He entered the penthouse looking for her. She was pissed and he knew it. This had been the third time that month that she had caught him with another girl. It wasn't that he didn't love her; because he did, he was sure of it. She was the only thing that really matter to him. It was just that when it came to commitment, he could never quite get it right. Maybe it was because he really was an asshole, or maybe it was because it was just too hard for him to completely change, or maybe he was just scared of his feelings for her.

It didn't matter what his reasoning was, he had hurt her yet again, and he wasn't sure if he could fix it this time.

He found her in their bedroom with suitcases out and all her drawers pulled open. She was sitting on the edge of the bed holding one of her slips in her hands. She still had the tear tracks on her cheeks and when he looked closer, he saw that the slip she was holding was the slip; the one from the night at Victrola. She had always kept it. She liked to break it out for 'special occasions.'

Before he could say anything she began to speak softly, "Do you still remember that night?"

She was still looking down at the slip, fingering it softly. Her voice was so calm and quiet; it had caught him off guard. "Blair-"

"Do you remember how we didn't have a care in the world?" She continued as if he hadn't even spoken.

"We were just kids, Blair. We got caught up in the moment and never looked back."

She finally looked up at him questioningly, "So, what? Was it a mistake?"

He took a step further into the room, "That's not what I meant and you know it. Every second from that night is seared in my mind. I remember how you smiled, how you moved when you were on stage, how you smelled when I held you, how your voice sounded when you whispered in my ear. I remember it all. I remember how we tried to savor that night, thinking it would never happen again. I remember trying to stay awake so that it would never end; so that I would never have to let you go. I remember thinking about what it would be like to hold you forever."

She snorted and looked back down at the garment in her hands before looking back at him sadly, "Whatever happened to the guy from that night, Chuck? Do you remember him at all?"

He took another tentative step forward, as she rose to her feet and dropped the slip to the ground, "Were you lying that night? Or any of the nights since then? Did you ever care about me?"

He reached towards her as he spoke, but she took a step back, "I didn't lie to you, Blair. I could never lie to you about that. Didn't I tell you I loved you? I meant it; I still mean it. Every single time I say it, I mean it."

She shook her head as a few tears rolled down her face, "God, Chuck, I don't even know what to do anymore. I need you so much, and it seems like all you want to do is leave me and all we have behind."

He sighed and ran his hand through his hair. He didn't know what to say to her. She was right. It did seem like he wanted to end things with her. But in reality he didn't want to lose her. He didn't know why he kept making mistakes and he didn't want to make them anymore. He didn't want to hurt her again. She was the only thing he cared about, he just didn't know what to say or do to prove that to her. So instead, he did what he always did and turned to walk out of the room and go get a drink.

"Why won't you talk to me?" He stopped at the doorway when he heard her voice, "I'm right here, trying to make this work. I'm throwing myself at you; I have all my emotions out on the table, and all you can do is walk away. That's all you ever do, isn't it? Just leave when you screw up and things get tough. All I do is give and give and give, why can't you see how much I'm trying to make this work? Why can't you see where I'm coming from? Why can't you put in even a little effort? Don't you know how much I love you?"

He turned around to face her, "What do you want me to do, Blair? What do you want me to say to fix this?" He asked her bitterly.

"Tell me how long you've been going behind me back." Her voice cracked with emotion as she spoke. Her voice rose as she continued and she got angrier, "Tell me how many others there have been."

"Blair, I won't do that."

"Just tell me the truth, Bass!" She screamed in frustration.

"Why?" He snarled, "So I can watch everything I care about fall apart? So I can watch you break down even more?"

She sighed sadly, "Look, Chuck, I don't know if I can do this anymore."

He quickly moved forward and put a hand on her elbow as he tried to meet her eyes, "Blair, please, I don't want those sluts. They're all stupid mistakes. I want you. I want us to figure this out."

She pulled her arm out of his grasp and wiped away her tears before crossing her arms over her chest and looking at him, "I know you do; and God knows I do too; but I just don't know how to fix this."

"What can I do, Blair?" He pleaded, "Please tell me. I'll do anything."

She looked away again and shook her head in despair, "Chuck-"

"I'm sorry, okay? I know that's not enough, I know you don't care about my lame apology; but I am so sorry."

"You're sorry?" She spat at him, "So what, Chuck? After everything you've done, that's all you have to say? You're sorry? I don't care that you're sorry. I don't give a fuck. Sorry doesn't fix anything. It doesn't change the fact that you have been leaving me behind for easy sluts for who knows how long. It doesn't change the fact that you were never there for me; that you haven't been for a long time."

