|Portrayed by||Connie Nielsen|
|Last appearance||The Reaping|
|Family members||Mark Gray - Adopted son|
Luke Gray - Adopted son, deceased
Radmilla - Adopted daughter, deceased
Sami - Adopted son, deceased
Jamel - Adopted son, deceased
Lily Gray is a character and ex-follower of Joe Carroll who appears in the in Season 2 premiere episode Resurrection. Rich, powerful, having several political figures within her grasp, Lily is a very resourceful and dangerous woman, so much that she equals Joe in ruthlessness and killing. Having been loyal to Joe, Lily is a vengeful woman, vowing revenge on anyone who wrongs her or her family, having left Joe's cult after he betrayed her and swears revenge on him, Ryan and Mike.
Not much is known of Lily's background, however, from what the FBI discovered is that Lily was adopted by a billionaire and inherited his money (as it's implied she murdered him). According to Carrie Cooke, she may have been abused as a child. There are no records of her giving birth but a former housekeeper gave birth to twin boys before her death.
Lily is first seen on a subway and witnesses 3 people in Joe Carroll masks kill everyone but her and escapes with a cut on her arm. She is greeted by Ryan Hardy and informs him what she heard from the killers.
Later, at an art gallery, Lily is found by the twins, Luke and Mark, as they try to kill her and her assistant David. Luckily, Ryan shows up and saves them both. Afterwards, it seems the two start bonding. Ryan continues to visit and talk to Lily against orders banning interaction between the two. He soon discovers her in a lie and with the help of Weston's subway video footage realizes that Lily is involved with the cult. Lily escapes after murdering 2 agents and taunts Ryan over the phone. She meets up with Luke, who drives away after calling her "mother."
When Luke and Lily arrive at a large country estate, they are greeted by Mark as well as a diverse group of three who refer to Lily as their mother. Emma is also at the house and remains uncomfortable despite Lily's attempts at warming up to her. Afterwards its revealed Lily intentionally wanted Emma to be killed, but choose against it as she needs to get Joe to trust her. After Joe arrives at the house, Lily greets him and has dinner with him. She informs him about how Ryan is still obsessed with Joe. Lily requests that Mark distract Emma for a bit. Meanwhile, Lily has locked a young school girl in a cage and drugged her, presenting her to Joe as a gift for him to kill. Joe angrily refuses at first, thinking Lily is attempting to control him, but later goes through with the murder and ends up later having sex with Lily.
After spending the night together, Joe and Lily discuss Lily's idea of moving everyone to Lily's house in Venezuela. Joe hesitantly agrees. She later sees Gisele dead after Luke informs her Ryan killed her and Jamel. She orders her sons to make sure they escape and don't tell Joe anything about Ryan, to which she blames Luke over Gisele's death. In the morning, she gets a call from Ryan, who reveals he captured Luke. Lily swears Ryan's suffering will never end should anything happen to her son. Ryan proposes a trade with Lily, offering Luke in exchange for Joe. Lily drugs Joe to keep him asleep while Mark, Lily, and a hostage of hers meet up with Max and Luke for the exchange. Max lets Luke go in exchange for Lily's captive being released, unharmed. Lily, Mark, and Luke run off as Weston and Max chase after them. Weston catches up with Luke and shoots him, though Luke has a bulletproof vest on. Lily and Mark drive off believing it to be too late to save Luke. Afterwards, Emma gets a call from Lily, which Joe answers and expresses his contempt with Lily's news of Luke's supposed death and admits he's done with her, causing Lily to have an emotional breakdown.
Since then, Lily and Mark swear revenge on those who wronged them, starting with Ryan's niece Max. Lily calls Ryan informing her of Max's capture and over now it's personal for them. Though Max is saved, Lily later sends Ryan another video of Mike Weston's home, where she captured Mike's father and has Mark slit his throat in front of Mike. While Mike is horrified over what happened, Lily teases Ryan that she has more surprises in store for him.
After a 3 episode absence, Lily returns having hired several trained killers to bust her son Luke, who survived, out of custody, even if they have to kill several doctors, guards and even patients. Luke eventually does escape and has a tearful reunion with his brother and mother. Lily is shocked seeing the bruises on her sons face and swears she'll kill everyone who hurt him, but Luke doesn't care about that now. Just as they are about to leave, Mark gets a phone call from non other than Mandy Lang, who asks if she can stay with him for now having left Joe's cult.
