*I own nothing. No copyright infringement intended.

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Ch.7—Poker Face

She'd called a cab an hour after they made love following Serena's strange visit to Chuck's hotel suite. Scratch that. She called a cab an hour after they had sex. Had sex, not made love, had sex. There was a difference, and she had to remember it.

Chuck had protested she take his limo when she leave, or at the very least that he call a town car to take her home, but even when she consented to that she found the cab she had called for when she got outside the hotel and took that home instead.

She didn't know what was wrong with her. Everything was going great with Chuck, as far as flings went. She didn't know where this sudden need to distance herself from him had come from. Something about Serena going out of her way to come to see Chuck just to tell him that she knew what had happened between them and had not only accepted it but was berating him like an older brother – weak older brother who happened to decide that Chuck Bass, hit it and quit it King of the Upper East Side who had popped his sister's cherry and was now continuing to sleep with her, was totally fine with it – would do concerned her to no end.

Did Serena know something she didn't? Surely she must've known she was there? He'd only been in his boxers and a loosely tied robe when he came to the door. If she'd assumed her best friend wasn't there, she'd be screaming her head off at how much of a lying, cheating bastard he was.

Or maybe that was just what she'd be doing.

Maybe she expected to have done it already.

Maybe she was wondering why it hadn't happened.

For God's sakes, Waldorf, get a hold of yourself! He's not going to cheat!

Laughter has a way of sounding very nasty in one's head.

Maybe she should just break it off now while she was ahead. The last thing she wanted was to have her fears confirmed that this was all just a big game to him and the only thing keeping him from humiliating her publicly when he finally got bored would be the fact that Nate might be watching and connect the dots.

That was the leverage she held over him. Though it was the same leverage he held over her, so the only choice was to end things quietly – which she'd tried to do and had miserably failed at, or keep going strong as long as was possible.

She didn't want to be alone. And as out of character as it was from the last person she could have possibly imagined it coming from, Chuck Bass cherished her like no one had in years. He flattered her, comforted her, shared her wit, her charm. There were times when she wanted to go out with him on a real date, just to show the world how she'd managed to tame the great Chuck Bass just by giving a simple strip-tease at his burlesque club, Victrola.

He was just a phase though. A rebound, albeit a secret one. She just needed to get her confidence back, remember she was a prize, a jewel, one that every guy would want, maybe even more than Serena. Ha. She needed to feel the way she did around Chuck without being around Chuck. As soon as that happened, she could dump him quietly and hopefully he'd be close enough to boredom to not send a tip to Gossip Girl about their scandalous activities.

She felt an empty aching hole inside of her growing larger and larger until it consumed her hole just at the mere thought of Chuck growing sick of her. It was inevitable, but it hurt so much that she knew she was in trouble.

No matter what she told herself and what she told Chuck, this was no fickle, friends-with-benefits affair.

She wouldn't let herself admit what it really was.

But whatever that thing was, it was the one thing that wouldn't let her break it off with him.

"Miss Blair, it time to go in five minute!" she heard Dorota call from down the hall.

She looked down at the three skirts she'd been trying to decide between and decided to go with the pleated tan one with the plaid green belt. She'd slipped on the see-through silk tights that drove Chuck crazy first thing when she'd woken up. Then she'd slipped the shiny white headband in her hair and did her brown locks up into a lazy bun ponytail that would have Chuck staring at the back of her neck all day.

She liked to tempt him.

But now she had to focus her thoughts and intent on Miss Serena Van der Woodsen. Something was up with her. Last night couldn't have been a coincidence. Maybe something else was going on with her or maybe she'd been drunk. Maybe she'd ended up going to Lonely Boy's and he'd broken her heart. Unlikely.

Whatever the case, it was imperative that they have a girl talk asap. Preferably before 1st period. Lunch would be difficult because she had her minions to maintain, and Penelope was so annoying with the behind-her-back talk she tended to head up about being the new Mrs. Archibald-to-be. And with the last three periods of the day together, it would be a shame if she was on edge during their time together. It definitely couldn't wait till after school.

"Miss Blair, Miss Serena for you!" Dorota called from downstairs.

Blair's eyes widened.

Speak of the devil, and she doth appear.

