Blair spent the next few days gliding through classes easily, and leaving as quickly as possible. It was almost as if she didn't exist, nobody bothered her, the occasional snicker, but everyone seemed to think her scandal was old news. It was as if she was invisible. She spent every lunch time in the library with her English teacher discussing their favourite literature and authors. He had incredible insight into character's behaviours and actions that Blair hadn't even noticed before. It wasn't until they went over Fitzgerald's work that she realised; she was actually having fun, enjoying herself. It gave her a reason to stay at school, instead of fleeing.

Despite Humphrey's pathetic attempts of evoking a romance fantasy in his mind, they were just friends, purely platonic. She just liked spending time with him, he made her feel like an adult, and equal. Whenever she was with Nate, she felt like he was a child and she constantly had to look after him, and with Chuck, it was as if he was consistently patronising her and treating her like a child. Blair had never met anyone that gave her a chance.

So like every other day in the past fortnight, she sat with Mr Benson in their secret spot at lunch time. She sat cross legged on the desk waiting for his arrival while fetching her copy of The Great Gatsby from her bag.

She grinned when she spotted him jogging towards her.

"What are you—"

"Shhhhhh," he said pressing a finger against her lips.

Blair raised an eyebrow wondering why they had to keep down.

He took his hand away, and surveyed the area.

"No one's here, why so secretive?" Blair asked whispering and playing along.

"Your favourite?" He smiled grabbing two raspberry yogurts out of his bag.

"You're going to get us into trouble," Blair hissed.

"Well we'll just have to be sneaky wont we?" He ginned handing her yogurt.

Blair smiled back and cautiously opened it.

"But for future reference. Blueberry is my favourite," she shrugged taking a spoon.

"I'm sorry your highness" he mocked.

Yes, maybe he was just mocking her princess attitude. But made her slightly nostalgic of when she was queen. It was perfect, a bunch a loyal followers, a white night, and a kingdom she ruled. She hadn't been checking gossip girl lately, but according to Serena's occasional rants, Little J from Brooklyn was now queen. She had least expected Penelope or Hazel to take over, but Little J? Seriously? She thought even Penelope would be against a foreign queen.

"So what are you plans for the weekend," he inquired. "Attending a tea party or two?"

"Nope, just your regular high class brunch," she chuckled.

She had never really joked about her financial and social status before, it seemed so important. But now, she realised how silly it really was. This must be how Dan saw it.

"Actually, I was thinking of attending this art showing, it has all these paintings of classic movies," she explained. "Although it is in Queens."

"No way! My friend is organising that event. " he exclaimed. "I was thinking of going too, might see you there."

"Yea, maybe. See you in class," Blair waved walking out.

XOXOxoxoXOXOxoxoXOXOxoxoXOXO xoxoXOXO XOXOxoxoXOXOxoxoXOXOxoxoXOXO xoxoXOXO

Blair walked out into the courtyard for her spare period. Mr Benson was teaching, and she felt like she needed some fresh air instead of being cooped up in the dark library all day. She sat at bench and began to read he chemistry text book, until she spotted a shadow behind her.

"I'm honestly considering a restraining order," she remarked continuing to read her book.

"I wasn't… look, Blair, I just thought you could use a friend," he explained taking the seat opposite her.

"Look, Humphrey; just because your dating my best friend doesn't mean we're friends, ok?"

"Well, after the day at your mum's shoot, I thought—"

"I was having bad day," she turned and looked straight at him. "Just because you told me about your pathetic problems, doesn't mean we share some everlasting bond."

Dan nodded and looked down towards his fiddling hands.

"Ok. I'm sorry, I'll back off," he apologized.

Blair watched him as he began to take some books out of his bag and set them on the table.

"What do you think you doing?" Blair raised her eyebrows.

"Just studying, like you," he shrugged. "Just two barley acquainted students, hitting the books in the school courtyard.

