In a small town like Lima, Ohio, there were hardly very many things to do for entertainment during the summer months. If you had enough money, and you were lucky enough, you probably got the chance to leave the town for camp or a vacation somewhere else. Cheer leading camp was Quinn Fabray's usual way of spending her summer months. But that wasn't going to happen this summer since she quit the Cheerios. Many months had passed since she made this decision and now she was beginning to regret it more than ever.

Sure, Coach Sylvester didn't really care much about her and the rest of the squad. But being a Cheerio meant that she was actually somebody in this good for nothing town. She knew that in the future, when she looked back on her teenage years, she would have the yearbooks to prove that she was on top of the world at McKinley High. But that wasn't going to happen now that she had gone through a teenage pregnancy and quit the Cheerios just when she was getting back out there.

And just what did she give that all up for? Glee Club? It seemed like a good decision at the time. But looking back, it was all for nothing. New Directions couldn't even win Nationals, thanks to Rachel and Finn. They were all losers who were probably destined to stay within this crap town until the day they died. The sooner Quinn accepted that, the better.

With thoughts like these on her mind, it was no surprise that Quinn was in quite a funk this summer. After a few weeks of nothing but laying out by the pool with no summer ambitions other than working up the perfect tan, her mother put her foot down.

"Quinnie, you're almost eighteen. Go out and have some fun! Meet a few guys!" she insisted, sitting down in the lounger next to her.

"You mean you want me out of the house while you entertain your new boyfriend without worrying about me walking in on you," she replied, not even bothering to turn to look at her mother.

There was an awkward pause that spoke louder than words.

"Thought so," muttered Quinn flatly.

"Whatever the case may be, you need to go do something with yourself. Maybe you can get together with your friends and come up with something. I don't care what, just go do it," she said firmly.

Rolling her eyes, Quinn pushed herself up off the lounger and set off into the house.

Like it or not, her mom was right and she had to come up with a better use of her time. So she called up Santana and Brittany to find out if they had any ideas. It came as no surprise that Santana was willing to do anything Brittany wanted to do. Brittany had decided to spend her summer taking drawing classes to help her with her latest dream that entailed coming up with her own dance performance wear for the dance class at the youth center she was teaching at. Deep down, Quinn really wanted to jump at the chance to take a drawing class for a reason she'd never share with her best friends. So she agreed without the slightest trace of hesitation.

Which brings us to today.

Quinn tucked her recently shortened blonde hair behind her ear and adjusted her sunhat before entering the building. There was a 14x17 pad of drawing paper tucked under one arm and a box of brand new art supplies in her other hand. She was hoping to meet up with Brittany and Santana early so they could get seats next to each other, but from the looks of it, she arrived too early. When she pushed the door to the designated classroom open (after about a minute of trying to grip the handle with her hands full), she proceeded in to find a seat.

There was one other person in the room, a young man in a dark gray button up shirt with his sleeves rolled up to his elbows and familiar head of curly brown hair looking out the window. Quinn bit her lip instinctively at the sight of him running his hand through those perfect curls. However, when he turned around, her eyes widened in utter horror.

"Jesse?" she asked; the disbelief evident in her tone.

Chuckling softly, he crossed his arms in front of his chest and stepped forward to properly greet her. "Hello, Quinn. It's a surprise seeing you here today," he said, his voice smooth as ever.

"I could say the same for you," she replied, sitting down at her seat in the front. "What are you doing here, anyway?"

Jesse took a few steps closer and sat at the edge of the desk top next to her seat. "I'm doing a favor my uncle. He owns this place. I'll be helping the teacher out with something for class," he explained, leaning over to try and get a glimpse of her sketch book to see if she was any good, but she quickly pulled it away from his line of sight.

"I meant what are you still doing in Lima? Rachel's with Finn now…" she explained, her eyes focusing on the still life objects at the other end of the room to avoid having to look him in the eye. Although she made it seem as though she was fine with it since New York, she really was still hurting over her breakup with Finn and his sudden relationship with Rachel was a sore spot for her. But with her eyes away from him, she failed to notice his face cringe in response to her statement.

"I was made aware of this union in New York if you don't recall," he replied bitterly.

"Sorry…"

Although Quinn was never one to apologize very much or show sympathy, she really did feel bad. After having Finn leave her for Rachel, she was very much aware of just how much pain he might be in right now. They were both second prize to the people they were in love with. A very small smile flickered across her lips upon the realization that she and Jesse St. James actually had something in common.

"I'm just tying up a few loose ends here and there before I head off to New York to begin the auditioning for shows," he explained.

