A/N: I couldn't help but write this. But, it's my first attempt at a Carter/Serena, so I'm not entirely sure about it. Post 301 (because I've watched the 'forest scene' approximately 3,000 times).

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They're complete opposites, she used to think. He was dark hair and dark demeanor and wooing every girl he saw. He was frivolous with money and wouldn't commit to anything other than travel, which wasn't much of a commitment at all. He's been everywhere and he's got a story for everything.

And he tends to disappear whenever his heart desires.

It's that thought alone that has her realizing that they're really not so different at all. She's a bit of a heartbreaker herself. She certainly knows how to spend money, and the idea of committing to anything is still just this side of absolutely terrifying. She's traveled the world in her short life, and while she might not always share, she usually has an anecdote about any given person or place.

And she actually likes his dark hair and his dark demeanor. Aside from that, they're similar. His blue eyes seem to match her own. They're both tall and slim and possess grins that reel in members of the opposite sex without any effort at all. They're almost the same height, so when she stands in front of him, it's all too easy to kiss him. His hands seem to fit her body wonderfully, no matter where he touches her (and he's touched her everywhere). They both even have the same chin dimple. She knows, because one night at the beginning of the summer after a few too many drinks he pointed it out, and she'd argued with him until he pulled her into the men's bathroom at the bar they were in and made her stand in front of him, looking into the mirror. She pouted when she realized he was right, and then he kissed her and being wrong didn't seem so bad anymore.

That's the thing, though. They argue, and he makes her mad, and they're both far too stubborn for their own good. They went two entire days, sharing the same hotel room, without speaking because one of them said something to piss the other off (she can't remember who said what, but she remembers the standoff). It took something as simple as finding a rerun of Saved By The Bell to have her curled up next to him and laughing.

They shouldn't work together. They have no business working together.

But she can't deny it. She wants to, so badly. It's just not possible. She doesn't know if it's that he's so persistent, or that he genuinely seems to want to help her, or that he looks at her sometimes like he absolutely adores her. He'll kiss her, and it's all passion and all heat and all pure lust, then he'll look into her eyes and he's so vulnerable, so innocent, and she has to wonder if she's the only girl he's ever looked at that way, ever kissed that way.

He's infuriating. He thinks he knows everything, and he thinks he knows her. The really, really scary thing, is that he might. After all, there's a reason she tells him her secrets (and he is the only one). And really, there's a reason she thinks she might look at him sometimes the same way he looks at her sometimes. But then he flashes that grin and says something smarmy, and she wonders how she could ever want to kiss him.

Two minutes later, he'll flash that grin and touch her delicately, and kissing him is all she can think about.

The simple fact is that she can't resist him, no matter how hard she tries, and it scares the hell out of her, but for once, being scared isn't scary. It just is. It's just there, and she thinks that maybe the fear is a good thing. Maybe the fear is what keeps her coming back to him above all else. Because at the end of the day, as scared as she is, and as mad as he makes her, he always seems to comfort her maybe just a little bit more than either of them knew he was capable of.

She's very aware, as she walks to the hotel she knows he's staying at, that this is the first time ever in her life that she's the one seeking him out and not the other way around. It feels strange. It feels wrong and right at the same time, and it feels like maybe it's a good thing. She gets an unexpected rush of excitement when she realizes that she's only a block away, and she rolls her eyes at herself, because she doesn't think she should feel it, but she can't help it. So she just accepts it and holds her head up as she walks, as though her heart isn't beating wildly in her chest and her stomach isn't full of a million butterflies.

She smiles politely at the doorman as she steps into the lobby, and she isn't really surprised when she sees Carter standing there, almost like he's been waiting for her or something. He's so damn handsome that she takes a deep breath as discreetly as she can. He's wearing charcoal grey pants and a black shirt, and the smirk he wears is almost invisible; probably is to anyone who isn't her.

"Hi," she say, hoping to sound confident. He smiles a little wider - he can see right through her front - and she rolls her eyes.

"Serena," he says by way of greeting.

"Do you want to...I thought we could...talk, or something."

"Come on. I'll buy you a drink," he says, jutting his chin towards the hotel bar.

"No," she insists quickly. "Alone. Privately."

