A/n: This chapter might be a little cheesy. And there's no Lily/Rufus. After this chapter I'm not really sure where I want this to go. So read, review, and give me suggestions. Also, if someone would be willing to beta this for me, PM/email me!

Serena felt completely guilty for saying what she did to her mother. Lily had never been one of those touchy feely mothers, but she had always done everything in her power to make sure she and Eric were as happy as possible. She had been through a lot, with Eric trying to kill himself, and Serena's out of control behavior before she went off to boarding school. Serena and Eric sometimes took her for granted. They took whatever she gave them, but weren't actually very interested in spending time with their mother.

Serena realized her mother was probably lonely. She was beautiful and strong, but also very sad. Maybe that was why she kept getting married. She was trying to fill a hole in her life. Serena could never remember her mother ever being truly happy, there had always been fake smiles to cover up her true feelings, leading some people to believe that she was cold. If there was anything Lily Van der Woodsen was good at, it was putting on a mask.

Serena knew very little about her mother, she realized. She never spoke of her past, before Eric and Serena were born. But then again, Serena never cared to ask.

Serena was surprised at Lily's reaction to her verbal attack in the taxi. She had never seen Lily cry before, not once during any of her divorces, and not even when Serena's grandfather died a few years back. How badly must she have hurt Lily to actually bring the tears that had failed to come at any other time?

She needed to apologize, of course. She hadn't meant to say what she did. Her mother had done nothing to deserve that sort of treatment. She hadn't even wanted to go to the Humphrey's. Or at least that was what she claimed. It was none of Serena's business either way, she had been out of line and cruel with her comments.

If only she could muster the courage to knock on Lily's door. She really had no idea what to expect after her mother's earlier out of character behavior. Would she yell at her (which she probably deserved), would she still be crying (god, Serena hoped not), would she even talk to her?

"Just do it," Eric's voice came from behind her, causing Serena to jump.

"God Eric, you scared me."

"Stop stalling and apologize. You really hurt her this time Serena."

"I know, and I feel awful! I didn't mean it, really. It's just that, things with Dan and me are really great, and this complicates them."

"I think you should tell mom that, not me."

"You're right," Serena sighed and knocked on Lily's door, holding her breath until she heard the soft,

"Come in," from inside.

She entered the room hesitantly,

"Mom?" She looked at her mother who was sitting on her bed, cell phone in hand. She was thankfully not crying, but there was a sad look in her eyes that told Serena that he had definitely not forgotten the earlier exchange.

"Mom, I wanted to tell you I'm sorry about before, I didn't mean what I said. I was just mad and scared that I'm going to loose Dan over this."

"Oh, it's fine."

"No, it's not. I was out of line, you are not a whore, and I know I hurt you and I'm sorry."

"You know I love you more than anything, right Serena? I would never do anything that would keep you from being happy. That's why I didn't tell you about me and Rufus."

"I know mom, I understand that now… so tell me about you and Rufus!"

"What? Oh, no, that's not really—"

"Please mom! Were you guys a lot like me and Dan?"

"Eerily similar. You remind me a lot of myself when I was young. I was a bit… rebellious. I drove me mother crazy."

"Are you saying that I drive you crazy."

"That's exactly what I'm saying."

"Really, and here I was thinking that I was the poster child for a perfect daughter."

Lily burst out laughing at that.

"I think you have a little work to do before achieving that particular goal."

Serena laughed along with her mother before becoming serious again. She reached out and grabbed her mother's hand,

"Seriously though mom, I'm so sorry about before. I appreciate everything you've done for Eric and me, even though I know we don't tell you that often enough."

For the second time that day, Serena Van der Woodsen saw tears gather in her mothers eyes, this time they were caused by joy instead of sorrow. Serena realized how much her words had truly hurt her mother. Lily reached out and cupped her daughters cheek,

"You have no idea how much that means to me. Before you left for boarding school I thought I was losing you for good. And that scared me. I'm so proud of you for taking control of your life and changing for it the better."

"I'm glad too Mom, and I'm so much happier now. I really love Dan."

Lily smiled at her daughter's declaration. Dan and Serena really were so like she and Rufus. She could only hope and pray that her daughter wouldn't make the same mistakes she did.

"You know, I dated a boy a lot like Dan once. Once you find someone like him, who knows you and your flaws and loves you anyways, you should hold on to him forever."

"What happened to him?"

"I wasn't strong enough. There were certain… factors that eventually tore us apart."

"Were you in love with him?"

"Completely, utterly, and I thought at the time at least, irreversibly."

Lily looked as if she was in a different world. As Serena watched the women who raised her reminisce over some lost love of the past. She wondered who this mystery guy was, and then it hit her.

Rufus.