The faint sound of knocking startled Jerry out of a sound sleep.

What time is it?

He rolled over and squinted at his alarm clock, groaning when he saw that it was barely 2:45am.

The knocking came again; louder this time. He rose quickly and climbed out of bed with a yawn, padding into the dark living room.

"All right! All right! I'm coming!" he yelled when the knocking continued.

After turning on a light, Jerry stumbled to the door and unhooked the chain. "Kramer! What are you doing? It's three o'clock in the morn-"

He yanked the door open, surprised to see that it wasn't Kramer.

"Elaine? What are you-"

Before he could finish, Elaine threw herself into his arms and held him tightly.

He wrapped his arms around her and held her close; stroking her hair. When she tightened her hold on him, he realized that something was terribly wrong. She had never popped in during the middle of the night before. Then he heard the unmistakable sound of crying.

But that was impossible. Elaine hardly ever cried.

After several minutes he let go and what he saw shocked him. Her eyes were red and puffy and her face was streaked with fresh tears.

Quickly, he rushed her inside and closed the door. "Oh my God, Lainey, you're shaking!"

He could hear her sniffling as he guided her to the sofa. "Come here and have a seat." He said, joining her. "What happened?"

Elaine stared at him and as soon as their eyes locked, she began to cry again. No sooner had he draped an arm around her than Elaine laid her head on his chest.

Jerry felt helpless. He'd never seen her so upset before. He had no idea how to comfort a woman. Most of the women he dated were overly-sensitive; crying at the drop of a hat. And frankly, their sob stories bored him to no end.

He thought about George and his ridiculous scheme to pick up vulnerable, grieving women at funerals. The only goal was to end up in bed with them at the end of the night. But that wouldn't work with Elaine. She knew Jerry better than anyone.

What should he do in this situation? He tried to imagine what would happen in the movies. What would Cary Grant do? He was suave, sophisticated and women loved him.

But who was he kidding? Jerry was no Cary Grant. Or even Hugh Grant for that matter.

So he did was he felt was best. He held Elaine while she cried. He could feel the warmth of her skin on his t-shirt as she snuggled closer to him. Her hair cascaded down her back in wavy tendrils and he found himself unable to resist its silkiness. When he leaned his head against hers, he could smell the faint scent of her shampoo. He recognized it instantly; the lilac aroma ignited a flood of memories and he was overcome with the urge to kiss her.

But before he could, she began to stir. Slowly she raised her head and turned to face him.

"Oh God, I'm sorry, Jerry." She said, wiping the tears from her cheeks. "You must think I'm an idiot. I barged in here in the middle of the night, woke you up and I-"

Jerry put a finger to her lips to silence her.

"You're not an idiot." He said "Well, no more than the rest of us." He was immensely relieved when she laughed. He brushed a lock of hair from her face. "What's wrong, Lainey?"

Elaine took a deep breath. "Oh God... my life is so screwed up, I can't even begin to describe it."

Jerry started to make a sarcastic comment but when he saw the pain in her eyes, he thought better of it. Instead, he took her hand in his and caressed it.

"Lainey, you can tell me anything. What happened?" he asked, surprised at the compassion in his voice.

She swallowed hard. "Well, I wanted to surprise David, but when I got over to his apartment, Sue Ellen answered the door."

"Sue Ellen Mishki?"

"Uh Huh..." Elaine said, looking away.

Jerry could see the tears glistening in Elaine's eyes. "I thought she lived in India. What was she doing in David's apartment?"

Elaine was silent for so long that Jerry wondered if she'd heard the question.

"Elaine?"

"Jerry, they're married!" Elaine blurted out.

Jerry was stunned. "David and Sue Ellen are married? I thought she lived in India. My God! When did this happen?"

"Um, I don't know really. I-I guess while we were in prison." Elaine said; her voice quivering.

Jerry was completely at a loss for words.

"Well-"He finally said. "This is big."

"Uh huh..." Elaine said again. A tear fell from her eye and splashed onto her shirt.

Jerry put his hand on her shoulder. "You really loved him, didn't you?" he asked; searching her face for the answer.

Elaine laughed nervously. "No... Not really. Isn't that stupid?"

"Well, no... It must have hurt, seeing the two of them together. But is that really all that's bothering you?" Jerry asked.

Elaine sniffed. "God, I wish that's all it was."

Jerry reached over and brushed a tear from her cheek. "Well then, what?"

"I-I just hate the thought of being alone." She said as her voice broke.

Just then a strange sensation came over Jerry and he realized that he actually cared that Elaine was hurting so badly.

Then it hit him.

George and Kramer were right. He really was in love with her!