It had been a typical evening for the Arrow - scare a few druggies into dumping their stashes, and deliver the dealer to the SCPD, neatly trussed up and deposited in the alley behind the police station. Digg had trailed him in case he needed back up, but no one really put up much of a fight, and with Felicity keeping a watchful eye out for the cops, the mission had gone exactly to plan.

Oliver watched from a roof as the police responded to an anonymous tip and found the drug dealing scumbag, then flicked on his comm.

"We're done for the night. Go ahead and go home. I'm heading back to the foundry now."

Digg's voice crackled across the comms.

"Sounds good, man. I'll see you in the morning."

A grin crossed Oliver's face at how grateful Digg sounded for the early night. Lyla was fast approaching her due date, and Oliver knew how much his partner hated leaving her alone for long these days. Lately, though, getting Felicity to go home was another story altogether, and as he turned and started to make his way from rooftop to alleyway, he wasn't surprised to hear her decline.

"I'll wait. You need someone to watch your back, Oliver. And besides, I want to start a few more searches for Malcolm Merlyn. Oh... be careful around 16th Street. The cops are out in force there tonight - some sort of underground rave going on."

Oliver grunted an acknowledgment, and altered his course to avoid the area. As he jogged down a dark alleyway, the thunderclouds that had been looming for the past several hours finally opened up, and by the time he made it back to the foundry, he was drenched.

Felicity looked up briefly as he came down the stairs, then shifted her focus back to her computers. It didn't look like she was planning on heading home any time soon, so after he shucked off his dripping wet leather and donned a comfy pair of sweats and a worn t-shirt, he made his way to the grindstone to work on some arrows. He wasn't sure what was going on with her, and she hadn't seemed to want to talk about it, but the least he could do was keep her company. It wasn't like he ever really slept much anyway.

They both worked in silence for a while, the stillness only broken by the whir of the grindstone and the clicking of the keyboard, and then, as the storm grew stronger, the crash of thunder occasionally echoing through the lair. Eventually, Oliver realized the sound of computer keys had stopped, and he glanced over to see Felicity leaning back in her chair, staring off into space. She seemed to sense his gaze, since she started talking, even though she didn't look towards him.

"I've always liked thunderstorms, you know. Something about the power contained in them, I think. It's too bad we're underground, though... Can't see the lightning down here."

A particularly loud boom of thunder reverberated through the lair, and she grinned.

"Sure can hear the thunder, though."

Oliver couldn't help grinning back at her - she really did seem to be enjoying the simple pleasure of listening to the storm rage outside. He filed that knowledge carefully away, and was about to respond when there was a sudden CRACK-BOOM from almost directly above them. The lights cut out instantly, and the lair was plunged into complete darkness.

Without the hum of electronics and the buzz of the lights, the room was suddenly eerily silent, causing Oliver's voice to ring out louder than he had anticipated.

"Must have hit the transformer on the foundry. Stay where you are, and I'll see if I can find a flashlight."

He started moving slowly across the room, and was halfway across the gap between the workbench and the utility table when he realized Felicity hadn't said anything since the lights went out. And if he'd learned one thing over the past couple years, it was that if Felicity Smoak was quiet, something was wrong.

As he focused his hearing, the sound of her breathing became clear in the silence. Rushed, panicked, the quick breaths of someone fighting down fear.

Quickly, he called her name.

"Felicity. Are you alright?"

"Y-yeah... I... I'm f-fine..."

Her muffled response was unconvincing.

Tuning out the continuing noise of the thunder outside, he concentrated on her breathing, and made his way across the floor to her. His shin collided once with something hard, but he didn't slow his stride. It took him a few seconds to find her chair, but then his groping hands grasped the back of it, and he turned her to face him.

He reached a hand out tentatively, slowly, until it rested on her shoulder. The tension in her muscles was evident, as was the shudder that passed through her at his touch.

"Felicity. What's wrong?"

From the way her body shifted, he could tell she was trying to turn away from him, to hide whatever it was that she was dealing with.

"Please talk to me."

His hand shifted up to cup her face, and he found himself stroking her temple, in an attempt to calm whatever fears she was facing. After a moment, she let out a shuddering breath.

"I don't like the dark."

Her voice was barely audible, but she drew a deep breath, and he stayed silent and let her continue.

"Ever since the night of the Undertaking... the power went off that night, while I was down here. I thought I was going to be buried alive in the darkness... alone."

Oliver had to force himself to remain calm as he heard the fear in her voice - the anger welling up in him at Malcolm Merlyn was not going to be helpful right now. Instead, he focused on Felicity, on keeping his hand moving soothingly through her hair.

"I didn't sleep well for a long time after that."

Those words drove a pang of guilt through him - he'd had no idea. But she wasn't done.

"But eventually it got better. Until the Count, and Tockman, and Slade..."

She let out a pitiful little laugh.

"I guess too many near death experiences will do that..."

He sensed how desperately she was trying to pretend to be okay, but she was shivering violently again, and he heard her begin to hyperventilate.

Now he wasn't sure what to do - talking had only made the fear more real, and he felt her slipping back into dark memories that had become nightmares. Even his hand cupping her face wasn't enough to reassure her, and he could tell she was on the verge of a breakdown.

Finally, he did the only thing he could think of - he leaned over and kissed her, softly, slowly, gently.

And it worked.

He felt her breathing steady, and her shuddering recede, and then she was kissing him back, her lips moving against his, her tongue darting out to flick across his lips, and then twining with his tongue. Eventually, she pulled back, and he could feel her relax, letting her head rest on his hand. She chuckled softly.

"That was... nice."

Trailing his thumb down her jawline, he smiled.

"Agreed."

He felt her lips quirk upward as well, and she turned her head to brush her lips quickly across his palm.

"Thank you for... well, that."

She straightened then, pulling away from him, and he felt her chair start to swivel.

"Didn't you say something about a flashlight earlier? Because that would be nice too..."

A small sigh escaped him at the knowledge that the moment was over, but he knew that neither of them was really ready to face what that kiss might mean for them - not yet. They wouldn't forget, though, and he knew something had shifted again in their relationship, another step towards the inevitable. And someday soon, he would find the words to tell her just how much she meant to him, and he'd kiss her again.

He was looking forward to it.