Title: Mother and Son

Author: Jenn

Rating: T

Spoilers: Through 3-16 and maybe later eps in later chapters.

A/N: Based on the information in 3-15 that Lily saw Dr. Van der Woodsen for medical reasons – and therefore might be sick. This will focus on Lily and Chuck's relationship. My reaction to the whole 'Evelyn/Elizabeth storyline' – saying it made Chuck see that Lily is his 'real' mother, not Elisabeth. Romances are Chuck/Blair and Nate/Serena. The revelation that Lily is sick keeps Jenny from going after Nate like spoilers say she will. Jenny realizes can't do that to S, with S going though losing her mother.

October 29, 2010

Chuck was on the cathedral steps, about to go in for Lily's funeral. Blair was beside him. On her other side was Nate, who had his arms around Serena as she rested back against his chest. Jenny had an arm around Eric's shoulders. Dan and Vanessa had already gone inside with Rufus.

"Chuck…" Elizabeth said as she walked up to him. "I'm so sorry…"

"How dare you show up here!" Blair said in a low voice no one beyond the group could hear. She knew Lily was enough the Upper East Side Queen to not want a scene at her funeral.

"Charles…"

Chuck also kept his voice low ,but that did nothing to lessen the emotion in it. "Don't call me that! Don't you dare call me that! My mother called me that. And in case you haven't heard, my mother is dead! And I do mean Lily, not you. Despite our shared DNA, Evelyn."

Her eyes widened. Despite her lie, Chuck had somehow found out she was his mother. 'Jack. Jack would have told him just to make him endure the pain of me leaving him not once but twice.'

"Leave," Serena ordered in a cold Ice Queen tone that would have done Lily proud. "You've hurt my brother enough already."

Nate motioned his driver over and indicated Elizabeth. "She was just leaving. Make sure she get to her car okay."

The driver took Elisabeth's elbow in a firm grip and led her away. She threw a last backward look at Chuck, but he wasn't looking at her and didn't see it.

A short time later Chuck was standing in front of the cathedral to speak. "Lillian… was not perfect. She didn't always know how to show that she cared, but she did care. And a lot of the mistakes she made, she made because she cared. She helped show me that love wasn't a weakness. She didn't have to adopt me, but she did. Because she'd cared about my father, and because she cared about me. My father was a better man for knowing her. I'm a better man for knowing her. She was the only real mother I ever had. I was raised thinking my mother had died when I was born. That wasn't true. My mother died a few days ago. I love her, and I'll miss her. Good-bye… Mom."

SEVEN MONTHS EARLIER (a couple days after 3-16, The Empire Strikes Jack)

Even though Lily'd slept for most of the long flight, she was still tired as she stepped off the plane. Her former husband had given her the news she'd dreaded. She was dying. And faster than even he had feared. A year at most – if she was lucky. She wasn't feeling lucky.

"Lily," called a familiar voice.

She looked around. "Charles! This is a surprise."

He came close, and gave her a kiss on the cheek. "A good one I hope," he said with a smirk.

"Of course," she replied, smiling. Her first smile in days.

They exchanged general small talk until they were in the limo. Chuck closed the divider so the driver couldn't hear them.

"We need to talk," Chuck said, his voice soft but serious. "I'm not Rufus. I know what's been going on. Why you went to see Dr. Van der Woodson. How are you?"

Lily sighed, and let the façade slip. "Not well. I don't know how I'm going to tell Serena and Eric… or Rufus."

"Blair will help Serena, and I'll help Eric. Rufus has Dan and Jenny. I've already begun amking arrangements for the best doctors, some US and some from overseas, to come consult on your case." He'd wanted to be prepared in case it wasn't good news.

"Thank you, Charles," Lily said, giving him a small grateful smile. 'So much like Bart. Thinking his money will buy anything – even a miracle. But so much more – caring for his family. Bart would have been keeping track of me to see if I was betraying him. Chuck did it to make sure nothing happened to me while I was overseas.' She couldn't have said why she was so sure of Chuck's motives, she simply was. "So how are you? How are things with your mother?"

"Sheisn't my mother. She told me so herself… But I should have known it much sooner. My mother would never do to me what she did. You've been more of a mother to me than she ever has been – or could be. Thank you for that, Lily. Especially after some of the things I said after Bart…"

"Charles, hush. You were grieving, and I don't hold any of that against you. And I'm hardly the example of the perfect mother; just ask Serena or Eric. But I do care about you, Charles. Very much. Our relationship is very important to me."

"And to me," he assured her. "The second she told me she was my mother I should have told her I already had a mother and didn't need her."

Lily reached out and took his hand. She noticed Charles was avoiding saying Elisabeth's name. "No, Charles. Having been deprived of a mother all your life, wanting to know her was only natural. I'm very proud of you for risking your heart and giving her a chance."

"Not all my life, Lily. I had you, these last couple years… I'm sorry it took her betrayal to make me see that."

She leaned over and kissed his cheek. "Thank you, Charles. Tell me what's happened while I was gone…"

Chuck quickly filled Lily in on the events she'd missed.

By the time he was done, they were at the Van der Humphrey home. "Charles…"

"I won't say anything until you're ready," he promised before getting out and offering her his hand to assist her out.

"Why don't you and Blair join us for a family dinner tomorrow?" Lily invited as they rode up the elevator. "If you don't already have plans…"

"We'd love to," he assured her.

"Will you tell her, so that she won't be shocked tomorrow and can help Serena?"

"Of course, Lily."

The next evening Lily carefully arranged the seating. Serena and Eric were on either side of Lily. Blair was seated on Serena's other side and across from Chuck who was sitting beside Eric. Dan and Jenny were next, seated on either side of Rufus.

Once the dinner was done, Lily spoke up. "I need to tell you all something…"

Blair took Serena's hand in hers as Chuck rested his hand on Eric's shoulder. "I'm… very sick. That's why I was gone so long last summer, and this week. I was seeing a doctor."

"Dad? That's why you were seeing Dad?" Serena asked.

Lily nodded. She looked at Rufus and found love and understanding in his eyes.

"How… How bad is it?"

"Less than a year. Chuck's…" She fell silent, swallowing back the tears.

"I've got the best doctors coming in. If there's anything that can be done, it will be," Chuck said.

Eric turned and looked at Chuck, the motion knocking Chuck's hand from his shoulder. "You knew?!"

"I wasn't sure until this last week. Eric, it wasn't my secret to tell."

Eric took a deep breath and remembered Chuck keeping his secret until he was ready to come out. "Okay."

Serena was gripping Blair's hand tightly.

Dessert was forgotten as they moved into the living room. Dan and Jenny sat with Rufus on the couch. Serena sat beside Blair. Lily sat with Eric beside her, and Chuck on her other side. They talked long into the night, about Lily's condition, and anything and everything else that came to mind. One of the first subject's was Blair's planned transfer to Columbia, which led to Serena's college future. "Serena, I want you to go to Brown," Lily said.

"You can't be serious, Mom! I'm not going anywhere!"

"After I'm gone…"

"I'll go to Brown. I promise," Serena replied. She felt sure that when he mother died she'd need to get away from the Upper East Side, and all the memories it would hold. And the peace in her mother's eyes was more than worth the promise.

Serena moved to give her mother a hug, and she and Chuck traded places. She curled up against her mother, and Blair rested her head on Chuck's shoulder.