A little while later Santana found herself stood awkwardly in the middle of a hotel room with Rachel Berry wondering how the hell she managed to get herself into such a surreal turn of events. The smaller girl was currently on the phone convincing the management to send up every free sample known to man, after all neither of the girls was prepared to be staying the night in a strange room, so Santana took to opportunity to amble about the place.

It was a pretty small room, with two twin beds taking up most of the space. There was only a small gap between them and Santana had to teeter sideways to make her way between them so she could flop down on the bed furthest from the door. As she leant back against the headboard she picked up the remote and mindlessly flipped the television on, it only had a handful of channels but the cheerleader hopped from one to the other as she waited for Rachel to get off the phone. Luckily it didn't take long, the diva having pretty well-known powers of persuasion and soon the two were left in an awkward stand-off with the noise from the television the only thing stopping the tension developing further.

A knock at the door made Rachel hop up from her bed and Santana watched her open it to take a ridiculous barrage of items from a non-to-impressed bellboy. The Latina had to chuckle as Rachel gave him a tip and a winning smile and sent him away looking much happier than he had arrived.

"Okay…soap, shampoo…extra pillows and blankets…oh, toothpaste and toothbrushes…"

Santana rolled her eyes as the diva listed all her gains and dumped them down on the dresser by the door before hopping back on her bed. A few moments of quiet passed before Santana was aware of the smaller girl watching her intently, so stopping her channel surfing on an old film she turned to look at the singer. With a hesitant smile Santana slid up and off her own bed and after gesturing for the singer to move over she sat down next to Rachel, since it was a single bed the two girls were shoulder to shoulder and turning her head the Latina locked eyes with the other girl.

Normally Santana prided herself on being able to read people but the look on Rachel's face was a strange mixture of confusion and lust, with an internal shrug the taller girl figured the diva was simply in unfamiliar territory. Deciding to make the first move Santana leant over slowly and gently drew Rachel into a kiss, when the diva didn't back away she sighed and deepening the kiss she brought her hand up to cup the other girl's cheek.

Pulling back slightly Santana whispered softly, "How do you want to do this?"

Rachel seemed to snap herself out of the haze she was in to stare in confusion as she said, "What?"

"Well, it's not like a need a blow-by-blow description but-"

The smaller girl felt her jaw drop as she stuttered, "You-You think I-I want to have sex with you?"

Santana frowned as let go of the singer, leaning back slightly she licked her lips. The way the singer had now blushed a dark shade of red and was staring at her with wide panicked eyes should have make her chuckle but instead it brought a horrible wave of nausea as she began to think she had gotten this whole situation very wrong. Before she could back-track Rachel had shuffled backwards and was up and off the bed as she put some distance between the two.

Rachel still had her eyes locked on Santana as she tried to make sense of what had just happened, but apparently her brain had not yet recovered as she repeated, "You thought I wanted to have sex with you?"

"Uh...look-" the Latina tried as she too edged back and onto her own bed again.

But Rachel didn't seem to hear as her mouth moved faster than her brain, the words streaming out before she could think them through properly, "I am a virgin, do you really think I would want to have sex here for the first time…with you?"

Santana swallowed hard as she tried to keep the wounded look off her face, her cheeks flushing red as she cursed herself for being so stupid, for thinking that someone like Rachel was ever going to want someone like her. She hated how completely appalled Rachel sounded at the idea of sleeping with her but she understood it too, shaking her head she started to mumble, "No, I…"

She only got a few words in to her embarrassed apology before Rachel had suddenly shuffled over her own bed to sit with Santana on hers, the taller girl frowned as she looked at her friend.

"No, I'm sorry." Rachel interrupted, hearing her earlier words back she grimaced, "I didn't mean to imply that us…sleeping together…was horrible, or that if my first time were to be with you that it would be less than perfect. I only meant that the circumstances are currently less than perfect."

Santana raised an eyebrow as she tried to interrupt the ramble.

"We're staying in one of the less pleasant hotels in Lima, we've only recently become something more than acquaintances and earlier this evening you overheard some very horrible things being said about you." Rachel explained as she reached out to take one of the tanned hands next to hers.

"Oh." Santana replied, her tone uncharacteristically nervous as she asked, "So, it's not because I'm…me?"

