A/N: PLEASE READ THIS!

Ok, this story is based on season 1 the episode after Georgina has left thanks to Blair. This fanfic was inspired by the line in gossip girl: "With friends like these who needs an army." As this is the case it will be focused primarily on Chuck and Blair! But I have a storyline for Serena too.

I do not know if Serena will end up with Nate or Dan yet, you will just have to read to find that out. I honestly do not know who Serena will end up with in the end. :)

Also if any of you check out my Veronica Mars fic you will notice that my chapters become longer. This makes updating slower as it's more work. So with this fic I can do shorter chapters and more frequent updates? Or longer chapters but longer waits for updates? Also I am almost finished my Veronica mars fic once that is done, I will be concentrating on this one alot more.

Reviews are greatly appreciated!!!!!!!!

I hope you enjoy this.

Disclaimer: I do not own gossip girl or the characters in this story.

Gossip girl here, the Upper East Side has been a bit too quiet these days. I hear that that's all about to change though; a little birdie has informed me that tonight the resident bad boy Chuck Bass will be throwing an underground party. That's sure to end the silence. Remember Upper East Side even if you're down under, your scandals, lies and over all betrayal won't stay down. No, they'll surface and I'll be here waiting for them. Have fun tonight.

You know you love me.

XOXO

Gossip Girl

'Why would anyone want to go to an underground party?' Blair turned to Serena. They both shut their phones. Serena smiled at Blair.

'Because it's something new to do. Come on Blair, you know if anyone else but Chuck was throwing this party you'd be-'

'I wouldn't finish that sentence, S.' Serena turned and faced Blair. She put a hand over her mouth and lowered her voice.

'B, are you afraid someone might find out you and Chuck are having a thing?'

'Don't be ridiculous. The only thing I'm having with Chuck- is the undeniable urge to hurt him when his around me.'

'Even pain can be a good thing sometimes.' Serena and Blair both turned to face the person who uttered that comment.

'Of course it'd be you.' Blair mumbled. Chuck smirked at her.

'I have something for you two.'

'What a std?' Serena laughed at Blair's comment.

'B, be nice.' Blair raised her eyebrows.

'Some things are impossible for Blair, Serena.' Chuck handed over an envelope to each of them.

'What are these?' Blair asked.

'Those are invitations to my party. All you need to know is in there.'

'No thanks.' Blair said and held out her envelope for Chuck to take back, he instead grabbed her wrist and leaned forward-whispering into her ear.

'A party isn't a party without you.' Chuck let go of her wrist and turned to walk away.

'Hey Chuck!' Serena yelled after him. He turned back. 'Can I bring, Dan?'

'If you must.' Chuck smirked and walked away. Serena turned to Blair.

'Are you sure you two don't have a thing?'

'S, I can not believe you are going to that party.'

'B, you're coming with me.'

'Now you're just delusional.' Serena sighed. She stared at her friend.

'If you don't go, your letting Chuck win, showing him he has the power.' Blair smirked; she turned over her envelope and started opening it.

'I don't like to lose.' Serena smiled and gave a small chuckle. They started to walk to their next class. Neither said anything more they both just studied their invitations to Chuck's party. Blair sighed. Chuck made her feel, well like herself but he knew how to push her. To her it seemed that everything to Chuck was a game. Including her. And the one thing Blair did not like, was to be played. Ok, so they had come together to help out Serena with Georgina and yes Chuck showed a decent side with Serena and helping her but that was it. Blair sighed and shook away her thoughts. This was not the time. She glanced over at Serena.

'What is going on with you and Dan?' She asked startling Serena.

'What do you mean?'

'Are you two Ok?'

'Why wouldn't we be?' Blair laughed.

'Well because of what happened with Georgina, and not to mention the true Serena van der Woodsen tradition where a relationship with you is not normal unless there is something dark hanging over it.' Serena stopped walking causing Blair to stop as well.

'B, how is it possible that you have become even more cynical? What happened to you? You used to be all about true love, happy relationships etc.'

'The first thing that happened to me is walking our way and the second thing that happened to me,' she held up Chuck's invitation, 'handed me this invitation.' Serena looked over to where Blair had motioned. A pinch of guilt entered her. She looked back at Blair.

'So are you exiting or staying?' If there was one other person Blair did not like these days it was Nathan. Her ex. Her supposed true love and all that goes with it. Blair sighed.

'Exiting. I prefer talking to only one ass per day. And Chuck was today's one.' Blair flicked her hair, smiled at Serena and began walking away she walked straight past Nathan without even glancing at him.

'I see she is still avoiding me.' Nathan said to Serena once he had reached her.

'Well, what do you expect? You broke her, then Chuck broke her, then you broke her again. Now you have a girl. Now Chuck has his girls. And Blair only has me.'

