A/N - YAH for the Dair kiss last night! That made me so freaking happy - I thought it was perfect for those two. It's gonna be a LONG six weeks. I may have to break out the DVDs and just go back and watch the Dair scenes to get my fix. :)

So, I've been on this crazy writing kick and I don't really know where it came from. I've never updated a story this quickly before. I guess Dair just brings it out of me. Anyway, here's chapter 5. I like the way it turned out, although it's not at at all what I initally had planned. It kind of took on a life of its own when I started writing. I'm not too sure about Blair in this chapter. She's a little out of character (or at least that's how it felt to me when I was writing) but I guess this is the version of Blair that I think Dan could bring out in her, if that makes sense? Anyway, I'm going to stop rambling and let you read. I hope you enjoy. Please take the time to review - good, bad, whatever I want to hear it! Oh and excuse any typos - I think I got them all but I may have missed a couple.

Disclaimer - I own nothing.

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Dan wakes a few hours later to find Blair's side of the bed empty. He looks around for a second before climbing out of bed, pulling on his boxers and jeans and making his way toward the living room.

He finds Blair in the kitchen, sitting at the counter with a cup of tea, wearing only his flannel shirt and he can't help but smile because (a) the sight of Blair in his clothes is pretty sexy and (b) Blair Waldorf is wearing plaid flannel and he's pretty sure that's one of the signs of the apocalypse.

"What are you doing out here by yourself?" He murmurs into her ear and Blair turns to give him a small smile.

"I didn't want to wake you." She says quietly before turning back to her tea and Dan frowns.

"What's going on, Blair?" He moves around to the other side of the island to look at her and Blair's quiet for a long moment as she looks at him.

"Nothing." She says finally, shaking her head and plastering a smile on her face that causes Dan's blood to run cold. He knows that smile all too well - that's the Upper East Side fake smile that she puts on when she's miserable but doesn't want anyone to know.

"I know what you're doing." Dan says seriously, leaning forward to rest his hand over hers. "This is about what I said, right? You're freaked out because I told you that I loved you."

"Dan, it's not…" Blair begins but is cut off by the door opening and Serena and Ben walking in, laughing about something.

"Oh My God!" Serena gasps and spins around at the sight of Blair in nothing but Dan's shirt and Dan shirtless. "Sorry, sorry. We didn't mean to…" She mumbles, pushing Ben toward the door again but Blair stops her.

"No, S, it's OK. You don't have to go. You're not interrupting." Blair stands and Dan shoots her a look, which she steadfastly ignores. "We shouldn't be out here like this anyway. I'm going to go get dressed." She throws a quick glance in Dan's direction before heading toward his room.

Dan doesn't even acknowledge Serena or Ben as he follows after her, shutting the door with a bang that causes Blair to jump.

"What the hell, Blair?" Dan's voice is tight and Blair looks at him, her expression almost confused, which only serves to infuriate him. "Don't do that! Don't look at me like you don't know what I'm talking about! Just talk to me, Blair. If you are freaking out, that's OK. But at least give me enough credit to tell me that!"

"Dan, I…" Blair begins again but breaks off and he can see her mind working over time to try and come up with something to say to him. "Look, I really don't want to do this with Serena and Ben in the next room."

"I don't care who's in the next room!" Dan can feel his patience starting to wear thin as he looks at her. "I'm not going to let you do this."

"Do what?" Blair crosses her arms defensively and Dan rolls his eyes. This girl was so frustrating sometimes he could scream.

"I just wanted you to know how I felt, Blair." Dan runs his hand over his face with a sigh. "If I had known that you were going to react like this, I never would have said anything."

"Are you taking it back?" Blair's voice is barely a whisper and for a second Dan thinks that he imagined the whole thing as Blair sits on the edge of his bed, staring down at her hands. "I would understand you know, if you wanted to. I mean, if you just said it because you were on a high from the sex or something…"

Dan stares at her for a second before sighing again. She lifts her head and he feels like he's been punched in the stomach when she looks at him with those big doe eyes of hers and once again all he wants to do is wrap his arms around her and protect her from the world.

