A/N: Wow. I cannot tell you guys how much I love this chapter. I didn't have any plans for it, it just felt like each word was connected. It took me by surprise as I wrote it. I really feel like the characters led this chapter, which was exciting for me because I almost got to be a reader! I hope you enjoy it--I was crying by the end of it. I'm a baby though. :)

Also, for the sake of the story: Pam never broke it off with Roy when Jim left.

Thanks for the reviews, guys! They're great. Also, flashbacks are in italics.

He stood there watching her as she ran her fingers over the pictures he had on his refrigerator. He smiled as he remembered the times, and looking at her, his heart almost ached at the realization that she hadn't been there when any of those pictures were taken. She hadn't been his best friend, and she certainly wasn't the girl he could take to any family outing he chose. He smiled as he watched her, noticing her outfit. She was still in his boxers, but she'd changed her shirt. Put on one of his old sweatshirts. His mind drifted back to a time years before when they'd been playing Frisbee during one of the weekends Roy was away.

"Pam, catch!" he'd flung the Frisbee at her, and watching it spiral at the air toward her, he'd felt a leap in his heart as he'd finally realized he'd done it right. He'd never grown up playing Frisbee, but she had, and she'd volunteered to teach him. Roy was out of town visiting an old friend in Virginia, leaving Pam alone over the weekend. She'd only made it a few hours into Saturday before she'd dialed his number. Apparently, Roy hated Frisbee and lately she'd had the urge to run around and throw things. Who else to invite when in that predicament?

She caught the Frisbee, smiling, "Nice one, Halpert. You're really starting to get the catch of being a boy." She winked at him and threw one spiraling back at him, so fast he hardly had time to react. It hit him in the head and bounced into his arms and he laughed as it did, completely aware that her throw was not only more accurate, but more forceful as well.

"Who are you, and what have you done with my best friend?" He asked, laughing. She smiled and walked over to him, her hair blowing in the wind. He'd never seen her look more beautiful than in that moment. He was sure she had no idea, too. Girls always seemed to think they were only beautiful when wearing dresses and makeup, but Pam… She was a different kind of girl. She was just as beautiful in her running outfits as her fancy dresses. He studied her then, and he had to smile. Black shorts, bright green t-shirt that brought out her eyes, and an orange baseball cap on her head, he couldn't have thought she was any more beautiful. It was amazing what that woman had done to him.

"I'm still your best friend," she smiled. He smiled back at her and held her gaze for a soft moment, before she shivered and looked away. "I'm really cold," she said, smiling lightly. It was late March, nice enough outside for a rousing game of Frisbee, but there was still a slight chill in the air. Pam had never been very tolerate of the cold, anyway.

He smiled and pulled his sweatshirt off his body, and as he did, he could feel part of his shirt rising, but he didn't care. He handed her the sweatshirt and smiled. "Warmest sweatshirt you'll ever find," he smiled.

She looked at the sweatshirt, reading the front of it. "Did you really run in this race? The Scranton Christmas in July Jingle Bell Run?"

"I did."

"I didn't know you liked to run these things. You should have told me," she said, laying down on the grass and looking up at the big blue sky. He laid beside her, smiling.

"I would have. It was before I met you, though." He looked over at her, and he could see her smile lightly. She looked over at him with a sparkle in her eyes.

"Well, are you planning on running it this year?" He nodded. "Can I join you?" she asked.

"Sure. We can have matching sweatshirts." She laughed, and he could almost feel the vibrations through the ground they were sharing. She smiled and leaned in closer to him. He could smell her shampoo. He'd never liked the smell of citrus shampoo before he met her. He'd never liked much of anything before he met her.

The sweatshirt was ratty now. It was over five years old, and every year he got a new one when he ran with Pam. Yet, he recognized that one anywhere. That was the sweatshirt The one he'd kept just because of that memory. He knew it was by the grass stains on the back of the shirt, the way it fit her so perfectly, the way it still smelled a bit like her citrus shampoo. He smiled as he thought of the memory, and he wondered, for a moment, what it meant that she had picked out THAT sweatshirt. The memory sweatshirt.

He heard a soft sound escape her lips and was jolted back to the here and now. Pam. He had to focus on her. Not what she used to be, but who she was now. He looked past her at the picture she was staring at, and he smiled. It was one of his favorite pictures. He and Charlotte at her fourth birthday party. He'd have to remember to tell her about that.

