A/N: I got a request for this and it just came out. Again. What have CB done to me to make me unable to stop writing about them this season? Who knows, who cares... it's just so damn fun to be inspired again that I'll take it.

This is a companion piece to "Tell Him," so read that first in order to get the whole feel of things. This will be two parts; first half is Blair's perspective, second half will pick up from where the first half left off and will be Chuck's perspective. Hopefully my surge of inspiration will allow me to get it to you soon, but we shall see. I hope you enjoy this because I think I'm emotionally bleeding from writing it. (This is un-beta'd, BTW.)

Disclaimer: I don't own Gossip Girl's Blair Waldorf or Chuck Bass; they just make me take them out to play every once in awhile.

What if I Said

(Part I)

It had been a long night for Blair.

By the time she and Chuck made it back to the Palace and Emma was back with her mother, Blair wanted nothing but to go home.

She'd told Serena she'd spend the night with her, so that led to a very quiet elevator ride with Chuck and then a nervous dash to Serena's room before he could decide to break the silence. Luckily it hadn't been long before her friend showed up, telling tales of Jenny's trashy attempt to get attention, and Blair finally started to relax.

Soon they were laughing like the entire night had been a breeze, hanging out without a care in the world.

Blair was entirely grateful for this time with her best friend until Serena mentioned Chuck; since he was a part of their night, the mention of him shouldn't have surprised her the way it did. Her friend's words were coy, hinting about how civil Blair and Chuck had been to each other, how well they got along, how cooperative Chuck had been in helping find Emma…

Her memories of the night flashed through her mind recounting every single time his eyes fell on her and the words he had spoken, most of them tinged with entirely too intimate a tone; it was too much right now.

The night hadn't just been long... it had been completely exhausting; the energy it had taken to keep up the 'friends act' with Chuck was suddenly catching up with her.

Choking past the crushing sensation in her chest, she thought she put on a great show of suddenly being tired while Serena eyed her warily. When the blonde tossed her a nightgown to sleep in and went in search of water, Blair changed quickly before sitting on the bed.

She was hugging herself, trying to bypass the pain she was feeling and stop the tears welling to her eyes when she heard the soft knock on the door.

"It's not like we haven't changed in front of each other before, S." She rolled her eyes, "Come in."

"While that's true…" Blair jumped, bracing her hands on the bed when she heard his soft voice, "I'm sure you weren't expecting me."

Watching in silence as he strode into the room, Blair was relieved when he didn't close the door completely behind him; she didn't think she would have been able to breathe if he had.

She could have taken the bait, bantered with him about his lewd comment and dragged out getting to the real reason he'd knocked on the door, but she truly was tired. Not just from the night, but from the mess her relationship with Chuck had become; dealing with the unspoken words and the tension between them had her drained her of fight.

The war had raged and now all that was left was broken pieces of the Blair she used to be before Chuck ever touched her; pieces that needed him to be whole again.

When he sat down next to her on the bed, she snapped from her introspective stupor, asking quietly, "What is it, Chuck?" Looking into his eyes, he didn't seem surprised that she hadn't taken the chance to argue with him, just resigned; like he just might be as tired as she is.

He took her hand in his, fiddling with it before replying, "I didn't say goodnight."

The defeated tone of his voice echoed through her, making it hard to breathe it was so depressing; this wasn't Chuck Bass, not even the Chuck he'd been when he was hers.

They had to fix this somehow.

"No, you didn't," she replied guardedly, "But is that really why you're here?"

Chuck sighed, "I guess not, I just…" He brushed a lock of hair from her face as she continued, "I wanted to thank you for tonight. It felt like…"

"Old times," she guessed, scoffing sarcastically.

"Yeah."

Her heart felt heavy in her chest. The thought of going back to those 'old times,' to before Chuck and Blair were anything but partners in crime…

It broke the gates on her emotional restraint.

"What if…" She started, feeling the tears pooling up in her eyes as she struggled to get the words out, "What if I don't want to go back to before?"

His eyes turned darkly sad, "Blair, we agreed…"

"No, Chuck…" She stopped fighting the tears, allowing the drops to cascade down her cheeks, "I can't do this! It's too hard!"

She was hanging her head when she felt his free hand caressing her jaw, tilting her head back up to meet his eyes. Slowly, he leaned forward, her heart hammering a mile a minute until his lips kissed the trail her tears left on one cheek.

