still angry and he didn't even know what she was going to apologize for.

"I-I shouldn't have manipulated Brittany like that while you were with her. No matter what feelings I have for her, she was with you. You were the one who got cheated in this, not us. I'm just sorry." she finished, blurting out the last part quickly.

Artie put down his books and shut his locker slowly, locking his wheels so he could face Santana. How he was feeling right now, well let's just say shocked was an understatement

"Never thought I'd see the day where you would apologize to me for fooling around with someone." He said softly.

"I flaked on Britt," she said abruptly. "I promised her I'd go on her weird cheese show and let her ask me to prom and tell the entire universe how I felt and I couldn't do it. I can't even get up with guts to actually be with her when that was all I've been trying to do. When I've been expressing to her, and manipulating her to be with me and, and then it worked. You two broke up, that's what I wanted. Now I have my chance and I'm not even brave enough to take it." she finished with her voice getting thick, and her eyes getting misty.

Artie felt his heart sink a little bit as he looked at her teary face. As much as everything that happened with Brittany stung, and even though Santana had been a cause of that pain, it was just plain sad to see her cry. This wasn't like her weepy, hysterical cries when she got drunk. She actually looked vulnerable. Artie could appreciate and understand how hard all of this must be on her. Santana was always so tough, but in reality when it came down to it, she was just scared.

He too a deep breathe, "Look, I obviously don't like being played and cheated on. It's not fun, and yeah I have feelings for Britt, but I can understand how difficult all of this is for you to deal with. You wanted her, and you didn't know how to go about without cheating or manipulation because you've always thought that's the way to get what you want. Why should this be any different? I know you know it's different now, even though it took you some time to figure it out. It's different because these feelings that you have for her, are different than any feelings you've ever had for anyone else. It's not the same and I'm happy you've realized that. I'm happy you've realized that, and with it actually said you're sorry to me, and I accept it."

As he finished more tears streamed down Santana's face, and he couldn't tell what was going through her mind.

"It's hard, Artie. It's so, so hard. All of this, it's just too much. You've seen what has happened to Kurt here, he's been ridiculed, made fun of so much. You saw what happened to Quinn last year, her popularity, everything that she worked so hard for, was wiped away once one announcement was made. I can't go through that." she said softly.

"Hey," he said softly as he awkwardly brought a gentle hand to her face and wiped the tears off of her face. "It's okay, it'll be okay. Yeah Quinn lost her popularity last year, but she got pregnant. That's a totally different situation don't you think? And guess what? She got it all back. You think people don't remember that happened? Of course they do, but she made them forget, she overcame it. Even if that means being a little bitchy sometimes, she still managed to do it. As far as Kurt goes, he fights. He braves through it, and you, are one of the toughest people I have ever seen. If you can't fight through that, than nobody can. It'll all work out in the end. At some point, you'll be ready and it'll work out."

She just starred at him, "You really think so?"

He nodded, "I do."

She let out a brief, sad smile before getting up off the ground, they stay silent for a few seconds.

"I, um I should go." she mumbled out.

He nodded.

"So are you still gonna try and get Britt to go to prom with you?" she asked suddenly as she started to walk away.

Artie gave a small smile, "Maybe try for a dance, I just want us to be okay you know?"

Santana nodded, "You shouldn't have called her stupid, but you do deserve that, you deserve for things to be okay."

"Thanks," he said quietly, "What about you? Think you're up for trying to get her for prom?"

She softly shook her head, "Not yet. I want to but, just not yet." she said making sure she wouldn't cry anymore. Just as her back was turned and she was about to walk completely away, Artie heard one more phrase that he never thought would come out of Santana Lopez's mouth for him to hear.

"Thank you."