AN: This takes place after 2.19 more or less, and the whole Carter/Serena with the William debacle never happens.

When Serena and Chuck (why should they care anyways? She slept with Nate while he was Blair's, and he, well what hasn't Chuck Bass done to her?) run him out of town his only regret is leaving the tiny brunette with broken dreams who fucked like a tease. He's not quite sure why he can't seem to get the taste of Blair Waldorf out of his head. He's even more disgusted with the fact that he doesn't care. It is with startling clarity that he finally understands Nate and Chuck's infatuation with this girl.

He shakes his head to clear his thoughts because he's Carter fucking Baizen and orders another drink, all while eyeing the blonde in minuscule green shorts and a smaller top. Blair would never approve, and the thought urges him on as he snakes an arm around her waist, repeating words he doesn't mean.

"Hello Beautiful"

He's not quite sure what compels him to periodically check Gossip Girl, as if watching her life from afar would allow him to go back to being Carter Baizen and not like this whipped boy who's in love with a girl he fucked for exactly three days.

Carter watches her from afar, as she forgoes Yale for NYU, goes shopping with Serena, dates boys who don't compare, and breaks up (and makes-up) with Chuck Bass countless times.

He's halfway through exploring (the girls of) Australia when news of Bass' latest mistake reaches his ears (or rather, eyes). He vaguely remembers the scrawny blonde with too much eyeliner, wondering how Bass could give up Blair for the girl from Brooklyn.

He's booking the next ticket to New York (Serena be damned), his thoughts as jumbled as the suitcases he hurriedly assembles. Carter doesn't know exactly what he's doing, but half the shit he did never made sense, so why start now?

She's in Paris, (they probably passed each other in the airport, chances missed like the clouds rolling outside his window) and he soon learns of Chuck's ahem, unfortunate, situation in Prague. He hopes to God she won't go crying at his bedside (the doctors said he'd be fine anyways. What's a flesh wound compared to his broken heart?), nevertheless he rips up his ticket to Paris. Maybe he'll stay here for a while, prove to his father he's not that worthless, and maybe get a few more thousands in his account.

On the way to his father's office, his face shaven, dressed in an impeccable Armani suit, he notes a boy, not unlike Nate, with blonde hair and green eyes sipping a coffee obliviously while hordes of girls stare at him (exactly like Nate).

He recalls Blair's obsession with Prince Charming, and it is with that he decides to ask his father for a job. Maybe, just maybe, if Blair comes back without Bass hanging on her arm he could impress her with his newly discovered ambition.

His father agrees easily enough, pleased by his son's sudden ambition to do something other than explore the world. He provides his son with a penthouse apartment, a grey BMW, and a job many others would work years to achieve.

Carter charms his associates easily, his father's influence, his own ambition, (not to mention business acumen-he did pick something up traveling all those years) and charming smile helping him along.

He is finally flourishing in this hostile New York environment when Blair and Serena arrive home from Paris at the end of the summer, sporting matching tans and pulling along Louis Vuitton luggage without a care in the world. Chuck returns two days later, healed, though he lacks the confidence he once commandeered.

Carter grins, because his girl must have done something to make that Bass scowl at every smile and drown himself in scotch. Still, he bides his time, and doesn't see her until October, at a business dinner no less.

She wears a backless navy dress, and his fingers ache to tangle themselves in the curls cascading down her back. She smiles and chats with ease, but her breath hitches when she catches sight of him, scotch in hand, hair combed back carefully and immaculate suit defining his broad shoulders (why yes, he's been spending more time at the gym).

"Hello Beautiful" he croons, and he's never meant as much as he does now.

She looks him up and down, before reluctantly admitting, "You look good" her voice scathing.

"As do you, a summer in Paris certainly agrees with you"

She raises an eyebrow, "Keeping tabs on me, Carter?"

He smiles, not offering up a response.

She narrows her eyes, "And what's this I hear? You're a changed man?"

"Keeping tabs on me, Waldorf?"

"Never" she retorts, turning around with a huff, her Manolos stomping away.

She appears at his apartment later that night, and he doesn't question her as she kisses him roughly while yanking the pins out of her hair. She still hasn't forgotten that he has left her before, so she is careful with her heart this time.

She's never looked more beautiful, he wants to tell her, as she lays below him, moaning and making those breathy little sighs (he never forgot) her curls spilling across his pillow, her eyes closed.

They begin in the same vein they left off, with few words exchanged, many nights spent together. They don't discuss his abrupt departure, but he does tell her about Santorini. He received a slap and a kiss, and spent two days trying to figure her out in his head.

