A/N: It's been awhile since I've written something S1 and I hope I've kept it as canon as possible. This obviously takes place during the CB affair when we all fell in love with them and many people have different opinions on what was going on there but I just got inspired to write this so here it is. I also haven't written something like this long in awhile. I could have split it but made the decision that it flows better as a whole. I hope you read it.

Summary: She was beautiful. Too beautiful. It wasn't fair how someone that alluring had so much power over him. He hated how she ignored him so easily.

Disclaimer: Characters are not mine and influence from television as usual. Thanks to my awesome beta comewhatmay.x who assured me that this wasn't completely terrible.

She shouldn't have gone after her. Though realistically, she hadn't expected to see this. She didn't think her best friend had done a complete one-eighty from the previous night to the current one. Breath caught in her throat, Serena's hands grew slippery on the neck of the bottle she was holding as she saw the most pristine and proper girl she had ever met have her legs strewn over the lap of one Charles Bartholomew Bass.

The exact moment that Chuck had leaned back on his elbows, Serena backed away from the door. If there was one thing that she was certain of, it was that Blair Waldorf's chastity was still intact. Blair may have been grieving, but this was what she did. She used others as she pleased, and Chuck was the same way. If this was mutually beneficial, then they would make out as much as possible.

But that was it.

If there was on thing that Serena was certain of, it was that Blair would be the last person to let Chuck Bass past first base.

She was sure of it.

She closed the door anyway.

.

It took a while. She knew that she hadn't just made out with some conquest in some time, but Serena didn't remember it taking that long.

When Blair emerged, her dark hair had spilled down her back, and the only explanation Serena had come up with to convince herself was that Chuck had messed up her hair on purpose.

It wasn't sex hair.

It wasn't.

"I think I'm ready to leave."

Serena snapped back to reality, looking at Blair's urgent face.

They didn't have sex.

They didn't.

"Tonight has been ... strenuous enough already," Blair said.

She was talking about her break-up with Nate.

Blair didn't just have sex with Chuck.

"Sure," Serena attempted a smile of nonchalance. Blair was a lot better at it.

And Chuck still hadn't come out of that room.

"Have you seen Chuck?"

Flinch.

Blair just flinched.

Serena was sure of it.

"He's around here somewhere."

That was the exact same thing that Blair had said about Nate earlier that night.

"Where'd you get that necklace?"

It was the first time that Serena had noticed the glittering diamonds decorating Blair's neck and it looked exactly like something a boyfriend would give.

Or a lover.

Blair and Chuck did not have sex.

"Just Chuck."

They did not have sex.

"You know how he likes to flaunt his money."

They did not have sex.

"Sure," Serena said again. "He sure is a giver."

This time it was Serena who flinched at her own words.

"Are you ready?" Blair asked, looking at the elevator anxiously.

"I'll be down in a minute," Serena promised. Blair shrugged and Serena didn't know where all of this sudden nonchalance had just come from.

Chuck and Blair did not have sex.

But she still waited and sure enough, right as Blair pressed the elevator button on the opposite side of the loft, the bedroom door opened. Chuck exited, straightening his tie before his eyes landed on Serena.

He scowled suspiciously.

"Don't you have anything better to do than eavesdrop on the other side of doors?" Chuck asked in annoyance.

"I don't know," Serena answered. "Were you doing anything in there sordid enough to be heard?"

Chuck leaned in and Serena leaned away in disgust.

"Always," he drawled. "It's not my fault your best friend's dress gives me a hard-on. I was just working myself off."

"Oh, gross," Serena shuddered, wondering when Chuck's usually at least somewhat subtle innuendos had turned into full on pornographic monologues.

Chuck Bass did not just have sex with her best friend.

"Nate isn't here," Chuck said. "Or will ever be again. I can say what I like."

"Did you censor yourself before?" Serena asked.

"Do you really think that you're the only one who gets noticed?" Chuck asked coldly. She wasn't sure, but it sounded like Chuck Bass being protective.

