The response for the first chapter was more positive than I had expected, so that was nice =) Thanks to all who reviewed! The feedback was a touch divided on which direction people think the story should take which unfortunately means that some aren't going to like where the story goes… I hope you'll enjoy reading it anyway, even if the plot doesn't go as you think it should =)

With that said… here's the new chapter and I hope it works. It took me a few rewrites to get it into okay shape and I'm still not sure it's entirely… coherent.

Also I tried something new for this chapter with incorporating a song, which I've only done once before I believe. I'm not sure it worked very well but the point was to try and tie some of the lyrics in with what was going on. Preferably without getting too cheesy =)


Chuck absentmindedly buttoned the sleeve of his shirt on his way out of his room, casting a glance at the clock. Almost noon. He wasn't particularly hungry but he was heading out to lunch anyway.

"Hey" Nate said, coming waltzing out of his bedroom with a large yawn.

"Morning sunshine…" Chuck said dryly.

Nate just shrugged at the silent jab on how long he had been sleeping in and ran a hand through the hair on the back of his head.

"At least I got dressed…" he remarked, having often commented on how Chuck could lounge around in his PJs until well into the afternoon. "Where are you going?"

"Out to lunch."

"Better grab a warm coat" Nate said and looked out the windows with a frown. "Looks chilly out there."

It was November, and it really did look chilly outside. The world was grey and dull, the trees having shed their leaves and no snow having fallen on the ground yet to make the city look brighter. A weather which went spectacularly with the type of mood Chuck had been in for the better part of the past eighteen months, but today he was in what could almost pass for a good mood.

"I don't know how you can be bothered going outside for lunch on a day like today" Nate commented. "It looks like it's raining, too."

"I'm meeting someone for lunch."

"I really don't know how you can keep going to meetings with boring business associates" Nate yawned. "We're twenty. Yet you spend half your time acting like you're forty and the other half like you're fifteen."

"It's not a business lunch" Chuck said, grabbing a coat from the hanger. "It's with Blair, actually."

"Wow" Nate said. "I wasn't sure if you still remembered who she was. When have you two even been in the same neighborhood together in 2011?"

"She called and said she wanted to meet up and talk" Chuck said. "You know Blair. Thanksgiving is coming up, then Christmas… She always gets in funny moods around the holidays and is probably looking to mend a few friendships."

"I'm not so surprised about Blair meeting up with you; I'm surprised you agreed to see her" Nate said.

"I have not been avoiding her" Chuck lied. "I merely stopped actively seeking her out. We run in different circles now. She goes to Colombia, I run my business."

"Right…" Nate said, not sure he believed his friend.

He didn't say anything else and Chuck didn't either. Nate didn't seem to care much about Chuck and Blair's friendship or lack thereof at this point and as far as Chuck was concerned there was nothing to say. He was avoiding Blair but he didn't want to admit it and risk Nate pestering him about the reasons why.

He pressed the button calling for the elevator and then both his and Nate's phones went off. Gossip Girl blast. He reached inside his pocket for his phone and felt his mouth go dry and the blood rush from his face when he read the blast.

Gossip Girl was thrilled to have gotten the scoop of the year. News that was so fresh it apparently hadn't even reached Nate's ears yet, and therefore was probably only known by a very selective few. Blair Waldorf was getting married. She and Joseph Corday were engaged after less than a year of dating, in fact after almost the exact amount of time Blair's relationship with Chuck had lasted. There was even picture evidence. Someone had managed to snap a photo of Blair and Joseph inside his apartment, a picture someone had taken from another apartment across the street with a camera which apparently had a very good zoom function. The picture was blurry, but it very clearly showed an ecstatic Blair smiling at Joseph putting an engagement ring on her finger. There was going to be a wedding, and it was going to be the wedding of the decade.

Chuck had thought he'd experienced about every kind of pain there was to feel from that grand emotion which was supposed to bless your life and make it complete. Obviously he had been sorely mistaken. This hurt more than any of the other things before and it completely floored him. He realized he had been in a good mood today because some microscopic part of him had actually thought that maybe Blair would tell him she was done with Joseph and ready to find her way back to Chuck. Even though 99% of his brain had known that was not going to happen there had still been that miniscule hope that maybe she could still be his. Having that hope crushed in such a permanent way made him almost sick to his stomach. She was engaged. She had barely turned twenty-one years old and she hadn't even known the guy for a full year. Yet she was sure he was the guy for her. Sure enough to promise her whole life to him. She had not been ready to do that with Chuck when they had been going out. He had known that and it hadn't bothered him because he had believed they had all the time in the world. If he had proposed to her then she would have told him she wasn't ready. But when the person who was perfect for you came along there was no point in waiting, was there?

Chuck looked up and his eye's met Nate's. Nate had also read the blast, and seemed genuinely shocked. Then his eyes filled with sympathy instead. Even though they rarely, if ever, spoke of Blair anymore Nate clearly knew Chuck still loved her.

Without saying a word Chuck stepped on to the elevator to go meet Blair. The one last grasp he had at not being a through-and-through loser in this scenario was to not let on how deeply it crushed him. Not to Nate and certainly not to Blair.


He almost lost his nerve when he saw her. She was sitting alone at a table, nervously looking around, fidgeting in her seat. Something was making her uneasy but it had been too long since they had last seen each other for him to be able to figure out what it was.

