Disclaimer: Unfortunately I don't own Arrow or any of the characters, they all belong to the CW & DC.

A/N: Thank you to the wonderful Adrianne for volunteering to be my beta.

So my muse wouldn't leave me alone...again...and forced me to write a follow up to Sleepless in Star City. So you can blame my muse for all the weirdness below.

Still Sleepless in Star City

Oliver couldn't sleep. He'd been tossing and turning since Felicity went downstairs to get her food from Barry. He turned on his side for the fourth time and let out a sigh.

Their king size bed felt cold and empty without her lying beside him, even though she'd been keeping him up lately with her endless babbling, which he loved no matter the time of day or night.

He could hear the faint sound of the TV in the distance, which meant she wasn't coming back up anytime soon. Oliver got out of bed and made his way downstairs into the living room. He found Felicity resting comfortably on the couch, a light blanket around her shoulders. Her feet were resting on the coffee table, which had been moved closer to the couch, and she was eating the last of her burger while switching between channels. He watched as she stopped momentarily to focus on a commercial about toilet paper, mumbling something to herself about what exactly the point of scented toilet paper was.

Oliver couldn't stop himself from smiling at the sight of her as he came around to where she was sitting and plopped down beside her. His arm slid around her shoulder and pulled her towards him, "Where's Barry?" he asked.

Felicity snuggled into his side, "He dropped these off and had to rush back to Central City," she said, pointing at the coffee table and the mess she'd left on top, "Something about another meta human on the loose." She turned to face him and arched an eyebrow, "What are you still doing up? I thought you'd be fast asleep by now. Correction, you should be fast asleep by now."

"I tried, but I couldn't sleep. The bed felt empty without you lying next to me babbling away all night." He planted a kiss on top of her head, "So what are we watching?" Oliver asked as he snatched one of the fries from the box that was resting on top of her baby bump.

"Hey!" She slapped his hand playfully. "No touching mister, those fries are mine. You can go out and get your own." She shrugged, and changed the channel once again. "I'm trying to decide between Smurfs - the movie, not the cartoon, cartoons, and the shopping channel. Did you know that they sell the most ridiculous things on the shopping channel? There was an emergency mustache kit, what kind of emergency would require a mustache? And get this; they're sealed for extra freshness. Oh and then there was the baseball bat pepper grinder, which I was tempted to buy as a gift for you, but I changed my mind because who would need that much pepper?"

Oliver chuckled placing his free hand on top of her baby bump and instantly feeling their baby kick. "So I take it this little mischief-maker still won't let you sleep?"

"Nope, this kid of yours won't stop kicking me." She put her hand over his. "Looks like this little one takes after their daddy with the you know, night time activities."

Oliver laughed, "Why am I always getting the blame for how active our baby is during the night?"

Felicity narrowed her eyes at him. "Because I'm not the one who spends my nights jumping off rooftops and fighting bad guys. This baby has clearly inherited your vigilante genes," she teased picking up the remote and once more switching between channels before she finally settled on cartoons. "Might as well get used to them," she mumbled.

They caught the last few minutes of a classic Disney cartoon where Goofy was sitting in a boat in the middle of a lake and fishing. The next cartoon, another Disney one, started off with Pluto being thrown out of the house by his owner.

"Oliver."

"Yes, dear."

"Why does Goofy stand erect while Pluto is on all fours? They're both dogs. So why is one be able to walk and talk while the other is just a regular dog?"

Oliver smirked, "I don't even know how to answer that."

"Never mind," she picked up the remote again, "Cartoons are boring, there has to be something less boring to watch on another channel." She huffed while she switched between channels again and stopped for a moment on the Smurfs movie.

"Oliver."

"Hmmm"

"If you choke a Smurf, what color does it turn?" This time it was Oliver who raised an eyebrow as she kept babbling, "Obviously they can't turn blue. It wouldn't make sense because they're already blue. How would the other smurfs know that their fellow smurf is choking to death?"

"First of all, I'm pretty sure the hands, or fingers, around the Smurf's neck would be a dead giveaway, and second...why would anyone want to choke a Smurf, Felicity?"

Felicity shrugged "Gargamel probably would. Doesn't he need them to use as an ingredient in his potion to make gold, or does he want to eat them? I can never remember."

"Felicity, they're tiny and it wouldn't be hard to kill them. He could just throw them into his giant pot, boil them alive, or snap their necks, or chop off their heads with a kitchen knife. Why would he waste his time and energy choking them to death?"

Felicity punched him in the arm, "Oh my god, Oliver! Please stop right now."

Oliver rolled his eyes, "You started it."

"Yeah, well I didn't ask you to make me a list of different ways to kill a smurf. Ok, we're moving on to something else."

Felicity picked up the remote again and the next movie they were watching was Twilight.

"Oliver, do Jewish vampires avoid crosses or Stars of David?"

"Are you asking about these particular vampires or vampires in general?"

She looked at him, narrowing her eyes, "Is there a difference?"

"Yes, there is." He pointed at the TV. "Real vampires don't sparkle in the sun. They're not even supposed to be out during the day."

"Oliver, baby, I hate to break it to you but vampires aren't real." she whispered in a mocking tone.

"Felicity, you're the one who asked."

"Well, you shouldn't argue with a pregnant woman." She changed the channel again, "Plus, this movie is rubbish".

They sat in silence for a while, watching another movie neither of them had seen before. The silence only lasted until the main characters went to a nude beach.

"Can you still say 'put it where the sun don't shine' on a nude beach?"

Oliver shook his head and laughed, "Felicity, there are certain places in the human body where the sun doesn't shine. Even on a nude beach."

"Good point. So I guess that's a yes." She yawned.

Oliver planted another kiss on the top of her head. "Honey, you look exhausted. Why don't you lie down and try and get some sleep?" Oliver slid to the edge of the couch to make room for her.

Felicity lay down on her side facing the TV, her head resting comfortably on Oliver's lap as she shut her eyes. One hand was resting on her baby bump while the other was sandwiched between her head and Oliver's thigh. Oliver reached over for the blanket that was now lying behind her in a heap and gently covered her, then picked up the remote and hit mute before he switched to the sports channel. If he was going to be her pillow for the rest of the night he might as well watch a rerun of the baseball game from earlier that day.

"Oliver."

"Felicity, just relax and try to sleep."

"Last question, I promise." she mumbled, already half asleep.

"Ok." He humored her.

"If a baby's leg pops out at 11:59 pm but his head doesn't come out until 12:01, which day was he born on?"

"I don't think..." he started, but the soft snore escaping her lips and her deep relaxed breathing told him that she was finally asleep.

"I love you." He whispered as he lay back on the couch and closed his eyes.

-Fin-