A/N: Thanks as always to those who've been kind enough to review. Reviews and PM's make my day and always encourage me to write more. :)

She'd found out the truth about him, or the version his mother had shared with her. But Anna still seemed unshaken in her regard for him, if not a bit curious as to his side of the story.

"You told Mister Carson that you were imprisoned as a thief," she mentioned one night as they stood together in their usual spot outside in the courtyard. "You phrased that deliberately to make us believe you were not innocent."

He shook his head. "Innocence makes no difference. I am a convicted felon, Anna."

"It makes all the difference," she contradicted adamantly. "That's why you're still here, why Lord Grantham allowed you to stay. If anything, the whole thing says even more about your character."

"Don't be too quick to pardon me," he warned. "I'm sure my mother told you something about how I was back then."

Anna nodded. "She said you drank too much."

"I did. Far too much. I was a different person then. I doubt you'd even have recognized me. You certainly wouldn't have liked me."

She never would have fallen in love with the man he was back then. Perhaps it would have been to her benefit to have known him then.

"But you changed yourself," she pointed out. "And changing is one of the hardest things a person can do. It couldn't have been easy to give up drinking."

"It was easy enough in prison."

In truth, the act of no longer drinking was simple because alcohol was not available behind bars. Getting through the shakes and cravings had proved painfully difficult and made the first several months of his imprisonment extremely unpleasant. But he had managed it, and her acknowledgment of the difficulty of such an achievement warmed him.

"And look at you now," Anna stated. Her eyes reflected an adoration he'd never known before, not even from Vera in the early days.

"A crippled old convict lucky to have a position?" he asked sardonically.

Admonishing him with her gaze, Anna corrected him, "A well respected valet to His Lordship."

"Is that how you see me?" he asked, curious. "Well respected?"

"Yes, that's exactly how I see you." Her clipped statement brooked no argument. Turning the tables on him, she asked, "How do you see me?"

Anna looked at him expectantly and Bates could not help but smile at her. "I see you as kind and hard working, and incredibly tenacious..."

Clearly holding back a grin of her own, she prompted him, "Go on."

"You want more?" he teased.

"It sounded like there was more."

Amused, he allowed, "You're also wise beyond your years and cunning besides." She nodded, looking down. Detecting some mild disappointment at his pronunciation, he added one final attribute. "And I think you're the most beautiful woman I've ever laid eyes on."

Anna looked up at this statement, her cheeks quickly turning a faint pink as the compliment brought a smile to her face. "I've been called pretty before," she revealed, "but never beautiful."

"You are pretty, too," Bates confirmed softly. "And lovely-"

Her blush had darkened several shades more as she interrupted, "Oh, off with you now, Mister Bates. You'll have me full of myself like I'm the Queen of Sheba."

He sighed sadly at her pleased dismissal. "No, I shouldn't say such things," he told her regretfully. "I haven't the right."

"You haven't the right to compliment someone?"

"I haven't the right to toy with your affections, not when we both know I'm not free."

Anna refused to back down or look the slightest bit chagrined. "And what if you were free?"

"I would still count myself as unworthy of you."

Her smile vanished as her forehead wrinkled in consternation. "And what makes me so worthy and you so unworthy?" she demanded.

"I'm far too old for you, for a start," he began.

"And since when has that ever mattered? I'm a grown woman, Mister Bates. I think I know my own mind enough to not be swayed by a conniving philanderer, if that's what you were. And we both know you aren't."

"You should be with someone who can take care of you, Anna."

"I can take care of myself," she shot back.

Undeterred, he added, "And I'm a convicted felon."

"For a crime you didn't commit."

"Not in the eyes of the law."

"But you're innocent in my eyes," Anna persisted, "and that is all that matters to me."

The unconditional love shining from her face almost hurt to look upon, and Bates forced his gaze away. "Anna..." he began.

She spoke before he could continue. "Next you'll tell me I'm too good for you because of your injury or because you used to drink."

"Those are perfectly valid-"

"You think any of that matters to me?" Anna interrupted emotionally.

"It should matter," Bates told her seriously. "If you tied yourself to someone like me, those things would negatively impact your life a great deal."

Squaring her shoulders, she returned, "And what about the good things? What about the fact that you're the kindest, most thoughtful and sincere person I've ever known? Or that I'm in love with you? Doesn't that count for something?"

He let out a ragged breath at the passion in her voice and the fire in her eyes. How a woman like Anna had ever fallen for a man like him, he would never understand. But he did know that he loved her just as fiercely, even if he could not admit it aloud. And part of loving someone sometimes meant protecting them from themselves.

"Anna, none of this makes a difference. I'm not a free man," he reminded her. "And I'm not likely to be. I don't want you wasting your time on something that can never happen."

Her expression softening, she said, "Mister Bates, I don't think any time spent with you could ever be considered a waste."

Their conversation was cut short by William calling Anna inside to attend to Lady Mary, but as she disappeared into the house, she favored him with a renewed smile cast over her shoulder.

