A/N: Thank you Ingrid Michaelson for the song.

I don't have a whole lot to say right now because I'm rushing offline BUT I really hope you enjoy it! I was inspired by a certain video's "intense" scene. Oh, and because I was in such a rush, I didn't get to go over and really edit much. So if there are some misspellings or errors of the like, I will fix them later on. I'm just really into getting this up! Hope you all enjoy!

Keep Breathing

"Penny!"

"Daddy!" The little girl runs full force in the direction of her father's open arms. Lucas crouches down, one knee on the floor in the doorway of Haley and Nathan's home. She'd been laying on her stomach in the living room, coloring on empty music sheets and humming to herself when he'd walked into the house.

Grace is with him, and the second Penny sees her, she changes directions. She flies past her father's waiting embrace and instead tackles her best friend.

Dumbfounded, Lucas looks up to where Nathan is sitting just a few feet away, stuck in the middle of an epic video game basketball tournament with Jamie. Nathan just chuckles as Lucas stands up and looks at the two girls hugging. "Face it Luke, you're just not as important as best friends."

A chuckle comes from across the room where Haley's just peeked her head out from the kitchen. Brian's sitting on a blanket on the floor in front of his father and brother. "Speaking of best friends.." Lucas says as he walks over to the dark haired woman in her apron, pulls her into a hug and kisses her cheek.

Haley perks a brow but didn't turn away from the hug, "Well someone's in a good mood this morning."

"Like you wouldn't believe." He answers honestly. Today Lucas had woken up feeling more incredible then he thought he could ever feel. He could see now that he and Brooke had been growing closer over the years, even before Peyton had died. She had always been there for him before that point and had continued to be there for him after him. She was there for his daughter and with her around, Lucas had no worries that Penny wouldn't understand what it felt like to have a mother.

Brooke had pretty much become that to her.

He smiles and when he looks over at his brother, he sees him staring back. "What?" Lucas asks as he walks over to a chair to the right of the couch he and Jamie sit. The game is now on pause and the eleven year old is looking back and forth between the two a little curiously.

It's Nathan who can see it. Not only does he know his brother, but he knows that kind of smile you get after a night of love making. Lucas has that look on his face like Nathan had never seen before. He doesn't even remember Jamie is beside him until the sentance is halfway out. "You and Brooke.." He stops, looks at his son, and then back to Lucas. He quickly substitutes the rest of the sentance with, "got a car last night, did you?"

Lucas's eyes widen and his hands go to the arms of the chair, almost like he was holding on for an electric shock. "I.. we.. what?" He looks across the room towards Haley, almost looking for a distraction but she's staring at him with that same expression her husband wore. She was going to be no help at all.

Clearing his throat, Lucas shakes his head and tries to relax in the chair so it doesn't look so obvious. "We did not.. get a new car."

Leave it to Nathan to chuckle and add, "Well you definitely took one for a ride."

Jamie, who firsts notices his mother come up to stand at the back of the couch, is still a little confused. Why would getting a new car be such a big deal? But his parents seemed to think it was a big deal. "Why did you get a new car, Uncle Luke?" Now he's slightly concerned as to what kind of car he'd gotten.

Knowing what 'getting a new car' really meant, Lucas looks at his nephew in shock, not making the distinction between what they meant by the statement and what the younger boy meant. "You're way too young to know about things like that."

Still confused, Jamie blinks a couple of times and asks, "Cars?" He shouldn't know about cars?

Haley can see that Lucas is struggling like a worm on a wire, so she decides to stop the torture for now. Inside, she feels a rush of excitement though. She'd been on Team Brooke from the beginning, though as Lucas's friend, she would always support him in whatever decision he made. Well, mostly. "Okay, I think that's enough talk about cars." She rubs her hands on Jamie's slightly unkempt hair and kisses the top of his head. "Why don't you take the girls out back and play on the swings for a little while? I'll make you guys a snack."

Jamie shrugs. He was lost in this conversation anyway. He rises, collects the two gabbing girls and starts to walk out back with them. He likes being older than the girls, but sometimes he wishes he was old enough to be part of the adult conversation.

