Wow, I am proud of myself. I've officially done a story that I swore up and down I would never do. But my dad kinda challenged me, and I'm pretty satisfied with how this came out. The song I chose for this was Holding Her And Loving You, by Clay Walker. (Yes, you diehard country fans, I know Earl Thomas Conley did it first, but I was listening to the Clay version when I wrote this.) So enjoy, and all you shippers, you won't be disappointed!

Disclaimer: Not mine!!

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Elliot watched the sleeping woman in the bed in front of him, the moonlight casting an ethereal glow over her. He sighed softly. He didn't want to leave her. He really didn't. But it was getting close to dawn, and he had to get back home.

She stirred, and he tried to get out before he woke her up.

But she saw him as he headed for the door, and she called out, "Elliot?"

He froze in the door, then slowly turned around. "Hey... Go back to sleep."

She looked at him sleepily. "Where are you going?"

His shoulders slumped. "You know where I have to go."

"Back to her."

He slowly nodded, easing back to the bed. "I'm sorry. You know I want to stay."

"But she's your wife."

He nodded again.

"And you want to be a good husband."

"Olivia, you know I love you. But she's my wife."

"And I'm just your girlfriend." She reached down and pulled her sheet up, covering herself. "I understand."

He sat down on the edge of the bed, feeling like someone had hit him when she pulled away from him. Someone should hit him. He definitely deserved it. He couldn't be faithful to either of the women he loved.

She turned away from him and stared out the window, where rain had begun to fall. What kind of woman was she? She had become the one thing that she despised: the other woman. The one thing that she had sworn she would never be.

Leaning over and hoping not to get hit, he gently kissed her temple. "You know how much I love you, Liv."

"But you won't be with me."

He sighed. "It's... not that easy, sweetheart."

"Why?"

"Because... she's the mother of my children. I don't... I don't want to hurt her like that."

He sighed. "You don't know how hard this is, leaving without you."

She didn't say a word as the tears silently slipped down her cheeks.

It's the third hardest thing I'll ever do

Leaving here without you

And the second hardest thing I'll ever do

Is telling her about you

He scrubbed his hand over his face, sighing heavily. "Liv, I've been with her for twenty years. She's... She's stuck with me, through the good and the bad."

"So have I," she whispered. "But only for ten years."

He nodded. She had. She had seen more than Kathy probably would ever see. Both good and bad. "Yeah, you have."

"I've done everything for you." Her shoulders shook. "Do you... even realize how much I've given up for you?"

"I know you have. She has, too."

She couldn't even bring herself to look over at him. Maybe she hadn't given him twenty years or four kids, but she had given him so much. Did that make him love her less than he loved Kathy?

"Olivia, she's been so good to me. How can... How can I tell my wife, the mother of my children...?" He looked up at the ceiling, inhaling raggedly. "That everything she's done, everything she's sacrificed, isn't good enough any more?"

She couldn't answer him, because she didn't even know.

Leaning down, he kissed her head and sighed, lingering for a moment. Then he stood up, grabbing his jacket and keys before he walked out of her door.

She's been good to me

When things were going rough

How can I tell her now

That good ain't good enough?

The hardest thing I'll ever have to do

Is holding her and loving you

Elliot watched Kathy as she played with their youngest daughter, Lizzie, on the floor of their living room. He leaned against the wall, his arms crossed over his chest.

Kathy looked up at him, smiling. "Hey, El. Dinner's in the microwave."

He nodded. "Thanks, Kath."

He couldn't do this to her. How could he?

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It was almost midnight when he crept into her apartment, and he was surprised when he saw her sitting on her couch in a robe.

She looked up at him. "Hey..."

He closed the door behind himself. "Hey, Liv..."

She looked down into the wineglass that she was holding.

Slipping off his shoes, he moved to the couch and sat down beside her. Suddenly he couldn't even think. He couldn't hurt Kathy, but he couldn't hurt Olivia, either. Next to his kids, Olivia was everything. There was no way in hell he could leave her. But he couldn't leave Kathy either.

"Thinking?"

He nodded slowly. "Liv..."

She turned and looked at him expectantly.

"I... I just don't know." He swallowed hard, reaching out to touch her cheek. "I love you both. So much."

"I know."

"And she hasn't done one thing wrong. If she had, I would have been long gone. You know that."

She nodded.

"So... You can't just expect me to leave her."

She looked away, fighting back hot tears.

"Hey..." He gently turned her head and searched her eyes. "I love her." His rough hand came up to gently cup her cheek. "But I love you so much more."

If she'd give me one good reason I'd be gone

But she ain't done one thing wrong

So don't expect me just to walk out of the door

I still love her but I love you more

A tear fell down her cheek, and he lovingly wiped it away with his thumb.

She leaned into his hand, sniffling. "I love you, too, Elliot." That was the only reason she was still holding onto this. She had never loved anyone like she loved him.

Sighing, he gathered him into her arms and kissed her head as he pulled her into his lap. "I love you so much, Olivia." He gently stroked her dark hair and rested his head against hers.

Shivering, she curled up in his lap, resting her head on his shoulder. She didn't know how much more of this she could take. She needed all of him, or she needed him out of her life so she could get over him.

"She... She was always so good to me, Liv. She was there, long before I knew you." He sighed heavily. "She made my days before... before you came along and made my nights amazing."

A sob bubbled up from deep inside her chest. She started to pull away from him. "Elliot, I can't do this anymore."

He reluctantly let go of her. "Liv, please..."

She went to the door and opened it as more tears slid down her cheeks. "You should go, Elliot." Her heart was breaking more and more with each passing second.

He slowly stood up, fighting back his own tears. "Olivia, please don't do this to us," he pleaded.

"I'm not. I'm undoing it." She stared down at the floor as Elliot headed for the door.

He paused at the door and looked at her, his clouded eyes filled with tears. "I love you, Olivia. Please... remember that." Then he was gone.

Slamming the door shut, she slid down to the floor and buried her face in her knees, sobbing miserably.

In the hall, Elliot could hear her sobs, and he leaned back against the wall and let his own tears fall without shame.

She's been good to me

When things weren't going right

She made my days

Long before you made my nights

The hardest thing I'll ever have to do

Is holding her and loving you

Elliot could barely breathe as he crawled into the bed and snuggled into the sleeping woman who was already there. He'd finally made a choice, and though it sure as hell wasn't the easiest, he felt that it was the right one.

She turned over in her sleep and snuggled into him,

He smiled, kissing her head as he stroked her arm. "I love you, sweetheart."

"Do you really?" came a soft whisper.

He nodded firmly. "It's over. I told her tonight."

"You did?" She lifted her head, revealing her swollen eyes.

Softly he kissed her head. "Yeah, I told her. I didn't want to drag it out, so I left."

A relieved sigh escaped her. "I love you so damn much, Elliot."

He nuzzled his nose into her hair. "I know you do. I love you, too."

She held onto him tighter, burying her face in his bare chest. "Tell me I'm it," she whispered."

He caressed her arm. "You're it, Liv. I swear to God." She really was. She was all he wanted, and his only regret was waiting so long to act on it. "You're it."

Outside rain was falling in torrents as they held onto each other, the other's presence completely calming the raging storms in each other.

Yeah, the hardest thing I'll ever have to do

Is holding her, loving you

Girl, the hardest thing I'll ever have to do

Is holding her, loving you

The End

A/N: Okay, so I figured that if EO did happen while he was still with Kathy, it'd probably be something like this. Even though I can't really see Olivia as being the type who would be 'the other woman'. Hmm. Oh, well. Hope ya'll enjoyed this, and please remember to review!