Title: What's Love Got to Do With It?

Summary: AU. Blair Waldorf, Connecticut Princess meets Serena VanDerWoodsen, UES Queen while at Yale. During winter break, Blair heads to NY for some fun and happens upon Serena's brother, Chuck Bass.

Rating: M

Chapter 3

Blair slipped off the counter and brazenly checked Chuck out. She couldn't deny that he was attractive, sexy even. A much hotter version of Matt, she thought. His well-tailored black shirt showcased his fit body; his fire engine red slacks were a bit eccentric, but surprisingly he could pull them off. Oh look, they matched. How cute.

"And you are?" Chuck asked, stepping closer.

"Blair Waldorf," Blair said proudly. She stepped a bit closer, sticking out her hand. She was well bred after all. Instead of shaking it, he took her hand and turned it over, kissing the underside of her wrist. She thought she might have felt his tongue taking just a taste of her sweet skin. It sent tingles down her body.

"Well Ms. Waldorf, may I ask why I'm lucky enough to find you in my apartment?" He smirked at her slight shudder.

"I'm a friend of Serena's. I'm staying with her during winter break. And you?" she asked, slightly intrigued.

"Serena's step-brother. Where is my fair sister, by the way? Please tell me you two just finished having a pillow-fight in your underwear." He smarmed.

At that moment, a high-pitched moan came from Serena's room. They both shared a smirk.

"Unfortunately, she's otherwise occupied at the moment," Blair said unnecessarily.

"That's a shame," he whispered, stepping ever so closer.

"Indeed," Blair whispered back. "Well, if you'll excuse me, I need to head to bed. We had a long day, and a longer night."

"Can I give you a hand?" Chuck offered.

"Maybe another time," Blair replied. Two guys in one night was a little too much for her.

"If you change your mind, I'll be in the room next to yours…" he said as she brushed passed him.

"Good to know." She whispered seductively. "Sleep well, Chuck Bass."

He smirked in response.

Blair decided a shower was in order. She needed to wash off the scent of the random, and take care of some things. Flirting with Chuck while he hungrily ogled her partially nude body had gotten her a little hot and bothered. Luckily, the hallway bathroom had one of those moveable showerheads. She needed to relieve some tension.

After stepping in and turning on the shower to just the right temperature, she removed the showerhead from it's holder. She moved it down her body, first over her breasts, enjoying the feel of the water pelting her. She moved down to her stomach next, letting out a moan. All the while, imaging Chuck Bass pleasuring her with his mouth. She would have to sample the real thing, one of these days.

Finally finishing her descent to her throbbing core, Blair spread her legs and parted her folds. She placed the showerhead directly in front of her swollen clit, leaned back against the wall, and closed her eyes.

Chuck's head was between her legs, sucking on her clit; he was massaging her tits, and making her moan. At least in her head.

"Fuck," she groaned, trying to keep it down. Chuck had said his room was next to hers, putting it right across from the bathroom. Not that she was embarrassed, but she did have some class.

Unbeknownst to Blair, at that moment Chuck walked right by the bathroom. At first he only heard the shower running, assuming it was Blair, and turned to go in his room. He knew he would get to fuck Blair soon; he didn't need to sneak a peek, when he would be tasting the real thing soon enough. Patience was a virtue.

But the next moment, he heard her moan, and then her breathy fuck. His cock sprang to life immediately. Suddenly, patience went out the window. He needed to be buried inside of her. And he needed it now.

He slowly opened the bathroom door and was pleased to see it was unlocked. Maybe little-Miss Waldorf had done it intentionally, wanting him to join her.

He quietly stepped in, closing the door behind him. At that moment he was eternally grateful that the shower door was completely see through.

What he saw made his dick throb almost painfully. It had to be the sexiest thing he had seen in a while, possibly ever. Wet and naked, Blair's eyes were closed, her head thrown back; she was leaning against the wall and was simultaneously rubbing her breasts while the showerhead massaged her clit.

"Are you sure I can't give you a hand?" He whispered seductively.

Her eyes burst open in shock. He thought she would scream and tell him to get out.

Instead, when she realized he was the intruder, her eyes instantly darkened with lust and she gave him a coy smile. When she threw him a wink, he took it as an invitation and started unbuttoning his shirt. His pants soon followed, and in less than 30 seconds he was completed exposed to her.

He couldn't help feeling a little proud as she looked at his dick hungrily, licking her lips.

"Well, if you insist. If it's not too much trouble for you," she finally breathed coyly.

He opened the shower door and moved in behind her.

"It would be a pleasure," he said, emphasizing the last word.

He shut the shower door and moved close enough that she could feel his huge cock nudging her dripping pussy from behind.

"Do you touch yourself often?" He asked, stroking her waist lazily. She moved the showerhead back to her clit and let out a quiet moan.

