A/N: If you've read my stories before, you know its basically "when in doubt, steal some quotes from Buffy." Sorry if you're tired of that sort of thing, but here it goes again. I couldn't help it. The quote is actually Xander's (surprise, I know) from the first season when he got possessed by that hyena. (For those of you who haven't seen it and have no idea what I'm talking about, I'm not insane, I swear.) Anyway, he came onto Buffy hard and it was just such a Chuck moment I had to use it. I could almost hear him say it. Anyway, I hope this isn't too OOC. I know some people like to believe that pre series Chuck wasn't into Blair like that, but this is sort of a different spin. Anyway, this is pre series at the Shephard Wedding and if its not blatantly obvious when you read it, Chuck is mad drunk, so that's sort of my excuse. Drunk and hot Chuck is awesome.

Summary: I like it when you're scared. The more I scare you, the better you smell.

Disclaimer: Nothing belongs to me. All rights go to Gossip Girl and the quote goes to Buffy. (They should get a medal.)

I like it when you're scared. The more I scare you, the better you smell.

-Xander

--The Pack

"Boo," he breathed in her ear. She froze. She could smell the scotch on his breath already. And she was frightened. She struggled to turn around. His arms clasped strongly on her shoulders pressing her against the wall so she couldn't turn to face him.

She had never realized how strong he was. He wasn't the epitome of althleticism. That was Nate's department and she knew that he as aware of that. And Nate was into the weed persona, but not like Chuck. He didn't get drunk like Chuck, he didn't have that overpowering personality like Chuck. And it scared her.

Blair was never scared of Chuck. She was untouchable. Everyone knew it. She just didn't know what had changed. She didn't know what he was doing to her. She had never felt this before. She wasn't afraid of anyone. She was Blair Waldorf. And he knew that.

Something was different today. Nuptials affected everyone differently. But she didn't think that he would be violent. She had heard rumors of his overactive libido. She had heard his attempts turn rough. But for some reason, she had always trusted him. Maybe that was a bad idea. Maybe she shouldn't trust Chuck Bass. That's what Serena always told her. But she never heeded. She never sought a reason to.

She knew why. There was something she could connect with him. There was a darkness in him that she could relate too. Something in him responded to something in her and she could feel in brewing beneath the surface.

She was scared.

And he knew it.

"You're trembling, princess," he husked. Blair just hoped wildly that no one would come in. The reception in the next room was coming to a close. Anyone could just walk in. And if Nate found out, that would be the end of her. Sure, he had been distant lately, but she would have thought that if he saw his best friend accosting her, it would cause problems. At least... she hoped so.

"Your knight in shining armor isn't coming any time soon," he said as though he could read her thoughts. There wasn't any doubt in her mind that he could.

"Its just you and me."

His hands descended down her waist when she jerked her elbow back and spun in his arms. His face contorted slightly but he kept his stance.

"Are you afraid of me?" he asked softly, as though it didn't make any sense to him.

"There is nothing you can do to frighten me," she said defiantly.

"That's what I love about you, Waldorf," he smirked. He leaned in to whisper in her ear again. "You're just like me."

He pulled away and Blair couldn't think of anything to disagree with.

"Where is he?" she asked.

"He's not coming," was all he answered with.

And she knew it, too. Nate wasn't coming. Nate didn't care about her. In any case, he was entertaining himself with Serena. She told them to sober up, didn't she? And he would always listen to her... wouldn't he?

"I know," she said in defeat.

Chuck took this as an affirmative. He spontaneously leaned in again. She thought he was going to whisper some lewd suggestion in her ear. He surprised her. He couldn't help but surprise her.

He licked an obscene path up her neck towards her ear. And for some reason, she wasn't repulsed. She should be. He was completely loaded and yet... he was right. She was attracted to him. It was disgusting.

She was a lady. She didn't consort in empty rooms in hotels while the Sheppards were celebrating their marriage. And she certainly didn't do it with Chuck Bass.

Instead, she responded to him. And he could feel it.

"What are you doing?" she asked roughly instead. She always had to be in control. The problem was, so did he.

