This had absolutely no editing and it was just an idea that struck with me when I listened to this song last night. I know I should be working on Come On Get Higher (and I am!) but I just had to stop working on my homework to get this out.

The Way You Look Tonight - Faberry One-shot:

It's midnight on a Saturday night in the small town of Lima, Ohio. She's here to spend the weekend with her family before she's sent back to the war in Western Europe.

1943, two years since the United States has joined the Second World War, and four years since she's last been here. She takes a swig of her rum and coke and tries to swallow the guilt she feels for leaving.

She's not unhappy, she reminds herself. Her job as Colonel of the Infantry keeps her busy and she is good at what she does. She enlisted because what greater honor does a woman have than in serving her country?

She takes another swig and drops her head alongside her hand. Her forehead rests on her hands on top of the bar counter. This specific bar is where she last saw that smile. It's where she last witnessed that laugh and those plump, red lips speaking to her. It was behind this building where she made love to that body and where she made known her plans to enlist and leave Ohio. It was her damn ticket out of here and she has no regrets. Not many anyway. It was here she last saw those eyes cry and cuss at her and walk away.

She lifts one hand and runs it on top of her blonde hair, medium length and slick, combed back into a tight bun resting right at her nape. Her army green hat sits next to her left hand on the counter.

The sound of the band playing finally breaks her away from her thoughts as she recognizes the song. It was her favorite song in 1936 when it came out and she was still a teenager. She used to dance to it all the time with her best friend, and they'd pretend to be just married, dancing to it for the first time.

She mouths the words alongside the African American man leading the big band. She turns around on her stool, crossing one leg over the other and leaning back to position her elbows on the countertop. One hand holds the drink, the other swipes across her bottom lip.

She likes to watch the couples dancing. They all look elated. Other men and women, who came home with her for their leave, dance and twirl around their loved ones and friends in their dazzling uniforms. For this night, this weekend, this mere moment, they're all humans forgetting the tragedies of the war they left behind - an ocean away.

She's observing the scene roll out in front of her - everyone having a good time - with a tentative smile on her face. There's no point in lying; she has looked for her, the girl she left behind... The best friend she used to play pretend with and daydream alongside her while in reverie of what happened the night before.

Her hazel eyes have had the privilege to marvel wonders of the world she never could have had she stayed in Lima. They've seen beautiful things, cities, people, women. They have also witnessed destruction and sadness; anger and ugliness. Still, her eyes belong to watching brown eyes stare back into them. Her eyes are searching for the ocean she so loves to sail. No such luck yet.

The song is ending when she decides to light up a cigarette. Her best friend and she would smoke cigarettes together by the Smith's farm, hiding from their parents.

Of course, it had been her best friend who first managed to steal two cigs from her father and a lighter from her grandfather. She had dragged her behind the barn of Smith's Farm and coerced her into trying with her. The smoke burned her lungs at first but her best friend took a drag, held the smoke in her mouth, and then released it into hers the second time. She couldn't shut her eyes as it was happening because those soulful, smoldering eyes were looking at her and they held her as a prisoner.

She shakes the memory away, realizing she had been staring at a random point on the far wall across her. And the she realizes that what really broke her away from the images in her head had been the melodious, bubbly laughter of the brunette coming in with two friends framing her.

And there she is.

Her lips and mouth went dry. Her brain went blank. The cigarette was being loosely held by her fingers, and her chest felt like it was contracting. Still as gorgeous as ever.

The girl hadn't seen her yet but she didn't miss the way her hips sauntered as she passed men and women, flirting her way inside. The girl to her right was a tall blonde with incredibly fair skin and blue eyes. She was wearing a light blue dress with white hearts and a white headband. The other girl was a Latina with smooth tan skin, not much taller than her, in a green dress and black heels. They were both beautiful but somehow she couldn't stop staring at her once best friend - the girl she grew up loving and the girl she left behind - make way to the dance floor with a blonde guy with green eyes.

Her legs seem as if they go for miles in the short red dress she's wearing, hugging all the right parts. The lipstick she's wearing is as red as the dress, as red as she's always worn. Her hair is in a ponytail, up on her head, and her bangs fall across her forehead.

