Okay, so this kind of came to me when i watched the Age of Dissonance (2x18) and it's what i think could possibly have happened if Chuck went away with Elle. I'm pretending that the second half of that story line didn't happen and Carter had nothing to do with it. I think it's plausible because even if she was just after money, i think being with Chuck Bass as an extra wouldn't necessarily be a bad thing to her. So yeah... enjoy and remember I hate Elle, but i felt that Chuck got away with it too easily and I may do a one shot where Blair chews him out for everything he did because she I think she would have been much more hurt than was shown on the show because of everything else that happened at the same time. Anyways... on with the story.

p.s. it's slightly AU so i may change some things that happened on the show before 218 but i will explain them in the story if i do.

xoxo

It had been two years since Chuck Bass left the Upper East Side. It had been two years since Blair lost everything. It had been 1 year and 8 months since Blair left the Upper East Side to travel the world with Carter Baizen. She wasn't happy, but who in this life truly was? She slept through the days and partied through the nights and it was tiring and left her unsatisfied but she had nothing else to do. So she continued, moving from continent to continent. She'd left the old Blair Waldorf behind and moved on to a freer, more careless lifestyle. She turned into one of those stories that she had always laughed snootily at when she was in her youth. Where the rich kid runs away, parties around the globe, spending money like it's going out of fashion and not giving a damn about what she left behind. Then again, why should she? They didn't give a damn about her.

Her father hadn't called when she lost yale, when her heart was breaking. He didn't even call for her graduation. She knew she had disappointed him the the whole teachergate, but hadn't she been punished enough? Of course her mother was still as distant as ever. She had gotten better with Cyrus around, true, but when her daughter became a disgrace in the eyes of society, there was nothing she couldn't criticise. Serena never found out that it wasn't Blair that sent the tip to Gossip Girl and so she felt she had reason to not talk to Blair. Of course it escalated like it always did with them and they Graduated without speaking a word to each other.

As for him. That was the icing on top of the dung heap that had become her life. The day her world had fallen apart, he had run away to Brazil with another woman. Vanessa had taken the pleasure in informing Blair that Chuck had claimed this woman as the most beautiful he had ever seen and left Blair to stew on the fact that she had tried desperately for months for him to say those three little words, she had comforted him, seen him at his worst, saved his life and loved him and simply because she couldn't take it anymore he abandoned her completely. She hadn't expected this at all. She thought eventually, hopefully not too far in the future they would have kissed and made up and finally given into what she thought the fates had been pushing them towards all along. But she supposed that was her own deluded fantasies, if he was able to move on only weeks after and care enough about this woman to leave his whole life behind.

It had hurt. It had hurt more than she cared to admit and suddenly she understood why Chuck and Serena and even Nate to a certain extent always turned to drugs and alcohol when life got to much. Sometimes it was impossible to feel that much and come out still sane. So she tried her best to forget.

Carter had been there. At first, she knew she was something to pass the time while he was in New York but when Blair asked to leave with him and he didn't say no, or even make fun of her, it was clear that it now meant more to him. Even if she prevented herself from feeling anymore she knew that she needed the companionship and expertise he offered while she lost herself for a while.

They were currently in Tuscany. They had ended up here after jumping on a friends private plane while drunk. It was the one place she had avoided, it brought back too many memories. Which was ironic considering that Chuck never actually made it to Tuscany with her but it didn't change the fact that every time Carter had suggested it she had turned him down point blank, refusing to explain why. Not that he didn't know of course. He knew who she was thinking about when her eyes took on that sad tint and looked off into the distance. He knew who she was thinking about when the tears fell onto the pillow, he knew who she was thinking about when she purged and he hated him.

Carter Baizen hated to admit it, even though he had done on a few occasions, but over the past two years he had fallen head over heels in love with Blair Waldorf and although many would say that this wasn't the real Blair Waldorf he knew that he was the only person in the entire world who still saw bits of that girl, and he loved her too. But he knew she'd never love him back.

That night they had gone to a club with a few friends and he noticed that Blair wasn't acting like herself, not even her party self. She was distracted and surprisingly quite sober and when he suggested they had back to the hotel he had been surprised that she had instantly agreed.

He was even more surprised when she kissed him in the limo. When she fucked him in the limo. Before, limos had always been off limits. She had made him promise that no matter how drunk or high she got that he would not have sex with her in a limo, but when she initiated in tonight, sober, he let it continue only asking if she was sure but she cut him off with a kiss and proceeded to remove his shirt. Now back at the hotel they made their way through the halls to their room. Their messy hair and mismatched clothes a clear indicator as to their previous activities.

She was about to put the key in the door when he turned her around and kissed her lips. It was gentle and patient and everything he felt he needed to be with her so that he didn't push her over the edge.

"I love you" he whispered and as was expected she winced.

"I told you to stop saying that" she ground out in a dangerous tone. "Love is a load of crap and I don't believe you anyway."

"Why are you so afraid of me just being here for you? Loving you?" He hated how much of a desperate girl he sounded when he pleaded with her like that but he wanted her to see that he wasn't going to abandon her. He wasn't Chuck fucking Bass, but then again maybe that was the problem.

"You don't love me Carter!" She laughed mockingly "I think the precedent has already been set that proves I'm impossible to love so spare me the sympathy act. That's all it is btw"

"You think that all this is is that I feel sorry for you? God Blair, do you think I would have stuck around for two years if all I felt for sympathy?" He shouted incredulously.

"That and I'm a good fuck." She spat back.

"You know what Blair, someday you're going to have to get over all your little issues and head back to your life and if you keep pushing everyone away there'll be no one left on your side."

"Don't you get it?" She screamed back. "There's already no one left on my side! Everyone I loved, everyone I though loved me, left. My parents, Serena, Nate, my so caled friends" she paused before whispering "Chuck. They all fucking left me without a second thought, without looking back." She stopped to catch her breath and contemplate what she had finally admitted out loud. It had consumed her thoughts for the past two years but she felt no relief now that she had admitted it. Instead she felt empty. Like everything that had kept her going, fuelled her hate and her self destruction was finally out there and now she was just a shell. She looked up at his face and saw the hurt, but didn't let it affect her. "There's no way that I am ever going back so you can either get over whatever it is you think you feel for me, or you leave me alone. For good."

"What? You think I'll abandon you just so you can drink, snort and purge your way into an early grave? Think again, Waldorf. You're still that ten year old girl who dreams of marrying her prince and living in her UES castle while bossing people around. You've fooled everyone, even yourself but you can't fool me. Blair Cornelia Waldorf, Queen B is still in there and she fights for everything she wants. This is just a phase. Eventually you'll see I'm right."

She stared at him in shock. Disbelief marred her features and she stared into his eyes. They were set with determination and belief and she never thought that she would be the one to crush Carter Baizen's ideals. "You're wrong." She spoke but it sounded weak even to her ears. "And even you're not. It's not like you'd ever be my prince."

With that she turned away down the hall. Leaving him and the surprised couple who had silently heard their argument behind.

xoxo

A/N: Okay so that's the first chapter. I hope you like it, it's going to be quite angsty and Blair is not going to be like she is on the show. Think 219 times a hundred... and can anyone guess who the couple is??? dun dun dun.

Review kiddies. They make me smile.