Disclaimer: I don't not own The Good Wife.

A/N: There is the flashback! This chapter ended up far longer than I anticipated, to it is only the flashback. Happy Reading!

They sat in silence for a good ten minutes before Will hesitantly called her name. She continued to sit there with a stunned expression, what Will didn't know was that she was replaying a memory of them from Georgetown.

Junior Year, 1990

Alicia was walking outside at night, it was fall in Washington DC and she loved trying to see the stars. She found a park that had a perfect view of the stars that wasn't too obstructed by the light pollution. She shook out her blanket and lay down, curling her spare sweatshirt into a ball under her head. This is where she could relax and make sense of the things that were falling apart in her life. This is where she could find solutions. After finally being able to relax, the tears started welling up, only to fall down her cheeks and temples. There were a few people who were milling about, seeing that it was only 7.30 on a Friday night.

How could things be such a mess in only the second week of school? She asked herself. What did I do to deserve this? Her mind continued raising more questions. She let the questions keep flowing because she didn't have any inkling of a solution for this problem.

So wrapped up in her own thoughts—well questions—she didn't hear someone approaching. The person didn't even bother to call her name; he knew that she wouldn't hear him so he sat down next to her. Her head turned to the side, seeing who it was, "What are you doing here?" Her voice sounded rough like sandpaper.

"You weren't at your place, so I took a walk to find you." He shrugged as if it wasn't a big deal. Her heart fluttered at how well he knew her, and then she heard him continue, "What happened, Leesh?" He questioned, leaning back propping himself up by his elbows.

She turned back to look at the stars, "it's nothing."

"Then why are you looking for a solution if it is nothing?" he inquired, making her heart race this time.

After several minutes of silence, the questioned lingered between them. Alicia sighed, "Remember the fight Peter and I had at the end of spring semester, when I told him about my internship here?" Sensing his nod, she continued, "Well, he was upset that we weren't going to spend the summer together. And instead of coming here to visit me, he found someone else to fill his needs." Closing her eyes, releasing more tears flowing down her cheeks.

He lay down on the blanket beside her, staring at the stars. "Leesh," he started, but she stopped him when she leaned into him whispering, "Don't Will." He wrapped his arms around her, holding her. He periodically kissed her head, enjoying the sense of peace her body next to him brought him.

A week later, she came knocking at his door, with a smile that light up her eyes. He opened the door and was about to invite her in when she kissed him. It took a moment for his brain to register and when it did, it ignited his desired response; pulling her into him, his hands sliding into her hair as he deepened the kiss. She broke the kiss, still with the smile gracing her face, "Let's go look at the stars!"

That became their Friday night ritual. They would get together around seven and hunt for a good spot, usually ending up at the place he found her the first time. As the semester continued, they continued this ritual, even when the temperatures dipped into the 30's and below, they would bring more blankets and bundle up together but wouldn't spend the same length of time out there.

After doing this for three months, Will was walking towards her apartment building, bundled up to cut out the cold. When he reached her building, he pulled out the key she had given him so that he didn't have to wait in the cold. He walked in, pulling off his hat and gloves as he waited for the elevator. Once in the elevator, he unbuttoned his wool coat, sliding his hand into his pocket, playing with the cool silver ring in his warm hand. His hands became clammy as he thought about the conversation he intended to have tonight with her; showing her that not all men are scum.

When he reached her door, he was nervous. Very nervous. He hesitated at first, and then knocked on her door. While waiting for a response his hand slipped back into his pocket, playing with the ring once again. Becoming rather impatient, he knocked again, louder the time. Waiting another minute, his heart started to race, his mind wondering why she wasn't answering her door. Did she fall asleep? In the shower? Was she hurt?! His mind ran a million miles and landed on one last question to himself, was she home? He knocked again, calling her name as he knocked this time. Trying to stay optimistic, not letting the feeling of rejection enter his mind. He turned back around to the elevator.

"She left about two hours ago." A voice told him as he waited for the elevator.

"She did?" sounding like an injured animal.

"Yes, her boyfriend picked her up." She explained.

He sucked in a breath at the work 'boyfriend'. He felt his heart slowly start breaking into pieces. "Thanks for letting me know." His head down to hide his hurt, he stepped into the elevator, started buttoning his coat and pulling on his hat and gloves. The influx of emotions that ran through him felt like it was burning him from the inside out, scorching its way through him leaving him just a shell.

Will took the long way back to his apartment, stopping for essentials to bury the emotions that were consuming him.

Arriving back at his place, he sat down with a case of beer, pulling out the ring; he held it between his thumb and index finger, with a drink in the other hand. That's how he remained for the evening.

How could you be so stupid? He started asking himself. He felt his heart break piece by piece each time he thinks about her. "I need to do something" he said out loud. "It's Friday night for God's sake and I'm sitting here alone upset over cancelled plans." He said to himself, chugging back a beer, dropping the can to the floor. Grabbing another to can.

Alicia was running early in the morning, trying to think about the conversation she had last night. She was stressed and she didn't know what to do. Over the past two months, she felt like her life was finally back on track. She was dominating in her classes, she was spending more time with friends, and she has Will.

Will.

She abruptly stopped running at the thought of Will. Shit! She turned around and started running as fast as she could towards his apartment; guilt coursing through her pushing her to go faster.

