Note: I know it seems like Serena keeps on changing her mind and going back and fourth, but she's confused. She's dating Max but still has a thing for Dan. Bare with me :D review please. OH and this is a RATED M chapter, just for a few reasons.

XOXOXOXOXOXOXOXOXOXOX

"No, right here"she pulled her lips away and put his hands back on her hips, he complied but after a moment, he moved them back behind his head again. Max let her do all the work, something that was already starting to make her mad. Serena rolled her eyes as he closed his and enjoyed himself, just relaxing.

"Umm...Max?"

"what?" he asked annoyed that she was interupting.

"Let's change" she said refering to their position.

"Let's do it from behind" she suggested.

"No, i'd like to see your face the first time" he said.

"alright" she took a breath.

"ok" she kept her eyes closed the entire time and tried to pretend it was Dan, maybe if she imagined it was him, she would enjoy herself. But she couldn't, his hair was too long to be Dan, she pulled her hands off his head and moved them to his shoulders only that was worse, Max's shoulders weren't nearly as broad, she gave up and put her hands on the bed. After nearly twenty seconds Max was picking up the pace and finally collapsed on top of Serena.

"You've got to be kidding me" she said under her breath.

"What's that?" Max looked at her.

"Nothing..."

"You didn't cum did you?" Max asked making Serena shudder. She had never been asked that before in her life.

"We can fix that" he slid his hand in between her legs without any indication.

"OH!" she was shocked.

"good right?" his attempt at dirty talk.

"yeah" she closed her eyes and imagined someone else's fingers, but again nothing, he wouldn't do it like that. Dan would have teased her first, get her really wet before he even dared to penetrate. He wouldn't be repeating the same movements over and over and above all he would not be talking while doing it. It needed all his attention, tons of focus, the only things he would say would be dirty, dirty enough to get her wetter and wetter not PG 13 like Max was achieving.

"how's that?" he asked deeply which kind of freaked Serena out.

"Ok that's enough" he eyes shot open.

"You're done?"

"yeah"

"Wow you cum quietly" he smiled.

"Yeah I guess" she pulled her bra back on and sighed. Frustrated, hot...thinking about Dan.

Max hadn't a clue that the apartment shook when Dan sent her over the edge. Did he ever, Dan made Serena twitch, moan and sometimes scream, which wasn't popular with the level below them.

"Serena!" she heard her name being called she quickly threw a robe on.

"hey" she walked out to see Dan standing there, a smile took over.

"Do you know where that book I was reading last night is?" he asked.

"not a clue" she sat on the couch and Dan on the one across from her, she still had that impish grin on her face, she had a few irrational thoughts about having a quickie while Max was in the other room.

"What?" he looked at her face confused.

"Oh nothing" she wiped the crazy smile off her face.

"I wanted to read it on the plane" he leaned back on the couch and Serena made her way over to him.

A laugh came from Dan.

"What?" Serena asked confused, Dan looped his pinky finger under a small piece of material. She had left her panties in the livingroom, where they had started.

"cute" she smiled handing them to her, making her melt.

"I don't know how they got there" her face went a little red.

"Oh no?...you dont?" he giggled.

"No" she answered laughing aswell, guilty.

"So?" his eyes widened.

"So what?"

"out of ten?"

"You can't do that...he's my boyfriend"

"Come on"

"perfect, it was amazing, rocked my socks"she lied.

"good for you" Dan smiled with a nod. "I plan on getting a little of that while i'm in Hawaii"

"Oh yeah with who?" she pursed her lips together.

"Bridesmaids you know the usual" Serena rolled her eyes.

"I'm a bridesmaid, don't get any ideas" she teased.

"I wouldn't dream of it" he said as Max called for Serena to join him.

"Be right there" she called before shaking her head at Dan with chuckle.

"Please don't go" Max pleaded with Serena to stay with him.

"Max, I have to, it's Nate and Jenny's wedding, this is huge!" she continued to roll her luggage behind her.

