Look at me, Look at me
I am changing
Trying every way I can
I am changing
I'll be better than I am
I'm trying to find a way to understand
But I need you, I need you
I need a hand
I am changing
Seeing everything so clear
I am changing
I'm gonna start right now, right here
I'm hoping to work it out
And I know that I can
But I need you, I need a hand

–

They're not friends.

Far from it, in fact. For every civil conversation they have, they have ten hostile ones to counteract it. She's everything he hates about humanity personified; spoilt and privileged and unashamedly vocal about her belief that she's better than him.

They're not friends. But he's never been the type to turn away a person in need, no matter how much they grate on his nerves, and they have been considerably friendliertoward one another of late.

So when she arrives on his doorstep late one night, tears streaking down her face and makeup ruined, he lets her in without a word of protest. He makes her a cup of coffee – even uses the expensive granules that they keep for special occasions – and doesn't take offense when she scrunches up her nose after she takes a sip and asks him snottily; haven't you ever heard of sugar, Humphrey?

You're sweet enough already, Waldorf, is on the tip of his tongue, but he refrains from speaking the sarcastic comment aloud when he hears her sniffle. Mouth setting in what he hopes is a sympathetic smile, he hands her a tissue. She snatches it off him ungratefully, and he grits his teeth as he takes back the coffee and tips it down the drain, rifles through the cupboards for two long-stemmed glasses, and sets both on the countertop with a bottle of red wine.

When she looks at him curiously, he shrugs his shoulders, infuses his voice with just the right amount of wryness as he states, "Neither of us want to do this sober."

Accepting the glass, she waits until he's poured it almost to the brim before moving away to sit on the sofa. He follows seconds later, sits a careful distance away from her; not too near, not too far, and waits for her to begin speaking.

He's pretty sure he knows the cause of her distress – there's only one man alive who could be responsible for such a drastic change in plan as Blair Waldorf returning to Manhattan not even twenty-four hours after she'd left – but he's sure he'll be given all of the details in a matter of minutes, whether he's interested in hearing them or not.

Truthfully, he doesn't know what he was expecting. After all, what more could Chuck Bass possibly do to break Blair's heart than what he's already done? But as she starts talking, he knows in his heart that this new twist in their tale wasn't one that anyone could have anticipated.

"Bastard went and got himself shot." She all-but-snarls, though silent tears run rivers down her cheeks. Too shocked to do anything other than gape at her, she mistakes his surprise for confusion and clarifies, "In Prague. A red light district, of course."

"Is he okay?" He asks dumbly, not because he really cares to know the answer, but because it's the first thing that pops into his head.

It's her turn to shrug, and she does so in a way that he notices the frailness of her thin shoulders encased only in a light summer cardigan. Briefly, he wonders if she's cold; he imagines that she had dressed in anticipation of a hot Parisian summer, and not for the still relatively-cool temperatures in New York. Then he remembers that it's not his place to worry, and that any concern he might show her would not be well-received.

"I don't know." She admits finally, and when she looks at him with wide, tear-laden doe eyes, he can't help but find her beautiful. Beautiful, because even with mascara tracks running down both sides of her face and eyes red and puffy, she's still the fierce brunette who he hates to admit that he admires. Vulnerable though she is at this moment, he knows that this won't break her. He knows that even if Chuck Bass ends up laying dead in the morgue of some hospital in Europe, she'll still carry on functioning.

It's easy to see the two as the Romeo and Juliet of their time, to believe that it's impossible for one to live without the other, and he knows in his heart that even he's been guilty of that belief at one point. But he sees now that it's not the case. Because Blair Waldorf is stronger than Chuck Bass will ever be – stronger than anyone else he knows, if he's honest – and she'll force herself to go on, if only to say that she did.

He can see it in his head, how the scene would play out. A spiteful Blair leaving her withered and wrinkled body behind and transforming into the nineteen year old girl of her past, rising into the sky and meeting the spirit of the man who would remain frozen at nineteen forever. Can almost imagine her spitting at him, "You may have died, Chuck Bass, but I survived without you."