His eyes were wide with fear and he looked like he was on the verge of tears. They had fought before, and she had threatened to leave on numerous occasions, but it had never gotten this bad. It was different this time; he was losing her. "Blair," He tried once more to move closer to her, but she just pulled back and turned away from him. When he saw that she had made up her mind, he took a step back and gave in. "I never meant to do this. I'm sorry. I'm an idiot and I've fucked up the only good thing I've ever had. Before you leave, just know that it's only ever been you. Those other girls, they meant nothing, it was just me being a complete fool once again, trying to run away from my emotions. But you and me, Waldorf, that was real. Ever since that night at Victrola, you're the only one I've wanted. You're the only one I'll ever ask for. You're the only one I'll ever truly desire."

He walked to the door before turning one last time. She was still facing away from him, but he still soaked in the sight of her. He wasn't sure when or if he would see her again. "I love you, Blair. I always will."

After he spoke, she heard him walk out. Only when she heard the bell signaling the arrival of the elevator and she was sure he was gone did she finally break down. She curled up on their bed and sobbed, clutching at his pillow and inhaling his scent. She didn't want to leave; but he had given her no choice. She couldn't continue to sit back and let him hut her; she didn't know if her heart could take the abuse anymore.

But that didn't mean ending it didn't hurt. Seeing him beg for her forgiveness and plead for her to give them another chance had nearly broken her. She had never seen him so lost or hurt; not since his father's death. She loved him, she probably always would, and she was pretty sure he really did love her too, but she couldn't be with him while he continued to act like he didn't give a shit. She had given him plenty of chances, but he had not been able to show her that he cared.

……………………………………………..

A few hours later she had finally worked up the strength to begin packing some of her things. She still had tears in her eyes as she was sorting through her closet, trying to figure out what she needed to take now and what she would have Dorota pick up later. She was just beginning to go through her jewelry (most of which had come from him) when her phone began ringing.

She wiped away her tears and cleared her throat before answering in her typical condescending voice, "Hello?"

"Ms. Waldorf," an unfamiliar male voice answered, "Hi, this is Andrew from the Palace Hotel. We have a slight issue here. Mr. Bass is currently at the bar and he is quite intoxicated. If it was anyone else, I'd just have them thrown out, but since he is the owner…"

"I'll be right down there." She told him curtly. She told herself that she really shouldn't give a damn, but the poor man sounded so desperate.

"Thank you Ms. Waldorf," the man said in relief. "I really appreciate your help."

She hung up the phone and got her purse and her coat. As she stepped into the elevator, she kept reminding herself, she was only going to help out the staff at the Palace. She remembered how Chuck could be a real bitch when he was depressed and drunk. She wasn't going to see him; she couldn't be going to see him. Even if he was upset and vulnerable, even if she did still love him; she was supposed to stay away from him. She repeated to herself over and over that this was just to help out poor Andrew as she exited the elevator and got into the waiting limo.

………………………………………..

When she arrived at the Palace bar, she noticed him immediately. He was sitting hunched over at the bar with a scotch in his hand, his hair all messed up and in his face, and his head resting on the counter. He looked like hell, and the bartender looked scared shitless. The man should have cut him off over an hour ago, but he was the boss, and the bartender didn't want to lose his job.

She walked right up behind him and cleared her throat. He lifted his head and made a move to turn around but ended up losing his balance. She quickly reached forward and steadied him before he fell of the stool, "Watch yourself, Bass."

He leaned forward until his forehead rested on the bar again. Then he turned his head slightly to look at her, "Why are you here, Waldorf? I thought you were done with me." He slurred.

"I am. But your staff called me in a panic, asking me to get your drunk-ass home." She snapped as she began to pull him to his feet, "Now come on, the limo is waiting outside."

He stumbled a bit and leaned against her. She wrapped her arm around his waist and put his arm over her shoulder. As she began to lead him outside, his head rolled to the side so it was almost touching hers, "I asked for you."

"What are you mumbling about, Bass?"

"I told them I wanted you. I asked for you, over and over. And you came. You always come."

"Yeah, well someone has to be reliable around here." She said with a roll of her eyes as she guided him into the limo. When she got in and shut the door she tried to keep some distance from him, but he was too wasted and could barely keep himself upright without some support. His head was resting against the back of the seat as he looked over at her, "I didn't lie; I only asked for you. I only want you."

She had a faint smile on her face as he shifted and rested his head on her shoulder. Before she could stop herself, she was pulling him closer and threading her fingers through his hair. "I know, Chuck, I know."

………………………………………

A/N: This is kind of different from how the show is going, but I've actually had this idea since before the season started. And let's be honest, as much as I love Chuck and Blair together, they need a little drama, this season they have been a little to fake/bland. I don't know, maybe it's just me.

Anyways, this is based off "Another Heart Calls" by All American Rejects featuring the Pierces (who performed in "Hi, Society"). Listen to it. It's really good. And review. I would love that. Thanks!