Lazed silently against the frame of her bedroom door, Chuck had been watching Blair rifle through a chest of drawers in the far corner of the room for some time. She, of course, hadn't realised he was there, so engrossed as she was in whatever was in the top drawer of the unit.

He hadn't intended to simply watch for so long, after all, there were other issues at hand. But, when he'd climbed the stairs, pushed the door open and seen her standing there, her back to him in a pale blue silk and lace slip, one that was more transparent than he imaged she'd realised, Chuck couldn't help but let his eyes linger a while on her. Such opportunities didn't arise often.

Chuck had idly wondered before whether, if he told her what he'd seen, what Nate and Serena had done, Blair might let him be the one to rid her of her tempting silks and satins she donned. He'd come close to doing it before, dangerously close in fact; when he'd been particularly bored, or when Nate had irritated him beyond usual measures. But Blair would likely just scream at him, brand him a liar, then banish him from her life and her bedroom before she ever believed him. She had a terrible blind spot, he'd noticed, when it came to Nate's many failings, and Chuck wasn't in the business of narrowing the slim opportunity he yet had at winning another of her clandestine kisses.

So, shifting quietly, he righted his posture, then tiptoed over to her. Stood just a few inches behind Blair, peering over her shoulder into the drawer that held her attention so powerfully, he smirked.

'What are you doing?' He murmured right by her ear, a grin already spreading over his lips.

Gasping a deep lungful of air, Blair slammed the drawer closed. He felt a slight pang of guilt watching her trap her fingers in it in the process but couldn't help his resulting eruption of laughter.

A string of colourful expletives spewed from her mouth as she staggered away from her intruder. She clutched her stinging hand to her chest and glowered at him.

'What the hell were you thinking creeping up on me like that? You could have given me a heart attack.'

'Just checking in on a friend.' He smiled menacingly. 'Apologies, though. I forgot to check the calendar this morning- didn't know it was re-arranging the lingerie drawer day today. Great selection by the way.'

'I wasn't,' Blair began, all red and rage filled. 'Never mind.'

In her shock, she seemed to have forgotten about her somewhat state of undress. 'That's a great colour for you.' he mused, gesturing at her garment.

She gasped again, her eyes darting this way and that for something to cover herself with.

'Oh relax, will you?' He chuckled, approaching her with his hands held up in surrender. 'I've seen most of it before anyway.' Chuck reminded her, eyes dancing. 'Let me see your hand.' He said softly.

Blair's frown was comical, a deep line pinching the skin between her brows. Chuck laughed again, watching her clutch her tender hand even closer to her chest.

He reached out and took her wrist, gentle but insistent, and surveyed the damage to her fingers.

'What's the prognosis?' She grumbled.

'Touch and go, but I think you'll make it.' He smiled, letting go of her wrist.

'Great, you can see yourself out then, doc.' Blair rolled her eyes and side-stepped around him. 'I'm busy.' She said tartly. Snatching the robe that had been discarded atop her bed, Blair wrapped it quickly around herself.

'Shame.' He commented with a soft smile. 'And here I thought you might have allowed me to give my thoughts on a few more pieces.' Chuck shot a pointed glance at the drawers she'd been rummaging through.

Blair curled her lip in disgust and drew the tie of her robe even tighter. 'How did you even get up here, I told Dorota strictly no visitors.' She demanded, disregarding his taunt.

'I have my ways.' He informed her, his tone non-committal. Revealing his methods was a mistake that Chuck wouldn't be quick to make.

'Whatever. Can you just say whatever it is you so desperately needed to come here to say, then get out? I'm not available for your entertainment this evening.' Blair began fussing by her bedside table, shoving her belongings in drawers and straightening out her bed sheets.

'Oh,' He grinned like a devil. 'Don't worry, I've got ample entertainment lined up for my evening.'

Blair groaned. 'Then go tend to that for all I care.' She was still straightening the room out and tidying things away.

'But you're so fun to be around.' He teased in a sing-song voice, following her about the bedroom as she kept herself busy with unnecessary tasks here and there.

