If Michael hadn't been asleep on Elizabeth's living room floor, Jason probably would have stormed out and not looked back. He had tried so hard to distance himself from talking about his ex-girlfriend. Talking about her didn't change anything. Jason had accepted long ago that Carly was gone; he knew Michael didn't remember his mother at all and it was for the best. But now Elizabeth, of all people, wanted to talk about Carly.

Jason sank down on the couch, his face in his hands, while he listened to Michael's slow, easy breathing. Somewhere in the back of his mind he heard Elizabeth's bedroom door click shut and the soft strands of a guitar flood from under the door and through the walls. The music bled into the living room and mixed with the warmth he felt there.

He'd hurt her the way he'd simply shut down. Instead of talking to her about Carly he turned into a dish-drying machine, paying attention only to the dishes Elizabeth stacked in the drainer. Even though it had been years since Carly had left him, the wounds sometimes felt fresh and Carly was given the power to hurt him all over again. Jason ground his palms into his eyes pushing the tears back inside of him. A large part of him wanted to grab Michael and leave. Jason knew Elizabeth would understand; but it would only hurt her more.

He stood and took one last look at his sleeping son before leaving the living room, in search of Elizabeth's room. The music led him to her. The song was soft and slow. A goodbye song, he realized. "Christ, why is she listening to this?" he muttered. Swallowing his pride, Jason quickly knocked on the door.

Elizabeth had changed into a black tank top and pajama pants and pulled her hair back in a pony tail. She yanked the door open and glared up at him. "What do you want?" she asked, harshly.

Her tone stung him. "I…" he began. Hell, he didn't even know what he wanted. He stood staring at her, trying to empty his feelings into her heart. Trying to make her understand his pain. "Can I come in?" Jason finally asked.

"Why don't we go to the living room?" Not waiting for his answer, Elizabeth pulled her bedroom door shut and started down the hall.

"Michael's asleep," Jason managed to say. "I don't want to wake him. I'm guessing he didn't take a nap when he came home from school?"

Elizabeth wrapped her arms protectively around her and shook her head. Looking away, she sighed heavily. Jason could see her tears when she looked back at him, he hated the way her lower lip trembled with emotion. "I want to talk to you," he told her.

"You don't have to," she retorted. "I don't want you to do anything you don't want to do."

"Elizabeth," he sighed. Jason closed the distance between them as the CD in her room began to repeat the soft guitar strands. He was afraid to touch her, but afraid to not touch her. She looked so fragile standing there in the dim hall light. "Can we go back in your room and talk?"

"Jason–"

"I need to talk to you, Elizabeth." In his voice, he tried to convey his need. He wanted her to understand just how much he needed to talk about this with someone. No, not just someone—Elizabeth. His best friend.

"I guess," Elizabeth complied. Moving past him, but not touching him she opened her bedroom door and walked in. He moved past her as she went to the CD player and began pushing buttons. "Do you care if I leave this on?"

"No," he answered. "It's nice, I like it. I don't listen to much music other than Barney and Sesame Street these days. Who is it?"

"Michelle Branch." Elizabeth reached for the stack of CDs and began shuffling through them. "If she's not okay with you, I have others. Train, Nickelback, Linkin Park, I even have this Willie Nelson CD Zander gave to me as a gag."

"She's fine, Elizabeth. Plus, I kind of like this song…seems very fitting for the conversation we're about to have."

Elizabeth laughed softly. It did seem to fit their conversation. "Why'd you react to me like that? You just went all cold and distant on me, Jason."

Jason clenched his fists at his side as she admitted he'd hurt her. He closed his eyes and sighed deeply. "I didn't mean to. It's just... Carly is something I've always kept extremely private."

"Something you can continue to keep private," she told him. "You don't have to tell me this, I already told you."

"I told you before all the reasons I fell in love with Carly. All the reasons it hurt me so much that she left, but I've never really sat down and considered how much it confused Michael. He asked me about four months ago if we could get him a new Mommy."

Elizabeth nodded. "He said the same thing to me today," she told him. She paused to lick her lips, then continued, "He seemed to withdraw from me after that."

"Yeah?" he asked. Jason moved further into the room, closing the door behind him, and sat on her bed. "He asked me if you could be his new Mommy."

