"My mother has a way of knowing. She knows what my dad is thinking before he says it and she knows what we need before we ask. Not all mothers are like this, I've found. I think mine just knows because, her own mother never did. With one look in her direction, perhaps a somewhat pleading look, my mother will quickly shoot down whatever ridiculous plan that I was hoping she'd help with and just as quickly, she'll be working by my side, if she thinks that I'm being reasonable. That's what my mother does; anticipate and strike. Then again maybe she's only like that because she's Blair Bass."- Audrey Bass, Falling Up.

In the near forty years that Blair had lived in penthouses, she had come to form a few obvious ideas on the sound of elevator doors. The sound of the doors clicking loudly with perhaps a small ting, followed by the slightly gravely slide of parting, was the sound of arrival and departure.

Arrival was always welcomed and greatly anticipated. That is, if those stepping onto the marble floor of her home happened to be her children arriving home from school or some particular activity or event. Whether that be a society event or party for Charles and Audrey, art class for young Edward, sport practice for Alexander, music for Isabelle, or swimming lessons for Harrison and Abigail. Often enough it was her arrival that accompanied her children's and she was always pleased to be home.

Or the arrival of her husband Chuck; the sound of his voice calling out to her as he placed his briefcase on the floor, the promise that his work was finished now that he was home. The mocking tone that was paired with "honey, I'm home" made her breathing hitch and a blush spread across her chest when she thought of how she still loved him and longed for him the way she had when she was only a girl.

This arrival, like her children's', sent her striding quickly to the foyer, not wanting to be parted from him a minute longer. She grasped at this small opportunity to greet her husband with a warm, passionate kiss before her children came eagerly to greet their father and steal him away from her to share their days' exploits, where he would then whisper huskily in her ear, "Later." He would kiss the nape of her neck as he was dragged away by the children. She would smile at him. He would smirk back.

Her father and his partner, her mother and her husband, her in-laws, her bizarre extended family and her friends, these were all welcome additions to her home. They allowed her, in true Blair Bass fashion, to show off her family and play the perfect hostess that she was known to be along with the opportunity for some much loved and ever absent scheming with her best friend Serena; usually as to how to coerce sixteen year old Audrey into falling in love with Serena and Nate's son- Charles' best friend- Christopher.

Departure was less welcome, perhaps even completely unwelcome, yet inevitable. Because although she preferred not to admit her co dependence, every time Chuck or one of the children stepped into the elevator and disappeared, a small part of her travelled with them like a shadow. Then she was left alone to do many hours of work that accompanied her job as chief editor of VOGUE.

But sitting there as she was, with Chuck's arm draped across her shoulders; Charles, in a tone much like his fathers, discussing with Audrey what he wanted to do for his eighteenth birthday; Edward drawing pictures, and Alex, Belle, Harrison and Abigail fast asleep upstairs, the sound of elevator doors was clearly an interruption. She knew that the people who were always welcome had prior engagements that night and therefore she was expecting no one.

So when the maid, Elena, who worked at night when Dorota was home with her family, came forward to announce the arrival of a Cameron Baizen for Miss Audrey, Blair and Chuck were surprised to see their daughter practically jump from her armchair as the young man walked in.

He observed the family his father had sneered at for so many years, so unusually unguarded and apparently not prepared for company judging by the lavender silk slip that Mrs. Bass wore as she curled in towards her husband. Nor Mr. Bass' lack of tie and shoes with his scrupled business wear as he held his wife on the couch, his lips whispering softly in her ear before he placed a kiss on her jaw.

The Bass children also were surprised. Charles and Edward both frowned at the visitor and seemed to lean protectively towards their sister who pulled self-consciously at her own sky blue silk slip.

Audrey ran at him, throwing her arms around his neck as she screamed, "Cameron, your back!" He kissed her immediately, and as always she felt awkward and childish under his mouth, her lips never parting for fear of simply not knowing what to do. Cameron was working on it; he planned to break this particular mare until he had her sweating and panting like an overused mule.

"Perhaps if you decide to come over uninvited at nine o'clock at night you could at least forewarn us. As you can see, we weren't expecting company," Charles said nodding towards his family, the usual Bass smirk playing on his lips, his soft Waldorf eyes guarded as he sauntered to where his sister clung to Cameron.

"Or better yet," he continued, "don't come at all."

"Sorry Chuck, Blair, my son here said that he had to see Audrey before we went home," Carter Baizen walked into view, his hands in his pockets, a smirk playing at his lips.

At that moment Blair and Chuck rose from the couch.

"What are you doing here Baizen?" Chuck snarled. The Baizen men couldn't help but be amazed by how beautiful Mrs. Bass was; she only looked thirty though they both knew that she was ten years older. Mr. Bass beside her was equally as handsome and looked only slightly older.

Cameron held onto the younger model of Blair a little tighter, his father's smirk grew. He noticed however, the slightly angular jaw that Audrey had inherited from her father and cringed. And the younger boy, Edward, he must have been only 13, he too was exactly like his older brother and father expect for his full lips which could only have been Blair's.

