AN: This has been such a long time coming, and there's really no excuse for it. I'm in my first year of law school, and leisure anything is really kind of impossible, but I sat down today and just started writing. I'm not even watching GG currently, as the writers have really disappointed me with the direction, but Chuck/Blair will always be special to me. I'm still holding out hope for something amazing with them, so I can come back and watch again. Anyway, without further adeau…

P.S. – I'm right in the middle of finals right now, but I'm going to try and work up at least one more chapter today, and then I have break coming to get some more done. I shall do my very best not to leave this story hanging for this long ever again.

Fake Empire

Chapter Twelve.

Feel like I'm tryin' to breathe under water
Tryin' to climb but I keep fallin farther

Turbulence ahead… D.H

Blair's descent down the tarmac and into the waiting limo felt like a true feat. She hadn't slept the entire plane ride because she hadn't been able to get Chuck out of her head. It was a stupid move going into that room with him, a stupid move feeling for him, a stupid move even coming on this trip. She was seriously kicking herself by the time they got to the private villa. Everyone was giving her these little questioning looks. Carter couldn't stop making crude comments and her best friend was a Benedict Arnold for laughing right along with everyone else. They all thought she'd slept with Chuck on the plane and it galled her. For one, because she was not a mile high type of girl and for two because they'd interrupted her before she could choose to become one… or not. Chuck wasn't doing much to help the situation either. He was ignoring Georgina quite blatantly and every once and a while she'd catch him staring at her. Of all the times for him to take a serious interest (and be blatant about it!) this was not the time. Her complexion was never going to recover from this embarrassment.

"Are we sharing a room or do you have a different bunking plan?" Serena was grinning from ear to ear.

"You look like a jackass," Blair snapped at her. Serena's smile immediately fell. She grabbed Blair's arm and pulled her away from the others who were all getting refreshments from the fully stocked bar.

"Are you okay, Blair?" Serena was all concern and care then and Blair's cool façade crumbled a little. "I didn't want to ask you about it on the plane because everyone was around… You are okay, right?"

"I'm fine," Blair promised. "I didn't have sex with him, Serena." She had to make sure Serena knew that. She wasn't sure why it was so important Serena knew that but it was.

"Of course, you didn't." Serena's reaction surprised Blair.

"Would it be so shocking if I had?" Blair felt anger stirring inside of her again. Anyone else and Serena would have assumed something had happened, but not Blair. Never Blair. It was really beginning to piss her off that even her best friend thought she was a total priss.

"Yes." Serena answered immediately. "Yes, and I would have killed Chuck for even trying it." Serena was working herself up into a lather so Blair didn't even bother interjecting. Sometimes Blair wondered why Serena had such a hate on for Chuck but then she was afraid to ask. What if Serena knew something about him that was too awful to even repeat? Blair knew Chuck well enough to realize that was possible.

"Well, nothing happened," Blair lied. She wasn't going to get into the logistics with Serena especially when she still felt so raw about the entire encounter. "We just talked."

Serena nodded. "I figured. Did you ream him out for bringing, Georgina?" Serena glanced at the red head across the room and fake smiled in her direction. "Georgie used to be fun but she's gotten so crazy lately. She's going fatal attraction on Chuck, for sure."

Blair grimaced. That much was easy to figure out. Georgina was still right at Chuck's elbow begging for a scrap of attention. It made Blair nauseous to watch. "I don't care a thing about Georgina." Blair was turning into a Pinocchio that afternoon. Every word out of her mouth was a lie.

"Sure." Serena laughed at that blatant falsehood and pulled Blair over to the bar with her. "Did you fix my drink kind sir?" She batted her eyelashes over dramatically in Nate's direction and he passed her a bright red concoction.

"That looks disgusting, Serena." Georgina turned her nose up at the drink and tried to cuddle in closer to Chuck. He allowed her to and Blair looked away before anyone could see the disappointment register on her face.

"Natey and I created it on the plane. It's quite tasty but you'll not be getting one." Serena flashed another perfect smile in Georgina's direction but there was ice behind it and everyone noticed. Georgina even noticed and she seemed a little bothered by Serena's cool attitude. Blair liked it though. She needed someone on her team.

