AN: Hello, I own nothing but the idea. Enjoy.

Summary: 'Because she notices you Lucy and that's all that matters.' Faberry told through Quinn's best friend Dave Karofsky's eyes.

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The first time Dave met Quinn her name was Lucy, she had brown hair, braces, and was on the heavy side. They were 12 and met by chance in a planetarium during summer vacation watching a light show, she was crying and he was lonely. He sat with and held her hand until the show was over and the tears had dried, she told him about the bullies and he told her about his. He was a scrawny kid with worn out clothes and large feet with an obvious lisp. They talked until security came in and made them go home, Dave walked her to her beach house and told her it was okay. She told him the same and promised they would be friends forever before running into the house.

Every night they met at the planetarium and stayed until they had to leave, some days the hung out on the boardwalk and others they sat on the beach until she had to go home. She always asked him why he never had to go home and he always shrugged, giving her the same answer, 'No one notices me.' And her reply never changed, 'I notice you.' It was a simple friendship with a simple connection and made the summer perfect.

The last day of summer he watched from a distance as her family prepared to leave the beach behind. When she spotted him she ran over and hugged him tightly, she let a few tears him his neck before letting go and giving him a slip of paper, a way to keep in contact, email. He didn't have a computer but he could make use of the one at the library and maybe beg for one when Christmas rolled around. He smiled at her, kissing her on the forehead.

"Bye Lucy."

"Bye, David."

She ran to the car where a tall, impatient looking man stood and closed the door. She looked out the window and watched him and he ran until the car was gone. Lucy Fabray was his best friend.

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Everyday there was a new email, some just long letters and others pictures from both of them. By the time eight grade rolled around Dave had his own desk top and they talked on messenger constantly, all hours of the night until one of them was forced into bed. 4 months into 8th grade Lucy became more and more distant, leaving Dave to sleep at his desk some nights. He was devastated, deleting his messenger and her from his life. He started to focus on playing football and working out, hanging out with the top jocks in school. He didn't need Lucy; he could make other friends, better friends. But everyone called him Karofsky and used him as a shield and the big bully on campus.

By Christmas break Dave had shot up to 5'10, he wasn't some scrawny kid, he had put on a bit of weight and muscle perfectly meld to show he was a football player, and he didn't mind being called Karofsky so much. He didn't mind the fear in people's eyes, he didn't mind becoming the kind of person he use to cower from. He didn't mind much other than not hearing from Lucy. For Christmas break he mostly stayed in his room, no one called him and he liked it that way. He would get on MySpace and scroll for hours, one night he got a friend request from a tall blond girl with fair skin and hypnotizing eyes.

Quinn Fabray has sent you a friend request.

He stared at the screen, accepting the request and going to her page, it was Lucy, it had be –it was either or her sister and he was certain that Lucy's sister was older than both of them-, but she looked different. She wasn't the same person that she was just a year ago, even her nose was different; she was beautiful like she always had been. When he got a message, he stared at the screen momentarily, did he really wanna talk to her after she so easily forgot about him. He opened it,

David,

I'm sorry I left. I had to fix some stuff. My family is moving to Lima, Ohio over the summer. See you then.

Quinn

P.S. – You've gotten big. Also, my name is Quinn now. That's what you'll call me.

Dave reread the message, over and over, he didn't know how to respond so he sent 'Okay' as a reply, and she read it but didn't reply. Lucy was his best friend, he didn't know who the hell Quinn was and he wasn't sure if he liked her. But they were the same person so maybe much hadn't change.

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He didn't see her once over the summer; he was at football camp with the likes of Finn Hudson and Noah Puckerman, earning his place as the third in their rank of power. Finn out front, Puck at his left, and Dave stand on his right. He once pointed out the right hand man was supposed to be on the right and they just stared at him and called him a nerd. He let it go. When they came back he was 6 feet tall and under the control of idiots like Finn, he didn't mind. He was popular.

"Dude, who is that," Finn dropped his football, "With Santana and Brittany?"

Puck looked over, "No clue, Karofsky, go find out."

"Why can't you do it?"