"Daddy, how could you speak to Mr. Baizen like that?" Audrey looked incredulously at her father, her eyes narrowed.

"Audrey, do you know who this boy is?" Blair asked her daughter, ignoring Carter's eyes as she stepped forward.

"Well yeah, he's my boyfriend," she sounded just like her mother, condescending; her voice was full of superiority.

"Audrey Eleanor Bass you are far too young for a boyfriend, let alone a Baizen," Chuck took his daughter's arm and pulled her gently away from Cameron. The boy only smirked like his father and stepped forward as if to follow her.

"Chuck, you should know by now that Waldorf women can't resist a Baizen," Carter chuckled, his eyes darting towards Blair.

"I think you should both leave," Chuck growled, stepping in front of his daughter and putting a protective hand on his wife's lower back.

"Daddy! What are you doing?" Audrey looked like she might cry. But she was her mother's daughter, she would wait until later.

"We just got here," Cameron snapped, stepping forward and making eyes at his girlfriend.

"You shouldn't have come," Blair hissed, her daughter moved as though to go back to Cameron, "Audrey, don't you dare." She froze.

"Blair, you of all people should know that I'm just getting started," Carter began, "you'd know if I had 'arrived'." He chuckled at his joke, his lips twitching as his eyes roamed her body.

"Fortunately I'm the only one who can keep her coming back for more, now get out," Chuck's voice was cold as ice as he stepped further in front of his family. Charles too stepped forward to take his sister's hand.

"Audrey, don't waste your time with him, he's just using you" Charles said pulling her further away.

Chuck was about to walk straight over to Carter and break his nose, only Blair's hand stopped him. She had that look on her face. The don't-mess-with-me-I'm-the-crazy-bitch-around-here face.

The Bass family watched curiously as Blair walked right up to Carter. She leaned in, as though she might kiss him on the cheek. She felt him shudder as her lips brushed along his ear, warm air escaping her mouth and making the hair on the back of his neck stand up.

"Carter," she whispered, "If you don't leave right now, I'll call Serena and have her give me the number for the police in Santorini." She felt him gasp and she knew that she had succeeded in both scaring him and, judging from her proximity, turning him on. "Leave," she continued, "and don't come back. And keep your son away from daughter."

Blair stepped away. It was obvious to everyone that whatever she had threatened him with had worked. Carter gulped and nodded for his son that it was time to leave.

"It's been a pleasure as always, Mr. and Mrs. Bass," he drawled, "I'll see you soon." The remark was teasing but Blair just smiled back, not giving him the satisfaction of a response.

"Audrey, I'll see you tomorrow after school," Cameron winked. And they were gone.

xoxo

When she was sure that Edward was fast asleep, Blair closed his bedroom door and came down stairs. She re-entered the living room to find Chuck and Charles conversing in that way of theirs that involved only eye contact. Audrey was sitting as far away from them as she could. She tried desperately to hold back her tears. On Blair's approach she shot up.

"Mother, will you please explain to me what's going on because those Basstards won't?"

"Audrey, watch your language please. I never said I wouldn't explain, I just wanted to wait for your mother," Chuck hated to hear bad language from his little girl.

"Okay," Blair said as she sat beside her husband once more. "What would you like to know?"

"What's the deal with the Baizen's?" Charles asked before his sister could start a tantrum. She glared at him and slumped back into her arm chair.

Blair looked at Chuck for encouragement, wondering how much she should tell them. He pursed his lips but nodded for her to continue. So she told them everything about Carter. Her relationship, Serena's, Chuck's problems. Everything.

"What on earth did you say to get him to leave, Blair?" Chuck cut in, his eyes full of curiosity.

"Ah my dear, when in Santorini," she smirked, wriggling her eyebrows. Chuck lips twitched.

"What happened in Santorini," he chuckled, kissing her softly.

"So why can't I go out with Cameron?" Audrey asked innocently.

"Because Cameron is exactly like Carter. And Carter is quite similar to me. And at that age, boys like that are bad company to keep. Just ask your mother," Chuck sighed.

"Now both of you listen. We want you to be happy and make your own decisions but every so often you just need to trust us, because we've been there. And believe me, we've done everything. We haven't forgotten what it was like to be eighteen yet, or sixteen for that matter and we just want you to reach each stage in your own time."

"Mom, that's enough, you don't want to make an old man cry," Charles joked nodding towards his father. Chuck merely smirked before the kids got up to kiss their parents goodnight. Audrey sulked dejectedly up the stairs to her room.

Truthfully, she wasn't like her parents, relationship wise anyway. If she was being honest, she hadn't even had a proper kiss at sixteen, and while she reluctantly admitted this only to herself, Cameron was just a hot guy who she thought could teach her a few things before she met someone special. She wasn't even ready for that.

Maybe it had something to do with her parent's rocky start at love, but she wanted to save her first real kiss for someone she loved as much as her mother loved her father, or as much as she knew Holly Burke loved her brother, even though he couldn't see it. She really just felt sick thinking about being intimate with someone she didn't love. So, much to her distaste, she settled with being the odd one out, both in her family and among her friends; the girl who kept her heart as far from her sleeves as possible.

