AN: It's been a while, and I certainly don't plan on writing anytime soon, but due to my lack of sleep last night, I managed to pull a good three hours into writing something. Thanks to Abby, she helped so much (don't think this title just came out of no where). And thanks to whenlighteningstrikes for inspiring me. Any feedback is welcome, not required, and thank you guys so much (:


Beneath the Mask

I. She is six when she first meets him.

Even so young, she's prim and proper ― the epitome of a society girl, all before hitting puberty. She hates dirt and mud and filth, and she absolutely can't explain why her best friend insists on soiling her new clothes. But she knows ― because she's so smart even at age six ― that Serena gets attention effortlessly. Whereas Blair has to pull and tug at her mother's apron just to get one "later, Blair", all Serena has to do is smile ― smile her brilliantly vibrant grin that lights up the room ― and suddenly everyone is staring. Maybe they can't help it, maybe it's like those magnets that clip up Blair's (perfectly-in-the-lines) coloring book page onto the fridge; maybe Serena naturally draws people to her. Just like the magnets.

One day (and she remembers this day so vividly) Dorota ― instead of taking her to breakfast ― brings her to a brick building, laced with blooming flowers that are pink and purple and yellow and white. So pretty, so beautiful. However, along the with the flowers are thick oak trees. They're a majestic forest green, with thick brown stumps. They're not quite as beautiful, but there's something about them that seems... mysterious. Blair decides she likes the trees better anyway. (She's not too young to realize the flowers are Serena ― bright and eye-catching ― and the oak trees are Blair ― quiet and loud at the same time. And she knows that no one in their right mind would ever comment on the beauty of the trees; it's always the flowers "how wonderful, how stunning".)

Dorota walks into the building with Blair in tow. Blair follows her obediently because, really, what else is she supposed to do? No one notices her enter quietly. She settles peacefully in a corner, flipping a coloring book open, gripping her new pack of Crayola crayons tightly.

Suddenly, from the door comes a horrifying shriek. Loud and inappropriate but, effectively, attention-catching. Her gaze snaps up from the coloring book, to the empty doorway. Enter Serena Van der Woodsen, kicking, screaming, and fighting tooth and nail with her nanny. The teachers all exchange looks ― not good ones, Blair can tell because she's very perceptive ― but Serena has done something Blair has not: created an impression.

She tears her eyes away from the blonde girl that has everyone surrounding her in seconds because she feels like someone is watching her. (Blair is perceptive, remember?) And she is right. In the dark, dark corner of the room stands a small boy in a suit and tie, watching her every move very warily. Blair summons the inner-Serena and addresses the boy firmly, "What are you looking at?" He doesn't respond, but whips his head around as if they hadn't made full-on eye contact for twenty seconds (she's not counting...). It's intriguing, all of the sudden; he's so hidden and mysterious, just like the oak trees in the front of the building, hiding in the shadow of the brilliant flowers. They don't speak again for the rest of the day.

II. She is eight when she realizes he's dangerous.

She's the queen of the second grade class, something she's worked hard to become. But Serena's the princess and aren't princesses just the prettier, younger version of queens anyway? It doesn't hurt as badly when she tells herself this, but when Nathaniel Archibald announces it, it's a little harder to stomach. The second grade is a castle, a fairytale, a hierarchy system ― Blair, the queen, Serena, the princess, Nate, the prince, and then there's Chuck.

He's impossible to label because he's Chuck. Chuck Bass, he announces in a smarmy, pre-pubescent voice, eliciting eyebrow raises from the teachers (and whispers of "isn't he a little egotistical" behind closed doors), along with swoons from his fellow classmates. He's a charmer, that's for sure ― if he wants it, he gets it. He's the oak tree, he's the whole oak forest, luring you into a darkness that leads to uncertainty. But Blair hates uncertainty, and therefore she labels him the villain because that's the closest thing he is.

