First of all I want to thank Blood Red Kiss of Death for being an awesome Beta! IThis story was written before the last episode aired. know some might call me crazy for doing two stories at once but then idea got stuck in my head and I couldn't get it out. I hope yall enjoy it!

Chapter One

Serena van der Woodsen had everything her heart could possibly imagine: her family was finally a family again, she had the perfect boyfriend whom she loved very much, and she and her best friend, Blair Waldorf, had a friendship that was as strong as ever.

Serena was actually happy and saw her life headed in the right direction with the right people by her side. And then, her now ex-friend just had to come back into town and turn her life into a living hell once again. Nothing good ever came around while Serena was with Georgina Sparks, and it took Serena looking at Georgie through a different perspective to realize that. Georgina was very manipulative and knew exactly what to say to Serena to make her cringe and go along with whatever she was doing. And right now Georgina's plan was to make Serena's life a living hell and she was succeeding.

Serena was having problems with Dan, her mom and her were fighting again, she wasn't sleeping, and her grades were slowly beginning to slip. Chuck, Blair and Eric seemed to be the only stable people in her life right now. All three of them could slowly see Serena going back to her old ways as a coping mechanism, and were trying their hardest to steer her in the right direction again.

Serena had begun to "live" at Blair's house or Chuck's suite, not wanting to go home and deal with her mother. Even Eric was feeling the strain and was trying his best to stay out of the house when it was possible. Sometimes he would crash on the couch that Nate now vacated, when Lily allowed it of course.

This morning was like any other. Serena had gotten less than three hours of sleep and was dreading what events might take place today. If Chuck wasn't there to get her out of bed – actually, it was more like throw her off the bed – she would still be sound asleep. She and Chuck took turns on who got the bed and who got the air mattress when she wasn't at Blair's or instructed to go up to the penthouse. As soon as Chuck left the room, she laid back down.

"I don't think so! Get up, S!" Blair's voice rang out. This had become a routine for the last week or so. Blair would be at the suite bright and early in the morning to make sure that Serena was actually up and getting ready for school. Then, she and Chuck would walk to school, while Serena usually walked with Eric, walked by herself to help clear her head, or they would all take the limo.

Serena did what she was told and went into the bathroom to take a shower and get ready. She was too tired to protest.

"This is getting old fast," Blair cried out when Chuck walked next to her.

"Tell me about it," he nodded in agreement.

Thirty minutes later, all four of them were out the door and on their way to the joint schools. Now, of course, Serena looked nothing like her normal drop dead gorgeous self. Her hair was pulled up in a messy ponytail, she had dark circles under her eyes, and her skin was paler than normal. She didn't have the strength to care about her appearance. All she wanted was for the day to be over so tomorrow would start and hopefully all of this would be over.

Today was a limo day, since it had been drizzling the night before and Blair refused to walk through puddles with her new Jimmy Choo heels. And even though she knew Serena didn't care, she wasn't about to let her ruin her shoes either.

When they got to school, Serena, who immediately saw Dan, slowly went to walk to him hoping that today's conversation wouldn't end in either them fighting later on or them barely talking at all. She didn't know which was worse, but could tell it was killing both of their hearts. He needed her to talk to him and she wasn't about to tell him everything, terrified it would hurt or change him if he knew.

Eric left for class, while Chuck and Blair sat down at a more private table to talk.

"Chuck, we seriously have to do something!" Blair stated. It was funny how everything going on with Serena had made them become closer again.

"I know that, Blair. Trust me." He'd seen what all this was doing to his step sister and it wasn't getting better. Serena was under so much stress that it was making her sick regularly and she was crying herself to sleep most nights.

"My only question is, how did it get this far? What did Serena do to Georgina that was so bad? You'd think she'd stop after seeing how bad all of this is affecting her," Chuck added.

