"I don't want you anymore. And I can't see why anyone else would."

Blair was broken, devastated, and empty.

She hurt so much. She'd lost everything.

She lost Serena because of her stupid pride.

She lost Nate because she'd slept with his best friend and didn't tell him the truth.

She lost all her friends because she was a hypocrite.

She lost Chuck because she'd slept with him. There were a lot of other reasons too, but that was the main one.

If she'd never slept with Chuck Bass none of this would have ever happened.

She wouldn't be alone.

She wanted to run. She wanted to go home and convince her mother to put her on a flight to France. She wanted her dad.

She wanted it to all be over. Just wake up and find that it was all a dream. Maybe then she wouldn't be alone.

She had no one left...but maybe there was someone.

She found herself going to a place she'd only been once before.

As she tentatively knocked on the door, she found herself praying that one of her former prodigies didn't answer it. Then she realized that if she did answer the door, Blair would just look like even more of an idiot.

She turned and quickly started walking down the stairs again. She didn't know why she had come here; it was stupid.

"Blair?" came a very incredulous voice from the top of the stairs.

She only turned around because it was a male voice and not a female one.

She looked up at him. She didn't know what to say or do.

"Jenny's not here," Dan said, still very much confused but he could see the traces of tears around her eyes. He felt bad for her. He knew the past two days couldn't have possibly been easy.

She looked down and whispered something.

"What?" Dan asked. He hadn't been able to make out a word she'd said.

"Can I talk to you?" Blair said a little louder.

Dan looked at her, more than a little surprised. Why was Blair Waldorf at his door…and wanting to talk to him?

But she looked so out of it that he couldn't deny her.

"Sure," he said. "Come on in."

She walked up the steps slowly and hesitated at the top of the stairs.

He'd never seen her look like this before. She was always either happy or pissed about something. He'd seen her look sad once before when Serena and Blair's mother had sabotaged her, but this was even worse than that.

She seemed to be in a daze, very uncertain about what she was doing there or even where she was going.

He hesitated before motioning for her to go into the loft.

She nodded and made her way inside. He shut the door behind him and turned to see her standing with her head down outside his room.

He guessed she wanted some privacy for their discussion. Of course his father wasn't home, just like Jenny wasn't, but they could be home any minute.

He walked up next to her and opened his door. She went inside and sat lightly on the edge of his bed.

He closed the door and decided to lock it—for no reason other than that he didn't want anyone to interrupt this discussion because it was bound to be serious—and went to sit tentatively next to her.

He waited for her to say something, but minutes passed and she didn't say anything.

"Blair?" he finally said, about to ask her what was going on in that head of hers—he still didn't know why she had come to his place, of all places. He glanced over at her and realized she was crying silently.

Tears were streaming down her cheeks. She wasn't sobbing; she was just letting out her pain quietly.

He hesitated before putting his arm around her shoulders.

That was when the sobbing started. She leaned her head against him and started crying her heart out.

He awkwardly held her, patting her arm and trying to figure out what in the world he was supposed to do now.

It seemed the best thing to do was to let her cry it all out.

She turned into him more fully and her head was now against his chest. Blair actually wrapped her arms around him.

He felt weird and extremely helpless. Shouldn't Serena be the one she was crying on?

"I can call Serena…" Dan tried to say, hoping that would get her to stop crying.

It only made her cry harder.

"Okay, no Serena," Dan quickly rectified. Maybe they'd had another argument or something? He didn't know anything that Serena was thinking about Blair's situation.

He didn't know what else to do now, but she didn't seem to be on her way to stopping anytime soon. And she was lying awkwardly against him.

"Blair, why don't you lay down?" he asked. She didn't seem to hear him but at least she wasn't crying harder again.

He reached down and took a hold of her face, tilting her chin up toward him. "C'mon Blair. You need some rest."

Her tears subsided a little as she looked up at him. She gave a little nod before closing her eyes weakly.

He stood up and brought her to her feet.

She wobbled a little, but she was standing at least. She was dejected and unmoving. She didn't seem to be able to make any other motion.