She looked so beautiful it was almost unbearable to look at her. His eyes went to her hands and he saw the absence of an engagement ring on her finger and for a brief moment felt a little better. Still he didn't think he would be able to make it through an entire lunch with her under the current circumstances. What were they supposed to say to each other? Just sit there and catch up? He didn't want to hear about what was going on in her life and he had nothing of interest to report to her. Talk about their old friendship and reminisce about days gone by? Far too dangerous waters to tread. He didn't want to sit there and have an awkward lunch with her, it would only drive the point home that she was lost to him now.

Bracing himself he walked up to her table and slid into the chair opposite her, startling her a bit. He had arranged his face in the most indifferent expression he could muster and made a point out of lifting up his wrist to glance at his clock.

"I got a call from the investors in my new club" he said. "Can you talk fast? I'm meeting them in twenty minutes."

Blair's jaw dropped a little and it took her a few seconds to answer.

"Oh, you… you're opening up a new club?"

"Business as usual" Chuck said casually. "You wanted to talk?"

"Perhaps we can meet up after your meeting?" she suggested carefully. "I feel like I haven't seen you in forever. I haven't seen you in forever."

"We're both busy people" he shrugged, surprised with how unbothered he managed to sound. "We can meet later if you want but if you have something you need to talk about then why not just say it now? I can see you fidgeting so obviously something's on your mind. You need a favor?"

"Not exactly…" Blair said, fidgeting with the napkin in front of her. "I was hoping we could have a conversation though. You know, just… It's been so weird not seeing you or talking to you and not knowing really what's going on with you. I thought we could…"

"Catch up?"

"Yeah."

"If you just wanted to bring yourself up to speed about my escapades you could have done that over the phone. You wanted to see me in person for a reason. Whatever it is you can just tell me. When have I denied you favors in the past?"

"I don't need a favor" Blair said. "It's… Something's happened and I thought you should hear it from me first."

He felt like he had been punched in the gut and didn't quite manage to hide his reaction. So it was true then. He didn't know why she wasn't wearing the ring but obviously the lack of one on her finger did not mean she hadn't accepted one.

Blair saw his reaction and looked down on her hands.

"But obviously you already saw the blast" she concluded.

"You called me out to lunch to tell me you're getting married?" he said, grateful that his voice didn't betray his heartbreak.

"I thought you should hear it from me. It feels like I owe you that… To not let you find out through the grapevine."

"You didn't bother keeping it from Gossip Girl though so forgive me if I feel the gesture falls flat" Chuck said. "Since I already know what you wanted to say I guess that means this meeting is over."

He rose from his chair but she reached out and grabbed a hold of the edge of his sleeve, stopping him.

"Chuck wait."

"Was there anything else?"

"I… I don't want things to change too much. We're still friends, right? These months of barely seeing each other, they've been nothing more than you and I both being busy, haven't they? It's too weird not having you in my life."

"Of course we're still friends" he said, unsure of why he was saying that. Perhaps because it was easier and he just wanted to get the hell away from there. "We've just both been busy. That's all."

She smiled slightly and had a look on her face which didn't make him feel any better. He wondered if she was pitying him. He was the one who had lost. She had fallen in love with someone new, the one she was supposed to be with, while he was the one left standing alone. Blair might be the perfect woman for him but there was an even more perfect man for Blair and she had found him.

"I should go" he said. "I'm going to be late."

She nodded and let him leave. He wasn't sure if that meeting had gone well or badly. He just wanted to escape back to the Empire and lick his wounds.


He couldn't avoid going to the engagement party Serena threw. His absence would be too noted for it go by unnoticed. He also had a feeling Blair wouldn't be able to enjoy it completely if he wasn't there. She would know far too well the reason why and he didn't want her to have to worry about him that night. Better to make an appearance, put his best poker face on and try and live with what was going on. He had to accept it anyway, there was no other choice.

He arrived with Nate, finding that it was a more intimate gathering than he had expected. Serena had arranged it at her mother's penthouse and there were only so many people who could gather there at the same time. There were maybe twenty or thirty guests, many of them familiar faces but others obviously friends and family of the groom-to-be.

Lily came up to them while they were taking off their coats and threw her arms around Chuck with a smile that didn't seem entirely genuine.

"Charles, how lovely you could make it."

"Oh I wouldn't miss it" he answered and returned the hug for a brief second.

She released her grip and their eyes met for a second. She knew this wasn't easy for him but she wasn't going to let that show. That was one thing he liked about her. She understood his pride and helped him guard it.

For the next hour and a half Chuck managed to lay low. He mingled casually with old acquaintances and avoided anybody from the Waldorf-Rose household, the bride and groom especially. Blair must have seen that he was there and that was all he felt like he had to do. He didn't need to speak to her, just show up and let her know that he was okay, even if he wasn't. The less contact they had with each other tonight the better. At least that way they could keep the charade of friendship up.

It was inevitable though. Sooner or later they would make contact, if for no other reason than that the future groom believed firmly in speaking to all of their guests and thanking them for coming to celebrate with them. Chuck saw them approaching and wished he had had a drink in his hand, but as it was he would have to make it work sober.

Joseph looked so happy it was damn near insulting, having his hand wrapped around Blair's waist in a relaxed way which sent the message all too clearly. The two of them were together, belonged together. Chuck also noted that he was tall enough that Blair could wear heels and still rest her cheek against his chest when they danced or embraced. Blair loved that move, but hadn't been able to do it with Chuck since he was too close to her in height.

