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"S, can we talk?" Blair Waldorf sniffled into the phone line.

Serena flipped on her light switch. "Yeah, B, what's going on?" She rubbed her eyes. "Are you okay? It's 2 am."

Blair’s breathing quickened. "Can you meet me somewhere?" She wiped away her tears.

"Can't it wait—"

"No, it really can't!" She hyperventilated. "Please. Serena" Her voice lowered.

Serena nodded. "I'm coming. Where do you want to meet?"

The blonde pulled on her coat, slipped on some shoes and called a cab. She was stumbling a little on her way towards the door, when a figure grabbed a hold of her arm and steadied her. She was about to rip herself away, when she realized who it was.

"Where are you going at this hour?" the figure looked at her with a suspicious, wary glance.

She spun around. "What are you doing home so early?" she questioned with a small smirk on her face. It was hardly like her to play along with his games, especially when she could hardly keep her eyes open, but living with Chuck had awakened her mischievous side and reminded her to always be on her toes.

He sighed. The last thing he wanted to do was discuss his prior activities with his step-sister. "I was just wondering where you were going. I'm off to bed," he nodded.

She looked at him, confused, even pausing before she continued to the door. She felt  his grasp on her arm lessen. It was so tender, so gentle. This wasn't the Chuck Bass she was used to. She turned to look at him, and a new energy filled her as she watched him walk away slowly, almost defeated, into his room, leaving his door a crack open. She wanted to prod him more for questions, but she held back. Something told her that her talk with Blair might just give her all the answers she needed.

In the midst of a noisy, wild, color-filled alcohol sanctuary, Blair sat. The couch Chuck had always found himself sitting on, watching the dancers as they pranced across the stage, shedding their clothing, shooting seductive stares to the men in the audience. That's where she sat. The sound overwhelmed her, consumed her very being, made her ears pound in the mess of it all. What was she doing here? Meeting Serena? She scoffed silently. She sank into the couch, the way he always did. She lifted her wine glass to her lips and sipped down the alcohol. It didn't help, didn't even numb her pain. She looked up at the dancers but tore her eyes away when all she could imagine was her own self stripping almost exactly a year ago. Her body heated as she imagined the awe-struck Chuck who had stood just a few feet to her right. God, even the memory of him turned her on to an unlimited degree. She shook her head, trying to rid herself of those memories – memories she tried to erase, but which haunted her nonetheless. She sighed and leaned forward, consuming more of the alcohol swishing around her glass. She didn't want to cry, but with the spotlight ahead of her and no one really recognizing her form, the moisture finally released itself and dampened her cheeks. She controlled the gasping noise coming from within her though. Regardless of how noisy it was, SOMEONE would notice if they passed by, and with a place this crowded, it was bound to happen.

"Hey," Blair felt someone touch her tenderly on the shoulder from behind. She jumped.

"I'm not crying, I.." she turned to see who it was, "Oh, you scared me, S," Blair said, wiping away some more tears and gesturing for Serena to sit next to her.

"What happened? Tell me everything," Serena said, taking a seat next to her.

She sighed. "He came by."

Serena's eyes widened. She paused, gasping quietly at Blair's confession. She knew EXACTLY who she was referring to. "Oh my god, B, that's great!"

Blair sighed again, with a hint of happiness to her comment. "Yeah…" She looked up at her with tear-filled eyes. "We admitted things…"

Serena's eyes widened. After what Dan had told her, she was surprised.

"Without actually admitting them. And then… And then…." Her breathing quickened again.

Serena looked at her, more concerned than before. "Do you want to get out of here?" she asked, reaching forward and grasping the wine glass from Blair's hand and setting it down on the table in front of them. Blair's head hung low as she let go of her only control for the evening.

Serena stood up slowly, pulling Blair's arm up in a tender tug to encourage her to join her. The brunette didn't budge and after a moment, Serena joined her back on the couch.

"It's just so noisy in here, I thought maybe we could…"

"I can smell him," Blair said, cutting off her best friend’s good intentions.

Serena said nothing as the tears welled up in those doe brown eyes all over again.

"I can smell him on this couch," she repeated, barely a whisper. It sounded so desperate that if she had spoken any louder, it would've been a shriek.

Serena watched as Blair's own left hand drifted and fell softly to the couch's soft material, stroking it gently. She felt her exhale and her eyes flutter shut.

The blonde looked on in complete awe and amazement. Clearly, the duo's feelings for each other ran deeper than she thought. Of course, she knew Blair was in love with Chuck, but she had never seen her so open, so vulnerable, and so hurt over…what couldn't be? Surely, they hadn't come to that.

"What is it B? You can tell me," she said, taking her best friend's hands in her own. She decided she would give up on trying to make her leave.

Blair exhaled. It would be so hard reliving the event she had tried so hard to forget. But she lived and breathed that moment. As painful as it was, it did give her some source of hope, though a hope she was doubting more at every passing second.

