Blair stopped crying and pulled herself up turning off the shower. She could still hear her phone buzzing, probably another gossip girl blast of Chuck mounting the slut. Masochistically she reached for her phone to find someone was calling her.

'Hello?" She answered it.

"Hey Blair, I'm sorry, it's late," the voice spoke.

"Who is this?"

"Oh ummm… Dan… Dan Humphrey."

Ok so now not only is she so desperate for social interaction, the only people that will talk to her is a teacher and a scholarship kid. Maybe she should move to Brooklyn. Ew. As if.

"What is it Cabbage Patch?" she sighed.

"Are you ok? You just sound a little upset."

"I'm fine, now why are you calling?"

Did he really except her to pour out all her troubles and worries to him?

"Well I just thought I should let you know, that Chuck is up to something," he confessed.

Great another one of Humphrey's obligations to take the moral high ground.

"If you're talking about Penelope, I already know. I'm pretty sure the whole of New York knows by now."

"What? No, no, ummm I don't know how to say this, but Chuck's been blackmailing me to spy on you," he admitted cautiously.

Blair hung up.

Blackmail. She has always been a strong advocate for blackmail. But it was saved for when her and Chuck were scheming to take someone down, they would blackmail them together. They had a promise, never to play those games on each other, it was a code, a principle Blair actually was deluded into thinking he would stick by. But then again she never really could predict Chuck Bass. She thought she had him all figured out; knew his every move, then he pulls the Penelope stunt, and starts spying on her. Was it really so hard for him to just ask her questions, to spend time with her. But not, of course not. Chuck didn't want to be seen as weak, hence becoming the coward he is.

She scrolled though all her messages. 5 from Serena, 2 from her mom, 1 from… Penelope.

She opened the message from Penelope ready to face whatever lame insult she had.

Maybe you were right B. Chuck is definitely very talented in the bedroom department

-Queen P

XOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOoxoxOXOXOxoxoX OXOxoxoXOXOxoxoXOXOxoxo

Chuck waited patiently on Blair's bed trying hard not to pay attention to cries, it was too much, she was in so much pain… of his making.

"Chuck?"

He turned around to the figure emerging from the bathroom. She wore a big white fluffy robe. Her eyes looked all swollen and red, she was so devastatingly gorgeous.

"Thought you were busy tonight," she spat refusing to make eye contact.

She walked over to her mirror and began brushing the nonexistent knots out of her curls.

"It wasn't what it looked like," he insisted.

"Oh I'm sure."

"Blair," he whispered getting off the bed and approaching her from behind. "I swear nothing happened."

How could he lie to her like that? How could he play her? Was she really just another one of his toys?

"I would never do that to you," he assured her resting his chin on her shoulder.

"Yea?" she spun around to face him.

"Can you honestly say you've never slept with that slut?"

He hesitated. Sure he didn't sleep with her tonight, but maybe a long time ago. He vaguely remembered sleeping with her in freshman, or sophomore year, though she wasn't much to be remembered.

"That's what I thought," Blair snarled.

Blair just wanted him to hurt as much she did, so with that it mind, she said something she probably had no intention of confessing.

"You know," she began. "I felt so guilty for kissing Ben, and all this time you've been spying and scheming and fucking stupid sluts."

"Y- You kissed him?" Chuck stuttered in defeat.

'You can leave now," she demanded climbing in to bed and turning off her lamp.

As soon as he shut the door he heard the cries again that caused him so much pain.

XOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOoxoxXO XOxoxoXOXOxoxoXOXOxoxoXOXO

Blair walked into school wondering what today would bring. Would Chuck try and talk to her? Would she still hang out with Ben? Would Dan Humphrey continue to make failed attempts and friendship?

Her first few classes flew by and before she knew it, it was lunch time. She walked into the library hoping he'd be there, but was unlucky.

So she sat in her usual spot on the desk and took out her English book.

"Certain things, they should stay the way they are. You ought to be able to stick them in one of those big glass cases and just leave them alone."

Well maybe Holden was right in that sense. Sometimes she wished things would go back to the way they used to be, if people could have just left them alone, maybe Blair wouldn't have been in this mess.

"Relating to Holden, yet?" a voice asked.

"Never," Blair smirked turning around to find the exact person she wanted to see.

Ben sat down on the chair and put his bag down.

"Look… I'm really sorry for the other night," Blair apologized. Truthfully she wasn't that sorry, she certainly didn't regret it anymore, and after all he was quite the kisser.

She wasn't entirely sure if he'd ever talk to her again considering he didn't exactly take her advances the best. He, like everybody else had no desire for her, he rejected her.

