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"You can remove your hand from my back," Blair hissed after she noticed the stares the pair were receiving as they walked through the building lobby. Guess it has been awhile since a boy was spotted accompanying her, and touching her somewhat intimately.

Chuck looked up, a little startled. He had been day dreaming about her, again. He processed what she was saying and reluctantly brought his hand to rest at his side. He hadn't even consciously realized he had been touching her; it was just natural, strange as that may be.

"Dorota!" Blair shouted as they stepped off the elevator after a tensely silent ride up to Blair's penthouse.

"Hello Miss Blair. I take your coats," Dorota said as she eyed Chuck with a protective stare in her eyes.

"This is my um, Chuck, from school. We'll be working on an English project in my room," Blair stated awkwardly.

"Pleasure to meet you Dorota," Chuck said coolly.

"Yes, Mr. Chuck. Miss Blair, your mother say good-bye. She left when you at school."

Blair didn't answer. She tried to remember where her mother was going this time while she left her daughter alone, but she couldn't even remember.

"So this is your bed, huh?" Chuck asked as they entered Blair's spacious bedroom. She raised her eyebrows at his remark.

"Bass, remember why we're here. Miss Wright? English project? Ring any bells?"

"Alright, Waldorf, what's the project on?" he asked as he plopped himself down on the bed. Blair winced as her comforter became slightly rumpled. She took a seat at her desk.

"Emma."

"Who?"

"Emma, the novel. It's a romance story."

"Romance, really?"

"Bass. Focus. And eyes up; my face is up here," she snapped.

Later that afternoon, Chuck and Blair were working on the assignment by doing background research. Blair working at her desktop computer while Chuck worked on her laptop. A buzzing noise rattled the quiet bedroom. Blair quickly stood up to get her blackberry out of her purse. She scanned over the newly received text and frowned.

"What's wrong, Waldorf?" Chuck asked noticing the slight pout forming on her face.

"I have to go to Butter tonight," Blair spoke as she quickly typed on her phone.

"What's so bad about that?" Chuck asked concerned.

Blair bit her lip. "I didn't really want to go out tonight. I have some work I wanted to do to get ahead in a couple of my classes."

"So don't go?"

"I can't. I don't even want to think about what the girl's would do to me if I didn't show up. Duty calls," Blair tried to finish up on a cheerful note, but it ended up sounding bitter.

"Why do you care so much what they think about you?"

"Chuck! The way society views me is critical."

"You don't have to give into social standards. You can be like me."

Blair laughed. "Oh yeah, that would just be so productive wouldn't it? I could spend my days skipping class to drink in the back of my limo and light up in Central Park."

"If that's all you think I do, you don't know me. At all," Chuck retorted in the harshest tone he could muster to hide how much her comment stung.

"Fine Chuck, then I guess I don't know you. It's not like I've had much of chance. I never see you at society functions past the first five minutes."

"Because I, unlike you, don't see the value in wasting my time at those things. You know what Blair; I thought you were better than them. But now I see that you are just as disgusting as they are."

Blair gasped. She hadn't realized until now how they both had been taking steps toward one another. She turned on her expensive heel and quickly marched into her closet, to change clothes for later. Chuck slung his backpack over his shoulder and slunk out of the room. His eyes were dark and his body still slightly seething with a strange mix of rage and hurt.

While he was sitting in his suite that night, he couldn't get his mind off of what happened today. His mind was like a broken record, constantly replaying everything. It seemed to slow down when it would reach the part where Blair implied how useless he was, just so it could sting a little more. Then it would slow down again where Chuck called Blair disgusting. He kept picturing the painful look in her eyes as she gasped. She had looked like she was about to cry, and Chuck was sure she must of once she reached the privacy of her walk in closet.

He tried to forget about it. To forget abut her. But he couldn't. He had to make things right. It was his only chance.

"To Butter," he told his driver before stepping into his limo.

He found her almost immediately, but he didn't go over to her. He sat down at an empty bar seat and drank some "courage". He was Chuck Bass. He didn't do apologies. Yet here he was.

Blair was gulping her martini and chatting with her friends, he noted. Serena sat to her right. Then the conversation seemed to change. He couldn't hear what they were saying, but Blair and Serena were talking to each other, first under their breath and then escalating to what looked like a full-out fight of words.

Blair clumsily stood up from the table. It was clear she had a couple too many drinks. She walked right past him and out the door, without even noticing him watching her intently. He put his scotch down and dashed after her.

"Blair. Blair!" He yelled as he spotted her outside. She was leaning against a wall for support and was in the process of pulling out her phone.

"Chuck? What are you doing here?" She slurred. He finally reached her and noticed tears in her eyes. A couple had escaped and left wet marks on her face.

"It doesn't matter. You need to get home, Blair." He reached out his hand and wiped away the fallen tears.

She smiled slightly at his touch and closed her eyes.

