Author's Note: Thank you so much to everyone who read, reviewed, alerted, and favorited. I'm not able to update as frequently as I had hoped. Curses, life responsibilities! Kurt finally wakes up in this chapter, and his reaction might surprise some. I gleaned how most people thought Kurt would or should react and decided to turn that on its ear. One thing Kurt is not is predictable. Enjoy!

Santana hadn't slept well, so when she awoke once again, this time at half past five, she decided to give up the ghost altogether.

It was probably for the best anyway, she thought. Kurt's moisturizing routine was legendary in the glee club, thanks to Finn's incessant whining. She figured his internal alarm clock would cause him to open his eyes momentarily. She knew he would freak and she wanted to be ready.

She shifted slightly and stared at the two boys in her bed. When was the last time she had a boy in her bed and they had done nothing but sleep? She couldn't remember. Perhaps because it had never happened.

Both were sleeping on their sides, Sam huddled protectively around Kurt, his tanned muscled arms enveloping the smaller boy. Sam's head was nestled in the crook of Kurt's neck, lips even plumper with the contentment sleep afforded.

She had meant what she said last night: it was nice to see Kurt so wanted by someone else. Kurt deserved that, he truly did, and Sam was a good guy.

She despised that they looked so adorable together and resented that her own sleep had been so fitful, but the cuteness with which she was currently confronted caused some of her rancor to ebb.

She wondered as to the last time either boy had slept so well.

Sam had all of his Quinn and Finn drama, while Kurt had looked exhausted at the party; she figured he must have been running on fumes. She knew Dalton was far more academically rigorous than McKinley, but Kurt was an exceptional student. He had been there long enough to find his sea legs; that wasn't what worried her.

The more she thought about it, the more she hated Blaine. Sam very well could have been right last night, suggesting that perhaps any feelings Kurt believed Blaine possessed for him were figments of his imagination.

But she couldn't accept that, not where Blaine's behavior was concerned. The boy didn't seem deliberately cruel, but he was certainly thoughtless, which she believed might have been worse. Like Sam, she found herself mortally offended that Blaine had been so ignorant of how his behavior might have been construed by Kurt, how it would have affected him.

Blaine knew that Kurt had never been in a relationship. Blaine knew what Karofsky had done. Blaine knew how badly Kurt was bullied at McKinley. Well, she paused, Blaine believed he understood Kurt's experience, but that wasn't the same as actual understanding. All bullying was not the same, and sympathy was not empathy.

Still, if Kurt believed Blaine had feelings for him, there were reasonable grounds for that assumption. The endearments – handholding, hugs, soft kisses on the cheek, always initiated by Blaine to her knowledge – were nice, she supposed. Blaine understood just how starved for touch and affection Kurt was, and that he was willing to extend that was kind, if not misleading. But for him to go even further with Rachel must have devastated Kurt, reinforcing Kurt's own feelings of worthlessness.

So for Kurt to be told by Blaine that he wasn't sexy, for Blaine to ask Kurt to help him woo some idiotic clerk at The Gap, for Blaine to make out with Rachel last night – whatever good intentions Blaine might have had, it was fairly obvious that he was completely obtuse. How could he not see Kurt's longing looks? And if he did see them and chose to ignore them, that was far more vicious than simply leading Kurt on. How dare he play the role of mentor for Kurt when it was apparent he had no idea how to approach said role? He was flying blind and dragging Kurt along on his crash-and-burn mission.

How could Blaine have missed all the weight Kurt had lost? How could he not know how hurtful his offhand remarks and requests could be? How could he have kissed Rachel the way he had, knowing all the drama that surrounded New Directions? Had he done it to be provocative? Had he done it to prove a point – and, if so, to whom? Or had he done it simply because he was absolutely oblivious to anything that wasn't about him?

Santana sighed and rolled onto her back.

She wanted this to work, she truly did, but Kurt was the deciding factor. The pain she had witnessed on his face last night was beyond anything with which she was familiar. Sure, it had just about killed her to see Brittany with Artie, but the sadness was lessening. She wasn't sure what that meant and wasn't sure she wanted to find out. But she could skip out the door right now and find a relationship with a hot guy if that's what she wanted. Kurt was an entirely different story.

How would he react to this? To Sam?

To her?

They weren't friends. That fact had never been so glaringly obvious until last night. It normally wouldn't have bothered her, but as she had looked around at the people in Rachel's basement, she realized that she and Kurt were more alike than she had ever truly considered: alone.

