Mercedes was miserable.

She never cried. Ever. Today, she was walking toward the choir room and she saw a couple kissing down the hall. It wasn't that she wanted a boyfriend- she didn't need one- she just wanted to feel beautiful. Her mother told her, her father told her, her big sister told her, but it was not nearly the same as someone taking her hand and smiling a sweet smile and saying 'You're so beautiful'.

She sat in the choir room alone after glee rehearsal, sitting on the riser with her knees drawn to her chest and her arms hugging them. She didn't bother to wipe away the tears- no one was going to come in.

"I forgot my bag, sweetie, I'll be right back," she heard out in the hall. Kurt opened the door to the choir room and the smile that was lighting up his face fell at the sight of his best friend.

"Mercedes, what's wrong?" he walked over and sat beside her.

"Nothing, boo, I'm ok," she quickly wiped the tears away and made to stand up.

"No, you're not, otherwise you wouldn't be crying. Come on, sweetie, talk to me," Kurt patted the seat next to him and she reluctantly sighed and sat back down.

"It's just...you know me, Kurt, I don't need a boyfriend to be happy," she sniffed. Kurt nodded. "But there's just something about the thought of having someone there to make me smile and laugh and tell me I'm-"

She stopped. She didn't know why but she just buried her head in her hands and cried softly. Kurt moved from his position beside her and knelt down in front of her, placing his large soft hands over hers.

"You're what, Mercedes?"

"It's stupid," she pushed his hands away and stood up, grabbing her bag.

"Mercedes, wait-"

"No, Kurt, your man's waiting. I don't wanna bother you with this," she shook her head and exited the choir room. Blaine walked in, glancing back at Mercedes.

"What's going on?" Blaine asked, concern knitting his eyebrows together.

"She won't tell me," Kurt sighed. "I have a feeling about what it is because we've talked about it before...well, I was on the other end, but I don't know what to say to her. She wouldn't even let me talk."

"What is it?"

"She was crying when I walked in and when I asked her about what was wrong, she said she just wanted someone to make her smile and then she stopped talking, but I know what's wrong- she doesn't feel beautiful."

Blaine raised his eyebrows. "That's ridiculous, she gorgeous. Who would make her think that?"

"I don't know," Kurt sat back down. "I hate seeing her this way, Blaine, she's my best friend and she's always so confident and strong."

"True diva," Blaine smiled and sat next to him.

"Yeah. I just wish she'd talk to me. We used to talk about everything for hours and lately, it seems like she's pushing everyone away."

Blaine thought for a moment, then sighed. "Where does she live?"

Kurt looked up at Blaine in surprise, "Blaine, I'm not gonna fuck my best friend to make her feel better-"

"No, no, no, I mean I was gonna take you there to talk to her. I know how much Mercedes means to you and she was my first friend from McKinley before I even moved here. I'm worried about her, too. No one should be made to feel like that."

Kurt smiled at Blaine and hugged his neck. How did I get someone so perfect? Kurt thought.

"Thank you, Blaine. Come on, I'll show you where she lives."

Kurt and Blaine knocked on the door at Mercedes' house thirty minutes later. Her car was out front, so Kurt knew she was home. Mercedes father, Peter, answered the door.

"Kurt! Haven't seen you here in a while. How are you?" Peter shook his hand. He was still wearing his scrubs that read Peter Jones, D.D.S.

"Around, sir. Is Mercedes home?"

"Yeah, she's up in her room. It seems like she had a bad day."

"That's why we're here. This is my boyfriend, Blaine," Kurt indicated Blaine. Blaine looked a little nervous being introduced as Kurt's boyfriend to a complete stranger, but Peter smiled and shook Blaine's hand.

"Nice to meet you, son. Nice teeth," Peter tilted his head.

"He's a dentist," Kurt laughed at the questioning look on Blaine's face.

"Oh...um...thanks," Blaine smiled charmingly.