He sighed and helped her out of her burgundy coat. He reached down to pull back the edge of his comforter and sheets before taking a hold of her hand to drag her back to the bed. She sat down, but didn't make any more motions.

He reached down and put an arm under her legs before twisting her sideways. He laid her legs out straight on the bed, and rested a hand on her shoulder to guide her as she finally fell backwards to rest her head on the pillow.

He pulled the covers up over her and stepped back. She'd already curled into a ball on her side under the blankets.

She looked up at him, her face expressionless. She didn't know what she was doing here with Dan. But he had let her in. He didn't turn her away like everyone else had.

She needed to be held. She needed someone to tell her it was all going to be okay. It didn't even matter if it was Brooklyn doing it.

"Hold me?" she whispered softly.

Dan tried not to flinch. She wanted him to do what? He couldn't do that. But she was asking like it was the only thing on earth that would make her feel better at all.

He knew this wasn't wrong because what could be wrong about comforting someone? Except that this was his girlfriend's best friend… who was lying in his bed.

"Please?" her eyes were practically begging now. She looked so lost. He couldn't not help her.

He walked to the other side of the bed and kicked off his shoes. He hesitated for a second before pulling the blankets up and getting under them to join her. He probably could have laid down on top of the sheets, but he knew she wanted some sort of human contact right now.

After he settled in, he started to turn toward her but she beat him to it. She rolled into his side and rested her head against his chest. Her arm slid to the other side of his chest and she snuggled close to him.

He froze. This was beyond awkward.

After a few minutes, he managed to ask a question.

"What's wrong Blair?" as if he didn't know most of it.

She didn't respond. He glanced down to see that she was crying softly again. His shirt was going to be drenched if she didn't stop soon.

He awkwardly patted her back. "It's going to be okay," he reassured her. He didn't really know if it would be, but at least she was alive. Tomorrow she'd get that gumption back that she'd always had. She'd get through this.

"No, it's not," Blair finally said through her tears.

It was the first words she had uttered since she crossed the threshold into the loft.

"Yes, it will be," Dan explained.

"I don't have any one. Serena, Nate, Chuck, Kati, Is…Jenny… they've all turned their backs on me," she said into his shirt.

"Serena would never," Dan began.

Blair nodded emphatically against his chest. "She would. She did. She walked out on me. Everyone keeps leaving me. Am I really that horrible of a person?" she asked, looking up at Dan, pleading with her eyes that he tell her that it wasn't true.

And he couldn't tell her that. She wasn't a horrible person. He'd witnessed first hand what her mother put her through. He knew that Nate and Serena's betrayal had only served to make her life worse. He couldn't blame her for lashing out at others before they could hurt her.

"No," he whispered with a soft smile. "You're not horrible."

She nodded.

"So why did you come here? I'd think I would be the last person you'd come to…well, actually, I didn't think I would have made the list at all," Dan rectified.

She was silent for a long minute. "You're right."

Dan glanced at her head, waiting for her to continue.

"You weren't on the list. But the last person I went to shouldn't have been on it, so I figured I'd take a chance on swapping the listings," Blair muttered.

"Who?" Dan asked, wondering if that was the person that made Blair look like death.

"Chuck," Blair said with disgust.

Dan winced. He could have told her that wasn't a good choice. Chuck Bass was an ass. He'd been floored when Serena told him that Blair had actually been with Chuck. It kind of made sense, but it was also very disturbing.

"What did he say?" Dan asked, knowing it couldn't have been good.

She was silent for a long moment again.

"He told me I wasn't beautiful…" she whispered dismally. "He basically said that he had used me and now he was done."

Dan breathed in a harsh breath. That ass. He didn't have to say something like that to her. How could anyone kick someone like that when they were already down?

"Blair?" Dan asked, wondering if he had any right to ask this, but knowing that if Serena wasn't there, Blair needed help.

She waited for his question.

"Are you pregnant?" he asked. Since word had hit Gossip Girl, no one knew the truth. If Chuck had said something like that to her when she was pregnant with his kid, Dan really would be giving him the other black eye he owed him.

