She was going to give him a chance. Sure, she wouldn't let him in the way she used to, the same level as in the past. But friends? Were they even capable? God, why did she say that? 'Let's be friends'? What is she 12? What do you do with a friend? She was positive Chuck would be interested in shopping sprees, or attending fashion shows. God, why is life so complicated? But he loved her. Chuck Bass loved another human being. She probably would have said it right back to him if he hadn't stopped her, or if she wasn't so afraid he'd just said it to mark his territory. That was the thing with Chuck; sure he was damn sexy when he's jealous. But sometimes he's just too possessive, he treats her like an object, something he owns.

But none the less, Chuck Bass and Blair Waldolf are going to be friends, whatever that means.

Blair walked into the court yard just before her first class.

"Blair!" Serena shrieked signalling her to come over to her table.

Blair looked over to find Serena sitting on a table with Dan… and Chuck. Reluctantly she walked over knowing she couldn't avoid them forever.

"Where have you been? I feel like I haven't seen you in forever!"*

"Yea, I've been really busy," Blair lied. "You know school and stuff."

In the corner of her eyes she watched Chuck tense up. He knew she had been spending time with Ben, but her avoiding Serena was news to his ears,

"I get it," Serena nodded. "Dan's been studying nonstop for exams."

Oh yippee, her biggest threat is a, machine, perfect.

"Oh that's right, Blair here's been working super hard," Chuck sneered wrapping his arm around her shoulder. "Especially English, a little inappropriate the amount of time spent doing English don't you think B?"

Blair remained silent, praying that Chuck wouldn't spill. Why did he insist on torturing her like this? She knew he wouldn't take her 'rejection' lightly.

"B's always been good doing at English,' Serena smiled obliviously.

"Speaking of which. We have English," Blair chuckled nervously escaping the grasps of a very angry Chuck.

She walked into the classroom and saw Penelope's foot slide out to trip her. Very un-lady like, Blair kicked her foot with all her mite and continued on her merry way.

Really? Trying to trip her? How middle school.

She took her usual seat and waited for the rest of the class to file in. But instead of the usual mesmerising Mr Benson, an old grey haired lady hobbled in and began writing on the board.

"My name is Miss Calderwood," she wailed. "Mr Benson couldn't make it today, so I will be filling in."

"How unfortunate," Chuck whispered in her ear.

She didn't even see him come in, seriously: how does he do that?

Throughout the whole lesson she couldn't stop thinking about where he might be. Did Chuck do something? Did he tell the headmistress, was Ben fired?

She held her phone underneath her desk and sent him a text, almost immediately he replied.

It's a long story, don't worry nothing serious.

Talk tonight? 8pm my place?

-Ben

His apartment? They'd only ever gone there to go to the bar bellow, or to quickly pick up his books. She'd never actually stayed insider for longer than 5 minutes. For some unknown reason, it made her nervous.

She texted him back 'ok' and left class early after completing her work.

At lunch she sat by herself missing the company. She missed the stolen kisses, and longing glances, the debates of the classics, and most of all the understanding he supplied.

After school she hurried back home and began to choose something to wear tonight. Blair wondered what he was expecting; she wasn't really ready for sex. Oh god, did he want sex? Sure, she liked him, and he made her feel safe, but she'd only ever slept with 2 guys, and she'd know them each for 10 years beforehand.

Who was she kidding? He probably only wanted to watch a movie, or read some books.

She washed her hair and curled it to perfection. After rummaging through her endless wardrobe for an hour she finally settled on a flowing midnight blue corset dress that sat mid thigh. Probably a little scandalous for a movie, so she dressed it down with an acid wash denim jacket. That's right; Blair Waldolf was wearing acid wash.

Just as she was about o leave the elevator dinged announcing the arrival of a visitor.

She turned around to find Chuck standing in front of her.

"You look nice," he complemented her.

'Thanks."

He just stood there solemnly in silence; she could exactly read his face.

