Okay so this is totally Chlair! And it takes place after Hi! Society. Roman Holiday never happened. It's AU and Chuck is OC. But I this is my first serious chapter story and I would really appreciate reviews, in fact I won't update until I have a certain amount of reviews, so there. Most of it is flashbacks, so yeah if you don't like that then don't read. Criticism is fine, because I understand that I'm not a good writer, but flamers should just keep their mouths shut because I simply don't want to hear it. Any this story goes out to BRUCAS EQUALS LOVE, and Emmeline Baker. B.E.L.: you are my most faithful reviewer and totally give me the motivation to keep going. You're sweet and dependable and I totally adore you. Emmy: you are like an amazing author and really sweet and I just am thrilled how you give me a shout out each chapter, so yeah!

Once Upon a Time…

Blair sighed, confused. She knew she should be happy, and she was, but for all the wrong reasons. She should be happy that Nate had finally realized how they were perfect for each other and asked her to the dance. But that was just sweet, nice, chummy almost. What was sending her heart fluttering was Chuck. And his reaction to Blair's new dance partner.

"I should've known." Chuck hissed his eyes were filled with rage.

"Should've known what?" Blair played dumb, she always was a fabulous little liar.

"That you would go back to him. You always do." His eyes now held disgust in them. Blair's flashed with wounded pride.

"Excuse me?" her voice was a chilling calm, "And what is that supposed to mean?"

"That you'll be back in his arms by midnight, giving up everything, well I guess you can't give up everything, while he screws tall blonds. So typical really." Chuck's voice is filled with contempt.

"I cannot believe you sometimes. Honestly. Are you seriously that jealous? No need to get so angry Chuck, really. Why would I settle for him when I can have both of you?" Blair's voice betrayed no emotion, coolly veiled with deep meanings. She was testing him, she was always testing him.

"No, I do not play that game Waldrof. You know better than that. And we all know that you can't stray from 'the plan.'" Chuck spat.

"Really? We'll see about that. Well you should be going, I do after all have things to do." Blair waved him off.

"The only thing you'll be doing is me." He growled and pushed her on the bed, with her squealing in delight.

Blair smiled dreamily at the memory, before the smile quickly slid off her face. She was going to be late and that was just so unlike her. Sometimes she wished she could have those dreadful shoes that Dorothy from the Wizard of Oz had, well they wouldn't be that bad if she added more of a platform, made the heel skinnier and a couple inches taller, and make the bow… she was really spending too much time thinking of trivia when she should be at Nate's fitting. Shit, Nate! Blair's heels clacked against the floor fast enough to sound like a pop beat. She rushed out the door to the elevator and out on to the street, her doorman had a cab waiting for her and she hopped in. she felt like she was in a cartoon, where the character goes super fast. Just then her cell rang.

Ring…

Ring…

She quickly flipped it open, "Hello?" she hadn't even bothered to look at the caller id.

"Hey Blair, its Carter," Blair's whole body stiffened.

"What do you want?" Blair tried to keep her voice calm, but venom seeped through.

"My my my, Blair, is that any way to talk to an old friend? And here I thought that you were the one with manners, classy, but apparently not. I forgot my jacket at your house from the Cece's little tea party, when should I come pick it up?" Carter's voice was making her shiver. And not the way Chuck did. This kind made her nauseous, fearful, angry and self despising all at the same time. Chuck's made her giddy, loving, happy and confident.

"In a half hour. After Nate's fitting. You do remember Nate don't you? Your old best friend. Even though you were never the best at anything," she spat out at him.

"Please, you never loved him, still don't," Carter laughed.

"I've got to go," Blair hung up quickly, when she talked to Carter it always felt like she had her face shoved into a million cotton balls, as if she was going to suffocate any moment.

Blair rushed into the house, still on her cell phone, she had left Nate's fitting early. She wasn't paying attention on him anyways, Chuck was sucking it up like a tornado.

"Didn't expect you to be back so soon, but then again you always were early," Blair froze and whipped her head up. Carter was sitting on a chair, his jacket in his hand.

"Good, you got your jacket, bye now," she made a break for the stairs.

"Not so fast Blair," he automatically caught up with her and grabbed her wrist, tightly. Blair could feel the pressure in her bones.

"Ouch, stop it!" Blair yelled, yanking her hand away.

"Hush Blair Bear, I happen to know that it's just me and you," his smile made Blair sick to her stomach, "Mommy is in Paris, Daddy in Rome, Serena in Brooklyn, Nate and Chuck out partying. Honestly this is too good to be true. What perfect timing to relive old times, don't you think Blair?"

"No! This is not like old times! You can't force me to do that anymore! I know better now, you can't trick me anymore!" Blair tried to yank her arm away, but he gripped tighter, "Stop it! You're hurting me, let go!"

"I sent all your maids home, we're all alone. Do remember what we did the last time we were all alone? You played hard to get then too, but you're a little slut, so I knew you wanted it," he whipped Blair across the room, towards the couches. She tripped and fell, Blair quickly reached for her cell. He grabbed it and whipped it across the room. And then kicked Blair in the stomach, "Who the fuck is going to believe you? You're a slut! A worthless slut. You have no other purposes than sex. You should hate yourself, you're so worthless." He ranted. Blair's eyes sprang with tears.

"Nate stop!" Blair shrieked. Slapping his hand away.

"What's wrong Blair?" 15 year old Nate didn't get why his girlfriend shied so far away from sex. Serena never did…

"Just stop, okay? Can't we just hang out?" Blair tried to keep the desperation out of her voice.

"We always just hang out. Do you not like me?" Nate asked.

"No but you obviously don't like me, if all you want from me is sex!" Blair's voice was shrill, Nate now knew that he was playing with fire.

