A/N HI GUYS. I'm sorry this is slightly late I've just had a REALLY CRAP WEEK. Anyway- I hoped you guys liked the early chap 2! I'm already in the middle of chap 4 so it will be up on time- I PROMISE.

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ENJOY.

CHAPTER 3

Kurt glanced at the mirror as he put the final touches to his outfit, opting for dark green skinny jeans, a deep purple sweater and a black trench coat- all from Marc Jacobs. His hair was perfect as always, and the loose turtleneck of the sweater subtly hid the hint of the hickey Blaine had given him. Kurt sighed deeply: he had nothing to do this weekend. He was completely and utterly bored. It was 9 am and he had already gone for a run, had breakfast and changed outfits at least three times. Kurt reached to grab his phone to call anyone, though preferably one of his girlfriends, so that he could at least kill a half hour or something, As he leant to grap his phone, it started ringing loudly.

Kurt didn't bother to check the caller ID as he quickly picked up the phone, 'Hello? Kurt speaking.'

'Kurt! I have a major crisis that only you can fix!'

Kurt immediately recognized the voice- it was Rachel.

'Hey, diva. What's up? What can I do for you today?' Kurt teased.

'This is important.' Rachel sounded desperate and her voice was high-pitched and even louder than normal- if that was possible. ' I need a makeover.'

Kurt could not believe his luck: only 5 minutes ago was he had utterly nothing to do… But now, he was going to do the one thing he had wanted to do ever since he had met Rachel.

'Honey, in the words of Holly Holliday, I thought you'd never ask.'

Rachel stood nervously in front of the Hudson-Hummel door; desperately wishing that Finn would not answer the door. The last thing she needed that day was even more awkwardness between the two of them. It was strange- all the other times they had 'broken up', Rachel was always desperately trying to get them back together, but this time, all she needed was to be with her best gay and just forget about her failed relationship. People always assumed that Rachel always got what she wanted whenever she wanted, but that was not the case. Rachel put up a wall towards so many people, so they would never see any weakness from her. People were so very cruel and many would jump to the chance to pull her down even further - so working ridiculously hard for every little thing was worth it. Well, that's what she told herself. She was dating the quarterback, so that immediately raised her social status at McKinley, she was also clever in every subject- well apart from French - and she was extremely talented. Rachel basically had it all, and she deserved it so much more than Quinn, or anyone else who seemed to get what they wanted without working, earning or fighting for it like Rachel did. Yes, she had it all. Or, almost had it all, since she and Finn seemed to be quite obviously over.

'It's because I'm ugly,' she told herself. 'Your looks pull you down and that's why Finn broke up with you.' It was so difficult though - hiding her true personality from Finn was easy but changing her looks was virtually impossible. She bit her lip in thought and subconsciously covered her nose - oh, how she hated her nose! It was meant to be her 'pride and joy', the thing that made her 'different and special' but Rachel could only think of her nose as a curse and a repellent towards all guys. She frowned, disappointed in herself for her hideous appearances, and rang the doorbell again. She heard the sound of someone running to the door and quickly looked down at her feet, heart pounding and nerves racing. The door opened and Rachel felt herself enveloped in a hug by Kurt. She immediately felt a hundred times better and so relieved.

'I've missed you, Rach!' Kurt's musical voice was full of warmth and honesty- a trait that was so rare in the people in Rachel's life. She smiled brightly- she could always count on Kurt to make her feel better. He was a constant in her life: he shared her dreams and passions and she could see herself being his friend forever.

'Kurtie, it's been one day,' Rachel laughed seeing Kurt's faux pout of sadness. 'But, I missed you too.' Kurt giggled and put an arm around the short girl.

'Rachie, look what we've become! We can't bear to be apart for one day! Our love is too strong,' Kurt grabbed his heart dramatically as Rachel burst into tears of laughter.

Kurt lowered his voice, 'But honey we should go- Finn's upstairs with Quinn…'

Kurt saw the brown haired girl's face fall and grabbed her hand, willing her silently to feel loved. Kurt knew how hard Rachel had worked for everything - including her relationships and her popularity, so that was why Rachel took break ups so seriously. She always thought the reason guys broke up with her was her fault and she blamed herself for the other person's problems. Kurt also knew that her two dads were rarely home - Rachel was alone most nights, and signs of affection towards her were rare - from anybody.

Rachel looked up at Kurt with tears glistening in her brown eyes, and smiled faintly.

'Yeah, I would like that.'

Kurt stopped the car at the mall and turned to the laughing girl.

'Okay. Operation Rachel Makeover is on! No more ugly animal sweaters or white tights-'

'Hey! I like those sweaters!' Rachel interrupted, pouting slightly.

Kurt gave her his 'bitch please' look and continued.