"Does Rachel know you're leaving?" she asked, turning to look at him.

He looked down and shook his head. "She's been too distracted with Finn to even bother talking to me since we came back from New York," he said, shrugging to make it seem as though it wasn't hurting him at all.

"That sucks…"

"Yeah…"

The awkwardness in the room was so thick, Quinn was sure she could cut it with a knife. She grabbed a handful of her already pointy pencils and walked over to the sharpener on the instructor's desk to re-sharpen them and give her something to do.

"So I never took you for the artsy type," said the voice of Jesse, suddenly right behind her. She jumped and turned to see that he had followed her over.

"You don't know anything about me," she reminded him, continuing to focus on her pencils. "As a matter of fact, I don't believe you've ever said this many words to me before."

Jesse leaned against the desk and grabbed the pencils from her hand so he could sharpen them for her. "Let's fix that, then," he said, looking up from the pencils.

Quinn raised a thin eyebrow at him and leaned against the wall with her arms crossed. "Okay," she said with a small nod. "I actually really love art. When I was a little girl, my mother and father used to take me to museums and I used to do really well in all of my art classes," she explained, not knowing why she was actually bothering to have a discussion with Jesse St. James. She was careful to leave out the part where drawing was all she used to do when she was an outcast in middle school to keep her mind off the fact that nobody ever wanted to sit with her at lunch or invite her to all the slumber parties on the weekends. "But I don't really draw anymore these days. I kind of gave it up once I began cheer leading."

This was true. But the real reason she gave it up was because it reminded her too much of those lonely Lucy Fabray days as a loser and she never wanted to look back. The only time that she had ever drawn since then was when she was pregnant. It was therapeutic. And with losing Prom Queen, Nationals, and Finn, she found herself turning to her old coping mechanism more and more these days.

"I can tell that you're passionate about it by the look you have on when you talk about it. Your eyes sparkle," Jesse observed, tilting his head with intrigue.

She bit her lip and looked away, not quite knowing how to respond to that.

"Can I see your stuff?" he asked, walking back over to the desk where her things were at.

"I really don't think—"she began, but he had already sat at her seat and grabbed her sketchbook.

He flipped through the first few pages and scanned each sketch, occasionally taking a few extra seconds to focus on pieces he found really good. He'd expected to find some mediocre drawings of the actors from Twilight, but was surprised to find some really great sketches. As he flipped through the pages, he saw a reoccurring theme on each page. Almost every drawing was of infants and small children. It didn't take much thought for him to realize just why she had chosen to draw these things.

"Quinn…" he began, but before he could continue, she had suddenly snatched the book away from him.

"That's private, Jesse. You had no right to look at that," she snapped, shaking with anger.

Jesse nodded silently and stood up so she could take her seat at her desk, taking the seat right next to her instead. "I'm sorry," he muttered after a moment of silence. "You really miss her, don't you?"

Quinn nodded quietly and looked away, the moment getting way too serious for her own liking. Sensing that, Jesse nodded and didn't press the issue any further.

"You're really good, though," he said, his lips curling up into a smile.

At that moment, Quinn wished she never cut her hair off so she could hide the smile that had crept upon her lips from him. But with her shorter hair, it was very much visible.

"I think you have a real gift here. Are you going to pursue an art career?" he asked, genuinely curious.

She looked over at him and shook her head, her smile now fading slightly.

"That's a shame," he replied, shaking his own head. "Hmm, let me guess. You like to argue. Law school?"

She gave him a very small glare and shook her head again, "No."

"Medical school?" he asked, running out of ideas.

"What makes you think I could ever be something so big?" she asked curiously.

Jesse's eyebrows pulled together in confusion. "Why not? You're a very intelligent young woman with enough power to part a sea of students in the hallways effortlessly," he explained simply.

Quinn shook her head and flipped her sketch book open to a blank page to begin doodling. "I used to have that power. Not anymore," she explained, not quite sure why she was opening up to someone she never in a million years had expected to be having a conversation with.

"I don't believe that. I think you could reach out and grab it if you wanted it enough. If you truly wanted it, you can do just about anything," he said confidently.

This absolutely irritated Quinn beyond belief. Who was he to say that she didn't want it enough? She had spent all year tirelessly trying to regain her status at McKinley, but no matter what she did, she failed. As a matter of fact, she had failed at just about everything she tried to do except for her studies.

Crossing her arms in front of her chest, Quinn snapped her head at Jesse and gave him one of her typical death stares that she usually reserved for those who have really gotten on her nerves. "Listen, St. James," she began, her patience wearing thin. "If you would have actually been there this year, you would have seen just how hard I worked to get it all back. So don't you dare say that I didn't want it enough! You have no idea!"

