Picks up just after 5x03.

Gail realizes she's made a mistake at around one AM. She's lying in bed, thinking of Holly. The alcohol's begun to wear off and she feels…shitty. Fucking terrible.

Yes, Lisa was an asshole, but so was Gail. She snapped at Holly—because that was easier than showing Holly how much she cared.

Gail picks up her phone and regards it warily. The question is, she thinks, can Holly deal with what a little shit I am?

I fucked up, she writes simply and hits send. She manages to wait all of two minutes before adding, Come over?

Only a few seconds later, her phone buzzes in her hand—a text from Holly. Answer your door.

Gail jumps at the sound of the doorbell and leaps out of bed, hoping the sound didn't wake Chris or Dov. When she swings open the door, Holly smiles at her, bravely holding Gail's eyes even though Gail refuses to smile back.

"Just happened to be in the neighborhood," she murmurs, half-grinning. Gail only blinks at her and Holly's face falls. "Actually," she amends, "I wanted to see you." Her gaze flicks back to Gail's. "I wanted to apologize."

Gail is silent for a moment, before letting out a long breath. "Me too," she admits, her expression going from guarded to slightly bashful. Holly can't help but admire the pretty pink flush in her cheeks.

"What do you have to apologize for?" Holly asks.

Gail shrugs. "I don't know. I was an asshole." She lifts imploring eyes to Holly's face. "But Lisa really…hurt my feelings," she blurts out, hating that she sounds like a whiny five-year-old.

"I know," Holly says softly, taking a step closer, but still not touching Gail. "I should've told her to shove it. She's always harsh with new people, but that's not an excuse for her to be so disrespectful and I just hope that you—umph—"

Gail's kiss is bruising, her mouth warm and questing. Holly groans softly when Gail runs her tongue along her full bottom lip, nipping gently before soothing away the mark. "You're rambling," Gail breathes into Holly's mouth, her hand sliding to the nape of Holly's neck, her fingers sliding into Holly's long, dark locks.

"You're more than just fun for me, Gail," Holly says.

Her dark eyes are so full and earnest that Gail's breath catches. "I'd hoped," she murmurs.

Holly smiles crookedly, wrapping her arms around Gail's waist and pulling her close. "Our first fight," she points out cheekily, leaning forward to brush her lips across Gail's forehead.

"I'm still pissed," Gail grumbles, even as she relaxes into Holly's soothing caresses. "What's the story with Lisa?"

Holly lets out a long-suffering sigh. "The long version or the short version?"

Gail looks up into Holly's face for a moment before pressing a quick kiss to her lips. "The long version," she says decisively. I want to know you. She grabs Holly's hand. "Let's go to bed."

Five minutes later, Gail climbs under the covers and snuggles into Holly's side, resting her head on her shoulder. Holly's arm comes around her shoulders automatically, pulling Gail even closer. Holly presses a soft, lingering kiss to her forehead before she begins her story.

"The quick version is that Lisa and I used to date and she has a superiority complex that comes out when she's jealous."

Holly pauses and Gail strums her fingers over Holly's stomach, smiling when Holly catches her breath. "Now the long version," she says, stilling her fingers and sinking into Holly's body.

"Hmm," Holly says thoughtfully, blinking up at the ceiling as she thinks back. "We met freshman year. We were on the same hall, became best friends. We both began realizing we weren't attracted to men at the same time and started dating each other…sort of by default."

"Classic falling-in-love-with-your-best-friend scenario," Gail says knowingly. "You're such a lesbian, Holls."

"Look who's talking, babe," Holly teases, poking Gail in the ribs, making her squeak and wiggle in her arms.

Gail nips at Holly's lower lip in retaliation. Holly's eyes darken immediately as her gaze sweeps over Gail's face and lands on her lips. "Gail," she whispers, a soft whine catching in the back of her throat as she presses against Gail's body, half-draped over hers.

The undisguised need in Holly's voice makes something fiercely possessive flare deep in Gail's belly. She rolls on top of Holly, grabbing her wrists and pinning them over her head. "Don't think this means you're off the hook, Stewart," Gail murmurs, her breath quickening as she rocks her hips slowly between Holly's parted legs. "I want to hear the rest of the story."

"I know," Holly says, struggling to focus through a haze of desire.

Gail shifts her weight to one side and lifts her hand to Holly's breast, swollen now with arousal. She feels Holly's nipple harden against her palm and her hips jerk as a swift stab of pleasure bursts between her legs. "Jesus, Hol, I want you so much."

"Don't make me wait," Holly gasps, arching into Gail's body as she continues to rub and pinch her nipple.

