With his mind almost constantly on his new (super cute!) curly-haired friend from the mall, Kurt completely forgot that Mercedes was spending the weekend at his house. When she showed up on Friday night, armed with a caddie of nail polish, an overnight tote and her sleeping bag, Kurt was initially surprised and then felt horrible for not remembering their plans.

Mercedes took one look at her friend's panicked face. She rolled her eyes and brushed past him into the house and down the stairs that lead to his room. "I'm going to ignore the fact that you forgot about me, but only if you tell me all about him while you give me the best damn manicure ever." Kurt's eyebrows shot up to his hairline as he shut the door and ran down the stairs after Mercedes.

"Cedes, I swear I did not forget about you!" She shot him a "bitch, please" look as she threw her stuff in the corner of his room. "Okay, maybe I did - and I am so, SO sorry - but I'm also really glad that you're here! Really!"

Mercedes sighed, but gave Kurt a sweet smile. "I know. I just wanted to give you a hard time about your boyfriend." her smile turned into a grin as Kurt's face flushed bright red. Pleased with herself for embarrassing Kurt, she looked away and started digging through the nail polish. "So, do you think I should go neon or metallic for the first day of school?"

Kurt spoke quietly, "He's not my boyfriend. He's a boy and he's my friend, but he's not my boyfriend." Mercedes looked up and saw Kurt just standing there with a defeated look on his face. She knew that look well. She used to have that look on her face during the brief time in their friendship when she wanted to date Kurt.

She put the bottles of polish down and walked over to Kurt. She put a hand on his shoulder and guided him over to the bed where they both sat down. "You wanna talk about it?"

He shook his head no, but the tears in his eyes betrayed him. Mercedes rubbed soothing circles on Kurt's back as he breathed deeply, trying to calm himself. In his head, he was belittling himself for feeling so attached to this boy he barely knew. Friends. They agreed they were friends. Kurt thought Blaine had flirted with him, but told himself that he must be reading into things - be projecting what he wanted to happen instead of what was actually happening.

After a few minutes of silence, Kurt spoke up. "I like him, Cedes. I do. But there's no way he feels the same way. I mean, we're friends, so he must like me on some level, but he doesn't 'like me like me.' But at the same time, I don't want my feelings to get in the way. It's nice to have someone who knows exactly what I'm going through, you know?"

"No, I don't," she responded softly, but matter-of-factly. "Look, before you remembered that we were having a sleepover, what were your plans for this weekend?"

Kurt lowered his head and mumbled something toward his feet.

"You're going to need to speak up, white boy."

He heaved a heavy sigh. "I was going to drive to Easton..."

"... Because?"

Wow. Mercedes was really going to make him admit how pathetic he felt. "I was going to drive to Easton to see Blaine because he asked if I was going to go shopping again and if I was to stop by and say Hi."

She raised her eyebrows at his confession. As much as she didn't want her best friend getting heartbroken over some boy, she was more afraid that he was going to over-think himself out of something good. Even if this Blaine kid didn't "like like" Kurt, there was obviously something there. Every time Kurt and Mercedes spoke on the phone over the past few weeks, she noticed that Kurt sounded happier... like some sort of weight had been lifted off of his shoulders. She had a feeling it was because of Blaine, but she just needed a way to make sure.

"Well, you're still going to Easton tomorrow." Kurt whipped his head around to look at Mercedes. A confused look was painted all over his face. "And I'm coming with you. I still need to meet this boy and you need to see him before school starts on Monday." Kurt's eyes widened. "Oh come on, I can read you like a book, Kurt!" His cheeks flushed pink and a small smile crept across his face.

"Thank you, Mercedes."

She kisses him on the cheek. "You're welcome." She smacked both of her palms on her knees. "Now, you owe me a manicure! I can't have my nails looking janky when I meet the competition tomorrow." Kurt groans and rolls his eyes. "What? You said he was your friend... Well, I gotta let him know that my friend only associates with the classiest of people."

...

Vanessa was worried when she saw her youngest son lying on the couch reading a book at 8:39 pm on a Friday. She wrinkled her brow, hoping her son wasn't sick or something. "You okay, honey?"

Blaine was startled, not by the question, but by the sound of a voice. He thought he was home alone. Apparently not. "Oh! Hey, mom... You scared me. Um, I'm fine. Just reading." He lifted his book in the air for proof, even though he knew she already saw him with it.

