Quinn stood in front of her mirror, pulling at her dress self-consciously. After she had given birth to Beth, the huge weight from her stomach was gone, but pale, stretch marked flab still remained. She adjusted her brown leather belt, making sure it hid her new, unwanted curves. She took one more glance at her rose- patterned blue dress and tan heels and decided she couldn't do anything more to fix her unattractiveness.

She walked downstairs, bypassing her mother in the living room and grabbed an apple from the glass bowl on the kitchen table.

The one good thing that Quinn had gained through this pregnancy ordeal was a new best friend. Mercedes Jones and Kurt Hummel had drifted apart over the past few months, and the stylish boy had, after noticing how much Quinn needed someone on her side, latched himself onto the blonde cheerleader.

Quinn recalled the first time they had spoken outside of Glee club, alone, with a fond smile and she parked in her usual spot. Kurt was getting out of his car next to her, wearing a gray sweater with the sleeves rolled up and a pair of tight, dark skinny jeans.

He smiled as he saw her, lifted his bag high on his shoulder and linked his arm through hers.

"Hey, darling." He greeted her, pulling her close. "How was your weekend?"

She shrugged. It was her first weekend at home after giving birth and this was her first day back at school. How was she supposed to feel?

He looked at her, furrowing his brow when she gave no verbal answer. She was usually quite articulate, laying out the newest dress she had gotten, or a new nail polish. He stopped walking to swing her around to face him, and asked again.

"Are you ok, Quinn?"

She shrugged again, looking down. No, she was not ok. She was fat and ugly. She had stretch marks, for goodness sakes! She had wished futilely that the marks would vanish after she gave birth, even though she had applied a medicated cream every day since she started noticing them. She wanted her clear skin back. She wanted her old body back.

"We're going to be late," she snapped, pushing past the blue-eyed boy. She stalked into the school, head high, and headed for her math class.

The next few classes went smoothly, with Kurt shooting her concerned glances when they passed each other in the hallway. She ignored him, head turned away, determined not to break down because one person actually cared about how she felt.

She was in the lunch line when she snapped.

"Well if it isn't the fat cheerleader." Quinn stiffened as she heard her ex-fellow cheerleader Amanda speak behind her. "Where's your baby, fatty? Did you leave her with your mommy and daddy because you couldn't handle the responsibilities?"

Quinn whipped around, hand slapping the other girl across the cheek.

"Fuck you," she whispered darkly. She turned on a heel and fled the cafeteria. Kurt dropped his tray and ran after her.

He caught up with her by her car. She was fumbling with her keys, the wind whipping her loose hair around her head, obscuring her vision, along with her tears.

He grabbed her hand gently, and pulled her into a hug.

She fought for a moment then clung to him, her hot tears soaking his knit sweater.

"Let me drive you home," he whispered into her hair.

She shook her head, her blonde strands tickling the bottom of his chin.

"My mom's home," she said thickly. "I don't want her to see me like this."

"Ok, then. I'll take you to my house. No one is home. My dad's at work until 6."

He pulled her over to the Navigator, making a mental note to come and get her car later.

He opened the passenger side door for her and made sure she was settled before nimbly jumping into the driver's seat and starting the engine.

He looked over to see Quinn digging through his glove box for a tissue. She wiped her face and took a deep breath.

"Thanks, Kurt. I needed to get away," she said, voice trembling.

"It's alright," he took one hand off the wheel to squeeze her hand. "That's what I'm here for. To help out."

She smiled shakily and they were silent the rest of the way to the Hummel's house.

Kurt pulled into his driveway, turning off the engine. They sat for a moment; the only sounds the soft sniffles of Quinn.

"Want to watch a movie?" Kurt's voice seemed loud in the silence and he fidgeted, waiting for an answer.

"Ok," Quinn said softly.

Kurt smiled. "I'll go grab some popcorn and snacks and I'll meet you in my room."

"No. No snacks." Quinn grabbed his arm before he stepped out of the car. Snacks would make her fatter. She needed to lose weight, not gain it by eating extra, unhealthy food.

Kurt frowned at her. "Neither of us had lunch," he reminded her gently.

She looked down. "I know, but I had an unhealthy breakfast." She lied.

Kurt didn't say anything for a moment, sensing something left unsaid.

"Ok, then," he said, climbing out of the car. "I'll get some turkey roll ups and some veggies, alright?"

She nodded, following him into the house.

She headed to his basement bedroom carrying both hers and Kurt's backpacks, while Kurt busied himself in the kitchen.

Quinn set down the bags by the stairs and curled up on the white couch. She reached for the box of tissues on the side table and blew her nose. She hated feeling weak.

Kurt interrupted her thoughts as he walked down the stairs carrying a tray that held two glasses of iced tea, a few turkey rollups and a plate of veggies and dip. It also held a few Oreos.

He caught her looking and smiled bashfully. "I really wanted something sweet," he defended himself.

She half- smiled and helped him clear off some Vogue magazines on the table in front of the TV.

Once they were settled on the couch, Kurt turned to the girl beside him.

"What would you like to watch?" he asked, flipping the remote in his hand absentmindedly.