"No, its ok. I'm sorry for over reacting," he retorted. "I get it, you were just mad; hey I probably would have suggested the same thing."

He didn't have to lie; she knew he wasn't nearly as bad of a person as she was. He would never suggest exploiting a friendship to further himself. That's what she liked most about Ben, he was kind, sweet and she knew she could trust him, unlike the unpredictable Chuck Bass.

"So, how did you spend the rest of your night? Did you watch the movie?" he asked. "I heard it's fantastic."

She remembered finding the DVD in her laptop ready to play, Chuck must have thought she'd come crawling back again, with all forgiven.

"Ummm… no actually. Chuck came round for a visit," she sighed.

"Oh yea? How'd that go?"

She couldn't tell him about the crying or the cheating or lying, it just didn't seem right to unload all her problems on him. Just thinking about what happened made her a little teary, she tried to hold them back and stop being such an emotional wreck.

"Shit, I'm sorry Blair," he apologized.

Ben got up from his chair and sat down next her on the desk; he cradled her in his arms while she sobbed quietly.

"I'm so sorry," he murmured into her hair while she clenched his shirt.

Blair Waldolf didn't cry. Well, at least not in front of people, so this moment right now was something she would never admit to anyone, nobody saw Blair Waldolf defeated.

After quite some time passed Blair checked her watch to realise there was only 5 minutes until class. She would have to go to the bathroom and reapply make up, she couldn't look like anything less than perfection.

There was no opportunity like the present right? So with that Blair leaned in and closed the gap between their lips. He opened his mouth and allowed her access causing Blair to become excited, maybe he wasn't going to reject her again. She placed her hand on the back of his neck and pulled him closer deepening the kiss.

She heard him moan into her mouth and grinned seductively.

"Blair, Blair," he moaned. "We should stop; this wrong."

She got up out of his arms and stood opposite him.

Before he could say anything else, she leant forward, placed a small kiss on his lips and walked out of the library.

Anybody with high ethics would have ended it there. Not that Blair didn't have high ethics, her standards were practically as high as they could get. But recently she'd come the conclusion some rules and regulations are somewhat questionable, rather guidelines than actual rules. And what was the harm if nobody found out right?

The next week consisted of stolen kisses in the library, occasional outings in Queens, and visits to Blair's house. It wasn't just the kissing, they shared a bond, and they talked about literature with such passion that would make Humphrey aroused. Blair was the one to initiate most kisses, but stopped him at that, it never went further. She was still trying to get over Chuck, and she learnt last time that the way to do that is not to rush is not anything. (Although she didn't particularly regret the last time).

One day before AP English Blair was feeling a little daring. Sure the thought of making out with her gorgeous teacher was hot and all, but it lacked the thrill she needed. She wanted to be more adventurous and break the rules right under people's noses.

So while in the bathroom she unbuttoned her white shirt a few buttons revealing the top of her cleavage, and hitched her skirt up a little. She was going to torture him until he gave in.

She sat down in her usual seat next to the window next to Humphrey and in front of Chuck.

"I think we should talk," Chuck leant over towards her.

"No thanks," Blair snarled and began finishing off last week's notes.

"Good morning class!" Ben's voice rang through the room. "Everyone having a good week?"

"I certainly did," giggled Penelope staring at Blair.

Argh could she get anymore tacky *

"Oh please," Chuck rolled his eyes with entirely too much sass.

"Yes, well today I want you to write character descriptions on each of the minor characters," he explained. "These could include: Sally, Phoebe, Jane, Stradlater…"

Blair could hardly concentrate; she couldn't keep her eyes off Ben.

She began her character analysis on Sally, but all she could think of was the way he smiled whenever he turned around, the way his eyes glistened and sparkled at her.

He made his way around the room reading over each student's work and giving them tips, finally he reached Blair.

"Ok Miss Waldolf," he smiled. "What fascinating insight do you have for me today?"

He pulled up his chair backwards with the back of it facing Blair, he put each leg over it and rested his hands and chin on it.

Everyone was to preoccupied chatting to one another to notice the way Blair stared at him, or the way he returned her glances.

She gave him a smile and purposely held up her paper to give him at level with her cleavage. He paused for a second careful not linger, and took her paper to read it.

While he was reading Blair subtly rubbed her foot against his calf making sure no one was watching. Chuck had already left, no surprise there, Dan was furiously writing as much as he could, and the rest of the class were too absorbed talking about themselves.

He glanced back up at her to find her smiling in the most innocent manner. This girl was going to be the end of him he swore.

He returned her smile and continued reading… well at least trying to.

