A/N: The story takes place pre-pilot.

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Serena layed spread out under Nate's blue bedspread, her effortlessly long legs, exposed above mid-thigh thanks to the patterned J. Crew boxers that he had loaned her, tangled into his sheets. Nate watched her as she closed her eyes, pools of navy blue disappearing under her lids. Her pale blonde hair was fanned onto his pillow, and it framed her face. In history class at St. Jude's School for Boys, Nate's teacher had gone over all of the ancient Greek gods and goddesses. He couldn't help but think that Serena reminded him so much of that beautiful one- what was her name? Aphrodite? Nate wasn't sure, but he knew that she the prettiest girl that he had ever met.

He moved towards the bed, and layed opposite of her on his back, taking a few minutes to just watch her. "So, S," He finally spoke, "Does this mean you're staying here tonight?" He watched her eyes fly open, the navy color reappearing, and rolled onto his side to face her.

"Is that okay?" She asked, suddenly unsure of her comfort level in the Archibald town house. She had shown up at Nate's door two hours before, as sullen and sad as ever. The look on Nate's face had changed in a split second from the general excitement that he usually felt when he saw his best friend, to worry when he saw that she was upset. Lily had run off to Austria with husband number three without warning (again..), and after getting Erik to a friend's house, she had walked seven blocks and found herself on the stoop of Nate's brownstone. He had let her in immediately after answering the door. His parents were at the opera that night, and the staff had left after dinner time, so when she had walked in, she lead him to his empty kitchen and wordlessly popped two cinnamon and brown sugar pop tarts in the toaster. She preferred the Archibald house like this, empty with the exception of Nate. She and Nate each ate a pop tart before he had asked her what was wrong. Telling him had brought the tears back into her eyes all over again, and instinctively, he reached to give her a strong, warm hug before leading her upstairs to his bedroom in his private wing. Nate's house had for some reason always felt more like her home even more than Blair's, or even her own penthouse. She had grown up there, as she and Nate had known each other since they began preschool together at Park Avenue Presbyterian. She wasn't sure why Nate's question had somehow made her feel unsure- of this, especially after he had offered her clothes to change into.

Her doubt was quickly resolved and replaced with an easy calm when he constricted his forehead at her, making thin wrinkles appear and shifting his golden hair before replying, "Of course, Serena." She smiled in return, and snuggled back into his mound of pillows as he added, "I want you to."

Nate eased himself under the covers with her and reached across the sheets to place his hand on Serena's side. "Are you sure that you're okay though?" He asked with a small half smile. He hated Lily for being such a crappy mother sometimes. When they were little kids, Lily's absence had seemed less of a problem as Serena didn't really understand, and was content simply going on weeklong play dates at Nate's or Blair's while Lily was away. As Serena got older though, the void of her mother's presence was filled with more sadness and loneliness. She had taken to the new party scene that was slowly being introduced to them, as well as the rest of their seventh grade class. He knew that Serena wasn't completely okay, and it was doubtful that she would ever admit it to him or anyone else, but he wanted to make sure that she was at least comfortable. He wanted to make her happy in whatever ways that he could, because he knew that his best friend deserved some happiness. Though on the outside, the beautiful and wealthy girl seemed happy, she longed for a family, a real one, like the ones that her friends were a part of. Nate knew all of this, and he did his best to offer her his best friendship in replace of the stable family she longed for.

The small smile on her soft, pale face returned as she looked back at him and replied, "Yeah, Natie, I'm okay now." She touched her hand to the top of his while it remained rested on her side, and then mirrored his placement on his side.

"You haven't come over here to hang out in a long time," Nate commented after the silence had set between them. "You're with Blair a lot." He added.

"So are you!" She retorted, wiggling her light eyebrows at him.

She saw Nate's face grow a shade that she was almost certain was a pink flush. "If we're both always with Blair, then I can't understand why we're barely together." He told her after the flush left and he face grew serious.

