"I'm sorry I stood you up." Rachel said softly, interrupting the moment of peace that had settled between them once she had stopped crying into his shoulder. He had just held her, offering quiet sounds of comfort but hadn't said much in way of platitudes, and it had been a show of sympathy that she hadn't expected from him given the reasons why she even needed it. "Honestly, I didn't want to face or deal with anyone or anything that could have made... Kurt's phone call more real than it already is."

Jesse glanced at her. "When did you get it?"

"I'm not sure." Rachel admitted. "I had it in my bag throughout rehearsals and didn't check until our morning break."

Jesse glanced at Beth, then back at Rachel. "Shelby doesn't know?"

Rachel shook her head.

Jesse hesitated, then asked, "When were you planning to tell me?"

"I don't know." Rachel admitted. "It seemed... it still feels like it can't be true, and telling anyone, even you, makes it more difficult to deny it."

"I suppose I can understand that," Jesse allowed.

Rachel squeezed his hand to show her appreciation for his sympathy. "I still shouldn't have stood you up."

"We didn't have concrete plans," Jesse replied dismissively, stretching out his legs.

Rachel smiled at his attempt at trying to be the bigger person, before she sighed, and stood up.

Jesse watched her. "Where are you going?"

"I'm going to put Beth in bed."

Jesse nodded in understanding.

A few minutes later, Rachel returned, dragging with her the portable crib/carrier that doubled as a car seat.

Jesse tilted his head in confusion. He supposed his expression showed his sentiment.

"It's like she knows when I'm about to leave her room," Rachel told him, settling the toddler in the carrier, and holding her breath to see if Beth would actually settle.

Beth squirmed a little, but she closed her eyes and returned to sleep.

Rachel rolled her eyes at the predictability of how high maintenance and stubborn the offspring of Quinn Fabray and Noah Puckerman could be. She turned back to Jesse, and returned to her seat on the floor beside him. She leaned against his side, resting her head on his shoulder.

"Are your dads in Ohio?" Jesse broke the silence.

Rachel sighed, shaking her head as much as she possibly could with her head resting on his shoulder. "They got on one of those week-long cruises when I decided to stay for the preview." She sat up quickly and stared at him in horror. "The preview! I can't be at the preview and back at Lima at the same time!"

Jesse gave her a wry look. It didn't even come as a surprise to him, given how close Rachel was getting to her new friends, that skipping the preview wasn't considered to be an option. "I think Claire would understand if you're not there tomorrow, given the circumstances."

"No!" Rachel exploded, startling him with the fervor in her voice. "I told myself I wouldn't do this again, I wouldn't... go back. I'm not that girl anymore, I'm not that girl who put aside her own feelings and just set aside her life just so I can make Glee Club feel better about themselves."

Jesse sighed, and conceded internally that maybe he might have insisted on that point a little too harshly. "Rachel, Kurt just called you to tell you that he wants you there."

He saw in a minute flinch in Rachel's demeanor that the remark had hit its target, but he also saw the resolute expression on Rachel's face.

"So?"

"So he's at home, with his dad and stepmom and friends who treat him like a precious little baby unicorn, and he still called you to be there with him." Jesse reminded. "And that's just Kurt. Your phone has a bunch of messages from Quinn, and Puck, and even Mercedes and Tina, and I bet they're all saying the same thing."

"Probably to ask why I'm living my life in New York and not there holding their hand," Rachel said bitterly, leaning back against Jesse. "They don't really want me there."

Jesse frowned. "Excuse me?"

Rachel picked up her phone from the floor near them, and opened up her social network apps. She scrolled through to the entries from the previous day, and showed it to him.

Jesse obliged, and after reading through a few entries, sighed. Honestly. The New Directions could sometimes be such terrible people, even to each other. He glanced at Rachel, and considered the tantrum she was currently having, and sighed again. He closed the apps. "They're your friends, Rachel."

"That's not what you said before."

"No, I said they're awful to you. And that you need better friends. And I maintain that." Jesse pointed out. "But even if you want to say they're not your friends, you were still part of that group, and that group just lost someone. That still means something."

