Disclaimer: Don't own.

A/N: Please Read! Okay, this was inspired by the beginning of Beauty and the Beast, which I happened to watch with my younger brother over break…and is, incidentally, hysterical when you watch it as an older person! The tale of how the Beast ends up cursed strangely reminded me of the end of 1x18, so this fic will go from there. WARNING: this is a bit cracked out, but I'm strictly on a test run. I won't continue if I don't get any interest. Anyway, this is a Chuck/Blair fic…with a strange twist. So without any more rambling… here you go!

Chuck glanced down at Blair's text for a prolonged moment, his resolution wavering. Lily's shapely interior decorator was eyeing him, as his father took Lily's hand and pulled her out of the room. With a small wave, they were gone and the blonde was following a little too slowly. Chuck could smell a conquest a mile away, and this comely girl was begging for it. Her pathetic attempts at playing hard-to-get could not be disguised.

His suitcases were packed and the flowers were sitting there. Blair was waiting. Bart's words were ringing in his ears…the responsibility…caring for another person…putting them above yourself. Could he do that? Could he be that?

Without even having an idea of what he was doing, but rather an impulse that stemmed from some part of him, a part of him that had once been everything and might be again, the flowers were in the trash, save one.

"Amelia," he said gently, silently thankful that he managed to remember her name. "A moment?"

She did turn and go towards him, an uncertain expression on her face. He smirked and handed her the rose. She only stared at it. "What is this?"

"I was hoping we could discuss what you have planned for my room."

"And who are you?" she asked, one eyebrow raised with an admirable try at nonchalance, Chuck thought. His answer was prepared, and certain to make her weak at the knees.

"I'm Chuck Bass."

Hook, line, and sinker. As Amelia looked up at him, Chuck knew he had won his entertainment for the night, and he willfully pushed Blair to the back of his mind. If he gave it another thought, he would be on the next plane to Tuscany, so he could get his fill of her scent, her cleverness, her sheer beauty. But he couldn't do this again. It was too much the first time and if he stayed, he was safe. He was off for a night with Amelia.

"Are you sure?"

The question jolted Chuck from his musings, and he was forced to turn to his newest conquest, who apparently had spoken. And from the words he had heard, Chuck knew he must have missed some part of the conversation. Of course, he would rather she not speak, but he could afford to humor her for a little while. "I'm sorry, what did you say?"

"Are you sure you want to do this?" she asked pointedly, her gaze unwavering.

Chuck scoffed, not sure what was asking or how it pertained to anything that had just been said...unless this model-thin, bleach blonde could read minds. "I'm not sure I know what you're talking about, but if you'd like, and trust me you would…we could continue this in my room." His practiced arm went smoothly around her and he leaned in to whisper in her ear. "I can show you the lay of the land... we can make some great changes."

"Changes, huh?" the girl answered, her lips quirking up. Chuck wasn't sure how he felt about that.

"Do you object? I think you should at least take a look before you make your decision," he said smartly. He was leading her out of the room, away from everything he had planned to leave for Tuscany with.

"Well, I don't know…" she answered, and Chuck began to realize that her voice was somehow sounding different with every word—more aware and more knowing. "What about you, would you like to take a look before making your decision?"

Hah. Finally, she sounded like she was following his innuendo and his smirk grew more pronounced. He could handle this.

"You know, that is exactly—" Chuck was cut short by the strangest sensation. Suddenly and unpleasantly, it felt as if the ground was falling away from him and he stumbled. Around him, everything was shifting, the colors were turning…but Amelia, she was the oddest of all. As Chuck caught himself, his eyes fell to the floor and he saw the decorator's heels. She walked quite steadily past him and turned to face him, not seeming at all disturbed.

Chuck was beginning to panic, but all he could think to do was look up at the person with him in the magically darkened room. "What the fuck is this?" he exclaimed in shock.

Amelia did not look like the woman he was smooth-talking only moments ago. Her eyes were different, Chuck couldn't put his finger quite on it, but they just seemed bottomless and inhuman. An ethereal glow appeared to surround her, making her look much more glorious than before. And it was then that the Bass heir was very sure that he was alone in whatever was happening.

"What are you doing?" he demanded. "Is this real? What's going on?"

The woman (he wasn't sure he could call her "Amelia" anymore, it seemed too commonplace) smiled grimly at him before speaking. "I'm not sure you understood me before. I was asking if you would like to see what you stand to lose before you make your decision."