"Of course I'm not taking it back." Dan slowly makes his way across the room to sit next to her. "Blair, I meant what I said to you. I love you, that's not going to change just because you've decided to go a little crazy on me here."

"It's just…" Blair looks up at him for a moment before looking away. "You know what, never mind." Blair shakes her head quickly before standing but Dan grabs her hand.

"Blair, just talk to me…" He forces her to look at him. She's about to bolt, he can see it in her eyes but he refuses to let her do this.

"It's nothing, I just… I guess I just wasn't expecting it that's all." She pauses for a second as she looks at him. "I'm fine. I promise." She kisses his mouth quickly before gathering her clothes and disappearing into the bathroom to shower.

Dan falls back onto the bed with a sigh. What the hell was he thinking?

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"Hey, man? Are you even listening?"

Dan looks up with a start at the sound of Nate's voice and he smiles sheepishly at his friend, who's watching him with an amused smile on his face.

"Sorry." Dan runs his hand through his hair. "My head's not here. I just have a lot on my mind."

"And by a lot, I assume you mean Blair." Nate leans back in his chair with a smile, taking a sip of coffee.

"Is it that obvious?" Dan shakes his head, running his hand over his face wearily. "I don't know what's wrong with me, Nate. I feel like I'm losing my mind."

"What's going on? Are you and Blair fighting or something?" Nate asks and Dan looks at him for a second, thinking about the question.

"No, not really… I… I don't know… I think I really fucked up, Nate." Dan drops his head into his hands.

"What the hell did you do?" Nate's tone has an edge to it and Dan looks up to find his friend watching him closely. "Dan, I know we're friends and all, but if you hurt her…"

Dan's silent for a moment as he looks at Nate and he can't help but smile at other boy's protectiveness over Blair.

"Blair and I slept together…" Dan begins and Nate lets out a disgusted grunt as he holds his hand up.

"Dude, I do not want to hear about your sex life with Blair…" Nate gives him a look before pausing. "Wait a second? How did you fuck that up?" Nate's eyes widen in realization. "Oh crap, did you like…"

"No!" Dan says a bit too loudly and a few people turn to look at them. "Can we please move past the sex." Dan sighs and Nate just looks at him. "It's not about the sex OK. I mean, that was amazing, unbelievable. It's afterward that's the problem. I told her I loved her."

Nate's silent for a few seconds and he looks like he's trying to process what Dan just said.

"OK…" Nate says slowly, looking a little confused. "I don't really understand what the problem is. I mean, you love Blair. I think that's pretty awesome. Did she not say it back or something?"

"No, but in her defence I told her not to." Dan runs his fingers through his hair again. "I know she's not ready to tell me that but it's just… I don't know… I had to tell her because it seems like lately every time I turn around, there's Chuck telling her that he loves her and that 'their inevitable'. He started filling her head with this crap about me and Serena and I just had to tell her."

"So, you told Blair that you loved her because of Chuck?" Nate stares at him almost in disbelief.

"No!" Dan says immediately, shaking his head. "I told her because I love her and I want her to know that. But ever since I feel like she's been pulling away from me."

"So, she's been avoiding you?" Nate asks, taking another drink.

"No, not in the physical sense anyway." Dan shakes his head. "Physically she's there but… I don't know. I should have just kept my mouth shut because now I've freaked her out and I've probably pushed her right back to Chuck."

Dan lets out a frustrated groan as he drops his head into his hands.

"Alright man, look, I'm going to be straight up with you." Nate says seriously and Dan looks at him. "Chuck, for all of his faults, does love Blair." Dan opens his mouth to speak but Nate keeps right on going. "I could sit here and tell you that it's all a game for him; that he only wants her because he can't have her but I really don't think that's true. It's messed up, and probably unhealthy, but he does love her as much as it's possible for Chuck to love anyone." Nate pauses for a second as Dan stares at him. Was this Nate's idea of a pep talk? "Look, Chuck is my best friend and I would take a bullet for him, but that doesn't mean that I think he's good for her because he's not. He has hurt her so many times and so badly that if it was anyone else I'd wonder how they were still standing. Of course Blair's going to be gun shy about love. Every person that she has ever loved has hurt her, Dan, and I have to include myself on that list. She's probably thinking that if she lets herself fall in love with you, she's going to end up getting clobbered again."

