Kurt hears Tina's words swim around his head over and over, 'It sounds like he still hasn't got his little crush on Sam out of his system.'

Kurt had rung Tina to rant about Sam setting up home on his couch and how Blaine had forgotten about their date because Sam needed cheering up. Blaine had accused Kurt of being insensitive when he pointed out that it takes time to build a new life and career. 'I mean who in their right mind believes you can just walk into top New York modelling agencies and get signed on the spot.' Kurt thought to himself.

So Kurt sits in the tiny coffee shop by his and Blaine's apartment going through little details he'd noticed but never paid to much attention to.

Like the time he went to get some ice-cream from the freezer only to find Cookie Dough instead of his strawberry cheesecake, 'Blaine honey where's the ice-cream I asked you to get while you picked up the groceries?'

'Sam doesn't like that one so I got Cookie Dough instead.'

'But you know I don't like that.'

'Oh sorry, I forgot.'

Kurt then remembers Cookie Dough is Sam's favourite.

And here Kurt was again sitting alone sipping a luke warm drink waiting for Blaine only finding out when he's late by a text, that Blaine is off doing something with Sam and will make it up to him tomorrow. Tomorrow never happens because there's always going to be a movie that Sam and Blaine have to watch or even a game or...well it doesn't matter what it is there's always something.

Kurt's heart starts to break when the thought that when Blaine closes his eyes while making love is it Sam he's thinking of.

Kurt heads back to the apartment only to find the mess left by the two before they went out. If he hadn't talked to Tina he would have just started to clean up after them but not today. Today he scrolls the numbers on his phone and his dial.

"Can I move back in?...I can't explain now but I will when I get there, I promise."

Kurt packs up his stuff quickly and calls a cab. He places his key on the coffee table along with his ring. He takes one last look at the place that was their first home. Any good memories slowly poisoned by the thoughts in his head.

Sure he could have talked to Blaine but what's the use when every-time he mentions anything about Sam Blaine dismisses him and tells him he's being ridiculous. Guess Blaine never thought he find out about his crush.

As the cab pulls away he receives a text, Don't worry about cooking us dinner we're grabbing burgers on our way back.

Kurt laughs, he didn't even ask if he could get Kurt anything. He just assumes Kurt's just sitting waiting for him.

Kurt sends Elliott a text asking if he wants to go out later. Elliott says yes and Kurt arranges to meet him at the loft, again agreeing to explain his change of address when he sees him.

Kurt loads up the elevator with his stuff and rings Rachel to meet him and help him with his unload it.

She's pleased he's home, although sad about the demise of his engagement. Kurt explains what's been going on and how he feels like he was the one who should have camped on the couch. She pulls him into a tight hug and goes off into a rant about how she is going to give Blaine and Sam a piece of her mind. Kurt laughs and tells her not to worry about doing that as it's not as if they cheated. In fact he can imagine Sam being horrified that he was the cause of the split and try to reassure Kurt that he is not gay.

Out of all their friends Sam should understand how Kurt feels, he's been there himself three times between Quinn, Santana and Mercedes. Kurt laughs again this is the fourth time Blaine's made him feel this way first with Rachel, then Sebastian and then with that Eli guy he cheated with. And now with Sam god he feels such a fool.

Kurt gets it now. So Kurt leaves the unpacking turns off his phone and heads out with Elliott. He drinks a little too much, he dances till his feet are sore. He flirts a little and enjoys the attention he's getting. Elliott and Kurt stand on the bar singing to the crowd. Kurt's glad he never gave up his friendship with Elliott for Blaine when he had a problem with it.

As they head back to the loft Elliott's phone goes off. It's Rachel telling them that Blaine been ringing looking for Kurt and was now sitting outside the entrance door waiting for Kurt to come out and speak to him like an adult. Rachel wants to know if he want's her to dump a bucket of cold water on him so he'll leave and as tempting as that is Kurt declines. He tells Rachel he's five minutes away and to put on a pot of coffee.

Kurt says good night to Elliott and heads back to the loft. Blaine glares at him pissed that Rachel one wouldn't let him wait inside and two didn't tell him Kurt wasn't there.

Blaine demands to know what Kurt's playing at just leaving, seeing as he did say sorry for forgetting their date. He lets Kurt know how uncomfortable Sam feels because of this and is talking about moving out.

"How about how I feel Blaine does that matter at all?"

"Don't be so silly of course it matters."

"Well it didn't when you let Sam move in without asking me."

"He's our friend he needed somewhere to stay. I didn't think you'd mind."

"When I suggested we stay with Rachel, you said no . You wanted it just us remember. Why couldn't Sam stay with Rachel?"

"That's different."

"No it isn't but I'm not going to argue with you about it."

"Just come home and we'll talk."

"I am home. This is where I live now."

"So that's it we're done?"

