ok, so I'm still sick :(, so I decided I had nothing better to do, than do another chapter, since I can't leave my room in fear that I will get everyone else in my house sick...anway

Thanks for the response to the first chapter. I know that it's kinda choppy, but that is what happens when you are up at three in the morning, all drugged up on cough and allergy medicine.

One to the story!

Olivia continued to stare into his blue eyes, not caring that he was just as lost in her eyes as she was in his. "Um, are we going to have a fight here?" Erik asked, snapping a rubber band on Olivia's arm, causing her to flinch, and grab her elbow.

"Oh, yeah" she said, shaking her head, taking a few steps away from Elliot. "Ok, well, let's, uh, see what you got." She smiled, before turning to walk to her end of the mat.

Elliot shook his head before turning on his heel, and walking toward the end of the mat he came from. When he reached his end, Elliot surprised everyone, by unbuttoning his uniform, and pulling it off, along with his undershirt, leaving him shirtless.

Erin grinned, seeing the shirtless marine, and nudged Erik. "How come you don't have a body like that?" she whispered, before placing a hand on his shoulder. He shrugged, as the two watched Olivia, who still had her back to Elliot.

"Ok, I'll try to take it eas- woah!" she said, turning around, catching sight of the half naked man she was supposed to fight. "What happ- where's your- uh, ok?" Olivia found herself studdering, as she took another look at his body.

His body, which was sculpted to perfection, made her blush, as her eyes roamed, making a mental checklist of each muscle. He was stronger than Cassidy, and much more fit, and maybe she wouldn't have minded if he was the one who had grobbed her, but she knew she couldn't let the fact that she was, in fact, a girl, get in the way of this.

Elliot noticed the shade of pink return to her cheeks and smiled. "I uh, I'm just getting comfortable. Gotta be relaxed when I kick your butt" he said with a wink, that would have made Olivia's heart melt, had she not been in the room with three dozen other men, who were waiting for an opportunity to mock her.

Olivia smirked. If he was really going to use his body as a distraction, then two could play that game. "Of course" she said, sarcastically, throwing a smile at him. She grabbed the bottom hem of her tank top, lifting it off her body, pulling it up over her head, and throwing it where her uniform lay, leaving her in a grey sports bra. There were a few whistles that came from the crowd, which made both Olivia and Erin laugh. "Two can play at that game, Stabler" she said, raising an eyebrow, placing her hands on her hips.

Elliot raised an eyebrow, as his eyes scanned her body. She was the most athletic and fit girl he had ever seen. Her muscles, on both arms, were perfectly toned. His eyes ran over her flat, and muscular, stomach, before running back up her body, stopping to glance at the small amount of cleveage, her angle, and the grey piece of clothing, was exposing.

"Well, uh, ok. Let's see what you got, Benson" he said, emphasizing her name. Elliot stood, ready to make his move. Olivia moved her neck, and popped her knuckles, before running up to him.

She threw a punch, which he avoided, as he dodged to his right, before grabbing her arm with his left hand, and punching her in the stomach with his right.

Olivia fell to the mat, landing on her knees, with an 'oof', as she heard the crowd react. "Twenty bucks marine takes Benson."

Olivia looked to her side, while she clutched her stomach, and saw two of her fellow privates trying to make a bet. "I don't know, he's kind of more, experienced."

Olivia rolled her eyes, before grabbing Elliot's hand and pulling him to the mat with a thud. "You're on" she heard the man that was making the deal, say.

She quickly climbed on top of him, placing her hands on either side of his head. "Give up yet?" she whispered, moving closer to him.

Elliot let out a small chuckle. "Not even close" he said, rolling them over. "Besides," he began, lowering his mouth to her ear, "I'm having way too much fun."

Olivia pushed him away, hard, and laughed when he fell back onto the mat, once more. However, before she could move, Elliot raised his legs, trapping her head inbetween them. Olivia tried to pull his legs off her head, but he only squeezed, smashing her face together, making it contort into funny expressions. "Elwriet!" Olivia mumbled, her speech unclear due to the fact that his legs were squeezing her cheeks together. He laughed, knowing he would only be able to keep this up for so long.

Olivia jabbed his calf, making his leg twitch, away from her face, releasing her. She tried to jump back on top of him, but when she leaped, he lifted her body with this legs, tossing her over him, and onto the mat. Olivia groaned, laying flat on the floor, not moving.

Elliot, scared he had actually hurt her, jumped up, and rushed to her side. "Oh my God, are you ok" He extended a hand toward her, unaware as to what she had up her sleeve.

