Kurt was exhausted; he was spaced out in his own world. Then, he hears his name being called but it sounded distant, until it got louder.

"Kurt? Kurt? Kurt!" Kurt thought to himself "I know that voice, its sounds like Blaine. Wait wasn't I with Blaine?" Suddenly Kurt snaps back to reality and sees Blaine waving his hand in front of his face. Blaine had a worried look plastered on his face still calling Kurt's name. "Kurt? Kurt? Kurt!"

"Huh, what?" Kurt finally responded. Blaine relaxed a bit at the sound of Kurt's voice but was still very worried.

"Babe, are you alright?" Blaine asked taking Kurt's face in his hands and making Kurt look at him with his large blue eyes.

Kurt looked at Blaine's face for a second before stammering out "Yeah Blaine I'm fine, I just spaced out a little. You know me," Kurt weakly laughed but Blaine wasn't convinced.

"Kurt Elizabeth Hummel! Don't lie to me!" Blaine said, authority causing Kurt to shrink back a bit at the sheer loudness of it.

"Well…" Kurt started but was cut off by Blaine's thumb gently massaging the side of Kurt's head where Blaine's hands still cupped Kurt's face. Kurt leaned his head back and let Blaine rub circles on the side of his temples for a minute.

Blaine spoke up in a softer voice than before, "What is it? You can tell me anything Kurt. Honey, you look a little pale. Are you getting sick?" Blaine moved his one hand to Kurt's forehead but still cupping Kurt's face with the other hand. "Hmmm. You do feel warm, aw my little Kurtie. Why did you tell me you didn't feel well?" Blaine said pulling Kurt into his chest.

"I … didn't sleep last night… at all." Kurt mumbled into Blaine's chest.

Blaine pulled Kurt away from his chest, his voice dripping with disappointment as he asked "Wait, you never went to bed?" It broke Kurt's heart to hear that, he hated to let Blaine down.

"Yeah," Kurt answered sheepishly "I just had a lot of work last night, after I got off the phone with you, and it was all due today and I had to get it done and it took me all night long. By the time I was done it was time to get up for school and start my skin care regiment." Kurt avoided looking Blaine in the eyes as he spoke.

"Why would you do that to yourself? You haven't slept in 24 hours and then you went to school all day. And Glee club, Kurt." Kurt nervously played with his hands

"I'm sorry Blaine. I…." Blaine cut Kurt off by pulling Kurt into his chest again.

"Aww Kurt I'm not mad at you. Don't be upset and apologize. I'm just worried about you; I hate to see you not feel well. Why didn't you just go to sleep when we got home?" Blaine asked looking at the clocking see they arrived home over and hour ago, an hour that Kurt could have been asleep.

"Well you were here and I didn't want you to leave…." Kurt mumbled into Blaine's warm chest as he snuggled in closer.

"Baby, you don't have to worry about me, I'm not going anywhere." Blaine said wrapping his arms tighter around Kurt. "Come on, let's get you in bed." Blaine stood up, pulling Kurt with him and then taking Kurt's hand to lead him to the bedroom but Kurt didn't move. "Babe what's the matter?" Blaine asked worried, than he looked into Kurt eyes and knew the answer. "Kurt, baby I'm not going anywhere I'll be right here, I won't leave you, I promise." Blaine planted a kiss on Kurt's forehead and he led Kurt into his bedroom. Blaine pulled the covers down for Kurt to get under and Kurt did, glad he had taken off his shoes when he got home so he didn't have to do it now. He wanted to change into sweats he normally sleeps in that he stole from Blaine, and smelled like Blaine, but he was too tired to get up. Blaine pulled the covers up to Kurt's chin and tucked them in around Kurt and leaned down to kiss Kurt's forehead. Than Blaine went around to the other side of the bed and took off his shoes and climbed under the covers next to Kurt. Blaine wrapped his arms around Kurt and pulled him into his chest, Kurt snuggled into Blaine with his head rested on Blaine chest and sighed contently. Blaine ran his hand through Kurt's hair that if Kurt wouldn't have been so drained, he would have yelled at Blaine for messing it up but I was so relaxing. "I love you, Kurt" Blaine said burying his face in Kurt's hair and breathing in the smell of Kurt.

"Love… you… I…. Blaine," barley awake, Kurt mumbled. Blaine chuckled at Kurt very tired attempt to say 'I love you, Blaine.'

