The next two times Kara met with Lena for tutoring on her chemistry homework, Kara did her best not to be an annoyance. Lena unfortunately didn't see it that way.

"Could you please focus?" Lena snapped, when Kara dropped her mechanical pencil on the floor.

"You know, Lena," Kara huffed. "Maybe you should've picked a different activity for your community service."

"Oh? And why is that? Did you not get a 98 on your last chemistry exam?" Lena shot back coldly.

"Because you have zero patience," Kara calmly explained, slowly rising to her feet. "I'll see you around, Lena. I think you probably need a break from this for the night. You should go home and do something you enjoy. Take care of yourself, okay?"

The brunette offered a deep scowl in return. Who was this girl to tell her what to do with her life? Who was she to say something so sweet and thoughtful? Ugh! Lena was thinking. This girl.

Kara didn't respond to the scowl. Instead, she offered a polite wave and grabbed her backpack before leaving the library.

~!~!~

Lena had another argument with her mother that night, which was really just the cherry on top of her shit cake of a day.

Alone in her room, Lena laid on her bed and opened her textbooks to complete her own homework. To her surprise, she noticed a small, pink sticky note sticking out of one of the books. Raising an eyebrow, she carefully opened the book and found a message scrawled on it in a darker shade of pink, which Lena couldn't help but notice must have been written by a glitter gel pen.

What adult uses gel pens? she was thinking.

Then, she thought back to the day Kara had dropped her things in the hallway. The only place she'd seen a set of gel pens in an adult's hands was when Kara's pencil case spilled on the floor, along with her pens and pencils.

Feeling her heart thud, Lena looked down and examined the words on the small piece of paper.

Call me if you need anything. Anything at all.

~K

There was a phone number at the bottom. Lena, shocked the Kara's forwardness of putting something in her textbook and offering her phone number, just stared at the piece of paper with wonder. No one had ever tried to be her friend before. Of course, guys had offered their number before getting to know her, but once they found out she was a Luthor, they quickly retracted the offer, or straight up disappeared. But no one had ever, ever offered friendship the way Kara had.

The Luthor side of Lena kicked in shortly thereafter, feeling pangs of bitterness as she scoffed to herself, "Yeah, right. Like I'd ever need anything from her."

But she could taste the lie on her lips as she muttered the words, and the pangs of bitterness became pangs of guilt. Kara had only ever been kind to her. Yes, she was an annoying, nosy, self-righteous, Four-Eyes, Hall Monitor, Class President, Girl Scout… but she'd never once been unkind to Lena. She couldn't say that of anyone else.

Then, Lena was reminded of Kara's last words: Take care of yourself, okay?

To her horror, Lena suddenly felt her face become impossibly hot as pressure behind her eyes rapidly began to build.

Don't you dare. Don't you dare cry, she told herself. Don't. Fucking. Cry!

But it was too late. It was all coming out, gushing from her eyes and down her cheeks. Reality was a strong, strong weapon, and it disabled her like the manual override of a self-destructing computer system.

In an effort to quiet herself, Lena quickly grabbed for her diary, where she began to write.

I hate this. I hate her. I hate that she's nice and I hate that she thinks she knows me. She doesn't fucking know me! She knows nothing about my life. And yet she still wants to be my friend. Fuck her. Fuck her and her kindness and acts of charity. I don't fucking need her. I don't need anybody. I'm a Luthor. Mother may might hate me for not being Lex, but Lex and Father loved me, and that makes me a Luthor. I'm not going to let Kara 'Hall Monitor' Danvers ruin that for me. Fuck her. Fuck her and all the nice things she's ever done for me. Fuck her and her phone number. Fuck her and her great taste in music. Fuck her and her beautiful blue eyes. Fuck her and the way the sun comes in through the library window and makes her hair glow like a halo. Fuck her and her sweet, kind smile. Fuck her and—

Oh, fuck.

