Author Notes: I haven't read the books by Cecily Von Ziegesar so all characterization is based on the TV show. This fic was a birthday pressie for 2 of my dear friends (May and Christy)

Summary: Just a little while after the events of eps 8. Blair and Chuck were kissing on a bed, Serena closed the door on them...fade to black…Let's begin…

With…or without you

By

princess narnia

When did we knock the lights off?

Blair Waldorf blinked in the semi darkness. The only source of light in the room was an overturned lampshade lying on the floor...under black tulle.

Her dress…the skirt of her black dress now lay draped over the lampshade, dimming its light and yet creating the perfect ambiance for...

Oh my...oh...no...no, no, no...

No...

She looked around, at the room in disarray, and self consciousness came over her. She reached for her neck and chest only to find them bare. She hastily pulled the bed covers up to her neck in some attempt at modesty. Her fingers touched something cold at the base of her throat and she looked down.

It sparkled like stars in the night sky.

The Ericson Beamon necklace...

The one she had put on hold at the jewelers hoping that a certain someone would purchase and surprise her with it; the one she'd daydreamed about accepting from her gorgeous boyfriend-who-was-now-her-ex, Nate Archibald, while he told her how sorry he was for having hurt her feelings.

She would have accepted his apology, offered her own tearful one and they would have been back together again. No one would have known about the break-up.

But things had unfolded quite differently. She had been humiliated at her own seventeenth birthday party due to the fact that she had held on to straws, in the vain attempt that Nate would come back to her…or in the very least, call to wish her 'Happy Birthday'. Instead she had received a birthday message from the all-knowing Gossip Girl, along with a picture of Nate hugging some mystery blond.

She touched the pendant on the necklace. Ultimately she had been surprised, by the most unlikely candidate.

Chuck Bass, in a move most charming and simultaneously uncharacteristic of him, had followed her into this very room, gently placed the necklace around her throat and dropped a kiss on her shoulder. Her insides had burned at his touch; not in anger but with some strange desire that she couldn't quite understand. Through her tears she saw the genuine sadness in his eyes as he told her "I truly am sorry".

Perhaps it was due to self-pity; perhaps it was the loneliness she felt...

Whatever it was, she had kissed him; a kiss that Chuck had returned with equal fervor.

Blair bit her lip as she felt the cold metal tingle against her skin. She wrinkled her nose when she saw the state of the room.

Amidst that flurry of excitement and the rapturous sighs that had followed, sheets had been rumpled, pillows pushed off the bed, lampshades overturned, clothes strewn, shoes kicked off…and yet the necklace had stayed on, almost like a reminder.

It reminded her of the boy who had just made love to her...

And of the boy she had always hoped would be her first.

Her insides churned and she turned to look at the sleeping form beside her. Eyes closed, breathing in and out in rhythmic patterns, Chuck Bass actually looked angelic while he slept.

Unlike the devil he is when he's awake.

She had to smile. She unconsciously reached out and let the back of her hand gently caress his forehead. His eyes fluttered open at her touch and she drew back, feeling awkward.

"Are we shy all of a sudden?" He teased.

She made a face. "Pfft, I thought you were asleep."

"Please..." He chuckled, stretched beside her and propped himself up on one elbow. "After that? He raised an eyebrow suggestively.

She felt her face grow hot.

Chuck lips curved into a crooked smile. "I was just re-energizing for round two. So, how about it? Feel like a re-match?"

Blair pretended to look disgusted, while the whole time she was mentally beating herself for even entertaining the idea of another round of horizontal hula with him. It took a certain amount of effort to muster up enough venom to say it:

"In your dreams, Bass."

"Oooh...Been there, done that-Ow!" He ducked the next slap she aimed at his arm.

"You're sick." She said, shaking her head.

"Hmmm…you think its part of my appeal?"

She sighed and turned around to get out of bed. The sensation of his fingers running along her spine reminded her that she was facing a slight case of nudity. And her dress was on his side of the room.

"Looking for this?" He held up her black dress.

Wordlessly, she snatched it from him, turned away and slipped it on, careful not to give him an eyeful. She could feel his eyes burning into her back. She got out of bed and padded around, looking for her shoes. One was poking out from underneath the bed; the other was nowhere to be seen.

