A/N:

This story begins at Matthew's first proposal in S1, Episode 6. It is my take on the proposal we never got to see and my alternate version of what happened following the proposal. The beginning of the story is taken entirely from the show. If you will recall, Mary and Matthew were sitting, having a drink and discussing the day after Sybil's injury at the political rally in Ripon.

Spring 1914

Mary took a sip of her wine and smiled timidly at Matthew. His clear, blue eyes were so startling against his blonde hair. Despite her misgivings about his occupation, he looked rather smart in his work suit. She had always known that he was attractive, but as her early prejudices against him had started to fade, surprising feelings had surfaced, feelings she wasn't entirely sure of or comfortable with.

"Thank you for coming to Sybil's rescue. You were very brave. She told me you knocked a man down."

"I hope I did my duty," Matthew answered stoically, looking down at his drink.

"Are you a creature of duty?" she questioned. She had to know where he stood on this point. Lady Mary Crawley was not a creature of duty. If duty ordained that she do something, she stubbornly refused whether she wanted to or not. If there was any chance of her letting him in, she had to know that his actions were born of feeling and not some misguided sense of obligation.

"Not entirely," he responded. Surprised by her question, he looked up into her eyes, hoping to understand where she could be going with this conversation.

"When you laugh with me or flirt with me, is that a duty? Are you conforming to the fitness of things? Doing what's expected?" she asked.

"Don't play with me. I don't deserve it. Not from you," he said. Matthew quickly looked down to school his expression. He always felt like Mary could see right through him, as if his feelings for her were written all over his face.

He could never let her see how she affected him. Although they had certainly gotten off on the wrong foot, Matthew had come to feel a deep sense of longing for Mary's presence, for her company. The now familiar ache in his chest was ever present.

He knew she was only teasing him. Her acerbic comments towards him in the past made her true opinion of him clear. But then other times, she was so confusing, flirting with him and speaking with him as if she found him interesting. No, no, he thought as he remembered the night she had thrown him over for that old bore Sir Anthony. She tolerated him as her father's heir. That was all.

"You must be careful not to break Sybil's heart. I think she has a crush on you."

Oh, why had she said that? Mary hated to be obvious and she felt with her last comment she had made it quite obvious she was jealous. And she was jealous. Ever since her childish actions on that night with Sir Anthony, she had yearned for Matthew to look at her as he once did. She deeply regretted her behavior, but she feared it was too late to correct it. What if Matthew truly did have intentions toward her innocent little sister?

"That's something no one could accuse you of," Matthew replied with a glare, unsure of Mary's point. Surely, she could not think he had intentions toward Sybil. No…. Sybil was so young and he had done nothing to make anyone think he cared-

His thoughts were interrupted by Mary's quiet, yet astonishing reply.

"Oh, I don't know."

Matthew's expression twisted in confusion. She couldn't mean that she had feelings for him. No, it couldn't be. She was just playing games with him again.

"I assume you speak in the spirit of mockery."

"You should have more faith," she said as she stared intently into his beautiful eyes.

Matthew stared back at her in disbelief.

"Should I remind you of some of the choicest remarks you made about me since I arrived here? Because they live in my memory fresh as the day they were spoken."

Mary looked down and sighed. Why was she always opening her mouth when it was much more prudent to keep it closed?

"Oh Matthew, what am I always telling you, you must pay no attention to the things I say."

When she looked back up from her lap, into his eyes, Matthew's heart skipped a beat. They stared at each other for what felt like hours, the realization of what was happening slowly working its way through each of them.

It dawned on Matthew that his longing for her, that ache in his chest for her, was love…and could it be that she felt the same. He slowly took her face in his hands, staring into her eyes, silently asking for permission, as he moved forward to kiss her. Her lips were so soft as they pressed to his. All his mother's lessons on behaving like a gentleman flew out the window as he wrapped his arms around her waist, pulled her into his lap, and deepened their kiss.

