Disclaimer: Do not own characters, or any real place/people depicted.

A/N: Thanks for the reviews. I will reply to any questions or comments that users have directly to them in reply. Otherwise, I won't spam people's inboxes or what not. I appreciate all the comments. Half of the story is already written and is fully thought out. As I mentioned, this has been in my head for quite a while. That being said characters sometimes have a life of their own so things can change. I thought it would be helpful to give a timeline of events so far and coming.

Wednesday: Serena arrives back in town Thursday: Serena's first day at school Saturday: Kiss on the Lips party Sunday: Bart's annual Brunch

Chapter 3

"He'd call me false and faithless and I've always had a weakness for those two words; next to cruel, they're the nicest words for a woman to hear, and not so hard to earn."

― Pierre Choderlos de Laclos, Les Liaisons Dangereuses

I rolled the olive stick in the martini as I waited for Serena to show at the GILT bar (1). I resolved to give her a hard time and not automatically let her back into my life. Glancing up I noticed the bartender smiled my way. I was contemplating smiling back and flirting to get out of the bill when Serena plopped down beside me. Figures, he was looking at her. I turn to look at her while playing with my Alexis Bittar anchor necklace. (f) It was a nervous-tell that I was trying to rid. Yet, I could not stop doing it all day. I had a weird feeling all day and Nate had yet to return any of my calls or texts. While Thursday night had been our date night for two years and he rarely ever missed, I feared that he was going to fail to show. Still I dressed myself in a nautical preppy theme that I knew would complement Nate's usual attire. I was still determined that tonight would be romantic enough to make love.

"So how everything?" she asked after she ordered a greyhound.

Resolved not to show any weakness I answered with an awkward fine. Her smile faltered.

"So how's mom doing with the divorce and everything?" she tried again.

"Great. So my dad left her for another man. She lost fifteen pounds, got an eyelift. It's been good for her," I said masking my feelings with sarcasm.

Shitty parents are an UES trait. Serena knows that my father was my favorite parent by far. I doted on him but he left with his lover leaving my mother and me to deal with the scandal. We emailed and talked weekly at first soon there was not enough to say. Whenever we did talk, he would gush about Roman like a fool in love. I decided that the man was going through his midlife crisis like when Chuck's father decided he needed a motorcycle. It sat in the Palace Garage unused until Chuck took it for a joyride last year. Needless to say, Bart Bass was not feeling very young when he had to bail his son out of jail. Lily goes through crisis all the time and decides to get married but she remains in the city. Nate's father three years ago invested in a homemade beer-brewing thing. Like that was ever going to take off (2). While my father quit his life, which goes to show, the Waldorf are anything if not overly dramatic when it comes to crisis. He traded in his very respectable job, his wife, his child, and the city of New York for a vineyard in France with a male model.

"I'm really sorry," she offered. The sympathy in her voice reminded me how a part of me thought that maybe one day he could return with his head held high if I could control the elite. I know it was childish but I sometimes I just wanted my life to go back to the way it was. I know that that it was all a facade. My father and mother were playing pretend and I was the doll they no longer wanted.

"Yeah, I could tell. Since you didn't call or write the entire time it was happening." She must have known what was happening. Gossip Girl relentlessly displayed my life for all to see. "Do you how it felt calling your house when you didn't show up at school and having Lily say Serena didn't tell you that she moved to Connecticut?" I glared at her the best I could through the hurt.

"I just, I had to go. I need to get away from everything...Please just wait and I'll explain everything. Just trust me." She looked distraught. I realized for the first time that the Serena that left was not the same girl who came back. Something happened and wanted her to open up but I knew we needed time.

"How can I trust you when I feel like I don't even know you?"

"Let's fix that. I saw you at school with Kati and Lz and I get it. I don't want to take any of that away from you-" Her hand reached out to grab mine and I roughly pulled my hand away.

"Because it's just your to take away, isn't it?" I cut off her off quickly. How dare she suggest that if she wanted the crown could be hers?

