a/n: Fixed a couple of typos and an S1 canon oops, but no major changes to this chapter.

Ben stood confidently, legs spread, briefcase in both hands, in the courthouse after Chernof's case settled, watching Kate. His favorite hobby.

Naturally, Justin had to walk up just then. Ben leaned against the wall and pretended not to watch the two of them. He'd looked up their divorce case: it had very little information, really, except they'd been together since she was a college freshman and he was a junior, got married six weeks after they met, and six years later - almost to the day - Justin had filed for divorce citing irreconcilable differences. So they'd been together almost ten years in total before the divorce was final, though they were not living together all that time.

It had taken six months from the time they could have signed the decree for that to happen, and he suspected that was Katie's stalling. Ben had noticed that she'd signed the paperwork, as she'd said that night in the bar, within a couple of weeks after they first met, but he knew it had nothing to do with meeting him and everything to do with her finally starting to move on.

Ben tried to imagine what his life would be like if he'd taken a similar path: he'd met Beth in his sophomore year, neither of them being able to afford anything other than a state school. She'd helped him work past the worst of his dyslexia by reading important documents aloud, which was frankly the reason he'd stuck with her long after he had decided he'd had to end it.

After their 1L year, Alessandra had commented that, while Beth had good command of the law, she didn't have the drive to succeed in her career because she couldn't manage anything other than small strategy. For weeks after, Ben had watched Beth's interactions, and it was true. He also got Alessandra's implied point: Beth would never be successful, and Ben wanted success more than he wanted Beth. Katie, however, had he kind of drive Beth didn't. Katie cared about results far more than she cared about money, and that made up for her relative inability to manage big-picture strategy.

He took a job with Alessandra's employer between law school terms as a clerk, mostly filing, so he could afford help in getting through his coursework. He'd made it through his second and third years of law school with flying colors and a small amount of extra cash from the work. Better, he now had connections, all because he'd been motivated by stepping away from Beth.

Ben looked up at just the wrong time.

"Hey, uhh, just for the record, if you wanted to be used, or-" Justin said to Kate, which jerked Ben out of his thoughts. Justin was staring right at him, essentially suggesting to Kate that she date Ben, "not used, but, look, what I'm saying is- If you wanted to be used-" Ben resisted the urge to laugh; enough people had laughed over his awkward moments that he learned not to laugh at other people's. One thing was sure, though, Justin didn't think Ben was capable of serious relationships. Unfortunately, it seemed Kate felt the same way.

Yet, there was something else. Justin's line to Kate from earlier in the case still echoed through Ben's head, "You cannot mediate this because you have already chosen a side." It seemed to have multiple meanings to it, which is why Ben allowed a smile, then wiped it off his face. He wanted to be the chosen side, he just wasn't seeing that kind of progress with Kate, at least not yet. Apparently Justin was, though.

"Ben Grogan?" Kate said in surprise. Pity he couldn't hear all of the context. "Nooooooo." Kate protested. Ben resisted smiling. The lady doth protest too much, methinks. She'd thought about dating him, but was resisting the idea. Only a matter of time, Ben.

Her inattentional blindness demonstration had really affected him, especially toward the end when she'd put her hand on his stomach and traced her fingers downward, running them along his belt line, then telling him they could have an even bigger payday. "Isn't that what you love?"

His lips quivered, and he'd answered, "Mostly." It had been difficult to say not only because he was so distracted, but because it was a lie. In that moment, he'd have done absolutely anything she asked. Worse, she knew it.

Ben's attention snapped back to the present, sneaking a look at Justin and Kate as Justin started gesturing.

Then Justin told started stammering, which led to quite an awkward exchange between the two of them that ended with Kate saying, "You're weird."

She seemed to miss the conversation's subtext, though, which was that Justin was letting her know that he himself was beginning to date. She didn't want to hear that, which was curious.

After Justin left, Kate crossed the room to where Ben was standing.

"I'm going to celebrate the Chernof case victory. How about you?"

"Where are you going?"

He told her about the restaurant and bar he thought might be comfortable for her, one he thought wouldn't be threatening for her to go to with him.

