AN: Hello again! Lots of angst in this chapter. I apologize again for such a short chapter last time- the last one was only around 2.5k words, so I made sure to make this one almost 5k to make up for it. c:

I had some computer issues (my laptop battery almost caught on fire aha;; ) so I couldn't finish this for a while. I'm pretty happy with the progress in this chapter! GOD There is a TON of canon schueberry moments in this episode, it's insane. Plus there's Taking Chances, and if that song is involved, it has to be shippy.

Enjoy!

Rachel looked up at the sign-up sheet that had been posted on the bulletin board that morning, resolve hardening her gaze.

She had stormed out of Glee just a few minutes earlier. Will gave Tina the West Side Story solo, the solo Rachel had wanted since the beginning of the year. He was punishing her for last week, she knew it. He wasn't actually over it as he'd sworn he was when he came back to Glee rehearsal. He was still mad at her because she tried to hire Dakota Stanley.

She had passed the sign-up sheet three times already that day. "CABARET: AUDITION TO BE A LEAD IN OUR HIGH SCHOOL MUSICAL!" Had today's glee events not happened, she would have ignored the sheet for a fourth time. After all, she'd have Glee to be tied up in. But if Will was going to be petty with her and skip over her for a solo that fit her perfectly, then maybe she'd be better off somewhere else.

Rachel pulled a pen from her purse and wrote her name on the line before she could change her mind. Then, a final seal to keep her from turning back, she stuck a trademark gold star sticker on the line beside her name. Mr. Schuester lied. I can't be successful in a club that doesn't recognize my talent.

Besides, she thought, he doesn't even like me.

She stared at the sheet for a few moments, then turned away before regret could force her to scratch her name off the list.

-x-

Will marched to the ballet room the school had managed to scrape together the money to set up earlier in the year. The Glee kids had managed to confirm that Rachel would be there, and sure enough, when he opened the door, she was alone, stretching her legs on the floor. Rachel looked up at him as he entered, then immediately turned her attention back to her stretches.

He hadn't thought Rachel would be petty enough to quit Glee over a solo. After the last week, he thought the club would be happy just being together again.

"I'm sorry, but my decision still stands. I'm not coming back," she rattled off. He could tell she'd rehearsed it many times.

"Rachel," Will said, "You can't quit Glee club."

Rachel calmly stood and set her leg across one of the ballet bars. "I saw an opportunity to showcase my abilities, and I took it. It's no different then when you quit Glee to join the Acafellas." She stretched forward, arms arching towards her toes.

"I didn't leave out of spite," Will replied. Rachel pursed her lips at this.

"You don't think I left just because of that, do you?" She asked.

Will was clearly taken aback, so Rachel went on, "just admit it, Mr. Schue." She didn't look at him as she said, voice soft, "You don't like me very much, do you?"

"That's not true," Will said. He honestly liked Rachel, and that was more than many people at McKinley could say. She was smart and talented, and surprisingly mature.

"Look, it's not like anyone else does. I understand," she said. Her voice is bitter.

Will can hear the hurt in her voice. "Rachel, I am your biggest, and sometimes your only fan," he says.

Rachel turned to look at him, surprised. She knew she was being unreasonable. When Finn wasn't there for her, Will was. When she felt alone, Will was there to make sure she was okay.

He's a teacher. He has to be nice. He stabbed you in the back and passed the solo on anyway.

She pulled her leg off the bar and turned to face him. She crossed her arms. "I know who I am, okay?" Rachel said. "I know that I can be bossy and conceited, and I know that none of the kids in that room actually like me." Will opened his mouth to interject, but Rachel went on. "And I'm hurt that you of all people would ignore my talent. I know it sounds horrible, but I'm the best one in there. I try the hardest, and I want it the most."

"Everyone knows that," Will said, finding a spot to step in. "Rachel, they're scared of you. They know that they can slack off, and you'll pick up their weight because you want us to win that badly. We can't win regionals as a one-man show. We need everyone to know that they're important, not just you."

"That's part of why I'm leaving," Rachel replied. "Everyone else in Glee is so much different now than they used to be. You're doing such a good job at getting them out of their shells. Everyone is getting something out of being there except me." She avoided his gaze as she said, "I'm still getting my lipstick flushed down the toilet. I still don't have a boyfriend." She smiled, incredulous. "I don't even have a friend. I'm the same loser I was when I joined." She looked up at him once more then, brown eyes wide and soft. "I like them all, I really do. I'll miss Glee, but if it's not helping me, and no one wants me to be there, why should I stay in it?"

