3:40PM

Santana Lopez adjusted her ponytail before picking up a nail file from her manicure set. Puck lay stretched out on the table in front of her and occasionally stirred before settling back into his peaceful sleep. Struck with a brilliant idea, she carefully lifted his limp hand and set it on the table top with his fingers sprawled before her. Reaching into her purse, she retrieved a handful of nail polish bottles and tapped her chin thoughtfully before selecting Razzle Berry Pink.

From the next table over, Kurt glanced up from the homework he was diligently working on and let out a restrained laugh. Santana held up a warning hand to silence him before flashing a deliciously devilish smile.

She dabbed the brush into the liquid before stroking it over each of Puck's fingernails and then lifted his hand to inspect her work. After finishing Puck's manicure, Santana was once again sufficiently bored.

Across the library Rachel and Finn giggled over a book, reminding Santana of her original mission. If she could make Rachel hot instead of ridiculously hideous, Finn would act in total horn dog male fashion, humiliating Quinn and leaving toppling her off of the literal and proverbial pyramid. Rachel being hot would not be a threat to Santana because her awful and annoying personality would cancel out any of her attractive features, leaving Santana number one and Rachel like infinity or whatever. Santana's plan was golden.

Twisting the cap tightly onto the nail polish, Santana tossed it back into her purse before slinging it over her shoulder. "I'm going to the ladies room," she announced. She paused expectantly and gestured towards Rachel. "Strawberry Shortcake, you coming?" Rachel didn't acknowledge her. "Kiebler, I'm talking to you."

Rachel arched a brow, "Excuse me?"

"It's called female bonding; where girls gather in a generally disgusting location for taboo acts all in the name of gossip." Santana folded her arms over her chest impatiently. "It's like girl code, Berry."

Rachel looked to Finn who shrugged in his usual dumbfounded demeanor. "Is this like a trap or something? You hate me."

"Get over yourself," Santana rolled her eyes. "This is in the name of woman-hood; no one goes to the bathroom alone."

Rachel pressed her lips together. "I do have a rather pressing urge to powder my nose," she said with a shrug as she gathered up her own ridiculous purse, in fact Santana was certain she had the same purse when she was seven.

Exiting the library they were immediately accosted by Mr. Schuester. "Where do you two think you are going?" He asked.

"Do you really want me to go into detail how the female cycle works?" Santana asked innocently.

Mr. Schue smiled tightly and motioned for them to continue on their way.

"The male mind is all too predictable," she said smugly to Rachel as they rounded the corner to the ladies room.

Upon entering the bathroom Rachel headed straight for one of the stalls. "Where are you going?" Santana asked expectantly.

"To use the bathroom?" Rachel asked perplexed.

She cringed while perched in front of the mirror. "Ew." She fished through her bag for a tube of lip gloss and smeared it across her lips. "Come here," she gestured towards the countertop.

Rachel approached her cautiously like a shy dog about to be punished.

"Come here," Santana repeated. Rachel stood before her. "You have really pretty eyelashes. Has anybody ever told you that?"

She narrowed her eyes. "No."

"You should try curling them," Santana decided and she pulled out an eyelash curler from her purse.

"Why are you being so nice to me?" She asked nervously. "You're always so awful."

"It's high school," Santana shrugged. Holding Rachel's chin in her hand she crimped her lashes. "It's not like I have a problem with you or anything."

"Then why do you call me names? Or laugh at me when the boys throw slushies in my face? Or post rude comments about me on my MySpace page?"

She removed a moist towelette and dabbed off Rachel's lip gloss. "You shouldn't wear so much makeup," she said. "It makes you look like a drag queen."

Rachel dropped her gaze. "Oh."

"You could be really pretty if you wanted to," Santana said opening her makeup kit. "I mean, if you stopped dressing like my American Girl Doll."

Rachel's eyes lit up, "You think?"

Santana carefully applied Rachel's makeup, slowly stroking blush across each cheek.

"It's a social hierarchy, you know," she said after a long moment of silence. "You either eat the weakling or risk getting eaten. You've just managed to step on all the wrong toes."

"What does that mean?"

"Quinn's the only one who has real beef with you," she explained. "At first she was jealous that your gay dads let you do whatever you want, because her dad is like super strict and a total creep." Santana handed her a tissue to blot her lipstick. "But now she hates you because Finn is freakishly into you."

Rachel beamed but then quickly shook her head. "I don't think that's true."

"Finn's dumb," she shrugged, "anything is possible."

Rachel stepped towards the sink to inspect her makeover in the mirror. "He's ashamed to be seen with me. I just wish there was a way that I could be cool, so that I wasn't making such a fool of myself all the time."

"All you have to do is show some boobage," Santana said dumbly. "That increases cool factor by like tenfold."

"Excuse me?" Rachel asked incredulously.

"Cleavage isn't a type of knife a butcher uses," she explained. "It's a device a woman uses to work it."

"That doesn't make any sense," she shook her head. "Your Cheerios uniform covers everything but your shoulders."

"That's because I don't need cheap ploys. Look at me, I'm hot." Santana unbuttoned the top three buttons of Rachel's blouse. "There," she said turning her back towards the mirror. "Now you're a hottie instead of a nottie."

Rachel turned her eyes back at her reflection and frowned as she ran her fingers through her hair. "Why do we have to act like somebody we're not? Why can't we just be ourselves and be appreciated for who we are?"

Santana scoffed, "That's what college is for."

"Don't you ever get tired of pretending?" Rachel asked. "You spend your days as a lackey all in the name of popularity. Where's the fulfillment in that?"

Santana glared. She had a point. Sure Santana liked the power that being popular brought. The fear she inflicted on her lesser peers was always a good self esteem booster, but being trapped in a room with Kurt and Rachel all day made her feel guilty about how she behaved. Usually when she insulted someone she didn't see the aftermath. She called someone ugly, felt hot and moved on with her day. Suddenly being cool didn't feel so fulfilling. But life wasn't that simple. She wasn't going to take a suicide jump off the social pyramid because a couple of freaks were making her feel bad about herself. She was so close to the top and gaining the spotlight that came with being Queen Bee.

Growing up, her father was too busy with work and building his reputation in the medical world to pay any attention to her and her mother was too high on pain killers and Botox injections to notice her. Her Cheerios uniform was all she had to get noticed. Sure Rachel had her weird clothes and overbearing personality, but she had an amazing voice to make her special. If Santana Lopez wasn't the bitchy cheerleader, than who was she?

Santana took a deep breath and then ran her fingers through Rachel's hair to part it on the side. "You shouldn't wear a center part," she said plainly. "It puts too much emphasis on your enormous schnoze."

Rachel nodded slowly.

Santana rolled her eyes and said in spite of herself. "And you should just be yourself. Finn seems to really like that."

With that, she gathered her things and turned on her heels to exit the bathroom. Santana would just have to help Santana Lopez some other day.