Second Best

A/N: I've never written Gossip Girl so I'm not sure how this turned out. I was pretty scared of trying to "get" Blair but I hope I've done her justice here. Anyway, I'm not exactly sure where this is set in the storyline. I guess somewhere in season 4 but after writing it I can't really figure out where or if the "W" storyline has occurred at this point. Anyways, for all intents and purposes just take it at face value. The timing doesn't really affect the overall emotional aspect of it.

Summary: Blair has always felt second best. Never more than a sidekick to her blonde best friend, never more than who the golden boy was obliged to date, never more than someone he couldn't say "I love you" to. But maybe she's more than second best in his eyes.

It's raining and the temperatures are bitter in New York that February morning. She's barking at her driver that she needs to be in Brooklyn, STAT. She's feeling equally as bitter as the biting winds that have rumpled her perfectly placed outfit. Blair Waldorf can't comprehend the sudden want to see him when they'd hardly even be considered friends or why leaving Manhattan is even an option when she's looking for comfort. She should be out shopping – retail therapy is all it's ever really taken. 2 AM isn't exactly the prime moment for strolling down 5th avenue though, so she really had no other choice – at least that's how she justifies it.

He's sleeping soundly in a cocoon of blankets when he hears the banging. Begrudgingly he shuffles to the front door, shivering the whole way. It seems the heating system in the loft has had enough for this winter season.

"Humphrey!"

There's no denying her distinctive pronunciation of his voice. He picks up the pace to get to the door. Mainly, it's to shut her up, but he has to admit he's insanely curious as to why Blair Waldorf is in Brooklyn at 2 AM. He pulls the door open to find her looking nothing like he'd imagined.

"Humphrey… everything's falling apart," her voice is so soft she isn't entirely sure she's spoken at all. It's only the worry etched across his face that confirms he's heard. She watches him pull the door open wider for her to enter.

"Blair, I have to warn you… the heat's broken."

"Only in Brooklyn," she huffs into the loft to find it might just be colder inside than on the streets. "It's like 3 degrees in here! How are you even alive right now? I knew I should've just stayed in the city."

"It's not THAT bad and this is the city too, Blair," his reassuring is negated by the silent shivers running down his spine. "I've got a heating blanket?" he looks sheepish in his offer, and though it's not ideal she agrees to go sit in his bed much to his surprise.

"I'd like to keep all my appendages and that is the ONLY reason I'm in your bed right now. I hope you realize this."

"Of course," he supplies it simply as though he had never expected any other answer from her. He hands her the tea he just made as he shivers again.

"Where's your blanket?" she's genuinely curious as she glances throughout his small bedroom for his blanket while she huddles under the one he wrapped gently around her small shoulders.

"You're in it," he sits gingerly next to her on his flannel sheets trying to look as though he couldn't possibly be any warmer if he was on an island in the Caribbean. He's failing miserably and his tea escapes his mug as his hand trembles slightly.

There's an emotion on her face he's seen directed towards few people, and he's certainly never been one of them. Its compassion; but he notices a hint of shock when she learns that he'd give up his own warmth to make sure she's comfortable in HIS home and suddenly she's reduced to tears – the same tears that were threatening to fall when she'd arrived fifteen minutes ago at his door.

"I feel like nothing and up until now I've always tried to convince myself that I was somebody. I'm Blair Waldorf and that's always been enough. Except it isn't, is it? And to be honest it never really has been. I've never truly been anything but a name," she says this all so quickly he can barely make out the words. He has no idea what she's doing in his borough pouring her heart out at this time of night (or morning).

"Hey," he shakes (from the cold he reminds himself) as he reaches out to tilt her chin up just slightly. He flinches waiting for the venomous remark about his germs from Brooklyn infecting her but it never comes. Her eyes meet his waiting for his response confirming what a horrible person she is and how she really is nothing but it never comes. "Blair, none of that is true. You know that right?"

"I figured you'd be the one person that'd tell me it's all true and then some," she admits it slowly and it crushes him. It crushes him until he feels like he can barely breathe under the weight. She's so broken and she expected him to reinforce her thoughts. It's self-sabotaging to say the least.

