AN: Thank you, thank you, thank you to everyone who commented, favourited, and/or alerted this story. I promise some CB interaction and a bit of Chuck's POV in the next chapter.

I forget at what point Carter reappears in GG-but in my story he has been away from the UES since he left Blair (in season 2).


An almost unnatural hush fell over the plane as the passengers dropped off to sleep one by one. The wailing baby and her harried mother; the businessman with the humming laptop and a perpetual frown on his face; the young teens gabbing away behind magazines; all were sleeping in the comfort of their first class cabin. Blair allowed herself to relax slightly, still gripping onto a sleeping Carter's hand. He had smirked when she grabbed it, but she merely told him that if someone snapped a picture of them holding hands, it would only aid their charade.

Truth be told, Blair was just slightly afraid of flying. She hated the wide openness of the sky, free of confines of yellow lines and cement blocks. How did these pilots know what direction they were heading in anyways? There was too much freedom here in the sky. She felt utterly out of control once airborne and flying commercial only made it worse. But their last-minute notice left them no option but to fly in a cabin with other people and dry air that was making Blair's hair frizzy.

And holding onto Carter's hand for dear life, while he smirked lazily and drew circles on her wrist, well, it helped. But it did nothing to appease the squirming feeling in her stomach. If anything, it made it worse. A tiny, minuscule part of her brain told her that it had something to do with the light headed, dizzy, room-spinning out of control feeling she felt when he had kissed her. It was nothing like she had experienced before.

When Chuck kissed her, it was passion, need and lust all wrapped lovingly in a violently heated kiss. With Nate, it was all comfort and stability with a slight edge of what could only be described as puppy dog love. But with Carter, the room spun before her eyes and she could barely breathe as she clung to him tightly.

A sigh escapes her lips as she thinks about the brunette boy back home, wondering if he's enjoying being alone with only his hotel to keep him company. She lets a small part of herself yearn for him, the same part that forgives him because she'd told him that she would stand by him through anything. All because she, unexplainably, inexplicably, loved him.

Blair wonders if Chuck understands love, and all that it entails; the fights, the tears, the smiles, and the promise that you would never betray the other. She loved him that much that she went to Jack, and although Chuck had never physically pushed her to Jack, had never directly asked, it was him who had thrown her into Jack's greedy arms.

Both Chuck and Blair knew that she would do anything for him, including saving his hotel-the brick and mortar incarnation of everything he had worked for; a reformed reputation, his father's approval, and success-by going to Jack.

He had banked on the fact that she loved him enough, was desperate enough to save his hotel. Chuck knew that if Blair had refused, she would never be able to come to terms with her choice. He knew if Blair had the chance to save his hotel, she would take it because she was that desperate to save his hotel in order to save him.

He had gambled with her heart; the one thing she had entrusted him to take care of.

And he had won.

(But she had lost)

When Blair finally fell asleep, her head lying ever-so-innocently on his shoulder, her vise-like grip loosening, Carter cracked an eye open, letting his gaze wander over the girl next to him.

She was so tiny, so perfect, yet with an air about her that rendered her nearly unbreakable. Nearly, because Carter was pretty sure Chuck had shattered this perfect little thing, and his heart constricted slightly as an alien emotion swept over him, invading his mind and caressing his heart. His heart felt like an effervescent cloud of champagne, bobbing happily along a fluffy cloud, while his mind twisted and turned at a neck-breaking speed, thoroughly confusing him.

He chose to ignore the odd twinge in his stomach as he shifts slightly, letting go of her hand in order to draw her closer. Blair sighs softly, burrowing her head into his chest.

What's gotten into him?

"What's on your mind, Beautiful?"

"Nothing, I'm just glad to be home" Blair replies, eyes glued to the scenery passing outside. She truly was glad to be home, Blair loved no place like she loved New York. It was her kingdom.

Blair turned to face Carter, frowning as she noticed his eyes on her.

"Let's get our story straight"

"I've already got it down Blair, just like the last four times you've asked me."

"It's only been two!"

"Since we got into the car. And twice before that as we picked up our luggage, and before that-"

Blair holds up her hand, effectively cutting him off.

"Okay, but one last time."

Carter rolls his eyes, but acquiesces.

