Title: Breathless.

Fandom: Gossip Girl.

Rating: K+

Genre: General/Romance.

Characters: Lily and Rufus, with some Bart Bass.

Pairings: Lily/Rufus, mentions of Lily/Bart.

Warnings: None.

Spoilers: Some for A Handmaiden's Tale (episode six).

Disclaimer: Yes, I own Gossip Girl. I'm also the Queen of England and own a very large palace in London. -rolls eyes- So, no, nothing's mine.

Summary: Basically what could've happened had the scene been extended. After Rufus walks out of the Waldorf's penthouse, Lily follows him, and they talk. It's better than it sounds. You pretty much have to ignore everything that happens in the episodes following this one, by the way, it's just like an alternate ending that never happened (but, in my opinion, SO should have!). Sorry if there are any mistakes, I read it through but only quickly. :)

A/N: New fandom, new story. :) My first attempt at Gossip Girl, so I hope you like. Please review.

YOUKNOWYOULOVEME..XOXO..GOSSIPGIRL

Lily van der Woodsen wasn't really sure what she was doing. She stared at Bart Bass, trying her hardest to listen to what he was saying, but it was pretty much impossible. She knew what he was telling her was probably something she needed to hear, but she couldn't concentrate. Her mind wandered back to earlier that evening, when Rufus had kissed her. She couldn't deny it had felt amazing; even though she'd been with Bart for a while, he'd never kissed her and left her feeling the way Rufus had. It was kind of scary, that after everything that had happened between the two of them in the past, that he could still have that affect on her.

She glanced back over to where she'd been talking to Rufus a few minutes ago, hoping the look wouldn't be too obvious to Bart, but Rufus was no longer there. She frowned, realizing he'd left without saying goodbye. She turned back to Bart, still unable to concentrate on what he was saying, and sighed.

"Sorry, I have to go," she said, turning to walk away, but he grabbed her arm before she could take the first step.

"Wait, Lily, let me finish." His eyes locked with hers, begging her to stay. He needed her to hear this from him, rather than through gossip.

Lily rolled her eyes. "Fine, but be quick, I need to be somewhere."

Bart nodded and took a deep breath, before continuing what he was saying before.

XOXO..GOSSIPGIRL

It didn't matter how many times Rufus Humphrey told himself he should've known better, it still didn't sink in. As he watched the city flash by outside the cab window, he couldn't stop thinking about what he'd done. What was he thinking, kissing Lily van der Woodsen? Sure, they had a history, but that was long ago and now they were just friends, if that. He'd seen the way she looked at Bart Bass, and how hurt she'd been when he arrived with that girl, for she could only be called a girl. He knew the reason he'd kissed her wasn't just to make Bart jealous. He'd needed that extra push after finding out about Alison, and Lily had so happened to be there to help him.

Rufus ran a hand over his face and sighed. Yes, he'd messed up, but he wouldn't let that hold him back. The two of them could still be friends, or whatever they wanted to call it, and they never had to speak of this evening again. She could go on believing that the kiss was to help her get back at Bart, and he could go on moping over his wife. Yes, he thought to himself, that would work just fine.

He looked up when he felt the cab come to a halt, and the driver turned around, his hand open waiting to receive the fare. Rufus pulled out his keys and wallet, stuffed some bills into the hand and stepped out into the cool, New York air. He heard the cab drive off, but didn't make a move to walk up the steps to his apartment. He moved the keys around in his hand, took a deep breath, and finally started towards the door. Once inside, he dropped his keys and wallet onto the coffee table before moving into the bedroom to change into something a little more comfortable than the rented tux.

XOXO..GOSSIPGIRL

Lily continued to stare at Bart for a few moments after he'd stopped speaking, letting the words sink in. Surely he wasn't serious? This had to be some kind of messed up joke, but the sincerity in his eyes only told her it was, in fact, the truth. She shook her head, and finally looked away from him.

"You're unbelievable, you know that?" She crossed her arms across her chest, shutting herself off from him.

Bart didn't reply. Instead, he turned his head to the side, his eyes wandering over to the blonde beauty who'd accompanied him to the party. He knew all along his head was telling him that Lily would never agree to his suggestion, but something in his heart wanted to prove his head wrong. He turned back to face Lily, hoping that maybe she'd changed her mind.

"Lily..." he trailed off as she glanced at him again, her eyes piercing.

"No. Just don't." She uncrossed her arms and brushed down her dress, suddenly feeling like she'd done something wrong in being so close to him.

He watched as she took a step back, and he knew better than to try and stop her, instead letting her walk away towards the elevator. Once inside, she clicked the button to get her to the ground floor, but didn't turn back to face the door and Bart. Once the ring sounded alerting her she was ready to get off, she spun around and ran out of the building, jumping into the first cab she saw and blurting out Rufus's address, telling the driver for the whole journey to drive faster. She arrived at the building what felt to her like hours later, but was only five minutes in reality, and threw some money at the driver, not really caring that she'd probably paid almost ten times the actual fare. She ran up the steps and knocked desperately, hoping that he'd be in and answer.

