Basically a different look at how the Chuck-Blair-Nate love triangle could have developed post 1x09. Blair is enjoying the carefree nature of her affair with Chuck. Chuck is content to keep their relationship a secret because of Nate, but recognises that his own feelings for Blair are becoming stronger. Nate is once again interested in Blair, oblivious to the attraction between her and his best friend. What will happen when they take on the three lead roles in the school's production of "Phantom of the Opera"? Will Chuck and Blair be able to keep their feelings masked? Will Nate be able to use his role to woo back Blair? Or will this explosive situation be driven past the point of no return?

The students of Constance-Billiard and St Judes lounged idly around their joint auditorium, waiting for the arrival of the hotshot director that had been hired to oversee their musical production, which that year would be Phantom of the Opera. The auditions had run smoothly, if the temper tantrums, hysterical breakdowns, crying fits, outrageous threats, verbal abuse, plotting and alleged blackmail were disregarded. The cast lists had been posted earlier that afternoon and unsurprisingly the stars of the school had also managed to swag the starring roles.

Blair Waldorf was to play the beautiful heroine, Christine Daae, an opera singer in nineteenth-century Paris whose theatrical success was enabled by the machinations of a mysterious, masked phantom haunting the opera house and terrorizing its inhabitants. Blair's delicate features, silky brunette tresses and bright, clear singing voice had made her an obvious candidate for the role. Her threats to inform the director's boyfriend of the affair he was having with a well-known costume designer, and friend of her mother's, had really had very little to do with securing her the part.

Blair's best friend Serena was also to play her best friend on stage, taking the part of the ballet dancer Meg Giry. Serena thought that, given recent events with Chuck and Blair, she would be able to relate well to Meg's concern over Christine's strange relationship with the seductive yet diabolically dangerous Phantom. The prospect of seeing Serena Van Der Woodsen prancing around in the revealing costumes of a dancing girl had also meant that there had been a surfeit of volunteers from St Judes offering to help with set design, costuming, lighting and general production values.

Nathaniel Archibald had auditioned when he saw that both Blair and Serena's names were on the sign-up sheets. He missed seeing both girls, although he thought it was Blair he'd really like to resume his relationship with. She'd been looking different lately, more beautiful and relaxed than he'd seen her in a long time. Maybe being in the musical together would rekindle their spark. Besides, extensive rehearsals and generous amounts of time spent studying the script could only prove a welcome distraction from the dramas of his home life at the moment. Nate had won the role of Raoul, a vicomte and Christine's childhood sweetheart, who he meets again when he invests in the opera house where she has become a singer. Nate was looking forward to playing the dashing Raoul, destined to rescue his love from the jealous and possessive clutches of the Phantom.

Surprising everyone was the choice of Chuck Bass as the Phantom. Not because they couldn't imagine the devious, dark-eyed playboy portraying the equally dark and devious character, but because Chuck Bass had never once participated in an extracurricular activity during his fourteen years of schooling. Even when events that were supposedly mandatory, Chuck would normally produce a very convincing doctor's letter that conveniently exempted him from participation. According to Chuck, this was because he had more important 'extracurricular' activities outside of school to pursue. It had therefore surprised everyone when his name appeared on the cast list. No one had even seen him at the auditions. (That was how the rumours of alleged blackmail had started.) When Nate asked him why he signed on for the performance, Chuck had told him that Bart had demanded he participate in at least one school activity that year. In actual fact, Chuck had made the decision to land the lead role as soon as Blair Waldorf told him their activities would soon be cut severely short due to the time she would have to devote to the play once she won the starring role.

Chuck stole a look at Blair as they waited for the director to arrive. She was sitting next to Serena on the opposite side of the hall from him and Nate, studiously studying the script, brow furrowed in concentration, red lips pouted. He smiled, revelling in the sight of her in full little-miss-perfect-mode. It was one of his favourite looks on her.

