AN: Sorry this one took so long. Thanks so much for reading and reviewing- you all are great!! xoxo

Chuck groaned in frustration at the sound of the incessant banging on the door. His head dropped down to the crook of Lita's neck and he pressed a kiss there. "It's probably Nate." He pulled away and lay on his back for a moment. While Lita scrambled to find her dress and underwear, Chuck stood up and fumbled around in the dark for his robe. She took her clothes with her into the bathroom as Chuck went to the door.

"You have the worst timing, Nathaniel." Chuck growled as he swung the door open. "Did you forget-"

Standing on the other side of the door was Misty Bass. Chuck's jaw dropped. As far as he knew, Misty Bass hadn't returned to New York City in eight years. The few times he'd seen his mother had always been during the summer and in another country. This summer, however, he hadn't had the time for a visit. "What are you doing here?"

"Is that any way to greet your mother?" Misty laughed and walked into the suite. "I know it's late but my flight just got in and I couldn't wait a moment longer before coming to see you."

"What?" Chuck furrowed his eyebrows in confusion; the idea of his mother going out of her way to see him seemed completely foreign.

He was about to ask for more of an explanation when Lita stepped out of the bathroom- dressed once again in her outfit from Blair's party. She had been expecting to see Nate or maybe even Bart but certainly not Misty; her shock was clearly displayed on her expressive face.

"And who is this young lady?"Misty gave an appraising look in Lita's direction before turning back to her speechless son. When Chuck didn't immediately answer, Misty approached Lita, holding out her hand. "It seems as though I've stunned my son into silence." Again her laugh was light and airy. "I'm Misty."

Lita regained composure of her body and mechanically shook the older woman's hand. "I'm Lita."Misty Bass had moved away from the Upper East Side just two months before Lita's family had moved from Los Angeles. Lita had seen a couple of pictures of the woman but that was the extent of it.

"I see my son has good taste." Misty glanced back over at Chuck. "You're quite lovely. Oh Charles, I wish you would come over here and give me a proper greeting."

"What are you doing here, Mother?" Chuck suddenly found his voice. "Does Dad know that you're here?"

"I'm sure Bart's goons at the front desk alerted him immediately." Misty shrugged and started to take off her lamb's wool jacket. "You know how your father is." She walked around the suite, taking note of things. "I called the townhouse first- I can't believe Bart still has you living here all by yourself."

Chuck didn't respond, he simply continued to stare at his mother in disbelief. Misty Bass was far from being a regular part of his life and he couldn't hide his shock over seeing her. Lita looked at him with concern but he didn't meet her gaze. "I'm used to being on my own."

Misty seemed startled when he said that but never lost her serene smile. "The time sure does fly; I can't believe you're a junior now. You're practically an adult and I'm sure you're taking advantage of having your own place."

Lita didn't miss the way Misty glanced over at her. She was suddenly feeling exposed- you never want to meet your boyfriend's mother, no matter how flakey she is, while wearing an ity bitty party dress. She knew it shouldn't matter, if anyone should be feeling awkward it should be Misty, but Lita still wanted to make a good impression on the woman. Lita turned to Chuck looking to take a cue from him but his face remained stoic – a far off look in his eyes.

Lita could tell that something was bothering Chuck. He'd been strangely quiet during lunch and now he was spending his entire recess sitting on the bench by himself.

"What's the matter with Chuck?" Lita asked Nate a he ran past her; no doubt he was off to play soccer with the other boys.

The nine year old paused only for a moment, turning to her and shrugging. "I dunno, maybe his stomach hurts."

Lita rolled her eyes. Nate really was ditsy sometimes. Lita walked over to Chuck and sat down next to him. "You don't feel like playing?" Since coming to New York at the start of the school year, Lita had made friends quickly, especially with Serena, Blair and Nate but Chuck kept her at a distance.

"Nope." Chuck shook his head and kept kicking pebbles back and forth with his shoe.

"Do you want me to go away?" Lita asked after a long moment had passed. Chuck looked up and their eyes met, Lita could tell he was trying hard not to cry. One thing she'd learned about Chuck was that he hated for people to think that he was weak. He shook his head and so Lita scooted closer to him. They sat in silence both of them kicking rocks.

"Want a cookie?" Lita asked a few minutes later. Reaching into her jacket pocket she pulled out a plastic bag with two chocolate chip cookies in them. "My mom and I made them last night."

Chuck accepted the cookie and ate it slowly. Another minute or two passed in silence. "It's nice that your mom makes cookies with you."