But Chuck's not dead yet – not that he knows of, at least – and the brunette in front of him is still talking.

"Serena and Nate, Eric and Lily – they've all left. Serena caught a connecting flight from Paris, but I... I couldn't." She shakes her head, lowers her eyes, as if ashamed.

"Why, Blair?" He asks for her sake, so that she might put some set reasoning behind the decision that he's sure she's been wondering about since she made it.

Her eyes meet his again, and she swallows thickly. "Because if he... dies, then I don't want to be there to see it happen. And if he lives, and I see him laying in that hospital bed, I know that I'll take him back. And I don't want that either."

And she gulps back the wine he poured as though she's dying of thirst, and he raises his own untouched glass to his lips and takes a sip.

A toast; to the man that they both hate, but who one of them also loves to a fault, and forever will.

–

He lets her stay over, even gives her his bed.

He'd actually suggested she take Jenny's room, realizing his mistake several seconds later as her eyes darkened and glinted with something dangerous that sent a shiver down his spine. To repent, he hastily offered up his own room, even changed the sheets on the bed at her behest without complaint. After she's settled and fast-asleep; jet-lag and wine coupled with the exhaustion of shedding too many tears in one night causing her to drop the second her fatigued head hit the pillow, he takes a pillow and a blanket and lays down on the sofa.

He's wary of sleeping in Jenny's room, too; knowing her sins of late, he isn't ready to enter past the threshold into his little sister's childhood room; can't quite deal with the pastel colors and the stuffed toys that he knows still line the shelves.

Much as he'd like to place the entire blame on Chuck Bass for taking advantage of his sister – and he does, to a point – he knows that she's not blameless. She'd admitted as much to him in the chapel – lamented that she'd destroyed Chuck's life, even as she shed tears for her own lost innocence. She had been truly repentant, not least after their encounter with Blair in the lobby.

("No, Dan, you don't understand!" Jenny cried, flinching away when he tried to console her. "I knew. I knew how much she... She loves him, okay? I've seen her before, when she's heartbroken, but that... that went beyond everything else I've seen. She is never going to forgive me."

"It's not your fault, Jenny." He had replied, still burning with ire. "It's his."

She had just shaken her head, "He was going to... I saw the... it's beautiful – all she's ever wanted. I've ruined everything...")

At the time, he hadn't made the connection between Jenny's distraught words and what he had witnessed in the lobby of the hospital beforehand, but now he thinks he understands what was happening.

He wonders what it must feel like for Blair. A quick glimpse of a ring, waiting with bated breath for the question, hoping fervently that it is what she thinks it is... Only to have her dreams crushed seconds later as the walls close in around her and her life shatters before her eyes.

She must drive herself crazy with 'what might have been's, he muses, as he lays with his hands beneath his head, elbows jutting into the air.

If she had only left a little earlier...

If Dorota hadn't gone into labor...

If she hadn't wasted time by going to the Empire State Building first...

If she had just been on time...

It's cruelty, to be sure. To give her all she's ever wanted – Chuck Bass, hers forever, basically – only to snatch it away before it's even fully in her grasp. He wonders how she copes with that; knows she must blame Jenny and Chuck... Perhaps even herself?

The one time Blair Waldorf isn't punctual is the time it matters most.

He thinks that her 'what if's must eat her up inside.

He knows that his do.

–

As they eat breakfast together the next morning, he finally tells someone the secret that's been plaguing him these past few days. He's not even surprised when her first response is to make a mockery of it all.

"And you believed her?" She asks scornfully, amused despite the serious situation. "You can't honestly be dumb enough to fall for Georgina's tricks."

He stares down into his coffee, "I saw her stomach."

"A placebo!" She cries, waffle waving dangerously on her fork. He'd bullied her into eating, ignoring her moans of calories and going to go straight to her hips. "It's padding!"