But he's not a villain (especially when he rescues Blair: "Why did you put paint on Kati's chair?" "I..." "I pushed her, Ms. Honeycott. She was in my way and so I pushed her.") Somehow though, he doesn't deny his label and who is she to change something she invented herself? But she confronts him later in the coat closet. Blair loves answers; in fact, one particular lesson is completely lost on her ("A rhetorical question is a question that doesn't require an answer." "But Ms. Honeycott, every question deserves an answer." "Yes, but...") So she asks him because she's looking for answers and nothing else.

"Chuck, why did you help me? You're the villain. You're supposed to be... bad."

"But I am bad."

"Bad people don't admit to doing things they didn't do."

"But what if I had an ulterior motive?"

Blair crinkles her nose.

"An ulterior motive is―"

"I know what it is." (Blair's even smarter at age eight.) "But it doesn't make sense. None of this makes sense."

"Blair," he smirks, "does everything always have to make sense?"

"Yes!" she nods enthusiastically, but his question goes deeper than she expects and she's thrown off and then nothing makes sense; suddenly, her brain turns to utter chaos.

"Confused?"

Blair doesn't reply, but stares at his cocky, smug smirk, a little too Casanova for an eight year old.

"Thought so," Chuck answers the silence, spinning on his the heels of his Giorgio Armanis, leaving Blair in a jumble of mixed-up confusion.

She's only eight, but she's oh-so-perceptive. He's mystery and trouble wrapped into eighty pounds of pure devil. But she realizes he is most dangerous because he's addictive; she knows because minutes after he has left, she is chasing after him as fast as her legs will take her.

III. She is ten when she tells herself she is in love.

Never mind that the object of her affection spends more time laughing at Serena's nonsensical jokes than he does listening to Blair's rants. Never mind that his best friend is a mix between Blair's rival and sworn enemy. Never mind that he doesn't know her favorite color, her favorite movie, or the color of her bedroom. He is the prince Charming of the Upper East Side, therefore deserving of forgiveness for not being the perfect boyfriend.

Blair doesn't want to admit to herself but she's older now and she knows ― fairytales are a figment of imagination ― but she won't let go of the dream for the same reason she won't let go of Nate. Settling for anything less than number one is the same as admitting defeat. But Blair is a winner (she might not be the vibrant flowers, but she is still the oak, standing strong through anything.) She tells herself she is in love because Nate is the prize, and she has won.

But deep down (Blair's queen of many things, one of which includes denial), she knows she hasn't won anything at all. She hasn't won because Nate still stares at Serena's bare legs for a second too long, she hasn't won because Nate prefers watching the football game to having lunch with Blair, and she hasn't won because she's not the prize Nate is aiming for.

And it's expected, anyway (boys are so predictable). Serena's the free-spirit, the dreamer, the careless blonde with hopes of becoming a bull-fighter in Spain or a professional sky diver. She's the unattainable and she's the real prize. But Blair (she knows the truth, did you really think you could lie to her?) pastes on a fake smile when Nate cancels on her ("My dad is taking me to a basketball game") and she forces a small laugh when she calls Serena right after ("Can you believe Nate's dad got us sideline tickets? It's okay, though, you don't even like basketball, right?").

She's the lord of lies, the master of all things fake, and that's why she still tells herself that she's in love.

IV. She is thirteen when she realizes that Chuck Bass is her best friend.

When it's still and dark outside, the blackness enveloping her in a comforting hug (the only comforting hugs she ever gets), she calls him crying. For mere seconds it's a relief to let her guard down, but humiliation runs the relief right into the ground. She's suddenly made herself vulnerable to all kinds of pain (physical and emotional), and she's so uncomfortable that she hangs up. He calls her back immediately and she smiles, sniffling, as she stares at her ringing phone.

"What's wrong? Did Nathaniel do some asshole thing again?"

"Do you always have to be so vulgar? I would never call Nate an asshole," her eyes roll, but she can't stop her lips curving into a small smile.

"Oh shit, what did he do?"

