A/N: This is an AU if Kurt had never visited/transferred to Dalton and consequently never met Blaine. Most of the differences will come out during the story, but a few that should be pointed out to begin with, because they aren't as readily apparent. Number one: Kurt got in to NYADA on his first try. Going back and rewatching Kurt's performances, with the exception of 'Le Jazz Hot' all of his pre-Blaine performances were extremely simple, raw, and heartfelt. (Think Rose's Turn, I Want To Hold Your Hand, Defying Gravity, Home). Conversely, post-Blaine he started bringing out more blatant showmanship (think "Some People," "I Am the Greatest Star" and "Not The Boy Next Door"). I like to think that all of Blaine's furniture-jumping, enthusiastic dancing, and show faces kind of wore off onto his boyfriend. So, in this AU, Kurt gave a simple, heartfelt, raw audition and got in first run (so did Rachel, though that's just based on making things easier).

Number Two: Because Kurt never transferred to Dalton, he and Rachel never had that nice little moment of friendship at Regionals, nor did he go to her for girl time regarding Blaine - they would still have been rivals during all the Finchel drama and he would have sided with Finn.

Anyway, enjoy!

It's official. Kurt Hummel's life is an unmitigated nightmare. High school had been an absolute cesspool of intolerant jackasses and bitchy cheerleaders. He thought he'd escaped all of that, though – he'd made it to New York, made it into NYADA, and had – foolishly – assumed things would get better. Who had he been kidding? There was no silver lining to his unending torment.

Instead, he's sitting in Carmen Thibodeux's office, praying that he heard her wrong, and fairly certain that he had not. He knows that it's unattractive to leave his jaw hanging wide open. Right now he's unable to care, or do much about it.

"You're holding me back?"

"No," Carmen says, very slowly. She sometimes seems to do everything slowly – not lazy, but deliberate. Right now, she blinks at him, two slow blinks and an unwavering stare. "It's only two classes, Mr. Hummel. Your grades in dramatic theater and singing were passable. However, I simply cannot permit one of my students to proceed in the comedic theater or dance with marks this low."

"But Ms. July hates me." Kurt hates the whining, petulant tone that he can hear in his voice.

"Ms. July hates everyone," Carmen says dismissively. "Mr. Hummel, you should be grateful that you are on probation, rather than removed from the school. I have never, in the history of my tenure at NYADA, permitted any student to retake a failing course. This is a privilege."

Kurt bites back his words – he has to, or he knows Carmen will throw him out – and nods, bitterly, instead. Carmen motions to the door – she's a little too polite and restrained to actually throw someone out of her office, but he knows what a dismissal is when he sees one. So he grabs the sheet of paper off her desk that holds his new class schedule and strides – albeit swiftly – to the door.

It's not until he's outside that he looks at the schedule. He soon realizes that it could be worse – his two repeat classes are sandwiched in the middle of the day. He'll still be with the sophomores in the morning and the afternoon, and Friday he has no freshman classes at all. At least he'll be able to begin and end each day without feeling ashamed.

Unfortunately, his early morning meeting with Carmen had cut right through his Drama III course, and he has to head in for dance with the freshies. He takes a deep, fortifying breath, before walking quickly down the hallway.

NYADA is a tiny school – it only allows in 15 students a year, for a total school size of around 55. Kurt knows 40 of those other people, and he spots many of them as he walks down the hallway. Unlike his other peers, however, who are still hugging, kissing, and chatting about their summers, he elbows his way down the hall in silence. He isn't any better liked here than he was at McKinley. He supposes he should be thankful that at least here he isn't hated, or bullied for his sexuality. Sometimes he thinks the fact that he isn't noticed at all is a little more hurtful.

He's almost to class when a heavy hand lands on his shoulder and spins him around. Kurt considers pushing through, anyway, but he recognizes the familiar feel of the hand, and it won't do him any good to push away one of his few friends.

"Hey there, champ!" Kurt smiles weakly back.

Adam is two years older than Kurt, entering into his senior year at NYADA. He's tall and good-looking, with sparkling blue eyes and the kind of roguish dirty blond hair that falls into his eyes, even when he's wearing a hat. He's friendly and beyond kind – one of the few students able to push past Kurt's initial shyness and standoffishness.

