The knock on her door startled her. She knew that Meredith had gone over to Justin's and she hadn't expected anyone else to bother her so she was slow in getting up out of bed to go to the door. She turned down the volume on the television and hiked up her pajama bottoms before she went to open it up.

Billy was the last person she expected to be at her door. He stood there with his bag in his hands and had a horrible look on his face that made her worry instantly about him. "What happened?"

"Lance and I got into a fight."

"Are you serious?" she said.

"Yeah," he sighed, "I don't really want to talk about it right now. I need to calm down a little. I know that Meredith is probably over with Justin so you think I can crash in her bed or something. I mean if you don't feel like it's ok I can get my own room."

"No, no," she said, "Come on in."

Billy came into the room, set down his bag and looked at her, "I'm sorry for waking you up."

"No," she said following him back into the room, "I wasn't asleep at all. I was just watching television."

"Are you going to be up for a while?" he asked.

"Yeah," she said, "For a little bit."

Billy kicked out of his shoes and began to open his bag up from where he set it on the bed. "I'm gonna jump in the shower if that's ok."

Serena moved across the room and went to sit back in bed where she'd been. "Oh yeah," she said, "That's fine."

Billy disappeared into the bathroom with his bag and Serena turned her attention back to the television. She was having a hard time concentrating considering that Billy was naked only a room away from her, but also the fact that he was fighting with Lance worried her. She reached for the phone thinking that she'd call to see if she could get more info out of Lance then stopped. If she hadn't been so pissed at Lance herself she would have called to see what the issue was, but she WAS mad at him and she WASN'T going to get into another fight with him that night.

It wasn't long until Billy returned to the room, now wearing long soccer style nylon shorts and a T-shirt. He looked over at her for a moment before throwing his bag onto the floor and pulling back the top cover then sat down on the bed. "What are you watching?" he asked looking at the television.

It was playing an infomercial that she'd been watching a moment before, something about a set of steak knives or something. "Nothing," she said staring at the television screen as if she was looking through it. She'd been trying to pay attention, but nothing was reaching the depths of her brain. "I stopped watching a while ago." Her posture was totally relaxed, lying back on the pillows, but the expression on her face was strained. She'd seen herself earlier in the mirror across the room and wasn't surprised that he seemed a little concerned.

"But you're still sitting there in front of the television?" he asked.

"Yeah," she said and rubbed her face, the zombie look still on her face. "I can't sleep."

"What's wrong with you?" he asked leaning across to tap her on the leg when her eyes didn't leave the screen.

Finally she turned and looked at him. She felt a little dazed looking at him, but she couldn't help it. Her mind was a million miles away, well actually not a million miles, it was up the hall in Lance's room wondering why he wasn't down there with her instead of Billy.

Billy's arm came across now this time resting on her thigh. "Are you ok?"

Out of the blue said what had been on her mind for a week or so now. She straightened her back and sat up for a moment then sat back with a sigh. "I think I'm gonna quit my job and go home."

Billy's face went pale for a moment, "You are? What are you going to do about Chris and FuMan? What about Lance?"

"I don't need all this drama," she said simply. "I'm ready to go home and be normal again."

"But you're in the middle of that project for Lance and all the stuff for Chris."

Her eyes were emotionless, that calm before the storm kind of a look to them. "I don't care."

Billy moved to her bed, grabbed the remote from her and turned off the television then threw it onto the covers on the other bed leaving them to see only by the light from the bathroom. "What brought this on?" He was sitting next to her legs, not touching her, but he was close enough so that she could feel the heat of his body from the shower radiating onto her body.

"I clearly don't belong here," she said and instantly began to cry, "I mean all I've done since I got here was cause trouble. If it's not with Chris and the crew then it's with Lance and now that is getting the way of your friendship with him."

Billy moved around to sit next to her then pulled her into his arms pausing to wipe her face with his hand. "Serena you need to think about this. I know you like being out here with everyone. You don't want to throw that away just because Lance and I don't see eye to eye on certain things."

"Well what were you fighting about?" she asked.

"You," he said and began to move her so that he could massage her shoulders. "That doesn't mean anything. It'll blow over. It always has in the past. You need to calm down about this. Lance and I have known each other forever and we'll be friends forever. You don't need to stress about that."

Serena automatically moaned out her pleasure of him having his hands on her shoulders when he began to hit spots that she hadn't realized were sore.

