"I can't believe this is your last day," Jeff said his head hanging in his hands as he sat slumped over the table. "You've been here the whole time I've been here. I can't imagine this place without you. What are we going to do?"

Some of the other boys around the table murmured their agreement. This evening was Wes' last one at the Carousel, he was taking one more client, cleaning up afterwards, and then heading out. He could have waited till morning to leave, but he wasn't. Kurt understood that, why stay one more moment here than you had to?

"None of us have been here without Wes." David said, "He's been here two years, don't you think he deserves to get the hell out?" David's voice had an angry edge to it Kurt wasn't used to hearing. "Don't be selfish."

None of the boys were as close to Wes as David was, this had to be hard on him, but he hadn't complained once.

"It's okay David, I know it will be weird for everyone." Wes shot David a smile.

David nodded, "Yeah, but we should be happy for you."

"I am!" Jeff sat up straighter, "Sorry. I didn't mean to whine. I am happy for you. You're about to be free, and you have more than earned it."

"We're going to miss you." Thad reached out to squeeze Wes's arm, "But that doesn't mean we wish you'd stay."

"I won't forget any of you." Wes promised sending a smile to each of the young men around the table. Kurt smiled back. It was going to be weird not having Wes here, he was like their den father, he kept them together, but Kurt couldn't be happier that Wes was leaving with a lot of money and a chance to start a new life. Wes said he wouldn't forget any of them, but Kurt wouldn't hold it against him if he did. After all, Wes was the one who told Kurt when he first got here that earning your money and getting out of here to forget this place was the right attitude.

They were having a low-key going away party that afternoon during their library time. The kitchen staff had even made a little cake and Blaine had somehow procured a bottle of champagne that he'd slipped to Kurt, "For Wes." He'd said with a smile that showed he was proud of himself.

"You won't get in trouble for this?"

"No one will even notice it's missing." Blaine had said his eyes dancing and his cheeks rosy. Kurt had almost swooped in to kiss one of those cheeks, but caught himself.

The champagne wasn't enough to get anyone tipsy, but it was still fun to sneak sips around the table as they ate their cake and wished their friend well. Kurt really did hope the best things for Wes. The past week had been a hard one for Kurt. His clients had been rougher than his norm – maybe this was his new norm – and Kurt couldn't even sit most days without wincing. He wondered how Wes had done it, lived here for two years and still kept such an upbeat attitude.

Kurt noticed Wes squeeze David's hand encouragingly. Kurt didn't think there was anything romantic between the two boys, they were close, like brothers, and even though David was presenting a brave face he knew Wes leaving would be hardest on him. Though David himself only had two more weeks, so maybe that was why he seemed to be holding up. Kurt had learned you could put up with almost anything if there was a deadline on it. Kurt sighed, two weeks, he could hardly imagine how that would feel. Kurt still had at least four months left.

"Hey ponies!"

Kurt and the other boys turned their attention to the front of the room. A young woman, wearing snug black jeans and a red top with her blonde hair pulled back in a tight ponytail was glaring at them with her hands on her hips. "Slacking off time is over! Time to head to the salon for tonight's carousel!" Her voice was sharp and needlessly loud. She didn't need to yell for them to hear her, she just seemed to enjoy doing it.

"We have nearly an hour before we are due for the salon." Elliot spoke up looking the woman over with undisguised judgement.

"Oh? Do you? Do you have an hour?" The woman's voice was dripping with sarcasm, "Well, not today you don't! Your new manager is here and she said – and I quote, 'Get those sorry ass losers here so I can see what kind of dumpster fire I have to put out.' So come on!" She clapped her hands together and then turned on her heels and marched out of the room, her high-pony swinging behind her.

"New manager?" Kurt's heart leapt, "I thought we still had Sebastian for another month?"

"I guess not?" Wes said standing, "Come on men, we don't want to look bad for the new boss." He winked and the other boys started to follow him out. Kurt hurried along as well. A new manager? That was amazing news. Sure whoever this new manger was she might not be a nice person – she was a manager for Pantone so what were the chances she would be? – but she wasn't Sebastian. Kurt couldn't help but feel like he was walking on air!

