Felicity unlocked the door to the side entrance to the foundry quietly as she knew Oliver would be in there. Well, he told her he would be in there and told her to have the night off but there was still computer updates that needed to be done…and of course the matter of what she told him earlier about his mother. Moria's voice rang clear in her head, "He's going to hate you forever for destroying his world."

At the time she remained stoic as she knew Oliver has been through a lot, more than his mother even knew and that he would appreciate that she didn't lie to him but at the same time she feared that he would do as his mother said and hate her.

Walking into the foundry, she expected to hear Oliver's typical grunts and possibly slams of the salmon ladder or slaps of the punching bag. But all she heard was heavy breathing and as she walked in she saw both Oliver and Sara topless and her breath caught in her throat.

"Oh." She said as she stood frozen staring at the scene in front of her. The two looked at Felicity in mixture of shock and shame.

"Felicity." Oliver said her name in a taken back tone.

"I was just," Felicity looked at the floor and tucked some loose hair that had fallen out of her pony tail as she coughed awkwardly, " Ahem-I was just coming to talk to you about your mother but clearly you have other business to attend to so…I'm just going to go." As she spoke she was backing up slowly away from the couple and with a heavy heart as she turned away to try to scurry back to her car that was parked down the block.

"Felicity." Oliver growled her name which froze her in her tracks.

"Let's just pretend nothing ever happened, okay Oliver?" Felicity said as some hurt seeped through her voice. "If what happens in Russia, stayed in Russia; of course what happens in the Lair, stays in the Liar."

"Felicity." He said softly walking up behind her.

She spun around on her heel, "I'm fine. We can talk later, not about this of course, about your mother. Wait, where did Sara go?" She said as she couldn't find the other woman anywhere.

"She left a while ago so we could talk."

"B-but we don't need to talk, you can just get back to doing whatever or like whoever. I mean it's not like you both shouldn't get together. You both have a history, although I mean hooking up with your ex-girlfriend's sister who she thought was dead and if she finds out again, with the state Laurel is in I don't think that would go so very well." Felicity rambled on.

Oliver stared at her, smiling softly. "Sara's gone now, why don't we talk about what you want to?"

"Are you sure? Because I could leave and you could do whatever with her and we could have this conversation at any other time because I'm sure you want Sara here more than me."

Oliver pursed his lips, "That's not true."

"Really?" She raised her eyebrow as she looked up and down his sweaty body and *ahem* tight pants.

"Yes."

"Okay then," She stretched out as she walked to her chair. As long as she was here and not leaving she might as well update her computers while talking….or to put off talking, more like.

She could feel Oliver's stare at her as she focused on her computers. Then she said in an offhand tone, "I thought 'because of the way you lived, you couldn't be with someone you truly care about?'"

"That's still true."

There was another silence before Felicity said, "And Sara? Do you not care about her? Because it seemed like you really did when I came in here."

"She's different." He said.

She spun around in her chair and tilted her head, "Different?"

"She can take care of herself." Oliver gave a little shrug.

Felicity's eyes narrowed and she spoke with an underlying tone of jealously, "You mean that she knows how to fight, and that she knows who you are now OH and bonus round-she knew you before the island too. That's why she's different? That's why you can be with her?" She stopped herself from saying the next question that was on the tip of her tongue. And not with me?

"I care about her but," Oliver paused, "We wouldn't work well together. We have too much history between us and…what we were doing was just a hookup."

Felicity scoffed, "When aren't what you're doing a hookup?" She turned back to her computer and mumbled a bit under her breath. But with Oliver's heightened senses he could hear a bit of what she was saying.

Then he spun her chair around and she let out a startled yelp, "Felicity." He said while staring into her eyes and cupped her cheek with his hand. "I don't want to endanger you."

He said what they've been dancing around for months. He said out loud the conversation that was never put into words and Felicity just pushed his hand off her cheek and stood up.

"Endanger me?" She used her loud voice as she poked his chest, "Listen up Mister, because I'm in danger whether or not we're in danger. Just working with you puts me in danger. Does that mean that I'll stop? No. You know why? Because I believe in you, what we're doing, how we're saving our city. So I'll just learn more self-defense and how to use a gun, but if you think you're ever going to get rid of me just because I'm in danger you have a whole other thing coming to you." She threw her hands in the air, "if there's another reason why this, "She motioned between them, "can't happen-that isn't because I'll be in danger, please tell me it's more logical than that. Oliver, we've been doing this for months!"

"Felicity." Oliver said in a defeated done.

She shook her finger at him, "Don't you 'Felicity' me, Oliver. You started this conversation, and now we're going to talk about it rather than going around and around and around again and again and again. You know-"

Oliver pulled her closer to him by the waist and then kissed her to probably shut her up. Felicity's breath was caught in her throat again but this time it was a better feeling. Oliver pulled her in closer as he felt her kissing back, and roughly kissed her. She wrapped her arms around him and ran his fingers through his hair.

After a while they pulled apart and put their foreheads and Felicity looked over her glasses to look into his eyes as she tried to regain her breath.

"So…" she said softly.

"So?" he questioned.

"What does this mean?"

"Whatever you want it to mean." He said which made her chuckle.

"I want to be with you, but you're the one that has made it difficult so it's your choice-not mine."

He let out a long sigh as he pulled her into a hug and leaned his head against hers that she tucked in his neck. In the silence, many unsaid things were said. How he still didn't think it was right for him to be with her. How she argued against him. How they both felt about each other. How they knew it wasn't a good time to get together.

"Okay," Felicity said softly as she pulled away. She grabbed her stuff and headed out the door. Before she left, with her back still facing him, she said, "You figure things out. But Oliver, I can't wait forever. "

Then she headed out the door and left Oliver staring at the door before sighing and went back to abusing his punching bag with a lot on his mind.

Before anyone else came he was thinking about his Mother's lies, and how he should handle everything and how much it hurt to disassociate himself from his mother, but now his thoughts were pulled in the two directions; what to do about his mother…and what to do about Felicity.

A/N I hope you enjoyed this story, it was just a one shot that I thought up of yesterday as I was fuming about the last scene of last night's episode. Seriously they still kissed after I was yelling at them not to. And so I thought, "You want to hook up with Sara? Okay, but how would you feel if Felicity walked in?" And thus this was created :) Reviews are appreciated but I'm not going to beg you for them :)