Lily's Will

Disclaimer: I don't own Gossip Girl in any way. If I did then Blair wouldn't be going crazy and Chuck would just tell her he loves her but *SIGHS* I can dream…

Chapter 1

How did I end up here? In all the different ways I planned for my life to go, this scenario had never been one of them. I was supposed to go to Yale, graduate with honors, and marry the perfect Upper East Side man. I had never thought I would be in front of a lawyer who was sealing her fate for the rest of her life, a life that would include Chuck Bass. The one man she had never wanted to see again. With Chuck on her right and Serena on her left, she didn't know what to do with herself. Chuck was looking at her darkly and Serena looked at her with pain, grief, sorrow, and- she took a breath- and hatred. How could Lily do this to her? To them? she thought.


Five Months Earlier

Happy Birthday to you, Happy Birthday to you, Happy Birthday dear William, Happy Birthday to you!!!

Amidst applause Blair took one year old William from Lily's tired arms and held him close while Dorota cut the cake.

Lily looked at her gratefully and smiled tearfully at her son.

Blair looked at Lily and her breath caught in her throat. "Today is a day for laughter not for tears" she said reassuringly.

Lily gave her a wobbly smile and said, "You're right. Today is a day for celebrating not mourning."

"There is nothing to mourn over" said Blair trying to be optimistic.

Lily gave her a solemn look then said, "Not yet."

Blair turned and walked a short distance placing Will inside his playpen then returning to Lily.

"There won't be any reason to mourn, not now, not ever."

Lily gave her a half smile and said, "You and I both know that is not true. I'm dyi-"

"Don't say that" said Blair as her eyes filled with tears. She had gotten really close to Lily in the past year. She had always been like a second mother to her but now, now she felt that wholeheartedly.

"You're not going to die."

"Yes I am" said Lily with conviction. A conviction Blair knew was hard for her to feel.

"I'm dying and there's nothing anyone can do about it."

"Maybe if you tried another round of Chemo-"

"No" said Lily shaking her head while adjusting the silk scarf that concealed her baldness. "I'm not doing another round of Chemotherapy. It's too much. It's too hard" she said as tears seeped onto her cheeks.

"I'm tired" she confessed looking down at her folded hands. "I want to remember the time I have left with my children, with you happily, not bedridden or through the haze of medication."


"No, Blair. I've already had this conversation with Serena. I won't do it." Lily changed the subject, "where is Serena?" asked Lily while looking around and wiping her tears.

"She is running a little late. She had to take a mid-term before catching her flight but everyone else is here. CeCe is around. The last I heard she was criticizing the fact that the party wasn't some grand affair" said Blair dryly.

Lily laughed. "Eric is helping Nate set up William's new toy station. He'll love it" said Blair smiling.

Lily looked at her fondly, "You should be like Serena. In college, taking mid-terms, not playing nursemaid and CEO for me" she said as she took Blair's hand, "But I don't know what I would have done without you."

"I told you before. I don't want to go to college. I'm perfectly fine, no happy to be representing you as CEO at Bass Industries, since your low life step-son-"

"Chuck" said Lily looking intently at Blair.

"Yes, Chuck" said Blair through gritted teeth. She hated thinking about him and mentioning his name was even worse. "Chuck hasn't reappeared in more than a year. We haven't heard anything from him since he learned he was to gain control of Bass Industries when he came of age."

"No he hasnt't but he just needs time. He will come back when he is ready. His father's death affected him deeply."

Blair watched Lily take in a breath.

"It was quite a shock to find out I was going to have Bart's baby" she said almost to herself.

Blair's heart ached for her. She had suffered so much and it wasn't fair. Lily should have had all the happiness in the world. Rufus was a bastard. Once he learned that the child she was carrying wasn't his, he broke things off with her. He couldn't take the fact that she was having another man's baby, even if that man was dead. She had said she would be okay. She said she was a fighter and would raise her baby alone, just as she had done her other two children. She never thought fighting was going to mean fighting for her life. Shortly after giving birth they had diagnosed her with breast cancer.

