Disclaimer: I do not own Gossip Girl.

Author's Note: Set after "New Haven Can Wait."

Lilly Bass was a very organized woman. She could tell you precisely where in her closet you would find a red pair of Salvatore boots, she kept all the menus, business cards, and contact sheets she acquired neatly placed in several binders, classified by type and listed alphabetically.

Lilly Bass did not lose things. She knew of everything she owned and where it ought to be at any given time. Of course it hadn't always been that way, once upon a time, she had been Lilly Rhodes and Lilly Rhodes would have lost her head if weren't— well, she had lost her head.

But she was Lilly Bass now and she controlled her surroundings, knew where everything ought to be, lost track of nothing… save for the occasional child, that is.

And adding one more to the tally did nothing for her record.

If she, and she had, believed Serena to be difficult to keep track of; Charles was in a league of his very own.

The boy slipped in out and out of the suite at all hours with nothing so much as a word. In short, he come and went as he pleased—and he was so pleasant about it, Lilly never thought to bring it up.

Of course she regularly inquired as to where Serena and Eric were trapaising off to, but with Charles… well, he took her hand and he wished her a good afternoon or a good evening and complemented her dress or her blouse or her hair and then he smiled so sincerely… and then he was gone before she thought to wonder where he was off to.

However, this was the fourth night in a row that Charles had not slept in his room and seeing as how Bart was out of town and she was technically now his legal guardian, she did feel a certain obligation to inquire into the situation.

Just not directly.

"It was a simple question, Serena."

Serena huffed and for a moment Lilly saw herself at seventeen. She dashed the impression away as abruptly as it had appeared.

"I don't know what Chuck's been up to, Mom. He's Chuck."

"He's been absent from breakfast since Tuesday."

Serena was stuffing books into her bag. "Yeah, ok." Serena herself had missed breakfast twice this week.

Lilly sighed. "Could you just please tell him to come see me this afternoon after school. I'd like to speak to him."

Serena looked up, "Yeah, sure. If I see him I will tell him."

Which was, in fact, not what Lilly was asking her daughter to do. "Serena," she said firmly and spelled it out for her daughter, "I need you to go out of your way, to tell him this. I've tried calling him and he's not answering. Frankly, I'm a bit concerned."

"You don't have to worry about Chuck, Mom. Trust me."

"I didn't say worried. I said concerned. Bart is in… Japan somewhere or Germany," she waved her hand to indicate far and continued speaking, "Charles is my responsibility now."

Serena shuddered dramatically. "Ugh, don't say that," she protested and then laughed, "I will do my best to find him and tell him, okay; but really, don't be concerned. He's probably up to something nefarious and won't tell you about it anyway."

"Yes, well. I'd still like him to check in."

"Did you call 1812?"

Lilly blinked. Serena had slung the bag over her shoulder and was clearly moments away from leaving; still that was no excuse to make no sense. "Please repeat that, dear."

Serena grinned. "His suite… 1812, he's probably been spending the night there."

"Why would he do that?"

Her daughter rolled her eyes and started moving past her, "Because he's Chuck, Mom."

Lilly smiled, shaking her head and turning to follow her daughter out with her gaze, "Bye, darling." She called out, just a tad sarcastically.

Serena twirled around to face her again. "Bye Mom," she replied in precisely the same tone.

When the door closed Lilly glanced at her watch, only seventeen minutes late- not bad for a Thursday.

Finding Chuck proved to be a bit more difficult than Serena had bargained for; also difficult--breaking free of the girls at lunch.

Blair had merely arched an eyebrow when she'd announced she had something to do and would be right back. Hazel had immediately offered to go with her—without knowing where Serena planned to go. Penelope had at least asked where and what before also offering to accompany her.

Insisting she'd be right back, had done nothing for Serena but set off a series of are you okay and is something the matter questions that had delayed her departure for another five minutes. Blair had helped by smirking.

She'd had twenty minutes to find Chuck, now she had nine. She'd been late to first period three days this week and was really making an effort to show up on time after lunch. She wouldn't derail that for Chuck.

She sent him another text-- jus cnfirm u gt lst txt pls. She waited a beat, no answer.

She was going to murder him. Another round at the courtyard and she zeroed in on Nate standing with his back to her talking to someone.

She practically ran over, not even bothering to glance at who he was with, breathing a rushed, "Where's Chuck?" By way of hello.

Nate stopped talking mid-sentence and turned to her, blinked and then frowned. "I don't know—and hi to you too."