Blair looked happy too, if a touch uncomfortable. Chuck managed the hint of a smile, signaling to her that it was okay. The pair stopped in front of him and Blair's smiled seemed a fraction more genuine.

"Chuck!" Joseph said. "Blair wasn't sure if you would be able to make it."

"Here I am" Chuck said. "Congratulations. Both of you. You're getting a real gem here, Corday."

"Call me Joe" Joseph smiled and looked at Blair expectantly, probably wondering why she hadn't said a word yet.

"You look good, Chuck" she managed. "Business going well?"

"Same as always."

"The two of you should really talk more often" Joseph said. "Blair's told me how close you guys were growing up. You should be careful not to let friendships like that slip away."

"We can handle our own relationship" Chuck said dryly, not wanting this guy to meddle in his level of interaction with Blair.

"I should go over and help Mother" Joseph said to Blair. "I think she's having trouble finding the restroom."

"Oh" Blair said. "I'll come with you."

"Why not stay here and catch up?" Joseph suggested. "In fact, you could dance."

"What?" Chuck said.

"You could kill two birds with one stone. Take the opportunity to talk now that you finally managed to end up in the same room together, and avoid having people whisper about things being awkward between you. A harmless dance between friends."

Chuck's eyes went from Joseph to Blair, wondering with bewilderment if this was some form of trap or if the guy was just that oblivious. Given his all-around perfection he was probably just that sure of his relationship, that little jealous of what had been between Chuck and his fiancée and that supportive of the two of them having a platonic friendship. Blair looked uncomfortable but shrugged a shoulder as Joseph walked off and reached out her hand.

"What do you say, Bass? He's right, the best way to kill any rumors that there's tension between us is to openly show that we're friends."

"That guy's so perfect it makes me want to punch him in the teeth" Chuck sighed, which made Blair giggle.

"You know he's right. Come on."

Seeing no real way out, and unable to resist holding her in his arms for a moment, he took her hand and let her lead him out to the other couples that were dancing. For a second he thought that this might actually go rather well but then as they moved to stand facing each other Elvis Costello began to sing "She" and Chuck knew this was going to be three minutes of complete torture.

She may be the face I can't forget

The trace of pleasure or regret

May be my treasure

Or the price I have to pay

His arms awkwardly found their way around her body. He didn't know how to hold her. The latest hundred times or so that they had danced they had been romantically involved and dancing had meant his hands around her waist and her hands around his neck. That was a touch too intimate for an occasion like this. His one hand found the small of her back and the other took her hand in his in what felt like far too formal a move. Her free hand ended up on his shoulder blade and she looked down on the floor for a moment, clearly finding this every bit as awkward as he did.

"Just relax" he told her, and himself as well. "We've done this before."

"It's awkward" she said.

"Just a dance between friends."

That was a lie though, and he actually felt that she knew it too. She looked up into his eyes and looked at him in a way one definitely didn't look at a friend. There was still a strong spark there and together with all their history it made it impossible for this not to mean anything.

She may be the beauty or the beast

May be the famine or the feast

May turn each day into a heaven or a hell

Her eyes left his. The moment was just all the more awkward for the fact that the song they were dancing to was about a man's love for a woman. Had it been a less gender specific love song it wouldn't have felt so unavoidable but they both knew whose heart had been broken. The words of the song were in many ways true of how he saw her, how he felt about her, and she knew it very well. He loved her. And he had to watch from the sidelines as she gave her life to another man. On her end she had to bear the burden of knowing that while she was happy and building a life for herself the world was falling apart for one of the people she cared about the most because of it. It tainted the perfection of her relationship and right now, in his arms, it gave her a feeling she couldn't put her finger to. They couldn't escape it either. Dancing was awkward but ending the dance before the song was finished would be even more so.

"Does he treat you well?" Chuck asked in a whisper. It was a needless question which he already knew the answer to but it felt like he should say something.

"Yes" she whispered back.

He nodded. Her face was right next to his, close enough that their cheeks brushed against each other, and allowing them to avoid eye-contact. He tried to relax and enjoy this moment while it lasted. This was probably the last time she would ever be in his arms and if he tried to he could perhaps pretend that for this brief dance she was still his. He couldn't give up on the feeling that she should be his, but this was her engagement party and the only part he had to play was that of supportive friend. He couldn't ruin this night for her.

She who always seems so happy in a crowd

Whose eyes can be so private and so proud

No one's allowed to see them

When they cry

He knew her so well. Better than Joseph Corday ever could, no matter how perfect he otherwise was. This fact only made it all that much more bitter. It was the one department in which Chuck would always be the most perfect. He had grown up with her just like Nate and Serena, but unlike them he had seen right into her core all along. It was something that didn't just come from being in love or being in a relationship with someone. It came from having seen them clearly from early childhood and learned every change in mood, every dream and goal, everything there was to know about them and being there when they were molded into the person they became in adulthood. Nobody could ever know her as well as he did. And he knew her well enough to know that right now she too felt sorry for what they had lost. She had wanted it to be him before, had dreamt of a future with him. When they were in each other's arms that couldn't be ignored or forgotten about. In a way that felt good, even if it did take something away from her engagement party. Maybe it was the last thing she would ever be able to give him that would come close to what he actually needed from her.

