A/N: This scene is set during the summer after their freshman year. It's inspired by a brief flashback I described in the "The Unforgettable Fire", but reading that story isn't necessary to follow this one.

Chapter 1: The Beach

June 2006

"Sure you don't want some, Blair?" Serena said, offering the joint pinched between her thumb and forefinger. She dodged Chuck's attempt to grab it, holding her hand just out of his reach.

Barely looking up from her Blackberry, Blair shook her head.

"I'm good, thanks," she replied.

A gust of wind blew sand across her towel, and she brushed it off with more force than necessary. She'd been adamantly opposed to a late night beach excursion, and she was making no effort to hide her irritation at having been outvoted.

"Come on, B, give it a try," Serena coaxed. "Who knows, you might even like it."

"You know the smell makes me nauseous," Blair said shortly. "And as for the neurological effects..."

She rolled her eyes in the direction of her boyfriend, who was leaning against the side of the lifeguard tower, illuminated by the full moon overhead. His handsome features were slackened in relaxation, his blue eyes glassy and unfocused.

Heaving an exasperated sigh, she returned her attention to her phone.

Chuck snorted, plucking the joint from Serena's outstretched fingers.

"Give it up, Serena, she's never going to get high with us," he commented dryly. "Or anything else that might require actually unwadding her panties."

Blair's eyes snapped upwards, fixing him with an icy glare- which he returned with a smirk, completely unfazed.

"Whatever sick fantasies you're having about my panties, Bass, keep them to yourself," she replied.

Taking a long drag, Chuck pursed his lips and blew out a ring of smoke in her direction, grinning when she winced in disgust and waved the smoke away with one hand.

He had to admit, he enjoyed riling Blair up. Most of the people in her life were terrified of her, including his best friend, so he preferred to make it clear that he wasn't intimidated in the slightest. Besides, he found it amusing when she got all indignant and huffy.

"I just think you might have more fun if you weren't... desperately trying to not have fun all the time," he returned in a patronizing tone.

Blair sighed, rolling her eyes. "If you're suggesting that I might enjoy my slow-witted company more if I lowered myself to the same level..." She paused, casting a disparaging look towards Nate and Serena, who had grown bored with their banter and were now entertaining themselves by making monkey faces at each other. "Not worth it," she concluded derisively.

Chuck glanced over at their companions with a similarly skeptical expression. Nate had rolled his tongue into a perfect circle and crossed his eyes, and Serena was attempting to imitate him in between bursts of giggles.

"Give it up, van der Woodsen, you can't do it." Nate laughed, watching Serena's futile attempt to curl her tongue up at the corners.

"I can too!" she insisted.

"It's genetic, Serena," Blair pointed out.

"You just have no faith in me, B," Serena declared.

She made another valiant attempt, her face contorting comically from the effort.

"I'm sure the laws of biology have nothing on Serena van der Woodsen," Chuck added sardonically.

With considerable assistance from her fingers, Serena finally managed to make a circle out of her tongue. Smiling triumphantly at her accomplishment, she stole the joint back out of Chuck's hands and took another drag.

"Ooh, you know what would be fun?" she said excitedly, blowing out a puff of smoke. "We should go for a swim!"

"In the ocean?" Blair replied in disbelief, looking towards the dark, vaguely ominous-looking waves. "Serena, it's the middle of the night."

"Come on, B, don't be such a buzzkill," Serena chided her.

"And the water's freezing, and we don't have swimsuits," Blair continued, watching in growing alarm as her best friend stood up, clearly intent on her mission.

"So?" Serena shrugged. "It's more fun without them," she added with a mischievous wag of her eyebrows, passing the joint off to Nate.

"No way," he said, watching incredulously as Serena stripped her tank top over her head and began unbuttoning her shorts.

"That sounds like a dare," Serena replied in a singsong voice. After pushing her shorts to the ground and stepping out of them, she reached her arms around her back to unhook her bra.

Nate gaped at her, the forgotten joint dangling in his fingers as she discarded her bra and panties as well.

Chuck watched her little striptease with equal parts amusement and appreciation. It wasn't anything he hadn't seen before- hell, it wasn't anything most people who'd gotten a couple of drinks into Serena hadn't seen before- but she still put on a damn fine show.

He glanced over at Blair, expecting her to say something cutting to Serena at any moment, but she was just sitting there, watching her best friend with horrified eyes. She tucked her knees up and wrapped her arms around them, as if shielding herself from the inappropriateness.

Nate just watched with a dumbfounded expression as Serena took off naked, running towards the water and calling over her shoulder for them to follow. Stubbing out his joint in the sand, he rose slowly to his feet, holding onto the lifeguard stand with one hand while he removed his flip-flops.

"You cannot be serious," Blair groaned.

"Come on Blair, loosen up," he replied, stripping off his plaid shirt to reveal the muscled torso beneath. "Besides, we can't just leave her alone out there."

