A/N: Hello everyone! This was meant to be a Five Things oneshot, but the first thing turned out to be so long that I decided this might work better as a chaptered story. I can't promise regular updates - I'm going back to school tomorrow, and I'll be working hard, but I'll try to get the chapters up soon. So basically, this is going to be what the title says: five times (maybe more) Barney let his guard down or was vulnerable, and then one time Robin did. Later on there may be some spoilers for the seventh season. This chapter has a slight spoiler for seasons one and two.

This is my first How I Met Your Mother fanfiction, so I'd really like some constructive criticism. I'm not sure I really have the characters down yet. Enjoy! :)


It's a little after midnight, and Lily's lying in bed with Marshall when she realizes she's forgotten her purse downstairs. She's not very tired (she really should've had decaf coffee) and MacClaren's will still be open. She really should get her purse – she has a coupon for the cutest pair of shoes and she doesn't want anyone to get it.

Lily elbows Marshall so that he sputters awake. He turns to look at her and mumbles, "What is it, Lilypad?"

"I left my purse at MacClaren's," Lily explains. "I'm going to get it. I'll be back."

Marshall nods. Lily waits for him to wish her luck or something (after all, she has to go all the way downstairs), but within seconds Marshall is snoring again. Lily casts Marshall a fond glance.

"Sweet dreams, baby," she whispers before sliding off the bed. As she heads out the door, she catches a glimpse of Ted sleeping in his room. He had been out trying to pick up girls with his new friend Barney (Lily thought they were friends, but Ted seemed to be more annoyed with Barney than amused most of the time). It must've not gone well if Ted was home by midnightf.

Lily heads downstairs to MacClaren's. The bar is still pretty busy – last call isn't for another hour and a half. Lily catches Carl's eye and he comes over to her.

"What can I get for you, sweetheart?"

"My purse," Lily replies. "I left it here a few hours ago."

Carl nods. "Oh, right, we got that. Gimme a sec –" He walks over to a corner and brings Lily's Coach purse to her. (She got it at a really good sale.)

"Here ya go," Carl says.

"Thanks!" Lily smiles. She peeks into her purse to make sure no one stole her coupon. No, it's still there. Good.

"Want anything else?" Carl asks.

"No thanks. I think I'll be heading off." Carl nods and goes to serve another customer. Lily really is planning to head back home (even though she still isn't that tired), but before she leaves she glances around the bar. And what she sees makes her change her mind about leaving.

Barney is sitting alone at the booth that Lily, Marshall and Ted usually sit at. He's nursing a glass of what is probably scotch (she's never seen him order anything else). His shoulders are slumped and he isn't even looking at any of the hot, desperate girls around him. But most shocking of all is that he isn't wearing a suit. Lily's only known Barney for a few weeks, but she's only ever seen him wear suits. He's quite vocal about his love for them. But tonight, he's wearing a sweatshirt and sweatpants. It makes him look younger and more approachable.

Lily doesn't know Barney very well. She's never really been alone with him. She knows he can be extremely obnoxious. She knows he's a womanizer and is against monogamy. She knows he has some weird obsession with being Ted's best friend. She isn't sure she wants to go over there and talk to him. But it's not about what she wants to do; it's about what she has to do. And when Lily sees the confused little kindergartener trying to eat the lefty scissors… well, she just has to help them out.

Lily resigns herself to a possibly irritating or awkward conversation and heads toward Barney's (their) booth. He looks up listlessly at her approach, eyebrows going up when he registers who it is.

"Lily," Barney says, with almost none of his usual bravado. He sounds completely worn out. "Hi."

"Hey, Barney," Lily responds, sliding in on the opposite side of the booth. "What's up?"

Barney levels a vaguely suspicious stare at her. "Did Ted tell you to check up on me?"

"No," Lily says, puzzled. "Why would he?"

"Yeah, nevermind, that was stupid," Barney mutters, taking a long sip of his scotch. He now looks even more like someone kicked his puppy. "Ted wouldn't care."

