Disclaimer: I own nothing but the plot. I also don't own 'Friends.'
A/N: I would like to thank everyone who has reviewed so far and all of my readers. You guys are awesome! The gadget listed in the last portion of this chapter is something that I actually found on the internet. I thought it was appropriate for this story. I know we've done the mall once already, but they had to go back there to set up what I want to happen in this chapter. Don't worry, this chapter is very different from chapter 2.

Rachel was uncomfortable. And it wasn't her usual I'm-a-star-and-everyone-resents-it ache. No, this was an actual physical discomfort. She was pretty sure her pillow had grown a tumor. To her sleep fogged mind that was the only logical explanation for the awkward lump currently resting under her neck. Even pounding the bulge as hard as she could hadn't helped.

Okay, so she could just get out of bed and then she wouldn't have to worry about it, but she'd woken up fifteen minutes before her alarm. And even Rachel Berry couldn't be expected to be perky before her alarm went off. She was really starting to resent her magically swelling pillow; it had completely ruined a perfectly good dream that was all hard chest, muscular abs, and captivating nipple ring (okay, so it was a pretty fantastic dream-all the more reason to hate the pillow). She'd spent the last ten minutes trying to recapture those rapidly dwindling images and the feelings they invoked, but she had yet to succeed. Hence her current resentment towards her pillow. And it was normally a perfectly lovely pillow.

As the chorus of 'Break My Stride' rang out, Rachel shot up in bed. Where had her last five minutes gone? She looked down. Oh, right, the pillow. Picking up the offending cushion, she threw it as hard as she could across the room. And spotted the white tiger she'd forgotten to remove from under it before going to bed the previous night.

It'd been fairly late by the time she got home and she was still in a daze from her lastest encounter with Noah (did he really kiss her on the forehead? She wouldn't believe it except that her forehead had tingled all the way home). After changing into her pajamas she'd fallen into bed and crashed out almost instantly. She hadn't even remembered the stuffed animal she'd hidden under her pillow the previous day. Apparently by 6:45 she was rested enough for the pain from sleeping with her neck at such an awkward angle to break through and wake her up. She couldn't resent the tiger for that though (or at all), so, in a slightly better mood, she placed it on the nightstand and fetched her pillow before climbing onto the elliptical.

After following her usual morning routine, she once again found herself in front of her closet wrapped in a towel when her phone rang. It was Brittany ('Rachel? Is that you?'-this made her laugh every time). They kept the call short because Brittany just wanted to say that she'd be by to pick her up at ten.

Rachel got dressed (black skirt and pale pink button down blouse) and grabbed a quick breakfast. By the time she had recorded that day's MySpace video ('Friends' by Band of Skulls-she wasn't all pop and ballads), Brittany was knocking on the door.

"I can't find my phone," she greeted.

Rachel sighed. "How did that happen? You called me not even an hour ago."

"I think Tiffany hid it from me. She was laughing really hard while I looked for it before I left, so I'm pretty sure it's her fault this time," Brittany defended herself.

Rachel wasn't so sure about that; she thought it more likely that Tiffany just thought Brittany's panic was funny. She didn't want to argue with her though.

"Yeah, you're probably right."

Rachel slipped on last night's sandals, grabbed her purse, and followed Brittany to her red Ford Focus. They didn't talk much on the drive to the mall; they were too busy singing along to the Katy Perry CD Brittany had in. Rachel had never noticed before because she always sung backup, but Brittany had a really nice voice. It made her wonder why she'd never had a solo in glee. She made a note to fix that next year and added proposal number 89 to her list. Turns out? She was much happier to share solos with her friends (it may have also helped that Brittany's voice was a different range from her own).

They paused just inside the entrance to the mall to decide their course of action.

"We're having a pretty day," Brittany declared decisively.

"What's a pretty day?" Rachel had never heard that term before.

Brittany's mind was clearly elsewhere, making plans, as she answered. "It's where we get all pretty. We shop and get manicures, haircuts, and waxes, basically all that girly stuff that Mike says makes him want to walk into traffic. I usually do pretty days with Quinn and Santana-we have a standing schedule-but it should be just as fun with just the two of us. Normally we get massages, but since this is short notice and you don't have Cheerio no-notice massage privileges, I guess we'll have to skip it." She clapped her hands together as she gave a happy little bounce. "Alright. Shopping first. We must find you a pair of shorts."