"Hey, we're busy here, all you can do is tackle we gotta work on catching and throwing."

"Plus," Puck started as he ran his fingers over his Mohawk, "if you don't, we'll kick your ass."

Dave stood there and walked close to Puck, staring him down until Puck took a step back, patting him on the arm and muttered something about joking. Dave nodded and walked over to the girls, he didn't like being a henchman, especially not to them. He wanted his own. He wanted to be in control for once. His eyes connected with Lucy…Quinn as he passed by them; he wasn't putting up with Finn or Puck telling him what to do. They could talk to her themselves.

"Karofsky, come here."

Dave sighed and turned around, "What is Lopez?"

"This is the new JV cheerio captain, Quinn, we're throwing her a celebration party. You'll be there."

Dave rolled his eyes, "And if I'm not?"

"Then you might as well turn in your uniform and join the losers at the planetarium learning about Orion's belt."

He watched as Lucy raised a perfectly sculpted eyebrow, watching Santana as he hands went to her hips, she stood like a woman in control and he felt chills. Not the good kind either, it was a cold chill that went through his body and froze him to his spot. Her eyes flickered between disdain and confusion before settling on indifference, he didn't know someone's emotions could change so much in a matter of seconds.

"Let's go." Her voice walk cold, "We don't have time for this. We need to set up the party."

They walked away, she looked back at him a small smile playing on her lips before she was looking straight ahead and walking with the two girls that helped keep the tradition of high school stereotypes real. He kept walking home, ignoring Finn and Puck calling out to him, they could meet Quinn later.

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The party was boring, just to him though, as soon as the Fabray parents left the beer and wine coolers came out and the party was really getting started. Brittany was practically naked, Santana was crying and screaming at her, Puck was dancing alone, Finn was trying his hardest to paw Quinn, and Dave was sitting poolside staring up at the night sky. He would much rather be at the planetarium but he couldn't do that, not in Lima where everyone would hear and he would become a loser and then alone again.

"David, why are you out here?"

He looks over at his shoulder, "Hey Lucy."

"It's Quinn." Her eyes went cold as she walked over sitting at the foot of the lawn chair, watching him, "Why are you out here?"

He shrugged, "I figured no one would notice."

"I notice you David."

A flashback hits, Lucy standing there with watery eyes and brown hair that fell into her face every time her glasses would slip down her nose. Her hand rested on his knee and he just watched her, she was so different from before but she was the same, the same uncertainty hung there and the same nervousness. Dave watched her, he was sure any other guy would be ready to jump on the pretty girl rubbing their leg but that wasn't how he felt, he felt like his best friend was finally back.

"Are we still friends?"

She nodded, "You're my best friend."

"Hey, Q, why are out here with Karofsky?

"Talking, what do you want?"

"Hudson wants to play spin the bottle with you."

She looked ready to panic, "Um…"

"She's walking me home, I'm sick."

Quinn smiled at him before rolling her eyes, "Get started without me, I'll be back. I don't want people getting sick in my house."

"Make one of the guys do it." Santana whined, "Come back in."

Quinn gave her a cold stare, "I. Said. Start."

Her voice was full of authority as she stood up, looking at Dave to stand up; once he stood she grabbed his hand and started pulling him away. When they were far enough away she stopped pulling but still held on to his hand.

"I don't really Finn." She looked up at him, "He has big hands and he's clumsy."

Dave looked at her, "Do you want me to beat him up?"

"Well," She giggled, bumping her hip against his, "no, I don't want him to get hurt but I don't wanna date him."

"Then don't."

She laced their fingers, "It doesn't work that way David. My sister said that I have to be with a boy like Finn. It's the path of a Fabray woman."

"Well, maybe find a different person, someone that's not Finn, someone not stupid."

She laughed as he stopped in front of a house half the size of hers but much more comfy and lived in; it looked more like a family home.

"Maybe I will. Goodnight David."

"Goodnight Lucy."

She started walking away, "its Quinn."