Blair and Chuck did not just have sex. Because if they did, he would be leaving her and not caring about her.

It was the Bass way and Serena was finally convinced.

"I saw you two in there."

His face didn't drop like she wanted it to.

"I figured as much," he replied, in a tone that sounded bored. She noticed his eyes flicker to the sound of the elevator and he put his foot forward like he was about to walk towards it, as if Serena only existed in the moments that they exchanged words.

And for the first time, Serena found it strange. How she used to watch Chuck and Blair laugh and whisper about things that she couldn't understand, but when he looked at her, it was like he was looking right through her.

She wanted to believe that it was just because she had rejected him but he was right.

She wasn't the only one who was noticed. But that didn't mean she liked the idea of Chuck Bass noticing her best friend.

Not like that.

"Just because Blair is going through a hard time doesn't give you the right to take advantage."

Chuck turned around, eyebrows raised like he was surprised that she was still talking to him.

"She let you kiss her because your best friend betrayed her," Serena said. "But she will never let you get farther than that. She has class."

His eyes were narrowed, and for the first time, she saw something that looked a lot like confusion on Chuck's face.

"Not like you," he finally said, though his eyes still wary. Serena felt herself ready to rebuff his advances but he wasn't doing anything of the sort. He was just studying her curiously. "Blair wouldn't cheat."

Serena felt herself relax, but didn't like how her best friend's name rolled of his lecherous tongue. She had to wonder why it sounded so different than it usually did.

Probably because she had just seen where that tongue had been.

"You're still Nate's best friend."

"And Blair was yours."

That wasn't anything she could argue with.

"They're not together anymore," Chuck reminded her. "I'm not doing anything wrong."

"I saw you two playing tonsil hockey," Serena said with disdain. "But Blair will never let it go farther than that."

"You sure?" Chuck asked, his voice hitting that husky tone, and she knew that he was just goading her.

"She won't go near you," Serena said confidently.

Chuck shrugged. "If you say so."

She didn't like that tone in his voice.

Not one bit.

.

"I saw you with Chuck."

It would have been easier if Serena just hadn't opened that door.

"I don't know what I was thinking. Sleeping with him once, I understand—but twice?"

"Wait, Blair, you slept with him?"

It was the nonchalance and Blair's simple it wasn't because I like his natural musk.

It was Chuck's smug smirk and the thing that Serena hadn't wanted to admit to herself.

Chuck and Blair were sort of perfect together.

As much as Blair wanted to deny it, they both knew it was true.

Serena didn't understand how her best friend had changed so much since she had left in the spring. Even though Blair had conniving and scheming tendencies, Serena had never seen her so cold before. Serena wanted to attribute this to the loss of Nate, but the truth was, Blair had always been like this. This was who she was. With Nate, she had just hidden it.

And the way Chuck had looked at her was definitely disconcerting. He hadn't looked at Blair like she was just another piece of meat, even though it was now obvious Blair had let him past her defenses at least twice.

And if she knew Chuck, it was going to be more than that. Blair was his match. And that was something that worried Serena.

.

She was beautiful. Too beautiful. It wasn't fair how someone that alluring had so much power over him.

He hated how she ignored him so easily.

.

"You could have told me."

"No, I couldn't."

Blair's voice was dry but had, at the very least, lost the chill that it had contained the last time they spoke of that certain indiscretion.

"If you were going through a hard time-"

"And face those big eyes of judgment?" Blair sneered. "Not likely."

Blair twisted her fingers together convulsively, refusing to look at Serena.

"That wasn't why I did it."

"Well it wasn't because you liked his natural musk."

"I'm serious, Serena," Blair said. "It wasn't like that. I don't have to try so hard when he's around. I can just be myself."

"Nate loved you for you."

"If that were true he wouldn't have cheated on me," Blair answered.

Serena couldn't find an argument for that. No matter how much she wanted to.

"I don't regret what happened."

"At the Shepard Wedding or your birthday?" Serena asked.

