Disclaimer: I do not own Glee, or any of the characters used in this story. Title is from the Jason Mraz song.

Matt Rutherford is used to not being noticed. His three best friends are Frankenstein, Mohawk Boy, and the Dancing Machine (seriously, Matt sits behind Mike in English – he's constantly bobbing his head or tapping his feet. It's actually a little distracting); Matt knows that he tends to fade into the background when he's around them, which he is about ninety percent of the time. Matt doesn't really mind too much, however – when people don't see you, then they don't see you watching them, and he's gotten very good at observing others. He figured out Puck was Quinn's babydaddy weeks before Mercedes blabbed it to the rest of club. Right now though, he's just noticed Rachel Berry staring at him from across the cafeteria, and frankly, he's a little terrified. It's been a few days since the Run Joey Run video fiasco, and Matt's really not interested in being Rachel's next love interest. He manages to avoid her as he leaves the cafeteria, but at the end of the day he shuts his locker door only to find her standing right behind it.

"Hello, Matthew! May I call you Matt?" Rachel asks brightly. Her eyes have a slightly manic glint. He nods dumbly, and she continues, "I realize that we haven't really had an opportunity to become acquainted, which means I have been remiss in my duties as Glee Club Captain. I believe that the club needs to be a cohesive unit in order for us to succeed, and I should certainly be leading by example. So, I was wondering, if you were free, would you be willing to join me for a cup of coffee, although tea is really much better for your vocal cords, or perhaps a non-dairy smoothie?"

Matt's eyes have glazed over a bit. The words leave Rachel's mouth really fast. Of course, he'd already known about her rapid-fire speech and impressive vocabulary, but neither has ever actually been directed at him before, and it's a little overwhelming. Once his brain has caught up to her last question, he hesitates. He actually does have plans to hang out with Mike, so he's unsure of what to say. She looks down at her shoes for a second, and he sees her take a deep breath. When she looks back up at him, the crazy eyes are back and her smile is just a little too wide.

"Oh, how silly of me, I should have realized – of course you must have plans already. I completely understand, really, maybe another time!" Rachel begins backing away, torn between trying to make a graceful exit and turning and running far, far away as quickly as possible.

Matt makes a decision. "Rachel, wait," he calls, rubbing his hand over his head. "Actually, Mike and I were just going to grab some burgers at Brian's. You can join us, if you want – I mean, you don't mind if it's the three of us, do you?" He thinks it's a pretty brilliant solution: she doesn't feel rejected, Mike will be with them so she doesn't get the wrong idea, and he gets a burger. Everyone's a winner!

"Oh, no, I don't mind, that would be great, actually, but I wouldn't want to impose…"

He rolls his eyes at her. "Dude, we're just going for burgers, it's not high tea or anything. I wouldn't have said anything if I didn't want you to come." Rachel nods her acceptance, her smile genuine and blinding. He continues, "All right, then, let's go. Mike's driving, I'm supposed to meet him in the parking lot."

As they head down the hall together, Matt spots Puck at his locker a few rows away. Rachel is chattering about…something (Matt's not entirely sure what), and she nods at the mohawked boy as they approach. Puck raises an eyebrow at Matt, who shrugs his shoulders in return. Matt notes with interest how Puck's eyes follow Rachel, so he turns to the girl beside him and asks nonchalantly (in a voice just loud enough for Puck to hear), "So, Rachel, have you ever been to Brian's before? It's, like, half and hour away, but they have the best burgers. We go there after away games sometimes."

When the pair reaches the double doors that lead outside, Matt pushes one open and gestures for Rachel to go ahead. As she walks through, he glances back casually, and sees Puck still watching them, a curious expression on his face. Matt gives him a little salute before walking through the door, and smiles to himself. Interesting.

In the parking lot, Mike looks at little surprised to see Rachel with Matt, but he greets her with enthusiasm. Rachel begins apologizing again, "I really don't want to intrude, I understand how important bonding rituals are for males, and…"

"Rachel, seriously, shut up!" Matt interrupts. "You're coming with us."

Mike grins, "We insist." He opens the front passenger seat, and bows to Rachel with a flourish. "Your carriage, milady." Rachel smiles at both boys and gets in.

