Disclaimer - I own none of the characters in this story regardless of if i wish i did :)

"Oh for crying out loud Humphrey!" Blair exclaimed as she pulled Dan towards her.

As soon as their lips met something inside of Blair shifted, this couldn't be happening, this was Humphrey for crying out loud, there was no way Humphrey's lips could be making her feel like this.

Putting her hand behind his neck, Blair pulled Dan closer while pressing her body flush against his. Finally taking initiative Dan wrapped his arms around Blair's waist and hugged her closer as his lips continued to explore hers. Humphrey's lips felt good on hers and he definitely knew what he was doing, but this couldn't be happening. This was a kiss to test that there was nothing between them, not a kiss make her aware that there was definitely feelings there.

Dan pulled away and slowly looked at Blair whose eyes were still closed.

"Blair" he whispered softly

Blair immediately opened her eyes and he could see the panic behind them before she quickly decided to hide it.

"Well Humphrey, I hope you got your answer, there's absolutely nothing between us" Blair stated.

'Blair" Dan spoke softly while still looking at her.

"What" she snapped

There was no time to answer as the elevator to the pent house chimed alerting them that someone was coming up.

" Just follow my lead, it's probably Serena getting home so you'll just have to pretend you came her to make sure that she was okay." Blair stated leaving no room for argument.

The elevator opened and Serena walked out followed by Chuck. Blair gave a swift look to Dan before turning her attention to Serena and Chuck.

" Dan what are you doing here?" Serena stopped abruptly after seeing him standing next to Blair.

"He stopped by to make sure you were okay, I was just about to call you?" Blair interrupted before Dan had time to respond.

"Oh" Serena smiled "that's really sweet"

Finally turning to the last of the quartet in the room, Blair finally noticed the dead look in Chuck's eyes.

"Chuck are you okay" she asked concerned.

"I need to talk to you alone" Chuck stated walking pass her and up the stairs towards her room.

She turned towards Serena who shrugged her shoulder.

"B something happened tonight, but he won't say it is, he just kept saying that he needed to talk to you." Serena said before turning to Dan " do you want to come up for a bit?" she smiled at him.

Blair eyes quickly jumped up to look at Dan waiting for his response.

"Actually Serena, I think I'm going to head back to the loft, I just wanted to make sure you were okay" Dan said as he started to walk towards the elevator " I'll see you around"

"Okay" Serena responded, more than a little confused by Dans' quick departure.

Dan walked towards the elevator turning around once he was inside to look straight at Blair who he found was looking straight back at him. He kept looking at her until the elevator door closed and after that she turned towards Serena.

" Well that was a bit odd" Serena said

"Well that's Humphrey for you, I've been trying to tell you how odd he was since high school" Blair quickly stated. "are you sure your okay S, I mean after you mom and everything?" Blair asked moving closer to her best friend

"Yeah, I mean , this is the easy part when the trial starts I'll need you to pull out the good wine and chocolate chip ice - cream once I get home" Serena smiled

"Got it" Blair hugged her

" You should probably go check on Chuck though" Serena said looking up towards Blair room.

"I know" Blair sighed as she turned towards the stair case " I guess I'll see you in the morning"

As Blair mounted the stairs she thought about the night that lay ahead of her and having to deal with Chuck, she also couldn't help but remember a night she had spent on a couch in a loft in Brooklyn and how much she wished that she was repeating that night instead.