And suddenly it all comes pouring out, a jumble of words arranged in no particular order, that somehow form the feeling Blair tries so hard to ignore. She tells him everything (save for the details that are too embarrassing to re-live; besides, Chuck's still the mess of trouble and danger that he was five years ago.) She lets the words flow, wondering every so often if she's said too much, if she's boring him, if she sounds insecure (because Blair is perceptive, remember?) but then he'll grunt in agreement or laugh at her choice of words and that smile comes crawling back, reassured that he's still listening.

"Nathaniel is stupid." The three words come out so plain and simple but she can't wrap her mind around them.

"He's not! He's my boyfriend and I love him and when we're married..." she trails off.

"Let it go, Blair. He's been after Serena since we were born; you're just going to have to let this one go. It's out of your reach." It's harsh and simple, and once again incomprehensible.

Blair is silent for a couple of seconds, until she whispers, "But that's like giving up."

She can tell that he pretends not to hear her as he continues on, "Personally, I don't see the appeal in Serena."

Blair's voice is still low because she's afraid if she speaks any louder, this whole conversation will be true, "It's because she's a magnet. She's magnetic, like the magnets holding my report cards up on the fridge. She's the flowers in front of the kindergarten building. She's a dreamer, the vibrant one, and I'm just Blair, the dull sidekick."

Another long silence. Blair panics quietly as she takes in all that has just escaped her traitorous mouth (did she really say "the magnets holding up my report cards?", did she really say "the dull sidekick"?). It's almost as if she's done with denial (will she ever be?)

"That's a lie, Blair. Maybe Nathaniel doesn't see you because he's so caught up in what he can't have. Maybe Nathaniel is just plain stupid," he repeats wisely, as if his experience is reliable.

"But it just doesn't make sense," Blair protests, just like the little eight year old in the coat closet.

The silence empowers them for a good minute, as they stare until the emptiness. Finally Chuck speaks (so quietly that maybe she's just imagined it.)

"Blair, does everything have to make sense?"

This time there is no overly-enthusiastic yes, just another bout of comforting silence.

V. She is fifteen when she realizes she is in way over her head.

As the fog of lies and denial slowly starts to clear, she finally stops seeing only what she wants to see. She is shocked, shocked, shocked because her perfect fantasy world is nothing like she imagined.

Serena ― beautiful, wild, without-a-doubt Serena ― drinks daily, drowning her mother's absence with alcohol, drugs, and Georgina. Blair's best friend is a stranger, albeit a familiar stranger (oxymoron: another lesson she never understood, much like 'rhetorical questions'), but a stranger nonetheless. Blair's calls are answered with fewer and fewer words each time ("Georgina and I are hitting Brick tonight, you in?" "Georgina's coming over. Maybe later?" "Can't talk, Georgie's here.") until the only response Blair ever gets goes: Hi, you've reached Serena. Leave a message! (Blair ignores the laughter in the background of her voicemail, only because she knows it's not hers.)

Nate ― her dashing, loyal boyfriend ― is distant. Distant to the point that conversations with him often lead to a "really? why didn't you tell me that sooner?" Everything in Nate's life comes as a shock. ("I've been hanging out with Carter Baizen." "Really? Why didn't you tell me sooner?") or ("I'm heading to California for the week with my family." "Really? Why didn't you tell me sooner?")

And then there is Blair herself ― suddenly everything that she has tricked herself into seeing is gone; instead, she stands in front of the mirror in sheer horror because of what stares back at her. Why hasn't anyone told her that she looks like this? Her cheeks puff out a little too much, her thighs jiggle when she walks, and her stomach just isn't perfectly flat. Everything is wrong, wrong, wrong, and it seems a little less wrong as she vomits the contents of her stomach into the porcelain toilet bowl. She wipes her lips and even though her eyes are watery and bloodshot, even though her mouth tastes like vomit, she feels a little bit closer to the Blair she's created in her imagination.

