A/N: Alright, so this is going to take place after 2.14. obviously I don't own gossip girl, because if I did, chuck and blair would be married by now. At first, its going to start off a little slow, but this chapter and the next one will be leading me into the main part of my story. Anyways, hope you like it (: reviews would be total love. xoxo, Ash.

Blair slipped in the limo next to chuck, after her brief word with jack. She lay her head down on chuck's shoulder, and he rested his chin on the top of her head, gently. It was easy to see, that they were both completely exhausted.

They sat like that in a comfortable silence for at least ten minutes, Blair every so often squeezing Chuck's hand, which she'd taken hold of, in a loving gesture, at the beginning of the ride. She was just happy he was okay.

Lord only knows what she would have done, if he had jumped. At this point, he was the most important thing to her. High school, stupid drama, that lot of old gossiping hens that called themselves grown women, and even getting in to yale, were the farthest things from her mind. He was all she needed. If he wasn't okay, she could kiss everything else good by anyways, because she'd fall apart without him.

She wanted to be there for him, through all the pain he was going through. She knew, the pain he was feeling must have been indescribable, because the pain she herself was feeling, was bad enough. Blair was so scared to loose him, so scared not to have him in her life anymore, that she was frantic to do anything to save him.

She remembered, just earlier that day, looking in his eyes in the courtyard, and seeing them vacant. Normally, they were her favorite, beautiful hazel brown color, full of life with a slight bit of darkness, and mischievous glint. Just like him. Some times, she'd even look into them, and they'd be filled with love, a look that was reserved just for her, but lasted only a moment. But when she'd looked into them, earlier that afternoon, there was nothing. Complete nothingness. Her Chuck had been gone.

Suddenly, their silence was interrupted. "Miss Waldorf, would you like me to take you to your house first, and then I'll drop off Mr. Bass at the palace?" Chuck's chauffer asked, rolling down the divider, between them and him. Blair thought for a moment. She wasn't about to just have him be dropped off at the palace. He was drunk, on an empty stomach, smelled to be in great need of a shower, and by the way he was sleeping, head resting on hers, he was in need of a good night of sleep.

And surely Jenna and Christie, or whatever those whores' names from room service were, weren't going to be taking care of him like Blair would. They'd do nothing but give him more bottles of vodka, and traipse around in their lingerie. Nope, leaving chuck to his own devices was a bad idea. She could always stay the night at the palace with him….but somehow, it just didn't seem homey enough. Plus, it had to bring him memories of his dad. After all, it was his dad's hotel.

"Thanks, Marvin, but I think you can just drop us off at my house. I'll let chuck stay the night. I don't want to just leave him," Blair said, softly, knowing that Chuck was asleep and not wanting to wake him up. If she did, before they got to her place, he'd probably insist upon going home. But as much as she was sure he'd never admit it, for once, he needed someone to take care of him.

They rode the rest of the way in silence, as chuck was sleeping. Blair just watched him sleep. It was strange, because before she'd never really gotten a chance to do so. And he was so peaceful as he slept. Every trace of inner turmoil that had been written all over him in his expressions, was gone. Blair couldn't help but to run her hand along his cheek, feeling his soft skin. It was the only time she'd use such a motherly gesture; while he was fast asleep.

Time went by slowly during that limo ride. But then, chuck's driver interrupted her, yet again. "Miss Waldorf. We're here," he announced, coming around to the other side to open the door for her. Blair glanced down at Chuck, hating that she was going to have to wake him up when he was so deep in sleep, but she had no other choice. There was no way in hell she was carrying him.

She softly whispered his name in his ear, waking him up, and pulling his hand softly, as she got out of the limo. He looked at her in s a daze at first, having just woken up, but then he realized that she expected him to get out too. "Blair, I'm fine. I'll see you tomorrow at the will reading," Chuck said, rubbing his eyes. Blair stood outside of the limo, looking in on him. There was no way she was letting him go home to the palace.

"Just stay with me. You smell like a brothel, need food in your stomach, and a good nights sleep, which I highly doubt you're going to get, when you have those two whores from room service, Jenna and Christie, or whatever, knocking on your door," Blair said, looking at him pointedly.

