Blair and Ben took a seat in the restaurant opposite one another. It felt strange going out for dinner. Since her slide in the social ladder Blair hadn't really gone out in public that much, besides the occasional shopping trip; because no matter how sad your social life is, you're only going to make things worse for yourself wearing last season's outfits.

"This actually quite good," Ben admitted. "But still nothing compared to the real stuff in Japan."

"You've been?" Blair inquired.

"Yea, a few years ago I moved with my dad for his job," he explained taking another bite of his sushi.

"Have you tried the oknomiyaki?"

He dad took her to Japan when she was younger for a business trips; she used to love looking at all the temples in Kyoto, and patting the dear in Nara.

"In Hiroshima? Oh yeaa, love it."

She couldn't believe she was just sitting here talking about food with her English teacher, while her sort of not boyfriend did god knows what god knows where.

"Are you alright?" he asked.

Blair contemplated for a while. Sure she was pissed off at Chuck for blowing her off, but if she had actually thought about it, she was kind of having fun. It was nice having intellectual conversation with someone.

"I'm fine," she assured him finishing off her sushi.

"Ok, it's just you seem a little upset," he explained.

"No, its fine. I'm just wondering about Chuck."

The last thing she wanted to do was go back home to her empty penthouse with thoughts consume Charles Bass clouding her head.

He nodded sympathetically.

"So what's your brilliant plan for tonight?" she asked changing the subject.

"Well, that stack of papers aren't going to grade themselves," he chuckled.

Blair felt her phone in her pocket buzz.

From: Gossip Girl

Looks like C has found a new Queen

Blair clicked on the attached photo to find a picture of Chuck and Penelope in a compromising situation at a bar.

Suddenly it felt as if her throat was about to close over and she could choke on the lump rising. Holding back the tears she tried to focus on what Ben was saying but it was as if everything was going in slow motion.

"Blair? Blair? Are you alright?" the muffled voice of Ben spoke.

Why would he do that? She thought they were on the road to recovery. Why the fuck would is he with Penelope? Was that why he blowed her off? To fuck the wannabe queen from Slutvile?

She heard the whispers of people nearby, the glances from preteens reading the blast. She felt suffocated, trapped; it got too hot, too hot to bear. *

She looked over at Ben's concerned face. He must have noticed how upset she was and payed the check, then lead her out the door into the street.

"Blair?" he asked once again.

Ben must have realised the cause for her slight discomfort and took her phone from her clutch, reading the blast that had just came out.

"Listen, Blair. I am so sorry," he winced looking at the photo.

"It's fine," she whispered. "It's not your fault. Should have expected it, I guess."

Blair looked broken. Fragile. Ben moved closer to her and wrapped his arms around her shaking body.

At first she didn't know what to do, but soon realised he wasn't like Chuck. Ben wasn't there to take advantage of her. So she held onto him tight and sobbed into his shirt refusing to look up.

"Come on, I'll take you home," he whispered soothingly.

XOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXO

How could she be so stupid? After swearing off Chuck's bullshit, and telling herself to keep away. The first thing she did was run straight back into his arms, only to leave him bored with her again.

She didn't want to go home she didn't want to sleep in the bed he laid in with her just a few nights before. She didn't want to smell his musky scent on her sheets, and she certainly didn't want to find a forgotten bow tie or scarf.

She looked over at Ben who was trying to concentrate on the road driving down a busy street towards her penthouse.

"I don't want to go home," she murmured.

"Oh… ummm, where do you want to go then?" He asked.

At any other time she would be a little exited to be sitting in such an attractive man's car alone with him. But she couldn't concentrate; she couldn't keep her mind off that Chuck basstard for longer than a second.

"A bar," she suggested. In typical Chuck bass style, she planned on drinking away her sorrows.

"I don't think that's such a good idea Blair, your underage and clearly upset—"

Blair shot him a look. This was no ordinary look, but rather a similar one used when a minion disobeyed or out spoke. Nobody messed with Blair Waldorf's bitch face.

"Ok then. A bar it is," he reluctantly agreed. "There's one a couple blocks away that's alright."

"No," she responded. "Nowhere on the Upper East Side, I need to get away from here."

She had enough of it. Betrayal and Lies of the Upper East Side, no wonder Humphrey had been so contempt on documenting their lives, it was toxic.

Ben drove them into Queens, a bar he recommended bellow his apartment.

XOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXO XOxoxoXOXOxoxoXOXOxoxoXOXO

"Ok Blair, I think you've had enough," Ben commented trying to take her drink away.

"Argh! You're not my father, just stop," Blair whined taking another sip.

Blair had drunken a lot more than someone of her weight usually would. What Ben didn't understand was how the UES kids started sipping champagne and their father's scotch from 11 years old. But unfortunately building up such a tolerance made it harder for Blair to be a drunk as she'd like to be.

