"What are you talking about?" Tommy stared at Felicity, a shocked expression on his face. "How can you not have a date for Valentine's Day?"

Felicity sighed. "And when, precisely do I have time to meet someone, let alone get asked out on a date? I spend all day at QC, most of the night here," she gestured around the Foundry basement. "And about 4 hours sleeping before I do it all over again."

Tommy shook his head, "But what about Oliver..?"

Felicity looked at him warily, "What about him? He doesn't think of me in that way."

"But…"

"No. Not gonna happen and I'm not waiting around just in case." She saw the look he was giving her and stood to reassure him. "Really Tommy, it's fine. I made my peace with this situation a long time ago. But what about you? Are you taking Laurel out?"

Tommy grimaced. "Speaking of making peace with things…"

"I'm sorry Tommy," Felicity said softly.

He shrugged. "We decided that we work better as friends nowadays. Too much water under the bridge and luggage enough to sink us both."

She nodded in understanding and a thoughtful silence fell between them.

"You know what?" Tommy said suddenly. "Screw it. Let's dress to the nines and go out together."

"What?"

"Absolutely. Let's go have some fun for a change. We both spend far too much time in darkened rooms, let's let a little light in."

He snapped his fingers, warming to his subject, "I know a place you would love. We'll go have some dinner, maybe dance a little…just two friends enjoying each other's company. What do you say, Smoak?"

"Dress to the nines?"

"Yup."

"Dinner and dancing with a friend?"

"You've got it."

"Sounds wonderful, "she breathed.

Tommy could wear the hell out of a tux and he was pulling out all the stops tonight. He stood outside Felicity's door, fidgeting with the bouquet he'd had custom made: daisies (her favorite) mixed with gerberas and black-eyed susans (for color) and some odd little berry things he thought looked cool. The complete effect said "Felicity" to him.

Felicity opened the door. "Hey Tommy, come on in," she said with a warm smile.

"Thanks. These are for you."

"Oh," her eyes glistened, and for a moment he wondered if he had a misstep. "Tommy, they're beautiful. I love them."

He let out a breath he hadn't realized he was holding. She was already dressed in a long black wrap-style coat, so she quickly transferred the flowers to a vase before grabbing her purse and locking the door behind them.

There was a cold bite to the air and gathering ice on the steps of her apartment building. Tommy offered her his hand when he saw the strappy silver sky-high heels she was wearing. She took it gratefully and picked her way down the steps.

When she reached the bottom he tucked her hand in the crook of his arm. The simple gesture filled her with warmth and a wave of sadness washed over her as she realized just how damn lonely she was. She was always so busy that it hadn't even occurred to her until this moment.

Tommy helped Felicity into the back of the town car he'd hired for the evening. While he walked around to climb in the other side, she did her best to shake off the melancholy that was threatening to encroach on their fun.

"Enjoy it for what it is," she scolded herself under her breath. "Don't over-think it and ruin things."

Tommy slid onto the seat beside her. "Ready?" He asked.

"Yes" she grinned back.

At the coat check of the restaurant Felicity unwound a long scarf from around her neck and placed it on the counter. As she unfastened her coat Tommy moved behind her to slide it from her shoulders. He passed it to the girl at the counter and turned back to Felicity only to have his brain completely short out.

Felicity was wearing a midnight blue dress that complemented her creamy skin and brought out every shade of her blue eyes, from the lighter cornflower, to the startling cobalt and on through the deep sapphire blue ringing her iris. The bodice of the gown was all lace and gave the illusion of being nude underneath. It was sleeveless with a high scalloped neckline which gave a demure counterpoint to the swooping non-existent back. The skirt clung tightly to her hips and showed off every curve until it reached the mid-point of her thigh and then flared out in feminine sculptured ruffles down the long lines of her legs and just barely brushed the floor behind her. When she walked, the skirt showed her legs off to impressive effect.

"Felicity…" Tommy gasped.

"Do you like it?" She asked, pleased at his reaction.

"Like it?" His voice sounded a little strangled to his own ears. He stepped forward and took her hand. He twirled her to get a better look and something close to a moan came unbidden from his chest. "Felicity, you're delectable."

As she came back around to face him, she giggled, delighted. "Tommy!" She swatted his arm. "You know just what to say to a girl!"

