Jess hurried excitedly through the loft door. She couldn't wait to tell Nick her news! The Ocean Conservation Day had been such a success that parents actually requested more field trips, and Dr. Foster had given her the go ahead for another one. So was born "Polar Express", wherein they would screen the movie for kids and their families, and sell popcorn and hot chocolate to get them in the holiday spirit, earning some much needed funds for the school. Okay technically it wasn't a field "trip" as it was still in the school gym, but she didn't care about semantics, and she was super thrilled. Her plan now was to cajole the guys into helping with crowd control, as parents liked to request special events more than they liked to volunteer for them.

The loft was quiet, but she knew Nick wasn't scheduled at the bar for another few hours, so she headed towards his room. As she got closer, she heard a muffled voice, and slowed her step. Taking a moment to peer through the cracked door, she saw Nick casually laid out on his bed, his legs crossed as he absentmindedly toyed with the buttons on yet another red flannel shirt with one hand and held the phone with another. Jess made a quick mental note to perhaps perk up his wardrobe with a new color.

"Ya, Ma I know. I'll tell Jess later." she heard him say. Ah, Bonnie! she thought. She liked that Nick called his mom. He seemed to call more often now that Walt was gone, and while Jess figured it was for Bonnie's sake, she had a good hunch it did Nick more good than he'd care to admit. Having eavesdropped enough, Jess went to push the door open and prepared a big smile.

"Of course I love her."

Jess's hand yanked involuntarily away from the door to her mouth, barely covering a squeal. Backing away from the door and into her own room, she carefully closed her own door, gritting her teeth as it latched. Letting out a sigh, she looked around her room for anything that would help her organize her thoughts. A knock at her door made her jump.

"Jess?" she heard Nicks voice. The door opened, and Nick smiled broadly at her. "Hey beautiful, when'd you get home?"

"Uh, home. Just got home, came straight to my room." she stammered. Nick leaned in for a quick kiss and brushed her hair behind her ear. "I got your text, you sounded pretty excited."

"I did?" she asked, her mind vaguely recalling the events of the day before she came home.

"Yeah, you used like eight different emoticons, so I figured..." he said with a grin. "What's up?"

"Oh, uh …. pssh, nothing." she said with a wave of her hand. "Um, I gotta go, CeCe needs me to go with her to … uh … test makeup." she lied.

"OK, well, have fun with that, I guess." Nick said with a chuckle. Jess brushed past him but was stopped when he grabbed her hand. Turning back, he caught her eyes with his. "Hey," he began, "I have to talk to you later, you gonna be free? It's kinda important." he said. Her eyes went down to her hand, where his thumb was lightly tracing over hers, muddling her thoughts. Looking back up, she just nodded. "Mmkay. I'll see you later then?" he said. With that and another peck on the cheek, he left a very flustered Jess alone in her room.

Cece, what am I going to do?" Jess asked. They were sitting on Cece's couch, Jess with her hands clasped in her lap. Nadia was in the kitchen, just kind of rooting around. "What is she doing?" Jess said in a low whisper. "Does she even know what a kitchen is? She knows that's where food is stored, right?" Cece sighed looking towards the cupboards as Nadia repeatedly opened and closed them.

"Yeah, shes' trying this new thing where being near the food is enough to sustain her without actually having to eat it, or something like that. Yesterday, she got out plates and everything and just stared at it for like an hour." she said, shaking her head. "Anyway, you don't know what to do? Jess as long as I've known you, you've always just dove in. But the past couple of years you've ...changed." Seeing a look of hurt on her friends face, she quickly added "for the better! You're more cautious now, you really seem to know what you want. But I think this time, you gotta be Old Jess. I mean, do you love him?"

"I don't know. I like him?" She said with a scrunched nose.

"You like him? That's it?"

"I like him a lot?"

