His head was f-ing killing him and his father wasn't making it much better.

"Son," Bart said in a low voice, "at least act like you're a gentleman. Don't be so damn condescending."

Chuck just glared and nodded at his father. Could he help it if he was richer than every man in the room save for his father? The jerks didn't want to have anything to do with him anyway. They had done the obligatory greetings with him beforehand and now they were all sitting down to a Thanksgiving feast fit for a king and completely engrossed in conversations amongst themselves. Conversations that Chuck was not included in. Everyone in the room was over fifty! Chuck was so bored and his head just kept pounding harder. To add insult to injury his dad was ordering him to behave as if he were a child.

Speaking of his behavior, his thoughts turned to a familiar face as of late. Blair Waldorf—no matter how much he tried, he couldn't go long without thinking about her. Twice—he had slept with her twice now. Once had been mind blowing enough. The second time wasn't supposed to be as good—it was never as good. And yet, after the second time he had to work over time to keep the flutters at bay. Who would have thought it? He couldn't get enough of Blair Waldorf.

In retrospect, it really shouldn't have surprised him as much as it did. For years he had admired her wit. She was the perfect companion to his scheming. She could manipulate and deceive with the best of them. He had seen her soft side though. At her party her tears killed him—he'd always hated whiny mopey females—but Blair even managed to cry with dignity. He would have done anything for her to make her feel better. And he did—he thought while grinning to himself.

Maybe Blair needed company as badly as he did right now. He couldn't take anymore of this crap and he didn't care what his father said. Happy f-ing Thanksgiving to you daddy! He thought.

Abruptly, he stood up and placed his napkin on the table.

"Excuse me dear friends," he said as gentlemanly as possible, "I regretfully booked myself solid for the evening hours and must be off. Well wishes all around. Good day."

With that, he pushed back from the table and sauntered out the door ignoring his father's look of disapproval. His head was feeling better already.

The elevator doors opened.

"Serena!" Eleanor Waldorf said, smiling in confusion. "I didn't expect to see you back here today. What a wonderful surprise! Come in, come in." Eleanor had been slightly distressed that her daughter had left the table. She didn't want to spend today alone. Maybe Serena could get her to come back downstairs.

"Hello again Eleanor," Serena said, looking around at all the guests. She was surprised when she didn't see Harold Waldorf sitting among them. "I just need to go up and speak to Blair for a moment if that's okay?"

"Yes, by all means. And, please, ask her to return to the table. All this nonsense should be avoided until after the holidays," Eleanor said.


Serena and Eleanor both turned to look at the elevator that had once again opened to reveal a late guest.

"Charles Bass," Eleanor said, "To what do we owe the pleasure?" Eleanor didn't approve of the Bass', but he was Nate's friend—such a wonderful boy—and was always a perfect gentlemen in her presence.

Chuck looked around and didn't see Blair. He looked to Eleanor and smiled charmingly, "Mrs. Waldorf, always a pleasure to see you. I came to see Blair."

Serena's mouth had dropped open when she saw him. Now she recovered. "Chuck!" She exclaimed falsely, walking over to him. "We never get to see you on the holidays. Happy Thanksgiving!" She forced herself to give him a hug. He looked like he swallowed a bug when she approached him. He didn't do hugs.

"You need to leave, now," Serena whispered in his ear before pulling back.

He looked at her perplexed. He knew he wasn't Serena's favorite person, but she was never that rude. That was his job.

"I'll just go up and talk to Blair now Eleanor," Serena turned away from him and looked to the older woman. She quickly walked over to the stairs. With a quick glare at Chuck, she almost sprinted up.

Chuck was curious now. He could be as bad as Gossip Girl sometimes with wanting to know everything. He looked back at Eleanor and asked, "May I?" He swung his arm towards the stairs.

Eleanor nodded. She didn't see the harm in allowing him to follow up the stairs. Serena was there after all. And, after the mess Eleanor had made with Blair over Harold, she probably could use more than one friend right now anyway.

Chuck hurried up the stairs, not wanting to miss whatever Serena was up to. He knew from his previous spy game exactly where Blair's bedroom was. He entered and found Serena standing hesitantly at the bathroom door.

"Where's Blair?" he asked.