They all filed into the salon and Kurt saw that Blaine and some of the other shadows were there as well, they shot each other quick smiles. The blonde who had summoned them stood with a tablet in her arms and tapping a foot impatiently. Marley was there, standing on the opposite side of the room as the new young woman and sending her daggers with her eyes. Oh no, that wasn't a good sign. Kurt liked Marley and if she didn't like this new girl that didn't bode well.

"Sooo…" Jeff said after a long moment of silence, "Are you the new manager?"

The woman scoffed and rolled her eyes, "Patience little pony." She'd barley gotten the words out when there was a high pitch screech in the air and then a loud booming voice.

"Line up horseys! Sylvester wants to see what mess she is working with!" A tall woman with short cropped hair strode out from behind a rack of clothing, she was yelling into an electric megaphone even though she was less than a yard away.

Kurt looked at the woman and then to the rack of clothing she'd emerged from. Had she been there this whole time? Just waiting? "I said line up!" She barked and the boys looked at each other in surprise for a moment and then lined up in a straight line in front of her. They were confused, but good at following orders.

"Well, well, well, isn't this a sorry bunch of misfits and rejects." She said eyeing them. "No wonder the big guns called me in." She tsked and shoved the mega phone into the blonde's hands before walking to the end of the line, it happened to be Elliott, and eyed him up and down.

"Like what you see?" He asked suggestively and the woman, Sylvester she said her name was? Just curled a lip in disgust.

She walked slowly down the line making noses of displeasure as she went along. She stopped at Jeff and just shook her head, "God no. That hair? Are you trying out for a boy band in 1996?" She rolled her eyes and continued on pausing to give a scowl to Thad and then stopped at Kurt. "Jesus. You're so white you must glow in the dark."

Kurt bit his tongue. He was naturally pale, but this place had him tanning occasionally so he wasn't a pale as normal. He didn't say that though, we wanted to stay on this new manager's good side. If she had a good side.

"Well, Kitty it looks like it's a good thing I brought you along. That waif they call a stylist seems to have been sleeping on the job."

"Hey!" Marley's fist curled as Sylvester nodded in her direction.

"I can't believe people actually pay to sleep with these sad, degraded specimens of manhood. I see…" She looked down the line again, "Maybe three that are worth the time? This one." She pointed to Elliot, "What's his name?"

"My name is Elliot." He answered and Sylvester grabbed the mega phone back from her assistant. "I didn't ask you!" She snapped at him through the mega phone and Elliot, usually cool as a cucumber, actually flinched.

"That one is Elliot." Kitty answered glancing up from her tablet, "He is popular with the clients, but is in a bit of a rut. Same guys over and over, not making Pantone any extra on a la carte items."

"Hum…" Sylvester looked him over again and Kurt was worried he would say something, but luckily he didn't.

"This one?" Sylvester pointed to Wes.

"Wes. He does well, but unfortunately this is his last night."

"Are you kidding me? He is the only half-way decent one in the lot!" Sylvester threw her hands up dramatically.

"This ones okay." Sue stopped in front of David. "Actually, now that I look at him, I like the cut of his jaw."

"That is David. He is the highest earner of the bunch." Kitty said mater-of-factly.

Sylvester nodded and for a fraction of a moment her expression softened, "That can't make things easy for you."

David remained silent for a moment – no one knew if they were allowed to talk – but eventually responded when it looked like Sylvester was waiting on him, "I only have two more weeks. I'll survive."

"Well, do you want an easy two weeks? Or do you want to make as much as you can in that time?"

David bit his lip and didn't answer. Kurt couldn't help but think that sounded like a trick question.

"Whatever you think is best." He finally said, "You're the boss."

Sylvester smiled, "Yes. I am."

She nodded her head at Kurt next, "And what is Porcelain's story?"

"Kurt. Mmmm, a pretty modest earner." Kitty said looking at her screen, "Until about a week ago when he started to have clients adding on extras."