"I think that Blair has a crush on you." Serena smiled, acknowledging the obvious. Blair's crush on Nate was about a half decade long, and lately she'd been telling Serena regularly that she wanted to make Nate her 'official' boyfriend. The thing was, if Serena was being honest, she had a crush on Nate for about the same amount of time, and she was also (along with Blair) Nate's unofficial girlfriend, so why did Blair get to make Nate hers? Blair said that she and Nate belonged together all of the time, and Serena often wondered how she was so sure about that.

"You think." Nate replied, sarcastically lifting his eyebrows. Blair hadn't been exactly stealth about her crush. On the previous Valentine's Day, Blair had given Nate an impressive chocolate gift, but had signed it as a secret admirer. It took him about a day to figure out that it was her, and that was only because he was too busy for the majority of the day eating his way through the Valentine's Day special edition box of pop tarts that Serena had given him.

"And you like Blair." Serena supplied. She wasn't even sure why she was discussing all of this with Nate. It wasn't like she didn't always get an ear full of it from Blair, and also it wasn't the best idea to discuss another girl with the boy that you kind of sort of liked, maybe loved. Serena knew that she should just go to sleep, and climb out of the dangerous waters that she was swimming in, but she was too intrigued to stop, too far deep to just hop out of the water.

Nate was quiet for a few moments, as if contemplating Serena's statement. Okay, he did like Blair, but that was because she was one of his best friends. She was also beautiful, with her short and thin figure, fox like face, and dark features. There was something missing, though, in the whole equation, but Blair was perfect on paper, so why shouldn't he like her? "A little bit." He finally settled on replying.

"Oh, come on, Natie." Serena pressed. She knew that Blair was obsessed with the idea of a BlairAndNateForever, but it seemed like Nate had been playing into it lately. She could count a few occasions that she had walked into Blair's to find them hanging out, and since when did Blair and Nate hang out without her. Sure, Serena had been making a few new friends, a rebel named Georgina Sparks for one, but it was still weird to see them together alone. "Are you going to be her boyfriend?" She finally asked.

Nate's eyes immediately widened, and he managed to sputter out a "What?" He was too caught off guard at the word 'boyfriend' -especially from Serena's mouth- to say anything else. Sure, he had heard it before, from his parents ("You can date the Waldorf girl, play lacrosse, go to Dartmouth, and major in political science, Nathaniel."), and his friends ("Dude, did you notice Blair across the courtyard staring at you? Why don't you date her? Or Serena, God she's hot."), but now Serena was saying it too? "You want me to date Blair?" He asked her to clarify.

Now it was Serena's turn to be caught off guard. She looked at him through eyes that were tired from crying and lack of sleep. Hell no! She did not really want Nate to ask Blair to be his girlfriend, because Nate was hers too. She loved Blair, but why should she win? This was what Serena struggled with the most with Blair. She really wanted Blair to be happy, and she wanted Nate to be happy, but why couldn't the three of them be happy together? "Well, I... I don't, like, not want you to date Blair..." She stuttered. If they could be happy together, without her, she wanted that for them. It would just be another in a long line of rejections.

Nate was quiet, but the hand resting on her body began to draw circles, and he let his fingers dance down her side. "I just... Doesn't that feel kind of final to you? Kind of like being trapped?" He managed to say. He wasn't sure if he was making sense. He was twelve years old (thirteen in another month), and he wasn't sure if he was ready for a serious relationship. Blair was a total romantic, and he knew that dating her would mean being in it for the long run, and that was way too scary for him to contemplate.

"I know what you mean." She assured him. With all of Blair's marriage talk (Blair Cornelia Archibald), how could she not understand? In truth, though, after hearing Blair's rants about her future husband, Serena had tried writing her name on a little piece of paper too, and she found that she liked it better written as Serena Celia Archibald.

"It's just," Nate started for further clarification, "do you ever feel like you're constantly doing things to make other people happy?" He asked. (Get good grades, be MVP, be the perfect van der Bilt boy). "Sometimes, I just want to relax and be me, and get what I want." He went on.

Serena understood wanting something that she wasn't supposed to have. God, she thinks that she understood better than anyone. "And what is it that you want, Natie?" She asked quietly, because their conversation was getting even more serious, and she was having trouble keeping her head afloat as the water as getting deeper.

