THREE

He couldn't look away from her sleeping form. Through the crack of the door he could see her clearly, her deep brown hair scattered and her arms wrapped tightly around the pillow. Somehow the sight of her just took his breath away.

Jerry was just going to get a shirt when he remembered who was in his bedroom. For the past ten minutes he had stood behind the cracked open door, staring at her, not able to look away. He didn't know where this sudden surge of emotion had come from, but it had happened quickly. All of a sudden, the woman who he had sworn to being "just friends" with was pulling him back, without even really doing anything. Sighing, he pushed the door closed and headed back over to his spot on the sofa. The blanket around him didn't keep the cold from coming, and he imagined what it would be like back in his room, with her, snuggled closely together, fighting off the frigid New York winter with each other. He had done that before with her…all those years ago. But then, it seemed, he didn't really even care.

All these years later, he realized what he was missing, what a wonderful woman she really was. Her beauty simply amazed him, to the point where lately he just couldn't look away. When he rolled over onto his side, attempting to find some comfort on the hard couch, he couldn't help but wonder why all of a sudden these feelings were emerging. Closing his eyes tightly, he willed the thoughts to go away.

……………………………

The next morning, by 10:30, she still wasn't awake. Jerry didn't have the heart to wake her, though he knew she had work, because he had been noticing lately how worn out she seemed. Over what, he had no clue. As he busied himself around the apartment, though quietly as to not wake her, he wondered if they could do something special together. They hadn't done anything for such a long time, just the two of them, without George and Kramer tagging along. He promised silently to himself that he would find something to do for her.

By 11:30, Jerry willed himself to open the door to his bedroom. He figured that if she slept in too long she would get upset with him for not waking her. Work was already out of the question for today, apparently, but he didn't know the number to call in for her. As he stepped into the room, his breath was taken away, just as it had been last night.

She lay sprawled across the bed, the covers only reaching her waist, wearing his shirt that he had given her the night before. Her eyes were peacefully closed, still slightly dark from the make up she wore last night, and her cheeks seemed to naturally glow on their own. The sight of her on his bed made his head spin. He'd never felt this before, this sudden rush of emotion. No woman had ever made him feel like this. And to think the woman he'd known for so long, all of a sudden, could do this to him.

He tried to gain the strength to wake her, walking silently over to the bed. Kneeling down on the carpet, he brushed away some of the stray hair from her face.

"Elaine," he whispered. He cupped her shoulder gently and repeated her name again. She still didn't wake.

"Elaine…Come on, you've got to get up…"

He was amazed she hadn't already been awoken by Kramer's usual slamming of the door and stomping through his apartment. But, strangely enough, he was oddly not present. Shaking her shoulder gently, he repeated her name, this time louder, and was rewarded with a slight groan.

He heard her voice before she opened her eyes. "How early is it, Luke?" She moaned. Luke? Her old boyfriend, Jerry thought to himself. It's been months since they've been together…

"It's Jerry, Elaine…And it's 11:30. Come on, get up, get up…"He sang.

Jerry? She thought. Why is Jerry waking me up? Not that I mind, but…She opened her eyes slightly and everything came back to her as she slipped out of her dreamy state.

"Oh…Jerry," she whispered almost breathlessly. She didn't realize how close he was to her face. Actually, she wasn't sure she was too happy about how close he was, remembering her silent pact to herself the night before. "God, how late did you say it was?"

"11:30. I didn't have the heart to wake you up…"

"This coming from a man who usually would drown me in water to wake me?" She laughed. The sight of her smile made him smile, too. His sudden change in personality was not only a total mystery to her, but also to him. The sudden need to…please this woman was nagging at him from the insides.

"Yeah…well, you've looked worn out lately…so I thought I'd let you rest," he said. She looked so good, too good in his shirt. She was even more beautiful than he remembered when she first woke up in the morning.

Elaine smiled and shook her head. "What has gotten into you lately, Seinfeld? I mean, you're being so…kind. That's awkward for you."

"Ha, ha," he laughed mockingly. "You don't think I'm capable of being nice? Well then why do you think I've had all these girlfriends?"

"Exactly…why have you had all these girlfriends? If you were so nice, wouldn't you just have, say…one." Before he could answer she tore off the covers and ran around him out of the bedroom, laughing at the same time.

"Elaine Marie Benes!" Jerry yelled after her retreating form. "Get back here!" Shaking his head and chuckling to himself, he headed out of his bedroom to find her casually pouring herself some cereal.

"Help yourself," he commented, jokingly sarcastic.

"What?" She asked with a full mouth. "You never yell at Kramer or George for poking through your things."

"I know…I'm just kidding…Have all you want. Just none of my Coco Cornflakes!"

"Uck…Coco Cornflakes? I don't know how you eat that stuff…Oh, wait…you have a fascination with cereal…I forgot." She grinned up at him.

And you, lately…He thought to himself. God, she was too cute standing there in his kitchen with his shirt on eating his cereal. Too damn cute. He tried to get the thoughts out of his head. His efforts didn't work.

"What else can I get you?"

Elaine slammed down the cereal box and looked at him squarely.

"What?" Jerry questioned, looking from the slammed cereal box to her face.

"Okay, Seinfeld…I wanna know something and I wanna know right now." She paced across the floor and over to him, finally standing directly under him and looking up into his face. "What has gotten into you? It started at the coffee shop when you gave me the rest of your coffee…something that you never do. Then you feel guilty because of the show we missed, when it wasn't even your fault, and you want to make it up to me. And then, to top everything off, you offer me your bed and, this one really got me, your cereal, and then ask if I want anything else!"

He stood frozen looking at her, half surprised and half amused by her little outburst (Not that he wasn't used to them) and struggled for something, anything, to say to her.

"I don't know…" Good answer Jerry…God, you're a mess. "I mean, you are my friend…shouldn't we act like it?" Mmm…not a great answer there, Jer. You're losing your touch.

"Then why, in the past, what, eight years, have you not acted so 'friendly' to me?" Elaine regretted even bringing this up. She actually loved this part of him. It was a side she didn't see very often, not that she herself was the sweetest person in New York, but she wanted to see more of him like this. She wanted to know why he was acting so strangely, so differently, as if she was cursed with some terminal illness.

"Look, I just wanted to be a good friend! You looked tired last night! I didn't want you going home alone like that!" Jerry was searching for some answer, any answer. But the truth was that he really didn't know the answer for himself. Why was he acting so differently? Well, probably because he had a new fascination, obsession even, with the woman standing in front of him. But he couldn't tell her that!

"Okay…Sorry…You're right. And…thank you, for letting me stay and all," she nearly whispered. It was best, she thought, to simply let this go. If he wanted to be a gentleman, then so be it. "I just wish…" Her voice trailed off as she thought about what she was going to say.

"Wish what?" Jerry asked.

"I just wish that you could have been-"

"Well, good morning, Jerry - Oh, Elaine, hi…" Kramer exclaimed, slamming the door behind him as he rushed into the apartment.

Right there next to me…