She rolled her eyes, glaring at him, "Right yeah. Look, I just have to find Chuck before--" she let her gaze slide to who Nate was with and cut herself off, startled, "Dan?" She couldn't quite keep the surprise out of her voice.

Dan sent her a half smile, half grimace and said awkwardly, "Yeah, hey, hi."

Her startled gaze went back to Nate, "Since when are you two…?" She looked back at Dan and took a step back so she could take them in together—the distance between them, the comfortable way Dan was sitting on the table, Nate's backpack slung next Dan's on the ground. "Are you two friends?" She asked, pretty much aghast.

Nate scowled at her, "I don't know where Chuck is okay."

She shook her head, looking between them one more time and then fixing as scowl on Nate, "You didn't think this would have been nice for me to know?"

"I don't need to screen my friends by you, Serena."

"Ever heard of a courtesy, Nate." She hissed.


She waved her hand, "Whatever. How do you not know where Chuck is? Don't you have each other micro-chipped or something?"

"Never got around to it. How do you and Blair like it?"

She rolled her eyes. "He's not texting me back. I told my Mom that I would--"

"I don't know where he is!" Nate practically yelled at her and she snapped her mouth shut, here eyes going wide at the way Nate barked that senetence. "We haven't been--" he cut himself, shook his head, "I don't know where he is. Really."

Serena stared at him a moment, then let her eyes slip to Dan again, who was watching and keeping silent, a small miracle in and of itself. Nate and Dan. She looked at Nate again and nodded. "Okay."

She got it.

She turned and left the courtyard.

Seven minutes—she was giving up. She had tried, had gone out of her way, like her Mom had asked…

She was walking back to the steps to rejoin the girls, when it occurred to her that Chuck being Chuck might be off school grounds.

With a sidelong glance at the girls, she headed off towards the gates. She was going to walk around the block—very quickly.

He was leaning back against one of the side walls of the school, partially obscured from the street and as she got closer she saw why.

Without a word she reached out and pulled the joint from his lips.

He blinked, surprised, and then rolled his eyes at her.

She tossed it on the ground and snubbed it out with toe of her shoe. "I've been calling and texting you." She didn't bother asking why he hadn't responded, it was obvious why, he was busy smoking. "My Mom wants to see you today after school."

His gaze had followed the joint to the ground and now languidly slid up her body. She waited for the lascivious comment; instead she got a confused blink.

It made her smirk.

"What?" he asked her, about five seconds too late.

She laughed outright. "My mother, you know the woman who married your father; she wants to see you when you get home today."

He frowned, "Why? I haven't… done… anything."

Serena shrugged. "Beats me. Something about breakfast and Bart being in Belgium or Germany or something. Just do it, 'kay?" She tossed over her shoulder already moving to head back to school. "And get to class!" She called out as she rounded the corner.

The tap on the door was light and she nearly missed hearing it.

"Yes, come in." She called, lowering her book and setting her reading glasses aside.

She was in the parlor, had closed the door so as not to be disturbed by the staff as they cleaned.

Charles stepped in, smiling at her. He approached and offered her his hand just as she had expected him to.

"Lilly, you're looking radiate as usual; that color was created for you."

She smiled prettily at him, taking his hand and letting him give it a brief kiss. "Thank you Charles," she murmured, settling her hands on her lap once he released her, "I'm glad to see Serena found you."

He nodded, still standing, "She tracked me down. What can I do for you, Lilly?"

She smiled and patted the seat beside her.

His smile slipped a little, he hesitated, then sat down. "Is something the matter?" He asked.

"I was going to pose that same question to you actually." Lilly answered him, meeting his gaze with a smile.

His smile faded completely. "You were?"

Lilly let her own smile fade as well. "Hm yes. I've missed you in mornings and I can't help but notice you haven't--" she paused and restructured, "Your room isn't getting much use lately."

He blinked at her, looked almost confused, and then swallowed hard. She almost frowned, wondering what about her words could cause such a response.

"I've been staying in 1812… my other room."

Lilly nodded, "Serena said that was probably the case. Care to share why that is?"

Lilly was suddenly sure that she was gaining the very rare experience of being treated to a genuinely surprised Charles Bass.

He leaned back away from her, she was certain if it weren't considered rude he would have shifted on the sofa away from her.

"I…" He began, but trailed off, seemingly unsure what to say.