She laughed. "No," she said with some relief. "I took the test yesterday morning."

Dan breathed a sigh of relief too. "Did he know that?"

She nodded against him. "He knew."

Dan still wanted to punch Chuck, but not as badly as he had a second ago.

"It is going to be okay," Dan said softly. "Life is going to be different, but you'll survive. You're a fighter Waldorf."

Blair wanted to laugh at his words, but then he'd ended by saying her last name and reminding her of the only other person in the world who called her that.

She shuddered and dropped her head against his chest again, snuggling even closer, if that was possible.

He wondered what he had said to make her shudder, but she seemed to not be very forthcoming with that little side note.

"Can I stay here tonight?" Blair whispered.

He had to say "no". He should say "no". But for some reason he couldn't make himself say that little word. He couldn't abandon anyone in their time of need. He wasn't built that way. He just hoped he didn't wind up regretting it.

"Yeah," he whispered back.

And she seemed to relax a little more against him.

He hesitated once again before reaching his other arm around her and stroking her back in comforting strokes.

This was definitely not something he would have ever seen coming. He still couldn't believe he was lying in bed next to her.

He realized that she was finally asleep. He kept stroking her back as he stared up at the ceiling, wondering if he should try to get away from her and call Serena now. But if they really had fought, Serena might be one of the last people Blair wanted to see.

He was glad he locked his door. He didn't need anyone coming in to see this. And he was pretty sure the lock on the wall was in place too.

He finally allowed himself to fall asleep wondering what the morning would bring.

He was hot. He felt like he was burning up. He didn't understand what was causing the heat at first. He thought that maybe a snow front was coming in and his father had hiked up the thermostat before Jenny started complaining about the cold.

Then he felt soft lips at his neck and realized that the heat he was feeling was body heat.

He became slowly aware. Blair was no longer lying next to him and snuggling into his side. She was on top of him, resting her face in his neck. If anyone was cold, it was definitely her as she tried to get closer to him in her sleep.

He tried to gently push her off, but she was latched on too tightly.

She stirred a little against him, making him think she was possibly waking up.

Then he opened his eyes wide when he felt her lips trailing from his neck to his cheek. He froze as she sleepily continued to move her head until her lips rested on his.

He was so shocked that it took him a few moments to respond as she kissed him hotly.

"What are you doing?" he said loud enough for her to be startled if she was still asleep, but not loud enough for anyone else in the loft to hear.

She froze against him and pulled back. She looked completely shocked like she couldn't believe she'd woken up kissing him.

Of course when she pulled back she also realized she was on top of him. As she sat up, she actually straddled him. They were both fully clothed, but it was still a shock when she accidentally sat in the most uncomfortable spot she could have sat at that moment.

She quickly scampered off of him and rolled to her back, staring up at the ceiling in absolute horror. "I'm sorry."

Dan swallowed thickly. This was definitely not good. Not only had his girlfriends' best friend just kissed him, but he'd just responded a little embarrassingly below the belt.

He pushed off the feeling. They were both barely awake. It was an accident. That was all. He loved Serena. Just because he'd had a little embarrassing moment did not mean that he loved her any less. Or that he wanted Blair. He was a seventeen year old boy. Anything would make him think about sex. Linoleum made him think about sex. Well, not usually, but he'd heard that line on one of his mother's favorite TV shows a few years back. He figured it could apply to this situation.

"It's okay," Dan finally breathed out to her apology. "Maybe it would be best if you left now though."

Blair sucked in a breath. She hadn't meant to do it! She was asleep! She was just so cold and lonely. She didn't know why she'd kissed him but she didn't want to be alone now.

She wasn't going to beg him though. She slowly sat up and turned to sit on the edge of the bed.

She could feel the tears starting again, but she held off as she slowly worked her shoes back on each foot.

Dan watched her and realized her breathing was a little uneven and choppy again. He sighed. He didn't want her to feel like someone else was rejecting her. But after what had just happened, how could he let her stay?

