A/N: Slightly AU during the conversation between Chuck and Blair at the end of 4.09 – The Witches of Bushwick. What if that lovely C/B moment - 'if two people are meant to be together…" didn't quite turn out the way that it did? What if instead, Blair walked away? Set about five years into the future…give or take a couple of months. Also, the Juliet drugging Serena thing never happened. C/B.

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Five years earlier

"I'll give you the money to start whatever foundation you want," Chuck said, willing her not to make this decision.

"It won't change anything! Anne's right, as long as I'm with you, I'm Hilary in the White House and I want to be Hillary, Secretary of State—but with better hair."

"Then we'll find another way to show the world you're a force to be reckoned with. We'll build our futures together."

"I followed my heart all last year, and it led me nowhere. Now I need to follow my head," Blair admitted.

"You don't need to choose between them. Look at Brad and Angelina, they take turns on top!"

"Yeah, but she won an Oscar first! I'm sorry, but I have to be Blair Waldorf before I can be Chuck Bass' girlfriend."

"I love you," Chuck begged.

The words were on the tip of her tongue, ready to be bandied back, both by habit and because she meant them. But now was the moment for her to decide—she would either continue this destructive cyclical pattern of give and take or she needed to make as clean of a break as possible, and follow through. Very slowly, in a voice used to soothe, she said, "We have an epic past, but I'm tired of our old memories, beautiful and heartbreaking as they may be. I remember every detail, but I just don't want to re-live it every time I make a decision. I love our past, but I want a future."

"But Blair, our past defines us. If we didn't have our past, we would be meaningless to each other. There's a reason why history is so important," he reasoned.

"Our past! Our history! Everything we've been through!" Blair snapped. "Aren't you tired of it, Chuck? To have to rely on the best but worst parts of who we are? I'm not saying I would change it, because than I would have never experienced this with you. But I don't want our mistakes in our past to rule our choices in the future."

"You're throwing us away? Everything we are, you want to erase. Did you ever love me?"

Blair's hand reached out to cup his cheek. "I love you, Chuck, I will always love you. But right now, I can't be with you. And I don't know if I can ever be with you again."

"Blair, please!" As she started to walk away, he grabbed her wrist, and forced her look at him. "If two people are meant to be together, eventually they'll find their way back."

She saw the desperation and tears in his eyes, as she felt one trickle down her cheek. Blair wiped it away, and steeled herself from responding to what she believed to be his heart in words. Freeing her hand from his grasp, she whispered, "Goodbye, Chuck."

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Present

In true Blair Waldorf fashion, one engagement party was never going to suffice. So when she looked her fiancé, Louis Grimaldi, in the face, she countered with, "I'll settle for two." He looked at her adoringly, before nodding in agreement. And now, six weeks later, her parents were hosting the first celebration at the Ritz Paris. Eleanor and Harold and Cyrus and Roman had spared no expense, for their Queen B was about to become a princess.

Her guests had flown in from all over the world, yet her heart still fluttered, wondering if he would make it. She had checked and double checked the RSVP list a dozen times, just to confirm that his name staring back at her wasn't just a figment of her imagination. It had been almost five years since she had last seen him. On occasion, she would wake up in a panic, hearing some of the last words she had thrown at him, I don't want our mistakes in the past to rule our future. In her dreams, she would see his crestfallen face, as he had asked her so, you're throwing us away? She would see the tears forming in his eyes, as he had finally realized she was walking away from him, maybe for forever. She hadn't know if she should be grateful or hurt that he had left her alone, that he had completely faded into the background and had not tried to contact her all this time.

The replica of the red gown Audrey Hepburn wore in Funny Face, fit impeccably. It had been a bit silly, but there was something old world and whimsical about it, and it was Audrey in Paris. When the seamstress had come by their penthouse two weeks ago to do the final alterations, she had instinctively reached for the Erickson Beamon necklace—it would've been perfect. That was the moment she knew she had to send him an invite, he had been dancing on the fringes of her mind ever since she had accepted Louis' proposal. When she looked down and saw that it was Louis' face that stared up at her, and that it wasn't his, Blair knew that this was the end of their epic love story

She had the invitation sent out directly after the seamstress left, and before she could rein in the impulse that had caused her to send it. It was time for her to say goodbye to her past.