"Both."

Blair sounded surprised at her own allegation.

"Chuck understands me," Blair said. "He doesn't judge me."

"It sounds like you like him," Serena laughed. There was a beat of silence and just as Serena was about to gasp, Blair spoke up.

"He's one of my best friends," Blair said. "He was the only one there for me this summer after... everything. Of course I like him."

"Like you liked Nate?"

"No," Blair said. "This is something completely different from Nate."

Serena knew that wasn't really an answer to the question.

"If you're so comfortable with him," Serena asked, "why have you been avoiding him?"

Blair looked at her questioningly.

"You didn't even know where he was on Thanksgiving," Serena illuminated.

"It's not like it matters," Blair said. "I'm just a girl he slept with."

"Twice," Serena said but wasn't sure why she was defending him.

"Like that matters," Blair said bitterly.

But they both knew it did. Sleeping with the same girl more than once was a rare occurrence for Chuck Bass.

"I was a virgin with him," Blair said. "He was my first and that means something."

"He means that much to you?" Serena asked curiously.

"Not like that," Blair said in frustration. "He was my first but he wasn't my boyfriend. That's the difference. I'm just a girl and a girl without experience isn't even worth the trouble to him."

"I'm sure he's been with virgins before," Serena rolled her eyes.

"I know he has," Blair said. "But we don't know who they were for a reason. He wants someone to please him. That's the whole point. And we both know that I can't do that."

"What makes you say that?" Serena asked.

"You're never good your first time," Blair said. "Or your second, for that matter."

But Serena didn't believe it for a second. Maybe Blair hadn't been as experienced as the whores that could smell Chuck's fortune on him like his natural musk, but Serena knew he had liked what transpired between him and her best friend.

She saw it in his eyes as Blair walked away from him.

.

She was beautiful. Too beautiful. The way her minions salivated at her feet was such an aphrodisiac for him; the same way that he knew power was an aphrodisiac for her as well. It had been a long holiday and giving her space wasn't as easy as he had initially attempted to convince himself it should be.

She was acting like him taking her virginity wasn't the most world-changing experience ever and it bothered him. She should be crawling back to him like they all did.

He took a swig of scotch.

He was disgusted with himself.

"How was Monaco?"

Though it wasn't the last voice he had wanted to hear, it definitely wasn't the first.

"Monaco?" Chuck asked Serena as he put down his drink.

"Or Prague, Marrakesh," Serena shrugged. "It doesn't really matter where you were."

"So why are you asking?"

She didn't seem as confident anymore and he had to laugh.

"Oh, I get it," he said. "She told you."

"You could have told me," Serena said instead, clearly annoyed.

"How does the humiliation feel?" Chuck asked smugly. "The the entire time you were telling me your perfect best friend would never touch the scum of the earth like me, she was actually sliding her clothes off for me in the back of my limo?"

He watched with relish as Serena's face contorted with disgust. But the expression dropped just as quickly, and she just shrugged.

"Or is that it?" Chuck asked, feeling even more vindicated. "You're not even surprised."

Serena cast him an annoyed glance and he started to feel as though this party was going very well.

"I must admit," Chuck sighed, "until the day before Blair's party, I hadn't even thought about it. But then I saw her and it all clicked into place. Blair and I make sense. More than she and Nate ever did. It's perfect."

Serena narrowed her eyes with suspicion but he couldn't care at this point because it was like the waters had parted and there she was.

Blair Waldorf made every other woman melt into the background.

"You like her," Serena said in surprise.

"What's not to like?" Chuck asked, not even bothering to look at the blonde beside him. "She's conniving, manipulative, scheming, witty. She's the fantasy. Not to mention her habit of pleasuring me so frequently."

.

It was the first time that Serena had ever heard Blair being described as someone's fantasy. Sure, everyone spoke of how perfect and beautiful she was. She was the girl that every guy on the lacrosse team wanted to take home to their mothers.

But Chuck Bass fantasized about her. And it was clear that there was something between those two, even if Chuck had refused to see it before.