"Blair…" Dan trailed off as she tensed; her back straightening. She heard him, but she didn't turn around.

"I'm not… I don't want to push you away, but I can't let you stay," Dan tried to explain.

She nodded with a brief jerk before she got to her feet and picked up her coat.

He cursed himself for a fool. He really shouldn't do this, but she was definitely crying again.

"Fine, stay," Dan growled out.

She paused and looked toward him hopefully.

"Just make sure you stay on your side of the bed," Dan warned.

The hopeful look left her face and she nodded solemnly.

She put the coat down and took off her shoes once again before climbing back into the bed. She turned away from him, onto her side.

He reached down and brought the sheets up over her again.

"Good night," he whispered before turning to his side, away from her.

She didn't say anything else.

He tried to get back to sleep. It was almost three in the morning and he knew he needed some rest or he was never going to be able to get up for school tomorrow.

But then he heard a soft sound. She was still crying. Just when he thought she couldn't possibly have any tears left, she was still going at it.

He closed his eyes tightly and took a deep breath.

Then he rolled over toward her and put his arm around her.

She didn't roll into him, but she did snuggle backwards a little. She reached up and took a hold of his hand where it was resting loosely on the other side of her.

He was just trying to comfort her. That was all he was trying to do. He knew that was what she wanted.

He almost hated his self when he felt that same embarrassing stirring again. What made it even worse was that she was snuggled up so close to him, and her derriere was pressed really close to the source of that stirring.

He shifted when he felt himself grow even harder. He clenched his eyes tight and tried to fight it back. This was so wrong. He had a girlfriend who he loved very much. Why was he responding like this to Blair? He didn't even have an excuse this time. He was very much awake.

He felt her wiggle and clenched his teeth now too. Then he felt her move. He unclenched his eyes to find her looking up at him over her shoulder.

He realized that she could feel him pressed against her. She knew exactly what was going on with him. He wondered if she would finally get up and leave and make this torture stop.

Instead of pulling away though, she reached up and wrapped her hand around the back of his neck. He felt himself moving with her grip until his lips settled onto hers again.

He couldn't help himself. He groaned and deepened the kiss. She finally slid onto her back next to him and he couldn't help himself from reaching up to caress her cheek as their lips explored each other's.

She started unbuttoning his shirt. He pulled back for a minute and stared at her with dark eyes. She stared into his too, wondering if he was going to tell her to stop. She didn't stop though; she kept unlocking each little button from its hole.

She reached the bottom of the shirt and didn't hesitate as she placed her hands on his stomach. She slid her palms up to his shoulders and pushed at the material.

He finally gave in and helped her take it off, leaning in to kiss her again as he worked the material away. He pulled his undershirt off quickly and nearly gasped when her hands slid up against his skin. She explored her way all the way down to his waistband.

He moaned into her mouth as she slid her hand across the front of his pants before going for the belt. She made quick work of the fastenings and he pulled back long enough to shuck the pants off.

While he was doing that, she was shimmying out of her skirt, pushing her panties down and off too. He reached for her blouse to bring that up over her head, but she was too impatient and grabbed him to her.

He was kissing her again, his tongue sliding into her mouth to war with hers. Her arms came up around him and pulled him close.

He shifted on top of her and found himself settling between her legs.

He pulled back and looked up at her, somewhat amazed to be in the position they were currently in. She just looked right back at him. Nothing in her expression said anything about what she was feeling about this. Then she slid her legs up along his thighs and rested her feet on the bed on either side of him. She shifted her hips toward him and he couldn't hold back any longer.

He stared into her eyes as he slowly penetrated her. It was so good, and so different. She was so tight. Serena wasn't nearly as tight. In the back of his head he had a fleeting thought that it was because she'd had so much more experience.

But he pushed all thoughts of his girlfriend and love of his life out of his head as he finished sliding himself to the hilt inside of her best friend.

He gasped and started moving. He slid out a little before sinking back in. She was making breathy sighs. She met his thrust and continued to stare into his eyes as he pulled back and did it again…and again… and again.