Jesse stood up and sat on the edge of her desk with his arms crossed. "Why don't you take that anger and determination that you're using to prove me wrong right now, and put it in chasing your dream? What's your dream?" he asked, totally unphased by her intimidating glare and tone. He was actually quite amused that she let him get to her so easily.

Quinn's angry stare faltered a little when Jesse didn't seemed phased by something that would normally get her labeled as "Scary Quinn" by Finn. She looked down and tried to focus on her drawing. Knowing he was waiting for a response, she glanced back up at him and opened her mouth to reply, but froze when their eyes locked.

He was staring into her eyes with such sincerity that she honestly didn't understand. He didn't know her and hadn't taken much of an interest in her before, and now he was talking to her about her dreams. If she were wise, she'd stop this conversation now to avoid having to open up more, but the longer she looked into those bluish green eyes of his, the more she wanted to.

"I don't really have much of a dream. Well I do, but its unattainable," she confessed, her voice low and shameful.

Jesse tilted his head to the side in confusion, but didn't ask any other questions. He instead waited for her to continue.

"I know that realistically, I'll likely never get out of this town and do anything much more than selling real estate and raising a few children. If I'm lucky I'll marry Finn and we'll grow old together here," she explained quietly. "That's all I could really ask for because that's all I can really get."

"Says who?" replied Jesse simply.

"Well I—"

"Who says you can't go become anything you want to be?"

"Let's be real, Jesse. Maybe two people who graduate McKinley ever leave the town. It really takes quite a lot to get you out of here. I'm not Rachel…" she went on, her voice trailing off at the end.

Jesse's eyes flickered down slightly at the mention of Rachel. But he quickly recovered and returned his attention to the blonde in front of him. "I think you can still do it if you really tried. I mean, look at what you've been working on for the past ten minutes…" he said, pointing to her sketchbook in her hand.

Quinn glanced down at her sketch book and let it rest on the desk so Jesse could see. There was a quick, yet very detailed sketch of Jesse that was already very well done in its early stages. Jesse grabbed it from her and smiled down at it in approval.

"You kind of got my hair slightly wrong, but I won't hold that against you," he said casually, receiving a "Hmpf!" from Quinn. "It's nearly impossible to truly capture. When my parents had a portrait of me done, they had the painter re-do my hair fifteen times until it was accurate enough for our liking," he recalled, his lips curling into a smile as though it were a fond memory.

She snatched the sketchbook back from him and began working on fixing his hair, determined to get it right.

"Stop smirking at me like that, it's distracting," she muttered, trying to focus on her drawing.

Jesse chuckled softly and tried to keep a straight face for her to finish her sketch.

"You must be loving this," muttered Quinn as she worked on blending the shadows around his face. "Being the center of attention while someone tries to focus on your features long enough to turn it into a piece of art."

"More than you know," he replied with a smirk, but returned it to a straight face when she jabbed him with the end of her pencil.

"Oh this is doing wonders for your already inflated ego," she said, a smirk similar to his forming on her lips.

"I think that smile on your face says that you secretly like it," he replied, raising his eyebrow slightly.

"Shut up…" she said, her smile growing even wider.

Nothing else could be said between them because at this point, people began filtering into the classroom to get ready to take their drawing lesson. Quinn straightened up her posture and glanced back at the door to see if Brittany and Santana were one of them, but they were still nowhere to be seen.

"Expecting someone?" Jesse asked, waving his hand in front of the blonde's face.

"Just Santana and Britt," she replied, returning her attention to her drawing.

"Ah yes, The Unholy Trinity, I believe?" he asked, recalling when Rachel told him all about the group whom she referred to as her "Terror Trio".

Quinn chuckled softly and nodded. "That's us."

"Are you done yet? Let me see?" he asked, trying to crane his head over her sketchbook to steal a glimpse, but only receiving another jab with her pencil.

"You'll see when it's ready," she replied in a sing-song voice.

Jesse rolled his eyes and looked back at the door, standing up when the instructor walked in.

"Well Quinn, this has been fun, but I need to get to work now," said Jesse, rubbing his hands together.

"What do you mean, work?" she replied, tilting her head slightly in confusion.

"Oh you'll see."

He turned on his heel to go to the middle of the room, passing Brittany and Santana on the way. Ignoring their confused looks, he strolled right past them and sat on the edge of the instructor's desk to have a word with her.