And the moment Blair and her posse walked through the door, Serena recognized it. She didn't care if this was the most genuine Chuck had ever been or that he had been Blair's first.

She recognized that Chuck Bass was a predator. And Serena would protect her sister from him.

.

He didn't like it. She should be bending over backwards for even a nod from him. But then again, if the day of her party was any indication, Blair Waldorf was not like the rest of them. She was a Park Avenue Princess who went to catholic churches on her off-days and rejected him without even a second thought.

Chuck had been rejected before but it had never hit him this hard.

He had never cared.

Chuck cared about Blair. And this was a problem. Because she wasn't looking at him and he had a problem with that.

He felt Serena trying to bar his advances by getting to Blair first, but it had been a long holiday. And as much as he tried to convince himself that forgetting Blair was the best option, it obviously hadn't worked. So he was going to take whatever he could get from her.

Because she liked giving it to him. She may have pretended differently, but he knew the truth.

"Waldorf."

She batted her eyelashes innocently at him and he heard Serena exhale in defeat. Blair stood there, blinking innocently at him, like she hadn't even noticed him until that moment.

He knew better.

At least, he thought so.

"Drink?"

He didn't know what he was doing but he held out his glass of scotch for Blair, knowing immediately he had made a mistake. Blair Waldorf was royalty and judging by their last encounters, mistakes could not be made at his expense.

Blair's laugh was dark and cruel, and although he used to fully enjoy hearing it, it was only when it was directed at others. He suddenly understood why freshmen seemed to cry so much in her presence. This girl was a cold-hearted bitch.

He wanted to get her naked.

"No, thanks," Blair said condescendingly. She looked over her shoulder at Kati and Iz as they snickered with her. "But maybe next time."

As Blair brushed past him, he stood there dumbfounded, realizing what had just happened.

"Wow," Serena said from behind him.

He turned towards her, hating that self-righteous look about her.

"Was that the girl that has the habit of pleasuring you?" Serena asked smartly. "Because that rejection looked so real. How does the humiliation feel?"

He knew what Blair reserved that tone for. Those were the guys that never had a chance. That tone was served for the humiliation for the lesser mortals.

For once in her life, Serena was right.

That humiliation stung.

But then again, she couldn't win everything. Because Chuck knew that wouldn't be the last encounter he'd have with that ravishing bitch.

"At least I'm not slumming it," Chuck sneered in Serena's direction.

"No," Serena said. "But Blair certainly is. Or was."

"I'm not from Brooklyn," Chuck said. "And I may be beneath Blair, but that's exactly how she likes it."

He liked the way Serena recoiled.

He needed at least one victory for tonight.

.

Blair had about enough of Serena's holier-than-thou attitude for that night. She saw the way the blonde spoke down to the lecher with dark eyes and darker intentions. And for some reason, she didn't like it.

That feeling wasn't anything that she wanted, but she couldn't help it. She didn't know what he was doing looking at her like that, but she didn't exactly hate it.

She didn't hate how his eyes burned to her when Nate's lacrosse friends got her drinks or invited her to dark corners. She didn't hate how he was rebuffing advances of the lesser mortals at the party and she definitely didn't hate the way he had been looking at her for the past hour. She wasn't sure if he was just toying with her, or was actually being genuine for the first time in his life, but she couldn't help her impulse to find out.

"We should go."

Blair couldn't help but scowl. Serena had been trying to usher her out of the party since her little encounter with the smirking devil—who looked more like a brooding devil that night. She was completely aware of Serena's intentions, but she just couldn't help herself. She couldn't help but want to explore him.

She had never known a person she could be so familiar with, yet could still be such a mystery. Nate was such an open book, with his heart on his sleeve, but Chuck was different.

Chuck was Chuck.

And when Blair was around him, she couldn't help but feel more herself than she ever had before.

She wasn't going to let Serena jeopardize that. Because there was one thing that Serena didn't know.