"Sometimes," she admitted, not ashamed in the slightest, "when I'm left all high and dry."

"Well, let me see if I could offer some assistance," he whispered, licking the shell of her ear. She moaned again.

His hands moved over to her small but firm breasts, appreciating how perfectly they fit in his hands. Almost as if they were made for him, he idly thought.

"What do you think about when you touch your throbbing clit?" he asked while licking her neck and pinching her nipples.

"Depends," she said, "sometimes, my most recent fuck. But tonight, you."

He got even harder, which he didn't realize was even possible.

"Is that so?"

"Yes," she answered in a breathy voice, gasping slightly as she felt him grow harder against her opening.

"And what were you imaging I was doing to you?" he asked. He wanted to hear exactly what she was thinking of while getting off so he could help play out all of her fantasies.

"Well for starters… you would lick my wet cunt until I came on your face… Then I would suck you off… almost until you blew your load on my tits, but not quite. Next… you would push me back against the cold wall and fuck me from behind until I screamed your name." she answered, and his eyes nearly crossed at her description.

"Well, Waldorf, I live to serve." He said, turning her towards him and taking the showerhead from her and quickly returning it to its rightful place. That would no longer be necessary.

Blair parted her legs as he got down on his knees. He pulled her thighs closer and spread her open with his fingers. And what a sight he got. The most perfect glistening pussy he had ever seen greeted him. Not to mention that Miss Waldorf was apparently a fan of the Brazilian Bikini Wax. Oh he was going to enjoy this.

He began with slow, torturous licks. Much better than Matt, she thought to herself. He had her trembling with a few more strokes. That tongue, oh she was so going to enjoy this.

His moved his ministrations to her hypersensitive clit, alternating between, licking, sucking, blowing air, and biting it gently. She didn't even attempt to hold in her moans. When he plunged three thick fingers in her and began finger fucking her, all the while licking her clit, she came on his face, just like she wanted.

"Good?" he asked. He knew she was satisfied. She tasted amazing, a mixture of honey, vanilla, lavender, and something heady.

"Not bad," she replied with an evil grin. Oh she was going to pay for that.

He rolled his eyes, then gently pushed her onto her knees. "Now, where were we?" he asked as he thrust his dick into her open mouth.

She sucked the head for a minute, running her tongue over his slit and lapping up his pre-cum. He moaned, embarrassingly loudly. Keep it together Bass, he internally chided himself. She smirked as if she knew the effect she was having on him.

She took him further into that sweet mouth, sucking gently and cupping his balls. When he thought she could take him no deeper, she shocked him by pulling his hips closer and he hit the back of her throat. He almost came just at that.

"Fuck," he groaned, trying to regain control. She was now moaning and the feel of her mouth vibrating around him was driving him insane. He took several deep breaths.

Then she moved one hand to her clit and began massaging herself in time with his thrusts into her mouth. His hips jerked at the sight. He really needed to get things under control or this would be over in seconds. He pulled out of her mouth, much to her chagrin.

"I wasn't done," she pouted, and he admitted to himself that it was adorable.

"I want to be inside of you when I cum," he responded, and she smirked at the implication. He didn't want to cum in her mouth. She appreciated the consideration.

He turned her around, pushing her hands up against the cold shower, as requested earlier, and began to part her folds. He stopped, and she turned around looking furious.

"Fuck me. Now." She ground out in the sexiest voice he had ever heard.

"Condom." Was all he said.

"I'm on the pill. Just pull out before you explode and we'll be fine." She said without thinking. At this point, she didn't think she could wait one more minute.

He obliged and plunged into her, all the way to the hilt.

He was so deep, too deep, deeper than any other man had ever gone before. She moaned and called his name. Over and over.

"You like that, baby?" he groaned through gritted teeth. He pushed her flush against the shower wall and she gasped at the cool sensation against her heated skin.

"YES! YES! YES!" She cried and turned her head to the side to pull him down for a hungry kiss. He eagerly responded.

Then he quickened his pace, moving one hand to cup her right tit and one to stroke her clit. She let out a final scream and came hard and fast, purring his name, as she had promised.

Another three thrusts later, he pulled out, turned her around, and came all over her breasts and face.

He thought he might faint out of sheer bliss when she massaged his juices over her breasts, swiping some off with her right middle finger and lapping it up. "Mhmm, tastes good," she moaned at the taste of him, staring at him through her lashes with a positively wicked smirk.

He thought he might explode at the erotic sight and he began to harden instantly. But a second later, she was rinsing his essence off of her, reaching for a towel, and stepping out.

"Where do you think you're going?" He asked almost angrily, his eyes still slightly glazed over in arousal.

"Thanks for the fuck," she responded with a wink, and slipped out before he could get another word in.