Author's Note: I've been out of the multichapter fic game for a while, but this story came into my head and I just couldn't get it out. It's an AU world, but not entirely. The Upper East Side is still the UES, the characters are still the same, I've just twisted it all around a bit, which you'll see when you read. Anyway, enough summary for this. Tell me what you think. 

Fake Empire

Chapter One.

Tiptoe through our shiny city
with our diamond slippers on
do our gay ballet on ice
bluebirds on our shoulders
we're half-awake in a fake empire

The first time she saw him he was standing in the middle of a crowded room, hundreds of people's gazes fixed on his flawless face, and she'd gotten the feeling right then and there that she would never meet a more lonely person in her life. She had been fifteen then, still a spoiled princess who thought life who serve her everything she ever wanted on that beautiful silver platter her father had purchased for her at birth (no doubt from Tiffany's, because anything worth having came from there). He was nineteen, a Yale drop out, and still the most intriguing person in New York society. He was a Bass, after all, and everyone knew Bass men were born to be bad… but then bad was oh so good to those prim and proper society girls who practically begged for his attention.

He had jet black hair that always looked messy even when it was perfectly styled. Through the years she would catch him raking it back from his face, and every time she did she had this insane urge to still his hands and tidy him up again. She could handle him better when he looked like all the other boys of her acquaintance, but when he stepped out of those careful boxes (which he most assuredly always did) she became nervous and uncomfortable, and the strangest stirring spread through her body until she had to force herself to look away. She was a Waldorf after all, and staring at a boy (really a man, even then) was not proper behavior. Blair Cornelia Waldorf was nothing, if not a stickler for the rules of society.

Her father worked for his father, and so she'd known of him for most of her life. The little dark prince who never met a girl he couldn't charm, and never met a father who didn't hate him on sight. He was dangerous. Too wild, too free, too much of everything that wasn't allowed. Blair's mother, and all her old friends would whisper about him sometimes when they had their Sunday teas. Blair was never allowed to sit in as a child, but she'd always snuck into a crevice undetected and listened anyway. She soaked up his exploits like other children listened to fairytales. He was a guilty addiction she would never admit to having, not to her strict mother, or her over indulgent father. She kept her fascination with Charles Bass well hidden.

Later as she got older Sunday teas were opened to her, and she was allowed to hear all the salacious gossip that these good and fine ladies decided to drop into her lap. "Oh, did you hear?" They would coo. Blair would shake her head, and lean in, always eager for his name to be brought up. Sometimes it was. "He gambled away his father's prize horse!" Sometimes their stories revolved around his friend Nathaniel Archibald, or rather THE Vanderbilt heir, because that was how he was referred to. "He's found himself another girlfriend. His mother can't even keep track!" They would laugh wildly at the young Archibald's conquests, each secretly hoping to seduce the boy themselves. And then later as Blair, and her best friend Serena grew older, their whispering even turned on her. "That wild girl… trouble." Yes, trouble surrounded Blair Waldorf, but she'd never been brazen enough to borrow it for herself.

Not until the night of her seventeenth birthday party.

Her parents had gone all out, they'd rented the Palace hotel's ball room, and made it into quite the ostentatious affair. Blair had never been a stranger to glitz and glamour, but there was something about that night that had felt false to her. It was her birthday party, but in truth she hadn't been able to choose a thing about it. Every time she had tried her mother had pushed her out of the room and instructed her to spend another hour in their home gym, "You want to look the best on your special night, darling." Blair, the always dutiful daughter, had done as she was told, and admittedly her dress fit her beautifully when the time came. Still, she didn't imagine a hard body made a happy debutante, not this one at least.

"It's amazing, B." Serena van der Woodsen, quite possibly the most beautiful girl Blair had ever seen, came bounding over in her usual graceful way. Serena, no matter what she was wearing, doing, or saying, always managed to come out looking perfect. Blair tried not to be jealous of that, but nights like tonight, her night, she couldn't help herself. Serena would no doubt be attracting most of the stares, from the boys and men alike. Not that Blair sought out that attention… she didn't. She just didn't appreciate turning into a complete wallflower.

"I suppose." Blair agreed with her, and took a small sip of her champagne. Serena raised an eye brow in response, and Blair let down her guard a little. If there was anyone she could be truthful with, it was her best friend. "It's just… all my mother's doing…" Blair sighed, and took a larger gulp of her drink.

