Blair tried not to cry as she directed Marcus back to the penthouse. She had made her decision, it was time to take things with Marcus to the next level. Chuck Bass could burn in hell for all she cared.

"Darling, why don't we go up to my room and talk?" Blair asked placing her hand suggestively on Marcus' thigh.

"That sounds lovely." He replied in his delicious accent. Blair smiled.

"Take me to the Waldorf penthouse." Chuck ordered his limo driver. "Make it fast." The man nodded and moved quickly to the driver's seat. As he felt the car begin to move Chuck took a deep breath he was going to tell her how he really felt. He didn't want to lose her.

Blair led Marcus into her bedroom and sat him on the bed next to her. "I think we should make love." She told him softly kissing his lips. Marcus responded eagerly pulling her onto his lap. Blair thought she had heard the elevator ding but ignored it. Dorota was on vacation and her mother was in Milan.

Chuck slipped quietly up the stairs. Blair's bedroom door was slightly ajar and he paused in the doorway before pushing it open wider. He saw Blair straddling Marcus and his stomach dropped. He was about to turn and leave when Blair looked at him as Marcus began to nibble her neck. He felt his pants tightening as Blair kept her eyes on him while lifting her form fitting white dress over her him. She was putting on a show for him and Chuck Bass loved a show.

She motioned for him to come in as she ran her hands over Marcus' chest and undid the buttons on his shirt. Chuck slipped into the shadows and watched marveled at her. Blair's eyes never left his as she removed Marcus's shirt and straddled his lap once more. Chuck could feel his trousers growing tighter by the second but he resisted the urge knowing that any movement might attract Marcus' attention.

Blair had decided going through the motions with Marcus would be less then satisfying but after seeing Chuck slip into her room to watch she felt herself getting wetter as his eyes followed her every move. She slowly gyrated against Marcus' crotch all the while looking at Chuck. She could see the bulge in his pants growing tighter and imagined that it was him she was riding.

"Blair." Marcus whispered against her shoulder and Blair looked down at him. "You're so beautiful." She smiled at him feeling Chuck's stare washing over every inch of her.

"Darling why don't you lay back against the pillows." She said to him in a seductive whisper and Marcus quickly complied. "Close your eyes." She said. He did as he was asked and Blair turned to look at Chuck as she slowly removed her bra. She let her hands trail along her perky breasts and her hard nipples as Chuck's jaw clenched.

She turned her back to him and removed Marcus' pants. Once his erection was freed Blair slowly licked down its' length and Marcus moaned her name. Blair smiled knowing that she gave the best head on the Upper East Side. She knew Chuck was enjoying the show because she could hear his breath hitching from his hiding spot.

Blair ran her tongue around the head of Marcus's penis and stood up once again. She kept her back to Chuck as she slipped her La Perla's down her hips slowly revealing her soft skin to him. Chuck longer to touch her but touched himself instead. She was a minx and he didn't want the show to end. Blair stepped out of her underwear and kicked them to Chuck.

He picked them up and felt how wet they were. He had to stifle a moan knowing that knowing he was watching her every move was turning her on even more. Blair slid back over Marcus and put her thighs on either side of his. She arched her back so that Chuck had a view of her wet pussy. She lowered her mouth over Marcus' penis and he moaned her name once more.

Chuck slowly slid the zipper on his pants down and took his rock hard member into his hand. He pumped his fist slowly back and forth as he watched Blair go down on Marcus. She spread her legs wider, giving him an even better view of her dripping mound and slowly slid two fingers into herself. Chuck heard her moan softly and fought the urge to remove her fingers and replace them with his cock.

Blair swirled her fingers over her throbbing clit and closed her eyes as she imagined Chuck getting himself off as he watched her. She increased her speed as she swirled her tongue over Marcus' penis.

"Baby are you ready for me?" She purred to Marcus as she added another finger to her throbbing vagina and heard Chuck's breathing hitch once again.

"God yes." Marcus replied moving as if to sit up. Blair quickly pushed him back down.

"Oh no darling I like to be on top." She said as she increased the speed of her fingers and felt her orgasm hit. Chuck watched her body reacted to her climax and nearly joined her. He took a shuddering breath remembering what it felt like to have her walls clenching around him as she screamed his name.

Blair pulled herself up and positioned her entrance directly over Marcus' penis. He moaned as he felt her wet heat above him. She teased his head between her folds. Chuck held his breath in anticipation. Slowly Blair slid Marcus inside her and threw her head back. Marcus called her name and Chuck had to once again rely on his years of experience to keep from coming at the sight.

Blair quickly began to ride Marcus, she leaned forward letting Chuck watch as she pounded Marcus in and out of her. Marcus was clenching her sheets and crying her name over and over. Blair barely noticed because she was picturing Chuck with his eyes closed and his hand around his dick watching her fuck Lord Marcus.

Blair stopped her gyrations and quickly turned around into the reverse cowgirl. Marcus brought his hands up around her hips and mumbled something that sounded like "oh yes". Blair ignored him and met Chuck's eyes. His hand was pumping up and down on his large erection and she licked her lips.

Chuck watched as Blair slowly began to move herself up and down over Marcus. Her eyes never left his. She slid her hands between her thighs and began to move slow circles around her clit as she stared into Chuck's eyes. The idea of him getting off watching her fuck someone else was driving her wild and watching him touch himself was only making her more turned on.

Marcus cried her name and blew his load. Blair slipped him out of her and even though she was still not satisfied she faked it and kissed Marcus softly on the lips.

"That was amazing Blair." Marcus whispered. Chuck moved farther into the shadows.

"You were wonderful." She replied. "I have to get up early tomorrow so I think that maybe I should sleep alone tonight." Ever the gentleman Marcus rose to leave.

"Of course, darling. I'll call you in the afternoon." He quickly got dressed and kissed her on the cheek. He shut the door behind him and Blair rose to lock it.

"Chuck." She whispered and Chuck nearly came just hearing his name on her lips. "How did you little my performance?" Blair slid over to him and took him in her hand.

"I've never been so turned on in my life." He admitted reveling at the feel of her tiny hand around him.

"Me neither." She said. "If you hadn't been watching I would have been left all hot and bothered. Just watching you made me so wet. I'm still dripping, feel." Blair brought his hand against her mound and Chuck felt his head spinning.

"Blair." He hissed.

"Chuck, fuck me." She whispered and crushed her against the wall. She tightened her legs around his hips as he pounded into her.

"Were you thinking about me as you rode him?" Chuck asked her. "Did you wish it was me?"

"Yes." Blair cried feeling the pressure building.

Chuck pounded into her one last time before he reached his climax and Blair soon followed.