"You know, just because we never got along in high school doesn't mean I think you're nothing. And I definitely don't think that now that I've gotten to know you. If most of your schemes and takedowns in high school weren't aimed at me I'd have been impressed," her mouth turns up just slightly but she's still picking at fuzz balls on his sheets. His teeth chatter a bit before he's able to continue. "You're probably one of the most determined people I've ever met. And you're extremely loyal to the people you love. I mean it's insane how strong you are; I guess I just never realized it when I was with Serena because I was so focused on her and how alive and happy she always seems."

"That's how it always is," she mumbles it under her breath but he hears her just the same.

"That's not how it is now," he refutes her grumblings and she looks up in confusion. He's pulled his legs up towards his chest in an effort to conserve body heat – the hot tea is long gone.

"Of course it is. It's always Serena. She's got legs a mile long, hair that really defies the gods, and a smile that lights up a room. It's always been Serena and it's always going to be. No point in going against the grain – you sure didn't."

He feels as though the last line is tainted with resentment though he has no idea why there's such malice in her words. It sounds as though she expected him to be different, but he can't really put his finger on why when all of her previous words and actions say otherwise.

"I'm the sidekick… the best friend. The one who gets pushed to the side so everyone can get to Serena. My mother and Nate both made that perfectly clear. Me – I'm second best. I'm the one they take when they can't get to her," her eyes burn now that she's said the words outloud. There they are – all of her ubiquitous insecurities floating around in Dan Humphrey's loft. "I hate her."

"She's your best friend."

"That doesn't mean I have to like her," she explains this as though it's the most obvious thing in the world. It really only serves to leave Dan more confused about the relationships women form – he realizes he'll never truly understand them, nor will he understand why it all needs to be so complicated. He can't see why everyone can't just get along in the way that he does with Nate. It's just easier that way. Hidden agendas and the whole idea of "frenemies" just isn't his forte and he figures it's probably why he never really fits into the Upper East Side.

His fingers and toes are purple it's so cold in the loft. They've been silent for the past ten minutes. It's not of the awkward sort though and she's thankful for that. She doesn't really know anyone else that would just be in the silence with her. She looks up and sees he's probably silent because he's trying to fend off frostbite. She owes him this much.

"Dan?"

It's more of a question than a statement. Almost like she's unsure he'll answer to anything other than "Humphrey" – she equates it to trying to change a dog's name, never quite sure if they'll respond to anything other than "Rexy" or "Fido" and it's then that she almost laughs at such inane thoughts. He did respond to it - which seems logical enough since it's his name. It takes every ounce of courage and pure strength to say the line she says next.

"Blair."

"Do you wanna share the blanket?" the words sound foreign falling off her tongue and his eyebrows shoot up as though she's become suddenly delirious. She feels like Brooklyn probably has infected her and it's a temporary form of a mental illness or something to that effect.

"Are you sure?" his words are tepid. He begins inching forward, giving her time to change her mind. It's almost as though he's waiting for the mental illness to subside and when the real Blair Waldorf returns she'll realize her mistake and rip his face off for moving into her personal space. She giggles at his sluggish movement towards her.

"If you move any slower I'm gonna change my mind," she giggles again after she speaks and it's light and airy and nothing like the Blair he's used to. 'It must be the cold' he tells himself, but that thought doesn't stop the smile that makes its way onto his face.

The blanket is only made to cover his double bed. It's not the usual king sized duvet she's used to at the penthouse. He makes cautious movements to slide himself in next to her as she's got most of it wrapped around her tiny frame. It'd be much more effective to lay the blanket on the bed like a comforter, but he doesn't dare suggest it. His icy left arm and leg touch her warm skin and she flinches away from him immediately.

"Sorry," he goes to get out of the blanket without a second thought but she grabs his wrist and surprises him again. He's lost count of the amount of times she's caught him off guard tonight. He sinks back down next to her, slower this time to adjust her skin to his temperature. "This ok?"

She nods as his skin starts to warm and for no explanation at all hers becomes hotter at his touch. Fever from the Brooklyn infection she tells herself. There truly is no other reasonable explanation for it. Blair Waldorf is nothing if not logical. She rationalizes her entire life until it is compartmentalized away neatly for safe keeping.