"Well, I need to be somewhere," Blair explained. "So if you'll excuse me."

Blair grabbed her hand bag and tried to walk past him, but he was too quick. Chuck lightly grabbed her elbow to stop her.

"Blair, I need to talk to you about Mr Benson," he began.

Of course, he didn't want to talk about them, he wasn't here for her. He was just here to once again mark his territory and stop her from achieving any sort of happiness.

"Chuck I don't want to hear it ok?" She yelled sick of his meddling. "Just leave me alone."

"But I got his files from Mike, and there's something—"

"Mike!? Really Chuck!? You hired a P.I to look into Ben?" Blair scoffed.

"You have to understand Blair, It's a good thing I did, his file—"

"I don't want to hear it! I trust him ok!? I don't need to know everything about someone to develop any sort of a relationship" she screamed. "Just stop. I need to go, I'm late."

"Blair," he crocked desperately. "Please, please don't go with him."

'It's too late Chuck," she whispered. "You're too late."

As the doors shut behind her on the elevator she felt tears run down her cheeks.

She didn't feel like going to see Ben, not like this, but she had nowhere else to go.

XOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXO XOxoxoXOXOxoxoXOXOxoxoXOXO

The ride to Ben's seemed longer than usual, she couldn't help but think of Chuck and their talk. She was pathetic, pining over someone who would be able to commit himself to her the way she hoped for. He clearly had the ability to ove on from their 'epic love', so maybe it was time she did the same.

Ben was sweet, he cared for her, shared the same interests, absolutely perfect.

"Hey," Ben opened his door and hugged her.

"Hi," Blair replied peeling him off her to walk inside his apartment.

For someone so poor, it was actually quite nice. Everything was neatly organised and clean, they had that in common.

"You're upset again," he noted directing her to the longue.

"It's nothing, just Chuck. I don't want to talk about it," she confessed taking a seat. "So, where were you today?"

With all her thinking she almost forgot the purpose for the house call.

Ben followed her in the longue with a bottle of champagne and two glasses.

"An old friend was in town that all just had to deal with him,' he explained. "God, I missed you though."

Blair was a little taken back as he leaned in and kissed her. He never had been this forward before; she was always the one to initiate everything. It was too much; she had too much on her mind to get into the mood.

Blair pulled back and smiled, trying to signal her discomfort.

"I'm sorry," Ben apologized. "You're just so beautiful."

Chuck called her gorgeous or breathtaking

He grinned and pored them both a generous glass of champagne.

"So what happened with Chuck?" he asked and moved closer to her.

"I don't know anymore. He's just so moody and possessive."

"Possessive?"

"Yea, he's very jealous of you," Blair confessed.

"You know what? I get very jealous of him a lot."

"How so?" Blair teased.

"He's always staring at you in class," he admitted shrugging. "The constant longing glances make me nauseous."

Did Chuck actually care? Or was she just another asset he lusted over, just another notch on the bed post.

Blair felt her phone vibrate again. She picked it up and glanced at the screen. 30 missed calls and 123 texts from Chuck. Groaning she turned her phone off and chucked it on the table.

"Well he certainly is persistent."

"Ok no more talk about Chuck," Blair pleaded sculling the rest of her glass.

"Mmmmm I whole heartedly agree," he moaned leaning in for a kiss.

Blair put her glass down and returned his kiss passionately.

It was time to get over Chuck, he had proved so many times she was easy to get over.

Blair pressed him down on the couch and straddled his waist with her legs. She leant down and began trailing kisses along his neck.

She could feel him becoming aroused beneath her as she lightly brushed up against his growing erection.
Without words he gently lifted her off the couch and carried her all the way to the bedroom. Once on the bed Blair watched him crawl up her body to pull of her dress. She allowed him to do so, although self conscious she was now almost naked whereas he had all his clothes on. Chuck would always make her feel so comfortable and got undressed with her.

God, Blair you need to stop thinking about Chuck, she thought. You need to move on.

