May. 3 months later.

Quinn and Rachel spent as much time together as they could in the coming months. Neither hid their new friendship from their families, friends, nor school mates. They held hands wherever they went and did everything together. They smiled more, they laughed more, they lived more. They visited gardens, zoos, concerts, and theaters. Together they delivered meals-on-wheels and volunteered at the local center for the arts. They did Relay For Life and ran in the 5k to support the local non-profit organization working with children with special health care needs.

Quinn learned about Rachel, Rachel learned about Quinn. Rachel learned just how beautiful Quinn was inside and out. Quinn had learned a lot from her struggles and was a hardcore feminist who believed very strongly in equal opportunity for all. Quinn fit right in with Rachel and her fathers as they would all sit around the dinner table discussing how far the world had come in this area and also in great length how far they had yet to go.

Quinn learned that Rachel was secretly funny and her intelligence led to a great whit, which kept them both rolling on the floor laughing. Rachel still tended to talk a lot more than Quinn but it worked great in their dynamic, allowing Quinn to grow close to Rachel without the pressure of trying to think of too much to say. Quinn loved to listen to Rachel and it put her at ease. She grew to trust Rachel the more she got to know about her. And from that trust, openness was cultivated. It was an intimacy neither ever had with anyone else.

It wasn't always easy. At times Quinn would pull away, but Rachel was persistent in getting Quinn to let her in and Quinn always did so eventually. Quinn found herself loving the qualities in Rachel that she had originally thought to be annoying as she saw the meanings behind them. For example, Quinn learned that Rachel diva stormed out of a room hoping that someone would follow. And Quinn always did.

Their friends were wary at first about this new found friendship and letting the other into their circle. Quinn joined Rachel's slumber parties with Mercedes and Kurt. Rachel went to the mall with Quinn, Brittany, and Santana. Both groups grew to appreciate the addition because they could see the positive effects that they had on each other.

Quinn and Rachel both noticed the obvious fact that their friendship was different than that of their others. They didn't know what this meant; they knew they liked to hold hands, being around the other, and the flirtatious ways in which they interacted. For now, these were all the things they needed to know.

They were also teaching each other a lot. Quinn had one subject in particular she was dead set on Rachel learning: fashion.

The two were walking through the mall, holding hands, when Quinn dragged Rachel into yet another clothing store.

"Rachel, you need to get a two piece swim suit. It'll be summer soon and that leopard rainbow one-piece you have is hideous. I say this as a friend." Quinn advised, she placed her hand on her heart at the last sentence and giggled.

"Hmm… you may be right Quinn. But I feel a little self-conscious at the thought of being the only one in this store in a bathing suit as I try them on." Rachel slyly commented. She looked over to Quinn and raised her eyebrows suggestively.

"You know? I need a new one myself," Quinn smiled as she allowed herself to be played into Rachel's scheme. "Why don't we both pick out something for the other to try on?"

"That's a great idea!" Rachel replied excitedly. "Okay, meet me at the dressing rooms in 10 minutes."

They separated, completed their tasks, and met back at the dressing rooms. They handed each other the suits and went into separate rooms to change.

"Don't forget to keep your underwear on Quinn. Not only is it required but it's also sanitary." Rachel reminded.

They were both glad to be wearing thong underwear as they changed into their suits. Rachel had chosen for Quinn a simple black matte bikini with a material that was advertised to have been designed to help lift and contour the bikini to your skin. Both sides of the bottoms had adjustable strings, as well as the string that tied behind Quinn's neck. Quinn had also chosen a string bikini for Rachel with 1" of a silk lace fabric. Rachel's was black and white polka dots lined with a pink band and pink strings.

They stepped outside of the dressing rooms at the same time and both were knocked speechless as they took in the sight before them. Quinn licked and bit down on her bottom lip as her eyes travelled up Rachel's lithe tanned body. Quinn forgot to breathe as she took in the muscular thighs and the curve of Rachel's hips. Even with her lip between her teeth it still quivered as she noted how well Rachel's breasts filled in the top of her suit.

They made eye contact and both blushed profusely as they were both caught ogling the other. Rachel found her voice and softly spoke, "Quinn. You look amazing." She took slow steps as she approached Quinn. It did not register to her that she was moving. Her body simply insisted that at that very moment there was nothing more important than being closer to Quinn. Not quite sure what to do once she stood in front of her, she reached out and gently tucked a lock of Quinn's hair behind her ear.