Serena nodded sympathetically, and looped an arm around Blair's tiny waist. "Well, at least she knows how to throw a party. But tonight's your night Blair, and I promise we'll make it special. I have a surprise for you later."

Blair's naturally suspicious nature perked up at this, and she pulled out of Serena's grasp to study her. There was a mischievous sparkle in Serena's blue eyes, and that made Blair's stomach roil with panic. Serena's bright ideas, were never that bright or fun for Blair. In fact, she usually ended up miserable carting Serena's intoxicated self home, and dry cleaning the puke out of her clothes. That, she did not intend to put up with on her birthday.

"I don't think so." Blair shook her head, and put down her empty champagne glass, before reaching for another as a waiter passed. "Whatever you have planned, cancel it. I want a surprise free night, Serena." She told her sternly, but Serena just smiled like the cat who ate the canary, and Blair wanted to throttle her.

"Just wait and see. This is my present to you Queen B." With that Serena kissed her on both cheeks, and then disappeared into the crowd of revelers that had already arrived, leaving Blair all by herself.

"Can't wait," Blair mumbled under her breath, and sucked down some more champagne. She could already tell this was going to be a night she'd never forget. She just hoped it didn't end in humiliation for her, and unfortunately with Serena involved that didn't seem likely. Her plans always found a way to go way off track.

An hour later after a string quartet played the birthday song, and Eleanor unveiled the enormous cake she'd had commissioned for the event, Blair found herself wandering outside through the gardens, a half empty champagne glass in her hand, and a miserable expression on her face. Most of the people in that room had been complete strangers who knew her parents, or kids from her school that she didn't care about at all. Even that obnoxious Nelly Yuki had shown up, and Blair absolutely hated her. She'd bested her on a test in the eighth grade, and Blair was sure she'd found some way to cheat.

"Blair!" A slightly toasted Serena called out to her, and came barreling up from behind. Blair turned just in time to reach out and catch her before she fell and busted her ass. "Oh," she giggled, and took a moment to right herself.

"How much have you drank?" Blair asked, quickly dumping out the rest of her champagne in the bushes. No way would she ever let herself be seen like Serena was now. It just was not appropriate.

"Not that much, B." Serena gave her a quelling look, and Blair let it go. Serena would always be Serena. "Smile B, I'm ready to give you your surprise."

Blair's stomach flipped. "Really, Serena, it's not necessary." Blair assured her, and tried to walk past her friend back into the party. Serena grabbed her arm and held her still though. Blair was strong, but Serena was like an Amazon and she didn't feel like being tackled into the grass. "Serena…" Blair warned, irritation warring with amusement.

"Come on, don't you want your birthday present. I promise you're going to like it. I picked them especially for you." Serena shot her a toothy grin, and Blair couldn't stop herself from smiling back.

"Them?" Blair questioned, envisioning some exotic animal appearing behind her and attacking. That would be Serena's idea of the perfect present, and Blair's mother's perfect nightmare.

"You didn't get me a monkey did you? I told you I-" Serena's laughter quieted Blair's outburst. "Thank God." Blair sighed in relief and waited for Serena to reveal her big surprise.

"A monkey, B? Eleanor would kill me. Nope, something way better. I knew your mother would just invite all those boring guys from our school who have absolutely no idea how to show a girl a good time, and you're seventeen so you should be shown a good time, and I wanted to-"

"What are you talking about?" Blair interrupted Serena's babbling impatiently. So far this surprise of Serena's sounded particularly alarming. If she had hired someone to come here and show Blair a good time, Blair was going to scream to the high heavens and then kill Serena, best friend or not.

"I'm getting there," Serena admonished. "I ran into an old friend in the lobby earlier. He'd been out of town for a while and well – long story short I told him why I was here tonight, and he agreed to throwing a little after party for you. A real party, B, not this big show."

Blair relaxed a little. For once, Serena's plan had some merit. A real party sounded amazing to Blair, she could change out of this dress, let her hair down, and actually enjoy herself without worrying about her mother glaring at her across the room.

"What friend?" Blair needed a few more details before deciding if this was a good course of action.

"Oh, just this guy I used to hang out with. I don't think you ever met him. Don't worry about it though, he knows everyone in this city and I'm sure whatever he puts together will be so much fun. You're seventeen, Blair, don't you want to live a little?" Serena was like the snake holding out the big red apple for Blair to take a bite of.

"My mother would kill me if I just left," Blair protested weakly. In truth she was already thinking of a good excuse to allow her a speedy exit from the ball room.