Lily stares at him in concern, trying to get him to meet her gaze. He just stares sullenly into his scotch, tugging on the sleeves of his sweatshirt. She didn't realize she would actually miss Barney's over-the-top enthusiasm until it was gone.

"Did you and Ted have a fight?" Lily asks, unconsciously slipping into her kindergarten teacher tone. As strange as it sounds, Barney and a kindergartener have a lot in common. Barney can be very childlike, and right now, he looks like he just needs a hug and then maybe naptime. Hmm, naptime… sounds good. Lily's caffeine rush might be wearing off.

Barney finally glances at Lily, and she's shocked by the despondent look in his blue eyes. "We're not best friends anymore," he says. "We're not even bros anymore. A few hours ago, we went out to score some chicks, and… I thought everything was fine. I was Ted's wingman, and I got 'im three girls' numbers – and they were hot girls! One had boobs so big I was amazed she could stand up straight, but… I don't know, one thing led to another and the point is, Ted doesn't wanna be friends anymore."

Lily doesn't know who to be sympathetic to right now. On one hand, she can definitely understand why Ted would dump Barney. From what she's seen, Barney's needy, annoying, and often selfish. He doesn't seem like the type of person who would be friends with someone like Ted. On the other hand, Lily feels bad for Barney. He looks so sad right now, and it strikes her that maybe he's much more vulnerable than he appears.

Barney sniffs a few times, and Lily wonders if he's going to start crying. Instead, he just takes a deep breath and another long drink of scotch. Lily has a feeling he's well on his way to tipsy – this probably isn't his first glass. After swallowing, Barney continues.

"Ted called me a creep and a loser and said t' stop following him around like a demented puppy. He said if he wanted an annoying dog he woulda bought one." Barney looks at Lily, and she recognizes the telltale redness in his eyes. He's not crying now, but he probably will be soon. "I'm not an annoying dog, am I?"

"No," Lily is quick to reassure him, reaching across the table to squeeze his hand. She's siding with Barney on this issue. Ted didn't have to be so harsh to him.

"You're awesome, remember?" She reminds him.

Barney scoffs, and manages to sound sad while doing it. "'M not awesome enough to hang on to anyone," he mumbles before taking another gulp of his drink.

Lily casts around for a topic to distract him. This downtrodden act is really unusual for him, or at least what she's seen of him these past weeks. Lily never thought she'd think it, but she wants the old, awesome, confident, womanizing Barney Stinson back.

"So, lots of hot girls here tonight, huh?" She chuckles. "Hot guys, too. I wonder what Marshall would say if I got a number from one of them?"

She waits for Barney to make some scathing comment about monogamy and committed relationships, like he's done almost every time he's around Lily or Marshall. But tonight, he just looks sadly at her and sighs.

"'M sure he'd forgive you," Barney says. "He loves you. He'll never ever leave you. You guys're perfect for each other. Don't… tell anyone I said that."

"I won't," Lily says once she gets over the surprise of getting a vote of confidence from Barney of all people. Who knew he's a bit of a closet romantic?

"Thanks," Barney mumbles. He goes to take another sip of his scotch only to find that it's empty. He looks around like he's about to signal for another glass, but then Carl announces that it's last call. Lily's relieved – Barney's had more than enough.

"C'mon, let's go," Lily says, sliding out of the booth. Barney fishes some bills out of his pocket and scrambles to join her, stumbling a little bit when he gets up to stand. He catches himself on the edge of the booth.

"Whoa, guess I had more t' drink than I realized," he mutters, closing his eyes for a moment.

Lily looks at him. He looks like crap. His hair is ruffled and he's spilled some scotch on his sweatshirt. His eyes are still a little reddish around the edges. She feels a strange, almost maternal protective instinct well up inside of her. She doesn't want Barney to be alone tonight. She can just picture him in his large, creepy, unknown apartment or wherever he lives, all alone and probably drinking himself into a stupor. All because of a few stupid, tactless things Ted said.

"Hey," Lily blurts, "do you want to crash at our place tonight?"