"Thank you. You're breathtaking." Quinn was able to answer once she had found her voice, though it was barely above a whisper. She reached up and took Rachel's hand in her own. Quinn basked in the wonderful feeling she had from being so close to Rachel as they both wore so little. She felt… nervous. There was an exciting pressure rising in her belly causing it to flip and flop. This triggered warmth to spread and she felt slightly flushed. The butterflies in her stomach grew as it hit her that she had a crush on Rachel Berry. Quinn looked into Rachel's eyes and thought to herself, "I'm into you." As the realization permeated within, her lips curled into a smile.

"What?" Rachel queried, returning the smile though she didn't know why. Quinn looked at her as she was sure she'd never had before.

"Nothing. I'll tell you later. What do you say we purchase these and head to the top floor and get a drink in the food court?"

Rachel nodded, deciding to let Quinn keep whatever thought she had to herself but noting to revisit this again soon.

They walked hand in hand to the elevator. Rachel reached over and pressed the up arrow button with her index finger. After a short moment there was a ding and the doors to the elevator opened and they stepped inside. Quinn pressed the numbered floor which coincided with the food court and the doors closed. There was the familiar sensation of the floor moving. They felt the momentary acceleration force in their legs and feet as the elevator started and began to rise.

The elevator stopped suddenly, their feet briefly losing contact with the floor and they simultaneously experienced weightlessness. Rachel's breath hitched and she squeezed Quinn's hand tighter as the elevator suddenly became pitch black dark. "Well that can't be good." Quinn commented drily, rolling her eyes.

Rachel felt panic begin to pulse and surge within her. "Quinn…" Rachel tried. "Quinn…" she was beginning to have trouble breathing. "Quinn, I'm going to have a panic attack." Rachel's voice rose with every word she spoke. The anxiety was already overwhelming. Rachel began to sweat, shake, and experience heart palpitations all at once. "I need to get out of here!" She cried out, releasing Quinn's hand to attempt to pry the door open with her fingers. She felt like the walls were closing in on her. "I… I… I can't I can't…"

"Rachel, you're going to be okay." Quinn caught Rachel and held her close. "Here let's sit down." They slid down the wall of the elevator until their bottoms hit the floor and Quinn held Rachel close in her arms. As they sat in the dark Quinn tried to think of something she could do to help calm Rachel.

"I'm scared. I can't be in here like this. The space is so small and the darkness is threatening. I feel unsafe, like I'm in danger." Rachel voiced her fears.

"Rachel, I need you to try to focus on me. I'm here. There is nothing to be afraid of. Feel my arms. This is me wrapped around you. Feel my body pressed against yours. Try to take solace in the shelter it provides." Quinn spoke in the most soothing voice she could manage as she tried to ground Rachel and calm her.

"I need to know what's happening around me. I need to see. Without that I feel like I have no control of my surroundings. I won't be able to defend myself because I won't see danger coming." Rachel had stopped screaming but she was still very much panicked.

"Listen to me Rachel. Listen to my voice. The voice you've been listening to for years. A voice you know very well. Focus on the familiarity of it. You know me. I would never lie to you. Believe me when I say there is nothing to be afraid of. You're going to be okay. I'll protect you. I won't let anything hurt you." Quinn reassured.

"Rachel, repeat after me." Quinn commanded. "Quinn, I feel your arms around me."

"Quinn. I feel your arms around me."

"Quinn, I feel you pressed against me."

"Quinn. I feel you pressed against me."

"Oh, Quinn you're so soft. Your skin is like silk."

Rachel laughed a little at that but did as she was told. "Oh, Quinn you're so soft. Your skin is like silk."

"Good girl." Quinn smiled into the darkness. "Now I'm going to sing for you and I want you to focus on my voice. Focus on me, Rachel. On us. Together."

The first song that came to mind for Quinn was Gina Catalino's "1132 pm" so she started singing it.