Ok, you win this one Blair thought. 'Nicely played Brooklyn'. I guess, it was just as humiliating sitting with the scholarship kid in public, as it was to be alone. It's not like anyone could ridicule her more, it was only fitting the two kids in the school with the lowest reputations be found together.

XOXOxoxoXOXOxoxoXOXOxoxoXOXO xoxoXOXOxoxoXOXOxoxoXOXOxoxo XOXOxoxoXOXOxoxoXOXO

Blair stood at the entrance of her closet, wondering what to wear tonight. It was art gallery, for some very classy, elegant movies. But, then again, it was in Queens, presumably run buy some dirty hipsters trying to be old school. She didn't want to stick out and turn up over dressed, especially since Mr Benson might be there. Deciding she would rather be underdressed than over dressed, she settled for a pair of dark blue skinny jeans, a white lace top, a black leather jacket, and her high heel black boots. Yes, Blair Waldorf owns a leather jacket. Eleanor brought it back with her France once, claiming all the young people wore them, Blair determined to avoid looking like a lower class biker discarded it to the back of her closet. Blair slicked her hair into a ponytail and applied some more eyeliner.

Usually she would never go anywhere by herself, as a child she always assisted on dragging Nate where ever she went (maybe just because she didn't trust him with Serena). But that was right, Blair Waldorf, travelling alone to some indie art gallery in Queens.

She walked into the gallery and immediately felt a wave of comfort. Nobody here knew who she was; they didn't know her scandals, or current social standing. She was a stranger, one of the masses.

She placed her jacket in the coat room and began to walk around.

The first piece she looked at was an old photo of Audrey Hepburn.

"Hey you," a familiar voice greeted her. "So you decided to come."

She turned around to face her English teacher. He wore navy shirt, open collar, with Black jeans and converse. Now she was glad she decided on her 'dressed down' look, everyone here was even more casual then her. She wasn't on the UES anymore.

"Yea, wouldn't miss it," she smiled turning back to the photo.

"You an Audrey fan?" he asked now standing beside her.

"More than a fan, she's my idol," Blair explained.

They stood there in comfortable silence for a while, it was soothing, easy. She was never one to stand and appreciate art for hours, but this was different.

"Come-on, I'll show you my favourite," he offered his hand to her.

Platonic, purely platonic.

She smiled back at him and took his hand while he led her across the gallery. He picked up the pace to an almost run, which Blair found herself struggling to keep up with in her heals.

He led her out onto a balcony. The view. It was truly incredible, you could see the whole city, the lights, the buildings.

Chuck liked rooftops

Argh! She was pathetic, why couldn't she just move on. Everyone else had, but no. She continued to live in the past pining over her ex's. From now on, she was just going to enjoy the moment, enjoy the company.

"It makes me feel so insignificant," he confessed.

"How is that a good thing?"

Feeling insignificant? Whenever she looked out at the city she felt powerful, influential.

"Well, it reminds me, that all those people who believe their so important and superior, they're really just one of the millions of people that live there," he explains holding onto the railing of the balcony. "They're not that special, none of us are."

Maybe he was right. Being queen? She just happened to rise to power, but she wasn't that special, she wasn't more significant than everyone else. Sure she had better taste, but that didn't make her more special. *

"I used to think I was special," Blair admitted leaning against the railing next to him. "Like it was my birth right to be superior in every way."

"And that's changed?" he asked looked at her.

"You've given me knew perspective," she smiled.

"I am honoured milady," he exclaimed poshly. "To change the Queen of Manhattan! Such an achievement"

"How'd you know I was Queen?" Blair snapped. She thought he didn't know anything about her former ruling, that's what she liked about talking to him. She felt as if he was the only that didn't judge her for her past.

"People talk,' he explained. "All I heard was that you were a much better dictator than this new girl, and now you're dethroned or something."

She would always be a better ruler than Little J or Penelope. Both girls lacked the basic know how, not to mention their taste was appalling.

"Don't mock," she silenced him. "High School hierarchy is very serious."

"I'm sure it is," he chuckled. "May I ask who dethroned you?"

