A/N: Here's the last chapter of the flashbacks, promise. By the way, I've started a new progress type thing on my profile and I'll be updating that regularly to give you guys an idea of how it's going.
xoxo Kate.

Disclaimer: I do not own Gossip Girl or its characters

Rated: T mostly for language.

Blair settled into her next class and resumed her activity of choice, looking at the photos and reminiscing. The next photo was one her, Chuck, and Nate in her foyer. She knew Humphrey was in the room, even if he couldn't be seen. All of them looked tense. Dorota must have taken it with her stupid camera without her knowing. She glimpsed the next picture of the whole Non-Judging Breakfast Club. It was while they were in her living room trying to get Serena to tell them what was going on with her. Another of Dorota's she assumed. She flipped over the photos, the first said, "When Dan asked if we all hated each other, I hated that you said yes. I could never hate you, even if I wanted to." The bottom was another of Dorota's captions Miss Blair and Her Two Favorite Gentlemen. Blair rolled her eyes and flipped over the second photo. "The several times I mentioned that day fill out my top ten, ever. That aside, I had missed you guys." Blair knew exactly which several times he was mentioning and it made her blush furiously but she had to admit, no one else even ranked in comparison to Chuck; not Nate and definitely not Marcus. She looked to Dorota's caption once more. Miss Blair and her Non-Judging Breakfast Club.

Blair continued on to their next set of pictures. One at Bart and Lily's rehearsal dinner, she had no idea who had taken it but she could tell it was taken when she was telling Chuck that she knew where Georgina was. She flipped the photo. "I would have gone with you even if it hadn't been Georgina. Anything to be near you." The caption reading, Bart and Lily's Rehearsal Dinner. The next photo was one of her, Chuck, Nate, and Vanessa. It must have been taken by someone doing photos for the concert. It never ceased to amaze her how Chuck was collecting these photos. The back of this one was a continuation of the other so to speak. "Even a Licky Hawk Concert, as you so dutifully named them." Once more the caption was simple. Lincoln Hawk's Top Ten Forgotten Bands of the 90s Concert. The next photo was one Chuck had taken of them, she recognized it as one they had made during their plotting against Georgina. "So maybe I wasn't afraid of hurting my back. And PS I always knew that you could be bitch enough for both of us, I just like getting to play along." Blair laughed. She had known from the beginning that Chuck had just gotten in bed with her to be close to her. The caption was another one of his. Chuck and Blair's Late Night Plotting. The next photo however caused her to laugh. It was before the wedding. Who on earth had taken a picture of her kneeing Chuck? "When you kicked me I was terrified because I really thought there was no chance now of us having something. I thought that you were really still mad at me for everything. But I caught a slight glint in your eyes when you told me that Georgina was the last thing we had in common and knew I had to do everything in my power to get you back." She shook her head reading the caption. Prior to Bart and Lily's Wedding.

As she looked at the following picture she couldn't help but reminisce. It was one she had seen before; after all it was in the official wedding album. It was of her and Chuck dancing at the Reception.

Chuck was nervous as he began his speech. Not because of what he was going to say, he knew it was good, but rather of how he was going to convince Blair to give him another shot. His thoughts were consumed by her and he couldn't concentrate properly. "I'd like to propose a toast." He began, raising his glass. "My father is someone who goes after what he wants. And Lily van der Woodsen was no exception. In typical Bass-man fashion his pursuit was direct and at times not exactly subtle." As he spoke he looked around the room, spotting Blair directly in front of him. Suddenly, he knew how to tell her how he felt, how to ask for forgiveness. That's why he put down the note cards and instead spoke from his heart. "One thing I learned from my father's courtship of Lily is the importance of perseverance. That in the face of true love you don't just give up, even if the object of your affection is begging you to." He had been looking solely at Blair, wanting her to know that his words were for her. After what he admitted to Nate today, he wanted nothing more than to tell her how he felt. But he had only been looking at her and this wasn't just about her, so he turned and looked at the happy couple. "One thing I learned from Lily is the importance of forgiveness. She gave my father the gift of a second chance and, in kind, I watched him become someone actually worthy of that gift." He focused back on Blair for his last lines. He needed her to know that this was the moment that he was asking for her forgiveness, once and for all. "And one day I hope I'll be lucky enough to find someone who will do the same for me. To the happy couple!"

