Please read this note as a precursor to the story. This is an OOC fiction, mainly for Bart. I think they made his character far too standoff-ish so that we wouldn't like him too much and would ship Lily/Rufus. From the beginning I liked Lily and Bart and when I first started watching I didn't know how to express that, but now I do.

I honestly don't know if there is any interest in such a fiction and if no one is interested I am sure the movie can keep playing in my own head.

Summary: Bart and Lily's courtship and whirlwind romance, will these two lonely Upper East Siders find what they're looking for in the other?

-GG-

Dancing slowly in an empty room,

Can the lonely take the place of you?

I sing myself a quiet lullaby.

Let you go and let the lonely in

To take my heart again.

Too afraid to go inside,

For the pain of one more loveless night.

Cause the loneliness will stay with me

And hole me until I fall asleep.

-GG-

Grinning at her company, she took in the ball gowns and Bordeaux; canapés and chandeliers, everything looked perfectly charming. The room was adorned with paraphernalia of an era lost to time, and one Lily honestly would have loved to see a first hand glimpse of.

Donning a gold beaded gown that is fitting for Eliza Grant's Great Gatsby themed fundraiser for the New York Presbyterian Hospital, Lillian van der Woodsen was in her element.

She was most certainly in her element.

Smiling at the two women in front of her didn't prevent her mind from wandering. Never before in a room filled with people had she felt so alone. She supposed it was because these were the only people she saw regularly anymore, as her kids…well her kids. Serena was off in boarding school; she had been gone for a few months now after a particularly horrible night at the Shepherd wedding – but at least she seems to be doing well now. Eric…her baby boy… he was in 'Miami' and to think she had failed so horribly as a mother that her son would wish to take his own life…well that gutted her. So she now has an empty hotel suite to come home to on the daily with the only thing filling her waking hours being shopping; designing her new home; planning parties, and attending parties. It left her feeling empty.

It left her feeling lonely.

She missed having someone to come home to. It had been a while since her last husband and she forgot how it felt to be loved. Albeit most of her husbands were fleeting (two thirds – not exactly swimming odds) but maybe it's time to extend beyond the Upper East Side. Maybe it's time to find someone who can love and adore her, someone who she can love till times end. It's a cliché to think of such when she is almost halfway through her life, that her happiness is important. Her last two marriages haven't been about toe curling love and maybe it is time she does something for herself. Her children won't be home forever, and maybe it's time to do something that makes her happy – to find someone who will make her happy.

Taking a sip from the champagne flute that rested between her fingers she bid farewell to the two Constance mothers in front of her, having a sudden need for a reprieve from the evening.

Making her way through the guests, many which stopped her in greeting on her path she made her way to the door and held the hem of her dress as the staccato of her Louboutins followed her out of the ballroom and the marble walkway until she reached the doors to the balcony that few knew existed. She only found it herself a few years back when she was doing a walkthrough of the venue for an event she was hosting here.

Opening the double doors leading to the balcony she embraced the freshness of the air, its cold touch wrapping around her in an attempt to soothe her troubled feelings. For all intents and purposes she should be happy this evening, she was in her element and everyone was doting on their Queen – which in the Upper East Side, she most certainly was.

But Lillian van der Woodsen was bored…

Bored of the same conversations; the exuberant use of perfume that it takes every bit of self-control not to sneeze; the uninteresting people who lack so much knowledge and wisdom (not that she was giving Confucius a run for his money or anything).

The thought of it all made her sigh.

"That's a deep sigh for someone who had barely arrived," a baritone voice interrupted her from her introspection.

Shifting slightly to her left the blonde took in the handsome man for a moment. His hair was beginning to silver and the ice blue of his tie accentuated the colour of his eyes. Stepping towards him she laughed, "I suppose it is, but then I suppose I can say the same about you. Leaving a party before it's barely begun?"

Flashing her his own megawatt smile he gripped her arm as he kissed her cheek. "I was just on a call, actually," he placed his cell back into his pocket for emphasis.

Nodding understandingly Lily took her eyes off of him and instead placed them upon the brilliant lights below. Between the stars and the skyscrapers the sky exuded a beautiful light tonight

Instead of heading inside as he intended to do before the blonde had walked out, he instead leant against the pillar that was behind him and stood in what many have called his signature pose with his hands in his pockets. He catalogued the woman in front of him, and wondered what troubled her. Unlike many of the women he associates with, Lillian van der Woodsen came from money and what had just transpired between was most certainly a faux pas given her upbringing and usual etiquette. Hence it was entirely unusual for the woman not to partake in the general small talk that is made at these gatherings.

With her lost amid the city's lights Bart took a moment to study her profile. Her blonde hair was wound up into a curly chignon at the nape of her neck while her lithe body was covered in a gold floor length beaded dress that he is sure would have taken the efforts of multiple people to get her into for how intricate it looks- but yet she manages to wear and walk in gracefully and with poise.

Though Bart wasn't stupid… he knew how attractive Lily van der Woodsen is.

He noted the goose flesh rising on her own exposed skin. Her coat was probably in with the coat check and didn't think to grab it before embracing the cold New York night. Shedding his suit jacket he placed it carefully around her shoulders and moved to stand beside her – his previous thoughts of heading inside abandoned.

