Note: Set right after 2.21. So everything in the episode happened. But also, Nate told Blair about the talk he had with Chuck. Probably kind of gloating (the whole 'she could have had me, she chose you' thing) but mostly innocently. And Blair goes to talk to Chuck about it. I loved what Chuck told Nate, because it made it so very obvious how much he is meant for her. However, I think Blair would have had a different reaction, hearing his little spiel. So I wanted to give Blair a chance to respond, as well as say some things that clearly need to be said. So, hope you enjoy...? Probably a one-shot unless I get inspired :) Read&Review.

"You're changing too, you know," She said casually, leaning against the doorframe, looking around his room with slight amusement.

He looked up, startled. He hadn't heard her come in. And normally, he could sense her presence, because somehow his heart would start beating faster before he fully realized she was in the vicinity. But somehow, she had entered without him realizing, and that thought unnerved him slightly.

He smirked up at her from his desk, raising his eyebrows. "And how's that?"

Blair met his smirk with one of her own. "Well, for starters, you're reading."

She nearly laughed at how quickly he threw the book aside, frowning. "I was bored."

"You were enjoying yourself. I've been here for over five minutes," she teased, glancing at her watch to confirm her guess.

Chuck glared at her, but his features slowly lit up. "So you were just standing there, watching me?" Blair's eyes widened. "Stalk me much, Waldorf?"

She blushed. "As if, Bass," She countered with an eye roll.

Chuck eyed her for a moment, allowing himself to briefly appraise her (still the most beautiful woman he'd ever seen) before averting his gaze, realizing how dangerous this could be.

"So is there a reason you're here, or did you just miss me?"

Blair snorted, which was rather unlady-like, in Chuck's opinion, but he couldn't help but find it a little cute. "I have a reason."

"Feel like sharing with the rest of the class?" He questioned, motioning around him with a broad grin as he finally found the courage to meet her eyes.

The smile gracing her lips began to fall as she realized what she was about to say to him. "You told Nate I was changing."

Chuck furrowed his eyebrows, startled. "So Nathaniel enlightened you to the subject of our little chat?"

Blair sighed, finally fully entering the bedroom and cross to sit on the bed. "He may have mentioned it, yes."

Chuck swiveled his chair a little, so he could face her more fully, and instantly regretted the decision. He could already feel his insides turning to mush due to her proximity.

He took a deep breath. "And that brings you here, because…"

"He said that, you said…" Blair trailed off, not really knowing where to begin. She decided to just go out and say it. "You said that I could have had you, but I chose him. And I was just…curious," Blair closed her eyes, steadying herself, before she continued, "At what point could I have 'had you'?"

Her eyes flicked to his, and he immediately looked down. He couldn't believe she was actually asking this question. She always had him. Maybe she didn't exactly realize it…maybe he hadn't made it particularly clear…but he was always hers. He hated to admit it even to himself. But he knew it was true, from the way she held him after his father's funeral, from the way she saved him and fought for him, from the way he felt when he watched those flowers fall beside him…from the way he'd been ripping himself apart ever since he let stupid Nathaniel win yet again, all because he was too selfish to tell her what he already knew was true. What she should have already known.

He had been silent for far too long, and Blair was starting to fidget.

Finally, she sighed, this time exasperated, and opened her mouth to speak again, but then Chuck spoke.

"You've always had me," he muttered, sounding a combination of embarrassed and desperate.

Blair scoffed. Chuck's eyes shot to meet hers, questioningly. He admits something like that, and she scoffs at him?!

Blair rolled her eyes, recognizing his expression. "I'm sorry Chuck, did I have you on that trip to Tuscany? Uh, no, you didn't show up. How about when I came back? Nope, couldn't choke out a few simple words. How about when we finally both acknowledged how we actually felt…even if we didn't actually say it? No! Still couldn't have you, because we had to wait for the damn future, right Chuck? How romantic, right? How mature?"

Blair rose from the bed, wringing her hands as color continued to rise to her cheeks. She kept speaking, with increasing speed and pitch. "What about when I said I love you? No, you run off and leave me with a note. A note, Chuck! A three-line note. After I fight for you, after I put myself on the line, after I put aside everything else I care about just to be there for you? No no, still cannot have you, because you're off fucking hookers and using and embarrassing yourself, and me, and everyone. And then I tell you I'm done, right? You remember that, right? And what do you do? Nothing. You do absolutely nothing. You don't come after me. You don't try again. You chase after some pathetic whore, who was using you. So at no point in there, did I come even close to having you."

She was fuming, and all he could do was stare in wide-eyed wonder. "Oh, oh I know, this is a nice one. Where the hell were you when my entire world, all of my dreams, everything I've worked for came crashing down?! No where. You chased me for one night, Chuck. I chased you for a month. More than a month. I took care of you when you shoved me away. Then, when it was my turn to fall apart, I protest the tiniest bit, and you completely give up. You practically throw me back to Nate!"

Chuck began to argue, but she cut him off with a glare. She lowered her voice as she continued, almost solemnly, with just as much passion.

"Do not pretend like I just 'could have had you'. You wouldn't let me. What did you expect to happen?"

Chuck gulped. At some point during Blair's rant, Chuck had risen to his feet in protest, only to realize she was exactly right in everything she said. He handled everything completely wrong, and he didn't even know where to begin.

"I don't know," Chuck stammered, looking genuinely terrified. "I don't know what I expected. Not this." He motioned around his room, to Blair.

"Well, I think you should figure out what you want," Blair stated calmly, gaining control over her rising emotions. There was the closure she needed. She had said her piece. She had never really done that before. It felt good.

Chuck saw the relief, and sort of pride, in her eyes, and he realized how long she had waited to say those things to him. Things he barely wanted to recognize himself, but things he needed to confront. Things he needed to amend for.

"I'm sorry," He whispered genuinely, ignoring her last statement. He knew damn well what he wanted, he wanted Blair Waldorf. He wanted her to forgive him. To have him. To love him.

Blair smiled sadly as she looked at the boy facing her with calm and deliberate, if somewhat misty, eyes. "Look, I just wanted to set the record straight." Chuck's eyes widened, realizing what Blair had just said, but she was already halfway out the door before he could fully act on it.

"So you're not choosing Nate over me?" He questioned, following her out of his room.

"There's no you in this equation," Blair replied evenly, not turning around.

"But if I was in it," he asked more forcefully, grabbing her elbow and turning her so she faced him. "Then what?"

Her eyes were wet, but a faint smirk played on her lips. "Then I guess I would need to reevaluate the situation."

"Meaning?"

"Meaning," Blair said as she yanked her elbow from Chuck's grasp and continued toward the elevator. She continued speaking, knowing he would follow (which he of course did, desperately). "Meaning…do you even want to be in the equation?" She pressed the down the button to the elevator.

"Yes," Chuck breathed as he stood behind her, not touching, but close enough to inhale the scent of her hair.

As the doors 'ding'ed open, Blair turned around again and Chuck's heart literally stopped. "Prove it."

With that, she stepping into the elevator and hit the door close button before Chuck could even think about hopping in next to her.

Prove it. He was going to prove it.