Author's Note: Thanks to everyone for the reviews. I really appreciate so many of you taking the time to leave them. Feedback makes me want to write faster (hint!). As always, a special thanks to Katy for helping me with this and for being awesome in general.

Don't fall apart
Don't let it go
Carry the notion
Carry the notion back to me

Serena was relieved when she stepped off the elevator and found the penthouse empty. Lily and Rufus were going to be at the gallery for the evening and she was free to wallow in her self-pity and shame. She kicked off her heels, dropped her purse on the coffee table, flopped down on the couch and then considered going to the kitchen to see if there was ice cream. A good wallow wasn't complete without chocolate chip cookie dough.

She padded into the kitchen and found a quart of Ben & Jerry's tucked in the back of the freezer. Serena grabbed a spoon from the drawer and dug right into the ice cream without bothering with a bowl – she planned on devouring the entire thing. A bottle of wine caught her eye and Serena debated pouring herself a glass – or possibly pouring it over her ice cream – and decided against it. At the rate she'd been screwing up lately, the last thing she needed was to get drunk and cause more trouble for herself.

Serena returned to the couch with her ice cream. She had spent the long cab ride through rush hour traffic reflecting on the bad choices she had made since coming back to New York. Going along with Blair's stalker ruse had been her first mistake, but somehow that didn't seem so bad compared to today's debacle.

Her face grew hot at the mere memory of seeing Matt and his girlfriend – she thought Carter had introduced her as Emily, but she'd been too busy dying at the time to pay attention – coming into the restaurant. Why hadn't she listened to Blair when she'd suggested she was overreacting? Blair was the queen of act first and think later and she had tried to tell Serena she was making a big deal out of nothing. Carter and Emily had shared a hug in the middle of a restaurant and Serena had responded to it like she'd witnessed him proposing marriage.

"Idiot," Serena muttered. She spooned another large helping of ice cream into her mouth. She could only imagine the conversation Carter was probably having with his friends right now. Matt already disliked her and now he probably thought she needed to have her head examined. There was no chance Emily had anything but a low opinion of her and Carter was probably thanking God that he'd had the good sense to run as far away from her as possible and not look back. The three of them could laugh at her stupidity and then go about their evening. Emily probably had sane friends she would introduce Carter to.

Her phone started ringing and she knew without even looking that it was Blair. Serena had texted her from the cab telling her who Emily was and that she did not want to talk about it. Blair had responded with an "I'm sorry and I'm here if you need me" text, but Serena knew her best friend wanted the whole story and wouldn't be satisfied until she heard every last embarrassing detail. Serena was actually surprised she'd managed to hold off calling this long. She reached for the phone.

"Blair, I love you, but I need to be alone right now," Serena answered. She tucked the phone between her shoulder and her ear so both hands would be free for her ice cream.

"S, I don't think you should be alone. Come to the penthouse and we can watch a movie," Blair offered. "Chuck has a meeting so he won't be here to do his usual running commentary of what's wrong with it."

Serena laughed, in spite of everything. Chuck did tend to ruin perfectly good movies by pointing out flaws normal people would never notice – like why a purple bowtie would work better than a regular tie with a certain suit. "I appreciate the offer, but I'm staying here. Alone," she added before Blair could invite herself over.

Blair sighed. "At least tell me how you left things with Carter."

Serena cringed, thinking about how she had run out of the restaurant without bothering to give him an excuse. Saying the words out loud couldn't possibly make her feel any worse, so she gave Blair a brief recap.

"Oh S," Blair said when she finished, sympathy pouring from her voice. "You're going to have to face him sooner or later because I'm not letting you run back to Paris and hide for another seven years."

"Don't worry, B, I don't plan on leaving this apartment, let alone hopping a flight to Paris. I'll call you tomorrow," Serena promised. She ended the call and tossed the phone on the table. She was going to stay because it was the adult thing to do and she knew she would have to face Carter eventually. But tonight, she was going to eat ice cream and sulk.

She dug around in the ice cream and scooped out a large spoonful of cookie dough. Serena brought the spoon to her lips and heard the elevator doors open. Confused, she leaned off the side of the couch and looked back toward the foyer, expecting to see Lily or Rufus. But it was Carter who strode out of the elevator and the shock caused her to drop the spoon. Serena tried to grab it before the ice cream hit the carpet, but she misjudged her balance and tumbled off the couch, sending the ice cream container flying.

Serena hit the carpet with a soft thud, her arm landing on the spoon, smearing cookie dough against her bare skin. The container bounced over the carpet, spilling melted ice cream in its path before coming to rest near the end of the couch. Knowing she had no other choice aside from praying for death to take her on the spot, she looked up and her eyes met Carter's.

