A/N During a rewatch of series 2, I got hung up on what would have happened the night Caroline gets back to Conway Drive and finds Judith on the floor at her feet. I will get back to my other story, I just had to get this out first!

Caroline shut the driver's door of the Jeep and looked across at William. He met her eye and held it for a second before looking away out of the passenger door window. She glanced in the mirror at Lawrence who was looking straight back at her. Even at fifteen, there were still times when he reminded her of his much younger self. Caroline reached her hand behind her seat and squeezed his leg gently. She leaned her elbow on the door and massaged her temple, contemplating her next action, before reaching into her bag and pulling out her phone. Turning off the Bluetooth so that the conversation didn't play aloud in the car, she scrolled, pressed and lifted the phone to her ear. It wasn't long before Kate answered.

"Caroline? Is everything alright?"

"Kate," elongating the vowel sound, "I'm sorry. Did I wake you?"

"No,no, I was reading. I was hoping you'd phone to say goodnight." Caroline could hear the smile in Kate's voice.

"Mmmm. I...Kate..." Caroline closed her eyes.

"Caroline? Are you ok?" Kate swiftly recognised that this wasn't a goodnight call.

"I'm fine, Kate...apart from... I don't know. Is it... can I..." she paused and took a deep breath to steady her voice. "Would it be ok if I brought the boys round and we stayed with you tonight? John is...we...we have a bit of a situation."

"Are you...is he...of course, Caroline. Of course. That's totally fine. Are you coming now?"

"Yes, we're in the car"

"Ok. I'll see you in a minute."

"Thanks Kate."

"No problem. Caroline?"

"Yes?"

"Drive carefully."

"I will"

"Bye."

"Bye." Caroline looked at Kate's picture on the screen of her phone before tossing it back into her bag and dumping it on William's lap. She started the car and reached for her seatbelt. Pausing, she looked across at William and then back at the steering wheel.

"I'm sorry" Caroline spoke quietly.

"It's not your fault." William's relationship with his father had all but disintegrated after John had left and Caroline suffered this guilt constantly. While Lawrence was always excited to see John, it had been sensitive William who had kept his distance, quietly watching over his mother. Caroline could see that both the boys were visibly shaken by their father's latest display of immaturity and unfathomable selfishness. She also knew they wouldn't blame her, but she was sorry nonetheless.

"I shouldn't have left you with him when I thought I was going to be away all night. I'm sorry. I won't do that again." William reached out and took her hand, gripping it in his.

"It's not your fault, Mum. He's ridiculous. He's...pathetic." William shook his head. "I don't know why he came back. He just keeps ruining everything." Caroline squeezed his hand.

"I'll deal with it." Caroline looked across at her eldest son. He had turned into everything John wasn't. He was reliable, gentle, kind; he understood instinctively what to say and when to be silent. And he got on so well with Kate. "Ok." Her voice assertive once more. "Let's go. Are you both going to be ok at Kate's tonight? You don't mind?"

"Its fine, Mum." William's voice was steady and genuine.

"Lawrence?" She looked in the rear view mirror again.

"Yeah. Whatever. Its fine." Caroline closed her eyes and tried not to shake her head. This was hard for him, she knew. He had been upset when John left and when he had moved back in, Lawrence genuinely couldn't understand why things hadn't gone back to the way they had been before. He hadn't understood about betrayal, about humiliation, about loneliness. And he certainly hadn't understood about Kate.

"Ok. Well...let's go then." She glanced at the clock on the car. It was gone eleven. Caroline wasn't certain that taking both boys to Kate's at this time of night was the best plan, but she wasn't sure what other option she had. She had left her mother in Halifax and in any case, she wouldn't have really wanted to explain this latest fiasco just yet. Not given Alan's condition; her mother would only worry more. Besides, Caroline wanted Kate. If she was honest, she always wanted Kate. Whether things were going well or going badly, it was Kate she wanted to share them with. And it had been for some time.

