Disclaimer: I don't own, I never will, but a boy can dream.

Chapter Rating: PG-13 - for language

Word Count: 3,546

Pairings: It's all over the place.

A.N: My brain is becoming erratic. I was flooded with thoughts on where this should go and who should do what. When i first started this thing, i only planned on sexy smut between two great-looking guys, but somewhere along the way, i got all these sad ideas and story lines eating away at me. I would like to blame the song You by Switchfoot, which i was listening to on repeat while typing this bad boy up. Hopefully you guys enjoy and please discard any errors in this chapter.

It had been two weeks since the night with Nate and Dan, and Chuck hadn't had the two in the same room ever since. Dan seemed to be keeping his distance from the Plaza and Nate hadn't spoke a word of the artist.

In all honesty, the two had become entirely too boring for Chuck Bass's taste. So here he found himself, at one of Blair Waldorf's parties and of course Serena Van Der Woodsen was there as well. The two were inseparable.

It didn't matter who was at the party, what matter was that Chuck had a little excitement in his life, fuck the rest of it.

"Chuck!" Blair called out, quickly making her way over in her designer heels that made her almost a complete three inches taller than Chuck. God how he loathed when she wore heels far too tall for her own good.

"Blair, what a pleasant surprise." He mused, wrapping his arms tightly around her small frame. He was vaguely reminded of Dan, with his thin hips and curvy features. Chuck found it pathetic how often he thought of the man.

She smiled a full grin from ear to ear and grabbed him by his hand.

"Where's Nate?" She asked grabbing a glass of champagne from the passing waitress.

Chuck followed her lead and drank hearty gulps of the liquid, he was going to need it.

"I'm not sure. He's been doing his own thing lately." "I haven't seen him! Or you, for that matter. You boys don't need to lock yourselves away in that ivory tower, you know." She laughed and drained her glass, placing it back on another passing waitresses tray and retrieving two more. She handed the extra to Chuck, who took it with much appreciation.

"Ah, well…you know how boys are." He said feigning a smile.

"Oh, chuck. Well! I'm glad you came, I'll have to give Nate a call."

Blair then grabbed Chucks free hand once again and pulled him close to her, guiding him towards the dancing area of the room.

"Come here." She whispered with a smile.

Oh, God. Chuck thought, please not tonight.

Blair's hips began to sway, forcing Chuck to move along with her to avoid any questions or quarrels.

The unwanted friction between their bodies made Chuck cringe inwardly. He felt slightly bad, because there was nothing wrong with Blair. She was a gorgeous girl, had a rockin' body and knew how to work her mouth in ways he'd never experienced, but he didn't want her. He didn't want to have her in the position he had her now. Maybe a few more drinks will make it more bearable. Once the song ended, Chuck walked straight for the bar, ordering two bloody Mary's and handing one to the woman he had a feeling would be following him all night long.

"Thank you." She mused, taking the drink and pounding it back almost as quickly as Chuck had.

4 glasses of champagne and 2 daiquiris later Chuck felt great! His head swam and his eyes felt heavy. He had his excitement and was ready to go pay Brooklyn a little visit. Chuck walked towards the revolving doors in hope of not being seen leaving, but all hopes came crashing down when he heard Blair once again.

"Chuck! Wait." And he did. He turned slowly to have her fall into his arms.

"I would really love to talk to you for a minute." Her words were slurred and Chuck knew he shouldn't stay, but he couldn't turn her down. He wanted to blame the alcohol in his system. He followed her towards the elevator and instead of pushing the 'down' button he so badly wanted to light up, she grazed her fingers over the 'up' button. Fuck, he thought impatiently, unsure of what to expect. Even his thoughts were clouded by the champagne. The elevator dinged and he felt his body being pulled from the shaft towards a decorative room.

"So, what did you need to talk about?" He mumbled, running his hand down the back of his neck, praying she really just needed to talk.

"I heard what happened." Was her response.

"What?" He was truly confused. What had happened?

"I talked to Nate last week. He had been acting so strange that I paid him a visit."

This must have been a time when Chuck was down in Brooklyn seeing Dan…

"I know you slept with Humphrey."

Chuck froze. She could possibly be talking about Jenny. He had slept with her a while ago.

"Humphrey?" He asked cautiously.

