A/N: This chapter took me three days to write (it normally takes me only one), and I'm STILL not happy with it, but I wanted to release it sooner rather than later because I knew I had readers waiting... :/

More notes at the end of the chapter so I don't spoil you for this one.

"Come here."

Blair breathed heavily into Seth's ear, sending tingles all the way down his spine. She had made her way on top of him in lightning speed, successfully pinning him down against her soft linens. Seth tried to protest, but Blair placed her index finger seductively against his lips to silence him, letting her eyes do all the talking. Without any moment of hesitation, she worked her way down expertly, removing his light blue Oxford shirt one button at a time, her eyes never leaving his. Seth lied there, defenseless, unsure of what to do next as Blair callously tossed his shirt to the side, not bothering to check where it had gone. She was about to continue when Seth suddenly grabbed her by the waist and flipped her around so that he was now on top.

"This is interesting," Blair sighed dreamily, as she sank deeper into her pillows and waited for Seth to make his move. To her surprise and utter dismay, Seth sprang away from her just moments later, restricting her movement by holding onto both her arms so she couldn't reach out to grab him. He leaned down and kissed her sloppily on her forehead, then her nose, and eventually her lips, making loud smacking noises as his lips made contact with hers. Blair took the opportunity to receive his kiss with her open mouth, attempting to draw him in with her tongue, but he pulled back immediately, as if shocked by an electric current.

"SETH COHEN!"

The sound of Blair's screams made Seth withdraw his arms at once and shield himself in self-defense. As if on cue, Blair grabbed her huge, puffy pillow and threw it at Seth's head, as hard as she could.

"Ow! That killed the mood," Seth protested as the pillow hit him smack in the face, knocking him off her bed entirely. He rolled around until he finally ended up back on his bottom, clutching his forehead in pain.

"What killed the mood, Seth Cohen, is you constantly trying to pull away like a fifth-grader who's getting molested by their gym teacher! What is wrong with you? Do you want to do this or what?" Blair's entire body was pulsing with want – no, need – after having Seth pull away from her at the pivotal moment for what seemed like the twentieth time this week. She couldn't seem to get past second base with him, and she was too…well, experienced, for these kinds of mind games.

Seth decided to play dumb. "Want what? You know, what I really want, right now, is to finish that movie that we started an hour ago. Don't you want to find out what happens to Simba after he gets back home? I do!" Seth had enthusiastically suggested watching The Lion King after finding out that they were doing yet another movie night at Blair's – alone. He had hoped that choosing the least romantic movie possible would dampen any frisky mood that Blair might have had. Clearly, he had conveniently forgotten the part where the lion chick landed directly on top of Simba while Eric Clapton asks whether you can "feel the love tonight".

"I'll tell you what happens," Blair said through clenched teeth while she grabbed Seth by his collar and flung him aggressively back onto the bed. "His girlfriend kills him for being an annoying little brat! ARGH!" She slaps him hard with both hands, leaving a mark on his bare chest.

"Ow!" Seth screamed as he scampered away to retrieve his shirt from the top of Blair's dresser, where she had thrown it just minutes ago. He knew he was pissing her off with his resistance, but he wasn't sure how else he could deal with her advances. He decided that his best strategy, for now, was simply to stall her until he had a plan of what else to do.

Seth glanced at Blair tentatively while she sat angrily on her bed, arms across her chest. She was practically panting as she willed herself not to be consumed by her carnal need. Breathe, Blair, she commanded herself as she closed her eyes to regain her focus. Just as she thought she had succeeded in reining in her sense of yearning, Seth made his way towards her again, summoning back the feelings that she had just evicted. She moaned in frustration as soon as she felt the warmth of Seth's hand against the small of her back. Blair spun around maniacally and pointed a finger at him.

"Stay there! Don't touch me – get away!" she yelled as she used yet another pillow to increase the distance between the two of them. "Put on your shirt! NOW!" Blair refused to look at him until she was sure that he was fully dressed. Seth fumbled with his buttons clumsily as he climbed back into his shirt, afraid that questioning her demands would make her even more unstable. When she realized that he was finished, she let out a huge sigh of relief, finally allowing herself to relax a little. She fell down into her bed, staring at the ceiling.