"Yes. It means that once again, that group as a collective is failing to do one thing expected of them, and they all want me to pick up the slack." Rachel said, her voice tinged with anger. She sat back up, and turned to face him again. "Do you know how many times that's happened? And do you think they're even going to be the slightest bit grateful that I'm stepping up? Because they won't. They'll complain about it, about me taking the reins and taking the spotlight, about making it about me, never mind of the fact that they asked me to. That they wanted me to. That's all they ever remember, the times I found a way to shine when they couldn't even complete every weekly assignment Mr. Schue ever gave us."

"Rachel, you just lost someone important to you, and you're really not going home because you think your Glee Club is full of selfish jerks?" Jesse questioned doubtfully.

"God, you can't even say his name!" Rachel accused.

"He wasn't my friend." Jesse defended. "You know how I feel about him. About Finn. That doesn't change just because he died."

"Yes! He died. And that's..." Rachel stopped abruptly, and in an instant, the fight seemed to leave her, her face crumpling back into tears. "I was mean to him, Jesse."

"You almost put your dreams on hold to marry him," Jesse reminded softly, comfortingly. "That's hardly mean."

"No," Rachel shook her head. "Not... that." She wiped her tears with the back of her hand, taking a deep but shuddering breath. She regained some composure, and looked up at Jesse. "He called me yesterday."

"And you took it?" Jesse asked skeptically.

"Please don't be mad."

"I'm not." Jesse was quick to reassure. He paused, then asked, "Why didn't you tell me when we talked on the phone yesterday?"

Rachel sighed. "Because it wasn't relevant. It wasn't... important. He was drunk, or he'd been drinking, and we were supposed to talk again today and I wanted to tell you after. When everything was cleared up and I wouldn't conflate what I had to say with what were sure to be your opinions. I mean, you didn't even want me to take his call."

"That's not what I meant by that." Jesse frowned at her assumption. "I don't like him, that's no secret, but I just... those status updates were kind of mean, Rachel. And Finn... usually tended to go along with what everybody else was doing."

"He is, sometimes. But he kept calling, and..." Rachel sighed. "He said things. He said you were nothing, that I was his girlfriend, that I might as well not date anyone else because he thought we were meant to be, or something."

"I can tell from your voice that you don't agree."

Rachel shook her head, looking at him earnestly. "That hasn't been true in ages. I loved him, once, but given the past few weeks, months even, that's not true anymore. I love him, yes, but not the way I used to, not the way I need to be to be in love with him again. I'm not that girl anymore, and... the way he talked, it was like none of that matters. Nothing I do matters. I could date someone else, someone better, someone who honestly truly gets me, and he thinks that doesn't matter because he believes he's the only one I should end up with. I mean... that can't be true."

"How is any of that you being mean?" Jesse asked, instead of addressing the individual points, because a part of him wanted to wring Finn Hudson's neck for imposing those ideas upon Rachel. He had never thought much of the former quarterback, but this... had to be a new low in Jesse's opinion of him.

"I was curt. I was abrupt. He was calling to reassure me that we would be OK if we had to be in the same room, and I just... I know he was being presumptuous, but that's how he gets, I didn't have to be so... exasperated at him. I didn't have to be discourteous, or mean-spirited." Rachel felt some of her agitation and anger start to rise again as she recalled the previous day's phone conversation. "But he started in on our relationship, even when I told him that it doesn't exist anymore, but he wouldn't shut up about me, and him, and how we're going to end up together, and I... I could have been nicer, instead of rubbing it in how much I like the relationship I'm in now."

Jesse reached out, and touched her hand, drawing her attention back to him so she could meet his gaze. "Did you tell him I was the guy you're dating now?"

"What? No. He was drunk, and if that conversation was going to happen, he'll have to be stone-cold sober so that he can follow and understand every word." Rachel snapped. She paled almost instantly as her own words registered. "Oh my God."

"Now, see, that was mean." Jesse joked, an ill-fated attempt at trying to lighten her spirit.

Rachel gave him a dark look.

Jesse pulled her to him and wrapped his arms around her, providing her comfort and a warm and supportive cocoon while he said what he thought she needed to hear. "This isn't on you, Rachel. Telling him off on the phone didn't..." Jesse took a deep breath, hesitating on the word, but ultimately decided that someone had to be the one to shed light on the harsh truth. "Telling him off on the phone didn't make him die."