Blair floated around the room with Louis on her arm. From the corner of her eye, she saw a glimpse of a pair of golden, shiny heads and detached herself. Serena and Nate were here! Her heart thumped faster, as she looked past the duo to see if he had arrived with them. When she did not see a third member in their party, she tamped down the wave of disappointment as two of her best friends doled out hugs and kisses, telling her how stunning she looked.

With a smile pinned to her face, Blair began wondering what was wrong with her. This was her engagement party, for heaven's sake, and all she could think of was seeing an old flame. She felt Louis' arms wrap around her waist from behind, as Serena and Nate started to chat with him, congratulations being repeated, and more hugs and more kisses. Blair started to feel like she was suffocating. She excused herself from the trio, citing the need for a bit of air. Before any of them could object, she waived them off, insisting she'd just be a minute. As she struggled for composure, she slipped through the large terrace doors and out onto the balcony.

"Blair," she heard his voice, just above a whisper, as she whirled around and met his eyes.

"Chuck," she breathed, a soft smile crossing her face.

"Or should I say, Jo Stockton?" He smiled back. He had not missed a step and recognized her choice in attire.

"How are you?" She asked, meaning it.

"Not as good as you look," he returned. "I had almost forgotten how beautiful you were. Photos have never done you justice."

She blushed as she softly tapped him on the shoulder. "You always did know how to charm a girl, Bass."

"Just one, Waldorf, just one."

Looking at him in his perfectly tailored charcoal suit, she couldn't help but feel a strange sadness. This was her childhood friend, the one time love of her life—he was all grown up and practically a stranger. There were so many things she wanted to say and ask him, but she didn't know where to start. Finally, she settled for polite conversation, "So where's your date?"

"No date."

Blair raised a brow.

Chuck shrugged. "I'm not seeing anyone."

She crossed her arms, brow rising even higher.

He laughed and put up his hands, "Blair, I come in peace. I don't have any games or plots up my sleeve. Besides, tonight is about you and Louis. I'm here to celebrate with you, that's all."

Wrinkling her nose, she looked at him suspiciously, before throwing her arms around him into a hug. That was the first mistake—she had forgotten how perfectly they fit together and how much he made her body tingle with excitement. She heard him inhale her scent as he burrowed his head into her neck and murmured, "I've missed you."

Luxuriating in his embrace, she answered back, "I've missed you, too."

As though he realized that holding her any longer would be deemed inappropriate, he released her and stepped back. "Save me a dance."

"Chuck," she paused. She shook her head, "We really shouldn't."

"Meet me back out here in an hour. Just one dance. It'll be the last time I get to hold Blair Waldorf in my arms," Chuck requested sincerely.

"Okay," she nodded and disappeared back into the ballroom.

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Exactly fifty-five minutes later, Chuck still stood out on the balcony, overlooking the lights of Paris. It had been much more overwhelming then he had imagined, seeing her again. And despite his intentions, he had still not set foot inside the party. He didn't know if he could stomach looking her fiancé in the face and sincerely congratulate him. He didn't even know what Blair had told Louis about him or their past. He had caught a glimpse of Serena and Nate inside, but since they didn't know he had also been invited, he hadn't wanted to cause what was sure to be an awkward scene. So, he had bided his time on terrace, waiting for the hour to pass.

When she had couriered the invitation to his office two weeks ago, it had almost been enough to send him over the edge. He had been so good, so disciplined, in staying away from her. He had turned the crisp, ivory invitation in his hands over and over, waiting for the pain to subside. It was as if he was back lying on the street in that alley in Prague. But instead of a single bullet, he felt as though he was being shot repeatedly. The only woman he had ever loved was going to get married, to someone else.

It was the handwritten note in the corner that had convinced him to go, I hope you can make it…-B.