"I saved you from some guy who was getting too close while you were drunk, and carried you up to your suite and took care of you. Fuck Blair, this doesn't even sound like me" But with a quelling glance from Blair he continues, "We went out for dinner the next night, and the next, and you decided to come home in order to keep up with your perfect grades. You left me at the hotel, but I chased after you. Happy?" He grumbled. The story was so Prince fucking Charming that it didn't even sound remotely like him. If anyone believed them, it would be a miracle.

"Perfect." Blair says her façade already on as she smiles calculatingly, glancing up at the approaching hotel.

"Ready?" he asks as they pull up in front of the hotel.

Blair only smiles, accepting his proffered hand and smoothing out the purple silk of her dress before straightening his matching bowtie. He rolls his eyes.

"What?" she asks, eyes innocent "My boyfriend can't look anything other than perfect"

He rolls his eyes again, but his arm slinks itself comfortably around her waist as they walk through the doors and into the brightly lit ballroom, a hundred pairs of eyes gracing upon the new arrivals.

"Oh, and Baizen?"

He lifts an eyebrow at her as the gasps fill his ears.

"You better make this kiss believable" she says with a coy smile, before he smirks at her, tipping his head forward and capturing her lips in his.

When they break apart, Carter can feel Chuck Bass' eyes burning into his back, and he catches the imperceptible wink Blair sent Chuck as he turns to grab champagne from a passing waiter.

"Perfect" he breathes into her ear, and she smirks back at him, tipping her glass forward in victory.

Two weeks later

"Another Gossip Girl blast about the new King and Queen of the Upper East Side," Carter drawled idly as he watched Blair change her dress for the fourth time. Not that he minded, of course. It offered him a lovely view of her breasts cupped in pink and black lace and her rather perfect ass, even if he did have to crane his neck and glance into the mirror.

"Looks like our plan is falling into place," she smirked, making her way over to her boyfriend. "How's this one?" Blair twirled, her ice blue dress swishing slightly around her knees.

"Great. Like the last four. Now can we please go?" Carter's petulant voice made Blair smile; before she had to remember that he wasn't actually a real boyfriend. She couldn't get attached.

The last two weeks had been nothing short of perfect. Carter played the part of adoring boyfriend better than Chuck had when they were truly dating. Blair had not seen him since he stormed out of luncheon, his steps swift and meaningful as he meandered around the glowing couple.

But Carter and Blair had made sure that they were seen everywhere. Feeding ducks at Central Park, him walking her to class in NYU, kissing her outside her building, holding hands as they browsed Tiffany's, and Blair had covertly slipped a Barney's salesgirl a few bills after the all-too-willing blonde had alerted Gossip Girl of their supposed foray into the dressing rooms together.

They were glowing, happy, in love, and perfect on the outside. But the façade cracked soon after they left the prying eyes of the outside world. Blair's bright smile would vanish when she read about the revolving door of women parading in and out of the Empire. Carter never knew what to do with her when they were in private, usually leaving her with a chaste kiss that left him wanting more.

Her earrings glinting brightly on her ears, her perfectly calculated smile in place, Blair accepted Carter's hand and they stepped into the elevator.

"Where to this time, Beautiful?"

"I thought I told you to stop calling me that when we're alone" she replied, eyeing him scornfully "And you're the one who asked me to lunch today. Shouldn't you have figured out where to go?"

"Of course. I was merely asking if you'd prefer Italian or Greek. I've made reservations at your favourites."

"Italian." Her words are carefully measured, and Carter knows he's gotten under her skin.

He smiles.

Over lunch, Carter realizes something.

He chokes on a piece of salmon as Blair frowns slightly, rubbing circles on his back as she played the part of concerned girlfriend..

"I'm fine" he muttered, downing the rest of his scotch as he pushed back his seat and made his way to the bathroom.

Gripping the sink, he stares into his own eyes and finds something-a piece of himself that he forgot about long ago. His eyes are brighter and clearer, unmarred by the haze of drugs, and there is a little something that looks a whole lot like love. This epiphany, coupled with his earlier realization over the fact that he's falling for Blair Waldorf is nothing short of frightening.

Yet at the same time, it's compelling and exciting, and it's odd because Carter knows he's not a one-woman guy. He knows that Serena was merely a blip on his radar that stayed a bit longer because he was fascinated with her golden hair and sparkling personality. And, okay, the sex was pretty mind-blowing too.

But Blair, she's a whole other story. She teases him and laughs with him, and he'd almost believe that she is genuine, but then Carter reminds himself that this is a charade, mere pretence, a clever ruse. And suddenly, his business deal is thriving, but he finds himself wanting out.

