A/N: Hella long author's note ahead; bear with me.

The Background: This takes place roughly around the time of the first episode, but there are a few major differences, one being that the Pete/Georgina thing didn't happen, and consequently Serena didn't run away. NSCB are and have always been just friends, though Nate lost his virginity when he slept with Serena, Serena lost hers to Chuck, and Chuck slept with Georgina in the sixth grade as was said on the show. They've never discussed any of that. Blair's got a crush on Nate, Nate's got one on Serena, Serena likes Chuck, and Chuck is smitten with Blair. They've all come to the unspoken agreement that their friendship as a foursome comes first, so they've never acted on those feelings. Chuck hooks up and moves on, Serena flits between week-long flings undecidedly, and Nate tends to stick with the same girl for a few months without really being invested in the relationship. Blair's always watched them from afar, and now…she's tired of it.

The Warning: This is basically about the sometimes comedic, sometimes angst-y, sometimes romantic destruction of Blair Waldorf's infamous purity. It is not, however, intended to corrupt your innocence. I'm not normally one to right overtly sexual stuff, but I'm still toying with the later chapters and there's always the possibility that it might get a little smutty. If you're too young to be reading it, or not comfortable with it, then the "back" button is calling your name. Thanks for clicking!

The Pairings: Everyone is fair game at the moment, but those of you who know me know my preferences. ;)

The Last Note: Enjoy! Feedback is love.

Textbook Stuff

there, there, baby; it's just textbook stuff

it's in the ABC of growing up

there now, darling, oh don't lose your head

'cause none of us were angels

and you know I love you, yeah

--Imogen Heap, Speeding Cars

One.

You see! This is what happens when girls play good little virgins on the Disney channel for too long. They repress all their sexuality and eventually it all comes out in one big explosion of…whore.

-- Trevor Boris, Video on Trial

It was an uneventful night as Friday nights went for the Upper East Side's most notorious foursome. Blair Waldorf was lying on her stomach on the soft, plush carpet on the floor of her room. Both of her parents were in France: her father living at his vineyard with his male model boyfriend, her mother supervising a fashion show of her latest designs in Paris. It was for that reason that she was lying on the floor, sipping champagne from a delicate crystal glass while she flipped lazily through the latest issue of Vogue.

She was kind of bored. Even in her head, the word carried disdain, undoubtedly something she'd picked up from Serena over the years. Blair didn't mind the calm, or the quiet, but to Serena those were easily equated with boredom and boredom was something Serena wouldn't stand for. She lived in a rush of energy; no time for reflection or thumbing through magazines. Blair was equal parts jealous and scornful of Serena's viewpoint.

She looked over at her three closest friends – her family, for all intents and purposes – waiting for Serena to speak up, to penetrate the calm, to protest the quiet. They were also lying on her carpet, slightly more inebriated than she was, as was often the case. Serena didn't look bored as she giggled at something while Nate nuzzled his face against the side of her neck, her cheeks pink, freckles standing out underneath her blue eyes. Blair felt the familiar flash of jealousy that Serena's existence alone was capable of providing her. Her best friend was so uninhibited, so at ease with herself and all her flaws – granted, from where Blair was sitting, those flaws were limited. Still, she couldn't really comprehend the confidence that Serena possessed, the comfortable way she cuddled into Nate's side and draped her long legs over Chuck's, the easy way she touched the boys and the coquettish quality that slipped into her smiles effortlessly.

Serena propped herself up on her elbows, hair tumbling down on her shoulders, and shot Blair the smile that was capable of making all that jealousy melt away. "You're not drunk enough, Blair Bear."

Blair smiled reluctantly, setting her magazine aside and sitting up, legs tucked underneath her. "Don't call me that, S.," she said gently. "And did you ever think that I'm just right, and you're too drunk?"

She shook her mane of blonde hair stubbornly. "Not possible."

"You're bored," Chuck stated. His hand was resting on Serena's calf, but he was looking Blair up and down in that way that made her feel oddly exposed.

"Maybe a little," she admitted, looking at Nate out of the corner of her eye. He was toying with his cell phone.

"Who are you texting, Archibald?" Serena demanded, the sound of her voice alone infusing the air with a bit more excitement. She snatched the phone out of his grasp and leaned into Chuck's shoulder, holding the phone out so they could both squint down at the small screen. "Oh, your girlfriend?" Her eyes glittered mischievously.

