The elevator doors parted silently and Blair stepped out into the penthouse, alone...without Nate. She tossed her mask aside carelessly, Blair felt so deflated, tonight was supposed to be perfect, to be the night they were finally together. She had planned it out so that it would be so special for them. But Nate didn't care, he made no effort whatsoever. She stared around the deserted apartment, Eleanor was in Paris yet again and Blair had given Eleanor the night off so that they could have the place completely to themselves. The entire room was filled with tall church candles, scattered rose petals and expensive champagne on ice. Blair knew these were all the clichés that guys used to get girls into bed but she didn't care. She had spent years imagining what her first time with Nate would be like and she wanted to make sure it was everything she had ever dreamed of. Of course it would have been more special had it both their first times, but Serena had ruined that last summer.

Blair felt furious with both of them about it still, as much as she pretended she had moved on, when she closed her eyes she pictured the two of them together. It made her sick to her stomach every time. It was the main reason she had kept herself so busy, with the annual sleepover and the masked ball. Blair needed things to distract her, because every time she paused she felt that ache in her heart. The same pain which had gripped her tonight, the longer she waited for Nate she greater the pain became. He didn't come for her, he didn't even try. God knows what he spent the evening doing, probably getting high with Chuck outside.

Blair opened one of the bottles of champagne and poured herself a glass. Her pursed vibrated along the table, she hurriedly opened it hoping it would be Nate but was disappointed by the name which flashed up.

"Oh it's you." She said sipping her drink and walking to the couch. "What do you want Bass?"

"Hello to you too Waldorf, nice to see you're as cheerful as ever." Came Chuck's drawl on the other end.

"Look I'm not in the mood for you're so called humour." Blair snapped. "I've had perhaps the worst night on my life."

"Oh aren't we the little drama queen?" Chuck teased. "Well why don't you come over to the Palace and cheer yourself up? A drink...or twelve could be just what you need."

Blair sighed, "Well as tempting as the offer is Bass I'm afraid..."

But Chuck cut her off, "Come on Waldorf you owe me."

"And how exactly do you figure that one Bass?" Blair asked incredulously.

"Well I was planning on having a good night of male bonding and drinking with my dear Nathaniel but he split after the ball, you seemed to crushed his spirit tonight." Chuck replied.

"I do have a knack for it." Blair said aimlessly. "Well I sincerely apologise for ruining for planned re-enactment of Brokeback Mountain tonight but I really don't want to go out...I don't want to do anything."

Chuck could sense the sadness in her voice not that he would mention it, "You're such a let down Waldorf."

Blair shrugged to herself, Chuck did have a point she could do with a few drinks to take her mind off the whole Nate situation and staying at home drinking alone was edging toward the bitter spinster line.

"Tell you what Bass, if you're not too inebriated yet you could always stop buy here..." she said.

"Really?" Chuck asked, his voice suddenly got higher, Blair thought she detect a level of excitement.

"Why not, being the Waldorf household we probably have more booze than the Palace bar anyways." She said eyeing the numerous bottles of champagne and the very well stocked drinks cabinet. "Besides I have the whole place to myself..."

"I do have to admit you make an intriguing offer Waldorf..." Chuck said slowly. "But you know I do have a busy schedule myself."

Blair huffed, "What? You called me wanting me to come over Bass..." she took a deep breath.

There was a silent pause.

"How bad do you want me to come over?" Chuck asked naughtily.

Blair rolled her eyes, she was used to the Chuck Bass persona by now. "Look the offers there Bass, take it or leave it."

Another silence followed. Blair wasn't sure if he was still even there. Chuck got bored easily and moved on quickly.

"Chuck? Hello?" she asked.

"Be there in ten minutes." He replied and hung up.

Bang on the dot ten minutes later the elevator doors opened up once again. Chuck Bass stepped out and swaggered in his usual cocky manner, clutching a bottle in one hand. He was still wearing the suit he had somehow conjured earlier that evening after being tricked into stripping by little Jenny Humphrey's. It didn't quite fit him as well as his own tailored one he had on at the start of the night but with his arrogant manner he carried it just as well. He surveyed the room and smirked.

"Wow Waldorf you really didn't have to go to all this trouble for me." He teased, although he knew perfectly well who it had been intended for.

"Very funny Bass." Blair said standing up. "What's that?" she asked gesturing to the bottle.

"A little something to numb the pain..." Chuck said lifting the bottle, which Blair noticed was his favourite scotch. "...whatever the pain may be."