"I get it Babe, it's okay. Go ahead and go to sleep." Kurt was asleep before Blaine finished his sentence. Blaine laid there and rubbed Kurt's back as he slept in his arms. To Blaine, he was so cute when he slept, he looked so tiny.

A couple hours later Finn came home. "Kurt!" he called loudly bounding up the stairs after tossing his bag in a chair "Kurt! Hey KURT!" Blaine quickly got up and ran to the hallway and ran into Finn as he was quietly pulling the door shut.

"Shhhh, Finn. Kurt's asleep." Finn glanced at the clock on the hall table.

"It's only 6:30, is he sick or something?" Finn asked becoming a little worried.

"No" Blaine answered, "He pulled an all-nighter last night and could barely function so I put him to bed. He's been asleep for about an hour now." Finn rubbed the back of his neck.

"Damn that's rough," he finally said. Blaine looked up from where his hand rested on the doorknob of Kurt's room.

"Burt and Carole aren't coming home tonight; I was planning to make dinner for us….." Blaine started but was cut off by Finn rising his hand up like a stop sign.

"I was planning on having dinner with Rachel, I Just wanted to come back to drop off my things and change." Blaine looked at Finn for a moment before telling Finn bye and retreating back to Kurt's room where he was still sound asleep. Blaine grabbed his laptop out of his shoulder bag that lay on the floor where he left it when he and Kurt came home.

Walking over to the bed to check on Kurt, Blaine leaned over his sleeping body and he pushed his bangs back from his perfect face and Blaine ran his hand down Kurt's cheek noting he was very warm. He sat down on the couch in Kurt's room facing the bed where Kurt was still fast asleep wrapped up in his sheets on his side and started the English paper he had due on Monday. An hour or so later, Blaine was finishing up his paper when he heard Kurt starting to stir. Blaine put his laptop down and went over to Kurt still curled up on the bed. He pushed back Kurt's bangs which were stuck to his forehead with sweat. Kurt's eyes slowly opened

"Hey, love" Blaine whispered softly, Kurt smiled up at him weakly.

"Hi, Blaine. What time is it?"

"It's almost eight o'clock. How do you feel love?" Blaine asked moving his hand to Kurt's cheek; he could tell Kurt was still tired and not ready to get up yet.

"I'm thirsty" Kurt answered.

"Sure love. Hang on a sec." Blaine said quickly rushing down stairs for a bottle of water and brings it back up for Kurt who had pushed himself up on his elbows. Blaine untwisted the cap off and handed it to Kurt took the bottle and quickly drained it completely in one swallow. Blaine pulled the bottle away from Kurt's lips. "Whoa babe, slow down you're going to make yourself sick." Blaine put the empty bottle on the night stand and turned back to Kurt who lay back down on the pillow. "You alright love? How are you feeling now?" Blaine questioned Kurt as he fixed his blankets "Do you have a headache? You want some Advil? Do you want something to eat? I could bring you something." Kurt shook his head no at Blaine's questions.

"Blaine?"

"Yeah, honey?"

"Could you lay with me? I'm cold."

"Of course" Blaine grabbed the extra blanket off the back of the couch and laid it over Kurt before going over to the other side of the bed and climbing in. He grabbed Kurt and pulled him over to him, Kurt flipped onto his side next to Blaine. Blaine wrapped his arms around Kurt's waist and pulled him into his chest. Kurt clutched at Blaine's Dalton hoodie and laid his head on Blaine's chest. "Go ahead back to sleep, Kurt." Blaine said softly and tightened his arm around Kurt so he knew he'd be there. Kurt quickly fell asleep.

Earlier the next morning Kurt woke up and began to panic. "Oh my god! Oh my god!" Kurt bolted up in bed squealed quickly looking around the room. Blaine rushed over from the mirror where he was fixing his hair.

"Baby!" Blaine called but Kurt was too busy frantically searching around for something. Blaine grabbed Kurt's shoulders and made Kurt look at him, "Kurt! Kurt! Calm down! What's wrong?" Kurt looked at him with big eyes.

"Oh my god what time is it? I'm late!" Kurt said fanatically trying to get up but Blaine held him down by his shoulders.

"Kurt, calm down, it's six in the morning what could you possibly be late for at six in the morning on a Saturday?"

"What?" The confused boy asked and stopped trashing around.

"Yeah its only 6:30, it's okay, I don't think you late for anything at 6:30 in the morning. It's alright, relax." Kurt sighed and put his head in his hands; Blaine sat down on the bed and started rubbing Kurt's back. "What's the matter, love? Are you alright?" Kurt sighed again rubbing his face in his hands.