"Penelope," she muttered.

"Ah yes, that one with obscenely big… nose, she has a very large nose," he sighed."She quite the flirtatious one."

"Flirtatious? She's a skank," Blair snarled.

They stood in silence for a while, just watching the car and building lights. She hadn't realised how close she was to him before, the hairs on her arms prickled up to the feel of his arm pressed against hers. She felt her skin immediately heat up.

"Benjamin, there you are," a voice slurred.

An obviously drunk man with blonde wavy hair stumbled in to face the two of them.

"Who are you?" he grinned sleazily.

His eyes raked up and down Blair's body whilst smirking. He made Blair feel sick, there was a terrifying hunger of lust in his eyes that made her feel very uncomfortable.

To her surprise she felt Mr Benson put an arm protectively around her waist.

"Colin, this is my friend Blair," he introduced her gripping her tight.

He sauntered up to her and grabbed her hand and kissed it sloppily.

"Pleasure," he slurred, his breath sticking of whiskey. "Where did you find this one Benny? She looks quite tasty."

She appreciated Mr Benson's arm around her, otherwise she might have been scared this Colin would do something.

"Shouldn't you be going mate?" Ben dismissed him.

Colin gave Blair one last wink and stumbled back into the main room.

As they watched him go, Mr Benson removed his arm.

"Sorry," he apologized. "He's not the most upstanding guy."

"It's fine," she assured him. "I used to be friends with Chuck Bass, I'm used to it."

Really Blair? Really? Mentioning the ex is a bad move.

"Ah yes, I do have the pleasure of teaching that young man," he rolled his eyes. "Never lifts a pen.'

Chuck had real potential; he just didn't believe he did. If he applied himself he could certainly achieve the same marks, if not better than when he cheats.

It was getting late, Blair just wanted to get home and relax, maybe do some of that chemistry homework that's waiting for her.

"Mr Bens—"

"Ben."

"What?"

"Blair, we're not in school," he commented. "You can call me Ben."

"Oh right, ummm. It's been fun, but I should probably be getting home… Ben," she sighed.

"Yea, of course, me too," he smiled. "We could share a cab? Well, I live on the way to the UES, so I could get dropped off on the way?" he suggested.

Yes, he was a teacher. And yes she was hanging out with him after school hours. But taking a cab together? Was that crossing some sort of line? It wasn't like she was having an affair, it was just an innocent cab ride home.

"Sure," Blair smiled and began to walk with him to the coat room.

Being a lower class gallery in Queens, they didn't have a coat check, just a musky smelling room.

Ben grabbed his suit jacket, but Blair couldn't find her leather jacket anywhere. Of course, just her luck, the one time she goes to Queen's her jacket is stolen. At least it wasn't Prada.

"Did you find your coat?"

"You know what? I just realised I forgot to bring one tonight," Blair lied.

She didn't know why, but she felt really embarrassed that her jacket was stolen, she already felt like she didn't belong here, but this was just confirming her fears.**

"Oh here, take mine, it'll be really cold outside," he offered, taking his coat off.

He came around and stood very close behind her. Blair could feel him pushed up against her. She raised her arms, as he slowly put his coat on her. She felt his breath on the back of her neck, it was intoxicating.

He grabbed her hand, and held it as they walked onto the street to find a cab already waiting. She was glad for the coat, it was freezing.

He gave the driver his address as they got in the cab.

"I sometimes like to pretend I'm Holden when I'm in a cab," he admitted as they drive off.

"Why am I not surprised."

He just stared at her smiling, nothing needed to be said, it was comfortable. The taxi stopped outside his house.

"Crap, I'm sorry Blair," he apologized. "I only have enough for my place—"

"Its fine," she assured him. "Upper East Side, remember? I can cover it."

"I owe you one cab ride," he settled. "Until next time milady," he smiled kissing her hand and exiting the cab.

"Bye. Oh here's your coat," she took off and handed him his coat back.

He nodded thanking her, and shut the door.

Once he was gone, the taxi took off again.

