As soon as he did it, Kurt knew it was wrong, but he didn't care. He pressed himself to Karofsky as he held his face and was matched pressured lips to pressured lips. Dave's arms twisted around Kurt's tiny waist and squeezed him tighter still to his body.

They were kissing feverishly, a heat building between them. Their moistened lips made smacking noises, their tongues battled for dominance, Kurt gripped what little hair Dave had and pulled it. Before Kurt knew it, Dave was burying his face in Kurt's neck as he kissed and sucked at the soft skin and nipped at his earlobe.

It was all feeling so good to Kurt. So good, in fact, that be became acutely aware of his pants beginning to tighten and he pushed himself away from Dave. Karofsky didn't fight to keep Kurt in his arms because he was afraid of getting hit by Kurt in his maniacal state. He didn't see Kurt as being very strong, but he knew that no matter how small anyone was, if they were in a particular state of mind, they could bust through a brick wall if they wanted to. Kurt was in that state. "Nope. I can't do this," Kurt stated.

Kurt picked up the bag he originally kicked off the bench when he came in and shoved it at Dave. He then turned to leave because the last thing he wanted was to sit still right now. Everything was so confusing. He had never been so angry before. He'd never been this careless.

"Wait!" Dave yelled. "Don't… leave."

Kurt stopped and looked at the bigger boy, who was out of breath and wide eyed. "I'm not discussing what just happened," he snapped.

Dave stood up, went over to Kurt and stood in his way. He towered over the slender boy. He put his hand flat on Kurt's chest and gently backed him up against the lockers. "Don't kiss me," Kurt commanded.

"I won't." Dave put his other hand on the locker next to Kurt's head. "This is your gym locker, right?"

"How'd you know?"

"It's the only one that doesn't have dirty laundry wafting from it." Karofsky smiled slightly. He opened the red door to the locker and took out a clean shirt, gym shorts, and sneakers. "Change your clothes."

"Why?"

"You need to expend some energy? I can help you there."

"You're suck a jock." Kurt rolled his eyes and slipped his shoes off. He took off his vest and shirt and then turned his head to see Dave looking at him. "You just gonna stand there and watch me undress?"

"Sorry." Dave turned around.

"Creeper." Kurt dropped his pants and folded them before putting them in his locker.

"You just busted into the locker room, kicked my stuff off the bench and slammed your face onto mine… I'm a creeper?"

"I'm in a rage." Kurt slipped his white gym shirt over his head.

"Apparently. You can come see me whenever you're in a rage any day, by the way." Kurt couldn't see it, but Dave was grinning.

"Don't hit on me. All of you are the cause of my problems anyway." He grabbed the sneakers and sat down on the bench to put them on. "You can look now."

Karofsky turned back. "And you're in no way to blame?"

"Oh do tell. I'd love to hear this one. Keep in mind I still haven't resolved not to use you as a punching bag."

"I'm sure you haven't. Look, you're not innocent in this field, you know."

Kurt sat up sharply, giving Karofsky a look that read, pure bitch. "Yes I am. I have literally done nothing to lead any of you on."

"No?"

"No."

"You don't drop everything when Blaine says 'go' to be with him when he calls?"

"That's different."

"No it isn't. You don't make moon eyes at Zach and smile at him from across a room, when you're supposed to be paying attention to something else?"

"So what? I like Zach."

"You don't giggle when I flirt with you and you didn't just storm in here and make out with me without saying anything?"

"Would you rather I punched you in the nuts? Cause I could still do that."

"See, it's one excuse after another. Nothing is your fault. You didn't contribute to anything. It's everyone else's faults and you didn't welcome any of it, right? You just walked right into everything?"

"You told me to use you. I did." Kurt stood up. "I'm dressed. What are we doing?" he asked with an attitude to change the subject.

Karofsky took the hint and stood up. "Come on. You're going to do some reps in the gym."

"Do I look like someone who does reps."

"Shut up and let's go."

Something about the way Karofsky was talking to Kurt made Kurt want to stay. It was weird because Kurt wanted to get away from him and Dave was only making Kurt more annoyed, but being talked back to was somehow reassuring. He didn't want to admit it, but Dave was making him feel better. He wasn't as angry now, at least. Now he was in a stage of constant annoyance.

They got to the gym, which was empty, and Karofsky pointed at a recumbent bike. "Sit."

Kurt did as he was told. He punched in all the necessary information; his height, weight, and desired calorie burn. He didn't really care what the burn was so he put in 100, not really knowing how long or short a time that would mean. He started peddling and was about to zone out when Karofsky pulled a work out bench in front of him and sat down.

"So…" Dave started.

"What?"

"Let's start at the beginning. Person by person. We're going to hash out your frustrations."

"That won't help because you're one of the people."

"So what? It'd better that way because, as I said before, I'll know where I stand."

"No where. You don't stand anywhere."

"Ouch."

"Sorry."

