It's been a long week of studying and presenting and pondering why, exactly, it is so difficult to wake up for an 8am class yet so easy to wake up for an 8am – anything else, but I'm nearly done, just one more to go. I've been anxious to finish this all week. And then yesterday, I watched a certain UK promo right before my second exam yesterday. I wanted to hurl things at the computer. But refrained. That's why there is fan fiction.

Once again, THANK YOU to everyone who reviews!!! I'm like a kid on Christmas reading them. I'm working on replying to the latest ones, so if you haven't gotten a reply, it should be coming soon!

THINGS I OWN: Every color of Old Navy flip flops known to mankind. THINGS I DON'T OWN: Gossip Girl. Because if I did, Season 3 would have gone down a heck of a lot different.

For the second time that day, Chuck covered up his nerves as he stepped off an elevator and into a penthouse foyer. This time, however, the opponent was a lot less formidable than Blair Waldorf.

He wasn't sure what he would find as he walked into the van der Woodsen-Humphrey living room. He knew Lily was sick, but would she look like a cancer patient? Would she be too thin, her hair falling out if not gone completely from the chemo treatments? Or would she look like the Lily he pictured whenever he thought of his pseudo mother, no signs of cancer or illness visible in her well-aged face? It pained him that he was even considering stereotyping Lily in the role of a cancer patient like those he saw on TV medical dramas. It shouldn't be this way.

"Charles!" Lily exclaimed when he appeared, putting aside a magazine she had been reading. She stood to greet him. He tried not to notice how she grabbed the sofa's arm to steady herself. She was somewhere between the Lily he knew and the sick Lily he had pictured, he decided. She was thinner and looked tired. Her measured movements gave away how weak she was. A scarf that matched her casual blue and white outfit was tied strategically over her head, but stands of blond hair could be seen, proof her hair had started to fall out.

"Lily" he greeted, walking over to his – well, mother wasn't quite the right word despite the papers that made it so. 'Stepmother' didn't do her justice. however. He didn't know what Lily was to him, exactly, but she was someone who mattered to Chuck Bass and that made her worth his time.

Lily kissed his cheek and gave his shoulders a brief squeeze, refraining from the full on hug she wished to give her adopted son. How he felt towards her seemed to depend on which direction the wind blew that day and there was always an underlying fear that she would cross some invisible line Chuck had drawn between them for one reason or another. Feeling weak, she sat down on the opposite end of the sofa from where she had been moments earlier.

"Have a seat, Charles," she instructed, motioning to the sofa.

"I come bearing gifts," Chuck said, holding out a box of cookies from The City Bakery. "I just came from Blair's and Serena mentioned you wanted her to pick some up. I was heading here to discuss something with you anyway and thought I'd try to bribe you into forgiving me for being so absent as of late."

Lily couldn't help but smile as she took the cookies. Charles really was quite the charmer.

"Thank you, Charles," she said, opening the lid and removing a cookie. She offered him the box, but he held up a hand in refusal. "You were at Blair's, were you? Does that mean the pair of you have worked things out?"

Chuck felt a pang in his chest.

"Not exactly," he admitted. "But I assure you that reconciling with Blair is at the top of my priorities."

"As it should be," Lily agreed. "She's good for you."

She's too good for me, Chuck corrected silently. He felt Lily's eyes on him, sizing him up. He was getting tired of the feeling, but he supposed when one materialized in the outside world after nearly a month of being a hermit it was to be expected. He checked his phone as a means of distracting himself from Lily's knowing gaze.

"It gets old, doesn't it?" she asked him.

"What does?"

"Being scrutinized. Walking into a room full of people you have known at least in passing for much of your life and feeling their eyes on you, knowing they are appraising you, judging how sick you are or how heartbroken you are…"

"It's all a part of being part of the Upper East Side," Chuck replied, acting as though Lily had not read his mind for what it was.

"I suppose," Lily replied. "Though it's quite unjust if you ask me."

"Dinner is nearly ready," Rufus Humphrey announced, appearing in the living room from the direction of the kitchen. His eyes registered surprise when he saw Chuck sitting with his wife.