Serena turned and looked at him. Her eyes widened with alarm. "Leave Chuck! Now is not the time for your particular brand of annoying."

"Fine, when did you get to be such a little bitch," Chuck turned on his heel and stalked out the door.

Serena turned back to the bathroom door. She didn't care what Chuck said to her, as long as he left. Blair didn't need his crap right now. She knocked on the door, "Hey, it's me." She said before opening the door. She hurried in and pulled the door shut but not all the way.

Chuck walked back into the room when he heard Serena's mumbled words and heard the bathroom door open. He drew closer to the door, listening to their conversation. He was Chuck Bass; it was his right—and privilege—to do whatever he wanted. Even if that meant eavesdropping on his friend and, dare he think it, lover?

"I didn't mean for it to happen," Blair said miserably. What to happen? Chuck thought.

"I didn't see your dad downstairs," Serena said to Blair, comforting her.

"My mom just decides everything. You know? Everything in the world is totally up to her," Blair was clearly upset. Chuck could relate. His dad was nothing but demanding and disapproving. He figured Blair was upset over her parents. He didn't think that was a reason for all the secrecy surrounding Serena's attempt to get rid of him. So what if Blair was upset about her parents? Not really a big deal. He continued to listen.

"I know…Hey, why don't we get out of here," Serena said.

"I'm not going back to that party," Blair was adamant about that.

"I mean out of here out of here…to a place a little more sane," Serena said with a small smile in her voice. She just wanted to help Blair. It didn't matter that they had fought this morning. Blair was still her best friend.

"Any place would qualify," Blair said morosely. She rolled her eyes and gave a small smile.

With that, Serena helped Blair up off the floor. Chuck walked over to the chair at her desk and sat, waiting for them to come out. He had come to the Waldorf's to hang out with Blair so wherever she was going, he was going.

Serena and Blair exit the bathroom with Serena's arm still around her and Blair drying up the rest of her tears with a tissue. When Blair sees him she freezes. Serena stops walking and looks up to see why Blair has stopped.

"Damn it Chuck, I told you to leave," Serena said through clenched teeth.

"And miss out on all the fun?" Chuck snorted. "Your parents are asses. So are mine. Is that really cause for all this blubbering?" He probably sounded like an ass himself but he had to keep up appearances. Neither he nor Blair wanted Nate to find out about their little tryst, which meant no one could find out including Serena. He could hardly act out of character right now, could he?

Blair has never lost her composure in front of anyone except for Serena. The thought that Chuck was seeing her at one of her worst times horrified her. She pushed away from Serena, glared at Chuck, and stalked back into the bathroom. She slammed the door shut and locked it.

"Now look what you've done!" Serena snapped at him. He held his hands up; he still didn't understand what the big deal was about.

"Blair, Blair honey," Serena said trying to keep her voice calm while inside she was so pissed at Chuck, "Blair, open up." She knocked on the door. There was no answer of course.

Turning with a frown, Serena laid into Chuck. "Isn't it enough that you slept with her? Did you have to come here and rub it in her face?" Surprise crept across Chuck's face.

"You know," he said.

"Yes, I know, you creep. The fact that you would take advantage of her should in no way surprise me but it actually does! And now, this?" she motioned towards the door. "She doesn't need this right now. She doesn't need you right now. Get lost."

Chuck was quiet for a moment. "She's not really this upset because of her parents is she?"

"What do you think?" Serena snapped.

"Look, I didn't do anything to her that she didn't want. If she's upset about what we did—," he started.

Serena turned to look at the door just then when she could hear the sound of the toilet flushing. "Blair!" She exclaimed desperately. She knew what that sound meant. She had assumed Blair was done. Chuck being present really must be doing a number on her.

"Shit, Chuck, look what you've done!" she said to him in a harsh whisper before resuming her knocking on the door.

"What did I do?" Why the hell was a toilet flushing making Serena upset. So Blair had to piss…speaking of, he should find a bathroom soon too.

They heard the faucet turn on and off. "Blair, Chuck is leaving now. Aren't you Chuck?" Serena glared at him.