"Everyone is so tense. I have the perfect cure all for that." Carter leered at the girls. Georgina smiled back at him and Serena blew him a kiss. Blair ignored him. She couldn't deal with his lewd behavior on top of Georgina's slimy hands all over Chuck. "Waldorf? Four's company I assure you."

"Only in your dreams, Carter." She walked away from their little gathering before the sight of Chuck and Georgina could literally make her heave. She headed into the nearest bedroom and climbed onto the bed. She decided this would be hers and the first order of business would be letting Georgina know she was not invited in, ever.

A few minutes later, the bed depressed beside Blair and she turned over to see who had joined her. She wasn't surprised to see it was Chuck. She also wasn't entirely comfortable being in a bed with him again. At least the door was open. Carter couldn't start cracking his jokes this time.

"This is my room," Blair told him just to break the silence. "You and Georgina aren't welcome," she added petulantly. She didn't care that her jealousy was showing or that she sounded like a child. She was feeling vulnerable and annoyed. Someone had to answer for that.

He let out an audible sigh and she watched as different emotions slid across his face. This all happened lightning fast. He went from irritation, to regret, and finally into his usual shell of indifference. He didn't even bother to respond.

"Go away, Chuck." She flipped over so she was on her back and didn't have to look at his face anymore. She needed to figure things out before they had a serious conversation about the plane. She still couldn't believe she'd brazened it out and went into that room to begin with. It was so not a Blair Waldorf move.

"Georgina will have her own room." He finally spoke to her. She didn't look at him but she did feel a bit better. "Do we need to…?" He hesitated and she finally turned over to greet his gaze again. "Talk?" He finally managed to get out. She could tell it was the last thing in the world he wanted to do. For once, they were on the same page.

"I'd rather we didn't," she admitted.

He was surprised. "Really? I thought that would be mandatory." He cracked a little smile and she smiled back at him. Things were different between them now. There was no denying that. Something had shifted within their relationship, perhaps the power because Blair felt like she had more of it now. She certainly commanded his attention in a way she hadn't previously.

She opened her mouth to say something but hesitated. She was scared to even broach the subject with him. She was scared to even think about it until she was alone and could sort it all out in her head. She'd almost had sex with him. She had wanted to have sex with him. That frightened her. All her perfectly planned dreams of romance had gone out of the window so quickly and all because of him.

"Just say it." He demanded impatiently. His eyes were darker than usual and he was moving closer and closer to her on the bed.

"I don't want it to be weird between us…" She knew it was such a cliché thing to say but it was truthful. She'd grown accustomed to him being in her life. She liked him there. It almost felt like he belonged at this point. No matter what happened she didn't want to lose that. She couldn't lose that.

He laughed under his breath but didn't respond for a few minutes. Blair had almost given up hope that he would when he spoke. "People always say that. They always say nothing will change, everything will stay the same… they lie, Blair. Things always change. Sometimes for the good, sometimes not. I don't want to lie to you."

Blair nodded but couldn't respond at first. She appreciated his honesty but would have preferred a little padding on it, a kind word or two about their friendship. Chuck wasn't good with the gooey emotional stuff though and she had to accept that.

"I guess… thank you." She managed to get out.

Chuck quickly flipped over beside her, and laid his arm across her waist. Their faces were inches apart and his eyes were glued to hers. Her breath hitched and her heart started dancing again. It was never good when he got this close, all rational thoughts left her brain quickly.

"I don't ever want to hurt you." His words were filled with a passion she'd never heard from him before. His eyes were so intense it felt painful to look into them. She wasn't sure where this was coming from or even what he really meant.

"Okay," she accepted. He stared down at her for a few more minutes before he moved in and quickly kissed her lips. Before she could even kiss him back he was up and off the bed. "Chuck?" She called after him, totally confused.

"I'm going for a swim," he answered her without turning around. She watched him disappear around the corner and finally let out a long breath. He had a way of keeping her spinning. The smart part of her realized this wasn't a good thing; the other part of her, her stupid, ridiculous heart was jumping around in her chest like she'd just won the lottery. Her heart always won.