Blair Waldorf's gotten under his skin and into his heart, wormed her way in so deep he can't help but fall slightly in love with her. It disgusts him and thrills him, and he can no longer lust after wavy blonde locks when he has chocolate brown curls that are soft as silk when he runs his hands through them.

"Shit," he whispered.

It shouldn't be this easy.

Pretending to be utterly in love with Carter Baizen should not be this simple, light-hearted affair. Blair should have been trying to quell her distaste as he threaded his fingers through her hair and attacked her lips with his. She should be pushing down the retorts that threatened to leave the tip of her tongue.

Instead, the two found out that they actually enjoyed each other's company, Carter being a suitable replacement for a scheming partner as Blair ranted about NYU, and Blair found herself enjoying the easy banter. Every time her phone let out a chime, as it did at this moment, the part of her that hoped it would be Chuck grew tinier and tinier. Instead, the name Carter Baizen flashing across the screen brought a tiny smile to her carnation pink lips (she's given up on ruby).

It seems that she grows more and more attached to her fake boyfriend, the tiny part of her that still loved Chuck grew even smaller.

It was an odd thought indeed.

"Carter," her voice does not betray the slight excitement in her eyes, and she thanks whoever invented the telephone. It's a lot easier to hide your emotions when you converse through wires and buttons.

"Blair," her name on his tongue is enough to send shivers down her spine. But he doesn't need to know that. "What are you doing Saturday night?"

"Studying. Finals are coming up soon and if I want to transfer to Yale I'll need my grades to stay where they are."

"And where are your grades? Unattainably, stick-up-your-ass perfect? Beautiful, you build ladders so high God wouldn't be able to climb them. But that's not the point. You know my father is rather good friends with the Dean. I'm sure he won't hesitate to recommend you once he meets you this Saturday."

"Your father is back?" Blair vaguely recalls demanding a dinner with his parents as soon as they possibly could-the sooner that was over, the better. Funny, she doesn't have the same inclination now.

"Yes and my mother called me today requesting our presence at the town house on Saturday night."

"Well I do suppose it would be rude to decline. Pick me up at 7?"

"Sounds perfect, Beautiful."

Blair rolls her eyes slightly, though the gesture is half-hearted because she knows he can't see her. And maybe also because she's growing slightly attached to the way he calls her beautiful.

"Well, I'll see you on Saturday. Wear a dark green" She chooses green because Blair's the daughter of a fashion designer and she knows she looks stunning in emerald. And it can't hurt that Carter's hazel-green eyes look especially captivating set off by a dark green polo.

"As you wish," he replies, a trace of sarcasm in his voice. What was it with her and green? "Oh, and Blair?"

"Yes?" it comes out too breathless, too fast. She was thinking about his eyes, dammit.

"Thank you."

It's sincere and it's quiet, but she hears it all the same.

The dial tone in her ear is especially deafening after his quiet admission of gratitude.

"Blair," Serena says, almost hesitant as she stepped over the threshold of Blair's room.

"S," Blair replied, her eyes never leaving the book in front of her

"We need to talk, B" Serena sighed, her orange and pink fingernails digging into her palms "I don't know what's gotten into Carter for him to be acting so, so un-Carter like," at this, Blair looks up for a second, arching an eyebrow at her best friend. Surely the blonde's vocabulary was a little more extensive. "Come on B, taking care of you and not taking advantage of your drunken state? Definitely not Carter. When you left you said you needed a break. And then you come back with him of all people? I know he's not acting like himself now Blair, but I know him better than anyone. I just don't want you to get hurt again"

"Serena," Blair's voice is measured, a sure sign that something's wrong. Even Serena knows that. "I told you already. We're taking things slow. I left because I needed a break from this place; I needed a place where I Chuck Bass couldn't linger in my mind. And Carter helped me S. Trust me. I know what I'm doing."

"B, remember how he left you once before?"

"Serena, we've already discussed that. That was not a relationship. He had every right to leave. Apparently," Blair's eyes were blazing now, tears burning at the corners of her eyes. "he was blackmailed into leaving"

Serena bit the inside of her lip, "I was trying to protect you B, just like I am now"

"Well thank you S, but I can take care of myself."

"I just don't want you to get hurt again," Serena threw out desperately, knowing that her best friend's interest in the matter was waning.