Blair Waldorf had many looks and Chuck Bass knew them all. Chuck had a mania for watching Blair Waldorf. Even before they started their affair, back when she was with Nate, Chuck would watch her from a distance at parties, at school. Back then she looked a lot less happy than she did now, due largely to the dramas surrounding Nate, Serena and her parents, but Chuck had nevertheless always considered her devastatingly beautiful. But after watching her drop out of her clothes on stage at Victrola, looking happier, freer and more alive than Chuck had ever seen her, his fixation had increased to the point he was hardly able to keep his eyes off of her. Chuck knew he needed to learn to control the urge to stare at her. People would begin to notice, would suspect his secret. Chuck didn't even want Blair to detect his fascination with her, to realise the effect she had on him. But looking away was proving impossible. She was just so unbelievably gorgeous.

"She is gorgeous," Nate said beside him, causing Chuck to break out of his daydream and turn his attention to his best friend.

"Uh...what?" Chuck spluttered, wary of the possibility his mind had been read. Were his expressions really becoming that obvious? Normally he worked hard to maintain a mask of cold indifference upon his face.

"Blair, man," Nate sighed. "I think I made a mistake letting her go. I mean look at her," Nate said, while Chuck pondered what his best friend would do if he knew just how much he'd been looking at Blair these past months, and the parts of her he'd had a chance to look at.

"She's incredible. I think she looks even better now than when we were together. Lately, I don't know, she seems happier, lighter. What do you think?" Nate finished, hoping his best friend would be able to offer some helpful advice about winning her back.

Chuck risked another look at Blair. He caught her eye, which twinkled as it met his. "She does have a certain glow about her these days, doesn't she?" Chuck mused, knowing Nate would be oblivious to the smug note in his voice. It hadn't seemed to occur to Nate to question why Blair was happier, or to connect this change of mood to their break-up. Chuck was normally the one who had to help Nate understand the psychological workings of his fellow beings. Chuck thought that Nate might not find the rosy tint in Blair's cheeks nearly so appealing if he knew that it had been put there by an assignation with Chuck not twenty minutes before, or if he had happened to walk in on his ex-girlfriend with his best-friend's head buried underneath her skirt.

"Yeah, she does, but I meant what do you think about our getting back together?" Nate clarified.

Chuck turned his attention back to his friend worriedly, trying to think of the best way to dispel any notion of an attempted reunion with Blair. He knew that Blair was enjoying their secret rendezvous (he was Chuck Bass after all), but he also knew that she had been in love with Nate since forever, had loved him so much she was willing to take him back even after finding out he cheated on her with Serena. Chuck was normally in favour of bad habits, but he did not approve of Blair Waldorf's penchant for forgiving Nathaniel Archibald. Best if she was never given the opportunity to do so.

"You don't want her back, Archibald," Chuck said confidently. "You're just not used to being single. Once you've gotten laid a couple of times you'll realise you're much better off."

Nate shook his head. "You don't get it man, you've never been in a relationship. You don't know what it's like to be able to rely on another person, to have her there to cheer you up, to know there's always someone on your side. And with Blair...I don't know, it's special," Nate concluded, his attention drifting back to stare at the object of his (admittedly fluctuating) affections.

Chuck's gaze had also returned to Blair during Nate's little speech. Nate's comments irked him, made him want to let Nate know that he knew exactly what it felt like to be in a relationship with Blair Waldorf, that he appreciated the benefits it offered far better than Nate ever had.

Except Chuck wasn't sure that what he had with Blair was a proper relationship. They didn't go on dates or hold hands or do things like regular couples. But on the other hand Chuck knew that what was going on between them was more than just sex. They teased and tormented each other, plotted and schemed together. He bought her jewellery, flowers and even the occasional dress. She smoothed out the crinkles in his clothes and adjusted his ties, and listened to him discuss business and Bart. He liked what they had. It was them. No definitions – just Chuck and Blair, Blair and Chuck. While most would assume Chuck simply didn't want a proper relationship, the truth was Chuck wasn't sure he'd be able to handle one. But he would like to have all the things Nate had just mentioned. Or maybe he could just see the appeal of having them with Blair.