"Well, Kurt, you know where to go. I'll be in the office if you need me," Peter led them into their beautiful cherry wood home. Kurt took Blaine's hand and led them upstairs and to the second door on the left. Kurt knocked.

"I'm not hungry, Pop, I told you," a muffled voice appeared from behind the door.

"It's me," Kurt said. "Just me and Blaine."

He heard shuffling and finally, the door opened. Kurt's heart broke at the sight of his best friend's puffy eyes and tear-stained cheeks.

"What is it?" she asked.

"Can we come in? We just wanna talk. We're worried about you."

Mercedes sighed and let them in. Her room was very cozy- lime green with a purple bedspread and white furniture with posters of various musicals and Lady Gaga on the walls. Kurt always loved Mercedes' room.

Kurt sat with Mercedes on the bed, Blaine standing back a bit. He wasn't uncomfortable, just giving Kurt space to work.

"So what's going on, sweetie?" Kurt placed a hand on hers.

"I told you, Kurt, it's stupid."

"No it's not. You being upset is never stupid. You were about to tell me what was wrong and I think I know what it is."

Mercedes looked up at him. "Really?"

"Remember when I came over after my awkward 'sex talk' with Blaine?" he tilted his head. Blaine tried not to blush. Mercedes nodded.

"I told you that I had never really cared about sex, I just wanted to feel like someone loved me and thought I was beautiful?"

Blaine had never heard this before and it made his heart throb. God, I'm such a douche, he thought. Mercedes looked down at her lap.

"Mercedes, that's it, isn't it?"

A fresh wave of tears slid down her cheeks. "I just want to feel it- just one time. I used to- when I had that crush on you," she looked up, hoping not to make him feel awkward, but he didn't falter. "You used to make me feel so good about myself and you took time to make sure I looked good and knew I looked good. That's all I want."

Kurt cupped her cheek and wiped away her tears with his thumb. "You are beautiful, Mercedes. You don't need some stupid guy to tell you that."

"But I want that, just like you did."

Kurt sighed and nodded. "I understand."

"And I don't know why I'm so concerned about it- I've never even kissed anyone."

Kurt smiled softly. "Well, I'm not one to give you advice on first kisses seeing as how mine went," Blaine tensed a little. "But, if you want...I can give that to you."

Mercedes' eyes widened. "You're not gonna have sex with me, are you?"

Kurt couldn't help but laugh. Blaine, too. Were they really that notorious?

"I'm sure that's not what you want right now," Kurt squeezed her hand. "I know how you felt about me, Mercedes, and, trust me, if I wasn't so intent on figuring myself out at the time, I definitely would have gone for you. You are gorgeous, sweetie, and you deserve to be worshiped."

"I'm fat, Kurt."

"No, you have curves and there's absolutely nothing wrong with that. You don't wanna be super skinny. Those girls usually end up sick with themselves by the end of it because they've got nothing else to think about except keeping their figure and trying not to look like sluts."

Mercedes cracked a smile.

"You are perfect the way you are. I love you the way you are and so does Blaine," Mercedes looked up at Blaine, who gave her a reassuring smile and nod. "And the glee club does, too. You have the most amazing voice, your personality is positive and attractive and you're a smart girl," Kurt scooted closer to her. "Any guy would be absolutely lucky to have you."

Kurt rested his forehead against hers, still gently stroking her cheek with his thumb. "Now...about that first kiss," he said softly against her lips. "I can stop now and we won't worry about it, but I of all people know how important a first kiss is."

"Please, Kurt," she replied softly. A smiled traced his lips and he gently brought them to meet hers gently. It was chaste and soft. Mercedes didn't know what to do with her hands, so she brought one up to his shoulder and the other squeezed his hand gently. He deepened it just a little by pulling away and going back in with parted lips, to which she returned joyfully. Kurt rested his hand on the back of her head pulled a little closer. He tried to project every word he had said to her into that one kiss and sighed when she started to get a little bolder and traced her tongue against his bottom lip. He returned it and a small whine escaped from his lips. Kurt lay her down gently, avoiding letting his hips settle on hers so as not to freak her out by the fact that this was actually turning him on. Mercedes was a wonderful, gentle kisser.