She hasn't been this close to anyone since Chuck. It's new and strange and familiar too. She's known Dan for years now so he isn't some random stranger, but she's never been this close to him before. He was always Serena's property and Brooklyn's problem. He was never really a mark on her radar until recently. And now she's huddled in a heating blanket sharing her life secrets with him.

"It's not always Serena," she notices he's quiet and won't look at her when the words tumble from his mouth. They're said in such a way that she feels he never really meant to say them at all.

"When given the choice between me or Serena – it's Serena. Everyone knows that."

"Chuck chose you," she deflates at his words, finding it's not the answer she wanted.

"Chuck settled for me and used me as a pawn to build himself up," he notices her voice turns cold again and all of the metaphorical walls between them are slowly rising once again. He's powerless to stop them. "You don't sell the people you love, Humphrey."

The ache in his chest and the bile in his throat at the reminder of Chuck's misgivings is when he knows. It's exactly that moment when it all comes crashing down. All of the denial and confusion suddenly make sense. It's not really the best moment to come to such an earth shattering conclusion when she's in such close proximity. 'Fuck.'

The silence returns. There isn't much of an argument for Chuck's choice and he knows he can't defend Nate's actions with Serena, nor can he speak for her mother who picked Serena as well and crushed Blair once again. He's consistently struck by her strength. She nods off for a half hour in her huddled position next to him. Her scent invades his senses quietly and without notice.

When she wakes he's still next to her, respectfully maintaining minimal contact. She's disappointed and then immediately puzzled at her reaction – 'why would I want him to touch me. I'd probably need him to bathe in Lysol first.' 'It's Humphrey' she reminds herself again, but his name doesn't really invoke the same rage it once did. He's been so kind to her tonight that she can't find it in herself to be cruel to him any longer.

"How long was I asleep?"

"Only like a half hour. Blair?"

She looks into his dark eyes and finds he's looking at her in a way that makes her feel like she's being seen for the first time and her breath hitches in her throat for the briefest of seconds.

"We don't all pick Serena," his words turn her world in a million different directions, shatter it into a million pieces, and put it all back together simultaneously. The underlying statement is clear from the way his eyes bore into hers telling her what he really meant to say was, 'I don't pick Serena.'

"It's 3:30 in the morning. You don't even know what you're talking about," she makes a move to exit their heat box and is struck by the frigid temperature that awaits her outside of it. "Ugh," she crawls back in next to him but in a way that makes sure he knows it's not by choice.

"I know it seems out of the blue and to be honest I don't even know when it changed for me. I've really been pushing it away for a while now. But you're here now and I don't pick Serena. I just wanted you to know," her skin burns everywhere it touches him.

"I'm not some fill in, Humphrey. I'm not a consolation prize because you couldn't have who you really wanted," she's trying desperately to sound angry and sharp, but all that seems to surface is tears and uncertainty. No one's ever picked her when given the choice of Serena van der Woodsen. No one's ever picked her when it hasn't been out of obligation. "I'm second best. Always have been, always will be. You dated her, I'm just plan B –"

"No. Just stop," he turns to face her in their tiny blanket fort they've been encapsulated in. It puts more of his skin against hers and the tingling she feels is overwhelming and adds to her growing confusion. "That isn't what this is. At all. This is about you, and ONLY you, Blair. I haven't even been able to think of anyone but you for months now."

"That's not unusual. Half of New York is busy thinking of my whereabouts and fashion choices at any given time. That doesn't mean anything but it does prove that you're part of the status quo, Humphrey, just as you were when you lusted after my best friend for the better part of your adolescence. Chuck's the only one who's ever actually picked me before Serena; and we all know how that worked out."

