A/N – I'm so sorry for the long delay. I was sick most of last week and into the weekend and have just been really busy otherwise. I keep trying to not go any longer than a week in between updates and I know I missed that here. But I'm going to try harder to get them out more frequently.

Thank you so much to all of those who are sticking with me and reading and reviewing. I appreciate it so much.

Disclaimer – I don't own Glee.

"Rachel? What is going on here?"

Rachel continued to stare at Shelby from her spot on the floor, a guilty expression playing on her face before she looked away and glanced around the room at the mess she had made. There were hundreds of pages of sheet music spread all over the floor, desk with bed and a twelve-year-old Rachel sitting in the middle of it all.

Shelby looked on the scene and all of a sudden couldn't place why she felt that there was something off about the whole thing. Was it something about the room? Was it a different color? Had the Annie poster always been above the bed? She could have sworn it was by the window the last time she was in here? And there was something that stood out about Rachel that she couldn't quite put her finger on. Was she…smaller? Was her hair longer? Shelby wished she could remember. All of these questions left her when she noticed that Rachel was looking her way again, exactly like a kid who was caught with her hand in the cookie jar.

"Mom, I thought you had already left," Rachel said.

"Clearly," Shelby answered as she started to try and make her way into the room, attempting to avoid stepping on any of her sheet music. "What are you doing?"

"I was looking for a song to sing in the talent show at school. It's in a month and everyone has to clear their talent and presentation with Mrs. Winslow, that old bat, before they can participate."

"Rachel," Shelby admonished.

"What? It's true. She's like a hundred and forty-seven years old," Rachel said. "And she apparently is still mad at those cheerleader girls from last year for doing that creepy dance."

"Creepy dance?"

"Yeah, you remember. It lacked any artistic nuance and thought and was simply a vulgar display of sex-"

"Rachel."

"And that Quinn Fabray was the ringleader. I don't think she'd be able to get away with something like that if her parents were to ever actually show up at school for anything. I tried to offer my help to them, but they pushed me aside like they always do," Rachel said. "One day when I'm on Broadway they're going to regret having missed out on the chance to work with me. But it'll be too late by then because I won't want to have anything to do with them."

Shelby had finally made her way across the room, picking up music as she went, and stood over Rachel, her eyebrow quirked as she stood waiting for an explanation.

"And I was going to have all of this picked up and put away before you got home from your meeting ," Rachel said as she scrambled to her feet and started to pick up the music.

"Meeting? Shelby asked. "Aren't you supposed to be getting ready for school?" She could have sworn that today was a school day.

"It's Saturday, Mom," Rachel said. "You only have to go to school on Saturdays if you get a Saturday detention," Rachel stole a glance at Shelby. "And I promise that I won't get that again. But it's honestly not my fault that my peers refuse to listen to any type of reason when confronted with song choices that are obviously better than the ones they pick out. And Mrs. Winslow has no idea how to resolve a conflict even when presented with all the facts. Why do I always end up with choir directors who won't listen to me? I can't wait until I get to go to Carmel and be in Vocal Adrenaline with you," Rachel finished. She hoped the rambling at the end was enough to distract her mother away from the punishment she'd been grounded for months earlier.

Shelby stood there trying to process the rambling and barely noticed when Rachel took the music she had been holding so the girl could add it to her pile on the desk. "I forgot I had a meeting," she said finally. "And I was going to leave you here all alone?"

"Yeah Mom, I'm not a kid. I can stay by myself," Rachel said, looking at Shelby like she was crazy.

"But only for short periods of time, honey," Shelby said.

"I know, I know," Rachel said. "If you ever needed to go away for any long period of time I'd stay with my dads or with Nana and Grandpa." She recited it as if she'd heard this particular speech many times before.

Shelby had the sudden urge to hug her child and as the girl straightened the piles of sheet music on her desk, Shelby stepped over to her and bent down and wrapped her arms around Rachel's waist. Rachel was never one to pass up a hug and put her arms around Shelby's neck and smiled when her mom picked her up. Shelby held Rachel close and she could swear she felt like she was getting to hold Rachel for the first time.

By the time Rachel started to squirm her way out of Shelby's arms, the moment had passed and Shelby was busy helping Rachel put the music back in its proper order. Rachel saved out her selection of "Not for the Life of Me" from Thoroughly Modern Millie and the pair carried the rest of the music up to the third story music room to put it away.

"What are your plans for the day?" Shelby asked once they were finished.

"Well seeing as how it's Saturday, I was supposed to hang out with Daddy, but he called and cancelled this morning. Again."

"I'm sorry," Shelby said.

"That's ok," Rachel told her. "I thought maybe you and I could spend the day together, now that you're home from your meeting."

"I'd love that," Shelby said. "We can do anything you want."

"What about your meeting?"