'Hey, she broke us too-'Nathan stopped himself when he noticed the unimpressed look on Serena's face. 'So how have you been, Serena? Any more enemies come to visit?'

'Alls well. How have you been? Keeping up with being unhappy?' Nate laughed.

'How I miss this.' Serena smiled. She and Nate were friends in an odd way. There when they really needed to be there, otherwise they didn't really feature in each others lives anymore.

'So, Nate what brings you over?'

'Chuck's party- you're going to be their right?'

'Yeah. Why?'

'Well, I'm taking Vanessa and I just want to make sure there will be a familiar face there. Just incase.'

'Well, Dan and I will both be there, so if she needs to escape you,' Serena scrunched her nose and smiled, 'she can come and find us.' Nate laughed. They began walking to their respective classes.

Blair walked into class and took her seat. The lesson was about to begin. She was unaware of the people around her. She was in her own bubble and wanted to stay there for as long as possible. It was only when someone tapped her that she came back to reality. Blair looked up at the source of the tapping. It was a girl she hardly ever spoke too.

'Hi.' Said the girl.

'Uh, Hi.' Blair replied back. 'Can I help you with something?' The girls face seemed to light up at that. She pulled over a chair and sat down in front of Blair.

'Actually you can.' The girl seemed to be waiting for Blair to say something but no reply came, so she continued. 'I want to go to Chuck's party tonight. But I don't have an invitation.' The girl looked down when she said this.

'I'm failing to see what this has to do with me? Or why I should care?' The girl looked up at Blair and began to fiddle with her hair.

'I was hoping you could get an invitation for me? I mean you are close with Chuck, if you asked him he'd probably say yes.'

'I'm not close with Chuck and even if I was, I don't just go around helping people.' She looked away from the girl. This was her way of informing her that the conversation was over. However the other girl didn't realize this and kept on nagging Blair.

'Look, I know you don't know me. But I really want to go to this party. I need to and I mean everyone knows about you and Chuck and you'd be able to help me. So if you could just use your relationship with him-'

'Listen. To. Me. Carefully. Now. I do not have anything going on with Chuck. I can not help you with getting an invitation, nor do I actually want too. I suggest you go ask Chuck for one. If need be sleep with him, he'll give you as many as you want then.' The girl's mouth was wide open. Blair features were hard. The girl got up and left Blair alone- just in time as well, as their lesson was starting.

Later that day Blair was getting ready for the party when Serena walked into her room. She was carrying her outfit for the party. Blair glanced up at her and stopped applying her make up.

'S, what's wrong?' She walked closer to Serena.

'Dan and I had another fight.' She fell onto Blair's bed. Blair sat next to her. 'That's all we seem to do lately.' Serena looked over at Blair.

'What was it about?'

'The usual- my past. Dan seems to think that by going to this party I'll somehow be regressing into my "old ways".' Blair sighed she was finding Dan more annoying than usual.

'Is he still going?' Serena got up and began to pace.

'He is, but as my bodyguard not my boyfriend.' She began to pace more ferociously.

'Serena,' Blair stood up and grabbed her arm stopping her from pacing, "forget the fight and go have fun tonight with Dan, remind him why he loves you so much.' She paused and looked at Blair, who noticed that Serena's expression was dead serious.

'What if I forget, why I love him?'

'S, you won't. And if you do then you will deal with it but there is no point on dwelling on that now.'

'You're right, B.'

'I generally always am.' Blair let go of Serena and began applying her make up again.

'So now that we have analyzed my love life, I think it is only fair that we examine your love life.' Serena said while walking over to Blair and leaning against her dressing table.

'How? I don't have one.'

'But you could, B.'

'Ha. With Chuck? That is unlikely!' Serena gave a soft chuckle.

'No, I didn't mention Chuck, I just mean you could have any guy you wanted but it seems to me that who you want is Chuck.' Blair stopped applying her eyeliner.

'I do not.'

'Then why did you automatically assume I meant him?'

'Because that's who everyone keeps mentioning these days,' Blair said exasperatedly, 'and I wish they would stop doing that!'

'Blair, if you just accepted that you and him have a thing then these game you two play would stop and who knows what could happen then.'

'Those "games" you say we play are actually just us showing our general dislike for each other.'

'Ok, B.' Serena didn't push the subject anymore she began to follow Blair's lead and started to get ready for the party.

Two ours later they were ready and with their invitations in hand they were making their way over to the party. Blair was wearing a short black skirt that had a white line running across the waist and down the side. A white top and over the top she was wearing a red waistcoat and black heels. Her hair was softly curled. Serena was wearing a short black strapless dress that had sliver beads creating a pattern from the front side of her dress to the back and pointy black heels. Her hair was also curled.

