A/N: My friend and I were listening to Smother Me by The Used today, and I got the idea to write a fic with the song in it. Definitely go listen to it, before or after you read this. Also, I am really terrible at writing dialogue.

Read, review, and, most importantly, enjoy

Disclaimer: I do not own Glee or The Used, but I still wish that I owned Darren Criss.

Blaine was surprised when Kurt showed up at his dorm in the middle of the night. There the younger boy was, standing there awkwardly, not making eye contact and shuffling his feet.

"Kurt, are you all right?" Blaine said, yawning. "It's, like, two in the morning."

Even in the darkness of the hallway, Blaine could see the bright red blush creeping into Kurt's neck and cheeks.

"Well, uhm..."

"Homesick? Afraid of the dark?"

Kurt shot up, exclaiming, "I am not afraid of the dark!"

"Shh, shh," Blaine hissed playfully, grinning. "You forget there are about twenty other boys trying to sleep up here."

"Sorry," Kurt muttered. Blaine's face fell as he saw that he had upset the younger boy.

"Hey," the senior reached out and put his hand on Kurt's shoulder. "It's okay. C'mon, you can sleep in my room tonight."

Kurt looked up sharply at this, his eyes shining wide in the dark. "Really?"

Blaine laughed and motioned for Kurt to come inside. "Of course. C'mon."

Hesitating for a moment, Kurt crossed the threshold into Blaine's room. He looked around at the walls, clad in posters and Dalton banners, and couldn't help but to smile as he thought about how different Blaine was from him when it came to decorating.

"Well, well," Blaine said softly, coming up behind the younger boy. "Welcome to my humble abode."

Kurt turned to face his mentor, smiling. "It's nice."

Blaine smirked. "I'm glad you think so. May I take your bag, sir?"

"That's madam to you, sir," Kurt corrected, handing Blaine his toiletry bag and sauntering over to the empty bed across from Blaine's.

"Ah, ah, where do you think you're going?"

Kurt looked back. "Uhm, to bed, of course."

Blaine set Kurt's bag on a chair, shaking his head, before he pointed over to his bed. Kurt looked back and forth between the beds, not seeming to get it. The older boy smiled at the younger's innocence, and strode over to where he was standing, taking him by the hand and pulling him over onto the bed. They toppled over together on top of the mattress. Kurt giggled, Blaine grinned, and they ended up in a heap, laying there in each other's arms, laughing.

"So," Blaine whispered when their laughter died down. "Was I right?"

"Hmm?" Kurt murmured, eyes closed.

"About why you came here tonight? Are you homesick?"

Kurt opened his eyes and looked at the boy beside him, and then shrugged. "I dunno. I guess. I mean, I miss my dad. Whenever I get af- I mean, whenever I wouldn't be able to sleep, he'd come into my room and sing lullabies until I closed my eyes."

"Really?" Blaine said, not being able to picture Burt Hummel singing anything, let alone bed time songs.

Kurt laughed a little. "Yeah. He's the best dad ever."

Blaine smiled. "So, you couldn't sleep, that's why you came here?"

"Look, I can leave if you want..."

"No! I didn't mean it like that, Kurt. Not at all. I like having you here. I like being with you all the time."

"Good," Kurt said, snuggled closer into Blaine's chest and tightening his hold on him. "Because you're stuck with me."

Blaine chuckled softly. "I think I could deal with that for a very long time."

He pressed a light kiss to Kurt's forehead and held him closer. They stayed like that for a long time, silent and relaxed, wrapped up warmly in each other's embrace and love.

After a while, Kurt shifted, looking up at the older boy. "Blaine," he whispered. "I can't sleep."

"Would you like me to sing you a lullaby?" He asked, peaking out of the corner of his eye at Kurt, who was blushing again.

"Uhm, that would be nice," said Kurt, obviously embarrassed. "Which one are you gonna sing?"

"One that you probably haven't heard before."

Blaine turned so that he was facing Kurt, his arms still securely wrapped around the smaller boy's body, and began to sing softly to him.

"Let me be the one who calls you baby

All the time

Surely you can take some comfort

Knowing that you're mine

Just hold me tight, lay by my side

And let me be the one who calls you

Baby all the time

"I found my place in the world

Could stare at your face for the rest of my days

"Now I can breathe, turn my insides out

And smother me

Warm and alive I'm all over you

Would you smother me?"

Blaine finished, expecting to see Kurt sleeping beside him, but the younger boy looked more awake than ever.

"Do... do you really mean that?"

"Of course I do," Blaine answered simply, bringing his hand up to stroke Kurt's hair and cheek. "I love you, Kurt."

Kurt could only stare at Blaine, his mouth slightly agape, completely stunned. "I-"

But before he could finish, Blaine moved closer, sealing the small gap between them as he laid a light kiss on Kurt's lips.

"- love you, too," Kurt whispered breathlessly after Blaine had pulled back.

"Good, I'm glad," the senior grinned. "Do you think you can sleep now?"

Kurt smiled and yawned. "Yes. I think I can, thanks to you."

"Okay," Blaine said, pressing one more kiss to Kurt's lips. "Goodnight. Sweet dreams."

"Only if they're about you," Kurt said, trailing off at the end as he closed his eyes and finally dozed off.

Blaine smiled warmly down at the sleeping boy in his arms, before pressing their foreheads together and closing his own eyes.

"We don't have to dream anymore, baby," he whispered into Kurt's ear. "I love you."