She crossed the room and sat on the couch near his feet. He curled his legs a bit to give her more room. "I gotta be honest, B, I'm a little worried about you. Your probably the only teenager I know who is home on his last Friday night before the new school year. And you offered to work for me tomorrow. On a Saturday. Again."

Blaine sighed. He could tell she was digging for answers he wasn't sure he wanted to give. He was worried too. Worried about starting a brand new school. Worried that even with a strictly enforced zero-harassment tolerance policy, he wasn't going to be accepted. Worried that he wouldn't make friends. Worried that he was going to keep worrying until he graduated and could leave Ohio.

His parents told him earlier in the week that they had pulled him from public school and enrolled him at Dalton Academy. He had heard of the school, but never thought he would ever go there. His mom sat him down while his dad handed him a stack of pamphlets and folders containing information about where he would likely spend the rest of his high school career. His eyes welled up as he scanned the material. His parents were still talking, but he wasn't really paying attention. He heard words like "safe" and "tolerance" and phrases like "anti-bullying" and "doing what's best for you." He finally looked up at them through tear-filled eyes only to see their eyes were glassy too. They gave him the option of if he wanted to board there or just commute from home. He immediately choked out, "Commute. I want to commute." Blaine had no friends at his new school (well, not yet, anyway); he didn't want to be without family too. He launched himself out of his chair and buried himself in the arms of his parents. They whispered soothing words of love and reinforcement and that everything would be all right as his sobs lessened to silent tears of uncertainty for his immediate scholastic future.

"I'm okay mom. I'm...," he took a deep breath, shook his head in defeat and decided to let her in, "I'm scared. I'm nervous about going to Dalton. Like, I know I'll probably be safe there, but I'm still afraid that people aren't going to like me because I'm... me." He sat up as he saw his mom open her mouth to respond, but he stopped her before she could get even one word out. "Please don't say it mom. Please don't promise me that everyone will love me, because they won't. I love you and dad so, so much and can't thank you enough for accepting me for who I am." Blaine's voice was filled with such pain that his mom couldn't help but choke out a sob. She threw her arms around him and pulled him into a tight hug. She knew she couldn't offer any words of comfort, so she hoped her son could feel the unconditional love, pride and concern she had for him. He spoke into her shoulder, "I'm just so tired of being someone else's punching bag."

They sat like that for a little while until Vanessa unlatched her arms from around her son and used them to hold him at arms length. "Listen to me. You are a smart, thoughtful, handsome boy. People who don't bother getting to know you because of who you love are assholes. Okay?" This earned Vanessa a small smile from her son. "Now, I know you are worried about going to a new school, but have courage, my little lion." She smiled and brushed Blaine's hair out of his eyes, then leaned in and gave him a kiss on his forehead.

Blaine sniffled to clear his nose. "Thanks, mom. Really."

"You know, sweetie, I know you offered to work tomorrow, but why don't you take the day for yourself? Go see a movie or something?"

He sighed and was torn. As much as he didn't want to sit on that stupid stool the whole day, he knew he had to be there if he wanted to see Kurt.

Kurt! How could he have forgotten about Kurt?

Blaine smiled to himself at the thought of his friend... Maybe he wasn't alone after all. Kurt liked him for who he was. Blaine felt a tug at his heart, finding himself wishing Kurt liked him the way he liked Kurt.

"Um, mom? If you are so insistent that I don't work tomorrow, can I still drive to Easton with you? I might have, uh, told, uh K-, a customer that I would be there this Saturday. I can go to a movie there. And maybe we could have lunch or something?

She gave her son a faux-stern look, knowing he was withholding information. She didn't want to pry, but she hoped he wanted to be at the mall for a good reason. She finally nodded, "All right. But you're driving."

Blaine smiled.

...

Kurt pulled up on the emergency brake in his car and turned the ignition off. He turned to look Mercedes in the eye. "Thank you for doing this."

She shot him a small smile. After Kurt fell asleep last night, Mercedes tossed and turned, her own thoughts keeping her awake. She didn't even know this Blaine kid, but Kurt seemed to be really into him. She still felt a little guilty from a few weeks ago when she tried to talk Kurt out of getting too emotionally involved with someone he didn't know. Kurt was right to call her out for being a hypocrite - she was the one who initially tried to convince Kurt to flirt with the boy at the kiosk. She knew she only tried to push him because she didn't think he would actually do it. But then Kurt went back to the mall a few more times without her and he did get to know the boy better. He and Blaine could relate on a level that she and Kurt never could. She was jealous, and from that jealousy spawned teasing. But last night she went too far. After almost sending her best friend into tears, she realized she needed to make things right. She didn't know Blaine, but she knew he was becoming more and more important in Kurt's life. She wanted Kurt to be happy, and if Blaine could help with that, then she had to accept him. Mercedes was worried that Kurt spending time with Blaine would ruin her relationship with Kurt. It took her awhile, but Mercedes finally realized that if she loved Kurt (which she did), then she should do everything in her power to make sure he knew that.

