Author's Note: The first chapter takes place the day after the wedding and completely disregards the last episode that aired.

Feeling the moment slip away
Losing direction you're losing faith
You're wishing for someone
Feeling it all begin to slide

"Gossip Girl here. My sources tell me a certain college dropout has been camped out in the lobby of the Regency Hotel for nearly three hours waiting for her latest bad boy to return after she sent him packing from the wedding that almost wasn't. What's the matter, S? Did your snap judgments backfire? People in glass penthouses aren't supposed to throw stones."

Serena van der Woodsen was frustrated as she angrily pushed the delete button to remove Gossip Girl's latest ranting from her cell phone. She would normally be annoyed with the bitch and her incessant need to monitor every move Serena made, but she had something much more important on her mind: Carter Baizen.

It had been over twenty-four hours since Chuck had seen Carter agreeing to leave the wedding with the Buckley brothers. Serena had left dozens of messages on his voicemail begging him to call her back and let her know he was all right. After she had grown tired of pacing the Waldorf penthouse waiting for her phone to ring, Serena had come to the Regency.

She had tried Carter's room first, but there had been no answer. Serena tried sweet-talking the front desk clerk into telling her whether or not Carter had returned to his room. He had refused and not-so-politely reminded her that the hotel guests valued their privacy and he was not about to violate that. Serena had argued with him and he'd ended up calling security to have her removed. Luckily the security guard was an employee of Bass Industries and a quick call to Chuck had spared her the embarrassment of being tossed out of the hotel. The guard confirmed Carter had not returned to the hotel and Serena had permission to wait in the lobby.

But the small victory had done nothing to ease her mind. Carter wasn't just ignoring her phone calls because he was mad at her or hurt by her reaction to his confession. He was missing and according to Nate, there was a very real possibility he was in danger.

Serena glanced down at the phone that she still had clutched in her hand and willed it to ring. Nate was trying to track down the Buckleys while Chuck and Blair were covering all the other bases in a way only Chuck and Blair could.

She didn't know what else she could do other than pace the lobby and wait for him to come back. She tried not to imagine the worse. Carter was capable of handling himself and the Buckleys might be angry, but they wouldn't do anything rash.

Keep telling yourself that, Serena thought. She sighed. This was her fault. Carter had a chance to leave and he had stayed for her. He stayed in New York because he cared about her and he wanted a chance and she had tossed him aside because of a mistake he'd made in the past. Gossip Girl was right. She had no business being so judgmental. She couldn't stop thinking about the look on Carter's face when he had asked her to give him a chance and believe in his feelings for her. The pain in his blue eyes was haunting her.

Her heart felt heavy inside her chest as she thought about all the times Carter had asked her to trust him. He had laid himself on the line for her and she had practically spit in his face. What is wrong with me? Serena wondered. No matter what Carter had done in the past, he had proved over and over how much he cared about her. Now he needed her and she was uselessly pacing the lobby.

The phone in her hand began to vibrate and Serena nearly jumped out of her skin. She held her breath as she glanced at the display, hoping to see Carter's name. Her heart sank when she saw Blair's name flashing on the caller ID.

"Hi B," Serena answered. She tried and failed to hide the disappointment from her voice.

"S, where are you?" Blair Waldorf demanded. Her voice was filled with concern. "Dorota said you left hours ago and then Gossip Girl –"

"She's right as usual," Serena interrupted. "I'm waiting at the hotel for Carter to come back." She waited for Blair to express her disapproval.

"I knew that Bree Buckley was nothing but trouble!" Blair cried, causing Serena to have to hold the phone away from her ear. "All that I'm from Texas and we drive tractors and marry our cousins and pretend to be nice people when – hey!"

"Serena." Chuck Bass' cool voice came through the phone as Blair continued ranting in the background. "Bree has already left New York and Nate tracked down her cousins. They claim to not know anything, but I have ways of making them talk. Not that Baizen is worth the trouble," he added. As always, Chuck's disdain for Carter was evident in his tone.

"I was right about Carter too!" Blair shouted. Serena could hear her trying to get the phone away from Chuck. "I told you he cared about Serena! He's different with her!"

Serena sighed and felt like someone was twisting a knife in her heart. "Call me back if you hear anything." She pressed the button to end the call before Chuck or Blair could respond. She knew her best friend meant well, but listening to her defend Carter only made Serena feel worse. It was obvious to Blair how Carter felt about her. Even Chuck had felt the need to clue Serena in on what Carter had risked for her. She was the only one who had failed him.

"Carter, where are you?" Serena muttered. She didn't care that she was in the middle of a hotel lobby where people already thought she was some kind of psycho stalker. She needed to find Carter and tell him how sorry she was.

