Kurt arrived at Dalton Academy and rushed up to Blaine's dorm room. Knock. Knock. Knock. "Blaine, open up. It's me." The door swung open and Blaine stood in front of Kurt. His face was flushed, like he'd been breathing too hard for too long, and his eyes were red. Blaine grabbed Kurt's hand and pulled him in the room, shutting the door and embracing the slender boy tightly. "Hey, hey. It's okay. What's wrong? What happened?"

Blaine was breathing heavily again. He let go of Kurt and started pacing. "It's… Derek! Christ, he's… he's insane. He thinks I'm in love with someone else. He's acting like I'm cheating on him when I've never done anything to make him think that."

Kurt was taken a back. This was all news to him because the last he knew, Blaine and Derek were happy and pretty much the most perfect couple he ever saw. "W-why does he think you're in love with someone else?"

"I don't know! We were lying in bed one day, talking, and then he just came to that conclusion. It snowballed from there."

"Do you think you could stop pacing around the room? You're making me dizzy."

"I can't. I can't stop. I don't know what to do. I feel like I'm going crazy. I can't stop moving."

Kurt stood in Blaine's way and grabbed him by the shoulders. "Stop. You're not going crazy. Just sit down and breath and tell me what happened today."

Blaine did as asked. He sat down on the edge of his bed, looking very stiff and uncomfortable. He was trying his best to even out his breathing, but he was having a panic attack and it was proving to be difficult.

"Now," Kurt continued. He went into Blaine's mini fridge and pulled out a bottle of water. "Take off your blazer because you look like you're about to hyperventilate." He handed Blaine the water and then moved to the window and opened it. A fresh, cool breeze wafted into the room. When he turned back, Blaine hadn't moved. "Oh for goodness sake." He pulled Blaine to stand up and removed the Dalton Blazer for him and while he was at it, he loosened the red and blue striped tie and unbuttoned the top button. Blaine let Kurt do all these things without making eye contact. When Kurt was finished, he went over to Blaine's closet and hung up the Blazer, then returned to Blaine, pushing him gently to sit back down. He took the bottle back from Blaine, opened it, and handed it back, saying "Drink."

Blaine took a sip. He was starting to perspire so he turned his head toward the window that was blowing the breeze in. He felt Kurt sitting next to him. Felt the heat radiating from his body. He had never been so nervous to be around Kurt for as long as he knew him. Maybe calling Kurt over was a bad idea, Blaine thought. Maybe I should have talked to Wes or David. "Why are you here?" Blaine blurted out.

Kurt squinted. He wasn't sure what made Blaine curious about that. "Um. You called and said you needed me. I'm your best friend, right? Why wouldn't I be here?" There was silence. "Look. You're obviously having a panic attack. I opened a window and undid the top of your shirt so you could breath. You need to drink some water too. That would help."

Blaine took a couple gulps of water and wiped his forehead with his lower sleeve. There was more silence.

"Here, you know what always helps me when I get overwhelmed?" Kurt kicked his shoes off his feet and crawled behind Blaine and knelt on his mattress. He put his hands on Blaine's shoulders. "You don't have to talk yet, but you need to relax, so just sit there, drink your water, breathe, and I'll rub your shoulders."

Blaine took another gulp of water and felt Kurt's fingers kneading into his muscles. It felt really nice. "Wow you're really tense. When's the last time you had a massage?" He melted under Kurt's touch.

His eyes closed and everything went silent. He replayed a lot of things in his head from the past week. The party: singing with Kurt, the spinning bottle stopping at Kurt, giving Derek a blowjob in the bathroom, being jealous when seeing Zach with Kurt, then fighting with Derek afterward. He remembered making love with Derek and how wonderful it felt holding each other. "Derek broke up with me," he finally said a loud. He felt Kurt's hands pause their meticulous motions and then slide up over his shoulders and across his chest. Kurt was hugging him.

"I'm sorry," Kurt said softly. Blaine could hear how Kurt meant it.

Blaine braced his hands on Kurt's crossed arms. "He was my first… you know. He was my first boyfriend and the first person I ever slept with. I was in love with him. I made sure I always told him that. I tried to make him feel special and wanted and loved, but recently he just stopped listening. I haven't done anything, but I can't help, but feel like this is my fault."

Kurt squeezed tighter. "How could it be your fault if he stopped listening? If he chose to believe something that wasn't true?"

"I don't know what to do. Where do I go from here?"

"What happened? Did he just do it, or was there a fight that pre-empted the break-up?"

"There was a fight."

"About?"

"I was singing a song and he was listening and then he thought that the song was about him when it wasn't. It was just a song. Then he caught on and freaked out. I kept telling him I was in love with him, but he wouldn't listen. He kept saying how I was in love with someone else."

"Who?"

Blaine didn't want to answer. "It doesn't matter. He put this silly idea in my head and it blew up. I don't know. For all I know, he could have planned this whole thing to get me to break up with him and when it didn't work, he put me in a position so he could do it guilt free."

"That doesn't sound like him. Want me to go talk to him?"

"That's probably not the best idea," Blaine answered quickly. Kurt's arms were still around him. Kurt was so warm and gentle. "You smell really good," he said after a minute of silence. Kurt couldn't see, but Blaine's eyes widened immediately because he hadn't planned on saying that last comment out loud. He felt Kurt's arms slacken. Kurt was sliding his arms back. Damn, Blaine thought.

"Thank you," Kurt said, sounding slightly awkward.

Blaine suddenly didn't want Kurt to back up. Everything was getting better in Kurt's arms. He was safe and calm in Kurt's arms. He liked it there. He turned slightly, catching Kurt's upper arm and looking him in the eyes.

