"Carol: Have you ever let a romantic moment

make you do something that you knew was stupid?

Melvin: Never."

---As Good As It Gets

Blair Waldorf had given up, surrendered, for what felt like the first time in her eighteen years on the Upper East Side. She was tired: tired of being the stupid girl who didn't get it. All her life she'd dreamed about perfect love, but so far she was 0 for 3. Nate couldn't love her, not the way she needed to be loved. Marcus couldn't be faithful to her, well, that had been the least of his shortcomings, she surmised. And then there had been Chuck. One would think after striking out with two Prince Charmings, happiness with the unseemly villain would be assured. Alas, she had failed in her attempts at redemption; they both had. So, swearing off men seemed like the ultimate solution.

What did she need a man for anyway? She was intelligent, (it was only a matter of time before she got her acceptance letter from Yale), well off (what Eleanor Waldorf lacked in maternal instincts she made up for in overindulgence), fabulously fashionable (in the classy-timeless-Audrey way), and well, there wasn't a soul in all of New York City so utterly devious.

Alright, so there was one, but he certainly had his hands full at the moment. Winning back the trust and support of his father's board was going to be no easy task after the stunt he had pulled in Bart's office. Damn it, there she went again. Thinking about that Chuck Basstard. Blair glanced down at her slim Cartier watch; 12 minutes without thinking about him, she was getting better. Still, when you couldn't go for more than a quarter of an hour without conjuring images of your ex-whatever-in-the-hell-he-was, it was time to phone the best friend.

Reaching across her bed for her cell phone, she quickly hit speed dial two. Originally, Nate had been number one, and then during that whole Georgina episode, Serena's flighty behavior had booted her from the top spot in favor of...she was going to have to change that. After a few rings and a burst of giggles, a bubbly voice picked up the line.

"Hello?" Serena answered, and Blair could hear her whisper to someone and then the sound of a lingering kiss.

"Ugh" Blair groaned, "Please tell me Brooklyn is exiting rather than entering".

"He just left" the blonde assured, "What's up?"

"I'm feeling a little…" Listless. Lonely. Lost. She didn't want to use any of the adjectives that came to mind. Luckily her best friend knew her well enough to sense what Blair had trouble voicing.

"Wanna come over? I'm sure your place feels empty with your Mom and Cyrus visiting his parent's in Connecticut. We can dance it out." Serena was making reference to Grey's Anatomy. When both girls had caught a nasty case of senioritis last semester they had rented a suite at the palace and holed-up to watch endless reruns.

"Sound perfect," Blair smiled, grabbing her Fendi clutch and slipping on her Michael Kors flats. "I'm on my way".

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As she rode the elevator to the Van der Woodsen penthouse, Blair was examining her meticulous cuticles rather than watching the stainless steel doors. Had she not been previously occupied, she might have been able to prepare a more glamorous entrance than the one that occurred. When the doors slid open to reveal her destination, she looked up into the tired eyes of one, Charles Bartholomew Bass, and promptly yelped. What was he doing here? Didn't he know she was trying to avoid him?

His eyes seemed to brighten a little at her entrance, and there was a faint trace of his signature smirk at her response. He hadn't seen her for a week, since their last encounter in an elevator. If he weren't feeling so forlorn he might have been able to appreciate the irony. Instead, his eyes ran from her feet up, it was habit; he'd been appreciating the bouquet that was Blair Waldorf ever since he could remember. She was lovely as ever in a simple black skirt and a cream blouse. The constant ache in his heart throbbed at the sight of her.

"Waldorf".

"I…um…what?" She shook her head from side to side slightly trying to clear it. Her eyes were suddenly skeptical.

He raised his eyebrows at her, puzzled, and waited for her to continue.

"Here…why?" She narrowed her eyebrows accusingly. God, she couldn't think. Let alone speak in full sentences. It was a hell of a lot easier to swear off men alone in her bedroom. Put her within three hundred feet of Chuck Bass and she turned to mush. 'Get it together', she told herself. 'Don't let him see you sweat'. She pulled her shoulders back and pinched her mouth into a thin line.

"Lilly and I have come to a sort of, arrangement", he started. "She invited me to move back in. I was just unloading the last of my luggage, actually, when you showed up".

"She did?" Serena questioned, leaning against the doorframe to the entranceway. She had wandered out to the foyer after hearing Blair's shriek.

"She did" Lilly Van der Woodsen answered, having come in from the dinning room. "Dinner will be served shortly. Blair, I hope you'll join us".

"Sure, thanks" Blair smiled lightly as she followed her best friend back to her room, but not before giving Chuck a warning look that clearly stated her annoyance at his presence.