Blair raised her glass with the toast but she couldn't take her eyes off Chuck. She couldn't help feeling like the words were meant for her. As everyone stood up for the first dance, Blair walked over to Chuck. "That was quite a speech. All your hard work must have paid off."

Chuck smirked and stepped forward leading her onto the dance floor. "It wasn't what I wrote. I was inspired in the moment." His eyes let her know that he was meaning that she was the one who inspired him.

Blair's eyebrows shot up. She had thought, maybe, but Chuck had just outright admitted that he had been talking to her during his speech, so she let him continue.

"Look, I know I said some horrible things. Even for me." Chuck said. She knew that he was sorry for those things; he just needed to clear the air one last time.

Blair jumped in at this but she noticed as she spoke that her voice didn't hold one hint of malice. "You mean blogging to Gossip Girl about our sex life and comparing me to your dad's sweaty old horse?" She asked with a shrug.

"What's your point?" Chuck asked knowing that she wasn't angry anymore. He could hear it in her voice.

"What's yours?" Blair asked in return, leaning back. She knew that Chuck was sorry and that he had feelings for her but she needed him to be the one to initiate this.

He leaned in, knowing that she wanted him to make the first move. He owed it to her. "You don't belong with Nate." Then he whispered. "Never have, never will."

Blair leaned in to meet his lips whispering. "And you don't belong with anyone." But me. She thought to herself as her lips met his. She knew it didn't have to be said outloud; Chuck knew.

After a few moments Chuck pulled back. There was something he needed to say. He wanted a real relationship with Blair, if he was honest with himself, he always had. To achieve that, things had to be different; it couldn't be the same as before. "Let's take it slow this time. Do it right." Chuck said quietly.

Blair was taken aback. Since when did Chuck ever take things slow? "Chuck Bass is a romantic, who knew?" She said sarcastically.

Chuck had the perfect answer for her question and smirked. "Now you do. That's all that matters."

Blair smiled at the photo. Of course Chuck's version of taking things slow had been simply to not rip her dress off in the middle of the dance floor or one of the bathrooms. No they had somehow made it all the way home. She turned the picture over. "I think I'm only a romantic for you." At the bottom in what looked to be Lily's handwriting it said. The Wedding Reception.

As Blair looked through the next few photos, it was a series of smiles and laughs. One was of them wrapped in sheets in Chuck's bed, another taken as they ate hot dogs in Central Park, one of them at Victrola (the club had been closed and she had given Chuck a private dance), the next was of them at Six Flags New Jersey, and the last was of them out to dinner with her mom. All of them were nice and Chuck had little comments for each. That had been the best week of her life and she wasn't ashamed to admit it.

Blair fully expected for that to be the last photo for a while since Chuck had abandoned her at the airport. She was surprised to find a photo Chuck must have made of the helicopter pad after she left. The back of the photo made her want to cry. "I'm sorry for abandoning you. I know I told you that at the White Party but I wanted to really tell you why. As I was about to leave my father, gave me this speech on responsibility and how you were going to change me and as I thought about it all I could think was that for you to change me, you would have to see me. As close as we had once been, I had never completely let you in. There was always a part of myself I kept guarded from everyone; even you. I'm sorry it just hurt too much. I was so scared and I knew that I was bad for you. So I stood you up. I've never forgiven myself." She shook it off and looked at the next pictures, they were of him, Nate, and Serena in the Hamptons and pictures of her and her dads in France. Also, there were a couple of her and Marcus. Every photograph with a different version of "I'm sorry." The next photo of them at the awkward family dinner with Marcus where the pin incident had occurred. Blair flipped the photo "I'm glad you didn't really feel the same way about Marcus that you did about Nate." The following of them walking down the street in the Hamptons, she recognized it from the Gossip Girl blast. "So I guess we were both wrong, he was neither a Georgetown or a Princeton man." After that came the White Party photo. Another Gossip Girl blast she knew.

"Chuck." Blair said exasperated as she turned around to see who was walking up behind her. "Aren't you done trying to destroy my night?"

He knew, right now, if he wanted her, he had to lay it all on the line. It would take that to compete with a Lord. "Look, I never should have abandoned you."

