While editing photos of Kurt on Monday, Blaine forces himself to think of Kurt in a strictly professional way – Kurt's a model and Blaine's a graphic designer, period. He can handle looking at Kurt's handsome face and perfect body without fantasizing like a crude frat boy. And he can zoom in on his blue-but-maybe-also-a-little-green eyes and not get lost in the depths of them. A grown-ass man with a job to do can digitally remove creases from the fabric wrapped around Kurt's lean torso and long legs without imagining about what they would look like naked. And 29-year-old Blaine Anderson can certainly keep from getting turned on while doing it.

He manages to stop himself from doing any of that, more or less. Depends on how unprofessional it is to keep using his work as inspiration for his masturbatory fantasies.

Because in the light of day and completely sober, Blaine feels guilty about fantasizing so blatantly about Kurt; Blaine tries to convince himself that his lack of romantic prospects lately had simply gotten the better of him and his inner pervert had latched on to the first hot guy he had seen. Kurt is simply an innocent bystander in Blaine's decidedly lacking sex life. That's all.

But forcing his brain to think only the purest of thoughts about Kurt while he's safely ensconced in his work in the starkly lit confines of his office doesn't make it feel any less awkward to be facing him in person the following week at yet another photo shoot.

And it also doesn't help that just to prove that he can, Blaine resolves to double his efforts at befriending Kurt. Just befriending. That means he has to face him and talk to him and probably get shot down yet again.

But he doesn't care. He wants to get to know Kurt. Beyond the awkward fantasies and the stilted conversations and Kurt's cold shoulder and all the careful posturing he's doing to keep Blaine at arm's length, Blaine still wants to know more. It's a little terrifying the way he's been obsessing over it, making up stories in his head about who Kurt is and where he comes from. How did he get into modeling? What does his family think? Does he have a best friend, someone he can truly confide in?

Blaine wants to know all this and more, so he buys Kurt a large nonfat mocha as a peace offering, adding a cappuccino for Yvonne to his order when he thinks about her tendency to read way too much into his friendly gestures. As is the norm in Blaine's imperfect life, neither gesture really works out the way he planned.

"You brought him coffee?" Yvonne says with a smirk as she takes her cup from Blaine. "You must have really lost your mind this time, Anderson."

"I'm just doing something nice for a friend," Blaine says. "Not everyone has ulterior motives, Yvonne."

"True, but everyone needs to get some. And he's hot." She winks at Blaine, which earns her another eye roll. There's no point in trying to convince her. She's made up her mind that Blaine is just trying to get in Kurt's pants. And while that wouldn't be something Blaine would necessarily turn down, it's not really what he's after.

He just wants to see Kurt smile again.

When they arrive on set, Blaine finds Kurt in hair and makeup, his near alabaster skin and thick, soft brown hair almost daring the woman working on him to improve its perfection. Blaine still can't believe how stunning Kurt is. It practically takes his breath away.

The makeup artist points a finger up and to the left, and Kurt tilts his face to follow her gesture. The movement causes the sunlight streaming in the open window to fall directly on Kurt's face, and it paints him with a breathtaking ethereal glow. The makeup artist dusts his nose and forehead with a soft powder, but she doesn't do much else, instead opting for tilting his head left and then right and studying his flawless complexion.

"Damn, boy, I'd kill for your skin," she says.

Kurt smiles at her. "Or I could give you the number for my aesthetician," he says, scrunching up his face. "Slightly less criminal."

She swats at his arm playfully before leaning over Kurt again to inspect her work.

"Tina," someone calls from the other corner of the room. "Do we have any more of that spray foundation? I can't find it."

"I'll be right back," she says.

Kurt nods and pulls out his phone, immediately scowling at whatever is on the screen.

Blaine, sensing he may not get a better opportunity to talk to Kurt alone, walks confidently toward him, smiling as if nothing had gone amiss the other night.

When Kurt sees Blaine approaching, he almost breaks into a smile before schooling his face into his usual cool, aloof expression. Blaine takes the brief hint of forgetfulness as a good sign. Kurt looks questioningly at the two cups of coffee in Blaine's hands.

"I figured if you won't go to the coffee, I'll bring the coffee to you," Blaine says, presenting the paper cup with a flourish and a small bow. "And I wanted to apologize."

