Caroline awoke a little earlier than usual, and without an alarm clock. The sun was peeking through her windows, and birds were whistling. She listened closely. No traffic. No horns honking, no street musicians playing. She inhaled deeply and her nostrils were filled the scent of fresh coffee. No, fresh cappuccino. Even better. Annie must be here, she thought. Only Annie goes to the trouble of making fresh cappuccino when there is a Starbucks on the corner. Fresh java, birds whistling, and her best friend waiting downstairs. Caroline knew it was going to be a good day.

Caroline sat up in bed and stretched her arms. She opended her eyes to the bright sun then stood to put on her robe. As she walked out her bedroom door and down the stairs, she called out to her best friend.

"Annie, I tell you what. If you had just a touch more testosterone, I'd marry you. I swear I would."

She reached the bottom of the stairs. "Annie?" She looked around but saw no sight of Annie. "Where are you, Spadaro?" Just then, she noticed the sound of the shower running in the bathroom. "Well, make yourself at home, why don't you?" She laughed.

While she waited for Annie to get out of the shower, Caroline reflected on the two glorious days she had just had. That spa Annie sent her to for her birthday was just heaven. But she came home early. She was sure to get Annie a refund on the time lost, and had even booked a weekend for just the two of them next month. But she couldn't stay away any longer this weekend. And the reason was Richard. Maybe it was the rest and relaxation, maybe it was the ache she felt in the pit of her stomach not seeing him for two days, but something had made Caroline realize that she couldn't go on living a lie anymore. She was completely in love with Richard Karinsky, and whether he felt the same way about her or not, she had to get it all in the open. She wasn't nervous or hesitant at all. For the first time in the two years she had known Richard, it all felt like it was falling into place. She'd had a good night's rest after getting home late last night, and after she had some coffee and a talk with Annie, she was going to head over to Richard's apartment.

When she heard the shower click off, Caroline ran to hide outside the bathroom door to scare Annie. Then she smelled the soap. Men's soap. "Oh, Annie!" she whispered. Why does Annie always have to bring her dates here? Caroline ran away from the door, and it opened a second after she was out of sight. Caroline quietly ran up the stairs, just around the corner. "I'll get you for this, Spadaro," she whispered with a smile.

"Wow. That was, wow!" she heard Annie say. Caroline thought she sounded strange. "I mean, I know it shouldn't have happened, and I'm really sorry by the way. Did I mention that? But...WOW!"

Caroline strained to see who the mystery man was. Annie didn't say wow about sex much. At this point, there wasn't much left to impress her that she hadn't already experienced. Caroline's curiosity was definitely piqued.

Annie continued talking. "You aren't saying much. You do feel guilty, don't you? I knew you would. I am so sorry. I take full responsibility! Oh, what have I done? What have I done?"

"Annie, relax. It's okay."

Caroline's heart fell. Richard?

"We'll just forget it ever happened. Okay Karinsky? No one ever has to know." Annie sounded distraught.

It was Richard. Caroline felt as if her world was crashing at her feet. She held tightly to the wall, to keep from crumbling. But, Annie hates Richard, Caroline thought, trying to rationalize an impossibly irrational situation. They hate each other! And...they're both supposed to love me. Caroline began to weep softly.

Richard spoke softly, intimately, "Annie, I don't want to hurt your feelings. Last night was incredible."

Annie put on her tough girl appearance. "Okay now, Richie. You couldn't hurt my feelings if you...if you..."

Richard smirked, "If I what?"

Annie began to cry. "I don't know! I can't think of a single smartass thing to say!"

The smirk fell off of Richard's face. "Oh, Annie. I did hurt you. I'm sorry. It's just...oh, Annie. Damn it! How did this happen? I don't like feeling bad when you are upset! It is so much more fun to laugh at you."

They both chuckled a bit, and then it fell silent.

Caroline finally gained her composure enough to peek around the corner. The silence told her Richard and Annie were kissing, and althought that was the last thing she ever wanted to see, or ever thought she would see, she knew she had to see with her own eyes in order to believe all of this. She leaned around, and they were locked in a gentle embrace, but not kissing. Still an odd sight. What could have happened to get Richard and Annie to this point? Caroline couldn't imagine.