His fingers stopped tracing her body, and he looked at her for awhile. He took in her pale blonde hair, unruly by now, but still effortlessly beautiful nonetheless. Her blue eyes that matched his so perfectly. Her long, lean body, that all of the boys at his school lusted after. She was looking at him too. He was starting to get pillow hair, which she found to be adorable on him, paired with his hooded light eyes. He was so perfect; she just couldn't help the small smile that was forming on her face. His hand gripped the back of her (his) t-shirt and gently pushed her in towards him. He lifted his head to hers, and she instinctively shut her eyes as he chastely pressed his young lips on hers. This kiss was short, and afterward he looked at her with a mixture of cute nervousness and awe.

She finally broke the silence with, "What was that?" Sure, they had kissed before. Once after too much to drink at Chuck's first party, and countless times as young children, but there was something different in this kiss.

He was taken back. Did she not want to kiss him? Was she mad at him? Was she going to leave? He didn't want her to leave. His hand went back to rubbing her side to comfort not just her, but for himself too. He didn't know how to answer, and he left the room quiet before a loud swallow and finally quietly stuttering, "What- What if I want... Something like... Something like that?"

"Blair would be hurt." Serena immediately replied, and for the life of her, she had no idea why. Here she was, getting exactly what she wanted, and she was still worried about protecting Blair.

Nate's eyes were downcast, and he felt bad. Was Serena turning him down, or? "I don't want to hurt her, but..." I want you. He wanted to say.

Serena didn't want to hurt Blair either but something about the look in Nate's eyes was telling her that she was hurting Nate too. So who should she choose to hurt, who should she choose to be happy. She licked her lips, because now her throat was dry and she wasn't sure if she was making a bad decision, and she couldn't blame this on alcohol (which had been her newest hobby). She just wanted to be happy. She moved her hand to the back of Nate's neck and drew his lips back to hers. She pressed in harder this time, more sure, and she felt his lips form a smile against hers and his hand move to her back, pushing her closer against him.

Her hand moved to his cheek, and she was pressed against him as she opened her mouth, silent and wordlessly asking him to do the same. Nate slipped his tongue in her mouth and moved one of his hands to her hair, bringing her even closer to him.

Nate was perfect, not like all of the other boys that Serena had kissed. Their tongues moved together in a perfect rhythm. Nate wasn't too aggressive with her, and his mouth moved slowly, in an almost passionate way against hers. Her hands roamed around his body, and she felt his tightly toned arms and chest. His skin was warm under her touch, and she could feel him pouring feelings into her. Nate had always been her best friend, though upon reflection, she knew that there was much more to it. The way that her heart beat much more rapidly when he was around was an indicator to her that he was more than just a friend. Their few previous stolen kisses, roses on Valentine's day in kindergarten, the looks that he'd give her when she was sad, the way that they'd always wind up holding hands when they were alone.. She had always known that their relationship was something more than friendship. The first time that Nate had kissed her that night, her mind kept screaming "Blair. Blair. Blair." It was saying something different now, though, it was like Nate had said earlier, sometimes he just wanted to get what he wanted. He just wanted to relax and be happy. Serena wanted the same thing, and finally getting what she wanted meant continuing to kiss the beautiful boy that was in bed with her.

Nate didn't want to stop kissing Serena. Ever. He felt her hand slip underneath his t-shirt, and followed her lead. He ran his hand up her exposed stomach, and dropped his head to kiss her neck. It didn't get any better than this. He thought of all of the girls that he had kissed before at school mixers or parties. None of the previous kisses that he'd shared with any girl, even the ninth grader from Nightingale's , compared to Serena's. He'd move his mouth aggressively and selfishly do whatever he pleased with other girls. With Serena, it was much different. He was careful about his movements and touched her reverently. He pulled his mouth off of her, and took in the sight of her. Her eyes were closed, but after a moment without Nate's lips touching her, she opened them, revealing her slightly glazed blues. He smiled at her, a soft and shy boyish smile, that Serena could resist returning before leaning in to steal a quick peck. "I could kiss you forever, Serena." He said dreamily. He couldn't get enough of her. He always thought that having such a beautiful best friend was so hard. He hated watching his teammates flirt with her after she'd watch him play a lacrosse or soccer game, and he hated when his friends, Chuck Bass unparticular, (who felt so cool after being the first to lose his virginity last year), talk about how sexy they thought that her legs looked in her green seersucker skirt. He hated all of that because he wanted her to flirt with only him at his games, and he wanted to be the one to touch her gorgeous legs all the time. He couldn't wait for the looks of envy that he would get from his classmates when he would walk around their small quad at the lower school with his hand in hers. He couldn't wrap his head around it. He wanted to kiss her all night long.