Lucas watches him go, waving at the girls. Once they're outside, he turns to see both Nathan and Haley with their eyes on him. He suddenly feels like he's in the middle of an interrogation. His hands go to the arms of the chair and he uses them to push himself up. He's halfway there when Haley rushes around the couch and pushes him back down. "No way mister, you definitely have that.. look. I want details."

Nathan turns interested eyes to his wife. "You want details?" He snickers, "That's hot."

Her hand reaches over to backhand him in the chest. "You know what I mean. Not details-details, but.." She waves her hand in front of her face and after she struggles with explaining herself, she gives up to turns towards Lucas. "Where's Brooke?"

Oh boy. "She had to run to the shop." Lucas answers.

This was going to be a long afternoon. He could tell.

* * *

The day couldn't have had a better beginning. Brooke had gotten to have breakfast with Grace and Luke, and had only even left the house because she had to stop by her store. She'd considered phoning it in today but she knew Millie would be busy, and she hadn't wanted to call Sam. The girl had college to worry about. And her mom was back in New York, so for now it was just a little piece of the day she'd have to sacrifice.

Her mind was already on anything but work as she got out of her car, and flipped through her keys to get the one for the shop. She turns it in the lock, then walks in and flips on the light. She makes sure the closed sign is still up before she locks the door behind her. She only had to work until two today.

Maybe she and Lucas could take the girls to the beach.

As she turns, the icy hand of fear grips around her heart and she lets out a cry at the dark figure that's standing just a few feet away. Her pulse jumps in her throat and the first thing she thinks is about that one horrible night when she'd be alone here, much like she was now.

She reacts before she can stop to recognize the voice that said her name. Her hand curls around the mace she carried since that attack and she sprays it while backing up towards the door. Though the fear was blinding, it wasn't deafening and it only took a handfull of seconds to realize that she knew exactly who it was.

Brooke stops spraying and squeals, "What the hell are you doing here? What were you thinking?" Anyone who had known her, knew they never snuck up on her, especially in this store. Her heart still hadn't gotten out of her throat yet.

"Damnit Brooke!" Julian hisses, eyes closed and watering. He'd never been maced before and it really stung. "I said your name."

"I didn't hear you." She said, shaking her head. Well, come to think about it, she had heard her name.. but it was dark in here and she wasn't about to wait to see what someone who was waiting for her in her store wanting to say before attacking.

Brooke drops her purse and goes over to Julian. One hand goes to his back, the other on the bend of his elbow, as she leads him to a bench. "Here, sit down. I'll get you some water." Once he's down, she leaves his side and gets a handfull of paper towels. She wets them with cold water from the back. In the mirror though, she notices an almost empty liquor bottle on the floor. Had he been here all night?

* * *

There's an intense staring match going on that Lucas Scott feels he is losing. Across the kitchen counter, his childhood best friend waits with a look of anticipation on her face. He still hadn't talked about what happened the night before, and she was dying to know. Beside her, Nathan stood with his arms over his chest, an amused look on his face. Lucas just leaned back against the counter, trying to hold onto his resolve not to say anything.

But that's cracking to pieces.

He puts his hands down on the counter to either side of him and lets out a sigh. "You two can't be serious."

Haley looks at Nathan with a brow perk and then looks back at Lucas. "Come on Luke, this has been a long time coming and now that it's happened, we just want to know what it means."

That seemed like a good, diplomatic answer. He appreciates Haley for not just attacking him over details of the night again. His eyes turn down to look at his shoes and he lets out a sigh, "I don't really know what it means. It's not like we talked about it. We fell asleep after we.."

"Had sex." Nathan finishes for him, warranting a glare from his brother. He shrugs, "What? I just want to hear you admit it."

Haley, instead of reprimanding her husband, just nods and continues to stare at Lucas.

He sighs, "Okay, okay. Fine. I'll admit it. We slept together. But we really didn't talk."

"I bet you didn't." Nathan mumbles under his breath, bemused. A hand shoots back as Haley smacks his chest and he clears his throat, "Sorry. Continue."