"I'm fine, just disoriented. I'm supposed to meet Rachel today to go over music for our glee assignment and I thought I slept through it. Rachel would have been furious with me. It is really only six in the morning?" Kurt asked confused.

"Yeah, hun, look," Blaine say grabbing Kurt's iPhone off the table and unlocking it show a picture of him and Kurt with the time appearing above it and handing it to Kurt. "See, 6:37 a.m." Kurt looked at the phone for a second before he noticed he had plenty of missed text messages from last night, most from the glee club members wondering if he was alright. Damn, Finn must have told them he was asleep at 5 in the afternoon. He opened the first one to see it was from Mercedes from around 4 o'clock asking if he thought neon pink was her color or baby pink. He started to reply when Blaine took the phone out of his hands.

"Hey!" Kurt protested sinking back down on his pillow.

"None of that babe, come on you can worry about that later when you not as disorientated, staring at that little screen isn't going to help you any. I can see you're still not completely caught up on sleep anyway." Blaine said pushing Kurt's bangs back while Kurt tried to stifle a yawn and slipped Kurt's iPhone in his pocket. "Beside Mercedes isn't awake right now anyways; you shouldn't be either. Alright?" Kurt wanted to protest but another yawn stopped him mid word and Blaine laughed.

"I can't go back to sleep Blaine, I have to meet Rachel at nine and you know how punctual she is, one minute late and I'll have a Broadway bitch fest on my hands, who knows how long I'll sleep if I go back to bed and I have to get ready." Kurt said starting to get up but Blaine wouldn't let him.

"Finn told Rachel you weren't feeling too great and she said you can meet another day and to let you sleep." Kurt decided he was to tired to convince Blaine he was wrong, already knowing he'd lose that fight.

"Fine," Kurt mumbled into his pillow. "You know it's a good thing you're cute and I'm tired." Blaine chuckled. "Blaine?" Kurt asked sleepily.

"Yeah?"

"I'm sorry I'm sleeping so much, but please don't leave me, I'll make it up to you I'll…." Blaine put his finger to Kurt's lips.

"Baby, you don't have anything to be sorry about and nothing to make up to me; I will always take care of you. I would never leave you for being tired. I'll be right here when you get up," Blaine said, softly rubbing Kurt's back as he started to fall asleep. He felt Blaine's strong hand making circles on his back over his shirt, he loved it.

"Don't stop doing that," he mumbled into the pillow.

"Whatever you want, love," Blaine answered before Kurt fell asleep.

Later that morning, Kurt awoke lying next to Blaine on the bed who was still rubbing slow circles into his back just as he was when Kurt fell asleep. Kurt moaned and rolled over into Blaine arms attaching himself to Blaine's shirt.

"Well looks like someone is awake," Blaine said stroking Kurt's hair.

"Hi" Kurt mumbled still buried in Blaine's chest.

"Hey. So you must be hungry. Let's get something to eat" Blaine said, Kurt rolled over onto his back.

"Blaine I'm not hungry."

"Kurt, come on, you haven't eaten anything since lunch yesterday, and you barley ate anything then, and you slept through dinner last night, you have to be starving. Eat a little for me, please?" Kurt nodded and Blaine went downstairs to go make breakfast for the two of them. Kurt looked at the clock. It was 9:45. He sighed feeling queasy even though Blaine was right, he'd barley eaten enough in the past 24 hours to throw up. Still, Kurt didn't feel up to eating but he try for Blaine. Kurt showered and changed into a ribbed, thick strapped tank top with an oversized off the shoulder shirt on top and his booty camp work out pants, and was coming down the stairs into the kitchen twenty minutes later. He hadn't bothered to do his hair; he didn't feel up to it, which he didn't understand because if he counted it right, he had slept for seventeen hours and shouldn't be tired.

"Sit down, Kurt." Blaine motioned to the kitchen table. Kurt sat and Blaine set a glass of water in front of him and a plate of food. Kurt grabbed the water and quickly drained it and wordlessly handed it back to Blaine, who refilled it and gave it back to Kurt who quickly drank half of it. Blaine sat on the other side of the table and started eating. Kurt just stared at his food, pushing it around on his plate. Blaine noticed.

"Come on Kurt you have to eat something. You haven't eaten since yesterday and that was early. You have to be hungry." Blaine said, about to continue lecturing Kurt but Kurt's face made him stop. He was pale and frowning.

