A/N: To begin, I have to let you know that this story contains one pretty big spoiler, so if you abhor spoilers and don't want to read them, then I suggest you click that back button on your browser. Go ahead, I'll wait.


















Ok, so for the rest of you, this came to me after seeing a pic of N/B. Yes, that one. That's the only spoiler in this. Everything else is the product of my own warped mind. I thought about splitting it into two parts because it's pretty long (longest one-shot I've ever written, in fact), but ehhh, too much trouble. Anyway, it's kinda angsty and maybe even slightly melodramatic, buy hey, so are C/B sometimes (most of the time). I had to talk myself off the ledge somehow, and this was the product. I, of course, own none of it.


When it all blows over

Can we start again?

When we've both grown older

Will you love me then?

Say you'll love me then

-"When It All Blows Over" by Echo and The Bunnymen


Chuck Bass returns to St. Jude's, his suspension lifted, in early March, on a day like any other. She doesn't become aware of the fact until the schoolday is halfway over, and she's standing in front of her locker in the girls' hallway, looking for her AP Calculus book for her next class. As she searches, a chill inexplicably passes through her, the little hairs on the nape of her neck standing on end. For a second, she thinks it's just a draft, since the weather's been unseasonably chilly for this time of year. She pulls her uniform jacket tighter around her and slams her locker shut.

When she lifts her eyes, he's standing at the end of the hall, unabashedly staring at her. She's so shocked, she almost drops her book, and the air rushes out her. It feels like someone has kicked her in the stomach.

For a fraction of a second she just stares back at him, trying to decipher the look on his face from twenty feet away. His eyes are shuttered and unreadable, but he's gazing at her as ardently as he always has. She's slightly thrown to be on the receiving end of that piercing dark brown stare again after not being subjected to it for so long, but after a moment she remembers herself, and her eyes freeze over and harden.

She raises her chin and begins to walk purposefully towards him, in the direction of her next class. She's only a couple feet away from him when she hears him call her name, but she just averts her eyes and walks right on past him, because this isn't The Sixth Sense, and she neither sees nor talks to dead people.


She dreams about him for three nights in a row, and it's the same dream every time. They're on a rooftop somewhere, dancing. They never say anything, but there's a genuine smile on his lips and his eyes remain unguarded as he pulls her close. He leans in, and as soon as their mouths meet, she wakes up with a start, and she can still feel his bottom lip.


After the fourth day, she makes her way to Central Park by herself, armed with an entire loaf of bread, because this "Charles Bass Funk," as she has dubbed it, makes her irritable and unsociable. So she sits moodily on one of the benches by the lake and tosses out whole slices to the ducks. It makes her feel slightly better, but it doesn't make her hate Chuck Bass any less.

She's staring forlornly out over the water when she hears someone call her name. She turns and sees the tall blonde figure. There's a thin sheen of sweat on his face and he's dressed in his workout clothes. "Nate," she greets solemnly.

He takes a seat next to her on the bench and looks at her curiously. "What are you doing here so early?" he asks. She lifts the loaf of bread in response and he nods.

"Jogging?" she asks, though she already knows the answer.

"Yea," he replies. "I haven't been out running since my dad went to prison, but I needed to clear my head."

"Any reason in particular?" she asks politely. She's not terribly interested in whatever the answer might be, but he's her friend, even if they haven't really been on each other's radar at all in a while.

He looks away, sighing. "Vanessa and I broke up."

"Oh," she says, genuinely shocked. The last time she had seen them together, the couple looked relatively happy and carefree. "Sorry."

"It's alright," he says.

"Wanna talk about it?" she offers.

He turns to face her, looking at her skeptically. "Not really," he says, shaking his head.

She nods in understanding, then reaches into the bag and pulls out two slices of bread, handing them to him. He tries to wave her away, but she's not having it. "Just do it. You'll feel better, if only just a little."

He takes them and starts ripping them up, tossing them into the lake. She tosses out a few more slices. A minute passes in silence, then he surprises her by asking, "So, are you depressed?"


"Are you depressed?" he pronounces slowly. "I know that you come here when you're feeling sad."

She narrows her eyes at him, scrutinizing him.

"What?" he asks. "I think sometimes you forget that I know you, Blair. I've known you for a long time."

She sighs. "No, I'm not depressed," she explains, emphasizing the last word derisively. "I've just been having this recurring dream. Nightmare," she amends.

"Wanna talk about it?"

She raises her eyebrows and gives her the same doubting look he gave her. "No," she says crisply.

He grins, and she can't help grinning back. "Fair enough," he laughs.

She's not surprised, later that night, when she has the same dream. She is surprised, however, when she finds Nate waiting for her on the same bench the next day. She decides she doesn't mind.


It happens the fifth time they meet at the lake. The day is cold and overcast, but she still shows up with her loaf of bread in a thick coat and a hat to keep her head warm. He's already there, in a coat and scarf, blowing into his hands for warmth.

"Where are you gloves?" she asks, sitting beside him.

"I couldn't find them," he admits.

She just rolls her eyes, and places the bag between them. They're not there for five minutes when snow begins to drift down. "Ugh!" she cries. "It's snowing." She's annoyed because she's actually come to rely on this time that they spend together. It's easy with him because they don't have any expectations.

"Just give it a minute, I'm sure it'll stop soon," he says. But after a minute, the snow begins to fall harder, and she knows they have to cut it short. He stands and rubs his hands furiously and hops on the balls of his feet because he's freezing. She stands too, and giggles at him.

"What are you laughing at?" he asks smiling.

"You, being a dork," she says easily.

He steps in front of her and starts brushing snow off her shoulders. He's got snowflakes on his lashes. "Oh, so I'm a dork now?"

She doesn't answer, futilely trying to brush the rapidly-falling snow from his fringe. "I almost forgot how handsome you are, Archibald," she says, looking up at him with a small smile. It occurs to her that she's said the same thing to him once before. It feels like a lifetime ago.

She opens her mouth to mention it to him, but the words die in her throat because suddenly his hands are on her face and his lips are on hers. Her first instinct is to push him away, but he pulls back before she's able to.