They don't hold hands in public, and he doesn't surprise her at Columbia with flowers. Blair doesn't text him incessantly and he hates to admit it, but every time his phone vibrates he hopes to see her name flash across the screen.

He doesn't question what they are and neither does she. They simply enjoy each other's company because they know this can't last.

They're two months into their relationship (he's not quite sure he can even call it that), when Chuck Bass decides to throw his heart into the ring (Carter's sure it's because Blair's glowing and happy and it's because of him damnit, because he pieced her back together one by one). He sends her peonies, offers speeches of love and regret, and holds her so tenderly it makes her heart break in two.

Carter doesn't need to see anymore as he watches Chuck kiss her in the rain in front of her apartment like a fucking movie (him and Blair never had these moments).

When she opens her eyes, Blair will look past the boy in front of her and note a grey BMW speeding off into the bright lights of Manhattan, and her heart will bleed but she will simply turn to Chuck and kiss him again.

Blair sighs as she taps out a rhythm across Chuck's chest, his arm wrapped protectively around her, her curls pillowed on his chest. His regular breaths against her hair calm her, but her thoughts are knotted and twisted-What will Carter think?.

She hasn't forgiven Chuck yet (sleeping with Jenny Humphrey is not so easily forgiven), but as she traces the scar of the bullet wound she can't help but feel sorry for him.

But being in Chuck's arms is entirely different than being nestled in Carter's. She can't tell you which she'd prefer, but she doesn't need much of an imagination to know where Carter is. She doesn't blame him, she knows they haven't defined the terms of their relationship.

She sighs again, because having sex with Chuck is only going further to complicate things. She doesn't love this boy anymore, she's sure of that much. Her summer in Paris not only cemented her and Serena's relationship, but allowed her to find something uniquely Blair. She's not ready to give that up yet, not for Carter, nor for Chuck.

He unconsciously tugs her closer, pressing a kiss to her hair, and she smiles despite herself and allows herself a moment of peace in Chuck's arms.

Nevertheless, in the morning she is gone, leaving behind the faint scent of Chanel and a note.

We're not good for each other. We deserve to be happy.

When Carter wakes up the next morning, his head is pounding like it hasn't in a while, his phone is filled with messages from his father, wanting to know where the fuck he was, and why he'd missed a crucial 9am meeting.

He prepares himself to face another day as last night's images run rampant in his mind. He rushes to find Alexis (or was it Allie?), but discovers that she is in the shower. He ignores her pathetic shower sex remark, and goes into his kitchen to find Blair Waldorf sitting at the bar, her legs crossed at the ankle.

They stare at each other for what seems like an eternity, before Alexis tumbles out of the bathroom, clad in a bathrobe. In the light of the day he can see how her bright red hair and freckled complexion pale in comparison to Blair's mahogany curls and flawless complexion.

She stares at Blair in surprise, and he half expects Blair to storm out, but her only response is "Out, whore".

Alexis requires no further instructions, and under Blair's harsh glare she hurriedly dresses and is out the apartment without a second glance.

"You didn't have to call her a whore" he murmurs, not sure of what he's saying because he certainly believed the girl a whore.

Her eyes, thank God, stay dry, but her hand connects with his cheek and he stares at her in shock, surprise, and anger rolled into one.

"You fucking slept with Chuck Bass!"

His words surprise her, nevertheless she spits out "We never defined the terms of our relationship"

"Then you have no right to say who I can and cannot sleep with" He answers flatly.

"No," she whispers, "I don't"

She turns to leave, regretting ever coming here, but his hand closes over her tiny wrist.

"Why are you here Blair?"

"He wasn't you" She breathes, not looking him in the eye.

And that's all he needs to hear, and he presses his lips onto hers without thinking about anything else as he breathes in her scent (she doesn't smell like him, but of her lavender shower gel and vanilla shampoo, and for this he is glad).

She pulls away, because this feels wrong, wrong, wrong, but in the best way because she loves this boy in front of her, even if she's scared to admit it.

"I'm not this person anymore," she says quietly. And everything she's felt for the past two months tumbles out, and as she looks into his eyes and tells him she needs to find out who Blair Waldorf is (although she hates giving him the reason-I need to find myself. It sounds so Serena van der Woodsen) before anything else.

And he begs her to stay, because he needs this girl like he needs to breathe, and Carter Baizen never begs, but she kisses him on his cheek, and falls into his arms one last time, her tears silent against his bare chest.

She leaves behind the scent of vanilla, lavender and desperation behind as she closes his door softly and tries not to break down as she presses the button for the elevator.