While Caroline drove the short distance to Kate's house, her mind wandered back over the events of that evening. It had been a funny sort of evening, with what Gillian had told her and then what she'd found when she'd got back to Conway Drive. Caroline was uncomfortable with Gillian's story; she knew John was not to be trusted, but it bothered her that Gillian had fallen into step with him quite so easily, particularly on their birthday, after John had been shooting his mouth off. Caroline found it very difficult to understand how Gillian couldn't have been as furious with John that night as everyone else had been. He'd caused so much trouble, upset everyone and he'd nearly cost her something that she thought could turn out to be precious. If nothing else, the events of that evening were enough to highlight what Caroline already knew; that this couldn't keep happening. She was going to have to do something about John and she suspected that wasn't going to be easy.

Caroline slowed down outside Kate's house, her eyes searching for somewhere to park the Jeep.

"Is this it?" asked Lawrence. His voice sounded small and Caroline was again reminded of a much younger Lawrence. She nodded.

"Up there, Mum." William pointed across the road to a space just about big enough. Caroline drew alongside the space and reversed in carefully, bringing the car to a stop perfectly in between the surrounding vehicles. She inhaled sharply and turned off the engine, preparing herself for action.

"Right then. Come on." Caroline got out of the car and opened the back door for Lawrence to get out. As he got out, she put her arm around his shoulder and kissed the top of his head, before shutting the car door quietly, not wanting to disturb Kate's neighbours. "Best behaviour, please, Lawrence," she warned gently. Lawrence had seemed to accept Kate's presence at Conway Drive after he had got over his immediate worries but he, at times, seemed to have inherited some of his father's unpredictability and a reminder, she thought, was not out of place. Caroline could feel William watching her and instinctively knew he was trying to gauge the proportion of anger and distress in her reaction to his father's behaviour.

"I'm ok." She reassured him quietly, reaching out and stroking his cheek, before pulling him in closer and planting a kiss on his forehead. He nodded.

"Ok."

They walked, together, across the road and Caroline directed them toward Kate's house. The lights were on upstairs and down and Caroline was struck by how welcoming it looked. She caught William's eye and gestured toward the bell. He pushed it and stepped back, away from the door.

Kate appeared, almost immediately, worry etched across her face. She pulled the door open and took in the scene. She didn't even want to imagine what fresh hell John had caused for Caroline and the boys but realised the magnitude of Caroline asking her for help and shepherded them all into the hallway quickly. She closed the door, locked it and pulled the curtains across, wanting to make her home warm and inviting, mostly for the benefit of the boys.

"I've made up the spare room, William. You can go in there. Top of the stairs and turn left. Lawrence, there's a sofa bed in my study that I've made up for you. Next to William – door's open. The bathroom is right at the top of the stairs. Go on up and I'll make some hot chocolate; it's a bit chilly isn't it?"

"Thanks, Kate." William, polite as ever, smiled at Kate as she ran her hand down the side of his arm and patted it gently. He put one foot on the bottom step and turned to look at his brother.

"Er...yeah...thanks." Lawrence followed suit and together the boys trundled off up the stairs. Caroline and Kate both watched them until they got to top and turned the corner out of sight. Kate turned to Caroline, studying her face for any sign of what was going on but Caroline was still watching after the boys. Kate took a step towards Caroline and gently touched her arm. Caroline looked down at the floor, not knowing how to explain why they were all there. Kate's hand slipped down Caroline's arm and found her hand and the two women stood for a moment in the silence.

Kate intuitively understood that Caroline wasn't quite ready to talk about whatever it was that had happened and so gently tugged her hand to lead her through to the kitchen.

"Come on. I'll make some hot chocolate for the boys. And us, if you want some?"

Caroline nodded at the suggestion and allowed herself to be guided out of the hallway. Kate paused for a second and turned around.

"Let's get your coat off, Caroline. I'll hang it up here. Just say if you're cold and I'll turn the heating up."

Caroline smiled at Kate and took her coat off, allowing Kate to take it from her and hang it on the hook in the hallway.

"You're lovely." Caroline murmured in response, looking at Kate properly for the first time since her arrival.