A gentle knock at the door sounded and both Chuck and Blair turned to watch Dorota bustle in with an armful of tall dinner candles.

'The candles you asked for, miss Blair.' She spoke, setting them down with a lighter on Blair's desk. She turned a glare on Chuck before disappearing again.

Blair rolled her eyes at the intrusion, then shot a wary glance at Chuck, who was already smirking again.

'Candles, eh? Whatever could those be for, I wonder?' He contemplated aloud, tapping his index finger against his lips.

Blair's eyes narrowed. 'They're not for anything.'

'Yet you specifically asked Dorota for them.' He returned, still circling around the subject.

'What of it?' She snapped.

'Well,' he mused. 'Manic tidying, lingerie rifling, candle lighting.' Chuck counted each of the items on his fingers. 'Correct me if I'm wrong, but it looks a lot to me like you're expecting tonight to be the big night.'

'Even if I was.' Blair avoided looking at him. 'I fail to see how that would be any of your business.' She said, looking through the basket of tall candles brought up by Dorota.

He chuckled, approaching her so he could look for himself, they ended up standing side by side. 'All this is a little much, don't you think?' He commented, lifting a stray Christmas-themed candle from the basket.

'I don't know what you're talking about.' She replied airily.

'Cut it out.' He rolled his eyes. 'You've never been good at lying.'

'Fine.' She snapped quickly. 'I just want it to be special.' Blair mumbled. 'Candles are special.'

'For whom? A pyromaniac?' Chuck barbed, watching the muscles in her back contort; she was such a delight to rile.

'I don't know why you're so bothered.'

'Blair,' he sighed. 'Nate's hardly a romantic. At best, you'll scare him with all this, at worst, he'll kick one of these over and end up setting your curtains alight.'

She snatched the candle he held, dropping it back into the basket. 'Or maybe,' Blair countered. 'It's exactly what we need to feel closer again.'

Chuck grimaced. He sat on the edge of her bed and patted the spot beside him. Blair pretended not to notice.

'Waldorf.' He said flatly. Catching her eye, he smoothed over the spot with his hand. 'Come on. As a friend, I can't watch you do this in good faith.'

'As a friend?' She repeated. 'And you'll be watching nothing.'

'Come and sit with me.' He implored, ignoring her mean retort.

Chuck noted the way her legs trembled walking her over to the bed. Against her better judgement, Blair sat down next to him.

'What do you think this is, a sleepover? Are you going to ask to braid my hair next?' The nerves in her voice were evident. 'I'm not talking to you about this, it's private.'

'Oh, sure.' He said in mock glee, bringing his hands together in a firm clap. 'Then we can take magazine quizzes to find out if we're going to marry rock stars or movie stars.'

'Chuck.' Blair said flatly.

'Look.' He sighed. 'Far be it from me to judge, or even question, the inner workings of anybody else's sex life, but I always thought you wanted to wait.' Chuck said, his voice steady. 'What's with the sudden rush?'

'Sudden?' She was nervously toying with the string of her robe in her lap. 'We've been together for years, what's so sudden about it? If anything, it's overdue. Long overdue.' She said, suddenly sullen.

He rolled his eyes at her. 'You know what I mean.'

Blair looked up at him then, gazing widely. 'Why do you care so much? Shouldn't you be encouraging me? This is your best friend getting laid we're talking about.'

He shrugged easily. 'Who knows? I swear I've been trying not to.' Chuck joked.

Blair laughed, but then her shoulders slumped as she looked back down into her lap. He heard her sniff.

For a brief moment, he wondered just what it was he'd done to land him in this position- Blair Waldorf's confidant. 'What's the matter?' Chuck asked, resigned to his role.

'I think I'm losing him.' She bleated quietly, after a moment's silence.

'So this is how you plan to re-focus him?' He tugged gently on the tie she'd been keeping her hands busy with. He couldn't outright refute her fears, it wouldn't have been fair.

