A/N: this was written at 4 in the morning. just a warning...

Disclaimer: Obviously, I don't own anything to do with Glee. Because if I did, there would be lot more Rachel/Blaine interaction.


Rachel Berry was searching through the racks of the petite women's section of the department store at the local mall when she heard a familiar voice behind. "Well, well, well. If it isn't Miss Rachel Berry herself."

She whirled around. "Blaine!" she exclaimed, her face lighting up at the sight of the Warbler flashing her a friendly smile. She was genuinely happy to see him. There were no hard feelings over their short, ill-fated relationship. And although he was currently dating her friend Kurt, she hadn't seen much of him over the summer. She vaguely remembered Kurt mentioning something about him working in an amusement park. "How are you?" she asked, stepping forward to wrap him in a quick hug.

Stepping back, Blaine observed at the small brunette warmly, his hazel eyes sparkling. "It's good to see you, Rachel," he said sincerely.

Something about his gaze unnerved her slightly, but it wasn't something she could put her finger on. "You too," she said, averting his eyes for a moment. However, she quickly pulled her herself together. "What are you doing here? Is Kurt around?" she asked, her signature bubbliness returning to her voice.

Blaine smiled cryptically. "Actually, he doesn't know I'm here. But I'm shopping for some new school clothes. I'm transferring to McKinley."

Rachel gasped audibly. "You are?" she squealed as her eyes almost bulged out of their sockets.

"I thought that it would be a good time for a little change," Blaine answered, shooting her a wink. Had anyone else attempted to do that, she would have qualified it as incredibly cheesy. But some way, somehow- it worked for him. It was an impressive talent, Rachel thought appreciatively.

"Oh, that's fantastic news!" she practically shrieked, clapping her hands together excitedly. After reminding herself to breathe, she continued. "As much as I can appreciate the good old-fashioned sense of competition competing against the Warbler's instilled in our glee club-"

A worried look appeared on Blaine's face. "Rachel-" he tried to interrupt.

If she heard him, she didn't show any signs of it. "I have to say, it will be a relief not to have to worry about their admittedly impressive acapella vocal stylings this year. With you on our side, we should prove to be unstoppable. "

So he tried again. "Rachel-"

But it was too no avail. "Not to mention the fact that Kurt must be over the moon!" she said, her brown eyes growing wide at the thought as she hit him on the shoulder in a 'oh, you!' manner. "You, of a people, know what a rough time he had last year. But now with you around-"

Blaine couldn't take it anymore. "Rachel!" he exclaimed loudly, earning more than a couple stares from shoppers around the pair.

"Yes?" she asked, unconsciously batting her eyelashes at him innocently.

He gave an apologetic smile to the offended shoppers before turning his attention back to Rachel. He placed both his hands on her shoulders. It was important she heard what he was about to say. "Kurt doesn't know yet, and I was kind of, uh, hoping to keep it a surprise," he said, his eyes seriously searching hers.

Rachel got the message loud and clear. "Right," she agreed, nodding emphatically. "Of course. Got it. Say no more. Shut, sealed and secured," she mimed zipping her lips and throwing away the key.

Blaine dropped his hands. "Amazing alliteration," he said, pursing his lips in appreciation.

Rachel grinned. "Thanks. So, have you picked anything out yet?"

"No, not exactly," he answered shrugging. "I've worn Dalton's uniform for so long that I haven't had to go shopping in years. I have idea what's in style anymore."

Laughing, she patted his shoulder. "Way to break the stereotype," she joked.

"Thanks, he said, shooting her a sarcastic smile before holding out a pair of comically large jeans he had slung over his arm. "But I was looking at these pants. They have a certain charm to them, don't you think?" he asked, looking at her hopefully, as if waiting for validation.

After taking one look at his choice, Rachel hand flew to her dramatically. "Oh no, sweetie. No. Just…no," she said shaking her head incredulously. "It's a good thing you ran into me so I could save you from showing up for your first day at McKinley looking like a street hoodlum."

Blaine choked back a laugh. "A street hoodlum?"

Rachel grabbed his hand and began pulling him over to the men's department. "Come with me. We're going to find you something much more appropriate. Here," she said, pulling things off the racks. Take this, these, and…" she trailed off, seemingly searching for something. After a moment, she found it. Her eyes lit up as she snatched it off a table and added to the pile. "This," she finished, looking satisfied at the items.

Blaine regarded her choices with a critical eye. "Are you sure about this?" he asked, raising a curious eyebrow.

Rachel nodded fervently. "I am absolutely positive. Just remember- a little change is a good thing. You're going to look fabulous. Now get in there," she said, pushing him toward one of the changing rooms lined up against the back wall of the store. "I'm going to look around for some more suitable outfit choices while you change. And when I get back, you can show me how it looks, even though it's a given that my subtle, yet distinctive fashion sense will transcend to you effortlessly. Maybe I'll even get my own show on Bravo from this! Oo, this is so exciting!" she squealed before turning on her heel and leaving Blaine staring, dumbfounded, after her- leaving him no choice but to enter the changing room.