Blair nodded, "How thoughtful." Blair said walking to him and taking the bottle.

She turned without another word and walked to the bar, in the wait for Chuck's arrival she had already gotten through one bottle of champagne and moved onto the other. She opened the scotch and poured Chuck a glass.

"Not joining me?" He asked taking it from her.

Blair wrinkled her nose in disgust, "No thank you, scotch is a man's drink." She said wandering back to her seat.

"And you're too much of a lady of course." He joked following her.

"Of course." She said laying back into the cushions of the couch. She was getting uncomfortable in her ball gown but she didn't have the energy to change.

"So Waldorf, what is the drama now?" Chuck perched himself next to her, surveying her up and down as he did so. "Come on tell your Uncle Chuck."

Blair said nothing, she simply sipped her drink.

"Is it Nate?" Chuck asked. "Who has he slept with now?"

"Shut up Bass!" Blair yelled. "No one...he's slept with absolutely no one."

Chuck understood, "Ahh and that's the problem then. And after all the trouble you went to..." he said pointing around him. "...Nathaniel couldn't even make the effort."

Blair glared at Chuck, he always knew how to rub in it.

"Don't worry Waldorf, I'm sure you will have your dream de-flowering soon enough..." Chuck said. "Once Nate's done pining after Serena."

"God Bass!" Blair snapped.

"Come on you can't tell me you don't see it. He's like a love sick puppy." Chuck sniggered. "It's quite entertaining for an observer like myself, I see you desperately trying to keep hold of Nate whilst he's pining after Serena who for some reason has fallen into puppy love with the Brooklyn kid...its all very...amusing or pathetic."

"And who do you pine for then Bass?" Blair snapped.

Chuck stared at her for a moment and smirked, "Now that would be telling wouldn't it."

"You're the pathetic one Bass." Blair said sitting up straight. "At least we have relationships, people who care about us. It might not be perfect but at least its something. When was the last time you had a real girlfriend?"

"Never." He admitted. "By choice."

"Really? Or is it that no one can put up with your games and selfish nastiness?" Blair spat. "Or when was the last time you saw your dad? Leave a nice start of school message on your voicemail did he?"

Chuck scowled at Blair, "You're hardly from the model family Blair. Where is dear Eleanor?"

"Working."

"And daddy dearest? On some sort of gay cruise I assume." Chuck said snidely.

Blair scoffed at him, no one else would dare make a joke about Blair's father. Harold's coming out had been the biggest scandal of last year, Blair had crushed everyone who had commented on it. But Chuck didn't care if it hurt her, he actually enjoyed it. There was an intense loathing brewing between them, but Blair didn't quite want to commit herself to a battle of words with Chuck right now, she wasn't in the mood.

"Whatever." She said draining her glass. "I thought you were coming here to cheer me up."

Chuck smirked, "Well I do provide a wide range of services. Refill?" he said taking her glass.

Blair watched him walk to the drinks, "Is waiter one of your so called services?"

Chuck laughed, "Maybe." He brought the drinks back and sat down, but this time much closer to Blair. "I can do whatever you want me to..." he said softly.

Blair became transfixed by Chuck's eyes, he was staring straight at her almost as if he was staring her down. She felt uncomfortable and exposed. Blair suddenly became very aware of Chuck's body, the position he was sitting in and his lips. She couldn't help but stared at his lips, the looked so delicious the way he was smiling at her slightly. Blair could feel his hand moving up her thigh against the material of her dress, but she was still glued to Chuck's lips. As if against herself she moved her head lower and closer to his, Chuck's hand had moved from her thigh up her back and into her hair. He guided her lips to his, to where they were meant to be. Blair felt her lips brush against Chuck's softly only for a moment before he pulled back slightly. Blair only had a few seconds to breathe before Chuck's lips crashed down upon hers again, only this time with more force. It wasn't a hard kiss though, it was still tender and soft but just filled with greater intensity. Blair moaned as Chuck deepened the kiss, she was so caught up in what was happening that she didn't even hear the sound of their glasses smash against the floor.

Chuck used his newly available hand to rub hard against Blair's back as he lowered her back down into the couch, not breaking their embrace as he did so. Blair had suddenly realised her hands were also free and thrust them into Chuck's hair, toying with it between her fingers. Chuck moved his right hand up Blair's leg, sneaking it under the material of her dress. He traced his fingers up her inner thigh towards her panties. He could feel how wet she was already. He grinned to himself and moved his kisses down to Blair's neck, sucking at her hot skin causing Blair to moan deeply in his ear. Her hands raked down his back clutching at his body tightly, forcing him down closer to her.