"He doesn't want us to be together, because he thinks we won't last," she finally let out.

Serena was left speechless. Chuck and Blair may be devilish creatures, especially when it came to each other, but Chuck giving up on Blair altogether? What was he thinking trying to get her all this time? Instantly she was angered, but she managed to cover it in her intended comfort to the damsel in distress.

"Oh, Blair," she brought her head to rest against her own. "I… I don't know what to say." Her anger washed away though, once she remembered Chuck's lost appearance on the way to his room. There was something else. Something Blair hadn't mentioned yet.

Those ruby lips curved slowly into a sad, beautiful smile. "It's okay… I just wanted to tell you, I guess. I've been crying on and off for the last couple hours."

There was a long pause. Serena was much too speechless to be of any help to her troubled friend, but when it came to Chuck and Blair, everything was just so… so…. complicated. She let out a sigh she did not know she had been holding.

"I know it was the right thing to do, S. I mean, he didn't say never…"

Serena's eyes lit up. There it was. The silver lining.

"…he just said, not now…"

Serena lowered her head in recognition. It was all making so much sense now.

"But God, I love him so much. I really do!" Blair nearly screeched, her tears freely flowing now. She had tried to muffle them before, and had control over it for a while, but it was no use anymore.

Serena took advantage of this moment and forced her arms around the saddened beauty, cradling her in her arms.

"And I miss him, I want him so bad!" Serena stroked her hair, and an occasional passerby would notice the two and turn away, some in disgust, some in pity, but thankfully no one with a camera phone on alert. Serena just continued to hold her and rock her, not knowing what else to do or even what to say.

….

Time passed, and soon the Victrola's population had diminished considerably. It was getting late. Serena begged Blair to come home with her and, as much as she was against it, she eventually gave in. The ride there was a slow and almost surreal. It had been hard to get Blair to come home with her, knowing the source of all her pain would just be a room away from her place of rest that night. But she had gotten her to come nonetheless, and now that she knew the story, she guessed Chuck had been hurting just as much, he just wasn't Blair Waldorf. He didn't shed tears, not any that would be visible anyway. Of course, the possibility of his heart breaking into a million pieces was the most likely now. Serena pulled Blair to her inside of the cab. She willingly let her head fall on her best friend's lap and sighed, perhaps in relief. Serena repeated the action and let her own head fall against the old, cracked leather on the headrest behind her. It had been a long night.

Upon arriving at the VanderBass home, Serena wandered into her room, setting things up for Blair, careful not to lose track of her. She barely noticed when the brunette didn't follow her, instead walking into Chuck's room. She shook her head but knew that perhaps this was the best course of action… for both of them.

He appeared to be sleeping. At least the lights were off - that much she could tell. She hadn't known what she was thinking wandering into his room. Truth was, she hadn't been thinking at all. Chuck had consumed all her thoughts lately, and just knowing how close he would be to her after he had felt so far away earlier that night, caused an indescribable ache within her. She had to go in his room. There wasn't a question here, or even an option. It was just instinct, driven by the bleeding of her heart.

Blair went and sat at the edge of his bed and gently stroked his hair. Her heart beat faster, and the butterflies refused to remain still. A heat consumed her, much stronger than what she had felt at the club. She sniffled, becoming quite aware of just how deeply she felt for the sleeping mass. She tried to keep quiet, but the body turned towards her after a few more moments, and Chuck's eyes flickered open.

"Blair…" he whispered. "What are you doing here?" He asked gently.

"I couldn't stay away." She said, nearly gasping for air.

He closed his eyes to stop the tears he had been holding back all night. "Blair…"

"No, I know," she forced herself not to cry, especially in front of him. She bit her lip to prevent the tears, but one dribbled down the side of her face. "I agree with everything you said tonight. I just…I…I…was crying, and I…"

His eyes grew concerned. And at the sight of that tear, his entire being broke all over again. Humphrey had confirmed his hopes that Blair loved him, and he knew when he saw her desperate look earlier that evening, that Humphrey Dumpty had indeed told the truth. Moron. He couldn't thank him. If he hadn't intervened, then Blair would have told him she loved him, and then they wouldn't be in this mess. He paused in his thoughts. No, they would've been…sooner or later.

He had reached up and wiped away that single tear. He wanted to hold her so badly, but knew that would mess up everything he had told her that night. The least he could do was stop the tears, or stop that tear from breaking him as it continued its journey down her porcelain face.

She gasped at his touch, the heat radiating through her. She could hardly believe she was so close to him now. She wanted to dive into his arms, to kiss him, to make love to him, to stay with him forever, but it wouldn't happen. Things would stay the way they were. There really was no reason to even be sitting there beside him. But she couldn't move, not yet. She needed his touch like air. She needed to feel him beside her and know that he was struggling just as much as she was.