She may be the love that cannot hope to last

May come to me from shadows of the past

That I'll remember

Till the day I die

That was exactly what she had been. The love that could not hope to last. What he had had with her was far better than anything he had ever expected out of life and better than anything he thought he deserved. Something that good could last for other people but not for him. She had gotten a second chance but he didn't think he would ever find what she had found now. He would probably find someone else, marry her and perhaps have a few children. But he would never love that woman like he loved Blair. It was his share in life and he had to accept it. There was nothing else to do. Even if he never saw Blair again after tonight she would always be on his mind. He should be grateful he had gotten even a few months with her. She was too good for him, a fact he had proven beyond any doubt. Letting her go, allowing her to be happy, was perhaps the best thing he could to to thank her for the gift she had given him. He just wished he could have loved someone less perfect, someone damaged enough and bad enough that he was worthy of her.

"I miss you" Blair whispered.

"Don't" Chuck replied.

She didn't seem to know how to respond so she stayed silent. He didn't want to hear anything from her. This was not going to be any easier if she elaborated. Either she meant she missed him just as a friend, which would be hurtful and a bit insulting. Or she meant she missed him in a more profound way, but even if that were the case it wouldn't make a difference.

He knew he had been avoiding the inevitable and now was as good a time as any to face it. He waited impatiently for Costello to get to the end of the song so that he could hope to find a moment alone with Blair. He just needed a few minutes but he needed them soon, before he lost his nerve.

"Come" he whispered and kept her hand in his as he headed for the balcony.

She didn't protest and they managed to sneak out undetected and have a brief moment of privacy. It was a cold December night and he thought about offering her his jacket but they wouldn't be staying out here long.

"You need to talk?" she said.

He nodded. Most of all he needed her to listen.

"Me first" she said. "I really appreciate you coming tonight. I know it can't be easy. I mean, it was just a year ago that we…"

She trailed off and looked out on the city below. He waited for her to say something else but when she didn't he ceased the opportunity while he still had the courage.

"Of course I came" he said. "I had to. Even though it is difficult."

"You've been very respectful of my relationship with Joe" Blair said without looking at him. "I wasn't sure how you would react… You've been no problem at all."

She looked at him and he nodded.

"This is difficult" he acknowledged. "But it's manageable."

"Really?" she asked, sounding hopeful.

"I want you to be happy" he said, knowing that she felt the sincerity behind each word. "But more than that I wanted to be the one to make you happy."

Blair nodded and looked down for a second, needing a break from his gaze. She knew exactly what he meant. What he was saying to her now was a huge admission for him. Ever since that night in the limo, and perhaps even before that on a platonic plane, he had wanted her to be happy. The problem had been that he hadn't been able to let go of his desire to be the person she was happy with. That had come before anything else, bordering on "if I can't make you happy then no one shall". The fact that he was now saying these words to her, genuinely meaning them, told her that he had moved past that and could now see past his own feelings and allow her to have her happiness with someone else.

"I've always said I didn't want to wake up one day, look back and regret the things I missed out on" he continued when she looked back up. "As it turns out… it's a lot worse looking back knowing that you had the only thing that mattered and you threw it away."

"Chuck…"

"We both know that's what happened. No matter what I've said since that night with Jack at the Empire… I threw it away. It wasn't fate, it wasn't both of us, it was me. I known owning up to it now doesn't make that much of a difference but I thought… I thought you deserved to hear me acknowledging it at some point and now is as good as any. I don't mean to talk about us at your engagement party, I don't want to dampen the mood for you or anything. But I have to tell you these things now."

"Speak now or forever hold your peace?" Blair said, tilting her head, trying to sound cute even though she know it wasn't funny.

"We won't be seeing each other much more after this."

She swallowed hard, feeling the words hurt even though it didn't really mean much of a change from their current situation. They had slipped away from each other ever since Joseph came along so whether or not she saw him often from now on didn't really change much. Yet hearing him say it made her sad.

"I know we don't see each other much as it is" he said, almost reading her mind. "Once you start planning your wedding for real… once you're married… I don't think I would do so well with that, I'm afraid. I know I could never stomach seeing you pregnant by someone else, raising children that aren't mine. It's better for both of us if I keep out of your life and you stay out of mine. It's sad that a lifetime of friendship should end that way but there it is."

"Chuck" she said softly, almost pleadingly. "We're still friends. We'll always be friends. I don't expect you to be excited for me or come to the wedding, but you belong in my life."

"Letting you go and getting over you is the most difficult and bitter thing I have ever done" Chuck said. "I don't know why I just used the past tense. I'm still not done with that and I don't know when I will be. I really mean it when I say I want you to be happy, I do Blair. It's just too difficult to watch, and I think it would take away from your happiness to know that I'm watching and hurting. It's time for us to go our separate ways, once and for all."

"We're friends" Blair said again. "It will get easier. I promise."

"No it won't. I will be miserable if I have to be a witness to someone else getting the only thing I've ever really wanted and you, you wouldn't be able to enjoy the happiness you so deserve. I will be fine Blair. So long as I get to withdraw and create my own life without you in it. It's sad that it comes to that but it was the chance we took when we first started becoming more than friends. Once you cross the line from friends to lovers there's no guarantees you'll be able to go back. We can't, and I'm sorry for that."

"We can" Blair insisted. "We can't not be friends."

"You will find it's easier than you think" he said with a sad smile. "I don't want you to have to worry about me. I don't think you should even be thinking about me, except for when you look back at old photos or talk about the good old days when you were still in school. People have relationships and when they end they move on with their lives. That's what we're doing. We've already started. It's better for us both if you can build your marriage without me being anywhere in the picture."