Chuck wasn't the predator.

Blair was.

"You can go," Blair said. "I think I'll stay."

"Blair," Serena said sternly, but Blair's mother was in Paris. She didn't need one to control her in New York.

"I'm not keeping you," Blair said over her shoulder.

By that time, she had tuned out Serena's protestations.

.

"Bass."

She had found him. He wasn't sure if he had been hiding from her or not, but as he took in her appearance as she leaned in the doorway of yet another bedroom at another party, he was sure that wasn't the case. She looked too good not to be made for him.

Chuck stood up from the dark chair in the back of the room. The shaft of light spilled over her body, but she had closed the door and they were both shrouded in darkness.

Like they should be.

It hadn't used to be this way. He wasn't used to taking in every slight nuance and gesture.

Women like to pretend they're complicated, but I know better.

Or he used to. Because Blair wasn't just a woman. She was his own personal complicated, sexy devil-woman that he had to decipher almost as much as he had to fit himself inside of her.

"Waldorf."

Her name slid off his tongue as easily as he could slide into her and he knew there was no name he was meant to say more than hers.

"Are you lost?"

The only light was the moonlight streaming through the window and he didn't know how a simple silhouette could make him so hot for her.

And then he heard her click the lock to the door and he got even hotter.

"Do you want me to be?"

He was suddenly very glad that she had locked the door. And he liked even more the implications that it presented to him.

He didn't know quite what she meant by her soft words, but if getting lost meant that she was with him, that was exactly what he wanted.

"It just seems to the common observer that when you're with your society bitches, I'm nothing but dirt beneath your Louboutins."

Said Louboutins had carried her swiftly enough to him and as her hands slid over his shoulders, he decided that it didn't really matter what she said.

"But now we're in a dark, locked room," Blair said into his ear. "And I don't see them anywhere."

"That would make for an interesting couple of hours," Chuck couldn't help but say. He liked the way her nails dug into his jacket. He liked entertaining the idea that there was a possibility that she was just as insecure as he was.

Then again.

"You are a cold-blooded bitch," he remarked just as quietly.

He knew she had learned to whisper seductively from somewhere.

"Are you mad at me?" she asked discreetly but they both knew from the status of his precious anatomy that the opposite was true. This game was just too much fun not to play.

"That was a compliment, darling," he responded. "You know I was just getting a little tired of this fake disdain you were portraying."

He felt her hesitate, about to pull away, but he didn't like that. Instead of saying something that would push her away again, he pulled her into his body. At her moan he knew she felt him and she wasn't going anywhere.

Her tongue was soft and as hesitant as her hands had been and he didn't know what he was doing wrong. His lips moved against hers more insistently and finally her fingers curled around him.

"There's no need to be afraid of me, princess."

This time she did jerk away.

"Afraid?"

She sounded furious, but that did bode more than well for him as he felt her little hands push at his chest. He moved until he felt the bed hit the back of his knees. He heard her heels follow him and he smirked into the darkness.

"No need to be so indignant, kitten."

"Why do you talk to me like that?" Blair asked quietly. He still wanted to believe it was insecurity but her proximity was too distracting.

"Because I want you."

"Still?"

"Always," he said in confusion, not sure what she meant by that. Not wanting to ponder it any longer, he let his hands wrap snugly around her.

Her hair sprawled against the bed as he threw her down and he knew right between her thighs was where he was meant to be.

.

The door finally opened and Serena had to wonder why she was always on the other side, watching Blair and Chuck stumble out together. Chuck's hands went to her best friend's hips, spinning her to pin her against the doorframe. Blair laughed lightly into his mouth, her arms wrapped around his neck.

She looked happy.

Serena didn't know why that bothered her so much.

But it wasn't the fact that her best friend was happy. It was that she was happy with Chuck. Chuck was a bad influence and if Blair was cold-hearted now, she didn't know what would happen if the devil really got underneath her skin. Right now Blair was just having fun.

Serena didn't want to think what would happen if Blair let him.