Blair was startled, she didn't expect this from Chuck, not anymore. He never was this forth coming or honest about his feelings.

"I knew I made the wrong decision, the moment your plane took off." He continued speaking, aware that he had her full attention. "I distracted myself all summer, hoping I wouldn't feel it, but I still do."

"And?" Blair said softly. She knew that he felt bad about leaving, but she needed more than that. She needed to know why.

"I was scared." He admitted. He hated this, he hated explaining his feelings but he knew that he had to. He owed her that much. "I was scared that if we spent the whole summer together just us, then you'd see." Chuck said warily.

"See what?" Blair asked. Again she needed more. She was confused. Why had he been scared to go away with her? She thought that he lo-, that was a thought for another time. Now she needed him to answer her.

"Me." He said immediately. Making himself more vulnerable than he had ever been before. He was close to tears, she was listening but she wasn't close to breaking. "Please don't leave with him." He whispered taking hold of her arms.

"Why?" She asked. "Give me a reason. And I'm Chuck Bass, doesn't count." She finished. She was finishing for a certain response. If he wanted her, really wanted her, then there was something that she needed to know.

"Because you don't want to." He said leaning in. He knew that she didn't want to go; she wanted to be with him.

Blair shook her head slightly. "Not good enough." She needed that one answer. That was all it would take to get her to stay.

"Because I don't want you to." He said trying to pull her to him. His eyes conveyed his sincerity; he knew that, even as they welled up with tears.

"It's not enough." She said, this time really shaking her head.

Chuck Bass didn't cry, but he was about to and he knew it. He didn't know what more he could give her. He had opened himself up to her in every way possible. "What else is there?" He managed to get out.

Blair could tell that this was hard for Chuck but she needed him to say it. "The true reason I should stay right where I am and not get in the car." She said slowly and clearly as she looked at him. "Three words, eight letters, say it and I'm yours." She said nodding slightly in encouragement.

He knew that this was ultimately what she wanted to say but he didn't know that he could. If he did, so much could go wrong; but for her, he would try. "I . . ." He started as she looked at him, eyes hopeful. "I . . ." He began again, trying to say them. He couldn't get the words out.

Blair looked at him, tears falling down her face. "Thank you." She said, pulling herself from his grasp. "That's all I needed to hear." She said, turning around. She couldn't look at him, he hadn't said the words that she felt. He couldn't say them, he didn't feel them after all. She had been wrong and she felt like dying. But she was a Waldorf, so she plastered a smile on her face and ran to Marcus.

As Chuck watched her run away he wanted nothing more but to grab her and say the words; but he couldn't. He couldn't, even though he felt them. And he knew then, that he had lost her.

Blair couldn't stop the tears from flooding her eyes at the memory. It had killed her that he didn't say it; that he still hadn't said it. She flipped the photo warily. "I wanted to say it, I wanted to say it more than you will ever know. I just couldn't. I wasn't ready. I am now." Her heart stopped when she read the last three words. He was telling her that he was ready to say that he loved her. The caption simply read The White Party. When she looked at the next photo she almost laughed, but not quite, not since she knew about Marcus and Catherine now. It was a photo of Chuck introducing her to Catherine. Following that there was a picture of her, Serena, and Chuck at the Bass Apartment that night. She remembered their conversation that night, all too well. It was a little too flirty for a girl who had a boyfriend.

"Did you enjoy meeting Duchess Beaton?" Chuck asked, raising his eyebrows and smirking. When he left the party it looked as though they were well on their way to a catfight.

"I did." Blair said smiling as she walked up to Chuck.

He knew that tone all too well, Blair wasn't upset, she wasn't pissed off, she was . . . victorious? "That's not sarcasm in your voice, that's—"

Blair smiled. Chuck was the only one who would know the difference in her tone of voice alone. "Victory. I know. Your plan to ruin me totally backfired. Turns out Marcus's mommy is even sicker than you are."

Blair smiled and Chuck laughed to himself. "You got along great." She would be the one girl that could one up that crazy bitch. He had heard plenty of stories of Catherine Mason running of Marcus's girlfriends.

"I think she recognized a part of herself in me. Or rather I recognized someone in her." Blair said shrugging.