"You're easy to be lovely to."

"I don't know about that."

"I do. Come on." Kate took Caroline's hand again and Caroline followed her into the kitchen sinking down into a chair near the door. She was grateful that Kate had answered her phone earlier, not only because she wouldn't have known what else to do, but because she knew that this was where she should be. With Kate. Kate's presence was calming, soothing and her touch sent bursts of something warm right though her, purifying what John had tainted.

Kate was busying herself with milk and chocolate and Caroline saw some biscuits appear on the tray as well. Caroline wondered very seriously what she had done to deserve such kindness. Every time Kate looked at her, she could see such genuine affection and care in her expression that it overwhelmed her a little and made her heart a little bit fuller.

"Ok. Do you want to take these up to the boys while I make some more for us and then we can talk. If you want. Or not. It's fine. "

"I'll take them. Thanks, Kate."

"It's ok, Caroline." Caroline took the tray from Kate and turned to take it back through the hallway and up the stairs.

"Kate?"

"Yes?"

"I do want. To talk, I mean. Just... can we sit for a while first?"

"Of course." Kate crossed the kitchen and planted a kiss on Caroline's cheek before tucking a stray strand of blonde hair behind Caroline's ear. "Go on, I'll be here."

Caroline carried the tray carefully up the stairs and into the room that Kate had made up for Lawrence. She had never been in Kate's study before, there had been no need to go anywhere upstairs except the bedroom, and she noticed immediately how 'Kate' it was. Lawrence was sat on the bed, still fully dressed, his coat flung on a chair, his attention fully captured by whatever was on the screen of his phone.

"Here." Caroline set the tray down and moved one of the cups to a coaster on a small table next to the sofa bed Kate had thoughtfully equipped with duvet and spare blanket. "I'll be back in a minute." Caroline took up the second cup and moved toward the door again. Lawrence looked up.

"Can I have some of those?" He pointed to the biscuits.

"Yes, I think it was you Kate was thinking of when she put those out. Don't eat them all." Caroline took the second cup to the room next door and knocked gently. She opened the door to find William sitting on the end of the bed looking along the book shelves full of gloriously exciting tomes.

"Kate made hot chocolate." Caroline ventured.

"Thanks. Tell her thanks, Mum." William couldn't take his eyes off the books. "Do you think Kate would mind if I took a look at something here? I didn't bring anything..I didn't have time."

"I'm sure she'd be delighted." Caroline took William's hand and pressed the cup into it. "Don't stay up too late. Try and get some sleep." She kissed him on the top of his head.

"I will." He paused. "Mum?"

"Yes?"

"I love you."

"I love you too. Night night."

"Night" And his attention turned once more to the shelves in front of him. Caroline closed the door and returned to Kate's study. As expected, Lawrence had demolished the biscuits and the hot chocolate and was, once again, fixated on his phone. Caroline took the cup, the tray and the crumbs left in the biscuit packet. She had wanted to talk to him about what had happened, to make sure he was somewhere in the direction of ok, but clearly his attention was elsewhere.

"I'm going downstairs, Lawrence. Ok?"

"Ok, Mum. Thanks for the hot chocolate. And the biscuits."

"I'll tell Kate. Don't stay up too long." She paused. "Kate's bedroom is the one at the front, opposite the bathroom. Ok? If you need us after we've gone to bed." Lawrence looked up at Caroline for a second, recognition dawning on his face. He appeared to think for a second, before nodding his agreement and returning his attention to his phone.

"Night Mum."

"Night Lawrence. I love you."

"Mmmhmm."

Caroline closed the door and padded back down the stairs to find Kate. As she got to the bottom of the stairs, she could see the kitchen in darkness and called out.

"Kate?"

"In here." Kate was in the living room, curled up on one end of the sofa, feet tucked up underneath her, smiling at Caroline. On the coffee table, there were two cups of hot chocolate, with cream on the top and what looked like small pieces of chocolate. Caroline also noticed, happily, some chocolate biscuits on a plate next to the cups. Caroline stepped into the room, set the tray in her hands down on the table and paused for a second. She looked at Kate and then back at the door and decided to close it. The boys were bound to be asleep soon or at least engrossed, William in his book and Lawrence in his phone, but she didn't want to be overhead. She knew she couldn't protect them from their father's repeated indiscretion but she could protect them from hearing about it again.