Kurt lifts an eyebrow, but he takes the cup from Blaine's hand. He sniffs it before bringing it to his lips and taking a tentative sip.

"You know my coffee order," he says.

"Well, I'd like say I have great intuition, but it's more like a good memory. You told me the other night."

Kurt scowls a little and Blaine shifts on his feet and clears his throat nervously.

"Look, Kurt, I don't know what I did to upset you, but I want you to know that my intentions are completely pure. I just want us to be friends. I promise."

"Just friends?" Kurt asks. "Not friends with benefits or fuck buddies … but just friends?"

"Absolutely," Blaine replies. "Scout's honor." He even mimes the gesture for good measure.

"God you're a fucking dork," Kurt says, rolling his eyes. He looks like he's about to say something else, but he pulls up to his full posture when he sees Tina approaching, and asks, "we done here, Tina?"

She nods at him and smiles at Blaine.

Kurt stands up and unbelts his robe. As he turns, Blaine feels his heart thudding loudly in his chest because Kurt is almost completely naked except for the tiniest pair of black briefs Blaine has ever seen. He swallows hard and quickly tries to avert his eyes.

"Um, I should … I should go and find Yvonne," he stammers.

Blaine trips over the chair Kurt had been sitting in and it crashes to the floor, taking Blaine and his coffee with it. As he untangles his limbs from under him, he rights the chair and smooths down the front of his shirt, thankful it isn't stained. Even though his coffee is now a lost cause, he picks up the paper cup and puts the lid back on.

"I'll uh… I'll get someone to clean that up," he says, gesturing toward the spill.

"I've got it," Tina trills, bending over in front of him and swiping the floor with a piece of cloth she pulls from where it had been hanging out of her back pocket.

"Thanks," he mutters.

Blaine composes himself as quickly as possible and tries to get away from Kurt before he makes an even bigger ass of himself. He hears muffled laughter as he retreats to the sparsely decorated set they're using for the day.

"Holy hell, Blaine, what happened to you?" Yvonne asks when a flushed, sweaty Blaine appears at her side. He's still holding his empty coffee cup and wondering where all the damned trash cans are in this place.

"Nothing," he says, wiping his forehead with the back of his hand. "Let's just get to work."

Yvonne's gaze falls over Blaine's shoulder and her jaw drops.

"Oh I see what's got you so worked up," she says softly. "Jesus, that kid is hot. It's not fair."

Blaine turns around to see Kurt, having now removed his robe entirely, leaning on the door frame that leads to hair and makeup. He's still sipping from the coffee Blaine had brought him and he's back to his usual icy glare.

Blaine's eyes drag slowly up Kurt's lean body. He doesn't mean to, not really, but there's just so much to look at. He's sure he can see Yvonne's slack-jawed expression in his peripheral vision, but he's not ready to look away from Kurt just yet.

His muscles are obviously toned, but not too defined to be considered bulky. He has a dancer's build, maybe from yoga or Pilates, Blaine thinks. His skin is fair all over, and the way he's glowing in the morning light, Blaine thinks he probably waxed for the shoot. But when Blaine's eyes land on Kurt's arms, he finds tightly formed biceps that thus far have been hidden from view. They flex as Kurt lifts the coffee cup to his lips and swallows.

"Wow," he says, unable to stop the word from escaping his lips.

"Get an eyeful?" Kurt asks.

Blaine blinks heavily as his brains slowly catches up to Kurt's words. The comment unfortunately brings his mind back to that night he'd jerked off to pictures of Kurt, his come streaking the model's chiseled features, and he feels his face flush, even as he remembers that Kurt can't read his thoughts.

"Um... what?"

"Like what you see?" Kurt says, enunciating every word like Blaine might not understand him otherwise.

"Um... yes?"

Kurt snorts. "Friends… right."

The disgust on his face shoots through Blaine like an arrow; he wants to kick himself, or at least try to apologize for staring. But Kurt turns abruptly and walks away, leaving Blaine to gape after him.

"Whoa," Yvonne says, her mouth just as wide in disbelief as Blaine's.

"Um, Yvonne?" Blaine says once Kurt is out of sight.

"Yeah?"

"Why didn't you tell me we were shooting underwear today?"

She gives him a tense smile. "Surprise?" she says, looking only slightly remorseful.