She has always known (or at least should have always known) that the fairytale was bound to end (after all, Blair is very perceptive, remember?) but the reality is just a sack of rocks. Like the stone collection Serena did for her fourth grade Science Fair project: she had handed Blair a gray drawstring bag, heavy with stones, filled to the brim, jingling with each slight movement. Was it marbles? Beautiful gems? Chunks of gold? Blair opened the sack, and to her disgust, they were just rocks ― plain old brown rocks found in the cracks of the New York sidewalk. And Blair realized that the bag was better left unopened; her imagination could run wild, and she would never have to know the true contents inside. Because in the end, it was plain disappointing. Just like life.

VI. She is sixteen when she gives up.

She gives up her illusion of perfection because she's smarter than she was at age six. She's smarter than she was at age eight, thirteen, and fifteen (and all the years in between); she gives up because, at some point, defeat was bound to come her way. She's not flawless like Serena (Serena's not really flawless, though), and she's not worthy of Nate's love (or is he not worthy of hers?) and mostly she's given up because at some point, everything stopped making sense. And Blair hates clutter. She hates disorganization. She hates ambiguity.

She's not the dark, mysterious oak tree that stands magnificently in front of the kindergarten. She's just a plain, plain girl lost in a world full of eye-catching, jaw-dropping, rainbow-colored flowers. And who is she to compete with them? She's lost her will for winning and that in itself is the worst defeat yet. It's one night (one night she hates to remember) that she calls him. She's far from sober and far from happy. She greets with him by a drunken laugh followed with hysterical sobs, finished with embarrassed hiccups and apologies. He just listens.

"Stop with this flower nonsense." He instructs, as her sobs slow and her breath evens.

"It's not nonsense, Chuck. It's the truth, and I'm just going to have to deal with it."

"Normally I'd agree, but I'm afraid you're saying this for all of the wrong reasons."

"How do you do it, Chuck? How do you do deal with everything? Your dad, the booze, the women... don't you regret anything?" Blair's bottom lip trembles in anticipation.

There's a silence (there's always a silence before Chuck says something meaningful): "You don't think I have regrets? You don't think I don't go one day thinking what I would have been like if I hadn't killed my mother? Blair, I'm as fucked up as you are ― but let's face it, even though we're both pros at this façade thing, I'm just a little better at hiding it."

"Chuck... I'm so, so, so sorry." She fumbles, her mouth suddenly unconnected from the rest of her body (including her brain.) "I wasn't thinking about you, really, I promise. I was just saying stuff and I'm so sorry."

"This is stupid" ― ("Nathaniel is stupid" Stupid must be his choice word) ― "You're apologizing as if it'll make a difference; as if you'll stop my father from travelling every damn second of the day, as if you'll stop my mother from not being here. Apologies are a waste of good breath."

"I'm―" she stops herself, "You're right, you know that? You're right a lot, I just never admit it."

He chuckles (he can tell she's so drunk), "You just did."

"Chuck... I...I..." she stutters incoherently for a couple of seconds, before continuing, "I'm really glad we're friends."

She hears him breathe a sigh of relief (why? was he expecting something else?) And she hangs up because she's a little more sober and wants to save what's left of her dignity (not much.)

She makes a lot of mistakes that year (she's stopped counting; not that she's forgotten how) and when she has sex with Chuck Bass (her first, his... she doesn't want to imagine), she realizes that she is completely gone. The Blair Waldorf of her fantasies no longer exists, as extinct as dinosaurs, as forgotten as a lost dream. Completely vanished (but is it really that terrible?).

VII. She is eighteen when she stops caring.

And it's as if a weight is lifted off of her shoulders. So she didn't make it to Yale. There's still NYU. (Doesn't stop her from picturing herself walking up the steps to Yale University). So she wrecks all the relationships in her life. Who needs other people? Every (wo)man for herself, right? It's not enough, but she'll pretend ― after all, it's Blair Waldorf, lord of lies, queen of denial. She is eighteen when she makes the first honest decision in her life (and to tell the truth, she is scared as hell.) She is eighteen when she leaves her comfortable shell of a cocoon and spreads her wings, flying above what she always thought she would be.

