A/N: Thanks for everyone who helped me with the whole beta thing, I got a few offers and am for excited for not having to face-palm when I go back and re-read a chapter from this story, and find 20 million spelling mistakes or typos. This chapter has not been beta'd, because I'm still setting that whole thing up, and I wanted to post this.

Chapter 3:

"She's just so beautiful, you know?" Kurt said, smiling down at a picture of Faith Hill. "Like...flawless."

"Totally." Rachel agreed. "And she looks strong too. You have to be strong, to succeed as a female artist in the music industry. Otherwise the media rips are you apart."

Kurt nodded slowly. "Poor Britney." He said, staring sadly off into the distance.

"You two are adorable." Blaine said, laughing at them. "Like two fangirls."

Kurt frowned. He was beginning to think he'd like to have a nickel for every time Blaine called him "adorable" or "cute". He didn't want to be adorable.

He thought back to this weekend, after they'd seen Billy Elliot. They'd gone back to Blaine's house, and had been making out on the couch...Kurt had tried to push things further.

In retrospect, he probably could have been subtler.

"What are you doing?" Blaine asked, which was not the correct response to Kurt kneeling on the floor in front of him.

Kurt blushed. "Oh...um...well..." he said, placing his hand on Blaine's thigh and sliding it up slowly, trying to look coy.

Blaine smiled, which was...better. "Get up, Kurt." He said gently, placing his hand on his and stopping it.

Worse. Much worse.

Kurt felt limp and embarrassed as Blaine pulled him back onto the couch, and took his hands in his. "You don't need to do that, Kurt." He said, squeezing his hands reassuringly.

Kurt looked at him. "Ah, duh." He said, raising his eyebrows. "I want to." He said, moving his hand back into Blaine's lap. Blaine just smiled again.

"You're too cute." He said, moving his hand away again. He placed a hand on Kurt's face and kissed him gently.

"Blaine, don't you…" Kurt began, but stopped. He couldn't ask Blaine if he thought he was sexy...he was too embarrassed...and he was too afraid of the answer.

"Um, Kurt?" Blaine asked, waving his hand in front of Kurt's face and snapping him out of his reverence.

"Oh, I'm sorry." Kurt said, smiling apologetically. "What did you say?"

"I said, maybe you should consider singing a song by someone other than a woman." Blaine repeated.

"Why?" Kurt asked, furrowing his brow.

Blaine shrugged. "Well, it's just, you're not really showing much of a range, only performing songs by female artists."

"Be a bit more condescending, would you?" Kurt snapped.

"Yes!" Sam said suddenly, smacking his hand down on the table. "That's the word. Condescending. God, that has been bugging me."

Kurt raised his eyebrows at his friend, who blushed. "I uh...couldn't think of that word a little while ago...is all." Sam mumbled, casting his eyes down. "Never mind..."

Kurt smiled. "I hate it when that happens." He offered, and Sam looked up and grinned. He knew he shouldn't really notice, because he was in love with Blaine and everything, but Sam had a really great smile. It was just so...adorkable.

"I don't think offering some well intentioned advice is being condescending." Blaine said, moving himself back into the conversation. "You could use a little constructive criticism."

"What does that mean?" Kurt asked, and Blaine opened his mouth, but then did that thing where he decided not to say whatever he was going to say, and took a deep breath instead.

"Nothing." He said, shaking his head. "Never mind."

"So, Rachel, what do you think you're going to sing for your country song?" Sam asked, changing the subject.

"It's from 'Oklahoma!'" Rachel said proudly. "You wouldn't know it."

"He might." Kurt said instantly. "You can't just assume things, Rachel."

"I doubt it." Blaine said, and Sam frowned at him. "What, you're not into musicals, right?" He said, shrugging.

"I know some stuff." Sam said defensively.

"It's called 'Lonely Room'." Rachel said, giving Sam a condescending smile.

Sam shoulder's slumped forward. "...Yeah, I don't know that..."

Blaine smiled smugly and Kurt narrowed his eyes. "'Oklahoma! is a tacky musical, anyways.'" Kurt said cooly. "Oh, but 'Lonely Room' is a great song." He added quickly when Rachel looked offended.

"How was Billy Elliot?" Sam asked, catching up to Kurt in the hallway after school.

"Hmm?" Kurt replied, obviously distracted.

"Billy Elliot. You saw it this weekend, right?" Sam asked, hoping that he hadn't just made that up in his mind. Because that was a really random thing to make up.

Luckily Kurt nodded. "It was great...adorable." He said darkly.

Sam smiled. "Maybe I'll go see it sometime. Although, I don't know who with." Kurt raised an eyebrow and Sam scratched his head absently. "It's weird...I'm really popular...but I have no friends." He joked. It was true though. He got invited to parties, and he went with Santana...but there wasn't anyone in the school he actually ever just hung out with.