At this point, he's starting to get concerned too, just another one of those foreign feelings he's been overcome with since his world was rocked in the backseat of his limo. "No," he whispered back to her. No way was he leaving now. If Blair was upset about sleeping with him, he wasn't leaving until he'd spoken to her.

"Yeah, see, he's exiting the room right now. Can't you hear the footsteps?" Okay, even Chuck was about to laugh at how ridiculous Serena sounded, especially since he hadn't moved a step.

"Come on Blair, open the door," Serena turned and leaned against the door, sighing. She didn't know what she should do now.

She and Chuck both looked up and Serena sprang forward when they heard the lock click on the door. Blair opened the door calmly and walked into the room the epitome of grace and decorum.

She looked from one to the other before she looked at Serena and asked, "Could you give us a moment?"

Serena started to say something, but closed her mouth and thought better of it. "I'll be out in the hall," she said before leaving the bedroom and closing the door.

Blair looked at Chuck. "What are you doing here?"

"I wanted to give you the pleasure of my company," he said softly, "But I was hardly prepared for the greeting that awaited me."

Blair walked over to her vanity and began to fix her hair. "Trust me, that wasn't for your benefit." Chuck frowned. He was confused again. If she was upset about sleeping with him, why did she want to talk to him in private? And she was acting just like her usual self. He walked up behind her.

She paused in her ministrations and looked at the reflection of him standing behind her. Her arms dropped to her sides. Their eyes met in the mirror. He reached his right arm around her waist and took hold of her left hand. They continued to stare at each other before he rested his head on her shoulder.

Blair sucked in a breath. This was the second time Chuck had tried to comfort her. It was astonishing what a good job he could do with it. She hesitated before dropping her head back and relaxing into his hold. They stood like that for almost a minute.

"Waldorf," he began.

"Shhh," she turned towards him and put a finger to his lips. They were staring into each other's eyes again, speaking without words. She took her finger from his lips and slowly leaned forward. He let her lead in the kiss, enjoying the taste of her. He reined in his intense feelings and tried for the first time in his life to be as gentle as possible.

When she felt her feelings starting to well, she broke free with a sob that she couldn't quite hide and spun back around to grab her hair brush.

"Blair, you know I don't do tears. They're too humane. What the hell is going on?" Chuck said.

"I'm fine. Serena and I are about to leave, so you came here for nothing. You can walk out with us," she said coolly.

Chuck sighed, "I'm going with you."

Blair looked up into the mirror and found his eyes again, "No."

"Yes," he rolled his eyes. There was no way he wasn't going with her—after that kiss?

"No!" she exclaimed, turning around brandishing the hair brush like a weapon.

With a small smile, he stepped forward and took a hold of the arm holding the brush. He slid his hand down her arm and grabbed a hold of the brush, "Yes," he whispered.

He turned her around and put the brush down on the vanity. "You look perfect Waldorf," making her look at herself in the mirror. "See? No more primping. Let's go."

She nodded.

"Where are we going anyway?" he asked.

"I have no idea," she gave a small laugh.

Serena looked up in relief when the bedroom door finally opened. Blair walked out of the room with Chuck following close behind.

"B?" She asked.

"Let's go Serena. Chuck's coming with us," Blair started walking to the steps.

"You can't be serious. B—," Serena started to explain that Chuck seriously couldn't come with them.

"Go ahead Chuck, we'll be right down," Blair said to Chuck who nodded and went. He had to call the limo around anyway.

"S, Chuck is coming with us," Blair said, her eyes wide and tone demanding.

"Blair…," she looked at her. "You didn't just sleep with him for revenge did you. You came out of that room happy again. He did that, didn't he?" She was amazed.

Blair blushed. "Serena, no one can know about us. Please don't—," Serena interrupted her.

"Of course, B. My lips are sealed. But I really don't think he should come with us…," Serena tried one last time to change Blair's mind.

"Please Serena," her eyes were almost begging. "I don't know why, I just really need him with me right now—and you. I need both of you. Please S?"

She looked on the verge of tears again. Serena took a deep breath and sighed. "Of course." For Blair, she'd do anything—even forget for the moment how truly horrible Chuck Bass could be. Now if only Dan could do the same thing.

"I need to freshen up, I'll be down in a minute," Serena said. She knew she made the right choice when Blair smiled ecstatically and hugged her hard.

