"Quinn Fabray!"

Kurt's voice rang through the hallway and heads turned to see what had caused the New Directions crooner to raise his voice. Quinn herself turned and leveled a glare at Kurt, snapping, "What, Hummel."

Kurt was taken aback by the look on Quinn's face, though he tried his best not to show it. It wasn't that she was glaring at him, he had expected hostility. It was the look in Quinn's eyes. Not hate, not anger, but a world-weary tiredness that made Kurt feel suddenly concerned. Was this what Rachel saw, what made Rachel so hellbent on reach out to Quinn no matter how many times Quinn pulled away?

"I wanted to know why you said no to me joining you and Rachel for shopping." Kurt had been all ready to approach Quinn in an accusatory manner, but now that he'd seen her face he'd softened his tone.

"Because I don't like you."

The patience Kurt had decided to extend to Quinn was quickly fleeing. Kurt considered himself a nice person, but he'd spent too many of his younger years apologizing for himself and who he was. Now he refused to put up with people trying to make him feel bad. He frowned at Quinn and said, "I don't think we've ever had a conversation. I don't know how you could dislike me."

"You're a presence at this school, I don't know how I could not know you. I've gleaned what I need to know."

Kurt's eyes narrowed. "So you've decided you know what I'm about based on the little you've seen of me in passing and my performances for the glee club?"

"Yup."

"That's ridiculous," Kurt said. "Yes, I put a lot of who I am into glee performances, but that's my show self. You don't know me one on one."

"And I don't care to."

Kurt sighed, pinching the bridge of his nose between his fingers. "Quinn… honestly, I don't quite get what Rachel sees in you, but I'd like to find out. And I think we might actually get along, if you gave me a chance."

"What, like I might just think of you as one of the girls just because you're a fa-"

Quinn's mouth snapped shut and a look of pure mortification crossed her face. Kurt, for his part, recoiled in alarm. No one had called, or at least started to call, him a "faggot" in years. Not to his face anyway. He had never in a million years expected Rachel Berry to try to befriend a homophobe.

Kurt's pale face flushed with anger and he opened his mouth to lay into Quinn. The blonde was looking at the ground, shoulders hunched. Like she was ready for it, preparing herself. Slowly, Kurt closed his mouth.

It didn't fit, not really. Clearly Quinn had some homophobic thoughts, but she was also friends with Santana and Brittany, and two gay dads-having Rachel didn't put up with homophobia. Quinn was clearly ashamed of what she'd been about to say.

Kurt started to parcel through the furious and frenzied thoughts bouncing through his head so he could think. When he and Cedes had found out about Quinn's identity they'd done some research. They'd found her neo-Nazi dad, they'd clucked sympathy. They'd theorized about pink-haired, rebel Quinn. She hadn't come out of the Fabray household unscathed.

People were staring. The whispers were reaching a crescendo.

Kurt took a deep breath to calm himself down.

"That was really fucked up."

Quinn nodded and didn't offer any sort of defense.

That was good, really. Anything she said would have sounded like an excuse. It would have made Kurt angrier again. As it was Kurt felt the smallest spritz of water on his angry flames.

"By way of apology, you can invite me out shopping with you and Rachel on Saturday."

Quinn's eyes narrowed in disbelief. "Are you blackmailing me, Hummel?"

"I suppose you can see it that way," Kurt said, a slow smirk growing on his face. "Seems the least you could do."

Quinn's jaw tightened and she ground out. "Why do you even want to go?"

"Honestly? Curiosity, at this point. All my friends are so over the moon for you and I just don't see it. But if my friends all like you, that must mean something."

"Not all your friends like me, don't exaggerate."

"Oh really? Even excluding the obvious of Rachel, Santana, and Brittany, you've got my best friend Mercedes all curious and fond of you, Puck's always asking who's on Quinn Duty, and my brother Finn literally will not shut up about how he's trying to figure out how to get you not to glare at him and is always asking me for advice. Like I'd know. Even Mike, Artie, and Sam seem interested when you're brought up. The only one of my close friends who doesn't seem interested is Tina, and that's probably because she's a year younger than most of us and not attracted to girls in any way."

Quinn's gaze was unwavering, her expression unreadable as she took all this in. Finally she said, "So what you're telling me is that all your friends have a hard-on for me because they find me attractive."