She desperately wanted a friend. She wanted a friend who would accept her faults – not excuse them or try to explain them away – but one who stand at her side regardless of them. She and Brittany had been best friends before the lines had become muddled, but it was never an equal partnership. She'd had to look out constantly for Brittany and protect her from those who sought to belittle or intimidate her, and that was okay. She had liked fulfilling that role and she didn't regret doing so.

But Kurt would be an entirely different story. She could fulfill that same role for him that she had for Brittany, but she knew he would reciprocate it, whether she wanted him to or not. The very idea scared her. It would require her to lower her shields, to trust in someone more than she ever had before, and she didn't know if she had it in her to let another see her weaknesses. It helped that she knew he would never exploit them, not like she and Quinn had done to each other numerous times over the years.

Kurt would respect her and would demand that same respect in turn. She honestly didn't know if she was capable of providing it. That she might not be able, that she was afraid she simply lacked the basic humanity required to be a good friend, shamed and infuriated her.

She was so tired of being Santana Lopez. She rather thought Kurt Hummel could understand that.

But there was also another fear. She was so afraid of losing control, of coming to depend on someone else in the way she had always purposefully avoided. All of her relationships, sexual and otherwise, had been predicated on her being the dominant partner, the one who gave nothing more than that which was absolutely required. If or when it became too much, she bailed. Brittany had been allowed closer than anyone else, but even she had been kept mostly at bay.

It wouldn't be that way with Kurt; he wouldn't allow it. She had seen how he had gotten under the skin of others. Finn had said last night that he loved Kurt, and he did; she knew that. Quinn had a soft spot for him even though they were no longer as close. Before he had transferred to Dalton, it had been patently clear that Rachel longed to call him her friend. She had seen the occasional glances Puck shot Kurt's way, ones filled with such regret and sorrow, it was almost stultifying. Hell, even Sylvester wasn't immune.

Kurt had the uncanny ability to look at someone and know them, know their secrets and fears, to be able to precipitate their needs before those needs manifested. It's what also made so incredibly dangerous, though few understood why. His very character encouraged dependence and reliance upon him. If she allowed him to glimpse her, to see her truly, she would be made vulnerable and she would always remain such to him.

Sam was naturally submissive. He went along to get along. He was a peacemaker, a negotiator. He had a backbone, but it was only fueled by righteous indignation or the defense of another. He was a beta.

She liked to consider herself an alpha, but she had only assumed that role by intimidating and alienating other people, which was definitely cool but also incredibly lonely. She was the loner wolf.

Kurt was an alpha by nature. Even those instances in which he let others take the lead, he could usually be found somewhere in the background, pulling strings so subtly, most people never even realized those strings existed. Others believed him weak, and maybe he was, in a purely physical sense, but his superior intelligence, combined with a strong sense of cunning and his unique understanding of emotions, usually allowed him to triumph.

Rachel and Finn were the nominal leaders of New Directions, but they were merely figureheads. Everyone knew Kurt was the one in charge, far more so than Schuester ever dreamed of being. When Kurt had left, everything had fallen apart. There was an irreparable shift in the dynamic.

Schuester would delay the start of rehearsals, looking at the door and waiting for Kurt to saunter in before remembering that he was gone. Rachel would pitch new numbers, all of which centered around her, and then would calmly wait, only to realize that Kurt wasn't there to interject or call her ridiculous. When they talked about costumes, Tina would head over toward Mercedes, only to stare dumbly at the unoccupied seat next to her.

When the inevitable fights would break out, Mercedes would turn to her side, desirous of a cutting rejoinder, and winced when none came. Artie would pluck relentlessly at his suspenders because no one was there to tell him how awful they were. Finn didn't know what to do without Kurt there to correct his posture and breathing or to help with his dancing, and he resented whenever Rachel attempted to fill the void. Brittany was simply miserable without his comforting baby hands. When they performed group numbers, there was always a place left open, one which had belonged to Kurt, and no one was willing to step up and close it.

All of them missed him. All of them wanted him back. But not enough to do anything about it. Now the ball was in her court, she had placed it there, and she had to make the decision whether or not she was willing to return the serve.

And she really wanted to do that.

Finn, Puck, Karofsky; they were brute force and little else. Mercedes, Brittany, Rachel and Schue were overly emotional and thus easily manipulated. Quinn was little more than the good girl playing bad, and her ability to play that role was dimming, even if she didn't understand that yet. Mike, Tina, and Artie were smart enough to stay the hell out of the way, which ensured they'd survive almost any coup unscathed. Zizes didn't even matter.

But Kurt Hummel was the modern reincarnation of Machiavelli. Once he managed to control completely his own emotions, Kurt would become the global overlord and his enemies were doomed. That would be hot, and she could totally help him with that. So could Sam. Making Kurt stronger would make them stronger in their own right.