"Do you want to cuddle?" Seth finally asked in a small voice. He was afraid to move a single muscle, given his girlfriend's known propensity for violence.

Blair glared at him bitterly. "You must be kidding." She groaned and rolled onto her stomach, her back facing him. "I don't even want to be in the same room as you right now."

Blair was a confusing ball of emotions at the moment, but the feeling that she felt more strongly than any others was humiliation. She just couldn't understand why Seth continued to reject her whenever she was in the mood. He was either too tired, or too distracted, or had severe diarrhea. Whatever it was, he seemed to always have a convenient excuse as to why they couldn't just do it.

"I'm sorry, Blair," Seth tried again, opening his mouth to explain, but then clamping it shut after realizing he had no explanation.

Blair put her hands over her ears. "Just – shh! Okay? I'm fine. We're not going to fight because we didn't have sex – again. I would like some alone time, please and thank you. Just shut the door and let yourself out." She didn't wait for his reply as she placed a pillow over her head and buried her face deeper into her sheets.

Seth stood there for a while, feeling awkward, then slowly made his way out of her room and down the stairs. When he was sure that Blair wouldn't be see him, he finally allowed himself to sit at the bottom of her steps and let out a heavy sigh himself. He ran his hand through his curly hair, frustrated at himself for his cowardice. Things hadn't improved in the sexual department for Seth and Blair since his last talk with Ryan. Despite his success with the student council, he still found himself at times intimated by her and afraid to make the next move. And with Blair getting more impatient than ever to move the relationship forward, it seemed that Seth's anxiety towards the matter had only grown – his dreams for the past few nights have been filled with images of Blair with other hot, older, and more experienced men, her legs wrapped around them in a number of compromising positions that made Seth's cheeks grow hot from just recalling. He shook his head in attempt to shun away the mental picture and headed out the door, wondering how on earth he would appease his girlfriend without having to jump in the sack.

"I just don't know what's wrong with that whiny, immature brat!" Blair complained to Summer as they made their way down the crowded school halls. She made a face as a sweaty jock slammed into her arm, prompting her to dodge to the side. "Why can't he just be a man?"

"Um, hello, have you met Seth Cohen?" Summer asked, rolling her eyes.

Blair frowned. She had a point. Seth was never really a poster boy for raging masculinity. He was more like a delicate little blossom – one that was refusing to be deflowered at the moment. "Okay, fair enough," Blair finally conceded. "So I've made peace with the fact that he's never going to fight wolves for me or anything, but what is the matter with him? I can't fathom how any member of the male species could possibly not want sex." Especially when it's from me, she silently added.

"There isn't. It's a simple fact of life. Boys like sex. Period. You've just gotta force it out of him – do it the hard way. Offer him something he can't resist," Summer advised, shrugging confidently as she spoke.

"Like what? Show up naked at his room and throw myself on him?" Blair asked sarcastically.

"That could work," Summer said, deep in thought. "Or better yet, tempt him into wanting you. Wear the skimpiest, sexiest bikini you can find, and ask him to oil you up. That'll get him going!"

"Ew! Where do you come up with this stuff? That sounds like something from a tacky after-school special. I am not going to cheapen myself just to catch some silly boy's attention. Such schemes are completely beneath Blair Waldorf," Blair insisted, her nose up in the air.

"So, what are you gonna do? Wait him out? Everything about that boy screams 'virgin'. If you're gonna wait for him to make the first move, you might as well pack your bags and prepare yourself for the convent," Summer retorted, arms crossed.

Blair bit her lip. She knew that Summer was right. Judging from her past failed attempts, Seth would need nothing short of a miracle to get him to open up to her in bed. "Then I will just talk to him and ask him. No more of these guessing games," she declared smugly, making up her mind.

"Uh – hell no!" Summer snapped. "Are you crazy? Sex is like fight club. You don't talk about it. You just do it. The only thing more awkward about realizing a guy doesn't want to have sex with you is talking to him about why he doesn't want to have sex with you. I say you either take control of the situation, or get him drunk. There's no other way."

