Pairing: Sam/Rachel friendship - leading to more.

Spoilers: During 2x19. Goes slightly into 2x20.

Strong Warning: Hints at Sam/Rachel, Sam/Quinn, Rachel/Finn, Santana/Brittany, and Rachel/Quinn.

One-shot, but you never know.

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Rachel knew she should really control her penchent for accusations and opening her mouth at the wrong time.

Her masochistic tendencies were an issue, as well.

Trailing after Finn Hudson and Quinn Fabray was similiar to running after a tornado; you get absorbed and fascinated, and then you get thrown back out and nothing but devestation is left in their wake. But deep down in her heart, the looming threat of the two ever reuniting always ate and clawed incessantly at her heart. Even when her and Finn were at their best, that feeling was still there.

She really should have kept her mouth shut.

But it just really made her sick to know that the two didn't really love each other. She didn't doubt the whole first love thing - she knew more than anyone - and the genuine feelings between them, but she knew that they were just compensating this time around. They probably just wanted to find some closure, and they thought that jumping back into a relationship with each other would cancel out all of their wrong-doings last year. And after her conversation with Quinn in the auditorium, it was like an iron-clad fist had snitched and grabbed her heart. Because a part of what Quinn said had made sense; it actually made her angry to see the girl not even try and get out of Lima and instead just signing her fate as a future Lima housewife. Because even though she despised Quinn at times, she honestly thought the girl deserved better.

She should have kept her mouth shut.

Because maybe a part of her could have had an ally in Sam throughout this whole process. She knew first-hand what it was like to fall in love with an elite and then have your heart broken. She had been on the recieving end of it a dozen times actually; Finn's constant indecisiveness and Quinn's constant insecurity to hold a superior reign. Because when it truly came down to it, it wasn't about honest feelings and friendship - it was always going to be a popularity contest to Quinn and Finn. She found it slightly hypocritical of Finn to always quote on the unimportance of popularity and the importance of being a team when he always became a panic zone whenever he was about to be dethroned.

Oh well. They were all hypocrites in some way. Because even though Sam had loved Quinn he had still eagerly slept with Santana because of his lack of sex when it had come to Quinn. And even though Santana constantly spouted and insulted others, she couldn't quite take a hit herself; this is especially if it involved Brittany. And Quinn was a hypocrite for obvious reasons, as was Rachel.

Her and Sam hadn't stood a chance to the tragic coupling of Finn and Quinn.

That's what she repeated to herself in her mind as she approached Sam outside after school; she had been scared - she had been unobservant to the fraying of his shirts and the haggardness of his appearance. He had needed help and Quinn - in a rare moment of sincerity - had come to his aid. A part of Rachel believed it should have been herself, because she should have noticed and she should have bonded with the boy over obvious reasons.

So when his slightly wary - justifiably so - and angry blue eyes landed on her, she held up her hands in peace.

"I'm so sorry."

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He just nodded at her in the hallways now.

At least it was something.

She didn't expect to be best friends with the boy, because it would be constantly underlined as a friendship that was only really based on one thing. That, and Rachel had never really had any friends in all honesty; her and Mercedes were starting to get along and Kurt was preoccupied at Dalton and it was just too hard being just friends with Finn. But still, a decent conversation was still pretty nice. They constantly avoided the topic of the Golden Duo, and that left them always walking on eggshells. It was better than nothing, though.

She would like to think that this was why she had offered a helping hand.

"I know it hurts having her around even though she helps you. And I know that you are more irritated than I am with Finn and his constant suspicions. Let me help you."

It worked, suprisingly.

That's why he had appeared at the Motel 6 door and was looking - understandably - humiliated with his family's current location. Rachel tried not to let the cringe show when she heard the snarling of the dog next door, the sounds of an inappropriate coupling somewhere further down, and the police sirens that were running rampant through the dingiest part of Lima.

He cleared his throat. "Uh - thanks for coming, Rachel."

