Hope you like this chapter! It's kind of long, sorry! Lol. But please, please review. It really means a lot! :)

I stood outside The Warfield in San Francisco. I was incredibly nervous.

"Come on, let's go in," Caitlin urged me.

"Caitlin, I'm really nervous."

"Why are you nervous? Jesus Rachel, it's just a concert."

"But, we're going backstage! And I don't think I can do this," I told her.

"Stop it. We're going in. I'm going to will call to get the tickets. I'll be right back, okay?"

"Fine, whatever," I replied. Not like I had any choice in the matter. Cait wasn't going to let me go home now that we were here. But I didn't even want to come in the first place! This is all her fault.

"Rachel, come on. We're going in."

"Okay," I sighed. Time to get this over with.

"Hey! I'm glad you could come," Kendall greeted us while giving us each a hug. We had navigated our way through and found our way backstage. I guess there was no turning back now that we were here.

"Thanks for inviting us," She replied to him.

"Yeah, thank you," I said shyly.

"So where are the rest of the guys?" Caitlin asked him.

"They're getting ready for the sound check onstage," He said. "You want to go see?"

"Yeah!" I exclaimed. I may be a nervous wreck, but I've never seen a soundcheck before, and I really wanted to see one.

"Haha, okay," He laughed. "Right this way ladies."

Kendall lead us towards the stage. Once we were there, I saw Logan first, and he waved at us and came over.

"Hey. Really nice to see you two again," He said.

"Nice to see you too," Caitlin replied with a smile. I just couldn't understand how she could be so easygoing all the time.

Carlos and James came over and greeted us. I just stood and looked awkward, while Caitlin chatted with them.

"You nervous again?" Kendall asked me while smiling.

"Yes."

"Well, don't be. We're friends, right? No being nervous around friends," He told me. I looked at him, baffled. Friend? Kendall Schmidt thought I was his friend? I'd only known him for a day! How could he think I was friend? I was just so confused. But happy. "Hey Rachel, you're spacing out on me."

My cheeks flushed. "Oh my god, sorry! But I'll try to be less nervous," I told him. I didn't really mean it. There was no way I'd be less nervous. Better to lie, and say I will.

"Good. Now, I think we're about to do the soundcheck. I'll see you when we're done, okay?" He asked.

"Okay," I said to him with a small smile. Caitlin caught my eye, and gestured that we should leave. I nodded.

"So," Caitlin started questioning me while we walked to our seats in the front row. "How are you and Kendall? Looking pretty cozy from where I was standing."

"What? No! There's nothing going on!" I shouted.

She just laughed at me. "I'm just giving you a hard time, Rach. Don't take it so personally."

"You are so mean."

"Whatever. Look, I see our seats. And I think they're starting!" She said, sounding excited.

"Why do you sound so excited? You don't even know any of their songs!"

"So? This is cool!"

"You make no sense, you know that?" I told her. She just laughed.

There were a few other people around us, waiting for the soundcheck to start. The boys then started to get ready to sing. I nearly passed out, they were all so adorable.

"I get a call on a random afternoon. I pick it up and I see that it's you. Like my heart, you were breaking the news. You say it's over, it's over, it's over," Kendall started singing 'Til I Forget About You.' He sounded great.

"Wow, he sounds amazing," Caitlin whispered to me. I just rolled my eyes at her.

Then they started to sing the chorus. "Dance hard, laugh more, turn the music up now. Party like a rockstar! Can I get a what now? I swear I'll do, anything that I have to. Til I forget about..."

"They are really good!" Caitlin exclaimed.

"Yes, I know," I whispered to her, rolling my eyes again. She was so ridiculous. They finished the song, and did a little bow for the audience. Everyone in the small crowd cheered.

They then started to play 'Music Sounds Better With U.' Then Kendall started to sing. "I used to think that love, was something fools made up, 'cause all I knew was heartbreak. I couldn't help myself, let this heart go through hell. There's only so much a heart can take." He was looking at me the whole time he sang that. What was that about?

Cait saw it too, and she whispered, "I think he likes you Rach."

"What? That's impossible. Not even plausible," I whisper-yelled.

"Well, it sure looks like he likes you," She stated simply.

"You're seeing things," I told her, even though I thought she may be on to something. But it wasn't possible, right? Of course not. I'm me, and he's him. Totally impossible. Maybe when hell freezes over.

