Okay well I have no idea how this will turn out, but I was listening to She Will Be Loved by Maroon 5 and I thought it could make a really nice base for a fic. So this is an AU taking place during senior year, with some ideas from the show tied in to it, mainly it's important that Chuck and Blair are really good friends. Blair is dating Nate, but he hasn't cheated on her with Serena. I hope this works out as well as it did in my head.

Beauty queen of only eighteen

She had some trouble with herself

He was always there to help her

She always belonged to someone else

It was happening again. She didn't know how to escape this feeling.

She wasn't good enough. She wasn't wanted.

It was someone else that was always better than her. And it was usually the same someone.

But she couldn't resent this someone. It was her best friend. She was impossible to hate because she brought lightness and loosened her up. Plus, she knew her better than anyone else. Well, except for one person. But he was in a whole other league.

But most of the time, it wasn't hard to live in her shadow. She worked for what she had, and she was proud of herself for it, even if it went unnoticed by most.

At this point she didn't even know what to do anymore. This feeling kept engulfing her, making her feel worse and worse about herself with each passing moment and with each person who contributed to it.

Her father had been the first to start this chain, when he ran away with a French model, a male one at that. But that had been a year ago, and she had accepted it. She now even welcomed Roman with hesitant, but open, arms.

But now it was starting again, from two more people she would have never expected it from. Two more people she thought would love her no matter what.

That's right, her own mother and boyfriend were replacing her with a certain bubbly blonde.

She thought back to what had happened, only a few hours ago.

This was no regular Saturday, this was supposed to be one of the best ones ever. A Saturday to Remember, Serena had remarked.

This was the Saturday that Blair would be able to make her mother proud as she became the new face of Waldorf Designs, with the support of Serena and Nate of course. Chuck should have been there too, but Bart had flown him to Japan as part of his internship at Bass Industries and he wouldn't be returning until later this afternoon. Blair didn't mind though, she knew he wished he could have been there for her. But he knew how important this was and sent the best encouragement he could, a text.

Don't worry about the shoot. You'll be great and Eleanor will question why she never did this earlier. Waldorf Designs is about to get a whole lot hotter. x CB

She smiled down at the text.

Chuck always believed in her and always had the right thing to say. Very much unlike Nate recently, she grumbled to herself.

She put her phone down as she entered the studio, hair and make-up people surrounding her.

This was it.

Before she knew it, she was already in front of the camera wearing the first dress. The photographer began snapping away, and she felt empowered and confident.

She looked over and saw Serena and Nate smiling at each other, and then at her. They also knew how Eleanor was and they believed in her too. Flashing a smile back at them, Blair posed for a few more photos before running over to grab Serena for a few photos.

It was at that precise moment that Eleanor had walked in.

"Oh great, Serena's here too!" she had exclaimed. "Laurel! Get a few dresses for Serena to model."

Serena had turned to her, "Oh B! We can do this together, oh it will be so fun!"

Blair had smiled back, who better to share this amazing moment with than her best girl friend.

But it seemed she had been too optimistic. As soon as Serena had been fitted into a dress, Eleanor had said, "Blair why don't you sit the rest of these out so we can get shots of Serena. She was exactly what I had in mind when creating this line."

Blair held her breath for a moment as she tried to rationalize.

Well, they already have a bunch of me by myself, and the few of the both of us. They probably just want to save time and take a few more of Serena alone too. They can photoshop the solos together or something.

But deep down, she knew that when the photos were released it would be a bubbly blonde that was the face of the line. And no matter how much she tried to rationalize to herself, she knew it was the truth. She looked towards Nate only to see him completely fixated on Serena and completely oblivious to how she was breaking on the inside. Shouldn't he know how insecure he was? How she felt when Serena became the star and pushed her out of the spotlight?

And suddenly she couldn't breathe right anymore, and all she needed to do was get out of there.

To no one in particular she announced, "Well if you're all done with me, I should get going. I have some…assignments to finish."

She bolted without even changing her dress, only pausing to send a message to Chuck.

I know you're on a plane, but please find me when you see this. It's important xB

And with that she ran from the studio all the way back to her penthouse, no one coming after her. No one asking her to stay.

Well why would they? They all had Serena.

Should she have expected such an outcome? Probably.

But she had been optimistic for once, and look at how that had turned out.

They probably were all still at the shoot, and still not aware of her absence as not even her own boyfriend had texted her to see what she was up to or if she was okay.

And frankly, just thinking about it made her sick. She rushed to the bathroom and crumpled in front of the porcelain bowl, ridding herself of the light breakfast she had consumed not so long ago in between her light sobs.

xoxo

Chuck Bass turned on his phone as the Bass Jet finally touched down in New York once again. His trip to Japan had been successful; he had even finished earlier than expected and as a result was home several hours ahead of schedule. He hoped this would finally show Bart that he was capable.

His phone hummed, showing a text from Blair.

He opened it immediately, frowning at its contents. What could have possibly happened?

This was supposed to be both of their weekends. He was showing Bart his capacity as a future business man and Blair was finally winning her mother's approval by becoming the face of the new line. He couldn't believe that they wouldn't both be sharing good news tomorrow morning over coffee.

As he closed the door to the limo, his driver Arthur lowered the partition and asked, "where to Mr. Bass?"

Not hesitating, Chuck answered, "the Waldorf penthouse, as quick as you can."

"No problem Mr. Bass."

"Thank you Arthur."

…

He was at the Waldorf penthouse fifteen minutes later, thanks to Arthur's talent of blazing through city traffic.

