Jenny's heart was beating fast as she watched the floors of the elevator at the Empire go to the penthouse. She didn't know what she was looking for, except to take the pain of her father and Eric's words away.

This is where we live! What needs to get back to normal is you!

If you don't want to be a part of this family, no one is forcing you to stay.

She felt unwelcome in Lily's penthouse that not very long ago, she'd admired and dreamed about. But she didn't want to go all the way back to Brooklyn, either. To go back across that bridge, shunned and confused, meant defeat.

And no one put Jenny Humphrey in a corner. Not even her father and stepbrother.

Jenny knew that there was nothing for her at the Empire. Nate had made that clear when he'd put her out not too long before. She'd destroyed her friendship with him by making a play for the only guy she'd ever really had feelings for...because he was too blind to see that she would be so much better for him than Serena freaking van der Woodsen, who would always, always, always end up back in Jenny's big brother's arms.

But inexplicably, she found herself getting out of the cab, entering the grand front entrance, crossing the lobby, and heading to the elevator bank. He hadn't disabled her key card; her swipe was accepted, and she was heading up. And she had no idea who'd be in the apartment: Nate, Chuck, random bimbos, whoever.

She didn't care, though. She had nowhere else to go.

The doors to the penthouse opened. Dragging her suitcase, she walked into the penthouse…

…and saw Nate, drowning his sorrows in a bottle of Chuck's best Glenfidditch. She didn't say a word, just stood there until he realized he wasn't alone.

He sent an inexplicable look her way. For once, Jenny couldn't read his face.

"I didn't know you'd be here," she said, by way of explanation.

"I live here." His voice was flat, dull. He almost didn't sound like himself.

Jenny's reply was quick, defensive. "I know, I just thought you'd be with Serena or something."

He looked away and back to the bottle. "Nope."

Jenny was at a loss. Perhaps this was all a mistake. Clearly Nate was in a strange mood. She'd thought she knew him, but there was something different about him tonight.

All of a sudden, he stood up and walked toward her. She stood there, frozen in place, feeling completely unnerved… but also, a tiny bit excited. Was he going to put her out?

Two pairs of blue eyes locked…hers pale, his deep.

Nate gestured toward his bedroom.

Jenny's heart started fluttering. But she'd been Queen long enough, had known him long enough not to waver.

Looking him up and down, she left her suitcase in the hallway… and walked into his bedroom. Soon, Nate followed her...

Jenny sat down on the side of Nate's bed, tamping down the butterflies she was feeling. Although she'd stayed here several times before, tonight felt different.

She felt so alone and out of place. There was really no where else for her to go. In times of trouble she had always turned to Nate, he was her sense of calm in any storm.

But there was something different about him tonight. It didn't make her feel uneasy or unsafe. It was just that she couldn't read his mood... and Jenny Humphrey wasn't used to not being able to read Nate Archibald.

He had always been an open book. Ever since the night of Blair's party, she had been able to look at him and gauge his mood. The man before her now gave away nothing...

"Nate, I know I've done horrible things. You don't have to tell me! My dad and Eric made it perfectly clear how awful I am, so I can imagine you probably think even worse...I know you must hate me and blame me for the problems between you and Serena."

"I don't hate you Jenny. I could never hate you..."

"I wouldn't blame you if you did! There have been horrible things I've done."

Jenny couldn't look at him. Instead, she just plunged forth.

"I tried to come between you and Serena. I tricked you into going out with me on your birthday. I said Serena never called when she did. I even took advice from Chuck to drive a wedge between the two of you. So if you hated me it would make sense," she said, looking down as she traced circles on the duvet.

Nate was surprised that she had conspired with Chuck, but the more he thought about it, it made sense. They both felt his relationship with Serena kept him away from them.

"Jenny, I don't hate you," he repeated, sighing a little. "I just wish you had been honest with me..."

"I was." Her voice was flat. "I did everything I could to let you know how I felt, and you did everything you could to let me know I was permanently in the friend zone. That I could never compete with your dream girl Serena."

"Anyway, it doesn't matter now. Now that Dad's back with Lily, and everyone knows how I feel about it, I'm probably going to get sent to live with my mom in Hudson."

"What!? Why would you have to leave?" Nate asked. Suddenly, he was worried that she might be banished from his life forever...and he didn't want to think about what that meant!

"My dad is not happy with me right now, and he thinks I'm a threat to the family he wants to have with Lily," she said, looking down again, still not meeting his gaze.