"Kiss me and find out," he slurred masculinely in her ear. She found that her hands had fisted in the front of his shirt, either to pull him closer or push him away, she wasn't sure. She wasn't sure about anything.

There were rules. There were always rules. She was going to marry Nate when she graduated from Yale. Serena would be her maid of honor. No one touched her because they weren't meant to. Chuck Bass wasn't supposed to have a soul and he certainly wasn't supposed to be touching her like she meant something to him. Like he owned her. Because he didn't. No one did. She was untouchable. And he was the best friend. And that just didn't work.

His chest was heaving against hers and she knew that he was too close for comfort. But that was all she could feel. It was like he was comforting her for something she didn't even know had happened. There was no reason for it but it was almost like he wanted her to feel better, like he was asking forgiveness. And it didn't make any sense.

She should have realized this when his tongue slid in between her teeth. And she was letting him. She should be slapping him or kicking him so hard he doubled over. That was the protocol in this situation.

It just proved her theory how low she was. She wasn't light and airy like her best friend. If this had happened to Serena... well, it wouldn't have. Situations like these just didn't happen to the It Girl. It if it did, she would have the courage that Blair didn't and kick him.

The strange thing was, she didn't want him to go. In the strange way that he was comforting her, she felt like she needed to be comforted. And there was a strange foreboding that accompanied that.

His hands carressed the side of her face, threading through her hair. It was alien but not unwelcome. Even though it should have been. His lips descended her jaw back to her neck when he said it.

"He doesn't deserve you."

Blair couldn't ask because it didn't make any sense. It was she who didn't deserve Nate. Not the other way around.

"You're scaring me," she finally admitted. She had never seen him like this before. Chuck Bass was cruel and lecherous. He didn't show vulnerability. And she didn't know what it meant that he was showing it to her.

"Good," he laughed in her ear. "You should be scared." His voice was dark and melodious with a deep undertone. She couldn't understand what was happening. She couldn't understand why she wasn't stopping it.

"What's happening?" she asked, lightheaded. Maybe that was it. Too much champagne... right?

"Something is just occurring to me right now," he said cryptically. "And you'll understand soon enough."

He kissed her roughly again. She could taste the scotch in his mouth which alluded her to the fact that her tongue probably shouldn't be in his mouth.

"I knew it," he smirked into her neck. "I knew this could happen."

"I don't understand," she said weakly.

"You will," he promised again.

"Tell me what's happening."

"I'm just realizing something."

He was being cryptic again.

"If someone like that can have you..."

"What?" she asked in confusion.

"At least I didn't sleep with her," he whispered. She hated that he wasn't telling her anything. It was annoying especially when she felt so dizzy.

"I'm not as bad as I thought," he said again. "I thought you were so unattainable. But I can be better than him. I am better than him."

"You're not making sense."

"No," he said, finally pulling away. "I'm not, am I?"

She was still shaking. She wasn't cold. She didn't like how she felt her heart was about to give out.

"I'm drunk."

Understatement.

"I am too," Blair said, because she thought that maybe she was. If she was sober, she would never let him touch her like one of those disposables, would she? It was impossible.

And then he was whispering to her again.

"When you find out," he said deadly, "when he stomps all over you, you'll come to me. You'll see."

Blair steadied her hands on the back wall so they wouldn't shake. She had never felt more real than she had at this very moment. Their lifestyle was all about what was proper and being fake. And she realized for the first time, she was living in truth. He tipped his fingers to her chin.

"Don't shake, lover," he said, licking the shell of her ear. He gave her one last glance before he left. "You smell good."

In retrospect, that could have been his love for her. But he would never admit that to himself. Not until he let himself be the first man to ever touch her.

so i dont know if im good at subtlety or not, but if it wasnt obvious, that took place right after chuck saw nate and serena having sex at the bar. in my world, he was smirking because before he thought that nate and blair were perfect and she would never go for anyone like him and that was why he left her alone (not to mention that he was friends with nate.) but since he saw that nate would just as well cheat on her, he realized that he could be good enough for her because it turns out nate isnt as perfect as he thought. so that was basically chucks train of thought if that wasnt clear enough.