"What on earth is Jesse St. Jackass doing here?" asked Santana, taking a seat next to Quinn with Brittany right next to her.

"I'm actually not really sure…" she replied, looking up at him. "And don't call him that."

Santana raised a thin eyebrow at Quinn and gave her an extremely suspicious stare. "What the—"

"Don't," she insisted.

Rolling her eyes, Santana shifted her position in her seat to face Brittany, who was busy carefully organizing her kitten shaped erasers in front of her on her desk.

The instructor clapped her hands together and stepped out in the middle of the room with Jesse right behind her. She exchanged a few greetings with some students she knew from other classes before clearing her throat to fully gain everyone's attention.

"Good afternoon, class. So let's just get right into things today with studying the human form. The best way to learn is with a model so Jesse here has agreed to lend his services," said the instructor, gesturing to Jesse right behind her.

"Of course," muttered Quinn under her breath, rolling his eyes at him when he sent a smirk her way.

But the second she saw Jesse beginning to unbutton his shirt, her eyes widened. He obviously caught that look on her face because his smirk grew even wider. He pulled off his shirt and set it aside before immediately getting to working on removing his boots and jeans.

"Oh God, he isn't…" started Santana, her face contorted in disgust.

"Does Mr. Schue know that you're getting naked in front of the class today?" asked Brittany with an innocent smile spread across her face.

Jesse was in the middle of dropping his pants when he looked up at Brittany in confusion.

"Your dad should know…" she explained with a shrug.

"Is that really necessary?" asked Quinn when Jesse reached for his boxers, unsure if she should shield her eyes.

"If I may?" asked Jesse, standing up straight.

"By all means…" said the instructor, stepping aside.

"Quinn, the human body is a beautiful thing and the best way to study it is in its raw form. Trust me, you'll enjoy it," he said, a bit too smugly for anyone's taste.

"If you say so…"

"Jesse is right. Now if you all are ready to get started, we can begin as soon as Jesse finishes undressing."

Jesse took that as the signal to go ahead and drop his boxers. He did so without the slightest hesitation, and when he stood back up he looked out at the rest of the class with a highly amused look on his face. Most of the students all seemed to have a similar reaction: a mixture of shock and arousal. That was all except for Quinn, Brittany and Santana.

Brittany's face was pulled into an incredibly wide smile at the sight of his naked form. Santana was looking from Jesse to Brittany in a mixture of amusement and confusion. Quinn simply stared with her head tilted and her eyebrows raised.

"Sanny, I don't think it's supposed to be that long. I'd know. I've seen a lot," whispered Brittany.

Santana simply shook her head and returned her attention to Jesse, looking completely torn as to why she was oddly turned on by the sight in front of her. "No se como, pero, me gusta…" she muttered under her breath, nodding in weird approval.

Jesse sat at the edge of the bench in the middle of the room and turned his face to look at Quinn, obviously amused by the way she stared at him. Her eyes quickly snapped up to his face upon realizing that she was staring inappropriately. When she noticed that he was staring back at her, her cheeks immediately reddened and she glanced back down at her blank piece of paper.

Knowing she had to look back up at him eventually, she reluctantly peeked back up at him. But he was still staring at her, this time with an even more amused look on his face. "STOP THAT!" she mouthed out silently, her lips curled up in a smile she couldn't control. He simply shrugged and turned his head to look away, still glancing back at her through the corner of his eye.

She pursed her lips and tried to concentrate on her drawing, the embarrassment from the situation soon being replaced by determination to get through this despite Jesse's obvious amusement at her discomfort. It didn't take long for her to get in the zone and focus on her sketch. Over the course of the next hour, she manage to complete three pieces that she was fairly proud of. When the instructor made her rounds around the classroom, she stopped for a moment next to Quinn to commend her on her technique, asking if she had taken any classes prior to this one.

"Nothing formal," she replied, looking up from her paper.

"Well my dear, it seems to me that you have a gift," said the instructor, placing a hand on her shoulder before moving on to Brittany, who wanted to know if she could use glitter for her piece.

At those words, Jesse looked back at Quinn with a smirk, mouthing out, "I told you!" But she simply rolled her eyes and returned to her work with a proud smile etched onto her face.

When the class was over, Quinn followed Brittany and Santana over to the sink at the end of the room to wash the lead off their hands. As they did this, Jesse took the time to get dressed again. When they finished, she turned back to see Jesse sitting at her desk, politely waiting for her to show him her sketches from the class that day.

"We're going to the Lima Bean to meet up with Kurt and Blaine. Are you coming?" asked Santana, bending over to pick up her art supplies.