"I can skip it," Shelby answered. "I'm not even really sure what it's for. So tell me. What would you like to do today?"

"Well…" Rachel drawled and Shelby knew that her choice of words may come back to haunt her. She mentally prepared herself for whatever outlandish scheme that Rachel was throw her way. Knowing her daughter, she could end up trying to talk Shelby into letting her learn to drive her car now. Rachel had already hinted at it despite her young age. Teaching Rachel to drive was not a prospect Shelby was looking forward to. At all.

"Well…" Shelby parroted when Rachel didn't complete her thought.

"I was thinking that we could paint my room today. It's been the same color for years and I know we've been talking about it, but we never seem to find the time to get it done and now seems like a perfect day. It's not too hot outside so we can keep the windows open so we can have proper ventilation. And I've been thinking about adding some new posters to my walls and changing where I have some of the ones that are up now." Rachel spoke quickly, as if she was testing Shelby's ability to keep up with her.

"I think we could get it done pretty quickly, Mom. It probably wouldn't even take much more than half a day. You could work on the parts that are really high up and I can do all the trim since we both know that you're terrible at doing the trim," Rachel continued on. She figured as long as she kept talking her mother couldn't say no. "We could put on some music and sing and paint and it'll be the best day ever, Mom."

Shelby couldn't help but smile at Rachel's enthusiasm and her obvious attempts at manipulation. She didn't see why they couldn't paint the room, but it was fun to watch Rachel try and talk her into it.

Rachel stepped up to Shelby and wrapped her arms around her mother's waist and leaned her head on her chest. "Please, Mom. It's been the same colors since I moved in here with you permanently five years ago. And Daddy never let me pick the colors of my room and I had to live with that horrible shade of yellow they thought I would like. I like yellow, I do, but that really was a terrible color. And I know I picked out the colors that are on the walls now in my room, but that feels like forever ago and I was such a little kid then and I'm so much more grown up now. I just feel like I need a change."

Shelby wrapped her arms loosely around Rachel's shoulders and leaned down and placed a kiss on the top of her head.

"I already have a couple ideas for paint colors," Rachel started up again. "It wouldn't take us that long to pick out the paint and get started. If we left now-"

"Ok, Rach," Shelby cut her off. "There's no need to sell it anymore. We can paint your room. How about we get an early lunch and then head to the store?"

"Great! Thanks, Mom!" And with that, Rachel was off in a dash, the hug forgotten. She was down to her room and pull out some shoes before Shelby had even made it part of the way down the stairs.

True to her word, Rachel had indeed been researching and knew the colors she wanted to look at. It didn't take her long to settle on a pretty light green color for the walls and a complimentary pink for the trim. They were back home with all of their supplies before Shelby knew it. She barely remembered her or Rachel changing clothes or laying the drop cloths or pouring the paint. She was working with a roller, covering up the purple paint that was on the walls with the green Rachel had selected. Rachel lay on her stomach on the floor working with a paint brush along the top of the baseboard.

"We could paint your room too when we're done with mine," Rachel said to Shelby.

"That's ok," Shelby said. "I really like the colors up in my room. What made you want to change yours?"

"I just felt like I needed something different," Rachel said. "While I still love the shade of purple, I thought the green was really pretty. And purple doesn't feel very grown up."

"Well, I hate to break it to you, Rachel, but you are not grown up," Shelby said lightly.

"But I'm much more grown up than when I picked it out at seven!" Rachel protested. "And I heard people talking and they said that only babies would have a room that was purple."

Shelby glanced down at Rachel sympathetically as she heard the real reason for the need to change wall colors. She knew that Rachel didn't have many friends and the girl tried to present herself as a person who wasn't susceptible to all of the teasing, but Shelby knew there were times it truly bothered Rachel. And in an instance like this, there was something that Rachel could do to change it and so she was. But she didn't want her daughter changing her opinion of things because other people were laughing at her.

"Rachel, I hope you're not painting your room because you were teased about it. If you like the purple, that's all that matters."

"But I've been thinking about it for a while and I do want to change the color," Rachel countered. "Everyone needs a change every once in a while. Don't you like the color?"

"I love it, honey," Shelby said. "It's going to look great in here when it's all completed."

"I hope it's dry by the time I go to bed tonight," Rachel commented after a couple of minutes.

"I want you to stay with me tonight," Shelby said. "Or in the guest room. I want to give you room a chance to air out completely."

Rachel nodded absently at Shelby's decision and then turned her concentration back to the section she was painting. Not one to let the silence linger for very long, Rachel began to sing one of her favorite songs, a Barbra Streisand one that Shelby had taught her long ago. Shelby soon joined her and the pair sang as they painted, no doubt serenading any neighbors who may be walking by.