"Chuck," he greeted, offering him his hand. It occurred to Chuck that Rufus rarely referred to him as Charles the way most, if not all, of his elders did. He supposed that was the Brooklyn in Rufus. He stood and shook hands.

"Humphrey," he replied, unable to quite stoop to Rufus's casual level. He seated himself again, moving to an armchair so Rufus could sit beside Lily.

"You'll be staying for dinner," Lily informed him, closing her hand around the one Rufus had rested on her knee.

"I couldn't impose," Chuck said. It had never been his intention to stick around for a family dinner.

"We insist," Rufus replied. "There's more than enough to go around, probably twice. We won't take no for an answer."

"In fact, we won't discuss whatever it is you came to discuss until we've eaten," Lily told him, effectively trapping him into a dinner.

"Dinner it is," Chuck relented. He needed to talk to Lily and it needed to be done now, while she was on the upside from a treatment. He would rather not enact his plan B. It would win him no favors. Rufus led the way to the dining room, pulling out a seat for Lily. Chuck took the seat across from her.

"I'll be right back," Rufus said, disappearing from the room.

"He's been wonderful during all of this," Lily told Chuck. "I don't know what I'd do without him."

Chuck merely nodded in reply, Rufus already back with a bottle of wine for himself and Chuck, tea for Lily. He took the opportunity to ponder whether or not Rufus was technically his stepfather. He assumed that was the case as Lily was, at least according to the state of New York, his mother and Rufus was now her husband.

Dinner was a decent enough affair. They exchanged small talk over pot roast which, Chuck had to admit, wasn't half bad. If Rufus hadn't married Lily, he certainly could have made a survival salary as a chef at a two or three star restaurant. When dinner was over, Rufus signaled for their live in maid to take their dishes away. Chuck hid his smirk. Humphrey might still cook but dishes were now beneath him. Lily's phone alarm sounded and she excused herself to take her next dose of medicine. Chuck rounded on Rufus the moment she was out of earshot.

"How is she?" he asked. "Be honest."

Rufus sighed, the strong front he put on for Lily showing cracks now that she was out of the room. "Some days are better than others. Today is a good day. Her next treatment is Monday. The next couple of days after that will be bad ones. Then she'll start doing better and it will start all over again."

"What's her prognosis?" Chuck pressed.

"According to her? Or Dr. van der Woodsen?" Rufus inquired. Chuck narrowed his eyes.

"Both."

"Lily takes it one day at a time. She doesn't focus on the outcome and tells us we're ridiculous for doing the same. William, however, is treating her with experimental drugs not approved by the FDA. He says that's her only chance at getting better."

Chuck studied Rufus. "You don't trust him."

"Would you?" Rufus countered. They heard Lily's footsteps returning to the dining room.

"I'll call my P.I. first thing in the morning," Chuck told Rufus. Rufus nodded once to show is approval. Lily returned and reclaimed her seat, the box of cookies in tow. She put them on the table for the taking. Both Chuck and Rufus ignored them, purposefully leaving them for her as it was the one thing she had requested.

"Now, Charles, what is it you wanted to talk to me about?" Lily asked.

Chuck put on his business mask. He leaned back in his chair and tented his fingertips just below his chin.

"I have a business proposal for you," he told her.

"A business proposal?" Lily repeated. "I was under the impression that everything was going well at The Empire. But if it's not, I'm positive I can get the board of Bass Industries to throw some funding behind you."

"Business at The Empire is doing just fine," Chuck replied, almost begrudgingly. "Better than I had anticipated, even, given the economy. However, I think it's time to take back what's mine."

Lily raised her eyebrow. Rufus sat quietly, intent to listen to the exchange. The business world was Lily's thing, but his interest in where Chuck was going with this proposal of his was piqued.

"And what, dare I ask, would that be?" Lily was certain she knew the answer before she asked.

"I want your shares of Bass Industries. All of them. I'm willing to pay whatever price tag you put on them. But I want them." Rufus frowned slightly. It was a tall order of Chuck Bass, to sit at their dinner table and request the shares of a company he had given up. He also felt a pang of pity for him. The boy was all of nineteen years old and already had more experience in the business world than a lot of MBA carriers.