Will didn't have an answer for that. He wanted to tell her to come because she was the best person in the room, and that the Glee club didn't feel complete without her. He wanted her to be there. "Just come to rehearsal," he murmured.

"I'm sorry, Mr. Schue." Rachel gripped the bar next to her and looked down at her hand as if she were very interested in it. "Maybe I'm not leaving for good. Maybe I'm just looking for a reason to stay. You understand, don't you?"

"No," Will admitted, shaking his head. "I don't. Weren't you the one who said being a part of something special makes you special?"

"And you were the one who said that I needed to give the others a chance. Now they can have their chance, and they won't have to deal with me, either." Rachel's voice wavered, Will realized her eyes were wet. She dabbed at them, impatient. She'd told herself that she wouldn't cry.

"You do have to give them a chance, Rachel. Give them a chance to like you." Will touched Rachel's shoulder gently. "You're a talented girl, Rachel, but there's so much more to you than that. They'll see that for themselves, if you let them."

"You don't even like me," Rachel snapped. The words felt like venom and they made her cry harder. Will looked exactly as surprised as he felt.

"Why do you think I don't like you?" Will asked gently.

Rachel opened her mouth, then shut it, shaking her head and looking at the mirror across the room. There was Will, his hand on her shoulder, patient and gentle. Then there was her, crying and distrustful. "Isn't it almost time for practice?" She asked, voice monotone in an attempt to make herself sound less upset.

"Yes, it is," Will replied. He didn't move.

"I'm not coming," Rachel said.

"I know." Will pulled his hand away. "You can come back at any time. We'll always be there for you."

She didn't reply for so long, he began to walk away. "Mr. Schuester?" She called. He turned to look at her. "Thank you," she said, smiling shakily.

He returned the smile. "You're welcome."

And then he left, and she wasn't sure if she'd made the right decision or not.

-x-

The audition day for Cabaret rolled around with little fanfare. From what Rachel had heard, there were very few other kids auditioning. She was a little disappointed that none of them were from the Glee club.

Sandy Ryerson told Rachel that she would be the last to go on. This was good, since she'd begun to worry after hearing the first few auditions. The others were good, but that wasn't the problem. After every song, she could hear Sandy chewing the kids out for how horrible their auditions were. One of the girls came back through the backstage area crying.

So after the last person before Rachel's turn stood up to go on stage for his audition, Rachel began fervently practicing. Nothing she did could make her song sound good. This is what I get for quitting Glee, she thought bitterly. She considered switching her song to On My Own, since she already knew the song like the back of her hand, or Don't Rain On My Parade, which she'd been prepared to sing since she was a toddler. But she'd been tipped off that Sandy had a weak spot for Celine Dion, and she knew that her song had to be Taking Chances.

She began to panic, as she recognized the current audition song on stage and realized it was nearing the end. She needed the audition to go well. If it didn't, she wouldn't have glee or a musical to keep her sane.

Sandy was yelling. Rachel didn't have much time. She'd have to make due with what she had.

"Next!" She heard Sandy scream. The boy who had been on before her gave her a sympathetic glance as he passed.

Rachel gathered her nerves- she hadn't been this nervous for an audition in a long time. She didn't think she could handle getting shot down by Sandy after all the emotions of the last few weeks.

"My name is Rachel Berry, and I'll be singing Taking Chances by Celine Dion," she said. She saw Sandy's eyebrows go up. Rachel handed sheet music to the pianist, then returned to center stage, lifting her head powerfully.

Don't know much about your life

Don't know much about your world but

Don't wanna be alone tonight

On this planet they call Earth

Sue Sylvester was walking down the aisle to the table where Sandy sat. Rachel's eyes narrowed sightly, suspiciously. She didn't know Sue would be here.

You don't know about my past and
I don't have a future figured out
And maybe this is going too fast
And maybe it's not meant to last

But what do you say to taking chances?

What do you say to jumping off the edge?

Never knowing if there's solid ground below

Or a hand to hold or hell to pay

What do you say? What do you say?

Rachel had to look away from Sandy and Sue. Her gaze wandered to the back of the auditorium.