Funny how that used to refer to Chuck.

"Serena," she smiled brightly, that fake smile she put on that convinced everyone that didn't know her well that everything was fine and she'd never been better.

Serena and Dorota shared a look, but then the maid muttered an excuse and left for the kitchen.

"Blair…" she began cautiously.

"What are you doing here?" she demanded.

Serena gave her a look and Blair amended the question with grace and apologetic angel eyes.

"I meant, it's such a long distance to go. You might as well have just jumped into Chuck's limo and we could've met at school. Since you two live in the same building and all."

Serena's brows furrowed.

"Is something going on, Blair?"

She blinked, waiting but it seemed her best friend was playing the same game. To save time, and her own patience, Blair caved first.

"Fine. Why did you go to Chuck's suite last night?"

"What?"

Blair's eyes widened at how high-pitched her best friend's voice had gone.

"Shh!"

"Blair, why would I go—and how would you—" She cut herself off, comprehension dawning. "Were you with Chuck last night? I thought it was only the two times," she ground out.

Blair was beyond confused. "You were there!" Her eyes were wide and searching, trying to find where Serena should've been faltering, but genuine confusion and truth were the only things she saw on her best friend's face.

"I wasn't there, Blair," she said softly, shaking her head. "After you bailed on our sleepover, not for a test I'm guessing," – she rolled her eyes – "I went to see Dan and then came home – directly home – and went to bed. I tried calling you this morning to tell you I was coming over, but you never picked up. I figured you wouldn't mind…"

Blair shook her head, frustrated to the point of screaming that nothing was aligning and making sense.

"But you were there," she insisted. "I heard you at his door!"

"Okay…" Serena turned her around and guided her to the elevator, sending a glance at Dorota who quickly gathered Blair's things and handed them over.

"Have good day, Miss Blair," Dorota quickly said just as the elevator doors were closing.

"I think you better start from the beginning," Serena said once the elevator started descending.

Blair sighed loudly.

"You weren't supposed to know," she muttered.

Serena's eyes widened and she looked away briefly.

"Well, I know now, so why don't you fill me in on the details? There better be a seriously good reason for this, because the Blair I know wouldn't trust Chuck with her life, let alone her heart."

"I'm not emotionally involved," she snapped.

"No? Then what are you doing with him exactly?" she asked, not realizing until afterwards the implications in her question.

"It's purely physical," she responded casually.

Serena wrinkled her nose. "Gross."

Blair rolled her eyes. "You wanted to know," she muttered.

"Alright. Fine. It's also supposed to be a secret, I gather?"

"Of course. I can't have anyone knowing about this. My reputation as Queen would be ruined, not to mention Chuck would lose Nate, and I'd lose any chance of being an Archibald again…"

"Is that something you still want?" she asked curiously.

She shrugged. "I will eventually. I'm just mad at him. I can't forgive him right now and I need a break from all the drama. Chuck just…he's a good distraction."

Serena wrinkled up her nose again.

She spun towards her suddenly. "Swear you won't tell anyone."

"I swear," she said, as if it should've been obvious.

Blair relaxed and smiled. "Good. So, now that my secret's out, you can tell me yours."

"What are you talking about?"

Blair rolled her eyes knowingly.

"Tell me what you were doing at Chuck's last night. I mean, if you're just finding out about Chuck and I…then why did you give him the 'I'll come after you if you hurt her' warning last night?" She raised her eyebrows, amused now.

"B, I don't know who you think showed up at Chuck's place…while you were there," – she managed to stifle a grimace – "but it wasn't me. I told you. I went to Dan's and then I went straight home, to my suite. I didn't make a detour – or take the long way – to Chuck's."

The elevator doors opened and Serena stepped out. Blair faltered for a moment, frowning. After all that she'd confided, she couldn't imagine what reason Serena would still have for lying to her.

….

She caught his gaze across the courtyard for a fraction of a second before he turned and continued talking to Nate. She flushed, hoping none of the minions in her little circle wouldn't notice. She dug into her yogurt again and finally registered she was eating the substance far too quickly when she felt Serena's stare on her. And then all the girls around her.

"What?" she snapped. "We have a test next period! I'm nervous," she muttered.