Chuck and Blair just had sex.

But that was it. That was all Serena would allow it to be.

.

Chuck liked Blair in her little uniform. The way she would primly cross her ankles and fold her hands in her lap. She was the perfect picture of perfection.

In public.

He liked that about her. He liked her icy exterior and the way he was the only one to feel her heat pulse around him.

It was better than feeling Serena's eyes probe him incessantly. He was getting really irritated with her attentions.

He focused on the way Blair's skirt rode up her thighs as she crossed her legs. He couldn't help the smirk curling his mouth. She flicked her hair from her face in a brush off but Chuck knew what brewed beneath. He could already tell the exact sort of filthy things she would murmur in his ear as soon as her minions caught sight of something shiny.

If only Serena would take the hint.

"Don't you have anything better to do than stalk me?" Chuck asked crossly.

He didn't ask Serena to sit by him in the courtyard.

"Who better to stalk than my best friend's stalker?" Serena asked. This time Chuck deigned to give her a snide look, but she wasn't wrong. But it wasn't really his fault. Besides, it wasn't stalking if you knew the person.

It also wasn't stalking if you just happened to be cruising down Park Avenue the exact same time as a certain society princess was walking home.

"It's not like she doesn't want it," Chuck answered smoothly.

"Really?" Serena asked. "Is that why she rejects you every time you see each other?"

"In public maybe," Chuck replied.

"Believe me when I say there's a reason that she pushed you away last night," Serena said. Chuck finally turned his full attention to her. He never knew Serena to be so blunt, but there was something different about her. He knew that she wanted him to believe whatever she was saying and that usually meant it was a lie. But when it regarded Blair, he couldn't help but need to know everything.

"And what exactly are you insinuating?" Chuck asked slowly.

"You're just not her type," Serena shrugged.

"Not her type?" Chuck repeated. "I'm exactly her type."

Serena rolled her eyes. "That's not what I mean."

"Then why don't you explain it?"

"She knows all you're interested in is sleeping with her," Serena said, "and she isn't in to that."

"She isn't into being pleasured by the most experienced person in Manhattan?" Chuck asked doubtfully.

"First of all, try a little humility for once," Serena said. "And I'm sure if the right guy came along who knew how to do it, she would like it."

"Who knew how to do it?" Chuck couldn't help but seethe.

"Sorry, Chuck," Serena shrugged. Chuck sat at the table as Serena flounced off on her way, unable to comprehend what had just happened.

Never in his life had he ever been accused of being bad in bed.

He was determined to figure this out as he scrolled through his contacts to the B's.

.

what are you wearing

Blair wasn't sure what to make of the text at first. Then a second later she decided to snap it closed quickly because Serena was staring at her.

"What?" Blair asked.

"Who was that?"

"My mother," Blair said quickly. More than anything she wanted to reply a witty quip to him but she knew she wouldn't be able to do that without starting something and with Serena looking at her, she really wasn't sure if she could handle nonchalant.

When Serena quieted as they continued walking, Blair settled for a coy response.

Wouldnt you like to know

His reply was almost instantaneous.

I would

Blair looked at the two words contemplatively, not sure really what they were supposed to mean. In person, Chuck was a difficult man to figure, but in text, his meaning was even more muddled.

Her phone vibrated again when she hadn't answered for the several minutes of her reverie.

How about showing me tonight

"Is Eleanor really texting you that much?"

Blair snapped her phone closed again, shaken by Serena's scrutiny.

"Apparently there's a disaster at the atelier," Blair smiled tightly.

She knew Serena didn't quite believe her, but ever since Thanksgiving, she did her best to shield her best friend from her more messy personal affairs.

She knew she would have to rid herself of Serena before continuing this very intriguing conversation. But talking to Chuck while she was there was not helping at all. Blair smiled at her best friend before typing something quickly.

cant talk now. Maybe later.

.

