Fifth chapter! Anyway, it contains a flashback, and cute Chuck and Blair moments. The flashback takes you back to the night Nate and Blair broke up in Victor, Victrola. And by that time, Chuck was already in love with Blair. Enjoy!

Disclaimer: I don't own Gossip Girl or Friends


"A true friend is someone who knows there's something wrong even when you have the biggest smile on your face."
- Anonymous

Blair opened her eyes as the sunlight seeped through her curtains. She looked down at what she was wearing: the dress she wore last night; then it all came back to her, her breakdown at Butter, shopping with Serena, Chuck, Andrew, and...Chuck.

She sat up and looked around for him. "Chuck?" she called out. No reply. She scoffed. Unbelievable, she thought. That Mother Chucker thinks he can just stay with me and then-

But her thoughts were interrupted when Chuck entered the room carrying a breakfast tray, smirking at her, making her jump in surprise. "Good morning, Sleeping Beauty," he said as he put the tray on her bed. "So here, we have your favourites, pancakes, Belgian waffles, and some orange juice."

"Y-You made this?" she asked.

"Well," he started. "I may have called Dorota and asked her to cook a few things..."

She just stared at him, still surprised that he was still here. She tried to say something, thankfully, she was able to. "Uh...okay. Let me just...go brush my teeth." And with that, she walked to her bathroom and closed the door. She checked her mirror and was disgusted with herself. Her hair was a mess. Picking up a hairbrush, she untangled her hair and brushed her teeth. When she was done, she glanced over to her toilet, praying that it will never make her relapse again. She stayed there, staring at it for a few more moments, when the door opened behind her.

"Blair?" Chuck said, examining the scene in front of him. When he figured out what she was doing, his expression changed to worry. "Blair, you didn't-"

She cut him off, not wanting him to worry about her. "No, I-I-I didn't!" she stuttered. "I swear, Chuck, I didn't-"

"You'd tell me if something was wrong, right?" he asked, putting his hands on her arms.

"No, no, nothing's wrong," she assured, placing her hands on his shoulders. "I promise."

Chuck nodded in understanding, his right hand placing itself on top of her left hand, caressing it gently. The feeling of his hand on hers brought back a familiar memory to Blair. She sat on the edge of her bath tub as pieces of those memories popped back into her head.

A seventeen year-old Chuck Bass walked inside Blair's bedroom. She called him and asked him to come over, and was crying over the phone. "Waldorf?" he called, but no one answered. Instead, he heard someone crying, and it was coming from the bathroom. "Blair?"

He stepped inside her bathroom and saw his best friend sprawled on the floor, sitting beside the toilet crying. Her hair was messy, and her eyes were red and puffy. She looked up at him, and anger filled her eyes.

"Why didn't you tell me that Nate slept with Serena?" she demanded, her voice cracking. Shit. She knows. Chuck looked down, knowing that this day would come, and it has. When he didn't answer, she cried, "Answer me!"

Chuck wanted to tell Blair about Nate and Serena immediately after he caught them in the act so they could break up and he wouldn't have to act un-heartbroken every time Nate and Blair kissed. But as much as wanted to tell her, he couldn't bear the thought of being one of the reasons of a Waldorf breakdown.

"It wasn't my place," he said, still not looking at her.

"Don't give me that crap, Bass!" she shouted, crying harder. Knowing that she wouldn't be able to get the truth out of him, changed the subject as Chuck sat down beside her. "I tried everything I could to make it special...and...It never happened, not even at that stupid masked ball I attempted. I'm not...good enough for him...I never will be."

"No, he isn't good enough for you," Chuck said. "Archibald can be an idiot sometimes and maybe other guys that...will be lucky enough to have you."

Blair turned her head to look at him, confused. "What are you saying?"

"I'm saying," he started taking her hand. "That you, Blair, are beautiful." She smiled at him. "All you have to do is believe it. Because you are a woman that can make any man fall under her spell...and if they're as lucky as I am, they'll see how beautiful you really are." He put his other hand on her cheek, wiping away her tears, and she rested her head on his shoulder.

Moments later, she spoke. "I can't believe it," she said, laughing a little.

"What?" he asked.

"Chuck Bass is a romantic," she teased.