"We like extras. Extras are pricey." Sylvester smiled, "The more extras there are the bigger bonus I get." She looked down the line again, "Well, all of you need complete makeovers – except that one." She pointed to Wes. "He is leaving anyway, don't waste your time. Marley!" She barked out the woman's name. "Kitty knows what I want. She'll tell you. Consider her me when I'm not around."

Kurt could see Marley clenching her teeth, but she nodded.

"New looks and new uniforms tonight." She pulled up the megaphone again, "Get to work everyone!"

There was a flurry of activity after that. Marley's and Sylvester directing people, Kitty barking out Sylvester's orders again when things weren't happening fast enough. Kurt lost track of what was going on with the rest of the ponies. He was stuck in a tanning bed – he hated tanning beds – and then in a salon chair where one of Marley's group dyed his hair back to its original shade, not the baby blonde Sebastian had him sporting for the past two months.

"Kurt."

Kurt looked up at Blaine through the mirror, he'd slipped quietly beside him. They were alone – in a room full of people – Kurt's stylist had left him as the dye did its work.

"How are you doing with all this?"

"You mean not having Sebastian here?" Kurt smiled. "I'm not mad about that."

Blaine smiled back, but quickly looked down, his eyes glancing towards Sylvester.

"What do you know about her?" Kurt asked watching Blaine closely, there would be things Blaine couldn't say here, but his face was always so expressive that Kurt guessed he'd probably be able to tell Blaine's true feelings about the new manager even if he couldn't voice them.

"Sue is… unique." Blaine was choosing his words carefully. "She use to be manager here at the Carousel back in the day, before my time. Apparently the board called her in last minute to replace Sebastian. I don't know what happened with him. If he was fired or left on his own accord, I just know it happened fast and Sue knows the job… so here she is."

Kurt nodded, he was curious about Sebastian of course, but as long as he wasn't coming back while Kurt was still here he could live with not knowing what happened. "Do you know what kind of manager she was when she was here before?"

"Erratic?" Blaine shrugged, "From what I hear she isn't as mean as she seems, but she pushes hard for Pantone to make as much money as they can. I've been told that ponies work hard, but pay off their contracts faster under her guidance." Blaine's face remained steady, he spoke so no one could hear him, but it didn't seem like there was anything really terrible that he was holding back.

Kurt nodded again, a knot forming in his stomach, as much as he wanted to get out of here as quickly as possible he wasn't sure he could handle clients any rougher than what he had now. Hopefully Sue would think he was making enough money as is.

"Don't worry." Blaine's voice lowered and he moved closer to Kurt's chair, lifting his hand to just ever so lightly run his knuckles down Kurt's arm. "I don't think she is cruel or a monster… well, not more so than you'd have to be to work for Pantone. I'll keep my ear to the ground."

"Besides the ponies, you're very hard on the people who work here." Kurt said quietly enough that only Blaine could hear, not that anyone was listening.

Blaine shrugged, "They've earned it."

"You work here." Kurt said smiling and glancing up and Blaine. "And you're not a monster."

"Mmmm." Blaine sighed, "I wonder about that sometimes…"

Kurt opened his mouth to protest but just then Marley came up looking frazzled. "A well-oiled machine!" She said checking on Kurt's hair, "I had everything here running like a well-oiled machine and then Sue comes here with Kitty and upends all of it! She could have discussed things with me if she wanted to make changes." She let out a breath of air, "Well, at least your hair is back to the right color now. I much prefer your natural chestnut to the blonde Sebastian found attractive."

Kurt laughed at that, "I don't think there was anything about me Sebastian found attractive."

Marley raised an eyebrow, "Really Kurt? That's why he hated you, because he did."

"I… what?" Kurt glanced at Blaine who was still standing nearby and saw his eyes narrow and jaw clench.

"What?" Blaine looked defensive as if that news angered him.

But Marley was already focused on other things in the hectic room. "Blaine I'm shorthanded, could you take Kurt to a sink and wash his hair?"

Blaine's eyebrows jumped up, his angry expression clearing, "Um, yes. Of course."

Blaine led Kurt to a chair in front of one of the hair washing stations, Kurt's mind was still swirling with the idea that Sebastian was hard on him because he was attracted to him? The thought made Kurt feel a little ill. Kurt was still fuming over Sebastian as Blaine wrapped a towel over his shoulders and helped him lay back towards the sink.

