Disclaimer: I don't own them, kiddos.

Note: I haven't seen the second season past the first episode. All I know of it is from FanFics, so yeah. And in this Blair isn't with Marcus, she's with Nate. But I guess this could take place at any time. So yeah, enjoy.

When she shows up at your door, her hands grasping her bag so tight they've turned pallid, you lean against the doorframe and watch her silently. Shifting her weight nervously from foot to foot she raises her glistening eyes to meet yours. "I didn't know where else to go." You push the door open further, not because she's Blair's confidant, or Eric's sister, or Lilly's daughter, or Nate's first love, but because she used to be your friend, and there's something in her voice you wished you didn't recognise.

She sits shakily down on your couch and you realise that she was telling the truth; she really didn't have anywhere else to go. Blair hated her, which was probably the reason she was here anyway, and Nate would never have the guts to betray his girlfriend anymore. You can't help but think that her life has really degenerated if you're the only person she has left to lean on.

You hate the broken look she's wearing. You know that Serena would never purposely outshine Blair, and you hate Blair for not trusting her. Serena always tried to pass the spotlight along, tries to ignore the bright lights focused on her, and really deserves the attention anyway, but Blair could never see that. All she could see was that Serena got what she wanted, as per usual.

You don't offer her a drink, and she doesn't ask for one. But you watch as her tears pool in her eyes and gaze on as fear encompasses her feature, and for the first time in years you flash back to a time of broken fairytales and forgotten school projects. In your mind, you're in year two again, watching a seven year old Serena, with a front tooth missing and blonde hair tied back in a ponytail by a black ribbon, trying to hold back the tears rimming her blue eyes.

You find her climbing onto your balcony, shaking. Pulling her the rest of the way, you witness her watery attempt at a smile. She drops to her hind and stares at the stars, biting her lip in an attempt to not cry. Admitting in a whisper, she turned away from your eyes, "I didn't know where else to go." You still didn't know what was wrong, but as the first crystal tear dropped down her rosy cheek, you scooped her into your arms and held her body as it shook violently. Because even at age seven, you knew that she was heartbroken.

The same heartbreak, fear, pain, and self-blame were back in her eyes now. And your heart lurched the same way it did that night when she whispered into your chest about her father, about him leaving, about her mother screaming at her, about her brother wailing, about hating her life. She's stronger now, though, and is able to hold back the tears, even as she chews her lip until it bleeds.

You allow her head to fall onto your shoulder and try to not notice the blonde hairs which sweep down your shoulder in a sweet whisper. Because it's the same blonde hair you remember burying your nose in as she held onto you as if you could save her.

Her eyes slip closed and it's like a lamp being switched off, because suddenly the entire room seems a little less bright. You gently carry her to your bed and tuck her into your sheets, brushing her blonde hairs back from her face. If she was anyone else, she'd ask why you were being so nice, but she's Serena, and she already believes you are better than your mask. But that just leaves you to answer the unasked question. Why were you being so nice? The answer was relatively simple, and left you with a slight smile. It wasn't because she was Blair's confidant, or Eric's sister, or Lilly's daughter, or Nate's first love; no, it was because she was your friend.

And like you'd told her all those years ago, when your arms were wrapped securely around her, and her tears were soaked through your shirt, 'The people who care about you will always stand by your side'. So that's where you'll always be; standing by her side.

Note: Not too sure if I'm happy with the ending or not, but please review and tell me what you think. Also, for anyone's reviews or PM's I haven't replied to, I'm sorry. FanFiction has stopped e-mailing me updates, so I'm a bit lost. But please review anyway! Thanks for reading!