A/N: Yes, it's been way too long. I know. I also know I didn't reply to my reviews. This chapter really kicked my butt to make it come out in character, so I hope I succeeded.

Disclaimer: I don't own Blair, Chuck, or Gossip Girl. If I did, Blair would realize that Nate is a whiney baby and Chuck is all the man a girl could ever need.

Warnings: Rated T but may change to M in later chapters.

IF ONLY

Chapter 12

"I Don't Know"

When Blair exited the bathroom after drying her hair from the shower, she was shocked to find Serena sitting on her bed. "Gosh, S, you startled me."

"Blair," her best friend started seriously. "Your first floor looks like a chick flick exploded all over it."

Walking over to her vanity to apply her make-up, Blair tried her best not to look apprehensive, "I have no idea what you're talking about… or what you're even doing here."

"I came over to apologize for this morning," Serena's voice became louder and suddenly the blonde's reflection joined Blair's in the mirror. "You probably needed to talk to your best friend and all I did was judge you."

Scoffing, Blair carefully applied her mascara. "You have been spending too much time with Dan Humphrey," she stated as met her friend's eyes in the mirror, "But I don't see what there is to talk about."

When she set the mascara down on the vanity surface, Serena grabbed her shoulders and turned her around, concerned pale eyes met annoyed brown ones.

"Of course there's something to talk about! My best friend finally lost her virginity!"

Blair allowed herself to be led over to her bed and she took a seat while Serena continued, "I may have been a little off my game this morning, but I want all the details!"

"S…" Blair took a deep breath, "I'm not telling you a thing."

The blonde, seated beside her, looked shocked, "Why not? I told you everything about my first time!"

"You're first time? You lost your virginity to someone you barely knew and I remember you telling me how terrible it was; that you weren't going to do it again until you were married and had to." Narrowing her eyes, she drove the point home, "Look how that turned out."

Serena rolled her eyes, "What does any of that have to do with you? Nothing. You're stalling, B and I'm not giving up."

"This isn't like your experience. This is Chuck we're talking about; someone that we've hung out with closely for years…" Getting up, she walked over to her closet and pulled out a rather plain navy blue three-quarter sleeve dress, and, without turning around, she continued, "I'm not going to satisfy your appetite for gossip about him."

"B, if I wanted to know what Chuck Bass was like in bed, I'd go pull a random girl off the street and ask her; it's no mystery." Blair looked back over at her friend in time to see the blonde head cock to the side. "You're awful protective of him all of a sudden," Serena said curiously.

Pulling the dress off of its hanger, Blair put it on while speaking, "I am not. I just don't see how it's any of your business, is all."

Adjusting the dress and fastening the zipper, she walked back over to the vanity to continue her interrupted make-up application.

When Serena once again joined her in the glass, Blair turned of her own accord this time, lipstick in hand. "I don't have time for this. What do I have to do to make you leave?"

Serena's normally bubbly face turned serious, "I want you to tell me why Chuck Bass became a normal person when I told him that your losing your virginity to him was a special thing for you."

"Please tell me that you didn't," her heart started pounding a mile a minute when she thought of what must have gone through Chuck's mind when he learned that piece of information.

It was a Freudian slip, letting Serena in on that particular fact earlier that day. Blair had been running on adrenaline and a strange urge to defend her actions to her best friend, even though she shouldn't feel the need to do that; Serena had no room to talk when it came to indiscretions. Blair just felt that her friend needed to understand that Chuck hadn't been the aggressor; there was a mutual decision to go where the night had taken them. Now, she just knew, that little piece of damning information just bought her a load of explanation due to her best friend.

After a moment of silence, and blue eyes that were trying to read more than they ought to searching Blair's face, Serena answered, "I didn't mean to; it just slipped out."

"How could something like that 'slip out,' S?" Blair threw her hands up into the air, "What were you even doing calling him?"

Her blonde friend sighed, "After our less than informative talk this morning, I called him to threaten to remove certain body parts if he was toying with you."