"So Sebastian couldn't fuck me himself so he just made my life miserable? What kind of creepy, sadistic…" Kurt's words trailed of as Blaine ran warm water over his hair and started to softly massage his scalp.

"Well, we always knew Sebastian was a dick." Blaine said as his fingers worked against Kurt head in soothing circles.

Kurt let out a sigh and closed his eyes, god that felt good.

Blaine chuckled, "You like that?"

"Mmmmhmmm," Kurt let his body relax for a moment.

There were so few times were he felt tranquil and at peace here, but in this moment he allowed himself to just melt against the chair as Blaine carefully stroked though his hair and rubbed across his skin. Kurt was use to this, every time Blaine touched him it felt so safe and good and comforting, but there was something different today. Something that was making Kurt's chest feel warm. Something almost intimate about Blaine standing over him and gently washing his hair.

Blaine started humming under his breath as he shampooed, rinsed and then rubbed conditioner though Kurt's hair and rinsed that out as well, fingers soft against him as if he knew Kurt needed this. Kurt just let himself breathe, eyes closed and listening to Blaine hum, a soft happy melody that made Kurt's lips tip up in a smile. If he had to guess he'd bet money Blaine had a lovely singing voice.

"There we go," Blaine called as he finished up and turned the water off. Kurt was sorry to be done. He wouldn't have minded that moment lasting longer. He sat up as Blaine towel dried his hair and looked to find Blaine smiling widely down at him. "You know I've barely seen you with your natural hair color. It suits you." Blaine's eyes met Kurt's as he reached out and tenderly brushed Kurt's bangs off his forehead. Kurt's heart skipped a beat at the caring and familiar touch.

Kurt wanted to say thank you, but his voice caught in his throat, looking up at Blaine's beautiful smile and twinkling eyes, Kurt felt – stunned.

How had he never really realized how completely gorgeous Baling was before? Sure, he knew Blaine was attractive, but he'd never stopped to think about it.

Blaine continued talking, his voice light and calming – perhaps taking Kurt's silence as nerves over the evening, but that wasn't it. Kurt was suddenly struck with an almost irresistible desire to swoop up and capture Blaine's lovely rose colored lips in a kiss.

He'd thought before about kissing Blaine, especially when he was being particularly sweet. A peck to the cheek or even the lips, but it wasn't like this. Kurt's stomach felt hallow, but in a good way and his heart was beating fast. What had just happened? It was like he opened his eyes a really saw Blaine for the first time and it was like being hit by a tidal wave.

"Kurt?" Blaine's dark eyebrows were furrowed in worry, "Kurt? Are you okay?"

"Okay?" Kurt said, his voice hushed.

"Time to go back to the styling chair so someone can finish up your hair." Blaine said nodding back to where Kurt had come from. Apparently he had already said this and Kurt hadn't even heard him.

"Oh. Yeah. Of course."

Kurt stood up and pulled his eyes away from Blaine, marching back to the chair. Blaine followed him, but was called away shortly after. He gave Kurt one more quick smile as he walked away, he seemed worried – and no wonder, Kurt must have looked as disordered as he felt.

Kurt tuned the rest of the evening preparation out. His hair was style high and immaculate as usual, and he looked more like himself than he had since he arrived. He only casually noticed that Sue had dressed all the ponies in tight, short, red, booty shorts – they looked like some kind of sexed-up swim team. He was still caught up in his own thoughts as he entered the carousal for the evening and sat in a chair near the glass mirror and waited.

What was this he was feeling? Blaine was his friend. His best friend. And he sincerely hoped they would still be friends even after both of them broke away from Pantone. He cared about Blaine. Relied on him… but he didn't… he couldn't have a crush on Blaine.

"Jesus." Kurt moaned to himself and Thad who was sitting nearby looked at him in concern.

"You okay?" He mouthed, and Kurt just nodded.

No.

He was not okay.

Kurt's number was called and Thad had to clear his throat to get Kurt's attention. He popped up from his chair in surprise and made his way out of the carousel to find Blaine waiting to escort him to his latest client.

