Disclaimer: I do not own Gossip Girls.

Author's Note: Set after "The Dark Night." I wrote this before "The Ex Files" aired, so it is a bit AU now.

Her life was a mess. Her relationships were a mess. Her room was a mess.

She'd broken up with Dan. The thought kept reverberating inside her head and each time it got louder and louder and more and more accusing. Because she was Serena Van Der Woodsen and she had been complicit in someone's death, because all she'd ever done from the moment in 5th grade when she'd realized she could was take and have, because she was a Van Der Woodsen and no one in her world would deny her; she was beautiful and rich and could do no wrong… except that she'd crossed too many lines, someone had died and she'd taken from Blair and it had all been so very, very wrong…

And Dan; Dan was good. He was smart and witty and well-read and socially conscious; he was going to make the world a better place, someday, somehow. And when she was with him, she thought maybe some of his goodness rubbed off on her, maybe if she was more like him she could atone for past sins. Dan made her better and she had broken up with Dan.

The welling up of hopelessness took her breath away and her phone was in her hand before she'd consciously decided to use it.

I need you.

She reached out to the one person who would always be there to take her by the hand. It was less than a minute later when Blair replied.

Where?

My suite.

15 min.

Blair made it in 10.

She wasn't in a panic. No. That's not what this was. She wasn't having flashbacks to drunken Serena at a seedy West Side bar surrounded by overly eager middle aged investment bankers looking to revitalize memories of their fading glory. No, that's not what was happening. She was simply concerned.

Which is why she had unceremoniously shoved the Lord off of her when she'd seen S's text; why she had been checking her text messages while the Lord was on top of her was a completely different story.

She strode into Serena's suit with steady steps; if her hands were ice cold and her heart pounding against her rib cage, it was only due to her concern.

Serena was huddled on the couch, phone clutched in her hands, head bowed, a veil of golden hair hiding her face.

"S." Blair said softly as she approached.

The head lifted and Blair felt concern morph into panic at the sight of those tear filled blue eyes.

"What happened? What is it?" She asked, dropping her bag onto the floor and opening her arms.

Serena stood in one smooth move and fell into her best friends waiting arms.

She didn't say anything, just clung to her B and Blair held her, held her as long as she could without knowing why or what had caused this torrent of tears—which was almost a full minute, then she pulled back.

"Tell me. What happened?"

Serena pulled back too; face blotchy and sniffling, "It's… you were right… everybody was right… we couldn't…oh B, we just… Dan and I--"

Blair didn't make her continue, she pulled her girl back into the hug, tighter this time.

It was Serena who pulled away this time, drawing in huge gulps of air, "I love him, B. I do… I just… he wants me to be…" Serena sobbed then, stepped back and dropped almost in slow motion to the carpeted floor, sitting on her knees and hiding her face in her hands as sobbed.

Blair went with her, sat on her knees by S's side and wrapped an arm around her shoulders, tugging her gently into a half-hug. Serena looked up at her through that veil of blonde hair.

"I love him so much, but he—he, I think he wants me to be somebody else and I want to. I do, I want to be better, to be like him because then maybe, maybe I can—can atone a little for everything I've done… but I just…" she sobbed again, pushing her hair away from her face, breaths coming fast and shallow, "I can't… I can't not say my name, you know? I can't always pretend that—that I haven't been or done what I've… and I tried, I did, B. I really did. I pretended for as long as I could— because I—I wanted to be worthy of him, I did, I do, but it's so hard and I don't want to pretend anymore, I'm tired of pretending and I just wish… I wish he could love me, you know? Really love me. I wish I could be the girl he wants me to be, but I just… I can't and--"

The more Serena spoke, the clearer things became for Blair and she realized quite suddenly, that she was going to have to destroy Dan Humphrey for this.

Because no one—no one—made Serena Van der Woodsen feel unworthy. Except maybe Blair Waldorf, but that was only the once and due to extenuating circumstances.

"Hey." She cut in, stopping Serena's tirade. She shifted to face her more fully and then gently reached out and tucked Serena's hair behind her ears, kept her hands on her friends face, framing it and wiping at tears with her thumbs. She made sure to meet S's gaze, because this, this was important. "Listen to me." She said softly and firmly, then waited a beat to make sure S was.

"You are worthy of anyone."

Serena shook her head, pulling away from Blair's hold.

Blair let her arms drop to her sides, but didn't stop talking. "He doesn't get the right to judge you Serena."

Her girl sobbed at that, and that sound brought tears to Blair's eyes.

Serena was still shaking her head. "He's such good guy, B. He's--"

"He does not get to judge you." Blair repeated, her voice suddenly thick with tears because Serena just looked so wretched and unsure.

Dan Humphrey was going to have to be decimated for this.

Serena stared at her after she said those words, face frozen for a heartbeat, before it crumpled into tears again. "I know that. I know that and it hurts that he does. I thought—I thought he would stop, I thought if I could show him that I—that I could be better, could be different than he would just… accept me, but he… B, we just can't work and I wanted us to so badly and it hurts."

Blair nodded and when Serena slid across the carpet to get closer, she held her friend again and maybe she cried a little too. Maybe she cried for wanting something that just doesn't work, maybe she cried for wanting it so badly that you pretend it does, maybe she cried because when S hurt, she hurt, or maybe she cried for all three.

No matter though, because in the end the point was simple. Dan Humphrey had brought S and B to their knees and for that he was going to have to pay.

--Fin