Thank you to everyone who reviewed my last chapter! If you have an account with messaging enabled I replied to you, but if not then I want you to know I appreciated your review too!

Disclaimer: Gossip Girl is not mine. I do, however, own a poster of Ed Westwick…does that count? :)

"I can not believe Serena puked on Taylor Lautner last summer!" Blair laughed happily as she took another sip of her wine.

"Believe it, Waldorf. When Serena's around celebrities she's even worse at holding her liquor than she is at algebra," Chuck grinned.

"Thanks for taking me out tonight, Chuck. I really needed this." Blair nibbled on a chocolate brownie Chuck insisted she try.

"My pleasure, Waldorf." Chuck drank another sip of his scotch before eating another bite of soufflé.

"I know you were just trying to do me a favor to make me feel better. The date idea was a nice pretense."

"Blair, it wasn't a pretense," Chuck said as he placed his fork down on the table.

"It's okay, Chuck. Really, I'm a big girl. I can take the truth. I know you don't do real dates, unless they end with a naked model in your bed."

"Blair, I really wanted to take you out. No strings attached," Chuck said looking into her eyes. "Unless of course, you want this to end in my suite." She shot him a glare.

They fell into a comfortable silence. Blair studied their surroundings. They were sitting at a secluded back table in a posh restaurant. The restaurant was romantic, but the vibe was still upbeat. Blair and Chuck, who were now eating dessert, had had a great dinner. The conversation flowed and surprisingly, they had been very comfortable together. Blair adored all the attention Chuck was giving her. But, she realized it was only dinner. Little did she know, Chuck had more in mind for this evening.

When they finished eating, Chuck paid their bill. He helped her put her coat on and led her out to his limo. After she sat down inside, Chuck whispered some directions to his driver holding the door open, before joining Blair in the limo.

"What was that all about?" she asked.

"What? Oh my driver? He just had a question about, uh, his salary," Chuck replied, glancing out the window. Blair didn't believe his answer, but she shrugged it off.

After a couple of minutes, she felt the limo come to a full stop. She stepped out of the limo, expecting to see her building because she had presumed Chuck was dropping her off at home.

"Chuck, why are we at your hotel?"

"You'll see," he replied, while guiding her out of the limo. He placed his hand softly on her hip as they walked into the hotel. Maybe it was the wine, but Blair decided not to protest; it felt too nice to stop.

"Chuck, seriously. I told you I'm not going back to your suite," Blair added a little panicky as they walked through the ornate lobby. The various workers of the hotel paused to greet Chuck as they passed. Chuck nodded at them.

"Waldorf, I give you my word. We are not heading towards my suite," Chuck said. "Just trust me on this one." He told her as he led her out a side door.

Blair froze when she took in their surroundings. They were in a dark alley behind the hotel. The alley was empty besides a few dumpsters and one chef smoking farther down.

"Chuck," she hissed "Where the hell are you taking me?"

"Waldorf, relax. Are you scared?" he playfully teased as they remained standing there.

"Of-Of course not," she replied in a weak voice that sounded strange to her ears. "I'm just concerned about the dirt here. These are new shoes after all," she said as she regained her composure.

"And that's all you're worried about?" Chuck pressed.

"Fine, so I'm worried we're going to get mugged or murdered. Excuse me for being the sane one concerned about our safety," Blair admitted.

"You have nothing to worry about," Chuck replied confidently.

"Really? Cause I'm pretty sure we're in the middle of a dark alleyway at 11pm," Blair screeched.

"I meant, if that did happen, I would protect you. From anything," Chuck said.

Blair laughed assuming Chuck was making a silly comment but when she looked up she saw the serious way he was looking at her, something told her that he wasn't kidding.

Blair didn't say anything; she was stunned. She managed to smile up at him and let him lead her down the alley. They arrived at a brown door on a faded brick wall, and Chuck pulled out a key to use it. Inside was an elevator. Blair breathed a sigh of relief; at least they were inside now, though she was really hoping they wouldn't be using that sketchy elevator.

She groaned when she saw Chuck push the up button on the lift.

"Bass, I demand that you tell me where you're taking me or I refuse to go any farther."

"And what if I don't? Are you going to walk back through that alley alone?"

Blair didn't say anything. Chuck knew her too well. She just hoped they would get to wherever they were going soon. And she vowed to herself that she would never agree to go out with Chuck again.

"Hurry up, Waldorf," Chuck called from the waiting elevator while he prevented the elevator doors from closing with his hand.

She hesitated for a brief moment before joining him in the elevator. Blair watched him release his hand from the door and press floor 16, which appeared to be the highest floor available. Blair's eyes widened with curiosity and suspicion. She had been in the hotel many times before for various occasions but she had only seen elevators go up to the 15th floor.