But whatever he did have with Blair was fantastic Chuck decided, as Blair sent him a secretive smile from across the hall. They'd been sharing many secret, knowing smiles these past few weeks. Chuck loved that enigmatic curving of her lips. Had loved it when she'd only been his secret plotting partner, and used to bestow that grin on him in recognition of the fruition of their latest scheme, as if to say 'I know you love this as much as I do'. But now that smile said something different. It said 'I've seen you naked, and I liked it'. It made Chuck's stomach flutter.

"Oh wow, she's smiling at me," Nate said. "That's progress, she's barely looked at me in ages." Chuck scowled at his best friend's arrogant cluelessness. It was obvious Blair was smiling at him.

Unaware of his friend's displeasure, Nate nudged Chuck in the ribs, playfully chortling, "Maybe doing this play will give me a real shot at getting her back. You know, all those love scenes?"

Chuck gave a forced smile at Nate's attempt at humour. Inside however, he was cringing. Chuck planned to ensure that any romance that occurred between Nate and Blair remained strictly on stage. And he'd do whatever was necessary to ensure there was zero chemistry in their performance.

Meanwhile, Serena looked up to see her friend giving a small, secretive smile to someone across the room. Serena sighed. She had a feeling that smile meant trouble, especially if it was directed at who she thought it was.

"B, who are you smiling at?" Serena asked knowingly.

Blair looked up guiltily. "Nobody, S. I'm just smiling because I'm really excited to be in this play. And to have such a big part. Too bad none of the other female characters have that many lines."

Serena rolled her eyes. She knew Blair was overjoyed that the spotlight would be on her for once, rather than the best friend she felt that she was always having to compete with. But Serena refused to be perturbed by Blair's sly dig; she knew it was just an attempt to distract her from the issue at hand.

"The nobody you're referring to wouldn't have black eyes, no soul and be about to become my stepbrother, would he B?" Serena questioned wryly. "Because I thought it might have been the same nobody I saw you sneaking out of the costume closet with earlier." Serena raised her eyebrows at her best friend. This wasn't the first time she had caught them fooling around somewhere together. Every time she opened a door around the school lately she seemed to find Blair nestled in Chuck's lap, the two of them sucking on each other's mouths like it was their only source of oxygen. Serena didn't know how they planned to keep their 'relationship' a secret for much longer when they were being so indiscreet. And when the truth came out, someone, possibly everyone, was going to get hurt.

"We were running lines," Blair lied breezily.

"Uh huh. Why was Chuck's hair so messed up?"

Blair giggled. "Chuck gives a very impressive oral performance."

"Eeew, B, mental images that I do not need," Serena groaned in disgust. Blair really was picking up Chuck's predilection for sexual innuendos. While Serena couldn't help but like this new looseness in Blair, she was concerned about the other effects Chuck might be having on her best friend. So she pressed her further. "Are you sure you know what you're getting into with him, B? I mean, he is Chuck Bass. Who knows where that mouth has been?"

"Lately, it's been all over me," Blair quipped, her eyes half closing at the memory of Chuck sucking on her sex not twenty minutes before, bringing her to a shuddering orgasm all the more intense from knowing dozens of her classmates were milling outside. But Blair didn't really want to have a serious discussion about her...thing...with Chuck. It was just something easy, something she didn't have to think about. After being with Nate, she'd grown tired of having to think everything out – to analyse, scrutinise, in order to control. Blair didn't find herself worrying about the future with Chuck. She was too busy enjoying the present.

Serena scrunched up her nose again. But then she just laughed and shook her head, "Oh B, what has he done to you?"

Blair laughed too. "I don't know, S. He just makes me happy. I don't have to pretend with him. Everything with Nate was such a performance. Probably good practice for this show actually. Might be why I got the lead."

Serena smiled understandingly at her friend, before turning to Hazel and Penelope, who had arrived just in time to hear Blair's final words.

"Shame about the choices of male leads though," Penelope said bitchily. "Tres awkward playing opposite Nate, and having to hear him pretend he's in love with you, again." She smiled at Blair with false sympathy, but stretched the last word out so that her implication, that she personally doubted that Nate had ever loved Blair, would be clear.

Blair responded with an equally phony smile. "That's just the way it goes I guess. But the director obviously thought Nate was more convincing proclaiming his love to me than to you, hence the reason he made you my understudy."