"Thank you S," Blair turned and headed for the stairs again.

Please Dan, understand, Serena thought as she took out her phone. She tried calling Dan but there was no answer. She swore.

"He's going to kill me," she sighed before closing her phone and running down the stairs to join up with Blair and, perish the thought, Chuck.

Things were not looking good at the Humphrey house. The parents were arguing while the teens had retreated shell-shocked to their room. Dan's phone ringing had gone unnoticed by the three arguing in the kitchen. Dan had accidentally left it on the counter—and there was no way he was going back out there to retrieve it.

Thus was the situation they walked into when Serena, Blair, and Chuck came in through the loft's front door.

Lily, Alison, and Rufus paused in their fighting to look at them.

"Wow, weird vibe," Serena said, looking at them confused. "Where's Dan?"

"Wait a minute," Chuck said, taking hold of Serena's arm, "Dan? You brought me to the Humphrey house?"

"Uh, yeah. Chuck, this is Alison and Rufus Humphrey, Dan's parents," Serena said. She looked uncomfortable.

Not as uncomfortable as Chuck felt as he gulped and looked at them—trying not to look at Rufus too much. "Alison and Rufus, this is Blair Waldorf and Chuck Bass."

They nodded at Blair and then at Chuck. Chuck started shifting from foot to foot. He had to pee earlier but forgot all about it until right this minute. It seemed appropriate that Jenny's father would scare the piss out of him.

"Wonderful to meet you Mr. and Mrs. Humphrey, Lily," he nodded at his father's ex—or were they back on again? With his father, one would never know.

The adults were too focused on whatever discussion they had walked in on to pay him too much attention. He was relieved—at least they didn't recognize his name in a bad way. Maybe Jenny hadn't said anything to them about the Kiss on the Lips party…where he had, well, kissed her on the lips.

"Dan's in there," Lily said pointing to a door. Chuck really didn't want to go in there just yet. He looked at Blair; she seemed amused. Of course she would think this was funny. He sighed as they began walking to the door.

"Where's the restroom?" he asked Serena.

"Down the hall to the right," Serena said pointing. She was relieved that she would get the chance to calm Dan down before he saw Chuck. She also would rather not walk into Jenny's room with Chuck either. Maybe she could get them all into Dan's room instead.

Chuck began walking in the direction she pointed him to. Blair and Serena entered the room.

"Serena!" Dan said in relief, and noticed Blair, "And…Blair?" He looked inquiring at Serena.

"Yes, explanation to follow, but first…" she looked around the room. "Where's Jenny?"

"Oh, she actually braved going back out there," Dan said looking towards the door.

"Really? That was weird. Why'd she chance it?" Serena asked, settling in on Dan's lap.

"She had to go to the bathroom really bad," Dan said wrapping his arms around Serena's waist.

Serena gasped and stood up super fast, dislodging Dan who looked up at her surprised.

Blair started laughing as Serena ran for the door.

"Oh God, Chuck!" Serena said.

"Wait, Chuck?" Dan asked as he stood up to follow, catching wind that something wasn't right.

"Ahh!" Everyone, even the adults who the teens could now see since the door was open, turned to look in the direction of the bathroom as Jenny let out a piercing scream.

Serena ran down the hall with Dan close on her heels. "Everything's fine," she called to the parents as she raced by. They just looked with their mouths agape before turning back to their argument.

Dan and Serena came to a sudden stop. Chuck was standing back against the wall with his hands up in the air, trying to look as innocent as possible—it wasn't that possible. Meanwhile, Jenny had slammed the door shut again.

"What is going on here?" Dan asked in an angry whisper. He was perplexed and pissed. "What the hell is Chuck Bass doing in my home?"

Serena took a deep breath and grabbed a hold of Dan. "Dan, calm down. Just…," she looked around and saw that Blair had followed them with Eric close behind. "Blair, take Chuck into Dan's room, the one right next to Jenny's." She didn't want Chuck in Jenny's room. "Eric, please close the garage door between the rooms."

Chuck didn't need to be told twice. He went with Blair straight away. Eric, confused out of his mind, nevertheless did as his sister asked.

"Serena…" Dan said, still angry.