"She's not my girlfriend," Nate huffed self-consciously, reaching over to grab the phone back, but Serena handed it over to Chuck before Nate's fingers even got close to it.

"Yeah, Nathaniel, you're right," Chuck laughed, scanning through all of Nate's latest text messages. "She's about to break up with your sorry ass."

Nate groaned. "I guess I should get over there. It's not like we're really doing anything right now."

"But we could be," Blair said quickly, wracking her mind for ideas. She quirked her eyebrows lightly, daring him to just let the break-up happen. Nate never kept a girlfriend for all that long anyway.

But then Serena reached over, handing back his phone and laying her hand on his knee. "You should go, Natie," she told him with wide, earnest blue eyes. She toyed with the hem of one of the legs of his board shorts. "Monique's a nice girl."

Completely ignoring Blair's previous words, Nate kept his gaze focused on Serena for a moment, eyes flickering down to her hand and then up to her face again. Finally, he sighed. "Yeah, I guess I should."

He stood up, slightly unsteady, and clapped Chuck on the back and said, "Later, man." He then bent down to kiss Serena's cheek, but she turned at the same moment and his lips caught hers. She giggled and his skin turned a mild shade of red as he walked over to Blair. He kissed her forehead in any entirely friendly gesture, the kind that allowed absolutely no possibility of a real kiss. He waved at them all and ambled out in his usual careless way.

Blair sighed, watching him go, and turned back to her remaining friends. Serena's body was curled up against Chuck's, her chin perched on his shoulder, her eyes raking over his face in a way very similar to how Blair tended to look at Nate.

"Do you think Pasha's still in town?" Serena asked, a challenge stowed away in her lazy words. She didn't take her eyes off of Chuck's as she drawled out the name of her latest boy toy – he was Russian, Blair was fairly certain, with sweetly rumpled blonde hair and an uncertain grin.

Chuck laughed in the same lazy, unbothered way. "For you? Of course. That boy will be here until you get tired of him. He'd marry you, S." He smirked. "And not just for the green card."

Serena laughed, clearly pleased by his words, as Chuck got up and offered her both hands so that she could get to her feet as well. Serena bent down to kiss Blair's forehead the same way Nate had, steadying herself with hands on Blair's shoulders.

"Breakfast tomorrow, B.?" she asked sweetly.

Miffed at being abandoned so flippantly, Blair arched her eyebrows. "What, you won't be busy with Pasha?" She had expected Serena to come up with something more entertaining more them to do; she hadn't realized that meant her friends would be leaving her to find that entertainment in others. It was an irritating turn of events that seemed to keep happening lately.

Serena nodded contemplatively, her expression serious. "Lunch, then?" she inquired, so optimistically that Blair couldn't help her smile.

"Okay, lunch," Blair agreed lightly. "Be careful tonight?" She posed it as a request, trying to hold Serena's gaze.

The blonde winked at her as Chuck steadied her by grasping an elbow. "Careful isn't any fun." She kissed Chuck's cheek and whirled away.

Sighing, Blair pushed back her worry and glanced up at Chuck. "And where are you going?" she asked, assuming that he'd be leaving as well.

He shrugged. "I could stay here with you."

For a moment she considered it, because she was bored, and it would be nice to have company, nice to have someone choose to be with her…

But then he leered, "I mean, we're already in your bedroom…"

She wrinkled her noise and extended her arm, pointing regally toward the doorway. "Goodbye," she said simply.

Chuckling, he moved toward the door. "Suit yourself. I'm in the mood for something…exotic…tonight, anyway."

To her surprise, he paused at her side, dropping a kiss on the crown of her head that felt strangely intimate and running his fingers lightly through her hair, his hand lingering on her shoulder before he walked off. It all happened so quickly, so sweetly, that she didn't even have a chance to be disgusted with him.

"Bye, Waldorf," he said without turning around, an annoyingly knowing note in his voice.

Blinking in surprise, she ran her fingers through her hair as if testing to see if it had somehow been changed by his touch. She got to her feet, tossing Vogue aside and perching on the edge of her bed. Gulping down most of her champagne, she scowled at the floor. This was her Friday night, really? Champagne and a magazine at home? Boredom? Nate was with his girlfriend, Serena was with the latest boy who'd fallen head-over-heels in love with her, and Chuck was doing something she probably didn't want to know about. But they were all with people, they were all having fun, they were having the kind of exciting nights that Blair deserved to have, too.