"You would like Joe" Blair said. "He doesn't mind us seeing each other."

"You were lucky. You found a great guy. I love you enough to let you be happy with him." He smiled joylessly. "You really look lovely tonight Blair. You've been looking even lovelier than usual ever since you started dating him. I can see the good he does in you."

"I hope you will change your mind" Blair said in a trembling whisper.

"You know me. Once I've made up my mind about something…"

She nodded. Then she leaned in and kissed his cheek.

"Thanks for coming" she said, not knowing what else to say.

"For you? Anything."

She smiled shakily and hurried back inside to warm up. He closed his eyes hard for a second and tilted his head back. He couldn't believe he had just done that but he knew it had been necessary. He knew he couldn't stand on the sidelines and watch. He had never thought they would be out of each other's lives but that was the way it was going to have to be. She deserved perfection and for her to have that he couldn't be involved. And he couldn't be in her life without being involved. He was too drawn to her.

He sighed heavily, braced himself and walked back inside. He would have a large, strong drink and then head back home. There was nothing more for him to do at this party. All he wanted to do now was drink away his misery, alone.

He hadn't taken more than three steps inside before someone put a hand on his arm. He turned and saw Dorota, looking better than ever, smiling happily at him. He returned the smile. He had always liked Dorota. She was the only one who had always been completely loyal to Blair. Himself included.

"Long time no see" he said.

"Hello Mister Chuck."

"Hello to you too. You managed to find a baby-sitter for Ana, I see?"

"I saw you dance with Miss Blair" Dorota said.

Chuck managed to keep the smile on his face but he really didn't want to talk more about Blair tonight. Of course that was impossible. This was Dorota, and they were at Blair's engagement party. What else were they supposed to talk about? Vodka?

"We miss seeing you" she continued.

"Blair's building a life for herself. I'm happy for her. He seems like a great guy."

"Mister Joe is… perfect" Dorota nodded, and Chuck tried not to cringe at her choice of adjective. A mischievous smile came over Dorota's face. "But he's not as much fun as Chuck Bass."

Chuck couldn't help but laugh a little.

"Yeah I bet the drama has dialed down."

"You were always good for Miss Blair" Dorota said. "I would have been happy if it had been you. Mister Joe good also… but for long time I rooted for you."

"Thank you Dorota" Chuck said, feeling oddly touched. Still, he had noted her choice of tense. Rooted, not rooting. "But the princess found her prince charming. Let's be happy that she got her fairytale ending and make sure she gets a happily ever after."

Dorota smiled again and Chuck nodded to her before continuing to the bar. He needed a drink more than ever.

He made his way to the bar and poured himself a ridiculously large scotch. He grabbed his phone and pretended to get a call, walking off to his old room giving the appearance that he wanted to take the call someplace more quiet. Once he was in his room he took several large gulps of alcohol, set the glass down on the nightstand and fell back on the bed with a groan. He couldn't leave just yet. If he did there would be talk and he couldn't handle talk. He couldn't handle everyone knowing how badly he was hurting. He was sure people were smirking behind his back. Chuck Bass, the great womanizer, desperately in love with a woman he can't have. Hilarious. So long as you weren't Chuck Bass.

He had been continuously depressed for so long now that he had gotten used to it. It was just the way it was to be alive these days. He knew he was beginning to isolate himself from friends and family but it was just easier not having to put up with their questions and odd looks. He hated people being able to tell he was feeling like crap. Even more he hated people pitying him and he was fairly convinced that was what they all did. These past six months he had preferred not seeing the people who knew him well, surrounding himself with random women and business associates instead, or preferably being alone. Hitting brand new levels of emotional pain only made him want to isolate himself more. None of them could understand what he was going through anyway but their attempts at being understanding drove him crazy.

After a while he sat up and emptied his drink, figuring he might need it before walking back out. He had been there long enough. He had made an appearance, he had congratulated the happy couple, he had even spoken to Blair in private. He was out of her life now, for good. All that was left was to physically leave her presence and he intended on doing just that.

He got up and walked back out to the party, stopping to pour himself another drink on the way to the elevator.

"I didn't think you would come" Serena's voice said right next to him.

"If I hear one more person tell me that I'm going to start wishing I hadn't" he growled, glaring at her.

"You okay?"

"Why wouldn't I be?"

"Oh I don't know, Blair's engagement party?"

"Blair and I broke up a year and a half ago. I told her congratulations and that I am happy for her and I meant it."

"I'm sure she appreciated that" Serena said, looking concerned. "And I'm glad to hear it too. I really am."

"Right" he said dryly, thoroughly tired of everyone thinking the worst of him. "You thought I would do something to ruin her engagement or her wedding. I do know a guy who sells rats by the sack, I could release a bunch in the church right as she walks down the aisle. I don't think that's going to make her less inclined to get married though."

"I've rarely seen you these past couple of months" Serena said. "I assumed you were having a bit of a hard time with Blair finding a serious relationship."

He eyed her, surprised. He hadn't thought she knew him that well.

"How did you make that guess?"

"Blair and I were talking about how none of us seem to see you anymore and she said you were probably withdrawing because you weren't feeling too good. Since I feel like I have no idea what you're up to these days, this was the only thing I could think of."

Chuck sniggered. Blair was now acting the expert on the moods and behaviors of Chuck Bass? That annoyed him. Serena was completely oblivious to that though. She apparently had nothing better to do than to play the role of worried stepsister. Or perhaps Blair had sent her over to make sure Chuck was okay.