"I'm going to miss you so much" he sounded so sad it broke Serena's heart.

"I'm coming back" she frowned and threw her arms around him.

"I love you, so much okay?"Serena smiled, he had never said that to her before.

"I love you too" she hugged him a little tighter and finally got into her limo, she would meet everyone at the airport.

"I'll text you as soon as I get there, I love you" she blew him kisses as the limo pulled away.

Serena felt guilt for leaving him, but how could she justify staying in New York when two of her bestfriends were getting married?, she couldn't. Serena pushed her feelings for Dan away, he was never going to want to get back together, and she reminded herself that Max loved her, he loved her so much he wanted to spend every waking second with her, he loved her so much he didn't want her to spend time with anyone but him, he loved her so much.

"Welcome to Hawaii" A few girls hawaiian girls stood outside the resort and placed lei on everyone entering.

The weather was perfect, no chance of rain. Jenny had been worried about the weather upon leaving. She spent the entire time in the airport updating her blackberry and checking to see if there was any chance of rain for the next few days.

"Okay, where is Nate? "she looked around confused and aggrevated, so far nothing was going as planned, starting with an hour late departure.

"I'm here!...I'm right here!...calm down Jen" He had a hand full of room keys, he held one out for Chuck and was surprised to find Blair snatching it before Chuck had a chance.

"Follow me Bass" she adjusted her headband, Chuck followed behind her dragging all her bags."Be careful with that, The dress I'm wearing for the wedding is in there"

*Okay we just arrived, I'm just opening the door to my room now, I'll call you in a half hour :) xoxo* Serena text messaged Max and slid the phone into her pocket, when she noticed Dan approching her, she didn't think anything of it at first, but suddenly he stopped at her door.

"You've got to be kidding me" she looked up to see him standing with all his luggage.

"What?" he smiled.

"tell me we are not sharing the same room" she sighed, Dan smirked holding out his key card with the number 876 on it.

"Hey roomie!" he laughed.

"This isn't going to work" she opened the door.

"It's my room as much as it's yours" he said offended that she took ownership.

"Just go see if you can stay with Nate" she pleaded. "Please" she stood in the doorway making sure he couldn't get in.

"Yeah i'm sure the groom wants to share a room with his future brother in law" he said sarcastically.

"I dont know Dan, but you're not staying here" she shook her head showing him she was dead serious.

"Why not?"

"...you know why" she huffed. "I promised Max..."

"Fine!" he said instantly, he hated when she brought up that guy, he stomped out and went straight to Jenny's room.

"You double booked me and Serena in the same room" he showed her the key card.

"Oh no" she faked. "Well you guys are just going to have to make do"

"You don't understand Jen, she's not going to let me sleep in there" he scratched the back of his neck frustrated.

"Well she has to, I dont have anymore rooms booked" she said instantly.

"Please find me somewhere to sleep that isn't the hallway" he sighed.

"To Jenny and Nate!, and your wonderful life together" Rufus said before clinking glasses with everyone else."I'm really happy you decided on a destination wedding, the weather is perfect, all the important people are here, it's nice and intimate" he commented looking around the table. All the important people consisted of the bride and groom, the father and mother of each, the bridesmaids, the groomsmen and a few close friends and relatives.

"Hey why isn't...umm...," he struggled with his name. "...Max, why isn't Max here?" Rufus asked Serena.

"he wasn't invited" Jenny said quickly looking into the champagne glass.

"Yeah, it's suppose to be a small wedding anyway.."just the important people' " Serena smiled softly quoting Rufus.

"That reminds me...I have to make a phone call, so excuse me" she quietly got up and walked out of the dining hall, Dan watched her intently.

After one ring he answered.

"Hi Max" was all she got out.

"You're just calling now?, you sent me a text that said you'd call in a half hour...it's been three" Max said on the phone, he wasn't happy.

"I'm sorry, I just went to have something to eat and dinner went a little long"

"It's okay Rina just...don't do it again okay?" Serena swallowed, first of all did he think he owned her?...and why was he calling her Rina? Only Dan called her that.