Instead of going to the bed, Elizabeth pulled the roller chair from under her desk and sat down. She balanced one hand on the desk and she pulled her legs up under her. "That explains it, then."

"Explains what?"

"Why he shut down on me, too. He told me you liked me, and was looking up at me with those big blue eyes all full of hope, then I told him, 'Yeah, your dad and I are good friends.' I jerked the world out from under him."

Jason laughed softly. All the pain he'd felt before seemed to have disappeared as soon as he saw Elizabeth's smile. "Let's face it, my kid is in love with you."

"I'm crazy about him, too," she admitted. Elizabeth forced herself to look at him, only to find him staring at her. She couldn't describe the look on his face, or the emotion in his eyes. It only made her feel… Except she wasn't ready to admit to herself what being around him made her feel. "Anyway, back to Carly."

"I really, really don't want to talk about Carly, Elizabeth."

"Oh," she whispered. Her gaze locked with his and something passed between them. Some kind of understanding about Carly. "We don't have to talk about Carly then."

"So…" Jason began. "What do you want to do?"

"We could bake," she suggested suddenly. Realizing how lame that sounded, she backpedaled, "Or not." Embarrassed, Elizabeth covered her face with her hands. "I didn't really just say that, did I?"

"Afraid so," he teased. "But it's okay. I've said some pretty lame things in my day."

"You know, this you isn't so lame. I used to wonder about JQ sometimes, though. I mean, I loved him just like I love you, but he was so…" she trailed off, searching for the appropriate word.

"Boring?" Jason offered. His smile widened as he thought of adjectives to describe his former self. "Spineless? Arrogant? Mama's boy? And well…perfect. Need I go on?"

"I was thinking more along the lines of flat, but those work too." It felt good to see him smile, Elizabeth thought. "How'd it go for you in PC after I left?"

"It went," he replied offhandedly. "I wasn't there much longer than you were. Monica, Alan, hell all of the Qs tried to warn me about Carly. I was so hard headed."

"Yeah, you're kind of a brat that way," she joked. Elizabeth hated that the feeling of seriousness had fallen over them again. An idea came to her and she stood from the chair and went to him. But first, she needed to tell him something. Elizabeth crouched in front of where he sat on the bed, bracing herself by putting a hand on each of his rock solid thighs. "Jase, you have to know that they love you."

"I know they love me," Jason confided. He looked down as she looked up at him. Before he knew what was happening Jason was pushing an errant curl away from her eyes. "It took them two years, though. And sometimes I still wonder about Edward and Alan."

"As long as you know that, Jason." Pushing herself up, Elizabeth was surprised when Jason caught her wrists and pulled her between his open legs. "Jason?" she asked.

"Shhh," he whispered. He released her arms and settled his hands at her waist. "You're so small," he commented. "What are you a size two, or something?"

"Four," she replied. "And don't you know it's improper to ask a girl her size?"

"I'm sorry."

"Don't be." Elizabeth looked down and watched as her hands lifted and wrapped around his neck so that her fingers were playing with the hair at his nape. Funny, she didn't remember making the conscious decision to do that. "So how are you?" she asked casually.

"Me?" he questioned. "Oh, I'm great. What about you?"

"I'm great too." Elizabeth gasped when she felt Jason's slip up her hips towards the edge of her shirt. "Jason," she sighed.

"Shhh," he ordered. "Just feel." His hands skimmed her rib cage, not venturing so high that he would be near her bra. When they hit the bottom of her pajama pants, he went towards the center and her belly button. "I still remember that day in the hospital when I kissed you, Elizabeth. It was the first time I'd felt anything real." His breath fanned over her face, sweet and tangy and moist.

Her eyes were closed, her mouth was slightly opened as he touched her. When Jason's hand closed around the metal stud of her belly button ring and pulled, she gasped. "Jase!"

He pulled back and lifted the edge of her tank top to study the piece of jewelry. "That's new," he observed. "Had it long?"

"I got it two weeks after I moved to Denver," Elizabeth told him. She was surprised she was still capable of forming words at all. His hand was resting against the sensitive skin of her stomach. "My parents offered to pay me serious cash to have it taken out."

"But you didn't."