She watches as realization hits her and she finally seems to notice the amount of soldiers in the bar. She squints her eyes, looking for someone who probably won't be there because she never is. For four years she's looked when soldiers stop by Lima and she's never he -

The eye contact sizzles across the room. Her arms fall from around the blond man's neck and are limp next to her body just like that fateful night years ago when Quinn told her she was leaving. She doesn't know whether to run away, cry or smile. For a long while she doesn't do anything and Quinn maintains eye contact.

She breathes in the smoke of the air around her and takes in just how dazzling Quinn Fabray looks in that uniform. Finally breaking out of her daze, she snaps her head to look away, to find her friends but they are gone probably already with Noah Puckerman and Artie Abrams.

When her eyes roam back to the stool where Quinn is sitting, the blonde tips her head in silent acknowledgment and pulls a drag of her cig when she looks back up.

Quinn can see every emotion riding out on Rachel's eyes. She's angry and hurt, confused even. But she seems to be relieved and hopeful. She doesn't know how far she can go; how far she can push Rachel Berry - the gorgeous brunette with the swingin' attitude.

She waits patiently and watches the guy try to pull Rachel back in to keep dancing but the girl simply walks away from him and toward Quinn. Her cigarette is nothing but a butt quietly wasting away.

When the girl is in front of her, merely an inch away, she forgets how to breathe. She stands up reverently and nods again, avoiding eye contact. She picks up her hat and holds it firmly in her hands.

Rachel's eyes dart to the rest of cigarette trapped by her fingers and then up to her lips, "you know, you should quit that. It's a bad habit." The she looks at her with a challenging expression which also kind of says, 'where the fuck have you been all this time, you asshole?'

They both shift their weight and Quinn sighs. Because of course Rachel won't let her have it easy, forgive her just because she's back and let her kiss her. (She has missed those lips every day she was away.) She turns around and puts the cigarette remains in an ashtray filled with other rests and then rubs her hands on her pants. "It only got worse when I was overseas. You don't smoke anymore?"

Rachel almost smiles but then she shakes her head no and cuts to the chase, "Are you back for good?"

"Just the weekend and then I go back to North Carolina on Monday and then we leave for France on Friday."

"Are you happy, Quinn?" Rachel won't give her a break. She's tired and incredibly lonely and all she wants is to hug her best friend but she can't because there is a huge wall built around both.

She considers lying but she could never lie to her Rachel, her little star. "No."

Rachel cringes and it seems to Quinn that even though Rachel wanted to be upset at her for leaving she wasn't happy that Quinn was unhappy. They both look away.

Quinn can't take the physical hurt in her heart by this encounter. She had hoped it'd go by a lot differently and that Rachel would have run into her arms as soon as she saw her. Instead they were inches apart but couldn't reach out for a hug.

"I really loved you, you know." Rachel whispers at nothing to her right. She's watching more men in uniforms come in with girls in their arms.

Quinn tries to ignore the use of the past tense but she can't, "Loved?"

"Yes!" Rachel's eyes snap to hers again and they're on the verge of tears. "Loved! I didn't even know if you were alive for the past four years, Quinn! You never wrote home. I had to move on and I had to find a way to be happy without you."

Quinn heard the words, she heard them but she didn't want to believe them. She flattens her hat over and over with both hands in front of her and Rachel watches as Quinn's eyebrows frowns fixated on the action. "Are you?" She finally asks, "Happy, I mean?"

Rachel's composure fails and she starts to cry. She wipes her eyes viciously with the back of her hand and looks embarrassed when she notices the people around her can tell she's crying. "I have to go, Quinn. I'm so sorry but I'm so relieved to know that you are alive. Good bye." She turns on her heels and storms out of there like a tornado, pushing people out of the way.

Quinn is in shock for a few seconds. But she knows Rachel (or so she hopes she still does) so she fixes her hat on her head and bursts out the bar, in search of her. Rachel always stormed out on her when they were younger and got in a fight and Quinn would be right. But Rachel never went too far, usually she would sit down and wait until Quinn found her, wrapped her arms around her and soothed her. They would compromise (Quinn would) and they'd make out.

She turns in the alley from four years ago and sure enough, Rachel is there, not sitting but leaning up against the brick wall with her arms crossed and eyes closed as she tried to contain the sobs. The girls from earlier were also there, caressing her arms and drying her tears with a handkerchief. Quinn approached them slowly with both hands in her pockets.

