Disclaimer: Gossip Girl doesn't belong to me. (Unfortunately!) A/N: Hey all, I really loved the episode about Carol and Lily Rhodes when they were young, so I've decided to write a fic about them. (rewritten 5/08/12)

Valley Girls

Freedom

Lily looked out the bus window with Carol beside her. For the first time in ages she felt the call of freedom. The wind ruffled her hair and she looked eagerly toward her future, one she was free to make without any judgement made by her parents.

"You know, now you're staying, you're going to need to get a job?" Carol said, reapplying her lipstick with her pocket mirror.

"Could you put a good word in at the diner?" Lily's eyes grew big and round. Carol remembered that look only too well – the same one, pleading for her to have second helping of ice-cream or wanting to play with her barbies... Carol ran a hand through her dark hair with a sigh.

"Well I suppose I could do that. You have to work hard though?"

"Oh I will!" Carol shook her head at Lily's eagerness. "Ok, well the apartment is near work, so may as well go straight there first and then we'll see if they have any shifts for you."

"Oh thanks Carol, you're the best, really."

"I haven't heard you say that in a while." Carol replied softly.

"I know," Lily paused, "I should have called more..."

"I should have too, I'm sorry, things have been...well you saw." Carol rolled her eyes.

Lily smiled, "Yes, crazy would be an appropriate term. So what did happen between you and Shep?"

Carol pressed the bell and pulled her sister after her. Once off the bus she explained. "Ok ok, we kind of kissed ONCE, and we're friends but he ALWAYS refers to me as 'his girl' and it's so annoying!"

"I think it's sweet."

"You would. What about you and Owen? I saw you guys busting a move last night? Kissy Kissy kissy!" Carol teased. Lily turned away flushing. "Always, the same, Lily," Carol said hugging her sister. "Did I mention how good it is to have you? I've missed you!" Lily nodded. "Well you can tell me the juicy details later. First let's get you inside and out of those clothes., then I'll get you that job."

Lily followed Carol into Bill's diner, shrinking against the backdrop as people stared. Her rock outfit she borrowed from Carol was crumpled and smelt like vomit. Her hair was a mess and she couldn't wait to get back into her own clothes, though she wasn't sure if the old Lily would be rejoining them.

Lily thought of Owen whom she had stuck up for that night. He was something, certainly. Her mother would definitely not approve, but then that's why she was there, wasn't she? To rebel; to see Carol and to forget her past? She wanted to be more like Carol.

And they had almost kissed. At least she thought they might have but perhaps it was just the light or because they had had too much to drink; perhaps they both had just swayed to the music and it looked like they were edging closer and closer towards something... Lily had never felt that way about anyone. She wished she had had enough nerve to kiss him then.

"Lily?" Carol and Lily turned to see Owen smirking at them.

Carol elbowed Lily. "I'll be right back, seeing if Bill is in."

"Hi," Lily said brightly. Her stomach flipped when it looked like he was going to hug her and then he thought better of it. "So, Carol bailed you out?" Lily nodded, her mother had not been pleased to hear that her youngest had followed in Carol's footsteps and landed herself in gaol. Somehow Lily just wanted to prove she could survive on her own, and not have to depend on her parents, or their fortune. She just wanted to live life without the rules and restrictions.

"Yes, she had to sell her car! How are you?" Owen shrugged; he still seemed pleased to see her though he was trying not to show it. Owen took her by the arm (Lily's butterflies bombarded her stomach) and showed her Carol's locker room. Thankfully it was empty. She was gladly looking forward to changing into something more comfortable.

Lily started un buttoning her shirt, while Owen raised his eyebrows and she told him to turn around!

Owen laughed, turning to face the door.

"What does one wear to an interview?" Lily asked nervously.

This news seemed to startle Owen and he said quickly, "You're applying here?"

"Why, don't you think I'd be a good waitress?"

"I think you'd be great, it was just-" And Owen turned around to witness her pulling off her shoes, black fishnets and skirt so that he admired her standing in her underwear. She looked up to see him hesitate and yelled his name, covering up hastily. He didn't care. "Guess I'll be seeing more of you then." She glared at him, and he turned around again with a sigh.

