A/N: I don't own Gossip Girl or any of it's characters. Sadly. =(

Hope you like it! Please review even if you hate it! thanks! xoxo

Chuck groaned while his pillow continued to vibrate. One of his eyes opened slowly and glanced at the clock on his nightstand. It was 3:34 am. The pillow shook again reminding him that his phone was ringing. He searched blindly for it and, after what seemed hours, found it. Even though he knew who it was, the only person that ever called him this late, he checked the caller ID. Smiling, he cleared his throat and tried his best to hide the fact that he'd been asleep.

"Waldorf." he answered, rolling onto his back.

He heard a series of giggles, "Bass. You wouldn't believe where I am right now!"

Chuck smirked at the way all of her words were slurred. She was obviously intoxicated. This wasn't the first time she'd ever called him while under the influence. Although he hated the fact that he wasn't there to watch her and make sure she didn't get herself into any sort of danger, he had to admit he enjoyed these calls very much.

"Enlighten me," he answered, truly intrigued.

"I'm at..." she dragged and then in a whisper added, " Victrola... Do you remember Chuck?" Chuck swallowed. Did he remember? Of course he remembered! His eyes closed and the image of Blair standing on the stage in front of him, dancing for him, smiling for him, letting go of all her inhibitions for him, flooded his mind.

Blair continued without giving him a chance to explain, apparently reading his thoughts, "Chuck…do you remember how I danced for you?" she began seductively, "how I undressed myself for you…how I…" Blair paused, "gave myself to you…"

Chuck swallowed. He could feel goose bumps begin to cover his body. "I should've never sold that place," he stated, throwing his blankets off of his body. He was beginning to feel extremely hot and the blankets were not helping.

Blair gave him an enticing laugh that made the hairs on the back of his neck stand up as if at attention. "I miss you," her voice was now sad, the laughter gone, and Chuck felt his heart quench at the sound of her words.

"Blair, you're drunk."

"So?" she retorted, "that doesn't mean I don't." She sighed. Chuck was silent. He wasn't quite sure how to respond to her confession. He knew he wanted to tell her that he missed her like crazy, that he never went to sleep without thinking about her, that he wished the pillow he clutched to his chest in his sleep was her. But he couldn't. She deserved better than him, she needed someone who would never hurt her. She deserved someone that would give her the world and more. Someone who would treat her like the queen that she is. But she's my Queen B, his heart interrupted his thoughts. Sure, he was capable of buying her whatever her heart desired, sure, he loved her like he had never loved anyone or anything before, sure, he could hand her his heart on a silver platter and have her do what she pleased with it, but could he stop himself from hurting her again? That he wasn't sure of. He'd hurt her one too many times and he despised himself for it. He saw the pain in her chocolate-brown eyes every time she looked at him, that pain he desperately wanted to erase from them but had absolutely no idea how to do it.

She had once told him that all she needed to hear was those three words, eight letters. The same words she had told him at his father's funeral. The same words that had made him feel more alive than he had ever felt. The same words that had made him forget, for a couple of seconds, that his world was collapsing around him. Blair Waldorf loved him. Loved him. He had felt himself begin to say those words back, but his heart was quickly overrun with fear. His father had loved his wife, Lily, and then as soon as the opportunity had presented itself, she had ran into the arms of another man. No, he could not tell Blair he loved her. He would not be able to survive if she ever did to him what Lily had done to his father. So instead, Chuck had swallowed the words that had crept up to his lips, looked Blair straight in the eye, and said, "That's too bad". Then, he had done what Chuck Bass did best: he ran.

"Chuck? Are you still there?" Her voice interrupted his thoughts and Chuck realized he had not said anything in a while.

"Yes, I'm here…are you alone?" he asked her, hoping to get her intoxicated mind off of the fact that she had just told him she missed him and he still had not said anything in regards to it.

"No, I came with Serena. But she's off dancing with some guy named Sean, or John, or whatever, I don't remember" she said with a giggle.

Chuck grunted. Great, he thought, knowing Serena she was probably three times as wasted as Blair. Chuck fought the urge that was growing in the pit of his stomach, to get up, get dressed, pick up Blair from the burlesque club, and bring her back to his room where he would know she was safe and under his care.

