A/N: Set sometime between 1x06 and 1x10. This is in response to a very specific, detailed, and lovely prompt posted by asillybubblegummachine on Tumblr, who basically wanted a little Dark!Red, some resistant Liz, and the truth about Tom. I hope I realized your vision! Thank you for the opportunity.

If you're on Tumblr, I'd love to follow you: jessahmewren dot tumblr dot com. If you're on Facebook, join in the conversation at my Lizzington Shippers group. Thank you for reading :).

-0-0-0-

Elizabeth Keen sat at her kitchen table, drumming her fresh French manicure against the polished wood finish. He was twenty minutes late.

She rubbed her uncovered arms absently, wondering if the restaurant would hold their reservation another hour to give him time to navigate traffic. She checked her delicate gold watch. It was well after six.

It'd been several months since she and Tom had been on a real date. With her work schedule they rarely went out anymore, so she had looked forward to this night, especially.

She stood, smoothing the silk taffeta dress at her waist, her hands nervously fussing with the satin sash that cinched the delicate fabric before it fell over her hips and down to just above her knee, hugging her figure closely. The color was a deep rose, almost magenta, and the strapless bodice had a sweetheart neckline that dipped discreetly, revealing a peek of cleavage.

Liz walked to the window, uselessly staring at the empty street. We'll never make it, she thought glumly. She looked down at her hands, at the little black clutch she'd spent $80 on, something she really couldn't afford on a G-woman's salary. She was about to toss it onto the couch when she heard the phone within it.

She dug for it hurriedly and answered it without looking at the caller id.

"You could've called sooner, Tom; as it is now we won't make dinner."

There was a pregnant pause and then an amused little huff.

"Sorry to disappoint you, Sweetheart. I guess we'll just have to order in."

Red's voice dripped with sarcasm and it was as if she could see his self-satisfied smirk over the phone. "Not a good time, Red."

She could hear the lilt in the back of his throat, a prelude to a smile. "Oh I beg to differ. So, where are we going?"

She began to pace, flustered by his smugness and the very fact that he could get under her skin so easily. "We are not going anywhere." She sighed, rubbing her forehead with her hand, and decided that as much as he might deserve it, she wouldn't take out her frustration on him.

"What do you need, Red?" She sounded as defeated as she felt.

Red pursed his lips thoughtfully, noting the change in her voice and followed suit. "You sound distressed, Lizzie. Is there anything I can do?"

She worried her bottom lip, studying a nondescript spot on the rug. "No," she said quietly. She thought of telling him off, but she was simply too tired.

"Are you sure."

She swallowed. He was doing that thing with his voice again...dropping it into the lower register until it was burlap soaked in honey. It made the hair on her neck stand on end; sometimes it made her shiver. She shook herself.

"I'm sure," she said, forcing herself to sound steadier than she felt. "But you obviously need something or you wouldn't have called." She waited, tapping the toe of her velvet pump on the wood floor.

"I do," he said brightly, ignoring her little jab. "There's been a development with our new Blacklister. I have intel that he might be leaving the country and we need to act now."

She put a hand on her hip, looking up into where his face might be, her face incredulous. "Can't it wait?"

On the other end of the phone he frowned, but said nothing.

She walked to the window again, peeking through the blinds. There was a black car parked a block up the street, but other than that, nothing. No Tom.

"Call Cooper," she said thinly. "Or Ressler." Her breath frosted the window pane, and she realized how desperate she sounded.

His dark laugh rang hollow and bright over the phone, and she instantly regretted that last suggestion.

"I speak to you, Lizzie. Remember?"

She closed her eyes. Of course he does.

"I need to see you," he said finally. "Dembe's outside. Don't keep him waiting too long."

The line went dead.

Or Red waiting too long, she thought bleakly. She looked outside as the man in the black car stepped out onto the street. If she didn't go Red would just come to her, she thought, and Tom would be home by then. She closed the blinds and turned away from the window, wondering when she'd lost autonomy over her own life.

She typed Tom a quick text message about being called in to work, silently ruing the missed meal and a night of dancing. At the thought of dinner, her stomach growled.

There was a knock at the door then, and she systematically put away her phone, closing the new clutch with a snap. There was no reason to rush; she knew who it was and he wasn't going anywhere without her.