"I miss you, Blair," he says breathily. She says nothing because it seems that her brain has jammed, so she just stands there confused, with a slight crease between her brows and her mouth hanging open stupidly, staring at him. All she's certain of is that his hands are cold and his eyes are so very blue.

His hands are still on either side of her face and a second later he's pulling her toward him again and his mouth is back on hers, a little more insistent this time against her slack lips, and the only thought in her head is that this just doesn't feel right. But then his hands move from her face to wrap around her waist, and she thinks that even though it doesn't feel right, it still feels nice; he feels warm and comfortable and familiar, and it's been so damn long since she's had someone's arms around her like this. So long. She's been craving it so intensely that it almost makes her forget that the arms holding her are not the ones she's been missing. Almost.

She kisses him back anyway.


They decide to keep this thing between them a secret because that's what she wants. It's easier that way, she explains. She doesn't name her reasons, but she's got plenty. Penelope would bitch at her about stealing her crush (though she's sure there's something in the rulebook about not crushing on a friend's ex anyway, but whatever). Serena would question her motives and feelings and ask her where her mind is at. And she doesn't even want to begin to imagine the things Gossip Girl would say about it.

(She tells herself that these are her only reasons.)


After two weeks, he tells her that he wants to take her out on an actual date. Up until this point they've mostly just been hanging out, or getting "reacquainted" as her mother had put it. This mostly consisted of them watching old movies in her penthouse and actually paying attention to them. He would put his arm around her and they would share closed-mouth kisses.

It makes her feel like she's thirteen again. Most days she thinks it's sweet, thinks it's exactly what her battered heart needs. Every once in a while, however, she wonders what it was about this that ever made her swoon over him in the first place, or how they had lasted so long the first time around. She keeps these thoughts to herself.

She agrees to the date, thankful that they're actually going to do something, but tells him that it has to be somewhere that no one in their social circle will see them. So he takes her to an old movie theatre in Brooklyn because it's less likely that Gossip Girl will find them there. She asks him how he found the place, but he doesn't answer and it's then that she realizes that she's not the first girl he's ever been there with. The thought bothers her less than it should.

They're sitting side by side in the darkened theatre watching some limited release when he takes her hand and threads his fingers through hers. She stares at their intertwined hands for several seconds and the words rise unbidden in her mind: Chuck and Blair holding hands. Chuck and Blair going to the movies.

She tries to steady her breath, tries to blink away the tears that are suddenly prickling in her eyes, but her heart clenches painfully, making it hard for her to breathe. She's tried so hard not to let herself think about him, steering her mind to other things when it threatens to go down that road. Being with Nate usually helps, but sitting there while Nate and Blair do the things that Chuck and Blair never could only makes the ache stronger. She excuses herself hastily because she feels the sobs rising in her throat and she doesn't want Nate to see.

She makes her way into the cool spring air trying to get herself under control, but he's right on her heels and he catches up to her before she's had the chance to brush away the tears flowing down her cheeks. "Hey," he says gently. "It's ok."

"I'm sorry," she gasps. "I just can't be in there."

"It's ok," he whispers again. He brings his hands to her face and swipes at the tears staining it with his thumbs. He pulls her into a hug and wraps his arms tightly around her and she feels herself begin to calm down. "I heard it sucked, anyway."

She gives a watery laugh and he presses his lips to hers in response.


She wakes up to a Gossip Girl blast the next morning. There's a picture of her and Nate kissing outside the movie theatre with the headline "Third Time's A Charm?"

She slams her laptop shut and pretends to be deathly ill because she sure as hell isn't going to school today. Dorota eyes her with suspicion, but with a few well-acted sniffles and coughs, she's allowed to stay underneath the covers. She turns the ringer on her phone off and pretends that it's all a bad dream.

When she checks her phone again a couple hours later she has 13 texts (all of which she deletes without reading) and 18 missed calls: five from Penelope, four from Iz, four from Serena, three from Hazel, and two from Nate. She scrolls through them again because even though they haven't spoken in weeks, she's expecting someone else's name to appear on that "Missed Calls" list. He doesn't, but that's fine. It's good, in fact. Because they've got nothing to say to each other, and he definitely has no right to complain over who she dates.

Nate shows up after school and she can tell he's annoyed by the set of his jaw. "Thanks for leaving me to deal with it on my own," he snaps.

"I was sick," she replies dully.

"I'm sure."

"So what happened?" she prompts, sitting on her bed.

"Oh, not much," he says sardonically as he sits next to her. "Just trying to dodge questions from everyone and their mothers is all."

"Who's everyone?" she asks, trying to keep her voice as casual as possible and failing.

He studies her for a beat without saying anything, and she thinks that maybe he reads it on her face because he answers the question she wants to ask but never would. "I talked to Chuck," he says slowly.

Her chest tightens at his name, her pulse quickens. "Oh?" she questions, aiming for disinterest, but the word comes out an octave or two higher than normal, making the question even sharper. It embarrasses her, and she looks away from him to grab her silk wrap. If he notices her discomfort, he doesn't mention it.

"It was…weird, actually." He chuckles and the moment of levity surprises her, so she turns to face him again. His face is still perfectly chiseled and black-eye free, so she assumes there were no fisticuffs. Of course, Nate was always the one to throw punches first. Maybe Chuck was at home right now with an icepack over his own eye. The thought doesn't make her smile likes she thinks it should.

"Chuck's always been weird," she says dismissively.

"Yea, but I've never seen him look so serious."

She rolls her eyes because there's got to be a point to this. "What did he say then?"

He looks her in the eye and gives her a small shrug. "He said he was ok with it, actually." His tone is vaguely incredulous.

"What?" she asks confused. She couldn't have possibly heard him correctly.

"He said we didn't have to worry about him. That he was fine with it. With you and me." He laughs softly and adds, almost as an afterthought, "When he cornered me in the hall, I thought for sure he was about to punch me."

He smiles at her and she returns it, but it feels foreign on her face. She doesn't know what she was expecting, but she knows that it wasn't this. Was she so inconsequential to his life that he could so casually pass her off to his best friend? He had meant everything to her once, still meant more to her than she would ever admit, even to herself. Had she meant so very little? A lump rises in her throat at the thought, and she turns away so Nate won't see the tears in her eyes. She takes a moment, her throat working furiously to choke out words past the lump. "Wow. A blessing," she says tightly. "How gracious of him. Did he say anything else?"