"Jenny, your father loves you. You're a part of that family," Nate tried to assure her.

"I'm not! I tried to find my place here. Queen of Constance, cotillion, designer clothes... none of it worked. Not even becoming the meanest of the mean girls. I'm not happy, Nate."

"Jenny, I told you, you're not like any of those girls..."

"Stop it." The words were angry, but her tone was sad. "Just STOP it. You always say that, but you don't MEAN it, Nate!"

"What are you talking about?"

"After what I did to Vanessa at the Snowflake Ball, you said I was EXACTLY like those girls! Remember? That's why you chose her instead of me...You always choose someone who isn't me, Nate..." Jenny said sadly, truly meeting his eye for the first time that night.

"Jenny, that isn't true...the timing is just off for us. Your age, my relationships..."

"Do you know how long I've waited for you to see me?! I mean REALLY see me...not my age...not the things I'm doing wrong or the trouble I've gotten myself in...just...ME!" Jenny asked passionately.

He looked at her, a little surprised by the intensity of her words. Before she'd come through the door tonight, he had been thinking about her, wishing she was there to talk and listen. He also considered whether he had made the wrong choice last year. The last half hour confirmed it. He had feelings for Jenny, strong feelings that had not diminished when they were apart, but grown deeper.

Nate moved closer to her. Lifting her chin with his hand, he looked into those gorgeous blue eyes of hers.

"I see you Jenny...I SEE you!" Nate said fiercely, pulling her into his arms for a fervent kiss that took her breath away. Startled at first, before long, Jenny was kissing him back.

They made out like that for several minutes. Finally Nate pulled away from Jenny's lips just long enough to recline on his bed with her in his arms. He couldn't help but savor how perfect she felt in his arms… more perfect than any other girl he'd ever known.

Suddenly, he felt tears soak his shirt. Knowing that she was crying terrified him at first…

"What's wrong?"

"Oh, Nate. I want you...I've always wanted you, but I'm scared of being left alone again." She whispered as he held her to his chest.

"Jenny, I was a fool. You'll never be alone again. I promise."

"But what if I do something to mess up? I can't seem to avoid trouble…"

"Then I'll help keep you out of it," he said passionately. "You said a few weeks ago that you would treat me well… that goes double for the way I feel about you."

Sigh. "But my dad's making me move to Hudson!"

"We'll work on him together. Dan, too. And if all else fails, you're seventeen… you can live here with me…"

"And Chuck?" Jenny wrinkled her nose. "No, thanks."

"I'll get a new place." Staring deep into her eyes, he kissed her slowly. "I can't believe I was so stupid. I thought it was Serena, when you were right here all the time."

It was Jenny's turn to kiss him. "Told you so."

They resumed kissing and making out again. Nate pulled Jenny to lay on top of him as their hands roamed everywhere, much as they had done the night a year and a half before when Nate had caught her with Agnes and Max…

Back then, Nate had been able to control his natural reaction to her. But now, with her scent and tears and her gorgeous breasts showcased by the low-cut ballgown and her magnificent long legs wrapped around either side of his thighs, he couldn't help it.

When she felt his erection pressed against her core, Jenny felt herself getting wet despite all the layers of clothing that separated them. She blushed deeply. But Nate didn't seem embarrassed. Instead he pulled her closer than close, and whispered in a sexy, husky voice.

"Jenny, I want you more than anything. I know… I know you've been with that Damien dude…"

Her eyes filled with tears. "No."

Nate frowned. "No? But Serena told me…"

"I lied to her. It wasn't any of her business and she pried and ruined everything."

"Uh, I think Damien being a slimy drug dealer ruined it."

Jenny opened her mouth at first indignantly, then sighed again. "Or the fact that he didn't think me giving him his virginity was a big deal."

"No big deal? Was he crazy? Jenny…" Nate licked lips suddenly gone dry. "Do you mean to say that you didn't…"

"Not with him."

"So you're still…"

"A virgin." She looked totally embarrassed. "I don't know what's wrong with me, why guys don't want to…"

Nate cut her words off with a heated kiss. It was almost as if he was devouring her sweet little lips, lips that were obviously made for his mouth to kiss… and his alone. He couldn't believe what she was saying. Did he really have the chance to be her first?

He took a deep, steadying breath… telling his own aroused body to calm down, don't scare her…

"Jenny… will you let me make love to you, baby?"