She relaxed in his arms, and spoke softly. "He was drunk, I could tell, and I should have called someone, told them to look out for him..."

"From what I can tell from the pictures, everyone around him was drunk. You didn't know what would happen. Nobody could have."

Silence.

"I should have." Rachel insisted quietly. "What's the point of being a little bit psychic when you can't protect the people you care about?"

Jesse kissed the side of her head. "You learn from the lessons."

Pause.

"You'll go to the preview, bring flowers for Claire?"

"Of course." Jesse promised, recognizing the question for what it was: she had decided to go home for the wake and funeral.

The promise seemed to appease Rachel, who curled up tighter against him, resting her head against the crux where his neck met his shoulder.

After a moment, she spoke again. "Did you mean it?"

"Hmm?"

"What you said before, when you said you would have come to McKinley and stopped whatever was going on, last year." Rachel elaborated. She shifted her head slightly to glance up at him. "Did you mean it?"

"If you had called, yeah."

Rachel gazed at him for a moment longer before she rested her head back on his shoulder, contemplative. "What would you have said?"

"That you shouldn't have to settle for anything less than everything you've ever wanted."

"I thought..." Rachel let her voice trail off, even though they both knew what she couldn't bear to say: She'd thought that Finn had been everything she'd wanted. It wasn't true anymore, and they both knew it, but it still hurt him, and she was torn about how she felt about the sentiment behind that belief - she had believed it well enough then, but couldn't imagine how it could have been true now.

"It wasn't New York." Jesse said simply. It had been the one thing he had believed in, her dreams and ambition and the part of her that would only be truly happy on a Broadway stage, even as he had heard about the multitude of wasted opportunities and wrong decisions Rachel had been making in Lima; it had been the one thing that kept him from just kidnapping her and trying to make her see reason.

Rachel paused. "And you would have promised me New York?"

"Well, you know," Jesse laughed softly. "I'm not good with words."

Rachel smiled.

"But that's nothing new." Jesse continued. His words had taken on a lyrical quality, a rhythm she recognized as a song. "Still I have to try to explain what I had wanted to do, with you." He turned slightly, causing Rachel to lift her head to turn and glance at him. "With you... Run away with me."

Her laugh was soft, both amused and tender, as she sat back to listen to the song.

Let me be your ride out of town
Let me be the place that you hide
We can make our lives on the go
Run away with me
Texas in the summer is cool
We'll be on the road like Jack Kerouac
Looking back
Hey you're ready
Let's go
Anywhere
Get the car packed and throw me the key
Run away with me.

"They say that the road ain't no place to start a family," Rachel countered quietly.

Jesse smiled, countering back with his own song.

I'm not trying to make you a wife here
I'm not trying to tie you down
I'm just saying there may be a life here
A new one as soon as we run
Just as soon as we run
Run away

"Two strangers learn to fall in love again," Rachel smiled at him, "I get the joy of rediscovering you; oh boy you stand by me..."

Let me be your ride out of town
Let me be the place that you hide
We can make our lives on the go
Run away with me
Broadway dreams here we come
Romeo is calling for Juliet
Ready, set
If you're ready
Let's go
Anywhere
Say the word and I'm already there

Rachel leaned forward to kiss him, trying to convey in a simple act just how much everything he was doing and saying meant to her, because it did, even after the fact. She pulled back slowly, and met his gaze with her own. "I should have called."

"Run away with me." With a soft smile, Jesse finished in a quiet manner, as if confiding in her and telling her a secret that was to stay between them.

It was the single most quiet moment they had ever shared, sitting there in the hallway in front of Shelby's apartment, neither one of them saying a word; everything they had ever said and done in the past had led them to that moment, merely sharing the space, gazing at each other.

She had only meant to counter the point of the song with the only related lyric she could sing off the top of her head, but had inadvertently given it new meaning; she had taken away what Faithfully had once meant to her, and was now making it something new.

And the song that had waited, a song he had held back for over a year, one he'd almost given up on, had been sung (concise as it may have become), had been dedicated the way it had been intended to be. It was not the circumstances he had imagined, and it was certainly far more quiet than the showy way he had originally conceptualized, but the meaning stayed the same.

