A/N: Thanks for your reviews. I know that some of you have questions (mostly about pairings) but I don't really want to give everything away yet. It's going to take some twists and turns; I can only hope you enjoy the ride. Thanks go to my awesome unofficial beta. Feedback is always appreciated. :)

She starts sleeping in his bed.

It all starts out very innocently, with one night, waking up in a cold sweat, tear tracks on her cheeks, visions of everything bad she's been trying to escape clouding her mind. Desperate and fuzzy-minded, she rushes to Chuck's room, curling into a ball as far from him as she can and trying to calm her breathing. She just needs to be with someone. She sneaks out of his room when the sun sneaks in through the thin curtains, and he never knows. It doesn't mean anything. It's just like when Erik was little and he'd run to her room and crawl into her bed, sniffling about monsters in his closet.

The second time, she's not so lucky. The second time is different. Chuck's a heavy sleeper, so he doesn't wake as she pulls down the covers and crawls in, cuddling close, trying not to disturb him. His body heat warms her up and his heartbeat is calming, thud thud thud in his chest, close to her ear, lulling her into her first contented slumber in days.

He wakes before she can sneak out, pretend to have spent the night in her room, and huff at him for taking over her bathroom. She shifts and wakes, too, and there is a thoroughly awkward – yet somehow not overly uncomfortable – moment in which they just squint at each other, sleepily staring.

"Good morning, sis," he finally smarms, and she makes a childish face in retaliation. "Does this mean we get to take those baths together now?"

"Ugh!" she cries, so annoyed she can't even come up with a real word, and storms out, grabbing her so-called brother's bathrobe and tying it tightly around herself.

"Serena!" he calls after her, using his sexy-hoarse, just-woke-up voice. She turns around, but makes sure to shoot him a glare as well.

"What?" she snaps out bitterly.

One of his eyebrows arches perfectly and she is struck, for what may be the first time, by the fact that he's actually very good-looking. Normally she's too distracted by his behaviour. "Best night of my life," he smirks.

And just like that she's annoyed again, rolling her eyes and biting back, "Oh, you wish, Chuck."

"That's right, sis, I do!" he calls after her playfully, and she giggles, though she'd never admit it to anyone that she's actually amused by him.

~x~

School gets a little bit easier, but she has trouble concentrating. Half the time, Blair and her miniature army of perfectly-groomed girls surround her, talking about both nothing and everything. She feels panicky when she's with them, just waiting for Georgina to jump out from the shadows and tell all.

Blair can sense it, and she's being the best friend Serena can ask for, maybe even better than she deserves.

"Nothing's going to happen," she says. "I'll take of it. You're safe. I'm here for you."

All she can say is, "Thanks, B. I love you." Blair may have everyone in Upper East Side under her control, but she can't monitor everything – certainly not Georgina Sparks. Serena feels guilty for every night she spent with Georgie instead of with her best friend, and it's overwhelming.

"I can't be here," she says, and she runs away, leaving Blair to stare after her, trying and failing to form a plan to fix this.

And inevitably, she runs directly into her boyfriend, who catches her and steadies her – if only he could do the same for her life. He says "hi" in his typically awkward, adorable way, and she returns the syllable breathlessly.

He hands skim down her arms and she feels a little bit grounded again. "Can you talk to me? Please, can you just talk to me?"

He looks so desperate. She understands the feeling, and she wants to make things better for him, so she nods, even though it's hesitant. "Tonight, okay? We'll talk tonight. Maybe over…dinner. At that…the place where Vanessa works?" she adds hopefully.

Dan frowns regretfully and her heart drops. "I'm supposed to meet Sarah tonight."

Serena's heart jumps right back up, lodging in her throat. "O-oh," she stutters.

"I would say that you should come, but I know that you don't like her…"

"With good reason," she inputs softly. "Dan, please, I know you don't want to hear this –"

He cuts her off, his frown deepening. "No. I don't, I really don't."

"Dan…" she whispers brokenly, trailing off.

"I can't do this anymore. I'm not angry with you, I'm just so confused. I don't…I don't want to hear anything you have to say anymore unless you can actually back it up with a reason."

"Can't you just trust me?" she begs, grabbing at his arm as he rushes away. He's wearing his usual army jacket, the one she'd wrap around herself when she got cold in his room. It's so familiar that it makes the expression he wears even worse to see.

"Trust you, Serena? No, right now, I can't. Because you're lying, and partying, and hanging out with Chuck…"

"He has nothing to do with this!" she says fiercely, and realizes too late that she's being too defensive.

