This was inspired by re-watching some season 3 episodes. It's an essentially an AU version of the events following 3x17 (the infamous Hotel Incident) to the season 3 finale—with an extreme Dair tilt.

Obviously, having some knowledge of the episodes will be helpful. But the most important things to know are: Chuck sells Blair for a hotel (obviously); Dan and Vanessa are dating, but in tension over their writing careers; Nate and Serena are dating.

This first part takes place during Nate's birthday mafia/scavenger hunt. I've changed some of the logistics to make the storyline work.


My hazard lights were on
Couldn't cut through the storm
And you were right there waiting
For my cover to fall, I didn't see you at all

Part I/III

It starts on Nate's birthday. He's searching for Vanessa and finds her instead.

She's swallowed in this thick, dark coat, her cheeks are red, and for a moment he's just following her through the double doors without thinking.

Chuck's there.

Which is enough reason for Dan to instinctively turn to leave, but he's sucked into the conversation before he can stop himself.

"Please tell me Jack was lying," Blair's saying, "You wouldn't betray me like that?"

"Me betray you?"

He rolls his eyes—more ChuckandBlair games. Yet, it's the strain in Blair voice that keeps him from leaving, and then Chuck's words which pin him there:

"You're the one who just came from seeing my uncle."

That's twisted, Dan thinks, even for them. Yet, mostly, he's wondering how Blair ended up in a hotel room with Chuck's uncle alone in the first place, so he's already tense when she speaks again.

Her voice is breaking.

"I went there for you."

The rest of the words start crashing together in his ears, because he can't even process what he's hearing. She sacrificed herself for Chuck's hotel? Chuck sold her for his hotel?

She cries, "No," like her world's shattering and there's this tightness spreading in his in his chest. It's weird, but he thinks of Jenny, who's inexplicably become Blair's protégé. He thinks of maybe Jenny standing there, too, on top of all the other emotions pulling in his gut.

So when Chuck says, "You went up there on your own", Dan's fist smashes into his face without even thinking.

For a moment, all he feels is raw satisfaction.

"Humphrey!"

He blinks. Then turns towards Blair, who's staring back at him with a look stuck between shock and indignation.

"What the hell are you doing?" she asks.

"I…" He swallows and shakes his head. "I don't know."

He glances at Chuck doubled over on the floor and there's that pulling in his chest again. He straightens as he turns back to Blair. "Are you okay?"

Her eyes flicker with surprise and for a moment she just stands there, frozen. Then her face crumples.

"It's not what it looks like, Humphrey," he hears Chuck groan from behind him.

"So you didn't just sell Blair for a hotel?"

Blair's voice hitches and Chuck's back on his feet in an instant and in Dan's face. In the back of his head, he tries to remember if he's ever been in a real fight, one that's lasted longer than a lone strike, but he's itching to try it out.

"Stop it," Blair cries, her voice cutting through tears and for a moment both boys are still.

Chuck's still has his coat bunched up in a fist and Blair takes another step towards him, almost whispering, "Chuck, please. Just go."

There's a flash of a genuine pain on his on Chuck's face, and then the usual, cool smirk as he releases Dan with a grunt. "She'll come to her senses."

For a moment, Dan imagines pummeling him again, but the sound of Blair sniffling behind him keeps him still. When Chuck exists through the revolving doors, Dan turns back toward her, waits for her to tell him to leave, too.

She doesn't.

She bites her lip, like she's holding back more tears and she's watching him with these large, dark eyes and he says, "Let me walk you to your door."

His hand reaches for her elbow, almost instinctively, but she jerks away.

"No," she says, "I don't want to be touched right now."

When she stands there, not moving, her arms folded tightly around her waist, he understands that she doesn't want to be alone either.


He hails them a cab. When the driver asks, he give his address and when Blair doesn't protest, the night feels somehow even more surreal.


Dan opens the door to his loft and lets her in.

For a while they just stand in the living room, looking at anything but each other. Then she whispers, "Why are you dressed like a ninja?"

Dan's eyes widen and he suddenly remembers that he's still draped in all back mafia garb, knit cap and all. His cheeks tinge just the slightest and he sighs. "It's…a really, long, lame unimportant story."

"Isn't is always with you?"

She sniffles and wipes away some stray moisture at her lashes. He feels both relief and unnerved that she's able to maintain snark at a time like this.