Her fingers laced his soft brown hair and he stroked a piece of hers out of her wet eyes. Blaine was starting to tear up a bit from the tenderness that was palpable in the room. Mercedes moaned softly as his tongue caressed hers. Kurt didn't want to stop, but he had to know if it was too much. Slowly, he pulled back and met her eyes.

"So...?"

Mercedes giggled. "Damn, white boy."

Kurt laughed and pecked her lips again. "Should I stop?"

"Um...no," Mercedes' eyes were a little darker than usual.

Kurt quirked an eyebrow. "I thought you didn't want us having sex with you."

"Well...maybe not that...just..."

"I think I know. Just tell me when to stop."

"What about Blaine?" she asked, peaking over at the curly haired boy.

"Would you like him to join us?"

Heat coiled in Mercedes' stomach. "W-would he?"

"I'm not the only one who can appreciate a beautiful girl," Kurt smiled and looked over at Blaine, nodding his head in an indication to come over. Blaine grinned and slipped of his loafers before crawling up onto the bed, lying on the other side of Mercedes.

"Do I get a turn with this lovely lady, or are you gonna take all the fun?" Blaine quipped and gently carded Mercedes' hair.

Kurt looked at Mercedes for confirmation.

"You'd let me?" she asked. Kurt laughed out loud.

"Apparently, the rumors about us fall on deaf ears with this one," Kurt looked at Blaine.

"It's fine, sweetie," Blaine smiled. Mercedes cupped the back of his neck and kissed him, Blaine gasping in surprise at first but finally moving a hand to rest on her hip and squeezing gently. He had kissed many girls and many guys, but Mercedes was different. Her vibrant personality and gentle nature was portrayed in her kiss.

"Wow," Blaine breathed between kisses. "You sure you've never done this before?"

She giggled and brought the other hand from Kurt's to Blaine's chest, resting it right over his heart, which was beating erratically.

Kurt couldn't help but adjust himself in his jeans. Watching his two best friends kissing and the sweetness of the moment made him absolutely crazy.

"You can take it out if you want, boo," Mercedes turned to look at him. Blaine took the opportunity to kiss from behind her ear down her neck, his hand still gently squeezing her hip.

"Bold now, aren't we," Kurt smiled and kissed her again. She didn't hesitate this time and slipped her tongue into his mouth. He moaned and slowly started unbuckling his belt and opening his jeans. Kurt slipped his hand down into his boxers and held his cock, not stroking but giving himself enough to feel a little relief.

"Can I...?" she asked him. He nodded and her hand moved his and she replaced it with her own. He slipped his jeans and boxers down enough so that she could get a better grip and she took him into her hand, slowly moving up and down.

"Mmm, god," he sighed.

"Is this ok?" she asked.

"Perfect, babe," he growled, sending chills down her spine. Blaine was pressed up against her leg, her eyes growing a little wider at the feeling of his size.

Blaine looked up to see what they had been talking about and moaned at the sight, his hips bucking forward of their own accord.

"Sorry," he apologized. "Habit."

Mercedes laughed breathlessly. "Feel free to do the same."

Blaine kissed her deeply and unbuttoned his jeans, freeing his erection, and took himself into his hand as he ran his tongue across the back of her teeth.

"Mmm, what do you want, Mercedes. This is about you."

"I...I wanna suck you off."

Blaine smiled at her and nodded. She slid off the bed, letting go of Kurt with a whimper escaping from his lips. Blaine sat on the edge of her bed, pulling his jeans down enough to expose himself.

"Jesus, Kurt, how do you take this?"

Kurt laughed huskily. "Lots of practice."

Mercedes wrapped her manicured hand around Blaine and gave an experimental lick at the head, making him shiver and grip the duvet.

"Just relax your throat and breathe through your nose," Kurt settled next to Blaine, nipping the boy's shoulder. Mercedes took Blaine half way before hollowing out her cheeks and pulling back up.