"God, you're so beautiful," he repeated running his hands up and down her body before finally settling them on her breasts.

Blair anxious to get him undressed began to undo his shirt. Taking this as a sign of eagerness Ben sat up unbuckled his pants and pulled them down.

Sex with Ben was… different. Sure, he wasn't as attentive as Chuck had been, but he had certainly presented some skills. It was certainly better than Nate, he wasn't too cautious and caring, he had a level of excitement that secretly thrilled her. Although, she couldn't quite get rid of the wrenching guilt she felt. Almost dirty. She felt like she had betrayed Chuck.

Blair rolled over to find the rest of the bed cold and empty. Maybe Ben was just in the bathroom, or had just gone out to get some breakfast, she thought. She sat up and looked around the room. Everything was gone.

The closet and walls were bare, not a trace of anyone's belongings in sight. She glanced around the room; her clothes were gone too. She got up out of bed and walked around the empty apartment; nothing. Nothing at all. But one note sitting on the counter. Blair worked herself up to read it.

Don't ever tell anybody anything, if you do; you'll start missing everyone

Her stomach coiled and she fell to the floor.

That moment she realised, she finally caught on to his play; it was just a sick joke.

She was just a tool in the wicked game of Ben Benson… or Holden Caulfield if you like.

She felt dirty and disgusted with herself. She had fallen for his games. And for what? To be taught a lesson by some sick teacher?

He took advantage of her isolation, he took advantage of vulnerability, right from the very start.

After sitting on the floor numb for a long time, Blair finally got up, walked to the phone and called the one person she could.

Her hand shook as she dialled his number. Would he even answer? Or was she just a toy to everyone?

"Yes?" he answered.

"Ch-chuck," she sobbed. She didn't want to sound weak, destroyed but she couldn't help it. Every work came out as cry of pain and terror.

"Blair!? Blair! Are you ok?"

"No," she cried.

'Blair baby, where are you?"

She gave him the address and hung up. She wasn't sure if he'd even come, she hated herself right now, why wouldn't he hate her.

XOXOxoxoXOXOxoxoXOXOxoxoXOXOxoxoXOXOoxxoXOXOxoxoXO XOxoxoXOXOxoxoXOXO

"Blair! Blair?" he yelled as he stormed into the apartment.

He could hear sobbing coming from the bedroom, and prepared himself for the worse.

Upon reading the file on the newly hired English Teacher of Constance, he discovered his ugly past, and had been fearing for Blair ever since. Sure he was Chuck Bass, notorious womaniser, but who was to say he couldn't change. He had all the expectations to live up to, but nobody believed in him, everyone just assumed he'd always be the same. Nobody but Blair.

He entered the bedroom to find Blair in the curled up in the corner with a sheet draped over her.

She looked broken, and so fragile. He rushed up to her and kneeled in front of her, waiting for her to speak to him. He soon realised she was naked beneath she sheet. Looking around he felt her pain, his eyes weld up just seeing the state that monster left her in.

"He took my clothes," she sobbed. "He took everything." **

His heart broke seeing her like this. He wrapped his arms around her tiny body and pulled her close to him as she cried.

*Serena's like that one character in every musical that disappears somewhere in the first act and doesn't appear again until the end :P

** Stolen from Veronica Mars. OMFG cannot wait for the movie!

A/N: Sorry its short and I deeply apologize for my absence. I'm going to University and working full time, kind of lacking spare time to write. I'm not very good at sex scenes, hence the skip.

I wrote this entire chapter on train. I was so paranoid the lady next to me was reading it and giving me judging looks.

So there might be one more chapter and a eulogy, or something. Not sure.

Anyway, I hope you're not all too mad with the direction it went, I had planned this from the beginning, sorry if you got too attached to Ben :p

And as always PLEASE REVIEW

Haha I didn't even realised the teacher Serena had an affair with was named Ben. Completely forgot :P Not the same guy to clear up confusion.