After a few minutes of flying around the men's department like a human tornado, Rachel gathered so much clothes that her tiny arms were straining under the weight of them all. Figuring that a sure sign that she had enough, she headed back toward the changing rooms. When she spotted a pair of purple and black striped socked feet peeking out from under the one on the end, she knew she had the right room. "Blaine, are you ready?" she calling out because knocking was physically impossible with her hands that full.

"Not yet," came the muffled reply.

Her arms were now beginning to shake. "What's taking so long?"

"I can't tie this stupid thing."

Rachel sighed impatiently. "Let me in. I can help."

The door flung opened and revealed Blaine standing there in the first outfit. He was wearing a pair of red pants that were tight enough to leave little to the imagination and a black, short-sleeved, button down shirt that hugged his (surprisingly) well-defined chest in all the right places.

He looked incredible.

Shocked, Rachel dropped the pile of clothes she was holding into a heap on the floor. Sure, she knew he was a good-looking guy, but nothing could have prepared her for this. Inexplicably, she felt her heart begin to beat faster. Who knew he was hiding all those muscles under that blazer?

Once she realized Blaine was waiting for some sort of response from her, she shook it off and pulled herself together. After taking a few necessary deep breaths, she stepped close to him and took the red, gray, black, and white bowtie that he had hung loosely around his neck in her hands.

"Okay, first of all, the ends aren't supposed to be the same length- the left end has to be about one and a quarter inches longer," she began, surprising herself at the evenness of her voice, as she went to work on the tie- taking great caution not to rest her hands against his pectoral muscles that, in that shirt, were just screaming to be felt.

But she was able to resist temptation. "That way you can slip the shorter end under the longer one. Once you've got that down, the rest is a piece of cake. Just a couple more steps and then…voila! It's easy as that," she said, giving the bowtie a final straighten before stepping back to admire her handiwork.

Blaine regarded her carefully. "Why do I get the feeling that a lot of things come easy for you, Rachel Berry?" Was it her imagination or did his voice just drop an octave lower?

"That's not true," she replied defensively, choosing to ignore her previous thought.

"I didn't mean it in a bad way," he amended, sounding apologetic as he stepped closer to lay a comforting hand on her shoulder. "You just seem like the type of girl who has a clear vision of what she wants and will do anything humanly possible to get it."

Feeling a blush begin to rise in her cheeks, she suddenly found the geometric pattern of the carpet incredibly fascinating. "Yes, well…"she trailed off, unsure of what to say.

Luckily, Blaine put her out of her misery and continued. "You're a passionate woman, Rachel. I like that," he said, gently brushing a piece of stray hair out of face. He smirked. "Actually, that's kind of hot."

Stumbling backward out of his reach, Rachel bumped into the door, rattling it. Embarrassed and unsure of what to do next because her mind was reeling from the increasingly bizarre situation she currently found herself in, she reached down an pulled some pieces of clothing from the piles. "I, um, brought you some more outfits," she muttered, offering them out to him pitifully.

Blaine bit back a smile. "I see that," he said, his eyes shining. "I guess I should try some on," he said, pulling off the tie and reaching up to undo the shirt buttons.

Rachel's jaw dropped to the floor. "What do you think you're doing?" she asked nervously, trying to ignore the fact that her pulse was starting to race. Damn autonomic nervous system.

"Changing," he answered simply, continuing to unbutton his shirt, like it was the most natural thing in the world to be disrobing in an alarming small changing room in front of a (quasi) ex-girlfriend.

Rachel lifted hand to her forehead, shielding her eyes. "Aren't you going to wait until I leave?"

"Why?" Blaine scoffed.

Then Rachel remembered- he was gay. He felt nothing toward her. He even made that very clear himself on that day in the Lima Bean. Obviously he didn't have a problem changing in front of her. But Rachel on the other hand… "Well because, you know…just because."

"There's nothing to be embarrassed about. Besides, what if I need you to come to my rescue again?" he joked, either not sensing, or just choosing to ignore, her obviously altered state. Rachel hoped it was the former.

Rachel sighed. What could she do? If she insisted that she leave, he would know something was it. But if she stayed… well, she didn't know if her heart could hand that. It seemed as if she was stuck between a rock and a hard place. "Fine. But I'm facing the wall."

"If you insist."

She turned to the wall and leaned her against the cool metal, trying to regain her composure. She had to get it together. Why was she feeling like this? She had a boyfriend; he had a boyfriend for goodness sake.

Rachel's thoughts were interrupted. "Crap," Blaine mumbled from behind her, sounding frustrated.

"What's the matter?" she asked cautiously- she was afraid to know the answer.

"I can't get this button undone."

Rachel turned back around to find that he had successfully taken off the shirt and was tugging at the button to the pants roughly. Her stomach sank. "You can't be serious," she answered, referring more to that big guy in the sky with a seemingly twisted sense of humor that she was to Blaine.