"Not really. He just said that he hoped I could treat you better than he did."

She snorts and her sadness turns to anger in an instant. "That shouldn't be too difficult," she spits venomously. "Stay away from whores and coke, and you'll be fine."

He laughs. "I think I can handle that," he says as he takes her hand and kisses the back of it. "Looks like we've been officially outed."

"Guess so," she says, wishing that the smile on her face didn't feel so forced. She wants to be excited about what's beginning, but she can't stop thinking about what's ending.


As expected, Serena questions her state of mind. Blair tries to explain to her, as if she were talking to a child, that this is just the natural progression of things. After all, she's loved Nate all her life. Sure, she was distracted for a bit by someone else who shall remain nameless, but Nate's been the one she's been planning her future around for the better part of a dozen years. With Nate, she could have that perfect life that she's been dreaming of since she was six.

"I don't know, B," Serena says skeptically after Blair finishes her speech. She sees past the words in the way only a best friend can. "It sounds great, but I think you're trying to convince yourself."

Blair doesn't speak to her for three days.


The first time they're around each other, just the two of them, outside of school, it's an accident. She thinks she's meeting Serena at her place, but when she arrives, the blonde is nowhere to be found.

"She said she was meeting you at your penthouse," says a voice from the doorway behind her. She instantly stiffens, her heart begins to race, but when she turns to look at him her face has been perfectly schooled into a mask of indifference. He's wearing a stupid velvet smoking jacket and a matching burgundy ascot. He's gotten a haircut (she hates that she can tell) and it looks good. He looks good. It makes her want to slap him.

"Bass," she greets wearily.

"Waldorf," he returns with a nod of his head.

He says nothing more for several moments, just stares at her with those intense eyes of his. She tries to hold his gaze, but her stomach squirms uncomfortably and her breathing becomes shallower, making her feel dizzy. It's not the silence that disconcerts her, it's not the piercing look he's giving her; it's the way the air crackles between them, the way it becomes so thick with something she can't identify. So thick she can barely breathe.

She tears her eyes away from his and tries to take a deep breath, but it comes out sounding like a gasp.

He breathes her name and it sounds like a plea. "Blair…"

She ignores him. "So Serena is over at mine?" she asks briskly, walking towards the door. She needs to get out of here quickly. She's composed for now, but the tension in the room threatens to overwhelm her.

"That's where she said she was going," he shrugs, burying his hands in the pockets of his jacket. "Apparently you two have some sort of deal where, if I'm around, she goes to you so that you don't have to come here."

Her first thought is that she's going to fucking kill Serena because that is not information to be freely shared, and there's an insinuation in his tone that she doesn't like. In fact, she can't stand it. Did he think she couldn't face him? Did he think that she was pining for him? Bastard. He had another thing coming. "Please," she scoffs acidly, her nostrils flaring in anger. "I have absolutely no problem coming here. Why would I?"

He steps away from the doorway he's been leaning against and walks a few paces until he's standing directly in front of her. Her heart jumps into her throat, still beating a mile a minute, because they haven't been this close in a very long time. "I don't know, Waldorf," he replies softly. "Scared, perhaps? You tell me."

He staring at her with that penetrating gaze again, but she can't look away. It's dangerous to be so near to him (always has been) when he's looking at her like that, because she's afraid that he can see straight through to her soul. But he's no longer got the right to look at her this way, or to see any piece of her. "The only thing I'm scared of when I'm around you is that my gag reflex will start acting up," she says nastily.

"Is that so?" he asks, a smirk on his face, and her fingers are itching again to slap it right off.

"Yes, as a matter of fact."

She's not ready for what he does next. He reaches out a hand and brushes a lock of her hair behind her ear. His fingertips burn where they graze her skin, and she has to restrain herself so as not to lean into his touch. Still, her body betrays her and a tremor passes through her, one she desperately hopes he won't notice, but she knows he will. He notices everything.

"Are you happy, Blair?"

The question catches her off-guard and she's sure she misheard him. "What?"

"Are you happy?" he asks again, slowly, his voice faintly tinged with desperation. His eyes are boring into hers.

She looks away because she doesn't know what to say, so she answers the question with another question. "Why wouldn't I be happy?" she deflects, her voice flowing with fake cheer. "My life is perfect. There are only a few more weeks left of senior year, I'm off to Yale in the fall, and I have a gorgeous boyfriend whom I love very very much." It all comes out in an increasingly hysterical rush, and when she's done the words leave a strange taste in her mouth.

When she looks at him again, his masks are off. She wishes they weren't because his eyes are unbearably sad, and she can't look away. "You love him?"

The air is suddenly thick with emotion again, but this time she knows what it is because she can taste it in the back of her throat. Regret. It permeates through the room, flowing between them, choking them. She can barely breathe, but she looks him square in the eye when she answers because he's the one who ruined them, so he's the one who should hurt. She twists the knife. What he doesn't know, and what she's not expecting, is that she feels it twist inside her, too. "Always have. Always will."

He stares at her with searching eyes, then smiles sadly. When he speaks, his voice is just a rasp. "I'm glad. See you around, Waldorf."

He's gone before she can say anything.

She stands there in the now-empty room, takes a deep breath and blows it out slowly, trying to blink back tears and wondering why this lie hurts the worst. She only makes it to the elevator before the tears begin to fall.


She's on Madison Avenue with Serena several days later looking for a dress for the prom. They've been walking up the street and going into nearly every dress boutique for almost fours hours, and she can tell that S is nearly at the end of her tether because she keeps twitching and sighing in irritation. This, in turn, irritates the shit out of Blair, because not everyone can be a seven-foot tall Amazon goddess with miles and miles of golden hair who can just roll out of bed and put on anything and everything and still look effortlessly flawless. The thought makes her scowl.