'Rachel will now be the most best dressed girl to ever grace the McKinley halls. And it will all be down to I, Kurt Hummel, best dressed male of all McKinley history.' Kurt looked over to Rachel who looked impressed, to say the least, by Kurt's proclamation.

'Let's go!' she breathed out.

'First,' Kurt started as the pair walked through the mall, 'We will spend a couple hours at Marc Jacobs-'

'Hours?' Rachel interrupted, shocked.

'Well, of course! Rach, you don't understand. Shopping is a skill that takes time…and money.'

Rachel didn't argue the case any further. There was no point anyway, there was no stopping Kurt Hummel when he was on a roll.

Several hours later….

'Finally!' Rachel sighed contentedly around her cup of coffee as she sat in the Hudson-Hummel kitchen. 'Thank you so much Kurt. I don't know how I would've done that myself. You are truly amazing.'

'That was worth the pain, Rach. You are going to look fabulous. Seriously, if I were straight, I would tap that.'

Rachel laughed bitterly.

'You're gay and the only one who has said that to me. I doubt any straight guy would ever want me in any way.'

'Honey, just because Finn was too blind and too stupid to see you as the beautiful -no, stunning girl as I see you, it doesn't mean no one else does.' Kurt stood behind the girl and grasped her shoulders.

'Do you... do you really think that I'm…' Rachel paused and swallowed nervously, 'beautiful?' she whispered the last part so quietly that Kurt could barely hear her.

'Yes!' Kurt exclaimed. 'And ridiculously, annoyingly talented and one of the most caring, warm people I know. I love ya, Rachie.' Kurt pulled Rachel out of her chair and hugged her tightly.

'Thank you so much, Kurtsie.' Rachel's voice came out muffled but full of raw emotion. 'You mean a lot to me and I love you too.' She sniffled quietly and buried her face into Kurt's shoulder. They remained in a comfortable silence for some time, just enjoying each other's presence as the girl's quiet sobs subsided.

'Damn! I'm ruining your top!' Rachel pulled herself out of Kurt's grasp with a small, watery giggle. Kurt just raised one eyebrow at the short girl, but started laughing with her - soon they were in hysterics. As they calmed down, Kurt draped one arm casually around Rachel's shoulder as she looked up at him and stated, 'Funny Girl or Wicked?'

'Do you even need to ask?' Kurt quipped as they strolled out of the kitchen.

Rachel couldn't help but feel light hearted and relieved that Kurt cared enough about her to remain her friend, even through her hidden insecurities.

'Fancy seeing you here, Seb.'

Sebastian looked up from his coffee at the familiar curly haired badboy.

'Blainers!' He laughed as they exchanged greetings as Blaine sat in the seat across from Sebastian and continued with a light conversation. Time passed quickly for the two of them as they talked about school and friends.

'So,' Sebastian started, eyeing Blaine as he finished his third cup of coffee, 'guess who I saw the other day?'

'Who?' Blaine sighed, his mind wandering to a certain porcelain-skinned boy.

'Kurt Hummel.'

Blaine looked up, shocked.

'What the fuck?' Blaine exclaimed loudly, earning a few glares from the other customers in the Lima Bean. Sebastian laughed at Blaine's reaction and continued.

'Yep. I met him on Friday with his friend - who is hot, by the way. But why him? You into virgins or something?'

Blaine glared at Sebastian and pointedly ignored the question.

'Who was the friend?'

Sebastian raised an eyebrow at his friend, but answered his question anyway.

'Rachel something. She never actually told me her name - I just sat with them and listened to their conversation.'

Blaine thought for a moment, racking his brains for one of Kurt's 'hot' friends- but he could only be distracted by fantasy images of Kurt…

'Blaine!' Sebastian snapped his fingers in the day dreaming boy's face.

'Sorry… I just… Erm… Zoned out there for a second…' Blaine muttered as he subtly tried to shift himself into a more comfortable position.

'Dude. You are so whipped.' Sebastian smirked as he took a long gulp of coffee.

'I am not! He's just really hot!' Blaine exclaimed angrily; half from annoyance at the mocking boy sitting in front of him and half because of his pent up sexual frustration for a certain Kurt Hummel.

'Speaking of hot people… You never actually told me if you knew who this Rachel person was. I need to know!' Sebastian, who was normally the epitome of dapper, actually looked flustered for a second.

'Now look who the whipped one is…' it was Blaine's turn to look smugly at the flustered boy in front of him. Sebastian rolled his eyes in annoyance.

'Look. We both want to get into their pants. We both can get into their pants. We just need an extra… boost.' The taller boy leaned forward in his seat eagerly as he spoke.

'I see what you're getting at… I help you and you help me?' Blaine asked, crossing his leather clad arms across his chest.

Sebastian made a noise of approval, his eyes twinkling mischievously as he held out a hand. Blaine couldn't control his wide grin as he shook it: the pair of them were unstoppable when they set their minds to something.

They always got what they wanted.