"I'm going to ask you one question and I want you to be honest.", Blaine nods, "If you found out Sam was bi or gay and interested in you in your senior year would you have even tried to get me back?"

Blaine looks shocked for a second and then he just stares at Kurt unable to answer.

"This is what I mean Blaine you know the answer but your too cowardly to say it. Let me tell you what you would have done. You would have been all over Sam in a second and when anyone would ask about me you would answer Kurt who. You would have set up your nice little apartment for you and Sam not us. But he's not gay not even close, so you settled for me. Sam still moves in and you spend every spare bit of time with him and I get the scraps when he's busy with Artie or hanging out with Rachel." Blaine looks shocked, "Oh didn't you know he's been chasing Rachel while you're in class. Yeah I think they've got a date tomorrow." Blaine looks shocked again, "He didn't mention that either. Is that when you were going to make it up to me? Well you might be lucky because after tonight I don't know if Rachel will still go. I did explain how none of this is Sam's fault but Rachel is a very loyal friend and may choose to do something with me , you know to cheer me up."

" I..I."

"Funny thing is I would have carried on the way we were. I would have comforted you when you mourned your friend moving out and on once he got a job or even a girlfriend. I would have married you totally unaware that it was only a matter of time before the next Sebastian, Eli or Sam to come along. I would have sat crying in our little apartment because you had finally found what it is you've been looking for. But thanks to Tina telling me about your crush on Sam that I realized that all this time I was second best, a stopgap till you find the one. But I'm better than that. I deserve batter than that. I will never settle for being second best."

Kurt enters his building and into the loft. He doesn't break down until he slides the door closed. Rachel engulfs him in her arms and rubs his back reassuring him that someday he'll find that special guy. Kurt wants to believe her but it's not for three years until he does.

Kurt still shares the loft with Rachel and strangely enough Sam. Rachel and Sam have been together for eighteen months and living together for a year. All three are doing well Rachel on Broadway, Sam working regularly as a model and Kurt and Elliott have a good following in New York for their band and just signed a record deal with an independent label.

Kurt on his first day in the studio is running late and as he runs in apologizing hears a familiar voice. 'Well if it isn't mister Gay-face himself.'

Kurt rolls his eyes and turns around letting Sebastian have it with both barrels. Elliott looks panic-stricken as Kurt blasts the man.

After a moment or two it goes silent and Elliott drags Kurt into the hallway. With panic in his voice as he explains to Kurt that Sebastian is one of the owners of the label. Kurt calls him a liar and marches back in to ask Sebastian.

Sebastian proves he is actually one of the owners and is going to produce for their band. Elliott launches into a million apologizes. Kurt stands there looking dumbfounded. It all goes silent again until Kurt speaks,' You must have known it was me you were signing, why weren't you there then?'

'If you had known, would you have signed?'

'No.'

'That's why. I'm not a fool, I've watched your band for a while now and you've got something special. I didn't want that to hinder a good deal, so I got my partner to negotiate it.'

'I'm not apologizing.'

'Didn't think you would. Can we get to work now please princess?'

They spent the best part of six months, in between gigs, locked in the studio making their album. Kurt didn't notice at first but everyone else did. Then one day Kurt walked into the studio seeing a small table with a crisp white table-cloth set for an intimate dinner for two,'Hello.'

Sebastian steps out wearing a suit holding a red rose. Kurt looks surprised. Sebastian then tells Kurt how he has feelings for him and Kurt laughs in his face in shock but after that they sit and eat dinner and talk for hours.

A year later Kurt leaves the loft and moves in with Sebastian.

Blaine comes back to New York after failing in LA. He's heard through the Dalton Warbler web page how successful Sebastian's label has been and decides to use his old connection to get himself a deal.

Blaine throws himself at Sebastian when they meet. Sebastian pushes him away and tells him about his relationship with Kurt.

Kurt stands outside Sebastian's office frozen listening as Blaine tells Sebastian that he doesn't have to settle for second best when he's right there in front of him. Kurt feels all his old fears resurface as he listens to Blaine remind Sebastian how it was him he always wanted and how he thought Sebastian had gone with Kurt as a substitute and how he can now have him just like he always wanted.

Kurt wants to run away but he can't move from his spot and he was glad when he hears Sebastian start to speak.

"Kurt's not a substitute for you. I forgot you the minute I realized how up yourself you are. Yes I wanted you when we first met but not for the reasons you think. As soon as I got into your pants I would have dumped you just as quick as you could pull them up. You wasn't special to me, I haven't been holding a torch for you all these years and you're only here trying to get a record deal from me and believe me sleeping with me doesn't get you a deal so stop trying."

"It worked for Kurt." Blaine bit at him.

"No it didn't. I spent months getting Kurt to trust me after what you put him through. He didn't even know I co-owned the label when he signed. Every bit of success he's had he has earned. So why would I want second best when I have the best already?"

Kurt feels tears of joy as he realizes for the first time he isn't someone's second best.