Lily has her son Mark go and bring Mandy to her home and welcome her warmly to her family. Lily then bakes Mandy chocolate cake as Mandy admires the house. Lily asks Mandy where Joe is and violently slaps her when she refuses to tell. She then has her sons torture her for his location and ignores her cries for help. Later, Joe calls and asks for Mandy's condition and Lily lets him talk to a brutally beaten Mandy. Mandy begs Joe to save her and Lily tells Joe she will live if he comes and gets her in person and makes him choose for her to live or die. When he says he loves Mandy, Lily, though seemingly taking pity on Mandy, lets her sons kill her. Lily, Mark, and Luke later have dinner with Mandy's dead body sitting in a chair at the table.
In "The Reaping", Lily finds Joe's location through her phone and prepares to leave. While Mark questions why she needs to get Joe stating he doesn't want to lose anyone else, Lily criticizes his attitude calling him whiny and that he needs to man up, stating Joe has to pay for what he did and they can't leave till he's dead.
Once they find his location, Lily sends her men into the Korban camp, telling them to kill everyone they find but to leave Joe alive, as she wants to be the one to kill him. Luke offers to go, but Lily refuses, stating he's already hurt. However, he again ignores her and sends Mark to go get him, commenting to herself how stupid they are. She then notices her guard James is missing and, with her back turned, discovers Mike Weston behind her. He tells her to get on the ground and she does, stating that he can arrest her and she will go quietly while lying about her son's location. Mike, however, inquires as to whether if she would really want her son to be found. Just then Ryan and Max show up and try to persuade him not to kill her. Mike eventually lowers his gun, says "I know this won't fix anything... but it will fix you." and shoots Lily 3 times, killing her, thereby avenging his father's murder.
Vindictive, cold, cunning, Lily is an extremely dangerous woman. She has proven to be a master of camouflage in deception, having fooled the FBI and even Ryan Hardy after having been almost killed (twice) by Luke and Mark. Mike refers to her as a female version of Joe, showing she's just as intelligent and cruel as Joe.
At first, she appeared to have a romantic fixation of Joe, having wanted him to be a part of her family so they could live together. However, Joe first believed she was trying to control him, but later ended up sleeping with her in one episode. However, after she drugged him, Joe expressed his contempt of her and left her in an emotional breakdown. She then wanted to kill him on her own in revenge.
Lily has shown to be fond of traveling, having wanted to take her and her "family" along with Joe and live out of the country to live in peace and that she could settle down. However, she had no qualms in forcing others to do her bidding, such as drugging Joe to keep him from running away and even ordering her children to kill Emma and Mandy should they prove to be a problem, showing she's also not very trustworthy. This was further shown when she brought a civilian to a trade agreement rather than Joe himself and ruthlessly stabbed him to force Mike and Max to release her son. However, this may be viewed towards her own family rather than those she doesn't consider.
Lily has a strong devotion to those who she considers as her "children", as she was left distraught when Jamel and Gisele were both murdered. However, she's also cold towards those she believes is responsible for their death, having blamed Luke over both their deaths respectively. Her devotion to her family is further shown when she had an emotional breakdown when she thought Luke had died. He devotion is to the point that she only values the lives of herself and her family, having no qualms in murdering numerous innocent civilians at a bakery or hospital just to free Luke.
Above all, Lily is an extremely vengeful woman, having vowed to Ryan that should any harm come to her son that his suffering would never end. After believing Luke had died, she had Kurt Bolin kidnap his niece and taunted him on his phone over the whole ordeal. She then personally murdered Mike Weston's father due to Mike being the one who technically almost killed Luke. It's likely she killed his father in person so Mike could watch and be left emotionally distraught. Even after this, Lily still wanted them both to suffer, even after discovering her son was alive. Mark himself wondered why she needed to get revenge on everyone, especially now that they have their lives again and could escape, to which Lily says that anyone who wrongs her or her family must pay, no matter the circumstances. It was because of her obsession for revenge that was her downfall, which left her caught by Mike Weston and killed in retaliation for murdering his father.
- Two unnamed FBI agents
- Many fans refer to Lily as an evil version of Claire Matthews, given their similar appearances and connections to Joe Carroll. Mike however, refers to her as a female version of Joe, but more allusive.
- The way Mike carried out his justified execution of Lily parallels that of the way Ryan carried out his execution of one of Joe's followers whom, by force, had accompanied them in locating the burial site of Debra Parker, whom Ryan avenged after he and Mike found her lifeless.