He smirked. "Only with you, Waldorf," he told her, and she laughed.

"What are you thinking about?" Chuck asked, now sitting beside her on the edge of her bath tub.

She shook her head. "Nothing...It's just...I remembered one of the times I called you over here when I still had bulimia," she explained, her eyes distant. "I was crying and I blamed you for not telling me about Nate and Serena, and I also recall that that was the night I found out you were a romantic."

Chuck smiled. "I still am," he said softly.

She smiled back at him. "I know," she replied.

Chuck took a deep breath, and gathered all the courage he had, and was about to tell her how he felt about her, when suddenly-

Blair grabbed her shower head and sprayed water all over him. He reacted by putting his hands in front of him in an attempt to shield himself. She laughed and laughed.

Then she stopped, waiting to find out what he would say. "Waldorf, are you insane?" he shouted with a serious expression, gesturing to his suit. "This is Armani!"

Speechless, she just stared at him, and was about to apologize when Chuck grabbed the shower head and gave her a fair share of water. She screamed as he laughed. "Bass!" she cried, and laughed with him. "My hair!" she shouted, as she put her hands in front of herself the same way Chuck did. And they just kept doing that, laughing and screaming if one of them got sprayed.

Later in the afternoon, after they dried themselves and got changed into a new set of clothes, they were at the Empire Hotel bar, Chuck with his usual glass of scotch, and Blair sipping on a martini. Then, her phone rang, and she opened the text from Serena.

B, where r u? Been calling u all day. U got me worried...can we meet your place in 10? –S

Blair sighed, as much as she wanted to see Serena; she was having too much fun with Chuck.

"Who is it?" Chuck asked her.

"It's Serena, she wants to talk to me, but I-"

"Go."

"W-what?"

"Go," he said, smiling slightly. "Anyway, I have a meeting with the board of Bass Industries in a few minutes."

She rolled her eyes and smiled at him. They stood up and Blair hugged Chuck, and he hugged her back. "Thank you," she said, and he smiled. "For everything." Then she smiled at him once more and walked away.

Meanwhile, Chuck just stood there, still smiling, surprised that after all these years, she was still the only woman who had that effect on him.

When Blair walked into her penthouse, she found Serena pacing back and forth. "Hi," she greeted.

Serena turned around and sighed in relief, walking towards her and hugging her. "B, where were you? I was so worried."

"I was here the whole time!" Blair replied. "But I just came from the Empire, I was with Chuck, and I...broke up with Andrew. Turns out he only stayed with me to get laid."

Serena pulled away from her. "Oh my gosh," she said with a worried expression. "A-Are you okay?"

Blair nodded. "Chuck helped me get through with it. I mean, I called you last night, but you didn't answer."

"Oh, I'm sorry, I was with Nate, and-"

"Serena," Blair said suddenly. "Relax, you don't have to explain. It's okay."

The blonde nodded, and started squealing happily. "So," she teased. "You Chuck."

Blair laughed. "Yes, me and Chuck," she repeated. "But nothing happened...we just...fell asleep together."

Serena raised her eyebrows at Blair, giving her a teasing smile. "So something did happen?"

Blair laughed once more, giving Serena a playful slap.


The meeting with the board of Bass Industries had been cancelled, and Chuck decided to go see Nate, knowing that Blair was with Serena; Nate would probably be as bored as he was.

He knocked on the door of Serena and Nate's apartment. The door opened and there stood Nate. "Hey," he said.

"Hey," Chuck said, both of them feeling a little awkward due to the last time they saw each other.

"Come in," said, gesturing him to enter. Chuck entered and sat on the couch, sighing slightly. "How's Blair?" Nate asked as he sat down beside him.

"She's good. Good," Chuck replied. "Broke up with Andrew..."

"What?" Nate asked, quite surprised. "Why?"

Chuck shrugged. "Turns out he only stayed with her to get laid."

Nate shook his head in disbelief. "Oh my God," he muttered. "B-but, did he?"

Chuck shook his head. "Blair didn't let him, called me after they broke up, wasn't too happy about it."

"Was she heartbroken?"

"She felt stupid for almost losing her virginity to Andrew."

"Whoa, whoa, whoa, wait a second...lose her virginity...y-you mean-?"