Lena collapsed onto her side on the bed and clutched at her chest, feeling everything in her tighten and constrict her airways. This isn't happening. This isn't happening, she told herself, feeling her chest heaving in breaths that brought in not nearly enough air to fill her lungs. Squeezing her eyes shut as the tears continued to pour with no signs of stopping, Lena gasped. Her heart rate wouldn't slow. Thinking just enough to lift her wrist, Lena looked at her smart watch and opened the app to read her heartrate. 110 beats per minute. It should've been somewhere between 60 and 65, given that she was just resting on her bed, exerting no physical effort.

Panic attack, Lena finally realized, the image of Supergirl holding her tightly rushing back to her mind. And surprisingly, it wasn't the reminder of the deep breathing Supergirl had taught her that calmed her. It was imagining the way it felt to be so safe, so comforted, so cared for, and so completely secure while Supergirl flew her to the hospital that eased her overreactive nerves. In that moment, she wasn't a Luthor. She wasn't anything. She was just… a girl. Just someone that Supergirl thought was worth rescuing. Lena wondered if her mother thought she was worth rescuing too but decided not to think too much on that.

As the grip of panic began to loosen the noose around her neck, Lena scrambled for the only coping skill she was comfortable with. After digging in her nightstand drawer for a minute or so, she finally found what she was looking for. The razors. Chest still heaving, though not nearly as badly as it had been, Lena checked her watch again. 95 beats per minute. Lena closed her eyes.

Take care of yourself, okay?

Kara's words were there, burning through the pain like a fog light. Lena opened her eyes.

Come on, Lena. Don't, she was thinking, as she stared down at the pack of razors. Don't.

Then, once again, Kara's words echoed.

Take care of yourself, okay?

Lena began to cry again. No one had ever cared before. No one except her father and Lex, and they were gone now. She had no one. Except… Kara. And maybe…

The distressed brunette closed her eyes again. Don't do it, Lena. Come on. Don't cut. Put the razors back.

But Lena couldn't do it. She squeezed the small pack of razors in her hands as hot, angry tears continued to flow. But then, suddenly, behind her eyes, there was Supergirl, touching her hand and coaching her to breathe. This time, Lena listened, caught in the whirlwind of emotions and wanting nothing more than to escape them.

In. One, two, three… Out. One, two, three, four, five…

This she repeated several times before checking her watch again and seeing that her heart rate had slowed down to 72 beats per minute. Close enough to normal.

Exhausted from the effort of simply keeping herself alive and getting oxygen to her heart, Lena dropped the pack of razors on the bed and rolled onto her back, staring up at the ceiling.

Take care of yourself, okay?

Thinking only of Kara's request, and her rescue by Supergirl, Lena finally fell asleep, face and pillow both soaked from her tears.

~!~!~

The next day, Lena noticed Kara walking by in the hallway and felt her heart stop.

This is so bad, she was thinking. What's wrong with me?

Feeling her heart begin to race, Lena sensed panic beginning to strike her.

Fuck. Come on. No. Not here.

She could feel the panic attack coming on, so she watched helplessly as Kara walked by her without glance, saying nothing to her. Then, Lena leaned back against her locker, clutching her books to her chest, and began to focus on her breathing.

After about a minute of this, she checked her watch. 75 beats per minute and dropping.

I'm okay, she told herself. I'm fine.

Then, she looked up and finally took in her surroundings. Kara had disappeared into the sea of students moving down the hallway. Lena had lost her chance to say anything to the blonde about what had transpired between them the evening before at the library. With a sigh, Lena slammed her locker door shut and felt the painfully familiar sting of tears in her eyes. This time, though, she didn't let them fall.

~!~!~

Kara didn't come to tutoring that night. Or the next night. Or the night after that, which was Lena's final night of offering her tutoring services in exchange for community service credit to graduate that year.

On the fourth day without seeing Kara, Lena went home distraught. Completely unsure of how to feel, Lena's conflicting emotions flooded back.