"God Blair..." he murmured against her neck.

The sound of Chuck saying his first name seemed to shake Blair from what was happening. She opened her eyes and pushed Chuck away from her.

"No...Bass...Chuck stop!" she yelled struggling to her feet.

Chuck stared up at her confused and heavily out of breath. "What the hell Waldorf?" he reverted to their last name basis.

"This...us..." Blair panted. "...it can't happen. It's not going to happen."

Chuck sat up and stroked back his hair. "Why not?"

Blair stared at him in disbelief, "Because its not for you."

Chuck laughed, "Why don't you step out of your little fantasy and join us in the real world Waldorf and stop holding onto your virginity like it's the holy grail! It's just sex!"

"I wouldn't expect you to understand, I'm sure your first time with the maid was so very special, but sex is actually a big deal for some people." She yelled.

Chuck stood up and reached out to Blair, "Whatever, you can't pretend you didn't want it..."

Blair wriggled free, "Have you thought about what this would do to Nate? His best friend and his girlfriend, he'd be devastated..."

Chuck scoffed, "You really think Nate would care? Where is he now?"

Blair said nothing in reply.

"Look around you Waldorf, the candles the flowers...it really doesn't take this much effort to get a guy to give it up you know." Chuck said maliciously. "If Nate wanted to be here he would, if he wanted you he would have had you already. It didn't take Serena all this effort to get him did it..."

Blair opened her mouth to respond, but still nothing came out. But she could feel a lump growing in her throat.

Chuck continued his rant, "When are you going to get it into your silly little head...he doesn't care about you."

Blair laughed doing her best to hold back the tears, "What and you do?"

This time Chuck was the one who was silent.

"Get out Bass." Blair said making her way to the staircase.

"That's it?" he asked still standing where he was.

Blair stopped at the bottom of the stairs, with her back to Chuck, "There's nothing else to say. After tonight we will never mention it again."

"You wanted it too Blair, I felt it..." Chuck said. He couldn't believe the words coming out of his mouth. He didn't get rejected very often and when he did he never acted like this. He was almost begging. But he could leave now, he needed to finish what he'd started...he needed her.

Blair stepped up onto the first step and turned back to Chuck "I was drunk and upset and stupid..." she said sighing. "It was a horrible, horrible mistake Bass let's just leave it at that."

Chuck was filled with a mixture of rage, frustration and another emotion he hadn't felt before, a sort of emptiness.

"Just go Chuck...please..." Blair pleaded. "You have to go."

Chuck looked at her, what he saw in her eyes was not sadness or regret but fear. Fear of herself, of what had just happened between them and of what could happen if he stayed. She wasn't begging him to leave cause she didn't want him she needed him to go to stop herself. Chuck walked to the stairs, his eyes still locked with her tear filled eyes. Slowly he stepped up so they were level, his snaked his arm around her waist closing the space between them.

"Chuck..." she barely whispered.

But Chuck said nothing, he placed his fingers under her chin tilting his head and pressed his lips against hers once again. Blair let out a whimper as he consumed her entirely in his kiss, Blair had never felt such sensations simply from just a kiss before. Chuck led her backwards until Blair felt her bare skin smack against the cold wall. Chuck's hands wandered downwards to her waist, grabbing her hips roughly and rubbing them against his own. His fingers pressing bluntly, pressing her back roughly to the wall, almost as if he was trying to push her through it.

Blair couldn't have stopped if she had wanted to, he had complete control over her, with a salacious groan she thrust her tongue to meet his. Her fingers quickly returned to his hair, tugging at his hard. Suddenly Chuck had entwined his hands with Blair's and was pulling them upwards until he had pinned them too against the wall above their heads. Chuck pulled his head away and broke the kiss, Bair bit on his bottom lip as he pulled back. He couldn't help but grin as Blair stared at him full of want and desire. It drove him wild to see how much she wanted him. Slowly he moved one hand downwards, rubbing down her entire body whilst keeping Blair's hands pinned above them. Blair unable to move any other part of her body found her hips thrusting forward, grinding roughly against Chuck. Chuck moaned deeply and claimed her lips again; Blair could feel his hardness growing in the tension between them. Chuck's free hand had moved around to the back of her dress and was tugging at the zip, not caring if he ripped it.