Olivia took his hand in hers, looking up at him, and smiled. Before she said a word, she sweeped his legs with her own, dropping him down to the floor. The two laid there, catching their breath, as Elliot snuck another glance at Olivia. He watched, silently, as her chest rose and fell with each breath, and he felt as if they should both stop the fight and lay there, content, just staring at one another. He thought about how beautiful she looked, even if she was sweaty and a little banged up. His hand unconciously found its way to her right shin, rubbing it.

Olivia quickly swatted his hand away, before turning and pushing herself up off the floor. She stood, waiting for Elliot to rise, and when he did, she struck again. "You know, you're really go-oof." He clutched his stomach, unable to breath for a few seconds, and looked at the girl who had just sucker punched him. He just stared at her, smiling, knowing that no matter how many times she hit him, he would never be able to get mad at her.

"Come on, you big baby" she said, panting, as she bounced from side to side, ready to dodge an attack if neccessary. Elliot smirked, as he threw a punch, which landed on her shoulder, causing her to groan.

"Big baby? That's original" he said, wiping the sweat off his forehead. Olivia shrugged, and smiled. She wouldn't admit it outloud, but she was falling for him, fast, even if he was the one throwing punches at her. "So, you got a boyfriend?" he asked, with a smirk, knowing this was the wrong question to ask during a fight. As much as he didn't want to believe it, he too, was falling for her, after all, she was the only girl he knew that could take him in a fight. It was only a plus, that she was the most beautiful thing he had ever seen.

Olivia rolled her eyes. She knew he was trying to distract her, and she knew she wasn't going to fall for it, at least not yet. She didn't say anything, before she threw another punch, only this time he grabbed her hand, and pulled her into his body. "What are you doing?" she asked, before he wrapped his arms around her.

"Just having a little fun" he whispered, pulling her even closer. He felt her muscles in her back tense, as she stood still, debating whether to continue fighting or give into him.

"Down boy" she whispered into his ear, referring to the growing bulge she saw in his pants, before pushing away from him.

Elliot, embarassed, looked at her, trying to seem as if he didn't know what she had seen. Before he could come back with a sarcastic remark, Olivia kicked, aiming for his torso, only to be stopped when he caught her by the ankle. He pulled her down to the mat, and climbed on top of her, placing a knee on either side of her hips.

Olivia, however, wasn't going to let him win. She threw her arms around his necks, and locked them together. Before Elliot knew what she was doing, she threw her legs around his waist and locked them there as well, not letting go for anything. "Rule number one, expect the unexpected" she whispered into his ear, before placing her forehead against his.

If Elliot hadn't been afraid of being caught by her lieutenant, he would have kissed her, but he only smiled. He could hear the sly remarks men from the crowd were making, referring to their current position, however he didn't seem to care. "Rule number two, never let your gaurd down" he whispered back, flipping them over.

He had expected Olivia would let go of him when he did so, however, she remained locked to his body, holding even tighter than she had before. She knew how to hold on for dear life, and only one thing was going to make her let go, and until she heard her lieutenant's voice, she would remain locked on Elliot.

"You know Benson, two can play at that game" he said, repeating the words she had said to him earlier in the fight. He slung his arms over her neck, and locked them together, and likewise, wrapped his legs around her waist, with much difficulty.

"What are you doing?" Olivia whispered, panting, trying to keep her arms around his neck. She wasn't going to lose this fight, and damnit, she was going to do whatever she could to make sure she didn't.

She flipped them over, landing on her back, making her more comfortable, before he spoke. "Getting close to you" he whispered back, breathing down her face.

Olivia could feel his smile, but she refused to open her eyes. She was concentrating too hard on hanging on to him, and she knew looking into his blue eyes, and at his perfect smile, would distract her long enough for him to take the win. Elliot, not feeling comfortable with his legs pinned between the mat and Olivia's back, tried to flip them over once more, however, when he moved, the two fell over, landing on their sides.

Olivia squeezed her eyes tighter, as she bit her lip, concentrating on not letting her hold go. The two stayed in that position, on their sides, for about three minutes, before Lieutenant Maguire came in and stopped the fight. "Ok, it looks like we're not going to find a winner here. It's a tie." He looked down at the two, and tried to hide the smile that was threatening to show itself. "Ok you two, that's enough. Benson, let go."

As if on cue, both Olivia and Elliot let go of each other, and stood, looking at one another. Olivia rubbed her wrists, which had turned red, due to her grip, as Elliot rubbed his neck. "You put up one hell of a fight" Elliot said, before extending a hand to Olivia. "Good job" he said, as he smiled, and winked.

Olivia smiled back, as she shook his hand. "You weren't too bad yourself."

Lieutenant Maguire looked back and forth between the two and shook his head. "Okay," he said, turning to the crowd, "nothing to see here. Get back to work." Not wanting to upset him, the crowd dispersed, either going back to what they had been doing, or leaving the room entirely.