They're in the Oscar de la Renta dressing room when Serena starts to whine. "I'm starving, Beeeeeeeeeee," she says, stretching out the last syllable annoyingly. She collapses onto the upholstered bench she's been sitting on and sighs dramatically. "We've been at this for hours. Can't we go get some lunch?"

"Just a couple more, S," Blair says distractedly, turning sideways in the full length mirror and inspecting the dress she's trying on. Of course, she means a couple more stores, not dresses, but she doesn't tell Serena that. Besides, she can't eat while trying on clothes. That's just asking for trouble. She subconsciously smoothes her hand over the silk organza that's covering her flat stomach. "How about this one?" she asks.

Serena sits up on the bench. "Looks great," she says, much too unenthusiastic for Blair's taste.

"You've said that about the past four dresses I've tried on," she says accusingly.

"Well, they all looked good," the blonde defends.

Blair meets Serena's eyes in the mirror and fixes her with a hard look. "I know they look good, S. But the dress I want needs to be perfect. You're supposed to be helping me find it."

"Sorry," says Serena, not sounding very sorry at all. "I think my lack of nutrition has impaired my fashion sense." This earns her another glare in the mirror. "Seriously, B. You're going to look amazing in whatever you choose. Why the need for the absolute perfect dress?"

Blair turns in the mirror and piles her hair on the top her head, checking how it looks from the back. She'd need pasties for this one, or a corset, the bodice only reaches halfway up her back. "I just want the night to be perfect," she says with a sigh. "Kind of like a fresh start with Nate."

"Are you guys having problems?"

She turns in the mirror again, focusing on the gown. Navy blue is a good color on her. She answers without thinking. "No. He's been great actually." A pair of black satin Louboutin slingbacks would look perfect with this dress. "I just think I need to try harder. Be more receptive." She doesn't realize what she's saying until it's out of her mouth. She had not planned on telling Serena this because she was sure it would only lead to awkward questions that Blair did not have any answers for. She hadn't told her best friend about her run-in with Chuck for the same reason. She gives her friend a sideways glance to see if she had caught what she'd said, but it didn't look like she had. To her relief, the blonde starts talking about the dress.

"I love that color on you, B," she says sweetly. "You'd need a nice necklace for it though."

Blair turns her attention back to the dress. The more she looks at it, the more she likes it. She adjusts her cleavage. "You're right. I was thinking the same thing."

"How about the Erickson Beamon necklace you have? It would look stunning with it."

Blair's hand pauses for a second over the tulle of the bodice. "I can't wear that necklace," she snaps.

"Oh, right," says Serena, as if just realizing why. "Pity."

There's silence for nearly a full minute and Blair hopes the subject has been dropped, but then Serena opens her mouth again.

"Chuck told me. About what happened last week. Your conversation," she clarifies.

Blair huffs a breath. Fucking perfect. "Did he?" she asks, as nonchalantly as she can muster.

"Yea. Why didn't you tell me?"

"Because there was nothing to tell." She turns away from the mirror to face Serena directly. "I went over. We talked. I left. That was it. It was nothing." She gives her friend a tiny shrug in a "what more do you want me to say?" type gesture.

"If it was nothing then why didn't you tell me?" Serena calmly asks.

"Because I knew you'd turn it into a big deal when it isn't." She turns to face the mirror again. "Can we not talk about this now?" she asks heatedly.

"When do you want to talk about it then?" Serena pauses, but the brunette doesn't answer, so she continues. "Blair, you never talk about it. You were so in love with Chuck, then all of a sudden you're back with Nate, and it's like…like Chuck never even existed. I get that 'asshole' is his default setting, and I know that he hurt you, but you can't just ignore everything that happened. You're going to have to deal with your feelings eventually."

"Why are you still talking? Just drop it, S."

"Look, B," Serena says patiently. "I just want you to know that I'm here if you finally want to talk about it. Chuck's been having a real hard time with this, but at least he's trying."

"Good!" she yells petulantly. "He deserves it. And since when did you two become such close confidantes? Getting a little too chummy there, S. What? Is there something you want to tell me about that?"

Serena's eyes narrow dangerously. "I don't appreciate your tone, B. Or what it insinuates." She sighs deeply, as if to get herself in check. "He's my brother now, so he talks to me. I just want you both to be happy."

"I'm very happy, thank you very much."

"So you're over it, then?" she asks skeptically. "It wouldn't bother you at all if, say, Chuck starts dating someone else?"

"Nope," she says confidently. "He can date whomever he wants. I just hope the poor girl's gotten her vaccinations."

Serena eyes her warily. "Ok. Good."

"Good," Blair snaps back. She returns her attention to the dress, trying to clear her mind of everything that Serena has just said. Her curiosity had been piqued by the "hard time" Chuck was supposedly having, but she knows she can't ask for her friend to elaborate or Serena would take it as an invitation to start questioning her motives again. It's not like she cares, anyway. She just wants to hear how he's suffering without her. As he should be.

"Oh," Serena says behind her, interrupting her thoughts. "Just so you don't hear it from anyone else, I think Poppy and Chuck are dating. Or will be dating. I don't know."

The air rushes out of Blair's lungs, but she still manages an annoyed "What?"

"She came over this week. She and Chuck kind of hit it off. It was weird," she explains, making a face. "Anyway, she asked me if I was ok with her asking him out. I said it was fine, but that I'd let her know if…" she trails off, searching for the right way to finish the sentence. "If it stopped being fine," she finishes lamely.

Blair stares at herself in the mirror, thinking about Chuck with Poppy Lifton. The teenage CEO and the celebutante. How perfect. How disgustingly, annoyingly perfect. She hesitates for a second too long, however.

"B? Should I tell her not to? I'm sure she'll just move on to the next guy."

For one wild moment, Blair thinks about saying yes. (Yes, tell her to find someone else. Tell her to stay away from Chuck.) But she knows she can't. Besides, she's got Nate. She shouldn't care who Chuck sees. She tells herself she doesn't.

"Please," she says derisively. "Chuck can do whatever, and whomever, he wants."

"Alright," Serena says with shrug.

Blair looks back at her reflection. The temperature in the room feels several degrees hotter. It's stifling. "Let me take this off and we can go get something to eat."

"Are you taking it?"