Her minions accepted the excuse and continued on with their mindless chatter. But Serena continued to stare at her best friend in complete confusion. Then in concern. When her features shifted to amusement, Blair blushed again, the rosy color filling her cheeks.

Serena turned around to see who or what exactly her best friend was staring at. What she saw was none other than Chuck Bass talking to his best friend and occasionally glancing over at Blair.

She cracked a wide smile and slowly shook her head at her best friend, who was still recovering from the blush that had consumed her face again.

"Oh my god…"

Blair looked across the courtyard and caught the look on Chuck's face. Had something happened? Was there a Gossip Girl blast? Oh god. Maybe he'd seen her blush. The very possibility was humiliating, especially since her face was probably still recovering. Maybe she was paling now. Serena looking amused at her predicament was one thing. Chuck realizing she'd just embarrassed herself was something else entirely.

She couldn't face him. Not for awhile at least. Not right now like she wanted to.

"You really like him," Serena remarked, looked at her dazed.

Blair scoffed and shook her head, about to dig into her yogurt again when she realized it was empty.

"That's ridiculous."

Serena shook her head, unable to stop her smile from spreading wider.

"It's disgusting," she told her, "and maybe that justifies it being ridiculous. It is not however false."

Blair met her eyes.

"He is incapable of feelings," she whispered harshly, so her minions wouldn't hear. "And I just broke up with Nate."

Serena looked at her skeptically. It wasn't that her best friend wasn't saying anything she herself didn't believe. It was that the way she said it, to anyone who knew her well, and Serena did, it sounded like she was making excuses for something she didn't want to be true.

It was amusing to see Blair like this: in pure denial. It would get annoying when she wouldn't admit to it several days or maybe even weeks later, but right now it was hard to hold back from laughing.

"It's embarrassing enough that I'm even involved within him to begin with."

Serena pushed her lips tightly together, trying to lessen her smile. It was hardly successful, but at least she won the victory of keeping her mouth shut. She couldn't taunt Blair with the information she'd learned this morning with so many people around, especially the minions that addicted themselves to gossiping, no matter how devoted they might be to their Queen Bee.

Blair looked up to see if she could catch Chuck's gaze again, maybe look more composed this time, but he was gone. She frowned. Nate was just getting up and she caught his gaze for a second, but quickly looked away. She felt empty and hollow and like she was going to throw up just from that one glance. Nate made her feel sick. The last thing she wanted to say or even think about had to do with Nate.

"B?"

The concern in Serena's voice told Blair the sick feeling she felt was obvious on her face.

I must've paled.

"I'm fine," she said, putting on a brave face. "I just…I have to go…do something quick before class."

Serena rose to her feet with her best friend, still concerned.

"Do you want me to go with you?"

"No," Blair said quickly, closing her eyes briefly when she realized how rough her voice had sounded. "I'll be fine. I just have to go to the bathroom."

Serena's eyes widened.

"Not for that," she said hastily.

Serena looked relieved. "Okay," she said. "See you in class." She squeezed her arm gently.

Blair offered a small smile and moved past her toward one of the school buildings. To her great relief, Nate had left and gone in the opposite direction she was going.

When she got inside, she stopped and breathed in and out long, steady breaths until she felt her legs stop shaking. This was ridiculous, she told herself. One second she was trying to hide the obvious fact that she was crushing hard on Chuck Bass and the next second she was reliving her whole break-up with Nate after one brief glance from him. Everything he'd done to hurt her, whether intentionally or not, came rushing back.

She remembered the night he'd told her slept with Serena. And then the picture at her birthday party where instead of showing up at her birthday party with 'something special' like he'd said on the phone earlier that day, it showed him hugging another girl. A blonde.

It was then that she realized she would never measure up to what he wanted. And maybe Serena had been drunk the night of the Sheppard's wedding, but it was Nate who had been unfaithful. And it was Nate who continued to show little to no signs of actually wanting her in his life.

He was the problem. Not her.

So why, throughout the whole ordeal, did she feel like it was all her fault? That maybe if she was just a little bit different, he wouldn't have wanted to be with anyone else.