"You know you want to…" Serena pressed, reaching out for Blair's hands and twirling them both around in a haphazard fashion. For once, Serena was right. Blair did want to. Tonight she wanted to be anyone other than herself, and a secret party sounded like just the thing to shake up her world. No rules, no consequences, because no one would ever know.

"Alright," Blair agreed quickly before she lost her nerve. "I'll handle my mother, you handle a change of clothes." Serena jumped up and down, and twirled around some more like a pagan goddess on crack. Blair smiled at her antics. "Serena," she called her friends attention back to her, "don't go too crazy with the clothes. You know I'm not you."

Serena grinned. "Already taken care of, B. Meet me by the elevators in five minutes. Don't be late." Serena leaned in and hugged Blair impulsively, before gliding back out the way she came.

Exactly five minutes later Blair was waiting in the elevator bank, nervously tapping her foot. Serena was late, as usual. Eleanor could come out of the ball room at any moment and see that her "sick little girl" wasn't so sick anymore, and definitely was not headed home to their penthouse. Serena was dead if that happened.

"Hey," Serena rushed up out of breath and shoved a worn Louis Vuitton bag into Blair's arms. "Sorry, I forgot which coat check boy I'd handed this too and-" Blair raised a hand to stop her, and Serena just smiled. "Come on birthday girl, the night has just begun."

The elevator opened before them, and Serena pushed Blair onto it with her.

"Where are we going?" Blair asked confused. Serena didn't usually keep a room at the Palace.

Serena pulled a key out of the top of her dress, and slid it into the penthouse slot. She smirked at Blair's surprised reaction, but offered nothing more, and Blair was too nervous to ask. Everyone knew who owned the penthouse suite, THE Bass family. Blair had never actually been up there before, it was reserved for close family and friends, but she knew her father had done business there on occasion. She'd never had the nerve to pump him for information on it though, and she had no idea how Serena had gotten a key.

"Did you steal that?" Blair asked scandalized. She could not break and enter. Her mind was already swirling with all the awful possibilities that awaited her. "Serena, no we can't. Let's just go back to the party."

"Blair," Serena giggled, and framed Blair's face between her hands. "My friend gave it to me. He's staying there right now, and this is where the party is. Aren't you curious? The Bass penthouse! It's like legendary, and it's exactly what you deserve for your special day. I've only been up here once before, but I was pretty trashed… I think it was awesome though." Serena looked like a child, so excited, she was about to pee her pants.

"Who's going to be there?" Blair wondered, all sorts of new possibilities now flooding her mind. She knew who occupied that penthouse most of the time, that same dark prince she'd obsessed over since she was a child. Last she'd heard he was in India though, trekking through the mountains, and pissing his father off more than he should have. Bart Bass was an imposing man.

"All will be revealed in time." Serena teased just as the elevator opened before them.

Serena stepped out first, and when Blair hesitated behind her she reached back and pulled her out as well. Blair's heels slid against the marble as she took in her surroundings. The Bass penthouse gave new meaning to opulence, and she meant that in the very best way. It was luxury and class, and everything Blair had ever dreamed of. Her mother should take notes, she decided. This was the way to live.

Blair sighed, and Serena nodded. "I know."

They stood there for another minute, just taking it all in before Serena came back to her senses and went into party mode again. "I think everyone is in the back, but let's find somewhere to change first. We're way too poufy for a party up here."

"Poufy?" Blair echoed, but Serena was already pulling her into the largest bathroom she'd ever seen. The bathtub could easily fit ten people, and Blair just wanted to strip down and climb in. She wondered if she could just move in here, the Basses might never notice.

"Here." Serena shoved some clothes at Blair, and then got to quick work on her own dress and was stripped down within seconds. No one could take their clothes off faster than Serena van der Woodsen. "What?" Serena caught the look on Blair's face and stopped what she was doing. "You're not happy with what I brought you?"

Blair looked down then at the dress Serena had handed her and examined it. She had to admit it was cute, black, strapless, with a touch of pink at the middle. It suited her, a little daring, a little flirty, but still not as crazy as the pink sparkly number Serena was slipping into. Tonight held promise in this dress, so without another word she slipped out of her "poof", and tried on a new persona.