She stares at the mirror. She suddenly hates this dress. The color is off, the material is rough. "No, I don't like it anymore."

She goes into the changing area and practically rips it off her.


Sure enough, in the week following, news breaks of Chuck Bass seeing Poppy Lifton. Blair thinks she'd be okay with it if it was just Gossip Girl reporting it, but she sees a picture of Chuck and Poppy leaving some club in the Meatpacking District (the Meatpacking District!!), both of them wearing identical disgusting smirks on their faces, in the glossy pages of Us Weekly. She reads the caption over Hazel's shoulder: Has Poppy finally found her equal? Lifton in NYC with billionaire Charles Bass on May 1.

She snorts and tells Hazel to buy a new conditioner.

She sees them again the next day, staring up at her from the pages of the People magazine Iz is flipping through. They're in "Star Tracks," leaving some restaurant. She looks smug, he looks annoyed. His hand is on the small of her back, as if guiding her. Her stomach feels as if someone's dropped a bucket of ice into it.

She still tells Iz to find a new scent because her current one is making her gag.


She heads straight to the Archibalds' after school and when Nate walks into his room, she practically attacks him. She'd wanted to take things slow and had told herself that it was because she didn't want to rush into anything physical. But as she crushes her lips to his she wonders if maybe the truth was that she was afraid of how it would feel to be with someone else. Or, more to the point, how it wouldn't feel.

He's confused at first, but when she pushes him onto the bed he catches on pretty quickly. She climbs on top of him and kisses him furiously, hoping to feel some heat, dying to feel it.

His tongue snakes into her mouth, but she doesn't have to bite back a sigh. His hands find their way under her uniform shirt, but his fingers don't set her skin aflame like other fingers have. She feels him harden underneath her, but there's no unyielding need for him burning inside her. There's no fire, no urgency. She takes her hand and unfastens his belt and trousers, but she feels numb. In this moment she hates Chuck Bass more than she ever thought possible. What did he do to her? Could people really be ruined for others?

She quickly makes the decision in her mind. She wraps her hand around him and starts to stroke him, pumping until he's spent himself into her hand.

She goes to his bathroom to clean up and can hear him panting and cursing softly from the next room. She stares at her reflection in the mirror and convinces herself that maybe they just need a little more time.


Prom is in the Grand Ballroom of the Plaza Hotel. It's so close to her penthouse that she could walk there if she wanted to, but she makes Nate hire a limo for them anyway. He doesn't mind it, and mentions that they'll need transportation to get to the afterparty anyway.

"It's at Victrola," he informs her. "Chuck's shutting it down for the night and letting the senior class run wild. Should be fun."

She's not so sure, but she holds her tongue.

He picks her up exactly at six on Saturday. She's in red vintage Valentino and her dark curls are pulled up in an elegant updo, a diamond-studded clip the only accessory in it. He's in Valentino also (she picked out the tux herself), and he brings her a lovely orchid corsage. She pins a rose boutonniere on his lapel, a red one to match her dress, while Dorota snaps a million and one pictures. There's a strange, expectant feeling in the pit of her stomach as Nate helps her into the limo. She thinks it's because Nate got them a room at the hotel.

When they enter the ballroom and find their table, Penelope, Iz, and Hazel are already there with their respective dates. She ignores P's glare and sweetly accepts everyone's compliments, even handing out a couple of her own. Serena shows up just before dinner is about to be served at 7, looking resplendent in an emerald green Donna Karan gown with a plunging neckline. She gives them all a tight smile, and Blair can tell that she's already annoyed with her date, some tall, dark-haired friend of Poppy's that she's been seeing for a couple weeks. He's most definitely handsome (if you like the Eurotrash look, of course), but something about him gives Blair bad vibes. Maybe it's because he's a friend of Poppy's.

She quickly scans the room for the socialite (and her date) but doesn't find her. "Where's your brother," she whispers to Serena, who is sitting on her left side, making sure that Nate can't hear her.

The girl looks confused. "Why would Eric be here?" she asks.

Blair rolls her eyes. "I meant the other one."

"Oh!" she cries, before Blair shushes her. "He's not coming," she continues in a more appropriate whisper. "He said he'd stick to the afterparty. I tried to convince him to just come for a little while, but…" she trails off and shrugs. "You know how he is."

Blair says nothing and tries to ignore the curious feeling of disappointment that settles over her.


She only takes a few bites of her salad at dinner. After the food is cleared away, the band immediately starts up. Nate offers her his hand right away, and she's pleased because she didn't even have to drop any hints that she wanted to dance. He leads her to the dance floor and pulls her into his arms and she feels very comfortable swaying to the music with him.

It's then that she spots Humphrey, in a no-doubt rented tux, dancing several feet away with Vanessa. She's in an off-the-shoulder, floor-length gown in cerulean blue, and her hair is pulled into a simple bun at the base of her left ear. Blair thinks she looks absolutely stunning.

She and Nate sway around to the music, and Blair can tell the exact moment that Nate spots Vanessa because his body becomes rigid in her arms and he steps on her toes. She hisses in pain and he turns his attention back to her.

"I'm sorry," he says, coming back to himself. "Are you alright?"

"I'm fine. Are you alright?"

He looks a bit shaken. "I'm ok," he assures her.

"You're not," she says, as understanding as she can. "But that's ok, too."

He gives her a strange look, like if he's not sure if she's being serious. "And you're fine with that?"

She shrugs, because if anyone knows the inner turmoil of seeing an old lover, it's her. "We all have our ghosts," she says. He says nothing, only squeezes her tighter.


It's nearing on 11 o'clock when the party starts winding down and people start heading to their respective afterparties all over town. There's a tiara on her head from being voted Prom Queen, and in all honesty, she feels pretty silly wearing it. She's sure that Nate must feel equally ridiculous wearing his Prom King crown.

She's sitting at her table (her Manolos are starting to pinch), waiting for Nate to come back from the restroom, when someone takes a seat next to her. She turns toward them, expecting to see Serena or Iz or even Humphrey; anyone except for the person who is actually sitting there.

"Waldorf," he greets smoothly. He's wearing an Armani tuxedo with a red vest and bowtie that, of course, match perfectly with her gown. Sometimes she's sure that God takes sadistic pleasure in these little details.