Lucas shakes his head as he stares down at the counter top. The night before had been something special. He had slept with Brooke before, not in many years, but he remembered the experience. It wasn't a feeling he would duplicate, and what he felt last night had been all of those feelings he'd had as a teenager amplified one thousand percent. Her skin had been smooth, her lips soft, her body full and beautiful. The smile crosses his face as he lets the memories flood over him like waves onto the shore.

Brooke opens her eyes, her enchanting dark eyes that had always pulled him in. He reaches his hand up and gently brushes his fingertips along her pink cheek. "You're beautiful.." he whispers as he leans in and kisses her lips.

As he pulls from the kiss so he could see her face again, he notices that her cheeks had reddened just a little more. "Lucas.."

"It's true." He continues to whisper, moving his kisses now down from her earlobe and into the hollow of her neck. The fact that he could see her surprise when he told her that made his stomach knot. Someone as special and wonderful as Brooke Davis should hear how beautiful and amazing she is every single day.

"You're totally thinking about it right now, aren't you?" The voice that broke through his thoughts was the slightly horrified shrill from Haley.

He looks up at her and then chuckles, "Maybe."

"Okay, that's gross."

Nathan, having his brother's back, puts his hand out to stop her from leaving the room and pulls her up against his chest. She playfully struggles against him as he holds her, whispering against her ear. Lucas watches as the smile widens his face.

Grace walks into her bedroom and before Brooke can head down the hallway, Lucas reaches his hand out and catches her around the waist. She giggles as he pulls her body back against his chest. "Lucas!" She half-whispers, half-hisses. "What if Grace sees?"

"I know," he says in a small voice. "I just can''t help myself. I want to kiss you." He places a small one against her shoulder and then he loosens his grip so that she can turn in his arms. Her hands touch his chest as his rest against her hips. He lowers his mouth and brushes his lips across hers.

"Ew. He's doing it again." Haley reaches for a dish rag from the kitchen counter and throws it in Lucas's face, dragging him out of another day dream.

He looks up to see her back against Nathan, his arms around her. That's what Lucas wants. He wants to hold Brooke like that for the whole world to see. They've been a family since the moment Penny was born, whether they had realized it or not.

Lucas grabs the dish rag she'd thrown, and tosses it back at them. "Get a room." He smiles to himself though. He couldn't wait til he could see Brooke. He wants to tell her how he feels, he wants to be with her. He's always wanted it.

* * *

Brooke sits on the bench beside Julian as she pats the wet paper towel against his eyes. He has red rings around them now, and they're still glassy, but he seems to be able to open them without any pain now. She lets out a sigh, "You'd think you'd know not to sneak up on me when I'm alone in the shop." She'd been fidgety for as long as she could remember. Being attacked would do that to you.

"I didn't sneak up on you." Julian grumbles under his breath. "I said your name, you just didn't hear me before you decided to melt my eyes with acid."

She shakes her head, "Don't be so dramatic. It's mace, and you're not even tearing up anymore."

He reaches up, takes the wet paper towel from her hand and then stands. He walks over to the front counter and puts his hands on it. "We can't even talk for one minute before having a fight." He states. It was true. So much had happened between the two of them and now it was all just a big pile of rubble on the ground. He didn't even remember it falling down.

Brooke watches him lean on the counter, head slumped, arms straight. He often looked like that when he was thinking something serious. She knew from watching him work a long time ago. Despite all the time that's passed, he hasn't changed. "What were you doing here?" She finally asks, not in an angry or accusatory voice. Now it was solely full of concern.

She couldn't help the fact she had a caring heart. And whether or not he'd been around, he was still Grace's father. Of course she cared about his well-being.

Julian doesn't say anything for a handfull of moments, instead he dives into memories of when his life was less hectic. He used to be happy here in Tree Hill. It wasn't his home, but he had liked it. He'd liked it because he'd been with Brooke, and that was all that had mattered. Then they had broken up shortly before Lucas and Peyton's wedding.

After that everything had just happened so quickly. He'd received the call that Peyton died, came back for the funeral, and that night, he and Brooke had reconciled. They'd also conceived Grace that night.