"No, I didn't." Elizabeth looked down to her stomach where he was touching her before covering his hand with hers. "I like it, and it was only made better that they didn't."

"Now who's the brat?" he teased.

"I've always been a brat." Elizabeth pulled his hand back slightly and linked their fingers. She held them up so they both could see the joined hands. "Did you ever think about us?" she asked softly.

Jason was surprised at her question. "Sometimes," he replied. "But the last thing you seemed interested in was me."

"That would most definitely not be true," Elizabeth admitted. Her fingers played with his hair some more as she stared down at him. Their hands dropped and rested on his thigh, still intertwined. "There was this time in high school that I never told you about. I was head over feet for you, my best friend, and you were in love with Keesha."

"What did he see in her?" Jason asked. "I always wondered about that. In my opinion, she was kind of boring, and not very pretty. She was… why would you settle for a hamburger when you could have steak?"

"Comparing your women to food now, are ya Jase?" she teased. Elizabeth bit back her laughter as embarrassment slashed his cheeks red. "It's ok, though. What'd he see in Keesha? I really don't know, honestly. I've always thought she was all of those things too. You know, they lost their virginity to each other."

Jason nodded. "She told me. At the time, I didn't think much of it. To me she was just another girl begging me to remember." Jason tugged on her belly button ring once more before he released it. Moving his hand back around to her hip, he went towards her back this time. His hand settled in the small of her back and he pulled her closer. "I wanted you, after I woke up."

"I know." Elizabeth chewed at her bottom lip as she contemplated what to say to him, how much to tell him. "But you seemed to want everyone. Even Bobbie Spencer. I'll never forget…" Elizabeth stopped when his cheeks burned crimson. "Ok, I won't bring that up. Let's just say it wasn't your finest moment. Every pretty girl seemed to turn your head. So I figured it was never just me and, if it was, I didn't want just sex. I knew that's all you could have offered me at the time."

He wanted to disagree with her. Jason wanted to tell her he was sure he would have loved her, even though at that point in his life he didn't know how to love. But how could he argue when his entire relationship with Carly was based on sex. "You're right," he finally agreed. "What about now, though?" His thumb was moving over the back of her hand as she looked down at her. Jason tightened his knees on her legs, pinning her in place, then removed his hand from underneath her shirt. It skimmed up her back to her neck where he began pulling her down.

She was bent over in front of him, studying his face. "Are you sure?"

"No," he whispered. "But that's what makes this so…"

"What about Michael?" Elizabeth asked. "We shouldn't do this…not unless we're sure, Jason. Michael is struggling–"

He swallowed the rest of her words with his mouth. He pulled her down and wrapped both of his arms around her waist. It surprised him that after all these years she still tasted like strawberries. His lips moved over hers thoroughly, tasting her for the first time in ages. Jason smiled when her arms wrapped around his neck and she moaned his name. Opening his mouth, he let his tongue slip out to meet hers for the first time.

Elizabeth couldn't believe he was kissing her. After all of this time, Jason was kissing her. She knew she'd be freaking out if she wasn't enjoying it so much. His tongue explored her mouth, learning each crevice before he came back to her and they began moving in a new rhythm. Of all the times she'd thought about kissing him, or even dreamt about kissing him, it had never been like this. "Jason…" she sighed.

Needing air, he pulled back. His mouth skimmed across her jaw to her ear where he kissed the pulse point just below it. "Yes?"

"We can't do this," she said finally. Placing a hand on his chest, she immediately groaned at her mistake. His muscles tightened under her palm and she found herself wondering what he felt like under the cotton t-shirt.

"Why not?" he whispered in her ear before taking the lobe between his mouth.

"Because I want this so badly," she admitted.

He was surprised by her words and released her ear, but didn't let her move away from him. "I've wanted this forever, I think."

She knew his words weren't true, that he said them only to reassure her that he wanted her. Elizabeth looked down at him, her decision made, "I want you, too."

"Why do I feel a 'but' coming along?" he asked.

She shrugged and simply said, "Michael." When he tried to protest, Elizabeth held up her hand. "Plus, I promised my boss this morning that you and I were only friends."

"Ok," he relented. Jason's hand slipped back up to her neck where he started to massage her shoulder gently. "Then we'll be just friends." And he kissed her again.