AN- I'm not sure about this chapter because it's so much longer than my previous ones... let me know if it needs the fat trimming or is just too dull or long. Reviews are so helpful :) x

Chuck had never been particularly interested in school; he'd only ever attended to hang out with Nate, appease his father and flirt with the Constance girls. Getting called to the principal's office, however, was something that very rarely happened to him. By no accounts was this because he usually behaved himself, but because he was far too good at behaving badly to ever get caught. Finding himself sat outside the principal's office a few days after the big night out, therefore, he was racking his brains in an attempt to figure out what he was about to be reprimanded for. He hoped the school didn't have a way of tracking his internet activity on the library computers.

He had waited for around twenty minutes before a slight, dark-haired boy joined him outside the principal's office. He looked familiar but Chuck couldn't particularly place him. He saw the secretary note the boy's arrival, murmur something into the intercom and then motioned for Chuck to go inside.

He slid off the bench with another intrigued look at the young boy sat beside him before sauntering into Mr Grayson's office and seating himself immediately in the plush leather arm chair facing the desk. The head teacher looked up from the file he was holding enough to display a look of vague distaste at Chuck before again pursuing the file. Chuck was idly wondering how much of his day would actually be wasted waiting for this guy and staring at the stuffed weasel on a high shelf when the older man broke his reverie.

"I've called you here, Mr Bass, with a proposition." Mr Grayson said, leaning forward on his desk a little, looking Chuck up and down. Chuck was aware that he'd usually reply to such a statement with a glib comment, but the slight panic he felt made him aware this probably wasn't a good idea. He settled for raising his eyebrows as a response. "I get the impression, Charles, that you would appreciate a little more responsibility around the school."

At this Chuck was gobsmacked. He stared at the teacher in amazement for a moment before choking out "What exactly has given you that idea?" in as civil a tone as he could manage. The principal's eyebrows shot up towards his receding hairline, and he picked up the folder again.

"Improved attendance, grades which have dramatically changed from the determinedly mediocre to the potentially remarkable. Less reports of you seeming... less than focused in your lessons. And a total absence of concerned letters from parents of the students of our sister academy." He said, rattling off the list as he skimmed the pages. His eyes flicked over his reading glasses to look at Chuck. "I had assumed, Mr Bass, that you were making these changes in order to improve your chances when it came to your college applications. I have to admit, I'm impressed at this turnaround in your behaviour."

Chuck sat silently for a moment in shock. He wondered if it would be prudent to tell his head master that the changes had nothing to do with college, but rather with his consistent efforts to stay in one Miss Waldorf's good books. He had never really paid attention to his grades, as long as he didn't fail in order to keep his father off his back he couldn't care less. Young men with multi-billion business empires to inherit don't need to worry about their GPA as much as other kids. He hadn't even been aware of studying more, but then again he spent a lot of time helping Blair study, some of the information must have seeped in. Eventually he raised his gaze back to the headmaster's.

"I suppose we all reach a time in our lives when we feel we should take responsibility for ourselves, sir." Chuck said as vaguely as possible. The headmaster smiled stiffly in his direction.

"Quite." He said, dropping the folder back on his desk. "Look, Charles, you aren't the sort of kid that we usually approach to take on this sort of task. But I've taken into consideration your recent improvement in grades, good reports from your class teachers and your notoriety around this school. I think you are exactly what we need."

"Sir, I apologise, I'm not sure what exactly you're asking of me." Chuck said cautiously. The head teacher leant forward on his chair again and buzzed to his secretary, asking her to send him in. He shot a quick smile at Chuck before gesturing to the door.

"This, Charles, is Eric van der Woodsen. I'd like you to keep an eye on him, mentor him, if you will."

Chuck turned and looked over his shoulder at the boy he had noticed in the waiting area. He looked anxious and embarrassed; his hands were twisting around the strap of his satchel. The principal invited him to take a seat, and then excused himself for a moment to talk to his secretary, obviously wanting to give the boys a moment to talk to one another. Chuck watched the door until it clicked shut and then turned to face the boy sat next to him. The face that he met as he turned looked absolutely livid.

"I told them I didn't need anybody following me around. I'm fine." He hissed at Chuck, his teeth gritted. Chuck raised an eyebrow at him.

"Chill, kid. If you don't want to be taken under my wing it's not exactly going to break my heart." Chuck replied smoothly. Eric frowned in response.

