A/N: Apologies for my absence. College is getting busier and busier, so I appreciate your patience with the slow updates. Thank you to everyone whom I wasn't able to privately respond to. Your reviews were lovely! Keep telling me your thoughts.

As always, my sincere thanks go to Sara and Spiros. You both rock.

Disclaimer: I do not own Gossip Girl or any of its characters.

It had been three weeks since Serena left, although it seemed like she was still there. The new couple—although Blair used that term loosely—were either on the phone or video-chatting at all hours of the day. So much so, that when Serena's voice was still ringing through the walls after midnight one Sunday night, Blair shut the power off. When Cyrus had taught her how to do it just in case any emergency should arise, she had complained the whole time that it had been a waste of his—and her—time.

How wrong she was.

Walking back upstairs with the help of her phone screen, she knocked on the door to Dan's room. When she heard no protests, she opened the door.

"Hey," Dan's voice said through the darkness. "Did the power go out, cause my computer just shut off. I was talking to Serena."

"You were?" she asked, hoping she sounded oblivious. Blair held up her phone to light both of their faces. "Sorry." Her voice was coated with mock-innocence. "Someone on the lower floors must have blown a fuse."

He shrugged. "Whatever. I sort of wanted to get offline anyway."

She leaned against the door frame, her mind overanalyzing what his words meant. Feeling particularly nosy, she cleared her throat and asked, "So how are things going between you two?"

He shrugged again. "I don't know..." He breathed out a laugh. "I mean...we barely know each other. We went on one date."

Dan's lack of enthusiasm was news to her—not only that, but a little worrisome. Serena was positively smitten with him; he seemed barely enthralled.

"What are you trying to say?" she asked warily. "Serena really likes you."

Dan sighed. "Yeah, I know...and I really like her." He shook his head. "I don't know what I'm saying—I shouldn't be telling you this."

She took a step forward, her protectiveness for her friend kicking in. "Dan, relax. I'm not going to run off and call Serena. But I'm also not going to stand here and watch you lead her on. Serena doesn't react like this to many guys. I mean...the only long-term relationship she's ever had was with Nate, and even then she wasn't fully committed."

"Wait, Nate dated both of you?" He shook his head with a smile; Nate had failed to mention this before.

Blair's mouth twisted into a smirk. "Of course. He's our Golden Boy."

She moved over and sat down in his desk chair. "Listen, I've done the long-distance thing before and it's not easy. And the fact that you two barely know each other just makes it harder."

He sighed. "Yeah, I know. And just so we're clear...I wasn't planning on 'leading her on.' I wouldn't do that to her," he clarified.

She nodded absently, thinking how best to form what she was about to suggest. "Maybe...maybe you need to scale things back with her a little. Take the pressure off. I don't want to sound judgmental, but I hardly think Skype is the best way to start a serious relationship."

He chuckled, rubbing his jaw. "Yeah, I agree."

Silence filled the room, followed by darkness when Blair's make-shift flashlight turned off. She fumbled the phone in her hands, pressing a button to illuminate it again. Standing, she said, "Well, I need to go try to figure out how to turn the lights back on."

"Do you need help? Do you even know where the fuse box is?" he joked.

"I found it recently," she deadpanned. "But thanks anyway. Goodnight."

"Night," he returned. Once she had shut the door, Dan rubbed his eyes with his palms. He had to figure out what to do with Serena—and fast.

::

The conversation about Serena had been on Blair's mind constantly. In passing, Dan had mentioned a big deadline at work and that he'd be at the office most hours of the day. It had now been three days since she'd had an exchange exceeding hi and see you later with him, and she was impatient with wondering what had transpired since then.

She also didn't know whether to be relieved or disappointed at the fact that she had yet to receive a phone call from a sobbing Serena.

Now Wednesday night, Blair collapsed on her bed in utter exhaustion. Even though she had a book to read, a paper to finish, and calls to make, the thought of just lying in bed doing absolutely nothing sounded completely tempting and desirable. For at least a few moments, she wanted to take a mental break of all things Serena and Dan.

She closed her eyes against her better judgment, knowing she would probably fall asleep in minutes. She was still in her clothes from the day—including her shoes—but her lights were dimmed to such sleepy shade...

A bar of tentative knocks rang on her door, opening her eyes before she could succumb to her fatigue.

"Come in," she said with a sigh, not even bothering to get up from her comfortable position.

The door opened slowly, revealing Dan.

"Hey stranger," she teased lightly. "Did you make the deadline?"

"Uh...yeah." He looked her over. "Sorry, were you asleep?"

She shook her head, propping herself up on her elbows. "I would have been in thirty seconds." He opened his mouth in what she assumed would be an apology, but she stopped him. "It's okay. I need to stay awake anyway. I have work to do."

"Oh, okay."

"Do you need something?"

Dan ran a hand through his hair. "No..." Even through the dim lights, Blair could see his cheeks redden. He let out a breath. "I just got invited to this Halloween party on Friday night...this guy from work is throwing it. I sort of hate everyone who's going, but if I don't show up, I'll get hell for it."

"So...you're asking me if you should go?" Blair furrowed her brow.

