The sun hit Blair's face as she opened her eyes and prepared herself for another day of school. Her finger tips touched the ends of her hair as she peaked out her windows. Today was going to be an interesting day to say the least. The small, petite girl of only twelve years old smiled slyly to herself. She was glad that she hadn't gone to that…

Yes, the party. She was glad she hadn't gone to that party...

Will Kerensky had turned thirteen on Thursday. So it only made sense that his parents would allow him to throw a huge party on Saturday for all A-listers, at a private club. Of course the bar had been "officially" closed so no state official would be angry about minors having access to alcohol. But little Blair Waldorf knew better; there would be drinks served regardless. What kind of party would it be without them?

But that wasn't the problem.

Will Kerensky was a seventh grader; but he didn't act like it. Of all the guys she knew, with maybe the exception of Chuck Bass, Will acted the most like a high schooler.. His older brother was a junior, and as long as little B could remember, he always was the first to do everything. The first to drink, the first to get into a fight, the first to swear: she remembered that one clearly. She's been playing outside of her kindergarten school, it was same-sex, of course. But the boys' school was across the street. Since the boys started earlier but also ended earlier, the girls would often come out of the building only to be greeted by tons of boys. It was good for intermingling. Blair and Serena had liked it because they got to see Nate and Chuck, but most of the other girls had been still going through their whole "ew, yucky boys" phase…On that particular day, the boys were waiting to get picked up, and Will, along with some other first graders, and a few kindergartners were playing with a baseball and a baseball bat. Limos and cars were pulling up, and parents, nannies, and butlers, were getting out ready to take their kids home. It was Will's turn to bat, and he hit it hard. Next thing everyone knew, it was going over their heads and into the nearest limo's window.

Everyone went silent, well, except for Will. Blair giggled at the memory. He'd sworn on school property, and everyone had gasped. It had been such a big deal to everyone, well, everyone except for Chuck. He just responded by rolling his eyes and mimicking Will. Only his remarks were directed at Will; not the baseball.

And then, out of the limo, came Bart Bass; Ready to have a nice "talk" to Will. She still remembered the look on Chuck's face; pure satisfaction that Will was in trouble. Chuck and Will had always had some sort of rivalry going on. Blair new that Chuck was the meaner of the two, but at times Will could be so stupid that she couldn't help but laugh when Chuck got the upper hand…plus, Chuck was her friend. And loyalty went far with Blair Waldorf…

Small and slender, Blair made her way over to her mirror and resumed doing her hair and light make up. She's already picked out her outfit and was excited to wear it. At this age, she was just hitting the stage where she had begun to truly appreciate the fact that her mother designed her own clothing label. It gave her so many options.

Of course, she was still too small to fit into anyone of the clothes actually designed for consumer use, but her mother had her own collection made for her. It was very…convenient. It made her feel less childish, and more mature.

But back to the party.

Ever since they understood the concept, young Blair made it clear that she was a good girl who wasn't going to dirty her reputation by hanging around filth. She idolized Audrey Hepburn, and had recently made a goal to never let anything get in between her and future happiness. And her future happiness weighed heavily on plans that weren't easy to achieve. And any slip, any false move, could do potentially lethal damage to those plans.

So she hadn't done any serious partying yet, so what? It wasn't as if she didn't know what the concept was, she just didn't want to be apart of it. Besides, she reminded herself that she was only twelve; only twelve. There were not many other people her age that agreed with her. Most adults would call it surprising, that so many twelve year old pre-teens were already starting to party hard, but these weren't just any normal kids. They were elitist kids; raised by the Upper East Side. But Blair preferred being different from the rest of the wild bunch. That was what set her apart, that's what made her beautiful. It made her different, in the best way. It gave her class that no one else had. And she knew that everyone else was aware of it too.

And, let's face it; Will was on his way down anyway. Yes, he's been one of the A-listers in the past. But that was with people mostly a year younger than him anyway. He'd only been revered because he was "older" but now that the rest of them were growing up, he was losing his edge. Little B was convinced that he'd be out of the In Crowd by next year. And with her sense whit at such a young age, she was probably right.

But Serena had gone to this party. So had Nate, Chuck (of course), Kati, and Isabel. But that was good for little B…not only did she not have to deal with the awkward environment but she also had made a statement. It made her look classy, just how she wanted to look.

Putting on some finishing touches, Blair added a light layer of lipstick, not letting her eyes linger too long on her reflection. The shade went well with her light skin and small body. That's all she allowed herself to look at. She quickly turned around and grabbed her bag, smiling cutely as she made her way out to elevator door. She knew that her hair looked good. She'd spent a lot of time on it, just as she'd spent a lot of time picking out her outfit a few days ago. She was confident that she looked pretty.