"Serena."

Relief washed over her at the sound of his voice. Serena couldn't stop herself from smiling as she whirled around to greet him. "Carter, thank –" She stammered and the smile faded from her face as she got a good look at Carter.

He was still wearing the clothes he'd worn to the wedding. His shirt was torn and covered in dirt. His hair was in disarray, but it was his face that stopped her heart. His left eye was nearly swollen shut under an ugly bruise. There was a cut under his right eye and both of his cheeks were covered in black and blue bruises.

"Oh Carter." Serena threw her arms around his neck and hugged him tightly. She heard him gasp with pain. "I'm sorry." She pulled back and Carter placed his hand over his ribs. "You need to see a doctor. I'll take you to the hospital," she offered.

"No." Carter took a step back from her. "I'm tired. I need to shower and burn these clothes."

His voice was cold and distant and Serena felt tears starting to burn in her eyes. She swallowed hard to keep the lump in her throat from bursting. "Carter, please. Tell me what happened," she pleaded.

"Fine," Carter snapped. His eyes were cold when they met hers. "Come upstairs." He turned and strode to the elevator without waiting to see if she followed.

Serena hurried to catch up with him. There was another couple waiting for the elevator and Carter ignored their curious stares. He didn't acknowledge Serena as they rode to his floor. He pulled out the key and held the door to his room open for her.

"Let me get some ice for your face," Serena offered.

"No," Carter replied coldly. He let the door slam and began unbuttoning his shirt. He tossed it at the trash can and went to pour himself a glass of scotch. He drank the shot and immediately poured another.

Serena could see there were dark bruises on his back and chest. She tried reaching for him again, but Carter refused to let her touch him and he kept his back to her as he sipped his scotch. "Carter, please see a doctor," she said.

Carter finally turned to face her and his blue eyes were ice cold when they met hers. "What do you want, Serena?"

His tone was like a slap. But Serena knew she deserved it. She had hurt him and she needed to fix it.

"I want to make sure you're okay and I want to tell you how sorry I am for not listening to you. Chuck told me that you stayed here for me," Serena said.

"Chuck told you?" Carter's eyes darkened. "I told you!" His voice was filled with bitterness. "I told you over and over again how much you matter to me. But I clearly don't matter to you."

"How can you say that?" Serena cried. Her eyes blurred with tears. "I've been so scared, Carter! You have to give me a chance to make this up to you."

"No," Carter snapped. "Look at me, Serena! I don't have anything left to give to you. You've taken it all and thrown it back in my face and like a fool I kept coming back for more. I'm done."

Serena bit her lip as the tears slipped down her cheeks. She had never seen Carter so angry. The way he was looking at her was even worse than when she'd hurt him. "Carter, please. I need you."

Carter shook his head. "I already told you that I'm not going to be your bad habit. I'm not going to be your safety net either." He reached out and cupped her face in his hands, softly brushing away her tears with the pad of his thumb. "I love you, Serena, but that's not enough for you." He dropped his hand from her face and walked to the door. "You need to go."

Serena was too stunned to speak. Carter opened the door and kept his eyes trained on the wall. Her brain was screaming at her to protest, but she knew Carter wasn't going to listen to anything she had to say. She had hurt him and there was no going back. She walked out of the room and Carter closed the door with a soft click behind her.

Serena wasn't sure how she made it back to the Waldorf penthouse. Everything was a blur once she left the hotel. Chuck and Blair had been waiting for her. She explained that Carter was back and then she went to the guestroom and closed the door to avoid answering their questions. She slipped off her heels, curled up on the king sized bed and began to sob uncontrollably.

* * * *

Carter stepped out of the shower and wrapped a towel around his waist. He was starting to feel halfway human again. His ribs were aching but he was fairly sure nothing was broken. He turned to the mirror and scowled at the reflection staring back at him. His bones weren't broken, but the rest of him was.

He laid his hands on the marble countertop and sighed as he thought about his night with the Buckleys. The hillbillies had gotten off on beating him like the overgrown schoolchildren they were. Carter knew he deserved their anger and he hadn't tried to fight back. Jilting Beth Buckley was the worse con he had ever pulled. Telling Serena about it had been the hardest thing he'd ever had to do – before tonight.

When he'd walked into the hotel and saw her standing there calling for him, Carter had wanted nothing more than to take her in his arms and never let her go. He had loved Serena van der Woodsen from the moment he'd laid eyes on her. It wasn't just her beauty. Serena was special. She wasn't perfect – just the opposite – she was deeply flawed, but so was he. They understood each other and Carter knew he could give her everything she could possibly want.

