Author's notes: The first chapter is M, the rest will be T.

An Affair To Remember

Chapter 1: When It All Started Again.

Lily finally managed to get herself off the ground after talking to Chuck. How could she of been such a fool as to believe Bart Bass would actually commit to one person. She took a deep breath and shook her head walking out of the courtyard of the Plaza to hail a cab. She got in the cab telling the driver where to go as she leaned her head back against the seat. She needed to clear her head and be with someone she could be herself around, not someone she had to fake a smile for. She stopped the cab for a minute to go and get some wine. She was in definite need for it and felt rude to show up empty handed again. She got back in the cab again and stared out the window as the cab took her to her destination. She let her mind drift to when everything was easy and she was truly happy; when she was with Rufus.

The cab stopped and she got out. She walked up to the door and took a deep breath before opening it. She walked in and saw him standing on a ladder, sweeping the ceiling. She was slightly amused.

"Well this is a new strain of obsessive compulsive," she stated.

"The art piece projects up to the ceiling," Rufus said in response.

"Oh, still doing anything to get a girl on her back?" She smirked, remembering what she was thinking about in the cab.

He sighed and got off the ladder, walking over to her. "What are you doing here Lil?"

"Oh… ah…" She looked away.

He cut her off. "Let me ask you the question another way, did you break up with Bart again?"

She looked him in the eyes and sighed. "Well, what did I do to deserve such a thorny welcome?"

"I'm sorry…" He shook his head. "I don't know what to do about my marriage, and you showing up here randomly and often doesn't make figuring that out any easier."

She swallowed hard and started to turn around, "I'm sorry I bothered you, really."

"Lil… wait," she slowly turned back around. "If you want to see the installation I could really use the company."

"Well I don't want to be in your way." She shook her head.

"Since when Van der Woodsen?" He smiled at her.

She smiled back softly. "Well I brought wine." She held up the bottle.

"Scared that whatever I have is too cheap?" He smirked.

"Maybe…" she started walking past him to the middle of the room, "and maybe I just wanted to be nice." She turned around and grinned at him.

"Oh…" He laughed softly. "I didn't realize Lily Van der Woodsen wanted to be nice." He joked.

"Oh shut up Rufus," she rolled her eyes. "Do you have glasses for this or not?" She leaned all her weight on one foot and held up the bottle with a raised eyebrow.

"And now we're back to Lily, you had me worried for a moment." He laughed and went to the back to get a couple of glasses, a corkscrew and a chair for her to sit in. He came back and handed her a glass before setting her chair down.

"Thank you," she gave him a sideways smile.

"Mmhmm…" He smirked, taking the bottle from her. He uncorked it and poured both of them a glass, then set the bottle on the ground by her chair.

She went and sat down on the chair, moving around to get comfortable.

"The chair not good enough Lil?" He laughed softly.

"I'm fine," she rolled her eyes, "Just trying to get comfortable is all."

He laughed softly and took a drink of the wine before setting it down to pick up the broom. "That's really good Lil, thank you for bringing it." He smiled at her before getting back on the ladder.

"Well of course it is," she grinned, "But your welcome." She took a sip of her wine and looked up at him, her eyes moving up his body. She sighed and sat back, taking another generous sip.

"So what made you travel all the way to Brooklyn to see me?" He looked back at her.

"Oh you know…" She trailed off finishing her glass of wine, reaching for the bottle to refill her glass.

"Mm… no," he grinned. "Why don't you tell me?" He got off the ladder and moved it to another spot.

"Well… Bart cheated on me… again" she sighed.

"I'm sorry," he sighed climbing back up the ladder.

"Yeah…" Her eyes moved back up his body, stopping when they landed on his ass. "Mm…" she sat back in her chair, taking another sip.

"What?" He turned around to look at her.

She shook her head out of her daze and cleared her voice, "I just said um… um… you know what? I don't want to talk about it. He was a fling, nothing more, nothing less."

"Ok…" He laughed softly to himself knowing full well she was staring at his ass.