Rachel scowled. She was quite happy with her skirts.

Brittany saw her expression and obviously didn't approve. "Rachel Berry, you are leaving here with a pair of shorts today if I have to pick them out for you. Actually I like that idea better; I could probably find a pair that would strike Puck dumb if I didn't have to worry about your fashion modesty. You have an awesome figure; you should totally rock it and experiment with your wardrobe."

Rachel had thought of herself as a lot of things before (star, fabulous, clever, talented), but she had never considered herself unadventurous. She also couldn't resist a challenge (something Puck had exploited on her last mall trip).

"Okay. You can advise me, just advise," she stressed, "and I will consider your input."

Brittany cocked her head to the side as she considered Rachel's offer.

"That works for me!" she said, grinning. With that she grabbed Rachel's hand and pulled her through the mall to their first store of the day.

Rachel learned that Brittany was a speed shopper. On Tuesday they had just been browsing and hanging out once they bought their swimsuits, but they had a goal today and Brittany was driven to reach it. She was also positively full of advice. She had something to say about everything-cut, color, lines, material. Rachel was so overwhelmed by her opinions that she found herself letting the blonde simply weigh her down with anything she thought would look good on Rachel. Which was a lot. Apparently Brittany hadn't just been being nice when she said Rachel had an awesome figure; she really meant it. This is how Rachel found herself ushered repeatedly into dressing rooms with the maximum number of articles allowed. She modeled everything for Brittany who then either accepted it as a maybe or rejected it outright.

Rachel was aware that all of this may have made Brittany sound a lot like Kurt, but in reality she was about as different from him as possible. Even if she approved of something, if Rachel didn't like it or wasn't comfortable in it, Brittany immediately tossed it into the reject pile. And if Rachel spotted something she wanted to try on, Brittany grabbed it (Rachel's arms were invariably stuffed with garments that Britt had foisted on her) and added it to the pile. When the blonde rejected something, she was never mean about it; she'd just shake her head and motion Rachel back into the dressing room to try on the next item. On the other hand, she was very generous with her praise when she approved; Rachel was quite sure she'd have an ego the size of Puck's once they finally finished their shopping. The best part was that Brittany's clothing choices took into account Rachel's taste. She rarely went too wide of the mark, though she did occasionally mix in a color that the brunette normally wouldn't have picked ('We're experimenting, remember?').

By the time they were done shopping, they'd been to five different stores in less than two hours and Rachel had several new purchases to show for it. She'd gotten three new tops in colors that she wouldn't usually choose, but which looked surprisingly good on her, and five pairs of shorts. Her favorite was a pair Brittany bought for her ('You don't have to.' 'I want to Rach.')-scandalously short dark blue denim with several small gold stars embroidered on the back pockets. Brittany may not have been the most academic girl but turns out? She's an absolute genius with fashion. Rachel felt a little frazzled from the frantic activity and no wonder: Britt's entire focus had been on her. She hadn't bought a single thing for herself; she hadn't even been looking. Needless to say, the brunette was relieved when Brittany declared the shopping portion of their trip done and steered her into a nail salon for manicures.

They lucked out and got manicurists next to each other, so they were able to chat while they got their nails done. Britt talked Rachel out of her typical French manicure (she may have threatened to take back the gold star shorts) and was currently trying to talk her into a shiny dark red.

"It'll match your bikini Rachel," she said seriously.

"I don't even know if I'll wear that yet. I'm not sure how comfortable I'd be showing that much skin around everyone else," Rachel admitted to her.

"Oh, you will. I have faith in you," Brittany declared casually, choosing a sunny yellow to go with her own new swimsuit.

Rachel chose the red (but only because it really was a beautiful color. It had nothing to do with the bikini. Nothing).

ooooo

"I hate you right now," Rachel complained 45 minutes later as she and Brittany left the tiny spa in the mall. "When you said we were going to get waxed, I thought you meant our eyebrows."

"You've already said that," Brittany pointed out.