Despite his reservations, they continued to grow closer over time. Anna did not mention her feelings for him again; she didn't have to. She wore her emotions on her sleeve, confiding in him when something bothered her and asking him about his own problems. They almost always sat together at meals and when they could not, his eyes sought her out and she gave him an answering smile.

Bates knew he should have felt guilty, indulging in her company so much. But she sought him out often, especially when Gwen left for her new secretarial position. He knew Anna missed the younger woman. Though certainly a poor substitute, he stood in as a friend to the head housemaid, perhaps her only true friend on staff. Besides, they were a united front against the likes of Miss O'Brien, who had grown even more conniving in the absence of Thomas.

If pressed, he would have been unable to deny that he felt more for Anna than just platonic friendship. Her presence filled his life in a way he'd never thought possible, and he looked forward to seeing her each day. He sometimes even spent his half days at Downton sitting in the servants' hall just so he could have a little extra time with her while she mended.

On one rare occasion when their half days coincided, Anna suggested that he walk her to the village. Bates hesitated at the suggestion, expressing concern that others might get the wrong impression.

"And what impression is that, Mister Bates?" she asked with a deliberate smirk. He sighed at her deliberate indifference. Anna offered in response, "We're just walking to the village. There's nothing scandalous about that."

"Perhaps you should ask Mister Moseley to walk with you," Bates suggested evenly. "I'm sure he would jump at the opportunity."

Anna shook her head at him in clear exasperation. "There's no need to pawn me off on someone else, Mister Bates. If you don't want to go, just say so."

"You know I'd love to go," he responded. "I think only of you."

"Well, then why bring poor Mister Moseley into the conversation?" she scolded lightly.

He paused before stating simply, "I think he fancies you."

Frowning, Anna answered slowly, "Then I feel sorry for him because I do not feel the same."

They took the walk slowly, strolling at a pace to accommodate Bates' slower gait. They talked about books and the latest gossip at Downton - anything but the war, which was the main topic at the house anymore. As the only member of the staff who had been to war, Bates was often asked his opinion on such matters. Anna knew he was not fond of talking about his service, at least not specific questions regarding battle, so she studiously left the topic alone. He did sometimes tell her stories from his time in the army, but those were mostly humorous anecdotes intended to elicit one of her shining smiles. The darker moments he kept to himself.

As they walked, Bates passed on to her the latest news from his mother. The boarder who had been living with her for years had finally moved out and she'd decided not to take in anyone new.

"Won't she be lonely?" Anna asked.

"She has some friends around the neighborhood she sees."

"I'm sure she wishes you lived closer."

Bates shrugged. "She knows I couldn't find a better position in London even if I wanted to go back."

She inquired curiously, "So you don't miss London?"

"Honestly, no. It is much quieter here than in town. And prettier," he answered, taking care not to make it too obvious that the beauty he appreciated was not solely in the form of nature. "There is a great deal to do in London, but nothing that particularly interests me."

Nodding in agreement, Anna said, "I've never lived in town, but I've traveled there with the family before a few times, often for the season. I can't say as I like it as much overall, but its nice for short periods."

"So you consider yourself a country girl?" he asked with a grin.

"I don't think I've considered myself a 'girl' from a long time, Mister Bates," she responded with a laugh, "but country, yes. My father was a farmer, before he passed away."

"What did your family do then?"

Anna said thoughtfully, "My uncle found positions for my sisters and me. I worked as a maid in a small house in York, and after two years a position opened here and I applied."

"You must have been very young," he commented.

"Younger than most," Anna allowed. "But I kept to my work and didn't make trouble."

"Do you miss living on a farm?" he asked in turn.

She laughed at the notion. "Not in the least. It was always my job to milk the cow, and she was a sour old thing who hated everyone. I used to fight with her the whole morning to get half a pail, and then at least once a fortnight she'd kick it over out of spite."

Bates smiled at her story, easily picturing a young Anna struggling with a stubborn milk cow. "You've come far in the world," he observed.

Snorting, she commented, "Now I change linens and arrange ladies' hair."

"Yes, but do the ladies try to keep you from changing the linens?" he asked.

"Not in a long time," Anna answered with a laugh. "Of course, there were a few times when I first arrived when Lady Edith would have it out with her sister and throw herself on the bed crying..."

"I don't envy his lordship back then - three daughters of such an age," Bates said, shaking his head.

"Don't envy the governess," she corrected him with amusement. "His Lordship had an easy time of it by comparison."

Once in the village, they browsed the few shops for a while before taking a moment to rest on a bench in the park. Anna showed him the new trim she'd bought to put on an old hat, as well as a book she'd found at the bookshop. She had also picked up some threads and other things for Lady Mary.

"I might read that when you're done with it," he ventured, referring to the book.

"Of course," she confirmed, beaming at him with approval. "Are you fond of mysteries, Mister Bates?"

"I enjoy most genres," he said. "And sometimes a good mystery can occupy a late hour when a book on philosophy or history fails to excite interest."