"Too bad you can't think farther than you can throw a piano" he said. "I've had a lot of work to do and that's what been keeping me busy. Like I said I'm happy for Blair."

"Yeah, so happy you're practically floating" Serena said, not buying a word of it.

"As much fun as it is being subjected to your attempts at taking an interest, I'm out of here" he said, downing his drink.

"Another business meeting?" Serena asked dryly.

"Honestly… I think I'm just going to go home and put myself out of my misery. Excuse me, sis. I should say goodbye to Lily before I leave."

He walked off. Serena frowned and crossed her arms over her chest. She wasn't foolish even though she knew neither Chuck nor Blair had a very high opinion of her intelligence. Chuck's façade was cracking and that usually didn't happen unless he'd reached the point where he just didn't care anymore. Serena only recalled one such time before, and that was after Bart had died. She hadn't thought much about it until now, but if Blair was right and he was withdrawing because he was depressed then he might be feeling a lot worse than she had suspected.

She poured herself a drink and pondered it while she sipped down the alcohol. Then she remembered what he had just said and suddenly felt very worried. He said he was going to go home and put himself out of his misery. After saying goodbye to Lily first. Serena had heard rumors that Chuck had tried to kill himself at Victrola after Bart's death but she didn't know for sure. Blair had never said anything about what had happened that night. If he had been thinking about putting an end to his misery that time it may not be too inconceivable that he might actually try to do it again.

Filled with worry she hurried over to her mother who was mid-conversation with Joseph's uncle.

"Mom!"

"Oh hi Serena" Lily said. "I was just talking to Devon here about economics. You know, his professor from Dartmouth is coming over to Columbia this next semester. Maybe you should think about taking his class."

"Mom where's Chuck?" Serena asked, even more uninterested in academics than usual. "Did he leave?"

"Yes, about fifteen minutes ago."

"Did he seem weird? Upset?"

Lily gave her a look like she thought Serena was a complete idiot.

"I don't think I need to clue you in on what his current state of mind is" she said.

"I have to go" Serena said and hurried to get her coat.

She ran into Nate who was coming down the stairs and he laughed a little as he grabbed a hold of her.

"Slow down" he said.

"Nate have you seen Chuck in the past fifteen minutes?" Serena asked. "Did he leave? Did you see him leave?"

"Why? Why are you looking for Chuck?"

"This night is not exactly easy for him and he said some things that made me worry" Serena said. "Nate I think he might do something."

"Yeah" Nate scoffed. "Drink copious amounts of alcohol. That's what he does."

"No I mean something worse. A lot worse. He's been acting weird for a long time now and the things he said makes me think he should not be alone."

"Relax" Nate said with a shrug. "You know Chuck. Wherever he's gone off to he's not planning on spending the night alone. Have another drink and then maybe we can dance?"

"You're a real rock to lean on in a pinch" Serena snarled. "You go get another drink. I'm going to find him before anything bad happens."

"Serena" Nate said seriously. "There's no need to worry. I know he's not taking this as well as he wants us to believe but come on. He's not going to do anything crazy. At least not anything crazy by his standards."

"I'd rather make sure" Serena said and hurried to get her coat.

"He's not going to be happy to see you" Nate noted. "Have fun being chewed out for walking in on him in a compromising position."

"I'll take my chances."

It seemed to take forever before she found her coat, and then even longer before she could get herself into a cab. She drummed her foot impatiently the whole ride over to the Empire, wondering what state she would find Chuck in and if he would even be there like he had said. She ran through the lobby to get to the elevator but once she was on her way up she started wishing the elevator would slow down just a little. She wanted to stop Chuck from doing something bad to himself but she was also petrified of arriving to find out he already had done something. What was she going to do then? What would she tell her mother? And how would she be able to tell Blair? Blair who didn't speak much about Chuck these days, but who clearly cared very much about him still.

The elevator finally reached the penthouse and the doors opened. Serena took a deep breath and hurried inside, trying to remember where the light switch was since the room was pitch black.

"Chuck?" she called out. "Chuck? Where are you?"

Even more nervous now than before she ignored the lack of light and ran into Chuck's bedroom, finding it empty. She hurried back out to the living room and began to search, finding only a mess by the bar and Chuck's jacket thrown over the pool table. At least that meant he had been here, but where was he now? The roof? Should she call security and have them go up there? That would embarrass him to no end when he woke up and sobered up, but rather that than letting him jump.

She searched around for the landline phone but couldn't find it anywhere. She walked back into Chuck's bedroom and saw it sitting on the nightstand. Nearly tripping over a half-empty bottle of cognac she made her way over and picked the phone up. Then she heard a toilet flush and quickly sat the phone back down, hurrying in to the bathroom. It was pitch dark just like the rest of the place so she turned on the lights.

Chuck groaned and tried to cover his eyes with his arm. He was slumped on the floor by the toilet, looking like hell. But at least he looked alive.

"Chuck?"

"Serena?" he managed to mumble.

"Chuck. Are you okay?"

She hurried over and kneeled next to him, wondering if she should check his pulse or something but realizing she had no idea what his pulse was supposed to be at anyway.

"Dim the lights, sis" Chuck complained.

"No, you need lights" Serena said, pulling his arm away from his face. "Look at me. Are you okay?"

"Peachy…" Chuck mumbled. "Except I grabbed the wrong bottle and drank like a gallon of cognac. That's just vile."