"Yes, and Chuck…it's okay. Everyone is confused at one time in their lives. And I would like to help you."

Chuck desperately attempted to shake the small sting of excitement in his abdomen, this was nowhere near what he wanted this night to consist of. But, before the man could say another word, Blair had her lips crashing into his, ripping the air from his lungs. Her lips were delicate and so familiar, the opposite of Dan's, whose kisses were always rough, and Chuck hated when the other man's facial scruff left his own smooth face irritated. Chuck lost himself in the moment, allowing his arms to wrap around the feminine frame before him and momentarily forgetting about the artist who had so recently became his new obsession. The faint feel of Blair's hand running up the millionaire's stomach brought him back to reality. He yanked his body away from the brunette, bringing his hand to his mouth as if he had just said the wrong thing. Which in all honesty, he couldn't have said anything worse.

"What's wrong?" She asked, stepping closer to Chuck who kept backing away.

"I can't do this, Blair. I'm sorry." And the chiseled man walked back to the elevator as quickly as he could, avoiding the girl who stood in shock, not bothering to chase after him. The elevator came to a stop and Chuck dashed out, making his way to the revolving doors. He slipped through the glass and was welcomed by the cold night air. Exhaling deeply, he stepped forward, walking towards the limo parked by the curb.

"Chuck." He turned almost abruptly at the sound of his name.

"Serena." He replied faintly. The blonde woman's eyes held guilt and understanding, and Chuck couldn't help but shift his stance under her blue gaze.

"Please, stop what you're doing to him."

Chuck immediately locked eyes with the beauty. If Blair had told Serena, who else knew? He tried his best to contain his scowl, "Why?"

"You're going to hurt him."

The elegant man scoffed loudly, "Says the one girl who did the very same thing."

Serena stepped forward, closing the space between herself and the other, her calm not breaking, "Chuck, I love you, I do, but you're not good for him. You never will be. You don't see the world the way he does."

"And you do?"

"I never said that."

Chuck turned away hastily, wishing he never would have gone out, "I can handle my relationships myself."

"You consider you two a relationship?" Surprise leaked into her tone, causing Chuck to become irritable, why did everyone think he was incapable of thinking with his heart?

"Yes, I care about hi-"

"Then stop!" Her soft voice quickly became cold, "I don't think it's a good idea for you to lead him on. You'll never settle down with someone, Chuck. You know that just as well as I do, and Dan is the type of guy who will expect that from you. And you can't give him it."

"I know what he expects and I know what I'm able to give."

Serena spoke almost hastily, "Please, Chuck, just…"

The honey eyed boy sighed louder than necessary, turning away from the girl, "Goodnight." He replied sternly, making his way to the waiting vehicle, leaving the blonde to stand alone in the frozen air.

Dan ran a tired hand over his face, clenching his eyes shut. The computer screen gave him terrible headaches and if he could, he would of kept handwriting his poems and excerpts, but even he couldn't deny that the computer made things so much easier for him. He closed his laptop, removing it from it's place on his legs and set it on the floor. He gave his watch a brief glance: 1:32am. God, he felt like an insomniac. For the passed three weeks he hadn't been able to get a good nights rest and it was starting to take a toll on his body and mind.

As he sat on his bed, thinking over what he had written on his computer, he felt a strong gust of wind fly through his room and land on his chest. He looked over to see that his window was still open, allowing the night air to fill his small bedroom. He brushed the cold away, and leaned back onto his mattress. His head had barely hit the pillow when he heard a faint knock on the front door. Who in their right mind would knock on someones door after one in the morning? He thought bitterly, rising from his comfortable position he had barely been given a chance to enjoy. As he walked down the creaking stairs from his room to the door, his mind caught up with the rest of him. Maybe it was Chuck, he thought hopeful, stretching his hand out to turn the scratched metal knob.

His eyes instantly widened as they laid on the disheveled body before him. Serena Van Der Woodsen was standing on his doorstep, with her arms wrapped tightly around her torso and her cheeks flushed.

The two stared at one another, smiles playing on their faces.

"What…what are you doing here?" Dan almost yelled with surprise, startling the woman, who let out a small titter.

"Can I come in?"

"Oh! God, yeah, get in here." Dan stumbled to allow the girl entry. He shut the door quickly, blocking out the rest of the cold night to fend for itself. He hated how thin the walls were, the apartment was never truly warm during winter.