"Anyway" said Lily perking up. "I wanted to tell you how much I admire you. I don't know how you managed to learn all you needed to run the company. Your mother should be so proud of you."

"She should be but she isn't. She hates the fact that I didn't go to college. She says I'm wasting my time working on something that isn't mine. She said onc-" but Blair stopped herself when she noticed what she was about to say.

"It's alright Blair. I've already accepted the fact that I'm dying. I know how she feels. She thinks that you're putting all this effort into Bass Industries and once I die, Chuck will return to take all your hard work away from you."

Blair looked down and said "Yes" in a small voice.

"But that's not going to happen" said Lily adamantly. "I'll make some stipulation in my Will that states he has to keep you on. He will have to. He doesn't know how to run the company. You would have to teach him."

"It's been hard work running Bass Industries, but I was up to the challenge. I needed something to fill my life when it was directionless and the company was it but once he comes back" Blair said not wanting to say when she died. "Once he comes back I'm leaving. I will prepare all the members of the board for my departure. They will be able to help him, to teach him, as they helped and taught me."

"I don't agree with this Blair. You've worked so hard to just let it all go. All you've done for the past year and a half was take the reins of Bass Industries and help me with William. You've taken no time for yourself, to have a life, to date" Lily said looking at her knowingly.

"I've dated" said Blair defensively. "I've just been selective of who I date and anyway I don't resent helping you at Bass Industries or with William. I've loved every minute of it, are you forgetting? It was me who begged you to let me help out."

"Yes, help out, not take over."

Blair opened her mouth to say something but Lily halted her.

"Now don't take my words the wrong way. I am eternally grateful to you for all you've done but I feel like I took advantage of you. You are capable of so much more. You can do anything with your life."

Blair looked at Lily and smiled as tears escaped her eyes. How she wished her own mother would see her that way but Eleanor just thought she was wasting her life away.

Before Blair could reply they heard Serena's enthusiastic voice, "I'm home!"


Blair was directing a clean up crew over what needed to be done after the party had ended and the guests had all departed.

After Blair had told one of the crew members where to put away the fine china, she turned to see Serena catching up with her mother.

"I'm in this Ethics course and the professor is gorgeous" said Serena laughing. "I love the class. The professor and I get into these heated debates over morality and-"

"S" interrupted Blair.

"Yea B?" asked Serena turning towards her.

"I think you should wait until tomorrow to fill your mother in on your classes. Today has been a long day and she's tired."

Serena's smile faded and said "oh".

"No" said Lily in denial. "I'm perfectly fine. I want you to fill me in on everything."

But Serena must have seen the exhaustion in her mother's eyes and agreed with Blair.

"No Mom, Blair's right. We'll talk tomorrow."

Blair walked towards them to take the handles of the wheelchair but Serena stopped her.

"I can take her to bed myself" said Serena in a clipped tone. "She's my mother."

Blair stepped back as if Serena had physically struck her. She was right she thought as tears once again filled her eyes. This wasn't her family. She didn't belong. She was just a family friend, an outsider she told herself. She had never felt that way in Lily's home before but lately that was all she could feel.

"Serena" came Lily's warning tone.

"No Lily, she's right. Serena's here now and she can take care of you. I have to get back to my apartment anyway. I have to look over some proposals for tomorrow's board meeting."


As Blair was picking up last minute documents from Lily's study she heard William crying. When the crying didn't cease she walked down the hall and entered the nursery.

She walked in to find a red faced William crying his eyes out.

"Hey William" said Blair as she entered the room. "Hello Angel, I'm here" said Blair soothingly as she walked towards the crib.

William saw her face and instantly outstretched his little hands as Blair picked him up.

As soon as he was in her arms his cries stopped.

"I know you've been fed but" said Blair feeling his diaper.

"Just as I thought" she said as she went to Change his diaper.