"I feel breathless, hopeless and unsure

Cold feet, full belly, does it really feel good

Feel good to be home

Cause I'm wishing away baby…"

Quinn couldn't help but become aware of just how intimate their surroundings and positions were as she sang. She could feel Rachel's breathes even out. With every inhale from Rachel, Quinn's limbs were slightly raised to be lowered with Rachel's exhales. Quinn found it all to be very sexy and as she finished the song and moved on to Feist's "Honey Honey", she knew this was apparent in her selections.

"Honey honey, up in the trees

Fill the flowers deep in his dreams

Eat them out to sea by the east

Honey honey, food for the bees"

Quinn continued to sing as she removed her arm that was crossing Rachel's front to caress Rachel's shoulder, slowly moving down her upper arm. With soft, barely there touches she progressed to the back of Rachel's hand and on to the tips of her fingers. Quinn followed the same path up Rachel's arm, making circles and patterns as she slid along Rachel's skin leisurely yet purposefully. Quinn began her next song: Norah Jones "I Wouldn't Need You".

"If I touched myself the way you touched me

If I could hold myself the way you held me

Then I wouldn't need you, no, I wouldn't need you

No, I wouldn't need you to love me

If I could replace the things you gave me

If I could see my face without the tragedy

Then I wouldn't need you, no I wouldn't need you

No, I wouldn't need you to love me

But I do so come back, come back"

Quinn's soft touches were effectively distracting Rachel from her fear. As Rachel calmed, the atmosphere changed completely for her. Rachel was 100% sure she felt something strong emanating from Quinn's body to hers. It wasn't just the caresses along her arm or the songs Quinn's sultry voice sung dripping with sexuality, though those didn't hurt. But it was something more.

Quinn stopped singing. "You know Rachel. Dark enclosed spaces kind of turn me on."

Perhaps it was the darkness. With one sense removed another took its place. Rachel could literally feel Quinn's attraction to her emerging in a strong almost electric vibe from the core of her being. Their bodies were communicating and through that connection Rachel felt a powerful desire. Quinn wanted her. And so help her God she wanted Quinn just as strongly.

Quinn could feel Rachel's breaths start to pick up again in her arms. But she knew it wasn't from fear. Oh no. She knew exactly why Rachel was breathing heavily because it was the exact same reason her own heart was racing. "Do you want to know what I was thinking earlier in the store?" She turned over Rachel's arm which she was caressing and shortened her path to focus her touches on the inside of Rachel's wrist to the center of Rachel's palm. "I was thinking, 'Rachel Barbara Berry, I'm into you.'"

Quinn leaned closer into Rachel, her voice lowering with every word. "Rachel. My sweet, lovely, beautiful Rachel. Can I kiss you?" Eventually she reached Rachel's ear, her last words nothing but a soft whisper.

Rachel turned to Quinn and quickly captured Quinn's lips with her own, sweeping her into a tender and passionate kiss.

The instant Rachel's lips met Quinn, Quinn lost herself. If you'd asked her then what her name was she couldn't have told you. The world melted away and all she knew at the moment was Rachel. Rachel's moist, luscious, silky-smooth lips. Rachel's warm body pushed up against her as they exchanged body heat. Rachel's mouth moving against hers in a spell bounding rhythm she responded enthusiastically to, letting the dance of their lips seize her.

Rachel moaned as Quinn responded to her kiss. The softness of Quinn was intoxicating and Rachel reveled in it.

"Wow", they both verbally sighed the exclamation as they pulled away for a moment to look into each other's eyes. They smiled as they read the desire in their eyes and heard it in their voices. They leaned in once again.

Quinn slid her tongue from her mouth and found Rachel's ready and eager to receive it within her own. Rachel released another moan as Quinn connected their tongues. Quinn was delicious. The taste of her kiss was sweet and her tongue sliding with hers was delectable. Occasionally, Quinn would move back to focus on her lips. Rachel loved it when Quinn slid her tongue along Rachel's bottom lip and softly took them between her own to suck sweetly before resuming the tango of their tongues once again.

They didn't know they could feel more connected to each other than they had already experienced. But as they kissed they didn't just feel the other from head to toe; they felt themselves inside the other, as well as were very much aware of feeling the other girl inside of them. The feeling was feminine and raw and very primal. They never wanted to let go.

They continued to kiss as they sat on the elevator floor leaned into each other. Neither noticed nor stopped when the lights were turned back on and the elevator commenced its progression once again.