She bit her lip hoping he didn't catch her. She closed her eyes and shook her head laughing softly to herself. What was she doing? She thought. He finished and put the ladder away.

"Are you ok?" He smiled, looking at her.

"Yeah… yeah I'm good." She smiled up at him. "But… you are behind," She reached over and handed him his glass."

"Oh right…" He laughed. "Well I was working, while you were sitting on your butt." He emphasized 'butt' to let her know he caught her. He smirked at her while he took a generous sip.

"Oh you think you're so cute…" She rolled her eyes, nervously tapping her foot.

"So…" he changed the subject, "I'm a little hungry, do you want anything?"

"Sure." She nodded.

"Chinese?"

"That sounds good." She smiled softly, "Just don't forget…

He cut her off, "the egg rolls… yeah I know Lil." He grinned at her.

"I forget you know me so well sometimes." She grinned at him taking another sip.

"Yeah well it's hard to forget after being with someone for so long." He looked away and took another sip before pulling out his phone to order the food.

She bit the inside of her lip and swirled her wine around before taking another sip as she watched him talk on the phone. She felt so comfortable around him; it was relaxing she thought. He finished his phone call and turned to her.

"It'll be around a half an hour till they are here."

"Ok." She nodded. "Do you need any help?" she looked over at the things he had to set up.

"Yeah… sure, I just need to set the projector up but there are blankets and pillows in the back if you want to go get them."

"Ok," She smiled and set her glass down, before getting up. She walked into the back storage room, looking around at everything in there.

Rufus started setting everything up. Lily walked around looking through all the art pieces. There looked to be around ten photographs hidden in the corner of the room, she walked over to take a closer look. When she looked through them her hand came up to cover her mouth.

"Oh my god… Rufus…" She said quietly, she was shocked and extremely touched.

She couldn't believe he had kept all her photos, after all this time. She took her time looking through them, smiling as she did. She stopped when she got to the last photo, it wasn't one she had taken. It was her favorite photo of the two of them; one their friend John took of them. She had been asking Rufus to get it blown up for months before she left. She sighed, touching his face with the tips of her fingers.

"Lil?" Rufus called out. He was done setting up and was wondering what was taking her so long.

"I'll be right out…" She yelled and grabbed the pillows and blankets, going back out to him.

She came back in the room, her arms full of pillows and blankets. He laughed softly.

"Here give them to me."

She smiled handing them over to him, his hands touched her arms and brushed against her hands as he took them. She felt a shock go through her body and her breath became hitched. She immediately looked up at his face, their eyes locked and she knew it was happening again. She was falling for Rufus Humphrey, and she was falling hard.

He smiled and moved to lay them out on the ground. She bit her lip looking at him. She took a deep breath to calm herself down before walking over to help him lay out the blankets and pillows.

When they were done, he moved their wine glasses over to where Lily had sat down. There was a knock at the door and he went to go get the food. He came back and sat down next to her before he started pulling containers out.

"Here is your egg rolls," he handed her the carton.

"Thank you," she took it from him smiling softly.

He smiled at her and lightly bit his lip as he looked down opening the cartons. He found the orange chicken and picked up his chopsticks, taking a bite. She took a bite of her egg roll as well and swallowed before talking.

"Good?" She asked.

"Yes very." He took another bite.

"You and your orange chicken…" She laughed softy looking down to take another bite as she thought back to her and Rufus. They used to get Chinese food once a week; they would always order the same things. She would have to have her egg rolls and he would have to have his orange chicken. She smiled softly at the memory, reaching for her glass.

He looked at her and smiled. "What?"

"Oh nothing…" she shook her head and took a sip.

"What are you thinking?" He opened the pot stickers and took one out.

"Oh um…" She looked up at him, "just about us all those years ago."

"Really?" He grinned, biting into his pot sticker.

"Well… our Chinese nights…" She got the chow mein.

"Ah…" he smiled softly thinking back.

When they weren't on tour; every Sunday they would stay in bed all day. They liked having at least one day to themselves where they could just talk, relax and have sex without being interrupted by one of the band members. All three things were a luxury to get to do alone if they were on tour. There was a Chinese place a block away that delivered, they always ordered from there on those days.