"Are you gracing any Sean's with your presence?" Chuck said trying to sound aloof and indifferent. He failed miserably. Truth is, the thought of Blair with another man made his head spin with anger. He could not tolerate the idea of Blair dancing with, or even talking to, a man that wasn't him, especially when he was drunk. He knew plenty of low-lives who went to Victrola only to take advantage of drunken girls. Simply thinking about it made him furious. Chuck didn't know how he would react if she confirmed his speculations.

But instead, she laughed. "No, just me and Mr. Scotch tonight. There might have been a Sean at some point but he cracked some dirty joke about my headband so I shooed him away."

Chuck sighed in relief and smirked, "Which headband are you wearing?" he asked, lowering his voice. In the past they had done some very…creative things with her headbands.

Blair scoffed, "You're repulsive." But Chuck could hear the smile in her voice. This made Chuck laugh and Blair quickly joined him. Her laughter, however, quickly subsided and her tone grew serious and worried. "Chuck did you mean what you said earlier?"

"I have no idea what you're talking about," he lied.

"You know exactly what I'm talking about Chuck! You said you regretted ever sleeping with me, that I wasn't worth a simple glance from you," her voice began to break, "that I was just… a waste of time."

Chuck winced, remembering the moment perfectly. Blair had gone over to the Van der Bass' penthouse to tell him that she had broken up with Nate Archibald, his best friend, because she realized that the only man that could ever make her happy was Chuck. She was done trying to pursue that fairytale life she was convinced Nate could give her, and opened her heart to the complexity and chaos that is Chuck Bass. She had been confident that if she confessed her love for him one more time he would finally let her in, finally make it known to her that he felt the same way she did. However, she was quickly stripped of all that confidence when he, once again, belittled her I love you, and pushed her away even further. Her face had crumpled, tears ran down her face and she had forced herself to walk out of his room with her head held high. As soon as the door had closed behind her, Chuck allowed himself to let the couple of tears that had been clouding his vision fall. Wiping them away with the back of his hand, he made his way to his bar and drowned himself in alcohol.

"Chuck, please, just for once, be honest with me. Is all that you said how you really feel? I'm tired of telling myself that it's all a lie, that you're not really that cold, that I shouldn't give up on this damn love I feel for you! Please, Chuck…" He could tell Blair was in tears now and his heart sank. He hated when she cried. It made him want to fix everything that was wrong in her world and it frustrated him that he knew that he was what was wrong, he was what needed fixing. Chuck, however, had lost the instruction manual to his heart a long time ago.

Chuck didn't know if it was because she was drunk and would not remember a single word of their conversation, or because her tears and the pain in her voice continued to tug at his heartstrings, but he decided to tell her the truth. "No Blair, I didn't mean any of it."

"Then why do you enjoy hurting me so much? Why do you enjoy breaking me every chance you get?" She responded sniffling.

"I don't enjoy any of it Blair! I just--I want you to be happy and I--I could never make you happy--"

"But I love you Chuck!" Blair interrupted, "isn't that enough?! Why can't you just love me too!?"

"Blair…" Chuck's heart sped up. His heart urged him to declare his love for her, but his mind tried to convince him to keep his mouth shut.

"Blair…I…" Do it Chuck! No, don't! Do it! No! His heart and mind yelled at the same time. Chuck shook his head. Blair is drunk, she won't remember tomorrow, another part of his brain added. He liked the sound of that.

"Blair, I love you too. I always have. Ever since that night at Victrola, I haven't stopped loving you." He could hear his heart beating incredibly fast and feel his blood rushing at a million miles per hour through his veins.

"Y-You said it…I never thought I'd hear you say it…" Blair said, almost whispering. The tears were back, Chuck could tell, but this time he was sure she was only crying because she was happy.

"You have no idea how--SERENA!!" Blair screamed.

Chuck heard a loud crash in the background and quickly sat up in bed, "Blair are you okay?!"

"Chuck, I have to go, Serena just fell off a table," Blair answered shortly. Chuck noticed she was trying very hard not to laugh at what had just happened. "I'll talk to you later? SERENA GET UP! I CAN'T LIFT YOU ALL BY MYSELF!"

Chuck cursed his sister for having picked that moment to injure herself. "Are you sure you don't need any help?"

"No, just send someone to pick us up please. Good night Chuck."

"Goodnight Blair."

xoxoxoxoxoxxoxoxoxoxoxoxoxoxoxoxoxoxoxoxoxoxoxoxo

Half an hour later, Chuck heard a loud knock. He threw a robe over his bare torso and went to answer it before Lily could catch her daughter in such a "disappointing" state. He opened the door and revealed a very drunk Serena in the arms of his driver, Remington. Her hair was a mess and she smelled of alcohol. Chuck couldn't help but smile at the picture before him.