But she was never going to let him. As soon as she'd turned to him and thrown her arms around him, all he had thought about was her telling him to leave her alone at the wedding. Her family had been in crisis and she didn't want any help from him. She was never going to accept him or trust him or his feelings for her.

Carter had seen the hurt and shock on her face when he'd told her he loved her. He hadn't meant to say the words a loud. But the second he'd touched her face, Carter had known he had to get them out. He needed to say the words and then he needed to let her go. It was the only chance he had to turn his life around.

He forced himself to look at his reflection again. The bruises on his face would heal within a few days but he had much deeper wounds to deal with. Carter couldn't really blame Serena for not trusting him. He had done some despicable things. He had gambled away his trust fund and he had hurt everyone who had ever been close to him. He couldn't keep living this way.

As Carter stood in the hotel bathroom staring at his battered reflection, he vowed he would make something of his life. But he wasn't going to do it for Serena. Carter knew the only person he needed to prove anything to was himself. It would take time, but his feelings for Serena would fade.

The ache in his chest reminded him just how hard it was going to be to get over her.

* * * * *

When she woke up the next morning, Serena's eyes were swollen from crying. As soon as she opened them and saw the light flooding in through the blinds, the night came flooding back to her. Serena pictured Carter's bruised face and the cold look in his blue eyes as he told her it was over. She heard his voice in her head saying "I love you" over and over again. He loved her. Carter Baizen loved her and she had destroyed him.

"You're so selfish," Serena said. She thought about the people in her life. She had walked out on her mother because Lily wanted her to go to college. She barely made time to talk to Eric and things had been rocky between her and Chuck lately. Blair was the only person who she hadn't hurt recently, but she had certainly hurt her in the past. She couldn't remember the last time she'd had a conversation with Nate before she'd asked him to track town the Buckleys. No wonder Carter wanted nothing to do with her. She didn't deserve his love.

Before she could start crying again, there was a knock on the door and Blair came in without waiting for an answer. The smile faded from her pretty face when she saw the state Serena was in. Her hair was a disaster and her dress was wrinkled from sleeping in it. But the puffy eyes were what had Blair hurrying to the bed and wrapping her best friend in a hug.

"Oh S." Blair held her as tight as she could. "Tell me what happened."

"I ruined everything." Serena let the story pour out of her. By the time she finished, her eyes were filled with tears again.

"S, you need to stop this." Blair wiped the tears from her eyes and caught Serena's chin, forcing her to look at her. "You're Serena van der Woodsen. Are you really going to let something like this stop you?"

"Carter already made up his mind and I can't blame him. I would break up with me too."

Blair rolled her eyes. "He told you he loves you, Serena. He doesn't want to break up with you. He got beat up and his pride is wounded. He's trying to save face. You need to change his mind."

Serena could tell Blair was already cooking up a scheme. "Blair, no. I don't want to hurt Carter anymore than I already have."

"Serena!" Blair cried. Her brown eyes were wide with disbelief. "Since when are you a quitter? Do you want to be with Carter? Yes or no?"

"Yes."

Blair nodded/ "Then we will make that happen. First you need to shower and I'll have Dorota prepare some cucumber slices for your eyes. I'll find something for you to wear that will make Carter forget all about his pride and he will be begging you to take him back."

"Blair," Serena protested.

"Fine." Blair sighed dramatically. "You'll be the one doing the begging, but you can still look good doing it."

Serena nodded and got out of bed. "I want to make sure Carter sees a doctor in case his ribs are broken."

"That's not going to happen."

Serena and Blair both turned to the doorway. Chuck was leaning against the doorframe watching them.

"Chuck!" Blair crossed the room to him and put her hands on his chest. "We talked about this. Carter is good for Serena. Don't fight me on this." The warning in her tone was clear.

"It's not that." Chuck brushed his lips against her forehead and turned to Serena. "I just received a call. Carter checked out of the hotel early this morning."

Blair frowned. "Where did he go? He doesn't have any money," she pointed out.

Chuck's eyes were still focused on Serena's. She hadn't moved since he had come into the room. "Carter cashed in the plane ticket I gave him. I'm sorry, sis."

"We'll find him," Blair said reassuringly, even though there was panic in her eyes. "Chuck, call one of your private investigators to track him down. We'll find him, S."

"No," Serena said quietly. "Carter doesn't want to be found and we need to respect that."

"But S -" Blair started.

"No," Serena said. Her voice was firm now. "I owe this to Carter. Thank you both for your help." She quickly moved past Chuck and Blair and hurried to the bathroom. She closed the door and turned on the water in the shower. As the water began to heat up, Serena's legs gave out and she crumpled to the floor and sobbed.