"You want something to drink?" he asks after a moment, "I could make you some tea?"

"I think I'm gonna need something a little stronger than 'tea' right now, Humphrey."

"Right."

He nods stiffly and then heads into his kitchen. Out of the corner of his eye, he notices that she's still standing uncertainly in foyer.

"You can take a seat on the couch, if you want. It's super comfy."

Wordlessly, she obliges and he scrambles to find liquor. He has no idea what a woman like Blair Waldorf drinks or that it would even exist in his apartment, but he finally settles on vodka and walks back into the living room.

He sets the drink in front of her and then sits as far as possible from her on the couch.

"Thanks," she mumbles before taking a sip.

Dan watches her with his hands wrestling by his knees. He doesn't know how to have this conversation. He even briefly considers dialing his mom—anyone—for help, before swallowing and pushing forward.

"Listen," he says.

Blair straightens, sending him a wary glance as she sets the glass down.

"If he…if forced you to do anything …" he swallows, pushing past the sickening feelings in his stomach to finish, "…even if at some point you said it was okay, it' still not—"

"Ugh," Blair sticks a hand near his face. " Just stop with the after school special, already, would you? I didn't actually sleep with him."

He blinks. Then this long, shaky breath he hadn't known he'd been hold escapes his throat. Finally, at least just one layer of tension lifts from his shoulders.

Blair's staring at her hands. "We just kissed...and…and then he told me he just wanted to, like, proof some disgusting point and I left."

Her words are swallowed up a little towards the end, making this strange, strangling noise, and when he speaks again, he can feel this rumbling in chest he doesn't recognize. "I hate Chuck Bass so much."

"Ah." She makes a small, surprised sound, almost verging on amusement. "Join the club." She swallows and looks back up at Dan. "But it isn't his fault."

"How can you say that?"

He's angry, not with her, but he knows the emotion must be clear in his voice.

She shakes her head. "I was the one who went up there."

"But you said, Chuck manipulated you into-"'

"I let him manipulate me. If he'd have asked…I would have done it."

Her voices breaks again, so much that it's just barely above a whisper when she finishes, and for a moment, he considers breaking every bone in Chuck's body. Yet he doesn't like that impulse, nor does he think it will help her. He looks back at her from where he's been glaring into the corner and she's crying again. His finger itches to brush the tears from her cheeks, but he knows she won't be receptive. So instead he gathers the quilt from the sofa and slowly, gingerly spreads it around her shoulders.

It feels like the smallest possible gesture in the world, but she pulls it tighter around shoulders.

"Why are you being so nice to me?" she whispers after a moment.

He blinks. "Why wouldn't I be?"

Blair ducks her head and lets out this mirthless chuckle. "Seriously, are the Humphreys even from planet earth?"

"We're from the mole people."

She snorts, this time with real amusement. And, although her brow is crinkled with confusion, he feels like he's lifted a mountain for the achievement.

But when, of course, her smile passes again, his eyes darken.

"Do you want me to call Serena or-?"

"No." She cuts him off and he frowns. "I don't know want anyone know about this, about me. Promise me you won't tell anyone."

"Blair."

"Promise me or I'll leave right now."

His jaw sets and he seriously considers letting her leave if it means she'll get whatever help she needs. But there's a vulnerability behind the hardness of her glare that stops him.

"Fine."

She sighs, her shoulders relaxing, and sits back on the couch. She rests her head against the cushion and her eyes flutter, like she's suddenly realizing how exhausted she is.

"Maybe I could use some tea," she mumbles.

Dan stands without a word and heads to kitchen.


They don't talk. Not really. After about another half hour or so, Blair notices Roman Holiday propped on his coffee table. He tries to conceal his shock, when she demands he put it in.

"Better that than more insipid silence on the couch with you," she mumbles.

She falls asleep an hour in. He an hour and a half.

When he awakes the next morning, she's already gone. The post-it pressed to his forehead reads: Tell anyone and die.


Blair tells Nate apparently. Because he show up at Dan's door later that day, fuming.

"You hold him down or I hold him down? Either way, we're kicking the shit out of him."

There's a moment where they've never been more on one accord.

Some planning and waffles later, they calm down. Just slightly.


The next time he sees her is the night before Dorota's impromptu wedding. He's in the process of explaining to Nate why this makes sense for the umpteenth time, when she brushes past him.