But as she made her way toward the street, she couldn't help but wonder, what had happened at the party? Had Serena done something that would make everyone buzz about her again? What about Nate? She prayed he hadn't let Chuck influence him too heavily. She was at least grateful that Serena had been there to keep tabs on her boyfriend, although she wasn't sure how reliable Serena could be at a party…

Well, whatever had happened; she knew she'd be hearing about it shortly.

Thirty minutes later young Blair Waldorf was walking down a busy Upper East Side street, approaching her middle school. Her all-girl school stood right next to school's sister school, which housed the boys. She's heard that in High School, the sister schools were allowed to intermingle more. She was actually looking forward to that. It would mean she would get to see Nate more.

But there was one benefit to middle school. Both schools shared the same main hall, which was in the center of the square. Massive, huge steps led to the entrance. This is where pre-teens of the opposite sex sat and intermingled. She sat her with Serena all the time before and after school, along with S's posse. Usually she'd meet up with Nate and even Chuck there too. She'd developed a fondness for those steps, and eventually concluded that when she went to High School, she'd find somewhere similar to eat for lunch. Serena would surely have no problem with that.

And now she was making her way toward that very spot, wondering where Serena could possibly be. The images of the school were becoming more and more clearer as she walked. She smiled slyly as her eyes fell on a familiar object leaning against a building just before the school's gate. And as she walked closer, she became more confident that it was him. Chuck.

Twelve years old, but looking more as if he was thirteen or fourteen, he leaned against the building wearing one of his trademark facial expressions. She never could really define it. There was a sort of cool arrogance to it, as well as a conniving and scheming feel to it. But it was a relaxed expression, as if he had no care in the world. He did look rather pleased with himself.

That was Chuck Bass. The villainous antagonist her boyfriend called "best friend." But he was more than that. She'd known him as long as she could remember. Her mother had scheduled play dates with him when she was little. She'd watched him, and grown up with him. She knew him. She knew how he loved to rebel. She knew how he loved to be feared by other classmates. And she knew first hand how much he loved to get underneath people's skin. They were friends, as surprising as it was. There was a sort of bond they shared from knowing each other so long. And even though his antics could get very annoying, she'd learned how to deal with them.

And before she knew it, she was approaching passing point. She smirked as they made eye contact and she continued to walk past. It was an interesting site, seeing such a cute twelve-year-old girl smirk in such way.

"Good morning." She said coolly, but with a sincere happiness to it. By now she'd passed him.

The twelve-year-old- Bass smirked as he turned and followed after her.

"Just the person I was looking for." He proclaimed, also in a good mood, but with a gleeful hint to his voice.

"Ha, really? I'm flattered." She smiled as he caught up to her.

"As you should be." He replied rather frankly. Sometimes he sounded so much older than he actually was...Chuck and Serena often got mistaken for being older than they actually were, where as Nate and Blair herself never really got that. It was kind of insulting to Blair, who considered herself more mature than Serena…

They were now walking side by side and headed toward the steps. "Nathaniel missed you on Saturday."

Blair held a small smile. Nathaniel; that was his pet name for Nate. She couldn't understand why her boyfriend tolerated being called by it, but she remembered that Chuck had been calling him that since they were little…back when Chuck was still Charles.

"But not to worry, Serena was there to keep him company." He continued.

"Thanks, Chuck." She said, coolly.

Chuck grimaced. And by now they'd reached the steps and where sitting together.

"So, do tell me, did you actually have plans on Saturday night or did you just find the thought of Will's party too repulsive for your taste?"

Blair shrugged her shoulders, playing it up. "I'd say closer to the latter one."

Chuck nodded, "You wouldn't have liked it."

"I'm glad you know me so well." She replied sarcastically, now grabbing her bag from behind her.

"No problem. You know that you can always count on me. Which brings me to asking, where is Serena?"

Blair stopped and looked up at him. "I don't know. I tried to get a hold of her this morning. At this point, who knows?"

"She's supposed to be with you..."

"Yeah, well, she isn't." Blair muttered to herself. He had a point. Serena and Blair met up everyday before school. And today it seemed like she'd ditched her…it hadn't bothered her before now because she'd assumed that she had woken up late or something but…

"Hold on, where's Nate? Aren't you supposed to be with him?" Blair asked, brushing her hair out of her face as the wind carried it a little.