An hour or so into it, Rachel had paint all over her hands and it was working its way up her arms. Shelby kept telling her to be more careful and to not get paint everywhere, but it seemed inevitable. Rachel was surprised at well Shelby was able to keep herself clean, but it was easier when you were handling the roller with the long handle and not a paint brush. Still, Shelby did manage to get a couple of spots on her pants and one on a sleeve.

"Hey, Mom?"

"Yeah, honey?"

"Why do you think Daddy keeps cancelling? Do you think it's because of what happened the last time I was there?" Rachel kept her eyes focused on the wall in front her and did not look at her mom. "The whole thing really was my fault. But I apologized over and over. I even wrote them a letter saying how sorry I was."

"It was all an accident, Rachel," Shelby assured her. "Nothing you did is that bad. None of this is your fault. I'm sure they're just very busy and are working out when you can go over there next. And I saw your letter and it said everything you needed to say." Shelby was determined to have a talk with those men soon about what they were doing to Rachel. Someone needed to set them straight about time spent with their daughter and she was going to be the one to do it.

"Yeah, I guess," Rachel mumbled. "I just wish I understood what I could do to make it better."

"There's nothing you have to make better, Rachel. You're a kid. Do you understand that?"

"Yeah," Rachel mumbled again.

"Excuse me?"

"Yes, ma'am," Rachel answered clearly this time.

Another couple of hours and Shelby was pouring the last of the green paint into the roller tray so they could finish up with the last part that needed the second coat. She left the room to get them each a bottle of water, promising to return in a moment to help start to clean up once Rachel was done with her part. Rachel stretched across the floor, still on her stomach and reached for the tray. If she had been looking she would have noticed that Shelby had moved it some and it wasn't until her elbow landed in the cold liquid that it wasn't where she thought it would be. Rachel gasped and in her haste to pull her arm away, ended up tilting the tray until most of its contents had spilled onto the drop cloth on the floor and subsequently all over Rachel herself. She dropped her paintbrush and stood up, trying to avoid the green goo, but was unsuccessful. There would be Rachel sized footprints all over the cloth by the time this was over. The entire front of her shirt was covered and it was dripping down onto the sweatpants that were cut off at the knees that she was wearing for the occasion. Rachel turned towards the door when she heard Shelby returning and realized there was no way she could hide this. She instead crouched down facing the wall and picked up her brush and started working on the last part she was trying to finish up.

"Here's your water," Shelby said as she stepped in the room and set the bottles on the desk. It was then that she noticed the puddle of paint on the floor. "Rachel."

Rachel sprang to her feet and turned so her mom could see her, a devilish smirk playing on her lips. "I accidentally spilled it."

"I see. And you stay right there," Shelby said when she noticed that Rachel had taken a step towards her.

Rachel lunged forward towards her mother, leaping up and forcing Shelby to catch her. Shelby did and Rachel wrapped her arms around her mother's neck and lifted her legs up to wrap them around her waist. Shelby groaned, not at the weight, but at the fact that she was now getting covered in paint. She stood still and let Rachel squeeze her tightly in an attempt to transfer as much paint as possible. Shelby smiled at Rachel's childish behavior before putting on a serious expression and setting Rachel down.

Rachel looked up at her mother's face and wore an expression of contrition. It only last a moment before she reached her hands out and put them to Shelby's cheek and pulled her mom's head down and placed a kiss on her forehead. Rachel let go and then started to giggle at the two perfect green handprints on Shelby's cheeks.

"The green suits you, Mom."

Shelby rolled her eyes but smiled at Rachel all the same. She enjoyed seeing this carefree version of her daughter every once in a while.

"And a shower is going to suit you, young lady," Shelby told her.

They both instinctively looked towards the door of Rachel's en suite bathroom and realized that they had blocked it earlier when they were moving furniture around the paint. Rachel would have to use the hall bathroom that was usually reserved for guests. Shelby pulled Rachel away from the puddle of paint, careful not to step in it herself, and stooped down so she could unceremoniously put Rachel over her shoulder, close to fireman style. Though she was twelve, she was still small and Shelby had no trouble lifting her off the ground.

"Mom," Rachel protested, though she put her hands on Shelby's back and smiled when she looked at the two handprints she had left.

"Rachel, I am not letting you get footprints, green or otherwise, all over the house. Don't touch anything."

The trip to the bathroom was short and Rachel listened and did not touch anything along the way. Shelby carefully set her down directly in the tub and then picked up a washcloth and held it while she turned the water on so that she wouldn't get green paint all over the handles. Rachel kept away from the cold water until it warmed up and she could start the shower spray. Shelby pulled the curtain and then stepped back to have a look at herself in the mirror. Courtesy of Rachel she now had green all over her clothes and hair. And, of course, there were the two green handprints on her cheeks. Shelby thought about what a great moment it was for a picture, but let it pass as she had no one there to take it. She grabbed another washcloth and set about the task of cleaning her face while waiting for her turn in the shower.