"You like him a lot." Cece wasn't fooled by her friends lame attempt to cover her feelings. Usually it was Cece who tried to hide her feelings, but heartbreak had changed her friend, and now it seemed like Jess wasn't ready to admit her feelings out loud.

Cece sighed. "Well, then, you know what to do."

Jess returned to the loft. She felt guilty about waiting until Nick went to work after telling him she would be back to talk, but she just wasn't ready yet. She still needed to figure out what she was going to say, how to let him down. It was too soon, she kept telling herself. Just give me more time, I'll be ready she thought. Hopefully a good night's sleep will help her think clea – crap! Jess eyes landed on Nicks, who was sitting on the couch next to Winston. "Jess!" he said with a nod.

"Nick!" she exclaimed. "Why are you here?"

Nick looked surprised. "Where else would I be? It's Thursday." He said. "You OK Jess? You've been acting weird all day."

"Your face is acting weird." Nick made a turtle face. Jess quickly headed towards her room. "Jess, wait!" Nick called, springing from the couch. "So tonight, I was thinking we could -"

"Yeah, about that, I think I'm just gonna hang out in my room tonight, catch up on my reading." she interrupted.

"Catch up on your reading?" He said, unconvinced. "Jess, what's going on?"

"Nothing! Fine, we'll go, whatever. Where are we going?"

"There's this Mexican place down the street, Schmidt's been on my back all month to go, so I'm gonna kill two birds with one stone."

"Me being the other bird? You're gonna kill me?" Jess said, confused.

"Sure, that's sounds right. No, Jess! I mean, I have something really important to talk to you about, and I don't really want to do it with Winston staring at me. No offense man."

"I just stare to make you uncomfortable! " yelled Winston's voice from the couch.

Nick sighed. "Anyway, sound good?"

"Sure." Jess said in a clipped tone. "Let me just get changed, real quick, and we'll go."

"You look fine, we're just going down the street." Nick said looking her over.

"Yeah, but you've already seen me in this, and we can't let it get stale no can we? So.." she said, and quickly made her way to her room, leaving a very confused Nick alone and slamming the door behind her.

Panic was setting in, and now she needed a plan. Rifling through her closet, she got an idea that she was sure would slow this train down and buy her a little more time.

"So you really gonna do it?" Winston asked.

"What's the big deal? It's been a long time coming, I've just been lazy about it." Nick explained, his eyes not leaving the TV.

"What'd your mom say?"

"What, you think I run everything by my mom? I'm a grown man, Winston, I don't need my mom's permission to ..." he trailed off, seeing a completely unfooled Winston watching him. "She was happy. She says hello, by the way." he said, resigned.

"You think Jess is ready for all that?" Winston pried, wondering if his friend was shooting himself in the foot.

"Yeah, I do. I mean, I know she's been there before, and it didn't really end well, but this time it'll be different. I'm ready -" he was cut off at the sound of Jess's door opening. He went to stand up when his eyes took in a sight that made both his jaw drop and his insides turn. Jess had changed alright, but not into what he had expected. From the head down, Jess had draped herself in layers of unforgiving colors and fabrics. He was pretty sure that he saw a towel. And she was wearing boots. Not sexy time boots, but the kind you splash puddles in. Neon green rain boots.

"Jess, what are you wearing?" He said, unable to help himself.

"More like, what isn't she wearing." Winston chimed in. "Did a hamper throw up on you?"

"What ever happened to a girl displaying some modesty?" she asked with feigned indignation. "It's about time women stopped using their bodies as display racks!"

Nick was torn between amusement and horror at the thought of being seen in public with .. all that.

"Jess, come on. You're not a display rack, okay? You're smart, and funny, and just please go and put on one of your pretty dresses." Nick pleaded.

"If you don't want to go out with me dressed like this, then maybe we shouldn't go out at all." she said, feeling satisfied that her plan was working.

"No we're going." he said, walking towards the door and holding it open for her. "Jess, I don't pretend to know what's going on inside that head of yours, but if it's that important to you, we'll go out. With you dressed like that." he said with a slight frown.