Weeks of teasing Chuck had taught her just the way to make men crazy.

Whenever Ben looked up she wet her lips and brushed her hair to reveal the nape of her neck, she could see him struggling to pay attention to her paper.

It was even more thrilling knowing that anyone could see what she was doing, yet they didn't bother. Maybe this was one of the upsides to her new social status. She continued to rub her foot against his leg, knowing it was driving him crazy. She moved it slightly higher, grazing his thigh, grinning when she noticed him shutter.

The bell rang and the students filed out in a rush. Mr Benson held the door open for them, and once the last student left he shut the door leaning against it facing Blair.

He shook his head. "You're going to get me in a lot of trouble."

Blair innocently stood up and sat herself on top of his desk. "Maybe," she shrugged. "But is it worth it?"

He grinned and walked towards her, standing in between her legs. He pushed her hair behind her ear with one hand and placed the other on her hip leaning into to kiss her. Blair leant back on the desk pulling Ben down on top of her. She wrapped her legs around his waist and arched her back as he grinded against her while their lips stayed connected. Ben kissed down her neck towards her breasts but was stopped by the knocking at the door. **

The stared at each other in shock before getting off the desk and standing up. Blair did up her shirt and pulled down her skirt from her waist while Ben reorganised his desk and flattened his hair.

Ben looked over to make sure Blair wasn't looking suspicious, but found her already back in her seat pretending to write like a natural. He took a deep breath in and opened the door to reveal Dan Humphrey.

"Oh hey Mr Benson… and Blair?"

Blair remained calm gathering her things and walking to the door. "I was just getting some extra help if that's all right with you?"

Dan raised an eyebrow suspiciously.

"Is there something you need Mr Humphrey?"

"Oh yea… I just ah left my pen."

Blair rolled her eyes and walked out of the classroom, she wasn't about to have the moral obligations of Cabbage Patch spill her dirty little secret. And always leave them wanting more, right?

Blair practically broke into a sprint to avoid Humphrey's debriefing. She was running so fast (as fast as possible in heels) she wasn't watching where she was going, and as some cruel twist of fate bumped right into Chuck.

He chuckled and helped her off the ground.

"Does this mean you want to talk now?" he stared at her intensely.

Sometimes Chuck gave a little too much eye contact.

"No, it certainly does not," she retorted walking away.

He ran in front of her to wear his limo was parked and opened the door for her.

"Please Blair, a lift home, that's all I'm asking," he pleaded.

As Blair was about to reject his offer she spotted Dan running towards them calling her name. Just to make this clear, she wasn't entering the devil's carriage because she was drawn to him; it was to escape the potential diseases carried by an approaching Brooklynite.

She crawled over to the other side so she was as far away from Chuck as possible. The driver took off and they sat in silence together before Chuck finally spoke.

"I didn't sleep with her," he assured her. "Well, not that night."

"You still touched her," Blair spat leaning further away.

"It was a long time ago Blair," he explained desperately. "I would fuck anything that moved."

Blair refused to reply sitting quietly in the corner.

"I miss you," he confessed. "I know you miss me too."

The limo pulled up at the curb. Luckily she didn't live too far away making the uncomfortable trip brief.

"Just leave me alone Chuck."

"Have dinner with me tonight," he commanded ignoring her pleads.

"No, I'm busy," she lied.

Truthfully she had nothing planned, but she just didn't want to give herself the chance to fall for Chuck once again. She could tell he was getting a little fed up at her rejection

"Why? You going to go fuck your English teacher is that it?" he spat with jealousy.

"You know what? Maybe I will!" she threatened yelling while trying to open the door.

"You can't be serious! He's a teacher! This isn't an innocent friendship Blair! He's taking advantage of you, he's trying to hurt you... he's trying to steal you from me," Chuck's voice cracked.

She could literally see Chuck's heart break. The way his eyes lowered in defeat made her feel so guilty.

"Please," he murmured softly taking her hand in his. "Don't do this."

"Why Chuck?" she wept. "You've hurt me so much, why shouldn't I get to move on?"

"Because… I… I lo-ve you," he croaked.

A/N":

And they lived happily ever after. I'm joking. But seriously, probably like 2/3 chapters left, not quite chair yet, something major will happen next chapter and it may shock you all. There's something I've been planning for the ending this whole time, so be prepared for a little twist ;)

*I really don't paint character's I dislike in a positive light :P so if you read any of my other stories you'll find that Vanessa, Jenny, Serena (sometimes) and Penelope are a little exaggerated.

** hahaha I can't write mushy scenes at all

Thanks for all the great feedback! Really appreciate it PLEASE REVIEW