Why couldn't he have just kissed her? Made it all better? That's all she wanted. She wanted him, but he was withholding.

When her eyes met his again, she was ready to yell, to argue… until he said six words:

"I don't want to lose you."

Tears were flowing freely down her face, falling harder with every breath she took. His hand was still gripping hers, keeping her there in reality when all she really wanted was the Fairy Tale.

The quick fix.

"What if I promise you won't?" She asked, brokenly.

The eyes boring into hers grew glassy, "You shouldn't make promises you can't keep."

She lifted her free hand to his cheek and he leaned in again, kissing her softly. Her lips parted, inviting him in, but he didn't attempt to deepen the kiss; it left her heart feeling as hollow as her mouth stayed.

When he pulled away, he rested his forehead against hers for a moment before saying, "Goodnight, Blair."

Standing, Chuck backed away from her slowly until their joined hands fell when the distance became too large to hold on.

Then he turned and walked out before she could even whisper goodnight in return.

Now bawling openly, she flopped back on the bed unceremoniously; by the time she finally started to calm down to silent tears, she didn't hear Serena enter because she was so despondent.

It was when her friend laid down beside her and took her in her arms that Blair started sobbing again.

Eventually she was sat up by Serena and handed a bottle of water when she stopped the heavy crying. The water felt cool and heavenly on her abused throat.

That was when the inquisition started.

"Tell me what happened, sweetie."

Casting her eyes downward, she replied, "I really don't feel like talking, S."

"But you obviously need to," Serena chided, threading a few of the brunette locks behind Blair's ear.

Thinking about where she could possibly start, Blair started to shake her head, the never-ending tears beginning to fall again as Serena sighed, "Why don't you start by telling me how you and Chuck left things the other night?"

Suddenly Blair was alert again, her eyes slamming into Serena's as the blonde continued, "You mentioned he showed up at your place, but not what happened."

Blair admittedly never gave her friend much credit in the brain cell department, but this was a monumental discovery on Serena's part; "How did you know…"

The blonde's cheeks were tinged with pink, "I stood outside the door while you two were talking."

Taking a second to thank God that at least something was still right with the world, Blair whimpered, "Nothing happened that night… and nothing's going to happen."

"Why?" Serena's brow furrowed in confusion, "You obviously love each other…"

Blair scoffed, wishing it was Chuck getting these questions; it was hard to know how to explain this to a third party when Blair didn't quite totally understand it herself.

Then the answer came to her: "Because it'll only be a matter of time before we mess things up…"

Serena looked at her disappointedly, "Blair…"

"If that happened, I'd lose him completely," a few tears spilled from Blair's eyes and over her cheeks, "No matter how much it hurts, anything's better than that." Now if only she believed that herself.

If she did, maybe it wouldn't feel like she was losing him every time he left the room.

Serena thought for a moment before asking, "Were you talking about the same nothing just now?"

Blair nodded solemnly, hoping that her friend's insight might just give her an idea of how to fix this.

"So you've agreed to stay apart, yet you keep getting together to talk about staying apart?"

Sighing disappointedly, Blair replied, "Sounds silly when you say it like that, but, yes. I guess." It didn't sound like Serena had any more of an understanding than Blair did.

"Huh," Serena said as her eyebrows rose doubtfully.

Great, her friend didn't believe her. "It's for the best, S," Blair sighed woefully.

She felt her friend's hand on her arm as Serena spoke, "I doubt that. If this is what you want, why are you so miserable?"

Blair released an exasperated sigh, "I told you…"

"That doesn't mean it makes sense, B."

Which was only Blair's point, yet Chuck still refused to back down from this whole 'waiting' thing.

Not understanding was really starting to annoy her.

"Since when are you the expert?" She snapped at her friend, "You've only been in one relationship and it failed."

Sure, it was a cruel slur, but the whole situation was frustrating and Serena was an easy target.

If her friend rose to the bait then maybe she'd drop the subject.

Serena answered understandingly; "While I don't doubt that Dan loved me, he never looked at me the way I just saw Chuck looking at you."

Blair's heart stopped in her chest for a moment, "How was he looking at me?" Her voice sounded soft and vulnerable, which she hated, but could do nothing about; she was breathless at what Serena could tell her about what she'd seen.