Rufus looked up when he heard the knock, but didn't rush to open it, expecting it to be nobody important. When he saw Lily, he smiled slightly, remembering what had happened earlier that night, but the smile dropped when the memory of her leaving him for Bart came back.

"What are you doing here, Lily?" he asked.

She shrugged, suddenly realizing she hadn't prepared what she was going to say. Usually she'd have everything planned out, but this time it was different. She'd just rushed straight here from the Waldorf's penthouse, thinking only about what Bart had said and how desperate she was to see Rufus.

"Why didn't you say goodbye?" she said finally, ignoring his question.

He frowned. "I didn't think it would make any difference. I mean, you seemed okay leaving me to go and talk to him," he replied.

"But why didn't you wait? Our conversation wasn't over."

"It wasn't?" Rufus questioned. As far as he remembered, he'd said all he had to say, and she didn't seem to have anything to say back.

She brushed a hair that had fallen down whilst she was running out of her eyes. "Why did you kiss me?"

"Lily, I told you, it was..."

She interrupted him. "Don't say to make Bart jealous. Truth, Rufus, I want the truth," she said, her voice dropping down to a whisper by the end.

He leant forward and took her arm, gently pulling her into the apartment and closing the door, not wanting to stand in the doorway any longer. He walked her over to the couch and sat down, pulling her down next to him. He took a deep breath before replying.

"The truth is, that I'm still in love with you, Lil. And even if the reason you came over here was to tell me to leave you alone because you want to spend the rest of your life with Bart, I want to you to know I never stopped loving you, and I never will." He glanced around the room, avoiding making eye contact with her, not really knowing if he wanted to see how she reacted to his confession.

Lily's eyes moved over his face, and she tried to take in every little detail. She'd always been somewhat amazed by the way he looked; he was different to all of the other men she'd ever been with, because he was good looking but not in an obvious way. She loved how his eyes lit up when he smiled, how his lips felt on hers when they kissed, but most of all she loved the way he knew her so well, and how he was always slightly nervous around her when she knew he shouldn't be because nothing he ever said or did made him seem less amazing in her eyes.

She swallowed, trying not to think about how her knee was touching his and how his hand was still on her arm. "Rufus," she whispered, and he turned back to face her.

"I'm sorry," he said immediately, realizing he'd made a mistake. He should have convinced her the only reason he'd kissed her was to make Bart jealous, rather than pouring his heart out.

She shook her head and smiled. "Why?"

He took his hand off her arm and moved further down the couch so they were no longer touching. "You didn't want to hear that, I shouldn't have told you."

She shook her head again, moving down the couch so they were closer again. She touched his face gently with her hand, gazing into his eyes. "No, you're wrong, I needed to hear that. Because I know you mean it, I needed someone to say it and mean it." She moved her hand from his face and let it rest on his shoulder.

"What about Bart?" he asked, confused.

"He's an idiot." She rolled her eyes, laughing when Rufus nodded in agreement. "He told me he slept with that girl, the one from the party this evening, and others, during the time we were together. And then he..." she drifted off and broke eye contact.

"Go on," Rufus encouraged her.

Lily looked back up at him. "He asked me to marry him," she whispered, as if saying it aloud made it less insane. Rufus raised his eyebrows.

"And you said?"

"That he was unbelievable." She smiled again. "I mean, why bother telling me about all the girls he screwed and then propose, expecting me to say yes after admitting he'd cheated?"

Rufus smiled with her, taking her hand that was resting on her shoulder in his and kissing it softly. "Because he's an idiot," he replied, echoing her earlier words.

She nodded. "Yup." She leant forward and kissed his cheek, and then moving around to his lips. She moved her spare hand up to his cheek, brushing her thumb over it gently as he deepened the kiss. After a few moments she pulled back, breathless. "I love you, Rufus," she whispered against his lips, and smiled.

He linked his fingers through hers on the hand he was still holding, whilst wrapping his other arm around her waist and pulling her in closer, allowing her to drop her head onto his shoulder. He kissed her neck before burying his face in her now-loose hair.

"I'm sorry I left you, Rufus, I was stupid. I made the biggest mistake of my life that day, and I've regretted it ever since, but now we have another chance. Let's make it work this time," she said quietly, not wanting to ruin the silence.

"Okay," Rufus agreed, knowing that, right now, his dreams were coming true. He had her back, the only woman he'd ever truly loved, and there was nothing that was going to stand in their way.

YOUKNOWYOULOVEME..XOXO..GOSSIPGIRL

A/N2: Well, I enjoyed that. I mean, really enjoyed it. Gahh I love Lily/Rufus so much!! :) Please review, let me know what you think.

Until next time, -Beth.

(xoxo, you know you love me.) Hehe.