Chuck smirked at her. "Its Jessica and Cecelia, actually," he added, lazily, infuriating Blair. He wanted to believe that he didn't need her help. He was Chuck Bass, and he didn't need Blair Waldorf to baby sit him.

"Chuck. Please." Blair stood there, outside of the limo, the icy cold wind whipping through her hair. She wasn't leaving until he came with her. She was worried about him, and she wanted to make sure he was okay. As Nate had once put it, it was down right maternal, although Blair would deny that statement.

"I'm worried about you," Blair said softly this time, her brown eyes meeting his hazel ones. She didn't want to have to say that, to seem so needy that he come with her, but it was true. Chuck's eyes flickered. "Fine, Waldorf," he said, stepping out of the limo, next to her.

She led him into the elevator and they took it up to Blair's penthouse, where they were immediately met by Dorota, "Dorota. Looking lovely, as always," Chuck said to her, with a smirk on his face. "Zank you, Meester Chuck," Dorota responded, shaking her head. She'd grown accustomed to Chuck's ways by now.

"Dorota! Grab me a bottle of water, and two aspirins," Blair demanded. "Yes Miz, Blair," she said, running off, toward the kitchen. Blair knew the lecture would be coming later. She'd hear at least a few 'god is watchings', several 'separate bedrooms' and maybe one or two 'don't do anything you wouldn't do in church'. Not that that last one would have stopped chuck and Blair under normal circumstances.

But tonight would be no normal circumstances. She just wanted to be his friend. Make sure he was okay. Yes, she loved him. That hadn't gone away. She'd always love him. No matter what he did, what happened between them, she'd always love him. But he was in no place for them to be together. And she was okay with that.

Blair pulled Chuck off to her room, and sat down on her bed, and he sat down next to her. They sat for a little bit like that, and he was quiet. But he'd had a long night, and Blair understood. But that was when she got a whiff of exactly what he smelled like. He smelled like the floor of a bar. And like he hadn't showered in a good few days. There was no way she was sleeping in the same bed with him like that. And she wasn't planning on making him sleep in the guest room.

"Chuck. How long has it been since you've had a shower?" Blair asked, her eyebrows raised. "if you count the shower with the girls from room service, then three days ago," Chuck said, smirking at her disgust. "I shouldn't have asked. But you're taking a shower before you get in my bed."

"Sharing beds, are we Waldorf? Its been a while." Blair rolled her eyes. The forty minutes of sleep in the limo seemed to have woken him up a bit. He was already acting more like himself. "Not like that, Basshole," Blair said, playfully hitting him before grabbing his hand and pulling him toward her bathroom. He resisted, pulling back toward her room.

"come on chuck. You smell like a brothel!" Blair said, her face contorting in a look of disgust. Chuck smirked at her. "I'm only getting in that shower, if you're getting in there with me," he replied, looking her up and down. Blair rolled her eyes at this. No matter how broken Chuck Bass was, he still had the same thing he always did on his mind.

"Chuck. I am not taking a shower with you" Blair said, grabbing a towel off her towel racks and throwing it at him. "Come on, Blair bear. You said you were worried about me. What if I need some help in there?" he said, the nick name her father always called her, sounding sarcastic. "I think you should be fine," Blair quipped before turning on the shower water, and walking out of the room.

Chuck finally did get in the shower, after Blair had left. Ten minutes later, he emerged from her bathroom, wearing nothing but a towel. Blair was laying on her bed, reading Vogue, when she looked up and saw him. God. He looked…well, amazing. If she wasn't trying to be platonic with him, she would have ripped the towel off of him and thrown him down on the bed.

But no. She wasn't going to. And she wasn't going to stare either. Even though she probably already had for a bit too long. "I know you thought you had this all worked out, Waldorf, but what exactly do you expect me to sleep in?" chuck asked, standing in the middle of her room, water dripping from his wet hair down to her wood floor.

"Its not like I can borrow anything from Cyrus. The man's clothes would be too small for you." Blair nodded in agreement. Cyrus's pajama pants would be up to Chuck's knees. And just when Blair was thinking of what to do, Dorota walked in. The woman looked shocked at the sight of Chuck in nothing but a towel, and then looked to Blair with scorn.