He could admit that some part of him knew that Brooke was pregnant before she had taken the pregnancy test. He remembered waking up one morning and seeing her crouched on the floor in front of the toilet. He hadn't gone to her because she didn't see him, so he just went back to bed. When she'd flushed the toilet, brushed her teeth and finally came back out, he'd acted like he was still asleep.. but he knew it wasn't the flu. Something inside told him she was pregnant, and he'd been pretty much running ever since.

"Julian.."

He felt the hand at his back and listened to her voice from just inches away. This was still Brooke Davis, and once upon a time, she had been in love with him. "I couldn't go home after I got your message. I was looking for Grace and when I heard your voice say that Lucas had found her.." He shakes his head, not turning to look at her quite yet.

She doesn't know what to say. Was she supposed to feel sorry that he didn't like that Lucas had found her before he did? Well she wasn't going to do that. She wasn't about to feel that way. She didn't care who had found her daughter so long as she was home now. "If you're going to get into another fit about Lucas being part of her life, then I really don't--"

"No," Julian says, cutting her off. "It's not that."

"Then what is it?" The last thing she means to sound is impatient, but it was so easy to go on the defensive around him. Especially when he mentioned Lucas.

He finally turns, his back against the counter as he looks towards the front door. He lets out a sigh because it was becoming especially clear to him now of what was happening. "I remember when I fell in love with you. I know I told you before but it was that.. stupid dance. You were right here.." He steps forward and stands in the spot. He can almost see it like it was happening in a movie. Right now, the boy was going to have to say something very important if he wanted to get the girl back. Because he could see that he was losing her.

Pan left.

He turns his head and looks at her. "In this very spot. Do you remember?"

Of course she remembered.

Brooke raises her eyes to look at him as she crosses her arms over her chest. She had been so embarassed when he came in and caught her dancing. But he had been so charming back then, and she'd just eaten it up. "What does this have to do with anything?" She asks.

"I miss you, Brooke." He spouts. This was the part where the audience swoons. They see a character that is flawed, but full of heart. One that's taking a huge leap of faith and putting his heart out there. He sees the shock on her face and walks over to her. He puts his hands on her wrists. "Did you ever miss me?"

It's the last thing that she expected. She almost feels like she's blind sided. It takes a second to regain herself, but after a few slow breaths, she nods, "Of course I did. But it was never about me."

Maybe he was taking his big leap of faith with the wrong girl. "It was about Grace." He says quietly.

How long had she been waiting for him to realize this? "She misses you too, Julian. All she wants is to know that her father wants to be there for her more than he wants to be anywhere else. Do you have any idea how much that little girl looks up to you?"

Julian looks down. This isn't something he didn't know but everything had just happened so quickly. "I wasn't ready to be a father."

"That doesn't stop you from becoming one." Brooke answers easily. "You need to be there for her Julian, or someone else will be." It wasn't a threat, it was the truth. One day, if he didn't watch, Grace would be calling someone else daddy and Julian would be reduced to the guy that just got her mother pregnant. She watches him and wonders how much is really getting through to him. They'd argued about this a million times in the past but never had they had a conversation without yelling.

He perks a brow. His voice is low, monotone, as he asks, "Like Lucas Scott?"

Brooke doesn't answer, but that's answer enough for him. Maybe that's exactly what it was going to mean. That was exactly what has been happening. Lucas has been there for her, for his daughter, while he was off making his movies. "She's my daughter."

"I know that. Do you?"

"Of course I know she is." He looks at the expression on her face. She doesn't seem like she was affected at all by what he'd said about her, about missing her, but now.. now that they talk about Grace, it's full of emotion. Now was the time for something big. "I messed up, Brooke."

His words take her by surprise, but she lets him continue.

"I made a mistake. I was scared and I started to run, and I just didn't know how to stop. Can you understand that?" Julian felt like he was losing Brooke, if she wasn't already lost, but he still had a chance with Grace.

He watches her struggle for an answer and it feels like a knife slicing through him, hot metal through soft butter. After a few seconds, he just nods and looks away from her.