"I'm not sure if it's all Georgina. I mean, don't get me wrong, she still has a hell of a lot to do with it, but I think the problems that her and Dan are having are magnifying it. And no, that doesn't mean that you can go beat up Dan, Chuck, so don't even think about it!" Blair stated, knowing the look Chuck wore all too well. "That would really send her over the edge."

"Okay, fine, whatever. You wouldn't happen to have a plan now would you?" Chuck understood but still rolled his eyes.

"Nope, not yet. I've tried everything I can think of and nothing is working. Every time I tell Georgina to stay the hell away from her, things just seem to get worse." Blair answered.

"Well, we've got to think of something and fast."

They continued to talk about Serena until they both saw her walking away from Dan, her head lowered and looking like she was about to burst into tears at any moment.

"Shit! I've got her," Blair cussed, which she didn't do often in public but she was getting sick and tired of this. It wasn't easy seeing your best friend so messed up. She was seriously beginning to wonder if Serena was becoming clinically depressed and needed medication.

"Serena! Stop!" Blair demanded when she caught up with her.

Serena did exactly what she was told and turned around facing her best friend. Blair wasn't surprised by what she saw, well not immediately at least. The tears were once again coming down. Then Blair noticed how white Serena's face was and that her balance was off. Blair was scared she was about to pass out on her.

"Okay, S..." she said sweetly grabbing Serena's hands, "We're going to sit down on that bench, okay?" Blair kept looking towards the school hoping to see Chuck or Nate or hell even Dan so she could get some help, then back at Serena.

By this time Serena was feeling horrible, and her vision was spotty. So all she did was nod and let Blair guide her.

Blair sat Serena down without incident, and immediately made her put her head between her legs when Serena told her she was dizzy. Blair was now freaking out. Where the freaking hell were their friends when you really needed them? Then, the tardy bell and Blair understood where everyone was. She had her cell phone in her hand and was just about to send a text to Chuck telling him to get his ass out of class and come and help her, when Serena slowly lifted her head back up.

"You okay?" Blair asked comfortingly, noting that some color was starting to slowly come back.

Serena nodded and closed her eyes.

"Serena what's going on? I need answers, now! Not talking isn't an option anymore. You almost just collapsed!" Blair stated, raising her voice a little to show how serious she truly was.

"I've just been..." that was all she could say, before she felt her gag reflexes go into effect.

Blair could only watch as her best friend tried to catch her breath as her body tried to expel everything in her stomach, but there wasn't anything left. Then a light went off in Blair's head. She knew for a fact that Serena hadn't been up all night ill, so only one thing could cause this.

"Serena, when's the last time you actually ate?"

"Two days," Serena answered and as she saw Blair's face change she added, "I just haven't been hungry."

"I don't care! You could make yourself really sick! We're going to get you something now." Blair wasn't one to talk, she didn't have the best eating habits in the world, but still. She also reminded herself to tell Chuck to make sure that Serena ate regularly.

It took a little coaxing from Blair, but she finally convinced Serena to eat the muffin she'd bought, and thirty minutes later, she sent Serena back to the hotel after having a long conversation. Blair didn't care right now that she and Serena had both missed a pop quiz in History. She was too worried. And she didn't want Serena to possibly pass out in school so she sent her home. Blair would come up with an excuse for her teachers.

When the cab stopped at the hotel, Serena realized that she didn't have a key to Chuck's suit, so she had to go up to the penthouse, but thankfully her mother wasn't home. She lay down on her bed and was asleep almost immediately.

When Serena woke up, she felt refreshed, which hadn't happened for a few weeks. She looked at the clock and saw that it was already 4:30 PM, meaning that Chuck, and most likely Blair, would be over any minute. Turning to her phone, she noticed a missed call from Dan and immediately pressed one on her phone for voicemail. She knew this message wasn't going to be pleasant.

"Serena, we seriously need to talk. Call me when you get this. Bye."

She could feel the tears well up in her eyes as she pressed number 3 on her phone and held the button down, letting speed dial do the rest.

Then she waited, completely terrified of what to come.

"Hello."