"I'm not hungry Blaine." He whispered quietly.

"Kurt, Babe, come here." Blaine said, opening his arms. Kurt got up and walked into Blaine's embrace, and then he pulled Kurt down onto his lap. "What's the matter love? You don't feel good?" Blaine asked, rubbing Kurt's back as he sat on Blaine's lap. Kurt's arms wrapped around Blaine's neck, his face buried in the crook of Blaine's neck, breathing slowly. Blaine felt Kurt nod 'yes' into his shoulder.

Blaine sighed; he was afraid this would happen. Kurt made himself sick by pushing himself too hard. Blaine was also surprised this didn't happen more often because Kurt always pushed himself way over his limits, this all-nighter must have been the last straw.

"Alright Love, let's do this. You don't have to eat now, but you're not going anywhere today. You have to rest, so how about we go watch a movie and if you get hungry please tell me." Blaine then pulled Kurt from his chest and looked him in his eyes. "Alright, love?" Kurt nodded. Kurt had no problem with that and he couldn't resist Blaine's eyes. Blaine shifted under Kurt but Kurt made no move to get up as he nuzzled his face deeper into the crook of Blaine's neck. "Kurt?" Blaine asked. "Wouldn't you rather go sit on the couch or in bed? It's more comfortable." Kurt tightened his arms around the back of Blaine's neck, clutching the neck of Blaine's shirt tightly and shaking his head 'no' into Blaine's neck.

Blaine sighed but leaned back in his chair and continued to rub Kurt's back. Blaine could feel Kurt's warm breathing on his neck and Kurt's tight grasp on his shirt. Kurt breathed in Blaine's intoxicating scent as he shifted his head to lie in the crook of Blaine's neck. Blaine's hands rubbed large, slow circles on Kurt's back as his other arm was holding Kurt close to his chest. After a while, Blaine felt Kurt breathing slow against his neck and he stopped shifting around so much. Blaine looked down at Kurt and realized he was asleep. He chuckled and the vibrations of his chest made Kurt drag his head against Blaine's shoulders and rest it back again with a sleepy mumble, still asleep. Blaine picked Kurt up, cradling him against his chest and carried him to the couch, covering him with a blanket. Kurt shifted a little in his asleep before stilling again and resuming his lite breathing. Blaine watched Kurt for a few minutes before going back in the kitchen to clean up.

While washing the dishes Blaine hears 'Teenage Dream' from upstairs in Kurt's room.

"Shoot!" Blaine says rushing up the stairs before the ringtone on Kurt's phone woke him up. Blaine snatched Kurt's phone off his nightstand and answered it.

"Hello?"

"Kurt? Wow you must be really sick because you don't sound good at all!" Blaine sighed at the voice on the other side of the phone.

"It's me Rachel, Kurt's asleep."

"Oh! Hi, Blaine. I just wanted to call and see how Kurt felt." Rachel said quickly.

"Hey. He's been running himself ragged lately and I think it just caught up with him. He's exhausted and it's making him a little sick, but I'm sure after he gets some rest he'll be fine. He fell asleep at five last night and didn't get up 'til almost ten this morning but he fell asleep again, during breakfast and that was about 20 minutes ago. He's asleep on the couch now. He was barley up an hour and he didn't eat anything. I'm a little worried all he had since lunch yesterday was water, but he was too tired to eat. I'll have to try again when he wakes up; he has to eat something. It's almost been 24 hours since he's had any food." Blaine said worriedly.

"Aww, poor Kurt. I told you to keep a better eye on him!" Blaine then heard a loud smack and a groan in the background that unmistakably belonged to Finn and then Rachel started to speak again. "I hope he feels better when he gets up, he needed a break. Let us know if there anything he needs and we'll get it for you. Okay?"

"Me too, Rachel, thanks. I'll let you know, but now I think we're good."

"You're a great boyfriend Blaine; you two really deserve each other."

"Well I don't know if I deserve someone as wonderful as Kurt, but thanks Rachel." They said their goodbyes and hung up. From downstairs Blaine heard a loud thudding sound and then running followed by a slam and some retching sounds.

"Kurt?" Blaine called racing down the stairs to find Kurt missing from the couch. He rushed down the hall way to the retching noise and came to closed bathroom door. He didn't bother knocking or calling Kurt's name again. Blaine entered the bathroom to find Kurt kneeling on the floor with his head in the tub throwing up- because he never let his head anywhere near the toilet- what looked like stomach acid and water since he had little solid food to actually throw up.

