A/N: This chapter is rated M

Disclaimer: I own nothing of Gossip Girl.

Blair cringed as she looked out the window. It had been rainy and windy for the past two days. Because of the horrible weather no one wanted to brave the streets, therefore the four friends were confined to their suite.

She sighed as she sat on the couch leaning her head on Chucks shoulder. It had been five days since Chuck declared this plan to win her over. She had to admit, although he never did anything big he was definitely doing a good job. Lately he had just become more attentive to her. He would always pull out her seat, carrying her shopping bags, and pretty much do anything she asked. It would seem like she had him whipped if he hadn't done everything so casually as if it was natural to him. It was plain to anyone that he wasn't doing it just to impress her, he was doing it because he wanted to.

With the rain keeping them inside for the past while she noticed he became more cuddly. Like now, she thought.

She positioned herself so she was lying on the couch with her head in his lap. It would have been on odd sight when he absent mindedly started playing with her hair, if they both didn't seem so comfortable with it.

Serena scoffed in disgust she watched the two. Blair's head was resting in Chucks lap, as they both watched T.V and he ran his fingers through her hair.

"I'm bored" She said with a huff.

"Me too" Nate agreed.

"I'm not" Blair said innocently, her eyes never leaving the screen.

"Nor am I" Chuck said looking at Serena.

Serena looked away in disgust. She mentally noted that she liked it better when Blair and Chuck were arguing.

"Nate?" she asked "Want to go for a walk? I need to get out of this room" she pleaded.

He stood up stretching. "Yeah, okay. But not outside. Let's just go downstairs."

"Anywhere is better than here" Serena said dramatically as she grabbed her purse.

"Nate's right, don't go outside. We are supposed to get the worst of it tonight." Blair said genuine concern in her voice.

When the door shut behind them Blair was aware of how quiet it was. She also realized that her head was in Chucks lap. Well, she knew that before, but with the other two here it seemed casual and friendly. Now, it seemed intimate. Chuck seemed to be thinking the same thing as his hands left her hair grabbing for the remote.

She sat up and moved away a bit. They sat in an uncomfortable silence for about five minutes before Chuck rose, walking to the bar.

He cleared his throat. "Want anything?" he asked, raising a glass.

She got up and started walking over sitting on the stool opposite him. "Sure." she said casually.

A half hour later they were back on the couch watching Harry Potter sitting on different sides, away from each other.

The lights flicked and Blair shuddered as the wind blew hard against the window.

"You don't think the power will go out do you?" she asked, her voice shaking a little bit.

"Not scared of the dark, are you Waldorf?" he teased.

She glared at him, although it wasn't very effective when her face fell as the lights flickered again and the wind blew so hard the building shifted. He smiled at her discomfort.

The lights continued like this until the movie was almost over. "Chuck?" she asked, uncertain.

"Hmm?"

"The lights won't go out, right?" she asked again, a little more scared than before.

"I don't know, Blair. They might" He said slightly irritated. How was he supposed to know?

She simply nodded and looked at the floor. He frowned. "But, if they did we will be fine." Attempting to make her feel better.

Blair made her way to the fridge, grabbing a can of diet soda. As she closed the door, her fear came true. The lights went out with a large gust of wind, causing her to scream.

"Shh, Blair." Chuck soothed as he tried to make his way to her in the dark.

When he reached her she immediately grabbed his shirt and he wrapped his arms around her.

"The lights will be back soon" he said as he felt her shake underneath him, her hands trapped in-between their chests.

No sooner were the words out of his mouth when the suite back up lights kicked in. They were incredibly dim, barely making it possible to see.

She sniffed and he felt the wetness seeping through his shirt. Shit, he thought, she's crying.

He pulled back, placing his hands on her shoulders so he could look at her, and sure enough, even with the lack of light he could see there were tears streaking her face.

"Shh" he cooed. "Nothing is going to happen." he tried to hide the annoyance in his voice. It was only a blackout. The lights would be back soon.

She sniffed again and nodded.

"Come on" he said, taking her hand and leading her back to the couch.

They sat down and he wrapped his arm around her pulling her close again. He kissed the top of her head, inhaling her scent.

She pulled away and looked straight into his eyes.

"You kissed me the other night" she accused.

He continued to look at her as she went on. "I remember you kissed me that night, which means you must have helped me into bed."

His jaw twitched. "Serena was going to, but she was drunk and I thought I would help her out." he said a little too casually.