"William wanted to know if I thought you'd mind if he borrowed one of your books from the shelf."

"Of course I don't mind. He'd be very welcome."

"I thought so."

"Are they ok?"

"I think so. William was excited about all the books and Lawrence was watching something on his phone. They seemed fine." Caroline sat down next to Kate. "I'm sorry to do this to you so late." She looked at Kate, brow furrowed, and exhaled, allowing her shoulders to drop as she began to relax a little.

"Caroline, it's ok. It's fine. I'm glad you did. I'm glad I can help."

Kate sat forward in her seat and shifted her legs to the side. She opened her arms out to Caroline, who willingly shuffled across and leant into Kate's embrace. Caroline rested her head against Kate's shoulder and closed her eyes. Kate stroked Caroline's blonde hair slowly and tenderly, waiting for Caroline to speak again.

"Its...it's been a bit of a funny night." Caroline began, wondering how on earth she was going to explain the whole ridiculous mess. Kate just held her more tightly and kissed the top of her head. "So...I got back from Halifax, let myself in and... do you know what...I should have known...I should have known not to leave the boys with him and think that I could go away overnight..." Kate continued to stroke Caroline's hair calmly, allowing her the time to form her words and say what she needed to say. "I shut the door and I could hear something. Then Judith came hurtling down the stairs, in my dressing gown, the one that my mother bought me for my birthday, and landed at the bottom, in the hall, on the floor...right in front of me." Caroline sat up and took one of the cups of hot chocolate from the coffee table. She shook her head as she lifted the cup to her lips and drank.

"Oh...Caroline..." Kate reached out and touched her open palm to Caroline's arm, caressing it with her thumb.

"She was drunk, of course. The kitchen was a mess, food everywhere, empty bottles." She shut her eyes and shook her head again, the distress evident, to Kate, in her expression. "Then John came down, from upstairs. Upstairs. And William told me what they'd been up to...he said they'd been upstairs, in my room..." Caroline stood up and paced across to the fireplace. She reached out and gripped the mantelpiece, leaning over and looking at her feet. "My room. I just couldn't believe it...I mean, I could, I can...it's just...while the boys were there as well...he's lost the plot, Kate, he's just lost the bloody plot." Caroline turned to face the fireplace, ran both hands through her hair and leaned again on the mantelpiece.

Kate waited, patiently, for Caroline to continue, allowing her whatever dignity she needed to keep, facing the fireplace. Kate drank her own hot chocolate, glad of the warmth in the chill of the house so late at night. When Caroline finally turned around, Kate could see the tears on her face and she stood, closed the gap between them and wrapped her arms around this magnificent woman, determined, somehow, to make up for her anguish. Caroline made staggered breaths into Kate's neck and Kate rubbed tiny circles on her back, murmuring into her ear.

"It's ok, Caroline. It's over, it's done. We'll go and see someone on Monday, a lawyer. It's ok. You don't have to do this by yourself." After a long time, Caroline lifted her head and met Kate's eye.

"Thank you." She nodded. "Thank you, Kate. For being so kind and for looking after me. And the boys. You've been so kind. I don't really know how I deserve you."Kate reached up and wiped the last tears from Caroline's face.

"Caroline, you trusted me enough to call me tonight, when you needed me. That's how. It's simple, really." Kate's voice was soft and Caroline was very tired; she yawned and stretched the muscles in her neck and back. "Caroline, why didn't you stay in Halifax tonight?" Caroline sighed and frowned.

"I...it's..."

"Do you want to tell me about it in bed?"

Caroline nodded. Kate leaned over, kissed her gently on the cheek and took her hand. Turning off the lights, as they went, Kate led Caroline up the stairs, making a silent promise to love this woman enough to make up for everything she'd had to put up with.