Hours later the pair sat in their pajamas on the couch watching a movie and picking at popcorn. The bowl was mostly untouched because Rachel and Shelby were much too involved with the movie. Try as she might, Shelby couldn't remember the name of it. She did know that it was scary and she had tried to turn it off several times, but Rachel was insistent that she wanted to watch it so that she could see the ending. Rachel kept inching her way closer to her mom until she was practically sitting in her lap. Rachel sat next to Shelby, but was leaning across her and letting her mother cradle her as one would a baby. Shelby covered her with a blanket and let Rachel turn in towards her at every attempt to shield her eyes from the screen.

"Can we go to bed now?" Rachel asked when it finally ended. Her face was still firmly pressed into Shelby's shoulder and Shelby was rubbing soothing circles in her back.

"Are you sure you want to go to bed now?" Shelby asked with a laugh.

Rachel only nodded.

"Do you want to sleep in the guest room or with me?"

"With you," Rachel answered immediately. "Are you going to sleep too?"

"Sure thing, honey," Shelby told her. She was able to get Rachel to sit up and then to her feet so they could make their way upstairs. Rachel held her hand the whole time and didn't let Shelby out of her site while they brushed their teeth and washed their faces before bed.

Shelby held back the covers while Rachel crawled in and then tucked them tightly around the girl once she had lay down and seemed comfortable. She kissed Rachel's forehead and then made her way around the other side of the bed and got in next to her daughter. Rachel's eyes stayed on her the whole time and she rolled over to her side so she could look at her mom in the bed. Rachel reached her hand out under the blankets and found one of Shelby's and held on tightly.

"It's ok, Rachel. I'm right here," Shelby spoke to her in soft tones, as if she was speaking a lullaby. "Just close your eyes."

"I can't. I don't want you to be gone when I open them again."

"I won't be gone. I'm going to stay right here," Shelby assured her.

"You'll never leave me, will you, Mom?" Rachel asked. Her eyes were wide and serious and she seemed to hold her breath as she waited for Shelby's response, as if her entire world hinged on the answer.

"I'll never leave you, Rachel. I promise. I'll never leave you." Tears formed in Shelby's eyes as she watched Rachel finally close hers; releasing the breath she had been holding as she did. Rachel's grip on her hand never lessened and Shelby used her thumb to rub the top of Rachel's hand in an effort to calm her. She waited until she was sure Rachel was finally asleep before she let her guard down and start to relax so she could go to sleep as well.

Shelby heard crying and she stirred in her sleep, rolling over to her side and hoping the noise would stop. Then she heard it again. And then there was her voice.

"Where are you, Mom?" she heard Rachel yelling. Crying. Shelby tossed onto her other side.

"Where are you, Mom?" The crying was louder this time. More insistent. Rachel must be having a nightmare because of the movie.

The thought of Rachel sprang Shelby into action and she awoke suddenly, sitting up in bed and feeling the space to her side as she tried to reach out for Rachel.

"I'm right here, Ra-" The space was untouched and had not been slept in. The crying was still there, growing louder and Shelby glanced around the room in confusion.

The sudden realization of the dream hit her when her eyes rested on Beth's crib and the crying infant inside. Shelby rubbed her face and threw back the covers and got out of bed and went to Beth. She picked the little girl up and cooed to her, gently rocking and swaying. Beth quieted and took comfort in her mother's arms. Shelby glanced at the clock and saw that it was only 2:11 in the morning. She groaned and left her room to go to the kitchen to prepare a bottle for Beth.

Beth drank happily while Shelby stared off into the darkness thinking about what had been a vivid dream. It was almost as if she could still feel Rachel holding onto her after she had leapt into her arms while covered in paint. She wished more than anything that she could have known Rachel when she was a younger child. It would have been her great joy to get to see Rachel grow and learn and thrive. She wished she could somehow get past the fifteen-year-old that lived with her now and talk to the twelve-year-old that still lingered in there somewhere. She needed that girl to understand that Shelby was always going to be there for her. She needed that girl to understand that no matter what happened with her fathers, it wouldn't change the way Shelby felt about her. She wished she knew how to communicate with that little girl.

It didn't take long for Shelby to get Beth back to sleep after she finished the bottle and once the baby was snug in her crib, Shelby once again went to check on Rachel. She quietly opened the bedroom door and stared in at the sleeping form. It didn't look like Rachel had even moved from the time closer to midnight that Shelby had looked in on her. She stepped farther into the room and stood by the bed for a few moments just watching before she leaned down and left a kiss on Rachel's head.

"I'll never leave you, Rachel," Shelby whispered into her ear. "I promise. I'll never leave you."

A/N – Please leave me a review. All of you who guessed that Shelby was dreaming were absolutely right. I wanted to get to show Shelby having a few moments with a younger Rachel, even if it was all in Shelby's head.