Carter Baizen falls back into old habits, and his father accepts his temporary leave, frowning at his son in disappointment. This fuels him as he smirks at another brunette (still not her), and swallows his scotch. The next two weeks are spent in a daze of coke and alcohol and a revolving door of brunettes, blondes, redheads.

Chuck Bass gives him a black eye as he is leaving a bar. He smirks, because at least Bass hasn't got Blair. If he can't have her, at the very least Chuck can't have her either.

His forays are posted on Gossip Girl, along with a tearful and rather bitchy Blair at Columbia (NYU wasn't her place anyways), and a Bass in a situation too similar to his. It is a surprise to him when a blonde shows up at his apartment one morning, because he doesn't remember last night's girl being blonde.

Serena looks at her ex with a pitying look he can't stand, and she ushers the brunette out of his room with a little more grace than Blair had.

Serena shoves a coffee in his hand and pushes him into a shower, ignoring his lewd comments about her joining him. She sits on a velvet settee and silently berates Blair for leaving so many boys (Chuck, Nate, and now Carter) in this situation, but she doesn't mean it because she loves her tiny brunette best friend like she loves California sun and peach martinis.

Carter, slightly less unshaven and in a wrinkled shirt and pants flops into a couch across from Serena, running his hand through his hair and attempting to block out the sunlight.

"Blair send you?" he asks cruelly

"No." Serena replies. And they fall back into an easy pattern, talking about her and Dan and her and Nate, and how Blair was fucking glowing (see? He made her glow, not Bass) when she was with him.

"I loved her, you know" and Serena gasps, because not even she had pulled out an I-love-you from Carter, and she smiles slightly at her heartbreaker of a best friend.

"Tell her," Serena replies simply, because her world was so much simpler than theirs.

"I'm going to let her go" He replies unsteadily


"Because I love her" and he winces, because that sounded so unlike Carter Baizen. He needs a drink, he decides.

"Call your dad, go back to work. Show her what she's missing. I know Blair, and I love her, but she has a tendency of running away when she loves someone. Can you blame her? She admitted to loving Chuck and look what that got her"

"She loves me?" He asks, because he's sure the peroxide has gone to Serena's head.

"Not in so many words, but yes I can tell" She replies confidently.

He rolls his eyes and ushers her out, silently promising to himself that he will show Blair Waldorf what she is missing.

And he follows the blonde's instructions to a tee, calling his father once his hangover has subsided, and he has shaved and eaten his first proper meal in days. He is still determined to become Blair's Prince Charming.

They become friends, almost 7 months later. Blair forgives him for sleeping with the redhead (it was her fault anyways), and Carter no longer criticizes her about running back into Chuck's arms

She's not sure how they came to this, and neither is he, but it is somehow familiar and comforting at the same time. He picks her up when she gets too drunk, and she kisses him on the cheek easily. They attend galas and benefits together, but (and it is with great restraint) his hands never wander from her waist.

They date other people, and although Carter has to restrain himself for punching the boys who dared let their hands wander, and she shoots venomous glares at his dates, they come to a mutual understanding.

When they're done with pretending that they don't love each other, he decides he's going to do it right this time. He's going to take her out on dates and buy her peonies and jewellery from Tiffany's. He's going to watch cheesy movies with her and hold her hand and kiss her forehead.

All his well-thought out plans fall away as soon as she unzips her navy dress (he's always loved her in navy). And he groans as he pounds into her, filling her, stretching her, and gasping as she tightens around him in the most excruciatingly pleasurable way.

They fall asleep entwined, and both are secretly happy in the morning to find the other beside them.

He holds her hand, and buys her flowers, texts her while listening to some old geezer ramble about numbers and figures, and the only figure he can think about is hers.

They are blissfully happy, and he is almost scared because he knows all too well that good things come to an end.

She is in tears when she calls him, and he doesn't care for his whipped boyfriend status as he rushes to her side. She shows him the pregnancy test and he pales.

He may be changed but underneath it all he is still Carter fucking Baizen and he bolts soon after, fucking the first redhead in sight.

Serena hates him, and storms into his apartment in a flurry of blonde hair, yelling at him before slapping him and whispering "I thought you loved her".

And he wants to scream that he does, but he is more afraid of this baby than of the blonde's wrath. He may have a proper job and a closetful of immaculate suits, but beneath it all he is scared because he knows this baby will mean commitment and the end of carelessness.

He hadn't even begun to dip his toe into the pool of marriage, and the fucking baby is screwing up his carefully thought out plans.