When her mother moved to follow her up the stairs she didn't protest. She just carried on through the door to fall in a sobbing heap onto her bed. She was proud of one thing though, she had more self-respect than anyone she knew. Her body was hers only, and she kept it strong and locked away. She didn't succumb to body image issues like her mother, nor did she let anyone take advantage of her.

Sometimes, her father commented that perhaps she wasn't his little girl. He would chuckle and look at Blair in mock disgust and say, "She must be from Brooklyn." Audrey had learnt later that he was referring to her uncle Dan. But the only thing that supported this theory was her grace towards the lower class and her passion for art, which really, she got from Blair.

She even once quoted uncle Dan's "Sex is like art" speech to which Charlie just laughed. But sex, she thought, should really be treated like the most beautiful pieces of art. She thought she deserved someone who would look at her like she was the most beautiful girl in the world and she wanted to be able to look at him and say without a doubt, that he was the most exquisite artwork she had ever seen. She thought everyone deserved that.

But as Blair stood silently in the door way watching her little Audrey get up from her bed and sit down at her desk to write, there was no doubt in her mind how much of a Bass she was. She didn't trust anyone except her family and close friends. She was a little bit shy like Chuck, but acted confidently and gracefully like Blair.

She was stronger than Blair though. She was poetic like Chuck, gentle like Harold and even a bit spontaneous like Lily and silly like Rufus. Blair watched and she was proud of what an amazing woman her baby girl would grow to be.

"Do you want to talk about you and Cameron?" Blair asked tentatively, taking a step into her daughter's room. Audrey turned around slowly, looking at her mother before she turned back to her drawing board and picked up her pencil.

"Not really. Do you want to talk about it?" The question was wise and almost biting. Blair was a bit taken aback but she continued.

"Yes."

"Ok."

"Do you really like him?" Blair asked.

"I guess."

"Does he like you?"

"Yes."

"Does he respect you?"

Audrey didn't answer for a moment. "Not like his brother does."

"Who is his brother?"

"Henry West. He isn't Carter's son though."

Blair froze, her mouth agape. She gave Audrey a chaste kiss on the cheek whispered "goodnight," turned on her heel and walked out.

xoxo

When Blair finally got to bed, the penthouse was quiet. Chuck was reveling in the serenity. He sighed.

Blair was still shocked, but then she didn't know how she could be so surprised that her daughter had managed to end up tangled with the offspring of Carter Baizen and Michael West, it was the Upper East Side after all. Blair had intended on saying that as long as she was happy, comfortable and safe, that she would support her with all of the boys she dated. But on hearing Audrey's revelation, Blair had walked out of her room in shock.

"Audrey…" Blair began as she crawled into bed with Chuck. He smiled, putting his book on the bed side table.

"Cameron Baizen and Henry West?" Chuck finished. Blair looked at him questioningly. "We talked over coffee about Henry, not Cameron. It takes a Bass to end up in that kind of a mess. It could only happen to us. Next thing we know we'll have Nate's son and one of Jack's illegitimate children lining up too to take your beautiful daughter out and try to steal her innocence. But that would be incest if it were Jack's. Wrong. "

"Why didn't you tell me?" Blair whispered, as Chuck ran a hand through his hair and shifted on the pillows before lacing his fingers with hers. He reached across and turned off the lamp.

"I was going to, but I didn't know what to say."

"Well, I get the impression that she is just using Cameron to make Henry jealous," Blair grazed Chuck's jaw with the pad of her thumb, curling in closer to him as they whispered in the darkness of the room.

"Oh dear," Chuck sighed, "this won't end well. We need to stage an intervention."

"I love being a mom," Blair chuckled into Chuck's chest.

"I love you being a mom, you make it look so sexy." He kissed the top of her head.

"Thanks daddy," she purred, kissing his bare chest. He growled in response, climbing on top of her and pressing his body into every inch of hers. Her legs parted automatically, allowing his legs to fit between hers, his hips to press into her bones.

Chuck pressed his lips hotly against hers, his tongue searching for entry. She acquiesced but then stopped herself.

"One child at a time Bass. We need to figure out what to do with Audrey before you put another doomed Bass baby in me."

He lay down beside her again and they talked well into the night. They held each other close and listened to the rain as it fell on the window pane.

"Charlie met a girl," Blair told Chuck. "Her name's Holly."

"Holly Bass sounds pretty," he replied.

"Oh shut up."

"We need to talk to Audrey tomorrow."

"Yeah."

"Did you hear that? Is that the elevator again?"

"It's Abigail."

"I'll go and get her," he whispered.

Chuck returned after a second with Abigail in his arms. She curled up between him and Blair and they all fell to sleep. And Chuck remembered when Audrey had been that little and innocent. He longed for the day when he could protect her from everything. When he was the prince in her world.

"My dark knight was a prince in disguise. Except I knew it before he did." (Blair Bass)- Audrey Bass, Falling Up.

Please leave a review!