Of course, Chuck had realized at this point that she wasn't talking about sex, but that was not of great importance at the moment. "What decision? What are you?" He looked around again, not really wanting to meet her eye, instead his eyes darted to each strange mutation of the room. "How are you doing this?"

"Amelia" looked around much more calmly than Chuck had, and then smiled, seeming to admire her own handiwork. "Let's just say that I'm someone who deals with...princes who feel incapable of love."

"Get to the point!" he snapped. "And try making some sense about it…without using the word 'love.'" Chuck didn't want to hear that word right now, the thought of it made him sick.

"Guilty?" Amelia guessed, watching his expression. "Allow me to clarify...Blair Waldorf."

"You want to chat about Blair?" Chuck asked incredulously. "I grew up with Blair, I think I'd know if she were a friend of yours...a witch, or whatever the hell you are."

"Blair doesn't know me at all. But that isn't why I brought her up. Blair...is the love of your life."

Chuck was startled. All of this hocus-pocus to hear something utterly ridiculous like that. He chuckled, both borne of extreme nervousness and irony. "...okay...if that's what you came to say, then aren't the special effects a little much?"

"That's what you have to say? Okay?" Amelia, or whoever's, gaze sharpened. "Do you believe me?"

Chuck just looked at her. "Let me just put it to you this way, I'm not wired for true love or soulmates or any of that incredibly naïve bull-crap you're trying to pedal. I made a mistake, taking it this far with Blair. I can't...I don't do that."

"Really? That's a lot of perspective for a seventeen year-old."

"And how old are you? Better yet, what the fuck are you? And give a straight answer this time."

"All you need to know is that my purpose lies in you, and why. You invited Blair to Tuscany and she took the jet there, and she's waiting for you." Chuck felt a gnawing in the pit of his stomach. "Your choice to follow her or abandon her will change the course of your life."

Chuck snorted. "Spare me. It's summer vacation, for fuck's sake."

"You're afraid. You don't want to invest in her and have it fall apart. You also don't want to disappoint your father or raise his hopes. You're scared."

"That's a lovely psychoanalysis, but I assure you that you're services are not needed," Chuck said snidely, getting fed up with this game. "And don't pretend you understand how I feel about…anyone. Whatever you've come to do, it isn't necessary. Just knock this the hell off and I'll pretend I didn't see anything."

Again, there was the unnerving smile as Amelia rolled the rose on the tips of her fingers and extended it back to him. "This was supposed to be hers."

Chuck wouldn't accept it. "It was a mistake."

The blonde woman shook her head, her curls waving in the light around her. "I need to make you see what you're doing; what will happen if you leave her there now."

"She'll get over it," Chuck said more confidently than he felt, trying to turn his guilt to anger. "Besides, I think we all know that I'm just what she picks after Nathaniel. She's given up on him and I'm conveniently around." His gut burned with his conviction of this belief. He was willing to take Blair any way, but she only wanted him when she couldn't have what she really wanted. At least for what was important—and it wasn't sex this time.

Amelia's strange eyes burned into his, and he got the feeling that she was angry, though her expression didn't reflect it. "Love and fate. I can't explain these things to you, can I? When you've existed as long as I have and done what I've done, you forget how impossible people are. You know nothing. I've seen your future...do you honestly think that a mere sixteen years dictates the rest of your life? Sure, it shapes you in ways, but it only becomes more profound as you move on. Blair is trying to learn that…the hard way, but she's still doing it."

Chuck wanted to ask her how she knew that, but he decided it was an idiotic question in comparison to all of the mind-fuckery that was occurring. He whole-heartedly wished that he could remember taking a hallucinogen earlier; it would be such a relief to know that this wasn't really happening. He sighed, resigned to the fact that this bitch was going to pull something crazy on him and he had no power to stop it. "What do you want from me?" he asked simply.

"If you leave Blair this time, you'll set off a chain of events that you'll never stop. No matter what, you and Blair will be tortured lovers. You'll be unable to stay away from her, but your inability to accept love will ruin you both. You'll cause her more pain than her worst enemy...just because you can."

Chuck's mouth went dry at this scenario and his throat burned with pain. "You're lying," he managed to mutter. "I would…I just have to let her be. Why would I do that?"

"Because it isn't just something that will go away," Amelia responded, annoyed. "I just told you, you're in love with her and you don't know how to treat her because of it. To you, it's unnatural."

"So you're proving my point."