The day turned into night and instead of going out on the town Carter decided they should have their own private party at the villa. That meant booze, drugs and women. Blair wasn't exactly thrilled about any of those three things but she pasted on her best smile and agreed to go into town with Nate and Serena to pick up all the alcohol. Carter was getting the women and Chuck was in charge of the drugs. Georgina tagged along with him and Blair tried not to chase after the venomous bitch and drag her back. Chuck spending time with Georgina did not please her. Not at all.

"Okay," Serena pulled Blair aside while Nate paid for the alcohol they'd just purchased. "You have been pouting all afternoon. Are you going to tell me what's wrong or am I going to have to bug you until you do?" Serena stood back, hand on hip, fierce look on her face and Blair knew she'd lost.

"Georgina Sparks is my problem." Blair ground out the name through her teeth. "She's a leech."

Serena nodded. "True enough. But then you've always known this. Your problem isn't Georgina, Blair." Serena told her with an irritating all knowing look. "Chuck is your problem. Your feelings for Chuck are your problem."

"I don't have feelings for, Chuck," Blair snapped. Serena had the audacity to laugh out loud at this and Blair glared in return. "Bitch," she mumbled under her breath.

Serena just smiled. "Liar."

Nate saved the day by coming over then. "All taken care of. They're going to deliver it to the villa for us. I don't even know what half the shit Carter ordered is. I would suggest staying away from anything that's a funny color." Nate advised the girls. Serena just giggled and shook her head. She'd be hitting every kind of juice she could get her hands on. Blair was sticking to the safe stuff. God only knew what she'd be like on the mind-altering crap Carter ordered.

"Let's be touristy." Serena clapped her hands together and put on her best begging face. "We're not due back at the villa for a while and it would be fun to check everything out." Blair was about to deny her just to piss Serena off but Serena kept going. "Besides, Georgina might be back and you don't want to be trapped with her do you, B?"

Blair sighed. "Fine. Let's be tourists."

"Sounds good," Nate agreed easily.

The three of them spent the waning hours of the afternoon checking out the small seaside village they were staying in. Serena dragged them into every café, bar and shop she could find and Blair begrudgingly obliged her. The town was beautiful and quaint and despite herself Blair fell in love with it. Nate and Serena ran around like little kids garnering some interested and exasperated looks from the locals. Blair pretended not to even know them a few times. Still, they managed to keep her mind off of Chuck and Georgina and what the two of them were doing with their afternoon.

They'd just sat down at a little seaside café when Nate's phone went off. He stepped aside to answer it as Blair and Serena ordered drinks and found a table.

"So, our conversation…" Serena jumped right in.

"You're so annoying." Blair returned casually. Serena just shrugged. She knew this and she didn't care. A small smile spread across Blair's face. Serena could drive her crazy but without her Blair thought she might truly end up insane.

"Blair…"

"I don't want to talk about this, Serena. We're on vacation. Let's enjoy." Blair grabbed for the breadbasket and stuffed a huge piece into her mouth. Her nerves were shooting around inside of her, and she couldn't stop her foot from tapping against the ground. Chuck was invading her mind again and it was all Serena's fault.

Serena opened her mouth to respond but Nate was just in time. He slid into the seat across from them and grabbed for a piece of bread.

"Who was that?" Blair tried to sound casual but failed miserably.

"Chuck. He's going to come meet us." Nate continued to stuff his face with bread as Blair and Serena shared a look. Blair was dying to ask him if Chuck was coming alone but she just couldn't. Nate might give her that pitying look he sometimes got and that would make her throw up.

"Please tell me he's not bringing Georgie?" Serena asked for her. "I'm not in the mood for her crazy. Today has been too perfect." Serena squeezed Blair's hand underneath the table and Blair squeezed back in appreciation.

"No, Chuck dumped her off on Carter." Nate answered and then called for the server to order a feast for all of them. Blair sighed in relief and Serena smiled. Their perfect afternoon was kept intact.

Chuck arrived twenty minutes later, alone. Blair couldn't stop herself from smiling at him when he sat down beside her and he smirked back. That should have annoyed her but the wine Nate had ordered was already going to her head and the view in front of her was too amazing to feel anything other than complete peace. She wanted to capture this moment and keep it forever. Three of her favorite people, a beautiful setting, good food, good conversation. She felt relaxed for the first time in a very long time. She wanted for nothing.