He smirks at her and raises one brow, and she feels the anger in her veins, and she knows he's going to say something suggestive. "I didn't think it you meant that kind of conversation."

"Carter, please don't..."

"After you," he interrupts, gesturing to the elevator. She glares at him as she walks past him, and he laughs softly to himself. It's so easy to get her all worked up. And she's just so adorable when she's feeling ill-at-ease.

The elevator doors close, and he desperately wants to touch her, but he puts on an act, pretends to be indifferent, because if he's being honest, every time she runs, he feels more and more disappointed. He doesn't know why he keeps going back to her, other than the fact that she's absolutely stunning, but he thinks (as crazy as it sounds) that he might actually like her. He's not the kind of guy who generally feels much of anything for anyone.

But ever since he met her, he feels things around her. That seems fairly significant.

They're standing in silence now as they stand alone in the elevator, and she's watching the numbers light up, her hands tucked into the back pockets of her jeans, and when he looks over at her, she pretends not to notice. He knows she does. The doors open, and he gestures for her to walk ahead of him, ever the gentleman. She shifts her weight to one hip once they arrive at his room and he pulls his key from his pocket, and he doesn't think he's ever seen her like this. It's definitely cute, how nervous she seems, but it scares him a little to wonder what it is that has her acting this way. He has to clear his throat, trying to regain his composure, to reel in the fear he's inexplicably feeling.

As soon as the door has clicked closed behind them, she starts pacing the floor. He flops down on the bed, hoping that at least his impression that he's at ease will make her feel at ease.

"I've been thinking about this...you...since the other day," she admits.

"I get that a lot, actually."

"Carter," she sighs. He smiles at her and she really wishes she could stop herself from smiling back, but she just can't.

"I'm sorry. What have you been thinking?" he asks, sitting up. He reaches for her hand, and he's surprised when she doesn't pull it away. He tugs her arm so she sits down next to him, but she avoids eye contact.

"I don't know what...this is. I don't know why I don't hate you," she says. She looks at him then, fearing she's insulted him, but his face is unchanged. "You don't treat me like anyone else does, and it's...it's new to me."

It's true. He doesn't dote on her like Nate, and he doesn't judge her like Dan. He isn't misleading and confusing like Aaron, and he isn't a flat-out liar like Gabriel. He just lets her be her, and it's refreshing, and she likes it. It doesn't matter what she's done in her past or how confused she is, he just lets her be whatever she needs to be, and what she's come to realize is that he likes her that way. She's not perfect, and he doesn't expect her to be, and he's not blind to it. She honestly doesn't think anyone else has ever felt that way about her.

"Okay," he says.

"I just don't know what to do," she says, closing her eyes in hopes of stopping herself from tearing up. "I just know that maybe...maybe I keep running away from you because...you let me or something."

"I let you," he states skeptically.

She grins and looks at him seductively through her eyelashes. "You always fall asleep."

It's not really a joke, but he laughs anyway, and it makes her laugh, too.

"You tire me out," he tells her, and she shakes her head. "Though waking up alone in the forest was a bit strange."

"Sorry about that," she says, scrunching her nose a little bit.

"Are you?"

She sighs and shakes her head as she looks down at their hands, hers still encased in his, and she can't be anything but honest with him. "Maybe?" she whispers. "I don't know. I don't know how to do this with you."

"Do what?" he asks in confusion.

"This," she says. She strokes his thumb with hers, and that simple, subtle gesture seems to get her point across. "I'm scared."

"What are you scared of?"

"I don't...I have this history with guys that's so...messed up, and then you're here and I don't..." She stops talking and takes a deep breath, and he leans over and kisses her, and she doesn't know why. She kisses him back, and it's one of those kisses. When she pulls away, he's looking at her with blue eyes and pure adoration, and she rests her head against his. "That's what I mean."

"You're not exactly being clear," he says gently.

"You're distracting me." He laughs softly, and she takes his face in her hands and kisses him gently. "I mean we're...me and you...we're so...you're not supposed to be this genuine, and I'm not supposed to keep coming back to you."

She's afraid she's not making any sense at all, but he nods like he understands. "So why do you?" he asks. There's a vulnerability in his tone, and she thinks that's exactly the reason. She's almost certain that he's never used that tone before. Not ever. Her heart races at the thought.

