A/N: I OWN NOTHING!!

SPOILER ALERT!!

This is supposed to take place in 2x05. If you know about Blair's rant to Chuck about how she hates him and how he has so little friends and even his father disrespects him, well...I don't include that here...it's a little different spin on that conversation, but same situation.

...

The door to Suite 1812 flew open and Chuck, on the couch, raised his eyes to look at the brunette who had just walked in. She slammed the door behind her. "Well...well, if it isn't the dethroned queen we all know and love?" He got up and walked towards her, scotch still in hand. She wouldn't look at him. "How does it feel to have the spotlight snatched up from under you? To have everyone following around that beautiful blonde instead of you in your pathetic attempts at glory?"

She cringed at his words, especially when he said 'beautiful'. Even in her lonely thoughts, she had always thought Chuck was the ONE person to favor Blair in that area. She dropped her purse on the ground, and watched as the contents spilled out.

He looked at her and down at the floor. "Mmmm, kind of like what has happened with your life, huh?"

She was speechless and let out a sigh, hiding the tears that were creeping up behind those doe spheres. He turned away from her and walked towards the bar, setting down his drink. "Would you like something to drink?" he offered, pouring another scotch.

Blair seemed unable to move and eventually found herself sliding down against the wall and allowing her glazed eyes to peer across the suite in every direction except where Chuck was standing. Why had she come? She was just going to get torn apart in every direction. Maybe she needed a reason to run away for good.

"You know, with Serena on top, no one really needs you," he said matter of factly.

Finally, Blair looked up at him and a mixture of hatred and the deepest amount of sorrow shone through. She stood up, almost falling from her heels and stomped over to Chuck. She took his glass, dumped the contents on his shirt and threw it against the wall, not even looking to see how the glass had shattered. She could feel a couple stray pieces gathering around her feet. "Enough!" she whispered harshly.

He didn't move for a second, but then cracked his signature smirk and pulled out another glass from beneath the counter. He went to pour more liquid into it. "If you didn't like that glass, all you had to do was tell me."

Blair scoffed. "Why?" she asked after several long moments. She had settled herself on one of the bar stools.

He looked at her, completely unphased, and sipping away at his alchohol. "I was just looking out for Serena. She has so much potential and she's just squashing it by being under your every ruling word."

"I broke up with Marcus," she said, swishing the liquid around in her glass.

He smiled wildly, having felt even more accomplished.

"Oh, didn't he satis--"

"He was sleeping with Catherine," she snapped, though somehow in a softer tone.

His jaw dropped.

"It turns out she was not only screwing Nate, but her own step son as well," she took a huge swig of her drink and downed it in an instant.

"Blair, I'm sorry," Chuck spoke, refilling Blair's glass.

She scoffed. "Please, you've been waiting for this," she drank some more.

"Blair, I--"

"Don't try it," she cut him off. "Marcus is taken away from me, as is my social status. I have no friends anymore and no life as far as I'm concerned, and here I am crawling back to you, yet AGAIN." She rolled her eyes. "I really need to find a new last resort."

His eyes widened but then he resolved himself.

She looked up at him and then with the most sarcastic gaze imaginable. "Now you can tear apart what's left of me all over again. Aren't you proud?"

He was silent for awhile, trying to find the words to say. He had expected Serena to take everything away from Blair, but not to stop caring completely, which had become SO evident. Also, he wanted her to give up Marcus because she needed Chuck, not because he was screwing his step mother. "Blair," he reached forward and grasped her hand, but she pulled away fiercely.

"Get off of me," she climbed off the barstool. "I think I've decided that I want to leave before you tell me you don't want me again, before you tell me that I could never measure up to Serena, before you--"

"I love you," he said.

Her eyes widened and she scoffed at him. "What?! Don't lie to me!" she hissed. "How can you? After all this time? After what you've done to me!" Tears in her eyes, she headed towards the door. She stopped momentarily. "I'm leaving for France."

His eyes widened in disbelief.

"Congratulations Bass. You have successfully manipulated Serena into being the one thing we all never wanted her to be again. You have torn my life away from me again, and this time there really is no one to keep me from leaving. I'm not wanted here anyways, you said so yourself." The door slammed behind her.

Chuck could NOT believe what had just happened, what he had let happen. He could honestly not remember what he expected to happen from his plots against Blair, but all he could think of now was this is exactly who he didn't want Blair to discover on what would've been their trip to Tuscany. He pushed one of his hands through his hair roughly and messed his locks so they were a complete mess. He had to go after her.

...