"Enjoying yourself?" Chuck leaned in and whispered in her ear. Nate and Serena were huddled together sharing dessert and Blair was smiling at them in amusement.

"I am," she agreed. She turned so they were eye to eye and leaned in until there were only inches between them. It had to be the wine that was making her feel so brave. Everything about him that usually scared her to death was pulling her closer.

He leaned through the finale space until their foreheads were touching. It was such a childlike embrace she almost giggled. Chuck was all about wild sex and partying but not in that moment. There was something so sweet and vulnerable in him then. It thrilled her that he was sharing it with her.

"What are you thinking?" She blurted out. She cringed the second she realized that had actually come out. As close as she and Chuck were he still hated opening himself up. She expected his face to shut down. She expected him to pull back and put back the wall that was always so comfortable for him. He did neither.

"I'm thinking this is nice… easy." A hint of a smile crept across his lips. Blair's heart fluttered at the sight. "What are you thinking?" He returned.

Anxiety rushed in for a moment before she brushed it aside. Turn about was fair play after all. "I'm thinking that I like you like this," she admitted shyly and looked away from him again. She glanced at Nate and Serena to see if they were watching but thankfully they were shoving food into each other's mouths and laughing like jackasses. Typical behavior for them.

"Hey." His voice got all low and whispery and Blair couldn't stop herself from looking at him again. He was watching her with that dark, broody look she was becoming used to. "How am I like?"

"Nice." Blair bit her lip and tried not to laugh at the confused look on his face. "Sweet," she continued to tease him.

"I'm always nice to you, and I am NEVER sweet." He sounded downright indignant, and a soft giggle slipped past her lips at his expense. Nate and Serena look up from their dessert, but whatever they saw made them turn right back to it. Blair appreciated that.

"You're sometimes sweet." She goaded him, recklessly ignoring the look that was simmering in his eyes. "Like right now, you're being… you're just different sometimes."

Chuck watched her intently, clearly confused by what she was saying. Finally, he decided to brush it off, and sat back against his chair. He pulled out a cigarette, and lit it up as he motioned to a waiter to bring them all more wine.

Serena protested at that. "No, no, no. We've wasted enough time being gluttons. We're going to go be tourists again." Nate nodded in agreement, and Serena turned to Blair in askance. "Are you coming?"

Blair looked at Chuck, and whatever she found in his expression made her decide to stay. She shook her head no, and Serena surprisingly didn't fight her on it. A few minutes later Nate and Serena were off on an adventure of their own, and Chuck and Blair were once again left alone together. Silence stretched between them, but Blair didn't feel the need to interrupt it. She sipped on her wine, and snuck the occasional glance in Chuck's direction. He spent most of the time just staring out at the water, and smoking cigarette after cigarette. She could tell he was on edge. The earlier peace between them had devolved into something else. Blair wasn't sure why that had happened, nor did she know how to fix it.

"I don't mean to be an asshole." His words felt like a shock to her system. She put her wine glass down, and turned to face him. Her expression said 'yeah right', and he laughed in return. "Let me amend that. I don't mean to be an asshole to you."

Blair nodded. She could accept that for the most part. She didn't think he ever went out of his way to hurt or offend her. The problem was that Chuck didn't really think about how his actions affected her at all. He had to be just as aware of what was between them as she was, yet he constantly paraded Georgina, and all his other whores in front of Blair. She sometimes wondered if this was some form of silent punishment he was subjecting her to. If it was she really wished he would tell her what she'd done wrong.

"You can be though," she returned. It wasn't easy to get out. She didn't want to be one more person laying a heap of guilt at his feet. Bart had already buried Chuck in enough to last him a lifetime. "Just because you don't mean it…" She stopped herself. They were treading into dangerous territory, and Blair was terrified of saying too much. The idea of laying herself completely bare before him, all cards on the table, made her nauseous.

"Finish the thought, Blair." There was steel in his voice – a hint of anger he couldn't hide. Blair withdrew from him further, and grabbed for her wine glass. "You always do this." He sighed in frustration, and lit up another cigarette. He was chain-smoking them at a rapid rate. His nerves were as frayed as Blair's.

"I always do what?" She snapped back. She didn't smoke but she dearly wanted to snatch that cigarette from him, and take a few puffs. It was needed.