"What? No. Maybe Artie and Sam. That's not what I meant when I mentioned Tina." Kurt was confused by the response. He had to admit to himself that he had thought a big draw to Quinn was how pretty she was, but hearing Quinn's monotone reaction made him pause. Was she worried that was why people were suddenly interest in her now? "Finn, at least, feels badly about how you've been treated. He's very white knight, he wants to help you out. And he'd like you to tolerate him."

Quinn didn't say anything in response to this and Kurt wasn't sure she believed him. He sighed. "Mercedes is straight as they come, too. She liked talking to you. And you've piqued my interest and I'm in no way attracted to girls."

"I wasn't really questioning that," Quinn said, but if Kurt was reading her right she seemed to relax slightly.

"So what do you say? Shopping?"

If looks could kill, Kurt would have been dead ages ago, and Quinn's gaze didn't become any more affectionate or soft. After a few moments Quinn finally said, "Fine. Get the details from Rachel."

"Excellent! I'll do just that."

"Whatever," Quinn said, and like a bolt she was down the hall and disappeared around a corner.

.

Quinn! What made you change your mind about Kurt?

Just did.

While I'm thrilled, I'm also a bit worried. I've barely seen you the last few days. Are you okay?

Quinn?

I'm fine

Okay…

Wanna eat lunch with us today?

No

Are you sure you're okay?

I'm fine Rachel. Stop asking

Alright, well, I'll see you soon.

Yup

.

Rachel was worried. Clearly something was off with Quinn. That, or Quinn didn't like her anymore, which was also worrying. Did Quinn somehow find out about Rachel reporting to Sue? Was Santana mad enough at Rachel to tell Quinn herself? Santana still wasn't speaking to Rachel, which hurt, but Santana probably wouldn't tell Quinn. Santana wouldn't jeopardize their chance to help Quinn just because she was angry at Rachel. No, Quinn would have had to find out some other way, and Rachel couldn't think of how she could have unless she'd somehow seen and heard it herself.

That led Rachel to believe that something was just wrong with Quinn, with how she was feeling or what was happening in her life. Even more so than usual.

If Rachel was right, that meant things were getting worse. That scared Rachel more than the prospect of Quinn simply hating her.

Rachel texted Kurt the details and he replied with a very obvious feign at no knowledge of why Quinn would change her mind. Rachel decided she'd have to scold him if he was being an ass to Quinn somehow. The thought of Rachel's own friends adding to Quinn's unhappiness made Rachel's vision red.

Curse Kurt's outstanding fashion sense. If he didn't know how to dress others so well, Rachel would have refused to let Kurt join them.

.

Rachel half expected Quinn not to show up at the mall after everything. Saturday she and Kurt waited 20 minutes in the mall's food court for Quinn and Rachel had to watch Kurt's face grow more skeptical. Rachel tried to keep conversation going but she found herself getting angry at Kurt's presence, the fact that Kurt might have scared Quinn away. It led to some snappish conversation and they were very pointedly looking away from one another when Quinn finally showed.

She looked horrid. Haggard, tired, empty.

Rachel and Kurt immediately stopped jabbing at each other upon seeing Quinn.

Rachel wanted to hug her. She stopped herself but she did walk up to Quinn and nudge her very gently, a brief touch to let Quinn know she was available.

Quinn gave Rachel a startled look and she softened only just. At least it was something.

"Are you okay?"

"Yeah. Do I look like shit or something?"

"No!" Rachel crowed as Kurt said, "At least you know." Rachel shot Kurt a glare. Quinn didn't react to Kurt's comment.

"Come on, let's go shopping."

Quinn didn't offer much input on where to go in the mall, so Kurt took the lead. He found himself ludicrously excited to go shopping with Quinn, and he had to admit to himself there was a big reason for this. Budget. Kurt's dad was a mechanic, an honest and generous one at that, and Carol didn't earn much money either. Kurt never held that against them, they were wonderful, but it did make his expensive taste in clothing chafe just a little. Quinn, who's father was a bigoted jackass, was also rich as Midas in a community like Lima. Kurt's fashion sensitive fingers could go reaching for the expensive stuff.