"Miz Blair! Vat is going on in zere?" she asked, her polish accent thick. "Just got out of the shower," Chuck drawled, looking her up and down, further making Dorota more uncomfortable. "Miz Blair! Vy is Meester Chuck showering zere?" She asked, trying to get the story straight. Dorota knew well, that when it came to Blair and Chuck, there was hardly ever an uncomplicated answer.

"He's staying the night, Dorota. I wasn't going to let him go home the night before the will reading, because he certainly wouldn't get adequate sleep there," Blair said, calmly. "Oh, and Dorota, when daddy left, my mother put the rest of his clothes in the storage closet. Can you please get me a pair of pajamas?"

Dorota made several sounds of disapproval, before sighing, and turning around to leave. But before she'd walked out the door of Blair's bedroom, she spun around and looked authoritative at the two of them. "Remember! God is always vatching!"

In a few moments, Dorota was back with the pajamas, a pair of flannel ones that had used to be her dad's. Chuck put them on in the bathroom, and when he came back, Blair had changed into what she was wearing to sleep in, too. She already lay on the bed, in a black silky camisole, and thin, little short silky shorts, with ruffles at the bottom. She looked beautiful, no make up and her hair pulled back in a low ponytail. Chuck had seen her in every state possible, and he had to say, she always looked the most beautiful like that.

Blair looked up. "What are you staring at, Bass?" Blair asked, looking up at him from her place on the bed. "Why Waldorf. If I didn't know better, I'd say you were trying to seduce me in that garment," Chuck smirked at her. "I am not!" Blair responded, before pulling back the covers, and getting under them. She motioned for Chuck to follow. And they lay down in silence. She was tired. He was exhausted.

Blair drifted off the sleep within a few minutes after she flicked the light off. But Chuck didn't. He lie awake in Blair's bed, next to her but far enough away so that he wasn't touching her, deep in thought. The will reading was just hours away. It was the moment for his dad to remind him what a failure he'd always thought Chuck was, from the grave. He didn't expect to get the company. His dad would never trust him with that.

His dad never thought he was good enough for anything. In fact, Chuck wondered if the man had loved him, at points. He was always the unwanted child, the one that his dad would push away as far as he could. When all the other kids had birthday parties, Chuck got checks from his dad. No card. No sentimental stuff. Just money.

But Chuck knew he deserved it. All he ever did was mess up. He messed up things with Blair, more times than he could count. He screwed up more times in front of his dad than anyone else. No wonder his dad had no faith in him. He didn't do anything right. All the could do was fuck up things.

In fact, that was a harsher version of one of the last things his father had said to him. When he'd called his dad to tell him that the whore he'd married was rendezvousing with her Brooklyn lover. And because of that call, his father was dead. He could have stayed the damn hell out of it, and his father would still be alive.

Chuck had tried to blame Lilly for it. Tried so damn hard. He'd tried to blame Humphrey's dad for it. But deep down, if he'd just stayed out of things, he knew his father would still be here. But no. He had to fuck up.

And with that last thought of his father's death, a damn that Chuck had been holding in for weeks, finally broke. Tears slid down his cheeks, and sobs came from his chest, finally letting out all the emotion that he'd held in. He tried to hold back the tear because the last thing he wanted to do was be fucking weak. Chuck Bass never cried. But it wasn't stopping, no matter how hard he squeezed his eyes shut.

Blair was woken by the sound of sobbing, and she turned over to see Chuck crying. The look on his face was tormented, and he was clutching her pillow like a lifeline, as if it could help him. She felt the pain he was feeling; it ripped through her like a silver bullet. And she knew nothing to do but to wrap her arms around him, hold him tight and let him cry on her shoulder. She held him as tightly as she could, her arms wrapped around him, and her face buried in his chest. It felt so intimate to know that she was the only one who ever saw him cry, yet she hated the pain she knew he was going through.

She wanted to take his pain away. "Shhhhhh," She whispered, soothingly in his ear, rubbing his back as she did so. "Its okay," Blair repeated, as if giving him a mantra. But she wanted him to know that it was okay for him to cry. And within a few minutes, she was crying too. Crying for him.

"I'm sorry," Chuck whispered, through choked out sobs, squeezing her tighter to him. "You have nothing to be for," Blair whispered in his ear, moving closer to him, until there was no space left. And together they cried; cried until they fell asleep in each other's arms.