Rachel wanted to protest, but the blonde was right. She had launched this exact same complaint at least twenty times since she had learned that Britt intended for them to get both their brows and bikini areas waxed. Rachel had protested vehemently, but Brittany had apparently learned how to manipulate her in an insanely short amount of time. So, Rachel was now heading toward the salon, sore in places that she shouldn't be sore in.

"I feel like I'm walking funny. Am I walking funny?" She glanced at Brittany, a grimace on her face.

This of course just set the other girl to laughing. Rachel vaguely realized their normal roles were reversed at the moment, but who was she to argue? When it came to beauty practices, Britt was clearly the better-versed of the two.

"No, you're walking just like you always do," she answered once she had calmed down. "The wax will make you look even better in your bikini, so the pain is worth it, you'll see. Your eyebrows look fantastic by the way. They really make your eyes look bigger."

"Thanks (she'd stopped arguing over the bikini-it was just easier). Your brows are really elegant." Rachel smiled at her. "I still hate you, you know."

The girls met each other's gazes and burst into laughter. Rachel thought it was pretty wonderful to have a friend who understood her. Before Brittany and the guys, she had never laughed so much, not even when she was dating Finn.

"Brittany, what on earth are you doing with manhands?" came a snide voice.

At the sound of the insult, all of Rachel's good humor drained out of her as she faced Quinn and Santana, the former the source of the question (and insult). She knew that her friendship with Brittany couldn't stay secret forever. After all, Mike, Matt, Noah, Artie, and Tina already knew, but all five of them liked Rachel to a certain extent. These two loathed Rachel and weren't exactly subtle about it. They were bound to force Brittany to choose between them and her, if they didn't outright decide for her, and Rachel was afraid that she knew who'd win if it came down to that. Brittany had been friends with the other two girls for years, so how could Rachel expect to triumph over that history? And she would never force a choice like that on Brittany. Quinn and Santana were staring at Rachel, bitchiest expressions in place.

Brittany however didn't notice the tension between her three friends. "We're having a pretty day," she informed them. "Oh, did you know Rachel was never actually in an accident? She doesn't really have manhands; that was just a mean rumor someone started. Her hands are very pretty. See." The blonde explained this all in one breath, lifting one of Rachel's newly manicured hands up where the other two could see. "And Rupaul isn't her middle name either. That's Barbra. Rachel Barbra Berry. Isn't that a nice name?"

"Lovely," Santana mocked sarcastically. "We're heading for the spa to get massages since my daddy took away my keys for coming in after curfew last night. We tried calling you. Ditch Rupaul and come with us."

"We're going to the salon for haircuts," Brittany stated. Then she frowned. "I told you. Rupaul's not part of her name. Why are you still calling her that?" She faced Rachel. "Why is she calling you that? Who is Rupaul really?"

Rachel didn't want to tell her, but she couldn't ignore her either. "Rupaul is the name of a famous drag queen." At Britt's confused look, she elaborated, "A man who dresses in women's clothing."

Rachel watched this information sink in. It was heartbreaking to watch Brittany's expression go from bewildered to sad.

"But we've been calling you that since freshman year," she murmured. "All this time we've been being mean to you?" She looked at the other two Cheerios. "Did you know this?"

Santana rolled her eyes. "Of course we did. That was kind of the point Britt."

"Yeah. I mean, look at her,' Quinn added gesturing at Rachel's blouse and skirt combo. "How can you not want to ridicule that?"

Brittany's expression took a nosedive from sad to crushed. "But she's really nice. I didn't want to make fun of her."

"Really, Brittany," Santana huffed, "you're a Cheerio. We don't even talk to manhands in glee, so we definitely don't speak with her outside of glee let alone go shopping with her. So, you're going to leave her and we'll pretend this," she waved her hand at Rachel, "never happened."

Brittany looked so upset that Rachel couldn't take it anymore. She didn't like to see her friend hurt, so she made a choice. She laid her hand on the blonde's arm.

"It's okay, Brittany. You can go with them. You guys have been best friends forever and I don't want to interfere with that. I've managed for years without friends so I'll be fine," she assured her in a soft voice.

"Like we care," Quinn sneered.

Brittany stood there silently for several moments looking down at Rachel (she was at least four inches taller than the brunette-and what a weird time to realize that). She then fixed her eyes on the two Cheerios in front of her. She still wasn't saying anything and this clearly unnerved her two oldest friends.