Blair pulled her hands free and tugged her dress down quickly, tossing it at the bottom of the stairs. Chuck stared at her exposed body, covered only by the tiniest strapless bra and lace thong. He dropped to his knees before her beauty, his arms reached up to her waist, cupping her ass as he slowly placed kisses all along her soft stomach, his tongue torturing her. Blair tossed her head back and groaned, whispering his name. Her fingers clenching the hair on the top of his head as his kisses moved lower.

"Chuck..." she choked through ragged breath.

Chuck looked up into her wild eyes, god don't tell me to stop now, he thought. There's not going back now.

Blair swallowed hard, "Take me upstairs." She whispered.

With a wicked grin of satisfaction Chuck rose to his feet. Placing one arm around Blair's back he scooped her up and carried her up the stairs, kissing her the entire way. Blair had no idea how they made it to the top, Chuck couldn't see where he was going with Blair's hair flopping against his face. Once they made it through Blair's bedroom door the quickly dispensed with the rest of their clothes. Blair was taken aback by the size of him, she'd heard all the rumours but even they didn't do him justice. Blair sat on the edge of the bed, suddenly very aware of herself, Chuck had been with so many girls, he was so experienced and she had so little. She pulled her arms in front of her in some attempt to cover herself, but Chuck moved forward and cupped his face in her hands pulling it upwards to look at his.

"You are so beautiful." He said with so much intensity and conviction, Blair felt a single tear fall from her cheek.

He lowered his face and kissed her, leaning her back onto the bed. Blair wrapped herself tightly against him, sucking at his lower lip and drawing it deep into her mouth. Chuck moved his hot lightning kisses all over her neck, shoulders and collarbone, whilst his hands cupped her breasts, squeezing and stroking at the nipples. His mouth travelled lower, sucking on the nipple of her free breast while he continued to massage the other. Soon he reversed the roles, Blair thought she would go mad if this continued any longer. Chuck wriggled himself lower positioning himself above her, Blair struggled up onto her elbows confused and annoyed as to why he had stopped. He stared at Blair with a fervent gaze and parted her legs slowly, he lowered his head and brushed kisses against her hips, his fingers tracing against her thighs. Blair was anxious, Nate had never been there before, they had always been more restrained.

Breathing heavily she lay back down as Chuck's lips began to move further down from her hips to her thighs, drawing closer to her centre. She could feel his breath against her skin, her body writhed up as she finally felt his tongue on her. She had never felt like this before, she groaned louder her breath becoming more and more frenzied as he licked and sucked at her. She threw her hands above her head, grasping at the sheets harshly.

"Oh...god..." she stammered as Chuck thrust his tongue in deeper.

His hands dug tightly into her waist as Blair widened her legs drawing her as close as possible to him. Her whole body bucked against him as Chuck devoured her with just his tongue. Chuck knew she would come any second, so quickly withdrew his mouth and thrust his fingers into her wanting core before drawing himself back up so that he hovered over her. He smashed her lips with his, staring into her eyes;

"Are you sure?" he panted. He had no idea why he was asking, it wasn't like he could stop. But he needed her to be certain.

Blair met his lips hungrily, Chuck tilted his head to deepen the kiss. He settled himself above her and drove forward slowly. He eagerly searched her eyes for sign of pain or regret but all he saw was in Blair's eyes was passion and awe. Steadily he began to move within in, building up a more heated rhythm with each thrust. He kept trying to remind himself, this was her first time, he needed to go carefully but he couldn't help himself. Blair kept her eyes locked with his as she raised her hips in the movement, telling him all he needed. She didn't want gentle or careful. She wrapped her legs around him, pulling him closer into her, he increased the pace against her hurried movements, driving harder and harder into her. Blair arched her bed and cried out his name, like a hundred girls before her had but it was the most wonderful sound had ever heard. He could feel her growing tight around him, he continued to pump as hard and fast as he could.

"Chuck!" she screamed, writhing and arching her back above him, swinging one leg around his shoulder as if trying to force him in deeper as she let out her final cry. Blair dug her nails into his shoulders as his final thrust entered her and pushed her over the brink. Finally Chuck plunged in one last time, his own release following hers. Chuck collapsed, spent on top of her and did his best to catch his breath, slowly and begrudgingly he removed himself from her. Blair fell back, panting frantically her hands on her face. Chuck turned to her and pushed her hands away, she stared up at him, half scared half in wonderment. He brushed the messy strands of hair from her hot red forehead and placed a single kiss down upon it before drawing her close so as to rest her head on his heaving chest, fingering her auburn curls as she slowly drifted off into sleep.