Her beautiful blue eyes widened, then filled with tears.

"I… I don't know how." When she closed her long-lashed eyelids, the tears spilled over.

Without even thinking, Nate kissed her softly and gently. "That's okay. I'll teach you." Another soft, gentle kiss. "I'll make it so good, I promise..."

"Yes," she breathed, looking into his eyes.

Smiling, he resumed kissing her sweet lips, then began raining soft kisses down her neck to the delectable cleavage displayed by her gown. He eased the sequined jacket from her shoulders. All that creamy flesh tempted him beyond belief. He would like nothing better than to allow his tongue free reign, but he didn't want to overwhelm her their first time together. Later, he promised himself, there wouldn't be an inch of her soft skin untouched by his lips.

He moved his hand to the side of her dress, grasping the tab and pulling the zipper downward. Noticing her trembles, he leaned up above her to capture her sweet mouth with his again.

"Do you have any idea how beautiful you are? Or how much I want to see you?"

Jenny bit her lip. "I… know I'm not as pretty as some of the girls you've been with, Nate… definitely not like Serena or Blair or Vanessa…"

"Yes, you are," he said, lips running down the side of her neck. "I've never seen another girl quite like you, Jenny. Your hair… your eyes… your cute little face… these amazing tits... your ass… your legs…"

As he named each part of her body, Nate's hand followed, touching each gently for emphasis.

"Can I take this dress off? Can I see all of you?"

Jenny couldn't even speak. Nodding, she bit her lower lip again… and was rewarded by Nate capturing it in his mouth and laving the spot she'd worried with his tongue. In spite of herself, she moaned into his mouth…

"Now that's more like it," Nate drew back, grinning his megawatt smile… but this time, a sexy smile that promised all the things he was going to do to her. Coaxing her to sit up, he helped her out of the gown. Underneath, Jenny wore a strapless, black lace corset, silk panties, and garterless Falke stockings.

Shyly, Jenny wanted to cover herself up from his heated, incredible gaze. But his next words heated her to her core…

"Shit! You look good enough to eat."

Jenny blushed, but she giggled in spite of herself. "Do I?"

"Better than all my dreams about you…"

"Stop, you've never dreamed about seeing me naked." Although I've certainly dreamed a lot about you, Jenny thought but didn't say.

"All the time. And then I felt bad… tell me, why did you have to be so young again?"

"Well, why do you have to be so old?" she teased. "Anyway, I can't believe I'm turning you on… I'm so skinny!"

"You're gorgeous. I don't even have the words to describe what you are… except mine."

He covered his body with hers, kissing her, plunging his tongue into her mouth to taste all her sweetness. One hand tangled in her platinum hair, the other started a fiery trail down her neck and collarbone, over to free one of her breasts from the corset… When his fingertips found her nipple, he broke their kiss and moved down.

"You know, I kinda always wondered what color these were," he rasped, fondling the pebbled nipple between his fingers. "And what they tasted like…"

Jenny cried out as his fingers were replaced by his lips. The tip of his tongue gently circled around her nipple with long, moist strokes, and then he sucked it into his hot mouth.

"Mmmm… just like I thought. Delicious."

His hands pushed the corset down, freeing her other breast for his gaze, then his hands and his kiss.

As he worked on the other breast, his hands continued to roam. First, he caressed the flat plane of her stomach gently, idly. Then all of a sudden, his hand slid down further, past the waistband of her panties, over her mound and…

"Oh! What is that?" Jenny gasped with pleasure as his fingers found her clit. Her eyes opened with surprise.

Nate tore his mouth away from her breast and looked up. "Have you never touched yourself there?"

"Sometimes… but not… not like you're doing…"

He chuckled darkly. "Oh, just you wait, baby. It gets better…"

Nate pulled her panties down from her hips, down her legs, and off. Then he spread Jenny's thighs… perfect. She's so wet already. God, I want nothing more than to bury myself in her sweet little heat for the rest of the night… but I know I have to go slow. Don't want to scare her shitless… it's her first time.

His fingers stroked her soaked slit as she continue to tremble and whimper. Then he tried to plunge two fingers in… but she was far too tight. He only got in to the second knuckle before she winced.

"Ouch… that kinda hurts."

His dick throbbed in spite of his best intentions. Nate didn't want to hurt her for the world, but Jenny felt incredible around his fingers. He could already tell that she was going to feel amazing wrapped around him, more amazing than any girl he'd been with before, but he had to prepare her first.

