It had been a few years since Blair's seemingly romantic gesture of going "all in" on Chuck. She thought that after becoming the benefactor of Waldorf Designs she could now be with Chuck as the power couple she thought they were.

Days, weeks, months of Chuck's business trips and Blair's loneliness ended two years later. They didn't argue, they were past it. They parted as friends.

"You need someone who can love you the way I can't, Blair. You deserve to be happy." said Chuck one morning, seemingly out of the blue

"But-" pleaded Blair

"Are you even happy? I don't remember the last time I saw you smile" he continued "all you do is work. I see how bored you get at the parties. But this is my life. This is all I can offer you."

It was true, she had already realized. She'd known for months. She just couldn't let go. She was afraid.

"Chuck, I don't want to be alone" she said as a tear rolled down her cheek. "I don't know how to be."

"You already are. You cut yourself off from everyone. When as the last time you spoke to Serena?"

It had been months - no a year.

"All for what?" he asked

"For us." she said, unconvincingly

"For us? Or for some fantasy you have of us being and epic love from one of your movies? Blair, this is real life. I'm Chuck Bass. You're Blair Waldorf. I just don't think this is going to work anymore." he said flatly

"But I love you Chuck."

"And I love you. But it's still not enough."

There was nothing left to save. She moved out of the Empire and fled the city to Paris. For the next six months she stayed at the villa with her father and devoted all her time to creating the company with Eleanor guiding her all throughout the process. She hired a hot new designer and felt like her life was finally falling into place.

One Tuesday morning, as she was reading her blogs and sipping her coffee her phone rang.

It was Cyrus.

"Blair, I. I don't know how to tell you this." his voice quivering with every word

"What?" she asked

"It's your mother. Blair, she's. She's gone."

Blair's eyes filled and her heart started pounding so loudly she was sure he could hear it over the phone.

"What..." her voice weak

"She collapsed... Blair you should be here. Come to the hospital."

Motionless she somehow uttered "OK... of course. Text me where you are."

The next few months were a blur of events. Press on her sudden death. A retrospective in magazines. She had so much to do that she didn't even notice when the designer she hired created a terrible collection for the next spring. The press said it was an embarrassment to her mother's legacy... and they were right.

She had hit rock bottom. Overwhelmed by her choices, the loss of Chuck and now her mother. She had never felt so alone.

She knew there was only one person she could call.

"Hello!" said the free spirited voice on the other end of the line

Blair wasn't even sure if she had the right number.

"Serena?" she squeaked

"Blair? Oh my God. How are you?"

"Serena..."

She could hear noise in the background. She was probably at a party.

"Blair, let me go outside. Hold on."

Blair decided she must be busy and just as she was about to hang up she heard

"There. B. What's up? How are you? I heard about your mom..."

"I got your card. Thanks..."

"I wish I could have been there... Why wasn't it public?"

"It was just a few of us," Blair answered quietly "She wanted to be buried in Paris."

She paused.

"S, I'm..."

"What B?"

"I'm falling apart. I miss you. I don't know who I am or what I'm doing anymore." The emotion pouring out of her, "I've missed you so much."

"Oh, B. I miss you too. Where are you? I have time, I want to come see you."

Blair didn't even have to ask her, she just knew.

"Paris." Blair answered gratefully

"Okay, I'll leave tomorrow."

"I can't wait to see you." Blair said, sounding happy for the first time in years

"Me either." her voice so optimistic "I have something to tell you but I'll wait until I'm there..."

"Okay" Blair said, smiling through the phone "bye, S."

"Bye B."

Serena arrived at the airport the next night.

"B!"

Blair knew her voice from across the room, she walked swiftly in the direction of her voice until her walk turned into a skip-run. They met in a hug three years in the making. The past seemed so long ago.

Serena was glowing. Her face full of life. Something Blair hadn't seen in years.

They held hands. Smiling and laughing when Blair noticed a ring on Serena's finger.

"Oh my goodness! S! What's this?" she said excitedly

"That's my news! I'm engaged!"

Blair smiled and for the split second before she continued her heart sank.