They hopped out of Kurt's Navigator, linked arms and strode toward the mall. Kurt had a smug grin on his face that couldn't be wiped off...

... until they entered the enclosed mall area and he saw Blaine's mom at the kiosk.

Kurt's smile fell into a frown as he and Mercedes slowed to a stop.

"I don't get it...," Kurt started with a confused tone. "I asked him if he was working today and he said yes so his mom could be with her mom... Oh, god. I hope her mom is okay!"

It hurt Mercedes to see her best friend's hopes get dashed so quickly but still be so compassionate that he completely forgot about his own disappointment to wonder about the health status of Blaine's grandma. She knew Kurt was more than just interested in Blaine; he was emotionally invested.

"Um, do you want to go, Kurt? Since Blaine isn't working?

Kurt shook his head slowly. "No, I should say something to his mom. See if she's okay."

He started waking over to the kiosk and Mercedes followed closely behind. When they reached Vanessa, her back was turned as she was putting more necklaces on a display. Though he only got a quick glimpse, Kurt noticed how beautiful they were, each featuring a small pendant at their base. He discreetly cleared his throat, trying to get Vanessa's attention.

Vanessa started to address him before she turned around, "Good morning! And how are you - oh!" She turned and found herself facing vaguely familiar faces from a few weeks ago. She thought they were Blaine's friends. "Hi there!"

"Um, hi Mrs. Anderson. We met a few weeks ago... I'm Kurt and this is my friend Mercedes."

She smiled widely, remembering the two. "It's nice to see you again. Are you two looking for Blaine? He should be around here somewhere."

Kurt's eyebrows furrowed, not catching the end of her sentence. He was more confused as to why she was so happy. How can someone be that happy with an ailing mother?

"I'm sorry about your mother."

It was Vanessa's turn to look confused. Her mother was fine and had been for a few weeks now, thank goodness. Why did this sweet boy feel the need to apologize about her mother? "I'm sorry?"

Kurt started rambling, "Oh, um, Blaine said that your mom was in the hospital, so that's why he had been filling in here the past few Saturdays... I'm sorry if I'm overstepping."

Mercedes stayed silent by Kurt's side through the whole exchange, so she didn't see Blaine approaching the kiosk from behind her and Kurt.

Vanessa saw her son approaching and tried to piece things together in her head, but was coming up short. "Oh, BLAINE told you that."

"Blaine told who what?" Blaine asked as he handed his mom a bottle of water. He the turned to see whom she was addressing and saw that it was Kurt and his friend. His jaw dropped before he could stop it. "Oh, hey Kurt! Mercedes?"

Mercedes nodded, indicating he had gotten her name right on the first try. "Hi Blaine. Nice to finally meet you." She stuck out her hand for him to shake. He looked her in the eye, then eyed her hand and shook it. As he shook it, his eyes found Kurt's and he was suddenly filled with a feeling of panic.

Vanessa watched the entire interaction between her son and his peers. She saw the way his eyes lit up when he saw Kurt, and then widened as he realized Kurt was talking to his mom who seemed to already know Kurt. He was confused, embarrassed, and smitten all at the same time. Vanessa didn't really know who this Kurt boy was, but apparently he was important to her son.

"So Blaine, since you're not working, do you want to hang out with me and Kurt today?" Mercedes addressed the boy who was still shaking her hand. Kurt's eyebrows flew up and he separated his friends' hands.

"Yeah... Um, could you excuse us just one second?" Kurt grabbed Mercedes's arm and yanked her a few feet away before he hissed, "What are you doing?"

"Asking your boy to hang with us. I wanted to meet him, he doesn't have to work, and now you can spend the whole day with him. I'm doing this for you, Kurt. Just go with it."

Vanessa watched Blaine watching Kurt and Mercedes talking. "Hey, B?" Blaine looked over at his mom. "Come here for a sec." Casting one last glance over toward Kurt, he walked over to his mom.