A month later he is heading new projects in Europe, having told his father he had exhausted of New York. Arthur Baizen raises his eyebrow, clearly remembering a brunette his son was so hopelessly in love with. Cater hears of an abortion through whispered grapevines and he wants nothing more than to wake up in her arms, the past month a mere nightmare.

Instead, he makes out with more brunettes and drowns his sorrows in bottle after bottle. This time is different, because he is Carter Baizen and he will not let this girl and an unwanted pregnancy get the best of him.

He becomes more successful than ever, and is the toast of the town, easily wooing other society daughters. None of them are Blair, but if he closes his eyes he can pretend they are her.

This time is different, he repeats to himself, as he vows to distance himself from her.

It is six years before he sees her again. She is beautiful as ever, resplendent in purple silk, and he can't stop staring. She meets his eyes with a hard glare, turning her back to him.

He smiles into his champagne before winking at her blonde best friend. Serena rolls her eyes, before turning to Dan. When would those two ever learn?

He doesn't know what possesses him to stay in New York, and at the next benefit he finds her outside, and without thinking he slips his jacket onto her petite shoulders.

She breathes in his scent, and allows herself a moment to bask in memories before resuming her glare.

"Beautiful night" his voice is smooth, and she feels the cracks in her heart mend slightly at the word beautiful, even if it wasn't directed at her.

"Waldorf?" He asks, because he's never known Blair Waldorf to be this quiet, without a quip or scathing remark.

"It's Preston now, actually" she replies tonelessly.

It's a slap in the face, but he's glad it's Blair Preston instead of Blair Archibald, or God forbid, Blair Bass.

She sighs quietly, noticing the furrow of his brow, and clenches her left hand, which felt oddly light without the heavy diamond (she hated the weighty Asscher diamond). Surely if he looked in the society pages he would find news of her impending divorce.

As if on cue, he asks "Where's your husband?"

"Boston" she replies with a trace of mirth in her voice. "The divorce will be finalized next week"

"I'm sorry," he offers, though his eyes say otherwise

"You're not" she replies with a laugh, before handing his jacket back and re-entering the ballroom

Carter stares down at a little girl with brown curls (Dan) and navy blue eyes (Serena) and he has a sudden yearning for a little girl with chocolate brown curls, his hazel-green eyes, and pretty pink lips.

"Who are you?" The little girl asks suspiciously, her mind trying to connect the face to a name. She gasps quietly because she recognizes this man.

"I'm Carter. Can you please get your mother for me?"

She nods imperceptibly before bouncing to get Serena, who comes downstairs slightly frazzled. She stops at the sight of Carter in her foyer, before glaring at her daughter and telling her not to let strangers in.

"I know him Mommy" the little girl replies

Serena's look of confusion is not lost on the little girl, and Carter wonders how this girl, who is no more than four would know him.

"He's in those pictures that Aunt Blair has hidden away." Serena gasps, "Behind the Choos" the girl says expertly.

Serena sends her daughter to the kitchen, and the girl bounces away, happy at the prospect of milk and cookies.

"She keeps pictures of us?" He asks with a grin. Behind her Choos, no less.

Serena doesn't bother to answer him, re-tying her pale blue robe instead.

"What are you doing here Carter?" she asks, trying to infuse some of that famous Waldorf venom in her voice. But she is a Van der Woodsen and a Humphrey and she fails miserably, partly because she knows her best friend still yearns for this boy in front of her.

"I don't know" he answers honestly. He wants to kick himself for his blatantly honest remark, but Serena smiles at him slightly.

"I hear you're quite the catch back in England" she says slyly, because she doesn't have the strength to tell him to go away, and she knows that Carter and Blair will end up together eventually.

He laughs without humour, and asks her about her little girl. Serena sighs happily, launching into story after story about her darling Corinne.

When Dan arrives home later that night he raises an eyebrow at Carter, remembering past transgressions and the way he used to look at Blair. Carter merely nods at him before resuming coloring with Corinne.

Carter stays for dinner that night, and envies the way Dan looks at his wife and notices the admiration Corinne bestows upon her father. He is hit once again with 'what-ifs' and excuses himself to throw cold water on his face.

He moves back to New York permanently, and Blair, now a Waldorf once again, avoids him like the plague.

He has dinner with Dan, Serena, and Corinne once or twice a week, growing to adore the little girl. With the attention he lavishes on her, she adores him too, telling her Aunt Blair stories about how Uncle Carter would take her shopping for pretty dresses.