Rachel shook her head firmly, a strange tingling feeling in her belly as she smiled, "No, I promise."

Santana ducked her head to hide the smile the other girls words brought to her face, she couldn't explain why but she was happy with what Rachel had insinuated. Her thoughts were broken as the smaller girl whispered, "Can I ask you something?"

"I guess."

"Why did you think I wanted to sleep with you?"

The Latina sighed heavily, she thought about lying but she was so emotionally drained from the day that it was just easier to tell the truth, "Because that's pretty much what everyone wants from me."

Rachel gaped at the words, "San-"

"It's true; I mean everyone knows it." The Latina said as she clenched her jaw, her cheeks red as she added, "You think tonight is the first time I've heard people taking about me like that? I know what people think of me Rachel, I've read the graffiti in the girls bathroom just like everyone else fuck, I've seen some of the stuff in the boys bathroom too. I'm a slut, that's my label, well one of them – maybe that's what I should have printed on my t-shirt for that stupid GaGa week."

"That's not true." Rachel began only to find herself quickly cut off.

"Really? Because I clearly remember you telling me the only future I'm going to have is working on a pole." Santana spat bitterly, the event still fresh in her mind.

Rachel flinched at the memory, "I didn't mean it, I was angry and I shouldn't have said it. But in my defence, you've thrown a lot of insults at me over the years. I distinctly remember you telling me that people 'only pretend to like me'."

Santana nodded, her eyes cast down as she mumbled, "Yeah but I never insulted your future. I'm not saying it like justifies it, but everyone knows all the crap I say about you, about anyone, is total bullshit. Everyone in glee likes you; I wasn't disappointed Quinn didn't have a lizard baby…"

Rachel had to chuckle a little at that one.

"But everyone also knows that you were right, I'm not gonna make anything of myself after high school."

"That is not true." Rachel replied instantly, she couldn't understand how the other girl could think so little of herself, or how she had never noticed it before, "I know we don't know each other that well, but I also know that given half a chance you can do anything you set your mind to. You stood up to Karofsky for Kurt and Blaine, you spend every class tutoring Brittany so she'll graduate…you're not a bad person Santana."

Santana felt herself staring at the diva in front of her, she couldn't bring herself to agree with Rachel, but with a tentatively smile tugging at her lips she shook her head in disbelief, "I can't believe you're giving me a pep talk."

"This evening has definitely been weird, right?" Rachel asked with a grin.

"You mean the bit were I thought you wanted to use me for sex or the bit where we're get along surprisingly well?" Santana quipped as she gave her friend a wink.

Rachel pretended to think about it, "All of the above."

"Yeah well…you tell anyone I actually have a soul they'll never believe you." The Latina tried to joke, her playful tone hindered by the knowledge that her statement was probably somewhat true.

Rachel sighed, if she was honest with herself she was surprised at how easily she had managed to push past Santana's infamous defences and offer friendship. But the worst part was now that she knew how easy it was she could only wonder why she hadn't tried earlier, especially now she knew for fact that all Santana had ever wanted was for someone to try. For someone to prove to her that she was worth the effort of breaking down the walls and getting to know.

"I'm sorry." Rachel whispered, as she looked at her friend who simply frowned in response, "I never realised you felt so…left out."

"Don't apologise, it's not your fault I act like a total bitch all the time." Santana shrugged, "If I was you, I wouldn't exactly have been rushing to get to know me either but hey, here we are – might as well accept this is how it was supposed to be. All dramatic and full of angst, you could write a pretty epic song about it."

"I'll keep that in mind." Rachel grinned; giving Santana a playful smirk she rolled her eyes as she saw the time, "But for now it's late and I don't know about you but I need some sleep."

Santana nodded eagerly and shooed Rachel off her bed and back onto her own, she swiftly stripped herself of her jeans and jacket and slid under the covers with surprising grace. Closing her eyes and letting out a loud yawn she listening as Rachel followed suit and once they were both in bed she waited for the diva to click off the light.

In the darkness Santana rolled her head in her friends direction, "You know you're the only person apart from Britts that's cared enough to talk to me."

"Well I do care about you." Rachel replied sincerely, a sad smile on her face, "Even if you don't make it easy all the time."

Santana laughed softly, "I'll work on that…thanks Ber-Rachel."

"You're welcome."