She almost stopped singing.

Will was there, watching her sing.

He must have been there to scout for the glee club, she rationalized. He needed new members and now he needed to fill her spot, too. Still, she sort of wanted to pretend that he was here just to see her. It was more than a lot of other people would do.

He could tell that she'd seen him. He smiled and lifted his hand in a small wave.

I just wanna start again
And maybe you could show me how to try
Maybe you could take me in
Somewhere underneath your skin

Rachel felt guilty. She'd been giving him such a hard time. He had been trying to help her.

She realized with a jolt that maybe the cheerios hadn't tricked her as much as she thought. Will didn't exactly go this far out of his way to help the other glee kids. He loved all of them, of course, that was clear. But of all the reasons for him to dislike her, he always helped her.

He liked her. Someone actually liked her.

What do you say to taking chances?
What do you say to jumping off the edge?
Never knowing if there's solid ground below
Or a hand to hold or hell to pay
What do you say? What do you say?

Don't know much about your life
Don't know much about your world

Sandy clapped, the staccato sound jarring Rachel back to him. "Wow," he said. She braced for the yelling.

"Congratulations, Rachel. I think we've found our Miss Sally Bowles!"

Her mouth fell open in a wide smile. "Thank you so much!" She gushed. From the corner of her eye, she saw Will leave the auditorium.

-x-

Will knew the club wouldn't make it very long without Rachel.

It's not that he didn't trust the rest of the club. Tina was nailing the West Side Story solo, and the kids were getting all sorts of opportunities they hadn't had before. Still, Rachel had nearly stopped showing up to practice, and it showed.

Something was missing.

The kids seemed happy she was gone. Part of Will wanted to yell at them, say, "this is the exact reason she left," but he restrained himself. They had a right to be annoyed with her. Will admitted she was overbearing, but he still wanted her to be there with the group. She deserved to be with the group. Without her, it probably wouldn't have even made it off the ground.

Glee had meant a lot to her. She would never admit it now. Apparently the musical was coming together nicely. She loaded herself down with Cabaret sheet music and practically severed ties with the club. Honestly, he wasn't surprised; he probably would have done the same.

What surprised Will was that she was so sure that he didn't like her. He didn't know what would have made her think that.

Okay, maybe he'd been a little short with her at times. Rachel knew that she had the capacity to be loud and, frankly, annoying. But he stood by what he said. There was a lot more to Rachel than that.

Maybe no one had ever taken the time to let her know that there was more than that.

He was sitting in the choir room before rehearsal. It gave him somewhere to be besides home with Terri, who would barely let him touch her anymore. Her mood swings were getting obnoxious (it's just hormones, he reasoned) and she was so secretive, they could hardly have a conversation about her pregnancy. When he heard the quiet knock on the metal doorframe, he expected it to be Emma or one of the kids.

But there was Rachel, standing sheepish and awkward in the doorway. "Hi, Mr. Schue," she greeted. It was the most nervous he had ever heard her sound.

"Hey, Rach." To be honest, Will would have expected Sue before he'd have expected Rachel. "Don't you have rehearsal for Cabaret?" He asked, leaning back from the piano. He was marking Tonight sheet music with tips for Tina. He was tempted to hide the music, what he figured to be the catalyst of the recent events.

"Sandy is always late on Tuesdays," Rachel explained. "And I wanted to talk to you."

Will smiled. "Well, I said you could always come back," he said.

Rachel returned his smile, casting her curious gaze down to the sheet music on the piano stand. Yet, the first words out of her mouth had nothing to do with the solo. "I know that you don't hate me," she said. "I was being petty. I'm sorry."

"You don't have to apologize," Will insisted. "I understand."

Rachel met his gaze, chocolate eyes wide. "You do?"

"I think I do." Will moved over on the piano bench to make room for her to sit. She perched on the edge of the bench. "And I think glee club can help you," he pressed.

Rachel's emotion visibly changed at the mention of her returning to the glee club. "Maybe it could," she admitted. Her eyes were hardened with defiant resolve. "But you guys are doing just fine without me. They're getting their chances now, and I'm getting my chances with Cabaret. They can grow, and I can grow."

"And that's great," Will agreed. "But I don't think you'll find anyone as accepting or as forgiving as the kids in the glee club."

Rachel fell silent for a few moments. "You're right," she said. Then, sheepishly, "do you think they'd accept me back, though?"