Lita nodded her head not sure of what else to do. "She likes to bake."

"My Mom was supposed to come visit me this weekend." Chuck told her. He kicked at the ground a little bit harder, sending pebbles flying into the air. "She never came though. I waited all weekend but she never came."

Lita's eyes widened in shock. "I bet something came up and she'll come this weekend instead."

Chuck shook his head. "No, she's not coming." He sighed and finished his cookie. "Thanks, Lita, it was really good."

She nodded her head wishing that she could say something that would make him feel better. "I'm sorry Chuck."

Chuck nodded his head. "I'll be okay."

"I know, but still, it's okay to be sad." Lita reached over and took his hand, squeezing it tightly. That was the day that their friendship was officially solidified.

Lita cleared her throat quietly. "It's really late, I-"

"You don't need to leave." Chuck turned to her. She was startled by the blank expression on his face. Normally when she looked at him she could sense his emotions or at least what he was thinking but his eyes were completely dead.

Misty watched her son. "I guess I should be going then." When Chuck made no move to stop her, Misty sighed and went to her son, pressing a kiss to his cheek. "I'll drop by tomorrow, Charles, perhaps we can have lunch?"

Chuck again didn't answer her and so Misty turned to Lita. "It was lovely meeting you."

Lita tried to force a smile onto her face but what she really wanted to do was shake the woman. Misty Bass was out of the door into the hallway just as quickly and mysteriously as when she arrived.

When the door was closed, Chuck wordlessly went to the bar and for a moment Lita was sure that he was going to pour himself a glass of scotch but he shocked her instead by opting for water. "Do you want something, L?"His voice sounded forced.

"No thanks." She sat down on the couch and waited to see what his next move would be- she knew from past experience that when he was upset Chuck could be unpredictable.

Lita and Serena were sent on a mission by their art teacher to go to the office and get paper clips and staples. The job only required one person but by batting their lashes and flashing their irresistible smiles the seventh graders had convinced their teacher to make it a group effort. Serena wanted to stop by her locker to get more lip gloss and so Lita went to the office by herself, agreeing to meet Serena at her locker when she was done. Pushing open the wooden door, Lita was surprised to find Chuck slouched down in a chair with a black eye. Sitting net to him was Nate who didn't look much better. Across the room were too other boys who looked much worse than her two friends.

"Yes, Lita?" The secretary looked up from her desk. "What do you need?"

"Um…" Lita walked forward to the desk, glancing back at her friends. "Ms. Carlson needs two boxes of paper clips and staples for a project that we're working on."

"Okay, hold on one moment." The secretary stood and started to head to the supply closet but paused for a moment. "Do you boys think you can manage to behave while I'm gone?"

Each of the boys mumbled a response, scowls on all of their faces. As soon as the secretary had gone, Lita turned to Nate and Chuck. "What happened?" She asked them quietly.

Nate started to respond but Chuck cut him off. "Nothing."

"Then why is your eye black?" Lita asked putting a hand on her hip. She hated how secretive Chuck could be. "Nate?"

"It was nothing." Nate shrugged; he was in enough trouble as it was, he didn't need Chuck getting mad at him.

Lita started to argue with them but the secretary returned, handing her the supplies. "Hurry back to class, Lita."

"Okay." She responded reluctantly. Giving her friends one last confused look, Lita slipped out into the hallway and went to find Serena. It wasn't until the end of the day when she ran into Blair that Lita found out what happened with Chuck and Nate.

"Will and Ben were being jerks."Blair explained. "They brought in the copy of Elle with your mom wearing swimsuits and I guess they were being kind of crass about it."

Lita felt herself blushing even though it was just her and Blair talking. Lita was hardly ever embarrassed by her parents except for when someone said something awkward about her mother's modeling. "I don't understand, how did that cause a fight?"

Blair rolled her eyes in exasperation. "Don't you get it? Chuck was defending you."

"I guess." Lita hesitated. "But a fight?"

"You know how Chuck is." Blair told her. "He'd do anything for you."

"I'm tired." Chuck's voice brought Lita back to reality. Without saying anything else, Chuck went into the bathroom to get ready for bed. Lita sighed in frustration. Chuck was already starting to close himself off again- and just when they had started to make so much progress. She went to his dresser and took out a shirt to sleep in and changed into it before getting back into the bed. Chuck came out a few minutes later in just his boxers and slid into bed next to her. They laid in silence, not speaking or touching- both lost in their own thoughts.

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