She sat at her desk for several minutes, staring down at her homework, before she noticed the pink sticky note poking out from one of the pages. Lena turned the page and stared at the note.

Call me if you need anything. Anything at all.

~K

Shaking her head, Lena slammed the book closed.

I'm not calling her, she told herself. I don't care if she fails. I'm a Luthor, and Luthors don't need friends. I'm not calling her. I'm not calling her.

But then, the other part of her brain seemed to whisper, But what if she didn't come back because of you? She needed help. What if she fails because of you?

Lena's heart sputtered. She couldn't decide what was more important: being a Luthor or doing the right thing. That had never really been a struggle for her before, but now… now that Kara had shown her such kindness… how could Lena ignore her? The only person who had ever attempted to be her friend?

The brunette shook her head again and shoved the textbook off the desk.

"I won't," she said firmly, standing and going over to sit on her bed. "I don't need anyone. Especially not Kara Danvers."

But when Lena woke from a nightmare about the plane incident – in which Supergirl let her fall to her death on the way to the hospital – her tune changed.

The panic attack that gripped her was strong enough that she couldn't fight it. At least… not without help.

Her first course of action was to scramble for the package of razors. With trembling hands, she removed one and held it to her bare thigh, pushing the corner of the blade into her skin just slightly, enough to earn one small red bead of life.

But something stopped her. She froze, pulled the razor away from her skin, and stared down at her shaking hands. She couldn't move. Couldn't think. Couldn't talk.

You're dying, her mind told her.

Again, she looked at the razor between her thumb and forefinger. The only easy option she could think of.

Fighting the urge, Lena took a slow, shaky breath and tried to steady herself, but in turn felt a wave of panic strike her even harder than the first. She was crying. She hated crying. She hated herself. She hated everything. Everyone.

Looking at her watch, she checked her heart rate. 110 beats per minute.

"Fuck," she choked out.

No matter how hard she tried to breathe, the panic wouldn't stop. Her heart wouldn't slow. It all felt like death.

Then, out of the corner of her eye, Lena noticed the pink sticky note on her desk. She hesitated, but eventually, with body vibrating and nerves on fire, she reached for the piece of paper and flicked on the light on her nightstand to read it more clearly.

Luthors don't need friends, her mother's voice rang out in her head.

To her own amazement, she ignored it. Then, Kara's took over.

"Take care of yourself, okay?" "Call me if you need anything. Anything at all."

Doing probably the bravest thing she'd ever done in her eighteen years of life, Lena grabbed for her phone and typed the digits written on the note into the dial pad.

Sucking in a deep, terrified breath before hitting the green 'call' button, Lena squeezed her eyes shut and gripped the comforter as she sat upright in bed.

She knew it was 3 in the morning. She knew she was being pathetic. She knew this was going to be embarrassing. But it wasn't like she could call Supergirl, and it wasn't like she could tell her mother or go to the hospital, and it wasn't like she could stop it herself without slicing her thigh open, so she hit the button and waited.

The ringing of the call blared in her ears, startling her slightly, but to her surprise, it only took two rings for the call to be answered.

Lena didn't know what was worse: Kara missing the call or answering it.

But, either way, the result she got was Kara's soft, sleepy voice saying into the receiver, "Hello?"

"K-Kara," Lena choked out, shocked to find her voice betraying just how hard she was crying. "I…"

"Lena?!" Kara asked in shock, sitting straight up in bed. "Are you okay? What's going on?"

"C-Can't… Can't breathe," was all Lena could manage to say.

When Kara heard the gasping sounds that followed, she knew exactly what was happening. Lena was having another panic attack. Kara had to think quickly so as not to give away her alter ego, so she took a deep breath to calm herself and returned her tone to normal.

"Lena… Are you… Are you having a panic attack?" Kara asked gently, knowing full well that this was exactly what was happening.

Lena whimpered, "Mhmm," into the receiver and continued to struggle for air.

"Alright. Take it easy, okay? Just… lie back, first."

