Summary: Dan and Serena start spending time even though they are both dating other people. What will happen as they grow closer? Will they get together or stay in their bad romances?

Rating: M (cause I have a dirty mind)

Pairings: Dan and Serena, Nate and Serena, Dan and Vanessa, Vanessa/loneliness, Nate/Jenny

Author's Note: I am a huge DS fan, if you ship the fail, do not read this story.

Chapter 1: I want your ugly, your disease, your everything….

Christmas was such a lonely time for Dan. It only seemed to stir up feelings of loneliness and despair. He remembered a time when it was magical and full of all the good the world had to offer. It was one of the few holidays that he didn't snark about it. Growing it had always been a time for family and he had fond memories of waking up to waffles and presents under the tree which was often followed by sledding in the park down the street. Dan knew he was lucky. He'd been gifted with a good childhood, but lately everything in his life seemed so dark, so gloomy. True, he had a girlfriend, someone he had known for years, but for some reason he wasn't happy. It was a Christmas Eve and he was going to go over to the penthouse for the new set of traditions his father was attempting to cultivate with the Van Der Woodsens. He was still increduluous that his father was so unsympathetic that he couldn't see how uncomfortable this new family made him feel. This was not how it was supposed to be. How had he fallen into this pattern of resentment mixed with apathy. Nothing made him feel anymore. Writing was no longer a source of joy. The only things he wrote these days were his term paper. Putting pen to paper was just too difficult. He thought being with Vanessa would change that. He was hoping she would inspire him, but the reverse had occurred. The early passion of their relationship had dwindled and he was felt with a feeling that he was settling. Was this really all he could hope for? He was too young to feel so trapped. Dan sighed and took out a box that he had kept hidden under his bed. The box contained letters and half-written stories from the summertime. No matter how much he tried to deny it, the loss of her was so palpable. He thought, he would atleast be able to keep her friendship, but it was obvious he mattered so little to her. Dan was so caught up in his self-loathing he didn't notice the sound of the door opening and muffled voices. He poked his head through his bedroom door and was surprised to see Serena standing there with his sister and father.

"Serena?"he asked.

"Dan, you're here. I'm so glad its been so long."

He gritted his teeth and said, "Where else would I be?"he replied. Not that you care, he thought to himself. Serena looked at him questioningly. She wasn't expecting the barely veiled hostility coming from him. She watched him grunt and go back into his room. She decided to go talk to him and figure out exactly what was going on. When she found him, he was stuffing a box under his bed.

"What's in the box?"

"Stuff."

"What's wrong with you?"Dan.

"What do you want Serena?"

"What's that supposed to mean?"She said angrily.

Dan crossed his arms across his chest as he lay on his bed and said, "Well let's see. You show up here acting like everything is kosher when we haven't spoken in months. So, excuse me if I find it a little hard to believe that you suddenly care."

Serena closed her eyes, trying to hide the pangs of guilt she had been attempting to suppress. She had wanted to re-establish their connection, their friendship for so long, but being around was just too painful. She thought he understood, to her it was like an unspoken thing between them. They couldn't be together, so it was best to keep their distance.

"I care,"she said softly.

"You have a funny way of showing it,"he mumbled.

"Friendship is a two-way street Dan. It's not like you've tried either."

"That's not true. I tried all summer and this fall, but you kept shutting me out. Anyways it doesn't matter. It is what it is."

Serena sat on the bed next to him and said, "I'm sorry. I don't want it to be like this between us."

"Stop apologizing. You always do that and then I feel like a jerk for simply expressing myself."

"What do you want me to do?"

"Whatever you want? How's nate? You must be happy you finally got everything you've always wanted, no more wasting your time with lowly Brooklyn creatures,"dan said bitterly. He didn't get where this was all coming from, but it was like he had kept all this stuff buried inside and it was finally bubbling to the surface.

"What is that supposed to mean?"Serena said more than a little hurt.

"It means that I get it now. It finally all makes sense. I was a place holder. That's why you…. Never mind."

"No, finish what you were saying. That's why I what?"

"That's why you gave up on us and let them win."

Serena eyes began to brim with tears. She didn't know what to say. His words cut like a knife, but part of what he was saying was true. She did let him go, but by the time she was ready to take it back, it was too late.

"I loved you Dan. I loved you more than life itself."

He turned away from her. He couldn't look at her when all he wanted to do was cry. He wasn't a crier, he barely liked to show emotion at all. He felt her arm on his back. "Talk to me dan. I never realized how deeply I've hurt you."

"You never do,"he said matter-of-factly. He sat up and wiped the tears from his face and turned to look at her. "I'm sorry if I was harsh. I, I don't know what came over me."

"Don't apologize, but I need you to know that you were never a place holder. I'm sorry I shut you out, it was just so hard."

"I know. I tried to keep busy. Do anything I could think of so I didn't have to think about everything."

Serena held his face in her hands and said, "You matter to me, Dan. You always have." He looked at her and froze, that old electricity was back. For one, Dan just dove in without thinking. He held the back of her head with his right hand and kissed her gently. Stopping to see if he had gone to far, but she merely kissed him back. They sat there in an embrace that felt like they were finally coming home. He could feel the salt of her tears against his cheeks and a little piece of his heart broke. They finally broke apart and they came crashing together again. This time their kisses were feverish and they tore at each other, both impatient to feel as much of each other as they could. Serena's dress quickly joined the pile of dan's discarded clothing on the floor. She sat cradled in his lap, her hair cascading down her back as she kissed him hungrily. Neither of them thought about the people they could be hurting, all that seemed to matter was them. Afterwards, they lay in each others arms. Serena felt safe and content, but she also knew that she'd better get dressed before everyone figured out what was happening. She, got up and hurriedly put on her clothes.

"We'll talk about this later, I promise. But, it would be really awkward if we were caught like this don't you think?"she said hurriedly.

"Of course."

He watched her clean herself up and exit his room like nothing had just happened and that was when the gravity of what they had just done finally hit him. But, for some reason he didn't care. For the first time in 6 months, Dan Humphrey smiled a real smile.