"I'll be fine, S."

Blair looks at her pointedly, and Serena blinks the tears out of her eyes before closing the door behind her. But before she can take two steps, something grips her, and she flies back into Blair's room, slamming the door open.

Blair's eyes still don't leave the textbook as she lazily drawls, "No need for the dramatic entrance S"

And before she can stop herself, Serena blurts everything out "Blair, I don't want you to be with Carter" before Blair can get a word in, Serena holds up a hand "It's not because you're too good for him, which you definitely are. B, you're my best friend. I don't want you to get hurt, and I know how much it hurts when Carter leaves, because I've gone through that. A few times. And I would be lying if I said that it doesn't hurt that my best friend is parading him around, and with you he's everything that I hoped he would be. B, you know I'm with Nate, and I love him, I really truly do. But with Carter, well, I really did love him for a time. And I'm not saying that I still love him. But it hurts, B. And I don't-"

Serena stops suddenly in her heartfelt babble when she notices that Blair is curled up on her bed, her shoulders shaking, not with tears, but with laughter.

"S, as usual you're taking things too seriously. Carter and I aren't actually dating."

"What?" Serena knows she's not the brightest bulb in the box, but surely the kisses and the dates meant they were at dating.

"Carter needs to prove to his parents that he's worthy of another few thousand so he can go wandering around the world again. I'm simply helping him demonstrate his responsibility to his parents. When everything's right in the world again, we'll break up on friendly terms because I will be going to New Haven in the fall" Blair frowns slightly; their break up was something they disagreed on. She had wanted them to break up on friendly terms, so Chuck wouldn't be able to offer comfort, but Carter had wanted a huge fight-something that he could use as a solid excuse for leaving town. But what would that do to Blair's reputation? Carter's parents would hate her.

Blair giggles slightly at the look of awe on Serena's face. "And you get to pretend you're over Chuck"

At this, Blair's glare returned. "I am over Chuck. With or without Carter I wouldn't be going back to him anytime soon" Or ever, she added hastily.

"What happened with you guys B? You were so happy, even with Jack around. And then suddenly it was gone and Chuck had his hotel back, and you came to me in tears."

"I can't say Serena," Blair says, shaking her head slightly, memories of that night flooding back. And she had tried so hard to forget.

"B.."

"You were right. He got his hotel back but he lost me. Jack agreed to give the hotel back to Chuck after certain terms had been met."

A moment of silence passes between the two, and Serena remembers the tears Blair shed that night, and the way she had cringed when Serena touched her arm. No, it couldn't be.

"No," Serena's voice is deadly soft, her eyes wide and her hands quivering with fury.

"Yes," Blair said, shaking her head slightly. "Jack and I-it didn't go any farther than a kiss. But it was meant to be more than that. I was led to believe that Jack had set this whole thing up. No," she shook her head harder, her brown curls flying about "Chuck had sold me out for his hotel. For the damn pile of steel and bricks. Me"

"Oh B," Serena shakes her head as she gathers her best friend into her arms. She waits for Blair's tears to stop, silently cursing her step brother in her head. "You can have Carter if you want." She says playfully, attempting to lighten the mood.

Blair laughs slightly through her tears, "He's a good distraction, I'll give him that. But no, Carter and I, we'll never amount to anything. No need to worry, S. I'm over the Basstard, and once this business deal between us is terminated, I'll still be fine."

"If you're sure B"

"Don't you know S? I'm always sure" Blair smiles at her best friend and Serena sighs inwardly.

What a beautiful, tangled web of lies they had crafted.

"Serena knows," Blair mentions offhandedly as Carter picks her up at 7 on the dot, immaculately dressed in a dark green silk shirt and coordinating dark grey slacks. The silk matches Blair's dress perfectly, a gorgeous dark emerald creation, complete with a basque waist and a band of black silk that accentuated her tiny waist and gathered into a loose bow.

"About us? The whole world knows, we've made sure of that"

"No, about the fact that there really is no us"

"Oh"

"She deserved to know, she's my best friend" Blair's words don't sound convincing, even to her.

"Chuck Bass is her stepbrother"

"And she's my best friend," Blair spits out angrily, turning to face the window. "She won't breathe a word. I promise"

Carter takes in her rigid posture and sighs, sliding an arm around her waist, though no one can see them. "As long as you're sure, beautiful"

"I am" she replies stoutly, her posture softening slightly, despite the harsh tone of her voice.