"And Chuck, you'll be staying as well?" Lilly inquired

"Wouldn't miss it." he responded, mirroring Blair's uneasy smile as he hefted the last of his bags toward his old room.

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"Its almost funny" Blair lamented. "I mean I come here to avoid thinking about him and then…here he is" she let out a little hysterical burst of laughter. "Serena!" she whined stamping her foot.

"Don't worry, B". Serena placated her overdramatic friend. "We can still have our girl's night. We'll turn the music up so loud, you wont even know he's here." The tall blonde wandered over to her expensive stereo, clicked the play button, and cranked up the volume. Mika's Lollipop pounded out of the speakers as Serena shimmed over to the bed and pulled the resistant Blair up onto her feet. Blair couldn't help but lose herself in the giddy music's beat and soon, the two girls cackled gleefully and danced with their arms thrown up over their heads.

Lilly had asked Chuck to summon the girls for dinner, but no one had answered when he'd knocked on Serena's closed door. He supposed they couldn't hear him over the blaring music. He nudged the door open to reveal a tantalizing sight.

Blair Waldorf in blissful abandon. He watched as her slim hips swayed with the music, her espresso curls rippling down her back. He sucked in a ragged breath when her movements caused her top to rise up, revealing inches of pale, taut stomach. He had brought his hands up to cover his eyes and just as the song changed, plunging the room into silence, sighed loudly.

Both girls turned to look at him; Serena's breath caught mid-giggle while Blair's smile ebbed as she hastily tugged down her top.

"Dinner's ready" he offered, turning to go before things could get anymore uncomfortable.

Blair shot Serena another pleading look and the blonde exhaled in response. Pausing to turn of the sound system, she reached for Blair's hand to drag her out of the room.

"Come on, let's go eat".

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"Well, this is awkward" Eric Van der Woodsen mumbled as he cut into his steak.

Dinner had gotten off to a rocky start when the seating arrangements were revealed. Blair had skipped off to the powder room after exiting Serena's bedroom and by the time she entered the dining room everyone else had already taken his or her seat. The petite brunette let one foot linger on the bottom of the staircase as she surveyed the scene before her, meeting the gaze of Chuck Bass, who had chosen this moment to lift his eyes from his salad plate. There was only one seat left, across from Serena and next to Chuck. Blair breathed out lightly through her nose while Chuck eyed her to see if she would protest. When she didn't, he stood politely to pull out her chair. She sat, and from that point forward there had been no sound but for the scraping of silver on china.

"Eric!" Lilly exclaimed. "Don't be rude".

"Everyone's thinking it. I'm just saying it" Eric defended himself.

"He's got a point". Chuck said, lifting his glass of ice water to take a sip.

"Well, be that as it may. Perhaps we could steer the conversation in a more…appropriate direction". Lilly questioned as she whipped daintily at her mouth. "Blair, I haven't had the chance to see you in a while. What have you been up to? I heard you were interviewing with the Colony Club. They're a very prestigious group".

Blair looked up from dinner and smiled at Lilly. She really did like the older woman, and no one could fault Lilly's manners. It wasn't the eldest Van der Woodson's fault that Chuck was there to ruin a perfectly lovely meal with his stupid sexy smell and silky voice. Lilly couldn't help that his proximity was making Blair's heart skip irregularly and her cheeks fill with heat.

So, Blair bit her bottom lip and began sweetly, "Yes, that is true". She paused to reach for a roll in the basket in front of her. "It is too bad they turned out to be a bunch of over-stuffed poodles." Lilly looked surprised at Blair's response, but equally entertained as well. Serena's mother had always appreciated Blair's spirit, which had seemed dampened of late. Blair, as it turned out, was just getting started. "In fact, meeting with those Stepfords helped me realize that I was searching in the wrong place for happiness. Who wants to be friends with the kind of people who won't let you forget your mistakes, who will stand as constant reminders of your failures and bad choices?" Lilly guessed that the topic had digressed slightly, but she didn't interrupt. Blair was quickly gathering speed and taking out her frustration on the roll in her hands by ripping it to pieces as she punctuated her thoughts. She was so sick of working to maintain her pristine image. "Just because you make a few ill-advised decisions doesn't mean you're a bad person. It doesn't mean that you can't change. In fact, from this point forward, I plan on taking a much more independent stance, cutting out all of the unhealthy people in my life and focusing more on my goals" she finished by taking a ravenous bite of her roll.

Every single pair of eyes at the table was trained on Blair Waldorf as she finished her matter-of-fact speech concerning her future plans; their looks ranged from shock (Lilly), to admiration (Serena), to amusement (Eric), and finally, to intrigue (Chuck).