"What are you two doing in the middle of the hallway?"

Well, that was certainly a harsher snap back to reality than either of them had needed, as both Rachel and Jesse turned from the heart-melting gazes at each other to face the woman who had spoken.

Shelby had been too concerned about her apartment door being open and Rachel sitting in front of it to have been paying attention to the boy she was obviously entertaining, but now that the familiar face had turned to her, Shelby couldn't help but blink her disbelief, even if she expressed it with dull incredulity. "Jesse. What are you doing here?"

"He's not inside the apartment." Rachel said quickly, as the two of them got to their feet, as if in defense of both herself and the boy in question.

Shelby kept her gaze on Jesse for a moment longer before she glanced at Rachel, then at Beth, sleeping soundly in the baby carrier on the floor beside Rachel, just inside the apartment and out of sight from the hallway.

Well. This was not a scenario she had ever expected to see.

And, yes, he was certainly not inside the apartment, and Shelby would definitely not underestimate her Rachel again, or disregard Hiram or Leroy Berry again when they warn her of how clever and determined the girl could actually be.

Shelby sighed in defeat. "I don't know what's going on, but for once I'll waive that rule so we can talk like normal people and not do it in the middle of the hallway."

Rachel shot her a grateful look, picking up Beth's carrier to bring it inside.

Shelby grabbed Jesse's arm as he moved to follow. "What are you doing here, Jesse?"

Jesse looked down at the grip she had on his arm, then up at the woman he'd once had the utmost respect and admiration for, his gaze briefly flicking to the direction Rachel had disappeared before he turned back to Shelby. "I think the answer to that would be obvious."

"You can't-"

"I'm not your student anymore, Shelby." Jesse said quietly, if not firmly. "You really can't tell me what to do anymore."

Shelby relented, and released her grip. "If you hurt her..."

Jesse paused, and frowned at her. "I'm not the one who had a choice, remember?"

Shelby pulled back, her spine straightening in what he recognized as her defensive pose. "What have you told her?"

"Nothing. Nothing beyond my part in it and the reasons why. Because you promised me you would explain. I'm expecting you to keep at least one of your promises."

"You still went to UCLA, didn't you?" Shelby returned brusquely.

Instead of matching her ire, Jesse instead sighed in momentary defeat. "I told you before I don't want to hurt her, and that's still true. We're both getting a second chance here, let's help each other not screw it up, OK?"

Shelby relented at that presentation of facts, and nodded. She exhaled, letting out the tension that Jesse's presence had given her, and arched an eyebrow. "I have a limited-access elevator and former police officers as security. How did you get in?"

"I was wondering that," Rachel agreed, returning to the door and pulling Jesse inside the apartment, now that she had permission to have him there.

Jesse smiled apologetically at Rachel. "I had to give one of them your flowers." Off Rachel's confused look, he hastened to explain (and avoid misunderstandings). "I had flowers. I used them as a bribe with the guy at the lobby, for him to give to his girlfriend, so that he'll use his access key to get me onto your floor."

Rachel frowned. "You gave away my flowers?"

"And before you think they just let anyone up," Jesse added quickly, turning to Shelby, because he knew who in the room could have him blocked from the visitor list, "they took like mugshots of me and made me give them my social security number and contact information before they let me anywhere near the elevators."

"You gave away my flowers?" Rachel repeated.

Jesse rolled his eyes, and turned back to her. "I'll buy you another."

"You didn't even give me any on our date."

"I'll owe you two." Jesse replied.

Shelby dropped her purse onto the living room couch, and turned to the two of them, her close scrutiny of Rachel making her suddenly realize that there were evidence of tears on Rachel's face. She turned sharply towards Jesse. "What's going on?"

Jesse, caught unprepared by the vehemence in Shelby's tone, just barely kept himself from taking a step back. "It's-"

He was interrupted by the sharp shrill ring of a cellphone, and he found it true to form that Shelby wouldn't deign to use a personalized ringtone.

Shelby gave him a look of warning as she grabbed her phone, and squeezed Rachel's shoulder in a sign of support as she headed to her room to take the call.