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She started dating Finn two days before school started, Dave was disappointed but there was nothing that he could do about that. She did, surprisingly, keep her promise of them always being friends. She spoke to him every day and had lunch with him in the abandoned senior court yard. She told him that she didn't like Finn; she told him every day that she couldn't wait until things were different and they were in college. Then it happened, they were sitting in abandoned senior court yard eating and laughing and he saw her walking up wearing an argyle sweater and too short skirt. He remembered raising an eyebrow as Quinn turned her head, raising hers as well. Rachel Berry stood there and looked at them, shuffling from foot to foot.

"Hi Quinn, Karofsky, um I was wondering if you would like to join our glee club? I've heard you sing and you have an amazing voice."

"No."

"Quinn,"

"No." She gave her a cold stare, "Get lost."

She held her place, "Don't be ashamed of your talent Quinn."

"If you keep bothering me about your STUPID club I'll have you hit with a slushy."

He watched Rachel deflate as she turned on her heel walking around with her head hanging down. He watched her, he watched the way Quinn shrunk into herself and stared at the food that she no longer wanted.

"David, I want you to slushy her."

He looked at her, "What?"

"Please." She looked at him, "Please."

"Sure, what are friends for?"

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He hit her with a slushy. Quinn would order it and he would do it. He would hit her with blueberry, grape, green apple, and cherry. He hit her with them before class, lunch, and after class. He listened to everyone laugh, he watched Quinn fake a laugh as her eyes would brim with tears. By tenth grade Rachel was bringing multiple changes of clothes as Puck started to slushy her, Azimio started to slushy her, and other people. Quinn put a ban on anyone doing it without her order; she always gave the order to Dave because he would just dump it on her and go. He hated doing it and she hated giving the order but he wasn't going to tell her anything different and she wasn't going to tell him why she really did it, even though he could see why. It was the same reason he wanted to hurt and embarrass Kurt as much as he could. Then it happened, she had a pregnancy scare before Puck got her drunk and didn't wear a condom. Her parents kicked her out and she moved in with him, she was alone and devastated but no one in school turned on her. They tried but he made sure that Finn and Puck both got theirs so everyone knew that he wasn't playing. So they knew that Quinn was under his protection. She would sleep in his room, curled up against him crying most nights about her parents hating her and he just tried to make her feel better. He would sing to her and she would relax. She went to class, practice, glee club practice, and came home with him.

Rachel started to come over when Mr. Schue paired them for multiple duets, he started to notice how much Quinn would brighten up around her, how much she would laugh, and how light she seemed to be. Rachel was forgiving, she would come and hang out in Dave's room with Quinn and she never held a grudge. She brushed their apology and barely whispered, 'I noticed you, both of you, you were just sad, it's okay now.' She noticed us but she mostly noticed Quinn and that meant more than anything. She knew Lucy because Dave wasn't forced to call her Quinn in private and Rachel knew that they had always been friends and he liked not having to hide anymore.

It changed. Rachel began dating Finn, then Puck, then Jesse, and then Finn again. Every time Rachel dated someone Quinn would turn cold again, order a slushy on her every chance she got. When Rachel and Finn kissed on stage Quinn was furious, she called him going off in a tirade and losing her composure, sobbing into the phone. Mad because she lost her chance. He asked her what chance and she hung up on him.

He didn't see her all summer.

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She came back with pink hair, John Lennon sunglass, ripped leggings and skinny jeans, smoking, and wearing biker boots or Doc Martens. He watched her from the football field as she stood up the bleachers with the other girls, smoking and just standing around. He watched her order the location of the couch that they stole from the teacher's lounge so she could sit and smoke. He watched Rachel go to her everyday and he watched how Quinn would hold back before turning around and sending her away from the bleachers. He watched his best friend spiral before he couldn't anymore.

He waited after football practice, waited until he saw them adding more furniture to their hang out, she wasn't going to bother pointing out how stupid they looked because if it rained then everything would be ruined but it looked like they were carrying over a tent to take care of that. Lucy was always a smart girl, thinking ahead.

"I wanna talk to you."

"You smell like soap."

Dave stood up, "Alone."

"Leave." Quinn lit a cigarette, "What?"

