AN: I know there are plenty fics out there like this, but I thought I'd give it a try.

Beta'd by my sis I guess.

The sound of the gate activating tore Elizabeth from her laptop and had her rushing to the control consoles. She looked hopefully at Chuck.

"Receiving Dr. McKay's IDC Ma'am."

"Lower the shield." Elizabeth commanded. She relaxed somewhat, but was still anxious. As long as he – no, they – weren't hurt, she'd be all right. She hurried down the stairs to meet her leading team as they stepped through the gate.

Ronon and Teyla came first, followed by Rodney. Last was Colonel Sheppard. She breathed a sigh of relief as it sunk in that they were all perfectly ok. Just late, as usual. John always had bad timing.

"Colonel?" Elizabeth asked. "What happened out there?"

"Just a few wraith. But we took care of them, didn't we guys?" He and Ronon both smiled smugly while Teyla merely rolled her eyes. For his part, Rodney just looked freaked.

Rodney looked like he was about to go on a rant, but John interrupted him. "We didn't worry you now, did we?" He asked Elizabeth, with some humor in his voice.

Oh she was so going to kill him. But she wasn't going to let him know he was right. All she said was, "I'm glad you're all ok."

John looked at her and was surprised at the depth of caring showing in her eyes.

"Head on down to the infirmary. We'll de-brief in an hour."

John hesitated for a moment, then left with one last glance over his shoulder, catching Elizabeth staring at him.

Later that night, Elizabeth sat in her quarters. She was frustrated. How come every time his team got in trouble, she worried most about John? Well she knew the answer, and it only made her more furious at herself.

Of all the people to have fallen for, she had to go for the suicidal flyboy. One day he would be gone from her life forever. She wondered how she'd take that. And she wanted to tell John how she felt before that. But they couldn't be together.

A knock on the door startled her from her thoughts. "Come in," she called. The door opened and John stepped inside.

"Hey," he said moving closer.

"Hey." Elizabeth replied, silently cursing his timing. Which wasn't just bad, it was terrible. Setting aside what she had been writing onto the stand next to her bed, she moved to the edge and faced John.

"What can I do for you John?"

He cleared his throat. "Uh, I just wanted to see if you were ok. You seemed a little off at the meeting this afternoon."

Elizabeth smiled. Damn him for being so sweet. "I'm fine."

"Really?"

"Really." Apparently though, he didn't buy it. His green eyes narrowed suspiciously and grew softer.

"Look Elizabeth," he started, "I really care about you. I want you to be ok. Tell me what's wrong."

He really cared about her? Well, they were close. They were friends, and he cared about everyone on Atlantis. But something in his voice made Elizabeth want to spill everything. She sighed and looked away, gathering her thoughts.

John came over and sat next to her. Biting her lip with nervousness, Elizabeth made her decision.

"Every time your team goes off world, it's you I'm stuck worrying about. More so than the others I mean. I'm petrified that one time you'll come through dead. That one day you'll leave me. "

Elizabeth looked at John, but he was just staring at her, his face unreadable. She took a deep breath and continued.

"And it's more than just that. You can make me smile, you can make me laugh. We've gotten pretty close since we've been here. And you're a very good friend of mine. But I… I care about you a whole lot more than that."

John's face was still unreadable. "But?" he asked.

She blew her breath out and finished. "But, even if you felt the same way about me, we couldn't be together. And it tears me apart inside."

There was silence for a few moments. It looked like he was still processing all that she'd told him.

"John, say something." Elizabeth's voice wavered slightly.

His eyes locked with hers, and this time it was Elizabeth who was shocked at the amount of emotion that was being expressed.

"Why can't we be together?" he asked softly.

Her eyes widened. She certainly hadn't been expecting that. She stood up and shook her head sadly. "It… It would split my focus. I…" At a loss for words, Elizabeth instead grabbed her paper and handed them to him.

He was confused at first, but then began to read what she had written, and found a list of why a 'them' wouldn't work.

It would split my focus.

He's my second in command.

The IOA wouldn't allow it.

He'll leave me, either for some girl or because he's dead.

I'll lose respect with the personnel.

John finished reading and silently grabbed the pen. A minute later Elizabeth held a list in her hands. Her eyes widened even more. He had crossed out her list and what was left were reasons why they should be together.

You're the strongest woman I've ever met; you will lead Atlantis just fine.

We are already cared for each other in our positions, so it won't be a problem that I'm you 2IC.

The IOA will suck it up, you're not military.

I will never leave you.

To see Rodney's face when we tell him.

Because I love you.

"Six beats five." John stated. Elizabeth let the paper flutter to the floor. She realized John was now standing close in front of her.

"I guess it does." She said. Before John had a chance, she took his head in her hands and pulled him in for a kiss.

They broke apart, somewhat breathlessly.

"So when do we get to tell Rodney?" he asked and smiled widely when she laughed.

"Soon enough." And she kissed him again.