Authors Note: First of, Happy New Years everybody! I hope you all celebrated and had fun! Second, sorry that it took so long but with the holidays and everything I didn't find the time to write much. Third, this chapter contains Dair sexyness (at least I hope I managed to write it in a sexy way) this was my second time writing smut, first time writing a female/male smut piece. Hope you enjoy it and please review so I know what you think!

Last, thank you all so much to the ones who reads and reviews, I really love the reviews, they inspire me to write.

Blair had hurried after Dan but as quickly as he appeared, he was gone. She stood outside the club looking for an expensive car or his plaid shirt for a few minutes, calling his name as she was doing so. It wasn't until Blaine angrily told her that she was needed on stage that she went back inside. She danced, but her heart wasn't in it. All she wanted to do was find Dan.

Blair was walking the unfamiliar streets of the Upper East Side, feeling more out of place than she ever had in her life. She got Dan's address from Nate the night before and hoped that he would be home. It was Saturday morning after all.

The doorman looked at Blair quickly as he let out a tall blond from the building that Dan lived in.

"Uhm, hi. Is this where Dan Humphrey lives?" She asked the doorman timidly.

The blonde who was about to get in to a town car stopped and turned to Blair.

"Why do you ask?"

Startled, Blair turned to the girl. She was dressed in black Louise Vuitton stiletto heels and a dark blue Hermes dress, the kind of clothes Blair had only seen in fashion magazines. She envied the girl, just her shoes probably cost more than two month's worth of rent.

"Who are you?" The girl asked, looking at Blair up and down.

"Uhhm, my name is Blair."

"You're Blair? The same Blair that my brother's been talking about and texted every day for two weeks now?" She looked at Blair in distain, she had expected someone completely different, someone from the Upper East Side, or at least from the Upper West Side. Not a girl dressed in a Top Shop dress and cheap shoes from whatever store the girl could afford.

"Oh, you're Jenny?" Blair remembered Dan telling her about his family and his school, apparently there was some kind of hierarchy in his school, where Vanessa was the leader of the girls, and Jenny was next in line.

"Yeah. So listen, Dan's upstairs but he's in a terrible mood." Jenny signaled to the doorman to let Blair in "Enter at your own risk." Jenny got in the waiting car, not giving Blair another glance.

As she got in the elevator her heart pounded in her chest. She was thankful that Jenny had let her in, but she could tell that the girl didn't approve of her. She didn't fit in in this world. It scared her.

As she stepped out of the elevator a woman, the maid, Blair guessed, greeted her.

"Hi, I'm Blair." She stuck her hand out to greet the woman who obviously wasn't used to people being friendly because she slowly extended her hand for Blair to shake.

"I'm Dorota." She answered in a thick polish accent.

"I'm here to see Dan." Blair smiled uneasy at her.

"Mr. Dan is in his room. Does not want visitors."

"It's really important, I have to talk to him." She pleaded, but the maid had put herself in between Blair and the staircase, where she guessed Dan's room was.

"I'm sorry miss."

"Alright, what if you didn't see me. I snuck up here without you knowing?" Blair was becoming frustrated, she was tired and angry and all she really wanted to do was go to bed. She did not want to be here, anywhere but here. And yet she felt like she had to apologize.

Dorota must have sensed her irritation because she slowly moved away with narrowed eyes. She smiled gratefully at her before quickly walking up the stairs. She heard loud music coming from one of the rooms, recognizing the Rolling Stones song 'Paint it Black' she assumed it was Dan's room. She didn't knock, just walked straight in.

Dan was sitting by his desk writing when the door opened and he quickly looked up. Not expecting Blair to walk in he couldn't help but frown at her.

"What are you doing here?" His voice was cold, disconnected. He looked back at his computer screen.

"Don't do that. Don't act like we don't need to talk, like you don't know exactly why I'm here." She looked around the room before deciding to sit on a chair by the window and incidentally right next to Dan.

"How did you even get in?" He didn't turn from his computer, not giving her a second glance.

"Your sister helped me out." Blair shrugged. When he still didn't look at her she gently grabbed his chin and turned his face towards her. "Look, you know that I'm seeing Carter, you said it was fine. But I'm sorry, okay? I really am, you shouldn't have had to see that."

Dan angrily shoved her hand away from his face and stood up.

"I never said it was fine. Besides it's not like I have a say, we've been on one date."

"Exactly!" Blair stood up too, aggravated by his attitude. "We've been on one date and now you're acting like I cheated on you or something!"

He took two long steps so he was standing only inches from her.

"I guess I was wrong about you," he all but whispered "I guess I thought that this was something more, that it would become something more, even if it's only been one date. I like you if you hadn't noticed."

Blair just stood there looking up at him. The rawness in his eyes made her slightly uncomfortable, she wasn't used to this. Wasn't used to the honesty and the strong feelings that she felt for him. She didn't want to hurt him, yet she had.