"I know, baby," he said. "Just lie back and let me make you feel good, okay?"

Jenny nodded.

He slid out the two half-submerged fingers, and replaced them with a single digit, his pointer. Leaning fully between her legs, his mouth sought her precious, pink pearl…

Jenny screamed with pleasure as he made love to her for the first time with his mouth and fingers. Nate felt her hands in his hair as he tasted her delectable sweetness, sweeter than even her lips and breasts… sweeter than all of the girls he'd known before, including Serena… the sweetest he'd ever tasted. In the back of his mind, he knew that this beautiful, wild, and sweet girl was not only assaulting his senses unforgettably, but also his heart.

Her pleas tugged at his heartstrings as her innocent body began to move toward its first climax at a lover's hands. She begged him to make love to her, to take her, to fuck her… but as much as his body wanted to take her up on it, he knew she wasn't ready. He wanted her to come at least once or twice before he initiated her fully. He wanted it to be an experience she remembered with pleasure, not one she'd regret forever.

Jenny was building up to a peak, helpless against the relentless assault of Nate's mouth, lips, fingers and hands. He was the most handsome guy she'd ever laid eyes on, like someone you'd see on TV or the movies, not someone who was a close friend… and had just admitted to wanting more… and had just asked to be her first. And then, too, pretty people were supposed to be terrible in bed…

…not like Nate, who was licking her as if she were the best lollipop he'd ever tasted, and his finger was seeking something inside of her that…

When he found her G-spot, Jenny arched off the bed, her body leaping to another plateau. Somewhere beyond the blood that was roaring in her ears, she thought she heard a chuckle, and then realized he'd slid two fingers fully inside her, teasing that spot as he sucked her pearl into his mouth and…

Jenny's entire world exploded. So this is what it's like to come. Oh, my God. She convulsed over and over again into his mouth and his hands and his everything, screaming his name.

It was a few moments before Jenny came to. When she did, she saw that he'd quickly stripped… and now, lying beside her, was a naked Nate, handsome as a Greek statue… only packing way more down there. Hard and ready.

"Like what you see?" he teased her.

Jenny was too sated to be nervous. "Uh-huh."

"Can't like it more than I like what I'm seeing… Jenny, I don't know how much longer I can wait…"

"It's okay," she said, watching him through heavy-lidded eyes as he sat up slightly and peeled off one of her stockings. "I want you too, Nate."

He took off her other stocking, then made short work of her pushed-down corset. It wasn't until they were both naked that he spoke again.

"It's going to hurt. I'll be gentle as I can… but… I won't be able to take it all away."

"How do you know? Does it hurt always?"

"I don't know… for some girls, it's worse than others, I think." He swallowed. "You're so tight, baby. I could barely get two fingers inside you, and…"

Her eyes trailed down. Yes, Nate was pretty well endowed. What's more, he was more like three of her fingers, not just two.

Jenny bit her lip again. "Maybe… we don't fit?" She felt inadequate suddenly. Serena, Blair, and Vanessa had all slept with him, with no problem. But somehow, something was wrong with her where she couldn't. I love him so much, and I want him… I just knew it was all too good to be true. She fought back tears.

"Baby, don't cry, we'll figure it out," he whispered, pulling her close so that they were skin to skin. His dick rested between her thighs, nestled along her slit. "Please don't cry," he groaned, kissing away her tears, trying not to explode at the feel of her amazing body against his, and the feel of her incredible pussy against his aching erection…

That's when he got an idea. It wasn't something he'd ever tried himself, but he'd seen and heard about it…

"What do you do to get yourself off, baby? Don't be ashamed… tell me…"

Jenny sighed. "Well, when nobody's home after a shower, I put a rolled up towel or something between my legs and I kinda rub against it."

Hot, hot, this girl is so fucking hot. Nate promised himself that before the dawn, he was going to have her in his shower, and she wouldn't need any damn towel, either.

"Use me like you would that towel," he groaned, coaxing her to sit up so that she was in a riding position. "Rub against me, baby…"

With gentle, tentative fingers, Jenny brushed the head of his erection, where it rested against her, pointing straight up toward her navel. She felt drops of wetness that spread around the tip as she touched him. Nate moved her forward, nestling his hardness against her. She began sliding back and forth along his length. Each backward stroke rubbing against her swollen clit. The friction caused her pussy to dampen further. Sensing how close she was, Nate ran his thumb over her pearl making her cry out yet again. He held her against him, running his hand up and down her back as she floated back to reality.