He gestured and she walked inside, carrying two bags of musicals and enough Barbies for her and his little sister to play with. He looked appreciative; he also looked plenty embarrassed, but she decidedly did not call him out on it, because she knew that this was a trying thing to do anyways. She just introduced herself as pleasantly as she could - given the negative situation - and pretended not to watch Sam as he adjusted the delivery hat on his head and tried to shave the stubble that had grown on his face; she watched as his cheeks flamed when he realized the blade was too dull and he fumbled in his pockets for money that wasn't there.

While Stacey and Stevie were preoccupied with looking through the bags, Rachel slipped Sam a twenty.

He looked partially angry. "You're already helping, Rachel. And so is Quinn. I won't take it."

She slipped it in his jean pocket when he was out delivering pizza and the kids were asleep.

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She sat next to him at lunch now.

It wasn't necessarily a big deal to either of them.

Sam's situation had been discovered and his popularity was waning, and Rachel could really only take so much of her other Glee-clubbers. That, and it was nice to have the person next to her scoff slightly when they saw Finn and Quinn share a kiss over their lunches; she hated being the only bitter one at the table. And they were normally joined by Mercedes on occasion, but ever since Kurt had hooked her up with that one football jock she had been ridiculously invested and infatuated; not that Sam or Rachel could say anything about that.

And she watched sometimes as Sam would watch Santana, who would look at Brittany and Artie with a lost look; this would happen until she was caught and then she would intimidatingly glower towards her and Sam. Santana's lips would often purse after Brittany and Artie would leave and then she would look at the two of them.

"Like you're any better, Berry," she snorted.

"Catch you later, Trouty," she nodded, standing up and walking with her normal swagger. It was like she wasn't broken-hearted.

Rachel would like to learn how to do that.

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Prom was approaching.

It wasn't just the campaigning posters that mocked and reminded her of who was King and Queen.

Quinn's grip on Finn's arm had become even more territorial and possessive, and Finn's gaze had wondered toward Rachel more than once, much to Quinn's distaste. And Rachel found herself becoming even more desperate and forlorn as the week passed by quickly. It was comforting to know that Sam had looked even more depressed than she was when the intercom rang with peppy voices reminding everyone of the tickets on sale. That, and she was pretty sure that he had glanced Rachel's way and made a silly face when they had announced the runners of the Prom campaign; Finn and Quinn's names came first.

She was pretty sure she had smiled back at him

She wouldn't necessarily call them close friends, because she would cringe when he would want to watch Avatar and he would groan when she wanted to watch a musical. It was still nice to have someone to relate to what she was going through, though. Despite their vast differences, they had one binding thing in common.

They would always be second choice; when Quinn and Finn had enough of each other - for the time being - and wanted comfort, then her and Sam would be first in line. Sorry, second.

But then they would both be running back towards each other - their safety nets, as Rachel liked to call them.

But Rachel was beginning to accept it. She was nowhere near over it, but at least it was beginning to sink in. Sam seemed to be coming to that realization too, because he was throwing himself in his studies and working even harder to help his family pay the rent. He had dark circles under his eyes and Rachel felt concern bubble up inside of her and wash out all irritation of Finn and Quinn. She had gripped his arm more than once, and it was with the suprising strength of a friend who was honestly worried. Because that's what they were now - official friends.

"I'm fine," he shook his head. "But I'm not gonna settle like Finn and Quinn, because I haven't even been here that long and I already want out of this cow town."

So she helped him study relentlessly. It was tiring and exhausting; Sam's dyslexia had proven a tough obstacle for them more than once. And it didn't help that this was being constantly done in the middle of the night, with Sam's parents asleep on one of the beds and Stevie and Stacey on the other; They had pulled two chairs up to that crappy table in the corner and studied. All night, sometimes. It had consisted of very small lamps that barely generated any light, frustrated whispers and curses concerning the subject, and secretive thoughts of wondering what Quinn and Finn were up to.

That had stopped after a while, though.

Because Rachel found herself suffering from exhaustion as well.

After a while in time, she couldn't even revel in Finn's jealous eyes or Quinn's obvious anger at Finn.