"Maybe…" Dan sighs again. "I can just feel her drifting further and further away from me."

"Do you honestly love her?" Nate asks seriously and Dan nods. "Then give her the space she needs. I know Blair, I can read her pretty well after all these years and I've never seen her as happy as she is when she's with you. Blair is an enigma, you know that. She's got a lot of walls up, walls that she put up because of me and because of Chuck, but if you can get passed them, if you can knock those walls down, you won't find anyone who's got a bigger heart."

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"Blair, what is going on?" Serena appears in her room a few days after the incident at the loft.

That's what she's started calling it - 'the incident' - because she doesn't know what else to call it. She doesn't know how to define the moment when Dan told her he loved her for the first time and afterward all she could think about was Chuck.

She knows that she's hurting Dan. She can see it in his eyes but she knows that he would never say anything to her. Why? Because he loves her. She's still trying to wrap her head around that. How could Dan Humphrey love her? Dan was good and decent and she was… Blair Waldorf, Queen Bitch of the Upper East Side. Yes, she and Dan had fun together and yes, she cared about him. But love?

"Blair!" Serena says again and Blair looks up at her with a start. "What is going on with you and Dan?"

"Nothing." Blair shrugs before pulling herself off the bed and making her way toward the door but Serena grabs her hand, forcing her to stop.

"Hey, B, you can talk to me about Dan. I know that I wasn't supportive initially but you are my best friend, you can talk to me about anything." Serena looks at her with worried eyes. "I know something's up. Clearly you guys were fighting the other day, although it looked like you had just finished doing something else entirely so that was kind of confusing." Serena pulls her toward the bed and forces her to sit down. "Talk to me, Blair. Tell me what happened."

"Dan told me that he loved me." Blair says quietly and Serena looks at her in surprise for a second before sitting down next to her.

"B, that's great." Serena gives her a genuine smile, wrapping her arm around her shoulder. "Of course he loves you. What man in his right man wouldn't?" Serena smiles again but Blair just looks at her and the smile fades from the blonde's face. "Is that the problem? Do you not feel the same way?"

"I don't know…" Blair shrugs, blinking back tears. "Sometimes I think that I could but…"

"Chuck?" Serena offers and Blair nods silently, brushing the tears from her face. "Oh B." Serena whispers, pulling her into a hug and Blair clings to her. "So, what are you saying? Are you saying that you're still in love with Chuck?"

"We're Chuck and Blair. Blair and Chuck. We're inevitable." Blair shrugs helplessly. "I've spent the last four years being in love with Chuck Bass. I don't think I know how to not be." Blair pauses for a second to take a breath. "And then there's Dan. I mean... he's Dan and I just don't know what to do."

"B, I can't tell you what to do here." Serena looks at her sympathetically. "You and Chuck have a very complicated history, one that you can't just sweep under the rug and pretend like it never happened. I know how much you loved him and I know how hard you've struggled to let that go. But I've also watched you with Dan. He brings out a side of you that I have never seen. Do you remember what you told me when I confronted the two of you? You told me that he made you happy. And he does make you happy, Blair, happier than I have ever seen you. So, I think that you have to ask yourself, are you and Chuck really inevitable or is it possible for you to let someone else in your heart?"

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Blair takes a breath as the elevator door opens and steps into Chuck and Nate's apartment.

"Blair, to what do I know this lovely pleasure." Chuck appears in the hall, a small smile on his face. "Have you finally come to your senses about Humphrey?"

"What do you want from me, Chuck?" Blair pushes passed him and Chuck just looks at her. "Honestly, what is it that you want from me? Because for the last month it seems like every waking moment there you are, telling me you love me and telling me that Dan's no good for me, pointing out his flaws and I need to know why."