He reached out and touched her shoulder lightly, and he felt her jump a bit under his touch. She turned to look at him and opened her mouth, but he could see easily she just needed someone to hug her. He wasn't looking for her to speak; he was just looking for her to be open to him, to let him in. He wrapped his arms around her and pulled her in for a hug as she wept. When she pulled away, he saw her examine his face. She looked at him in horror, tears falling freely. When she reached out to touch it, he flinched, as any toddler child would when you got close to their latest bruise or cut. He heard her yelp at the thought of hurting him, and then watched as she went crashing to the floor, the tears so loud she could hardly breathe.

He sat down beside her and pulled her into his arms, holding her as she continued to sob. He wasn't sure which part of her he was sobbing for, but he knew that she was doing heavy crying for more than one part of her life. More than one part of her heart had been shattered in the past 24 hours, and he knew that. But he also knew that he wanted to help her rebuild it. As she settled into his arms and her crying slowly ceased, he thought about what he could do to help her. And that's when he understood. She might not need to speak words, but that didn't mean she didn't need to hear them. And so he opened his mouth.

"Pam." He said softly, brushing the hair out of her eyes. She looked at him, her eyes dark and sad. "I know you don't want to talk, and that's fine with me. Honest, it is. I am perfectly okay with your nunnery-like vow of silence." She smiled softly and he continued. "But, I need to talk. So do you think you can listen?"

She nodded lightly and looked up at him, settling into his chest. He held her closer before continuing. "I remember the first day I met you. I'm not sure if you remember it, but my life hasn't been the same since." He looked down at her head, feeling the strange excitement that came with speaking the truth. With letting others in. "I walked into Dunder-Mifflin, and there was this receptionist sitting at the counter, taking phone calls. And let me tell you, she was beautiful. I never was one for curly hair, but when I saw you… I don't know, Pam… It was like all of my old preferences went out the window, and they were replaced by you.

"I came up to you and said, 'Hi, I'm Jim Halpert, I'm the new salesman.' You were such a smart aleck, and at first I wasn't sure if you were being silly or not, but I remember you said, 'Hi, I'm Pam. I'm the old receptionist.' It made me laugh. Pretty soon we were both giggling. And then, the moment that will go down in history as the minute I knew I loved you. You said, 'Enjoy this moment, because you're never going to go back to this time before you met your desk mate, Dwight.' And you nodded towards him, and there he was, eating frog legs at ten a.m. and I knew we were going to be great friends."

She smiled lightly to herself, unsure of whether or not he could see her.

"And then, I don't know Pam… I spent the next three years falling in love with you. Falling head over heels for you. To the point where all I wanted to do was be with you. My life was just a series of waiting between when I'd last seen you and when I was going to see you next. Mondays became the best day of the week because of your face. Fridays were horrible. I lived to go to work and see you. I planned the times when I could go sneak jellybeans off your desk. It just… It seemed like everything meant nothing unless you were at the center of it."

He felt her move against his chest, and he smiled as he felt her warm body against him.

"I spent three years trying to deny I loved you. I didn't want to ruin your life or your relationships. I wanted you to be happy. I wanted you to be so completely happy that you had no idea how to be sad. And I was okay if you were happy without me. I was miserable without you, but as long as you were happy, that miserable was bearable. I could deal with miserable. Just as long as you were happy. All I ever wanted was for you to be happy.

"But then, it started to seem like you weren't so happy… You started to come in with sad faces… I had to work harder to cheer you up. You weren't as interested in pranks anymore, and sometimes, I'd watch you from the kitchen, and I saw that you only smiled when I was there. You fake-smiled for other people, but for me… I got to see the beautiful, genuine smile… And it made me go weak at the knees every time… And I started thinking, what if she isn't happy? What if that smile is proof to me that she'd be happy with me? What if it was possible for both of us to be happy at the same time?"

Her head was still buried in his head. At first, he wondered if he should continue. He didn't want to hurt her more than he had already… But he knew he should. He had to continue. He had to tell her. And now was the right time.

"So I made it my goal each day to make you smile. To make you laugh. And it worked. And then I heard…" He hesitated over Roy's name, unsure of how she would react to hearing it. "Roy say that your engagements didn't count… And I don't know, it drove me over the top. I knew you deserved better, and more. And I knew I was better than him… As horrible as I am, I'm still better than him. And I thought, why not try?

"So I told you. I stood there on Casino Night, looked you in the eye, and told you I was in love with you. And then I walked away. I got halfway down the block when I realized I hadn't showed you that I loved you. I'd just told you. I knew that wouldn't cut it for you. I ran upstairs and tried to muster as much of my feelings as I could into that kiss… But I must not have mustered enough of them because I walked away broken-hearted."

