Disclaimer: I do not own Rachel, Quinn, Noah, or "Popular." :(

A/N: Hehe, this is my take on how Rachel got Noah... Well the process of their hook up anyways. Enjoy!

~Destiny


The theatre was empty save for a cheerio and a star. Quinn was studying a ticked Rachel, muttering to herself. She circled the brunette, eyeing her carefully, "So you want my help? It Finn your target, man hands?"

"He is with you. I will not hang all over him any longer." She crossed her arms.

"Good, but who is your target?" The blonde raised an eyebrow, "Artie? Matt? Mike?"

Rachel pursed her lips, "Noah. I-I've kind of fallen for him."

Her eyes widened, "Puck? You want cougar boy?" She laughed, "Good luck with that one. You're too young."

"You really don't have to do this, you know." Rachel glared at the cheerio.

Quinn shrugged, "I know. That's what makes me so nice!" She put a hand on her shoulder, "Whenever I see someone

Less fortunate than I

(And let's face it - who isn't

Less fortunate than I?)

My tender heart

Tends to start to bleed

And when someone needs a makeover

I simply have to take over

I know I know exactly what they need

And even in your case

Tho' it's the toughest case I've yet to face

Don't worry - I'm determined to succeed

Follow my lead

And yes, indeed

You will be…" Quinn started to rummage through her purse and pulled out hair accessories and make up, "Popular!

You're gonna be popular!

I'll teach you the proper ploys

When you talk to boys

Little ways to flirt and flounce."

Rachel backed away as she raised a mascara wand, "Um… I don't want to flounce…"

"I'll show you what shoes to wear

How to fix your hair

Everything that really counts

To be popular

I'll help you be popular!" Quinn cornered her and got to work with her make up, "You'll hang with the right cohorts

You'll be good at sports

Know the slang you've got to know

So let's start

'Cause you've got an awfully long way to go!"

"Gee, thanks."

"Don't be offended by my frank analysis

Think of it as personality dialysis

Now that I've chosen to be come a pal, a

Sister and adviser

There's nobody wiser

Not when it comes to popular -

I know about popular," Quinn put the finishing touches on with the make up and started to brush her hair, "And with an assist from me

To be who you'll be

Instead of dreary who-you-were, well, are

There's nothing that can stop you

From becoming popu-

Ler…

lar." She shrugged and continued fixing her hair, "La la la la

We're gonna make

You popular

When I see depressing creatures

With unprepossessing features." Quinn looked up to see Noah standing in the aisle, obviously very confused, "I remind them on their own behalf

To think of Celebrated heads of state or

Specially great communicators

Did they have brains or knowledge?

Don't make me laugh!"

Rachel raised a finger, "Actually…"

"They were popular! Please -

It's all about popular!

It's not about aptitude

It's the way you're viewed

it's very shrewd to be

Very very popular

Like me!" Quinn stepped back and appraised her handiwork, "Why, Miss Rachel, look at you. You're beautiful." She gestured to the boy in the back of the theatre.

Rachel looked shaken, "I - I have to go." She ran towards the door, shouldering past Noah.

"You're welcome!" Quinn smiled and winked at the dumbstruck teen, "And though you protest

Your disinterest

I know clandestinely

You're gonna grin and bear it

Your new found popularity." She cleaned up her things and barked out to Noah, "Man hands has a thing for you, by the way."

He smiled, "By the way, cheerio…" Noah mimicked her voice, "La la la la

You'll be popular -

Just not as quite as popular

As me!" He left the building, laughing. She could faintly hear him yell as the door closed, "Hey, Berry! Wait up!"

"What a Lima loser."