"Just, give me a minute, please Dan," Serena said before knocking on the door. "Jenny?" she said hopefully.

The door opened. Jenny stood there looking around. When she didn't see Chuck she looked at Serena and Dan.

"Okay, what just happened?" Jenny asked.

"I'm sorry. I was trying to warn you, Dan, but you never answered your phone," Serena looked at Dan.

"That's because I left it in the kitchen. I still don't understand what he's doing here," Dan really emphasized that word.

"I'm sorry…Blair needed me and she wanted Chuck with her. They are friends. She didn't know where we were going and I didn't have the heart to leave her," Serena explained.

"So why couldn't you have all just stayed wherever there was…in a non-Humphrey home capacity?" Dan asked, not following her thought process.

"Because I wanted to be with you, Dan," Serena said. She looked so miserable about the whole situation.

"Um, excuse me?" Serena and Dan turned to look at Jenny. They almost forgot she was still standing there. "Sorry I screamed. It was just kind of startling to open the door and see Chuck here." Jenny laughed at herself.

Dan looked at her confused, so did Serena.

"You're not upset or scared?" Serena asked.

Jenny rolled her eyes. "Of what? I'm in my home with my very over-protective father and brother. What could be more safe? I was startled, not scared."

Dan looked at her in disbelief, "This doesn't bother you?"

Jenny just laughed again. "I did get Chuck back at the masquerade ball. Kind of hard to be scared of someone once you lock them on a roof in their boxers and wife beater." She giggled.

Serena let out a breath of relief and gave her a hug. Jenny hugged her back and started walking down the hall. "Relax big brother," she called out to Dan. "I told you I can take care of myself."

Dan just shook his head, watching her walk away. He looked at Serena.

"Forgive me?" She asked, hoping.

"Yeah," Dan nodded. She kissed him.

"So…Blair wanted him here? What's up with that?" Dan asked.

Serena just shook her head. "Believe me. You do not want to know."

They walked back down the hall to Dan's room holding hands.

For Chuck, the rest of the afternoon passed in a daze. He had found himself in some very strange situations before, but he would have never thought that he would find himself on Thanksgiving day in the middle of Dan Humphrey's bedroom listening to Dan, Jenny, and Eric tell a fantastic story about Lily and Rufus—what a stupid name.

He wondered if Bart knew that Lily had other options as well. He was sort of relieved about the whole thing. He didn't want Serena for a sister any more than he wanted Lily for a mother. He shuddered, that would just be sick.

The only thing that made this little get-together halfway worth it was Blair…and having a close up look at the infamous Cedric. Really, what grown teen kept a Cabbage Patch anyway? For that matter, who gave a little boy a Cabbage Patch to begin with? Screw sentimentality, just chuck it.

He brought his mind back to the situation at hand when Serena mentioned how hungry she was. So was he. After he had finally been able to relieve himself, he realized how starved he was.

"Well we can't go back out there," Dan said.

"I know, but can't we go somewhere, you know, escape?" Serena asked.

"That's why they call it a fire escape," Dan pointed to his window.

So that's how Chuck found himself crawling out a window for the first time in his life and walking down a rickety set of metal stairs. This Thanksgiving really was one for the books.

They found a little shop around the corner that was actually open and ordered turkey sandwiches and fries. Chuck hadn't eaten this rustic ever. He laughed to himself as he sat his lunch tray down next to Blair's. Serena sat on her other side with Dan across from her and Eric and Jenny across from Chuck and Blair.

They all sat quietly at first, just enjoying their food. Chuck looked over and noticed Serena leaning in to whisper something to Blair while Blair picked at her food.

It sounded like Serena said, "Eat it." But he wasn't sure. He just shrugged it off and went back to his sandwich.

He really didn't have much to say in this group. He was mostly there because Blair was there. He'd never had much use for Eric; and Dan was still eyeballing him every now and again. Jenny just ignored him. So all he had to do was wait this out until he could leave. In the meantime, the soggy nasty fries would have to occupy his time.

They were talking about Lily again. He just smirked when Blair mentioned Lily being satisfied in her youth. From the look of things last week he would say that Lily was still finding ways to be satisfied. He didn't say anything though. He didn't really want to think about his father having sex. That was even sicker than having Serena as a sister.