The drive to Brian's isn't as awkward as Matt was afraid it would be, since neither boy has ever really spoken to Rachel outside of Glee, much less hung out with her. But because Mike tends to babble when he's nervous, and obviously, Rachel does as well, there are few uncomfortable silences. From his seat in the back, Matt mostly listens to the conversation between the two in the front seats, which gives him the chance to observe. He's come to the conclusion that Rachel isn't looking for her next leading man, she's looking for a friend, and damned if he doesn't want to help her out. He honestly doesn't think it would be very hard, being her friend. Hidden behind the diva attitude, Rachel is a genuinely nice person, if a little blind to normal teenaged social cues sometimes. She's also surprisingly pleasant company; for one thing, she actually has other topics of conversation besides Broadway. She questions the boys about their childhoods and their hobbies, and she really seems interested in their answers.

"Mike, you're such an amazing dancer. What first interested you in dance?"

"Well, when I was little, my grandmother used to watch me while my parents were at work. She didn't speak a lot of English, but she loved the old movie channel. She especially liked musicals."

Rachel smiles. "So, which one?"

He glances over at her. "What do you mean?"

"When I was little, I loved to sing, but it wasn't until I saw a production of West Side Story and I heard Maria belt out 'Tonight' that I thought, 'That's what I want to do, I want to be up on that stage.' So, which movie was it for you?"

Mike nods, understanding. "Singin' in the Rain. Gene Kelly and Donald O'Connor are amazing in it. I actually broke my arm in second grade trying to run up a wall like Cosmo does during 'Make 'Em Laugh.'"

"Hey, wait," Matt says. "I thought you broke your arm by falling out a tree."

"Dude, I was afraid to even tell people I liked to dance. Like I was gonna tell anyone I tried to run up a wall."

Rachel turns around in her seat to face Matt and asks, "What did it for you?"

"The Thriller video," he answers immediately. "I was like, five, and my older brother showed it to me because he thought it would be funny to scare me. But I loved it, and I watched it over and over again, trying to learn the dance. And I was a zombie for Halloween every year for like, the next five years."

"Dude, that video is epic! I thought zombies were real because of it. I even came up with a plan!" Mike launches off on an explanation of what he would do in the event of a zombie invasion, and there is a pause. His fingers tap out a beat on the steering wheel, and Matt sees him glance over at Rachel, as if he's afraid she will laugh at him and his incredibly detailed plan.

"Well," she begins hesitantly. "I don't know if raiding a gun store would really be a good idea. After all, that's where everyone would go first in the event of a zombie outbreak, and anyone who actually owned a gun store would probably not be willing to share his or her merchandise. Also, in the movies, the zombies always seem to get through the windows when they're blocked off with wooden planks and furniture, so you would probably want to obtain mortar and bricks in order to securely seal all the ground floor windows in your hideout, assuming you have a sufficient amount of time, of course. Otherwise, you'd be better off choosing a location that has a limited amount of ground floor windows and entrance points." Mike and Matt are both staring at her, a little stunned, and Rachel blushes. "My daddy is a huge horror movie fan; I think I was about seven the first time I saw Night of the Living Dead. It never hurts to have a plan for any situation, no matter how improbable."

"Damn, Rachel," Mike grins, impressed. "When the zombies come, you are more than welcome to join me in my bunker." He wiggles his eyebrows at her in an exaggeratedly suggestive manner. "And feel free to take that invitation in any way you like." Rachel just laughs and punches his shoulder lightly. The group spends the rest of the drive discussing zombie movies and video games ("What do you mean, you've never played Left 4 Dead? We need to fix that, like, immediately!"), and before they know it, they've pulled into the restaurant's parking lot.

"So," Matt says, after they've settled into their booth and placed their orders with the waitress. "What was it that you wanted to talk to me – us – about?"

Rachel fiddles with the corner of her napkin, then looks across the table at the two boys, a rueful smile on her face. "Was I that obvious?"

Matt shrugs. "You seemed like you had something on your mind when you came up to me today. At first, I thought you were trying to hit on me..."

"Oh, no!" Rachel blurts out. Her eyes widen when she realizes that she's just inadvertently insulted them. "I mean, not that you aren't attractive, you are, you both are, I just…oh, God." She buries her face in her hands and puts her head down on the table.

Mike and Matt are both laughing. "Relax, I'm not taking offense," Matt says.

"Speak for yourself," Mike interjects with mock anger. "What do you mean, you don't want to hit this?" He gestures at himself with a grin.

Matt elbows him, and turns his attention back to Rachel. "So what did you want to talk about?"