Lena hesitated, but did as she was told.

Hearing the shuffling of sheets, Kara asked, "Are you lying down?"

"Mhmm."

"Okay. Close your eyes. Just try to breathe slowly, breathing out for longer than you breathe in each time, and listen to me," Kara coached her. Lena couldn't speak, which Kara knew, so she continued, "I want you to picture yourself at a beach. It's warm, and you're alone. You can feel the softness of the sand under your bare feet, slipping between your toes."

Lena was whimpering softly, which told Kara she was crying.

"Easy, Lena. It's okay," Kara assured her. "Stay with me. Think about the sand. Now… Take a step along the water. And another. One more." Then, after a pause, Kara asked, "Are you with me?"

"Mhmm," Lena sniffled.

Lena was grateful that she was in far too much discomfort to actually feel embarrassed.

"Okay. Now, turn around and look back at your footprints. See 'em? I want you to place one worry – one thing that bothers you – in each footstep. Can you do that?"

"I… I'll t-try," Lena agreed, rubbing the tears from her eyes but keeping them closed.

Lying there, Lena pictured the first worry. Her mother's expectations of her. Her mother's disappointment in her. She sighed, moving on to the next. Panic attacks went in the second footstep. They were too much. She wanted them gone. In the third, she placed her conflicting feelings about friendship and being a Luthor, and with them… her thoughts about Kara.

"All full?" Kara asked, after a long pause.

"Y-Yeah," Lena said, breath still shaky.

"Good. Keep breathing, okay? Just keep breathing. I know it's scary but stay with me."

"Okay."

"Now, I want you to watch the water for a minute. Watch the way it moves further up the shore, slowly splashing into your footprints. After a few more waves crash down on them, they disappear, bringing all your worries into the water with them, and washing them away."

Lena opened her eyes in surprise, then closed them again, picturing this as vividly as possible. Amazed, she felt the tension begin to leave her body.

Who cares if mother is unhappy with me? she asked herself. Then, she reasoned, I can do this. These attacks don't own me. And who cares if a Luthor has a friend? Only mother, and she can go fuck herself. Yeah… Yeah. She can go fuck herself! And… Kara…

Lena's thoughts trailed off after that, leaving her confused.

"Lena?" Kara asked gently, no longer hearing the sound of Lena's struggling breaths. "You there?"

"Y-Yeah. I'm here."

"Are they gone?"

"Y-Yeah… Well… Mostly."

"What's left?"

Snapping back into her usual self, Lena retorted, "None of your business."

Kara couldn't help but laugh as she replied, "Now, there's the Lena I know."

Looking down at her watch, Lena noticed that her heartbeat had slowed significantly. 60 beats per minute. A perfectly normal resting heart rate.

"Kara…" Lena said slowly, having calmed enough to speak clearly.

"Yes, Lena?"

"I think…"

After a long pause, Kara pressed, "Yeah?"

"I think you're amazing."

Again, Kara couldn't hold in the chuckle that bubbled up in her throat.

"I'm nothing special, Lena. I just… know what it's like."

"You have panic attacks?" Lena blurted, shocked by Kara's confession.

"I used to, when I first moved here. Everything was so… new… and strange…"

"How'd you get them to stop?"

"I try to remember all the things I care about. I put those things in waterproof boxes at the top of the beach. Then, I walk in the water and watch those footsteps fade away, with all my worries in them. And…"

"And?"

"And I breathe. I just… breathe. I learned that a long time ago, and it's really helped me."

Lena thought about Supergirl, and the way she'd been so incredibly encouraging, patient, and gentle. Kara had just been the same.

Then, she suddenly realized that it was now 3:47 AM, and that she had, no doubt, woken Kara from her sleep.

"Kara, I'm so sorry for waking you," Lena said quickly, her face growing warm with a flood of embarrassment that she hadn't felt yet.

"Lena," Kara said softly, a smile tugging her lips. "I meant what I said. I'm here. Anything you need, I'm here."