Olivia turned on her heel, and headed toward Erik and Erin, who was holding both her tank and uniform shirt toward her. She quickly grabbed the tank and pulled it on, before pulling on her uniform, leaving it unbuttoned.

Elliot watched as Olivia met with her friends, and walked over to a nearby table, as his two fellow marines came up and joined him, handing him both of his shirts.

"So, who knew you were so, flexible" Erin said with a smirk, once the three of them reached the table.

Olivia sat down, and rolled her eyes. "No comment" was all she said, wiping her face.

Erin looked up and smiled. "So, he's got the hots for you."

Olivia looked up, annoyed, and laughed to herself. "What are you talking about?"

Erin looked at Erik, who only laughed and shrugged, unsure of what to say. "That marine, what was his name aga-"

"Elliot" Olivia said quickly, cutting her off.

Erin looked down at Olivia and her smirk grew even bigger. 'Yeah, seems like you've got a little thing for him too, am I right?" Olivia glared at Erin, and shook her head, trying to convince them both, how absurd the idea of her having feelings for Elliot, someone she had just met, sounded. "Ha, yeah." Erin leaned closer to her friend, before speaking, this time in a hushed tone, careful not to let Erik overhear. "He keeps looking at you."

Olivia looked over her shoulder, only to be greeted with a pair of blue eyes, looking at her, accompanied with a smile. He waved, nervously, before she turned back around to face Erin. She didn't say anything, she only stared at her friend, her face blushing slightly.

"Oh my God! Is she blushing? Is the Olivia Benson, blushing?" Both girls looked up at Erik, who only smiled, before placing a hand on Erin's shoulder.

"Shut up" Olivia replied, before glancing over her shoulder once more, this time returning Elliot's wave with one of her own. When she turned back to the two, she was meet with an evil grin, that Erin provided, while Erik sat next to her, just as confused as Olivia.

"What?" Olivia asked, raising an eyebrow. She knew Erin, and whatever she had up her sleeve, was definitely not going to get her approval.

Without a word, Erin reached into her pocket and pulled out a small foil package. "You might need this" she said, as she pushed the package across the table, all the while smiling.

Once Olivia saw what her friend was shoving to her, her eyes widened. "What the- Erin! Where did you- What's wrong wi- Woah!" She then looked over at Erik, who was just as wide-eyed as her. "Control your girlfriend" she said to Erik, pushing the condom back to Erin.

"Hey, I'm just trying to help you. I see the way you two are looking at each other" she replied, defensively.

Olivia shook her head, a little stunned that Erin had tried to give her a condom, for a guy she didn't even know. "Why do you have that in the first place?"

She looked up at Erik, who only smiled, a little content to know that his 'secret girlfriend' had come to the army 'prepared'. "I told you, you needed to get laid, and what better way to do it than with a hot mar-"

"Excuse me" the three heard, inturrupting Erin's speech. Olivia quickly turned around, only to face Elliot, who had a small smile on his face. "I don't mean to inturrupt anything" he began, looking up to see Erin and Erik grinning, "but I was kinda wondering if you want to, I don't know, maybe take a walk around? Talk?" he asked, returning his focus back to Olivia.

She stared into his eyes and nodded. "Uh, sure" she said, standing up from her seat. "I'll, uh, see you later guys." She then turned to Erik, before continuing. "Keep her out of trouble." He nodded, as he watched Elliot grab her hand, and lead her towards the door. "What brings yo-" she began, but stopped when she felt something hit her, lightly, in the back of the head. She turned around, and heard Erin begin to laugh, before spotting the small package on the floor. She quickly knelt down and picked it up, before throwing it in the trash, on their way out.

"So, what are the Marines doing here?" Olivia asked, when the two had walked out of the fort. She stopped to steal a glance at him, and smiled, when she saw how gorgeous he was in his uniform.

"I dunno" he said with a shrug, looking for a place to sit down and have a conversation. "My friends wanted to take me out for my birthday. Guess the only place they could go for free would be an army base."

Elliot followed Olivia around the corner, stopping when she stopped in front of one of the fort's buildings. "It's your birthday?" she asked, turning to face him. He nodded, and shrugged. "Oh, well, uh, Happy Birthday?" She saw the look she recieving, so she tried to explain further. "Sorry, I'm not good with the whole birthday thing. Guess I never really had a good one."

Before he could ask, Olivia turned back around, facing the building. "Come on," was all she said, before climbing the ladder located on the side of the building, which led to the roof.

Elliot followed her, laughing internally, at how amazing she was. Olivia reached the roof, turned around, and helped Elliot up. "What's this?" he asked, looking around, taking in the view.

Olivia shrugged. "I come up here when I need to think." She walked over to the center of the roof, where she opened a bag, and pulled out a blanket. She rolled it out across the roof, and sat down.