"Hey, it's me," she answered, her voice shaking a little.

"Can you come over? We need to talk." Dan stated, noticing the uneasiness in Serena's voice. He'd noticed how horribly fragile Serena had become. It was killing him to see her the way she was. The only thing he wanted to do was take her far away and keep her from everything that was bothering her, but this is something that he had to do not only for himself but for her as well. Plus, he knew that he was a big portion of the problem, so he was setting her free.

"Yeah, sure. I'll be there in 25."

"Okay, bye."

"Bye." This time her response was only a whisper, as a tear began to fall from her baby blue eyes. She sent a text to Blair telling her not to freak if she came over and she wasn't there, and telling her that she felt fine so there was no need to worry.

Twenty-seven minutes later, and yes, she counted, she arrived in front of the Humphrey loft. She could feel her knees getting a little weaker. She was scared to go inside because she knew exactly what about to happen. And it was breaking her heart into a million pieces.

"Serena," she turned around to see both Rufus and Jenny heading out of the front door and on their way towards her.

"Hey," she smiled back, trying to act as normal as possible.

"Are you okay? You look a little pale." Jenny asked a little worried.

"Yeah, I'm fine, Jenny," she answered, even though she was lying through her teeth.

Jenny nodded and dropped the subject.

"Jenny and I have to go, but Dan is upstairs waiting for you," Rufus informed her.

Again, she just nodded and then slowly began to make her way to the door as she watched Jenny and Rufus walk away laughing at something. Another tear made its way down Serena's cheek.

A couple of minutes later, she reached the Humphrey front door. "Get yourself together," she told herself and got up as much courage as she could, then walked through the door already knowing that it was unlocked.

Dan was sitting in the living room looking just as bad as Serena. His color was off and he was extremely anxious.

"Sit down."

She obeyed, beginning to wonder why this was happening. It was obvious that this was killing him as much as it was her. They could just stop this whole conversation before it even started, make up, and enjoy the rest of the time they had together alone.

"Dan..." she started, getting up the courage to open her mouth.

"No, I need you to just listen," he interrupted, letting brown eyes meet blue.

She nodded, adverting her eyes elsewhere for a minute then looking back; continuing to tell herself to keep her emotions under control and not cry.

"You know I love you..."

Why did he have to start with that?! She asked herself trying her best to keep her composure, letting her eyes wonder again. Dan talking again brought her back to reality.

"Serena, look at me," he commanded, gently grabbing her face with his hand and turning her towards him. She did what she was told.

"Like I said, you know I love you. Actually, that's a complete understatement; there aren't enough words in the dictionary to describe how much you mean to me... Shhhhh..." he said as she began to open her mouth. "But something has got to change. And right now, I have no clue what that is, and until I do, I just need some time. I don't want to break up, but it seems like it's the only solution right now."

Hearing those words, a couple of tears slowly rolled down her pale cheeks, which she quickly brushed away.

"But this doesn't mean that I don't love you, because I do more than I think you even know. I just need some time."

That was it; that was the last straw. Serena couldn't be in here any longer, she had to get out. Still trying her best not to cry anymore in front of him, she just nodded and immediately left the loft. Noticing as she left that Dan hadn't moved from the spot where he was and didn't call after her. He wasn't coming to save her this time; what happened had just really happened. Feeling nauseous and claustrophobic, she rushed down the stairs and waved down the first cab that she saw. Tears were streaming down her face when she got into the cab. She couldn't believe what had just happened. How could this have happened? Why did she let this happen? She didn't know how much more of this she could handle. Her world had completely changed in what seemed like overnight, and it was slowly killing her. She immediately thought to call Blair, but then again it, seemed like Blair had been dealing with enough of her issues lately and what could she do. It's not like she had a magical button that could fix Serena and Dan's relationship. And on top of that, Serena wasn't really in a talking mood. No, that's not what she needed; she needed an escape, something to help her not feel anything, and she knew exactly what it was.