"What is with that, anyway? I thought it was usually the smart, sensible guys that were tasked with babysitting the new kids. What are they doing handing the lamb to the lion?" Eric said, his face melting from fury to curiosity. Chuck looked a little surprised and it must have registered on his face. "Please, I know who you are. You hang out with Serena, my sister."

"I knew you looked familiar." Chuck murmured, examining his nails. "I also know why they want somebody keeping an eye on you. I know what you did last summer. News travels fast."

Eric blanched. "Who told you?" He demanded.

"Nobody. Your mother told my father, I overheard. I have to admit, I was impressed. I've never heard of a fourteen year old with enough connections to overdose on sedatives before." Chuck said softly. Eric rolled his eyes.

"Please. Stealing your grandmother's temazepam is hardly an in to the drug dealers of New York." Eric smiled sarcastically, slumping back in his seat. "The only reason they didn't have me thrown into rehab is because Serena insisted they didn't. She said she'd look out for me..."

"But Serena being Serena, she flaked." Chuck finished for him. Chuck looked at the boy slumped in the chair next to him, looking round the office with a disinterested but bright expression. He decided he liked him.

"Look, Eric," he said, "if we don't hang out a little it isn't you who'll get into shit; it's me. And I don't mean Mr Grayson and the rest of the faculty." Eric looked at Chuck, confused. "You're Serena's brother, so you know Blair Waldorf. So do I. Do you realise what she'll do to me if she hears I'm shirking on keeping an eye on you? Words cannot describe."

Eric smiled. "Blair is sort of terrifying."

Chuck grinned. "She's the original Park Avenue bad ass. So, don't worry. I'm not going to follow you round and make sure you get to Italian on time. If you have any trouble, though, you can let me know. If all else fails, how are you at squash?"

Eric laughed a little. "I'm not great at it. Wii tennis, however..." he grinned at Chuck. "You'll eat my dust, Bass."

"I don't get it." Blair said for the hundredth time, pushing Chuck away and sitting up. "Eric van der Woodsen downs a bottle of Cece's meds and the school decides the perfect way to remedy this would be to have him followed around by the evil overlord of the Upper East Side?"

"I'm not an overlord; they always have those odd beards." Chuck said, kissing her in the crook of her elbow. "Why is it bothering you so much?"

"I'm just concerned. Eric needs help, ideally not from a sexual deviant." She replied, turning onto her side and leaning on her hand to gaze at him. He moved away a little, accepting defeat that he would have to discuss this with her properly before their make-out session could resume. His blazer and tie were in a heap with her jacket, cardigan and tights, on top of their shoes near his bedroom door.

"What Eric needs is somebody to treat him like a normal human being. You know what their family is like; when they aren't distracted by their romantic endeavours they'll be treading on egg shells around him and glossing over the real issues. I don't see how that would be helping him."

Blair's eyes were downcast. "I know. I wish I could talk to him." She said softly. Chuck lightly touched her shoulder and she allowed herself to be pulled towards him. She curled her limbs gently around him and sighed heavily into his chest, her hand slipping between his shirt buttons and tracing shapes on his chest. "Are you going to see him?"

"Later this evening. Under the guise of checking he found all of his classes we're going to play fiercely competitive Wii sports." Chuck told her. He wrapped his arm tightly around her before tilting her chin up to face him with his fingers. "You could always come with me."

Blair's eyes darkened. "You know I can't go over there. I'm still not talking to Serena. She lied about Nate, she makes everything about her; I'm over it. She can move to Brooklyn with Humphrey for all I care."

"I doubt that will happen any time soon." Chuck told her. "Dan is pissed at her too. They haven't spoken since we all went out that night." He added in response to her questioning glance. Blair sighed and tucked her face into his neck before speaking sadly.

"You know, I used to think that when Nate came back everything would go back to how it used to be. What I didn't realise was how awful that would be."

He had just got into his limo when he felt his phone buzz with a text. He smirked, expecting it to be something from Blair and was disappointed to find only a message from Dan.

I'm going tonight. Are you sure you want to go ahead with this?

Chuck scowled before he replied.

I don't see that we have any other choice.

He was nearly home when he got the response from Dan.

I knew it would be hard when he came back but how can everything have gone so badly in two weeks?

Chuck sighed and turned his phone off. He had no idea.