Dan stares at her in shock. "You…we…" He shakes his head as she looks at him, biting her lip anxiously. He pulls his arm back, shaking his head some more. "You should worry about this. About us. Because believe me, I am."

Her hand falls to her side; her fingers are shaking. She balls her hands into a fist, fingernails digging into her palm.

Blair, who sees all and knows all, is at her side in less than a minute. "S.? Are you okay? Do you want me to…" she trails off, both worried and menacing, throwing a glance toward Dan's retreating form. "Serena! Look at me; you're scaring me."

"I'm fine, B.," she says automatically, even though she's not. Even with Blair beside her, she feels alone.

A hand lands on her shoulder and makes her jump nearly a foot into the ear.

"Bass!" Blair snaps. "Look at her – now is not the time to –"

"Relax, Blair," he says calmly, and she shuts up. Serena watches the wordless exchange between them with her empty eyes. She watches Blair's eyes rake dismissively down Chuck's body, her expression annoyed, but she's not, Serena can tell. They grew up together. The way she looks at Chuck is more affection than anything else, though she covers it well.

Chuck's expression is similar: well-disguised meaning. He looks at her with the casually infatuated glance he bestows on nearly every female, but it's not just lust, it's deeper than that, it's like he's saying with his eyes, I admire you; you're beautiful.

Serena feels a stirring in her stomach and she has no clue why. She glances back and Dan is gone.

"Let's get out of here, okay?"

She jumps again, shocked. Chuck is leaning toward her, actual compassion shining out of his eyes. She nods shortly and looks at the brunette on her right. "You coming?" she whispers.

"No, I have…class." Blair admits regretfully, gesturing to their school.

Serena furrows her brow, making an obvious realization: "But so do I."

Blair and Chuck both roll their eyes and smirk at each other. Neither of them bother addressing that comment. Blair kisses her cheek and walks off, immediately immersed by her followers, and Chuck's hand falls to the small of Serena's back, guiding her into his limo.

~x~

"Do you get your car cleaned?"

He's clearly offended as he assures her that of course he gets his car clean, who does she think he is?

"You're Chuck Bass," she giggles, just as he says his infamous line (I'm Chuck Bass) and their voices blend together on the last two words, making her smile grow just a little bit.

"Why do you want to know, anyway?"

"Because you've had sex with a bunch of sluts in this car, idiot," she sighs. "Plus Blair."

He chuckles. "She'd be pleased to have her own category." He tilts his head to the side as he reaches into the mini-fridge and pulls out a bottle of Perrier, pouring two glasses. "You seem surprisingly happy considering what a mess you were about five minutes ago."

Her smile slips away as she realizes how right he is. She was seconds away from a breakdown, and here she is, smiling, laughing with him. "I…" I feel safe. But she can't say that. She can't say that because it has weird implications and because she's with Chuck Bass in his limo. "I don't know," she shrugs. "I don't know."

Of course, he doesn't buy that, and squints at her, trying to read her emotions. "Do I…comfort you?" he asks as though it's a physiological impossibility.

"No," she scoffs, and it is the absolute worst lie she's ever told. She's not looking him in the eye and her limbs are all shaky again.

"I do," he all but marvels. "That's…"

"Weird," she supplies with a sigh, not even bothering to contradict him. "Very weird."

"I'm not complaining," he shrugs blithely, lounging comfortably. "I'm actually really enjoying the sleepovers."

"Chuck," she groans, closing her eyes and pressing her hand to her forehead.

"You know," he adds in his most seductive voice. "You could add yourself to the limo list."

When she opens her eyes he's much closer to her than he was initially. "The slut list?" she demands incredulously.

"No," he chuckles, "the other one. The one that Blair's on."

She sobers up immediately, all her initial giddiness fading away. "Blair's on that list, a list of her own, for a reason," she tells him solemnly. "You can deny it all you want, but she's important to you."

Chuck nods his agreement, but he's still staring at her like he's searching the depths of her mind.

"What?" she demands tiredly. Things tend to go in circles with him, though she's got to admit, they never get boring.

"Why do you look like that's tearing you apart? You're doing that… navy blue, puppy dog eyes…thing."

A jolt goes through her body; shock and realization, and she can tell that he feels it too.

"My life is falling apart, if you hadn't noticed," she tells him testily. "I'm worried about Georgina and Dan and…everything."

"Of course."

"Yeah."

"…yes."

She clears her throat. "Where are you taking me?"

"Home," he says quickly, just as relieved at the change of topic. "But we have to make one small stop first…"

~x~

They pick up 'Nathaniel', who is skipping off American History and smells of marijuana, but Serena doesn't mind any of it. Chuck disappears to do some mysterious activity almost immediately after they walk into their empty home.