"Open your mouth…" he got a piece of chicken and held it to her lips with his chopsticks.

She smirked and did as he asked taking a bite. "Mm… very good." She smiled as she swallowed.

He took a sip of his wine and leaned back on his hand. She got an egg roll.

"Ok your turn," She held up the last bite of hers to his lips.

He smiled and leaned forward, locking his eyes with hers. He slightly opened his mouth, his lips touching the tips of her fingers as he took a bite. "Same as I remember," he smiled and picked up his glass finishing it off.

Her breathing increased again and she unconsciously touched her fingertips to her lips. He watched her and bit his lip, as he subconsciously moved in closer feeling the oxygen leaving the room. She saw him move closer and did the same. Their lips were centimeters apart, she felt his breath against the soft skin of her lips before he closed the distance. The kiss sent a shock through her body as the passion increased; she moved a hand to the back of his head pulling him closer. They slightly parted their lips, his tongue barely touching hers for a minute before he deepened the kiss. She moaned softly in his mouth as he weaved his fingers through her hair. A minute later she pulled back to catch her breath, she opened her eyes slowly. He opened his eyes as well and looked at her, his chest pounding.

"That… that was…"

"Yeah…" Lily cut him off and reached for her wine.

He refilled his class and gulped down half of it before setting it back down. "Ok… um… are you done with your food?"

She nodded, drinking more of her wine. He pressed his lips together and started to put everything away. Lily sat watching him clean up as her mind went back to that kiss. Rufus stood up and took their food to the trash. He came back and looked at her.

"Are you ok?"

She broke out of her daze and blinked a couple times before looking at him. "Yeah… I'm fine."

"Do you want to see the new piece?"

She nodded and set her glass down so she could lay down, her head on the pillows. He turned on the projector and turned off the lights before moving to lie down next to her.

"This is beautiful…" She said quietly.

"It is isn't it?" He looked over at her.

She felt his eyes on her and slowly turned her head to look at him. He took her hand and squeezed it softly before turning to look at the ceiling again. She turned her head back too and swallowed hard before talking.

"Remember the first time we did this?"

"Did what?" He looked over at her. "Lay on the ground and look at the stars?"

She nodded. "I mean they were real stars and it was grass but… it's still sort of the same."

He smiled and turned back. "Of course I remember… I remember a lot of things." He rubbed his thumb against her hand.

She held his hand tighter and moved closer, leaning her head on his shoulder. He turned his head and kissed the top of her head, before leaning his head against hers. After a few minutes she looked up at him and bit her lip. They looked in each other's eyes for a minute before he kissed her again. She kissed him back slowly and turned her body towards him. He draped his hand over her waist and pulled her closer as he moved to lay on his side. She rubbed her thumb gently against his cheek before moving her hand to the back of his head. He moaned against her lips and deepened the kiss.

This time neither of them broke the kiss; Rufus pulled her on top of him as he rolled on his back. Lily put an elbow on each side of his head, brushing the hair out of his face as she kissed him. He moved his hands down her back and rested them on her hips. She moved a leg in between his as he bent one knee. He slowly started to trail his hands under the back of her shirt, his fingertips lightly touching her skin. She moaned softly against his lips and started slowly moving against him.

"Lil…" he breathed?"

She pulled back and looked at him. "Hmm?"

"Can I?" He tugged at the hem of her shirt.

"Yes," she breathed against his lips kissing him hungrily.

He slowly pulled her shirt up, letting his hands run along her sides. She sat up, moving a leg on either side of him as she lifted her arms up. He pulled it off and looked up at her face. She smiled down at him and started to unbutton his shirt, running her hands up and down his chest when she was finished. He moaned softly and flipped them over so he was on top. She pushed his shirt off his shoulders and leaned up to kiss him. He deepened the kiss as he reached one hand behind her and unhooked her bra, pulling back so he could take it off. He straddled her and pinned her hands above her head, interlacing their fingers as he leaned down to kiss her passionately. He slowly started moving his hands down her arms and pulled back to look at her. She bit her lip as she looked at where his eyes were traveling. He leaned back down, his lips lightly touching hers.