And they did.

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The next morning Nate's housekeeper woke them up at an extremely ungodly hour because Nate had a Saturday morning practice. He leaned in after the housekeeper had shut the door and kissed her good morning. He was unable to keep the goofy smile off of his face as he got dressed. Serena stayed in his bed and slept the rest of the morning away with thoughts of perfect Nate and his perfect kisses.

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Blair called before noon, and asked Serena to come over. She neatly folded Nate's clothes that she had worn for the night, and replaced them with her clothing from the previous day.

Blair was none the wiser about what Serena had been doing the previous night, and of course there conversation launched into her latest plan to get Nate to be her boyfriend finally.

Serena remained quiet, too afraid to speak because of the lump forming at her throat, and the guilt sitting at the pit of her stomach.

"This has to work, S, just help me out. Chuck's having a party on Friday, and it can't be that hard to get him alone." Blair was continuing on with her master scheme.

Serena wondered what the hell she'd been thinking. Blair would never forgive her. There was no way that she could have Nate and still have Blair. It was impossible. It didn't matter that she loved Nate, because Blair loved him too. And Serena loved Blair. But who did she love more?

Her thoughts were interrupted by, "And... Serena, are you listening? I called Nate last night and he wouldn't pick up. He always answers my calls. What do you think he was doing?" Blair continued without leaving time for Serena to answer.

This was bad, really bad.

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On Friday, Blair insisted that she and Serena go to Chuck's early to help him make sure that everything was set up. Serena obliged, and while Blair and Chuck handled all of the planning, Serena made herself a martini.

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The party was in full swing when Nate finally arrived. Blair was occupied in the kitchen, and missed Nate's entrance. He made his way out to the balcony where Serena was standing outside alone.

"Hey you." He smiled, and with a hand on her lower back as she turned to face him, he kissed her sweetly. She gave a half smile and tucked a stray strand of pale hair behind her ear.

"Why are you outside all alone? That's not like you." He observed.

"Just thinking." She told him, before facing back to stare out at the city.

"Wanna come inside with me?" He asked, and gave her a quick kiss on the cheek. He hadn't been able to stop thinking about her all week. Though he'd been pretty busy, he didn't understand why they hadn't seen each other. He'd felt like she was dancing around him, or avoiding him, but why would she do that.

She turned to face him with a sad look on her face. "You should go find Blair. I think she's in the kitchen with Kati." Serena tiptoed from his question. She was really avoiding looking at his face, because she knew that she would want to kiss him, or maybe she would cry. She wasn't sure.

"I want to hang out with you though." He said slowly, because he was getting really confused by her demeanor.

She kept her face focused on his light Brooks Brothers khakis. "Go hang out with Blair." She didn't want it to come out as cold, but she felt cold, and her heart was kind of breaking. She walked passed him, "I promised Devin that I'd hang out with him tonight. Have fun, Nate." She continued inside without looking back. She couldn't look back. She couldn't see the look on his face. She knew that if she looked at him, she would go back out there and tell him that she was sorry, and she didn't mean it. She would tell him that she didn't want him to go hang out with Blair, and she didn't want to spend her time with another boy, but she didn't turn around.

Instead, she walked up to Devin and placed a kiss on his cheek before entering the conversation around her, and avoided Nate for the rest of the night.

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She wasn't surprised on Monday morning when Blair entered the courtyard at school with a bright smile on her face and her hand in Nate's.