"So what do we do now, Annie?" Caroline couldn't help but notice how sexy Richard sounded when he spoke on such an intimate level.

"Well, first thing is to get out of here before Caroline gets back from the spa, I guess."

Caroline shivered. If they had any idea...

Richard walked over to the couch and sat down with his head buried in his hands. "Caroline." He looked so vulnerable, Caroline thought.

"What?" Annie walked to the couch and sat down next to him.

"Annie, how could we have done this to Caroline?"

"I know, I know. I feel as bad as you do."

Richard snorted, "I doubt that."

Annie stood up angrily, "What? What are you saying? She is my best friend in the entire world! Of course I feel guilty!"

Richard sighed, "I know, but I think I feel worse." Another sigh. "Do you know why I came over here last night? To finally tell Caroline how I feel about her."

Caroline caught her breath. How he feels about me? How does he feel about me?

Annie spoke up, "Oh, you never would have had the guts, Richie!"

Richard lifted his head out of his hands for the first time to look at Annie. "Excuse me?"

"Sweetie, you've been keeping it in for so long now, you wouldn't know how to let it out."

Caroline was on her tiptoes, straining to hear every word and see every expression on Richard's face. She couldn't believe what she was hearing. What exactly has he been keeping in for so long? And how does Annie know, and I don't?

Richard stood up and began pacing. "No, Annie. I was really ready. I am really ready. I don't know what happened. She's always in my thoughts, always...but last night was different. For the first time last night, Annie, I could see us together. Really together. Not just in my fantasy land. It felt so right. So I headed out right away to come over here and tell her. But I walked around awhile to get the words straight in my head, and I went and bought that bottle of champagne, and I stopped at Remo's for a glass of chianti, and then I was ready. And then you answered the door instead of her. Oh, Annie, I was just a bundle of raw nerves!"

"And then we drank that bottle of champagne..."

"And that bottle of rum..."

"And a touch of scotch." Annie laughed.

Richard smiled at her. "It was fun."

"Yes it was, Richie. Yes it was."

Richard sighed, "But that doesn't change the fact that I am in love with your best friend."

Caroline nearly squealed with delight, and had to put her hands over her mouth to hold it in. He said it! He's in love with me! Caroline was filled with love for Richard, but also filled with hurt and anger. She realized immediately that she blamed Annie completely. If she knew that Richard was in love with me, and still had sex with him, what kind of best friend is she, Caroline fumed. Caroline knew instantly what she had to do. She was going to go downstairs and see how they handled it. She would know if Annie really felt guilty, and she would know if Richard was really ready to reveal his feelings to her. She would act like she didn't know anything.

Richard continued his previous thought, "Although, I certainly don't deserve her. I don't know what I was thinking last night. She would never in a million years want to be with me, especially now that..."

"Richard? Is that you?" Caroline called from upstairs.

Richard gasped, and looked at Annie helplessly. Annie covered her mouth in disbelief. Richard whispered urgently, "Get out of here, Annie! She's already heard me. I'll come up with something to tell her." He began ushering her to the door as he yelled up to Caroline, "Yeah, it's me."

Annie was almost to the door when Caroline appeared from upstairs. "Oh, Annie! I didn't realize you were here too!"

Annie choked out her words, "Hi, sweetie. How was the spa? You're back early."

Caroline decided these two deserved all of the torment she could muster. "Yeah, I missed you guys! That's why I came home early. I was just sitting around, in the sauna, naked..." She flashed a quick peek at Richard, who turned around to avoid eye contact with her. "And I realized it just wasn't any fun without the people I care most about." She paused, and very deliberately looked them up and down. "So what are you two doing here?"

Annie answered too quickly, "Well, you asked me to feed Salty."

Caroline laughed a huge, fake laugh. "Indeed I did, Annie. Indeed I did." She stopped laughing and walked over to Richard who still had his back turned to her. She placed her hands on his shoulders, and he jumped. "And you?"

Without thinking, Richard turned around and pulled Caroline into his arms. He held her tight. "I'm glad you're home. I missed you."

Caroline didn't quite know what to do. Just the feeling of being in Richard's arms was heaven, but she knew she wasn't through with her game yet.

