A/N: Hey everyone! This is my first official Gossip Girl fanfic, so I hope it's okay. I'm usually over in the Hairspray section, but I've decided to stray for a while. I'm not totally sure if this is based more on the books or the television show, but I do know that I am definitely using the description of the characters from the show. So, let me know what you think?

Obviously, I don't own anything.

This is for you, Kelsey.

There was something about being in her arms that Serena could not forget

There was something about being in her arms that Serena could not forget. A feeling that remained with her long after she'd slipped out of the brunette's bed, and stayed with her during the day. Throughout the school day, the moments she shared with Dan, even while she ate dinner with her family, she could not shake the memory of the other girl. The moment their eyes met on the steps every morning before school, it returned with a vengeance, encompassing her entirely and mercilessly. A tight knot formed in her stomach, and she felt her face flush, and she would look away for just a moment, long enough to pretend to regain her composure before offering the brunette a soft smile, brushing her blonde hair behind her ear as she approached the other girl.

It shouldn't have been like this between them, she knew. They had known each other for practically as long as either of them could remember, and it had never been like this. There had always been an inexplicable fluency between them; one that even transcended the boundaries of friendship. Blair had always been the one she'd run to when things had gone wrong in her life; and vice-versa. There was a side of Blair Waldorf that only Serena knew, and each time she caught sight of that lost little girl in Blair's chocolate eyes, her heart ached with a love that she was somewhat unfamiliar with. It was one that was solely reserved for her best friend, one that not even Dan could provoke in Serena. She would try to love him the same, God knew that; she would study his soft, kind, face and pray to love him just as much, if not more than, Blair. She wanted to love him in a way that was suitable and appropriate, and one that made her heart ache. She wanted to love Dan in a way that made her dream of a beautiful wedding, children playing in the front yard of a sweet little house in the suburbs, wanted to love him enough to dream about growing old with him, holding his hand on a porch swing and watching the sun go down, while he recited love poems to her. Still, as much as she wished those things, she couldn't make herself feel them. She would only allow the thoughts early in the morning and late at night, but when she thought of waking up next to someone in the morning, there was only one brunette with sad, lost eyes that filled her mind, and that person was not Dan.

What was worse, however, than merely thinking the thoughts, were living them. It was one thing to think about Blair lying beside her, and stroking her fingertips lightly over the empty satin sheets, but when the other girl actually was only mere inches from her, her chest rising and falling with each breath she took, it was difficult to deny those irrevocable thoughts, and damn near impossible to look away from her.

She didn't want to say the words; Serena simply could not explain to Blair that she had brunch plans with Dan, and that was the very reason she was forced to crawl out of bed as the morning sun spilled in through the windows. So, instead of attempting to explain anything to her, she used her fingers to push the sheets away from her body, slowly moving one long leg over to the side of the bed, attempting to make her movements as subtle as possible. She caught her breath as she felt Blair shift beside her, and stayed still for a moment before she was sure she heard the girl's breathing become heavy once again. After another moment of holding her breath, she began to move again, softly and silently, her eyes immediately falling upon the pile of her clothes just a few feet from the bed.

"Where are you going?" Blair's voice was full of sleep, but she pushed herself up on her elbow, narrowing her eyes carefully at the blonde girl's bare back. The skin there, and really, the skin all over her body, was so golden and flawless. Blair herself wished for skin like that, the kind that was perfect, with no imperfections, the kind that remained tan even when you stayed inside all summer and never set foot into the sun. She wanted to reach out and stroke her fingers over the girl's soft skin, but curled her fingers into tight fists and shoved them beneath the sheets.

"Oh," Serena caught her breath, cursing silently before shifting a little, causing her blonde hair to fall over her shoulders. She glanced back at Blair, offering her a soft smile. "I just, you know, have a thing." She turned away from Blair, and reached out for her clothes quietly, unable to look at the hurt expression she knew had blanketed Blair's face. She dressed silently, and then stood, finally allowing herself to look at Blair, who sat with the sheet pulled around her, watching Serena with a blank expression.