He took the elevator up, not sure of what he'd find. He noticed the empty living room, and walked up the stairs assuming she'd be in her room. But as he stepped inside, he noticed a muffled sound coming from her bathroom.

Not again, he thought.

He creaked the bathroom door open and his heart broke at the sight of Blair Waldorf curled up on the marble floor. It left little to the imagination at what he had missed, as he'd seen her in this state countless times.

"Blair," he exhaled.

She looked up, her face tear-streaked and red.

"Chuck…I-"

Before she could protest or deny anything, he crouched on the bathroom floor next to her and wrapped his strong arms around her.

"Shhhh" he whispered into her hair. "It's going to be ok."

He felt her soften and he continued to hold her until her sobs died out.

He stood up offering her his hand.

"Let's talk about it, and then we'll watch a movie, your choice" he smirked.

She nodded and followed him into her bedroom.

They sat on her bed and talked for what must have been hours.

He couldn't believe Eleanor could do that to her own daughter. Sure, she had been known to make a remark about how Blair wasn't as tall or as thin or as tan as Serena, but this was on a whole new level.

Now Bart was no father of the year, but the way Eleanor treated Blair was even worse in Chuck's opinion. Bart was never shy to hide his disappointment in Chuck, about how he should've done better on that test, or tried harder with a business proposal, or gone to one less party. But Bart had never denied him the position in Bass Industries that he would eventually hold. He had never threatened to give it away and had never offered it to Nate. Bart wanted Chuck to be involved, it's just that his contribution wasn't good enough. But Eleanor, she openly chose Serena over her daughter any chance she got. Blair was many times smarter and much better mannered than Serena, yet it always seemed like Eleanor just wanted Serena as a daughter instead without any concrete reasoning. Serena never had to work for anything, she just lived in a constant spotlight while Blair worked her butt off for each of her accomplishments. How could anyone not see and admire that?

She had also explained her frustration at how Nate hadn't even seem to notice what it did to her. How he'd been too fascinated by Serena to notice her and how it hadn't been the first time it had happened since he'd been gone. She told him several stories of when she caught his best friend paying attention to Serena instead of her.

Chuck was baffled by this as well. He didn't understand the fascination with Serena van der Woodsen.

Sure she was beautiful and carefree, but that didn't make her any different from the millions of fun, tall, blonde girls out there. Just the southern portion of California was filled with almost carbon copies of her, not even counting the rest of the world. Blair, on the other hand, he didn't even know where to start. She was a different kind of beauty all together. Not only was she stunning on the outside, but she had a depth to her. She was delicate, but fierce. Kind and gentle, but strong. But most of all, she was class. How anyone would trade all of that for an empty-headed blonde such as Serena was beyond him.

If Blair was his girl…

He stopped that thought just as quickly as it came. That would never happen. It would always be Blair and Nate. He was just the best friend, always there and willing to pick up the pieces when something went wrong and his unobservant friend didn't notice, just as she did with him.

Yet as he looked at her, he saw something beneath the broken façade (that only he noticed). He saw a need to be wanted by someone, and a desire to prove her worth to someone. He hoped she knew that she didn't have to worry about any of those things with him. To him, she was perfect and everyone else was out of their minds.

And judging by the look she gave him, he thinks she finally saw that.

xoxo

She felt so much better after she had gotten everything off her chest by talking to Chuck. He always knew the right things to say, whether it just be a "Fuck Nathaniel, he's out of his mind!" or an insightful comment about how their parents were.

She didn't even feel bad talking about what had happened before he had arrived to the bathroom, feeling better as he told her how much better she was than Serena. It wasn't hearing that she was better than Serena that restored her confidence, it was that someone else believed in her, in all the work she put in, the way she didn't just breeze through life.

He understood, because he was the same. He was always working for Bart's praise, when Nate had everything at his fingertips and was always the Golden Boy.

And when he begged her not to do it again, she felt herself sincerely promising him that she wouldn't. Knowing that someone else saw her as something more than Serena van der Woodsen's best friend provided her with the strength she knew she needed to keep from trying to find ways to control her everything around her.

Chuck was always there to support and help her. And she was grateful for it, knowing that they would always be there for each other through all the shitty boyfriends and impossible parents and unfair best friends.

They were Chuck and Blair and they knew how to fight.

And when she was feeling better, he stayed silent just looking at her.

With one look, he managed to make her feel more wanted and appreciated than Nate ever had. There were even times when she was not even sure why she was with him anymore.

Because he's safe and the one,her mind told her. It had always been her and Nate.

But was it?

If she was Chuck's, she'd always know how appreciated she was…

She stopped herself right there. That couldn't happen. She and Chuck were just friends, friends that were always there for each other.

But why couldn't she shake this feeling?

And before she knew what she was doing, she leaned in and kissed him.

She kissed Chuck Bass.

xoxo

Tap on my window, knock on my door

I want to make you feel beautiful

I tend to get so insecure

It doesn't matter anymore

The moment Blair's lips touched his, he didn't even know what to think.

Was this a sick joke on her part? Was it her way of thanking him? Or was there so much more?

He ignored the rational part of his brain, telling him that he couldn't do this, that it was his best friend's girlfriend and also frankly his best friend that he was kissing.

But he ignored it and deepened the kiss. Blair deserved to feel wanted, and boy, did he want her.

A/N: Okay so originally this was just going to be a one-shot because it just popped into my head and I didn't want to start another multi-chapter fic before I finish at least one of my other ones (which will be updated soon btw) but I wrote a bunch of the rest of this one, and for some reason it just felt right to cut it off here. So let me know what you thought? Should I continue this or just forget about it?

Xoxo, Ana