"You've finally decided to grace us with your presence," she says sweetly. Her tone is only half-fake.

"It got a little lonely waiting for everyone to show up." He stands unexpectedly, and she thinks that he's leaving, tries not to let her face fall. But instead he offers her his arm. "Besides," he continues, "I didn't want to miss my chance to dance with the Prom Queen."

She eyes him carefully, a war brewing inside her. Her heart wants her body to leap up and accept the invitation, but her rational mind keeps warning her that this is a bad idea. He senses her hesitation and misinterprets its cause. "I already asked Nathaniel for permission."

She can't give in too easily, however. "I don't know, Chuck. Things never seem to go well when we dance."

"I'm willing to risk it," he whispers.

And before she can stop herself or think it through, she's on her feet and he's leading her by the hand. Her breath hitches as soon as he pulls her to him. His hand on her waist is so very warm.

"You look stunning this evening, Miss Waldorf," he breathes into her ear. She feels goosebumps erupt down the length of her arm.

"Thank you Mr. Bass," she says sincerely. He wraps his hand further around her waist and pulls her tighter. Her arm automatically snakes around his shoulder. She looks past him and is momentarily surprised when she spots Serena dancing practically cheek-to-cheek with Dan. She kind of wants to snort and roll her eyes because: is she ever going to learn? But she smiles instead because she knows that Humphrey is the only person who's ever made her best friend truly and deliriously happy. That didn't mean it made her want to vomit any less though.

She wonders where Humphrey has ditched his date and for a second she entertains the idea that maybe her date was with Vanessa, effectively completing this night's round of relationship roulette in their admittedly incestuous little sextet. She thinks about this and is trying to figure out how she feels about it when Chuck splays his hand right below her shoulder blades, presses her to his chest, and very gently dips her. She squeaks because she's not expecting it, and by the time he's pulled her back up, she's forgotten about everything except the man in front of her.

It momentarily astounds her, after everything they've put each other through, how being with him like this can still feel so effortless. She wants to know if it feels the same for him. She pulls back slightly to give him a furtive glace, but his face reveals nothing.

"What?" he asks.

"Nothing," she lies.

"Spit it out, Waldorf."

She can't tell him what she's actually thinking, what she really wants to say. That this is the first thing in a long time that feels right. Well, she could, but she won't. So she settles for asking him a question she doesn't really care to know the answer to. "Won't your girlfriend be upset that you're dancing with me?"

He looks so genuinely confused that it would almost be funny if he were someone else, if she were someone else. "My what?"

She merely raises her eyebrows at him expectantly, as if saying "you know what."

He stares at her for a few seconds, seemingly dumbfounded, as if hoping the answer will somehow pop up on her face. Then it finally comes to him. "Wait…Poppy?" He sounds vaguely amused. "Poppy is most decidedly not my girlfriend."

"Fuckbuddy, then," she says briskly. She doesn't like that word, has never liked it. "Friend-with-benefits. Whatever."

This time he actually laughs, startling her. "I can assure you, she is nothing of the sort."

Blair eyes him skeptically. "You might want to let her publicist know," she says cattily. "Or maybe put in a call to People."

He rolls his eyes, a frown on his face. "They were like a swarm. Everywhere she went, they were always there, snapping away. It was a terrible nuisance."

"Oh, I'm sure she hates it," Blair says savagely.

"She doesn't like it, she's just…learned to live with it. " He briefly meets her eyes, before looking away quickly and adding quietly, "It's a sentiment we all experience at one point or another, some more intensely than others."

She stares at him curiously because she doesn't think he's talking about Poppy anymore, but he won't meet her eyes. She wants to say something, ask him what he means, but suddenly the song is over. He abruptly lets go of her hand and unwraps his arms from around her waist. A slight shiver passes through her at the onslaught of cool air brought on by the loss of his body heat.

They stand there awkwardly for a couple seconds and another song starts up. He smirks at her. "Well, the world didn't end," he says.

"Yet," she smirks back. She studies him, standing there with his arms hanging limply at his side, a slight frown between his brows, and it's out of her mouth before she's even completed the thought process. "Do we dare tempt fate again?"

He only shrugs, smirk firmly back in place, but his eyes are suddenly dancing, and a pleasant warmth threatens to bubble over in her stomach at the sight. "I think it's only necessary," he replies.

He steps closer to her and, this time, he wraps both of his arms around her. She, in turn, hooks her arms around his shoulders. They begin to sway to the music, neither saying anything. She's so comfortable that she has to check herself when she gets the urge to lay her head on his shoulder. She wonders what would happen, what he would say, what she would feel, if she were to follow through on such an intimate act.

She doesn't. He just holds her.

In this moment, she thinks that maybe they could move past the hurt and be friends. They had been friends once upon a time, before everything, even if back then she pretended that she merely just tolerated him. She used to pretend a lot of things, back then. She still does. Like pretending that reconciling the image of Chuck Bass with the word "friend" doesn't produce a sharp pain in her gut.

Suddenly, his breath is in her ear, breaking through her thoughts. "Well, well. I guess sometimes old lovers can find their way back."

She pulls back quickly at his words, alarmed. Was he joking? What did he mean? But when she looks at him, she sees that he's looking behind her. She turns her head and realizes that he's talking about Dan and Serena, who are still clinging to each other as if they were the only two people on Earth.

Her heart struggles to return to its normal rhythm. "Oh, right. That."

He turns his face towards hers, surprised. "My dear sister has made a return to slumming, and that's all you have to say? No nasty reprimand?" He smirks at her and shakes his head. "I'm disappointed, Waldorf."

Blair sighs and takes on a weary tone. "I've tried with that one, and she'll never learn." She looks over her shoulder at the couple again, who are now kissing grossly, and releases a put-upon sigh. "Whatever makes her happy, I guess."

"Whatever makes her happy," he repeats, softly and slowly, weighing each word. "Even when you can barely stand it," he adds, as if to himself. "Even if it's killing you."

"What?" she whispers, even though she heard him quite clearly.