Santana had discovered over the years that she could pretty much sleep anywhere; at other people's houses, in her car, on couches or inflatable mattresses, so why the hell she was having such difficulty tonight was a complete mystery to her. She had tossed and turned for the better part of an hour before letting out a huff and rolling over to stare at the ceiling. She wondered if maybe it was the cruel words of the glee club ringing in her ears that was keeping her from sleep or if it was the unfamiliar urge to keep talking to Rachel. It had been so long since she had developed any kind of friendship with anyone that she was struggling to keep her normal silence.

"You still awake?" Rachel whispered, her voice making Santana jump.

With a sigh Santana replied, "Yeah…unfortunately."

Rachel shuffled around as she turned on her side and in the darkness tried to make out the other girls form, "You wanna play a game?"

"A game?"

"Yeah…to help us get to sleep." Rachel explained, "We could just take turns asking each other questions? I mean, if you want to…"

Santana thought about it for a moment, part of her hated the idea of what sounded like a pretty intrusive 'game' but the other part was strangely desperate to talk to the other girl and for them to get to know each other. She also knew that while Rachel was part of the glee family in a way she wasn't, the diva was also pretty lacking when it came to close friends, "Okay, you go first."

Starting off easy, the smaller girl smiled as she asked, "What's your favourite colour?"

"Green." Santana replied easily, "Favourite movie?"

Rachel let out a loud groan, she knew she had to be honest though, "Well, I should say Funny Girl, but…Finding Nemo. I know it's a kids film but I love it, I really do."

Santana sniggered, she had spent a lot of time with Brittany being forced to watch Disney movies and a whole heap of other cartoons and she had to admit sometimes it was just better to watch them instead of anything more serious, "I've seen Toy Story 3 like, ten times and I'm still not bored of it."

As they tossed questions back and forth at each other Santana found herself more and more awake, she was surprised to find that she liked learning little details about Rachel and she had to smile as she looked over at the other girl and saw her now sat up in bed as she eagerly listened to the answers to her questions. It hadn't taken long before the playful questions turned more serious, and Santana could still feel the pang in her chest from when Rachel had talked about how sad she had been when her grandma had passed away.

Realising she had been distracted by her thoughts the Latina shook her head and focused on her friend, "What was that?"

"I asked if you have any brother or sisters." The diva repeated, "I always wanted a sibling."

When Santana stayed silent the smaller girl frowned, she knew she was still awake so rather than ask again she stayed quiet and waited for the reply.

"I…I had a sister." Santana said slowly, tears pricking at her eyes she was glad for the darkness in the room. "Her name was Yara."

Rachel froze her eyes wide as she processed the words. She was glad her friend couldn't see the shock on her face as she struggled to piece her thoughts back together, she had so many questions but she didn't know if she could ask them.

Taking the dilemma out of the singer's hands, Santana continued her voice quiet as she explained, "I was nine when she died. There was an accident, a drunk guy jumped a red light and ploughed his SUV into my mum's car. My Mom and I were fine, she got a concussion and I broke a few bones but Yara…she got the worst of it and she didn't make it, by the time they got her to hospital she was already dead. She was only fourteen."

"I'm so sorry." Rachel whispered.

Santana sighed as she pulled herself up to sit against the headboard, "It took me a long time to accept that she was gone but my parents…they have never moved on from it, it was almost eight years ago and her room is still exactly how she left it. It's like a living shrine to her."

Rachel felt her chest tighten at words, when she had lost her grandma it had been because of old age and she and her family had been heartbroken but they had the comfort of knowing she had a long, happy life and that it had simply been her time to go. She had no idea how it must feel to lose someone so young.

"Yara was perfect to them, to everyone. She was always the favourite; she got the best grades and was on all the sports teams. She was even head cheerleader." Santana continued her voice shaking as she added, "And whenever I'm at home all I'm ever reminded of, is that I will never be her. I tried so hard to live up to her memory. I joined the Cheerios because she did and the best I could do was take over while Quinn was pregnant. Yara had a higher GPA, she was prettier, skinner, people liked her…"

Sniffing back her tears, Santana bit her lips as she whispered, "You know glee was the first thing I ever did that she didn't? It's the only thing I have that's…mine. I've spent my whole life trying to make my parents proud of me because sometimes I think…I think…"

"You think what?" Rachel queried gently not wanting to push her friend to hard.

