Disclamier: I do not own Star Trek TNG or any of its original characters.

To my readers: Okay, so I know I said I was done for a while, but then I got a horrible cold this week and was laying in bed and my computer was there, and this one just came flying out of my head. I wrote it all in a few hours, so the story is complete, but I will post it one chapter at a time, so I reserve the right to make changes or rewrites depending on your input and feedback. But when this one is out there...I really am done. At least until the new year. I have 3 birthday parties to plan and Christmas and family. Really...after this one, I'm done. But I will post all of this one. As always, I love your reviews. They make my day. And if anyone has an idea for a better title that doesn't give the complete wrong impression for this story...I am all ears!

"Well?" Dr. Crusher asked, leaning on the conference table in the observation lounge, looking at the two officers who still sat across from her in their seats. The morning staff meeting had just ended and as soon as the counselor had left the room, Beverly had turned to talk to the rest of them.

Both Lt. Worf and Commander Riker sat in their seats looking back at her. But Will was lost in his own thoughts.

At first he and Worf's eyes had shifted back and forth from one another, but they both seemed to not want to challenge the other one, and so each of their gazes focused on the doctor across from them. Neither seemed to want to be the one to speak first.

God, this is awkward, Will thought to himself. Though, if he were honest, in the last few months, a lot of things seemed awkward between Worf and himself.

…

At first Will wrote it off as his over active imagination. He noticed the way Worf would look at Deanna, or how much time she seemed to be spending with him, but he could always give it a label. It was about work, or it was something for Alexander. She was just helping a friend. But then he began to wonder if this were not some sort of weird adventurous phase Deanna was going through. Maybe she thought it was fun to walk a bit on the wild side. He had let himself indulge slightly in the notion that she was trying to make him jealous, but eventually he had let those ideas go. He knew she didn't play games like that, and certainly not with people she worked with, people she cared about and never with a child involved. She truly loved Alexander. She wouldn't toy with him that way, ever.

And as it became more obvious just how much time they were spending together, Will had found himself having to deal with the fact that Deanna Troi seemed genuinely interested in the ship's Klingon security chief.

Worf had left the weekly poker game fairly early with Deanna and it left little doubt in anyone's mind that there was definitely something going on between the two of them. What happened to not while we're serving on the same ship? Will had almost screamed. If fact, the thought had flung so loudly from his mind that he wondered if she had not heard it. Maybe that is why Worf came back that night, to talk to Will alone. He had been stoic, even formal. Will didn't really expect anything less.

"Commander," he had asked as he came back into the senior staff lounge, where Will was stacking chips. "I was hoping I could speak to you…about a personal matter."

Will felt his stomach churn, but he knew he couldn't just ignore it. Swallowing hard, Will turned to face his friend. And when their eyes met, he could see Worf's uncertainty. They were friends. They were as good of friends as Worf let himself make, and here he was…because he wouldn't just ignore it, as much as Will maybe would have liked to. Worf had more honor than that.

"Shoot," Will tried to make his voice sound casual, but realized that he would need to choose his words more carefully when dealing with a Klingon security chief when it came to such a touchy subject. "I mean, go ahead."

"Counselor Troi…Deanna…She," Worf continued to stumble over what he was trying to say. "I would like…I think we both…" Worf let out a small growl of frustration.

Will certainly hoped Worf had directed it at himself, because as far as Will was concerned, he hadn't done anything to warrant it.

But because Worf was his friend and because he was fairly sure he didn't want to actually hear the words out loud, Will stepped in. "Worf, what Deanna does and with whom is none of my business. She is my friend. I want her to be happy. You are my friend. I want you to be happy. Other than that…I don't know what you want me to say."

Will had a lot of other things to say, but he didn't see that any of them would be constructive, or allow him to leave the room under his own power after getting into a brawl with Worf. Will wasn't stupid. He would loose in a fight. So letting all his thoughts and emotions out seemed only counter productive. It didn't stop them from swirling around in his head though.

Are you kidding? You want me to say, go be happy? What is this? What do you two possibly have in common? You are the most mismatched people on this ship! And I'm no Klingon, but I know enough about Klingon mating rituals and I have been with Deanna. I do NOT see that happening.

But in the end, only one of his thoughts found a voice as Worf turned to walk out of the room. "Don't hurt her," Will said quietly.

Worf turned back to Will, but Will looked away, anywhere but at Worf. He didn't want him to see how much this was hurting him.

"Commander, you are my friend as well, and Deanna values your opinion above anyone else's. It is not my wish to dishonor…"

But Will interrupted. "I'm fine, Worf." Will shrugged his shoulders hoping that he might even seem indifferent to the idea. "I'm fine."

That was how he and his friend had left it. They didn't attempt to discuss it again. It was too awkward. But Deanna was not about to let him off so easily. After that night at the poker game, they didn't bother to try to hide that they were dating. It was still timid, and even a bit cautious, but it was happening. Everyone on the senior staff knew it. And it was just a matter of time before it was the hottest ship's gossip.

Deanna had come to his quarters late one night a few days later.

"Come in," he called. He knew who it was. She was the only one who would drop by so late.