Chuck took a short breath "Nathaniel and I aren't the most punctual of people. It wouldn't surprise me if he ditched school all together."

"Then you should go be with him." Blair said sarcastically. But deep inside she was really starting to wonder…she continued to fiddle with her bag, this time harder and more impatiently.

"Calm down, Waldorf. What are you looking for?"

Blair sighed as she grabbed a device out of her bag. She took a breath and then revealed it to him. "This." She said with a smile. She showed him her new phone.

Cell phones weren't uncommon in the business world at this time. Yes, they weren't that advanced, but many people did have them. Upper East Siders being included, even ones as young as twelve years old.

Chuck gently took it out of her hand, analyzing it. "How new?"

"Brand new. It just got released on Saturday." Blair said with a smirk, clearly enjoying Chuck's captivation with the newest edition of the high tech device. It was the smallest phone available to date. Chuck just continued to look at it, opening and going through her phone. She knew he wanted one…And she was about to say something when-

She came.

Georgina Sparks. Blair looked over as she watched the tall, skinny girl with long, dark, ginger hair approach her. What was she doing; coming over here? Something about Georgina's face made little B feel uncomfortable... What had she done now?

Georgina Sparks was the kind of girl Blair avoided. Not because she was afraid, but because everywhere Georgina went, trouble followed. She left a black mark on anyone she had contact with. Basically, to little B, Georgina was filth. Blair wasn't going to let anyone ruin her reputation, or her happiness. And Georgina Sparks was exactly the kind of girl who would do that just for fun. Blair knew this, even if Serena didn't. That's why looked out for her best friend and her boyfriend; to keep them away from threats like G. It was like Georgina didn't even understand the concept of social order, or a social ladder, or even what is socially acceptable. And the things that Georgina said…she was just…weird. The only reason she wasn't a complete social outcast was because she had money, and that was it.

And now she was walking over.

Patience, B, patience. She thought to herself. You can do it. Just don't let her get the upper hand and you'll be fine….

Chuck didn't even notice. He was too distracted by the phone.

Georgina approached, smiling like a little girl who just won a lollipop at a fair. Georgina always looked so…innocent. But her looks never deceived Blair Waldorf. And now Georgina was standing on a step, just feet away from Chuck and Blair. Her face looked so...guilty to Blair. Little B braced herself for terrible news.

"Aw, how cute, B." She giggled. "We missed you at the party. Didn't we, Chuck?"

Blair probably would have been insulted, if it wasn't for Chuck's reaction. The mere sound of her voice seemed to trigger a whole new side of Chuck that Blair had never seen before. He slowly moved his head up, his face full of aggravation, irritation, annoyance, and shock; extreme shock. Little B wondered if there could possibly be anything to make him look more surprised... And even in those brief seconds, she was already concerned for Chuck. This was a weird feeling, Little B rarely felt like this.

He didn't respond. He just stared at Georgina. All of the annoyance and all irritation were still present in his face, but the shock was overwhelming. Georgina seemed to not even notice, or, if she had, she didn't care.

"Awwww…" Georgina seemed to think his silence cute. She flashed him a smile and began to twist her hair. Blair looked over to see Chuck's reaction but he seemed to be lost in another world…

"I should probably be going, but I just thought that I'd say hi." Georgina finally concluded. She smiled even wider as she stepped up onto their step, and gave Chuck a quick peck on the cheek.

"Yum." She said with a giggle and before Blair knew it, Georgina Sparks was gone. Chuck's gaze followed after her as she entered the building.

And in that moment, all of Blair's possessiveness kicked in.

She was horrified.

"What just happened?!" Blair demanded, Chuck's eyes still lingering on the doorway. He wasn't responding.

"Chuck!" She exclaimed in an icy tone.

Chuck merely responded by slowly turning his head to meet her gaze. He still had the same expression that he held before. It was as if it was glued on his face. But by now little B's head was bursting with ideas.

"Wha-are-are you?" She stuttered. "What's-how's…" He had her tripping on words. "You and her?"

But by now his face had said it all. She finally understood.

Blair froze. "You didn't. Please tell me you didn't." Her eyes were wide, just wishing he would answer her telling her "no."

And then his face softened, confirming it all.

"Oh, oh no. Uhhhh…" She was completely speechless, her eyes growing wider. Now it was her turn to be completely shocked. "Are-are you serious??" She looked down at the ground. "Chuck Bass." She looked back at him. "That's disgusting."

"Aren't I always?"

"uh…yeah..but…Georgina Sparks?"

And then the glued face came off. He looked to the ground, a little angry and a little defensive. Then he looked back up, straight into her eyes. There was annoyance.