"No that's not what I mean, I…I miss you. I just want things to go back to the way they used to be." She was backpedaling and clearly upset over something but I don't know what yet.

"I have to meet Nate," I said as I stood up all of the sudden feeling uneasy about this meeting. "He is mine so stay away."

"Wait Blair- Nate." Serena stopped and I turned around to see my boyfriend enter the bar. I realize then that I was being ambush by them. I looked back at Serena as she gulped her greyhound and signaled to the bartender for seconds. I followed her actions and drunk up (3).

Spotted at The Palace Hotel: S and B having a heart to heart. Humm why so thirsty girls? Looks like N came to join the fun. Menage a trois anyone? Or is three a crowd? You know you love me. XOXO

"Maybe we should grab a booth?" Nate suggested with a weak smile. My knuckles were turning white as I grabbed the handle of my purse tightly. I was frozen in my spot.

"Tell me now," my voice louder than usual. I was just happy that it did not waver. Nate looked around us and Serena stood to join us.

"Don't make a scene," he told me. Nate was nothing if not UES breed with good manners and chivalry as only Anne could accomplish. Just then, our phones all went off. I knew it was Gossip Girl.

I relented as I read it realizing we had an audience here. Once we were seated in a more private booth. The lines in the sand were drawn as they sat next to each other and I was alone.

"So?" I asked. The silence was piercing. Every moment that passed only pushed my thoughts into worse places. Soon I imagined that they were involved in a love affair the entire time she was away and I was going to lose Nate and my role at Constance. When I saw myself losing Yale to Serena, I knew I needed to make them speak or leave. I hardened my glare at Serena since she was the easiest to break. Her eyes filled with tears.

"We had sex," she blurted out.

"One time, at the Shepherd's wedding," Nate quickly explained.

It was as if the wind was knocked out of my. I took deep breaths trying to hold the tears at bay. "One time and it's over?" When I heard how weak I sounded, I wanted to pinch myself but I wanted an answer. I hoped to salvage something with Nate. As naive as he was sometimes he was truly my only source of comfort these past months. However, he had been hiding this for months. I have seen him almost every day and I never knew. I was annoyed at how much he asked for Serena when she first left but when my family went to shambles, I leaned on him heavily. I rethought all the moments that made me think he was a terrible liar. Maybe he is the best of us all.

"Yes, one time. But I think I want to be with Serena." I looked at my boyfriend. More than half a decade and he tells me he THINKS he wants to be with my best friend.

"No. No. No. I didn't come back for you Nate. Blair, you are my best friend and I don't want him," she reached over to grab my hand and I swiftly pushed her away. "I was drunk. I wasn't thinking. I promise it won't happen again. Please understand it meant nothing." Serena tears were falling down her face. Nate was just sitting there watching the scene unfold. His face was pained and I thought it served him right but then the realization washed over me that this pained puppy dog look was caused by Serena's rejection.

"You told me you loved me yesterday," I said while looking at Nate. I was utterly confused by the boy that I had known for almost my entire life and dated for years.

"I know. I do… love you. Just I am not in love. Blair, I think we are more friends than anything else. Our parents have planned this whole thing. Is this really what you want?" he looked at me with sad eyes begging me to understand. Did he really think for a moment this was not what I wanted? I had entire scrapbooks of our lives already done. I added to our prom one just two weeks ago with his approval. I was looking at a boy that I did not know. And girl I had not seen for months. They were no better than strangers were.

"I… you…" I tried to compose myself. I stood and crossed my arms over my chest looking down at them. Running through my head of all the dirt, I could think of to threaten them with but nothing came to mind. I was not ready for this ambush. "Well you can have him S. We haven't been best friends for a long time now and I like it that way. I always knew you were a party girl but I didn't realize you were such a whore. Nate, dear old Nate, you have no idea how I am going to ruin you. Just wait for it and I will hurt you in a way that you cannot even imagine at this point. You are just a dull Ken doll who lets everyone else control your life. And if one night with you made Serena flee the city I'll pass," I huffed and walked away.