'Seems to work for you.' Blair mumbled unhappily.

'But I'm-'

'Chuck Bass.' She interrupted him, voice deep and mocking. 'I know.'

He grinned. 'Exactly, so you also know it doesn't mean anything to me. Can you say the same?'

Blair snorted. 'I can say that you're heinous.'

'Thank you.' He snickered.

'I wish Serena was here, she'd know what to do.' Blair sank further.

It twisted up Chuck's gut to hear her say it. Having already done precisely what Blair planned to do with Naterself, Serena's council should not have been what she craved. Ever since she'd disappeared, something of a soft spot in Chuck's armour had developed for the dark-haired girl left behind, and it bristled him some to discover that she didn't think he was a suitable option for her troubles. Hadn't he been there for her more than her own boyfriend, even?

'Well, she's not. So, why don't you try talking to me how you would talk to her.' Chuck offered.

Blair glared at him. 'Chuck.' She said flatly. 'How can I do that? You're Nate's friend. This is already horribly inappropriate.'

'I'm yours too.' He shrugged. 'And I think we've gone a bit further than horribly inappropriate before.' Chuck reminded her, his eyes glittering evilly.

'The less said about that the better. In fact,' Blair shifted away from him to prove her point. 'Once this is done, you can consider our slate wiped squeaky clean. None of that ever happened, understand?'

'Yes, yes.' He groused. 'I know, Saint Nate isn't to know his virgin queen has had a little sampler session.'

Her eyes flashed to his in warning. 'Shut up.'

Chuck scoffed. 'All I'm saying is that you're making it sound like a duty, not a desire.' He watched her carefully. 'I know you, Blair. You've always wanted to wait and make it special.' He glanced around the room. 'As lovely as all this is, it's not really what you want, is it?'

'And what is this, since you seem to be the expert? It looks perfectly special to me.' She argued proudly.

'Please. This isn't special. It's a panic-stricken, relationship-saving surrender of your virginity.'

Blair recoiled from his jarring accusation, but she had no reply.

'Tell me I'm wrong and I'll leave you to it.' Chuck challenged her stony silence.

Hot tears pooled in Blair's eyes. 'No.' She murmured. 'No, you're not wrong. I just want him to want me.'

His lips thinned then, and he looked at the shaking girl. Winding a comforting arm around her shoulders, he drew her close.

'And I'm sure he does, I just don't think rushing is the best way to do it.' Chuck lied cleanly, still holding onto her tight.

'God,' she sniffed, resigned but relieved. 'Don't tell him you've foiled his chances tonight, I'm sure he'd be furious with you.'

He laughed coolly in response. The truth was that Nate, in a manner quite surprisingly astute, had figured out Blair's evening plans from the string of gently flirtatious text messages she'd fired to him that day. In abject horror, he'd come straight to The Palace, sharing the information with Chuck and demanding his assistance in developing a strategy to avoid sleeping with his long-term girlfriend. For his part, Chuck couldn't understand it. A chance stood before the other boy to finally put his more recent sexual dalliance to bed, yet he didn't want to take it.

At first, he'd refused to get involved, sending Nate away to deal with his issues on his own. But, as he lay atop his bed and ruminated over the situation for a while, Chuck, despite his better sense, had come to feel incredibly sad for the girl in question. Blair, although he'd admit she was not the most subtle in her advances, would feel horrible if he, the blundering fool that he was, rejected her. He couldn't stand to see it happen, and that was precisely why he'd shown up at her penthouse.

'Okay.' Blair huffed, breaking through his train of thought. 'I think I'm just going to text him and suggest we go out tonight instead.'

'That should be nice.' Chuck agreed, watching her warily as her shoulders righted and his arm fell away. 'I'll be on my way.'

She nodded, already hunting with her eyes for her discarded cell phone. 'Thanks, Chuck.' Blair spoke quietly. 'That was weirdly thoughtful of you.' Her lips quirked, then she got up to collect the device from her desk.

'No problem.' He returned, watching her just a moment longer before he got up and disappeared.