Penelope bristled at the reminder that the part she coveted had gone to Blair, just as Blair had managed to claim the boyfriend and the position Penelope had always desired. Yet again she had been reduced to acting as Blair's understudy on stage, as well as in life. But Penelope also had the role of Carlotta, Christine's rival soprano at the Paris opera house. She tried to make the most of this fact, responding, "Carlotta's one of the great comedic characters of the theatre. Her lines often steal the show."

"What, all ten of them?" Blair innocently enquired. Penelope pressed her lips together, unable to form a witty retort. Blair smirked in satisfaction. "Don't worry P, I'm sure you'll be hysterical. I mean wearing that expression alone is sure to have them rolling in the aisles."

As Penelope continued to grimace as though someone had announced her credit card had been declined, Hazel, who was in the chorus, attempted to fill the breach.

"Well, you're going to have your work cut out for you doing scenes with Chuck Bass. Honestly, since when can Chuck act?" Hazel said snarkily, sneering at Chuck, hoping to win approval by heaping derision on a common enemy.

But instead of joining her in opining the choice of Chuck as a male lead, Blair turned to glare at Hazel. "Just because Chuck can't manage to act like he's at all interested any time you open your mouth, does not rule out his thespian abilities, Hazel. Dramatist that I am, even I have trouble some times," Blair snapped.

Hazel stared at Blair open-mouthed, unable to think of a suitable response to this bitchy put-down. She and Penelope were only spared further humiliation by the arrival of the director, Spencer Fielding. They used this as a face-saving excuse to turn their attention away from Blair and onto Spencer, a greying, fifty-something theatrical enthusiast with an affable manner and a partiality to brightly-coloured neckties.

Only Serena continued to stare at Blair contemplatively. When she'd first discovered at Thanksgiving that Blair had actually had sex with Chuck Bass, her initial assumption was that it had been some form of revenge for her and Nate. However, the last couple of weeks had forced her to re-adjust her assessment, as it was apparent that, for whatever reason, Blair enjoyed the company of the smarmy womaniser. At first Serena had decided that, after such a long and intense relationship with Nate, Blair must be feeling the need for a bit of casual, no-strings-attached fun. She could hardly blame her, considering Blair's fling was still actually pretty tame compared to her own past partying antics. But now Blair was obviously jumping to Chuck's defence at the least provocation. It made Serena wonder if she'd been wrong again, and Blair actually felt more for Chuck than she was letting on.

Serena couldn't imagine it. Even though Chuck had always hung out with them, to Serena he had always just been someone that they had to tolerate for Nate's sake. She had always just assumed that Blair felt the same way, but the more she reflected on the past the more Serena realised that she may have been mistaken. While Blair had never tired of telling Chuck he was heinous and disgusting when he made lewd suggestive remarks, Serena now realised that she had always said it with a smile. When Chuck got too drunk to go home at the end of a night, Blair always grumbled about having to take care of him, but did it anyway, even refusing Nate and Serena's offers to help, claiming they just got in her way. And while Nate and Serena appreciated it when Chuck managed to extricate them from the troublesome situations they sometimes found themselves in, it was Blair who relished the opportunity to conspire with someone who was as talented at it as she was.

Serena could not believe that she'd never realised the special bond the two shared. The princess and the playboy, the virgin and the lech – seemingly dissimilar , yet on closer inspection, eerily alike. Because while Blair might appear to the rest of the world to be the angel to Chuck's devil, underneath Serena knew Blair had a devil inside her too. But did Chuck have an angel disguised beneath his devil? Could he have a good side that only Blair was able to see? Or would he just break her heart if Serena allowed her friend to get in too deep? Unsure of whether she could trust Chuck Bass with her best friend's happiness, Serena was worried about Blair. But her ruminations were forced to end as Spencer clapped his hands to attract everyone's attention. He smiled benignly at the group, who for the most part stared blankly back.