If this alliance or relationship or whatever the hell it was or might become moved forward, she knew that Kurt's would be the dominant personality.

It scared her than she wasn't more scared of that.

At this point, however, she really didn't see what she had to lose. She had no real friends, Brittany and Puck were happy with other people, the head cheerleading position had been taken away from her, and trying to pretend she was unaffected by it all was debilitating.

What was so wrong with wanting someone to take care of her? What was wrong with needing people, as long as you chose the right ones? Was she trying to talk herself into this idea or out of it? Fuck.

Sam was hot, no doubt about it. He was a legitimately nice guy. Sure, he had some issues, but who didn't? Maybe it would be a welcome change to share her own with other people rather than trying to fix the issues of everyone else. Maybe it was just her turn.

Maybe allowing Kurt to help them would allow him to help himself. She scooted closer to him.

And…she liked them. Even if she couldn't admit that to them yet, she truly liked them as people.

She didn't know why she was so surprised.

Of course, that didn't mean she wouldn't fuck with them. It was just what she did.

It was almost fifteen minutes later when Kurt's lashes began to flutter. Santana held her breath and waited. It had been fascinating to watch him sleep. He didn't move. He hadn't changed positions since Sam had settled them. She wondered if that was normal for him or if having Sam hold him had made the difference. She knew better than to ask.

His eyes snapped open and she was startled by the immediacy of his wakefulness. She tended to stumble about her house in a state of half-dress until her mother poured coffee down her throat, sometimes literally.

Fuck, if Kurt was one of those morning people, she was seriously going to have to rethink this.

"Hey Rainbow," she said softly.

His eyes widened impossibly before he gave an exaggerated blink. She could almost see his mind racing to connect the pieces as to how he had ended up with her.

"It wasn't a dream."

Not a question, but a declarative statement. She appreciated his refusal to linger in denial.

"No."

He gnawed on his bottom lip as his eyes flitted about her room. "You really brought me home with you?"

"I said I would."

"Why?" he softly asked. His tone was merely curious, not judgmental.

"Because I thought you needed a break from being you."

If she surprised him, he didn't let it show. "My dad."

"I called him," she explained. "He knows you're with me, where you are, and my address and phone number. It's okay."

He released a breath she hadn't even realized he was holding. Damn, he was really good.

He raised a brow. "Is Sam behind me?"

Her lips twitched. "He is. He held onto you all night."

His eyes became suspiciously glassy and it pained her. She wondered if he had ever had anyone do that for him, just hold him in a bid to make him realize that somehow it would be okay, someone other than his father. She wondered if, had he been conscious, he would have let Sam. She doubted it.

"He's apparently very well hung," Kurt said nonchalantly, "if his morning wood is any indication."

She snorted, hiding her surprise. Kurt joked about dicks? "Good to know."

"Something happened to him last night, didn't it? You were both trying to take care of me, but something happened. To both of you."

She marveled at his ability to slip into his caretaker role. She had expected exclamations of surprise and indignation. She had expected fury and ungratefulness and embarrassment. There were none of these, only his concern for them.

Jesus, who the hell was this boy? Why had she never bothered to find out? Why was all of this suddenly a lot more terrifying? Was he using her perceived emotional state to manipulate her? Did he actually care for her?

She had never been so unseated in her life, and she was kind of digging it.

She curled a lip. "Finn and Quinn are back together."

Kurt's eyes narrowed minutely. "I gather this happened prior to the party and that Sam was not summarily informed?"

"Correct."

"Bitches," he seethed. "The both of them."

"That's my take on the entirely fucked-up situation."

"And Brittany?" he gently asked.

"She's with Wheels." She ran a tongue over her upper lip. "With Artie," she corrected. "She loves him."

He exhaled slowly, his eyes filled not with pity but sadness. Sadness for her. "Oh, honey. I'm sorry, but she really does."

A sob caught in her throat and her mouth fell open, fighting to release it. She had known it but not accepted it until someone else had pointed it out for her. She kind of hated him for that, for destroying a particularly well-cared for delusion.

"I vaguely remember telling you last night that you should tell her you love her," he said. "I stand by that. You don't have to tell you're in love with her, and I'm not presuming that you are, but she needs to hear that you genuinely care for her, Santana. She needs to know that she means something to someone."

"Artie…"

"Artie loves Brittany, but he's in love with Tina. He always will be. I know him, sweetie, and Tina was it for him. He learned from his mistakes with her and he won't repeat them with Brittany, but if Tina broke up with Mike right now, Artie would be on her doorstep five minutes later."