Corinne proudly shows off the navy headband in her hair, mentioning to anyone and everyone how Carter had picked it out for her especially. Blair grits her teeth and smiles at the little girl, though Serena knows the longing in her eyes is not for the bowed navy headband, but for a child of her own.

Fate must love them, for it is barely two months later when he finally sees Blair at the Humphreys.

He is despondent this week, having lost a major investor, but brightens slightly as he stands outside the Humphrey's door, holding a miniature headband in his hands. It is pink and purple, and he knows both Corinne and Blair would approve.

Carter is slightly shocked when the latter opens the door, but whether by cunning or pure forgetfulness, Serena and Dan hadn't mentioned they would be out of town this week, and the two are thrust into an extremely uncomfortable situation.

Blair doesn't seem to be able to formulate words, and Carter turns to leave, but not before Corinne spots him, demanding he stay. Blair, helpless to the little girl's charms, invites him in.

The three sit through an extremely uncomfortable dinner, Corinne babbling about her friends and her love of Blair's shoes, and she thanks Carter over and over for the headband.

Later that night, Corinne will beg for a story, and Carter will acquiesce as Blair watches them silently. He reads her fairytales, smiling slightly as he remembers trying to be Blair Waldorf's Prince Charming.

As she drifts off to sleep, her head of light brown curls resting against his arm, she states sleepily, "I like the way you look at her." Both he and Blair are caught off guard by this statement, and Corinne continues, "Mommy and Daddy look at each other that way, and so do Prince Charming and Cinderella. You look at Aunt Blair that way all the time. I think it's nice".

The little girl's mumbles get less coherent as he tucks her in and Blair leans over to kiss her on the forehead.

Later that night, the two will stare at each other over a bottle of wine, and Carter will say "She's right, you know"

"About?" she asks, but she already knows.

"The way I look at you" he whispers, his lips dangerously close to her ear. She stares at him with those big doe eyes, and blinks at the tears that threaten to spill over.

"We've changed" she whispers back.

He shakes his head slightly and meets her eyes, "You're still the same beautiful mess I met so long ago"

And that's all it takes and she's crying in his arms and he's kissing her forehead, her lips, her neck, and she has to stop because Corinne is upstairs, and the words too soon (he's always hated them) run through her mind.

They spend a perfect four days with Corinne. The little girl luxuriates in the attention the two bestow upon her, giggling as she holds their hands through Central Park.

Blair almost breaks down at the thought of their child holding their hands through Central Park. Carter has the same bout of 'what-ifs', but a plea from Corinne for ice cream cuts through their thoughts.

They will talk later that night, about the past six years; about their unborn child, about the photos behind Blair's Choos, and the picture in his wallet. They will sit together, knees touching, as she cries and his hand rubs soothing circles on her back.

It is three months later, at Corinne's birthday party, when they begin a tentative relationship. They do things right this time, covering up past lies and hurt with every dinner and movie.

Carter holds her as they watch Breakfast at Tiffany's for the hundredth time, and he can't think of anywhere else he'd rather be.

They burn away all the regret and pain with fiery kisses and his hands trace a line from her collarbone to the edge of her La Perlas.

He will look at her questioningly, and she will nod, her brown curls tumbling down her shoulders.

Later, as he thrusts into her and she kisses him with fervour, they will kick the past and hope it knocks all their fears away.

A short four months later will find Carter at Tiffany's (he's always nervous in this place, and he's not sure why) holding a brilliant princess-cut ring. He knows it's perfect, but he can't help but feel apprehensive as he gets down on one knee.

She is in his arms before he can finish, her yes drowned out by her kiss.

It is a year and a half later that we find Blair six months pregnant, and Corinne will look at her Uncle Carter and Aunt Blair and demand she still be their favourite when their baby boy comes (sometimes he swears Corinne is more like Blair than Serena).

Carter laughs and tosses her in the air, and a four-month pregnant Serena will join them (Serena had nearly forced Dan to impregnate her after finding out that her best friends were expecting). Serena claps her hands in glee at the sight before her, and everyone smiles because her sunny disposition can still light up the room.

But to Carter, it is the quiet smile playing on his wife's lips as her hands fold contentedly over her stomach that makes his grin wider.

He joins her on the couch, kissing her deeply as he entwines their hands over her stomach.

"Are you happy?" he asks, and she nods, kissing him back with equal fervour.

"And you?" she asks, smiling against his lips as Corinne wrinkles her nose at them in the background.

He smirks at her and replies, "More than you'll ever know"

Because Carter Baizen still can't get the taste of Blair Waldorf out of his head, and he couldn't care less because this tiny, perfect brunette in his arms isn't going anywhere.