Elliot watched, as she patted the spot next to her, before he walked up and joined her on the blanket. "So, what's a beautiful girl like you, doing in the army?"

Olivia looked up at him, and sighed, debating whether to tell him the full story, or the story she told everyone else. "My, uh, mother" she began, deciding to tell him the truth, after all, she felt as if she could trust him, which, in her case, was very rare. "She uh, she was, is, an alcoholic. When she was drunk, she got violent, and of course, being the only one who couldn't run away, I was the target of that violence." Olivia took a deep breath and sighed, before continuing. "One night, she got so wasted, she came home yelling at me, calling me a lazy bitch. She started to hit me, and I finally cracked." Olivia felt Elliot's hand on her shoulder, and oddly, she felt comfortable, as if they had been best friends for years.

Elliot gave her shoulder a reassuring squeeze. He knew this had to be hard, and she obviously trusted him enough to tell him, so he wanted to let her know that he was here for her. "What happened after?"

Olivia stared at Elliot, suprised at how calm he was. Normally she'd expect any other guy to run away after hearing her mother was a drunk, but he was different, and that only made her like him more. "I, I fought back. I ended up almost breaking my mother's arm. When she woke up the next morning, she figured that I was too much of a 'bad kid' to keep at home. A couple of days later, I was in military school. Had to go for my junior and senior year." Olivia let out a scoff, as the memories came back. "I remember I got in trouble a few days before I graduated, and of course, I was offered a choice. I either joined the army, and served a term of up to six years, or have the complaints on my record. I opted for the army." She turned to face Elliot, and gave him a small smile. "And that's my story." Elliot smiled back, as he wrapped his arm around her shoulders. He waited for her to say something, but when she didn't, he sighed, happy that she felt comfortable around him. "So, what's with the Marines?"

Elliot thought about what to tell her. "I, uh, my father" he began, "is a bit of a, hard man to please. After high school, he made me sign up, and here I am. I wanted to go to college, but, here I am."

Olivia laid her head on Elliot's shoulder and sighed, content, as the two watched the sunset. "So," he began, resting his head on top of hers, "you never told me if you had a boyfriend."

"Are you serious?" Elliot asked, laughing, as he stared at the moon.

"I'm serious. He's been trying to get at me ever since" Olivia explained, laughing as well.

"Well, I can tell you that Bryton Cassidy does have excellent taste, but he's such a douchebag." Elliot turned his head, and stared at Olivia, smiling. The two had been on the roof, talking, for hours. "I can see why you broke his nose."

Olivia turned over, laying her head on Elliot's chest, and smiled. The two had decided to make use of Olivia's blanket, and laid down on the roof, watching the stars, as they continued their conversation. The two stayed there, with Olivia's head on his chest, as he began to play with her hair. It had only been four hours since they had gone to the roof, but they were so comfortable, it felt as if they had known each other for years.

Olivia yawned, before snuggling into Elliot's chest, and curling up. A slight breeze blew by, causing shivers to go down her spine. After seeing this, Elliot began to rub her back, hoping to warm her up a little. "I think we have to go back down" Elliot whispered, inhaling the shampoo off her hair.

"Ugh, I guess" Olivia groaned, knowing that after today she would probably never see him again.

Elliot got up, and extended a hand to help Olivia up. He pulled her up, and as soon as she stood, he wrapped his arms around her. He, likewise, didn't want to leave, knowing how hard it would be to forget her. He couldn't believe how fast he had fallen in love with her, even if he was afraid to admit it.

He placed a kiss on the crown of her head, smiling when she pulled away, a smile on her face. "What?" she asked, when she noticed the look on his face.

He stared into her eyes, before placing a hand on her cheek, caressing it. He lowered his head, until their lips met, in a soft, sweet, kiss, which explained exactly what he felt for her.

Elliot half expected her pull away, but yet again she surprised him by deepening the kiss. When the need for oxygen was too much, she pulled away, resting her forehead against his. "Olivia?"

"Hm?"

Elliot opened his eyes, and was glad to be greeted by her chocolate brown orbs. "Is it, crazy, that I, just might, be in love with you?"

Olivia smiled, continually staring into his eyes. "No. Is it crazy, that I am falling in love with you?"

Elliot smiled even wider. "No" he whispered, before placing another kiss on her lips, not caring that he had two of his fellow marines waiting downstairs. He only cared about the fact, that he was kissing the first girl he had ever fallen in love with, and the only girl that made him glad he had joined the Marines.

Ok, so, I'm done, with this chapter

you like? you hate?

Yeah, I know it's AU because of the whole Elliot/marines thing. I had to make him join for a different reason, because I didn't want Kathy to be an issue...at least not yet...?

p.s. yeah that was a Miss Congeneality or however the heck you spell it, reference during the fight haha

Read and Review, please :)