"Brittany, I thought we had a thing," Santana mentioned with a flirtatious smile.

"No, we don't. You told me I had to choose between you and Mike," Brittany reminded her. "And Mike likes eating cookies in bed."

"We could go back to our earlier arrangement. You can keep Mike and still have me." The Latina had obviously pulled out all the stops.

"I don't want to." Brittany took a deep breath as if preparing herself to do something drastic. "I'm tired of you always telling me what to do. I'm not a child. I can make my own decisions and pick my own friends and I don't need your approval. Rachel's my friend; she treats me like an adult and she makes me laugh. Just like Mike, 'cept different because we're just friends. I like spending time with her and I don't think I should have to stop. She's not making me choose between her and the two of you; she's trying to make things easier on me even if it means ending our friendship. She's putting my happiness first and you're not or you wouldn't make me choose. So, I've decided. I'm going to stay friends with Rachel and you'll just have to get used to it if you want to stay friends with me." She crossed her arms over her chest as she finished her speech.

The only other time Rachel had ever seen Brittany so serious was the previous night when she learned about the Kurt stuff. It took a couple of minutes for her to absorb what Britt had said and when she did, she felt like her heart had suddenly expanded. The slightly ditzy, blonde Cheerio had chosen her. Well, technically, she had chosen all three but she'd made it clear that she didn't intend to ditch Rachel for her other friends and that they'd have to deal. Rachel was so proud of her; Brittany had stood up for herself and wasn't going to let the other two push her around anymore. And Rachel got to keep her friend. Still, a part of her regretted what had just happened. It had been like watching a part of the blonde's innocence shatter and she hated that she'd been partially responsible.

"Whatever," Quinn brushed the entire thing off with a single word.

"When you come to your senses, call us," Santana commanded.

Then they both brushed past Brittany and Rachel, knocking hard into either side of the brunette on the way.

ooooo

"Why are you friends with me?" Brittany blurted out over lunch.

After the drama with Quinn and Santana, the two girls had gone to the salon as planned and gotten their hair trimmed (both were happy with their current styles). The visit had been mostly quiet. Brittany was deep in thought the entire time and Rachel didn't want to disturb her while she processed the earlier events. She had, after all, just made a huge change. Since it had already passed 1:30, they had decided to have lunch in the food court before Brittany dropped Rachel off at her house (just in time for Noah to pick her up). They'd ordered, found a seat, and eaten most of the meal with minimal conversation. So, Rachel was surprised when Brittany opened up with that question.

"The same reasons you said you're friends with me. You're nice to me and you make me laugh. I have fun hanging out with you," Rachel answered without hesitation.

Brittany still seemed unhappy. "But I've been so mean to you."

Rachel shrugged. "You didn't know you were being mean. I know you didn't intend to insult me. Besides, Noah has been ten times worse, and I'm friends with him."

Brittany grinned, her good humor evidently restored with the reassurance. "That's 'cause you like him," she teased.

The brunette shook her head, but she was smiling. She considered before leaning forward conspiratorially and whispering, "He kissed me on the forehead last night."

Brittany squealed so loudly the people at the surrounding tables turned to look at them and Rachel jerked back. "Ohmygosh! That's so exciting! What did it feel like? What did you do? Did you jump him? You so should have!"

Nursing her sore eardrums from Brittany's shriek, Rachel giggled, "He left before I even realized he'd kissed me. My skin felt all tingly the whole way home," she sighed dreamily.

The blonde nodded knowingly. "That's how I feel after Mike kisses me. This is just so exciting. He'll probably kiss your lips next time."

Rachel just smiled.

A short time later, they headed for the exit. As they were walking past Radio Shack, Rachel paused.

"Do you mind if we take a quick detour into here?"

Brittany shrugged and followed her into the store. While Britt was distracted by the robotic toy dog on display ('How cute! Hey, it's barking!'), Rachel found the section she was looking for. She considered the selection of items when a voice spoke behind her (how come everyone always approached her from behind? Oh, right, 'cause she'd see them if they came from in front).

"Hey, Rachel."

Turning, she found herself facing Finn, who was only slightly pink and making eye contact for once. "Hi Finn."