18th August, 7.48pm

It had been a particularly sweltering day and Chuck hadn't seen Blair since that morning. She had decided to go shopping and, though he would have loved to have joined her on her little spree, Chuck had stayed at the house to meet with a decorator to discuss some changes his father was considering making in the place. It was a responsibility that a year ago Bart would never have considered giving to his son, but he had been perpetually impressed by Chuck's recently improved attitude.

After his morning meeting he had gone to one of the casinos to have a few drinks and gamble a little. It was nearing eight in the evening when he finally returned to the house to find it quiet save for a few noises of cooking coming from the kitchen.

"Blair?" He called, but he got no response. After being separated from her all day he had begun to long to see her. Loathe though he usually was to admit it he did prefer to be in company instead of alone, particularly in her company. He had been so delighted when she had accepted his throw-away invitation of tagging along on his trip to his father's house in Monaco that he hadn't even paused to be surprised or even confused by her decision, or the implications of it. He walked slowly up the stairs, his deck shoes silent on the cool marble steps. He reached the landing and intended to go into his bedroom but as he neared it he realised the door opposite-to Blair's rooms- was slightly ajar.

He stepped a little closer to the door but all he could see was her bare legs to just above the knees. Her feet were crossed at the ankles, her toes stretching and wriggling of their own accord. The sight made him smile. He gently knocked on the door and waited for her to invite him in before gently pushing it open. He felt his breath catch in his throat as he caught sight of her fully.

She was reclining on the bed, leaning up just slightly against the luxurious pillows at the head of the bed. She was wearing a simple, floral patterned tie bikini and a loose, silk robe over the top, knotted at the waist but falling apart a few inches giving him a hardly-disturbed view of her taut abdomen, glowing legs and delicate décolletage. Her hair was bundled up behind her head, only kept from tumbling around her shoulders by the way it was trapped between her head and the pillow. She held a small, leather-bound book in one hand, which she lowered onto her stomach when she saw him enter. Her face broke out into a radiant smile and she sat up a little higher on the bed.

"Waldorf," Chuck said slowly, "if I didn't know better I'd say you were expecting me. While I appreciate your efforts, however, I usually like my women with nothing on at all, where appropriate."

Blair laughed and rolled onto her side, the book slipping onto the bed beside her. "As it happens, Bass, I was waiting for you. I've been hanging round this holiday home of yours since four this afternoon. I laid out for a little while but it was just too hot, so I came back up here to get some shade, read for a little while." She replied, tapping the book.

Chuck approached her and sat on the edge of the bed, his back leaning against one of the ornate posts at the foot of the bed once he had picked up the book.

"Vanity Fair?" he said, flipping nonchalantly through it. "Are you looking for tips for societal climbing?"

She glanced archly at him. "Yes, which should I choose to be my inspiration; the penniless bitch or the simpering simpleton? They would both make such worthy idols." She looked ponderous for a moment before rolling her eyes and then fixing them on his face. "Where have you been all day? Liza said you left after the meeting ended at midday. You don't seem to have caught the sun. Which is good, of course; God forbid you ruin your Bass-out-of-Hell deathly pallor."

"That's probably because I haven't really been outside today. I went from the house, to the limo, to the casino and then back. I won a pittance but lost a mint. Bart would be very unimpressed." He said, the laissez-faire attitude towards money of the affluent he always had evident in his tone. He looked to Blair and saw her face had become a little hard as she determinedly stared at the bedpost nearest her toes. He frowned and leant across the bed, touching a hand gently to her ankle. She started and glared at him.

"So you'll probably be tired, then, with the drinking and the gambling and everything. I think Liza is having the kitchen staff prepare a stroganoff. I thought we could eat together but I've lost my appetite. You, I assume, need to rebuild your strength." She said coolly, taking her book back in her hands and staring hard at the embossed lettering on the front. She made a motion with her leg as though to slip it away from Chuck's fingers but he just gripped her ankle tighter.

"What's wrong?" He asked simply, his hand firm on her leg. He watched her thought process play out on her face; the twitch in her brow as she furiously considered telling him to get out, the tautness in her jaw as she thought about only giving him a determined silence and, after a few moments, the doubt in her eyes as she gulped before talking to him.