"That only happens on TV, Blair." He tells her dully, getting to his feet and taking the sonogram out of the drawer to show to her, "She's definitely pregnant."

She snorts derisively, tosses it back to him. "It's called Google Images, Humphrey. Printed out on photography paper to give the desired effect."

"It's dated." He points out the tiny white numbers at the bottom,

"Photoshop!" She waves a hand in dismissal. "Look, I know Georgie – nothing is as it seems with her. She's been sleeping around since she was eleven; if there's one things she's meticulous about it's birth control. There's no way she'd slip up, even if you did." She pauses, narrows her eyes. "Did you?"

He blinks, surprised. It isn't something he's given much thought to, reluctant though he is to believe anything that comes out of Georgina Sparks' mouth. "I... I don't know. I mean, I'm never... careless. But, I suppose, in the heat of the moment, I might've... You know what? It doesn't even matter, anyway. Condoms aren't 100 percent reliable, everyone knows that, and even if she was on the pill, she might've been had a stomach bug or something..."

"I'm the resident bulimic around here, Humphrey, not Georgina." Blair deadpans, causing him to start.

He'd always suspected that she had an eating disorder – Serena had hinted at as much in the past, and her near-refusal to eat this morning wasn't exactly a one-off – but she'd never been explicit, and he hadn't dwelled much upon it. But to hear his suspicions confirmed, and by the girl herself – it's a shock. Especially when she announced it so casually.

"Besides, it takes time for the drugs to leave your system," she continues, "a day or two wouldn't cut it. Think about it Humphrey – it doesn't add up." She stands up, straightens her curls, picks up her handbag and shifts it further up her shoulder, readying herself to leave. "Thanks for breakfast," she says grudgingly, looking down at her empty plate and sniffing loudly, "it was... edible."

He rolls his eyes, folds his arms across his chest and follows her to the door, holding it open for her. She walks through it gracefully, hair swishing behind her.

"Oh," she says, turning slightly, "and just so we're clear-"

"-this doesn't make us friends," he interrupts wearily, running a hand through his hair. "Yes, Blair. I know."

The corners of her mouth turn upwards and she grants him a small smile, "Goodbye, Humphrey." With that, she turns on her heel and leaves, the click-clack of her stilettos echoing on the hard wood flooring.

–

The next time he sees her, she's sitting alone in the middle of Central Park, staring out into the distance.

He almost doesn't want to disturb her; she looks so peaceful, so serene, the way she never is usually. While Serena was always a bundle of exuberance, no doubt about it, Blair had always had a certain restlessness about her, too. She exuded passion and power, her authority felt by everyone whenever she took charge of a situation. She was a born leader.

But not of late.

When first she didn't succeed in gaining support at NYU, he had been relieved. Grateful. Hopeful. He thought that perhaps the blow to her confidence would help in deflating her ego, in ensuring that she grew out of her wrongful assumption that she was better than everyone else merely because her bank balance was infinitely larger. He thought that it was for her own good – that she'd be grateful for it in the end.

He was wrong.

The blow did indeed deflate her ego – but he had no idea at the time exactly how exhausted it already was. Because of her confident and self-assured nature, he, like most others, assumed that she thought highly of herself. That she was secure in the knowledge of her worth and her value. He disregarded all the hints that were there – the 911 call to Serena the Thanksgiving of '08, for one – and took her at face value.

Never would he have pegged Blair Waldorf as having issues with her image. Her personality leaves much to be desired, in his eyes, at least, but he'll willingly admit that she's stunning. But, he supposes, with Serena as a best friend, anybody could be overshadowed.

Except that the two aren't the same. Are breathtaking in different ways. Nate had made the distinction once, one drunken night before school started last summer.