"Blair, I'm not kidding. It's not safe here."

Her eyes shot open. "I'll be fine," she replied stiffly.

Chuck was not convinced. He pulled his cell phone out of his pocket and texted his driver their location to pick them up.

"Blair, what happened?" he asked. His voice didn't falter but his eyes were shrouded with concern.

"What does it matter to you?" Her mind clouded with the memory of this afternoon.

"Blair, I know you won't remember this tomorrow, but I'm…I…" Chuck looked off in the distance as his voice trailed off.

She looked up at him through her tired eyes.

"I think you need a coat. Look you're shivering. Ever try dressing appropriately for the weather, Waldorf?" he drawled.

"You came out here to tell me that?"

"No, I came out here because you are crazy for standing outside at night, alone and apparently drunk."

"I am not drunk," she muttered half-heartedly. "I just drank a little over my limit cause I can't stand Serena. She just kept going on the whole night about how wonderful it is that Nate asked her out. It's not fair that her life is so perfect, and well mine's just…never-mind. Then she accused me of being jealous of her and Nate. I'm not jealous of her getting Nate," she confessed.

Then she added in a whisper, "I'm jealous she's happy."

Chuck had been listening intently from his position walking next to her, his hand once again on her back, only this time he figured she was too drunk to realize. In fact, though, she did realize, but she decided at that moment she didn't want to tell him not too.

He rubbed his hand on her back soothingly. She looked up at him and smiled. It felt good to get his attention, and he loved giving her it.

Then she laughed, loudly.

"Waldorf, what's so funny?" He asked, annoyed she had ruined the moment.

"I can't believe I'm telling my problems to Chuck Bass. Why would you care?"

"Blair, I care about you," he confessed, his eyes locked on hers. He let himself say it because he decided there was no way she would remember it.

She opened her mouth to speak, but at that moment the limo pulled up. Chuck ushered her inside. Once she sat down she realized how tired she was. Chuck let her lean against him as she dozed off. His arm wrapped around her. He told himself it was just to keep her warm.

When his driver opened the door outside Blair's building, she was still soundly asleep beside him. He paused to take in how beautiful she looked as she slept.

"Waldorf," he whispered as he nudged her.

She mumbled "Bass" and some more incoherent words.

He pulled her onto his lap and put her arms around his neck as they latched on limply. Then he put one of his own arms under her legs, his other arm reaching behind her back, and effortlessly lifted her up and out of the limo. He carried her through the lobby, and during the elevator ride to her penthouse. The ding woke her up.

"Chuck, you're carrying me!" She yelled in a loud, cheerful voice. Her drunken state caused her reactions to be a little off, he concluded.

"Shh, Waldorf, You don't want to wake Dorota, only to have her find you totally wasted."

"I'm not wasted," she giggled, "Besides, Dorota isn't here. She left hours ago."

He gently placed her onto bed after he pried her now strongly gripping arms from his neck. She giggled again. He walked into her closet, and scanned the many racks and shelves of clothes. He finally found her sleepwear collection, smirking when he realized the uptight Blair Waldorf only owned skimpy nightgowns. He chose a purple one and brought it out to her.

"Here, you can change," he offered, assuming she would walk back to her closet or the bathroom to change.

He assumed wrong. She lifted her dress off her body, leaving her only in red underwear. His eyes practically popped out of his skull, his heart rate escalated, and his mouth even fell slightly agape. Then he turned around quickly.

"It's okay, Chuck."

"Waldorf, just put the damn nightgown on."

She giggled at how serious he was. He thought he had never met a drunk who laughed this much before.

"You can turn around now."

He twisted his body slowly, until he saw she actually did put it on. He was too busy looking at her body to notice the seductive glint in her eyes before she stalked over to him.

"Chuck," she murmured slightly as she pressed herself against him.

He stifled a moan. He couldn't bring himself to pull away, but he did manage to choke out, "Blair, we shouldn't do this, now. You're so drunk right now. It's not…It's not right."

"Chuck, I'm not drunk," she pouted.

"Blair," he said, trying to sound annoyed. He hoped she didn't notice how turned on he was.

She latched her lips onto his, kissing him hard and exploring his mouth. After a moment of surprise, he gave into the kiss. By this point, he was powerless to stop her.

She pushed him onto her bed, straddling his hips, as their hands roamed each other's bodies. She toyed with some of his hair. The entire time their lips only broke long enough to remove first his shirt and then her nightgown. He noticed she wasn't wearing any underwear now, and groaned. His hands cupped her ass. She unbuckled his pants and pushed them down.

Finally, she spoke, "Chuck, I need you now."

And that was enough agreement for him to proceed.

Afterwards, they lay together. She curled into his chest and he snaked an arm around her waist, to pull her closer. They both slept comfortably the whole night.

I hope you all enjoyed! I wonder what will happen when out two lovers awaken....

I'd love to hear what you guys think so far.

REVIEW :)