"And how exactly am I supposed to rescue both of you from drowning?" she retorted, her eyes narrowing dangerously.

"I guess you'll just have to come in too!" he said with a boyish grin. He removed his shorts, tossing them onto the towel next to her before jogging towards the water in his boxers.

"Oh my God, I am surrounded by idiots," Blair griped. She retrieved her phone and pretended to be engrossed in a game of Snake.

Serena shrieked as an unexpected wave knocked her sideways, toppling her over in the waist-deep water. Regaining her footing, she turned and jumped headfirst into the next one, padding furiously towards deeper water. Nate sputtered with laughter, swiping his hair back off his forehead, before following behind her.

"I mean it, I am not coming in there after you!" Blair called after them, and made a huffy grumbling noise under her breath.

She suddenly noticed that Chuck had risen to his feet beside her and had begun unbuttoning his shorts.

"Seriously? You're just going to leave me here all alone?" she asked in disbelief.

Chuck shot Blair a skeptical look. She'd barely spoken to him all evening, only deigning to acknowledge his presence when she wanted to bitch at him about something.

"Well, as much as I'm enjoying the pleasure of your company..." he replied dryly. "I go where the action is."

And with that, he stripped off his shorts and polo shirt, hanging them on the side of the lifeguard stand. Clad only in a pair of black boxer briefs, he sauntered towards the shoreline.

He watched the inky-blue waves for a moment, their white-capped swells breaking over the sand in a steady rhythm. There was something peaceful about that cadence, the continuous push and pull of the tide against the shoreline. The ocean was as close to nature as he ever got, and frankly he preferred things that way, but he did harbor a certain appreciation for its charms.

Plus, it currently contained a hot naked chick who was stoned off her ass, so he figured if he played his cards right, he might be able to finagle at least a hand job out of this situation.

Spotting Nate and Serena bobbing around in the chest-deep water, their blond heads illuminated by the moonlight, he slowly made his way out to join them. He shivered a little as the chilly water reached his navel, resolving to keep his night-swimming to heated pools in the future.

"Hey dude," Nate called out. "Please tell me you kept your underwear on."

Chuck smirked.

"Of course," he replied. "I wouldn't want to make you feel... inadequate."

Nate took a moment to recognize the implication and then shot him a glare, which was somewhat lacking in vehemence due to the glazed-over look in his eyes.

"Aww, don't be an asshole, Chuck," Serena reprimanded him. "I'm sure Nate is... perfectly adequate," she added with a giggle.

Flipping onto her back, she splashed both of them in the face with a quick flutter of her feet. Nate laughed, wiping the droplets of water from his eyes as he watched her swim off- rather intently, Chuck noticed.

Well, it's not like he could really blame the guy. He'd spent his entire adolescence shackled to an uptight princess who showed no signs of relinquishing her V-card any time soon.

Turning his head back towards the shore, he noticed that Blair had gotten up and walked over to the water's edge. She stood there, arms folded across her chest, observing them with a pissy expression on her face.

He would never, ever get the appeal of relationships, he thought to himself. If he wanted to get nagged to death, he'd just stop going to classes entirely instead of placating Bart with an attendance record that was marginally adequate.

The only possible upside to having a girlfriend was that it provided regular access to sex. He supposed that might come in handy for guys who weren't capable of accomplishing that on their own, but Nate had been stuck at second base for more than four years now. And Chuck had yet to meet a girl who was worth waiting even a few hours to get into bed.

"You know there have been sharks sighted off this beach," Blair yelled after them.

"You know... I think I just saw one!" Serena giggled, pressing her hands together into a pretend shark fin and humming the theme song to "Jaws". The boys laughed as she dove beneath the water and slowly circled them, long strands of blond hair flowing out behind her, before returning to the surface with an exaggerated chomping sound.

Blair just muttered something under her breath and turned to walk along the shoreline, pretending to ignore them once again.

Chuck rolled over to float on his back, enjoying the rhythmic motion of the waves underneath him- but he found his eyes following Blair as she strolled along the beach. She paused to draw a little design in the sand with her toes, peeking up through her lashes to covertly study the three of them. A melancholy expression crossed her face before she cast her gaze back downwards.

He glanced over towards Nate, rolling his eyes when he saw him staring at Serena as if the sun were shining out of her ass... or, more accurately, her chest. Sure, he might deserve the opportunity to ogle a naked woman now and then, but he didn't have to be quite so obvious about it. If he was going to stare at another girl's tits in front of his girlfriend, he could at least be courteous enough to use his peripheral vision.

Looking back at Blair, he was surprised to see her standing closer to the crashing waves, staring pensively out across the water. She toyed with the hem of her flowered sundress, looking uncertain for a moment. Then in an instant, the uncertainty was replaced with decisiveness. Grasping the cotton fabric with both hands, she pulled the dress up over her head.

