When he smiled at her, her entire world disappeared.

The colors faded out behind him, voices muffled, she couldn't remember what she was doing or why she was doing it, and her heart started beating so fast she could hardly hear anything.

Blood rushed to her face, her cheeks burned, her chest swelled in pride at having successfully made him happy, people around them ceased to exist and it was just her, living with him in the moment.

Lily called it sweet.

Ted called it love.

Marshall called it romantic.

Robin called it sick.

She was strong. She was independent. She had always prided herself in being able to provide for herself, in not needing a man's approval.

And now she could hardly function without it.

Barney Stinson was a charming bastard, and she was falling for him, hook, line, and sinker.

When she had been with Ted she had been afraid of being vulnerable so she clung to the remains of her independence fiercely. She made sure to never share anything without being prompted, hid her deepest darkest secrets, and filed away her crueler thoughts in the back of her mind where he could never uncover them.

But Barney…Barney already knew.

Barney knew about her love of guns.

Barney knew about her life as a teenage pop star.

Barney knew about her deep-seated hatred for men who wore socks and sandals.

Barney knew about her odd fascination with the Teletubbies.

Barney knew about her addiction to crappy game shows.

Barney knew about her Canadian porn collection hidden under the floorboards of her bedroom.

Barney knew about her desire to sneak into Lily and Marshall's apartment and steal all her friend's designer clothes and frame their creepy neighbor.

Barney knew about her because she had told him (and he had listened).

She had told him because he was her friend, her best friend, who never judged her.

And he loved her anyways.

Despite all her flaws, despite her insanity, he still wanted to be with her.

Even knowing all the things she had strived to hide from Ted throughout the duration of their relationship he had wanted to be in a relationship (so did she).

But now…now she had lost all control. He knew too much, he knew everything, and she had no where left to hide.

Because if he knew everything what was stopping him from throwing it back in her face? How long before he realized that she wasn't worth all the trouble? (Ted had).

He had said he wanted the trouble, that she was worth the trouble. But that was before he had experienced it. What if he changed his mind? Then where would she be?

He would break up with her, because he just couldn't deal with it (she couldn't), because he wanted to play the field (he didn't), because she was insane (she was) and she would be left alone.

Without him, her entire world would implode.

He had swept her up in his charm and she had allowed him to infiltrate every aspect of her life. Without him there would be a gaping chasm, swallowing up the remains.

And that just wasn't right.

She was more than the desperate, pathetic women in those chick flicks. She had never let a man define her before now, and she couldn't allow Barney Stinson to now.

She had to end it.

She had to end it before he did (he wouldn't) before she screwed everything up (she would) before it was too late to save herself (from what?).

Barney Stinson was the only man who could make her feel the way Marshall and Lily do, the way Ted had felt about her. Yes, Barney Stinson was the only man who could make her lose herself.

And she couldn't allow that to happen. She needed herself, and she needed his friendship, and she knew if they kept going like this, at this whirlwind pace, soon there would be nothing left of her. And then there would be nothing left of them.

He would thank her later (he wouldn't).

He would understand (she didn't).

She was doing it to save them from themselves, because they would inevitably self-destruct (they wouldn't).

She was doing it because she was scared shitless (so was he).

She was doing it because she was in love (so was he).

And she hated it (so did he).