"I'm not up for dinner, but I'll have a drink or two."

He smiled. It was a start. He'd take it.

He drove her to the restaurant, and her face fell a bit when she saw the building.

"Are you seriously taking me to a hotel, Ben?"

"I'm taking you to a bar and restaurant. It happens to be in a hotel. It's not the pickup joint I first saw you in where you were so uncomfortable, and it's got nice candles and mirrors. Just ignore the rest of the building." Why had Justin picked that bar, anyway? The more Ben knew about Justin, the weirder it seemed. It clearly hadn't been Katie's choice.

"If you say so."

"I thought you'd like the decor."

As they walked into the restaurant, Kate's arm in the crook of Ben's, she admitted to herself that he'd made a good choice.

They made small talk for a while, but she wasn't her usual self. Time for him to push a bit. "To partners."

"Uhh. Whatever."

"Look at you, agreeing to have a drink with me." Several tequila shots and counting, actually. He'd definitely have to see her home at this point, so he made sure to sip his Arrogant Bastard Ale more slowly so he could drive. Otherwise, he wasn't sure what would happen to her; she didn't strike him as a heavy drinker.

"Oh, slow down there, cowboy. You know what? I just needed a bar and somebody with a car to drive me there." She'd apparently forgotten that he'd mentioned the place first, but that was Kate for you.

"What is the matter? You're the queen of win-win. This is win-win-win." He knew what the matter was, but she wouldn't fess up. Alcohol wasn't going to help, either.

Then Justin and his date walk in, and Kate overreacts, manhandling Ben and telling him not to look at Justin's date, and Ben realizes she did understand the earlier conversation after all, she just hadn't been willing to talk to him about it. He didn't even know who she would talk to about these things; he knew she had friends outside work, but she apparently rarely saw them.

"Do you want to get out of here?" Ben asked, every moment of her discomfort painful to watch.

"No. No. Nono. I'm fine. I'm good." She downed her drink, then gestured at him. "Let's get out of here. I'm good. Can we go?"

She was very, very far from good. Ben sighed. "Yeah," he said, just above a whisper. He could understand how she felt, though he'd never been married. Relationships never truly seemed quite over for him until he heard about - or saw - the women in his life dating someone else. He'd gotten used to it and callous about it, but Justin seemed to have been the only significant relationship in Kate's life. She wasn't used to it and was taking it a lot harder.

"Mmhmm. Good. Let's go." She grabbed his wrist and led him out of the restaurant.

"Where to?" he asked when they were enroute to his car.

"Lauren's," she said.

"You sure?"

"I'm fine," she insisted again, turning away and staring out the window.

"I'm sorry about what I said earlier, about it being win-win-win. I didn't know." The last wasn't entirely true, but he really didn't know how she'd react. Good thing he hadn't asked her out yet; she needed some more time.

"You couldn't have." She looked out the window. "Losing sucks, and I never lose." She looked back at him.

"We all lose sometimes. We just hope it's not about anything important."

"Marriage is important."

"Not to him though, given that he cheated on you."

"You're one to talk, cheating on your ex-fiancée."

"The relationship was over for me after she cheated. I was just being a vindictive jackass. I still don't get why Justin would cheat on you."

"What do you mean?"

"I can't imagine any man with any sense cheating on you, that's what I mean."

She smiled, the first smile he'd seen from her since her conversation with Justin. "He said it was when we were fighting."

"Lots of couples fight and never cheat. You know, I've been through this a few times, being dumped and seeing my ex with someone new."

"Someone better looking?"

"She wasn't better looking, just for the record - just different. Like you, I was always convinced they were better looking too. Or richer. Or something. It was hell." Justin's date did seem like more like Justin's type, though. A good DA's wife, which Kate definitely was not.

Kate looked down, but didn't say anything. Ben pulled up into Lauren's driveway.

"So. What basically happens is you love and you lose and then the person you lost finds someone else and wins. So, love is basically an eternal return to hell. For losers." Like me.

Kate got out of the car and Ben walked her to the door. she said, "You know," she touched her index finger to his chest, "you wondered what would have happened if we'd have gone home together."

