A song fic based off of the song "Give in to Me" sung by Garrett Hedlund and Leighton Meester.

Disclaimer: I don't own anything of value, including the show or characters that this fiction is based off of.

Oliver Queen looks up at the old stone building and weighs his options. Felicity lives on the third floor and while not a huge task, it would make her neighbors a little suspicious to see a strange man scaling the walls to enter into her apartment. He decides, instead, to go around to the other side of the building where his eyes lighten as he sees the fire escape.

Glancing into her window, he sees that she is not in her bedroom, and that is better, he thinks. She tended to get mad at him when he surprised her at what she would inopportune times.

The longing in the pit of his stomach would not go away. Really, if he were being honest with himself, it's been there since he lay in bed with Isabel thinking of how to explain to Felicity. It got stronger and while their one date and amazing kiss seemed like it would be enough, he couldn't forget about her, he couldn't not think about her, and he couldn't ignore the fact that she seems to have completely forgotten him, as anything other than Arrow.

At first, he thought that he was protecting her by walking away before she had a chance to get hurt, in any way, shape, or form, but now he suspects that he was only protecting himself, much like when he was with Laurel, before the Gambet and the thought makes him physically sick to his stomach, because he's changed, dammit, and she deserves so much more.

He enters her window, and listens for her. He hears her in the kitchen, and smells something cooking. He walks softly into her space, breathing her in for the first time in a few days, as she's been working on a big project for Ray, and hasn't been around, save for being the voice in his ear for a few hours each night.

When he steps around the corner and gets his first glimpse of her, he feels as though he's been thrown into a wall of longing, and then catapulted back into a pool of regret.

He watches her until he realizes that she's become the one watching him.

"Hi." Her soft, melodic voice washes over him, soothing his raw ends.

"Hey." His voice is rough with a need they don't talk about.

"Felicity, I've missed you." The words are pouring out before he can stop them, before he understands that he doesn't want to stop them anymore.

"Oliver, you made this choice. I'm just respecting it, and guarding my heart along the way."

"I take it back. All of it. Felicity, come to dinner with me. Let's try again." He tries for pleading and nearly falls apart when he sees her eyes harden and her jaw clench.

"No. No more dinners, and no more tries. Because then I'll get shot at, or we'll both get blown up, or some crazy person will give me a paper cut and you'll be done, again, and I'll have to do this all over again, and I really don't want to that, because I love you, Oliver, I really do, but you kind of suck at this whole relationship thing and this whole showing someone you love them thing, and I don't want to be the next Laurel, only it won't be like with Laurel, because I don't think that you would cheat, but I do think that you would run away and hide behind Arrow stuff, and I just… I'm just going to stop talking now."

All he hears is fear, and at least now he knows that the hurt is still there, the anger, and the feelings. He can work with feelings.

"What if I could prove to you that it won't ever happen like that again, and that I want you more than you could know?"

"Oliver, I don't know…" She bites her lip and her eyes are hesitant and guarded.

"I'm going to wear you down. I'm going to make you see. I'm going to get to you, like you get to me. You'll give into me." He walks towards her, letting his words sink in, step by step. He presses into her, reaching behind her back to turn the stove top off. His hands settle on her hips and he can't see anything beyond her, parted lips and dark eyes, tousled hair, and rosy cheeks.

"I'm going to keep trying, and if you really don't want me, then I guess I'll be all by myself, because I don't want anybody else." He talks while his head ducks to her shoulder and where she expects lips she instead feels his forehead rest on her skin, his hot breaths caressing the skin there.

His voice is now a whisper as his thumbs dig into her hips deeper, and his mouth comes closer to her skin. "Come on, baby, that's it, just relax."

Her body shakes like jello and she clutches at his t-shirt to keep herself upright. Her whimper escapes without any permission. The combination of his words and the hard, strong lines of his body pressed into her, his heady smell filling every space, her head feels fuzzy and she just wants to give in.

"It's ok, Felicity, just give in. Let go. I'm not going anywhere." He was waiting for her to crash their lips together, for her to move them backwards, moving further into unexplored territory. He wanted to make the call, to feel safe enough to make that call.

He did not expect her to start crying. She bit her lip, hard, so that there wasn't any sound, and he didn't notice the tears until there was a torrent of them running down her face, onto her lips, and her bare shoulders.

"Hey, hey, shhh. It's ok. Let it go. It's ok. I promise you, it's not that hard to give in. Just a little step forward. You can do it, Felicity." Because, the truth is, that little step forward might as well be a leap across a canyon. It would mean she was trusting him with her heart again, at least enough to build on. Right now, there was nothing there, nothing to build on, and no hope for anything to come.

She gasps, catching her breath, and then she stepping and reaching for him, and sealing her salty lips to his soft, pliable ones. The kiss is not about showing control, but about giving in, and about a kind of subtle promise to cherish, and to show her tonight what it is to be cherished.

Later, when she is straddling him and looking for all the world like she doesn't know if she can do this, like she doesn't understand why he wants her the way he does, he flips them over, pressing kisses to every drop of exposed skin. He whispers to her that she has plenty of time to be the one in control later, that he wasn't going anywhere, that she's beautiful and sexy and strong, and she's doing all the right things, and damn, that feels good.

She gets braver as the night goes on, and by the morning, she's not entirely sure that this whole giving in thing wasn't her idea in the first place. He's there when she wakes up, looking at her through half lidded eyes, holding her hand, tracing his other over hot, bare skin. And she's gone. She gave in and now her heart isn't even hers anymore, and while she's terrified, she believes him when he says that everyday he will wear her down, make her see. And always, she will give into him, eventually.