"But… Why?" Lena said, once again breathless, but in a very different way.

"Because I care about you, numb-nut."

Actually letting out a bright, genuine laugh, Lena smiled for the first time since she'd brought Kara home and they'd listened to music together.

"Did I just hear you laugh?" Kara teased.

Lena could hear the smirk in Kara's voice and wanted to fire back a witty remark, but she couldn't stop smiling.

"Shut up, Girl Scout," she finally said, when she'd gotten the smile under control and regained her composure.

Kara continued to smile, though, as she asked, "You feeling better, hun?"

Hun? Lena blinked. Did she just call me hun?

"I, um… Yeah. Yeah, I'm… I'm actually okay." Lena wiped the last of her tears from her cheeks and added, "Thank you, Kara."

Surprised to hear Lena use her real name – and not Four Eyes, Girl Scout, or Hall Monitor – Kara paused for a moment and took in the sound of it.

Kara. Kara. Kara.

It rang in Kara's ears. So much so that she forgot to say, 'you're welcome.'

After a long, awkward pause, Lena asked, "Kara?"

"Huh? Oh. Yeah, I'm here. Sorry."

"You must be exhausted," Lena sighed. "I'm really sorry."

"And I'm really sorry I annoy you," Kara offered, forcing a soft laugh, even though it hurt.

"You… You don't… annoy me…"

"Then what is it about me that you despise so much?" Kara asked, seriousness suddenly seeping back into the conversation.

Kara hadn't intended it to happen, but there was: an earnestness she'd wanted to hide. She didn't want Lena to know her insecurities. It shouldn't have mattered if Lena didn't like her. Why was Kara seeking her approval anyway? She had plenty of friends. What was it about Lena that was so incredibly special, to the point where it the girl wouldn't leave Kara's mind?

Blushing at her own thoughts, Kara waited for Lena's reply. It took a while for it to come.

"I don't despise you."

"You call me names. You snap at me. You tell me I'm stupid. Why?" Kara asked, her heart thumping.

Her voice was dripping with pain, and she was exceedingly embarrassed that she couldn't seem to stop it from slipping out.

"I'm… I'm sorry," Lena said, the words tumbling out. "I didn't mean to hurt you."

"You didn't hurt me," Kara lied. "I was just confused, I guess. I mean, you can barely spend a single second near me without complaining. But now you're calling me."

"You told me to."

"And I meant it!" Kara cried. "Your opinion of me doesn't change mine of you."

"What?"

"How you feel about me doesn't change how I feel about you."

Lena's heart began to thud in her chest again, heavy and strong.

"And… how do you feel about me?" she asked cautiously, not sure if she really wanted to know the answer.

"I like you, Lena. I think you're funny. You're incredibly smart. You're witty. You're strong-willed. Independent. You have a great taste in music. You're someone I could be friends with. And like I said, I care about you. As a person. I see so much potential in you. You keep saying, 'I'm a Luthor, and Luthors don't need friends,' but I think you're so much more than that. You're your own person, Lena. A really amazing person. I just wish… I wish you… could at least… see… something in me. Something worth keeping around," Kara confessed, immediately embarrassed by her monologue as soon as it escaped her. "But that's pathetic, so, like… totally and completely forget that I just said that. Please."

Stunned, Lena replied, "Why do you care so much about what I think? You have tons of friends."

"I just told you, Lena. You need to learn to listen," Kara said, forcing the joke to lighten the mood.

It didn't work.

Lena bit her lip for a moment before replying shyly, "I… I care about what you think of me too. Actually, you're the only person whose opinion of me I've really cared about."

"What?"

"You heard me, Four Eyes."

Kara sighed, then instantly wished she hadn't. Too much was coming out on its own. She felt intoxicated. Inhibitions were gone. How is this happening? Shut up, Kara!

But it all kept coming.

"I'm sorry. I wish I could do more for you. I know you're a Luthor and that you don't need me… but… I just… wish I was a little more useful."