"Save me a seat. I'll be there in a bit," she replied, glancing back over at Jesse in the corner of her eye.

"Are you two…?"

"No. No way. It's definitely not like that," she said quickly, shaking her head.

"He was looking at you the way he looks at Rachel," muttered Brittany.

"I have no idea what you mean," she replied, turning away to head over to him.

Santana linked pinkies with Brittany and led her out of the room, taking one more glance back at Quinn suspiciously before she did.

Quinn sighed and made her way over to Jesse and flipped the book open without a word.

"Okay, go ahead and tell me that I didn't get your hair right," she sighed, crossing her arms in front of her chest.

Jesse glanced down at the drawings silently, flipping between each of them with a critical eye.

"I think you've just about got it. Great job, Quinn," he commended, looking up at her with a proud smile.

"You're kidding. You're not going to tell me to redo it fifteen times until it's perfect?" she asked, sitting on the desk like he did before.

"I would if there was something wrong with it. However if you'd like to practice some more, I'd be more than willing to pose for you again," he replied, that signature smirk returning to his lips once more.

"Gross…" she muttered, looking away to hide the smile on her face.

"That smile tells me otherwise…"

"Okay, what do you want, Jesse? I just don't get it," she finally asked, unable to hold back her curiosity any longer.

Jesse stood up from his seat and sat on the desk next to her.

"Who says I want anything?" he replied smoothly.

"It kind of seems to me as though you're flirting," she said, pursing her lips at him.

"Is that so?"

"…Are you?"

Satisfied with her confusion, Jesse stood up and began backing away towards the door.

"I guess you'll never know," he shrugged. "I'll see you next week, Quinn."

"What do you mean?"

"I'll be the nude model here for the next three weeks. I can't wait to see your work get even better. Maybe by the end of these classes you'll have the guts to actually use this gift of yours to get yourself out of this town and make your dream come true," he replied with an encouraging smile.

Quinn rolled her eyes and returned to packing up her supplies. Jesse turned to leave, but when he reached out for the handle, Quinn opened her mouth to speak.

"Do you really think I'm good enough to get out of here?" she asked quietly, kicking herself for showing vulnerability to someone who usually seemed so heartless.

Jesse turned around and smiled, nodding silently. "You have the talent to get you there. You just need to truly want it. Do you really deeply want it, Quinn?" he asked, taking a few steps back to her.

"More than anything," she replied seriously, her voice low.

"Then you have nothing to worry about," he smiled, reaching out to grab her sketchbook from her to help carry it to her car.

She gave him a grateful smile and picked up her case of pencils with one hand and her sunhat in the other. Just before she pulled it on, Jesse snatched it from her hands.

"Hey!" she protested, reaching out to snatch her hat back from him.

"No more of these ghastly hats. I don't know what possessed you to start wearing them, but they age you and detract from those beautiful eyes," he said, reaching out to brush her bangs out of her face.

"If you say so," she replied, feeling a boost of self confidence at his words. Now that she thought of it, it was something that she could easily see her mother wearing and she did not want to emulate her mother's fashion sense.

"Come on, I'll walk you to your car," he said, tossing the hat in the trash.

"I'd like that."

She didn't really know why, or where this was going, but Quinn left that classroom that day feeling more hopeful than she had felt in a really long time. She wasn't sure whether or not it was all because of Jesse's reassuring words or the fact that she now knew that her talent in something could actually get her out of Lima. But she still felt it. As they walked down the hall together in mutual silence, she couldn't help but actually start to see what Rachel saw in Jesse. Not only was he incredibly attractive (something she probably wouldn't be admitting to him anytime soon, fearing that his head would fall off if it grew any bigger), but he was actually sweeter than everyone made him out to be. The fact that he so strongly believed in her and wanted to see her succeed really took her by surprise.

When they reached her car, Jesse helped her load her art supplies and began backing away to head over to his Range Rover a little further down the lot.

"I'll see you around, Quinn," he said, waving goodbye.

"Hey Jesse!" she called out, waiting for him to turn back before continuing, hoping he didn't get upset by what she was about to tell him. "I know it may seem like I'm biased because of my history with Finn, but Rachel was a real idiot for not choosing you."

Jesse looked down for a moment and exhaled a small sigh before looking back up at her with a weak smile. "Thanks. That means a lot," he said genuinely.

They both exchanged small smiles before waving goodbye and setting off in the opposite direction, both unsure of how they felt about what happened between them that afternoon. Despite the uncertainty, it was safe to say that they both left that day feeling so much better than they did going in.