Sorry for the delay guys! Real life intrudes sometimes...Anyway i appreciate all the great feedback i've been getting. I'm so glad you all are enjoying the story. Hope you enjoy this chapter. R&R. Happy Readings!! :-)

"I better get back to bed..." Blair began as she started to sit up on the couch and push Chuck off of her.

"No. Stay a little longer. I'll make it worth your while," Chuck teased as he reached out for her again, refusing to break contact with her lush skin.

Blair moved away from his touch and stood up. "Enough. This was a mistake. It shouldn't have happened. I don't know why I let you seduce me like this." Shaking her head in disbelief, she straightened out her robe as she began walking away.

"Let me? Oh please, Waldorf, you've been begging for it for a long time. Stop denying it to yourself. Everyone around us knows the truth. You and I, we're inevitable."

"No. We're preventable. And I'll make sure of that." Blair turned and walked over to her bed. She snuck in quickly, trying to avoid the springs from waking Nate or informing Dan and Serena that she was anywhere other than where she was suppose to be.

"Keep fighting it all you want, Waldorf. Just wait and see."

"Goodnight, Chuck," Blair answered instead.

"Goodnight, B."

--

xoxo

--

"So what's the big mystery, Humphrey?" Serena said as she stood as far away from Dan in the small cubicle that claimed itself to be a bathroom.

"So that's what we've been reduced to? Last names? Formality?"

"Well, that's what happens when you decide to break up with someone and make them look like a fool in front of the entire school," Serena shot back. She was annoyed. Annoyed that Dan wanted to talk now after all this time, and at this ungodly hour on top of it.

"Fine. I guess I deserve that. I have been a jerk-"

"Pssh."

Dan ignored Serena's distasteful noise and continued. "I just want to set things straight with you. I don't feel right carrying on the way that we've been doing lately. I still care about you. I don't want to let what we had go to waste. We can at least be friends, Serena." he stared at her with shy eyes and tried not to squirm under her hard glare. He figured Serena was spending way too much time with Blair because she had acquired the same icy glare that could wreck havoc on a person's very soul.

"That's what you woke me up for?" Serena asked incredulously. Had he lost his mind? Didn't he know not to wake her prior to her at least getting 8 hours of sleep. They had been together how long, and he still didn't know her. That showed how much he cared!

"Yeah I guess..." Dan said uneasily. This was so not going the way he wanted it to.

"Wow. Well thanks, pal. I'll take this little heart to heart and store it deep in my own heart. Now may I go back to sleep?" Serena asked, not really asking at all as she started walking towards the door.

"Serena!" Dan shot out and grabbed her arm unexpectedly.

She turned around and eyed his fingers pressed into her skin. They were warm and rough, and she felt that same electric pulse go through her as his skin touched hers. She tried to pull away, feeling herself quickly falling into the hazy world that surrounded her whenever she left her heart open and exposed to Dan Humphrey. She needed to get away before she became vulnerable again, before she allowed him to see how much he'd hurt her yet again.

Dan noticed Serena's resistance but he refused to let her go. He intended to tell her everything, everything he'd been feeling, everything he'd been dying to tell her these past few weeks. He'd been rude and a big asshole towards her, he'd admit that, but it was all a cover up and he needed to talk to her before things became much worse between them and there was no salvaging what they had once had.

"Listen, Serena. I'm so sorry. For everything. For hurting you. For not giving our love the chance it deserved. These past few weeks have been torturous. I can't seem to let you go, I can't forget about you. No matter what I do or how hard I try.

"I don't know if it's too late, I don't even know what I'm asking you really. I don't know if its the right thing for us to be together...even though it's what my heart is begging for. And I don't know if you would even consider getting back together with me after everything that's transpired between us, but I love you Van der Woodsen. You're the only girl I've ever felt this way about. I don't want to lose you. Please don't let me lose you," Dan pleaded on a shaky breath.

Serena stared wide eyed in disbelief. She couldn't believe what she was hearing from Dan. After the past few weeks, she'd thought he hated her. Well maybe not hate, but he seemed to be truly disgusted by her, her lifestyle and everything of the higher social stratosphere. The only thing UES thing, well person, he approved of was Nate, and Nate was hardly an example of the typical UESider so it made sense they would mesh well together.

"Dan...I don't know...I don't know what to tell you."

"I don't know what I want you to tell me, if I'm being honest," Dan said quietly as his hand raised to her hair and fixed a few loose curls that were out of place.

"I...well I do still love you. But I don't know if this is right..."

"Yeah. I kind of figured..."

--

xoxo

--

"You're awake?"

"Uhhh, yeah how did you know?" Blair asked Serena quietly, surprised that her friend had noticed she was awake. She had worked so hard at staying absolutely still and quiet as Serena and Dan had emerged from the bathroom. And she stayed perfect still until she heard Dan's breathing deepen and then the serenade him and Nate had been playing resume. She figured Chuck had fallen asleep a long time ago, seeing as he hadn't bothered saying a word in the past thirty minutes.

"Well I heard you shuffling back into bed when I stepped into the bathroom. What the hell were you doing at the couch with Chuck?" Serena whispered quietly, afraid that Dan or Chuck might awaken.

"And here I thought I was being cautious and quiet."

"Well I have ears like a dog," Serena teased and Blair fought to suppress a giggle.

"I guess you do," Blair said avoiding the question. Serena, however, was not one to be dissuaded easily.

"So?"

"So what?" Blair asked innocently.

"Don't play coy with me, B. What were you doing with Chuck Bass over there?"

"Nothing. We were just talking."

"Hmm..."

"Shut up, S. We were just talking," Blair asserted stronger than necessary.

"Riiiighhht. Just talking. Sure whatever you say."

"Ok Dick Tracey, what the hell were you doing in the bathroom with Dan in the middle of the night?" Blair shot back.

"Same as you and Chuck sitting on the couch in the middle of the night. Just talking," Serena teased.

"Right." Blair pulled the sheets closer to her nose and got comfortable.

"Tell me in the morning?"

"As long as you fill me in on all your juicy details too," Blair agreed.

"Agreed." Serena adjusted herself on the bed readying herself for sleep.

"'Night, S."

Serena yawned. "'Night, B."