"That's exactly what I mean, Nathaniel."

A few moments of silence passed until Nate broke it. "You still love her, don't you?"

Chuck didn't answer. But Nate read him like a book and knew that his answer was yes.

"Tell her," Nate said. He loved the effect that Blair had on Chuck. It made him seem more...human.

He shook his head. "She doesn't feel that way about me..." he said, barely above a whisper. "And even she did, she'd think I'd cheat on her."

"Would you?" Nate asked him.

"Never," Chuck replied.

"Well then, what are you waiting for?" Nate said, making Chuck look at him. "Tell her how you feel about her."

"Nate-" Chuck started, but Nate interrupted him anyway.

"You were the one who told me to tell Serena how I felt about her," Nate explained firmly. "And look where I am now."

Chuck paused for a while. "This time is different."

"No, it's not. Okay? Maybe, if you actually take the chance and tell her, then you'll find that she's in love with you too."

Chuck thought about the possibilities. No way. He sighed and got up. "Maybe I should just...go." And he left a disappointed Nate as he exited the apartment.

As he walked down the hall, the only things he could think about were Blair, how he feels about her and Blair. Then, Nate's words popped into his head. Tell her how you feel about her. You'll find out she's in love with you too. No way, no way. She couldn't possibly...

But maybe he could just visit her, see how things are, and it's been a long time since he's talked to Serena, and since she's with Blair...well, why not? What's the worst that could happen?


Blair and Serena were in Blair's bedroom doing some girl talk, when suddenly, they heard the elevator ding and heard Andrew's voice call for Blair.

"Blair?" they heard. "Are you here?" Serena gasped and Blair's jaw dropped. "I wanna talk to you."

Blair scoffed. "What does he want?"

"Maybe he wants to get back together," Serena said, but Blair scoffed again. "B, give him a chance, I mean, maybe he just had too much to drink that night."

The brunette rolled her eyes. "This coming from the person who said she wanted Chuck and me to get together."

"Well, just...talk to him...maybe he wants to apologize."

"Fine," Blair sighed. "Stay here."

Descending the stairs, she saw him. Tanned, tall and blonde. "What do you want, Andrew?" she said coldly when she reached the foot of the stairs.

He walked towards her and held her hands. "Listen," he told her, looking her in the eyes. "I am so sorry about what happened the other night, and if you would give me the chance to make it right, I will."

Blair resisted the urge to roll her eyes. She gave him a fake smile. "As much as it makes me smile to see you in pain, I don't think I will give you the chance. Ever."

She was about to go back upstairs, but Andrew held on to her tighter. "No, Blair," he said. "You don't mean that."

"Yes, I do," she replied, getting quite annoyed with him. She tried to make him let go of her, but it was no use, he pulled her towards him and kissed her.

Blair tried to feel something in the kiss...nothing. Just nothing.

Suddenly, she heard the elevator ding and opened her eyes to check who it was, but Andrew's face was blocking her view. Thinking that it was Serena leaving to give them privacy, she closed her eyes again. Seconds later, she realized what she was doing, or rather, what she was still doing and pushed Andrew away.

"No." She said firmly.

"But Blair, I-"

"I said no. Now get out." And with that, he left without saying another word.

Blair walked up the stairs again, opened her bedroom door, and to her surprise, heard Serena's voice.

"So, how'd it go?" Serena asked.

"Wait...y-you're still here?" Blair asked, feeling a little stupid.

Serena looked at her weirdly. "Uh...yeah. Why? Did you want me to go?"

"No, no, no, no," Blair said. "I-I just thought I heard the elevator bell ring...never mind."

"So, what happened?"

"Oh, nothing, nothing," Blair said simply, examining her nails as she sat on the edge of her bed. "Just ended things with Andrew is all."

"Oh...well," Serena said. "Do you wanna talk about it?"

Blair looked at her and shook her head. "Not really...I just thought that...he'd be different, but he's just like every other guy I've dated...he's never really paid attention to me."

Serena sat beside Blair and put an arm around her. "You'll find the right guy, B. Just give it time."


Okay, I know, I know. I'm not really fond of this chapter either. My favorite part is just...the beginning. Anyway, please review. Nothing harsh, please! :)