"You're really plastered" Serena noted, moving the bangs away from his face.

"You always had a knack for stating the obvious…"

He had gone back home to drink himself into oblivion, feeling no desire to deal with anything at all tonight. Copious amounts of alcohol would make him forget for a few hours and the murderous hangover that would follow would give him something else to focus on for a few hours. He'd rather take physical discomfort than emotional. The last thing he wanted was company, especially by one of the people he was drawing himself away from.

"Do me a favor sis…"

"What?"

"Take the rest of the cognac with you when you leave. And in case you weren't sure, yes, that was a hint."

"I'm not leaving. This isn't like you. When do you ever get this drunk?"

"Well there's right now…" Chuck slurred and frowned as he tried counting on his fingers. "About twenty times or so after dear old Dad kicked the bucket… A couple of times during high school…"

Serena wrinkled her forehead when she saw him lifting up another bottle which had been sitting beside the toilet. Chuck drank more than most people she knew, but he didn't drink all that much at a time. A glass of scotch here, a martini there. When he chose to get drunk he usually stopped at a fairly reasonable level, which he had once informed her was because there was no point in drinking past the point where the anatomy refused to function properly. Clearly he had made an exception tonight because there wouldn't be enough Viagra in the world to make him rise to the occasion in present condition. There had only been a few exceptions to his drinking policy and most of them had been when they were still so new at the drinking thing that they hadn't yet learned what their limits were. The fact that he was now drunk off his ass made her worry.

"No, no more alcohol" she said and yanked the bottle away from him.

"I puked up the cognac, something needs to replace it" Chuck disagreed and tried to reach the bottle.

"Yeah, a few gallons of water and some common sense" Serena said and stood up, tossing the bottle into the bathtub.

"Fabulous!" Chuck exclaimed and squirmed around so he ended up on all fours, crawling over to the tub. "We can just pour all the booze into the tub and take the best bath ever."

"We tried that back in freshman year, remember?" Serena said tiredly. "In fact that's how our parents first really got to know each other. They both had to come to the emergency room when we were having our stomachs pumped."

"Damn, I should have mentioned that in my toast at their wedding…"

Serena sighed, not too fond of the memory. She grabbed Chuck by the arm and tried pulling him back up on his feet even though she knew it was futile. He was heavy and she was not too athletic.

"Chuck please" she said. "You're not yourself. You will feel so much better if you get into bed and sleep it off. No more alcohol tonight."

"See that is where you're wrong" he said, wobbly turning around to wave a finger at her. "Feeling better is just not on the map anymore."

"I knew you were broken up about this Blair thing but I didn't know you were upset enough to want to drink yourself to death" Serena said. "Please. Get up on your feet."

"I'll stand up… if you go and get me something new to drink. Something alcoholic."

"I'm cutting you off. Chuck seriously, you're starting to scare me. I know things feel bleak right now but it's not as bad as you think. You'll bounce back. You're Chuck Bass, that's what you do, right?"

He eyed her curiously and through his drunken haze seemed to catch on to something. He sniggered, gave a little laugh and then looked sour.

"That's why you rushed over here? You thought I was going to do what, empty my bottle of sleeping pills?"

"Would you?" she asked, dead serious. That was the thing about Chuck, no matter how drunk he could still answer serious questions.

"I'm not a quitter" he told her, glaring at her from his spot on the floor. "The great Chuck Bass does not snuff out his own light over some damn woman. I'm just drunk and you're ruining my buzz."

Feeling at least a little relieved Serena grabbed a hold of him again and managed to get him up on his feet. He was so drunk he could barely stand and immediately went for the sink to throw up. She reached over and moved the sweaty bangs away from his face. God knows she had been on the opposite end of this predicament before, having her hair held back by Chuck and being herded into bed by him when she had had too much to drink. Hell, back in freshman year that had been known as Friday night.

"Want some water?" she asked him.

"What I want is to be left the hell alone" he slurred.

"Too bad."

She grabbed a hold of him again and ushered him back towards the bedroom. She wrapped her arm around him to steady him and his arm wrapped around her waist in return. It was frightening to be in this position with him, the one who hated losing control. But he had done it for her enough times that she owed him, even without siblinghood.

"Seriously, leave" Chuck growled while she steered him towards his bed.

"I'm not going anywhere. Not until Nate gets home and can take over."

He laughed bitterly.

"Geez Serena, you really think I would try and kill myself, don't you? I always knew you were an idiot."

She ignored the comment and parked him by the bed where he stood swaying while she removed the bedspread and pulled the comforter aside. She turned around, grabbed him by the shirt and made him sit down on the bed.

"I'm not suicidal" he slurred. "Bitter, yes. Depressed… kind of. But I'm also Chuck Bass and I don't throw my life away over someone who thought the better of dating me."

He let himself fall back on the bed and Serena groaned, having hoped to be able to get his shirt off first. She kneeled by the bed and got to work on his shoes and he let her.

"So it's just a coincidence that you start talking about putting yourself out of your misery on the night of Blair's engagement party?" she asked dryly.

"I told you, I'm happy for her" Chuck snarled.

"No, you were happy with her. Now you're just a drunk who avoids the people who care about him at all cost."

"Coincidence…" Chuck said. Then he sat up as if he had just had a brilliant idea. "Hey Serena?"

"What?"

"We need sherry."

"Cherries?" Serena repeated.