The Latina is the first to notice her and she seems furious. She groans and walks away from Rachel toward Quinn. "Aren't you satisfied yet? She's a fucking mess already!" She shouts. "You should just be glad that B and I were out here smoking with Puck and Artie and I saw Rachel storm out."

She took a threatening step forward and Quinn took one step back.

"San," the blonde girl calls out. Both Santana and Quinn look to Brittany and Rachel. Rachel has stopped crying but still looks hurt. "We should just let them talk."

"But B -" She starts to protest but stops short when Brittany throws her a glare. "Fine." She says and looks back at Quinn. "One last chance, Uncle Sam, and if you make her cry again I'll beat your ass and no Army training will save you."

With that she huffs and looks at Brittany who quickly shuffles to her side, squeezing Rachel's right shoulder when she passes her. "Good luck," she winks at Quinn and laces pinkies with Santana before they both disappear around the corner.

The faint light above the back door to the bar is the only thing illuminating the alley but she can see Rachel's face perfectly. She doesn't hesitate nor cares about boundaries this time and pulls Rachel into her arms for a long-needed hug.

"I miss you," Rachel breathes on her neck. She feels the words vibrate against her skin and it mends her broken heart just a little bit more.

"I miss you every day," she admits. She has it tattooed above her heart, on her collarbone - a heart that Rachel once drew on a tree they used to hang out by and next to it one of e. e. Cummings most famous works: 'i carry your heart with me [i carry it in my heart].' "But I've kept you with me, I promise."

Rachel's hands are holding on tightly to her collar, and she's holding Rachel close with an arm thrown around her shoulder blades. "I'm so glad you're okay." She says like it's a secret; like Quinn wasn't supposed to know that. She threads her right hand up Quinn's neck, lightly touching her fingertips to the blonde's now rosy cheekbones. Rachel is mesmerized this is the same girl from all those years ago.

She's still beautiful Quinn but now she's broken. She doesn't carry the entire livelihood she once did in her eyes. Her face looks a little older than just 24 and she can see a scar from her left temple down to the bottom of her ear but it's very faint. She lets go her left hand from Quinn's collar and touches the scar instead, just as sweetly as she had touched the cheekbone.

Quinn's eyes close as she remembers that day but then she feels the soft weight of Rachel's lips on her scar and sighs.

"What happened here?" Rachel asks, her mouth still poised over Quinn's ear. Quinn visibly shivers while she thinks of a way to put this without making it as gruesome as it was and have Rachel faint. While she waits for her answer, Rachel kisses down her jawline to her chin and then down her long neck.

Quinn can't remember her words and tilts her head to the side.

"Quinn?" Rachel prompts.

"Accidental knife fight in the cafeteria at Fort Briggs, in North Carolina, on my first year."

Rachel smiles against her skin and chuckles. "Accidental, baby? You were always trying to prove yourself here and honestly, I don't believe that." Rachel is kissing right where her shoulder and neck meet. And that plus the term of endearment she never thought she'd hear again seriously shut her up. She nods.

Rachel has an index finger hooked through that part of the fabric, pulling it away from Quinn's body. She did have to unbutton two or three of the blonde's uniform buttons but Quinn didn't seem fazed by it.

She dips her head some more and pulls the shirt roughly down, exposing the tattoo on Quinn's left collarbone. She gasps when she understands the meaning behind it and doesn't hesitate to place a wet, open-mouthed kiss on it.

"I carry your heart with me, I carry it in my heart." Quinn starts to recite. "I am never without it (anywhere I go, you go my dear);" Rachel stops and pulls back and looks at hazel while she speaks. She says the whole poem by heart until she's quiet and there's no sound around them but the quiet buzz of the light above the door. "Can I kiss you?" She asks.

Rachel keeps her tears at bay, or she tries to, but they start to free fall as she shakes her head up and down, yes yes and yes. And then she plunges forward back into Quinn's hold and the blonde has to actually hold her chin to still the shaky girl and kiss her.