"I'm sorry, mom, I shouldn't have-"

She shook her head and cut him off. "Just answer one thing for me, okay, with a yes or a no. Is that boy the reason you are so insistent on working Saturdays now?" Blaine's eyes got big, but he eventually gave a small nod. His mom smiled and then she grabbed her purse off the kiosk and started digging around in it. "I want you to spend the day with your friends. I want you to enjoy your last weekend before school starts. I want you smiling on the drive home, do you understand me?" He nodded again; eyes round as saucers. He thought she would be mad, but instead she was shoving a wad of cash into his hand. "Now go."

Blaine looked down at the money in his hand, almost overwhelmed. He gave a sad smile then looked into his mom's eyes." Thanks, mom. I love you."

She smiled. "I love you too, sweetie." He turned to start walking toward Kurt and Mercedes. "Hey B!" He spun back around to face his mom. "We'll be talking about this later." His cheeks flushed. "Have fun." He pivoted on his feet and almost jogged over to join his friends, praying they didn't hear his mom.

"So," Kurt said. "Let's just pretend that none of that was awkward and we'll go from there, okay?" Everyone nodded and they walked outside.

As a group, they decided to take turns picking which store or activity they would do next. Mercedes asked for there to be a time limit for each store so that they didn't get stuck in one place too long. Blaine didn't know Mercedes very well yet, but was secretly thankful for her suggestion. Kurt rolled his eyes but agreed. "Fiiiiiiiiine. But it's so hard to try on everything when you only have 30 minutes."

Blaine insisted Mercedes pick the first store and she immediately chose Claire's because she needed new earrings for school. Though he never would have stepped foot in that store unless forced, Blaine eagerly followed the other two around, gladly offering comments and opinion when asked. It was nice to feel included. It was nice to spend time with Kurt.

It was Kurt's turn to pick next, so he opted for Nordstrom, claiming he had a couple last-minute items to pick out to complete his back-to-school wardrobe. Out of the corner of her eye, Mercedes saw Blaine's jaw drop. She chuckled as she linked her arm in his. The gesture startled him at first, but he quickly smiled at her as she leaned in to whisper in his ear. "My boy likes to shop. But that's not the only reason he's been coming here so much lately. You feel me?"

Blaine's cheeked flushed pink as he curled his lips in on each other. He hoped she was telling him the truth because it would mean that maybe, just maybe, Kurt felt the same way about him that he felt about Kurt. He wondered what else Mercedes knew. He wondered if Kurt ever talked about him. Even though she intimidated him, Blaine hoped he could talk with Mercedes later while Kurt was distracted trying on clothes.

He was surprised how soon he got what he wished for.

As soon as they got in the store, Kurt started to walk toward the men's department. Blaine went to follow, but Mercedes held tight to his arm, stopping him in his tracks. He looked down at her hand keeping him in place and shot a look over toward Kurt.

"Cedes, unhand him."

She shook her head. "Nope. You picked the store so you obviously have something you need here. I need Blaine's help picking something out for my cousin."

Kurt rolled his eyes. "I can help you with that."

"Nuh huh." She kept a grip on Blaine's arm. "Look at what you're wearing." They all looked at Kurt's outfit - impeccably tailored black pants and a perfect fitting lightweight sweater that matched his eyes. "Now look what he's wearing." Everyone's eyes shifted to Blaine. He had on cargo shorts and a Captain America t-shirt.

Kurt squinted his eyes while eyeing Blaine up and down. "Which cousin?"

"Jermaine."

Kurt pursed his lips. "Fine. I'll be by dress shirts and accessories. Come find me when you're done."

Mercedes smiled and dragged Blaine away.

"Don't I get any say in the matter?" Blaine asked as he was being dragged down some seemingly random aisle.

"Nope."

Blaine looked around and saw they were in the little kid's section.

"Um, how old is your cousin?"

"Five." They stopped walking and were now surrounded by a sea of children's clothes.

"Oh."

"Jermaine likes comic book people, but I already got him a Hawkeye action figure. I just wanted to talk to you and figured I could use your scrubby taste in clothes, no offense, as an excuse to have you come with me instead of Kurt."

Blaine was slightly insulted about her comment about his clothes, but had to admit she was right in how Kurt would react. "Um, I actually wanted to talk to you too, so this worked out nicely... Except for the part where you made fun of my outfit."