"It's just... I thought this vacation meant something, Chuck. I mean, we've been so close this last year and I thought there was something between us, but we just couldn't do anything while we were at home. When you asked me here I thought it was our chance to see if, maybe, away from everybody, alone, that we could..." She trailed off, refusing to meet his eyes as he gaped at her. Eventually she swallowed stiffly again and brushed angrily at her eyes. "I was wrong, though. You were just without a good-time buddy to join you on your usual trip of drinking and whoring around so you thought 'Hey, maybe I can drag Blair along so when I'm too exhausted to gamble or fuck I have something to entertain me.' Well that isn't me, Bass. I'm going to a hotel tomorrow. I didn't come to Europe with you to wait around in your luxury suite until you get bored with your usual playmates."

Her voice broke a little as she finished and she covered her face with her hands. Chuck held onto her ankle resolutely, not knowing how to react or what to say. He could feel fluttering in his stomach that had nothing to do with hunger and an ache in his chest that he had never felt before.

He thought about the past year as he gazed at her, about all the times they had spent together studying, watching movies, going out to dinner. He'd told her things he'd thought he'd never told anybody, he'd held her when she'd cried and once, just one, they had kissed. The memory of that kiss had been in his dreams for months and he'd found his ardour for other women waning. As he spent more time with Blair not having sex, the less time he'd been spending with other girls and having sex. He'd never mentioned this to Blair, or anybody, though. The idea of Chuck Bass losing his horn-dog reputation was laughable, even to Chuck Bass himself.

Blair made a slightly strangled sound and he felt panic burning in his chest. She was sobbing quietly, her breathing erratic, her leg twisting under Chuck's fingers to be freed. Unthinkingly he let go of her limb and slid himself quickly up the bed until he sat beside her, their hips touching, as he gazed down at the hands that were covering her face. He leant over and put one of his hands next to her waist, leaning over her body and arching his arm over her abdomen. His other hand he brought up to her hands which he caressed gently and tried to move away from her face. She resisted fiercely so he gently moved his hand across her temple, the edge of her cheek bone, brushed her earlobe and finally rested entwined in her hair. He leant down until his breath was tickling her ear and the wispy hairs at the nape of her neck.

"I haven't had sex since March. The last time I let a woman in my bed was January. I last seduced somebody just after Christmas. And the last time I kissed somebody on the lips was November. Some have tried since but it just didn't feel right. I didn't want them. I think that somehow, even if I didn't know why, I didn't want their lips on mine. I didn't want them to erase the last kiss from my lips. I wanted to know that, no matter what else happened, that the last person I kissed," he paused, brushing his lips gently against the soft skin just under her ear, "was you."

Throughout his whispered speech her sobs had settled and then stopped. Her breathing had slowly returned to normal, despite the fact that her heart was starting to beat faster and faster. Her hands had slowly dropped from her eyes. One of them now encircled the wrist that supported his body at her waist; the other was gently covering her red lips. Her eyes were wide and no longer tear-filled and, as he pulled away from her ear to see her reaction, they met his own eyes and he felt like she was looking straight into his heart.

He watched as she let her fingers slide from her lip as her eyes slid to his own. Agonisingly slowly she reached out to him, her fingers touching his chest, his shoulder, his arm, before sliding around to cradle the back of his head. Her eyes flickered between his lips and his eyes and she gently bit her lip before she finally pulled him down into a kiss.

He supported himself above her, allowing her to control the kiss. It was tentative at first, her lips barely moving against his. He allowed himself to appreciate their delicate, pillowy softness against his own rather than attempting to make the kiss deeper straight away as he was so used to doing.

In time he felt her hand pressing more firmly against the back of his head before being joined by her other hand. He moved his hand to her waist and stroked her gently through the silk of her robe. He felt her sigh against him and, as she opened her lips, suck his bottom lip slightly before releasing it. Her tongue was against his lips fleetingly and he moved his legs to lie more comfortably beside her before reciprocating in kind.

He had never made out with anybody like this. Here he was, in bed with a half-naked, beautiful girl and he felt like he could just kiss her forever without ever wanting more. The kiss was passionate and deep, their tongues and lips moving together intimately, but the pace was torturously languid, the placement of their hands was strictly PG and the feeling of her body pressed against him was fantastically warm but not sweaty and feral as he had always known before.