Serena went on about how sorry she was drawing the attention of the crowd around us. "Blair, it was one time. I am sorry. Nate means nothing to me," she yelled for the entire room. I knew this was going to hit gossip girl soon. Gossip girl had only improved in her absence so she may have not known how quick she was these days or that was an orchestrated move to take me down. I clenched my fist at my side but never looked back.

I kept my head held high. I was a Waldorf after all. My mask was up and carried myself to the lobby of the Palace. I was intent on escaping as soon as possible while images of Serena and Nate flashed in my head. I was unaware of my surroundings and almost bumped right into Lily Van der Wooden and Bart Bass talking off to the side of the grand staircase. It was an intense conversation in hushed whispers. He was holding her hand as if trying to make her stay and passionately looking at her. They were a sight to take in. The ruthless executive with a heart made of steel and concrete holding onto the wild and infamously married matron of the UES. They must have saw me staring and Lily turned to look at me. I realize just how close I was to them.

"Blair dear, it has been such a while since I've seen you. I am so sorry I missed your mother's party. But with Serena's arrival and all," she said as she leaned in to kiss me on the cheek. She waved hand dismissively in the as she made excuses for not attending. Bart placing his hands in his pockets while staring me down. It was clear that he was sizing me up. Probably since, I just came out of the bar in his hotel or interrupted his conversation. His gaze was terrifying. While the Bass were tolerated on the UES it was well known to never underestimate them.

"We completely understood. Everyone is just so happy to have Serena back home. New York wasn't the same without her." The lie was effortless.

"We were just leaving. I am assuming you are here to see Chuck or Serena. The Van der Woodsen's are staying on 25th floor." He paused after Chuck's name for a long second as if knew something that I did not know. It made me feel slightly uneasy.

"You know all the children are such good friends. However, I think Serena is out. Blair is probably here to help Chuck with his homework," I nodded at the excuse Lily gave me. "Yes, well we are off. A charity event we are both invited too," Lily, informed me as they began to walk away.

I know she was trying to diminish whatever they were by claiming they were just attending an event. We all knew that both their attires were not suited for a formal event. Nevertheless, I nodded and said my goodbyes. I did not having the mental capacity to digest a Van der –Bass union. Instead I was curious as to why was Bart sizing me up the way he was? Then it hit him he somehow knew Chuck was at my house last night. He probably thought I was involved with in his son. The wheels in my head began running. I turned to walk towards the grand staircase to access the elevator.

Serena would probably cry a bit more before asking Nate to leave her alone if she was serious about not wanting to be with him. Then Nate would probably stop by Chuck's suite before he left. If he found me, there with his best friend perhaps I could begin my revenge before the night was over. I smiled to myself as I got into the elevator and instructed the liftman to take me to Chuck's floor. My smirked only flattered as one tear rolled down my cheek. I wiped it away as I hesitantly stepped off. The first step into hell was apprehensive but once I got through the gates, my saunter returned. It had been awhile since I ventured into the infamous suite but it was about take its special place as the location of one of my greatest takedowns to date. (4)

"Father, don't you have a key," Chuck said as he opened the door clearly surprised to find me standing there. He righted himself and let me pass through. He was still dressed in his uniform shirt the blazer gone but the ascot still perfectly tied. "To what do I owe this pleasure?" He sexily drawled his statement. But it had no effect. I came here on a mission. I slowly made my way over to sit on the couch.

"A drink" we pretended it was a question but it was clearly a demand to show that I had the upper hand. I slipped off my shoes and tucked one foot underneath me. I was clearly letting him know I was in charge and getting comfortable. I looked around the room surprised to see books open on the table. Chuck Bass does homework?

"My father has me on a tight leash," he explained as he handed me the drink. Which is probably why Lily suggested that I help him with his homework. I sipped it slowly.

"You make a mean dirty martini Bass." He sat close next to me on my right side. I sipped it enjoying it far more than the one I gulped down and the second that I never touched. I should have thrown it in their faces but seemed a tad bit melodramatic even for me.