"No, no, no. Sherry. To drink. It's like… super stuffy and sickeningly sweet. The perfect thing to go decadent on upon this glorious evening."

"Chuck…" Serena said and pulled his socks off.

"Fine" Chuck sighed. "I miss her and I still love her. No big deal. I'm not going to go jump off a building."

"I hope not. Blair wouldn't be able to take it."

He laughed joylessly.

"She's happy now S. What else is there to say?"

He fell back again while Serena worked on his belt, his suspenders and his buttons. She had to really struggle to get his pants off since he wasn't complying in the slightest. He wondered why she was still even there but figured it was Blair who had sent her. Sent someone to spy on him and see where his mind was at. Maybe she was upset that he hadn't shown more jealousy and wanted proof that he was jealous. Murderously, brutally, inescapably jealous.

"I'm not upset that she's getting married" he said to Serena, refusing to give anything to the enemy.

"Yeah, tell me the one about Goldilocks and the three bears while you're at it" Serena snorted. "Chuck at least lift your ass off the bed so I can get these off."

"I'm just pissed off that everyone keeps expecting me to be crying into my pillow" he slurred. "That's what's annoying me."

Serena finally managed to pull his pants off, nearly losing her balance in the process. She ignored his drunken slurs and thanked the heavens that his boxers hadn't come off along with the pants.

"I'm just…" Chuck said. "Just… moving on with my life. One day at a time."

He sighed and tried to put Blair from his mind for at least a full hour. He had to take it one day at a time. That was all he could muster. The thought of a lifetime without her made life seem so unbearably long.

He was barely aware of anything anymore when Serena pulled him up sitting and rid him off his shirt. She got him to lie down with his head on the pillow and his feet at the right end of the bed and pulled the comforter around him. She left the room to find something for him to puke in and returned with a flower pot, the contents of which she had emptied into the kitchen sink, and placed it by the bed. Then she got up on the bed next to him and eyed him silently, wondering how much he had really had to drink. He had seemed lucid moments ago but now he was passed out. He needed to find some other way of dealing with his grief other than alcohol and pulling away from the people who cared about him.

Out of nowhere he suddenly came to again and rolled over on his back.

"Blair?" he mumbled.

"Serena."

"Oh… right…"

He fell silent and after a few minutes she was beginning to wonder if he was even still awake. Then he looked up at her.

"It just… sucks, you know?" he mumbled. "She's the only one for me but I was never the right one for her. She makes me good, brings out the best in me… I turn her into someone willing to sell themselves for a hotel and then forgive the person who made them do it. She's better than that."

He seemed surprisingly lucid given his alcohol level. Serena got a strange feeling that the things he were saying now were things he didn't actually want anyone to hear. He had never truly opened his heart to her and allowed her in and the fact that he now was, even though he was so drunk, made her feel special. Like she was being given something he didn't give most people. She knew he had opened up to Blair quite often, without the aid of alcohol, and wondered if that was part of the allure. He made Blair feel special since she got to see that side of him and hear what was really going on inside that mind.

Chuck sighed heavily. Serena said nothing, afraid that if she did he might clam up again. Clearly he needed to talk about this with someone and she was as good a choice as any. Even if he deeply regretted this conversation tomorrow at least he would know she'd keep his secrets.

"She can't live with me… I can't live without her…" he said. "I guess someone always have to be the forfeited party and it turned out to be me. I want to hate that guy she's with but I can't. I hate myself for not being what she needs. He's just the guy who came along and made all her dreams come true. In a way I actually like him. I really do want happiness for her." He made a face. "But damn it… I should have done something. Made a gesture, anything, something that would have made her be able to come back to me. I should have done something to fix it. And I didn't. How do you fix the unforgivable?" He fell quiet again for more than a minute. "You fix it by letting the person you love be happy. Even if it means removing yourself from the equation."

"You'll find someone too" Serena said when he fell quiet.

He laughed bitterly.

"No thank you. I'm done with that. I'll do better on my own."

"You're not alone" Serena objected. "Let us help you. You've got people who care about you in your life."

"I learned a long time ago that those people come to me when they have problems or get stuck in tricky situations but they never think to return the favor" he stated matter-of-factly. "The only one who ever stood up for me is Blair…"

He rolled over and threw up in the flower pot. Then he went back to sleep, lying halfway off the bed. Serena grabbed him and pulled him back to where he was supposed to lay and then she grabbed a blanket and pulled it over herself. She was going to stay the night and make sure he didn't die from alcohol poisoning. It might do him good to wake up and find that she was still there. Perhaps he was right and he came through for her a lot more often than she did for him but it wasn't so easy to come through for someone who never wanted you to know he was in pain to begin with.

He might not even think she was staying with him tonight for him, but rather as a favor to Blair. And in a way she was. She knew how much it had taken out of him to show up and let Blair know it was okay for her to be excited and to move on with her life without having to think about what he was feeling. Blair wanted him to be okay and Serena could do her best to make sure of that for her. Or at least make sure he was as okay as possible given the circumstances.

She curled up on her side next to him and wondered if Blair really knew how much he still cared about her.


I know there's not a lot of Blair in this chapter either and we don't get to find out much about what she's thinking and feeling but that's all intentional. It's been mainly Chuck's POV thus far and I don't think we should know much more about her state of mind than he does.

The song "She" was used without permission. I believe it was written/produced by Charles Aznavour and Herbert Kretzmer.

Thanks for reading, and reviews are always appreciated =)