Normally, Chuck would never have listened to the likes of Serena, especially when it came to his performance—the only thing he was really good at. However, Blair's texts had not reassured him. Usually she was quick and witty when it came to the things he sent her. This time she just shut her phone and laughed with Serena as they walked to her house.

It wasn't stalking.

It wasn't.

He had just been sitting outside of her house for hours waiting to make his move after Serena left. He never took the blonde to have any brains but he could be wrong. After all, her deduction of Blair seemed to be accurate.

But tonight, he was going to change that opinion. He was convinced that Blair's feelings had to have something to do with the fact that she was a recently deflowered virgin. That had to be it. She was lucky to have it so good.

Then again, he had been having this internal dilemma in his car for the past hour and he hated her for it. He hated how insecure and self-doubting she made him. This had never happened to him before and he would be damned if she was the one to change that.

Serena had the gall to wait several hours before freeing Blair and he could finally prove to her that he would be the best that she would ever have.

Chuck slid easily into her room, reflecting on every come-on he had in his repertoire as he saw Blair in nothing but lacy lingerie that he happened to know she wore frequently around the house.

"Chuck."

Blair crossed her arms over her vulnerability causing Chuck to snap back to the reality that none of that mattered. All that mattered was Blair's opinion of him. He hated it. He hated all of this. He hated her. But he was going to make her feel so good she would be screaming his name to the ceiling beams.

"What are you do-"

Chuck was on her before she could even think of protesting.

"We're going to do this right," Chuck said heavily, coming up for air just for a moment before diving down again. Blair stepped back again and Chuck could calculate the footage of how far away they were from her very inviting looking bed.

"What are you t-"

The second question wasn't even out of her mouth because she was on her back again and Chuck only allotted himself a second of satisfaction at exactly what she was wearing before tearing it all away.

Her breaths were halted and startling as she gazed up at him. He wasn't diving in as he usually did right away and he knew he was making her nervous.

As she should be.

"Chuck."

It came out more like a question and he knew that she was waiting for him to make his move.

Slowly, he sank to his knees as she quivered, questions in her eyes.

"What are you doing?"

He finally let her complete her question before smirking. "Proving a point."

She didn't stop him.

It wasn't something he had even considered doing but as her heels dug into his back, he couldn't remember why. The way she jerked and spasmed made him wonder how this could ever be bad for her. This wasn't an act that he usually indulged in. Women were usually the ones on their knees for him, but he had to do this.

Because with Blair, it was always different.

And he knew that for the rest of his life, Blair Cornelia Waldorf would be the only woman he would ever go down on.

Her purrs of satisfaction grew louder than he had ever heard and as her body shook, Chuck couldn't understand what mistake he had made.

By the sound of it, Blair was highly enjoying herself.

Chuck stood up on shaky legs, licking his lips before sitting on the bed next to her. Blair's chest was still heaving as she law sprawled on her back, the most unabashed and secure that he had ever seen her. And he couldn't help but stare at her beauty, no matter how insecure and furious he was at her for humiliating him.

Finally Blair's breathing returned to normal and she looked at him shyly.

"That was..." she trailed off, "different."

Chuck didn't answer, just staring at her with complete confusion. Women were supposed to be open books. They weren't supposed to be this complex or confusing. He hated her for throwing him like this. He hated how she jerked him around and would act so innocent when she had done something no woman had ever accomplished and got him voluntarily on his knees for her.

Blair looked at him with her own confusion and sat up. She fumbled for her robe, uncomfortable with his dark look. She tightened the sash around her waist, curling in on herself on the opposite side of the wide bed.

"I don't..." Chuck sighed, "understand you."

"What?" Blair asked.

"You are the most infuriatingly vacillating woman I have ever met."

"What are you saying?" Blair asked, her voice growing dark and even for a moment, he had forgotten she wasn't one of those he could just talk down to with no repercussions. She was Blair Waldorf and she was exactly his match.

"You push me away, you pull me back," Chuck said in frustration, getting up from the bed. "I don't know how to handle you."