"OK, fine," he surrendered not wanting to cause a scene.

They sat there in silence for while, until Blair finally broke it.

"We're friends, aren't we?" She asked meekly.

"Ummm yea, why?"

"It's just, I've never really had a friend," Blair admitted.

"That's crazy Blair; I heard you were the most popular girl in school."

"That's just the thing. I had minions and followers, who copied me out of fear, I had Nate, but we were never really friends. I fought too much with Serena to be labelled 'friends' and Chuck… well he and I will never be friends."

He nodded sympathetically .

"Do you have friends Ben?" Blair asked drowsily.

"Sure, a few," he stated casually.

"Tell me about them."

"Well there was Colin that you met the other night at the gallery," he began. "He really is a nice guy when he's sober, just a little intense when drunk."

"Like Chuck," Blair moaned.

"Yea, I guess he is a little like Chuck," he admitted.

He stared at Blair who was looking a little too nostalgic. She looked so broken, it wasn't fair.

"Blair, are you sure you don't want to go home, I'm happy to take you," he suggested once again.

I wasn't as if he didn't want to spend time with her, it's just she looked so miserable… and he was out drinking with his underage student.

"Argh! I'm so sorry," she apologized. "I must be such a bore right now. And I'm keeping you from correcting all those papers."

"It's alright, the papers can wait."

"Ok, you can take me home now," she caved getting up from her seat and paying the tab.

"Blair, you don't have to do that. I can cover it."

He really didn't understand her bottomless allowance.

"Oh come on Brooklyn boy, I'll show you how the rich kids on the UES live," she smirked grabbing his hand and walking out of the bar.

XOXOxoxoXOXOxoxoxXOXOxoxoXOXOxoxoXOXOxoxoXOXOoxoxX OXOxoxoxXOXOxoxoxOXOXxoxoX

The cab arrived out the front of her penthouse.

"Ummmm you live here?" he gaped.

She turned to smirk at him and exited the cab.

"Well are you coming?

She could see him mentally debating with himself whether or not to come. God she hoped he would.

"Fine, but just for a bit," he agreed hoping out of the cab.

She smiled victoriously; there was something ever so thrilling about crossing to the dark side. After all, it certainly could prove to be more fun living with questionable morals and ethics, pushing boundaries and rebelling against the rules of society. If only her mother could see her now.

"My maid would have gone home by now, so we have the place all to ourselves," she explained.

Sure it did seem like she was just asking for trouble inviting her teacher back to her home, but she still did have somewhat pure intentions. Maybe this was her low point, inviting a teacher over because no one else would talk to her.

"You have a lovely home," he noted choosing to ignore the fact that she had her own maid.

"I was thinking…" she began. "You have all those papers to mark, and such little time, but could help you and we could get it done twice as fast, then we could watch a movie or something,"

Blair held up her brand new copy of the Great Gatsby, DVD release dates were for the common, and Blair Waldolf was no common.

"You are my star student," he contemplated. "Usually I wouldn't let a student mark their classmate's exams, but I may make an exception. With of course the promise of pirated DVDs,' he winked.

"Ok deal," she smiled.

Ben reached for his bag and pulled out the essays.

After 20 minutes of intense explaining how to correct the essays they were already on their way.

Blair couldn't help but laugh at Penelope's failed attempts at using a big vocabulary, she had no idea how to use such words.

"OH! Here's a good one!" Blair laughed showing him the paper. "Then Holden doesn't sleep with the prostitute due to some mechanical problems."

Ben chuckled in response. It was truly remarkable how thick some of her class mates could be.

"Let me guess, a lacrosse player?"

"Oooooh, it so happens to be Mr vice captain of the lacrosse team, Duke."

"Of course," he grinned continuing to read it his essay.

His smile was mesmerising, he had such white straight teeth for someone from Brooklyn. And his hair, it was so effortlessly styled; not like the pretty man bangs of Nate, or the syled locks of… Chuck.

"You've been on that one for a while, really that bad?" Blair asked curiously.

"No, not at all. It's actually quite brilliant; this Dan Humphrey is truly a remarkable writer."

Argh he's so pretentious, why is she the only one who can see thorough the Brooklynites supposed 'talent'.

Blair looked over to what Ben was writing and glanced at the mark he gave Dan.

"No way!" Blair exclaimed. "Cabbage Patch got a higher mark than me!"

Even though her social status was slipping further and further down each day, Blair always prided herself at being the best. She received the top marks… well with the exception of Nelly Yuki.

"You should read it," he suggested. "It's fantastic."

Blair glanced at the messy handwriting of Dan Humphrey, as if he could have gotten a higher mark, her handwriting was actually legible.

If Dan kept up these marks, he would be a shoe in for Yale. But that couldn't happen, that wasn't part of the plan, if Dan Humphrey takes her place at Yale there will be hell to pay.