He was surprised when Blair slowly brought her lips to his, barely touching. She pulled back and stared at him. He searched her face for any objection, when he couldn't find any he grabbed her face and pulled it to his own.

Blair felt her breath hitch when he began kissing her so urgently. She straddled him and began kissing back with equal passion. She felt his tongue graze her lower lip, causing her to moan, inviting him into her mouth. After a few minutes she pulled back both breathing heavily, foreheads together. He recovered much more quickly than she did and took advantage of her exposed neck. She felt her eyes roll back as he began kissing and sucking on the sensitive part of her neck. As she felt his teeth graze her skin she pushed herself closer on him, he groaned at her action.
Before she could register what was happening, he picked her up and shifted so she was now lying on her back placing himself on top of her. His lips came crashing down on hers before she could protest. Her hands traveled down along his sides until they reached the bottom of his shirt.

He pulled away when he felt her tugging at his shirt. He bit his lip and looked into her eyes.

"Are you sure?" he whispered, as he had in the past.

She continued to look at him.

"I don't want you to regret this." He said weakly sensing her hesitation, slightly scared of her answer.

She smiled and pull him down kissing him fiercely. That was the only answer he needed.

He started getting up, hands on her hips pulling her with him. He lifted her with ease when they were both standing. She quickly wrapped her legs around his hips, never breaking apart as he carried her to his room.

He lay her on the bed falling on top of her. She eagerly pulled his shirt over his head as he began to unbutton hers. With both tops removed he immediately kissed all along her collarbone and down her chest. Her breath was heavy and quick as he discarded her bra. She had a sharp intake as he slowly began kissing around her breasts. She let out her held breath as his tongue circled around her nipple. He ran his hands down her side until he reached the band of her silk pajama pants. Her nails clawed at his back as his tongue flicked her and he removed her pants in one motion. He turned his attention away from her breasts as he sensed her looking at him. He knew this was what she did when she wanted to kiss him. Sure enough he was greeted with her innocent but pleading look. He kissed gently on the lips and one of her hands wrapped around his neck pulling him closer, while the other undid his belt. He pulled away as she let go of his neck to push his pants further down. He was panting now as he quickly slid out of them and tossed them on the floor. He was surprised when Blair grabbed his shoulders and flipped them over so she was on top. She kissed him lightly and sat back rubbing herself against his erection as she brushed the hair out of her face. She watched his eyes roll back and smirked. She quickly removed her underwear and his boxers with ease. She lay on top of him bucking her hips every so often and started kissing his neck.

Chuck shuddered as she continued to press herself against him. All of a sudden he couldn't take the torture anymore. He grabbed her hips and flipped her so she was on her back again. He kissed from her lips down to her waist. By the time he reached her thighs she was whimpering. He quickly grabbed a condom from his table and kissed her forcefully on the lips as he entered her. She moaned in his mouth and he began thrusting hard. He tried his best to keep a slow pace, but when she wrapped her legs around his hips pushing him further into her, he began to lose control. His movements we now hard, quick and erratic. He felt her tighten around him as she almost reached her climax. He picked his pace again and she came screaming his name, her body convulsing. This was enough to send Chuck over the edge as he came moments after her. He fell to her side, careful not to crush her. As they both lay panting she turned to him. His eyes were closed and his mouth was open and breathless as she watched his chest rise and fall.

He turned to find her looking at him. He grabbed her and pulled her so she was almost on top on him again. She let her head rest under his chin and began to draw lazily circles over his chest. He wrapped his arms around her and buried his head in her hair. She closed her eyes and smiled at his embrace. He placed his hand gently beneath her chin and pulled her face up to he could see her. His face was different, she noticed. He looked almost vulnerable as she felt him tense. "Blair" he started. She smiled at his small tired voice. "I love you."

Blair was in shock. She shook her head. "What?"

"I love you" He repeated a little stronger this time. "I love you."

Blair's face lit up as she realized she wasn't dreaming

She squealed and kissed him. "Oh Chuck" she exclaimed with tears in her eyes. "I love you too"

She felt him relax underneath her and he grabbed her and hugged her so tight she thought she was going to stop breathing. He released her and started kissing all over her face as she giggled at his newfound affection. He sighed and held onto her as she started to fall asleep, a huge smile planted on her face. He felt her breath even out and become shallow as she drifted off. He smiled to himself

"I love you" he whispered to no one and drifted peacefully to sleep himself.

A/N. Please review and let me know what you think.