He was laughing at her.

"Are you all right?" Carter asked, his voice shaking with laughter. When she glared at him, he laughed even harder, his cheeks reddening until his blue eyes shone with tears and he had to struggle for breath.

"It's not funny," Serena protested. She eased herself into a sitting position and pulled the sticky spoon off of her arm, her eyes taking in the mess the ice cream had made because she'd fallen off the couch. The ridiculousness of the situation hit her and she started to laugh. Her eyes met Carter's. "Maybe it's a little funny," she said, laughing harder.

Carter managed to get a grip on his laughter and went into the kitchen to find some paper towels. He spotted the lid for the ice cream sitting on the counter and grabbed it, carrying everything back into the living room where Serena was still sitting on the floor. She handed him the container and set to work blotting the ice cream out of the carpet while he put the ice cream back in the freezer and tossed the spoon in the sink.

"I think I got most of it," Serena announced when he returned to the living room once again. She threw the paper towels in the wastebasket and pulled herself back onto the couch. She couldn't bring herself to look at Carter, so she focused her attention on scanning the carpet to see if she had missed any spots.

Carter sat down next her, leaving little space between them and cupped her chin in his hand, forcing her to look at him. "Emily told me what happened earlier," he said. His hand lingered briefly on her cheek before dropping back to his lap.

"I'm sorry, Carter," Serena apologized. She forced herself to look him in the eye; he deserved at least that much from her. "I can only imagine what Matt and Emily must think of me. I should have stopped Blair when she was on her tirade, but I -" She paused, not sure how to explain her behavior without telling him she was helplessly in love with him. "I should have stopped her," she repeated lamely.

"Em was a bit taken aback by the whole incident," Carter said, searching her eyes for what she wasn't telling him. "But Waldorf didn't scare her as much as she wanted to. Which brings me to my next question, why did she want to?"

Serena dropped her gaze back to the floor, her cheeks burning. There was no way out of this for her other than telling Carter the truth. "I saw the two of you together and I misread the situation and thought you were on a date. I told Blair and she tried to handle it." She waited for him to tell her how much he hated her and how he never wanted to see her again.

Instead, he surprised her by laughing softly. "That's what I thought. No one will ever accuse Waldorf of being discreet."

More than a little confused, Serena risked looking at him and saw amusement in his eyes and a faint smirk on his lips. "Why aren't you angry with me?" she asked.

It was Carter's turn to look confused. "Why would I be angry with you? Unless Emily left out part of the story, Blair was the one who was out of line and I expect that from her. I understand why you were embarrassed when Emily showed up with Matt, but I wish you had stayed and just told me what happened."

"I was going to tell you, but then I saw Emily and realized my mistake," Serena said. She still didn't understand why Carter was being so nice about this. Maybe he felt sorry for her because she was so damn pathetic. The thought didn't sit well and she rose to her feet, suddenly feeling the need to pace the room.

Carter watched her, still trying to figure out what she wasn't telling him. He'd considered things from her point of view on the ride over and he understood she was embarrassed. She had overreacted to the situation, but he wasn't going to hold that against her. They were still testing this friendship thing and the lines weren't quite clear yet. He might have had a similar reaction if he'd seen her with another guy.

Something unpleasant tightened in his chest at the thought.

"Serena." He rose from the couch and joined her by the window where she stood looking down at the traffic to avoid looking at him. "This friendship thing is not going to work if we're not honest with each other," he said.

She nodded and finally turned to look at him. There was that familiar intensity in his blue eyes and Serena found herself thinking of the countless times he had looked at her like she was the most precious thing in the world. The thought that he would ever look at someone else that way was unbearable and she knew she had to do something before it was too late.

"Maybe friendship isn't enough," Serena blurted out. She saw the surprise flicker across his face and pushed on before she lost her nerve. "I don't want to have to worry about seeing you with someone else when you belong with me." She took a step toward him and locked her arms around his neck, dragging his mouth to hers.

The instant their lips touched, a spark of electricity seemed to radiate between them. Kissing him again was even better than she had imagined. The familiar heat of his mouth on hers, mixed with the longing and desire she'd been holding onto for so long had her heart pounding in her chest. She poured her emotions into the kiss, wanting him to feel everything she felt for him.

When the kiss broke, it took Carter a full minute to get his bearings, and he simply stared at Serena, trying to wrap his mind around what had just happened. She gazed at him, her eyes hazy with lust and whatever sense of control he thought he had, snapped.