"Come here." He whispered, wrapping his arms around her small frame, "Why are you here?"

"I need to talk to you." Her voice was small and sweet and Dan couldn't help but smile when she nuzzled her face into his shirt, warming herself the best she could.

Chuck crashed through the doors of the Plaza and hatefully pushed the button for the top floor. Once the elevator arrived, he walked with heavy steps to the loft, anger rising high in his eyes. Once he swung the door open his irises locked on the beautiful man on the couch, sitting without a care in the world.

"You're home ear-"

"You told Blair!" Chuck yelled, slamming the door shut behind himself, "you told Blair Woldorf, the single most big mouthed woman in all of Manhattan that I slept with Daniel?" His voice was loud and even he had never heard himself so angry.

Nate who was now standing, clenched his jaw shut, "She promised she wouldn't tell anyone."

"Well, she sure let me know that you opened your mouth." Chuck glared hatefully at the thick browed man and quickly grabbed hold of the others' Dior jacket, pulling his face so the two were nose to nose.

"Do you have any idea what this could do to me?" Chuck whispered hotly, releasing Nate with a push and collapsing on the sofa. Chuck laid his head in his palms, rubbing his temples rhythmically and counting his breaths. He felt as if he were going to explode.

Nate cautiously took a seat next to the man and draped an arm around the broad shoulders belonging to his closest friend, "I'm sorry, Chuck. I was just…confused."

"Did you tell her you fucked him too?"

Nate winced slightly at the hostility in Chuck's voice, "No."

"I didn't think so."

"Just, forget about that for now. What I-"

"Why did you want to do it?" All traces of hate had left the shorter mans voice, Leaving Nate to truly wonder why he had wanted to do such things with his friends now…boyfriend? Or whatever Dan was to Chuck.

"I was just curious, I guess."

"You liked it, didn't you?"

Nate cringed inwardly, he still was not at peace with his decisions of having sex with Dan, especially under the circumstances of Chuck being in the room, but what can one man do? Sex is a powerful thing, "I suppose."

"You suppose." Chuck stated dully, brushing the man's arm from his body and standing with his hands covering his face, "Why did you tell her?"

"Chuck…I don't think it's…healthy." Nate absent-mindedly rubbed the back of his neck and scanned the wood flooring, attempting to seem nonchalant.

"Healthy?"

Nate rose his eyes to welcome the light browns staring at him.

"How is it not healthy?" Chuck's voice slowly escalated.

"I just don't like the idea of it."

"Idea of what? Dan and I being together? What, do you want him for yourself?"

Nate instantly looked away, "Don't say things like that."

"Then what is it, Nathaniel?"

"He's too nice for you."

Chuck straightened his stance, feeling a pang of hurt flood his ego. What was with everyone? What had he done that branded him the biggest jerk in Manhattan?

"I'm sorry Chuck, but he's just-"

"I know how to treat him and I know what he wants, how can I-"

"Dan isn't someone you can just buy the most expensive gift for and expect everything to be peachy keen. He is a man, he knows how men work. He knows how you work. You think it's going to be all fun and sweet, but sooner or later this relationship of yours is going to get real, and you're either going to love this guy or you're going to fuck him up like everyone else you've ever been with." Nate felt his face flush and could hear his blood thump in his ears.

Chuck stared in disbelief at the man that was now seated on edge. He didn't want to hear this shit. He quickly smoothed his jacket over his chest, clearing his throat gently, "Okay." was all he said before making his exit. He needed to see Dan.

"Do you understand what I'm trying to say?" Serena whispered sweetly, laying a hand on top of Dan's that rested stiffly in his lap.

Dan did understand what the woman was saying. He knew why she was worried for him being with Chuck. He didn't know how she had found out, but he didn't want her upset.

"Look, Dan…" She started, brushing a strand of blonde hair out of her face, "I know I've hurt you in the past, and I'm sorry for that. I've always been a confused person, and I can never tell what it is that I want."

Dan nodded, looking towards his desk that held his books of poems, half of which consisted of nothing but sweet writings for the upper east side girl.