"Those boys won't know what hit them." Serena forced Blair to twirl around for inspection, and Blair actually found herself giggling. Between the champagne and Serena's infectious mood, she was feeling better than she had in a while. She was seventeen, wearing a beautiful dress, and spending her first night in the hallowed halls of THE Bass penthouse, because that cannot be emphasized enough, she decided. Years from now she would tell this story, at a charity brunch when she and all the girls she grew up with were pretending for a good cause, she would let it slip that she spent her seventeenth birthday in the Bass penthouse. Their mouths would drop, and they'd seem a little scandalized, but it would be a victory for Blair Waldorf and she knew it.

"Ready?" Serena asked as she stuffed their dresses back into the bag and shoved the bag beneath the sink. Blair wanted to protest, but something stopped her. Not tonight, she told herself and just nodded. "Good." Serena linked arms with her, and they walked back out into the foyer.

A dull beat of music thrummed through the air, and without assistance Serena guided them into one of the back rooms of the penthouse. Blair tried to take in every detail as she went, but Serena was in a hurry and most of it was a blur. They stopped at the fully stocked bar, and Serena moved away from Blair to launch herself into the arms of a vaguely familiar boy.

"Carter!" Serena squealed in that patent Serena van der Woodsen way, and the boy with the light brown hair, and deep blue eyes smiled back at her and lifted her into his arms effortlessly.

"I was wondering if you'd forgotten," he murmured, and Blair had to admit he had a nice voice. She knew who he was now. Carter Baizen. Wild party boy extraordinaire who abandoned his family a few years back to see the world, and then like all little lost UES boys came home with his head down and his hands out. The money would always be the glue that kept them together. Blair knew that better than most.

"Never." Serena assured him dramatically and laid a loud kiss right on his lips, before disentangling herself and reaching for Blair. "Carter, this is my best friend in the entire world, Blair Waldorf."

Carter smiled at her. "Waldorf. I've heard of you." That was all he said as he assessed her, his eyes starting at the bottom and working their way up. Blair wanted to smack him, or protest the way his eyes were traveling up her body, but when she looked to Serena for a similar reaction Serena just smiled and shrugged.

"Carter Baizen. I've heard of you." She returned, and stared him directly in the eyes when he finally made his way to her face. He stared at her another moment before a smirk broke out across his nearly perfect features, and he wrapped his arm around Serena's shoulders.

"I like her." He said to Serena, and Serena just giggled, obviously amused by him.

"Fantastic," Blair mumbled under her breath, some of her earlier confidence fading. He might be nice to look at, but there was just a bit too much arrogance there for her to be completely comfortable.

"Where is everyone else?" Serena asked, and broke the tension.

"Follow me, my ladies." Carter let Serena go, and she fell back to hold onto Blair once again, as they traveled through a few more impeccably decorated rooms until they made it into the den of debauchery as Blair would later call it.

This room was not like all the others. There wasn't one trace of felinity in it. Instead it centered around the multiple flat screens plastered against the falls and the odd paintings that filled up the rest of the free space. There were couches, and chairs, all exotic and foreign looking, and in the middle of the room was a table that seemed to hold every kind of drug imaginable. Smoke wafted through the air, and Blair was tempted to hold her breath and run in the other direction. The only thing that kept it from looking like a lair from hell, was the open balcony doors, that thankfully were sucking away most of the sweet, tangy smell coming from the drugs that were no doubt being smoked. And there in the middle of all of it was the boy that Blair had been thinking about since she was fifteen years old, Chuck Bass himself.

He still looked lonely, but perhaps a bit happier with a voluptuous redhead perched on his lap, and a blond practically sitting at his feet. Blair turned away from them quickly, and briefly caught sight of Carter whispering in Serena's ear before he headed over to an unoccupied couch, a glass of liquor in his hand.

"Serena," Blair kept her voice low so she couldn't be heard, "I think we should leave now."

"Blair," Serena's voice turned impatient like she was speaking to a child. "Let go for one night. Have some fun. I promise I'll take care of you. I'll be your designated driver." Serena laughed at this, but Blair didn't find it funny. "Come on, it's your birthday B, live a little… don't you ever get bored of being perfect?"

"I'm not perfect." Blair snapped, and glanced around the room quickly to make sure no one was watching them. Thankfully, there were enough alcohol and drugs to keep the other partygoers occupied. "I'm just… I don't do drugs." She told Serena very primly, and folded her hands behind her back. Her mother's party seemed a bit more appealing now.