"I'm your friend." Kurt offered, and Sam nodded.

"Right...but you just saw it." He pointed out.

Kurt nodded sadly. "I did indeed." He said, and Sam shrugged. "Maybe be can see something else together, sometime."

"Any interest in 'Sucker Punch'?" Sam said automatically.

Kurt frowned. "Is that a play?"

"A movie." Sam said, thinking that he probably shouldn't have said anything. Santana's reaction to him asking if he wanted to see it had been...disheartening, to say the least.

"About?"

"A girl in an insane asylum. She retreats into an alternate world in her mind to deal with it..." He mumbled, looking away. "Never mind."

"Sure. Sounds...fun." Kurt said, looking skeptical but interested.

"Really?" Sam asked, his eyes wide. "Like, seriously?"

Kurt smiled, and Sam could have hugged him. "Yeah, seriously. When?"

"We could go now!" Sam said excitedly. He was probably being way too enthusiastic, but he'd basically given up on ever finding anyone to go see that movie with while it was in theaters. Even his mother had seen it already (although, her boyfriend owned an independent movie theatre, so she was watching a lot of movies lately).

"Now?" Kurt asked. "It's a school night."

"There's a 4:00 showing of it at the Victoria." Sam said quickly. The Victoria was Brian's (his mother's boyfriend) theatre, and he bet he could convince him to give him the tickets for free.

Kurt bit his lip. "Doesn't that theatre just play weird, old movies?"

"No." Sam said, frowning. "They play current stuff too. And I like the movies they show there. They're classics."

"Sorry." Kurt said. "Sure, let's go." He said, walking forward.

"Really?" Sam asked, running after him. For some reason, he'd been expecting Kurt to talk him out of it.

"Do you want me to change my mind?" Kurt asked as they reached the school doors.

"No." Sam said quickly. "This is good. I mean...Yeah."

"We're taking my car, I'll drop you off here after to get yours, ok?" Kurt said, pulling out his keys. Sam nodded. He wouldn't have protested to anything Kurt said right now.

"I'm so excited." Sam said, bouncing up and down as they drove.

Kurt laughed, and Sam smiled widely. He liked that he could make Kurt laugh. Kurt rarely did.

"You're too cute." He said, then frowned.

"And that makes you sad?" Sam asked quickly.

"No..." He said quietly, staring at the road. "Sam...you're not..." Kurt blushed, and chewed on his lip a bit. "You're not a virgin, are you?"

"Oh." Was all he could say. He had not been expecting that. "Um...not since dating Santana, no." He said, looking away uncomfortable. Kurt nodded.

"How do you...how do you like...initiate, that sort of thing?" He asked, gripping the steering wheel tightly.

"Whaddya mean?" Sam asked.

"I mean...like if you wanted to...um, fool around, or something..." Kurt fumbled, staring determinedly forward. "How would you do it?"

Sam shrugged. "With Santana, I just usually wait for her to do something."

"What if she doesn't?"

"She does."

"That's not helpful..." Kurt muttered.

Sam sighed. "I don't know...that sort of thing just usually progresses naturally, you know? Like you just do what feels right...don't try and force anything."

"What if none of it feels right?" Kurt asked, his voice thick. "What if it's all awkward and embarrassing?"

Sam was quiet. He was assuming they were talking about Blaine again. "Sometimes it's awkward at first...but you're in it together, and if you really love them you should be able to get past the awkwardness." Sam said, although he really had no idea what he was talking about. He'd fooled himself into thinking he'd loved Quinn, and maybe he almost had...but she'd never loved him back, and they'd never really had a real chance for anything. He was pretty sure he actively hated Santana.

Apparently, that was the wrong thing to say, because Kurt pulled over to the side of the road and started crying. "Blaine doesn't love me." He sobbed, putting his face in his hands. Uncomfortable, Sam unbuckled his seat belt and put his arm around Kurt.

"Why do you say that?" He asked tentatively.

"Because we're not in it together!" He sobbed, his shoulders shaking. "He's so smart, and talented, and charismatic, and I just feel like I'm not good enough and he knows it. He doesn't take me seriously. He doesn't take anything I do seriously. I love him, and he think's I'm adorable." He cried.

"That's not true, Kurt." He said quietly, even though it sounded pretty accurate. "You're just as talented, smart and charismatic as him." He said, patting him awkwardly on the back. "Fuck, you're twice as talented, smart and charismatic as him. And you dress way cooler."

Kurt snorted a little, and Sam continued. "If you love him, you should talk to him about this stuff though. Ignoring things, things you're unsecure about...it just leads to bad. Trust me."