Gail groans softly, shivering with desire, and trails her hand down Holly's abdomen, feeling the muscles ripple beneath her fingertips. She bypasses the barrier of Holly's loose sleep shorts, trails her fingers through wet heat, and enters Holly in one long, smooth stroke.

Holly cries out sharply, her head snapping back as an unexpected orgasm crashes through her. Her entire body tenses before shuddering uncontrollably for long moments. Through it all, Gail barely moves a muscle, simply letting Holly's orgasm run its course. The feel of Holly's pulsing muscles gripping her fingers makes her want to thrust hard, to claim, to press deep inside—but she waits.

When Holly finally sags back into the mattress, her eyes hazy, her lips parted in pleasure—Gail presses forward with her fingers, rocking her hips between Holly's legs at the same time. Holly's lids flutter at the sudden pressure deep inside. She presses down around Gail's fingers, whimpering softly when Gail runs her thumb over her clit.

Gail presses her face to Holly's neck as she moves inside her, getting lost in Holly's scent, the feel of her skin, the sounds that slip from her parted lips. Gail can feel Holly begin to tighten around her and knows the end is coming. She lets out a startled gasp when Holly suddenly shifts her body weight enough to press her thigh between Gail's parted legs.

Gail shudders, her body swamped with sudden, sharp desire. She momentarily loses her rhythm and goes still. Holly whines softly, arching into Gail's body. "I'm so close, baby, please—"

"Shh," Gail rumbles, pressing light kisses to Holly's flushed face. "I've got you."

Then she presses her mouth to Holly's and begins thrusting slowly between her legs. Holly sighs and squirms under Gail's body, her hands roaming restlessly across her back and shoulders. "I'm going to come," she breathes suddenly, her eyes opening wide and fixing on Gail's face. "Right now, I'm—"

This time, Gail can't hold herself back. Holly is so beautiful, so responsive. She continues to thrust as Holly's orgasm plays out around her fingers, stroking her inside and out until the tension in Holly's body begins to build again.

They are more than fun. Holly said it and now Gail is going to make her feel it. Gail knows her body, knows her. She drives her harder, deeper with fierce intensity until Holly is whimpering and twisting away, her chest rising and falling rapidly.

"I can't…come again," she gasps, one arm thrown over her eyes as she continues to draw in huge lungfuls of air.

"Mmm," Gail hums happily, sprawled on top of Holly. "Better catch your breath, babe. You've got a bedtime story to tell."

"Right. Of course. How could I forget?"

Gail grins and presses her mouth to the outer curve of Holly's breast, her grin widening when an uncontrollable shudder runs through Holly's body. "Oh jeez," Holly groans. "I'm insatiable for you."

"Just the way I like it," Gail murmurs. "Now finish the story."

Holly blinks, forcing the desire away for the moment and trying to focus. "So…where was I?"

"You started dating a best friend because you were a raging lesbian."

"Right," Holly agreed cheekily. "So Lisa and I dated for a couple of years, and then we graduated and drifted apart. I had another serious relationship in med school, and then Lisa and I both ended up back in Toronto. We became friends again, but Lisa wanted more. She asked me out a few times, but I…I didn't feel that way about her anymore."

Holly pauses and Gail can sense her discomfort. She pushes up on her elbow and presses a quick, sweet kiss to her lips. Holly smiles at her fondly, the tension draining from her body.

"Lisa is a good friend," she says finally, reaching up to press her palm to Gail's cheek. "But she still gets jealous when I date other women. It's never really been a problem because I haven't really dated anyone in a while, but now…"

"Now you're dating me," Gail interjects, nibbling possessively at Holly's jaw. "And Lisa needs to get over it."

"I'll talk to her," Holly gasps as a sharp ache settles between her legs. She shifts restlessly on the bed, her legs parting automatically.

Gail groans quietly at Holly's undisguised desire. "What do you need, sweetheart?" she asks.

Holly gazes up at her for a moment, before reaching for the hem of Gail's shirt. "Off," she says.

Gail sits up obediently and pulls the garment off. Then, before she can settle back into Holly's embrace, Holly rears up on the bed, loops an arm around Gail's waste and spins her onto her back.

Gail squeaks, gripping Holly's shoulders. "Hey!" she huffs indignantly.

Holly simply presses a hard kiss to her lips, before grinning rakishly at her and trailing a line of kisses between Gail's breasts and down over her stomach. "What I need," Holly finally murmurs, "is for you to lie very still while I make you come."

"No arguments here," Gail breathes and then Holly's mouth is on her and warmth is blooming along her spine and all she can only think one word. Her name. It's all she can say. "Holly."