Of course, this was ironic, coming from Supergirl, but Lena didn't know this. Kara's heart was sinking. Stop talking, you fucking idiot! she screamed internally.

Then, Lena said something that made her even more uncomfortable.

"Actually…" Lena started slowly. "I kind of like your glasses."

Kara went dead silent.

"Uh… You there?"

"Y-Yeah," Kara stammered. "I…"

"Don't make this a big deal, okay? But… I kinda like you too. I mean… I think… You're… I don't know. I don't know what I think. I just… You're just so…"

"Hilariously pathetic?"

Kara's insecurities were showing.

"No. I was going to say 'sweet,'" Lena confessed, letting out a soft sigh.

She was definitely embarrassed, but it was far too late for her to take back any of the words she'd shared.

"Really?"

"I'm sorry I made you feel like you couldn't come to get tutored," Lena said, suddenly remembering that Kara was probably failing again without the help.

"Oh… It's… I just didn't want to bother you anymore."

"How did you do on your test?"

"Actually… You really helped, Lena. I honestly feel okay about it. You taught me a lot. As much as you seemed to hate it, you were really good at explaining things… even though you got frustrated with me, 'cause I'm an idiot."

"You're not really an idiot," Lena sighed. "I just… said that to be a jerk… I push people away, Kara. It's what I do."

Kara was surprised by this. Lena actually admitted to trying to be mean. And she'd confessed that she didn't think Kara was stupid!

This, of course, made the hero's heart race. Never had she cared so much about anyone's opinion of her. Which was odd, because the entire city loved her as Supergirl. Even as Kara, she was popular at school. But Lena… Lena's valiant attempt to hate her made her insides turn. Something about the way Lena looked at her with disdain made her stomach twist into knots and feel nauseous. It made her embarrassed of who she really was. But now… with Lena confessing that she actually liked her… Kara was confused. And beyond appreciative. In fact, she felt downright lucky.

"Lena…" Kara whispered, her voice dropping low.

"Yeah?"

"Thank you… for saying all that. It must've been pretty hard."

"We're still not friends, you know," Lena said quickly, returning to her roots.

"I… I know. But it's cool to know you don't hate me."

Lena couldn't help but smile at this. The overly confident Hall Monitor actually cared about her and her opinion.

"How could I hate you after tonight anyway? You rescued me from the aftermath of a terrible nightmare."

"I did? That's what triggered this?"

"Yeah," Lena answered. "Supergirl dropped me and I fell to my death. It was a shit way to go."

Kara blinked. She was dreaming about Supergirl?

Thinking fast on her feet, Kara replied nonchalantly, "She'd never drop anyone."

"True," Lena said, smiling once again as she thought back fondly on the way Supergirl had touched her hand and arm to comfort her.

"I'm glad you're okay, Lena," Kara said, after a pause. "And I'm really happy you called."

"You're going to be exhausted tomorrow."

Kara almost laughed. She needed less sleep than most humans did, so the lack of a good night's rest wouldn't kill her.

"It's really no problem."

"Well… Thank you, nonetheless. It's greatly appreciated. You saved me… again."

"It's nothing. Please, don't mention it. It's my pleasure to help."

In that moment, Lena realized where else she'd heard those words, for a third time: Supergirl.

Saying nothing of this, Lena replied, "Thank you again. You should get some sleep now, okay?"

"Aww… Lena… Caring about my wellbeing, are you?"

"Hey, shut up. I just feel bad."

Kara laughed and answered, "You don't have to feel bad. I'm fine, really. And I am very happy you called me. It was good to hear your voice not sounding angry with me."

The last bit she hadn't meant to say, but there it was, just like all her other stupid confessions that night. This girl's gonna be the death of me, she thought.

"Goodnight, Kara…" Lena said, not knowing how to respond to the blonde's confession.

"Night, Lena."

After ending the call, Kara noticed her own heart racing.