"Insecure." Kurt said, wiping his eyes on the back of his hand. "Not unsecure."

Sam smiled. "And you say you're not smart." Kurt shook his head, and rested it against the steering wheel. "If Blaine is half as smart as you think he is, than he's nothing short of crazy in love with you."

Kurt turned and looked at him, his forehead still pressed against the steering wheel. "You're just saying that, because I'm pathetic and crying."

Sam shook his head. "I'm saying it because it's true."

"I'm too loud for him." Kurt continued, trying to wipe the tears off his face.

"You're not loud..."

"Not my volume, Sam, my clothes. My personality." Kurt sniffed. "It's too much."

"No way!" Sam said, honestly shocked that Kurt could think that. "You're clothes are great. Your personality is great. You're like, the greatest person I know!"

"Really?" Kurt asked, his eyes wide.

Sam nodded. "Totally. And I'm sure Blaine wouldn't want you to change anything about yourself."

Kurt smiled. "Thanks Sam..." He said, the tears finally ceasing. He pulled down the cars mirror and looked at himself. "Oh god." He mumbled, reaching across to the glove compartment and pulling out a small bag. "I look like a mess."

"For someone who just had a mini-nervous break down, I'd say you look pretty good." Sam offered.

Kurt smiled, pulling out some napkin thing from bag and wiping the tears off his face. He turned and looked at Sam when he was done. "Sam, were friends, right?" He asked earnestly. "I mean, you said we were yesterday, and we're seeing a movie together...I'm just...you're my friend?"

"Yeah I'm your friend, Kurt." Sam said instantly. "And you said you were my friend earlier, remember?"

Kurt smiled, and put the bag back into the glove compartment. "Just making sure." He said, then turned the car on and got back onto the road.

They'd made it to the movie with exactly 5 minutes to spare (and gotten in for free, because apparently, Sam's mother was involved with the theatre's owner, a nerdy but pleasant man with absolutely zero fashion sense. He had a pocket protecter...god). The most surprising part was that Kurt liked the movie. Not as much as Sam had, but to be fair, Sam had really liked it. But it was whimsical and fun, and sort of reminded Kurt of a musical...but instead of music, explosions and killing.

And he'd gotten Sam to agree to watch Moulin Rouge with him and Mercedes on Friday, and he was definitely looking forward to that. He liked Sam...he could be slow sometimes, but to be honest, Kurt liked how smart he made him feel. Every time Kurt knew something Sam didn't, he acted like he was some sort of genius.

He never felt like he had to try around Sam...try to impress him, or make him like him. Sam was easy to get a long with, easy to talk too...Kurt was glad he'd been able to find a friend in him.

Also, spending more time with Sam meant spending less time with Blaine, which for some reason seemed to be good for their relationship. Instead of Kurt following him around every where, calling him and texting him all the time, Blaine was calling Kurt to catch up on his day and lining up dates for the next few weeks.

"Hey, beautiful." Blaine said, taking a seat next to him in glee. "You look very good today, might I say." Blaine said, smiling at his grey sweater vest. Kurt smiled happily and leaned his head against Blaine's shoulder, pleased he liked the outfit. He'd spent two hours yesterday going through his wardrobe and taking out anything that had feathers, rhinestones, glitter, or sequins on it. He'd also separated everything that was "too bright" or made it seem like he was "trying too hard". Obviously, his efforts were worth it.

Sam came in and smiled at him, taking a seat a row behind them. Santana and Brittany sauntered in a few minutes later, and sat next to Sam. Kurt refused to turn around to see it, but from the sounds of it, Santana was eating his face (possibly literally).

"Do you know what song you're going to sing yet?" Blaine asked. "I was thinking something by Toby Keith, or Jace Everett..."

"Back off Homo Baggins, I'm doing Jace." Santana sneered, prying her face away from Sam's.

"We can do the same artist, can't we?" Blaine asked.

"Sure. Rachel and I have even sung the same song, on occasion." Kurt said, shrugging.

"And besides that High F, you were just as good as me." Rachel said, smiling from across the room.

She was going to hold that F over him forever. He smiled back, wishing he could tell her he'd flubbed it on purpose. Maybe one day.

"No way, that's not how I play." Santana said, leaning back.

"Come on Santana," Sam began.

"Excuse me, was I talking to you?" She snapped. "Flap your rafts in someone else's direction."

Kurt saw Sam's face turn a little red, and he tucked his lower lip into his mouth. "You know Santana, you should be a little nicer about Sam's mouth. Even if you if you think it's a little too large, at least it's natural." Kurt replied cooly.

Santana's jaw dropped, and she looked like she'd been slapped. "Mind your own business, Lady Face. This is between me and Trouty Mouth."