The feelings rushing through them were all-consuming. She felt like she couldn't get close enough to him as she clung to his neck tightly with one hand playing with the hair at the nape of his neck. He felt like he was on fire. With one arm around her waist and the other cradling her head, Matthew began trailing kisses down her neck. She sighed in pleasure as he began to kiss his way up the other side of her neck, stopping to nuzzle under her jaw and breathe in her sweet scent. Mary whimpered at the loss of his lips, pulling him closer, arching her chest against him. He gasped at the feel of her hardening nipples against his body and sucked in a breath, trying valiantly to control his baser desires. Taking her warm cheeks in his hands, he pressed his forehead to hers and closed his eyes, letting the rightness and wonder of his feelings for her wash over him.

"Mary, you must realize how I feel about you. I, I…" He whooshed out a breath and buried his face in her neck. She rubbed his back and ran her fingers through his hair as he gathered his thoughts. Matthew knew he needed to tell her, but he was paralyzed with fear. What if she didn't feel the same way? What if she rejected him? He now knew what it felt like to hold her and touch her. He couldn't bear to lose that.

But concealing his feelings would accomplish nothing. They had played games before and he didn't want to do that again. Matthew wanted to be with Mary and Mary alone. She would be going to London soon and he could not take the chance of another taking her from him. She must feel as he…certainly after their passionate embrace. Though Mary might fancy herself a rebel, Matthew knew that in truth she was not.

Resolved, he lifted his head from her shoulder and looked deeply into her eyes, fighting to maintain his composure. "Mary, I love you," he said, his voice cracking. He cradled her head tenderly as he chastely kissed her lips. Gently removing her from his lap, Matthew placed her back in her chair and kneeled beside it, holding her hand in his.

"I know this is not the proper way to go about things…I should speak to your father first….but Mary, I love you. I've hated this tension, this rift between us. I've missed you. And I know you aren't mine to miss, but I want you to me. I never want to find myself apart from you. Will you marry me?" he asked, a mixture of love and terror shining in his eyes.

Mary was momentarily stunned by his request….she felt unprepared, she wasn't expecting a proposal. Her usually unshakeable poise evaporated as a wide smile spread across her face without her permission at the thought of being Matthew's wife and she dropped her eyes to her lap. He said he loved her. She could just see the two of them in her mind, running Downton together, as the Earl and Countess of Grantham, with a family of their own. She could have what she always wanted…real love and her home.

.

As quickly as her happy daydreams appeared, they vanished when the enormity of what had occurred struck her and harsh truths surfaced. Matthew was a good man, an honorable man….and he loved her. She could not be false to him. She could not accept him….not until he truly knew her character.

The thought of confiding her indiscretion to him filled her with foreboding. Mary knew she would eventually have to tell him, but not tonight. The acute fear she felt at him knowing her shameful secret held her back. She could not bear his scorn, not when he had just confessed his love.

Composing her expression, she lifted her eyes to Matthew, taking in his expectant face. She exhaled and smiled demurely. "I'm afraid you've surprised me, may I have some time to think it over?"

Matthew tried not to appear as deflated as he felt at her response. He hoped his disappointment wasn't written all over his face as he returned her gaze. "Of course, take as long as you like."

Neither broke their stare as they stood, their hands still clasped. Seeking reassurance, Matthew placed his hands on her hips and pulled her into a gentle hug. She stiffened, causing his stomach to sink in dread, but then returned his embrace, releasing a breath as she held him tight. When he pulled away, his palms framed her face and he looked at her tenderly, imploring her to understand, "Mary, I know you need time, but please remember that I love you."

Mary relaxed at his words and she allowed him one more chaste kiss on the cheek and one to her hand before releasing him. He squeezed her hand one last time before leaving her and making his way to Crawley house for the night.

A/N: Let me know what you think! Is that how you imagined it?

**I'm from America, so keep in mind I haven't seen any of S3 yet**

Next Up: We'll hear some about the events during their separation while Mary is in London for Sybil's coming out and then the garden party