Jesse sighed, and stepped closer to Rachel, wrapping his arms around her as she stepped into his embrace. He kissed the top of her head. "I'll just be a phone call away."

"I wish you could come with me," Rachel said softly into his jacket.

"I'd be there for you if I could," Jesse assured her. "But this time is for you and the New Directions, and my being there will just be a distraction. You should be able to say goodbye properly."

"I don't think I'll be able to face them alone."

Jesse understood: the New Directions had just yesterday flooded her social network feed with thinly-veiled snide remarks against her. "Do you want Parker to come along? She likes you, she won't let them come near you."

Rachel let out a short laugh. "Yeah. Because explaining how I know her would be an easy endeavor."

Jesse chuckled in agreement. "You should call Quinn, tell her you're coming."

"Yeah." Rachel agreed, but didn't move away from his embrace.

Shelby demonstrated her excellent timing and barged back into the living room. She stopped abruptly when she saw the two young adults, her gaze focused on Rachel and wholly sympathetic. "That was Will. I'm so sorry, Rachel."

Rachel and Jesse separated, mostly out of courtesy towards Shelby, and she accepted the sympathy. "I'm going home, see what I can do for Carole and Kurt."

Shelby nodded. "Of course."

Rachel turned to Jesse. "You can use my laptop: could you find me a cheap seat? And the schedules. I can't afford a plane right now, but the bus or train will be fine."

"Two."

Both Rachel and Jesse turned, startled, towards the older woman.

"Two tickets." Shelby repeated. "First flight to Ohio. I'll give you the credit card when you find them."

Rachel hesitated. "Shelby, you don't have to..."

"Your dads aren't in Lima, and the last thing you need is to worry about logistics right now." Shelby said firmly. "I'll make calls, find accommodations for Beth while we're away."

Rachel glanced at Jesse.

"Don't even think about it." Jesse warned.

Rachel gave him a sardonic smile, before turning back to Shelby. There was so much she wanted to say to the older woman, express all her overwhelming emotions at the fact that Shelby was going to be there - wanted to be there - and found herself, shockingly, at a loss for words. Instead, she stepped closer, and gave her mother a quick hug before just as quickly stepping away. "I- I guess... I'll go get that laptop."

Once she had disappeared into her room, a brief silence descended on the remaining occupants of the room. Jesse then turned to Shelby. "Stay away from Will Schuester."

"Excuse me?" There was no shortage of offense in Shelby's voice at the statement - nay, command - in Jesse's voice.

"He was her Glee Club moderator. But he wasn't always the best teacher for her." Jesse stated. "She's going to need you, now more than ever, and she won't be able to count on you if she thinks you're not completely on her side. You need to be smart about this."

"You can't just say that kind of thing to me. You may not be my student anymore, but I'm still Rachel's mother."

"And she had her own involvement with Noah Puckerman, so you should stay away from him, too."

"How do you know about-"

"I mean it, Shelby. He used to be one of the few people she could count on until you turned him into your midlife crisis. I could care less about who you sleep with, but don't do that to Rachel, not now."

"Wait, hold on. I did not sleep with-"

Jesse leveled his gaze on her. "The next few days is going to define the rest of your relationship with Rachel, Shelby. Don't screw it up."

Shelby looked at him, and recognized in his determined gaze the same boy who had come up to her one day three years ago and told her he was ready to do Bohemian Rhapsody. It had once been a bone of contention between them, as she'd thought he lacked the emotional weight to pull it off and he couldn't find the thin line between anger, defeat and defiance that so characterized the song.

One day he had said he was ready, and the look in his eyes, the fierceness and determination, was all it took to convince her.

He had that same look in his eye, and Shelby couldn't help but wonder just how much she had miscalculated Jesse St. James.

But then he blinked, and he was the young man who had pleaded with her not to hurt Rachel. "Lima's not always the best place to her, and the people there aren't always kind to her. Watch over her, please?"

He had matured, and she knew they both had changed, but some things seemed to have remained the same.

Rachel Berry was still the thing that drew them together and forced them apart; someone they both loved dearly and so afraid to love all the same.

She'd once broken a promise she'd made to him, but she could make another one, and keep it, this time around. "I'll take care of her, I promise."