She scanned the room and stopped when she saw something glinting, right in front of her. Chuck was holding the missing shoe.

"If Cinderella wants this…" he let his voice trail off.

"Oh no, you don't." Blair said, determined.

She wasn't going to let Chuck Bass work his charms on her again. No matter how sweet and tender and gentle he had been during their little adventure. Never again!

She climbed onto the bed and lunged for her shoe but he moved it higher and further away from her.

"Ugh!" She yelled in frustration as she lunged for it again. "Bass, you're such an-"

"Class act?" he offered, pursing his lips together and feigning innocence.

"I was going for 'Ass'!"

"Were you now?" He asked, his current angelic expression changing into his more common, devious one, minus his own set of horns.

"Do you always have to go there?" She made a face.

"It's one of my better qualities." His voice was low, gravelly and undeniably sexy.

Shutting out all thoughts of how irresistible he appeared just then, she made a move for her shoe and managed to pull it out of his hand, but not before he grabbed her around the waist and pulled her down against his chest.

Heart racing, face growing warmer by the second, she looked into those dark eyes, that somewhat elfin face and realized she was holding her breath. She felt his fingertips on nape of her neck, gently caressing her skin and causing mini shivers to course up and down her spine; his overpowering gaze making her feel like she would spontaneously combust any second.

She couldn't stand it any longer. Leaning forward, she found his lips and closed her eyes giving in to her passions. And Chuck didn't tease her either. He kissed back with the same sort of enthusiasm she'd experienced just a short while ago in this very room; like that ride back from the Burlesque club, where in the heat of the moment she'd given away her…

What am I doing? I confessed, to a priest, that I had given up my virtue to this self-absorbed ass and tonight I've happily given in to seconds.

"Three strikes and you're out…" she said, more to herself than to Chuck.

Chuck looked amused. "Oh, so there's a third time?" His mouth twitched. "You're way ahead of me, I'm impressed."

Embarrassment flooded her and she pulled away, trying to compose herself.

"Y'know, they say third time's a charm." He smirked. "So what were you thinking? Elevator? School bathroom? Hotel balcony, perhaps? Something suitably scandalous now, B."

"This was a mistake." She muttered, rolling off him onto her back and then scuttling off the bed, nearly falling down in the process.

"A big, gigantic, colossal, ridiculously stupid mistake." She turned to face him. "Just like the last time in your limo." She waved her shoe at him for emphasis.

His face changed to a pained expression but she pretended not to notice.

"Hey," he said seriously."I was kidding just now. You know that."

"Of course you were…as always." She remarked, knowingly.

"Huh?" He appeared to be confused.

She let out an exaggerated sigh. "I hate to burst your little bubble, Bass. You might think that this is some serious thing we have here. But it isn't." She said matter-of-factly. "So we had a fling…or two..." She wrinkled her nose to indicate she wasn't too proud of herself. "There isn't going to be a three"

"B…" He said as calmly as he could.

"Don't." She cut him off as she quickly slipped her shoes on. She rushed to the mirror. Her hair was hanging in long, loose curls and her lip gloss was nonexistent. She dabbed some gloss on in a few deft motions and quickly piled her hair up with a clasp.

"Listen to me…" He began.

"No, Chuck." She said defiantly. "This is it. This thing with us is over. Actually, it never happened. Two flings, that's it. I mean isn't that how you'd look at it normally? Let's just move on and forget this ever happened."

She said it coldly and watched Chuck's face fall. Suddenly he wasn't Chuck Bass, sexual dynamo with charm to boot. He was little boy lost who had been crushed by her cruel words. She saw confusion and hurt flash across his face. It was momentary, but she saw it. And she couldn't let it change her mind.

"Kill those butterflies, Chuck." She turned to reach for the doorknob. "Incinerate them."

"But you're not with him." He said softly.

Her hand closed around the doorknob and she turned to look at him one last time. "I'm not with you, either."

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Goodbye, my almost lover
Goodbye, my hopeless dream
I'm trying not to think about you
Can't you just let me be?
So long, my luckless romance
My back is turned on you
I should've known you'd bring me heartache
Almost lovers always do

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THE END

Feedback is loved.

Thank you's: To my awesome friend, Christy, for beta reading and offering constructive criticism.