"Girl I'm surprised you're not having a heart attack right now. You're too tense." His hands moved over her shoulders and down her arms caressing her skin lightly on the way back up to begin the massage again.

"That feels good," she said softly.

Billy worked on her shoulders for a while then worked on her back then moved her so that she was lying down on her stomach.

"So you and Lance fought about me?" she asked.

"Shh," he said and leaned and kissed her neck from where he'd moved her hair out of the way, "Just relax."

His hands moved over her and the only thing that she could think about was relaxing, that was until his hands began to pull her shirt up out of the way.

"What are you doing?" she asked tensing up when his hand hit her bare flesh.

"Just moving it out of the way," he said leaning over her. He kissed her cheek and sat back up, his hands never breaking their cycle of caresses that spanned across her shoulder blades and moved from her neck to the hem of her pajama bottoms. "If I had some lotion I'd give you a real back rub."

Serena smiled and let out a laugh, "Is that a hint?"

Billy pressed a kiss against her shoulder blade then moved away from her. She felt a little vulnerable lying on the bed half-naked so she rolled over and pulled her shirt off then pulled the sheet over her a little bit. She knew what she wanted from him, but she still wasn't comfortable lying there naked waiting for him.

When he returned she could see the small bottle of hotel brand lotion in his hand. He turned off the light in the bathroom and came across to her. Her eyes were used to the light in the room and when he came to the bed she stayed on her back facing him.

"Billy will you sleep with me tonight?" she asked.

"Sure," he said then put a hand to her side, "Move over."

She didn't budge, "Billy, I didn't mean sleep. I meant will you have sex with me tonight."

The room got very quiet. He didn't look as if he knew how to answer her question from the confused look on his face that was only made to look more eerie by the lights coming from outside the window that were now acting as a night-light for them.

"Billy," she asked into the near darkness.

"Yeah," he said.

"I'm a big goober aren't I?" she said.

"No." He moved next to her on the bed then leaned over her body to put the lotion on the nightstand before moving back to his position next to her, leaving his arm to fall across her stomach. "You're not a goober at all."

When he turned her to face him so that he could kiss her she didn't at all hesitate his advances and soon they were locked in a passionate kiss that lead to other things, including the removal of their clothes and the exploration of each other's bodies.

"I want you so bad," Billy grunted out as he moved over her.

Serena was quiet, only kissing him, for fear that if she began to speak she would cry.

"Can you feel that?" he asked bumping his hips against her showing her how she effected him.

She nodded and kissed him again.

"Serena, what's wrong?" he asked stopping where he was above her.

"Nothing," she croaked out and wiped the tears for her face. "I'm fine."

"Jesus Serena," Billy said sounding as if he was almost shocked and baffled that something could have gone on so long without her saying anything about it. "I'm about to...we're about to...and you're laying here crying. Am I hurting you?"

"No," she said and moved her face so that she was facing the wall and not him.

"Serena look at me," he said seriously backing away from her. He pulled the comforter off the bed and wrapped it around his waist and sat on the bed next to her, moving the sheet to cover her body. "Serena look at me and tell me what's wrong."

"No," she said softly.

"Did I hurt you?" he asked moving her hair off her face. He cupped her cheek and moved her face to face him.

"No," she said stubbornly and moved pulled on the sheet so that she could curl herself into it before moving across the room.


When his phone rang that night he rolled over and grabbed it up.  "Hmmm...Hello?" he asked rubbing his eyes and searching for the clock thinking that it was just early and he needed to get up now.  He found the numbers on the clock staring at him.  It had only been an hour or so, but he'd been in deep sleep so it had caused him to wake up with a headache.

"You need to get over here."

"Who is this?  Billy?  Is that you?"

"Yeah it's me," he said with a sigh and he could hear something strange in the background.  "I'm in Serena's room and she started crying and I don't know why and I don't know how to stop her.  She's in the bathroom right now and I can't get her out of there, but I thought you might be able to."

"What time is it?" Lance asked.

"Late," he said.

"What's going on?" Lance asked.

"I don't know," Billy said, "We were in the middle of--"

"You were having sex with her?" Lance groaned, "Why the hell is that my issue?"

"Look," he said, "She won't stop crying and I don't know how to stop her."

"What'd you do to her?" he asked angrily moving from the bed, pulling on a pair of sweats he'd left at the bottom of the bed.

