Based on GG 3x13 "The Hurt Locket." I decided to re-write the ending & get rid of that Holland bitch. Enjoy! :)

"Why don't you just tell me exactly what happened. And Lil, I'm not interested in any more lies," Rufus said. His eyes were cold, but she could see he was more hurt and sad than angry.

She hesitated. "I… I was going to tell you, but then I got the call about Serena's accident, and then you left for your ski trip…"

"Lil, you spent the night in your ex-husband's hotel room. Why?"

"I was exhausted and scared. My mother was sick, and I thought she was going to die. He's a doctor. He knows people that could help her," Lily said calmly, trying to justify her actions.

"I already know Cece got better months before you came home. The only thing I don't understand is why you're lying to me."

"What do you want me to say?"

"That I wasn't home, taking care of our kids while you were with him. Please, just tell me you didn't sleep with your ex-husband."

"I didn't sleep with him. We kissed, but that was it. And it didn't mean anything, I swear," Lily said, her eyes pleading, despite her calm manner. "William and I…"

"Well, you sure are building a lot of lies around it. Must have been a hell of a kiss," Rufus interrupted angrily.

"I promise, it meant nothing."

"We were engaged. It meant something to me." He stood up, and for the first time during the conversation, Lily was truly scared.

'Where are you going?"

"I think I need some time to figure this out – away from you."

He turned and walked towards the elevator. Lily jumped up from the couch, her poise forgotten.

"Wait, Rufus, please come back home so we can…" she heard the elevator open and then close. "… so we can work this out."

Lily sighed and fell back down on the couch, downing the rest of her glass of wine. She set it on the coffee table and leaned forward, letting her head fall into her hands. She groaned. Why had she let him get away? She loved Rufus will all her heart, more than she had ever loved anyone, but no matter how much she wanted to, she could never fully open up to him.

She knew, and accepted, that it was her fault. Almost all the problems in their relationship had to do with her childlike fear of opening up. She had always felt that vulnerability was a flaw; have too much of it and you are perceived as weak. But if she couldn't be vulnerable to the only person she wanted to be with, the only man she ever truly loved, then she would have to open up and let him read her like a book.

If she could just get Rufus to stay the night and talk to her, maybe she had a chance to fix this. She ran to the elevator, despite her bare feet, and hit the lobby button, wringing her hands with anxiety. It felt like ages before the elevator opened to the almost empty lobby, but in reality it had probably been less than a minute.

"Vanya!," she called, seeing the kindhearted Belarusian doorman. "Have you seen Rufus?"

"Mr. Humphrey just left," Vanya said. He looked worried. "Why? Is everything okay?"

"Maybe," Lily said distractedly, her eyes scanning the street in front of the building through the glass doors. "Did he take a cab?"

"I did not hail him one," Vanya said, shaking his head. "He went right, is all I know."

"Oh, thank you, Vanya," Lily said gratefully. She ran to the doors and pulled them open. The second her bare feet hit the cold cement, she whispered a few curse words under her breath that even she was surprised to hear coming from her own mouth. She turned right and started to walk quickly, glad that at least she was wearing a coat. She saw Rufus's scarf and started to run, calling his name.

"Rufus!"

He turned around and saw her running. He was extremely puzzled, as anyone who saw Lily Van Der Woodsen/Bass/Humphrey in her bare feet on a New York sidewalk, running, would be.

"Lil," he said in confusion when she finally caught up to him. "What are you doing?"

She was panting slightly. "I screwed up, Rufus. I always do, and I'm so sorry. I know everything there is to know about you, and there are huge parts of me you've never seen. I know when we got married, I promised to be more open, and I'm so sorry I haven't lived up to that promise. Please, just stay the night and talk to me."

Rufus was stunned. Lily wasn't a bitch, by any means, but admitting she made a mistake? This was certainly one of those parts of Lily he hadn't seen yet. He looked at her feet.

"Yes," he said. She smiled, starting to shiver. "I'll stay." He gave her a bit of a half-smile, the picked her up, swinging her into his arms fireman-style.