Serena giggled. "It's just a little pot. Carter promised me they would keep it clean tonight. I know how you are." Blair really hated the way Serena said that, but she kept her mouth shut because she could see her friend was trying. "You should try a little B, it might relax you. I'm sure Nate could hook you up. He's perpetually stoned."

"Nate?" Blair repeated. Serena seemed so at ease in this scene, and Blair wondered when that happened. When had Serena found an adventurous life with Carter Baizen and Nate Archibald, and apparently Chuck Bass, that Blair new nothing about.

"Natey," Serena giggled his name, and then glanced around the room in search of him. "There!" She pointed out a beautiful boy with light blue eyes and a sparkling smile who was lighting up just outside the balcony doors, a few other good looking boys crowding around him ready to share. "I'll introduce you. He'd be perfect for you Blair. He's staying in the city now because his grandfather wants him to start the political machine." Serena laughed at this.

"I'm not interested," Blair told her quickly, afraid that Serena would meddle and try to match make. While Nate was attractive, and his pedigree would make even her mother jump in delight, Blair wasn't interested. She'd heard enough stories about his womanizing to know that he was not a good prospect for future matrimony. And Blair had been taught since birth that you didn't look for boyfriends, you found husbands.

"Oh, fine." Serena pouted a little, and glanced back at him once more, before refocusing on Blair. "Who do you want then? Look around, B. I made Carter invite all the eligible bachelors here for you to choose from. Nate has a cute cousin Trip, but he might have a girlfriend I can't remember. And then there is Carter, but you should know I've slept with him." Blair made a face. "Okay, Carter is out. He seemed to like you though."

"No, Serena." Blair shook her head.

"Fine, fine." She sighed and scanned the room again. "There's Dan Humphrey. He's new money, but your mother is a fan of his mother's art and his dad is a rock star so that has to give him some credibility, right."

Blair took a good look at Dan Humphrey and frowned. She'd met him once before at an art gala, and they had immediately clashed. She couldn't even believe he would be here hanging out with these people, he seemed to disdain them so. But then money changed everything she supposed, even the righteous fell prey to its tricks eventually.

"Come on, Blair. Don't you want to kiss a boy tonight. Forget all the crap about finding a suitable husband. Just find a suitable playmate. You're seventeen and you've never-" Blair reached out quickly and put her hand over Serena's mouth. "Never been in love." Serena finished when Blair removed her hand.

"And you've been in love too much," Blair shot back, growing more and more annoyed. She had no idea Serena had assembled a meat market for her. How ridiculous, and embarrassing. She should have gone with her first instinct about this evening. "I don't kiss strangers."

"Then I'll introduce you," Serena persevered. "Come on, they're hot, they're rich, and you need to get a little wild. You're life is boring, Blair. Don't deny it. You just keep getting more and more unhappy, and I can't stand it anymore. Blair's brooding days are over. Pick a boy or I'll pick for you." Serena demanded.

"You're ridiculous." Blair scoffed, and forced herself not to look in the direction she really wanted to. She wondered if Chuck Bass and his little harem had already found themselves a private room, or God forbid were going at it right there on that black leather couch. She couldn't stop herself from glancing over, and when she did she was surprised to find him alone, laying back against the couch with his eyes closed, and an odd expression on his face.

Serena followed where Blair was looking, and gasped. "No, Blair!"

Blair turned back to Serena quickly, curious as to what the problem was now. Serena was practically pouting, and Blair thought that should be her role since Serena had dragged her into this thing unwillingly.

"What?" Blair questioned confused.

"Not him," Serena whispered, and pulled Blair a little bit farther back from everyone else. She leaned in close, as if imparting critical information and Blair's heart sped up a little. "He's bad. He's very bad. You can't. I can't let you." Serena shook her head again.

"You're not making any sense, and I have no idea what you're talking about. Who is bad?" Blair had a feeling she knew exactly who Serena was talking about, but she still wasn't going to voice that out loud. Blair's little fascination was hers alone, and she wasn't even going to share it with Serena. It was too embarrassing, and Blair didn't do embarrassment well. She got blotchy.

"Him." Serena wouldn't say his name, but she pulled Blair around until they were both looking in Chuck Bass's direction. He was still lounged back against the couch, his legs outstretched before him and resting on an oddly shaped glass table before him. Blair imagined he must have picked it up on his travels, and just the thought of that excited her. He had seen the world, done things she'd only ever imagined.

"Him," Blair pulled herself together, and forced all thoughts of Charles Bass out of her head. "Serena, I've never met him. I don't even know who he is. What I do know is that I don't appreciate you bringing me up here like chattel you're trying to sell off. I hope you didn't tell anyone what you were planning."