"You mean manipulate," Blair practically snarled. "I thought we've been over this. We both decided it would be best if no one knows about us."

"That isn't what I'm talking about."

"Then what is?" Blair demanded, getting up herself.

"I don't know if you're trying to emasculate me-" (it was working) "-or prove something, but those sounds you were making could wake the dead. I have heel marks on my back. You liked that. Don't even try to deny it."

"I wasn't trying to," Blair said, "but I might now."

"I know what you told Serena," Chuck said. "Don't even try to convince me that you think I'm bad in bed. I know exactly what I do to you."

"What?" Blair asked, so flustered she couldn't even articulate another syllable other than that. "What?"

"Don't patronize me," Chuck sneered. "I know you tell each other everything. And we're going to do that until you admit how much you liked it."

"You're insane," Blair said in wonderment. "I never told anyone about anything we do together. Serena found out about us because she saw us together."

"She told me," Chuck snapped. "She also told me that you've been avoiding me because you think I'm atrocious when we sleep together, which, by the way, can't be true judging by the way thrash and call out my name. If you weren't still such a virgin you would realize that you'll never have it so good as me-"

"Shut up, you self-absorbed pervert," Blair retorted sharply. "Do you want to know the reason why I've been avoiding you? It isn't because you're lacking. It's because I am."

Chuck took a step back, unsure of what just came out of her pretty mouth.

"What?"

"Just get out," Blair said angrily, tightening her robe around her again. She tried to push his shoulder to make him leave but he caught her hands instead.

"Blair," he said, this time finding his voice was taking its own tone of amazement.

"Get out," Blair replied succinctly, tearing away from him.

"No," he said, still staring at her. "You are so..."

"Spare me the false flattery, Bass," Blair scowled. "I know I was a virgin with you. I can't have been good at all."

"I'm not saying that I don't have a lot to teach you," Chuck remarked. "Because believe me, I am fully anticipating the number of things I will inevitably take pleasure out of introducing you in the future."

"You're not actually saying you enjoyed it," Blair scoffed. Chuck walked slowly towards her, liking how she backed into her vanity. He trapped her with his arms.

"You have no idea."

"You're Chuck Bass," Blair said with disdain, hating that self-important look he had about him. "What do I have that the most expensive hookers in the tri-state area don't?"

"That probably has something to do with the fact that was the first time I didn't hate myself when I was with someone," Chuck answered honestly. Her eyebrows crinkled but he was relieved there wasn't an ounce of pity in those dark orbs of hers. Instead, there was something that attributed to the fact why he was actually falling for her.

Flattery.

She was flattered by the fact that he didn't hate himself when he was with her. In fact, it made her feel special.

Which she was.

He exhaled in relief as she pulled his body into hers swiftly, their mouths becoming one again. He pressed himself close to her, hiking her leg around his hip.

He was suddenly very aware that his needs hadn't been attended to yet.

Blair suddenly pulled away.

"Serena told you that I thought you were bad in bed?" Blair asked.

"Why don't we focus destroying her... tomorrow," Chuck suggested, sliding his hand up her thigh. "But you must admit how well we perform together, even if it wasn't at first."

"Meaning?"

"I know that in the limo, it probably wasn't ecstasy for you," Chuck said steadily, hating how intimate they were becoming. He had seen thousands of women without clothing, but Blair was the only person he had ever been close with. "No one ever enjoys their first time."

But Blair had an intriguing cocky look about her as she slid off her dresser table, pushing him back in the direction of her bed.

"Except me."

Chuck raised his eyebrows as Blair unbelted her robe.

"Is that so?"

He shifted her dark hair from her shoulder, making love to her neck as she pushed his shirt off his shoulders.

"It has come to my attention that what happened a few minutes ago was particularly one-sided," Blair said.

"Are you even going to try to pretend you didn't like it?" Chuck asked. "My back knows better."

"Perhaps."

"I'm sure I can perfect the art," he smirked.

"After," she said, pulling at his belt.

"After," he agreed.

After was good.