Blair rolled her eyes, annoyed. Why did he have to be such a girl? Blair thought in frustration. If only she could just find a way to help him relax without having to resort to drugging him…

"That's it!" Blair suddenly exclaimed, causing Summer to jump up in surprise. "Seth is just like a needy little girl, right? So he needs a romantic, relaxed environment, where he can unwind and feel safe. All I have to do is make sure that I can provide that for him, and the rest will be easy." She turned to Summer. "Thanks for the input, Summer. Now prepare to hear all about our mind-blowing sex tomorrow." She turned sharply on her heels and made her way through the halls in search of her boyfriend.

"So, Ryan, here's the thing," Seth started as he skimmed the halls to make sure no one was eavesdropping on their conversation. "Remember about our last man-to-man talk that we had, where I was kind of telling you about my um thing, with Blair?"

"You mean your virginity?" Ryan asked him, point-blank. Seth rushed forward and clamped his hand over Ryan's mouth, paranoid that someone else would find out.

"Do you mind, Ryan? It's kind of privileged information," Seth said in a loud whisper.

"You really think people don't know?"

"Good point."

They moved to a quieter area of the halls before Seth spoke again. "Well, problem is, I haven't told Blair yet, and it's getting really hard to keep fighting off her advances. That woman is determined. She like wants me. And normally, I would find that really sexy, but now I just find it terrifying."

Ryan raised an eyebrow at him. "Were you molested as a kid?"

"What? No!" Seth looked around again. "Although it may have something to do with the fact that my parents can never seem to stop touching each other in front of me. But God, no. That's not it. I just don't think I'm ready yet, that's all."

"Well, why don't you just tell her?" Ryan asked.

"Hmm…that seems like a very wise, simple, straight-forward suggestion, Ryan. You're just forgetting one thing here – Blair Waldorf is anything but simple, and telling her I'm not into sex would basically be the equivalent of telling her I'm into dudes," Seth stated. "Plus, she's probably never going to speak to me again after I avoided one of our encounters again yesterday." He was just about to continue rambling on about his woes when he caught eye of his girlfriend down the hall, heading straight towards him.

"And speak of the devil. I'll leave you two alone," Ryan offered, without waiting for Seth to respond. He saluted to Blair, then disappeared through the corridor.

Seth stood there, unable to move as Blair made her way in his direction. She looked simply divine, dressed in a tight-fitting, semi-sheer blouse which showed off her figure and left just enough to the imagination, and a pencil skirt that hugged her hips tightly in all the right places. Seth gulped loudly, and he felt his stomach do a somersault as he watched her draw near. There was no denying that he had wanted her on several occasions – actually, every occasion, to be honest – but he just didn't trust his skills enough to "jump into" anything yet, so to speak. It was everything he could do not to grab her right then and there and lose himself in her.

"Can we talk?" Blair said in a soft voice, apparently having pacified herself after her previous meltdown.

"Sure," Seth replied, giving her an awkward hug as a greeting. The sexual tension was so strong that he didn't even trust himself to make any kind of prolonged body contact with her without one of them ripping the other's clothes off in open public.

"I'm sorry I kicked you out of my room," Blair said, sighing. "I was just…frustrated, I guess." She wasn't really sure of the right words to say to explain to him that she desperately wanted him. After all, she was used to getting things her way, and the boys just springing to her – not the other way around.

"Hey, what do you say we do something special today, huh? Something romantic and totally different. Forget all these lame movie dates," Seth suggested, trying to cheer Blair up.

"You think our movie dates are lame?" Blair asked in a disappointed voice. But she had a better idea – one that would help ensure that she would get what she wanted. "Actually, I do have an idea," she said to him, growing more excited as she spoke, "don't you think it sucks that we got together in March, where we've just missed all the major holidays? I mean, we've missed Thanksgiving – which is my favourite holiday, by the way – and Christmas – "

" – you mean Chrismukkah – my favourite holiday," Seth interjected.

"Exactly! And also Valentine's day! The most romantic holiday of all!" Blair continued, trying to get to her point.

"Well, we do have Mother's Day coming up, and you know, that could get pretty intense, if you ask me," Seth joked, nudging Blair lightly.