"So, it's true then? You're really friends with Brittany?" he asked, gesturing to the Cheerio who was prodding the dog. "'Cause Mike called Tuesday night and asked for your number. He said he was giving it to her. I thought that was strange."

Sighing, because he clearly wasn't going to just leave her alone, she responded. "Yeah, we're really friends. Did you need something?"

He rubbed his hand over the back of his neck and gave her the puppy dog grin that used to give her butterflies. She was a little shocked to feel nothing except for a slight wistfulness for something a little more roguish (she really must be over him).

"So then Tina and Artie were telling the truth about seeing you at the movies with her, Matt, Mike, and Puck?" he questioned, disgust obvious in his pronunciation of the last name.

Deciding she didn't really care for that, she turned back to the shelves and made a selection. She felt like he was just hedging around his real point. When she went to the counter to pay, he followed her.

"Why was Puck with you?" he demanded, finally getting to the point.

She couldn't believe this. They weren't dating anymore, so he had no right to sound so jealous. And he definitely had no say in who she hung out with.

"We're friends," she bit out shortly, taking her change from the cashier and thanking him. "Goodbye Finn."

She rejoined Brittany and grabbed her hand, pulling her from the store.

"Bye Finn!" the blonde called out, waving to the stunned boy as she let Rachel drag her to the door outside.

Brittany, skilled at reading Rachel's expressions, didn't ask what had happened, and for that Rachel was glad. She couldn't really explain, even to herself, why she had gotten so annoyed with Finn. She just didn't like the way he had said Puck's name or the way he was acting all possessive. They had broken up over two months ago and not spoken since, except when they had to for glee. He had no right to behave as if he had some sort of claim on her.

The car ride back to Rachel's house was spent singing again, Paramore this time. She was really loving Brittany's taste in music. When Britt stopped in her driveway, Rachel handed her the bag she'd gotten in Radio Shack. Brittany appeared mystified, but pulled the little box out of the bag. After studying it, she asked Rachel for an explanation.

"What is this?"

"It's a wireless remote finder. You just attach one of the receivers to your cell phone and then when you lose it..." Brittany cleared her throat, so Rachel added, "or Tiffany hides it, you just push the matching button on the remote and the receiver on the phone will make a loud beeping noise that you can use to find it. And tah-dah! No more lost phone."

Brittany was silent for a moment before practically throwing herself on Rachel (or at least as much as her seat belt would allow).

"Thank you so much! This is the nicest thing anyone's ever bought me! You don't know how annoying it is to have my phone constantly disappear," she thanked her profusely before pulling away. "You're so nice! I knew I made the right choice today. Quinn and Santana don't know what they're missing."

Rachel, glowing (it was an amazing feeling, giving a gift to someone), smiled brightly back at her as she climbed out of the car. "I'm glad you think so. Well, just make sure you don't lose the remote. You should find one place to keep it at all times; otherwise it won't help you."

Brittany nodded. "'Kay."

Rachel was halfway to her front door when Brittany yelled her name. She spun around and found Brittany sticking her head out of her open window.

"Yeah?"

"Mike wanted me to tell you to come to his house tonight. He's having a cookout for some of his friends and he wanted me to invite you."

Rachel was taken aback and grinned happily. "Alright then." Her brow furrowed. "Why didn't he just ask me? You could have given him my number."

Brittany rolled her eyes. "He added your number to his phone when he got it from Finn. I told him he should call you, but he said that 'I'm a boy. I don't do phones.'" She deepened her voice in a very bad imitation of Mike then continued in her normal tone, "He's such a wuss sometimes. I mean, it's like he's afraid of the phone or something."

"And that's super manly," Rachel observed dryly. The girls shared a laugh at the irony.

"I have to get home and find my phone so I can use my cool new present. Mike's cookout is at 6:30. He lives at 21 Maple. If you need directions you can call him, Matt, or me and we'll help you. See you later!"

As Rachel watched Brittany pull out of her driveway, already bopping to her music, she felt hopeful that this would be her best summer ever.

A/N 2: Sorry for the lack of Puck/Rachel in this chapter. I hope the Brittany/Rachel/Quinn/Santana confrontation made up for it. Rest assured that our three favorite guys will all be back next chapter.