"Right, well welcome everyone to the first rehearsal of the St Judes and Constance Billiards production of Andrew Lloyd Webber's Phantom of the Opera, a masterpiece of modern musical theatre. I am honoured to be directing this year's performance, as your school has an eminent reputation in the arena of the fine arts, and is particularly well-known for its stellar dramatic productions," Spencer squinted through his glasses at them, as if he wished to inspect the students to see if he could discern whether they did indeed measure up to their school's reputation.

"We have some hard work, as well as lots of fun, ahead of us. But today's session will not be too onerous. All I want to do this afternoon is open up the musical's story to a group discussion. I can answer any questions you might have about the plot or your respective parts, and hopefully beginning with this dialogue will help you develop a better sense of their characterisation, and how you can best embody them on stage."

Many of the students looked relieved that they would not yet be expected to run lines or work on the dance choreography. Blair immediately raised her hand.

"Yes, Miss Waldorf, would you like to start off our discussion?" Spencer asked ruefully, hoping it wasn't obvious that he was slightly intimidated by the show's leading lady.

Blair smiled graciously. "Yes. I have a question about my character, and the story's conclusion. I simply don't understand why Christine chooses Raoul over the Phantom at the end of the show."

Spencer spluttered. "Well...because she loves Raoul," he tried to explain, unable to see why anyone would fail to understand this fact, or imagine a different conclusion possible.

Blair raised her eyebrows sceptically, as if she thought the director did not have the least idea what he was talking about but she was too polite to say so. She did however make a small sound of incredulity.

Nate, upset that his character, who he envisioned as quite the romantic hero, seemed to be being disparaged, rushed to the defence of play's resolution. "Yeah, Christine loves Raoul," Nate affirmed. "Because they're childhood sweethearts." With this he looked meaningfully at Blair, hoping that she would melt and agree that there was no love like that of childhood sweethearts.

Blair continued to look unconvinced. Chuck grinned cheerfully, happy that Blair seemed unimpressed by Nate's argument, and that she obviously preferred the Phantom.

"Maybe that's why their relationship seems so flat and juvenile," Chuck countered. "It certainly comes across as pretty tame and one-dimensional compared to the fire Christine has with the Phantom. It's obvious that they're the couple with all the passion."

"Exactly," Blair agreed, silently revelling in the way Chuck's eyes seemed to bore into hers and darken with desire as he said the word 'passion'. "Plus Raoul comes across as a bit of a fop, to be honest," she said, delicately shrugging her shoulders.

Nate appeared even more wounded. "But the vicomte's the good guy. Of course Christine's going to end up with him. How could she ever choose the Phantom, with all the bad things he does? He's evil."

Blair shook her head slowly, as if carefully thinking over Nate's words. "I don't think so. He's not evil; just misunderstood."

Spencer stared at Blair in exasperation. "But you can't deny the horrible things the Phantom does. He blackmails the theatre owners, he gives Carlotta a potion that makes her lose her voice, he brings a chandelier crashing down on the stage – eventually he even commits murder."

Blair shrugged her shoulders, as though she thought this behaviour was hardly cause for concern. "He only does all those things to help Christine. The people he hurts are the ones that get into his and Christine's way. He has to do them, in order to make Christine a star." To Blair this all seemed perfectly reasonable.

Serena shook her head, long used to having to be a voice of moral reason when it came to Blair's skewered version of the appropriate way to deal with people. Blair's comments troubled Serena, as she was not unaware of the uncanny similarities that were becoming apparent between the musical's confused romance and Blair's own real life love triangle. Serena's concern was that Blair would apply the exact same logic to Chuck, ignoring his many faults and overall fondness for causing trouble simply because, much of the time, his manipulations were to her benefit.

"I don't think that's really a good enough excuse for what he does, B," Serena reproved critically. "Plus, besides everything else, he doesn't actually treat Christine very well. He kidnaps her, is madly jealous of her relationship with Raoul and tries to force Christine to end her engagement to him." Serena stared at Chuck rather pointedly, intimating that he had better beware because she would be ready if he failed to treat Blair well.

Chuck's eyes narrowed on his soon-to-be stepsister. "That's only because he loves Christine and wants her for himself. Obviously, her beauty is too powerful for him to resist," Chuck sent a smirk in Blair's direction and she felt herself tremor slightly. "Waldorf's right. It would be a much better story if she ended up with the Phantom."