"Hi," she said brightly as she walked into his quarters and made herself at home on his couch, as if nothing has changed, Will thought.

"What can I do for you, Counselor?" Will asked, keeping his distance from her. He suddenly felt awkward, as if he sat too close or touched her or kissed her cheek like he normally would that he was going to meet the business end of a Klingon pain stick. The truth was, he didn't know what to do or how to behave.

Deanna only watched him. Whether she read his thoughts or simply took an educated guess on his feelings, he didn't know. "I want to talk about it," Deanna told him simply.

Will made an effort to rise from the couch, but she grabbed for his arm and tugged him back down next to her. "There's no use running, Will. It's not that big of a ship. I'll follow you. And eventually we're going to have this conversation."

Will cleared his throat and looked up at the ceiling, uncomfortably.

"Please, Will," Deanna said softly. "We've been here before."

Will looked over at her skeptically.

"Okay, not here in this exact place, but…" Will looked back at the ceiling. "Will, talk to me. Tell me what you're thinking. I can take it."

"What do you want me to say, Dea?" he said. Even as he said the words, his thoughts let loose. He hoped she couldn't pick up on them.

What am I supposed to think? You work together and now suddenly it doesn't matter. I think this is a huge mistake, that you are going to find out in a week or two that you don't value the same things and that you two don't have anything in common. And we all will have gone through this for nothing.

Deanna reached out and took his hand in her own. "Will. I know this is hard for you to understand."

"No," Will began.

Deanna reached out and put her hand over his lips to make him stop talking. "And I don't want to hurt you. But I need to do this. I know what you are thinking, what Beverly and the captain and everyone else is thinking. It's one of the great pleasures of being an empath," she added with a hint of pain in her voice.

"I don't think anyone is…" Will tired, but Deanna pressed her hand more firmly to his lips.

"I am not concerned with explaining it to any of them. But I am concerned about you."

"Why?" he asked as she eased her hand away.

"Because, you are my best friend, Will Riker. Because I love you, and I know this has left you unsettled, to say the least."

"Don't," Will said to her, attempting to rise again only to be yanked off balance unceremoniously and plopped back on the couch.

"I'm stronger than I look," Deanna said wryly.

You better be, Will thought and winced when he saw Deanna roll her eyes. She heard that.

"Don't what?" she asked patiently. "Don't tell you I love you?"

"Yes," Will answered scooting away from her hold on him. If she wouldn't let him stand up, he could at least put some distance between them. "I don't know what to do with that," he confessed. "I want you to be happy, Deanna. I have always wanted you to be happy. But this is awkward for me. He is my friend and you two are so different. I just can't picture it."

"Well that's a bit of a relief actually. I think I'd rather prefer you didn't. Picture it," she added when he looked at her with his forehead crumpled in confusion. "But none of this changes how I feel about you. I do love you, Imzadi. I always will."

"Does he know that you're here, saying this? Because I really can't picture him liking this at all," Will told her.

"WORF," Deanna accented his name to highlight the fact that Will was yet to acknowledge he was the person they were talking about, "doesn't get to decide who I talk to and when and where I choose to talk to them. Does he know how I feel about you? I think so."

Will shook his head slightly. "I don't know," he told her, then sighed. "Just…Do you love him?" he asked cautiously.

"Will, it's only been a couple of weeks. Maybe it's nothing. Maybe it's something. I don't know yet. But I know I need to find out. And if I can only have one friend in my corner when I do, I want it to be you."

…

Beverly broke the awkward silence for a second time. "Hello, gentlemen? Are we planning a birthday party for Deanna or not?"

Will looked over at Worf just in time to see him look away. Why was Beverly doing this, here of all places, making them face it like this? For eight years Will had spent every one of Deanna's birthdays with her. He had either planned her party or cooked her dinner and spent the night reminiscing, but now she was dating Worf. So who planned the party?

"Her birthday is in four days!" Beverly urged them.

And then it dawned on Will that Beverly had chosen this moment because she didn't know which one to talk to about it any more than either one of them apparently did. And they happened to be a captive audience and in the same place, which it seemed was an increasingly rare occasion in the last few months.

Will wanted to stand up and say 'I'll take care of it,' just like he always had, but he knew that was the wrong answer. He knew that it was time to let go, to be honest with himself enough to see what was right in front of him. Worf and Deanna had been dating for four months. It wasn't a fling or some weird experiment, no matter what he thought.

Will looked from Beverly to Worf and back to Beverly. It was somehow easier to say it looking at her. "You just tell me when and where and I'll be there," he said hoping he sounded confident and up beat about the whole thing. He even drummed the table casually as he stood up and headed off to the bridge.

...

It had been a lonely few months for Will. Within a few weeks of that conversation with Deanna in his quarters, she had stopped coming by. They had lunch occasionally for another week or so, but even that had stopped. They spoke while they were on duty, but Will found his free time to be like an ever-expanding black hole. He never realized how much of his free time was taken up with activities with Deanna until she was spending her free time with someone else.