"You're so beautiful Lil…" he breathed against her lips before kissing along her jaw and down her neck. She smiled softly kissing his shoulder. He kissed along her collarbone and left open mouth kisses along her chest.

"Mm… Rufus…" She moaned softly, her hands tangling in his hair.

He sucked softly on her skin before moving down along her stomach. He swirled his tongue around her navel before he continued kissing down to her jeans. He kneeled in between her legs and took one of her legs and pushed it toward her chest so he could take her heel off. He rubbed the arch of her foot with his thumb before putting her leg back down.

She smiled up at him, remembering how he was when they were together. He wasn't like most guys she had been with. He was caring and thoughtful and didn't just think about himself and what he needed.

He saw her smiling at him and couldn't help but smile back. He was so in love with her, he knew he had never really fallen out of love with her. He took her other leg doing the same before he undid her pants and slowly pulled them over her hips and down her legs, his fingertips brushing over her skin the whole way. She shivered and moaned softly. Once he got them off he let his eyes slowly move up her body, taking everything in. Everything he missed about her, everything that changed, and everything that was exactly the same. After all these years she was still so breathtakingly beautiful to him.

She smiled big up at him, moving her hands down his chest to his jeans, she undid his pants and pushed them down as far as she could before using her feet to get them off. He smiled brushing his lips against hers. She kissed him slowly as she ran her hands up and down his back. She moved her hands under his boxers, squeezing his ass.

He moaned against her lips, "You and my butt…" he laughed softly.

"I like your butt," She smiled squeezing it again as she nuzzled her face in his neck, sucking his skin softly.

She pushed his boxers off him and ran her hands up and down his sides. He kissed her temple and managed to get her underwear off, wrapping her leg around his waist. He turned her head to kiss her passionately as he entered her.

"Oh…" She gasped, tightly clinging to him. She bent her free leg and opened her eyes as she continued to kiss him.

He started making slow thrusts, hitting her deeper each time. She moved her hips up to meet his thrusts, her breathing increasing as her pleasure did. He rested his forehead against hers still staring in her eyes, he held her tight in his arms as he made firmer thrusts.

"Oh God… Rufus…" She moaned loudly as she arched into him, her head thrown back.

He kissed along her neck, moaning against her skin as he increased his pace. He moved his hands to her breasts, his thumbs rubbing over her nipples before massaging them softly. He moaned loudly in her ear, kissing below it.

"Oh… yes!" She shivered and moved a hand back to his ass pushing him deeper.

"Lily… oh Lil…" He moved a hand in between her legs, stroking her softly, knowing she was close.

"Rufus!" Her hips thrusted up hard against his in pleasure. She kissed him fiercely, one hand resting on his back.

He increased his pace that he rubbed her clit to match his thrusts. He moaned louder against her lips as he felt her clenching hard around him. He pulled almost all the way out and thrusted in as hard as he could, with that she was gone.

"Rufus! Rufus… Rufus... Rufus…" She moaned over and over again against his lips as she came, her nails digging into his back.

He came undone at the same time, pulling her tighter to him. "Oh god… yes Lily!" He cried out.

Their breathing was heavy, their chests pounding against each other's as they looked in each other's eyes.

"Wow…" was all Lily could get out.

Rufus rolled to her side and nodded. "Wow…" he repeated as he looked over at her.

She turned her head and smiled at him, her breathing starting to return to normal. He leaned over and kissed her softly. She moved to pull the blanket up over them as she laid her head on his chest.

"Mm…" He smiled.

She looked up at him. "I guess this art piece really worked."

"What?" he laughed.

"It got me on my back," she smirked.

He laughed and kissed her. "Yeah I guess it did."

"Lets get some sleep…" she yawned.

He nodded. "Goodnight Lil."

"Goodnight Rufus," she kissed him softly before laying her head back on his chest.

They both slowly drifted to sleep with smiles on their faces, thinking about each other.