"You lose your nerve. I wish you'd just say what you want. Consequences be damned." He motioned for the waiter to refill their wine glasses.

Blair just stared at him open mouthed. He could not be serious. She was the mysterious one? The thought was so ludicrous to her that she wanted to shake him, hit him, and throw him into the water just to wake him up. She knew she wasn't the most emotionally available person, but compared to him she was an open book.

"First, I can't believe you just said that to me. You, Chuck Bass… It's like a joke." She drank her wine quickly, and replaced the empty glass on the table. "Getting something out of you is like pulling teeth. It's like it's physically painful for you to be honest with me. So, don't sit there, and tell me I'm a coward. I'm not. I'm just careful." She looked away from him, so furious that if she didn't she would say something she regretted.

"Careful?" He said it in a mocking way, and her ire rose. "Why do you have to be careful?"

She noticed that he didn't dispute her claims about his behavior. At least she had that.

"I have to be careful with you. Being your friend-" She stopped herself there, because she knew friend wasn't the correct word. "Being anything with you," she continued exasperated, "is like walking through a mine zone blind. There are so many traps to fall into. I can't care too much. I can't ask too many questions. I can never, never, question your motivations for things, because God knows that is just a bottomless pit of nothing. You're exhausting, Chuck."

Blair knew she'd said too much, and maybe not enough. All the same she couldn't continue their conversation. She quickly grabbed her purse, and jacket, and walked off down the sidewalk towards the water. She needed a break from him.

Chuck caught up with her a few minutes later when she stopped at the railing overlooking the water. He slid in beside her, and pulled another cigarette out. She wanted to snap at him to stop smoking, but she knew that was the wrong move. If they had any hope of stopping this argument before it got too far, she had to hold herself back now. She'd already poked and prodded at Chuck far more than she ever had before. She knew at some point he was going to explode, and she was terrified to see what would come out of his mouth when he did. All she knew was that the repercussions could be devastating for her heart.

"If I'm so awful, why do you want to be around me?" His question held no venom. He seemed truly curious, even a little sad, and Blair's walls crashed down again. Hurting him was the very last thing she had wanted to do. She'd seen enough of the emotional abuse he took from Bart to know that he couldn't take much more from her or anyone else.

Blair shook her head, trying to clear it, and force the words that needed to be said out of her mouth. She couldn't give him the full truth. She couldn't tell him that she loved him, that she had to be around him. If she did he would run. She knew that, felt it in her bones. He wasn't ready to accept her love, and if she pushed it on him there would be dire consequences for them both.

"You know why," was all she could manage to say.

Chuck stubbed out his cigarette, and turned to her. She made herself turn and face him as well. Every part of her was buzzing with a nervous energy, a fear and exhilaration that she'd only ever felt with him. He reached out and brushed a wayward strand of hair behind her ear. She closed her eyes at the gesture, unable to look into his eyes any longer. She found such angst and confusion in them that all she wanted to do was hold him, and promise everything would be alright. Chuck would not accept that type of comfort though. It would feel like an intrusion to him.

"I'm glad that you care. I…" He took in a deep breath, and turned away from her again. He reached for another cigarette, but she held her hand over his to stop him. He didn't fight her, and slid the cigarettes away again. "I need you." The confession was ripped from somewhere deep inside of him, and she heard the pure anxiety in his voice when he finally released it.

It felt like a victory for Blair. After all the pieces of herself that she had willingly and unwillingly handed over to him, she was finally getting something in return. Need wasn't love. She wasn't delusional enough to confuse them, but in Chuck's world need might have been more important. She moved in closer to him and linked her shaky hand with his own. He laced their fingers together, and for a few minutes they just stood there looking out at the water together. Blair wasn't really seeing the water, or the beautiful scenery surrounding it though. All she could see was Chuck. Always, Chuck.

"Chuck…" She wasn't sure what she wanted to say to him, but she knew she had to say something. The silence between them wasn't peaceful. It was still ripe with a million unsaid things.

He smiled a rueful smile. "You're doing it again…" Blair laughed to herself. He was right. "Chuck… finish the thought, Blair." There was a bit of teasing in his voice, but behind that lurked something very serious. The power of his desperation was a heady feeling, but it also scared the hell out of her. She could really hurt him, and that was both amazing and awful.