A shadow flickered across Tommy's face for a moment and he looked as though he was going to speak. He shook his head with a wry smile and offered her his arm. "Come on Smoak. I'm dying to see what you think of this place."

They followed the hostess down the wood-paneled hall to the dining room and when they turned the corner and stepped through the doorway, Felicity gasped.

"Oh! Oh Tommy! It's beautiful."

The room was an exaltation to art deco splendor. Every angled detail, every precise curve was original to the 1920s era.

As they entered the room there was a curved staircase on either side of them, swooping back and up onto a balcony filled with small tables. They weaved between the larger tables in the main floor of the room and Felicity was happy to see they were being seated at a table-for-two set off in a quiet space a little way away from the others.

All of the tables under the balcony were cleverly separated by screens of Tiffany-style glass and lush greenery. The whole room was lit intimately with glass sconces and hidden lighting in the ceiling. There was a beautiful wooden dancefloor with an intricate inlaid design and a live orchestra near the far wall, all dressed in tuxedos.

It was by far, the most beautiful restaurant Felicity had ever seen. The décor combined with the music was intoxicating. She suddenly felt a rush of relief that she had chosen this dress. She nearly hadn't worn it, concerned she might be overdressing for the occasion.

Tommy watched her intently with a small smile. "I knew you'd like it."

Their dinner together was surprisingly easy. Tommy was charming and made Felicity laugh with tales of the foolishness he and Oliver used to indulge in. Felicity, in turn, entertained Tommy with the little-known secrets and stories of Vegas. When she zigged and zagged her way through a rambling side story filled with innuendo, Tommy decided that he would make it his life's mission to encourage her to do that as often as possible.

They had finished their entrees and were satisfied but not over-full. Tommy's pork shoulder and Felicity's Arctic salmon had been light and flavorful. They had shared bites with one another, in an easy intimacy that felt natural, as though they had been going to dinner like this for years.

Felicity sipped her wine while they studied the dessert menu. She had almost settled on something unpronounceable made with three kinds of chocolate, when a violin began the strains of a tune she recognized and was joined soon after by the rest of the orchestra.

"A tango," she exclaimed. "Oh it's been years…" She craned her neck to see if anyone was on the dancefloor.

"You know how to tango?" asked Tommy with a quirk of one eyebrow.

"Yes," answered Felicity with a faraway look in her eye. "My Mom made me take dance lessons all through high school. She said that if I was determined to spend all my time hunched over a computer keyboard, then I'd better do something physical to balance it out." She flushed, "I mean… dammit." She fiddled with her napkin, trying not to meet his eye.

Tommy smiled and stood up. He moved to her side and gave her a half bow. "Miss Smoak, would you do me the great honor of dancing with me?"

He extended his hand to her and she blinked for a moment. Then a grin crept over her face and she took his hand.

"Why, Mr. Merlyn, I'd be delighted!"

He led her to the center of the dance floor, moved them easily into a dance frame and silently counted off the beat. Tommy began with a simple, elegant step, wanting to gage how much Felicity knew. It had been far too long since his last tango, so he was feeling his way at first, Searching his memory for the steps even as his body moved easily with the music.

Her feet stepped and slid easily around his with a flick of the ankle and a backward toss of her heel. His feet moved quickly with hers and a heady combination of instinct, muscle memory, and months of practice one summer long ago, combined to fill his mind and body with a confidence and surety which surprised him.

He turned her around in a fluid movement and caught her against him, her back gently pushed against his chest by one hand on her stomach and the other grazing gently along her ribcage. As his fingers slipped over the lacy fabric of her bodice he heard her breath hitch. He spun her quickly and stopped her in his arms when she faced him again.

Felicity's hands caught hold of his upper arms at the same moment as Tommy's hands found the skin of her back. The music had reached one of those wonderful breaths, the pause before the notes tumble over each other in that sensual rhythm that belongs only to the tango.

Their eyes locked on each other.

Felicity slid her left hand up over his shoulder until her fingers were gliding around the back of his neck. Tommy lightly traced the curve of her right arm all the way down from her shoulder until his hand found hers again.

There was a half a breath and then the pulsing thrum of the music had them moving again.