"I don't follow." Chuck said confused, but he couldn't wipe the amazed smirk off his face.

Blair practically fluttered her eyelashes. She wasn't sure what she was doing but she had missed their banter. "All you need to know is that you lost. But don't be too hard on yourself. It was a solid effort."

"Tomorrow's another day." Chuck said still in awe.

"Goodnight Chuck." Blair said smiling, as she turned.

Chuck smiled in return. "Goodnight Blair." He watched her walk from the room, playing with her hair and he felt 'it' more than ever.

Blair smiled at the memory. She really had been missing their easy banter. She read the back trying not to laugh. "It took all my energy not to grab you and kiss you right there in the living room." There wasn't a caption on the photo.

The next picture alarmed Blair. Where the hell had it come from? It was of her and Chuck at her party when he was attempting to seduce her and they looked anything but innocent. She quickly turned over the photo. "Don't worry the picture was taken by one who was easily manipulated into giving it up."

Blair moved on to the next photograph. It was of them near the beginning of school, standing out in the courtyard. Chuck was trying to convince her to let him help her get Queen back, when she knew very well that he had set it all up. She turned over the photo. "I wanted you to need me Blair, that's why I set up the Queen switch. But even then, you still didn't need me." For some reason it made her sad to read that. She wasn't entirely sure why. The following photo was also at school. It was the day he had tried to tell her that they were inevitable. "Blair, I wanted you back as a friend even more than as a lover; wanting you as a lover was simply my excuse."

She laid the subsequent pictures out on the desk and turned them over in turn.

One of Chuck at her house when they were originally plotting against Vanessa, he was kissing her cheek. It was another of Dorota's. "I only agreed to do it for you in the first place. I never gave a damn about Humprey"

A picture of them together smiling at the housewarming party. "You were right you asked for it first, I shouldn't have tried to make you say it. I should have never made you chase me."

A few of her seduction attempt, both from Gossip Girl Blasts: one of her perched on his car, flashing some leg. "The garter is what got me."

Another of them at the Palace, her wiping his pants after spilling her drink. "You have no idea how difficult it was to keep you from noticing how turned on I was. It was most definitely work." She was surprised at that one. She had thought for sure that Chuck had been immune to her ministrations.

The subsequent photo definitely freaked her out a little. It was of her in Serena's bedroom, lighting candles. Chuck could be such a creeper sometimes. "Yes I took it. I couldn't resist. Your attempt that night was so close to working too."

After that, a photo of her and Serena at the Art Gallery before Chuck got there. She remembered Dan taking it. "When you couldn't say it I should have. Afterwards, I was so wrong, once I knew Dan was the one who stopped you, I should have run to your house and said it."

The next was of her and Chuck taken by Emma, the night that they had looked for her. "The back of the limo will always be sacred. I couldn't even begin to be with another girl back there." That made her happy. She also remembered that that was the night she had told Emma that her first time had been with someone she loved. Chuck of course didn't know that she had admitted it outloud, but she had.

Blair saw the next picture and smiled fondly. It was the last good memory she had of Chuck; the Snowflake Ball. Their bet had been one for the ages. It was true no one knew the other better.

"You look lovely." Chuck said walking up to Blair, noting that she was once more wearing his necklace. That was quite honestly the best 250 thousand dollars he had ever spent.

Blair looked up at him smirking. "Not as lovely as I'll look in my limo. So where's my Prince Un-Charming?"

Chuck smirked in return. "Sandbox rules, I'll show you mine, if you show me yours."

The minute the doppelgangers walked out both she and Chuck laughed before she drug Chuck to the side. "We both know that I'm your one and only and a Canal Street knock off seemed like the best option. Blair said in explanation.

Chuck nodded his head. "My thinking exactly." If he had it his way, then they would just dismiss the look-a-likes and hang out together.

Blair narrowed her eyes. "Fine. If Beta Bass is anything like the original I have no doubt that sooner or later he'll disappoint me."

Chuck could tell that Blair was scared of being with him by her voice but he was finally starting to feel like they had something building; however he replied snarkily. "And I'm curious to see if the new Blair has all the features I so enjoyed on the old model.

"So the bet is still on." Blair asked questioningly.

