Disclaimer: I own nothing and am making no profit from this story. Everything Gossip Girl belongs to Cecily von Ziegesar, the CW and the god is that Josh Schwartz.

Summary: Bair Waldorf would never admit it, not even to herself, but she had been in love with her best friend for years. Blair and Serena share a drunken experience that means more to Blair than S will ever know.

Timeline: Pre-show; set mostly during Serena's sixteenth birthday party. The ending is the end of 1x07.

Characters: Blair Waldorf; Serena van der Woodson; Chuck Bass

Pairings: Blair/Serena, Blair/Chuck

Rating: T for discussion of adult content

Author's Note: Okay, I was reading my usual fanfiction before bed when I read this story called "First Times" by Mr Toulouse. It was absolutely wonderful and when I finished reading it I was inspired to write this.

Initially this was supposed to be fluff, but then again Blair is Blair, and Serena is Party!Serena, and we all know that would not have worked out. So it's sort of a mixture of light fluff and angst.

Title: Unspoken Feelings

Bair Waldorf would never admit it, not even to herself, but she had been in love with her best friend for years. She couldn't quite remember when it had begun, only when she had first realized it. They had been seven when she caught Nate and Serena kissing by the jungle gym and first felt the hollow, empty feeling in the pit of her stomach that would soon become all too familiar.

Of course she had lied, both to herself and to them, claiming that her hurt was because of Nate—and she almost even convinced herself. The instant that she realized that she was jealous because someone besides her had kissed her best friend she buried the truth deep inside herself. Even at seven years old, she knew that a Waldorf could never reveal that she felt something like this.

She was extremely drunk the night that it happened. They both were.

It was Serena's sixteenth birthday and the party was as wild as she was. The room was filled with people, some from Constance or St. Jude's, some from bars that Serena frequented, and some that seemed to have just shown up—the normal crowd for a Serena van der Woodson party.

The world seemed to be spinning and Blair's stomach was beginning to twist as she tried to maneuver through the crowd without getting groped. She'd had much more to drink than usual and she was really regretting that last shot—or the last five, really. Finally she came to the center of it and naturally that's where Serena was, sitting on the couch in the middle of the party and talking to the girls. She threw her head back and laughed at something Iz had said, and a surge of jealousy coursed through Blair. She wanted to be the only one who could make her laugh like that.

"I don't feel too good S," she said, stumbling over to the couch. She tripped—whether it was an accident or a subconscious decision she would never be sure—and fell into Serena's lap. Her arms automatically wrapped themselves around her neck and Serena laughed even louder, wrapping her arms around Blair in response.

"Had a little too much to drink Blair Bear?"

Blair wrinkled her nose up and smiled content with her victory of making Serena laugh even harder than the other girls had, and her heart speeding up at the use of her pet name. "Just a little."

Serena laughed again and moved her arms to Blair's hips, lifting the brunette off of her lap and standing up herself, one hand remaining on the other's girl waist and the other taking hold of her hand. "Enjoy the rest of the party girls," she said as she led Blair away.

"This feels so weird," Serena giggled as she pulled Blair's shoes off while the other girl lay on the bed trying to make the world stop spinning.

"I know, usually it's me doing this for you," Blair pointed out with a laugh.

"Exactly!" Serena sat down on the bed and fell over backwards, turning her head to gaze at Blair, a small smile still playing on her lips.

Blair gazed into her best friend's eyes for what seemed to be an eternity, getting completely lost in the beauty of them. And suddenly, the urge to do what she'd wanted to do for her entire life was too strong to resist, so she leaned over and kissed Serena.

Serena stiffened in shock but in an instant had relaxed again and she was kissing her back with a passion that surprised both of them. Their hands became entangled in each other's hair as the kiss intensified.

Suddenly Serena's hand pulled away from Blair's hair and cupped her chin. She pulled away just slightly, her breathing heavy and her eyes hooded with desire as she looked down at her best friend, who had somehow wound up underneath her. "You sure?" she asked.

Blair nodded, and suddenly Serena's lips were on hers again and her hands were wandering, exploring places they had never felt before except on her own body.

Blair awoke the next morning feeling sated and content despite the killer hangover. The sheets were cool and smooth against her naked body and she could feel someone sitting on the bed beside her.

"Morning, B." Serena's voice sounded cautious and suddenly Blair's peace evaporated. She turned over to see Serena sitting beside her, dressed in blue jeans and a white peasant blouse. Her hair was thrown back in a ponytail and she had a mug of coffee in her hands with another sitting on the table beside her.

"Coffee with Dorota's mystery hangover cure," she explained, handing Blair the other cup. "I thought that you might need it after last night."

"And you were right," Blair told her, smiling as she sipped the steaming coffee.

"So, B… About last night—"

Blair fought the urge to close her eyes and instead did so mentally. She knew that voice—it was the voice that she used when she apologized for a drunken act that she regretted the morning after.

She knew that she would never survive Serena telling her that what had happened the night before was a mistake, and so she protected herself the only way she knew how. She forced a smile and lied through her teeth. "What about it? I must have been really wasted, I hardly remember a thing."

Did she imagine the relief that briefly flickered in Serena's eyes? She doubted it. "Yeah, you were totally wasted. It was weird being the one to take care of someone instead of being taken care of."

Blair forced a laugh and reached out to ruffle Serena's hair. "I can hardly believe what I'm hearing! Serena van der Woodson actually stayed sober enough to take care of someone else?"

Serena laughed and began to chatter about something else, unaware that Blair's heart was breaking as she realized that no matter how much she loved her, she had to let Serena go and move on with her life. Maybe they would have had a chance if this had happened in the future (or in another zip code), but as it was they had had their moment, and now it was gone.

The only thing that remained were the memories and Blair's broken—and indeed, still breaking—heart as she realized that the night before had meant next to nothing to the girl sitting next to her.

"You sure?"

Blair couldn't explain how Chuck's words had affected her in that moment without remembering that magical night with her best friend. It had made her throat tighten but at the same time made her grow hot with desire as she remembered that night… and so she kissed Chuck Bass and let him be the first man to make her feel truly beautiful.

He would never know the truth, that his hands were not the first to touch her most private places and that his mouth was not the first to trail kisses down her skin or taste her. That knowledge was for her and Serena alone to know, and that was the way it had to be.

Still, she mused just before Chuck pushed himself inside of her, becoming her second first and she abandoned herself to the ecstasy, she kind of liked it that way anyway.

~~FIN