"Why can't you see –"

"No, Dan. Why can't you just LISTEN to me?" he seemed to shrink under her shrill voice and for the briefest of moments she felt a small twinge of guilt. It faded quickly. "You THINK you want me because you can't have Serena. It's always Serena; it's always been Serena with you. I watched your whole relationship; I know the things you wrote about her. I know exactly how you felt about my best friend. I won't be with you and feel myself second guessing your every move just waiting for you to leave me when you realize it is Serena you've wanted the whole time. I've had my heart stepped all over, Humphrey. Nate and Serena stabbed me in the back. Nate stole my heart and that "golden" boy will always have a piece of it; he was my first love. Chuck broke me into seven million pieces. He took parts of me I didn't even know existed. And if I let myself care for you, if I open myself up and let you in and you walk away from me for Serena… if someone else walks away from me for Serena I just don't think there will be any pieces of me left to pick up. You'll have taken it all."

The speech that started out so strong collapsed about midway through until it left Blair in tears; mascara streaming down her rosy cheeks. She was more vulnerable than he'd ever seen her. And that's when he knew – watching her sit next to him in his heat blanket, on his flannel sheets in Brooklyn, mascara and tears streaming down her face. She normally kept up appearances, but here in his bed she looked like more of a mess than any girl he'd ever been with. And that's when he knew.

"Blair."

She refused to make eye contact with him when she looked so frightful. She was suddenly immensely thankful his third class loft didn't have all the mirrors of the penthouse – it'd probably just upset her more to know what she looked like - in front of Dan Humphrey of all people.

"Blair," he shifted closer and placed his lean arm behind her on the bed. "Blair, you've already let me in, just stop lying to yourself about it." His voice was soft and comforting and in combination with his warm body in their bubble of heat she'd never felt safer than in that moment with him.

"Humphrey," she sniffled and wiped at her tears, "like I said before, you don't know what you're talking about." Five minutes ago her words with harsh and icy, but she only sounded lost and broken and open.

"You're here in Brooklyn with me, Blair. You're in my bed, on my flannel sheets that you hate and you've taken every opportunity to tell me so. You're sitting here wrapped in this heat blanket with me because my heat isn't working when you've got this perfectly comfortable penthouse on the Upper East Side where you could have the heat cranked up to 85 if you requested it, but here you are. You're crying with mascara running everywhere and your hair's a mess and you're telling me your deepest fears that you've been struggling with your entire life. You've let me in, Blair. You chose to come to me when everything in your world fell apart, you need to face that. I'm not going anywhere. I don't want Serena, I only want you. I know you inside and out, I've seen the dark and I see the light and I see how beautiful you are and I want all of it. Don't you see that? I'm not obligated to pick you; I'm not picking you because I can't have Serena. I can have Serena, I'm CHOOSING you."

Her eyes widened throughout his monologue. Every word he said was completely accurate but it still surprised her that Dan Humphrey had wormed his way into her heart nonetheless. She had spent months fighting it, she had spent months ignoring it and pushing him out and telling herself she didn't deserve the kind of love a guy like Dan had to give.

"This'll never work. How is this supposed to work? Have you thought that through?" she cursed herself again for not being able to contort her voice into the cold demeanor she had perfected through the years. She still sounded girly and soft and this was not Blair Waldorf.

He could've given her the explanation she asked for. He could've given another long, winded dialogue about working through their differences and the he could've brought up the fact that it really wouldn't be much different from being friends, they'd just have extra benefits. He could've given up hope and let her run as he so knew she wanted to from the minute she realized her feelings ran deeper than she thought. Instead he closed the gap between them with his lips and poured every emotion he'd ever felt for her into that kiss. Her lips were soft and she was timid and reserved. He pulled her closer with the hand that had been positioned behind her, letting his fingers graze the little bit of bare skin at the small of her back where her shirt had ridden up.

She pulled back a little breathless with a mixture of awe and confusion. He assumed it didn't occur to her that passion could exist with anyone but Chuck Bass or at least she had convinced herself it couldn't.

"All you need to know about how this is gonna work, Blair, is that it's you. And I know I'm not rich and I live in Brooklyn and I wear plaid. And I know I'm going to have to prove to you over and over again that I'm not leaving. I know you're not used to being picked first just because someone wants you, Blair Waldorf, but if I'm the first one to do that then don't you at least think this is worth the risk?"

'You have to decide what's most important to you, keeping your pride and getting nothing or taking a risk and maybe… maybe having everything'

"Let's take a risk, Dan."

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