"What's this song called?" Cait asked me. I stopped thinking, and listened to the song that they played after 'Music Sounds Better With U.'

"It's called Big Night," I said to her.

"It's really good. I like it."

"Uh huh, okay." I couldn't tell if she was being sincere about this or not. Oh well. Even if she was pretending, it was okay. She was making the effort to appreciate something I love.

They finished the soundcheck, and got a round of applause from everyone. "Thanks everyone!" They shouted to the audience.

Kendall jumped off the stage, and walked over to me and Caitlin. "What'd you think? Did we kick ass or what?"

"You kicked a lot of ass. You guys are really good," Caitlin said to him.

"Yeah, you guys were awesome," I gushed. Nerves or no nerves, I was excited.

"Thanks, that's nice of you to say," Kendall replied. "I've got to go now though, and take some photos with my adoring fans. I'll come back for you two when I'm done."

"Okay," Me and Caitlin said in unison, rolling our eyes. He smiled and waved, and then made his way backstage.

"So, you want to go buy some t-shirts?" Cait asked me.

"Yes! And a poster!"

"Haha, okay. Let's go," She laughed. We walked over to where the merchandise vendor was. While I debated which shirt to buy, Caitlin bought one of their CD's. I looked over to her and raised my eyebrow. "What? They're good."

"I'm just surprised is all," I told her. "You were so against listening to them before, and now you think they're good?" I put air quotes around "they're good." "What gives?"

"Nothing. I'm sorry I didn't give them a chance before. But you know how picky I am about music."

"Yeah, I know. Okay, I believe you. All is forgiven."

"Thanks Rach," She hugged me. Then she pointed at a shirt. "What about that one? I think it would look good on you."

"Hmmm, really? Okay." I bought the t-shirt, and a poster, and we walked back to our seats. I checked my phone for the time. 6:25. "Hey, do you know when they're going to start letting people in?"

"I think at 6:30. Why, what time is it?" Caitlin asked.

"6:25."

"Oh."

"Oh?" I questioned.

"Oh, as in, oh."

"That made absolutely no sense, Cait."

"Yeah, I know. Oh as in, oh, more people are coming. Oh," She stated.

"Oh!" We both started laughing at our ridiculous conversation.

"What's so funny?" We both looked over to see some girl talking to us, who was getting settled to sit next to me. Guess they started letting people in already.

"Oh, nothing. Just a stupid conversation we were having," Caitlin said to her.

"Ah, okay," The girl replied. She had auburn-brown hair and light blue eyes. She was definitely dressed to impress, wearing a black mini skirt and a glittery hot pink tank top. I couldn't see a jacket on her. She had to be insane."Hi, sorry for the rude introduction. My name's Kayla. You guys ready for the concert? I'm so excited!"

"Yeah, we're stoked," Cait replied. "I'm Caitlin."

"I'm Rachel," I supplied. "Can I ask you a question?"

"Sure, shoot."

"How much did you pay for your ticket?"

"Oh, 200 bucks. I didn't even get backstage passes. That would have costed 350 bucks," Kayla said. "It's ridiculous, I know. But I wanted to see them from the front row. The things I do for love. But wait, why are you asking? Didn't you pay for your tickets?"

I looked over at Cait, begging her with my eyes to help me out.

"We won them," Caitlin stated.

"Oh, really? You are so lucky! Did you get backstage passes too?" Kayla asked.

"Yeah, we did," I said.

"Oh my god, did you get to meet them already?" Kayla squealed.

"Um, yeah," I replied nervously. This girl was freaking me out. She was clearly a die hard fan of the guys. I didn't want her to know that we had dinner with them. She might have a stroke or something. "They're really nice."

"I am so jealous! You have no idea!" She exclaimed.

We continued talking for the next thirty minutes. She actually wasn't as crazy as I had thought. I found out that she lived near me and Cait, and that she was going to UCLA. She was a year younger than the both of us. I thought Kayla was pretty cool, but I didn't know what Caitlin thought of her.

The lights dimmed, and the place was filled with the sound of screaming girls. I looked over to Caitlin, and she just looked appalled by it. I laughed. Kayla was screaming too, so I'm pretty sure I won't be able to hear from my left ear tomorrow.

The boys came onstage, and I started screaming too. This was awesome. They started singing 'Boyfriend', and there were more cheers from the crowd.

After they finished, Carlos asked "What's up San Francisco? How you all doing tonight?" The crowd screamed some more. I was definitely going deaf.