The day is tense, to say the least, but Blaine manages to compose himself and not kill Yvonne. He keeps trying to make eye contact with Kurt, mostly because if he looks anywhere else he might spontaneously combust. He wants to talk to him, try to apologize, but Kurt makes it abundantly clear that he doesn't want to interact with Blaine in any capacity.

When Blaine offers him a bottle of water between setups, Kurt makes a point of asking Ben to bring him a towel. When Blaine suggests another pose, Kurt asks Zach if it looks okay.

It's maddening and it only spurs Blaine to try harder, his smile growing steadily wider every time he looks at Kurt. Yvonne draws him out of a daze by elbowing him in the ribs so many times, he's pretty sure there will be bruises tomorrow. But it doesn't matter because he's a man on a mission.

None of it works, though. Kurt keeps his distance and Blaine becomes more and more crazed for his attention. Everyone on set becomes gradually more awkward and exhausted from dealing with the tension between the two, and the day drags on.

At one point, when Kurt is getting changed in the back room that's doubling as a dressing room, Blaine hears muffled shouting coming from behind the closed door. It sounds like Ben and Kurt, but he can't be sure.

When Kurt reemerges minutes later, he's fuming, red-faced and breathing heavy. Ben follows moments later, a triumphant grin on his face. Kurt's in his final look for the day – a slim-fitted sport coat over a simple t-shirt and dark jeans. He looks like he's going on a date, and for some reason Blaine finds that hotter than seeing him in his underwear.

Ben tugs at the back of the jacket and Kurt wheels around.

"It's fine," he says, eyes flashing in anger.

Ben gives him a pointed look with raised eyebrows and Kurt bites his lip.

"Fine," he says.

Blaine thinks he hears a quiet "thank you" from Ben, but then Kurt is walking in his direction. And god he's sexy when he's angry.

"Have Tina fix your makeup first," Ben calls after him. "You're smudged."

Kurt wheels around, looking like he wants to yell at Ben again, but he just takes in a deep breath and heads for hair and makeup.

Ben returns to help set up the final shot. Blaine looks at him questioningly, but Ben just shrugs and says, "Let's get to work. We're almost done and I'd like to have dinner before 9 p.m. at least one night this week."

Blaine lets it go and they get through the final shot without incident, even though Kurt still looks out of sorts.

By the end of it all, Blaine is flat-out exhausted and he just wants to go home. He's packing up his laptop and wondering if he should feel guilty for ordering pizza for dinner two nights in a row, when he hears a timid voice behind him.

"Hey."

It's Kurt.

"Hey," he says, noting that Kurt's still in wardrobe from the shoot. "Uh…Ben will be right back."

"No… I mean. Well…" Kurt clasps his hands together and nervously pulls at his own fingers. "I wasn't looking for Ben. I wanted to talk to you. To apologize."

Blaine blinks at him.

"For earlier," Kurt clarifies. "I was kind of a jerk."

"Kind of?"

"Okay, I was a total asshole," Kurt says, dropping his head a little and laughing. "You have no idea what this is like for me."

"Modeling?"

Kurt nods. "And being completely objectified all the time. Sometimes I feel like I'm just a body, or even a face first and a person second. No one cares what I have to say as long as I show up on time and look good."

"Then why do you do it?"

"Money," Kurt says quickly. "And fashion," he adds after a beat.

Blaine is intrigued by this. "Fashion?"

"Yeah…I used to design my own clothes, but when I started taking my portfolio around to design houses, they kept asking me if I modeled. When they found out how young I am, most passed over my work for more experienced designers anyway. So one day when this really cute assistant asked if I modeled, I said yes. I was sort of joking…flirting a little. But they hired me for their spring show."

"Just like that?"

"Yep. So I gave up fashion design and became a model," he says.

"You shouldn't give up on your dreams, Kurt," Blaine says, and he means it. But when Kurt looks uncomfortable at the suggestion, Blaine changes the subject. "And you don't look that young."

"I'm 19." He shrugs. "Anyway, modeling pays the bills better than working at Starbucks. And way better than being an unemployed fashion designer. Not to mention, I make a lot of connections."

"So why the ice queen routine, then?" He winces as soon as the words are out of his mouth. "Sorry."