"Well," she begins, focusing intently on her napkin again. "It's about Glee. I meant what I said earlier, Matt, about needing to be a cohesive unit in order to succeed. But it's not just that, a group also needs a leader to rally behind. I had hoped that Finn and I would be able to fulfill that role, but Finn has had…other concerns lately, and it has been repeatedly brought to my attention that I am not very well-liked."

Matt and Mike exchange a glance. "So," Mike says slowly, "what can we do to help?"

"I've watched the two of you at practice – not in a creepy way, I promise!" She says hurriedly. "You both seem to get along well with everyone. As a performer, I'm used to receiving criticism in order to improve, and I thought that it could be applied in this situation as well. And I noticed that you, Matt, don't tend to say very much, but you seem to be very aware of everything that goes on, which is why I approached you first. So I suppose I'm asking you, both of you, for advice about what I can do to improve my relationships with the other Glee members." She sighs. "I know this probably sounds pathetic." She takes a deep breath and looks up at them nervously. There is a brief silence as the boys try to choose their words carefully.

"Well, for starters," Mike begins, "you should probably stop dating the other members of the club."

Rachel blinks at him, and then laughs, breaking the tension at the table. "Yes, I suppose I haven't had the best track record, have I?"

Mike smiles at her, relieved that he didn't piss her off. "Well, Finn was kind of a disaster, and it would be probably be really awkward if you ended up dating again, what with Puck and Quinn and all. I know Kurt, Tina, and Mercedes got on your case when you started dating Jesse. And there was that whole thing with Mr. Schue –"

"Oh, no, you guys know about that?" Rachel blushes. "It was just a silly crush, and it only lasted for a few days. I was hoping no one noticed!"

"Well, you weren't really subtle about it, Rachel," Mike says, his eyes sparkling with laughter. "You got really into it during your 'Endless Love' duet with him."

"I'm so embarrassed," Rachel says, holding her head in her hands.

Matt shrugs. "Hey, we all have embarrassing crushes. Mike here once had a thing for Coach Sylvester."

Mike socks him in the shoulder. "Dude, not cool! That was a secret!"

Rachel mimes zipping her lips and locking them. "I won't tell a soul."

"She's a very handsome woman!" Mike says defensively. "And it was freshman year, before I found out that she's completely unhinged! Anyway, we were talking about Rachel's dating history, not mine."

"Speaking of dating," Matt says casually. "What's going on with you and Jesse? Are you guys still on?"

Rachel sighs. "I don't know. He broke up with me after that stupid video, said I broke his heart, which I still maintain was a bit of an overreaction. He's leaving for San Diego this weekend for spring break, and I think the time apart will give us both some time to think things over."

"No offense," Matt begins cautiously, "but I don't like him very much. He's never really tried to get along with any of us, and he didn't even seem to treat you very well."

Mike agrees, "You can do better."

"Well, thank you for saying so," Rachel says shyly. "I just wanted it to work so badly, and he seemed so perfect for me. I guess I just ignored all the things he said and did that didn't fit into my picture of what I thought a perfect relationship should be." She looks thoughtful. "It seems to be a recurring problem of mine."

"So, going back to your original question," Matt says. "And please don't take this the wrong way, but I think you need to be a little less…intense in Glee."

Rachel tilts her head in confusion. "What do you mean?"

"Well," Matt explains, "you can be a little…" He looks at Mike helplessly.

"Terrifying?" Mike suggests.

"Overly critical," Matt says.

Rachel looks crestfallen. "I don't mean to be," she says sadly. "I just want to push everyone to be their best so that we can win."

Matt says gently, "I think you just need to remember that we all work in different ways. Like you said before, you're used to taking criticism in order to make your performance better, but that doesn't work for, say, Tina. She's shyer than you, and responds better to positive feedback and constructive criticism. But in the end, all of us are on the same team, and we all want to win."

"And," Mike adds, "This might sound kind of cheesy, but if you just relax and be yourself, the other gleeks will come around. This is, like, the first time we've ever hung out, but you're completely different from how you are at school. You're funny, and nice, and, actually, kind of awesome."

Rachel laughs. "Thank you. I'm sorry I never made more of an effort to get to know you guys before today. I think you're both wonderful." Mike and Matt both grin at her.

"'Bout time you noticed," Mike says playfully.

The conversation is interrupted by the waitress, who drops off their food (a plain burger with a side salad for Rachel, bacon cheeseburgers with onion rings and milkshakes, along with a side order of fries topped with cheese, bacon, and ranch dressing for Mike and Matt).

