*After what felt like the longest cab ride of Blair Waldorf's life, they stopped in front of Humphrey's loft. She looked out the window and couldn't help but smile. The beauty in being in Brooklyn tonight was that an enraged Chuck Bass couldn't get out of jail and find her. The Humphrey loft was the last place he would think to look.

Dan paid the cab driver and opened the door. As he climbed out he offered Blair a hand. She graciously took it, glad that she was safe with him, and followed him out of the door.

"Hey hold on a second." They stood on the curb while Dan listened to a message on his phone. Blair just stood next to him and shivered. The night turned out to be ridiculously freezing.

Dan hung up and placed his phone back into his pocket. Blair raised her eyebrow at him. Who would possibly be leaving Humphrey a message?

"Sorry that was my Dad asking if I was alright. He wanted to let me know that he and Jenny were spending the night at Lily's." He opened the door and the two made their way into the building.

"So that means that we're going to be alone tonight?" Her voice broke. The idea of not having Rufus in the loft made her feel slightly less… safe. She felt completely vulnerable knowing that she was going to spend a night alone with Daniel Humphrey. To add onto the nightmare she was ridiculously drunk.

"Don't sound so enthusiastic there Blair."

Dan opened the door to his loft and the two made their way in. He turned on some lights and locked the door. Blair had been to his apartment before but that was always on missions to ruin Jenny Humphrey. Now that she wasn't there on business she felt out of place.

"Feel free to make yourself… comfortable. I'm going to go change and get you some pajamas. Try to stay in one place; I don't need to clean up any barf tonight." With that he walked into his bedroom leaving Blair standing in the middle of his living room.

She let her eyes wander. The walls were covered with odd and ends of paintings that had nothing in common with one another and random pictures of their family. To her surprise there were still pictures up of Dan and Serena; she felt slightly uncomfortable looking at their happy memories. A few months ago they went their separate ways and now they were going to become step brother and sister. The pictures and art were enough to make Blair sick.

While her head was starting to spin something she found very interesting caught her eye; Dan had left his bedroom door open slightly. He was standing next to his bed with only his sweatpants on. Blair tried not to stare but he looked adorable. Okay she could finally admit that she may have a slight crush on Humphrey but she would never pursue it; ever.

"Keep your eyes to yourself Waldorf." Shit he saw me looking at him. Hopefully he wouldn't read too much into it. He probably thought that she was just looking at him because he was so damn skinny. It's a shame he didn't realize that it was because she was into him.

She let her eyes drop down to the floor as a blush 'rose in her cheeks. "Don't flatter yourself Cabbage Patch."

Quickly she sat down on the floor, not wanting to continue staring at him. She didn't want to look like a complete weirdo.

Without thinking about it she unzipped the back of her dress and slipped it off over her head. Gently she set it down on the couch next to her and lied down with a 'thump'. She probably looked ridiculous lying on the floor in her turquois corset and black undies but she didn't care. The liquor made her quite confidant; a feeling she wishes she could have every day. She leaned her head back and closed her eyes. Maybe she could actually sleep tonight.

A few minutes later she heard someone laughing and she slowly opened her eyes. While she had her eyes closed she had gained a ponding headache. Standing in front of her was Dan holding a pair of boxers and a shirt. The lights in the apartment had been dimmed and the television was on. How long had she been sleeping?

"Hey sleepy head, I brought you something to put on but your outfits alright too." She looked down and sighed. She was in lingerie.

"Don't laugh it's an expensive corset." He laughed at her once again. Blair rolled her eyes and grabbed the clothes out of Dan's hands.

Knowing that she was about to change he gave her some space and made his way across the room to a chair. Without thinking she stood up and slipped out of her corset.

Dan looked away from the television to look to see how Blair was doing. To his surprise she was standing in front of him in her underwear. She was folding her corset before tossing it on the couch next to her. He had never felt so attracted to anyone in his life. Her thick brunette curls; he wanted to run his fingers through it, her porcelain skin; it looked so soft, so touchable, and her red lips; they looked so kissable. Those were just the features on his face that he was enjoying. Without thinking he looked down at her chest. Her breasts were a decent size; probably a B and they were perky. God Blair how did you get so suddenly hot? At the end of her porcelain breasts sat small rose colored buds and they were hard. As much as he didn't want to admit it, he was completely mesmerized by Blair's body.

While he was busy staring at her, Blair looked up at him. Her face dropped in complete horror. Dan Humphrey had been looking at her boobs! Quickly she grabbed the shirt and pulled it over her exposed flesh. "Dan, what the fuck are you doing pervert! You're the one who needs to keep his eyes to himself!"

"You were the one who was standing topless in my living room!" Dan was now looking at television. Inside he was smiling; he had just witnessed Blair Waldorf's breasts.

"You were the one who was looking at me!"

Blair flopped down on the couch. She leaned her head on her hand and paid full attention to the TV. She really wasn't that angry at Dan, she was just taken by surprise. Beside Serena, Chuck was the only person who had ever since her without clothes. There was still some self-doubt at just how attractive she really was.

"If it counts for anything you look amazing." Blair's gaze moved over to Dan to find him still looking at the TV. I never thought I'd hear Humphrey admit that.

A smile suddenly formed on her lips and she had no idea why. Maybe it was because she was getting compliments from someone other than Chuck Basshole. "Really?"

They looked at each other; both surprised that she had just asked him that. There were a few moments of total silence as they searched for the right response.

Dan finally managed to choke something out, "Yeah, you really look beautiful tonight."

Blair made eye contact with him and they both slightly blushed. The temperature in the room felt like it was raised by a hundred degrees.

"Oh shut up Humphrey. I think we should go to bed." She wanted to avoid discussing feelings; there was no way in hell that she could admit her attraction to him.

He shook himself mentally and nodded. Her pink nipples were poking out from underneath the fabric of his shirt. Blair Waldorf is wearing my shirt without a bra… The attraction he was feeling toward her was ridiculous; the bulge that had formed in his pants was proof. He wanted to get her in bed alright.

"Yeah that sounds like a good idea. You can sleep where ever you want. On the couch, Jenny's bed, my b-," he swallowed as Blair raised her eyebrows at him. "Or you can sleep in my bed if you want to."

Dan had suddenly gotten really nervous. He looked like he was sweating and he couldn't look her in the eye. The nervousness was actually a real turn on to Blair.

"Will you be in there?" Blair asked innocently. She batted her doe eyes at him. All he could do was smile at her. Is she flirting with me?

"Well not if you don't want me to be. It is my bed though…" He punched himself mentally. That sounded like an asshole response.

"Promise you can keep a secret Brooklyn?" Blair bit her lip as he nodded. She grinned and made her way over to him. His body tensed as she stood on her tippy toes and put her hand up to his ear. The hair on the back of his neck stood on end as he felt her breasts on his arm.

"I would love to get in bed with you Humphrey," she whispered seductively.

He looked down at her in total awe. There was no way that he could turn that offer down. The thought of lying in bed with Blair Waldorf almost made him cum right there.

She got impatient when he didn't reply right away. "Come on Cabbage Patch, don't turn a girl down. Be a gentleman and take me to your bed."

Dan had no idea that the night would turn out like this but he had a feeling that he would be enjoying it. Quickly he grabbed Blair by the waist and picked her off. The couple giggled as he kicked open his bedroom door and carried the girl of his dreams inside.