"And that's not wrong?" she asked bitterly.

"I don't know," he admitted, his honesty searing her. She was grateful he didn't spout useless platitudes or consolation. "It's not ideal, but he treats Brittany well. He'll never cheat on her. He doesn't talk about her behind her back and he defends her to other people." He gave her that half-smile she found so utterly seductive. "And Brittany is smarter than most people give her credit for being, including you. She knows Artie loves Tina, and if Artie is using her, Brittany is using him right back to prove to herself that she's lovable. Just as Finn used me."

"I told your father everything Finn said to you," she said, almost belligerently, wanting to unseat him.

He gave her a bland look. "It was coming sooner or later. Both Dad and Carole feel the tension in the house whenever I'm home from Dalton. Maybe this way is better because it won't cause another verbal explosion from Finn or myself."

She stared at him, pissed off. Where was the condemnation? Where was the indignation? Goddamn it! "What?"

He smiled. "You wanted to provoke me. I'm not saying I'm not angry with you for blabbing my business, but I understand the context of why you did it. It's over and there's no point in pretending otherwise. I'll deal with it. I always do." He paused. "I know you're awake, Sam."

Sam sighed and mumbled incoherently into Kurt's neck.

"I'm uncomfortable with your proximity, Sam," Kurt said frankly. "Please let me go."

Sam instantly released him. "Sorry," he whispered.

"I don't want you to be sorry," Kurt replied. "I appreciate very much what both of you did for me last night."

"You're blushing," Santana noted. "Why are you embarrassed? It's not just because of Sam's boner."

Kurt made a dismissive noise, though it sounded somewhat strangled. "It's an autonomic reaction. It happens to most boys."

"But not to you."

His blush receded and he paled, his full lips settling into a grim line like a slash across his face. There was a story there, she realized, something beyond Karofsky, and she wanted to know what it was. But now wasn't the time.

"Kurt," Sam softly said, "you get that what Finn said to you is total bullshit, right? He talked to me too, you know, tried to bully me out of the duet. I didn't listen and told him where to go. I wanted to sing with you. That never changed."

"Sam…"

"No, Kurt. I get that you thought that you were being selfless, trying to spare me any humiliation, trying to protect me from what you go through, but what you don't understand is that you really hurt my feelings."

Kurt blinked slowly and rolled over onto his other side. "What?"

"Other than Finn, you were the only person who even tried to get to know me, to welcome me to the hellhole that I now know this town is." His voice shook slightly. "That meant a lot to me. And then you just took it all away and offered some lame-ass excuse that you were setting me free." His eyes darkened. "What if I didn't want that? Why wasn't I even consulted? Why was I just so easy for you to throw away?"

Santana blinked. Whoa.

"Oh, Sam," Kurt whispered.

Sam hopped to his feet. "I have to go to the bathroom." He dashed across the room, obviously trying to slow his stride in an attempt to maintain the appearance of normalcy. He failed.

Kurt shifted onto his back and stared up at the ceiling.

"You know that not all of that was about you," Santana said.

"Yes, but most of it was," Kurt whispered harshly. "It never even occurred to me that I might have hurt him. I thought I was being noble, but instead I was just careless with someone else's feelings."

"Like Blaine?"

He slammed his mouth shut with an audible clack. "I don't want to talk about him."

"Fair enough." She didn't particularly want to discuss Blaine either, because she knew once she started, she'd never stop. "Still, the point is valid. Quinn really fucked him over."

He snorted. "Don't forget about Finn."

"As much as it would thrill me to forget about him entirely, I can't. And I made sure to tell him last night what I thought about him and his attitude, about how he's basically become the Puck of junior year. You know, right after I slapped him across the face."

"Did you really?" he laughed, before shaking his head. "Who am I kidding? Of course you did."

"I decked Berry, too."

"Well, I always knew you were awesome."

She released a satisfied sigh. "Still, it's nice to be validated."

He nodded, eyes crinkled with amusement. "I understand."

She hesitated for a moment and then linked her pinky with his. "You understand a lot of things, don't you? About all of us."

"Don't make me out to be more than I am, Santana," he chastised, restless eyes scanning everything but her. "I'm not a paragon. I've made my share of mistakes and I'll probably make many more. Still, I watch people. I listen when they speak, especially when they're not speaking directly to me but in my vicinity. It's often the only avenue of social interaction I'm afforded."

She raised a brow. "What do you mean?"