"Of course not, Blair." Serena assured her. "I just told Carter it was your birthday and I wanted to give you a good time. He took care of the rest. I didn't even know, you know who would be here, he's never in the country."

"Oh, for God's sake, Serena," Blair was getting irritated, "can you please just say his name."

"It might conjure the devil," Serena mumbled under her breath, and Blair couldn't stop herself from laughing.

Serena laughed then too, and a few people turned in their direction. One of those people was Chuck Bass, and for a minute Blair's gaze collided with his. It felt like all the air got sucked out of the room, and then whooshed back in at the same time, nearly socking Blair in the chest. She'd heard you could faint from shock, but she'd never imagined you could pass out from someone looking at you. He had the darkest brown eyes though, nearly black pools actually, and she could feel herself being sucked in deep. They were bottomless, and the look in them terrified her. Before she could force herself to look away, Serena grabbed her arm and pulled her into the deserted room they'd walked in through before.

"He's trouble, Blair." Serena had never looked more serious, but for some reason all Blair wanted to do was laugh, and say so what. So what if he's trouble. So what if he's as bad as they say he is. He's beautiful, and he's seen the world, and he's everything I'll never be. Blair wanted to say all of that to her best friend, and somehow make her understand, but she couldn't find the words, and she wasn't ready to share that piece of her soul.

"I thought you liked trouble, S." Blair volleyed back, eager to step back into the room and see what Chuck Bass was doing then. Had she imagined him staring back at her. She sighed to herself, it was possible. Never let it be said that Blair Waldorf didn't have a very active imagination, she did.

"I like fun trouble." Serena returned, a worried scowl on her face. It was unusual to see Serena van der Woodsen anything but bubbly, but her mood had definitely taken a nose dive.

"And he's not?" Blair knew she shouldn't push this. If she let the conversation go much further Serena would truly become suspicious, and she could very well figure out that Blair was slightly obsessed with the dark haired, dark eyed, wanderer in the other room. Blair would rather die than have that happen.

"No," Serena shook her head. "He's something else entirely. Promise me you're not going to…" Serena couldn't even finish her thought, she just shot Blair an imploring look, begging her to agree.

Blair pulled herself together quickly, and plastered a fake smile on her lips. "Of course not, Serena." She made sure it sounded like the very idea was repulsive to her, and relief flooded Serena's face. "I would never in a million years like Chuck Bass."

"I'm heartbroken." A smooth seductive voice sounded behind Blair, and she closed her eyes saying a silent prayer that it wasn't who it had to be. She'd never had an actual conversation with him, but she'd eavesdropped on his conversations enough to recognize that voice. It still sent a thrill down her spine to hear him, but there was also fear and trepidation there now as well. She'd just insulted him in his own home, and the worst part was that she didn't mean a word of it. Of course she liked him, she'd liked him since she was fifteen and first laid eyes on his darkly handsome face.

"You have a heart?" Serena jumped in with a flirty smile, and a light laugh that she always used to diffuse uncomfortable situations. Blair mouthed a silent 'thank you' to Serena before forcing herself to turn around, and meet Chuck Bass head on. His eyes were the first thing that sucked her in, and for a minute she truly thought she was going to stop breathing.

He was hypnotic.

"You've wounded me van der Woodsen." He sent her a brittle smile, and Serena tried to keep up her flirty façade, but it was crumbling quickly. For whatever reason, Chuck Bass, intimidated Serena, and Blair could tell she was searching for the exits already.

"Oh, I'm sure you're made of tougher stuff than that, Bass." She glanced behind him, and a bright beautiful smile morphed over her features. "Natey!" She called out to the gorgeous Vanderbilt heir, and swished past Chuck as quickly as she could to get to her old friend. Blair opened her mouth to protest being left all alone with a boy she'd never even been properly introduced to, but Serena was long gone.

"Shut your mouth, Sweetheart. The look doesn't suit you." There was an edge to his voice that shocked Blair back to reality, and her attention snapped back to him. His clothes were wrinkled, his hair messy. In truth he looked completely unkempt, but he also looked like the sexiest man she'd ever seen, and that scared her. She did as he said, but still couldn't offer a proper response. She couldn't even manage, a "Hello, my name is Blair."