Or more like shoves past him. It takes him a few seconds to realize that it wasn't a mistake.

"Don't you dare break your promise," she hisses at him and then walks away.

His brows spike as he watches her. When he turns back, Nate's regarding him with a smirk. "So she trusts you now, that's cool." His voice lowers. "Seriously, though, she will cut you if you cross her."

Nate gives him a pat on the back and leaves him at the bar.


She and Chuck are dancing with a stupid red balloon pressed between each other and it takes Eleanor yelling at him to get more ice—even though again, he's not working there—for him to realize he's been staring.

On his second ice-run, he passes Blair, pouting and leaning against a table, and with a sigh, he turns around.

"Why are you here with Chuck?"

That wasn't actually what he'd meant to ask, but he can't help it.

She turns and looks him over, arching a brow. "Why are you cater-waitering? I thought you were faux-rich now?"

"I'm not-" he stops himself, feeling an eerily similar sensation to one he'd had while conversing with her mother, "That's not the point. …" He sets the ice down on the table. "Is everything okay?"

That was what he'd meant to ask before.

Blair sighs. "It's no big deal really," she mumbles, "I've just realized that I've finally become the horrible, depraved person you always thought I was."

"You and I seriously have different definitions of 'no big deal'."

She huffs, like he's the one being baffling and Dan starts again. Sincerely this time.

"Look, I don't think you're that bad of a person, okay?"

She makes a small "hmppf" and he continues.

"I actually don't think you're a bad person at all."

"You're just saying that."

"No, I'm-"

"And, you're ice is melting."

She fixes him with a pointed look, as if to indicate that this conversation is ending whether he likes it or not, and then swiftly turns away.


Blair-and-Chuck implode again.

Which is not surprising, save for the fact that, this time, it's in the middle of Dorota's and Vanya's wedding ceremony.

The only thing more ridiculous than this is that only fifteen minutes later, Blair is back on Chuck's arm, processing down the aisle.

He realizes that he's staring this time and he can't shake the glower.


Dan finds her after the wedding, after he's seen her dancing and arguing and with Chuck. Again.

She's standing in the middle of the dance floor, exchanging glowers looks with Chuck and—who ever the hell the giant model is standing besides him, when Dan inserts himself in front of her.

"I wanted to clarify something."

She sends him an unimpressed look.

"I get it. You weren't the cater-waiter—you just like to dress and act like one. Are we done here?"

His brow pinches, but he ignores her comment and continues. "I honestly don't think you're a bad person. And even more than that, I think you deserve to be with someone who respects you, who makes you happy."

Blair's eyes have been flitting over his shoulder, at Chuck no doubt, but they suddenly stop and fix on him.

"Is this…" Her face scrunches. "…opposite day or something?"

"Apparently," He says with a wry shrug, "Because I'm about to ask you dance with me."

He extends his hand before he loses the nerve—or insanity—and is surprised when it only takes her a moment to accept.

"Just one dance. And you're welcome."

It's actually three dances.

She feels small and soft and open in his arms, and it's some of the nicest conversation he's had in a while.

Chuck rears his head every now and then with the model on his arm. And every time, Dan (just slightly) pulls her closer.

They don't discuss it.


The next week, he begins visiting her in her dorm, because yeah, he suddenly realizes, they go to the same school.

The urge to check in on her won't go way, but he can't manage to make it past the threshold of her door, a wall of insults and defense mechanisms barring him.

Except for the one night finally he does—he's holding Breakfast at Tiffany's in his hands.

"That…" she says, lips pursed, "Is acceptable."


Watching movies with Blair is like watching movies with Serena and Vanessa, and somehow still completely and bizarrely different.

Unlike Serena, she actually appreciates cinema beyond Ryan Gosling or Leo DiCaprio. Like Serena, she finds full-length skirts and heels to be appropriate garb for doing so.

Unlike Vanessa, it's not as comfortable as watching a movie with a best friend. He's still aware that's she's of the opposite sex at all times. Like Vanessa, they have inside jokes about each and every movie within days.

Blair cries during happy scenes, not just the sad ones.


"You're a really weird guy, Dan," she says in the middle of their third movie night.

He turns from the laptop between them on her mattress, because, one, she just called him 'Dan'; and, two; she's staring at him, inspecting him like a dissected frog or a knockoff Louis Vuitton.