So Kurt took the lead and Rachel trailed behind, sticking to Quinn like a barnacle. They didn't really talk as they walked along. Rachel had tried to start conversation but Quinn had been monosyllabic and unresponsive. The most she'd gotten was a weak, distant smile, and it had only been a flicker. But she was clearly on edge, unhappy. Rachel had no idea what to do or say.

To fill the silence, Rachel started to sing a little under her breath. The first thing that popped into her head: Somewhere Over the Rainbow.

Quinn had looked at Rachel then as if she was actually seeing her for the first time that day and she gave a chuckle. "Always singing, aren't you?"

"Would you like me to stop?"

"No, don't. Please."

So Rachel sang a little louder. Some heads in the mall turned, she got a few smiles, but none of them meant anything to her except the smile she got from Quinn.

They entered a boutique Kurt said was one of the best. He started pulling out dresses left and right while Quinn and Rachel took their time.

Neither of them realized they were both barely looking, just hovering around each other.

Kurt came back with an armful of dresses. "I forgot to ask your size. I guesstimated, I'm pretty good, but we might have a few misses in here. Let's have you try them on."

Quinn cast an uncertain look at Rachel, who gave her a nod of encouragement. Quinn took the dresses and went off to the dressing room.

Kurt was good. Out of the five or so dresses he'd shoved at her, only one didn't fit well. She almost felt normal, changing into dress after dress and going out to model, Rachel and Kurt giving feedback all the while, sometimes even applauding.

Meanwhile Kurt kept drifting off every time she went in to change, finding more and more dresses for Quinn to try on as he got more of a sense of her figure and movement. Quinn was such a closed off person, and that was reflected in how she stood, how she walked, how she dressed.

"You are a very frustrating model, Quinn Fabray," Kurt finally declared, startling both Quinn and Rachel, who had both thought it had been going extremely well, considering. "You have vintage move star good looks, seriously you're almost ridiculously gorgeous, but your fashion sense is like scraping the floor at a biker dive-bar."

Both girls reacted, but to opposite ends of the statement. Quinn flinched and her walls went up at the mention of her good looks and Rachel went red at the insult to Quinn's fashion choices. Sure, Quinn's fashion didn't exactly line up with Rachel's normal tastes, but Rachel thought Quinn could pull of any look.

Rachel opened her mouth to retort but Kurt spoke again to head off the oncoming tirade. "Fortunately the black of your soul is a versatile enough color that I'm not completely despairing. Here, try this."

Kurt held out a Crepe de Chine silk black and white dress. Quinn took it and vanished back into the changing room. She could hear Rachel whisper-yelling at Kurt the entire time she changed, only stopping when Quinn stepped back out, her mouth forming a little "o" of surprise.

The dress came about halfway down Quinn's thighs, form fitting at her chest and loose and flowing at her stomach onward. Quinn moved and the skirt echoed after her. She gave a self-conscious little laugh. Rachel and Kurt weren't saying anything like they had before, just watching her.

"I think we found it," Kurt said with a grin.

"Quinn- you look amazing!"

For once, Quinn didn't react negatively to a compliment.

"We need to stop at another place for jewelry and I have an idea for shoes, but I'm calling it. This is the one. Strip it off and pay, girl, and we'll be on our way."

Quinn hated being ordered around by Kurt but she did what he asked because she was hoping to have time for the library after this little horribly tiring trip to the mall. She paid for the dress while Kurt and Rachel excitedly tittered about price not being an issue. They stopped a few places looking at jewelry and Kurt picked out a simple silver chain with light pink stones, and they found some beautiful black lace up boots that were the exact right amount between fancy and comfortable for Quinn.

"Alright, now on to my house for the finishing touches!"

Quinn froze and Rachel suddenly looked apprehensive. "Kurt…? We didn't talk about going over to your house."

"I know, I know, it's just, that I have a great idea, you have to go with it Rachel I know you respect the fashion process." Kurt clenched his hands together in a plea, looking more at Rachel than he did Quinn. For Kurt, Rachel was the first step. He didn't want her to be mad at him for springing this.

"Only if it's alright with Quinn," Rachel said firmly, her eyes shooting a warning at Kurt. Rachel turned to Quinn, questioning. "Would you be okay with that, Quinn? It's not too far from here."

"Will… will your family be there? Will it be awkward?" Quinn asked, trying to think of any good reason to get out of the offer.