He paused, and he could feel her sniffling against his chest. He considered stopping, but he couldn't. She needed to hear this.

"I ran away, Pam. I know I did. I know I made a mistake… But I was so overwhelmed with love for you. From the moment I stepped foot at Dunder-Mifflin, you'd become my life. Everything had revolved around you… The possibility of us. Wanting you to be happy. And I knew you weren't happy. You weren't happy at all. And I didn't know how to fix it, outside of loving you. And I couldn't stand to watch it, knowing that I couldn't fix it. And I did the wrong thing. I left you. I left you unhappy and upset, in a relationship that I knew was horrible for you."

He could feel the tears clogging his throat and he wrapped his arms tighter around her as he continued, the tears evident in his voice.

"I know you needed me. Now, I know that… I didn't then. I took your rejection as a complete rejection, and I know you didn't mean it that way. You meant it in just the physical, sexual relationship sense. You didn't mean it in the friends sense. But, call me stupid, I thought you did. And I couldn't bear to be there while you were so miserable, knowing we weren't okay. And I didn't know what my life looked like outside of you. And I couldn't figure that out in Scranton, so I left. I moved to Stamford to figure out what my life was like without you. I tried to move on. But all I could see was your face. Your curls. Your eyes. I tried to hide it. I tried to make you go away. I tried it through working extra hard, changing what I looked like, even dating other girls just to get you off my mind, but it didn't work, Pam. It didn't work.

"By the time I figured that out, we were so far gone I didn't know how to get us back. I was both scared and relieved when the Stamford branch closed and I got moved back to Scranton. I wanted to be there for you this time. I wanted so desperately to be there for you… But it was hard, and awkward. You were with Roy again. You hadn't gotten married, which I was glad about, but you were still with him."

He was crying now. Speaking through his tears. His throat seemed so small. He felt like there was no air in the room.

"I saw you come in one day, and it hit me, what he'd been doing to you. I knew, Pam. I knew, and I didn't save you. I waited. Too long. I didn't want to ruin things for you again. I didn't want to ruin our friendship any more than I already had. I wanted us to be close again. And I wanted you to stop hurting. I so desperately wanted you to stop hurting. I've always loved you. I've always wanted what's best for you. And I've always acted wrongly when trying to show you that."

He cleared his throat and continued. Her body felt heavier now, as if she was letting the weight of his confession sink in.

"I convinced myself I was over you. I purposely stayed away from you because I didn't want to make it awkward, or weird. And then you called me last night. I hadn't talked to you in so long, and you called me. At four in the morning. You didn't even say a word. You breathed into the phone, and I heard you sniffle, and I knew it was you. Down in the pit of my stomach I felt it. I knew it from the tips of my toes to the top of my head.

"And I wondered. Is that what being in love is like? Is it being able to pick out the sniffle and the breaths of another person? I drove over to you, brought you to my place and watched you sleep. I watched you sleep for nine hours, Pam. I just sat there and watched. I thought about us, our lives, where we've come from, where we've been. And I realized something as I was laying there in bed, holding you."

He stopped and then touched her fingers. "Look at me. I want you to look at me." He said softly. She pulled away from his embrace and held his hands, looking into his eyes. She could see the love he had for her, the resentment he held at himself for letting himself walk away from her. How sorry he was. Her eyes returned the same sentiment. Fear clouded them, but he could see where the clarity of trust was beginning to wash away the fog of fear.

"I never stopped loving you, Pam." He said, cupping her face in his hands. "I am in love with you from the top of my head to the tips of my toes." He smiled lightly at her. "That might be scary for you to hear, and I understand that. I'm not looking for anything from you. I just need you to know that I love you. And I'm in this. You're the most important person in my life, and my relationship with you… it makes me come alive. I am one hundred percent yours. I'll never be anyone else's. And I don't care if you shoot me down, I'm still going to be the one that's always there for you. You're it. You're my girl, I know that. It doesn't mean we have to be in a relationship, I know you're not ready for that. But I need you to know that I will never hurt you. I will never lay a finger on you. I only want to protect you. I only want to love you."

She smiled softly, tears forming like crystals in her eyes. She nodded and leaned into him, embracing him. He wrapped his arms tightly around her and hugged her back, completely positive he could stay wrapped in the moment forever.

So, what do you think? Review, please!!!