"Um."

"It's just…" She shifts on the headrest so she's facing him entirely and squints, "You haven't tried to hit on me or anything once. Even now," she says, her voice and arms lift with bemusement, "When you've got me on my bed."

Dan straightens and then swallows. "Do-do you want me to hit on you? Because, Blair, I'm sorry, but I'm with Vanessa, and I didn't mean to give you the wrong impress-

She snorts. Then she's laughing, a lot, and he's both relieved and somewhat slighted. It's not like he's a toad or something.

"No, Humphrey, that's the point. I like it. It's different…." Her head tilts. " It's nice."

She's smiling at him, her teeth showing, her eyes unusually warm, and he realizes that, yes, it is nice. At first, it was…well, he's still not exactly sure what it was at first, but he was mostly looking out for her.

But Serena knows now; Nate's known for a while. So he guesses, if he's honest with himself, he's not coming just to comfort her anymore.

"The acting's phenomenal," she says and he realizes that's she completely moved back to the movie, "But some of the writing is abysmal. There's no subtlety."

"Only you would say something so obnoxious about such a classic movie."

"Only you would be so obnoxious about, well, everything."


She doesn't acknowledge him in public. Sometimes literally.

It aggravates him, though he's not sure why he necessarily thought things would be different.

One day in the dorm, she sends him a curt nod from the across the hall and he decides to dismiss her this time and ignores it, turning in the opposite direction.

When he comes out of Vanessa's room a while later, Blair's finds him in the corridor.

"Plausible deniability," she blurts.

He squints. "What?"

"We're not friends or anything, obviously, so it would just be unnecessarily weird and awkward to have to explain to everyone why we spend time together."

"Who's everyone?"

She huffs and sends him this look, like he's a two-year-old imbecile. "Oh, I don't know, just off the top of my head, Serena, Chuck, Vanessa…'

She seems very agitated as she rattles of these names, and while there is a part of him that instinctively tenses at the mention as well, he's still not sure why she's so worked up about it. Yet, he finds himself somewhat conceding, "I guess it would be kind of hard to explain."

"I can barely explain it to myself," she says throwing her hands up in the air.

His face pinches, and he suddenly finds himself annoyed with her, wondering why she can't be more like Vanessa—simpler, comfortable, without all these intricate, nonsensical hoops an hurdles. God, he realizes, even the shirt she's wearing is unnecessarily complicated and lacy.

But, he just got Rosemary's Baby form the library, which keeps finding its way into his messenger bag every time he's visiting her dorm, and he….

"Makes sense," he mumbles out of nowhere.

Blair's eyes flicker with something akin to relieve and she smiles.

"And, I just uh remembered, there's a movie," he says, "You'd probably enjoying skewering it unfairly."

"I'll text you a time. We can meet in my room again."

"Right."


"So what?" Vanessa asks him one day while they're at the coffee shop, "Are you and Blair Waldorf like BFFs now?"

He snorts. "You're me kidding, right?"

But, Vanessa looks anything but amused as she stares back at him. Instantly, his boyfriend alarm bells go off in his head and he does the smartest thing he can think of. He tries to play dead.

"Don't try that silent-prey thing you do, Dan, I know you too well for that."

He sighs.

"Why are you and Blair spending so much time together?"

He snorts again, but when off her warning glance, he quickly sobers. "Vanessa, what are you even talking about?"

"I heard from Kelly Bryant on the second floor—"

"Well, that's a valid source."

"…that you two have been having movie dates together."

Dan chuckles. "They're not dates, Vanessa. We're just, I dunno, watching old films."

"That's what you and I do for about forty percent of our dates, Dan."

More alarm bells. Then he does the only other thing he can think of: He begins sputtering.

"I-I don't think of her that way. I-I barely think of her at all. She's just…she's been going through a hard time lately with this crazy thing with Chuck and I-I'm just trying to help out, that's all."

Vanessa's brows have slowly climbing up her forehead during his whole monologue. "Since when do you get involved with Blair and Chuck?"

"I'm not, not 'involved', okay?'"

"No, you're just casually being non-involved with Blair every other night in her dorm room?"

"…"

"This is the part where you do tell me that you and Blair are friends, or I break up with you, basically."


Eventually he and Vanessa clear the air. Eventually. After a lot of arguing and him having to insult Blair Waldorf more than even he is accustomed to doing.

