A/N: Hey guys... another tame chapter, but this one is packed with emotions :). And don't worry, the next chapter is coming soon, and it will DEFINITELY be rated M. Thanks again for all the reviews!

Chapter 5

Blair passed the week in a state of total numbness. When she saw Chuck in school, she put up her ice queen facade and ignored him completely, even though it felt as if tiny daggers were being driven into her heart. She thought she felt his eyes on her more than usual, but trying to figure out why he was watching her only put her in more pain, so she did her best not to think about it. Not to think about him, period. She wasn't having much luck. She could ignore him all she wanted, but that didn't change the fact that in her mind she was constantly replaying the image of him staring at her with that strange expression on his face, and then turning and leaving. Just leaving her there to fall apart.

Serena had been at her side all week, throwing nasty looks at Chuck and refusing to speak to him, both at home and at school. On Thursday, he approached her in the courtyard, just after Blair had left to make a stop in the bathroom before class. Serena pretended to be busy packing up her bag.

"Serena. I need to talk to her," Chuck said in a strained voice.

"Stay the hell away from her, Chuck," Serena snapped. She noticed that Chuck looked exhausted and very unlike himself - dark circles under his eyes, hair messy and uncombed, skin paler than usual. He looked like a wreck, but she was too furious with him to care. Good. Let him suffer.

"You don't understand. I need to explain -" His tone was becoming desperate.

"Don't you dare say a word to her Chuck, or I swear to God I will make you regret it," Serena snarled menacingly. She turned on her heel and stomped away, leaving him alone with his guilt-ridden thoughts once more.

He sank on to the bench she had just vacated and placed his head in his hands. He couldn't believe how badly he had fucked up. Things had been going unusually well with Blair, and then he had to go and screw it up. She had said I love you, for God's sake. True, it had not been directly to him, but she had spoken the words he had been so desperate to hear. And he had just walked away from her. He knew how badly he had broken her, and he hated himself for it. His every waking moment (and that was virtually every moment, because he was having trouble sleeping) was consumed by grief and guilt. He needed to explain himself. To apologize. To tell her he loved her too. But judging by Serena's behavior, it seemed that the chances of that happening any time soon were very slim.

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Bart, Lily, Serena, and Eric were all out that afternoon, and so Chuck had the suite to himself. He was lying on his bed and staring forlornly at the ceiling for the third hour in a row when he heard the click of heels in the hallway. He sat up, perplexed - Lily and Serena weren't supposed to be back for another few hours. He walked over to his door and poked his head into the hallway, listening. To his very great surprise, a few seconds later, he watched Blair emerge from Serena's room carrying a white shirt. It was hard to tell because she had been ignoring him all week, but he didn't think she had seen him.

"Blair!" he called out as she clicked toward the staircase.

She spun around, horrified. When she had decided to stop by the van der Bass suite to pick up a shirt Serena had borrowed weeks ago and forgotten to return, she hadn't counted on Chuck being there. "What do you want, Chuck?" Blair said icily, trying not to let any hint of her despair creep into her voice.

He advanced towards her, and she took a few unsteady steps back. "I want to apologize," he said. If Blair hadn't been so upset, she would have been surprised. She had never heard Chuck Bass apologize sincerely to anyone.

"For what?" she said, refusing to let him know what he had put her through.

"For the way I acted the other night. After dinner," he said quietly, looking straight into her eyes.

"Why are you apologizing, Chuck? It doesn't matter," Blair snapped.

"Yes it does."

"No it doesn't. What you heard wasn't true," she lied in a desperate attempt to save her dignity.

"I don't believe you," he said, although pain had etched itself across his face at her words.

"Believe whatever you want. It was a lie."

"Look, I know you're upset, but -"

"Why would I be upset?!" Blair said, her voice rising dangerously. "Because I said that I loved you, and you walked away?! Because I said the thing that you're too fucking scared to say yourself, and all you did was look at me?!" She screamed, fighting back tears. She would not let him see her cry.

"I'm so sorry," he murmured, sorrow filling his eyes.

"Forget it," Blair hissed. "I'm leaving. And don't you dare try to follow me." She whirled around and practically ran down the stairs, tears beginning to fall. As she jabbed the button for the elevator, she heard him come up behind her. He placed a tentative hand on her arm.

"Blair -"

She furiously yanked her arm out of his grasp. "Get off of me! Just stay the fuck away from me, Chuck!" she yelled. Her entire body was shaking. Mercifully, the elevator opened at that moment, and she stepped in, reaching for the doors closed button. Before she could hit it, Chuck stepped into the elevator as well.

"I can't. Please listen to me," he implored desperately. She raised her hands to shove him or slap him - she just wanted to cause him as much pain as possible - but he caught them in his own and pinned them against the back wall of the elevator.

"What the fuck are you doing?!" she screamed, struggling to free herself, but it was no use. He was much stronger than her, and he had her trapped.

"I'm trying to get you to listen to me," he said, looking directly into her eyes. They were filled with tears, and again he felt a sharp stab of guilt. He knew there was only one way to make her pain go away, and he was going to do it. "No one, not even my father, has ever said those three words to me. I walked away from you because I was afraid. And I'm sorry for that."

Blair had stopped struggling. She was now gazing up at him, transfixed.

Chuck took a deep breath. "And you need to know -" his voice broke. "I love you, Blair."