Santana felt her throat tighten as tears fell freely down her face, she barely managed to choke out her answer, "Sometimes, I think they wish it was me who died in that crash."

"You can't seriously think that?" the smaller girl gasped, her body swivelling to face her friend, "That's not true."

"Except yeah, it is." Santana mumbled, her voice cracking sadly, "They can barely even look at me because they know the wrong daughter survived, they know there's something wrong with me. I've tried so hard to be a daughter they could actually be proud of…but I'm not her. Yara was everything I'm not and Jesus, when they find out I'm-I'm…"

"When they find out what?" Rachel tried tentatively.

Santana winced, her body wracked with tears she barely managed to whisper, "When they find out I'm gay it's just going to be another way I've disappointed them. Yara could have given them a wedding and a son-in-law, my Dad would have walked her down the aisle and when they had kids my Mom could have knitted those stupid little boot things. Instead, they got left with me."

Rachel felt her own tears begin to fall as she swiftly moved from her bed and into Santana's, she didn't give it any thought as she pulled the taller girl into her arms, one hand rubbing soothing motions of her back as she said, "You can still give them all of those things Santana, just because you're gay it doesn't mean you won't find someone to share your life with and have kids. I mean, my Dads did it."

"It's not the same though, not to my parents." Santana mumbled as she allowed herself to be held by the singer, "They will always be thinking of Yara."

Rachel sighed, if she was honest she didn't really know what to say to help, but she did know one thing, "Santana, you are never going to be happy if you keep trying to compete with her memory. You are your own person and you need to embrace that."

"I know that but…I don't even know who I am." Santana argued, "I tried being someone else, I've pretty much been pretending to be someone I'm not my whole life and fuck, look where it's got me. I've stomped over everyone to get what I thought I wanted, what I thought would make my parents love me but instead everyone hates me."

"That's not true-"

"Of course it is." Santana snapped, pulled back from the embrace she wiped angrily at her tears, "I hate me, my own parents hate me, why shouldn't everyone else?"

Rachel reached out to grab both of the Latina's hands with her own, she wished she could see the other girls eyes as she argued, "You are not hated Santana, I don't know how to make you see that. I'm not going to sit here and lie to you and say you've been a perfect person; there are times when you have been mean and well…a bully. But the fact is even after all the things you've said and done you still have people who love you."

"Right, the glee club? The same 'friends' who spent most of this evening bitching about me behind my back?"

"And they feel awful about it." Rachel half-shouted, "The glee club…we fight and we bitch, but we still love each other. I know you feel like you're not a part of it but the fact is, if the club wanted you gone then they would have done something about it a long time ago."

Santana frowned, not sure if she was comforted by the words or insulted she scoffed, "Wow great, I have people who can just about put up with me enough to not kick me out of the club. Awesome."

Ignoring the sarcasm the diva ploughed on, "And you said it yourself earlier, I've taken the brunt of your bitching for years and yet, here I am. I could have ignored you when you left earlier, I could have simply not invited you at all. But I did and I followed you here because I care about you." Rachel said passionately, her will to make her friend understand powering her words, "I knew that under the image you present to the world there is a fierce, intelligent and loyal girl and tonight only proves my thoughts correct."

The other girl sighed softly as she muttered, "You think way too much of me Rachel."

"Or maybe you think too little." Rachel replied swiftly, internally stunned by her friends insecurities. She knew a lot of people saw Santana as someone who had everything and Rachel had to admit that she would never have thought the other girl was in so much pain. Rachel felt a horrible sense of awe at how well Santana had managed to hide her feelings.

"You don't even know me Berry." Santana sighed sadly.

"Maybe not." The smaller girl admitted reluctantly, "But the Santana I've gotten to know tonight, I like her."

When Santana stayed quiet Rachel bit her lip nervously, she wondered if perhaps the other girl was having a momentary panic and regretting letting her get so close. Rachel could only imagine how lonely the other girl was and that spending so much time with no real family and only Brittany as a friend had probably made Santana weary of other people.

"Isn't it better for you to be yourself rather than have everyone hate you for what you pretend to be?" Rachel finally asked, her voice quiet as though she was afraid of scaring Santana away.

