A/N Thanks to everyone who read, reviewed and alerted the story. Please continue reviewing bc I would love some feedback. Especially as the story continues to play out. So this chapter is a little more choppy, but consider it a montage to get the story to where it needs to be. I've decided to tell the story in flashback and bring it up to the begining scene and beyond. I've pretty much got the story plotted out, and I cannot wait to get to the end. There is some foreshadowing in this chapter so pay attention and OH some C and B bow-chika-wow-wow! You've been warned! I really hope you enjoy reading this!

Disclaimer: I do not own Gossip Girl.

Like promised Chuck never told Nate about what he witnessed that night at the Waldorf penthouse in Blair's bathroom. Never told him about her bulimia, her anxiety, her stressful relationship with her mother. He never told him about the tender kiss they shared and how Chuck held a hurt Blair in this arms all night. Stroked her hair while she cried; nuzzled his nose in the crook of her neck while she slept. Chuck never told anyone about that. Who would he tell. All he had in the world were Nate and Blair. He was in love with Blair, but Nate was his brother. Without the two of them in his life he truly had nothing. So he remained the loyal friend while Nate and Blair's courtship became the Golden Fairytale of the Upper East Side.

Throughout the next year the three friends remained as close as ever. The most popular group in school. Blair still ruled Constance, Nate was still star athlete and Chuck was still sleeping his way thru every socialite between 75th st and 95th. Nate and Blair were the "Golden Couple" but truthfully times were few and far between when it wasn't the trio together.

It was in the May of their Junior year when life began to chip away at their club of three they had created. Chuck was at Blair's studying for their Chemistry final while Nate was at Lacrosse practice after school. This was their usual weekly routine since Blair and Chuck had most of their advanced classes together.

Blair let out the fourth loud sigh in a row while laying on her stomach on her bed with Chuck sitting up against the pillows beside her. "Blair" Chuck drawled out, " is there something you need to talk about? You're making it pretty hard to concentrate while huffing and puffing over there ."

Blair smacked Chuck on the leg. "I do not huff NOR puff Basshole." Then a pout formed on her lips. "I keep catching Nate stare at Serena Van Der Woodsen. Its her blond hair. Nate has always liked blonds."

"Yes, but he loooooves a certain charming brunette I know." Chuck teased. Blair rolled her eyes and laughed. She loved these alone times with him. It was one of the few times the two serious teens were able to relax and actually be silly teenagers. Chuck didn't mention to her that he too had noticed Nate's eyes wandering to the bubbly blond who was part of Blair's entourage of girls. He couldn't be responsible for wiping off the smile that was now on her face.

Two weeks later Nate's father, the Captain, was arrested for embezzlement. Looking back on this time, Chuck would note that this was the beginning of the end for his make-shift family however at the time how would any of them had known that.

Blair sat on the large chair in the formal living room of the Archibald townhome. Her face red and swollen from hours of crying. Chuck paced back and forth along the fireplace while Nate sat Indian style in front of the couch. "I just don't understand why they think shipping you off to your grandfather's estate is going to make things easier for you." Blair repeated for the millionth time. The idea of Nate being forced to move out of the city to avoid scandal brought on from his father's arrest seem like they were the ones being punished for his crimes. "You're going to miss your Senior year. You're going to miss every important event ever!" she sobbed.

Nate got up to sit next to her on the chair and pulled her into snuggle with him. "Okay Miss Dramatic. Its going to be fine. I will still be able to come back for important things, and living with Grandfather won't be the worst thing ever. His place his huge and its close to my cousin Tripp's place. It will be fine. We will talk all the time. It will be like nothing has changed." He made eye contact with Chuck the two boys having a silent conversation between them. Both wanting to believe what Nate was saying. Nothing could ever take away the special bond the three of them shared. They were connected together for eternity. Nate's mother came in and told them it was time to say their goodbyes. A weepy Blair and stoic Chuck hugged Nate with promises to see him soon. The three of them had never spent more than a week apart from each other, but like Chuck's father told the somber pair once they returned to the Bass penthouse after saying goodbye to Nate, it was time for them to grow up and face the reality of moving on.

That Summer was a quite one. Nate came and spent one week with them in the Hamptons, but other than that they did not see him. Blair and Chuck spent less time together as well. Blair spent most of her days on the beach or shopping with her minions while Chuck spent most of his time chasing women. After being back in the city for a week, Blair showed up at Chucks like a woman on a mission. "You Basstard! I've already lost one best friend and I refuse to let you push me away as well!" She hadn't even let him greet her after opening the door before beginning her tirade. "If you think you can just get rid of me so you can spend all your time sleeping with every slutty debutante you are very mistaken. I'm not going anywhere. So you're just going to have to schedule time for me and you lady friends." She starred Chuck Bass down with her hands on her hips and her chest heaving from being out of breath after her storming in. Any lesser man would have been legitimately frightened. Chuck Bass just threw his head back and laughed. He pulled her in for a hug while still laughing, "Oh come here Princess. I promise I'm not going anywhere. You're right we haven't been spending enough time together, and I am going to fix that right now."

"Good" she huffed against his lilac colored dress shirt. "Because I brought Tiffany's and a box of macaroons" He could hear the smile in her voice even though her face was obscured by their embrace.

"Ha Ha...of course you did." They spent the rest of the afternoon together on the couch in Chuck's suite watching classic movies and snacking on cookies.