Quinn takes three long strides forward, and Rachel stumbles backwards, letting the blonde guider her. They use the wall for support, Rachel's back hitting it with a soft thud; she lets out a low groan. "Oh," comes out of her mouth when Quinn's left hand reaches all the way down to where her dress flows freely under her knees and drags it all the way up, caressing legs, thighs, and stomach to her breasts. She cups the left one and feels Rachel's hardened nipple through the fabric. Their kissing is increasing in intensity. "Quinn." Rachel says, mouth latched to the blonde's again.

"Yeah?" She asks, concentrating on feeling all that is Rachel. She's sucking on her bottom lip and only when she lets it go can Rachel speak again.

"That's all. Quinn." She explains and Quinn understands. She's here. She's finally here and they're finally here together. In the flesh. It's all real, right? "This is real?"

"Yes, I'm here, Rach." She assures her. "Only for tonight though." She has to remind them so they don't have the wrong idea of this.

"I need you to touch me." Rachel says, already grabbing Quinn's right hand from her waist and leading it to her wet center. "I need to feel you inside and everywhere." She husks into Quinn's ear. "Because I don't know when I'll see you again and I wasn't sure I'd ever see you again." She's starting to ramble, so nervous but exhilarated. Quinn starts to move one finger inside of Rachel's folds, feeling just how wet the girl is.

"Shit," she says at the same time that Rachel moans, "Fuck."

"Right there, baby. Right there." Rachel instructs as she bucks her hips forward onto Quinn's hand. Quinn dips her head and takes the girl's right breast with her mouth, nibbling on her nipple and licking and sucking hard. By now Rachel's dress is completely undone (thankfully it has buttons on the front). Quinn opens her eyes to watch as a second finger feels Rachel slit wet for her. She sees how the girl's muscles are contracting and expanding to her ministrations. "Fuck, Q. Q. It's you. You're here." She has to keep retelling herself that because it all still feels so surreal.

"Rach," Quinn says, panting against the tan skin of her chest. "You feel so good," she asserts as she starts to fill the girl with her two fingers. It slides in easily.

Rachel lets out a moan and grabs Quinn by the neck, pulling her mouth back up for a sloppy kiss.

"Take me, Quinn. All of me." She begs.

Quinn starts to frantically pump in and out of Rachel, holding onto the smaller girl by wrapping and arm around her waist and making Rachel wrap her legs around Quinn's stomach. Rachel bounces up and down on her fingers, and as uncomfortable as the position is, right up against the brick wall hurting her back, it feels so amazing.

Rachel's hips roll deliciously to cause the much needed friction. It's fast and then it's slow. Quinn uses her thumb to find Rachel's clit and the brunette releases a shaky breath and a moan at the same time when she feels it. "Quinn." She says, at the edge of the pending orgasm. "Quinn, this isn't it for us, right?" She asks.

Quinn refuses to listen, she makes Rachel set her left leg down and spreads her right leg open wider with her left arm. Her hand is under the girl's thigh, keeping her spread. She has an incredible view of Rachel's sex under the crappy lighting from here, even though her underwear is still on – well as on as it can be at the moment. She trails the hand down and circles the clit while her right hand is still working on scissoring and dragging inside of Rachel. She finds that spot she knows makes Rachel's knees buckle and it does, but she's right there, body flush against Rachel's, keeping her up.

"Fuck!" Rachel yells when Quinn inserts yet another finger in the tight hole. "Oh, baby. You'll be back – you'll be back. Tell me you'll be back."

The blonde soldier shuts her up with a sloppy kiss, dragging Rachel's tongue inside her mouth and tasting it again and again. She feels Rachel moaning and moans, too. "I'll be back." She promises and hits Rachel's sweaty forehead with her own. "I will. Now come for me, little star."

Rachel bounces on the fingers three more times as Quinn thrusts upward, and her arms are burning but when she feels the walls tighten and Rachel's entire body vibrate, it doesn't matter. She draws out the euphoria Rachel's feeling by slowly pumping and only when Rachel slacks in her arms completely does she pull out. She braces her arms behind them on the wall and Rachel tightens her arms around Quinn's neck to keep herself up. "You'll be back." Rachel says, once she has regained use of her voice and her vision is not funny anymore. She focuses in on Quinn's frowned eyebrows and kisses her on the cheek once. "You promised."

Quinn looks at Rachel, "For you, I will."

Rachel exhales loudly and sniffs, "Quinn – I, should have told you but I have a fiancée and he's on his way to meet me here tonight. I wasn't expecting you." She reveals.