("I don't know, man." Nate frowned as he thought hard, "I mean, Serena's drop dead gorgeous, you know? But Blair, she's... beautiful. Serena's always laughing and smiling, so you kind of get used to it after a while, but Blair... On the rare occasions where she smiles – I mean really smiles – it's like 'wow'."

He smiled, a little wistfully, and Dan couldn't help but wonder which girl he was thinking about. The one who he'd never really had, or the one he'd held onto for too long? The one who had spent the summer romancing random men, or the one who had spent every day loved up with his best friend.

Nate cleared his throat, came back from wherever he was and looked down into his beer. "But, hey," he laughed, though it seemed forced, "I have Bree now, right?)

He doesn't want to disturb her. But he does anyway. Because he thinks that maybe she needs disturbing. It's not good for a person to sit and think for too long – and Blair has plenty to think about, today of all days. Especially after the text he had received this morning from Serena.

Doctor says he's gonna be OK xxx

"So, I hear there's a new breed of cockroach." He says, sliding into place beside her. She snaps out of her daze, looks at him blankly. "It's called the Chuck Bass Special. Apparently it's all but impossible to kill."

She'll forever deny cracking a smile

–

They spend time together throughout the next few weeks. Sometimes they plan it, other times they just happen to run into each other. After all, with Nate and Serena staying in Prague until Chuck recuperates and Vanessa in Haiti, it's just the two of them.

They're still not friends.

...but they're a little bit closer to it than before.

–

Georgina's kind enough to give him space those early weeks of summer; says she understands that he needs time to comprehend what's happening. It's not until a month later that she finally returns, more pregnant than ever.

They talk for a while, start planning for the baby that's inevitably coming. He's yet to tell anyone other than Blair; even Gossip Girl hasn't broken the story.

Yet.

He's just beginning to get his head around the entire thing; he'd never expected that he'd be a father so soon, can't help but wish that it was just a false alarm like it was with Serena Junior Year, when the blast does come. He reads the words 'baby' and 'Georgina' with a sigh, before his resignation turns to shock as he scrolls through the rest of the article.

Apparently Georgina had gotten mixed up with a particularly wealthy Russian businessman, someone who was desperately searching for his "pregnant American fiance who disappeared without a trace some three months previously". The man, aged 53, was positively sick with worry.

"Am I good, or what?" Blair chirps smugly, announcing her presence in the loft. He just blinks up at her. "Georgina admitted to everything – including the fact that she's only seven months pregnant, not eight like she told you. There's no possible way it could be yours, Humphrey." Face softening, she adds quietly, "Sorry."

Still blinking, he just nods in lieu of a response.

–

June turns into July, and with Serena and Nate still MIA – Eric and Lily and his father had returned several days prior, wisely entrusting Chuck's welfare to the professionals, with whom he was considerably more receptive (probably because they were in control of his drugs), but the newly-reunited couple had decided to do a tour of Europe – he and Blair spend 4th of July in Central Park.

(They consider it common ground; not quite Brooklyn, not quite UES)

Throwing bread to the ducks is Blair's favorite pastime, he finds out, though he's less than enamored with the birds, having had a bad experience at a petting zoo as a child. Nonetheless, he stands dutifully by her side as she hurls the still-warm French bread out into the pond. Partly because he finds this different – almost childlike – quality of her personality strangely intriguing, and partly because he didn't want to spend the day listening to tales of Nate and Serena's trek around Northern Italy from an oblivious Lily.

It's bad enough Serena keeps texting him photos; he doesn't need to hear a play-by-play.

Later in the day, they migrate back to the loft – Blair's disdain for the place still strong, but waning with time – and drink champagne. '95 Dom, supplied by Blair, though he catches her wiping away a tear when she first opens the bottle.

He knows it has to do with Chuck – almost every tear she sheds had something to do with the bastard – but he knows better than to ask. He's beginning to read her a bit better than he used to, can usually tell when she's in the mood to talk and when she's in the mood to just sip her champagne in silence. Tonight, he's sure, is the latter.