Brooke lets out a breath because while he was up all night, she was in bed with another man. One she had given her heart to, her whole heart, a long time ago. But she'd never gotten it all back. It had filled with a new love when she'd had Grace, but there was always a part of it that had been with that man. She had hidden that fact for years, letting him find his own way. She loved Lucas and felt that he deserved to find what he wanted on his own. Maybe she even gave him permission to love Peyton, that night so long ago in high school. And once upon a time she had regretted that. But then she'd grown up.

And now, she wouldn't change it for the world. She and Lucas understood each other on so many new levels, and without that choice, he would have never had that wonderful little girl that had changed his world.

She can't lie to him. She'd been lied to before and it hurt worse to find out about it herself then it would have if she'd just been told in the first place. Brooke presses her lips together, gathers her courage and steps up to him. "Lucas spent the night."

Julian holds his breath, "Did you sleep with him?"

Looking at Julian now, she feels the first throb of guilt. There was an ache for the girl she had been so very long ago, and the boy that now stood in front of her.

She breathes, "Yes."

* * *

Lucas sits on his living room couch as a very pretty blonde girl rests against his chest. Penny always sleeps so easily when she can listen to her father's breathe. He had wanted to put her in her bed but didn't get up just yet. Grace is still wide awake, laying on her stomach against the carpet as she colors in her Disney Princess coloring book.

He watches her with a smile on his face. When he told her it was time to relax for nap time, she'd simply thought about it, then shook her head. "I appreciate the offer, Uncle Lucas, but i'm going to have to pass." She'd said, then went back to coloring. He could imagine the little girl listening in on her mother's work calls. She had sounded just like Brooke when she'd said that, using words that were much too big for a four year old.

However, he'd been amused and couldn't seem to force her to go lay down after that. Besides, he was in a great mood today.

After spending a couple of hours with Nathan, Haley and Jamie, getting grilled most of the time over his night, he brought the girls home, made them macaroni and cheese for lunch and here they were. Brooke had mentioned she would be by around lunch time, so Lucas was going to get up and heat up some of the macaroni when he heard the knock at the door.

Grace looks up and is already on her feet before Lucas can even sit up. She runs at the door.

"Ask who it is first. Gracie." Lucas reminds her. After her incident of letting mormons into the house not long ago, they had both made a point to remind her not to just open the door to anyone.

She puts her hands on the door like she's cupping her mouth and then leans in to try and talk through the space between it and the door frame. Her voice is muffled as she asks, "Who's there?"

As Lucas rolls himself up, he carefully rests Penny down against the cushions, and hears the voice on the other side of the door.

"It's mommy." Brooke's voice says back through the door.

Grace doesn't waste any time as she opens the door and throws both her arms around Brooke's legs. "I was waiting for you mama!" She exclaims. "I colored you a picture. Do you want to see?"

This wasn't the part that Brooke had been looking forward to, but she smiled at her young daughter as she ran her fingers through the little girl's hair. "Yeah, I'd really like that."

Satisfied with that, Grace runs into the room, almost barrelling Lucas over once he was standing, grabs her picture and runs back to her mom, holding it high up in the air for her to see. "It's Belle, see Mama? And she has the rose, and the beast is watching her."

Beauty and the Beast is Grace's favorite story.

Brooke lifts her eyes when she sees the tall figure come to stand in front of the door. She can't look at Lucas for long or she's sure she fall into him. She couldn't do that.

Lucas can see something wrong with Brooke. She looks troubled and his first instinct is to comfort her. Had something happened at the shop? Why did she look like she had that strong face on, the one she wore when she didn't want anyone to see she was hurting. She'd worn that face so many times over the years. Sometimes she had worn it to protect herself from heartache, something she had been afraid of because of his own actions. Now it was something else and all he wanted to do was reach for her.

With concern clouding his voice, he asks, "Why don't you come in? I was just about to heat up some lunch for you."

She doesn't move for a second. God, how that offer sounded good! She would love to go in and spend the afternoon with him, watching their girls playing together, talking and laughing.. It sounded like heaven. Now she just wishes she hadn't left for the shop that morning. She should have just stayed in bed. "I can't." She says in a small voice.

