IMPORTANT: I have not watched all of Season 5. Only up to the episodes about Blair's wedding. They inspired this idea so I'm writing it now, with no idea what happens next.

BACKGROUND INFO: Everything happened with Dan and what not. Serena loves him but he loves Blair and Blair loves Chuck. Blair has left for her honeymoon with evil Louis, but they'll be back to the city in a week. This starts that night and focuses on Serena!

This story will be a few chapters long – I'm not sure yet how many.

Please read and enjoy and review!

Chapter 1

Serena Van der Woodsen bit at her lip as she hurried toward the familiar elevator. Countless times she had found herself rushing through The Empire to get to Chuck and Nate's suite, but rarely with as much as urgency as tonight. She needed to make it to the privacy of the elevator before allowing herself to let go and let it out. In the lobby, there were too many people around, too many witnesses.

Relief washed through her as the metals doors clicked shut in front of her. It was only then that she stopped chewing on her lip, and began to cry.

By the time the elevator opened in the penthouse, she was all out sobbing and tears streamed from her red eyes.

"Serena, what are you doing here?" Chuck said, walking towards her from the living room, "It's 4:00 in the morning. Did somebody hurt you?"

Serena barely noticed that Chuck was still wearing a suit and clutching a glass of Scotch.

"No," she managed, "Not physically. I need to see Nate."

Chuck nodded then stared in confusion as Serena pushed into Nate's room.

"Nate," she breathed, staring at the still form in bed,"Nate, are you awake?"

"Serena?" he mumbled, opening his eyes, "What's going on? W' time is it?"

"I need you."

The light from the hallway washed across Serena's face. It was then that Nate noticed the tears spilling onto the floor and saw the distress in Serena's eyes.

"Serena, what happened?" he asked, pushing himself up, "Come here."

She hurried over, flopped down on the bed and slid under the cover next to Nate. He pulled the blanket over both of them as she snuggled into him. Nate was now lying on his back and Serena was turned sideways against him, resting her head on his arm.

"Just hold me," she responded.

Nate's warmth encompassed Serena as she dug her face into him, trying to stop the tears. The smell of his cologne flooded her nostrils and filled her with contentment.

Nate rested his cheek on his friend's head and wrapped his arm around her. He knew she'd tell him what was going on when she was ready. He could feel the damp on his shirt as Serena wiped away her tears.

"I didn't know it would hurt this bad," she finally said,"Is it supposed to hurt so bad?"

"Hey," Nate replied, "Why don't you start with how you ended up here at four in the morning? Did something happen?"

Serena let out a deep breath and kept her face against Nate's chest while she spoke.

"Last night was a disaster," she said, "And then I didn't know where to go. I didn't want to home and be surrounded by Blair's things and I couldn't talk to my mom and Rufus, so I just didn't go anywhere. I've been walking for the last couple hours. I don't really know where, but I ended up here."

"Is this about Blair?" Nate suggested, "Cause you know Blair, she's going to be fine. She'll have Louis under her thumb in no time and she'll be free."

Serena squeezed her eyes shut to fight off the burning sensation that threatened more tears. She swallowed deeply and kept her eyes shut tight while she continued. There was a long pause.

"I told Dan I loved him last night."

Nate closed his eyes slowly, finally understanding, and pulled Serena closer.

"I've seen tons of girls date you after we broke up," Serena went on, "Blair was fine with it when we dated. You've seen me with other guys, I've seen Trip and Carter and pretty much everyone I've dated with other girls. It didn't hurt when Dan dated Olivia or Vanessa, or anyone but this – "

Serena clenched her fists and anger pulsed through her.

"I'm so stupid," she went on, "Why didn't I see it?"

"Serena, you're killing me," Nate said, "You have to tell me what happened."

"He doesn't love me," she went on, "He couldn't say anything back because he – he's in love with Blair. He would do anything for her. She can go to him at anytime and he'd be there. And-and if he had to choose, he'd pick her."

Nate sat up and leaned against the headboard, pulling Serena up next to him.

"Hey, look at me," he said, "Dan would do that for anyone he cares about. You can't really think Dan could ever replace you."

"Not with Vanessa. Or Olivia, Charlie, Georgina, or anyone else he's dated," Serena replied, "But Blair? Yeah, Nate, I think Blair could. You dated her for years, you know how she effects people."

"But what about how you effect people?" Nate shot back, still forcing Serena to look at him, "Serena, no guy could ever forget about you or move on from you completely."

"That's not true Nate, and it's not the point," she replied,"The thing is, Dan was one thing that was mine. Look, everyone knows that Blair was always afraid of me taking what was hers. She didn't want me to control the girls at school, or get into Yale, or God forbid have more success than her. We shared everything growing up, and as long as she had the advantage we were both happy. Then there was Dan. He was all mine and I loved him and Blair wanted nothing to do with him. And since then, Dan has been the once person to believe in me. The one person that understood that I wanted to be successful too. He never knew the old me so he could truly believe in my change and when others doubted me, he always gave me strength."

"That hasn't changed," Nate told her, "You guys haven't been together in a couple years, and Dan has always still believed in you."

"I know it's selfish," Serena said, wiping her face, "But I just thought never thought Dan would love her. Like I could never love Chuck as anything more than a friend. There are just some people you're not meant to be with."

"Chuck and Blair would always have their special connection. You and Dan would have yours, and everyone would love me!" Nate smiled spreading his arms wide.

"Yeah," Serena replied, laughing, "That actually seems just right. But now that Dan loves Blair, he doesn't feel that connection to me. I love Blair so much, and I know she can't change this, but he loves her as much as he loved me, and it hurts like hell."

"Dan is a good guy," Nate said, "He tries to always do the right thing for the people he cares about. It doesn't matter if they're in his life for a month or forever. So yeah, maybe right now Dan has fallen under Blair's spell, but you know all she wants is Chuck. We all know that when she gets away from Louis, Chuck will be waiting. Whatever Dan feels is not going to last. You know how many girls I thought I've loved? They seem so important at the time, but they're not."

Serena wrapped her arms around Nate and rested her head on his shoulder. He knew she was done talking, so they slid back down under the covers.

"I'm gonna lay here til you fall asleep, so don't even try to sneak away," Nate demanded, kissing Serena's head, "And tomorrow we're gonna hang out and not think about Dan. In fact, we're gonna bash Dan until you feel ready to move on, then when Dan realizes the mistake he's made, he's gonna have to come crawling back."

"Are you saying we're gonna be BFF's, eat ice cream, and paint each others nails?" Serena questioned.

"Hell yes."

She smiled and once again found comfort in Nate's arms.