Blair rolled her eyes at him, and turned to him impatiently. "What I'm trying to say is, who says we have to celebrate Valentine's Day in February, anyway? Look, we have a perfectly good weekend ahead of us, and absolutely no plans. You said you wanted to do something special, right? So I declare today our very own official Valentine's Day – just for us." Blair clapped her hands together, looking very pleased with herself.

"Uh-huh…okay, I like that – that sounds good. So you want to ruin a perfectly good weekend by celebrating an overhyped, commercialized, man-made holiday designed to manipulate people into spending extra cash on things that cost normally one-fifth of the price. That's very clever of you, Blair," Seth pointed out sarcastically.

"Very funny, Seth. Are you just afraid that my Valentine's surprise for you will top yours?" Blair teased, leaning towards him seductively.

"Not a chance, Waldorf." Seth moved out of the way before Blair could get any closer. "Prepare to be swept off your feet!" he promised, as he leaned in to give Blair a soft peck on the forehead. She frowned, but Seth could tell she was secretly pleased nonetheless. Seth wasn't really a fan of cheesy "fake" holidays like Valentine's Day, but he figured that it might just set the mood for their "talk". He'd romance her and impress her with his "sensitive" side, and she will find it downright chivalrous of him when he tells her that he wants to wait. He gave himself a satisfied smile and whistled cheerfully as he parted ways with Blair to plan their special day.

Seth was feeling so antsy that he could barely drive straight. He had swerved off the road twice on his way to Blair's, the second time almost hitting a squirrel. Just breathe, he commanded himself as he tried to concentrate on getting there alive. He had spent the entire afternoon preparing for their faux-Valentine's date, and had been feeling completely confident up until five minutes ago, when he climbed into his car. What if she doesn't like what I had planned? What if she thinks I'm totally lame? Seth panicked as he caught a glimpse of Blair's mansion once he turned onto her street. Deciding that he needed a moment to collect himself, he pulled over to the curb and put his head on the steering wheel. He hasn't been this nervous since the first day of high school. He stayed there, in fetal position, until he felt his cell vibrate against his leg.

I'm waiting.

Was all he needed to see before making a mad dash to her house. He hesitated for just a second when the door magically swung open, as it always did when Dorota knew he would be coming over. She was always there to greet him, showering him with all kinds of Polish delicacies. This time, however, there was no one to be seen, and Blair's extravagant foyer was so quiet that he could hear the echo of his own footsteps as he made his way towards the stairs.

"Hello?" he called out, peering curiously into her living room. He had expected Blair to be waiting there, impatiently tapping her foot, as she demanded to know why he was only two minutes early for their date. He continued to look around until he found a Post-It on her dining room table, clearly written in Blair's flawless cursive, reading:

No Dorota. Just you and me tonight, baby.

Seth shivered. He hadn't really anticipated any surprise from Blair, but this whole set-up made him feel uncomfortably suspicious about what was to come. He jetted behind the sofa as he tried to scope out his surroundings, looking for something that seemed out of place. A million scenarios flashed through his mind as he searched for more clues. Will she be waiting for me, naked in the Jacuzzi? Will she pop out of the pantry wearing nothing but a cereal box? Seth shook his head to dismiss the idea. Nah, too trashy, he decided. He tiptoed around the house a few steps further as his heart continued to race. Just as he was about to open his mouth to call her name, he noticed yet another Post-It, attached to the railings of the staircase.

Find me.

Seth groaned as he realized that there was probably no getting out of this one. He decided that closing his eyes might work to defend himself against her attacks, and made his way up the staircase with both eyes shut, using nothing but his hands to steer himself to the direction of her room.

"Blair?" he called out in a small voice, so afraid that he was ready to pee in his pants. His stomach continued to do flip-flops as he finally stepped into her bedroom, waiting for her to jump out at him.

"Hi there, big guy," Blair purred in a husky voice. "You found me. And here – is your reward."

Seth failed to constrain his curiosity as he heard the sound of a robe, or a towel, falling to the floor. He was so shocked by what he saw that the gift he had been holding slipped out of his hands and toppled all over her carpet.