"Boy, you are too cute to be wearing that shirt. I'm not saying you need to dress like Kurt, but you could probably step it up a bit. Kurt's worth the effort." Blaine's ears burned red as he clinched his teeth and looked at the floor. "Look, he's my best friend and I've seen him hurt before. I wanted to see what your intentions were with my boo."

"I...," Blaine didn't know where to start because he wasn't 100% sure what he wanted or expected out of his friendship with Kurt. He sighed. "I like Kurt. He's my friend and I like spending time with him..."

"But?"

"But he's too good for me? I don't deserve to have him as my friend, let alone anything more! Would he even want anything more with me?" Blaine was asking questions Mercedes already knew the answers to.

"God, you two are like a broken record of self-loathing."

Blaine's eyes widened. "What?"

Mercedes rolled her eyes and leaned in close, even though no one else was in the area. "Look, I should not be the one telling you this, but since you're obviously as oblivious as my boy Kurt, I'm gonna spell it out for you. He likes you. And I don't know you that well, but I think you like him. So man up, and tell him."

Blaine's cheeks flushed bright red as he stared at the floor. "It's not that easy. He's my friend and I... I don't really..." Mercedes waited patiently for him to finish his thoughts. Blaine sighed and shook his head. "I don't really have any friends and I'm scared that if I tell him I like him, it'll get weird and ruin our friendship. As much as I like him, I just really need a friend right now. I just don't want to lose him."

Mercedes rubbed a soothing hand on Blaine's back. He just sounded so defeated. "It's okay, Blaine. It's okay. You're lucky to have Kurt as your friend, trust me, I know." Blaine looked up at her and gave her a small teary smile. "And Kurt's lucky to have a friend like you. He was lonely too, you know. Until he met you." A couple tears slid down Blaine's cheeks. Mercedes couldn't take the crying anymore, so she tried to lighten the mood. "Kurt knows I'm all sorts of fabulous, so you got a lot of catching up to do, okay?" She ruffled his curls and he smiled while ducking away. "You ready to go back?

Blaine sniffled and tried to fix his hair as he nodded. He was surprised that he didn't feel more embarrassed for breaking down like that.

Kurt was in the fitting room when he heard Mercedes call out his name. "I'm in here, Cedes! Check out these -" He flung open the fitting room door to find himself face-to-face with a bug-eyed Blaine. "Pants."

"Oh! Hey!"

Kurt was equally stunned to see Blaine so he didn't notice Blaine's gaze drop quickly to his pants and the quickly back up to his face. Those pants fit Kurt like a glove and for a brief second, Blaine forgot all about his "just need a friend right now" speech he gave Mercedes mere minutes prior.

"Um, nice pants?"

Kurt's eyebrows rose in horror. "Thanks. I'll be... I'll be right out." He disappeared into the fitting room and locked the door. Taking deep breaths, he took his time to put his own clothes back on. As he sat on the bench in the room to tie his boots, he noticed someone sitting on the floor from across his fitting room. The cargo shorts, sandals and tanned, hairy legs indicated the person waiting for him was not Mercedes. "Blaine?"

There was a beat. "Yeah?"

"You didn't have to wait for me." He stood up and opened the door, fully clothed, but with a sizable armload of garments he intended to purchase, including the pants he just accidentally showed off to Blaine. "I mean, don't you have any back to school shopping you need to get done? Or does Nordstrom not have the right kind of cargo shorts for your fashion needs?" Kurt meant for his last question to be teasing as opposed to malicious, but Blaine took it to heart a little bit. He knew he didn't dress as well as Kurt and wondered if that was something that mattered to Kurt. Like, maybe he should make more of an effort with his appearance.

"Um, I don't have to do any back to school shopping. My school has uniforms."

Kurt was confused. The other week Blaine told him he went to a public school. "I didn't know public schools had uniforms, how awful."

Blaine shook his head. "I'm, uh, transferring. My parents are putting me in a private school with, um, a zero-harassment tolerance policy."

Blue eyes widened as Kurt realized things were probably worse for Blaine than he initially thought. And here he was, thinking just about clothes. He felt guilty as he looked down of the stack of shirts and pants in his arms. "I'm sorry, Blaine. I didn't know..."

Blaine shrugged. There was nothing to be done. "I only just found out the other day. And hey, maybe the uniform will be a step up from my weekend couture?"

They both laughed and any awkwardness was diffused.