Finally, she pushed herself up off the wall and started walking down the hall. She wouldn't let this set in of depression coerce her into doing what she'd been so good at resisting for almost a year.

She would walk straight past the bathroom to her locker, grab her books for class and sit in the empty classroom for the remaining time until the lunch bell rang. Despite her many hours of studying a few nights ago, she'd been engaged in…other activities the night before. It would be good to brush up on the basics.

Just as she was about to walk down another long corridor and turn the corner to get to her locker, an arm came around her waist and pulled her into a dark corner in the opposite direction. She was spun around and pushed into the tight crevice and a pair of thick, full lips implanted themselves on her lips.

She moaned and pushed whoever it was away.

He did not go far.

"Chuck," she scolded when she realized it was him who had taken her by surprise. Truth be told though, she'd known.

At first he looked shocked by her rejection, but then his expression slid into the amused, heated stare he'd given her in the courtyard.

She blushed again.

"Red isn't becoming on you, darling, don't you know?" he teased, leaning in to kiss her again.

She pushed him away again, managing to keep her irritated muffled shriek at a lesser level this time.

"What?" he asked, now looking angry as he released her and stepped away.

She narrowed her eyes angrily, but finally slipped out with the excuse she'd told herself was the best one throughout their entire affair.

"Someone could see," she hissed. They'd never gone at it in plain view. It had always been off of school grounds, away from any prying eyes or accidental phone flashes.

He took a step back and looked up and down all adjacent halls. He looked at every curve in the walls and ceilings and could not find a single security camera or person in the vicinity. Blair followed suit when she saw what he was doing. When she'd finished her inspection satisfied she turned back to him. He wasn't smirking at her now. He was just waiting to see what she'd do next.

With a muffled groan, she pulled him to her and dragged them back into the dark corner, nearly tripping over herself in the process.

He devoured her lips hungrily with his own, pushing his tongue past her close-mouthed barrier almost instantly when her fingers ran through his hair and her nails dug into his scalp. He ran a hand under her jacket up her back and gripped her thigh when she started running her leg up the back of his calf.

It was hot and heavy and he could hardly breathe, but they didn't have time for even a quickie now.

He would have to eat her up later.

She breathless when he finally pulled away. He was staring at her pure adulterated lust. It overwhelmed her. It made her feel gloriously sexy and wanted. She knew Chuck Bass was addicted to sex and that was probably all this was to him, but at times like this when she needed to believe she was attractive to some man somewhere, she dismissed that factor.

She kissed him again, fiercely, moaning into him and absolutely loving how firmly his grip around her waist was. She felt chills rip through her when his hand inched lower to her hips and then one of his hands to her ass.

She squealed into his mouth and he smirked against her.

"Don't get too excited, precious. We don't have much time," he whispered hotly.

She groaned. "Chuck."

He pushed her against the wall and started nipping at her neck and kissing his way down it.

She shivered.

And then the bell rang.

Blair gasped and quickly pushed him away. She wiped down her neck, drying the wet spots where his tongue had been.

Chuck watched her for a moment, righting his uniform and waiting for her to pamper herself what little she could before dashing to the bathroom to inspect herself in the mirror. She stopped at the bathroom door and looked back at him. He winked before turning away to his own class and she felt those chills again. She touched her neck delicately and relished in what he'd been doing there. She couldn't remember feeling this happy with anyone ever before. Surely she was exaggerating, she told herself. If things felt too good to be true they probably were.

But damn the statistics. Right now she felt bubbly and she did not plan on wasting that emotion.

….

Her determined yet casual gaze ahead of her as she walked the short way home changed into a silly grin she couldn't hide for the life of her when she felt the limo pull up beside her. It was still moving, but it was clear that it had slowed for a reason, and that reason was her.

The backseat window lowered and though she tried to keep her face directed straight ahead, she could feel the heat on the side of her face once the sound of the window lowering stopped. She forced herself to keep walking, but she turned her head to look at him.

He was smirking.

Smirking.

And she loved it.

"Bass," she addressed innocently.

"Waldorf," he drawled.

She felt this inexplicable urge to giggle, but she told herself those kind of bubbly emotions had to wait until later. As full of them as she had been just as lunch had ended, it had been quite obvious that during a huge test, looking anything but serious looked conspicuous.