They spent a quarter of an hour debating different types of novels, and Anna did not stop smiling once throughout. She seemed to shine with an inner light which was so bright and pure that Bates sometimes could not look away, he was so entranced by it.

"Should we head back?" she asked after a time.

He wanted to invite her to spend more time in the local tea room. The one in the village was small but had her favorite type of cake. But if they were seen together so publicly, people would begin to ask questions. Anna's reputation might be harmed.

"Yes, I suppose we should go back," he acknowledged. He stood up from the bench and would have offered her his arm but for the talk it might insight if anyone saw. Bates knew he could not court Anna, could not really step out with her properly. And with his background as a married man, he would not expose her to the ridicule and gossip that such an improper relationship was sure to produce.

But once they were out of sight of the village, on the road back to Downton, Anna reached out to take his hand in hers. Before Bates could think to pull away, she had threaded her small fingers between his, the only thing separating them the thin layer of her gloves. He stopped to look down at their joined hands.

"Anna..." he began, sighing deeply. He might have let it go if she'd only put her arm in his. It was not proper, but much more so than than intertwining their fingers. Her hand was so small compared to his, yet he marveled at the strength of her grip as he reluctantly moved to disentangle them.

"There's no one around to see, Mister Bates," she reminded him. "And I wouldn't care even if there were."

"I care," he responded. He held her hand up gently, allowing himself to indulge in the warmth of her tiny fingers. "If things were different..." he began.

"If you were divorced?" She emphasized the word, obviously the only impediment she saw to them being together.

"If I were divorced and a better man for you," he allowed.

"I'm not sure how you could be a better man," Anna challenged him. "And you know that none of the rest of it matters to me."

Bates appealed, "It should matter, Anna. I know what you're feeling right now - I do. But you have to think of your future. These kinds of feelings can fade over time, and when they do you, you will still be left with the decisions you've made."

He certainly knew about consequences of poor decisions. Had he never married Vera...

Her eyes narrowed in anger. "You think what I feel is just a passing infatuation?" she demanded. "Is that really what you think?"

"That's not-"

"I've never felt like this about anyone, Mister Bates, not ever. You tell me we can't be together, not right now, and I accept that. But you can't convince me to stop loving you just because you think I shouldn't."

He shook his head, the pain in her voice tearing at him. "I only want you to find happiness, Anna. And I know I can't give you that, no matter what you feel for me."

"Shouldn't I be the judge of who makes me happy?" she responded.

An instant later, Bates heard a noise behind them. Realizing that he still held Anna's hand in his own, he let go and took an instinctive step back. The automobile came around a corner, putting the two of them into full view. Anna followed Bates as they both stepped off to the side of the road to let the car pass. As it did he noticed the Dowager Countess inside, one ancient eyebrow raising at the sight of Anna with him. But a moment later, the car had gone beyond them and disappeared down the lane.

Anna looked at him before turning her eyes back down to the road. She said hesitantly, "Mister Bates - if you don't feel the same way about me, I understand. But if that is the case, please just say so and don't hide behind all these excuses. Because they mean nothing to me."

He'd deliberately never said the words to her, choosing to hide his feelings in a vain attempt to shelter her from scandal. Part of him actually hoped that if he left things alone, that perhaps she would not be hurt. Maybe she would find someone else more appealing, someone at least available. If the man she found was young and whole and worthy of her, so much the better, although Bates doubted anyone could truly be worthy of Anna.

But he had to tell her something. Honor had kept him silent until this moment, intend on protecting her and her reputation from harm. But he could not bear the thought of her doubting his true feelings.

"I care about you very much," he revealed quietly. "It is wrong of me to say it, but I do. And I would never purposely cause you pain, Anna. Being with me, even if I were free, would mean unconscionable sacrifice on your part. You know my views on that."

Her brow wrinkling in consternation, Anna demanded, "So you would live the rest of your life alone? What about my views on this subject? It does involve me too, you know."

Bates thought about the Dowager Countess' car which had passed them and the curious eyes of the woman inside. The family loved Anna, he knew, but even her long service and kind disposition would not spare her if rumors began that she was engaged in an elicit affair with a married man.

"If I am alone, it is a fate of my own making," he stated. "And I don't count myself so selfish as to drag you into ruin with me."

But she was already shaking her head. "Whatever mistakes you've made in the past, Mister Bates, you should not be doomed to a life of misery."

"Better to doom myself than to doom you."

Anna snorted at his response. "I don't think I could be miserable if I were with you. Even if you couldn't get a divorce-"

He held up one hand to silence her. "Please, Anna."

She shook her head at his obstinate stance. "Why do you believe yourself so unworthy?" she questioned. "You are a good person. The fact that you continue to fight me on this just proves it. Any other man would not care so much for my reputation."

He stood quietly for a moment before informing her, "Sometimes honor is the only thing a man has left."

Anna said nothing in response to this statement. Instead, she turned to walk beside him and put her arm into the crook of his. He sighed at the contact, at the way she touched him so gently and purposefully even after everything which had just passed between them, but he did not pull away from her until they were within sight of the house.

TBC