"Hey, Adam."

"How was Ohio? Your dad doing all right?"

"He's doing really well," Kurt admits. "The cancer really does seem to be in remission – thank goodness they caught it so early."

"I'm really, really glad to hear that, Kurt." Adam's eyes are shining with sincerity. Kurt feels a wash of goodwill, and when he smiles back it isn't as forced.

"Thanks, Adam. You want to get coffee after class today? I can't really talk right now – comedy starts in a minute."

"Sure!" Adam says. His smile quickly fades into a frown, however. "Wait. . .comedy? Only freshman take that."

"Only freshman and the inestimable Kurt Hummel," he says dryly. "I'll explain at coffee. Have a good day!"

With that, he turns and enters the room, unsurprised to see that he is the last student to enter. Freshman are notoriously eager to please. There's only one chair open, and he slides into it. The other freshman are peering around at one another. Kurt remembers the feeling – the intimidation, the fear, the unwillingness to risk putting oneself out there on the first day. He remembers thinking that everyone else was more attractive, more outgoing, more charismatic. He almost thinks that again – everyone is insanely attractive at NYADA – Carmen Thibodeux is a supporter of character actors, but her biggest concern is getting people hired – so it's no surprise that most people admitted are extremely attractive.

This crop seems on par, Kurt thinks, as he glances around. Eight boys and eight girls, a mix of race, but every, single one, a beauty. It's easy to see what some will major in: one boy is wearing a thick pair of glasses, and dressed entirely in black – a wannabe director, most likely. The impossibly slender girl is a dancer. The boy with the massive chest is likely in opera. The rest of them are more generic – more musical theater, or drama students, then.

The door opens suddenly, and a flurry of movement catches Kurt's eyes. It's not the comedy teacher – having taken the course before, he knows that the professor always enters from the side door near the back. Sure enough, it's not a fifty year old man with a too big nose and ridiculous orange hair who walks in, but a flustered-looking young man in a pair of well-cut jeans and a simple black sweater. He looks around the room, but doesn't sit – he continues to fidget but doesn't move from his spot by the door.

It only takes Kurt a moment to figure it out. Fifteen new students in each class, and fifteen seats for this one. He's the interloper, not the other boy. There isn't a seat for him, because he isn't supposed to be here. With a sigh, Kurt stands up.

"Sit here," he says. The boy glances at him quickly, and Kurt gulps. It isn't that the boy is any more attractive than the other students at NYADA – Adam is adorable, obviously, and Kurt is pretty sure that Brody Weston has the eternal honor of being the Hottest Man alive. And this one is short, and his hair is frankly ridiculous, his nose is kind of blobby, and his eyebrows are in desperate need of some shaping. . .

But his eyes. His eyes are a golden, honey color, and framed by long, thick lashes. And right now they are focused entirely on Kurt.

"I couldn't," the boy says. "I'm the one who was late. Please, sit down. I can just stand."

He fit actions to his words, shuffling over to stand beside one of the desks. Mr. Ranjit, the teacher, always pushes the desks to the back of the room, to form a circle of chairs. Today, the late student places his bag on top of the desk, and leans a little awkwardly against it.

"Hi," he says to the room, his tone bright and pleasant, and a huge grin across his face. Kurt feels slightly relieved when he sees that grin. It's a smile that he's very familiar with – the leading man grin, that so many of the students in NYADA wear. It's the grin of musical leads, soloists in choirs, homecoming kings and student council presidents. It's the spoiled rich boy grin of someone who received piano and voice lessons from an early age, and equestrian lessons if so desired. It's the grin of someone who has always had it easy, and will continue to have it easy, while people like Kurt have to struggle for even the tiniest of successes. It's easy to forget a pretty pair of eyes when the same face carries with it that shit-eating smile.

The other students mumble their own greetings back, and some of the brilliance fades from the boys face. He meets Kurt's gaze, and the smile returns, full force. "I'm Blaine." He says.

"Kurt."

He'd debated, for half a second, not responding at all, but his father has instilled in him good manners, and he doesn't want to dishonor his dad. He's saved from any further conversation, however, as Mr. Ranjit enters the room.