Chuck clears his throat, doesn't look at her. "Yes, that's a strategy I've become very familiar with these past couple of months. Doesn't make it any easier though."

Her heart begins to pound faster because she thinks she knows what he's admitting, but she wants to hear him say it. "Maybe you should stop talking in circles first."

He finally looks at her and she feels all the air rush out of her lungs. His gaze is too intense, almost like he was trying to tell her everything with a single look. "Do you know how…" he takes a deep breath, "…excruciating it is to see you with Nathaniel?"

Something twists inside her chest, but she ignores it. "I don't believe you," she says with a coolness she doesn't feel.

He stiffens in her arms, then stops moving altogether. He doesn't remove his arms from around her waist, though. "You don't?" he asks, his jaw tightening.

"No," she says calmly. "Your charmed life was been even more charming lately, dating socialites and showing up in all the glossies--"

"Blair," he interrupts, but she's not done.

"—when you found out about me and Nate, you just gave him your blessing and passed me along to him, like if I was a baton, like I didn't even matter." Her voice is starting to shake so she stops, even though there are a thousand and one things she still wants to say to him.

"Passed you like a baton?" he asks, incredulous. "All I did was let you two be. What should I have done, Blair?"

She shakes her head because she doesn't have an answer. "I don't know. Something."

"Don't you think I wanted to?" he asks in a fierce whisper.

"Then why didn't you?" she demands, and she hates how needy her voice sounds.

"You said you were happy." There's a pause as he takes a deep breath. His eyes are insistent, trying to make her understand. "And I wanted you to be happy. I want you to be happy. So I…let you go."

"You gave up," she counters heatedly. A few people dancing around them turn to look at them strangely, but she's past caring.

"No," he defends. "I stepped aside."

"Why? Why would you do that?" She feels the hot tears forming in her eyes, but she refuses to let them fall.

"Because…" He tears his gaze away from hers for a brief moment. She sees him swallow thickly before his eyes snap back to her face. "Because I love you."

He whispers each word slowly, and with each one the air in the room seems to get sucked out, until she feels there's none left. Three words, eight letters, shattering her heart into a million pieces. She'd wanted them for so long, but she was never prepared to hear them.

Her vision is blurred with unshed tears, but she knows he's waiting for her to say something. Her lip quivers, so she presses them together and closes her eyes in order to gain a modicum of composure. A tear leaks out of the corner of her eye and he catches it with his thumb. "I…" she trails off. She wants to say them, respond the way she always knew she would, but too many things are different. They are light years from where they used to be. "…I think it's too late." She's surprised at how much the words hurt coming out of her mouth.

He pulls her close and rests his forehead against hers for a moment. "I know," he sighs, shoulders slumping faintly, defeated. "And that's my fault."

He pulls away and places his hands on either side of her face. When she opens her eyes to look at him again, his eyes are shining. Her heart aches. "I know you love Nathaniel," he begins. "But if it weren't for him, could you love me again?"

She shakes her head because she can't possibly answer that question truthfully. She can't tell him that she's never stopped. "Loving you was too hard," she whispers, her voice breaking on the last word.

"Yea," he agrees in an undertone. "I made it that way." He smiles at her dejectedly. "Loving you, however, is very easy."

He brushes his lips against her cheek, and then his mouth is hot against her ear. "Be happy, Blair."

He walks away, the cool air rushes in again, and all she can do is shiver.


When Nate finds her ten minutes later, she's still trembling and trying to figure out just exactly what had happened.

Because I love you.

He had finally admitted to her in words what she'd been longing to hear for months, a whole year even, maybe even longer if she were honest with herself. So why did it make her ache even worse? Why did it feel like her chest was torn open, spilling everything out?

Why did it burn so badly?

She had dried her tears by the time Nate appears, but there must have still been a stricken look on her face because he immediately notices that something is up. "Hey, is everything alright?" he asks, rubbing her bare arms. "You look like you've seen a ghost."

She laughs shakily, because is she's laughing it keeps her from crying. He has no idea how right he is. She leans in towards him and rests her forehead on his chest. She breathes deeply. He smells nothing like Chuck, and at this moment, she decides that it's not a bad thing.

He brings his arms up to loosely encircle her waist and tries to speak in comforting tones. "What happened?"

She shakes her head, forehead still on his chest, and refuses to answer. "I just…Can we get out of here?"

He's confused, but doesn't hesitate. "Sure. I'll have the limo brought around."

She pulls away and looks at him. "No, I mean, upstairs. You booked a room, right?"

He looks shocked. "Uh, yea?" he chokes out. He clears his throat. "Yea," he repeats, a little surer of himself this time. He takes her hand. "Come on," he says.


She tries to keep her mind as blank as possible when he leads her into the room, but it's racing and she can't stop it. They sit on the bed facing one another, and she studies him.

She knows she could be with Nate for the rest of her life. She knows it. She can imagine the huge Vanderbilt ring shining on her finger, the envy of all the wives on the Upper East Side. She can see 2.5 kids and PTA meetings and charity galas. She can perfectly picture winter vacations in Aspen and summers spent sailing and a husband who never challenges her, and everything she always dreamed about when she was a child.

Comfort and familiarity and security: not a bad deal.

So she throws her arms around his neck and kisses him fiercely.

But it strikes her like a lightning bolt. A revelation; an epiphany.

She doesn't want it anymore. She'd rather have love.

She pulls away.

"Blair?" he asks, breathing heavy.

She collapses onto the bed and stares at the dark ceiling. "I'm sorry, I can't," she says, voice hollow.

He lies down next to her, their shoulders touching. "It's okay," he assures her.

She smacks an open palm on the bed. "It's not okay," she counters fervently. She takes a deep breath, trying to rein herself in, and turns her head to look at him across the mattress. "I don't know when it happened," she begins, and a lump rises in her throat. She swallows it down. "This was everything I had dreamed. When I was thirteen, I saw me and you, together, at the senior prom. I saw us in a room just like this one, where we realized we would be together for the rest of our lives." She exhales a shaky breath and a tear slides down her temple and lands on the thick comforter underneath her. "And I don't know when that changed…but it has."

He says nothing for a moment, and when he speaks, it's just a whisper. "I think we both know when."