"Where shall I put her Mr. Bass?" Remington asked, shifting her weight from one arm to the other.

"In her room," Chuck instructed, leading him to it.

Remington set her on her bed gently and then excused himself. Serena stretched and groaned. Chuck smirked. He sat down next to her, slowly, making sure that he didn't move her too much. He knew all too well how any slight movement could make any drunken body feel. He made a mental note to tip Remington a couple hundred dollars for carrying his sister's body all the way to her room.

"Chuck…" Serena began, trying to sit herself up, "I don't feel so good…"

He read the signs all over her face and immediately knew she was going to be sick. He considered leaving her to fend for herself, but quickly decided against it. Ever since he had moved in with Serena's family the two had become very close, close enough for him to consider her his sister. Plus, she had seen him during some of his worst times, and had stood by his side.

So, he helped her up and walked her to her restroom. Serena collapsed in front of the porcelain bowl and immediately began to release all the alcohol she had drunk that night. Chuck kneeled next to her and held her blonde hair out of her face.

Once she had finished, Serena sat next to Chuck and leaned her head against one of the bathroom walls.

"You see sis, we're not so different after all," Chuck told her chuckling. He noticed that her dress had ridden up her thigh, and, without thinking, reached over and pulled it down.

"Shut up Chuck," she answered with a smile, "thanks, for helping me."

"You're welcomed."

They sat in silence and Chuck couldn't help but wonder if Blair was in the same position as Serena. He frowned at the thought. Chuck had been sure that when Blair had asked him to pick them up she was implying that she was going to spend the night with Serena. He had been shocked to see Remington in her place.

"Is Blair okay?" he asked the blonde. Part of him knew that Blair was much too classy to get as drunk as her best friend, but another part of him felt the need to be reassured.

"Blair's fine. Your driver dropped her off at her place," Serena answered with her eyes closed. She was beginning to develop a headache.

"Dropped her off?!? Did he even help her out?! Did he make sure she got into the elevator okay?! Did he make sure Dorota was awake to help her in?!" Chuck exclaimed, jumping up from his spot next to Serena, and pacing the bathroom floor. He pulled out his cell phone and began dialing some numbers.

"Chuck stop with the yelling!!" Serena shouted, rubbing her temples. She noticed the phone in his hand and his furious expression. "What are you doing?"

"Firing Remington," Chuck fumed.

"Chuck why are you going to fire the poor guy? I already told you, Blair is fine. She didn't drink all night. She claimed she had to be sober in case I did anything that would humiliate her. She spent most of her time on her phone okay? So, just close yours and relax," Serena informed him, using the sink to bring herself to her feet. She looked at Chuck who's eyes were practically popping out of their sockets. "Chuck are you okay?"

"Ar--Are you sure she wasn't drunk?" Chuck stammered.

"I'm positive. Now please help me to my bed, the floor is beginning to spin." She grabbed onto his arm as Chuck began to slowly walk her out of the restroom.

After helping Serena get into bed, Chuck went to his room where he made himself a scotch and then allowed himself to freak out. He ran through his conversation with Blair in his mind and could not believe she had actually tricked him into thinking she was drunk. Not only that, but she had tricked him into telling her he loved her. Chuck began to frantically pace his room, and downed his scotch in one gulp.

He walked over to his bar and while pouring himself a second glass, it hit him. Blair had told him she loved him (again), he told her he loved her, she wasn't drunk, she wasn't going to forget, and tomorrow would not be the same. He had to admit, however, her little scheme had actually been a pretty brilliant one. Not even he, who knew her like the palm of his hand, had caught on.

Some time, in the middle of his thoughts, the butterflies that had made their home in his stomach the night he had had his first taste of Blair Waldorf, began to flutter. Chuck smiled and couldn't help but realize that now that he had confessed his love to her he felt lighter and happier. Still smiling, he reached into the pocket of his robe and pulled out his cell phone. He flipped it open and searched for her name.

Not drunk, eh? Can't say I saw that one coming.

--C.

A few minutes later, as he dropped himself onto his bed he felt his phone vibrate.

You underestimate me Bass. See you tomorrow. xoxo

--B.

Chuck read her text and grinned. Oh yes, tomorrow would definitely not be the same.