"...yeah...okay" she said weakly and headed back to the table, everyone was laughing and talking about what they were going to do in the morning.

"I'm surfing!...I'm so surfing" Nate said happily."Chuck you coming with?"

"Yeah, I guess" he nodded and looked at Blair to see if she wanted to join them.

"No, no thank you, I'm going to sit on the beach with this one," she grabbed Serena's wrist as she sat back down. "...and drink cocktails while watching you boys make fools of yourselves" she smiled slyly before taking another sip of her drink.

"Right Serena?" she looked to see if she was listening, but she wasn't, she thought about Max.

"...Yeah, yeah it'll be fun" Dan continued to watched her.

"You okay?" he leaned in to her, Serena moved away from him quickly.

"Yeah, why wouldn't I be?"

"Shall we take this party to the bar?" Chuck asked.

"So I still don't have a place to sleep" Dan told Nate while leaning against the bar.

"You can stay in our room for tonight, I don't know what Jenny was thinking, I mean Serena has a boyfriend" Nate laughed.

"I know, I guess I'm going to be playing musical rooms for the entire week"

"Don't worry we'll find you something" he assured him. "Oh and also, I found you something else" Nate smiled and Dan looked skeptical as he followed his friend towards a woman.

"Dan this is my second cousin Natalie" Dan smiled and shook her hand.

"Nice to meet you. I thought this was going to be a small wedding" Dan said amused wondering why there we're second cousins attending.

"Well Nate and I grew up together he promised me I could come,...I hear you're a writer?" she got right to it.

"I am" he nodded, then turned to find that Nate was gone.

"What the hell are you doing?" Jenny asked Nate when he sat himself beside her and put his arm around her shoulder.

"Natalie always wanted to meet Dan" he explained. "Got a thing for writers"

"I put Dan and Serena in the same room for a reason Nate" his eyes widened.

"Are you serious?, Jenny...why would you do that?"

"Because...I don't like Max" she got up, unhappy with her husband-to-be.

Serena sat sadly thinking about her relationship with Max, she loved him and she knew that, but something was bothering her. She watched Dan from across the bar as he chatted up some brunette that Nate introduced him to. She hated that he was talking to her, and it was starting to physically bother her, her stomach turned and soon she noticed her breathing had picked up the pace, she needed to talk to him, to confide in him. Ordering a tequila sunrise she leaned over the bar and smiled at the Hawaiian bartender.

"You interested?" he asked her.

"What do you mean?" she smiled at him confused.

"You've been looking at that guy all night"

"Oh, no...he's my bestfriend" she shook her head amused and walked back to her table. Blair and Chuck were off chatting in the corner laughing at eachothers jokes, Blair was looking flushed, Chuck was probably getting her nice and drunk. Serena couldn't help it but her eyes kept going back to Dan and that girl. The girl that was flicking her chocolate brown hair and giggling like an idiot. She dispised that he was paying all his attention to her, that he was laughing and nodding like he had something in common with her. Serena knew she had a boyfriend but at this very moment she never wanted Dan more to herself, even if it was purely because she was bored and jealous. That girl needed to know that Dan was her property, boyfriend or not. Quickly she touched up her lipgloss and headed towards them with an infectous smile.

"Yeah I'm going to be here all week and then I'm heading to Spain" Dan just finished saying to the girl as Serena slipped her hand into his backpocket.

"Hey baby" she smiled up at him with what Dan knew was lust in her eyes, he cocked an eyebrow, confused.

"Who's this" she asked politely now moving her fingers in a circular motion still in his pocket.

"Serena...this is Natalie, Nate's cousin" he said quickly, uncomfortably as he pulled her hand out.

"So, nice to meet you" she held her hand out drunkenly trying to intimidate this girl. The arm that slowly wrapped around Dan's neck might aswell have been a huge flashing billboard with MINE written in caps. Natalie smiled a little bit, even though she was uncomfortable.

"Dan come with me" she pulled him away, only making Natalie more uncomfortable.