She found that she didn't even give a damn about Prom, either. Sure, a part of her would love to drag Sam to the Prom and they could play some fifth grade jealousy games with Quinn and Finn, but she honestly found that she couldn't even consider that. She didn't know whether it was exhaustion or if she was genuinely starting to grow up and accept life. It probably wasn't the latter. She was still in love after all, and that always brought out the worst parts of everyone. So she honestly pinned it onto exhaustion; she would never blame Sam, because he was admirable in trying to support his family and provide a future for himself.

But still, a part of her still wanted to go to Prom, because that was every girl's right of passage in high school - even hers.

"I was thinking that - well, maybe we could go as friends," she beamed at him one afternoon, a week and a half before prom. "Because I don't think I would be comfortable going with anyone else. I mean, we're friends, so I know it wouldn't get awkward, and maybe it would benefit us to have fun and it would help us get over Finn and Quinn if we were to stop moping around and -"

"I can't," interrupted Sam, his voice apologetic. "It's not that I don't want to, or anything. I-I mean, you're really nice and fun and everything, but I can't afford the Prom right now."

Rachel watched as his eyes became downcast and embarrassment settled on his face. His cheeks were considerably pink; his shoes were scuffling from side to side and it seemed as if he was fascinated by the patterns of the tiles below their feet. Her heart went out to him, because as much as boys groaned about attending the Prom, it was still a right of passage for them as well. She knew that Sam would like to attend; despite Finn and Quinn walking up on stage, accepting their crowns, and dancing romantically together, it was also about fun and high school memories.

And if Rachel wanted anything right now, it was a positive high school memory. Something that she could look back on in the future and actually recall in a somewhat fond fashion. She might not be Prom Queen material and Sam might not be Prom King material, but they were still better than half of those Lima wannabe's in there, because one day they would be gone from this town and half of the people in the gymnasium wouldn't. Is it so bad and so ridiculously pathetic that she wanted at least one positive memory before leaving Lima?

She wrapped her arm around his elbow tentatively. "I don't expect a Limo or a corsage, Sam. You're my friend and I could help you out with the tuxedo and you could pay me back whenever you get it."

His gaze snapped up to hers and she wasn't really the least bit suprised to see a little anger intermingling with the humiliation. She knew that Sam was trying to preserve whatever dignity he had lost during this whole uphill battle. When his gaze was lost in class or in the halls she just knew that he was trying to forget what had happened in this small and horribly confined town. He was edging; his body was tense and sometimes hazardously depressed as he tried to reign in his impatience to escape to the future - out of this town and out of this state. She knew because she had been there once.

"No," he shook his head. "I won't let you do that."

She opened her mouth to present her argument, but he quickly shuffled his books in his locker.

He said absolutely nothing to her as he walked by her; he didn't once look back at her. But she noticed how his shoulders were hunched, and it would be impossible not to notice the aura of defeat in his posture. He had looked like that a lot nowadays. All she could really do was lean back against the lockers in fatigue; there was more than a little disappointment that lingered in her heart. She just sighed heavily and tried not to watch too intently as Quinn and Finn both watched Sam walk away from her; their eyes were reflecting heavy suspicion and almost unnoticeable hurt on Quinn's part.

But the Prom King and Queen just turned back to each other - after Finn's eyes had briefly flickered over Rachel's depressed form - and continued on their whispered conversation. It was so masochistic to watch the two of them, but Rachel always had wanted things way too much.

Her breathing hitched as Quinn - pretty Quinn Fabray - leaned forward and pecked Finn on the lips after something he said; something that he seemed smug about, like he deserved getting a reward for being a somewhat attentive boyfriend. Rachel just turned her head away as Finn responded happily to Quinn's lips before the blonde pulled back. And as the two walked down the hallway she just couldn't help but watch the two of them, with their fingers intwined and feaux-happiness permeating the air around them. She wanted to glare at the warning glower Quinn shot her over her shoulder as she walked away with Finn; all she could do was swallow the lump in her throat as Quinn's eyes settled on her lips for the briefest second.

She tried to forget those lips touching hers and Finn's adorable puppy-dog gaze that made her swoon and Sam's insecure rejection as she just sunk back against the lockers in utter defeat.

She couldn't explain how or why, but she thinks maybe that Sam was the biggest disappointment.

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Maybe continue. You never know.