"Oh, god Mercedes," Blaine's head fell back and felt her tongue swirl under the head as she went back down. Blaine slid his hand over Kurt's thigh and took him into his hand, squeezing gently under the tip before pumping his cock in time with Mercedes' bobs.

Blaine's breath hitched and he placed his other hand gently on her head, pulling her hair out of her face and draping it over the back of her neck.

"Mmm, so beautiful," he whined. She felt her heart swell and doubled her efforts, her hand pumping what she couldn't quite reach with her mouth. Blaine pumped Kurt a little faster and firmer, adjusting to the new feeling Mercedes was giving to him. Kurt threw his head back and moaned as quietly as he could, suddenly remembering that Mercedes' dad was downstairs and he wouldn't appreciate her gay best friend getting off at the sight of her sucking his boyfriend's cock.

"Oh, babe, so close," Blaine indicated to Mercedes. "Do you wanna swallow?"

She moaned an approval, sending vibrations down his cock and pushing him that much farther toward the edge. He sped up on Kurt, who was twitching in his hand. He was close too.

"Oh, Mercedes, so fucking good! Don't- don't st-"

He was cut off as his orgasm rocked his body, sending his head backward and his hips shuddering. Mercedes swallowed around him, intensifying his pleasure. After pumping erratically a couple more times, Kurt came hard over Blaine's hand. Mercedes sat up, breath heavy and lips swollen, taking in the sight of her best friend coming down off his high and taking Blaine's fingers to his lips, lapping up the come covering them.

"Oh, wow," she said breathlessly. Kurt cleaned Blaine up and they pulled their jeans back up. The three collapsed onto the bed lengthwise and Kurt slipped his hand into Mercedes'.

"Now do you believe us? I don't think Blaine's ever come that fast."

Blaine laughed breathlessly. "Only with you, baby."

Mercedes smiled. "You guys are the greatest friends ever. Thank you, I really do feel better."

"A little less insecure now, I hope," Kurt looked at her questioningly.

"Yes, a lot less insecure. While I was...you know...sucking Blaine off," Kurt fought back a groan. He still wasn't used to hearing Mercedes saying things like that. "And when he said I was beautiful...I don't know, it just felt like something clicked."

Blaine smiled and kissed her cheek. "I only said it because it's true. It was a strange way to make it click, but I'm glad it did. I haven't known you long, Mercedes, but in the time I have known you, I have seen how strong and determined you are and that just makes your beauty even better."

Mercedes eyes welled up a little and she smiled sweetly at him.

"Besides...you're actually very good at what you did."

Mercedes blushed and laughed. "Um...thank you."

They heard Peter coming up the stairs and sat up, adjusting themselves to make it seem as though they were just talking.

"Mercedes?"

"Come on, Pop," she called out. He opened the door to see the two boys leaned against the wall and Mercedes sitting back against the headboard.

"You boys staying for dinner?" he smiled at them.

"Actually, my mom is cooking tonight. Dad's out of town and she wanted to meet Kurt, so it's sort of a big deal," Blaine smiled. "We really should be going."

"Ok, boys. Nice seeing you again, Kurt. Blaine, it was nice to meet you."

He walked back down the stairs and the boys and Mercedes stood up. Kurt pulled Mercedes into a hug and squeezed gently.

"You ok?"

"Thanks to you," she smiled. He leaned back and placed a chaste kiss on her lips. Blaine came over and hugged her, too.

"Take care of my boy, ok?"

He laughed. "Always and forever, I promise," Blaine smiled and kissed her forehead. She waved goodbye to them as they walked out. Mercedes walked over to her full length mirror, which she had been avoiding lately, and took in her reflection. She had curves- she would never deny that- but suddenly, they didn't bother her anymore. She smiled at her reflection and tucked her hair behind her ear. Mercedes Jones was a diva- a fierce, determined, beautiful diva. She had told herself this many times, but for the first time, she actually believed it.