Kurt thought Blaine was uncomfortably close to his face. He could smell his worn out aftershave, see the little flecks of yellow in his eyes, and feel his breath on his lips. Kurt gulped. Don't kiss me, please don't kiss me, he begged in his thoughts. I can't be your rebound. "Blaine…?"

"C-can you just hold me a little longer?" Blaine stuttered.

Kurt searched Blaine's eyes. He was hurting. That much was obvious. "Sh-sure." This is probably going to be a bad idea. I'm going to regret this; I can tell. Kurt leaned back to where he was and laid down. Blaine lounged next to him and cuddled close. Kurt wrapped his arms around Blaine, his chin resting on the top of the shorter boy's head, while Blaine's face was flush against Kurt's chest. "Your breathing is calmer."

"It is. Thank you. My heart is still beating fast though."

"Why?"

"Because I'm nervous."

Kurt squinted his eyes in curiosity again. "Why?"

Blaine took a deep breath, listening to Kurt's heart beat and hearing that his heart was beating loudly. "I've never been in your arms before." He heard Kurt's hear start speeding up. He wondered why it was doing this.

Kurt's eyes were shut tight. He was having a hard time with the situation. He wanted to be there for Blaine, but he was also started to regret coming here. "Would it upset you if I said that I don't want to have that conversation?"

"What conversation?"

"We're friends. Your boyfriend broke up with you and now you're lying in bed with me. This is kind of an intimate thing we're doing. Can we not talk about it?"

Blaine's heart sunk further down. He understood now. Kurt was feeling uncomfortable and used. His head suddenly snapped into reality. "Oh God." He pushed himself out of Kurt's arms and got up off the bed immediately. "I am so sorry. What the hell is wrong with me?" He started pacing again.

Kurt was really confused. He had never seen Blaine act this way. Blaine was in pain, that was clear, but Kurt was now seeing that something was plaguing him too. Something inside was torturing him, eating at him. They hadn't talked much about anything really, lately, so Kurt had no clue what was wrong. Yes, he was uncomfortable with the thought of being Blaine's rebound because that would destroy him. He'd always wanted to be intimate with Blaine the way they were, but he didn't want it the way it was. He wanted it to be an act of love and comfort ability, not a need due to depression and loneliness. He stood up, still feeling like Blaine's feelings were more important than his own at the moment. He caught Blaine and grasped his wrists. He brought them up and pinned them to Blaine's chest, hoping the pressure would help him. "What's wrong? Get out of your head and tell me. What do you need?" He realized that he asked two very specific questions in one, but figured that Blaine would answer which ever one he wanted.

"Need?" Blaine's face looked tortured. He was so close to Kurt right now… again… for the umpteenth time in the past twenty minutes. "I need… I want…" A tear rolled down his cheek. "I'm so sorry," he chocked out.

"For what?"

"For what I need."

"What do you need?"

"I-" He breathed deep, trying to keep in the coughing cries in his chest. "I need-" another tear. Another deep breath. "Fuck." He found himself crashing his lips to Kurt's. Blaine whimpered almost instantly and another tear fell from his eyes. Kurt's lips were soft and plush. Kissing Kurt had the same feeling as taking ten deep breaths: calming and the sensation of what can only be described as 'finally.'

Kurt was shocked. He was frozen and couldn't move. Blaine was kissing him. This was supposed to be something he always wanted, right? Then why? Why does this not feel right? Why couldn't Kurt allow himself to enjoy this?

Blaine released Kurt's lips gently and opened his eyes, looking surprisingly calm, like kissing Kurt was the remedy to all of Blaine's problems. He saw the look on Kurt's face and any calmness he had for those few moments dispersed just as quickly as they came. Kurt looked like all of Blaine's troubles just passed through his lips into Kurt. "What's wrong?" he asked. Blaine was disillusioned. Kissing Kurt was exactly what Blaine needed, it felt right to him, like it was always meant to happen. Surely, Kurt felt that too, right?

He didn't.

Without saying anything, Kurt stepped away from Blaine and headed for Blaine's door. "Kurt, wait!" Blaine grabbed Kurt's hand and Kurt ripped it from Blaine's hand just as quickly. "I'm sorry. What's wrong?" He grabbed Kurt's hand again when Kurt tried to grab the door knob.

"No!" Kurt yelled. He wouldn't look Blaine in the face so he kept his own face pointed at the floor. He had tears forming in his eyes. "You can't do that."

"Do what?" Blaine asked gently.

Kurt finally looked up and Blaine's heart broke. He knew now. "You kissed me. You can't do that. It isn't fair."

"Why not? I've wanted to-"

"No! Don't finish that sentence."

"But I nee-"

"Stop!" A tear ran from each of Kurt's eyes and his voice was cracking. "I'm supposed to be your friend. I'm supposed to comfort you and tell you everything is going to be okay. I'm not supposed to be your rebound."

"You're not! Just let me explain."

"I need to leave." Kurt went to grab the door knob again, but Blaine's hand made it there first and he blocked him.

"Please! I need to tell you."

"Please move! I can't do this right now."

Blaine felt something creeping up to his mouth. Words that he always felt he had to say, but never knew what they were. He knew them now. "Kurt stop- please!"

"Let me go!"

"I luh-"

"No! Don't!" Kurt knew, almost instinctually what he was stopping Blaine from saying. They were words that he'd said to himself about Blaine countless times. "Don't say it because once you do, you can't take it back and we can't be friends anymore."

"Kurt…"

"Just let me go." Kurt sounded tired. "You're hurt and lonely. You're desperate. I can't believe anything you say or do, right now. I can't be what you need right now because it hurts too much."

Blaine let go of the door knob. "I'm sorry," was all he said.

Kurt opened the door, stepped out, and closed the door slowly. The second he heard the door click shut, Kurt heard a loud thud against the door that made him jump. A few more tears ran down his cheeks and he started running.