Her hands had moved from his neck and onto his collar, slowly unbuttoning his lightweight summer shirt and moving her hands over his chest. Once it hung open she slid her hands down his abdomen, skirting them along the waistband of his shorts before running them over his back underneath his shirt. She hummed her pleasure as she felt his smooth, lightly muscled back and he nipped at her lips in response. She made a low noise in her throat at the feeling of his teeth on her and lightly ran her nails across his skin before bringing her arms forward to push his shirt away from his body.

He sat up in order to help her remove his clothes and smiled against her lips when she refused to break the kiss, moving her body along with his, gripping tightly to his shirt as she moved it off him, briefly restraining his arms behind his back and making him sigh a laugh onto her lips. She finally moved away from him, smiling shyly. "What are you laughing at?" She barely breathed.

"Your amateurish foray into bondage." He grinned at her while she looked confused and mildly alarmed. He moved his arms and she smiled as she got his meaning, letting go of the material and allowing him to discard his shirt off the side of the bed. She looked at his chest unabashedly, taking in the dark hair and firm, but not over-worked, muscles. She smiled softly and put a hand over his heart before looking back into his face.

He took her hand in his and kissed the back of it, causing her to blush and smile. He reached towards the cascade of brown curls that now fell around her shoulders and gently coiled it around his hand before draping it over one of her shoulders. He leant towards her now bare neck and placed a moist kiss at her collar bone. He kissed a trail up to her earlobe, taking it into his mouth briefly before instructing her to lie back.

As she relaxed against the pillows with a warm smile on her face and heavily lidded eyes he allowed his eyes to roam hotly down her body. He reached for the tie of the robe and undid it and then busied himself brushing the silk away from her body and off her arms until it lay pooled around her like shimmering liquid. Her arms fell above her head and she looked into his eyes, her lips parted and her chest heaving with scorching want.

He almost fell onto her, one of his legs between hers and his body pressed flush against her. He moved one of his hands up her arm, brushing her soft skin until he held both her wrists in his hand. She wriggled against him, a laugh bubbling out from her lips as he restrained her gently. He watched as her tongue darted out to wet her lips and her cheeks became more flushed.

He moved down her body gently, kissing first her neck and collar bone, then the gentle indent between her breasts and then her ribs. He trailed his hands across her breasts as he kissed her stomach, her breath becoming more like panting as he licked a trail from her left hip to the bow that fastened her bikini between her breasts. He looked into her face briefly to gain her assent before tugging it open with her teeth and moving his hand underneath the material to cup her breast.

He felt her buck against him as his fingers found her nipple, slowly massaging it into a flushed and sensitive peak. Her body was gently undulating against his, her crotch grinding against the leg that lay between her own. He brought his lips down to her breast, surrounding the sensitive tip of it with his hot mouth and teasing it with his tongue. Her arms flew to his shoulders, her nails digging into his flesh as her thighs tensed around his and a gasp was dragged from her throat.

Her hands were moving all over him and he felt himself becoming more and more aroused. Feeling her inexperienced yet determined and exploratory touch was becoming almost unbearably sensational. As he sucked, kissed and licked at her chest he felt one of her legs hook around his own, the sole of her foot pressed against his calf. Her hands ran from his neck to the small of his back, her grip varying between feather-light and boldly fierce as she scored him with her manicured nails. One of her hands moved to his butt and squeezed it hard, making him unconsciously make a strangled noise. She giggled and brought his lips back to hers, kissing them firmly before pressing dainty kisses over his cheeks and jaw, pushing up against him until he acquiesced and rolled over, dragging her with him until she landed on top of him, their chests pressed against one another and their legs tangled.

Blair lazily kissed down his jaw and throat, carefully applying extra attention to the areas he had favoured on her; his earlobe, the dip between his throat and his collar bone, the spot between his ear and hairline. He gripped her thigh with his hand, massaging it with his palm as she allowed him to guide it higher on his legs until she was straddling him. She bit his neck and he unconsciously thrust up towards her, his throbbing erection grinding against the apex of her legs through the layers of fabric, making them both moan.

She kissed him on the lips again, squeezing her legs around his hips as she began to experimentally move against him, grinding her crotch against his at an increasingly frantic pace. She was consistently moaning against his lips as she clutched at him tighter, her hands gripping his cheek and shoulders. Chuck moved his hands to her hips, holding him against her and moving their hips together until she tore their lips apart with a choked gasp.

"Chuck," she panted, still moving desperately against him, her eyes lidded with lust, her lips full from kisses, "I want, I need you to, please. Let me..." Her hands moved towards his waistband, undoing the button of his shorts and moving the zip down.