"Good, because we're about to meet my parents and I need to make a good impression"

"I've met your parents Carter," Blair says with a shake of her head, a laugh escaping her lips.

"But not as my girlfriend" he says, a smirk playing on his lips.

And as Blair gazes into the depths of his hazel green eyes, she almost believes the sincerity in his voice. But then the words pretend and business pop into her mind.

If there's one talent that Blair possesses, it is her ability to charm even the bitchiest of parents. Victoria Baizen fawns over her dress and her necklace (she wears a simple necklace with a sizeable diamond that dipped in the crevice between her breasts. She knows Chuck would appreciate this and the thought makes her smirk), and Arthur praises her academic stature, mentioning that NYU was not deserving of the gem that was Blair Waldorf.

Blair laughed and blushed slightly, before Carter mentions her dream of attending Yale over potato and leek soup. Arthur had smiled and waved his hand airily, mentioning that if his connections were deemed useless to Carter, she should put them to good use. Blair had grinned up at Carter. Their plan was falling perfectly into place.

"Darling, it really was good seeing you. Next time your mother is in town I'd love to have lunch with the both of you." Victoria smiles down at Blair as they wait for their respective men to finish their 'discussion' in the study.

Blair smirked inwardly, Victoria Baizen was nothing but smitten with her son's new girlfriend.

"Of course, Mrs. Baizen" Blair said sweetly, "Dinner was wonderful, thank you for having me over"

"It was our pleasure, Blair." Arthur Baizen's deep voice echoes through the room as he enters, Carter trailing behind, a giddy smile playing at the corners of his lips as he wraps his arm around his girlfriend.

Blair smiles a smile of her own as he kisses her forehead affectionately.

"A pleasure as always, mother, father" Carter nods as he leads Blair out of the townhouse and into the waiting car. His father's proud smile of approval only served to make Carter's grin wider, and he notes his mother's adoring gaze upon his girlfriend.

"So what did your father want to talk to you about?" Blair asks, once safely ensconced in the darkness of the town car.

"Business," Carter smirks. Blair raises an eyebrow, but his smirk only grows wider as she frowns.

"Well, your mother certainly approved of me"

"Who wouldn't? You're Blair Waldorf" and at this, a grin appears on her lips too, and suddenly they're both wearing matching grins of glee.

A blush creeps onto Blair's cheeks, and she turns her gaze towards the cars speeding outside. But her hand is still entwined with his.

"He said he's proud of me" Carter said into the darkness, to no one in particular. Blair's not sure if he said it to her or if he's simply revelling in his father's pride."He said that all my 'debauchery and hopeless travels' have finally amounted to something" The tinge of reverence in his voice surprises Blair.

She turns to him to find his eyes on her, and something tugs at her heart almost painfully. Carter is the first to turn his head, gazing into space.

"He asked me to help him with a business merger," Carter continued, almost as if saying the words out loud finally made them more real. "He's never asked for my help before"

Blair smiles slightly, noting the glow of his father's pride that was definite in Carter's eyes. He so desperately reminded her of another lost boy yearning for his father's approval.

"I'm proud of you too" she says, the words leaving her lips before she has a chance to stop them.

Carter's eyes jerk to Blair's, his expression a carefully constructed mask.

"I mean-I'm proud of you for actually committing to something for once. Even if this is just a fake-"But Blair's seemingly disconnected ramble to explain her words is stopped by Carter's soft reply.

"Thank you" he breathes into the air, barely a sound.

The words hang in the air between them, their eyes never leaving each other's. And suddenly, Blair's heart is beating too fast, and Carter's palms are too sweaty.

But before either of them can comprehend the strange emotion overtaking them, Carter's hands are suddenly around Blair's waist as hers are simultaneously running through his hair, and their lips are locked in a frenzied embrace. Neither knows who started it, but when they break apart-cheeks flushed, chests heaving, and lips bruised-all they know is that they don't want to stop.

But the all too familiar apartment building looms into view and Carter reluctantly walks Blair to her door, his thoughts frenzied and tangled.

They share a chaste, slightly awkward kiss in front of the door, and Carter ducks his head and returns to the town car, leaving Blair with the feeling of his lips on hers and his hands roaming up and down her back.

It's a business deal she tells herself, as the town car speeds away, its occupant telling himself the exact same thing.


tbc