"What are you doing?" he asked somewhat frustrated.

"Saving you...come on, the Dan I know likes blondes" she said as she tossed her hair up as if to remind him that she was indeed a blonde.

"..." Dan opened his mouth to say something as he looked back at Natalie but Serena had already opened hers.

"Come play pool with me" she led him to the table by the window, the sun was setting on the ocean, Serena smirked as Natalie, or whatever her name was, left the bar.

"Rack em up" she bit the side of her lip. Dan immediately began making a perfect triangle with the coloured balls when he realized Natalie was gone.

Three games and five bar trips later Serena was drunk and had won twice.

"I'm awesome!" she declared drunkenly once the eight ball had sunk into a corner of the table.

"Well, I let you win" Dan said casually as he put the cues back up on the rack.

"No, I just had a really good teacher" she brushed her body against his as she made her way back to her tequila sunrise that was perched on a window shelf.

"I'm a quick learner" she walked up to him until Dan could smell her perfume.

"What are you doing?" Dan downed the rest of his drink.

"Just seducing you" she blurted out.

"Oh really?" he smiled confused, his eyes widening, it was then that he realized he had too much to drink.

"Yeah," she nodded. "Is it working?" she placed her hands on his shoulders.

"...Serena, you have a boyfriend" he made an amused sound and moved his face away from hers, the smell of booze on her was suffocating and he laughed at her surliness.

"That's not what i asked Humphrey" she brought her lips to his ear. "is it working?" she breathed. Dan bit his lip and swallowed, the smell of Tequila made his eyes burn.

"What if I say yes?" he looked straight at her, her hands still holding on to his shoulders.

"If you say yes..." her hands roamed up to the nape of his neck and she kissed his cheek. "You can sleep in my room tonight, and if you're good...I'll teach you something" her eyes pierced his.

"What about your boyfriend?" Dan hoped and prayed Serena was about to give him the go ahead, the go ahead consisted of a sentence along the lines of "I'm dumping him as soon as I get home" or "we're through" if either of those slipped through her soft, shiny lips, Dan would scoop her up and take her to her room, no further questions asked.

"Pfft, I've known him what...a month?" she shook her head.

"I've known you...forever" she giggled, her lips barely an inch from his.

"years and years" he said in a saddened tone, upset that he was much more sober than she was, even though he was staggering slightly.

Serena grabbed a hold of Dan's hand and led him through the crowd of people.

"And where are you going?" Nate saw them dashing.

"Umm...Serena's drunk, I'm just going to help her back to her room safely" he nodded and they continued. Jenny smiled widely at Nate.

"You are so bad" he leaned into her.

"You love me" she kissed him.

When they got back to the room Dan stood in the door way and watched Serena bounce around drunkenly. She was so beautiful, so full of life. At that moment he forgot why they had broken up so long ago.

"Take this off" Serena tugged at his tee shirt.

"No..." he pulled her hand off him. "No, Serena...Nooo" he laughed at her persistance as he used both his hands to fight her off him. She giggled before plopping herself down on one of the double beds, tossing her hair into her face. Dan sat down on the opposite bed.

"No, no I want you over here" she whined and smacked the bed she was on.

"I don't think that's such a good idea" he said honestly as he took his watch off and lying down, exhausted, his head spun a little.

"Okay, I'll come over there" she got up and walked seductively over to him before taking a seat. Dan swallowed hard and looked away as Serena slowly moved herself on top, until she was straddling him. Serena placed her lips on his but Dan didn't dare kiss back.

"Y-you have a boyfriend" he pulled away, reminding her for what felt like the hundreth time.

"So" she giggled as she ran her fingers over his zipper.

"Whoa" he pulled them away quickly, not expecting it.

"No" he said taking her hands off him once again sitting up.

Serena stayed wrapped around him, her legs tightly around his waist. Her eyes looked deep into his, he couldn't help but look at them, it had been forever and he forgot what shade of blue they had been, this was a nice reminder. Serena ran her hands up his neck and slowly drew circles with all her fingers around the warm skin of his face. Dan didn't stop her this time. Their noses touched. "It's been so long" she whispered entranced by his eyes now.