Mr. Ranjit should be a funny person. He teaches Comedic Acting at New York's premier theatrical school, and he certainly has the overstated, overbroad looks necessary for a comedian. He certainly understands funny – Kurt will give him that much – but the man himself is as humorless as a rock. Still, the instant he walks in the room, all of the freshman sit up a little straighter. A few of them have notebooks on their laps, and as the diminuitive man wanders toward the center of the room, they lift their pens, poised to write down any and all of his words.

Mr. Ranjit freezes in the center of the room, staring at all of them. His gaze finally alights on Blaine. "Why are you standing?"

"I'm sorry, sir," the boy says, sounding abashed. "There weren't enough chairs."

Mr. Ranjit counts the chairs, ending with fifteen – and also with his eyes on Kurt. "Mr. Hummel," he says drily. "I was under the impression that I was no longer to have the. . .unique. . .pleasure of your company."

"Well, Madam Thibodeux was of a different opinion," Kurt replies. "So I'm back. Again."

"Oh, joy." From someone else's lips it would have been a droll and humorous opinion. From Mr. Ranjit it was nothing of the sort.

He has them pair up for exercises, taking the opportunity to acknowledge that its easier to do so with an even number of students. Kurt is paired with a short, Filipino girl that seems oddly familiar. It turns out that she is as much a failure as he at comedic acting.

Which is stupid, Kurt thinks. Mr. Ranjit starts out with the same lesson he used last year, which is physical comedy. In his drama class, Kurt is constantly praised for his nuanced portrayals, for his ability to be subtle and still powerful. All of that is, of course, anathema to physical comedy. Mr. Ranjit tears him down. Of course, most of the others aren't any better.

Until it's Blaine's turn. He, of course, receives accolade upon accolade. Kurt seems to be the only one who realizes that it isn't even talent – he just has the kind of exaggerated features that lend themselves to the broad actions of prat falls, banana slips, and butter slides. His eyebrows arch in a hilarious way, his already-big eyes are easily widened, and his mouth forms a near perfect "o" when he desires. The only talent is that which came to him from a lucky gene pool.

When class ends, Kurt is the first one out. He hurries past the freshman without a word, putting as much distance between himself and their newby scent as possible. But, of course, his next class is Dance, which is also with the freshman. It doesn't actually do him any good, hurrying ahead of them, since all that happens is that he is stuck waiting for them in the dance room. He begins stretching, making certain that he has a prime spot at the barre.

They trickle in slowly after him – it's no surprise that the little Filipino girl is walking alone, nor is it a surprise that Blaine is walking arm in arm with one of the prettier freshman, while gesticulating wildly to another pair walking behind them. Lead in a musical and homecoming king, Kurt thinks.

He studiously ignores all of them as they mill around in the center of the studio. None of them know what to do – he can remember the first day, walking in to a dance studio without a teacher. He wonders if Cassandra is even sober enough to show up.

"Kurt, hi, what are you doing here?"

Kurt clenches his jaw as Brody Weston, wearing a loose pair of sweatpants and a very tight black tank top, strides over. It probably isn't fair for Kurt to say – he barely even knows the other man – but he loathes Brody. Not just because he has easy good looks and everything comes easy, but because there's something inherently sleazy about him. When he and Rachel had first arrived at NYADA (back when Kurt was still secretly harboring the hope that their very fragile friendship might bloom in New York) he had been leery of Brody – he seemed to come on a little too strong, and was a little too polished. That was enough to make Kurt warn Rachel away from him – Rachel, after all, was a bit of an idiot when it came to love (when it came to a lot of things, really) but she'd fallen for Brody hook line and sinker. And then she'd started changing, and their fragile friendship had disintegrated to nothing, really, and. . .

Yeah. Kurt really doesn't like the guy. Still, he is in an acting school, and Kurt is nothing but a consummate actor. So he unclenches his jaw and plasters a small smile on his face.

"Hi, Brody," Kurt says. "It turns out that when Ms. July was threatening to fail me, she was quite serious."