"Bass, what the hell is going on?"

"Waldorf," he sighed. "Can you just relax and enjoy the surprise?"

"How in the world is this enjoyable?" she questioned.

"You'll see," Chuck smirked.

The doors opened and Blair's mouth fell agape. Chuck grabbed her hand to pull her out of the elevator. He didn't let go of her hand as they walked around their destination. She barely even noticed his hand grasping her own as she was too busy taking in the sights.

They were on the roof of his hotel. From their spot, they could see practically all of New York City; his hotel was one of the tallest buildings in New York after all.

They city was dark from the night and illuminated by thousands of tiny, shining lights of city life. Blair looked to her left and she could see the Hudson River that appeared to be glistening as it reflected the light of the moon and the stars. She smiled to herself at how beautiful it looked; how did he know she adored the view of the city at night? She felt like time stopped while they looked out, and they were the only people in the world; a rare feeling amongst the normal bustle of life in the crowded city.

"Come here," Chuck said, starling her from her trance. He pulled her along to a corner behind a high, white picket garden fence Blair hadn't noticed before. She saw some old flowerboxes filled with dirt and dried up flowers. She wondered whose garden it had once been.

"It was my mother's," Chuck explained like he read her mind.

"The garden," he added. "It's the only thing of my mothers that my father didn't destroy… only because he never knew she had this up here. I found her name carved into one of the flowerboxes." Blair nodded as she listened to him intently.

"How did you find it?" Blair asked as they walked along past the dried up flowers.

"Came across it after a dispute with my father back in middle school. I've been coming up here ever since."

"Here," he gestured as he led her to a bench, the size of a loveseat, residing near the corner of the garden. It provided the perfect view to look out. She sat down still in her navy blue gown and gold heels from the party earlier this evening. It felt like years since she was seated at the Stein's Banquet when in fact it had only been a couple of hours. He carefully sat down next to her. He was also still in his party clothes, a dapper black tux and polished shoes to match. They sat in a comfortable silence as they gazed at the view.

"It's lovely," Blair said. She could have sworn she saw Chuck smile but the movement of his mouth was so quick it was almost unrecognizable.

Blair pulled off her heels, wincing at the blisters that had formed, and folded her moisturized legs on the chair under her.

A cool wind blew across the rooftop. Blair shivered slightly and leaned closer to Chuck. He wrapped his arm around her to keep her warm. It also just happened to bring them closer together. Blair leaned away from his embrace, but when the wind blew again she leaned back into his strong chest.

"Chuck?" she asked quietly, not wanting to break the peacefulness.

"Hmm?" he mumbled.

"Why did you take me up here?" she asked, slowly turning to face him.

"I wanted to show you what I do during the day since you seem to be under the impression that all I do is drink, and smoke," Chuck replied trying to keep the bitter edge away from his tone. He didn't want her to think he was mad at her. It had, naturally, bothered him that she thought that was all there was to him, and he wanted her to know the other sides of him, to understand the real Chuck Bass. He took many sleepless nights thinking about Blair to come to the conclusion that this was the only way to show her.

Blair stared at him puzzled for a minute, until she remembered their conversation earlier in the week…

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.

"Chuck," she said as she placed a manicured hand on the side of his face. "I didn't mean what I told you. You were… just infuriating me."

"I know you think that about me. I wanted you to see this… to see there is more to me…than meets the eye," Chuck said slowly. "I come up here for peace, to escape my father. And I come up here to think. I've never drank, smoked, or even fucked a girl up here." He looked into her eyes as he spoke and Blair noticed the vulnerability and pain in them. She couldn't imagine having a father like Bart Bass and being motherless. At least she had Harold.

"Chuck," she said as she traced his jaw with her fingertip, "Thank you for taking me up here." And just like that she brought her hands abruptly back into her lap and turned her focus back to the skyline. Chuck smirked, pleased with himself for breaking her cold exterior, even if it was only for a few minutes.

They continued to gaze out across the city. Eventually Blair fell asleep and her head feel gracefully onto his shoulder. Chuck remained awake. He tried to keep his focus on the skyline, but he had trouble taking his off a sleeping Blair. He couldn't believe that she was just as beautiful asleep as she was awake. He knew he should probably wake her up and take her home, but he cringed at the thought of disturbing her sleep.

Eventually, an ambulance siren rang a couple blocks away, just close enough to wake Blair up. She murmured some words unrecognizable except "Dorota" and "breakfast" and stretched dramatically while keeping her eyes closed.

"Bass?" she screeched startled for a second by his presence and their current location before she remembered what had transpired that evening. She smiled slightly to herself at the memory.

"Waldorf, I should take you home now," Chuck forced himself to say. His voice was laced with a trace of regret as he stumbled over the words.