Something had shifted in that moment, in those few beats of time. What had begun in lightness and friendship was now sailing into uncharted depths. If it had been any other dance they could have brushed past the moment and regained their equilibrium.

But the tango…the music flows with a disarming languor giving the dancers ample time to move around one another. Prowling and testing, sliding and teasing. Fingers and calves sliding over skin in equal measure. Twisting, slow sensual dips and quick breathless spins. No time to catch your breath. No time to think, only feel.

They moved in perfect sync around the dance floor. Tommy dipped Felicity in a slow, deep arc, bringing her upright with one hand searing into her hip and the other stroking a hot trail up her back until their lips were a breath away.

Tommy's eyes were dark with desire and Felicity felt a shudder of need pass through her. She tapped out a complicated step over and around his legs, trailing her hands across his chest, until she stood behind him with her hands mapping the muscles of his shoulders. She dipped down suddenly and swept one leg out and around in a graceful arc while she slid her hands smoothly down one of his legs, using it to anchor her as she pivoted on her other heel to bring herself back around to his front.

Felicity rose slowly from the floor, trailing her hands up the outside of Tommy's thighs. As soon as she was eye-to-eye with Tommy, he grabbed her hands and flung them over her head, holding them there with one hand while he towered over her, matching her step for step, his other hand indecently low on her back, guiding her along with him.

Neither one of them backing down. Each pushing the other within the confines of the dance to see just how far they could take this. The air seemed thick between them; it was getting hard to breathe. The way Tommy was looking at Felicity made her stomach swoop with anticipation. His hands were firm on her body, simultaneously guiding and branding her. But then he would ghost along her skin at times with a touch so light and sensual it would send ripples of desire straight to her core.

Her whole world had narrowed to this dance. Every step and touch became part of their wordless conversation. Every look between them was a searing promise of what was to come.

Tommy ended the dance with a deep dip. Felicity was long and lean in his arms with her head thrown back and her hands splayed along the sides of his head. Tommy's head was bowed low over her; his lips hovering painfully close to the pulse that throbbed at the base of her neck.

His breath stuttered a little as he oh-so-slowly brought her up to a vertical position. Her pupils were blown and she seemed a little dazed, like she was waking up from a particularly erotic dream.

"Felicity…" he said, his voice catching.

She looked at him, stunned, as if she had no idea what to say. Her lips parted and the tip of her tongue darted out to lick them. He couldn't take his eyes off them. He started to dip his head towards her to claim them when-

"My dears!" interrupted a loud, cheerful voice at their elbow. "That was wonderful! Are you celebrating an anniversary? Why- you look like you do that all the time…"

The spell was broken and Felicity came to herself all in a rush. "Hmm? No, we're just friends," she said, her voice shaking as she answered the elderly woman at her side.

"Marjorie, what did I tell you?" put in a man behind her, who presumably was her husband. "It's Valentine's Day, leave these young kids alone. How can he put the moves on if you're…"

Tommy laughed, or tried to. It came out sounding a little hollow to his ears. "No she's right, we're just friends." He slipped a hand to Felicity's lower back, "You folks have a good night. Please excuse us." He steered her back towards their table, but when they got there she picked up her clutch and excused herself to the ladies' room.

He stood frozen as he watched her go. "Damn," he bit out under his breath.

Felicity exited the stall and took a long, hard look at herself in the mirror while she washed her hands. Her face was flushed and her eyes were wide with her pupils drowning out the blue of her irises. She frowned and shook her head.

"No good can come of this," she told herself sternly. "Stop. Now"

She braced her hands on the counter, closed her eyes and took a few deep cleansing breaths. Opening her eyes, she nodded briskly at her reflection and reapplied her lipstick before squaring her shoulders and walking out the door.

Felicity walked as gracefully as she could back to the table. It worked only until she saw Tommy playing with the stem of his martini glass, looking simultaneously dejected and breathtakingly handsome.

"Crap."

Tommy looked up at her and she realized she had said it out loud. Loudly.

Ignoring the heat in her cheeks, she sat down, refusing to meet his eyes.

"Felicity-"Tommy's voice sounded broken. "Felicity, please. I don't know what happened, but I'm sorry."

"You're sorry?"

"I can't lose you," he blurted.