"Oh, I've missed hamburgers!" Rachel exclaims. "Jesse was a vegan, and he made me feel so bad about eating meat that I told him I'd be one too." She gingerly takes a bite of her burger, and lets out an appreciative moan. "This is so good!"

"Not gonna lie, Berry, that was kinda sexy," Puck says with a smirk, sliding into the booth next to her. He nods at Matt and Mike, "'Sup?"

Matt hides a smirk of his own. He had a feeling Puck would show up eventually.

"Hello, Noah," Rachel says, surprised. "What brings you here?" She glances at the boys across from her, her eyes pleading with them not to say anything about their earlier conversation in front of Puck.

"My mom's banned bacon from our house, I swear, just to punish me and Quinn for the whole baby thing. I just mentioned a Brian Burger to Quinn, and she was all, 'I need one, like, right now.' And since she's living in my basement, guess who's on craving duty?"

"What's a Brian Burger?" Rachel asks curiously. She doesn't remember seeing it on the menu.

"A cheeseburger with peanut butter and bacon."

Rachel wrinkles her nose. "That sounds disgusting."

Puck shrugs. "Don't knock it 'til you try it. You can have a bite of mine."

"Wait, you're staying?"

"Yup, might as well eat my burger in peace. Why, am I interrupting something?" Puck asks, narrowing his eyes.

"No, I was just surprised, that's all – of course you're welcome to stay."

Puck relaxes. "So, what brings you three here?"

Matt suppresses another smile at the slightly jealous tone of Puck's voice. "Just hanging out. Trying to decide which of one of us Rachel's bunking with when the zombie apocalypse comes."

"Nope," Rachel grins. "I'll have my own bunker. If you're nice, maybe I'll let you guys join me."

Puck seems surprised at the easy rapport between the other three, but joins in the conversation readily. The waitress delivers Puck's burger, and he offers Rachel a bite, which she pronounces "interesting, but strangely delicious."

When Rachel excuses herself to the restroom, Puck waits until she is out of earshot, and glares at his two friends. "Okay, so what the hell is going on here? Since when are the three of you all buddy-buddy?" His gaze hardens. "You weren't planning a dine-and-ditch, were you? Because I will kick both of your asses, like, on principle. That shit's not cool."

Matt and Mike exchange an amused look. "Dude, she wanted to hang out, I invited her to come to Brian's with us," Matt says. "Chill."

"Frankly," Mike adds, "we're a little hurt that you think we'd even do something like that."

Pucks rolls his eyes at him. "Whatever, man." Mike kicks him under the table, which escalates into them tossing fries at each other, until Rachel's voice interrupts them.

"Why is it that when a group of boys gets together, it inevitably devolves into roughhousing and male posturing?"

"Male what?" Puck asks blankly.

Rachel sighs, and motions for him to scoot over so that she can sit down. "I'd ask what I missed while I was gone, but apparently, it wasn't much."

The waitress comes by with Puck's carryout order for Quinn as well as the bill, which Matt scoops up. "We got this."

"Oh, no," Rachel demurs, "I can't let you – "

"Nah," Mike stops her. "You can get it next time."

Rachel smiles at the implication that they'll be hanging out again. "Okay, thank you."

The next morning before school, Matt sees Rachel in the hall and jogs to catch up with her. "Hey, Rachel! What have you got there?" He asks, nodding at the paper bag in her hand.

"Good morning, Matt! I had an idea last night…oh, hold on, there are Quinn and Noah."

The four teens greet each other, and Rachel says casually, "So, I made some bacon and egg sandwiches for my dads, but neither could eat them because they both had breakfast meetings this morning. Would either of you want one? It's turkey bacon, but –"

Quinn's eyes widen. "Bacon? Yes, please." She nearly takes Rachel's hand off in her haste to grab the bag. When Puck reaches for it, she smacks his hand away. "Uh-uh, mine."

"But –"

"Nope, pregnant lady gets dibs. Thanks, Rachel," she says with a genuine smile. "I'll see you in Glee."

After she walks away, the two boys turn and look at Rachel, who has a satisfied look on her face.

"Oh!" She exclaims, digging into her bag, and pulling out another paper sack. "I thought that might happen, so I brought two more sandwiches."

Puck grabs them both gratefully with a "Thanks, babe" and a wink, and heads off to class (or, more likely, off to the nurse's office for a nap).

Matt grins at Rachel. "Well, I guess bribing people with food is another way to win them over."

She grins back, and says, "Hey, no one can resist bacon."