Of course Rachel didn't wait for her. Why would she when Quinn just got up and left? Just because she hadn't been able to love anyone else or even care in the slightest (not like she had much choice anyway), it doesn't mean Rachel wouldn't have. She hadn't asked Rachel to wait for her, but is it too much to ask now? She untangles herself from Rachel and is thankful that she fucked her and not the other way around because she feels extremely betrayed at the moment.

Rachel feels exposed. Her entire dress is undone, bra roughly pulled away from her breasts, her nipples showing. Her underwear is drenched. She looks at Quinn with tense eyes.

"I need you to tell me to wait for you." She defends herself and starts to button her dress.

There is an uncomfortable feeling between Quinn's legs. She's incredibly turned on by the sight of Rachel and what just happened and she didn't get off but she can't even begin to care about that when Rachel just told her that she's engaged.

She remains silent, looking down at her boots until Rachel keeps talking, "If you tell me to wait for you, I will break off my engagement to Finn and –"

"Finn Hudson?" Quinn asks, with a hurt tone. Finn Hudson, the boy who used to make fun of the girls as they grew up. The boy who made fun of them but also stole Rachel's first kiss, which Quinn always thought it belonged to her.

"Yes." Rachel admits sheepishly. She looks down because she can't bear to feel Quinn's judging gaze on her. "Quinn – I'm sorry!" She reaches forward and grabs the blonde's hands in hers. "I was lonely without you. I wasn't sure –" She trails off and hopes Quinn understands. Rachel bites her lip and then says, "But I still love you. I always will." She leans forward and captures the blonde's swollen lips again to cement the assertion.

Quinn moans. She can't help it. Rachel keeps kissing, harder, longer, needier. There are tongues battling for dominance. "Tonight." She says. "Let me have you all of tonight and then you can go back to him. Come with me tonight, though." She propositions. So now they're an affair. She had rights to Rachel before; or privileges but now she's stuck to fucking her behind an old bar, and propositioning her to a night of illicit loving.

Rachel doesn't hesitate. She nods. "Okay. Take me with you." They both finish buttoning up her dress and Rachel tries her best to make her hair look presentable. She fixes Quinn's hat on top of her head with a loopy-sided grin and says, "You look dazzling in this uniform, Quinn."

The blonde's lips smile quickly and Rachel sees just how broken she is. All Rachel wants to do is spend the night making love to Quinn, loving her body and tasting her all over again. "Thanks."

"You know, I heard our song the other day while getting ready for a night out with the girls. I cried in front of the mirror and they looked so confused because they had no idea what just happened. I always cry when I listen to that song." Rachel tells her as they intertwine fingers and Quinn starts to walk them to her childhood home where they had many escapades before.

For the first time Quinn smiles. It's closed off, reserved, and even a little self-conscious. Rachel can't even see her teeth but is surprised anyway. "That's funny." She comments and Rachel is about to protest how it could be funny when she was always so miserable but then Quinn says, "The band inside the bar had just finished playing that song when you walked in. I should've known." She then turns to face Rachel and their flushed cheeks get warmer.

Someday when I'm awfully low,

When the world is cold

I will feel a glow just thinking of you

And the way you look tonight

Quinn puts an arm around Rachel's shoulder and tugs her closer as they pass in front of the bar and hear the faint sound of the piano, the brass, and the bass coming from inside. She can kind of make out the form of Rachel's friends dancing with each other and someone she recognizes as Finn Hudson, in a suit, hunched over the bar. She ignores all of it because tonight Rachel is hers. And she will forever remember her like this.

Rachel continues singing their song the entire way to Quinn's house. It doesn't take long. Quinn finds her father's old victrola and the Fred Astaire recording she kept it under her bed for when Rachel would come over. And for that night, until early morning, all they know is each other – making passionate love until their bodies can't take it anymore. Rachel cuddles into Quinn, their naked sweaty bodies pressed up against each other's and talks as much as she can, and as much as she can remember; telling Quinn of all she's missed and asking Quinn of all Quinn's been through. Quinn doesn't talk as often as Rachel does, but she runs her fingers through the shorter girl's hair, content to be here tonight, and just listens to her best friend and love of her life ramble.

Cause I love you

And the way you look tonight