"I know you like them extra dirty on occasion," Chuck always knew my drink order but I never realized how he picked up on certain little things. Like extra dirty martinis when I forgo dinner at events.

"You seem to know me to well. Should be afraid that I have a stalker, Bass?" I quipped. I took another slip and I watched him examine closely as that small smile I saw yesterday come to his face.

"Waldorf, here to talk about more literature?" he asked, as he seemed to move closer. I let my hand right fall on his shoulder as I had the glass in my left.

"I must admit talking about Les Liaisons Dangereuses last night only made my dream of my own liaison dangereuses," I whispered after I took a large sip of my martini. I was hopeful my French sounded sexy but since this was my first real seduction of a man, I could not be sure.

"You came to the right place if that is what you want." The Bass smirk that I once described as sleazy was on his face but now it only made me squirm in my seat. He took the glass from my palm and placed it on the coffee table. He kissed the back of my hand and looked at me with hooded eyes. "And Nathaniel?" He turned over my hand and kissed the inside of my palm.

"We broke up," I squeaked out. I wanted to wince at the childish quality of my voice but within a moment, his lips found mine hungrily as if to consume me whole. If this was kissing than I was, sure Nate had no clue what he was doing. Whatever control I had seemed to disappear just as soon as his lips touched mine.

Before Blair entered my room, I was sitting down to do homework. I knew when Bart meant business and I was not taking chances. I was entirely distracted since I saw the Gossip Girl blast and I knew that somewhere below me Blair, Nate, and Serena were talking. I groaned at the thought. I did not know what to do at this point. I knew I wanted Blair and I knew I had to have her at a certain point. I figured, after a small waiting period I would seduce her to rid myself of this desire for her. I should probably check things with Nathaniel beforehand. Guy code and all. Yet, a small part of me felt some empathy for Blair and I think that was what is disturbing me the most.

Not only moments later did Blair walk right into my suite. Realizing only Blair would ever attempt to seduce me with literature me made me want to smile at her geekiness. I dove head first into her seduction. She wanted me. Relief filled me at the thought that she sought me out in her first moments as a single girl. Even if I was just a rebound I, was her first thought after her breakup and that had to mean something. Right? All thoughts of Nathaniel from the moment she slipped her shoe off her dainty feet.

She was straddling me, hands fisted in my hair, hips moving over me with more skill than I ever expected. She was pulling on the buttons of my shirt until half of it was undone. Her hands felt like they were everywhere scratching my scalp, my neck my shoulder blades. If this is what Nathaniel was getting and was still not interested, he might not be dating the right sex. Pulling my mouth from hers, I kissed my way down her neck until I found her pulse point. My name escaped her lips as I untucked her black turtleneck to move my hands under her shirt onto her back. Hearing hear say my name made me instantly crave her and my hands were everywhere with a clear path. It was as if I had no control of them as I grasp at the flesh of smooth stomach, squeezed her thighs, and groped her breasts. Finally, I was able to think of task and sought out to remove her shirt. I went to pull her shirt up when both our phone ringed at the same time. With the sound, Blair pulled herself off me and went to find her phone. I groaned out in frustrated.

"Ughh. He's not even here anymore," she muttered angrily at her room. Intrigued I walked over to the table to grab my phone.

Spotted: N leaving the Palace all alone. Standing solo Golden Boy without your halo? Rumor has it you left B for S. Too bad you are old news to them both. Watch out UES we hear that our queen is on a warpath. Duck for cover and hope you don't get caught in the crossfire. With the Kiss the Lips Party around the corner, I can't wait to just sit back and watch. XOXO

There were photos of Blair speaking down to Serena and Nate and another of Nate walking out alone. Blair was angrily strolling through her phone. He's not here? She meant Nate. She wanted him to be in the Palace? For what? To find us? The plot clicked in my head. She was using me to get back at Nate. Doing to him what he did to her. She used me. I know I should not be surprised but I stupidly thought she sought me out because she felt something for me. That now that the reins were loosen from Nate she was free to do what she wanted and I thought it was sexual liberation through a night with Chuck Bass. My ego blinded me to her scheme.