Quinn's eyes followed the movement of the black plastic.

"I don't know," she said softly. "I don't really care."

Kurt studied her for a moment then abruptly grabbed another remote and turned on his stereo system. The sounds of Michael Buble filtered through the room and Kurt turned back to his friend.

"Let's talk about what actually has been bothering you," he said, wrapping an arm around her, and putting the other on her side, dangerously close to her stomach.

She flinched, and Kurt pulled back, shocked. Quinn was not one to shy away from physical contact. Although she maintained a façade of an ice princess, she loved being cuddled and touched.

Quinn curled up on herself and Kurt took a deep breath. He now knew what was wrong.

"Do you think Marilyn Monroe is pretty?" he asked.

Quinn blinked at the apparent non sequitur.

"Yeah," she answered slowly. "A lot of people do."

Kurt beamed. "Exactly." He said. "Do you know that she probably weighed more than you do right now?"

Quinn closed her eyes. Crap. He figured it out.

"Quinn, listen to me. I know you are feeling unattractive, but you are gorgeous. Pretty, beautiful, exquisite… whatever word you want to use. Your pregnancy didn't change that. In fact, it gave you more confidence that is really sexy." He laid a hand on her thigh, where the dress met her smooth skin.

Quinn shivered. "But… Marilyn didn't have stretch marks," she protested weakly.

"You don't know that," Kurt said softly, massaging her leg gently. "Even if she didn't, it wouldn't matter. A lot of people have stretch marks. They are nothing to be ashamed of. They are to be embraced. They add to your beauty."

As he spoke, his hand drifted higher and higher towards the apex of her thighs.

Quinn watched the hand silently, but did nothing to stop it. Kurt let his hand slide up and he touched the edge of her lacy panties. He gave her a questioning look, to which she nodded slowly.

Kurt's long fingers stroked her crease through the blue fabric leisurely. He could feel the fabric beneath his fingers growing hotter and wetter with every stroke, and soon he slipped his fingers under the fabric. He could feel a slippery substance coating Quinn and he let his fingers slip around it before gently playing with the skin around her opening.

Without warning, he slid a slim finger deep inside her and Quinn let out a low moan.

Kurt, emboldened by the sound, let his thumb rub at the top of her slit, trying to locate the clitoris he had only read about in health class. He knew he had found it when, as his fingers rubbed a little nub, Quinn went stiff and a loud cry escaped her lips.

"Oh!" she cried, clutching at Kurt's back.

Kurt, having no idea where this newfound confidence around female genitalia was coming from, slid down from the couch and onto his knees.

He helped Quinn lift up and slide of her panties, and with a deep breath, ducked his head under her dress.

It smelled musky. Not in a bad way, but in a way that was the exquisite perfume of sex, with a hint of sweetness.

Kurt could see a patch of hair on her vulva and her puffy lips.

Kurt stuck out his tongue, going on instinct, and licked along line up Quinn's slit, right up to the patch of hair. He supposed he had done the right thing when Quinn let out a breathy little moan and shook a bit before him.

Kurt slid his hands on the thighs spread on either side of him and caressed the soft skin. He slid his tongue back into his mouth and swallowed before coaxing Quinn's crease apart with his tongue and gently inserting said appendage into her center.

Above him, Quinn was in bliss. She had never had someone be so gentle with her, caress her, make her feel like she was loved. She was under no delusions that Kurt loved her romantically in any way, but she knew he loved her in his own special way- a way that allowed him to do such amazing things to her.

Kurt started to kiss her thighs gently, covering every last inch of the soft skin with his mouth. Quinn almost cried. She had never felt more beautiful.

Kurt resumed his licking at her center and soon, driven by a new idea, located her clitoris and sucked softly.

Quinn keened, arching off the couch, legs shaking.

Kurt sucked gently once more, tongue flicking against the nub gently and Quinn exploded.

Her head threw back, eyes shut tight, clenching around Kurt's mouth. Her legs shook uncontrollably and a new flood of salty juices swept into Kurt's mouth. She moaned loudly, breathy little pants interspersed.

Kurt lapped up every last hint of the sticky juice covering his friend, not minding the taste, and when he has done, he extracted himself from her dress and crawled up to sit next to her.

His breath, musky and salty from her, washed over Quinn as lay a kiss on her temple.

"Thank you," Quinn breathed, turning her head and kissing Kurt softly.

"Anytime," he whispered back, returning the kiss.

Quinn bit her bottom lip.

"Kurt, do you have any movies with Marilyn Monroe?"

Hope you like it!

Prompt: Quinn is feeling fat, depressed and unattractive after giving birth..and Kurt is there (Mercedes is,,IDK...you decide, just not there), and Quinn's new bestie starts pointing out how beautiful she is and how all the classic gorgeous women had a bit of wait on them..a young Liz Taylor, Sophia Loren, Barbara Stanwyck, Ava Gardner..etc...

Leads to him stroking her than deciding she needs to stop thinking and just feel good for a bit, so evenutally he's going down on her, and it's the best she's ever had...partly because while Kurt will never be in love with her, he does love her and accept her for what she is..

Please review, I love getting feedback!