"No...I'm asking if you want to go with me."

Blair froze, her thoughts immediately going to Serena. Did this mean they were over? "As your date?"

Dan's eyes widened. "No!" he said, louder than planned. He softened. "I mean...no, just as friends. Come on, it'll be fun!"

"I thought you just said you hate everyone who'll be there."

He smiled. "Yeah, I do. But you'll make it less unbearable. And you can make fun of them the whole time...isn't that your favorite hobby?"

She arched a brow.

To try and sway her, he added, "It'll be a costume party..."

"That makes me want to go even less."

His face fell. "Please?"

Truthfully, A night alone with Dan sounded nice. "I'll think about it," she said, giving in. She gave a dramatic sigh. "Now in addition to re-reading Macbeth for the third time and writing an eleven page paper, I have to somehow figure out what to wear to this thing. I seriously haven't dressed up in years."

"See? This is perfect. You totally want to go."

She arched a brow. "And where did you get that idea?" she asked, voice high and accusatory.

Tongue in cheek, he replied, "Methinks the lady doth protest too much.'"*

Her jaw dropped. "Don't go quoting Macbeth to me."

"Ha! Macbeth? Try Hamlet. How many times have you read that play again? Your paper is on Hamlet, correct?"

She lifted her chin. "Three. And that quote is totally from Macbeth. Frankly, I'm offended by your questioning."

He shook his head, laughing to himself. "Wanna make things more interesting?" His voice was wavering on cocky.

She rolled her eyes. "Because already things are so interesting about this conversation."

Unamused, he crossed his arms. "Let's make a bet. Whoever's right gets to choose our costumes."

She cocked a brow. This was interesting. "Fine," she agreed with a confident smile. "Now shoo. I have some costume brainstorming to do."

::

The next morning, Dan was waiting in the kitchen with two cups of coffee and a smile wide upon his face.

She didn't return the smile, instead silently taking the cup he offered.

He looked at her expectantly. "You don't have anything to say?"

"Thank you," she breathed out, holding her cup in the air.

"Anything else?" he asked, taking a sip of his coffee to hide his smile.

She rolled her eyes. "God. Fine. You were right. I was exhausted, and my memory was clearly fogged. Happy?"

"Hmm...what should you be," he said, slowly rubbing his chin in thought. A smug grin played on his lips. "Sexy nurse? Supergirl? Oh! You would be able to pull of a French Maid pretty well..." His eyes trailed over her form.

"Daniel Humphrey, so help me god. If you even think about putting me in a slutty Snow White costume—"

"Oh that's a good idea—"

Her eyes narrowed. "Dan."

"Relax. I'll be nice."

She smoothed out her skirt and gave a curt nod. "Thank you."

His smile was still sly as ever; it made her nervous.

"I'll text you what you need to wear."

"Will I need to buy anything? I really don't have the time nor the energy to go into an adult Halloween store today."

The thought of Blair Waldorf in an adult costume shop was more arousing than he'd care to admit. It was also completely hilarious.

He stifled a laugh. "Too soon to tell. But if you do, I'll get everything for you."

It was noon when his text finally arrived.

wear all black. head to toe. ;)

Catwoman, she thought, shuddering. Whatever; at least there'd be alcohol at this party.

All she knew was that she was going to rock it. Although she was the one to stop their kiss—and the possibility of anything happening between them—she was going to show him what he's missing.

They had decided to meet at the party, so when Blair exited the cab outside the building, she searched for Dan in trepidation. She had no idea what he would be wearing, and she was embarrassingly curious to find out.

She bit back a smile when she saw he was dressed as William Shakespeare. Not only was the choice bordering on total writer-nerd, but he also looked rather pleased at his ability to keep showing her who won.

All Dan saw were stilettos.

Jet-black stilettos that made her slim legs look twice as long—especially in the tight leather pants she had chosen. Her long-sleeved top was form fitting and did everything to accentuate her figure, and when she turned to pay the driver, the deep V that revealed her back made his throat dry. She must have done something to her hair, because her curls had more volume than he had seen on her before, and her red bow lips made him almost regret inviting her. Simply because every male's eyes would be glued to her the entire night.

He smiled with joy and relief when he remembered what he had decided on her costume.

She strutted over to him.

"Waldorf."

"William," she said smoothly, letting him know she was onto him.

He smiled.

"Let's not drag this out longer than necessary. Why don't you just hand me my ears and tail and let's go inside."

"Ears and tail?" He paused, smirking. "You think you're going to be a cat?"

She dramatically gestured her outfit with her hand and rolled her eyes. "Yes, I assumed I would be a cat by the all-black ensemble."

Dan chuckled, shaking his head. "You're not a cat; you're my shadow."

Blair lifted her chin an inch, her eyes squinted with curiosity. "I'm your what?"

"My shadow," he confirmed. "So if you would please follow me inside, let's get this party over with."

He turned and walked towards the door, holding it open instinctively for her. He looked back for her. Blair was still in the same place on the sidewalk; her arms were crossed and a scowl was painted upon her face.

He held up a hand, waiting for an explanation.

"This is ridiculous!" she exclaimed. "Why can't I be a cat?"