Blaine with his sweet golden eyes, perfect dark curls, and timid smile. Kurt could just lean forward and press his lips against those lips and… Oh god.

"Looks like you have Sidney again tonight." Blaine said as he stopped in front of a door. Kurt was barely listening. "You had him just a few days ago and he's back already. You must have left a good impression."

"Okay." Kurt nodded, but his mind was back on something Wes had told him when he'd first arrived here months ago. Wes had said there was one top unspoken rule, don't fall for anyone. Kurt had brushed off the idea of falling for anyone because of course he wouldn't fall for a client. He hadn't been counting on a sweet, charming, beautiful shadow named Blaine…

"Kurt?" Blaine was looking at him worriedly again and he touched Kurt's wrist lightly to get his attention, "Are you sure you're okay?"

"Yeah. Yes. Fine." Kurt nodded.

"I was just saying Sidney was the one with… an equestrian fetish."

Kurt took a deep breath. Time to focus. He had a job to do. "Equestrian… oh you mean the old guy who talked to me like a horse, made me wear a bit, and liked it when I whinnied?"

Blaine rubbed the back of his neck and looked anxious, "Yes."

"It could be worse. I'll be fine." Kurt smiled trying to show Blaine he didn't need to worry.

"I'll be right here." Blaine promised.

"You always are." Kurt's voice hitched a little and his stomach swooped. He hoped Blaine didn't notice anything off. Then he turned and pushed open the door to find his client already in the room, wearing nothing but black leather chaps. Kurt drew in a deep breath as he smiled and let the door close behind him.

Kurt's time with Sidney was something of a blur. He remembered the chaps, and he remembered his fingers curling into the sheets while he was fucked, and he remembered the riding crop. Sidney hadn't gone overboard with it, but Kurt thighs were a little tender once Sidney was finally satisfied for the evening.

Kurt remembered clearly when Blaine came in. He'd already covered himself in a sheet, not wanting Blaine to see the pink marks on his skin. It was a habit he'd taken up since Mr. Osiris had started sending Kurt more difficult clients. He told Blaine about them, but only in part, leaving out the painful things they did to him. He wasn't sure why. He just didn't want Blaine to get that heartbroken look in his eyes…

Blaine handed him a robe and walked him to the locker room, waiting as he showered as usual. Kurt was quiet, still mulling things over once they got to his room.

Blaine lingered by the door, shifting on his feet.

"Do you want to come in for a minute?" Kurt asked and Blaine readily nodded in agreement.

Kurt sat on his bed and Blaine sat across from him on the chair.

"I know I keep asking you this, but are you sure you're okay?" Blaine was jogging leg nervously, his hands folded in front of him. "You've seemed… off this evening. Is it what Marley said about Sebastian?"

"What? No." Kurt shook his head, he hadn't thought of Sebastian at all since Blaine washed his hair and apparently opened some kind of flood gate inside Kurt's chest. "I've just…" What could he say here? "I've just been…" wrestling with the fact that I may have broken one of the cardinal rules of Pantone by developing feeling for you. "I've just been thinking."

"Oh." Blaine nodded, and worked his jaw. God damn, he had a great jaw. "You know you can talk to me about anything right? I've said that before…. I don't mean to press."

Kurt sighed, he couldn't say what he was thinking, instead he decided to bring up something else that had happened this evening, "Earlier in the salon you said that the people who worked here were monsters and compared yourself to them… you didn't mean that did you?" Kurt hated to think that Blaine might see himself like that. Blaine wasn't like the cruel people who ran this place. He was nothing like them.

"I… don't know."

"You aren't like that. You are like us, like the ponies, we work for Panton, but we don't really… I don't know. You aren't willing to hurt people for money, are you?"

"God no. No Kurt, of course not." Blaine shook his head vigorously.

"Of course you aren't." Kurt smiled and reached forward, placing a hand over Blaine's clasped hands, "You are gentle and kind and… and wonderful."

"Kurt…" Blaine cheeks flushed and his voice was nothing more than a whisper.

"You'd stop all the pain in this place if you could."