Lilly, after chocking a bit on her white wine, coughed to clear her throat and then responded by saying, "I see. That sounds…" she searched for the right word and made a waving gesture with her hand, "…reasonable…good for you!"

"When you say 'cut' people out of your life, you mean…?" Eric prompted, looking a little concerned. He knew what an angry Waldorf was capable of executing.

"I will be resigning from my leadership role with the girls of the steps. You're welcome to it S…" Blair offered, but Serena, with her mouth full of buttery mashed potatoes, adamantly waved her off, "and, I will be refraining from…romance, until further notice".

Okay so it was mildly humiliating to be delivering this speech in front of Chuck but she'd gotten swept up in her enthusiasm for the idea. To his credit Chuck didn't look particularly flabbergasted, a little pinched maybe, somber and thoughtful. In contrast, Blair felt amazing, wildly free. Even if the rest of the dinner party was looking at her with reservation, she liked the idea that she was taking control of her life. Goodbye, Pity city; Hello, Happy Town!

However, after Blair's declaration, the room quickly fell back into silence.

Chuck Bass was thinking that he could use a scotch. Blair was swearing off romance, we'll he guessed it was better than hearing her announce her engagement. His relief was short-lived; he could presume that he was one of the "unhealthy" people she meant to cut out of her life. That did complicate matters, but he was resolved to try. Chuck pushed his chair away from the table and rose to stand behind it.

"Blair" he said, speaking her name aloud for the first time that evening. "May I talk to you for a minute, privately?"

The disbelieve that registered in Blair's face at his request was mirrored on each of the Van der Woodsens' faces, but only Serena's also displayed the air of distrust he could see behind Blair's eyes. For that reason, he wasn't surprised when it was the blonde who answered, "I don't think that would be a very good idea".

Blair looked a little flushed at her best friend's reply, but she didn't look up at him from under her lashes. He leaned in towards her until his mouth was close to her ear.

"Blair" he repeated, and her name on his lips felt deceptively like a caress. "Please?" he offered, and like so many other times in her life, Blair found she could not refuse him. She resisted futilely for a few seconds, before looking to Lilly, offering a lame "Excuse me" and then getting up to follow Chuck. She ignored the warning look Serena was shooting her and tried not to walk to quickly.

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Chuck's bedroom has always made Blair a little uncomfortable, although she never would have admitted it. Sure, it was made up in the luxury she was accustomed too, but it, like it's owner, also felt a little too dark and mysterious. It did not have the lived-in look that suggested its occupant spent a lot of time in the overstuffed leather chair by the window, or seated behind the cherry wood desk. However, undoubtedly, the most intimidating thing in Chuck Bass's bedroom, Chuck excluded, was his bed.

It was vast, and clothed in, she knew, sheets with the kind of thread count that made her swoon. As if Chuck needed any more ammunition.

Blair Waldorf had never once been in Chuck Bass's bed. Well she had, figuratively, but literally, she hadn't even touched it…the bed! Not, you know, the other thing. This was it, she was going to pieces, and he hadn't even started talking yet. Blair took a deep breath. She tried not to look nervous or anxious. She wanted instead to convey, irritation with a side of extreme dislike. Except he was sitting on the stupid bed, and looking like he wanted her to join him.

No way was that happening. She was staying as far away from that thing as she could, and putting a few feet between her and Chuck seemed like a good idea. She backed up instead, to his desk and perched herself on top of it while crossing her legs. There, this wasn't so terrifying. She could handle this situation, and any subsequent ones he tried to throw at her. She smirked at him in what she hoped was a taunting way.

"What did you want to talk about?"

He wasn't prepared for this, at all. He didn't usually ask questions to which he didn't already know the answers. He liked to analyze people, anticipate their reactions, especially Blair. He liked to think he knew her better than anyone else, that he could read her like an open book. This time was different. He had made a lot of mistakes, he knew, but in the past she'd always taken him back, eventually, except for the last time. The last time, when she'd said she was done.

"How sincere were you, with that little outburst at dinner?" He didn't bother with that polite conversation bullshit, he wasn't going to sugar coat it.

The smile faded from her face and she shot him a look that said, "I know exactly what you're trying to do". Did he think she couldn't resist him? That she couldn't survive with out a man, not just him, but any man, there to fortify her life. Well, he was mistaken. She was fully prepared to rid her life of all its impurity. Chuck Bass was number one in more than her speed dial. He would be the first to go.

"Very serious, dead serious." Her was voice coated in a sugary sweetness intended to sting.