Blaine rushed over to him and wrapped his arm around Kurt's waist from the back so he wouldn't bump into the tub throwing up and waited while Kurt retched two more times. A couple minute after Kurt's last retch Blaine turned him from the tub to face him.

"You done being sick, babe?" Kurt nodded his face white and sweaty. Blaine grabbed a washcloth from the counter and wet it and then wipes off Kurt's face. Kurt was too tired from throwing up to try to take the washcloth from Blaine saying he could do it himself as he normally would have if he didn't feel so terrible. Then, Blaine turned on the tub to wash Kurt's vomit out while Kurt leaned his forehead against the cool side of the tub, waiting for the pounding inside his head to cease. Blaine knelt down by Kurt slumped over against the tub and ran his knuckles down Kurt's cheek.

"Do you feel better now, Kurt?" Blaine asked sympathetically. Kurt moans in discomfort before rasping out a no. "Aww, my poor Kurt. I'm sorry you don't feel good. You want to go lie down again and I'll get you some water?"

"First I want to brush this awful taste out of my mouth. I feel gross." Kurt answered back picking his head off of the tub and forcing himself up off the floor. Blaine grabbed Kurt's upper arm and helped him up off the floor and over to the sink and stood behind him as Kurt slowly brushed his teeth. "I may be sick but I'm not an invalid Blaine, you don't have to watch me brush my teeth; I'm not going to choke on my toothbrush." Kurt said snappishly, pulling the toothbrush out of his mouth.

Blaine chuckled- even feeling like crap, his boyfriend could be as snarky as any other day- and wrapped one arm around Kurt's waist from the behind him, resting his chin on Kurt's shoulder. Blaine used his other hand to run it up under Kurt's shirt and began lightly rubbing lazy circles on Kurt's stomach. Kurt pushed back into Blaine's chest and let out a sigh as Blaine's hand rubbing his stomach was helping to calm the sick feeling in his gut and the cool and slow moment of Blaine's fingers where soothing on Kurt's overheated skin.

"I love you," Kurt sighed. "Thank you for taking care of me." Blaine smiled and look and Kurt and himself in the mirror.

"Of course Babe, I hate to see you not feel well and I always want to be there when you need someone to talk care of you. You push yourself too hard, you need to take a break and relax. Your perfect and whatever you do or not do for that matter will never change that. I love you, Kurt Hummel." Kurt dropped his toothbrush in the sink and turned his head into Blaine's neck and lightly kissed him there and hummed in contentment. The two just stood there for a moment. Blaine lightly holding Kurt around his waist, rubbing smooth light circles over the smooth skin stretched over Kurt's stomach, holding Kurt's chest to his back. Kurt's head was still buried in Blaine's neck breathing in the scent that isaltogether Blaine.

"Kurt," Blaine whispered. Kurt hummed in response. Blaine stopped rubbing Kurt's stomach and Kurt gave a whine in response to the loss of Blaine's soft touch on his aching stomach. "Kurt, let's go get you in bed before you fall asleep standing up." Blaine unwrapped Kurt from his arms and took Kurt's hand a lead him out of the bathroom and up the stairs to Kurt's room. He thought about taking Kurt back to the couch, but he knew Kurt was just going to go back to sleep and the couch was not as nearly as comfortable as his bed. Once Blaine got Kurt upstairs he lifted up the covers for the taller boy who quickly slid under wordlessly. Blaine tucked the covers around Kurt and started heading down stairs to grab a bucket from the kitchen for it Kurt had to puke again.

"Blaine. " Kurt said breathlessly and half asleep, the sound of Blaine's name made him turn on his heels and go over to Kurt's bed "will you lay with me?" Kurt finished pulling his arms out of the covers reaching for Blaine.

Blaine smiled "Of course, hold on a second." He answered turning and racing down the stairs to retrieve the bucket and taking it back upstairs. He placed the bucket by Kurt's head whose sleepy blue eyes noticeable perked up when Blaine entered the room. Blaine then went around and laid down on the bed, pulling Kurt into his arms. Kurt settle into Blaine's arms and quickly feel asleep as Blaine stayed awake rubbing Kurt's back and planning out the nap scheduled he was putting Kurt on when he got better, the two person nap schedule to be exact. The only way to nap was with Kurt in his arms.