His arms went around her waist and he pulled her body against his. He smiled when he heard a small gasp escape from her lips and lowered his mouth to hers. Blood pounded in his brain as the kiss went deeper, a slow slide into heat that tangled his senses and made him desperate for more.

Her hands slid down his chest and she tugged his shirt from the waistband and let her hands roam over his skin. Carter broke the kiss long enough to yank the shirt over his head before feasting on her lips again. His hands fisted in her hair and his lips, fast and frantic, moved from her mouth to her throat. He traced his tongue over the thick beat of her pulse and she moaned, her head falling back to give him more access.

Without letting go of each other, they stumbled toward the couch, Serena laughing and lightly shoving him down, quickly sliding herself over him, eager to taste him. She feathered kisses along his jaw line, enjoying the way his hint of stubble tickled her lips. His hands slid over her back and he caught the zipper of her dress between his fingers. Instead of lowering it, he placed his hands on her shoulders and gently pushed her back.

"We can't do this," Carter said, the reality of what he was about to do breaking through the cloud of desire that had taken over his mind. He eased himself into a sitting position, forcing Serena to do the same.

She stared back at him in disbelief, struggling to get her breathing back to normal. She wasn't crazy – he had wanted her just as much as she wanted him. The mind-numbing kisses they had shared proved that.

"What's wrong?" Serena asked. She reached out, brushing her fingertips over his cheek. "I can see this is what you want." She dropped her hand to his chest and felt his heart racing against her palm.

Carter sighed, placing his hand over hers. "We can't do this," he repeated. "It would be a mistake." He let go of her hand, and needing the distance, stood to retrieve his shirt.

"How can you say that?" Serena stood up as well, her eyes never leaving his. "I know what I felt Carter, and I know you feel it too." She wasn't about to let him deny what was obviously between them.

Carter hastily pulled on his shirt and tried to figure out how this had gotten out of control. Her kissing him had taken him by surprise and he'd reacted like any red-blooded straight male would. But he knew she was right and it went deeper than that. He did feel something for her and despite his best efforts to bury it deep inside himself, being near her was bringing his need for her back to the surface.

But that did not mean he had to act on it. "Serena, I'd be lying if I said I hadn't thought about being with you again. You're beautiful and special and you have this effect on me that no one else will ever come close to," Carter admitted. He watched the smile spread across her face and felt like an ass for what he was about to say. "But we both know how this story ends and I can't go there again."

"It doesn't have to be that way," Serena said. She took his face in her hands and gently kissed him. "We're different people now."

"We are different," Carter agreed. He pulled her hands away from his face and held them in his. "I don't want to go down that road again, Serena. I can't."

"It's my fault things didn't work out between us," Serena insisted. She could see the torment in his eyes and she knew he didn't really mean what he was saying. He wanted this as much as she did or he would have walked out the door already. "Please Carter; I know we can make this work."

"It's not a good idea," Carter said firmly. He dropped her hands and took a step back from her. "I can be your friend, Serena, but that's all. Anything else is too complicated. I'm sorry I let things get out of hand."

Serena was quiet. Her heart would be breaking into a million pieces if she believed for one second that he meant what he was saying. But she knew Carter. He was doing this to protect himself from her and she couldn't blame him for that after the way she had torn him apart the last time they were together. His scars weren't going to heal overnight just because she wanted them to. However, she could do everything in her power to help him get there.

With renewed confidence, Serena decided it was time to change her tactic.

"I understand and I'm sorry I kissed you." She moved closer to him, trailing a hand over his tussled hair. "Well, I'm not really sorry about the kiss. You were always very good in that department." She winked at him.

Carter was confused by the quick change in her demeanor, but her words brought a smile to his face. "That was never our problem," he agreed, his mind drifting back to some of their memorable times together. Between his memories and what had almost happened, he was going to need a cold shower when he got back to the hotel.

"Well, I'm glad you came by so we had a chance to talk," Serena said, her gaze shifting to the couch, making it perfectly clear that talking was the last thing on her mind.

"Right," Carter agreed. His throat was suddenly very dry. "I should get going." He needed to get out of there before he started second-guessing his decision and did something they would both wind up regretting.

"Let me walk you out," Serena offered, casually linking her arm through his. She bit her lip to stop herself from smiling at his confusion. When they reached the elevator, she was surprised to see the doorman stepping out. "Hi Lloyd," she greeted him politely.

"Good evening, Miss van der Woodsen, Mr. Baizen," he added. He handed Serena a manila envelope. "This came for you and the messenger service said it was urgent, so I brought it up myself."

