A/N Thanks for all the amazing reviews! Hope you enjoy!

"Hey Rachel, what do you say to me giving you a makeover?" Kurt asked casually as he walked beside the small brunette. The girl turned towards him and he couldn't help but notice the way they lit up at the suggestion and her plastered smile became genuine. "Saturday night?" He questioned, watching as Rachel eagerly nodded and Kurt attempted a smile at her enthusiasm, only for it to come out as more of a grimace.

Leaving the girl frozen in her spot in the middle of the hallway, Kurt walked back in the opposite direction towards his locker and moved his fringe out of his eyes. Mission accomplished. Quinn had told him that Rachel needed a makeover and after seeing the especially horrendous outfit she had on, he couldn't agree more. The girl had zilch fashion sense and required an immediate wake up call, one that Kurt was determined to give her. Maybe if she could dress properly, it would distract people from her obnoxious, selfish and bossy personality. It's not like she had her looks going for her anyway. In short, he was doing her a favour.


Stopping in front of the large wooden door, Kurt took a deep breath and let it out slowly. He was regretting ever proposing to spend his Saturday night with the biggest diva in the world, he wasn't sure he would be able to stand her endless chatter about herself. As he raised his hand to the wood, the door swung open to reveal Rachel, a small but sweet smile gracing her lips. Kurt had to admit she looked better when she wasn't trying to blind everyone with her huge grins which flashed her perfect white teeth. He managed a smile of his own this time and they exchanged greetings before he was led into the big house.

Walking into Rachel's room, Kurt examined everything within. He observed the mountain of stuffed animals sitting on the flowery sheets covering Rachel's bed, which were distasteful to say the least, and his eyes flew to the many Broadway posters that hung from the bright yellow walls. He scanned over each one till he reached the Funny Girl poster and he sighed, that had always been his mom's favourite musical.

"Erm...you can sit on the bed if you like." Rachel's voice broke him out of his thoughts and he nodded curtly at her before taking a seat on the bed and laying out his makeover kit. "Should I sit on the chair?" Rachel asked uncertainly as she remained by the doorway. "Of course." Kurt said as though it was the most obvious thing in the world. He watched as she bit her lip and hurried towards the chair in front of her vanity, evidently having caught sight of his eye roll.

As Kurt gave Rachel her makeover, he felt his blood pressure steadily rising. Seriously, it was all "I" and "me" with the girl and he fought hard to keep from yelling for her to shut up. After he waxed her eyebrows, reminding her to never wax from above but shape from below, he made his way back behind her only to be stopped by Rachel's uncharacteristically soft voice.

"Kurt, why did you volunteer to give me a new look?" She asked him, turning to look him in the eyes, a vulnerability he had never seen before shining in hers. "One, I'm a sucker for makeovers. Two, you need one to distract from your horrible personality. Most of the time, I find it hard to be in the same room as you, especially this one, which looks like where Strawberry Shortcake and Holly Hobbie come to hook up. You're extremely talented, Rachel, watching you perform is amazing, but sometimes it's hard to appreciate what a good singer you are because all I'm thinking about is shoving a sock into your mouth." He answered, feeling a pang of guilt as he noticed the hurt written in her big eyes as she nodded slowly, lowering her head.

"Well, what kind of makeover did you have in mind?" She asked, looking up at him again. Sitting on her bed, he told her confidently, "We need to broaden your appeal. I want every boy at school to do a double take when you strut past." Leaning against the back of her chair, Kurt watched her wring her hands nervously before she spoke again, "There's really only just one boy I'd like to impress. Can you keep a secret?" Kurt's ears perked up at the promise of gossip and he smirked, immediately telling her he could even though he had already decided to inform Mercedes the moment he left the Berry household.

As he waited for the girl's response, he allowed his eyes to wander and they landed on a small photoframe on Rachel's desk. He stared at the picture, studying the two children. A small girl, definitely Rachel, with a boy with gelled hair and a smart suit. A boy that looked too much like him. Not even hearing Rachel's declaration of love for one Finn Hudson, he was drawn back into the past, a past he had completely forgotten about.

"Mrs Jones, may I make an announcement please?" A small voice asked with barely contained excitement. Kurt lifted his head from his story book, The Wizard of Oz, and glanced towards the front of the classroom where a small girl was standing. She was dressed in an animal sweater with a matching skirt and her hair was in pigtails. He heard the groans of the two girls sitting in front of him but ignored them as he gave his attention to the speaker. As he listened to the details of the brunette's party, he couldn't help but perk up at the promise of her singing Don't Rain on My Parade. It was easily one of his favourite Broadway tunes and his moms.