Speak of the devil; Lily came up to the table. She looked upset. She wouldn't make eye contact with anyone as she shouted for a waitress to get her some fries. She turned back to the table and actually blushed when she saw Chuck looking at her with his silly smirk.

She looked away quickly. Lily didn't want to think about Bart right now. He was as big a disappointment as Rufus was—maybe even worse.

The teens looked around and Dan and Jenny quickly made excuses and left. Chuck looked at Blair, hoping. Blair looked to Serena and gave her a hug. She whispered something to Serena about a doctor but Chuck couldn't make out anything else. Then she stood up and said, "Lets go" to Chuck. He popped up and shook hands with Lily and Eric, nodding towards Serena, before he sprinted off after Blair.

Who said he wasn't a gentleman.

"This brings back memories," Chuck winked at her. She started blushing and Chuck just laughed.

They were sitting in his limo on the way back to the Upper East Side.

"How can you still blush after everything? You know you're not little-miss-innocent anymore," Chuck asked.

"Must we discuss this? Just take me home please," Blair turned her head to look out the window with a huff.

Chuck just watched her. God she's beautiful. He still can't believe how long it took him to realize it. Nate really is a fool. Oh well, his loss.

"So what were you and Serena whispering about before we left? She said something to you when we sat down too," Chuck asked, studying her closely for her reaction.

It was quick in coming. Her head snapped around, her nostrils flared, and her eyes widened in alarm. She quickly composed herself, but not before he saw fear in her eyes.

"What? What's going on Blair?" Chuck asked. Blair turned back away from him. She was silent.

"You know it's only a matter of time before I find out. I know everything," he boasted.

"Chuck…" Blair started.

"Yes?" he asked.

"There are just some things that are none of your business," Blair was stiff and clearly in bitch mode.

"Ach, you know…that's never stopped me before," Chuck said. He was still watching. She looked like she was about to get upset again. He really should stop, but he couldn't stop this stupid concern thing. He felt like aliens had landed in his conscious. So he went on.

"I may be wrong, but I thought I heard you say something about a doctor?" He made it in the form of a question.

She looked down, misery clear on her face. He was going to have to stop questioning her. It was actually starting to hurt him when she looked so damn sad. What the hell was wrong with him? First butterflies now hurt feelings? Give me a break!

"Chuck, just drop it," she said.

"Okay," he uttered.

She looked up and looked at him, "Okay?"

"Yeah, okay." He didn't say anything else, just stared in her eyes.

She was relieved and grateful and couldn't help herself from giving him a small smile.

He watched her mouth lift up at the corners and couldn't stop himself. He leaned forward and kissed her.

The kiss was as passionate as the last time they embraced in this very limo on this very seat. He brought one hand up to caress her back, holding her against him, and the other hand traced her cheek before running through her hair.

He was all of a sudden up for just about anything but then the limo stopped and his driver got out.

He groaned in disappointment when she pulled away.

"I have to go home," she said breathlessly.

"Blair…" he didn't want her to go. He could have the driver circle around the block for hours if need be.

"Chuck…I don't know what's happening between us…but I know I like it," she smiled at him. His stomach started doing somersaults now. "My mom has got to be wondering where I'm at and as much as I'd love to stay here with you—I need to talk to her about what happened earlier."

The driver opened the door for her. They both looked at the opening and she reluctantly started to climb out. He reached up and pulled her back into his arms.

"Chuck," she started to argue with him.

"I don't know what happened earlier, with your mom, with Serena…and I don't need to know," he kissed her fast and hard. "I'll call you later."

She pulled away and started for the door again. This time she stopped and looked back. "Thank you…maybe…one day," she cleared her throat and shook her head before giving him a sexy grin. "Bye Chuck," she was already looking forward to his call.

With that she was out of the limo. The door closed, and he was watching her enter her building.

Amazing, he thought. Who would have ever thought it? Him and Blair Waldorf. He shook his head. He could hardly wait to call her, but knew she needed some time.

In the meantime, he headed back to The Palace. He really didn't want to face his father's disappointment again, but figured it wouldn't bring him down too much. This was definitely a Thanksgiving to remember. How could he ever forget?

The End.