"Thanks," Serena said, frowning at the package. She wasn't expecting anything and there was no return address. Curious, she used her fingernail to break the seal and pulled out the contents. Inside, she found large black and white photographs. The first was a shot of her and Blair outside the Plaza. The next, the two girls were talking to Emily on the corner. She flipped through several similar shots and the last few were her arriving at the restaurant and stepping out of the cab when she returned to the Palace.

"Shall I hold the elevator?" Lloyd asked Carter.

"No," Carter replied. He waited for the doors to close before he snatched the pictures from Serena. "Are these all from today?" He shuffled through the pictures, irritated that some creep was doing this to her.

"Yes," Serena said. She knew Blair had to be behind this, but she had no idea how her friend had pulled it off. She glanced at Carter and saw his irritation was quickly building to anger. She knew it made her a terrible person, but she couldn't resist using the pictures to her advantage. "I can't believe I didn't notice someone taking pictures of me." (That part was true and a little creepy if she let herself think about it too much).

"Don't worry, Serena." Carter put his arm around her shoulders and pulled her close to him. "I won't let this guy get anywhere near you."

Serena leaned into him, resting her head on her shoulder and ordering her conscience to take a backseat. Yes, she was being deceitful but it wouldn't hurt just this one time. It wasn't her fault Blair had sent those pictures over when Carter happened to be there (although the timing was a little suspect for her to believe it was a coincidence).

"Can you stay?" Serena asked. "My mom and Rufus will be back in a few hours, but I don't want to be alone right now."

"I'll stay," Carter agreed. He wasn't about to let her out of his sight now that he had seen what this stalker was capable of.

Serena smiled gratefully and wrapped her arms tightly around his waist in a "friendly" hug. "Why don't we watch a movie?" she suggested. "That's something friends do together, right?" She took his hand and led him back to the couch.

"Right," Carter said. Between thinking about what had nearly happened the last time they'd been on the couch and worrying about her safety, he doubted he would be able to concentrate on a movie. But when she grabbed the remote and sat down next to him, animatedly going over their choices, he decided he didn't care.

He was exactly where he wanted to be.

* * * * *

After watching Ocean's Eleven (Carter's choice) and Chicago (Serena's), they were in the middle of deciding between the history channel and the travel channel when Rufus and Lily arrived home, clearly surprised to find Serena and Carter sitting on the couch with an open pizza box on the coffee table and excused themselves to their room.

"Subtle," Serena joked when they were out of earshot.

Carter laughed. "Maybe we should have offered them the rest of the pizza."

"Thanks for staying. Tonight was a lot of fun," Serena said. They had never just hung out before and she realized that they had been missing out. Staying in with movies and pizza was a lot less stressful than battling to be seen at the hottest clubs or trying to get a table at the latest "it" restaurant. Of course she had spent half the night thinking about how great it had felt to kiss him and what she was going to have to do to force him to let his guard down again.

"It was fun," Carter said. He'd been pleasantly surprised how easy it had been for the two of them to relax together. His mind had wandered to dangerous territory on more than one occasion when her arm had brushed his or she'd turned her head and the scent of her hair drifted to his nose. But he'd managed to keep his hands to himself, even if some of his thoughts were less than pure.

Serena walked Carter to the elevator and gave him a hug, pressing her body against his in a way that would never be classified as platonic. "Good-night, Carter," she whispered against his ear.

"Good-night," Carter managed to mumble, despite the blood rushing from his head. He stepped into the elevator and took one last look at her. "I'll stop by tomorrow to pick you up on the way to the restaurant. I don't want you to be alone."

Serena nodded. "I'll see you tomorrow." She waited for the doors to close before letting out the breath she'd been holding. She was probably going to burn in hell for manipulating him, but she would make it up to him in the long run. She had every intention of doing everything in her power to make Carter happy for a long time.

She picked up the pizza box and her cell phone and dialed Blair as she walked to the kitchen. "How exactly did you get those stalker pictures of me?" Serena asked when her friend answered on the first ring.

"Chuck's PI took them," Blair explained. "When you went to fix your make-up, I called Chuck and told him we might have a situation just in case there was something to the girl you saw with Carter. Which there wasn't," she pointed out.

"Now's not the time for 'I told you so.' How did you know Carter was here?" Serena asked. She set the pizza box on a shelf in the refrigerator and grabbed a bottle of water before heading down the hall to her room.

"The PI saw him arrive when he was leaving your building and then Chuck paid him extra to get the pictures developed and sent over. It's a good thing Carter was there for more than an hour. What exactly were you two doing?" Blair asked.

Serena smiled. "It's a long story."