She sighed as she shrugged into the short black velvet coat, the only thing she hadn't had to buy for their date tonight. Her nimble fingers worked the little clasp, snugging it tight around her, and she retrieved her clutch from a nearby chair. Liz made her way to the door where Dembe was most assuredly waiting on the other side.

There were times she wished she'd never met Raymond Reddington.

-0-0-0-

Dembe pulled the car into a parking garage of an apartment building in a not-so-lustrous part of town, and though she knew it was impossible she wondered for a moment if he'd made a mistake. There was no mistake, though, when Dembe moved to open her door and positioned himself a few steps ahead of her, certain she would follow.

They'd traveled in silence. It wasn't that she didn't like him (it was quite the contrary) but Liz was still disillusioned about her ruined evening and he seemed to sense that she did not want to talk. Not that he was usually overly verbose, anyway.

He led her to a large freight elevator and they stepped inside. As the two steel doors slowly rattled shut, she raised an eyebrow in question. Dembe gave her a small smile of reassurance and depressed the button for the top floor.

After a long walk down an empty hallway, they stood in front of a large industrial-style door. Dembe looked up and into the lens of a hidden security camera, and after a few seconds an electronic lock beeped and the thick metal door swung gently open on its own momentum.

He moved aside for Liz to step in first, then turned to leave. She listened to Dembe's retreating footfalls as she observed the sparse surroundings, the cold gray walls and the limited furniture. What was furnished was up to Red's usual standards, but this dreary, cavernous alcove was unlike any other dwelling she had seen him inhabit.

As she entered the room, Red began talking to her immediately, his back turned and an open laptop on the coffee table.

"The thing with these sorts of criminals, Lizzie, is that the plays are always in flux. In a moments notice"-he made a half turn, seeing her for the first time-"things can change."

The last three words had a decidedly different tone than the first ones as he was momentarily taken aback by her appearance.

Her hair was thick and hung in soft billowing curls over her shoulders. A rhinestone clip pulled it back over one ear, accentuating the graceful line of her neck. She wore that sweet little coat she often donned over her formalwear when they were undercover, but it covered the bodice of an entirely new and beautiful dress, as soft and as pink as a lotus bud. He'd never seen that color on her, and he struggled to process it. She was easily the brightest thing in the room.

Red found himself halfway to her, and the closer he got the more the apparent distance in her eyes began to grow.

"May I take your coat?"

His voice was lower, resonating in that strangely intimate way of his, and her eyes flitted to his face, then back down again. Any longer and she knew the look in his eyes would match his voice, and it would do things to her that she only considered in the privacy of her own thoughts.

She looked at him where he stood just a few feet in front of her, his hand gesturing in the smallest of ways, with the palm open and turned several degrees past 90. It was the exact way his hands always looked seconds before they found the small of her back.

He blinked, and when he looked at her again her eyes had softened some. She nodded politely, and he stepped toward her.

Her hands were at the little clasp; it had a rhinestone button that was sometimes hard to work, and she struggled against it. It didn't help that she could feel his eyes on her, intently watching her every move.

He stood poised behind her, his warm breath stirring her hair. She could feel his arms up and halfway at her back, although he had not touched her. The heat emanating from his body shimmered between them like molten asphalt under a summer sun. The proximity coupled with the effort from the clasp caused her hands to tremble slightly, and she muttered a curse under her breath.

She heard him laugh softly, and the hands hovering behind her glided up and over shoulders, finding hers at her neck and instantly covering them. His hands were warm and felt larger than how they appeared; hers were completely lost under them.

She closed her eyes, momentarily overwhelmed by the dominance of presence, and she blew out a cooling breath to counteract the heat building inside her.

He moved even closer, looking over her shoulder so he wasn't working blind, and his face was nearly flush with hers.

It would be nothing to move her head into his mouth, she thought suddenly. Nothing at all. She'd often watched his lips when he spoke, marveling at the little twitches and quirks and wondering what they might do when operating under their own power.

She closed her eyes, despising herself for the dark turn of her thoughts and felt a momentary flash of panic under his administrations. This was why she tried to put distance between them most days, she thought to herself. The effect he had on her.

As if answering her concern, almost simultaneously the clasp gave way, saving her from an embarrassing retreat.