"I would."

"I know." Kurt squeezed Blaine's hands. "So why are you so hard on yourself?"

Blaine let out a long sigh, "I... I hardly recognize myself Kurt. I have a hard time remembering who I was before…" He stopped and closed his eyes tightly. Kurt just waited. "And I don't know," Blaine continued, "I don't know who I'm becoming."

Kurt was quiet for a moment putting his thoughts together. How long had Blaine been here? It seemed like it had been much too long. "I don't know who you were before this place either Blaine. Just like you don't really know me with this chestnut hair." He joked and was rewarded with a soft smile from Blaine. "But I know who you are now. And you are good, and compassionate, and… and you're my best friend."

Blaine who had lowered his eyes during this conversation looked up now, smiling fully. "Why is it that you're always comforting me? You're the one who just had a client and has seemed unfocussed all evening."

"We comfort each other. Trust me, you are a support I rely on here… and someone I hope to be friends with after Pantone?"

Friends? Yes. Friends. Kurt wanted that… but was it all he wanted?

"I…" Blaine cleared his throat and seemed nervous again. This happened sometimes when Kurt accidentally broached a subject he didn't know made Blaine uncomfortable. This time it seemed like the idea of being friends after Pantone was troubling Blaine. Kurt's stomach dropped, what did that mean?

"How much longer do you have here?" Kurt asked suddenly. It was a question Kurt hadn't asked in a while because he knew for some reason Blaine didn't want to answer it, but Kurt needed to know.

Blaine just sighed.

"Blaine," Kurt's stomach twisted into a knot, something about Blaine not answering that question scared him. "Will you still be here for very long after I've left?"

"I'll still be here." Blaine said quietly looking at the ground.

Kurt leaned in and tried to catch Blaine's eyes, "Blaine. How long?"

"You're tired," Blaine said smoothing a thumb over Kurt's hand that was still on his, "And you've haven't been yourself this evening. This isn't the time for a long conversation."

"Will it be a long conversation?" Kurt asked, his nerves growing.

"If you really want to know… everything about me being here, then yes." Blaine seemed so very tired suddenly, like he was hardly holding himself together. His shoulders slumped, and his hands trembling slightly. Kurt was struck with the awful thought that maybe Blaine only held himself together for Kurt's sake.

"Then when?" Kurt asked softly, "When is the time?" He needed to know what was going on with Blaine to know how best to help him. Because… because yes they were friends, and Kurt would do anything for his friends, but if his feelings for Blaine had grown into something else… he just… He had to know what was going on with Blaine.

"I don't-" Blaine started and then stopped, shaking his head, "I don't know when we should talk."

"Tomorrow?" Kurt said, "After I've had a chance to rest?"

Blaine worried his bottom lip for a moment, still not looking up at Kurt, and then nodded, "Okay."

"Really?"

Blaine nodded again. "But now you need to sleep." He got up from the chair and stared moving towards the door.

"Wait." Kurt stood as well, "Please, look at me Blaine."

Blaine lifted his eyes and Kurt realized he was standing so close to him that their chest almost brushed against one another. "No matter what it is you're going to tell me tomorrow, please know that I… I..." Kurt's breathing was heavy, "I really care about you Blaine."

Blaine smiled, "I really care about you too, Kurt." Then he leaned in slightly and paused for a moment before placing the softest of kisses on Kurt's cheek. "Good night." He whispered.

Kurt could only swallow the knot in his throat and nod. He was grounded in place for a moment after Blaine left. His mind a flurry of thoughts. So much had happened today. Sebastian was gone. Sue Sylvester, the human tornado, was the new manager and Blaine… oh god Blaine. What was happening with him?

Kurt threw himself into bed, with everything in his mind the one thing he kept going back to was Wes's warning not to fall for anyone here.

"Don't fall for anyone. Don't fall for anyone. Don't fall for anyone." Kurt whispered to himself in the dark of his room. "Don't fall for anyone."

Kurt groaned and buried his face in his pillow. He knew it was far too late, he had fallen for Blaine a some time ago. Head over heels. It had just taken him this long to realize he'd already fallen.