After several moments, Nate ran his hand between her thighs and easing two fingers inside her again. "Are you ready sweetheart?"

"Y-Yes..." she whispered, still a little worried about taking him.

Holding Jenny to him, he sat up. Easing her back he looked into her eyes once more. "Baby, we're going to make love like this. This way, you can have some control."

"Aren't you suppose to be on top of me?" She asked, looking down, a little confused. All the movies showed the guy on top. Why couldn't she be normal?

Placing his hands on both sides of her face he lifted her gaze to his. "Jenny I want to make this good for you baby. Taking me into you like this will be better the first time. Don't worry angel, eventually I'll be in your sweet little pussy every way possible," he assured, taking her mouth in a quick deep kiss.

He had always taken care of her. Often at times she hadn't wanted him to. She knew she could trust him in this.

Nate helped Jenny rise to her knees and place his cock at her opening "Alright baby, bring me inside you..."

The head slid inside. Damn she's so tight! He thought. She eased him into her in tiny increments. Painful increments. Each bit of him opened her more and more.

She unknowingly dug her nails into his shoulders, as she continued trying to taking him in.

"Sweetheart ease back, then down again, take it slow..." Her inch by inch intake was driving him insane! He never even thought that this night would end this way, with this beautiful girl giving him this amazing gift. This was His Jenny! They were together FINALLY!

Jenny whimpered and tears slipped from her tightly closed eyes. She rose up slowly, his exit was almost as painful as his entrance. As she slid back down, it wasn't as bad, but he was only halfway inside her. I can do this! She told herself. Several times she repeated the motion, taking him partially. This felt good, but it wasn't enough... Rising up the next time until only the head of his cock was within her, she paused, took a deep breath and slid downward, all the way.

AH Damn! He was all the way in her now and she had a strangle hold on his dick! He didn't know how long he could hold out...

"It hurts!" She whimpered as the pain returned anew.

"I'm sorry baby, it'll get better..." he said, whispering to her about how brave and wonderful she was.

She rested against his chest, tears streaming, his voice soothing her, as his hand rubbed her slender back. Nate's dick throbbed within her as the pain began to subside. He'd never wanted to move as badly as he did in that moment, but he would die before he caused her any more pain, so he waited. After several moments, he moved a hand to the place where their bodies met. "You feel so good sweetheart, but I want to make you feel better...," he said as he brushed his fingers against her clit. Her pussy clenched and rippled around him, and she moaned softly.

"I think I want to move Nate...," she said a bit dazed.

Nate didn't need to be told twice. Easing her up, he slowly brought her back down. He continued this rhythm groaning his satisfaction at the feel of her tight little core squeezing him with each stroke. Jenny moaned louder and louder as she rose and fell in his lap.

"More! Nate Please!" She pleaded, unsure of what she even asked for.

"Can you take it a little harder Baby?"

"Yes! Do it...Do Something...I NEED..." She cried.

Nate lifted her up and brought her down hard. Holding her tightly against him, hand pressed against her lower back, he gave her a series of quick shallow thrusts, sending her over the edge, her pussy clamped down on him bringing his climax.

Jenny screamed as she orgasmed and everything faded away...

When she awoke several minutes later, Nate held her legs apart as he gently cleaned her with a warm cloth.

"What happened?"

"You were a little overwhelmed from coming baby, but you're fine. Actually, you're Perfect, Jenny." He said gently, kissing her mound as he slid up and laid back on the bed, pulling her into his arms.

"I fainted? And was there blood on the towel?" She asked confused.

"Yes sweetheart, but it's okay."

"Why can't I be normal Nate?" She asked softly, close to tears again.

"You bled because virgins bleed baby. Your pussy had to stretch to take me. As for you fainting, that happens as well. Do you know how it makes me feel to know that I was your first and that I took you so good you fainted?! Yes I'm an ass, because I am insanely proud of both those things! There is NOTHING WRONG with you! You're Special...as I told you long ago, you're not like those other girls." He said fiercely as he held her close looking into her eyes.

"Nate, that means so much."

"Lets rest Angel, because I want to be inside you again, soon."

"Yes!" She agreed lying against his strong, steady heartbeat.