"No, it's okay," Kurt says. He pauses and looks down at his hands and for a moment, Blaine wonders if he's going to answer the question at all. Kurt takes a deep breath and sighs. He doesn't make eye contact with Blaine as he speaks. "I just … don't like to date industry people." It comes out rushed and mumbled, but Blaine just barely makes out his words.

He senses that Kurt's not giving him the whole story, but Blaine doesn't push. "Well, I just want to be your friend."

"So you said."

"I meant it," Blaine says. "I figured you could use one."

"And it has nothing to do with the way you were ogling me earlier?" Kurt looks skeptical and something else. Hopeful maybe?

"Okay… fair point," Blaine says. "You got me there. Kurt, you're gorgeous. You know that, but I'd like to get to know you. The real you. Not the bitchy persona you've crafted to keep people at arm's length. And it has nothing to do with your body. I promise." It might have a little something to do with your eyes, though, he thinks.

Kurt's jaw drops a little. Blaine might have hit on something there, a window, opened just a crack, a tiny fissure in his façade. Perhaps Kurt will let him in after all.

"Besides, I think I'm a little old for you," Blaine says, ducking his head and glancing up at Kurt, hoping he can lighten the mood a little.

"Maybe a little," Kurt teases. "But what are you, like 25?"

"Almost 30," Blaine replies.

"So you're 29."

"Which is almost 30."

"Well we'd better start looking for a nursing home, then."

Blaine laughs. He likes Kurt like this. It's reminiscent of the Kurt from the club, but without the murky haze of alcohol to dull his own senses. Kurt is funny and smart, with just an edge of sarcasm. And yet there's something soft about him too, something kind and sweet. Maybe it's his youth, even though he certainly acts older than 19.

Blaine's mouth falls open.

"Wait… you're only 19. But at the club…"

"Fake ID," Kurt says rolling his eyes. "Or didn't they have those in the dark ages?"

"Funny," Blaine says.

They're silent for a moment. And it's not uncomfortable. Blaine holds Kurt's gaze for a few seconds and just smiles, savoring the smile he gets in return. For the first time since they met, it seems, Kurt isn't pushing him away. And it feels good. Promising. And for reasons Blaine can't quite explain, life-changing.

"So… friends?" Blaine holds out a hand for Kurt to shake.

"Friends," Kurt says, smiling as he takes Blaine's outstretched hand.

Blaine wakes up sweaty and panting that night in a way that hasn't happened to him in years. A vision flashes in his mind of what he'd been dreaming: strong, graceful, long legs wrapped around his torso and pale, milky skin set off by the tiniest black briefs. A soft, lilting voice speaking Blaine's name like a prayer as they both came. A sweep of brown hair falling over a flushed face while striking eyes pleaded for more.

A man, a stunning, perfect man with eyes like galaxies and a personality that ignited Blaine's imagination like wildfire.

Kurt.

He'd been dreaming about Kurt.

His head drops heavily on the pillow beneath him as he sighs.

'This is insane," he says into the darkness. "You're supposed to be his friend. Not fantasizing about him in your sleep."

Of course there's a part of him that knows he's only saying that to try to convince himself. Kurt is easily one of the most beautiful men Blaine has ever seen, and certainly the most beautiful man he's ever been friends with.

He shifts uncomfortably and kicks the sheets free from where they're tangled between his legs, only now noticing the sticky mess between his overheated skin and his boxer briefs. Blaine groans and drags a hand over his face before forcing himself out of the comfort of his bed and into the harsh light of his tiny bathroom.

He discards his underwear in the hamper and turns on the shower as hot as it will go without burning him. When he steps under the spray, he lets the water pound into his back and relax the tension in his muscles. He spreads his palms on the cool tile in front of him and watches the water swirl down the drain beneath his feet.

There has to be another way to deal with his attraction to Kurt. This is getting ridiculous: having wet dreams like a fucking kid; acting like a raving lunatic whenever he sees Kurt; hiding erections from his coworkers as he edits photos. It needs to stop.

When Kurt had offered to exchange phone numbers, Blaine had simply handed him his phone and nodded, even though internally he'd wanted to dance around the room from the joy trying to burst out of his chest.

He hadn't expected Kurt wanting to meet for coffee.