It was disconcerting to him how much it affected him. He had a fleeting thought about finding someone to fill his time with, he had flirted with a few, even gone out with one, but the truth was, his heart wasn't in it, or any other part of him for that matter.

He had stopped asking the computer to locate her. More often than not he didn't like the computer's answer. One night a couple of months into the relationship between Deanna and Worf, Will had gotten some good news from an old friend, an old academy roommate. He had headed over to Deanna's quarters to share his news without even thinking.

He rang the chime, but there was no answer. He rang it again. When the doors opened, he immediately regretted coming by. Deanna was standing by the door and she smiled kindly at him. But behind her Worf sat on her couch. Something about how he was sitting made Will want to hit something. Maybe it was just that he looked as comfortable as Will had ever seen him.

Will looked away from Worf and back to Deanna's slightly blushing face.

"Hi," she finally said her voice light. "Is everything okay?"

"Yeah, no. Everything's fine." Will took a step back. "I'm sorry. You're busy."

Deanna shook her head. "No, we were just talking. Come in," Deanna gestured.

But one look back at Worf made him decline. Worf looked furious, not only that Will was there, but that he had interrupted whatever they were doing before he arrived.

"It's late," Will said to Deanna.

"Don't be silly," Deanna offered.

"It is late," Worf replied from his seat on the couch.

"Yeah, I'll just talk to you in the morning."

"Are you sure?" Deanna tried to get him to look her in the eye, but he was trying to find someplace to look that didn't involve either of them.

"Yes, really. Sorry to have interrupted. Good night," Will stepped back and let the doors close as he turned and walked away. It was the last time that he had gone by her quarters or sought her out.

She had found him the next day walking into one of the workout gyms.

"Will," she called after him as he tried to walk out. "Hi."

"Hi," Will replied feeling a bit awkward.

Deanna tilted her head to the side and smiled up at him. "Are you okay?"

Will nodded, perhaps overly enthusiastically. "Fine. Why?"

"What did you want to tell me?" she asked as she pulled her hair back and into a ponytail, away from her face. As her arms dropped back to her side, Will's eyes were drawn like a magnet to her neck and shoulder line. The bruise was just starting to show boldly against her ivory skin. And just where her shirt fell against her shoulder, he saw what looked distinctively like a bite mark.

Will felt his pulse start to race and his breath quicken. His stomach tied in a knot and he thought for a moment that he might actually be sick. He couldn't say why. Maybe he just didn't want to admit why.

Deanna saw where his gaze fell and awkwardly tugged her shirt towards her neck. "Will," she tried to draw his attention away from the physical signs of her new relationship. "Will, what did you want to tell me last night?"

"Umm," Will saw that she was growing uncomfortable, but words had completely escaped him. His mind was spinning with mental images he never wanted to see. "John Shepherd…I ahh…I got a letter last night. His wife is pregnant. He's going to be a dad."

"Wow," Deanna replied.

"I know. Kind of scary, huh," Will almost smiled.

"I think it's great."

"Yeah, I'm happy for him. You know, that's what people do. They grow up and get married," he sighed. "Have babies… that's what people do. Right?" Will looked down at her again. But as much as he tried to focus on her here, now, in front of him, his mind was wondering about that bruise, that bite…how far whatever it was had gone. If there were other marks he couldn't see. "I have to go," he said.

"You were just coming in," Deanna reminded him.

"Yeah, I…I need to go."

"Will, don't," she pleaded with him. "Can't we talk?"

"Nothing to talk about," he told her stepping away from her. "I'm fine. Are you fine? Because I'm fine. Unless you're not fine." Will stopped and looked at her seriously.

"I'm fine," she finally told him, knowing that he would walk away from her.

"Good," he nodded. "I'll see you later."

He had told himself in the beginning that they were completely incompatible. They would see it in a few more days, a week or two maybe. He would just sit back and let it take its course. And when it came crashing down, he would be there to catch her, to hold her and tell her it was going to be okay, and because he had stayed out of it so well, he would be able to pat Worf on the shoulder and say, 'No hard feelings, it's just the way it is,' and they would all go on. If Deanna could be friends with Will, she could be friends with Worf. It wasn't like their relationship would ever get as far as Will's had with Deanna.

But one week turned into two and two into three and there was no sign of trouble. They seemed to be getting closer by the day, actually, and when Will saw evidence that their physical relationship was progressing, he knew it was just a matter of time.

...

He had lost her… to maybe the last person he had ever imagined. In his more rational moments, he reminded himself that there were worse men she could have chosen than Worf. He was a good person…certainly honorable. He obviously cared for her. He may be a little controlling, but he would not be unkind. He wouldn't walk away from her and leave her dangling in no man's land like Will had all those years ago. Worf was a good man, his friend. He wanted Deanna to be happy… But in truth, maybe he meant happy enough until he got it together and they could work it out. He didn't expect her to be pining after him. He knew better than that, but he always thought, in the back of his mind…when push came to shove they would be together in the end, and now he could feel that slipping through his hands. He told himself that she wasn't his to loose and hadn't been for a long time, but as he walked onto the bridge, leaving Worf with Beverly to plan her birthday party, he knew he had lost her all the same.