He was calling her bluff. Damn him, being so understanding! Well, then, let's do this Miller.

"Alright, fine! Let's go! Maybe we should stop by the bar, get a drink? Let's go to lots of public places!" she said, storming out the door and towards the elevator. Nick shut the door and followed her, pressing the button.

"Wherever you want to go, I don't care." He said, waiting on the elevator door to open. It did, and he got in, leaving Jess standing in the hallway. He waited for her to enter and the door began to close. He stopped it and held his hand in place on the door. "Jess, come on, let's go. What are you doing?" he said, losing his patience.

"But, no, I look ridiculous!" she exclaimed.

"I agree! Then why are you insisting on wearing that?"

"Because I'm not ready!" she said, tears forming in her eyes.

"Not ready for what? We're just going to eat! Besides, I needed to tell you something, it's kinda hard for me to say, so I thought.."

"I don't like talking when I eat, it's distracting."

"What?" he said, utterly confused. If there was one thing Jess liked to do when she ate, it was talk. "Well, I guess I can just tell you here..." he continued.

"NO!" she shrieked. "I mean, uh, no, let's just wait and you can tell me, whenever, you know, maybe next month or something."

"No, next month is too late, I -"

"You know, statistically, Thursday's are not a good day for giving someone news, most studies say Wednesday is the best day for that, and that was yesterday, so you should probably wait another 7 days at least .."

"Jess -" Nick said.

"and maybe even another after that, you know, just to let it -" she rambled on.

"Jess! I want you to come to Chicago with me for Christmas!" he yelled.

Jess stopped rambling. "What?"

Nick sighed. "I talked to my mom, and she thought it'd be a good idea, since you guys kinda got off on the wrong foot last time. Plus my aunt is gonna be there. I haven't seen her in a few years, she's a total battleaxe and she thinks I hate her and it's gonna turn into a big thing if I don't go, but it'd be a lot more fun with you there."

A sense of relief was the first sensation to waft over Jess. And then an immediate sadness. I love her. He was talking about his aunt. Not Jess. He wasn't going to say I love you. He just wanted her to keep him company in Chicago. Her eyes began to burn, the realization setting in that not only was he not going to say it, had not planned on saying it, but that she actually wanted him to say it. She wanted him to say it, and she wanted to say it back. And now she knew what she felt, and it hit her like a blow to the stomach and she began to cry.

"Jess? Hey, hey what's wrong?" He said, leaving the elevator and pulling her into him. "Hey, you don't have to go if you don't want to, okay? I know my moms a little scary, but she really likes you."

"No it's not that, I just. " she said with a sniffle. "It's nothing. I'm sorry, I've been so.. weird today."

"Eh, I've gotten used to it." he said with a light chuckle. "Let's go back inside, I'll just get a pizza or something. Sound good?"

Jess looked into his eyes, so full of sweetness. "That sounds great, actually." She sniffed again. He gave her a soft kiss on top of her head and slipping away from her headed back towards the apartment.

"I love you." Jess said aloud, stopping Nick just before he reached the door. Jess was at once exhilarated and scared out of her mind. She'd said it. It was out there. And now there was silence. Nick turned to face her, his features not betraying his thoughts. Jess searched his eyes for some hint of a response. There they stood, the hall between them, in stillness.

"I love you too, Jess." he said calmly.

"Really?" she asked, not sure if he was being honest or just saying it because she was all teary eyed. He grinned softly, and moved slowly towards her. "I really love you, even when you're the most maddeningly confusing person I've ever known." With that he pulled her into him once again, and her heavily clothed arms tried to wrap themselves as best they could around his neck as his mouth crushed softly onto hers. Breaking from her, he stroked her arm. "Come with me to Chicago. I need you there." he implored her.

Jess smiled, her eyes brightening with a new sense of clarity. "I'd love to." Kissing him again, she breathed a sigh of relief and snuggled into his chest.