"Rufus!," she shrieked, laughing a little bit. "What are you doing?"

"We can't talk if you're hospitalized for frostbitten feet," he said, a little of that Rufus Humphrey sparkle coming back to his eyes. She smiled and nodded, and then they stayed silent until the elevator stopped at the apartment. He gently set her on her feet in front of the 'Prada Marfa' poster and followed her upstairs to their bedroom.

Lily sat down on the bed and took Rufus's hands in hers, pulling him to sit in front of her on the bed. She took a deep breath.

"Rufus, I was with William because…." She felt a lump in her throat and tried to ignore it. "Because I'm sick. Or at least I was." Tears formed in the corner of her eyes and she tried to keep them there. Rufus looked stunned.

"What? Lil…"

"It wasn't Cece who was being treated for cancer, it was me. I wasn't even with her most of the summer," Lily confessed, the truth spilling out like the tears that were running down her face. Rufus's sad and worried face was heartbreaking to look at, it made her cry a little harder.

"I only went to him because he is an excellent doctor, and I didn't want to worry you or our family. I couldn't get treated here in the city." She let go of one of Rufus's hands, wiping tears from her eyes. "I am so sorry."

"Shh, it's okay," Rufus said, pulling her into his arms and hugging her. He held her close and buried his face in her soft blonde hair, trying to decide whether to ask more questions or just let her cry it out. He had seen Lily cry before, but he had a feeling he was one of the only people who had seen it this bad.

"Oh Rufus, I'm sorry for being such a mess," Lily said, wiping tears out of her eyes and pulling back to look at him. He used his thumb to wipe away her last few tears, and she smiled weakly.

"It's okay, Lil. It shows that you're opening up, and I am willing to work on that with you."

"Thank you, Rufus. I honestly don't know what I would ever do without you," Lily said, wrapping her arms around his neck and kissing him gently. He smiled and kissed back.

"Lil, I'm sorry for being so quick to judge," Rufus said, stroking her hair. She nodded.

"It's okay," she said softly. "I'm sorry for not being a trusting wife. I should tell you things when they happen, not tiptoe around you until they come out."

Rufus nodded and kissed her again.

"I love you. I have for 20 years, and I will for the rest of our lives. "

"I love you too, my darling," Lily said, stealing one more kiss before lying down on the bed. Rufus smiled and snuggled in next to her. She rested her head on Rufus's shoulder and pulled the comforter over both of them. They laid there and talked quietly for a while, until Rufus felt Lily fall asleep in his arms.

He wondered if it was something he did or said that led to Lily not telling him she was sick. He knew she liked to be independent, and didn't want anyone to think she was weak or helpless. Lily's public image was very important to her, and many snobby Upper East Side women already disapproved of her for the way she "let" Serena behave (which was unfair – Serena did what she wanted, and she was 18 now) and how many ex-husbands she had. But although Lily cared what other people thought, she cared what she thought of herself the most. Rufus knew her well enough to know that she could be incredibly insecure at times, and when things happened in life, whether it be Eric's suicide attempt or Serena's recent car accident, Lily usually decided it was her fault for not being a good mother, almost immediately taking the blame, no matter what.

He admired that, because it was a sign of how much she truly adored her children. But he was worried she would blame herself for every little thing until she couldn't take it any more. Lily was afraid of many things, her own faults included, and he didn't want to see her fears undo her. She was so incredibly caring, which was one of the best things about her. But he had never known anyone so caring it became bad for them.

Lily spent so much time trying to protect her heart that she never truly let anyone in, besides Rufus. He decided that he was going to change that. He would protect Lily from everything, even if sometimes he had to protect her from herself. He didn't want her to feel that paralyzing feeling of insecurity and pain anymore. Everything that happened to the people they cared about was not her fault, and it was time for the weight to be lifted off of her shoulder. And before Rufus fell asleep, he vowed to take that weight away. His and Lily's love had survived 20 years, and he planned on it surviving for the rest of their lives.