She walked over and took Blair's hands in hers, "At first, he was the same old disgusting Chuck, but I when I accidentally blurted that out, he did a complete one-eighty. He told me that he was in no way messing with you and that it was, and I quote, 'a bit more complicated than that.' What's complicated, B? How did two nights with you turn Chuck from scum of the earth into a human being?"

Squeezing Serena's hands before releasing them, Blair walked over and sat down on her bed, "I don't know." Staring up at the ceiling, she sighed, "He's just… different."

When the blonde sat down next to her, she reached for Blair's hand again, "Tell me what happened, B. There's no judging here…" She let out a laugh, "And this time I mean it."

"You wanna know how I ended up losing my virginity in the back of Chuck Bass's limo?" Blair smirked when her friend's facial expression turned from concerned to shock.

"You can't be serious, B."

Smiling wide, Blair continued, "I'll give you the Cliff Notes version on one condition: if I hear a single, 'ew, gross," out of you…"

The blonde squeeze her hand in support, "I promise. No judgment, remember?"

Breathing deeply, Blair nodded. "After my confrontation with Nate, I met up with Chuck at Victrola. We were sitting on a couch in front of the stage, watching the dancers when he dared me to dance. I didn't want to give him the satisfaction of being right that I wouldn't, so I got up on stage, stripped to my slip and danced."

Pausing for comment, she continued when Serena kept her word and didn't speak up. "He stood there and watched the show with the strangest expression on his face. It wasn't the normal, smarmy, expression I expected…"

It was difficult to describe the look on his face actually; it was surprising, as if he was seeing her for the first time. "More like he couldn't take his eyes off of me. It made me feel powerful; like I could control him." To Blair it had been the best kind of control; the exciting kind that made her wonder how far she could push him.

Serena had an interested look on her face, but it morphed to eager, "Go on!"

With a laugh, Blair walked over to her vanity again and continued to apply her make-up. "After my dance he tried to act normal, but it wasn't working for some reason. Everything he said came out as a compliment. We decided to get out of there and he wouldn't hear of me taking a cab."

That conversation had been quick; she hadn't hesitated after he offered. Something as simple as a ride home had turned into a life changing event for them and she still couldn't bring herself to regret what happened next.

"So, I found myself in his limo, and leaning in to kiss him."

Serena was up in a flash to meet Blair's eyes in the mirror. "You kissed him?"

"Yes, I did." Applying her muted pink gloss to her lips in order to avoid her friends' gaze, she continued, "He stopped me, asked me if I was sure, and then we… well, you know."

The blonde reflection stared at her expectantly, "Well? How was it?"

"Serena, I already told you it was special." She watched as her cheeks, slowly flushing with embarrassment, turned pink in the mirror. "And that's all you're getting."

"I'm serious, Blair…" Her hands were in Blair's brunette hair, combing through it with her fingers. "Tell me."

Sighing in defeat, she gritted her teeth, "If it was anything but good, would I have gone back to his suite with him for two encores?"

Her friend's eyes bugged out as she puzzled through Blair's last sentence. "Three times? Your first night?"

Grabbing a brush, and running the tool roughly through her curls, Blair asked, "Yeah? So?" She really had meant to keep that part to herself.

"It's just that… I wouldn't have dreamed of going back for more right after I…" The blonde's brow furrowed, "It hurt too much."

Avoiding her best friend's eyes, Blair placed the brush on the countertop, "Really?"

Turning around she walked over to her closet and started to look for shoes; because shoes might erase this conversation… right.

"He must really live up to his reputation, is all." Serena's voice got closer then went silent for a moment before adding, "Is that what you're wearing?"

Blair's eyes shot to meet her friend's, "What's wrong with it?"

"It's a little… dull." Holding her hands up like a shield, Serena continued, "It just doesn't look like something a girl would wear for a date with Chuck Bass."

Sighing, Blair put her hands on her hips, "Just come out with it, S, I'm running out of time."

"You look beautiful, B… but if you look downstairs at the candles and the perfect table setting, then look at yourself in the mirror, you'd understand what I mean."

Serena's hands came to rest on Blair's shoulders, "You look like you're preparing a date for Nate. I just think that the Chuck I know would take one look at the set-up downstairs and run."