So, she'd had to bottle it all up again. And now here was the source of her happiness, staring her down with appreciation and obvious lust, even if it was held at bay by barely an inch.

"How'd that test go?" he asked.

"Fine." She shrugged nonchalantly.

"How do you think you did?"

"I'm sure I got all the answers correct," she said confidently.

He smiled in admiration.

"The extra credit too?" he teased.

She glanced at him. "Of course," she said, as if any other answer would've been ludicrous.

"You weren't…distracted?"

She nearly tripped over herself, and he laughed.

"I'll take that as a yes."

"I was not distracted," she denied, but it was clear by the slight shakiness in her voice that she very much had been.

"I suppose I can't blame you," he continued as if he hadn't heard her. "I am incredibly attractive, and I did cut you off much sooner than I should have…"

She scoffed. "As I recall, I was the one that pushed you away. Not the other way around."

He pursed his lips in an erupting smile until finally they parted and he cracked a grin.

"You were also the one that kept coming back for more. I wouldn't be surprised if there are scratch marks on my head somewhere. You're just lucky I have my hair to cover it up."

She shook her head at him, unable to stop smiling. Finally, she turned to him and stood her ground. As if she and the limo were completely in tune with one another, the limo stopped too.

"I would have a hickie right now if the bell hadn't rung when it did."

"Well, we can't have that, can we?" he remarked cockily.

"We're supposed to be discreet," she said.

"Says the girl that attacked me in the middle of the hallway."

She laughed. "You attacked me!"

"I took you by surprise," he brushed off.

It was impossible to remove the smile on her face.

"If it hadn't been for me someone could've walked in on us," she informed him, trying her best to be serious.

"Front row seats." He raised his eyebrows suggestively.

Her impulse to slap him was so strong she found herself irritated by the fact that he was safe behind closed doors. He knew her train of thought as soon as she did, because involuntarily he pulled his face away from the window.

"Basshole."

She stomped right over to the stopped limo and pulled the door open forcefully, pushing Chuck farther in so she could get inside.

He didn't move far though and then she was just straddling him, feeling his prodding erection beneath his pants.

She lifted her hand to slap him, but he caught her wrist.

"You smug Bass-tard."

She tried to wriggle her hand free but it was impossible.

"Caught ya," he teased, holding tight to her wrist.

Instead of fighting further Blair wrapped her other hand around the back of his head, twisting her fingers in his hair and kissing him.

He dropped her wrist instantly and wrapped his hands around her hips, pulling her closer.

He kissed her like she was the air he breathed, and the food he'd been without for a very long time. Like she was the water that the whole world craved and he was the only who had access.

Her knees snugly held to his hips and her breasts pressed up against his chest. She moaned into his mouth.

"I believe you said you cut me off earlier," she whispered breathily against him.

He chuckled lightly, but the sound was drowning in desire.

"I'd be more than happy to make up the difference now," he murmured.

She smiled against him and kissed him once more.

"It's the least you can do, since going off my excitement, I probably got a B on my biology test."

He smirked, then sunk his fingers into her hair. She moaned into him and he found himself growling, albeit quietly.

Shivers shot up her spine because such animalistic sounds coming from him gave her the feeling of absolute power. As if she could control anything because she got Chuck Bass needy and desperate beneath her touch.

"It would be my honor," he murmured.

And then he moved her under him so she was lying flat on her back on the leather seat and he was hovering over her. He leaned down and kissed her again and she sighed happily.

The butterflies that she'd ordered him to murder fluttered rapidly inside him.

He couldn't help it.

God help him if what brought him the most satisfaction these days was putting a smile on Blair Waldorf's face.

…

Later, when their skin was still cooling on the leather seats and Blair was still asleep, Chuck heard the two-second ringtone coming from his phone on the floor. Trying very hard not to move, he reached for it and maneuvered his hand around the phone until he got to the text message.

He went cold when he saw it.

I know your secret.

-xoxo Gossip Girl

….

A/N: Sorry this took so long to post. I'm in the midst of so many fics, and other craziness with school and vidding. Please forgive and please review. I really loved this fluff of a chapter. Hehe. So fun! ;P