"I hate it when you call me that." Kurt heard Sam mumble.

"But Trouty Mouth, if I didn't call you that, I'd be worried your big blond brains would just completely forget your name, and then how would I address you when I wanted some froggy lip action?" She said, batting her eye lashes in a way that Kurt assumed was supposed to look sweet.

Sam didn't say anything, and Kurt was about to defend him when Mr. Schue came in and began teaching the lesson.

"There's an assembly on the importance of contraception in about two weeks, and Principle Figgins would like us to perform a song." Mr. Schuester said, not looking very happy.

"So we need to what, sing a song about how much being pregnant sucks?" Puck asked, raising his eyebrows. "What the heck are we gonna sing?"

"Burn the Witch, Queens of the Stoneage." Quinn said, examining her nails. "Really captures the accepting feel your classmates give you."

Mr. Schuester didn't look impressed. "We're going to need something a bit better than that."

"Ballad of a Thin Man, Bob Dylan." Kurt suggested. Blaine looked at him funny.

"How is that about contraception?"

Kurt shrugged. "Isn't it about a man with AIDS?"

"I'm pretty sure it's just about a man whose a latent homosexual. Not one with AIDS." Blaine said, shaking his head.

"That's what I always thought it was about..." Sam said slowly.

"Don't lie Sam," Santana said. "Everyone knows you don't think."

Kurt saw Sam's face turn a darker shade of red. He was pretty sure he was about to snap and murder Santana.

"Look, we have a fortnight to come up with something, so let's move on-" Mr. Schue began.

"A fortnight?" Sam cried. "I thought you said we had two weeks?"

"A fortnight is two weeks, play dough brains." Santana said, rolling her eyes. "God, you're lucky you're so sexy, I swear I wouldn't put up with such a moron."

"Shut up!" Sam screamed, his face bright red. Everyone turned and stared, their eyes wide. No one had ever seen Sam so mad. "I hate it when you call me that. I am not a moron, and I'm not you're personal sex toy!" He screamed, jumping up.

Kurt's mouth dropped open. Woah.

"Yes, you are." Santana said, her eyes narrowed. "Now sit back down, and stop making yourself look like an even bigger idiot."

"I hate you." Sam said, turning and storming out of the classroom. Without thinking, Kurt stood and followed him.

"Sam, wait up!" Kurt yelled, running after him in the hallway. Sam didn't stop, and he turned and slammed open the door to the boys locker room.

Kurt hesitated for a moment before following him inside. "Sam, are you ok?" He asked. Sam turned around, and Kurt saw that he was crying.

"I hate her, I hate her so fucking much." Sam sobbed angrily, wiping the tears off his face. "I hate how she makes me feel, like I'm fucking idiot. I hate how she embarrasses me and puts me down...I fucking hate her."

"Santana's a bitch." Kurt said lamely. "You're totally justified in hating her."

Sam shook his head. "I'm the fucking bitch." He cried, running his fingers through his hair. He broke down into tears again, and Kurt went and hugged him. He wasn't really sure what else to do, and wished he could say something to make him feel better, but Sam seemed to appreciate the hug just fine. He rested his head against his shoulder, sobbing into it.

"I can't do it anymore, Kurt. I just fucking can't." Sam sobbed, and Kurt could feel him shake. "She makes me hate myself." Sam said quietly, lifting his head up and looking at Kurt. It was odd, but somehow the tears seemed to magnify the blue-green colour of his eyes, intensifying the look he gave him. "More than I hate her even, I hate myself." He whispered.

The next thing Kurt knew, Sam was pressing him against the lockers and pressing his mouth against him in a sudden and intense kiss. Sam's hands were on his waist, holding him tightly and his lips were moving urgently over his own. Kurt was surprised, to say the least. This was certainly not what'd he'd expected when he'd followed Sam into the locker room...though that didn't stop Kurt from kissing him back.

His breath was quickening as he wrapped his arms around Sam's neck, feeling desperate to be touching as much of him as possible. Sam's lips tasted salty from his tears, but somehow it was sweeter than anything he'd tasted before. Sam felt warm and safe as he held him tightly, and Kurt never wanted it to stop.

Unfortunately, it did. Sam pulled away slowly, breathing heavily. "Sam..." He said slowly, looking into his eyes.

Tears came into Sam's eyes again, and he glanced down for a moment. "Baby when I hear your voice saying my name, it sounds so sweet..." He said quietly. Kurt recognized that as lyrics from "Lips of an Angel".

Kurt smiled and tried to pull his face back towards him again, but Sam turned away. "I can't do this, Kurt." He mumbled, and ran out of the locker room. Kurt just stared numbly after him, wondering what the hell had just happened.