And at that, Chuck's lips parted in surprise, his lower body sinking from the surface as he forgot to keep himself afloat. Unless his brain was totally fucking with him right now, Blair Waldorf was actually taking off her clothes in a semi-public place.

Feeling a momentary flash of guilt for even looking, he glanced back towards Nate- only to realize that he and Serena had moved past him, further out into the sea. They seem engrossed in some sort of synchronized swimming competition, although they kept getting distracted by splashing each other and giggling.

Allowing himself another furtive look in Blair's direction, he saw her carefully folding her dress, smoothing it into a neat, wrinkle-free parcel, and stacking it atop her sandals, before placing them just out of reach of the advancing waves.

Way to let your hair down, Waldorf, he thought to himself with a smirk.

But when she turned back towards the water, his breath caught in his throat. She was wearing a demure little bra and panty set- white cotton decorated with pink bows- that should have exuded modesty and innocence. But instead, it only emphasized the curve of her hips, her slender waist, and the rounded slopes of her breasts, separated by a little pink bow nestled between them.

He was very fond of that bow, he decided.

He didn't know if it was the moonlight reflecting off her ivory skin and glossy brown curls, or the fact that he really shouldn't have been watching her at all- but he suddenly found himself more mesmerized than he'd ever been by the scantily-clad, overtly sexy women who typically threw themselves at him.

Blair took several cautious steps towards the water, gasping and hopping backwards when the first icy swell lapped over her feet... and then glaring at it, as if it were the water's fault that it was cold. Assuming a look of determination, she took another few steps forward, squealing as an unexpected wave crashed against her body.

And Chuck's mouth went dry when he realized that her sweet, innocent little lingerie set had become completely transparent. He could see taut rosy nipples, straining against the wet fabric, and the outline of dark curls narrowing to a V between her legs.

Even the frigid water couldn't prevent the rush of blood to his groin.

His brain, meanwhile, began bombarding him with enticing images, imagining how he could divest her of that makeshift swimsuit entirely.

He pictured his hands peeling away the damp fabric and cupping her pert little breasts, his head lowering to take one tight bud into his mouth. Her hands, tangling into his hair as she arched herself into him. Her lips, parting to emit a gasp of pleasure when she felt his hardness throbbing against her.

Then he'd strip away her panties, threading his fingers through those moist curls between her thighs, making sure she was good and wet before burying himself inside of her-

Jesus Christ, he thought, giving his head a rough shake. What the fuck was he doing? Sexual fantasies about the one girl who was strictly off-limits to him could only lead to one thing- getting punched in the face.

But the object of those fantasies was currently paddling straight towards him, and he needed to do something to keep her away until he managed to... regain control of himself. His usual pervy innuendos were one thing, but a full-on raging boner was quite another. If she noticed, she would never, ever let him live it down.

"Well well, look who decided to finally have a little fun," he commented, hoping his voice wasn't as strained as it felt.

Blair raised her eyebrows haughtily, as if she had no idea what he was talking about, and paused to get her footing on the sandy bottom. The water lapped around the edges of her bra, and he struggled to keep his eyes from following its path.

"This water is freezing," she complained. "Why did anyone think this was a good idea?"

She looked over his shoulder to see Serena performing a warbling rendition of "Under the Sea", complete with what appeared to be an imitation of a mermaid.

"Never mind." She rolled her eyes. "I forgot I'm the only one here functioning at full capacity right now."

She turned back towards him, clearly expecting a witty comeback. His mind raced to come up with a way to get rid of her before she noticed his... physical situation.

"Waldorf-" he began, smirking at her jaded sigh. "You do realize what happens to white fabric when it gets wet?"

She blinked at him for a moment before following his downward glance, and a sudden surge of color reddened her cheeks.

"Ugh, do you have to be so... disgusting?" she snapped, her hands quickly moving to shield her chest.

"Is that a rhetorical question?" he returned sardonically.

He grinned as she started paddling backwards, attempting to put distance between them as quickly as possible.

"I was just complimenting your choice of attire," he called after her, laughing at the indignant grumbles coming from her retreating figure.

Problem one, solved, he thought. Problem two- he glanced down- still needed some time.

Well, this is what he got for going several days without getting laid.

There was no other possible explanation, he concluded, giving his head another quick shake. It had to be a case of sex deprivation.

After all, even if Blair were available- which she most definitely was not- she was hardly suitable for his usual female-related activities. But as long as he kept his libido satisfied and she kept her clothes on, this would remain nothing more than an isolated incident.

A/N: I'm thinking of continuing this as a series of flashbacks, leading up to the moment we all know and love :) I'm not abandoning TUF, of course, this is more of a side project/companion piece. Drop me a review if you enjoyed and want to read more!

Thanks so much to Terrabeth, both for betaing and for giving me the inspiration to write this story.