"Wha-"

"I've had so few friends in my life. Real friends, you know?" He said in a rush. "Oliver and Thea are the only ones who have been there from the start. Laurel too, later. But my Dad- he always made it so difficult and then since the undertaking that hasn't exactly improved, but you…You know all about me, you know the shit-storm of my life and you're here. It's impossible- a gift and I…God I don't know what to do."

Felicity blinked back the tears that were threatening and took a ragged breath. She hesitated for a moment before covering his hand gently with hers. Tommy looked at it in surprise before meeting her small smile.

"I know exactly what you mean. I had a hard time making friends growing up- I was always smart and a grade or two ahead and you know what kids are like…Then in college I fit better but didn't have any confidence. Until Cooper, and…" Her voice started to break. "…and that didn't end well." She took a shaky breath. "Team Arrow is the first time I've really fit anywhere. And you just came out of nowhere - well, out of Oliver's life I guess - and it's always been so easy with you. I guess what I'm saying is: I can't lose you either."

Felicity's hands were both intertwined with Tommy's now. Unconsciously clinging to one-another while they tried to make sense of what was happening to them.

"You know, I never met anyone else who could match my rambles," she said, with a wry smile. "I thought I had the corner on that market but you give me a pretty good run for my money."

"Oh, I think you'll find I'm full of surprises."

Tommy tilted his head as though he were trying to decide something.

"I think I know what we should do." He said finally.

"Oh thank God," she said, relieved. "What?"

"Everything and nothing at all."

Felicity frowned and Tommy squeezed her hands as he continued.

"Let's not do anything, let's just be. We are good friends, right? So let's start there. We won't push for anything but we can remain open to the possibility of…something possibly, maybe happening in a totally natural way by itself with no planning or prodding or overthinking on our parts."

"Take a breath Tommy," Felicity said with a grin. "And, yes, I think that's a really good way to do this." She gestured between them.

Tommy let out a sigh of relief.

"So what do you think? Want to split that diabolical chocolate thingy?"

"Split?" Felicity raised an imperious eyebrow at Tommy. "It's like you don't know me at all."

They fell back into an easy repartee and tried to ignore the undercurrent zinging between them with each touch and captured glance.

"Yeah….yeah okay," Tommy hung up and frowned at his phone. "Damn."

"What's going on?" Felicity asked as she wound her scarf around her neck, careful not to get it caught in her bobby pins.

"The driver is stuck on the other side of town- something about a water main break on Franklin and Rose that shut down a few blocks. He's not sure when he can get us."

"Franklin and Rose? Well why don't we walk down the waterfront? He can loop around the west side and meet us a couple blocks north of the promenade."

Tommy smiled. "See this is why you are the brains of the operation. I'll call him back."

The temperature had dropped noticeably since the start of their evening and Felicity gasped as the freezing air hit her skin.

"Wow," grimaced Tommy. "Are you sure you want to do this?"

Felicity pressed her lips together and nodded. "Yeah, come on. Let's be quick though."

She took Tommy's proffered arm and leaned closer into his warmth. They walked swiftly down the steps to the waterfront path.

During the summer months it was crowded even at night. There would be musicians and vendors all along the way. It would be slow going, weaving between people walking their dogs and others enjoying the salty breeze drifting in from the ocean.

But now the breeze was unwelcome and the path deserted. They kept a hurried pace even as they appreciated the beauty of the moonlit night. The waves had left frozen spray hanging in delicate designs from the railings.

"Oh, look at that," marveled Felicity. She steered them closer to touch the icy patterns. "It's beautiful."

Tommy couldn't tear his eyes away from Felicity's face.

She tilted her head to one side and reached out her hand to investigate how one of the designs was forming. As she did so, her foot lost its purchase and flew out from under her. Tommy grabbed her upper arms and yanked her upright and into his chest.

"Are you okay?" He grinned down at her.

"Ye-argh!" Felicity's feet were simply refusing to stay underneath her. She grabbed onto the front of Tommy's coat and nearly dragged him down with her. She started to giggle as he tried to right them. The more they slid on the ice the harder she laughed.

"A little help-" Tommy gasped. He was giggling helplessly while trying to get them to solid ground.