Blair took a step forward to examine the remains. "Is that… a cake?" she asked, her voice full of surprise. She raised a hand to her chest as Seth rushed forward in attempt to clean up the mess he had made.

"God…I – I – oh my God," Seth fumbled for words and took a giant step back, abandoning the ruined cake, his hands alternating from being thrown on the top of his head to covering up his gaping mouth. "And are you…are you…" Seth took a deep breath before regaining his ability to finish the sentence. "Catwoman?" His voice sounded shrill and squeaky, but that was the last thing on his mind at the moment.

Blair stood completely motionless in the middle of her bedroom, her previously alluring expression having entirely dissipated. Seth took the opportunity to get a better look of her getup, which was complete with a mask with cat ears, a plunging leather corset that showed off her chest and her thin waist, and skin-tight leather pants that perfectly outlined the shape of her butt. She wore stilettos that looked more than four-inches tall, and held a long, black whip in her hand.

"Blair…I…I think I have to sit down," Seth finally said, stumbling towards her bed, feeling dizzy. He wanted to say something clever and tell her how wonderful she looked, but seemed to have temporarily forgotten how to speak.

"You don't like it," Blair said dully, her face falling as she struggled to hold back her tears. Stupid, stupid, STUPID idea, she scolded herself. She couldn't believe that she went through all this trouble to dress up as a superhero only to look like a world-class idiot.

"No, Blair," Seth said in an exasperated voice, "you look amazing." He turned his head to one side and looked away, feeling incredibly humiliated.

"Then what is it?" Blair prodded impatiently. The leather was sticking uncomfortably to her skin, and her former frisky mood had all but disappeared.

"I – " Seth started to speak but stopped again, not knowing how to explain to her what was happening without sounding utterly pathetic. He decided, for once, to go with the simple approach. "I baked you a cake."

"You what?! You baked that? For my Valentine's present?" Blair's voice sounded weak and thin, and she took a seat beside him on the bed. "You baked me a cake for a Valentine's gift," she repeated.

"Yes, and if you really want to know, there also happens to be a Cabbage Patch Kid that's waiting for you in the car, so – surprise!" Seth exclaimed in exaggerated excitement, throwing his jazz hands up into the air. "Actually, a Cabbage Patch Kid that happens to be wearing a necklace from Tiffany's, mind you, but that's besides the point since I just walked into my girlfriend who happened to be dressed up as Catwoman while I presented what must be the world's most juvenile present, ever, so – okay. I'm done."

"You think I'm a slut, don't you?" Blair asked quietly.

"What? No! Why would I think that? It's not about you, right now, okay Blair? I don't know why I thought that would be a good idea. I guess I just wanted to do something sweet for you for this made-up Valentine's day, or whatever," Seth rambled on, too lost in his own thoughts to notice that Blair's eyes had welled up with tears.

"It is sweet," Blair answered simply, too tired to elaborate. She glanced at the remains of the cake on the floor. "I guess we have to wait for Dorota to come back to clean that up."

"I'm sorry I disappointed you again, Blair. I didn't know this was what you had in mind," Seth explained, gesturing to her costume.

"Of course you didn't," Blair answered rather bitterly. She wanted to ask him why he didn't want her, even after dressing up as the sexiest superhero she could come up with. She wanted to ask him whether the idea of sleeping with her has ever even crossed his mind. She wanted to know what she could possibly do to make him want her. But she said none of these things, because as Summer said, sex isn't something you talk about – it's something that you just do. Or fail to do, she reminded herself.

They looked awkwardly at each other, as if for the first time, realizing that they were in fact strangers, both speaking in an entirely different language. It was Seth who finally spoke up.

"I guess opposites attract," he said.

"I guess so," she replied.

A/N: I know what you're thinking! God, more angst! Can't they ever just be happy together? WHY COULDN'T YOU JUST LET THEM DO IT, DAMNIT! Because that would be OOC and would not work with the storytelling, and I am not a GG writer. Also, I am always dissatisfied with how most TV shows deal with the topic of sex, so...I'm changing that here. Just bear with me, and I assure you it will all be worth the wait when it happens. And it WILL happen. Just not yet. :)