"I…I…" She couldn't form any words.

"You what?" He was even closer now.

"I can't do this." Quickly she walked to the door and got to the elevator as fast as she could. The realness of the situation hit her too hard. She was falling for Dan, falling fast and hard. They had been on one freaking date and she was already developing stronger feelings for him than she ever had for anyone ever, and it scared the crap out of her. If she felt like this now, then what would she feel like after ten dates, or five even? She just had to get away.

"So, she came here, sort of defended herself then ran away?" Vanessa and Dan were sitting in their favorite restaurant having lunch. Vanessa's voice was filled with detest, her eyes narrowed.

"Yeah I know it's seems wired, but there was this moment." Dan took a bite of his chicken before continuing "Like, she was perfectly fine and then in a blink of an eye she panicked."

"Maybe she's crazy?"

"She's not crazy. But I think that she might be afraid of her feelings, or mine. Like it's going too fast."

Vanessa was leaning her chin on her hand looking at him, not saying a word.

"What?" Dan asked.

"Oh, nothing." She took two long sips of water, avoiding his eyes.

"Just tell me, I know you want to." He sighed heavily.

"Fine," She set the water down "it is too fast, I mean you've met seen her like three times, been on one date and you're already acting like you're a couple. You're acting like you're in love with her." When Dan didn't say anything her jaw dropped dramatically. "Oh my God, are you in love with her?"

"No! No, but I think that I might be soon." Dan looked down at his plate "I mean, being with her is so easy, so different, she makes me feel thinks I've never felt before. And I have feelings for her, strong feelings. It might be crazy considering that we haven't known each other long, but it's what I feel."

"Oh Dan, you're in so much trouble." She looked at him with sad eyes "I mean, if what you say is true and you are falling for her already, you still have so many obstacles before you, the main one is if she actually feels the same way."

"You don't think I know that?" He grunted before picking up his fork and started eating again, ending the discussion.

Vanessa looked at her best friend and sighed heavily before she too, started eating.

"Okay, tell us again what happened." Serena, Nate and Blair were sitting in the living room, Serena and Nate on the couch and Blair on the matching armchair.

"It's like I said. I got there, we talked for like five minutes, I freaked and ran out." Blair was curled up in the chair, her legs pressed up against her chest.

"So you went all the way to the Upper East Side, only to be there for a few minutes. Seriously?" Serena was leaning against Nate, her hangover from the night before was one of the worst ones she'd ever had.

"I didn't mean to run away. But he was being so truthful and telling me that he liked me…"

"And that's a problem because?" Nate rubbed his temples slowly, he was getting tired of girl drama. If it wasn't Carter vs Dan, it was Serena being pissed at Blair for borrowing clothes without asking or Blair nagging Serena to clean up.

"Because it's too fast."

"Blair, obviously you have feelings for this guy too, the question is, are you ready to let yourself go there? Are you ready to let yourself fall for him." Serena knew Blair better than anyone and she knew how afraid Blair was to let someone in. Ever since her dad left her and Eleanor when she was only six, she had shut everyone out, afraid that they'd leave too.

"I think it's too late for that." Blair answered quietly. "I have feelings for him, I wouldn't say that it's love, but there are defiantly feelings." She looked at the couple on the couch, her two closest friends. They were in love and so happy, Blair had envied them and their happiness for months now, wanting to feel the way Serena did when she looked at Nate. "That's what scaring me, we barely know each other and I'm already falling."

"Maybe that just means that it's right." Nate answered looking at her intently.

Blair didn't answer, she didn't know what to say. The three of them sat in silence, for a while, Nate had turned on the TV sometime during that time. Blair hadn't even noticed, her mind to occupied with thought's of Dan.

"Shit it's five o'clock!" Serena rushed of the couch "I told Emma I'd beat the club earlier to go through the latest routine." She kissed Blair on the forehead before leaving, "See you tomorrow B." Blair didn't have work that night, which she was thankful for. That meant that she didn't have to deal with Carter or Blaine or any drunk customers, she couldn't do that tonight.

"Do you want some company or would you like me to leave?" Nate made no effort to get up from the couch though..

"Do whatever you want, I'm gonna go lie down for a while." She got up from the chair but stopped in the doorway. "Hey Nate," He looked up at her quickly "thank you." She smiled softly, he returned the smile.

"No problem, Ma'am" Blair snickered slightly at the nickname before going to her room. She had barely slept, she was exhausted.

Blair woke up by the sound of the doorbell. Angrily she looked at the clock and saw that it read 1.30 AM. She knew that it wasn't Serena or Nate it was too early for them to come home, she grunted as she rolled out of her bed and walked to the door. She opened the door with more force than necessary, ready to yell at whoever was at the door. The curse words she was about to utter died on her lips when she saw Dan standing there.

"Dan, what are you doing here?"