"That's another thing," Dave continued. "You need to stop apologizing for things that you're not really sorry for. Apologizing too much makes a person seem weak. I know you're not weak, so stop making yourself into a victim." Kurt said nothing. "Okay, since we're already on the topic, start with me."

"You're an asshole."

Karofsky laughed. He couldn't help it. "Okay. Um. Why?"

"Because you lead two lives. You bully me because I'm gay, but you're one of the most closeted people I know. I understand not being ready, but that fucking look you gave me when I smiled at you earlier today. Asshole. After everything you did to me, I still found it in my heart to forgive you and help you out. I even transferred back here because you asked me to."

"You know that's not the only reason you transferred back, but that's beside the point. What else?"

"You're constant flirtation with me. Yes, it's flattering, but you never get the hint that I don't want to discuss 'us' in anyway." Kurt started huffing from peddling constantly and his face was turning pink.

"Did it ever occur to you that maybe I just wanted to talk about us kissing and not us as a couple? Don't forget that I'd never kissed a boy before you either. You knew you were gay you're whole life. I didn't figure it out until a few years ago."

"That's all?"

"Well, no, but at the same time, yes. I didn't want to possibly discuss us as a couple at some point, but your so damn annoying sometimes that I remember why it is that I don't want to come out in high school."

"I'm not annoying!"

"Yeah. Okay."

"I'm not."

"Whatever. My point is that maybe it's okay with me that you use me for whatever you need to because I know there's no chance you and I will ever be an 'us' and I'm not sad about it. You know my secret and I'm attracted to you. You want to make out with me… sure. It doesn't bother me. I'm all for that. But you're out and I'm not. We get together, and then suddenly I will be out because that's who you are. You're loud and out. I'm not. I don't want that. So I'll settle for a piece of you in quiet."

"So you're saying that I'm safe?"

"Yes. You're someone who's already gone through what I haven't and will eventually have to. I'm comfortable around you. Not to mention you're freaking cute as hell. It's no wonder you've got three guys on your ass."

Kurt rolled his eyes. "Thanks for the analogy."

"I mean it. Blaine's subtle. He was your friend first, so it's confusing. Zach, barely knows you, so he's going off of an image he formed in his own mind from stories he heard about you. Whether or not you live up to that image is another story. Me? I know you. I know your bitchy, pissed off attitude better than anyone because that's all I knew for a long time. It's easy for us to be mean to each other because that's the base of our relationship. I don't hate you screaming at me. In a weird way, I find it amusing and I like it when you give me a hard time. I like it more when you're sticking your tongue down my throat, but fuck, you insulting me is like foreplay for you and me."

"Eww."

Dave chuckled. "See! How many other people are you brutally honest with?" The machine started beeping and Kurt realized that he'd gone through 100 calories on the bike like it was nothing. He got up and his legs felt like jelly. "Get some water."

Kurt went over to the water fountain on the other side of the room and drank a few mouthfuls. "What now?"

"Sit ups." Over by the water fountain was a series of mats already laid out. Karofsky went over to them with Kurt and Kurt sat down. Dave knelt down and covered Kurt's feet with his hands.

Kurt immediately started performing the necessary movements to complete a sit up. "How many?" he asked when he got to ten.

"Two hundred. I think that should be enough to talk about Zach."

"Seriously? Two hundred?"

"You're thin. It should be easy. You're at fifteen now."

"Okay."

"All right. Now spill. What's with the blonde?"

"He's nice. He's…" Kurt winced, starting to feel his muscles ache when he reached twenty. "He confusing because he knows how I feel about Blaine and he doesn't seem to care. We had a misunderstanding earlier today and he ended up blurting out… Do you know how hard it is to be the guy trying to woo the guy who's in love with someone else?"

"He has a point."

"I know. That's my frustration. Why would you want to go after someone who wants someone else."

"You tell me."

"What do you mean?"

"You want Blaine. Blaine's with Derek."

"Not anymore."

"Okay, now I'm curious, but we'll get to that later. Right now we're on Zach. You've wanted Blaine for how long? And he got with a different guy, who frankly is a lot like you, from the sound of it. You still wanted him even though he was probably getting it on with your clone."

"But I didn't go after him. I didn't flirt with him, or even give him any inclination of my feelings."

"I still can't believe he has no idea because everyone else has clued in, but him."

"I thought we were talking about Zach?"

"Fine. What else about Zach?"

"Fifty," Kurt said with his eyes closed.

"You said you liked him though. What's so wrong with that?"

"Nothing. He likes me, I like him."

"And the problem being?"

"I remember that I'm in love with Blaine as soon as Zach disappears or Blaine is mentioned. I like Zach, but I love Blaine."

"So you're mad at Zach because he likes you?" Dave brought his eyebrows together in a strange expression.

"I didn't say any of it made sense."

"Well, you're going on a date with him, right?"

"Yeah."

"Okay. Help me through this. Do you want him to like you or not?"

"Yes I do. I like him. I want to date him."

"You mean you want him to distract you from your feelings for Blaine?"

"No. I mean that I want him to help me get over my feelings for Blaine. Blaine and I will probably not happen and I need to get over that."

