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Lilly D. is a main character in the season 1 episodes "Really You: Part 1" and "Really You: Part 2" and the season 2 episode "The Return of Lilly D.".Lilly D. is first introduced when Lilly Carbo is given her from the temporary guardian. She, along with Lilly and Jill Carbo go to the spa at the Really You Company on the first day she is owned by Lilly. When Lilly’s friends come over, Lilly D. tells one of Lilly’s friends that she doesn’t like Lilly. Lilly gets mad and breaks her friend’s doll. Afterward, Lilly D. is taken away by Jill until Lilly learns to behave. Later at dinner, Lilly D. knocks over the gray boat onto Jill's computer. The only witness is Lilly and no one believes her when she says Lilly D. did it. At bedtime, Jill puts Lilly D. into bed with her and Henry Carbo. Henry disagrees with sleeping in the same bed with a doll and moves Lilly D. back into Lilly’s bedroom during the night. In the morning however, Lilly D. is back in bed with Henry and Jill. Soon, more strange things happen to Lilly when she’s around Lilly D. like a mirror breaking and writing on the walls. Lilly insists that Lilly D. is alive. To prove that Lilly D. isn’t alive, Brandon Carbo and his friend Josh set out to prove Lilly wrong. They put a video camera in Jill’s room but the next day the tape is missing. Brandon and Josh take off Lilly D.’s head and find the words destroy this doll. After they have put Lilly D. back together and leave the room, Lilly D. puts her head back in place. When Jill and Lilly come back from a visit to the doctor, Jill goes for a shower and doesn’t see or hear Lilly D. take Lilly’s body and put Lilly into the doll. Lilly D. then tells Lilly that she never actually liked her. In Lilly’s body, Lilly D. acts like a perfect child, serving her family dinner, washing dishes and talking kindly. She tries to get Jill to tell her that she loves her but Jill kept finding ways of avoiding saying so. The next morning, Lilly D. is leaving for school when Brandon, Josh and Jill realize that Lilly is the doll and Lilly D. is Lilly. Lilly D. runs away but is transformed back into a doll when Jill tells Lilly that she loves her. Lilly D. is then t by a garbage truck and is presumed dead by the Carbo’s and Josh. However, Lilly D. is shown to be still alive and waiting for another little girl to take her in. Sometime after her defeat, she is found by two boy's who breifly hassle her before this is witnissed by a little girl named Natalie. Natalie get's them to stop and get's Lilly D for herself. Natalie, who shows a quick love for the doll, takes her home and gets shows her to her grandfather. The doll is sent back to the company where she was created. When the Doll Maker see's her, she is initially frightend by Lilly D but relents when she finds a softer presance within the doll and has her fixed. She re delivers the doll to Natalie, who the doll maker see's as a good infulance on Lilly D. The dollmaker tells Natalie and her granfather about the doll's having souls (which Natalie's grandfather finds crazy).The other dolls warn the Doll Maker that Lilly D is still evil and that Natalie is in danger. The Doll Maker attempts to steal Lilly D back but the doll drops a fish bowl on her head, but it doesn't kill her. As the other dolls fore shadowed, Lilly D begins to show more darker traits shortly after the Doll Makers attack. Lilly finds a wounded baby bird and tries nursing it back to health but Lilly D show's extreme jeaosly and late at night tries to abduct and drown the baby bird but is stopped when Natalie wakes up and Lilly D's secret is revealed. While Natalie's grandfather was on his wheel chair, Lilly D stalks him through the dark halls and knocks him off the wheel chair. Natalie breifly rush's to her grandfathers aid before confronting Lilly D in the kitchen. The doll attempts to stab Natalie but is disarmed and decapitated by Natalie useing a frying pan.

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