A/N: This episode as so epic that I had to write something. So, here it is!

Mama (Smoak) Knows Best

Oliver headed over to Felicity's townhouse after he finished the movie with Thea, their conversation from earlier ringing in his ears. He had gone too far. They'd settled into something after what happened at the hospital. It wasn't exactly where they were before, but it was close, and he knew better than to push for more. He knew, though, that their being anything remotely to okay was predicated on them not losing the precarious balance struck between them.

He'd seen her retreat when he said those words to her, hinted toward the feelings that they both knew he had but never outwardly mentioned. But after almost losing her, panic gripping him in a way that only she could instigate, he couldn't help himself. He was basking in them being together. Her being in front of him, very much alive, and of her own accord. She'd saved herself in that warehouse – not him – and it made him love her even more. His strong partner. He wasn't even surprised when she grabbed the gun from Nolan. It was just her. And so, he had to say something then. Standing with her watching her eyes light up and her ponytail swish. He had to say something. Even if he shouldn't.

He remembered Felicity mentioning something about her mom leaving that night, which was why he was surprised when he knocked on her door and Donna Smoak appeared. She grinned wide, a glass of red wine clutched in one hand, and said, "Felicity, your other billionaire is here."

"What?"

Felicity popped into the view of the doorway, eyebrows knit in confusion until she saw Oliver and then they were high up on her face. He loved her eye brows. She told entire stories with them.

"Oliver, what are you doing here?" she stammered. He became momentarily distracted by her pajamas, a cherry red flannel dotted with little hearts. She caught his gaze and said, "You are not allowed to judge my sleepwear."

He smirked. "I wouldn't dream of it, Felicity. I just wanted to, um, see how you two were doing after all the craziness today."

"How nice of you," Donna said, rocking a bit on her heels. "And we're good. My girl and I, we're survivors."

Oliver smiled a bit. "I don't doubt that."

Donna sensed that there was a bit more to the conversation and glanced down at her wine glass. "Looks like I need a refill."

She padded off to the kitchen and Oliver said in a low voice, "I wanted to talk about earlier. To apologize."

Felicity knew what he was referring to without having to ask.

"You don't have to say anything," Felicity returned softly, fingers curling around the long sleeves of her pajamas.

"I feel like I do."

"Felicity, sweetie, why don't you invite the boy in?" Donna sad leadingly. "There's more than enough wine to go around." She held up the bottle and looked at its dwindling contents. "Well, maybe not in this one. But you have more, don't you?"

"Oh, I'm sure Oliver doesn't want to sit around and drink wine with us," Felicity said quickly, shooting Oliver a look to make sure he didn't say otherwise.

"Yeah. I should probably head back."

"You just got here," Donna pressed. "One glass. No one regrets one little glass."

Oliver looked to Felicity and she sighed, tilting her head toward the living room.

"You better come in or she'll drag you."

Oliver chuckled. "You Smoak women are pushy."

"I wouldn't have it any other way," Donna trilled.

"Neither would I."

"Felicity, where's another bottle of red? Or do you prefer white, Oliver?"

"I don't have white," Felicity returned promptly, walking into the kitchen. She pulled open the cupboard and unearthed another bottle of Three Wishes cabernet.

"Red is fine," Oliver said. He'd seen Felicity open a bottle of wine before, and knew it was not one of her better honed skills. He watched her struggle for a few moments before chuckling and walking over, gently prying the bottle from her hand.

Donna leaned against the kitchen counter, quietly nursing her glass of wine as she watched Felicity and Oliver squabble over the wine bottle opening.

"I've never seen someone so remarkably bad at opening wine," he teased gently.

"Hey, I'm entitled to have things I'm not good at. Computers? A cinch. Need someone to knit you a nice tea cozy? I'm your girl. But cork screw expert, I am not."

Oliver shook his head with a soft grin, pulling the cork from the bottle with a soft pop.

"And we have wine," he said, topping her glass off with a bit more wine.

"Thank God."

"So, Oliver," Donna began, walking over to them. "How did you get into the club business?"

Oliver considered that for a moment as he poured himself a small glass of wine and said, "It was really more my friend's idea and I was brought along for the ride."

"Was it that John person I met earlier? The one with the cute little nugget?"

Oliver laughed, shaking his head. "No, it was…it was my friend, Tommy. He unfortunately is no longer with us."

Donna's wide smile dropped from her face and she reached forward, grasping his forearm lightly. "I am so sorry."

"Thank you," he said, taking a large gulp of wine as to signal the change in conversation. He didn't like to talk about Tommy. It brought up too many bad memories. "So, what were the plans for tonight? Hopefully I'm not stepping on them too much."

"Not at all," Donna assured him. "We were just going to throw on a movie." Donna paused for a moment and then asked Felicity, "What one is it again?"

"It Happened One Night," she said. "It's, um, one of my favorite movies. I like all the banter."

"That's with Clark Gable, right?"

Felcity nodded. "Yeah, it is."

"That's funny. I just watched one of his with Thea."

"Thea?" Donna asked over her wine glass with a nonchalance that Felicity was marginally certain did not appear feigned to only her. She shared a look with Oliver.

"My sister," Oliver clarified.

"Well, if you're a Clark Grable fan-"

"Gable," Felicity deadpanned.

"Right, Gable," Donna corrected with a small grin. "If you're a Clark Gable fan you have to stay. It's practically a rule."