But then she speaks, eyes glinting with something he doesn't recognize, and he's lost in the puzzle that is Blair Waldorf again.

"Tell me something true, Humphrey."

So he drinks, and he winces at the overly-fruity taste, and he admits almost bitterly;

"I was going to follow you and Serena to Paris this summer. Was gonna tell her that I still had feelings for her."

She's quiet for a second, "And then Georgina came?"

His grip on his glass tightens, and his voice is tight when he confirms, "And then Georgina came."

It still hurts. He's grateful, of course; when he has children, he wants it to be with the woman he loves. But he's disappointed, too. Had almost gotten attached to the image of a tiny baby with his eyes and his nose.

"Tell me something true, Waldorf." He says finally, pouring them both more of the sickly-sweet alcohol.

She hesitates, closes her eyes as she confesses. "I still love him."

And they both drink. Again.

–

They kiss.

Once.

Driven out of too much alcohol and too much loneliness, their lips meet gently one night. It lasts only a few seconds, and they both pull away at the same time.

He laughs when she immediately makes a face, wipes her lips with her sleeves like a child who still believes that boys have cooties. He's still laughing when she takes hand-sanitizer out of her purse and proceeds to dole a generous portion out onto her palm, and he's almost in hysterics when she asks if he has mouthwash.

She's Blair Waldorf, and he's Dan Humphrey; it'd never work out.

Still, it's nice to have confirmation of that fact.

–

It's the last night of summer, and he's not even surprised when he ends up staying the night with her.

Nothing happens – they've learned their lesson from that kiss – but there's something in the air between them that wasn't there before. Nate and Serena are due back tomorrow, and Vanessa on Saturday. Classes start in a few days, and they're parting ways; her to Columbia, him to NYU.

It feels like the end of something, but he's not sure what. Not even sure when they became anything to each other, let alone something,

To mark the occasion, he gives her a gift. It's cheap, cost him less than twenty bucks at his favorite bookstore, but he has a feeling that this time she won't care about the price tag. He doesn't even bother wrapping it, just hands it to her straight.

"I know you love the movie, but I figured that you'd never read the book before." He explains, when she looks between him and the gift in surprise. "He's good, you know – Capote, I mean. I think you'll like it."

She doesn't say thank you, and he doesn't expect her to.

They just nod at each other, understanding completely. This is the end for them – their friendship wouldn't survive the Fall. He has to deal with his feelings for Serena and Vanessa, and she'll soon have to confront Chuck.

There's no official word on when he's back, but he can't imagine it'll be much longer; with Blair starting fresh at Columbia, he knows Chuck won't be long integrating himself into that life. He can't risk not doing it, not if he wants to win her back.

And she will take him back – that's a certainty. Maybe not now, or in the next five years, but eventually.

So with all of that in mind, he asks with a small smile, "Tell me something true, Waldorf."

"You're probably the best friend I've ever had," she informs him, and the faraway look in her eyes tells him that she's thinking about the ever-flighty Serena, before clearing her throat. "Which is why we can't be friends anymore." She smiles a little, sadly, says with forced contempt. "Any longer and you'll screw up, and I can't have another frenemy in my life. Lords knows I have enough already."

"I'll miss you too, Blair." He chuckles, clinking his glass against hers.

–

When she calls him the next day, seething with rage, he's confused for a few seconds. "But I though that you watched the movie? Holly's an escort in that too, right?"

"It's implied." She hisses, "It never explicitly says so! Congratulations, Humphrey, you've just succeeded in ruining my favorite movie of all time. I hope you're proud."

She hangs up, and he's left staring at the phone wondering how his nice, thoughtful gift could have been so misconstrued.

He doesn't think that he'll ever understand Blair Waldorf. But he will admit this much; for a summer that was probably the worst of his life so far, he certainly had a lot of fun.

.Fin.

A/N - Song is 'I Am Changing' by Jennifer Hudson in Dreamgirls. R&R.