Hey guys, this is my first attempt at writing a fanfic for glee, I have an idea of where it's heading but honestly when I write things change a lot a long the way so I'm going to try to update as often as I can and at least once a week most weeks should be more. Hope everyone likes it.

Setting is just after Sectionals

Disclaimer: I don't own Glee in any way shape or form, just really really love the show :D

Rachel was surprised when she walked into school after break and found Santana Lopez leaning up against her locker.

"Santana" Rachel acknowledged, trying to hide the shock in her voice.

"Berry" Santana replied.

"How was your break?" Rachel asked, trying to figure out if she was about to be the victim of another horrible prank, because, honestly, why else would the head cheerio be here by herself?

"Fine, look B, I just wanted to say thanks. I know I never gave you any reason to believe in me, in fact I gave you every reason not to but still you stood up for me back there at sectionals. It meant something to me, though if you breath a word of me saying any of this I will deny it of course." Santana said, all in one breath as if she was trying to rush through something unpleasant.

"Why wouldn't I believe you? It's obvious that despite you rather malicious behavior towards everyone, especially those of us in glee, that you enjoy glee club immensely and would not have done anything to damage that." Rachel replied, confused.

Santana laughed at the innocence of the girl in front of her, then put her serious face back on, "Whatever your reasons, I'm here to tell you that because of what you did, I want this semester to be different, I've decided that Brit and I are going to give you a make over after school and give you some tips on how to not sound like a fucking thesaurus all the damn time. Obviously we can't hang out with you right now, you look and act to much like a loser but that'll change tonight. Be ready after school, we're picking you up at your house, 5:30."

Without waiting for an answer, Santana turned and left an even more shocked Rachel Berry, who was trying to process what exactly had just happened.

Finally giving up, she shrugged and opened her locker, deciding to just go with it. If it was a prank, she'd regret it later but something about the look in Santana's eyes said that it wasn't. "We'll see after school" she murmured to herself as she grabbed her books for her first class and headed that way.

By lunch time, Rachel wasn't entirely sure she didn't imagine the whole conversation this morning, Santana had not gone out of her way to be mean to her, true, but when Karofsky threw a slushie in her face right after 3rd period, Santana was one of the ones standing there laughing as Rachel marched away to get a change of clothes.

During lunch she went and sat by Kurt, who was talking very animatedly to Mercedes' about something.

"Hey guys, what's up?" Rachel asked

They didn't even look up, none of them acknowledged her, not even Artie and Tina. Rachel couldn't believe it but she kept her head held high and walked over to the next empty table to eat her lunch, sincerely hoping that Santana wasn't lying about being friends and whatever because she needed one about now.

When the bell rang, for the end of the day, Rachel was a little nervous that Santana and Brittney were actually coming to her house. Not that she didn't want them to, really at the moment she would take any overture of friendship she could get and she liked the blonde airhead well enough but Santana made her nervous.

She walked out to her car still thinking about what tonight might be like when she ran into someone's chest and fell backwards on her butt.

"Woah, sorry about that" a quiet male voice said she looked up and saw Matt reaching a hand down to her.

She took the hand and let him help her up, "It's alright, I should have been paying attention"

He ran a hand through his hair, "yeah me too, are you ok?"

"I'm fine, thank you Matt" She grinned her 100 watt smile at him and he gave her a small grin as well.

"Alright, good. I'll catch you later Rach" he replied, smiling at her again then turned to run off the opposite direction.

Rachel smiled at the little exchange, it wasn't much but none of the jocks and cheerios (minus Brittney) in glee, were ever nice to her and after the exchange with the other glee kids, it was nice It gave her hope that maybe Santana was right, maybe this semester would be different.

At home, Rachel encountered her next problem, what was she going to wear? If the cheerios really came to her house to take her shopping she'd have to wear something that would help her fit in with the two. Santana had made it clear that she would not be seen with her as she was, though Rachel still didn't see what was wrong with her outfits. Her dads always told her she was adorable. She would admit, however, that it would be nice to fit in, a little bit at least, with the rest of the students. Maybe she'd get slushied less if she did.

Sighing she searched through her closet and found an outfit she thought might be suitable. A pair of flare jeans, a plain dark blue sweater that fit her perfectly and a pair of boots. She touched up her make up and re brushed her hair and was ready.