Grabbing her friend's shoulders, Blair attempted to push her towards the bedroom door. "If that's the case then you really have to leave because I now have to rearrange everything I've spent the afternoon setting up."

Serena turned to face Blair, "You never answered my question, B."

Dropping her hands from her friend's shoulders, she spat, "What question?"

The questioning blue eyes were trained on Blair's, "Why weren't you surprised that he said things were complicated?"

"Because they are?" She tried to keep the emotion out of her eyes, but there was no doubt that her friend was starting to put things together.

Serena's brow furrowed, "What did he say to you, B?"

The jig was up by now, she might as well tell Serena; it would shut her up. "We were talking at my party last night and he mentioned that his stomach was fluttering, okay?"

Serena's jaw dropped in a most unladylike fashion, "Butterflies?"

Blair laughed, "My response, exactly." She couldn't believe that she was laughing, but the giggles wouldn't stop. It was truly ridiculous, him admitting to having feelings for her, but it also made her feel just a little bit giddy.

"That's insane!" Serena exclaimed, "How is it possible that… Wow!"

"I know," Blair couldn't help but let a smile come to her lips; it was unstoppable.

Serena's smile grew to match her own. "Chuck Bass has butterflies for Blair Waldorf…"

Blair nodded; hadn't they already covered this?

Her blonde friend's smile shrank to a coy smirk, "Question is: does Blair Waldorf have butterflies for Chuck Bass?"

The happy expression dropped from her face and her tone was flat as she asked, "What?"

"Come on, B…" Serena began, "Don't tell me that you feel nothing. You're happy and confident, standing up to me yesterday without batting an eyelash! Something's different…" There was a fond smile on the lips of her friend, "And I think I know what it is… I think you care about him."

What was she supposed to say? That she was actually enjoying her time with Chuck? That he made her feel like the most beautiful girl in the room when he looked at her?

There was no way she'd tell Serena any of that; it would only lead to more questions. She didn't have an answer about whether she was starting to care for him, it all happened too fast for her to stop and think. All she knew was that she was confused.

At her friend's silence, Serena asked, "I'm right, aren't I?"

"I don't know, okay, S?!" Smoothing her dress with her hands, she sighed, "It's all too…"

"Complicated?" The blonde stared straight at her, "There seems to be a lot of that going around."

Walking over and opening her bedroom door, Blair gestured toward the exit. "And you need to be going."

"Just remember, B…" Her friend said while walking toward the door, "Like you said, this isn't some random guy. It's Chuck; the same guy that doesn't sleep with the same girl more than once."

Stopping in the doorway, Serena smiled, "You managed to be the one to break that pattern. There's something strange going on here… but it's a good kind of strange, you know?" Turning to go, the blonde said, "Let me know how it goes."

Watching her friend walk through the door, Blair stared off into the empty space the blonde had just left. When did ditzy Serena get so damn smart, anyway? What did she know other than how Chuck has changed?

There were some valid points in Serena's parting words, though. They echoed through Blair's heart and struck some interesting chords. She didn't want to mess this up; she actually was looking forward to seeing him tonight. How is it possible that the very thought of their time together made her blush? Something strange was going on here and it did feel good to know that she was the exception to Chuck's every rule. Maybe there was something to the butterflies he felt, maybe there wasn't, but she'd never know if she didn't open herself to actually finding out.

Exiting her room, she looked over the banister at Serena stepping into the elevator, "Serena?"

"Yeah, B?" The blonde head poked out of the elevator opening, a hand holding the doors to keep them from closing.

She smiled, "Do you wanna help me get ready?"

Her friend's answering smile was all she needed to see.

Heading back into her room, Blair walked to her vanity and wiped the pale pink gloss from her lips with a tissue. Grabbing the tube of Ruby Red lipstick, she smiled at her radiant expression in the usually unforgiving mirror. If she was going to give this thing with Chuck a real try, she knew exactly what to do about her dinner arrangements.

She ignored the barely noticeable flutters that she felt in her stomach from just thinking about it.

A/N: Well? How did I do? Let me know... in your review. (Ha-ha, that totally rhymed.)