Taking Blair's hand, the blonde interjected, "Like he'd do anything to keep from hurting you, even if it meant hurting himself. He's so in love with you, B…"

The idea that Chuck's feelings were so plain on his face that Serena could see them made her heart start again, but she still ripped her hand from Serena's grasp. "You think I'm enjoying this?! It was him, pointing out how we could never be a normal couple that brought us here."

She wanted to slap Serena when she laughed then scoffed at Blair's words.

There was nothing funny about the pain Blair was in.

"I don't know where he got that;" Serena finally replied, "I spent the whole evening with the both of you and the only people who don't know you're a couple are you two."

Blair's stomach fluttered in hope at her friends words. "Stop it," Blair commanded, not sure whether she was speaking to her friend or the butterflies.

"I'm serious," the blonde insisted, "You should have seen yourself freaking out, how jealous you were about Emma hitting on him. And then, when he explained what happened, you were so relieved. Relieved; the way you would have been if he was your boyfriend."

Chuck Bass: Blair Waldorf's Boyfriend.

The butterfly wings were beating harder inside her abdomen even though Blair herself felt like sinking into the mattress to escape. Any optimism she felt now would leave her internal organs bruised later when the butterflies had flapped their wings as hard as they could in happiness and then died when the hope did.

It was all too painful a prospect.

"Like I said," Blair responded, her voice barely audible, "It was Chuck who decided that I wasn't worth taking the risk with. You should be lecturing him."

"No, you should be," Serena insisted, grabbing her shoulders with both hands, "He's just scared; a relationship virgin. Let himknow that you're willing to take a chance on him."

The flutters in her stomach doubled; it figures that hers would be capable of multiplying faster than anything should.

No one should be able to hold as much hope and fear in the same place as Blair was apparently able to. It just wasn't healthy.

Her voice was scratchy with nerves, "But… what if he's right and we do self destruct?"

"If that does happen, which I doubt it will," Serena stated, "Then at least you've done everything you can instead of being a scaredy-cat, avoiding the way you feel about each other. It won't make the feelings go away if you ignore them. It only makes the pain worse…" Serena took a deep breath, "Trust me."

Tilting her head to the side, Blair suddenly understood; "You and Dan did a fine job of messing things up, so I guess you're speaking from experience."

Her friend squeezed Blair's shoulders a little tighter and asked through gritted teeth, "You're hurting, right?"

As she touched a spot on Serena's shirt that was still soaked with tears, Blair almost felt sorry for the jab.

Almost.

"I think you know the answer," she admitted, defeated.

Her friend's eyes brightened, "Why does it hurt, B?"

"Because…" Blair paused to sigh, knowing that it shouldn't be this hard to say it, to tell her best friend. Admitting it to Emma had been one thing; Emma only knew Chuck's reputation, not the actual person behind it.

Plus, telling Serena would make all this real. Even more real that it'd felt when Dan put the pieces together.

"I…" Blair stuttered slightly before stating simply, "I love him, S."

There.

She waited for the heavy invisible object on her chest to lift, but it didn't. There was still a kind of relief, though; the pain was still there, but at least she'd finally told someone.

Her friend hugged her tightly, saying firmly, "Go tell him that and keep telling him that until he returns it. That's the only way either of you will find any peace."

Wait, tell him?! And make him say it back?!

It sounded so impossible.

"While I do adore a challenge," Blair spoke skeptically, pulling out of Serena's embrace, "I don't recommend you holding your breath."

The blonde smiled encouragingly, "It'll be easier than you think, B."

"I'm glad you're so certain."

It was a terrifying idea, yet Serena made it sound so simple.

Just tell him.

Just like that.

Serena stood and pulled Blair to her feet, "You can get through to him… You've always been able to." Then she grinned widely, "Now, go get your man!"

Really, how cheerful was one person allowed to be? "My own personal cheerleader how quaint," Blair replied.

At her friend's firm expression, she gave in. "Okay, I'm going."

Taking it each step at a time, willing her frozen limbs to move, Blair made it across the room and out Serena's door, pulling it shut behind her.

She didn't need Serena following to shout 'go Blair, go' through Chuck's door.

If he even let her in.

Oh, shit.

Raising her arm slowly, she knocked three times and wished for the ground to swallow her whole.

A/N: Well, I hope this makes sense -slash- isn't redundant of me. Please me know what you think! Future possible companion pieces depend on you!