Barney opens his eyes and bites his lip. He looks like he's thinking hard. "Isn't that where Ted lives?"

Shoot. She didn't think of that. "Yeah, but he'll be asleep." Please, Ted, do one thing right tonight and be asleep.

Barney hesitates, so Lily adds, "I want you to stay over."

The change in Barney is immediate and telling. His eyes brighten and he stands up straighter, and for the first time all night a smile crosses his lips. "You… you wan' me to stay?"

"Of course!" Lily says, both surprised and saddened by his reaction. God, she wonders, did anyone give him any attention when he was a kid? She thinks, tentatively, that she's starting to figure out Barney Stinson. He's more than an annoying, childish playboy. He's also incredibly insecure and desperate for attention. So desperate that it turns people off… like Ted. She'll need to talk to Ted about Barney.

"I… I like you, Barney," Lily says, and is surprised to find out that she means it. "Ted and Marshall like you too, they just haven't… realized it yet. So I want you to crash at our place, and in the morning you can make up with Ted."

Barney shifts back and forth on his feet. "Ya really think Ted likes me?"

He better. "Yeah, Barney, of course he does."

Barney grins. "He jus' freaked 'cause he couldn't handle my awesome. Makes sense. Okay, I'll stay."

"Great!" Lily says. "Follow me." She makes sure she has a hold of her purse, and then grabs Barney's arm and maneuvers him upstairs, her arm around his waist so he doesn't fall. At one point he tries to cop a feel, but she elbows him away.

"Worth a try," Barney mutters.

Lily just grins. Maybe two hours ago, that would've annoyed and disgusted her to no end. But now, she's just glad that Barney seems to be getting back to normal.

"Hey Lily," Barney whispers as they make their way up the stairs. "Guess what? I wan'ed to be a violinist when I was a kid."

Okay, maybe not completely back to normal. Lily glances at Barney while she fishes for her keys. "You wanted to be a what?"

"Violinist. But sshhh. Don't tell anyone. Issa secret." Barney winks at her. Lily shakes her head. Barney, a violinist? This has been the strangest night.

"I won't tell anyone," she promises. She doesn't even know what she would say about that. She loves sharing secrets, but this one seems incredibly random. She wonders if Barney can still play the violin, or if he ever could. She finds herself hoping that she'll find out some day. She wants Ted to be friends with Barney, both for Barney's sake and her own. Barney as he usually is keeps life exciting. Barney as he is now both intrigues and saddens her. She wants to get to know both Barneys.

Lily opens the door and leads Barney to the couch. Ted is thankfully asleep. Hopefully he won't freak out when he wakes up to find Barney in the apartment. She has a feeling Barney and Ted will make up. As annoying as Barney can be, he's also very charismatic. There's something that draws people to him. And then there's the side of him she's seen tonight. Barney needs people, and honestly, this may seem like she's tooting her own horn, but if Barney's going to fall in with a group of friends, Marshall, Lily, and Ted are probably good choices.

Barney manages to get his shoes off and then flops down on the couch. Lily pulls a blanket over him and Barney blinks sleepily at her. He looks so small that Lily is tempted to give him a teddy bear.

"Thanks, Lil," Barney says. "You're a good friend."

Lily smiles and strokes Barney's hair. It's soft and kind of curly when it's ungelled. "You are too. And Ted will realize that. Sweet dreams," she says.

"Good night," Barney replies. He turns on his side and closes his eyes, and Lily heads back to her bed and Marshall.

In the morning, Barney and Ted make up. Barney stays for years and years and turns out to be one of the best friends Lily, Marshall, or Ted could ever ask for. Lily always remembered the first night she saw the side of Barney without the suits and the overblown awesomeness. And as it turned out, Barney always remembered, too. In San Francisco, when he handed her the plane ticket back to New York, he added, "Now we're even for that night." Lily puzzled over what that meant, but eventually she realized. That night, she helped Barney stay with the people who would become his future best friends. And in San Francisco, Barney helped her get back to her best friends and soulmate.

They were even, all right. Evenly awesome.