Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. It's their world; I'm just a tourist.

I have Twenty-five chapters in the works and plan to update regularly.

Please review!

Chapter One: "Wouldn't it be Loverly?"

"Come on Humphrey! You should know all the words by now. No need acting coy."

"Fine." "I've grown accustomed to the trace, of something in the air…" Dan begrudgingly sang. It was more of a whisper, a nearly inaudible slur of words really.

"Go on!" Blair clapped moving toward the edge of the couch.

"Accustomed to her…" Dan rolled his eyes and paused for effect.

"Face!" they both blurted out laughing hysterically at how silly they found each other and their current state of affairs.

Another Friday night with Lonely Boy and the girl who would soon become Queen B of the UES. But for now, the only thing 'B' stood for was Brooklyn.

Blair's parents wanted the best for their only child. They named her Blair after the well-to-do character from The Facts of Life. While they couldn't give her much in the way of money, at least she would have a name that sounded aristocratic. Plus, she was already blessed with a royal sounding surname. Her father had legally changed his name to Waldorf after having worked as a doorman at the luxurious Waldorf Astoria. It wasn't that Harold and Eleanor were materialistic; they just knew how difficult it was to be poor. Harold wanted his daughter to have the same opportunities as the patrons who came through his doors over the years. He was sure the rich were not without their problems, but they looked so glamorous and healthy. Ladies with fine posture and glowing skin, slightly rouged cheeks and fine warm furs. The Gents with their tailored suits, perfect hair, smelling of expensive cigars and scotch. Neither ever smiled really, but they always had a calm and untouchable presence. He wanted his daughter to know this luxury because maybe in this world, Blair could find the opportunity he could never give her.

Blair was plain but pretty. On a typical day she would wear jeans, large parkas and sneakers. She loved being comfortable and knew the parkas were less than flattering, but she hated being cold. B had a delicate frame. At 5 '4 inches and only 100 pounds, she was too skinny and therefore freezing most of the time. She usually wore her shoulder length dirty blond hair up in a sloppy ponytail. It was less hassle, kept the unruly stands out of her face. Sure, she would have liked to get dolled up on occasion, but this low maintenance style was just so much easier for the day to day. It's not like she had anywhere fancy to go. Plus, if she was ever going to get accepted to Yale, she figured she would focus one hundred percent of her energy on her school work. She was smart, a genius really. While her classmates were struggling with basic algebra, B not only completed her problems and had done the extra credit, she was thinking of ways to help her mom with one of her many inventions. Eleanor was a tinkerer who loved to find ways of fixing the broken electronics in their home. When their old computer crashed, it was she and Blair who rebuilt the hard drive, increased the memory, and made the processor twice as fast. Luckily, they had these skills because they couldn't afford anything new. Mind you, this is nothing they ever learned in school, just a God-given talent for applied mathematics. Unfairly, Blair was also very adept at the arts-her true passion was literature. She had read many of the classics by the time she reached high school. And while Bronte and Austen were great, her guilty pleasure was spending Saturday afternoons looking through fashion magazines at the library. B was embarrassed to admit it, but she loved the glamorous life she saw portrayed in the glossy pages. To think, just across the bridge this life actually existed. Young ladies in prep school navy blue with white collars and pleated skirts by day. And by night-Oscar de la Renta gowns, champagne, parties, and no questions asked. Her parents always raised her to believe that she could be one of those lovely, glamorous young women. But, this life was so far removed from anything she had ever known. So different from public school and poverty and Brooklyn. Her life was hard, tough, and nothing like the waifs pictured in her magazines. They all looked as if a slight wind might blow them away. There was a vacant look in their eyes. However, when she glanced in the mirror, she saw fire staring back. While B loved these pictures for the fashion, she could care less about the models. She needed strong women to look up to-women she wanted to be like one day, women that had come from nothing. It's no wonder that her favorite movie was My Fair Lady. Blair could relate to Eliza, well, the Eliza before she went to the ball and became a lady. Could Blair really become a lady herself? Wouldn't it be loverly to think so?

Dan and Blair had finished watching My Fair Lady for the fourth time that week. He was annoyed, but felt compassion for B. After all, she did just lose her parents. And if Rufus was cool enough to take her in, the least he could do was put up with a musical or two. B and Lonely Boy had gone to the same middle school where they had not exactly been simpatico. They were acquainted through their fathers, but only tolerated each other for the sake of Harold and Rufus who had been long time friends. Back in the late 80's, Rufus worked with Harold at the Waldorf before his band booked a pretty major tour. When "Lincoln Hawk" went on the road, Harold offered to look after Dan, a deed Rufus would never forget. So when Harold expressed concern over the dangerous conditions of Blair's school, the elder Humphrey jumped at the chance to help his dear friend. He let B use his address so that she could go to the better school in their more upscale neighborhood. Now with the accident, how could he turn B away? She had no one and nowhere else to go.

It's kind of surprising that Dan and Blair had not become better friends as they were both such intellectuals. She found him judgmental and sarcastic. He found her too bossy, and her love for musicals really irked him. Still, they were a sort of bizarre brother and sister pairing now, so they tried as best they could to make the most of a tragic situation.

"So, it looks like I'll be going to St. Jude's for my junior and senior year." Dan mentioned casually while passing the popcorn to B.

"You don't say Humphrey. How did Rufus manage to scrape up the funds to pull that off?"

"Uh, not that it's any of your business, but he finally got his royalty check from the one hit wonder."

"Nice." Blair seemed genuine. "Want to watch it again?" She smirked handing the bowl back to him while reaching for the remote.

Dan rolled his eyes, but knew what Eliza Doolittle meant to her.

"That would be loverly." He sighed choking back the sarcasm.