So Barney, any chance your business trip will be over soon. It's actually quite tame when you're not around. And I mean as in bad tame. Ted was texting Barney again.

Barney never realized how clingy Ted could get. He saw it in the past, when Ted felt a girl was about to break up with him. He was like a leech.

Ted, the NYC can thrive without Barney Stinson for awhile. This meeting involves English businessmen, and everyone in my chain of work know those guys are very hard to please. Could take a year (not really). He sent the text and resumed his work on his laptop. His appearance since going to San Francisco deteriorated from suave politician to Raoul Duke. Boxers were all that cover his legs and a loud Hawaiian t-shirt draped his shoulders. It had been 3 days since Barney had last been outside. 3 days since he had last shaved. He was working on ways to win the bet. BZZZZ

Well, just hurry it along. It kinda sucks having Marshall as a wingman. He's a real buzz kill with the moping. TTYL.

Lily emerged from her bedroom to see the sight of Barney.

"Ok, come on, Barney, you're getting cleaned up." she strode towards him, pulling him by the arm into the bathroom. "You have 5 minutes, then we're going to the art class."

"Why do I need to go?"

"Because, I want you to show the class some of your techniques and whatnot. Besides, the last time I didn't bring you, you got lost in the city for three hours."

"Lily, I told you my painting days were behind me."

"And I told you I was going to solve the enigma known as Barney Stinson. And in order to do that, I have to crack him out of his shell." Now get dressed, we're gonna be late."

Barney emerged, this time clad in a Queen t-shirt. "Fine. But this one time only. And in return,"

"I'm not going back to New York."

"Fine, but at least concede San Francisco isn't as great as New York."

"Alright. New York is the best city on the planet. Now let's go."

"Class, today I want you to paint a picture of something captioned within your mind. A person. A place. A thing. Capture that onto your canvas. Show your feelings towards it. Show how it feels and means to you. I would also like to introduce Mr. Barney Stinson today." Reed preached when everyone was situated.

"Hey, Barney." they chanted.

What is this, AA? Barney asked himself.

"There is a spare easel beside Curt." Reed informed him.

Barney walked towards it and sat down.

"'Sup, dude?" Curt asked.

"Nothing. Just here for today."

"That's cool. Sometimes that all someone needs."

Barney nodded in semi-agreement and looked around the room for Lily, who was sitting a few easels away. She gave an encouraging smile and turned to her work.

Barney reached for the paintbrush bestowed on his easel. He took a deep breathe. Here goes.

He took his first stroke and he was off.

30 minutes flew by. Curtis was outlining a series of hairlines for a sketch of a woman. He couldn't help but gaze towards Barney's painting.

"Shit, dude! It's only been half an hour!"

His exclamation was audible to the whole class. Soon everyone turned heads towards the two, Curtis slightly embarrassed and Barney continuing painting. Reed strode towards them and inhaled a gasp. Lily too walked towards where the commotion was occurring.

She joined in on the shock.

Painted on the canvas was an accurate depiction MacLaren's. From the booths to the door leading to the alley. There were people in the bar, commuting like regular bar folk, from drinking to playing darts to general talking. And sitting in the booth adjacent from the bar, 5 people all sharing a drink. Lily knew who they depicted. Herself, Barney, Ted, Robin and Marshall. They weren't exact reincarnations of them, but it was evident who it was.

"Wow, Barney, it's amazing."

"I'm sorry, what?" a surprised Barney asked, looking around and seeing people crowding around him.

"Mr. Stinson, that's some of the finest work I've ever seen. Have you thought of entering the Arts competition next week?"

"No, thank you." Barney immediately rejected. "Competitions aren't my scene. People judging your work, people judging your use of colours. That isn't the art. The art is the passion. I guess that's why I quit. Excuse me."

Barney exited the room, leaving some to remain confused, others to continue admiring the painting, Lily to piece together what just happened.

Lily returned to her apartment to find Barney sitting on the couch, in silence.

"Barney?" Lily called.

Barney looked up at her. "Oh, hey."

"Barney, what was that about back there?" She hung up her things and went to sit beside him.

"Rehashed anger towards art. It's how I felt when I stopped. It was 1989, and after being persuaded to by my mother, I enrolled in a painting competition in Buffalo. It was my first one, and being 13, I was pretty excited. I decided to paint a picture of the Buffalo skyline. It took me 2 hours to finish it. I turned it into the committee, but it was sent back. Too much use of the color grey, not enough texture. What the hell does texture have to do with art? Why does it matter? Anyway, the criticism damaged my confidence, to the point I had a small bonfire in my backyard and used my art supplies as the fuel. I haven't had the desire to paint since."

Lily processed what Barney just said. Barney finally revealed a little bit about himself, something he hasn't done. Maybe she could use this to get him to open up more.

"Well, Barney, you shouldn't let criticism get in the way of what you love doing. If I listened, I wouldn't be out here, doing what I love doing. What you've also done, Barney, is open up about yourself. I always feel better when I do that. So how's about it?"

Barney looked up at her and smiled. "Put on the kettle, because this is a pretty long story…"

Barney woke the next morning. He hadn't bothered to change into some pyjamas beforehand. He felt something on his leg. It was Lily, curled up in a ball using his leg as a pillow. He smiled. Guess it was a long story.

"Lil, wake up." he said, shaking her form. She rose and looked up at him.

"What time is it?" she asked, rubbing her eyes and sitting up.

"It's 10 AM."

"10 AM? Class started 3 hours ago!" she darted up and ran to her room. Barney stood up and headed for the kitchen. He noticed the phone's answering machine blinking 1 missed call.

He pressed the playback button and started making coffee as Lily came dashing out of her room and out of the apartment.

"Lily, it's Reed. Class has been cancelled today due to a matter involving next week's competition. There won't be another until Thursday. Apologies if you don't receive this."

"Lily, wait-" Barney turned to see she already left.

He went to sit back down on the couch. "5, 4, 3, 2, 1-" he counted down, just as Lily re-entered the apartment.

"So Reed left a message." he said, trying not to laugh.

"Don't laugh. God, I should of heard the phone. I'm such an idiot."

"You're not an idiot."

"That's surprising since you've condemned my decision to come here."

"But that doesn't mean I don't think any less of you as a friend."

"Wish you could say the same for everyone else."

"What they think shouldn't matter to you. What I think shouldn't either."

He pulled her into a semi-hug. Lily smiled at him in appreciation. Then, without much thought, she kissed him on the lips. It surprised Barney that he didn't care, and the kiss escalated to a full out snog. They were soon on top of each other, engaging in the pleasantries.

It was now the afternoon. Lily awoke in her bed. She saw Barney laying beside her and she remembered what happened. But she didn't care. She wasn't regretting it. Instead, she wrapped her arms around him and closed her eyes.

The San Francisco sun shone in, and slowly faded out, closing out the day.