"Just a few months ago you were throwing Bass Industries to the wind and striking out on your own. Why the change of heart?" Lily inquired. She watched Chuck tap his fingertips together, calculating his reply.

"The Empire is thriving. It's the perfect time to sell. It's a buyer's market and the perfect investment property for a first timer. I've considered buying another hotel – and I still may – but if Bass Industries is going to continue to carry my name, I want to be the one at the helm."

Lily studied him for several long moments. Her maternal instincts were spiking, but she couldn't put her finger on what it was that was setting them off. There was something more at work than just a business deal.

"You know as well as I do, Charles, that I only have a 20% share of the company. Even if I did sell them to you, you would have to come up with another 31% to regain control of the company."

Chuck leaned forward. He had an ace up his sleeve he could guarantee Lily thought was a well kept secret.

"You have a 30% share, actually. You bought yourself another handful of shares when I cashed out. It appears that someone by the name of 'H.V.L.' also bought a significant amount of shares formally belonging to Chuck Bass. 15% if my math is right. It strikes me as rather peculiar that 'H.V.L.' just happens to be Lily van der Woodsen Humphrey's initials – backwards." He watched as Lily's expression shifted to one of surprise. "If my math is right, you own 45% of Bass Industries these days."

"I have my reasons for purchasing those shares," Lily told him calmly. "And I know you held on to 5% of yours. Which means if you manage to acquire mine, you'll own exactly half of the company."

"The controlling interest, yes," Chuck nodded. "The board took advantage of my cashing out to buy up stock, increase their holdings to 35%. That leaves 15 for the taking on Wall Street. To ensure a controlling interest, I'll be buying another few shares under the radar before our deal is finalized."

"In essences, you're planning a hostile takeover of your father's own company," Lily stated, spelling it out for what it was.

"It's not hostile when you're taking back what's yours," Chuck replied.

Lily shook her head.

"Charles, there's a reason I bought those shares. I'm going to advise you to hold on to The Empire, at least for a while. You'll get what is yours in the end." Rufus shifted around in his seat. He was in on Lily's 'the end' plan and didn't exactly support it, in principle alone.

Chuck shook his head.

"My mind is made up about The Empire. It has to go. Bass Industries was left for me to run. It's time I took ownership of that fact."

"Well, I'm not selling," Lily told him firmly. "And I recommend you don't either."

"Surely I can change your mind. I'll give you…" Chuck did the math in his head, the one subject in school he had actually shown some promise at. "15% more than what they're worth. That should still give you a neat little profit on them. Especially since they're worth less now than they were when I sold them."

"You know money is not the issue here."

"Then what is the issue?" Chuck asked. Rufus's frown deepened at the condescending tone Chuck used.

"You gave up Bass Industries for a reason," Lily reminded him. "You've done well so far. See it through." The elevator chimed and the sound of heels clicking on the floor sounded through the home.

"I've seen it through," Chuck told her. "And therein lies the problem." He had seen The Empire through, alright. Through the hands of the owner he bought it from, into his eager ones, to Jack's filthy hands, and back again to his now greedy ones as he let Blair slip through them. The sound of heels grew rapid, sounded more fierce. "I'm giving you the chance to do this the easy way, Lily. I don't want to make this, to borrow your words, hostile." Serena appeared in the dining room then, facing blazing.

"You bastard!" she shrieked, eyes narrowed in on Chuck like a hawk zeroed in on it's prey. Chuck looked up at her, surprised at her sudden appearance.

"So I've been called a time or two," he drawled, quickly recovering.

"How could you?" Serena demanded. "How could you do that to her?"

"Serena! What is going on here?" Lily asked, looking from Serena to Chuck. Rufus looked on, just as confused.

Chuck felt his stomach turn. Serena knew. Blair must have finally cracked, finally confided in someone besides Nate. He stood from his seat. He didn't want to put this kind of stress on Lily. He certainly didn't want Lily to know the true reason he was no longer with Blair. The list of people who didn't hate him was already painfully short without crossing her name off of it.