It wasn't her fault that she was the only one with any morals. She was saving herself for Nate, whenever he came to his senses and realized that he would be lucky to get a girl like Blair Waldorf. She was doing the right thing, this waiting.

But waiting was boring and tiring and disappointing. Waiting meant that she got left behind at the end of the night when her friends all paired off – or tripled off or quadrupled off, or whatever it was that Chuck did – with whomever they were with. Waiting meant coming home to an airy, empty house and cold sheets in her bed and the company of Audrey Hepburn movies. Waiting meant dreaming of romance but never having it. Tonight, waiting meant inviting her friends over and having them realize how very boring she was and consequently watching them abandon her one by one for better things.

It was starting to get the better of her. She used to feel superior, wise and mature, when they traipsed off to their debauchery. But these were supposed to be the best years of her life, and all she had so far was a reputation as a prude, a relatively powerful hold over the girls at school in the form of fear, and a whole lot of loneliness.

Even though she was sitting down, she stomped her foot against the floor. It was unacceptable, really. She was Blair Waldorf. She had the best clothes and the best grades and she ruled her entire school. People admired her, people ached to be her because they thought she had a life worthy of that admiration. She was witty. She was rich. She'd just lost two pounds. There was no better time than now to stop waiting. She had never been so desirable or so confident.

Nodding to herself, she drained the rest of the champagne from her glass and stood up, heading into the bathroom to get ready for bed, to slip on her comfiest silk pyjamas. This would be her last night of calorie-free mineral water and Audrey Hepburn, so she may as well start enjoying it early.

---

The next day at noon Blair sat at a table at Fred's in Barney's, impatiently waiting for Serena to show up. Her friend was, as per usual, late.

"Hey, B!" Serena called across the restaurant when she arrived, grabbing everyone's attention as she rushed over in a whirl of yellow and blue. She dropped her purse and fell into her chair, lightly pulling the menu out of Blair's hand. "Sorry I'm late," she said, flashing a smile up at her friend before her eyes started flickering over the options.

Blair folded her hands on the table in front of her. "It's okay. How's Pasha?"

Serena shrugged blithely. "I'm starving. I think I want waffles. Do they have waffles?" She asked, as though they hadn't eaten there a million times before, and glanced back up. "How was your night, B.?"

Blair shook her head fondly, toying with the bracelet around her thin wrist. "Good. I thought about some stuff."

The waitress appeared to take their orders at that moment, and Serena waited until she left again to ask: "What stuff?" She was clearly intrigued. Blair was usually all thought and Serena all action, so they absorbed each other's information hungrily, a perfectly mastered symbiotic relationship.

She considered it for a moment and then decided it would be best to tell all three of her friends at once. Besides, she was still working through her plan, figuring it out. "Are you busy tonight?"

Serena looked her over, a smile spreading on her face, sensing that Blair had something good in the works. "I am now, aren't I?"

Blair smiled back and nodded. "Midnight. My house."

"Midnight?" Serena arched an eyebrow, looking mildly amused. "That late?" She laughed at herself then, because Serena didn't really have a definition of late, but it was weird for Blair.

"I want you guys to help me with something," Blair told her vaguely.

It was clear from Serena's affectionate expression that she thought Blair was doing that thing where she tried to make her life as much like a movie as possible, but Serena was game for nearly anything, and she always indulged Blair because that's what best friends do, so she simply shrugged and dug in to her Belgian waffles when they arrived. "Okay, B. Sounds good. Are the boys coming?"

Blair pressed her lips together to keep herself from smirking as she poked at her garden salad with her fork, searching for a piece of lettuce that wasn't drenched in dressing. "Yeah. They're kind of…necessary."

"Necessary?" Serena asked with her mouth full. She swallowed, speared a raspberry with her fork, and fed it to Blair across the table. Her navy blue eyes were dancing at the prospect of mischief. "Careful, B.," she warned, her voice low and a little bit naughty as she rested one of the tines of the fork against her lips. "You're starting to sound like me."

Biting the corner of her lower lip, Blair shrugged one of her shoulders, feeling a thrill at the thought of what was to come. Her reply was lazy, even and unconcerned: "That's the idea."