He slid the coat from her shoulders, his hands noting the warmth that still lingered on the heavy fabric. It would cool by the door, he thought, and rather quickly. It was a strangely unhappy thought.

When he turned from the coat rack she was watching him. Her hands were lax at her sides, and her chest heaved gently as if waiting for him to speak.

He couldn't, not at the moment. He'd never seen her arrayed in such a manner, not even in their undercover work. Red had seen Liz in formals of course, but this strapless cocktail dress was something entirely different. Even when they had posed as a couple, her dress was often stubbornly demure, almost marmish. Lizzie often dressed as if she was trying to hide her beauty, her sexuality when around him.

But not tonight. Tonight was somehow different. He unabashedly took her in...the smoky eye, the creamy décolletage beautifully framed by the tasteful plunge of her dress, the ruching of silk taffeta over her breasts. Very different, indeed.

Tonight, she had dressed for another purpose. One not associated with work, and one he regrettably admitted had nothing to do with him.

"You are positively resplendent, Lizzie."

She said nothing, but the little dip of her chin belied her pleasure at his words. Her eyes hardened (to hide her appreciation of his compliment, he suspected), and she set her mouth.

"Red, why am I here?"

Her voice was slightly husky and as smooth as the silk at her hips. Her eyes were tired, though, and a little troubled, and he wondered what his phone call had interrupted.

"Marcus Welborn," he said simply. "He might be leaving the country as early as tomorrow. We need to plan on either apprehending him or thwarting his departure."

He gestured to the interior of the room and she turned from him, walking toward the couch casually but slowly in her high heels. There was a tiny bow on the back of those velvet pumps, and he became momentarily fascinated by the pendulum swing of those little bows, a tantalizing conflict of the innocent and provocative.

He watched her as she settled on the couch, the silk taffeta whispering against her smooth legs as she crossed them. He wondered briefly if her panties were coordinated with her dress, or if they were a simple black lace. He worked his mouth.

"What's this," she said, indicating the laptop and the various folders and loose documents strewn on the coffee table. He crossed to her, settling on the end of the couch, and indicated one of the folders.

"Surveillance of Welborn over the last few days," he said quietly. "My surveillance, not the FBI's."

Liz furrowed her brow. "What's the difference?"

He gave her a small smile. "Fewer banana peels."

She huffed in spite of herself.

Her stomach growled again, and it reminded her of Tom and the missed dinner. She opened her clutch and withdrew her phone, checking her messages. Nothing. She tried to mask the disappointment as she returned it to her bag.

Red eyed her curiously, dark humor playing at the corners of his mouth. "Looking to hear from someone?"

She pursed her lips, a little of her annoyance at the spoiled evening seeping through. "No," she said crisply. Her lips were stained the same shade of cranberry she sometimes wore, and he couldn't take his eyes off them.

He watched her shut down, content to move into the comforting minutiae of Marcus Welborn's activities, but Red wasn't letting her off so easily.

"What did I interrupt tonight Lizzie?"

Liz sighed, leaning back into the couch. His eyes settled on the hollow of her throat, the ivory flute of her neck as she put her head back and closed her eyes. He imagined how she might taste there; while not overpowering, the delicate perfume she usually wore was headier tonight, the notes of jasmine and vanilla evident from where he sat.

She stood, suddenly exasperated by his questions, by the truth behind the answers. Her heels clicked on the uncovered floor of the drab room, and she folded her arms across her chest.

"You really don't know, do you?"

She watched him stand, and the realization of his ignorance empowered her somewhat. She looked into his questioning eyes, hers steely and a bit spiteful.

"It's Valentine's Day, Red. Or didn't you know."

He pursed his lips, answering her question without a word.

She smiled coolly. "I had a date with my husband. That's what people do when they have someone," she said acidly. "They go out. They have dinner. They dance." She was walking slowly toward him, her head thrown back and her hair falling over one shoulder. "They don't hole up in a concrete flat like a miserable lonely bastard."

The last three words were delivered staccato, a heel click between each word until she stood in front of him. His face was a smooth mask, but she could tell her words had hit home somewhat, had nicked the usually infallible armor.