Chuck pushed his hand through her hair, gathering it in his hand and pushing it away from her face and kissing her deeply. He had never seen her look so beautiful and so lacking in self-consciousness. Her bikini top had been long discarded and forgotten, along with Vanity Fair, and he felt a knot of desire low in his abdomen as he took in how resplendent and wanton she looked. He wanted her more than anything he'd ever known before, but he knew he couldn't take her virginity. He wasn't her boyfriend and he didn't want to be a holiday regret. She deserved so much more than that.

Chuck Bass was no masochist, however, and saw no reason for her virginity to stand in the way of either of their pleasures. As Blair fumbled with the fastenings on his shorts he smoothly untied the bows at her hips and smoothly rolled them back over, pinning her down as she material fell away, leaving her completely naked. His loosened shorts fell down over his hips and he kicked them away completely, taking his boxers with them. She felt his erection against her hip and gasped, her face screwing up and her eyes scrunching closed. He shushed her and kissed her lips, stroking away the creases on her face before moving to lie beside her, leaving one leg draped over hers as she lay splayed on the bed. He moved his hand swiftly down her stomach, his fingers barely brushing over her skin before they reached her centre.

He broke their kiss so he could look into her eyes as he ran a single finger down her slick opening. Her eyelids fluttered and her lips parted as he pressed his index finger between her lips, bringing the tip to her clitoris and circling it firmly once before drawing it away. She yelped and arched her back, bringing an arm around his shoulders and gripping him as he smirked.

He brought his finger back to her clit, alternately circling it and directly stroking it, revelling in her wet hotness and her increasing moans. He brought his lips to her nipple and sucked it into his mouth, making her buck and shout his name as she gripped him. He replaced his finger with his thumb and moved his fingers down to her opening, tight and slick and pushed two fingers into her as his thumb continued to apply pressure to her clit.

He moved his digits slowly within her, hooking them to touch her g-spot. He grinned as he felt her start to move with him, grinding firmly against the hand that was pleasuring her as she dug her nails into her back. She was gasping his name over and over, moving faster against him as he firmly kissed her chest. He could feel her tightening around his fingers, every one of her muscles tensing as she neared her climax.

He released her nipple from his mouth and kissed her wetly on the lips. Her hand flew to his cheek, holding him there firmly as she cried against him, her nails cutting into him so hard now that he feared she would draw blood before finally she called his name louder than before, choking it out as she broke around him, her body falling lax as she came onto his hand, her juices saturating him as her walls clamped around his fingers.

Her head fell back onto the pillow, her face flushed and her breath coming in quick pants as she lay there, a delirious smile on her face. He smiled and kissed her softly, withdrawing his hand from her. He was surprised when she reached down towards him and entwined her fingers with his despite the sticky residue that covered them.

They kissed sweetly for a while, rolling onto their sides facing each other and pausing to simply gaze at one another. Chuck was feeling more contented than he ever had before and he had to keep kissing her hard to stop himself from blurting out anything stupid, or over-emotional that would ruin the mood.

"I want... I want to do something for you." Blair said eventually, not meeting his eyes as she spoke.

Chuck smiled. "Like have a gift basket sent to my rooms or..." he joked, laughing when she swatted at him with a grin.

"No. I want you to... feel good." She said, obviously shy about what she was offering to do.

"It's fine, Blair. You don't have to do anything." He replied, pressing a kiss to her lips. It was brief, however, as she then pushed him away and leant towards him.

"I'm Blair Waldorf. I never have to do anything. I said I want to." She said, her breath sweet and hot on his face, her proximity making him harder than before.

"Well in that case... I'm all yours, Waldorf." He said, laying back and leaving his body open to her roaming eyes. To his surprise, she blushed.

"I'm not... This isn't exactly something... How would..." She stumbled over her words, her face bright red as she refused to meet his eyes. Chuck felt his heart ache as he understood her embarrassment and guided her hand to his throbbing erection and wrapped her fingers around him. Despite him being the one to put her hand there, he still gasped at her touch, his eyes clamping shut as he tried to get control of himself.

He moved their hands slowly along his length, Blair gripping him firmly below his fingers. He felt her move onto her knees beside him, leaning over him, a curious and excited expression on her face. She moved her free hand onto his abdomen, her fingers gripping and scratching at him as she pumped his cock.