"That's not it Blair…" Nate started out.

"Ugh, he's right, I am worthless besides sex, aren't I Nate?" Blair stormed out. Leaving a shocked Nate laying on her bed.

Blair had made up some lie the next day, and Nate had believed her.

"Please stop, Carter, please," Blair cried. He smirked and pinned her to the coach.

"So now you're begging for it, huh? Little Miss Perfect, begging. I couldn't stop now if I wanted to, and I don't and you don't either," he laughed. It was so hollow. She remembered the necklace that Nate gave her one year, it fell and broke, it was hollow. She hated that necklace.

"Happy anniversary Blair," Nate handed Blair a professionally wrapped box. She giggled in delight.

"Oh Natey, you remembered!" She squealed in pure delight, and surprise.

"Yeah, open it," Nate rushed. Blair quickly tore off the wrapping paper to reveal a Tiffany's box. Her heart began to flutter, did he remember that necklace that she had showed him earlier that week, that she had been hinting about for months? She opened the lid. Inside was not the pearl and diamond necklace she had been hoping for, but instead the necklace that Serena had wanted. It was a gold chain, with gemstone hanging sporadically, with random things in between. Charms, feathers, a pretty rock. It looked like some sort of free spirit necklace. She hated it. Blair wasn't a free spirit. Serena was.

"It's the one Serena wants, and since you two share everything, I figured I was giving her this too," Nate smiled goofily. Blair felt sick with hate, anger and jealously swirling around in her stomachs.

"Thanks Nate, I'll go try it on." She quickly made her way to the bathroom and stood in front of the mirror. She clasped it around her neck. It was so out of place. It clashed with her perfect hair, her formal clothes, even her sophisticated makeup, and she felt so desperately sad. Nate wanted a girl who could wear this and look like it was made for her. He wanted Serena. He always had. And although they'd never done anything, it was simply a matter of time. She headed towards the stall and began to revisit her lunch. The necklace fell onto the floor. The gemstones shattering, they were hollow, just like her. And she sat there and sobbed into the toilet. Her numb fingers automatically dialed a phone number. Chuck was by her side in seconds.

"It's okay Blair," he whispered into her hair, "I told Nate that his dad was looking for him. He's gone. Come on Blair, let's just go have fun. Just you and me." And they did.

"Stop!" Blair suddenly began throwing punches. Her memory of Chuck giving her strength. All her memories of Chuck.

Four year old Blair surveyed the park critically. Serena and Nate were by the sandbox, and Chuck was just walking up with his nanny. She first marched to Chuck, authority pronounced in her step even now.

"Come on Chuck, we're going to play with Serena and Nate," she bossed him. Chuck rolled his eyes.

"Whatever you say Blair," he didn't bother to argue this with her. Pick and choose your battle with Blair wisely. They walked over to the blondes.

"Hello Serena, Nate," Blair smiled.

"Hey Blair, Chuck," Serena smiled.

"Hi guys," Nate smiled innocently.

"Lets do something, I'm bored," Chuck complained, agitated.

"What do you want to do?" Blair turned to him.

"Play on the towers!" Serena exclaimed giddily. Blair gulped nervously. She hated the heights.

"Yeah!Lets go!" Nate agreed happily. Now Blair had to go. She couldn't be shown up by Serena. Chuck studied her face far too critically for a four year old.

"I don't think that's a good idea. It's too boring," Chuck decided.

"Are ya chicken Chuck?" Serena challenged.

"Yeah! Cluck cluck Chuck!" Nate teased.

"Yeah! Cluck cluck Chuck!" Serena and Nate began to taunt.

"Shut up!" Chuck growled, but they wouldn't. Blair's four year old heart began to break for Chuck. He was doing this for her after all.

"Chuck, I'm fine. We can go on the towers," Blair whispered into his ear.

"Are you sure?" he whispered back. She nodded her head. He wasn't convinced but he was really sick of the clucking.

"I'll beat you all to the highest tower." Chuck challenged. Nate's eyes widened. He didn't like that big of heights. Serena got a wicked grin. She loved danger.

"Okay," Serena agreed. Nate, Chuck and Serena tore off for the towers. Blair skipped behind them. She got to the towers and began to climb. It wasn't so bad. After all you just kept going up one at a time. Right hand up, left hand up, right foot up, left foot up. It was a nice pattern. She began to get the hang of things when she heard a shout from the bottom. She made the mistake of looking down and froze. She quickly scanned for Serena, who was much behind the two boys, but it'd be too hard for Blair to catch up to her. And she couldn't ask Serena to come back down for her. She'd tease her for sure. She then looked for Nate. He was much farther than Serena but not even close to Chuck, who was whipping them all. And she wouldn't dare ask Nate to come back down. He'd think she was a baby and would never want to hang out with her again. It was all about pressing him. Chuck was almost to the top, when he looked down to look at Blair. And that's when he seen her. She was rigid with fear. She was too far up to simply jump down, and Chuck knew what Blair knew, the other two wouldn't help her down. He looked up. He only had a little bit more to go, but… he couldn't leave Blair. So he quickly began scaling down the wall.

"What are ya doing?" Nate asked confused.

"I have to pee," Chuck answered, he was always good with quick lies.

"You're gonna lose," Serena taunted.

"I'll win next time," Chuck continued to go down. Blair was shocked. He was going to lose for her. He quickly was by her side and began to whisper into her ear.

"Put one foot down, good job, now grab onto that with you right hand. Good. You're doing great. Now put your foot on that, good. Now step there. Good job." Chuck encouraged her all the way down. And that's when she knew Chuck Bass was and would always be her hero.