It had taken two days for him to have his secretary RSVP a "yes." He weighted the foolishness of showing up without a date, but then he remembered her words the last time he saw her, I don't know if I can ever be with you again. He remembered her hurt—hurt that he had caused, and how after that day, he had done his best to let her go. Blair had been so shattered that he stopped her pain the only way he had known how—getting her as far away from his as possible. Not keeping tabs on her through a PI and unsubscribing to Gossip Girl had nearly killed him. Some days he wondered if she knew the strings he pulled and the anonymous donation he gave to get her a spot at Yale. He had wanted to give her a chance to heal, had wanted to give her time to open herself up again to him. And clearly, that had not worked.

He hoped that she wouldn't mind this small surprise he had planned for her. He wasn't lying when he had told her there was no plotting, but it was the only way he could show her how he felt without pressuring her to respond. It was his goodbye, a love letter, if you would.

The clickity-clack of her footsteps caused him to turn around. Her timing had always been flawless. As the current song playing was coming to a close, Chuck held out his hand. Blair rolled her eyes and allowed him to twirl her into his arms, as she heard the opening strains to the song he had arranged to be played.

Our romance won't end on a sorrowful note,

Though by tomorrow you're gone;

The song is ended, but as the songwriter wrote,

The melody lingers on.

They may take you from me, I'll miss your fond caress.

But though they take you from me, I'll still possess.

Her eyes widened, "Chuck, you didn't…"

The way you wear your hat
The way you sip your tea
The memory of all that
No, no, they can't take that away from me

He smiled sadly, "It's the only way I could think of to say goodbye."

The way your smile just beams
The way you sing off key
The way you haunt my dreams
No, no, they can't take that away from me

Blair's hand tightened on his shoulder as she looked up at him, and drew his head down so their foreheads touched, and their eyes were glued to each other.

We may never, never meet again
On the bumpy road to love
Still, I'll always, always keep the memory of

A tear slid down, Blair's cheek, as she stifled a sob. Chuck raised a hand, and as he brushed away the tear, he cradled her face. She pulled away and laid her head on his chest as his arms tightened around her. She clung to him.

The way you hold your knife
The way we danced till three
The way you changed my life
No, no, they can't take that away from me
No, they can't take that away from me

They stood there together in an embrace, long after the music had ended. They had not known that three sets of eyes were bearing witness to their intimate goodbye—Serena and Nate from one corner, and Louis in another.

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Chuck had kissed her on the shoulder before immediately leaving after their dance on the balcony. She had gone directly to the private ladies room to compose herself. And although Blair gave the complete impression that she was the happy bride-to-be, she felt the furtive glances from Serena and Nate. It amazed her how true to his word Chuck had been. The gesture had been so unexpected and thoughtful—he had behaved like a perfect gentleman. If she had not thought of Louis once during their dance or throughout most of the night, what was she doing engaged? In the less than four minutes she had been in Chuck's arms, she had felt like she was home. She had to talk to him, tonight.

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tbc

A/N- In case you are wondering some minor details...

Jo Stockton is the name of the character that Audrey Hepburn played in the movie Funny Face (my favorite Audrey flick, by far). And the dress, of course you can google "Audrey Hepburn Funny Face" and voila!

The song is "They Can't Take That Away From Me" by the Gershwins. Also, the version that I have in my story would be the Fred Astaire version from the "Fred Astaire: Stepping Out" album, because it's male vocals, slowed down to a pace that suits the scene as well as having the intro that isn't in most other versions…although my favorite version is, of course, the Ella Fitzgerald/Louis Armstrong one.

For the most amazing beta in the world, Noirreigne, who understands my need to post this during a time where there is a serious lack of Chair fics out there, and has opted not to admonish me on temporarily halting work on Mad About You until this story is resolved.

And for my beta-ee Chris2035, who I love, just because she is adorable and has listened to my rantings.

I've been writing like a madwoman, and my goal is to have this completed before the new episode of GG airs. This storyline has been brewing since 4x05 aired.