"Of course they would." Will's lips twitched into a smile. "I mean, they'll have to warm up to it. Quinn might glare at you a little more and Mercedes might call you a crazy white chick, but they'll get used to it. Hey, and maybe you'll actually find a friend."

Rachel smiled and shifted so that she was sitting more comfortably on the bench. "Thanks, Mr. Schue. I don't exactly think most of the glee club would jump to be friends with me, but it's a nice thought."

"Give it time," Will replied. "I can be your friend until then."

Rachel looked up at him, laughter invading her voice. "So I have one friend, then." She shook her head, but went on, "I guess it's a start."

She didn't have a lot of other people who would be this nice to her. He was her choir teacher, so it was his job, but it felt like more than that, too. Not even Finn was this nice to her, and he was supposed to have had a crush on her. Funny how a boy her own age who was supposed to like her was less friendly to her than a grown man.

"I'll come to glee rehearsal next week," she resolved. "Sandy can't complain, I already know the show, so he doesn't exactly have much to teach me. He can work with the other leads for a day."

"We'd be happy to have you," Will said. He glanced at his watch. "By the way, rehearsal is going to start soon. When does Sandy usually get here on Tuesdays?"

"Around this time," Rachel said. She stood. "I guess I'll see you next week," she said.

"We'll be waiting," Will responded. He watched Rachel leave the choir room and turned back to the piano.

-x-

They both spent the next seven days waiting for the Tuesday Rachel was to finally come to glee practice. Rachel's break from musical rehearsals was much-needed; Sandy was becoming more and more demanding with every practice.

She felt like she had a place with the glee club. Maybe just a small place, but a place. And Will Schuester had helped her find that place. The musical was great and all, but Will was right. There was something about the closeness of the glee club that couldn't be replaced, even if the musical was more geared towards Rachel's needs.

She was the first to arrive on Tuesday. She didn't want to deal with walking into the choir room to a host of disbelieving faces. Why is Berry back? I thought we weren't good enough for her?

Will turned to greet her when she walked in. "Hey, Rachel," he said, grinning. "Good to see you back."

"It's good to be back," she said. "What are we singing today?"

Will hesitated.

He couldn't give her another new solo, not after she'd been gone for so long. It wasn't fair to the other kids. At the same time, he didn't want to see her reaction if she didn't get a solo, after everything that had happened recently. "I thought we'd start with Tonight," he said, more than a little anxious. He turned back to the piano. He didn't want to see her expression.

"Tina's solo?" Her voice was unreadable.

"Yeah."

Rachel was silent for a few moments and it worried him. "I know this sounds stupid, but do you think I could run through it once?" She asked. He gave her a puzzled expression, and she went on, "I just really like this song. It's meant a lot to me since I was little." She smiled. "And I like singing with you more than I like singing with Sandy."

"I'm flattered," Will said, playful. "We have a while yet before the rest of the club gets here. I don't see why not," he said. "Brad's not here yet. I can give the piano a try, but I haven't played in a long time."

"That's fine," Rachel said. She glanced over his shoulder at the sheet music on the piano's stand, just to confirm that she knew the words. Will played through a warm up, more for himself than for Rachel, then turned to look at her.

"Ready?"

Rachel nodded.

He began off, playing shakily through the intro. He was honestly a bit embarrassed to be playing so poorly in front of Rachel. Yet, she didn't show any signs of caring.

Tonight, tonight
It all began tonight
I saw you and the world went away

Tonight, tonight
There's only you tonight
What you are, what you do, what you say

Her voice sounds gorgeous on this song. Will almost regrets not giving her the solo. Tina sounds amazing, too, but Rachel is so natural. He'd defend her dreams of broadway in a heartbeat- her voice is the definition of theatrical.

Today, all day I had the feeling
A miracle would happen
I know now I was right
For here you are
And what was just a world is a star
Tonight

Rachel has loved this song for so long. I'd thought I'd get to sing it with Finn, she thought grudgingly. She decided she prefers it as a solo.

In hindsight, her attraction to Finn seemed ignorant. She'd always sworn to herself growing up that she'd marry a music man and they'd get on broadway together, struggle through living in New York as starving artists together, become that cute old couple who always sings together. Finn was hardly someone she could see herself doing any of those things with.