He rolled his eyes. "People don't like me. They believe that I keep their secrets because I'm intimidated or because I have too many of my own. Or they wonder who I would possibly tell; after all, my social calendar is so anemic it requires iron supplements. Everyone knows Mercedes and I are not what we once were. I've kept things from her. A lot of things." He eyed her. "And I don't regret that."

He sighed and finger-combed his hair, which had maddeningly held its shape since the night prior. "Or it's because they think I'm one of the girls, or that I'm just weak." He raised a brow. "Come on, I've known you for twelve years, Santana. Until last night, when have the two of us ever held a conversation about anything of import?"

He held up a hand to ward off her interruption. "I'm not blaming or criticizing you, I'm just making an observation. We travel in different circles and that's okay. I never expected anything from you. You never actively sought to hurt me. You could have, I know that, but you didn't. That's why I knew last night on an instinctual level that you were honestly trying to help me, even if I was a complete basket case."

She told herself she was holding her tongue in a bid to draw him out further, but the truth was that she had nothing to say.

"I've watched the people in glee club," he continued. "I know what makes them tick. Yes, I understand them, but not because I'm empathic or even necessarily a good person. It's just that we're all fairly obvious."

She propped herself up on an elbow. "How do you mean?"

He shrugged. "Take Rachel for example. Do you truly believe all of the snide comments about her wardrobe and her screeching and her insatiable desire for control don't affect her? Of course they do; in fact, they only entrench her further in those habits. She's not confident, she's just stubborn.

"She's terrified about what will happen to her if she makes out of Lima. Here she's a star, and not just because she insists that she is, but because she's legitimately one of the most talented people in New Directions. But that's here, that's not New York or Los Angeles. She may have a one in a million voice in Ohio, but those who have similar voices and want to pursue their dreams of stardom all end up congregating in the same cities. She'll become just another little fish in a very large pond. She's scared to death."

He smirked. "I know what the others think, that I'm just the male version of Rachel with perhaps slightly less testosterone."

She snickered.

"But I'm not. I'm just the only one paying attention."

She sobered. That was…profound.

"Dr. Lyddie is your mother?"

She nodded. "She is."

"Did she tell you how I know her?"

"Only that she was one of your mother's doctors, that she thought you were a very strong child, but nothing else."

He nodded and lapsed into a silence in which he appeared completely comfortable, which unnerved her. "Why me, Santana?" he eventually asked. "Why reach out to me, and why now?"

She was quiet for a long moment, knowing if she offered anything but the unvarnished truth, he would see through her. She found that both creepy and awesome, though she didn't know why.

"Because I was wrong not to do it before," she said roughly, "and I don't like being wrong."

He considered her answer, the veracity of it, and was satisfied. "And Sam?"

"He has his own reasons. He should be the one to tell them to you."

He nodded. "I respect that. I respect you. I probably should have told you that before."

She snorted. "Why would you? I don't know why you would respect me at all. I'm just a bitch."

"You're a lot more than that," he countered, "but what I respect is that you acknowledge and don't apologize for who you are. That's very rare in people our age, I've found. It's very taxing being around people whose personalities shift with the tides. I've seriously debated committing Finn in order to determine conclusively whether or not he has multiple personalities."

She giggled. She couldn't remember the last time she had honestly giggled.

"It's the same with Quinn and Artie and Puck." He paused. "And Mercedes." He heard her breath hitch and he smiled. "I'm not blind to her, Santana, I never have been. I just learned a while ago to pick and choose my battles. She has so little, really, that I don't begrudge her pettiness. In the end, Mercedes has always come through for me. Sometimes it takes her a while to come around, but I can be patient where she's concerned. I know she's worth it."

"I've never seen you like this," she murmured.

"Like what?"

"Quiet. Calm. Deliberate. I always knew you were smart, and I had suspected that you were wise, but I never realized just how…accepting you really are."

"Well," he sighed, "that's not always been my choice. So many decisions were made for me without my consent or approval. Patience is indeed a virtue, but it's a learned one, and acceptance comes once you realize the only behavior you can alter is your own. That's been a very difficult lesson for me to learn, but I finally heeded it."

"Who are you, Kurt?" she whispered.

He closed his eyes and the tears spilled over. "I'm sad. I'm lonely. I hurt. And I'm…I'm so tired. I'm just tired, Santana. Aren't you?"

"Exhausted," she agreed.

"And Sam?"

"He's like us."

"He is, isn't he?" Kurt marveled. "I believe I owe him an apology. I'm not used to someone treating me as…a person."

She winced.

"No apology needed," Sam said, leaning against the door jamb of the bathroom, "but you still owe me a duet."

Kurt's lips quirked upward. "So I do."