"Now, William" said Blair getting ready to open his diaper. "I'm not on fire so there is no need to hose me down" said Blair smiling at the baby.

She swore he understood her because his grin appeared showing off the few teeth that he had.

After she had changed him she sat on the rocker with him, caressing his cheek as he fought his sleep.

She watched him and couldn't help but notice how much he resembled Chuck. It was a cruel twist of fate she thought. Half-siblings weren't supposed to resemble one another as much as he did to Chuck. He had the same eyes and smile though he had Lily's blonde hair.

She was humming softly when she heard a voice.

"You're wonderful with him."

Blair's eyes widened as she watched Lily leaning against the door frame.

"You should be in bed, asleep."

"I was but I heard William crying. It took me all this time to make it over here" she said lightly trying to mask how disheartening that statement was.

"You shouldn't be up at all. I thought Serena was going be looking after Will until we hire a new nanny?"

"She was, she is" said Lily. "I think she is in the shower."

Blair shook her head in disapproval. "She is supposed to check on him before or take his monitor in with her."

Lily smiled. "You sound like a Mom."

Blair flushed as she looked down at William's sleeping face. She quickly rose and placed him gently in his crib and tucked him in.

She turned around and faced Lily. "I'm sorry if I overstepped any boundaries. I didn't mean to. I just wanted to-"

"No" said Lily. "You don't know what it means to me for William to have you. You do things with him that I can't anymore" said Lily as her voice broke.

Blair blinked back tears as she said, "Yes I do those things because I love him and to help you but you're his mother. I'm not."

"I'm counting on you to be" said Lily in a low tone.

"What?" asked Blair.

Lily hastily covered her words. "I'm counting on you to be there when I'm gone."

"I hate talking about this. You know that but if it will give you peace of mind, I promise. I'll be there to help Serena raise him."

"I'm counting on you, Blair" said Lily with more force.

"I won't be going anywhere. I'll always be here for William."

"I'm counting on you" said Lily again as Blair led her back to her room.


Present Day

Little did she know that Lily had meant that literally. Blair's tears welled up in her eyes.

With twenty words her life was changed forever.

"…And With regard to custody of William Bass, I Lillian Bass, hereby appoint guardianship to Charles Bass and Blair Waldorf."


A/N: Hello everyone in reader land. I hope you liked the first chapter. I was missing the angst and C/B drama that my first story had and I thought of this one. Once I had the story line I had to start typing lol. The sequel to "For Charlie's Sake" is light and fun but I miss all the C/B confrontations and with this story there will be plenty. I hope I've drawn you in with this sort of short (I know really short) introductory chapter. Ok now to help clarify things. Chuck leaves after the reading of his father's will. He still hadn't come to terms with his father's death or with his father leaving him the company. He is in that "he's set me up to fail" mode of thinking so he just leaves. Jack in not appointed legal guardian and stuff of Chuck. Let's pretend that Nate (maybe, haven't thought that part out yet lol) brought Chuck back and that Lily had already adopted him before. I hated the whole Jack Ass I mean Bass storyline anyway lol. Everything else that happened in the show happened just not with Chuck in it lol. So Blair's acceptance to Yale was retracted and her rebelling still happened. After she was more herself, it prompted her to help Lily out but I will get into more details about that in future chapters. Serena has issues with Blair because of how close Lily and her had gotten. She is also going to sort of (dont kill me lol) hate her for a while b/c her mother appointed Blair and Chuck instead of her, William's guardian and she feels betrayed. Oh BTW I have no idea (I dont think, it hasn't been mentioned) if Lily's name is Lillian but I wanted it to be so it is lol. As with my first story, I have no idea where this story line came from lol. It just popped into my head and I had to type. Do you want me to continue? I will only do so if people like it and will read it. If I continue there will be a pic of Baby William in my photobucket account in the next chapter but you have to REVIEW!! To tell me if I should continue or not.

XoXo Chrys