"Blair, you know why. It's because…" Chuck begins and Blair lets out a frustrated scream.

"Right, because we're Chuck and Blair. Blair and Chuck. We're inevitable." Blair pauses for a second and tears fill her eyes as she looks at the boy in front of her. "Dan told me he loved me, Chuck. He told me that he was in love with me. There were no mind games attached. He didn't put me through months of emotional turmoil first. He just said it. He said it like it was the most natural thing in the world for him to say. He said it because he just wanted me to know how he felt."

"And what exactly did you say in response?" Chuck asks, his jaw tight and Blair looks at him for a moment.

"Nothing. I said nothing." She swipes quickly at her cheeks. "And the craziest part was he understood that. He understood that I couldn't say it back, but he still said it."

"Well, the fact that you couldn't say it back to him should tell you something." Chuck pours himself a glass of scotch and turns to face her. "It's not like you actually love him, Blair. Clearly Humphrey has fallen pretty hard for you, so don't you think it's only fair for you to cut him loose now before he gets more attached and ends up getting hurt even more."

"Right, like you care if Dan gets hurt." Blair scoffs and Chuck just looks at her before shrugging.

"True, I don't care whether Humphrey gets hurt, but you have clearly come to feel something for him and I don't want you to get hurt, Blair." Chuck moves toward her and Blair resists the urge to step back. She couldn't let Chuck control her actions anymore.

"Do you know why I'm here, Chuck?" Blair's voice is quiet as she looks up at him. "I came here because I had to see what it was about you that keeps pulling me in. Dan told me that he knew he was over Serena when he realized that he was in love with me. That's when I realized that Dan has actually been thinking about our future. He believes that we have one…"

"And the fact that you're here shows that you think something else." Chuck reaches to brush the hair from her face with a smile.

"But that's just it. I never really thought about my future with Dan. I never thought about it because every time I started to, I kept hearing your voice in my head telling me that we were inevitable. So I wouldn't even let myself consider the possibility of falling in love with Dan because I didn't see the point. I didn't see the point of falling in love with him if I was only going to lose him." Blair closes her eyes for a second before slowly opening them.

"I'm not entirely sure how you want me to respond to this, Blair?" Chuck's voice is tense as Blair looks at him.

"I don't know how we got here, Chuck." Blair shakes her head slowly. "There was a time when I was so sure that you and were I meant to be and now…"

"Now what, Blair?"

"Now I'm standing here with you and all I want to do is get back to Brooklyn and be with Dan…" Blair pauses for a second as she reaches up to Chuck's cheek. "You were right about one thing though. We will always be Chuck and Blair, Blair and Chuck, because I do love you. You have to know that. Part of me will always love you, but I'm starting to think that maybe we're not inevitable. Dan loves me, Chuck. He loves me. There's no ulterior motives. He isn't getting something out of it. He just loves me. And I need to give this relationship a real chance because I need him and the thought of losing him hurts me, it physically hurts me. So this thing between us has to end once and for all." Blair blinks back tears as she brushes her lips across his cheek. "Goodbye Chuck." She gives him a sad smile before turning to leave but Chuck's hand grabbing hers causes her to stop.

"Blair, you can't just leave me. I don't know how to live without you. I don't think I can." He looks almost desperate and Blair's expression softens as she looks at him.

"You'll survive. You're Chuck Bass." Blair swallows the sob in her throat.

"Blair…" Chuck looks at her, tears glistening in his eyes and Blair feels an ache in her chest. "Why Humphrey? Can you at least tell me that? Can you tell me why Humphrey?"

"Because I'm happy when I'm with him and I miss him when he's not around. Because when he holds me, I feel protected and safe." Blair is quiet for a moment as she looks at him before finally lifting one shoulder in a half shrug. " And because I'm pretty sure he loves me enough that if I told him I wanted to be with you, he'd let me go. That's what I need you to do, Chuck. I need you to love me enough to let me go."