Mercedes was hanging up her phone and walking toward the boys, smiling to herself about how cute they looked together. "Hey Blaine!" He looked over at Mercedes and smiled when he saw her. "Your turn to pick."

His stomach growled. "I pick food."

...

They entered the enclosed area of the mall again. As they walked passed his mom's kiosk, Blaine told Kurt and Mercedes they could go ahead with out him and he would join them in a few minutes. He wanted to check in with his mom and see if he could get her anything since last night he had agreed to have lunch with her before his plans changed.

"Hey mom!"

Vanessa beamed, secretly thrilled that her youngest son was not one of those high school boys who wouldn't be caught dead speaking to his mother in public. She could already see a difference in his demeanor from this morning. He seemed happier, which she was thankful for. "Hey B! Everything going okay?"

He nodded and absentmindedly ran a hand through his hair. Vanessa wished he would get a haircut, but didn't dare suggest it since he was already skittish about starting a new school. She knew his hair was like a security blanket so she usually kept her mouth shut about it. "Yeah, everything's fine. Um, is it okay if I have lunch with my friends? I know last night I told you I'd have lunch with you, but..."

She put a hand on her son's shoulder to stop his rambling. "Go eat with your friends, sweetie. You're dad's working late tonight, so maybe you and I can go have dinner somewhere fun, okay?"

Blaine smiled and nodded, grateful that he had the mom he did. "Yeah, that sounds great. Can I, um, get you anything now? I can bring you lunch?"

"I'm fine, but thank you for offering." She ran a hand down one of his cheeks. "You're a good son, Blaine. I love you."

"I love you too, mom."

She smiled with pride as she watched her son navigate his way to the food court.

In order to catch the 2:05 screening of The Amazing Spider-Man, the three teens wolfed down their pizza in record time. Somehow they managed to fit in a deep discussion about equal rights and fall fashion in between bites of crust and melted cheese. Mercedes joined in the conversation when she could, but she didn't mind watched Kurt and Blaine have an animated debate about designers. She was impressed - Blaine might look like a scrub, but the boy knew his fashion.

They threw away their trash and scurried to the theater, landing in their seats just as the previews were starting. Since they were in such a rush, neither Kurt nor Blaine had time to panic before they found themselves seated next to each other in the darkened theater.

The movie going experience ended up being entirely less awkward than it could have been. Though Kurt and Blaine were each completely aware of the other boy's presence and how nice it would be to just have the other one reach over and intertwine their hands, each felt content knowing friends surrounded him.

As the credits began to roll, the three of them got up out of their seats. Mercedes and Kurt gathered their bags while Blaine, having not made any purchases, closed his eyes and stretched. Kurt and Mercedes watched as Blaine's shirt crept up, revealing a toned stomach and a trail of dark hair that disappeared under the gray waistband of Calvin Klein boxer briefs.

"Damn," Mercedes uttered. Kurt's eyebrows shot up, hoping Blaine didn't hear her.

He did, but wasn't aware that he was the reason for her comment. "You guys ready?" Kurt and Mercedes both nodded, though Kurt made sure to direct his response at Blaine's face. Mercedes nodded in the general direction of Blaine's crotch.

They walked out of the theater, Kurt elbowing Mercedes most of the way. They stopped at Vanessa's kiosk to find her packing up for the day. "Perfect timing," she exclaimed as she closed one of the sides to her booth. "Did you kids have fun?" They all nodded. Vanessa and Mercedes watched as Blaine kept looking over at Kurt and vice versa.

Kurt's phone buzzed in his pocket. "Excuse me." He pulled out his phone and turned away to read the text. It was his dad, wondering if he and Mercedes were going to make it home for dinner at 6:30. "Hey Cedes, that was my dad. We should probably leave if we want to make it back in time before Finn eats everything." Kurt smiled at Vanessa, "It was nice to see you again, Mrs. Anderson. I can't tell you enough how gorgeous your jewelry is."

"Thank you Kurt. Mercedes, it was lovely to see you too."

"Thanks Mrs. A." Mercedes gave a quick glance over to Kurt and Blaine and saw they were looking at each other instead of saying goodbye. "Hey, Mrs. A, can I ask you something real quick?" Vanessa looked a bit confused but nodded. Mercedes nudged Kurt and gave a discreet nod over toward Blaine and mouthed, "phone number." She then asked Vanessa to show her something on the other side of the kiosk to give the boys some privacy.

"Thanks for letting me hang out with you and Mercedes today. I had a nice time."