After she clears her throat, she looks down at Grace. "Go ahead and get your stuff, baby. We're going home."

Lucas and Grace both spoke at the same time with a quick, "We are?" "You are?"

Brooke takes a breath and nods, hiding her emotions with a pretty smile. She tucks Grace's hair behind her ear. "Yes, we are. Go ahead and hurry up."

She watches as her daughter turns away and heads back into the living room to start gathering her things. For a moment she changes her mind, but she knows she can't. She needs to do right by her little girl. It was all about Grace now, and that's how it should be. That's how Brooke wanted it to be.

It's Lucas that's staring at her with a confused expression on his face. Brooke hasn't looked up at him. His stomach was heavy with nerves now, "What's going on?" He asks nervously. He has a feeling that he's really not going to like this answer, but he has to know.

It would be better to just get it all out. "I can't do this, Lucas." Her chest tightens and she can already feel her nose starting to tingle, the way it always does when she's about to cry. She doesn't want to cry in front of Lucas though. No, she needed to be serious about this. She needs him to understand.

"What are you talking about?" He questions her.

"This, us, I can't do it." But I want to, she adds mentally. How long has she been in love with Lucas? Now that she felt close to getting to experience it, she was going to walk away from it. And not because it was safer. She'd long since come to trust Lucas with her most important parts: her daughter, and her heart.

"But what about last night.."

"It was a mistake." She says quickly. The knot in her throat tightens and it's hard to talk around it. Her eyes dart away so that he can't see the shadows in them. "You'd just found Grace, and you walked me home.. I reacted. We shouldn't have done what we did."

He can't believe what he's hearing. "You don't believe it was a mistake anymore than I do." Brooke had changed a lot over the years, and Lucas had been lucky to witness it. She wasn't the girl in high school that made mistakes like that, not when they were as important as who she made love to. "Why are you doing this?" The shock from her words slowly dissipates and now he's left with this feeling of panic, of emptiness, like he was about to lose her.

Brooke struggles hard not to let the tear slip from her eye but when she blinks, one springs out and rolls down her cheek. He was right. She didn't think what happened was a mistake. Far from it. She can't think of what to say so she just keeps her mouth shut. If she didn't say anything, she wouldn't cry, and if she didn't cry, he wouldn't find out that she was breaking inside.

But he knew her too well for that. As his eyes catch the motion of that tear, he reaches up and gently brushes the back of his fingertips across her cheek, drying the tear away. Then he turns his hand over so he can cup the side of her face. He sees her struggle not to look at him but slowly, her eyes start to rise up until they meet his. "Whatever it is, you can tell me."

She still doesn't say anything but her lips are pressed together, like she's holding something in.

"Brooke.." His voice is a plea. He didn't want to lose her. He couldn't lose her. He wouldn't be able to get over that loss.

It would be so easy to give in.

"All ready, mama!" Grace happily proclaims.

Brooke jumps away from Lucas and crouches so she can scoop her daughter up in her arms. "Alright, let's go." She doesn't look back, because she's sure that she'll go back if she does. Instead, she clings onto Grace as she carries her to the car.

Grace is surprised when she sees Julian in the driver's seat. She squeals in excitement and starts talking to him a mile a minute as he turns the car on. Brooke, now in the front seat, looks out the window to where Lucas is still standing in the front door. She can see the look on his face and she knows that he sees Julian. She hadn't wanted to do this, but it was the right thing.

She had to keep telling herself that.

Noticing that Brooke hasn't turned her head away, Julian reaches over and puts his hand on her thigh. "Hey, you alright?"

Hiding that sadness, Brooke turns her head with a smile on her face. She nods, "Yeah, fine." Truthfully, she was anything but. It helped though to hear the happy chatter from the backseat. Grace was happy and that's what really mattered.

As the car pulled away from the Scott house, Brooke touches her hand to the cheek that Lucas had touched, but she doesn't say a thing.

Thank you for reading. Please review. Good or bad, just don't be cruel. :)