"Upset that Nate isn't going to walk in on us, princess?" I smirked as I button up my shirt but left it untucked. I was hopefully that the shirt hid my bulge.

"What? Oh umm…" She seemed to have forgotten about me her thoughts only on her plan. When she realized that I knew why she was here, she began to blush. It only served to make her look cuter and make my blood boil further. "Yes, I thought he could see how it felt," she said nonchalantly. Fixing her clothes and reapplying her lipstick never glancing at me. Blair completely ignored my presence. With each passing second, my annoyance was increasing.

"With no regard to my friendship with him Blair? Or yourself? How far were going to let me go with you before you stop it huh? Gonna give me your virginity for revenge?" I sneered at her. Sex for revenge. Never bothered me before. I hated that I cared now but the words were coming out of my mouth without much thought.

"You were not complaining a moment ago. Isn't that what happens in 1812? How was I supposed to know you had morals and a beating heart?" Challenging me through her stare me down. Her words served their purpose and cut into me.

"Bitch," I say with sad chuckle.

"Whore" she threw right back.

I walked over to the bar behind her staring at her through the mirror. I forced her to meet my eyes hoping to see something there. I pressed myself into her backside. She grasped as she felt me. Lust clearly displayed on her face. It was my turn to ignore her and I reached over to grab a bottle of scotch and a glass. I smirked at her. She called me a basswhole and walked to the door.

"It is going to get lonely on the top with no one there to join you," I toss out as I poured myself a glass.

"What? Did you think I was going to ask you to join me?" The door shut behind her.

I looked at myself. Is that what I wanted? To be her side? I straightened up. Fuck that. I am Chuck Bass. I pour my glass close to the top. I grabbed my cellphone to call my dealer. Then I dialed Nate.

"My man. It is Thursday night. It's technically already the weekend and I believe it is time to show you the city as a single man." I walked into my bedroom straight towards my closet.

A.N So Blair was using Chuck. Poor guy. Chuck obviously has more feelings for Blair than she does for him at this point but he has had longer to dwell on his desire for her. After this chapter, the story will be differ from the show so not that much similar dialogue. However, I will try to keep certain sub-plots such as Bart and Lily intact (among others). The main party/events in each episode such as the Kiss the Lips party (still has yet to happen); Bart's annual brunch, Ivy Weekend and the Lost Weekend will be in my story cause I love a good party.

In addition, Bart/Chuck relationship I something I always wanted to play with so there will be a lot of Chuck/Bart in this story. I just want the readers to try to see Bart sometimes not through Chuck's eyes. My Chuck character is only feeling/seeing things from his POV and won't always be fair to Bart all the time. My Bart is not season 6 Bart. Eleanor/Blair are also something that will be in my story quite a bit. I like the relationship that they have in later seasons. Still not the perfect mother/daughter relationship but love is there in a Waldorf way.

I thought it would be fun to include fashion notes about the outfits they wear.

(f) Fashion note: Alexis Bittar necklaces retail at $250-300.

1 GILT was a restaurant within the Palace hotel. Serena famously ordered a grilled cheese here. For $50 you got black winter truffles, fontina cheese and wild arugula salad. It was a two star rated Michelin (out of three stars) guide, which is a french rating guide. Basically only the best of the best are even rated. GILT closed in 2012. The end of a GG iconic location.

2 My attempt at ironic humor since everywhere I go now I find beer-brewing kits.

3 I know the Blair-Serena is dialogue that we all heard already but Blair's thoughts about her father set up the next chapter.

4 I think Blair is great at reading people and knowing their responses to situation, which is why she is so good at takedowns so she believed that Nate really would go see Chuck. However, coming from Nate's POV he is dealing with the embarrassment of Serena turning him down. He is does not come running to Chuck because of Chuck's previous cock blocking (for a lack of a better word) and attitude towards his affair with S. Blair has no knowledge of this so she miscalculated.

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