Later he tells Blair about the Vanessa thing and they laugh, because it's stupid. Blair laughs much harder than he does, and again, he's relieved, but still.


"You're welcome," Blair says when mentions his application to the Tisch program.

He snorts, setting his mug down at the table between them. "For what exactly?"

"For inspiring your success," she hums sweetly.

He rolls his eyes, but he can't stop the small smile from slipping on his lips at the memory. After a moment, he concedes. "We did make a pretty good team."

"Team?" It's her turn to smirk. "I saved your ass, Humphrey."

"No, I saved your ass first, Waldorf. I wrote the play."

"And I kept the entire thing afloat. As per usual."

They go back and forth on this matter for more than a few minutes, before the conversation degenerates into name-calling and snark. After a few more coffees, and he and Blair argue over some pretentious New Yorker article, she asks him, "You want me to take a peak at it?"

"At what?" he asks squinting.

"You're submission, dummy."

She rolls her eyes at him, like it's all very casual, which really it's not, and for a moment he's too stunned to even respond. He's not sure whether he's more unnerved by the fact that she's actually offering—sans sarcasm—or that that he's actually considering it.

He doesn't say 'yes' right away, because that's not even how their whole thing works.

"Don't you have a fashion magazine to be devouring?"

"Actually, I was reading Fitzgerald."

She takes the book out of her purse and pins him with a smirk. "But, I'm sure there's no way he could be as stimulating as your work."

She bats her eyelashes at him and he smirks before sliding the manuscript over to her.


Blair's not a writer, but she loves literature and art, and he finds that it's refreshing to get a perspective so differently similar to that of his own.

Even if she does leave scathing, irrelevant remarks about his hair in the margins.


"We're not watching Breakfast at Tiffany's again."

He grumbles and tosses the offensive dvd to the foot of her mattress.

"What was that?" Blair tilts her head from across the room and squints, "You want to watch Breakfasts at Tiffany's twice tonight? Sounds great, Dan."

He grunts and ignores her.

"And, why are there so many pillows on your bed?" He asks, setting a few of them on the dresser beside him, "Are you hiding something under here? Like a buried treasure? Or a dead body?" "

"Even better question, Humphrey: Why are your shoes on my bed? Remove them or it will be your dead body in need of hiding."

He rolls his eyes, but begins sliding off his shoes without protest. She's Blair Waldorf. He knows the rules.

While he's removing his shoes, she perches on the edge of the mattress beside him, removing her own heels. And, for one fleeing, distracted moment, his eyes travel from the arch of her foot to her calf to her thigh, and just…kind of stay there before he snaps out of it.

Blair's sexy.

She dresses like a model.

There's nothing new about these things—they're just sort of facts. Like gravity. Or grammar. So he's not sure why they should catch his attention all of a sudden. He clears his throat and starts fiddling with a loose string on her blanket.

"Hey, get your grubby, peasant hands off my duvet," she hisses, smacking his wrist, "I just got that dry cleaned. What is wrong with you, were you raised on a farm? Oh right—worse, Brooklyn."

He bristles, because it's just one of many instances where she's managed to string several insults into one sentences, and then, yeah, he remembers why he hadn't fixated on the 'other thing' before.

She slides next to him, so that their shoulders are brushing, and now he's tense in a different way, but still tense.

"This bed is so cramped," she mutters.

His eyes flicker back up from where he's been watching her fiddle with the dress strap on her shoulder.

"What…? I mean, yeah, it's like bunk beds but worse." He hopes he's sliding into the snark as smoothly as he intends to. "At least you get a top and bottom bunk with those."

"Right?" she says and slips the DVD into the laptop, "I can't believe I've been exiled to this dorm room. You're so lucky you get to stay in your loft."

She says 'loft' and he realizes how soft of a word it is, at least the way it forms in her mouth.

He shakes his head. He's obviously coming down with something.

They do end up watching Breakfast at Tiffany's twice. She falls asleep an hour into the second run, but lets her head rest on his shoulder halfway through the first watch. He realizes it's the first time that she's really touched—like honestly touched—him, and it just…it makes him like the movie more, that's all.

When he lets himself fall asleep with her, with her cheek pressed against his chest, he realizes that's probably a problem. But, it's different. It's nice.


End Part I.

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