Lily tried to change the subject, "So, can you tell me how Carol met Shep?"

Owen laughed, "You know the Shelter? Well, it was there. Carol and I had finished work - and Shep's my best mate so after a few drinks he gathered enough courage to ask her to dance and they kissed. Shep's been chasing her ever since."

"He seems nice." Lily said, pulling up on grey pants. When she pulled on her t-shirt she slammed her arm against the locker door and let out a loud cry, as it really hurt. Why was she cursed with being so un-co? Owen seemed to find this hilarious and she glared at him, thinking it must have been the atmosphere last night that made him so attractive, because now he was getting on her nerves.

"Stop laughing!" She said crossly.

She should have been more concerned on where his hands were. He apologised but didn't look sorry at all and she told him to shut up and he did, but he took her bashed hand in his and studied it carefully. It wasn't badly hurt at all. Lily liked the feel of Owen's hands on her skin and tried to think of something else.

"Your shirt's on backwards." Owen murmured, failing to suppress his laughter. Lily was already embarrassed and now she had to put her shirt on backwards! She had never had this much trouble getting changed before. She wondered if Carol was having any luck at getting her a job, and then she was completely distracted as his both hands pulled off her shirt.

He was surprised to see something other than frustration in her eyes. His fringe touched her forehead and her shirt fell limply to the ground where neither noticed it.

Lily could see his eyes clearly, they were fierce and dark and she felt the butterflies rear again. This time ignoring her better judgement, and not caring if Carol or the Manager walked in on them, she stood on tip toe and pressed her lips against his. He responded eagerly, kissing her back and then they fell back against the locker with a loud thud.

She held onto his waist; her hands travelling over his chest and how easy it would be to rip that black t-shirt over his head. His thumbs circled her hips. She wrapped her arms around his neck, so to keep herself steady and gripped his thick hair which he seemed to like because a satisfied moan escaped his lips. She didn't realise how much time had passed, and only looked up when there was a noise outside.

Owen was still in a trance, letting her go. "I better finish getting dressed," She wiped the lipstick off his mouth still dazed after their make-out session and watched as he murmured something about going back to work, before they noticed him missing. Lily changed into a pair of comfy shoes, fixed up her hair to the best of her ability and went to find Carol.

"Where have you been?" Carol asked when Lily seated herself in the cubicle beside her sister.

A bearded man, with dark glasses sat there, he was looking between the two sisters silently. Lily glanced over at Owen who was wiping the counter down grinning to himself. "Just changing."

"Well, Bill – this is my sister and she'd greatly appreciate a job."

Bill looked her up and down, making Lily feel like a mannequin in a window. "Well, we could always use more wait-staff, I guess."

Carol leaned forward. "Great, when can she start?"

Bill smiled, "Tonight. Owen, tell Jason to plate up some bacon and eggs! These gals look mighty thin."

"Oh thank you!" Lily said, "I won't let you down."

"I'm sure you won't love. Now Carol, tell me what happened last night, something about crashing Keith Van Der Woodsen's party and landing my boy, Owen in gaol?"

Carol glared at Owen suddenly, "Owen did you blab to Bill?"

Owen raised his hands in the air. Owen gave her a wink before fetching the bacon and eggs.

"Where's my girl?"

"She's not YOUR girl!" Owen, Lily and Bill said in chorus as Shep came striding in, grinning broadly.

Shep sat down at the table and sipped Carol's drink. Lily took a mouthful of scrambled egg, her eyes were like magnets, drifting over to Owen, who was still watching her as if in a trance, remembering the feel of her lips against his and what might have happened if they hadn't have been interrupted.

Lily was already enjoying Carol's world and how different it was to her own. She liked Carol's friends and her new workplace and she knew she would catch on fast. She also liked Owen very much and liked that her mother had no business in her life or who she allowed in it. It was a good feeling being free.

A/N: Hope you all enjoyed that! Reviews welcome.