"Where on the Upper East Side miss?" the driver asked.

Before she answered Blair reached into her coat pocket for her purse… but she had no coat. She realised she had no money. He driver must have seen her startled look.

"You got enough money?" he asked pulling over.

"No, I left my wallet somewhere. When we arrive I can run upstairs and get you money," she suggested.

"No. No money, no ride," he ordered signalling her to exit the cab.

XOXOxoxoXOXOxoxoXOXOxoxoXOXO xoxoXOXOxoxoXOXOxoxoXOXOxoxo XOXOxoxoXOXOxoxoXOXO

Well this is just great. Walking alone, in the dark, with no cell phone, in god knows where. She was sure to die. It was definite. If not by some act of crime, then defiantly by this cold. This must be the world telling her to stay on the UES and never ever go anywhere else.

"Hey baby, how you doing?"

Blair turned around to find Colin, the man from the party… who was evidently still drunk.

"What a big coincidence," he grimaced. "The world must be telling us something."

He grabbed her hips and pulled her right against him sniffing her hair.

"Ew, Don't," Blair pushed him away.

Suddenly a limo pulled up to curb next to her. Of course. She recognised that limo.

The door opened and sure enough revealed the young Bass heir.

"What the hell do you think you're doing!?" Chuck growled signalling her to get in.

She rolled her eyes and all too happily hopped in the limo (quickly checking for any skanks Chuck might be hiding). Sure, this was not her most desired situation, but it was certainly better than the latter.

"She crawled over to the other side, while Chuck slammed the door and told Arthur to drive.

"Jesus Blair! What were you thinking!?" he yelled. "God knows, what's out there, who! This is a bad neighbourhood."

"Just leave it Chuck," she snapped. "I lost my wallet and my cell, ok."

He became aware of the absence of her jacket too.

"Jesus, you're freezing," he commented looking at the goose bumps on her skin. "Here," he took off his ridiculous purple suit jacket and put it around her.

If only he knew, she had another man's coat on less than an hour ago.

He looked extremely angry, but seemed to calm and down and look concerned.

"Blair," he whispered softly. "Were you robbed? Did that guy do something to you?"

Blair turned to look at Chuck who was close next to her looking the saddest he ever had been. He looked so vulnerable and innocent, never capable of anything destructive.

"What? No. I lost it at a thing I was at," she explained being as vague as possible.

Blair was still shaking. Chuck noticed this and shifted closer to her putting his arms around her to warm her up.

Usually Blair would have rejected such affection, but she had to admit he was rather warm. She leaned into him and put her arms around him also. The two teenagers sat there hugging, as Blair felt tears run down her cheeks. She had no idea why she was crying, but the tears just kept coming. She hated people seeing her vulnerable, but luckily her face was hidden.

Eventually Blair fell asleep on Chuck's lap. He carried her inside when they arrived at her house. He layed her down on her bed, taking off her shoes and pulling the blankets over her. Debating whether to or not to, he eventually kicked off his own shoes and joined her. She wouldn't want to be alone right now; he just wanted to make her feel safe. As he put an arm around her shoulder she snuggled up against him placing and arm around his waist and entwining their legs.

He watched her sleep peacefully.

"I love you," he whispered kissing her temple, then leaning back to go to sleep. He could lie here forever.

A/N:

* Character growth! :O Sorry for being so obvious, I lack subtly sometimes.

** Totally happened to me once. I don t know why, but I was too embarrassed to tell people someone stole my jacket.

Anyway, I've had a rough week. I just started university, which alone was pretty scary. But unfortunately my friend, who I was supposed to move out with and go to university with, recently took her own life. So not only her tragic death, I currently find myself homeless… and I really don't want to move back in with my parents.

Yay Chair! Something may happen soon, so I wouldn't cancel Mr Benson out just yet. But as always: I promise a Chair endgame.

Please review Tell me what you think? Anyone like Mr Benson (I'm trying to make him seem nice, but a lot of it seems a little creepy, sorry)