Chuck let go of her hand and moved to touch her thighs. Her pace increased as his fingers approached her crotch and he noticed her breathing become laboured as his own was.

"How will... what about when..." She panted as he slipped his fingers into her again, rubbing an erratic rhythm on her swollen clit. He knew her meaning immediately.

"Just keep watching my face." He said, his eyes boring into hers. "You'll know, trust me."

They looked into one another's eyes as they pleasured each other and experimented with what they liked. Chuck noticed that Blair pursed her lips and her jaw became taut with excitement when he made quick, tiny circles on her clit and he knew that she would surely notice that whenever she moved her hand over the top of his cock to collect the drops of moisture there that a choked gasp came from his throat.

Chuck could feel pressure building up inside himself as he found himself starting to thrust his hips to meet the movement of her hands. Blair had begun to circle her hips, rubbing herself closer against his hands as her breathing got faster and faster. They kept their eyes on each other as they simultaneously felt themselves getting higher and higher until, each with the other's names on their lips, they came.

Chuck withdrew his hand from Blair and smirked at the mewl of complaint she made as he stopped touching her. He, once more, gripped her hand over his cock and helped her milk the last of his come from his length before linking their fingers together and bringing her hand up to his lips to kiss them.

She leant down to his face and kissed him deeply before laying down with her back to him, their hands still clasped together. He spooned her from behind and wrapped an arm tightly around her as he placed feather-light kisses across her shoulder and neck. He heard her sleepily humming with contentment before she finally fell silent. He thought she had fallen asleep and tucked himself more tightly into her body, his nose tucked into the nape of her neck.

"That was amazing." He heard her whisper. He smiled as he felt himself drifting off to sleep, his chest pressed firmly against her back.

When Chuck got back to the Palace, he was surprised to find Nate sat on his sofa, casually smoking a joint and watching TV.

"Hey, man, I've been waiting for you." He said, his eyes hazy from the weed. "I thought we could hang out, smoke a little." Chuck smiled.

"I think it seems you don't really need my help for that, Nathaniel." He replied.

Nate laughed. "I guess not. So where have you been, dude?"

"At Blair's. She was helping me with a project I'm working on."

"Dude, should I be jealous?" Nate asked. Chuck looked at him, alarmed, but saw the lazy grin on his friend's face. "No worries man, I know you too well; if she isn't putting out, you aren't putting the time in." He took a last long drag on the joint before stubbing it out in the ash tray. "But hey, you're friends with Blair; do you know if she has a date for Cotillion yet?"

Chuck frowned at him. "She's weighing up her options. Why do you ask?"

Nate shrugged as he stood up. "I dunno man. She's different now; she's more relaxed, she laughs more. She seems like she'd be up for a good time." Nate smiled laviciously. Chuck felt his heart drop into his stomach.

"I thought you were seeing somebody? An out-of-Towner, you were saying the other night?" Chuck said, struggling to keep his voice casual and steady. Nate looked confused and laughed.

"Yeah, dude, I am. But what, that means I can't take an old girlfriend to some ball? You know Blair; nothing gets her hotter than evening dresses and society events. And nothing gets me hotter than taking off evening dresses and-"

"When you left you said you couldn't sleep with her, what's changed?" Chuck asked, his expression carefully blank.

"What's changed? You have, man, where's my boy? What happened to tap that ass?" Nate laughed, "I did a lot of 'soul searching' while I was away, Chuck, and I don't mean I spent a lot of time in temples. I came back because I finally get it, man. Sex, love, marriage; none of it matters on the Upper East Side. Just keep it to yourself and no-one gets hurt. You were right all along, man." He finished with a grin and tapped Chuck on the shoulder as he walked past him to leave. "I'll catch you later Chuck." He said as he sauntered out.

Chuck stared at the spot where his best friend had recently stood echoing sentiments that Chuck had once believed and spouted at any given whim. He thought about Nate crashing back into their lives, going over to Blair's and winning her over just to get in her pants. He felt fear grip at his stomach like never before and stumbled over to the bar to get himself a drink.

The past year may have changed Chuck Bass, but it had done nothing but age his favourite scotch.

AN- Just FYI, I've decided to re-arrange events somewhat. Cotillion will happen before Blair's birthday. Please review! Already halfway through the next chapter so hopefully will upload it over the next few days.