Her lips brushed against his, as softly as a whisper.

Chuck's eyes widened in shock. Blair Waldorf was actually kissing him.

Simple honesty...

You were amazing up there...

had accomplished what years of lewd commentary...

I'm honoured to be playing even a small part in your deflowering... so this is your bed...you can repay me later...

had not.

Chuck's lips curved into an involuntary smirk... if only he'd realised this sooner.

Suddenly, his lips froze under Blair's and he pulled away. This was Nate's girlfriend and one of his best friends... inebriated as she was, she deserved some respect... and a chance to reconsider.

'You sure?' he whispered, surprising both himself and her.

For a moment he thought the spell was broken. Part of him, albeit a very small part, hoped that she would come to her senses.

But when Blair's reaction finally came, it was not the one that Chuck had expected.

Blair's lips crashed into his; her lips moved against his, hungrily, almost desperately. Her delicate fingers tangled into his hair as she pulled herself up into his lap. Blair's touch ran through him like an electric current; never had he felt so alive. His arms curved around her waist as he closed the space between them.

Chuck's hands moved down her shoulders as he slid the straps of her slip off her shoulders. Her skin felt like silk beneath his fingers.

Chuck's throat tightened as Blair's hands grasped at his shirt collar. Her fingers fumbled with the buttons.

The tiny, more rational, part of Chuck's mind was trying in vain to construct a list of reasons why he shouldn't be doing this, but the feeling of her velvet skin against his, her lips grazing against his lips... his neck... was making it hard.

He silently wondered how far she'd let him go. If she didn't tell him to stop, he knew that he sure as hell wouldn't be able to. Blair Waldorf had always fascinated him...

'Blair' he gasped, as she continued working on undoing his buttons 'We shouldn't do this'

'Please...' she whispered, her eyes black with desire

Chuck's breath hitched in his throat as he glimpsed the passion and intensity behind those eyes

'Are you really sure?' He had to try again

'I've never been more sure, Bass' Blair breathed against the contours of his jaw.

With all hesitation gone, Chuck threw himself into kiss completely. He had her permission to go on, so he'd worry about the consequences later... and he knew that there would be consequences.

Their kisses deepened, becoming more frantic by the second. Chuck poured all his need and desire for her; a desire which he had until now kept hidden; into those kisses; knowing he wouldn't have this chance again and determined to make the most of it.

Blair moaned softly against his mouth, her face so close to his, that he could feel her long eyelashes flutter across his skin.

Their clothes fell away almost of their own accord. Skin slid against skin. Chuck's skin burned at her every touch, no matter how light. Her kiss alone was enough to leave him breathless. No girl had had that effect on him since... well... ever.

Their bodies came together, fitting as perfectly as if they were made for each other.

*********************************

Exhausted, Blair had fallen asleep in his arms... but Chuck himself could not. He'd slept with more women than he could count. Most of them were more experienced than Blair, and he was sure that he'd had better sex before... but this time something was different. He didn't mind that she'd fallen asleep in his arms, didn't mind the fact that her arms were draped across his chest, and he definitely didn't mind that she hadn't left the moment that they'd done the deed. Any other girl would have been booted out once she'd served her purpose, but this time felt different. It felt like more than just sex.

Chuck shook his head, in protest. He was reading into things. Sex was sex, and this was no different.

But for all his rationalisation, Chuck could not completely convince himself of that.

And the fluttering creatures in his stomach certainly weren't taking the hint either...

*********************************

Hours later, when Chuck awoke, she was gone.

And yet she wasn't...

Her scent still filled the limo, and she still filled his thoughts.

Though Blair had gone, she'd left her mark on him; leaving behind a confused Chuck, and a multitude of butterflies.