"Yeah, me too. Um, good luck at your new school, okay? I hope you feel safer there."

Blaine blushed hard. "Thanks. Me too."

"Um, I don't know how to ask this without sounding silly, but, can I, uh, get your phone number? I mean, I don't know when the next time I'll see you, what with school and all. But I thought maybe if you wanted to talk to someone or complain about your new uniform..." Kurt didn't finish the end of his sentence, fearing he already rambled on too long. His fears were quelled when he saw Blaine crack a smile.

"Yeah. No, that would be great." Blaine pulled out his phone and the boys exchanged numbers.

While they were doing this, Mercedes asked Vanessa if Blaine had told her anything about Kurt. Vanessa said no, but could tell that Kurt made her son happier than she had seen him in awhile. The two women looked over at their boys fondly. When they saw that Kurt and Blaine were finishing up their conversation, they said goodbye.

Blaine stayed with his mom and watched Kurt and Mercedes walk out of the mall. He and Kurt waved to each other, and then he turned to his mom. She was beaming at him. "What?," he asked, confused. She just kept smiling.

...

Later that night, Blaine and his mom were sitting across from each other at a Texas Roadhouse. Small talk was always easy between the two of them and they exchanged lots of smiles and laughs. Vanessa decided to test her luck and see if she could get her son to open up about something more personal.

"So you had fun with your friends today, B?"

Blaine smiled as he chewed and swallowed a piece of steak. "Yeah, I did. Thanks again for letting me hang out with them."

It almost broke Vanessa's heart to hear that her son was grateful for spending time with kids his own age. He should be doing that all the time. "Blaine?"

"Yeah, mom?"

"That Kurt seems to be a very sweet boy…"

Blaine was taken aback. That wasn't really a question – more of a statement or an open-ended remark. "Yeah…"

Vanessa was not surprised that her son didn't take the bait. She knew he was a very private person. "Look, sweetie, I didn't ask any questions at the mall today, but I think I deserve a little information here. Did Kurt go to your old school?"

Blaine sighed and knew his mom was right. She let him have the day to himself and it was only fair that he share a little bit of what was going on. "No, mom. I met Kurt a few weeks ago. He bought one of your necklaces for his dad to give his girlfriend for her birthday." He quickly clarified, "His dad's girlfriend. Kurt's, um, like me."

Vanessa figured as much, but it was a relief to here her son offer up the information on his own. "And do you like this boy?" She watched her son's cheeks flush all sorts of red, so she had her answer whether he decided to vocalize it or not.

He did, though, which sort of surprised her. "Yeah, I do. But I don't want to do or say anything that might ruin our friendship. He's the best friend I've ever had, Mom, and I don't even know him all that well. But he gets it, you know? He was bullied too." He shrugged. "It's just nice to have someone to talk to. Someone who knows what I've been through." He sighed and looked up at his mom with painfully honest eyes. "I don't want to screw this up."

Vanessa offered her son a sad smile. No one should have to go through what Blaine's been through. Knowing he had such a good friend in Kurt was a small relief, but she could already tell her son was battling to keep his feelings at bay in favor of friendship.

...

The drive back to Kurt's house started out silent, except for the sounds of random Top 40 songs playing on the radio. Kurt was concentrating on the road, bopping his head and fingers along to the music. Mercedes stared at Kurt, wanting to ask him about Blaine, but hoping he would initiate the conversation. A few more minutes passed before she casually remarked, "You're welcome."

Kurt's faced screwed up in confusion. "Huh?"

"Oh, I dunno… it's just that I said we could still go to the mall today… and then I asked Blaine if he wanted to hang out with us today… and then I made sure you two sat next to each other in the movie theater… and I know I told you to get his digits before we left. So, you're welcome."

His face flushed pink as his lips involuntarily turned up into a small smile. "Thank you, Mercedes."

There was a beat.

"He's cute, you know," Mercedes offered. "And nice. I can see why you like him."

"Blaine's just a friend Mercedes," Kurt reminded her, but his face softened as he thought of the boy from the mall. "I doubt I'll even get to see him much now that school is starting, but it's still nice knowing I have someone to talk to about stuff."

"You can always talk to me, you know."

Kurt nodded, "I know. But you know what I mean, though, right?"

Mercedes looks down at her hands and nodded. She knew he was right. She knew that even though they were best friends, there were just some things she'd never fully understand. "I know. I'm glad you have somebody like Blaine, Kurt. You deserve that."