He did something then that she hadn't anticipated, he grinned.

"Excellent. I feel exactly the same way." He affirmed.

She was confused, and she couldn't help but let it flicker across her face. He was…excited? That she didn't want to see or speak to him ever again?

"That's why I need your help."

Her look of bewilderment quickly sank into a frown. She didn't understand at all what he was talking about and she didn't like it one bit!

"The fact that you need help is undeniable, Bass, but what makes you think that I am equipped, let alone willing, to administer it?"

He looked at her innocently. "You just told me. You firmly believe what you stated at the table. That 'Just because you make a few ill-advised decisions doesn't mean you're a bad person. It doesn't mean that you can't change'. He quoted her earlier words back to her with a self-satisfied smile.

"Please!" she scoffed. I was referring to myself. My mistakes, namely you." She growled at him. "You are beyond help, Chuck. Besides, you said it yourself, you don't want any". She could have continued on her tirade. She had held on to all of the hurt he had inflicted on her in the past few months, intentional and otherwise, and right now her pain had turned to anger, an all-consuming fire, quickly raging out of control. Except that, he was looking at her again, in that way that she had never seen before Bart had died, like she was the only thing holding him back from the ledge. So she stopped talking and rung her hands in her lap instead.

"You can decide that you're gonna change your life, Waldorf. You can change your friends, and your clothing style and your shampoo, but what you're doing right now is acting like a hypocrite, which means you're staying exactly the same." His words were biting but his tone was silken.

"I've lost my fair share in life, and ruined most of what's left. You said you believed in me. I'm asking you if that's gone away. Lilly, with a few stipulations…" He gestured to the surrounding room. "…has agreed to adopt me. Which means that, even though the little problem concerning my dear uncle isn't exactly resolved, with her as my guardian, Bass Industries will be in safe hands, for now. She still plans to turn the CEO position over to me on my eighteenth birthday. That gives me three and a half months to gain the board's respect, and prove to them that I can be…responsible. I…can't do it myself. I need you. I need you to help me."

She wasn't looking at him. She was looking at her hands. She seemed weary and…small. He could tell she was thinking carefully about what he'd said. She glanced up.

"Why me?"

"Because…there's no one else" She nodded knowingly and dropped her gaze.

He sighed and brought two fingers up to his temple. "I'm lying", he said and she was looking at him again, uneasily.

"It's because…you make me…you make me want to be a better man. When I'm…when I'm with you…you relax me. I don't feel like everything's crumbling. I…I won't be able to do it without you". Shit, he wished it hadn't come out sounding so uncertain and disgustingly pleading.

She continued looking at him for what felt to Chuck, like several hours, but in reality was probably a few seconds. She got up off the desk and walked to the closed door. She grasped the handle and turned it. She was leaving. He really had ruined it this time.

She turned and said softly over her shoulder, "Okay", and then she was gone.

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Serena Van der Woodsen was sitting on her bed flipping rapidly through a month old copy of Cosmopolitan when her best friend slipped into her room, shut the door and slumped against it, leaning her head softly back until it touched the wood panels.

Blair glanced fleetingly at the tensed blonde. She knew she looked guilty; Serena's mouth was pointed downward in hesitant accusation.

"Please, tell me you didn't" she said, her voice a mixture of displeasure and acceptance.

"Didn't what?" Blair shrugged innocently, kicked off her shoes, finally, and sitting next to Serena, bringing her stocking covered feet up onto the bed to fold underneath her.

"Oh, B" The blonde dissolved.

"Nothing happened!' Blair defended. "He asked me to help him clean up his image in an effort to impress the board of Bass Industries. It was hardly a candle-lit confession of love. He was desperate and…I…", she trailed off, hating to feel out of control even for a second, even in front of her closest friend. She thought to herself 'I was weak'.

"Blair" Serena moaned in frustration. "Why would you get yourself involved with him, again? Listen, I know you care about Chuck but he's just not…he can't" She didn't know how to say it, how to put into words the awful truth."How many times are you gonna let him hurt you? I just…I don't get it".

Blair was playing with the hem of her skirt. Serena was making her feel pathetic. Hadn't she sworn she was done? Hadn't she said enough was enough? Why, just when she had finally broken free, did she let him lure her back?

"It's the same reason you can't quit your Humphrey habit". She said quietly, but she knew by the way Serena was looking at her that she'd heard.

Serena nodded at her best friend, because she did know, exactly what it meant to feel so recklessly. You had to believe in a better tomorrow, that all of the pain you suffered would eventually pay off; because otherwise, you were just a fool in love.