"What thing?" The corners of her lips turned into a slight smirk, as if she assumed she was being toyed with. She curled her fingers lightly in her lap, keeping her eyes locked with Serena's, "I don't remember a thing."

Serena wished she could have thought of something witty, and perhaps if it had been anyone else, she'd have been able to. However, with Blair, nothing but the truth seemed good enough. Of course, that was exactly it; nothing but the truth was what she deserved. She remained silent for a moment, and as she attempted to conjure her nerve, Blair spoke the words she had vowed not to speak herself.

"It's him," she stated the words blankly, still watching her. "You're going to be with Dan, aren't you?"

Serena's lips parted slightly, as she attempted to deny the words. Still, as she caught the other girl's eyes, she knew she could speak nothing but the truth.

"I just…" she furrowed her eyebrows, and then sunk to the edge of the bed, pulling her boots over her slim legs. "I promised him I'd meet him for brunch. I can't break my plans."

"Break plans?" Blair laughed softly, her brown hair brushing her bare shoulders as she pushed her back against the headboard, her eyes focused on Serena's back. "Well, you don't have much of a problem breaking anything else, do you?"

Serena spun to face her, sighing softly.

"What, Blair? What do you want?" She shook her head, "I can't…I don't know what you want."

Blair swallowed, keeping their eyes locked. Truth be told, she had no idea what she wanted. She wanted everything and nothing at the same time. She wanted Nate, she wanted Serena, she wanted things to be the same, and yet wished they could be completely different.

"I want…" she hesitated for a moment, and forced her voice not to break as she felt the emotion welling inside of her. "I just want you to stay. Here, with me. This is what's important, Serena."

Her words caught Serena off guard, and she felt that familiar tightness in her heart and stomach. The horrible mix of loyalty and betrayal gnawed at the lining of her stomach, and she swallowed hard.

"Blair, I…" There were so many things she wanted to say. Blair, I love you. Blair, you are what is most important to me. Blair, there's nothing I want more than to stay with you. Still, those were the words she could never speak; the words that would remain in her heart and head, the ones that she could never speak. "Blair, I can't. I have to go."

It would have been easiest simply to stay, to crawl back into bed beside her, to kiss her lips and curl her arms around Blair's slender waist, and forget about Dan, and the rest of the world. But everyone knew that Serena van der Woodsen wasn't one to take the path of least resistance.

"Fine," Blair shot back after a moment, "But if you go, don't come back. You're not going to be welcome here forever, Serena. I'm not going to be your doormat."

And even as she spoke the words, both of them knew they weren't true.

"Blair, don't do this." Serena sighed softly, tying her hair into a loose ponytail.

"No, Serena, you don't do this!" Blair's voice was louder now, and her eyes were desperate, pleading, as she clutched the sheet to her chest, "Don't do this to me."

There was a moment of silence between them, but their eye contact remained. Blair prided herself on her strength, and was usually good at keeping her weakness from others. Yes, Nate could make her angry, and she wouldn't deny that, but even he hadn't broken her heart. She had expected nothing from him, and had given up the dreams of living happily ever after with him quite some time ago. Nate was a boy who didn't know better, didn't realize that Blair wasn't simply a female, but a girl, a girl that had feelings and emotions, and a heart beneath the breasts that he seemed to be so fond of. Nate hadn't broken her heart, because he'd never really had her heart to begin with. Serena, however, knew better. Serena's betrayal was deeper than heartbreak, because first, even above being lovers, they were best friends.

"I'll call you later," Serena offered quietly, and then, before heading towards the door, "I'm sorry."

Blair nodded slowly, shaking her head so that the brunette curls brushed her back.

"So am I."

Serena flowed out of the bedroom, and closed the door behind her. And Blair remained as Serena had left her, just as she always did.

Just as she always would.