He walked past her, and his movements reminded her of a Panther. He was graceful in his own way, but there was also the sense that he was stalking his prey. Currently, his prey, was the bar, and he reached for a bottle of Scotch to fill up his empty glass. Blair observed him silently, hoping he didn't catch her staring, but unable to actually turn away from him. Besides, she felt it would put her at a distinct disadvantage if she turned her back on him. He was someone who had to be watched at all times, and even then if he sprang, she wasn't sure what she could do.

Words had always come easy for Blair, but not tonight, not with him. He'd not only robbed her of breath it seemed, but some of her mental capabilities as well. She probably resembled a helpless little guppy to him, and later he would laugh about her with all his worldly friends. The thought made her cringe, and want to go hide in his big beautiful bathroom again. She wanted her ball gown back, and the pins in her hair. She didn't know who she was standing in her little black dress, her hair falling down her naked shoulders. This wasn't her, none of this.

He finished pouring himself a drink, and then promptly drank it down in a thirsty gulp. He refilled his glass again without looking over at her. She could have been a statue for all Chuck Bass cared. He'd already forgotten she was in the room. Blair folded her hands before her, and forced herself to look away from him at the bar. Serena had deserted her, but she was Blair Waldorf, Queen B as they all called her, and she could salvage this night. Maybe if she just tiptoed out of the room, he'd forget the encounter all together and she could never revisit this humiliation again. Serena, of course, would be getting an earful for abandoning her later.

"Here." Blair was shocked to look up and find Chuck Bass standing right in front of her, holding out his half full glass of Scotch for her to take. She stared at it blankly for a minute, but then thankfully came to her senses and grabbed it from him. "Drink." He ordered as he stalked past her, and dropped down onto an antique arm chair that Blair had admired earlier.

Blair looked down into the swirling liquid, and tried not to grimace. She hated Scotch, but to refuse him would be another insult, and she'd already embarrassed herself enough. She pulled the glass to her lips slowly, and sipped at the bitter liquor. One sip, two sips, and then she finally lowered it again. She glanced at where he was sitting and found him watching her again, an impenetrable expression on his face. He probably thought she was a complete joke, but what could she do about that now.

"Come sit down." He patted the small space beside him, but Blair didn't move. She just watched him warily, trying to figure out what was going on in his head. "Come." His eyes met hers dead on, and he refused to drop his gaze. The sucking and whooshing started up again, and Blair decided to sit just so she didn't faint.

He didn't move over to accommodate her, so when she sat their thighs were pressed up against each other, and her dress spilled over his pants leg. Black on black. It should have looked funny, but it didn't. Instead, it looked right, and that thought made a warm heat spread down Blair's neck. She'd kissed boys before, but they were only boys, and she knew right from the first moment she'd seen Chuck Bass he'd never been a boy. He'd been born with this power and confidence that she so desperately craved for herself. It was what her mother had, but her father lacked, what she herself could never hope to attain. Chuck Bass made it all seem effortless though, and she envied him for that. They came from the same world, but some part of her knew even then they were light years apart.

He grabbed his glass of Scotch back from her, and threw back his head as he finished it off. She watched his throat muscles ripple as he swallowed, and her blush turned hotter until she made herself look away from him. She heard, rather than saw, him place the glass on the plushly carpeted floor, and then there was complete silence again. She wondered if he was watching her. She wondered when he would get bored with her company and head back into the other room to find that redhead or the blond from earlier. They obviously knew how to deal with men like Chuck Bass. Blair had always thought she did, but tonight she realized how sorely wrong she was.

She felt the material of her dress rustle against her bare legs, and she turned back to find him rubbing the dress through his fingers. It seemed like an absent minded gesture, but it made Blair's heart speed up all the same. If he had been a boy from St. Judes she would have shooed his hand away and primly told him not to wrinkle her dress. But he wasn't, and the thought of smacking Chuck Bass's hand made her want to break out in hives. He dropped her dress and it laid down against his pants again, just like before, but this time it looked more violated. It should have distressed her, but instead that same warm feeling from earlier crept back, and she had to stop herself from sighing.

She decided she only needed just a few more minutes of companionable silence with Chuck Bass to be content. Just a little more of this intoxicating feeling, and her seventeenth birthday would never be forgotten. In truth, she knew this was a story she would never tell those women at that far off charity mixer. She would never share this with Serena either. It wasn't even something she could describe to herself. It just was, a moment in time, when they existed in the same place, and he actually knew she was alive. A moment where she actually felt like she was a living participant in her life, and not just a life sized doll her mother ordered around.