"Thank you all for coming out!" James said to the crowd. More screams.

They played some more songs, and talked to the crowd. Me and Kayla sang along to every song, while Caitlin just bobbed her head in time to the music.

"I'd like to dedicate this next song to a friend of mine," Kendall started to say, looking me right in the eyes. "Rachel? This one's for you." They started to play 'Elevate.' He remembered that it was one of my favorites. I started to blush.

But did Kendall just dedicate a song to me? Oh my god. I seriously must be hallucinating about this whole thing. I looked at Caitlin, and she mouthed "I told you so." I completely ignored her. I looked at Kayla, and she was looking at me, then at Kendall. She looked somewhat shocked.

"Did Kendall just dedicate this song to you?" She asked me, putting emphasis on 'you.'

"Um. Maybe?" I said uncertainly, sounding more like a question than a statement.

"It is you! Oh my god!" She exclaimed excitedly. "Are you two dating?"

"Dating? What? No!" I was freaking out. I just wanted to hide. "We're friends."

"Just friends?" She grilled me.

"Yes, just friends. I swear."

She didn't look convinced. I just stared up at the boys singing, ignoring everything and everyone around me. Kendall kept looking down at me when he sang, smiling. I was really starting to think maybe Caitlin was right. But I still had a hard time believing it.

"Rachel, come up here!"

Did I hear that correctly, or did Kendall just tell me to go up onstage? I looked up, and saw that he was waving for me to come up. Caitlin pushed me out of my seat, and before I knew what was happening, I was staring at a sea of people. I looked over at the guys, and they were all smiling at me. I didn't know what the hell I was supposed to do.

"Hey everyone, this is Rachel. Give her a warm welcome," Kendall said to the crowd. Everyone cheered, and I gave a tiny wave.

Then someone shouted, "Is she your girlfriend, Kendall?" I started to blush.

He smiled. "No, just a friend." Then he spoke to me directly, away from the mic. "You look nervous."

"No, really?" I asked rhetorically. "Why did you ask me to come up onstage?"

"Because I thought it'd be fun." He said with a smirk. Then he went back to the mic and said, "Rachel's going to sing a duet with me. Everyone cool with that?" The crowd cheered.

What? No way was I singing! I looked to Caitlin for help, but she was just laughing hysterically. Some friend. Kayla looked awestruck. Guess I was alone.

"I'm not singing," I told Kendall firmly.

He laughed. "Yes, you are. Come on, it'll be fun. And you can't say no now that all these people want to hear you sing."

"You are evil," I glared at him. He laughed again. "What are we singing?" I guess I did have to go through with this now. Why me?

"What's the fun in telling you?" He asked devilishly. "You'll know it when it starts playing."

Great. Just fantastic.

It was 'Count on You.' Did he really expect me to sing this? Oh god. This must be some cruel joke or something. I decided to just close my eyes, and pray I didn't sound terrible. "Now I'm about to give you my heart, so remember this one thing. I've never been in love before, so you gotta go easy on me." I opened my eyes and looked out at the people. They didn't seem to think I was horrible, so that was a good sign. I looked over at Kendall, and he had a huge grin on his face.

"I heard love is dangerous, and once you fall you never get enough. But the thought of you leaving, ain't so easy for me," Kendall sang to me, ignoring everything else. He sounded amazing, as usual.

I sang the first part of chorus. "Don't hurt me, desert me. Don't give up on me."

"What would I want to do that for?" He sang.

"Don't use me, take advantage of me. Make me sorry I ever counted on you," I sang.

We sang the next part together. "One, two, three, four, to the five. Baby, I'm counting on you. One, two, three, four, to the five. Baby, I'm counting on you." We repeated that part.

Kendall then sang, "Understand that I've been here before, thought I found someone I finally could adore. But you failed my test, got to know her better, saw that I wasn't the only one."

Together we sang, "But I'm willing to put my trust in you, baby you can put your trust in me. Just like a count to three, you can count on me, and you're never gonna see."

"No numbers in my pocket. Anything I'm doing girl, I'll drop it," He sang, still only looking at me.

"Cause you're the one I'm giving my heart, but I gotta be the only one," I sang with him, staring at him.

We finished singing the rest of the song, and when we were done, everyone screamed and applauded us. I just stood there, dazed. Kendall hugged me and said into his mic, "How awesome is she? Give her a round of applause everybody!" More applause, just for me. I did a bow. I decided that that was the perfect moment for me to leave, and go back to my seat. I waved goodbye to the audience, and made way backstage.