She meets him in front of his office building (he's CEO of Bass Industries; whoever said he would amount to nothing has long crumpled into a heap of embarrassment) and she doesn't let him talk first. She wants it all to be on the table before he says anything because despite it all, Blair Waldorf still likes to win.

"I'm done with the games and the hell that our whatever this is has put me through. If you can't stop messing with my head, if you can't stop risking our friendship for the sake of your fun, then I'm finished. It's your choice and I'm making this very clear: this is not a rhetorical question. Do we have something or is this all just in my head?" her breaths come fast and the words rush into a pile at the end of her sentence. With flushed cheeks, she looks up at him. She keeps her face emotionless, a blank canvas, hoping for something, anything, as an indication of his answer. He can play the game too because his face mirrors hers, completely void of emotion.

"Blair, why are you doing this now? My father just passed away. I'm newly in charge of Bass Industries. I've just... got a lot on my plate right now."

"Just answer the damn question," she answers angrily (this is what she is afraid of: the games). "If...if you think this is something, we'll make it work. We'll work through it together, I promise."

She hates the way she sounds (so different from the fire ball of a bitch she was in high school, so different from the angelic princess she always dreamed she would be, ever since she was six), but she can't seem to slam down on the brakes on her mouth.

"Blair, it's not that simple. There's so much to... and with..." and she recognizes the look on his face: fear (she should know because it's stared at her in the mirror all through high school.)

"It is that simple. It's a yes or a no, as easy as the truth or dare games we played in the back of your limo." Blair responds, matter-of-factly. She's almost positive that with a little bit of coaxing, the yes will come out with ease (boy, is she wrong).

"You can't just force this on me, put me on the spot like this!"

"It's a fucking yes or no!" her voice raises, and the passersby look on (she knows they think she's a crazy. She might be, she doesn't know. After all, she's stopped caring.)

"No," he answers (and it's not particularly quiet or loud, just defiant).

She doesn't wait for an explanation.

VIII. She is eighteen-and-a-half when she realizes not all endings in her life are tragic.

It starts with a simple phone call, followed by a long, long apology; the hugs and tears come afterwards, so does the feeling of relief. Serena may be a ditz, a hopeless and passionate dreamer, but she's still Blair's best (and only) friend. It's oddly comforting to have another body by her side because she may have stopped caring, but she's never stopped wanting to care. Sometimes that dark, mysterious oak tree needs a bright pink flower to spruce it up, to remind it that life isn't so bland and forgettable.

Serena does a wonderful job distracting Blair from well, just about everything. But there's still that one thing (okay, person) that gnaws at the back of her mind, creating a gaping gash, raw at the edges, wanting to be explored, but too afraid of the pain. But they never talk about him. Or at least, that was the unspoken rule (until today, apparently.)

"He misses you."

"Hmm?" Blair asks absentmindedly, re-touching her nail polish.

"He does miss you, even if you don't miss him." Serena repeats knowingly, cocking a perfectly plucked eyebrow in Blair's direction.

"Who?" Blair feigns innocence.

"You know who I'm talking about."

"I don't give a flying fuck what that boy," she spits the word as if it's a curse word (funny she should choose boy to say in disdain instead of fuck), "thinks because his opinion is worth as much as that cheap jewelry they sell at the dollar store."

Serena is quiet, quiet in all her blonde-hair, blue-eyed glory, and Blair is grateful.

Blair doesn't have Nate (he's attending college, dating the boho barista from Brooklyn, but still yearning for Serena from the sidelines), she doesn't have Chuck (last she heard, he was in Germany, closing some deal that had to do with stocks. She forces herself not to care if he met any beautiful German girls, because either way, all she can hear is "no."), but she has Serena, and she's so, so grateful to have a person (anybody) on her side. And suddenly she's a little closer to caring.