"I'm glad that you need me – I mean…" She stopped, and took a deep breath. This shouldn't have been as hard as it was, but to Blair it felt like she was jumping off a very high cliff for him. "Being around you – with you… it scares me. I wish that it didn't. I wish that I could be more like you, and say damn the consequences, but that isn't me. You scare me." She repeated, hoping he could find some way to understand what she was trying to say.

He laughed, a soft warm sound.

"You think that's funny?" She stared back at him confused. She was trying to rip herself open for him, and he was laughing.

He nodded. "You terrify me." His voice was barely above a whisper, and his words floated away with the wind as quickly as they'd been spoken. Blair heard him though, and it shocked her.

"Why?" She squeaked, barely able to contain her astonished reaction.

Chuck released her hand, and withdrew from her both physically and emotionally. It felt like a blow to the head when he did it, but Blair did her best to contain herself. She was like an addict where Chuck was concerned. She just needed one more hit… then it was never enough.

"I hate these conversations. I hate this back and forth that we keep doing." He turned to Blair, something new and frightening blazing in his eyes. "I don't play games."

Blair shook her head. She couldn't let him get away with that. "You're the master at playing games, Chuck."

He gritted his teeth, and glanced between her and the water, before finally nodding. "Fair enough. I'm not playing games with you." Blair huffed at this. She couldn't help herself. "I'm not," he responded with pure conviction. He believed every word he was saying.

"Then what is all of this? Huh? You act like you want to be around me. You invite me to basically everywhere you go, and you give me Hell when I don't come. You tell me that you need me, and you make me believe it…" Her voice cracked, and tears stung at her eyes. If she cried in front of him she would die. She steeled herself back up, and forged on. "And then you bring Georgina Sparks on this trip, and basically suck her face off right in front of me, and then you…" Blair couldn't finish. She didn't want to think about their rendezvous on the airplane right now.

"Then I what?" His response was quiet, almost pleading.

"I don't know what you want from me," she admitted. It felt like defeat, and it was a bitter taste in her mouth. She couldn't live like this any longer though. She couldn't tip toe around what she felt for him, and she was so sick of guessing at what he felt for her. "You can't kiss me, and touch me… You can't do that, and then expect everything to just be fine."

Chuck closed his eyes, but she didn't miss the deep regret hiding in them before he did.

"That shouldn't have happened." Blair scoffed, but said nothing. If he started going on and on about it being a mistake she was really going to push him into the ocean. "Blair, please look at me." He'd lost his trademark self-assurance, and that jolted Blair more than anything previously had.

"You're going to break my heart." It was a soft murmur that slipped out before she could even stop herself. Cold hard fact. She saw it all before her as she looked at him. She'd been avoiding this truth since the moment she'd met him, but in that moment it was standing there like a living, breathing thing, screaming in her face. Everything people had warned her about was a reality. He was going to break her. Maybe, he already had.

He bowed his head, but she didn't look away from him. She couldn't. He surprised her when he started speaking. She thought for sure they were done then.

"I don't know why I do some of the things I do… Sometimes it's just easier to be what everyone expects – what I expect than…" He looked up and finally met her eyes again. There was something so imploring in his, so desperate, that it sucked all of the air out of her lungs. "I shouldn't have brought Georgina. I knew it when she asked me if she could come, and I did it anyway. I shouldn't have let what happened between us happen. I knew that, and I didn't care. I can't… I don't always think around you, Blair."

"There you go being all cryptic again." She snapped at him furiously. He'd pushed her beyond her limits for the day. She had to get away from him. He opened his mouth to respond, but she shook her head. "I can't do this anymore." She started to walk away, but he reached out grabbing her hand, and pulling her back in.

"I don't want Georgina. I never have. She's just another way to bury all the shit I can't handle thinking about. You're not like that for me. You're different, and that scares me, and it makes me do all kinds of shit I shouldn't do. I shouldn't even be saying this to you, because you're right… I'll break your heart, Blair." His admission landed with a heavy thud upon them both, and before she could even think up a response he dropped her hand, and walked away from her.

She didn't follow him.