"No, I'm trying to get you to embrace what you feel for her. Because you will never feel it for another woman, and you can't stand to lose this."

Chuck thought about what she was saying, thinking it was ridiculous. Ridiculous for the one reason that everyone in his life seemed to overlook. "I can't be that person. I mean, look at me! Before I knew that you were some creepy witch, I was getting ready to nail you! Is that the kind of person that Blair needs?"

Amelia paused for a moment and actually seemed to consider his words. Hope that she would end this farce raised in Chuck, but with it disappointment. A small part of him cringed and withered at the idea that the omniscient being saw the truth in what Chuck was saying—that he could never make Blair happy.

He needed a drink.

Amelia spoke slowly. "This wasn't what I originally had planned, but I think I need to show you what life would be like if you did get that plane to Tuscany. You need to know what you're capable of…I'll just need to add a little caveat, since this is technically irregular. My superiors may think I'm letting you off easy."

Chuck looked at her as if she had three heads, which probably wouldn't have surprised him, in hindsight. "Letting me off easy? You can tell your wacked-out bosses to ram it up their asses! I have a life!"Chuck's voice dropped lower, the way it did when he was in a truly dangerous mood. "And I'll be damned if I'll have anyone screwing with that."

Amelia smiled. "You can't control it. You can't scheme this away and you can't throw money at it. You're stuck, Charles...but I wish you the best of luck. You're going on a trip now, and my one change is this: you will not remember anything having to do with your romantic relations with Blair Waldorf. The moment she danced for you in your club to now will not exist. You will have no memory of any feelings for her whatsoever."

"What?" Chuck growled. This was not okay. He would never admit it, but those moments with Blair had been some of the best of his life. Yes, there were also some terribly painful ones, but he was discovering that if he had to let go of her forever from this day forward, that he would want to have those memories more than anything. The memory of somebody maybe actually touching him the way he hadn't been at any other time. Even if he had to live the rest of his life knowing that it was always his best friend; he would want the knowledge that he had had her first. He had her virginity forever, something she had preciously clutched to her chest because she wanted to wait. HE had that.

Amelia ignored his feeble protest. "You won't remember this conversation or anything after and including the night Blair broke up with your best friend. And you still have to learn."

"Learn what? When do I get out of this and you put me back in the present?"

"When you learn to love her. And every little thing that goes with it. I'm taking you to your future as it would have happened if you had gone to Tuscany. Ten years in the future." Amelia winked, confusing him for what felt like the hundredth time that afternoon. "Good luck."

She began fading out of his vision, and Chuck felt a little hazy. There was the familiar feeling of his stomach dropping to the ground before the scene was altogether gone and one thought entered his mind: he hoped his father would go for it. If Bart just gave him the chance, he could really do something with Victrola. He had called Blair and asked her to come take a look at it, and they were going to stop by before school. He had to get up.

He had to open his eyes. But for some reason they felt so heavy this morning. He couldn't remember what or who he had done last night, but obviously they had thoroughly exhausted him.

"Darling, could you zip me up?"

He heard a distinctly female voice, one that was terribly familiar. He still couldn't think. He groaned and began to open his eyes. He was on a large and rumpled bed and a woman was sitting with her back to him, in a dress that clung in all the right places. Chuck's mouth began to water as he eyed her beautiful back all the way up to the nape of her neck, where she was holding a mass of brown curls. Just looking at her was making him more aware of his surroundings, which didn't look at all recognizable. Where had he gone last night?

Realizing that she was waiting for him to do as she requested, his hand drifted up to pull up her zipper, unable to keep his fingers from brushing up against her skin. She was like warm velvet. He thought maybe he had met with some hot society wife in a hotel. This obviously wasn't The Palace, but maybe they had been trying to be discreet.

He didn't know why in hell he didn't remember... but he had to congratulate himself on landing such a fine specimen for the night...too bad he couldn't recall what she had been like in bed. She looked sensual enough, but sometimes those girls were just all appearance. Maybe he could give her another run, he thought. It was unusual, but what the hell? He had a little time, didn't he? Well, he didn't know the time, but life was short, anyway.

Then she spoke again. And his heart skipped a beat when he figured out who exactly he was with.

"How do I look?"

She was definitely older… possibly even hotter. He didn't know how or why, he could barely register what alternate universe he had dropped into, but all he could do was stare.

She was Blair Fucking Waldorf!

A/N: Review and tell me if this is worth continuing!