IX. She is nineteen when happy endings become a little closer to reality.

It's out of nowhere, really. She leaves her apartment one day, watching the bright New York City sky fluctuate as the clouds dance over the sun, sometimes hiding it into the shadows (a little bit like Blair), sometimes allowing it to shine and radiate oh-so-brightly (a little bit like Serena). A deep voice stops her in her footsteps because she's replayed this scene so many times in her head, each time with a different reaction. But as it's really happening (and it is really happening, isn't it?) she can do nothing but stare stare stare at his perfect face, his pastel suit, and his stupid ("Nathaniel is stupid") smirk. He's standing in front of her, in the flesh, holding out a fresh bouquet of (pink, hot pink) flowers and macaroons. It's silent (because it's always silent before he says something meaningful).

"I was stupid."

It's three words, three simple words that shouldn't (really, really shouldn't) mean anything. But they mean something, they mean a lot, and she still doesn't know what to say (it's not that she's speechless, more like she wants to hear the rest of his speech first.)

"I'm a coward, and I'm admitting it. Maybe it's a year too late, but I'm doing it now." He's speaking quickly and his cheeks are flushed (is he blushing?) "I want to give this a shot because there was something there, there is something there, but I was eighteen and stupid, so I said no," he says the word stupid again and it feels like he's swearing.

"God, Blair, say something."

"I...what do you want, Chuck? You can't just come gallivanting back into my life, expecting me to welcome you with open arms. I'm scared. Scared to death, about what all this could mean, because everything I've ever had ends up as a letdown. Including you." She holds back a malicious grimace because although painful to say, she can imagine how many times worse it must hurt to hear (after all, she's queen of denial, she hates hearing the truth out loud).

"I'm sorry." Two words, two words he should have said a year ago, suddenly sound so foreign coming out of his mouth.

"No," Blair eyes him sadly, "I'm sorry." She turns away, rapidly picking up speed until a firm hand grips her upper arm (he's gotten strong, and she doesn't know why she cares).

"That's not the right answer." He stares at her, "Look at me. Look at this. I'm a fucking mess, Blair Waldorf. Do you remember what I told you two years ago at your birthday party? I felt something. Butterflies, was it? That is nothing compared to what this is. I'm a fucking insomniac ― that's what you've damaged me to the point of. I sleep two hours a night at most because all I ever think about is your face when I walked away. I don't know what it is that I'm feeling but I'm going insane. Maybe you don't feel the same way, I don't care. I need you, just this once ― and if you don't need me back then I'll disappear. Forget I even came back."

She nods because at this point, what else is there to do?

So they go back to his place and they make love (which in itself sounds absolutely stupid. They are not in love, so why would they be making love? But whatever the hell they're doing is nothing like meaningless fucking, screwing, just plain sex.)

She wraps her legs around his waist because it feels like high school and she feels like a giddy teenager (she still is one physically, but mentally?) as she presses urgent kisses to his collarbone, stripping him of his tie and button-down shirt. He grips her thighs with vigor because he feels like a horny boy again (this time it's not a curse word) and because she is so beautiful. He plays with the thin clasp of her bra, teasing her deliciously with his tongue. She might not be the carefree spirit her best friend is, but she's her own brand of perfection (let's call it addiction). She sighs and moans and screams because it feels so good and because this feels so right when it shouldn't.

They collapse together and she speaks first, as they catch their breath.

"This doesn't make any sense."

It's silent (of course it's silent, it's always silent before he says something meaningful.)

The silence builds and builds and truth be told, (just for mere seconds) Blair feels like a bright pink flower, blooming under the warm sunlight, basking in the wonderfully crisp air of New York City in the fall. It's beautifully still for a few minutes until Chuck whispers:

"Does everything always have to make sense?"

She feels like the eight year old in the coat closet as she smiles softly in response, watching his face without answering, finally, finally learning the meaning of a rhetorical question.

fin.