Tonight, tonight
The world is full of light
With suns and moons all over the place

Tonight, tonight
The world is wild and bright
Going mad
Shooting sparks into space

Today, the world was just an address
A place for me to live in
No better than all right

But here you are
And what was just a world is a star
Tonight

The final note died off into silence. Neither of them spoke for several seconds. "That was awesome, Rach," Will said, smiling and turning to look at her.

Rachel smiled, looking down at her shoes. "Thank you. For letting me sing, too. The songs from West Side Story are some of my favorites."

He was about to tell her how her voice could make any song his favorite when he heard the members of the glee club filing into the room.

From the corner of his eye, he saw her toying apprehensively with the hem of her skirt. He nodded to her reassuringly. "Good to see you back," he said again. He desperately wanted the club to feel the same way.

Clearly, they did not. Even Finn brushed her off when he came in, sitting next to Quinn and avoiding Rachel's gaze. I have a place here, Rachel reminded herself. She deserved to be here.

When all of the glee kids had arrived, Will looked to Tina. "Let's start with Tonight," he said. Tina nodded, cast an unsure glance at Rachel (whom the club had completely alienated- she sat in a chair in the back corner of the room, away from everyone else), and stood.

Rachel's expression was unreadable. She leaned forward a bit, crossing her arms and resting them on her knees. Through the performance, her face hardly changed. Will noticed the other kids looking back at her to see her reactions.

Tina still hadn't quite managed to hit the final note. Even Will glanced back at Rachel this time; it would have been effortless for her. Rachel remained stoic, but clapped politely when Tina's song ended.

Amid the usual praise from the glee kids, Will heard Rachel say, "You sound really good, Tina." Tina and Mercedes looked at Rachel with pure, unadulterated shock.

"So you think she's good now that you've come crawling back?" Quinn sneered from across the room. Rachel visibly shrunk.

"I never thought she wasn't good," Rachel said.

"You just thought you were better," Mercedes shot.

Rachel opened her mouth to retort. "Come on, guys," Will stepped in. "This is a club for everybody. We can't be accepting of some people and not of others."

"I'll accept everyone," Mercedes argued. "But not whiny white divas." She turned to leer at Rachel.

Will was watching the situation do downhill very quickly. He tried to intervene, but was cut off by Santana. "You can't defend the dwarf, Mr. Schue," she said. "Come on, we all know she's just the selfish wannabe-star from hell."

This was exactly what Rachel didn't want. She was starting to panic.

"Guys," Will snapped, only to be cut off again by Quinn.

"What, you're going to play the victim now?" Quinn hissed meanly. "You left the glee club because we weren't good enough for you. Now you're going to come back and act like we're the bad ones?"

Rachel wants to scream. That's not why I left, and you KNOW it, Quinn. Rachel can see the mean spark in Quinn's eyes- she does know it. She's doing this on purpose. She's out to get Rachel for god knows what reason.

I don't have a place here, do I?

She could feel herself starting to cry. She didn't want to give the others the satisfaction of seeing her lose it. She flew down the risers and out the door.

It was different from the times she'd stormed out of the choir room out of anger. This time, it was out of rejection. It was a difference they could all feel. The others looked uncomfortable, and Tina was visibly shaken. "You didn't h-have to d-do that," she said sheepishly, looking at Quinn. The room was completely silent.

"No, you shouldn't have done that," Will growled. The tone of his voice got the club's attention immediately, it was unusual for him to be angry. "Rachel may not be the easiest girl to deal with, I understand. But she has just as much right to be here as the rest of us."

Nobody objected. Will looked down at the sheet music stacked on the piano, let out a sharp breath, and ran a hand through his hair. He picked up the stack and began passing it out. "We're going to work on this next."

-x-

Rachel went straight to the auditorium. Sandy was there, overseeing work on the set. "I thought you had glee rehearsal, my little multitasking star," he said dully, not turning to look at Rachel.

"I'm quitting glee." He looked at her at that. Her eyes were still red, though she'd already made herself stop crying. "I'm devoting myself to the musical exclusively."

"That's perfect," he purred. "You can do much better than the glee club, dear. Our Cliff is backstage, you can go run lines with him for a while. Then we can work on some music." He smiled. His smile was thin and fake.

She took a detour on her way backstage, past the doorway leading to the choir room. She paused, looking through the door's small window.

They were going on through practice just fine without her.