He didn't answer, just walked the short distance to her and kissed her. His arms were around her waist, one hand slowly traveling up to her neck and then grabbed a lose hold of her hair. His fingers wrapping around her soft curls. Blair responded immediately to his touch and kisses, her own hands traveling along his body, gripping his shirt in one fist and the other pulling his body in sync with her own toward her bedroom.

The oversized shirt Blair had worn to bed were thrown away somewhere between the living room and her room, Dan's shirt was dropped by the edge of her bed. Blair kissed down his chest and stomach before reaching the edge of his jeans, she quickly unbuttoned and unzipped them and dragged them down until they too landed on the floor. Dan pulled her up again and kissed her.

They landed on the bed with a small thud. Blair only clad in a black thong and Dan in his boxer shorts. Dan started to kiss down her neck and immediately she missed his lips upon hers but as his lips and tongue made an invisible pattern across her skin, she didn't really care anymore. As long as he didn't stop what he was doing. He lightly pinched one nipple and sucked on the other, making Blair arch her back, offering more of her skin to his lips and hands.

The small moans and sights didn't seem to stop, and she couldn't seem to keep them in. He was pulling down her underwear with one hand and gently stroked the skin of her inner thigh softly with the other. His barely there touches on her skin drove her crazy and she quickly trapped his hand in between her thighs, smiling devilishly at him.

He smiled too and pushed himself up with one hand to kiss her again.

"No fair." He whispered against her lips.

"You're the one teasing." She whispered back and bit his lower lip, gently tugging at it. She released his hand before tugging at his boxers urging him to take them off. Once they were both completely naked Blair reached for the condoms in her nightstand drawer. She was a little bit surprised when Dan didn't argue; most guys didn't care about protection at all. But he quickly rolled the rubber before settling between her legs again.

When he entered her she moaned louder than before. He went slowly; she could feel every inch of him as he slid inside her. When he was completely inside her he stopped and looked down at her, a small content smile on his lips and kissed her again. When he started moving again Blair sighted against his lips, her nail digging in to her skin, her legs wrapped around his hips.

Oh Gods, yeses, harder, faster, words blending together all escaped her lips as she kissed his neck, his shoulder, his lips. He grunted against her skin, whispered her name in her ear. She could feel her orgasm building deep in her stomach and gently pushed Dan up a bit so he was standing on his knees and threw her legs over his shoulders. The change of position caused him to go deeper and Blair breathlessly whimpered his name.

Dan didn't know how much longer he would last, she was tight and wet around him. The noises she made were the hottest thing he'd ever heard. When she said his name he was sure he was going to lose it. He began to push harder against her, their bodies slapping together, making their own erotic music.

"Touch yourself." He told her. Blair wasn't sure if it was a demand or not, but it turned her on hearing his voice low and firm. Her fingers quickly slid over her clit and before she knew it her orgasm overtook her body. Her entire body started to shake and even though she wanted to say something, no noise would come out for a few seconds before finally she moan loudly, gripping Dan's shoulder tight.

Dan held her, his movements slower until she calmed down a bit, her deep erratic breaths slowly evening out. She smiled up at him, her whole body completely relaxed. She gently pushed him off of her.

"Lie down."

She got up on top of him, straddling his hips and sunk down on him. They both let out sighs of content. His hands were at her hips, guiding her on top of him. Her movements were precise and graceful, just like when she danced on stage. The streetlight outside made the sweat on her pale skin shine and Dan couldn't help but think about the story he wrote about her. Having sex with Blair was nothing like he thought it would be though, it was so much better.

She was rocking her hips faster, her breathing coming out fast and uneven. Dan moved his hands, with one hand he started to stroke her clit slowly and the other one traveled up to her chest and pinching one nipple. Blair let out a guttural groan, her hands coming to his chest to support herself. Dan felt his orgasm coming but was determent to make her come again. He started moving his hips up against hers and stroked her clit in faster circles.

Blair's rolled back as her second orgasm overtook her. She bit down hard on her lower lip to keep from screaming out and Dan thought it was the most beautiful thing he's ever seen. He leaned up and kissed her, moving his hips a bit harder under her until his own release came. He grunted her name against her lips, gripping her hips tight as he pushed her body against his.

They both stayed in that position for a few minutes, catching their breaths and kissing lazily. When Blair finally moved of off him, she took of the condom quickly and walked to the bathroom to throw it out. When she came back to bed Dan spooned her tight against his body kissing her shoulder softly.

"I'm sorry for freaking out earlier." Blair took a hold of his hand that was rested against her stomach. "And that you had to see what you did at the club.

"It's alright." He pulled her body even closer to his. "Let's sleep and we can talk tomorrow."

Blair relaxed against him and closed her eyes. She knew that there was a lot they needed to discuss but right now she didn't care. She felt more happy and peaceful now than she'd done in years