"I owe you, right?" he'd said. "For this morning." And then he'd smiled.

As Kurt had walked to the back room to change out of his clothes, the words "call me" still ringing in Blaine's ears, he had clutched his phone to his chest like a lifeline. Kurt wanted him to call, though part of him was secretly hoping Kurt would make the first move. Blaine needed to know that Kurt was just as invested in trying to be friends.

But it had been two days since the shoot and there hadn't been a phone call or text or anything. His phone had mocked him, cold and dark for the last 36 hours except for the stray text from his brother or an email from work. Nothing at all from Kurt.

Blaine doesn't realize how long he's been in the shower until the water starts to run cold. He shuts it off and grabs a clean towel.

The truth is, he's not sure he wants to call Kurt because he's afraid. Afraid of himself. Of what he might do. Of what Kurt might say. Oddly enough, he's not really afraid of being rejected. If Blaine were being completely honest, he's more worried that this could be something. Something he's not entirely sure he's ready for. Maybe something Kurt isn't ready for. And that scares the shit out of him.

It's three more days before Blaine gets up enough courage to contact Kurt. It's a Wednesday and he's editing photos from the last shoot. He's actually getting quite a bit done because he's trying to distract himself from the phone number burning a hole in his contacts list. Funny how it's kind of difficult to do that when he's staring at Kurt half naked in 27 inches of high-resolution glory.

He pulls out his phone and rolls it around in his hand. One text won't hurt. Something work-related. He can do this. They're friends now. Kurt offered his number up first. Said they should get coffee. It's fine.

Blaine:
You should see these proofs from the shoot the other day. You look
fucking amazing! hot!
like a Greek statue.
great. :)

He hits send before he has a chance to second-guess himself for a third time. And, of course, he immediately regrets it. What a dumb way to start a conversation. Couldn't he have just said something safer, like "Nice weather we're having" or "read any good books lately?"

It takes longer than it should for him to get an answer back. He begins to wonder if Kurt is actually going to respond at all and he thinks that maybe he should have just said hi rather than mentioning Kurt's appearance. It's not like he doesn't know better. Kurt all but told him he didn't like getting hit on. And there he goes sending off texts that sound like bad pick-up lines. Not to mention, he's nearly 10 years older than Kurt. Now he's just that creepy older guy who wants to be "friends."

Blaine is so wrapped up in mentally flogging himself that when his phone finally buzzes with a new text message, he practically jumps out of his seat.

Kurt:
Slow day at work? You've got to have better things to do than stare at photos of me all day.

Blaine laughs because that's actually his favorite part of the day. Not that he'd tell Kurt that.

Blaine:
Well there weren't any urgent cupcake logos that needed designing, so I thought I'd go poke the polar bear.

Kurt:
Not sure if that's a joke on my complexion or my icy demeanor, but I'll give you points for creativity.

Blaine:
So we're keeping score now?

Kurt:
Yes, and I'm winning.

Blaine:
Guess I need to up my game then.

Kurt:
This is me rolling my eyes at you. Don't you have work to do?

Blaine:
Just editing photos of this bitchy model. ;)

Kurt:
Maybe he's not bitchy, maybe it's the dorky art director that's the problem.

Blaine:
You misspelled charming.

Kurt:
You misspelled delusional.

Blaine:
Perhaps. I should probably get back to work actually. See you on Friday at the shoot?

Kurt:
That's what they're paying me for.

Blaine:
Bitchy.

Kurt:
You misspelled charming.

Blaine smiles at his phone. He can't believe he's actually becoming friends with Kurt.

"What are you grinning about?" Yvonne asks as she makes her way to her desk.

"Nothing, just a funny text from a friend."

She shakes her head and smiles at him.

"So next shoot," Yvonne says, shuffling through the mail in her inbox. "Lorelei wants you to run it."

"By myself?" Blaine asks, setting his phone down on the desk.

Yvonne looks up and smiles at him.

"Yep."

Blaine's eyebrows squeeze together in confusion.

"Why?"

"Well, these shoots don't need two art directors, Blaine."

"She's promoting me?" Blaine asks with wide eyes.

"Congratulations, cupcake." Yvonne's smile widens at Blaine's obvious excitement.

"Oh my god," he says, beaming. "I'm too excited to even get mad at you for calling me cupcake."