They made their way to the place the invitation instructed them too. On the invitation it said that from there they would be taken to the secret location of the underground party. They arrived at a parking lot. Serena called Dan and told her where they were. Ten minutes later he was there. He made his way over to them and kissed Serena on the cheek.

'You look amazing.' He told her.

'Can we please get going now?' Blair asked them annoyed. They nodded and they made their way over to a man in a green hat- the invitation said to find such a man- and gave them their names. He checked a list nodded and lead them over to a car.

'Mr. Bass assigned this car for you.' It was a limo. The only limo in the parking lot. They got in and the car started. Ten minutes later they were at their destination. The driver informed them that he would be taking them home that evening and thus he would be waiting for them. They exited the car. Dan and Serena hand in hand. Blair emerged from the car and found Chuck leaning against a wall. He walked over to them.

'Why the limo, Chuck?' Serena asked.

'It's so I would know when you were here.' He smiled and added. 'Ladies, you look beautiful. Why don't we head inside?' They nodded. Dan and Serena began to walk towards two huge doors. Blair began to walk as well but Chuck stepped in front of her.

'Not so fast.'

'What do you want?'

'I thought that was fairly obvious, Blair?'

'The only obvious thing to me is that you seem to be unable to take hints. Leave me alone.'

'I'm afraid I just can't do that.'

'Bite me, Chuck.' Blair side stepped Chuck and began walking to the entrance. Chuck followed her.

'In that outfit, Blair I'm sure many guys would be happy to bite you. Especially me.' Blair hit Chuck on the shoulder- she then turned to face him.

'I think I'll go find one of those other guys now. Excuse me.' She walked away again this time faster and this time Chuck didn't follow her. She walked into what from the outside looked like a big garage. They definitely were somewhere they had never been before and under some bridge. She walked in and was surprised to see how extravagantly the place was decorated. There were some very expensive looking chairs and tables around the place. A few bars. A huge dance floor. A dj's table. Low hanging lights. The place looked incredible. She located Serena and Dan.

'What happened to you?' Serena asked when Blair was with them.

'Chuck.' She replied.

'Anyone want a drink?' Dan asked.

'No thanks.' Serena said. Blair shook her head. Dan left and told them he would be back soon.

'How's it going with lover boy?' Blair asked Serena.

'You know so far so good.' Blair then told Serena of the exchange that had happened outside with Chuck. She had just finished telling her the story when Dan returned with more than a drink. Vanessa and Nate were with him.

'Hey.' Vanessa and Nate said simultaneously.

'We should have gotten drinks.' Blair mumbled so only Serena could hear her. Serena smiled and then sweetly greeted them. Blair said a casual hi and then started to scan the room. The party was filling up quickly. She was only vaguely aware that Dan and Vanessa were laughing at something that Nate and Serena weren't. She paid attention to them again. Nate had his hand wrapped around Vanessa's waist, who was holding Dan's wrist telling him something. Serena looked annoyed. Blair was annoyed she didn't want to be around Nate and Vanessa. She gazed around the room again looking for someone else she possibly knew and could escape to.

However what she spotted seemed to annoy her more than seeing Vanessa and Nate. The girl from the class today who asked Blair to get her an invitation to this party, was hanging on the one side of Chuck and another girl was hanging on the other side of him. She moved her gaze away from this scene that seemed to anger her and paid attention to the current conversation. It was couples talk. She sighed. Inwardly noting that she needed to get a drink and find someone else to talk too.

'Excuse me.' She said. Serena gave her a look that said, "Please don't leave me." Blair mouthed that she would be back and began to walk to one of the bars. Out of the corner of her eye she saw Chuck at a table with those two girls. She was finding it hard to navigate through the crowd. Finally she reached a bar and cleared her head of any thoughts of Chuck. She ordered a few shots. Paid for them. And then drank them. She then decided to go dance.

On the dance floor Blair made a few guy friends and after a few songs those friends of hers went to buy her some drinks.

'Dan, come dance with me?' Serena asked him tugging at his arm they were now sitting at a table.

'Uh, maybe a bit later I want to talk to Vanessa a bit more we're organizing something for my dad.'

'Can't you guys do that later? It's a party.'

'We'll be done soon.' Serena looked taken aback. She turned to Nate who looked extremely annoyed.

'Dance with me?' Nate looked at her shocked and then nodded.

'Vanessa, do you mind?' Nate asked her.

'No not at all, have fun. I'll come steel you away soon enough.' She smiled and then turned back to Dan placing her hand on his arm once more. Nate got up and held out his hand for Serena. She took it and smiled.

They made their way to the dance floor. And within minutes they were having fun.

'Serena, I meant to tell you earlier you look amazing.'

'Aaaw thanks. If only it was enough to sustain Dan's interest.' Nate spun her around and pulled her closer to him.

'He's an idiot. That dress of yours is certainly maintaining many guys interest.' Serena laughed.