"Nothing," Billy said, "She just started to cry.  I don't know...she won't talk to me and I'm starting to get worried."

"I'll be down there in a second," he said and took a deep breath.  He put the phone down, grabbed up a t-shirt and threw it over his head then grabbed a sweatshirt and moved out of his room taking his key with him.

When he knocked on the door he found Billy in jeans and no shirt.  He'd turned on the light in the room, but it was clear what was going on there.  The sheets on the bed were messed up and there were clothes on the floor.  "What happened?"

"I don't know," he said, "She's in the bathroom."

Lance ran his hands through his hair and moved to the door, leaning against it before he knocked and spoke to her,  "Serena?  Are you ok in there?"

Her response was crying.

"Serena can I come in?" he asked.


Lance turned and looked at Billy, "Go over to my room and get some sleep.  This is gonna take a while."

"I'll wait."

"No," Lance said firmly, "Go to my room and leave us alone."

Billy nodded and grabbed up his shirt and left.

Lance moved into the bathroom and found her wrapped in a sheet sitting on the toilet with a towel in her hands.  "Are you ok Serena?" he asked staying near the door.

"I need to get dressed," she said not looking at him.

"Fine," he said, "Why don't I stay in here and you get dressed?"

She nodded and moved to get up so he turned away from her and stared at the shower for a moment while she passed.

It only took a little while, but she soon called out to him to the outside room.

When he returned to the other room she was pulling the sheets and the bed back together, sniffing back tears.  He stood there watching her.  She didn't look at him and when she noticed him staring she looked over, tucked her hair behind her ear and finally spoke to him again, "Don't look at me like that."

"What happened?" he asked.

"I'm completely screwed up in the head," she said sounding exhausted. "It's just another one of my talents."

"You're not screwed up in the head," he said.

"Yes I am Lance," she said, "You just don't know.  I was about to--"  She cut off and stared at him.  "I was about to sleep with a man to have a baby.  A man that I don't love to have a kid and I know that it sounds horrible, but I knew what I was doing.  I practically begged him to do it."

"If you knew what you were doing and you wanted to go through with it, what is going on that would cause you to cry and to have Billy call me in the middle of the night?"

"I couldn't go through with it," she said, "I want a kid, but I couldn't go through with tricking someone."

"Why would you have to trick someone?" he asked.

"Lance, it's not like they're lining up at the door."

Lance knew what he had to do.  He was probably crazy for doing it, but it was something that could cure the problem.  "What about me?"

"What about you?" she asked.

"What if I volunteered?" he asked.

"This isn't a game Lance," she said, "I think you need more sleep.  You don't know what you're saying."

"I'm not treating this as a game.  I'm not too tired and I know what I'm saying."

"No Lance," she said, "Don't try to fix this."

"I'm not trying to fix this...well I am, but I want to do this."

"No Lance," she said, "You don't."

"Serena, you're gonna be a great were great with Frankie and Mia and I think you deserve to have what you want."

"I want what I can't have," she said, "I can't have your baby and I can't have any baby."

"Why not?"

"This is ridiculous!" she groaned, "You just kicked out Billy and now you're standing here wanting to have sex with me?"

"I didn't mean right this second," he said, "But sometime--"

"No," she said, "Don't."

"Serena, just think about it," he said, "Ok?"

"You should go back to sleep," she said, "I've already caused enough trouble and we have things to do today."

Lance stared at her for a moment, "You sure?"

"You're talking crazy," she said, "I'm gonna go back to bed."

"What do you want me to tell Billy?" he asked.

"That I'll talk to him in the morning," she said with a sigh.

Lance stayed put not knowing what else to do.  He had to convince her that he was being serious.  He wanted to have a kid with her, not only because he wanted to have a baby with her, but because she really did need to be a mom.  He'd seen it with Frankie and Mia and he thought that she would be the perfect mom.

"Go," she said.

"Just think about it," he said and left the room hoping to get back to sleep.  It was true.  He did have things to do and he needed sleep to do all of them.


Serena didn't want to talk to anyone that weekend and she avoided most people that weekend, chosing to spend her weekend in her room instead of hanging out.  No one seemed to question her until dinner on sunday night when Meredith came into the hotel restaurant and sat down next to her. "Why are you a hermit?" she asked.