He stormed out of the room, down the hall and raced down to the lobby through the stairs, something he NEVER did. He couldn't find her in the lobby...and when he went outside, all he could see were some vacant limos. He heard muffled cries in the darkness, clearer than anything to him amongst the noises of the city. He opened the door to one of the limos and found Blair sprawled out against the back seat. He stepped inside and softly shut the door behind him.

"Get away from me, Bass!" she yelled, getting as far away from his as possible.

"Talk to me," he sighed. He had gotten so serious, but she would not let him in anymore.

"Never," she whimpered. "I'm done talking."

He sighed.

"You know what I hate the most?" she asked, turning to him.

He looked up at her hesitantly.

"I hate what this did to us!" she screeched.

Longing etched across his face.

She sniffled. "I wish you'd never gotten those god-awful butterflies!" she turned away from him again and he could hear her cries escalating. "I should've just put up with Nate. I should've just left to France and never let Serena convince me otherwise. Then, she'd be queen, and let's face it: you would've slept with her by now."

Chuck scoot over and took one of Blair's hands.

"No!" she cried. "Don't touch me!"

He felt so helpless, what could he do?

She cried so openly and so loud and hardly looked at him, but seemed to be in a world of her own. "We were friends, Bass. We were partners in crime. We were great. And now, for all the trouble I put myself through, I canNOT get over you! Yet you are the one person who can possibly hurt me farther than I can bear, who DOES hurt me worse than ever and yet you seem to be the only guy alive to really love me or at least so I thought. God, I hate you!"

He was looking at her so intensely now as she turned to him, crystal tears pouring out of her porcelain face as if there would be no end. He was hesitant, but he leaned forward to wipe the tears out of her eyes. She was so weak and as much as she wanted to stay away, he felt herself collapsing into Chuck's arms. He wrapped himself around her and she dug her nails into the back of his neck and she clung to him for dear life.

"Oh Blair, I'm so sorry..." he said, secretly punishing himself. What a mess he'd made AGAIN.

She cried. "God, don't say that. Just tell me you hate me. Hurt me, I need you to hurt me just a little more. Give me what I need so I can just get the hell out of here and forget about everything we ever were, I ever was. I need to forget. I need to forget," she kept muttering. She was at such a loss for words and could not contain her misery.

He cut her off from her ramblings by laying a soft, tender kiss on her lips. "Shh," he whispered soothingly.

She could not make a sound, but the cries kept pouring out of her transparent eyes. Then, she lunged a kiss on him and they kept kissing. Eventually he moved his mouth down to her neck, where he laid tender kisses. She grabbed onto the edges of his hair and tugged them a little rougly. "I shouldn't do this...I feel like I can't...like I shouldn't let you...I'm letting you get what you want all over again," she cried, adding sounds to the motion again. "but..." she gasped and cried some more, as he laid sweet kisses along the side of her face. "I love you."

He stopped and looked at her. "I..."

"No, don't try it," she said. "Chuck Bass always gets what he wants. Do what you need and be done."

He wiped the tears out of her eyes. "I'll leave if you want me to," he said.

Her eyes screamed 'don't leave', but she only said, "I don't want to be preventing you from your normal routine. I'm sure the hotel maids are dying to--"

He cut her off with another kiss, and she wrapped her arms around him, desperately moaning into his embrace. She cried so hard that night, not knowing what she wanted or where her life was going anymore, but for the moment she had her relief.

She didn't think that night would resolve anything really. There was a lot of heartbreak, a lot of tears, and Blair was sure that by the end of their little rendevou, Chuck would leave her and continue tearing her world apart, with the help of Serena and everyone else around them. He was deceitful and now he knew just how she felt about everything. But something happened in the back of that limo. When they had finished her, he cuddled her, he held her close and for what seemed like eons he just whispered into her ear things of comfort, of reassurance and he never stopped telling her he loved her. She pretended to be asleep, but he knew she was awake from the tear-filled sighs she was giving out. She nuzzled him close and held onto him tightly. When morning approached, she opened her eyes and he was still there, clinging to her fragile body, his hands twisting in her hair. She sighed, the final tears releasing from her system. She tried to move but found herself unable. "I have to go, chuck," she said, unraveling herself from his strong arms.

"Don't go," he said, looking directly at her with nothing else in view.

"There's nothing else for me here," she said, sadly.

"It's not the end," he said. "I'm on your side."

She scoffed. "Not likely, chuck. You've got queen serena now, remember?"

He shook his head. "No, I'm going to fix this."

She looked at him in wonder.

"Just please don't go to France," he said.

She tried to think of something to say, but could find nothing to fully get her out of the situation. She leaned back into Chuck and he sighed in relief. "Maybe I can stay for a little while..." she whispered.

...