Hearing Quinn call Rachel a freak, he kicked the back leg of her chair and looked away when she turned around to shoot him a glare. However, that didn't stop her from tripping the poor brunette as she tried to make her way back to her desk and she fell to the floor, landing on her hands and knees. He watched as she brushed off their oblivious teacher and held her chin high as she continued on her way, seemingly unfazed by the fall. He admired the way she always managed to just get up and dust herself off despite the bullying she had to endure everyday from their classmates and he wanted to be her friend. He couldn't wait for 18 December.


"Kurt, are you sure you want to go that girl's party?" Burt Hummel asked his son for the hundredth time. "Burt, if he wants to go, let him." His wife told him as she slowly gelled her small son's hair down, careful not to get any on his newly bought suit. "Liz, the girl has two fathers!" He said, trying to reason with her. Before Elizabeth could answer, Kurt cut in, "Her name is Rachel, dad, and what's wrong with having two dads?" Burt looked at his wife exasperatedly as she nodded along to Kurt's statement. Moving closer to the hospital bed, he sighed and ran a hand over his balding head. Seeing his son's hopeful look and his wife's pale but stern face, he had no choice but to give in.

"Mom, can you hurry up? I'm already late." Kurt said as he stared at the clock on the wall and tapping his foot impatiently on the floor of the room. "Kurt, you're mom's sick, don't rush her." Burt reprimanded him slightly.

"I'm sorry, mom."

"It's okay, honey. I'm done, you're good to go! Have fun, baby." Liz said as she mustered up her strength to lean down and kiss Kurt's forehead softly. After recieving the kiss, he hurried to the door of the hospital ward and waited for his father to say goodbye to his mother before he dropped him at Rachel's house.

"Bye Liz. I love you. Wait for me, okay?" Burt said as he kissed her on the lips and ran a hand over her cold cheek.

"Of course. I love you too, now don't keep our son waiting. I'll be right here, don't worry."


As Kurt stood at the Berry's front door, he knocked softly, holding the gift he had bought specially for Rachel in his hands. When the door opened, he came face to face with a tall man and quickly introduced himself before he was quickly ushered into the house. He had barely made it in when he was caught in a tight hug by the small brunette. He apologised for his tardiness and handed over the present to his friend who asked if she could open it. Smiling at her pure joy, he gave his consent and she tore the wrapping paper apart, revealing a small gold star pillow.

Afraid he was going to be jumped on by the now beaming girl, he stepped backwards slightly and heaved a sigh of relief when she stopped in front of him and asked how he knew she liked gold stars. Rubbing his neck, he told her about noticing gold stars on her things and received a genuine "thank you" from Rachel.

As he watched her perform on stage, he couldn't help but be pulled into the song. Sure, she wasn't as good as Barbara, but she definitely had potential and he didn't forget to inform her of that. As they discovered their shared love for Barbara Streisand and Broadway, they forged a bond, laughing and joking together. Kurt couldn't help the immense happiness he felt around her and knew that they had a special connection.

After the eating, they had taken a picture together and Kurt silently vowed to frame it up. Before heading to Burt's truck, he gave Rachel a hug and squeezed her lightly as he released her. He flashed her a big smile as he got into the truck and waved an enthusiastic goodbye to her, his new best friend. Suddenly, Burt's phone rang and he answered it. Seeing his father's expression change in the mirror, Kurt immediately became concerned and listened intently.

"What? No, no, no...That can't be. No. She said she would wait for me." Burt pulled over to the side of the road and Kurt asked quietly, "Dad, what's wrong? What happened?" His fathers shoulders shook violently as he sobbed, his face burried in his hands. After a few minutes, he finally composed himself enough to break the news to his son.

"Kurt, buddy, your mom...she...she's gone." Kurt couldn't believe his ears as he slumped against the car seat. He shook his head as his eyes welled up with tears, clouding his vision. His mom couldn't be gone. He had seen her, talked to her, been kissed by her just a few hours ago. It wasn't possible. It couldn't be possible. She was supposed to see him grow up, graduate and get married. That's all she ever wanted, she had said so a couple of days ago as he rested beside her on the hospital bed. He shouldn't have left her, he shouldn't have gone to the party. It was a mistake and now he would never get to see her again or recieve another loving hug. He should've stayed with her.

"Kurt? Kurt?" Rachel waved a hand in front of his eyes, studying his distant eyes which were glistening with tears in concern. The boy had suddenly zoned out of their conversation and she didn't even know what had caused it. She watched him as his eyes seemed to refocus and they landed on something behind her before locking onto her brown orbs. Kurt cleared his throat before speaking, his voice shaky and thick with emotion.

"It was you."

He knew this girl. He was her friend, her only friend, and he had left her without any explanation. He knew it had hurt her as he had seen it written on her face every time he had ignored her or refused to acknowledge her after his mom's death and he owed her that. He owed her an explanation, the true reason why he had turned her away just after they had discovered something special.

A/N Once again thank you so much to all who read and reviewed! I hope you guys liked this and I think there'll be more to come, at least a conversation between Kurt and Rachel. Please review!