"I was high." He retorted, clearly now very defensive.

"Oh, well, that's even better."

"She wasn't that bad."

"That's even more comforting!"

He didn't reply. It gave Blair more time to reflect…The whole thing was kind of weird to her…

She always knew that Chuck would…but, he always played it up. He'd always talked the talk but never had fallen through with it. He never actually did the actions that he talked about... And Blair didn't think that this would happen until…later. It was just kind of, surreal, and now she was even more confused by the way Georgina acted.

"So- So now you're an item?" She asked, feeling the awkwardness of her words as she spoke.

"You forget who you're talking to."

"Good. But…eh... That means that Georgina's"-

"Psychotic." Chuck said flatly. Blair couldn't help but laugh. Once she stopped, she sighed.

"Well, that's what happens. You go get yourself drugged up and end up with Georgina Sparks breathing down your throat."

"Yes, I agree, quite literally. But I never had any intentions of carrying on with her regardless."

Little B stared at Chuck with a look of concern and disgust.

"Have fun."

"I will."

"Great."

"Of course." Chuck stared off into space and muttered the next words quietly. "But you know it wasn't like I was the only one lighting up."

Blair was taken back.

"What's that supposed to mean?"

"It means Nathaniel."

That hurt.

It was true. Blair knew it was true. It was so true that it made her hate Chuck.

She'd smelt the pot. She'd seen Nate stoned. But for some reason, a part of her never believed it.

It just seemed like everything was going all too fast for her. Just a few years ago she'd been playing princess and now all of this?

"No. I don't believe you. Nate wouldn't."

"Nate would. And he does. We've been lighting up together for weeks. We did on Saturday."

"Liar."

"Ironically, no."

"I thought you said Serena was with him."

"Most of the time, but not all of it. She wasn't at first…and she may have left early too, but I must confess, I'm not precisely sure. I was kind of preoccupied…"

Blair didn't respond.

"The easier choice would be to believe me, Blair."

Blair frowned, before shaking her head. It hurt. She didn't know why. What else did she expect? Why should she be surprised? Nate was still her boyfriend, and she still was going to marry him. Little B thought she loved him. And she didn't care, or, at least the easiest thing would be to brush it off and pretend that she didn't.

That was always the easiest thing to do. Put on a tough face and pretend you don't care. If you can convince others enough, you eventually start to believe it yourself. She was learning that more and more as time went on.

"Said you, Bass. But what do I care?" Her voice was low but still animated. "At least I didn't loose myself to Georgina Sparks."

"Ah, but there I was hoping you will. Who ever said girl on girl action wasn't entertaining?"

"Gross."

"But still oh-so-tempting."

"Can I have my phone back?"

"Depends on what you're willing to do for it."

"Give it to me, Chuck!"

"That's more like it. Although I confess that I didn't think you'd be so willing to be graphic in speech…"

"Chuck." She said sternly, glaring at him and giving him a warning.

Looking defeated, he held the phone out and Blair quickly snatched it.

"You always had a way with words..."

"Thank you." Blair replied curtly, putting her phone back in her bag and ruffling with it a bit before standing up.

"Come on, help me find Serena and Nate before school starts. My guess is that they're together."

Chuck smiled, staring up at her, "So you were paying attention to what I said earlier?"

Little B rolled her eyes and turned around, already walking away. But what Chuck didn't see was the sly small on her face as she turned her back to him.

Walking away, she allowed her thoughts to focus entirely on Chuck Bass. Because, although she would never admit it, it was thoughts of him that were making her happy…it was thoughts of him that distracted her from her current concerns about Nate and Serena.

She wondered where she and Chuck would be a few years from now; if they would still be friends. Because if he was already this bad now…she could only imagine what kind of trouble he'd be getting himself into in another few years. Would he be worth the risk to keep as a friend?

But then again, they'd made it this far, hadn't they? And she knew, no matter how much he loved to irritate her, she still had his loyalty. And as much as she hated to admit it, there was something about him that made her happy; happier than she usually was with other people.

By now he'd caught up to her, and had impulsively put his arm around her, just to irritate her. She quickly grabbed his arm, forcing it off of her. She rolled her eyes at him, but still smiled. And he smiled back.

And so, fully dressed in prep school apparel, the two young Elitists wandered the streets of Manhattan, smiling widely and sharing the occasional laugh; seeming to be, for even just a second, normal. And in that moment, no bystander would have ever been able to guess that the two were bound to become Gossip Girl's most infamous Upper East Siders.