The Latina felt her shoulder sag dejectedly at the question but she managed to look at the singer as she replied, "I kind of get the feeling that people are going to hate me either way and…I don't know, it's easier if they hate who they think I am."

"But it's not easier for you." Rachel argued, "I mean, I get it…it's scary to show people the real you but that's better than living a lie, right?"

"No okay, it's not!" Santana yelled, she could feel her temper rising and as usual it was to hard to contain, "I'm not like you Rachel, you know what you want from life and you know who you are. You have a family and you have friends who are all going to support you until you make it as some big Broadway star. You're proud to be who you are, what the hell do I have to be proud of?"

Rachel pulled back at the outburst, a frown on her face as she tried to interrupt and was cut off by her friends continuing rant.

"I have to watch you every fucking day…you walk around school like nothing can touch you. You're so sure of everything you do and I hate it. You aren't afraid to be yourself even if it means you get slushied every day. I hate that you can be so proud and I struggle to make it through the day without hurling myself off of a bridge."

The last statement echoed through the small room and Rachel felt her breath hitch in her throat, images of her friend standing longingly on a bridge searing themselves into her brain. She wondered for a second if the words were merely said in anger but something about the way the other girl was now trembling in her arms made Rachel realise she was serious. She could feel Santana trying to back away and without a second thought Rachel reached out to wrap her arms around her once more, her head resting slightly atop Santana's as she cradled her friend against her chest.

"I'm so tired of all of it." Santana finally whispered, her tears soaking into the smaller girls t-shirt, "When I'm at home my parents look right through me…it's like I might as well not be there at all, so most of the time I'm not. Then when I go to school, I'm just as invisible. The only time anyone ever speaks to me is if they think they'll get to fuck me or if I insult them first, no-one cares – they don't even see me as a person."

"I do." Rachel whispered fiercely, "I see you. I care."

Santana shook her head but stayed quiet. She simply couldn't find the strength to argue, mostly because she wanted so badly for Rachel to be right.

"I'm not lying to you." Rachel continued, sensing the Latina's resistance, "I know you don't want to believe me but it's true. I've tried to show you but…it was always little things that I'd hope you would notice rather than big gestures. I was always worried you would shoot me down if I tried too hard."

"What things?" Santana whispered hoarsely, her voice tinged with hope as she tried to remember.

"Well, in our first year when everyone accused you of giving Coach Sylvester the set list I believed you. I knew you loved glee, I see how different you are on stage and how much you love the music…" Rachel shrugged, "I figured that whatever you were going through, whatever was making you so angry and miserable that you had people to help you. Why didn't you ever tell anyone what was going on?"

Santana let out a bitter laugh, "Who was I supposed to tell exactly? Quinn uses anything I tell her as a way to stomp all over me, Puck barely speaks to me anymore and Brittany is way too sweet and naïve for me to lumber her with all my baggage."

"I don't think you give them enough credit." Rachel mumbled with a frown, "I mean, did you ever try to tell them?"

"No." Santana spat, adding sarcastically "Why would I do that?"

Rachel shuffled awkwardly as she pointed out, "You told me."

Santana nodded, a sad smile on her face when she realised that apart from Rachel she could only really think of three people in her life she considered friends, it wasn't exactly an uplifting thought, "I didn't exactly plan it. You just-I…you…"

"I, what?" Rachel asked patiently, not exactly used to seeing the cheerleader lost for words.

"You asked. You listened." Santana replied simply, "No-one ever listens to anything I have to say."

Rachel blinked in surprise, a swell of sadness surging through her at the quiet words. She wanted to disagree but she knew that she and the rest of the glee club had marginalised Santana's voice.

"You won't tell anyone right?" Santana asked suddenly, her face paling slightly at the thought of everyone finding out about her circumstances.

"It's not my place to." The diva replied carefully, she wished she could tell her friend that the rest of glee would support her if they found out about her history but she knew that after tonight, the Latina wouldn't even consider opening up to anyone else. Rachel had heard a lot of people talking about her in a less than nice way but she couldn't even begin to imagine how Santana must have felt overhearing the things she did.

The taller girl let out a sigh of relief as she whispered, "Thanks."

A comfortable silence filled the room and both girl's let out their own yawns as the reality of the late time caught up with them, but neither made the effort to get up from their tight embrace. With their limbs still closely intertwined the two brunettes clung together as sleep slowly took over.