She searches for his hand, her eyes never leaving his face, and when she find it, warm at his side, she pushes her fingers through his and clasps it tightly. "You deserve someone who wants you for you; someone who'll appreciate just how lovely you are." She squeezes his fingers. "Someone who loves you. Like I love him. And I wish I did, Nate."

He chuckles softly. "No you don't. But that's ok."

"I'm sorry," she whispers.

He turns toward her, rolling onto his side, smiling. He brushes an errant tear away from her face with the pad of his thumb. "It's okay," he says again.

"Can we just lie here for a bit?" she asks tiredly.

"Sure," he agrees. "The room's already paid for anyway."

She laughs. He leans in towards her and kisses her chastely on the lips. It feels like the last time.

And the thirteen year-old inside of her is finally okay with that.


The limo drops her off in front of Victrola sometime after 3 am.

Inside, the dancers have all gone home, but the party is still going strong. There are people laughing and drinking, and the pounding bass of the music thrums through her, combining with the furious beating of her heart.

She came here on a whim because the need to see him was suddenly overwhelming, but now that she's here, she's not sure what there is to say or do. Her hands are shaking and there's a ball of fear that settles itself in her stomach as she searches the club for him. She's scared that she won't find him, but she's even more scared that she will. She's not sure what she'll going to find.

After scouring the entire place without a sign of him, she takes a fortifying breath and heads for the stairs. On her way up, her pulse quickens as she thinks of the last time she climbed these steps to the roof in search of him.

She spots him immediately, a solitary figure in the semi-darkness, his elbows resting on the parapet. She's irrationally relieved. She watches him for a moment before slowly walking to where he's leaning against the wall. She stops when she's a couple feet away from him, and leans her own arms on the ledge. If he's surprised that she's here, he gives no sign of it. They look out over the city, and for a couple minutes, neither says a word.

She's the one who breaks the silence. "How did I know I'd find you up here?"

"You know me and rooftops," he replies calmly. Out of the corner of her eye she sees him swirl a glass in his hands. "At least I'm not teetering on the ledge this time. Well," he shrugs, "maybe metaphorically."

She sucks in a breath and turns to look at him, shocked, wondering how in the world he could possibly joke about that night. The details are never far off in her mind: the way her stomach dropped to her feet when she saw him on the ledge, the way her heart nearly stopped in panic when he almost lost his balance, the way he clutched at her hand when he finally climbed down, like she was his lifeline. No matter what happened between them, she would never forget that night as long as she lived.

He finally turns to her and, seeing her horrified expression, has the grace to look slightly ashamed. "Sorry," he murmurs quietly. "I don't remember much of that night, but it's easier to stomach if I make inappropriate jokes about it."

He reaches for a bottle of Johnny Walker Blue that she hasn't noticed until now and fills his glass. The bottle is half-empty, but he looks and sounds completely sober. "You said you'd always be there," he remembers softly.


"That night," he explains. "You said you'd always be there. I remember that."

He raises the glass to his mouth, but before it gets to his lips, she reaches out for it. He hands it to her without a word and she takes a large gulp. She swallows thickly and makes a face. She's never had a taste for scotch. "I remember," she sighs. "And I wasn't. I'm sorry about that."

She takes a smaller sip and passes it back to him, watches him take a drink before he replies. "I know why you couldn't be," he says, shaking his head. "Don't worry about it."

She turns back to the city skyline and breathes deep. She can feel his eyes on her. "I'm here now," she whispers, low and clear. She turns towards him and his eyes are looking through her again, but she doesn't look away. A shiver passes through her from the cool pre-dawn air, or maybe it's his gaze, but before she can say anything more, he takes off his tuxedo jacket and throws it around her shoulders.

He's directly in front of her now, pulling the lapels of his jacket shut. "Are you?" he breathes huskily.

The air between them is thick once more, but this time it's not regret. This time it tastes like hope. She looks up at him through her lashes. He's so close she can smell the scotch on his breath. His nearness, his eyes, his warmth, it's too much; and it all comes spilling out of her. "I lied," she confesses. "When I said I was happy, when I said I loved him. I lied. Because despite you, and in spite of me, I still love you. I never stopped."

There's silence for a half-beat. Then he's all around her. "God, Blair," he gasps, fisting his hands on the jacket he placed on her. He pulls her to him and, in an instant, his lips are placing kisses all over her face. The tears are brimming in her eyes and her chest floods with feeling, so much so that she's afraid it might burst right through.

A moment passes where she can only hear her own heart beating. "Is it possible, after everything, for us to start over?" he questions.

She shakes her head. It's not what she wants. "I don't want to start over. I don't want to forget what came before, none of it, not even the stuff that hurts." She sighs, and loops her arms under his, around his shoulders. His wrap around her waist. "I don't want to start new," she continues. "I just want to…go forward. I think we've waited long enough."

"I'll do anything you want," he promises. "Everything."

"Then tell me," she asks, and this time she doesn't mind that her voice is pleading.

"I love you," he whispers against her forehead. The words warm her down to the tips of her toes. "For so long. More than you'll ever know."

When he finally kisses her, she can't help the sigh that escapes her lips. She closes her eyes when he rests his forehead against hers. She's not sure how long they stay that way, but when she opens them, the sky is beginning to lighten. They watch the sun rise over the horizon, his nose buried in her hair and her hands tracing patterns across his back.

It is a new day.


A/N: I know, I know. A second author's note? But I just wanted to explain Chuck's passivity. In discussing spoilers with others, we wondered how Chuck would react. Would he scheme, or would he just let it be? In this, of course, he decides to do nothing because he loves her enough to step aside. I'm more partial to that resolution because I think, this time around, Blair is the one who's going to have to realize that she doesn't want that "perfect" like she used to imagine for herself. Also, when it comes to Blair, all of Chuck's schemes to win her back always seem to backfire on him ("Hi, Society," anyone?). Not that I don't love Devious!Chuck. But whichever way they decide to go on the show, I won't mind as long, AS LONG AS THEY FUCKING FIX IT! Pardon my French. Anyway, hope you enjoyed it. Sorry it was so damn long. 