He took a step toward her, his hand flexing at his side. He lowered his eyes to her mouth. "If that's true," he said calmly, "then why are you here, my dear? Why aren't you out with your husband. Hmm?" His eyes flicked to hers, and he gave a small smile.

She glared at him, refusing to back down. "You called me, Red. Like you always do."

The flexing hand went up then, encircling her elbow with the lightest of touches. She was mad enough to strike him, he could sense it. But she wouldn't, not yet.

"Did your husband appreciate how beautiful you look tonight Lizzie? Before you had to leave?" His voice was smooth, dangerous, and with the little lift in his words his thumb slipped inside the crook of her elbow, resting against the sensitive skin there. He noted the change in her breathing and it pleased him.

The anger melted from her face under his gentle touch before quickly slipping back into place. She did not pull away from him, though. For all her want of escape, she seemed incapable of moving. She closed her eyes.

"Were you going to lie to me Lizzie? Let me think you had to leave the loving attention of your husband to come to the beck and call of this old bastard?"

"I never said you were old," she said flatly.

He looked at her tenderly but with an undercurrent of authority. "Maybe not."

His voice was warm, but there was a darkness there. He studied her face, mild embarrassment coloring her cheeks. He moved her hair over one shoulder, disturbing the jasmine and vanilla that he could almost taste. He looked into her eyes.

"You were stood up."

Although he had anticipated it, when her right hand connected soundly with the side of his face, it still took him by surprised. He looked back at her, instinctively touching his cheek now numb and tingling from the contact. For a moment his eyes glinted with humor, then turned dark and predatory.

"You don't touch me like that," she said, and she twisted deftly away from him. Liz made her way to the door and was reaching for her coat when he caught her arm.

He spun her around handily, his other arm snaking around her back. "Why not," he said into her ear. He ran a light finger over the satin ribbon at her waist. "This may not be for me, but I'm the only one around to appreciate it."

This time he handily blocked her intended blow, and she grunted as he caught both her wrists and pinned them between them. He pressed his weight against her, pushing her into the door so she couldn't knee him in the groin. Her leverage gone, she was pinned.

Liz breathed heavily as the shock of the cold steel door dug into her bare shoulders. She struggled against him, but the hold he had on her only tightened and she grunted with the effort. She pinned him with her eyes.

"So what are you going to do Red? Now that you have me defenseless." Her voice was low, measured, and the picture of control. "I guess you're pretty pleased with yourself."

Red's dark laughter ruffled her hair, causing a thrill of fear to work its way up her spine before she tamped it down. She suddenly realized that Dembe was gone.

He smiled at her appreciatively. "You haven't been defenseless a day in your life, my dear. Not even when you appeared so." His mouth was achingly close to hers, and he looked down at her mouth. "Not one day."

She licked her lips, and he felt her relax a little under his grip. She exhaled, tested the tension of his hold on her, and finding it still firm, cried out in frustration.

"Do you want to know where your husband is tonight Lizzie?"

She was staring into his eyes, her chest heaving against their conjoined hands. The scent of him, that usual masculine sandalwood and patchouli mix of musk and exotic flora that was purely him was suddenly overwhelming. She couldn't breathe without it invading her senses, making it more and more difficult to think.

"PTO meeting," she said quietly.

He laughed heartily at that, a foreboding sound that settled deep in her stomach. She swallowed, seeing the coldness in his eyes.

"Not hardly," he said, the mirthless smile fading on his lips. "Your husband is across town organizing the kidnapping of a Fortune 500 CEO." His eyes flicked down to the swell of her cleavage, the tense muscles in her neck, then up to her face. "He won't be making it to dinner."

She felt her eyes sting, and she squeezed them shut. "You're lying," she said under her breath. A tear escaped her lashes and tracked down her smooth cheek unchecked. Red watched its path as it stopped on the slope of her jaw, quivering against gravity.

He moved her hands to either side of her head, pressing into her and diminishing the space between them. He leaned forward, her eyes still closed, and wicked away the tear with the corner of his mouth.

"I wasn't lying about Gina and I'm not lying now. You can trust me, Lizzie," he said into her ear. "But I'm the only one."

She sighed against him, against the feel of his body against hers, and tried to deny his words. She could trust Red with her life, she knew this. Then why did she find it so difficult to trust him about Tom?

Because it would mean that she had been wrong about the most important decision she's ever made.