Once she arrived, she buzzed his apartment multiple times, without getting an answer. When someone walked out of the building, she grabbed the door and rushed up the stairs not wanting to wait for the elevator. Reaching his door, she knocked several times. Becoming impatient, she started to call his name as she knocked. Hearing some rustling, she stopped to wait. When he opened the door, she felt her heart twinge when she saw how sad and disheveled he looked.

"Will, I'm so sorry! Something came up!" She blurted out.

Will bowed his head, "something or someone?" he emphasized the last word.

Her face confused, then met his eyes, and fell. "Can I come in to talk?" she whispered.

He opened the door to let her in. As she walked by he couldn't help but breath in her scent. His heart aching.

Alicia's mind was running wild, trying to figure out how he knew that she was out with someone last night. She glanced around his studio apartment, noting the massive amount of beer cans that littered the floor and couch.

"You never answered my question, something or someone?" Will broke the silence, commanding her to look at him.

She sighed and couldn't look him in the eyes when she said "someone".

At hearing that, Will walked into the kitchen area to grab a trash bag, "How's Peter?" he asked as he walked back to sit on the couch. He started picking up the cans to keep himself occupied so he didn't have to look her in the eyes.

"He came to talk," she said, "and apologize." Whispering the last part.

He felt his blood boil, he knew she was giving him a second chance—well more like fourth or fifth chance in his opinion.

Alicia watched as he continued to pile the cans into the plastic bag, feeling the tension radiate off him, making her stomach and heart unsettled.

The noise of clinking cans made her look at Will as he tossed the bag against the wall. "Why do you keep letting him do this to you Alicia? I don't understand why every time he apologizes, you take him back!" his voice boomed through the room, making her step back.

The sun started to filter through the windows, casting more light across the room, making everything warmer and more heated.

She cast her eyes down scanning the room so she didn't have to make eye contact with him.

"I have seen more smiles and heard more laughs from you the last three months than in the past two years we have known each other!" he continued. Her eyes settled on the silver piece glistening in the sunlight. "Doesn't it tell you something when you're happier in his absence than in his presence?" he asks infuriated. When he didn't get a response, he looked at her and saw her eyes were downcast, but he noticed that they were locked onto something. "Alicia."

"What's that?" Nudging her chin forward indicting the ring sitting on the coffee table, her eyes becoming glassy.

"It's nothing." Will stated, devoid of emotion.

She watched him pick up and hold it, before sliding it out of sight.

"You can't say it's nothing," her voice betraying her and expressing her anger, "it's clearly something if it is pushing you to drink this much!" she yelled spreading her arm out indicating the almost empty case of beer.

Will lost it; pulling out the ring, he held it up, "this didn't cause my drinking last night," his voice unwavering, "hearing that you are out with your boyfriend on the night I was going to ask you to be my girlfriend is what pushed me to drink" his voice getting louder as he continued, "Are you really that oblivious Alicia that you don't see that I'm falling for you?"

She stood there stunned. She looked in his eyes and saw the waging war of emotions flickering violently from love to anger to disgust back to love. Alicia stood there trying to comprehend what had just transpired between them. A ring for me. Girlfriend. She thought, her emotions getting the best of her, causing her glassy eyes to spill the tears. He was going to ask me to be his girlfriend? Her mind continuing, wait, he said I was out with my boyfriend… "How did you know I was out with Peter?" her voice full of emotion.

Will took a step closer, "that's what you got from my admission? That I knew that Peter was there?" he roared. He saw her take another step back away from him, he propped himself against the couch, "I was knocking on your door last night, when I finally gave up your neighbor came out to tell me your boyfriend had come to pick you up." He explained, trying to keep his voice relatively calm.

They stared at each other for what felt like an eternity. Tears were streaming down Alicia's cheeks, as well as Will's, but neither could move. Alicia stood there still trying to wrap her mind around what happened. Will has feelings for me, might even love me. She thought. Peter is here, but we're not back together, he was just trying to apologize, I didn't accept it, not yet at least. I could be with Will. Lost in her thoughts, she didn't notice Will move closer to her, until he threaded his fingers through hers, looking at her lovingly. "Alicia," his other hand sliding to her cheek to wipe the tears from her face, as a few slipped down his cheek. "What are you thinking? Please," he begged, "I need to know."

Alicia's eyes fluttered as he gently wiped his thumb across her cheek. She opened her eyes to stare into his seeing love staring back at her. She felt her heart swell. She broke their eye contact, looking down at their hands rubbing her thumb across his hand.

Will was getting rather impatient. He didn't want to push her to say something, but he felt this sinking feeling within the pit of his stomach, knowing that her answer will not be one he wants to hear. Dropping his hand from her cheek, he takes a step back severing their contact. "I think it's time for you to leave." He whispered.

Alicia's head snapped up. "But I didn't give you an answer."

Will shrugged, "sometimes silence is an answer." He turned to walk towards the door, holding it open for her. "I think you should leave. He stated again, feeling extremely exposed.

She slowly traversed the few feet to the door, she stopped in front of Will, reaching up, caressing his cheek, and she leaned in and kissed him, "I'm sorry." And with that she left his apartment.