"It has" Dan now closed his eyes and tried to forbid himself from feeling this way, from being turned on.

"I want it so bad" she purred and licked her bottom lip slightly, forgeting about Max.

"You know...it would feel so good"she grazed his earlob, still Dan stayed still.

"I want you" she tried. "...inside me" she tried harder, now becoming desperate. Serena once knew how to push all Dan's buttons, now she was failing, maybe he would have liked the brunette better.

"You'll regret it" he piped up, making Serena smile slightly.

"No...No I wont" she ran her hands up under his shirt.

"So, are you turned on by me?"

"No" Dan lied immediately, no time for hesitation. Upon hearing this Serena lifted herself up slightly and pushed at her sides until the tiny white string of her thong appeared on her thigh. Dan looked away from her and took a deep steadying breath.

"Oops" she smiled impishly looking down at the white material that contrasted her already tan skin. She shimmied it down further until it was around her knees somewhere lost in the sheets, not giving her much mobility.

"Little help?" she asked, when she didn't get a response, Serena moved herself again, pulled the panties off and threw them on to the floor.

"I'm not wearing any panties, want to see?" she leaned against him and began hiking the hot pink dress up her thighs.

"No" Dan's head was spinning, he knew it was so wrong, however he couldn't get up, he couldn't leave. Serena had him under a spell.

"You sure?" she undid her bra now and pulled it out from underneath her shirt before throwing it to the floor with the panties. "I'm not wearing a bra" she whispered lowly in his ear.

"Wanna see?" Dan shook his head and Serena lifted it up and placed his hands there, "Serena..." he was getting frustrated as he pulled his hands away. Serena asked if he was turned on by her.

"No, I'm not turned on" he breathed trying to tell himself he wasn't. Only he was lying, all he could think about was that she wasn't wearing a bra or panties and that she was sitting on top of him.

"Let me check for myself" Serena reached down and placed her hand straight into his pants, a smile took over Serena immediately. "Oo" Dan exhaled some air.

"Could have fooled me" she smiled widely stroking his length that seemed to be getting harder and harder with every motion. Dan again pulled her away from him.

"I can't...you can't, you have a boyfriend" he expressed upset.

"I'm not going to regret this, it can be a one time thing...we're in Hawaii...no one has to know" her lips positioned over his, she sounded so desperate.

"Our little secret" she put her hand back and continued to arouse him, her lips lingering too close to his.

"Actually,..." she breathed. "Not so little" she bit his bottom lip she was making him quiver. Serena giggled when she thought she was going to get what she wanted, all week long Max had taken her up the ladder, further and further but he never got her to the top, she never went over the edge, and with Dan she always did, this was purely for her health, to clear her mind.

"Dan, If you want...I'll break up with Max, if that would make you feel better" The magic words. He didn't say anything else, his hands roamed up her skirt and held tightly on to her waist, the material of the skirt draped over his hands.

"Yeah" she egged him on and closed her eyes as he teased her neck with passionate kisses.

"Oh yeah" she growled and bit her lip finally getting what she wanted. Dan looked at her face and just couldn't do it, morally it was so wrong, he thought how he'd have felt if it was the other way around and she cheated on him with Max.

"Serena?" he pulled himself away from her.

"Mm?" she sat up and looked at him adoringly.

"I'm going to stay with Nate and Jenny tonight" he stood and slipped his shoes back on.

"Why?...wait" she looked at him confused.

"You don't really want to do this, and we shouldn't so...goodnight sweetie" he closed the door behind him leaving her alone, hot and frustrated.

XOXOXOXOXOXOXOXOX

Alright so there is chapter 4! I don't like it very much but it should get better. wedding will be in the next chapter. Rufus and Lily never got married in this AU so Dan and Serena are not step siblings.

Review please :D and don't be too hard on me lol.

-FQ