She opened her eyes slowly, and he was inches from her face. He was tight against her, his warmth was her warmth, and there wasn't an inch of her body that didn't sing for want of him. It would be so easy, she realized, almost accidental, if she just leaned forward...

"He loves me," she said suddenly. She was steadily losing the war with her body, so she resorted to words to mount her offense, however unconvincing and desperate they might sound.

Red studied her then, his expression unreadable. He shifted his body against hers, and she struggled to regulate her breathing.

He dipped his face into her neck, speaking into the spot where she'd dabbed that lovely fragrance only hours before. "If that were true, then why aren't you at home in his arms?" He pressed into her further as if illustrating his statement, and she grunted under the weight of him. "Why isn't he holding the woman he's privileged to call 'wife'?"

His voice hummed against her skin, and she trembled lightly in his grasp.

"You're hurting me," she managed.

His lips brushed her ear, feather soft, eliciting a sharp intake of breath from her. "Is that what this is," he said smoothly. "There's such a fine line between pleasure and pain. I could've sworn it was the former."

He heard her exhale; it was a labored little breath with a hitch at the end, and it made him want her more than ever.

"I would never hurt you Lizzie," he murmured against her skin. "You're my future. My last chance."

He released her arms and they floated to his shoulders. Her eyes sought his, seeking answers, clarification.

He slipped a hand behind her back, drawing her away from the cold door, and his other one went up around her shoulders. She lowered her head, unable to look at him.

"I don't need a paper heart to tell you how I feel," he said quietly. "I love you Lizzie. And I want you to know it past this moment, past this meaningless holiday." He guided her face up to his. "Every time you look at me I want you to know it."

He smiled at her, and when she finally lifted her eyes up to his, they were filled with tears.

"Why do you think I had you brought here," he said quietly. "Tom wasn't coming; I knew that. I didn't want you to be alone." He moved a hand to her cheek, cooling the blush there with a sweep of his thumb. He looked at her tenderly. "Tonight of all nights."

She realized then how foolish she'd been. He'd known all along, known everything, and she'd done nothing but fight him. She looked up and saw him for the first time.

"Red-"

His mouth hovered near hers; he could feel her breath on his lips. He pressed a hand into the small of her back, drawing her closer. He watched her eyes as his lips found hers.

It wasn't a kiss; it was a tenuous fusion. Breathe and it is disrupted, the spell broken. Open your eyes and the goddess disappears and you realize you were only dreaming.

He moved his hand up to her hair, that fragrant curtain of silk she had struck him for touching. It smelled like strawberries, and he ran his fingers reverently over the little clip before burying his fingers there.

Her scalp was warm against his fingers and he sighed into her mouth, his upper body relaxing into her chest as he lost himself in the feel of her against him.

It was Liz that moved first, her hands going up to his face, her fingers along his neck, resting under the line of his jaw. She moved her mouth gently against his once, her eyes closed, and then again, as if testing his response.

She did not have to wait long. He kissed her passionately, drunk on the feel of her lips against his. He ran his tongue over her teeth, a silent entreaty, and when she tightened her arms around him he delved further into the heat of her mouth.

Kissing Elizabeth Keen was something he should've prepared for.

The strength, the general onslaught of emotional and physical response was something he never anticipated. He had touched her, casual touches. He was always touching her; he couldn't keep from it. The power of this, though, the potency of the contact and the little sounds she was making threatened the superior control he had always took such pride in.

He took her in once more, thoroughly and deeply, and her fingers found the inside of his collar, giving it a little tug. Her head went back against the pressure of his mouth and she moaned, a low and beautiful sound, and he took her bottom lip between his teeth.

She cried out in surprise, and he gave that succulent lip one last tug before releasing it.

He looked into her eyes. Hers were dark, and she was worrying a spot on her berry-stained mouth, soothing the little hurt he'd caused. He ran his thumb over it and gave her a soft smile.

"Happy Valentine's Day, Lizzie."

-0-0-0-

This wants so badly to be more than one chapter, but I'm fighting it. Let me know whether it's finished or not, and what you thought in general. Your comments keep me motivated...it would be so easy for me to follow the siren call of RL. (Comments sort of make my day, too :)).

And if you caught the two X-Files references, I love you.