The friction and heat was building between them. She was moaning against him. He had to cover his mouth with hers when she started getting a little too loud. He didn't want anyone else to hear and come to investigate.

He felt her start to move more quickly against him and he picked up the pace. He couldn't hold back, he just drove himself inside of her over and over again.

Her cries were muffled against him, his own groans swallowed by her.

He knew it was going to be over soon. It felt so good. He couldn't seem to get enough. He didn't think it was possible to move any faster or harder than he already was, but he proved himself wrong as he pounded against her, burying himself to the hilt over and over again.

And then it was done. They climaxed together. She came apart in his arms, crying out into his mouth one last exclamation as she clenched around him and pulled him close. He had driven into her that last time before exploding and emptying himself inside of her.

He lay on top of her for what seemed like forever. As the world began to right itself, reality was crashing in.

He'd just had sex with his girlfriend's best friend.

Correction.

He'd just had unprotected sex with his girlfriend's best friend.

Oh God.

He tried to pull away, but she didn't let go. She was still wrapped around him, her arms and her legs holding him tight. He was still pressed inside of her, if not as deeply as before.

"Blair…" Dan whispered. "Let go…"

But she didn't, she wouldn't. She just held on tighter.

He didn't have the heart to pull away.

And as he lay against her, contemplating the horror of everything that could befall this simple act, he felt him self starting to stir inside of her again.

He gulped and tried to fight back the feeling.

But when she started to clench her inner muscles against him and wiggle those hips of hers suggestively, he knew he was fighting a losing battle.

All he could do was sink deeply inside of her again before allowing her to push him onto his back. She rolled on top of him and settled against him.

She took her shirt and bra off while he watched. She was moving her hips in a slow motion as she finished undressing.

He found his hands sliding to her hips. She gazed down at him as she picked up the pace. He felt himself growing harder inside of her. He trailed his hands up from her hips to her breasts, exploring her smooth skin.

She tossed her head back and continued her wild ride. He could only stare in fascination at the spot where their bodies were connected. He was inside of Blair Waldorf. The heat kicked up and he clamped his hands on her hips again, bucking up against her, grunting with the effort. She was so glorious on top of him. He didn't want to think that, but how could he not when he, Dan Humphrey, was evoking this kind of emotion.

He was completely at a loss. All he knew was this intense feeling building inside of him that led him to another explosion, more powerful than the first, as he shot up inside of her.

She collapsed against him, completely sated and out of breath.

She finally slipped to the side of him, releasing him from her body. He wrapped his arms around her and held her close, once again, as she had wanted all night long.

He was too tired to think about the consequences of their actions. He was too tired to think about anything other than holding her close and falling asleep in her arms.

He woke up and looked at the clock. It read six a.m. He was going to have to hurry if he wanted to get Blair out of the loft before Jenny or his dad woke up.

But as he sat up he realized he was by himself.

He looked around for any sign of her, but her coat and shoes and bag was gone.

He noticed a piece of lined paper, probably from one of his notebooks, folded and resting against the pillow on the other side of the bed.

He slowly reached for it and took a breath before opening it.

Dan,

Thank you for being here for me when nobody else would. I know what we did was terribly wrong. I want you to know you don't have to worry. I'm leaving for France. My dad lives there. I'm going to be joining him to finish the semester. I don't know what will happen senior year, but I wanted you to know you don't have to worry about me ever telling Serena. Please don't tell her Dan. She won't ever have to know. This never happened. It's for the best.

I used the fire escape. You might want to lock your window before you leave for school.

Blair

He closed the letter in a tight fist. He didn't know why he was angry. Maybe it was because he felt used and tossed to the side. Maybe he was just angry at himself for betraying Serena so horribly even though he loved her so much. Maybe it was because he hadn't had a chance to tell Blair goodbye.

He shook himself out of his reverie and got up to throw on some pants before heading to the shower.

Today was the day he was hoping to finally tell Serena that he loved her.

Leave it to Blair Waldorf to make that almost impossible now.

Finished.