"Yes, that would be…fine," Blair said as she looked down at her phone to check the time. She sighed when she realized how late it had gotten. The sun would be rising soon, and Dorota would be worried if she arrived to the penthouse only to find Blair not there and alert Eleanor who wouldn't have even realized her daughter was missing.

Blair stretched her arms over her head to relieve her sore back after sitting in the same position for hours. Chuck stood up and offered his hand to Blair. She let him pull her to her feet, before they walked back to the elevator.

"Has anybody else besides you or your mother ever been up here before?" she asked as he pushed the down button and they waited for the elevator doors to open.

"Not that I know of. I know my father never bothered to go up here. And I've never taken anyone up here, until you that is," Chuck said as they entered the elevator.

"Thank you for sharing this with me," she said as the elevator doors re-opened and they made their way through the alley and then the lobby.

"No Problem, Waldorf," he smirked slightly.

She tried to find the words to express how her opinion of him changed, but she didn't want to admit that he was right and before tonight she had merely thought of him as someone who did nothing but participate in illegal activities. Granted, all she learned was he liked to be on his rooftop to think quietly and enjoy the view, but it made her think about how many hardships he had faced in his life that he needed those precious moments of peace not to go insane. She understood his need to escape his father's presence, much like her own desire to escape her mother. Clearly, there was more to Chuck Bass than meets the eye, and Blair was secretly thrilled to learn even more about him.

They entered the limo for the ride through Manhattan. This time the limo did indeed stop in front of her building. She stepped out of the limo, and Chuck started to follow her out, but she held up her palm.

"Thanks, Chuck, but I think I can manage the rest of the way by myself."

He reached out his own hand and gently placed her palm at her side before stepping out of the limo to stand next to her on the New York City sidewalk.

"What floor are you on again?" he asked as he moved ahead of her to walk into the lobby. She stood still for a second, a little startled that he had just disregarded what she just said. That never happened to Queen B, especially not on dates. When she was going out with Nate last year, he had always done whatever she requested. Of course, this date today was with a certain Bass and Blair realized she should have known not to expect anything she was accustomed to on dates with Nate or any other guy for that matter. She walked quickly to catch up with Chuck who she found waiting just inside the hotel doors.

He walked with her through the lobby and up to the Waldorf penthouse. She paused when they entered the dark foyer, waiting for him to leave.

"Waldorf," he drawled. "I'll let you get your beauty rest. I assume we'll be working on the English project tomorrow?"

"Sure," she replied. "Oh, wait, I forgot. My mother is hosting a brunch tomorrow. I can get out of it. I will gladly get out of it. But we can't meet here. Maybe the library?"

"We can work in my suite," Chuck suggested. Blair gulped.

"Is there a problem working in my suite?" Chuck questioned.

"I just, I doubt we'll get any work done there," Blair scoffed.

"Nonsense, we can do the English project," Chuck said. "Or anything else." He smirked, giving away his on the spot innuendo-the best he could do at almost 3 in the morning.

"Fine, Bass. Your suite. Tomorrow. 4pm," Blair stated in her no nonsense tone. Chuck nodded his head in agreement.

"See you tomorrow, Waldorf." He started to turn towards the elevator, but stopped. He walked toward her. Her knees felt shaky as he came closer, but she held her heels firmly planted on the marble floor.

In one fell swoop, he pulled her into his arms and placed his lips gently on to hers. It was passionate, yet sweet. He placed one hand firmly on her waist while the other cupped the back of her head. She moved her arms up to rest on his neck and her fingers danced with the hair on his neck. She reveled in the kiss and found herself a little disappointed when he didn't try to deepen the kiss. When he pulled away, she had to use a great amount of self-control to prevent a whimper that wanted to escape at the loss of contact.

"Bye, Waldorf." He said as he backed away toward the waiting elevator and pressed the button for the lobby, never taking his eyes off of hers.

"Chuck, wait!" Blair called out. She didn't know what came over her, but she couldn't stop her rash move now.

She stalked into the elevator, grabbed his face with her two hands and kissed him hard on the lips. Chuck was stunned for a second before her wrapped her up in his arms and pulled her close. They both deepened the kiss, and before they knew it they were both panting as their tongues continued to duel. Their hands began to roam each other's bodies. Chuck's hands made their way to Blair's chest and she moaned.

Suddenly, the elevator dinged to signal that they had reached the lobby, and they broke their embrace. Blair quickly backed away from Chuck, who was sporting a guilty smirk.

"See you tomorrow, Bass," she said curtly, feeling embarrassed.

"Tomorrow," he nodded at her, before strolling out of the elevator all the way to his limo. He left a blushing Waldorf in the elevator, who used her ride back up to her penthouse to silently curse that motherchucker for being so good looking to make her do something so impulsive.

Full disclosure: I do a little happy dance every time I get a review.