Putting on her best "show face" she sighed and headed over to her Warbler in Distress. Cautiously reaching down, her fingers shook as they brushed against the smooth skin of his waistline which seemed to be radiating heat- casing her pulse to race. Neither of which was conducive to undoing a difficult button.

"See? It's hard, right?" At his words, Rachel's fingers slipped off the button in shock.

She looked up at him curiously then back down to his, well…goods. "The button," he clarified, kinking an eyebrow in amusement.

"Right," Rachel's cheeks reddened as she inwardly cursed herself for thinking anything different, even for a moment. "Of course," she added before getting back to work.

Mercifully, she was soon put out of her misery as she managed to unhook the damned button. Relieved, Rachel recoiled from Blaine as if his skin had set her on fire. And when she thought about it, it was kind of like it had. "Thanks," he smiled gratefully as he finished tugging off his pants, leaving him clad only in a pair of boxer briefs. Would you mind handing me that shirt?"

She was too busy staring to acknowledge him- specifically at the delicious way his pelvic bones disappeared into the tight, black underwear, leaving a strong "v" that tended to drive her (as well as most other women) wild.

"Rachel?" Blaine tried again.

"Huh, what?" she snapped her head back up quickly, as if coming out of a trance.

It was when Blaine noticed her eyes dropping back down his body and the way her tongue peaked out from between her lips as she did so that he realized what was going on. "Are you…are you- objectifying me?" he asked incredulously. He wasn't angry- not at all. In fact, he was fascinated, and strangely- flattered.

Rachel looked like a deer in the headlights. She was caught. "What? No! Of course not!" Deny. Deny. Deny.

Which, of course, only confirmed his accusations. "You are!"

She threw her hands in the air exasperatedly. "Well, Jesus, Blaine. What do you except? You can't stand there looking like…like…like…" not for the first time that day, Blaine caused Rachel to beat a loss for words. And for a moment, she hated him for it.

"Like what?"

Rachel gestured wildly to his incredibly body. "Like that, and not expect some sort of physiological response. I realize that I possess incredible talent that, to some, may seem otherworldly, but in fact- I am only human."

"Rachel-" he began, looking at her like a little, lost puppy.

Angry with him for being so damn perfect, and more accurately- angry at herself for letting him undo her the way that he did- she turned to leave. "The clothes look great, Blaine, really, but I have to go," she said, placing her hand on the doorknob.

"Rachel, wait-" he pleaded, a hint of desperation slipping out before he could stop it.

She had every intention of leaving- she really did. It was the smart, logical, uncomplicated, right thing to do. But something in the tone of his voice made her hesitate.

She stopped short and went to turn back around to face him when her feet got caught up in the large pile of clothes that were still lying on the floor. She knew what was coming and yet there was nothing she could do stop it. She felt herself falling- her eyes screwing up, anticipating the moment that she would hit the floor.

It was a moment that never came. Instead, she stopped about halfway to where she had calculated the floor would be.

Cautiously opening one eye, she found Blaine staring down at her worriedly. He had caught her. "Are you okay?" he asked.

There was a loaded question if she ever heard one. One that she wasn't capable of answering at the moment because the combination of feeling Blaine's arms around her waist and the warm puffs of his breath on her face and his gorgeous eyes hiding behind incredibly long, dark lashes, was enough to render her speechless.

Knowing it was wrong, but also knowing that she didn't care, Rachel abandoned all logic and reason and reached up behind Blaine's head. Her fingers clutched at his hair, intertwining themselves into his curls as she pulled him down to her- and captured his lips with hers.

"Whoa," Blaine said, shocked, tipping Rachel forward so she could get back on her feet.

The magnitude of what she just did hitting her, she cast her eyes on the floor and mumbled, "Sorry," even though, deep down inside, she wasn't sorry. Not in the slightest. As brief as it may have been, it was enough to confirm to her what they had considered months ago- there was a spark between them- and it didn't have anything to do with alcohol.

And when she looked back up and saw Blaine, running a hand through his hair pensively while muttering unintelligibly to himself- it looked as if he was in the middle of an internal battle- she knew, she knew, that he felt it too.

"Blaine?" she inquired guardedly. "Please say something."

Her request went unanswered, however, when he did not reply. Instead, he silently stepped forward, wrapping an arm around her waist, drawing her close. Instinctively, she flushed herself against him, savoring the feel of his bare skin warming her through her clothes.

She felt like her mind was dancing through clouds. "Blaine, what are you doing?" she whispered breathlessly. "We can't do this."

Blaine trailed his knuckles down her smooth cheek before he took her chin in his hand. "We fought it once before, Rachel. I don't want to do it again," he said softly, his eyes boring into with an intensity that Rachel had never seen before.

He dipped his head down, bringing his lips to hers. They brushed against each other as he said with a smirk, "And you know what they say, 'a little change is a good thing'."