Lilly took sympathy on him, "I'm not upset, Charles, I'm just concerned. If there's a reason you've decided to move away from the family, if something's happened, I want to know about it." She paused and rolled her eyes delicately, "I know Serena can be a bit… challenging to cohabitate with, but if you tell me what's happened I will--"

"Nothing…" he interrupted, "I mean, Serena is fine."

"Have you and Eric--"

"No, no… Eric is great." He protested.

Lilly held back a smile at Eric being great, while Serena was simply fine in Charles's estimation. She tilted her head to the side a bit, studying her stepson's profile. He was staring at the carpet, which was quite the oddity for Charles; he always gave her his full attention.

She'd given it some thought today and had come up with another reason for which Charles might not feel comfortable in the family apartment. "I know your father's absences might make you feel a bit… outnumbered by my children and I, but I assure you Charles you are more than welcome here."

He looked up and the expression on is face was so completely and abruptly young she almost gasped. She didn't see it often, but occasionally something would flicker over Charles's face to remind her that this boy was just that, a boy; a mere two years older than her own baby.

That reminder now had her reaching out to take his hand even as that expression vanished and his face cleared.

When he spoke his voice was a carefully, and icily, composed murmur, "I'm aware, Lilly. Thank you."

She could have taken offense, but his eyes told the real story; too dark and so deeply sad, she was almost struggling to breathe as she looked into them.

And he hadn't pulled his hand away from hers.

"Are you aware that if I don't know where you are for days at a time I worry?" She offered.

He actually startled at her words.

"I…" he seemed to be considering his own words carefully; she saw the moment he gave up considering and went with sincerity, "I was not."

She nodded and patted his hand, "I didn't think you were."

"I didn't think you noticed."

It slipped, she could tell by the way his eyes widened after he said the words. He opened his mouth to speak, to redirect, but she waved him off with her hand and sent him a small gentle smile. "It is a bit shocking isn't it," she confirmed.

He remained silent, just watched her through lowered lashes.

"I didn't use to." She confessed and felt the knot of terror and remorse inside her twist; it never went away, never lessened, she'd just learned to live with it; to accept it as one of the ugliest, truest parts of herself.

"For a long time I didn't notice much at all…" she swallowed hard and decided to be honest with him; remembering the despondent, inebriated boy she'd helped up the stairs so many months ago and how honest he had been with her. "And then my daughter called me from an airport begging to be enrolled in a foreign boarding school and then my marriage fell apart in a spectacular, tabloid fashion and then my son--" even now, more than a year later, the words stuck in her throat.

Looking at Charles, she knew though, she didn't have to push them out.

"I notice now."

It happened again, that flicker of a boy. She was sure no one saw that boy.

Bart certainly didn't; Bart, she knew, did see his son as a boy, but not this boy. The boy Bart saw was an indolent reprobate who might one day put his potential to good use, but more than likely wouldn't.

Certainly if Serena was anything to go by, his peers didn't even see a boy at all. They saw only Chuck Bass and that simultaneously meant and explained everything he said and did.

She was sure no one saw this lonely, longing boy.

"I'm sorry I… worried you." He said.

She nodded at the sincerity in his voice and smiled gently at the awe in it.

"Perhaps you could have brunch with me on Saturday, you know, to alleviate my worry?" She asked, smiling at him.

"Oh," again he seemed startled, "Yeah, sure." And then he seemed to come into himself, "It would be, as always, an honor to share your table, Lilly."

Her smile widened. He had a real gift for making lines like that sound utterly genuine.

"Wonderful, say ten-thirty?"

He nodded and stood suddenly, she might even had reared back a bit, it was so abrupt; as if he simply needed to end the conversation on this note.

She stood with him.

"Sounds perfect." He stated, then cleared his throat, "I'm going to…" he paused, "I'm heading to Victrola now."

She nodded. "Ah okay," she tilted her head, let a teasing smirk grace her lips, "Will you be home for dinner?"

He grinned. "I hope not."

Lilly laughed.

He took her hand then, but didn't bring it to his lips as usual. Instead he just held it and ducked his head a little then said soberly, "Thank you, Lilly."

She smiled and brought her other to his; held his hand with both of hers. "I'll look forward to Saturday, Charles. Perhaps you can tell me about your penchant for scarves, hm?"

He smirked a little and nodded, pulling free of her hold gently, and a moment later Lilly was alone in the parlor.

She stared at the door he had closed softly behind him and sighed. Somehow she knew Charles would be unaccountably unavailable on Saturday at ten-thirty.

She sat back down and replaced her reading glasses before lifting her book.

She would just have to make sure she kept noticing, that was all.