She was only a little surprised when her doorbell rang, she had had a feeling that Santana was serious this morning, even after she was laughed at.

When she opened the door, Brittney dived into her arms for a hug, "I'm sorry!" Brittney cried

Rachel patted the girls back while raising an eyebrow at Santana over her shoulder.

"She's upset we laughed at you when you got slushied by Karofsky. She was afraid you would be upset at us." San said, rolling her eyes, but watching Rachel with a look that said she was thinking she might be upset as well.

"It's alright Brittney, I'm not mad, see?" Rach said pulling back a bit to show the girl she was smiling.

Brittney smiled back and pulled away but it was Santana's turn to raise an eyebrow, "You looked a little upset during the incident." She pointed out making Brit's newly formed smile fall a bit.

"You told me at my locker this morning that you couldn't be seen with me before this make over thing and whatever, you couldn't be seen acting any different towards me either" Rachel reasoned out loud.

Santana nodded slowly, "Whatever, we're cool?"

Rachel nodded back, "We're cool"

"Good, lets go" and with that Rachel was pulled out the door by the two girls, Brittney chattering away about how much fun it was going to be shopping and that she was so glad the three of them could be friends blah blah blah.

Rachel just smiled and nodded along with the girl as she got into the back seat of Santana's Blue convertible.

"You match San's car, Rach" Brittney pointed out, giggling as they got in.

"Yeah I guess I do," Rachel laughed.

Even Santana chuckled a little before adding "Nice outfit by the way, not quite what I have in mind but it is at least normal."

"Um, Thanks? I guess?" Rachel said, slowly not sure how to take the backhanded compliment.

"I'm just glad that you dressed somewhat normal, some of the guys are meeting us at the mall." San explained with a flick of her wrist as if to close the subject.

"Um, some of the guys?" Rachel asked nervously.

"Duh, who else do you think is going to help us carry all of out bags?" Brittney asked, laughing.

"Is there going to be that much?" Rachel asked softly.

"Of course, we're starting from square one with you, so I brought Daddy's gold card" Santana informed

"Oh you don't have to buy my clothes!" Rachel exclaimed, "I have my own credit card"

Santana held her hand up again, "Let me do this B, as an apology or whatever for the bitch I was to you last year. Don't worry about it."

Rachel frowned but instead of arguing asked "Why do you keep calling me B? that like the 5th time you did it today"

"B, short for Berry"

"Oh, ok"

And for the rest of the ride the girls just sung along to the radio, all of them liking how nice and easy this was so far.

When they got to the mall, San parked and they walked in. Santana led them to the food court where they were meeting the boys.

"Which boys are we meeting?" Rachel asked, sounding a little nervous.

"Matt and Mike" Brittney said.

"Yeah we didn't want to scare you off by invited any of the asshole hockey players or anything like that" Santana added

Rachel nodded with a small smile. Matt and Mike had never been outwardly mean to her, they never stopped anything that went on but they didn't participate either and Matt had been nice to her earlier so out of all the boys she was glad it was these two.

When they got to the food court, the boys were at a corner table talking and looking around, probably for Santana and Brittney.

"Hey guys," Brittney called, smiling and waving.

"Hey!" Mike called, as the two got up and Mike went over to hug Brittney.

Santana waved at them as they walked up and Mike pulled away from Britt and then they seemed to notice Rachel.

"Hey Rach" Matt smiled at her

"Sup" Mike said though he was looking a little confused.

"Hi" Rachel said, looking down at the floor, unsure if they were going to want her here, they both look so confused/shocked to see her.

Santana bumped in to her a little before saying, "Boys, Brit and I are giving B here a makeover. A whole new wardrobe so I hope you took me serious when I told you to clear the rest of your night."

Brittney smiled brightly and added, "Rachel is San and I's new friend, isn't that exciting?"

Mike and Matt nodded at both of them slowly, glancing at Rachel and then back at Santana and Brittney, before Matt asked, cautiously "That's, um, great Brit but why are we here exactly?"

"To give a guy's opinion," San said breezily as she turned and tugged Rachel with her.

Brittney just stood there looking confused, "San, I thought they were here to carry the bags"

Mike and Matt both rolled their eyes before linking arms with Brittney and following Santana and Rachel. Both thinking this was going to be a long night.