He watched as they all left, "What are you doing? Skipping class and smoking, are you even doing your homework?"

"Obviously, I don't need to be in class." She blew smoke in the air.

He knocked it out her mouth before she could take another drag, "What the hell is wrong with you? Stop feeling sorry for yourself Lucy! Stop acting like no one cares."

"No one gives a damn about me!"

"I do." He grabbed her shoulders, "I have always cared about you. I have always been worried about you, from the first day I met you Lucy. I notice you….I notice you."

She fell into his arms and he held her close as she shook with broken sobs, he kissed her on top of her head. He walked her to his truck and drove her back to his and she slept in his room, curled against him, he knew that she needed someone that she needed him and that was okay. He was always going to be there.

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Blazers, cardigans, and headbands all came back into her wardrobe, the dresses and the sunny smile. She still wore her Doc Martens on occasion and every once in a while she would wear her ripped skinny jeans, she told him that she liked the clothes and she preferred them to be clean. She still had a pink tint to her hair, the tips and she kept it that way. Short and kinda a pinkish blond, it was adorable. Rachel started coming back around; she would sit with them in the abandoned courtyard on occasion and smile at them. She forgave Dave all over again and told him that he was just being a good friend to Quinn and she was glad he was around for her.

Quinn walked with him every day, Rachel on her other side, and he would watch Kurt with Blaine and it would hurt but Quinn was always there to hold his hand. He had apologized to Kurt and Kurt forgave him but Kurt didn't want him and he wasn't sure what that meant but it was okay. They shared smiles and Blaine glared at him and Quinn would glare back him until he shivered and that was great.

Happiness never lasted long for the insiders.

Rachel was engaged to Finn Hudson.

Quinn was withdrawn.

Dave was lost.

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Dave looked at Quinn as they sat in the car, he had his fingers gripping the steering wheel, and he wasn't going to let her drive to the wedding because she had a history of reckless driving when she was mad. He wasn't going to be responsible for her getting hit by a truck or something because she was rushing to Rachel. No.

"What are you gonna do Lucy?"

"Um…stand with her."

"No, you're not. Tell her you love her. Tell the truth Lucy."

"And what's that David?"

He looked at her, "You've been in love with her since the first day you told me to slushy her. Tell her you've loved her since the first time she heard you sing in the auditorium and you screamed at her for being nosy. Tell her you've always been the one."

"David…"

"Luc, you love her. Even if she tells you 'no' at least you told her."

"Come with me?"

"Always."

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It's been about 4 years; they graduated high school and their respective schools, NYADA and Yale. Dave and Quinn lived together in New Haven, Rachel eventually moved in with them as she auditioned for plays in the city, when they finished college the threesome was in New York living in a flat with Kurt. Dave and Kurt shared a bedroom, leading to a confusing and eye opening relationship for both boys. Kurt told him that he always noticed Dave, that he watched Dave change and grow with Quinn and that he was falling in love with that.

Quinn asked Rachel to marry her and to no one's surprise Rachel said yes. 6+ months of preparing for a wedding that was nightmarish for everyone under Rachel's order, Dave considered killing her in her sleep all the time. The night of the wedding, the reception, Dave stood and took a drink from his glass before hitting it until Kurt tugged on his coat with a nervous smile trying to make him stop.

"Sorry." Dave looked at everyone, "For those that don't know, I'm Dave Karofsky and I'm Lucy's best friend, Quinn is pretty cool too." He smiled when everyone laughed, "We met when we were 12, we were losers but we were happy because we had each other. I'm not good with words but I wanna say that…Lucy noticed me and I noticed her…I noticed Quinn and she noticed Karofsky…split personality disorder."

He smiled as they laughed again,

"I remember when she fell in love with Rachel, the exact moment. Rachel stood in her face and wouldn't back down no matter how many threats Quinn threw, she just kept trying. Luc is like that, she loves a challenge." Dave smiled as he turned to them, "I'm happy for you, both of you and I will always be there for you. Always but you have Rachel now, maybe I can get some sleep at night." He leaned down kissing her on the forehead, "I notice you."

"I notice you."

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Done. Review?