"Serena…" Chuck started. Serena cut him off.

"No! You answer me Chuck! How could you do that to her? How could you be so cruel to her?" Serena was livid. She had held Blair and cried with her for over an hour before Blair had calmed down enough to tell Serena the whole story. Once she confessed that Nate knew the truth, Serena had called him to sit with Blair so she could pick up the cookies her mother wanted and grab a change of clothes to sleep in. She was too furious, too angry, to ignore Chuck Bass's voice as it floated out to her once she'd entered the penthouse.

"This doesn't concern you," Chuck told her evenly.

"Yes, it does," Serena informed him. "It started concerning me the second Blair called me a month ago, sobbing because it was over between you two. It started concerning me when she had a panic attack while watching Indecent Proposal with me earlier. It started concerning me when I had to hold my best friend as she fell apart all over again thanks to a movie that was eerily similar to her real life!"

"She had a panic attack?" Chuck wanted to know, forgetting anything else Serena had said. He knew Blair had them occasionally. They were rare, brought on only when she couldn't take anymore, and they always left her worse for the wear for a day or two. "Is she okay?"

Serena scoffed.

"That's not your concern," she told him.

"Serena, is she okay?" Chuck repeated. Serena shook her head.

"She is far from okay," she told him. "You saw to that." Chuck hung his head, ashamed.

"Serena, Chuck, what's going on?" Rufus asked again.

"Nothing," Chuck muttered.

"No, tell them, Chuck," Serena said, crossing her arms. "Tell them why Blair broke up with you. I'm sure mom would love to know."

"This is between Blair and me." It came out as a warning. Serena didn't press him on the matter, recognizing then that her mother didn't need to be stressed out any more than she already was.

"You were supposed to love her, Chuck," she said, her voice full of disappointment.

"I do," Chuck growled from somewhere deep in his throat, suddenly on the defense. "Do not question that." If he had ever been honest about one thing in his life, it was that he loved Blair. It had taken him long enough to be honest about that fact as it was.

Serena shook her head sadly.

"Look what you did to her, Chuck. That's not love."

Chuck found he had no argument to make. He knew how he felt about Blair, but actions were louder than words and in this case, his actions belted out volumes yet unheard by mankind.

"Just tell me if she's okay," he said instead.

"No, she's not okay," Serena answered. "But she will be. Because she has me. And Nate. Dorota. Even her parents. You though…" Serena looked at him as though he were a stranger invading her home. "How do you sleep at night?"

One of the very last threads of emotion Chuck had holding him together snapped. He felt it as it happened, a pang that started somewhere in his heart and traveled to the depths of his stomach. His already weak grasp on reality slipped a little further into a form of oblivion so deep he had never experienced it, not even with all the drugs and alcohol that had passed through his system in the time he had come to refer to as 'before Blair.'

"With pills," he answered Serena. His voice was low, even, emotion threatening to creep in from the edges. "Pills and scotch. Without them, I have nightmares of men in fedoras taking Blair away from me. Sometimes she's screaming for them to let her go. Other times she's calling out for me to save her. And I always get there too late. Always too late. I wake up drenched in sweat and for just a few seconds, I forget that Blair isn't there and I reach over for her. All I get is empty, cold sheets. It's an overpowering clash with reality that reminds me of what I've done and what it cost me. So pills and scotch is how I sleep at night."

A pin falling to the floor would have echoed around the dining room like an exploding bomb following Chuck's speech. Serena seemed shocked into silence with his admission. Lily and Rufus stared at him with eyes only parents could have, trying to piece together what was going on. He couldn't take it anymore.

"Lily, I'll be in touch," he said. He fled from the penthouse and was in the safety of his limo so fast Arthur didn't have a chance to open the door for him. Tinted windows protecting him from the outside world, he buried his face in his hands and forced deep breaths to fill his aching chest.

Hmm… I wonder how much longer Chuck can toe the line between appearances and reality before he slips? Anywho… I sense a Baptism in the future…