A/N: Okay, so final chapter. Sorry it's taken so long to post. I still not happy with it, but can't think how to fix it…. Thanks for the kind reviews and staying with this story.

The family was gathered around Lily's bed, as the doctor and nurses hovered in the background – waiting until they were needed.

Lily looked at the faces surrounding her. It was time to say her final good byes. She could feel it. She hated it.

She looked at Nate first, standing with his arm around Serena's waist. "Take care of her for me. I think you might be the only one who can."

"I will," he promised.

Then she looked to Blair. "You'll be a beautiful bride. Thank you for everything you've done for Serena and Chuck. I'm glad you're part of this family."

"So am I," Blair replied, tears falling down her cheeks.

She smiled at Rufus. "I love you. Always."

"I love you, Lils," he managed. "Always."

Next she looked at Chuck. "I am so proud of you. And I'm trusting you to keep your promise."

"I will, Mom," Chuck said. "Thank you for being my mom. For… everything. I love you."

"And I love you, Charles. You're my son."

She then looked at Serena. "You're so much like me, yet so much your own person. Be happy, Serena. That's all that matters. Be happy."

"Okay. I'll be happy… but I'll still miss you."

"I love you."

"I love you, Mom."

Lily looked at her youngest child. "I'm sorry I have to leave you so soon, but you aren't alone. Let your family take care of you… and always remember I love you."

"I will, Mom. I love you, too," Eric replied.

Moments later Lily's eyes drifted closed, and never opened again.

As the doctor and nurses took care of things Serena buried her face in Nate's chest. Jenny came in and hugged Eric before going to her father. Blair began making certain required phone calls – to keep her busy until Chuck and Serena needed her. Chuck wrapped an arm around Eric's shoulders, and the two brothers stood silently together, taking comfort from each other. Tears rolled down Eric's face, and a few even escaped Chuck's eyes.

That night the tears flowed more freely as Blair held Chuck. She stayed awake until she was sure he'd fallen into an exhausted slumber. She then let herself sleep, knowing that this time she wouldn't wake up to a note. Chuck would still be with her – and his family. He'd only had two glasses of scotch. One at Lily's, and one just before bed.

The mourners had left the cemetery. Only the family and a few close friends remained at the grave. Rufus finally looked up. "People will be at the condo soon. We should be there…"

"I want to stay a while longer," Serena said.

"I'll hostess and take care of it. Don't worry," Jenny said.

Serena managed a slight smile of gratitude. Jenny had matured a lot over the last several months and Serena knew she'd be fine acting as hostess for a while.

Once Rufus, Dan, Vanessa, and Jenny left, Chuck looked down at Blair and kissed her cheek. "Give us a minute?" he requested softly.

"Love you," she whispered, dropping her arm from his waist as he removed his arm from her shoulders. She took Nate's hand and led him away. Elliott squeezed Eric's hand, then followed the other's a few feet away from the siblings. Serena stood in the middle, holding Eric's hand on one side and Chuck's on the other. She didn't even try to stop the tears that flowed down her pale cheeks.

As he went to bed that night, Chuck had his usual glass of scotch. He'd had one before the funeral, and one at the wake. But he didn't think three glasses, so spaced out, (not to mention on the day of the funeral) was breaking his promise to Lily. The rest of his life, Chuck never had more than 3 glasses of scotch a day.

It was late that night when Elisabeth's phone rang. The caller ID gave Blair's name – her and Chuck's numbers still programmed in from Elizabeth's time in New York almost a year ago.

"Blair?"

"What did you think you were doing showing up today? I know Lily asked you to come back, but at her funeral?" Blair's tone was low, but furious. "I'm tempted to use what Lily gave me and ruin you just for that idiocy."

"I know it was foolish. I'd planned to stay in the car and just see him from a distance, but then I saw the pain he was in and I was walking towards him before I even thought about it," Elisabeth explained.

The line was silent for a long moment. "If you want a chance with Chuck I suggest you listen to me very carefully. I hate to admit it but your approach last time was perfect – dropping clues and letting him come to you. He likes to be the one doing the chasing. Don't push. Don't approach him. I'll tell you the events we're attending and other public places Chuck will be. Be in those places, but don't talk to him. Let him see you, and talk to you when he's ready. Just let him know you are there if he wants to talk to you."

"All right. But won't he wonder how I always show up?"

"If he asks, I'll tell him. I'm not going to lie about this or keep secrets."

"You've read what Lily had on me?"

"Yes, I have… Chuck hasn't. But again, if he asks I will show him," Blair warned.

"Do you think he'll ever give me another chance?"

"I'm not sure. Lily wanted him to, and he hated to disappoint her. Of course, she's gone now; but he might consider it her 'last request' and honor it. I'm not going to push him one way or the other."

"Aren't you pushing him one way by helping me?" Elisabeth asked.

"No. Just making sure he has the option to talk to you if he wants it," Blair replied.

"Still, thank you… For taking care of my… of Chuck."

"I'm not doing it for you," Blair said and hung up.

A year and a half later Elisabeth was at Chuck and Blair's wedding – as a guest, not Mother of the Groom. Chuck made very sure that place was conspicuously vacant. He built a relationship with Elisabeth, but always called her Elisabeth - never Mom. Though he did relent and call her Grandma Elisabeth for his children – Lillian Audrey Bass and Harold Eric Bass. Little Lily was a bit jealous that Harold got to know Grandpa Harold when she didn't get to know Grandma Lily; but Daddy, Mommy, Uncle Eric, and Aunt Serena told great stories about Grandma Lily.

The End