'You sound so sure, maybe it's you they are interested in, Nate?' Nate laughed.

'Let's just agree to have fun tonight, and not care about whose interest we are maintaining?'

'I can do that, Nate. As long as you promise to keep twirling me.' He laughed and spun Serena around.

Blair was dancing once more with this guy who kept trying to kiss her. She finally stopped and made her way to the bar once more. She was waiting for her drink when she felt someone behind her. She spun round. It was Chuck.

'I see you believe in having fun tonight.' He stated. He moved closer and put one of his hands on the bar eliminating any space between him and Blair.

'What are you on about?'

'The drinking and the boys. You aren't holding back tonight. Rarely do I see you having fun, Blair.'

'That's because you are generally there to ruin it for me.' Chuck laughed.

'But seriously Blair, just be careful it's easy to take advantage of an intoxicated girl and many will try on the account that you look exceptionally beautiful tonight.'

'Apparently it's easy for you to take advantages of girls intoxicated or not.' She was very aware of how close Chuck was to her and she was trying to ignore the feeling that came with him being this close to her.

'What are you on about?' He asked cocking his head.

'Tell me Chuck, those girls you were with which one slept with you for their invitations? Or did they both?' Chuck raised his eyebrows. He was about to reply when the bartender addressed Blair informing her that her drink was there.

'Leave.' She said. Chuck for once didn't fight her and just walked away- Blair noticed how he seemed angry. She turned around to take her drink.

'Nate, do you think we should go back to our significant others?'

'No, I think we should have a shot first.'

'I can do that.' They left and made their way over to the bar. They each had a shot- their first for the night- after that they made their way back to their table. They walked over to the table but Dan and Vanessa weren't there. Nate and Serena sat down.

'Where are they?'

'Maybe looking for us?' Nate suggested as he said that he looked out to the dance floor and spotted Vanessa and Dan dancing together and laughing together. He pointed this out to Serena.

'I'm sure they just couldn't find us and decided to just dance for a bit. We can't really be cross at them; I mean we've been dancing together.' Serena replied calmly.

'Yeah Serena, but only because Dan wouldn't dance with you back then and Vanessa wanted me to have fun not to mention she said she would find me.' Serena didn't like what he had just said it made her angry. She took a deep breath.

'Nate, we are breaking our promise to have fun tonight.' She held out her hand for him. 'We are going to dance and not, may I add, by them.' She motioned to Dan and Vanessa.

'Let them find us.' Nate stood up holding Serena's hand. She got up and took a step but Nathan pulled her back towards him and then spun her around.

'Part of my promise was to keep twirling you.' She laughed. And they made their way back to the dance floor.

Blair was now at a table with a bunch of guys and two other girls. She was very tipsy. And they were playing strip poker. From the corner Chuck was watching her. She was laughing and Chuck found it hard to draw his gaze away from her. Something seemed to happen and Chuck noticed how Blair was now removing her waist coast .It was only then that he realized they had playing cards. A few minutes later another girl was removing an item of her clothing. Chuck then realized it was strip poker he suddenly became furious.

He watched as another round went by, he wanted to go drag Blair away but the next two rounds she didn't remove another item of her clothing. It was the third round that made Chuck walk over there. He had been watching, her debating whether to go over there or not, I mean he technically had no claim to Blair but she was playing strip poker. In the middle of this debate another round seemed to be over. He then noticed how Blair was unbuttoning her white top. He walked over there. Sure they were in a more secluded section of the room but this was not Blair and he didn't want them to see her in her bra. He reached the table quickly and grabbed her arm stopping her from unbuttoning another one of her buttons. He looked at her. Her bra was slightly showing. It was white and it was lacey and it angered him more that this was about to become public knowledge.

'Blair, get up.' He said rather harshly.

'Dude, what are you doing?' Another guy said outraged.

'Shut up or you will be thrown out of this party.' Chuck's voice was extremely threatening.

'Chuck, let me go.' He tightened his grip on her.

'Get up.' His voice was deadly. Blair stood up grabbing her waistcoat.

'I'm in the middle of a game.' He dragged her away and into a private room only he seemed to be able to get into. He pulled Blair in it.

'What are you doing?' It was quiet in the room.

'Playing strip poker!' She replied indignantly. 'What does it matter?'

'It matters because you were about to take your clothes off and you're slightly drunk!' Blair began to button up her top and put her waistcoat back on.

'What does that matter to you, Chuck? Can't you go bother someone else? I'm sure those girls would be up for a second round if you offered them something else.' She said rather harshly.

'Blair,' his voice was deadly again, 'I don't want to see you in a situation like that again. I'm taking you home. Let's go.'

'No.' Blair held her ground. Chuck was glaring at her and Blair was glaring right back each determined not to back down.

A/N: Please review. Hope you liked it!