"It's a REALLY long story and I'm sure you don't want to hear it."

"I wouldn't have asked unless I wanted to hear it," Meredith said.

"Just leave it alone," Serena sighed and ran her hand over her face.  She put her fork down and put it down on the table next to her plate.  "Please."

"So are you ever going to talk to him again or is it something bigger than that?"

Serena brushed off the strange feeling that settled onto her shoulders. Was she really fighting with him?  They really didn't have anything to fight about.  "Talk to who?"

"Lance," she said with a simple tone to her voice, "I've seen how you've avoided him in the last few days."

"I haven't avoided him," she protested.

"Yeah you have," Meredith said, "And don't think we didn't hear about the whole Billy thing...I mean they were arguing in the hallway."

"They were?" she asked, "I didn't know about that."

"Well whatever it is or was Billy left the hotel the other night and hasn't shown up except to watch the show and to hang out a little while with some of the crew."

She shrugged her shoulders and tried to act non-chalaunt about it all.  She didn't need to be showing too much excitement about it all.  "I hadn't noticed."

"What happened?" Meredith asked.

"It's nothing to worry about," she said, "I just have a lot on my mind.  I just have a big decision to make and I'm not sure that I can make it with everyone around here."

"Take a few days off then," she said, "That always seems to help Justin when he gets stressed out...not that your stress with the tour and his are the same, but the rest could do you some good."

"I've just got to make this decision," she said, "I don't need a vacation to do it...I just need to stop sitting on the fence."

"Whatever, just don't miss out on all the fun while you're on the road."

"I won't," Serena said and moved from the table and went back to her room.

In the elevator she ran into Lance and Wes and while she wanted to talk to him about their conversation the other night she knew that she couldn't.  If a decision was going to be made and she was going to talk to him about it the conversation needed between the two of them and no one else.

"Can I talk to you later?" he asked as he stepped out onto their floor.

"Sure," she said, "I'll be in my room so come on down whenever."

"I just need to make a call or two then I'll come down," he said.

"I'll be there."

It wasn't long before he was at her door.  She hadn't wanted to talk to him, but it wouldn't have been easy to reuse considering that Wes had been standing there before, but now that he was in her room she shut the door and took a breath hoping that this conversation would go quickly.

"I wanted to tell you again that I was serious about my offer the other night."

"I know you were, but I'm not sure you know what that means," she said, "I'm not trying to trap you into something.  I don't think that YOU are the one that should be trying to help me right now considering who you are."

"What does who I am have to do with anything?" he asked angrily.

Serena plopped down on her bed and fell onto her back.  "Lance you're one of the most famous people in the country...I'm not screwing up your life."

"You wouldn't be screwing up my life," he said, "You want to be a mom and I want to be a dad...what's wrong with that?"

"You know that I don't want the father in the life of my kid," she said, "I told you that."

"Don't you think that you should--"

"Lance please don't ask me about this," she said finding herself again fatigued with everything.  She needed to sleep and figure things out, not argue with him over this. "YOU can't be the one to help me with this."

"Why?" he asked.

She sighed and sat up a little to look at him.  "Because I've fallen for you and if we were to have a kid I'd start to think that this was all real and it's not so just leave it alone."

"Why can't it be real?" he asked.

"Because you can't be a dad right now.  You can't--"  She was almost pleading now.  If he didn't ask then it would make it better for her and if the question wasn't asked then she wouldn't have to make a decision and she wouldn't have to move on with things. "I wouldn't want you to be one."

"If you love me then why couldn't I be?" he asked.

"You're talking crazy," she said.

"Why is it crazy?" he asked.

She sighed.  "Because you don't love me."

"Why do you assume that?" he asked.

"Because it's true," she argued.  "Because you feel bad for me.  Everyone feels bad for me.  I'm a charity case like no other.  I'm just--"

"Why is it so crazy  that I might love you?" he asked sitting down next to her.  He put a hand on her leg, but moved it when she looked at him warning him to move.


"Can you start a sentence without using the word because?" he asked with a smile.

"Please don't do this," she said.

"Don't do what?" he asked.  The smile on his face showed that he knew exactly what she was talking about, but he wanted to hear it come from her mouth.

"Don't love me," she pleaded.

"Too late," he said which only sent her mind into overdrive.  If what he'd said just now was true she was in a lot more trouble than she'd thought she would have been in it.

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