"I don't know," she admits. "Maybe because you're being so genuine."

"Maybe I'm being genuine because you keep coming back," he says.

He's smiling just a little bit, and she thinks they've just answered most of the questions she had about them. He treats her differently because she treats him differently. She's not clingy, but she can't stay away. He doesn't treat her like a single-serving of anything because she's legitimately not. Since they first time they met, they seem to keep coming together, and maybe that means a hell of a lot more than anyone would think, based on their personalities and track records alone. She's always been a bit flaky, and he's always been non-committal. But every time she runs, he's waiting for her when the time comes that they meet again.

There's a huge part of him that hates every guy that came before him. She's been misled and lied to and made to believe that honesty isn't common. Of all the schemes he's pulled off and all the lies he's told, he's never, not once, been able to lie to this girl. He knows he could find more words to affirm what he said the other day when she had tears in her eyes and he wanted so badly to prove to her that even if her father doesn't care, there's someone who does. He knows she doesn't really need that.

And she's reluctant to believe him because she knows his reputation. Or at least she's heard stories, and the things he's told her about himself (after all, they spent a month alone together) haven't exactly left her convinced that he's perfect. She doesn't want perfect, never has, and she thinks that maybe they're both imperfect enough that that's why they work. Or they could work. And she really doesn't know why she's questioning his words, because of all the people she's got in her life, he's the one who, recently anyway, has been so brutally honest. He's been the one saying out loud the realities she didn't want to face. For some reason, she doesn't want to let herself be with him. Maybe she just needs confirmation that it's okay if she wants him, that he's a decent guy.

He's always been decent to her.

"Did you mean it?" she asks. "What you said?"

"Yes," he says, locking eyes with her.

"Really?"

"Yes."

"Because I..."

"Yes," he insists firmly, cutting her off. "I meant it then, and I still mean it now. Why do you think I'm still in New York, Serena? I could go anywhere." He reaches out and places his hand on her neck, rubbing the space just below her ear with his thumb. "I'm here because you're here."

She doesn't know what to say. It's becoming a habit with Carter. He'll say something so insanely sweet and perfect, and she'll be speechless, and she'll just kiss him because that probably says what she's feeling more clearly than her words would.

He isn't surprised at all when she presses her lips to his, and he certainly doesn't complain about it. The reality of it is that he actually misses her when they're not together, though he's not ready to admit that to her or anyone else yet. He thinks she probably knows anyway. Given the fact that she came to see him and initiated this conversation, and the way she's already unbuttoning his shirt, he thinks that she probably misses him when they're not together, too.

It's not until he has her shirt off and she has his off, and they're each reaching for the others' zippers that he feels the need to say something.

"Will you stay?" He's trying to make it sound like he's joking, but they both know that he's not really.

She smiles and pulls him into a kiss that has him resting more of his weight on top of her. "You're staying for me," she says.

He nods his head just subtly and smiles, and he just looks at her for a moment before he kisses her, and she's absolutely positive now that that look (soft blue eyes searching her, appreciating her) is something that's exclusive to the two of them and moments like this and everything between them. Everything. The idea of that doesn't scare her nearly as much as maybe it should. Because what she knows now is that this isn't an accident. He's here for her, and she wants to be here with him. She thinks that maybe she doesn't want him to leave New York, not yet and maybe not ever without her. It's big and it's heavy and she definitely shouldn't be thinking about it when he's slipping his hand into her jeans.

She says his name, and God, does he love the way she says it. It's a whisper, a plea, and he's not the kind of guy who takes note of things like that, but he takes note of everything with her. Perhaps the thing he's realized most in the past few months, is that he wants to take note of everything about her.

Afterward, she's laying naked in expensive hotel sheets and she realizes the sun isn't even down yet, but it doesn't matter. They don't ever do anything the 'normal' way anyway. He kisses her bare shoulder and she's finds herself smiling. She can tell he's falling asleep, and she resists the urge to laugh to wake him up again. But he doesn't need to wake up.

This time, for the first time, he falls asleep with his arms securely around her, as though that'll keep her from leaving.

This time, for the first time, she has no intentions of going anywhere at all.

-Fin-