It's just Serena and Nate, sitting on the carpeted floor of the living room like they used to when they were kids. They raid the cupboards and find peanut butter there, waffles in the freezer. Nate is stoned and she's scared and silly, so they toast the frozen waffles and smear peanut butter on them, just because they can. It doesn't taste particularly good, but they eat their concoction anyway, still sitting on the floor.

Nate gets deep out of nowhere, looking right into her eyes. Her heart skips a beat like it always does when that happens. They are so similar and yet so different that there's always an electrical charge between them. "Talk to me," he says in his slow, stoned, slightly sexy voice. "Let me help you. I don't know if I've ever seen you this upset."

She shakes her head, though she's not sure why she won't open up to him. It just doesn't feel right. She lays her hand over his gently. "You don't have to worry about me."

"Of course I do. Serena…I lo –"

Her eyes go wide as saucers; she doesn't know what exactly he means by what he's supposed to say – what kind of love? Eros, philia, agape? No matter what he means, she doesn't want to hear it, she can't.

Chuck saves her by walking in at that moment, interrupting Nate. It's become the strangest system; Chuck as her saviour. But she'll take it, she needs it. He's flipping his phone closed, saying, "Nathaniel, Serena. What did I miss? …What are you eating?"

She ignores his latter question, focusing on the cell phone he holds. "Who were you talking to?" she asks point-blank.

"No one."

"Chuck!" she cries out in annoyance.

"Ah, the sound of my name on your lips," he sighs, leering.

She grits her teeth. She wants to whine again, but he'll only get pleasure out of it. "Who. Were. You. Talking. To?"

Chuck and Nate look at each other, almost impressed by her anger. "Blair," he finally answers. "I was talking to Blair."

She reaches up and pulls on his hand, tugging him to the floor with them.

"You could've asked," he groans, wincing.

"What're you scheming?" she demands in reply.

"Nothing." It takes only two seconds of her best death stare for him to cave: "Look, Serena, we have to do something…"

"No! No, you don't! It'll ruin my relationship with Dan, and she's…she's got that tape."

"Serena –" Nate tries.

"No!" she insists vehemently. "No! I appreciate that you're trying to help me, and you're being wonderful, but if you really want to help, the best thing you can do is nothing."

Nate's phone beeps and he pulls it out of his pocket, sighing. "Okay, Serena, if that's what you really want…"

"It is."

"Then, for now –" He glances at Chuck for confirmation. "We'll leave it alone. I've got to go, I have plans this afternoon," he adds apologetically as he gets to his feet.

She smiles up at him, thankful and sad. "Tell Vanessa I say hi."

~x~

When she turns the doorknob and lets herself into Chuck's room that night, she's surprised to see that he's awake, sitting up in bed and reading the paper, sipping a glass of…something.

"Right on time," he smirks at her. When she stares quizzically, he elaborates, "One o'clock a.m. every day for the past week. Like clockwork." He sets down his paper. "Do you have nightmares?"

"I don't really…know. I wake up and it feels like I can't breathe, but I don't know what I was dreaming."

He nods and lifts the covers on 'her' side of the bed, as though she's answered the question that will grant her entrance. She sighs, closing the door behind her and padding over to the bed in her slippers, sitting down on the mattress and swiping his glass, taking a drink.

"Orange juice," she says in surprise. Not a trace of alcohol.

"Don't sound so shocked," he says with a smirk. He takes back the champagne glass and sets it on his bedside table, reaching over to turn off his lamp.

They settle in together, lying on their backs, not touching.

"This is less awkward when you're asleep," she whispers into the darkness.

She can hear his smirk. "Yeah, 'cause you like to cuddle."

She blushes even though he can't see her and half-heartedly grumbles, "I do not."

The silence is more comfortable now, and she lets out the breath she's been holding, gathering some strength. "Chuck?" she whispers vulnerably. "Do you think…"

"Do I think what?" he asks, and she hears the concern, the genuine curiosity.

"Everything…everything with Pete. Do you think it's my fault? Do you think that his…his death is my…fault?" She's choking on her words, but she gets it out.

"Serena…" he says in shock, clearly about to assure her that it's not, so she cuts him off.

"Be honest. Please, be honest. I need to trust you right now."

He doesn't hesitate, not for a moment. "No," he says firmly, leaving no room for questions. "It is not."

And when her tears spill onto her cheeks, he reaches over, brushing back her hair gently so that the miniscule drops of salty water don't catch on the golden strands of hair, just as she whispers a thank you.