"Well maybe you should consider that you misinterpreted what Humphrey was trying to say, after all I'd be too easy with that appalling hand writing," Blair suggested.

"Blair, I'm sorry, I can't change a mark just because we're friends," he explained.

Oh fine, so he's ok with coming to a student's penthouse, but marking someone a little harsh, that's morally wrong.

"Well then maybe you could reconsider mine," she mumbled.

Instantly after saying that she felt a pang of regret, she didn't want Ben to think she was using him, she really enjoyed spending time with him.

She watched as Ben looked down in defeat and gathered his things.

"I didn't… I didn't mean that,' Blair apologized.

"I'm not just someone you can toy with and manipulate to get what you want Blair," he defended.

"Please please don't go," she pleaded.

Blair felt her phone vibrate in her pocket; she checked it to find a gossip girl blast containing another picture of Chuck. Although this time he and Penelope were standing together pressed up against one other.

"Why Blair, I'm obviously just a toy to you," he sighed grabbing slinging his bag over his shoulder.

"You're—you're not just a toy Ben," she assured him.

She didn't want to lose him too; she'd already lost everything, everyone else she couldn't bear to lose Ben. He just understood her, he wasn't a toy, and she genuinely liked spending time with him.

Ben rolled his eyes and began it walk toward the elevator.

She didn't know how to stop him from leaving so she did the only thing she thought of.

Blair ran in front of him and placed her hands on his cheeks. She pulled his face towards her, stood on her toes and kissed his lips. His lips were so soft and gentle, it was heaven, it was bliss. She felt his hands grab her waist and pull her closer to him, so taking the cue she wrapped her hands around his neck and pulled him into a deeper kiss.

"Blair," he moaned. "This wrong."

Ben pulled away from a hurt Blair.

"No its not," Blair pleaded leaning back towards him.

"Yes it is," he sighed. "I'll see you tomorrow," he whispered and kissed her temple before walking out.

Blair watched as he left. No one would ever stay, everyone left her eventually. She walked upstairs and hopped in the shower. She couldn't stop thinking of the kiss with Ben. She liked him, she really did, but she felt so dirty, and not like a good dirty how she felt with chuck. Chuck. Of course. Maybe nobody would ever compare to what she felt for Chuck, maybe she was destined to feel this way forever. She could never have Chuck, no matter how much she wanted him, he would always grow bored and need sluts like Penelope to keep him entertained. Tears poured down her face under the water.

Blair sat on the hot floor of the shower, curling into a ball weeping.

She thought her and Chuck were finally going to happen. She truly thought it was meant to be. She was kidding herself. Her feelings for Ben were nothing compared to the fireworks she felt for Chuck. The butterflies.

XOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXO XOxoxoXOXOxoxoXOXOxoxoXOXO

Chuck walked into the Waldorf penthouse flinging his jacket over the couch. He felt bad for blowing Blair off the way he did, he was just so jealous of the English teacher. Then again it was his fault she resulted to such company. While in class he couldn't stand the looks Mr Benson was giving Blair, it made him sick that someone else would desire Blair as much as he.

He walked past the lounge spotting a DVD. The Great Gatsby, it hadn't been opened yet. It made him feel even worse, that Blair was planning a lonely night watching a movie by herself.

Running up the stairs with the DVD he reached her bedroom, realising she was in the shower. He wanted to surprise her and watch the movie together, so he grabbed her laptop to play the DVD. He wasn't usually one for such movies, but he's do anything for Blair.

As he turned on her laptop he noticed the gossip girl page was open. Checking the latest blast he discovered various pictures of him and Penelope. His heart dropped. Suddenly he became very aware of the muffled cries coming from the bathroom.

He had to admit the photos did appear quite suggestive. One was even at an angle that made it appear as if he and Penelope were kissing. He prayed Blair would never believe he would touch that skank, but the muffled cries screamed otherwise.

He went to leave, knowing Blair wouldn't want to see him right now. But contrary to most of his tendencies, he didn't walk out the door. He perched himself on Blair's bed ready to face the consequences when she came out.

A/n: I know. I am a horrible person. I'm working on it. I seriously couldn't believe it's been over an entire month!

*Sort of what I experience when I get panic attacks. The really suck guys, just to let you know, they're not nearly as cool as when Tony Stark gets them :P

Ok, so don't mistake this for a reality show sob story or anything. But I've actually been in hospital for almost a month now, just got released. I'm just having a little trouble with… well… with life. That's right, I suck at living. (I'm so vague right ;)?) I've just kind of lost meaning or motivation if you like. Anyway, and university is super hard to catch up on, not really enjoying that too much, but oh well.

Anyway, here it is, sorry if you hated it, but it will get a little more interesting I swear!

PPPLLLEEEAAASSSSEEE RRREEEVVVIIIEEEWWWW