Chuck would keep playing this game with her. After all it was what they did. "Unless you're prepared to concede"

Blair shot him a look that told him she was definitely still playing. "To you? Never."

It wasn't long after that that they found Blair and Chuck 2.0 getting together and Blair walked away frustrated. "Everyone—even our doppelgangers can work it out. But we can't." She said so upset that she could hardly see strait.

Chuck knew what he wanted, he always had. "Dance with me."

"What's the point, Chuck. We're never going to be them. You said so, remember? It's not for us." She said weary from the constant struggle that it was to want to be with him and not knowing how much she could be.

Chuck knew that Blair needed reassuring right now, reassuring that the future he had hinted at once before was still possible and that she was always going to be an important part of his life. "Maybe. But I wouldn't change us. Not if it meant losing what we have"

Blair looked up at him, fed up. "And what do we have, Chuck? You tell me."

"Tonight." Chuck answered immediately. "So shut up. And dance with me." He said taking her hand and leading her to the dance floor.

Blair couldn't keep the smile off her face because what she wanted more than anything was him in her life.

Blair shook her head slightly at the thought. It was only a few minutes after that that Lily broke the news of the accident. They had all rushed to the hospital only to find that it was too late. She tried to be there for him and he tore out of the hospital in a rage.

Blair knew that that was the end of the happy photos. There wouldn't be another. The next was of the funeral. "I shouldn't have pushed you away. And my response to you telling me you loved me was intended to do just that. You didn't deserve that and I'm sorry."

After that it was a photo of her mother's wedding party. "Lily said something to me that night. She told me not to push away the people I loved. The only person I could think to go to was you. But my note was right, you deserve so much better. That's why I left. I didn't want to put you through what I knew I would."

She frowned at the next picture. It was the Gossip Girl blast of her and Chuck at school right before he got caught by Queller. "I know when you looked at me that day, you must have seen a monster and I'm sorry for that."

The next photograph was another that she didn't know existed. It was of her standing in front of Chuck at Victrola just a few weeks ago when she had gone to check on him. "I was a new level of awful to you that day, throwing your words back at you like I did. It was wrong but I wanted you to hurt like I was hurting. I wanted to put some of that on someone else and with you it was too easy."

By this point the tears were rolling down her cheeks. The following picture was off another Gossip Girl Blast. It was her and Chuck walking down from the roof that night at Victrola. "I never thanked you for saving my life that night. So thank you."

After that, the photo was of them sitting in Chuck's suite at the Palace. He had made it of themselves.

"What are you doing with the camera out Blair?" Chuck asked. He was a little worried because he knew how Blair was with pictures.

Blair smiled. "I think someone needs to remember how to have fun." She said snapping a photo of him, before turning the camera on herself and making a silly face.

First it was a smile, then as Blair's poses and facial expressions became more and more extreme, Chuck started to laugh.

Blair turned to him smiling. "That's more like it, Bass."

He walked over and gave her a hug that she wasn't expecting. Before reaching for the camera and making some pictures of both of them. Eventually, they collapsed on the bed in a fit of giggles. "You're the only one who makes me forget." He said quietly after a few moments.

Blair looked over at him. "I try."

"I know this hasn't been easy for you, any of it. But I want you to know that I'm working on it." Chuck said reaching over and brushing a piece of hair off her face. After a moment, he withdrew his hand. "Will you come to the will reading tomorrow? I need someone there with me."

"Of course." Blair said seriously. "Anything you need just let me know."

Chuck nodded. He wasn't pushing her away anymore because she had proved that she wanted to be there for him. "Thank you."

They fell asleep on top of the covers not long after that.

Blair flipped the photo. "Thanks for helping me forget, if only for a moment." This photograph surprisingly didn't make her frown and neither did the next one. It was a press shot of them standing outside after the will reading. She turned it over. "I would have probably just given the company to Jack to start with if you hadn't been there that day. You made me realize that my father didn't actually hate me."