"Oh, man, that's a bummer," Brody says apologetically. It clearly doesn't bother him too much, however, as he claps his hands, and turns to the freshman. "Hi, freshman!" He greets them. "I'm Brody, and I'll be your TA for the class. Let's get started with some stretches so that we're nice and limber for Ms. July."

Kurt proceeds to ignore the rest of the class. Brody is a skilled dancer, he'll admit that, but he's also memorized the warm-up stretches. He begins working his back – he's got great flexibility in his legs, but sometimes his back feels like the vertebrae are all tangled up together instead of slotting, one by one, into place. Occassionally he glances back at the freshman.

The ballet dancer is lazily stretching, also ignoring Brody, and one of the kids must be a b-boy, because in the middle of a stretch he'll flip his legs over his head and just hold a pose before shifting back into the stretch. It all seems effortless, but Kurt knows that he could never hold himself up like that. The rest of the freshman, however, are struggling. Kurt particularly enjoys watching Blaine, master of prat falls and banana slips, being unable to curl around his toes.

Fifteen minutes on the dot the door to the back of the studio opens and Cassandra July walks in. The freshman scramble to their feet, only the two dancers managing to do so without looking and sounding like a herd of elephants. Kurt takes a moment longer, trying to establish some sense of seniority. He thinks that he's managed it – until, of course, Ms. July sees him.

"Oh my God, I'm stuck here with Ru Paul again," she says. "You here to learn the girls' choreography this year?"

Kurt just blinks at her, confused. First Mr. Ranjit and now Ms. July. . .neither seemed to have any idea that they'd failed him. Granted, he'd gotten Cs in both of their classes, which anywhere else would be a passing grade, but surely they knew that Carmen considered a C to be a failing mark – it wasn't like either of them was a new teacher at NYADA.

Fortunately, Ms. July never expects a response to any of her insulting questions. Instead of waiting for one, she claps her hands and orders all of the students to the bars. The next fifty minutes are an exercise in humiliation and torture as she wanders around with a riding crop, whacking a student hard on whatever body part is refusing to bend or contort in the way that she expects.

They're lined up by height, with Kurt's Filipino partner at the very front. She's not fat by any means, but she has a round face and a slightly stocky body. Ms. July watches her more than anyone else, and Kurt winces when he realizes what's coming. Last year, Ms. July's first victim had run off crying and had dropped out of NYADA within the first week. Kurt just hopes that the Filipino girl – and he might as well begin calling her by name, because he'll be having class with her for the rest of the year – he hopes that Sunshine is strong enough to handle it.

Sure enough, when there are only ten minutes left to class, Ms. July appropriately turns off the music. "No, no, no," she says. "Here's the thing, freshman dung. You all need to learn to dance." She pauses for a moment, almost considering. Her cat-like eyes narrow further, before darting to the ballet dancer. "Except for you. You dance beautifully. Too bad I can't say the same about your face – clearly you were in a horrible face-on collision." Kurt is slightly impressed when the ballerina doesn't even respond to the sharp-tongued insult. In front of him, however, there's a shifting of one of the other students. Ms. July clearly catches the movement, but surprisingly ignores it. "You all need to learn to dance because, frankly, you aren't good enough at anything else to make it in this town. You need to be a triple threat, and it's my job to get you there. But there is nothing, nothing that I can do when you're an ugly tub of lard. Even I can't make a cheesecake look like a delicate pastry." She pauses her tirade, and pokes Sunshine in the stomach with her crop. "You, honey, better stop eating and start puking." Her voice drops a little. "If you can afford NYADA's tuition, I think you can afford a little lypo, don't you?"

Kurt can't see Sunshine's face, only the back of her head. He does, however, have an easy view of her shoulders, which have dropped and are slightly shaking now. He can imagine her face – he's seen it mirrored a thousand times at NYADA – the wide eyes, shimmering with tears, the abrupt realization that being the best in high school doesn't even make you competitive in New York. Sometimes he thinks that the point of NYADA isn't to make dreams come true, but to make certain people give up – the ones who don't have hard enough skins, the ones who can't face rejection. It's not fair, but he gets it.

"I think that's enough."