Over the next few months Blair and Chuck were inseparable. It was during these times that Chuck started to notice that there were many mornings that he would have to force Blair out of bed. He assumed she was still feeling blue over missing Nate, but there were times when she was so melancholy Chuck didn't know what to do to make her snap out of it. He also noticed that her anxiety was back. He knew she was under a lot of stress waiting to get her acceptance to Yale, so he tried to push his worries to the back of his mind. Regardless of her mood swings Chuck was loving spending all his time with Blair.

Since Blair and Nate had decided to "unofficially break-up" (whatever that meant, Chuck had no clue) while he was gone. Blair had asked Chuck to be her date to the Snow Flake Ball that December. And of course being the good date, and best friend, that he was he was spending his afternoon at Blair's while she tried on her many options of what to wear to the formal. She was having a blast twirling and prancing around modeling all her dresses for Chuck. "Chuck what do you think of this one?"

Chuck pulled his gaze up from his phone to see Blair Waldorf in the most atrocious pink puffy nightmare of a dress he had ever seen. He slid off the bed trying his hardest to hold his laughter in. Taking her hands in his he replied, "Waldorf, you look like a cupcake."

Blair giggled, "Yes Bass but is it a cupcake you'd want a taste of?" The devilish smirk on her face made Chuck's heard beat hard in his chest. Of course he wanted a taste of her. She's the only woman he's wanted to taste since their kiss those few Christmases ago.

"Blair" he warned in a teasing tone of voice, "don't go offering your cupcake to just anyone. You never know who's going to take a bite." With that he pulled her close and pretended to take bites out of her neck while making funny chomping noises in her ear. She squealed and giggled enjoying herself more than she had in a long time.

After tickling and teasing they both stopped to catch their breathes. In his arms staring into his eyes Blair noticed how lovely Chuck looked when he smiled his true smile that usually was only reserved for her. Unable to stop herself she reached her hand up to cup his face. She traced her thumb along his bottom lip. "Blair" he begged. She didn't know if he was begging her to stop or to continue, but she leaned her head in and placed her lips on his. Blair's stomach exploded with butterflies. Never with Nate had she experienced such overwhelming feeling from a single kiss. Chuck pulled back and looked her in her wide dark brown eyes. Almost as if he was trying to read her mind.

"Are you sure?" His voice came out as a raspy whisper. Without hesitation, Blair's only reply was to take his head in both her hands and give him the most passionate kiss she could conjure. Manically they began fighting to get each others clothes off while trying to keep themselves attached at the lips. Blair got Chuck's shirt off while he unbuttoned his pants and kicked off his shoes. In between kisses and unsuccessfully trying to get her dress off he murmured "where the hell did you find this God awful thing?"

Pushing him back towards the bed she breathlessly replied, "Jenny Humphrey gave it to me." He laughed and then let out a moan as she pushed him onto her bed unzipping and removing the dress to reveal a cream lace bra and matching panties. She helped him pull of his pants so all he was left in were his boxer briefs which showed his already large bulge. "Oh Jesus" he exhaled as Blair straddled his hips. He lifted himself up so they were face to face and removed her bra. Moving into a crushing kiss Blair's breasts were pressed against Chuck's hairy chest. She had never gone this far with Nate but she knew his chest was nothing like this. He was hairless and more muscular. However, something about the way Chuck's chest felt against her completely turned her on as she ground herself against him feeling his chest hair rub against her nipples. She looked down at him as he took her breasts in his hands and then began running his tongue around her hard nipples. She had never felt so amazing in her life. Her body was tingling all over.

Her breath was coming out in pants as he flipped them over so he was leaning over her body. He brought his hand down into her already soaked panties. Chuck began stroking her core and Blair writhed beneath him. She honestly didn't know how much more she could take. Then she felt her whole body spasm. Like waves starting in her belly and working their way throughout her limbs. She heard a loud groan and then realized it was coming from her. Her dark curls spread out on the pillow like the wanton woman she now was Blair looked up at Chuck's smirking face. "That was incredible." she sighed. With a smirk he answered "You have no idea what you're in for."

He positioned himself at her entrance. Starring into her eyes like he was reading her soul. "Blair you are so beautiful." He entered her and she cried out at the intrusion. He kissed all over her face trying to give her some comfort. "Are you okay?"

She gave her head a slight nod. Chuck gave her a few minutes to adjust to him and then kissed her lips as he started to slowly thrust himself into her over and over. It was so silent in the room the only thing they could hear were their own breaths and the sound of their bodies coming together. Chuck kissed all over Blair's face repeatedly telling her how beautiful she was and how amazing she felt. Though he had plenty of lovers before her he had never felt such a connection with someone. He bit his lip to keep his eyes from tearing up. Starring down at Blair's face as her brow contoured in pleasure and her eyes rolled back in her head he knew this was the most beautiful thing he'd ever seen.

When they were done Blair laid naked and sweaty in Chuck's arms. He slowly and consistently ran his hand up and down her back, kissing her temple. She pulled herself up on her elbow giving Chuck a concerned look. His heart dropped. The feeling of guilt over what they had just done was overwhelming. Was this it...when she tells him that it was a mistake? That she had been wanting to share this experience with Nate and now she was regretting making love to Chuck.

"Chuck?"

"Yes?"

"I wanna do that again!" She said in a devilishly seductive voice. Wiggling her eyebrows as if to challenge him. With a happy grunt he rolled them over attacking her neck with kisses. She squealed in delight as they continued making love long into the night.