"I'm fine...really Bart," she said once realizing he was still there. Lily moved to remove the jacket but Bart's hand stopped her.

"You'll freeze with out it on a night like tonight. Please Lillian," he fixed it around her once again and she wrapped herself in his scent and warmth

The pair stood side by side gazing at the sky before her soft voice shattered their comfortable silence, "Contrary to popular belief, I am not a damsel."

She could feel rather than see Bart Bass tilt his head to look toward her, "I would never think you to be a damsel, a lion maybe but never a damsel. I've seen you work these rooms, and an alpha you most certainly are."

This earned him a grin and she blindly reached out to pat his arm.

"You still didn't tell me what had you leaving the party in such a hurry," he pried.

Letting her hand fall from his arm Lily turned to face Bart Bass, "Oh it was nothing…"

He raised his eyebrow at her and despite the social impoliteness he wanted to pry.

They stood in companionable silence for a while before she spoke again.

"Do you ever miss the days when we were younger and we could do whatever we wanted to do? Control our own destiny? I've seen these people far too many times in the last few weeks with my doses of reality or as least my version of it coming few and far between at the same time.

"Am I making in any sense?"

Bart let out a chuckle and Lily noticed that when he genuinely laughs it reaches his eyes, making that brilliant azure sparkle.

"The monotony of it all finally getting to you Lily?"

"Something like that… I suppose age has me introspective."

Clearing her throat she shrugged off his jacket, "Thank you. Anyway I shall see you in there," with that she made her escape.

A dumbfounded expression rarely painted itself on a Bass' face, least of all Bart's. Had that really been Lillian van der Woodsen he had just spoken to? The A class socialite who threw parties and shopped with a budget that people don't even make in five years wanting more than the Upper East Side. Unlike Lillian, Bart was not of money. He had to work had to make his own, and a lonely route that had been especially with the passing of Chuck's mother.

These thoughts swam inside Bart's head as he replaced his jacket, immediately getting a whiff of her enchanting perfume mingling with his own scent for the brief period she has the article of clothing. Stepping inside her followed the direction Lily had taken not a few moments ago and steeled himself for yet another gala.

Walking in he was inundated with greetings and it was curious how his eyes tried to seek out flashes of gold beads amongst the throng of guests.

Eventually Lily almost literally ran into him as he made his way to the designated table that they both happened to be assigned to. A waiter accidentally brushed past her, knocking her equilibrium off course until two hands grabbed at her shoulder and waist in an attempt to steady her. Once Lillian regained her centre of gravity she turned to thank the man, smiling when she saw Bart.

"Bart… thank you," she paused, "how is Charles?" She questioned him and it was as if their conversation just thirty minutes before had never taken place, a society facade firmly in place.

"Anytime," he glared over her shoulder at the waiter in question and he promptly apologized to the blonde, "He is doing well. Serena and Eric are enjoying their time away?"

Her smile faltered for a second but she quickly recovered in the affirmative.

Dinner was a pleasant affair and conversation flowed easily amongst the well-practiced friends at the table.

However, before heading out she heard of Mrs. Thompsons facelift, Mr. Thompsons' twenty-something year old assistant and Mr. McKinnin's recently fired underage maid.

All in all it was a typical night in the Upper East Side.

Like she said, boring.

Bidding her hostess farewell Lily walked towards her awaiting town car, ready to take her to her temporary residence at the Palace.

The drive was short and if it hadn't been for the biting New York chill in the air tonight, she most certainly could have done with a walk. Lily was lost in her thoughts as the car pulled to a stop in front of the Palace, "Thank you Baxter," she thanked the hotels limo driver before stepping out.

"Anytime Ms. Van der Woodsen."

Nodding to the doorman she made her way to the elevator, ready to be rid of the gown and feathers for the evening. Just as the elevator was almost closed it opened again and Bart Bass walked through, laughing when he saw her.

It seems they were fated to meet this evening.

"What are you doing here Bart?" Lily queried.

"I recently bought the hotel and am staying here for a while."

She made a small noise as the elevator ascended and finally reached her floor, "Good evening Bart." She nodded and made her way down the hallway.

Bart smiled after her and looked skyward as the elevator doors closed once again.

Something about this night has obviously drawn him to the beautiful Ms. Van der Woodsen... and what did he have to lose? It's not like he doesn't have a healthy parade of beautiful women at his door - he is a Bass - but maybe it's time for a change, a challenge, someone who molds into this world andmaybe wants to create another...with him.

Nodding to himself he vowed that once he got to his room he would send a message to Lily.

Lily was in her pajamas and a silky robe after painstakingly trying to get out of her dress reading Forgotten stories of F. Scott Fitzgerald, the nights theme making her long for the magical worlds that Fitzgerald has always taken a shine to. A knock brought the blonde out of her revere and she found a hotel employee with a hand written letter on a serving tray.

'If you ever feel like breaking the monotony of your day, I'm here. Breakfast tomorrow? - Bart'

-GG-

Let me in, yeah let me get closer

Got me runnin' wild like I feel it over

Catch my hand, I'll be fighting for ya'

-GG-

Opinions? Before I start writing more chapters - will anyone read this?

Disclaimer: Not mine.

NB: Reposted but content didn't change. Fanfiction doesn't like to bold my works anymore.