The next photo however made her want to hurl. It was the two of them at the brunch she had thrown for Chuck. It was clearly another Gossip Girl Blast. His words of that day echoed in her head, "Quit trying to play the wife." She could still feel the pain of his words. Even after what he had just done to her, standing her up, having sex with other women, doing drugs in his office, and ruining her brunch, she would have forgiven him; but, the wife comment pushed her over the edge. She had just wanted to be there for him and after everything that she had done for him, to make a word that she had always cherished sound like the ugliest word in world, it was just too much. That's why she had ended things. She couldn't let him take her down with him. She had to salvage what was left of her own life. She didn't want to turn over the photo, didn't want to know what he had said about that day; but she did. "I am so sorry; so so so so so sorry. I was angry and I took it out on you. If there is a woman in the world I would ever consent to marrying, it's you."

His words should have made her feel better, instead she felt like someone had just punched her in the gut. Looking at the picture made her feel it all once more and it hurt. It hurt so badly she wanted to go home. The next few pictures were lost on her. They were all from this week, in the hallway with the flowers, walking together chocolates in hand, and various parts of yesterday with the jewelry. She didn't even look at the backs, she couldn't because her heart was hurting too much. After inserting the pictures she found that there was so much more room left in the album.

Then there was a completely blank photograph, as though a picture had been taken of a white piece of paper. She flipped it over, curiosity getting the better of her. "You may have noticed that this picture is blank and there are a lot of empty slots left in the album. This represents the future. If you want that future call me today because I have something important to tell you."

Blair's lip trembled and tears rolled down her face as the final bell rang. Serena rushed toward her the moment she got out the door. Blair simply handed her the album and started walking.

"Wait B, aren't you going to stay and look with me? I know that you'll want this back!" Serena called after her.

Blair glanced back over her shoulder. "Keep it." She said before speed walking out of there so quickly that Serena couldn't keep up. What the hell had gone wrong? Serena thought flipping through the last few photos to find whatever it was that had upset Blair so much. Apparently, Chuck had done something wrong; from the looks of it, very very wrong.

Chuck paced back in forth in his suite. Why hadn't Blair called him yet? It was close to night fall. The reservation was for 7pm and it was already 6. He was bursting with the good news. He knew that if only she saw that he had grown up, he had gotten the company back all on his own; she would forgive him. So he picked up his phone and simply clicked 1 and send. She was of course the first number on his speed dial, even above emergency numbers.

Blair heard her phone ringing once more and groaned. Serena had been calling all afternoon and Blair had been ignoring her. Finally she decided to just get it over with and answer. "What do you want?" She asked angrily.

Chuck was taken aback, he had realized that something hadn't gone as planned but she sounded pissed as hell. "To see you." He said softly.

Blair almost dropped the phone. It wasn't Serena, it was Chuck. Oh shit. "I'm hanging up." She said immediately.

Chuck smiled to himself. That she said she was hanging up meant that he had the ability to convince her otherwise. "No you aren't Blair. If you were you would simply have done it as opposed to telling me that you were going to do it."

Blair groaned, he knew her too well. "Okay whatever, why did you call?"

"Come out with me." Chuck said gently.

"No." Blair replied simply. She wasn't doing this, that picture from the brunch had broken her all over again.

He didn't know what had happened that had made them lose so much progress but he wasn't giving up that easily. "Please, I have something to tell you."

Blair rolled her eyes. "Tell me on the phone." She fully assumed that he was going to tell her how he felt and knowing that she knew that he wouldn't do it over the phone.

"It would be better in person. In fact, I'll only tell you in person." Chuck said, thinking that that would win her over.

Now she knew he was going to say it; but she didn't want to hear it. "Okay good, then I suppose we are done."

Something was way off with her tonight. "Blair, what's wrong?" He asked, his voice gentle.

Blair suddenly started crying. Damn it, that was supposed to happen. "I can't do this Chuck." She said though her tears.

"Blair, don't push me away." Chuck spoke in an attempt to soothe her.

Blair made a strange laughing sound. "Don't push you away? Don't push you away? Chuck I'm not pushing, you ran away from me a long time ago." And with that she snapped her phone shut and turned it off. She couldn't talk to him, not now, not ever.

Chuck stared at the disconnected line. He knew better than to call back but he tried anyway and it immediately went to voicemail. "Damn it." He cursed after snapping closed his phone. It was a good thing he had already gone all out for tomorrow because from the looks of the situation, he was going to need it.

A/N: Like I said last of the flashbacks. Only one more chapter to go on this fanfic. Reviews are always appreciated.
xoxo
kate