"Why do you think you and Blaine won't happen?"

"Because we're friends. Best friends. If we dated or fooled around and it didn't work out, we wouldn't be friends anymore. Actually… he kissed me so we're probably not going to be friends from here on out."

"Wait!" Dave let go of Kurt's feet and caught Kurt's arms when he was on his way up. "Blaine kissed you?"

"Yeah."

"You made it to one hundred and two, you can stop." Dave sat down on the mat in front of Kurt, while Kurt sat cross legged.

"I take it we're talking about Blaine now?"

"Without a doubt. When did he kiss you?"

"Before I came here."

"So he kissed you and you got mad, then came here and made out with me?"

"It's a bit more complicated than that, but yes."

"Start at the beginning."

"Blaine was freaking out so I left Zach to be there for Blaine. Like you said, I drop everything to be with Blaine when he asks." Kurt rolled his eyes again as if so signify 'I don't know what I was thinking.' "When I got there he was having a panic attack so I tried to help him through it. He told me that Derek thought he was cheating and in love with someone else and then he broke up with Blaine. Then Blaine started acting a little clingy and then ended up hyperventilating again before kissing me."

"Then what did you do?"

"I tried to leave."

"Why?"

"Because I refuse to be his rebound. I'm his best friend, who happens to be in love with him. I can't cope with him doing what I always wanted him to do and then taking it back. My heart can't handle that."

"How do you know that you were his rebound?"

"Because he had just told me that he was in love with Derek and then was two seconds away from telling me that he loved me. He was freaking out and I mean FREAKING out. Nothing made sense. If he loved me, wouldn't he have told me, or been with me and not Derek?"

"But, you love him and haven't told him."

"That's different. He was with Derek. I wasn't going to be the home wrecker."

"And before Derek?"

"It was too soon. We hadn't known each other all that long and he didn't seem to be into me. Now all of a sudden, he's heart broken and he of course he feels close to me. He's lonely and goes after the closest warm body there is. I was it. He's not in love with me."

"You sure?"

Kurt looked down and picked at a crack in the mat. "Yes, I 'm sure."

"How did it make you feel when he kissed you?"

"Used. Scared. Like a mistake."

"Maybe it was a mistake, but why does that make it any less important?"

"How would be bounce back from that? Nothing will be as it once was. I'll forever feel cheated and he'll feel sorry. We'll both be avoiding the issue, ergo, we eventually won't be friends anymore."

"That sucks."

"Yeah. It does."

There was a silence signifying that they had talked about everything that they needed to about the subject for now. Kurt's body language was a lot less tense now that he talked and got out all that energy. However, there was a somberness to Kurt's posture and facial expression. It was easy to see that not being Blaine's friend was something Kurt didn't want.

Dave didn't know what to do. They were at an awkward impasse where the conversation was done, but he didn't know what else to say, so he said the first thing that came to mind. "Would it make you feel better if we made out again?" Kurt looked up, alarmed. "Because I'd be willing to take one for the team for that."

Karofsky had an amused expression, that was trying to be serious, but still read at joking. Kurt laughed. He couldn't stop himself. It felt good. He fell backwards onto his back and clutched his chest, he was laughing so hard. Somehow, Dave Karofsky, of all people, made Kurt feel better. How did that happen? Kurt wondered.

Dave crawled down next to him with a smile on his face, knowing that he'd succeeded. "So is that a yes?" he asked when Kurt finally calmed down.

Kurt actually thought for a second. "What the hell. You earned it."

Karofsky leaned down slowly, palming the side of Kurt's face as he tenderly touched his lips to Kurt's,

In dramatic contrast to their last kiss in the locker room, this one was gentle and sweet. Their tongues touched, but didn't battle each other. It wasn't erotic at all. It was sweet. While Kurt had agreed to kiss Dave again, he resolved that it would be the last time.

He had used Dave, just as he felt Blaine used him and the only innocent bystander in this whole debacle of a day was Zach. In a moment of clarity he decided that if he was going to date Zach, then him kissing Karofsky wasn't fair and he was going to do this right. He'd deal with Blaine when that train wreck would come, but for now, he knew Dave was just a friend and didn't need to worry about him anymore. He was proud of that and glad for Dave being so tough that he was able to force Kurt into talking. In hindsight, this whole thing was a good thing… minus feeling like he has lost Blaine for a friend.

They broke apart when they thought they heard the janitor coming and decided that they'd talked, kissed, and worked out enough for the day.

Kurt changed back into his designer clothes in the locker room and they both walked to their car together. They said their goodbyes and Dave wished Kurt a good night. Then he winked and got in his car.

Kurt looked at his phone. Blaine hadn't called. He wasn't sure if he was surprised or not. Zach left him a text message.

Z- So I can't stop thinking about you… I'm not sure why, but I wanted to say again… I like you… A lot.

Kurt smiled down at his phone. He felt like he had made the right choice: move forward. Be happy. Stop making out with Dave.

K- I like you too. : )