Hazel interrupted the debate, failing to understand why no one was pointing out what to her seemed the plain facts behind the play's conclusion. "But the Phantom's all gross and scarred. He's basically a squatter underneath the theatre, living in a few disused rooms surrounded by a subterranean lake. Meanwhile Raoul's handsome and rich. Plus, he has social status. By marrying him, Christine becomes an aristocrat too. With the Phantom she'd just be an outcast."

Blair pondered this perspective. "I guess," she said. It didn't seem very romantic to her, but Hazel did raise some valid points.

Chuck scowled, displeased that Blair seemed to be acquiescing to Hazel's reasoning. It cut too close to his own insecurities about the reasons Blair might suddenly decide to ditch him and return to Nate, or someone like him. Chuck had money, but lacked Nate's social status and his overall respectability. Why choose to be with someone flawed whose reputation would unavoidably damage her own standing, when she could be with a handsome and perfect prince who could also offer her the security and prestige of the Vanderbilt name? Well, Chuck planned to give her a few reasons.

"She'll grow bored with the vicomte," Chuck bit out snidely. "The Phantom awakens her secret desires. They share a bond she'll never experience with Raoul. Only the Phantom can appreciate her talent, recognises in it something akin to his own as a composer. Both are dominated by their love of music, it allows them to connect artistically, emotionally," Chuck's voice grew husky as his eyes again found Blair's, "physically. The vicomte just treats her like a pretty doll he has fun playing with. I don't think he loves her at all. He hasn't been bothered about her for years, but then he sees her enjoying great success and being feted at the theatre and instantaneously rediscovers this ardour for her that has been dormant since they were children? He's obviously flaky. A few months into the marriage and he'll no doubt be distracted by someone else." Chuck grinned maliciously. "Probably a blonde."

The other students twittered, appreciating the rejoinder as nothing more than one of Chuck Bass's typically flippant, cynical suggestions. But Serena and Blair both glared at him, fully understanding the remark. Nate looked at his friend in surprise, unsure whether Chuck had meant to refer to the Sheppard Wedding incident or not, unable to comprehend why Chuck would purposefully bring up such a can of worms. Especially as Nate had just told him about his plan to try and win himself back into Blair's good graces.

Spencer cleared his throat, worried that the discussion might be veering a little off track. "Those are all interesting views," Spencer began, though his voice indicating he had not found their observations particularly interesting at all, "but I think we should accept that although Christine loves both Raoul and the Phantom, in the end she runs off with Raoul because it is he she truly cares for. She has no choice but to turn away from the Phantom, due to the darkness within him, rather than because of his external monstrosity or because of worldly considerations." Spencer said this with a sharp glance in Hazel's direction.

Serena caught the director's eye. "Do you think that the Phantom is redeemed by Christine's love?" she asked seriously.

Spencer smiled. Such a lovely, charming girl. "Yes, I think Christine's love for him, and more importantly, his love for her, changes him very powerfully in the end. It enables him to finally decide that her happiness means more to him than his own. Hence he allows Christine to escape with Raoul. That's real love and, yes, I think he is redeemed by it."

The students lapsed into silence, each lost in their own thoughts. Serena wondered how they could possibly survive the production of this play when it seemed to awaken such conflict due to the strange allegory it offered for her friends' own complex emotional lives. Nate wondered if he'd be able to convince Blair that he could be the romantic hero she needed both on and off stage. Blair wondered if it was possible that love really could redeem even the most damaged souls. And Chuck's stomach fluttered, because he had a sneaking suspicion that whatever was going on between himself and Blair, it was already changing him. But he'd be damned if he'd meekly stand aside and sacrifice his feelings so she could go off with someone else, even if she thought he'd make her happier. Chuck knew better, and he simply would not allow it.

I'm not sure if I'm just going to leave this as a one-shot or expand it into a multi-chapter fic. It will probably depend on what sort of feedback I get. I welcome suggestions about where it should be taken if you review and do want me to continue.