Chuck started to reach for her despite himself, but she pushed his hands down. Her body though, was unwilling to finish the act. She couldn't let go. He sat up again and it took everything in her to let go of his hands.

"Serena begged me to stay the night. She didn't want me to be alone like this," she gulped, scared of what was coming next. Would he ask her to leave? The comfort she felt now was everything she had been seeking and it would kill her to hear that request from his lips, but she would obey. Because she loved him, and he had their best interest in mind.

He nodded.

When no further conversation transpired between them, Blair got up to leave, however painful it was, and he watched her, his heart breaking with every step she took. He had watched her leave him so many times before. Her birthday party last year, the Debutante Ball, countless times with Marcus over the last few months. Then he had given her a taste of her own medicine. He had left her so many times in the last few weeks, but none of these reoccurrences haunted him more than when he had stood her up on that helipad at the beginning of the summer. He cursed himself over and over again, and it seemed Blair would never let him fully forget it. And here he was, consumed by guilt again. He stared on at her form, and he could've sworn his tears were the ones falling now.

Just then, she stopped and turned to look at him. The door was cracked open and she could've left if she had wanted to. But her eyes were glued to his. She couldn't move, she shouldn't linger. The screams were packed so deep inside of her, but she wouldn't let them out. The hurt and pain and love they both felt so intensely was made known to each other in that single gaze. She ran to him then, and he held her in his arms.

"I love you," she cried into his shoulder.

He wanted to speak but found he could not utter a single sane thought. He clung to her and pulled her closer to him, unwilling to let go.

"I know, I know, I should go… I shouldn't do this…" She whipped her head around and tried to get up slowly, completely confused by her own contradictory actions, but he pulled her back down and held her once more.

"This isn't the end of us, Blair. Don't ever forget that." He lifted her face gently up to meet his eyes. She could see the tears welling up inside them, and she could feel the determination radiating throughout his entire body.

"I won't. I—I promise I won't," she whispered in new confidence.

He allowed her head to fall back onto his chest. "You're not another girl. You're my girl and I swear there will be nobody else until it's our time."

She nodded and exhaled all the fears she had been holding in. She had shared them with Dan. The fear that Chuck would move on. But lying here in that Devil Bass's arms just proved to her how wrong her insecurities had been.

The door opened for a moment, and Serena poked her head in. She smiled softly and shut the door, leaving the two alone in their simple intimate companionship.

There they lay, knowing very well that this could be the last time in a long time that they shared such a tender moment. Both of their breathing had evened out, and Chuck hardly remembered the hyperventilation that had taken over him throughout the course of the night. Blair flipped over gracefully so that she was lying beside him, instead of on top. He felt her body heat escape him, but she when she place her hand across his chest, the hyper tension raging through him was released. She closed her eyes when she felt him relax. He wrapped one arm around her snuggling figure, and the other he intertwined with her delicate fingers. He kissed her forehead. She smiled.

"I love that necklace," she whispered, and he thought for a moment she was talking in her sleep.

"Hmmm?" he asked, aware of the possibilities shifting around in his head.

Her eyes opened then, and she turned to look at him. He was watching her intensely, the way he always did, but there was a softness to his gaze, a softness she had grown to love.

"That necklace you gave me last year on my birthday? The Erickson Beamon necklace," she said, smirking at the memory.

"Ah…that one," he smirked as well, remembering the said events.

"Mmmhmmm," she snuggled closer to him, and he could sense she wasn't far from sleep.

"I like that one too," he whispered.

In the distance, on the door handle, hung Chuck's scarf, and across it was draped Blair's silk headband. She must have put it there on her way into his room. She had hardly been aware of it at the time, but then again neither one of them had been aware of their growing feelings for each other, and now everything about each other was so entirely inevitable. It was fate. These two, they were destined.

"I'm scared, Chuck." She whispered to him. It was about an hour later, and Blair had drifted to sleep. But the same fear she had let go of, came back to wake her up. "I'm scared of not being with you."

The tears flew down her face again. Chuck had been watching her sleep, it had given him more than enough incentive not to fall into slumber himself. He wiped her tears and pulled her to him.

"That won't happen," he felt so hurt that she had even considered that end result as an option. "I'm still going to be here, and even if we're nothing more than friends…until the time is right, I will never leave your side. And I promise I won't sleep with any other woman. You're the one I want."

She stroked his hair tenderly and looked at him. Her heart leapt at his words, and only one other thing could have made her happier. "Really?"

He smiled. "Yeah," his trademark smirk suddenly appeared, erasing most sentimental expression across his face, "Besides, you've given me mechanical problems, remember?"

"Oh, yeah…" She smiled, quirking an eyebrow and then settling comfortably back into the crook in his neck. And then they slept, slept peacefully and with the contentment that morning would come, and they would always be together…in some form or another.