"Yeah," he said sheepishly. More than wondered.
"Was it everything you hoped for?"

"Yeah, It's exactly how I imagined it. You're miserable and I have to pee."

Kate stumbled as she reached the door. She laughed and slapped the door several times.

"You okay there, sailor?"

"Oh yeah." She opened the door. Ben turned to leave. "You want to come inside?" Ben stared at her for a minute, wondering what was going through her head. "To pee."

"Yes. Please."

After he returned from the bathroom, Kate stood looking out the window. She turned to him and asked, "Can I ask you a favor?" She turned away from the window, looking away from Ben.

"Sure. Winning and money has put me in a very good mood." He buttoned his suit jacket.

"You know, you and I are very different people, but you are exactly what I need right now." She turned to face him.

Ben didn't say anything, wondering how to react. He shifted on his feet, tilted his head, but said nothing. He definitely wanted to spend the night with her, just not like this. He put his hands in his pockets.

She moved toward him slowly. "Someone who's not going to mind if I use them. That's your gift, right? Not caring? And. . . empty? The Russian doll." She opened his jacket. "Stay."

If he stayed, Ben knew he'd never have her respect. What she thought of him was, well insulting. he moved backward, looked down, and smiled. "I think I'll pass." He looked up at her. "It's late."

Kate pressed her hands together as if in prayer.

Ben started down the stairs, then stopped and turned back toward Kate. Her back remained toward him. "No, you know what? You and I may have different methods, but we both know how to get what we want. You can call that being passionate, or you can call it being a dogged jackass, but you can't call it empty." Kate turned to face him, arms crossed. "I'm not empty. I'll see you tomorrow, Kate. Good night."

#

Kate moved closer to the window and watched Ben's Aston Martin drive away.

She had totally screwed up. Totally, totally screwed up. If she'd just shut up and not been mean, he might have stayed. If she'd asked him to hold her instead of propositioning him, he probably would have.

She couldn't even look him in the eye until after the proposition hung in the air.

Damn it, why did she have to go and ruin everything?

Kate tried to imagine what it'd be like, Ben sitting on the couch in the darkened living room, Kate curled up in his arms, legs stretched out. Ben's jacket and tie off, adorable perpetually touseled hair within reach, sleeves rolled up, shirt unbuttoned maybe a little too far, his sandalwood-and-lime scent eveloping her along with his arms, his kissable lips temptingly close.

She got undressed, pulled extra down pillows onto the bed, and slid under the covers. She hugged the fluffy pillows like they were Ben, then cried herself to sleep.

#

All the way home, he kept replaying Kate's attempted seduction in his mind. It's not that he was opposed to meaningless revenge sex in principle - he'd been the third party a few times, possibly more he didn't know about - but he didn't want to have any kind of meaningless sex with Kate, not even on the first night he'd met her.

Then there was the issue of alcohol. Though he'd picked up women in bars more times than he'd cared to count, he'd never slept with anyone he knew was drunk, not unless they'd slept together before - and he'd stopped doing even that after Lydia. Consent was a slippery enough slope as it was, and it was simply a better policy to have sex only with sober people who'd explicitly said yes immediately before sex started. It wasn't worth the heartache, not to mention legal troubles, to get that part wrong.

There simply was no way Kate was anywhere near sober. Had her offer been about friendship rather than sex - someone to talk, hold her while she cried, help her sober up - he would have stayed. Once the proposition came, though, he knew he didn't have the willpower to avoid her seduction attempt. He knew how persuasive she could be. She was able to twist him into helping her for a lost cause he didn't care about. Just imagine what would happen when Kate was herself that lost cause pleading for his help. He'd have no willpower left.

When he got home, he threw all his clothes on the bed - which he never did - and headed straight for the shower. He set the water temp to ball shrinking cold, put his hands on the shower wall and beat his head against his hands while he froze solid. Why did this kind of thing always happen to him?

Fuck what Kate said, he needed better strategy. She never needed to know that he had one. Maybe Leo would help. Also, toning down the love of cash thing would probably help her impression of him. Cash could still remain his secret love.

"Do everything and say nothing," she'd said. He'd have to figure out how to accomplish that.