"Why are you so against being my shadow?" he countered back. "You're lucky I'm not making you wear a black ski mask. That would have really completed the shadow effect. Now, come hither Waldorf," he requested in a Shakespearean tone. "My shadow moves with me."

She exhaled loudly and stepped inside the building, swaying her hips as she ascended the stairs to the apartment. Even one floor down they could hear the music blaring—ugh, Katy Perry—and she could already tell it was going to be a long night. Before they could get inside, she looked back at his costume once more. "No one's going to get who you are." He shrugged with a grin.

Dan had been right—the party guests were a complete bore. So she was more than happy when he pulled her to the side to chat amongst themselves.

She knew she looked good—scratch that, great. Dan's eyes seemed to rake her body appreciatively every few minutes, and she had definitely garnered more than a few stares from other men. Including one from the very attractive man approaching them.

"Hey Dan—or William Shakespeare—I'm glad to see you made it," the guy said, shaking his hand.

Dan flashed a victory smile to Blair. She scoffed. Of course this guy knew what he was—it was a room full of writers.

"Hey, Sam. Thanks for the invite, I wouldn't miss it." She smirked at Dan's easy lie.

"How'd that deadline go?" Sam asked, eyes moving to Blair.

Dan shrugged, and noticed the subject of Sam's attention. "Came and went; wasn't too bad."

"That's what we hope for," Sam said absently, turning his gaze back to Blair once again. It was obvious the small talk was just to get him an introduction. "Now, who is your lovely friend?"

Blair blushed. "I'm sorry," she said with flirty air, breathing out a nervous laugh. "It seems someone has forgotten his manners." She gave Dan a chiding look.

Dan forced out a laugh, reciprocating her scolding look. "And it seems someone has forgotten what she's dressed as."

"Sexy Catwoman?" Sam guessed, but before she (or Dan) could correct him, he held up a finger. "Hold that thought, let me refill your drink."

Blair surrendered her cup with a sweet smile, which slid to cunning once she looked to Dan. "Last time I checked, it's your friendly duty to introduce a single girl to an attractive guy. I did it for you."

"And last time I checked, shadows can't talk," he replied back through clenched teeth. "I won the bet Waldorf, fair and square. You play by my rules."

"Ugh, fine," she relented, knowing the rules all too well. "Can we at least get out of here? This party is a total bore. And Sam eyes were bordering on creepy."

"Fine by me," he said quickly, grasping her hand to lead her out. Thankfully, they made it out the door before Sam approached them again.

On the way down the stairs, Dan took a handful of candy from a basket outside one of the apartments. Handing Blair a piece, they both ate the sweets as they walked down the street. "Hey, do you normally get trick-or-treaters at the Penthouse?"

"Don't know, I haven't been there on Halloween the past few years. But I imagine not many, since we're on the top floor. I've never even handed out candy before," she confessed with a laugh.

Dan stopped in his tracks. "I'm sorry, what? That's the best part of Halloween." He looked down the street. "Come on," he said, grasping her hand once more.

"Where are we going?"

"You'll see."

Twenty minutes later, they were armed with bags of candy and seated on a bench along her street. Flocks of costumed kids were everywhere, with exhausted parents trailing behind. For the next few hours, Blair and Dan handed out candy to the monsters and witches that passed by.

"What was your favorite Halloween costume from when you were little?" Dan asked, pouring some more wine into their plastic cups.

"When we were eight, Serena was Glinda the Good Witch, and I was the Wicked Witch of the West." She paused. "Although I changed it to the Wicked Witch of the Upper East Side." She laughed and took a sip of her drink. "What about you?

"I made a pretty good Cat in the Hat. And when I was four, I was Peter Pan and Jenny was Tinkerbell."

Blair smiled. "That's cute."

It was quiet again, and she realized that there were barely any kids out still. She wasn't sure if it was the wine, or the sugar-high, but feeling particularly courageous, she nudged Dan's shoulder with hers. "So did you figure out what you're going to do with Serena? Have you talked to her?" She kept her voice light, hoping she didn't sound too interested in the topic.

"Yeah," he sighed, nodding. "We're going to keep getting to know each other, but that's about it. Nothing too serious. Why?"

She stood from the bench, wobbling slightly on her tall heels. "No reason; just curious."

His eyes bore into hers and she felt her body go warm.

"This was fun," she added in genuinely. "Thanks for inviting me."

He kept his gaze. "Yeah, I had fun to."

Silence.

"Well, it's getting late. We should probably go." He nodded wordlessly and after collecting the candy, followed her up to the Penthouse.

Standing outside their doors, they lingered for a moment. "Well, goodnight," Blair said, turning towards her room. But before she could take on step, Dan turned her around.

Leaning in slowly—almost in slow motion—he placed a kiss on her cheek. She let out a squeak of surprise.

"Night." His voice was a deep whisper, his breath tickling her ear. The feeling shook through her veins.

And then he was gone.

Frozen in place, Blair realized that things just got way more complicated.

A/N: How was that? :) Review please!

* Hamlet, Act III, Scene II, lines 230. And it's actually: "The lady doth protest too much, methinks."