A/N- Hi guys! This is my first The Office fanfiction. I am hopelessly in love with Jim and Pam. It is probably very unhealthy that I am addicted to season 2 and 3 because of the agony. It makes me cry, but I love it. This is Karen's POV of her relationship with Jim, Pam and Jim's relationship, and her relationship with Pam and Jim. So please read, review, and enjoy.

Disclaimer: I own nothing, besides the most delicious gum.

Second Best

They never had a chance. That was something she figured out over time. From their very first meeting in Stamford, she had been drawn to him like a moth to a flame. She always thought it was because of his cute little smirk, the pranks he played, or the stupid looks he gave to that god awful camera. But, she later realized it was none of those things. It was the deep penetrating sadness that loomed behind his twinkling eyes.

She fell for him instantaneously, and they hit it off right away. Trying to keep up her calm and cool persona around him was impossible. So she let herself go with clever pranks, and hours spent not doing any work. They became close and she let herself fall hopelessly in love with him.

The the world imploded around her. With the branch shutting down, she gave up a much better career in New York, for Scranton, Pennsylvania. In her mind she dreamed of starting a family with Jim, marrying him, and raising a family.

However; her dreams were soon crushed. She saw it. The looks from Pam as she stared intently at the back of his neck., thinking no one was looking. The awkward way Jim acted around Pam, and Scranton in general as if something had gone down here that made him uncomfortable. And the quiet whispers between coworkers of the love triangle she had unknowingly taken part in.

Pam was obviously crazy for him. Karen saw right through her stuttered excuses. Something had happened between them that left Pam with these feelings, and Jim, what had it left him with?

It wasn't until Phyllis, that it all came together. Jim had been madly in love with Pam, but Pam was married. Had Pam felt the same way for Jim? Or had she broken Jim's heart only to find she returned his love and call of the wedding. Maybe, but how had Jim ended up in Stamford?

It was at the Christmas party that she couldn't take it anymore. So she approached him and asked him if he still had feelings for the receptionist. The slight nod he returned broke her heart to bits. To see that what she only thought to be true was true, killed her. However; she wasn't giving up, there was no way she was going to give up. She was going to fix it.

That night she and Jim talked, and the next night, and the next. They talked through his feelings that he swore were gone and the history of him and Pam. She learned of Casino Night, the kiss, the other kiss, and the decline. After reminiscing of the night, Jim grew quiet and made an excuse to go home. She let him leave because she knew he was hurting, and so was she.

She now understood it all. The hurt behind his playful irises. Pam had caused him that pain. Karen felt a wave of anger and had to hold herself back from getting in her car, tracking Pam down, and punching her as hard as she could. Why was she so attracted to wounded men? All her life she had fallen for hurt, lonely, and depressed men and it always ended in tears on her part. They used her as a shoulder to cry on then abandoned her. Jim was different; he cared for her, maybe not as much as he did Pam but enough to stick around this long. Losing him would hurt more than anything else she had ever experienced. She would not allow that to happen. Karen would save him and herself from the pain.

That night she broke down for the first time in years. It was all too much to take in. She cried for herself, for Jim, for their relationship, for Pam, for Jim and Pam, and the fact she knew she would never do the right thing, and let him go. The next day she couldn't stop noticing the glances between them, and whenever she relaxed she couldn't stop picturing them together, bringing her close to tears. She kept on a strong facade, telling the camera crew and herself that she and Jim were fine when she knew it was the opposite.

One of the worst things was that she was starting to like Pam. Pam was plain, but also funny, smart, and kind. As much as she tried not to let it happen, they became friends. She couldn't help but hate Pam, because she had what Karen wanted. Karen wanted Jim.

Karen's head was on Jim's shoulder when Pam made the announcement at the beach games. As Pam began to talk, first to everyone then directly to Jim; Karen felt his shoulder move from her head and she knew she had lost. Lost the silent fight. Her stomach turned as Pam told Jim all those things. That she had called off the wedding for him, and she missed him. She knew it was bullshit, when she said she was okay that they were together because no one could ever be. Then she knew. Even though the man she loved was with someone else Pam was okay. That was when she knew that Jim didn't deserve her. He deserved someone who loved him enough to let him go, and that wasn't Karen.

After the job interview, when he broke up with her, she wasn't surprised. That didn't mean she wasn't heart broken, but she wasn't surprised. As she sat crying on the bench, she knew that Jim had never loved her. She was just the replacement Pam. The second choice. He couldn't have Pam so he had her. That wasn't what she wanted, but she had let herself become that very thing. Then and there she knew what she wanted. No one would do this to do her again. She would never again be second best to Jim Halpert, or anyone else ever again68.

Karen Filippelli would never be second best again, but with Jim she always would be.

"There is only one real sin and that is to persuade oneself that the second best is anything but second best"

A/N- I hope you like it. Please tell me what you thought, just don't be rude. Constructive criticism is welcome.

Love, Cayology