I sat down in my seat and looked over at Caitlin. "You had something to do with this, didn't you?"

"Of course not!" She looked appalled. Then she started to laugh. "Okay, yes. I told him that you were a really good singer, and that he should bring you up onstage. So sue me."

"Caitlin! How could you do that? That was mortifying."

"But you were great, and it looked like you were having a lot of fun."

"Okay, maybe. But still. Not cool." She shrugged when I said that. She knew what she did was wrong. At least I hope she did.

"Rachel, that was amazing. So cool!" Kayla gushed to me. "You didn't even seem nervous!"

"Oh, I was. Trust me." I smiled at her, then directed my attention to the stage. I looked at the time. 8:40. The concert will be ending soon.

Another thirty minutes went by, and the boys were wishing us a good night, and making their way off the stage. I was sad it was over.

"You two are so lucky you get to go backstage," Kayla sighed. "I wish I could go with you."

"Maybe you can," Caitlin said. "We might be able to get you in, let's see." As we walked back, I hung behind the two of them. I really didn't want to see the guys again. The security guard told us that we each had to have a backstage pass, friends with the boys or not. Then I thought of something.

"Kayla, you can take mine," I offered her.

"What? Really? Are you serious?" She asked.

"Yeah, I'm worn out anyway. I can just wait out here."

"Are you sure Rach?" Caitlin asked me. She seemed concerned.

"Yeah, it's fine. Go on ahead."

"Oh my god, thank you so much!" Kayla shouted giddily. I watched them go inside, and out of sight. What to do now?

"Rachel?"

"Hey Kendall," I said.

"What are you doing out here? Why did you give your backstage pass away?" He almost seemed, angry. At me.

"Because Kayla really wanted to meet you guys, and the security wouldn't let all three of us in."

"Well you could have came inside and told me that!" Yep, he was definitely angry. I had no idea why though.

"I'm sorry," I said, even though I didn't feel sorry.

"No, I'm sorry. I snapped at you." He dragged me backstage with him. Why do people always drag me places? He walked me past where Cait and Kayla were, who were talking to Carlos and James. Kayla seemed relaxed. How was that even possible? I envied them both.

"Here we are."

I looked around. We were in a tiny room. "Where are we?"

"The dressing room," He said in a, "Duh, isn't it obvious" voice.

"Oh. Right." I sat down and didn't say anything else. I honestly didn't care if I was being rude or awkward or whatever, I just didn't feel like talking.

"Are you okay?" He asked me in a concerned tone. I looked up to see him looking at me worriedly.

"Yeah, fine," I said. "Actually, no. I'm kind of pissed. Why did you listen to Caitlin? I didn't want to go onstage."

He seemed at a loss for words. "I'm sorry, but she said it would be good for you." He looked away from me.

I sighed. "Sorry." That's all I said.

"Okay." We sat in silence for a while. Then he asked, "Did you want to see us in concert tomorrow?"

I laughed. He looked at me confused. "I bought a ticket for that one a while ago. The one in San Jose, right?"

"Yeah," He smiled. "You don't have a backstage pass though, right?" He asked.

"Nope. It'll be just me."

"Okay, I'll leave you one at will call. Caitlin's not going though?"

"Nah. She didn't know your music when I bought the ticket, and she was against going."

"Oh, okay," He said, and then asked me, "Did you have fun tonight?"

"Besides having to sing in front of few thousand people? Yeah, totally." I smiled at him.

"Good," He said. He started to lean towards me, but then someone barged into the room.

"Rach, you ready to go home?" Caitlin asked me. She looked at me, then at Kendall. "Oh, sorry. Am I interrupting something?"

"No, nothing," I said quickly. "Bye Kendall, see you tomorrow." He gave me a small smile as we made our way out.

"You want to talk about that?" Caitlin asked.

"Nope. Let's go home." We stopped when we saw Kayla, and exchanged phone numbers.

"It was great meeting you guys! We should hang out again."

"Yeah, definitely!" I told her. We waved goodbye to everyone, and left the building.

"Homeward bound!" I yelled once we were outside. "Let's get moving!"

Thanks for reading! :)

I'm sorry I didn't get this chapter in any faster than the last, but I had a hectic weekend. Hopefully I'll have the next one in by this weekend.