"It's not actually," Felicity said quickly. She glanced back at her mother and said in an emphatic voice, "It's not a rule." She turned back to Oliver. "You don't want to stay here and watch a movie with us. It's Friday night! You probably have more exciting things to do."

Oliver, unable to help himself, returned with, "I don't know, those flannel pajamas there are pretty exciting."

She poked him in the arm and said, "No judging, remember?"

"It's not judgment. It's appreciation."

"Oliver," she said. Her lips were curled into a soft grin, but he could sense the undercurrent in her voice. She needed him to leave. And he knew, if they weren't going to have another show like earlier, he needed to leave, too.

"As much as I appreciate the offer," he began, tearing his eyes from Felicity and looking at Donna. "I really do have to get home. The power shortage messed all my clocks up. So, I have to fix those. And other stuff."

Felicity gave him an incredulous look, wondering how after all this time his lying still hadn't improved. Donna also sensed the tall tale, and when she looked at Felicity her daughter perked up immediately and said, "Fixing clocks is serious business. We shouldn't keep him from it any longer."

Oliver nodded. "Mrs. Smoak, it was an absolute pleasure meeting you today."

"You too, Oliver. Thank you for looking out for my baby girl. It makes a mother feel better about her daughter being across the country to know there are people there who care about her as much as you do."

Felicity gave Donna a look, but her mother pointedly ignored her.

"Good night, ladies," Oliver said. He set his half finished glass of wine on the table and then headed out. Felicity, watching him walk out of her townhouse, felt a sudden urge to follow him grip her. She went to move but then stopped short, glancing back at her mom and said, "I just-"

"Go. I'll be here," Donna said knowingly.

Felicity rushed out of her townhouse, catching Oliver right at the front steps.

"What is it?" he asked, concern pulling at his eyes. "What's wrong?"

"Nothing," she said quickly. "I just…in there…I didn't mean to kick you out. It's just, things are sort of okay between us now, but with my mom and-"

"It's okay," he interrupted. "I understand."

She nodded, her gaze catching his and holding it until she could feel her heart beat in her ears. She blinked rapidly, shaking her head slightly, and said, "Well, I better get back inside. Thank you for checking in."

He nodded. "Always. Goodnight, Felicity."

"Goodnight, Oliver."

She watched him walk away for a moment before turning around and walking back inside. Her mother was stretched out on the couch, sipping at her glass of wine as she tried to turn on the television.

"Why won't this thing work?" she said.

"Oh, Mom no," Felicity said, quickly moving forward and plucking the remote from her hand. "That's not the TV remote."

"So, are you going to fill your mother in about what's going on between you and that boy?" Donna asked, grabbing the pillow from behind her and holding it to her chest. "And don't even try to talk your way out of it. You learned that from me, remember?"

"There's nothing going on," Felicity said. Her mother gave her a look and she added, "At least not now."

"I knew there was something there."

"It can't happen." Felicity said simply. "So, that's it."

'What do you mean that's it?"

"That's it. We are at two very different places in our lives," Felicity said, sitting on the couch next to Donna and tucking her feet up under her bottom. "Until we meet at the middle – if we ever meet at the middle – nothing can happen."

"Says who?"

"Mom-"

"Look, Felicity, no matter where that boy is in his life he is madly in love with you."

"Mom," Felicity sighed, smoothing her ponytail. "Can we not do this?"

"Mothers know this sort of thing," Donna pushed. "And that boy loves you."

Felicity shook her head and murmured, "I know."

Donna studied her daughter's face. It was there, written so plainly that she was surprised the entire world didn't see it. "You love him, too."

Felicity tilted her head to the side and said, "I was almost killed today. By my first love who I thought was dead. So, I'm going to take the free pass that all of that has to give me, and stop this conversation."

"Okay."

Felicity looked at her mother in surprise. "Okay? Really? You're…it was that easy to stop the conversation?"

"Yes," Donna said. "It was. But-"

"Of course there's a but," Felicity grumbled.

Donna grinned. "Promise me that the next time I see you won't be two years from now."

Felicity felt her heart ache at that and she leaned over, pressing a kiss to her mother's cheek.

"I promise."

"Because a mother misses her daughter. You won't understand this until you're a mother, but…I really missed you, sweet heart."

"Next month," Felicity said. "I'll come for a weekend. Actually, I think National Maple Syrup Day is in November."

Donna laughed. "Come then! I'll make you those chocolate chip pancakes you loved so much as a kid."

"Those pancakes were the best," Felicity waxed nostalgically, resting her head on the couch cushion. "And you'd cut them to look like Mickey Mouse."

"Is there any other way to eat pancakes?"

Felicity remembered what Donna had yelled at Nolan earlier that day. How she was a single mother and there was no one tougher. She thought about all the birthdays Donna Smoak never missed despite picking up numerous shifts at the casino. The holidays. The school plays. The bedtime stories before she left for her night shift. The mickey mouse shaped chocolate chip pancakes.

"I love you, Mom," she murmured, reaching over and taking her hand. "That's another thing I don't think I say enough. But, I love you."

Donna squeezed her hand. "I love you too, sweetheart."

A/N: This is a big ol' fluff ball, but I couldn't resist! Hope you liked it! Also - in case you were wondering I LOVED the episode tonight! Best so far!