Kurt's head jerks to the side. In a full year at NYADA he's only seen one student stand up to Ms. July, and that was Rachel – Rachel, who somehow always had a steadfast faith in her own stardom. But today, it's Blaine of the stupid physical comedy, who can barely touch his own toes in dance and was too short to partner the girls. He's no Rachel, is the point. He's not as talented and, Kurt guesses, he's probably not as smart, since Rachel had at least known enough not to provoke Ms. July on the first day. He tries very hard not to roll his eyes.

"Enough?" Ms. July leaves Sunshine and heads toward Blaine. Kurt can't see his face, either – for the first time he wishes that he were a little shorter, because this is going to be so, so good. "Enough? What are you going to do, Frodo, take my jewelry and throw it down a volcano?"

Kurt is slightly surprised when Blaine doesn't so much as flinch. Instead, he just crosses his arms and seems to raise his chin a little higher. "Body dysmorphia is a serious problem," the boy says, his tone modulated and clipped. "It's a horrible thing to encourage a girl – to encourage anybody to self-harm in that way."

Ms. July's barked laugh is horrible – short and dark. She leans forward a little, eyes squinted, mouth drawn tight. Kurt is almost afraid – okay, honestly he's really mostly excited – that she's going to actually slap someone, when abruptly she pulls back, a disarming smile on her face.

"You're right," she says. "I can't imagine what I was thinking." A long pause. "I can't call you Frodo, can I?" A longer pause, and her smile turns twisted and cruel. "Frodo, after all, was a leading character. You're nothing more than Samwise – a stupid, irritating tag-along. I bet you were real popular back in Kansas, weren't you? But now you're in New York, and I hate to break it to your shortstack, but you don't stand a chance in hell. You can't dance, I've already heard about your poor breath control, and the saddest thing? Even if you were talented – which you aren't – you're too short to ever play a leading man. Your best bet is to play Peter Pan – and that's a part written for a girl."

Sunshine's shoulders have begun to hitch again, but Blaine's remain straight, and his chin remains up. Ms. July tosses her hair back over her shoulder.

"Might as well scramble back to your little hobbit-hole in Middle Earth, because you'll never amount to anything here. As for the rest of you – your feet are sloppy, your posture is pathetic, and if you can't even touch your toes, you don't deserve to be in my class. Get out of here. The sight of you makes me physically ill."

She strides out. Brody shrugs at everyone apologetically before following after her, almost dog-like in his blind obedience. Kurt slowly lets out a breath he didn't even know he'd been holding.

He almost feels bad for how he's been treating the freshman. True, he's not happy to be taking freshman classes again – he feels like a failure, and a disappointment, and he's just tired of feeling that way. He can't bear the thought of taking to his dad tonight – his dad's always been loving and supportive, but Ms. July wasn't lying earlier when she said that NYADA is expensive. Still. He's been so bitter and caught up in his own struggles that he hadn't even considered how scary this is for the freshman. He remembers his first day – hiding in the background, trying desperately not to be noticed.

Well, that had worked, he thinks ruefully. It had worked a little too well, perhaps.

He can already tell that this year's group of freshmen will have a harder time than his year – there's no Rachel Berry to pull focus, and they're following behind her very large, very loud footsteps. They don't have a shield to hide behind.

He should probably go talk to Blaine, he thinks. And Sunshine, too. He's never been on the receiving end of one of Ms. July's tirades – she seemed to give up on him about one month into the year – but it hurt him to listen to it. He's going to be better this year, he resolves. It's probably a lost cause with the sophomores – they're already formed their tight-knit cliques and he's been firmly walled off – but the freshman will be more accepting.

But, when he turns around to comfort the two who took the roughest blow, he sees that they already have more than he had as a freshman. Blaine is already laughing and smiling again, talking to the ballet dancer and two other guys, and the remaining two young men are hugging Sunshine and gently daubing at her tear-stricken face. Kurt still resolves to talk to her later – they'd been partners in one class, and she's clearly struggling. One glance at Blaine, however, reminds him why he doesn't like the other boy. Almost anyone would be crushed by Ms. July, but Blaine is as happy and effervescent as ever. He has all the confidence of a Rachel Berry but, Kurt thinks, none of the struggles, fortitude, or talent to back it up.