"Carole and Finn will probably be home, yeah. But you know Finn. And Carole is really nice."

Quinn knew that Finn and Kurt were step brothers, so Carole had to be Finn's mom. There was a degree of comfort knowing that Kurt's dad wouldn't be there, but still. She felt blind-sided. Like Kurt had cornered her purposefully. But Rachel… "You'll be there the whole time?"

"Of course, Quinn!" Rachel hurriedly assured. "I'd never just leave."

Rachel leaned in and squeezed Quinn's arm gently.

"Okay," Quinn said.

Rachel's whole face lit up.

Quinn had to follow Rachel's car because she had no idea where Kurt lived. She wasn't sure she'd ever been to Kurt's side of town before. It was… quaint. Kurt was clearly working class. Rachel was somewhere in the middle class and Quinn was, of course, upper class which meant big mansions where no one knew their neighbors except in passing. It was weird to think. Quinn had the biggest house of the three of them and there were only two people living in it. Kurt had the smallest house and his was the biggest family of the three. How silly was that? That Quinn and her father lived in a house where they barely went in all the rooms and Kurt announced as the mounted the stairs that Finn lived in the basement.

Carole was in the kitchen working at a laptop when the three kids entered the house and she smiled when she saw them. "Hi Rachel!" She greeted. "And who's this, Kurt?" She stood and held out her hand to Quinn.

"This is Quinn Fabray, Carole. We're helping her get ready for the dance next weekend."

"Oh, well, it's nice to meet you Quinn," Carole said genuinely, and Quinn was glad that it appeared that neither Kurt or Finn had spoken much about her and Carole had no idea who she was.

Kurt led them into his room and immediately opened a drawer. "Here they are!" He pulled out a container with spools of ribbon. Quinn stood awkwardly by the door until Rachel motioned for Quinn to join her on the bed. Quinn sat, much closer to Rachel than she'd intended as a way to make herself feel safe in a strange environment.

Kurt pulled the boots out of their shopping back and pulled out a pale pink spool of ribbon. "I'm going to lace your boots with this. It'll match your new necklace and your hair. Tie the look together, you know? Here. Take of your shoes." Quinn did as he asked as Kurt unlaced the boots. He put them on her feet and started threading the ribbon through the holes. "Gotta make sure I don't make your boots uncomfortable. Fashion doesn't always have to mean suffering."

There was a knock on the door and Finn poked his head in. His eyes widened in surprise when they landed on Quinn. "Mom said you were here but I didn't believe her!"

"Finn," Rachel sighed. "Can we help you? We're prepping for the dance next week."

"Oh, uh, no, I was just- Hi Rachel. I wanted to say hi to Quinn." He gave her a wave and Quinn arched an eyebrow at him. "I know she went to Santana's and she's been to your house, but the last place I thought she'd come was mine! Ours, our house." He laughed awkwardly. "It's just that I never thought you'd come here. I just wanted to make sure you're alright and everything."

Quinn rolled her eyes and laughed as Rachel let out another sigh. "We're fine, Finn."

"Right, good!" Finn nodded, lingering in the door until Kurt cleared his throat. "Right! I'll see you at school on Monday, Quinn!"

After Finn left the three kids all laughed and Kurt shook his head. "At this point I don't know what it is. I'm pretty sure he's not dumb enough to get a crush on you, Quinn, but it's getting totally strange."

"So long as he doesn't try and flirt with me, it's whatever," Quinn said.

For some reason, the appearance and disappearance of Finn had eased the tension. Kurt and Quinn were almost friendly and joking with one another as he finished lacing up her boots. The one thing they could all agree on: Finn's earnest attempts at connection with Quinn were both awkward and hilarious, and none of them wanted Finn to make the mistake of getting a crush on Quinn Fabray.

I'm so sorry for the delay. There are two simple answers: muse quit and college has been kicking my butt. I'm very grateful for anyone who hung in there with me! I swear, this story is not abandoned. Quinn has been giving me nothing for months, this chapter was incredibly hard to write out. Not to mention apparently I'm not super comfortable with Kurt of all characters? I like Kurt fine but writing him is very hard for me for some reason. He just takes some coaxing. Not to mention this chapter is sort of in a weird place between the sleepover and the dance and Santana and Brittany aren't even in it.

Thank you again for your support! It means so much to me.