"I…can't…"

"Wait! No don't move that..argh!"

His feet went flying in opposite directions at the same time as Felicity grabbed for him again. They landed in an undignified heap with Felicity sprawled across him – giggling harder than ever.

"Ow!" Tommy raised his head from the cold concrete. "Are you okay?"

Felicity snorted, "Sure! I had something soft to land on!"

Her giggles faded when she saw the look on his face. He cupped her cheek with his gloved hand. The leather felt warm against her skin. She felt his other arm band around her waist and draw her up his body so they were face to face.

She didn't trust herself to speak. The chances of her saying exactly the wrong thing were phenomenally high. Instead, she slid her fingers up into his hair and pressed her lips gently to his.

Tommy immediately returned her kiss, the warmth of his mouth a blazing heat in the midst of the icy cold. After a scant minute, he reluctantly ended the kiss and rested his forehead against hers.

"I really want to continue this, but right now I can't feel my ass."

Felicity giggled, "Excuses, excuses…" and carefully climbed off him.

They struggled to their feet and walked cautiously towards the promenade with Tommy's arm around her shoulders.

After they finally climbed into the heat of the car, Tommy pulled Felicity into his lap "for warmth" and she retaliated by burying her frigid nose into his neck. She only relented when he began kissing each of her fingers from knuckle to tip in order to warm them. When he finished with a kiss to her palm she dragged his chin around towards her.

Her fingers distractedly scraped their way along his jawline and up into his hair while her eyes searched his- for what, she had no clue. He met her gaze steadily and smiled softly.

His eyes dropped to her lips and he gently claimed them. One hand moved behind her head and tangled with her hair. He tilted his mouth over hers and deepened the kiss. His teeth pulled at her bottom lip and his tongue chased after, soothing and seeking entrance.

She moaned softly into his mouth and tangled her tongue with his. They stroked and nipped together. Each one mapped the other's mouth, learning what made them gasp and moan.

Felicity had enjoyed plenty of kisses in her time, but this was something special. Tommy was…what was that word he used earlier? Delectable. Yes, that was it- his kisses were…wow, she could live inside this kiss.

The car stopped suddenly and Felicity was vaguely aware of someone speaking. Tommy half growled into her lips before breaking away and saying, rather breathlessly "We're here."

She looked to the window which was fogged over and wiped it with her hand. "Oh," she said sadly. "We're home."

She leaned her forehead against his and looked up at him through her lashes. "I don't suppose you want to come inside and finish thawing out my lips, do you?"

Tommy groaned. "Felicity…I love that idea a little too much. But somehow I think that as soon as I see that dress again, your lips are going to be sadly neglected.

He pulled back a little and gave her a crooked smile. "I want to do this right. I want us to have many, many dates with bowling and pizza and cheesy movies. And then…I want to dance that tango with you again in private."

"Oh," Felicity said breathlessly. "Yeah, that sounds perfect."

"Come on Smoak, let me walk you to your door."

They crunched their way up her steps which had been liberally salted by the apartment super. Inside the elevator he wrapped his coat around her while she burrowed her fingers under his tuxedo jacket. They stood there wrapped in each other, Tommy breathing in the scent of her hair while Felicity leaned her cheek against his chest. Neither of them spoke. Words were unnecessary.

The elevator dinged and they stepped out, hand in hand. At her door, Felicity fished around in her bag for her key while Tommy stood behind her with his hands on her waist and his chin resting on her shoulder. Felicity hummed and leaned back into him, her key temporarily forgotten in her hand.

He pressed a kiss to her neck and she sighed.

"This was such a good night," she whispered.

"The first of many," he murmured.

She opened her door and stepped inside.

Tommy's hand was still tangled with hers and he looked at it with a frown. "This sounds crazy, I know, but…I'm gonna miss you."

Felicity smiled up at him. "It's not crazy."

She swung their hands side to side and asked, "You wanna meet me for lunch tomorrow?"

Tommy looked relieved. "Yes! That would be…yes."

"I'll text you in the morning after I check the schedule."

"Sounds good," he said softly, leaning closer.

He brushed his lips gently over hers and she responded in kind. It was both a kiss and a promise. It was a seal on the love letter they had penned together this night.

They both understood that this was not an ending, but a beginning.