He's in an almost fugue-like state as he wanders into his vocal class that afternoon. Several of the sophomores look at him quizzically. He can almost imagine their thoughts – who is that? Kurt? Kameron? Meh, whatever. . . Well, he thinks, it's good to know that some things haven't changed.

Perfectly on cue, Rachel runs up to him, as predictable as clockwork. She doesn't fit in with the other sophomores, either. Unlike Kurt, she doesn't seem to care.

"Kurt, hello! How was your summer? Mine was fantastic! Did you know that I was cast as an understudy for the role of Fanny Brice? Oh, I'm sorry, of course you did, you were there at my first matinee. Well, all summer I got to perform in the matinees, and I even got to do an entire week's run when the actress who was first cast got a stomach bug. I was fabulous – I was so good that the director wanted me to stay on during the school year, but he said that he absolutely understood when I chose to finish my education first, because I've always believed in having foresight, and a college degree is much better insurance than continuing to be an understudy, don't you think?"

She pauses a moment, probably to catch a breath. Kurt just quirks one eyebrow at her, as though to ask, are you done?

Rachel, to her credit, blushes a little. "I'm sorry," she says. "That was all about me. How was your summer, really?"

"I spent it in Ohio, working at a tire shop," Kurt replies. "What do you think?"

Even Rachel has the decency to look a little uncomfortable at that. "Oh. Well. At least you're back in New York City! Why weren't you in class this morning?"

"I was held back," Kurt says bitterly. "In comedic arts and dance."

"Dance?" Rachel seems genuinely confused. "I mean, I know that Ms. July may not be the most. . .encouraging. . .of teachers, but I never thought she would actually hold someone back!"

"You're telling me," Kurt sighs. "It's probably the jazz hands."

"You worked really hard, though," Rachel says earnestly. Kurt side-eyes her for a moment, surprised that she had paid any attention to him last year whatsoever. He'd been fairly certain that her mind was entirely taken up by Brody. Rachel pouts a little. "Don't look at me like that, Kurt. I saw you putting in extra studio time after class. She has no right to punish you like that. Have you talked to Ms. Thibodeux about it?"

"That's where I was this morning," Kurt says. "In a meeting with the director."

"Well. . .well. . ." Rachel seems both hugely indignant and uncertain about what to do with that indignation. "We should. . .we should go down and talk to her together. I'll tell her about how hard you work!"

"Rachel, stop," Kurt says, a little wearily and a lot suspiciously. "Why are you so upset?"

Rachel stares at him, her mouth a little agape. "Because. . .because we're friends, Kurt."

"Friends? Friends? Rachel, we never hung out last year outside of class. You barely spoke to me in class."

"I know I was a little caught up in myself last year," Rachel says. Oh, Gaga, Kurt thinks, are those tears in her eyes? Rachel has always been a little melodramatic. "I just got. . .really caught up in NYADA, and in Brody. And you were so quiet. . .I should have paid more attention. I'm really sorry, Kurt."

This time Kurt is the one left with his jaw hanging open. Kurt has known Rachel for a very, very long time. They took ballet lessons together when they were younger, and then they went to middle and high school together. They spent four years together in New Directions, and one year at NYADA together. In all that time, he had never once heard Rachel Berry apologize to anyone, for anything. In all that time, they had never been less than mortal enemies or more than casual acquaintances (well, or extremely awkward acquaintances, as during the periods when she was dating his step-brother).

"Could we try being friends again?"

Kurt is about to correct her on the "again" and remind her that they'd never been friends: they she had wrested every New Directions solo out of his hands, recommended that he not receive the role of Tony in their senior production of "West Side Story" and then run against him for senior class president – but then he looks at her eyes. She looks lonely, and a little lost.

And, he remembers, this year is going to be different. He isn't going to be a dick to the freshman, for one, he isn't going to fail any of his courses, for two, and maybe, maybe he could be a little less lonely.

"Okay," he says. "But if I'm going to be your friend, you're going to have to let me do something about your clothes. You can't seriously be a Broadway actress and still wear cat sweaters."

Coming Soon: Kurt finally gets some good news, Rachel tries to go on a double date, and Blaine considers trying out for Adam's Apples.