You guys are too much. I'm loving all the alerts & reviews. I can't even begin to thank you all properly. Oh & I'm sorry if I confused anyone on what Puck was telling Rachel, nothing special, he was still questioning her on whether her & Sam were having fun. I still don't own Fox or the characters, however the idea for this story did come from my brain! Enjoy…

The song ended and Rachel broke from Puck's grasp. She bent into a curtsey, as Puck shook his head laughing at her.

"I'm going to use the restroom, can you please let Sam know?" Rachel asked Puck.

"Sure." he called over his shoulder, heading back to their table.

Rachel pushed herself carefully through the people that were loitering on the edge of the dance floor. Out in the hall, several other students were huddled in groups, talking and laughing. She recognized a few from her Trigonometry and English Literature classes. She pushed open the bathroom door and sighed, happy that it was empty. Walking to the sink, she turned on the cold water and ran her hands underneath. She glanced in the mirror and was thankful that her hair had remained in place. No makeup smudges either. So far, I'd say that is success, she thought. The bathroom door swung open. Rachel reached for a few paper towels, wiping her hands on them. She stood back up and took one last glance in the mirror. Her eyes immediately glanced past her reflection to the person standing behind her.

"Quinn…" Rachel whispered, wiping her hands once again on the towels.

"Well, Rachel, looks like you're having a fabulous time with Sam tonight." Quinn said, almost sing-song like, putting an emphasis on the word fabulous.

"I'm enjoying my evening, yes." Rachel stammered. Her eyes darted to the door and in her mind tried to plan a quick escape. She certainly wasn't scared of Quinn, however she was not fond of being caught in a bathroom alone with her.

"I'm having a fabulous time with Finn as well." Quinn snorted, beginning to move to the right of Rachel. Rachel slid to the left just slightly, in hopes of getting further away from her.

"Great." That was all Rachel could muster to say. Quinn moved to stand in front of the mirror, as Rachel backed away.

"And you know what's going to be even better?" Quinn asked, glancing at her own reflection in the mirror, then to Rachel's reflection behind her. She smoothed her hair and waited for a response from Rachel. Rachel stayed silent, simply staring at the Quinn in the mirror.

"When Finn and I win prom king and queen." Quinn sneered, whirling around to face Rachel again. "Oh come now Rachel, you must know that we will win." She practically spat out the words.

Quinn turned back around to face the mirror, turning on the water. "You really must work on enjoying yourself a little more. I couldn't help but catch you ogling Finn tonight. When are you going to realize that he doesn't want you anymore? And why would he, when he has me? Just like Sam once did. Always getting my leftovers, aren't you?" Her cold stare from the mirror cut right through Rachel.

"Why do you insist on being so cruel, Quinn?" Rachel questioned, reaching for the door. She practically ran out of the bathroom and back to the gym. Tears welling up in her eyes. Great, so much for not smudging my makeup, she thought. Her breathing had increased and her heart ached. Slipping through the gym door, she ran right into Sam.

"There you are. I was getting ready to send a search party out to look for you." he laughed. Rachel hung her head. She didn't want him to see the tears that were beginning to slide down her face. He took her arm and directed her back towards their table. She pulled back.

"I'm ready to go home." she whispered, still not looking up.

"Home? It's not even 10:30 yet. Am I that bad of a date?" Sam joked.

"No, it's nothing you've done Sam." Rachel murmured. Sam noticed she still hung her head down, not even bothering to look at him when she spoke. He cupped her chin with his hand, bringing her eyes up to meet his. Eyeliner had lightly streaked her cheeks and her nose was a light shade of pink. Just as he was about to ask her what had happened, he caught a glimpse of Quinn behind Rachel. She was walking through the gym door, stopping momentarily to take in the scene between Sam and Rachel. A smirk formed on her mouth. Sam furrowed his brows, glaring at Quinn, as he watched her cross the room and sit next to Finn. Quinn intertwined her arm with Finn's, throwing Sam a cautionary glance. Sam could only guess that Quinn had something to do with Rachel's sudden change of mood.

"Let's go get you cleaned up." Sam suggested, putting his arm around Rachel's shoulders and leading her back out into the hallway. He led her to a corner near the bathrooms and told her to sit tight. Sam ducked into the boy's bathroom and returned with a few sheets of toilet paper. He wiped Rachel's cheeks, trying to remove the ruined eyeliner.

"There, much better." he smiled. It certainly wasn't gone, but he figured maybe no one would notice in the dim light. "Rachel, can you do me a favor?" She nodded, clumsily.

"Look, I don't even know what happened between you and Quinn, but it clearly upset you..." Sam began.

"She said…I always…get her leftovers…meaning you and Finn." Rachel sniffled. Sam shook his head in anger.

"That's not true." He placed both of his hands on her shoulders. Her skin was cool to the touch, yet Sam's fingertips felt warm. "Stop letting Quinn's words define you. You're going places Rachel. Hell, I haven't known you that long and even I know that. Quinn is jealous of that. What will she have when she graduates? A handful of insecurities and a couple of crowns."

Rachel stared at him as he spoke. She had never really noticed how nice his eyes were until now. Her heart was beating rapidly, feeling as though it may come out of her chest.

She was starting to forget all about Quinn and the damaging words that had oozed from her mouth.

"Thank you, Sam." A tiny smile formed on her lips. She straightened her body, leaning forward and planting a quick kiss on his cheek. "I was momentarily blinded by hurt and anger. Your words made me realize you are right. I am going places. Quinn is just a broken girl. I almost feel sorry for her."

"I like this Rachel Berry much better." Sam winked. "Shall we?" He held his arm out for her. She linked her arm in his and followed his lead back down the hall.

I hope you enjoyed this chapter. I'm a sucker for reviews and alerts…hint, hint!