Annie, meanwhile, was feeling something most unexpected and most unpleasant. She was jealous. She realized it instantly, and tried to physically shake it off. She thought for a moment. It's completely normal to be jealous. I mean, these two are going to get together, and I will still be alone. And once she is with her one true love, I will probably lose my best friend. She looked up and saw Richard begin to gently stroke Caroline's hair. Only I'm not jealous of Richard because he is taking my best friend. I'm jealous of Caroline because she is with Richard. How can that be?

Caroline's voice broke Annie's trail of thought. "What's all this about Richard?" She pulled away from him a bit, but they were still mere inches apart. Caroline fought the temptation to mold her body to his once more, she fought the temptation to brush her lips against his.

Richard could barely breathe. Why had he done that? Why had he been so weak? He knew he wanted to tell Caroline that he loved her, but now was not the time or place. That much was certain. Truthfully, he didn't think he would mind telling Caroline about his drunken one night stand with Annie. Yes, it would probably hurt her, and the thought of that made him miserable, but if there was any chance for him and Caroline, he would rather start out honestly. Tell her the truth, Karinsky, he thought. She is the most caring, compassionate, forgiving person in the world. It will be okay. Richard glanced over at Annie, prepared to give her a look that said, "I've just got to tell her, Annie." But he was taken off guard. He looked at Annie and caught her staring at him. There were tears in her eyes, ready to break through. She was biting her nails and hugging herself tightly, as if to protect herself. She looked so alone and scared, and at that moment he realized it would hurt Annie too much if he told Caroline what had occurred between them.

Richard turned his attention back to Caroline. He looked down at her and was filled with such love, and such guilt. How could he have done this awful thing? He wasn't one for one night stands anyway. And to have had sex with the best friend of his sincere amour...unforgivable. Rather than answer her question, as to what the earlier embrace was all about, he just pulled her to him again. He couldn't help it. He just wanted to protect her, but from what? From himself, he realized. He couldn't do this to her. He would have to keep it in. He would have to...oh no, Richard thought. He choked back his emotion. He couldn't tell her how he felt after all. He didn't deserve her, because of what he had done, and for a million other reasons. Back to just friends, Richard thought, more sad than he had ever been in his life. All that time he had spent building up to telling her that he loved her, his confidence that maybe, just maybe, she could love him too, it was all ruined for one tawdry night.

Richard pulled away from Caroline, and looked down into her eyes. He could tell she was confused. Who wouldn't be. Richard certainly wasn't himself this morning. "Okay, Caroline. I have to go."

Caroline looked at Richard in disbelief. No, she thought. You can't just go. Tell me you love me. I'll tell you I love you too, and we can begin a life together. I'll forgive you, Richard, but you have to tell me. Please. "Where are you going?"

Annie stammered, "Uh...yeah...where are you going?" She couldn't believe she was thinking the way she was, but the thought entered her mind that wherever he was going, she would like to go too. She nearly slapped herself. Snap out of it, Spadaro. This is Richie we're talking about. The prince of darkness himself. She had always hated him, but suddenly that hate was gone. She remembered that way he had held her last night. She didn't fool herself into thinking he had any kind of love for her, but he had been such a gentle lover. She was used to guys using her for a quick lay. That was usually all she wanted them for, too, so it worked. But with Richard it was different. He knew who she really was. And he knew that, for one night, she needed something more. And he needed her too, she thought. Perhaps he needed Caroline more, but his desire for Annie was real. At least for that short period of time. They fulfilled a need in each other. She looked at him, and he looked only at Caroline. But as she looked at him, she saw what Caroline had seen for two years. And she wanted him. Not just sexually, although their time together had been beyond amazing. She wanted to get to know him, beyond the black clothes and the endless sarcasm. She wanted to know the Richard Karinsky that Caroline had come to know and love.

Richard put on his jacket and walked to the door. "Um...It's Sunday. I'll probably paint all day. It's a beautiful day. I wouldn't want to be caught ouside or anything. Bye Caroline." Richard opened the door and took one step out before turning around. "Bye, Annie."

Annie thought she would cry. "Bye Richie." She forced a slight smile, and then he turned around and walked out.