Chuck laid his head back against the edge of the arm chair and closed his eyes again, just like she'd seen him do earlier. Blair watched him silently, tracing and then retracing all the little imperfections on his face. He had a tiny scar right on the edge of his right eyebrow and she yearned to reach out and run her fingertips over it. She instead clasped them tightly in her lap. He stayed like that for quite a while, and slowly Blair began to relax as well. Her dress was still laying against his legs, and their thighs were pressed together so tightly that she could feel the heat from his body seeping into hers. For a minute it seemed like she was absorbing his life force, and a heady feeling filled her heart. She smiled, because she couldn't stop herself. And then in the only act of defiance she could come up with, she kicked off her shoes, and let her toes rub against the amazing plush carpeting Evelyn Bass had no doubt picked out. Her bare foot edged towards his sock encased one, and she lightly bumped him. She waited for him to open his eyes, or move his foot, but he just stayed perfectly still instead.

Blair's heart was going so fast now she was sure it would bust out of her chest at any moment. Could he hear it? Did she even care at this point. She stared down at where their feet met on the floor. His black socks against her, perfectly pedicured pale foot. Her toes were painted with a shimmery lavender to match her gown from earlier, and the contrast with his black foot was glaring, but also captivating. She couldn't look away and she didn't want to. The fact that she was very nearly playing footsy with Chuck Bass didn't escape her, even if he didn't know it was happening.

This kind of perfection couldn't last for very long, and Blair was brought back to reality when he let out a tired sigh and opened his eyes. Blair quickly moved her foot away from his, but she couldn't stop herself from meeting his gaze. She could see all his secrets churning in his eyes, but she was way too terrified to even try to tap the surface. He continued to stare at her for what seemed like forever, but was actually only a few seconds. Blair stared back, because there was nothing else she could do.

"Happy Birthday," he whispered. His voice was soft and gravelly, and it echoed all around them in the deserted room. Blair blinked in response, and opened her mouth to respond, but the smile that flitted across his face ever so briefly stopped her. Whoosh. There he went again, stealing all her air.

He rose from the chair beside her, and her dress fell back onto her own lap. It looked lonely and bereft there, exactly how Blair felt. She looked up to watch him leave, and found him hovering over her. His eyes had the faraway look in them again, and she wanted more than anything to ask him what he was thinking. He didn't give her the chance though. He leaned in quickly, and placed a chaste kiss upon her cheek, before running his finger through a lock of her hair, and then disappearing again.

"Thank you," Blair whispered once he was finally gone.

She sat there for a few more minutes before Serena reappeared, her face flushed, and an excited look in her eyes. "There you are." She acted like she'd just misplaced Blair, but Blair was too stunned to yell at her about her earlier abandonment. "Nate wants to make a late night run to Pinkberry and I said we would come. You're up for it right?"

Blair wanted to tell her no, that she was never leaving this place, never leaving Chuck Bass. He had a hold on her now, and her addiction was growing. She couldn't get the words out though, and Serena took her silence for acceptance of this plan. Before Blair knew what was happening, Serena had grabbed her arm, and was pulling her towards the elevator as she called out her goodbyes to a few people still at the party.

Nate Archibald materialized beside them, and Blair briefly glanced at him. It disturbed her how perfect looking he was. His hair, his eyes, even that dopey smile that mirrored the one Serena always wore, was perfect. She now understood completely how all these seemingly smart girls fell in love with him. And looking at him, with all his innocence and exuberance for frozen yoghurt of all things, she even kind of believed that he didn't mean to break all the hearts that he did. He couldn't help it, just like Serena.

They hopped in a cab and headed to the nearest Pinkberry. Nate paid, and he and Serena giggled about some wild incident in a fountain a few years back that Blair had never previously heard about. She smiled, and laughed along with them, and tried to forget that haunting man that she'd shared her life with for a few precious moments earlier in the evening. Serena and Nate didn't seem to notice the far off look in her eyes, and for that she was grateful. Her seventeenth birthday ended with a kiss on the forehead from Nate Archibald, and one on the lips from Serena van der Woodsen. But years later, when she was old and gray, and thought about this night, she knew she wouldn't remember that. She would remember an antique arm chair, Scotch, black socks, lavender toes, and plush carpeting. She would remember his lips, and his hair, and the way her dress looked spread across his legs. She would remember it all, just like she knew she'd remember every moment she ever got to spend with him.