"I love how you are, I love who you are. You're this innocent man, untouched by the pain of Chuck's, or my, lifestyle. It's not a pretty experience. No matter how many designer's you have make your outfits, they fit the same as any good pair of jeans. This life…it's nothing to envy. I couldn't help but think you believed it to be a sort of fairytale."

Dan rubbed the side of his face, suddenly feeling very young. He didn't know a single thing about Chuck or Serena…or any of them. Serena was right, that wasn't his world, not his life and he wasn't going to try and make it work for him. He was fine in his small apartment in Brooklyn, writing poems that would age over the years and never be read.

"I may have been mean or unfair to you, Dan. But, believe me when I tell you I care about you, and…" Dan gnawed at his thumb nail, his eyes connecting with the blue ovals before him, "…I would love for you to give me a chance. Not as Serena Van Der Woodsen from the upper east side…but as just Serena. I'm just a girl, Dan. And I've always felt a connection with you, but I don't want you to build me up in your mind anymore. Because, I'm no different than you or Jenny."

Dan's mouth was dry and his throat felt as if it were trying to suffocate him. He didn't want to be here in this situation. His head hurt, he was tired, he wanted to sleep, to forget any of this was happening. Dan knew that no matter who he was interested in, no matter who he spent all of his time with; Serena had a hold on him over everyone else.

"Serena…"

"Please, just listen to me."

Dan felt her soft skinned hand caress the side of his face and his room suddenly felt ice cold. He leaned into her hand, his eyes locking with hers. They held nothing but pain and hurt. What had he done? He had hurt the one woman that he felt meant the most to him. But, she had hurt him first, right? So, why did he feel so guilty? He instantly thought of Chuck…who was oblivious of the fact that her touch still sent Dan into another world.

Noticing the change of stance in the timid man, Serena stood, pulling Dan up with her. She wrapped her arms around his neck, holding his body close to her own and she felt a smile spread across her face as his arms fit perfectly around her waist. Everything had fallen back into place, and she felt confident in the two of them this time.

Chuck mumbled a 'thank you' to the cab driver, handing the man a hundred.

"Sir…" The old man began. "I don't have change for-"

"Don't worry about it." Chuck whispered, climbing out of the hideous yellow vehicle. He hated going places at night. He had to either drive himself, or hail a cab. And neither one did the man justice.

The wind was picking up, forcing the charming millionaire to pull the collar of his DKNY pea coat up over his neck to rest above his jaw line. He couldn't help but feel awkward walking in the middle of the night up to Dan's apartment, why did he think it was so necessary to bother the man at odd hours? His eyes scanned the windows, and his heart lifted as he noticed the light in Dan's room was on. Maybe this wasn't such a bad idea. A smile played on his face as he went over what he was going to say. He would tell Dan that Blair knew and what she and Nate had said and that he was determined to make them wo-

Movement through the window caught Chuck's eye. He craned his head to get a better view and as soon as he did, his heart crawled into his throat, making breathing difficult. He could see Serena through the small opening, with Dan in her arms. Chuck's heart rate multiplied by ten as the blonde placed a hand on the back of Dan's head, pulling their mouths together. He clenched his jaw tightly shut, angry tears misting over his eyes. How could he have been as stupid to trust Serena, or Dan, for that matter.

"No one gets the best of Chuck Bass." He whispered malevolently to himself, stalking back towards the street, his arm in the air, ready to jump into the first cab that slowed.

Dan lightly pushed the the girl away from him, "Serena…" The blue eyed beauty stared at him with honest confusion. "I'm sorry, but…I really do care about him." She unwrapped her arms from the poets slim build and sighed gently. "You mean so much to me, you always have, but now I really do feel happy with Chuck. As weird as that sounds," He scoffed lightly, "But he's a great guy…when he wants to be."

Serena nodded understandingly, "It's okay, Dan." A sad smile crossed her face as she cupped a hand on the others jaw, "As long as you're happy." The poet pressed his hand over the small girls' and smiled almost sheepishly. He knew deep down he wanted Serena more than anyone, but he no longer felt that she could fill that void in his heart. And he had a strange feeling that it would be better this way. At least with Chuck, he felt whole.

A.N: Oh, boy. I'm sure you can see where this is going. just, angst, angst, angst. I am extremely excited to finish this up and updates will be quick. Hopefully. Reviews are appreciated :}

thanks so much
xo,